/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/170228.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, February 28, 2017, Vol. 21, No. 58 Headlines 1011778 BC: Moody's Affirms B1 Corporate Family Rating 4 ACES BINGO: Sale of Aurora Property for $1.6 Million Approved 5 LOTS: Disclosures OK'd; Plan Confirmation Hearing on April 4 900 RETAIL: Hires Cardet Law as Attorney A GREENER GLOBE: Trustee Taps Wallace-Kuhl as Env'l. Consultant A. SCHULMAN: S&P Lowers CCR to 'B+' on Weaker Performance ABENGOA BIOENERGY: Unsecured Creditors to Recoup 31.5% Under Plan ABENGOA KANSAS: Wants to Extend Plan Filing Deadline to April 20 ABRAHAM S BIEGELEISEN: Hires Benjamin Mintz as Accountant ACHAOGEN INC: FMR LLC Has 8.5% Equity Stake as of Dec. 30 ACHAOGEN INC: Versant Entities Cease to be 5% Shareholders ADG COPPER: Seeks to Hire Whitaker Chalk as Legal Counsel ADMI CORP: $175MM Loan Add-On is Credit Negative, Moody's Says ADMI CORP: S&P Affirms 'B' Rating on 1st Lien Secured Facility ADVANTAGE AVIATION: Disclosures OK'd; Plan Hearing on April 10 AIM STEEL: Hires Kan & Clark to Replace Falcone as Counsel ALFA MEDICAL: Seeks Court Approval to Use IRS Cash Collateral AMERICAN AXLE: Fitch Lowers LT Issuer Default Ratings to BB- AMERICAN AXLE: Moody's Lowers Corporate Family Rating to B1 AMERICAN AXLE: S&P Affirms 'BB-' CCR; Outlook Stable ANDERSON SHUMAKER: Case Summary & 20 Largest Unsecured Creditors ATRIUM INNOVATIONS: Moody's Affirms B2 Corporate Family Rating BASS PRO: Bank Debt Trades at 4% Off BAYWAY HAND: Trustee Taps AEI as Environmental Expert BELK INC: Bank Debt Trades at 14% Off BOOM LIMO: Seeks to Hire Raymond Miller as New Legal Counsel BREITBURN ENERGY: Asks Court to Move Plan Filing Period to May 12 BROOKLYN NAVY: Moody's Raises Secured Debt Rating to 'B2' CADIZ INC: Odey Asset et al. Hold 6.21% Stake as of Dec. 31 CALMARE THERAPEUTICS: Two Directors Resign From Board CARAUSTAR INDUSTRIES: S&P Assigns 'B+' Rating on 1st Lien Loan CDW LLC: Moody's Assigns Ba3 Rating to New $500MM Unsec. Notes CDW LLC: S&P Assigns 'BB-' Rating on New $500MM Unsec. Notes CHAPARRAL ENERGY: Asks Court to Okay Velma Pipeline Sale CHESAPEAKE ENERGY: Reports Full Year & Fourth Quarter 2016 Results CHURCH HOME: Fitch Affirms 'BB' Rating on 2016A Fixed Rate Bonds COLOGIX HOLDINGS: S&P Assigns 'B' CCR, Outlook Stable COMBIMATRIX CORP: Bard Associates Has 5.9% Stake as of Dec. 31 COMMERCIAL METALS: S&P Affirms 'BB+' CCR; Outlook Stable COMMUNICATIONS SALES: Hunt Purchase No Impact Moody's Rating CORENO MARBLE: Unsecured Creditors to Recoup 40% in 78 Months CORWIN PLACE: Hires Howard Hanna as Real Estate Broker DACCO TRANSMISSION: Examiner Taps Jenner & Block as Attorneys DANG GOOD: DLLR to Get $164.74 Per Month Plus 18% Until April 2021 DELCATH SYSTEMS: OKs Temporary Reduction to Notes Conversion Price DIGIPATH INC: Signs Joint Venture Pact with Strategic Investor DIGITALGLOBE INC: Merger with MDA No Impact on Moody's Ba3 CFR DIGITALGLOBE INC: S&P Puts 'BB' CCR on CreditWatch Developing DILLARD'S INC: S&P Corrects Rating on US$200MM Cap Secs to 'BB' DISPENSING DYNAMICS: S&P Withdraws 'CCC' ICR DOLPHIN DIGITAL: Sold $500,000 Common Shares to Investor EASTERN OUTFITTERS: Taps KCC as Claims & Noticing Agent EASTERN UNIVERSITY: S&P Affirms 'BB+' Rating on 2012 Rev. Bonds EL RANCHO OF KALAMAZOO: Unsecureds to Get $5K Annually for 4 Yrs. ENDLESS SALES: Has Permission to Use BBVA Compass Cash Collateral EQUINOX HOLDINGS: S&P Rates Proposed $950MM Loans 'B+' ERIN ENERGY: CEO Segun Omidele Resigns EVEN ST. PRODUCTIONS: Seeks to Hire Loeb & Loeb as Special Counsel EXGEN TEXAS: S&P Lowers Rating on $675MM Loan to 'CCC+' FANOUS JEWELERS: Unsecureds to Get $500 per Month for 2 Yrs. FIRST DATA: Fitch Hikes Long-Term Issuer Default Rating to 'B+' FORBES ENERGY: Seeks to Hire Jefferies LLC as Investment Banker FOUNTAINS OF BOYNTON: Hanover to Recover 95% Under Plan FOUNTAINS OF BOYNTON: Plan Solicitation Period Extended to March 31 FOUR SEASONS LANDSCAPE: Hires Ironstone Tax as Accountant FREEDOM MORTGAGE: Fitch Gives 'B+/RR4' Rating to $450MM Term Loan FRONTIER COMMUNICATIONS: Fitch Lowers IDR to BB-; Outlook Negative GASTAR EXPLORATION: Conditionally Calls 8-5/8% Notes for Redemption GELTECH SOLUTIONS: Estimates $3 to $3.5 Million Revenues in 2017 GEO GROUP: S&P Affirms 'BB-' CCR & Lowers Unsec. Notes Rating to B+ GEORGINA LLC: Taps Chaparral Land as Real Estate Broker GERALEX INC: Plan Confirmation Hearing on March 30 GIBSON BRANDS: S&P Affirms 'CCC' CCR & Revises Outlook to Positive GLOYD GREEN: Gun Collection Auction on Feb. 2 by Erkelens Approved GOODYEAR TIRE: Repriced 2nd Lien Loan No Impact on Fitch's Ratings GREATER LEWISTOWN: Voluntary Chapter 11 Case Summary HORNBECK OFFSHORE: Moody's Lowers CFR to Caa3, Outlook Negative INTERNET BRANDS: Moody's Affirms B2 Corporate Family Rating IPC CORP: S&P Puts 'B' CCR on CreditWatch Negative IRVINGTON COMMUNITY: S&P Affirms 'B-' Rating on 2009A/B Rev. Bonds JACK ROSS: Intends to File Plan of Reorganization By April 24 JG NASCON: Selling Wheel Loader for $20K to Pay M&T Bank KCD IP: Moody's Lowers Rating on Class A Notes to Caa1(sf) KCG HOLDINGS: Moody's Affirms B1 Senior Secured Debt Rating KEMET CORP: Inks Deal to Acquire NEC Tokin LANTHEUS MEDICAL: Moody's Puts B3 CFR Under Review for Upgrade LAST FRONTIER: Names Eric Liepins as Counsel LEGACY RESERVES: Reports $110.1 Million Net Loss for 4th Quarter LENNAR CORP: Fitch Rates $250MM Unsecured Notes at BB+ LEVI STRAUSS: Fitch Assigns BB Rating to EUR450MM Unsec. Notes LEWIS HEALTH: Hearing on Plan Outline OK Scheduled for March 28 LPL HOLDINGS: Moody's Assigns Ba2 Rating to $1.7BB Sr. Term Loan MARACAS CLUB: Trustee Taps Klestadt Winters as Legal Counsel MATADOR RESOURCES: S&P Affirms 'B' Rating on Sr. Unsecured Notes MAUI LAND: TSP Capital Owns 6.4% Equity Stake as of Dec. 31 MF GLOBAL: Has No Right To Pursue $1.7M Claims, Co-Op Says MIDWAY GOLD: 0862130 Buying Tonopah Project for $25K MOSAIC MANAGEMENT: Court Moves Exclusive Plan Period to March 3 MOTORS LIQUIDATION: Unsecured Creditors' Trust May Use Almost $10M NAVIDEA BIOPHARMACEUTICALS: Agrees to $59-Mil. Settlement with CRG NEIMAN MARCUS: Bank Debt Trades at 21% Off NORTH LAS VEGAS, NV: Fitch Affirms B+ Rating on $400MM LTGO Bonds NOVITEX ACQUISITION: S&P Puts 'B' CCR on CreditWatch Positive OCH-ZIFF CAPITAL: Fitch Lowers Long-term IDRs to BB- ONCOLOGY INSTITUTE: Taps Luis Cruz Lopez as Accountant ORANGE PEEL: Court Extends Plan Filing Deadline Until April 7 OUTER HARBOR: Must Face $13M Damage Claim for Breaching Pact PACIFIC DRILLING: Reports $43 Million Net Loss for Fourth Quarter PAR TWO INVESTORS: April 5 Plan Confirmation Hearing PARAMOUNT RESOURCES: S&P Affirms 'B-' CCR; Outlook Stable PDC ENERGY: Moody's Changes Outlook to Pos. & Affirms B1 CFR PET EXPRESS USA: Seeks to Hire Landrau Rivera as Legal Counsel POST EAST: Allowed to Use Connect REO Cash Collateral Thru April 30 QUIKSILVER INC: Court Okays Settlement With 26 Former Workers RADIO SYSTEMS: Moody's Affirms B2 Corporate Family Rating RADIOLOGY SUPPORT: Seeks Court Permission to Use Cash Collateral RELIANT MEDICAL: Fitch Rates $142MM Series 2017 Bonds 'BB' RESOLUTE ENERGY: Enters Into New $150 Million Credit Facility RESTAURANT BRANDS: S&P Affirms 'B+' CCR; Outlook Stable RIVERBED PARENT: S&P Assigns 'B' CCR; Outlook Stable ROSETTA GENOMICS: Closes 2nd Tranche of Private Placement RSI HOME: S&P Raises CCR to 'BB-', Outlook Stable RYDER MEMORIAL: S&P Lowers Rating on $7.8MM 1994A Bonds to 'B+' SABINE PASS: Moody's Assigns Ba1 Rating on New $800MM Sr. Notes SANTA CRUZ PLUMBING: Needs Court Authority to Use Cash Collateral SERVICE WELDING: Has Until June 19 to File Plan & Disclosures SOURCEHOV LLC: Novitex Merger No Impact on Moody's Ratings SOURCEHOV LLC: S&P Puts 'CCC+' Rating on CreditWatch Positive SOUTHCROSS ENERGY: S&P Affirms 'CCC+' CCR on Covenant Relief SPANISH BROADCASTING: PlusTick Management Owns 8.9% Class A Shares SPANISH BROADCASTING: Renaissance Technologies Owns 7% CL-A Shares SRAM CORP: Moody's Assigns B2 Rating to $570MM 1st Lien Term Loan SRAM LLC: S&P Assigns 'B' Rating on Proposed Senior Secured Debt SS&C TECHNOLOGIES: Moody's Hikes Corporate Family Rating to Ba3 STEMTECH INTERNATIONAL: Intends to Use Opus Bank Cash Collateral SULLIVAN VINEYARDS: Allowed to Pay $12K in Shipping Expenses SUNSET9 LLC: Seeks to Hire Louis J. Esbin as Legal Counsel TALLAHASSEE INDOOR: Hearing on Plan Outline Set For March 23 TARTAN CONTROLS: Receiver Selling All Assets to Eastar Premium TULARE LOCAL: Fitch Alters Watch on BB- 2007 Bonds Rating to Neg TURNING LEAF: Taps Michael O'Brien Law Firm as Counsel ULTRA PETROLEUM: Has Until April 15 to File Reorganization Plan UNIT CORP: Moody's Revises Outlook to Stable & Affirms B2 CFR UNITED MOBILE: Allowed to Continue Using Cash Through March 31 VERUS SECURITIZATION 2017-1: S&P Rates Class B-2 Certificates BB VIA NIZA: Seeks to Hire Luis Cruz Lopez as Accountant WARRIOR MET: S&P Assigns 'B-' CCR; Outlook Stable WAYNE, MI: Moody's Lowers Issuer Rating to 'B1' WILTON INDUSTRIES: Bank Debt Trades at 3% Off WOONSOCKET, RI: Moody's Affirms Ba3 Rating on GO Debt YORK RISK: Bank Debt Trades at 3% Off ZAMINDAR PROPERTIES: Taps Calaiaro Valencik as Legal Counsel [*] Moody's Takes Action on Armor, GFI & Oppenheimer [^] Large Companies with Insolvent Balance Sheet ********* 1011778 BC: Moody's Affirms B1 Corporate Family Rating ------------------------------------------------------ Moody's Investors Service affirmed the ratings of 1011778 B.C. Unlimited Liability Company, including the company's B1 Corporate Family Rating (CFR), B1- PD Probability of Default Rating (PDR), Ba3 first lien bank ratings, Ba3 first lien note rating, and B3 second lien note rating. The company's SGL-1 Speculative Grade Liquidity Rating and Tim Hortons Inc.'s B2 senior unsecured legacy notes rating were also affirmed. The ratings outlook was changed to stable from positive. The change in outlook was prompted by the recent announcement that Restaurant Brands International Inc., ("RBI"), the parent company of 1011778 B.C., entered into a definitive agreement to acquire Popeyes Louisiana Kitchen, Inc. ("Popeyes") for approximately $1.8 billion in cash. The transaction is expected to be funded with approximately $1.3 billion of new debt and $600 million in cash. The transaction is expected to close in early April 2017. "The change in outlook to stable from positive reflects the expected increase in funded debt levels required to fund the acquisition of Popeyes that will result in a deterioration in credit metrics, particularly leverage." Stated Bill Fahy, Moody's Senior Credit Officer. "However, the affirmation considers that despite the higher debt levels, pro forma credit metrics should be appropriate for the B1 CFR as credit metrics gradually strengthen over time through improved earnings and required amortization." stated Fahy. The affirmation and stable outlook also take into account the larger scale of the combined company, greater revenue diversification of the brands and product offerings, and potential growth in new markets. Should the transaction close as proposed, Moody's pro forma adjusted leverage will likely increase to around 5.5 times from about 5.0 times for the twelve month period ending December 2016. In addition to its outstanding debt, RBI has $3.0 billion of 9% cumulative compounding perpetual preferred stock. Although not included in Moody's leverage calculation, this high coupon preferred stock is redeemable at the company's option beginning in December 2017 at a price of 109.9% of par value plus accrued and unpaid dividends and unpaid make whole dividends. Ratings affirmed include: Outlook Actions: Issuer: 1011778 B.C. Unltd Liability Co. -- Outlook, Changed To Stable From Positive Affirmations: Issuer: 1011778 B.C. Unltd Liability Co. -- Probability of Default Rating, Affirmed B1-PD -- Speculative Grade Liquidity Rating, Affirmed SGL-1 -- Corporate Family Rating, Affirmed B1 -- Senior Secured Bank Credit Facility, Affirmed Ba3(LGD3) -- Senior Secured 1st Lien Regular Bond/Debenture, Affirmed Ba3(LGD3) -- Senior Secured 2nd Lien Regular Bond/Debenture, Affirmed B3(LGD5) Issuer: Tim Hortons Inc. -- Senior Unsecured Regular Bond/Debenture, Affirmed B2(LGD5) RATINGS RATIONALE The B1 CFR reflects 1011778 B.C.'s relatively high leverage, modest cash flow metrics, aggressive financial policy and significant remodeling requirements of its franchisees. Moody's also believes that high levels of promotional activities by competitors and a value focused consumer will continue to pressure operating performance. However, the ratings also reflect the brand recognition and meaningful scale of the combined company, diversified day part and food offerings which boosts returns on invested capital and profit margins, and very good liquidity. Factors that could result in an upgrade include a sustained strengthening of debt protection metrics with debt to EBITDA migrating towards 4.5 times and EBITA coverage of interest moving towards 3.0 times. A higher rating would also require maintaining very good liquidity. Factors that could result in a downgrade include an inability to strengthen credit metrics with debt to EBITDA exceeding 5.5 times or EBITA to interest approaching 2.0 times on a sustained basis. A deterioration in liquidity for any reason could also result in a downgrade. 1011778 B.C. Unlimited Liability Company, owns, operates and franchises over 15,700 Burger King hamburger quick service restaurants and more than 4,600 Tim Horton restaurants. Annual revenues are around $4.1 billion, although systemwide sales are over $24 billion. 3G Restaurant Brands Holdings LP, owns approximately 43% of the combined voting power with respect to RBI and is affiliated with private investment firm 3G Capital Partners, Ltd. The principal methodology used in these ratings was Restaurant Industry published in September 2015. 4 ACES BINGO: Sale of Aurora Property for $1.6 Million Approved --------------------------------------------------------------- Judge Elizabeth E. Brown of the U.S. Bankruptcy Court for the District of Colorado authorized 4 Aces Bingo, Inc.'s sale of real property located at 16000 E. Colfax Ave., Aurora, Colorado, to Bridge House for $1,600,000. The sale is free and clear of all liens, claims, and encumbrances. The Debtor is authorized to pay necessary costs of closing and distribute funds to pay secured creditors Guaranty Bank and the Arapahoe County Treasurer, in full. About 4 Aces Bingo 4 Aces Bingo Inc is a privately held company in Aurora, CO. It was established in 1992. 4 Aces Bingo filed a Chapter 11 bankruptcy petition (Bankr. D. Colo. Case No. 16-22413) on Dec. 28, 2016. 4 Aces Bingo is a Single Asset Real Estate debtor. The Hon. Elizabeth E. Brown oversees the case. Jeffrey S. Brinen, Esq., at Kutner Brinen, P.C., serves as counsel to the Debtor. In its petition, the Debtor estimated $1 million to $10 million in assets; and liabilities between $500,000 and $1 million. The petition was signed by William Weaver, president. 5 LOTS: Disclosures OK'd; Plan Confirmation Hearing on April 4 -------------------------------------------------------------- The Hon. Madeleine C. Wanslee of the U.S. Bankruptcy Court for the District of Arizona has approved 5 Lots, LLC's disclosure statement and plan of reorganization. A hearing to consider the confirmation of the Plan will be held on April 4, 2017, at 10:00 a.m. The last date for filing with the court written acceptances or rejections of the Plan is March 28, 2017. The written report by the plan proponent is to be filed no later than three business days prior to the hearing date set for confirmation of the Plan. 5 Lots, LLC, filed for Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 16-06224). David Allegrucci, Esq., at Allegrucci Law Office, PLLC, serves as the Debtor's bankruptcy counsel. 900 RETAIL: Hires Cardet Law as Attorney ---------------------------------------- 900 Retail 101, LLC, seeks authorization from the U.S. Bankruptcy Court for the Southern District of Florida to employ Alberto M. Cardet of the law firm Cardet Law, P.A., as attorney. The Debtor requires Cardet Law to: (a) give advice to the Debtor with respect to its powers and duties as a debtor-in-possession and the continued management of its business operations; (b) advise the Debtor with respect to its responsibilities complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of the Court; (c) prepare motions, pleadings, orders, applications, adversary proceedings, and other legal documents necessary in the administration of the case; (d) protect the interest of the Debtor in all matters pending before the Court; and (e) represent the Debtor in negotiation with its creditors in the preparation of a plan. Cardet Law will be reimbursed for reasonable out-of-pocket expenses incurred. Alberto M. Cardet assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. Cardet Law can be reached at: Alberto M. Cardet, Esq. ALBERTO M. CARDET, P.A. 1330 Coral Way #301 Miami, FL 33145 Tel: (305) 403-7783 Fax: (305) 403-7824 E-mail: alcardet@gmail.com About 900 Retail, LLC 900 Retail 101, LLC, a single asset real estate business based in Miami, Florida, filed a chapter 11 petition (Bankr. S.D. Fla. Case No. 17-10942) on Jan. 26, 2017. The petition was signed by Jose F. Fena, manager. The case is assigned to Judge Robert A. Mark. The Debtor is represented by Alberto M. Cardet, Esq., at Alberto M. Cardet, P.A. The Debtor estimated assets and liabilities at $1 million to $10 million at the time of the filing. A GREENER GLOBE: Trustee Taps Wallace-Kuhl as Env'l. Consultant --------------------------------------------------------------- Russell Burbank, the Chapter 11 trustee for A Greener Globe, seeks approval from the U.S. Bankruptcy Court for the Eastern District of California to hire Wallace-Kuhl & Associates as environmental consultant. The services to be provided by the firm will be broken down into two phases. Phase I will include reviewing documents and working with the Central Valley Regional Water Quality Control Board to create a plan to perform an environmental investigation of the Debtor's landfill. Wallace-Kuhl will receive a flat fee of $15,000 payable upon completion of Phase I. Phase II will include performing the actual environmental investigation, including a geophysical survey of the landfill and analytical laboratory testing. Once the environmental investigation is complete, the firm will prepare a report to be used by the trustee to market and auction the Debtor's real property in Roseville, California. Phase II will also include assisting the trustee to address questions during the auction process. Wallace-Kuhl has agreed to perform Phase II, which the firm estimates will cost $173,500, payable as invoiced up to $190,850 without further court order. Most of the Phase II work includes payments to subcontractors for the actual testing and analysis, according to court filings. Wallace-Kuhl does not hold or represent any interest adverse to the Debtor's bankruptcy estate or creditors. The firm can be reached through: Kurt M. Balasek Wallace-Kuhl & Associates 3050 Industrial Boulevard West Sacramento, CA 95691 Phone: 916-372-1434 Fax: 916-372-2565 About A Greener Globe A Greener Globe is a California corporation qualified to do business as a non-profit public benefit corporation. Incorporated on December 7, 1993, the Debtor was formed to operate recycling centers, provide educational materials and information on conservation and recycling, and provide employment for physically and mentally challenged individuals. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Cal. Case No. 16-21900) on March 28, 2016, disclosing under $1 million in both assets and liabilities. The Debtor is represented by W. Steven Shumway, Esq. On June 14, 2015, the court approved the Office of the U.S. Trustee's appointment of Russell K. Burbank as the Chapter 11 trustee. The trustee taps Felderstein Fitzgerald Willoughby & Pascuzzi LLP as legal counsel, and Burr, Pilger Mayer, Inc. as his accountant. No official committee of unsecured creditors has been appointed in the case. A. SCHULMAN: S&P Lowers CCR to 'B+' on Weaker Performance --------------------------------------------------------- S&P Global Ratings lowered its corporate credit rating on A. Schulman Inc. to 'B+' from 'BB-'. The outlook is negative. At the same time, S&P lowered the issue-level rating on the company's senior secured debt to 'BB-' from 'BB'. The recovery rating remains '2', indicating S&P's expectation of substantial (70%-90%; rounded estimate 70%) recovery in the event of a payment default. S&P also lowered the issue-level ratings on the company's senior unsecured debt to 'B' from 'B+'. The recovery ratings remain '5', indicating S&P's expectations of modest (10%-30%; rounded estimate 15%) recovery in the event of a payment default. The downgrade follows A. Schulman's fiscal year 2016 (ended August 2016) EBITDA and first fiscal quarter of 2017 (ended November 2016) EBITDA, which was weaker than S&P had forecasted and resulted in credit measures which no longer supported the 'BB-' corporate credit rating. In fiscal year 2017, S&P expects A. Schulman to maintain weighted average funds from operations (FFO) to adjusted debt of above 10% and then gradually improve in following years. "The negative outlook reflects the risk that the company's performance weakens from our base case and the potential for deteriorating cushion under the net leverage covenant if this occurred. At the current ratings we expect weighted average FFO to debt above 10% and for liquidity to remain adequate," said S&P Global Ratings credit analyst Mark Tarnecki. "We expect that financial policies will be supportive of maintaining current credit quality, and believe management will prioritize utilizing free cash flows towards reducing leverage, as opposed to acquisitions or share repurchases," he added. S&P could lower the ratings over the next 12 months if it expects weighted average FFO to debt to decline to below 10% on a sustainable basis. For this to occur, EBITDA margins would need to decrease by 200 basis points (bps) from S&P's current projections. S&P could also consider a downgrade if liquidity diminished and covenant compliance became a risk. S&P could also consider a one-notch downgrade if problems from the Citadel acquisition persist or if the base business weakens such that S&P views the business risk profile as weaker than its current view. S&P could revise the outlook to stable over the next 12 months if it expects weighted average FFO to debt to increase to 12% on a sustainable basis. For this to occur, EBITDA margins would need to increase by 200 bps from S&P's current projections either from operations improvements or pricing improvements that has not been built into S&P's base case. To consider an outlook change, S&P would also expect the company's business risk profile to not weaken and for the company to maintain adequate liquidity. ABENGOA BIOENERGY: Unsecured Creditors to Recoup 31.5% Under Plan ----------------------------------------------------------------- A hearing to consider the confirmation of the joint plans of liquidation for Abengoa Bioenergy US Holding, LLC, and its debtor affiliates, and the Official Committee of Unsecured Creditors will be held on April 26, 2017, at 10:00 a.m. Objections to the confirmation of the Plan is April 19, 2017, at 5:00 p.m. Voting deadline is April 19, 2017, at 5:00 p.m. Class 2 General Unsecured Claims against ABI/ABIL Debtor Group -- estimated at $11,402,000 -- will recover 100% under the Plan. On or as soon as practicable after the Effective Date, each holder of an allowed General Unsecured Claim will receive its pro rata share of the ABI/ABIL General Unsecured Claims Fund, except to the extent that a Holder of an Allowed General Unsecured Claim has been paid prior to the Effective Date or agrees to a less favorable classification and treatment Class 2 General Unsecured Claims against Bioenergy Debtor Group -- estimated at $385,007,000 -- will recover 31.5%. On or as soon as practicable after the Effective Date, each Holder of an Allowed General Unsecured Claim shall receive its pro rata share of the Bioenergy General Unsecured Claims Fund, except to the extent that a holder of an Allowed General Unsecured Claim has been paid prior to the Effective Date or agrees to a less favorable classification and treatment. The Disclosure Statement is available at: http://bankrupt.com/misc/moeb16-41161-996.pdf As reported by the Troubled Company Reporter on Feb. 20, 2017, the Debtors and the Committee filed with the Court a first amended disclosure statement dated Feb. 13, 2017, referring to the joint plans of liquidation, which proposed that Class 2 General Unsecured Claims recover 34.2%. In the ordinary course of their businesses, the Debtors required cash on hand and cash flow from their operations to fund their working capital, liquidity needs and other routine payables. In addition, the Debtors required cash on hand to fund their Chapter 11 Cases and to successfully reorganize. Accordingly, during the course of these Chapter 11 Cases, the Debtors sought and obtained approval from the Bankruptcy Court, on a final basis, to obtain post-petition financing: (i) in the principal aggregate amount of up to $41 million in substantially the form attached to the final order authorizing post-petition financing; and (ii) in the principal aggregate amount of up to $14 million in substantially the form attached to the final order authorizing post-petition financing. On Sept. 26, 2016, and Sept. 30, 2016, respectively, the Debtors satisfied in full all of their indebtedness and other obligations under the Deutsche Bank DIP Financing and the Sandton DIP Financing. About Abengoa Bioenergy US Holding Abengoa Bioenergy is a collection of indirect subsidiaries of Abengoa S.A., a Spanish company founded in 1941. The global headquarters of Abengoa Bioenergy is in Chesterfield, Missouri. With a total investment of $3.3 billion, the United States has become Abengoa S.A.'s largest market in terms of sales volume, particularly from developing solar, bioethanol, and water projects. Spanish energy giant Abengoa S.A. is an engineering and clean technology company with operations in more than 50 countries worldwide that provides innovative solutions for a diverse range of customers in the energy and environmental sectors. Abengoa is one of the world's top builders of power lines transporting energy across Latin America and a top engineering and construction business, making massive renewable-energy power plants worldwide. On Nov. 25, 2015, in Spain, Abengoa S.A. announced its intention to seek protection under Article 5bis of Spanish insolvency law, a pre-insolvency statute that permits a company to enter into negotiations with certain creditors for restricting of its financial affairs. The Spanish company is facing a March 28, 2016, deadline to agree on a viability plan or restructuring plan with its banks and bondholders, without which it could be forced to declare bankruptcy. Gavilon Grain, LLC, et al., on Feb. 1, 2016, filed an involuntary Chapter 7 petition for Abengoa Bioenergy of Nebraska, LLC ("ABNE") and on Feb. 11, 2016, filed an involuntary Chapter 7 petition for Abengoa Bioenergy Company, LLC ("ABC"). ABC's involuntary Chapter 7 case is Bankr. D. Kan. Case No. 16-20178. ABNE's involuntary Case is Bankr. D. Neb. Case No. 16-80141. An order for relief has not been entered, and no interim Chapter 7 trustee has been appointed in the Involuntary Cases. The petitioning creditors are represented by McGrath, North, Mullin & Kratz, P.C. On Feb. 24, 2016, Abengoa Bioenergy US Holding, LLC, and five affiliated debtors each filed a Chapter 11 voluntary petition in St. Louis, Missouri, disclosing total assets of $1.3 billion and debt of $1.2 billion. The cases are pending before the Honorable Kathy A. Surratt-States and are jointly administered under Bankr. E.D. Mo. Case No. 16-41161. The Debtors have engaged DLA Piper LLP (US) as counsel, Armstron Teasdale LLP as co-counsel, Alvarez & Marsal North America, LLC as financial advisor, Lazard as investment banker and Prime Clerk LLC as claims and noticing agent. The Troubled Company Reporter, on March 14, 2016, reported that the Office of the U.S. Trustee appointed seven creditors of Abengoa Bioenergy US Holding LLC and its affiliates to serve on the official committee of unsecured creditors. The Office of the U.S. Trustee on June 14 appointed three creditors of Abengoa Bioenergy Biomass of Kansas LLC to serve on the official committee of unsecured creditors. The Creditors' Committee of Abengoa Bioenergy US Holdings, et al., retained Lovells US LLP as counsel, Thompson Coburn LLP as local counsel, and FTI Consulting, Inc., as Financial Advisor. The Creditors' Committee of Abengoa Bioenergy Biomass of Kansas, LLC, retained Baker & Hostetler LLP as counsel, Robert L. Baer as local counsel, and MelCap Partners, LLC as financial advisor and investment banker. ABENGOA KANSAS: Wants to Extend Plan Filing Deadline to April 20 ---------------------------------------------------------------- Abengoa Bioenergy Biomass of Kansas, LLC, requests the U.S. Bankruptcy Court for the District of Kansas to extend the exclusive periods within which to file and solicit acceptances of a chapter 11 plan of reorganization or liquidation by 45 days, to April 20, 2017 and June 22, 2017, respectively. The Debtor relates that since the commencement of its chapter 11 case, the Debtor and its professionals have undertaken substantial efforts to accomplish these three major tasks: (a) assuring smooth transition to operating as a debtor in possession; (b) effectuating a marketing process for the Debtor's assets; and (c) consummating a sale process. To that end, the Debtor also relates that it worked diligently with its advisors to obtain DIP Financing, and to develop a budget that would enable to the Debtor to facilitate the marketing process in order to maximize the value of the Debtor's assets. Consequently, the Debtor has obtained the Court's approval of the sale of substantially all of its assets to Synata Bio, Inc. or its designee, for a purchase price of $48.5 million. The Sale closed on December 8, 2016. The Debtor contends that after the Sale, it has focused on developing a Plan together with its advisors. The Debtor adds that it has been working with the Committee and its advisors, as well as other interested parties in this chapter 11 case, in an attempt to consensually resolve any potential issues with a proposed Plan, to save estate resources and wind down this chapter 11 case in a timely and efficient fashion. The Debtor's efforts are especially illustrated through the Settlement Agreements, which save the Debtor's estate significant resources. The Debtor, on February 13, 2017, has also obtained the Court's approval of various Settlement Agreements with certain mechanics' lienholders, which resolves the Lienholders' claims and adversary litigation in exchange for settlement payments to the Lienholders. Likewise, the Court granted on February 18, 2017 the United States of America, on behalf of the Department of Energy's Motion allowing the DOE to intervene as a plaintiff-intervenor in the adversary litigation. Accordingly, the Debtor avers that a further extension of the Exclusivity Periods will allow the Debtor to continue to develop and take all the necessary steps to implement the strategy that will result in the best outcome for all stakeholders of the Debtor. About Abengoa Bioenergy US Abengoa Bioenergy is a collection of indirect subsidiaries of Abengoa S.A., a Spanish company founded in 1941. The global headquarters of Abengoa Bioenergy is in Chesterfield, Missouri. With a total investment of $3.3 billion, the United States has become Abengoa S.A.'s largest market in terms of sales volume, particularly from developing solar, bioethanol, and water projects. Spanish energy giant Abengoa S.A. is an engineering and clean technology company with operations in more than 50 countries worldwide that provides innovative solutions for a diverse range of customers in the energy and environmental sectors. Abengoa is one of the world's top builders of power lines transporting energy across Latin America and a top engineering and construction business, making massive renewable-energy power plants worldwide. On Nov. 25, 2015, in Spain, Abengoa S.A. announced its intention to seek protection under Article 5bis of Spanish insolvency law, a pre-insolvency statute that permits a company to enter into negotiations with certain creditors for restricting of its financial affairs. The Spanish company is facing a March 28, 2016, deadline to agree on a viability plan or restructuring plan with its banks and bondholders, without which it could be forced to declare bankruptcy. Gavilon Grain, LLC, et al., on Feb. 1, 2016, filed an involuntary Chapter 7 petition for Abengoa Bioenergy of Nebraska, LLC ("ABNE") and on Feb. 11, 2016, filed an involuntary Chapter 7 petition for Abengoa Bioenergy Company, LLC ("ABC"). ABC's involuntary Chapter 7 case is Bankr. D. Kan. Case No. 16-20178. ABNE's involuntary case is Bankr. D. Neb. Case No. 16-80141. An order for relief has not been entered, and no interim Chapter 7 trustee has been appointed in the Involuntary Cases. The petitioning creditors are represented by McGrath, North, Mullin & Kratz, P.C. On Feb. 24, 2016, Abengoa Bioenergy US Holding, LLC and five affiliated debtors each filed a Chapter 11 voluntary petition in St. Louis, Missouri, disclosing total assets of $1.3 billion and debt of $1.2 billion. The cases are pending before the Honorable Kathy A. Surratt-States and are jointly administered under Bankr. E.D. Mo. Case No. 16-41161. The Debtors have engaged DLA Piper LLP (US) as counsel, Armstrong Teasdale LLP as co-counsel, Alvarez & Marsal North America, LLC as financial advisor, Lazard as investment banker and Prime Clerk LLC as claims and noticing agent. About Abengoa Bioenergy Biomass of Kansas On March 23, 2016, three subcontractors asserting disputed state law lien claims against Abengoa Bioenergy Biomass of Kansas, LLC filed an involuntary petition under chapter 7 of the Bankruptcy Code. The case was converted to a case under chapter 11 of the Bankruptcy Code (Bankr. D. Kan. Case No. 16-10446) on April 8, 2016. In April 2016, Chief Bankruptcy Judge Robert E. Nugent denied the request of Abengoa Bioenergy Biomass of Kansas to transfer its case to the Bankruptcy Court for the District of Delaware where cases involving its indirect parent companies and other affiliates are pending. Judge Nugent said the facts and unique circumstances surrounding the debtor and its known creditors do not warrant transferring the case. The Debtor is represented by Christine L. Schlomann, Esq., Richard W. Engel, Jr., Esq., and Erin M. Edelman, Esq., at Armstrong Teasdale LLP, Vincent P. Slusher, Esq., David E. Avraham, Esq., R. Craig Martin, Esq., and Kaitlin M. Edelman, Esq., at DLA Piper LLP (US). Petitioning creditor Brahma Group, Inc. is represented by W. Rick Griffin, Esq. -- wrgriffin@martinpringle.com -- and Samantha M Woods, Esq. -- smwoods@martinpringle.com -- at Martin Pringle Oliver Wallace & Bauer. Petitioning creditors CRB Builders LLC and Summit Fire Protection Co. are represented by Robert M.Pitkin, Esq. -- rPitkin@hab-law.com -- and Danne W Webb, Esq. -- dwebb@hab-law.com -- at Horn Aylward & Bandy LLC. The Official Committee of Unsecured Creditors is represented in the Kansas bankruptcy case by Adam L. Fletcher, Esq., Michelle Manzoian, Esq., Alexis C. Beachdell, Esq., Michael A. VanNiel, Esq., and Kelly S Burgan, Esq., at Baker & Hostetler LLP and Robert L. Baer, Esq., at Cosgrove, Webb & Oman. ABRAHAM S BIEGELEISEN: Hires Benjamin Mintz as Accountant --------------------------------------------------------- Abraham S. Biegeleisen, DDS, P.C., seeks authorization from the U.S. Bankruptyc Court for the Eastern District of New York to employ Benjamin Mintz, CPA, PLLC as accountant. The Debtor requires Mr. Mintz to: -- review the Debtor's financial statements; -- prepare the Debtor's monthly operating reports, accounting statements, and cash flow reports; -- prepare tax returns; and -- assist in the preparation of financial reports for the Debtor's plan of reorganization. The accounting firm will be paid at these hourly rates: Benjamin Mintz $240 Staff $90 The accounting firm will also be reimbursed for reasonable out-of-pocket expenses incurred. As of the filing date, the Debtor owed Mr. Mintz $590 for prepetition services. Benjamin Mintz assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. The accounting firm can be reached at: Benjamin Mintz BENJAMIN MINTZ CPA PLLC 100 Merrick Road, Suite 500e Rockville Centre, NY 11570 Tel: (516) 764-0926 Abraham S. Biegeleisen DDS, P.C., filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 16-45610) on Dec. 13, 2016, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Gary C Fischoff, Esq. ACHAOGEN INC: FMR LLC Has 8.5% Equity Stake as of Dec. 30 --------------------------------------------------------- FMR LLC and Abigail P. Johnson disclosed in an amended Schedule 13G filed with the Securities and Exchange Commission that as of Dec. 30, 2016, they beneficially owned 2,906,489 shares of common stock of Achaogen, Inc. representing 8.560 percent of the shares outstanding. Abigail P. Johnson is a director, the chairman and the chief executive officer of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders' voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. A full-text copy of the regulatory filing is available at: https://is.gd/yr67oy About Achaogen Achaogen, Inc. is a clinical-stage biopharmaceutical company passionately committed to the discovery, development, and commercialization of novel antibacterials to treat multi-drug resistant gram-negative infections. The Company is developing plazomicin, its lead product candidate, for the treatment of serious bacterial infections due to MDR Enterobacteriaceae, including carbapenem-resistant Enterobacteriaceae. In 2013, the Centers for Disease Control and Prevention identified CRE as a "nightmare bacteria" and an immediate public health threat that requires "urgent and aggressive action." Achaogen reported a net loss of $27.09 million in 2015, a net loss of $20.17 million in 2014 and a net loss of $13.11 million in 2013. As of Sept. 30, 2016, Achaogen had $80.66 million in total assets, $49.64 million in total liabilities and $31.01 million in total stockholders' equity. The Company's independent accounting firm Ernst & Young LLP, in Redwood City, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company's recurring losses from operations and its need for additional capital raise substantial doubt about its ability to continue as a going concern. ACHAOGEN INC: Versant Entities Cease to be 5% Shareholders ---------------------------------------------------------- In an amended Schedule 13G filed with the Securities and Exchange Commission, Versant Affiliates Fund II-A, L.P., Versant Side Fund II, L.P., Versant Venture Capital II, L.P. and Versant Ventures II, LLC disclosed that they have ceased to be the beneficial owners of more than five percent of shares of common stock of Achaogen, Inc. The following information with respect to the ownership of the Common Stock by the Reporting Persons filing the statement on Schedule 13G is provided as of Dec. 31, 2015: Reporting Beneficial Percentage Persons Ownership of Class --------- ---------- ---------- VAF II-A 23,118 0.1% VSF II 11,139 0.1% VVC II 1,246,895 4.5% VV II 1,281,152 4.7% The percentages are calculated based upon 27,451,400 shares of Common Stock outstanding as of Nov. 2, 2016, as set forth in the Issuer's most recent 10-Q filed with the Securities and Exchange Commissions on Nov. 7, 2016. A full-text copy of the regulatory filing is available at: https://is.gd/I2yV0H About Achaogen Achaogen, Inc. is a clinical-stage biopharmaceutical company passionately committed to the discovery, development, and commercialization of novel antibacterials to treat multi-drug resistant gram-negative infections. The Company is developing plazomicin, its lead product candidate, for the treatment of serious bacterial infections due to MDR Enterobacteriaceae, including carbapenem-resistant Enterobacteriaceae. In 2013, the Centers for Disease Control and Prevention identified CRE as a "nightmare bacteria" and an immediate public health threat that requires "urgent and aggressive action." Achaogen reported a net loss of $27.09 million in 2015, a net loss of $20.17 million in 2014 and a net loss of $13.11 million in 2013. As of Sept. 30, 2016, Achaogen had $80.66 million in total assets, $49.64 million in total liabilities and $31.01 million in total stockholders' equity. The Company's independent accounting firm Ernst & Young LLP, in Redwood City, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company's recurring losses from operations and its need for additional capital raise substantial doubt about its ability to continue as a going concern. ADG COPPER: Seeks to Hire Whitaker Chalk as Legal Counsel --------------------------------------------------------- ADG Copper Canyon, Ltd. seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire Whitaker Chalk Swindle & Schwartz, PLLC to assist in obtaining financing, give advice regarding a potential sale or use of its assets, investigate fraudulent transfers, assist in the implementation of a plan, and provide other legal services. The hourly rates charged by the firm are: Robert Simon Member $450 Brandon Scot Pierce Member $350 Associates $200 - $275 Bonnie Peck Paralegal $125 Whitaker does not hold or represent any adverse interest, and is "disinterested" as defined in section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Robert A. Simon, Esq. Whitaker Chalk Swindle & Schwartz, PLLC 301 Commerce Street, Suite 3500 Fort Worth, TX 76107 Tel: (817) 878-0543 Fax: (817) 878-0501 Email: rsimon@whitakerchalk.com About ADG Copper Canyon ADG Copper Canyon, Ltd. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N. D. Texas Case No. 17-40508) on February 6, 2017. The petition was signed by Scott Schambacher, manager of general partner. The case is assigned to Judge Russell F. Nelms. At the time of the filing, the Debtor estimated assets and liabilities of $1 million to $10 million. ADMI CORP: $175MM Loan Add-On is Credit Negative, Moody's Says -------------------------------------------------------------- Moody's Investors Service said that ADMI Corp.'s proposed $175 million first lien term loan add-on, and the $15 million increase in senior unsecured notes (not rated by Moody's) is credit negative, but does not impact the company's credit ratings. These include the B2 Corporate Family Rating, B2-PD Probability of Default Rating and B1 rating on the first lien senior secured credit facilities. The rating outlook remains stable. ADMI Corp. is a holding company whose principal operating subsidiary is Aspen Dental Management, Inc. (ADMI). ADMI provides business support services to dentist owned professional corporations operating under the Aspen Dental trade name. ADMI CORP: S&P Affirms 'B' Rating on 1st Lien Secured Facility -------------------------------------------------------------- S&P Global Ratings affirmed its 'B' issue-level rating on ADMI Corp.'s first-lien senior secured credit facility. The recovery rating is '3', indicating S&P's expectation for meaningful (estimated 50%) recovery in the event of payment default. At the same time, S&P affirmed its 'CCC+' issue-level rating on the senior unsecured notes. The recovery rating is '6', indicating negligible (estimated 0%) recovery of principal in the event of a payment default. S&P's 'B' corporate credit rating on ADMI Corp. is not affected by this transaction. The rating outlook is stable. "Our ratings on Aspen Dental reflect the increase in leverage resulting from the proposed issuance of a $175 million add-on to its senior secured first-lien term loan and a $15 million increase to its senior unsecured notes," said S&P Global Ratings credit analyst Matthew Todd. S&P expects that leverage will remain above 5x and funds from operations to debt will remain in the low–double-digit percentages over the long term. While leverage increases modestly as a result of the dividend, S&P expects Aspen Dental to continue to generate some positive free cash flow. While S&P expects some deleveraging from EBITDA growth, S&P believes that any deleveraging will be temporary because Aspen Dental is owned by private equity financial sponsor American Securities LLC, and S&P expects the company to prioritize growth and shareholder dividends over debt repayment. S&P's corporate credit rating on Aspen Dental continues to reflect its position as the largest dental services organization (DSO) in the U.S., offset by its narrow operating focus in the highly fragmented and increasingly competitive dental services industry, which has low barriers to entry. While its strategy of de novo-based growth is not unique, Aspen Dental has been more successful than other DSOs S&P rates at executing a consistent strategy and converting capital expenditure investments into cash flow. It also reflects S&P's expectation that leverage will remain above 5x, with free cash flow and debt capacity used to grow the business and return capital to shareholders. ADVANTAGE AVIATION: Disclosures OK'd; Plan Hearing on April 10 -------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas has approved Advantage Aviation Technologies, Inc., and Advantage Aviation Technologies II, LLC's disclosure statement, referring to the Debtors' plan of reorganization. The plan confirmation hearing will commence on April 10, 2017, at 1:30 p.m. (Prevailing Central Time). The plan objection deadline will be April 3, 2017, at 4:00 p.m. (Prevailing Central Time). The voting deadline will be April 3, 2017, at 4:00 p.m. (Prevailing Central Time). The Debtors may file and serve (i) as appropriate, replies or an omnibus reply to objections or responses that may be served and filed, and (ii) a memorandum in support of confirmation of the Plan, on or before April 5, 2017. As reported by the Troubled Company Reporter on Jan. 16, 2017, the Debtors filed with the Court a proposed plan to exit Chapter 11 protection, wherein holders of Class 1 general unsecured claims against AAT will not receive a distribution from the company and instead must look to AAT II, if applicable. Class 9 general unsecured creditors of AAT II, which hold $851,302 in claims, will recover 30% of their claims. About Advantage Aviation Advantage Aviation Technologies, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N. D. Texas Case No. 16-30633) on Feb. 12, 2016. On May 15, 2016, Advantage Aviation Technologies II, LLC, filed Chapter 11 petition (Bankr. N. D. Texas Case No. 16-31973). The cases are jointly administered under Case No. 16-30633). At the time of the filing, AATII estimated its assets and debts at $1 million to $10 million. Rakhee V. Patel, Esq., and Annmarie Chiarello, Esq., at Winstead PC serves as the Debtors' bankruptcy counsel. AIM STEEL: Hires Kan & Clark to Replace Falcone as Counsel ---------------------------------------------------------- Aim Steel International, Inc., seeks authorization from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Kan & Clark, LLP, as attorney. The Debtor requires Kan & Clark to: (a) advise, assist and represent the Debtor with respect to the Debtor's rights, powers, duties, and obligations in the administration of this case, the operation of the business of the Debtor in accordance with applicable bankruptcy law, the disposition of any assets which are not necessary for an effective reorganization on accordance with the applicable bankruptcy law, the management of property of the Debtor in accordance with applicable bankruptcy law, and the collection, preservation and administration of assets of the Debtor's estate; (b) advise, assist and represent the Debtor in connection with analysis of the assets, liabilities and financial condition of the Debtor and other matters relating to the business of the Debtor and the preparation and filing of schedules, lists and statements, in compliance with the U.S. Trustee's guidelines, and filing of a Plan of Reorganization; (c) in connection with the filing of a Plan of Reorganization, to advise, assist, and represent the Debtor, with regard to (i) negotiations with parties in interest concerning a plan; (ii) the formulation, preparation, and presentation of a plan; (iii) any and all matters relating to confirmation of a plan; (iv) review and analyze the requirements of the Bankruptcy Code with regard to the foregoing, including without limitation the mandatory and optional; provisions of a plan; classification and impairment of creditors, any equity security holders, and other parties in interest; formulation, preparation, and presentation of a Disclosure Statement, notice requirements; and similar matters; and (v) assistance, advice and representation with regard to compliance with applicable legal requirements; (d) advise, assist and represent the Debtor with regard to objections to or subordination of claims and with regard to other litigation as required by the Debtor; and to advise and represent the Debtor with regard to the review and analysis of any legal issues incident to any of the foregoing; (e) advise, assist and represent the Debtor with regard to the investigation of the desirability and feasibility of the rejection or assumption and potential assignment of any executory contracts or unexpired leases and to provide review and analysis with regard to the requirements of the Bankruptcy Code and Federal Rules of Bankruptcy and the estate's rights and powers with regard to such requirements, and the initiation and prosecution of appropriate proceedings in connection therewith; (f) advise, assist and represent the Debtor with regard to all applications, motions or complaints concerning reclamation, adequate protection, sequestration, relief from stays, use of collateral, disposition or other use of assets of the estate, and all other similar matters; (g) advise, assist and represent the Debtor with regard to the sale or other dispositions of any assets of the estate, including without limitation the investigation and analysis of the alternative methods of effecting same, employment of auctioneers, appraisers or other person to assist with regard thereto; and the preparation, filing and service as requires of appropriate motions, notices and other pleadings as may be necessary to comply with the Bankruptcy Code and Bankruptcy Rules with regard to all of the foregoing; (h) prepare pleadings, applications, motions, reports and other papers incidental to administration, and to conduct examinations as may be necessary pursuant to Federal Rule of Bankruptcy Procedure 2004 or as otherwise permitted under applicable law; (i) provide support and assistance to the Debtor with regard to the proper receipt, disbursement and accounting for funds and property of the estate; and (j) perform any and all other legal services incident or necessary to the proper administration of this case and the representation of the Debtor in the performance of the Debtors' duties and exercise of the Debtor's rights and powers under the Bankruptcy Code and Bankruptcy Rules. Kan & Clark will be paid at these hourly rates: Attorneys $300 Paralegals $110 Kan & Clark will also be reimbursed for reasonable out-of-pocket expenses incurred. Alan Kan, member of Kan & Clark, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. On Oct. 14, 2016, the Court had approved Ian M. Falcone, Esq., at The Falcone Law Firm, P.C. as the Debtor's attorney. On Jan. 19, 2017, Mr. Falcone filed a motion to withdraw as attorney of Record of Debtor. The Court granted Mr. Falcone's motion on Feb. 2, 2017 and provided the Debtor a limited opportunity to retain a new counsel. The new counsel, Kan & Clark, can be reached at: Alan Kan, Esq. KAN & CLARK, LLP 2849 Paces Ferry Road, Suite 215 Atlanta, GA 30339 Tel: (678) 298-7911 E-mail: akan@kanclarklaw.com About AIM Steel AIM Steel International, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 16-67661) on Oct. 3, 2016. The petition was signed by David Brown, general manager. At the time of the filing, the Debtor disclosed $578,812 in assets and $2.67 million in liabilities. Guy G. Gebhardt, Acting U.S. Trustee for Region 21, on Oct. 27, 2016, appointed three creditors of AIM Steel to serve on the official committee of unsecured creditors. ALFA MEDICAL: Seeks Court Approval to Use IRS Cash Collateral ------------------------------------------------------------- Alfa Medical Equipment & Supplies, Inc., seeks authorization from the U.S. Bankruptcy Court for the Eastern District of Michigan to use cash collateral. The Internal Revenue Service asserts a first priority security interest in the Debtor's assets to secure payment of prepetition payroll taxes totaling approximately $6,000. The Debtor asserts that the aggregate market value of its property is approximately $25,000, which is in excess of the secured debt owing to the IRS. The Debtor believes that the IRS' over-collateralized position provides them with adequate protection. Additionally, the Debtor will provide the IRS with replacement liens to the extent that said use of cash collateral results in any decrease in the value of the its liens. As set forth in the Income Statement, the Debtor has projected monthly expenses including rent, gas and oil, vehicle leases, utilities, payroll insurance, office supplies, and inventory replacement of approximately $16,000. The Debtor tells the Court that it needs to continue its business in order to be able to propose a Plan of Reorganization. However, the Debtor further tells the Court that it has no alternative borrowing source. As such, the Debtor contends that in order to remain in business it must be permitted to utilize the cash proceeds of its accounts receivables to pay employees and continue its affairs. A full-text copy of the Debtor's Motion, dated Feb. 21, 2017, is available at https://is.gd/qtTdQ6 A copy of the Debtor's Income Statement is available at https://is.gd/hc2H53 About Alfa Medical Equipment & Supplies, Inc. Alfa Medical Equipment & Supplies, Inc. filed a Chapter 11 petition (Bankr. E.D. Mich. Case No. 17-42144), on February 17, 2017. The petition was signed by Zakhar Volozin, General Manager. The Debtor is represented by Jay S. Kalish, Esq. at Jay S. Kalish & Associates, P.C. At the time of filing, the Debtor had both assets and liabilities estimated to be less than $50,000 each. AMERICAN AXLE: Fitch Lowers LT Issuer Default Ratings to BB- ------------------------------------------------------------ Fitch Ratings has downgraded the Long-Term (LT) Issuer Default Ratings (IDRs) of American Axle & Manufacturing Holdings, Inc. (AXL) and its American Axle & Manufacturing, Inc. (AAM) subsidiary to 'BB-' from 'BB'. Fitch has removed the ratings from Rating Watch Negative. In addition, Fitch has assigned a rating of 'BB+/RR1' to AAM's new secured credit facility, consisting of an $800 million revolver, a $100 million term loan A, and a $1.55 billion term loan B. Fitch has also affirmed the rating on AAM's existing secured revolving credit facility at 'BB+/RR1'. Fitch has downgraded AAM's senior unsecured notes rating to 'BB-/RR4' from 'BB/RR4'. The Rating Outlooks for both AXL and AAM are Stable. KEY RATING DRIVERS The downgrade of the IDRs for both AXL and AAM is the result of the company's pending acquisition of Metaldyne Performance Group Inc. (MPG), which the companies expect to close in the first half of 2017. Although the acquisition will significantly enhance the customer, product and geographic diversification of AXL's business, Fitch expects the incremental debt needed to complete the acquisition will result in intermediate-term leverage above a level consistent with AXL's prior LT IDR of 'BB'. The increase in leverage is particularly significant, given the cyclicality of the auto industry. Fitch expects sales in North America, the largest market for both AXL's and MPG's sales, to slow over the next several years, and although U.S. sales are likely to plateau at historically strong levels for at least several more years, a more pronounced decline in demand could hinder AXL's ability to de-lever its balance sheet as expeditiously as planned. Over the longer term, the acquisition will significantly enhance the diversity of AXL's book of business, a key part of the company's post-recession strategy that Fitch expects will make it more resilient to the effects of future down cycles. Driveline components will make up less than 50% of AXL's sales following the acquisition, down from about 90% today. By 2019, sales related to General Motors Company's (GM) full-size light truck program will likely comprise less than 30% of AXL's revenue base, down from nearly half today. Geographically, the acquisition will significantly grow AXL's presence in Europe, while providing enhanced opportunities to sell MPG's products in Asia, where MPG has a relatively minor presence today. Growth in product, customer and geographic diversification could take on added importance if the U.S. government enacts border adjustment taxes or import tariffs. Aside from the increase in leverage, there are other transaction-related risks that Fitch has incorporated into the downgrade of the IDRs. In particular, merging both companies' sizeable operations could lead to integration issues and higher-than-expected integration costs. It could also delay the attainment of expected synergies or reduce the size of the transaction's potential synergies. The change in ownership, which will result in American Securities holding the largest equity stake in AXL, adds a further element of uncertainty about the credit profile. Although there are mitigants to each of these issues, they nonetheless heighten intermediate-term risk in the company's operating and credit profiles. AXL intends to fund the acquisition with a combination of cash and stock. AXL also plans to refinance about $1.9 billion in MPG debt as part of the transaction. The cash will be primarily funded by the new term loans and proceeds from $1.2 billion in senior unsecured notes that the company intends to issue at a later date. Fitch estimates that total debt at closing will be about $4.3 billion, including roughly $40 million in factoring at MPG that Fitch treats as debt. The recovery rating of 'RR1' assigned to AAM's new secured credit facility reflects its collateral coverage, which includes virtually all the assets of AXL and MPG, leading to expected recovery prospects in the 90% to 100% range in a distressed scenario. The recovery rating of 'RR4' assigned to AAM's senior unsecured notes reflects Fitch's expectation that recovery prospects would be average, in the 30% to 50% range, in a distressed scenario. With pro forma latest 12 months (LTM) EBITDA of about $1.2 billion (including $100 million to $120 million of expected synergies) Fitch expects pro forma leverage to be 3.6x at closing. Financing a portion of the transaction with term loans will provide AXL with the flexibility to use free cash flow (FCF) to reduce debt, and with a combination of lower debt and increased EBITDA, Fitch expects leverage to decline to the low-3x range by year-end 2018 and to the mid-2x range by year-end 2019. By way of comparison, AXL's standalone debt at year-end 2016 was $1.4 billion and EBITDA leverage was 2.2x. Fitch expects funds from operations (FFO) adjusted leverage to decline from around 4x on a pro forma basis at closing to the mid-3x range at year-end 2018 and the low-3x range by year-end 2019. Following the closing of the transaction, Fitch expects AXL to produce relatively strong FCF over the intermediate term, with FCF margins running in the mid-single digit range over the next couple of years and potentially higher beyond that as the company benefits from the expected cost synergies. Fitch expects capital spending as a percentage of revenue to run in the 6% to 7% range over the next several years as the company makes investments to support its growing book of business. Fitch also expects AXL's liquidity to remain strong over the intermediate term, with its cash on hand augmented by the new $800 million secured revolver. Fitch expects the company will not engage in any notable share repurchases for several years as it de-levers, however, as noted in its recent 10-K filing, it plans to acquire a subsidiary of U.S. Manufacturing Corporation in the first quarter of 2017 for $162.5 million. Fitch has included this acquisition in its forecasts. Both AXL and MPG have defined benefit pension plans, but MPG's are relatively minor. As of year-end 2015 (the most recent available information), MPG's global pensions were underfunded by only $33 million, most of which was due to unfunded plans outside the U.S. MPG's U.S. plan was underfunded by only $8.9 million. At year-end 2016, AXL's global pension plans were 85% funded, with an underfunded status of $106 million. Given AXL's post-acquisition liquidity and FCF prospects, Fitch does not view the company's pension plans as a meaningful credit risk. KEY ASSUMPTIONS -- AXL's acquisition of MPG is completed as planned in the first half of 2017; -- U.S. light vehicle sales plateau at around 17 million for the next several years, while global sales continue to rise modestly in the low-single digit range; -- AXL's debt rises to about $4.3 billion at the transaction close, but the company targets all available FCF toward debt reduction until it hits its net leverage target (according to its own calculation) of 1.5x; -- Capital spending runs at about 6% to 7% of revenue over the intermediate term; -- The company keeps between $300 million and $400 million in cash on hand; -- The company completes the $162.5 million acquisition of a subsidiary of U.S. Manufacturing Corporation in the first quarter of 2017; -- The company suspends its share repurchase program while it focuses on debt reduction. RATING SENSITIVITIES Positive: Future developments that may, individually or collectively, lead to a positive rating action include: -- Sustained FCF margins of 4% or higher; -- Sustained EBITDA leverage below 3x; -- Sustained FFO adjusted leverage in the low 3x range. Negative: Future developments that may, individually or collectively, lead to a negative rating action include: -- Significant disruptions or inefficiencies resulting from acquisition integration issues; -- Sustained EBITDA leverage above 3.5x; -- Sustained FFO adjusted leverage above 4x; -- A sustained decline in the EBITDA margin to below 12%; -- Sustained FCF margins below 2%. Fitch has taken the following rating actions on AXL and AAM: AXL -- IDR downgraded to 'BB-' from 'BB'. AAM -- IDR downgraded to 'BB-' from 'BB'; -- New $800 million secured revolving credit facility rating assigned at 'BB+/RR1'; -- New $100 million secured term loan A rating assigned at 'BB+/RR1'; -- New $1.55 billion secured term loan B rating assigned at 'BB+/RR1'; -- Existing $523.5 million secured revolving credit facility rating affirmed at 'BB+/RR1'; -- Senior unsecured notes rating downgraded to 'BB-/RR4' from 'BB/RR4'. The Rating Outlook is Stable. AMERICAN AXLE: Moody's Lowers Corporate Family Rating to B1 ----------------------------------------------------------- Moody's Investors Service downgraded the ratings of American Axle & Manufacturing Holdings, Inc.'s - Corporate Family and Probability of Default Ratings to B1 and B1-PD, from Ba3 and Ba3-PD, respectively. The downgrade incorporates American Axle's proposed capital structure related to the financing of its announced transaction to acquire all outstanding shares of Metaldyne Performance Group Inc. ("MPG") in a cash and stock transaction valued at approximately US$1.6 billion, and repay approximately $1.9 billion of debt at MPG. In a related action, Moody's downgraded the ratings of American Axle & Manufacturing, Inc.'s existing senior unsecured notes to B2 from B1, and assigned a Ba2 rating to the proposed senior secured bank credit facilities. The proposed senior secured bank credit facilities will be used to partially finance the above transaction. American Axle's Speculative Grade Liquidity Rating was affirmed at SGL-2. The rating outlook is stable. This action concludes the review for downgrade initiated on November 3, 2016. American Axle & Manufacturing Holdings, Inc.: Corporate Family Rating, to B1 from Ba3; Probability of Default Rating, B1-PD from Ba3-PD American Axle & Manufacturing, Inc.: $200 million senior unsecured notes due 2019, to B2 (LGD5) from B1 (LGD4); $550 million senior unsecured notes due 2022, to B2 (LGD5) from B1 (LGD4); $400 million senior unsecured notes due 2021, to B2 (LGD5) from B1 (LGD4); $200 million senior unsecured notes due 2019, to B2 (LGD5) from B1 (LGD4). The following ratings were assigned: American Axle & Manufacturing, Inc.: Ba2 (LGD2) to the $800 million senior secured revolving credit facility due 2022; Ba2 (LGD2) to the $100 million senior secured term loan A due 2022; Ba2 (LGD2) to the $1.550 billion senior secured term loan B due 2024; The following rating was affirmed: American Axle & Manufacturing Holdings, Inc.: Speculative Grade Liquidity Rating, at SGL-2 Following this rating action American Axle & Manufacturing Holdings, Inc.'s Corporate Family, Probability of Default, and Speculative Grade Liquidity Ratings will be withdrawn and assigned to American Axle & Manufacturing, Inc. RATINGS RATIONALE The downgrade of American Axle's CFR to B1 incorporates the company's expected increased leverage following the transaction combined with headwinds in certain of MPG's end-markets. As part of the transaction, American Axle will acquire all outstanding shares of MPG in a cash and stock transaction valued at approximately US$1.6 billion, and will repay approximately $1.9 billion of debt at MPG. The transaction represents about a 7.6x multiple of MPG's EBITDA (inclusive of Moody's standard adjustments) for the 12 months ended September 30, 2016, before any synergies. On a pro forma basis, Moody's estimates American Axle's debt/EBITDA to increase to about 4.2x (inclusive of Moody's standard adjustments and before synergies) from 2.6x as of December 31, 2016. The transaction is expected to close in the first half of 2017, subject to certain conditions, including approval of American Axle's and MPG stockholders, receipt of regulatory approvals and other customary closing conditions. American Axle will be challenged over the near-term with its first major acquisition as global automotive demand plateaus in 2017, inclusive of volume declines in the U.S. at about 0.6% in 2017 according to Moody's forecast. American Axle also will lose a portion of business provided to its largest customer, General Motors, for model year 2019. While the company has made significant progress in replacing this business, this new business will likely reflect comparatively lower profit margins. Demand for commercial vehicles (about 10% of MPG's 2015 sales) is expected to continue to decline through the first half of 2017. While weak, industrial demand (about 8% of MPG's 2015 sales) is anticipated to show signs of stability. Concurrently, American Axle must manage improving the profitability of Brillion Iron Works, Inc., acquired by MPG in September 2016. The transaction is expected to bring several positives to American Axle including increased scale, and higher levels of customer, geographic, and industry diversity. In addition American Axle expects synergies of at least $100 million to $120 million in identified annual savings. American Axle is expected to have a good liquidity profile over the next 12-18 months supported by positive free cash flow generation and cash on hand. Pro forma for the close of the transaction, the company is estimated to have about $387 million of cash on hand. Both American Axle and MPG have generated positive free cash flow on an LTM basis over the recent years. As such, the combined entity should generate positive free cash flow in the mid to high single digits as a percentage of debt over the near-term. There are no major maturities until 2019. Pro Forma for the close of the transaction, the proposed $800 million revolving credit facility is expected to be unused but for a small level of outstanding letters of credit and is anticipated to remain unfunded over near-term. Financial covenants under the proposed revolving credit and term loan A facilities include a maximum total net leverage ratio and a minimum EBITDA/cash interest expense ratio; the term loan B facility will not have financial maintenance covenants. A rating upgrade would require continued revenue and earnings growth, resulting in strong free cash flow to support debt reduction. Support for a positive rating action includes the expectation of sustained EBITA/Interest coverage above 2.5x and Debt/EBITDA at below 3.0x, while maintaining a good liquidity profile. A downgrade could arise if industry conditions were to deteriorate without sufficient offsetting restructuring actions or savings by the company. A lower rating could result if EBITA/Interest is expected to approach 1.5x, Debt/EBITDA above 4.5x, or if liquidity deteriorates. The principal methodology used in these ratings was Global Automotive Supplier Industry published in June 2016. MPG is a leading provider of highly-engineered lightweight components for use in powertrain and suspension applications for the global light, commercial and industrial vehicle markets. MPG produces these components and modules using complex metal-forming manufacturing technologies and processes for a global customer base of vehicle OEMs and Tier I suppliers. MPG has a global footprint spanning more than 60 locations in 13 countries. MPG reported revenues of $2.9 billion for LTM period ending October 2, 2016. American Axle & Manufacturing, Inc., headquartered in Detroit, MI, manufactures, designs, engineers and validates driveline systems and related components and modules, chassis systems for light trucks, SUV's, CUV's, passenger cars, and commercial vehicles. The company has locations in the USA, Mexico, Brazil, China, Germany, India, Japan, Luxembourg, Poland, Scotland, South Korea, Sweden and Thailand. The company reported revenues of $3.9 billion for fiscal year 2016. AMERICAN AXLE: S&P Affirms 'BB-' CCR; Outlook Stable ---------------------------------------------------- S&P Global Ratings said that it has affirmed its 'BB-' corporate credit rating on American Axle & Manufacturing Holdings Inc. The outlook is stable. At the same time, S&P assigned its 'BB' issue-level rating (one notch above S&P's corporate credit rating on the company) and '2' recovery rating to its $1.55 billion term loan B, $100 million term loan A, and $800 million revolving credit facility. The '2' recovery rating on the facility indicates S&P's expectation for substantial (70%-90%; rounded estimate 80%) recovery in the event of a payment default. Additionally, S&P lowered its issue-level ratings on the company's senior unsecured debt to 'B' from 'BB-' and revised S&P's recovery rating on the debt to '6' from '4'. The '6' recovery rating indicates S&P's expectation of negligible (0%-10%; rounded estimate 5%) recovery in the event of a payment default. "The affirmation reflects our belief that American Axle's improved customer and product diversity following the proposed acquisition of Metaldyne will likely somewhat offset the additional debt it will take on to fund the transaction, which should improve the cushion under the company's credit metrics relative to our thresholds for the current rating," said S&P Global credit analyst Nishit Madlani. The stable outlook on American Axle reflects S&P's expectation that the company will experience modest organic growth into 2017 and that management will stay committed to lowering its debt-to-EBITDA toward 3x over the next two years, especially given the slight softening in auto demand and its exposure to large trucks. S&P could revise its outlook on the company to negative or lower S&P's ratings over the next 12 months if it come to believe that it will not likely generate a FOCF-to-debt ratio of at least 5% on a sustained basis. This could occur because of higher-than-anticipated integration costs, lower-than-expected margins on the company's new and replacement programs, or a sharp decline in light truck sales. In addition, S&P could lower the rating if the company's financial policy under Metaldyne's controlling stockholder, American Securities LLC, indicates an increased tolerance for debt--potentially with a larger use of cash for shareholder friendly activities. Though unlikely over the next 12 months, S&P could raise its rating on American Axle if the demand in the U.S. full-size pickup and large sport utility vehicle (SUV) markets demonstrate solid growth and it seems likely that the company's debt-to-EBITDA will improve toward 3x-4x before the next downturn with a free cash flow-to-adjusted debt ratio of around 10%-15% on a sustained basis. ANDERSON SHUMAKER: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Anderson Shumaker Company 824 S. Central Ave. Chicago, IL 60644 Case No.: 17-05206 Chapter 11 Petition Date: February 23,2017 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: Hon. Donald R Cassling Debtor's Counsel: Scott R Clar, Esq. CRANE, HEYMAN, SIMON, WELCH & CLAR 135 S Lasalle Suite 3705 Chicago, IL 60603 Tel: 312 641-6777 Fax: 312 641-7114 E-mail: sclar@craneheyman.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Richard J. Tribble, chief executive officer. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/ilnb17-05206.pdf ATRIUM INNOVATIONS: Moody's Affirms B2 Corporate Family Rating -------------------------------------------------------------- Moody's Investors Service affirmed Atrium Innovations Inc. B2 corporate family rating (CFR) and B2-PD probability of default rating, and downgraded the ratings on first lien credit facilities ($75 million revolver and outstanding $340 million term loan) to B2 from B1 following the announced $190 million add-on to the first lien term loan, increasing it to $530 million. The B1 and Caa1 ratings respectively on Atrium's EUR91 million (face value) first lien term loan and $150 million (face value) second lien term loan are unchanged and will be withdrawn when the refinance transaction closes. The ratings outlook remains stable. The company plans to use the net proceeds from the add-on term loan, together with balance sheet cash to repay the existing Euro-denominated first lien term loan and the second lien term loan outstanding. "The corporate family rating has been affirmed because the transaction is leverage-neutral: adjusted Debt/EBITDA will remain around 5.8x," said Peter Adu, Moody's AVP. "The ratings on the first lien facilities were downgraded due to elimination of loss absorption cushion provided by the second lien term loan", added Adu. The following rating actions were taken: Ratings Affirmed: Corporate Family Rating, B2 Probability of Default Rating, B2-PD Ratings Downgraded: $75 million revolving credit facility due 2019, to B2 (LGD3) from B1 (LGD3) $340 million first lien term loan due 2021, to B2 (LGD3) from B1 (LGD3) Ratings Unchanged: EUR91 million (face value) first lien term loan due 2021, B1 (LGD3); to be withdrawn at close $150 million (face value) second lien term loan due 2021, Caa1 (LGD5); to be withdrawn at close Outlook Action: Remains Stable RATINGS RATIONALE Atrium's B2 CFR primarily reflects its narrow product profile, exposure to increasing regulation and rising compliance costs, and small revenue size relative to key rated peers. These attributes are offset by Moody's expectation of leverage (adjusted Debt/EBITDA) below 5.5x within 12 to 18 months (pro forma 5.8x), relatively resilient business with good positions in the marketing of dietary supplements through the growing healthcare practitioner and health food store channels, and strong margins. The rating considers the good long term industry growth prospects due to aging population and increasing attention to health and wellness. The rating also incorporates the industry's occasional product safety recalls and exposure to product liability claims. Atrium has very good liquidity. The company's sources of liquidity exceed $135 million compared to mandatory debt repayments of $5.3 million in the next 12 months. Atrium's liquidity is supported by cash of $21 million when the refinance transaction closes, expected free cash flow in excess of $40 million for the next 4 quarters, and full availability under its $75 million revolver due in 2019. The revolver has no applicable financial covenant unless drawings plus outstanding letters of credit exceed 25%, at which point a total leverage covenant comes into effect. Moody's expects the covenant level to have cushion in excess of 20% if applicable. Atrium has limited ability to generate liquidity from asset sales as its assets are encumbered. The outlook is stable because Moody's expects modest EBITDA growth to enable leverage to fall below 5.5x within 12 to 18 months. A ratings upgrade to B1 would require Atrium to increase its scale and enhance its product and manufacturing diversity in order to reduce the risk of product recalls, while sustaining adjusted Debt/EBITDA below 4.5x (pro forma 5.8x) and EBIT/Interest above 3x (pro forma 2.3x). A ratings downgrade to B3 could occur if adjusted Debt/EBITDA was sustained above 6x and EBIT/Interest below 1.5x. Worsening liquidity, possibly due to negative free cash flow generation or engaging in debt-funded distributions to its financial sponsor could also lead to a downgrade. The principal methodology used in these ratings was Global Packaged Goods published in January 2017. Atrium Innovations Inc. develops, manufactures and markets natural health products and dietary supplements. The company is majority-owned by Permira Funds and is headquartered in Westmount, Quebec. Revenue for the twelve months ended September 30, 2016 was $560 million. BASS PRO: Bank Debt Trades at 4% Off ------------------------------------ Participations in a syndicated loan under Bass Pro Group LLC is a borrower traded in the secondary market at 96.08 cents-on-the-dollar during the week ended Friday, February 24, 2017, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.66 percentage points from the previous week. Bass Pro pays 500 basis points above LIBOR to borrow under the $2.97 billion facility. The bank loan matures on Nov. 11, 2023 and carries Moody's B1 rating and Standard & Poor's B+ rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended February 24. BAYWAY HAND: Trustee Taps AEI as Environmental Expert ----------------------------------------------------- Donald Conway, the Chapter 11 trustee for Bayway Hand Car Wash President Jose Vasquez, seeks approval from the U.S. Bankruptcy Court in New Jersey to hire an environmental expert. The trustee proposes to hire All Environmental Inc. to prepare an environmental report and survey related to a real property located at 4778 Broadway, New York. AEI will receive $16,500 for the preparation of Phase II report for the property and $3,575 for the survey. John Copman, a member of AEI, disclosed in a court filing that his firm does not hold or represent any interest adverse to the Debtor's bankruptcy estate, and is "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: John F. Copman All Environmental Inc. 2447 Pacific Coast Highway, Suite 101 Hermosa Beach, CA 90254 Phone: (310) 798-4255 About Bayway Hand Car Wash Bayway Hand Car Wash Corp. sought Chapter 11 protection (Bankr. D.N.J. Case No. 13-32632) on Oct. 17, 2013. The petition was signed by Jose L. Vazquez, president. The Debtor estimated assets and liabilities of less than $50,000. The Debtor tapped Russell J. Passamano, Esq., at Decotiis, Fitzpatrick, Cole and Wisler as counsel. BELK INC: Bank Debt Trades at 14% Off ------------------------------------- Participations in a syndicated loan under BELK, Inc. is a borrower traded in the secondary market at 85.96 cents-on-the-dollar during the week ended Friday, February 24, 2017, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.50 percentage points from the previous week. BELK, Inc. pays 450 basis points above LIBOR to borrow under the $1.5 billion facility. The bank loan matures on Nov. 19, 2022 and carries Moody's B2 rating and Standard & Poor's B rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended February 24. BOOM LIMO: Seeks to Hire Raymond Miller as New Legal Counsel ------------------------------------------------------------ Boom Limo LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of California to hire Raymond Miller, Esq., as its new legal counsel. Mr. Miller will replace John Downing, Esq., the attorney initially hired by the Debtor. The services to be provided by the proposed counsel include: (a) preparation and filing any amendments to the required schedules and statement of financial affairs; (b) appearance at hearings on the Debtor's disclosure statement and plan and other hearings set by creditors or the U.S. trustee; (c) consult with the Debtor regarding the progress of its case; (d) handle inquiries from the U.S. trustee and any creditors; (e) initiate or defend any motion; (f) represent the Debtor in connection with any examination conducted pursuant to Federal Rule of Bankruptcy 2004; (g) preparation of disclosure statement and bankruptcy plan; (h) advise the Debtor and preparing documents in connection with the contemplated operation of its business; and (i) advise the Debtor in connection with the disposal of any assets of its bankruptcy estate. Mr. Miller will charge an hourly rate of $425, and will receive reimbursement for work-related expenses. In a court filing, Mr. Miller disclosed that he has no connection with any creditor or attorney involved in the Debtor's bankruptcy case. Mr. Miller maintains an office at: Raymond R. Miller, Esq. Mission Law Center 225 West Winton Avenue, Suite 125 Hayward, CA 94544 Tel: 510-938-0075 Fax: 888-416-3730 Email: raymiller101@hotmail.com About Boom Lino Boom Limo LLC filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 16-50390) on February 10, 2016. At the time of filing, the Debtor had $1,000,000 to $10,000,000 in estimated assets and $1,000,000 to $10,000,000 in estimated liabilities. A list of the Debtor's seven largest unsecured creditors is available at http://bankrupt.com/misc/canb16-50390.pdf The petition was signed by Francisco Carlos Rezende, president and chief executive officer. Mr. Francisco was appointed as the responsible person for the Debtor by an order entered on October 19, 2016. No trustee has been appointed in the case. On January 20, 2017, the Debtor filed a disclosure statement and Chapter 11 plan. BREITBURN ENERGY: Asks Court to Move Plan Filing Period to May 12 ----------------------------------------------------------------- Breitburn Energy Partners LP and its affiliated debtors ask the U.S. Bankruptcy Court for the Southern District of New York to further extend the period during which the Debtors have the exclusive right to file a chapter 11 plan through May 12, 2017 and to obtain acceptances of such plan through July 11, 2017. The Debtors tell the Court that they are currently managing and overseeing a comprehensive and inclusive plan process involving all of their creditor and shareholder constituencies in an effort to achieve a consensus. The Debtors add that substantial progress has been made in this endeavor, and as such, the requested extension will allow the Debtors to continue which its negotiation process. The Debtors relate that they have been working constructively with the Creditors' Committee, the UCC Ad Hoc Bondholders, the Ad Hoc Group, the Equity Committee, and each of their respective advisors, in the plan negotiation process in a manner designed to optimize the ability to achieve a consensual plan. Notably, many of these constituencies, including the Creditors' Committee, have only recently completed their due diligence which they acknowledged was a prerequisite to their ability to even commence engaging in substantive plan negotiations. The Debtors also relate that in furtherance of these negotiations, they have renewed negotiations with the holders of their Second Lien Notes with respect to this proposed plan structure. These negotiations are ongoing, with the Debtors spearheading the effort to achieve terms that are acceptable to both major constituencies. Furthermore, the Ad Hoc Group also has recently furnished the Debtors with a plan proposal, and the Debtors have been advised that an additional plan proposal will be forthcoming from a group of its preferred unitholders. Of course, these proposals must be analyzed and considered as part of the plan process. The Debtor contends that although many issues need to be addressed, they believe that the chapter 11 plan proposals being exchanged and discussed encompass a workable framework that would significantly deliver the Debtors' balance sheet and provide the Debtors with a post-emergence capital structure that would maximize value and assure the Debtors' long-term viability. A hearing on the Debtors' Motion will be held on March 8, 2017 at 10:00 a.m. Objections are due no later than March 1, 2017. About Breitburn Energy Partners LP Breitburn Energy Partners LP and 21 of its affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 16-11390) on May 15, 2016, listing assets of $4.71 billion and liabilities of $3.41 billion. The petitions were signed by James G. Jackson, executive vice president and chief financial officer. The Debtors are represented by Ray C Schrock, Esq. and Stephen Karotkin, Esq. at Weil Gotshal & Manges LLP. The Debtors hired Steven J. Reisman, Esq. and Cindi M. Giglio, Esq. at Curtis, Mallet-Prevost, Colt & Mosle LLP as their conflicts counsel. The Debtors tapped Alvarez & Marsal North America, LLC as financial advisor; Lazard Freres & Co. LLC as investment banker; and Prime Clerk LLC as claims and noticing agent. Breitburn Energy et al., are an independent oil and gas Partnership engaged in the acquisition, exploitation and development of oil and natural gas properties, Midstream Assets, and a combination of ethane, propane, butane and natural gasoline that when removed from natural gas become liquid under various levels of higher pressure and lower temperature, in the United States. The Debtors conduct their operations through Breitburn Parent's wholly-owned subsidiary, Breitburn Operating LP, and BOLP's general partner, Breitburn Operating GP LLC. The U.S. trustee for Region 2 appointed three creditors of Breitburn Energy Partners LP and its affiliates to serve on the official committee of unsecured creditors, and on Nov. 15, the U.S. Trustee appointed seven creditors of Breitburn Energy Partners LP and its affiliated debtors to serve on the official committee of unsecured creditors. BROOKLYN NAVY: Moody's Raises Secured Debt Rating to 'B2' --------------------------------------------------------- Moody's Investors Service upgraded the senior secured debt rating of Brooklyn Navy Yard Cogeneration Partners L.P. (BNY or Project) to B2 from Caa1. The rating outlook is stable. BNY is a 286 MW dual-fuel cogeneration facility located in Brooklyn, New York. The project sells nearly 100% of its power and steam output to Consolidated Edison Company of New York (ConEd; A2, stable) under a long term sales agreement that expires in 2036. The Project is 100% owned by EIF United States Power Fund IV L.P. (EIF USPF IV). EIF USPF IV is managed by Ares EIF Management, LLC (Ares/EIF or Sponsor), a wholly-owned subsidiary of Ares Management, L. P. (Ares). RATINGS RATIONALE The upgrade to B2 reflects Moody's expectations of improving financial performance and debt service coverage ratios (DSCRs) owing to the expiration of an above market natural gas transportation contract in November 2016 and to lower annual debt service requirements following the final repayment of a previously drawn bank facility in November 2015. The rating action also reflects the improved operating performance since Ares/EIF bought the Project and installed NAES Corporation (NAES) and Power Plant Management Services, LLC (PPMS) as operator and asset manager, respectively, which should continue to help strengthen credit quality. BNY negotiated new natural gas transportation agreements with the Transco and Iroquois pipelines through 2026 and 2021, respectively, at a lower cost per MMBtu than a previous transportation agreements, which expired in the fourth quarter 2016. This modification is expected to result in DSCRs above 1.0x for the first time in several years, starting in 2018. As discussed below, the DCSR 2017 results will be negatively affected by a planned major maintenance outage. At the same time, BNY secured two, 2-year natural gas supply contracts with BP Energy and Tenaska Gas Storage, which expire on October 31, 2018. The rating also recognizes the long-term Energy Sales Agreement (ESA) for electric and steam capacity and delivery with ConEd. Under the contract, ConEd purchases essentially the entire output of the facility in the form of steam and electricity. BNY receives fixed capacity payments for 220 MWs of the plant's electrical generation capacity. The prices that ConEd pays for delivered steam and electricity are partially indexed to the NYMEX natural gas price, which is also the basis for BNY fuel purchases. There are, however, certain imperfections in the ESA, which prevent the Project from achieving the kind of stable and predictable cash flows that are more typically seen with power projects that have long-term contracts with investment grade offtakers. Specifically, 35% of the electricity price is indexed to NYMEX, while the remaining 65% is indexed to inflation. As a consequence of this NYMEX indexation, the plant's electricity sales can be profitable when natural gas prices are low, though profitability can be eroded in a high natural gas price environment, where BNY does not receive full recovery on its fuel cost. On the other hand, steam sales are generally profitable to the project regardless of the natural gas price, though Moody's notes that higher natural gas prices generally lead to more profitable steam sales. The Project can also experience basis risk due to another imperfection in the ESA and weather conditions. During cold winter days, when residential and commercial natural gas use is at its highest, BNY is susceptible to fuel curtailment by its local gas distributors (LDCs). While the Project has secured firm gas contracts for delivery to their city gate, the LDCs reserve the right to curtail the Project for up to 19 days should there be an emergency or to meet reliability. When gas interruptions occur, the Project burns fuel oil to generate steam and electricity. This can result in substantial basis risk, especially when the price spread between fuel oil and natural gas is large, as the ESA with ConEd does not pass-through actual fuel oil expense, but remains indexed to the NYMEX gas price. As a result, the Project sustains considerable margin reduction under such curtailment scenarios. The Project experienced a high degree of margin erosion during the winter of 2013/2014 when historically low temperatures led to a series of gas interruptions forcing the plant to run on high cost fuel oil. This winter has seen no comparable effects due primarily to a mild winter and low oil prices. The rating also takes into consideration the plant's improved operating performance. Since purchasing BNY, Ares/EIF has hired an experienced plant operator, NAES, to provide O&M services to the Project, and have also contracted with PPMS to provide day-to-day management, accounting, administrative and other supporting services to the plant. BNY also signed a long-term service agreement with Siemens in 2014 to cover parts and services through 2027 (the plant is configured with two Siemens gas turbines and two Siemens steam turbines). Furthermore, the Project implemented a major maintenance program that includes a flood control system to prevent the kind of damage caused by Superstorm Sandy in late 2012, as well as a 5-year major maintenance cycle for the Siemens gas turbines and a 7-year cycle for the steam turbines. The next major maintenance event is expected to occur this year on gas turbine unit 2. During 2016, BNY maintained strong operational performance with YTD to September monthly equivalent availability factors in the 98-99% range. There have been no major forced outage events reported in 2016. Project level liquidity remains weak and a rating constraint. The Project's $18 million working capital facility expired and was not renewed, and the $29.6 million debt service reserve LOC has been utilized with the associated debt obligations being fully repaid in November 2015. Equity infusions from Ares/EIF helped facilitate the timely repayment of this obligation. Moody's understands that BNY has the cash resources that will allow it to cover debt service in 2017, even though the coverage is forecasted to be below 1.0x this year, without having to require additional equity contributions from the Sponsor. Debt service payments for 2017 are due on April 1, and October 1, and total $34.8 million. Moody's believes Ares/EIF remains supportive of this Project and would continue to support this project if needed, even if they are not legally obligated to do so, as there is an economic incentive to do so owing to the expected improvement in financial performance resulting from the new gas transportation contracts and the long-term ESA with ConEd. Outlook The stable outlook reflects Moody's assumptions that the Project has turned a corner and its financial and operating performance has stabilized. In addition, the stable rating outlook also considers the involvement and ownership of the Project by Ares/EIF and Moody's assumptions that incentives exist for ongoing Sponsor support, should that be necessary. What Could Change the Rating - Up Positive trends that could lead to an upgrade include an improvement in Project level liquidity, including the funding of various reserve accounts, and financial results that demonstrate that the Project is able to produce DSCR that range between 1.10x -1.20x on a sustained basis. What Could Change the Rating - Down The rating or outlook could come under downward pressure if the Project continues to produce coverage ratios below 1.0x on a sustained basis despite the expiration of the high cost natural gas transportation contract, if Ares/EIF fails to provide capital infusions to the Project to meet debt service shortfalls, if needed, or should there were to be an unforeseen sustained forced outage, which would further impact liquidity. The principal methodology used in these ratings was Power Generation Projects published in December 2012. CADIZ INC: Odey Asset et al. Hold 6.21% Stake as of Dec. 31 ----------------------------------------------------------- In an amended Schedule 13G filed with the Securities and Exchange Commission, Odey Asset Management Group Ltd, Odey Asset Management LLP, Odey Holdings AG and Crispin Odey disclosed that as of Dec. 31, 2016, they beneficially own 1,298,381 shares of common stock, par value $0.01 per share, of Cadiz Inc. representing 6.21 percent of the shares outstanding. Shares reported for Odey Asset Management LLP represent shares held for the benefit of investment advisory clients of OAM LLP. Odey Asset Management Group Ltd is the managing member of OAM LLP, Odey Holdings AG is the sole stockholder of OAM Ltd, and Mr. Odey is the sole stockholder of Odey Holdings. A full-text copy of the regulatory filing is available at: https://is.gd/21Mvl0 About Cadiz Cadiz Inc. is a land and water resource development company with 45,000 acres of land in three areas of eastern San Bernardino County, California. Virtually all of this land is underlain by high-quality, naturally recharging groundwater resources, and is situated in proximity to the Colorado River and the Colorado River Aqueduct, a major source of imported water for Southern California. The Company's properties are suitable for various uses, including large-scale agricultural development, groundwater storage and water supply projects. The Company's main objective is to realize the highest and best use of its land and water resources in an environmentally responsible way. Cadiz Inc. reported a net loss and comprehensive loss of $24.01 million in 2015, a net loss and comprehensive loss of $18.88 million in 2014 and a net loss and comprehensive loss of $22.67 million in 2013. As of Sept. 30, 2016, Cadiz Inc. had $59.01 million in total assets, $129.24 million in total liabilities and a total stockholders' deficit of $70.22 million. CALMARE THERAPEUTICS: Two Directors Resign From Board ----------------------------------------------------- Robert T. Conway, Jr. informed Calmare Therapeutics Incorporated of his decision to resign, effective Jan. 19, 2017, from the Company's Board of Directors. Mr. Conway was the chairman of Nominating and Corporate Governance Committee and a member of Compensation Committee of the Board at the time of his resignation. The resignation was not the result of any disagreements with the Company. Steve Roehrich also informed the Company of his decision to resign, effective at the close of business on Jan. 19, 2017, from the Company's Board. Mr. Roehrich was a member of Audit Committee and a member of the Nominating and Corporate Governance Committee of the Board at the time of his resignation. The resignation was not the result of any disagreements with the Company. Messrs. Conway Roehrich have stepped down in order to pursue other endeavors, contemporaneous with CTI's inclusion on the GSAAdvantage!, as announced on Jan. 26, 2017. On Jan. 24, 2017, the Company's Board of Directors voted unanimously to reduce the number of board members from seven to five. "On behalf of the Board of Directors and all CTI shareholders, we thank Messrs. Conway and Roehrich for their help in furthering CTI," said Calmare Therapeutics president & CEO. "Their insight and direction have been instrumental in better positioning the Company with the U.S. Veterans Administration, the U.S. Department of Defense, and the General Services Administration. We wish them much success going forward." About Calmare Therapeutics Calmare Therapeutics Incorporated, formerly known as Competitive Technologies, Inc., provides distribution, patent and technology transfer, sales and licensing services focused on the needs of its customers and matching those requirements with commercially viable product or technology solutions. Sales of the Company's Calmare(R) pain therapy medical device continue to be the major source of revenue for the Company. Calmare reported a net loss of $3.67 million on $891,000 of product sales for the year ended Dec. 31, 2015, compared to a net loss of $3.41 million on $1.04 million of product sales for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Calmare had $3.98 million in total assets, $16.64 million in total liabilities, all current, and a total stockholders' deficit of $12.65 million. Mayer Hoffman McCann CPAs, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has incurred operating losses since fiscal year 2006 and has a working capital and shareholders' deficiency at Dec. 31, 2015. These conditions raise substantial doubt about the Company's ability to continue as a going concern. CARAUSTAR INDUSTRIES: S&P Assigns 'B+' Rating on 1st Lien Loan -------------------------------------------------------------- S&P Global Ratings assigned its 'B+' issue-level rating to Caraustar Industries Inc.'s proposed first-lien term loan due 2022. The recovery rating on the term loan is '3', indicating meaningful (50%-70%; rounded estimate 55%) recovery in the event of default. Because S&P views the transaction as leverage-neutral, the proposed issuance will not affect the 'B+' corporate credit rating on the company or S&P's stable outlook on the rating. S&P anticipates the company will use the proceeds to refinance two existing tranches of term loans, which are due in May 2019 and had an aggregate outstanding balance of $853 million as of the company's fiscal year end Dec. 31, 2016. Caraustar is a vertically integrated manufacturer of 100% recycled paperboard and converted paperboard products. The company serves the four principal recycled paperboard product end-use segments: tubes and cores, folding cartons, gypsum facing paper, and specialty paperboard products. The company has performed in line with S&P's expectations since acquiring The Newark Group, but due to the incremental debt, S&P expects debt to EBITDA of above 6x for 2016 and 2017. CDW LLC: Moody's Assigns Ba3 Rating to New $500MM Unsec. Notes -------------------------------------------------------------- Moody's Investors Service assigned a Ba3 rating to the proposed $500 million senior unsecured notes to be issued by CDW LLC, a wholly-owned subsidiary of CDW Corporation. As part of the rating action, Moody's changed the ratings outlook on CDW's debt to positive from stable, and affirmed CDW's corporate family rating ("CFR") at Ba2, probability of default rating ("PDR") at Ba2-PD and CDW LLC's senior secured term loan at Ba1. Moody's also affirmed the company's SGL-1 short term liquidity rating. The proceeds of the new notes, along with cash on hand will be used to refinance the $600 million unsecured notes due in 2022. RATINGS RATIONALE The change in outlook to positive reflects CDW's continuing earnings stability, a consistent track record of strong free cash flow generation and a demonstrated adherence to conservative debt leverage metrics. As a leading multi-brand provider of IT solutions with a history of good execution, CDW has favorable prospects for continued market share gains due to its scale, extensive product offering and broad market access relative to smaller value-added resellers of IT products. Revenue growth is expected to benefit from the addition of vendor line-cards, such as Dell's products and the company's ongoing expansion overseas, although economic concerns may stall some IT spending decisions in the UK over the next 12-18 months. CDW has deleveraged steadily over the past several years and Moody's expects the company to operate at an adjusted debt to EBITDA level of about 3.0 times over the next twelve to eighteen months. The company has shown that its business can generate profits and free cash flow levels in line with Ba1 issuers. Moody's expects organic revenue growth of 4%-6% over the next few years. Still, Moody's recognizes CDW has reasonably high vendor concentration among its major suppliers, exposure to the more volatile spending patterns of small and medium-sized businesses (SMB) and exposure to budgetary risks of the public sector, which can heighten the volatility of technology cycles. Moody's expects CDW to be proactive in its working capital management and anticipates the company's adjusted cash conversion cycle will remain in the low 20-day range, limiting the use of cash. CDW's liquidity is very good, with the SGL-1 Speculative Grade Liquidity Rating supported by ample availability under its secured revolving credit facility, lack of near-term debt maturities and expectation of over $450 million of free cash flow generation. CDW has relatively stable operating margins (though low on an absolute basis, similar to other IT distributors), low capital intensity, and seasonal working capital needs. This, combined with the focus on working capital management, supports the notion of reliable generation of positive free cash flow and supports Moody's expectation for cash balances of over $200 million. CDW issues debt at its wholly-owned subsidiary CDW LLC, which holds all material assets and conducts all business activities and operations. The ratings for the senior secured term loan (Ba1 LGD3) and senior notes (Ba3 LGD5) reflect the overall probability of default of the company, reflected in the PDR of Ba2-PD, and the expectation for average family recovery in a default scenario. The Ba1 rating of the senior secured debt (senior secured bank credit facilities) reflects their senior position in CDW's capital structure, first lien on property plant and equipment and second lien on assets backing the ABL revolver. The positive rating outlook reflects CDW's solid performance in its niche markets, including the company's consistent revenue stream from the public sector, which counteracts greater fluctuations in corporate sector revenue, as well as Moody's expectation for continued execution of its business strategy, stable vendor/customer relationships and market share gains. Ratings could be upgraded if CDW demonstrates (i) consistent revenue and free cash flow generation, along with steady improvement in operating margins and (ii) a commitment to conservative policies with total adjusted debt to EBITDA leverage sustained at 3.0 times. Ratings could be downgraded if CDW experiences loss of customers/market share or pricing pressures due to increasing competition or a weak economic environment such that margins, interest coverage, or free cash flow generation erodes. Financial leverage approaching 4.0x total adjusted debt to EBITDA could also lead to a downgrade. The following summarizes the rating actions: Assignments: Issuer: CDW LLC -- Backed Senior Unsecured Notes, Assigned Ba3-LGD5 Affirmations Issuer: CDW Corporation -- Probability of Default Rating, Affirmed at Ba2-PD -- Corporate Family Rating, Affirmed at Ba2 -- Speculative Grade Liquidity Rating, Affirmed SGL-1 Issuer: CDW LLC -- Senior Unsecured Regular Bond/Debentures, Affirmed at Ba3- LGD5 -- Senior Secured Term Loan, Affirmed at Ba1-(LGD3 from LGD2) -- Backed Senior Unsecured Shelf, Affirmed at (P)Ba3 Outlook Actions: Issuer: CDW Corporation -- Outlook, Changed to Positive from Stable Issuer: CDW LLC -- Outlook, Changed to Positive from Stable In addition, Moody's is correcting the rating history for the CDW LLC's shelf registration. The backed senior unsecured shelf rating should have been upgraded to (P)Ba3 from (P)B1 on August 5, 2016. Due to an internal administrative error, Moody's didn't upgrade this rating at that time. Based in Vernon Hills, IL CDW is a leading IT products and solutions provider to business, government, education and healthcare customers in the U.S. and Canada. Moody's expects net revenue to be over $14 billion over the next twelve months. The principal methodology used in these ratings was Distribution & Supply Chain Services Industry published in December 2015. CDW LLC: S&P Assigns 'BB-' Rating on New $500MM Unsec. Notes ------------------------------------------------------------ S&P Global Ratings assigned its 'BB-' issue-level rating to Lincolnshire, Ill.-based, value-added reseller CDW LLC's and CDW Finance Corp.'s proposed 8.5-year, $500 million unsecured notes. The '6' recovery rating indicates S&P's expectation for negligible recovery (0% to 10%, rounded estimate 0%) in the event of payment default. The ratings are the same as S&P's ratings on the company's existing unsecured notes. The company intends to use the proceeds, along with balance sheet cash and borrowings under its asset-based revolving facility, to redeem its $600 million unsecured notes due 2022 and pay transaction fees. S&P's 'BB+' corporate credit rating on the company is unchanged and reflects its continued strong operating performance and increasing profitability, due to a good mix of higher margin services revenue; its good position in the highly fragmented reseller market for technology products and services; and leverage that S&P expects to remain below 4x through future acquisitions compared with current leverage in the high-2x area. Recovery Analysis Key analytical factors -- S&P's simulated default scenario assumes a payment default in 2022 due to increased competition, pricing pressure, and customer attrition, combined with an economic slowdown and a corresponding downturn in IT spending. -- S&P values the company as a going concern because it believes its market position, brand, and customer relationships would make the company a viable business in the event of a payment default. -- S&P applied a 6.5x multiple to an estimated distressed emergence EBITDA of $338 million to estimate gross recovery value of about $2.2 billion. The multiple is higher than those that S&P uses for most U.S. technology hardware companies because of the company's market position, brand, and large scale. Simulated default assumptions -- Simulated year of default: 2022. -- EBITDA at emergence: $338 million. -- EBITDA multiple: 6.5x. -- The asset-based facility is 60% drawn at default. Simplified waterfall -- Net enterprise value (after 5% administrative costs): $2.1 billion. -- Valuation split (obligors, CDW nonobligors, CDW U.K. nonobligors): 90%/5%/5%. -- CDW priority claims: $890 million. -- CDW U.K. priority claims: $100 million. -- Collateral value available to secured creditors: $1.06 billion. -- Secured debt claims: $1.44 billion. -- Recovery expectations: 70% to 90% (rounded estimate 70%). -- Unpledged value available for unsecured debt claims: $38 million. -- Senior unsecured debt claims: $1.64 billion. -- Recovery expectations: 0% to 10% (rounded estimate 0%). All debt amounts include six months of prepetition interest. Collateral value equals asset pledge from obligors less priority claims plus equity pledge from nonobligors after nonobligor debt. RATINGS LIST CDW LLC Corporate Credit Rating BB+/Stable/-- New Rating CDW LLC CDW Finance Corp. $500 million unsecured notes BB- Recovery rating 6 CHAPARRAL ENERGY: Asks Court to Okay Velma Pipeline Sale -------------------------------------------------------- Chaparral CO2, L.L.C., requests the U.S. Bankruptcy Court for the District of Delaware to authorize the sale of the Velma Pipeline that runs from a fertilizer plant owned by Koch Fertilizer, L.L.C., in Garfield County, Oklahoma to Stephens County, Oklahoma. Chaparral CO2 also asks the Court that the interests held by Merit Energy Company, LLC, and the other joint interest owners be included in the sale. Cara Mannion, writing for Bankruptcy Law360, reports that Chaparral Energy Inc. said the sale could bolster its Chapter 11 restructuring but that potential purchasers only offered to buy the pipeline in its entirety. A copy of the request is available at: http://bankrupt.com/misc/deb16-11144-0850.pdf Chaparral CO2 and Merit Energy own the vast majority of the Pipeline, with the Other Joint Interest Owners collectively owning less than 10% of the Pipeline. The Assets consist of two segments of pipeline, each of which is jointly owned by several parties: (a) Segment A is 118 miles of eight inch diameter pipe running from the Koch Fertilizer Plant to the Purdy and Bradley Units in southern Grady County, Oklahoma. It is jointly owned by Merit Energy, certain Other Joint Interest Owners, and Chaparral CO2. Segment A is held as tenants in common, with Chaparral CO2 holding approximately a 44% interest, Merit holding approximately a 50% interest, and the Other Joint Interest Owners holding approximately a 6% interest; and (b) Segment C6 is 23.7 miles of six inch diameter pipe extending from the junction of Segment A and Segment B south to the Velma Unit and the Debtors' Hoxbar Unit, both located in Stephens County, Oklahoma. Segment C is jointly owned by the Debtors and certain Other Joint Interest Owners in the Velma Unit. Segment C is held as tenants in common, with Chaparral CO2 holding approximately an 88% interest and the Other Joint Interest Owners holding approximately a 12% interest. Until Dec. 31, 2016, the terms of Merit Energy and Chaparral Energy, Inc., et al.'s joint ownership of the Assets were governed by that certain Amended and Restated Articles of Agreement, Enid to Velma/Purdy CO2 Delivery System, dated as of Aug. 23, 1996, and the terms of the CO2 sales from Merit Energy to the Debtors were governed by that certain operation agreement and that certain agreement for sale and purchase of CO2, dated as of Aug. 23, 1996. On Dec. 31, 2016, the agreements expired by their express terms. Despite extensive negotiations with Merit Energy, the Debtors were unable to reach a new agreement regarding the sale and delivery of CO2 through the Pipeline. The Debtors also attempted to negotiate a CO2 contract directly with Koch, but have likewise not been able to reach agreement. Due to these developments, the Debtors have been unable to obtain CO2 through the Pipeline since Jan. 1, 2017, and, as a result, oil and gas production at the Debtors' Hoxbar Unit has steadily declined. Moreover, the Debtors have learned that Merit Energy has separately entered into a new contract to purchase 100% of the CO2 produced by the Koch Fertilizer Plant, which the Debtors believe is the reason why they cannot reach agreement with Koch for CO2 delivery. Without the ability to purchase CO2 from Merit Energy, the Debtors have been unable to flood their wells and recover the limited oil and gas reserves that remain at the wells. This predicament, however, caused the Debtors to re-evaluate the value of the Pipeline and the wells connected to it, and whether their value could be maximized through other uses. After consultation with their major creditors constituencies, the Debtors have determined that, even with access to CO2, the Debtors would not be able to derive additional value from the connected wells given the relatively modest amounts of remaining oil and gas at such locations. Once the Debtors determined that they no longer had any ability to use the Assets, the Debtors reached out to certain potential purchasers to gauge interest in the Assets. Once it became clear that several parties were interested, the Debtors and their advisors identified and contacted approximately twenty midstream companies that might have interest in acquiring the Assets. The Debtors obtained a number of offers to purchase the Assets. Each offer, however, contemplated purchasing the Assets in their entirety, rather than the interests of the Debtors only. The Debtors expect that they will be able to bring significant value into their estates by selling the Assets, and believe that a sale of the Assets is in the best interests of the Debtors' estates. And, upon information and belief, the benefit to the Debtors' estates through a the sale of the Assets, including the interests of Merit Energy and the Other Joint Interest Owners, outweighs the detriment, if any, to Merit Energy and the Other Joint Interest Owners. About Chaparral Energy Founded in 1988, Chaparral Energy, Inc., is a Delaware corporation headquartered in Oklahoma City and a pure play Mid-Continent independent oil and natural gas exploration and production company. At March 31, 2016, the Company had total assets of $1,229,373,000, total current liabilities of $1,940,742,000 and total stockholders' deficit of $759,546,000. Chaparral Energy, Inc., and its 10 affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 16-11144) on May 9, 2016. The petitions were signed by Mark A. Fischer, chief executive officer. The Debtors are represented by Richard Levy, Esq., Keith Simon, Esq., David McElhoe, Esq., and Marc Zelina, Esq., at Latham & Watkins LLP; and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., as counsel. Kurtzman Carson Consultants LLC serves as administrative advisor. The Debtors continue to manage and operate their businesses as debtors in possession pursuant to Sections 1107 and 1108 of the Bankruptcy Code. No trustee or examiner has been requested in the Chapter 11 cases. The Office of the U.S. Trustee on May 18, 2016, disclosed that no official committee of unsecured creditors has been appointed in the cases. Milbank, Tweed, Hadley & McCloy LLP and Drinker Biddle & Reath LLP represent an ad hoc committee of holders of (i) 9.875% Senior Notes due 2020, (ii) 8.25% Senior Notes, and (iii) 7.625% Senior Notes due 2022 issued by the Debtors. CHESAPEAKE ENERGY: Reports Full Year & Fourth Quarter 2016 Results ------------------------------------------------------------------ Chesapeake Energy Corporation reported financial and operational results for the 2016 full year and fourth quarter plus other recent developments. Doug Lawler, Chesapeake's chief executive officer, commented, "During 2016, we made significant progress in improving our capital efficiency, decreasing cash costs and future midstream commitments while improving our liquidity and leverage profile, which resulted in a much stronger foundation for Chesapeake going forward. In 2017, we are capitalizing on these improvements across our cost structure to increase shareholder returns from our high-quality, diversified oil and natural gas portfolio. Our increase in activity over 2016 levels positions Chesapeake to deliver increased profitability and long-term value for our shareholders." For the 2016 full year, Chesapeake's revenues declined by 38% from the 2015 full year due to a decrease in the average realized commodity prices received for its oil and natural gas production, lower production volumes, increased unrealized hedging losses and a decrease in the volumes sold and prices received by the company's marketing affiliate on behalf of third-party producers. Average daily production for the 2016 full year of approximately 635,400 barrels of oil equivalent (boe) consisted of approximately 90,800 barrels (bbls) of oil, 2.867 billion cubic feet (bcf) of natural gas and 66,700 bbls of natural gas liquids (NGL). During 2016, Chesapeake divested properties with average daily production of approximately 73,500 boe. Average production expenses during the 2016 full year were $3.05 per boe, while G&A expenses (including stock-based compensation) during the 2016 full year were $1.03 per boe. Combined production and G&A expenses (including stock-based compensation) during the 2016 full year were $4.08 per boe, a decrease of 21% from the 2015 full year. Gathering, processing and transportation expenses during the 2016 full year were $7.98 per boe, a decrease of 7% from the 2015 full year. Chesapeake reported a net loss available to common stockholders of $4.881 billion, or $6.39 per share, while the Company's ebitda for the 2016 full year was a loss of $3.142 billion. The primary drivers of the net loss were noncash impairments of the carrying value of Chesapeake's oil and natural gas properties totaling $2.520 billion, largely resulting from decreases in the trailing 12-month average first-day-of-the-month oil and natural gas prices used in the company's impairment calculations, Barnett Shale exit costs of approximately $645 million and unrealized hedging losses of $818 million as prices marginally recovered. Adjusting for these and other items that are typically excluded by securities analysts, the 2016 full year adjusted net loss available to common stockholders was $138 million, or $0.05 per common share, while the company's adjusted ebitda was $1.339 billion in the 2016 full year. Reconciliations of financial measures calculated in accordance with generally accepted accounting principles (GAAP) to non-GAAP measures are provided on pages 13 -- 19 of this release. For the 2016 fourth quarter, Chesapeake's revenues declined by 24% year over year due to a decrease in the average realized commodity prices for its oil production, lower production volumes and increased unrealized hedging losses. Average daily production for the 2016 fourth quarter of approximately 574,500 barrels of oil equivalent (boe) consisted of approximately 90,400 bbls of oil, 2.562 bcf of natural gas and 57,100 bbls of NGL. Average production expenses during the 2016 fourth quarter were $2.98 per boe, while G&A expenses (including stock-based compensation) during the 2016 fourth quarter were $1.28 per boe. Combined production and G&A expenses (including stock-based compensation) during the 2016 fourth quarter were $4.26 per boe, a decrease of 8% year over year. Gathering, processing and transportation expenses during the 2016 fourth quarter were $7.92 per boe, a decrease of 30% year over year, primarily due to minimum volume commitment shortfall payments accrued in the 2015 fourth quarter for our Barnett Shale operating area. Chesapeake reported a net loss available to common stockholders of $741 million, or $0.84 per share, while the company's ebitda for the 2016 fourth quarter was a loss of $198 million. The primary drivers of the net loss were $395 million in unrealized losses on the company's oil and natural gas commodity derivatives and the loss on exchange of preferred stock of $428 million which represents the fair value of the additional shares of common stock issued in the exchange over the shares that would have been issuable pursuant to the original conversion terms. Adjusting for these and other items that are typically excluded by securities analysts, the 2016 fourth quarter adjusted net income available to common stockholders was $93 million, or $0.07 per common share, while the company's adjusted ebitda was $385 million in the 2016 fourth quarter. Reconciliations of financial measures calculated in accordance with GAAP to non-GAAP measures are provided on pages 13 – 19 of this release. Chesapeake's total capital investments were approximately $1.7 billion during the 2016 full year, compared to approximately $3.6 billion in the 2015 full year. As of Dec. 31, 2016, Chesapeake's debt principal balance was approximately $10 billion, compared to $9.7 billion as of Dec. 31, 2015, with approximately $882 million cash on hand. Subsequent to Dec. 31, 2016, Chesapeake reduced its debt principal balance by approximately $901 million through the following actions: * repayment upon maturity of $258 million of the Company's 6.25% Euro-denominated senior notes due January 2017; * retirement of approximately $287 million of principal amount of the Company's outstanding contingent convertible senior notes and $2 million of non-convertible senior notes for an aggregate of $286 million pursuant to tender offers; * redemption and retirement of $133 million remaining principal balance of the Company's outstanding 6.5% Senior Notes due 2017; and * open market repurchases of approximately $221 million principal amount of the Company's outstanding unsecured senior notes for $224 million. Following the 2017 reductions in the principal balance of the company's outstanding debt, Chesapeake has approximately $9.1 billion in outstanding debt, with no outstanding borrowings on its revolving credit facility. Since Dec. 31, 2015, Chesapeake has reduced the principal amount of debt due or that could be put to the company in 2017 and 2018 by approximately $2.7 billion, or 97%, from $2.770 billion to $77 million. Also in January 2017, the company completed private exchanges of an aggregate of approximately 10 million shares of its common stock for (i) 150,948 shares of 5.00% Cumulative Convertible Preferred Stock (Series 2005B), (ii) 72,600 shares of 5.75% Cumulative Convertible Preferred Stock and (iii) 12,500 shares of 5.75% Cumulative Convertible Preferred Stock (Series A), with an aggregate liquidation value of approximately $100 million. On Feb. 15, 2017, Chesapeake reinstated the payment of dividends on each series of its outstanding convertible preferred stock and paid our dividends in arrears. Following the debt principal reductions, reinstatement of preferred dividends inclusive of payment of dividends in arrears and reductions in midstream obligations, Chesapeake expects to end February with approximately $300 million in cash on hand. Asset Acquisitions and Divestitures Update In the 2016 third quarter, the Company entered into an agreement to convey its interests in the Barnett Shale operating area located in north central Texas to Total S.A. (NYSE: TOT) and simultaneously terminate a portion of future gas gathering and transportation commitments associated with this asset. Chesapeake received approximately $218 million in proceeds for these assets, which closed on October 31, 2016. Also in the 2016 third quarter, the Company sold the majority of its upstream and midstream assets in the Devonian Shale located in West Virginia, Kentucky, and Virginia. In connection with this divestiture, the company repurchased one of its two remaining volumetric production payment (VPP) transactions, resulting in nominal net proceeds. Chesapeake retained the deeper drilling rights in the area after this disposition, which closed on Dec. 21, 2016. In the 2017 first quarter, Chesapeake closed on two separate sales transactions of acreage and producing properties in its Haynesville Shale operating area in northern Louisiana for gross proceeds of approximately $915 million. Included in the sale were approximately 119,500 net acres and approximately 576 wells producing 80 million cubic feet of gas (mmcf) per day. Chesapeake continues to focus on select asset divestitures and is planning to sell additional noncore and non-operated properties in 2017. Midstream Update In the 2016 fourth quarter, Chesapeake signed a definitive contract to restructure its natural gas gathering and service agreement in its Powder River Basin operating area with Williams Partners L.P. and Crestwood Equity Partners L.P. The restructured services replaced the current cost-of-service arrangement and improved economics that support increased development across an expanded area of dedication in the region and became effective Jan. 1, 2017, for a 20-year term. Chesapeake continues to work to reduce and optimize its gathering, processing and transportation commitments across all of its operating areas. In February 2017, the company successfully reduced crude transportation commitments related to the Seaway Pipeline by assigning these commitments to a separate third party, effective April 1, 2017. These commitments totaled approximately $450 million and Chesapeake paid approximately $290 million to assign the contract. As a result, the company expects its marketing margin to improve significantly in 2018 over 2017 expected levels and return to profitability after 2018. In addition, the company utilized $100 million of the proceeds from the divestiture of its assets in the Barnett Shale to buy down approximately $110 million of its related natural gas transportation obligations. This new agreement is expected to be effective March 1, 2017. Operations Update Chesapeake's average daily production for the 2016 fourth quarter was approximately 574,500 boe and is further detailed in the table below. For the 2017 first quarter, the company expects its average daily production to range between 515,000 and 535,000 boe, of which average daily oil production is expected to range between 80,000 and 85,000 barrels per day, which is consistent with prior guidance. Chesapeake's projected production volumes and capital expenditure program are subject to capital allocation decisions throughout the year and can be adjusted based on prevailing market conditions. Chesapeake is currently utilizing 17 drilling rigs across its operating areas, six of which are located in the Eagle Ford Shale, four in the Mid-Continent area, three in the Haynesville Shale, two in the Powder River Basin and two in Northeast Appalachia. Chesapeake plans to utilize an average of 17 rigs throughout the year and intends to spud and place in production approximately 400 and 450 gross operated wells, respectively, in 2017. A full-text copy of the press release is available for free at: https://is.gd/bKbxud About Chesapeake Energy Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. The company also owns oil and natural gas marketing and natural gas gathering and compression businesses. As of Sept. 30, 2016, Chesapeake had $12.52 billion in total assets, $13.45 billion in total liabilities and a total deficit of $932 million. Chesapeake reported a net loss available to common stockholders of $14.85 billion for the year ended Dec. 31, 2015, compared to net income available to common stockholders of $1.27 billion for the year ended Dec. 31, 2014. * * * As reported by the TCR on Jan. 25, 2017, S&P Global Ratings raised its corporate credit rating on Oklahoma City-based exploration and production company Chesapeake Energy Corp. to 'B-' from 'CCC+, and removed the ratings from CreditWatch with positive implications where S&P placed them on Dec. 6, 2016. The rating outlook is positive. CHURCH HOME: Fitch Affirms 'BB' Rating on 2016A Fixed Rate Bonds ---------------------------------------------------------------- Fitch Ratings has affirmed the 'BB' rating on the following State Of Connecticut Health and Educational Facilities Authority revenue bonds issued on behalf of Church Home of Hartford Inc. D/B/A Seabury (Seabury OG): -- $52,515,000 Healthcare Facility Expansion Issue (Church Home Of Hartford Incorporated Project), series 2016A fixed rate bonds; -- $9,250,000 Healthcare Facility Expansion Issue (Church Home Of Hartford Incorporated Project), series 2016B-1 tax exempt mandatory paydown securities (TEMPS-80SM); -- $13,500,000 Healthcare Facility Expansion Issue (Church Home Of Hartford Incorporated Project), series 2016B-2 tax exempt mandatory paydown Sscurities (TEMPS-50SM); Fitch also affirms at 'BB' the rating on the following parity bonds also issued on behalf of the Seabury Obligated Group: -- $34,510,000 Public Finance Authority healthcare facility expansion/refunding bonds (Church Home of Hartford Incorporated Project), series 2015A. The Rating Outlook is Stable. SECURITY Pledge of gross revenues of the obligated group (OG), a mortgage, and a debt service reserve fund. KEY RATING DRIVERS CAPITAL PROJECT PROGRESSING: The Seabury OG is in the middle of a three part $110 million campus repositioning and independent living (IL) expansion. The projects are moving along on time and on budget. Phase A was completed in November 2016 and included new and renovated dining venues and a front entrance renovation. Phase B IL units are expected to open this November. A total of 68 new IL units will be built as part of Phase B, and currently 82% (56) of those units have been pre-sold. Assisted living and skilled nursing projects will be part of the final Phase C. ADQUATE FNANCIAL PROFILE: Seabury OG's financial profile is adequate for the rating level and reflects the stress of the additional $75 million in debt borrowed last year, as well as the disruption from the project construction on performance. Seabury OG finished fiscal year 2016 (FY16; Sept. 30 year end) with a 102% operating ratio and an 8.6% net operating margin - adjusted. Liquidity has been stable. At Dec. 31, 2016, Seabury OG had $21 million in unrestricted cash and investments, which equated to 280 days cash on hand (DCOH) and 19.4% cash to debt. HIGHLY LEVERAGED: The sizable borrowing last year stressed the Seabury OG's debt metrics. Maximum annual debt service (MADS) as a percentage of revenue in FY16 was 20%, with MADS coverage at a very thin 0.6x. However, MADS will not be tested until 2021, which is after the IL units are filled and stabilized. Fitch expects coverage to improve with the additional monthly service revenues from the new IL units. Coverage of actual debt service of $2.5 million was better at 1.4x and was consistent with Seabury OG's projections. Debt to EBITDA was extremely high at 30x. However, that figure should improve with the pay down of approximately $23 million in short-term debt from the entrance fees on the new IL units in 2018 and 2019. Seabury OG's debt burden will remain elevated even after the short-term debt is paid down. GOOD MARKET POSITION: There is competition in the service area. However, Seabury OG's long operating history and its entrance fees pricing, which are in line with area housing prices and competitor pricing, have kept occupancy high across all levels of care. Seabury OG markets itself as an active community, which has attracted younger seniors. Seabury OG's average age of IL entry is below 80. The combination of the lower age of entry and Seabury OG's active community has resulted in yearly turnover of below 6% over the last three years, much lower than the sector average which is approximately 15%. RATING SENSITIVITIES PROJECT COMPLETION; DEBT PAYDOWN: Construction and project management risks from Church Home of Hartford Inc. D/B/A Seabury's (Seabury OG) sizable capital project could potentially cause negative rating pressure due to cost overruns, service disruptions, and slow fill up on the 68 new independent living (IL) units. Additionally, the Seabury OG's credit risk profile will remain stressed until it pays down $23 million in short-term debt as the new IL units fill in 2018 and 2019. OPERATING PROFILE MAINTENANCE: The rating assumes that Seabury OG's current financial profile, characterized by high occupancy and adequate operating metrics, will remain stable during the project period. A fall off in performance or a drop in liquidity could pressure the rating. CREDIT PROFILE The Seabury OG is a Type 'A' life care continuing retirement community (CCRC) located in Bloomfield, CT, just northwest of Hartford. The community currently includes 192 IL units, 49 assisted living (AL) units, and 60 skilled nursing beds. Fitch bases its financial analysis on the results of the OG, which consists of Seabury, the senior living campus described above, and Seabury Meadows, which operates 58 memory support beds and is located adjacent to the senior living campus. Total OG operating revenues were $26.7 million in FY16. Seabury also has two non-OG affiliated organizations, the Seabury Charitable Foundation and Seabury At Home, which is a CCRC without walls. The financial performance of the affiliates is not included in the results reported in this press release. Second Phase of Capital Plan In 2015, Seabury issued debt to fund a variety of projects as part of a phase A of a large master facilities plan. The projects included a new front entrance and new bistro area, renovation of the kitchen and main dining space, an arts studio, salon and day spa, and renovation of administrative offices. These projects are completed. With a second $75 million debt issuance in FY16, Seabury moved forward with Phases B and C of the master facilities plan. These next phases include a large repositioning project that will add 68 IL units and include renovation and expansion of assisted and skilled nursing areas, including a new dedicated short-term rehab unit, and a new primary care space, as well as additional parking space. The construction will also feature a new chapel that will seat up to 225 people, which will be funded by Seabury. Currently, Seabury has secured 56 entrance fee deposits of 10% on the new IL units (82%) and construction has begun with a first group of ILs expected to open for occupancy November 2017. The project is being funded by three series of debt, two of which are short-term bonds, approximately $25 million, payable from initial entrance fees received on the new IL units as they fill up. The debt will significantly stress Seabury's financial profile over the next three years, until the short-term debt is paid off. In spite of the execution risk and additional debt burden, Fitch views the projects positively, believing that they will be financially accretive to Seabury, enabling the campus to remain competitive over the longer term. Currently, Seabury's high occupancy and low turnover is limiting revenue growth. The project will increase the number of Seabury's IL units by 36% and the total unit increase will be approximately 22% or 80 units, when including the additional skilled nursing beds and AL units that will be built. Steady Historical Performance/Weaker 1Q17 Seabury has historically maintained a steady financial performance, with its operating ratio particularly strong for type 'A' contract community. The operating performance was down in FY16, due in part to disruptions from the construction and renovation projects and continued changes to Medicare short-term rehab that is happening sector wide. Financial performance remained weak through the first quarter (1Q) FY17, with the Seabury OG's operating ratio rising to a high 106% and negative coverage of actual debt service. However, the Seabury OG's 1Q is general its weakest performing quarter, and 12 month rolling coverage of actual debt service shows coverage adequate at 1.5x. Fitch expects the Seabury's OG's financial performance to remain thinner but adequate for the rating over the Outlook period. Operational performance should improve as the constructions projects finish and new units come on line. Debt Profile As of Dec. 31, 2016, the Seabury OG had approximately $108.8 million in long-term fixed rate bonds, which represents all its long-term debt and includes the two series of short-term debt. This should be the peak of the Seabury OG's debt load and itis expected to fall to approximately $85 million once the short-term debt is paid off. The Seabury OG has no swaps. The conservative debt structure helps mitigate some of the concern related to the Seabury's OG's unrestricted liquidity to debt, currently at a low 19.4% at Dec. 31, 2016. DISCLOSURE Seabury covenants to provide annual disclosure within 150 days of fiscal year end, and quarterly disclosure within 45 days of each quarter end. Disclosure will be made via the Municipal Securities Rulemaking Board's EMMA System. COLOGIX HOLDINGS: S&P Assigns 'B' CCR, Outlook Stable ----------------------------------------------------- S&P Global Ratings said it assigned its 'B' corporate credit rating to Denver-based Cologix Holdings Inc. The outlook is stable. At the same time, S&P assigned a 'B+' issue-level rating and '2' recovery rating to the company's proposed senior secured first-lien credit facilities, which consist of a $75 million revolving credit facility maturing in 2022, a $300 million term loan maturing in 2024, and a $60 million delayed-draw term loan maturing in 2021. The '2' recovery rating indicates S&P's expectation for substantial (70%-90%; rounded estimate 70%) recovery for lenders in the event of a payment default. S&P also assigned a 'B-' issue-level rating and '5' recovery rating to the company's proposed $135 million senior secured second-lien term loan maturing in 2025. The '5' recovery rating indicates S&P's expectation for modest (10%-30%; rounded estimate 10%) recovery for lenders in the event of a payment default. The borrower of the debt will initially be Stonepeak Claremont Merger Sub Inc., the acquiring entity. Following the transaction, Stonepeak Claremont Merger Sub Inc. will merge into Cologix Holdings Inc., which will continue as the surviving entity and borrower of the debt. "The rating on Cologix primarily reflects its relatively small scale in the fragmented and competitive data center industry, its limited geographic diversity, and our expectation that leverage will be elevated in the low-7x area in 2017," said S&P Global Ratings credit analyst Rose Askinazi. These factors are somewhat offset by the company's focus on less competitive second- and third-tier markets and its interconnection capabilities, which support customer retention and have attractive margins. Additionally, multi-year contracts and annual price escalators provide good revenue and cash flow visibility. The stable outlook reflects S&P's belief that Cologix will maintain adequate liquidity over the next year, despite S&P's expectation that elevated capital expenditures to support expansion activity will lead to negative FOCF and leverage in the low- to mid-7x area in 2017. Additionally, healthy demand for data center solutions should result in revenue growth in the low-double digit percent area in 2017. COMBIMATRIX CORP: Bard Associates Has 5.9% Stake as of Dec. 31 -------------------------------------------------------------- Bard Associates, Inc. disclosed in a Schedule 13G filed with the Securities and Exchange Commission that as of Dec. 31, 2016, it beneficially owns 151,825 shares of common stock of Combimatrix Corp. representing 5.9 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at: https://is.gd/xmoUPs About Combimatrix Irvine, California-based CombiMatrix Corporation specializes in pre-implantation genetic screening, miscarriage analysis, prenatal and pediatric healthcare, offering DNA-based testing for the detection of genetic abnormalities beyond what can be identified through traditional methodologies. Its clinical lab and corporate offices are located in Irvine, California. Combimatrix reported a net loss of $6.60 million in 2015 compared to a net loss of $8.70 million in 2014. As of Dec. 31, 2016, Combimatrix had $8.47 million in total assets, $1.98 million in total liabilities and $6.49 million in total stockholders' equity. Haskell & White LLP, in Irvine, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has limited working capital and a history of incurring net losses and net operating cash flow deficits. These conditions raise substantial doubt about the Company's ability to continue as a going concern. COMMERCIAL METALS: S&P Affirms 'BB+' CCR; Outlook Stable -------------------------------------------------------- S&P Global Ratings said it affirmed its 'BB+' corporate credit rating on Irving, Texas-based Commercial Metals Co. The outlook is stable. At the same time, S&P affirmed its 'BB+' issue-level ratings on the company's senior unsecured notes. S&P's recovery ratings on the notes remains '3', indicating its expectation for meaningful (50% to 70%; rounded estimate 55%) recovery in the event of a payment default. "The stable outlook reflects our expectation of adjusted debt to EBITDA of between 2x and 3x and FFO to debt of about 30% over the next 12 months," said S&P Global Ratings credit analyst William Ferara. "We expect operating performance could be under some pressure in fiscal 2017 due to the volatile price environment that stems from steel imports (specifically rebar) and the company's construction of a new micro mill in Oklahoma. We expect performance could improve in fiscal 2018 from continued gains in nonresidential construction growth, incremental cash flow from the Oklahoma micro mill, and potentially favorable trade case outcomes related to rebar." A downgrade could occur if the company's debt to EBITDA increases to 3.5x to 4x and FFO to net debt approaches 20% and S&P expected these weaker credit ratios to persist. S&P could also lower the rating if steel market or operating conditions deteriorated or the company undertook a material, debt-financed acquisition. A revision in the outlook to negative could occur if debt to EBITDA was sustained at about 3x to 3.5x. S&P does not anticipate an upgrade over the next 12 months given the company's exposure to steel imports and cyclical end markets. S&P could consider raising its rating if adjusted debt to EBITDA was sustained below 2x and FFO to debt above 45%, along with a commitment from management to maintaining a more conservative financial policy, consistent with an investment grade rating, over the long term. COMMUNICATIONS SALES: Hunt Purchase No Impact Moody's Rating ------------------------------------------------------------ Moody's Investors Service said that Communications Sales & Leasing, Inc's announcement of a definitive agreement to purchase Hunt Telecom Inc. for $170 million in cash and stock will not immediately impact its ratings. The company will draw $118 million on its revolving credit facility and issue approximately $55 million worth of new equity to fund the transaction. Despite Hunt's high purchase multiple and high capital intensity the deal will not immediately impact CS&L's B2 corporate family rating or stable outlook because of the relatively small transaction size. The deal is expected to close in the third quarter of 2017. Hunt is a telecom service provider to K-12 schools in Louisiana using the FCC's E-Rate program. Hunt also owns a dense fiber network in the state. The deal will expand CS&L's fiber asset base and construction capacity. The company expects to achieve $2.5 million in cost synergies within 18 months. CS&L has also communicated potential revenue synergies through expansion of building fiber-to-the-tower (FTTT) and of the E-Rate business in which the company's PEG business also operates. The announcement of the transaction follows the closing of CS&L's acquisition of Network Management Holdings LTD ("NMS"). NMS owns and operates wireless communications towers in Latin America. Hunt and NMS will increase CS&L's capital intensity and perpetuate the company's negative free cash flow. Moody's expects CS&L will continue its aggressive M&A strategy as it moves to diversify its revenues from the Windstream lease. Moody's expects the company to remain committed to including equity as part of the financing mix for future deals such that leverage remains below the 6.5x level which Moody's has identified as the limit for CS&L's B2 rating. Communications Sales & Leasing Inc.'s B2 corporate family rating (CFR) primarily reflects its tight linkage with Windstream Services, LLC ("Windstream", B1 stable). CS&L's rating will remain linked with Windstream unless or until it can diversify its revenue stream such that Windstream represents meaningfully less than 50% of CS&L's total revenues. The rating also contemplates CS&L's high leverage of over 5x and its limited retained free cash flow as a result of its high dividend payout and the growing capital intensity of acquired businesses. Offsetting these limiting factors are CS&L's stable and predictable revenues, its high margins and the strong contract terms within the master lease agreement between it and Windstream. CS&L's recent acquisitions represent a growing degree of revenue diversification which may help to eventually create some ratings separation between CS&L and Windstream. CS&L's current M&A trajectory and capital allocation may result in a stand-alone rating over time. But CS&L's financial policy, specifically its potential use of debt to fund M&A, could possibly result in a lower rating than if it were linked to Windstream. Communications Sales & Leasing, Inc. is a publicly traded, real estate investment trust (REIT) that was spun off from Windstream Holdings, Inc. in April of 2015. CORENO MARBLE: Unsecured Creditors to Recoup 40% in 78 Months ------------------------------------------------------------- Coreno Marble & Tile, Ltd., filed with the U.S. Bankruptcy Court for the District of Connecticut a first amended disclosure statement dated Feb. 21, 2017, referring to the Debtor's plan of reorganization. Each holder of Class 1 General Unsecured Creditors will receive property or payments of a value, as of the effective date of the Plan, which are not less than what the holder would receive if the Debtor's estate were liquidated under Chapter 7. Due to the amount of the Debtor's unsecured claims, the Debtor is essentially insolvent. Unsecured claims total approximately $398,080. However, the Debtor intends to pay a reasonable dividend to its creditors over and above liquidation value and accordingly it will pay 40% of allowed claims in Class 1 over a period of 78 months with payments commencing 60 days after the Effective Date of the Plan. Payments will be made at least on a quarterly basis after the Effective Date or sooner at the Debtor's election. Holders of allowed claims in Class 1 are impaired and may vote on the Plan. The First Amended Disclosure Statement is available at: http://bankrupt.com/misc/ctb16-50088-79.pdf As reported by the Troubled Company Reporter on Jan. 20, 2017, the Debtor filed a disclosure statement referring to the plan of reorganization, which proposed that unsecured creditors get 25% of their claims under the company's proposed plan to exit Chapter 11 protection. The restructuring plan's feasibility depends on the continued profitability of the Debtor and the amount of allowed claims, according to the disclosure statement filed on Jan. 12 with the Court in Connecticut. About Coreno Marble & Tile Coreno Marble & Tile, Ltd., is engaged in the business of installation of marble and tile on commercial construction projects. The Debtor is owned equally by Frank DiBello and Dominic DiCocco. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Conn. Case No. 16-50088) on Jan. 21, 2016. The petition was signed by Frank DiBello, president. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $1 million. CORWIN PLACE: Hires Howard Hanna as Real Estate Broker ------------------------------------------------------ Corwin Place, LLC, seeks authorization from the U.S. Bankruptcy Court for the Northern District of West Virginia to engage Howard Hanna Premier Properties by Barbara Alexander, LLC, as real estate broker. The Debtor requires Howard Hanna to market and sell its commercial property located at Parcels A & B Dupont Road, Westover, WV 26501. The Debtor wishes to retain Howard Hanna at the commission rate of 6% of the sales price of the property sold. Kay Michael Alexander and Rob Young of Howard Hanna assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. Howard Hanna can be reached at: Kay Michael Alexander Rob Young HOWARD HANNA PREMIER PROPERTIES By Barbara Alexander, LLC 2800 Cranberry Square Morgantown, WV 26508 Tel: (304) 594-0115 Fax: (304) 594-0118 About Corwin Place, LLC Corwin Place LLC filed a chapter 11 petition (Bankr. W.D. Pa. Case No. 16-21861) on May 16, 2016. The petition was signed by Charles Corwin, managing member. On July 24, 2016, the Hon. Thomas P Agresti transferred the venue of the case to Northern District of West Virginia (Bankr. N.D. W.Va. Case No. 16-00750). The PAWB bankruptcy case was closed on July 27, 2016. The Hon. Patrick M Flatley of the Northern District of West Virginia presides over the case. The Debtor is represented by Robert O. Lampl, Esq., at Robert O Lampl, Attorney at Law. The Debtor estimated assets and liabilities at $500,001 to $1 million at the time of the filing. DACCO TRANSMISSION: Examiner Taps Jenner & Block as Attorneys ------------------------------------------------------------- Richard Levin, the examiner in the Chapter 11 cases of DACCO Transmission Parts (NY), Inc. and its debtor-affiliates, seeks authorization from the U.S. Bankruptcy Court for the Southern District of New York to employ Jenner & Block LLP as attorneys, nunc pro tunc to Dec. 28, 2016. The Examiner requires Jenner & Block to: (a) represent and assist the Examiner in the discharge of his duties and responsibilities under the Examiner Order, other orders of this Court, and applicable law; (b) assist the Examiner in the preparation of reports and represent him in the preparation of motions, applications, notices, orders, and other documents necessary in the discharge of the Examiner's duties; (c) represent the Examiner at hearings and other proceedings before this Court; (d) analyze and advise the Examiner regarding any legal issues that arise in connection with the discharge of his duties; (e) assist the Examiner with interviews, examinations, and the review of documents and other materials in connection with the Examiner's investigation; (f) perform all other necessary legal services on behalf of the Examiner in connection with the chapter 11 cases; and (g) assist the Examiner in undertaking any additional tasks or duties that the Court might direct or that the Examiner might determine are necessary and appropriate in connection with the discharge of his duties. Jenner & Block will be paid at these hourly rates: Angela Allen, Partner-Restructuring and Bankruptcy $785 John VanDeventer, Associate-Restructuring and Bankruptcy $565 Elizabeth Edmondson, Partner-Complex Commercial Litigation $840 Jeremy Ershow, Associate-Litigation $665 Nicole Taykhman, Associate-Litigation $470 Partners $770-$1,250 Counsel $625-$750 Associates $445-$795 Staff Attorneys $380-$480 Discovery Attorneys $175 Litigation Support $365 Paralegals $305-$365 Jenner & Block will also be reimbursed for reasonable out-of-pocket expenses incurred. The Examiner and Ms. Allen, a partner at Jenner & Block, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the following is provided in response to the request for additional information: -- Jenner & Block did not agree to any variations from, or alternatives to, its standard or customary billing arrangements for this engagement; -- None of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case. -- Jenner & Block has not represented the Examiner in the 12 months prepetition. -- The Examiner is consulting with various parties in interest to determine the appropriate scope of the Examiner's role in these Chapter 11 Cases. Jenner & Block will prepare a budget and staffing plan for the Examiner's approval following the Examiner's determination of the appropriate scope of the Examiner's role in these Chapter 11 Cases. The Court will hold a hearing on the application on March 8, 2017, at 10:00 a.m. Objections, if any, are due March 1, 2017, at 4:00 p.m. Jenner & Block can be reached at: Richard Levin, Esq. JENNER & BLOCK LLP 919 Third Avenue, 37th Floor New York, NY 10022 Tel: (212) 891-1600 E-mail: rlevin@jenner.com About DACCO Transmission Parts (NY) Headquartered in Cleveland, Ohio, Transtar Holding Company manufactures and distributes aftermarket driveline Replacement parts and components to the transmission repair and remanufacturing market. It also supplies autobody refinishing products and manufactures air conditioning, cooling and power steering assemblies and components. Founded in 1975, Transtar maintains over 70 local branch locations, four manufacturing and production facilities (in Alma, Michigan; Brighton, Michigan; Cookeville, Tennessee; and Ferris, Texas), and four regional distribution centers throughout the United States, Canada and Puerto Rico. On Dec. 21, 2010, the Company was acquired from Linsalata Capital Partners by current majority equity holder Friedman Fleischer & Lowe LLC. The acquisition was financed with $425 million of senior secured credit facilities. As of the Petition Date, the Company employs approximately 2,000 full-time and 50 part-time employees in the United States, and approximately 100 full-time employees in Canada and Puerto Rico. DACCO Transmission Parts (NY), Inc. and 46 affiliated debtors, including Transtar Holding Company, filed chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 16-13245 to 16-13291) on Nov. 20, 2016. The petitions were signed by Joseph Santangelo, authorized signatory. The cases are pending before Judge Mary Kay Vyskocil, and the Debtors have requested that their cases be jointly administered under Case No.16-13245. The Debtors estimated assets and liabilities at $500 million to $1 billion at the time of the filing. The Debtors tapped Rachel C. Strickland, Esq., Christopher S. Koenig, Esq., Debra C. McElligott, Esq., and Jennifer J. Hardy, Esq., at Willkie Farr & Gallagher LLP as attorneys. Citing potential conflicts, DACCO Transmission has hired Jones Day as its new legal counsel to replace Willkie Farr. The Debtors also have hired FTI Consulting, Inc. as restructuring and financial advisors, Ducera Partners LLC as financial advisors and investment banker and Prime Clerk LLC as claims, noticing and solicitation agent. DANG GOOD: DLLR to Get $164.74 Per Month Plus 18% Until April 2021 ------------------------------------------------------------------ Dang Good Food, Inc., filed with the U.S. Bankruptcy Court for the District of Maryland a disclosure statement dated Feb. 17, 2017, referring to the Debtor's plan of reorganization filed on Feb. 20, 2017. The 2A Secured Claim of DLLR -- estimated at $5,190.52 -- are impaired by the Plan. The holder will be paid $164.74 monthly, with an interest rate of 18%, starting on May 1, 2017, and ending on April 1, 2021. Class 3 General Unsecured Class is unimpaired by the Plan and will be paid in full 30 days after plan confirmation. Payments and distributions under the Plan will be funded by income from regular operation of the business. The Disclosure Statement is available at: http://bankrupt.com/misc/mdb16-15799-75.pdf The Plan is filed by the Debtor's counsel: Gary S. Poretsky, Esq. JEFFREY M. SIRODY AND ASSOCIATES 1777 Reisterstown Road, Suite 360E Baltimore, MD 21208 Tel: (410) 415-0445 E-mail: GaryP@sirody.com Headquartered in Baltimore, Maryland, Dang Good Food, Inc., has been in the business of food service, with catering and a restaurant since 2008. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D. Md. Case No. 16-15799) on April 28, 2016, estimating its assets at between $50,001 and $100,000 and its liabilities at between $100,001 and $500,000. Jeffrey M. Sirody, Esq., at Jeffrey M. Sirody And Associates, P.A., serves as the Debtor's bankruptcy counsel. DELCATH SYSTEMS: OKs Temporary Reduction to Notes Conversion Price ------------------------------------------------------------------ Delcath Systems, Inc. and holders of greater than 55% of the aggregate principal amount of the Company's Senior Secured Convertible Notes due Dec. 29, 2017, agreed to temporarily reduce the conversion price for conversions at the option of the holders of Notes to $0.14 per share of the Company's common stock, for a period commencing on Feb. 23, 2017, and ending on March 2, 2017. The Required Holders also agreed to certain volume limitations on sales of the Company's common stock thereby during the Reduced Conversion Period. The reduction of the Conversion Price may result in the issuance of a substantial number of shares of the Company's common stock. As of the close of business on Feb. 21, 2017, there were 40,049,740 shares of the Company's common stock outstanding. About Delcath Systems Delcath Systems, Inc. is an interventional oncology Company focused on the treatment of primary and metastatic liver cancers. The Company's investigational product -- Melphalan Hydrochloride for Injection for use with the Delcath Hepatic Delivery System (Melphalan/HDS) -- is designed to administer high-dose chemotherapy to the liver while controlling systemic exposure and associated side effects. The Company has commenced a global Phase 3 FOCUS clinical trial for Patients with Hepatic Dominant Ocular Melanoma (OM) and a global Phase 2 clinical trial in Europe and the U.S. to investigate the Melphalan/HDS system for the treatment of primary liver cancer (HCC) and intrahepatic cholangiocarcinoma (ICC). Melphalan/HDS has not been approved by the U.S. Food & Drug Administration (FDA) for sale in the U.S. In Europe, its system has been commercially available since 2012 under the trade name Delcath Hepatic CHEMOSAT Delivery System for Melphalan (CHEMOSAT), where it has been used at major medical centers to treat a wide range of cancers of the liver. Delcath reported a net loss of $14.7 million in 2015, a net loss of $17.4 million in 2014 and a net loss of $30.3 million in 2013. As of Sept. 30, 2016, Delcath had $36.98 million in total assets, $32.49 million in total liabilities and $4.48 million in total stockholders' equity. Grant Thornton LLP, in New York, New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has incurred recurring losses from operations and as of Dec. 31, 2015, has an accumulated deficit of $261 million. These conditions raise substantial doubt about the Company's ability to continue as a going concern. DIGIPATH INC: Signs Joint Venture Pact with Strategic Investor -------------------------------------------------------------- Digipath, Inc. has entered into an agreement with a strategic investor, OC Testing LLC, to build additional cannabis testing labs. Pursuant to this agreement: * Digipath and the investor intend to open cannabis testing labs in jurisdictions outside of Nevada, with Digipath to provide turnkey services and its industry expertise and the OC Testing to provide all funding required to open such labs. Services to be provided by Digipath will include oversight of the purchase and installation of all laboratory equipment, responsibility for obtaining state and local regulatory approvals, and the identification and hiring of laboratory personnel. * OC Testing will be responsible for financing the building of each additional lab, including the provision of sufficient startup working capital. * Digipath will be entitled to 20% of the cash flow generated by each such lab. In addition, Digipath will be reimbursed for its expenses during the construction phase of each testing Lab, and once a lab begins operations, Digipath will be entitled to a monthly fee of 3.5% of gross revenues until OC Testing has received distributions equal to its invested capital. Thereafter, Digipath will be entitled to a monthly fee equal to 7% of gross revenues for so long as it remains an owner of each such lab. * All new labs will be branded under the "Digipath Labs" name, and will meet all the standards of quality and professionalism set by the Digipath Labs flagship operation in Nevada, which operates under the most demanding regulations in the nation. * The parties intend to first launch a medical marijuana testing lab in the State of California, followed by additional labs in Florida and other States. However, nothing in the agreement prevents Digipath from establishing or purchasing its own labs. Todd Denkin, COO of Digipath, commented, "This agreement is an important step in expanding the Digipath Labs brand in the cannabis lab testing market and provides us with a strategic and financial partner as we scale into other legal cannabis markets. We believe that this model will enable us to better protect and enhance the industry-leading benchmarks we have set by ensuring our direct control over each operation." A spokesperson for OC Testing, LLC, stated, "We believe that lab testing services in the cannabis markets are crucial to ensuring patient safety and consumer confidence. After an extended search for the best partner, it is clear that Digipath is setting the industry standard for compliance, data driven standards and best practices." About DigiPath Incorporated in Nevada on Oct. 5, 2010, DigiPath Inc. and its subsidiaries support the cannabis industry's best practices for reliable testing, cannabis education and training, and brings unbiased cannabis news coverage to the cannabis industry. Digipath reported a net loss of $3.69 million on $818,583 of revenues for the year ended Sept. 30, 2016, compared to a net loss of $4.33 million on $16,084 of revenues for the year ended Sept. 30, 2015. Anton & Chia, LLP, in Newport Beach, CA, issued a "going concern" qualification on the consolidated financial statements for the year ended Sept. 30, 2016, citing that the Company has recurring losses and insufficient working capital, which raises substantial doubt about its ability to continue as a going concern. DIGITALGLOBE INC: Merger with MDA No Impact on Moody's Ba3 CFR -------------------------------------------------------------- Moody's Investors Service said DigitalGlobe, Inc.'s Ba3 Corporate Family Rating (CFR), existing debt ratings and stable outlook are not impacted by announcement that the company has entered into a definitive merger agreement with MacDonald, Dettwiler and Associates Ltd. For further information, please visit www.moodys.com. Headquartered in Westminster, CO, DigitalGlobe, Inc. is a commercial satellite imagery company that currently operates a constellation of five earth imaging satellites -- WorldView-1, WorldView-2, WorldView-3, WorldView-4 and GeoEye-1. DIGITALGLOBE INC: S&P Puts 'BB' CCR on CreditWatch Developing ------------------------------------------------------------- S&P Global Ratings said that it placed its ratings, including its 'BB' corporate credit rating, on Westminster, Colo.-based DigitalGlobe Inc. on CreditWatch with developing implications. This indicates that S&P could raise, lower, or affirm the ratings, depending on S&P's view of the combined business and its proposed capital structure. The CreditWatch placement follows MDA's announcement that it will acquire DigitalGlobe for $2.4 billion, using a combination of cash and stock. S&P expects the proposed transaction will result in higher leverage, at least 4x, which is above S&P's current threshold for the rating. Still, S&P believes the transaction offers certain business benefits, including greater scale and improved customer and geographic diversification. CREDITWATCH S&P intends to resolve the CreditWatch placement when the transaction closes, in the second half of 2017. The outcome will depend whether existing DigitalGlobe debt remains in place, S&P's review of the business plan of the combined company, and its longer-term financial policy and strategy. DILLARD'S INC: S&P Corrects Rating on US$200MM Cap Secs to 'BB' --------------------------------------------------------------- S&P Global Ratings has corrected its issue-level rating on Dillard's Capital Trust I's US$200 million 7.50% cap secs due 2038 by lowering it to 'BB' from 'BBB-'. Due to an analytical error, S&P incorrectly raised the issue rating to 'BBB-' when S&P raised its corporate credit rating on Dillard's on March 17, 2015. According to S&P's criteria, it should have raised the rating only two notches (to 'BB' instead of 'BBB-') because it is contractually subordinated and the instrument includes the right to defer interest payments. This approach is in accordance with S&P's hybrid capital handbook criteria. The correction does not have any impact on S&P's corporate credit rating or outlook on parent Dillard's Inc. (BBB-/Negative/--), as S&P continues to treat the instrument as 100% debt for the purpose of calculating total adjusted debt. Ratings List Dillard's Inc. Corporate Credit Rating BBB-/Negative/-- Rating Corrected To From Dillard's Capital Trust I US$200 mil 7.50% cap secs due 2038 BB BBB- DISPENSING DYNAMICS: S&P Withdraws 'CCC' ICR -------------------------------------------- S&P Global Ratings said it withdrew its 'CCC' issuer credit rating on City of Industry, Calif.-based Dispensing Dynamics International. At the time of the withdrawal, the rating outlook was negative. At the same time, S&P withdrew its 'CCC' issue-level rating on the company's 12.5% senior secured notes due 2018. S&P withdrew its corporate credit rating and issue-level ratings on Dispensing Dynamics after the company repaid its $130 million 12.5% senior secured notes in full following the sale of the company's San Jamar line of business. S&P is withdrawing its rating at the company's request and due to lack of sufficient information on its future capital structure and financial reporting. DOLPHIN DIGITAL: Sold $500,000 Common Shares to Investor -------------------------------------------------------- Dolphin Digital Media, Inc., entered into a subscription agreement with a private investor, pursuant to which the Company issued and sold to the Investor 100,000 shares of the Company's common stock, par value $0.015 per share, at a purchase price of $5.00 per Share. The Company received $500,000 of gross proceeds as a result of the sale of Shares. The Company issued the Shares in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder. The Investor represented to the Company that such Investor was an "accredited investor" as defined in Rule 501(a) under the Securities Act and that such Investor's Shares were being acquired for investment purposes. The Shares have not been registered under the Securities Act and are "restricted securities" as that term is defined by Rule 144 promulgated under the Securities Act. About Dolphin Digital Coral Gables, Florida-based Dolphin Digital Media, Inc., is dedicated to the twin causes of online safety for children and high quality digital entertainment. By creating and managing child-friendly social networking websites utilizing state-of the- art fingerprint identification technology, Dolphin Digital Media, Inc. has taken an industry-leading position with respect to internet safety, as well as digital entertainment. Dolphin Digital reported a net loss of $4.05 million on $2.99 million of total revenue for the year ended Dec. 31, 2015, compared to a net loss of $1.87 million on $2.07 million of total revenue for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Dolphin Digital had $22.68 million in total assets, $39.61 million in total liabilities and a total stockholders' deficit of $16.92 million. BDO USA, LLP, in Miami, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has suffered recurring losses from operations, negative cash flows from operations, and does not have sufficient working capital. These events raise substantial doubt about the Company's ability to continue as a going concern. EASTERN OUTFITTERS: Taps KCC as Claims & Noticing Agent ------------------------------------------------------- Eastern Outfitters, LLC, et al., seek authorization from the U.S. Bankruptcy Court for the District of Delaware to employ Kurtzman Carson Consultants LLC as claims and noticing agent, nunc pro tunc to the Feb. 5, 2017 petition date. The Debtors require KCC to: (a) prepare and serve required notices and documents these cases in accordance with the Bankruptcy Code and the Bankruptcy rules in the form and manner directed by the Debtors and the Court; (b) maintain an official copy of the Debtors' schedules of assets and liabilities and statement of financial affairs, listing the Debtors' known creditors and the amounts owed thereto; (c) maintain (i) a list of all potential creditors, equity holders, and other parties in interest; and (ii) a "core" mailing list consisting of all parties described in Bankruptcy Rules 2002(i), (j), and (k), and those parties that have filed a notice of appearance pursuant to Bankruptcy Rule 9010; update said lists and make said lists available upon request by a party in interest or the Clerk; (d) furnish a notice to all potential creditors of the last date for the filing of proofs of claim and form for the filing of a proof of claim, after such notice and form are approved by the Court, and notify said potential creditors of the existence, amount, and classification of their respective claims as set forth in the Schedules, which may be effected by inclusion of such information on a customized proof of claim form provided to potential creditors; (e) maintain a post office box or address for the purpose of receiving claims and returned mail, and process all mail received; (f) for all notices, motions, orders, or other pleadings or documents served, prepare and file or cause to be filed with the Clerk an affidavit or certificate of service within 7 business days of service; (g) process all proofs of claim received, including those received by the Clerk, and check said processing for accuracy, and maintain the original proofs of claim in a secure area; (h) maintain the official claim register for each Debtor on behalf of the Clerk; upon the Clerk's request, provide the Clerk with certified, duplicate unofficial Claims Registers; (i) implement necessary security measures to ensure the completeness and integrity of the Claims Registers and the safekeeping of the original claims; (j) record all transfers of claims and provide any notices of such transfers as required by the Bankruptcy Rule 3001(e); (k) relocate, by messenger or overnight delivery, all of the court-filed proofs of claim to the offices of Kurtzman Carson, not less than weekly; (l) upon completion of the docketing process for all claims received to date of each case, turn over to the Clerk copies of the claims register for the Clerk's review; (m) monitor the Court's docket for all notices of appearance, address changes, and claims-related pleadings and orders filed and make necessary notations on and changes to the claims register; (n) assist in the dissemination of information to the public and respond to requests for administrative information regarding the Cases as directed by the Debtors or the Court, including through the use of a website and call center; (o) if these Cases are converted to Chapter 7, contact the Clerk within three days of the notice to Kurtzman Carson of entry of the order converting the Cases; (p) thirty days prior to the closure of these Cases, to the extent practicable, request that the Debtors submit to the Court a proposed Order dismissing Kurtzman Carson and terminating the services of such agent upon completion of its duties and responsibilities and upon the closing fo these Cases; (q) within 7 days of notice to Kurtzman Carson of entry of an order closing these Cases, provide to the Court the final version of the Claims Register as of the date immediately before the close these Cases; and (r) at the close of these Cases, box and transport all original documents, in proper format, as provided by the Clerk's Office to (i) the Federal Archives Record Administration, located at 14700 Townsend Road, Philadelphia, PA 19154-1096 or (ii) any other location requested by the Clerk. Kurtzman Carson will be paid at these hourly rates: Analyst $25 to $50 Tech/Programming Consultant $35 to $70 Consultant/Sr. Consultant $70 to $160 Director/Sr. Managing Consultant $175 Securities Director/ Solicitations Sr. Consultant $200 Securities Sr. Director/ Solicitation Lead $215 Kurtzman Carson will also be reimbursed for reasonable out-of-pocket expenses incurred. Before the filing of these Cases, the Debtors paid Kurtzman Carson a retainer of $25,000 in connection with prepetition services. Robert Jordan, managing director of Kurtzman Carson, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Kurtzman Carson can be reached at: Drake D. Foster KURTZMAN CARSON CONSULTANTS LLC 2335 Alaska Ave. El Segundo, CA 90245 Tel: (310) 823-9000 Fax: (310) 823-9133 E-mail: dfoster@kccllc.com About Eastern Outfitters Headquartered in Meriden, Connecticut, Eastern Outfitters, LLC, is the holding company of outdoor sports apparel and equipment retailers Bob's Stores and Eastern Mountain Sports. Eastern Outfitters, LLC, a/k/a Subortis Retail Group, LLC, along with affiliates, filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 17-10243) on Feb. 5, 2017. The petitions were signed by Mark Walsh, chief executive officer. Judge Laurie Selber Silverstein presides over the cases. Eastern Outfitters, Subortis IP Holdings, and Eastern Mountain Sports each estimated its assets and liabilities at between $100 million and $500 million each. Robert G Burns, Esq., Jennifer Feldsher, Esq., and David M Riley, Esq., and Mark E. Dendinger, Esq., at Bracewell LLP serve as the Debtors' restructuring counsel. Norman L. Pernick, Esq., Marion M Quirk, Esq., and Katharina Earle, Esq., at Cole Schotz P.C. serve as the Debtors' Delaware counsel. Alixpartners, LLP, is the Debtors' turnaround advisor. Lincoln Partners Advisors LLC is the Debtors' financial advisor. Kurtzman Carson Consultants is the Debtors' claims and noticing agent. EASTERN UNIVERSITY: S&P Affirms 'BB+' Rating on 2012 Rev. Bonds --------------------------------------------------------------- S&P Global Ratings revised to negative from stable its outlook and affirmed its 'BB+' long-term rating on Delaware County Authority, Pa.'s series 2012 revenue bonds, issued for Eastern University. "The outlook is negative because Eastern University is currently in violation of its coverage covenant related to its series 2006 bonds insured by Assured Guaranty," said S&P Global Ratings credit analyst Carolyn McLean. However, the university expects to receive a conditional waiver in the next few weeks. S&P's outlook also takes into account the continued decline in enrollment, which has negatively affected margins and financial resource ratios. Although management has a plan to improve the bottom line, S&P believes these negative trends could persist. S&P assessed the university's enterprise profile as adequate, reflecting a multiyear trend of declining enrollment that has negatively affected operating results in recent years and volatile and weak demand characteristics. S&P assessed Eastern University's financial profile as adequate, reflecting growing deficits, coupled with a very high dependence on student fees for revenues and slim available resources, both of which further limit financial flexibility. Combined, S&P believes these factors lead to an indicative stand-alone credit profile of 'bbb-'. As S&P's criteria indicate, the final rating can be within one notch of the indicative credit level. In S&P's opinion, the 'BB+' rating better reflects Eastern's enrollment pressure, protracted deficits, and weak available resources for the category compared to peers and medians. EL RANCHO OF KALAMAZOO: Unsecureds to Get $5K Annually for 4 Yrs. ----------------------------------------------------------------- El Rancho of Kalamazoo Limited Partnership filed with the U.S. Bankruptcy Court for the Northern District of Indiana a disclosure statement referring to the Debtor's plan of reorganization filed on Feb. 21, 2017. Class 7 will consist of unsecured claims. The Allowed Claims will be paid on a pro rata basis out of an annual lump sum distribution to this class in the amount of $5,000. The annual distributions will commence one year after confirmation of the Plan and will continue annually for a total of four annual payments. This class will include all claims not specifically included in Classes 1 through 6 and will also include the deficiency claim, if any, of Park Capital Investments, LLC. This class will neither have nor retain any liens. This class is impaired. For the Plan to meet the feasibility test, the Court must find that the reorganized Debtor, subsequent to the Effective Date, will have a reasonable expectation of generating, through their own operations or access to sources of debt and equity capital, funds sufficient to satisfy their obligations under the Plan and otherwise. Assuming consummation of the Plan substantially, the Debtor believes that the Plan meets the requirements of the Feasibility Test. The Debtor has prepared projections of the expected operating and financial results of reorganized Debtor. Based on those projections, the Debtor believes that the Plan complies with the financial feasibility standard for confirmation. The Debtor believes the results set forth in these projections are attainable and that it will have sufficient funds to meet its obligations under the Plan and otherwise. The Disclosure Statement is available at: http://bankrupt.com/misc/innb16-23195-48.pdf About El Rancho of Kalamazoo El Rancho of Kalamazoo Limited Partnership, was organized in Indiana in 2002, and operates a mobile home and RV Park in Valparaiso, Indiana. The Debtor currently leases three employees. El Rancho of Kalamazoo Limited Partnership filed a Chapter 11 petition (Bankr. N.D. Ind. Case No. 16-23195), on November 10, 2016. Daniel J. Skekloff, Esq., and Scot T. Skekloff, Esq., at Haller & Colvin, PC, will serve as the Debtor's bankruptcy counsel. ENDLESS SALES: Has Permission to Use BBVA Compass Cash Collateral ----------------------------------------------------------------- Judge Elizabeth E. Brown of the U.S. Bankruptcy Court for the District of Colorado authorized Endless Sales, Inc. to use cash collateral on an interim basis. Judge Brown directed the Debtor to provide BBVA Compass Bank with post-petition lien on all post-petition inventory and income derived from the operation of its business and assets, to the extent that the use of the cash results in a decrease in the value of BBVA Compass' interest in the collateral. She held that all replacement liens will hold the same relative priority to assets as did the pre-petition liens. The Debtor is authorized to use cash collateral only in accordance with the Budget, subject to a deviation on line item expenses not to exceed 15% without the prior agreement of BBVA Compass or an order of the Court. The approved Budget reflects total expenses in the aggregate amount of $386,877 which covers the period from the week of February 12, 2017 through the week of March 5, 2017. The Debtor is also directed to keep all of BBVA Compass' collateral fully insured, and provide BBVA Compass with a complete accounting, on a monthly basis, of all revenue, expenditures, and collections through the filing of the Debtor's Monthly Operating Reports. A final hearing on the Debtor’s Motion has been set for March 3, 2017 at 10:00 a.m. A full-text copy of the Order, dated February 21, 2017, is available at https://is.gd/NZW4AU About Endless Sales, Inc. Endless Sales, Inc., d/b/a Discount Forklift d/b/a Discount Forklift Brokers d/b/a Octane Forklifts, filed a Chapter 11 petition (Bankr. D. Colo. Case No. 17-11037) on February 13, 2017. The petition was signed by Brian Firkins, president. The case is assigned to Judge Elizabeth E. Brown. The Debtor is represented by Jeffrey S. Brinen, Esq. and Keri L. Riley, Esq. at Kutner Brinen, P.C. At the time of filing, the Debtor disclosed total assets of approximately $2.56 million and total liabilities in the amount of $1.78 million. A copy of the Debtor's list of 10 unsecured creditors is available for free at: http://bankrupt.com/misc/cob17-11037.pdf EQUINOX HOLDINGS: S&P Rates Proposed $950MM Loans 'B+' ------------------------------------------------------ S&P Global Ratings assigned its 'B+' issue-level rating and '2' recovery rating to New York City-based Equinox Holdings Inc.'s proposed $800 million first-lien term loan due 2024 and $150 million revolving credit facility due 2022. The '2' recovery rating reflects S&P's expectation for substantial (70%-90%; rounded estimate 80%) recovery in the event of a payment default. S&P also assigned our 'CCC+' issue-level rating and '6' recovery rating to the company's proposed $200 million second-lien term loan due 2025. The '6' recovery rating reflects S&P's expectation of negligible (0%-10%; rounded estimate 0%) recovery in the event of a payment default. Equinox intends to use the proceeds from the proposed term loans to repay its existing term loan debt. The refinancing transaction will improve the company's debt maturity profile by extending and staggering its term loan maturities, both of which currently mature in 2020. S&P's 'B' corporate credit rating and stable rating outlook on Equinox are unchanged. In December 2016, Equinox's owner distributed Blink Holdings Inc., an unrestricted subsidiary whose assets were excluded from the collateral package supporting the current credit facilities, out of Equinox and up to the parent, REH II. It is S&P's understanding that although Equinox will no longer control Blink, it will retain a preferred equity investment in Blink and will continue to consolidate Blink into its financials. Additionally, there will continue to be common board control of Equinox and Blink. Although S&P understands that Blink has secured its own source of financing to support club growth and S&P do not believe Equinox is obligated to provide any support to Blink, it is S&P's view that, should the need arise, Equinox might provide some limited support (subject to any limitations on restricted payments under its credit agreement) to Blink in order to help fund growth if Blink's credit facility is not sufficient to support its objectives. As a result, S&P expects to continue to consolidate Blink in S&P's base-case forecast for credit measures. RECOVERY ANALYSIS Key Analytical Factors -- S&P's simulated default scenario contemplates a payment default in 2020, reflecting a substantial decline in cash flow due to prolonged economic weakness and increased competitive pressures, contributing to severe customer attrition. -- S&P assumes a reorganization following the default, using an emergence EBITDA multiple of 6x to value the company. -- This is a higher multiple than S&P assumes for some other rated fitness club operators and reflects Equinox's strong brand and geographically desirable lease locations. Simplified Waterfall -- Emergence EBITDA: $136 million -- Multiple: 6.0x -- Gross recovery value: $816 million -- Net recovery value for waterfall after admin. expenses (5%): $775 million -- Obligor/nonobligor valuation split: 100%/0% -- Estimated first-lien debt: $931 million -- Value available for first-lien claim: $775 million -- Recovery expectation: 70%-90% (rounded estimate 80%) -- Estimated second-lien debt: $210 million -- Value available for second-lien claim: $0 million -- Recovery expectation: 0%-10% (rounded estimate 0%) Note: All debt amounts include six months of prepetition interest. RATINGS LIST Equinox Holdings Inc. Corporate Credit Rating B/Stable/-- New Rating Equinox Holdings Inc. Senior Unsecured $800 mil. first-lien term loan due 2024 B+ Recovery Rating 2 (80%) $150 mil. revolver due 2022 B+ Recovery Rating 2 (80%) $200 mil. second-lien term loan due 2025 CCC+ Recovery Rating 6 (0%) ERIN ENERGY: CEO Segun Omidele Resigns -------------------------------------- Erin Energy Corporation announced that Babatunde (Segun) Omidele has resigned as chief executive officer and as a member of the Board, effective Feb. 22, 2017. Mr. Omidele's resignation was accepted by the Board of Directors, with his departure from the company expected in the coming weeks while he assists in the orderly transition of his duties and responsibilities to the Interim Chief Executive Officer. Effective Feb. 22, 2017, Jean-Michel Malek, senior vice president, general counsel, and secretary, will serve as interim chief executive officer, while the Board conducts a search for a permanent replacement. John Hofmeister, Chairman of the Board, commented: "On behalf of the Board of Directors of Erin Energy, I thank Segun for his service to the Company. Segun's leadership and knowledge of the business and region have proved exceptionally valuable to our company. The Board is satisfied that all major projects and initiatives are well in hand and proceeding as planned." Mr. Omidele served in various positions with the Company commencing in September 2011 and was chief operating officer from September 2015 until his appointment as CEO in May 2016. Mr. Malek, 60, has served as senior vice president, general counsel and secretary of the Company since November 2015. Prior to joining Erin Energy, he was with CAMAC International Corporation (CI), where he served as executive vice president and general counsel since January 2011 and prior to that as senior vice president and general counsel since January 2007. He also served as the general counsel of CI from 1992 to 2003. In this role, he was responsible for all aspects of CI’s legal affairs around the world. Prior to joining CI, Mr. Malek was engaged in private practice with law firms in Houston and also held various positions as in-house counsel with multinational companies. He has also been an Adjunct Professor at the University of Houston Law Center, where he taught a course on law and development in Africa. Mr. Malek holds a J.D. from the University Of Texas School Of Law and has a bachelor's degree in philosophy from the University of Texas at Austin. From 2007 until 2012, he served as Honorary Consul of Namibia for the State of Texas. About Erin Energy Houston, Texas-based Erin Energy Corporation is an independent oil and gas exploration and production company focused on energy resources in Africa. The Company's strategy is to acquire and develop high-potential exploration and production assets in Africa, and to explore and develop those assets through strategic partnerships with national oil companies, indigenous local partners and other independent oil companies. Erin Energy Corporation seeks to build and operate a strategic portfolio of high-impact exploration and near-term development projects with significant production, reserves and resources growth potential. The Company has production and exploration projects offshore Nigeria, as well as exploration licenses offshore Ghana, Kenya and Gambia, and onshore Kenya. Erin Energy reported a net loss attributable to the Company of $451.5 million on $68.42 million of revenues for the year ended Dec. 31, 2015, compared to a net loss attributable to the Company of $96.06 million on $53.84 million of revenues for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Erin Energy had $342.4 million in total assets, $503.6 million in total liabilities and a total capital deficiency of $161.2 million. Grant Thornton LLP, Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company incurred net losses in each of the years ended Dec. 31, 2015, 2014 and 2013, and as of Dec. 31, 2015, the Company's current liabilities exceeded its current assets by $314.8 million. These conditions raise substantial doubt about the Company's ability to continue as a going concern. EVEN ST. PRODUCTIONS: Seeks to Hire Loeb & Loeb as Special Counsel ------------------------------------------------------------------ Even St. Productions Ltd. seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Loeb & Loeb LLP as special counsel. Loeb & Loeb will help the Debtor negotiate with buyers and prepare documents in connection with the sale of some of its assets. The firm will receive a commission of 2.25% of the gross proceeds from the sale, and an initial retainer in the amount of $25,000. Loeb & Loeb does not hold or represent any interest adverse to the Debtor's bankruptcy estate or creditors, and is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: John T. Frankenheimer, Esq. Loeb & Loeb LLP 10100 Santa Monica Blvd., Suite 2200 Los Angeles, CA 90067 Direct: 310-282-2135 Main: 310-282-2000 Fax: 310-919-3987 Email: ifrankenheimer@loeb.com About Even St. Productions Even St. Productions Ltd. and Majoken, Inc. sought Chapter 11 protection (Bankr. C.D. Cal. Case Nos. 13-24363 and 13-24389) on May 31, 2013, in Los Angeles. Even St. and Majoken each estimated assets and debts of $1 million to $10 million. Krikor J. Meshefejian, Esq., and David L. Neale, Esq., at Levene Neale Bender Rankin & Brill, LLP, serve as counsel to the Debtors. BPE&H serves as the Debtors' accountant. On October 21, 2016, the Debtors filed a Chapter 11 plan of liquidation and disclosure statement. The plan proposes to pay creditors in full. EXGEN TEXAS: S&P Lowers Rating on $675MM Loan to 'CCC+' ------------------------------------------------------- S&P Global Ratings said it lowered the project rating on ExGen Texas Power LLC's $675 million term loan B to 'CCC+' from 'B'. The outlook is negative. The recovery rating of '3' is unchanged, reflecting S&P's expectation of meaningful (50%-70%; rounded estimate 65%) recovery in the event of default. "The negative outlook on ExGen reflects our expectations of increased refinancing risk at maturity as a result of weakened power prices in ERCOT, as well as debt service coverage ratios that look to be about 1x in the project's unhedged period, but could decline further with continued weakness in the market; in addition, we expect that liquidity will tighten during 2017," said S&P Global Ratings credit analyst Michael Ferguson. S&P could consider a downgrade if it expected debt service to fall substantially below 1x persistently and if liquidity shortages occur. Such a scenario would most likely happen due to a consistently weaker ERCOT market after current hedges expire, stemming from sluggish demand growth or increased renewables penetration. Further, operational challenges could contribute to financial weakness. A revision to a stable outlook is unlikely during 2017, but could occur if the project mitigates its exposure to merchant market risk by entering into new, lucrative hedging agreements that increase cash flow predictability through the end of the debt tenor, or if S&P develops a higher level of confidence that energy prices will rise and stabilize for an extended period in ERCOT. As such, S&P could consider an upgrade if it expected debt service coverage to rise above about 1.4x at a minimum. FANOUS JEWELERS: Unsecureds to Get $500 per Month for 2 Yrs. ------------------------------------------------------------ Fanous Jewelers, Inc., filed with the U.S. Bankruptcy Court for the Northern District of Texas a disclosure statement dated Feb. 20, 2017, referring to the Debtor's plan of reorganization. Allowed Class 3 Non-Insider Unsecured Claims are impaired. The allowed claims of Unsecured Creditors will share pro rata in the Unsecured Creditor's pool. The Debtor will pay $500 per month until paid in full. The Unsecured Creditors will be paid quarterly on the last day of each calendar quarter. Payments to the Unsecured Creditors will commence on the last day of the first full calendar quarter after the Effective Date. Based upon the Debtor's schedules, the Class 3 Claims will be paid in full in 24 months. The Class 3 creditors are impaired under the Plan. The Debtor anticipates using the on-going business income of the Debtor to fund the Plan. All payments under the Plan will be made through the disbursing agent. The Disclosure Statement is available at: http://bankrupt.com/misc/txnb16-33806-21.pdf About Fanous Jewelers Fanous Jewelers, Inc., was started by two brothers, Sam and Emile Fanous in the 1970's. The Debtor's business consists of making custom jewelry for clients. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N. D. Texas Case No. 16-33806) on Sept. 29, 2016. Eric A. Liepins, Esq., at Eric A. Liepins, P.C., serves as the Debtor's bankruptcy counsel. FIRST DATA: Fitch Hikes Long-Term Issuer Default Rating to 'B+' --------------------------------------------------------------- Fitch Ratings has upgraded First Data Corp.'s Long-Term Issuer Default Rating (IDR) to 'B+' from 'B'. The Rating Outlook remains Positive. At Dec. 31, 2016, the company had $18.6 billion in total debt outstanding. The upgrade reflects Fitch's expectations that sustained EBITDA growth and continued debt reduction will drive FDC's gross leverage below 6.0x by the end of 2017; the Positive Outlook is based on expectations that metrics will reach the threshold for an upgrade to 'BB-' by the end of 2018. The action also reflects the company's strong FCF. Fitch believes FDC's delevering path is sustainable based on moderate improvements in EBITDA and significant increases in free cash flow (FCF) through much lower cash interest costs. There are no significant debt maturities until 2020, mitigating potential near-term interest rate exposure. KEY RATING DRIVERS Positive Outlook: The upgrade and Positive Outlook reflect expectations for continued improvements in FDC's credit profile that began with its IPO in October 2015. FDC used the IPO proceeds to reduce debt. Subsequent refinancings have lowered cash interest expense, and the company's improved FCF profile has led to debt reduction. Improved Credit Profile: Gross leverage was estimated to be 6.3x at Dec. 31, 2016 (includes Fitch estimates for certain items not yet disclosed), down from 7.4x on Dec. 31, 2015 and 7.8x at year-end 2014. Fitch estimates gross leverage could approximate 5.7x at the end of 2017 and further decline to approximately 5.0x at year-end 2018. Expectations for leverage sustained below this level would likely lead to an upgrade. Large Scale: Fitch believes FDC's broad solution portfolio and significant geographic diversification are positive rating factors. The Global Business Solutions segment serves more than six million merchant locations globally. Existing relationships and a large distribution platform (partnerships and alliances) reinforce FDC's ability to sustain its market share, while providing a means to capitalize on emerging technologies (i.e. Apple Pay, Clover, EMV [Europay, Mastercard, Visa] and Mobile Payments). The Global Financial Solutions segment also benefits from established relationships with card issuers and from long-term contracts that have high switching costs. Fee Structure Offsets Cyclicality: Revenue has a correlation with consumer spending, but volatility is subdued due to the continued adoption of electronic payments, exposure to consumer staples, the pricing model in Global Business Solutions (paid per transaction and on a percentage of transacted amount) and the contractual nature of fees in Global Financial Solutions (based on active cards on file and other activities). Risk of Disintermediation: New payment technologies employed by other participants in the payment ecosystem are a long-term threat to disintermediate FDC. However, broad and diverse product portfolio, and investment in new technologies are mitigants. Mobile pay companies such as Google and Apple have decided to work with the payment networks and merchant acquirers rather than try and develop a proprietary system. Consolidation Risks: Consolidation could pose a risk for FDC, particularly in the Global Financial Solutions segment, as could changes in regulations. Generally high barriers to entry in the Global Business Solutions segment are exposed to some erosion through the emergence of new payment technology. Conversely, the Global Financial Solutions segment has much lower exposure to emerging competitors due to FDC's strong position in card processing for large institutions. KEY ASSUMPTIONS -- Revenue growth in the 2% to 3% range over 2017 - 2019, which includes some pressure from foreign exchange rates. -- EBITDA growth in the 4% to 6% range over 2017 - 2019, with growth toward the lower end of the range in 2017, and modestly accelerating with margin improvement; -- Sustained FCF of $1 billion or more aided by significantly lower cash interest expense arising from continued delevering and refinancing activities. FDC is assumed to reduce debt by approximately $1 billion or more annually; -- Continued nominal cash taxes over the forecast period given net operating loss carryforwards; -- Capital intensity approximating 5% of revenues; -- Fitch's recovery ratings assigned to the various debt classes are based upon assumed going concern EBITDA of $2.45 billion and a going concern enterprise valuation multiple of 7x. RATING SENSITIVITIES Positive: The ratings could be upgraded if FDC's credit profile continues to strengthen and gross leverage is expected to be maintained around 5x or below. Future developments that may lead to positive rating action include sustained EBITDA growth and continued reductions in debt from the company's improved FCF position. Should FDC reduce senior secured debt as it delevers, there is the potential the unsecured debt could be upgraded prior to the upgrade of the IDR due to improved recoveries. Negative: The ratings could be downgraded if FDC were to experience sustained leverage above 6.0x, material erosion in its market share, or if price compression accelerates due to new competitive threats, leading to sustained EBITDA margins at approximately 20% or below with the FCF margin declining to low single digits. LIQUIDITY To support liquidity, FDC has a $1.25 billion revolving credit facility (RCF) that expires in June 2020 (subject to an earlier springing maturity if certain debt remains outstanding at certain dates). At Dec. 31, 2016, the company had not drawn on the facility, but it would be reduced by letters of credit outstanding which have not yet been disclosed. At Sept. 30, 2016 there were $43 million in letters of credit outstanding. Cash at Dec. 31, 2016 was $385 million in total, the amount held outside of the U.S. has not been disclosed. Cash held domestically is likely to be nominal; as of Sept. 30, 2016 cash, net of $447 million held outside the U.S. and at subsidiaries to fund their respective operations consisted was $28. Additional liquidity is available through a $240 million accounts receivable facility, which expires in 2019. There was $160 million outstanding on the accounts receivable facility at Dec. 31, 2016. The company has no major maturities until 2019, when the accounts receivable facility, with a maximum borrowing capacity of $240 million, matures. Fitch has upgraded the following ratings: First Data Corp -- Long-Term IDR to 'B+' from 'B'; Outlook Positive; -- Senior secured RCF and term loans to 'BB+'/'RR1' from 'BB'/'RR1'; -- Senior secured notes to 'BB+'/'RR1' from 'BB'/'RR1'; -- Junior secured notes to 'BB'/'RR2' from 'B'/'RR4' -- Senior unsecured notes to 'B-'/'RR6' from 'CCC+'/'RR6'. FORBES ENERGY: Seeks to Hire Jefferies LLC as Investment Banker --------------------------------------------------------------- Forbes Energy Services Ltd. seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire an investment banker. Forbes Energy proposes to hire Jefferies LLC to render these investment banking services in connection with the Chapter 11 cases of the company and its affiliates: (a) advise and assist the Debtors in connection with a possible sale, disposition or other business transactions involving all or a material portion of their equity or assets; (b) assist the Debtors in connection with analyzing, structuring, negotiating and effecting any restructuring; (c) analyze the business, operations, properties, financial condition and prospects of the Debtors; (d) advise the Debtors on the current state of the "restructuring market;" (e) assist the Debtors in developing a general strategy for accomplishing a restructuring; (f) assist the Debtors in implementing a restructuring, which includes negotiating with the bondholders; and (g) assist the Debtors in evaluating and analyzing a restructuring, including the value of the securities or debt instruments, if any, that may be issued in any such restructuring. The firm will receive a monthly fee of $100,000; a $2.75 million fee upon closing of a sale or other business transactions; and a $2.75 million upon consummation of a restructuring. Robert White, managing director of Jefferies, disclosed in a court filing that his firm does not hold or represent any interest adverse to the Debtors' bankruptcy estates. The firm can be reached through: Robert White Jefferies LLC 520 Madison Avenue New York, NY 10022 About Forbes Energy Alice, Texas-based Forbes Energy Services Ltd. (OTC Pink: FESL) -- http://www.forbesenergyservices.com/-- is an independent oilfield services contractor that provides a broad range of drilling-related and production-related services to oil and natural gas companies, primarily onshore in Texas and Pennsylvania. The Company's balance sheet at Sept. 30, 2016, showed total assets of $332.6 million, total liabilities of $337.0 million, $15.10 million series B senior convertible preferred shares, and a stockholders' deficit of $19.57 million. Forbes Energy Services Ltd. filed voluntary petitions for reorganization under chapter 11 of the United States Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 17-20023) on Jan. 22, 2017, for itself and its principal subsidiaries pursuant to the terms of the previously disclosed Restructuring Support Agreement with certain holders of the Company's 9% senior unsecured notes due 2019. The Debtors tapped Pachulski Stang Ziehl & Jones LLP as lead counsel, Snow Spence Green LLP as local counsel, and Winstead PC as corporate and securities counsel. Alvarez & Marsal Holdings, LLC serves as financial advisor, Kurtzman Carson Consultants LLC as solicitation and balloting consultants, and BDO USA, LLP as tax and audit services provider. * * * Judge David R. Jones will hold a hearing on March 8, 2017, at 10:00 a.m. (prevailing Central Time) to consider the adequacy of the disclosure statement explaining the Debtors' prepackaged Chapter 11 plan. FOUNTAINS OF BOYNTON: Hanover to Recover 95% Under Plan ------------------------------------------------------- Fountains of Boynton Associates, Ltd., filed with the U.S. Bankruptcy Court for the Southern District of Florida a disclosure statement dated Feb. 21, 2017, for the Debtor's second amended plan of reorganization. The $52.2 million Class 1 Hanover Secured Claim is impaired by the Plan. The holder will recover 95%. If the Purchase Price is less than the Hanover Payoff Figure, the Debtor will pay to Class 1 (a) the Purchase Price and (b) Cash Collateral in an amount equal to the difference between the Purchase Price and Hanover Payoff Figure; provided, however, that the amount of Cash Collateral paid to Class 1 pursuant to this section will not exceed $1,200,000, unless there is a Forfeited Successful Bidder Deposit and/or one or more Forfeited Back-Up Bidder Deposits in which case the Forfeited Deposits will also be paid to Class 1 to the extent necessary to achieve a total payout to Class 1 which is equal to the Hanover Payoff Figure, the Remaining Forfeited Deposit Amount will be treated as set forth in Section 501(b)(3) of the Plan. If the Purchase Price is equal to the Hanover Payoff Figure, the Debtor will pay to Class 1 the Hanover Payoff Figure. If the Purchase Price exceeds the Hanover Payoff Figure: (a) the Debtor will pay to Class 1 the Hanover Payoff Figure; and (b) the Debtor and Class 1 will apportion Sale proceeds in amounts exceeding the Hanover Payoff Figure as follows: (i) the Debtor will receive 100% of Excess Proceeds in amounts greater to the Hanover Payoff Figure and equal to or less than $54,100,000; (ii) Class 1 shall receive 75% and the Debtor will receive 25% of Excess Proceeds in amounts greater than $54,100,000 and equal to or less than $55,100,000; and (iii) Class 1 and the Debtor shall each receive 50% of Excess Proceeds in amounts greater than $55,100,000. Under no circumstances will the Hanover Sale Closing Amount exceed than the Allowed Amount of the Class 1 Claim. Class 4 - Allowed General Unsecured Claims in the approximate amount of $1,640,000 are impaired. On the Effective Date, the holders of Class 4 Claims will receive lump sum payments consisting of (1) proceeds from the Sale and (2) Cash Collateral. The Debtor anticipates the Sale proceeds and Cash Collateral will be sufficient to pay Class 4 Creditors the Allowed Amounts of their claims. In the event the Debtor is unable to pay Class 4 Creditors the Allowed Amounts of their claims, on the Effective Date, the holders of Class 4 Claims will receive pro rata distributions from available Sale proceeds and Cash Collateral. The cash amount that would be available for satisfaction of claims would consist of the proceeds resulting from the disposition of the unencumbered assets and properties of the Debtor, augmented by the unencumbered cash held by the Debtor at the time of the commencement of the liquidation case. The Second Amended Disclosure Statement is available at: http://bankrupt.com/misc/flsb16-11690-223.pdf As reported by the Troubled Company Reporter on Jan. 16, 2017, the Debtor filed with the Court a disclosure statement dated Jan. 9, 2017, for the first amended plan of reorganization, which proposed that each holder of Class 4 general unsecured claims receive, in full and final satisfaction, settlement, release, extinguishment and discharge of its respective claim, a lump sum payment in the full amount of its allowed claim. About Fountains of Boynton Associates Fountains of Boynton Associates, Ltd., a single asset limited partnership, owns real property that is part a shopping mall commonly known as the Fountains of Boynton, which is located at the northwest corner of Jog Road and Boynton Beach Boulevard, in Boynton Beach, Florida. The Debtor sought Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 16-11690) on Feb. 5, 2016. The petition was signed by John B. Kennelly, manager. The Hon. Erik P. Kimball oversees the case. The Debtor disclosed total assets of $71,421,648 and total liabilities of $53,672,029 at the time of filing. Bradley S Shraiberg, Esq., and Patrick Dorsey, Esq., at Shraiberg, Ferrara, & Landau, serve as the Debtor's counsel. The Office of the U.S. Trustee disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Fountains of Boynton Associates, Ltd. FOUNTAINS OF BOYNTON: Plan Solicitation Period Extended to March 31 ------------------------------------------------------------------- Judge Erik P. Kimball of the U.S. Bankruptcy Court for the Southern District of Florida extended the exclusive period within which Fountains of Boynton Associates, Ltd. may solicit acceptances to a filed plan of reorganization through and including March 31, 2017. The Debtor was directed to file an amended plan or similar documents setting forth a procedure for the auction and sale of its real property pursuant to the agreement announced on the record between the Debtor and Hanover Acquisition 3, LLC, on or before February 20, 2017. Judge Kimball held that failure by the Debtor to timely file such a plan or documents will result in the termination of the solicitation period. The Troubled Company Reporter had earlier reported that the Debtor asked the Court to extend the exclusive periods by approximately 60 days or through April 10, 2017. By prior order, the Court had extended the Solicitation Period to February 6, 2017. The TCR had also reported that the Debtor filed an amended plan of reorganization and disclosure statement on January 9, 2017, which contemplated selling substantially all of its assets in a private sale for $53.6 million. The Debtor had anticipated that the sale price would have been sufficient to pay all creditors of the estate in full, with the exception of the Debtor's largest creditor, Hanover Acquisition 3, LLC, who voluntarily accepted a reduced payoff figure. Unfortunately, the Debtor told the Court that the purchaser referenced in the Plan had withdrawn its offer. Nevertheless, the Debtor believed that it would receive a similar price via an auction process. The Debtor, therefore, would be preparing a second amended plan, which contemplates an auction and sale of its assets. About Fountains of Boynton Associates Fountains of Boynton Associates, Ltd., a single asset limited partnership, owns real property that is part a shopping mall commonly known as the Fountains of Boynton, which is located at the northwest corner of Jog Road and Boynton Beach Boulevard, in Boynton Beach, Florida. The Debtor sought Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 16-11690) on Feb. 5, 2016. The petition was signed by John B. Kennelly, manager. The Hon. Erik P. Kimball oversees the case. The Debtor disclosed total assets of $71,421,648 and total liabilities of $53,672,029 at the time of filing. Bradley S Shraiberg, Esq., and Patrick Dorsey, Esq., at Shraiberg, Ferrara, & Landau, serve as the Debtor's counsel. The Office of the U.S. Trustee disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Fountains of Boynton Associates, Ltd. FOUR SEASONS LANDSCAPE: Hires Ironstone Tax as Accountant --------------------------------------------------------- Four Seasons Landscape Management, Inc., seeks authorization from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Ironstone Tax and Accounting, LLC, doing business as W. Ted Floyd, CPA, as accountant, nunc pro tunc to Jan. 19, 2017. The Debtor requires Ironstone Tax to: (a) prepare quarterly and annual federal and state tax returns; prepare all other financial documents required by federal or state law; all other work indicated by the Accountant's analysis of the records of the Debtor; and all other work necessary to assist the estate to comply with the reporting and accounting requirements of this Chapter 11 case; (b) review claims filed by the Internal Revenue Service to determine the validity of the amounts claimed and to assist in formulating a plan; and (c) other work as may be indicated by the Accountant's analysis of the records of the Debtor's and the estate. Ironstone Tax agreed to perform the described services for a fee based upon an hourly charge of $150 for these efforts. Ironstone Tax will also be reimbursed for reasonable out-of-pocket expenses incurred. W. Ted Floyd, managing member of Ironstone Tax, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. Ironstone Tax can be reached at: W. Ted Floyd IRONSTONE TAX & ACCOUNTING LLC 277 GA-74 Peachtree City, GA 30269 Tel: (770) 487-9166 About Four Seasons Landscape Four Seasons Landscape Management Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 17-10114) on Jan. 19, 2017. The petition was signed by Richard Santiago, CEO. The case is assigned to Judge Homer W. Drake. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of $1 million to $10 million. The Debtor hired Smith Conerly LLP as legal counsel. FREEDOM MORTGAGE: Fitch Gives 'B+/RR4' Rating to $450MM Term Loan ----------------------------------------------------------------- Fitch Ratings assigns a 'B+/RR4' rating to Freedom Mortgage Corporation's $450 million senior secured term loan maturing in 2022. Proceeds from the new term loan are expected to be used for general corporate purposes, including potential strategic acquisitions of mortgage servicing rights (MSRs) and expenses incurred with such transactions. KEY RATING DRIVERS IDR, SENIOR TERM LOAN AND RECOVERY RATING The long-term rating of 'B+' assigned to Freedom's new senior secured term loan is equalized with Freedom's Long-Term Issuer Default Rating (IDR). The 'RR4' Recovery Rating reflects average (30%-50%) recovery prospects in a stressed scenario based on available collateral coverage from security in the servicing income and proceeds associated with the Ginnie Mae MSRs and servicer advances, as well as pledged cash collateral subject to a control agreement. Freedom's IDR and Stable Rating Outlook reflect Freedom's strong franchise, established position and historical track record in the U.S. residential mortgage space. As a nonbank mortgage company, Freedom also benefits from increased share resulting from banks' reduced appetite for mortgage servicing activities. Further supporting the affirmation is an experienced management team with an extensive industry background, a sufficiently robust and integrated technology platform, good asset quality in its prime servicing portfolio, sufficient liquidity and reserves in place to absorb a reasonable level of repurchase demands or indemnifications, and appropriate earnings coverage of interest expense. Fitch last affirmed Freedom's IDR and maintained the Stable Rating Outlook on Jan. 5, 2017. The highly cyclical nature of the mortgage origination business and the capital intensive and volatile nature of the mortgage servicing business represent primary rating constraints for nonbank mortgage companies, including Freedom, in Fitch's opinion. Furthermore, the mortgage business is subject to intensive legislative and regulatory scrutiny, which further increases business risk. Lastly, the imperfect nature of interest rate hedging can introduce liquidity risks related to margin calls and/or earnings volatility. These industry constraints typically limit ratings assigned to nonbank mortgage companies to below investment grade levels. Fitch notes that Freedom's retained-servicing business model serves as a natural hedge to the cyclicality of the mortgage origination business and the company's robust operational and regulatory framework help to mitigate some of these pressures. Rating constraints specific to Freedom include elevated key man risk related to its founder and Chief Executive Officer, Stanley Middleman, who sets the tone, vision and strategy for the company. Over the last year, Freedom has taken steps to enhance its overall corporate governance framework including key hires with backgrounds in business transformation and strategy, as well as reduced related party transactions, which are viewed positively by Fitch. Additional rating constraints include reliance on short-term wholesale funding, specifically loan warehouse financing, and the predominately secured funding profile. Fitch notes that there is also potential execution risk associated with anticipated business growth and expansion of mortgage origination channels. Fitch's primary measure of leverage is based on gross debt to tangible equity, which removes from equity, Freedom's goodwill balance, and is expected to increase to 5.1x as a result of the term loan issuance. Fitch expects leverage will remain around the historical 4x-5x range over time, given the term loan's amortization and mandatory prepayment features, combined with consistent earnings generation will reduce incremental leverage undertaken by the company at transaction close. Fitch notes that corporate tangible leverage, which excludes balances under warehouse facilities from gross debt, is much lower and within the financial covenant set forth under the new term loan. RATING SENSITIVITIES IDR, SENIOR TERM LOAN AND RECOVERY RATING The senior secured term loan rating is primarily sensitive to any changes to Freedom's Long-Term IDR. The senior secured term loan rating and the recovery rating are also sensitive to changes in collateral values and advance rates under the secured borrowing facilities, which ultimately impact the level of available asset coverage. Positive rating momentum for Freedom's IDR could be influenced by a more formalized succession plan, demonstrated execution on growth aspirations, reduced reliance on short-term funding, and lower overall leverage. An improved governance framework, including Independent Director membership, and continued reduced related-party transactions would also be viewed favorably. Over time, an increase in the percentage of unsecured debt in the funding profile could also drive positive rating momentum. Freedom's IDR could be negatively impacted by the departure of Middleman without appropriate succession plans being in place, rapid growth that is not accompanied by commensurate growth in common equity, as well as appropriate staffing and resource levels to support planned growth. Additional negative rating drivers include a decrease in liquidity resulting from significant margin calls from its lenders or hedge counterparties, a decrease in asset quality, particularly if it results in increased repurchase activity or advancing, or a sustained increase in leverage beyond historical levels. To the extent that the company is subject to material regulatory scrutiny or fines that negatively impact Freedom's franchise or operating performance, this could also negatively impact ratings. Founded in 1990 and based in Mount Laurel, NJ, Freedom is a leading, private, full-service, nonbank mortgage company engaged in origination, servicing, selling and securitizing residential mortgage loans. During the first nine-months of 2016, the company was a top-10 mortgage originator by volume, according to Inside Mortgage Finance. As of Sept. 30, 2016, Freedom had total assets of approximately $6 billion. Fitch assigns the following rating: Freedom Mortgage Corporation -- Senior secured term loan 'B+/RR4'. Fitch currently rates Freedom as follows: -- Long-Term IDR 'B+'. FRONTIER COMMUNICATIONS: Fitch Lowers IDR to BB-; Outlook Negative ------------------------------------------------------------------ Fitch Ratings has downgraded the Issuer Default Rating (IDR) of Frontier Communications Corp. (Frontier, NYSE: FTR) and its subsidiaries to 'BB-' from 'BB'. The Rating Outlook remains Negative. Additionally, Fitch has affirmed the first mortgage bonds at Frontier Southwest Inc. and has revised the long-term issue ratings of Frontier and other subsidiaries as listed at the end of this release. KEY RATING DRIVERS The downgrade reflects lower than anticipated EBITDA due to weak revenue and subscriber trends that, when coupled with low free cash flow (FCF) generation, have resulted in a slower deleveraging path. Frontier will need additional time to deleverage as it incorporates the Verizon assets into its operations and to stabilize revenue and subscriber trends in its legacy and new markets. Fitch now anticipates gross leverage of 4.3x at year-end 2018, versus 3.8x by year-end 2017. The expected range is more reflective of a 'BB-' rating. Frontier's Rating Outlook is Negative, as Frontier is not expected to reach Fitch's leverage threshold of 4.2x-4.3x for the current rating until approximately the end of 2018. Improved Scale, FCF Prospects Frontier nearly doubled in size after acquiring Verizon Communications Inc.'s wireline properties in California, Texas and Florida (the Verizon transaction) in April 2016. Pro forma consolidated revenue increases to approximately $10 billion from $5.6 billion in 2015. Fitch believes Frontier's enhanced scale should lead to improved FCF, defined as net cash provided by operating activities less capex and dividends, over time. The acquisition is not expected to require material additional capital spending given past network upgrades by Verizon. Operational Challenges Pressure Revenue Challenges faced by Frontier at the close of the Verizon transaction resulted in elevated subscriber churn and weaker than expected revenue. Frontier anticipated slower subscriber gross additions as a result of the company's decision to temporarily suspend marketing activities during the first half of 2016. However, the company faced additional, unexpected headwinds during the second and third quarters of 2016 after onshoring its call centers. Although the call center issues appear to have subsided, Fitch believes it will take additional time for marketing efforts to ramp up and stabilize subscriber gross addition trends. Subsidiary Debt Ratings The 'RR1' Recovery Rating assigned to the approximately $850 million of outstanding subsidiary debt reflects its structural seniority to all of the parent debt. Of this amount, $100 million is secured and the remainder unsecured. The 'RR2' assigned to the secured revolver and secured term loans reflects the potential limitations in value of Frontier North as the only source of collateral security, including potential revolver drawings (per Fitch's approach), if cash flows are stressed. In addition, Frontier North has $200 million of unsecured debt that is structurally senior to the equity pledge providing security to the parent secured debt. KEY ASSUMPTIONS Fitch's key assumptions within the rating case for Frontier include: -- Consolidated revenues rising to just under $10 billion at the end of 2017, reflecting a full year of revenue contribution from the Verizon wireline properties. Fitch expects Frontier to slowly regain its footing during 2017 following weak revenue trends after the close of the Verizon transaction; -- Lower EBITDA from elevated customer churn largely offsets the $1 billion of annualized cost synergies realized by Frontier in 2Q16, resulting in EBITDA margins of 40% during 2017; -- Capex around $1.3 billion in 2017. Fitch's assumption reflects capital intensity of 12.5%, and includes additional capital spending for CAF II, and to a lesser extent, integration; -- Cash taxes are expected to be a refund of $100 million to $110 million in 2016, and minimal in 2017 as a result of the tax-basis step-up from the Verizon transaction and bonus depreciation. RATING SENSITIVITIES Fitch will use gross leverage versus net leverage going forward, comparable to most Fitch-rated companies across the telecommunications sector. Fitch will take into consideration any prefunding of maturing debt on a pro forma basis if necessary. Future developments that may, individually or collectively, lead to a negative rating action would likely coincide with: -- Gross leverage sustained above 4.2x-4.3x as a result of weaker than expected operating trends, shareholder-friendly activities or additional material acquisitions; -- While not expected, a return to mid-single-digit declines in revenue. Rating concerns would increase if Frontier's leverage (as defined by Fitch) is not below 4.2x-4.3x by the end of 2018. A positive rating action would likely coincide with: -- Gross leverage sustained below 3.7x-3.8x; -- FCF margins sustained in the mid- to high-single digits. LIQUIDITY Manageable Maturities Upcoming principal repayments are manageable and amount to $509 million and $733 million during 2017 and 2018, respectively. Fitch expects Frontier to rely on its revolver and the capital markets to refinance upcoming maturities until FCF improves. Frontier has some capacity under its covenants to issue secured debt, which could be a way for the company to refinance upcoming maturities and reduce annual interest expense. Improving Financial Flexibility Anticipated Financial flexibility is expected to strengthen in step with improvement in FCF. Pressured EBITDA, heavy integration spending prior to the close of the Verizon transaction, and sustained dividend payments resulted in a FCF deficit of $711 million at the LTM period ended Sept. 30, 2016. However, Fitch expects FCF will be positive, albeit minimal, in 2017 as the majority of integration costs have subsided. Fitch also expects FCF margins will improve to the mid-single digits over the forecast horizon. Frontier's liquidity position was adequate at the end of Sept. 30, 2016, supported by $311 million of cash and full availability under its $750 million (RCF). The $750 million senior secured RCF is in place until May 2018. Management stated it is looking to renew and extend the revolver in the coming year. The facility is available for general corporate purposes but may not be used to fund dividend payments. The main financial covenant in Frontier's secured facilities requires the maintenance of net debt-to-EBITDA of 4.5x or less. Net debt is defined as total debt less cash exceeding $50 million. FULL LIST OF RATING ACTIONS Fitch has downgraded the ratings and maintained the Negative Outlook as follows: Frontier Communications Corp. -- IDR to 'BB-' from 'BB'; -- $750 million senior secured revolving credit facility due 2018 to 'BB/RR2' from 'BB+/RR2'; -- $1.6 billion senior secured term loan due 2021 to 'BB/RR2' from 'BB+/RR2'; -- Senior unsecured notes and debentures to 'BB-/RR4' from 'BB/RR4'. Frontier North Inc. -- IDR to 'BB-' from 'BB'; -- Senior unsecured debentures to 'BB/RR1' from 'BB+/RR1'. Frontier West Virginia Inc. -- IDR to 'BB-' from 'BB'; -- Senior unsecured debentures to 'BB/RR1' from 'BB+/RR1'. Frontier California Inc. -- IDR to 'BB-' from 'BB'; -- Senior unsecured debentures to 'BB/RR1' from 'BB+/RR1'. Frontier Florida LLC -- IDR to 'BB-' from 'BB'; -- Senior unsecured debentures to 'BB/RR1' from 'BB+/RR1'. Frontier Southwest Inc. -- IDR to 'BB-' from 'BB'. Fitch has affirmed the following long-term issue rating: Frontier Southwest Inc. -- First mortgage bonds at 'BB+/RR1'. The Rating Outlook is Negative. GASTAR EXPLORATION: Conditionally Calls 8-5/8% Notes for Redemption ------------------------------------------------------------------- Gastar Exploration Inc. announced that it has conditionally called for redemption of all $325 million outstanding principal of its 8-5/8% Senior Secured Notes Due 2018 for redemption on March 24, 2017, at a redemption price of 102.156% of the principal amount of the Notes, plus accrued and unpaid interest to, but not including, the Redemption Date. The redemption of the Notes is conditioned upon the completion, on or before March 21, 2017, of the financings contemplated in the previously announced Securities Purchase Agreement dated as of Feb. 16, 2017, by and among Gastar and certain purchasers affiliated with Ares Management, L.P. Gastar expects the financings will be completed by the end of this month. Gastar will publicly announce and notify the holders and the indenture trustee for the Notes if the foregoing condition is not satisfied, whereupon the redemption will be revoked. About Gastar Exploration Houston, Texas-based Gastar Exploration Inc. -- http://www.gastar.com/-- is an independent energy company engaged in the exploration, development and production of oil, condensate, natural gas and natural gas liquids in the United States. Gastar's principal business activities include the identification, acquisition, and subsequent exploration and development of oil and natural gas properties with an emphasis on unconventional reserves, such as shale resource plays. Gastar Exploration reported a net loss attributable to common stockholders of $473.98 million for the year ended Dec. 31, 2015, compared to net income attributable to common stockholders of $36.52 million for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Gastar Exploration had $300.0 million in total assets, $461.0 million in total liabilities and a total stockholders' deficit of $161.1 million. * * * As reported by the TCR on March 15, 2016, Standard & Poor's Ratings Services lowered its corporate credit rating on Gastar Exploration to 'CCC-' from 'CCC+'. The downgrade follows Gastar's announcement that it had just $29 million of cash on hand and a fully drawn revolver. The company's borrowing base current stands at $180 million, but will be reduced to $100 million at the earlier of the close of the Appalachian asset sale or April 10, 2016. Proceeds from the Appalachian asset sale are expected to be $80 million. In June 2016, Moody's Investors Service downgraded the Corporate Family Rating of Gastar to 'Caa3' from 'Caa1'. The rating outlook was changed to 'negative' from 'stable'. The downgrade of Gastar's CFR to Caa3 reflects the company's weakened liquidity and reduced size following the sale of its Appalachian assets in April 2016. GELTECH SOLUTIONS: Estimates $3 to $3.5 Million Revenues in 2017 ---------------------------------------------------------------- GelTech Solutions, Inc., issued an investor letter providing its shareholders with an update of its business. "In 2016, GelTech Solutions continued to make advances across all business platforms and, after years of effort, is beginning to see the first signs of potentially significant revenue growth," said Michael Reger, president, GelTech Solutions. "Two markets in particular are showing great promise: Communication tower contractors who are purchasing FireIce Shield CTP Systems designed to prevent fires and damage during hot work modifications of equipment and towers, and Utilities companies planning to launch programs in 2017 that proactively incorporate FireIce and FireIce Shield products into their fire safety programs. "We are also working with several industrial clients who are incorporating FireIce Shield into their manufacturing process to prevent fires and avoid costly business interruptions while processing flammable materials. "In addition, there are a number of R&D projects underway, including suppression systems for lithium battery fires, shipping pouches for mailing defective personal electronic devices, and self-contained fire suppression systems for warehouses and big box retail stores, but it is too early to tell when we might expect to realize revenues from these activities. "Although 2017 has gotten off to a slower start than 2016, taking all this into consideration, we are still forecasting revenues of between $3.0 and $3.5 million in 2017, a significant increase from 2016. The most significant revenue increases are forecasted for the second half of 2017. "All in all, we are looking forward to a promising 2017, and will keep you informed as we move forward together." "Looking forward to 2017: * We are currently working with several large western states to initiate evaluations in their airtankers for 2017. We are also in various stages of negotiation with four large western states and two Canadian provinces/territories for aviation operations and several smaller states for ground engine operations. * We anticipate signing at least two long-term contracts with existing customers prior to the start of the 2017 fire season. * We expect the new FireIce FireBoss Injection System will be completed and installed on the first aircraft by the 2Q of 2017. GelTech has made a significant investment in this technology, and partnered with a leading engineering firm in the airtanker industry in anticipation of significant market opportunities in the U.S., Canada, Australia, and Europe for these systems. The FireBoss is a water-scooping airtanker, and the Injection System provides the ability to mix a full load of FireIce in-flight after scooping water. * GelTech partnered with an engineering firm based in Saskatoon, SK to develop a state-of-the-art system for fixed and portable airtanker bases, designed to mix and load FireIce product in a completely automated process. This system will be the safest and most advanced retardant loading system on the market and significantly improve tanker base efficiency. The prototype system has been tested with positive results and we anticipate deploying several first-generation units during the 2017 fire season." A copy of the letter is available for free at: https://is.gd/wSUbt7 About GelTech Jupiter, Fla.-based GelTech Solutions. Inc., is a Delaware corporation organized in 2006. The Company markets four products: (1) FireIce(R), a water soluble fire retardant used to protect firefighters, structures and wildlands; (2) Soil2O(R) 'Dust Control', its new application which is used for dust mitigation in the aggregate, road construction, mining, as well as, other industries that deal with daily dust control issues; (3) Soil2O(R), a product which reduces the use of water and is primarily marketed to golf courses, commercial landscapers and the agriculture market; and (4) FireIce(R) Home Defense Unit, a system for applying FireIce(R) to structures to protect them from wildfires. For the year ended June 30, 2015, the Company reported a net loss of $5.51 million on $800,365 of sales compared to a net loss of $7.11 million on $814,587 of sales for the year ended June 30, 2014. As of Sept. 30, 2016, Geltech Solutions had $2.15 million in total assets, $7.96 million in total liabilities and a total stockholders' deficit of $5.80 million. The Company's auditors Salberg & Company, P.A., in Boca Raton, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has a net loss and net cash used in operating activities in of $2,638,580 and $2,146,501, respectively, for the six months ended Dec. 31, 2015, and has an accumulated deficit and stockholders' deficit of $43,285,883 and $4,482,416, respectively, at Dec. 31, 2015. These matters raise substantial doubt about the Company's ability to continue as a going concern. GEO GROUP: S&P Affirms 'BB-' CCR & Lowers Unsec. Notes Rating to B+ ------------------------------------------------------------------- S&P Global Ratings affirmed its 'BB-' corporate credit rating on Boca Raton, Fla.-based The GEO Group Inc., a private corrections, detention, and community reentry facility owner and operator. The outlook is stable. At the same time, S&P affirmed its 'BB+' issue-level ratings on the company's senior secured revolver and term loan, with a recovery rating of '1', indicating S&P's belief that lenders could expect very high recovery (90%-100%, rounded estimate 95%) in the event of payment default. S&P lowered its issue-level rating on the senior unsecured notes to 'B+' from 'BB-', and revised the recovery rating to '5', indicating S&P's belief that lenders could expect modest recovery (10%-30%, rounded estimate 10%) in the event of payment default, from '4'. The revision reflects the use of additional secured debt to fund the acquisition, which ranks ahead of the senior unsecured notes, thereby diluting the recovery value in the event of a payment default. GEO is seeking to issue a new $700 million senior secured term loan B, which it will use to refinance its existing term loan B, repay revolver borrowings, and fund the acquisition of Community Education Centers Inc. (CEC). S&P assigned a 'BB+' issue-level rating to the proposed $700 million senior secured term loan B maturing in 2024. The recovery rating on this debt is '1', indicating S&P's expectations for very high (90% to 100%) recovery in the event of a payment default. At transaction close, S&P estimates total recourse debt outstanding of about $2.4 billion. S&P will withdraw its ratings on the existing term loan B once the transaction has closed and the debt has been repaid. "The affirmation of the corporate credit rating reflects our expectation that GEO's leverage will only temporarily exceed 5x, as it gradually reduces leverage to below 5x over the next 12 months," said S&P Global Ratings analyst Katherine Heng. "The acquisition of CEC will diversify GEO's business further into residential reentry services, which we view as consistent with its strategy and a credit positive given our view that this business is less exposed to public criticism that the private detentions business receives." The stable outlook reflects S&P Global Ratings' view that GEO will generate moderate top line and profit growth over the next 12 months, driven by stable inmate population growth and increased demand from ICE. S&P also believes headline risk has been reduced under the new administration, which, for now, reduces uncertainty around the sustainability of the private prison business model. S&P believes this will allow the company to gradually deleverage to below 5x. However, S&P's ratings include expectations that the company will remain acquisitive, which could lead to temporary spikes in leverage above the 5x threshold. S&P could lower the ratings if the company sustains leverage above the mid-5x range, which could occur if operating performance falls significantly short of S&P's forecast, likely the result of contract losses with one of its federal or large state customers, headline risk, occupancy rates falling dramatically, a dramatic change in federal policies, or growing negative public sentiment toward the private prison industry. S&P could also lower its ratings if the company's financial policy becomes more aggressive, likely from larger than expected debt-financed acquisitions or increased shareholder distributions. Although unlikely in the next year, S&P could raise its ratings if GEO's operating performance significantly exceeds S&P's forecast, likely through a stabilization of public policies supporting the use of private prisons, major customer wins from new contracts, or a more modest financial policy resulting in permanent debt reduction and debt to EBITDA sustained below 4x. S&P estimates that EBITDA would have to increase approximately 35% or debt would have to decrease by approximately $650 million for leverage to improve to 4x. GEORGINA LLC: Taps Chaparral Land as Real Estate Broker ------------------------------------------------------- Georgina, LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire a real estate broker. The Debtor proposes to hire Chaparral Land Company to market and sell an undeveloped land it owns located in the City of Lancaster, California. The firm will get a commission of 3% of the sales price. Chaparral Land Company does not hold or represent any interest adverse to the Debtor's bankruptcy estate, and is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Ben Sayani Chaparral Land Company 3275 Grande Vista Drive Newbury Park, CA 91320 Tel: (805) 499-3550 Email: gary@dirtdeals.com About Georgina LLC Georgina, LLC, based in Tarzana, CA 91356, based in Tarzana, CA, 91356, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 16-10140) on January 18, 2016. The Hon. Martin R. Barash presided over the case. Raymond H Aver, Esq. at Law Offices of Raymond H. Aver PC served as bankruptcy counsel. In its petition, the Debtor estimated $2 million in assets and $908,697 in liabilities. The petition was signed by Ben Sayani, manager. The Debtor listed Imad Aboujawdah Civic Design and Drafting, Inc. as its largest unsecured creditor holding a claim of $25,600. GERALEX INC: Plan Confirmation Hearing on March 30 -------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois has conditionally approved Geralex, Inc.'s disclosure statement referring to the Debtor's fourth amended plan of reorganization dated Feb. 15, 2017. The Debtor will serve the Plan and Disclosure Statement on all creditors by Feb. 27, 2017. A hearing on the approval of the Disclosure Statement and confirmation of the Plan will be held on March 30, 2017, at 11:00 a.m. The Debtor has until March 28, 2017, to file a response to any objections to the Disclosure Statement and Plan. Creditors entitled to vote to accept or reject the Plan must file their ballots with the Clerk of the Court by March 27, 2017. The Debtor will file a balloting report by March 28, 2017. In case any amendments to the Plan and Disclosure Statement are necessary, the period of time within which the Debtor must file a Disclosure Statement and Plan is extended to March 30, 2017. As reported by the Troubled Company Reporter on Feb. 21, 2017, the Debtor filed with the Court the Disclosure Statement, stating that under the Plan, holders of Class 3 Unsecured Claims will receive a pro rata share of the funds in the Unsecured Creditor Escrow Account, which will be funded by the Annual Cash Flow in the 12 months ending March 31 for each of 2018, 2019, 2020, and 2021, with a minimum annual payment of $25,000 and a maximum annual payment of $65,000. The Reorganized Debtor's obligation to deposit Annual Cash Flow into the Unsecured Creditor Escrow Account will terminate once the Reorganized Debtor has deposited $260,000 into the Unsecured Creditor Escrow Account. About Geralex Inc. Geralex, Inc., is an Illinois corporation with its principal place of business in Chicago, Illinois. The company provides janitorial services to commercial and government facilities, like airports and schools. It has been in business since 2003. It is owned by Alejandra Alvarado (60%) and Gerardo Alvarado (40%). The Debtor sought Chapter 11 protection (Bankr. N.D. Ill. Case No. 16-06479) on Feb. 26, 2016. The Debtor is represented by William J. Factor, Esq., and Z. James Liu, Esq., at FactorLaw. No trustee, examiner, or committee has been appointed in the case. GIBSON BRANDS: S&P Affirms 'CCC' CCR & Revises Outlook to Positive ------------------------------------------------------------------ S&P Global Ratings affirmed its 'CCC' corporate credit rating on Gibson Brands Inc. and revised the outlook to positive from negative. At the same time, S&P affirmed its 'CCC' issue-level rating on the company's $375 million senior secured notes due August 2018 with a '4' recovery rating, which indicates S&P's expectation for average recovery (30%-50%; rounded estimate 30%) in the event of a payment default. Outstanding reported debt totaled $512 million as of close of the transaction. Gibson recently completed a leverage-neutral debt refinancing by issuing a five-year $55 million U.S. asset-based loan (ABL) facility, $70 million domestic last-out term loan, and a $60 million international term loan to refinance the $46 million balance on its $75 million U.S. ABL facility due May 2017, $11 million balance on its European ABL facility, and $59 million payable to Philips N.V. The affirmation and positive outlook reflect the successful refinancing of the company's $75 million U.S. ABL facility maturing May 2017, EUR13.5 million international ABL facility maturing January 2018, and $59 million Philips N.V. debt-like payable. While S&P views the overall transaction as credit positive for the company and recognize the company's improved operating performance through the first three quarters of fiscal 2017, S&P still sees a material refinancing risk, as the company faces the upcoming maturity of its $375 million senior secured notes. "The positive rating outlook reflects improved operating performance thus far through fiscal 2017 and a lower short-term default risk resulting from the successful refinancing of the $75 million ABL, which was set to mature in May 2017," said S&P Global Ratings credit analyst Francis Cusimano. "While Gibson's short-term liquidity position has improved, the company will need to refinance its $375 million senior secured note by July 15, 2018, to avoid a liquidity event caused by an acceleration of its new ABL and term loan facilities," he added. S&P could raise the rating if the company successfully refinances its senior secured notes, therefore decreasing the likelihood of a late 2018 liquidity event, and if operations continued to improve, allowing for sustained positive free operating cash flow. S&P could revise its outlook or lower the ratings if the company is unable to refinance their senior secure notes by March 2018. S&P could also downgrade the company if it cannot maintain its recent operational improvements and free operating cash flow turned negative. Ratings List Ratings Affirmed; CreditWatch/Outlook Action To From Gibson Brands Inc. Corporate Credit Rating CCC/Pos./-- CCC/Neg./-- Issue-Level Rating Affirmed; Estimated Recovery Expectation Revised Gibson Brands Inc. Senior Secured CCC Recovery Rating 4(30%) 4(35%) GLOYD GREEN: Gun Collection Auction on Feb. 2 by Erkelens Approved ------------------------------------------------------------------ Judge Kevin R. Anderson of the U.S. Bankruptcy Court for the District of Utah authorized Gloyd W. Green's sale of his gun collection through a public auction to be conducted by Erkelens and Olson on Feb. 25, 2017 at 10:00 a.m. A hearing on the Motion was held on Feb. 1, 2017. The auction will be conducted at Erkelens and Olson's gallery located at 430 West 300 North, Salt Lake City, Utah. A copy of the list of guns to be sold attached to the Order is available for free at: http://bankrupt.com/misc/Gloyd_Green_194_Order.pdf Erkelens and Olson will be entitled to a commission of 15% of the sales price actually received for each gun sold at the auction. Within 21 days after the date of the auction, the firm of Erkelens and Olson will remit to the Reorganized Debtor all net proceeds of sale, along with a report of the results of the auction. Within 7 days after his receipt of the net proceeds of sale and report of auction, the Reorganized Debtor will deposit the net proceeds of sale in the Plan Payment Account for distribution in accordance with the term of the Plan, and will file a report of the sale with the Bankruptcy Clerk's office. The guns sold at auction will be sold in "as is, where is" condition, without representation or warranty as to condition or value, and will be sold free and clear of all liens, claims, encumbrances and interests, except that the Class A-4 Secured Claim will be satisfied in part or in full through credit bids. The 3 guns identified as exempt are declared to be exempt, and the Debtor is entitled to retain the 3 exempt guns in accordance with the provisions of the Plan. Terry and Sherrel West, who are the holders of the Class A-4 Secured Claim, will be entitled to credit bid their secured claim at the auction, either personally or by an authorized representative . Pursuant to the provisions of Bankruptcy Rule 6004(h), the 14-day stay is waived, and the auction may proceed on Feb. 25, 2017 as set forth. Gloyd W. Green sought Chapter 11 protection (Bankr. D. Utah Case No. 15-25181) on June 3, 2015. GOODYEAR TIRE: Repriced 2nd Lien Loan No Impact on Fitch's Ratings ------------------------------------------------------------------ Fitch Ratings does not expect the planned repricing of The Goodyear Tire & Rubber Company's (GT) second-lien term loan to affect the ratings of the company or the loan. GT's Issuer Default Rating (IDR) is 'BB' and the Rating Outlook is Stable. Fitch rates the second-lien term loan 'BB+/RR1'. The second-lien loan was launched in 2005 with $1.2 billion outstanding. Subsequent payments reduced the amount outstanding to $399 million at Dec. 31, 2016. The second-lien loan is guaranteed by most of GT's U.S. and Canadian subsidiaries, and it is secured by a second-priority interest in the same collateral securing GT's $2 billion first-lien revolving credit facility. The second-lien loan matures in April 2019. The rating of 'BB+/RR1' on the second-lien loan reflects its substantial collateral coverage and outstanding recovery prospects in the 90% to 100% range in a distressed scenario. The one-notch uplift from GT's IDRs reflects Fitch's criteria for notching when an issuer has an IDR in the 'BB' range. KEY RATING DRIVERS GT ratings reflect the tire manufacturer's strengthened credit profile, which has been driven by significantly improved profitability and free cash flow (FCF) that the company has used to reduce debt. GT's focus on high value added (HVA) tires and its global cost reduction initiatives have resulted in substantial margin growth and higher operating income over the past couple of years, even as global tire volume growth has been sluggish. GT's market position remains strong as the third-largest global tire manufacturer overall and the top manufacturer of consumer replacement tires in the U.S. Fitch expects credit metrics could strengthen over the intermediate term as the company continues to look for further opportunities to use FCF to strengthen its balance sheet. Fitch's primary rating concerns remain the heavy competition in the global tire industry, rising industry capacity and the industry's sensitivity to commodity prices, particularly to petroleum products and natural rubber. Fitch expects global industry capacity will continue to grow, including when GT's new Americas plant begins production in 2017. Several competitors have opened plants in North America over the past six years and more capacity has been added in emerging markets. Mitigating this concern is the capacity-intensive nature of HVA tire manufacturing, especially for light truck and SUV HVA tires, which limits the number of HVA tires that can be manufactured with a given amount of capacity. GT has also noted that it is capacity constrained on some of its popular tires, and it needs the new Americas plant to meet demand. Low commodity prices have contributed to GT's strong profit growth over the two years, as substantially lower raw material costs have more than offset the effect of reduced commodity pass-through charges on the company's revenue. Commodity prices are expected to rise over the near term, which will create some margin headwinds. The company has historically been successful in offsetting higher commodity prices with increased tire pricing, but heightened industry competition could limit GT's future pricing flexibility. Fitch generally expects GT's credit protection metrics to strengthen over the intermediate term as global tire demand grows along with the number of vehicles on global roads, especially in emerging markets, and as the company continues to work on improving its cost structure. Fitch expects leverage to decline over the intermediate term as GT's earnings rise and as it continues to reduce debt. Fitch also expects reduced variability in the company's quarterly cash flows over time as it focuses on working capital management. As of Dec. 31, 2016, GT's debt totaled $5.8 billion, including $502 million in off-balance-sheet securitized receivables, and last 12 months (LTM) Fitch-calculated EBITDA was $2.5 billion, leading to Fitch-calculated EBITDA leverage of 2.3x. FFO adjusted leverage was 3.7x, and GT's EBITDA margin was 16.5%. Fitch-calculated free cash flow (FCF) in the year ended Dec. 31, 2016 was $212 million, leading to a FCF margin of 1.4%. Liquidity totaled $4.1 billion, including $1.1 billion in cash and $3 billion in combined availability on the company's U.S. and European revolvers, as well as various foreign and domestic facilities. Consistent with many U.S. industrials with global operations, the majority of GT's debt has been issued in the U.S., but 56% of the company's 2016 revenue was generated in other countries. Also, 79% of the company's consolidated cash, or $889 million, was located at non-guarantor subsidiaries outside the U.S. at Dec. 31, 2016. Fitch views the mismatch between cash and debt as a risk that could lead to higher leverage if the company has difficulty repatriating its foreign cash. KEY ASSUMPTIONS -- Global tire industry demand grows modestly over the intermediate term, but it remains weak in Latin America. -- Near-term revenue is negatively affected by a strong U.S. dollar. -- Capital spending runs at about $1 billion annually over the intermediate term as the company invests in growth initiatives, including its new Americas plant. -- Dividends remain relatively modest, but they rise over the intermediate term. -- Cash pension contributions run in the $50 million to $75 million range over the intermediate term. -- The company continues to look for opportunities to reduce debt. RATING SENSITIVITIES Positive: Future developments that may, individually or collectively, lead to a positive rating action include: -- Demonstrating continued growth in tire unit volumes, market share and pricing; -- Maintaining 12-month FCF margins of 4% or better for an extended period; -- Generating sustained gross EBITDA margins of 12% or higher; -- Maintaining leverage near 2x for an extended period; -- Maintaining FFO adjusted leverage near 3x for an extended period. Negative: Future developments that may, individually or collectively, lead to a negative rating action include: -- A significant step-down in demand for the company's tires without a commensurate decrease in costs; -- An unexpected increase in costs, particularly related to raw materials, that cannot be offset with higher pricing; -- A decline in the company's cash below $1.3 billion for several quarters; -- A decline in 12-month FCF margins to below 2% for a prolonged period; -- An increase in gross EBITDA leverage to above 3x for a sustained period; -- An increase in FFO adjusted leverage to above 4x for a sustained period. Fitch rates GT and its Goodyear Dunlop Tires Europe B.V. (GDTE) subsidiary as follows: GT -- IDR 'BB'; -- Secured bank credit facility 'BB+/RR1'; -- Secured second-lien term loan 'BB+/RR1'; -- Senior unsecured notes 'BB/RR4'. GDTE -- IDR 'BB'; -- Secured bank credit facility 'BB+/RR1'; -- Senior unsecured notes 'BB/RR2'. The Rating Outlook for GT and GDTE is Stable. GREATER LEWISTOWN: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Greater Lewistown Shopping Plaza LP 8035 McKnight Road, Suite 302 Pittsburgh, PA 15237 Case No.: 17-00693 Chapter 11 Petition Date: February 23, 2017 Court: United States Bankruptcy Court Middle District of Pennsylvania (Harrisburg) Judge: Hon. Robert N Opel II Debtor's Counsel: Gary J Imblum, Esq. IMBLUM LAW OFFICES, P.C. 4615 Derry Street Harrisburg, PA 17111 Tel: 717 238-5250 Fax: 717 558-8990 E-mail: gary.imblum@imblumlaw.com Estimated Assets: $10 million to $50 million Estimated Debts: $10 million to $50 million The petition was signed by Nicholas J Moraitis, president, NJM Lewistown Properties, Inc., sole general partner of Greater Lewistown Shopping Plaza, L.P. The Debtor indicated it has no unsecured creditor. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/pamb17-00693.pdf HORNBECK OFFSHORE: Moody's Lowers CFR to Caa3, Outlook Negative --------------------------------------------------------------- Moody's Investors Service downgraded Hornbeck Offshore Services, Inc.'s Corporate Family Rating (CFR) to Caa3 from Caa1, Probability of Default Rating (PDR) to Caa3-PD from Caa1-PD, and senior unsecured notes to Caa3 from Caa1. The Speculative Grade Liquidity (SGL) rating was unchanged at SGL-3 and the rating outlook remains negative. "Hornbeck's ratings downgrades reflect the lack of improvement in offshore sector's extremely low activity, oversupply of Offshore Supply Vessels (OSV) evident in the substantially low utilization rates and dayrates, and the absence of any signs of meaningful recovery in the near or medium term" said Sreedhar Kona, Moody's Senior Analyst. "Although Hornbeck benefits from the balance sheet cash in the near term, Moody's project Hornbeck's 2017 EBITDA to be substantially weak, rendering its capital structure unsustainable." Downgrades: Issuer: Hornbeck Offshore Services Inc. -- Corporate Family Rating, Downgraded to Caa3 from Caa1 -- Probability of Default Rating, Downgraded to Caa3-PD from Caa1-PD -- Senior Unsecured Notes, Downgraded to Caa3 (LGD4) from Caa1 (LGD4) Unchanged: Issuer: Hornbeck Offshore Services Inc. -- Speculative Grade Liquidity (SGL) Rating of SGL-3 Outlook Actions: Issuer: Hornbeck Offshore Services Inc. -- Outlook, Negative RATINGS RATIONALE The downgrade of Hornbeck's CFR to Caa3 from Caa1 is primarily driven by Moody's view that there are no signs of a meaningful recovery in the offshore drilling activity. Moody's expects a protracted period of low utilization rates and dayrates for the offshore supply vessels at least through mid-2018. Through 2017, Hornbeck will not be able to generate positive cashflow and will utilize its balance sheet cash to offset the cash deficit. Continuation of this anemic offshore activity into 2018 will result in Hornbeck's leverage metrics that are unsustainable and point towards an increased risk of balance sheet restructuring. Hornbeck could also execute open market debt purchases at steep discount to the par value, resulting in a distressed exchange (an event of default per Moody's definition of default). Hornbeck's senior unsecured notes (5.875% of $375 million notes due 2020 and 5% of $450 million notes due 2021) are rated Caa3, the same as the CFR. The senior unsecured notes are subordinated to the $200 million senior secured revolving credit facility due 2020 and the secured revolver's priority claims to certain of the company's assets. However, given the significant collateral value in its vessels supported by its high-quality fleet that includes higher valued multi-purpose support vessels and a large asset base, relative to the modest size and no anticipated utilization of its revolving credit facility, and the larger quantum of the senior unsecured notes, the senior notes are rated at the Caa3 CFR. If the revolving credit facility size were to be utilized significantly, the notes could be downgraded and rated one notch below the CFR. Hornbeck will have adequate liquidity through 2017, as indicated by the SGL-3 rating. At December 31, 2016, Hornbeck had $217 million of cash, and a $200 million borrowing base revolving credit facility maturing in February 2020 (no borrowings outstanding and no letters of credit outstanding). Through 2017, Hornbeck's cash interest will be approximately $50 million and capital spending will be approximately $35 million. Moody's expects the company to rely primarily on the existing cash on the balance sheet to meet its cash needs, as the EBITDA generated through 2017 will not be sufficient to cover all cash needs and working capital swings. The credit facility requires the company to comply with a 1.0x minimum interest coverage covenant, a minimum collateral to loan ratio of 200% of the borrowing base and a 55% maximum total debt to capitalization ratio. Moody's does not expect the company to be able to meet the interest coverage covenant requirement, but the loan documents allow the company the option of making a one-time election to suspend the interest coverage ratio for a holiday period of no more than four quarters, ending no later than December 31, 2017. If the company elects to exercise the interest coverage holiday, then the borrowing base will be capped at $75 million during the holiday. The negative outlook reflects the likelihood of protracted period of weak utilization and day rate environment leading to a continued deterioration in the company's credit metrics, potentially resulting in distressed exchanges or balance sheet restructuring. A downgrade could occur if the company does not maintain compliance with the loan documents or performs balance sheet restructuring. The ratings are not likely to be upgraded at least through 2017 given the protracted weakness in the offshore services activity. Should a rise in utilization rates and dayrates contribute to a debt to EBITDA ratio sustaining below 7.0x, combined with at least adequate liquidity, Hornbeck's ratings could be upgraded. The principal methodology used in these ratings was Global Oilfield Services Industry Rating Methodology published in December 2014. Hornbeck Offshore Services, Inc. (Hornbeck) is a Covington, Louisiana based marine transportation service provider that serves customers in the offshore oil and gas and construction industries, as well as the US military. INTERNET BRANDS: Moody's Affirms B2 Corporate Family Rating ----------------------------------------------------------- Moody's Investors Service affirmed Internet Brands, Inc.'s B2 Corporate Family Rating (CFR), B2-PD Probability of Default Rating (PDR), B1 rating on the first-lien credit facilities and Caa1 rating on the second-lien credit facility. The rating actions follow the company's plan to upsize the existing $844 million outstanding first-lien term loan by $200 million and obtain a $100 million delayed draw term loan that will be an additional add-on to the first-lien term loan at a subsequent date. Internet Brands intends to use the incremental debt proceeds to fund potential acquisitions over the next 6-12 months. The rating outlook is stable. Ratings Affirmed: Issuer: Internet Brands, Inc. Corporate Family Rating - B2 Probability of Default Rating - B2-PD Outlook Actions: Issuer: Internet Brands, Inc. -- Outlook, Remains Stable Issuers: Micro Holding Corp. (Co-Borrower MH Sub I, LLC) $75 Million Revolving Credit Facility due 2019 - B1 (LGD-3) $1,144 Million ($844 Million currently outstanding; $460 Million original issue) First-Lien Term Loan due 2021- B1 (LGD-3) $170 Million Senior Secured Second-Lien Senior Term Loan due 2022 - Caa1 (LGD-6) Outlook Actions: Issuer: Micro Holding Corp. -- Outlook, Remains Stable RATINGS RATIONALE Though the proposed $300 million of incremental debt will increase Internet Brands' financial leverage, Moody's projects it will be sustained within the acceptable range of 6-7x total debt to GAAP EBITDA (Moody's adjusted). Proceeds from last year's $175 million incremental term loan were used to fund EBITDA generating tuck-in acquisitions that deepened Internet Brands' software-as-a-service (SaaS) and performance-based marketing businesses (last year's planned $150 million delayed draw term loan was cancelled). On a non-GAAP basis, pro forma total debt to EBITDA is projected to increase to 5.5x from 5.0x (as of December 31, 2016 including Moody's standard adjustments), which incorporates Moody's estimates for the 2016 and 2017 acquisitions' LTM EBITDA and cost synergies, and excludes one-time and non-recurring charges. On a GAAP basis without the add-backs, pro forma leverage is estimated to increase to 7.2x from 5.5x (Moody's adjusted). While pro forma GAAP leverage is higher than the 5.6x median for B2-rated cross-industry peers, given the transition of the business to a subscription-based cloud services model, Moody's believes Internet Brands can accommodate a more leveraged capital structure. Barring future debt-financed acquisitions, Moody's anticipates organic/inorganic EBITDA growth combined with scheduled debt reduction will reduce Moody's adjusted leverage on a GAAP basis to around 6.0x by year end 2017 and 5.0x by 2018. Under the first-lien credit agreement, the $100 million delayed draw term loan is subject to a pro forma 4.5x Net First-Lien Leverage incurrence test. Since the $300 million debt raise will result in disproportionately higher debt relative to the EBITDA produced by the acquired assets, Moody's expects the company to seek an amendment to provide sufficient cushion by relaxing the covenant to 4.75x. Given management's desire to increase scale, Moody's believes Internet Brands will continue to focus on bigger M&A targets with higher EV/EBITDA multiples in the 7-10x range similar to the Ngage and Demandforce acquisitions. This shift in acquisition strategy increases business risk. Larger acquisitions take longer to integrate because they typically require rationalization to increase their margins to the corporate average and occasionally need additional investment to expand product mix and grow revenue. Moody's believes it will take 12-18 months before M&A cost savings, revenue growth and annual run-rate EBITDA are captured in the GAAP financials. Importantly, Moody's expects a higher frequency of debt-funded M&A activity. Hence, Internet Brands' acquisitive growth phase will likely continue over the rating horizon and cause leverage to remain in the 6-7x range on a GAAP basis. The B2 rating considers Internet Brands' small revenue base, concentrated earnings profile in cyclical consumer segments (e.g., automotive, legal, travel), serial acquisition growth strategy, and inherent business risk for internet companies to experience potential website traffic declines due to rapidly changing technology and industry standards. Low entry barriers can also create potential competitive threats from larger players that have more diverse products and services, stronger brands and an international presence. The rating is supported by Internet Brands' position as an established online media company that owns leading websites with reasonably long operating histories and differentiated content and services targeted to specific customer groups. The rating recognizes good diversification within the consumer segment and increasing exposure to high margin SaaS/software-based service offerings (62% of total revenue) with relatively high retention rates in the 85% range, sizable recurring/reoccurring revenue (74% of total) and growing demand from small and medium-sized businesses (SMBs). Low operating expenses combined with modest working capital and capital expenditures result in anticipated positive free cash flow generation. Moody's expects the company to maintain a very good liquidity profile. Rating Outlook The stable rating outlook reflects Moody's expectations that over the next 12-18 months Internet Brands will maintain its position as a leading online media company with growth driven by its cloud-based subscription/licensing businesses. The stable outlook also anticipates the company will maintain a high recurring/reoccurring revenue stream chiefly from its SaaS/software businesses, a low-cost traffic acquisition model in the marketplace/media segments, relatively stable operating margins and steady cash flow growth. What Could Change the Rating -- Up An upgrade is unlikely over the rating horizon given Moody's expectations for continued growth via debt-financed acquisitions resulting in a highly levered capital structure. However, over the long-term, ratings could be upgraded if Internet Brands were to increase scale, maintain its leading market position, demonstrate organic revenue/earnings growth and continue to successfully integrate acquisitions. An upgrade would also be considered if the company were to further enhance end market diversification and sustain financial leverage below 5x total debt to GAAP EBITDA (Moody's adjusted). Internet Brands would also need to maintain at least a good liquidity position to be considered for an upgrade. What Could Change the Rating -- Down Ratings may be downgraded if Internet Brands' competitive position weakens (as measured by market share), recurring/reoccurring revenue and/or performance--based ad revenue decline from current levels, acquisitions exhibit underperformance or marketing and development costs increase (as measured by operating margin performance). Ratings could also experience downward pressure if the company: (i) engages in debt-funded acquisitions or shareholder distributions resulting in total debt to GAAP EBITDA sustained above 7x (Moody's adjusted); or (ii) experienced sustained negative free cash flow and/or weakened liquidity. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Internet Brands, Inc. is an internet media company that owns more than 250 branded websites across four verticals (Automotive - 42% of revenue; Legal - 19%; Health - 31%; and Home, Travel and Other - 8%) characterized by high consumer activity and good advertising spend. The company licenses and delivers its content and internet technology products and services to small and medium-sized businesses (SMBs), major corporations and individual website owners primarily via two revenue models: (i) a subscription-based Software-as-a-Service (SaaS) platform; and (ii) performance-based advertising. Revenue for the twelve months ended December 31, 2016 is estimated at approximately $474 million. IPC CORP: S&P Puts 'B' CCR on CreditWatch Negative -------------------------------------------------- S&P Global Ratings said it placed its ratings, including the 'B' corporate credit rating, on Jersey City, N.J.-based IPC Corp. on CreditWatch with negative implications. "The CreditWatch placement reflects the potential for a covenant breach of the company's first-lien net leverage covenant over the near term," said S&P Global Ratings credit analyst William Savage. On March 31, 2017, the covenant will step down to 4.25x from 4.50x, where it had less than a 10% cushion to the covenant at Dec. 31, 2016. Because of client capital spending delays in the first half of 2016 and foreign currency exchange challenges, combined with material covenant step-downs this year, S&P believes that any unexpected modest decline in operating performance could lead to a breach of its net first-lien leverage covenant at the end of the second quarter barring either an equity cure from its private equity sponsor or a covenant amendment from its lenders. Beyond the second quarter, S&P expects covenant headroom to improve in the second half of the year, as revenue associated with the current $104 million backlog is recognized, but remain below 10%, and narrow further in 2018 with continued covenant step-downs. S&P intends to resolve the CreditWatch placement over the coming months as it get further information around second quarter results and any potential plans by management to address ongoing covenant step-downs. If S&P believes a breach of the company's first-lien leverage covenant is likely without a potential cure, S&P would lower the rating multiple notches. Alternatively, S&P could affirm the ratings if the company is able to meet the second quarter step-down and demonstrate an ability to maintain adequate headroom against future covenant step-downs. IRVINGTON COMMUNITY: S&P Affirms 'B-' Rating on 2009A/B Rev. Bonds ------------------------------------------------------------------ S&P Global Ratings affirmed its 'B-' rating on Indiana Finance Authority's series 2009A and 2009B educational facilities revenue bonds, issued for Irvington Community Schools Inc. (ICS), and removed the rating from CreditWatch with positive implications where S&P Global Ratings placed it on Dec. 1, 2016. The outlook is positive. The CreditWatch resolution and positive outlook reflect the rating service's opinion of the school's improving finances, demonstrated by its full-accrual surplus for fiscal 2016, coupled with expectations for improved performance in fiscal 2017. In addition, the active oversight of new leadership and its attempts to remedy all financial and operational concerns of its authorizer could lead to improvement in ICS' financial profile to levels S&P Global Ratings views as consistent with a higher rating. "We could raise the rating if ICS were to maintain debt service coverage, if it were to meet cash projections for the next fiscal year, or if management were to post a timely and clean fiscal 2017 audit. In addition, the removal or lowering of ICS' improvement status to Level I by its authorizer would further support a higher rating," said S&P Global Ratings credit analyst Melissa Brown. "We could revise the outlook to stable if ICS does not meet financial projections and if it fails to demonstrate improvement in financial performance over the next year." The positive outlook reflects S&P Global Ratings' opinion that along with stable demand metrics and strengthened management and governance, ICS will likely meet its financial and operational projections such that its overall profile will be more consistent with its higher-rated peers. Gross revenue of the school, as defined in governing bond documents, that consists primarily of per-pupil state funding secures the bonds. JACK ROSS: Intends to File Plan of Reorganization By April 24 ------------------------------------------------------------- Jack Ross Industries, LLC, d/b/a Big Shot Indoor Range and Jack Ross Ammunition, requests the U.S. Bankruptcy Court for the District of Nevada to extend its exclusive period to file its plan of reorganization through April 24, 2017 and the period to obtain confirmation of its Plan, through and including June 23, 2017. The Debtor tells the Court that it needs more time to stabilize its operations and improve profitability. The Debtor also tells the Court that it requires further time to prepare adequate information and formulate a plan of reorganization. In addition, the Debtor avers that it is proceeding diligently in its efforts, and believes it will be able to formulate an acceptable plan of reorganization within the requested extension of time. About Jack Ross Industries Jack Ross Industries, LLC, based in Reno, NV, filed a Chapter 11 petition (Bankr. D. Nev. Case No. 16-51053) on Aug. 24, 2016. The petition was signed by Christopher Parker, managing member. The Debtor is represented by Alan R. Smith, Esq., at the Law Offices of Alan R. Smith. The case is assigned to Judge Bruce T. Beesley. The Debtor disclosed $168,100 in assets an $1.06 million in liabilities. No official committee of unsecured creditors has been appointed in the case. JG NASCON: Selling Wheel Loader for $20K to Pay M&T Bank -------------------------------------------------------- J.G. Nascon, Inc., asks the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to authorize the sale of John Deere Wheel Loader BH 410G for a minimum purchase price of $20,000. In 2012, the Debtor purchased the Wheel Loader with an estimated value of approximately $21,900. Prior to the Filing Date, M&T Bank ("Lender") made various loans to the Debtor, including financing the purchase of the Wheel Loader. The Lender claims a first position, blanket lien on all of the Debtor's assets, tangible and intangible, including the Wheel Loader, pursuant to these loan documents: a. The Line of Credit: On June 26, 2013, the Fourth A&R Note was amended and restated in its entirety by that certain Amended and Restated Revolving Demand Note in the original principal amount of $3,350,000 dated June 26, 2013, which was subsequently amended through Jan. 15, 2014. b. The 2012 Term Loan: On July 27, 2012, the Lender made a term loan to the Debtor in the original principal amount of $300,000 evidenced by a loan agreement and term note of the same date. c. The 2013 Term Loan: On Oct. 1, 2013, the Lender made a term loan to the Debtor in the original principal amount of $750,000 evidenced by a loan agreement and term note of the same date. In September 2014, the Lender confessed judgment against the Debtor in the amount of $4,321,207 in the Court of Common Pleas of Delaware County, Pennsylvania. That judgment was subsequently opened and subject to litigation as of the Filing Date. As of the Filing Date, the Debtor owned, and continues to own, the Wheel Loader. The Debtor seeks to sell the Wheel Loader for no less than $20,000 and is actively marketing the Wheel Loader. The Debtor does not currently have a buyer for the Wheel Loader. The Debtor intends to negotiate and finalize a bill of sale prior to the Sale Hearing requested, and submits the same for approval. The terms for the sale of the Wheel Loader will be "as is, where is," and free and clear of any and all liens, claims, and encumbrances. The Debtor and Lender have agreed to a distribution of the sale proceeds. The sale proceeds will partially pay-down the Lender's secured debt. The Lender has advised the Debtor that the Lender will consent to the sale of the Wheel Loader provided the Lender receives, upon the closing of the sale, 90% of the purchase price for the Wheel Loader ("Sale Payment"), with a minimum purchase price of $20,000, such that the minimum amount paid to Lender is no less than $18,000. The Sale Payment will be applied as follows: (i) first, to fund up to 3 of the Debtor's adequate protection payments, which are due to Lender under the Final Cash Collateral Order entered on Feb. 13, 2017, in March 2017, April 2017, and May 2017; and (ii) to reduce the outstanding principal balance of the JG Nascon Loans, applied in the Lender's sole and absolute discretion. In the event that the sale of the Wheel Loader is not approved or does not close, nothing in the Motion or any Order entered in connection with the Motion will alter or relieve Debtor of its obligation to make all adequate protection payments due and owing to Lender in a timely manner in accordance with the terms of any cash collateral order entered by the Court. The Debtor avers, the sale of the Wheel Loader, as contemplated, will benefit the estate by paying down the outstanding secured claim of the Lender and providing for additional monies to the estate. Accordingly, the Debtor asks the Court to grant the relief requested. About J.G. Nascon J.G. Nascon, Inc., is a heavy and highway construction property located in Eddystone, Pennsylvania, providing full-service site contracting to the tri-state region. As of Dec. 4, 2015, the company has approximately 25 employees. J.G. Nascon, Inc., sought Chapter 11 protection (Bankr. E.D. Pa. Case No. 15-18704) on Dec. 4, 2015, in Philadelphia. The Debtor tapped Albert A. Ciardi, III, Esq., and Jennifer E. Cranston, Esq., at Ciardi Ciardi & Astin, P.C., as attorneys. The Debtor estimated $1 million to $10 million in assets and debt. KCD IP: Moody's Lowers Rating on Class A Notes to Caa1(sf) ---------------------------------------------------------- Moody's Investors Service has downgraded asset-backed notes issued by KCD IP, LLC to Caa1 (sf). The notes are secured by royalty payments from Kenmore, Craftsman and DieHard trademarks. Sears Holdings Corporation (Sears), the original owner of the trademarks, transferred them to a bankruptcy-remote special-purpose entity, KCD IP, LLC that issued the notes. KCD IP, LLC has licensed the trademarks to subsidiaries of Sears: Sears, Roebuck and Co. and Kmart. The complete rating action is: Issuer: KCD IP, LLC Cl. A, Downgraded to Caa1 (sf); previously on Mar 19, 2014 Downgraded to B3 (sf) RATINGS RATIONALE The rating action reflects the continued negative performance of Sears' domestic business, and the resulting recent downgrade of Sears Corporate Family Rating to Caa2 from Caa1 by Moody's. There is a high degree of linkage between the credit quality of Sears and the credit quality of the KCD transaction. The royalty revenue for the securitization depends on the sales generated by the securitized brands and on the operating performance of Sears. KCD has licensing agreements with Sears' subsidiaries, Sears, Roebuck and Co. and Kmart to receive royalties as a percentage of all domestic net sales of Kenmore, Craftsman and DieHard products. Therefore, the continued revenue contraction of Sears increases the risk of declining revenue for the KCD notes. However, the rating of the asset-backed notes is higher than the Sears Corporate Family rating of Caa2, reflecting value in the Kenmore, Craftsman and DieHard brands. Sears recently announced its planned sale of the Craftsman brand to Stanley Black & Decker. According to the announcement, the terms of the sale will have a net present value of approximately $900 million in the form of several payments over a period of 15 years. Per the KCD IP, LLC indenture, the price for the release of the Craftsman trademark is equal to the greater of roughly 50% of the outstanding notes or the fair market value of the assets to be released, to be applied as partial redemption of the KCD notes. Methodology underlying the Rating Action: The principal methodology used in this rating was "Moody's Approach to Rating Intellectual Property ABS" published in December 2013. Factors that would lead to an upgrade or downgrade of the rating: KCD revenue is strongly linked to the business performance of Sears. If the rating of Sears is upgraded or downgraded in the future, the rating of KCD transaction may change accordingly. KCG HOLDINGS: Moody's Affirms B1 Senior Secured Debt Rating ----------------------------------------------------------- Moody's Investors Service has affirmed KCG Holdings Inc.'s B1 senior secured debt rating, with a stable outlook, and VFH Parent LLC's (Virtu) Ba3 senior secured bank credit facility rating, with a positive outlook. These rating actions follow the publication of Moody's new securities industry market makers rating methodology, which now is the primary methodology that Moody's uses to rate securities industry market makers globally, except in jurisdictions where certain regulatory requirements must be fulfilled prior to the new methodology's implementation. Moody's has also assigned a B1 issuer rating to KCG, with a stable outlook, and a Ba3 issuer rating to Virtu, with a positive outlook. Moody's has also withdrawn KCG's B1 corporate family rating and Virtu Financial, Inc.'s Ba3 corporate family rating. RATINGS RATIONALE Moody's rating actions on KCG, Virtu and Virtu Financial, Inc. follow the publication of Moody's new securities industry market makers rating methodology (Moody's has also published a separate new methodology for rating securities industry service providers), which incorporates a number of significant changes and enhancements from Moody's previous rating methodology for rating these securities firms. These changes and enhancements for rating market makers include the introduction of new financial ratios such as a balance sheet leverage metric and stressed liquidity and funding ratios; the dynamic weighting of operating environment conditions that can adversely influence firms' creditworthiness; incorporation of specific qualitative factors as direct notching adjustments to ratings; and the incorporation of Moody's joints default analysis (JDA) framework to consider affiliate and government support (if any). In applying the new securities industry market maker rating methodology to KCG and Virtu, Moody's has not changed its assessment of the creditworthiness or ratings outlook of either firm. FIRM-SPECIFIC CONSIDERATIONS Moody's specific rating considerations for each of the two issuers affected by these rating actions is: KCG Moody's assigned a B1 issuer rating to KCG, and withdrew its B1 corporate family rating, consistent with the application of the new securities industry market maker rating methodology. Moody's said it considers an issuer rating to be a more suitable rating type for a market maker. KCG's B1 rating reflects its liquid balance sheet and reduced merger execution risk, as well as a more challenging operating environment that may continue to challenge profitability. KCG is a technology-enabled broker-dealer primarily engaged in market-making and trading, as principal, and order execution, as agent, focused on liquid instruments. Most of the firm's trades are small and holding periods are very short - but transaction volumes can be very large - particularly when investor demand for risk transfer rises. Its business model results in a liquid, rapidly turning balance sheet that management has chosen to leverage conservatively. It also results in modest levels of market and credit risk relative to capital. However, KCG incurs significant levels of operational risk and is reliant on wholesale funding to finance positions and manage the short term working capital needs of the trade settlement cycle. KCG's business model remains in transition since its 2013 merger with GETCO Holdings, LLC. Throughout this transition, KCG has maintained a liquid and modestly levered balance sheet. This flexibility is important - since profitability remains modest and will continue to be cyclical. Factors that could lead to an upgrade - KCG * Greater earnings consistency over the next one to two years could lead to an upgrade Factors that could lead to a downgrade - KCG * Substantially reduced liquidity of the balance sheet * Increased financial leverage through additional borrowings or share repurchases substantially in excess of earnings capacity * Regulatory changes that would materially reduce profitability VIRTU Moody's assigned a Ba3 issuer rating to VFH Parent LLC (Virtu), and withdrew Virtu Financial, Inc.'s corporate family rating, consistent with the application of the new securities industry market maker rating methodology. Moody's said it considers an issuer rating to be a more suitable rating type for a market maker. Moody's assigned an issuer rating to VFH Parent LLC, rather than to Virtu Financial, Inc. (its parent), because VFH Parent LLC is the issuer of Virtu's rated debt. Virtu's Ba3 rating is supported by its strong market position as a low latency market maker and liquidity provider to the global financial markets, earning small bid/ask spreads across a large volume of transactions in a broad range of securities and other financial instruments. While its financial performance has been strong, its revenues and cash flows are subject to the competitive nature of electronic market making and reliance on a high volume of transactions, with exposure to periods of low volumes during stable market conditions. Virtu's business model entails substantial operational risk which the company manages primarily through a series of automated, pre-set guardrails governing various trade, order and other risk parameters, including order size and limits on strategy profitability. Virtu has also maintained a policy of aggressive capital returns to its members and shareholders, despite a negative tangible common equity position. Factors that could lead to an upgrade - Virtu * Continued consistency of performance combined with strong risk management and sound liquidity * Sustained improvement in financial ratios, including debt leverage and coverage, and improved capital retention Factors that could lead to a downgrade - Virtu * Material operational failure or regulatory compliance issue * Aggressive financial policy resulting in increased debt leverage without a clear plan to return to pre-existing leverage levels in the near-term * Potential future regulatory requirements that adversely affect business practices and weaken profitability The principal methodology used in these ratings was Securities Industry Market Makers, published in February 2017. KEMET CORP: Inks Deal to Acquire NEC Tokin ------------------------------------------ KEMET Corporation announced that, through its wholly owned subsidiary, KEMET Electronics Corporation, it has signed a definitive agreement and is targeting a closing date on or about April 10, 2017, to complete the acquisition of NEC TOKIN Corporation from NEC Corporation. Upon closing, NEC TOKIN will change its name to TOKIN Corporation and become a wholly-owned subsidiary of KEMET. To facilitate the acquisition, the Company also announced that NEC TOKIN has entered into an agreement to sell its EMD division (Electromechanical Devices) to NTJ Holdings 1 Ltd., a special purpose entity that is owned by funds managed or operated by Japan Industrial Partners, Inc. for approximately JPY 48.2 billion or approximately $422 million, prior to adjustments for net debt at closing and subject to customary post-closing adjustments. The proceeds of this transaction, after fees and taxes, will be used in part to repay the NEC intercompany debt resulting in an essentially debt-free balance sheet of NEC TOKIN once it is acquired by KEMET. Under the terms of the definitive stock purchase agreement, KEC will pay to NEC the amount of JPY 6.0 billion, or approximately $52.5 million, plus one-half of the remaining amount which is determined to be the excess amount of net cash proceeds from the sale of the EMD business. NEC TOKIN will also use a portion of the net cash proceeds from the sale of the EMD business to repay in full the outstanding indebtedness of NEC TOKIN that is owed to NEC, which is currently JPY 25.4 billion, or approximately $222.4 million. Based on current estimates, after all payments to NEC (and net of taxes, fees and expenses), it will effectively result in a net cash inflow to NEC TOKIN and the Company. "We are pleased to bring this acquisition to completion in such a positive manner. It has been a long road with hard work by many of the KEMET and NEC TOKIN employees. We believe that this combination of our technologies and products will position us to return exponential value to our shareholders over the coming fiscal years," stated Per Loof, the Company's chief executive officer. "In addition, our improved balance sheet position, combined EBITDA, and leverage statistics should enable us to refinance our existing debt at improved interest rates, resulting in less cash interest expense and providing additional earnings per share for our shareholders," continued Loof. Nomura Securities Co., Ltd acted as financial advisor to NEC TOKIN on the sale of the Electromechanical Devices business unit. For details of the agreement between NEC and KEC, and the agreement among NEC TOKIN, NTJ Holdings 1 Ltd. and Japan Industrial Partners, please refer to the Company's Form 8-K related to these transactions, a copy of which is available at: https://is.gd/Z8VrqS About KEMET KEMET, based in Greenville, South Carolina, is a manufacturer and supplier of passive electronic components, specializing in tantalum, multilayer ceramic, film, solid aluminum, electrolytic, and paper capacitors. KEMET's common stock is listed on the NYSE under the symbol "KEM." KEMET reported a net loss of $53.6 million on $735 million of net sales for the fiscal year ended March 31, 2016, compared with a net loss of $14.1 million on $823 million of net sales for the fiscal year ended March 31, 2015. As of Dec. 31, 2016, Kemet Corporation had $662.5 million in total assets, $572.1 million in total liabilities and $90.44 million in total stockholders' equity. * * * KEMET carries a 'Caa1' corporate family rating, with stable outlook, from Moody's and a 'B-' issuer credit rating with stable outlook from Standard and Poor's. LANTHEUS MEDICAL: Moody's Puts B3 CFR Under Review for Upgrade -------------------------------------------------------------- Moody's Investors Service placed certain ratings of Lantheus Medical Imaging, Inc., under review for upgrade. The ratings placed under review include the B3 Corporate Family Rating, the Caa1-PD Probability of Default Rating, and the B3 (LGD3) rating on the senior secured term loan. At the same time, Moody's upgraded Lantheus's Speculative Grade Liquidity Rating to SGL-2 from SGL-3. The following summarizes rating action: Ratings placed under review for upgrade: Corporate Family Rating at B3 Probability of Default Rating at Caa1-PD Senior secured term loan at B3 (LGD 3) Rating upgraded: Speculative Grade Liquidity Rating to SGL-2 from SGL-3 Rating Outook: Revised to Ratings Under Review from Stable The rating review for upgrade reflects Lantheus's improving financial flexibility due to recent debt reduction from equity offerings and cash on hand, positive earnings trends, and a signed term sheet outlining a partnership with GE Healthcare for development and commercialization of pipeline drug flurpiradaz F 18, expected to close in the second quarter of 2017. Moody's rating review will focus on Lantheus's deleveraging prospects, the degree to which supply chain vulnerabilities have stabilized, life cycle management plans for its contrast imaging drug DEFINITY, and capital deployment plans given consistent positive free cash flow. RATINGS RATIONALE Lantheus' B3 Corporate Family Rating (under review for upgrade) reflects its small size and moderately high financial leverage. Leverage is a particular concern to Moody's in the context of the inherent risks in the nuclear medicine business -- namely a fragile supply chain. The ratings are also constrained by high product and customer concentration risk, with the top three products representing over 80% of sales. Lantheus' supply chain is reliant on third parties, and any unforeseen challenges at these suppliers could impact the company's ability to meet customer demand. The rating also reflects the risk associated with its high reliance on Molybdenum-99 supply (Moly-99), a radioactive material critical for several of its key products, including TechneLite, Cardiolite and Neurolite. The ratings also reflect the high barriers to entry and limited competition in the contrast imaging market, and Lantheus's strong competitive position within it. The ratings are also supported by good growth prospects for DEFINITY, Lantheus' largest product, given increasing market penetration of contrast imaging in echocardiograms. Various patents on DEFINITY expire in 2019 and 2021 in the US, and in 2019 outside the US, although the company is working on a next-generation program. The upgrade of the Speculative Grade Liquidity rating to SGL-2 reflects Moody's view that Lantheus's liquidity will remain good over the next 12 to 18 months. This reflects Moody's expectation for cash on hand in excess of $30 million, positive free cash flow each quarter, and ample cushion under financial maintenance covenants following recent debt reduction. The principal methodology used in these ratings was Global Pharmaceutical Industry published in December 2012. Lantheus is a leading global manufacturer of pharmaceutical products used to enhance outcomes in medical imaging procedures like echocardiograms, and nuclear imaging of the heart, lungs and brain. Lantheus is publicly traded but majority-owned by Avista Capital Partners. The company generates roughly $300 million in annual revenue. LAST FRONTIER: Names Eric Liepins as Counsel -------------------------------------------- Last Frontier Realty Corporation seeks authorization from the U.S. Bankruptcy Court for the Northern District of Texas to employ Eric A. Liepins and the law firm of Eric A. Liepins, P.C., as counsel. The Debtor believes a variety of legal matters exist as to the assets and liabilities of the estate which require legal assistance. Liepins law firm will be paid at these hourly rates: Eric A. Liepins $275 Paralegals and Legal Assistant $30 to $50 The law firm will also be reimbursed for reasonable out-of-pocket expenses incurred. The law firm was paid a $5,000 retainer plus the filing fee. Eric A. Liepins assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. The law firm can be reached at: Eric A. Liepins, Esq. ERIC A. LIEPINS, P.C. 12770 Coit Road, Suite 1100 Dallas, TX 75251 Tel: (972) 991-5591 Fax: (972) 991-5788 E-mail: eric@ealpc.com Last Frontier Realty Corporation, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Tex. Case No. 17-30454) on Feb. 6, 2017, disclosing under $1 million in both assets and liabilities. LEGACY RESERVES: Reports $110.1 Million Net Loss for 4th Quarter ---------------------------------------------------------------- Legacy Reserves LP announced fourth quarter and annual results for 2016. Highlights included: * Generated record annual production of 43,803 Boe/d up 14% from 38,523 Boe/d in 2015 * Reduced production expenses, excluding ad valorem taxes, by $13.4 million or 7% relative to 2015 and reported record-low LOE/Boe of $10.59 * Sold $97.4 million of assets that generated combined annualized negative cash flow in 26 transactions * Reduced total debt by $269.4 million and projected annualized interest expense by $11.7 million * Entered into a new Second Lien Term Loan Facility with GSO Capital Partners LP providing $300 million of committed capital, of which $60 million has been drawn * Restarted horizontal Permian drilling with an increased capital commitment from TPG Special Situation Partners to a total of $275 million and 48 wells -- Currently operating two horizontal rigs under the JDA program; one in Lea County, NM and one in Howard County, TX -- Completed nine additional horizontal wells since recommencing drilling operations in June 2016, resulting in 24 total horizontal wells brought online since initiating the program in July 2015 The Company reported a net loss attributable to unitholders of $110.12 million on $91.59 million of total revenues for the three months ended Dec. 31, 2016, compared to a net loss attributable to unitholders of $348.88 million on $79.94 million of total revenues for the same period in 2015. For the 12 months ended Dec. 31, 2016, the Company reported a net loss attributable to unitholders of $74.82 million on $314.35 million of total revenues compared to a net loss attributable to unitholders of $720.54 million on $338.77 million of total revenues for the year ended Dec. 31, 2015. As of Dec. 31, 2016, Legacy Reserves had $1.29 billion in total assets, $1.52 billion in total liabilities and a total partners' deficit of $222.07 million. Paul T. Horne, Chairman of the Board, president and chief executive officer, commented, "Our company accomplished several key objectives in 2016. Despite a very difficult commodity price environment, 50% and 32% below the average over the prior five years for oil and natural gas, respectively, we reduced debt by $269 million by rationalizing non-core assets and using a portion of the proceeds to repurchase debt at a discount, drilling tremendous horizontal wells in the Permian, and raising a new 2nd Lien facility to help fund any future capital needs. For 2017, we are planning a $55 million capital budget based on a very active, 92% operated gross capital budget of $225.0 million, focused primarily on our horizontal Permian development. Such development, including the 24 wells we have drilled, completed and brought online under our Development Agreement, provides us with great encouragement for our significant Permian inventory. Despite this recent success, our balance sheet remains over-levered." "Given the significant commodity price downturn and corresponding upheaval of the upstream MLP market, we anticipate the continued suspension of distributions and will focus on growing unitholder value by growing asset value. Our unique blend of stable, low-decline PDP combined with high-impact Permian horizontal development presents a distinctive opportunity for us that we intend to grow for the benefit of our unitholders." Dan Westcott, executive vice president and chief financial officer, commented, "I am proud of the team effort that enabled such great execution this past year. While we certainly are not out of the woods yet, the recent rise in commodity prices and our horizontal drilling success that has helped delineate our tremendous horizontal potential across the Permian gives us great promise of a brighter future. We look forward to continuing to delever the balance sheet, exploiting our Permian opportunities and finding new successes in 2017 and beyond." Proved Reserves The following information represents estimates of our proved reserves as of Dec. 31, 2016, which have been prepared in compliance with the SEC rules using an average WTI price, as posted by Plains Marketing L.P., of $39.25 per Bbl for oil and an average natural gas price, as posted by Platts Gas Daily, of $2.48 per MMBtu. Using the five-year average forward price as of Feb. 14, 2017, for both WTI oil and NYMEX natural gas, we estimate the cumulative projected production from our year-end proved reserves would increase by approximately 14% to 164.7 MMBoe and the Standardized Measure would increase approximately 69% to $970.1 million. The Company serves as operator of approximately 92% of its anticipated capital program, and accordingly, maintain significant control of the capital program budget and may deviate materially from the figures above based on market conditions (or otherwise). A full-text copy of the press release is available for free at: https://is.gd/Z1FBvD About Legacy Reserves Headquartered in Midland, Texas, Legacy Reserves is focused on the acquisition and 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. The Company's primary business objective has been to generate stable cash flows to allow it to make cash distributions to its unitholders and to support and increase quarterly cash distributions per unit over time through a combination of acquisitions of new properties and development of its existing oil and natural gas properties. Legacy Reserves incurred a net loss attributable to unitholders of $720.54 million in 2015, a net loss attributable to unitholders of $295.33 million in 2014 and a net loss attributable to unitholders of $35.27 million in 2013. * * * As of Sept. 30, 2016, S&P Global Ratings said that it lowered its corporate credit rating on Legacy Reserves L.P. to 'CCC' from 'B-'. The rating outlook is negative. The downgrade reflects S&P's expectation that the borrowing base on Legacy's revolving credit facility could be lowered substantially at its redetermination in October. Legacy Reserves carries a Caa3 corporate family rating from Moody's Investors Service. LENNAR CORP: Fitch Rates $250MM Unsecured Notes at BB+ ------------------------------------------------------ Fitch Ratings has assigned a 'BB+/RR4' rating to Lennar Corporation (NYSE: LEN)/WCI Communities, Inc.'s $250 million 6.875% senior unsecured notes due 2021. Lennar and WCI are co-issuers on the notes. On Feb. 10, 2017, Lennar completed the acquisition of WCI and WCI became a wholly-owned subsidiary of Lennar. In connection with the acquisition, Lennar agreed to become a co-issuer with regard to WCI's senior unsecured notes. The Lennar/WCI notes will rank pari passu with all other senior unsecured debt of Lennar. The Rating Outlook is Positive. KEY RATING DRIVERS The ratings for Lennar are based on the company's strong track record over the past 36-plus years, geographic diversity, customer and product focus, generally conservative building practices and effective utilization of return on invested capital criteria as a key element of its operating model. Additionally, there has been continuity in Lennar's management during this housing cycle and Fitch considers this management team to be the deepest among the public builders within its coverage. The Positive Outlook reflects Lennar's operating performance in 2014, 2015 and 2016 as well as projected 2017 financial ratios (especially leverage and coverage), solid liquidity position and favorable prospects for the housing sector through at least 2017. The ratings and Outlook for Lennar also incorporate the company's successful execution of its operating model, resulting in a steady capital structure through the cycle, including net debt/capitalization levels consistently at or below 46% (this ratio was 33% as of Nov. 30, 2016). Given the company's strong cash flow generating ability during a cyclical downturn, the company's net debt/capitalization was lowest at the height of the housing downturn at around 30% at fiscal year-end (FYE) 2007 and FYE2008 (even after reporting inventory impairment charges of approximately $1.9 billion between FY2006-FY2008). Management is also executing well on its soft-pivot strategy, wherein the company is looking to tie up land with a 2-3-year average life and reduce its overall land supply. This is reflected in the company's total lots controlled, which declined about 4% year-over-year. Based on latest-12-month (LTM) closings, Lennar controlled six years of land and owned roughly 4.8 years of land, down from the 6.9-year supply (5.2 years owned) at FYE2015 and 7.8-year supply (6.3 years owned) at FYE2014. WCI ACQUISITION On Feb. 10, 2017, Lennar completed the acquisition of WCI, a premier lifestyle-community developer and luxury homebuilder of single- and multi-family homes, for approximately $643 million, or $23.50 per share. Lennar elected to fund the entire merger consideration in cash. Lennar also assumed WCI's $250 million 6.875% senior notes due 2021. Fitch had initially expected Lennar to fund the WCI acquisition with 50% cash and 50% stock. While the all-cash transaction added roughly $320 million of cash outflow, Lennar ended FY2016 with a solid liquidity position, including unrestricted homebuilding cash of $1.05 billion as of Nov. 30, 2016 and no borrowings under its $1.502 billion revolving credit facility (which has an accordion feature of up to $1.8 billion) that matures in 2020 ($160 million of the commitment matures in June 2018). Additionally, in January 2017, the company issued $600 million of 4.125% senior unsecured notes due 2022. Proceeds from this issuance were used to fund a portion of the cash consideration for the WCI acquisition. HOUSING CONTINUES MODERATE RECOVERY The year 2017 could prove to be almost a mirror image of 2016. Economic growth should be somewhat stronger in 2017, although overall inflation should be more pronounced. Interest rates will rise further but demographics and employment growth should be at least as positive in 2017. First-time buyers will continue to gradually represent a higher portion of housing purchases, as millennials make an entry into the home-buying market and credit qualification standards loosen further. Land and labor costs will inflate more rapidly than materials costs. New home prices will continue to benefit from still-restrained levels of new home inventory, although a greater mix toward first-time/entry-level products will likely confine new home price appreciation to the low single digits. Fitch projects single-family starts will expand 10% while multi-family volume grows about 1%. Total starts could be approximately 1.26 million, up 7% from 2016. New and existing home sales should advance 10% and 1.7%, respectively. Longer term, there are regulatory risks, including uncertainty as to the incoming administration's housing policies. KEY ASSUMPTIONS Fitch's key assumptions within the rating case for Lennar include: -- Total housing starts improve 7%, while new and existing home sales grow 10% and 1.7%, respectively, in 2017; -- The company's net debt/capitalization is in the 35%-40% range while debt/EBITDA is below 3x and interest coverage is above 6x by FYE2017; -- Lennar maintains an adequate liquidity position (well above $1 billion) with a combination of unrestricted cash and revolver availability. RATING SENSITIVITIES Fitch would consider upgrading Lennar's Issuer Default Rating (IDR) to investment grade if it maintains or shows further steady improvement in credit metrics (such as net debt/capitalization consistently approaching or below 40%), while preserving a healthy liquidity position (in excess of $1 billion in a combination of cash and revolver availability) and continues generating consistent positive cash flow from operations (CFFO) as it moderates its land and development spending. Fitch will also evaluate management's strategy to pay down the debt incurred from the WCI acquisition. The Rating Outlook could be revised to Stable if there is sustained erosion of profits and cash flow, resulting in margin contraction and weakened credit metrics, including net debt/capitalization consistently between 45%-50%. The Outlook could also be revised to Stable if the company undertakes a more aggressive land and development strategy, debt-funded acquisition, or share buyback program that results in higher debt levels and weaker credit metrics, including net debt/capitalization consistently between 45%-50%. Negative rating actions may be considered if there is sustained erosion of profits due to either weak housing activity, meaningful and continued loss of market share, and/or ongoing land, materials and labor cost pressures (resulting in margin contraction and weakened credit metrics, including net debt/capitalization sustained above 50%) and Lennar maintains an overly aggressive land and development spending program that leads to consistent negative CFFO, higher debt levels and diminished liquidity. In particular, Fitch will be focused on assessing the company's ability to repay debt maturities with available liquidity and internally generated cash flow. FULL LIST OF RATINGS Fitch has the following ratings on Lennar Corporation: -- Long-Term IDR 'BB+'; -- Senior unsecured debt 'BB+/RR4'; -- Unsecured revolving credit facility 'BB+/RR4'. The Rating Outlook is Positive. LEVI STRAUSS: Fitch Assigns BB Rating to EUR450MM Unsec. Notes -------------------------------------------------------------- Fitch Ratings has assigned a 'BB/RR4' rating to Levi Strauss & Co.'s EUR450 million issue of private-placement senior unsecured notes, expected to close in the next several weeks. The proceeds from the issue, together with cash on hand, will be used to repay the company's $525 million of 6.875% senior notes due 2022. KEY RATING DRIVERS Stabilized Top Line Levi has produced stable-to-improving top line results, with 3% growth recorded in fiscal 2016 (ended November 2016), following 1% growth in 2015 and 3% growth in 2014 (all figures constant currency basis). In the Americas (59% of sales in 2016), revenue declined slightly to $2.7 billion due to a challenging wholesale environment and adverse effects from the company's strategic decision to reset the Dockers product assortment during the year. Before the impact of the strong dollar, international sales grew mid-single digits in 2016, with Europe (24% of sales) outperforming Asia (17% of sales). On a reported basis, consolidated 2016 revenue grew modestly to $4.5 billion, after taking into account the negative currency movements. Beginning 2017, Fitch projects 1%-2% consolidated annual sales growth, with similar growth rates across regions. Improving EBITDA From 2011 to 2013, Levi grew EBITDA 27% from $463 million to $590 million on a 2% sales decline. While lower cotton prices significantly contributed, Levi reduced SG&A by 4% to $1.88 billion, allowing the company's SG&A-to-sales ratio to decline despite lower sales. EBITDA has remained around the $600 million level since 2013, primarily due to the negative impact of the strong U.S. dollar, mitigated by operating growth. Fitch projects constant currency EBITDA growth over the next two to three years to be in the 3%-4% range on 1%-2% revenue growth and some benefit from its cost cutting initiatives. Reported EBITDA in 2017 could be down 1%-3%, however, on continued strength of the U.S. dollar. In early 2014, Levi announced a $175 million-$200 million cost reduction program, to be implemented over the following three years. By 2017, when the program is fully realized, Fitch expects SG&A spend to be approximately flat to 2013 levels despite modest sales growth. Reasonable Credit Metrics Levi ended 2016 with leverage at 3.5x, significantly lower than the 5.0x level from 2012, though slightly higher than 2015 due to a modest EBITDA decline in 2016. From 2012 to 2016, total debt declined 19% to $2.7 billion and EBITDA grew 24% to approximately $575 million (mainly between 2012-2013). Fitch expects leverage to remain fairly stable over the next three years, assuming modest EBITDA growth and flattish debt levels. Fitch expects minimal debt paydown following the company's November 2016 repayment of approximately $40 million in Eurobonds, with cash flow directed toward the company's dividend and investments, including potential tuck-in acquisitions. KEY ASSUMPTIONS Fitch's key assumptions within the rating case for Levi include: -- Annual revenues on a constant currency basis grow at 1%-2%; -- EBITDA declines modestly in 2017 from $580 million in 2016 on currency movements, and towards $600 million beginning 2018; -- Free cash flow (FCF) of $200 million annually starting in 2017 after dividends of approximately $70 million; -- Adjusted leverage is expected to be relatively stable in the 3.4x-3.5x range, assuming no further debt paydown. RATING SENSITIVITIES A positive rating action would be considered if Levi sustained 3%-5% revenue growth and/or mid-teens EBITDA margins, or if FCF deployment to debt paydown results in leverage trending to the 3.0x range. A negative rating action would be considered if EBITDA margin remains under pressure longer term due to soft sales trends and increased investment in marketing/promotion, resulting in adjusted debt/EBITDAR increasing toward 4.0x. LIQUIDITY Liquidity remains strong, with approximately $375 million of available cash on hand and $784 million of revolver availability at Nov. 27, 2016. Fitch assumes approximately one-third of Levi's cash is held overseas given company commentary in annual reports. Fitch projects annual FCF after dividends to hover around $200 million through 2019. In April 2015, the company issued $500 million of 5% senior unsecured notes due 2025 to repay (along with revolver borrowings) $525 million 7.625% senior unsecured notes due 2020 and reduced annual interest expense by $15 million. Levi paid off approximately $40 million in Eurobonds due in November 2016 and, after repaying the $525 million senior unsecured notes due 2022, its next maturity is $500 million of unsecured notes due 2025. FULL LIST OF RATING ACTIONS Fitch currently rates Levi Strauss & Co.: -- Issuer Default Rating 'BB'; -- $850 million secured revolving credit facility 'BBB-/RR1'; -- Senior unsecured notes 'BB/RR4'. The Rating Outlook is Stable. LEWIS HEALTH: Hearing on Plan Outline OK Scheduled for March 28 --------------------------------------------------------------- The Hon. Paul G. Hyman, Jr., of the U.S. Bankruptcy Court for the Southern District of Florida will hold on March 28, 2017, at 9:30 a.m., the hearing to consider the adequacy of Lewis Health Institute, Inc.'s disclosure statement dated Feb. 15, 2017, referring to the Debtor's plan of reorganization. The deadline for service of court order, Disclosure Statement and Plan is Feb. 27, 2017. Objections to the Disclosure Statement must be filed by March 21, 2017. As reported by the Troubled Company Reporter on Feb. 21, 2017, the Debtor filed with the Court the Disclosure Statement, which states that the undisputed Class Seven General Unsecured Claims total the amount of $138,631.68 will be repaid over a five-year term of the Plan at the rate of $400 per month for Month 1-60, on a pro rata basis, which payments will commence on the Effective Date of the Plan. About Lewis Health Institute Lewis Health Institute, Inc., filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 15-25980) on Sept. 3, 2015. The petition was signed by Yolanda V. Lewis, president. The Debtor is represented by Craig I. Kelley, Esq., at Kelley & Fulton, PL. The case is assigned to Judge Paul G. Hyman, Jr. The Debtor estimated assets at $0 to $50,000 and liabilities at $100,001 to $500,000 at the time of the filing. LPL HOLDINGS: Moody's Assigns Ba2 Rating to $1.7BB Sr. Term Loan ---------------------------------------------------------------- Moody's Investors Service affirmed LPL Holdings, Inc.'s Ba3 Corporate Family Rating (CFR) and assigned a Ba2 rating to its proposed $1,700 million senior secured term loan and $500 million senior secured revolving credit facility. Moody's also assigned a B2 rating to LPL's proposed $500 million senior unsecured notes. LPL plans to use the proceeds from the senior secured term loan and senior unsecured notes to refinance its existing $2.2 billion term loan. Moody's said the outlook on LPL's ratings remains stable. Rating Actions: Corporate Family Rating, Affirmed at Ba3 $500 Million Senior Secured Revolving Credit Facility due 2022, Assigned at Ba2 $1,700 Million Senior Secured Term Loan B due 2024, Assigned at Ba2 $500 Million Senior Unsecured Notes due 2025, Assigned at B2 Outlook, Remains Stable RATINGS RATIONALE Moody's said it affirmed LPL's Ba3 CFR with a stable outlook because of the company's enduring franchise as the largest independent broker-dealer in the US, which enables it to operate at a scale and efficiency that generates relatively stable cash flows and margins throughout the economic cycle. Moody's said LPL's ratings are constrained primarily by its shareholder-friendly financial policies, with debt leverage of 4.8x at December 2016. Moody's said the Ba2 rating assigned to LPL's proposed $1,700 million senior secured term loan and $500 million revolving credit facility is based on the application of Moody's LGD methodology and model, and is reflective of its priority ranking in LPL's capital structure. Moody's said the B2 rating assigned to LPL's proposed $500 million senior unsecured notes reflects the notes' weaker ranking in LPL's capital structure. Moody's said LPL's debt refinancing will extend the maturity of its debt profile, a credit positive. Factors that Could Lead to an Upgrade -- Demonstrated shift in financial policy towards stronger debt leverage -- Strengthened cash flow generation that results in improved interest coverage to above 5.5x and debt leverage to around 4.0x Factors that Could Lead to a Downgrade -- Shift in financial policy that significantly increases debt to fund share repurchases or M&A -- Significant failure in regulatory compliance or technology -- Prolonged revenue decline resulting in weakened pre-tax earnings and increased margin volatility The principal methodology used in these ratings was Securities Industry Service Providers published in February 2017. MARACAS CLUB: Trustee Taps Klestadt Winters as Legal Counsel ------------------------------------------------------------ The Chapter 11 trustee for Maracas Club and Restaurant LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire legal counsel. Gregory Messer, the bankruptcy trustee appointed by the Office of the U.S. Trustee, proposes to hire Klestadt Winters Jureller Southard & Stevens, LLP to assist in managing the Debtor's business, investigate its assets and financial affairs, prepare a bankruptcy plan, and provide other legal services. The hourly rates charged by the firm are: Partners $495 - $695 Associates $275 - $425 Paralegals $175 Fred Stevens, Esq., the attorney designated to represent the Debtor, will charge an hourly rate of $575. Mr. Stevens disclosed in a court filing that his firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Fred Stevens, Esq. Christopher Reilly, Esq. 200 West 41st Street, 17th Floor New York, NY 10036 Tel: (212) 972-3000 Fax: (212) 972-2245 Email: fstevens@klestadt.com Email: creilly@klestadt.com About Maracas Club Maracas Club and Restaurant LLC, dba Maracas New York, filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 14-44489) on September 2, 2014, and is represented by Dawn Kirby Arnold, Esq., at Delbello Donnellan Weingarten Wise. On February 3, 2017, the U.S. Trustee for Region 2 appointed Gregory M. Messer, Esq., to serve as Chapter 11 trustee. MATADOR RESOURCES: S&P Affirms 'B' Rating on Sr. Unsecured Notes ---------------------------------------------------------------- S&P Global Ratings affirmed its 'B' issue-level rating on Dallas-based exploration and production (E&P) company Matador Resources Co.'s senior unsecured notes (same level as the corporate credit rating). At the same time, S&P raised its recovery rating on this debt to '3', indicating S&P's expectation of meaningful (50% to 70%; rounded estimate 55%) recovery in the event of a payment default, from '4' The corporate credit rating on Matador Resources remains 'B'. The outlook is stable. "We revised our recovery rating on Matador's senior unsecured debt based on an increase in the PV-10 valuation of the company's reserves as of year-end 2016, resulting in higher recovery prospects for the senior unsecured debt," said S&P Global Ratings credit analyst Christine Besset. The ratings on Matador Resources reflect S&P's view of the company's vulnerable business risk and aggressive financial risk profiles. Matador Resources is a small E&P company with three key operating areas: the oil-rich Delaware Basin (West Texas and South East New Mexico), the oil-rich Eagle Ford shale (South Texas), and the dry gas Haynesville shale/Cotton Valley (East Texas and North Louisiana). As of Dec. 31, 2016, the company had proved reserves of about 106 million barrels of oil equivalent (boe), 54% crude oil, and 41% proved developed. About 75% of its proved reserves are in the Delaware Basin, about 13% in the Eagle Ford shale, and 12% in the Haynesville shale/Cotton Valley. The somewhat high percentage of proved undeveloped (PUD) reserves (59%) indicates substantial development spending requirements to convert the reserves to production. The stable outlook reflects S&P's view that Matador Resources will continue to grow its reserves and production while maintaining FFO/debt of about 25% and debt/EBITDA between of 3x and 3.5x. S&P could lower the rating if it expected FFO/debt to fall below 12% or debt/EBITDA to exceed 5x with no near-term remedy, or if liquidity deteriorated. This would most likely occur if commodity prices were to significantly weaken, the company did not meet S&P's oil production growth expectations, or if capital spending exceeded cash flows by significantly more than currently contemplated. An upgrade would be possible if Matador Resources continues to improve its operational performance such that the scale of its reserves and production are more consistent with a weak business risk profile (including increasing the content of its proved developed reserves and reducing exposure to natural gas), while maintaining adequate liquidity and FFO/debt above 30%. MAUI LAND: TSP Capital Owns 6.4% Equity Stake as of Dec. 31 ----------------------------------------------------------- TSP Capital Management Group, LLC disclosed in an amended Schedule 13G filed with the Securities and Exchange Commission that as of Dec. 31, 2016, it beneficially owns 1,224,022 shares of common stock of Maui Land & Pineapple Company, Inc. representing 6.4 percent of the shares outstanding. A full-text copy of the regulatory filing is available at https://is.gd/HQUHPd About Maui Land & Pineapple Co. Maui Land & Pineapple Company, Inc. (NYSE: MLP) -- http://mauiland.com/-- develops, sells, and manages residential, resort, commercial, and industrial real estate. The Company owns approximately 23,000 acres of land on Maui and operates retail, utility operations, and a nature preserve at the Kapalua Resort. The Company's principal subsidiary is Kapalua Land Company, Ltd., the operator and developer of Kapalua Resort, a master-planned community in West Maui. Maui Land posted net income of $6.81 million for the year ended Dec. 31, 2015, compared to net income of $17.63 million for the year ended Dec. 31, 2014. Accuity LLP, in Honolulu, Hawaii, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that: "The Company had outstanding borrowings under two credit facilities totaling $40.6 million as of December 31, 2015. The Company has pledged a significant portion of its real estate holdings as security for borrowings under its credit facilities, limiting its ability to borrow additional funds. Both credit facilities mature on August 1, 2016. "Absent the sale of some of its real estate holdings, refinancing, or extending the maturity date of its credit facilities, the Company does not expect to be able to repay its outstanding borrowings on the maturity date. "The credit facilities have covenants requiring among other things, a minimum of $3 million in liquidity (as defined), a maximum of $175 million in total liabilities, and a limitation on new indebtedness. The Company's ability to continue to borrow under its credit facilities to fund its ongoing operations and meet its commitments depends upon its ability to comply with its covenants. If the Company fails to satisfy any of its loan covenants, each lender may elect to accelerate its payment obligations under such lender's credit agreement. "The Company's cash outlook for the next twelve months and its ability to continue to meet its loan covenants is highly dependent on selling certain real estate assets at acceptable prices. If the Company is unable to meet its loan covenants, borrowings under its credit facilities may become immediately due, and it would not have sufficient liquidity to repay such outstanding borrowings. "The Company's credit facilities require that a portion of the proceeds received from the sale of any real estate assets be repaid toward its loans. The amount of proceeds paid to its lenders will reduce the net sale proceeds available for operating cash flow purposes. "The aforementioned circumstances raise substantial doubt about the Company's ability to continue as a going concern." MF GLOBAL: Has No Right To Pursue $1.7M Claims, Co-Op Says ---------------------------------------------------------- Ryan Boysen, writing for Bankruptcy Law360, reports that Fairfield, Iowa-based Heartland Co-Op, in response to MF Global Holding Ltd.'s demand for $1.7 million over derivatives trades that predate its bankruptcy, said that the Debtor failed to preserve the claims in its Chapter 11 plan and therefore has no right to pursue them. About MF Global New York-based MF Global -- http://www.mfglobal.com/-- was one of the world's leading brokers of commodities and listed derivatives. MF Global provides access to more than 70 exchanges around the world. The firm also was one of 22 primary dealers authorized to trade U.S. government securities with the Federal Reserve Bank of New York. MF Global's roots go back nearly 230 years to a sugar brokerage on the banks of the Thames River in London. On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059 and 11-5058), after a planned sale to Interactive Brokers Group collapsed. As of Sept. 30, 2011, MF Global had $41,046,594,000 in total assets and $39,683,915,000 in total liabilities. On Nov. 7, 2011, the United States Trustee appointed the statutory creditors' committee in the Debtors' cases. At the behest of the Statutory Creditor's Committee, the Court directed the U.S. Trustee to appoint a chapter 11 trustee. On Nov. 28, 2011, the Bankruptcy Court entered an order approving the appointment of Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC, as Chapter 11 trustee. On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services LLC and MF Global FX Clear LLC filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and 11-15810). On Dec. 27, the Court entered an order installing Mr. Freeh as Chapter 11 Trustee of the New Debtors. On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr. Freeh also was installed as its Chapter 11 Trustee. Judge Honorable Martin Glenn presides over the Chapter 11 case. J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve as bankruptcy counsel. The Garden City Group, Inc., serves as claims and noticing agent. The petition was signed by Bradley I. Abelow, Executive Vice President and Chief Executive Officer of MF Global Finance USA Inc. The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan LLP, as investigative counsel; (ii) FTI Consulting Inc., as restructuring advisors; (iii) Morrison & Foerster LLP, as bankruptcy counsel; and (iv) Pepper Hamilton as special counsel. The Official Committee of Unsecured Creditors has retained Capstone Advisory Group LLC as financial advisor, while lawyers at Proskauer Rose LLP serve as counsel. The Securities Investor Protection Corporation commenced liquidation proceedings against MF Global Inc. to protect customers. James W. Giddens was appointed as trustee pursuant to the Securities Investor Protection Act. He is a partner at Hughes Hubbard & Reed LLP in New York. Jon Corzine, the former New Jersey governor and co-CEO of Goldman Sachs Group Inc., stepped down as chairman and chief executive officer of MF Global just days after the bankruptcy filing. In April 2013, the Bankruptcy Court approved MF Global Holdings' plan to liquidate its assets. Bloomberg News reported that the court-approved disclosure statement initially told creditors with $1.134 billion in unsecured claims against the parent holding company why they could expect a recovery of 13.4% to 39.1% from the plan. As a consequence of a settlement with JPMorgan, supplemental materials informed unsecured creditors their recovery was reduced to the range of 11.4% to 34.4%. Bank lenders will have the same recovery on their $1.174 billion claim against the holding company. As a consequence of the settlement, the predicted recovery became 18% to 41.5% for holders of $1.19 billion in unsecured claims against the finance subsidiary, one of the companies under the umbrella of the holding company trustee. Previously, the predicted recovery was 14.7% to 34% on bank lenders' claims against the finance subsidiary. MIDWAY GOLD: 0862130 Buying Tonopah Project for $25K ---------------------------------------------------- Midway Gold US, Inc. ("MGUS"), and affiliates, ask the U.S. Bankruptcy Court for the District of Colorado to authorize the private sale of MGUS's Tonopah Project to 0862130 Corp. for $25,000 in cash, the assumption of certain royalty and reclamation obligations and other valuable consideration. Pursuant to a series of amendments to an Option Agreement, dated July 2, 2001, MGUS acquired a 100% interest in the Tonopah property, comprised of 245 unpatented lode mining claims in Nye County, Nevada ("Tonopah Project"). The Tonopah Project is located approximately 15 miles northeast of the town of Tonopah, 210 miles northwest of Las Vegas and 236 miles southeast of Reno, Nevada. The property is on the northeastern flank of the San Antonio Mountains and in the Ralston Valley. MGUS was required to pay a sliding scale royalty on NSR from any commercial production from 2% to 7%, based on changes in gold prices and an advance minimum royalty recoverable from commercial production of $300,000 per year. MGUS entered into an agreement allowing payment of only $50,000 of the $300,000 payment due on August 2014. The remaining $250,000, along with the $300,000 payment due in August 2015, was to be paid subsequently to the economic completion of the Pan gold mine project. As of the Petition Date, production had not begun at the Tonopah Project. The Tonopah Project has reclamation obligations of approximately $130,000. To secure the payment and performance of any reclamation obligations associated with the Tonopah Project, a surety bond was issued by Aspen American Insurance Co. MGUS must either maintain these surety bonds or post cash collateral to cover the reclamation obligations. Pursuant to the Court's March 25, 2016 order approving bidding and auction procedures for the sale of substantially all of the Debtors' remaining assets, the Debtors sought to identify, among other things, purchasers for the Tonopah Project. Although some prospective purchasers expressed interest in the Tonopah Project, the Debtors did not receive a binding offer, which the Debtors believe was primarily due to the existence of royalty and reclamation obligations associated with the Tonopah Project. The Debtors engaged with the royalty holders for the Tonopah Project as well as other key parties including the Commonwealth Bank of Australia ("CBA"), as the senior prepetition agent; Hale Capital Partners, as the subordinate prepetition agent; and the Committee, regarding maintaining the Debtors' claims in the Tonopah Project and locating a purchaser for the asset. Because the existence of substantial royalty obligations were an impediment to finding a willing purchaser in the Debtors' prior sale efforts, it was critical to locate a purchaser acceptable to the royalty holders and able to reach an agreement with the royalty holders with respect to the treatment of the royalty obligations. The purchaser also had to relieve Aspen of its reclamation guarantee obligations by either replacing the existing bonds or posting cash collateral for the reclamation obligations. The only other viable offer acceptable to the Debtors and the royalty holders was the offer from the Buyer to purchase the Tonopah Project for $25,000 in cash and other valuable consideration, including the assumption of royalty and reclamation obligations. The salient terms of the APA are: a. Seller: Debtor MGUS b. Purchase Price: $25,000 cash, plus assumption of all Existing Claims and Assumed Liabilities, as defined in the APA, including pre-petition and post-petition royalty claims, and assumption of the performance of all Reclamation Obligations, as defined in the APA. c. Purchased Assets: MGUS's 100% interest in the Tonopah Project. d. Reclamation Bonding: The Buyer is responsible for promptly replacing the Reclamation Bonds. The Aspen bonds and associated indemnity agreements will be cancelled. e. Closing Date: Third business day after satisfaction of the closing conditions identified in the APA. The Debtors ask the Court to authorize, but not direct, them to assume and assign the Existing Claims and Assumed Liabilities to the Buyer. A copy of the APA attached to the Motion is available for free at: http://bankrupt.com/misc/Midway_Gold_1177_Sales.pdf The Debtors have been advised that CBA, Hale and the Committee all support the proposed sale. The Debtors have determined, in an exercise of their business judgment, that the Sale is the only viable alternative and will maximize the value of the Tonopah Project under the circumstances, especially having previously conducted a fulsome sale process that failed to result in a binding offer for the Tonopah Project. The will provide MGUS' estate with cash proceeds, which will be used to defray the sale costs and will serve as an additional source of recovery under the Debtors' proposed plan of liquidation. The Sale will also relieve the Debtors' estates from significant prepetition and postpetition royalty obligations, and potential reclamation obligations with the Bureau of Land Management that are associated with the Tonopah Project, which are being assumed as part of the Sale. Accordingly, the Debtors respectfully ask the Court to authorize the sale of the Tonopah Project free and clear of all liens, claims, and encumbrances to the Buyer. To facilitate the consummation of the proposed sale as soon as practicable after entry of the Sale Order, the Debtors respectfully ask that the Court suspend the operation of the 14-day stay under Fed. R. Bankr. P. 6004(h). The Purchaser can be reached at: 0862130 CORP. c/o Aintree Resources Inc. 600-666 Burrard Street Vancouver, B.C. V6C 3N7 Attn: James Hesketh E-mail: jhesketh01@gmail.com About Midway Gold Midway Gold Corp., incorporated on May 14, 1996 under the laws of the Province of British Columbia, Canada, is engaged in the acquisition, exploration and development of mineral properties located in the state of Nevada and Washington. Midway Gold operates primarily through its wholly-owned subsidiary located in the United States, Midway Gold US Inc. The executive offices are in Englewood, Colorado. Midway US currently has one gold producing property: the Pan gold mine located in White Pine County, Nevada. Midway also has gold properties which are exploratory stage projects where gold mineralization has been identified, such as the Tonopah project in Nye County, Nevada, the Gold Rock project in White Pine County, Nevada, and the Golden Eagle project in Ferry County, Washington. Out of these projects, a permitting process has been undertaken only for the Gold Rock project. Finally, Midway's Spring Valley property, another gold property located in Pershing County, Nevada, is subject to a joint venture with Barrick Gold Exploration Inc. On June 22, 2015, Midway Gold US Inc. and 12 related entities, including parent Midway Gold Corp. each filed a petition in the U.S. Bankruptcy Court for the District of Colorado seeking relief under Chapter 11 of the U.S. Bankruptcy Code. The Debtors' cases have been assigned to Judge Michael E. Romero. Judge Michael E. Romero directed the joint administration of the cases under Case No. 15-16835. The Debtors tapped Squire Patton Boggs (US) LLP as lead bankruptcy counsel; Sender Wasserman Wadsworth, P.C., as special bankruptcy and restructuring counsel; DLA Piper (Canada) LLP, as Canadian bankruptcy counsel; Ernst & Young Inc., as information officer of Canadian court; RBC Capital Markets, as investment banker; FTI Consulting as financial advisor; and Epiq Solutions, as claims and noticing agent. Midway Gold Corp. disclosed $184 million in assets and $62.4 million in liabilities as of March 31, 2015. Midway Gold US Inc., disclosed total assets of $2,461,673 and total liabilities of $122,448,181 as of the Chapter 11 filing. The U.S. Trustee overseeing the Debtors' cases appointed seven creditors to serve on the official committee of unsecured creditors. The creditors are American Assay Laboratories, EPC Services Company, InFaith Community Foundation, Jacobs Engineering Group Inc., SRK Consulting (US) Inc., Sunbelt Rentals, and Boart Longyear. Gavin/Solmonese LLC serves as its financial advisor. MOSAIC MANAGEMENT: Court Moves Exclusive Plan Period to March 3 --------------------------------------------------------------- Judge Erik P. Kimball of the U.S. Bankruptcy Court for the Southern District of Florida extended exclusive periods during which Mosaic Management Group, Inc. and its affiliated Debtors alone may file a chapter 11 plan for each Debtor and solicit acceptances of such plan through and including March 3, 2017 and April 3, 2017, respectively. The Troubled Company Reporter had earlier reported that the Debtors sought for exclusivity extension contending that there still remains two unresolved contingencies that they need to address: First, the Debtors and the Committees are in the process of reviewing, revising, and editing the Chapter 11 plan and anticipate that a final draft for filing will be ready for submission to this Court by March 1, 2017; and Second, the Debtors are concomitantly undertaking a substantial review and overhaul of the proofs of claim that have been filed in each of the Chapter 11 cases for purposes of valuing, organizing, and preparing objections to, such claims. The Debtors related that shortly after the commencement of these cases, the Debtors' former management took the position that the Debtors' primary assets -- life insurance policies -- should be marketed and sold pursuant to Section 363 of the Bankruptcy Code. Rather than selling the Policies, the Debtors -- with support of many of the Debtors' investor constituency -- had chosen instead to obtain modest debtor-in-possession financing and stabilize the Debtors' portfolio. The Debtors further related that since that time, the Debtors' management and advisors had, among other things, (a) ensured that policy premiums have been paid promptly so as to prevent lapse, (b) continuously negotiated proposed lending facilities, (c) initiated an adversary proceeding to bring additional assets into the Debtors' estates, and (d) reviewed and analyzed (and continue to review and analyze) the Debtors' financial data. In addition, the Debtors and the Committees had embarked on a cooperative process to obtain long-term, sustainable financing and develop a viable, consensual Chapter 11 reorganization strategy. To that end, the Debtors, with the agreement of the Unsecured Committee, solidified longer-term, post-petition financing with a reputable lender -- ASM Mosaic LLC. Since the Debtors have obtained court-approved financing, the Debtors, the Unsecured Committee, the Investor Committee, and ASM Mosaic had been continuously conferring to negotiate the essential provisions of a chapter 11 plan. These negotiations had yielded tangible, identifiable progress toward a viable Chapter 11 plan and reorganization. Specifically, the Debtors had produced an exhaustive draft Chapter 11 plan, which the Debtors had distributed to the Committees for the Committees' collective review, revision, and comment. About Mosaic Management Group Mosaic Management Group, Inc., and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S. D. Fla. Lead Case No. 16-20833) on Aug. 4, 2016. The petitions were signed by Charles Thomas Ryals, president and chief executive officer. Judge Erik P. Kimball presides over the case. The Debtors were represented by Leslie Gern Cloyd, Esq., at Berger Singerman LLP. Mosaic Management Group, Inc. estimated assets at less than $50,000 and liabilities at $50,000 to $100,000. Mosaic Alternative Assets Ltd. estimated assets at $50 million to $100 million and liabilities at $1 million to $10 million. On Sept. 16, 2016, the TCR reported that the Debtors hired Tripp Scott, P.A. as legal counsel. The Debtors also employed Longevity Asset Advisors, LLC as consultant and sales agent; GlassRatner Advisory & Capital Group, LLC, as their financial advisors and accountants; and Erwin Legal PLC, as special counsel. Mosaic Management Group, Inc. proposes to hire Ricoh USA, Inc. as its electronic data consultant. Guy G. Gebhardt, Acting U.S. Trustee for Region 21, on Aug. 23, 2016, appointed creditors of Mosaic Alternative Settlements, Inc., to serve on the official committee of unsecured creditors. The MASI committee hired Furr and Cohen, P.A. as its legal counsel, and hire Genovese, Joblove & Battista, P.A., as special counsel. The Acting U.S. Trustee for Region 21 on Dec. 8, 2016, appointed creditors of Mosaic Alternative Assets, Ltd., to serve on the official committee of investor creditors. The Committee of Investor Creditors retains Bast Amron LLP as counsel. An official committee of unsecured creditors has not yet been appointed in the Chapter 11 cases of Mosaic Management Group Inc. and Paladin Settlements, Inc. as of Dec. 23, according to the case docket. MOTORS LIQUIDATION: Unsecured Creditors' Trust May Use Almost $10M ------------------------------------------------------------------ Alex Wolf, writing for Bankruptcy Law360, reports that the Hon. Martin Glenn of the U.S. Bankruptcy Court for the Southern District of New York authorized on Feb. 21 the general unsecured creditors' trust of General Motors to use almost $10 million of distributable cash to satisfy administrative and reporting costs estimated for the 2017 calendar year, and extended the life of the trust through the first quarter of 2018. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on June 1, 2009. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Garden City Group is the claims and notice agent of the Debtors. The U.S. Trustee appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP served as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long served as counsel on supplier contract matters. FTI Consulting Inc. served as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represented the Asbestos Committee. Legal Analysis Systems, Inc., served as asbestos valuation analyst. The Bankruptcy Court entered an order confirming the Debtors' Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan was declared effect on March 31. On Dec. 15, 2011, Motors Liquidation Company was dissolved. On the Dissolution Date, pursuant to the Plan and the Motors Liquidation Company GUC Trust Agreement, dated March 30, 2011, between the parties thereto, the trust administrator and trustee -- GUC Trust Administrator -- of the Motors Liquidation Company GUC Trust, assumed responsibility for the affairs of and certain claims against MLC and its debtor subsidiaries that were not concluded prior to the Dissolution Date. NAVIDEA BIOPHARMACEUTICALS: Agrees to $59-Mil. Settlement with CRG ------------------------------------------------------------------ As previously reported, on Feb. 9, 2017, The District Court of Harris County, Texas entered an interlocutory Order declaring that Navidea Biopharmaceuticals, Inc. and its subsidiary, Macrophage Therapeutics, Inc., committed one or more events of default under their Term Loan Agreement, dated as of May 8, 2015, with Capital Royalty Partners II L.P., as Secured Party and as Control Agent, Capital Royalty Partners II -- Parallel Fund "A" L.P., as Secured Party, and Parallel Investment Opportunities Partners II L.P., as Secured Party, as of May 8, 2015, and granted CRG the right to exercise its remedies provided in Section 11.01 of the Loan Agreement and 4.05 of the related Security Agreement, dated as of May 8, 2015, by and among the Company, Macrophage, as guarantor, CRG and the control agent. By letter dated Feb. 21, 2017, CRG notified the Company that, in further exercise of its remedies under the Loan Documents, including without limitation pursuant to Sections 4.01 through 4.13 and Section 5.04 of the Security Agreement and Sections 11.02 and 12.03 of the Loan Agreement, CRG Servicing LLC, CRG's representative, will sell (or lease or license, as applicable), at a public sale, (A) the stock of Macrophage owned by the Company and pledged to CRG pursuant to the Loan Documents and (B) the U.S. Collateral related to Lymphoseek as set forth in the Security Agreement, on March 13, 2017. CRG claims that, as of Jan. 31, 2017, the outstanding obligations due under the Loan Documents, including outstanding principal, interest, fees, and expenses, aggregates $63,198,774. CRG claims that interest, fees and expenses will continue to accrue and CRG reserves the right to adjust or supplement the Asserted Payoff Amount prior to the date of the public sale. The Asserted Payoff Amount was also calculated by CRG to include costs incurred by CRG through Jan. 31, 2017, in respect of indemnity obligations of the Company under Sections 12.03(a)(ii) and 12.03(b) of the Loan Agreement, which CRG claims are secured obligations under the Security Agreement. CRG claims that, unless and until all Indemnity Obligations (inclusive of costs incurred by CRG subsequent to Jan. 31, 2017) are indefeasibly paid in full, in cash, as contemplated by the Security Agreement, such Indemnity Obligations will continue to be secured by the liens created by and perfected in accordance with the Security Agreement in all collateral not sold in the public sale, including any cash proceeds of the public sale in excess of the Asserted Payoff Amount, which cash proceeds will be deposited into an escrow account and will be subject to CRG's continuing lien. CRG also noted that payment of the Asserted Payoff Amount (as such amount may be adjusted or supplemented immediately prior to the public sale) will not result in the indefeasible payment in full of the Secured Obligations unless payment of the Asserted Payoff Amount, as adjusted or supplemented, is concurrently accompanied by a general release by the Company, Macrophage, as guarantor, and the successful bidders of all present and future claims and counterclaims against CRG. CRG has scheduled the non-judicial public foreclosure sale for March 13, 2017, after the intended sale by the Company of certain of its assets to Cardinal Health 414, LLC, currently anticipated to close on March 3, 2017. On Feb. 22, 2017, the Company, CRG, and Cardinal Health 414 read into the record a settlement in the interpleader action pending in Ohio. Pursuant to the settlement, the parties agreed that CRG will be paid $59 million in payment of amounts owing to it pursuant to the Loan Documents as follows: (i) $56 million will be paid by the Company out of the cash proceeds of the Transaction, and (ii) Cardinal Health 414 will prepay $3 million in guaranteed earnout payments that would have otherwise been payable in the third year after closing of the Transaction. Such prepayment by Cardinal Health 414 does not affect its indemnification rights (and Cardinal Health 414 has the right to setoff its indemnification claims against all future earnout payments) under the Asset Purchase Agreement between the Company and Cardinal Health 414. Upon payment of the Settlement Amount, CRG will release all of its liens under the Loan Documents, which will be terminated and of no further force or effect, and the parties will mutually release each other; provided, however, that the Company and CRG will continue the pending proceedings in Texas after closing of the Transaction to fully and finally determine the actual amount owed by the Company to CRG under the Loan Documents. The Company and CRG further agreed that the Final Payoff Amount would be no less than $47 million (the "Low Payoff Amount") and no more than $66 million (the "High Payoff Amount"). In addition, concurrently with the payment of the Settlement Amount and closing of the Transaction, (i) Cardinal Health 414 will post a $7 million letter of credit in favor of CRG (at the Company's cost and expense to be deducted from the closing proceeds due to the Company, and subject to Cardinal Health 414's indemnification rights under the Asset Purchase Agreement) as security for the amount by which the High Payoff Amount exceeds the Settlement Amount in the event the Company is unable to pay all or a portion of such amount, and (ii) CRG will post a $12 million letter of credit in favor of the Company as security for the amount by which the Settlement Amount exceeds the Low Payoff Amount. If, on the one hand, it is finally determined by the Texas Court that the amount the Company owes to CRG under the Loan Documents exceeds the Settlement Amount, the Company will pay such excess amount, plus the costs incurred by CRG in obtaining CRG's letter of credit, to CRG and if, on the other hand, it is finally determined by the Texas Court that the amount the Company owes to CRG under the Loan Documents is less than the Settlement Amount, CRG will pay such difference to the Company and reimburse Cardinal Health 414 for the costs incurred by Cardinal Health 414 in obtaining its letter of credit. Any payments owing to CRG arising from a final determination that the Final Payoff Amount is in excess of $59 million shall first be paid by the Company without resort to the letter of credit posted by Cardinal Health 414, and such letter of credit shall only be a secondary resource in the event of failure of the Company to make payment to CRG. The Company will indemnify Cardinal Health 414 for any costs it incurs in payment to CRG under the settlement, and the Company and Cardinal Health 414 further agree that Cardinal Health 414 can pursue all possible remedies, including offset against earnout payments (guaranteed or otherwise) under the Asset Purchase Agreement, warrant exercise, or any other payments owed by any Cardinal Health 414, or any of its affiliates, to the Company, or any of its affiliates, if Cardinal Health 414 incurs any cost associated with payment to CRG under the settlement . The Company and CRG also agreed that the $2 million currently being held in escrow pursuant to court order in the Ohio case and the $3 million currently being held in escrow pursuant to court order in the Texas case will be released to the Company at closing of the Transaction. As a condition to the settlement, the Transaction must close on or before March 10, 2017. There can be no assurance that the Transaction will close on or before March 10, 2017, or at all. The closing is still subject to satisfaction of numerous conditions, including receipt of stockholder approval. If the Company is unable to close the Transaction by March 10, 2017, it will be subject to the foreclosure proceedings set forth in the Letter. About Navidea Navidea Biopharmaceuticals, Inc. is a biopharmaceutical company focused on the development and commercialization of precision immunodiagnostic agents and immunotherapeutics. Navidea is developing multiple precision-targeted products based on our Manocept platform to help identify the sites and pathways of undetected disease and enable better diagnostic accuracy, clinical decision-making, targeted treatment and, ultimately, patient care. Navidea reported a net loss of $27.56 million in 2015, a net loss of $35.72 million in 2014 and a net loss of $42.69 million in 2013. As of Sept. 30, 2016, Navidea had $11.18 million in total assets, $74.96 million in total liabilities and a total stockholders' deficit of $63.77 million. NEIMAN MARCUS: Bank Debt Trades at 21% Off ------------------------------------------ Participations in a syndicated loan under Neiman Marcus Group Inc is a borrower traded in the secondary market at 78.77 cents-on-the-dollar during the week ended Friday, February 24, 2017, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.25 percentage points from the previous week. Neiman Marcus pays 300 basis points above LIBOR to borrow under the $2.9 billion facility. The bank loan matures on Oct. 16, 2020 and carries Moody's B2 rating and Standard & Poor's CCC+ rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended February 24. NORTH LAS VEGAS, NV: Fitch Affirms B+ Rating on $400MM LTGO Bonds ----------------------------------------------------------------- Fitch Ratings has affirmed the following North Las Vegas, NV (the city) ratings at 'B+': -- $128.2 million limited tax general obligation (LTGO) bonds (additionally secured by consolidated tax pledged revenues); -- $272 million LTGO water and wastewater improvement bonds (additionally secured by water and wastewater system pledged revenues); -- Long-Term Issuer Default Rating (IDR). The Rating Outlook is Stable. SECURITY The bonds are backed by the full faith and credit of the city, subject to Nevada's constitutional and statutory limitations on the aggregate amount of ad valorem property taxes. As noted above, the bonds are additionally backed either by an irrevocable pledge of and lien on certain consolidated tax revenues (15% of these revenues) or by water/wastewater system net revenues. KEY RATING DRIVERS The 'B+' rating is based on the city's very weak revenue framework, lack of spending flexibility, and severely limited gap-closing ability relative to historical general fund volatility. Economic Resource Base North Las Vegas encompasses 100 square miles in Clark County with a population of approximately 235,000. The city is less than 50% built out with a large quantity of undeveloped land. Its population nearly doubled since 2000, but growth slowed with the 2008-2010 housing and economic downturn. The city and region's economy were among the hardest hit in the U.S. by the collapse of the housing market, with a combined loss of 56% of taxable assessed valuation (TAV). While TAV has rebounded to some extent, Fitch is concerned that long-term economic growth will remain weak. The regional economy is dominated by tourism and gaming, both of which experienced significant revenue and employment declines but are stabilizing. Revenue Framework: 'bb' factor assessment The city's revenue trend has been negative and its ability to increase revenues is extremely limited. Expenditure Framework: 'bb' factor assessment The pace of spending is expected to be above that of revenue growth and the city's ability to cut spending is very restricted. Long-Term Liability Burden: 'aa' factor assessment The long-term liability burden is moderate as a percentage of total personal income. Operating Performance: 'bb' factor assessment The city's gap-closing ability is very limited given its restricted budget flexibility. Budget management is poor due to a chronic structural imbalance and unsustainable staffing levels. RATING SENSITIVITIES TRANSFER REDUCTION: Positive rating action could result if the city is able to gain legislative approval of an extension to the deadline for elimination of large utility transfers to support operations (currently fiscal 2021). LIMITED FINANCIAL RESILIENCE: Fitch believes the city is vulnerable to severe financial stress in an economic downturn given its low level of financial flexibility. CREDIT PROFILE The city's tax base has rebounded a significant 52% since bottoming out during the great recession but remains about two-thirds of the 2009 peak. Despite recent increases, home prices are still more than 30% below their 2006 peak. The city and regional economies are concentrated in gaming; most major employers and taxpayers are hotel/casinos. Employment in the city experienced a steep decline in 2010 but has since more than recovered the jobs lost. The city's unemployment rate has historically tracked above the county, state, and nation. Median household income is slightly above the state and slightly below the nation, but per capita income is 77% that of the state and 67% that of the nation. Several large developments have remained in the planning stages for years including Park Highlands, a planned community with a population of about 36,000 at build-out. The city's development focus is reportedly on its Apex Industrial Park located on I-15 and the Northern Beltway commercial area located at the intersection of I-15 and the Clark County 215 Beltway. The state provided tax incentives to tenants including Hyperloop One and Faraday Future, which has recently scaled back the size of its planned electric car production plant. The city is working to extend utilities to Apex and sewer and transportation infrastructure to the Northern Beltway. Management expects both projects to generate considerable tax base growth in future years. Revenue Framework The city's largest source of revenues are consolidated taxes (C-tax), which account for more than 40% of general fund revenues. C-taxes are primarily sales taxes which are collected at the state level and distributed to localities based upon a formula that takes into account a base allocation, population, and assessed (AV) value. A decline in property taxes to 7% of general fund revenues from 23% in fiscal 2008 reflects declines in AV and property tax abatement as well as an accounting change that moved public safety tax overrides out of the general fund. A statutory provision signed into law in 2005 provides a partial abatement of property taxes by applying a cap on the tax bill. The intent was to provide tax relief when property values were accelerating at a swift pace prior to the downturn. There is some discussion in the state legislature about modifying the caps to allow municipalities to recapture some of the abated AV, but no action has been taken. The general fund revenue 10-year compound average growth rate ending fiscal 2015 was -1.6%. Revenues have increased the past three years, but fiscal 2016 revenues remained approximately 32% below those for fiscal 2008 also reflecting in part the accounting change previously mentioned. The city's ability to raise revenue is extremely limited. State law caps combined property taxes rates at $3.64 per $100 of AV, and tax bills cannot exceed 3% for residential properties and 8% for commercial. Although the city has a modest amount of room under the tax cap, raising the rate to the maximum allowed under state law would generate only about $1 million in revenues given abatement provisions. Expenditure Framework Public safety makes up more than two-thirds of general fund expenditures. Given the severity of spending cuts made during and after the great recession, the city has virtually no ability to make additional cuts of any magnitude. The pace of spending is well above that of revenues, particularly given the required elimination of the $23 million utility transfer, equal to about 17% of revenues and transfers, over the next few years. The current employee count stands at less than one-half of its peak prior to the recession, and management reports that the city's current staffing level is insufficient to provide adequate services over the long term. Fiscal 2016 spending was 36% lower than the fiscal 2009 peak. Carrying costs including debt, pension and retiree healthcare contributions made up a moderate 18.5% of fiscal 2016 governmental spending. The city's history of contentious labor relations includes attempts to suspend labor contracts via a declaration of state of emergency under Nevada Revised Statue (NRS) 288.15 after failing to obtain labor concessions during severe economic distress in 2013 and 2014. Following the governor's intervention in negotiations and a January 2014 judgment against the city regarding the use of the emergency declaration to suspend labor contracts, the city reached settlements with labor unions in spring 2014. The city was able to pass the fiscal 2015 and 2016 budgets due to temporary budgetary relief resulting from the union's agreement to defer drawing on compensated absences in fiscal 2015, as well as delayed hiring and departmental budget cuts. Currently, the city has two-year contracts with its bargaining units, all of which expire at fiscal 2018 year-end except the firefighter agreement which expires at fiscal 2017 year-end. These contracts include various merit and other pay increases which have added $5 million in recurring expenses to the budget. The city has primarily offset these costs with outsourcing of various functions including detention, human resources and crossing guards. Long-Term Liability Burden The city's long-term liabilities are moderate, with total debt and pensions equal to 12.3% of total personal income. Amortization is very slow with just 35% of principal retired within 10 years. The city participates in Public Employees' Retirement System of Nevada (PERS), which has an estimated ratio of assets to liabilities of 67.7% using a Fitch-adjusted 7% discount rate. The city makes its annual required statutorily determined pension contributions. The city's liability related to other post-employment benefits (OPEBs) is approximately $33 million, equal to about 0.4% of personal income. Operating Performance The city's financial resilience is poor, given very high historical revenue volatility, which is likely somewhat overstated due to accounting changes, and minimal budget flexibility. As such, it is likely to experience fiscal distress in a moderate economic downturn. The city has not addressed its considerable budgetary structural imbalance and has deferred capital spending in a number of areas, including vehicle replacement. Management has not developed a plan to pare down the general fund's significant dependence on utility transfers as required by state law by fiscal 2021. The city is hopeful that a change in law to allow a more gradual decline in the transfer over 30 years, combined with future revenue growth the city anticipates from the development of the Apex Industrial Park and Northern Beltway commercial area, will eventually result in structural balance. However, no legislative action has been taken to date. NOVITEX ACQUISITION: S&P Puts 'B' CCR on CreditWatch Positive ------------------------------------------------------------- S&P Global Ratings placed its 'B' corporate credit rating on Stamford, Conn.-based Novitex Acquisition LLC on CreditWatch with positive implications. S&P is affirming the 'B' issue-level rating on the company's existing first-lien credit debt. The recovery rating is unchanged at '3', indicating S&P's expectation for meaningful (50%-70%; rounded estimate 50%) recovery in the event of a payment default. S&P is also affirming the 'CCC+' rating on the company's second-lien debt. The recovery rating is '6', indicating S&P's expectation for negligible (0%-10%; rounded estimate 0%) recovery in the event of a payment default. The CreditWatch placement follows the announcement of a proposed merger of SourceHOV and Quinpario with Novitex. The transaction will be funded through a combination of new debt financing, cash from Quinpario, rollover equity from the existing sponsors, and balance-sheet cash at both companies. "We expect that Novitex's existing debt will be repaid when the transaction closes due to a change-of-control provision in the credit agreement in the event the company is acquired," said S&P Global Ratings credit analyst Geoffrey Wilson. "As a result, we are not placing our issue-level ratings on the company's debt on CreditWatch," Mr. Wilson added. OCH-ZIFF CAPITAL: Fitch Lowers Long-term IDRs to BB- ---------------------------------------------------- Fitch Ratings has downgraded the Long-term Issuer Default Ratings (IDRs) of Och-Ziff Capital Management Group LLC and its related entities to 'BB-' from 'BB+' following the company's release of fourth quarter 2016 (4Q16) earnings and 2017 guidance. The ratings remain on Rating Watch Negative (RWN). KEY RATING DRIVERS IDR AND SENIOR UNSECURED DEBT The downgrades reflect OZM's significantly lower management fee earnings generation capacity and the resultant impacts on cash flow leverage and interest coverage ratios. Specifically, based on OZM's updated public guidance with respect to base salaries, bonus expense and non-compensation expenses for 2017, leverage is expected to be in excess of 5x and interest coverage is expected to remain near or below 3x, absent a material change in assets under management (AUM) and/or fee rates. The maintenance of the RWN continues to reflect the heightened probability of potential further negative rating action in the near term if AUM outflows accelerate or financial metrics materially weaken relative to current expectations. Fitch believes OZM's asset flows or fees could potentially be pressured by broader performance challenges facing the hedge fund industry, further investor reaction to OZM's $400 million Foreign Corrupt Practices Act (FCPA) settlement in September 2016, or some combination of the two dynamics. In its analysis of OZM, Fitch primarily relies on the company's non-GAAP reporting of economic income. Fitch takes a corporate approach, in which the focus is on debt service coverage and cash flow leverage rather than a balance sheet analysis. Fitch uses fee-related earnings before interest, taxes, depreciation and amortization (FEBITDA) as a proxy for cash flow in its review of OZM's debt service, which consists of management fees, less compensation expenses (including salary and bonuses equal to approximately 25% of management fees), excluding incentive income, less operating expenses, plus depreciation and amortization. In its most recent earnings release, OZM noted that in 2017, base salaries and benefits are expected to range between $100 million and $105 million, bonus expense is expected to range between $18 million and $20 million per quarter (subject to a true-up in the fourth quarter depending on the magnitude of incentive income generation), and non-compensation expenses, including interest expense, are expected to range between $140 million and $155 million. Based on these expense expectations, the Fitch-calculated FEBITDA margin is expected to be between 13.5% and 21.5% in 2017, generally in line with Fitch's 'bb' category quantitative earnings benchmark of 10% to 20%. Pro forma margins are down from reported margins of 21.8% in 2016 and OZM's longer-term historical range of 35%-45%. OZM's pro forma debt/FEBITDA, taking into account the 2017 expense guidance and the announced 1Q17 repayment of the revolver, is expected to range from 6.0x to 9.6x, consistent with Fitch's 'b' category quantitative leverage benchmark of greater than 5x. Pro forma leverage is up from 5.2x in 2016 and OZM's longer-term historical range of 1.5x to 2.5x. OZM's pro forma FEBITDA/interest expense, taking into account the 2017 expense guidance and the announced 1Q17 repayment of the revolver, is expected to range from 2.4x to 3.9x, which straddles Fitch's 'bb' and 'b' category quantitative coverage benchmarks of 3x-6x and less than 3x, respectively. Pro forma FEBITDA/interest expense is down from 4.6x at year-end 2016 and OZM's longer-term historical range of 9x to 30x. Ratings remain supported by the company's long-term performance track record, particularly in its core multi-strategy hedge fund business; adequate leverage, interest coverage and core profitability relative to ratings; and a seasoned management team. Fitch also continues to view the $400 million partner capital contribution in the form of preferred securities and the expected paydown of the revolving credit facility as important mitigants. Per Fitch's 'Criteria for Rating Non-Financial Corporates', dated Sept. 27, 2016, the partner capital contribution is treated as a shareholder loan. This reflects the strong alignment of interests between the preferred unitholders and common shareholders given significant cross-ownership and the limited likelihood that preferred unitholders would exercise the available contractual rights and remedies to the detriment of common shareholders or the institution more broadly. As such, Fitch does not treat the preferred securities as debt obligations of OZM. Key rating constraints beyond those articulated in the context of the rating downgrade and RWN include the elevated level of market risk due to the meaningful amount of net asset value (NAV)-based management fees; key man risk associated with the firm's founder and CEO, Daniel Och; and less diversified, albeit improving AUM relative to higher-rated alternative investment manager peers. Fitch also notes that reduced investor appetite for hedge funds as an asset class, combined with challenged performance relative to benchmarks, has pressured fund flows and fees for the hedge fund industry as a whole. OZM is a publicly traded holding company, and its primary assets are ownership interests in the operating group entities (OZ Management LP, OZ Advisors LP and OZ Advisors II LP), which earn management and incentive fees and are indirectly held through two intermediate holding companies. OZM conducts substantially all of its business through the operating group entities. Och-Ziff Finance Co. LLC serves as the debt-issuing entity for OZM's unsecured debt issuance, and benefits from joint and several guarantees from the management and incentive fee-generating operating group entities. Fitch's analysis of the unsecured debt relies on the joint and several guarantees provided by the operating group entities. The IDRs assigned to OZ Management LP, OZ Advisors LP, and OZ Advisors II LP are equalized with the ratings assigned to OZM, reflecting the joint and several guarantees among the entities. The senior unsecured debt is equalized with OZM's IDR reflecting the expectation of average recovery prospects for the instrument. RATING SENSITIVITIES IDR AND SENIOR UNSECURED DEBT Ratings could be downgraded if the residual effects of the settlement and/or investment underperformance result in material AUM outflows over the next three to six months. More specifically, outflows, fee pressure and/or the inability to meaningfully reduce expenses which translate into sustained leverage above 5x, interest coverage below 3x or materially reduced liquidity resources could contribute to negative rating action. Ratings may also be downgraded if fundraising capability is materially impaired or Fitch believes the franchise has experienced permanent reputational damage. OZM's ratings also continue to remain sensitive to a key man event with respect to Daniel Och. Fitch could remove the ratings from RWN and assign a Negative Outlook if the financial impacts, AUM outflows, fundraising capabilities, and/or franchise damage are deemed to be manageable in the context of OZM's financial profile. A stabilization of OZM's investment performance would also contribute to a removal from RWN and assignment of a Negative Outlook. Thereafter, a revision of the Outlook to Stable would be conditioned upon maintenance of investment performance and fee generation along with a stabilizing expense base. Positive ratings momentum is viewed as unlikely over the outlook horizon, but thereafter, could be driven by sustained leverage and interest coverage levels on a sustained basis to below 5x and above 3x, respectively. The senior unsecured debt rating is equalized with OZM's IDR and, therefore, would be expected to move in tandem with any changes to OZM's IDR. Were OZM to incur material secured debt, this could result in the unsecured debt being rated below OZM's IDR. Ratings are also sensitive to a change in the ownership of the preferred securities or a material reduction in common stock ownership by the preferred unitholders, either of which would eliminate the current alignment of interests between the investor classes. Under such a scenario, Fitch would treat the full notional amount of the preferred securities as debt, reflecting the cumulative nature of the instrument's dividends and change of control provisions, with interest rate step-ups and mandatory redemption terms. Such treatment, which would be consistent with Fitch's 'Treatment and Notching of Hybrids in Non-Financial Corporate and REIT Credit Analysis' dated February 2016, would likely have a material adverse impact on OZM's leverage and ratings. Fitch has downgraded the following ratings: Och-Ziff Capital Management Group LLC OZ Management LP OZ Advisors LP OZ Advisors II LP -- Long-Term IDRs to 'BB-' from 'BB+'. Och-Ziff Finance Co. LLC -- Long-Term IDR to 'BB-' from 'BB+'; -- $400 million senior unsecured debt to 'BB-' from 'BB+'. The ratings remain on Negative Watch. ONCOLOGY INSTITUTE: Taps Luis Cruz Lopez as Accountant ------------------------------------------------------ Oncology Institute of Puerto Rico P.S.C. seeks approval from the U.S. Bankruptcy Court in Puerto Rico to hire an accountant. The Debtor proposes to hire Luis Cruz Lopez, a certified public accountant, to supervise its accounting affairs, assist in the preparation of its monthly operating reports and income tax returns, and prepare financial projections and analysis required for the formulation of a bankruptcy plan. Mr. Lopez will charge an hourly rate of $150 and will receive reimbursement for work-related expenses. Staff accountants will charge $75 per hour. In a court filing, Mr. Lopez disclosed that he is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Mr. Lopez maintains an office at: Luis Cruz Lopez 172 La Coruna Street Ciudad Jardin Caguas, Puerto Rico Phone: (787) 703-2552 Phone: (787) 747-0620 Email: cpalcruz@gmail.com About Oncology Institute of Puerto Rico Oncology Institute of Puerto Rico, P.S.C., a health care business, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. P.R. Case No. 17-00212) on January 18, 2017. Nilda Gonzalez-Cordero, Esq., serves as the Debtor's bankruptcy counsel. At the time of the filing, the Debtor estimated assets and liabilities of less than $500,000. ORANGE PEEL: Court Extends Plan Filing Deadline Until April 7 ------------------------------------------------------------- Judge Erik P. Kimball of the U.S. Bankruptcy Court for the Southern District of Florida extended the exclusive periods within which Orange Peel Enterprises, Inc. has the exclusive right to file a plan and disclosure statement, and solicit acceptances to a plan, through April 7, 2017 and June 5, 2017, respectively. The Troubled Company Reporter had earlier reported that the Debtor requested the Court to extend the exclusive periods because of the February 22 auction, which the Debtor considered as a substantial unresolved contingency that will directly impact the formulation of a plan. The Debtor related that by prior Order, the Court extended the plan deadline to February 6, 2017, as well as the plan solicitation period to April 6, 2017. Subsequently, on February 3, the Court had also entered an interim order granting the Debtor's Sale Motion and scheduling an auction of substantially all of the Debtor's assets for February 22, 2017. About Orange Peel Enterprises Orange Peel Enterprises, Inc., d/b/a GREENS+, based in Vero Beach, Fla., filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 16-21023) on August 9, 2016. The petition was signed by Jude A. Deauville, CEO. The Hon. Erik P. Kimball presides over the case. Bradley S. Shraiberg, Esq., at Shraiberg Ferrara Landau & Page PA, as bankruptcy counsel. In its petition, the Debtor estimated $1 million to $10 million in assets and $100 million to $500 million in liabilities. The Office of the U.S. Trustee on Sept. 23, 2016, disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Orange Peel Enterprises, Inc. OUTER HARBOR: Must Face $13M Damage Claim for Breaching Pact ------------------------------------------------------------ Jeff Montgomery, writing for Bankruptcy Law360, reports that the Hon. Laurie Selber Silverstein of the U.S. Bankruptcy Court for the District of Delaware ruled on Feb. 21 that Outer Harbor Terminal, LLC, must face a $13 million-plus bankruptcy court damages claim by K-Line for breaching a contract at the Port of Oakland, California. Law360 relates that Judge Silverstein found that the Debtor might have publicly telegraphed its intent to cut off services before it sought Chapter 11, potentially breaking California law governing damages for anticipatory breaches or repudiation of contracts. About Outer Harbor Terminal Outer Harbor Terminal, LLC -- aka Ports America Outer Terminal, LLC, PAOH, and PAOHT -- is an Oakland, California-based port operator. It is a joint venture between Ports America and Terminal Investment Ltd. Outer Harbor is winding down operations. Ports America is leaving Oakland to concentrate its investments in other terminals that the company operates in Tacoma, Los Angeles-Long Beach, New York-New Jersey and Baltimore. Oakland, California-based port operator Outer Harbor Terminal, LLC filed for Chapter 11 protection (Bankr. D. Del. Case No. 16-10283) on Feb. 1, 2016. The petition was signed by Heather Stack, chief financial officer. The case is assigned to Judge Laurie Selber Silverstein. The Debtor disclosed $103 million in assets and $370 million in debt. Milbank, Tweed, Hadley & Mccloy LLP is the Debtor's general counsel. Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., serves as its Delaware counsel. Prime Clerk LLC is the claims and noticing agent. The U.S. Trustee for Region 3 has appointed three creditors to serve in the Debtor's official committee of unsecured creditors. Brinkman Portillo Ronk, APC, and Rosner Law Group LLC represent the Committee. PACIFIC DRILLING: Reports $43 Million Net Loss for Fourth Quarter ----------------------------------------------------------------- Pacific Drilling S.A. reported a net loss for fourth-quarter 2016 of $43 million or $2.03 per diluted share, compared to net income for third-quarter 2016 of $0.2 million or $0.01 per diluted share. Net loss for fourth-quarter 2015 was $13.6 million or $0.64 per diluted share. Net loss for full-year 2016 was $37.2 million or $1.76 per diluted share, compared to net income for full-year 2015 of $126.2 million or $5.97 per diluted share. CEO Chris Beckett said, "Our revenue efficiency and cost management in Q4 continued to prove the strength of our organization and dedication of our entire team to preserving the long-term value of the business. In 2016 we delivered an EBITDA margin of almost 54% while ensuring our idle rigs are maintained in ready to drill status with all maintenance and class surveys up to date." Mr. Beckett continued, "The market continues to develop as we have previously forecast, with the first signs of improving demand that we believe will lead to an eventual dayrate recovery in 2019. In the meantime, we continue to focus on maintaining our operating platform and asset quality, while progressing the discussions with all our stakeholders to ensure the necessary financial flexibility to benefit from the anticipated recovery." Fourth-Quarter and Full-Year 2016 Operational and Financial Commentary Contract drilling revenue for fourth-quarter 2016 was $178.0 million, which included $29.4 million of deferred revenue amortization, compared to contract drilling revenue of $182.4 million for third-quarter 2016, which included $12.3 million of deferred revenue amortization. On Dec. 9, 2016, the contract with Chevron was amended to change the contract end date for the Pacific Santa Ana from April 28, 2017, to Jan. 31, 2017, in exchange for a fee of $35.2 million. This fee was recognized ratably over the remaining term of the amended contract, and accounts for the majority of the deferred revenue increase from third-quarter 2016 to fourth-quarter 2016. On Dec. 17, 2016, the Pacific Scirocco completed all contractual obligations for Total, which resulted in recognizing revenue at 80% of its operating dayrate of $489,000 for the remaining contractual days. Revenues for fourth-quarter 2016 also benefited from an overall improved revenue efficiency performance of 2.2% during the quarter. These revenue increases were offset by the completion of the Pacific Bora contract on Sept. 27, 2016. Contract drilling revenue for the year ended Dec. 31, 2016, was $769.5 million, including $67.1 million of deferred revenue amortization, as compared to contract drilling revenue of $1,085.1 million, including $86.3 million of deferred revenue amortization, for the year ended Dec. 31, 2015. Operating expenses for fourth-quarter 2016 were $66.5 million as compared to $68.5 million for third-quarter 2016. Operating expenses for fourth-quarter 2016 included $4.1 million in amortization of deferred costs, $3.4 million in reimbursable expenses, and $7.2 million in shore-based and other support costs. Direct rig-related daily operating expenses for our three operating rigs, excluding reimbursable costs, averaged $128,900 in fourth-quarter 2016, as compared to $130,600 for third-quarter 2016. Direct rig-related daily operating expenses for the Pacific Bora, while on standby, averaged $88,000 in fourth-quarter 2016. Direct rig-related daily operating expenses for our three idle rigs averaged $27,800 for fourth-quarter 2016, as compared to $32,800 for third-quarter 2016. The reduction in operating costs for our operating and idle rigs is primarily due to continued fleet-wide cost saving measures. Operating expenses for full-year 2016 were $290.0 million as compared to $431.3 million for full-year 2015. In 2016, operating expenses included $13.9 million in amortization of deferred costs, $18.4 million in reimbursable expenses, and $28.8 million in shore-based and other support costs. The decrease in operating expenses was primarily the result of lower utilization of our fleet and fleet-wide cost saving measures. General and administrative expenses for fourth-quarter 2016 were $18.9 million as compared to $15.2 million for third-quarter 2016. This increase in general and administrative expenses primarily resulted from legal costs associated with the arbitration proceeding and patent litigation, and legal and financial advisory fees related to its on-going debt restructuring efforts rising from $4.2 million for third-quarter 2016 to $7.1 million for fourth-quarter 2016. Such legal and advisory expenses are not expected to continue beyond the resolution of the underlying matters. General and administrative expenses for full-year 2016 were $63.4 million, as compared to $55.5 million for full-year 2015. Net of the legal costs associated with the arbitration proceeding and patent litigation, and legal and advisory expenses related to our on-going debt restructuring efforts ($16.9 million for the full year 2016 versus $2.4 million for the full year 2015), our corporate overhead decreased by $6.7 million year-over-year as a result of our cost saving measures. EBITDA for fourth-quarter 2016 was $92.9 million, compared to adjusted EBITDA of $98.1 million in the prior quarter. Adjusted EBITDA for full-year 2016 was $413.7 million, compared to adjusted EBITDA of $595.1 million for full-year 2015. Adjusted EBITDA margin for full-year 2016 was 53.8 percent, as compared to adjusted EBITDA margin of 54.8 percent for full-year 2015. A reconciliation of EBITDA and adjusted EBITDA to net income is included in the accompanying schedules to this release. Interest expense for fourth-quarter 2016 was $51.5 million, as compared to $45.9 million for third-quarter 2016, primarily due to the drawdown of the remaining availability under our 2013 revolving credit facility. Interest expense for full-year 2016 was $189.0 million, as compared to $156.4 million for full-year 2015, primarily due to a reduction in capitalized interest on the Pacific Meltem and the Pacific Zonda. Income tax expense for fourth-quarter 2016 was $14.5 million, as compared to $4.3 million for third-quarter 2016, primarily as a result of the application of quarterly tax accounting required under U.S. GAAP. The full year 2016 tax as a percentage of revenue was in-line with the Company's expectations at 2.9%. Liquidity and Capital Expenditures For full-year 2016, cash flow from operations was $249.1 million. Cash balances, including $40.2 million in restricted cash, totaled $626.2 million as of Dec.r 31, 2016, and total outstanding debt was $3.15 billion. Subsequent to year-end 2016, the 2013 revolving credit facility and senior secured credit facility were amended to waive the leverage ratio covenant and modify the net debt per rig covenant for the quarters ending March 31, 2017, and June 30, 2017m under both facilities, and to waive the loan to value covenant on the next valuation date of June 30, 2017 under the SSCF. In consideration, the Company permanently repaid $25 million under the RCF, and applied $31.7 million of cash collateral already pledged to the SSCF lenders in August 2016 against the next principal installments due under this facility in May 2017. The amendment to the RCF also restricts the company's ability to grant additional liens, to refinance certain existing indebtedness, and to change certain terms of existing debt during the waiver period. Concurrently with the execution of the amendments, in accordance with our obligation to maintain the loan to rig value covenant in the SSCF at the required level as at December 31, 2016, we made a $76 million prepayment of this facility. Based on the Company's current estimates and expectations for dayrates and new contracts in 2017, it does not currently expect to remain in compliance with the maximum leverage ratio covenant in the RCF and SSCF as of the end of the third quarter of 2017 unless those requirements are waived or amended. CFO Paul Reese commented, "Given the difficult market circumstances, we are very pleased to have secured these waivers and amendments from a supportive bank group. Although there is still much work to be done, we believe this should provide us sufficient time to come to an agreement with all our stakeholders regarding an appropriate capital structure for the company. We continue to engage with our bank lenders and noteholders to arrange a capital structure that will allow for sufficient liquidity and flexibility to operate our business effectively through this challenging market." Investor Toolkit Updated schedules of expected amortization of deferred revenue, depreciation and interest expense for the Company's existing financing are available in the "Quarterly and Annual Results" subsection of the "Investor Relations" section of its website, www.pacificdrilling.com. A full-text copy of the press release is available for free at: https://is.gd/WQbyFI About Pacific Drilling Based in Luxembourg, Pacific Drilling S.A. (NYSE:PACD) is an international offshore drilling contractor. The Company's primary business is to contract its high-specification rigs, related equipment and work crews, primarily on a day rate basis, to drill wells for its clients. The Company's contract drillships operate in the deepwater regions of the United States, Gulf of Mexico and Nigeria. Pacific Drilling reported net income of $126.2 million in 2015, net income of $188.3 million in 2014 and net income of $25.50 million in 2013. * * * In October 2016, Moody's Investors Service downgraded Pacific Drilling's Corporate Family Rating to 'Caa3' from 'Caa2' and Probability of Default Rating (PDR) to 'Caa3-PD' from 'Caa2-PD'. "PacDrilling's ratings downgrade reflects our extremely negative view of the offshore drilling sector with no near term signs of improvement. Depressed prices for the offshore drillships offers weak asset coverage for PacDrilling's overall debt. With no material signs of improving contract coverage or utilization for PacDrilling's drillships, cashflow through 2017 will be severely impacted resulting in an unsustainable capital structure," said Sreedhar Kona, Moody's senior analyst. In November 2016, S&P Global Ratings lowered its corporate credit rating on Pacific Drilling S.A. to 'CCC-' from 'CCC+'. "The downgrade reflects our expectation of limited activity in deep- water offshore drilling due to continued low oil prices, and the negative impact on Pacific Drilling's expected cash flows to support high debt levels and upcoming maturities," said S&P Global Ratings credit analyst Michael Tsai. PAR TWO INVESTORS: April 5 Plan Confirmation Hearing ---------------------------------------------------- The Hon. Austin E. Carter of the U.S. Bankruptcy Court for the Middle District of Georgia has conditionally approved Par Two Investors, Inc.'s disclosure statement filed on Feb. 15, 2017, with respect to the Chapter 11 plan filed on Feb. 15, 2017. A hearing to consider the final approval of the Disclosure Statement and to confirm the Plan will be held on April 5, 2017, at 2:00 p.m. ET. March 31, 2017, is the last day for filing and serving written objections to the Disclosure Statement and confirmation of the Plan. March 31, 2017, is also the last day for filing written acceptances or rejections of the Plan. About Par Two Investors Par Two Investors, Inc., is in the business of property management relating to numerous parcels of land as well as mobile homes that it offers for rent in Lee County, Georgia. Par Two Investors sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Ga. Case No. 16-11120) on Sept. 15, 2016. The petition was signed by George Shane Brinson, officer. The Debtor is represented by Kenneth W. Revell, Esq. at Zalkin Revell, PLLC. At the time of the filing, the Debtor disclosed $1.01 million in assets and $1.34 million in liabilities. A significant portion of Par Two's real and personal property assets are subject to certain promissory notes and commercial security interests executed by the Debtor in favor of Synovus Bank, which asserts that the amount owed to Synovus Bank as of the Petition Date is $1,232,085. PARAMOUNT RESOURCES: S&P Affirms 'B-' CCR; Outlook Stable --------------------------------------------------------- S&P Global Ratings affirmed its 'B-' long-term corporate credit rating on Calgary, Alta.-based Paramount Resources Ltd. The outlook is stable. "The rating reflects our opinion of the company's regionally focused upstream operations, the reduced daily production and proved developed reserves following the asset sales during 2016, and its below-average profitability profile," said S&P Global Ratings credit analyst Wendell Sacramoni. Paramount's use of sale proceeds to eliminate debt has materially improved its cash flow and leverage metrics; however, S&P Global Ratings believes the company's overall financial risk profile remains vulnerable to unanticipated industry shocks, because its small scale and reduced near-term cash flow generation provide little financial cushion to absorb adverse market events. S&P views Paramount's 2016 year-end proved reserves of 157 billion cubic feet equivalent (cfe) and average daily production in 2016 of 191 million cfe as relatively small. In addition, the company's low proved developed ratio wakens its competitive position due to the financial and operational risks associated with converting these reserves to production and cash flow. S&P assesses Paramount's profitability using unit EBIT, which is currently below average compared with those of its peers because its finding, exploration, and development expenses all negatively affect its unit cost profile. The sales of midstream assets and the reduced scale also contributed to the company's unit cost per barrel deterioration compared with our previous expectations. S&P expects some improvements due to the Karr-Gold Creek expansion in 2017 and additional production in the other basins from 2018 on. Paramount's financial risk profile reflects S&P's estimates of material improvement on leverage and credit metrics following the repayment of outstanding debt in December 2016. However, S&P believes its credit metrics remain vulnerable to unanticipated industry shocks due to its reduced scale and lack of benefits from midstream and downstream assets integration, which supports S&P's cash-flow volatility adjustment to the company's financial risk profile. The stable outlook reflects S&P's view that Paramount will achieve its production targets over the next 12 months. With no balance-sheet debt, full availability under its revolver and cash on hand, the company has sufficient sources of liquidity to fund its planned expansion of Karr-Gold creek in 2017, in S&P's opinion. S&P could consider a negative rating action during its 12-month outlook period if Paramount cannot meet its production targets such that FFO generation is expected to return to and remain negative, resulting in an unsustainable capital structure. Existing cash balances should fund S&P's estimated negative free operating cash flow forecast during the outlook period, thereby keeping cash flow and leverage metrics at stronger levels than those of its 'B' category rating peers. Therefore, a positive rating action would only occur if the company materially strengthens its business risk profile. Specifically, a positive rating action could occur if Paramount were to achieve meaningfully higher reserves and production, increases its geographic diversification, and improve its vertical integration. PDC ENERGY: Moody's Changes Outlook to Pos. & Affirms B1 CFR ------------------------------------------------------------ Moody's Investors Service revised PDC Energy's rating outlook to positive from stable. At the same time, Moody's affirmed PDC's B1 Corporate Family Rating (CFR), B1-PD Probability of Default Rating (PDR), B2 senior unsecured rating, and its SGL-2 The Speculative Grade Liquidity (SGL) Rating. "The change in outlook to positive reflects Moody's views that PDC will continue to demonstrate strong capital efficiency and cash flow based leverage metrics relative to its peers as it develops its newly acquired Permian acreage," said Arvinder Saluja, Moody's Vice President and Senior Analyst. "Should the company successfully execute on developing its Permian acreage, the more diversified production and reserve base would be supportive of a higher rating." Affirmations: Issuer: PDC Energy -- Corporate Family Rating, Affirmed B1 -- Probability of Default Rating, Affirmed B1-PD -- Speculative Grade Liquidity Rating, Affirmed SGL-2 -- Senior Unsecured Conv./Exch. Bond/Debenture, Affirmed B2 (LGD4) -- Senior Unsecured Regular Bond/Debenture, Affirmed B2 (LGD4) Outlook Actions: Issuer: PDC Energy -- Outlook, Changed To Positive From Stable RATINGS RATIONALE PDC's B1 Corporate Family Rating (CFR) reflects Moody's expectation that PDC will continue to prudently improve its production and reserve base scale. Moody's expects PDC to have strong credit metrics and good liquidity. PDC has few drilling requirements and low sustaining capital expenditures for its Wattenberg acreage, and will benefit from good hedging in 2017 and moderate hedging in 2018. The CFR also reflects its moderate finding and development (F&D) costs, good returns, a large drilling inventory, considerable flexibility with the size of its capital expenditure program, and the growth in its liquids production. PDC's rating is constrained by its primary production concentration in one basin, the Wattenberg Field of the Rocky Mountain region, as the newly acquired Permian acreage needs considerable development initially and the inherent execution risk that entering a new basin entails for all E&P companies. The rating is further constrained by Moody's expectations that the company will outspend cash flow through 2018 in order to fund the development of its Permian acreage, although Moody's expects that the company will fund most of the outspend in 2017 with balance sheet cash. Additionally, PDC has a comparatively large ratio of proved undeveloped reserves (PUDs) relative to its total proved developed reserves compared to its peers, historically around 70% of total reserves, which will require high capital spending to develop in the future. Even though its expansion into the liquids-rich window of the Utica Shale could improve diversification over time and increase liquids production, Moody's expects PDC to have little Utica drilling activity in 2017 due to weak NGL prices. The outlook is positive given Moody's expectation that the company will continue to maintain strong cash flow based leverage metrics and capital efficiency metrics as it develops its Permian acreage. The company's ratings could be upgraded should the company successfully execute on further diversifying its production by developing its Delaware Basin acreage in the Permian while comfortably maintaining RCF to debt around 40% and LFCR above 1.5x. The company's ratings could be downgraded if RCF to debt falls below 15%, or should capital productivity decline to the extent that PDC's leveraged full-cycle ratio falls below 1.0x. PDC's SGL-2 rating reflects good liquidity. As of 30 September 2016, the company had full availability under its $700 million secured borrowing base revolving credit facility net of $12 million letters of credit, and approximately $1.2 billion of cash bolstered by the equity and debt issuances in the third quarter to prefund the Delaware acquisition. PDC's commitment level under its revolver due May 2020 was increased to $700 million from $450 million in September 2016. Moody's expects that the company ended 2016 with roughly $200 million in cash after paying for the acquisition with capital market issuances and equity to seller. Revolver covenants include a current ratio of at least 1.0x and a Debt / EBITDAX ratio of no more than 4.0x. Moody's expects the company to maintain comfortable cushion to the covenants at least through 2017. Substantially all of PDC's assets are pledged as security under the credit facility, which limits the extent to which asset sales could provide a source of additional liquidity, if needed. The $500 million 7.75% senior unsecured notes due 2022 and the $400 million senior unsecured notes due 2024 are rated B2, one notch below the CFR, reflecting the effective subordination to the borrowing base revolving credit facility (unrated) due 2020. The revolver is secured by a pledge of substantially all assets of the company and ranks ahead of the senior notes. The $200 million 1.125% convertible notes due 2021 are rated B2, as they rank equal in right of payment to the 7.75% senior notes. The B1-PD Probability of Default Rating (PDR) is in line with the Corporate Family Rating given the bank and bond debt mix and Moody's expectations for an average recovery in a distressed scenario. The principal methodology used in these ratings was Global Independent Exploration and Production Industry published in December 2011. PDC Energy (PDC) is an independent North American exploration and production (E&P) company with average daily production of 57,600 barrels of oil equivalent per day (boe/d) at September 30, 2016 and total proved and probable reserves of 341 mmboe as of year-end 2016. PET EXPRESS USA: Seeks to Hire Landrau Rivera as Legal Counsel -------------------------------------------------------------- Pet Express USA Corp. seeks approval from the U.S. Bankruptcy Court in Puerto Rico to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire Landrau Rivera & Assoc. to give legal advice regarding its duties under the Bankruptcy Code, negotiate with creditors on the formulation of a bankruptcy plan, and provide other legal services. The hourly rates charged by the firm are: Noemi Landrau Rivera $200 Josue Landrau Rivera $175 Legal/Financial Assistants $75 Noemi Landrau Rivera, Esq., disclosed in a court filing that all members of the firm are "disinterested persons" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Noemi Landrau Rivera, Esq. Landrau Rivera & Assoc. P.O. Box 270219 San Juan, PR 00928 Tel: (787) 774-0224 Fax: (787) 793-1004 Email: nlandrau@landraulaw.com About Pet Express USA Corp. Pet Express USA Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. P.R. Case No. 17-00914) on February 13, 2017. The case is assigned to Judge Edward A. Godoy. At the time of the filing, the Debtor estimated assets and liabilities of less than $50,000. POST EAST: Allowed to Use Connect REO Cash Collateral Thru April 30 ------------------------------------------------------------------- Judge Ann M. Nevins of the U.S. Bankruptcy Court for the District of Connecticut authorized Post East, LLC to use cash collateral in which Connect REO, LLC, asserts secured interests for the period from March 1, 2017, through April 30, 2017. The Debtor was authorized to use rentals or other funds that may constitute cash collateral up to the total amount of expenses projected to be $11,258 for February and $11,258 for March in accordance with the Budget. The Budget includes two monthly adequate protection payments of $6,500 each payable to Connect REO, LLC. Connect REO, LLC was granted secured interests in all post-petition rents and leases as the same may be generated, which will be subordinate to all Chapter 11 quarterly fees. A continued hearing on use of cash collateral will be held on April 26, 2017 at 11:00 a.m. A full-text copy of the Fifth Order, dated February 21, 2017, is available at https://is.gd/pTLFCb About Post East LLC Post East, LLC, owns real estate at 740-748 Post Road East, Westport, Connecticut. The property is a commercial real estate which presently has seven leased spaces. The secured creditor is Connect REO, LLC, which is owed $1,043,000. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D. Conn. Case No. 16-50848) on June 27, 2016. The petition was signed by Michael F. Calise, member. The Debtor estimated assets and liabilities at $1 million to $10 million at the time of the filing. The Debtor is represented by Carl T. Gulliver, Esq., at Coan Lewendon Gulliver & Miltenberger LLC. The Debtor employed Richard J. Chappo of Chappo LLC as mortgage broker. QUIKSILVER INC: Court Okays Settlement With 26 Former Workers ------------------------------------------------------------- The Hon. Brendan L. Shannon of the U.S. Bankruptcy Court for the District of Delaware entered an order authorizing and approving Quiksilver Inc., et al.'s settlement agreement and mutual release with respect to certain former employees. A copy of the court order and the settlement is available at: http://bankrupt.com/misc/deb15-11880-1089.pdf Jeff Montgomery, writing for Bankruptcy Law360, reports that the settlement was reached with 26 former employees in a more than $7 million severance pay dispute. The report says that under the deal, a $20,000 administrative claim payment and $112,275 in allowed priority claims -- to be divided among the former workers -- will be released. About Quiksilver Inc. Quiksilver, Inc. -- http://www.quiksilver.com,http://www.roxy.com and http://www.dcshoes.com-- is an outdoor sports lifestyle companies, that designs, produces and distributes branded apparel, footwear and accessories. The Company's apparel and footwear brands, inspired by a passion for outdoor action sports, represent a casual lifestyle for young-minded people who connect with its boardriding culture and heritage. The Company's Quiksilver, Roxy, and DC brands have authentic roots and heritage in surf, snow and skate. The Company's products are sold in more than 100 countries in a wide range of distribution, including surf shops, skate shops, snow shops, its proprietary Boardriders shops and other Company-owned retail stores, other specialty stores, select department stores and through various e-commerce channels. Quiksilver, Inc., and its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del., Case Nos. 15-11880 to 15-11890) on Sept. 9, 2015. Andrew Bruenjes signed the petition as chief financial officer. The Debtors disclosed total assets of $337 million and total debts of $826 million. Skadden, Arps, Slate, Meagher & Flom LLP is serving as the Debtors' legal advisor, FTI Consulting, Inc., as their restructuring advisor, and Peter J. Solomon Company as their investment banker. Kurtzman Carson Consultants LLC acts as the Debtors' claims and noticing agent. The U.S. trustee overseeing the Chapter 11 cases of Quiksilver Inc. and its affiliates appointed seven members to the official committee of unsecured creditors. The Committee tapped Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP as its co-counsel as co-counsel; Province Inc. as its financial advisor and PJT Partners Inc. as investment banker. * * * The Court filed a pre-arranged Chapter 11 restructuring plan backed by Oaktree Capital Management, a holder of 73% of the Company's U.S. Secured Notes. The Plan was confirmed Jan. 29, 2016, and the Plan was declared effective Feb. 11, 2016. Under the Plan, Quiksilver will issue new common stock to be distributed as follows: (a) first, 19% to holders of allowed secured notes claims; (b) second, up to 77% to rights offering participants; and (c) third, 4% to the backstop parties. RADIO SYSTEMS: Moody's Affirms B2 Corporate Family Rating --------------------------------------------------------- Moody's Investors Service affirmed Radio Systems Corporation's Corporate Family Rating of B2, Probability of Default Rating of B2-PD and senior secured notes rating of B3. The outlook is stable. The affirmation reflects Moody's view that despite strong credit protection metrics relative to peers in the B2 category, the rating is constrained by uncertainty regarding the company's future capital structure. With the ABL expiring in November 2018 and the notes due in November 2019 and redeemable after November 1, 2017 with a modest call premium, clarity on the company's debt levels under a potential new debt structure is an important ratings driver given the company's acquisitive strategy. In addition, Moody's expects the company to remain acquisitive, which could increase leverage and/or weaken liquidity by reducing revolver availability. Moody's affirmed the following ratings of Radio Systems Corporation: Corporate Family Rating, at B2 Probability of Default Rating, at B2-PD $250 million senior secured notes due 2019, at B3 (LGD4) Stable outlook RATINGS RATIONALE Radio Systems' Corporate Family Rating is well positioned in the B2 rating category as a result of its solid credit metrics, with debt/EBITDA in the mid-3 times and EBIT/interest expense in the low-2 times as of Q4 2016 (Moody's-adjusted, based on preliminary year-end results). The rating is also supported by the relative stability of the pet industry, Radio Systems' good market position, strong operating margins, and geographic and channel diversification. Nevertheless, the rating is constrained by uncertainty regarding the company's future capital structure, as well as by financial policies that prioritize free cash flow towards dividend payments and bolt-on acquisitions that can increase leverage and temporarily weaken liquidity. The rating is also limited by the company's small scale, customer concentration and narrow product focus. The stable outlook reflects Moody's expectation for low- to mid-single digit revenue and earnings growth and good liquidity. The ratings could be upgraded if the company refinances its debt such that leverage remains below 4 times and EBIT/interest expense above 2.25 times. An upgrade would also require a good liquidity profile, including expectations of good revolver availability at all times. The ratings could be downgraded if debt/EBITDA is sustained above 5.5 times or if EBIT/interest expenses falls below 1.25 times. Erosion in the company's liquidity or aggressive financial policies including material debt-financed acquisitions could also pressure the ratings. The principal methodology used in these ratings was "Consumer Durables Industry" published in September 2014. Based in Knoxville, Tennessee, Radio Systems Corporation ("Radio Systems") designs and markets pet supplies, including electronic fences, pet training collars, pet doors and feeding and water systems. The company's products are sold through pet superstores, distributors, the Internet and other channels. Revenues for the full-year ending December 31, 2016 based on preliminary results, were roughly $329 million. Randy Boyd, founder and Chairman, owns 98% of the company's common equity, with the balance held by management, employees and others. TSG Consumer Partners hold a $231 million preferred equity position in the company and warrants for a third of the company's equity on a fully diluted basis. RADIOLOGY SUPPORT: Seeks Court Permission to Use Cash Collateral ---------------------------------------------------------------- Radiology Support Devices, Inc., seeks authorization from the U.S. Bankruptcy Court for the Central District of California to use cash collateral. The Debtor needs to use cash on hand and the revenue received from the Debtor's continuing business operations to pay only the necessary and critical business expenses associated with its day to day, ordinary course business operations, as outlined in the Budget, needed to maintain the going-concern value of the business to the benefit of all creditors. The proposed Budget provides total cash disbursements of approximately $147,447 covering the periods from February 22, 2017 through April 7, 2017 . The Debtor believes that these creditors assert an interest in the cash collateral: (a) Citibank N.A. is owed an unpaid principal balance of approximately $90,061, secured by a perfected blanket lien on all or substantially all the Debtor's assets; (b) Wells Fargo Bank, N.A. is owed an unpaid principal balance of approximately $323,636, secured by a blanket lien on all or substantially all the Debtor's assets; (c) Clay Lorinksy has loaned the Debtor funds for the specific purpose of purchasing inventory and raw materials and as of the Petition Date, the amounts due under the loan is $50,000, secured by such inventory and raw materials; (d) Internal Revenue Service is owed approximately $35,775 for unpaid taxes. The Debtor proposes to grant Citibank, Wells Fargo, Mr. Lorinksy and the IRS with replacement lien in the Debtor's post-petition cash and accounts receivable and the proceeds thereof, to the same extent, validity, and priority of each respective Secured Creditor's lien as of the Petition Date. The Debtor anticipates that its accounts receivables are projected to increase from $43,465 to $73,015 and that its cash balance is expected to increase from $1,400 to $57,383 during the budget period. As such, the Debtor believes that the Secured Creditors will be adequately protected because there will not be any diminution in the value of the collateral during the budget period and Debtor's significant going concern value will be preserved, The Debtor contends that without authorization to use cash collateral, it has no other source of income with which pay the operating expenses and will be forced to cease operations and shut down. A full-text copy of the Debtor's Motion, dated February 21, 2017, is available at https://is.gd/RBuWdG The Debtor is represented by: Daniel J. Weintraub, Esq. James R. Selth, Esq. Elaine V. Nguyen, Esq. WEINTRAUB & SELTH, APC 11766 Wilshire Boulevard, Suite 1170 Los Angeles, CA 90025 Telephone: (310) 207-1494 Facsimile: (310) 442-0660 E-mail: Elaine@wsrlaw.net About Radiology Support Devices Radiology Support Devices, Inc., filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 17-12054) on Feb. 21, 2017. The Debtor is represented by Daniel J. Weintraub, Esq., James R. Selth, Esq. and Elaine V. Nguyen, Esq. at Weintraub & Selth, APC. RELIANT MEDICAL: Fitch Rates $142MM Series 2017 Bonds 'BB' ---------------------------------------------------------- Fitch Ratings has assigned a 'BB' rating to the following Massachusetts Development Finance Authority Bonds issued on behalf of Reliant Medical Group: -- $142,050,000 series 2017 bonds. The bonds are expected to be fixed rate, taxable bonds issued to fund certain capital projects, fund a debt service reserve, and pay costs of issuance. The bonds are expected to price in mid-April via negotiated sale. The Rating Outlook is Stable. SECURITY The bonds are expected to be secured by a pledge of gross revenues of the obligated group, a debt service reserve fund, and a mortgage on certain obligated group property. KEY RATING DRIVERS LIMITED FINANCIAL FLEXIBILITY: The 'BB' rating reflects Reliant's relatively weak liquidity position against its expense base and pro forma debt burden, highlighting its limited flexibility going into a phase of higher capital spending and operating platform changes. EXPERIENCE MANAGING RISK: Reliant's primary operating risk is patient retention, as the majority of its operating revenue is generated on a capitated basis. Still, Reliant has proven very capable at managing risk-based reimbursement, making it well positioned for future healthcare delivery as well as an attractive partner for area hospitals and payors. MODERATE PRO FORMA DEBT: Reliant's performance is sufficient to cover its pro forma debt service requirements, though its balance sheet will be strained for the foreseeable future. RECENT OPERATING IMPROVEMENT: The rating also reflects the relatively recent marked improvement in operating profitability, driven by a meaningful shift in operating model, which has allowed for better throughput and reduced expense. SOLID MARKET FOOTPRINT: While the project will effectively consolidate care sites, Reliant maintains a strong market reach with a sizeable physician complement and good payor relationships. This should position it well for changes in future care delivery. RATING SENSITIVITIES SUSTAINED CASH FLOW: The 'BB' rating will be contingent upon Reliant Medical Group's ability to maintain its current operating profitability as expected through the capital project forecast period, as its liquidity profile is not sufficient to offset unexpected deterioration. PROJECT EXECUTION: The 'BB' rating is also contingent upon Reliant Medical Group completing its capital projects on time and within budget, expected by 2019 year end. Unexpected project delays or cost overruns could hinder existing operations and negatively impact an already stressed pro forma balance sheet. CREDIT PROFILE Reliant Medical Group is a multi-specialty physician group with approximately 500 providers amongst 2500 employees, providing primary and specialty care services in 27 clinical facilities across Central and Metro West Massachusetts. Total revenues were $677.4 million in 2016 (unaudited, Dec. 31 fiscal year end). Fitch's analysis is based on the obligated group entity. The consolidated group includes Reliant's foundation and its wholly owned and consolidated captive insurance company, which together represent approximately 19% of total assets of the consolidated entity. LIMITED FINANCIAL FLEXIBILITY Overall, liquidity is light but sufficient for the rating level with only fixed rate debt, no pension exposure, and better operating cash flow. With a 7.1x historical pro forma cushion ratio and light 37.3 days of cash on hand at fiscal year-end 2016, Reliant has little financial cushion to absorb unexpected interruptions in cash flow through the near term. Liquidity is expected to grow incrementally going forward, particularly post-project completion in 2019. Some mitigating factors include a recently terminated (in 2015) defined benefit pension plan and a conservative investment mix. Fitch also notes that Reliant has a very healthy revenue cycle and receivables management system in place, with a reported net collection rate of 97% per management. Currently, days in accounts receivable for its fee-for-service contracts are very low near 29, well below Fitch's BIG median of 48 days. CHANGING OPERATING MODEL Reliant's capital plans revolve around a dramatic change in its clinical operating model, which it started implementing in its physician practices during 2015. Results include more efficiency, reduced wait times, increased capacity, and better patient outcomes. With a full year of this new model being used in a few physician practices, operating performance improved materially in 2016. The capital plan calls for moving 16 existing leased clinics into primarily six larger ambulatory centers, including one greenfield site and five renovated sites. The total outlay is estimated at $177 million, including debt issuance, construction costs, and debt service reserve funding. Reliant generated a much improved 5% EBITDA margin in 2016, following a thin 1.6% EBITDA margin in 2015. In 2015, performance was hindered by $6.6 million in one-time pension termination and related costs, which would have improved Reliant's EBITDA margin to 2.5% which is more consistent with prior years. Despite somewhat thin margins, Reliant's pro forma debt burden is manageable; Reliant covered its pro forma MADS at 3.7x by EBITDA in 2016, up from 1.2x in 2015. DEBT PROFILE Reliant plans to issue $142 million in taxable fixed rate debt with maturities up to 10 years. Smoothed MADS per the indenture is expected to be approximately $9.3 million. This structure is preliminary, and subject to change. Reliant also has a $20 million line of credit, on which $3 million was drawn at fiscal year end Dec. 31, 2016. It's fully funded defined benefit pension plan was terminated in 2015. DISCLOSURE Reliant is expected to provide routine disclosure to the Municipal Securities Rulemaking Board's EMMA system within 150 days of fiscal year-end and within 60 days of quarter-end. RESOLUTE ENERGY: Enters Into New $150 Million Credit Facility ------------------------------------------------------------- Resolute Energy Corporation closed on its amended and restated revolving credit facility, with an initial borrowing base of $150 million, an increase from the previous level of $105 million. In addition, the maturity date of the facility was extended to February 2021, and certain other terms and conditions were modified, including those to reflect the fact that the Company extinguished its second lien term loan facility in January 2017. Bank of Montreal is the Administrative Agent under the new revolving credit facility. As of Feb. 22, 2017, the Company has no borrowings outstanding on the revolving credit facility. 2016 Reserves and Production Resolute Energy provided detail on its year-end 2016 reserves and production. Rick Betz, Resolute's chief executive officer, commented: "During 2016 Resolute produced an average of nearly 14,200 Boe per day, above the high end of guidance. More importantly, the 2016 exit rate was more than 20,800 Boe per day, with more than 14,700 Boe per day, or 71 percent, coming from the Permian Basin. In addition to exceeding our production guidance, Resolute also met or beat the midpoint of guidance for lease operating expense and production taxes, and was within the guidance range on general and administrative expense. "On February 17, 2017, we closed a new revolving credit facility with an initial borrowing base of $150 million. Coupled with our projected cash flow, we expect that this credit facility and borrowing base will provide ample liquidity to undertake and complete our two rig 2017 Delaware Basin drilling program. Also, effective today, Moody's Investors Service upgraded Resolute's Corporate Family Rating to B3 from Caa2, with a stable outlook. "Proved reserves increased by 82 percent from year-end 2015 largely due to our successful 2016 Delaware Basin drilling program and despite using lower SEC commodity prices in 2016. Year-end 2016 proved reserves were 60.3 MMBoe, of which 86 percent was crude oil and natural gas liquids. Year-end reserves reflect the addition of 37.2 MMBoe of proved reserves. The pre-tax SEC PV10 of our proved reserves at year-end 2016 was $344.2 million (a non-GAAP financial measure), and the after-tax value was $343.6 million. Both metrics are up 73 percent from year-end 2015." Operations Update In December the Company brought on line the Harrison C20 1402H, a mid-length Wolfcamp A lateral in Mustang. In mid-January, as planned, the Company added a second drilling rig in the Delaware Basin. One rig is drilling in Mustang and the other is drilling in Appaloosa. Since the first of the year the Company has drilled the South Elephant U04H, a long lateral Wolfcamp A in Appaloosa and the Harpoon L05H, a mid-length lateral Wolfcamp A in Mustang; both of these wells are waiting on completion. Also, the Company completed the Renegade L02H and Renegade U03H wells, both mid-length Wolfcamp A laterals in Mustang, both of which are flowing back. The Renegade wells are the Company's first upper and lower Wolfcamp A downspacing test. Year-End 2016 Proved Reserves At Dec. 31, 2016, Resolute's estimated proved reserves were 60.3 MMBoe, compared to year-end 2015 proved reserves of 33.1 MMBoe. Approximately 73 percent of the Company's 2016 year-end proved reserves was crude oil, 14 percent was gas and 13 percent was natural gas liquids. Undeveloped reserves comprised 38 percent of total proved reserves. The present value of the Company's estimated future net revenues from proved reserves was estimated to be $344.2 million pre-tax, a non-GAAP financial measure, and $343.6 million after-tax as of Dec. 31, 2016, using SEC pricing guidelines for year-end 2016, discounted at ten percent. Pricing used in calculating the year-end 2016 present value of the Company's reserves was $42.75 per barrel of oil and $2.48 per MMBtu of gas. For the prior year-end report, pricing was $50.28 per barrel of oil and $2.59 per MMBtu of gas. All prices were adjusted for differentials and NGL content, and the analysis excluded the impact of hedges. The increase in proved reserves from year-end 2015 to year-end 2016 was largely driven by successful drilling of previously non-proved Delaware Basin locations, both operated and non-operated. New well completions and acquisitions of additional interests in Mustang yielded additions of 14.8 MMBoe of net proved developed producing reserves and 17.9 MMBoe of net proved undeveloped reserves in twenty immediate offset Delaware Basin locations. Also, 4.5 MMBoe of net proved developed non-producing and proved undeveloped reserves were added to Aneth Field in connection with newly identified compression and deepening projects. Closed sale of New Mexico properties On February 22, Resolute closed the sale of its New Mexico properties that it announced on Jan. 17, 2017. The properties were purchased by a private buyer for $15 million, subject to customary purchase price adjustments. The sale is effective as of Oct. 1, 2016. The proceeds of the sale will be used for general corporate purposes. Lantana Energy Advisors, a division of SunTrust Robinson Humphrey, Inc., acted as financial advisor to Resolute on the New Mexico sale. Earnings Call Information Resolute will host an investor call on March 14, 2017, at 4:30 p.m. ET. To participate in the call please dial (888) 349-0084 from the United States, or (855) 669-9657 from Canada or (412) 902-4284 from outside the U.S. and Canada. Participants should dial in five to ten minutes before the scheduled time and must be on a touchtone telephone to ask questions. A replay of the call will be available through March 21, 2017, by dialing (844) 512-2921 from the U.S., or (412) 317-6671 from outside the U.S. The conference call replay number is 10102048. About Resolute Energy Corporation Resolute Energy Corp. -- http://www.resoluteenergy.com/-- is an independent oil and gas company focused on the acquisition, exploration, exploitation and development of oil and gas properties, with a particular emphasis on liquids focused, long-lived onshore U.S. opportunities. Resolute's properties are located in the Paradox Basin in Utah and the Permian Basin in Texas and New Mexico. Resolute reported a net loss of $742 million in 2015, a net loss of $21.9 million in 2014, and a net loss of $114 million in 2013. As of Sept. 30, 2016, Resolute Energy had $294.9 million in total assets, $634.0 million in total liabilities, and a total stockholders' deficit of $339.1 million. * * * As reported by the TCR on Sept. 26, 2016, Moody's Investors Service, upgraded Resolute Energy's Corporate Family Rating (CFR) to 'Caa2' from 'Caa3', the Probability of Default Rating to Caa2-PD from Caa3-PD and its senior unsecured notes rating to 'Caa3' from 'Ca'. The Speculative Grade Liquidity rating was affirmed at SGL-3. The rating outlook was changed to positive from stable. "The upgrade to Caa2 reflects Resolute's improved production and drilling economics, which provide good visibility to continued growth in a mid $40s oil price environment without increasing debt. While leverage remains high, we expect moderation in the company's reserve- and production-based debt metrics from significant production growth at very competitive drillbit costs," noted John Thieroff, Moody's VP-senior analyst. RESTAURANT BRANDS: S&P Affirms 'B+' CCR; Outlook Stable ------------------------------------------------------- S&P Global Ratings affirmed its 'B+' corporate credit rating on Restaurant Brands International Inc. (RBI). The outlook is stable. At the same time, S&P revised the recovery ratings on the US$6.2 billion term loan B, the US$500 million revolving bank loan, and the US$1.25 billion senior secured notes (pari passu with the term loan) to '3' from '2'. The '3' recovery rating reflects S&P's expectation for meaningful recovery (50%-70%, rounded estimate of 60%) in the event of default. S&P also lowered the issue-level ratings to 'B+' from 'BB-'. The 'B-' issue-level and '6' recovery ratings on subsidiary 1011778 B.C.'s second-lien debt are unchanged. The '6' recovery ratings on the second-lien debt represent negligible (0%-10%) recovery in a default scenario. Restaurant Brands has announced that it will acquire Popeyes Louisiana Kitchen for an enterprise value of approximately US$1.8 billion. The transaction will be funded by US$1.3 billion of a term loan B add-on, and US$577 million in cash. "We view the announced acquisition of Popeyes Louisiana Kitchen as having a net-neutral impact on the overall corporate credit rating. Pro forma for the transaction, we expect leverage will increase modestly to 6x from 5.5x. On the business side, our view is that the company's scale and revenue stream diversification improves slightly," said credit analyst Andrew Bove. "We view Popeyes as a good brand with solid growth prospects in both domestic and international markets, and we expect the integration will be relatively smooth given the brand's small size and its similar pure-play franchisor strategy. We believe the Popeyes brand will be able to leverage RBI's expertise in product innovation and international expansion to continue delivering good operating results over the next 12-24 months." The stable outlook reflects S&P's expectation that despite leverage increasing to the 6.0x area pro-forma for this transaction, operating performance will remain stable and pro-forma credit measures should improve over the next 12-24 months primarily driven by profit growth. S&P forecasts pro-forma leverage to modestly improve to the high-5.0x at year-end fiscal 2017 resulting from S&P's expectation that all brands will improve profits from restaurant growth and moderate increases in same-store sales. S&P could raise the rating if adjusted leverage improved to below 5x on a sustained basis, supported by the company's financial policies and a reduced sponsor ownership stake such that S&P believes the risk of a releveraging event is minimal. Under this scenario, S&P would also expect to see continued positive same-store sales growth, and stable or increasing margins. S&P could lower the rating if meaningfully weaker-than-expected operating performance and additional debt issuance leads to adjusted leverage approaching the mid-7.0x area. For example, this could happen if RBI executes a large debt-funded acquisition in which the company experiences meaningful integration issues, while performance at existing brands also becomes challenged from decreased consumer spending and heightened competitive pressures. S&P could also consider a lower rating if consistently negative operating results causes S&P to take a less favorable view the company's business position and competitive standing. RIVERBED PARENT: S&P Assigns 'B' CCR; Outlook Stable ---------------------------------------------------- S&P Global Ratings' Ratings Services assigned its 'B' corporate credit rating to San Francisco, Calif.-based Riverbed Parent Inc. The outlook is stable. The ratings on Riverbed Technology Inc., a core subsidiary of Riverbed Parent Inc., including S&P's issue-level ratings are unaffected. The outlook is stable. S&P is assigning the rating to Riverbed Parent Inc., the ultimate parent of Riverbed Technology Inc. and the entity where the group's audited financial statements reside. S&P's ratings on core subsidiary Riverbed Technology Inc., which is the legal borrower on the group's debt, are unchanged. "S&P Global Ratings' stable outlook on Riverbed Technology Inc. reflects our expectation that the company will maintain its leadership position in the WAN optimization market and continue to generate positive free operating cash flow (FOCF) in excess of $100 million annually," said S&P Global Ratings credit analyst Kenneth Fleming. S&P could lower the rating over the next year if Riverbed fails to maintain its technology leadership and market share in WAN optimization or if debt-funded acquisitions or dividends lead to leverage sustained above 7x. S&P's assessment of Riverbed's highly leveraged financial risk profile and S&P's expectation that the company's financial sponsor ownership will preclude sustained debt reduction and limit the possibility of an upgrade over the next 12 months. ROSETTA GENOMICS: Closes 2nd Tranche of Private Placement --------------------------------------------------------- Rosetta Genomics Ltd. announced the closing of the second tranche of the private placement of convertible debentures previously announced on Nov. 23, 2016. The closing of this second tranche involved the sale of newly registered convertible debentures (convertible into 2,585,000 ordinary shares) for gross proceeds of $1,292,500. The Company received total net proceeds of $4,575,000 from both tranches of the private placement and a registered direct offering of ordinary shares and convertible debentures completed concurrently with the first tranche of the private placement. All convertible debentures (i) have a term of 30 years, (ii) are unsecured, (iii) do not bear any interest and (iv) have a conversion price of $0.50 per share. In the event of a reverse stock split, the conversion price of the convertible debentures may be reduced to the average of the volume weighted average price for the two days with the lowest volume weighted average price during the ten trading days immediately following the reverse stock split; provided that the conversion price of the debentures will not be adjusted below $0.25 per share. Additionally, the conversion price of the convertible debentures is subject to full ratchet anti-dilution protection in the event Rosetta issues securities below the exercise price then in effect; provided that the conversion price of the debentures will not be adjusted below $0.25 per share. The securities sold in this private placement have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the U.S. absent registration or an applicable exemption from registration requirements. As part of the transaction, the Company filed a resale registration statement on Form F-1 with the Securities and Exchange Commission for purposes of registering the resale of the ordinary shares issuable upon conversion of the convertible debentures issued in the private placement. The SEC declared the registration statement effective on Feb. 16, 2017. Aegis Capital Corp. acted as the Lead Placement Agent and Maxim Group LLC acted as Co-Placement Agent for the offering. About Rosetta Genomics Based in Rehovot, Israel, Rosetta Genomics Ltd. is seeking to develop and commercialize new diagnostic tests based on a recently discovered group of genes known as microRNAs. MicroRNAs are naturally expressed, or produced, using instructions encoded in DNA and are believed to play an important role in normal function and in various pathologies. The Company has established a CLIA- certified laboratory in Philadelphia, which enables the Company to develop, validate and commercialize its own diagnostic tests applying its microRNA technology. Rosetta Genomics reported a loss from continuing operations of US$17.34 million on US$8.26 million of total revenues for the year ended Dec. 31, 2015, compared to a loss from continuing operations of US$14.52 million on US$1.32 million of total revenues for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Rosetta had $12.62 million in total assets, $3.70 million in total liabilities and $8.92 million in total shareholders' equity. As reported by the TCR on Oct. 18, 2016, Rosetta received a staff deficiency letter from The Nasdaq Stock Market notifying the Company that for the past 30 consecutive business days, the closing bid price per share of its ordinary shares was below the $1.00 minimum bid price requirement for continued listing on The Nasdaq Capital Market, as required by Nasdaq Listing Rule 5550(a)(2). RSI HOME: S&P Raises CCR to 'BB-', Outlook Stable ------------------------------------------------- S&P Global Ratings said it raised its corporate credit rating on Anaheim, Calif.-based RSI Home Products Inc. to 'BB-' from 'B+'. The outlook is stable. At the same time, S&P raised its issue-level rating on the company's senior secured second-lien notes to 'BB-' from 'B+'. The recovery rating on the notes remains '3', reflecting S&P's expectation of meaningful (50%-70%; rounded estimate 60%) recovery in the event of a payment default. "The stable outlook reflects our view that RSI Home Products will generate EBITDA improvement in 2017 while maintaining its best in class margins, good liquidity, and dominant market share," said S&P Global Ratings credit analyst Thomas O'Toole. "We expect that RSI will maintain debt to EBITDA below 4x for the next 12 months." S&P would lower the rating if RSI has weaker-than-expected end-market demand, resulting in a decline in volumes to the extent that total leverage increased to above 5x. In addition, if the company lost business at one or both of its major customers, S&P would likely lower the rating. S&P views an upgrade as unlikely in the next 12 months, but it could raise the rating in the long term if the company increased its overall size either through an acquisition or significantly increased market penetration into its builder/dealer channels and reduced customer concentration. RYDER MEMORIAL: S&P Lowers Rating on $7.8MM 1994A Bonds to 'B+' --------------------------------------------------------------- S&P Global Ratings lowered its rating on Puerto Rico Industrial Medical & Higher Education & Environmental Pollution Control Facilities Finance Authority's $7.8 million series 1994A bonds, issued for Ryder Memorial Hospital (Ryder), to 'B+' from 'BB-'. The one-year outlook is negative. "The negative outlook reflects the tenuous financial situation in Puerto Rico overall and the uncertain future of government reimbursement for all Puerto Rico hospitals," said S&P Global Ratings credit analyst Jennifer Soule. Otherwise, S&P thinks Ryder's enterprise and financial profiles are indicative of the 'B+' rating. S&P Global Ratings recently lowered bond ratings to 'D' on Puerto Rico's general obligation debt, other series of debt outstanding for Puerto Rico remain at the 'CC' rating with ongoing payment of debt service for those specific series. S&P could lower the rating within the one-year outlook period if Ryder experiences a dramatic decline in patient volume and/or reimbursement, leading to further operating losses. S&P would also give negative consideration to debt service coverage less than 1.25x as of fiscal 2016 year-end. Any significant use of debt or further use of unrestricted reserves could also be given negative consideration. S&P could revise the outlook to stable if Ryder meets its fiscal 2017 budget and reestablishes a trend of positive operations over several years. A long-term commitment of funding for Puerto Rico's Medicare Advantage and Medicaid programs would also be given favorable consideration, along with maintenance of Ryder's enterprise strengths. SABINE PASS: Moody's Assigns Ba1 Rating on New $800MM Sr. Notes --------------------------------------------------------------- Moody's Investors Service assigned a Ba1 rating to Sabine Pass Liquefaction, LLC's (SPL) new $800 million 5.0% senior secured amortizing notes due 2037. Concurrent with this rating assignment, Moody's affirmed SPL's Ba1 rating on its existing $13.5 billion of senior secured bank loans and bonds. SPL's rating outlook is positive. The net bond proceeds from the offering are expected to repay SPL's bank loan borrowings and to pay for increased interest during construction and transaction costs. The amortizing structure of the notes is viewed positively from a credit perspective as it signals SPL's commitment to gradual debt reduction. All SPL's prior debt offerings have been structured with bullet maturities. RATINGS RATIONALE The Ba1 rating acknowledges SPL's transition to an operating, fully integrated cash flow producing asset with investment grade characteristics. Revenues derived from 20-year contracts with financially sound off-takers are the basis for SPL's credit profile. Contracted revenues are expected to grow meaningfully by 2020 when all five of SPL's trains are operational and generate key financial metrics considered appropriate for an investment grade rating. Milestones achieved to date include the start of commercial operation of SPL's first two trains, the commencement of commissioning activities at a third train and the effectiveness of a Sale and Purchase Agreement with an affiliate of BG Energy Holdings, LTD (BG: not rated), an indirect subsidiary of Royal Dutch Shell Plc (Aa2, negative). Incremental milestones anticipated over the near term include commercial operation of SPL's third train (anticipated during the first quarter) and the effectiveness of SPA's with Korea Gas Corporation (Aa2, stable) and an affiliate of Gas Natural SDG, S.A (Baa2, stable) in the second and third quarters of 2017, respectively. Reaching commercial operations for Train 3 will be a significant milestone as it will provide an additional source of operating cash flow for funding the remaining construction and financing costs through 2019 needed to complete all five trains. SPL's Train 4 is anticipated to achieve commercial operation later in 2017 followed by Train 5 in 2019. The positive outlook reflects anticipated further improvement in SPL's credit profile resulting from continued construction and operational progress at the project. An upgrade to an investment grade rating appears likely should SPL meet key milestones, including commercial operation of Train 3 and continued construction progress on Trains 4 and 5, while demonstrating the ability to successfully manage the numerous transition issues, including fuel procurement, as operations become larger and more complex. Terms of the $800 million senior secured amortizing notes include a 8.6 year amortization deferral with mandatory scheduled amortization thereafter. The amortizing senior secured notes rank pari passu with all existing and future senior indebtedness of SPL and secured by the same collateral. The principal methodology used in these ratings was Generic Project Finance Methodology published in December 2010. SANTA CRUZ PLUMBING: Needs Court Authority to Use Cash Collateral ----------------------------------------------------------------- Santa Cruz Plumbing, Inc. seeks authorization from the U.S. Bankruptcy Court for the Northern District of California to use the proceeds of accounts receivable and available cash to continue its operations. The Debtor believes that as of the Petition Date, it owed Everest Business Funding Partners, LLC $26,096 secured by a lien on the Debtor's assets. The Debtor has also incurred indebtedness to EDD, the IRS and Security National Ins. The Debtor proposes to use cash collateral to give the fully secured creditors and the partially secured IRS a replacement lien for a like amount of post-petition receivables, cash and cash equivalents until such time as the Debtor's case is confirmed, dismissed or converted. In addition, the Debtor proposes to pay the fully secured creditors and the IRS the sum of $13,000 per month paid in pro-rata distributions, relative to the amount of its secured debt, commencing on April 15, 2017. A full-text copy of the Debtor's Motion, dated Feb. 21, 2017, is available at https://is.gd/MNvCF5 About Santa Cruz Plumbing, Inc. Santa Cruz Plumbing, Inc. filed a Chapter 11 petition (Court + Case No. 17-50324), on February 10, 2017. The petition was signed by Jason Stewart Allison, president. The case is assigned to Judge Stephen L. Johnson. The Debtor is represented by Lars T. Fuller, Esq. at The Fuller Law Firm, PC. At the time of filing, the Debtor disclosed total assets of approximately $772,930 and total liabilities of approximately $3.72 million. A copy of the Debtor' list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/canb17-50324.pdf SERVICE WELDING: Has Until June 19 to File Plan & Disclosures ------------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Kentucky has given Service Welding & Machine Company, LLC, until June 19, 2017, to file a Chapter 11 plan and disclosure statement. Headquartered in Louisville, Kentucky, Service Welding & Machine Company, LLC dba Service Tanks filed for Chapter 11 bankruptcy protection (Bankr. W.D. Ky. Case No. 17-30485) on Feb. 17, 2017, listing $516,432 in total assets and $2.12 million in total liabilities. The petition was signed by Jeff Androla, president. Judge Joan A. Lloyd presides over the case. Charity Bird Neukomm, Esq., at Kaplan & Partners LLP serves as the Debtor's bankruptcy counsel. SOURCEHOV LLC: Novitex Merger No Impact on Moody's Ratings ---------------------------------------------------------- Moody's Investors Service said that SourceHOV LLC's (SourceHOV, Caa1 Negative) recently announced plan that it has agreed to merge with Novitex Enterprise Solutions (Novitex, B3 Stable) and Quinpario Acquisition Corp. 2 (Quinpario, unrated) as part of a reverse IPO merger is a credit positive because Moody's expects that the company will benefit from lower debt leverage and greater financial flexibility while addressing key liquidity concerns. SourceHOV provides Transaction Processing Services and Enterprise Information Management to document and information-intensive end-markets including healthcare, financial services, legal and public sector. SourceHOV has three business units: Financial Transaction Solutions ("FTS"), Healthcare Solutions & Services and Legal Claims Administration ("Rust"). HandsOn Global Management (HGM) and affiliates control approximately 82% of the common equity interest in SourceHOV. Revenues for the last twelve months ended September 30, 2016 were approximately $775 million. SOURCEHOV LLC: S&P Puts 'CCC+' Rating on CreditWatch Positive ------------------------------------------------------------- S&P Global Ratings placed its 'CCC+' rating on Irving, Texas-based SourceHOV LLC, as well as the ratings on the company's first-lien and second-lien debt, on CreditWatch with positive implications. S&P also placed on CreditWatch with positive implications its 'CCC+' issue rating on SourceHOV's $75 million revolving credit facility and $780 million first-lien debt and our 'CCC-' issue-level rating on SourceHOV's $250 million second-lien debt. The recovery rating on the revolving facility and first-lien debt is unchanged at '3', indicating S&P's expectation for meaningful (50%-70%; rounded estimate 65%) recovery in the event of a payment default. The recovery rating on the second-lien debt is unchanged at '6', indicating S&P's expectation for negligible (0%-10%; rounded estimate 5%) recovery in the event of a payment default. "The CreditWatch placement follows the announcement that SourceHOV, Novitex Holdings Inc., and Quinpario Acquisition Corp. 2, the last of which is a publicly traded special purpose acquisition company, have agreed to a merger," said S&P Global Ratings credit analyst Minesh Shilotri. The transaction is valued at $2.8 billion, and the purchase price is expected to be funded with cash from Quinpario, rollover and new equity financing, and new debt financing. As part of this deal, all existing debt is expected to be refinanced. SOUTHCROSS ENERGY: S&P Affirms 'CCC+' CCR on Covenant Relief ------------------------------------------------------------ S&P Global Ratings said that it affirmed its 'CCC+' corporate credit and senior secured issue-level ratings on Southcross Energy Partners L.P. The outlook is stable. The '3' recovery rating on the company's senior secured term loan and revolving credit facility is unchanged. The '3' recovery rating indicates expectations for meaningful (50%-70%; rounded estimate 60%) recovery in the event of a payment default. The rating action reflects S&P's view that the recent credit agreement amendment limits the likelihood of a default in the next two years as the partnership will have an improved liquidity position and need no longer adhere to its leverage covenants. In S&P's view, the partnership will comply with its remaining covenants with sufficient EBITDA cushion. In addition, the company previously relied on equity cures from its parent company to resolve covenant violations, which will no longer be necessary and will help preserve capital within the enterprise. Along with the amendment, capacity on the partnership's revolver was reduced to about $145 million from $200 million and will have further reductions through 2018. In addition, its leverage improved following a recent $17 million investment from the parent of the general partner. Proceeds were used to reduce outstanding borrowings on the revolver and for general partnership purposes. S&P expects the partnership's liquidity to improve further because the amendment outlined a future $15 million investment from certain owners of the general partner to be made before year-end. S&P's forecast assumes this capital infusion would be treated as debt. With a new CEO in place in January, S&P expects the management team to continue to focus on cost-cutting initiatives to reduce debt levels. S&P's assessment of Southcross' vulnerable business risk profile reflects the partnership's limited scale, geographic scope, and low asset utilization, partially offset by its high percentage of fee-based cash flows. The majority of the partnership's operating margin comes from its assets in the Eagle Ford shale region in South Texas, with the remainder from assets in Mississippi and Alabama, which S&P views as relatively stable. The weak commodity price environment during 2016 significantly lowered the partnership's volumes from 2015 levels. In S&P's view, volumes in the Eagle Ford region will be pressured until the latter part of 2017 as drillers focus their drilling in other basins. The partnership maintains an above-average contract profile, with at least 90% of revenues coming from fee-based contracts, albeit with some exposure to volumetric risk. "We assess the partnership's financial risk profile as highly leveraged, reflecting our expectation of adjusted debt to EBITDA of about 8x. Our base-case forecast assumes a West Texas Intermediate crude oil benchmark price of $50 per barrel through 2018 and a natural gas price of $3 per million Btu over that same time frame. Our forecast assumes roughly flat gathering volumes compared to 2016 levels and a 10%-15% reduction in processing volumes. As a result, we forecast roughly a $15 million surplus in operating cash flow for 2017. Our forecast assumes any excess cash or asset sales will be used to reduce debt," S&P said. S&P expects the partnership's liquidity sources to exceed uses by over 1.25x for the next 12 months. Though this normally leads to an adequate liquidity assessment, qualitative factors such as the partnership's weak standing in the capital markets and S&P's view that the partnership would not be able to overcome low-probability, high-impact events limit the liquidity assessment at less than adequate. Principal liquidity sources: -- Funds from operations of roughly $38 million. Principal liquidity uses: -- Debt amortization of about $5 million annually; and -- S&P's expectation of total capital spending of about $20 million. The partnership has a minimum interest coverage ratio covenant of 1.5x, and S&P expects it to have EBITDA cushion in excess of 15% to this covenant. The stable rating outlook reflects S&P's view that the debt leverage covenant relief through 2018 and the partnership's additional capital improve its financial position, resulting in adjusted leverage of about 8x in 2017. S&P could lower the rating if liquidity deteriorates due to operational underperformance or if S&P believes the partnership is likely to consider a distressed debt exchange before maturity. S&P could raise the rating if volumes increase to a level that results in adjusted debt leverage sustained below 7x. -- S&P simulates a default in 2018 stemming from lower volumes and rates during a sustained cyclical downturn. -- S&P assumes the revolving credit facility is 85% drawn. Simulated year of default: 2018 -- EBITDA at emergence: $55 million -- Implied enterprise value multiple: 6.5x -- Estimated gross enterprise value at emergence: about $370 million -- Net enterprise value after 3% administrative costs: $355 million -- Valuation split (obligors/nonobligors): 100%/0% -- Secured first-lien claims: $580 million -- Recovery expectations: 50%-70% (rounded estimate 60%) Note: All debt amounts include six months of prepetition interest. SPANISH BROADCASTING: PlusTick Management Owns 8.9% Class A Shares ------------------------------------------------------------------ PlusTick Management LLC and Thomas J. Hill disclosed in an amended Schedule 13G filed with the Securities and Exchange Commission that as of Dec. 31, 2016, they beneficially owned 371,608 shares of Class A common stock, par value $0.0001 per share, of Spanish Broadcasting System, Inc. representing 8.92 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at: https://is.gd/7HDG37 About Spanish Broadcasting Headquartered in Coconut Grove, Florida, Spanish Broadcasting System, Inc. (OTCQX:SBSAA) -- http://www.spanishbroadcasting.com/ -- owns and operates 21 radio stations targeting the Hispanic audience. The Company also owns and operates Mega TV, a television operation with over-the-air, cable and satellite distribution and affiliates throughout the U.S. and Puerto Rico. Its revenue for the twelve months ended Sept. 30, 2010, was approximately $140 million. As of Sept. 30, 2016, Spanish Broadcasting had $451.7 million in total assets, $569.4 million in total liabilities and a total stockholders' deficit of $117.7 million. * * * As reported by the TCR on Feb. 1, 2016, Moody's Investors Service downgraded Spanish Broadcasting System's Corporate Family Rating to 'Caa2' from 'Caa1', Probability of Default Rating to 'Caa3-PD' from 'Caa1-PD', and lowered its Speculative Grade Liquidity Rating to SGL-4 from SGL-3. Spanish Broadcasting's 'Caa2' Corporate Family Rating and Caa3-PD Probability of Default Rating reflect very high debt+preferred stock-to-EBITDA of 10.4x estimated for LTM December 2015 (including Moody's standard adjustments, 6.9x excluding preferred stock and accrued dividends), the need to address the Voting Rights Triggering Event, and the heightened potential of a payment default given the near term maturity of the 12.5% senior secured notes due April 2017. As reported by the TCR on June 21, 2016, S&P Global Ratings said it lowered its corporate credit rating on Spanish Broadcasting System to 'CCC' from 'CCC+'. SPANISH BROADCASTING: Renaissance Technologies Owns 7% CL-A Shares ------------------------------------------------------------------ In a regulatory filing with the Securities and Exchange Commission, Renaissance Technologies LLC and Renaissance Technologies Holdings Corporation reported that as of Dec. 30, 2016, they beneficially owned 292,720 shares of Class A common stock, par value $0.0001 per share, of Spanish Broadcasting System, Inc., which represents 7.02 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at https://is.gd/LSUr3c About Spanish Broadcasting Headquartered in Coconut Grove, Florida, Spanish Broadcasting System, Inc. (OTCQX:SBSAA) -- http://www.spanishbroadcasting.com/ -- owns and operates 21 radio stations targeting the Hispanic audience. The Company also owns and operates Mega TV, a television operation with over-the-air, cable and satellite distribution and affiliates throughout the U.S. and Puerto Rico. Its revenue for the twelve months ended Sept. 30, 2010, was approximately $140 million. As of Sept. 30, 2016, Spanish Broadcasting had $451.7 million in total assets, $569.4 million in total liabilities and a total stockholders' deficit of $117.7 million. * * * As reported by the TCR on Feb. 1, 2016, Moody's Investors Service downgraded Spanish Broadcasting System's Corporate Family Rating to 'Caa2' from 'Caa1', Probability of Default Rating to 'Caa3-PD' from 'Caa1-PD', and lowered its Speculative Grade Liquidity Rating to SGL-4 from SGL-3. Spanish Broadcasting's 'Caa2' Corporate Family Rating and Caa3-PD Probability of Default Rating reflect very high debt+preferred stock-to-EBITDA of 10.4x estimated for LTM December 2015 (including Moody's standard adjustments, 6.9x excluding preferred stock and accrued dividends), the need to address the Voting Rights Triggering Event, and the heightened potential of a payment default given the near term maturity of the 12.5% senior secured notes due April 2017. As reported by the TCR on June 21, 2016, S&P Global Ratings said it lowered its corporate credit rating on Spanish Broadcasting System to 'CCC' from 'CCC+'. SRAM CORP: Moody's Assigns B2 Rating to $570MM 1st Lien Term Loan ----------------------------------------------------------------- Moody's Investors Service assigned B2 ratings to SRAM Corporation's $570 million first lien term loan and $40 million first lien revolving credit facility. The revolver expires in 2022 and the term loan matures in 2024. Net proceeds from the new term loan will be used to repay the existing $570 million term loan. The rating on the existing term loan and revolver will be withdrawn at the closing of this offering. The company's B2 Corporate Family Rating and Stable outlook are unchanged. RATINGS RATIONALE SRAM B2 Corporate Family Rating reflects its modest scale with about $640 million of revenue, narrow product focus in bicycle component parts, susceptibility to discretionary consumer spending, and high leverage with debt/EBITDA at 5.8 times. The rating is also constrained by the company's record of shareholder friendly activities such as dividends and share repurchases as well as by the potential for future debt funded acquisitions. SRAM's significant exposure to Europe where about half of its revenue is generated also inhibits the rating. SRAM's rating benefits from: 1) good market position within the bicycle component industry; 2) solid product portfolio within the premium bicycle component segment; and 3) strong brand recognition among bike enthusiasts and dealers. The B2 rating on the $40 million revolver and $570 million term loan, which is the same as the B2 CFR, reflects the preponderance of debt in the capital structure. Both the term loan and revolver are secured by a first priority lien on all of SRAM's assets. An insignificant amount of obligations are junior to the secured term loan and revolver. The stable outlook reflects Moody's view that SRAM will remain a moderately sized company, operating in a specialized, niche market, and maintain high financial leverage. Moody's would need to see a significant improvement in operating performance before it would consider a ratings upgrade. Debt/EBITDA would also need to be sustained below 5 times before the rating agency would consider an upgrade. A deterioration in operating performance and credit metrics could spur a downgrade. Debt/EBITDA sustained above 6 times could also result in an upgrade. The principal methodology used in these ratings was that for the Consumer Durables Industry published in September 2014. Headquartered in Chicago, Illinois, SRAM Corporation is a global manufacturer and designer of premium bicycle components. Annual revenue is approximately $640 million. SRAM LLC: S&P Assigns 'B' Rating on Proposed Senior Secured Debt ---------------------------------------------------------------- S&P Global Ratings said it assigned its 'B' issue-level rating and '3' recovery rating to Chicago-based SRAM LLC's proposed senior secured debt issues, which include a $570 million term loan B due 2024 and a $40 million revolving credit facility due 2022. The '3' recovery rating indicates S&P's expectation for meaningful recovery (50% to 70%; rounded estimate 55%) of principal in the event of a payment default. The company will use the proceeds from the proposed credit facilities to fund the refinancing of its existing debt. S&P's 'B' corporate credit rating and stable outlook on SRAM are unchanged. "The corporate credit rating on SRAM primarily reflects our expectation for operating lease-adjusted debt to EBITDA to be in the high-4x area in 2017," said S&P Global Ratings credit analyst Justin Gerstley. In 2015, SRAM's sales suffered due to a number of factors, including a shift in the industry's distribution channels, slow sales of high-end bikes that led to elevated inventory levels at original equipment manufacturers (OEMs), and a strong U.S. dollar that resulted in higher prices in Europe, as SRAM's products were priced in U.S. dollars. Since then, SRAM introduced several new products, two of which (ETAP and EAGLE) were particularly well received in the marketplace and contributed to good revenue growth for SRAM, despite only modest growth in OEM sales for the full year 2016. Furthermore, in the second half of 2016, OEM sales grew almost 9% as compared to the prior year, indicating a potential recovery of the inventory channel at OEMs. Despite these positive trends, S&P would likely need to feel confident that the company would be able to sustain leverage below its 5x upgrade threshold, incorporating potential volatility, before considering ratings upside. The stable outlook reflects S&P's expectation for order volumes to continue to stabilize this year and for good EBITDA coverage of interest expense above 4x through 2018. Additionally, S&P believes that the company will continue to dedicate available free cash flow toward paying down debt. SS&C TECHNOLOGIES: Moody's Hikes Corporate Family Rating to Ba3 --------------------------------------------------------------- Moody's Investors Service upgraded SS&C Technologies Holdings, Inc.'s Corporate Family Rating (CFR) to Ba3, from B1, its Probability of Default Rating (PDR) to Ba3-PD, from B1-PD, and the ratings for its senior secured credit facilities and senior unsecured notes by one notch to Ba2 and B2, respectively. Moody's also affirmed SS&C's SGL-1 speculative grade liquidity rating. The ratings outlook was changed to stable from positive. RATINGS RATIONALE The ratings upgrade reflects Moody's expectations for SS&C's credit metrics to strengthen over the next 12 to 18 months. Moody's expects revenue growth in the high single digit percentages in 2017, including about 3% to 4% organic growth, and total debt to EBITDA (Moody's adjusted) to approach the mid 3x by the end of 2017, from approximately mid 4x at year-end 2016. Gross debt has declined by approximately $614 million since the acquisition of Advent Software in July 2015. Moody's expects the company to generate free cash flow of approximately 15% of total adjusted debt in 2017 and the majority of free cash flow to be used to reduce debt over the next 3 to 4 quarters. The proposed refinancing of the term loans is expected to reduce annual interest expense by up to $15 million and improve cash generation. The company has made good progress in achieving synergies from the Advent acquisition and increasing operating efficiencies at Citigroup's Alternative Investor Services business, which it acquired in March 2016. Moody's expects SS&C's adjusted EBITDA to grow by at least 10% in 2017 from revenue growth and margin expansion. The Ba3 CFR reflects SS&C's enhanced operating scale and diversified product offerings resulting from consolidation. SS&C has significant opportunities to drive revenue growth by cross-selling services to its large installed base of financial services customers. A high proportion of its revenues are recurring. The rating also reflects SS&C's highly competitive industry and its high revenue concentration in the hedge fund segment of the financial services industry. The rating also incorporates SS&C's high financial risk tolerance to consummate acquisitions and its acquisitive growth strategy. The risks are mitigated by the company's strong track record of integrating acquisitions and history of repaying debt after acquisitions. The stable outlook reflects Moody's expectation that total debt to adjusted EBITDA (Moody's adjusted) will decline and remain below 4x over the next 12 months. The SGL-1 speculative grade liquidity rating reflects SS&C's very good liquidity comprising free cash flow, cash on hand and partial availability under the revolving credit facility. Moody's could downgrade SS&C's ratings if an increase in debt or deterioration in earnings leads to Moody's expectation that total debt to EBITDA will be sustained above 4.5x (Moody's adjusted) or free cash flow to total adjusted debt will be sustained below 10% . Conversely, ratings could be upgraded if the company demonstrates conservative financial policies, earnings growth is strong and Moody's believes that SS&C will sustain total debt to EBITDA (Moody's adjusted) below 3.5x, including capacity to fund moderate size acquisitions. Upgrades: Issuer: SS&C Technologies Holdings, Inc. -- Corporate Family Rating, Upgraded to Ba3 from B1 -- Probability of Default Rating, Upgraded to Ba3-PD from B1-PD -- Senior Unsecured Regular Bond/Debenture, Upgraded to B2 (LGD6) from B3 (LGD6) Issuer: SS&C Technologies, Inc. -- Senior Secured Bank Credit Facilities, Upgraded to Ba2 (LGD3) from Ba3 (LGD3) Issuer: SS&C European Holdings S.a.r.l. -- Senior Secured Bank Credit Facilities, Upgraded to Ba2 (LGD3) from Ba3 (LGD3) Issuer: SS&C Technologies Holdings Europe S.a.r.l. -- Senior Secured Bank Credit Facility, Upgraded to Ba2 (LGD3) from Ba3 (LGD3) Outlook Actions: Issuer: SS&C European Holdings S.a.r.l. -- Outlook, Changed To Stable From Positive Issuer: SS&C Technologies Holdings Europe S.a.r.l. -- Outlook, Changed To Stable From Positive Issuer: SS&C Technologies Holdings, Inc. -- Outlook, Changed To Stable From Positive Issuer: SS&C Technologies, Inc. -- Outlook, Changed To Stable From Positive Affirmations: Issuer: SS&C Technologies Holdings, Inc. -- Speculative Grade Liquidity Rating, Affirmed SGL-1 SS&C is a leading provider of software and software-enabled services to over 11,000 clients in the financial services industry. The principal methodology used in these ratings was Software Industry published in December 2015. STEMTECH INTERNATIONAL: Intends to Use Opus Bank Cash Collateral ---------------------------------------------------------------- Stemtech International, Inc., seeks authorization from the U.S. Bankruptcy Court for the Southern District of Florida to use cash collateral on an interim basis through March 10, 2017. The Debtor proposes to use cash collateral, on an interim basis in accordance with the budgets, for purposes of funding payroll, rent, insurance and certain cost related to a construction project in Madagascar that will enable the Debtor to realize lower cost of goods sold in ingredient product. The Debtor's Budget contemplates a cash flow forecast for the next 3 weeks, from February 24, 2017 through March 10, 2017, projecting total operating cash disbursements of $119,000. The Debtor believes that Opus Bank will be affected with its use of cash collateral. Opus Bank, however, consents to the Debtor's use of cash collateral. The Debtor is indebted to Opus Bank in the amount of $3,351,871, as of February 2, 2017, which is secured by valid, enforceable, and perfected first-priority liens against substantially all of the Debtor's assets, except equity interests in foreign subsidiaries. Consequently, the Debtor proposes to provide Opus Bank with these adequate protection: (a) Continuing Liens with the same extent, validity and priority as of Petition Date and to a maximum of cash collateral used; (b) Monthly interest payments at contract rate in the amount of $21,017 commencing in March, 2017; (c) Replacement Liens, but only to the extent that the continuing liens and adequate protection payments are not sufficient to protect against diminution in the value of the Pre-Petition Collateral; and (d) super-priority administrative claim in an amount necessary to otherwise protect against diminution in the value of the Pre- Petition Collateral in the event the continuing liens, replacement liens and adequate protection payments are not sufficient to protect against any such diminution. A full-text copy of the Debtor's Motion, dated February 21, 2017, is available at https://is.gd/8kfgf7 A copy of the Debtor's Interim Budget is available at https://is.gd/VWaWdA About Stemtech International, Inc. Stemtech International, Inc. filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 17-11380), on February 2, 2017. The petition was signed by Ray C. Carter, Jr., chief executive officer. The case is assigned to Judge Raymond B Ray. At the time of filing, the Debtor had both assets and liabilities estimated to be between $1 million to $10 million each. The Debtor is represented by Michael D. Seese, Esq. at Seese, P.A. The Debtor tapped Thomas J. Santoro of GlassRatner Advisory & Capital Group, LLC as Financial Advisors A copy of the Debtor's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/flsb17-11380.pdf SULLIVAN VINEYARDS: Allowed to Pay $12K in Shipping Expenses ------------------------------------------------------------ Judge Alan Jaroslovsky of the U.S. Bankruptcy Court for the Northern District of California authorized Sullivan Vineyards Corporation to spend an additional $12,000 on shipping expenses pending the continued hearing on its motion to use cash collateral. The Debtor is authorized to use cash collateral on the condition that its actual spending on the other line items in the Court's February 16, 2017 cash collateral order aggregates at least $12,000 less than the ceiling for the same. Pursuant to the February 16 Order, the Debtor was authorized to use up to $114,230 of cash collateral pending the March 3, 2017, continued hearing on its motion to use cash collateral. The Debtor contended that it had received approximately $200,000 for over 500 orders from its wine club members and it needs to begin filling these orders now. The further contended that the wine club sales were at the favorable price of 85% of retail. Pursuant to the February 16, 2017 Order, the Debtor was authorized to use up to $5,814 for shipping expenses. However, the company that handles shipping of wine club orders had informed the Debtor that it must prepay for its services to fill the pending orders. The Debtor told the Court that it did not anticipate that it would be required to pay for the bulk of these shipping expenses prior to March 3 when the Debtor put together its line items on its cash collateral cash collateral budget. Accordingly, the Debtor needs to use an additional $12,000 of cash collateral for shipping expenses prior to the March 3 hearing. A full-text copy of the Order, entered on Feb. 21, 2017, is available at https://is.gd/ltVmCj About Sullivan Vineyards Corporation Sullivan Vineyards Corporation filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 17-10065), on February 1, 2017. The petition was signed by Ross Sulliva, CEO. The Debtor is represented by Steven M. Olson, Esq., at the Law Office of Steven M. Olson. The case is assigned to Judge Alan Jaroslovsky. The Debtor estimated assets at $1 million to $10 million and liabilities at $10 million to $50 million at the time of the filing. SUNSET9 LLC: Seeks to Hire Louis J. Esbin as Legal Counsel ---------------------------------------------------------- Sunset9 LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire the Law Offices of Louis J. Esbin to give legal advice regarding its duties under the Bankruptcy Code, negotiate with creditors, and provide other legal services. The hourly rates charged by the firm are: Louis Esbin $500 Associate $250 Paralegals $150 Legal Assistants $150 Louis Esbin, Esq., disclosed in a court filing that the firm does not represent any interest adverse to the Debtor. The firm can be reached through: Louis J. Esbin, Esq. Law Offices of Louis J. Esbin 25129 The Old Road, Suite 114 Stevenson Ranch, CA 91381-2273 Tel: 661-254-5050 Fax: 661-254-5252 Email: Esbinlaw@sbcglobal.net About Sunset9 LLC Sunset9 LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 17-10624) on January 19, 2017. The petition was signed by Joel Abergel, managing member. The case is assigned to Judge Sheri Bluebond. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. TALLAHASSEE INDOOR: Hearing on Plan Outline Set For March 23 ------------------------------------------------------------ The Hon. Karen K. Specie of the U.S. Bankruptcy Court for the Northern District of Florida will hold on March 23, 2017, at 1:30 p.m. a hearing to consider the adequacy of the disclosure statement and Chapter 11 plan filed by Tallahassee Indoor Shooting Range LLC on Feb. 17, 2017. March 16, 2017, is the last day for filing of objections to the Disclosure Statement. About Tallahassee Indoor Tallahassee Indoor Shooting Range LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 16-40407) on Aug. 26, 2016. The petition was signed by Robert W. Kornegay Sr., managing member. The Debtor is represented by Robert Bruner, Esq. The Debtor also hired J. Stanley Chapman, Esq., at Equels Law Firm to represent the Debtor in a lawsuit it filed against Blueprint 2000 Intergovernmental Agency in the Circuit Court of Leon County, Florida. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. TARTAN CONTROLS: Receiver Selling All Assets to Eastar Premium -------------------------------------------------------------- PricewaterhouseCoopers, Inc. ("PWC"), the court-appointed Receiver and authorized foreign representative of Tartan Controls Corp. ("Tartan Corp.") in the proceeding pending in the Court of Queen's Bench of Alberta, Canada, asks the U.S. Bankruptcy Court for the District of Wyoming to authorize the sale of substantially all assets of the Tartan Corp.'s to Eastar Premium Pipe, Inc. Prior to entry of the Receivership Order, certain Tartan entities, including Tartan Controls, Inc. ("TI"), provided engineering, manufacturing, and services related to down-hole drilling tools in the western Canadian oil and gas market. Tartan Corp. is a Wyoming registered corporation and a wholly owned subsidiary of TI. On information and belief, Tartan Corp. was created by TI as a way to extend its service and infrastructure into the United States, including North Dakota, Wyoming, and Colorado. Beginning in 2010, The Toronto-Dominion Bank ("TD Bank") established a secured lending relationship with TI ("Credit Facilities"). The most recent credit agreement with TI is dated April 28, 2015, as further amended by agreements dated June 19, 2015, Oct. 28, 2015, April 18, 2016 and April 29, 2016 ("Credit Agreement"). The Credit Facilities were secured by various security agreements and guaranties. Tartan Corp. is a guarantor of the obligations represented by the Credit Facilities by virtue of its execution of an Unlimited Guarantee and Postponement in favor of TD Bank, jointly and severally guaranteeing the indebtedness and liabilities of TI. Tartan Corp. also granted a general security interest securing the indebtedness owed by TI. In July 2016, TD Bank demanded payment from various Tartan entities, including Tartan Corp. It issued demand letters to Tartan Corp. for the repayment of the indebtedness represented by the Credit Agreement and Notices of Intention to Enforce Security pursuant to Section 244 of the Bankruptcy and Insolvency Act (Canada). Based on the foregoing, the decision was made to seek appointment of a receiver in order to protect TD Bank's collateral in Canada and the United States. On Sept. 16, 2016, TD Bank, as Plaintiff, filed an Application by Plaintiff seeking the appointment of a Receiver in the Court of Queen's Bench of Alberta, Judicial Centre of Edmonton ("Canadian Court"). A Receivership Order was entered in the Canadian Court on Sept. 28, 2016. Additionally, on Dec. 19, 2016 the Receiver took the legal step of having TI make a voluntary assignment into bankruptcy ("Canadian Bankruptcy") under and pursuant to the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3. Pursuant to the Receivership Order, a stay is in place in Canada which prohibits any proceeding or enforcement process against Tartan Corp. or its assets. Further, all rights and remedies of any entity, whether judicial or extra-judicial, are stayed and suspended against Tartan Corp. and its assets. The Canadian Court appointed PWC as the Receiver. The Receiver's role in the Canadian Proceeding is to take possession and to preserve all property of Tartan Corp., and Tartan Corp. is obligated to cooperate with the Receiver in this respect. The Receiver intends to liquidate all assets of Tartan Corp. for the benefit of its creditors. On Jan. 23, 2017, the Receiver filed a Petition in order to recognize the Canadian Proceeding as a foreign main proceeding in the United States. By filing the Petition, the Receiver wishes to obtain relief in substantially the same form provided in the Canadian Proceeding, and to allow for the proper and necessary communication and coordination between the Canadian Proceeding and this case to ensure the orderly, fair, and efficient restructuring or liquidation of Tartan Corp. It is anticipated that on March 8, 2017, the Court will enter an Order Granting Recognition as a Foreign Main Proceeding and Related Relief in the Tartan Corp. bankruptcy case ("Proposed Recognition Order"). The Proposed Recognition Order, as proposed, provides, inter alia, that the Receivership Order entered in the Canadian Proceeding should be given full force and effect in the United States. The Proposed Recognition Order further states the administration or realization of all or part of the assets of Tartan Corp. within the territorial jurisdiction of the United States is entrusted to the Receiver, and the terms of the Receivership Order will apply to Tartan Corp., its creditors, the Receiver, and any other parties-in-interest. In November 2016, the Receiver undertook a formal marketing and sale process (with respect to the TI property) and contacted approximately 96 parties in North America, including four auctioneers. Interested parties received an Invitation for Offers to Purchase Assets Packet, also known as Sale of Assets by Tender Information Package dated Nov. 21, 2016 ("Information Package"). The salient terms of the Information Package are: a. Certain assets were being offered for sale on an "as is, where is" basis which were comprised of milling machines, lathes, grinder, band saws, welders, compressors, sand blasters, pressure washers, CNC Machines and other miscellaneous equipment and inventory located primarily in Edmonton, Alberta. The assets are described as: (i) Lot 1: Edmonton - Equipment and Other Assets; (ii) Lot 2: Edmonton - Leased Equipment (subject to approval by the lease company); and (iii) Lot 3: Edmonton – Inventory ("TI Assets"). b. A viewing of the TI Assets was scheduled for Nov. 30, 2016 from 9:00 a.m. to 2:00 p.m. c. All TI Assets were being sold "en-bloc" and that the Receiver would not consider piecemeal offers. d. Tenders would be accepted until 12:00 p.m. (MDT) on Dec. 7, 2016. e. Any accepted tender and subsequent sale could be and therefore remains subject to and conditional on court approval on terms acceptable to the Receiver. A copy of the Information package attached to the Motion is available for free at: http://bankrupt.com/misc/Tartan_Controls_26_Sales.pdf In addition to offering to buy the TI Assets, the Purchaser made an unsolicited offer to purchase certain assets owned by Tartan Corp. which included a majority of Tartan Corp.'s assets located in Casper, Wyoming ("Casper Assets"). Although it was determined there appeared to be no net benefit to the Receiver taking possession of the Casper Assets, they are nevertheless included in the "Sale." Subsequent to the Sale, on Feb. 6, 2017, the Receiver filed with the Canadian Court its First Report to the Court Submitted by PricewaterhouseCoopers, Inc. in its Capacity as Receiver dated Feb. 6, 2017 ("First Report"). Thereafter on Feb. 10, 2017, the Receiver filed with the Canadian Court its Second Report to the Court Submitted by PricewaterhouseCoopers Inc. in its Capacity as Receiver dated Feb. 10, 2017 ("Second Report"). The First and Second Reports indicate, inter alia that: a. On Dec. 6, 2017, the Purchaser submitted a letter of intent ("LOI") for the purchase of all TI Assets as well as all of the assets owned by Tartan Corp. b. Following the signing of the LOI, the Receiver and Purchaser entered into two Asset Purchase Agreements, one pertaining to TI and the second pertaining to Tartan Corp. ("Tartan Corp. APA"). c. The Tartan Corp. APA in general provides that the Purchaser will acquire all the assets, properties and undertakings of Tartan Corp. used in the United States and located at the premises of Tartan Corp. at 2327 Colman Circle, Casper, Wyoming and Suite 2800S, 600-17th Street, Denver, Colorado on the closing date in connection with business of Tartan Corp. d. The Tartan Corp. assets include, but are not limited to, the capital assets, intellectual property and all other assets of Tartan Corp. as specified in the Tartan Corp. APA. In addition, on Feb. 10, 2017, the Receiver in the Canadian Proceeding filed two Applications for Order Approving Sale and Vesting Order (Personal Property) and Temporary Sealing Order (TCC); one pertaining to the TI Assets; and the other pertaining to the Tartan Corp. assets ("Canadian Sale Motion") in order to have the Sale of all Assets approved by the Canadian Court. The Canadian Sale Motion includes "Confidential Appendices" including, but not limited to, an Edmonton Equipment Appraisal, Asset Purchase Agreements and the Receiver's Estimated Realization Analysis. Contemporaneously with the filing of the U.S. Sale Motion, the Receiver is filing in the Court a Motion to Seal Confidential Appendices in Connection with Contemporaneously Filed Sale Motion requesting the Court seal the Confidential Appendices, which request has also been made and approved in the Canadian Proceeding. A Sale Approval and Vesting Order (Personal Property) and Temporary Sealing Order (TCC) was entered by the Canadian Court on Feb. 14, 2017. Approval of the Sale to the Purchaser is in the best interests of the bankruptcy estate. The Sale is not conditioned on further due diligence or financing contingencies. The Purchaser has demonstrated that it has the ability to close the transaction upon obtaining the necessary approval from the Canadian Court and this Court. Accordingly, the Receiver asks that the Court enter an Order approving the sale of the Assets free and clear of all liens, claims, and interests. The Receiver also asks that the Court recognize and enforce Canadian Sale Order entered by the Canadian Court approving the sale of the Assets to the Purchaser. About Tartan Controls Tartan Controls Inc., along with affiliates, provided engineering, manufacturing, and services related to down-hole drilling tools in the western Canadian oil and gas market. Tartan Controls Corp., a Wyoming registered corporation and a wholly owned subsidiary of Tartan Inc., was created to extend its service and infrastructure into the United States, including North Dakota, Wyoming, and Colorado. Tartan Controls Corp. filed a voluntary petition under Chapter 15 of the Bankruptcy Code in the U.S. Bankruptcy Court for the District of Wyoming on Jan. 23, 2017 (Bankr. D. Wyo. Case No. 17-20037). The case is assigned to Judge Cathleen D. Parker. The Debtor tapped Chad S. Caby, Esq., and Brent R. Cohen, Esq., at Lewis Roca Rothgerber Christie as counsel. PricewaterhouseCoopers Inc., as the court-appointed receiver and authorized foreign representative of Tartan Corp., commenced the Chapter 15 case in order to seek recognition in the United States of a proceeding pending in the Court of Queen's Bench of Alberta, Canada under the Bankruptcy and Insolvency Act. TULARE LOCAL: Fitch Alters Watch on BB- 2007 Bonds Rating to Neg ---------------------------------------------------------------- Fitch Ratings has revised the Rating Watch to Negative from Positive on the 'BB-' rating on $13,650,000 series 2007 fixed-rate bonds issued by the Tulare Local Health Care District d/b/a Tulare Regional Medical Center (TRMC) and on TRMC's Issuer Default Rating (IDR) of 'BB-'. SECURITY Debt payments are secured by a pledge of the gross revenues of Tulare Local Health Care District. A fully funded debt service reserve fund provides additional security for bondholders. KEY RATING DRIVERS FUNDING FOR TOWER COMPLETION: The Negative Watch is due to the failure of a ballot measure in August 2016 that would have authorized a $55 million general obligation (GO) bond issuance to finish its new building project. TRMC is currently in the process of evaluating financing options and the Negative Watch reflects the sizeable amount of debt that will need to be supported from hospital operations. FINANCIAL TURNAROUND: The current management team has been in place since January 2014 and led a financial turnaround with strong operating results in fiscal 2015 and 2016 (June 30 year-end) with 16.6% and 14.1% operating EBITDA margins, respectively. TRMC's financial profile has weakened through the six months ended Dec. 31, 2016 as a result of an information technology conversion and continued decline in volume. TRMC had 41.2 days cash on hand at Dec. 31, 2016 and 6.3% operating EBITDA margin through the interim period. NEW BUILDING PROJECT: TRMC has been hindered by an unfinished construction project that was supposed to be complete in 2012, due to numerous construction issues and litigation with the contractor. After settling with the contractor, TRMC has spent its own funds to prepare the building for completion. The completion of the tower project will be key to stemming outmigration and enhancing services. RATING SENSITIVITIES UPCOMING FINANCING EXPECTED: Management expects to finalize its financing plan by summer 2017 and will issue bonds through the FHA 242 program or Cal Mortgage. The Negative Watch reflects Fitch's concern about the magnitude of the debt on Tulare Regional Medical Center's financial profile and will assess the impact on the rating at the time of the financing. CREDIT PROFILE Tulare Local Health Care District, d/b/a Tulare Regional Medical Center owns and operates a 112-bed hospital in the city of Tulare, CA. Total operating revenue in FYE June 30, 2016 (unaudited interim results) was $81 million (excluding tax revenues related to GO bonds debt service). Since January 2014, TRMC has been managed by HealthCare Conglomerate Associates. The current management agreement runs until 2029 with possible extensions. VARIATION FROM PUBLISHED CRITERIA The analysis supporting the 'BB-' IDR includes a variation from the U.S. Nonprofit Hospitals and Health Systems Rating Criteria. Enhanced analysis under the variation relates to the assessment of the benefits and risks of supplemental tax revenues available to the healthcare provider. This evaluation is supported by Fitch's new U.S. Tax-Supported Rating Criteria dated April 21, 2016, that includes refinements to the analysis of both tax revenue volatility, through the new Fitch Analytical Sensitivity Tool (FAST), and the value of taxing capacity relative to the issuer's potential revenue stress in a downturn. DISCLOSURE TRMC covenants to disclose annual financial statements within four months of fiscal year-end and quarterly unaudited financial statements within 60 days of quarter-end through the MSRB EMMA website. TRMC's fiscal year ended June 30, 2016 audit is still not available due to a change in auditors. Management expects the audit to be available shortly. TURNING LEAF: Taps Michael O'Brien Law Firm as Counsel ------------------------------------------------------ Turning Leaf Homes IV, LLC, seeks authorization from the U.S. Bankruptcy Court for the District of Oregon to employ Michael D. O'Brien & Associates P.C., particularly Theodore J. Piteo, as its attorney of record. The Debtor requires the law firm to represent it for all purposes related to the petition for relief including, among other things: -- negotiating financing orders; -- obtaining authorization for use of cash collateral; -- reviewing and evaluating the status and validity of secured claims, litigation; and -- implementing its avoidance powers and formulating a disclosure statement and plan of reorganization. The law firm will be paid at these hourly rates: Michael D. O'Brien, Partner $365 Theodore J. Piteo, Associate $300 Hugo Zollman, Sr. Paralegal $170 The law firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Turning Leaf Management, Inc., paid $5,000 to the law firm on Feb. 2, 2017 for preliminary bankruptcy planning work for Debtor. Turning Leaf paid $10,000 to the firm immediately prior to filing. From these amounts the sum of $1,717 was paid to the U.S. Bankruptcy Court for a filing fee, and $13,283 is earned on receipt subject to ultimate court approval under 11 U.S.C. Section 329 and Section 330 or court ordered disgorgement. The payments are considered either equity contributions to Debtor or gifts from the contributing entity. Mr. Piteo assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The law firm can be reached at: Michael D. O'Brien, Esq. Theodore J. Piteo, Esq. MICHAEL D. O'BRIEN & ASSOCIATES, P.C. 12909 SW 68th Pkwy, Suite 160 Portland, OR 97223 Tel: (503) 786-3800 E-mail: ted@pdxlegal.com enc@pdxlegal.com About Turning Leaf Homes IV Turning Leaf Homes IV, LLC, based in Portland, Ore., filed a Chapter 11 petition (Bankr. D. Ore. Case No. 17-30353) on Feb. 6, 2017. The Hon. Trish M Brown presides over the case. Theodore J Piteo, Esq., at Michael D. O'Brien & Associates, P.C., serves as bankruptcy counsel. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Tracey Baron, manager. ULTRA PETROLEUM: Has Until April 15 to File Reorganization Plan --------------------------------------------------------------- Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern District of Texas extended the exclusive period within which Ultra Petroleum Corp. and its affiliated Debtors may file a Chapter 11 plan for each Debtor through April 15, 2017 and the exclusive period to solicit acceptance of such plan through and including June 15, 2017. The Troubled Company Reporter had earlier reported that the Debtors asked the Court to extend their exclusive periods to file and solicit acceptances to a Plan through and including June 29, 2017 and August 29, 2017, respectively. The Debtors contended that there were still many unresolved issues that must be addressed to bring these chapter 11 cases to conclusion. Among other things, additional time was needed for the Debtors to: (a) prosecute the Plan, including working to close the $580-million rights offering contemplated in the Backstop Commitment Agreement without the disruption that would result from alternative plans that could be motivated by the parochial interests of the Debtors' sophisticated and aggressive stakeholders; (b) continue to engage in discussions with the Committee, the OpCo Group, and the OpCo Noteholder Group regarding the Plan and Disclosure Statement -- a significant undertaking given the complexity of the Debtors' capital structure, number of organized stakeholder groups, and divergent views held by certain constituencies; (c) litigate the OpCo Group's motions to appoint a chapter 11 trustee and to contest certain Plan classification matters; and (d) continue their comprehensive claim reconciliation, objection, and settlement process, which has included the resolution of hundreds of millions of dollars of claims asserted by Pinedale Corridor L.P., Rockies Express Pipeline, LLC, and Big West Oil LLC. About Ultra Petroleum Houston, Texas-based Ultra Petroleum Corp. (OTC Pink Marketplace: "UPLMQ") is an independent oil and gas company engaged in the development, production, operation, exploration and acquisition of oil and natural gas properties. Ultra Petroleum Corp. and seven subsidiary companies filed petitions (Bankr. S.D. Tex. Lead Case No. 16-32202) seeking relief under chapter 11 of the United States Bankruptcy Code on April 29, 2016. The Debtors' cases have been assigned to Judge Marvin Isgur. Ultra Petroleum disclosed total assets of $1.28 billion and total liabilities of $3.91 billion as of March 31, 2016. James H.M. Sprayregen, P.C., David R. Seligman, P.C., Michael B. Slade, Esq., Christopher T. Greco, Esq., and Gregory F. Pesce, Esq., at Kirkland & Ellis LLP; and Patricia B. Tomasco, Esq., Matthew D. Cavenaugh, Esq., and Jennifer F. Wertz, Esq., at Jackson Walker, L.L.P., serve as co-counsel to the Debtors. Rothschild Inc. serves as the Debtors' investment banker; Petrie Partners serves as their investment banker; and Epiq Bankruptcy Solutions, LLC, serves as claims and noticing agent. The Office of the U.S. Trustee has appointed seven creditors of Ultra Petroleum Corp. to serve on an Official Committee of Unsecured Creditors. The Committee tapped Weil, Gotshal & Manges LLP as its legal counsel; Opportune LLP as advisor; and PJT Partners LP as its financial advisor. UNIT CORP: Moody's Revises Outlook to Stable & Affirms B2 CFR ------------------------------------------------------------- Moody's Investors Service changed Unit Corporation's rating outlook to stable from negative and upgraded the company's Speculative Grade Liquidity Rating to SGL-2 from SGL-3. Concurrently, Moody's affirmed Unit's B2 Corporate Family Rating (CFR), B2-PD Probability of Default Rating (PDR), and B3 senior subordinated notes. "The outlook change reflects Unit's improving margins, modest free cash flow prospects in 2017 supported by hedges, and good liquidity," said Sajjad Alam, Moody's Senior Analyst. Issuer: Unit Corporation Affirmations: -- Probability of Default Rating, Affirmed B2-PD -- Corporate Family Rating, Affirmed B2 -- Senior Subordinated Regular Bond/Debentures, Affirmed B3 (LGD5) Upgrades: -- Speculative Grade Liquidity Rating, Upgraded to SGL-2 from SGL-3 Outlook Actions: Issuer: Unit Corporation -- Outlook, Changed To Stable From Negative RATINGS RATIONALE Unit Corporation's B2 CFR reflects its improving but high financial leverage, declining production and reserves trends which Moody's expects to stabilize in 2017 and slowly grow, and natural gas weighted production base. The rating also considers weak energy prices and challenged drilling industry conditions in North America that will limit cash flow growth in 2017. The B2 CFR is supported by Unit's diversified exposure to the upstream, contract drilling, and midstream sectors, high proportion of proved developed reserves, long track record of conservative financial management and improving margins and cash flows. Unit reduced its long term debt by $118 million in 2016 improving its covenant cushion, and has hedged roughly 50% of its 2017 oil production and 70% of its natural gas volumes at reasonable prices. Unit should have good liquidity through early-2018, which is reflected in the SGL-2 rating. Moody's expects the company to generate $10-$20 million of free cash flow in 2017 based on a capex budget of $227 million. At December 31, 2016, Unit had $314 million available under its $475 million committed revolver. The revolver borrowing base was re-determined in October 2016 at $475 million, which Moody's expects to grow in 2017 due to more drilling and completion activity. Unit has two financial covenants in the revolver credit agreement and Moody's expects ongoing compliance through 2018. The revolver matures in April 2020 and the 6.625% bonds mature in December 2021. Moody's note that Unit's drilling rigs are not pledged to its revolver lenders, which could provide potential alternate liquidity in a distressed situation. The company's 6.625% senior subordinated notes are rated B3, one notch below the B2 CFR, indicating their subordinated position in the capital structure relative to the secured revolving credit facility. Unit's ratings could be upgraded if the company can continue to improve its leverage metrics, show sequential production growth and sustain the retained cash flow to debt ratio above 30%. A downgrade is most likely to be triggered by weak liquidity or a retained cash flow to debt ratio approaching 10%. The principal methodology used in these ratings was Global Independent Exploration and Production Industry published in December 2011. Unit Corporation is primarily an exploration and production company with meaningful exposure to the drilling and midstream segments of the energy industry. UNITED MOBILE: Allowed to Continue Using Cash Through March 31 -------------------------------------------------------------- Judge Barbara Ellis-Monro of the U.S. Bankruptcy Court for the Northern District of Georgia authorized United Mobile Solutions, LLC to continue using cash collateral in accordance with the terms and conditions of the previously issued cash collateral order. T-Mobile USA, Inc., MetroPCS Georgia, LLC, and MetroPCS Texas, LLC consented to the Debtor's use of cash collateral and agreed to extend the cash collateral period through and including March 31, 2017. The approved Budget reflects total operating expenses of $265,407 for the month of February 2017 and $290,607 for the month of March 2017. A full-text copy of the Third Order, dated February 21, 2017, is available at https://is.gd/t7hb7v About United Mobile Solutions United Mobile Solutions, LLC is a carrier master dealer that operates and manages approximately 20 retail cellular phone stores. The Debtor's corporate offices are located in Norcross, Georgia. United Mobile Solutions, LLC, filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 16-62537) on July 20, 2016. The petition was signed by Kil Won Lee, president. The Debtor estimated its assets at $0 to $50,000 and its liabilities at $1 million to $10 million at the time of the filing. The Debtor is represented by Cameron M. McCord, Esq., at Jones & Walden, LLC. An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of United Mobile Solutions, LLC, as of Nov. 8, according to a court docket. VERUS SECURITIZATION 2017-1: S&P Rates Class B-2 Certificates BB ---------------------------------------------------------------- S&P Global Ratings assigned its ratings to Verus Securitization Trust 2017-1's $140.448 million mortgage pass-through certificates. The issuance is a residential mortgage-backed securities transaction backed by first-lien, fixed- and hybrid-adjustable rate residential mortgage loans secured by single-family residential properties, planned-unit developments, condominiums, and two-four family residential properties to both prime and non-prime borrowers. The pool has 289 loans, which are primarily non-qualified mortgage loans. The ratings reflect: -- The pool's collateral composition; -- The credit enhancement provided for this transaction; -- The transaction's associated structural mechanics; -- The representation and warranty (R&W) framework for this transaction; and -- The mortgage aggregator. RATINGS ASSIGNED Verus Securitization Trust 2017-1 Class Rating(i) Amount ($) A-1 AAA (sf) 87,300,000 A-2 AA (sf) 16,459,000 A-3 A (sf) 22,260,000 B-1 BBB (sf) 6,889,000 B-2 BB (sf) 4,495,000 B-3 B+ (sf) 3,045,000 B-4 NR 4,568,957 A-IO-S NR Notional(ii) XS NR Notional(iii) R NR N/A (i)Interest can be deferred on the classes; the ratings assigned to the classes address the ultimate payment of interest and principal. (ii)Notional equal to stated principal balance of loans. (iii)Notional equals to the aggregate balance of A-1, A-2, A-3, B-1, B-2, B-3, and B-4 certificates. N/A--Not applicable. NR--Not rated. VIA NIZA: Seeks to Hire Luis Cruz Lopez as Accountant ----------------------------------------------------- Via Niza Inc. seeks approval from the U.S. Bankruptcy Court in Puerto Rico to hire an accountant. The Debtor proposes to hire Luis Cruz Lopez, a certified public accountant, to supervise its accounting affairs, assist in the preparation of its monthly operating reports and income tax returns, and prepare financial projections and analysis required for the formulation of a bankruptcy plan. Mr. Lopez will charge an hourly rate of $150 and will receive reimbursement for work-related expenses. Staff accountants will charge $75 per hour. In a court filing, Mr. Lopez disclosed that he is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Mr. Lopez maintains an office at: Luis Cruz Lopez 172 La Coruna Street Ciudad Jardin Caguas, Puerto Rico Phone: (787) 703-2552 Phone: (787) 747-0620 Email: cpalcruz@gmail.com About Via Niza Inc. Via Niza, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. P.R. Case No. 17-00215) on January 18, 2017. Nilda Gonzalez-Cordero, Esq., serves as the Debtor's bankruptcy counsel. At the time of the filing, the Debtor estimated assets and liabilities of less than $1 million. WARRIOR MET: S&P Assigns 'B-' CCR; Outlook Stable ------------------------------------------------- S&P Global Ratings said that it assigned its 'B-' corporate credit rating to Warrior Met Coal LLC. The rating outlook is stable. At the same time, S&P assigned its 'B-' issue-level rating (same as the corporate credit rating) to Warrior Met Coal Intermediate Holdco LLC's proposed $350 million first-lien term loan due in 2024. The recovery rating is '3', indicating S&P's expectation of meaningful (50%-70%, rounded estimate 60%) recovery for lenders in the event of a payment default. Significant contributors to Warrior's weak business risk assessment include the inherent challenges of coal mining--operating in a cyclical industry, weather-related disruptions, capital intensive operations, labor-related challenges, and increasingly stringent environmental and safety regulations. Other factors specific to the company include its limited scale and scope, narrow product focus, and exposure to the volatile hard coking coal (HCC) price environment. The company sells its met coal to foreign customers (Europe, South America, and Asia) with short-term contracts highly dependent on the HCC Index price. These factors are partially offset by the company's high-grade product (premium low-volatile met coal), which makes up about 70% of sales, and above average operating margins. S&P considers Warrior's financial risk profile to be highly leveraged. Under S&P's baseline scenario for 2017, S&P estimates adjusted debt to EBITDA below 2x and FOCF to debt of 20%-25%. These measures typically result in a stronger financial risk profile. However, S&P also considers the company's financial sponsor ownership, which S&P associates with a more aggressive financial risk policy. S&P Global Ratings' base-case scenario includes: -- U.S. GDP growth of 2.4% in 2017 and 2.3% in 2018; -- Average realized met coal prices at $165 per ton for 2017, falling to about $135 per ton in 2018; and -- EBITDA margins of about 30%-35% in 2017 and 2018. Warrior is an Alabama-based producer of premium benchmark quality met coal that operates two long-wall met coal mines. The company is privately owned and does not release its financial statements publicly. S&P assesses Warrior's liquidity as adequate, based on these observations and estimates: -- S&P's expectation that liquidity sources, including availability under the company's asset-based lending (ABL) revolving facility, will exceed uses by at least 1.2x over the next 12 months. -- S&P's expectation that liquidity sources would continue to exceed uses, even if EBITDA declines by 15%. The new term loan has no financial covenants. The ABL facility has a springing 1x fixed coverage charge covenant. S&P do not expect the company to trigger the covenant in the forecast period. Other modifiers S&P applied a negative comparable rating adjustment that decreases the rating by one notch. The adjustment reflects uncertainty in 2017 associated with ongoing coal price volatility. Additionally, due to Warrior's small size, narrow product focus, and dependence on international customers, S&P views the business risk to be higher than that of similarly assessed peers. Finally, S&P considers that the company is relatively new and in transition. The stable outlook reflects S&P's expectation that Warrior will generate FOCF of about $100 million and maintain adjusted debt to EBITDA of less than 2x in the next 12 months. S&P will reassess the company's financial policy and revise its leverage expectation if the company goes public. S&P could lower the rating if the company's cash flow generation deteriorates such that S&P no longer views liquidity to be adequate. S&P could also lower the rating if leverage increases and is expected to remain above 5x. This could happen if HCC prices decline materially below our expectations, or if the sponsors pursue additional debt-financed distributions in the next 12 months. S&P could raise the rating if the company decreases its sponsor ownership below 40% and maintains discretionary cash flow to debt above 10% and adjusted debt to EBITDA below 3x. This could happen as a result of an initial public offering. WAYNE, MI: Moody's Lowers Issuer Rating to 'B1' ----------------------------------------------- Moody's Investors Service has downgraded the City of Wayne, MI's issuer rating to B1 from Ba3 and general obligation limited tax (GOLT) rating to B2 from B1. The outlook is negative. The city has $27.5 million of rated GOLT bonds. The downgrade of the issuer rating to B1 reflects greater than expected draws on already narrow liquidity in the current fiscal 2017 and an increasingly stressed financial position due to an ongoing structural imbalance with few options to make timely expenditure cuts or revenue enhancements. The rating also reflects the city's modestly-sized tax base with significant concentration in auto manufacturing, a weakened socioeconomic profile, very high leverage and high fixed costs. The B2 GOLT rating is one notch lower than the city's issuer rating. The notching reflects greater pressure on the continued payment of limited tax bond debt service, relative to the hypothetical GOULT pledge of the issuer rating, given the lack of a dedicated bond levy and strong limitations on the city's ability to raise revenue. This action concludes a review undertaken in conjunction with the publication on December 19, 2016 of the US Local Government General Obligation Debt Methodology. Rating Outlook The negative outlook reflects the expectation that the city's sizeable operating gap will continue to exert tremendous stress on liquidity. Previous attempts to increase revenues and reduce expenditures were insufficient, and the city has limited options to address its structural shortfall. Factors that Could Lead to an Upgrade Stabilization of the city's financial operations and reserves Factors that Could Lead to a Downgrade Further narrowing of the city's liquidity Lack of progress on trimming operating expenses Legal Security The city's outstanding rated securities are secured by its pledge and authorization to levy taxes subject to charter, statutory and constitutional limitations. Use of Proceeds Not applicable. Obligor Profile The City of Wayne is located in the north central portion of Wayne County, approximately 21 miles west of Detroit. The city operates under a Commission-Manager form of government and provides municipal services including public safety, health and welfare, recreation and utilities to a population of approximately 17,600 residents. Methodology The principal methodology used in this rating was US Local Government General Obligation Debt published in December 2016. WILTON INDUSTRIES: Bank Debt Trades at 3% Off --------------------------------------------- Participations in a syndicated loan under Wilton Industries is a borrower traded in the secondary market at 96.90 cents-on-the-dollar during the week ended Friday, February 24, 2017, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 0.78 percentage points from the previous week. Wilton Industries pays 625 basis points above LIBOR to borrow under the $0.400 billion facility. The bank loan matures on Aug. 23, 2018 and carries Moody's Caa2 rating and Standard & Poor's CCC+ rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended February 24. WOONSOCKET, RI: Moody's Affirms Ba3 Rating on GO Debt ----------------------------------------------------- Moody's Investors Service has assigned a Ba3 underlying rating and an A1 enhanced rating to the Rhode Island Health and Educational Building Corporation (RIHEBC) Public Schools Revenue Bond Financing Program Revenue Refunding Bonds, Series 2017A (City of Woonsocket Issue). Concurrently, Moody's has revised the outlook to positive from stable and affirmed the Ba3 underlying rating on City of Woonsocket's outstanding general obligation debt, including GO-secured debt issued through RIHEBC. The Ba3 underlying rating reflects a narrow but improved reserve and liquidity position following four audited years of operating surpluses. The rating also incorporates the challenges the city faces from weak income levels, a very high debt burden, and substantial unfunded pension and OPEB liabilities. The A1 enhanced rating with stable outlook is based on the Rhode Island Health and Educational Building Corporation (RIHEBC) monthly pay Intercept Program. The enhancement program's rating is based on Rhode Island's Aa2 general obligation rating and stable outlook. The state provides approximately 82% state building aid on the approved project in this issuance. Rating Outlook The revision of the outlook to positive on the underlying rating reflects modest financial improvement, which Moody's expects to continue over the near term. Given the recent positive operations, liquidity has improved and the city has not needed cash advances since July 2015 (fiscal 2016). Moody's expects that management's conservative budgeting and adherence to an adopted five-year forecast will ensure the maintenance of adequate reserve levels, and that the city will be able to meet its obligations without any cash flow borrowing. The enhanced rating maintains a stable outlook based on the state's Aa2 GO rating and stable outlook. Factors that Could Lead to an Upgrade - Material growth in General and School Fund reserves - Continued improvement in liquidity and a longer trend of managing operations without the need for cash flow borrowing - Continued full payments of annual pension contributions Factors that Could Lead to a Downgrade - Operating deficits in the General or School Funds - Renewed reliance on cash flow borrowing to make debt service payments - Significant growth in debt, pension or OPEB liabilities Legal Security The bonds are special obligations of RIHEBC, secured solely by the loan payments from the City of Woonsocket under its financing agreement with RIHEBC. Loan repayments are scheduled to be sufficient to pay the city's 100% share of the principal, sinking fund installments and redemption price of and interest on the bonds and are backed by the city's general obligation property tax pledge. The city will pay gross debt service to RIHEBC 45 days in advance of scheduled debt service, thereby assuring that sufficient funds are on deposit with the trustee in order to meet debt service on the RIHEBC bonds. The city is shortly thereafter reimbursed for its portion of eligible School Housing Aid (currently 82%). In the event the city fails to make its loan payment to RIHEBC, State Housing and Basic Education Aid may be intercepted and applied to the payment of the bonds. The city's bonds benefit from state legislation passed in 2011 that provides a statutory lien on ad valorem taxes and general fund revenues, giving priority to payment of general obligation debt in bankruptcy proceedings. Use of Proceeds Bond proceeds will advance refund certain maturities of the RIHEBC Series 2009E bonds for estimated net present value savings of $2 million, equal to roughly 3.6% of refunded principal. The savings will be taken equally over the life of the issue and there is no extension of final maturity. Obligor Profile Woonsocket has a population of 41,000 and is located on the Rhode Island/Massachusetts border, approximately 15 miles north of Providence. Methodology The principal methodology used in the underlying rating was US Local Government General Obligation Debt published in December 2016. The principal methodology used in the enhanced rating was State Aid Intercept Programs and Financings: Pre and Post Default published in July 2013. YORK RISK: Bank Debt Trades at 3% Off ------------------------------------- Participations in a syndicated loan under York Risk Services Holding is a borrower traded in the secondary market at 97.10 cents-on-the-dollar during the week ended Friday, February 24, 2017, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.15 percentage points from the previous week. York Risk pays 375 basis points above LIBOR to borrow under the $0.555 billion facility. The bank loan matures on Sept. 18, 2021 and carries Moody's B3 rating and Standard & Poor's B- rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended February 24. ZAMINDAR PROPERTIES: Taps Calaiaro Valencik as Legal Counsel ------------------------------------------------------------ Zamindar Properties, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire Calaiaro Valencik to give legal advice regarding its duties under the Bankruptcy Code, prepare a bankruptcy plan, give advice regarding possible preference actions, and provide other legal services. The hourly rates charged by the firm are: Donald Calaiaro $350 David Valencik $300 Staff Attorney $250 Paralegal $100 Calaiaro Valencik does not hold any interest adverse to the Debtor's bankruptcy estate, and is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Donald R. Calaiaro, Esq. David Z. Valencik, Esq. Calaiaro Valencik 428 Forbes Avenue, Suite 900 Pittsburgh, PA 15219-1621 Phone: (412) 232-0930 Email: dcalaiaro@c-vlaw.com Email: dvalencik@c-vlaw.com About Zamindar Properties Zamindar Properties, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W. D. Pa. Case No. 16-23385) on September 9, 2016. The petition was signed by Joann Jenkins, president. The case is assigned to Judge Carlota M. Bohm. At the time of the filing, the Debtor estimated its assets and liabilities at $1 million to $10 million. No official committee of unsecured creditors has been appointed in the case. [*] Moody's Takes Action on Armor, GFI & Oppenheimer ---------------------------------------------------- Moody's Investors Service has announced rating actions involving three US-based securities industry service providers, following the publication of its new securities industry service providers rating methodology. This is now the primary methodology that Moody's uses to rate securities industry service providers globally, except in jurisdictions where certain regulatory requirements must be fulfilled prior to the new methodology's implementation. The three securities industry service providers affected by rating action are: * Armor Holdco, Inc. * GFI Group Inc. * Oppenheimer Holdings, Inc. Moody's has placed Armor Holdco, Inc.'s (Armor) B3 corporate family rating (CFR) on review for downgrade. Moody's has also placed Armor Holding II LLC's B2 senior secured first lien bank credit facility and revolving credit facility on review for upgrade, and its Caa1 senior secured second lien bank credit facility on review for downgrade. Moody's has assigned GFI Group Inc. (GFI) a corporate family rating of Ba2 and affirmed its Ba2 backed senior unsecured rating both with a stable outlook, and has withdrawn GFI's Ba2 issuer rating. Moody's has affirmed Oppenheimer Holdings, Inc.'s (Oppenheimer) B2 corporate family rating, and changed the outlook to stable from positive. Moody's also upgraded Oppenheimer's backed senior secured rating to B1 from B2, with stable outlook. RATINGS RATIONALE Moody's rating actions on Armor, GFI and Oppenheimer follow the publication of Moody's new securities industry service providers rating methodology (Moody's has also published a separate new methodology for rating securities industry market makers), which incorporates a number of changes and enhancements from Moody's previous rating methodology for rating these securities firms. Moody's said its new methodology for rating securities industry service providers has retained each of the key financial metrics that it had used to rate such firms under the previous methodology (pre-tax earnings, pre-tax margin, pre-tax margin volatility , debt/EBITDA and EBITDA/interest expense) and has introduced a new leverage ratio: (retained cash flow -- capital expenditures)/debt. Moody's said a key enhancement in the new methodology is the utilization of Moody's loss given default (LGD) methodology and model in the consideration of instrument-level ratings of speculative-grade securities industry service providers. Moody's said its LGD model draws on a rich history of default data and has long been utilized to assign speculative-grade non-financial corporate issuers' instrument ratings in the US, Canada and Europe. The LGD model will now be utilized for speculative grade securities industry service providers located in these geographies, since the key characteristics of securities industry service providers are in many ways similar to those of non-financial corporate issuers. FIRM-SPECIFIC CONSIDERATIONS Moody's specific rating considerations for each of the three firms affected by these rating actions is: ARMOR Moody's said Armor's B3 corporate family rating was placed on review for downgrade as a result of the increased weighting placed on financial metrics in its new rating methodology when an issuer's financial profile is weaker than its operating environment. Moody's said that although Armor has a sound competitive position in the consolidating securities transfer and processing business in North America, a series of acquisitions has led to elevated levels of debt and associated high interest expense and weak profitability. Moody's said its review for downgrade would focus on assessing Armor's most recent financial results and activities, and that it would assess the likelihood of it being able to improve its financial profile. Absent an expectation of improved financial performance, Moody's said Armor's corporate family rating is likely to be downgraded by a notch. Moody's said its B2 ratings on Armor Holding II LLC's senior secured first lien bank credit facility and revolving credit facility are on review for upgrade based on the application of Moody's LGD methodology and model and the facilities' priority ranking in Armor's capital structure. Moody's said that should its review conclude by confirming Armor's existing B3 corporate family rating, then the first lien facilities would likely be upgraded to B1. However, said Moody's, should Armor's corporate family rating be downgraded to Caa1, then the existing B2 first lien ratings would likely be confirmed. Moody's said Armor Holding II LLC's Caa1 senior secured second lien bank credit facility is on review for downgrade based on Armor's corporate family rating being on review for downgrade, and the application of Moody's LGD methodology and model and the facility's secondary ranking in Armor's capital structure. Moody's said that should its review conclude by confirming Armor's existing B3 corporate family rating, then the second lien credit facility rating would likely be confirmed at Caa1, and would likely be three notches below Armor's first lien ratings, reflecting the second lien's higher expected loss content, given its secondary claim upon Armor's assets and its smaller size compared with Armor's first lien facilities. However, said Moody's, should Armor's corporate family rating be downgraded to Caa1, then the existing Caa1 second lien credit facility rating would likely be downgraded to Caa2, and, again, likely be three notches below Armor's first lien ratings. Factors that could lead to an upgrade - Armor * Improvement in expense control leading to positive pre-tax earnings and stable margins * Reduction in Debt/EBITDA ratio to a level below 5x (including Moody's standard adjustments) Factors that could lead to a downgrade - Armor * In reviewing Armor's corporate family rating for downgrade, Moody's will focus on assessing Armor's most recent financial results and activities, and will assess the likelihood of it being able to improve its financial profile. Absent an expectation of improved financial performance, Armor's corporate family rating is likely to be downgraded. GFI Moody's said it assigned a Ba2 corporate family rating to GFI, with stable outlook, and withdrew GFI's Ba2 issuer rating, in order to be consistent with the application of the new securities industry service provider rating methodology. Moody's said that a corporate family rating is a more suitable rating type for a speculative-grade securities industry service provider. Moody's said its assessment of GFI's creditworthiness has not changed based on applying its new rating methodology, and accordingly it has affirmed GFI's Ba2 backed senior unsecured rating with a stable outlook. Factors that could lead to an upgrade - GFI * Strengthened profitability on a sustainable basis without a deterioration in the firm's liquidity profile or an increase in its leverage Factors that could lead to a downgrade - GFI * Pursuit of an aggressive financial policy that diminishes the firm's liquidity profile or weakens its leverage and debt service coverage without substantially enhancing or diversifying its EBITDA generation OPPENHEIMER Moody's said it changed the outlook on Oppenheimer's B2 corporate family rating to stable from positive as a result of the increased weighting placed on financial metrics in its new rating methodology when an issuer's financial profile is weaker than its operating environment. Moody's said that Oppenheimer's revenues have been pressured by a declining financial advisor base, leading to lower commission revenues at its private client segment. Necessary ongoing investments in the firm's compliance and risk management functions have also contributed to increased costs and profitability pressures. Moody's said Oppenheimer's B2 corporate family rating continues to be supported by its diversified revenue base, its ongoing commitment to improvements in compliance and risk management, and improved earnings potential from a rising interest rates environment. Moody's said it upgraded Oppenheimer's $150 million backed senior secured notes to B1 from B2, with stable outlook, based on the application of Moody's LGD methodology and model and reflecting the notes' seniority to Oppenheimer's lease obligations (which Moody's considers to be debt-like obligations when calculating issuers' financial metrics). Factors that could lead to an upgrade - Oppenheimer * A sustained improvement in profitability and debt leverage * Strong demonstration of an improved risk and control framework Factors that could lead to a downgrade - Oppenheimer * Any significant new issues in risk control or litigation * A broad slowdown in revenue generation leading to significant losses The principal methodology used in these ratings was Securities Industry Service Providers published in February 2017. [^] Large Companies with Insolvent Balance Sheet ------------------------------------------------ Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ABSOLUTE SOFTWRE OU1 GR 98.6 (49.8) (31.0) ABSOLUTE SOFTWRE ALSWF US 98.6 (49.8) (31.0) ABSOLUTE SOFTWRE ABT2EUR EU 98.6 (49.8) (31.0) ABSOLUTE SOFTWRE ABT CN 98.6 (49.8) (31.0) ADVANCED EMISSIO ADES US 40.5 (0.3) (1.4) ADVANCED EMISSIO OXQ1 GR 40.5 (0.3) (1.4) ADVANCEPIERRE FO APFHEUR EU 1,210.5 (329.7) 254.3 ADVANCEPIERRE FO 1AC GR 1,210.5 (329.7) 254.3 ADVANCEPIERRE FO APFH US 1,210.5 (329.7) 254.3 AEROJET ROCKETDY AJRD US 1,952.0 (63.9) 82.6 AEROJET ROCKETDY GCY TH 1,952.0 (63.9) 82.6 AEROJET ROCKETDY GCY GR 1,952.0 (63.9) 82.6 AEROJET ROCKETDY AJRDEUR EU 1,952.0 (63.9) 82.6 AGENUS INC AGEN US 174.8 (21.0) 74.7 AGENUS INC AJ81 TH 174.8 (21.0) 74.7 AGENUS INC AGENEUR EU 174.8 (21.0) 74.7 AGENUS INC AJ81 GR 174.8 (21.0) 74.7 AGENUS INC AJ81 QT 174.8 (21.0) 74.7 ALPINE 4 TECHNOL ALPP US 11.1 (0.7) (0.3) ALTERNATE HEALTH AHG CN 0.0 (0.0) (0.0) AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2) ARIAD PHARM ARIA US 676.6 (46.3) 240.4 ARIAD PHARM APS QT 676.6 (46.3) 240.4 ARIAD PHARM APS GR 676.6 (46.3) 240.4 ARIAD PHARM ARIA SW 676.6 (46.3) 240.4 ARIAD PHARM ARIAEUR EU 676.6 (46.3) 240.4 ARIAD PHARM APS TH 676.6 (46.3) 240.4 ARIAD PHARM ARIACHF EU 676.6 (46.3) 240.4 ASPEN TECHNOLOGY AZPN US 267.4 (192.9) (226.6) ASPEN TECHNOLOGY AZPNEUR EU 267.4 (192.9) (226.6) ASPEN TECHNOLOGY AST GR 267.4 (192.9) (226.6) ASPEN TECHNOLOGY AST TH 267.4 (192.9) (226.6) AUTOZONE INC AZ5 QT 8,742.5 (1,895.2) (481.5) AUTOZONE INC AZO US 8,742.5 (1,895.2) (481.5) AUTOZONE INC AZOEUR EU 8,742.5 (1,895.2) (481.5) AUTOZONE INC AZ5 TH 8,742.5 (1,895.2) (481.5) AUTOZONE INC AZ5 GR 8,742.5 (1,895.2) (481.5) AVID TECHNOLOGY AVD GR 262.9 (272.7) (91.6) AVID TECHNOLOGY AVID US 262.9 (272.7) (91.6) AVISTA HEALTH-A AHPA US 0.8 (0.0) (0.7) AVISTA HEALTHCAR AHPAU US 0.8 (0.0) (0.7) AVISTA HEALTHCAR AWF GR 0.8 (0.0) (0.7) AVISTA HEALTHCAR AHPAUEUR EU 0.8 (0.0) (0.7) AVON - BDR AVON34 BZ 3,418.9 (391.5) 506.6 AVON PRODUCTS AVP1EUR EU 3,418.9 (391.5) 506.6 AVON PRODUCTS AVP US 3,418.9 (391.5) 506.6 AVON PRODUCTS AVP TH 3,418.9 (391.5) 506.6 AVON PRODUCTS AVP GR 3,418.9 (391.5) 506.6 AVON PRODUCTS AVP CI 3,418.9 (391.5) 506.6 AVON PRODUCTS AVP QT 3,418.9 (391.5) 506.6 AVON PRODUCTS AVP* MM 3,418.9 (391.5) 506.6 AXIM BIOTECHNOLO AXIM US 1.2 (3.2) (3.0) BARRACUDA NETWOR CUDA US 453.7 (5.0) (3.8) BARRACUDA NETWOR CUDAEUR EU 453.7 (5.0) (3.8) BARRACUDA NETWOR 7BM GR 453.7 (5.0) (3.8) BASIC ENERGY SVS BAS US 1,003.0 (152.3) (869.2) BASIC ENERGY SVS BASEUR EU 1,003.0 (152.3) (869.2) BASIC ENERGY SVS B8JN TH 1,003.0 (152.3) (869.2) BASIC ENERGY SVS B8JN GR 1,003.0 (152.3) (869.2) BENEFITFOCUS INC BTF GR 153.4 (35.4) 4.3 BENEFITFOCUS INC BNFT US 153.4 (35.4) 4.3 BLUE BIRD CORP BLBD US 257.8 (93.1) (0.2) BOMBARDIER INC-B BBDBN MM 22,826.0 (3,489.0) 1,363.0 BOMBARDIER-B OLD BBDYB BB 22,826.0 (3,489.0) 1,363.0 BOMBARDIER-B W/I BBD/W CN 22,826.0 (3,489.0) 1,363.0 BRINKER INTL EAT2EUR EU 1,498.1 (530.6) (245.5) BRINKER INTL BKJ GR 1,498.1 (530.6) (245.5) BRINKER INTL BKJ QT 1,498.1 (530.6) (245.5) BRINKER INTL EAT US 1,498.1 (530.6) (245.5) BROOKFIELD REAL BRE CN 97.2 (33.5) 1.6 BUFFALO COAL COR BUC SJ 50.0 (20.4) (18.0) BURLINGTON STORE BUI GR 2,688.1 (135.4) 27.2 BURLINGTON STORE BURL* MM 2,688.1 (135.4) 27.2 BURLINGTON STORE BURL US 2,688.1 (135.4) 27.2 CADIZ INC CDZI US 59.0 (70.2) (39.7) CADIZ INC 2ZC GR 59.0 (70.2) (39.7) CAESARS ENTERTAI C08 GR 14,894.0 (1,418.0) (2,760.0) CAESARS ENTERTAI CZR US 14,894.0 (1,418.0) (2,760.0) CALIFORNIA RESOU CRC US 6,332.0 (493.0) (302.0) CALIFORNIA RESOU CRCEUR EU 6,332.0 (493.0) (302.0) CALIFORNIA RESOU 1CLB GR 6,332.0 (493.0) (302.0) CALIFORNIA RESOU 1CL TH 6,332.0 (493.0) (302.0) CAMBIUM LEARNING ABCD US 159.5 (65.5) (49.9) CAMPING WORLD-A CWHEUR EU 1,367.5 (354.3) 197.2 CAMPING WORLD-A CWH US 1,367.5 (354.3) 197.2 CAMPING WORLD-A C83 GR 1,367.5 (354.3) 197.2 CARDCONNECT CORP CCN US 157.6 (42.9) 16.4 CARDCONNECT CORP 55C GR 157.6 (42.9) 16.4 CARDCONNECT CORP CCNEUR EU 157.6 (42.9) 16.4 CASELLA WASTE WA3 GR 635.3 (13.9) 2.2 CASELLA WASTE CWST US 635.3 (13.9) 2.2 CEB INC CEB US 1,467.4 (85.8) (123.7) CEB INC FC9 GR 1,467.4 (85.8) (123.7) CHESAPEAKE ENERG CHK US 13,073.0 (1,158.0) (1,506.0) CHESAPEAKE ENERG CHK* MM 13,073.0 (1,158.0) (1,506.0) CHESAPEAKE ENERG CS1 GR 13,073.0 (1,158.0) (1,506.0) CHESAPEAKE ENERG CHKEUR EU 13,073.0 (1,158.0) (1,506.0) CHESAPEAKE ENERG CS1 TH 13,073.0 (1,158.0) (1,506.0) CHOICE HOTELS CZH GR 852.5 (311.3) 81.2 CHOICE HOTELS CHH US 852.5 (311.3) 81.2 CINCINNATI BELL CIB1 GR 1,529.9 (194.8) (40.7) CINCINNATI BELL CBBEUR EU 1,529.9 (194.8) (40.7) CINCINNATI BELL CBB US 1,529.9 (194.8) (40.7) CLEAR CHANNEL-A C7C GR 5,718.8 (932.8) 699.7 CLEAR CHANNEL-A CCO US 5,718.8 (932.8) 699.7 CLIFFS NATURAL R CLF US 1,923.9 (1,330.5) 433.5 CLIFFS NATURAL R CVA QT 1,923.9 (1,330.5) 433.5 CLIFFS NATURAL R CVA GR 1,923.9 (1,330.5) 433.5 CLIFFS NATURAL R CVA TH 1,923.9 (1,330.5) 433.5 CLIFFS NATURAL R CLF2EUR EU 1,923.9 (1,330.5) 433.5 CLIFFS NATURAL R CLF* MM 1,923.9 (1,330.5) 433.5 COGENT COMMUNICA CCOI US 737.9 (53.3) 259.7 COGENT COMMUNICA OGM1 GR 737.9 (53.3) 259.7 COMMUNICATION 8XC GR 3,318.8 (1,321.9) - COMMUNICATION CSAL US 3,318.8 (1,321.9) - CONTURA ENERGY I CNTE US 827.7 (4.6) 56.6 CORGREEN TECHNOL CGRT US 2.9 (0.2) (0.6) CPI CARD GROUP I CPB GR 270.7 (89.0) 58.7 CPI CARD GROUP I PMTS US 270.7 (89.0) 58.7 CPI CARD GROUP I PMTS CN 270.7 (89.0) 58.7 CROWN BAUS CAPIT CBCA US 0.0 (0.0) (0.0) DELEK LOGISTICS DKL US 393.2 (14.0) 4.8 DELEK LOGISTICS D6L GR 393.2 (14.0) 4.8 DENNY'S CORP DE8 GR 306.2 (71.1) (57.5) DENNY'S CORP DENN US 306.2 (71.1) (57.5) DOMINO'S PIZZA EZV QT 676.6 (1,936.1) 62.1 DOMINO'S PIZZA EZV TH 676.6 (1,936.1) 62.1 DOMINO'S PIZZA EZV GR 676.6 (1,936.1) 62.1 DOMINO'S PIZZA DPZ US 676.6 (1,936.1) 62.1 DUN & BRADSTREET DB5 TH 2,016.9 (1,054.3) (151.7) DUN & BRADSTREET DNB1EUR EU 2,016.9 (1,054.3) (151.7) DUN & BRADSTREET DB5 GR 2,016.9 (1,054.3) (151.7) DUN & BRADSTREET DNB US 2,016.9 (1,054.3) (151.7) DUNKIN' BRANDS G DNKN US 3,227.4 (163.3) 182.2 DUNKIN' BRANDS G DNKNEUR EU 3,227.4 (163.3) 182.2 DUNKIN' BRANDS G 2DB GR 3,227.4 (163.3) 182.2 DUNKIN' BRANDS G 2DB TH 3,227.4 (163.3) 182.2 EASTMAN KODAK CO KODK US 1,981.0 (23.0) 814.0 EASTMAN KODAK CO KODN GR 1,981.0 (23.0) 814.0 ERIN ENERGY CORP ERN SJ 342.4 (161.2) (255.1) ERIN ENERGY CORP U8P2 GR 342.4 (161.2) (255.1) ERIN ENERGY CORP ERN US 342.4 (161.2) (255.1) FAIRMOUNT SANTRO FMSAEUR EU 1,239.0 (13.3) 284.0 FAIRMOUNT SANTRO FM1 GR 1,239.0 (13.3) 284.0 FAIRMOUNT SANTRO FMSA US 1,239.0 (13.3) 284.0 FAIRPOINT COMMUN FRP US 1,248.8 (41.0) 11.0 FAIRPOINT COMMUN FONN GR 1,248.8 (41.0) 11.0 FERRELLGAS-LP FGP US 1,667.2 (746.9) (123.1) FERRELLGAS-LP FEG GR 1,667.2 (746.9) (123.1) FORESIGHT ENERGY FHR GR 1,735.8 (70.0) 55.4 FORESIGHT ENERGY FELP US 1,735.8 (70.0) 55.4 GAMCO INVESTO-A GBL US 149.2 (166.6) - GCP APPLIED TECH 43G GR 1,061.0 (118.4) 282.5 GCP APPLIED TECH GCP US 1,061.0 (118.4) 282.5 GENESIS HEALTHCA GEN US 5,886.6 (771.5) 237.4 GENESIS HEALTHCA SH11 GR 5,886.6 (771.5) 237.4 GIYANI GOLD CORP GGC NW 1.7 (0.4) (0.5) GNC HOLDINGS INC GNC US 2,068.6 (95.0) 491.5 GNC HOLDINGS INC IGN GR 2,068.6 (95.0) 491.5 GOGO INC G0G GR 1,224.2 (18.0) 398.4 GOGO INC GOGO US 1,224.2 (18.0) 398.4 GOGO INC G0G QT 1,224.2 (18.0) 398.4 GREEN PLAINS PAR GPP US 93.8 (64.2) 5.0 GREEN PLAINS PAR 8GP GR 93.8 (64.2) 5.0 GUIDANCE SOFTWAR ZTT GR 74.4 (0.1) (19.2) GUIDANCE SOFTWAR GUID US 74.4 (0.1) (19.2) H&R BLOCK INC HRB US 2,082.2 (557.5) 268.6 H&R BLOCK INC HRB GR 2,082.2 (557.5) 268.6 H&R BLOCK INC HRBEUR EU 2,082.2 (557.5) 268.6 H&R BLOCK INC HRB TH 2,082.2 (557.5) 268.6 HALOZYME THERAPE HALO US 282.5 (12.0) 219.9 HALOZYME THERAPE RV7 QT 282.5 (12.0) 219.9 HALOZYME THERAPE RV7 GR 282.5 (12.0) 219.9 HALOZYME THERAPE HALOEUR EU 282.5 (12.0) 219.9 HCA HOLDINGS INC HCAEUR EU 33,758.0 (5,633.0) 3,252.0 HCA HOLDINGS INC 2BH TH 33,758.0 (5,633.0) 3,252.0 HCA HOLDINGS INC 2BH GR 33,758.0 (5,633.0) 3,252.0 HCA HOLDINGS INC HCA US 33,758.0 (5,633.0) 3,252.0 HOVNANIAN-A-WI HOV-W US 2,379.4 (128.5) 1,291.2 HP COMPANY-BDR HPQB34 BZ 28,192.0 (4,327.0) (812.0) HP INC HPQUSD SW 28,192.0 (4,327.0) (812.0) HP INC HPQ CI 28,192.0 (4,327.0) (812.0) HP INC HPQ SW 28,192.0 (4,327.0) (812.0) HP INC HPQCHF EU 28,192.0 (4,327.0) (812.0) HP INC HPQ US 28,192.0 (4,327.0) (812.0) HP INC HPQ TE 28,192.0 (4,327.0) (812.0) HP INC 7HP GR 28,192.0 (4,327.0) (812.0) HP INC HPQ* MM 28,192.0 (4,327.0) (812.0) HP INC HPQEUR EU 28,192.0 (4,327.0) (812.0) HP INC 7HP TH 28,192.0 (4,327.0) (812.0) HP INC HWP QT 28,192.0 (4,327.0) (812.0) IBI GROUP INC IBIBF US 271.9 (17.5) 41.6 IBI GROUP INC IBG CN 271.9 (17.5) 41.6 IDEXX LABS IX1 TH 1,530.7 (108.2) (89.0) IDEXX LABS IX1 QT 1,530.7 (108.2) (89.0) IDEXX LABS IX1 GR 1,530.7 (108.2) (89.0) IDEXX LABS IDXX US 1,530.7 (108.2) (89.0) IMMUNOMEDICS INC IM3 GR 53.1 (75.2) 20.0 IMMUNOMEDICS INC IM3 TH 53.1 (75.2) 20.0 IMMUNOMEDICS INC IMMU US 53.1 (75.2) 20.0 INFOR ACQUISIT-A IAC/A CN 233.1 (3.8) 0.6 INFOR ACQUISITIO IAC-U CN 233.1 (3.8) 0.6 INNOVIVA INC HVE GR 379.0 (353.0) 186.6 INNOVIVA INC INVA US 379.0 (353.0) 186.6 INNOVIVA INC INVAEUR EU 379.0 (353.0) 186.6 INTERNATIONAL WI ITWG US 324.8 (12.0) 99.6 INTERUPS INC ITUP US 0.0 (2.4) (2.4) IRHYTHM TECHNOLO IRTC US 28.7 (14.2) 12.5 IRHYTHM TECHNOLO IRTCEUR EU 28.7 (14.2) 12.5 IRHYTHM TECHNOLO I25 GR 28.7 (14.2) 12.5 JACK IN THE BOX JACK US 1,258.6 (273.2) (118.2) JACK IN THE BOX JACK1EUR EU 1,258.6 (273.2) (118.2) JACK IN THE BOX JBX GR 1,258.6 (273.2) (118.2) JUST ENERGY GROU JE US 1,287.8 (209.6) 104.5 JUST ENERGY GROU 1JE GR 1,287.8 (209.6) 104.5 JUST ENERGY GROU JE CN 1,287.8 (209.6) 104.5 KADMON HOLDINGS KDMN US 86.8 (8.8) 26.1 KADMON HOLDINGS KDMNEUR EU 86.8 (8.8) 26.1 KADMON HOLDINGS KDF GR 86.8 (8.8) 26.1 KEY ENERGY SERV KEG US 995.6 (163.1) (864.7) KEY ENERGY SERV KEGEUR EU 995.6 (163.1) (864.7) L BRANDS INC LB* MM 8,170.6 (726.9) 1,450.0 L BRANDS INC LTD GR 8,170.6 (726.9) 1,450.0 L BRANDS INC LB US 8,170.6 (726.9) 1,450.0 L BRANDS INC LTD TH 8,170.6 (726.9) 1,450.0 L BRANDS INC LTD QT 8,170.6 (726.9) 1,450.0 L BRANDS INC LBEUR EU 8,170.6 (726.9) 1,450.0 LAMB WESTON 0L5 TH 2,400.2 (708.6) 330.9 LAMB WESTON LW US 2,400.2 (708.6) 330.9 LAMB WESTON 0L5 GR 2,400.2 (708.6) 330.9 LAMB WESTON LW-WEUR EU 2,400.2 (708.6) 330.9 LANTHEUS HOLDING LNTH US 255.9 (106.5) 67.0 LANTHEUS HOLDING 0L8 GR 255.9 (106.5) 67.0 MADISON-A/NEW-WI MSGN-W US 854.1 (1,033.7) 217.3 MANITOWOC FOOD MFS US 1,769.1 (43.5) (4.9) MANITOWOC FOOD 6M6 GR 1,769.1 (43.5) (4.9) MANITOWOC FOOD MFS1EUR EU 1,769.1 (43.5) (4.9) MANNKIND CORP MNKD IT 96.1 (238.7) (57.2) MASCO CORP MAS* MM 5,137.0 (103.0) 1,474.0 MASCO CORP MAS US 5,137.0 (103.0) 1,474.0 MASCO CORP MSQ TH 5,137.0 (103.0) 1,474.0 MASCO CORP MSQ QT 5,137.0 (103.0) 1,474.0 MASCO CORP MSQ GR 5,137.0 (103.0) 1,474.0 MASCO CORP MAS1EUR EU 5,137.0 (103.0) 1,474.0 MCDONALDS - BDR MCDC34 BZ 32,486.9 (1,624.1) (174.6) MCDONALDS CORP MDO QT 32,486.9 (1,624.1) (174.6) MCDONALDS CORP MCD* MM 32,486.9 (1,624.1) (174.6) MCDONALDS CORP MCDEUR EU 32,486.9 (1,624.1) (174.6) MCDONALDS CORP MCD TE 32,486.9 (1,624.1) (174.6) MCDONALDS CORP MDO TH 32,486.9 (1,624.1) (174.6) MCDONALDS CORP MDO GR 32,486.9 (1,624.1) (174.6) MCDONALDS CORP MCDCHF EU 32,486.9 (1,624.1) (174.6) MCDONALDS CORP MCD CI 32,486.9 (1,624.1) (174.6) MCDONALDS CORP MCD US 32,486.9 (1,624.1) (174.6) MCDONALDS CORP MCD SW 32,486.9 (1,624.1) (174.6) MCDONALDS CORP MCDUSD SW 32,486.9 (1,624.1) (174.6) MCDONALDS-CEDEAR MCD AR 32,486.9 (1,624.1) (174.6) MDC COMM-W/I MDZ/W CN 1,642.3 (451.7) (319.2) MDC PARTNERS-A MDCA US 1,642.3 (451.7) (319.2) MDC PARTNERS-A MDZ/A CN 1,642.3 (451.7) (319.2) MDC PARTNERS-A MD7A GR 1,642.3 (451.7) (319.2) MDC PARTNERS-A MDCAEUR EU 1,642.3 (451.7) (319.2) MDC PARTNERS-EXC MDZ/N CN 1,642.3 (451.7) (319.2) MEAD JOHNSON MJN US 4,087.7 (472.1) 1,462.4 MEAD JOHNSON 0MJA GR 4,087.7 (472.1) 1,462.4 MEAD JOHNSON 0MJA TH 4,087.7 (472.1) 1,462.4 MEAD JOHNSON MJNEUR EU 4,087.7 (472.1) 1,462.4 MEAD JOHNSON 0MJA QT 4,087.7 (472.1) 1,462.4 MEDLEY MANAGE-A MDLY US 116.6 (23.4) 35.7 MERITOR INC AID1 GR 2,394.0 (185.0) 154.0 MERITOR INC AID1 QT 2,394.0 (185.0) 154.0 MERITOR INC MTOREUR EU 2,394.0 (185.0) 154.0 MERITOR INC MTOR US 2,394.0 (185.0) 154.0 MERRIMACK PHARMA MACK US 118.4 (227.1) 1.3 MICHAELS COS INC MIM GR 2,291.5 (1,659.5) 576.1 MICHAELS COS INC MIK US 2,291.5 (1,659.5) 576.1 MICROBOT MEDICAL MBOT US 2.1 (2.1) (1.4) MICROBOT MEDICAL CY9B TH 2.1 (2.1) (1.4) MICROBOT MEDICAL STEM1EUR EU 2.1 (2.1) (1.4) MICROBOT MEDICAL CY9C GR 2.1 (2.1) (1.4) MIDSTATES PETROL MPO US 695.7 (1,533.1) 1.8 MIRAGEN THERAPEU MGEN US 7.5 4.7 3.7 MIRAGEN THERAPEU 1S1 GR 7.5 4.7 3.7 MIRAGEN THERAPEU SGNLEUR EU 7.5 4.7 3.7 MONEYGRAM INTERN MGI US 4,426.1 (208.5) 2.7 MONEYGRAM INTERN 9M1N QT 4,426.1 (208.5) 2.7 MOODY'S CORP DUT QT 5,327.3 (1,027.3) 824.9 MOODY'S CORP MCOEUR EU 5,327.3 (1,027.3) 824.9 MOODY'S CORP DUT GR 5,327.3 (1,027.3) 824.9 MOODY'S CORP DUT TH 5,327.3 (1,027.3) 824.9 MOODY'S CORP MCO US 5,327.3 (1,027.3) 824.9 MOTOROLA SOLUTIO MTLA TH 8,463.0 (952.0) 800.0 MOTOROLA SOLUTIO MOT TE 8,463.0 (952.0) 800.0 MOTOROLA SOLUTIO MSI1EUR EU 8,463.0 (952.0) 800.0 MOTOROLA SOLUTIO MSI US 8,463.0 (952.0) 800.0 MOTOROLA SOLUTIO MTLA GR 8,463.0 (952.0) 800.0 MSG NETWORKS- A 1M4 TH 854.1 (1,033.7) 217.3 MSG NETWORKS- A 1M4 GR 854.1 (1,033.7) 217.3 MSG NETWORKS- A MSGNEUR EU 854.1 (1,033.7) 217.3 MSG NETWORKS- A MSGN US 854.1 (1,033.7) 217.3 NANOSTRING TECHN 0F1 GR 102.3 (6.6) 61.9 NANOSTRING TECHN NSTGEUR EU 102.3 (6.6) 61.9 NANOSTRING TECHN NSTG US 102.3 (6.6) 61.9 NATHANS FAMOUS NFA GR 78.3 (67.3) 55.7 NATHANS FAMOUS NATH US 78.3 (67.3) 55.7 NATIONAL CINEMED XWM GR 1,029.8 (181.3) 75.4 NATIONAL CINEMED NCMI US 1,029.8 (181.3) 75.4 NAVIDEA BIOPHARM NAVB IT 11.2 (63.8) (54.3) NAVISTAR INTL IHR GR 5,653.0 (5,293.0) 556.0 NAVISTAR INTL IHR TH 5,653.0 (5,293.0) 556.0 NAVISTAR INTL IHR QT 5,653.0 (5,293.0) 556.0 NAVISTAR INTL NAV US 5,653.0 (5,293.0) 556.0 NEFF CORP-CL A NFO GR 673.2 (150.2) 19.8 NEFF CORP-CL A NEFF US 673.2 (150.2) 19.8 NEKTAR THERAPEUT ITH GR 425.1 (67.9) 206.2 NEKTAR THERAPEUT NKTR US 425.1 (67.9) 206.2 NEW ENG RLTY-LP NEN US 192.7 (30.9) - NORTHERN OIL AND NOG US 410.4 (476.1) (26.3) NYMOX PHARMACEUT NYMX US 1.6 (1.4) (0.1) OMEROS CORP 3O8 GR 72.8 (22.8) 44.6 OMEROS CORP 3O8 TH 72.8 (22.8) 44.6 OMEROS CORP OMEREUR EU 72.8 (22.8) 44.6 OMEROS CORP OMER US 72.8 (22.8) 44.6 ONCOMED PHARMACE O0M GR 218.2 (3.2) 157.2 ONCOMED PHARMACE OMED US 218.2 (3.2) 157.2 OPHTH0TECH CORP OPHT US 350.6 (36.6) 289.8 PAPA JOHN'S INTL PP1 GR 498.8 (2.8) 17.6 PAPA JOHN'S INTL PZZA US 498.8 (2.8) 17.6 PENN NATL GAMING PENN US 5,251.7 (553.9) (199.9) PENN NATL GAMING PN1 GR 5,251.7 (553.9) (199.9) PHILIP MORRIS IN 4I1 TH 36,851.0 (10,900.0) 1,141.0 PHILIP MORRIS IN PM US 36,851.0 (10,900.0) 1,141.0 PHILIP MORRIS IN PM1CHF EU 36,851.0 (10,900.0) 1,141.0 PHILIP MORRIS IN PM FP 36,851.0 (10,900.0) 1,141.0 PHILIP MORRIS IN PMI SW 36,851.0 (10,900.0) 1,141.0 PHILIP MORRIS IN PM1EUR EU 36,851.0 (10,900.0) 1,141.0 PHILIP MORRIS IN PM1 TE 36,851.0 (10,900.0) 1,141.0 PHILIP MORRIS IN 4I1 GR 36,851.0 (10,900.0) 1,141.0 PHILIP MORRIS IN PMI EB 36,851.0 (10,900.0) 1,141.0 PHILIP MORRIS IN PMI1 IX 36,851.0 (10,900.0) 1,141.0 PINNACLE ENTERTA PNK US 4,077.1 (372.9) (151.6) PINNACLE ENTERTA 65P GR 4,077.1 (372.9) (151.6) PITNEY BOWES INC PBW GR 5,837.1 (103.7) (2.4) PITNEY BOWES INC PBIEUR EU 5,837.1 (103.7) (2.4) PITNEY BOWES INC PBI US 5,837.1 (103.7) (2.4) PITNEY BOWES INC PBW TH 5,837.1 (103.7) (2.4) PLY GEM HOLDINGS PG6 GR 1,348.9 (2.9) 310.6 PLY GEM HOLDINGS PGEM US 1,348.9 (2.9) 310.6 PROS HOLDINGS IN PH2 GR 227.7 (3.4) 76.9 PROS HOLDINGS IN PRO US 227.7 (3.4) 76.9 REATA PHARMACE-A RETA US 101.8 (212.3) 39.8 REATA PHARMACE-A RETAEUR EU 101.8 (212.3) 39.8 REATA PHARMACE-A 2R3 GR 101.8 (212.3) 39.8 REGAL ENTERTAI-A RGC* MM 2,477.6 (861.5) (89.0) REGAL ENTERTAI-A RGC US 2,477.6 (861.5) (89.0) REGAL ENTERTAI-A RETA GR 2,477.6 (861.5) (89.0) RESOLUTE ENERGY REN US 294.9 (339.1) (16.8) RESOLUTE ENERGY RENEUR EU 294.9 (339.1) (16.8) RESOLUTE ENERGY R21 GR 294.9 (339.1) (16.8) REVLON INC-A REV US 3,113.7 (559.6) 457.4 REVLON INC-A RVL1 GR 3,113.7 (559.6) 457.4 RYERSON HOLDING RYI US 1,643.3 (33.2) 696.4 RYERSON HOLDING 7RY GR 1,643.3 (33.2) 696.4 RYERSON HOLDING 7RY TH 1,643.3 (33.2) 696.4 SALLY BEAUTY HOL SBH US 2,109.9 (289.0) 687.4 SALLY BEAUTY HOL S7V GR 2,109.9 (289.0) 687.4 SANCHEZ ENERGY C SNEUR EU 1,286.3 (696.1) 385.8 SANCHEZ ENERGY C 13S TH 1,286.3 (696.1) 385.8 SANCHEZ ENERGY C 13S GR 1,286.3 (696.1) 385.8 SANCHEZ ENERGY C SN* MM 1,286.3 (696.1) 385.8 SANCHEZ ENERGY C SN US 1,286.3 (696.1) 385.8 SANDRIDGE ENERGY SA2B GR 1,886.5 (2,675.5) 585.8 SANDRIDGE ENERGY SA2B TH 1,886.5 (2,675.5) 585.8 SANDRIDGE ENERGY SD US 1,886.5 (2,675.5) 585.8 SANDRIDGE ENERGY SDEUR EU 1,886.5 (2,675.5) 585.8 SBA COMM CORP SBACEUR EU 7,915.7 (1,669.1) 119.4 SBA COMM CORP SBAC US 7,915.7 (1,669.1) 119.4 SBA COMM CORP SBJ TH 7,915.7 (1,669.1) 119.4 SBA COMM CORP 4SB GR 7,915.7 (1,669.1) 119.4 SCIENTIFIC GAM-A TJW GR 7,376.6 (1,750.0) 417.1 SCIENTIFIC GAM-A SGMS US 7,376.6 (1,750.0) 417.1 SEARS HOLDINGS SEE QT 10,865.0 (3,375.0) 236.0 SEARS HOLDINGS SHLD US 10,865.0 (3,375.0) 236.0 SEARS HOLDINGS SEE TH 10,865.0 (3,375.0) 236.0 SEARS HOLDINGS SHLDEUR EU 10,865.0 (3,375.0) 236.0 SEARS HOLDINGS SEE GR 10,865.0 (3,375.0) 236.0 SIGA TECH INC SIGA US 162.8 (313.2) (21.7) SILVER SPRING NE SSNI US 447.1 (31.5) 15.2 SILVER SPRING NE 9SI GR 447.1 (31.5) 15.2 SILVER SPRING NE 9SI TH 447.1 (31.5) 15.2 SILVER SPRING NE SSNIEUR EU 447.1 (31.5) 15.2 SIRIUS XM CANADA XSR CN 311.5 (125.2) (154.9) SIRIUS XM CANADA SIICF US 311.5 (125.2) (154.9) SIRIUS XM HOLDIN RDO GR 8,003.6 (792.0) (2,026.0) SIRIUS XM HOLDIN RDO QT 8,003.6 (792.0) (2,026.0) SIRIUS XM HOLDIN SIRIEUR EU 8,003.6 (792.0) (2,026.0) SIRIUS XM HOLDIN SIRI US 8,003.6 (792.0) (2,026.0) SIRIUS XM HOLDIN RDO TH 8,003.6 (792.0) (2,026.0) SONIC CORP SO4 GR 593.3 (118.2) 33.6 SONIC CORP SONCEUR EU 593.3 (118.2) 33.6 SONIC CORP SONC US 593.3 (118.2) 33.6 SUPERVALU INC SVU US 4,474.0 (253.0) (747.0) SUPERVALU INC SJ1 QT 4,474.0 (253.0) (747.0) SUPERVALU INC SJ1 TH 4,474.0 (253.0) (747.0) SUPERVALU INC SJ1 GR 4,474.0 (253.0) (747.0) SYNTEL INC SYNT US 454.5 (183.1) 146.9 SYNTEL INC SYE TH 454.5 (183.1) 146.9 SYNTEL INC SYNT1EUR EU 454.5 (183.1) 146.9 SYNTEL INC SYE GR 454.5 (183.1) 146.9 TABULA RASA HEAL 43T GR 73.9 (2.4) (37.0) TABULA RASA HEAL TRHC US 73.9 (2.4) (37.0) TABULA RASA HEAL TRHCEUR EU 73.9 (2.4) (37.0) TAILORED BRANDS WRMA GR 2,175.1 (77.7) 726.2 TAILORED BRANDS TLRD* MM 2,175.1 (77.7) 726.2 TAILORED BRANDS TLRD US 2,175.1 (77.7) 726.2 TAUBMAN CENTERS TCO US 4,010.9 (62.0) - TAUBMAN CENTERS TU8 GR 4,010.9 (62.0) - TEMPUR SEALY INT TPX US 2,702.6 (4.6) 126.0 TEMPUR SEALY INT TPD GR 2,702.6 (4.6) 126.0 TRANSDIGM GROUP TDG SW 10,037.1 (1,874.6) 1,536.5 TRANSDIGM GROUP TDGCHF EU 10,037.1 (1,874.6) 1,536.5 TRANSDIGM GROUP T7D GR 10,037.1 (1,874.6) 1,536.5 TRANSDIGM GROUP TDG US 10,037.1 (1,874.6) 1,536.5 TRANSDIGM GROUP T7D QT 10,037.1 (1,874.6) 1,536.5 TRANSDIGM GROUP TDGEUR EU 10,037.1 (1,874.6) 1,536.5 ULTRA PETROLEUM UPM GR 1,420.2 (2,895.9) 308.6 ULTRA PETROLEUM UPLEUR EU 1,420.2 (2,895.9) 308.6 ULTRA PETROLEUM UPLMQ US 1,420.2 (2,895.9) 308.6 UNISYS CORP UIS US 2,021.6 (1,647.4) 45.7 UNISYS CORP USY LN 2,021.6 (1,647.4) 45.7 UNISYS CORP UISCHF EU 2,021.6 (1,647.4) 45.7 UNISYS CORP UIS1 SW 2,021.6 (1,647.4) 45.7 UNISYS CORP USY1 GR 2,021.6 (1,647.4) 45.7 UNISYS CORP UISEUR EU 2,021.6 (1,647.4) 45.7 UNISYS CORP USY1 TH 2,021.6 (1,647.4) 45.7 VALVOLINE INC VVV US 1,865.0 (286.0) 266.0 VALVOLINE INC 0V4 GR 1,865.0 (286.0) 266.0 VALVOLINE INC VVVEUR EU 1,865.0 (286.0) 266.0 VALVOLINE INC 0V4 QT 1,865.0 (286.0) 266.0 VECTOR GROUP LTD VGR US 1,464.7 (198.6) 566.4 VECTOR GROUP LTD VGR QT 1,464.7 (198.6) 566.4 VECTOR GROUP LTD VGR GR 1,464.7 (198.6) 566.4 VERISIGN INC VRS TH 2,334.6 (1,200.6) 320.4 VERISIGN INC VRSN US 2,334.6 (1,200.6) 320.4 VERISIGN INC VRS GR 2,334.6 (1,200.6) 320.4 VERISIGN INC VRSNEUR EU 2,334.6 (1,200.6) 320.4 VERSUM MATER VSM US 1,087.5 (134.2) 335.0 VERSUM MATER 2V1 TH 1,087.5 (134.2) 335.0 VERSUM MATER 2V1 GR 1,087.5 (134.2) 335.0 VERSUM MATER VSMEUR EU 1,087.5 (134.2) 335.0 VIEWRAY INC VRAY US 55.8 (33.5) 9.0 WEIGHT WATCHERS WTW US 1,261.4 (1,228.3) (98.6) WEIGHT WATCHERS WW6 QT 1,261.4 (1,228.3) (98.6) WEIGHT WATCHERS WW6 TH 1,261.4 (1,228.3) (98.6) WEIGHT WATCHERS WTWEUR EU 1,261.4 (1,228.3) (98.6) WEIGHT WATCHERS WW6 GR 1,261.4 (1,228.3) (98.6) WEST CORP WT2 GR 3,440.8 (441.8) 199.7 WEST CORP WSTC US 3,440.8 (441.8) 199.7 WESTMORELAND COA WME GR 1,719.7 (581.2) (43.5) WESTMORELAND COA WLB US 1,719.7 (581.2) (43.5) WINGSTOP INC EWG GR 112.3 (79.9) (4.5) WINGSTOP INC WING US 112.3 (79.9) (4.5) WINMARK CORP GBZ GR 43.5 (15.7) 13.5 WINMARK CORP WINA US 43.5 (15.7) 13.5 WORKIVA INC WK US 143.1 (3.1) (1.8) WORKIVA INC 0WKA GR 143.1 (3.1) (1.8) WYNN RESORTS LTD WYNN* MM 10,925.9 (64.4) 626.9 WYNN RESORTS LTD WYR QT 10,925.9 (64.4) 626.9 WYNN RESORTS LTD WYNNEUR EU 10,925.9 (64.4) 626.9 WYNN RESORTS LTD WYR GR 10,925.9 (64.4) 626.9 WYNN RESORTS LTD WYR TH 10,925.9 (64.4) 626.9 WYNN RESORTS LTD WYNN US 10,925.9 (64.4) 626.9 WYNN RESORTS LTD WYNN SW 10,925.9 (64.4) 626.9 WYNN RESORTS LTD WYNNCHF EU 10,925.9 (64.4) 626.9 YRC WORLDWIDE IN YRCW US 1,770.0 (416.2) 218.9 YRC WORLDWIDE IN YEL1 TH 1,770.0 (416.2) 218.9 YRC WORLDWIDE IN YRCWEUR EU 1,770.0 (416.2) 218.9 YRC WORLDWIDE IN YEL1 GR 1,770.0 (416.2) 218.9 YUM! BRANDS INC YUM SW 5,478.0 (5,656.0) 113.0 YUM! BRANDS INC YUMCHF EU 5,478.0 (5,656.0) 113.0 YUM! BRANDS INC YUMUSD SW 5,478.0 (5,656.0) 113.0 YUM! BRANDS INC YUM US 5,478.0 (5,656.0) 113.0 YUM! BRANDS INC YUMEUR EU 5,478.0 (5,656.0) 113.0 YUM! BRANDS INC TGR GR 5,478.0 (5,656.0) 113.0 YUM! BRANDS INC TGR TH 5,478.0 (5,656.0) 113.0 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2017. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000 or Nina Novak at 202-362-8552. *** End of Transmission ***