/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/170316.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, March 16, 2017, Vol. 21, No. 74 Headlines A-1 EXPRESS: U.S. Trustee Forms 2-Member Committee ABILENE TOWNHOMES: Taps William F. Davis as Legal Counsel ADVANCED MICRO: S&P Raises CCR to 'B-' on Debt Reduction AFTOKINITO RALLY: DOJ Watchdog Seeks Ch. 11 Trustee Appointment AGESONG GENESIS: Joseph Rodrigues Appointed PCO ALPHA METAL: U.S. Trustee Unable to Appoint Committee AMC ENTERTAINMENT: Fitch Rates $475MM Sr. Sub. Notes Due 2026 'B-' AMC ENTERTAINMENT: Increased Capex Pressures B+ Rating, Fitch Says AMERICAN TELECONFERENCING: Moody's Revises Outlook to Negative AQUION ENERGY: Pennsylvania Vows to Recover Loans ASSOCIATED ASPHALT: Moody's Raises Corporate Family Rating to B2 ASTORIA FINANCIAL: Fitch Puts 'B' Preferred Stock Rating on RWE ATIF INC: Seeks to Hire Johnson Pope as Legal Counsel BEARCAT ENERGY: Case Summary & 20 Largest Unsecured Creditors BIOSERV CORP: Creditors to be Paid from Assets Sale Proceeds CAPSTONE PEDIATRICS: April 18 Disclosure Statement Hearing CCO HOLDINGS: Fitch Maintains BB+ Rating on Unsec. Notes Due 2027 CHAPARRAL ENERGY: Bankruptcy Court Confirms Reorganization Plan CORE RESOURCE: U.S. Trustee Amends Committee Members' Addresses COSTA DORADA: Disclosure Statement Hearing Set for May 9 CUBA TIMBER: Bankruptcy Administrator Names 3-Member Committee CUMULUS MEDIA: S&P Raises CCR to 'CCC' on Expired Exchange Offer DACCO TRANSMISSION: Examiner Probes Conflict of Interest of Counsel DOLE FOOD: Moody's Assigns B1 Rating on $875MM 1st Lien Term Loan EASTMINSTER SCHOOL: Disclosures OK’d; Plan Hearing on April 18 EL REFUGIO: March 30 Disclosure Statement Hearing ENZYME FORMULATIONS: U.S. Trustee Unable to Appoint Committee ESTERLINE TECHNOLOGIES: S&P Revises Outlook & Affirms 'BB+' CCR F.I.G. DAUFUSKIE: Seeks to Hire Nexsen Pruet as Legal Counsel FASHION'S LITTLE: U.S. Trustee Unable to Appoint Committee FIRST QUANTUM: Fitch Rates Proposed US$1.6BB Senior Notes 'B(EXP)' FOLTS HOME: Krystal Wheatley Appointed Patient Care Ombudsman FOSSIL GROUP: Moody's Cuts Rating on Sec. Credit Facilities to Ba1 FPF RESTAURANT: Seeks to Hire Great American as Broker FYNDERS INC: Seeks to Hire Madoff & Khoury as Legal Counsel GANDER MOUNTAIN: Taps Donlin Recano as Claims & Noticing Agent GANDER MOUNTAIN: Taps Faegre Baker as Special Corporate Counsel GANDER MOUNTAIN: Taps Fredrikson & Byron as Chapter 11 Counsel GANDER MOUNTAIN: Taps Hilco as Real Estate Advisor GANDER MOUNTAIN: U.S. Trustee Forms 3-Member Committee GENVEC INC: Dixon Hughes Goodman LLP Casts Going Concern Doubt GLACIERVIEW HAVEN: Unknown Recovery for Unsecured Creditors GOING VENTURES: Taps David R. Softness as Legal Counsel GOODMAN NETWORKS: Plan Seeks to Reduce Funded Debt by $212.5-Mil. GREAT BASIN: Receives Stockholder Approval for Reverse Stock Split GREEN OAK: Unsecureds to Recoup 100% in Five Annual Installments HALAIS GROUP: Plan Confirmation Hearing on June 7 HARGRAY MERGER: Moody's Assigns B2 Corporate Family Rating HAVEN CHICAGO: Plan Filing Deadline Moved to May 2 HAVEN REAL ESTATE: Plan Filing Deadline Extended to May 2 HIGH RIDGE: S&P Assigns 'B' CCR & Rates $250MM Notes 'CCC+' IMPACTING A GENERATION: Taps Paul Reece Marr as Legal Counsel INFOGROUP INC: S&P Raises CCR to 'B' on Pending Acquisition ISLA BONITA INVESTMENT: Full Payment in Installments for Unsecureds J.C. PENNEY: S&P Raises CCR to 'B+' on Continued Turnaround JPS COMPLETION: Files Chapter 11 Plan of Liquidation JTP CORP: Remaining Claims to be Paid from Property Sale Proceeds KEEPERS INC: Seeks to Hire Madoff & Khoury as Legal Counsel KENTUCKY ASSOCIATES: Taps Hilco Valuation as Tax Consultant LIGHTNING DOCK: Case Summary & 20 Largest Unsecured Creditors LONG-DEI LIU: Faces Ongoing Civil Case, PCO 5th Report Says LUKE'S INCORPORATED: April 11 Plan Confirmation Hearing LUKE'S LOCKER: Taps Rosen Systems to Auction Surplus Assets MARY'S WOODS: Fitch Rates Series 2017A/B Revenue Bonds 'BB' MESOBLAST LIMITED: MAGIM Beneficially Owns 12.5% Equity Stake MESOBLAST LIMITED: Silviu Itescu Holds 17.88% of Ordinary Shares MITEL NETWORKS: S&P Affirms Then Withdraws 'B+' CCR NAKED BRAND: Bard Associates Has 6.9% Equity Stake as of Dec. 31 NDB COMPANY: Finalizes Liquidation Distribution NEOVASC INC: FMR LLC Ceases to be 5% Shareholder NEOVASC INC: Neil Gagnon Holds 6.74% Equity Stake as of Dec. 31 NEOVASC INC: OPKO Health Discloses 6% Stake as of May 2014 NEW YORK COMMUNITY: Fitch Assigns BB- Preferred Stock Rating NN INC: S&P Lowers Rating on Sr. Secured Debt to 'B+' NORTHERN OIL: 6.5% Equity Holder Looks to Reassess Investment NORTHERN OIL: Fine Capital et al. Hold 8.8% Stake as of Dec. 31 NRAD MEDICAL: Seeks to Hire Forchelli Curto as Co-Counsel NUANCE COMMUNICATIONS: S&P Rates New Convertible Notes Due 2025 BB- OCEAN POWER: Access to Financing Casts Going Concern Doubt ODYSSEY CONTRACTING: Court Approves Amended Disclosure Statement OMEROS CORP: Cormorant Ceases to be 5% Shareholder ONCOBIOLOGICS INC: Has Resale Prospectus of 5.1M Common Shares OPUS MANAGEMENT: Rx Pro Taps Carpenter Lipps as Special Counsel PALMETTO'S SMOKE: Taps Cooper Law Firm as Legal Counsel PATRIOT SOLAR: Seeks to Hire Rayman & Knight as Legal Counsel PENNSVILLE 8 URBAN: Seeks to Hire Hofmeister as Legal Counsel PERFORMANT FINANCIAL: S&P Lowers CCR to 'B-' on Contract Loss PETROLEUM KINGS: Seeks to Hire Penachio Malara as Legal Counsel PFO GLOBAL: Committee Taps McCathern as Local Counsel PFO GLOBAL: Seeks to Sell All Assets to Hillair for $7.5 Million PINNACLE OPERATING: S&P Lowers CCR to 'SD' on Completed Offer PRESIDENTIAL FUNERAL: U.S. Trustee Unable to Appoint Committee PUERTO RICO: Creditors Urge Extension of Fiscal Plan Deadline PYJKE COMPANY: Taps Michael Jay Berger as Legal Counsel QUALITY FLOAT: Asks Court to Set Combined Plan, Disclosures Hearing QUECHAN INDIAN TRIBE: Fitch Affirms B- IDR; Outlook Positive REES ASSOCIATES: U.S. Trustee Forms 3-Member Committee REGATTA CONSTRUCTION: NSB to be Paid in Full at 4% Over 20 Years RENNOVA HEALTH: Regains Compliance With Nasdaq Bid Price Rule RESTORE HOLDINGS: U.S. Trustee Asks Court to Deny Disclosures RGIS HOLDINGS: S&P Puts 'CCC+' CCR on CreditWatch Positive RP BROADCASTING: Creditors Seek Appointment of Ch. 11 Trustee SAMMY ELJAMAL: DOJ Watchdog Seeks Ch. 11 Trustee Appointment SCRIPSAMERICA INC: Case Converted to Chapter 7 Proceeding SEMLER SCIENTIFIC: Reports $220,000 Net Loss for Fourth Quarter SILO CITY: Hires Daniells Phillips as Accountants SILO CITY: Hires Klein DeNatale as General Insolvency Counsel SINGLETON CREEK: To Pay Creditors from Asset Sale Proceeds SOUTHWEST CUTTERS: Names EP Bud Kirk as Attorney SUNGEVITY INC: Case Summary & 20 Largest Unsecured Creditors T-MOBILE US: S&P Puts 'BB' CCR on CreditWatch Positive TROPICAL RESTAURANTS: PRDoT to Get Paid in 57 Installments, at 3% TTC REAL ESTATE: U.S. Trustee Unable to Appoint Committee TURF LLC: Taps Bradley Thomas as Accountant ULTRA PETROLEUM: Wins Confirmation of Chapter 11 Plan UNIQUE VENTURES: DOJ Watchdog Ordered to Appoint Ch. 11 Trustee UNITED ROAD TOWING: Hires Getzler Henrich as Financial Advisor UNITED ROAD TOWING: Hires Rust/Omni as Administrative Agent UNITED ROAD TOWING: Hires Winston & Strawn as Counsel UNITED ROAD TOWING: Hires Young Conaway as Delaware Counsel UNITED ROAD TOWING: Qualifying Bids Due April 6 UNITI GROUP: Fitch Affirms BB- IDRs; Outlook Stable VINCE INTERMEDIATE: S&P Lowers CCR to 'CCC+'; Outlook Negative WEST BATON ROUGE: Case Summary & 20 Largest Unsecured Creditors WESTINGHOUSE ELECTRIC: Toshiba Pressed to Decide on Bankruptcy Plan WHITE WING WEAPONRY: Names David Moore as Special Patent Counsel WK CAPITAL: Seeks to Hire Fini Real Estate as Realtor WOODSIDE HOMES: S&P Puts 'B-' CCR on CreditWatch Positive ZALER POP HOLDINGS: Seeks to Hire McCann Garland as Legal Counsel [*] Moody's: Feb. Global Speculative-Grade Default Rate Dip 4.2% [*] ABI Announces Creation of Commission on Consumer Bankruptcy [^] Recent Small-Dollar & Individual Chapter 11 Filings ********* A-1 EXPRESS: U.S. Trustee Forms 2-Member Committee -------------------------------------------------- The U.S. Trustee for Region 21 on March 13 appointed two creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of A-1 Express Delivery Service, Inc. The committee members are: (1) Bradley/Grombacher, LLP 2815 Townsgate Road, Suite 130 Westlake Village, CA 91361 Phone: (805) 270-7100 Email: mbradley@bradleygrombacher.com (2) EAN Services 14002 East 21st Street, Suite 1500 Tulsa, OK 74134 Phone: (918) 401-6703 Email: trisha.m.martin@ehi.com Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About A-1 Express Delivery Service A-1 Express Delivery Service, Inc., based in Atlanta, Georgia, provides same-day transportation and distribution services across the country. From its headquarters in midtown Atlanta, the Debtor manages the transportation, distribution and logistics for well over 1500 active clients, including many Fortune 500 companies with operations throughout the United States. The Debtor provides next day services for Amazon in 5 cities, employing over 300 drivers. Additionally, the Debtor operates 2 same-day florist locations in Atlanta and Los Angeles. The Debtor fi led a Chapter 11 petition (Bankr. N.D. Ga. Case No. 17-52865) on Feb. 14, 2017. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Lon D. Fancher, COO, owner. J. Robert Williamson, Esq., at Scroggins & Williamson, P.C., serves as the Debtor's counsel. ABILENE TOWNHOMES: Taps William F. Davis as Legal Counsel --------------------------------------------------------- Abilene Townhomes and Condos, Inc. 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 William F. Davis & Associates, P.C. to give legal advice regarding its duties under the Bankruptcy Code, prepare a bankruptcy plan, and provide other legal services. The hourly rates charged by the firm are: William Davis $475 Andrea Steiling $250 Nephi Hardman $225 Paralegals $115 William Davis, Esq., disclosed in a court filing that the firm and its members have no connections with the Debtor or any of its creditors. The firm can be reached through: William Franklin Davis, Esq. William F. Davis & Associates, P.C. 6709 Academy Road NE, Suite A Albuquerque, NM 87109 Tel: (505) 243-6129 Fax: (505) 247-3185 Email: daviswf@nmbankruptcy.com About Abilene Townhomes and Condos Based in Miramar, Florida, Abilene Townhomes and Condos, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case No. 17-10055) on March 6, 2017. The petition was signed by Joseph Kuruvila, president. The case is assigned to Judge Robert L. Jones. At the time of the filing, the Debtor disclosed $1.01 million in assets and $1.78 million in liabilities. ADVANCED MICRO: S&P Raises CCR to 'B-' on Debt Reduction -------------------------------------------------------- S&P Global Ratings said it raised its corporate credit rating on Sunnyvale, Calif.-based Advanced Micro Devices Inc. to 'B-' from 'CCC+'. The outlook is stable. At the same time, S&P raised its issue-level rating on AMD's senior unsecured debt to 'B-' from 'CCC+'. The recovery rating remains '4', indicating S&P's expectation for average (30%-50%; rounded estimate: 30%) recovery in the event of a payment default. "Our upgrade reflects our view of the company's capital structure as sustainable following a series of deleveraging transactions, a return to revenue growth, and improving, if still weak, profitability," said S&P Global Ratings credit analyst James Thomas. AMD issued $690 million of equity and $805 million of convertible senior notes in 2016, using the proceeds to repay over $1.2 billion of debt. The net impact of these transactions lowered debt by approximately $520 million of principal, reduced interest expense by $60 million annually, and increased cash balances to about $1.3 billion, up from $785 million at the end of 2015. S&P is raising its forecast for revenue growth in 2017 to the 8%-10% range, based on better than expected sales in the second half of 2017 and a promising product road map. In spite of these improvements, S&P notes that AMD still struggles with profitability, and while S&P forecasts EBITDA to return to positive territory in the next year, it believes EBITDA margins will remain below 10% until the firm can meaningfully take share from Nvidia and Intel in the high-end GPU and CPU markets, respectively. The stable outlook is based on S&P's view that recent and upcoming new product launches, growing demand in the GPU market, and the launch of Microsoft's Project Scorpio gaming console will support continued revenue growth in 2017 and a second sequential year of positive free cash flow generation. AFTOKINITO RALLY: DOJ Watchdog Seeks Ch. 11 Trustee Appointment --------------------------------------------------------------- William K. Harrington, the United States Trustee for Region 1, asks the U.S. Bankruptcy Court for the District of New Hampshire, to enter an Order directing the appointment of a Chapter 11 Trustee for Aftokinito Rally, Inc. According to the U.S. Trustee, the Debtor's prepetition conduct, which includes findings of fraudulent and unfair and deceptive trade practices and egregious, unethical and unscrupulous actions, is more than adequate to demonstrate to the bankruptcy court the extent to which the Debtor's creditor cannot place confidence in it or carry out the Debtor's fiduciary obligations in their interest. Therefore, given the seriousness and the extent of the consumer protection allegations raised in the case of the Debtor, the appointment of an independent fiduciary is critical to the integrity of the reorganization and the public's confidence in the bankruptcy process, the U.S. Trustee asserts. About Aftokinito Rally Based in Nashua, New Hampshire, Aftokinito Rally, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. N.H. Case No. 17-10184) on February 16, 2017. The petition was signed by Stephan Condodemetraky, president. At the time of the filing, the Debtor estimated assets of $1 million to $10 million and liabilities of less than $1 million. AGESONG GENESIS: Joseph Rodrigues Appointed PCO ----------------------------------------------- Tracy Hope Davis, the United States Trustee for Region 17, appointed Joseph Rodrigues as the Patient Care Ombudsman for AgeSong Genesis, LLC. The appointment was made pursuant to the Court's Order Vacating Order to Consider Appointment of Patient Care Ombudsman and Ordering Immediate Appointment of Patient Care Ombudsman. Joseph Rodrigues can be reached at: Joseph Rodrigues State Long-Term Care Ombudsman Office of the State Long-Term Care Ombudsman California Department of Aging 1300 National Drive, Suite 200 Sacramento, CA 95834 Tel.: (916) 419-7510 About AgeSong Genesis Nader Shabahangi, AgeSong Living, LLC, a California limited liability company, and Eldership III, LLC, a California limited liability company filed an involuntary Chapter 11 case (Bankr. Case No. 17-30175 HLB) against AgeSong Genesis, LLC, on February 24, 2017. The Petitioners are represented by Randy Michelson -- randy.michelson@michelsonlawgroup.com -- Michelson Law Group, in San Francisco, California. ALPHA METAL: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Alpha Metal Manufacturing, Inc. as of March 13, according to a court docket. About Alpha Metal Manufacturing Alpha Metal Manufacturing, Inc is an Arkansas Corporation with its principal assets located in Sebastian County, Arkansas. The Debtor filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Ark Case No. 17-bk-70125) on January 20, 2017. Don Brady, Eq., at AADR, serves as the Debtor's legal counsel. AMC ENTERTAINMENT: Fitch Rates $475MM Sr. Sub. Notes Due 2026 'B-' ------------------------------------------------------------------ Fitch Ratings has assigned a 'B-/RR6' to AMC Entertainment Holdings Inc.'s (AMC) $475 million dollar denominated senior subordinated private placement notes due 2026. Fitch also maintains a 'B-/RR6' rating on the proposed reopening of AMC's existing 6.375% Sterling denominated senior subordinated private placement notes due 2024. The notes will be general unsecured senior subordinated obligations of AMC Entertainment Holdings, Inc. (AMCH). Both issuances become fungible at the closing of the Nordic Cinema Group Holding AB (Nordic) acquisition and feature a special mandatory redemption in which the notes will be redeemed at par plus accrued interest in the event the acquisition does not close before June 30, 2017. The 'B+' Issuer Default Rating (IDR) assigned to AMC remains on Rating Watch Negative. Proceeds from the issuances, together with proceeds from AMC's February 2017 $640 million equity offering, are to be used to fund the previously announced acquisition of Nordic. In January 2017, AMC announced it had entered into a definitive agreement to acquired Nordic in a transaction valued at SEK8.6 billion or approximately $954 million. Fitch calculates unadjusted pro forma leverage at 5.1x as of Dec. 31, 2016, adjusting for three acquisitions that closed or are expected to close after Dec. 31, 2016: Carmike Cinemas, Odeon & UCI, and Nordic. Fitch would expect unadjusted leverage to be maintained at or below 4.5x in the 12-18 months following the closing of the acquisition to maintain the 'B+' rating. The Rating Watch Negative reflects expected high leverage upon the Nordic acquisition's closing, execution risks surrounding integrating three simultaneous acquisitions, and indication of a more aggressive financial policy and merger and acquisition (M&A) strategy. Upon the resolution of the Nordic acquisition, Fitch would likely downgrade the IDR to 'B' reflecting Fitch belief that company's aggressive financial policy and continued M&A strategy is more in line with a 'B' rating. In addition, Fitch will consider AMC's ability and commitment to reduce leverage following the closing of the Nordic acquisition. AMC recently announced it intends to use a portion of proceeds from its required National CineMedia (NCM) share sale to fund circuit-wide capital expenditures to support growth initiatives. This represents a reduction to the amount of NCM share sale proceeds Fitch initially expected AMC to use for debt repayment, leading Fitch to expect gross leverage will not decrease below 5.0x until 2019. KEY RATING DRIVERS AMC has demonstrated traction in key strategic initiatives: improving admission revenue per attendee as a result of reseating initiatives and growth in concession revenue per attendee and concession gross profit per attendee. Fitch calculates EBITDA margins for the fiscal year ended (FYE) Dec. 31, 2016 of 16.8% (excludes distributions from NCM), an improvement from 13.6% at Sept. 27, 2012. Although Fitch recognizes that AMC's continued expansion into premium food offerings will pressure high concession margins, top line growth should grow absolute gross profit dollars in this segment. In 2014, AMCH instituted a quarterly dividend of $19.6 million ($78 million for the full year), with the first dividend paid in the second quarter of 2014 (2Q14). For the FYE Dec. 31, 2016, AMCH paid $79.6 million in dividends. Fitch expects capital expenditures to remain elevated, modeling approximately $600 million (net of landlord contributions) in 2017, as AMC implements its global capital expenditure strategy which will pressure free cash flow (FCF). However, Fitch does not expect AMC to take further shareholder friendly actions due to the heightened leverage and capital expenditures. As a result, Fitch expects FCF will range from slightly negative to positive $100 million over the next two years. Fitch calculated FCF for the FYE Dec. 31, 2016 equated to negative $70 million. Fitch believes that AMC has sufficient liquidity to fund capital initiatives, make small theater circuit acquisitions, and cover its term loan amortization. Liquidity is supported by cash balances of $207 million and availability of $137.4 million on its secured revolver as of Dec. 31, 2016. AMC's ratings reflect Fitch's belief that movie exhibition will continue to be a key promotion window for the movie studios' biggest/most profitable releases. According to Box Office Mojo, 2016's box office delivered positive growth of 2.2% and record setting box office revenues of $11.4 billion. Industry fundamentals benefited from a strong slate and the expansion of premium amenities, which contributed to attendance growth of 0.1% and a 2.6% increase in average ticket price. The 2016 film slate benefitted from many high-profile tent pole and animated films. Fitch believes 2017 box office is off to a solid start and the film slate will once again feature highly anticipated sequels and tent poles that will support flat- to low-single-digit industrywide box office revenue growth. Fitch believes the investments made by AMC and its peers to improve the patron's experience are prudent. While capital expenditure may be elevated over the ratings horizon and high concession margins may be pressured over the long term, exhibitors should benefit from delivering an improved value proposition to their patrons and that the premium food services/offerings will grow absolute levels of revenue and EBITDA. Finally, AMC and its peers rely on the quality, quantity, and timing of movie product, all factors out of management's control. KEY ASSUMPTIONS Fitch's key assumptions within the rating case for AMC Entertainment include: -- Low to mid-single digit pro forma revenue growth; low-single- digit admissions revenue growth domestically in 2017 driven by low-single-digit growth in average ticket price; low to mid-single digit growth in attendance overseas as a result of a strong film slate. -- EBITDA margin expansion as a result of synergies from the aforementioned acquisitions; -- Capital expenditures remain elevated in the near term as AMC continues to invest in recliner reseats and enhanced food and beverage offerings. Fitch expects capex of around $600 million (net of landlord contributions) during 2017; -- Pro forma unadjusted gross leverage under 5.0x by 2019. RATING SENSITIVITIES Positive Trigger: Fitch heavily weighs the prospective challenges facing AMC and its industry peers when considering the long-term credit rating. Significant improvements in the operating environment (sustainable increases in attendance from continued success of operating initiatives) driving FCF/adjusted debt above 2% and adjusted leverage below 4.5x on a sustainable basis could stabilize the rating. In strong box office years, metrics should be strong enough to provide a cushion for weaker box office years. Negative Trigger: Negative rating actions are more likely to coincide with the company's inability to reduce unadjusted leverage below 4.5x (6.0x on an adjusted basis) in the 12-18 months following the acquisition of Nordic, or the adoption of a more aggressive financial policy, and/or rent-adjusted interest coverage declines below 1.5x-1.75x. LIQUIDITY AMC's liquidity is supported by $207 million of cash on hand (as of December 2016) and $137 million availability on its revolving credit facility, which is sufficient to cover minimal amortization payments on its term loan. FULL LIST OF RATING ACTIONS Fitch has assigned the following ratings on Rating Watch Negative: AMC Entertainment Holdings, Inc. -- Senior subordinated notes at 'B-/RR6'. AMC ENTERTAINMENT: Increased Capex Pressures B+ Rating, Fitch Says ------------------------------------------------------------------ AMC Entertainment Holdings, Inc., recently announced it intends to use some of the proceeds from the anticipated sale of its equity stake in National Cinemedia (NCM) to fund capital expenditures supporting its domestic and international growth initiatives. For fiscal 2017, the company expects to spend $700 million to $750 million of gross capital expenditures ($530 million-$650 million net of landlord contributions), which includes plans to renovate an additional 122 theatres and 1,560 screens in 2017 and 2018. Fitch believes AMC's willingness to use the NCM proceeds for reasons other than debt paydown is indicative of a more aggressive financial policy. Although Fitch views the increased capex spending positively, Fitch believes the pace of deleveraging will be slower and the company's aggressive financial policy and continued M&A strategy could be more in line with a 'B' rating. Fitch placed AMC's 'B+' Issuer Default Rating (IDR) on Rating Watch Negative on July 14, 2016 following the company's announcement that it agreed to acquire European movie exhibitor Odeon & UCI Cinemas Group (Odeon & UCI). AMC noted on its Jan. 23, 2017 call discussing the Nordic Cinema Group Holding AB (Nordic) acquisition that it would be using proceeds from the monetization of their NCM ownership to manage leverage and pay down debt. However, on their year-end earnings call, AMC articulated that a portion of the proceeds will be used for capital expenditures, thereby reducing near-term debt reduction, indicating a more aggressive stature towards leverage. Assuming that AMC does not use a sufficient portion of NCM share sale proceeds for debt repayment, Fitch expects pro forma leverage as of the closing of the Nordic acquisition to be above 5.0x. Although Fitch initially expected leverage to decline below 5.0x within 12-15 months of closing, the reallocation of NCM sale proceeds leads us to now expect gross leverage will not decrease below 5.0x until 2019. Fitch estimates that pro forma gross capital expenditures of all four entities combined for the LTM period ended Sept 30, 2016 totalled $500 million. The anticipated increase of capital expenditures is driven primarily by recliner seat renovations and food and beverage expansion at AMC and legacy Carmike assets. AMC also plans to introduce a new proprietary Premium Large Format (PLF) across the domestic circuit. Internationally, AMC intends to reseat Odeon & UCI theatres and roll out enhanced food options and PLF screens across their entire international asset base. Fitch expects to revisit the rating following the closing of the Nordic acquisition and will consider AMC's ability and commitment to reduce leverage. Fitch ratings for AMC, currently on Rating Watch Negative: AMC Entertainment Holdings, Inc. -- Long-Term IDR 'B+'; -- Senior secured credit facilities 'BB+/RR1'; -- Senior subordinated notes 'B-/RR6'. AMERICAN TELECONFERENCING: Moody's Revises Outlook to Negative -------------------------------------------------------------- Moody's Investors Service affirmed American Teleconferencing Services, Ltd.'s existing ratings, including its B2 Corporate Family Rating (CFR), B2-PD Probability of Default Rating and the B1 rating for its first lien credit facilities, and changed its ratings outlook to negative from stable. ATS is a wholly-owned subsidiary of Premiere Global Services, Inc. ("PGi"), which is owned by the affiliates of Siris Capital Group, LLC. The rating action reflects the deterioration in PGi's credit metrics resulting from its proposed dividend of $140 million that will be funded by the proceeds from incremental 1st and 2nd lien term loans. RATINGS RATIONALE Pro forma for the recapitalization, PGi's total debt to EBITDA will increase by approximately 1x to about 6.1x (Moody's adjusted, excluding unrealized synergies and including capitalized software expenses). The negative ratings outlook reflects PGi's elevated financial risk and limited financial flexibility at the current rating level. Execution risk is high as PGi is in the midst of a multi-year business transformation plan that includes converting its audio conferencing customers to higher-margin, subscription-based conferencing and collaboration products, optimizing sales and distribution channels, and reducing costs substantially. The majority of its revenues are generated from audio conferencing services which face intense completion and are declining at the high single digit rates. Moody's expects PGi's revenues to continue to decline in 2017 and 2018 as erosion in audio conferencing revenues will eclipse the growth in subscription services. The company has outperformed against its cost reduction plan and management expects significantly higher cost savings than originally planned, which will drive EBITDA growth. But the potential impact of cost saving initiatives on business performance will not be fully known until 2018 and increases risks. Despite revenue declines, Moody's expects a meaningful improvement in PGi's cash generation driven by the realization of cost savings and declining non-recurring costs over the next 12 to 18 months. The B2 CFR is supported by Moody's expectation that PGi's total debt to EBITDA will decline to approximately 5x and free cash flow should increase to at least 5% of total debt in 2018. PGi generates good EBITDA margins and has moderate capital expenditures. The company's revenue mix is improving with the growth in revenues under subscription agreements that have high retention rates. Moody's could downgrade PGi's ratings if organic revenue declines exceed 5%, free cash flow remains below 5% FCF/Debt on a sustained basis or total debt to EBITDA (Moody's adjusted) is expected to remain above 5.5x. In addition, deterioration in liquidity could pressure the rating. Given PGi's high leverage and a negative outlook a ratings upgrade is not likely over the next 12 to 18 months. Moody's could raise PGi's ratings if it generates sustained revenue and earnings growth, demonstrates commitment to conservative financial policies and Moody's believes that total debt to EBITDA (Moody's adjusted) and free cash flow to total debt will remain below 4.5x and above 10%, respectively. Ratings affirmed: Issuer: American Teleconferencing Services, Ltd. -- Corporate Family Rating, B2 -- Probability of Default Rating, B2-PD -- $50 million 1st lien revolving credit facility, B1 (LGD3) -- $668 million (upsized from $528 million) 1st lien term loan facility, B1 (LGD3) Outlook: Outlook: Changed to Negative, from Stable Premiere Global Services, Inc. provides audio conferencing, web and video collaboration services. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. AQUION ENERGY: Pennsylvania Vows to Recover Loans ------------------------------------------------- The American Bankruptcy Institute, citing Aaron Aupperlee of TribLive, reported that the Pennsylvania Department of Community and Economic Development intends to try to recover money Aquion Energy Inc. owes it. According to the report, Aquion, a once-promising Pittsburgh battery company with a manufacturing facility in Westmoreland County, filed for bankruptcy and lists the state as its top creditor. "DCED is prepared to take whatever steps are necessary and legal under the bankruptcy code to recover our loans," spokeswoman Heidi Havens wrote in a statement to the Tribune-Review, the report related. "Upon notification that the bankruptcy petition was filed, DCED commenced a comprehensive review of the project to include an evaluation of collateral." The loans were secured by collateral, but Havens would not say what that collateral was, the report further related. Aquion announced March 8 it had filed for Chapter 11 bankruptcy after it failed to raise enough money to keep it running. About 80 percent of its employees were let go, the report said. The company shuttered its 335,000-square-foot factory inside the former Sony plant in East Huntingdon, the report added. Aquion, headquartered in Lawrenceville, hopes to find a buyer for its assets, the report noted. About Aquion Energy Aquion Energy, Inc., f/k/a 44 Tech, Inc., filed a Chapter 11 petition (Bankr. D. Del. Case No. 17-10500) on March 8, 2017. Aquion Energy develops and manufactures batteries and energy storage systems. The Company offers sodium-ion batteries for use in micro-grid support, off-grid generator optimization, and grid-level energy service application. The case is assigned to Judge Kevin J. Carey. The Debtor's counsel is Laura Davis Jones, Esq., and Joseph Michael Mulvihill, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware. The Debtor tapped Kurtzman Carson Consultants, LLC, as claims and noticing agent. At the time of filing, the Debtor had estimated assets of $10 million to $50 million and estimated debts of $10 million to $50 million. The petition was signed by Suzanne B. Roski, chief restructuring officer. ASSOCIATED ASPHALT: Moody's Raises Corporate Family Rating to B2 ---------------------------------------------------------------- Moody's Investors Service upgraded the Corporate Family Rating ("CFR") and the Probability of Default Rating ("PDR") of Associated Asphalt Partners, LLC to B2 and B2-PD, respectively, from B3 and B3-PD. Concurrently, Moody's assigned a B3 rating to the proposed $325 million senior secured term loan B. Road Holdings III, L.L.C. is a co-borrower of the instrument. The rating outlook is stable. In October 2016, an affiliate of ArcLight Energy Partners Fund VI, L.P. ("Sponsor") acquired Associated Asphalt for approximately $467 million, which included adjustments for working capital. In February 2017, Associated Asphalt acquired its largest competitor, Axeon Marketing LLC, for approximately $193 million, which also included adjustments for working capital. Proceeds from the senior secured term loan, along with Sponsor and management equity, will be used to repay Associated Asphalt's outstanding senior unsecured notes due 2018, notes due to its Sponsor, and fees and expenses relating to the term loan transaction. The following rating actions were taken: Corporate Family Rating, upgraded to B2 from B3; Probability of Default Rating, upgraded to B2-PD from B3-PD; $325 million of senior secured term loan B, assigned B3 (LGD4); The rating outlook is stable. The rating of the outstanding senior secured notes due 2018 will be withdrawn upon repayment. RATINGS RATIONALE The B2 corporate family rating reflects Associated Asphalt's market position as the largest asphalt reseller in Petroleum Administration for Defense District I ("PADD I"), moderate debt leverage and Moody's expectations for debt leverage to decline over time. These credit strengths are offset by the company's small size (based on annual revenue), modest liquidity cushion, volatility in gross profit and free cash flow generation, limited supplier base compared to other rated distributors, end-market and geographic concentrations, and its exposure to cyclical road and commercial construction activity. In February 2017, Associated Asphalt acquired its largest competitor which, in Moody's views, may present some integration risks in 2017. However, the company should benefit from a substantial increase in volumes, additional sourcing options, and expanded geographic coverage. The rating is supported by the company's strategic footprint in the North American asphalt industry, and long-standing customer and supplier relationships. Associated Asphalt is among the largest asphalt resellers in the U.S., with 29 asphalt terminals located throughout the East Coast and 5.6 million barrels of asphalt storage capacity. The company's liquid asphalt terminals are directly accessible via rail and water, which connects them with Midwest refinery suppliers as well as Gulf Coast and international refinery suppliers. In order to serve its highway construction customers, its terminals are located close to population centers and major highways. Its storage capacity enables the company to accept asphalt delivery year round from its refinery suppliers, then sell during peak warm weather construction months. The company seeks to earn enhanced margins by leveraging its interior locations, between Midwest refineries and key East Coast end markets, and its ability to buy throughout the year, including low demand winter months. This strategy exposes the company to inventory valuation risk as the margin between wholesale asphalt purchases and retail pricing is volatile. Associated Asphalt's liquidity is supported by its $150 million ABL facility due October 2021. Moody's expects the company to retain little-to-no cash, and use cash flow from operations for capital expenditures, debt repayment, and sponsor distributions. However, due to seasonality of its business, funds available for debt reduction may be offset by seasonal working capital needs. Moody's expects utilization needs under the ABL facility to grow as the prices for crude oil and liquid asphalt increase. The company has no near term debt maturities. The stable outlook presumes that the company will carefully balance its financial policy including maintaining acceptable liquidity, debt leverage and other credit metrics against its operating and acquisition strategies. The rating outlook also reflects Moody's expectations that gross profit margin per ton will be similar in 2017 to 2016. The ratings could be upgraded if the company continues to build scale and diversity, as evidenced by revenue above $2 billion or EBITA above $250 million, in combination with driving and sustaining adjusted debt-to-EBITDA below 3.0x. Stronger liquidity, free cash flow generation, and expanding gross profit per ton on a consistent and sustainable basis would also support an upgrade. The ratings could be downgraded if Associated Asphalt's liquidity were to deteriorate, or if adjusted debt-to-EBITDA were increase and be sustained above 4.5x. The ratings could also be downgraded if there was a decline in infrastructure or roadway spending, if inventory costs increase materially, or if competitive or market pressures arise such that gross margin per ton declined materially. Finally, the ratings could be downgraded if the company pursues large, debt-financed acquisitions. The principal methodology used in these ratings was Distribution & Supply Chain Services Industry published in December 2015. Associated Asphalt Partners, LLC, headquartered in Roanoke, VA, is a reseller of liquid asphalt, used predominately for road development, construction and maintenance. In October 2016,an affiliate of ArcLight Energy Partners Fund VI, L.P. acquired Associated Asphalt for approximately $467 million (including adjustments for working capital). In February 2017, Associated Asphalt acquired its largest competitor, Axeon Marketing LLC, for approximately $192 million (including adjustments for working capital). The combined company provides approximately 5.6 million barrels of asphalt storage capacity and controls 29 asphalt terminals located throughout the East Coast of the United States. Associated Asphalt's revenue totaled $330 million for the year ended 2016. ASTORIA FINANCIAL: Fitch Puts 'B' Preferred Stock Rating on RWE --------------------------------------------------------------- Fitch Ratings has placed the 'BBB-' Long-Term Issuer Default Ratings (IDRs) of Astoria Financial Group, Inc. (AF) and its principal banking subsidiary, Astoria Bank on Rating Watch Evolving. On March 7, 2017, AF and Sterling Bancorp (Sterling; not rated) announced that they have entered into a definitive merger agreement in a stock-for-stock transaction valued at approximately $2.2 billion. The Rating Watch Evolving reflects uncertainty as to the ultimate credit profile of AF. During the Rating Watch period, Fitch will evaluate Sterling Bancorp's credit profile on a pro forma basis with Astoria. Fitch would expect to resolve the rating watch upon closing of the transaction, which is expected to occur in the fourth quarter of 2017 (4Q17). KEY RATING DRIVERS IDRS, VIABILITY RATINGS, AND SENIOR DEBT In Fitch's opinion, the planned merger would result in an improved earnings profile, interest rate sensitivity, and a lower loan to deposit (LTD) ratio. Offsetting this, the pro forma capital ratios are estimated to be lower than AF's reported ratios at year-end 2016. Other negative aspects to this transaction include possible execution risks, and an increase in the company's concentration to commercial real estate (CRE). On a pro forma basis, the merger is expected to improve AF's return on tangible assets by about 95 basis points (bps) through operating expense savings, loan and securities portfolio repositioning, and interest expense savings as higher cost borrowings are marked and refinanced. Further, the merger is expected to result in an asset sensitive balance sheet, which should benefit from an expected increase in interest rates. AF has historically been liability sensitive. From a funding and liquidity perspective, the merger is expected to result in a LTD ratio of 95%, an improvement compared to AF's LTD ratio of 115% at Dec. 31, 2016. The transaction should also result in a more diversified funding mix, which Fitch views positively. Although Fitch views the potential for earnings improvement positively overall, there are several notable aspects to the transaction that Fitch views negatively. First, the pro forma tier 1 capital ratio is estimated to be approximately 630bps lower than AF's standalone tier 1 capital ratio at year-end 2016, while the pro forma TCE ratio is estimated to be approximately 167bps lower. Fitch also believes there is execution risk, particularly in operating expense savings assumptions given little branch overlap. Sterling has completed numerous acquisitions over the past several years, and Fitch has no visibility into the company's integration plans at this point. Although AF's balance sheet is non-complex, Fitch believes execution risks are higher than Sterling's prior acquisitions given AF's large relative size; Sterling and Astoria are nearly equal in size. Given heightened regulatory focus on CRE concentration, Fitch views the pro forma increase in CRE to roughly 300% of total risk-based capital from 257% cautiously, especially since capital ratios are expected to fall considerably upon transaction close. Banks operating with high CRE concentration are subject to increased regulatory scrutiny of risk management practices including underwriting, stress testing, and oversight. Given Sterling's intention to refocus the loan portfolio on commercial and industrial (C&I) loans, traditional CRE, and commercial finance, Fitch expects asset quality to worsen over time relative to AF's historical performance. SUPPORT RATING AND SUPPORT RATING FLOOR AF has a Support Rating of '5' and Support Rating Floor of 'NF'. In Fitch's view, AF is not systemically important and therefore, the probability of support is unlikely. IDRs and Viability Ratings (VRs) do not currently incorporate any support. SUBORDINATED DEBT AND OTHER HYBRID SECURITIES AF's preferred securities are rated five notches below its VR. Preferred stock is notched two times from the VR for loss severity, and three times for non-performance. Hybrid securities ratings are in accordance with Fitch's criteria and assessment of the instruments' non-performance and loss severity risk profiles. LONG- AND SHORT-TERM DEPOSIT RATINGS AF's uninsured deposit ratings are rated one notch higher than the company's IDR and senior unsecured debt because U.S. uninsured deposits benefit from depositor preference. U.S. depositor preference gives deposit liabilities superior recovery prospects in the event of default. RATING SENSITIVITIES IDRs, VRS, AND SENIOR DEBT Upon further review and evaluation of Sterling Bancorp's credit profile including its management and strategy as well as its financial profile, Fitch expects to resolve the Rating Watch Evolving. The resolution of the Rating Watch may take longer than six months. At the conclusion of the review, the ratings could remain unchanged, be upgraded or downgraded. The ratings could also be withdrawn if Fitch is unable to fully evaluate Sterling Bancorp's credit profile, pro forma with Astoria. Closing is expected in 4Q17 and subject to customary closing conditions, including required regulatory approvals. If the transaction were not to occur, Fitch would reassess AF's credit profile in light of a second failed merger transaction. Since late 2015, AF's management team has been focused on preparing for and ultimately completing a merger, first with New York Community Bancorp (NYCB; 'BBB+/F2'/Outlook Stable), which was terminated in December. Fitch believes this has caused some distraction in running the core and ongoing operations of the bank and retaining personnel. As such, Fitch would likely view such an event negatively. SUPPORT RATING AND SUPPORT RATING FLOOR AF's Support Rating and Support Rating Floor are sensitive to Fitch's assumption as to capacity to procure extraordinary support in case of need. SUBORDINATED DEBT AND OTHER HYBRID SECURITIES The ratings of subordinated debt and other hybrid capital issued by AF and its subsidiary are primarily sensitive to any change in AF's VR. Fitch has placed the following ratings on Rating Watch Evolving: Astoria Financial Corporation -- Long-Term IDR 'BBB-'; -- Short-Term IDR 'F3'; -- Senior Debt 'BBB-'; -- Preferred Stock 'B'; -- Viability Rating 'bbb-'. Astoria Bank (Formerly Astoria Federal Savings and Loan Association) -- Long-Term IDR 'BBB-'; -- Short-Term IDR 'F3'; -- Long-term Deposits 'BBB'; -- Short-term Deposits 'F2'; -- Viability Rating 'bbb-'. Fitch has affirmed the following ratings: Astoria Financial Corporation -- Support Rating at '5'; -- Support Rating Floor at 'NF'. Astoria Bank (Formerly Astoria Federal Savings and Loan Association) -- Support Rating at '5'; -- Support Rating Floor at 'NF'. ATIF INC: Seeks to Hire Johnson Pope as Legal Counsel ----------------------------------------------------- ATIF, Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire legal counsel. The Debtor proposes to hire Johnson, Pope, Bokor, Ruppel & Burns LLP to give legal advice regarding its duties under the Bankruptcy Code, and provide other legal services related to its Chapter 11 case. Michael Markham, Esq., the attorney designated to represent the Debtor, will charge an hourly rate of $395. Mr. Markham disclosed in a court filing that no attorney in his firm represents any interest adverse to the Debtor or its bankruptcy state. The firm can be reached through: Michael C. Markham, Esq. Johnson, Pope, Bokor, Ruppel & Burns LLP P.O. Box 1100 (33601-1100) 401 E. Jackson St., Suite 3100 Tampa, FL 33602 Tel: 813-225-2500 Fax: 813-223-7118 Email: mikem@jpfirm.com About ATIF Inc. ATIF, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 17-01712) on March 2, 2017. The petition was signed by Gerard A. McHale, chief executive officer. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of $10 million to $50 million. BEARCAT ENERGY: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Bearcat Energy LLC 1225 17th Street, Suite 2650 Denver, CO 80202 Case No.: 17-12011 Business Description: Bearcat Energy, LLC acquires and develops coal bed methane in the Powder River Basin of Wyoming. The Company operates 24 coal- bed methane wells in Sheridan County, Wyoming. Bearcat Energy, LLC was incorporated in 2009 and is based in Denver, Colorado. Chapter 11 Petition Date: March 14, 2017 Court: United States Bankruptcy Court District of Colorado (Denver) Judge: Hon. Elizabeth E. Brown Debtor's Counsel: Kenneth J. Buechler, Esq. BUECHLER & GARBER, LLC 999 18th St., Ste., 1230 S Denver, CO 80202 Tel: 720-381-0045 Fax: 720-381-0392 Email: ken@bandglawoffice.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million Largest Unsecured Creditor: Bureau of Land Management, $1,300,000 The petition was signed by Keith J. Edwards, CEO. A list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/cob17-12011.pdf BIOSERV CORP: Creditors to be Paid from Assets Sale Proceeds ------------------------------------------------------------ Bioserv Corporation, now known as GXP CDMO, Inc., filed with the U.S. Bankruptcy Court for the Southern District of California a third amended disclosure statement for their chapter 11 plan of reorganization. On Dec. 29, 2016, at the direction of the Court-appointed Examiner, Richard Kipperman, substantially all of the Debtor's assets were sold to a buyer, Sorrento BioServices, Inc., in exchange for approximately $3.6 million in cash. In addition to the Sales Proceeds, the Debtor retains certain Excluded Assets that were not included in the sale to Sorrento. Prominent among these Excluded Assets are Prospective Litigation Proceeds. With the assistance of the Examiner, the Debtor continues to develop and evaluate the Excluded Assets, including the Prospective Litigation Proceeds. Pursuant to the Asset Sale Agreement with Sorrento, the Debtor changed its name from Bioserv Corporation to GXP CDMO, Inc. on Feb 13, 2017. The latest plan provides that although the Debtor believed a better offer may have materialized in the future, the Examiner determined, in his business judgment, that it was in the best interest of the bankruptcy estate to sell the Debtor's assets pursuant to the Asset Purchase Agreement, as the interest of the unsecured creditors in obtaining a full settlement of their claims outweighed other considerations, including the prospective value of any interests held by the Parent. The Debtor believes that the Sales Proceeds provide for sufficient cash to implement the Plan. There is sufficient cash to pay off all Allowed Claims, even if the Court rules that the full amounts alleged in the Disputed Claims are Allowed Claims 7. The Plan provides for the Examiner to hold Cash Reserves equal or greater to 100% of the Disputed Claims in a segregated account until such time that the Court resolves and enters Final Orders for all Disputed Claims. As reported by the TCR on Feb 27, 2017, under the previous version of the plan, the principal amount of the unsecured claims held by the Debtor's parent will be reduced to 30%. These claims will be paid as soon as possible provided that the cash balance remaining after payment of these claims exceeds $500,000. If there is not sufficient cash, notes will be issued in lieu of cash. The Third Amended Plan is available at: http://bankrupt.com/misc/casb14-08651-11-522-1.pdf About Bioserv Corp. Headquartered in San Diego, California, Bioserv Corporation filed for Chapter 11 bankruptcy protection (Bankr. S.D. Calif. Case No. 14-08651) on Oct. 31, 2014, estimating its assets at between $500,000 and $1 million and its liabilities at between$1 million and $10 million. The petition was signed by Albert Hansen, CEO. Judge Margaret M. Mann presides over the case. Benjamin Carson, Esq., at Benjamin Carson Law Office serves as the Debtor's bankruptcy counsel. On Nov. 3, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Pursuant to the Asset Sale Agreement with Sorrento, the Debtor changed its name from Bioserv Corporation to GXP CDMO, Inc. on Feb 13, 2017. CAPSTONE PEDIATRICS: April 18 Disclosure Statement Hearing ---------------------------------------------------------- Judge Randal S. Mashburn of the U.S. Bankruptcy Court for the Middle District of Tennessee will convene a hearing on April 18, 2017, at 9:00 a.m. to consider approval of the disclosure statement filed by Capstone Pediatrics, PPLC. March 30, 2017, is fixed as the last day for filing and serving written objections to the disclosure statement. The TCR previously reported that under the plan, general unsecured creditors will be paid in full over 15 years. Cash generated from Debtor's continued operations, together with anticipated cost savings from reduced rents, lower provider overhead, and a negotiated reduced minimum billing amount for Athenahealth will enable Debtor to generate sufficient cash flow to make all payments due under the Plan. The Disclosure Statement is available at: http://bankrupt.com/misc/tnmb15-09031-66.pdf About Capstone Pediatrics Capstone Pediatrics, PLLC, aka Centennial Pediatrics, is a physician-owned pediatric practice headquartered in Nashville, Tennessee. The Company was formerly known as Centennial Pediatrics. It was acquired by Dr. Gary Griffieth and his sister, Winnie Toler, in late 2013 from Dr. Edward Hamilton, who was convicted on a misdemeanor fraud. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. M.D. Tenn. Case No. 15-09031) on Dec. 18, 2015, estimating its assets at between $1 million and $10 million and liabilities at between $10 million and $50 million. The petition was signed by Gary G. Griffieth, chief executive officer. Judge Randal S Mashburn presides over the case. Griffin S Dunham, Esq., at Emerge Law PLC serves as the Debtor's bankruptcy counsel. CCO HOLDINGS: Fitch Maintains BB+ Rating on Unsec. Notes Due 2027 ----------------------------------------------------------------- Fitch Ratings maintains the 'BB+' rating on CCO Holdings, LLC's 5.125% senior unsecured notes due 2027. CCOH is offering $1 billion of additional senior notes in a reopening of the 5.125% senior notes, which were issued in January 2017. CCOH is an indirect, wholly owned subsidiary of Charter Communications, Inc. CCOH's Issuer Default Rating (IDR) is 'BB+' with a Stable Outlook. The company is expected to use proceeds from the additional notes as well as cash on hand to repurchase $2 billion of senior secured notes due 2017 currently outstanding at Time Warner Cable, Inc. The offering is in line with Fitch's expectation that Charter will opportunistically refinance secured debt issued by TWC and Time Warner Cable Enterprises LLC with unsecured debt at CCOH, thereby reducing the company's overall outstanding secured debt. Pro forma for the January and March issuance and subsequent note repurchases, Charter had approximately $59.3 billion of debt outstanding as of Dec. 31, 2016, including $44.6 billion of senior secured debt. KEY RATING DRIVERS M&A Activity Credit-Positive: Charter completed its merger with TWC and acquisition of Bright House Networks (Bright House) (the Transactions) in May 2016. Fitch continues to view the Transactions positively and believes they strengthen Charter's overall credit profile. Fitch estimates that on a pro forma basis for the last 12 months (LTM) ended Dec. 31, 2016, including a full year of the Transactions and recent debt issuance, total leverage was 4.1x while senior leverage declined to 3.1x. Integration Key to Success: Integration risks are elevated with two simultaneous transactions, and Charter's ability to manage the integration process and limit disruption to the company's overall operations is key to the success of the Transactions. Credit Profile Changes: Following the Transactions, the company served 24.8 million residential customers as of Dec. 31, 2016 and is the second largest cable multiple-system operator in the country. As of Dec. 31, 2016, pro forma LTM revenue and EBITDA totalled approximately $40 billion and $14.5 billion, respectively. Charter's pro forma leverage has declined since June 30, 2016, the company's first quarterly reporting after the Transactions' closings, when total pro forma leverage and senior leverage peaked at 4.4x and 3.5x, respectively. The decline was driven primarily by EBITDA growth as Charter benefited from ongoing operating improvements. Charter's total leverage target remains unchanged, ranging between 4x and 4.5x, with the company targeting the lower end of the range. Improving Operating Momentum: Charter's operating strategies are having a positive impact on the company's operating profile, resulting in a strengthened competitive position. The market-share-driven strategy, focused on enhancing Charter's video service competitiveness and leveraging its all-digital infrastructure, is improving subscriber metrics, growing revenue and average revenue per unit (ARPU) trends, and stabilizing operating margins. KEY ASSUMPTIONS Fitch's key assumptions within the rating case for Charter include: -- Mid-single-digit pro forma revenue growth highlighted by continued high-speed data and commercial service revenue growth. -- Pro forma EBITDA margin improves as ARPU growth from subscribers taking more advanced video services and higher- speed data service tiers offsets increased programming costs and spending to enhance customer service and products. -- Fitch estimates Charter will generate more than $4 billion of free cash flow (FCF) in 2017. RATING SENSITIVITIES Positive rating actions would be contemplated given the following: -- Integrating TWC and Bright House while limiting disruption in the company's overall operations; -- Demonstrating continued progress in closing gaps relative to its industry peers in service penetration rates and strategic bandwidth initiatives; -- Operating profile strengthens as the company captures sustainable revenue and cash flow growth envisioned when implementing the current operating strategy; -- Reduction and maintenance of total leverage below 4.0x. Fitch believes negative rating actions would likely occur given the following: -- A leveraging transaction or the adoption of a more aggressive financial strategy that increases leverage beyond 5.5x in the absence of a credible deleveraging plan; -- Adoption of a more aggressive financial strategy; -- A perceived weakening of Charter's competitive position or failure of the current operating strategy to produce sustainable revenue and cash flow growth along with strengthening operating margins. LIQUIDITY Fitch regards Charter's liquidity position and overall financial flexibility as satisfactory given the rating category. Charter's financial flexibility will improve in step with the growth of FCF generation following the Transactions. Charter generated $2.6 billion of FCF during the LTM ended Dec. 31, 2016. Fitch expects Charter to generate more than $4 billion of FCF in 2017 with the inclusion of a full year of the Transactions. The company's liquidity position at Dec. 31, 2016 includes cash of $1.5 billion and is supported by $2.8 billion of borrowing capacity from its $3 billion revolver, which expires in May 2021, and anticipated FCF generation. Charter's pro forma maturity profile is manageable with less than 10% of outstanding debt maturing before 2020, including $197 million remaining in 2017 (pro forma for the $2 billion refinancing discussed herein), $2.2 billion in 2018 and $3.5 billion in 2019. CHAPARRAL ENERGY: Bankruptcy Court Confirms Reorganization Plan --------------------------------------------------------------- Chaparral Energy, Inc.'s plan of reorganization was confirmed by the U.S. Bankruptcy Court of Delaware Thursday, March 9. The plan received overwhelming support from the company's bondholders and lenders. As a result, Chaparral expects to emerge from Chapter 11 by the end of this month. Under the confirmed plan, Chaparral's unsecured bondholders and general unsecured creditors will own 100 percent of the company's ownership interest, subject to some dilution. The company's capital structure, upon emergence, will include its cash on hand and a reserve based lending facility with an initial borrowing base of $225 million, as well as an additional $150 million term loan. Both the revolver and term loan will mature in four years. In addition, the plan includes $50 million of new money equity from a rights offering. The company expects to have liquidity in excess of $100 million upon emergence. "We are tremendously pleased to announce the confirmation of our plan by the court [Thurs]day," said Chief Executive Officer K. Earl Reynolds. "Thanks to the hard work of everyone involved with this process, Chaparral will emerge from Chapter 11 within the next few weeks as one of the most financially-stable oil and gas companies of its size in the industry. This security, coupled with our outstanding STACK assets, will be the driving force behind Chaparral's success for decades to come." The company, upon emergence, will also be governed by a new seven-member, independent board of directors. The company's new board will include, in addition to Reynolds, Douglas Brooks, Matt Cabell, Robert Heinemann, Sam Langford, Ken Moore and Gysle Shellum. "We are very excited to welcome an extremely talented and seasoned board of directors to Chaparral," said Mr. Reynolds. "These gentlemen have decades of oil and gas experience and have held numerous executive and board positions throughout their well-respected careers. Their combined wealth of industry and leadership experience will be invaluable to Chaparral as we embark on the next successful chapter in our company's history." About Chaparral Energy, Inc. 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. CORE RESOURCE: U.S. Trustee Amends Committee Members' Addresses --------------------------------------------------------------- The Office of the U.S. Trustee on March 14 filed an amended notice of appointment of the official committee of unsecured creditors of Core Resource Management, Inc., to change the addresses of the Harlans and John Leggat. As reported by the Troubled Company Reporter on July 19, 2016, the U.S. Trustee on July 15 appointed three creditors to serve on the Committee. The original Committee members were Mary Ann Kestner, Anita J. Harlan, and John Leggart. The TCR, on Oct. 6, 2016, reported that the U.S. Trustee amended the list of the members of the Creditors' Committee due to a change of personnel for committee member NOW CFO, LLC, and a change of address for James R. Harlan and Anita J. Harlan. The committee members are: (1) Mary Ann Kestner 325 Ladera Street, Unit 1 Santa Barbara, CA 93101 Tel: (805) 729-4646 Fax: none E-mail: maryannkestner@yahoo.com (2) James R. Harlan Anita J. Harlan 1549 180TH Avenue West Point, IA Tel: (319) 671-0614 Fax: none E-mail: jimharlan7@gmail.com (3) John Leggart 5517 E Desert Hills Drive Scottsdale, AZ 85254 Tel: (602) 705-9440 Fax: none E-mail: jrlegg@aol.com Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About Core Resource Core Resource Management, Inc., was incorporated in Nevada on Feb. 17, 1999. The original company name was Apex Sports.com, Inc. Since its inception, Core Resources has been involved in the business of investing in cash flow positive opportunities. Upon completion of this process, approximately $5 million was raised for what was a startup oil and gas company with no assets. The primary use for the invested funds was to purchase royalties and working interest of existing oil and gas wells. Core Resource sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 16-06712) on June 13, 2016. The petition was signed by Dennis Miller, chief operating officer. At the time of the filing, the Debtor estimated its assets and debts at $1 million to $10 million. The case is assigned to Judge Brenda K. Martin. Hauf PLC and Henry & Horne, LLP serve as bankruptcy counsel and financial Advisor, respectively. On July 15, 2016, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee hired Dickinson Wright PLLC as counsel, and Clotho Corporate Recovery, LLC, as financial advisor. Dale D. Ulrich was appointed as Chapter 11 trustee for the Debtor. COSTA DORADA: Disclosure Statement Hearing Set for May 9 -------------------------------------------------------- Judge Enrique S. Lamoutte Inclan of the U.S. Bankruptcy Court for the District of Puerto Rico will convene a hearing on May 9, 2017, at 10:00 a.m. to consider approval and rule upon the adequacy of the disclosure statement filed by Costa Dorada Apartments Corp. Objections to the form and content of the disclosure statement should be in writing and filed with the court and served upon parties in interest not less than 14 days prior to the hearing. As previously reported, under the plan, Class 4 General Unsecured Claimants will be satisfied via cash distributions, estimated at 100%. Distributions will be made on a monthly-basis commencing on the 1st day of the 26th month following the Effective Date of the Plan and continue thereafter until satisfaction of all Allowed Class 4 Claims (approximately month 60). Payments will be in the amount of $15,000 per month. The Plan will be funded from the cash-flow generated by the retail sale of the Debtor's condominium units. The First Disclosure Statement is available at: http://bankrupt.com/misc/prb15-04474-108.pdf About Costa Dorada Apartments Costa Dorada Apartments Corp. is based in Isabela, Puerto Rico. Costa Dorada filed a chapter 11 petition (Bankr. D. P.R. Case No. 15-04474) on June 12, 2015, and is represented by Jaime Rodriguez Rodriquez, Esq., at Rodriguez & Asociados, Abogados, CSP, in Vega Baja, Puerto Rico. At the time of the filing, the Debtor estimated assets and debts to be between $1 million to $10 million. CUBA TIMBER: Bankruptcy Administrator Names 3-Member Committee -------------------------------------------------------------- The Bankruptcy Administrator for the Northern District of Alabama on March 14 appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Cuba Timber Co., Inc. The committee members are: (1) Avery Timber, Inc. Attn: Jason A. Pool 3761 Highway 12 East Steens, MS 39766 (2) Reece Logging Attn: Keith M. Reece 248 Reece Drive Carrollton, AL 35447 (3) East MS Forest Products, Inc. Attn: Stacy Palmer 11309 Brooksville Road Louisville, MS 39339 Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About Cuba Timber Co. Cuba Timber Co., Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N. D. Ala. Case No. 17-70349) on Feb. 24, 2017. The petition was signed by Steve Goodman, president. At the time of the filing, the Debtor disclosed $2.72 million in assets and $6.91 million in liabilities. A. Richard Maples, Jr., Esq., at Maples & Fontenot, LLP, serves as the Debtor's bankruptcy counsel. CUMULUS MEDIA: S&P Raises CCR to 'CCC' on Expired Exchange Offer ---------------------------------------------------------------- S&P Global Ratings said that it raised its corporate credit rating on Atlanta, Ga.-based Cumulus Media Inc. and its subsidiary Cumulus Media Holdings Inc. to 'CCC' from 'CC'. The rating outlook is negative. "We believe Cumulus may look to exchange debt at subpar levels or repurchase debt at discounted levels in 2017, which we would view as tantamount to default, based on our criteria," said S&P Global Ratings' credit analyst Jeanne Shoesmith. "We could lower our ratings on the company if it announces a subpar debt tender offer." Various tranches of debt at Cumulus are currently trading at roughly a 30%-60% discount to par. The negative rating outlook reflects the prospect that S&P could downgrade Cumulus over the next 12 months if the company undertakes a subpar debt exchange offer or repurchases debt at a discount to reduce leverage, which, if completed, S&P would view tantamount to a default; or if S&P believes there is an increased risk of a payment default. S&P could lower its corporate credit rating on Cumulus if S&P views a default as inevitable within the next six months, absent any significantly favorable changes in the company's circumstances. S&P could raise the rating if the company's liquidity improves, which would most likely occur if it raises additional equity or executes deleveraging asset sales. An upgrade would also likely entail an improvement in the company's debt trading levels that would preclude the possibility of subpar debt repurchases or exchanges. DACCO TRANSMISSION: Examiner Probes Conflict of Interest of Counsel ------------------------------------------------------------------- Richard Levin, the Chapter 11 Examiner appointed for DACCO Transmission Parts (NY), Inc., et al., filed a Report on March 7, 2017, with the U.S. Bankruptcy Court for the Southern District of New York. The Examiner relates that he has investigated the matters related to the employment of the counsel for the Debtor and the Debtor in Possession, including actual or potential conflicts of interest, disinterestedness, and disclosures. The Examiner concluded that Willkie Farr & Gallagher LLP, appropriately brought independent counsel into the matter to represent its principal shareholder, Friedman Fleischer & Lowe, LLC (FFL), when the potential for a conflict first arose. The Examiner also added that Willkie was loyal to the interests of the Debtor, Transtar, and sought to advance Transtar's goals throughout the representation. The Examiner further reported that Young Conaway Stargatt & Taylor, LLP, appears to have been independent from any potential influence by Willkie in its representation of FFL and conducted itself in the best interests of its client FFL. Moreover, while Willkie's initial disclosures to the Court were inadequate, the omission of Silver Point Capital, L.P. as a Willkie client was an inadvertent omission by a non-lawyer, undiscovered by other members of the legal team until after the initial filing and corrected immediately by Willkie before the hearing on its engagement. A full-text copy of the Examiner's Report is available for free at: http://bankrupt.com/misc/nysb16-13245-361.pdf 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. DOLE FOOD: Moody's Assigns B1 Rating on $875MM 1st Lien Term Loan ----------------------------------------------------------------- Moody's Investors Service affirmed Dole Food Company, Inc.'s B2 Corporate Family Rating (CFR) and B2-PD Probability of Default Rating. Moody's also assigned a B1 rating to the company's proposed $875 million first lien term loan. In addition, Moody's affirmed the B1 rating on the company's existing $825 million term loan and B3 rating on the company's existing $300 million notes. At the same time, Moody's withdrew the SGL-3 Speculative Grade Rating. The outlook is stable. Moody's affirmation of Dole's B2 Corporate Family Rating reflects the company's good market position and geographic diversity despite high financial leverage. It also reflects Moody's view that the company has the ability to generate positive free cash flow before discretionary investments and certain other items such as legal settlements and that the company will maintain adequate liquidity. In addition to the new term loan, Dole intends to issue $375 million of junior secured debt. The proposed financing benefits Dole's liquidity by increasing revolver availability, addressing two significant cash outlays in 2017, and extending loan maturities. Proceeds will be used to repay the existing term loan, second lien notes, and revolver borrowings. Proceeds will also be used to fund a $74 million litigation settlement. The existing term loan requires Dole to make $120 million in aggregate payments by November 1, 2017. Moody's estimates a remaining payment of $43 million at this date. The refinancing of the term loan removes this cash outlay requirement. In addition, the existing revolver and term loan both mature in 2018. The new revolver expires in 2022 and the new term loan matures in 2024. Moody's took the following rating actions on Dole Food Company, Inc.: Ratings Assigned: - $875 million first lien term loan at B1 (LGD 3) Ratings Affirmed: - Corporate Family Rating at B2 - Probability of Default Rating at B2-PD - $825 million first lien term loan at B1 (LGD 3) (to be withdrawn at closing) - $300 million second lien notes at B3 (LGD 5) (to be withdrawn at closing) Ratings Withdrawn: - Speculative Grade Rating SGL-3 The outlook is stable. RATING RATIONALE Dole's B2 CFR reflects high financial leverage, low margins, earnings and cash flow volatility inherent in the company's commodity oriented business, and adequate liquidity. These factors are partially offset by the company's sophisticated production and logistics infrastructure that provides it a competitive advantage, its good market position as one of a few large fresh fruit and fresh vegetable producers in the U.S. and Europe, and its large scale and operational diversity. Investments in new ships and farmland, legal and tax settlements, a salad recall, and dividends have contributed to meaningfully negative free cash flow over the last five years. The potential for additional investments creates event risk and may limit deleveraging. However, Moody's believes the company has the ability to generate modestly positive free cash flow before discretionary investments over the next few years. The new B1 rating on the proposed $875 million first lien term loan, one notch above the B2 CFR, reflects this loan's priority position to a substantial amount of debt with junior liens on the collateral. The term loan is secured by a first lien on the company's non-current assets and a second lien on the company's current assets. The proposed $175 million ABL revolving credit facility has a first lien on the company's current assets. Term loan amortization will be paid in equal quarterly installments at a rate of 2.5% per year for the first four years and then 5.0% per year thereafter. The stable rating outlook reflects Moody's expectation for adequate liquidity following the refinancing, positive free cash flow, and high financial leverage. Ratings could be upgrade if the company maintains cash flow from operations to net debt in the mid to high teens and debt to EBITDA below 4.0 times. Ratings could be downgraded if operating performance deteriorates, liquidity weakens, Moody's expects weak or negative free cash flow to persist, or debt to EBITDA is sustained above 5.5 times. Dole Food Company, Inc. is a producer of fresh fruit and fresh vegetables. Revenues were $4.5 billion for the 12 months ending October 8, 2016. Dole is a private company owned by its Chairman and CEO David Murdock. The principal methodology used in these ratings was Global Protein and Agriculture Industry methodology published in May 2013. EASTMINSTER SCHOOL: Disclosures OK’d; Plan Hearing on April 18 ---------------------------------------------------------------- Judge Lisa Ritchey Craig of the U.S. Bankruptcy Court for the Northern District of Georgia approved the second amended disclosure statement explaining the plan of reorganization filed by Eastminster School, Inc. March 31, 2017, is fixed as the last day for holders of claims and interests to file written Ballots with acceptances or rejections of the Plan. April 11, 2017, is fixed as the last day for filing and serving written objections or briefs regarding confirmation of the Plan. April 18, 2017, is fixed as the date for the hearing on confirmation of the Plan, and a hearing for that purpose shall be held at 10:00 a.m. in Courtroom 1204, U.S. Courthouse, 75 Ted Turner Drive, S.W., Atlanta, Georgia. As previously reported, under the second amended plan, unsecured claims will be paid, after all prior classes have been paid in full or otherwise satisfied, to the extent that individual unsecured claims are allowed by the Court, to the extent possible, through the sale of the residential lot of approximately acres in size, located at 108 Stephanie Lane, Covington, Georgia. The Second Amended Disclosure Statement is available at: http://bankrupt.com/misc/ganb16-58972-45.pdf About Eastminster School Eastminster School, Inc., is a non-profit corporation, organized with the intent of owning and operating a private school in an area largely not served by other college preparatory schools of East of Atlanta. Eastminster School sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 16-58972) on May 24, 2016. The petition was signed by Andrew M. Brown, director. The Debtor disclosed total assets of $1.62 million and total debt of $3.25 million. Michael D. Robl, Esq., at Robl Law Group serves as bankruptcy counsel to the Debtor. EL REFUGIO: March 30 Disclosure Statement Hearing ------------------------------------------------- El Refugio, LLC, filed a motion asking the U.S. Bankruptcy Court for the Central District of California to approve its proposed disclosure statement to accompany its plan of reorganization. The disclosure statement hearing will be on March 30, 2017, at 10:00 a.m. to be held at Courtroom 1375 255 E. Temple Street Los Angeles, CA 90012. Objections to the disclosure statement must be filed and served on the proponent not less than 14 days before the hearing. About El Refugio LLC El Refugio, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 16-25048) on November 14, 2016. The petition was signed by Stephanie Mendoza, manager. The Debtor is represented by The Avanesian Law Firm. At the time of the filing, the Debtor estimated assets and liabilities of less than $50,000. ENZYME FORMULATIONS: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------- The Office of the U.S. Trustee on March 14 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Enzyme Formulations Inc., et al. About Enzyme Formulations Enzyme Formulations, Inc., based in Madison, WI, filed a Chapter 11 petition (Bankr. W.D. Wis. Case No. 17-10315) on Feb. 3, 2017. The Hon. Catherine J. Furay presides over the case. Matthew D. Lee, Esq., at Foley & Lardner LLP, as bankruptcy counsel. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Howard F. Loomis, Jr., president. ESTERLINE TECHNOLOGIES: S&P Revises Outlook & Affirms 'BB+' CCR --------------------------------------------------------------- S&P Global Ratings said that it has revised its outlook on Bellevue, Wash.-based Esterline Technologies Corp. to stable from negative and affirmed all of its ratings on the company, including S&P's 'BB+' corporate credit rating. "We revised our outlook on Esterline to stable to reflect the company's elevated earnings in recent quarters, which have improved its credit metrics to levels that are more appropriate for the current rating and lead us to expect further improvements over the next year," said S&P Global credit analyst Tennille Lopez. "We anticipate that Esterline's funds from operations (FFO)-to-debt ratio will increase to the 30%-35% range in 2017, which is up from 27% in 2016 and is better than our previous forecast of 25%-30%." The stable outlook on Esterline reflects S&P's expectation that the company's credit metrics will continue to improve as it benefits from increased production rates on its key programs, contributions from EAD products, margin improvements from volume growth, and lower integration and compliance costs. These factors should cause the company's FFO-to-debt ratio to improve to the 30%-35% range in 2017. The stable outlook also reflects S&P's expectation that Esterline will not pursue acquisitions or shareholder rewards that are beyond what S&P has forecasted. S&P could raise its ratings on Esterline if management adopted a financial policy that allowed the company to maintain a FFO-to-debt ratio of more than 45% or if its revenue and earnings increase much faster than S&P anticipates, most likely due to additional contract wins and volume growth across its various segments. S&P could lower its ratings on Esterline if weaker-than-expected demand or further operational challenges cause its FFO-to-debt ratio to decline below 25% on a sustained basis. S&P could also lower its ratings if Esterline pursues a higher-than-expected level of acquisitions and shareholder rewards, which would increase its leverage and signal to us that it has adopted a more aggressive financial policy. F.I.G. DAUFUSKIE: Seeks to Hire Nexsen Pruet as Legal Counsel ------------------------------------------------------------- F.I.G. Daufuskie 1, LLC seeks approval from the U.S. Bankruptcy Court for the District of South Carolina to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire Nexsen Pruet, LLC to give legal advice regarding its duties under the Bankruptcy Code, investigate its financial condition, review and investigate the validity of claims, and provide other legal services. The hourly rates charged by the firm are: Julio Mendoza Jr. $425 J. Ronald Jones Jr. $400 Suzanne T.G. Grigg $375 Laurie Becker $350 Kyle Brannon $250 Edward Hughes $440 Jeffrey Locker $385 Janette Carter $185 Julio Mendoza Jr., Esq., disclosed in a court filing that he and his firm are "disinterested persons" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Julio E. Mendoza Jr., Esq. Nexsen Pruet, LLC 1230 main Street, Suite 700 P.O. Drawer 2426 Columbia, SC 29202 Phone: 803-540-2026 Fax: 803-727-1478 Email: rmendoza@nexsenpruet.com About F.I.G. Daufuskie 1 F.I.G. Daufuskie 1, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. S.C. Case No. 17-01143) on March 7, 2017. The petition was signed by James T. Bramlette, managing member. At the time of the filing, the Debtor disclosed $27,000 in assets and $34.81 million in liabilities. FASHION'S LITTLE: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------------- The Office of the U.S. Trustee on March 14 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Fashions Little Helpers Corporation. About Fashions Little Helpers Corporation Fashions Little Helpers Corporation, dba Fashions Little Helpers Inc., dba Fashion's Little Helpers Corporation, filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 17-00945) on Jan. 31, 2017. The petition was signed by Rachel Perez, president/CEO/director. The Debtor is represented by Olga Zlotnik, Esq., at the Law Office of Olga Zlotnik, PLLC. The case is assigned to Judge Scott H. Gan. The Debtor estimated assets at $50,000 to $100,000 and liabilities at $1 million to $10 million at the time of the filing. FIRST QUANTUM: Fitch Rates Proposed US$1.6BB Senior Notes 'B(EXP)' ------------------------------------------------------------------ Fitch Ratings has assigned Canada-based First Quantum Minerals (FQM) proposed USD1.6 billion senior notes due in 2023 and 2025 an expected 'B(EXP)' rating. The proceeds from the new notes are planned to be used to tender FQM's existing senior notes due 2019 and 2020 by way of a tender offer and redemption, repay certain other senior debt and pay fees associated with the offering. The proposed notes are rated at the same level as the Issuer Default Rating (IDR) to reflect the fact that they will be a senior unsecured obligation of FQM and will rank equally in right of payment with all existing and future senior unsecured and unsubordinated obligations. The notes are guaranteed by various group entities, which together represented 43% of consolidated group revenues for 2016. The assignment of a final rating to the notes is contingent on the receipt of documents conforming to information already received. Fitch believes that FQM's operational profile remains consistent with a 'BB' category rating. However, the rating is being driven by the company's financial profile and credit metrics, including expected leverage of about 6.5x in 2017. KEY RATING DRIVERS Improving Credit Metrics Fitch expects FQM's gross leverage (total debt/funds from operations (FFO)) to remain at about 6.5x in 2017, before materially declining to about 4x in 2018. Fitch do not expects any improvement in leverage in 2017, as the company has hedged prices for 89% of its copper production at USD4,960/tonne. While this prevents downside price risk, which is important given the company's high capex needs, it limits the benefit FQM can receive from the increase in copper prices. The main improvement in leverage is set to be in 2018, which reflects a higher projected absolute EBITDA, from the ramp-up of projects completed in the past year (the Kansanshi copper smelter and Sentinel mine, both in Zambia), together with copper price increases. Refinancing Improves Maturity Profile Until end-2018, Fitch projects that FQM will have aggregate negative free cash flow (FCF) of about USD1.2 billion and scheduled debt repayments of USD837 million, which primarily reflect the development of the Cobre Panama mine (scheduled to begin production by end-2018). As a result, Fitch expects the company to refinance near-term debt maturities and project gross debt to increase over this period, before decreasing in 2019. The refinancing of the 2019 and 2020 notes is positive as it improves the company's maturity profile over the rating horizon and reduces the risk of the steep bullet maturity payment in 2019 and 2020, which follows a period of high capex. Large Project Pipeline In recent years, FQM has worked through a large project pipeline, including the construction of the Kansanshi smelter and Sentinel, as well as Cobre Panama. Sentinel started commercial production in 2016, the full benefit of the new mine will be seen in 2017 and 2018. Fitch still expects gross capex, before third-party contributions to remain high at USD1.5 billion and USD1.2 billion for 2017 and 2018, respectively, as FQM completes Cobre Panama (at 31 December 2016 the overall progress was 46%). Large Zambian Operational Exposure Assets in Zambia contributed over half of group revenues and EBITDA in 2016 and this share is expected by Fitch to increase in the short term as the Sentinel mine reaches full output. In Fitch opinions, the business environment for miners operating in Zambia has become more uncertain over the past two years. The reasons for this include dealings with the government (enactment of new legislation for the mining sector) as well as some operational considerations, such as power shortages. Recently, however, FQM has indicated that the environment for miners has improved and the availability of power supply from Zesco has stabilised. In February 2017, Fitch affirmed Zambia's Long-Term Foreign- and Local-Currency Issuer Default Ratings (IDRs) at 'B' with a Negative Outlook. Zambia's IDRs reflect a combination of the country's persistent fiscal deficits, which have led to a doubling of the general government debt ratio over the past five years, and structural constraints that keep economic growth below potential. These weaknesses are balanced against an improving fiscal and external outlook, enhanced monetary policy credibility and the potential implementation of a fiscal and economic adjustment agenda, which is likely to be supported by the adoption of an IMF programme. DERIVATION SUMMARY FQM has a marginally weaker competitive position in terms of scale, diversification (estimated revenue in 2017 from Zambia: 65%-70%, although this will decrease when Cobre Panama starts production) and size of mining operations compared with that of major global peers, such as Anglo American plc (BB+/Negative) and Freeport-McMonRan Inc. (BB+/Negative). However, FQM has been working through a large project pipeline in recent years, including the Sentinel mine, which started commercial production in 2016 and Cobre Panama, which will lead to an improvement to its business profile. FQM's financial profile is weaker than that of its peers; it has been affected by lower commodity prices in recent years. However, unlike its peers the company did not have the capacity to cut back capex substantially. This has led to a large debt burden for FQM. In addition, FQM will not receive the full benefit of improved copper prices in 2017 as it has hedged 89% of 2017 copper production KEY ASSUMPTIONS Fitch's key assumptions within the rating case for FQM include: - Fitch's copper price assumptions: USD5,500/tonne in 2017 (89% of copper production hedged at USD4,960/tonne) USD6,000/tonne in 2018, USD6,200/tonne in 2019 and USD6,500/tonne thereafter - Volumes as per management guidance - Total capex (including third-party contribution to Cobre Panama) of about USD1.5 billion in 2017 and USD1.1 billion in 2018, decreasing to USD400 million in 2019 - Additional cash inflows from the Franco-Nevada streaming facility and the KPMC contribution as planned RATING SENSITIVITIES Positive: Developments that may, individually or collectively, lead to positive rating action include: - FFO gross leverage below 4.0x - Return to positive FCF generation Negative: Developments that may individually or collectively lead to negative rating action include: - FFO gross leverage failing to fall towards 5.0x by 2018 - Significant problems or delays at key development projects, delaying the expected improvement in EBITDA generation and credit metrics - Measures taken by the Zambian government materially adversely affecting cash flow generation or the operating environment LIQUIDITY Liquidity is Adequate: At end 2016, FQM had USD365 million of unrestricted cash (Fitch treats USD200 million of cash as restricted as it is needed to maintain the minimum level of operations), USD713 million of undrawn credit lines, USD534 million available to drawn down under the USD1 billion precious metals streaming agreement with Franco Nevada Corp, and about USD400 million from Korea Panama Mining Corp for its share of development costs for Cobre Panama. Additionally, FQM is negotiating a project finance facility for up to USD2.5 billion in respect of Cobre Panama, which the company expects to finalise towards end-2017 (we have not, however, included this facility in Fitch base rating case). The combination of all these liquidity sources will help address the negative FCF in 2017 and 2018. FOLTS HOME: Krystal Wheatley Appointed Patient Care Ombudsman ------------------------------------------------------------- William K. Harrington, the United States Trustee for Region 2, appointed Krystal Wheatley as the Patient Care Ombudsman for Folts Home, and its debtor affiliates. The appointment was made pursuant to the court's Order dated March 7, 2017, directing the U.S. Trustee to appoint a PCO for the Debtor. Krystal Wheatley can be reached at: Krystal Wheatley 9 Bonnie Brae Utica, New York 13501 Tel.: (315) 939-0296 Email: krystalanne1317@gmail.com About Folts Home Folts Home is a New York not-for-profit corporation and the owner of a 163-bed long-term residential health care and rehabilitation facility located at 100-122 North Washington Street, Herkimer, New York. In addition to long-term skilled nursing and residential care, Folts Home provides memory care to residents with dementia, palliative care and respite care and operates an adult day care program. Folts Home also offers rehabilitation services, such as physical, occupational and speech therapy, on both inpatient and out-patient bases. Currently, Folts Home has approximately 218 active employees. Approximately 124 of the employees are full-time, 60 are part-time and 34 employees are employed on a per diem basis. None of Folts Home's employees are represented by labor unions. Folts Adult Home, Inc. ("FAH"), also known as Folts-Claxton, is a New York not-for-profit corporation and the owner of an 80-bed adult residential center that was constructed in 1998 and is located at 104 North Washington Street, Herkimer, New York. FAH residents reside in separate apartments and are provided services such as daily meals, laundry, housekeeping and medication assistance. FAH has approximately 22 active employees. Approximately 12 are full-time employees and 10 are part-time employees. None of FAH's employees are represented by labor unions. Folts Home and FAH currently have average daily censuses of 145 and 69, respectively. Folts Home has 3 major payors: Medicare, Medicaid and Excellus/Blue Cross. The majority of FAH residents are government subsidized, with 58% covered by Social Security Insurance and 42% private pay. Folts Home and Folts Adult Home, Inc. filed separate, voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. N.Y. Case No. 17-60139) on Feb. 16, 2017. The Chapter 11 Cases are being jointly administered under Bankruptcy Rule 1015(b) pursuant to an order of the Court. Folts Home and Folts Adult Home, Inc., through duly-appointed receivers HomeLife at Folts, LLC and HomeLife at Folts-Claxton, LLC, continue to operate their skilled nursing home and adult residence businesses, respectively, and manage their properties as debtors in possession. FOSSIL GROUP: Moody's Cuts Rating on Sec. Credit Facilities to Ba1 ------------------------------------------------------------------ Moody's Investors Service downgraded Fossil Group, Inc.'s secured credit facilities to Ba1 from Baa3 and its unsecured shelf rating to (P)B1 from (P)Baa3. In addition, Moody's assigned to the company a Ba2 Corporate Family Rating (CFR), Ba2-PD Probability of Default Rating (PDR) and SGL-3 Speculative Grade Liquidity Rating. The outlook is negative. "The downgrade and negative outlook reflect Fossil's weakened operating performance and credit metrics, and Moody's expectations that significant challenges will persist over the next 12-18 months," stated Mike Zuccaro, Assistant Vice President. While Fossil has made progress on the development and launch of wearable technologies, revenue growth will remain challenging due to the ongoing disruption in traditional watches and continued weak retail traffic trends. Margins will also likely remain pressured, as benefits from its New World Fossil restructuring initiatives are more than offset by reduced prices on new connected products in an effort to drive volume through its supply chain, continued high promotional activity to drive conversion, and the continued strong US dollar. Fossil's lease-adjusted leverage deteriorated to over 3.0x for the year-ended December 31, 2016, and will likely deteriorate further, to around 3.3x, in 2017. Liquidity is adequate, as reflected in the SGL-3 Speculative Grade Liquidity Rating. While Fossil recently extended the maturity of its credit facility to May, 2019, the company will still need to seek a longer term capital structure well ahead of the obligations becoming current. The facilities contain maximum leverage and minimum interest coverage covenants that, after considering the recent amendment, should have adequate cushion over the next twelve months. Excess revolver availability, while ample, was limited to $304 million due to total leverage covenant constraints. While balance sheet cash is sizeable at $297 million, $284 million was held by foreign subsidiaries outside the U.S. Moody's expects free cash flow to remain positive with excess used to reduce debt during 2017. However, the company will likely rely on modest incremental revolver borrowing to fund seasonal working capital needs. Downgrades: Issuer: Fossil Group, Inc. -- Senior Secured Bank Credit Facility, Downgraded to Ba1(LGD3) from Baa3 -- Senior Unsecured Shelf, Downgraded to (P)B1 from (P)Baa3 Assignments: Issuer: Fossil Group, Inc. -- Probability of Default Rating, Assigned Ba2-PD -- Speculative Grade Liquidity Rating, Assigned SGL-3 -- Corporate Family Rating, Assigned Ba2 Outlook Actions: Issuer: Fossil Group, Inc. -- Outlook, Remains Negative RATINGS RATIONALE Fossil's Ba2 Corporate Family Rating reflects the company's significant competitive advantages and defensible market position as one of the world's largest manufacturers and distributors of watches. The company has a broad portfolio of owned and licensed brands, which provide it with broad distribution across a wide range of retailers, and broad international reach, with the majority of its consolidated net sales generated outside the US. Despite Fossil's high reliance on third party licensing sales, Moody's believes the company's demonstrated manufacturing, design and distribution capabilities provide a high likelihood of continuing relationships with a broad range of sizeable lifestyle brand owners. The rating also takes into consideration the company's solid, but weakening, financial metrics with 3.1 times rent-adjusted leverage estimated to deteriorate to around 3.3 times over the next 12-18 months. Fossil's ratings are constrained by its high reliance on watch products for the significant majority of sales. While the watch category has demonstrated long term growth trends, it is a highly discretionary product category. Technological change, including smart watches and other wearable technologies, has created disruption in the category, negatively impacting the company's operating margins. Over time, Moody's expects this to also create some opportunities for Fossil, which will benefit from its 2015 acquisition of Misfit, a wearable technology company. The rating is also constrained by its high reliance on the Michael Kors brand, which accounted for approximately 23% of fiscal 2016 sales. The negative outlook reflects the continued uncertainty with regard to the depth and duration of traditional watch sales declines and concurrent ramp up of wearable technologies, along with the need to put in place a longer term capital structure well ahead of obligations becoming current. Ratings could be downgraded if it appears that the company will be unable to stabilize revenue and earnings declines over the near term, or if liquidity were to erode in any way, such as covenant violations or failure to extend maturing debt well before becoming current. Quantitatively ratings could be downgraded if debt/EBITDA were to be sustained near 4.0 times or EBITA/Interest below 2.25 times. Given the negative outlook, a ratings upgrade is unlikely over the near term. To stabilize the outlook, Fossil will need to extend its maturity profile and demonstrate a stabilization of revenue and earnings declines. Ratings could be upgraded over time if the company resumes revenue growth and profit margin expansion, while maintaining good liquidity. Quantitatively ratings could be upgraded if debt/EBITDA was sustained near 3.0 times and EBITA/Interest above 3.0 times, with EBITA margin over 10%. Headquartered in Richardson, Texas, Fossil Group, Inc. is a global design, marketing and distribution company that specializes in consumer lifestyle and fashion accessories. Principal offerings include an extensive line of men's and women's fashion watches and jewelry sold under a diverse portfolio of proprietary and licensed brands, handbags, small leather goods, accessories and clothing. Revenues exceed $3.0 billion. The principal methodology used in these ratings was Global Apparel Companies published in May 2013. FPF RESTAURANT: Seeks to Hire Great American as Broker ------------------------------------------------------ FPF Restaurant, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire a broker. The Debtor proposes to hire Great American Brokerage, Inc. in connection with a potential sale of its assets, the proceeds of which will be used to fund a Chapter 11 liquidating plan. Great American will receive a commission of 10% of the gross sale proceeds upon closing of a sale. Paul G.W. Fetscher, president of Great American, 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: Paul G.W. Fetscher Great American Brokerage, Inc. 100 W. Park Avenue, Suite 309 Long Beach, NY 11561 About FPF Restaurant Based in Elmhurst, New York, FPF Restaurant, Inc. is an Italian restaurant that operates under the name Piccolo Fiore. The Debtor filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 17-40181) on January 17, 2017. Judge Nancy Hershey Lord presides over the case. Gary M. Kushner, Esq., at Goetz Fitzpatrick LLP, serves as bankruptcy counsel. In its petition, the Debtor estimated $1 million to $10 million in assets and $500,000 to $1 million in liabilities. The petition was signed by Maria Nubile, president. FYNDERS INC: Seeks to Hire Madoff & Khoury as Legal Counsel ----------------------------------------------------------- Fynders, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Massachusetts to hire legal counsel. The Debtor proposes to hire Madoff & Khoury LLP to give legal advice regarding its duties under the Bankruptcy Code, and provide other legal services related to its Chapter 11 case. Madoff & Khoury received a retainer in the amount of $6,000. In addition, the firm will receive an additional retainer of $500 per week, to be placed in its IOLTA account. David Madoff, Esq., disclosed in a court filing that he and other members of the firm are "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: David B. Madoff, Esq. Steffani M. Pelton Nicholson, Esq. Madoff & Khoury LLP 124 Washington Street Foxboro, MA 02035 Phone: 508-543-0040 About Fynders Inc. Fynders is a restaurant located in West Boylston, Massachusetts, operating under the name Finders Pub. It is located next door to its affiliated restaurant, Keepers Inc., which does business as Keepers Pub. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 17-40400) on March 7, 2017. The petition was signed by Kathleen McCormick, president. The case is assigned to Judge Christopher J. Panos. At the time of the filing, the Debtor disclosed $139,750 in assets and $2.21 million in liabilities. GANDER MOUNTAIN: Taps Donlin Recano as Claims & Noticing Agent -------------------------------------------------------------- Gander Mountain Company and Overton's, Inc. seek approval from the U.S. Bankruptcy Court for the District of Minnesota to employ Donlin, Recano & Company, Inc., as their claims, noticing, and balloting agent. The Debtors require Donlin to: (a) for all notices, motions, and other pleadings or documents filed by the Debtors, (i) conduct service as appropriate and (ii) prepare and file or cause to be filed an affidavit or certificate of service within seven business days of service; (b) prepare and maintain a creditor matrix and master service list; (c) analyze claims and process claims-related data; (d) monitor the Court's docket for all notices of appearance, address changes, and claims-related pleadings and orders filed; (e) maintain a case website and call center (and email inquiry service) for the benefit of all parties in interest; (f) assist in the dissemination of information to the public and respond to requests for administrative information regarding the case; (g) provide assistance with data processing and administrative functions, including (i) preparation and maintenance of the Debtors' schedules of assets and liabilities and statement of financial affairs and (ii) the analysis and reconciliation of claims; (h) provide other claims analysis, noticing, and related administrative services as may be requested by the Debtors; (i) provide balloting and solicitation services in connection with the solicitation process for any chapter 11 plan for which a disclosure statement has been approved by the Court; (j) generate and provide claim reports and claim objection exhibits; (k) manage the preparation, compilation, and mailing of documents to creditors and other parties in interest in connection with the solicitation of a chapter 11 plan; (l) tabulate votes in connection with any plan filed by the Debtors and provide ballot reports to the Debtors and their professionals; (m) generate a ballot certification and testify, if necessary, in support of the same; (n) manage any distributions made pursuant to a confirmed plan; (o) manage the publication of legal notices, if any, as requested by the Debtors; and (p) provide other balloting, solicitation, distribution and administrative services as may be requested by the Debtors. Donlin's billing rates are: Senior Bankruptcy Consultant $175/hour Case Manager $140/hour Technology/Programming Consultant $110/hour Consultant/Analyst $90/hour Clerical $45/hour The firm's Roland Tomforde attests that Donlin Recano is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code. The Firm can be reached through: Roland Tomforde DONLIN, RECANO & COMPANY, INC. P.O. Box 199043 Blythebourne Station Brooklyn, NY 11219 Toll Free Tel: (800) 591-8236 About Gander Mountain Co. Gander Mountain Co. -- http://www.gandermountain.com/-- headquartered in Saint Paul, Minnesota, is the nation's largest retail network of stores for hunting, fishing, camping, marine, and outdoor lifestyle apparel and footwear, products and services. Gander Mountain is also the parent company of Overton's -- http://www.overtons.com/-- a catalog- and Internet-based retailer of products for boating and other water sports enthusiasts. Gander Mountain and Overton filed separate petitions for reorganization under chapter 11 of the Bankruptcy Code (Bankr. D. Minn. Case Nos. 17-30673 and 17-30675) on March 10, 2017. The Debtors are represented by Clinton E. Cutler, Esq. et al. of Fredrikson & Byron, P.A. They hired Hilco Real Estate, LLC as their real estate advisor and negotiating agent. Donlin, Recano & Company, Inc., serves as their claims, noticing, and balloting agent. The Hon. Michael E. Ridgway presides over the Debtors' cases. As of the date of filing, Gander disclosed $500 million to $1 billion in estimated assets and estimated liabilities. GANDER MOUNTAIN: Taps Faegre Baker as Special Corporate Counsel --------------------------------------------------------------- Gander Mountain Company and Overton's, Inc. require the services of special corporate counsel in the course of their Chapter 11 cases. The Debtors, accordingly, seek approval from the U.S. Bankruptcy Court for the District of Minnesota to employ their existing corporate counsel, Faegre Baker Daniels LLP, as special corporate counsel to the Debtors in these cases. The Debtors propose to continue to use Faegre for its counsel on general corporate matters, including corporate governance, contracts, and regulatory compliance, on merger and acquisition matters, asset sales and dispositions, and on secured and unsecured financing arrangements, securities work, other related matters that may arise from time to time, and on specific case matters where the Debtors’ bankruptcy counsel has a conflict. The compensation agreed to be paid by the Debtors to Faegre for their representation is the hourly rate customarily charged by Faegre, plus expenses, all as may be allowed by the Court. As of Filing Date, the applicable rates for timekeepers on this matter were $560 to $765 per hour for partners, $360 to $495 per hour for associates, and $280 per hour for paralegals. Dennis Ryan attests that Faegre and the attorneys employed by it do not hold or represent any interest adverse to the Debtors or the Debtors' estate with respect to the matters for which it will provide services and do not have any connection with the Debtors, their creditors, or any other party in interest. The Firm can be reached through: Dennis M. Ryan, Esq. FAEGRE BAKER DANIELS LLP 2200 Wells Fargo Center 90 S. Seventh Street Minneapolis, MN 55402 T: 612 766 6810 F: 612 766 1600 Email: dennis.ryan@FaegreBD.com About Gander Mountain Co. Gander Mountain Co. -- http://www.gandermountain.com/-- headquartered in Saint Paul, Minnesota, is the nation's largest retail network of stores for hunting, fishing, camping, marine, and outdoor lifestyle apparel and footwear, products and services. Gander Mountain is also the parent company of Overton's -- http://www.overtons.com/-- a catalog- and Internet-based retailer of products for boating and other water sports enthusiasts. Gander Mountain and Overton filed separate petitions for reorganization under chapter 11 of the Bankruptcy Code (Bankr. D. Minn. Case Nos. 17-30673 and 17-30675) on March 10, 2017. The Debtors are represented by Clinton E. Cutler, Esq. et al. of Fredrikson & Byron, P.A. They hired Hilco Real Estate, LLC as their real estate advisor and negotiating agent. Donlin, Recano & Company, Inc., serves as their claims, noticing, and balloting agent. The Hon. Michael E. Ridgway presides over the Debtors' cases. As of the date of filing, Gander disclosed $500 million to $1 billion in estimated assets and estimated liabilities. GANDER MOUNTAIN: Taps Fredrikson & Byron as Chapter 11 Counsel -------------------------------------------------------------- Gander Mountain Company and Overton's, Inc. seek approval from the U.S. Bankruptcy Court for the District of Minnesota to employ the law firm of Fredrikson & Byron, P.A., including lawyers in its bankruptcy group, to represent and assist the Debtors in carrying out their duties under the Bankruptcy Code and to perform other legal services necessary to the Debtors' continuing operations. Fredrikson & Byron will be paid according to the firm's customary hourly rates. The applicable rates for timekeepers on this matter were $395 to $695 per hour for partners, $285 to $405 per hour for associates, and $145 to $255 per hour for paralegals. Fredrikson & Byron adjusts its rates periodically, generally on January 1 of each year. Clinton E. Cutler, Esq., attests Fredrikson & Byron does not hold or represent any interest adverse to the estates, and Fredrikson & Byron is a "disinterested person," within the meaning of 11 U.S.C. Section 327(a). The firm has provided Statements in response to the request for additional information set forth in Section D.1 of the Revised U.S. Trustee Guidelines: a. Fredrikson & Byron did not agree to any variations from, or alternatives to, its standard or customary billing arrangements for this engagement. b. None of Fredrikson & Byron's professionals included in this engagement vary their rate based on the geographic region of the bankruptcy case. c. During the past 12 months before the Filing Date, Fredrikson & Byron's rates for timekeepers for its prepetition engagement on this matter were $395 to $695 per hour for partners, $285 to $405 per hour for associates, and $145 to $255 per hour for paralegals. Fredrikson & Byron's rates have not changed postpetition. d. Fredrikson & Byron has or will deliver a prospective budget and staffing plan for the period from the Filing Date through July 1, 2017, to the Debtors and will continue to work with the Debtors on the budget and staffing plan. The Firm can be reached through: Clinton E. Cutler FREDRICKSON & BYRON PA 200 South Sixth Street, Suite 4000 Minneapolis, MN 55402-1425 Phone: 612.492.7000 Email: ccutler@fredlaw.com About Gander Mountain Co. Gander Mountain Co. -- http://www.gandermountain.com/-- headquartered in Saint Paul, Minnesota, is the nation's largest retail network of stores for hunting, fishing, camping, marine, and outdoor lifestyle apparel and footwear, products and services. Gander Mountain is also the parent company of Overton's -- http://www.overtons.com/-- a catalog- and Internet-based retailer of products for boating and other water sports enthusiasts. Gander Mountain and Overton filed separate petitions for reorganization under chapter 11 of the Bankruptcy Code (Bankr. D. Minn. Case Nos. 17-30673 and 17-30675) on March 10, 2017. The Debtors are represented by Clinton E. Cutler, Esq. et al. of Fredrikson & Byron, P.A. They hired Hilco Real Estate, LLC as their real estate advisor and negotiating agent. Donlin, Recano & Company, Inc., serves as their claims, noticing, and balloting agent. The Hon. Michael E. Ridgway presides over the Debtors' cases. As of the date of filing, Gander disclosed $500 million to $1 billion in estimated assets and estimated liabilities. GANDER MOUNTAIN: Taps Hilco as Real Estate Advisor -------------------------------------------------- Gander Mountain Company and Overton's, Inc. require the services of a real estate advisor to assist with landlord and lease negotiations in the course of these cases. The Debtors seek approval from the U.S. Bankruptcy Court for the District of Minnesota to employ Hilco Real Estate, LLC as their real estate advisor and negotiating agent. Hilco has agreed to: (a) meet with the Debtors to ascertain the Debtor's goals, objectives and financial parameters; (b) mutually agree with the Debtors with respect to a strategic plan for restructuring, selling, assigning, or terminating the leases identified on the Engagement Agreement, and any additional leases added by the Debtors; (c) on the Debtors' behalf, negotiate the terms of restructuring, sale, assignment, and termination agreements with third parties and the landlords under the Leases; (d) provide written reports periodically to the Debtors regarding the status of such negotiations; and (e) assist the Debtors in closing the pertinent Lease restructuring, sale, assignment, and termination agreements. The Debtors propose to compensate Hilco on these terms: 1. For Leases for which the Debtor enters a written agreement negotiated by Hilco and approved by the Bankruptcy Court that has the effect of either selling or assigning a Lease to a buyer, the Debtors shall pay Hilco a fee of 8% of the cash consideration received by the Debtors; 2. For terminated Leases for which the Debtor enters a written agreement negotiated by Hilco and approved by the Bankruptcy Court where the landlord pays the Debtors in cash for terminating a Lease, the Debtors shall pay Hilco a fee of 8% of the cash consideration received by the Debtors; 3. For Leases for which the Debtor enters a written agreement negotiated by Hilco and approved by the Bankruptcy Court with the landlord that has the effect of modifying the terms of such Lease, the Debtors shall pay Hilco a fee of $1,500 plus the aggregate restructured lease savings (capped at 5 years) multiplied by 4.75%. The Debtors have reviewed the Declaration by Hilco's Ryan Lawlor, and believe that Hilco is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code; does not hold or represent an interest adverse to the Debtors' estates in connection with any matter on which Hilco will be employed, and neither Hilco nor any of its employees has any connection with the Debtors, their creditors, the U.S. Trustee, or any party in interest in these chapter 11 cases. The Firm can be reached through: Ryan Lawlor HILCO REAL ESTATE, LLC 5 Revere Drive, Suite 206 Northbrook, ILs 60062 Tel. (847) 418-2086 Email: RLawlor@hilcoglobal.com About Gander Mountain Co. Gander Mountain Co. -- http://www.gandermountain.com/-- headquartered in Saint Paul, Minnesota, is the nation's largest retail network of stores for hunting, fishing, camping, marine, and outdoor lifestyle apparel and footwear, products and services. Gander Mountain is also the parent company of Overton's -- http://www.overtons.com/-- a catalog- and Internet-based retailer of products for boating and other water sports enthusiasts. Gander Mountain and Overton filed separate petitions for reorganization under chapter 11 of the Bankruptcy Code (Bankr. D. Minn. Case Nos. 17-30673 and 17-30675) on March 10, 2017. The Debtors are represented by Clinton E. Cutler, Esq. et al. of Fredrikson & Byron, P.A. They hired Hilco Real Estate, LLC as their real estate advisor and negotiating agent. Donlin, Recano & Company, Inc., serves as their claims, noticing, and balloting agent. The Hon. Michael E. Ridgway presides over the Debtors' cases. As of the date of filing, Gander disclosed $500 million to $1 billion in estimated assets and estimated liabilities. GANDER MOUNTAIN: U.S. Trustee Forms 3-Member Committee ------------------------------------------------------ The U.S. Trustee for Region 12 on March 13 appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Gander Mountain Company and Overton's Inc. The committee members are: (1) Ellett Brothers P.O. Box 128 Chapin, SC 29036 Contact Person: Jay Montgomery Phone: 800-845-3711 ext. 2202 Email: jaymontgomery@ellett.com (2) Carhartt, Inc. 5750 Mercury Drive Dearborn, MI 48126 Contact Person: Robert Hanus Phone: 313-749-6716 Email: rhauns@carhartt.com (3) Smith & Wesson Corp 2100 Roosevelt Avenue Springfield, MA 01104 Contact Person: Deana L. McPherson Phone: 413-747-3231 Email: dmpherson@aob.com Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About Gander Mountain Gander Mountain Company operates outdoor specialty stores dedicated for shooting sports, hunting, fishing, camping, marine, apparel, footwear, and outdoor lifestyle products. Its subsidiary Overton's, Inc. is a catalog and internet retailer of products for the recreational boater and other water sports enthusiasts at www.Overtons.com. Gander Mountain and Overton's sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Minn. Case Nos. 17-30673 and 17-30675) on March 10, 2017. The petitions were signed by Timothy Becker, Executive VP of Lighthouse Management Group, Inc., as CRO. The cases are assigned to Judge Michael E. Ridgway. At the time of the filing, the Debtor estimated its assets and debts at $500 million to $1 billion. The Debtors' advisors in the restructuring are Fredrikson & Byron, PA, which serves as legal counsel; Houlihan Lokey Capital Inc., financial advisor and investment banker; Lighthouse Management Group, chief restructuring officer; Hilco Real Estate LLC, real estate advisor; and Faegre Baker Daniels LLP, special corporate counsel. Donlin, Recano & Company Inc. is the Debtors' claims, noticing and balloting agent. GENVEC INC: Dixon Hughes Goodman LLP Casts Going Concern Doubt -------------------------------------------------------------- GenVec, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K, disclosing a net loss of $5.79 million on $511,000 of revenues for the fiscal year ended December 31, 2016, compared to a net loss of $6.54 million on $885,000 of revenues for the fiscal year ended December 31, 2015. Dixon Hughes Goodman LLP states that the Company has suffered recurring losses from operations and has an accumulated deficit that raises substantial doubt about its ability to continue as a going concern. The Company's balance sheet at December 31, 2016, showed total assets of $7.71 million, total liabilities of $3.00 million, and a stockholders' equity of $4.70 million. A full-text copy of the Company's Form 10-K is available at: http://bit.ly/2mURiWK Headquartered in Gaithersburg, Md., GenVec, Inc., is a clinical-stage biopharmaceutical company, engaged in the development of therapeutics and vaccines. The Company designs, tests and manufactures adenoviral-based product candidates. The Company's development programs address therapeutic areas, such as hearing loss and balance disorders, as well as vaccines against infectious diseases, including respiratory syncytial virus (RSV), herpes simplex virus (HSV), Enterovirus D68 (EV-D68) and malaria. The Company develops and commercializes its product candidates through collaborations. The Company's lead product candidate is CGF166. GLACIERVIEW HAVEN: Unknown Recovery for Unsecured Creditors ----------------------------------------------------------- Andrew Wilson, Chapter 11 trustee of Glacierview Haven, LLC, and affiliates, filed with the U.S. Bankruptcy Court for the District of Washington a disclosure statement with respect to his proposed plan of reorganization. On August 5, 2016, at the request of the Trustee, the Bankruptcy Court ordered the substantive consolidation of Glacierview, SRR, Forest Court, Buller Brothers, Clark Homestead, Mountain Court, Cow Heaven and SRP. On Oct. 12, 2016, the Bankruptcy Court ordered the substantive consolidation of New Bullerville with the other entities. As a result of the Substantive Consolidation Orders, the assets of the Consolidated Resort Debtors are pooled and merged for purposes of liquidation and ultimate distribution to creditors under this Plan. Class 5 under the plan consists of the Allowed Secured Claim of Columbia Bank with respect to the Columbia-Mountain Court Claim. The Holder of the Class 5 Claim will be paid from the Net Proceeds Percentages attributable to Mountain Court Property 1, Mountain Court Property 2 and Mountain Court Property 3, in all cases only after full payment of that portion of the Class 1 Claim secured by the Class 1 Lien(s) against such property or properties. To the extent that the Class 5 Claim is not fully satisfied from the Net Proceeds Percentages attributable to Mountain Court Property 1, Mountain Court Property 2 and Mountain Court Property 3, the Holder of the Class 5 Claim shall hold a Class 9 Claim for the remaining balance. Class 9 consists of Allowed General Unsecured Claims. Each Holder of a Class 9 Claim shall be paid the lesser of the full amount of (a) its Class 9 Claim and (b) its pro rata share of Unsecured Creditors Fund. The distributions under the Plan shall be made from the Consolidated Estate Funds. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/wawb15-17327-234.pdf About Glacierview Haven Glacierview Haven, LLC filed a Chapter 11 bankruptcy petition (Bankr. W.D. Wash. Case No. 15-17327) on December 17, 2015. Marc S. Stern, Esq., served as bankruptcy counsel to the Debtor. Forest Court, LLC filed a Chapter 11 petition (Bankr. W.D. Wash. Case No. 15-17329) on December 17, 2015, represented by Mr. Stern. Skagit River Resort, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 16-11632) on March 28, 2016. The petition was signed by Don Clark, manager. The Debtor was also represented by Mr. Stern. Skagit River disclosed total assets of $2.22 million and total debts of $894,828. The Court later consolidated the three cases for procedural purposes; and then appointed Andrew Wilson as the Chapter 11 trustee. GOING VENTURES: Taps David R. Softness as Legal Counsel ------------------------------------------------------- Going Ventures, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire David R. Softness, P.A. to give legal advice regarding its duties under the Bankruptcy Code, negotiate with creditors, assist in obtaining loans, prepare a bankruptcy plan, and provide other legal services. David Softness, Esq., the attorney who will be principally responsible for representing the Debtor, will charge an hourly fee of $550. Mr. Softness disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: David R. Softness, Esq. David R. Softness, P.A. 201 S Biscayne Blvd #2740 Miami, FL 33131 Tel: 305.341.3111 Email: david@softnesslaw.com About Going Ventures LLC Based in Key Largo, Florida, Going Ventures LLC, dba Going Aire LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 17-12747) on March 7, 2017. The petition was signed by Carl Bradley Copeland, manager. The case is assigned to Judge Laurel M. Isicoff. At the time of the filing, the Debtor disclosed $72,900 in assets and $1.01 million in liabilities. GOODMAN NETWORKS: Plan Seeks to Reduce Funded Debt by $212.5-Mil. ----------------------------------------------------------------- Goodman Networks Incorporated, along with two of its affiliates, filed a voluntary petition under Chapter 11 of the Bankruptcy Code citing decreased demands for its services and increased debt as a result of a series of strategic acquisitions in 2013. The Debtors commenced the Chapter 11 cases after reaching an agreement with 75% noteholders and 80% shareholders on the terms of a comprehensive balance-sheet restructuring. The Debtors, which provide end-to-end network infrastructure and professional services to telecommunications industry, and installation and maintenance services for satellite communications, have $325 million of outstanding debt in the form of 12.125% senior secured notes due July 2018, as disclosed in the bankruptcy filing. "Over the past two years, the Debtors have experienced critical revenue declines across the Professional Services Segment and the Infrastructure Services Segment," said FTI Consulting, Inc. Managing Director John Debus, interim chief financial officer of Goodman. "Specifically, the Debtors' Professional Services Segment and Infrastructure Services Segment have suffered from considerable profit margin contractions due, in part, to AT&T spending cuts related to network upgrades. This is largely attributed to AT&T having recently substantially completed the roll-out of its upgraded 4G networks." Mr. Debus added, "Goodman's acquisition strategy increased the Debtors' debt obligations and has inhibited future growth because of the associated interest burden of approximately $40 million on an annual basis." On Feb. 28, 2013, the Debtors completed the acquisition of the Custom Solutions Group of Cellular Specialties, Inc. -- a company that provided indoor and outdoor wireless DAS and carrier Wi-Fi solutions, services, consultations, and maintenance. In August 2013, Goodman acquired Design Build Technologies, LLC, a full-service wireless construction company that previously constructed and maintained communications towers for major network operators across the Southeastern United States. On Aug. 30, 2013, Goodman completed the acquisition of Multiband Corporation, a company focused on engineering, installation, and maintenance services for DIRECTV and other service providers. According to Mr. Debus, the Debtors began exploring solutions to right-size their capital structure and maximize their prospects for long-term success in early 2016, which efforts also focused on protecting their MBE status, which is a critical component of their ability to maintain and develop customer relationships and pursue growth opportunities. Since its founding in 2000, Goodman has held various state and federal minority business enterprise certifications, which provide important lobbying, advocacy, customer, and other business benefits, as well as recognition for public utility procurements. "MBE status is integral to the Debtors' success. The ability of the Debtors' MSA counterparties to withdraw or withhold future business further underscores the importance of the MBE certifications. Therefore, the Debtors have taken efforts to maintain their MBE status through the proposed restructuring, while also securing the significant deleveraging benefits contemplated by the RSA and the Plan," Mr. Debus maintained. The Debtors have worked with a group of holders of approximately 75 percent of the outstanding principal amount of the Secured Notes, AT&T, and a group of holders of existing common stock in Goodman, including John Goodman, Jason Goodman, James Goodman, Jonathan Goodman, Joseph Goodman, and Scott Pickett, to address Goodman's balance sheet and go-forward operations. In January 2017, the Debtors, the Consenting Noteholders, and the Consenting Equityholders, in consultation with AT&T, reached an agreement on a comprehensive balance-sheet restructuring. The agreements of the Debtors, Consenting Noteholders, and Consenting Equityholders are memorialized in the Restructuring Support and Forbearance Agreement dated as of Jan. 24, 2017. On the Petition Date, the Debtors filed a plan of reorganization and related disclosure statement. Under the Plan, the secured notes claims of $325 million will receive their pro rata share of $25 million in cash, $112.5 million of new 8% senior secured notes due 2022, new payment-in-kind preferred stock in reorganized Goodman having an initial liquidation value of $80 million and shares of new common stock in Reorganized Goodman representing 42% of the common stock of Reorganized Goodman on the Effective Date. All holders of existing Goodman Interests will maintain ownership (on a pro rata basis) of 7.9 percent of the common stock in Reorganized Goodman. General unsecured claims will be paid in full in cash. Administrative claims, priority tax claims and secured claims will be paid in full in cash. The Plan will be funded from cash on hand and issuance and distribution of the New Secured Notes, issuance and distribution of the New PIK Preferred Stock and issuance and distribution of the New Common Stock and dilution of interests in Goodman. In conjunction with the RSA and the Debtors' prepetition solicitation process, the Debtors also engaged with MidCap Financial Trust, the administrative agent and lender, regarding the treatment of the Debtors' prepetition revolving credit facility. After good-faith negotiations, the Credit Facility Lender agreed to forbear from exercising remedies with respect to certain defaults in return for the pay-down of all outstanding amounts under the Credit Facility on March 8, 2017. In addition, the Credit Facility Lender has committed to provide a $25 million post-emergence revolving credit facility on substantially the same terms as the prepetition Credit Facility. The Exit Facility will ensure that the Debtors' reorganized balance sheet is appropriately capitalized. The proposed deadline to vote on the Plan is April 3, 2017, at 4:00 p.m. The Debtors have filed a motion seeking approval of a confirmation schedule, including a request to set a hearing on confirmation of the Plan and approval of a related disclosure statement for on or about April 19, 2017. The Debtors are also seeking relief to continue honoring general unsecured claims in the ordinary course of business throughout these cases. On a post-reorganization basis, the transactions in the Plan would result in a reduction of outstanding funded indebtedness by more than $212.5 million as well as significantly reducing interest expense. The cases are jointly administered under Case No. 17-31575 before the Hon. Marvin Isgur in the U.S. Bankruptcy Court for the Southern District of Texas. The Debtors have hired Kirkland & Ellis LLP as general counsel, Haynes and Boone, LLP as local counsel, Jefferies LLC as financial advisor, FTI Consulting, Inc. as restructuring advisor, June Creek Interests as crisis manager and Kurtzman Carson Consultants, LLC as noticing, claims and balloting agent. About Goodman Networks Headquartered in Frisco, Texas, Goodman Networks -- http://goodmannetworks.com-- the parent company of the Debtors' subsidiaries, is a privately-held corporation primarily owned and controlled by the Consenting Equityholders. The Debtors employ more than 3,400 individuals across 35 offices in the United States. Goodman was founded in 2000 by John Goodman -- the Debtors' current executive chairman, chief executive officer, and president -- along with his brothers Jason, Jonathan, Joseph, and James Goodman. Goodman operates through three segments: infrastructure services, field services, and professional services. The Debtors' customers are some of the largest carriers and original equipment manufacturers in the telecommunications industry, including AT&T Services, Inc., Sprint, Verizon Wireless, Alcatel-Lucent Nokia, Duke University, and the United States Air Force. AT&T represented nearly 83 percent of the approximately $379.7 million of the Debtors' revenues in 2016. on July 6, 2016, the Debtors completed the sale of certain assets utilized in the Infrastructure Services Segment to Dycom Industries, Inc. Accordingly, the Debtors have shifted the focus of their overall operations from the Infrastructure Services Segment to the Field Services Segment. On Nov. 21, 2016, the Debtors received a letter of resignation from Goodman's then-current chief executive officer and president, Ron Hill. On that same day, the Debtors also received letters from six other senior officers seeking to terminate their employment relationships. Following these resignations, John Goodman, as the Debtors' executive chairman, assumed the responsibilities of chief executive officer and president on an interim basis. On Nov. 21, 2016, the Board of Directors also appointed Jason Goodman as chief operating officer. GREAT BASIN: Receives Stockholder Approval for Reverse Stock Split ------------------------------------------------------------------ Great Basin Scientific, Inc., announced that during a special meeting of stockholders held March 9, 2017, stockholders approved a reverse split of the Company's common stock at a ratio between 1 for 1,700 and 1 for 2,000 and an increase in the Company's authorized shares of common stock from 1.5 billion to 3.0 billion. The Company's Board of Directors expects to set the exact ratio and effect the stock split upon the completion of the Financial Industry Regulatory Authority's review. In addition, the Company's Board of Directors may, in its sole discretion, increase the Company's authorized shares of common stock on or prior to May 31, 2017. About Great Basin Great Basin Scientific is a molecular diagnostic testing company focused on the development and commercialization of its patented, molecular diagnostic platform designed to test for infectious disease, especially hospital-acquired infections. The Company believes that small to medium sized hospital laboratories, those under 400 beds, are in need of simpler and more affordable molecular diagnostic testing methods. The Company markets a system that combines both affordability and ease-of-use, when compared to other commercially available molecular testing methods, which the Company believes will accelerate the adoption of molecular testing in small to medium sized hospitals. The Company's system includes an analyzer, which it provides for its customers' use without charge in the United States, and a diagnostic cartridge, which the Company sells to its customers. Great Basin reported a net loss of $57.9 million in 2015 following a net loss of $21.7 million in 2014. As of Sept. 30, 2016, Great Basin had $83.40 million in total assets, $144.9 million in total liabilities, and a total stockholders' deficit of $61.47 million. Mantyla McReynolds, LLC, in Salt Lake City, Utah, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has incurred substantial losses from operations causing negative working capital and negative operating cash flows. These issues raise substantial doubt about its ability to continue as a going concern, the auditors said. GREEN OAK: Unsecureds to Recoup 100% in Five Annual Installments ---------------------------------------------------------------- Green Oak Stockade View Apartments, LLC, filed with the U.S Bankruptcy Court for the Northern District of New York a disclosure statement describing its plan of reorganization, dated Feb. 28, 2017, which proposes to pay Class 4 general unsecured creditors 100% of their allowed claims. Class 1 under the plan is impaired and consists of the secured claims of the National Bank of Coxsackie and Schenectady County Tax. NBC will be paid in accordance with its mortgage terms. Monthly payments will resume three months after the Debtor reestablishes management of its real property. SCT will be paid in full in five equal, annual installments commencing with the first payment due three months after the effective date of the plan. Class 4 consists of the general unsecured creditors, which will be paid 100% of its allowed claims in five equal, annual installments commencing with the first payment due six months after the effective date of the plan. This class is unimpaired. The Debtor will fund the plan from ongoing rental income and capital contribution from its members as necessary. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/nynb16-12162-1-40.pdf About Green Oak Stockage View Apartments, LLC Green Oak Stockage View Apartments, LLC filed a Chapter 11 bankruptcy petition (Bankr. N.D.N.Y.. Case No. 16-12305) on November 30, 2016. Hon. Robert E. Littlefield, Jr., presides over the case.Â The Dribusch Law Firm represents the Debtor as counsel. The Debtor disclosed total assets of $4 million and total liabilities of $3.46 million. The petition was signed by William A. Eichengrun, managing partner. HALAIS GROUP: Plan Confirmation Hearing on June 7 ------------------------------------------------- The Hon. Mildred Caban Flores of the U.S. Bankruptcy Court for the District of Puerto Rico has conditionally approved Halais Group, Inc.'s disclosure statement filed on Feb. 28, 2017, referring to the Debtor's plan of reorganization. A hearing for the consideration of the final approval of the Disclosure Statement and the confirmation of the Plan will be held on June 7, 2017, at 9:00 a.m. Objections to the final approval of the Disclosure Statement and the confirmation of the Plan must be filed on or before 14 days prior to the date of the hearing on confirmation of the Plan. Acceptances or rejections of the Plan may be filed in writing by the holders of all claims on or before 14 days prior to the date of the hearing on confirmation of the Plan. The Debtor will file with the Court a statement setting forth compliance with each requirement in U.S.C. Section 1129, the list of acceptances and rejections and the computation of the same, within seven working days before the hearing on confirmation. Headquartered in Caguas, Puerto Rico, Halais Group, Inc., dba Monte Calvario filed for Chapter 11 bankruptcy protection (Bankr. D. P.R. Case No. 16-01361) on Feb. 24, 2016, estimating its assets at between $500,000 and $1 million and its liabilities at between $1 million and $10 million. The petition was signed by Raymond Halais, president, authorized representative of Halais. Judge Mildred Caban Flores presides over the case. Carlos A Ruiz Rodriguez, Esq., at LCDO. Carlos Alberto Ruiz, CSP, serves as the Debtor's bankruptcy counsel. HARGRAY MERGER: Moody's Assigns B2 Corporate Family Rating ---------------------------------------------------------- Moody's Investors Service assigned a B2 corporate family rating (CFR) and a probability of default rating (PDR) of B3-PD to Hargray Merger Sub Corp., an indirect subsidiary of Hargray Acquisition Holdings, LLC. Hargray Holdings is a newly formed entity owned by trusts for the benefit of Thomas J. Pritzker's family and its business interests to acquire Hargray Communications Corp by merging Hargray Merger Sub with and into Hargray. Hargray Merger Sub plans to issue a $480 million senior secured 1st lien credit facility consisting of a $450 million term loan B maturing June 2024 and a $30 million revolver maturing June 2022 (undrawn at close). In addition to the debt, Hargray Holdings will contribute new and rolled equity to finance the purchase. The existing debt at Hargray will be repaid and its ratings withdrawn at closing, anticipated to be in 2Q17. At the close of the proposed transaction Hargray Merger Sub will be merged with and into Hargray. At that time, the B2 CFR on Hargray Merger Sub will be withdrawn. Moody's has also assigned a B2 rating (LGD-3) to the senior secured credit facility at Hargray Merger Sub. Hargray's outlook is stable, reflecting Moody's expectations that relatively high post transaction leverage (Moody's adjusted) will decline steadily over the next few quarters into FY2018 to a level below 5.5x. Moody's also believes pre-dividend free cash flow will be positive in FY2018. Issuer: Hargray Merger Sub Corp. Assignments: -- Corporate Family Rating, Assigned B2 -- Probability of Default Rating, Assigned B3-PD -- Senior Secured Bank Credit Facilities, Assigned B2 (LGD3) Outlook Actions: -- Outlook, Assigned Stable RATINGS RATIONALE Hargray's B2 CFR is weakly positioned, primarily due to the elevated post transaction leverage combined with the company's small scale and concentrated geographic footprint. It is supported by expected above-average growth in high speed data ("HSD") segments, declining capex post a two-year fiber overbuild project, strong competitive positioning across a service territory with favorable growth demographics, and commercial market expansions that should support cash flow growth. In addition, the rating reflects the company's demonstrated ability to grow data and broadband revenues and margins across residential and commercial end markets, thereby offsetting declines in Hargray's mature ILEC voice businesses. With continued shifts in product mix towards data, Moody's expects annual revenue growth of approximately 5% over the next two years with likely continued margin expansion due to network and operational improvements. Hargray's small scale and concentrated regional footprint constrain the rating. The rating also reflects the fluctuating capital intensity of the business, which Moody's believes pressures the company's ability to generate consistent free cash flow. Moody's expects Hargray to face increasingly higher programming expenses for its pay TV service compared to larger competitors. However, the company benefits from its positioning as the sole triple-play provider to over 70% of the homes it passes, which provides some pricing power. While the company's new private equity owners prioritize investing in and growing the business over shareholder dividends, Moody's believes adjacent growth opportunities may prove limited, and that debt funded dividend transactions over the next several years remain a risk which could negatively impact leverage. Moody's expects Hargray to have leverage (Moody's adjusted) of around 6x for the twelve months ending June 30, 2017, reflecting the new debt funding the transaction. Revenue growth and margin expansion support Moody's expectations for leverage (Moody's adjusted) to decline below 5.5x by FYE2017 and approach 5x by FYE2018. Moody's expects Hargray to maintain a good liquidity profile over the next 12 to 18 months due to the full availability of its $30 million revolver and Moody's expectations for the company to generate free cash flow before dividends despite continued elevated capital spending in FY2017. Capital spending should subside to historical levels in the mid-teens to 20% area as a percentage of revenues beginning in FY2018 and into later years, resulting in modest free cash flow generation going forward. The revolver will contain a springing total net leverage covenant, which Moody's expects to be set with sufficient cushion in the new credit agreement. The ratings for the credit facility reflect the overall PDR to which Moody's assigns a B3-PD and a LGD (loss given default) rating of LGD-3. Moody's rates Hargray's credit facility, which is expected to be comprised of a $450 million term loan B and $30 million revolver, in line with the B2 CFR. The ratings reflect a mean family recovery rate assumption of 65% given the all first lien bank debt structure with financial maintenance covenants. The stable rating outlook incorporates Moody's expectation that Hargray will maintain good liquidity and leverage will trend under 5x debt-to-EBITDA (Moody's adjusted) in the next few years. Moody's expects Hargray will continue to manage the decline in residential voice access lines and universal service fund revenues with continued growth in HSD subscribers and higher pricing on faster speed service tiers enabled by recent network upgrades. Moody's could upgrade Hargray's B2 rating if leverage is sustained below 4.25x debt-to-EBITDA (Moody's adjusted) and if free cash flow is at least 5% of Moody's adjusted debt. The rating could be downgraded if leverage is sustained above 5.5x (Moody's adjusted) or if the company is unable to generate positive pre-dividend free cash flow. The principal methodology used in this rating was Telecommunications Service Providers published in January 2017. Hargray Communications Group, Inc. operates rural telephone and cable companies providing voice, high speed data, and video services to Hilton Head Island and neighboring locations in South Carolina and Georgia. Hargray serves as the incumbent local exchange carrier and incumbent cable operator, and operates as a competitive local exchange carrier in various territories in South Carolina and Georgia. Revenue for the trailing twelve months ended December 31, 2016, was approximately $166 million. HAVEN CHICAGO: Plan Filing Deadline Moved to May 2 -------------------------------------------------- The Hon. Jack B. Schmetterer of the U.S. Bankruptcy Court for the Northern District of Illinois has extended, at the behest of Haven Chicago LP, the time for the Debtor to file a plan and disclosure statement to May 2, 2017. As reported by the Troubled Company Reporter on Feb. 24, 2017, the Debtor filed with the Court a motion to extend to May 2 the time to file a plan and disclosure statement. The Court set a deadline of March 2, 2017, for the Plan and Disclosure Statement. About Haven Chicago LP Haven Chicago LP sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N. D. Ill. Case No. 16-35506) on Nov. 7, 2016. The petition was signed by Albert Adriani, manager. The case is assigned to Judge Jack B. Schmetterer. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. Richard G. Larsen, Esq., at Springer Brown, LLC, serves as the Debtor's bankruptcy counsel. HAVEN REAL ESTATE: Plan Filing Deadline Extended to May 2 --------------------------------------------------------- The Hon. Jack B. Schmetterer of the U.S. Bankruptcy Court for the Northern District of Illinois has extended, at the behest of Haven Real Estate Focus Fund, LP, the deadline for the Debtor to file a plan and disclosure statement to May 2, 2017. About Haven Real Haven Real Estate Focus Fund LP sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N. D. Ill. Case No. 16-35511) on Nov. 7, 2016. The petition was signed by Albert Adriani, manager. The case is assigned to Judge Pamela S. Hollis. The Debtor hires Springer Brown, LLC, as legal counsel. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. HIGH RIDGE: S&P Assigns 'B' CCR & Rates $250MM Notes 'CCC+' ----------------------------------------------------------- S&P Global Ratings assigned its 'B' corporate credit ratings to Stamford, Conn.-based CDR HRB Holdings Inc. and subsidiary High Ridge Brands Co. The outlook is stable. HRB is seeking to issue $250 million, eight-year senior unsecured notes to provide permanent financing for its recent acquisition of Dr. Fresh Blocker LLC (Dr. Fresh) and repay its second-lien term loan. At the same time, S&P assigned its 'CCC+' issue-level rating to HRB's proposed $250 million, eight-year senior unsecured notes with a '6' recovery rating, indicating S&P's expectation for negligible recovery (0%-10%; rounded estimate: 0%) in the event of a default. S&P's ratings assume the transaction closes on the terms management presented. Debt is $469 million pro forma for the proposed transaction. "Our corporate credit rating incorporates HRB's aggressive financial policies under the control of a financial sponsor, which will likely use the company as a platform for further acquisitions in the personal care space, resulting in adjusted debt to EBITDA sustained above 6x for at least the next two to three years," said S&P Global Ratings credit analyst Jerry Phelan. S&P has also factored in HRB's weak product portfolio which is anchored by a few older, value-priced brands whose overall low- to mid-single-digit dollar market share could erode over time due to limited advertising. Moreover, its brand portfolio—which includes Zest soap, V05 and White Rain shampoos, Firefly children's toothbrushes and Reach adult toothbrushes—commands little pricing power with large retailers and is thus susceptible to an inability to pass through higher input costs. If commodity costs increase meaningfully, HRB's profitability and credit ratios would likely deteriorate. Profits could also be hurt by changes in retailer strategies as HRB's customer concentration is high. S&P believes several large retailers may be embarking on new cost reduction initiatives which could negatively impact suppliers. The stable outlook on HRB incorporates S&P's expectation for about $25 million free cash flow generation over the next 12 months and overall profit stability despite recent weakness in the legacy HRB business. S&P expects the company to achieve cost synergies from the Dr. Fresh acquisition that largely offset expected profit pressure from retailer price concessions, tough competition, and potentially higher input costs. S&P expects adjusted debt to EBITDA to remain below 7x. S&P could lower its ratings if EBITDA deteriorates, potentially due to an inability to realize acquisition-related cost reductions, retailer pricing efforts that squeeze suppliers, escalating competition from larger competitors seeking to gain share across the pricing spectrum, or input cost increases that the company is not able to pass on to retailers. S&P could lower the ratings if adjusted debt to EBITDA approaches 7.5x which S&P estimates could result if EBITDA falls by more than 10%. Due to the company's financial sponsor ownership and relatively weak credit ratios, a higher rating is unlikely over the next 12 months. However, an upgrade could occur in the future if the company is able to grow organically and make acquisitions which strengthen and diversify the product portfolio while sustaining adjusted debt to EBITDA below 5x. A higher rating would also be predicated on our view that a re-leveraging event is highly unlikely. This would most likely require a clear path to the financial sponsor exit. IMPACTING A GENERATION: Taps Paul Reece Marr as Legal Counsel ------------------------------------------------------------- Impacting A Generation Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire legal counsel. The Debtor proposes to hire Paul Reece Marr, P.C. to give legal advice regarding its duties under the Bankruptcy Code, and provide other legal services related to its Chapter 11 case. Paul Reece Marr, Esq., will charge an hourly rate of $325. Paralegals and clerks will charge $125 per hour and $50 per hour, respectively. Mr. Marr disclosed in a court filing that he does not represent any interest adverse to the Debtor or its bankruptcy estate. The firm can be reached through: Paul Reece Marr, Esq. Paul Reece Marr, P.C. 300 Galleria Parkway, N.W., Suite 960 Atlanta, GA 30339 Phone: 770-984-2255 Email: paul@paulmarr.com About Impacting A Generation Inc. Impacting A Generation Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 17-54072) on March 6, 2017. The petition was signed by Odis Sneed, chief executive officer. At the time of the filing, the Debtor estimated assets and liabilities of less than $500,000. INFOGROUP INC: S&P Raises CCR to 'B' on Pending Acquisition ----------------------------------------------------------- S&P Global said that it raised its corporate credit rating on Dallas-based Infogroup Inc. one notch to 'B' from 'B-'. The rating outlook is stable. At the same time, S&P assigned its 'B+' issue-level rating and '2' recovery rating to the company's proposed senior secured first-lien credit facility, which comprises a $30 million revolving credit facility and a $250 million term loan. The '2' recovery rating indicates S&P's expectation for substantial (70%-90%; rounded estimate: 80%) recovery of principal for lenders in the event of a payment default. Court Square Capital Partners L.P. will use the proceeds from the debt borrowings, along with equity invested to fund the purchase price of Infogroup from CCMP Capital Advisors L.P. S&P will withdraw its issue-level and recovery ratings on Infogroup's existing senior secured debt after the transaction closes. "The upgrade reflects our expectation that Infogroup will have improved discretionary cash flow (DCF) because its legacy tax penalty payments have been settled and we no longer have immediate concerns regarding its covenant headroom levels under the new capital structure," said S&P Global Ratings' credit analyst Kathryn Archibald. "Furthermore, we expect that the company's leverage will decline to mid-4x area by year-end 2017 due to continuing mid-single-digit percentage growth in its operating performance." The stable outlook reflects S&P's expectation for continued revenue and EBITDA growth that will allow Infogroup to generate modest DCF of $15 million to $20 million and maintain leverage at or below 5x in 2017. S&P could lower the corporate credit rating if it expects Infogroup's DCF to be below $10 million on a sustained basis due to weak operating performance, or if S&P believes the company will undertake shareholder rewarding initiatives, including a debt-financed divided, that would increase leverage above 6x. Although unlikely over the next 12 months, S&P could raise the rating if the company grows and diversifies its business and pursues a prudent financial policy such that its long-term leverage remains below 5x. ISLA BONITA INVESTMENT: Full Payment in Installments for Unsecureds ------------------------------------------------------------------- Isla Bonita Investment Holding Company, Inc., filed with the U.S. Bankruptcy Court for the District of Puerto Rico a disclosure statement to accompany its plan of reorganization. Class 2, Allowed General Unsecured Claims, is impaired under the plan. The debt under this class has been estimated by the Debtor in the amount of no more than $5,269.03, including present value. Holders of Allowed General Unsecured Claims will be paid in full without interest. This class will receive payments from the installments made by the Debtor to the Chapter 11 Trustee. All claims will be paid with available funds arising from the Debtor's operations, available cash balance as of the Effective Date, and the Debtor's continued operations. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/prb16-06580-11-37.pdf About Isla Bonita Isla Bonita Investment and Holding Co, Inc., filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 16-06580) on August 18, 2016, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Jose Guillermo Gonzalez, Esq. No official committee of unsecured creditors has been appointed in the case. J.C. PENNEY: S&P Raises CCR to 'B+' on Continued Turnaround ----------------------------------------------------------- S&P Global Ratings raised its corporate credit rating on J.C. Penney Co. Inc. (JCP) to 'B+' from 'B'. The outlook is positive. At the same time, S&P raised its issue-level ratings on the company's debt in conjunction with the raised corporate credit rating. There were no changes to the recovery ratings. "We based the upgrade on our view that JCP's turnaround and strategic direction remain sustainable in the challenging U.S. department store environment and have positioned the company to keep leverage under 5x and generate free cash flow of at least $150 million. In the most recent quarter, net sales were about $4.0 billion (down less than 1% year over year) and comparable-store sales fell 0.7% for the quarter," said credit analyst Robert Schulz. "These results along with flat full-year same-store sales were somewhat better than many department store peers. The company's home, Sephora, and salon segments performed well in the quarter. Gross margin fell 100 basis points (bps) to 33.1% (the impact of higher promotional activity and continued growth in both online and major appliances, which are lower margin). Ongoing cost reductions supported large improvements in full-year and fourth-quarter adjusted EBITDA." The positive outlook reflects S&P's view that there is at least a one-in-three chance of an upgrade over the next year if the company exceeds S&P's expectations in executing its merchandising strategies, EBITDA grows, and free cash flow increases, resulting in sustained leverage better than S&P's current expectations—heading towards 4x for example. S&P would also need to believe the company's operating performance prospects will position it to refinance the 2019 maturities. S&P could raise the rating if adjusted EBITDA seems capable of reaching approximately $1.5 billion versus S&P's base-case forecast of about $1.3 billion in 2019. This would occur if, for example, net sales growth is consistently positive with a gross margin increase of about 100 bps from 2016. This would support leverage under 4x if capital allocation remains largely focused on credit metrics and longer dated maturities versus dividends or share repurchases. Other supporting metrics for an upgrade would include prospects for positive cash flow (after capital spending) of around $400 million or more. S&P could revise the outlook to stable if the company's performance becomes stagnant because of merchandising missteps or if consumer spending erodes unexpectedly, which would reduce prospects for an upgrade. In such a scenario, S&P would continue to believe business and credit metrics are unlikely to improve further to support a higher rating. JPS COMPLETION: Files Chapter 11 Plan of Liquidation ---------------------------------------------------- JPS Completion Fluids, Inc., filed with the U.S. Bankruptcy Court for the Western District of Texas a disclosure statement dated March 1, 2017, accompanying the plan of liquidation. The Plan generally provides for the liquidation of all property of the estate and assets of the Debtor with distributions in priority as provided in accordance with the terms of the various classes in the Plan, and managed through a liquidating trust. Ownership Interests are cancelled. The Plan provides for the creation of a Liquidating Trust to hold the proceeds of the sale of the Debtor's assets and for a liquidating trustee to make distributions in accordance with the Plan. All Class 3 Unsecured Claims, including any Under-Secured Deficiency Claim and Executory Contract Rejected Claims, will be paid up to the full the face amount of the allowed claim commencing after the later of the Effective Date of the Plan, or the date the Class 3 Claim becomes an allowed claim, if, as and when the Liquidating Trust has available funds for distributions, if any. This Class 3 is made up of all Unsecured Creditors who are not defined in one of the other Classes, and includes, but is not limited to, the Trade Creditors of the Debtor, as well as Claims related to Disputed Claims, but excludes claims of Insiders and deficiency claims of Secured Creditors. Any pending claims that are disputed claims will be paid only when all the claims are liquidated pursuant to estimation, and fully settled pursuant to an estimation, agreement of the parties, ADR, Arbitration Proceeding, or Final Order of the Court. Any pending Class 3 Claims, including any Under-Secured Deficiency Claim and Executory Contract Rejected Claims, that are disputed claims will be paid only when all the claims are liquidated and fully settled pursuant to estimation, ADR, Arbitration Proceeding, agreement of the parties, or Final Order of the Court. Class 3 is impaired. The Plan expressly provides for the sale of substantially all of the Debtor's assets and liquidation of the Debtor which, as a matter of law, is feasible. The funds which the Debtor expects to be generated by the disposition of the estate property, as well as the funds already generated by the collection of accounts is anticipated to be sufficient to fund all distributions under the Plan and to establish a reasonable Reserve, including the costs of administering the Liquidating Trust. The Plan satisfies Section 1129(a)(11) of the Bankruptcy Code, because it provides for the sale of substantially all of the Debtor's assets and creates a Liquidating Trust from which all distributions to allowed claims can be paid. The Disclosure Statement is available at: http://bankrupt.com/misc/txwb16-51110-170.pdf About JPS Completion Fluids JPS Completion Fluids, Inc., a domestic corporation with principal place of business in Mathis, San Patricio County, Texas, provided chemicals and other completion fluids for the oil and gas industry. JPS sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 16-51110) on May 11, 2016. The petition was signed by Sergio Garza, vice president. Judge Craig A. Gargotta is assigned to the case. The Debtor estimated assets and liabilities of $1 million to $10 million. Nathaniel Peter Holzer, Esq., at the Jordan Hyden Womble Culbreth & Holzer PC, serves as the Debtor's counsel. No official committee of unsecured creditors has been appointed in the case. JTP CORP: Remaining Claims to be Paid from Property Sale Proceeds ----------------------------------------------------------------- J.T.P. Corp. filed with the U.S. Bankruptcy Court for the District of Colorado a disclosure statement to accompany their amended plan of reorganization, dated Feb. 28, 2017, which provides the Debtor with an opportunity to sell its properties in the ordinary course of business and satisfy its debts as restructured under the plan. This amended plan incorporates the Settlement Agreements with Bluebird Mortgage Corp. and ODS Financing LLC. pursuant to which the Class 2 and Class 3 claims held by these creditors have been paid in full and the secured liens held by BMC and ODS against the Sale Proceeds released. Class 5 claims have been paid in full pursuant to Settlement Agreements filed with the Court other than the Claim filed by Jonathan Carlson, which the Debtor filed a motion to disallow. Carlson's claim to the extent allowed by the Bankruptcy Court will be paid from the remaining Sale Proceeds. The Class 4 Claims held by the Jefferson County Treasurer will be paid in full pursuant to 11 U.S.C. section 1129(a)(9)(C) plus statutory interest under Colorado law through equal monthly installments over five years from the petition date. The Class 4 claims held by the Jefferson County Treasurer are therefore unimpaired. The Jefferson County Treasurer shall retain its secured liens against the Carr Street Property until the Class 4 claims are paid in full. The Class 6 Interests shall be retained by Doug Walters and Ann Russo. The Debtor shall remain in business and continue to acquire, improve, and sell primarily residential real property to satisfy the Class 4 claim in full. The remaining Sale Proceeds will provide the Debtor the means to pay all remaining claims and continue to operate as a successful business in its community. The previous plan stated that litigation and any recovery from the Adversary Proceeding against BMC will fund payment of Allowed Claims and Interests under the Plan. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/cob16-15232-127.pdf About J.T.P. Corp. J.T.P. Corp. is in the business of acquiring, improving, and selling or "flipping" primarily residential real property in theDenver metropolitan area. J.T.P. Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 16-15232) on May 25, 2016. KEEPERS INC: Seeks to Hire Madoff & Khoury as Legal Counsel ----------------------------------------------------------- Keepers, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Massachusetts to hire legal counsel. The Debtor proposes to hire Madoff & Khoury LLP to give legal advice regarding its duties under the Bankruptcy Code, and provide other legal services related to its Chapter 11 case. The firm received a retainer in the amount of $6,000. In addition, the Debtor has agreed to pay Madoff & Khoury an additional retainer of $500 per week, to be placed in the firm's IOLTA account. David Madoff, Esq., disclosed in a court filing that he and other members of the firm are "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: David B. Madoff, Esq. Steffani M. Pelton Nicholson, Esq. Madoff & Khoury LLP 124 Washington Street Foxboro, MA 02035 Phone: 508-543-0040 About Keepers Inc. Keepers, Inc. is a restaurant located in West Boylston, Massachusetts operating under the name Keepers Pub. It is located next door to its affiliated restaurant, Fynders Inc., which does business as Fynders Pub. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 17-40401) on March 7, 2017. The petition was signed by Kathleen McCormick, president. The case is assigned to Judge Christopher J. Panos. At the time of the filing, the Debtor disclosed $20,200 in assets and $1.67 million in liabilities. KENTUCKY ASSOCIATES: Taps Hilco Valuation as Tax Consultant ----------------------------------------------------------- Kentucky Associates, L.L.C. seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to hire Hilco Valuation Services LLC. Hilco will provide real property tax consulting services to the Debtor for a contingent fee of 30% of the annual property tax savings. Frank Lima, managing director of Hilco, disclosed in a court filing that his firm does not hold or represent any interest adverse to the Debtor's bankruptcy estate, and that the firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. About Kentucky Associates Kentucky Associates, L.L.C. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. N.J. Case No. 16-21083) on June 7, 2016. The petition was signed by Michael Joffe, member. The case is assigned to Judge Jerrold N. Poslusny Jr. The Debtor disclosed total assets of $1.75 million and total debts of $1.23 million. Deiches & Ferschmann represents the Debtor as bankruptcy counsel. The Debtor hired Thompson & Thompson as tax appeal counsel, and Eisenberg Gold Cettei Agrawal, P.C. as special counsel. No official committee of unsecured creditors has been appointed in the case. LIGHTNING DOCK: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Lightning Dock Geothermal HI-01, LLC 17-10567 a Delaware limited liability company aka Lightning Dock Geothermal No. 1 HI-01, LLC 136 South Main Street Kearns Building, Suite 600 Salt Lake City, UT 84101 Los Lobos Renewable Power, LLC 17-10568 a Delaware Limited Liability Company 136 South Main Street Kearns Building, Suite 600 Salt Lake City, UT 84101 Business Description: Lightning Dock owns and operates the first and only utility scale geothermal energy plant in New Mexico, known as the Dale Burgett Geothermal Plant. The Plant is located in the Animas Valley of southwest New Mexico, approximately 20 miles southwest of Lordsburg, New Mexico. Commissioned in December 2013, the Plant currently has the capacity to generate up to 4 MW electrical energy, which it sells to Public Service Company of New Mexico under a long-term power purchase agreement. Los Lobos is a holding company whose sole purpose is to hold 100% of the membership interests in Lightning Dock. Non-debtor Raser Power Systems, LLC is a holding company whose sole purpose is to own 100% of the membership interest in Los Lobos. Non-Debtor Cyrq Energy owns 100% of the membership interests in Raser Power. Chapter 11 Petition Date: March 14, 2017 Court: United States Bankruptcy Court District of New Mexico (Albuquerque) Judge: Hon. David T. Thuma Debtors' Counsel: Samuel I. Roybal, Esq. WALKER & ASSOCIATES, P.C. 500 Marquette, NW, Ste 650 Albuquerque, NM 87102 Tel: 505-766-9272 Fax: 505-766-9287 E-mail: sroybal@walkerlawpc.com - and - Thomas D Walker, Esq. WALKER & ASSOCIATES, P.C. 500 Marquette Ave NW Ste 650 Albuquerque, NM 87102-5309 Tel: 505-766-9272 E-mail: twalker@walkerlawpc.com Debtors' Financial Advisor: RPA ADVISORS, LLC Estimated Estimated Assets Liabilities --------- ----------- Lightning Dock Geothermal $10M-$50M $1M-$10M Los Lobos Renewable $0-$50K $10M-$50M The petitions were signed by Nicholas Goodman, chief executive officer. Lightning Dock Geothermal's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Welsco Corporation Trade Debt $290,070 PO Box 888 Fallon, NV 89407 Tel: (775) 423-6619 Email: welscocorp@gmail.com Carroll Strategies Public Relations Professional $47,500 Email: info@carrollstrategies.com Services Macek Power Trade Debt $42,140 DC Engineering Trade Debt $22,665 Well Analysis Corp, Inc Trade Debt $21,454 Hall Environmental Analysis Trade Debt $21,111 Laboratory Email: vicki@hallenvironmental.com Freshfields Bruckhaus Deringer Professional $21,031 Services Philadelphia Consultants Trade Debt $14,481 CTrans Trade Debt $12,200 Water Movers Inc Trade Debt $11,120 Columbus Electric Cooperative Utilities $10,860 Email: barbarag@col-coop.com DL Sanders, LLC Professional $10,500 Email: esquiperro@gmail.com Services Champion Technology Services, Inc Trade Debt $9,596 Lummus Consultants Intl Inc Trade Debt $9,286 Email: terry.turnock@lummus.com John Crane Trade Debt $6,693 Email: steven.chandler@johncrane.com Yellow Jacket Drilling Trade Debt $5,000 Services, LLC Airgas Refrigerants, Inc. Trade Debt $4,730 Email: robert.wright2@airgas.com Badger Western Exploration, Inc. Trade Debt $2,735 Sierrita Mining & Ranching Co Trade Debt $2,500 Animas Service Center Trade Debt $2,319 Email: joffutt@outlook.com Los Lobos Renewable Power's List of 1 Unsecured Creditor: Entity Nature of Claim Claim Amount ------ --------------- ------------ Evergreen FE Lightning Dock, LLC Loan $3,014,298 1 c/o FE Clean Energy Group 22 Thorndal Cir #3 Darien, CT 06820 TRG Management LP 280 Park Avenue, 30 th Floor New York, NY 10016 Sean Reilly Email: sean.reilly@rohatyngroup.com LONG-DEI LIU: Faces Ongoing Civil Case, PCO 5th Report Says ----------------------------------------------------------- Constance Doyle, Patient Care Ombudsman for Long-Dei Liu, has filed a Fifth Interim Report for the period of January 1, 2017 through February 28, 2017. The PCO notes that there are no issues identified during the two-month visit. However, the Debtor still faces an ongoing civil case and waits for the appeal. A full-text copy of the PCO Report is available for free at: http://bankrupt.com/misc/cacb16-11588-253.pdf About Long-Dei Liu Orange, Calif.-based Long-Dei Liu filed for Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No. 16-11588). Judge Theodor Albert presides over the case. Long-Dei Liu, MD, is a single practitioner who has practiced obstetrics and gynecology since 1981. LUKE'S INCORPORATED: April 11 Plan Confirmation Hearing ------------------------------------------------------- The U.S. Bankruptcy Court for the District of South Carolina conditionally approved the disclosure statement explaining Luke's Incorporated's amended plan of reorganization and scheduled for April 11, 2017, 10:30 AM, the hearing on final approval of the disclosure statement, if a written objection has been timely filed, and for the hearing on confirmation of the plan. April 4 is set as the last day for filing written acceptances or rejections of the plan. Ballots accepting or rejecting the plan will be counted only if received by the Court on or before April 4. April 4 is also set as the last day for filing and serving written objections to the disclosure statement and confirmation of the plan. An initial disclosure statement was filed on Jan.3, 2017, and objections were filed to that disclosure statement by the Office of the U.S. Trustee and the Internal Revenue Service. The IRS alleged in its objection that the Debtor was in arrears with post-petition federal withholding taxes. The Debtor suggests she is not and will prove the same. As to the IRS portion of the objection that states it is entitled to 4% fixed interest as opposed to 3% statutory interest, the Debtor agrees and incorporates that change in this current disclosure statement. The Debtor proposes in this new disclosure statement to resolve concerns stated by the U.S. Trustee in her objection to the original disclosure statement. Under the amended plan, the Debtor now proposes to pay tax creditors their unsecured priority claims in full with 4% interest over a period of 50 months. The general unsecured creditors will still get 25% of their respective debts on a pro rata basis without interest over a period not to exceed 60 months. No secured claims have been filed with the Court. All payments will commence on the effective date of the plan which is the 15th day after it is confirmed by the court. A full-text copy of the Amended Disclosure Statement is available at: http://bankrupt.com/misc/scb16-03362-58.pdf About Luke's Incorporated Luke's Incorporated, a sports bar and grill in Rock Hill, South Carolina, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. S.C. Case No. 16-03362) on July 6, 2016. The Debtor is represented by Robert H. Cooper, Esq., at The Cooper Law Firm. An official committee of unsecured creditors has not yet been appointed in the Debtor's case. LUKE'S LOCKER: Taps Rosen Systems to Auction Surplus Assets ----------------------------------------------------------- Luke's Locker Incorporated seeks approval from the U.S. Bankruptcy Court for the Eastern District of Texas to hire Rosen Systems, Inc. The Debtor tapped the firm in connection with the sale of its furniture, equipment and other surplus assets stored in its central distribution warehouse. The services to be provided by the firm include preparing the assets for online auction, advertising the auction, managing the online bidding, and supervising the exchange with the buyers. The firm will be paid a buyer's premium of 15%, plus reimbursement of work-related expenses estimated to be approximately $4,500. Rosen has no connections with the Debtor or any of its creditors, according to court filings. The firm can be reached through: Michael D. Rosen Rosen Systems, Inc. 2323 Langford St Dallas, TX 75208 Phone: (972) 248-2266 Phone: (800) 527-5134 Fax: (972) 248-6887 Email: info@rosensystems.com About Luke's Locker Incorporated Luke's Locker Incorporated, owner of Luke's Locker fitness and running stores in Texas, and its affiliates sought Chapter 11 protection (Bankr. D. Tex. Lead Case No. 17-40126) on Jan. 24, 2017. The petitions were signed by Matthew Lucas, president and CEO. The cases are assigned to Judge Brenda T. Rhoades. Melissa S. Hayward, Esq., at Franklin Hayward LLP, in Dallas, serves as the Debtors' counsel. Joseph Sullivan serves as chief restructuring officer. Luke's Locker estimated $1 million to $10 million in assets and liabilities. No trustee or examiner has been appointed in the Debtors' cases. MARY'S WOODS: Fitch Rates Series 2017A/B Revenue Bonds 'BB' ----------------------------------------------------------- Fitch Ratings has assigned a 'BB' rating to the following Public Finance Authority (WI) bonds, issued on behalf of Mary's Woods at Marylhurst (Mary's Woods): -- $120,815,000 senior living revenue and refunding bonds, series 2017A; -- $33,750,000 senior living revenue and refunding bonds, series 2017B-1; -- $15,000,000 senior living revenue and refunding bonds, series 2017B-2; -- $11,500,000 senior living revenue and refunding bonds, series 2017B-3. The bonds are expected to be fixed-rate, issued to fund or reimburse capital expenditures, refund existing debt, fund capitalized interest, fund a debt service reserve, and pay costs of issuance. The bonds are expected to price the week of April 3 via negotiation. The Rating Outlook is Stable. SECURITY A pledge of obligated group (OG) gross revenues, a leasehold mortgage lien on certain property, and a debt service reserve. KEY RATING DRIVERS SIGNIFICANT PRO FORMA DEBT: The 'BB' rating reflects the sizeable pro forma leverage that Mary's Woods' financial profile will bear post-issuance in fiscal 2017 (June 30 year-end). Through six months-ended Dec. 31, 2016 pro forma maximum annual debt service (MADS) equaled nearly 30% of revenues and with $24 million in pro forma unrestricted liquidity supporting a thin 3x pro forma cushion ratio. LARGE PROJECT RISK: The addition of 192 units will increase the campus by over 55%, and carries the risks of cost overruns and delays, as well as the conversion of presales to sales and unit occupancy. Still, Fitch notes the project is very well subscribed, as the independent living units (ILUs) are 98% presold, a guaranteed maximum price contract will protect Mary's Woods from some potential cost overruns, and the organization successfully completed an ILU villa expansion in 2015. STRONG OCCUPANCY: Mary's Woods has benefitted from very strong and consistent occupancy across its campus, averaging well over 90% for all units. FAVORABLE SERVICE AREA CHARACTERISTICS: The primary service area boasts favorable income, growth, and real estate trends which have helped support strong demand and high occupancy, as well as mitigate competitive threat. RATING SENSITIVITIES PROJECT EXECUTION: The 'BB' rating incorporates the expectation that Mary's Woods at Marylhurst (Mary's Woods) will complete its expansion project on time and within budget. Meaningful velocity of presales coupled with management's success with prior campus expansion projects is expected to minimize the risks of cost overruns and project delays through construction, ending in May 2019. Upward rating movement is likely upon successful completion of the expansion project after temporary debt is repaid and the project reaches stabilized occupancy. STEADY PROFITABILITY AND OCCUPANCY: Continued robust occupancy and demand for services is expected through the near to medium-term, supporting liquidity preservation through the construction and fill period ending by April 2021. CREDIT PROFILE Mary's Woods at Marylhurst is a Type B continuing care retirement community (CCRC) which opened in 2001 in Lake Oswego in Oregon's Willamette Valley and was formed and sponsored by the Sisters of the Holy Names of Jesus and Mary (SNJM, Sisters)to provide residential and continuing care services to Sisters and other community members. Mary's Woods consists of 233 independent living apartments, 50 independent living villas, 55 assisted living units (ALUs), 23 memory support beds, 26 residential care beds and 5 licensed skilled nursing beds. Total revenue was $26.5 million in fiscal 2016 (June 30 year-end). The Mary's Woods campus is leased from the Sisters through a long-term ground lease that was signed in 1999 with a current term through 2044, which will be amended to 50 years plus two 10 year extensions. Upon termination of the ground lease, Mary's Woods has the first right of refusal to purchase the land or the land and development revert back to the Sisters. Rental expense in fiscal 2016 totaled approximately $1.04 million, of which $926,844 was subordinate to debt service. Base rent (on parity with outstanding debt) is fixed going forward at $75,000 annually then $150,000 annually post-expansion, while additional rent (subordinate to outstanding debt) of $197/month per unit is subject to an annual increase. SIZEABLE CAMPUS EXPANSION Mary's Woods is undertaking a significant expansion project, adding 144 ILUs and 48 ALUs to its 392-unit campus, a nearly 50% increase in size. Projects of this scale carry meaningful short-term risk, including that of cost overruns, delays, and slow unit fill, all of which could hamper Mary's Woods' ability to meet its debt obligations. However, several mitigants to these risks are present. Of note, presales for the ILUs have been very robust, with 75% presold after three months in September 2016, and were at 98% (141/144) through March 6, 2017. Additionally, management has a history of successful projects, including a recent 17-unit ILU villa expansion in 2015. Total project cost is estimated at $119.6 million, which will be funded primarily with the series 2017 bonds. A $71.74 million entrance fee pool will be used to redeem the $60.25 million in temporary debt by 2021. A guaranteed maximum price contract is forthcoming, and construction is planned from May 2017 to May 2019. ILU move-ins are budgeted to occur from November 2018 with stabilization by April 2021. Through fiscal 2016, Mary's Woods had spent $3.3 million on the project (and $5.8 million through Dec. 31, 2016), which will increase to $7.6 million by bond issuance, of which $5.6 million will be reimbursed. SOLID DEMAND CHARACTERISTICS Occupancy levels have been consistently solid, at well over 90% across the campus. As of Dec. 31, 2016 Mary's Woods had 99% occupancy in its ILUs over 95% occupancy in its ALUs and memory support units, 85% occupancy in its residential care units, and 80% occupancy in its five skilled nursing beds. Further, its ILU waitlist had a very robust 338 depositors as of Dec. 31, 2016, with favorable wealth and income indicators. Overall economic indicators are solid within the primary service area, with favorable growth, income, and real estate values driving strong demand for CCRC services, and despite some competition, other area CCRCs maintain robust occupancy as well. In addition, the net penetration rate required for Mary's Woods to achieve stabilized occupancy within its ILUs is a very low 2.2%. DEBT PROFILE Mary's Woods will issue a total of approximately $180 million in series 2017 bonds, of which $140 million is new money and $40 million is refinancing. Of the $140 million, $60.3 million will be tax-exempt mandatory paydown securities (TEMPS) and $119 million will be permanent debt outstanding post-project. Pro forma maximum annual debt service (MADS; excluding temporary debt) equals approximately $8 million. The first year of full MADS covenant testing will occur the earlier of the next full fiscal year of stabilized (93%) occupancy or fiscal 2023. The bonds will be used to fund a portion of the expansion project ($119 million), fund a debt service reserve for the series 2017A and 2017B bonds, fund 30 months of capitalized interest, and pay costs of issuance. The bonds will also be used to refund Mary's Woods' outstanding debt, which includes approximately $35.8 million in series 2010 and 2014 variable-rate bank debt, as well as to terminate an associated swap for approximately $1 million. Fitch has classified Mary's Woods' long-term ground lease as a capital lease rather than an operating lease as per the audit. The capitalization reflects the nature of the ground lease as an alternative to owning the asset or executing a capital lease. The ground lease obligation was valued by applying an 8x multiple to the annual rental expense, which is the standard Fitch multiple in North American markets. Fitch has also adjusted debt service coverage to incorporate the operating lease as debt (operating lease added to debt service requirement and to net income available). Fitch's calculation differs from the covenant calculation, which includes the additional rent in net income available divided by debt service on parity indebtedness (bonded debt plus annual base rent). For fiscal 2016, Fitch calculated its adjusted debt service coverage of pro forma MADS at 0.7x compared to the indenture calculation, which would be 0.8x. Actual debt service coverage was 2.6x in fiscal 2016 per covenant calculation. DISCLOSURE Mary's Woods will covenant to provide annual disclosure within 120 days of fiscal year-end and quarterly disclosure within 45 days of quarter-end for the first three quarters and within 60 days of quarter-end for the fourth quarter. Disclosure to Fitch has been timely and thorough, with very good access to management. MESOBLAST LIMITED: MAGIM Beneficially Owns 12.5% Equity Stake ------------------------------------------------------------- In an amended Schedule 13G filed with the Securities and Exchange Commission, M&G Investment Management Limited reported that as of Dec. 31, 2016, it beneficially owns 47,797,076 shares of common stock of Mesoblast Limited representing 12.52 percent of the shares outstanding. M&G Investment Funds 3 also reported benefical ownership of 39,963,520 common shares. All the securities covered by the report are legally owned by MAGIM's Investment advisory clients, and none are directly owned by MAGIM. M&G Investment Funds 3 is an open ended investment company with variable capital, incorporated in England and Wales and authorized by the Financial Conduct Authority. It is not registered with the Securities Exchange Commission under the Investment Company Act of 1940. A full-text copy of the regulatory filing is available at: https://is.gd/NNVRJ4 About Mesoblast Ltd. Melbourne, Australia-based Mesoblast Limited (ASX:MSB; Nasdaq:MESO) develops cell-based medicines. The Company has leveraged its proprietary technology platform, which is based on specialized cells known as mesenchymal lineage adult stem cells, to establish a broad portfolio of late-stage product candidates. Mesoblast's allogeneic, 'off-the-shelf' cell product candidates target advanced stages of diseases with high, unmet medical needs including cardiovascular diseases, immune-mediated and inflammatory disorders, orthopedic disorders, and oncologic/hematologic conditions. As of Dec. 31, 2016, Mesoblast had $660.88 million in total assets, $150.36 million in total liabilities and $510.51 million in total equity. Mesoblast reported a loss before income tax of $90.82 million for the year ended June 30, 2016, compared to a loss before income tax of $96.24 million for the year ended June 30, 2015. PricewaterhouseCoopers, in Melbourne, Australia, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2016, citing that the Company has suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. MESOBLAST LIMITED: Silviu Itescu Holds 17.88% of Ordinary Shares ---------------------------------------------------------------- Silviu Itescu disclosed in a regulatory filing with the Securities and Exchange Commission that as of Dec. 31, 2016, he beneficially owns 68,244,642 Ordinary Shares, no par value, of Mesoblast Limited representing 17.88 percent based on 381,654,048 ordinary shares issued and outstanding as of Dec. 31, 2016. The amount includes (a) 67,756,838 ordinary shares owned directly by Dr. Itescu and (b) 487,804 ordinary shares owned by Josaka Investments Pty Ltd., an Australian corporation and the trustee of Dr. Itescu's self-managed superannuation fund. A full-text copy of the regulatory filing is available for free at: https://is.gd/KyRE0u About Mesoblast Ltd. Melbourne, Australia-based Mesoblast Limited (ASX:MSB; Nasdaq:MESO) develops cell-based medicines. The Company has leveraged its proprietary technology platform, which is based on specialized cells known as mesenchymal lineage adult stem cells, to establish a broad portfolio of late-stage product candidates. Mesoblast's allogeneic, 'off-the-shelf' cell product candidates target advanced stages of diseases with high, unmet medical needs including cardiovascular diseases, immune-mediated and inflammatory disorders, orthopedic disorders, and oncologic/hematologic conditions. As of Dec. 31, 2016, Mesoblast had $660.88 million in total assets, $150.36 million in total liabilities and $510.51 million in total equity. Mesoblast reported a loss before income tax of $90.82 million for the year ended June 30, 2016, compared to a loss before income tax of $96.24 million for the year ended June 30, 2015. PricewaterhouseCoopers, in Melbourne, Australia, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2016, citing that the Company has suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. MITEL NETWORKS: S&P Affirms Then Withdraws 'B+' CCR --------------------------------------------------- S&P Global Ratings affirmed its 'B+' long-term corporate credit rating on Mitel Networks Corp. The outlook is stable. Subsequently, S&P withdrew its corporate credit rating on the company at the issuer's request. At the same time, S&P Global Ratings withdrew all of its issue-level ratings on the company's credit facility as the debt has been refinanced. NAKED BRAND: Bard Associates Has 6.9% Equity Stake as of Dec. 31 ---------------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission, Bard Associates, Inc. disclosed that as of Dec. 31, 2016, it beneficially owns 575,290 shares of common stock and warrants of Naked Brand Group, Inc. representing 6.9 percent of the shares outstanding. The amount beneficially owned by the reporting person is comprised of 416,943 shares and 158,347 warrants. A full-text copy of the regulatory filing is available at: https://is.gd/NL1KMB About Naked Brand Naked Brand Group Inc. designs, manufactures, and sells men's innerwear and lounge apparel products in the United States and Canada. It offers various innerwear products, including trunks, briefs, boxer briefs, undershirts, T-shirts, and lounge pants under the Naked brand, as well as under the NKD sub-brand for men. The company sells its products to consumers and retailers through wholesale relationships and direct-to-consumer channel, which consists of an online e-commerce store, thenakedshop.com. Naked Brand Group Inc. is based in New York. Naked Brand reported a net loss of US$19.06 million on US$1.38 million of net sales for the year ended Jan. 31, 2016, compared to a net loss of US$21.07 million on US$557,000 of net sales for the year ended Jan. 31, 2015. As of July 31, 2016, Naked Brand had US$2.99 million in total assets, US$1.44 million in total liabilities and US$1.55 million in total stockholders' equity. BDO USA, LLP, in New York, NY, issued a "going concern" qualification on the consolidated financial statements for the year ended Jan. 31, 2016, noting that the Company incurred a net loss of $19,063,399 for the year ended Jan. 31, 2016, and the Company expects to incur further losses in the development of its business. This condition raises substantial doubt about the Company's ability to continue as a going concern, the auditors said. NDB COMPANY: Finalizes Liquidation Distribution ----------------------------------------------- N.D.B. COMPANY INC., an affiliate of North Dallas Bank & Trust Co. (the "Bank"), under the Company's plan of liquidation and dissolution, the Company will distribute to the owners of the Bank's common stock as of record date March 31, 2017, a cash distribution in the amount of $4.32 per share. The distribution will be made on April 7, 2017. N.D.B. COMPANY INC. is a trustee affiliate of North Dallas Bank & Trust Co. Any forward looking estimates are based on current circumstances which may change in the future and are not guaranteed. North Dallas Bank & Trust Co. is an independent bank established in 1961 with current locations in Dallas, Plano, Irving, Frisco and Addison, Texas. NEOVASC INC: FMR LLC Ceases to be 5% Shareholder ------------------------------------------------ In an amended Schedule 13G filed with the Securities and Exchange Commission on Feb. 13, 2017, FMR LLC and Abigail P. Johnson disclosed that they beneficially owned 2,600,000 shares of common stoc of Neovasc Inc. representing 3.304% of the shares outstanding. A full-text copy of the regulatory filing is available for free at https://is.gd/dTsjS4 About Neovasc Inc. Neovasc Inc. (CVE:NVC) -- http://www.neovasc.com/-- is a Canadian specialty medical device company that develops, manufactures and markets products for the rapidly growing cardiovascular marketplace. Its products in development include the Tiara, for the transcatheter treatment of mitral valve disease and the Neovasc Reducer for the treatment of refractory angina. The Company also sells a line of advanced biological tissue products that are used as key components in third-party medical products including transcatheter heart valves. Neovasc reported a net loss of US$26.73 million for the year ended Dec. 31, 2015, compared to a net loss of US$17.17 million for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Neovasc had US$33.83 million in total assets, US$93.45 million in total liabilities, and a total deficit of US$59.61 million. NEOVASC INC: Neil Gagnon Holds 6.74% Equity Stake as of Dec. 31 --------------------------------------------------------------- Neil Gagnon reported in an amended Schedule 13G filed with the Securities and Exchange Commission that as of Dec. 31, 2016, he beneficially owns 5,306,109 shares of common stock of Neovasc Inc. representing 6.74 percent of the shares outstanding. Neil Gagnon has sole voting and dispositive power over 426,425 shares of Neovasc's common shares. In addition, Mr. Gagnon has shared voting power over 4,562,162 shares of the Issuer's common shares and shared dispositive power over 4,879,684 shares of the Issuer's common shares. Mr. Gagnon is the managing member and principal owner of Gagnon Securities LLC, an investment adviser registered with the U.S. Securities and Exchange Commission under the Investment Advisers Act of 1940, as amended, and a registered broker-dealer, in its role as investment manager to several customer accounts, foundations, partnerships and trusts to which it furnishes investment advice. Mr. Gagnon and GS may be deemed to share voting power with respect to 3,145,111 shares of the Issuer’s common shares held in the Accounts and dispositive power with respect to 3,434,846 shares of the Issuer's common shares held in the Accounts. GS and Mr. Gagnon expressly disclaim beneficial ownership of all securities held in the Accounts. Mr. Gagnon is also the chief executive officer of Gagnon Advisors, LLC, an investment adviser registered with the SEC under the Advisers Act. Mr. Gagnon and Gagnon Advisors, in its role as investment manager to Gagnon Investment Associates, LLC, a private investment fund, may be deemed to share voting and dispositive power with respect to the 1,207,179 shares of the Issuer's common shares held by GIA. GS and Mr. Gagnon expressly disclaim beneficial ownership of all securities held by GIA. A full-text copy of the regulatory filing is available at: https://is.gd/CxSXFX About Neovasc Inc. Neovasc Inc. (CVE:NVC) -- http://www.neovasc.com/-- is a Canadian specialty medical device company that develops, manufactures and markets products for the rapidly growing cardiovascular marketplace. Its products in development include the Tiara, for the transcatheter treatment of mitral valve disease and the Neovasc Reducer for the treatment of refractory angina. The Company also sells a line of advanced biological tissue products that are used as key components in third-party medical products including transcatheter heart valves. Neovasc reported a net loss of US$26.73 million for the year ended Dec. 31, 2015, compared to a net loss of US$17.17 million for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Neovasc had US$33.83 million in total assets, US$93.45 million in total liabilities, and a total deficit of US$59.61 million. NEOVASC INC: OPKO Health Discloses 6% Stake as of May 2014 ---------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission, OPKO Health, Inc. disclosed that as of May 13, 2014, it beneficially owns 4,000,000 shares of common stock of Neovasc, Inc. representing 6 percent of the shares outstanding. This amount includes (i) 3,000,000 Common Shares of the Company, (ii) fully vested stock options to acquire 913,750 Common Shares of the Issuer for $1.00 CAD per share, and (iii) fully vested stock options to acquire 86,250 Common Shares of the Issuer for $1.30 CAD per share. As of the close of business on Nov. 14, 2016, the total number of issued and outstanding Common Shares of the Issuer was 66,866,345, which was provided by the Issuer. A full-text copy of the regulatory filing is available at: https://is.gd/LDARyz About Neovasc Inc. Neovasc Inc. (CVE:NVC) -- http://www.neovasc.com/-- is a Canadian specialty medical device company that develops, manufactures and markets products for the rapidly growing cardiovascular marketplace. Its products in development include the Tiara, for the transcatheter treatment of mitral valve disease and the Neovasc Reducer for the treatment of refractory angina. The Company also sells a line of advanced biological tissue products that are used as key components in third-party medical products including transcatheter heart valves. Neovasc reported a net loss of US$26.73 million for the year ended Dec. 31, 2015, compared to a net loss of US$17.17 million for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Neovasc had US$33.83 million in total assets, US$93.45 million in total liabilities, and a total deficit of US$59.61 million. NEW YORK COMMUNITY: Fitch Assigns BB- Preferred Stock Rating ------------------------------------------------------------ Fitch Ratings has assigned a preferred stock rating of 'BB-' to New York Community Bancorp, Inc.'s (NYCB; rated 'BBB+'/'F2'/Outlook Stable) issuance of fixed-to-floating rate perpetual non-cumulative preferred stock. Following the preferred stock issuance, assuming proceeds of $400 million, NYCB's pro forma tier 1 capital ratio improves to 11.75% from 10.62% at Dec. 31, 2016, while pro forma commercial real estate loan concentration including multi-family and construction loans falls to 744% from 814% of total risk-based capital. The commercial real estate loan concentration remains within the 850% internal limit that NYCB has agreed to with its regulators. Fitch notes that capital and commercial real estate loan concentration benefits would also have been achieved through the Astoria Financial Corp. (AF; rated 'BBB-'/F3'/Outlook Stable) merger, which was terminated in December. Ultimately, NYCB and AF did not anticipate receiving the required regulatory approvals to complete the merger before year-end 2016. The termination of the merger due to regulatory delays raises questions on NYCB's ability to execute its strategy to acquire a sizeable institution, according to Fitch. The preferred stock is subordinated to all existing and future indebtedness, but senior to common stock. Dividends are discretionary and non-cumulative. The preferred stock is perpetual in nature, but may be redeemed, at NYCB's option, 10 years after issuance or within 90 days following a regulatory capital treatment event such as a proposed change in law or regulation with respect to whether the preferred stock qualifies as an additional tier 1 capital instrument. The proceeds from the issuance are designated for general corporate purposes. KEY RATING DRIVERS SUBORDINATED DEBT AND OTHER HYBRID SECURITIES The hybrid instrument is rated five notches lower than NYCB's Viability Rating (VR) of 'bbb+', in accordance with Fitch's 'Global Bank Rating Criteria' dated Nov. 25, 2016. The preferred stock rating includes two notches for loss severity given the securities' deep subordination in the capital structure, and three notches for non-performance given that the coupon of the securities is non-cumulative and fully discretionary. RATING SENSITIVITIES SUBORDINATED DEBT AND OTHER HYBRID SECURITIES NYCB's preferred stock rating is sensitive to changes in NYCB's VR, and would move in tandem with any changes to the VR. For more information on NYCB's VR rating sensitivity, please see Fitch's press release on NYCB, dated April 7, 2016. Fitch has assigned the following rating: New York Community Bancorp, Inc. -- Preferred stock 'BB-' NN INC: S&P Lowers Rating on Sr. Secured Debt to 'B+' ----------------------------------------------------- S&P Global Ratings lowered its issue-level rating on Johnson City, Tenn.-based metal bearing and precision metal components manufacturer NN Inc.'s senior secured debt to 'B+' from 'BB-'. At the same time, S&P revised its recovery rating on the debt to '3' from '2' because of the significant increase in the company's amount of secured debt, which has reduced the percentage of principal and accrued interest (due at the point of hypothetical default on NN's debt instruments) that can be recovered following its emergence from a hypothetical bankruptcy. The '3' recovery rating indicates our expectation for meaningful (50%-70%; rounded estimate: 60%) recovery for secured lenders in the event of a payment default. S&P expects to withdraw its 'B' issue-level rating and '5' recovery rating on NN's proposed senior unsecured notes on the completion of the transaction. NN plans to issue a $300 million incremental term loan (maturing in 2021) to refinance its outstanding $250 million senior unsecured notes, repay its revolver borrowings, and pay transaction fees, including the make-whole call premium on the notes. S&P expects that the transaction will reduce the company's interest expense and improve its interest coverage-related credit metrics as the notes currently have a coupon of 10.25%. However, the incremental term loan will amortize at 4% per year (higher than the 1% on its existing term loan), which will add $12 million to NN's debt service requirements. RECOVERY ANALYSIS Key analytical factors -- S&P lowered its recovery rating on the company's senior secured debt to '3' from '2'. -- S&P has valued the company on a going-concern basis using a 5.5x multiple of its projected emergence EBITDA of $115 million. S&P estimates that, for the company to default, its EBITDA would need to decline significantly, representing a material deterioration from the current state of its business. Simulated default assumptions -- Simulated year of default: 2021 -- EBITDA at emergence: $115 million -- EBITDA multiple: 5.5x Simplified waterfall -- Net enterprise value: $602 million -- Valuation split (obligors/nonobligors): 75%/25% -- Priority claims: $4 million -- Value available to first-lien debt (collateral/noncollateral): $547 million/$51 million -- Secured first-lien debt claims: $929 million -- Recovery expectations: 50%-70% (rounded estimate: 60%) Note: All debt amounts include six months of prepetition interest. Collateral value equals asset pledge from obligors after priority claims plus equity pledge from nonobligors after nonobligor debt. RATINGS LIST NN Inc. Corporate Credit Rating B+/Stable/-- Rating Lowered; Recovery Rating Revised To From NN Inc. Senior Secured Debt B+ BB- Recovery Rating 3(60%) 2(80%) NORTHERN OIL: 6.5% Equity Holder Looks to Reassess Investment ------------------------------------------------------------- Bahram Akradi, owner of 6.53 equity stake in Northern Oil and Gas, Inc., disclosed in a regulatory filing with the Securities and Exchange Commission that he expects to engage in discussions with management, the board and other shareholders of the Company and other relevant parties concerning the business, assets, capitalization, financial condition, operations, governance, management, strategy and future plans of the Company. Mr. Akradi believes that the Company's common stock is undervalued and is an attractive investment. As of March 8, 2017, Mr. Akradi beneficially owns 4,132,500 shares of common stock of Northern Oil. There were 63,251,197 shares of Common Stock issued and outstanding as of Feb. 28, 2017, as reported in Northern Oil's annual report on Form 10-K filed on March 2, 2017, for the year ended Dec. 31, 2016. Mr. Akradi has purchased Shares of the Company for aggregate consideration (including brokerage commissions) of $20,803,348. He also has sold shares of Common Stock for aggregate consideration (including brokerage commissions) of $2,197,869. Mr. Akradi is chairman of the Board, president and chief executive officer of Life Time Fitness, Inc. "The Reporting Person intends to review his investment in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the Issuer's financial position and strategic direction, actions taken by the board, price levels of shares of the Common Stock, other investment opportunities available to the Reporting Person, and industry conditions, the Reporting Person may take such actions with respect to his investment in the Issuer as he deems appropriate, including, without limitation, purchasing additional shares of Common Stock or selling some or all of the Subject Shares and/or otherwise changing his intention with respect to any and all matters referred to in this Item 4," as disclosed in the regulatory filing. A full-text copy of the regulatory filing is available at: https://is.gd/6AODmz About Northern Oil Northern Oil and Gas, Inc. -- http://www.NorthernOil.com/-- is an exploration and production company with a core area of focus in the Williston Basin Bakken and Three Forks play in North Dakota and Montana. Northern Oil reported a net loss of $293.5 million on $144.9 million of total revenues for the year ended Dec. 31, 2016, compared to a net loss of $975.4 million on $275.05 million of total revenues for the year ended Dec. 31, 2015. The Company's balance sheet as of Dec. 31, 2016, showed $431.5 million in total assets, $918.95 million in total liabilities, and a total stockholders' deficit of $487.4 million. * * * As reported by the TCR on Sept. 1, 2016, S&P Global Ratings lowered its corporate credit rating on U.S.-based oil and gas E&P company Northern Oil and Gas Inc. to 'CCC' from 'CCC+'. The outlook is negative. "The downgrade follows the announcement by the company that it has retained financial advisors Tudor, Pickering, Holt & Co. to help it review strategic alternatives," said S&P Global Ratings credit analyst Brian Garcia. "We believe this increases the likelihood the company could engage in a transaction we would view as a distressed exchange, where holders of the company's unsecured debt could receive less than the promised value," he added. As reported by the TCR on March 24, 2016, Moody's Investors Service downgraded Northern Oil and Gas, Inc's Corporate Family Rating to Caa2 from B3, Probability of Default Rating to Caa2-PD from B3-PD, and the ratings on its senior unsecured notes to Caa3 from Caa1. At the same time, Moody's lowered the Speculative Grade Liquidity (SGL) rating to SGL-4 from SGL-3. This concludes the ratings review commenced on Jan. 21, 2016. The ratings outlook is negative. "Weak oil and natural gas prices will diminish NOG's cash flows in 2017, when it no longer benefits from commodity price hedges," stated James Wilkins, a Moody's vice president. "Leverage will increase sharply and credit metrics will deteriorate." Northern Oil carries a 'Caa2' corporate family rating from Moody's Investors Service. NORTHERN OIL: Fine Capital et al. Hold 8.8% Stake as of Dec. 31 --------------------------------------------------------------- In an amended Schedule 13G filed with the Securities and Exchange Commission, Fine Capital Partners, L.P., Fine Capital Advisors, LLC and Ms. Debra Fine disclosed that as of Dec. 31, 2016, they beneficially own 5,571,722 shares of common stock of Northern Oil and Gas, Inc. representing 8.8 percent of the shares outstanding. A full-text copy of the regulatory filing is available at: https://is.gd/wVUn4h About Northern Oil Northern Oil and Gas, Inc. -- http://www.NorthernOil.com/-- is an exploration and production company with a core area of focus in the Williston Basin Bakken and Three Forks play in North Dakota and Montana. Northern Oil reported a net loss of $293.5 million on $144.9 million of total revenues for the year ended Dec. 31, 2016, compared to a net loss of $975.4 million on $275.05 million of total revenues for the year ended Dec. 31, 2015. The Company's balance sheet as of Dec. 31, 2016, showed $431.5 million in total assets, $918.95 million in total liabilities, and a total stockholders' deficit of $487.4 million. * * * As reported by the TCR on Sept. 1, 2016, S&P Global Ratings lowered its corporate credit rating on U.S.-based oil and gas E&P company Northern Oil and Gas Inc. to 'CCC' from 'CCC+'. The outlook is negative. "The downgrade follows the announcement by the company that it has retained financial advisors Tudor, Pickering, Holt & Co. to help it review strategic alternatives," said S&P Global Ratings credit analyst Brian Garcia. "We believe this increases the likelihood the company could engage in a transaction we would view as a distressed exchange, where holders of the company's unsecured debt could receive less than the promised value," he added. As reported by the TCR on March 24, 2016, Moody's Investors Service downgraded Northern Oil and Gas, Inc's Corporate Family Rating to Caa2 from B3, Probability of Default Rating to Caa2-PD from B3-PD, and the ratings on its senior unsecured notes to Caa3 from Caa1. At the same time, Moody's lowered the Speculative Grade Liquidity (SGL) rating to SGL-4 from SGL-3. This concludes the ratings review commenced on Jan. 21, 2016. The ratings outlook is negative. "Weak oil and natural gas prices will diminish NOG's cash flows in 2017, when it no longer benefits from commodity price hedges," stated James Wilkins, a Moody's vice president. "Leverage will increase sharply and credit metrics will deteriorate." Northern Oil carries a 'Caa2' corporate family rating from Moody's Investors Service. NRAD MEDICAL: Seeks to Hire Forchelli Curto as Co-Counsel --------------------------------------------------------- NRAD Medical Associates, P.C. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Forchelli, Curto, Deegan, Schwartz, Mineo & Terrana, LLP. Forchelli will serve as co-counsel with SilvermanAcampora LLP, the firm hired by the Debtor as bankruptcy counsel. The services to be provided by the firm include the preparation of a bankruptcy plan and negotiations with creditors. Gerard Luckman, Esq., and Brian Hufnagel, Esq., the attorneys designated to represent the Debtor, will charge $585 per hour and $380 per hour, respectively. Mr. Luckman 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: Gerard R. Luckman, Esq. Brian J. Hufnagel, Esq. Forchelli, Curto, Deegan, Schwartz, Mineo & Terrana, LLP 333 Earle Ovington Blvd., Suite 1010 Uniondale, New York 11553 Tel: (516) 248-1700 Fax: (516) 248-1729 About NRAD Medical Associates NRAD Medical Associates, P.C., operated a regional radiology imaging medical practice and a regional radiation therapy practice with 16 locations throughout Long Island and Queens, New York. In June 2015, NRAD sold most of the assets utilized in the imaging practice assets in June 2015 to Meridian Imaging Group, LLC. In addition, NRAD and certain multi-specialty practitioners (e.g. gynecologists, internists, surgeons) were parties to agreements pursuant to which MSPs were employed by NRAD, certain assets require acquired and certain obligations were assumed. NRAD Medical sought Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case No. 15-72898) in Central Islip, New York, on July 7, 2015. The case is assigned to Judge Louis A. Scarcella. The Debtor estimated assets and liabilities of $10 million to $50 million. The Debtor is represented by Anthony C. Acampora, Esq., at Silverman Acampora LLP, in Jericho, New York. On August 13, 2015, the U.S. Trustee appointed David Kaplan, M.D., Henry Schein, Julian Safir, M.D., Nuclear Diagnostic Products and 415 Northern Blvd. Realty to the Official Committee of Unsecured Creditors. The Committee tapped Farrell Fritz, P.C. as counsel. On September 10, 2015, the court approved the sale of substantially all of the assets of the Debtor's RT Practice to St. Francis Hospital, Roslyn, New York, or its designee, free and clear of all liens, and claims. On September 24, 2015, the court approved the RT sale. On October 14, 2015, the Debtor filed its notice of closing and effective date with respect to the RT sale. On February 23, 2017, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization. The plan proposes to pay general unsecured claims in full. NUANCE COMMUNICATIONS: S&P Rates New Convertible Notes Due 2025 BB- ------------------------------------------------------------------- S&P Global Ratings assigned its 'BB-' issue-level rating and '3' recovery rating to Burlington, Mass.-based natural language technology and imaging solutions provider Nuance Communications Inc.'s proposed unsecured senior convertible notes due 2025. The '3' recovery rating indicates S&P's expectation of meaningful recovery (50% to 70%; rounded estimate: 50%) 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 net proceeds and cash on hand to redeem the remaining outstanding balance of its $395.5 million 2.75% unsecured senior convertible notes due 2031. The company's notes offering does not affect S&P's 'BB-' corporate credit rating on the company. S&P expects that the company will repurchase up to $150 million of shares in connection with the notes offering, but its pro forma leverage (including our surplus cash adjustment) will remain in the low-4x area as of Dec. 31, 2016. S&P expects Nuance Communications' leverage to decline to about 4x over the next 12 months mainly because of EBITDA expansion from recent acquisitions, and cost savings. Over the past few years Nuance has experienced flat revenue growth and good free operating cash flow. Cost savings initiatives have also yielded modest margin improvement. S&P's corporate credit rating on Nuance Communications reflects the company's competition against larger industry players, high research and development spending to maintain its competitive position, organic revenue growth challenges, and erosion in the traditional health care transcription business. However, the company's leading position in voice and language technology, significant recurring revenue base, and diverse end-market exposure somewhat offset those factors. RATINGS LIST Nuance Communications Inc. Corporate Credit Rating BB-/Stable/-- New Rating Nuance Communications Inc. Convertible notes due 2025 Senior Unsecured BB- Recovery Rating 3 (50%) OCEAN POWER: Access to Financing Casts Going Concern Doubt ---------------------------------------------------------- Ocean Power Technologies, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, disclosing a net loss of $2.11 million on $221,000 of revenues for the three-months ended January 31, 2017, compared to a net loss of $1.96 million on $5,000 of revenues for the same period in 2016. For the nine months ended January 31, 2017, the Company recorded a net loss of $6.91 million on $593,000 of revenues, compared to a net loss of $9.10 million on $605,000 of revenues for the same period last year. The Company's balance sheet at January 31, 2017, showed $12.42 million in total assets, $4.63 million in total liabilities and total stockholders' equity of $7.79 million. The Company has experienced substantial and recurring losses from operations, which have contributed to an accumulated deficit of $184.8 million as of January 31, 2017. As of January 31, 2017, the Company had approximately $11.1 million in cash on hand. The Company generated revenues of $0.6 million during each of the nine months ended January 31, 2017 and 2016. Based on the Company's cash and cash equivalents and marketable securities as of January 31, 2017, the Company believes that it will be able to finance its capital requirements and operations into the quarter ending January 31, 2018. The Company will require additional equity and/or debt financing to continue its operations. The Company cannot provide assurances that it will be able to secure additional funding when needed or at all, or, if secured, that such funding would be on favorable terms. These factors raise substantial doubt about the Company's ability to continue as a going concern. A full-text copy of the Company's Form 10-Q is available at: https://is.gd/O2wGHG Ocean Power Technologies, Inc., was incorporated in 1984 in New Jersey, commenced business operations in 1994 and re-incorporated in Delaware in 2007. The Company is developing and commercializing its proprietary systems that generate electricity by harnessing the renewable energy of ocean waves. The Company uses proprietary technologies that convert the mechanical energy created by the heaving motion of ocean waves into electricity. The Company has designed and continues to develop the PowerBuoy product line which is based on modular, ocean-going buoys, which the Company has been periodically ocean testing since 1997. ODYSSEY CONTRACTING: Court Approves Amended Disclosure Statement ---------------------------------------------------------------- Judge Carlota M. Bohm of the U.S. Bankruptcy Court for the Western District of Pennsylvania approved Odyssey Contracting Corp.'s amended disclosure statement accompanying its plan of reorganization, dated Dec. 29, 2016. A status conference regarding the plan will be held on Oct. 3, 2017, at 10:00 a.m. in Courtroom B. 54th Floor U.S. Steel Tower, 600 Grant Street, Pittsburgh, Pennsylvania. About Odyssey Contracting Corp. Odyssey Contracting Corp., based in Houston, Pennsylvania, filed a Chapter 11 petition (Bankr. W.D. Pa. Case No. 15-22330) on June 29, 2015. The petition was signed by Stavros Semanderes, president. Hon. Carlota M. Bohm presides over the case. Robert O. Lampl, Esq., at Robert O. Lampl, Attorney at Law, serves as the Debtor's counsel. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. On December 29, 2016, the Debtor filed a Chapter 11 plan of reorganization and disclosure statement. OMEROS CORP: Cormorant Ceases to be 5% Shareholder -------------------------------------------------- In an amended Schedule 13G filed with the Securities and Exchange Commission, Cormorant Global Healthcare Master Fund, LP - 821,438 shares (1.9%); Cormorant Global Healthcare GP, LLC - 821,438 shares (1.9%); Cormorant Asset Management, LLC - 975,000 shares (2.3%); and Bihua Chen - 975,000 shares (2.3%) disclosed that as of Dec. 31, 2016, they have ceased to beneficially owners of five percent or more of the shares of common stock of Omeros Corporation. Shares reported for Cormorant Asset Management, LLC represent shares which are beneficially owned by Cormorant Global Healthcare Master Fund, LP, and shares which are beneficially owned by a managed account. Cormorant Global Healthcare GP, LLC serves as the general partner of the Fund, and Cormorant Asset Management, LLC serves as the investment manager to both the Fund and the Account. Bihua Chen serves as the managing member of Cormorant Global Healthcare GP, LLC and Cormorant Asset Management, LLC. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein. The percentage are based upon their being 42,915,928 issued and outstanding common shares of the Issuer as of Nov. 2, 2016, as reported in the Issuer's report on Form 10-Q filed with the SEC on Nov. 9, 2016. A full-text copy of the regulatory filing is available at: https://is.gd/zGh7hr About Omeros Corp Omeros Corporation is a biopharmaceutical company committed to discovering, developing and commercializing both small-molecule and protein therapeutics for large-market as well as orphan indications targeting inflammation, coagulopathies and disorders of the central nervous system. Omeros reported a net loss of $75.09 million in 2015, a net loss of $73.67 million in 2014 and a net loss of $39.79 million in 2013. As of Sept. 30, 2016, Omeros had $72.76 million in total assets, $95.53 million in total liabilities and a total shareholders' deficit of $22.77 million. Ernst & Young LLP, in Seattle, Washington, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. ONCOBIOLOGICS INC: Has Resale Prospectus of 5.1M Common Shares -------------------------------------------------------------- Oncobiologics, Inc., filed a Form S-1 registration statement with the Securities and Exchange Commission relating to the sale or other disposition from time to time of up to 5,114,747 shares of our common stock, $0.01 par value per share, issued and issuable to Lincoln Park Capital Fund, LLC, the selling stockholder named in this prospectus, also referred to as Lincoln Park. The Company is not selling any shares of common stock under this prospectus and will not receive any of the proceeds from the sale of shares of common stock by the selling stockholder. The shares of common stock being offered by the selling stockholder have been or may be issued pursuant to the purchase agreement dated March 8, 2017, that the Company entered into with Lincoln Park, which we refer to in this prospectus as the Purchase Agreement. The Company's common stock is traded on the NASDAQ Global Market under the symbol "ONS." On March 9, 2017, the closing sale price of the Company's common stock on the NASDAQ Global Market was $2.68 per share. Lincoln Park is an underwriter within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended. A full-text copy of the Form S-1 prospectus is available for free at https://is.gd/IcU1BB About Oncobiologics Oncobiologics, Inc., is a clinical-stage biopharmaceutical company focused on identifying, developing, manufacturing and commercializing complex biosimilar therapeutics. The Cranbury, New Jersey-based Company's current focus is on technically challenging and commercially attractive monoclonal antibodies, or mAbs, in the disease areas of immunology and oncology. Oncobiologics reported a net loss of $53.32 million on $2.97 million of collaboration revenues for the year ended Sept. 30, 2016, compared to a net loss of $48.66 million on $5.21 million of collaboration revenues for the year ended Sept. 30, 2015. As of Sept. 30, 2016, Oncobiologics had $23.70 million in total assets, $28.90 million in total liabilities and a total stockholders' deficit of $5.20 million. KPMG LLP, in Philadelphia, Pennsylvania, issued a "going concern" qualification on the consolidated financial statements for the year ended Sept. 30, 2016, citing that the Company has incurred recurring losses and negative cash flows from operations since inception and has an accumulated deficit at Sept. 30, 2016 of $147.4 million and $4.6 million of indebtedness that is due on demand, which raises substantial doubt about its ability to continue as a going concern. OPUS MANAGEMENT: Rx Pro Taps Carpenter Lipps as Special Counsel --------------------------------------------------------------- An affiliate of Opus Management Group Jackson LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Mississippi to hire Carpenter Lipps & Leland LLP as special counsel. The firm will represent Rx Pro of Mississippi, Inc. in a lawsuit filed by John Kendle in the U.S. District Court for the Southern District of Ohio. Carpenter will replace Organ Cole LLP, which withdrew as special counsel on January 26. The hourly rates charged by the firm range from $290 to $650 for partners, and $190 to $290 for associates. Legal assistants charge $130 per hour. David Beck, Esq., the attorney designated to represent Rx Pro, will be paid an hourly fee of $360. Mr. Beck disclosed in a court filing that he and other members of the firm have no connection with Rx Pro or any of its creditors. The firm can be reached through: David A. Beck, Esq. Carpenter Lipps & Leland LLP 280 North High Street, Suite 1300 Columbus, OH 43215 Tel: (614) 365-4100 About Opus Management Opus Management Group Jackson LLC, et al., sought Chapter 11 protection (Bankr. S.D. Miss. Lead Case No. 16-00297) on February 2, 2016. The Debtors are represented by Thomas M. Hewitt, Esq., at Butler Snow LLP. C.P. Smith & Associates, PLLC serves as the Debtors' accountants and auditors. PALMETTO'S SMOKE: Taps Cooper Law Firm as Legal Counsel ------------------------------------------------------- Palmetto's Smoke House and Oyster Bar LLC seeks approval from the U.S. Bankruptcy Court for the District of South Carolina to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire The Cooper Law Firm to give legal advice regarding its duties under the Bankruptcy Code, prepare a plan of reorganization, and provide other legal services. The hourly rates charged by the firm are: Robert Cooper $295 Associate $195 Paralegals $95 Robert Cooper, Esq., disclosed in a court filing that he and his firm are "disinterested persons" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Robert H. Cooper, Esq. The Cooper Law Firm 150 Milestone Way, Suite B Greenville, SC 29615 Tel: (864) 271-9911 Fax: (864) 232-5236 About Palmetto's Smoke House Headquartered in Clemson, South Carolina, Palmetto's Smoke House and Oyster Bar, LLC, filed for Chapter 11 bankruptcy protection (Bankr. D. S.C. Case No. 17-00649) on Feb. 9, 2017, estimating assets of less than $50,000 and liabilities of less than $1 million. No official committee of unsecured creditors has been appointed in the case. PATRIOT SOLAR: Seeks to Hire Rayman & Knight as Legal Counsel ------------------------------------------------------------- Patriot Solar Group, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Michigan to hire legal counsel. The Debtor proposes to hire Rayman & Knight to give legal advice regarding its duties under the Bankruptcy Code, and provide other legal services related to its Chapter 11 case. The hourly rates charged by the firm are: Steven Rayman $310 Cody Knight $250 Paralegals $125 Cody Knight, Esq., disclosed in a court filing that neither the firm nor its members have any connection with the Debtor or its creditors. The firm can be reached through: Cody H. Knight, Esq. Rayman & Knight 141 East Michigan Avenue, Suite 301 Kalamazoo, MI 49007 Tel: (269) 345-5156 About Patriot Solar Group Patriot Solar Group, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Mich. Case No. 17-00984) on March 6, 2017. The petition was signed by Jeffery J. Mathie, manager. The case is assigned to Judge John T. Gregg. At the time of the filing, the Debtor estimated its assets and liabilities at $1 million to $10 million. PENNSVILLE 8 URBAN: Seeks to Hire Hofmeister as Legal Counsel ------------------------------------------------------------- Pennsville 8 Urban Renewal, LLC seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to hire legal counsel. The Debtor proposes to hire the Law Firm of Brian W. Hofmeister, LLC to give legal advice regarding its duties under the Bankruptcy Code, and provide other legal services related to its Chapter 11 case. Brian Hofmeister, Esq., will charge an hourly rate of $425 for his services while paralegals will charge $195 per hour. Mr. Hofmeister disclosed in a court filing that his firm does not hold or represent any interest adverse to the Debtor's bankruptcy estate, and that it is "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Brian W. Hofmeister, Esq. Law Firm of Brian W. Hofmeister, LLC 3131 Princeton Pike Building 5, Suite 110 Lawrenceville, NJ 08648 Phone: (609) 890-1500 Fax: (609) 890-6961 About Pennsville 8 Urban Renewal Pennsville 8 Urban Renewal, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 17-14388) on March 6, 2017. The petition was signed by William Juliano, managing member, Pennsville 8 Manager, LLC. The case is assigned to Judge Michael B. Kaplan. At the time of the filing, the Debtor estimated its assets and debts at $1 million to $10 million. PERFORMANT FINANCIAL: S&P Lowers CCR to 'B-' on Contract Loss ------------------------------------------------------------- S&P Global Ratings said it lowered its corporate credit rating on Livermore, Calif.-based Performant Financial Corp. to 'B-' from 'B+'. At the same time, S&P lowered the issue ratings on Performant's secured debt to 'B' from 'BB-'. The recovery rating on the debt remains '2', which indicates S&P's expectation for average recovery (70%-90%; rounded estimate: 80%) in the event of a payment default. The ratings on Performant remain on CreditWatch with negative implications. "The downgrade reflects the potential for continued high earnings and cash flow volatility driven by increased customer concentration with the GA following the announcement of the loss of the sizeable DoE contract in December 2016," said S&P Global Ratings credit analyst William Savage. The company is currently protesting the contract loss, but if the company is unable to secure the award, the GA segment will account for about 60% of total revenues with Great Lakes and Pennsylvania Higher Education Assistance Agency (PHEAA) being the company's principal GAs that it serves. S&P intends to resolve the CreditWatch placement over the coming months as it get further information around first quarter results and any potential plans by management to address the refinancing of the company's term loan that matures in March 2018. S&P do not believe that the company will be able to fully repay the estimated $53 million balance and will need to either extend or refinance the remaining debt balance. S&P could lower the rating by multiple notches if the company is unable to refinance its term loan by the end of June. Alternatively, S&P could revise the outlook to stable if the company is able to successfully extend its maturity profile beyond 2018. PETROLEUM KINGS: Seeks to Hire Penachio Malara as Legal Counsel --------------------------------------------------------------- Petroleum Kings, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire legal counsel. The Debtor proposes to hire Penachio Malara LLP to assist in the administration of its Chapter 11 case, assist in reviewing and resolving claims, preparation a bankruptcy plan, and provide other legal services. The hourly rates charged by the firm are: Anne Penachio $450 Frank Malara $325 Paralegals $150 Anne Penachio, Esq., disclosed in a court filing that she and her firm do not represent any interest adverse to the Debtor's bankruptcy estate. The firm can be reached through: Anne Penachio, Esq. Penachio Malara, LLP 235 Main Street, 6th Floor White Plains, NY 10601 Phone: 914-946-2889 Email: FMalara@PMLawLLP.com Email: apenachio@pmlawllp.com About Petroleum Kings LLC Petroleum Kings, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 17-22154) on February 2, 2017. The petition was signed by Asmel Gonzalez, principal. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of less than $50,000. PFO GLOBAL: Committee Taps McCathern as Local Counsel ----------------------------------------------------- The official committee of unsecured creditors of PFO Global, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire a local bankruptcy counsel. The committee proposes to hire McCathern, PLLC to provide these services: (a) provide legal advice regarding the committee's rights, powers and duties; (b) assist the committee in its consultations with PFO Global and its affiliates relative to the administration of the cases; (c) assist in investigating the acts, conduct, assets, liabilities and financial condition of the Debtors, the operation of their business, potential claims, and other matters relevant to the cases; (d) participate in the formulation of a Chapter 11 plan; (e) assist in connection with the sale of estate assets; (f) prepare pleadings in support of positions taken by the committee; (g) represent the committee before the court and advise the committee regarding any pending litigation, hearings, motions, and decisions of the court; and (h) review, analyze and advise the committee concerning all applications, motions, orders, statements of operations and schedules filed with the court by the Debtors or third parties. The hourly rates charged by the firm for the services of its attorneys range from $225 to $550. Legal assistants charge $150 per hour. Eric Van Horn, Esq., the attorney designated to represent the committee, will charge an hourly rate of $395. Mr. Van Horn disclosed in a court filing that his firm does not represent any interest adverse to the committee. The firm can be reached through: Eric M. Van Horn, Esq. McCathern, PLLC Regency Plaza 3710 Rawlins Street, Ste. 1600 Dallas, TX 75219 Tel: (214) 741-2662 Fax: (214) 741-4717 About PFO Global PFO Global, Inc., and each of its affiliates Pro Fit Optix Holding Company, LLC, Pro Fit Optix, Inc., PFO Technologies, LLC, PFO Optima, LLC, and PFO MCO, LLC, filed Chapter 11 petitions (Bankr. N.D. Tex. Lead Case No. 17-30355) on January 31, 2017. The Debtors are represented by Rosa R. Orenstein, Esq. and Nathan M. Nichols, Esq., at Orenstein Law Group, P.C. The Debtors are a consolidated group of companies that operate in the eyewear and lenses industry worldwide. Global owns 100% of the equity interests in Holding. In turn, Holding owns 100% of the equity interests in Optix, Technologies, Optima and MCO. On February 21, 2017, the Office of the U.S. Trustee formed an official committee of unsecured creditors. PFO GLOBAL: Seeks to Sell All Assets to Hillair for $7.5 Million ---------------------------------------------------------------- BankruptcyData.com reported that PFO Global filed with the U.S. Bankruptcy Court a motion for an order approving an asset purchase agreement; authorizing the sale of substantially all assets of the Debtor free and clear of all liens, claims, encumbrances and other interests and authorizing the Debtor to consummate all related transactions. Hillair is the stalking horse bidder, and the purchase price is $7,500,000 (in the form of a credit bid of the purchaser's existing secured debt plus any D.I.P. loan advances) plus assumed liabilities. The motion explains, "After considering the status of the Debtors' operations, the lack of funds with which to operate other than funds provided by the Hillair Facility, and all other relevant factors, including the competition in the industry, Debtors' management has concluded that it is in the best interest of Debtors' bankruptcy estates and their creditors to sell substantially all their assets pursuant to a proposed bidding procedure. The Debtors have entered into, subject to higher and better offers, and approval of the Bankruptcy Court, a Term Sheet with Hillair. The Debtors propose to solicit bids, conduct an auction and have the Sale approved on the following time line: the deadline to submit Qualified Bids shall be March 20, 2017; if one or more Qualified Bids is received, the Debtor will conduct the Auction on March 27, 2017; and the Sale Hearing, to approve the results of the Auction, will be on April 3, 2017. The Debtors will use their best efforts to secure offers for both a going concern sale and a liquidation sale or sales of the Debtor's assets, in order to maintain maximum optionality and maximize value. Any single bid or a combination of bids, individually or in the aggregate, for the Debtors assets must exceed any going concern bid by $270,000." About PFO Global PFO Global, Inc., and each of its affiliates Pro Fit Optix Holding Company, LLC, Pro Fit Optix, Inc., PFO Technologies, LLC, PFO Optima, LLC, and PFO MCO, LLC, filed Chapter 11 petitions (Bankr. N.D. Tex. Lead Case No. 17-30355) on January 31, 2017. The petitions were signed by Matt Cevasco, chief executive officer. The Debtors are a consolidated group of companies that operate in the eyewear and lenses industry worldwide. Global owns 100% of the equity interests in Holding. In turn, Holding owns 100% of the equity interests in Optix, Technologies, Optima and MCO. The Debtors had consolidated total assets of $1.75 million and consolidated total debts of $30.96 million as of September 30, 2016. The Debtors employed Orenstein Law Group, P.C. as legal counsel; Haynes and Boone, LLP, as special corporate and securities law counsel; and Mahesh Shetty as principal financial officer. On February 23, 2017, the Office of the U.S. Trustee filed an amended notice, appointing a three-member official unsecured creditors committee for Debtors PFO Global, Inc. and Pro-Fit Optix Inc. Shraiberg, Ferrara, Landau & Page, P.A. serves as the Committee's legal counsel. PINNACLE OPERATING: S&P Lowers CCR to 'SD' on Completed Offer ------------------------------------------------------------- S&P Global Ratings lowered its corporate credit rating on Colorado-based Pinnacle Operating Corp. to 'SD' from 'CC'. S&P also lowered the issue-level rating on the company's senior secured second-lien notes due 2020 to 'D' from 'CC'. The recovery rating on the notes remains '6', indicating S&P's expectation of negligible (0%-10% range; rounded estimate 0%) recovery in the event of a default. The 'CCC' issue-level and '4' recovery ratings on the first-lien term loan are unchanged. The '4' recovery rating indicates average (30% to 50%; rounded estimate 45%) recovery in the event of default. "The downgrade follows Pinnacle's announcement that it has completed an exchange offer to existing holders of its senior secured second-lien notes due 2020 partially for new 1.5-lien notes due in 2023 and partially for preferred stock," said S&P Global Ratings credit analyst Allison L Schroeder. S&P views the tender for the 2020 notes as distressed because participating note holders will receive less than the original promise since the preferred stock will payment in kind (PIK) at 3%. S&P expects to review the corporate credit and issue-level ratings in a timely manner, as well as to assign ratings to new debt, to reflect ongoing default risk. PRESIDENTIAL FUNERAL: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Presidential Funeral Homes of Arkansas Inc. as of March 13, according to a court docket. Presidential Funeral Homes of Arkansas Inc., filed a Chapter 11 bankruptcy petition (Bankr. E.D. Ark. Case No. 17-10314) on Jan. 19, 2017, disclosing under $1 million in both assets and liabilities. Kevin P. Keech, Esq., at Keech Law Firm, PA serves as its counsel. The Debtor hired Snow Tax and Business Services as its accountant. PUERTO RICO: Creditors Urge Extension of Fiscal Plan Deadline ------------------------------------------------------------- The American Bankruptcy Institute, citing Nick Brown of Reuters, reported that a group holding more than $10 billion of Puerto Rican debt wants the island's federally appointed financial oversight board to postpone the deadline to approve a fiscal turnaround plan for Puerto Rico, saying the U.S. territory's creditors should have input on the plan. According to the report, a bondholder group led by OppenheimerFunds and Franklin Advisers, which hold debt across a wide swath of Puerto Rican credits, made the request to the board in a letter made public, ahead of the board's scheduled public meeting in New York. "An extension would ... allow Puerto Rico and the oversight board to work with Puerto Rico's key stakeholders to develop a fiscal plan that makes sense to all the parties," the group said, the report related. The turnaround plan, a requirement of the Puerto Rico rescue law known as PROMESA, must be submitted by Governor Ricardo Rossello and approved by the seven-member board in charge of managing the island's finances, the report further related. The plan is meant to serve as the basis for looming restructuring talks with holders of Puerto Rico's $70 billion in debt, the report said. So far, Rossello and the board have disagreed about what the blueprint should look like, with the board saying an initial draft by Rossello relied on overly optimistic revenue and growth projections, the report added. The draft increased 10-year cash flows by $33.8 billion, through spending cuts and new revenues, and contemplated $1.2 billion a year in debt service -- only 30 percent of what it owes next fiscal year, the report said. PYJKE COMPANY: Taps Michael Jay Berger as Legal Counsel ------------------------------------------------------- PYJKE Company One, 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 Michael Jay Berger to give legal advice regarding its duties under the Bankruptcy Code, review proofs of claim, assist in the preparation of a bankruptcy plan, and provide other legal services. The hourly rates charged by the firm are: Michael Jay Berger $525 Senior Associate Attorneys $400 Mid-Level Associate Attorneys $395 Junior Associate Attorneys $265 Paralegals/Law Clerks $200 Michael Jay Berger, Esq., disclosed in a court filing that his firm does not hold or represent any interest adverse to the Debtor's bankruptcy estate and creditors. The firm can be reached through: Michael Jay Berger, Esq. Law Offices of Michael Jay Berger 9454 Wilshire Blvd. 6th Floor Beverly Hills, CA 90212-2929 Tel: 310-271-6223 Fax: 310-271-9805 Email: michael.berger@bankruptcypower.com About PYJKE Company One Based in Villa Park, California, PYJKE Company One, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 17-10812) on March 3, 2017. The petition was signed by Bret Mosher, president, managing member of PYJKE. The case is assigned to Judge Catherine E. Bauer. At the time of the filing, the Debtor estimated its assets and liabilities at $1 million to $10 million. QUALITY FLOAT: Asks Court to Set Combined Plan, Disclosures Hearing ------------------------------------------------------------------- Quality Float Works, Inc., filed a motion asking the U.S. Bankruptcy Court for the Northern District of Illinois to set combined hearing on the adequacy of its amended disclosure statement and confirmation of its plan of reorganization, dated Feb. 23, 2017. The Troubled Company Reporter previously reported that the latest plan proposes to pay Class 3 general unsecured creditors 25% of their allowed claims pro rata on a quarterly basis for five years. A full-text copy of the first amended disclosure statement is available for free at: https://is.gd/pLGerc About Quality Float Works Quality Float Works, Inc., manufactures valves and floats used for level liquid controls. Quality Float Works, Inc. filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 16-25753) on Aug. 11, 2016. The petition was signed by Jason Speer, president. Judge Deborah L. Thorne presides over the case. At the time of filing, the Debtor disclosed total assets at $481,533 and total liabilities at $1.32 million. The Debtor is represented by Robert R. Benjamin, Esq. at Golan & Christie LLP. The Debtor employs Jim Donenberg and Warady & Davis LLP as accountants. On January 20, 2017, the Debtor filed its Chapter 11 plan of reorganization and disclosure statement. QUECHAN INDIAN TRIBE: Fitch Affirms B- IDR; Outlook Positive ------------------------------------------------------------ Fitch Ratings has affirmed Quechan Indian Tribe's Issuer Default Rating (IDR) at 'B-'. In addition, Fitch has affirmed Quechan's approximately $30 million in outstanding tribal economic development bonds (TED bonds) due 2025 at 'B+/RR2' and $30 million in governmental project bonds (general obligation [GO] bonds) at 'B-/RR4'. The Rating Outlook is Positive. The tribe also has a credit facility that ranks pari passu to the TED bonds, which Fitch does not rate, that is comprised of a $102 million term loan and a $5 million revolver. KEY RATING DRIVERS The Positive Outlook reflects Fitch's expectations that Quechan's leverage metrics will decline below Fitch's thresholds for a 'B' IDR within the next 12-24 months. Quechan has deleveraged over the last two years, primarily due to the heavy amortization of the term loan. Quechan's casino enterprise's debt/EBITDA and EBITDA/debt service ratios for the latest 12-month (LTM) period ending Dec. 31, 2016 are 2.5x and 1.9x, respectively, or 3.3x and 1.7x when including the tribe's GO bonds. Fitch will look for leverage through the GO bonds to sustain below 3.5x before considering an upgrade. The operating environment in the Yuma, AZ metropolitan statistical area (MSA) remains challenging, though unemployment has been slowly declining. Liquidity at the tribal level is adequate and cash & short-term investment balances provide for approximately seven months of estimated governmental services, including per capita payments. Available liquidity on the casino side is minimal but adequate for operating needs when taking into account the healthy free cash flow (FCF) at the casino enterprise before distributions to the tribe, which are restrained by the credit facility covenants. Quechan's nearest maturity is the revolver amount outstanding and term loan balloon payment in 2018; however, the tribe has paid down a significant portion of the term loan thanks to the aggressive amortization schedule. Principal payments on the TED and GO bonds ramp up in 2018 (TED bonds amortization begins in 2017). While Fitch forecasts Quechan's liquidity to remain stable, there is little headroom for deterioration in casino operating performance in terms of the casino transfers being able to cover the tribe's governmental budget. The tribal council has exhibited a level of turnover over the past two years; however, the current IDR reflects the potential for tribal council volatility. The current leadership appears to hold the prior leadership's commitment to maintaining its liquidity and prudent government spending. TRANSACTION RATINGS Fitch views the prospects for the TED bonds in terms of probability of default and recovery in case of default as distinctly better relative to the GO bonds. This is because the TED bonds are backed by casino revenues, whereas the GO bonds are not. The revenue pledge is strengthened by a trustee-controlled flow of funds that ensures the bond debt service is paid prior to any tribal distribution. The flow of funds is sprung if coverage falls below 1.65x. As of Dec. 31, 2016, coverage of debt service was at 1.9x. (There are no cross default provisions between casino revenue backed debt and the GO bonds). The tribal credit profile is still factored into the TED bond ratings, since significant distress on the tribal side may potentially force the TED bondholders or lenders to make concessions to allow the tribe to maintain critical governmental services. The tribe does maintain a debt service reserve fund for the benefit of the GO bonds. KEY ASSUMPTIONS Fitch's key assumptions within its rating case for the issuer include: -- Fitch projects low single-digit revenue declines reflecting continued weakness in the Yuma, AZ operating environment. -- EBITDA margin remains steady as more efficient cost strategy is implemented. -- No new debt issued and term loan repayment through the scheduled amortization payments. -- Tribal distribution levels consistent with the past few years and relatively low amounts of casino capital expenditures. RATING SENSITIVITIES Positive: Future developments that in some combination could lead to positive rating actions include: -- Casino level debt/EBITDA declining and remaining below 3x and 3.5x including the GO bonds; -- Tribe maintaining prudent fiscal management practices (i.e. adjusting governmental spending to match casino distributions and other revenue sources); -- Quechan maintaining or increasing tribal cash reserves. Negative: Future developments that in some combination could lead to negative rating action include: -- A depletion of tribal reserves as a result of the tribe deviating from prudent fiscal management, such that governmental expenses (including per cap payments) are not commensurate with the casinos' cash flow generation and debt service obligations; -- Casino level debt/EBITDA ratio exceeding 4.0x (4.5x with GO bonds) for an extended period of time. CRITERIA VARIATION Fitch utilizes the 'Recovery Ratings and Notching Criteria for Non-Financial Corporate Issuers' criteria to derive Quechan's transaction specific ratings, which states that a cap of 'RR3' is applied for the Native American gaming sector in the U.S. Fitch is identifying a variation of this criteria substantiated by the strong recovery prospects for the TED bonds, in which the TED bonds are notched above the cap. Separately, given the unique recovery prospects for the GO bonds, the GO bonds are adjusted to be on par with the IDR, which is also identified as a criteria variation. FULL LIST OF RATING ACTIONS Fitch has affirmed the following ratings: Quechan Indian Tribe -- Long-Term IDR at 'B-'; Positive Outlook; -- Tribal economic development bonds at 'B+/RR2'; -- Governmental project bonds at 'B-/RR4'. REES ASSOCIATES: U.S. Trustee Forms 3-Member Committee ------------------------------------------------------ The U.S. Trustee for Region 12 on March 13 appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Rees Associates, Inc. The committee members are: (1) RR Donnelley c/o Robert Larsen 4101 Winfield Road Warrenville, IL 60555 Phone: (630) 322-6006 Fax: (630 322-6893 Email: Robert.a.larsen@rrd.com (2) Packaging Distribution Services, Inc. c/o Bob Buising, Jr. P.O. Box 1284 Des Moines, IA 50305 Phone: (515) 422-5889 Fax: (515) 883-2044 Email: BobB@pdspack.com (3) Integrity Printing c/o John Dalby 1923 NW 92nd Court Clive, IA 50325 Phone: (515) 288-2980 Fax: (515) 288-2983 Email: Johnd@integrityprintdsm.com Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About Rees Associates Inc. Based in Des Moines, Iowa, Rees Associates, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S. D. Iowa Case No. 17-00273) on February 27, 2017. The petition was signed by Stephen D. Lundstrom, president. The Debtor is represented by Jeffrey D. Goetz, Esq., at Bradshaw Fowler Proctor & Fairgrave P.C. At the time of the filing, the Debtor disclosed $6.43 million in assets and $3.58 million in liabilities. REGATTA CONSTRUCTION: NSB to be Paid in Full at 4% Over 20 Years ---------------------------------------------------------------- Regatta Construction, Inc., and Regatta Property Management, LLC, filed with the U.S. Bankruptcy Court for the District of Massachusetts a disclosure statement with respect to their first amended joint plan of reorganization, dated Feb. 28, 2017. Under the amended plan, Class 1 consists of the Allowed Secured Claim of North Shore Bank in the Regatta Property Estate in the amount of $248,935.43. The Regatta Property NSB Claim is secured by a first priority mortgage Salem Property owned by Regatta Property. The Regatta Property NSB Claim is also secured by an Assignment of Leases and Rents as it relates to the Salem Property. The Regatta Property NSB Claim shall be fully settled and satisfied by the payment of the entire outstanding balance due and owing as of the Effective Date as hereinafter modified. The Regatta Property NSB Claim shall be fully settled and satisfied by the payment of the Regatta Property NSB Claim together with interest thereon at a rate equal to 4% percent per annum in 240 monthly payments of combined principal and interest in the amount of $1,515.99, except the last payment which shall be in the amount of the remaining balance, with such payments commencing on the Effective Date. In all other respects, the NSB Loan Agreements shall remain unchanged. NSB shall retain its first priority mortgage on the Salem Property, and the Assignment of Leases and Rents until such time as Regatta Property NSB Claim has been paid in full. This class is impaired under the plan. The previous plan provides that the Allowed Secured Claim of the North Shore Bank is only $182,693. It also stated that the entire outstanding balance due and owing to NSB as of the Effective Date shall be paid in equal monthly installments of principal and interest, in arrears, with interest at 4% per annum, amortized and paid over a period of 20 years following the Effective Date. Class 3 consists of the Allowed Secured Claim of NSB against Regatta Construction. NSB holds a first priority lien on all of the personal property assets of the debtor, Regatta Construction, Inc. The total amount owed to NSB as of the Petition Date pursuant to the loan agreement entered into by the Regatta Construction, Inc. and NSB is approximately $317,094.98. Pursuant to 11 U.S.C. §506(a) and Federal Bankruptcy Rule 3012, the Allowed Secured Claim of NSB in the personal property assets of Regatta Construction shall be determined at $124,020.03. The Allowed Secured Claim of NSB in the personal property assets of Regatta Construction was previously determined at $73,400. The Regatta Construction NSB Claim shall be fully settled and satisfied by the payment of the Regatta Construction NSB Claim together with interest thereon at a rate equal to 4% per annum in 240 monthly payments of combined principal and interest in the amount of $755.22, except for the last payment which shall be in the amount of the remaining balance with such payments commencing in the Effective Date. NSB shall retain its first priority lien on the personal property assets of Regatta Construction until such time as its Allowed Secured Claim has been paid in full. This class is impaired. The Debtors will fund the Plan from post-petition earnings generated from the Debtors' business operations, as well as from a $10,000 cash infusion to be made by Christian Tosi, the Debtors' principal. The cash infusion, together with funds accumulated by the Debtors post-petition earnings, will be used to fund the Plan at confirmation. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/mab16-11885-120.pdf About Regatta Construction Regatta Construction, Inc. and Regatta Property Management, LLC filed for Chapter 11 protection (Bankr. D. Mass. Case Nos. 16-11885 and 16-11886) on May 18, 2016. The petitions were signed by Christian Tosi, president of Regatta Construction. Judge Frank J. Bailey presides over the case. The Debtor is represented by George J. Nader, Esq., at Riley & Dever, P.C. The Debtor estimated assets of $1 million to $10 million and liabilities of less than $50,000. RENNOVA HEALTH: Regains Compliance With Nasdaq Bid Price Rule ------------------------------------------------------------- Rennova Health, Inc., announced that on March 9, 2017, it received a letter from The NASDAQ Stock Market LLC notifying the Company that it has regained compliance with the Nasdaq Capital Market's minimum bid price continued listing requirement. The letter noted that the Company evidenced a closing bid price of its common stock in excess of the $1.00 minimum requirement for 10 consecutive trading days from Feb. 23 to March 8, 2017. Accordingly, the Company has regained compliance with Nasdaq Marketplace Rule 5550(a)(2) and NASDAQ considers the matter closed. About Rennova Rennova Health, Inc., is a vertically integrated provider of a suite of healthcare related products and services. Its principal lines of business are diagnostic laboratory services, and supportive software solutions and decision support and informatics operations services. The Company reported a net loss attributable to the Company's common shareholders of $36.4 million for the year ended Dec. 31, 2015, following net income attributable to the Company's common shareholders of $2.81 million for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Rennova Health had $10.19 million in total assets, $20.23 million in total liabilities and a total stockholders' deficit of $10.03 million. The Company said in its annual report for the year ended Dec. 31, 2015, that "Although our financial statements have been prepared on a going concern basis, we have recently accumulated significant losses and have negative cash flows from operations, which raise substantial doubt about our ability to continue as a going concern. "If we are unable to improve our liquidity position we may not be able to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result if we are unable to continue as a going concern and, therefore, be required to realize our assets and discharge our liabilities other than in the normal course of business which could cause investors to suffer the loss of all or a substantial portion of their investment." RESTORE HOLDINGS: U.S. Trustee Asks Court to Deny Disclosures ------------------------------------------------------------- U.S. Trustee, Patrick S. Layng, objects to the proposed disclosure statement filed by Restore Holdings, LLC. In January of 2015, BMO Harris Bank, N.A. provided loans totaling $6.7 million to the Debtors, cross-collateralized by all, or nearly all, of the Debtors' assets. Upon information and belief, BMO's claim represents approximately 90% of the claims against the Debtors' estates. Prior to filing bankruptcy, the Debtors made numerous intercompany transfers of funds. The Debtors asserted that these transfers did not require permission of the Court because they were made in the ordinary course of business. On July 21, 2016, BMO asked the Bankruptcy Court for derivative standing to pursue and defend claims on behalf of the Debtors in an adversary proceeding which BMO filed that same day. While BMO's request for derivative standing was still pending with the Bankruptcy Court, BMO entered into mediation with the Debtors' insurance company (Chubb) and other parties in interest. The result of that mediation is a settlement agreement executed by two of the Debtors, Restore Holdings and Restore Health Pharmacy, LLC; Wanderer; two of Restore Holding's other officers; and Chubb. The U.S. Trustee complains that the proposed disclosure statement filed by Restore Holdings lacks several crucial pieces of information necessary for a creditor to make an informed decisions whether to accept or reject the proposed plan. The Disclosure Statement does not clearly state whether the Settlement proceeds are subject to BMO’s security interests or other liens. The disclosure statement should provide a better explanation of the multi-faceted settlement so that creditors don't have to drill down through the 11-page settlement agreement which is attached to the proposed plan. There are several provisions that are not fully addressed in the disclosure statement, including possible payment from Wanderer to BMO, payments coming from TCS accounts receivable, amount of the refunds from professional fee retainers being paid to Restore Holdings, how the settlement affects each of the Debtors' estates, and why this is a fair settlement for the creditors of each Debtor’s estate. The disclosure statement also does not provide holders of general unsecured claims, other than BMO, with even a rough estimate as to what percentage of their claims will be paid. Without knowing whether or how BMO's claim is being allocated between the Debtors' estates or an estimate of the non-BMO claims against Restore Holdings, the average creditor is unlikely to be able to walk through the various calculations required to determine an estimate. The disclosure statement should include a chart showing the Debtor's best estimate of how the settlement proceeds will be distributed under the plan. Thus, the U.S. Trustee requests that the court: a. Deny approval of the Disclosure Statement filed by Restore Holdings, LLC, in its current format; b. Require Restore Holdings, LLC to file an amended disclosure statement adequately addressing all issues raised in this objection; and c. Grant any other relief as this Court deems appropriate. Attorney for the U.S. Trustee: Mary R. Jensen Office of the U.S. Trustee Attorney for the U.S. Trustee 780 Regent St., Suite 304 Madison, WI 53715 (608) 210-5649 About Restore Holdings Restore Holdings, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W. D. Wis. Case No. 15-14103) on November 16, 2015. The petition was signed by Matthew J. Wanderer, manager. The case is jointly administered with the Chapter 11 case of Restore Health Pharmacy, LLC, a subsidiary. 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 was incorporated in 2009 as Biodermal Labs, LLC, with Matthew Wanderer as its sole initial member. It changed its name to Restore Holdings, LLC, and in 2011 set up a subsidiary, Restore Health Pharmacy, LLC, that acquired the assets of Madison Pharmacy Associates. In 2013, the Debtor acquired Belvidere Labs, LLC of Highland Park, New Jersey, and in 2014, it acquired TCS Labs, LLC of St. Petersburg, Florida. RGIS HOLDINGS: S&P Puts 'CCC+' CCR on CreditWatch Positive ---------------------------------------------------------- S&P Global Ratings placed its 'CCC+' corporate credit rating on Auburn Hills, Mich.-based RGIS Holdings LLC on CreditWatch with positive implications. RGIS Holdings announced its intention to refinance its $525 million term loan C ($507 million outstanding) maturing in October 2017 with a new $460 million senior secured first-lien term loan and $72 million cash on hand. S&P believes this would improve the company's liquidity position as it addresses its upcoming maturity. At the same time, S&P assigned its 'CCC+' issue-level rating on the company's proposed $460 million senior secured first-lien term loan and $35 million senior secured revolver. The recovery rating is '3', indicating S&P's expectation for meaningful (50% to 70%, rounded estimate 50%) recovery in the event of a payment default. S&P also placed the issue-level ratings on CreditWatch with positive implications. S&P expects to withdraw the issue-level ratings on RGIS' existing term loan and revolver once the transaction closes and the facilities have been repaid. S&P estimates that as of Dec. 31, 2016, RGIS had about $507 million in reported debt outstanding. Pro forma for this refinancing, S&P estimates that the company will have $460 million in reported debt outstanding. The proposed credit facility ratings are based on preliminary terms and are subject to review upon receipt of final documentation. "The CreditWatch positive placement reflects our view that following the completion of the refinancing transaction as currently described, RGIS will have an improved debt maturity profile and adequate liquidity," said S&P Global Ratings credit analyst Brennan Clark. S&P believes credit metrics will also improve given the company will repay some of the debt with cash on hand. Pro forma for the transaction, S&P expects debt to EBITDA to improve to the mid-13x area from the high-13x area (or low-5x area from the high-5x area, excluding paid-in-kind [PIK] preferred equity) and EBITDA cash interest coverage in the low-2x area. If the transaction is completed according to the terms presented to S&P, it will resolve its CreditWatch and raise its corporate credit rating to 'B-' from 'CCC+'. The outlook would likely be stable, reflecting S&P's view that operating performance will remain steady, with modestly improved, albeit still weak, credit metrics, and still meaningful positive free cash flow generation. S&P's ratings continue to incorporate RGIS' weak position because of its heavy reliance on U.S. retail customers and its narrow business focus in inventory services and data collection. RGIS provides services directly to brick and mortar retailers, a sector that has been underperforming given weak store traffic trends and share gains by e-commerce-based retailers. S&P expects RGIS will remain dependent on retailer performance and that limited inventory expansion and consolidation among U.S. retailers will limit the company's domestic growth prospects. The company has been able to raise prices, win new business, and modestly grow revenues and EBITDA over the last few quarters; S&P believes the EBITDA improvement is primarily attributable to operating missteps by its struggling top competitor and productivity initiatives. S&P believes RGIS will continue to win business away from competition at modestly better pricing over the next year. However, there is a risk that competition could intensify due to nominal organic growth opportunities in the U.S., limiting the company's ability to pass on rising labor costs, potentially resulting in further pricing pressure and/or lost customers. S&P intends to resolve the CreditWatch listing when RGIS completes the refinancing transaction. At that time S&P expects to raise the corporate credit rating and proposed senior secured facilities ratings to 'B-' from 'CCC+' based upon terms of the currently proposed transaction and remove the rating from CreditWatch. If the company does not complete the proposed refinancing as currently described, S&P would withdraw the new issue-level ratings for the proposed financing and reevaluate the CreditWatch listing given the large pending debt maturity on its existing term loan facility. RP BROADCASTING: Creditors Seek Appointment of Ch. 11 Trustee ------------------------------------------------------------- Chaparral Broadcasting, Inc., a secured creditor of RP Broadcasting Idaho, LLC, and unsecured creditors, American Towers, LLC, Hailey Hotel, LLC, and Great Western Lodging, Inc., ask the U.S. Bankruptcy Court for the District of Utah to enter an order directing the appointment of a Chapter 11 Trustee for the Debtor. The Creditors seek for the immediate appointment of an independent, impartial and qualified Chapter 11 Trustee to protect the going concern value of the Debtor's radio station businesses and the Debtor's Chapter 11 bankruptcy estate, until they can be sold or reorganized through court-approved sale or a plan of confirmation. The Creditors assert that cause exists to appoint a Chapter 11 trustee because of the Debtor's (a) conflicts of interest, (b) incompetence, (b) gross mismanagement, (c) a substantial and continuing loss to or diminution of the estate and the absence of a reasonable likelihood of rehabilitation, and (d) the Debtor's failure to file a disclosure statement and a plan within the exclusive period fixed by Section 1121 of the Bankruptcy Code. American Towers is represented by: Mona L. Burton, Esq. Sherilyn A. Olsen, Esq. Ellen E. Ostrow, Esq. HOLLAND & HART LLP 222 S. Main Street, Suite 2200 Salt Lake City, UT 84101 Tel.: (801) 799-5800 Fax: (801) 799-5700 E-Mail: solsen@hollandhart.com mburton@hollandhart.com eeostrow@hollandhart.com Chaparral Broadcasting, Hailey Hotel, and Great Western are represented by: George Hofmann, Esq. Matthew M. Boley, Esq. Adam H. Reiser, Esq. COHNE KINGHORN, P.C. 111 East Broadway, 11th Floor Salt Lake City, UT 84111 Tel.: (801) 363-4300 E-Mail: mboley@cohnekinghorn.com About RP Broadcasting Idaho RP Broadcasting Idaho, LLC, filed a chapter 11 petition (Bankr. D. Utah Case No. 16-28578) on Sept. 28, 2016. The petition was signed by Richard O. Mecham, president and CEO. The Debtor is represented by Penrod W. Keith, Esq., at Durham Jones & Pinegar, P.C. The Debtor estimated assets and liabilities at $1 million to $10 million at the time of the filing. SAMMY ELJAMAL: DOJ Watchdog Seeks Ch. 11 Trustee Appointment ------------------------------------------------------------ The United States Trustee for Region 2 filed a Memorandum with the U.S. Bankruptcy Court for the Southern District of New York in support of his motion seeking an Order directing the U.S. Trustee to appoint a Chapter 11 Trustee for Sammy ElJamal. The Debtor has numerous interests in businesses primarily engaged in the sale of gasoline and the operating of gas stations. According to the U.S. Trustee, the different constituents of the case -- the Debtor, the official committee of unsecured creditors, the individual creditors and the equity holders -- are hopelessly at odds, do not trust each other, and in fact, have been unable to reach resolution of their different positions despite having undergone mediation with two different mediators. The U.S. Trustee adds that the Debtor has asserted that the Committee -- which currently consists of two creditors -- is controlled by one of those two creditors whose principal uses non Debtor entities in which the Debtor has a 50% interest, in an improper manner solely to the detriment of the Debtor. These activities include (i) selling non-Debtor assets without providing the Debtor a right of first refusal in apparent violation of the company's operating agreement, and (ii) using the assets of these non-debtor entities to both litigate against the Debtor and to fund a plan to divest the Debtor of his interests in the non-debtor entity. The Debtor also asserts that the other Committee member failed to disclose material information concerning his agreement with a non-debtor entity and its managing member for the payment of his counsel fees by a non-debtor entity. Moreover, the Committee asserts that the Debtor, who prepetition filed a false police report giving rise to the claim held by his largest creditor, has perjured himself under oath, used his management company to funnel unreported funds to himself, made fraudulent transfers to his wife, attempt to institute false divorce proceedings against his spouse in order to shield assets from creditors, failed to disclose all of his assets, and hired a private detective to harass Committee members. Therefore, the appointment of an independent fiduciary to both move the case forward in a fair and transparent manner and to investigate the actions by the Committee and its members is in the best interest of the estate and its creditors, the U.S. Trustee asserts. The Chapter 11 bankruptcy case is In re: Sammy Eljamal (Bankr. S.D. N.Y. Case No. 15-22872). SCRIPSAMERICA INC: Case Converted to Chapter 7 Proceeding --------------------------------------------------------- BankruptcyData.com reported that the U.S. Bankruptcy Court issued an order (with revisions made by the Court) approving the motion of the U.S. Trustee assigned to the ScripsAmerica case to convert the Company's Chapter 11 reorganization to a liquidation under Chapter 7. The order states, "The Court finds that grounds exist to convert the Chapter 11 case to a case under Chapter 7 pursuant to 11 U.S.C. section 1112(b) . . . . The Debtor shall: Forthwith turn over to the Chapter 7 trustee all records and property of the estates under their custody and control as required by Federal Rule of Bankruptcy Procedure (FRBP) 1019 (4) and within 15 days of the date of the Order file a schedule of unpaid debts incurred after commencement of the superseded cases including the name and address of each creditor, as required by FRBP 1019 (5)." As previously reported, the Trustee sought the conversion order on the following grounds: "The debtor-in-possession has concluded its sale efforts, with meager results, and the extensive administrative expenses being incurred in the case far exceed the sale proceeds." About ScripsAmerica ScripsAmerica, Inc., filed a Chapter 11 petition (Bankr. D. Del. Case No. 16-11991) on Sept. 7, 2016. The petition was signed by Jeffrey J. Andrews, chief financial officer. At the time of filing, the Debtor had $600,000 in total assets and $4.65 million in total debt. Ciardi Ciardi & Astin has been tapped as bankruptcy counsel, Equity Partners HG LLC as investment banker, and Bederson LLP as accountant. In November 2016, the U.S. Trustee appointed a two-member official unsecured creditors committee in the case. The Committee tapped Bayard P.A. was tapped as counsel and EisnerAmper LLP as financial advisor. However, on January 13, 2017, the U.S. Trustee disbanded the Committee on the Debtor's request. On January 16, 2017, the Debtor filed a plan of liquidation, a copy of which is available at: http://bankrupt.com/misc/deb16-11991-156.pdfv SEMLER SCIENTIFIC: Reports $220,000 Net Loss for Fourth Quarter --------------------------------------------------------------- Semler Scientific, Inc., reported a net loss of $220,000 on $2.31 million of revenue for the three months ended Dec. 31, 2016, compared to a net loss of $4.20 million on $2.93 million of revenue for the three months ended Dec. 31, 2015. For the year ended Dec. 31, 2016, the Company recognized a net loss of $2.55 million on $7.43 million of revenue compared to a net loss of $8.50 million on $7 million of revenue for the year ended Dec. 31, 2015. The Company's balance sheet at Dec. 31, 2016, showed $3.07 million in total assets, $5.99 million in total liabilities and a stockholders' deficit of $2.91 million. As of Dec. 31, 2016, Semler had cash of $622,000, an increase of $217,000, compared to $405,000 at Dec. 31, 2015. "During the fourth quarter, we continued to increase the market penetration of our QuantaFlo product, which we believe is due to the clinical benefits associated with its use," said Doug Murphy-Chutorian, M.D., chief executive officer of Semler. "Our financial goal in 2017 is to generate cash from operating activities by growing revenue, controlling expenses while at the same time minimizing stockholder dilution," he added. The major accomplishments of 2016 were as follows: 1) Increased the established base of QuantaFlo installations 2) Migrated customers to QuantaFlo from its lower-priced predecessor product 3) Contracted with home risk assessment companies to use QuantaFlo in order to enhance their wellness services In 2017, revenue from QuantaFlo is expected to continue to grow due to an increasing number of installations, higher average pricing as compared to its predecessor product, and the recurring revenue business model. In 2017, as in the second half of 2016, Semler prefers to work as a secondary vendor to its HRA customers rather than be a primary vendor for its WellChec business. WellChec was responsible for both substantial revenue growth and associated start-up costs in 2015. By focusing on its QuantaFlo business and being a secondary vendor for wellness services, Semler intends to better leverage capital, have lower financial risk and require less operational expertise, while potentially having a higher margin business. "We continue to grow QuantaFlo revenue and to reduce our net operating loss as we near profitability," said Dr. Murphy-Chutorian. "Our immediate objective is to become the standard of care for testing to identify patients at risk for heart attacks and strokes to enable better preventive medical care," he added. A full-text copy of the press release is available for free at: https://is.gd/AHjWA7 About Semler Scientific Semler Scientific, Inc., provides diagnostic and testing services to healthcare insurers and physician groups. The Portland, Oregon-based Company develops, manufactures and markets proprietary products and services that assist healthcare providers in evaluating and treating chronic diseases. Semler Scientific reported a net loss attributable to common stockholders of $8.50 million on $7 million of total revenue for the year ended Dec. 31, 2015, compared to a net loss attributable to common stockholders of $4.51 million on $3.63 million of total revenue for the year ended Dec. 31, 2014. BDO USA, LLP, 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 negative working capital, a deficit in stockholders' equity, recurring losses from operations and expects continuing future losses that raise substantial doubt about its ability to continue as a going concern. SILO CITY: Hires Daniells Phillips as Accountants ------------------------------------------------- Silo City, Inc. seeks authorization from the U.S. Bankruptcy Court for the Eastern District of California to employ Daniells, Phillips, Vaughan & Bock as accountants, effective January 25, 2017. The services to be provided by Daniells Phillips will include, but not limited to, the preparation of income tax returns for 2015 and 2016 and assisting the Debtor with monthly operating reports. Daniells Phillips will be paid at these hourly rates: Partners $285 Manager $230 Supervisors $130 Staff $65-$100 Clerical $60 Daniells Phillips will also be reimbursed for reasonable out-of-pocket expenses incurred. James Bock of Daniells Phillips 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. Daniells Phillips can be reached at: James Bock DANIELLS PHILLIPS VAUGHAN & BOCK 300 New Stine Road Bakersfield, CA 93309 Tel: (661) 834-7411 Fax: (661) 834-4839 About Silo City Inc Silo City, Inc. fdba Sun Coast Materials Co., a California corporation, based in Bakersfield, Calif., filed a Chapter 11 petition (Bankr. E.D. Calif. Case No. 17-10238) on January 25, 2017. The Hon. Rene Lastreto II presides over the case. Jacob L. Eaton, at Klein, Denatale, Goldner, Cooper, Rosenleib & Kimball, LLP, serves as bankruptcy counsel to the Debtor. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Michael Clift, president. A list of the Debtor's 17 largest unsecured creditors is available for free at http://bankrupt.com/misc/cacb17-10238.pdf SILO CITY: Hires Klein DeNatale as General Insolvency Counsel ------------------------------------------------------------- Silo City, Inc. seeks authorization from the U.S. Bankruptcy Court for the Eastern District of California to employ Klein, DeNatale, Goldner, Cooper, Rosenlieb & Kimball, LLP as general insolvency counsel, effective January 25, 2017. The Debtor requires Klein DeNatale to: (a) consult with the Debtor concerning its present financial situation, the realistically achievable goals, and the efficacy of various forms of bankruptcy as a means to achieve its goals; (b) prepare the documents necessary to commence the bankruptcy case; (c) advise the Debtor concerning its duties as a debtor-in- possession in a Chapter 11 case; (d) if it appears that it can propose a viable plan, help in the formulation of a Chapter 11 plan, draft the plan and disclosure statement, and prosecute legal proceedings to seek confirmation of the plan; and (e) if necessary, prepare and prosecute such pleadings as complaints to avoid preferential transfers or transfers deemed fraudulent as to creditors, motions for authority to borrow money, sell property, or compromise claims and objections to claim. Jacob L. Eaton will be the lead attorney on the Debtor's case. Klein DeNatale estimated that fees will be at least $50,000. Klein DeNatale will also be reimbursed for reasonable out-of-pocket expenses incurred. Klein DeNatale received a prepetition retainer of $25,000 for the Chapter 11 case. Of this sum, $4,522 was earned for services performed or costs incurred before the petition was filed and the counsel drew down on the retainer in that amount. Except to the extent the money has been fully earned before the counsel filed the Debtor's bankruptcy petition, the counsel will hold the balance of $20,478 pending the approval and allowance of attorney's fees and costs by the Court. Jacob L. Eaton, partner of Klein Denatale, 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. Klein DeNatale can be reached at: Jacob L. Eaton, Esq. KLEIN, DENATALE, GOLDNER, COOPER, ROSENLIEB & KIMBALL, LLP 4550 California Avenue, Second Floor Bakersfield, CA 93309 Tel: (661) 395-1000 Fax: (661) 326-0418 E-mail: jeaton@kleinlaw.com About Silo City Inc Silo City, Inc. fdba Sun Coast Materials Co., a California corporation, based in Bakersfield, Calif., filed a Chapter 11 petition (Bankr. E.D. Calif. Case No. 17-10238) on January 25, 2017. The Hon. Rene Lastreto II presides over the case. Jacob L. Eaton, at Klein, Denatale, Goldner, Cooper, Rosenleib & Kimball, LLP, serves as bankruptcy counsel to the Debtor. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Michael Clift, president. A list of the Debtor's 17 largest unsecured creditors is available for free at http://bankrupt.com/misc/cacb17-10238.pdf SINGLETON CREEK: To Pay Creditors from Asset Sale Proceeds ---------------------------------------------------------- Singleton Creek, Inc., filed with the U.S. Bankruptcy Court for the Northern District of Georgia a disclosure statement filed on March 5, 2017, in support of the Debtor's plan of liquidation. Classes 1-4 consist of the Secured Claims of the Gwinnett County Tax Commissioner, Gwinnett Community Bank and the U.S. Small Business Administration. The Debtor will pay from the proceeds from the sale of the real property located on Satellite Boulevard in Gwinnett County, Georgia, the allowed amount of the Class 1-4 Secured Claims to the Gwinnett County Tax Commissioner, Gwinnett Community Bank and U.S. Small Business Administration as soon as practicable, in cash, in full, following the later of (a) the Effective Date, (b) the date such Class 1-4 Secured Claim becomes an Allowed Claim (or as otherwise permitted by law), and (c) the consummation of a sale of the Real Property. Classes 1-4 are impaired by the Plan. Upon the Effective Date, title to all property of the Estate of the Debtor in the Chapter 11 case will vest in the Debtor and will be retained by the Debtor for the purposes contemplated under the Plan, subject to any security interests upon the property. The Debtor estimates that the Real Property is valued at $5 million based upon a prepetition contract that was not finalized. This value also presupposes the resolution of the Army Corps of Engineers' filing of a Notice in the Gwinnett County Deed records, a task for which special counsel was employed. Assuming this value is accurate, there is sufficient value in the Real Property to pay all claims and administrative expenses. The Debtor marketed the Real Property before the Petition Date and has begun again after the Court entered an Order authorizing the employment of Brown Realty as Real Estate Broker. The Debtor intends to seek the approval of the Court once a contract for sale of the Real Property has been signed. The proceeds from the sale of the Real Property will be held in escrow by counsel for Debtor or by a real estate closing attorney and disbursed by the counsel in accordance with the terms of the Plan. The Disclosure Statement is available at: http://bankrupt.com/misc/ganb16-71772-62.pdf About Singleton Creek Singleton Creek, Inc., owns and operates a golf course, driving range and restaurant located at 2789 Satellite Boulevard, Duluth, Georgia. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 16-71772) on Dec. 5, 2016. The petition was signed by Hoke S. Randall, III, president. The Law Offices of Douglas Jacobson, LLC, serves as the Debtor's bankruptcy counsel. The Debtor hired NAI Brannen/Goddard, LLC, and Brown Realty Advisors Inc. as real estate brokers. At the time of the filing, the Debtor disclosed $5.02 million in assets and $3.54 million in liabilities. SOUTHWEST CUTTERS: Names EP Bud Kirk as Attorney ------------------------------------------------ Southwest Cutters, LLC seeks authorization from the U.S. Bankruptcy Court for the Western District of Texas to employ E.P. Bud Kirk as attorney. The Debtor requires Mr. Bud Kirk to: (a) give the Debtor legal advice with respect to its powers and duties as Debtor-in-Possession and the continued operation of its business and management of its properties; (b) review the various contracts entered by the Debtor and to determine which contracts should be rejected and assumed; (c) represent the Debtor in collection of its accounts receivable, if needed; (d) prepare on behalf of the Debtor necessary Schedules, Statements, Applications, and Answers, Orders, Reports, and other legal documents required for reorganization; (e) assist the Debtor in formulation and negotiation of a Plan with its creditors in these proceedings; (f) review all presently pending litigation in which the Debtor is a participant, to recommend settlement of such litigation which the attorney deems to be in the best interest of the estate, and to make an appearance as lead trial counsel in all litigation which the attorney believes should be continued, if needed. (g) review the transactions of the Debtor prior to the filing of the Chapter 11 proceedings to determine what further litigation, if any pursuant to the Bankruptcy Code, or otherwise, should be filed on behalf of the estate; (h) examine all tax claims filed against the Debtor, to contest any excessive amounts claimed therein, and to structure a payment of the allowed taxes which conforms to the Bankruptcy Code and Rules; and (i) perform all other legal services of the Debtor, as Debtor- in-Possession, which may be necessary; The law firm will be paid at these hourly rates: E.P. Bud Kirk, attorney $300 Kathryn A. McMillan, paralegal $90 Maura Casas, paralegal $90 Vanessa Narro, paralegal $90 Mr. Bud Kirk will also be reimbursed for reasonable out-of-pocket expenses incurred. The law firm received a $10,000 retainer upon filing of the proceedings. Prior to the filing, $7,744 was paid to Mr. Bud Kirk by the Debtor, for pre-bankruptcy services actually rendered. E.P. Bud Kirk 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 firm can be reached at: E.P. Bud Kirk, Esq. 600 Sunland Park Drive Bldg. Four, Suite 400 El Paso, TX 79912 Tel: (915) 584-3773 Fax: (915) 581-3452 E-mail: budkirk@aol.com Southwest Cutters, LLC, is a Texas limited liability company that operates a cut-make-and-trim business, manufacturing garments. It acquires an inventory of fabric, trim, and accessories in the course of its operations. It converts the inventory into-work-in-process and finished goods, and finished goods once shipped become accounts receivable and proceeds of accounts receivable. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. W.D. Tex. Case No. 17-3028) on Feb. 13, 2017. Judge Christopher Mott presides over the case. SUNGEVITY INC: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Sungevity, Inc. 17-10561 66 Franklin Street, Suite 310 Oakland, CA 94607 Sungevity SD, LLC 17-10562 Sungevity Development, LLC 17-10563 Sungevity International Holdings, LLC 17-10564 About the Company: Sungevity -- www.sungevity.com -- is a technology company whose platform enables the sale and installation of solar energy systems to residential and commercial customers in the United States and internationally. Sungevity serves customers in 14 U.S. states and the District of Columbia, as well as in the Netherlands, Belgium, Germany and the United Kingdom. The Company's asset-light business model focuses on value-added in- house services for software platform development, project management and customer experience; this focus is enabled by a strong, scalable network of third-party providers for asset-intensive and/or lower margin provision of hardware, installation services and financing. Chapter 11 Petition Date: March 13, 2017 Court: United States Bankruptcy Court District of Delaware (Delaware) Judge: Hon. Laurie Selber Silverstein Debtors' Bankruptcy Counsel: Jonathan I. Levine, Esq. Jennifer L. Marines, Esq. Melissa A. Hager, Esq. Erica J. Richards, Esq. MORRISON & FOERSTER LLP 250 West 55th Street New York, New York 10019 Tel: (212) 468-8000 Fax: (212) 468-7900 E-mail: jonlevine@mofo.com jmarines@mofo.com mhager@mofo.com erichards@mofo.com Debtors' Local Counsel: M. Blake Cleary, Esq. Jaime Luton Chapman, Esq. Kenneth A. Listwak, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, Delaware 19801 Tel: (302) 571-6600 Fax: (302) 571-1253 E-mail: mbcleary@ycst.com jchapman@ycst.com klistwak@ycst.com Debtors' Financial Advisor: ALIXPARTNERS, LLC Debtors' Investment Banker: DUCERA SECURITIES LLC Debtors' Claims & Noticing Agent: KURTZMAN CARSON CONSULTANTS LLC Estimated Assets: $100 million to $500 million Estimated Debts: $100 million to $500 million The petition were signed by Andrew Birch, chief executive officer. Debtors' Consolidated List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Eastern Sun Capital Partners, LLC Convertible $4,450,000 40 Rowes Wharf Notes Boston, MA 02110 Ramsay Ravenel Tel: 617-880-8941 Email: rravenel@easternsuncapital.net Trina Solar (U.S.) Inc. Trade Payables $4,200,924 100 Century Center Court, #501 San Jose, CA 95112 John Gann Tel: 408-459-6709 Fax: 800-696-0166 SolarEdge Technologies, Inc. Trade Payables $2,873,762 3347 Gateway Blvd. Fremont, CA 94538 David Seiler Tel: 415-720-8975 Fax: 510-353-1895 Mario Palumbo Convertible Notes $2,100,000 C/O Millennium Partners 1995 Broadway 3rd FL New York, NY 10023 Tel: 212-875-4905 Fax: 212-595-1831 Email: Mpalumbo@millenniumptrs.com Orrick, Harrington & Sutcliffe LLP Trade Payables $1,851,432 Dept 34461 P.O. Box 39000 San Francisco, CA 94139 Andrew D. Thorpe Tel: 415-773-5970 Fax: 415-773-5759 Email: athorpe@orrick.com CCM Solar, LLC Convertible Notes $1,500,000 1730 Massachusetts Ave., N.W. Washington, D.C. 20005 Josh Green; Alla Jezmir Tel: 202-315-2407; 202-315-2411 Email: Jgreen@ccmgroupllc.com ajezmir@ccmgroupllc.com jgreen@ccmusllc.com ajezmir@ccmusllc.com Lowe's Companies, Inc. Trade Payables $1,028,475 Attn: Product Accounting Program Administration Mailcode: NB4PA Mooresville, NC 28117 Gary Gross Tel: 704-758-2198 Fax: 704-757-0576 SharesPost 100 Fund Convertible Notes $1,000,000 101 Jefferson Dr. Menlo Park, CA 94025 Sven Weber Tel: 650-492-6878 Fax: 650-492-6871 Email: sweber@sharespost.com Stephen R. Polk Rev TR Convertible Notes $1,000,000 U-A-D 2-17-84 260 E. Brown St., Ste. 340 Birmingham, MI 48009 Tel: 248-385-5282 Fax: 804-648-0395 Email: spolk@highgatellc.com Dinwoodie Meservey Family Trust Convertible Notes $1,000,000 934 Kingston Ave. Piedmont, CA 94611 Tom Dinwoodie Tel: 510-654-5118 Email: tdinwoodie@gmail.com MHA Trust, LLC Convertible Notes $900,000 c/o Marianne Brakora Interlaken Capital LLC 261 E. Maple Rd. Birmingham, MI 48009 Michael Acheson Marianne Brakora Tel: 248-310-6040 Fax: 248-251-0059 Email: mike.acheson@me.com marianne@acheson.com LG Electronics U.S.A., Inc. Trade Payables $827,325 P.O. Box 730241 Dallas, TX 75373-0241 David Chang Tel: 201-816-2000 Fax: 201-816-0636 Greener Capital Partners II, LP Convertible Notes $750,000 128 Alvarado Rd. Berkeley, CA 93705 Charles Finnie Tel: 866-431-8709 Email: charliefinnie@gmail.com cfinnie@efwpartners.com kguerry@efwpartners.com Easterly Acquisition Corp. Trade Payables $680,412 375 Park Ave. 21st FL New York, NY 10152 Jurgen Lika Tel: 617-303-4809 Fax: 302-655-5049 BDO USA, LLP Trade Payables $607,383 One Market St. Suite 1100 Spear Tower San Francisco, CA 94105 Aftab Jamil Tel: 408-352-1999 Fax: 415-397-2161 Email: ajamil@bdo.com CFGI Holdings, LLC Trade Payables $568,074 99 High St., 30th FL Boston, MA 02110 Greg Lynch Tel: 603-479-4110 Email: glynch@cfgi.com James S Sandler as Trustee under Convertible Notes $460,000 the James Sandler Revocable Trust UA dated 4/29/1999 185 Edgewood Ave. San Francisco, CA 94117 Jim Sandler Tel: 415-562-8736 Fax: 888-362-0641 Email: james@sandlerfoundation.org Locus Energy Trade Payables $416,318 1375 Broadway, Suite 1100 New York, NY 10018 Christopher Cline Tel: 877-562-8736 Fax: 888-362-0641 Anthem Blue Cross Trade Payables $395,711 Department 5812 Los Angeles, CA 90074-5812 Patrice Clay Tel: 925-927-6019 Fax: 317-488-6028 Google Inc. Trade Payables $386,737 1600 Ampitheatre Pkwy. Mountain View, CA 94043 Mark Gerrson Galvez Tel: 650-253-1465 Fax: 650-253-0001 T-MOBILE US: S&P Puts 'BB' CCR on CreditWatch Positive ------------------------------------------------------ S&P Global Ratings placed its 'BB' corporate credit rating and senior unsecured debt rating on Bellevue, Wash.-based wireless service provider T-Mobile US Inc. on CreditWatch with positive implications. The 'BBB-' senior secured debt rating is not on CreditWatch since it is subject to a ratings cap. At the same time, S&P assigned a 'BB' issue-level rating and '3' recovery rating to the company's proposed $1.5 billion of senior unsecured notes, which will consist of five-, eight-, and 10-year maturities. The '3' recovery ratings indicates S&P's expectation for meaningful (50%-70%; point estimate: 65%) recovery in the event of payment default. S&P also assigned a 'BB' issue-level rating and '3' recovery rating to the company's proposed $1 billion of senior notes due 2022, $1.25 billion of senior notes due 2025, and $1.25 billion of senior notes due 2027 that will be issued to parent company Deutsche Telekom AG. (DT). The notes are also on CreditWatch with positive implications and will be issued by wholly owned subsidiary T-Mobile USA Inc. S&P believes the company will use net proceeds from the $5 billion of new notes ($1.5 billion of public notes and $3.5 billion of notes issued to DT) to refinance existing debt. "The CreditWatch placement follows T-Mobile's strong operating and financial performance in 2016 and 2017 guidance that included healthy subscriber growth and improved FOCF generation," said S&P Global Ratings credit analyst Allyn Arden. S&P expects to resolve the CreditWatch placement following the completion of the Broadcast Incentive Auction, which is scheduled to close by mid-April. At that point, S&P will have more clarity about the amount of funds that the company will be allocating to the purchase of spectrum licenses. Moreover, S&P will discuss with management the company's longer-term strategy and financial policy, especially as it relates to potential acquisitions and spectrum requirements. As part of S&P's review, S&P will evaluate T-Mobile's ability to maintain healthy subscriber momentum in the face of increasing price-based competition from AT&T and Verizon longer term. S&P believe this rate of subscriber growth could also be hurt by new entrants, namely cable operators that have made significant investments in Wi-Fi networks and have existing mobile virtual network operator agreements. While S&P views these developments as rather nascent, it believes any incremental competition is a negative credit factor for the industry, especially to the extent it leads to acquisitions activity over the longer term. An upgrade, if any, is likely limited to one notch. TROPICAL RESTAURANTS: PRDoT to Get Paid in 57 Installments, at 3% ----------------------------------------------------------------- Tropical Restaurants Corp. filed with the U.S. Bankruptcy Court for the District of Puerto Rico a disclosure statement dated March 1, 2017, referring to the Debtor's plan of reorganization, dated March 1, 2017. Total payout for the PR Department of Treasury's Claim No. 1 is $43,508.40, consisting of 52 payments of $772.32 and one payment of $260.04, plus 3%. Total payout for the PR Department of Treasury's Claim No. 2 is $62,507.89, consisting of 56 payments of $1,109.55 and one payment of $373.09, plus 3%. The total payout for the PR Department of Treasury's Claim No. 3 is $1,021.98, consisting of 56 payments of $18.14 and one payment of $6.14, plus 3%. Office of the U.S. Trustee Fees will get paid $2,951 in full on the effective date of the Plan. Class 2 Non-Priority unsecured claims -- totaling $59,759.75 -- are impaired under the Plan. The plan proponent believes that the Debtor will have enough cash on hand on the effective date of the Plan to pay all the claims and expenses that are entitled to be paid on that date. The plan proponent must also show that it will have enough cash over the life of the Plan to make the required Plan payments. The Disclosure Statement is available at: http://bankrupt.com/misc/prb16-01840-80.pdf Headquartered in Fajardo, Puerto Rico, Tropical Restaurants Corp. filed for Chapter 11 bankruptcy protection (Bankr. D.P.R. Case No. 16-01840) on March 7, 2016, estimating its assets at between $50,001 and $100,000 and its liabilities at up to $50,000. Juan A Santos Berrios, Esq., at Santos-Berrios Law serves as the Debtor's bankruptcy counsel. TTC REAL ESTATE: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------- The Office of the U.S. Trustee on March 14 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of TTC Real Estate Holdings, LLC. About TTC Real Estate Holdings TTC Real Estate Holdings, LLC, is a single-asset entity with its office and principal place of business located in Houston, Texas. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 17-30111) on Jan. 3, 2017. The petition was signed by Moses Musallam, manager. The case is assigned to Judge David R. Jones. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of $1 million to $10 million. TURF LLC: Taps Bradley Thomas as Accountant ------------------------------------------- Turf LLC seeks authorization from the U.S. Bankruptcy Court for the Northern District of West Virginia to employ Mathew Close and Bradley, Thomas, & Mathew Close, CPA as accountant. The Debtor requires the services of an accountant to prepare estate tax returns in order to satisfy the estate's obligations as to such tax returns as well as the Debtor's obligations to the U.S. Trustee's office and other requirements of the Debtor under the Bankruptcy Code. Bradley Thomas will be reimbursed for reasonable out-of-pocket expenses incurred. Mathew Close, principal of Bradley Thomas, 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. Bradley Thomas can be reached at: Mathew Close BRADLEY, THOMAS, & MATTHEW CLOSE, CPA 418 North Potomac Street Hagerstown, MD 21740 Tel: (301) 790-3535 Fax: (304) 258-1814 About Turf, LLC Turf LLC, filed for Chapter 11 bankruptcy protection (Bank. N.D. W.Va. Case No. 14-01361) on Dec. 19, 2014, disclosing $3.61 million in assets and $3.26 million in liabilities. The petition was signed by Ronald E. Marcus, member. John F. Wiley, Esq., at J. Frederick Wiley, PLLC, serves as the Debtor's bankruptcy counsel. ULTRA PETROLEUM: Wins Confirmation of Chapter 11 Plan ----------------------------------------------------- Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern District of Texas confirmed the second amended Chapter 11 plan of reorganization of Ultra Petroleum Corp. and its debtor affiliates. The Plan provides for Ultra to raise $580 million in equity capital through a rights offering plus another $2.4 billion in exit financing, Jonathan Randles of The Wall Street Journal Pro Bankruptcy related. Creditors of the company's operating subsidiary, owed nearly $2.52 billion, will receive new notes and cash under the plan, the Journal said, citing court papers. Existing shareholders, meanwhile, will receive a 41% stake in the restructured Ultra Petroleum, subject to dilution, the Journal added. Prior to the confirmation of the Plan, the Debtors entered into stipulations resolving objections to the confirmation of the Plan, including those raised by the Jonah LLC Plaintiffs and the Gasconade Plaintiffs. The Journal noted that Judge Isgur was also expected to rule on a dispute about Ultra's enterprise value. Under the plan, the valuation figure determines how the stock of the restructured company is divvied up among junior bondholders and equity holders, the Journal noted. The question is over whether the Presidents Day holiday should be included in a calculation of recent natural-gas prices which is used to determine Ultra's value, the report said. The outcome would determine whether Ultra's enterprise value is $5.5 billion or $6 billion, the report added, citing court documents. 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. On April 29, 2016, Ultra Petroleum Corp. and seven subsidiary companies filed petitions (Bankr. S.D. Tex.) seeking relief under Chapter 11 of the United States Bankruptcy Code. The Debtors' cases have been assigned to Judge Marvin Isgur. These cases are being jointly administered for procedural purposes, with all pleadings filed in these cases will be maintained on the case docket for Ultra Petroleum Corp. Case No. 16-32202. 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. On May 5, 2016, the United States Trustee for the Southern District of Texas appointed an official committee for unsecured creditors of all of the Debtors. On September 26, 2016, the United States Trustee for the Southern District of Texas filed a Notice of Reconstitution of the UCC. The Committee tapped Weil, Gotshal & Manges LLP as its legal counsel; Opportune LLP as advisor; and PJT Partners LP as its financial advisor. Certain other stakeholders have organized for purposes of participating in the Debtors' chapter 11 cases: (i) on June 8, 2016, an informal ad hoc committee of unsecured creditors of subsidiary, Ultra Resources, notified the Bankruptcy Court it had formed and identified its members, most of which are distressed debt investors and/or hedge funds; (ii) on June 13, 2016, an informal ad hoc committee of the holders of senior notes issued by the Company notified the Bankruptcy Court it had formed and identified its members; (iii) on July 20, 2016, an informal ad hoc committee of shareholders of the Company notified the Bankruptcy Court it had formed and identified its members; and (iv) on January 6, 2017, an informal ad hoc committee of unsecured creditors of subsidiary, Ultra Resources, notified the Bankruptcy Court it had formed and identified its members, most of which are insurance companies. UNIQUE VENTURES: DOJ Watchdog Ordered to Appoint Ch. 11 Trustee --------------------------------------------------------------- Judge Thomas P. Agresti of the U.S. Bankruptcy Court for the Western District of Pennsylvania entered an Order directing the U.S. Trustee to appoint a Chapter 11 Trustee for Unique Ventures Group, LLC.. The Order was made pursuant to the Motion of the United States Trustee for the Appointment of a Chapter 11 Trustee for the Debtor. About Unique Ventures Group Unique Ventures Group, LLC, based in Pittsburgh, PA, filed a Chapter 11 petition (Bankr. W.D. Pa. Case No. 17-20526) on February 13, 2017. The Hon. Thomas P. Agresti presides over the case. In its petition, the Debtor estimated $10 million to $50 million in both assets and liabilities. The petition was signed by Eric E. Bononi, receiver, CEO and CRO. UNITED ROAD TOWING: Hires Getzler Henrich as Financial Advisor -------------------------------------------------------------- United Road Towing, Inc. and its debtor-affiliates seek authorization from the U.S. Bankruptcy Court for the District of Delaware to employ Getzler Henrich & Associates, LLC as financial advisor to the Debtors, nunc pro tunc to the February 6, 2017 petition date. The Debtors require Getzler Henrich to: (a) work collaboratively with the Debtors' Board, legal counsel, and other Debtor-professionals and employees; (b) guide the Debtors, in conjunction with counsel, through the Chapter 11 process; (c) review the weekly roll forward 13 week cash flow; (d) review the actual versus budget; (e) assist management with critical vendors; (f) assume primary responsibility for communicating and negotiating with existing lenders and the DIP Lender; (g) in conjunction with the Chief Executive Officer and Chief Financial Officer, interface with employees, customers, vendors, lenders, and other constituents, including any official committee of unsecured creditors that may be formed and its counsel and financial advisor, if any; (h) provide oversight with regard to daily cash management activities, including maximizing the forecasting collections and availability, and assisting the Debtors with prioritizing disbursements within the Debtors' availability constraints and subject to its DIP Facility; (i) serve as the primary liaison, and otherwise coordinate efforts with the Debtors' proposed investment banker that will be engaged to market assets of the Debtors for sale to one or more buyers pursuant to section 363 of the Bankruptcy Code; (j) provide expert testimony as requested or required; and (k) perform other tasks as mutually agreed. Getzler Henrich will be paid at these hourly rates: Principal/Managing Director $475-$595 Director/Specialists $365-$475 Associate Professionals $150-$365 Getzler Henrich will also be reimbursed for reasonable out-of-pocket expenses incurred. Prior to filing these Chapter 11 Cases, the Debtors provided Getzler Henrich with a retainer that began at $30,000 and increased over the course of subsequent payments to reach approximately $100,000 (the "Retainer") as security for services rendered and expenses incurred in connection with, and during the pendency of these Chapter 11 Cases. Mark G. Samson, managing director of Getzler Henrich, 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. Getzler Henrich can be reached at: Mark Samson GETZLER HENRICH & ASSOCIATES LLC 295 Madison Avenue, 20th Floor New York, NY 10017 Tel: (212) 697-2400 Fax: (212) 697-4812 About United Road Towing Headquartered in Mokena, Illinois, United Road Towing, Inc. -- dba Good Buy Auto Auction, UR Vehicle Management Solutions, Quality Towing, United Road Vehicle Management Solutions, and dba United Road Towing-San Antonio -- and its affiliates provide towing, recovery, impound, and vehicle management solutions services to both the private and public sector. Through a portfolio of local and regional brands operating across 10 different regions in eight different states, the Company dispatches approximately 500,000 tows, manage over 200,000 impounds and sell over 38,000 vehicles annually across the U.S. United Road Towing, Inc., and several affiliates filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 17-10249) on Feb. 6, 2017. The petitions were signed by Michael Mahar, chief financial officer. Judge Laurie Selber Silverstein presides over the cases. Daniel J. McGuire, Esq., Grace D. D'Arcy, Esq., and Carrie V. Hardman, Esq., at Winston & Strawn LLP serve as Debtors' general counsel. M. Blake Cleary, Esq., Ryan M. Bartley, Esq., and Andrew Magaziner, Esq., at Young Conaway Stargatt & Taylor, LLP, serve as the Debtors' Delaware counsel. Getzler Henrich & Associates LLC is the Debtors' financial advisor. SSG Advisors LLC is the Debtors' investment banker. Rust Consulting/Omni Bankruptcy is the Debtors' noticing, claims and balloting agent. The Debtors estimated assets of between $10 million and $50 million and debts of between $50 million and $100 million. UNITED ROAD TOWING: Hires Rust/Omni as Administrative Agent ----------------------------------------------------------- United Road Towing, Inc. and its debtor-affiliates seek authorization from the U.S. Bankruptcy Court for the District of Delaware to employ Rust Consulting/Omni Bankruptcy as administrative agent, nunc pro tunc to February 13, 2017. The Debtors seek to retain Rust/Omni to provide, among other things, these bankruptcy administrative services, if and to the extent requested: (a) assist with, among other things, solicitation, balloting, and tabulation and calculation of votes, as well as preparing any appropriate reports, as required in furtherance of confirmation of plans of reorganization (the "Balloting Services"); (b) generating an official ballot certification and testifying, if necessary, in support of the ballot tabulation results; (c) in connection with the Balloting Services, handle requests for documents from parties in interest, including, if applicable, brokerage firms and bank back-offices and institutional holders; (d) gather data in conjunction with the preparation, and assist with the preparation, of the Debtors' schedules of assets and liabilities and statements of financial affairs; (e) provide a confidential data room, if requested; (f) manage and coordinate any distributions pursuant to a confirmed plan of reorganization or otherwise; and (g) provide such other processing, solicitation, balloting, and other administrative services described in the Engagement Agreement, but not included in the Section 156(c) Application, as may be requested from time to time by the Debtors, the Court or Clerk of the Bankruptcy Court, including but not limited to the preparation of the Debtors' monthly operating reports. Rust/Omni will be paid at these hourly rates: Clerical Support $26.25-$37.50 Project Specialists $48.75-$63.75 Project Supervisors $63.75-$78.75 Consultants $78.75-$105 Technology/Programming $82.50-$123.75 Senior Consultants $131.25-$146.25 Equity Services $168.75 Rust/Omni will also be reimbursed for reasonable out-of-pocket expenses incurred. Paul H. Deutch, executive managing director of Rust/Omni, 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. Rust/Omni can be reached at: Paul H. Deutch RUST CONSULTING/OMNI BANKRUPTCY 1120 Avenue of the Americas 4th Floor New York, NY 10036 Tel: (212) 302-3560 Fax: (212) 302-3820 About United Road Towing Headquartered in Mokena, Illinois, United Road Towing, Inc. -- dba Good Buy Auto Auction, UR Vehicle Management Solutions, Quality Towing, United Road Vehicle Management Solutions, and dba United Road Towing-San Antonio -- and its affiliates provide towing, recovery, impound, and vehicle management solutions services to both the private and public sector. Through a portfolio of local and regional brands operating across 10 different regions in eight different states, the Company dispatches approximately 500,000 tows, manage over 200,000 impounds and sell over 38,000 vehicles annually across the U.S. United Road Towing, Inc., and several affiliates filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 17-10249) on Feb. 6, 2017. The petitions were signed by Michael Mahar, chief financial officer. Judge Laurie Selber Silverstein presides over the cases. Daniel J. McGuire, Esq., Grace D. D'Arcy, Esq., and Carrie V. Hardman, Esq., at Winston & Strawn LLP serve as Debtors' general counsel. M. Blake Cleary, Esq., Ryan M. Bartley, Esq., and Andrew Magaziner, Esq., at Young Conaway Stargatt & Taylor, LLP, serve as the Debtors' Delaware counsel. Getzler Henrich & Associates LLC is the Debtors' financial advisor. SSG Advisors LLC is the Debtors' investment banker. Rust Consulting/Omni Bankruptcy is the Debtors' noticing, claims and balloting agent. The Debtors estimated assets of between $10 million and $50 million and debts of between $50 million and $100 million. UNITED ROAD TOWING: Hires Winston & Strawn as Counsel ----------------------------------------------------- United Road Towing, Inc. and its debtor-affiliates seek authorization from the U.S. Bankruptcy Court for the District of Delaware to employ Winston & Strawn LLP as counsel, nunc pro tunc to the February 6, 2017 petition date The Debtors require Winston & Strawn to: (a) provide legal advice with respect to the Debtors' powers and duties as debtors in possession in the continued operation of their business and management of their properties; (b) pursue confirmation of a plan and approval of a disclosure statement; (c) prepare, on behalf of the Debtors, necessary applications, motions, answers, orders, reports, and other legal papers; (d) appear in Court and protect the interests of the Debtors before the Court; and (e) perform all other legal services for the Debtors that may be necessary and proper in these proceedings. Winston & Strawn will be paid at these hourly rates: Daniel J. McGuire $930 Carrie V. Hardman $750 Grace D. D'Arcy $560 Winston & Strawn will also be reimbursed for reasonable out-of-pocket expenses incurred. Winston & Strawn received a retainer in the amount of $100,000 over the course of three payments, and received replenished retainer funds as follows, prior to the commencement of these Chapter 11 Cases. Daniel J. McGuire, partner of Winston & Strawn, 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: -- Winston & Strawn has not agreed to a variation of its standard or customary billing arrangements for this engagement; -- None of the Firm's professionals included in this engagement has varied their rate based on the geographic location of these Chapter 11 Case; -- Winston & Strawn was retained by the Debtors pursuant to an Engagement Agreement dated June 28, 2016. The billing rates and material terms of the prepetition engagement are the same as the rates and terms described in the Application, subject to periodic adjustment to reflect economic and other conditions; and -- The Debtors will be approving a prospective budget and staffing plan for Winston & Strawn's engagement for the post-petition period as appropriate. In accordance with the U.S. Trustee Guidelines, the budget may be amended as necessary to reflect changed or unanticipated developments. Winston & Strawn can be reached at: Daniel J. McGuire, Esq. Grace D. D'Arcy, Esq. Carrie V. Hardman, Esq. WINSTON & STRAWN LLP 35 West Wacker Drive Chicago, IL 60601 Tel: (312) 558-5600 Fax: (312) 558-5700 200 Park Avenue New York, NY 10166 Tel: (212) 294-6700 Fax: (212) 294-4700 E-mail: dmcguire@winston.com gdarcy@winston.com chardman@winston.com About United Road Towing Headquartered in Mokena, Illinois, United Road Towing, Inc. -- dba Good Buy Auto Auction, UR Vehicle Management Solutions, Quality Towing, United Road Vehicle Management Solutions, and dba United Road Towing-San Antonio -- and its affiliates provide towing, recovery, impound, and vehicle management solutions services to both the private and public sector. Through a portfolio of local and regional brands operating across 10 different regions in eight different states, the Company dispatches approximately 500,000 tows, manage over 200,000 impounds and sell over 38,000 vehicles annually across the U.S. United Road Towing, Inc., and several affiliates filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 17-10249) on Feb. 6, 2017. The petitions were signed by Michael Mahar, chief financial officer. Judge Laurie Selber Silverstein presides over the cases. Daniel J. McGuire, Esq., Grace D. D'Arcy, Esq., and Carrie V. Hardman, Esq., at Winston & Strawn LLP serve as Debtors' general counsel. M. Blake Cleary, Esq., Ryan M. Bartley, Esq., and Andrew Magaziner, Esq., at Young Conaway Stargatt & Taylor, LLP, serve as the Debtors' Delaware counsel. Getzler Henrich & Associates LLC is the Debtors' financial advisor. SSG Advisors LLC is the Debtors' investment banker. Rust Consulting/Omni Bankruptcy is the Debtors' noticing, claims and balloting agent. The Debtors estimated assets of between $10 million and $50 million and debts of between $50 million and $100 million. UNITED ROAD TOWING: Hires Young Conaway as Delaware Counsel ----------------------------------------------------------- United Road Towing, Inc. and its debtor-affiliates seek authorization from the U.S. Bankruptcy Court for the District of Delaware to employ Young Conaway Stargatt & Taylor, LLP as Delaware bankruptcy and conflicts counsel, nunc pro tunc to the February 6, 2017 petition date. The Debtors require Young Conaway to: (a) provide legal advice with respect to the Debtors' powers and duties as debtors in possession in the continued operation of their business, management of their properties, and the potential sale of their assets; (b) prepare and pursue confirmation of a plan and approval of a disclosure statement; (c) prepare, on behalf of the Debtors, necessary applications, motions, answers, orders, reports, and other legal papers; (d) appear in Court and protecting the interests of the Debtors before the Court; and (e) perform all other legal services for the Debtors that may be necessary and proper in these proceedings. Young Conaway will be paid at these hourly rates: M. Blake Cleary $790 Ryan M. Bartley $520 Andrew L. Magaziner $495 Elizabeth S. Justison $400 Kenneth A. Listwak $300 Debbie Laskin, paralegal $270 Attorneys $300-$890 Paralegals $240-$270 Young Conaway will also be reimbursed for reasonable out-of-pocket expenses incurred. Young Conaway received a retainer in the amount of $75,000 on January 20, 2017 in connection with the planning and preparation of initial documents and its proposed post-petition representation of the Debtors, and prepayment of filing fees in the amount of $49,763 on February 3, 2017 (as supplemented, the "Retainer"). The Retainer was replenished on February 3, 2017, in the amount of $42,826.60, following a draw on the Retainer for the invoice for services rendered through January 31, 2017. M. Blake Cleary, partner of Young Conaway, 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. 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: -- Young Conaway has not agreed to a variation of its standard or customary billing arrangements for this engagement; -- None of the Firm's professionals included in this engagement have varied their rate based on the geographic location of these chapter 11 cases; -- Young Conaway was retained by the Debtors pursuant to an engagement agreement dated as of January 19, 2017. The billing rates and material terms of the prepetition engagement are the same as the rates and terms described in the Application; and -- The Debtors have approved or will be approving a prospective budget and staffing plan for Young Conaway's engagement for the post-petition period as appropriate. In accordance with the U.S. Trustee Guidelines, the budget may be amended as necessary to reflect changed or unanticipated developments. Young Conaway can be reached at: Ryan M. Bartley, Esq. Andrew L. Magaziner, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Tel: (302) 571-6600 Fax: (302) 571-1253 About United Road Towing Headquartered in Mokena, Illinois, United Road Towing, Inc. -- dba Good Buy Auto Auction, UR Vehicle Management Solutions, Quality Towing, United Road Vehicle Management Solutions, and dba United Road Towing-San Antonio -- and its affiliates provide towing, recovery, impound, and vehicle management solutions services to both the private and public sector. Through a portfolio of local and regional brands operating across 10 different regions in eight different states, the Company dispatches approximately 500,000 tows, manage over 200,000 impounds and sell over 38,000 vehicles annually across the U.S. United Road Towing, Inc., and several affiliates filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 17-10249) on Feb. 6, 2017. The petitions were signed by Michael Mahar, chief financial officer. Judge Laurie Selber Silverstein presides over the cases. Daniel J. McGuire, Esq., Grace D. D'Arcy, Esq., and Carrie V. Hardman, Esq., at Winston & Strawn LLP serve as Debtors' general counsel. M. Blake Cleary, Esq., Ryan M. Bartley, Esq., and Andrew Magaziner, Esq., at Young Conaway Stargatt & Taylor, LLP, serve as the Debtors' Delaware counsel. Getzler Henrich & Associates LLC is the Debtors' financial advisor. SSG Advisors LLC is the Debtors' investment banker. Rust Consulting/Omni Bankruptcy is the Debtors' noticing, claims and balloting agent. The Debtors estimated assets of between $10 million and $50 million and debts of between $50 million and $100 million. UNITED ROAD TOWING: Qualifying Bids Due April 6 ----------------------------------------------- United Road Towing, Inc. and certain of its affiliated debtors are accepting bids for their personal property and other related interests. By order, dated March 6, 2017, the Bankruptcy Court approved certain bidding procedures that govern the sale(s) of, or other transaction(s) to acquire, the Assets by the highest and best bidders. The deadline to be qualified as a Qualifying Bidder and to submit a Qualifying Bid is April 6, 2017 at 5:00 p.m. (ET). Subject to Section 7 of the Bidding Procedures with respect to credit bids, all Qualifying Bids must be accompanied with a deposit in an amount equal to the greater of $200,000 or 10% of the total consideration provided under the proposed Transaction Agreement; provided, that the Debtors may alter the Deposit requirement for any party selected as a Stalking Horse Purchaser with leave of the Court. An auction for the Assets will commence on April 10, 2017 at 10:00 a.m. (ET) at the offices of Young Conaway Stargatt & Taylor, LLP, 1000 North King Street, Rodney Square, Wilmington, DE 19801. The Bankruptcy Court will conduct a hearing to consider the proposed Sales on: April 12, 2017 at 1:30 p.m.(ET). The Debtors will consider proposals to acquire some or all of the Assets through a sale under section 363 of the Bankruptcy Code, the acquisition of the equity of one or more Debtors though a sale under section 363 of the Bankruptcy Code, or a sale of Assets or the acquisition of the equity in one or more Debtors implemented through a chapter 11 plan. The Debtors have reserved the right, in consultation with the so-called Consultation Parties, to select one or more parties to serve as a stalking horse purchaser to acquire some or all of the Assets pursuant to a Transaction Agreement between the applicable Debtor(s) and the Stalking Horse Purchaser. Any interested bidder should contact the Debtors' investment banker: Mark E. Chesen Michael Gorman SSG Advisors, LLC Email: mchesen@ssgca.com mgorman@ssgca.com The deadline to file an objection with the Bankruptcy Court to the proposed sale of the Assets is April 5, 2017 at 4:00 p.m. (ET); provided solely with respect to an objection to the conduct of the Auction, the designation of any Successful Bidder or Bid or Back-Up Bidder or Bid, the terms (including price) of such bids, and the Debtors' inability to satisfy the conditions of section 363(f) of the Bankruptcy Code with respect to a Successful Bid or Back-Up Bid, the deadline to file an Auction Objection shall be 4:00 p.m.(ET) on April 11, 2017. Objections must be filed and served in accordance with the Bidding Procedures Order. In connection with the proposed sale process, interested bidders may be subject to an expedited discovery process. THE FAILURE OF ANY PERSON OR ENTITY TO FILE AND SERVE AN OBJECTION BY THE APPLICABLE OBJECTION DEADLINE SHALL BE DEEMED TO CONSENT TO, AND A BAR TO THE ASSERTION BY SUCH PERSON OR ENTITY OF ANY OBJECTION TO, THE MOTION, SALE ORDERS, THE PROPOSED TRANSACTIONS, OR THE DEBTORS' CONSUMMATION AND PERFORMANCE OF THE TRANSACTION AGREEMENT(S) (INCLUDING, WITHOUT LIMITATION, THE DEBTORS' TRANSFER OF ANY OF THE ASSETS AND ASSUMPTION AND ASSIGNMENT OF ANY ASSUMED CONTRACTS, FREE AND CLEAR OF ALL LIENS, CLAIMS,ENCUMBRANCES AND OTHER INTERESTS). The term "Consultation Parties" mean, with respect to any Asset: (i) counsel and financial advisor to any official committee appointed in these cases representing parties with an interest in the Assets; (ii) counsel to Wells Fargo Bank, N.A., as DIP Agent and agent under the prepetition first-lien credit facility; and (iii) counsel to Medley Capital Corporation, as agent under the prepetition second-lien credit facility if (a) Medley advises the Debtors in writing that it shall not be a bidder for the Assets, whether by credit bid or otherwise or (b) the Debtors, in consultation with the Committee, determine that the delivery of certain selected information to Medley will facilitate the Sale Process. Counsel for the Debtors: M. Blake Cleary, Esq. Ryan M. Bartley, Esq. Andrew Magaziner, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, Delaware 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253 - and - Daniel J. McGuire, Esq Grace D. D'Arcy, Esq. WINSTON & STRAWN LLP 35 West Wacker Drive Chicago, Illinois 60601 Telephone: (312) 558-5600 Facsimile: (312) 558-5700 - and - Carrie V. Hardman, Esq. WINSTON & STRAWN LLP 200 Park Avenue New York, NY 10166 Telephone: (212) 294-6700 Facsimile: (212) 294-4700 About United Road Towing Headquartered in Mokena, Illinois, United Road Towing, Inc. -- dba Good Buy Auto Auction, UR Vehicle Management Solutions, Quality Towing, United Road Vehicle Management Solutions, and dba United Road Towing-San Antonio -- and its affiliates provide towing, recovery, impound, and vehicle management solutions services to both the private and public sector. Through a portfolio of local and regional brands operating across 10 different regions in eight different states, the Company dispatches approximately 500,000 tows, manage over 200,000 impounds and sell over 38,000 vehicles annually across the U.S. United Road Towing, Inc., and several affiliates filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 17-10249) on Feb. 6, 2017. The petitions were signed by Michael Mahar, chief financial officer. Judge Laurie Selber Silverstein presides over the cases. Daniel J. McGuire, Esq., Grace D. D'Arcy, Esq., and Carrie V. Hardman, Esq., at Winston & Strawn LLP serve as Debtors' general counsel. M. Blake Cleary, Esq., Ryan M. Bartley, Esq., and Andrew Magaziner, Esq., at Young Conaway Stargatt & Taylor, LLP, serve as the Debtors' Delaware counsel. Getzler Henrich & Associates LLC is the Debtors' financial advisor. SSG Advisors LLC is the Debtors' investment banker. Rust Consulting/Omni Bankruptcy is the Debtors' noticing, claims and balloting agent. The Debtors estimated assets of between $10 million and $50 million and debts of between $50 million and $100 million. UNITI GROUP: Fitch Affirms BB- IDRs; Outlook Stable --------------------------------------------------- Fitch Ratings has affirmed the ratings of Uniti Group Inc. (formerly Communications Sales & Leasing, Inc.) and its co-issuer CSL Capital, LLC including the Issuer Default Ratings (IDRs) at 'BB-'. The Rating Outlook is Stable. KEY RATING DRIVERS Slight Rise in Leverage: Uniti's gross leverage has increased slightly as a result of the May 2016 PEG Bandwidth acquisition and the August 2016 Tower Cloud acquisition. For 2016, gross leverage (total debt/EBITDA) was approximately 6.2x according 50% equity treatment for the preferred stock issued in the PEG Bandwidth transaction. Based on management comments about opportunities within a robust transaction pipeline and desire to diversify across various asset classes, Fitch anticipates that Uniti will announce further transactions over time. As these opportunities come to fruition, Fitch expects Uniti to finance transactions such that gross leverage would remain relatively stable and should remain in the high-5x range over the longer term. Very Stable Cash Flow: A substantial portion of Uniti's current revenues are generated under a master lease with Windstream Holdings, under which Windstream has exclusive access to the assets. The lease currently produces slightly more than $650 million in cash revenues annually. Fitch expects Uniti to have very stable cash flows, owing to the fixed (and modestly increasing) nature of the long-term lease payments from Windstream and the contractual nature of the revenue streams in Uniti's operating businesses. The term of the master lease is for an initial term of 15 years (to 2030). There is some risk at renewal that under the "any or all" provision at renewal Windstream could opt not to renew certain markets, or renegotiate terms at such time for those markets. However, this renewal risk is well into the future, given the initial 15-year term. Fitch expects all markets to be renewed under the master lease, since Windstream would either incur significant capital expenditures to overbuild Uniti or find a buyer for its operating assets (routers, switches, etc.) and successor tenant for its leased assets. Protection is provided to Uniti by the terms of the master lease, which could require Windstream to sell its operating properties in the event of default. Uniti's facilities would be essential to the operations of Windstream on a going-concern basis, or to a successor company. Relatively New Business Model: Under the master lease, Uniti owns mainly fiber and copper assets that it leases back to Windstream on an exclusive basis. Windstream continues to operate the retail business and owns all of the electronics associated with providing telecom services. Tenant Concentration: The master lease with Windstream (Long-Term IDR 'BB-') provides approximately 76% of Uniti's revenues on a pro forma basis for the recently announced Hunt acquisition. At the spin-off, nearly all revenues were from Windstream and Uniti's IDR was initially capped at the same level as Windstream's. In Fitch's view, the improved diversification is a positive for Uniti's credit profile. Seniority: Fitch notes that Uniti's master lease is with Windstream Holdings (Holdings) and that Holdings is subordinate to the operations at Windstream Services. However, Fitch believes Uniti's assets will be essential to Windstream Services operations and a priority payment. Geographic Diversification: In Fitch's view, Uniti's geographic diversification is solid, given Windstream's geographically diverse operations and the expanded footprint provided by recent acquisitions, primarily PEG Bandwidth and Tower Cloud. KEY ASSUMPTIONS -- Fitch expects Uniti's revenue to grow approximately 14% to 16% in 2017 owing to acquisitions in 2016 and the 2017 Hunt acquisition which Fitch assumes will close in 3Q17. -- Fitch expects margins to decline due to acquisitions of operating businesses and the low initial margins in the tower business (these margins improve as tenants are added). -- Fitch has assumed Uniti will continue to be acquisitive and that it will fund transactions with a mix of debt and equity that can maintain relatively stable credit metrics. -- Uniti will target long-term net leverage in the mid-5x range; Fitch expects gross leverage to be in the high-5x range. -- Fitch expects capital spending in the $95 million to $115 million range in line with company guidance on spending for Uniti Fiber and Uniti Towers, and a nominal amount of spending in the consumer CLEC business and other areas. RATING SENSITIVITIES Positive Rating Action: A positive action is unlikely in the absence of an upgrade of Windstream, although an upgrade could be considered if Uniti targets debt leverage of 5.2x to 5.3x or lower and 25%-30% of its revenue and EBITDA is derived from tenants with a credit profile materially stronger than Windstream's. Negative Rating Action: A negative rating action could occur if debt leverage is expected to be 6x or higher for a sustained period. In addition, a downgrade of Windstream would likely result in a similar downgrade of Uniti in the absence of greater revenue diversification. Also, the acquisition of assets and subsequent leases to tenants that have a weaker credit and operating profile than Windstream could affect the rating, if such assets are a material proportion of revenues. LIQUIDITY Liquidity Profile: Uniti's $500 million revolving credit facility (RCF; due 2020), which had $500 million available on Dec. 31, 2016, provides sufficient backstop for liquidity needs. Fitch expects Uniti will restore revolver availability following transactions by terming out borrowings over time by more permanent means of equity and debt funding. The company had $172 million in cash at Dec. 31, 2016. In February 2017, the company completed a repricing of the term loan, reducing the interest rate 50bps to LIBOR plus 3.00%. The repricing will save $10 million annually. Other than the RCF, which matures in 2020, there are no major maturities until 2022 when the $2.1 billion term loan matures. At-the-Market Common Stock Offering Program: Uniti has an ATM program that allows for the issuance of up to $250 million of common equity to keep the capital structure in balance when funding capital expenditures in the tower or fiber operating businesses as well as to finance small transactions. Fitch has affirmed the following ratings for Uniti and CSL Capital, LLC: -- Long-Term IDR at 'BB-'; -- Senior secured revolving credit facility due 2020 at 'BB+/RR1'; -- Senior secured term loan credit facility due 2022 at 'BB+/RR1'; -- Senior secured notes at 'BB+/RR1'; -- Senior unsecured notes at 'BB-/RR4'. VINCE INTERMEDIATE: S&P Lowers CCR to 'CCC+'; Outlook Negative -------------------------------------------------------------- S&P Global Ratings lowered its corporate credit rating on N.Y.-based Vince Intermediate Holding LLC to 'CCC+' from 'B-'. The outlook is negative. Concurrently, S&P lowered its issue-level rating on the company's $175 million term loan to 'CCC+' from 'B-'. The recovery rating on this debt remains unchanged at '3', reflecting S&P's expectation of meaningful recovery (at 50%-70% range, rounded estimate 55%) in the event of a payment default. Vince Intermediate has temporarily modified its credit agreement to relax the excess availability threshold on its asset-based loan (ABL) facility before a covenant trigger. S&P believes this modification indicates a deteriorating liquidity position because the company might have increased its ABL borrowings and been unable to comply with its consolidated leverage covenant ratio for the period ending Jan. 28, 2017 (its fiscal 2016) absent an equity cure. The downgrade reflects S&P's view that Vince's liquidity deteriorated meaningfully during the fourth quarter ended Jan. 28, 2017, the key holiday selling season, resulting in increased borrowings under the company's revolver to support new seasonal product lines. S&P also believes that operating performance is unlikely to significantly improve in the year that will end Feb.3, 2018 (the company's fiscal 2017) because of a continuing weak retail environment. The company disclosed in its 8-K filing on March 9, 2017, that it has temporarily modified certain terms of its revolving credit agreement. S&P believes that this modification indicates that the company may have borrowed more on its revolver than it had expected, and that if it had not received the modification, it would have triggered the minimum EBITDA covenant and been unlikely to comply with it. Although the modification of the credit agreement provides temporary relief that could help Vince improve its near-term performance, S&P also views it as a sign that the company's liquidity is weaker than it believed. The negative outlook reflects S&P's belief that it could lower the ratings if Vince does not improve its operating performance and liquidity position within the next 12 months, resulting in a violation of its financial covenants and/or the inability to access its revolver. S&P could also lower the ratings if it believes the company will seek restructuring or misses interest payments on its debt, resulting in a default on its debt obligations. WEST BATON ROUGE: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: West Baton Rouge Credit, Inc. 1000 Court Street, Suite C Port Allen, LA 70767 Case No.: 17-10227 Business Description: Unavailable Chapter 11 Petition Date: March 14, 2017 Court: United States Bankruptcy Court Middle District of Louisiana (Baton Rouge) Judge: Hon. Douglas D. Dodd Debtor's Counsel: Pamela G. Magee, Esq. ATTORNEY PAMELA MAGEE LLC P.O. Box 59 Baton Rouge, LA 70821 Tel: 225-367-4662 E-mail: pam@attorneypammagee.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Todd Cutrer, president. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/lamb17-10227.pdf WESTINGHOUSE ELECTRIC: Toshiba Pressed to Decide on Bankruptcy Plan ------------------------------------------------------------------- Takashi Mochizuki, writing for The Wall Street Journal, reported that Japan's deputy prime minister said that Toshiba Corp. should decide swiftly whether its U.S. nuclear subsidiary will seek protection under U.S. bankruptcy laws, one of the most explicit references so far to a bankruptcy filing. According to the report, Toshiba said in February that it expected to record a write-down of JPY712.5 billion (US$6.20 billion) after cost overruns at U.S. nuclear projects undertaken by the subsidiary, Westinghouse Electric Co. However, it didn't formally report the write-down and failed to meet a Feb. 14 deadline to release its results for the December quarter, the report related. Taro Aso, who holds the title of finance minister, suggested the Japanese government wanted Toshiba to clean up the mess quickly, the report further related. At a regular news conference, he said Toshiba should make a decision by the end of March on any possible filing by Westinghouse under chapter 11 of U.S. bankruptcy laws, the report said. "If they don't quickly decide the chapter 11 thing over in America, the Westinghouse portion won't be nailed down," making it impossible for Toshiba to release its results, the report added, citing Mr. Aso. Asked whether Toshiba would miss a new deadline of March 14 for its results announcement, Mr. Aso said, "It depends on chapter 11," the report said. About Westinghouse Electric Westinghouse Electric Company LLC -- http://www.westinghousenuclear.com/-- is a U.S. based nuclear power company founded in 1999 that provides design work and start-up help for new nuclear power plants and makes many of the components. Westinghouse manufactures and supplies the commercial fuel products needed to run the plants, and it offers training, engineering, maintenance, and quality management services. Almost 50% of nuclear power plants around the world and about 60% of U.S. plants are based on Westinghouse's technology. Westinghouse's world headquarters are located in the Pittsburgh suburb of Cranberry Township, Pennsylvania. Westinghouse has 12,000 employees worldwide. On Oct. 16, 2006, Westinghouse Electric was sold for $5.4 billion to a group comprising of Toshiba (77% share), partners The Shaw Group (20% share), and Ishikawajima-Harima Heavy Industries Co. Ltd. (3% share). After purchasing part of Shaw's stake in 2013, Japan-based conglomerate Toshiba now owns 87% of Westinghouse. * * * In December 2016, Toshiba said it is writing down its investment in Westinghouse by several billions, adding that it was possible that their investment in Westinghouse could ultimately have a negative worth, due to cost overruns at U.S. nuclear reactors it was building. In February 2017, Toshiba revealed unaudited details of a JPY390 billion (US$3.4 billion) loss, mainly in its U.S. nuclear business which was written down by JPY712 billion (US$6.3 billion). On Feb. 14, 2017, Toshiba delayed filing financial results, and Toshiba chairman Shigenori Shiga, formerly chairman of Westinghouse, resigned. In March 2017, Reuters reported that Westinghouse has hired bankruptcy lawyers from Weil Gotshal & Manges as an "exploratory step." About Toshiba Toshiba Corporation (TYO:6502) -- http://www.toshiba.co.jp/-- is a Japan-based manufacturer involved in five business segments. The Digital Products segment offers cellular phones, hard disc devices, optical disc devices, liquid crystal televisions, camera systems, digital versatile disc (DVD) players and recorders, personal computers (PCs) and business phones, among others. The Electronic Device segment provides general logic integrated circuits (ICs), optical semiconductors, power devices, large- scale integrated (LSI) circuits for image information systems and liquid crystal displays (LCDs), among others. The Social Infrastructure segment offers various generators, power distribution systems, water and sewer systems, transportation systems and station automation systems, among others. The Home Appliance segment offers refrigerators, drying machines, washing machines, cooking utensils, cleaners and lighting equipment. The Others segment leases and sells real estate. As reported in the Troubled Company Reporter-Asia Pacific on Dec. 30, 2016, Moody's Japan K.K. downgraded Toshiba Corporation's corporate family rating (CFR) and senior unsecured rating to 'Caa1' from 'B3'. Moody's has also downgraded Toshiba's subordinated debt rating to 'Ca' from 'Caa3', and affirmed its commercial paper rating of Not Prime. At the same time, Moody's has placed Toshiba's 'Caa1' CFR and long-term senior unsecured bond rating, as well as its 'Ca' subordinated debt rating under review for further downgrade. The TCR-AP reported on Jan. 26, 2017, that S&P Global Ratings said it has lowered its long-term corporate credit rating on Toshiba Corp. to 'CCC+' and its short-term corporate credit and commercial paper program ratings on the company to 'C', all by one notch. All of these ratings remain on CreditWatch with negative implications. S&P also lowered its senior unsecured debt rating on Toshiba two notches to 'B-' from 'B+' and kept the rating on CreditWatch negative. On Dec. 28, 2016, S&P placed the long- and short-term ratings on Toshiba on CreditWatch with negative implications at the same time as lowering the long-term ratings, in response to Toshiba's announcement that it might recognize several JPY100 billion in impairment losses related to goodwill arising from its acquisition of a nuclear power business through U.S.-based Westinghouse Electric Co. LLC, because the goodwill far exceeded the company's initial estimates. WHITE WING WEAPONRY: Names David Moore as Special Patent Counsel ---------------------------------------------------------------- White Wing Weaponry, LLC seeks authorization from the U.S. Bankruptcy Court for the Eastern District of Texas to employ David Moore as special patent counsel. The Debtor operates two retain stores selling firearms and related products. The Debtor seeks to sell the Company to pay the creditors of the estate. One of the assets the Debtor seek to sell is a handcuff product that the Debtor is in the process of attempting to patent. In order to protect the product the Debtor is in the process of performing the necessary legal steps to obtain a patent of the product. The Debtor chose the firm to act as special patent counsel because it is experienced in the area of patent law. The firm will be paid a flat fee of $7.500 for performing the services necessary to prepare and file the patent application. There may be additional fees incurred after the filing of the patent application for which the Debtor will be billed an hourly rate of $300. David Moore will also be reimbursed for reasonable out-of-pocket expenses incurred. David Moore 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. About White Wing Weaponry, LLC White Wing Weaponry, LLC, filed a Chapter 11 petition (Bankr. E.D. Tex. Case Nos. 16-42144) on Nov. 28, 2016. WWW Retail, LLC filed a Chapter 11 petition (Bankr. E.D. Tex. Case No. 16-42145) on Nov. 29, 2016. The Debtors are Texas limited liability companies and operate retail firearms stores, including providing repair and servicing of firearms. The Debtors' business assets consist generally of inventory of new and used firearms held for retail sale, some of which are also on consignment for sale, equipment, parts and materials to repair firearms, receivables from these operations generated in the ordinary course of businesses together with cash payments, office equipment, furniture and software to track its sales and inventory. The Debtors lease the real property where they operate their businesses. Jeremy Hubnik (85%) and James O'Leary (15%) jointly own both Debtors. The Debtors tapped Orenstein Law Group, PC as counsel. WK CAPITAL: Seeks to Hire Fini Real Estate as Realtor ----------------------------------------------------- WK Capital Enterprises, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Kansas to hire a realtor. The Debtor proposes to hire Fini Real Estate Group, Inc. in connection with the sale or lease of its property located at 195 Main Street, Gorham, New Hampshire. The firm will get 5% of the net lease value if leased, or 5% of the purchase price of the property if sold. Thomas Fini, an agent employed with Fini Real Estate Group, disclosed in a court filing that his firm does not hold or represent any interest adverse to the Debtor's bankruptcy estate. The firm can be reached through: Thomas J. Fini Fini Real Estate Group, Inc. 169 South River Road Suite 2 Bedford, NH 03110 Direct: 603-647-6800 Toll Free: 866-278-3130 Fax: 603-647-2016 About WK Capital Enterprises WK Capital Enterprises, Inc., and its subsidiaries Capital Pizza Huts, Inc., Capital Pizza Huts of Vermont, Inc., Capital Pizza of New Hampshire, Inc. are operators of 56 Pizza Hut restaurants in six states. The central business office location for the operation of the 56 restaurants is at 3445 North Webb Road, Wichita Kansas. WK Capital Enterprises and its three units sought Chapter 11 protection (Bankr. D. Kan. Case Nos. 17-10073 to 17-10076) on Jan. 23, 2017. The petitions were signed by Kenneth Jay Wagnon, president. WK Capital disclosed $1.82 million in total assets and $19.52 million in liabilities. The Debtors tapped Edward J. Nazar, Esq., of Hinkle Law Firm LLC as Bankruptcy Counsel and Dan W. Forker, Jr., Esq., at Forker Suter Robinson & Bell LLC as co-counsel. The Debtors hired Bradley Tidemann and JP Weigand & Sons, Inc., as their a realtor; and Robert L. Simmons of MarshallMorgan, LLC, as broker. No trustee has been appointed in the case. WOODSIDE HOMES: S&P Puts 'B-' CCR on CreditWatch Positive --------------------------------------------------------- S&P Global Ratings said it placed all of its ratings on Woodside Homes Co. LLC, including its 'B-' corporate credit rating, on CreditWatch with positive implications. The CreditWatch is a result of the company's recent acquisition by Sekisui House Ltd. and S&P's lack of clarity surrounding how the change in ownership will affect the company's strategy and financial policy moving forward. Because Sekisui House Ltd. is a large, diversified homebuilder and will operate Woodside as a subsidiary, S&P no longer considers Woodside to be financial sponsor-owned as defined by S&P's criteria, which may affect its corporate credit rating and issue-level ratings on the company. S&P will await more information as Woodside and Sekisui House finalize their strategy over the next month and S&P get a better understanding of the company's plans in order to update its forecast and outlook. "We expect to resolve the CreditWatch as soon as we are able to assess Woodside's strategy, capital structure, and financial policy under new ownership, which will occur after it has released its fiscal year 2016 financial statements," said S&P Global Ratings credit analyst Christopher Andrews. "The positive implications stem from the fact that the corporate credit rating may be raised or remain the same as a result of these developments; since we have no reason to believe liquidity will be weaker after the acquisition, we do not see any likelihood that we will lower the rating from its current 'B-' level." ZALER POP HOLDINGS: Seeks to Hire McCann Garland as Legal Counsel ----------------------------------------------------------------- Zaler Pop Holdings of Wilkinsburg 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 McCann Garland Ridall & Burke to give legal advice regarding its duties under the Bankruptcy Code, negotiate with creditors, assist in the preparation of a bankruptcy plan, and provide other legal services. J. Michael Baggett, Esq., the attorney designated to represent the Debtor, will charge an hourly rate of $350. Mr. Baggett disclosed in a court filing that he and his firm are "disinterested persons" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: J. Michael Baggett, Esq. McCann Garland Ridall & Burke 11 Stanwix Street, Suite 1030 Pittsburgh, PA 15222 Phone: (412) 566-1818 Fax: (412) 566-1817 About Zaler Pop Holdings Zaler Pop Holdings of Wilkinsburg LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 17-20390) on February 3, 2017. The petition was signed by Ronald Johnson, authorized representative. At the time of the filing, the Debtor estimated assets and liabilities of less than $500,000. No official committee of unsecured creditors has been appointed in the case. [*] Moody's: Feb. Global Speculative-Grade Default Rate Dip 4.2% ----------------------------------------------------------------- Moody's global speculative-grade default rate fell to 4.2% in February for the trailing 12-month period ended February 28, dipping from January's 4.7%, the rating agency says in its latest monthly default report. Looking ahead, the global speculative-grade default rate is expected to decline even further in one year, to 2.6%, as defaults and downgrades within the embattled commodity sectors have subsided. "The precipitous decline in the projected default rate forecast is underpinned by several factors, including the recent peak in the global default rate, recovery in the commodity sectors and moderate growth in the global economy," noted said Sharon Ou, a Moody's Vice President and Senior Credit Officer. "Such a low global default rate forecast is not surprising given that the main drivers for defaults over the past two years -- namely defaults and downgrades in the commodity sectors -- have finally receded." The US speculative-grade default rate finished February at 5.4%, down from 5.9% the month prior, but still well above last year's 4.0%, Ou says, with North American issuers comprising the majority of defaults, at 69%, year-to-date. For its part, Europe's speculative-grade default rate edged lower to 2.2% from last month's 2.3%, down from the 3.0% seen a year ago. "Even though the percentage of defaults is still comparatively high, we've seen a notable decline in the contribution of defaults by commodity sectors year-over-year, declining in 2017 to 46%, as opposed to 58% in the first two months of 2016," Ou added. While commodity sector woes have eased, analysts caution that over the next 12 months, the default rate for Moody's-rated US issuers is expected to be highest in Media: Advertising, Printing & Publishing, followed by the Retail sector. In Europe, the rating agency expects the Retail sector to be the most challenged over the next 12 months. [*] ABI Announces Creation of Commission on Consumer Bankruptcy --------------------------------------------------------------- The American Bankruptcy Institute on March 13 announced the creation of a Commission on Consumer Bankruptcy. The 15-member expert panel will examine the consumer bankruptcy system and issue a report with recommended improvements that can be implemented within the existing structure. The Commission aims to modernize the consumer bankruptcy system with practical and cost-effective recommendations, building on the framework established by Bankruptcy Code of 1978 and Bankruptcy Abuse Prevention and Consumer Protection Act of 2005. The Commission will employ an open, information-gathering model that will allow interested parties across the consumer bankruptcy spectrum to provide input. The Commission is co-chaired by retired Bankruptcy Judges William Houston Brown and Elizabeth Perris. Judge Brown retired in 2006 after serving for 19 years as a bankruptcy judge for the Western District of Tennessee, during which time he also served a four-year term on the Bankruptcy Appellate Panel for the Sixth Circuit. Judge Perris served for over 30 years as a bankruptcy judge for the District of Oregon, where she twice served as a member of the Bankruptcy Appellate Panel for the Ninth Circuit. Judges Brown and Perris will supervise the overall activities of the Commission. Judge Brown, who served as a bankruptcy judge in a district with a high volume of consumer cases, said that he was excited about the opportunity for working with the experienced group of individuals serving as Commissioners and Committee members, and "I expect the final Commission report to represent consensus recommendations for improvements in the consumer bankruptcy system." Judge Perris, who had extensive consumer experience as both a trial and appellate bankruptcy judge and a seven-year member of the Advisory Committee on the Federal Rules of Bankruptcy Procedure, stated that she "is looking forward to working with the diverse group of stakeholders on the Commission and its Committees to produce recommendations that will modernize and improve the consumer bankruptcy system for all who participate." The Commission Reporter is Robert Lawless, the Max L. Rowe Professor of Law and co-director of the Program on Law, Behavior & Social Science at the University of Illinois College of Law. Prof. Lawless specializes in bankruptcy, consumer credit and business law. As Reporter for the Commission, Prof. Lawless will assist in operations and draft the final report. "As a long-time ABI member, it was a privilege to be asked to play a role in this Commission," Lawless said. "I look forward to a vigorous, open and respectful process that I hope will lead to a report around which there is a broad consensus." The Commission will be comprised of fifteen experts that broadly represent the various stakeholders in the consumer bankruptcy system. Commissioners include Michael Bates of JPMorgan Chase Bank (Lewisville, Texas), Alane Becket of Becket & Lee (Malvern, Pa.), Edward Boltz of the Offices of John T. Orcutt (Durham, N.C.), Rudy Cerone of McGlinchey Stafford (New Orleans, La.), Bankruptcy Judge Randall Dunn (ret.) (Portland, Ore.), chapter 13 trustee Henry Hildebrand (Nashville, Tenn.), Ariane Holtschlag of FactorLaw (Chicago), David Houston of Mitchell, McNutt & Sams (Aberdeen, Miss.), Richardo Kilpatrick of Kilpatrick & Associates (Auburn Hills, Mich.), Prof. Bruce Markell of the Northwestern University School of Law (Chicago), Ronald Peterson of Jenner & Block (Chicago), Prof. Katherine Porter of the University of California, Irvine, School of Law, John Rao of the National Consumer Law Center (Boston), attorney Wendell Sherk (St. Louis) and Tara Twomey of the National Consumer Bankruptcy Rights Center (Carmel, Calif.). Ex officio (non-voting) Commissioners are Edward T. Gavin of Gavin/Solmonese (Wilmington, Del.), ABI Executive Director Samuel J. Gerdano, ABI President-Elect Eugene Wedoff, and Clifford White, director of the Executive Office for U.S. Trustees. The Commission will be supported by three committees: * Committee on General Administration and the Bankruptcy Estate * Committee on Chapter 7 Issues * Committee on Chapter 13 Issues Each committee will be comprised of five commissioners and 10 non-commission members. All commissioner will serve on one of the committees. For each committee, Members' Advisory Groups will be formed to receive input and provide perspectives from a wide variety of stakeholders. Any member of ABI can join a Members' Advisory Group, and a Commission website will be launched soon for any interested individuals or groups to submit information, and to post committee meeting information and drafts of committee materials. The first public meeting of the ABI Commission on Consumer Bankruptcy will take place at the National Association of Consumer Bankruptcy Attorneys (NACBA) Annual Meeting in Orlando, Fla., on May 4-7. Announcements of future meetings, the forthcoming launch of the Commission website and other activities and information will be provided by ABI. Later this month, the Commission will make active its website and social media account, so interested persons can learn more about the Commission's work. The final report of the Consumer Bankruptcy Reform Commission will be released at ABI's Winter Leadership Conference in December 2018. About ABI ABI is the largest multi-disciplinary, nonpartisan organization dedicated to research and education on matters related to insolvency. ABI was founded in 1982 to provide Congress and the public with unbiased analysis of bankruptcy issues. The ABI membership includes more than 12,000 attorneys, accountants, bankers, judges, professors, lenders, turnaround specialists and other bankruptcy professionals, providing a forum for the exchange of ideas and information. For additional information on ABI, visit http://www.abi.org/ For additional conference information, visit http://www.abi.org/calendar-of-events [^] Recent Small-Dollar & Individual Chapter 11 Filings ------------------------------------------------------- In re Richard Ernest Caselli Bankr. C.D. Cal. Case No. 17-10842 Chapter 11 Petition filed March 6, 2017 represented by: Giovanni Orantes, Esq. ORANTES LAW FIRM PC E-mail: go@gobklaw.com In re Belinda Latrice Smith Bankr. E.D. Cal. Case No. 17-21465 Chapter 11 Petition filed March 7, 2017 Filed Pro Se In re Proinos Breakfast Club, Inc. Bankr. M.D. Fla. Case No. 17-01819 Chapter 11 Petition filed March 7, 2017 See http://bankrupt.com/misc/flmb17-01819.pdf represented by: Jake C Blanchard, Esq. BLANCHARD LAW, PA E-mail: jake@jakeblanchardlaw.com In re Plan B Sales and Marketing Co. Bankr. N.D. Ga. Case No. 17-54304 Chapter 11 Petition filed March 7, 2017 Filed Pro Se In re A.N.D.K Wealth Management, Ltd Bankr. N.D. Ga. Case No. 17-54317 Chapter 11 Petition filed March 7, 2017 Filed Pro Se In re A World of Smiles, LLC Bankr. E.D. La. Case No. 17-10494 Chapter 11 Petition filed March 7, 2017 See http://bankrupt.com/misc/laeb17-10494.pdf represented by: P. Michael Breeden, Esq. BREEDEN LAW FIRM, LLC E-mail: breedenbnk@gmail.com In re Tarpon Dynamic Industries, L.L.P Bankr. E.D. La. Case No. 17-10500 Chapter 11 Petition filed March 7, 2017 See http://bankrupt.com/misc/laeb17-10500.pdf represented by: Frederick L. Bunol, Esq. THE DERBES LAW FIRM, L.L.C. E-mail: fbunol@derbeslaw.com In re Paul Charles Rubin Bankr. D.N.J. Case No. 17-14468 Chapter 11 Petition filed March 7, 2017 represented by: Edmond M. George, Esq. OBERMAYER REBMANN MAXWELL & HIPPEL E-mail: edmond.george@obermayer.com In re Dorado Community Health Inc. Bankr. D.P.R. Case No. 17-01565 Chapter 11 Petition filed March 7, 2017 See http://bankrupt.com/misc/prb17-01565.pdf represented by: Jaime Rodriguez Perez, Esq. 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Case No. 17-10527 Chapter 11 Petition filed March 9, 2017 Filed Pro Se In re 11027 175 Corp. Bankr. E.D.N.Y. Case No. 17-41108 Chapter 11 Petition filed March 9, 2017 See http://bankrupt.com/misc/nyeb17-41108.pdf Filed Pro Se In re Hemlock 85 LLC Bankr. E.D.N.Y. Case No. 17-41109 Chapter 11 Petition filed March 9, 2017 See http://bankrupt.com/misc/nyeb17-41109.pdf Filed Pro Se In re Harriet Mouchly Weiss and Charles Weiss Bankr. S.D.N.Y. Case No. 17-10562 Chapter 11 Petition filed March 9, 2017 represented by: Gabriel Del Virginia, Esq. LAW OFFICES OF GABRIEL DEL VIRGINIA E-mail: gabriel.delvirginia@verizon.net In re Scott Golden and Adele Golden Bankr. E.D. Pa. Case No. 17-11691 Chapter 11 Petition filed March 9, 2017 represented by: Joseph R. Viola, Esq. E-mail: jrviola@comcast.net In re Robert D. Flynn and Michele Howard-Flynn Bankr. W.D. Tenn. Case No. 17-22197 Chapter 11 Petition filed March 9, 2017 represented by: Toni Campbell Parker, Esq. E-mail: tparker002@att.net In re The Greek Bros., Inc. Bankr. S.D. Tex. Case No. 17-60024 Chapter 11 Petition filed March 9, 2017 See http://bankrupt.com/misc/txsb17-60024.pdf represented by: Pamela Lloyd Stewart, Esq. LAW OFFICES OF PAMELA L. STEWART E-mail: pam@plstewart.com In re WL Mechanical Corporation trading as Westlake Heating and Air Conditioning Bankr. W.D. Va. Case No. 17-70312 Chapter 11 Petition filed March 9, 2017 See http://bankrupt.com/misc/vawb17-70312.pdf represented by: Richard E.B. Foster, Esq. RICHARD E.B. FOSTER, PLLC E-mail: rfoster@rebflaw.com In re Norelia Luzon Bankr. C.D. Cal. Case No. 17-10617 Chapter 11 Petition filed March 10, 2017 represented by: Anthony Obehi Egbase, Esq. LAW OFFICES OF ANTHONY O EGBASE & ASSOC E-mail: info@aoelaw.com In re Akhil Seth Bankr. N.D. Cal. Case No. 17-50587 Chapter 11 Petition filed March 10, 2017 represented by: David S. Henshaw, Esq. HENSHAW LAW OFFICE E-mail: david@henshawlaw.com In re Joel Claude Rowland Bankr. N.D. Ga. Case No. 17-54647 Chapter 11 Petition filed March 10, 2017 represented by: Leslie M. Pineyro, Esq. JONES AND WALDEN, LLC Email: lpineyro@joneswalden.com In re Chad William Raymond Bankr. D. Kan. Case No. 17-10313 Chapter 11 Petition filed March 10, 2017 represented by: David P. Eron, Esq. ERON LAW, P.A. E-mail: david@eronlaw.net In re Kenneth H Berkland, Jr. Bankr. D. Mass. Case No. 17-10821 Chapter 11 Petition filed March 10, 2017 represented by: John A. Ullian, Esq. LAW OFFICES OF ULLIAN & ASSOC. E-mail: john@ullianlaw.com In re G Boones at the Boonsboro Event Center, LLC Bankr. D. Md. Case No. 17-13356 Chapter 11 Petition filed March 10, 2017 See http://bankrupt.com/misc/mdb17-13356.pdf represented by: Jeffrey M. Sherman, Esq. LAW OFFICES OF JEFFREY M SHERMAN E-mail: jeffreymsherman@gmail.com In re Milford Auto Repair, LLC Bankr. D. Mich. Case No. 17-43368 Chapter 11 Petition filed March 10, 2017 See http://bankrupt.com/misc/mieb17-43368.pdf represented by: Richard F. Fellrath, Esq. E-mail: lawfell@wowway.com In re Michael Huszti and HeChung Huszti Bankr. E.D. Mich. Case No. 17-43442 Chapter 11 Petition filed March 10, 2017 represented by: Jeffrey S. Grasl, Esq. E-mail: jeff@graslplc.com In re Geoffrey Allen Rose and Deanna Kristine Rose Bankr. M.D.N.C. Case No. 17-50258 Chapter 11 Petition filed March 10, 2017 represented by: Samantha K. Brumbaugh, Esq. IVEY, MCCLELLAN, GATTON & SIEGMUND, LLP E-mail: skb@iveymcclellan.com In re Michael P. Bronsteatter Bankr. W.D. Wis. Case No. 17-10765 Chapter 11 Petition filed March 10, 2017 represented by: Jeffery Peter Phillips, Esq. FURHMAN & DODGE S.C. E-mail: jphillips@fuhrmandodge.com In re DC Doors Inc Bankr. D.D.C. Case No. 17-00138 Chapter 11 Petition filed March 11, 2017 See http://bankrupt.com/misc/dcb17-00138.pdf represented by: Jeffrey M. Sherman, Esq. LAW OFFICES OF JEFFREY M. SHERMAN E-mail: jeffreymsherman@gmail.com In re Manuel Cunha Bankr. D.N.J. Case No. 17-14836 Chapter 11 Petition filed March 12, 2017 represented by: Timothy P. Neumann, Esq. BROEGE, NEUMANN, FISCHER & SHAVER E-mail: timothy.neumann25@gmail.com ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. 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 ***