/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/170403.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, April 3, 2017, Vol. 21, No. 92 Headlines 362 ROUTE 108: Empire Beauty Opposes Approval of Plan Outline 466 WEST: Blue Rock Files Competing Chapter 11 Plan ACEMLA DE PUERTO RICO: Hires Gratacos Law as Counsel ADVANCED PAIN: Has Interim Approval to Use Cash Collateral ADVANCED SOLIDS: Philipses Buying Carlsbad Property for $260K ADVANCED SOLIDS: Sale of Midland Texas Property for $399K Approved AEROSPACE HOLDINGS: Harlow Buying All Assets for $17 Million AEROSPACE HOLDINGS: Seeks to Hire Conway MacKenzie, Appoint CRO AEROSPACE HOLDINGS: Taps BMC Group as Claims and Noticing Agent AEROSPACE HOLDINGS: Taps Greenberg Traurig as Legal Counsel AEROSPACE HOLDINGS: Wants To Obtain $1.534M Financing From Harlow ALL-TEX STAFFING: Hires Baker & Associates as Attorneys ALLEN PARK, MI: S&P Raises Underlying Rating on GO Debt to 'BB' AMERIFLEX ENGINEERING: Seeks Approval on Cash Collateral Use AMPLIPHI BIOSCIENCES: Incurs $18.8 Million Net Loss for 2016 AMPLIPHI BIOSCIENCES: Reports $24.3M Net Loss in 2016 APOLLO SOLAR: Allowed to Use Cash Collateral Through April 30 ARAMARK SERVICES: Moody's Corrects March 9 Release ARGENTO LLC: Court Approves 2nd Amended Disclosure Statement B&G FOODS: S&P Raises Rating on Existing Sr. Unsecured Debt to B+ BAIA LLC: Hires Marcus & Millichap as Real Estate Broker BAILEY HILL: To Auction Killingly Properties BALLANTRAE LLC: Wants Authorization to Use Cash Collateral BCC SANDUSKY: Case Summary & 7 Unsecured Creditors BEN SINGER: Hires Blinkenstaff & Company as Realtor BLACK MOUNTAIN: Case Summary & 20 Largest Unsecured Creditors BROOKLYN INTERIORS: Plan Filing Deadline Extended Until April 18 CAL NEVA LODGE: Capital One to Retain Liens Under Latest Plan CAL NEVA LODGE: Unsecureds to be Paid $250K Under Ladera Plan CALATLANTIC GROUP: Moody's Rates Proposed $100MM Unsec. Notes Ba2 CALIFORNIA PROTON: Sets Bidding Procedures for Proton Center CARDTRONICS INC: Moody's Rates Proposed $300MM Sr. Unsec. Bonds Ba3 CARDTRONICS PLC: S&P Revises Outlook to Neg. & Affirms 'BB+' CCR CARTER ELECTRIC: Sale of Martinez Property to Mastermind Approved CCC INFORMATION: S&P Lowers CCR to 'B-' on Increase of Term Loan B CHARLES STREET PLACE: Taps Cynthia B. Lloyd as Legal Counsel CHARTER COMMUNICATIONS: Fitch Rates New 2047 Notes Reopening BB+ CHARTER COMMUNICATIONS: Moody's Rates Proposed Sec. Notes 'Ba1' CHARTER COMMUNICATIONS: S&P Retains 'BB+' Rating on 5.125% Notes CHINA TELETECH: Incurs $52.6 Million Net Loss for 2016 CHINACAST EDUCATION: Has Nod To Obtain Up To $324,000 Financing COLLEGIUM CHARTER: S&P Affirms 'BB+' Rating on 2012 Bonds COLORADO EDUCATIONAL: S&P Affirms 'BB' Rating on 2013 & 2008 Bonds CONNECT TRANSPORT: Ch 11 Trustee Hires Shattuck as Auctioneer CONNECT TRANSPORT: Trustee Taps Didier as Tax Consultants CONSTELLIS HOLDINGS: Moody's Alters Outlook Pos. & Affirms B3 CFR CONSTELLIS HOLDINGS: S&P Puts 'B' CCR on CreditWatch Positive CRAIG WALKER: Evens Buying 53% ICS Interest for $410K CTJH INVESTMENTS: Has Final Permission to Use Cash Collateral CUMULUS MEDIA: Fails to Comply with NASDAQ Listing Rule CVC INC: Seeks Interim Approval to Use Beltone USA Cash Collateral D.J. CHRISTIE: Disclosures OK'd; Plan Hearing on April 24 DEASY ASSOCIATES: Disclosures OK'd; Plan Hearing on May 4 DEPENDABLE AUTO: Disclosures OK'd; Plan Hearing on April 26 DIAMOND INSULATION: Court Approves Disclosure Statement DIVERSIFIED COMPUTER: Taps Jones & Walden as Legal Counsel DOMINICA LLC: Cash Collateral Hearing Continued to August 22 DRAFT CONTRACTING: Reclassifies Colorado Revenue Dept. Claim EARL DURON: Nordwicks Buying Taft Property for $60K ECORE INVESTMENTS: Unsecureds to Recoup 20% Over 60 Months EDGEWELL PERSONAL: S&P Affirms 'BB+' CCR; Outlook Stable EPICENTER PARTNERS: CPF Adds Provisions on Class 4 Claims Treatment EVERETT'S AUTOMOTIVE: Can Use Cash Collateral on Interim Basis FARR ENTERPRISES: Can Continue Using Cash Collateral Until May 19 FINJAN HOLDINGS: Provides Update for the Year Ended Dec 31, 2016 FINJAN HOLDINGS: Reports $350K Net Income for 2016 FIRST ONE HUNDRED: Properties to be Sold for $700K Under ASB Plan FIRST QUALITY: S&P Revises Outlook to Stable & Affirms 'BB' CCR FLORIDA EAR: Seeks to Hire Stichter Riedel as Legal Counsel FLORIDA EAR: Seeks to Hire Suplee Shea as Accountant FLORIDA EAST: S&P Puts 'CCC+' CCR on CreditWatch Positive FOLTS HOME: Upstate-led Auction of All Assets on June 1 FREEDOM GROUP: S&P Lowers CCR to 'CCC+ on Lowered 2017 Forecast GATEWAY ENTERTAINMENT: To Auction Pittsburgh Property for $12K GATOR EQUIPMENT: Seeks to Hire Wegmann Dazet as Accountant GOING VENTURES: Can Continue Using Cash Collateral Until April 5 GULF PAVING: Seeks to Hire IronPlanet as Auctioneer GYPC INC: Voluntary Chapter 11 Case Summary HANSELL MITZEL: BYK Buying Lot 225 for $115K HETRAN INC: Hires Cunningham Chernicoff as Counsel HOUMA DOLLAR: Sunland Buying Ranger Property for $920K ICMFG & ASSOCIATES: Seeks Further Extension of Solicitation Period INTERVAL ACQUISITION: Moody's Affirms Ba2 Corporate Family Rating IPAYMENT INC: Moody's Rates Proposed $325MM 1st Lien Debt 'B1' ITUS CORP: Registration Statement Withdrawn, No Securities Sold JENSEN INDUSTRIES: Unsecured Creditors to be Paid $18K in 5 Years JPE HOME: Owner to Retain Stake Under Latest Exit Plan KENTISH TRANSPORTATION: Allowed to Enter Into Lease Agreement KINEMED INC: Seeks to Hire Bachecki Crom as Accountant LIMITLESS MOBILE: Plan Filing Deadline Extended Until August 1 LINDLEY FIRE: Taps Goe & Forsythe as Legal Counsel LTS NATIONWIDE: Has Final Authorization to Use Cash Collateral MARSH LAND: Plan Confirmation Hearing on May 17 MASHAL II ASSET: Case Summary & 8 Unsecured Creditors MAXLINEAR INC: Moody's Assigns Ba3 Corporate Family Rating MAXLINEAR INC: S&P Assigns 'BB-' CCR on Acquisition Agreement MAXUS ENERGY: Kimbell Buying ORRIs for $16 Million MCK MILLENNIUM: Lease Agreement With GSI Approved MIDWEST FARM: Wants to Use $110K of Cash Collateral MINDEN AIR: Plan Filing Deadline Extended Through April 17 MOLINA HEALTHCARE: Moody's Affirms Ba3 Sr. Debt Rating, Outlook Neg NAT'L ASSISTANCE BUREAU: Hires Dauble & Associates as Accountant NAT'L ASSISTANCE BUREAU: Seeks to Hire Holt Ney as Special Counsel NATIONAL MENTOR: Moody's Hikes Corporate Family Rating to B1 NEW ENGLAND MECHANICAL: Can Use Cash Collateral Until May 31 NEW JERSEY HEADWEAR: Plan Filing Deadline Moved Through June 14 NMSC HOLDINGS: Moody's Lowers CFR to B3 on High Finc'l Leverage NORTHEAST ENERGY: Laurel Machinery Buying Deere 160D for $64K NORTHEAST ENERGY: WTC Buying Kenworth Wench Truck for $80K NUMISMATIC SUBS: Plan Confirmation Hearing on May 2 ORBCOMM INC: Moody's Assigns First-Time B2 Corporate Family Rating ORBCOMM INC: S&P Assigns 'B' Corp. Credit Rating; Outlook Stable OUTER HARBOR: K-Line's Claim Could Change Unsecureds' Recoveries OUTER HARBOR: Wants Plan Filing Date Extended Until June 26 P10 INDUSTRIES: Hires Eric Terry as Counsel P10 INDUSTRIES: To Pay Unsecured Creditors in Full PEABODY ENERGY: S&P Gives Prelim B+ CCR on Bankr. Plan Confirmation PEABODY ENERGY: Taps Baker & McKenzie as Special Counsel PERRY ELLIS: S&P Raises CCR to 'B+'; Outlook Stable PLASKOLITE LLC: Raise in MMA Prices No Impact on Moody's B2 CFR PLAYA HOTELS: S&P Assigns 'B' CCR; Outlook Stable PRIUM COMPANIES: Unsecured Creditors to Recoup 1% Under Plan PROAMPAC PG: Moody's Affirms B3 CFR Over $249MM Term Loan Add-on PROAMPAC PG: S&P Revises Outlook to Negative & Affirms 'B' CCR PROGRESSIVE ACUTE: Allowed to Use Business First Cash Until May 19 QUICKEN LOANS: Moody's Revises Outlook to Pos. & Affirms Ba2 CFR QUORUM HEALTH: Moody's Cuts CFR to B3 on Delayed Financials Filing QUORUM HEALTH: S&P Lowers CCR to 'B-' & Puts on CreditWatch Neg. RECOM INC: Wants to Use First Home Bank Cash Collateral REDBOX WORKSHOP: Has Interim Authority to Use Cash Collateral REES ASSOCIATES: Committee Taps Province as Financial Advisor REPUBLIC AIRWAYS: Asks Court to Extend Plan Filing Through May 31 REVOLVE SOLAR: Moore Buying Property for $30K REVOLVE SOLAR: Moore Buying Property for $30K RIDGE VILLAS: Hearing on Plan, Disclosures Set for April 25 ROBERT KATZ: John Safri Buying Encino Property for $1.3M ROBERT LAMPE: Farmers Bank Buying Hamilton Properties for $1.3M ROBERT LAMPE: Wagner Buying Caterpillar Tractor for $35K ROJO ONE: Steve Simon Buying All Assets for $120K SAVANNA ENERGY: DBRS Puts B Issuer Rating Under Review SCOTT SWIMMING: Can Continue Using Cash Collateral Until April 30 SEARS HOLDINGS: S&P Cuts Rating on $1.25BB 2nd Lien Notes to 'B-' SIX FLAGS: Moody's Rates Proposed $800MM Senior Unsecured Notes B2 SIX FLAGS: S&P Affirms 'BB' CCR; Outlook Stable SOTO REEFER: Banco Popular to Get 100%, Plus 4.25%, Over 107 Mos. SOUNDVIEW ELITE: Unsecureds to Recover 99% Under Liquidation Plan SOUTHCROSS ENERGY: Approves Bonus Agreement with Key Employees SQUARETWO FINANCIAL: Hires Willkie Farr as Counsel STEINY AND COMPANY: Allowed to Use IRS Cash Collateral Until June 2 SUBURBAN PROPANE: S&P Revises Outlook to Neg. & Affirms 'BB-' CCR SUNEDISON INC: Unsecured Creditors' Recovery Unknown Under Plan TALEN ENERGY: Moody's Rates Proposed Sr. Secured Term Loan 'Ba1' TALEN ENERGY: S&P Assigns 'BB' Rating on New $400MM Secured Loan TALEN ENERGY: S&P Revises Outlook to Neg. & Affirms 'B+' ICR TERRACE MANOR: Case Summary & 20 Largest Unsecured Creditors THRU INC: Seeks Interim Authorization on Cash Collateral Use TWIN PONDS: Taps Drescher & Associates as Legal Counsel ULTIMATE AVT: To Pay Unsecureds $500 Per Month for Five Years USI INC: S&P Affirms 'B' Longterm Counterparty Credit Rating VALEANT PHARMACEUTICALS: Moody's Affirms B3 CFR, Outlook Negative VANITY SHOP: Committee Taps BGA Management as Financial Advisor VISTA CHARTER: S&P Raises Rating to BB+ on Application of Criteria VISTA ENVIRONMENTAL: Core Down Buying Geoprobe for $75K WESTERN AUTO: Allowed to Continue Using Cash Until July 2017 WESTMORELAND COAL: Gets $52M Early Repayment of Genesee Receivable WESTMORELAND COAL: Reports $393M Revenues for Fourth Quarter WESTMORELAND COAL: S&P Cuts CCR to CCC+ on Capital Structure WILKINSON FLOOR: Bank 34 Wants to Ban Cash Collateral Use YOGI CARPET: Gets Court Approval of Plan to Exit Bankruptcy [^] BOND PRICING: For the Week from March 27 to 31, 2017 ********* 362 ROUTE 108: Empire Beauty Opposes Approval of Plan Outline ------------------------------------------------------------- An unsecured creditor of 362 Route 108 Realty Trust asked a U.S. bankruptcy court to deny approval of the disclosure statement, which explains the company's proposed Chapter 11 plan of reorganization. In a filing with the U.S. Bankruptcy Court for the District of New Hampshire, Empire Beauty Schools Inc. said the plan offers creditors "no hope of recovery," pointing out that the real estate is without equity and that the company is operating without regular income. "The disclosure statement fails to adequately highlight that Mr. Brandt Atkins has used the debtor's real estate and taken the debtor's income, as if his own all to the detriment to creditors," said Empire Beauty Schools' attorney, Peter Doyle, Esq., at Shaines & McEachern P.A., in Portsmouth, New Hampshire. Mr. Doyle also said that the company's means for funding the plan are not clear. "The debtor identified no prospective tenant which might generate income to fund this plan," he said. Mr. Doyle maintains an office at: Peter V. Doyle, Esq. Shaines & McEachern P.A. 282 Corporate Drive, Suite 2 Portsmouth, NH 03802-0360 Phone: (603) 436-3110 About 362 Route 108 Realty Trust 362 Route 108 Realty Trust sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.H. Case No. 16-11405) on Oct. 3, 2016. The petition was signed by G. Brandt Atkins, trustee. At the time of the filing, the Debtor estimated assets and liabilities of less than $1 million. The Debtor hired William S. Gannon, PLLC, as legal counsel. On February 27, 2017, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization. 466 WEST: Blue Rock Files Competing Chapter 11 Plan --------------------------------------------------- Shareholders Queen Mother Dr. Blakely and Joann McLain and plan proponent Blue Rock Capital Holdings LLC filed with the U.S. Bankruptcy Court for the Southern District of New York a combined plan of reorganization for 477 West 142nd Street Housing Dev. Fund Corp. and disclosure statement. The Plan proposes to pay all creditors in full and allows the current shareholders to stay in the Premises with Life Estate, monthly rent of$400 and the ability to be brought out at any time in the future at a value to base on the then appraised value of the unit. The Plan pays all administrative expenses and fees including but not limited to the U.S. Trustee fees and all approved professional compensation and expenses in full -- current value approximately $500,000. Priority taxes will be paid in full including but not limited to NYC Dept. of Finance -- $21,300.68. The Class I claim of secured lender-first mortgagee 477 Funding will be paid in full -- approximately $1,800,000. Class II claim of the NYC Dept. of Finance will be paid in full -- approximately $535,421.96. Class III claim of the Dept. of Environmental Control Board will be paid in full -- approximately $111,669.76. Class IV claim of the Dept. of Housing Preservation & Development of City of NY-HPD will be paid $71,245.28. Three shareholders of the property, Blakely, Deberry and McClain have filed unsecured claims totaling $4,250,000. These shareholders, Blakely, DeBerry and McClain agreed to withdraw their claims, and has agreed to vote in favor of this Plan only. Class V Unsecured Claims is an impaired class. The funds necessary for implementation of the Plan will be provided by the Plan Proponent. The Disclosure Statement is available at: http://bankrupt.com/misc/nysb15-12178-101.pdf As reported by the Troubled Company Reporter on Sept. 28, 2016, the Debtor filed with the Court a disclosure statement pertaining to the amended plan of reorganization that Shirley Pitts, the Debtor's president and shareholder, is proposing. That plan proponent is not aware of any valid Class V Unsecured Claims against the Debtor. The Chapter 11 Trustee has not as yet filed Schedules. Under that plan, the disbursing agent or plan proponent will pay the allowed amount of the Class V Claims in full, in cash, on the Effective Date or as soon as practicable thereafter. Class V is an unimpaired class and is not entitled to vote to accept or reject the Plan. As reported by the Troubled Company Reporter on March 6, 2017, the Upper Group filed a Chapter 11 plan of reorganization for the Debtor that proposes to pay creditors through the sale of its real property in New York. That plan proposes to sell 477 West's five-storey building located in the Hamilton Heights Historic District for $3.2 million to an entity selected by Upper Group to hold the deed to the property. About 477 West 142nd Street 477 West 142nd Street Housing Dev. Fund Corp. is primarily in the business of ownership of real property located at 477 West 142nd Street, New York, New York, also known as 1661-1669 Amsterdam Avenue, New York, New York. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 15-12178) on Aug. 5, 2015. The court appointed Gregory Messer, Esq., as Chapter 11 trustee by orders dated March 17 and 21, 2016. The trustee is represented by Adam P. Wofse, Esq., at Lamonica Herbst & Maniscalco, LLP. ACEMLA DE PUERTO RICO: Hires Gratacos Law as Counsel ---------------------------------------------------- ACEMLA de Puerto Rico, Inc. seeks authorization from the U.S. Bankruptcy Court for the District of Puerto Rico to employ Gratacos Law Firm, P.S.C. as legal representative. The Debtor requires Gratacos Law to: (a) advice the Debtor with respect to their duties, powers and responsibilities in this case, under the laws of the United States and Puerto Rico in which the debtor in possession conducts the operations, does business or is involved in litigation; (b) advice the Debtor in connection with the determination of whether reorganization is feasible and, if not, helps Debtor in the orderly liquidation of its assets; (c) assist the Debtor in the following negotiations with creditors: (1) arranging the orderly liquidation of assets, and/or (2) proposing a viable plan of reorganization; (d) prepare on behalf of the Debtor the necessary complaints, answers, orders, reports, memoranda of law and/or any other legal papers or documents, including a Disclosure Statement and a Plan of Reorganization; (e) perform the required legal services needed by Debtor to proceed or in connection with the operation of and involvement of their business; and (f) in addition, perform the professional services as necessary for the benefit of Debtor and of the estate. The Debtor provided Gratacos Law an initial deposit of $3,500 for the expenses including the filing fee, and $5,000 as a retainer for the attorney's fees (which represent 25 hours at $200 each). Gratacos Law will also be reimbursed for reasonable out-of-pocket expenses incurred. Victor Gratacos Diaz of Gratacos Law 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. Gratacos Law can be reached at: Victor Gratacos Diaz, Esq. GRATACOS LAW FIRM, P.S.C. P.O. Box 7571 Caguas, PR 00726 Tel: (787) 746-4772 Fax: (787) 746-3633 E-mail: bankruptcy@gratacoslaw.com ACEMLA is one of the four "Performance Rights Organization" (PRO), in the United States and No. 76 in the CISAC world roster. It controls and licenses LAMCO's non-exclusive performance rights and those of its affiliate music publisher's editors and composers. This institution was created to defend the Latin composer's rights in the United States and the world, and it is as such that in 1985, by an appeal presented before the highest federal court in this country, against a decision of the Copyright Royalty Tribunal against ASCAP, BMI and SESAC, is successful, and since then ACEMLA operates as the fourth society, or a performance Rights Society (PRO), in the United States. ACEMLA de Puerto Rico Inc. dba Spacem, dba Asociacion de Compositores Y Editores de Musica LatinoAmericana, dba Sociedad Puertorriquea de Autores, Compositores y Editores de LatinoAmerica, based in San Juan, P.R., filed a Chapter 11 petition (Bankr. D.P.R. Case No. 17-02021) on March 24, 2017. The Hon. Enrique S. Lamoutte Inclan presides over the case. Victor Gratacos Diaz, Esq., at Gratacos Law Firm, PSC, serves as bankruptcy counsel. In its petition, the Debtor estimates $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The petition was signed by Luis Raul Bernard, president. A list of the Debtor's nine largest unsecured creditors is available for free at http://bankrupt.com/misc/prb17-02021.pdf ADVANCED PAIN: Has Interim Approval to Use Cash Collateral ---------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Kentucky authorized Advanced Pain Management Services, LLC to use cash collateral on an interim basis. The Debtor was authorized to continue to use cash collateral, in its ordinary course of business, and solely for the purpose of paying payroll and related tax and benefit expenses approved by the Court by a separate Order, and those items separately agreed to in writing by SunTrust Bank. The Court provided SunTrust Bank with adequate protection of its claim of security, which consists of: (a) A continued security interest in and to all prepetition accounts receivable of the Debtor. (b) A security interest in and to all postpetition accounts receivable of the debtor in possession and proceeds thereof. (c) A security interest in the inventory of the Debtor and the debtor in possession and the proceeds thereof. A full-text copy of the Order, dated March 23, 2017, is available at https://is.gd/on45bt About Advanced Pain Management Services, LLC Advanced Pain Management Services, LLC -- http://www.americanspinemd.com-- is a small business debtor as defined in 11 U.S.C. Section 101(51D) engaged in the health care business. The Debtor's aggregate noncontingent liquidated debts (excluding debts owed to insiders or affiliates) are less than $2,566,050 (amount subject to adjustment on 4/01/19 and every 3 years after that). The Company collected gross revenue for $9.97 million in 2016 and gross revenue of $10.65 million in 2015. Advanced Pain Management filed a Chapter 11 petition (Bankr. W.D. Ky. Case No. 17-30863), on March 16, 2017. The petition was signed by Khalid Kahloon, CEO and general counsel. The case is assigned to Judge Thomas H. Fulton. The Debtor is represented by James Edwin McGhee, III, Esq. at Kaplan & Partners LLP. At the time of filing, the Debtor had $1.84 million in total assets and $2.50 million in total liabilities. No trustee, examiner or statutory creditors’ committee has been appointed in the Debtor's Chapter 11 case. ADVANCED SOLIDS: Philipses Buying Carlsbad Property for $260K ------------------------------------------------------------- Advanced Solids Control, LLC, asks the U.S. Bankruptcy Court for the Western District of Texas to authorize the sale of real property described as 4005 S. Pat Garrett Ct., Carlsbad, New Mexico, to Robert and Deborah L. Phillips for $260,000. The real property is a single family residence. The Debtor believes that the proposed sales price approximates the house's market value in the context of such a sale, and is a reasonable value based upon the asset proposed to be sold and its marketability. The Debtor scheduled the house with a market value of $250,000. The house has been for sale for an extended period of time. The real property is subject to a mortgage lien to First National Bank of Beeville in the approximate amount of $430,000. Any outstanding ad valorem taxes, including the Eddy County ad valorem taxes, will be paid in full from the sale. The sale is scheduled to close on May 22, 2017. The Debtor is requesting permission to pay all reasonable closing costs, including real estate commissions, directly at closing. The net proceeds from the sale will be paid to First National Bank of Beeville towards the outstanding balance of its Note. The Debtor is requesting that the sale to the Buyers be free and clear of all liens, claims and encumbrances. Should the sale to the Buyers fail to close, the Debtor is requesting permission to sell the real property to any other third party for the minimum cash sales price in the amount of $260,000. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Advanced_Solids_63_Sales.pdf About Advanced Solids Control Advanced Solids Control, LLC, is an oilfield service company specializing in solids control for land-based oil and gas drilling operations. Advanced Solids sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 16-52748) on Dec. 2, 2016. The petition was signed by W. Lynn Frazier, managing member. The Debtor estimated assets in the range of $0 to $50,000 and $500,001 to $1,000,000 in debt. The Debtor tapped William R. Davis, Jr., Esq., at Langley & Banack, Inc., as counsel. ADVANCED SOLIDS: Sale of Midland Texas Property for $399K Approved ------------------------------------------------------------------ Judge Ronald B. King of the U.S. Bankruptcy Court for Western District of Texas authorized Advanced Solids Control, LLC's sale of real property described as 5002 Oak Valley Dr., Midland, Texas, to Edward and Laura McCabe for the cash sales price of $399,000. The sale is free and clear of all liens, claims and encumbrances. The ordinary closing costs, including real estate commissions (if any) and the local ad valorem taxing authorities (pro-rated through closing), are to be paid in full at closing. The lien of Frost National Bank (now held by WTF Rentals, LLC) will automatically attach to the net sales proceeds based upon its pre-petition priority, and the claim of WTF Rentals paid directly from the closing towards WTF Rentals' outstanding balance; any excess proceeds, if any, from the sale are property of the Estate. About Advanced Solids Control Advanced Solids Control, LLC, is an oilfield service company specializing in solids control for land-based oil and gas drilling operations. Advanced Solids sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 16-52748) on Dec. 2, 2016. The petition was signed by W. Lynn Frazier, managing member. The Debtor estimated assets in the range of $0 to $50,000 and $500,001 to $1,000,000 in debt. The Debtor tapped William R. Davis, Jr., Esq., at Langley & Banack, Inc. as counsel. AEROSPACE HOLDINGS: Harlow Buying All Assets for $17 Million ------------------------------------------------------------ Aerospace Holdings, Inc., and affiliates, ask the U.S. Bankruptcy Court for the District of Delaware to authorize the bidding procedures in connection with the sale of substantially all assets to Harlow Aerostructures, LLC ("Stalkikng Horse Bidder") for (i) a $16,000,000 credit bid; (ii) the assumption of certain contracts; (iii) the assumption of Assumed Liabilities which the Debtors project exceed $900,000; and (iv) payment of $50,000 in cash, subject to overbid. The Debtors design and manufacture a wide variety of products, including machined parts, fabricated components, and tooling for the commercial aerospace and defense markets. Collectively, the Debtors encompass a full spectrum of precision manufacturing capabilities for any scale, from individual prototypes to large lot production. The Debtors' secured debt obligations totaling approximately $38 million ("Prepetition Obligations") were originally set to mature in June 2016; however, the maturity date was extended to July 29, 2016 pursuant to an amendment to the Prepetition Credit Agreement. Due to the impending maturity of the Prepetition Credit Agreement and certain operational issues, caused in part by the impending maturity of the Debtors' secured obligations, the Debtors retained G2 Capital Advisors, LLC in July 2016 to, among other things, review and analyze the Debtors' business and financial projections and advise and assist the Debtors in evaluating potential financing or sale transactions. Despite the maturity of the Prepetition Credit Agreement, Comerica Bank continued to work with the Debtors and fund their operations through protective advances pursuant to amendments to the Prepetition Credit Agreement. On Feb. 24, 2017, the DIP Lender, a strategic competitor of the Debtors, purchased the senior secured debt from Comerica Bank to facilitate a transaction. After acquiring the Comerica Debt, the DIP Lender continued to fund the Debtors' operations while the Debtors and Harlow negotiated the material terms of a transaction. Pursuant to the terms of the Purchase Agreement, the Stalking Hose Buyer intends to credit bid a portion of the Prepetition Obligations. Simultaneously with the filing of the Motion, the Debtors have also filed a motion to obtain entry of an interim and final order approving debtor-in-possession financing to be provided by Harlow Aerostructures LLC, as lender and agent ("DIP Lender"), under a debtor-in-possession financing agreement to be agreed to by and between the Debtors and the DIP Lender ("DIP Credit Agreement"). Pursuant to the terms of the DIP Credit Agreement and the proposed interim and final order approving the DIP Credit Agreement, the DIP Lender intends to credit bid the full amount of the outstanding DIP Obligations at the Auction. In July 2016, the Debtors retained G2 as their investment banker to, among other things review and analyze the Debtors' business and financial projections, advise and assist the Debtors in evaluating potential financing or sale transactions, and begin the process of marketing the Acquired Assets for sale. Over the last 8 months, G2 has engaged in an extensive marketing process in an effort to either (i) find a refinancing solution to address the Debtors' liquidity issues or (ii) to locate a strategic partner or potential buyer for the Acquired Assets. Ultimately, the Stalking Horse Buyer offered to purchase the Debtor's first lien indebtedness at a price that was higher than the other offers received and provided the highest recovery to the Debtor's first lien lenders. The Debtors' first lien lenders accepted the Stalking Horse Buyer's offer and sold the Prepetition Obligations to the Stalking Horse Buyer. As the Debtors and G2 engaged in a lengthy and extensive refinancing and sale process prior to the Petition Date, the Debtors believe that the limited post-petition marketing process and expeditious sale process is in the best interests of the Debtors. Accordingly, with a stalking horse bidding floor and the Purchase Agreement in place, the Debtors now seek to promptly effectuate the sale transaction to the Stalking Horse Buyer, subject to a competitive bidding process that is consistent with both the timing of these Chapter 11 Cases and the Debtors' fiduciary duties to maximize value for their estates, stakeholders and parties in interest. Pursuant to the Purchase Agreement, the Stalking Horse Buyer will purchase the Acquired Assets, which constitute substantially all of the Debtors' assets and which assets are defined as the "Acquired Assets" in the Purchase Agreement. Under the Purchase Agreement, the Stalking Horse Buyer will pay a purchase price that includes: (i) a $16,000,000 credit bid; (ii) the assumption of certain contracts ("Assumed Contracts") pursuant to Section 2.5 of the Purchase Agreement and the payment of the Cure Costs; (iii) the assumption of Assumed Liabilities in accordance with Section 2.3 of the Purchase Agreement, which the Debtors project exceed $900,000; and (iv) payment of $50,000 in cash. Other than liabilities described under and specifically listed in Section 2.3 of the Purchase Agreement, the Stalking Horse Buyer is not assuming any of the Debtors' pre-closing liabilities. The Stalking Horse Buyer is also the holder of the Debtors' Prepetition Obligations aggregating approximately $38 million that is secured by substantially all of the Debtors' assets and is a strategic, industry buyer, with a robust balance sheet and a proven track record of operating businesses not dissimilar to the Debtors' business. As part of the Bidding Procedures Order, the Debtors are requesting approval of the Purchase Agreement, including a Break-Up Fee in the amount of $300,000 and an Expense Reimbursement for reasonable and documented out-of-pocket expenses in an amount up to $150,000. The Stalking Horse Buyer conditioned its willingness to serve as a Stalking Horse Buyer on the inclusion of the Bid Protections as set forth in Purchase Agreement. Additionally, the Stalking Horse Buyer would be permitted to credit the amount of the Bid Protections towards any overbid at the Auction. The Debtors respectively ask that the Court specifically approve in the Bidding Procedures Order Section 11.3 of the Purchase Agreement, which governs payment of the Break-Up Fee and the Expense Reimbursement. The Purchase Agreement is as an integral part of the Sale and requires the assumption and assignment of certain executory contracts and unexpired leases. It is thus an appropriate exercise of the business judgment for the Debtors to agree to assume and assign the Assumed Contracts as will be required by each Purchase Agreement. The Sale of the Acquired Assets pursuant to the Purchase Agreement is subject to higher and better offers. To ensure that the highest or otherwise best offer is received, the Debtors established the proposed Bidding Procedures to govern the submission of competing bids at an Auction. Accordingly, the Debtors seek the Court's approval of the Bidding Procedures. The salient terms of the Bidding Procedures are: a. Assets to Be Sold: Substantially all their assets; b. Minimum Overbid: A Cash Portion of the Minimum Overbid must total $16,600,000 and the Minimum Overbid must also provide for the Qualified Bidder to pay the Cure Costs and assume the Assumed Liabilities; c. Deposit: In an amount equal to 10% of the amount of the Minimum Overbid of the Potential Bidder. d. Auction: If at least one Qualified Bid, other than that of the Stalking Horse Buyer, is received by the Bid Deadline, the Debtors will conduct the Auction. The Auction will take place at the offices of Greenberg Traurig, LLP, 200 Park Avenue, New York, New York on the Auction Date, or such other time or place as the Debtors, in their sole discretion will determine. A copy of the Bidding Procedures and Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Aerospace_Holdings_18_Sales.PDF The Debtors' proposed timeline with respect to the Bidding Procedures, the Auction, the Sale Hearing, and the Sale is as follows: a. Objections to the proposed Bidding Procedures on or prior to April 10, 2017; b. Entry of the Bidding Procedures Order on or prior to April 12, 2017; c. Submission of additional bids by April 28, 2017 at 5:00 p.m. (PET); d. Objection to the assumption of Contracts, including Cure Costs, April 25, 2017; e. Objection to the Sale, on or prior to April 25, 2017 at 4:00 p.m.; f. Conduct the Auction, if necessary, on May 2, 2017; g. A sale hearing on or prior to May 4, 2017; h. Entry of the Sale Order on or prior to May 5, 2017; and i. Closing of the Sale on or before May 9, 2017. Because the Stalking Horse Buyer is also the pre-petition lender and has also provided debtor-in-possession financing, it holds claims that are secured by the Acquired Assets. Indeed, it is a condition of the Stalking Horse Buyer's requirement to close on the Sale that the Bidding Procedures Order permits the Stalking Horse Buyer to credit bid. The Debtors submit that the Stalking Horse Buyer should be allowed to credit bid up to the face value of its secured pre- and post-petition claims. A strong business justification exists for the Sale. Any extended delay in selling the Acquired Assets could have a severe detrimental effect on the Debtors’ ability to continue operations and preserve going concern value to the fullest extent possible. Furthermore, the proposed notice of the Sale is reasonable and adequate. Accordingly, the Debtors ask the Court to approve the sale of Assets to the Stalking Horse Bidder or Successful Bidder free and clear of liens, claims, and encumbrances. To implement the foregoing successfully, the Debtors ask a waiver of the notice requirements under Bankruptcy Rule 6004(a). The Debtors also request that, upon entry of the Sale Order, the Court waive the 14-day stay requirements of Bankruptcy Rules 6004(h) and 6006(d). The waiver of the 14-day stay imposed by Bankruptcy Rules 6004(h) and 6006(d) is a condition of Purchase Agreement. The Purchaser can be reached at: HARLOW AEROSTRUCTURES, LLC 1501 S. McLean Ave. Wichita, KS 67213 Attn: Phillip Friedman E-mail: phil@pcfconsultingllc.com The Purchaser is represented by: Kenneth Benbassat, Esq. Lance N. Jurich, Esq. LOEB & LOEB LLP 10100 Santa Monica Blvd., Los Angeles, CA 90067 E-mail: kbenbassat@loeb.com ljurich@loeb.com About Aerospace Holdings Aerospace Holdings, Inc. designs and manufactures a wide variety of products, including machined parts, fabricated components, and tooling for the commercial aerospace and defense markets. The company encompasses a full spectrum of precision manufacturing capabilities for any scale, from individual prototypes to large lot production. Aerospace Holdings, Inc. sought Chapter 11 protection (Bankr. D. Del. Case No. 17-10635) on March 27, 2017. The Debtor estimated assets in the range of $10 million to $50 million and $50 million to $100 million in debt. The Debtor tapped Dennis A. Meloro, Esq., and Nancy A. Mitchell, Esq., at Greenberg Traurig, LLP as counsel. The petition was signed by Matthew Sedigh, chief restructuring officer. AEROSPACE HOLDINGS: Seeks to Hire Conway MacKenzie, Appoint CRO --------------------------------------------------------------- Aerospace Holdings, Inc. seeks approval from the U.S. Bankruptcy Court in Delaware to hire Conway MacKenzie Management Services, LLC and appoint the firm's director as chief restructuring officer. The services to be provided by the firm and its director Matthew Sedigh include: (a) assisting Aerospace and its affiliates in managing the restructuring process; (b) providing oversight of and support to the Debtors' other professionals in connection with the contemplated sale process and overall administration of activities within their Chapter 11 proceedings; (c) assisting the Debtors in the preparation of cash flow projections to evaluate short-term liquidity requirements of the Debtors; (d) providing oversight in connection with the preparation of financial-related disclosures required by the bankruptcy court; (e) participating in meetings and assisting potential buyers of the Debtors' assets, any official committee appointed, the U.S. trustee and other parties; (f) providing oversight in connection with the preparation of analysis of creditor claims; (g) providing testimony in litigation or bankruptcy matters as required; (h) providing oversight in connection with communications and negotiations with constituents for the successful execution of the Debtors' near-term business plan; and (i) assisting in the development of a plan of reorganization. The Conway professionals designated to provide the services and their hourly rates are: Matthew Sedigh $425 Michael Flynn $395 Joseph Geraghty $595 The hourly rates for other professionals who may assist the Debtors, subject to approval by the Board of Directors, range from $395 to $685. Mr. Sedigh 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: Matthew D. Sedigh Conway MacKenzie Management Services, LLC 333 South Hope Street, Suite 3625 Los Angeles, CA 90071 Phone: 213-416-6200 Fax: 213-416-6201 About Aerospace Holdings New York-based Aerospace Holdings, Inc. and four of its affiliates design and manufacture a wide variety of products for the commercial aerospace and defense markets. The Debtors sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case Nos. 17-10635 to 17-10639) on March 27, 2017. The petitions were signed by Matthew Sedigh, chief restructuring officer. At the time of the filing, the Debtors estimated their assets at $10 million to $50 million and debts at $50 million to $100 million. The Debtors hired Conway Mackenzie as financial advisor, and BMC Group Inc. as claims and noticing agent. AEROSPACE HOLDINGS: Taps BMC Group as Claims and Noticing Agent --------------------------------------------------------------- Aerospace Holdings, Inc., et al., seek authorization from the U.S. Bankruptcy Court for the District of Delaware to employ BMC Group, Inc. as claims and noticing agent, nunc pro tunc to the March 27, 2017 petition date. The Debtors require BMC Group to: (a) prepare and serve required notices and documents in the Chapter 11 Cases in accordance with the Bankruptcy Code and the Bankruptcy Rules in the form and manner directed by the Debtors and/or the Court, including (i) notice of the commencement of the Chapter 11 Cases and the initial meeting of creditors under section 341 of Bankruptcy Code, (ii) notice of any claims bar date, (iii) notices of transfers of claims, (iv) notices of objections to claims and objections to transfers of claims, (v) notices of any hearings on a disclosure statement and confirmation of the Debtors' plan or plans of reorganization, including under Bankruptcy Rule 3017(d), (vi) notice of the effective date of any plan, and (vii) all other notices, orders, pleadings, publications, and other documents as the Debtors or Court may deem necessary or appropriate for an orderly administration of the Chapter 11 Cases; (b) maintain an official copy of the Debtors' schedules of assets and liabilities and statements of financial affairs (collectively, "Schedules"), listing the Debtors' known creditors and the amounts owed thereto; (c) maintain (i) a list of all potential creditors, equity holders, and other parties-in-interest; and (ii) a "core" mailing list consisting of all parties described in Bankruptcy Rule 2002(i), (j), and (k) and those parties that have filed a notice of appearance pursuant to Bankruptcy Rule 9010; update said lists and make said lists available upon request by a party in interest or the Clerk; (d) furnish a notice to all potential creditors of the last date for the filing of proofs of claim and a form for the filing of a proof of claim, after such notice and form are approved by this Court, and notify said potential creditors of the existence, amount, and classification of their respective claims as set forth in the Schedules, which may be effected by inclusion of such information on a customized proof of claim form provided to potential creditors; (e) maintain a post office box or address for the purpose of receiving claims and returned mail, and process all mail received; (f) for all notices, motions, orders, or other pleadings or documents served, prepare and file or cause to be filed with the Clerk an affidavit or certificate of service within 7 business days of service, which includes (i) either a copy of the notice served or the docket number(s) and title(s) of the pleading(s) served, (ii) a list of persons to whom it was mailed with their addresses, (iii) the manner of service, and (iv) the date served; (g) process all proofs of claim received, including those received by the Clerk, check said processing for accuracy, and maintain the original proofs of claim in a secure area; (h) maintain the official claims register for each Debtor on behalf of the Clerk; upon the Clerk's request, provide the Clerk with certified, duplicate, unofficial Claims Registers; and specify in the Claims Registers the following information for each claim docketed: (i) the claim number assigned, (ii) the date received, (iii) the name and address of the claimant and agent, if applicable, who filed the claim, (iv) the amount asserted, (v) the asserted classification(s) of the claim (e.g., secured, unsecured, priority, etc.), (vi) the applicable Debtor, and (vii) any disposition of the claim; (i) implement necessary security measures to ensure the completeness and integrity of the Claims Registers and the safekeeping of the original claims; (j) record all transfers of claims and provide any notices of such transfers as required by Bankruptcy Rule 3001(e); (k) relocate, by messenger or overnight delivery, all of the court-filed proofs of claim to the offices of BMC, not less than weekly; (l) upon completion of the docketing process for all claims received to date for each case, turn over to the Clerk copies of the Claims Registers for the Clerk to review; (m) monitor the Court's docket for all notices of appearance, address changes, and claims-related pleadings and orders filed, and make necessary notations on and/or changes to the Claims Registers and any service or mailing lists, including to identify and eliminate duplicative names and addresses from such lists; (n) assist in the dissemination of information to the public and respond to requests for administrative information regarding the Chapter 11 Cases as directed by the Debtors or the Court, including through the use of a case website and/or call center; (o) monitor the Court's docket in the Chapter 11 Cases and, when filings are made in error or contain errors, alert the filing party of such error and work with them to correct any such error; (p) if the Chapter 11 Cases are converted to chapter 7, contact the Clerk within 3 days of the notice to BMC of entry of the order converting the Chapter 11 Cases; (q) 30 days prior to the close of the Chapter 11 Cases, to the extent practicable, request that the Debtors submit to the Court a proposed order dismissing BMC as the Claims and Noticing Agent and terminating its services upon completion of its duties and responsibilities and upon the closing of these Chapter 11 Cases; (r) within 7 days of notice to BMC of entry of an order closing the Chapter 11 Cases, provide to the Court the final version of the Claims Registers as of the date immediately before the close of the Chapter 11 Cases; and (s) at the close of the Chapter 11 Cases, box and transport all original documents, in proper format, as provided by the Clerk, to (i) the Federal Archives Record Administration, located at Central Plains Region, 200 Space Center Drive, Lee's Summit, MO 64064 or (ii) any other location requested by the Clerk. The Debtors paid a retainer to BMC in the amount of $5,000. BMC Group will be reimbursed for reasonable out-of-pocket expenses incurred. Tinamarie Feil, president of BMC Group, 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. BMC Group can be reached at: Tinamarie Feil BMC GROUP, INC. 600 1st Avenue, Suite 203 Seattle, WA 98104 Tel: (206) 499-2169 E-mail: tfeil@bmcgroup.com About Aerospace Holdings Aerospace Holdings, Inc., Valley Tool & Manufacturing, Inc., NC Dynamics Incorporated, NCDI Mexico, Inc., and GroupAero Seattle, Inc. filed voluntary petitions under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-10635) on March 27, 2017, with the goal of selling substantially all of their assets to Harlow Aerostructures LLC, as the stalking horse bidder, and securing an effective and efficient wind down of their estates. The petitions were signed by Matthew Sedigh, chief restructuring officer. Aerospace, a Delaware corporation, owns 100% of the equity interests in (i) Valley, a Delaware corporation, (ii) NCDI, a California corporation and (iii) GroupAero Seattle, a Washington corporation. NCDI owns 100% of the equity interests in NCDI Mexico, Inc., a Delaware corporation. The equity interests of Aerospace are held by several private equity investors, institutional investors, members of management and other individuals. Valley operates a facility in Orange, Connecticut and primarily focuses on the machining and fabrication of sheet metal parts, such as doorframes, dashboards and hinges, as well as small-machined components for military and commercial rotary wing aircrafts. Valley also possesses tube-bending capabilities (up to 40 mm in diameter) that are used in the manufacturing of nozzles and tubing. NCDI was founded in 1979 and engineers, manufactures and assembles sophisticated metallic machined structures for the commercial aerospace and defense industry. Aerospace acquired NCDI in March 2012 and at the time of acquisition, NCDI's net sales exceeded $24 million and its EBITDA exceeded $5.3 million. NCDI specializes in monolithic components and assemblies manufactured from "hard metals" such as titanium, stainless steel alloys and high strength aluminum. NCDI offers multi-axis machining along with precision component assembly. NCDI operates its business from a 118,000 square foot facility in Long Beach, California. NCDI has been a key supplier for a number of commercial aerospace platforms, including the Airbus A320, Boeing 737, Boeing 787, Bombardier C-Series and Mitsubishi Regional Jets as well as a key supplier to several defense platforms including the F-16, F-18, F-35 JSF, C-5 Galaxy and Apache AH-64. As of the Petition Date, the Debtors' operations employ in excess of 220 people. Aerospace Holdings estimated $10 million to $50 million in assets and $50 million to $100 million in liabilities. The Debtors tapped Greenberg Traurig, LLP as counsel; Conway Mackenzie as financial advisors; and BMC Group, Inc., as claims and noticing agent. AEROSPACE HOLDINGS: Taps Greenberg Traurig as Legal Counsel ----------------------------------------------------------- Aerospace Holdings, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Greenberg Traurig, LLP. Greenberg will serve as legal counsel to the company and its affiliates in connection with their Chapter 11 cases. The services to be provided by the firm include advising the Debtors regarding their duties under the Bankruptcy Code, assisting them in the disposition of their assets, negotiating with creditors, and preparing a bankruptcy plan. The hourly rates charged by the firm are: Shareholders $375 - $1,235 Of Counsel $310 - $1,250 Associates $160 - $765 Legal Assistants $110 - $410 Paralegals $110 - $410 The principal attorneys proposed to represent the Debtors and their hourly rates are: Nancy Mitchell $1,150 Dennis Meloro $875 Matthew Hinker $790 Sara Hoffman $510 Jennifer Ford $325 Matthew Hinker, Esq., 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: Dennis A. Meloro, Esq. Greenberg Traurig, LLP The Nemours Building 1007 North Orange Street, Suite 1200 Wilmington, DE 19801 Tel: (302) 661-7000 Fax: (302) 661-7360 Email: melorod@gtlaw.com - and - Nancy A. Mitchell, Esq. Matthew L. Hinker, Esq. Sara A. Hoffman, Esq. Greenberg Traurig, LLP The MetLife Building 200 Park Avenue New York, NY 10166 Tel: (212) 801-9200 Fax: (212) 801-6400 Email: mitchelln@gtlaw.com Email: hinkerm@gtlaw.com Email: hoffmans@gtlaw.com About Aerospace Holdings New York-based Aerospace Holdings, Inc. and four of its affiliates design and manufacture a wide variety of products for the commercial aerospace and defense markets. The Debtors sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case Nos. 17-10635 to 17-10639) on March 27, 2017. The petitions were signed by Matthew Sedigh, chief restructuring officer. At the time of the filing, the Debtors estimated their assets at $10 million to $50 million and debts at $50 million to $100 million. The Debtors hired Conway Mackenzie as financial advisor, and BMC Group Inc. as claims and noticing agent. AEROSPACE HOLDINGS: Wants To Obtain $1.534M Financing From Harlow ----------------------------------------------------------------- Aerospace Holdings, Inc., et al., seek authorization from the U.S. Bankruptcy Court for the District of Delaware to obtain $1.534 million in senior secured post-petition financing from Harlow Aerostructures LLC and use cash collateral. A copy of the Debtors' request is available at: http://bankrupt.com/misc/deb17-10635-12.PDF The Debtors say they have an urgent and immediate need to obtain postpetition financing, as they do not have sufficient funds on hand or generated from their business to fund operations. Without the postpetition financing and the use of cash collateral, the Debtors would not be able to maintain operations pending the outcome of an orderly sale process that will maximize value for all constituents. Approximately $92,000 of the DIP Facility will be used to fund payroll and operations of a non-Debtor affiliate for the limited purposes of the completion of work on certain of the Debtors' goods that are in the possession of the non-Debtor subsidiary as of the Petition Date and the return of any finished goods back to the Debtors. The value of the parts in the possession of the non-Debtor affiliate as of the Petition Date exceeds $92,000. The Debtors have filed these cases to implement a sale of substantially all of their assets. To that end, the Debtors have entered into an asset purchase agreement with their senior lender, the DIP Lender, a competing supplier and manufacturer of products for the commercial aerospace and defense markets, to purchase substantially all of the Debtors' assets. Subject to higher and better bids and pending approval of a sale of substantially all of their assets by the Court, the Debtors require immediate access to postpetition financing and cash collateral to continue their orderly sale efforts. Harlow Aerostructures will be granted: (i) allowed superpriority administrative expense claim status in the cases to all obligations of the Debtors to the DIP Lender arising under the DIP Facility; and (ii) automatically perfected first-priority security interests in and liens on all of the collateral to secure all DIP obligations, which liens and security interest will be subject to permitted liens and the carve-out. The DIP Lender will agree to provide to the Debtors a multiple draw term loan facility of up to $1.534 million, which will mature on May 9, 2017. The DIP Lender will make advances to the Debtors, jointly and severally. The DIP Lender may, in its sole discretion, increase the loan amount. Subject to an Event of Default, the Debtors are to pay interest on the unpaid principal balance of the loan for each day it is outstanding, at the contract rate. The Contract Rate is equal to 7% per annum. Upon the occurrence of any event of default and for so long as any Event of Default will be continuing, the Contract Rate will automatically be increased to the Default Rate, and all outstanding obligations, including unpaid interest, will continue to accrue interest from the date of the Event of Default at the Default Rate applicable to the obligations. The Default Rate is equal to 10% (the sum of the Contract Rate and 3%). For the use of the prepetition collateral, the prepetition agent, for itself and the prepetition lenders, collectively will receive adequate protection: (i) replacement liens, (ii) super-priority claims, and (iii) pay all reasonable and documented fees, expenses and other obligations owing to the prepetition agent and the prepetition lenders under the prepetition loan documents and incurred after the Petition Date. The DIP credit agreement contains customary negative covenants, including, no: (a) creation of new subsidiaries; (b) mergers, consolidations, acquisitions of assets or stock; (c) investments, loans or advances; (d) creation, incurrence or assumption of indebtedness; (e) transactions with employees, directors or affiliates; (f) liens; (g) change in legal entity, jurisdiction, or organization; (h) changes in the CEO, corporate offices, location of collateral or records concerning collateral; and (i) restricted payments. About Aerospace Aerospace, a Delaware corporation, owns 100% of the equity interests in (i) Valley, a Delaware corporation, (ii) NCDI, a California corporation and (iii) GroupAero Seattle, a Washington corporation. NCDI owns 100% of the equity interests in NCDI Mexico, Inc., a Delaware corporation. The equity interests of Aerospace are held by several private equity investors, institutional investors, members of management and other individuals. Valley operates a facility in Orange, Connecticut and primarily focuses on the machining and fabrication of sheet metal parts, such as doorframes, dashboards and hinges, as well as small-machined components for military and commercial rotary wing aircrafts. Valley also possesses tube-bending capabilities (up to 40 mm in diameter) that are used in the manufacturing of nozzles and tubing. NCDI was founded in 1979 and engineers, manufactures and assembles sophisticated metallic machined structures for the commercial aerospace and defense industry. Aerospace acquired NCDI in March 2012 and at the time of acquisition, NCDI's net sales exceeded $24 million and its EBITDA exceeded $5.3 million. NCDI specializes in monolithic components and assemblies manufactured from "hard metals" such as titanium, stainless steel alloys and high strength aluminum. NCDI offers multi-axis machining along with precision component assembly. NCDI operates its business from a 118,000 square foot facility in Long Beach, California. NCDI has been a key supplier for a number of commercial aerospace platforms, including the Airbus A320, Boeing 737, Boeing 787, Bombardier C-Series and Mitsubishi Regional Jets as well as a key supplier to several defense platforms including the F-16, F-18, F-35 JSF, C-5 Galaxy and Apache AH-64. As of the Petition Date, the Debtors' operations employ in excess of 220 people. New York-based Aerospace Holdings, Inc. (Bankr. D. Del. Case No. 17-10635) and affiliates Valley Tool & Manufacturing, Inc. (Bankr. D. Del. Case No. 17-10636), NC Dynamics Incorporated (Bankr. D. Del. Case No. 17-10637), NCDI Mexico, Inc. (Bankr. D. Del. Case No. 17-10638), and GroupAero Seattle, Inc. (Bankr. D. Del. Case No. 17-10639) filed for Chapter 11 bankruptcy protection on March 27, 2017. The petition was signed by Matthew Sedigh, chief restructuring officer. Dennis A. Meloro, Esq., Nancy A. Mitchell, Esq., Matthew L. Hinker, Esq., and Sara A. Hoffman, Esq., at Greenberg Traurig, LLP, serve as the Debtors' bankruptcy counsel. BMC Group, Inc., is the Debtors' claims and noticing ageent. The Debtors estimated their assets at between $10 million and $50 million and debts at between $50 million and $100 million. ALL-TEX STAFFING: Hires Baker & Associates as Attorneys ------------------------------------------------------- All Tex Staffing and Personnel Inc. seeks authorization from the U.S. Bankruptcy Court for the Southern District of Texas to employ Reese W. Baker and Baker & Associates as attorneys. The Debtor requires Baker & Associates to: (a) analyze the financial situation, and render advice and assistance to the Debtor; (b) advise the Debtor with respect to its duties as a debtor; (c) prepare and file all appropriate petitions, schedules of assets and liabilities, statements of affairs, answers, motions and other legal papers; (d) represent the Debtor at the first meeting of creditors and such other services as may be required during the course of the bankruptcy proceedings; (e) represent the Debtor in all proceedings before the Court and in any other judicial or administrative proceeding where the rights of the Debtor may be litigated or otherwise affected; (f) prepare and file a Disclosure Statement and Chapter 11 Plan of Reorganization; and (g) assist the Debtor in any matters relating to or arising out of the captioned case. Baker & Associates will be paid at these hourly rates: Reese W. Baker, Attorney $450 Ryan Lott, Attorney $310 Karen Rose, Attorney $300 George Rick Carter, Of Counsel $350 Tammy Chandler, Paralegal $125 Jennifer Hunt, Paralegal $125 Amanda Ginesta, Paralegal $125 Gabby Martinez, Paralegal $125 Katherine Wright, Paralegal $125 Morgan Lawson, Paralegal $125 Susan Taylor, Paralegal $150 Angela Harpin, Paralegal $150 Angie Duque, Paralegal $150 The law firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Baker & Associates received from the Debtor the total amount of $12,000 prior to filing the chapter 11 case. The total pre-petition fees and expenses were $1,725.00. Baker has applied $1,717 to the filing fee. The remaining amount of $8,558 will remain deposited in the IOLTA. Reese W. Baker 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. Baker & Associates can be reached at: Reese W. Baker, Esq. BAKER & ASSOCIATES 5151 Katy Freeway Ste. 200 Houston, TX 77002 Tel: (713) 869-9200 Fax: (713) 869-9100 About All-Tex Staffing & Personnel Inc All-Tex Staffing & Personnel, Inc., based in Houston, Tex., filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 17-31109) on February 26, 2017. The Hon. Jeff Bohm presides over the case. Reese W Baker, Esq., at Baker & Associates, serves as bankruptcy counsel. In its petition, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The petition was signed by Archie N. Patterson, president. ALLEN PARK, MI: S&P Raises Underlying Rating on GO Debt to 'BB' --------------------------------------------------------------- S&P Global Ratings has raised its long-term and underlying rating (SPUR) on the city of Allen Park, Mich.'s existing general obligation (GO) debt to 'BB' from 'CCC+.' In addition, S&P is no longer making a rating distinction between the city's limited-tax GO debt and unlimited-tax GO debt because S&P believes that the city now possesses the financial flexibility with very strong general fund reserves to sustain identical ratings on both types of GO pledges. The outlook remains positive. "The upgrade reflects our opinion that we no longer believe the city's limited-tax GO debt is at possible risk of default based on city's recent successful ability to remarket a material portion of its debt as well as building and maintaining very strong available reserves," said S&P Global Ratings credit analyst Errol Arne. "Our positive outlook is based on our opinion that there is a one-in-three chance that we could raise our rating on the city within the next year due to our expectation that it will sustain its very strong budgetary flexibility and strong budgetary performance under its own authority without oversight or financial assistance from any state appointed entity," added Mr. Arne. The positive outlook reflects S&P's opinion that there is a one-in-three chance that it could raise its rating on the city within the next year as management demonstrates its ability to maintain balanced operations without state oversight for a sustained period of time. If for any reason, the city requires outside intervention (including any additional state loans) or if, in S&P's opinion, the budget falls out of operational balance or if reserves are materially affected, S&P will revise the outlook to stable. AMERIFLEX ENGINEERING: Seeks Approval on Cash Collateral Use ------------------------------------------------------------ Ameriflex Engineering, LLC, seeks authorization from the U.S. Bankruptcy Court for the District of Oregon to use cash collateral. The proposed budget reflects total cash disbursements in the approximate amounts of $811,497 for the month of March 2017, $553,894 for the month of April 2017, $636,475 for the month of May 2017, and $721,085 for the month of June 2017. The Debtor has two members: Cajon, Inc. and Pacific Diamond & Precious Metals, Inc., each with a 50% interest. The Debtor has entered into a Promissory Note Line of Credit and Security Agreement with Pacific Diamond. As of the Petition Date, the principal balance under the Line of Credit was approximately $681,936. Pacific Diamond holds a perfected security interest and liens in Debtor's cash collateral including, but not limited to, the Debtor's accounts receivable, cash, goods, inventory, equipment, fixtures, general intangibles, instruments, chattel paper, and certain intellectual property, and all products, proceeds, rents and profits of such assets. The Debtor asserts that Pacific Diamond is over secured, considering that the Debtor's inventory, equipment, and accounts receivables are estimated to have current aggregate value of approximately $1,148,000, while the balance on the Line of Credit is approximately $681,936. However, the Debtor further asserts that a substantial portion of that value is comprised of the Debtor's accounts receivables -- approximately $401,000. The Debtor contends that without the use of Pacific Diamond's cash collateral, it will have insufficient funds to support its continuing operations. The Debtor further contends that it is imperative to maintain good working relationships with its parts suppliers and vendors. The Debtor anticipates that some, and possibly all, of its vendors will require cash on delivery for supplies. As such, the Debtor must continue utilizing Pacific Diamond's cash collateral in order to continue operations uninterrupted. Pacific Diamond consents to the Debtor's use of cash collateral in exchange for a replacement security interest in and lien upon all of Debtor's postpetition assets that are of the same category, type, kind, character and description as were subject to Pacific Diamond's perfected and valid security interests in existence on the Petition Date with the same relative priority as any valid and unavoidable lien held by Pacific Diamond as of the Petition Date. A full-text copy of the Debtor's Motion, dated March 22, 2017, is available at https://is.gd/SUcF5y About Ameriflex Engineering LLC Ameriflex Engineering LLC -- http://rhboats.com/and http://fishrite-boats.com/-- is engaged in the design, development and manufacturing of boats. The Company was created in 2008 with the acquisition of the assets of then struggling River Hawk Boats, Inc. Cajon, Inc. and Pacific Diamond & Precious Metals each own 50% membership interest in the Debtor. Ameriflex Engineering filed a Chapter 11 petition (Bankr. D. Or. Case No. 17-60837), on March 22, 2017. The petition was signed by Pacific Diamond & Precious Metals, Inc., member. At the time of filing, the Debtor estimated assets and liabilities between $1 million and $10 million. The case is assigned to Judge Thomas M Renn. The Debtor tapped Tara J Schleicher, Esq. at Farleigh Wada Witt, as counsel. No trustee or examiner has been appointed in the chapter 11 case, and no committee has been appointed or designated. AMPLIPHI BIOSCIENCES: Incurs $18.8 Million Net Loss for 2016 ------------------------------------------------------------ AmpliPhi Biosciences Corporation filed with the Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $18.8 million for the year ended Dec. 31, 2016 compared to a net loss of $0.5 million for the year ended Dec. 31, 2015. As of date of filing, AmpliPhi Biosciences had $18.2 million in total assets, $8.5 million in total liabilities and $9.7 million in total shareholders' equity. AmpliPhi Biosciences has generally incurred net losses since its inception and its operations to date has been primarily limited to research and development and raising capital. Since the shift in its focus to novel therapeutics in February 2011 through Dec. 31, 2016, the Company has received approximately $51.2 million in net proceeds from issuance of equity securities and convertible debt securities. As of Dec. 31, 2016, the Company had an accumulated deficit of $381.4 million, $65.8 million of which has been accumulated since January of 2011, when the company began its focus on bacteriophage development. The Company anticipates that a substantial portion of its capital resources and efforts in the foreseeable future will be focused on completing the development and obtaining regulatory approval of their product candidates. AmpliPhi Biosciences currently expects to use its existing cash and cash equivalents for the continued research and development of its product candidates and for working capital and other general corporate purposes. AmpliPhi Biosciences expects its research and development expenses to increase for the foreseeable future as it continues development of product candidates. The Company also expects to incur additional expenses associated with operating as a public company. As a result, the Company expects to continue to incur significant and increasing operating losses at least for the next several years. AmpliPhi Biosciences does not expect to generate product revenue unless and until it successfully completes development and obtain marketing approval for at least one of its product candidates. In Ernst & Young's (auditor) opinion, the Company's financial statements present fairly, in all material respects, the consolidated financial position of AmpliPhi Biosciences Corporation at December 31, 2016 and 2015, and the consolidated results of its operations and its cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has recurring losses and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: https://is.gd/26F6r6 About AmpliPhi AmpliPhi Biosciences Corp. is a biotechnology company focused on the discovery, development and commercialization of novel phage therapeutics. Its principal offices occupy approximately 1,000 square feet of leased office space pursuant to a month-to-month sublease, located at 3579 Valley Centre Drive, Suite 100, San Diego, California. It also leases approximately 700 square feet of lab space in Richmond, Virginia, approximately 5,000 square feet of lab space in Brookvale, Australia, and approximately 6,000 square feet of lab and office space in Ljubljana, Slovenia. AMPLIPHI BIOSCIENCES: Reports $24.3M Net Loss in 2016 ----------------------------------------------------- On March 27, 2017, AmpliPhi Biosciences Corporation announced financial results for the quarter and year ended De. 31, 2016, disclosing a net loss attributable to shareholders of $24.28 million on $260,000 of revenue for the 12 months ended Dec. 31, 2016, compared with a net loss of $10.79 million on $475,000 of revenue in 2015. As of Dec. 31, 2016, the Company had $18.20 million in total assets and $8.472 million in total liabilities. "The growing incidence of antibiotic-resistant bacterial infections is a major health threat that is recognized by governments and health authorities around the world," said M. Scott Salka, CEO of AmpliPhi Biosciences. "AmpliPhi and our collaborators have made significant progress in advancing the development of bacteriophage therapies for the treatment of resistant bacterial infections and we are pleased to have reported favorable results from our first two clinical trials." Mr. Salka added, "We also strengthened our management team, streamlined our capital structure and expanded bacteriophage-related intellectual property in major global markets. We are excited about our role as a leader in this emerging field and expect 2017 to be a highly productive year for advancing the development of these much-needed innovative therapies for patients who are not well served by currently available antibiotics." A full-text copy of the filing is available at https://is.gd/OtgGpt About AmpliPhi Biosciences AmpliPhi Biosciences Corp. is a biotechnology company focused on the discovery, development and commercialization of novel phage therapeutics. Its principal offices occupy approximately 1,000 square feet of leased office space pursuant to a month-to-month sublease, located at 3579 Valley Centre Drive, Suite 100, San Diego, California. It also leases approximately 700 square feet of lab space in Richmond, Virginia, approximately 5,000 square feet of lab space in Brookvale, Australia, and approximately 6,000 square feet of lab and office space in Ljubljana, Slovenia. As of Sept. 30, 2016, the Company had $26.03 million in total assets, $7.80 million in total liabilities and $18.22 million in total stockholders' equity. Ampliphi reported a net loss attributable to common stockholders of $10.79 million for the year ended Dec. 31, 2015, compared to net income attributable to common stockholders of $21.82 million. "[T]he Company has incurred net losses since its inception, has negative operating cash flows and has an accumulated deficit of $371.9 million as of September 30, 2016, $56.4 million of which has been accumulated since January of 2011, when the Company began its focus on bacteriophage development. As of September 30, 2016, the Company had cash and cash equivalents of $4.0 million. Management believes that the Company's existing resources will be sufficient to fund the Company's planned operations through the end of 2016. These circumstances raise substantial doubt about the Company's ability to continue as a going concern," as disclosed in the Company's quarterly report for the period ended Sept. 30, 2016. APOLLO SOLAR: Allowed to Use Cash Collateral Through April 30 ------------------------------------------------------------- Judge Julie A. Manning of the U.S. Bankruptcy Court for the District of Connecticut authorized Apollo Solar, Inc., to use cash collateral on a revolving basis through and including April 30, 2017. The Debtor is authorized to use any cash collateral for the expenses identified in the Budget, which are necessary to prevent irreparable harm to the estate. The approved monthly Budget reflects estimated total cost of sales in the aggregate sum of $50,433 and total expenses of approximately $19,831. The State of Connecticut Department of Economic and Community Development alleges a first priority secured claim against all assets of the Debtor, including accounts receivable. In addition, Electronic Specialties of Connecticut, Inc., may also assert liens against the Debtor's cash and accounts receivable, which however, the Debtor believes would be junior to the rights of the CT-DECD. The CT-DECD and Electronic Specialties are granted replacement and/or substitute liens, subject only to the carve-out, in all post-petition assets and proceeds thereof. Such replacement liens will have the same validity, extent, and priority that the CT-DECD and Electronic Specialties possessed as to said liens as of the Petition Date. The CT-DECD and Electronic Specialties are also granted with liens upon post-petition assets to the extent that the CT-DECD and Electronic Specialties held valid liens as of the Petition Date, so that their interests therein will not be diminished during the pendency of the Debtor's Chapter 11 case. The Carve-out consists of amounts payable by the Debtor: (a) under Section 1930(a)(6) of Title 28 of the United States Code; (b) for Debtor's post-petition wages and employment taxes; and (c) approved fees and expenses of the Debtor's and any appointed Committee's professionals. A hearing on the Debtor's Motion for Authority to Use Cash Collateral will be held on April 25, 2017 at 10:00 a.m. A full-text copy of the Order, dated March 24, 2017, is available at https://is.gd/s6JB38 About Apollo Solar Headquartered at Fairfield, Connecticut, Apollo Solar, Inc., provides the residential, commercial, and remote telecom Photovoltaic (PV) markets with innovative, technologically superior electronics that have served industrial clients for decades. Apollo Solar filed for Chapter 11 bankruptcy (Bankr. D. Conn. Case No. 17-50247) on March 7, 2017. The petition was signed by John Pfeifer, president. As of the time of the filing, the Debtor estimated up to $50,000 in assets and $1 million to $10 million in liabilities. The case is assigned to Judge Julie A. Manning. Scott Charmoy, Esq., at Charmoy & Charmoy, is serving as counsel to the Debtor. Diversified Financial Solutions, PC, is serving as accountant. ARAMARK SERVICES: Moody's Corrects March 9 Release -------------------------------------------------- Moody's Investors Service issued a correction to a March 9, 2017 ratings release on Aramark Services. The first paragraph of the press release and the debt list were replaced with the following to indicate that the ratings on the 2024 and 2026 unsecured notes were upgraded, the ratings on the senior secured credit facilities due 2022 and 2024 were affirmed, and the ratings on the senior secured credit facilities due 2019 and 2021 and the senior unsecured notes due 2020 were unchanged. The revised release is as follows: Moody's Investors Service upgraded Aramark Services, Inc.'s senior unsecured notes due 2024 and 2026 to Ba3 from B1, as well as its Speculative Grade Liquidity ("SGL") rating to SGL-1 from SGL-2, while also assigning Ba3 ratings to its proposed senior unsecured notes due 2025. The Corporate Family rating ("CFR") was affirmed at Ba2, the Probability of Default rating ("PDR") at Ba2-PD and the senior secured credit facilities due 2022 and 2024 at Ba1. The B1 rating on the senior unsecured notes due 2020 remains unchanged. The rating outlook remains stable. Issuer: Aramark Services, Inc. Upgrades: -- Senior Unsecured Regular Bond due 2024 and 2026, Upgraded to Ba3 (LGD5) from B1 (LGD5) -- Speculative Grade Liquidity Rating, Upgraded to SGL-1 from SGL-2 Assignments: -- Senior Unsecured Regular Bond due 2025, Assigned Ba3 (LGD5) Affirmations: -- Corporate Family Rating, Affirmed Ba2 -- Probability of Default Rating, Affirmed Ba2-PD -- Senior Secured Bank Credit Facility due 2022 and 2024, Affirmed Ba1 (LGD3) Outlook: -- Outlook, Remains Stable ARGENTO LLC: Court Approves 2nd Amended Disclosure Statement ------------------------------------------------------------ Judge Madeleine C. Wanslee of the U.S. Bankruptcy Court for the District of Arizona approved Argento LLC's second amended disclosure statement referring to its second amended plan of reorganization filed on Dec. 22, 2019. The hearing to consider confirmation of the Plan shall be held at the U.S. Bankruptcy Court, 230 North First Avenue, 7th Floor, Courtroom No. 702, Phoenix, Arizona 85003 on May 3, 2017, at 11:00 a.m. The last day for filing with the Court written acceptances or rejections of the Plan is fixed at April 26, 2017. The last day for filing written acceptances or rejections of the Plan is fixed at April 26, 2017. About Argento Argento, LLC is an Arizona limited liability company formed in 2006 for the purpose of acquiring and operating a commercial building located at 15770 N. Greenway-Hayden Loop, Scottsdale, Arizona 85260. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 16-01736) on Feb. 25, 2016.Ã‚ Ã‚ The petition was signed by Maria Papagno, member. The Debtor is represented by Blake D. Gunn, Esq., at the Law Office of Blake D. Gunn.Ã‚ Ã‚ The case is assigned to Judge Madeleine C. Wanslee. The Debtor disclosed total assets of $3.5 million and total debts of $3.13 million. B&G FOODS: S&P Raises Rating on Existing Sr. Unsecured Debt to B+ ----------------------------------------------------------------- S&P Global Ratings said it will raise its rating on B&G Foods Inc.'s existing senior unsecured debt by one notch to 'B+' from 'B' following the company's announcement that it plans to repay its existing senior secured term loan A ($234 million currently outstanding) and existing revolver borrowings ($223 million outstanding) with a new $500 million senior unsecured notes issuance. In addition, S&P is revising the recovery rating on the unsecured debt to '5' from '6', reflecting S&P's expectations for modest recovery (10%-30%; rounded estimate: 20%) in the event of a payment default. The reduction in senior secured debt increases the net value available to senior unsecured creditors, improving recovery prospects. In addition, S&P is assigning a 'B+' issue-level rating and '5' recovery rating (10%-30% expected recovery; rounded estimate: 20%) to the proposed $500 million senior unsecured debt issuance. S&P will withdraw its 'BB+' issue-level and '1' recovery rating on the company's existing $300 million term loan a once it is repaid. The transaction is leverage neutral and S&P expects the company to maintain debt leverage around 5x. Therefore, all other ratings remain unchanged, including the 'BB-' corporate credit rating. The proposed debt issuance ratings are based on preliminary terms and are subject to review upon receipt of final documentation. RATINGS LIST B&G Foods Inc. Corporate Credit Rating BB-/Stable/-- Issue-Level Rating Raised; Recovery Rating Revised To From B&G Foods Inc. Senior Unsecured B+ B Recovery Rating 5(20%) 6(0%) New Rating B&G Foods Inc. Senior Unsecured $500 mil sr nts due 2025 B+ Recovery Rating 5(20%) BAIA LLC: Hires Marcus & Millichap as Real Estate Broker -------------------------------------------------------- BAIA, LLC and Ridgeville Plaza, Inc. seek authorization from the U.S. Bankruptcy Court for the District of Maryland to employ Marcus & Millichap Real Estate Investment Services, Inc. as real estate broker. The Debtors require Marcus & Millichap to market and sell the Debtors' properties. BAIA, LLC owns, leases and manages two commercial real property located at 1311 S. Main Street, Mt. Airy, Maryland 21771 and 1401 S. Main Street, Mt. Airy, Maryland 21771 (the "BAIA Real Property"). Ridgeville Plaza, Inc. owns, leases and manages commercial real property located at 206, 208 and 210 East Ridgeville Blvd., Mt. Airy, Maryland 21771 (the "Ridgeville Real Property"). The BAIA Real Property and the Ridgeville Real Property are referred to collectively as the "Properties"). The Debtors have agreed to pay a commission equal to these percentages: Purchase Price: - $10,000,000 or more from a single purchaser: 2.5% - $10,000,000 or less from a single purchaser: 3.00% - $7,500,000 or less from a single purchaser: 4.00% - $5,000,000 or less from a single purchaser: 5.00% - $2,500,000 or less from a single purchaser: 6.00% Robert Filley, senior director of the National Office and Industrial Properties Group of Marcus & Millichap, 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. Marcus and Millichap can be reached at: Robert Filley MARCUS & MILLICHAP REAL ESTATE Investment Services, Inc. 7200 Wisconsin Avenue, Suite 1101 Bethesda, MD 20814 Tel: (202) 536-3736 Fax: (202) 536-3710 About Baia, LLC Baia, LLC, is a limited liability company organized in 2006 with principal place of business located in Carroll County, Maryland. It owns, leases and manages commercial real property located at 1311 S. Main Street, Mt. Airy, Maryland 21771 and 1401 S. Main Street, Mt. Airy, MD 21771. Baia, LLC, filed a Chapter 11 petition (Bankr. D. Md. Case No. 16-26941) on Dec. 30, 2016. The petition was signed by Frank Illiano, president. The case is assigned to Judge David E. Rice. The Debtor is represented by James Greenan, Esq., at McNamee, Hosea, et al. At the time of filing, the Debtor estimated assets at $0 to $50,000 and liabilities at $10 million to $50 million. BAILEY HILL: To Auction Killingly Properties -------------------------------------------- Bailey Hill Management, LLC, asks the U.S. Bankruptcy Court for the District of Connecticut to authorize the sale of real property located at 963 Bailey Hill Road, East Killingly, Connecticut ("Bailey Property") and at 291 Slater Hill Road, Killingly, Connecticut ("Slater Property") by auction to be conducted by Malz Auctions, Inc. Prior to the Petition Date, on March 10, 2010, Bailey Hill Lending Trust, Pine Banks Nominee Lending Trust and Slater Hill Lending Trust, commenced an action in the Superior Court against the Debtor, Edward R. Eramian and Joel S. Greene ("Superior Court Action"). In the Superior Court Action, the Trusts alleged that the Debtor breached: (i) a promissory note dated Dec. 18, 2005 payable to Bailey Hill Lending Trust in the original principal amount of $2,500,000 ("Bailey Note"); and (ii) a promissory note dated July 27, 2007 payable to Pine Banks Nominee Lending Trust in the original principal amount of $500,000 ("Pine Banks Note"). The Bailey Note was secured by personal guaranty agreements executed by Eramian and Greene and by mortgages on Bailey Property owned by the Debtor and on property owned by Eramian and located at 207 Tracy Road, Dayville, Connecticut ("Tracy Property"). In addition, the Pine Banks Note was secured by personal guaranty agreements executed by Eramian and Greene and by mortgages on the Bailey Property, the Tracy Property and by Slater Property owned by Eramian. On Oct. 5, 2006, Eramian and Greene executed a promissory note in favor of Slater Hill Lending Trust in the original principal amount of $425,000 ("Slater Note") which was secured by a mortgage on the Bailey Property, the Tracy Property and the Slater Property. Subsequent to the commencement of the Superior Court Action, the Trusts, the Debtor, Eramian and Greene entered into a Settlement Agreement, which provided for payments to the Trusts in satisfaction of the debt due under the Notes and further provided that if the Debtor, Eramian and Greene defaulted on the payment schedule, the Trusts were entitled to seek entry of a stipulated judgment of $5,500,000 less credit for any payments made. The Settlement Agreement was later amended to permit an extension of the payment terms. The Debtor, Eramian and Greene defaulted under the payment terms of the Amended Settlement Agreement, and on Oct. 1, 2015, the Superior Court entered judgment in favor of the Trusts and against the Debtor, Eramian and Greene in the amount of $5,309,000. On Oct. 19, 2015, the Debtor, Eramian and Greene filed an appeal of the Judgment in the Connecticut Appellate Court. On Dec. 17, 2015, Eramian transferred his interest in the Slater Property to the Debtor. The Trusts hold the first mortgage on the Bailey Property and Slater Property, and the Debtor has listed the Trusts as an undisputed secured creditor in the amount of $5,309,000. The Trusts also filed a Proof of Claim for $5,309,000 (Proof of Claim No. 5) ("Trusts Claim"). On March 29, 2016, the Trusts filed a Motion to Dismiss arguing that: (i) the case was filed in bad faith; (ii) there is a substantial and continuing loss to the estate; and (iii) the Debtor has no ability to reorganize. The Debtor opposed the Motion to Dismiss, and at the initial hearing on the Motion to Dismiss the Court requested briefing on whether the Debtor qualifies as a "single asset real estate" debtor under Section 101(51B). Subsequently, the Parties participated in a Mediation on Aug. 24, 2016 in Boston and agreed to settlement. The Parties entered into a written settlement agreement, and the Court has approved the Settlement Agreement. Pursuant to the approval of the Settlement Agreement, the Debtor has agreed to sell the Bailey Property and Slater Property ("Properties") free and clear of liens, claims, and encumbrances on these terms and conditions: a. The Properties are to be sold at auction by Malz, doing business as Maltz Auctions, as approved by the Court; b. The Auction must take place on April 20, 2017 pursuant to the stipulation of the parties approved by the Court; c. Upon completion of the auction sale, the Trusts will receive all net sale proceeds after payment of the real estate tax claims of Euclid Claims Recovery, LLC, the Town of Killingly, and the East Killingly Tax District ("Real Estate Tax Claims") without further order towards the Trusts Claim up to the amount of $3,425,000; d. Nothwithstanding anything to the contrary set forth, any and all unsecured borrowings by the Debtor from Tracy Road will not be deducted from any sales proceeds received as contemplated; and e. All net sale proceeds will go to the Trusts upon the Closing without further Order of the Bankruptcy Court, except, or included in "net sale proceeds" will be the following expenses or costs: (i) the commission of the Broker, if applicable; (ii) typical adjustments for real estate taxes, including the satisfaction of any outstanding tax liens on the Properties; (iii) typical charges to the seller in a real estate transaction in Windham County for the payment of recording fees, conveyance taxes and similar charges; and (iv) reasonable legal fees, not to exceed $2,500, to counsel for the Debtor related to the real estate closing itself, which fees will be held in escrow pending approval of a fee application, and except lienholders distributions. To the extent there are net sale proceeds above $3,425,000, such additional funds will be split 50-50% between the Trusts and the Debtor. The Debtor now seeks approval of the Sale Proceeding set forth in the Proposed Order which is the result of cooperation between the auctioneer, the Debtor and the Trusts. A copy of the Proposed Order attached to the Motion is available for free at: The net proceeds will be distributed to these lienholders of record: A. 963 Bailey Hill Road, East Killingly (Killingly), Connecticut a. The tax liens to the East Killingly Fire District are: (i) dated June 10, 2014 and recorded June 11, 2014 in Volume 1274, Page 774; (ii) dated June 15, 2015 and recorded June 16, 2015 in Volume 1288, Page 677; (iii) dated and recorded June 14, 2016 in Volume 1303, Page 481. b. The tax liens to the Town of Killingly are: (i) dated and recorded June 11, 2014 in Volume 1274, Page 783; (ii) dated and recorded June 8, 2015 in Volume 1288, Page 404; (iii) dated and recorded March 10, 2016 in Volume 1299, Page 678; assigned to Euclid Claim Claims Recovery, LLC by Assignment Of Municipal Liens dated June 9, 2016 and recorded in Volume 1303, Page 316 of the Killingly Land Records. B. 291 Slater Hill Road, Killingly, Connecticut a. The tax liens to the Town of Killingly are: (i) $1,915, dated and recorded June 8, 2015, Volume 1288, Page 404; and $986, dated and recorded June 7, 2015, Volume 1303, Page 141. b. The tax liens to East Killingly Fire District are: (i) $143, dated June 10, 2014, recorded June 11, 2014, Volume 1274, Page 774; (ii) $152, dated June 15, recorded June 16, 2015, Volume 1288, Page 677; and (iii) $149, dated and recorded June 14, 2017, Volume 1303, Page 481. Accordingly, the Debtor anticipates that there will be a sale of the Properties free and clear of liens, claims, encumbrances, and interests. The Debtor respectfully asks the Court to enter an Order granting the relief requested and such other further relief as it deems proper. About Bailey Hill Management Bailey Hill Management, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Conn. Case No. 16-20005) on Jan. 4, 2016. The Hon. Ann M. Nevins presides over the case. Groob Ressler & Mulqueen, P.C., serves as 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 Edward R. Eramian, managing member of the Debtor. BALLANTRAE LLC: Wants Authorization to Use Cash Collateral ---------------------------------------------------------- Ballantrae, LLC, d/b/a Oceanside Academy, seeks authorization from the U.S. Bankruptcy Court for the Southern District of Florida to use cash collateral. The Debtor intends to use cash collateral for the purpose of maintaining the executive suites and paying necessary expenses to operate its pre-school/day care, and the real property located at 5937 Roebuck Road, Jupiter, FL. Currently, the Debtor receives $41,368 per month in income. The proposed monthly Budget shows that the necessary operating expenses of $40,110 are nearly equivalent to its income. American Business Lending, Inc. holds a security interest in all of the Debtor's assets including all accounts, receivables, future, fixtures, equipment, etc. The Debtor relates that at the time of the filing of the case, the Debtor was almost three months behind on its mortgage. However, the Debtor expects that within the next few month, it will be profitable and will have sufficient income to cure the arrearages on the mortgage and pay as scheduled. A full-text copy of the Debtor's Motion, dated March 22, 2017, is available at https://is.gd/InNsCu About Ballantrae, LLC Ballantrae, LLC, has a fee simple interest in a property located at 5397 Roebuck Road, Jupiter, FL. It operates a pre-school/day care facility doing business as Oceanside Academy School at the property. Ballantrae, LLC, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 17-13427) on March 22, 2017. The petition was signed by Corinne Gates, Manager Member. At the time of filing, the Debtor had $2.03 million in total assets and $3.42 million in total liabilities. The Debtor tappped Brian K. McMahon, Esq. at Brian K. McMahon, as counsel. BCC SANDUSKY: Case Summary & 7 Unsecured Creditors -------------------------------------------------- Debtor: BCC Sandusky Permanent LLC 9380 Montgomery Rd # 202 Cincinnati, OH 45242 Case No.: 17-30905 Type of Business: The Debtor is a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). Its principal place of business is at 715 Crossing Rd. Sandusky, OH 44870. Chapter 11 Petition Date: March 30, 2017 Court: United States Bankruptcy Court Northern District of Ohio (Toledo) Judge: Hon. Mary Ann Whipple Debtor's Counsel: Raymond L. Beebe, Esq. RAYMOND L BEEBE CO LPA 1107 Adams Street Toledo, OH 43604 Tel: (419) 244-8500 E-mail: RLBCT@buckeye-express.com Raybblaw@buckeye-express.com Estimated Assets: $10 million to $50 million Estimated Debts: $10 million to $50 million The petition was signed by George W. Fels, co-manager. Debtor's List of Seven Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Corso's Flower & Garden Center Services Provided $10,171 Dublin Commercial Prop Inc. Services Provided $750 Feuk Contractors Facility Repairs $5,846 Marshall & Melhorn, LLC Legal Fees and $50,136 Expenses Randal J. Goodman and Goodman 712 Crossing, Perkins $46,400 Real Estate Services Group Township, Sandusky OH 45242 - Parcel No. 32-02006.004; 715 Crossing, Perkins Township, Sandusky OH 45242 - Parcel No. 32-03439. Rumpke Waste Management $2,316 The Bank of New 712 Crossing Perkins $8,700,358 York Trust Company Township, Sandusky OH 400 S. Hope Street 45242 - Parcel No. Los Angeles, CA 90071 32-02006.004; 715 Crossing, Perkins Township, Sandusky OH 45242 - Parcel No. 32-03439. BEN SINGER: Hires Blinkenstaff & Company as Realtor --------------------------------------------------- Ben Singer, LLC seeks authorization from the U.S. Bankruptcy Court for the Western District of Virginia to employ Blinkenstaff & Company, Realtors as realtor, nunc pro tunc to February 21, 2017. The Debtor owns an interest in real estate commonly known as 1340 Wakefield Court, Lynchburg, VA 24503, in which the Debtor appears to have equity above the value of any liens in the Property. The Debtor requires Blinkenstaff & Company to: (a) value the Property; (b) market the Property; (c) secure a buyer for the Property at the highest and best sale price possible given the condition of the Property; and (d) take any other action necessary to perform the foregoing actions. Blinkenstaff & Company will be given a commission equal to 6% of the gross sale price of the Property. Jane Blickenstaff, owner Blickenstaff & Company, 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. Blinkenstaff & Company can be reached at: Jane Blickenstaff BLINKENSTAFF & COMPANY, REALTORS 4923 Boonsboro Road Lynchburg, VA 24503 Tel: (434) 384-8000 E-mail: jane@janeblickenstaff.net Ben Singer, LLC, filed a Chapter 11 petition (Bankr. W.D. Va. Case No. 16-60848) on April 27, 2016, and is represented by Andrew S Goldstein, Esq., at Magee Goldstein Lasky & Sayers, P.C. BLACK MOUNTAIN: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Black Mountain Golf & Country Club 500 Greenway Road Henderson, NV 89015 Case No.: 17-11540 Type of Business: Black Mountain Golf is a member-owned golf facility open to the public. Situated in the Las Vegas Valley, Black Mountain Golf is non- profit corporation and a tax-exempt entity (as described in 26 U.S.C. Section 501) Website: golfblackmountain.com Chapter 11 Petition Date: March 30, 2017 Court: United States Bankruptcy Court District of Nevada (Las Vegas) Judge: Hon. Bruce T. Beesley Debtor's Counsel: Candace C Carlyon, Esq. MORRIS POLICH & PURDY, LLP 3800 Howard Hughes Pkwy, Ste 500 Las Vegas, NV 89169 Tel: (702) 862-8300 Fax: (702) 862-8400 Email: ccarlyon@mpplaw.com Estimated Assets: $10 million to $50 million Estimated Debts: $1 million to $10 million The petition was signed by Larry Tindall, president. List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Rancris, Inc. $500,000 1576 Foothill Dr. Boulder City, NV 89005 Randolph P. Schams $33,000 Elite Golf $18,000 NV Energy $7,241 Southern Nevada Golf Association $4,380 City of Henderson Utility Services $2,555 Impact Sand & Gravel $2,414 US Food Service $1,834 Nevada Beverage Company $1,513 Anytime Plumbing $635 Coca Cola Refreshments $590 Bonanza Beverage $539 Titleist $521 All American $511 Tyco Integrated Security, LLC $345 GE Mobile Water $327 Glazer's Wine and Spirits $312 Canon Financial Services, Inc. $287 Break Thru Beverage Nevada Inc. $281 Johnson Brothers of Nevada $260 BROOKLYN INTERIORS: Plan Filing Deadline Extended Until April 18 ---------------------------------------------------------------- Judge Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York extended Brooklyn Interiors, Inc. d/b/a The DDC Group's exclusive periods for filing a plan of reorganization and soliciting acceptances to the plan to April 18, 2017, and June 18, 2017, respectively. The Troubled Company Reporter reported on Feb. 20, 2017, that the Debtor is still working on various issues relating to the reorganization that will further progress beyond the current exclusive periods. The Debtor also said that it will require additional time to analyze and negotiate payment terms of the claims filed against it including, but not limited to, the large claims filed by Plan Do See America, Inc. and JPMorgan Chase Bank, for pre-petition liabilities. About Brooklyn Interiors Brooklyn Interiors, Inc. filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 1622845), on June 22, 2016. The Petition was signed by Dennis Darcy, president. The Debtor is represented by Kenneth A. Reynolds, Esq. at McBreen & Kopko. At the time of filing, the Debtor estimated assets at $100,000 to $500,000 and liabilities at $500,000 to $1 million. A Creditors' Committee has not been appointed by the Office of the United States Trustee. CAL NEVA LODGE: Capital One to Retain Liens Under Latest Plan ------------------------------------------------------------- Cal Neva Lodge, LLC, and New Cal-Neva Lodge, LLC, filed with the U.S. Bankruptcy Court in Nevada their latest disclosure statement, which explains the companies' proposed plan to exit Chapter 11 protection. The latest restructuring plan classifies the secured claim of Capital One Bank against New Cal-Neva in Class 6. Under the plan, Capital One will retain its liens on the Fairwinds Estate pending full payment of all amounts due to it. Fairwinds Estate is an expansive lakefront chalet located in Kings Beach, California, and is encumbered by a mortgage in favor of Capital One. The outstanding amount owed on the mortgage is approximately $4.5 million. The latest plan also proposes alternative treatments to Class 6 claim, one of which is to pay Capital One from the proceeds of the sale of the property securing its claim. Another proposal is to resolve the claim through a settlement agreement approved by the court, under which the bank will receive periodic payments. A copy of the first amended disclosure statement for Cal Neva Lodge is available for free at https://is.gd/k1tN4M A copy of the first amended disclosure statement for New Cal-Neva is available for free at https://is.gd/GCs2oQ About Cal Neva Lodge Cal Neva Lodge, LLC, initially filed a Chapter 11 bankruptcy petition (Bankr. N.D. Cal. Case No. 16-10514) on June 10, 2016. The case was subsequently transferred to the U.S. Bankruptcy Court for the District of Nevada on Oct. 13, 2016, and assigned Case No. 16-51281. On Oct. 25, 2016, the case was reassigned to Judge Gregg W. Zive. Jeffer Mangles Butler & Mitchell LLC represents the Debtor as general counsel. In its petition, the Debtor estimated $50 million to $100,000 million in assets and $10 million to $50 million in liabilities. The petition was signed by William T. Criswell, president. About New Cal-Neva Lodge New Cal-Neva Lodge, LLC, based in Saint Helena, CA, filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 16-10648) on July 28, 2016. The Hon. Thomas E. Carlson presides over the case. Jane Kim, Esq., and Peter Benvenutti, Esq., at Keller & Benvenutti LLP, serve as bankruptcy counsel. In its petition, the Debtor estimated $50 million to $100 million in assets and $10 million to $50 million in liabilities. The petition was signed by Robert Radovan, president and secretary. U.S. Trustee Tracy Hope Davis on Sept. 13 appointed four creditors to serve on the official committee of unsecured creditors of New Cal-Neva Lodge, LLC. The Committee hired Pachulski Stang Ziehl & Jones LLP, as legal counsel; Province, Inc. as financial advisor; Fennemore Craig P.C. as Nevada counsel. CAL NEVA LODGE: Unsecureds to be Paid $250K Under Ladera Plan ------------------------------------------------------------- Ladera Development, LLC, filed with the U.S. Bankruptcy Court for the District of Nevada its proposed Chapter 11 plan of reorganization for Cal Neva Lodge, LLC and its subsidiary New Cal-Neva Lodge, LLC According to the proposed plan, all properties of Cal Neva Lodge and New Cal-Neva, and all their obligations created under the plan will be consolidated into a new entity called NewCo LLC. Under the plan, NewCo Investor and Suntoro Partners, LLC, will make a new equity investment in NewCo with a total value of $65 million. NewCo will use the investment to, among other things, pay Ladera $4 million and pay a total of $250,000, which includes $100,000 to establish a litigation trust, in full satisfaction of general unsecured claims filed against Cal Neva Lodge and its subsidiary. Under the plan, Ladera will partially convert its secured claim by accepting a partial payment of $4 million of its $8.2 million secured claim on the effective date of the plan, and converting the remainder of its claim to a 10% equity ownership interest in NewCo. Meanwhile, creditors holding Class 10 general unsecured claims against New Cal-Neva and Class 11 general unsecured claims against Cal Neva Lodge will be paid pro rata from initial distribution of $150,000, and 70% of proceeds from the litigation trust, according to Ladera's disclosure statement filed on March 21. A copy of the disclosure statement for Cal Neva Lodge is available for free at https://is.gd/YRdY49 A copy of the disclosure statement for New Cal-Neva is available for free at https://is.gd/ZS9GlO Ladera is represented by: Louis M. Buballa III, Esq. Kaempfer Crowell 50 W. Liberty Street, Suite 700 Reno, NV 89501 Tel: (775) 852-3900 Fax: (775) 327-2011 Email: lbubala@kcnvlaw.com -- and -- Jason E. Rios, Esq. Felderstein Fitzgerald Willoughby & Pascuzzi LLP 400 Capitol Mall, Suite 1750 Sacramento, CA 95814 Tel: (916) 329-7400 Fax: (916) 329-7435 Email: jrios@ffwplaw.com About Cal Neva Lodge Cal Neva Lodge, LLC, initially filed a Chapter 11 bankruptcy petition (Bankr. N.D. Cal. Case No. 16-10514) on June 10, 2016. The case was subsequently transferred to the U.S. Bankruptcy Court for the District of Nevada on Oct. 13, 2016, and assigned Case No. 16-51281. On Oct. 25, 2016, the case was reassigned to Judge Gregg W. Zive. Jeffer Mangles Butler & Mitchell LLC represents the Debtor as general counsel. In its petition, the Debtor estimated $50 million to $100,000 million in assets and $10 million to $50 million in liabilities. The petition was signed by William T. Criswell, president. About New Cal-Neva Lodge New Cal-Neva Lodge, LLC, based in Saint Helena, CA, filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 16-10648) on July 28, 2016. The Hon. Thomas E. Carlson presides over the case. Jane Kim, Esq., and Peter Benvenutti, Esq., at Keller & Benvenutti LLP, serve as bankruptcy counsel. In its petition, the Debtor estimated $50 million to $100 million in assets and $10 million to $50 million in liabilities. The petition was signed by Robert Radovan, president and secretary. U.S. Trustee Tracy Hope Davis on Sept. 13 appointed four creditors to serve on the official committee of unsecured creditors of New Cal-Neva Lodge, LLC. The Committee hired Pachulski Stang Ziehl & Jones LLP, as legal counsel; Province, Inc. as financial advisor; Fennemore Craig P.C. as Nevada counsel. CALATLANTIC GROUP: Moody's Rates Proposed $100MM Unsec. Notes Ba2 ----------------------------------------------------------------- Moody's Investors Service assigned a Ba2 rating to CalAtlantic Group, Inc.'s proposed $100 million unsecured notes that will be added on to its existing $300 million 2024 unsecured notes. In addition, CalAtlantic is also proposing to issue another $100 million notes that will be added on to its existing $300 million 2026 notes that are rated Ba2. The $200 million proceeds will be used to repay the company's existing 8.4% $230 million senior unsecured notes at maturity in May 2017. CalAtlantic's Corporate Family Rating is Ba2 and outlook is stable. The following rating actions were taken: Proposed $100 million add-on to existing senior unsecured notes due 2024, assigned Ba2 (LGD4). The Ba2 rating on the $230 million unsecured notes due 2017 will be withdrawn at the close of this transaction. RATINGS RATIONALE CalAtlantic's Ba2 Corporate Family Rating is supported by its business profile that includes good size and scale, a nationally diversified geographic footprint, and a full array of product offerings. Formed by the merger of Standard Pacific and Ryland Group in 2015, CalAtlantic is the fourth largest homebuilder in the US with $6.4 billion in revenues in 2016. The combined entity has a geographic footprint spanning from coast to coast in 17 states and 41 metropolitan statistical areas. CalAtlantic also has a wide product offering including entry level, move up, active adult communities, and luxury homes. CalAtlantic's credit metrics are appropriate for the rating category; it finished 2016 with a homebuilding debt to capitalization ratio of 45.1% and homebuilding EBIT interest coverage of 3.8x. Moody's is projecting modest deleveraging to just below 45% with homebuilding EBIT interest coverage moving above 4.0x in 2017. At the same time, the rating considers gross margins that, as for most of the homebuilding industry, will weaken in 2017. CalAtlantic finished 2016 with gross margins of 21.9% and Moody's expects this metric to approach 20% in 2017. CalAtlantic's SGL-2 Speculative Grade Liquidity (SGL) Rating reflects the company's good liquidity profile and takes into consideration internal liquidity, external liquidity, covenant compliance, and alternate liquidity. As of December 31, 2016, the company had $191 million of unrestricted cash on the balance sheet. CalAtlantic has a $750 million revolving credit facility that, as of December 31, 2016, had $638 million available to be drawn. The credit facility is subject to a series of covenants including a minimum tangible net worth of $1.9 billion, a maximum net homebuilding leverage ratio of 2.0 to 1.0, and a minimum EBITDA interest coverage of 1.25x. Moody's projects the company to have significant cushion under each of these for the next 12 to 18 months. CalAtlantic's debt capital structure is unsecured, giving it ample alternate liquidity options with its unencumbered land supply. The stable outlook reflects that the company's credit metrics are anticipated to improve over the next 12-18 months as industry conditions steadily advance. The ratings could be upgraded if the company's homebuilding debt to capitalization is sustained below 40%, homebuilding interest coverage is close to 6.0x, and homebuilding gross margins are well above 20%. The ratings could be downgraded if homebuilding debt to capitalization increases above 50% on a sustained basis, homebuilding interest coverage falls below 3.5x, there is a deterioration in profitability or weakening of industry conditions, or if the company engages in any sizable acquisition and/or shareholder friendly activities. The principal methodology used in this rating was Homebuilding And Property Development Industry published in April 2015. Headquartered in Irvine, California and formed by the 2015 merger of Standard Pacific Corp. and The Ryland Group, Inc., CalAtlantic Group, Inc. ("CalAtlantic") constructs and sells single-family attached and detached homes. The company operates in 41 metropolitan statistical areas (MSAs) and is in the entry-level, move-up, luxury, and active adult segments. CalAtlantic is the fourth largest homebuilder in the United States with revenues for the trailing twelve months (TTM) December 31, 2016 of $6.4 billion. CALIFORNIA PROTON: Sets Bidding Procedures for Proton Center ------------------------------------------------------------ California Proton Treatment Center asks the U.S. Bankruptcy Court for the District of Delaware to authorize the bidding procedures in connection with the sale of its freestanding healthcare center in San Diego, California ("Proton Center"). A hearing on the Motion is set for April 12, 2017 at 10:00 a.m. The objection deadline is April 5, 2017 at 4:00 p.m. The Debtor operates the Proton Center, which provides proton radiation treatment services for patients with cancerous solid tumors. It is an approximately 100,000 square foot purpose-built facility that is unique to the region, housing proton therapy equipment, as well as diagnostic, planning, and treatment equipment. It is staffed with full-time physicians and medical support personnel experienced in the use of proton therapy. The Proton Center opened in February 2014 and is staffed pursuant to the Scripps Management Agreement between the Debtor and Scripps Clinic Medical Group, Inc., pursuant to which the Debtor is generally responsible for maintaining the non-medical aspects of the Proton Center's operations (such as utilities, maintenance, property taxes, property management, etc.), and for supplying and maintaining the proton systems equipment necessary to deliver proton therapy to patients, while Scripps, in turn, is responsible for delivering the actual medical care to the patients. In such capacity, Scripps is responsible for hiring physicians and other health care personnel (all of whom are employees of Scripps, not the Debtor), maintaining the patients' medical records, and facilitating medical billing and revenue collection. The agreement provides for an allocation of revenue generated in connection with the Proton Center—following the payment of specified expenses. Since its opening in February 2014, the Proton Center has not attracted a sufficient number of patients to operate on a break-even or profitable basis and has incurred substantial operating losses. As a result, the Debtor has relied on continual funding from its prepetition lenders to maintain operations at the Proton Center. Given the financial underperformance of the Proton Center, the Debtor has concluded that to maximize the value of its assets, the Debtor should pursue a sale of the Proton Center — with such sale to be free and clear of the Scripps Management Agreement if the buyer so requests. Scripps has a contractual right to provide health care services at the Proton Center but does not have property rights in the Proton Center itself. To resolve an actual controversy with Scripps on this subject, the Debtor filed its Complaint for Declaratory and Related Relief against Scripps on March 21, 2017. The Debtor has commenced the chapter 11 case and has filed the Motion and the Complaint to facilitate a sale of the Proton Center and the other Assets. Either the parties will reach agreement on a sale subject to the Scripps Management Agreement, or else the Court can order that the Proton Center and the other Assets be sold free and clear of all interests, including Scripps' alleged claims and interests under the Scripps Management Agreement, pursuant to Section 363(f) of the Bankruptcy Code, and any claim Scripps may assert to adequate protection can be resolved through a reserve from the sale proceeds. The Debtor and its professionals will market the Assets prior to the Auction, in the manner set forth in the Bidding Procedures Order. During this marketing process, the Debtor reserves the right, subject to consultation with ORIX Capital Markets, LLC ("Agent"), to enter into Stalking Horse Agreement with a bidder if the Debtor believes that such an agreement will further the purposes of the Auction by, among other things, enticing value maximizing bids. Accordingly, the Debtor asks authority, in the exercise of its reasonable business judgment and after consultation with the Agent, to offer the Stalking Horse Bidder any or all of these as part of a Stalking Horse Agreement: a. a Break-Up Fee in an amount to be determined by the Debtor, not to exceed 3% of the total purchase price offered by the Stalking Horse Bidder in the Stalking Horse Agreement; b. reimbursement of the Stalking Horse Bidder's reasonable and actual fees and expenses incurred as the Stalking Horse Bidder up to $250,000; and c. initial overbid protection in the amount of $100,000. The Debtor also asks that, to the extent the Debtor enters into a Stalking Horse Agreement, any Break-Up Fee and/or Expense Reimbursement be granted administrative expense priority under Sections 503(b) and 507(a)(2) of the Bankruptcy Code. The Debtor's prepetition lenders were unwilling to lend any further amounts to the Debtor without reasonable certainty of a successful sale process by the Debtor once the chapter 11 case commenced. Therefore, one of the conditions to the Debtor's use of debtor-in-possession financing is the pursuit of an expedited sale process. To that end, the Debtor has hired Cain Brothers & Company, LLC to serve as its investment banker. On March 3, 2017, the Bankruptcy Court entered the Interim DIP Order approving the postpetition financing package ("DIP Facility") offered by the Debtor's prepetition lenders, with Agent serving as the administrative agent for the DIP Lenders under the DIP Facility. The DIP Facility requires that (i) a motion for authority to sell substantially all of the Debtor's assets pursuant to Section 363 of the Bankruptcy Code be filed no later than 30 days after the filing of the Debtor's bankruptcy petition; (ii) the Court enters an order approving sale motion on terms acceptable to the Required DIP Lenders under the DIP Facility within 21 days of filing the sale motion; (iii) the bidding procedures order must specify the DIP Lenders' unconditional right to credit bid for the Assets, (iv) any sale will pay the DIP Facility in full; (v) all bids will be due within 60 days after the entry of the order approving the bidding procedures, (vi) the Debtor will commence an auction within 3 business days after the deadline for submitting bids; (vii) an order approving a sale pursuant to Section 363 of the Bankruptcy Code will be entered within 10 business days after the deadline for submitting bids; and (viii) within 25 days after the deadline for submitting bids or 5 calendar days after all necessary regulatory approvals are completed, the Debtor will have consummated the sale. As part of the proposed sale process, the Debtor, Cain, and the Debtor's other advisors will engage in a robust marketing effort for the Debtor's assets, contacting both financial and strategic investors regarding a potential sale process. The Debtor believes a prompt sale of the Assets represents the best option available for all stakeholders in the chapter 11 case. Moreover, it is critical for the Debtor to execute on a sale transaction within the timeframe contemplated by the Debtor's agreements with its postpetition lender as embodied in the proposed DIP Order, otherwise the Debtor will trigger a default under the DIP Order. The Debtor asks that the Court approves the general timeline, with the assumption that the Court will enter an order granting the Motion at the April 12, 2017 omnibus hearing for the bankruptcy case. These dates are subject to change in the event that the Bankruptcy Court does not enter an order at that hearing: a. Contract Cure Objection Deadline: Objections to the potential assumption and assignment of any Contract will be filed and served no later than 4:00 p.m. (PET) on the day that is 14 calendar days after the service of the Cure and Possible Assumption and Assignment Notice. b. Bid Deadline: June 12, 2017 at 11:59 p.m. (PET) c. Auction: The Auction, if necessary, will be held at the offices of Polsinelli PC, 222 Delaware Avenue, Suite 1101, Wilmington, Delaware on June 15, 2017 at 10:00 a.m. (PET). d. Sale Objection Deadline: Objections to the Sale will be filed and served no later than 4:00 p.m. (PET) on June 19, 2017. e. Sale Hearing: Consistent with the Court's availability and schedule, the Sale Hearing will commence on June 22, 2017 at 10:00 a.m. (PET). To optimally and expeditiously solicit, receive, and evaluate bids in a fair and accessible manner, the Debtor has developed and proposed Bidding Procedures. The salient terms of the Bidding Procedures are: a. Good Faith Deposit: Amount equal to 10% of the proposed purchase price. b. Terms: A Bid should propose a Sale involving substantially all of the Debtor's Assets. The Debtor will evaluate all Bids to determine whether such Bid(s) maximizes the value of the Debtor's estate as a whole. The Transaction Documents will also identify any executory contracts and unexpired leases of the Debtor that the Bidder wishes to have assumed and assigned to it. The Debtor will consider proposals for less than substantially all of the Debtor's assets or operations. c. Bid Deadline: June 12, 2017 at 11:59 p.m. (PET) d. Right to Credit Bid: The Agent will be deemed to be a Qualified Bidder and is not required to make any Good Faith Deposit. e. Bidding Increments and Overbid: $100,000 A copy of the Bidding Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/California_Proton_96_Sales.pdf If one or more Qualified Bids are received by the Bid Deadline, the Debtor will conduct an Auction to determine the highest and best Qualified Bid. The Debtor believes that the proposed Bidding Procedures will promote active bidding from seriously interested parties and will elicit the highest or otherwise best offers available for the Assets. Pursuant to the Motion, the Debtor is seeking the pre-approval of the Court to allow the Debtor to choose, subject to consultation with the Agent, a Stalking Horse Bidder at any time after entry of the Bidding Procedures Order, and to offer that bidder the Bid Protections without the need to return to court for further approval. The Debtor believes that such relief is warranted to ensure the Debtor's ability to take advantage of a potentially value-maximizing bid. The Sale contemplates the potential assumption and assignment of the Contracts to the Successful Bidder arising from the Auction, if any. Accordingly, the Debtor asks that the court approves the Assumption Procedure set forth in the Bidding Procedures Order. The Debtor submits that the Successful Bidder's purchase agreement will constitute the highest or otherwise best offer for the Assets and will provide a greater recovery for the Debtor's estate than would be provided by any other available alternative. As such, the Debtor's determination to sell the Assets through an Auction process and subsequently to enter into the purchase agreement with the Successful Bidder will be a valid and sound exercise of the Debtor's business judgment. Therefore, the Debtor asks that the Court makes a finding that the proposed sale of the Assets is a proper exercise of the Debtor's business judgment and is rightly authorized. The Debtor asks entry of an order at the conclusion of the Sale Hearing: (i) authorizing and approving the Sale of the Assets to the Successful Bidder on the terms substantially set forth in the Successful Bid; (ii) authorizing and approving the Sale of all or substantially all of the Assets free and clear of liens, claims, encumbrances, and other interests, including, without limitation, Scripps' claimed interests in the Proton Center, all in accordance with the Successful Bid; (iii) authorizing the assumption and assignment of the Contracts; and (iv) granting any related relief. The Debtor reserves the right to file and serve any supplemental pleading or declaration that the Debtor deems appropriate or necessary in its reasonable business judgment, including any pleading summarizing the competitive bidding and sale process and the results thereof, in support of its request for entry of the Sale Order before the Sale Hearing. About California Proton Treatment Center California Proton Treatment Center filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 17-10477) on March 1, 2017, estimating its assets and debt at $100 million to $500 million. The petition was signed by Jette Campbell, chief restructuring officer. Judge Selber Silverstein presides over the case. Locke Lord LLP serves as the Debtor's general counsel. Christopher A. Ward, Esq., at Polsinelli PC serves as co-counsel for the Debtor. Cain Brothers & Company, LLC, is the Debtor's investment banker. Carl Marks Advisory Group LLC serves as the Debtor's financial advisor. CARDTRONICS INC: Moody's Rates Proposed $300MM Sr. Unsec. Bonds Ba3 ------------------------------------------------------------------- Moody's Investors Service assigned a Ba3 rating to Cardtronics, Inc.'s proposed $300 million senior unsecured bond issue. Proceeds from this financing will be used to partially repay borrowings under the issuer's revolver which were utilized to fund the purchase of DirectCash Payments Inc. by Cardtronics' parent company, Cardtronics plc, in January 2017. Moody's assigned the following ratings: Issuer: Cardtronics, Inc. $300 million Senior Unsecured Notes due 2025 -- Ba3 (LGD-4) RATINGS RATIONALE The Ba2 Corporate Family Rating ("CFR") reflects Cardtronics' elevated pro forma leverage of approximately 3x immediately following the completion of the DirectCash acquisition as well as the company's inherent exposure to long term secular risks associated with potentially limited growth, and possible contraction, in cash-based transactions. The CFR additionally considers uncertainties relating to the company's ability to maintain surcharge and interchange rates as well as manage pressures on profitability arising from potential increases in interest rates within its markets. However, the rating is supported by Cardtronics' established market position as the world's largest operator of automated teller machines ("ATMs"), a track record of strong business expansion in recent years, and predictable operating cash flow derived from transaction-based revenues. The Ba3 ratings for Cardtronics' proposed senior unsecured notes as well as the presently outstanding $250 million senior unsecured notes reflect the issuer's Ba2-PD Probability of Default (PDR) Rating and a Loss Given Default (LGD) assessment of LGD4. Moody's does not rate Cardtronics' senior secured revolving credit facility due 2021 or the company's $287.5 million (face amount) senior unsecured convertible notes due 2020. The borrowings under the revolving credit facility are secured by a first priority security interest in substantially all assets of the company. The Ba3 rating on the senior unsecured notes, which is one notch below the CFR, reflects the subordination of these bonds to the senior secured revolving credit facility. The LGD assessment of the senior unsecured notes (LGD4) reflects the likelihood of relatively high loss absorption by the senior unsecured debt class in the event of a default. Cardtronics' SGL-2 speculative grade liquidity rating is presently supported by an unrestricted pro forma cash balance of $49.1 million as of December 31, 2016 as well as Moody's expectation that the company will generate free cash flow of more than $100 million over the next 12 months with no meaningful debt maturing over this time frame. Additionally, the company's liquidity is bolstered by the repayment of a significant portion of borrowings under Cardtronics' revolving credit facility due in 2021 from proceeds of the proposed senior unsecured notes issue. Pro forma for this repayment, approximately $189.6 million will be outstanding under the revolver as of December 31, 2016 which will be concurrently downsized from a commitment of $600 million to $400 million. Moody's expect Cardtronics to maintain good liquidity over the coming 12 months while applying free cash flow predominantly towards the further repayment of its credit facility. The stable outlook reflects Moody's expectations that Cardtronics' revenues will decline moderately in the next 12 months due to the pending loss of the company's largest customer in July 2017. Pro forma total debt to EBITDA is expected to modestly contract towards the high-2x level during this period based principally on the expectation that Cardtronics will utilize free cash flow to gradually repay borrowings associated with the DirectCash purchase. FACTORS THAT COULD LEAD TO AN UPGRADE The rating could be upgraded if Cardtronics demonstrates consistent growth in free cash flow driven by organic revenue expansion and is able to sustain debt to EBITDA leverage below 2x (Moody's adjusted). FACTORS THAT COULD LEAD TO A DOWNGRADE The rating could be downgraded if Cardtronics is unable to maintain total debt to EBITDA (Moody's adjusted) below 3x and free cash flow weakens to below the mid-teens percentage of total debt for a protracted time period. Additionally, Cardtronics' ratings could be downgraded if the company's sales are materially impacted by a decline in ATM transactions or increased usage of non-cash/electronic payment methods or technologies. The principal methodology used in this ratings was Business and Consumer Service Industry published in October 2016. Cardtronics provides consumer financial services through its network of ATMs and multi-function financial services kiosks. Cardtronics' customers primarily include large and small retailers, operators of facilities such as shopping malls and airports, and financial institutions. Moody's expects Cardtronics to generate $1.45 billion in sales in 2017. CARDTRONICS PLC: S&P Revises Outlook to Neg. & Affirms 'BB+' CCR ---------------------------------------------------------------- S&P Global Ratings revised the rating outlook on Houston –based Cardtronics plc (prior parent Cardtronics Inc.) to negative from stable and affirmed its 'BB+' corporate credit rating. At the same time, S&P assigned a 'BB+' issue-level rating and '4' recovery rating to the company's proposed $300 million senior unsecured notes due 2025. The '4' recovery rating indicates S&P's expectation of average recovery (30%-50%; rounded estimate: 40%) in the event of payment default. In addition, the company has redomiciled to the U.K. and S&P is assigning a CCR of 'BB+' with a Negative outlook to the new parent, Cardtronics plc. S&P also revised the recovery rating on the existing senior unsecured notes to '4' (30%-50%; rounded estimate: 40%) from '3' given the additional unsecured debt in the capital structure and affirmed S&P's 'BB+' issue-level ratings on those issues. Finally, S&P affirmed the 'BBB-' issue level rating on the first-lien revolver. The recovery rating is '1', indicating S&P's expectation of very high recovery (90%-100%; rounded estimate: 95%) in the event of payment default. "The outlook change reflects our view that leverage could approach 3x in 2018 through EBITDA decline, from the high-2x area at the end of 2016 (pro forma for the acquisition of DCP) following the loss of the company's largest customer (7-Eleven), which represented about 18% of 2016 revenues and 30% of EBITDA," said S&P Global Ratings credit analyst Craig Sabatini. S&P expects the ATM removals will occur in the second half of 2017 and that the relationship will be fully unwound by the end of 2017. While, S&P believes most of the lost 7-Eleven EBITDA will be replaced through the acquisition of DPC, along with cost-cutting initiatives, the company's proprietary Allpoint network will lose 15% of its ATM base (8,000 ATMs), which could reduce the value of the network to participating banks. S&P's ratings on Cardtronics also considers the company's leading U.S. market position, recurring revenue base (derived primarily from transaction fees, including interchange), and improving geographic diversification and customer concentration. Cardtronics has pursued several acquisitions over the past few years to expand its operating scale and international footprint, all of which it achieved while maintaining adjusted leverage below 3x. Cardtronics' recent acquisition of DCP, its largest purchase to-date, established new markets in Australia and New Zealand and further scaled the company's presence in Canada and the U.K. Also, the loss of the 7-Eleven contract will reduce the size of the company's largest customer to 6% from 18%, mitigating the risk that future customer losses will have a meaningful impact on the company's financial metrics. Excluding 7-Eleven, Cardtronics' global network now covers around 223,000 ATMs, primarily at nonbanking sites such as convenience stores, grocery stores, drugstores, and other retailers. Its contracts with retailers and banks average about five to seven years. ATM operators such as Cardtronics face the ongoing threat of lower demand due to growing adoption of electronic payments and digital wallets. In S&P's view, opportunities to organically add large numbers of ATMs at high-traffic, high-volume sites in the U.S. market are limited, given mature market conditions and strong competition from large bank-operated ATM networks. According to Nilson's December 2016 report, cash purchase transactions are expected to be relatively flat in the U.S. through 2020, as card and electronic based payments continue to grow as the primary means of consumer purchase transactions. As such, S&P expects Cardtronics will pursue growth in developing countries where cash is still a dominant method of payment. S&P's base-case scenario assumes: -- Real U.S. GDP growth of 2.4% in 2017 and 2.3% in 2018 -- Organic revenue growth in the low- to mid-single digits -- 7-Eleven contract unwinds completely in the second half of 2017 -- EBITDA margin in the low-20% area, recovering to mid-20% area over the next two years Based on these assumptions, S&P arrives at these credit measures: -- Adjusted leverage remains elevated in the high-2x to 3x area over the next 12 to 18 months. -- Free cash flow to debt in the low-teens percentage area through 2018. The negative rating outlook reflects S&P's concerns that leverage could approach 3x in 2018 through a decline in EBITDA, and that the loss of a large number of ATMs could dampen the appeal of the company's proprietary Allpoint network to participating banks resulting in further operating pressure. Additionally, S&P believes the lack of growth in cash usage in mature markets will likely lead to continued acquisitions to achieve growth, such that the company's leverage could remain above its historical levels. Over the next 12 to 18 months, S&P could lower the rating if leverage exceeds 3x, without prospects of declining to about 2.5x and remain there beyond 2018. This could result from rapid decline in ATM usage, inability to organically replace the EBITDA lost from its major contract, or large debt-funded acquisitions. Given that the outlook is negative, an upgrade over the coming year is unlikely. However, S&P could consider a higher rating over the longer term if the company can increase scale globally, maintain leverage under 2.5x and sustain FCF/Debt over 15% while growing revenues organically. CARTER ELECTRIC: Sale of Martinez Property to Mastermind Approved ----------------------------------------------------------------- Judge Susan D. Barrett of the U.S. Bankruptcy Court for the Southern District of Georgia authorized Carter Electric Co., Inc.'s sale of real property located at 3940 Washington Road, Martinez, Georgia, to with Mastermind Games of Augusta, LLC; and assumption and assignment of unexpired lease ("Lease"). The sale is free and clear of all liens, claims, and encumbrances. At closing, the closing attorney will pay in full the claim of State Bank that is secured by the Property and will pay all necessary costs of closing as provided in the sales contract, with the remaining proceeds ("Net Proceeds") remitted as provided. Any lien held by the Internal Revenue Service will attach to the Debtor's portion of the Net Proceeds that are to be deposited into the IOLTA trust account of Debtor's attorney. The closing attorney will remit one-half of the Net Proceeds to Margaret Carter, the co-owner of the Property. Upon the sale closing, the Lease is assumed pursuant to II U.S.C. Section 363 and the Debtor's rights and obligations under the Lease are fully assigned to the Purchaser. About Carter Electric Carter Electric Co., Inc., sought Chapter 11 protection (Bankr. S.D. Ga. Case No. 16-11007) on July 26, 2016. Judge Susan D. Barrett is assigned to the case. The Debtor estimated assets and liabilities in the range of $1 million to $10 million. The Debtor tapped Todd Boudreaux, Esq., at Boudreaux Law Firm, as counsel. The petition was signed by Walter P. Carter, president. CCC INFORMATION: S&P Lowers CCR to 'B-' on Increase of Term Loan B ------------------------------------------------------------------ S&P Global Ratings lowered its corporate credit rating on Chicago-based CCC Information Services Inc. to 'B-' from 'B'. The outlook is stable. S&P also lowered its issue-level ratings on the company's first-lien credit facilities to 'B' from 'B+'. S&P's recovery rating remains '2', indicating its expectation for substantial (70% to 90%; rounded estimate: 70%) recovery in the event of a default. In addition, S&P lowered the issue-level rating on the $375 million second-lien term loan due 2025 to 'CCC' from 'CCC+' The recovery rating remains '6', indicating S&P's expectation of negligible (0%-10%; rounded estimate: 0%) recovery in the event of a payment default. "The downgrade reflects the company's aggressive financial policy with pro forma trailing-12-month leverage of 10x at transaction close," said S&P Global Ratings credit analyst Andrew Yee. Despite S&P's expectation of low- to mid-teens organic revenue growth and EBITDA margin expansion in 2017, S&P anticipates leverage to exceed 7.5x over the next 12 months. The ratings on CCC reflect the company's relatively narrow product focus within the highly competitive and mature U.S. auto claims software market and its tolerance for high debt leverage. Its No. 1 market position in the auto claims business and its high recurring revenue base offset these risks. Total revenues grew about 8.5% in 2016 primarily driven by strong upselling to existing customers including insurers and repair shops within its auto claims business. Over the next 12 months S&P expects revenue growth to accelerate to the 13% area, as a result of recent competitive wins in its auto and casualty businesses and further upselling opportunities primarily driven by repair shops seeking to participate in insurers' direct repair programs (DRP). CCC's adjusted EBITDA margins were 30% in 2016, flat year over year. Over the next 12 months S&P expects margins to increase to the low-30% area driven by improved operating leverage as a result of recently identified contract wins and a scaling parts procurement business. CCC Information Services Inc. provides workflow tools and enabling technologies to auto repair shops, parts suppliers, and property and casualty insurance carriers. The company provides the technology and data to analyze auto collision claims and repairs. It offers CCC ONE Total Repair Platform, a collision repair software that combines estimating, shop management, and DRP performance in an application. Although CCC operates in a very competitive and mature North American market, it is growing faster than its peers primarily through upselling existing customers to new products. CCC competes with two major competitors within the North American market, MIH Parent Inc. (doing business as Mitchell International) and Solera Holdings Inc. Although CCC has expanded its product offerings, it primarily focuses on the property and casualty claim market. CCC's workflow solutions are deeply integrated into its customers' systems and processes resulting in high switching costs, ultimately leading to good revenue visibility and stable zBITDA margins. As a result, CCC has a large recurring revenue base and strong customer retention rates in the 98% area. The stable outlook reflects S&P's expectation that leverage will remain in excess of 7.5x over the next 12 months, despite its expectations for low to mid teen percentage organic revenue growth and EBITDA margin expansion and for FOCF to debt ratio to be in the mid-single-digit percent area. S&P could raise the rating over the next 12 months if leverage declines and sustains below 7.5x, while the company continues to achieve its strong revenue growth and improves its margin profile. While it is unlikely over the next 12 months, S&P could lower the rating if increased competition results in weaker-than-expected revenue and EBITDA growth leading to leverage near or exceed the current level, or if FOCF generation becomes negative, resulting in less-than-adequate liquidity. CHARLES STREET PLACE: Taps Cynthia B. Lloyd as Legal Counsel ------------------------------------------------------------ Charles Street Place, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire legal counsel. The Debtor proposes to hire the Law Office of Cynthia B. Lloyd to prepare a bankruptcy plan, assist in resolving disputed claims, and provide other legal services related to its Chapter 11 case. Cynthia Lloyd, Esq., will charge an hourly fee of $375 for her services. Associate attorneys and paralegals will charge $250 per hour and $125 per hour, respectively. Ms. Lloyd disclosed in a court filing that her firm does not represent any interest adverse to the Debtor or its bankruptcy estate. The firm can be reached through: Cynthia B. Lloyd, Esq. Law Office of Cynthia B. Lloyd 4888 Loop Central Dr., Suite 445 Houston, TX 77081 Tel: (713) 660-7400 Fax: (713) 660-9921 Email: cblloyd408@yahoo.com About Charles Street Place Based in Houston, Texas, Charles Street Place, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 17-31462) on March 6, 2017. The case is assigned to Judge Jeff Bohm. The Debtor listed under $1 million in both assets and liabilities. The case was initially filed as "Charles Street Properties, LLC". At the hearing on March 29, 2017, the Debtor's counsel, Cynthia B. Lloyd, Esq., asked the Court to change the case title from Charles Street Properties, LLC to Charles Street Place, LLC. Also at the March 29 hearing, the Court directed Ms. Lloyd to file Plan and Disclosure by July 5, 2017. The case status conference is continued to April 25, 2017 at 1:30 p.m. at Houston, Courtroom 600 (JB). CHARTER COMMUNICATIONS: Fitch Rates New 2047 Notes Reopening BB+ ---------------------------------------------------------------- Fitch Ratings has assigned a 'BBB-' rating to Charter Communications Operating, LLC's (CCO) proposed issuance of senior secured notes due 2047. Additionally, Fitch rates CCO Holding, LLC's (CCOH) proposed reopening of the 5.125% senior unsecured notes due 2027, which were first issued in January 2017, 'BB+'. CCO and CCOH are indirect, wholly owned subsidiaries of Charter Communications, Inc. (Charter). The Issuer Default Ratings (IDRs) of CCO and CCOH are 'BB+' with a Stable Outlook. The company is expected to use proceeds from the aforementioned offerings for general corporate purposes, including potential buybacks of Class A common stock of Charter Communications, Inc. (Charter) or common units of Charter Communications Holdings, LLC, a subsidiary of Charter. Pro forma for the January and March issuances and subsequent note repurchases, Charter had approximately $60.8 billion of debt outstanding as of Dec. 31, 2016, including $45.4 billion of senior secured debt. Fitch expects Charter to continue to create additional debt capacity primarily through EBITDA growth. Charter management has stated it plans to target the low end of its target leverage range of 4x to 4.5x. Proceeds from prospective debt issuances under additional debt capacity created are expected to be used for investment in the business, accretive acquisitions and shareholder returns. 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 issuances, total leverage was 4.2x while senior secured leverage was 3.2x. 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 total leverage and senior secured 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 refinancing of $2 billion of TWC senior notes due 2017), $2.2 billion in 2018 and $3.5 billion in 2019. CHARTER COMMUNICATIONS: Moody's Rates Proposed Sec. Notes 'Ba1' --------------------------------------------------------------- Moody's Investors Service assigned a Ba1 rating to the proposed secured notes of Charter Communications Operating, LLC, a wholly owned subsidiary of Charter Communications, Inc. Charter is also expected to issue an add-on to its unsecured notes due 2027 that was issued in January 2017. In total, the company is expected to issue $1.5 billion of new debt. The company expects to use these proceeds for general corporate purposes, which may include share repurchases. The company's Ba2 corporate family rating (CFR) and Ba2-PD probability of default rating remain unchanged. CCO Holdings, LLC's, a wholly owned subsidiary of the company, B1 unsecured rating also remains unchanged. The outlook remains stable. A summary of action follows: Assignments: Issuer: Charter Communications Operating, LLC -- Senior Secured Regular Bond/Debenture, Assigned Ba1 (LGD 3) RATINGS RATIONALE Charter's Ba2 CFR is supported by the incremental scale and expectation for expansion in EBITDA following TWC and BHN's acquisitions and integration. Following completion of the integration, the new entity is benefiting from stronger operating synergies, a larger geographic footprint and opportunities, enhanced margins and stronger free cash flow generation. Charter is achieving the synergies primarily through greater purchasing power when it comes to acquiring programming content, as well as reducing corporate overhead and being able to spread overhead costs over a much larger customer base. Also, Charter is able to achieve scale benefits in the purchasing of customer premise equipment (CPE), which constitutes a large portion of cable operators' capital expenditures. Pro forma leverage of approximately 4.3 times debt-to-EBITDA (for the year ended 2016, including the proposed transaction and incorporating Moody's standard adjustments) is currently in-line for the rating. Moody's expects EBITDA to grow in 2017, although Moody's believes the company will utilize its increased debt capacity to further fund shareholder distributions. The company's market position should remain solidly positioned, with a leading broadband infrastructure and growing commercial opportunity. The Ba2 CFR is supported by Charter's number two wireline triple-play market position (behind only Comcast Corporation -- A3, Stable) with approximately 17.2 million video customers, 22.6 million high speed data customers and 11.1 million telephony customers. Pro forma revenue for the year ended 2016 was approximately $40 billion and EBITDA was approximately $14.5 billion (Moody's adjusted). The stable outlook reflects Moody's expectations that Charter's debt-to-EBITDA (incorporating Moody's standard adjustments) will be sustained below 4.5x over the rating horizon and the company will continue to generate positive free cash flow and maintain good liquidity. Moody's would consider an upgrade of the ratings with continued improvements in both financial and operating metrics and a commitment to sustain a moderately stronger credit profile. Specifically, Moody's could upgrade the CFR based on expectations for sustained leverage below 4.0x debt-to-EBITDA and free cash flow-to-debt in excess of 5%, along with maintenance of good liquidity. A higher rating would require clarity on fiscal policy, as well as product penetration levels more in line with industry averages and growth in revenue and EBITDA per homes passed. Moody's would likely downgrade ratings if another sizeable debt funded acquisition, ongoing basic subscriber losses, declining penetration rates, and/or a reversion to more aggressive financial policies contributed to expectations for sustained leverage above 4.5x debt-to-EBITDA or sustained low single digit or worse free cash flow-to-debt. Charter is one of the largest US domestic cable multiple system operators serving over 25 million customer relationships, 22.6 million broadband subscribers, 17.2 million video subscribers and 11.1 million voice subscribers. Charter maintains its headquarters in Stamford, Connecticut. Pro forma revenue for the year ended 2016 was approximately $40 billion. CHARTER COMMUNICATIONS: S&P Retains 'BB+' Rating on 5.125% Notes ---------------------------------------------------------------- S&P Global Ratings assigned its 'BBB-' issue-level rating and '1' recovery rating to Charter Communications Operating LLC's and Charter Communications Operating Capital Corp.'s proposed $750 million secured notes due 2047. The '1 recovery rating reflects S&P's expectation for very high (90%-100%; rounded estimate: 95%) recovery in a simulated default scenario. S&P's 'BB+' issue-level rating and '4' recovery rating remain unchanged on CCO Holdings LLC's existing 5.125% senior unsecured notes due 2027, which the company plans to upsize by $750 million. The company intends to use the $1.5 billion in proceeds from the new secured notes and upsized unsecured notes for general corporate purposes, which could include share repurchases. The 'BB+' corporate credit is also unchanged, as S&P continues to expect leverage to remain between 4.0x and 4.5x for the foreseeable future. RECOVERY ANALYSIS Key analytical factors: -- S&P's simulated default scenario contemplates lower revenue due to an acceleration of video subscriber declines and an inability to offset video declines with broadband growth due to heightened competition. -- Other default assumptions include: the revolver is 85% drawn, LIBOR rises to 2.5%, the spread on the credit facilities rises to 5% as covenant amendments are obtained as credit deteriorates, and all debt includes six months of prepetition interest. -- S&P values Charter at a 7x multiple of emergence EBITDA, which is at the high end of the 5x-7x range S&P uses for pay-TV providers given its incumbent market positions, programming synergies enabled by its scale, and its geographic diversification. Simulated default assumptions -- Simulated year of default: 2022 -- EBITDA at emergence: $8.2 billion -- EBITDA multiple: 7x Simplified waterfall -- Net enterprise value (after 5% administrative costs): $54.4 billion -- Value available to secured debt claims: $54.4 billion -- Secured debt claims: $47.9 billion -- Recovery expectations: 90% to 100% (rounded estimate: 95%) -- Total value available to unsecured claims: $6.5 billion -- Senior unsecured debt: $15.8 billion -- Recovery expectations: 30% to 50% (rounded estimate: 40%) RATINGS LIST Charter Communications Inc. Corporate Credit Rating BB+/Stable/-- New Rating Charter Communications Operating LLC Charter Communications Operating Capital Corp. Senior Secured $750 mil. notes due 2047 BBB- Recovery Rating 1(95%) CHINA TELETECH: Incurs $52.6 Million Net Loss for 2016 ------------------------------------------------------ China Teletech Holding, Inc., filed with the Securities and Exchange Commission its annual report on Form 10-K disclosing net loss of $52.6 million for the year ended Dec. 31, 2016 compared to $78.4 million net loss for the year ended Dec. 31, 2016. On March 27, 2017, China Teletech Holding had $200 million total assets, $467.1 million and $267.1 million total stockholders' deficit. The revenue was nil for the year ended Dec. 31, 2016, as compared to nil during the year ended Dec. 31, 2015, since the company was an investment holding company without business activities. The Company recorded a net loss of $52,588 during the year ended Dec. 31, 2016 as compared to net loss of $78,418 during the year ended Dec. 31, 2015. The decrease of net loss was mainly due to the decrease of general and administrative expenses and the decrease of loss on disposal of subsidiaries during the year ended Dec. 31, 2015. As of Dec. 31, 2016 and Dec. 31, 2015, the Company's capital deficiency amounts to $267,152 and $214,564, respectively. The increase of capital deficiency is due to the increase of accrued liabilities and other payables. The Company's current liabilities primarily consist of amounts due to related parties and accrued liabilities and other payables. Its current assets primarily consist of prepaid expenses. Centurion ZD CPA Limited issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has incurred substantial losses which raise substantial doubt about its ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: https://is.gd/yCvI7J About China Teletech Tallahassee, Fla.-based China Teletech Holding, Inc., is a national distributor of prepaid calling cards and integrated mobile phone handsets and a provider of mobile handset value-added services. The Company is an independent qualified corporation that serves as one of the principal distributors of China Telecom, China Unicom, and China Mobile products in Guangzhou City, China. On June 30, 2012, the Company strategically sold its wholly-owned subsidiary, Guangzhou Global Telecommunication Company Limited ("GGT"), to a third party. GGT was engaged in the trading and distribution of cellular phones and accessories, prepaid calling cards, and rechargeable store-value cards. CHINACAST EDUCATION: Has Nod To Obtain Up To $324,000 Financing --------------------------------------------------------------- The Hon. Mary Kay Vyskocil of the U.S. Bankruptcy Court for the Southern District of New York has authorized ChinaCast Education Corporation to obtain up to $324,000 in secured postpetition financing from Fir Tree, Inc., as administrative agent for the lenders. The Debtor requires the DIP Facility to enable it to fund continuing actions to pursue certain recoveries. The Debtor is unable to obtain adequate unsecured credit allowable as an administrative expense under Section 503 of the Bankruptcy Code, or other financing under Sections 364(c) or (d) of the Bankruptcy Code, on equal or more favorable terms than those set forth in the DIP loan documents. To secure the DIP obligations, the DIP Agent, on behalf of the DIP Lenders, is granted: (i) valid and fully perfected, by operation of law immediately upon the entry of the financing court order, first priority liens upon and senior security interests in all of the property, assets or interests in property or assets of the Debtor, and all cash and non-cash proceeds, and profits of any of the collateral, subject only to the carve-out; and (ii) an allowed superpriority administrative expense claim, subordinate only to payment of the Carve-Out expenses. A copy of the court order and summary of material terms of proposed financing is available at: http://bankrupt.com/misc/nysb16-13121-68.pdf About Chinacast Education Chinacast Education Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 16-13121) on Nov. 9, 2016. The petition was signed by Douglas Woodrum, chief financial officer. The case is assigned to Judge Mary Kay Vyskocil. Klestadt Winters Jureller Southard & Stevens, LLP represents the debtor as its bankruptcy counsel. At the time of the filing, the Debtor estimated its assets at $500 million to $1 billion and debts at $10 million to $50 million. The Office of the U.S. Trustee has not yet appointed an official committee of unsecured creditors. COLLEGIUM CHARTER: S&P Affirms 'BB+' Rating on 2012 Bonds --------------------------------------------------------- S&P Global Ratings revised the outlook to stable from negative and affirmed its 'BB+' rating on the Chester County Industrial Development Authority, Pa.'s series 2012 bonds, issued for the Collegium Charter School (CCS, or the school). At the same time, S&P Global Ratings assigned its 'BB+' rating, with a stable outlook, to the authority's series 2017A and 2017B bonds, issued for CCS. "The outlook revision reflects our view of CCS' expected enrollment growth in fiscal 2017, as well as an anticipated increase in state funding, both of which should improve the school's operating position," said S&P Global Ratings credit analyst James Gallardo. S&P assessed Collegium's enterprise profile as adequate, characterized by solid demand with excellent enrollment growth, good academics, a stable management team, and an exceptional graduation rate. S&P assessed Collegium's financial profile as vulnerable, with a moderately high debt burden, modest pro forma maximum annual debt service coverage, and acceptable liquidity for the credit rating. Combined, S&P believes these credit factors lead to an indicative standalone credit profile of 'bb'. In S&P's opinion, the 'BB+' rating on the school's bonds better reflects the school's improving financial profile when compared to those of peers and medians, aided by Collegium's expectations of significant enrollment growth in fiscal 2017 and an increase in state funding that will continue to improve the school's financial performance. The school's 2017 bond proceeds will be used for the acquisition of two of the school's five leased facilities. The school will also use proceeds of the 2017 bonds for renovations and the construction of a performing arts facility. COLORADO EDUCATIONAL: S&P Affirms 'BB' Rating on 2013 & 2008 Bonds ------------------------------------------------------------------ S&P Global Ratings revised its outlook to positive from stable on Colorado Educational and Cultural Facilities Authority's (CECFA) series 2013 charter school revenue bonds supported by Community Leadership Academy Building Corp. II and issued for Community Leadership Academy (CLA). S&P Global Ratings also revised its outlook to positive from stable on CECFA's series 2008 charter school revenue bonds outstanding, which are supported by Community Leadership Academy Building Corp. I and are also issued for CLA. At the same time, S&P Global Ratings affirmed its 'BB' rating on the series 2013 and series 2008 bonds. "We base the positive outlook on CLA's recently improved financial profile as demonstrated by stronger liquidity levels and stronger maximum annual debt service coverage," said S&P Global Ratings credit analyst Brian Marshall. S&P assessed CLA's enterprise profile as adequate characterized by solid academic scores and retention rates, but offset by a declining enrollment and the waiting list in fall 2016. S&P assessed the academy's financial profile as vulnerable, despite recent improvements in operations and cash position, based on CLA's relatively small operating base and high debt burden. S&P believes that combined, these credit factors lead to an indicative stand-alone credit profile of 'bb' and a final rating of 'BB'. In S&P's view, the rating reflects its view of the academy's: -- Solid lease-adjusted maximum annual debt service (MADS) coverage of 1.7x based on fiscal 2016 audited results compared with 'BB' medians; -- Very healthy liquidity with 195 days' cash on hand, based on fiscal 2016 up from 128 days' cash on hand in fiscal 2015; and -- Academic performance stronger than both the state and local school district. The rating reflects S&P's opinion of these credit risks: -- CLA's very high debt burden of almost 17% based on fiscal 2016 numbers compared with 'BB' medians; -- A management structure with limited formal policies tempered by cross-training of administrators to shore up CLA managerial capital; and -- The possibility (as with all charter schools) that CLA could lose its charter before the bonds' final maturity. Management used 2013 bond proceeds to fund the construction of the Quebec Street facility and refund the interim financing the CLA incurred to acquire the land and set up modular buildings on this site. The positive outlook reflects S&P's view that there is a one-in-three chance of a higher rating within the one-year outlook horizon based on CLA's recently improved financial profile as evidenced by stronger cash levels and solid MADS coverage, which S&P expects to continue. S&P expects that the charter school will maintain its existing enrollment levels and academic reputation. S&P also expects the academy will continue to generate positive operations on a full accrual basis, while maintaining a liquidity position similar to current levels. S&P could consider an upgrade if the school demonstrates a sustained trend of maintaining a cash position near current levels as well as a longer trend of MADS coverage that is consistent with the higher rating category and above 1.25x, while maintaining its enrollment and demand profile, and impressive academic performance. S&P could lower the rating if enrollment declines significantly and leads to a material depletion of cash levels and a decline in coverage that are no longer commensurate with the 'BB' rating level. CONNECT TRANSPORT: Ch 11 Trustee Hires Shattuck as Auctioneer ------------------------------------------------------------- Jason R. Searcy, the Chapter 11 Trustee of Connect Transport, LLC and its debtor-affiliates, seeks authorization from the U.S. Bankruptcy Court for the Northern District of Texas to employ Shattuck, LLC as auctioneer for the Trustee. The Trustee requires the services of Shattuck to assist him in the sale of a portion of the assets of the Debtors' estate, begin generally described as: 2012 Dodge 2500 Pickup Truck, 2008 Chevy 1500 Pickup Truck, 2009 Chevy 155 Pickup Truck, 2011 Dodge 2500 Pickup Truck, 2010 Toyota Tundra Pickup Truck, and a 2010 Toyota Venza. The Trustee desires to employ Shattuck, under a buyer's premium commission basis as his auctioneer. Shattuck will charge and collect a buyer's premium for each bidder in the amount of 10% of their invoice. The 10% buyer's premium will be retained by Shattuck as its sole commission, and will be due and payable to Shattuck, upon consummation of the sale/auction. Shattuck will thereby return 100% of the auction proceeds to the estate. Greg Shattuck, president of Shattuck, 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. Shattuck LLC can be reached at: Greg Shattuck SHATTUCK, LLC 650 Canion St. Austin, TX 78752 Tel: (512) 482-0270 About Connect Transport Privately-held Connect Transport, LLC, provides transportation, storage, producer, and marketing services for crude oil, natural gas liquids, and condensates. Connect Transport and its affiliates filed for Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Lead Case No. 16-33971) on Oct. 4, 2016. The affiliated debtors are Big Rig Tanker, L.L.C., MG Rolling Stock Land, L.L.C., Murphy Energy Corporation, Murphy Holdings, Inc., Port Allen Terminal, LLC, Port Hudson Terminal, LLC, Murphy Terminals, LLC, and Connect Terminals, LLC (Case Nos. 16-33972 to 16-33979). Connect Transport estimated assets of $500,000 to $1 million and liabilities of $50 million to $100 million. Murphy Energy Corp. estimated $100 million to $500 million in both assets and liabilities. The Debtors tapped Dykema Cox Smith as legal counsel. Houlihan Lokey Capital, Inc., serves as the Debtors' investment banker while Kurtzman Carson Consultants LLC serves as claims and noticing agent. The U.S. Trustee appointed an official committee of unsecured creditors. The committee retained McCathern, PLLC, as counsel. The committee also retained GlassRatner Advisory & Capital Group, LLC, as financial advisor. On February 7, 2017, Jason R. Searcy was appointed as Chapter 11 trustee for the Debtors. CONNECT TRANSPORT: Trustee Taps Didier as Tax Consultants --------------------------------------------------------- Jason R. Searcy, the Chapter 11 Trustee of Connect Transport, LLC and its debtor-affiliates, seeks authorization from the U.S. Bankruptcy Court for the Northern District of Texas to employ Didier Consultants, Inc. as Louisiana Tax Consultants. The Trustee requires the services of Didier to consult and advise as to the recovery of certain Louisiana Tax Incentive Payments currently due and owing to Debtors. Didier will also consult and advise regarding the Investment Tax Credit due and owing to the Debtors from the Louisiana Department of Revenue based on the Debtors’ Port Hudson facility. Didier's professional fees for services rendered in securing Louisiana Quality Jobs Program benefits will be: -- Quality Jobs Payroll Rebate - 10% of the annual payroll rebate; and -- Quality Jobs Sales and Use Tax Rebate/Investment Tax Credit - 10% of the received benefits. Didier will also be reimbursed for reasonable out-of-pocket expenses incurred. Dare Powers, head of Incentives Group of Didier, 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. Didier can be reached at: Dare Powers DIDIER CONSULTANTS, INC. 1575 Church St., Building 3 Zachary, LA 70791-2748 Tel: (225)658-6065 About Connect Transport Privately-held Connect Transport, LLC, provides transportation, storage, producer, and marketing services for crude oil, natural gas liquids, and condensates. Connect Transport and its affiliates filed for Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Lead Case No. 16-33971) on Oct. 4, 2016. The affiliated debtors are Big Rig Tanker, L.L.C., MG Rolling Stock Land, L.L.C., Murphy Energy Corporation, Murphy Holdings, Inc., Port Allen Terminal, LLC, Port Hudson Terminal, LLC, Murphy Terminals, LLC, and Connect Terminals, LLC (Case Nos. 16-33972 to 16-33979). Connect Transport estimated assets of $500,000 to $1 million and liabilities of $50 million to $100 million. Murphy Energy Corp. estimated $100 million to $500 million in both assets and liabilities. The Debtors tapped Dykema Cox Smith as legal counsel. Houlihan Lokey Capital, Inc., serves as the Debtors' investment banker while Kurtzman Carson Consultants LLC serves as claims and noticing agent. The U.S. Trustee appointed an official committee of unsecured creditors. The committee retained McCathern, PLLC, as counsel. The committee also retained GlassRatner Advisory & Capital Group, LLC, as financial advisor. On February 7, 2017, Jason R. Searcy was appointed as Chapter 11 trustee for the Debtors. CONSTELLIS HOLDINGS: Moody's Alters Outlook Pos. & Affirms B3 CFR ----------------------------------------------------------------- Moody's Investors Service has changed the rating outlook of Constellis Holdings, LLC to positive from stable and concurrently affirmed the corporate family rating of B3. Ratings have also been assigned to debt to be issued for the recapitalization of the company's balance sheet. Specifically, a B2 rating was assigned to its proposed first lien facility consisting of a $75 million revolver and a $725 million term loan and a Caa2 to its $215 million second lien term loan. Proceeds will be used to redeem the $450 million second lien notes due 2020, and provide $175 million for the acquisition of, security and fire support services provider, Centerra-TDI Group Holdings, LLC. RATINGS RATIONALE The positive rating outlook reflects the improving US government budgetary setting and favorable demand environment for diplomatic and commercial-end market protective services. The pending acquisition will expand contract diversity and revenue scale with potential for better operating leverage and free cash flow generation. The range of facilities and projects requiring protective services -- and the extent of services provided under existing contracts -- tends to increase during environments requiring increased political intervention to drive stabilization, such as many parts of the world are presently experiencing. The company's existing Middle East and Africa presence and strong contract execution track record strengthen the backlog growth prospect. The Centerra acquisition will reduce the company's Afghanistan/Iraq-based revenue concentration and enhance bid qualifications for US-based federal civilian agency work. Centerra's base operations and facilities management expertise should complement Constellis' capabilities, broadening the range of contract vehicles it can pursue. The CFR of B3 incorporates better revenue diversity ahead but also factors in Constellis' acquisitive growth orientation. Moody's anticipates annual free cash flow of $50 million or higher should be achievable in 2017, up from $31 million in 2016. But cash generation has been unsteady quarter to quarter in 2016 and choppiness could continue with working capital growth, impact of operational restructuring and the Centerra integration. The fully debt-funded acquisition of Centerra and potential for future acquisition-related indebtedness are tempering considerations. Anticipated credit metrics are also representative of the B3 CFR. The calculation of income statement-based financial leverage, pro-forma for the pending recapitalization, is complicated by non-recurring expenses associated with transactions and business improvement efforts. Moody's estimates that debt to EBITDA pro forma for the transaction will be in the mid-5x to 6x range, with free cash flow to debt in the mid-single digit percentage range (including Moody's standard adjustments for non-financial corporate issuers). The rating also factors in an adequate liquidity profile owing to near-term scheduled debt amortization of only $7.25 million, an expectation of free cash flow generation and full availability under the revolving credit facility at transaction close. Upward rating momentum would depend on organic revenue growth in the mid-single digit percentage range, and achievement of debt to EBITDA close to 5x, with free cash flow to debt of 10% or higher. Downward rating pressure would follow negative contract developments, low free cash flow generation, or liquidity profile decline. The following summarizes rating action: Assignments: Issuer: Constellis Holdings, LLC -- Senior Secured Revolving Credit Facility, Assigned B2 (LGD 3) -- Senior Secured First Lien Term Loan, Assigned B2 (LGD 3) -- Senior Secured Second Lien Term Loan, Assigned Caa2 (LGD 5) Outlook Actions: Issuer: Constellis Holdings, LLC -- Outlook, Changed To Positive From Stable Affirmations: Issuer: Constellis Holdings, LLC -- Probability of Default Rating, Affirmed B3-PD -- Corporate Family Rating, Affirmed B3 The principal methodology used in these ratings was Global Aerospace and Defense Industry published in April 2014. Constellis is a global provider of training and security services focused on counter terrorism, force protection, law enforcement and security operations. From 2011 to October 2014 the company's name was Academi Holdings, LLC. Since then there have been three significant acquisitions. Revenues in 2016 were $944 million and pro-forma for the acquisition of Centerra would have been about $1.5 billion. The company is majority-owned by entities of Apollo Global Management LLC. CONSTELLIS HOLDINGS: S&P Puts 'B' CCR on CreditWatch Positive ------------------------------------------------------------- S&P Global Ratings said that it has placed its 'B' corporate credit rating on Constellis Holdings LLC on CreditWatch with positive implications. At the same time, S&P assigned its 'B+' issue-level rating and '3' recovery rating to the company's proposed $75 million revolver due 2022 and $725 million first-lien term loan due 2024. The '3' recovery rating indicates S&P's expectation for meaningful recovery (50%-70%; rounded estimate: 50%) in a default scenario. Additionally, S&P assigned its 'B-' issue-level rating and '6' recovery rating to Constellis' proposed $215 million second-lien term loan due 2025. The '6' recovery rating indicates S&P's expectation for minimal recovery (0%-10%; rounded estimate: 5%) in a default scenario. The issue-level ratings S&P assigned to Constellis' proposed debt are based on S&P's belief that it will raise its corporate credit rating on the company to 'B+' when the transaction closes. S&P did not place these ratings on CreditWatch. "The CreditWatch positive placement reflects our expectation that Constellis' scale and customer, geographic, and program diversity will improve following its acquisition of Centerra, though its margins may decline somewhat," said S&P Global credit analyst Isha Bagga. "Constellis plans to use the proceeds from the new first- and second-lien term loans to finance its acquisition of Centerra, refinance its existing debt (including approximately $100 million of notes issued by its indirect parent, Eagle LM5 Intermediate LLC, when the company was acquired by Apollo Global Management LLC in September 2016), and pay related fees and expenses." Assuming the acquisition and refinancing had occurred at the beginning of the year, S&P would expect the company's pro forma 2017 debt-to-EBITDA to be in the 4.5x-5.0x range. Constellis' debt-to-EBITDA was 5.5x in 2016, though this was elevated--in part--because of one-time charges that S&P do not expect to be repeated. S&P expects to resolve the CreditWatch positive placement when the transaction closes. If the transaction closes on terms substantially similar to those that were presented to S&P, it will likely raise its corporate credit rating on Constellis to 'B+'. CRAIG WALKER: Evens Buying 53% ICS Interest for $410K ----------------------------------------------------- C. Randel Lewis, Examiner for the Craig J. Walker and Susan Ann Walker, asks the U.S. Bankruptcy Court for the District of Colorado to authorize the Stock Purchase Agreement of the Debtors and Curtis P. and Theresa A. Even in connection with the sale of the 53% interest in Integrated Cable Systems, Inc. ("ICS") for $410,000. On Sept. 27, 2016, the Court entered its Order Granting Examiner's Motion to Approve Settlement Agreement, approving an agreement among the Debtors, the Examiner, the Committee and certain creditors ("Settlement"). The Court also approved the Settlement separately in the Walker-Voss Case on Sept. 27, 2016. The Examiner was appointed in the Walker-Voss Case on Oct. 5, 2016. The Settlement expands and supplements the Examiner's rights, powers, and obligations under the initial Examiner Order. The estate's assets include 1325 shares of Series B stock in ICS ("Shares"), which were acquired by Debtor Craig J. Walker in January 2003. ICS was formed in 1998 by the Purchasers, who are two other shareholders of the company holding 1,000 shares of Series A stock. ICS is a Colorado based supplier of custom cables, harnesses, electro-mechanical assemblies and industrial panels. It also provides technical and manufacturing engineering support to its customers. Its cable business is wholly unrelated to the business of the Debtor's other, wholly owned cable company, Walker Component Group, Inc. The Debtor paid $200,000 for the Shares on Jan. 24, 2003, and made additional loans to ICS later that year totaling $400,000. By the summer of 2006, the loans had been paid in full. The same day that the Debtor purchased the Shares, the parties entered into a separate Shareholder Agreement of ICS and Its Shareholders ("Shareholder Agreement"). The Shareholder Agreement provides, among other things, that upon the occurrence of a "Triggering Event," the shares in ICS are to be offered for sale to ICS, and then to the remaining shareholders within a specific timeframe and at an agreed price, as explained further in the Motion. Absent a purchase by ICS or the remaining shareholders, the Shares then may be offered for sale to a third-party, provided however, that two-thirds of the remaining ICS shareholders retain consent rights, and must approve any sale to a third-party purchaser. A "Triggering Event" under the Shareholder Agreement includes a shareholder's commencement of a voluntary bankruptcy case and transfer of the ICS shares by operation of law. The estate's Shares in ICS are subject to putative secured claims asserted by Wells Fargo Bank Minnesota, N.A., in its capacity as Trustee for the Registered Noteholders of J.P. Morgan Chase Commercial Securities Pass-Through Certificates, Series 2002-C3 ("Wells"), and CIBC, Inc. ("CIBC") against the Debtors' personal property. The extent, validity, and priority of the liens asserted by Wells and CIBC remain subject to determination in consolidated Adv. No. 16-1163 EEB ("Lien Litigation"), along with the estate's avoidance claims under Bankruptcy Code Sections 544, 547 and 551. In order to liquidate the estate's interest in ICS, the Examiner and the Purchasers have entered into a Stock Purchase Agreement. Under the Sale Agreement, the Purchasers will pay $410,000 in cash to the Debtors' estate in exchange for the 1325 Series B shares in ICS. The sale and transfer is to be effective for all of 2016, so that the Purchasers will bear all tax liability associated with the ownership of the ICS shares for the 2016 tax year. The Debtors' estate accordingly will not receive any additional distributions from ICS for 2016. The Examiner has evaluated the value of the estate's interest in ICS and believes that the transaction with the Purchasers is reasonable given the potential for litigation concerning the Shareholder Agreement and disputes concerning the value of the Shares. Accordingly, the Examiner asks the Court to approve the sale of ICS interest to the Purchasers free and clear of liens, claims and interests in accordance with the Purchase Agreement. The Examiner also asks the Court to waive the provisions of Fed. R. Bankr. P. 6004(h) to facilitate a prompt closing. Craig J. Walker and Susan Ann Walker sought Chapter 11 protection (Bankr. D. Colo. Case No. 15-18281) on July 24, 2015. CTJH INVESTMENTS: Has Final Permission to Use Cash Collateral ------------------------------------------------------------- Judge Robert L. Jones of the U.S. Bankruptcy Court for the Northern District of Texas authorized CTJH Investments, LLC to use cash collateral on a final basis. The Debtor was authorized to use cash collateral, consisting of inventory, accounts receivables, and proceeds derived from the sale or rent of its inventory, to pay normal and ordinary expenses incurred in continuing its operations until the date the Debtor obtains confirmation or further order of the court. The Creditors claiming an interest in Debtor's cash collateral were each provided with a lien on post-petition assets of the same class as those in which there exists a properly perfected pre-petition security interest, which would secure the allowed secured claims of such Creditors. In the event that a Creditors' secured amount be diminished by the Debtor's use of cash collateral, such creditor will be allowed an administrative claim in the amount that the claimant secured claim was diminished. Such allowed secured amount will be determined either by the confirmed plan or by an Order from the Court. Judge Jones directed the Debtor, among other things, to: (a) send copies of its monthly operating reports as well as copies of its monthly financial statements to the Secured Claimants; (b) maintain its current level of inventory at a level of no less than $210,111; and (c) file all tax returns as they come due and pay any liability due. If the Debtor defaults on the payment due to the IRS or the returns are not timely filed, the Debtor's use of cash collateral will be terminated upon notice of default. Only one default will be allowed. A full-text copy of the Final Order, entered on March 23, 2017, is available at https://is.gd/5laGAW About CTJH Investments CTJH Investments, LLC, d/b/a Party Plus Warehouse, d/b/a Gayle's Wedding & Party Rentals, dba First Class Tuxedos sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 17-50019) on Jan. 23, 2017. The petition was signed by David Hodges, Managing Member. The case is assigned to Judge Robert L. Jones. The Debtor is represented by Max R. Tarbox, Esq. at Tarbox Law, P.C. At the time of filing, the Debtor had $100,000 to $500,000 in estimated assets and $500,000 to $1 million in estimated liabilities. CUMULUS MEDIA: Fails to Comply with NASDAQ Listing Rule ------------------------------------------------------- On March 21, 2017, Cumulus Media Inc. received a notification from the Listing Qualifications Department of The NASDAQ Stock Market LLC indicating that the Company is not in compliance with NASDAQ Listing Rule 5550(b)(1) based upon the stockholders' equity continued listing standard. As was reflected in the Company's Annual Report on Form 10-K for the year ended December 31, 2016, the Company's stockholders' equity, as of December 31, 2016, no longer exceeded the $2,500,000 minimum listing requirement for the NASDAQ Capital Market. The notice also indicated that the Company did not meet the alternative continued listing standards of either (i) a market value of listed securities of at least $35.0 million, or (ii) net income from continuing operations of at least $0.5 million for the most recently completed fiscal year, or two of the three most recently completed fiscal years. The decline in the Company's stockholders' equity, and the Company's net income from continuing operations resulted from the recognition of one-time non-cash impairment charges, primarily related to goodwill, of $605.0 million and $584.9 million during the years ended December 31, 2016 and 2015, respectively, as previously disclosed in the Form 10-K. Absent either of these impairment charges, the Company would be in compliance with the Rule. The NASDAQ letter has no immediate effect on the NASDAQ listing or trading of the Company's Class A common stock. The Company has been provided 45 calendar days, or until May 5, 2017, to submit a plan to regain compliance with the Rule. If a plan is submitted and accepted, the Company may be granted an extension of up to 180 calendar days from the date of the notification letter to evidence compliance with the Rule. The Company is evaluating available options for an appropriate plan to regain compliance with NASDAQ's continued listing standards. There can be no assurance that the Company will submit a plan or, if submitted, whether NASDAQ will accept the Company's plan to regain compliance, or that the Company will be able to evidence compliance within any extension period granted by NASDAQ. If the Company fails to timely regain compliance with NASDAQ's continued listing standards, the Company’s Class A common stock will be subject to delisting. This Current Report on Form 8-K is available at: https://is.gd/6aBgQZ About Cumulus Media Atlanta, Georgia-based Cumulus Media Inc. -- http://www.cumulus.com/-- is a radio broadcasting company. The Company is also a provider of country music and lifestyle content through its NASH brand, which serves through radio programming, NASH Country Weekly magazine and live events. Its product lines include broadcast advertising, digital advertising, political advertising and non-advertising based license fees. Its broadcast advertising includes the sale of commercial advertising time to local, national and network clients. Its digital advertising includes the sale of advertising and promotional opportunities across its Websites and mobile applications. Its across the nation platform generates content distributable through both broadcast and digital platforms. Cumulus Media put AR Broadcasting Holdings Inc. and three other units to Chapter 11 protection (Bankr. D. Del. Lead Case No. 11-13674) in 2011 after struggling to pay off debt that topped $97 million as of June 30, 2011. Cumulus Media incurred a net loss of $510.7 million in 2016 following a net loss of $546.49 million in 2015. As of Dec. 31, 2016, Cumulus Media had $2.41 billion in total assets, $2.90 billion in total liabilities and a total stockholders' deficit of $491.73 million. * * * The TCR reported on March 16, 2017, that S&P Global Ratings 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. In March 2016, Moody's Investors Service downgraded Cumulus Media Inc.'s Corporate Family Rating to 'Caa1' from 'B3' and Probability of Default Rating to 'Caa1-PD' from 'B3-PD'. Cumulus' 'Caa1' Corporate Family Rating reflects the company's excessive leverage with debt-to-EBITDA exceeding 9.5x (including Moody's standard adjustments) and Moody's revised expectation that debt-to-EBITDA will remain elevated over the next 12 months due to continued declines in network revenue and increased operating expenses more than offsetting the benefits from an expected increase in station group revenue and political ad sales in 2016. CVC INC: Seeks Interim Approval to Use Beltone USA Cash Collateral ------------------------------------------------------------------ CVC, Inc. seeks approval and authorization from the US Bankruptcy Court for the Northern District of Georgia for the immediate interim use of cash collateral. The Debtor believes that its business operations and reorganization efforts will suffer immediate and irreparable harm if it is not allowed to use cash collateral during the next thirty-sixty days because it cannot meet its daily operating expenses unless it is permitted to use cash. In connection with its operations, the Debtor expects to incur expenses which include, but are not limited to, inventory, payroll, utilities, taxes, insurance, fees and other operational and capital costs. Pursuant to the proposed budget for the period from March to August 2017, the Debtor will need approximately $38,808 to defray these operating expenses. In addition to the expenses listed on the Budget, the Debtor requests that it be permitted to use cash to pay all quarterly fees of the U.S. Trustee as they come due. The Debtor believes that GN Hearing Care Corporation dba Beltone USA may assert a security interest in the revenues of the Debtor derived from its hearing aid business. The Debtor believes that the balance owed to Beltone USA is approximately $545,872. The Debtor offers a post-petition replacement lien to Beltone USA, to the extent of cash collateral actually expended, on the same assets and in the same order of priority as currently exists. A full-text copy of the Debtor's Motion, dated March 21, 2017, is available at https://is.gd/Ur2QS9 GN Hearing Care Corporation, d/b/a Beltone USA, can be reached through: c/o John Kasher VP & Chief Legal Officer Beltone Electronics Company 2601 Patriot Blvd. Glenview, IL 60026 E-mail: jkasher@gnhearing.com About CVC, Inc. CVC Inc, d/b/a Beltone Hearing Aid Centers, is a Georgia corporation which owns and operates four Beltone locations, at which it sells and services high end hearing devices and accessories. CVC Inc filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ga. Case No. 17-53692) on March 1, 2017. The petition was signed by Christopher Campellone, President/Chairman. At the time of filing, the Debtor estimated $500,000 to $1 million in assets and $100,000 to $500,000 in liabilities. Scott B. Riddle, Esq. of Law Office of Scott B. Riddle, LLC, is serving as bankruptcy counsel to the Debtor. D.J. CHRISTIE: Disclosures OK'd; Plan Hearing on April 24 --------------------------------------------------------- The Hon. Dale L. Somers of the U.S. Bankruptcy Court for the District of Kansas has approved D.J. Christie, Inc.'s disclosure statement dated Dec. 9, 2017, referring to the Debtor's plan of reorganization. A hearing for consideration of confirmation of the Plan will be held on April 24, 2017, at 9:30 a.m. April 18, 2017, is fixed as the last date for serving written acceptances or rejections of the Plan. Objections to the Plan must be filed by April 18. The last day for filing administrative claims is also April 18. As reported by the Troubled Company Reporter on Dec. 21, 2016, the Debtor filed with the Court the Disclosure Statement, which stated that general unsecured creditors are classified in Class 4, and will receive a pro-rata distribution toward their allowed claims of the hypothetical Chapter 7 Liquidation Value of the Debtor's Bankruptcy estate in nine equal annual installments of principal and interest at prime plus 1.5% amortized over 25 years, and a balloon payment of principal and interest after 10 years. The first annual installment shall become due 30 days after the effective date of the Debtor's Plan, and payments will occur annually thereafter until all payments required to this class have been satisfied. Overland Park, Kansas-based D.J. Christie Inc. filed for Chapter 11 bankruptcy (Bankr. D. Kan. Case No. 11-40764) on May 20, 2011. Judge Dale L. Somers presides over the case.Â Â Kathryn E. Sheedy, Esq., and Tom R. Barnes, II, Esq., at Stumbo Hanson, LLP, serve as the Debtor's counsel.Â Â In its petition, the Debtor estimated $1 million to $10 million in assets and under $1 million in debts. The petition was signed by David J. Christie, its president. DEASY ASSOCIATES: Disclosures OK'd; Plan Hearing on May 4 --------------------------------------------------------- Judge Christopher J. Panos of the U.S. Bankruptcy Court for the District of Massachusetts approved Deasy Associates, LLC's disclosure statement for its second modified chapter 11 plan. A confirmation hearing regarding the second modified plan is scheduled for May 4, 2017, at 10:45 a.m. The deadline for parties in interest to object to confirmation of the second modified plan is April 28, 2017, at 4:30 p.m. As reported by the Troubled Company Reporter on Dec. 21, 2016, under the second modified plan, each holder of Class 3 General Unsecured Claims will be paid in full settlement and satisfaction of the claim, a lump sum payment equal to the creditor's pro rata share of the distribution fund no later than sixty days after the sale of Lot 25-2. The funds available to Class 3 creditors will be the amount remaining in the Distribution Fund after payment of all allowed administrative, secured, and priority claims (if any). The Disclosure Statement is available at: http://bankrupt.com/misc/mab14-41882-150.pdf About Deasy Associates Deasy Associates, LLC, owner of an 11.24-acre parcel of land in Plymouth, Massachusetts, filed a Chapter 11 petition (Bankr. D. Mass., Case No. 14-41882) on Aug. 25, 2014. The case is assigned to Judge Christopher J. Panos. The Debtor is represented by Michael J. Tremblay, Esq., and Matthew W. McCook, Esq. DEPENDABLE AUTO: Disclosures OK'd; Plan Hearing on April 26 ----------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas has approved Dependable Auto Shippers, Inc.'s third amended disclosure statement. A hearing to consider the confirmation of the Plan will be held on April 26, 2017, at 9:00 a.m. (Central Time). Objections to the Plan must be filed by April 19, 2017, at 12:00 p.m. (Central Time). Responses to objections must be filed by April 24, 2017, at 4:00 p.m. (Central Time). All holders of claims entitled to vote on the Plan must complete, execute, and return their ballots by April 19, 2017, at 12:00 p.m. (Central Time). April 25, 2017, will be the date by which the voting certification must be filed with the Court. As reported by the Troubled Company Reporter on March 21, 2017, the Debtor filed with the Court its third amended disclosure statement in support of its second amended plan of liquidation. Nearly $6 million of the general unsecured claims against DAS are held by two creditors, Carsarrive Network, Inc., an affiliate of ADESA, and Drive America. Carsarrive's Claim is approximately $3.5 million. Drive America's Claim is approximately $2.5 million. The largest Secured Creditor is ADESA. ADESA holds a secured claim totaling approximately $7,573,000 which accrued prepetition and a secured claim which will total approximately $2,600,000 on account of it providing debtor in possession financing. On the first day of filing bankruptcy, approximately $780,000 in critical vendor payments to general unsecured creditors were approved and paid. These payments reduced the pool of general unsecured creditors. The Plan includes a sale of nearly all of the Debtor's Assets to ADESA, or its assignee, or to a higher bidder. About Dependable Auto Shippers Dependable Auto Shippers, Inc.'s history dates back to 1954 when Sam London formed Dependable Car Travel Services in the heart of New York City. In 1990, DAS became a full-service vehicle transportation carrier, and over the years, grew into a fleet of auto carriers, created a network of more than 97 storage facilities and created a proprietary web presence. In 2004, DAS' transport fleet peaked at 122 trucks. Dependable Auto Shippers, Inc., and related entities DAS Global Services, Inc., and DAS Government Services, LLC filed chapter 11 petitions (Bankr. N.D. Tex. Case Nos. 16-34855-11, 16-34857-11, and 16-34858-11) on Dec. 21, 2016. The Debtors are represented by D. Michael Lynn, Esq., John Y. Bonds, III, Esq., and Joshua N. Eppich, Esq., at Bonds Ellis Eppich Schafer Jones LLP. DIAMOND INSULATION: Court Approves Disclosure Statement ------------------------------------------------------- Judge Thad J. Collins of the U.S. Bankruptcy Court for the Northern District of Iowa approved Diamond Insulation, Inc.'s second modified disclosure statement. Headquartered in Sioux City, IA, Diamond Insulation, Inc. filed for bankruptcy protection (Bankr. N.D. Ia Case No. 15-01448) Oct. 19, 2015, listing $1.38 million in total assets and $2.86 million in total liabilities. The petition was signed by Jerry Heilman, president. DIVERSIFIED COMPUTER: Taps Jones & Walden as Legal Counsel ---------------------------------------------------------- Diversified Computer Solutions, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire Jones & Walden, LLC to give legal advice regarding its duties under the Bankruptcy Code, conduct examination, represent the Debtor with respect to a bankruptcy plan, and provide other legal services. The hourly rates charged by the firm for its attorneys range from $200 to $350. Legal assistants charge $90 per hour. Cameron McCord, Esq., disclosed in a court filing that the firm does not hold or represent any interest adverse to the Debtor or its bankruptcy estate. The firm can be reached through: Cameron M. McCord, Esq. Jones & Walden, LLC 21 Eighth Street, NE Atlanta, GA 30309 Phone: (404) 564-9300 Email: cmccord@joneswalden.com About Diversified Computer Solutions Diversified Computer Solutions, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 17-55428) on March 24, 2017. The petition was signed by Peter D. Minetos, chief executive officer and president. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. DOMINICA LLC: Cash Collateral Hearing Continued to August 22 ------------------------------------------------------------ Judge Joan N. Feeney of the U.S. Bankruptcy Court for the District of Massachusetts overruled the Limited Objection of Santander Bank, N.A. to Dominica LLC's motion to use cash collateral. Judge Feeney overruled the objection of Santander Bank as it did not demonstrate lack of adequate protection. The Debtor was directed to make adequate protection payments to Endeavor Capital North LLC in the sum of $3,000 per month. Judge Feeney held that such payments will be applied to the principal pending further order of the Court. At this time, Judge Feeney made no determination of secured or unsecured status with respect to Endeavor Capital or Santander Bank's secured claims. However, in the event that the Debtor fails to make a timely adequate protection payment pursuant to the Court's Order, Endeavor Capital may file a motion to prohibit the Debtor's further use of cash collateral and/or a motion for the appointment of a Chapter 11 trustee. A continued hearing on the Debtor's motion to use cash collateral will be held on August 22, 2017 at 11:00 a.m. A full-text copy of the Order, dated March 23, 2017, is available at https://is.gd/uL7pIv About Dominica LLC Dominica LLC owns and manages the three family house known and numbered as 20 Sutton Street, Boston (Mattapan) Massachusetts. The Debtor filed a Chapter 11 petition (Bankr. D. Mass. Case No. 16-13461) on Sept. 8, 2016. The petition was signed by Evangeline Martin, manager. The Debtor is represented by Michael Van Dam, Esq., at Van Dam Law LLP. The Debtor estimated assets and liabilities at $500,001 to $1 million at the time of the filing. DRAFT CONTRACTING: Reclassifies Colorado Revenue Dept. Claim ------------------------------------------------------------ Draft Contracting, LLC, on March 21 filed its latest Chapter 11 plan of reorganization under which the company changed the order of priority for payment of secured claims. Under the latest plan, the $30,482.07 secured claim of Colorado Department of Revenue against the company's personal property is now classified in Class 1. An earlier version of the plan put the agency's secured claim in Class 3. The Class 1 claim will be paid over five years at an annual interest rate of 6%, with monthly payments of $610.42. Payments will begin on the fifth day of the first full month following the effective date of the plan until the claim is paid in full. Meanwhile, the Internal Revenue Service's $1,500 secured claim and CH Brown Co. LLC's $23,970.73 secured claim are now classified in Classes 2 and 3, respectively. Under the plan, creditors holding Class 6 unsecured claims will receive their pro rata share of the so-called "net profits fund" to be established by the company and funded by 25% of its net profits. If Draft Contracting does not realize any net profits, unsecured creditors will receive no payments under the plan, according to the company's disclosure statement filed with the U.S. Bankruptcy Court for the District of Colorado. A copy of the latest disclosure statement is available for free at https://is.gd/VGbPrd About Draft Contracting Draft Contracting, LLC, based in Denver, Colorado, was formed in 2006 by Darby and Pamela Montoya. It does underground dry utility construction. Its main clients are large telecommunication providers. The Debtor filed a Chapter 11 petition (Bankr. D. Colo. Case No. 16-12536) on March 22, 2016. The Hon. Michael E. Romero presides over the case. David Warner, Esq., at Sender Wasserman Wadsworth, P.C., serves as the Debtor's bankruptcy counsel. Mark D. Dennis at Dennis & Company serves is the Debtor's accountant. In its petition, the Debtor estimated $1,500 in assets and $1.27 million in liabilities. The petition was signed by Pamela Montoya, managing member. EARL DURON: Nordwicks Buying Taft Property for $60K --------------------------------------------------- Earl L. Duron and Kirsten A. Duron ask the U.S. Bankruptcy Court for the Western District of Texas to authorize the sale of real property with improvements locally known as 234 Retreat Dr., Taft, Texas, also known as Lot 13 Bay Retreat, Rockport, Texas, to Brant J. and Judith K. Nordwick and/or assigns for $60,000. This sale is part of a funding mechanism for the Plan. The Debtors seek to sell the property prior to confirmation of the Plan. The sale will be made "as is, where is," with no representations or warranties of any kind, except as set forth in the Contract, and free and clear of all liens, claims, preferential rights, interests and encumbrances whatsoever. The sale contemplates that a closing will occur 15 days after the title company issues a commitment. The Debtor and the Buyers' obligations to consummate the transactions contemplated in the Agreement will be conditioned upon the Court's entry of the Approval Order. A copy of the Sale Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Earl_Duron_65_Sales.pdf These entities assert a lien on the property: a. Bank of America holds a lien on the property to secure a debt in the approximate amount of $10,657. b. Building Specialties, a division of L and W Supply Corp. asserts a lien recorded on Sept. 15, 2009 to secure a debt in the amount of $240,944. c. Aransas County will be owed prorated taxes for 2017. Texas Heritage Brokers is the court-appointed realtor for the Debtor who will receive a 5% commission. The Debtors propose that the first proceed of sale be used to pay all normal and customary cost of closing including survey cost, title policy, and Realtor Fees, if any. After these claims, costs, any ad valorem taxes, the Debtors seek authority to pay the allowed claim of Bank of America and the remaining funds will be held pending further order of the Court. In the exercise of its business judgment, the Debtors have determined that the proposed sale to the Purchasers is, at present, the highest and best offer under the circumstances and will maximize the value of the Estate. The Debtors ask the Court that the stay under Bankruptcy Rules 6004(g) and 6006(d) are waived and are not in effect. Earl L. Duron and Kirsten A. Duron sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 16-51161) on May 20, 2016. The Debtor tapped Dean William Greer, Esq., as counsel. ECORE INVESTMENTS: Unsecureds to Recoup 20% Over 60 Months ---------------------------------------------------------- Ecore Investments, LLC, filed with the U.S. Bankruptcy Court for the Eastern District of Pennsylvania a disclosure statement referring to the Debtor's plan of reorganization filed on March 22, 2017. Class 2 Claims of Unsecured Creditors Dietz & Watson, Inc., and Defined Benefit Pension Fund are impaired by the Plan. Unsecured Claim will be paid 20 cents on the dollar, in cash, over 60 equal monthly payments or within 30 days after the effective date of the Plan, or the date on which such claim is allowed by a final non-appealable order. The Plan will be funded by Dr. Ernest Page II of Orlando, Florida. Dr. Page will provide capital to fund the payments to each class as well as the funds necessary to continue the renovation of the property at 4726 Chestnut Street. Dr. Page will serve will provide oversight of the project. The Disclosure Statement is available at: http://bankrupt.com/misc/paeb16-18202-35.pdf About Ecore Investments Since 2013, Ecore Investments, LLC, has been in the business of property development. The Debtor purchases, renovates and leases apartment units in the University City area of Philadelphia. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E. D. Pa. Case No. 16-18202) on Nov. 28, 2016. The case is assigned to Judge Ashely M. Chan. Demetrius J. Parrish, Jr., Esq., at the Law Office of Demetrius J. Parrish, Jr., serves as the Debtor's legal counsel. EDGEWELL PERSONAL: S&P Affirms 'BB+' CCR; Outlook Stable -------------------------------------------------------- S&P Global Ratings affirmed all of its ratings on St. Louis, Mo.-based personal care company Edgewell Personal Care, including S&P's 'BB+' corporate credit and issue-level senior unsecured note ratings. At the same time, S&P revised its outlook on the company to stable from negative. Debt outstanding as of Dec. 31, 2016, was $1.7 billion. S&P's '3' recovery rating on the senior unsecured notes is unchanged, indicating its view that creditors could expect meaningful recovery (50%-70%; rounded estimate: 65%) in the event of a payment default. "The outlook revision reflects our assessment that Edgewell has stabilized profitability after initial meaningful disruptions following its separation from the Energizer battery business," said S&P Global Ratings credit analyst Gerald Phelan. "Edgewell's profitability has recovered from its 2015 lows, and we now project adjusted EBITDA margin above 19%." Edgewell is a relatively small player in the global consumer products sector, focusing on consumer staples such as razors, feminine care, sun and skin care, and infant products. The company lacks scale and product diversity when compared to industry giants such as Procter & Gamble Co. and Unilever, which have substantially greater resources and capital flexibility. Still, S&P's ratings on Edgewell incorporate the company's satisfactory No. 2 position in the global $20 billion wet-shave category and consistent free cash flow generating ability. The wet-shave business drives the company's performance, accounting for about 65% of operating profit. Edgewell's flagship Schick brand is a reputable, albeit much smaller, competitor to Procter & Gamble's Gillette brand, which dominates the category. S&P nevertheless believes that Schick's good brand equity, modest price discount to Gillette, and continued investment in innovation will protect its retail shelf space in an industry with few other meaningful competitors. S&P considers Gillette's latest announcement that it will lower U.S. razor prices by over 10% on average as a competitive threat. However, S&P assumes the impact on Edgwell's consolidated profitability to be moderate (in the $15 million-$30 million area) before the company's ongoing cost-savings initiatives. S&P also expects Edgewell will lower shareholder payments if competition is more intense than expected. S&P considers competitors' fast growing shave club and subscription services as less of a threat as those businesses typically compete in a lower quality category. Nevertheless, competitors employing this business model could further disrupt the sector if product quality improves. The stable outlook reflects S&P's expectation that the operational realignment initiatives are largely complete and the company's performance will be stable. S&P anticipates the company will continue to use the majority of excess cash flow for share repurchases and acquisitions. Nevertheless, S&P expects Edgewell will adjust shareholder-enhancing initiatives if wet-shave competition is more intense than S&P anticipates, such that adjusted debt to EBITDA is maintained between 3x and 3.5x. S&P could lower the ratings if the company exhibits a more aggressive financial policy, making shareholder payments in excess of our expectations such that adjusted debt to EBITDA is sustained above 3.5x. S&P could also lower the ratings if EBITDA decreases by 10% from current levels due to increased competition from Gillette or other new market entrants such as shave clubs. S&P could also lower the rating if there are meaningfully negative developments pertaining to sun-care litigation. S&P could raise the rating if the company meaningfully improves its scale or product diversity through a transformational acquisition, while demonstrating a financial policy and maintaining credit protection measures consistent with an investment-grade rating. S&P views this as highly unlikely, given the competitive landscape in the personal-care industry, and since a large acquisition would probably be funded with a meaningful amount of debt, potentially resulting in credit ratio weakening. EPICENTER PARTNERS: CPF Adds Provisions on Class 4 Claims Treatment ------------------------------------------------------------------- CPF Vaseo Associates, LLC, filed with the U.S. Bankruptcy Court in Arizona its latest disclosure statement, which explains its proposed plan of reorganization for Epicenter Partners LLC and its affiliates. The latest plan contains additional provisions governing the treatment of Class 4 non-insider unsecured claims. Under the plan, if the court finds and concludes that the proposed treatment of insider unsecured claims unfairly discriminates against holders of those claims or otherwise renders the plan not confirmable, then holders of Class 4 non-insider unsecured claims will receive their pro rata share of the "unsecured creditor dividend fund" on a pari passu basis with all holders of Class insider unsecured claims. The disbursing agent will make an initial distribution of 50% of the unsecured creditor dividend fund to holders of non-insider unsecured claims and insider unsecured claims 60 days after the effective date of the plan, subject to the requirement of the disbursing agent to keep reserves from such distribution for disputed claims. Future distributions will be in the discretion of the committee of non-insider unsecured creditors that will be appointed on the effective date, according to the latest disclosure statement filed on March 21. A copy of the second amended disclosure statement is available for free at https://is.gd/B6UAFi About Epicenter Partners Epicenter Partners LLC was formed in 2004 to acquire, manage, sell or hold land for investment. Gray Meyer Fannin LLC came into existence in 2001 and was originally formed to provide development services for affiliates. Both are fully owned by Gray/Western Development Company and managed, pursuant to that entity, by Bruce Gray. The companies sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Lead Case No. 16-05493) on May 16, 2016. Epicenter disclosed $143,212,665 in assets and $66,913,279 in liabilities. Epicenter and GMF tapped Thomas J. Salerno, Esq., at Stinson Leonard Street, LLP, as their Chapter 11 counsel. Mesch Clark Rothschild was later hired as substitute counsel to Stinson Leonard Street. On June 15, 2016, the Office of the U.S. Trustee appointed five creditors of Epicenter and GMF to serve on the official committee of unsecured creditors. The committee is represented by Michael W. Carmel, Ltd., as counsel. On November 22, 2016, Sonoran Desert Land Investors LLC, East of Epicenter LLC and Gray Phoenix Desert Ridge II LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case Nos. 16-07659 to 16-07661). The cases are jointly administered with that of Epicenter. EVERETT'S AUTOMOTIVE: Can Use Cash Collateral on Interim Basis -------------------------------------------------------------- Judge LaShonda Hunt of the U.S. Bankruptcy for the Northern District of Illinois authorized Everett's Automotive, LLC, to use cash collateral on an interim basis. As adequate protection for any diminution in value of its interests in the collateral, Liberty Bank & Trust was granted a postpetition lien on cash, accounts, accounts receivable and proceeds, profits and income derived from such collateral to the same extent, validity, priority and value of Liberty Bank's secured claim as of the date of filing, retroactive to March 13, 2017. In addition, the Debtor will pay to Liberty Bank the sum of $4,042 per month, commencing April 1, 2017. The Court will conduct a further hearing on the use of cash collateral on April 13, 2017 at 10:30 a.m. A full-text copy of the Interim Order, dated March 23, 2017, is available at https://is.gd/sDBZIM About Everett's Automotive Everett's Automotive, LLC, d/b/a Midas Auto Service Experts, filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 17-07795) on March 13, 2017. The petition was signed by Andrea Brown, Member. The Debtor is represented by Joel A. Schechter at the Law Offices of Joel A. Schechter. At the time of filing, the Debtor had less than $50,000 in estimated assets and $500,000 to $1 million in estimated liabilities. FARR ENTERPRISES: Can Continue Using Cash Collateral Until May 19 ----------------------------------------------------------------- Judge J. Craig Whitley of the U.S. Bankruptcy Court for the Western District of North Carolina further authorized Farr Enterprises, Inc. to use cash collateral on an interim basis during the period beginning March 18, 2017, and continuing through May 19, 2017, in accordance with the terms of the First Interim Order. As adequate protection for Reid and Patsy Scott's interest in the Debtor's continued use of the cash collateral, the Debtor was directed make an additional adequate protection payment to the Scotts in the amount of $3,000 on or before April 3, 2017, and in the same amount on or before May 3, 2017. A final hearing on the use of cash collateral will be held on May 19, 2017 at 9:30 a.m. Any party, wishing to object to the use of cash collateral allowed on a final basis, will file such objection no later than May 10, 2017. A full-text copy of the Third Interim Order, dated March 23, 2017, is available at https://is.gd/5s1X4J About Farr Enterprises, Inc. Farr Enterprises Inc. filed a Chapter 11 bankruptcy petition (Bankr. W.D.N.C. Case No. 16-40291) on July 1, 2016. The petition was signed by Laura Aulgur, president. Hon. Craig J. Whitley presides over the case. Edward C. Hay, Jr., Esq., at Pitts, Hay & Hugenschmidt P.A. represents the Debtor as counsel. In its petition, the Debtor estimated $2.11 million in assets and $1.9 million in liabilities. FINJAN HOLDINGS: Provides Update for the Year Ended Dec 31, 2016 ---------------------------------------------------------------- Finjan Holdings, Inc. (NASDAQ: FNJN), a cybersecurity company, is providing shareholders with a financial update and a highlight of key accomplishments for the full year ended December 31, 2016. Financial Highlights for the Fourth Quarter of 2016 * 110% increase in the fourth quarter revenue to $8.4 million * Achieved profitability with net income from operations of $3.9 million or $0.17 per share Financial Highlights for the Full Year Fiscal 2016: * 290% increase in fiscal 2016 revenue to $18.4 million * Ended the year with $13.7 million in cash * Net income from operations of $350,000 or $0.02 per share for fiscal 2016 Financial Highlights for First Quarter of 2017 * Nearly $10 million of revenue generated to-date with Veracode license and resolution with Avast over a contract dispute on their acquisition of AVG * Redeemed and retired $3.9 million or 38,801 shares (38%) of Series A preferred stock as of March 16, 2017 "Fiscal 2016 represented a successful year, on many fronts, leading to a nearly 300% increase in our revenue and profitability for both the fourth quarter and full year. We achieved another trial victory and reached resolution in litigation with Proofpoint. We strengthened our outstanding track record with decisive final written decisions on 6 IPR reviews and are still averaging nearly 80% of all administrative challenges being denied institution. Finally, we signed material license agreements with F5 and Veracode dropping more revenue to the bottom line," said Phil Hartstein, President and CEO of Finjan Holdings. "We continue the momentum into the first quarter with nearly $10 million in revenue mostly driven by our resolution with Avast, and the quarter is not yet closed. With two positive jury verdicts, numerous settlements, a strong licensing pipeline, and a number of near-term catalysts in both our licensing and mobile segments we believe we are well positioned for a strong 2017 and beyond." IP Licensing and Enforcement: * Finjan and Avast end dispute with $7.745 million payment received in the first quarter * The value of Finjan's patents reinforced in six final written decisions by the Patent Trial and Appeal Board (PTAB); * Currently in more than 25 licensing negotiations, ongoing in various stages Enforcement Update and Schedule: * Symantec (3:14-cv-02998-HSG, CAND SF) – Stay lifted on March 29, 2016, and trial date set for April 9, 2018; * Blue Coat Systems II (5:15-cv-03295-BLF, CAND SJ) – Trial date set for October 30, 2017; * ESET (3:16-cv-003731-JD, CAND SF) – Finjan filed two separate lawsuits against ESET and its affiliates; Germany trial date set for July 6, 2017; and, * Blue Coat Systems III (EP 0 965 094 B1 - 4c O 57/16) – Finjan filed its third lawsuit against Blue Coat in Germany on October 14, 2016 with trial date set for November 20, 2017 Emerging Mobile Security Business: * Gen3 mobile secure browser, VitalSecurityTM leveraging Finjan's existing patented inventions has had considerable traction with over 110,000 downloads to-date, over 900 reviews and a 4.5 out of 5 star rating * Gen3.5 will launch in April – start of revenue generation * Gen4, a premium offering with a VPN embedded, is expected in the third quarter of 2017 Advisory Services Business: * CybeRiskTM continues to establish its advisory services pipeline of engagements; A conference call to discuss fourth quarter and full year 2016 results is scheduled for 1:30 p.m. Pacific Time on March 28, 2017. This Current Report on Form 8-K is available at: https://is.gd/3FtlwF About Finjan Finjan, formerly known as Converted Organics, is a leading online security and technology company which owns a portfolio of patents, related to software that proactively detects malicious code and thereby protects end-users from identity and data theft, spyware, malware, phishing, trojans and other online threats. Founded in 1997, Finjan is one of the first companies to develop and patent technology and software that is capable of detecting previously unknown and emerging threats on a real-time, behavior-based basis, in contrast to signature-based methods of intercepting only known threats to computers, which were previously standard in the online security industry. Finjan Holdings reported a net loss of $12.6 million in 2015, a net loss of $10.5 million in 2014 and a net loss of $6.07 million in 2013. As of Sept. 30, 2016, Finjan had $15.04 million in total assets, $4.57 million in total liabilities, $13.68 million in redeemable preferred stock and $3.22 million in stockholders' deficit. FINJAN HOLDINGS: Reports $350K Net Income for 2016 -------------------------------------------------- Finjan Holdings, Inc., filed with the Securities and Exchange Commission its annual report on Form 10-K disclosing net income of $350,000 on $18.39 million of revenue for the year ended Dec. 31, 2016, compared with a net loss of $12.60 million on $4.687 million of revenue for the year ended Dec. 31, 2015. As of date of filing, Finjan had $18.305 million total assets, $3.933 million total liabilities, $13.5 million total redeemable preferred stock and 886,000 of shareholders' equity. Revenue in 2016 is derived from multiple license agreements that the Company entered into with third-parties following negotiations pursuant to their patent licensing and enforcement program. In addition, the Company has a consulting business started in 2015. Their revenues increased by $13.7 million or by 292%, to $18.4 million in the year ended December 31, 2016 compared to $4.7 million in the year ended December 31, 2015. The increase is primarily due to licensing revenues. The Company's cash requirements are, and will continue to be, dependent upon a variety of factors. Finjan expects to continue devoting significant capital resources to the litigations in process and any other litigation they pursue. The Company also expects to require significant capital resources to maintain its issued patents, prosecute its patent applications, acquire new technologies as part of its growth strategy, and attract and retain qualified personnel on a full-time basis. Operating expenses consists of sales and marketing, general and administrative, and research and development. Sales, general and administrative expenses (SG&A) consisted primarily of legal fees incurred in pursuing their revenues, and employee headcount related expenses. These comprise approximately 70% of total SG&A expense. Litigation expenses decreased $1.7 million to $6.3 million in 2016 compared to 2015, and is primarily due to the timing of various outstanding actions. Employee headcount related expenses remained consistent year over at approximately $4.5 million. In addition, SG&A expenses which include consulting and other professional fees, facilities and other administrative expenses and fees, decreased by over $1 million in 2016 compared to 2015, primarily due to the cost of relocating to California in 2015. A full-text copy of the Form 10-K is available for free at: https://is.gd/aH80iq About Finjan Holdings Finjan Holdings, Inc., formerly known as Converted Organics, is a leading online security and technology company which owns a portfolio of patents, related to software that proactively detects malicious code and thereby protects end-users from identity and data theft, spyware, malware, phishing, trojans and other online threats. Founded in 1997, Finjan is one of the first companies to develop and patent technology and software that is capable of detecting previously unknown and emerging threats on a real-time, behavior-based basis, in contrast to signature-based methods of intercepting only known threats to computers, which were previously standard in the online security industry. Finjan Holdings reported a net loss of $12.6 million in 2015, a net loss of $10.5 million in 2014 and a net loss of $6.07 million in 2013. As of Sept. 30, 2016, Finjan had $15.04 million in total assets, $4.57 million in total liabilities, $13.68 million in redeemable preferred stock and $3.22 million in stockholders' deficit. FIRST ONE HUNDRED: Properties to be Sold for $700K Under ASB Plan ----------------------------------------------------------------- A creditor of First One Hundred LLC filed a Chapter 11 plan for the company that proposes to sell its real properties to the City of Orlando. The plan filed by Aaronson Schantz Beiley P.A., a secured creditor, proposes to sell six apartment buildings owned by First One Hundred for $700,000. The properties located in Orlando, Florida, are estimated to be worth $1.5 million to $1.7 million. In addition, the city will subordinate its lien claims of about $3.7 million against the properties, and will release $7,449, which is presently segregated in a tax escrow fund established under a prior court order. The proceeds generated from the transaction will be used to fund the proposed plan, according to Aaronson Schantz' disclosure statement filed on March 21 with the U.S. Bankruptcy Court for the Southern District of Florida. Under the plan, Class 8 general unsecured claim of PDQ Coolidge Formad LLC, the previous owner of the properties, and Class 9 general unsecured trade claims will be paid pro rata on the effective date of the plan after administrative expenses and claims in Classes 1 to 6 are paid. First One Hundred disputes the $800,000 claim of PDQ Coolidge, which has been allowed for purposes of the plan, according to the disclosure statement. A copy of the disclosure statement is available for free at https://is.gd/NO7YhZ Aaronson Schantz is represented by: Geoffrey S. Aaronson, Esq. Steven L. Beiley, Esq. Samuel J. Capuano, Esq. Miami Tower 100 SE 2nd Street, 27th Floor Miami, Florida 33131 Tel. 786.594.3000 Fax 305.424.9336 Email: gaaronson@aspalaw.com Email: sbeiley@aspalaw.com Email: tmckeown@aspalaw.com Email: scapuano@aspalaw.com About First One Hundred First One Hundred LLC (Bankr. S.D. Fla., Case No. 16-13973) sought protection under Chapter 11 of the Bankruptcy Code on March 21, 2016. The Debtor is represented by Zach B Shelomith, Esq., at Leiderman Shelomith, PA. No official committee of unsecured creditors has been appointed in the case. The Debtor filed a plan of reorganization and accompanying disclosure statement proposing for the sale of its real properties and paying secured and unsecured creditors a distribution of 100% of their allowed claims. A full-text copy of the disclosure statement dated Aug. 1, 2016, is available at http://bankrupt.com/misc/flsb16-13973-65.pdf FIRST QUALITY: S&P Revises Outlook to Stable & Affirms 'BB' CCR --------------------------------------------------------------- S&P Global Ratings revised its outlook to stable from negative on Great Neck, NY.–based First Quality Enterprises Inc. At the same time, S&P affirmed its 'BB' corporate credit rating and S&P's 'BBB-' issue-level rating on the company's senior secured bank credit facilities; the recovery rating is '1', reflecting S&P's expectation for very high (90%-100%; rounded estimate: 95%) recovery in the event of a payment default. S&P also affirmed its 'BB-' issue level rating on the senior unsecured debt; the recovery rating is '5', reflecting S&P's expectation for modest (10%-30%; rounded estimate: 10%) recovery in the event of a payment default. Total debt outstanding as of Dec 31, 2016, was about $2.16 billion, including notes payable to related parties. "The outlook revision reflects our expectations that First Quality's credit metrics will remain relatively stable despite competitive challenges, heavy investments in new capacity, and shareholder-friendly distributions," said S&P Global Ratings credit analyst Katherine Heng. S&P believes the company's entrenched market position with its existing customers as a high-grade private-label disposable personal care products manufacturer will support gradually growing revenues and cash flows as it phases in new tissue capacity such that its credit metrics remain near current levels. S&P's rating reflects the company's defensible position, primarily as a private-label products manufacturer in categories with stable end-user demand (notably adult care, towel and tissue, and infant care), and its satisfactory track record of organic earnings growth over the last few years (excluding recall and litigation charges in 2014). S&P believes this is primarily driven by the addition of efficient assets, the addition of new capacity, and good operating profit margins. S&P has also factored into its rating First Quality's customer concentration, which could weaken its bargaining power, particularly with Wal-Mart and Sam's Club. In addition, most retailers are actively managing costs and are looking to pass on pressure on sales prices down the chain, which could lead to margin pressure at First Quality over time unless it is able to adjust its cost base. Moreover, the company faces intense competition from solid, well-established branded and--to a lesser extent--private-label manufacturers such as Kimberly-Clark Corp., Procter & Gamble Co., Clearwater Paper Corp., Georgia-Pacific LLC, and Svenska Cellulosa Aktiebolaget. The stable outlook reflects S&P's expectation that the company's entrenched market position as a premium-quality private-label manufacturer with its existing customer base will support stable earnings and cash flow growth, and that it successfully phases-in new tissue capacity such that its financial leverage remains at about 4x or below over a business cycle. S&P also believes it will be able to offset any margin pressure by ongoing cost reductions, efficiency gains as a result of improving asset quality as new paper machines are phased in, and reasonable pricing and volume stability. S&P expects the company to manage its shareholder distributions in case operating cash flow deteriorates so that debt to EBITDA remains around current levels. S&P could lower the ratings if the company's leverage deteriorates, including debt to EBITDA remaining well above 4x over our forecast horizon. S&P believes this could occur if First Quality experiences material customer losses, potentially stemming from quality issues or intensifying competition, or if it struggles to phase in or economically utilize its new capacity. S&P could also lower its ratings if the company increases shareholder remuneration above S&P's base case expectations, which results in elevated leverage. Lastly, S&P's stable outlook assumes First Quality ensures it has sufficient committed financing in place to fund its extensive investment program. S&P could raise the ratings if profit growth and free cash flow significantly exceed S&P's expectation, resulting in credit metrics strengthening including debt to EBITDA sustained below 3x. S&P estimates EBITDA would have to increase by about 30% or debt would have to decline by $500 million for this to occur. FLORIDA EAR: Seeks to Hire Stichter Riedel as Legal Counsel ----------------------------------------------------------- Florida Ear & Sinus Center P.A. seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire Stichter, Riedel, Blain & Postler, P.A. to give legal advice regarding its duties under the Bankruptcy Code, negotiate with creditors to formulate a plan of reorganization, represent the Debtor in negotiations with potential financing sources, and provide other legal services. Stichter Riedel received a retainer in the amount of $50,000 from the Debtor. The firm will be paid on an hourly basis in accordance with its customary rates that are in effect on the date the services are rendered. Stephen Leslie, Esq., disclosed in a court filing that the firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Stephen R. Leslie, Esq. Stichter, Riedel, Blain & Postler P.A. 110 East Madison Street, Suite 200 Tampa, FL 33602-4700 Tel: (813) 229-0144 Fax: (813) 229-1811 About Florida Ear Headquartered in Sarasota, Florida, Florida Ear & Sinus Center, P.A., owns and operates a medical practice which specializes in the treatment of diseases and surgery of the ears, nose and throat. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 17-01120) on Feb. 13, 2017, estimating its assets and liabilities at between $100,001 and $500,000 each. Harley E. Riedel, Esq., at Stichter Riedel Blain & Postler, P.A., serves as the Debtor's bankruptcy counsel. No official committee of unsecured creditors has been appointed in the case. FLORIDA EAR: Seeks to Hire Suplee Shea as Accountant ---------------------------------------------------- Florida Ear & Sinus Center P.A. seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire an accountant. The Debtor proposes to hire Suplee, Shea, Cramer & Rocklein, P.A. to prepare its tax returns, provide litigation support and testimony, assist with its financial reporting requirements, and provide other accounting services. The hourly rates charged by the firm range from $85 per hour to $225 per hour. Raymond Suplee, president of Suplee Shea, 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: Raymond Suplee Suplee, Shea, Cramer & Rocklein, P.A. 800 South Osprey Avenue Sarasota, FL 34236-7834 Tel: (941) 366-3600 Fax: (941) 954-4512 About Florida Ear Headquartered in Sarasota, Florida, Florida Ear & Sinus Center, P.A. owns and operates a medical practice which specializes in the treatment of diseases and surgery of the ears, nose and throat. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 17-01120) on Feb. 13, 2017, estimating its assets and liabilities at between $100,001 and $500,000 each. Harley E. Riedel, Esq., at Stichter Riedel Blain & Postler, P.A., serves as the Debtor's bankruptcy counsel. No official committee of unsecured creditors has been appointed in the case. FLORIDA EAST: S&P Puts 'CCC+' CCR on CreditWatch Positive --------------------------------------------------------- S&P Global Ratings placed its 'CCC+' corporate credit rating on Florida East Coast Industries LLC on CreditWatch with positive implications. The CreditWatch positive placement follows higher-rated Grupo Mexico S.A.B. de C.V.'s announcement that it has agreed to buy Florida East Coast Holdings for $2.1 billion. The transaction is subject to customary regulatory approvals. FECH and FECI are co-borrowers on a $1.1 billion senior debt issue. Florida East Coast Railway Corp., a subsidiary of FECH, guarantees the debt. S&P plans to resolve the CreditWatch positive placement after the transaction closes. At that point, S&P will likely withdraw all of its ratings on Florida East Coast if the company's rated debt is repaid. FOLTS HOME: Upstate-led Auction of All Assets on June 1 ------------------------------------------------------- Judge Diane David of the U.S. Bankruptcy Court for the Northern District of New York authorized the Purchase Agreement by and between Folts Home and Folts Adult Home, Inc., and Upstate Service Group, LLC, in connection with their sale of substantially all assets for $9,750,000, subject to overbid. Upstate is designated as the stalking-horse bidder for the Assets, the Purchase Agreement is deemed a Qualified Bid for the Assets and Upstate is deemed a Qualified Bidder for the Assets. Upstate waives its right to assert an administrative expense claim in the amount of the Chapter 11 Deposit under section 2.1(b) of the Purchase Agreement. The Bidding Procedures are approved, and will apply with respect to the sale of the Assets. The Debtors are authorized to take all actions necessary or appropriate to implement the Bidding Procedures. A copy of the Agreement and Bidding Procedures attached to the Order is available for free at: http://bankrupt.com/misc/Folts_Home_82_Order.pdf As further described in the Bidding Procedures, the deadline for submitting bids for the Assets is May 26, 2017 at 4:00 p.m. (PET). No bid will be deemed to be a Qualified Bid or otherwise considered for any purposes unless such bid meets the requirements set forth in the Bidding Procedures. The Debtors may sell the Assets by conducting an Auction in accordance with the Bidding Procedures. If more than one Qualified Bid is timely received by the Debtors in accordance with the Bidding Procedures, the Auction will take place on June 1, 2017 at 10:00 a.m. (PET) at the offices of Bond, Schoeneck & King, PLLC, One Lincoln Center, Syracuse, New York, or such other place and time as the Debtors will notify all Qualified Bidders and other invitees. Each Qualified Bidder participating at the Auction will be required to confirm that it has not engaged in any collusion with respect to the bidding or the Sale. The Sale Hearing will be held before the Court on June 13, 2017 at 2:00 p.m. (PET), or as soon thereafter as counsel and interested parties may be heard. The Notice of Auction and Sale is approved. On 3 business days after entry of this Bidding Procedures Order, the Debtors will cause (i) a copy of the Notice of Auction and Sale Hearing and (ii) a copy of the Bidding Procedures Order to all notice parties. On 3 business days after entry of this Bidding Procedures Order, the Debtors will serve the Notice of Auction and Sale Hearing on all known creditors of the Debtors and all residents of the Facilities or the residents' designated family members. The Notice of Assignment and Assumption is approved. No later than 3 business days after entry of this Bidding Procedures Order, the Debtors will serve the Notice of Assumption and Assignment on all non-debtor parties to executory contracts and unexpired leases. The Notice of Assumption and Assignment will identify the cure amounts that the Debtors believe must be paid to cure all prepetition defaults under the executory contracts and unexpired leases. n addition, if the Debtors identify additional executory contracts or unexpired leases that might be assumed by the Debtors and assigned to the Successful Bidder not set forth in the original Notice of Assumption and Assignment, the Debtors will promptly send a supplemental notice to the applicable counterparties to such additional executory contracts and unexpired leases. If a Cure Amount/Assignment Objection challenges a Cure Amount, the objection must set forth the cure amount being claimed by the objecting party with appropriate documentation in support thereof. Upon receipt of a Cure Amount/Assignment Objection, the Debtors are authorized, but not directed to resolve any Cure Amount/Assignment Objection by mutual agreement with the objecting counterparty to any executory contract or unexpired lease without further order of the Court. The Debtors are also authorized to file a response to any Cure Amount/Assignment Objection by 4:00 p.m. on June 9, 2017. In the event that the Debtors and any objecting party are unable to consensually resolve any Cure Amount/Assignment Objection, the Court will resolve any such Cure Amount/Assignment Objection at a hearing to be held at 2:00 p.m. on June 13, 2017 or on such later date as the Court may determine. The non-debtor parties to the executory contracts and unexpired leases will have until 4:00 p.m. on June 12, 2017 to file a written objection to the assumption, assignment and/or transfer of such executory contract or unexpired lease solely on the issue of whether the Successful Bidder and/or Backup Bidder can provide adequate assurance of future performance as required by section 365 of the Bankruptcy Code. Any such objections will be heard at the Sale Hearing. Any objections to the sale of the Assets, or to the balance of the relief requested in the Motion and not granted in the Bidding Procedures Order must be made no later than 4:00 p.m. (PET) on the same day, upon the Notice Parties. The stays provided for in Bankruptcy Rules 6004(h) and 6006(d) are waived and the Bidding Procedures Order will be effective immediately upon its entry. 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 Nos. 17-60139 and 17-60140, respectively) 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. William K. Harrington, the U.S. Trustee for Region 2, appointed Krystal Wheatley as the Patient Care Ombudsman for the Debtors. FREEDOM GROUP: S&P Lowers CCR to 'CCC+ on Lowered 2017 Forecast --------------------------------------------------------------- S&P Global Ratings said it lowered its corporate credit rating on Madison, N.C.-based Freedom Group Inc. to 'CCC+' from 'B-'. The rating outlook is negative. At the same time, S&P lowered its issue-level rating on the company's $575 million senior secured term loan due 2019 to 'CCC+' from 'B-'. The recovery rating on this debt remains '3', reflecting S&P's expectation for meaningful recovery (50% to 70%; rounded estimate: 50%) in the event of a payment default. In addition, S&P lowered its issue-level rating on the company's third-priority notes due 2020 to 'CCC-' from 'CCC'. The recovery rating on this debt remains '6', reflecting S&P's expectation for negligible recovery (0% to 10%; rounded estimate: 0%) in the event of a payment default. "The rating downgrade reflects our lowered 2017 and 2018 base-case revenue and cash flow forecast following steep year-over-year declines in NICS firearm background checks since the November 2016 U.S. election," said S&P Global Ratings credit analyst Jing Li. NICS firearm background checks, which tend to correlate with firearm sales over time, declined in the mid- to high-teens percentage area in the three months ended Feb. 28, 2017. S&P believes firearm sales are likely to decline at least through the end of 2017. Given the outcome of the November 2016 election, S&P believes consumer fears of increased firearm regulation have decreased meaningfully and will likely result in significantly slower firearm and ammunitions sales this year. In addition, 2016 was a record year for background checks and firearm sales, making it a very tough comparison for 2017 sales. Even in the event the rate of decline in firearm and ammunitions sales moderates later in the year, which is unlikely in S&P's view given strong fourth-quarter 2016 background checks, S&P estimates that revenue at Freedom Group could decline between 10% and 20% in 2017. Depending upon how quickly the company can reduce its cost structure in the interim, S&P estimates that EBITDA could decline between 30% and 50% in 2017. This could cause total adjusted debt to EBITDA to spike above 10x, EBITDA coverage of interest expense to deteriorate to the low- to mid-1x area, and the company to burn cash in 2017. As a result, and despite the company's current sizable cash balances, S&P believes that revenue and cash flow would need to recover significantly and in a sustained manner in 2018 in order to support a refinancing of the company's $575 million senior secured term loan and ABL facility, both due 2019 (which are more than two-thirds of the company's aggregate debt), otherwise the risk of a debt restructuring of some form over the next two years increases. The negative outlook reflects S&P's base-case forecast for significant revenue and EBITDA declines in 2017, and the possibility that revenue and cash flow may not recover sufficiently in 2018 to support a refinancing of the company's term loan and ABL facility, both due the first half of 2019. GATEWAY ENTERTAINMENT: To Auction Pittsburgh Property for $12K -------------------------------------------------------------- Gateway Entertainment Studios, LP, asks the U.S. Bankruptcy Court for the Western District of Pennsylvania to authorize the sale of real property and improvements located at 24 32nd Street, Pittsburgh, Pennsylvania, in the 6th Ward of the City of Pittsburgh, County of Allegheny and Commonwealth of Pennsylvania, being designated as Block 25C Lot 40 in Deed Book Volume Registry of Allegheny County, Pennsylvania, by public auction for a reserve price in the amount of $11,800,000. The Debtor is the owner of the Property. Simultaneously with the filing of the Motion, the Debtor, with the consent of the Official Committee of Unsecured Creditors, will file a Motion to Approve Bidding Procedures. The bidding procedures will be included the Notice of Sale which will be advertised in accordance W.PA.LBR 6004.1. The Property will be sold pursuant to the Form Asset Purchase Agreement attached to the Motion to Approve Bidding Procedures. Per the Motion to Approve Bidding Procedures, a reserve price in the amount of $11,800,000 will be established. These parties may hold liens, claims and encumbrances against the Property are: (i) Burchick Construction Co.; (ii) South Hills Builders, LLC; (iii) 31st Street Business Park; (iv) Skyline Industries, Inc.; (v) City of Pittsburgh; (vi) City of Pittsburgh School District; (vii) Allegheny County Treasurer; (viii) Internal Revenue Service; and (ix) Commonwealth of Pennsylvania, Department of Revenue. The Property is being sold as-is, where-is. The Debtor, with the consent of the Official Committee of Unsecured Creditors, proposes that the Property be sold pursuant to a public sale. The Debtor believes that the proposed public sale is fair and reasonable and acceptance and approval of the same is in the best interest of the Estate. About Gateway Entertainment Studios Gateway Entertainment Studios, L.P., filed a Chapter 11 petition (Bankr. W.D. Pa. Case No. 16-21628) on April 29, 2016. At the time of filing, the Debtor listed total assets of $12.15 million and total debts of $9.87 million. Judge Carlota M. Bohm is assigned to the case. When it filed for bankruptcy, Gateway Entertainment tapped Richard R. Tarantine, Esq., at Tarantine & Associates, as its bankruptcy counsel. Mr. Tarantine later moved to Jones Gregg Creehan & Gerace, LLP. Gateway then hired the Law Offices of Robert O Lampl as counsel. The Debtor tapped Hill Barth & King LLC as accountant. The U.S. Trustee for Region 3 on June 2, 2016, appointed three creditors of Gateway Entertainment, to serve on an official committee of unsecured creditors. The committee is represented by Kirk B. Burkley, Esq., at Bernstein-Burkley, P.C., in Pittsburgh, Pennsylvania. GATOR EQUIPMENT: Seeks to Hire Wegmann Dazet as Accountant ---------------------------------------------------------- Gator Equipment Rentals of Iberia, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Louisiana to hire an accountant. In court papers, Gator Equipment proposes to hire Wegmann Dazet & Company to prepare tax analysis and filings, and provide other accounting services related to the Chapter 11 cases filed by the company and its affiliates. The hourly rates charged by the firm range from $85 to $250. Kerney Craft, Jr., the Wegmann accountant designated to provide the services, disclosed in a court filing that he is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Kerney F. Craft, Jr. Wegmann Dazet & Company 111 Veterans Blvd., Suite 800, Metairie, LA 70005 Phone: 504-837-8844 Fax: 504-837-0856 Email: info@wdco.biz About Gator Equipment Rentals of Iberia Gator Equipment Rentals of Iberia, LLC, Gator Equipment Rental of Fourchon, LLC, Gator Crane Services, LLC, and Gator Equipment Rentals, LLC filed Chapter 11 petitions (Bankr. W.D. La. Lead Case No. 16-51667) on Dec. 5, 2016. Judge Robert Summerhays oversees the Debtors' cases. The Debtors are represented by Paul Douglas Stewart, Jr., Esq., Brandon A. Brown, Esq., and Ryan J. Richmond, Esq., at Stewart Robbins & Brown LLC. They also have employed BlackBriar Advisors, LLC to provide a chief restructuring officer; and Gordon Brothers Asset Advisors, LLC as equipment appraisers. Gator Equipment Rentals of Iberia and Gator Equipment Rentals of Fourchon each listed under $50,000 in assets and between $1 million and $10 million in liabilities. Gator Crane Service, and Gator Equipment Rentals listed between $1 million and $10 million in both assets and liabilities. No trustee, examiner or official committee of creditors or equity interest holders has been appointed. On March 6, 2017, the Debtors filed a disclosure statement, which explains their proposed Chapter 11 plan of reorganization. GOING VENTURES: Can Continue Using Cash Collateral Until April 5 ---------------------------------------------------------------- Judge Laurel M. Isicoff of the U.S. Bankruptcy Court for the Southern District of Florida authorized Going Ventures, LLC, d/b/a Going Aire, LLC, to use cash collateral on an interim basis through April 5, 2017. Judge Isicoff observed that the alleged liens of the Alleged Lenders are adequately protected in connection with the the Debtor's use of cash collateral. He further observed that the interest rates charged by the Alleged Lenders, appears to be usurious, which would render those obligations unenforceable, and therefore, they not entitled to adequate protection. Judge Isicoff held that the Debtor will not need a further court order to pay U.S. Trustee even if the amount exceeds the amount set forth in the budget for there will be a carve out for payment of U.S. Trustee Fees in the event that the Debtor does not have sufficient funds to pay the fees. A final hearing on the Debtor's Motion will be held on Wednesday, April 5, 2017 at 2:30 p.m. A full-text copy of the Second Interim Order, dated March 21, 2017, is available at https://is.gd/AnGU8V About Going Ventures, LLC Going Ventures, LLC, d/b/a Going Aire, LLC, filed a Chapter 11 petition (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. The Debtor is represented by David R. Softness, Esq. of David R. Softness, P.A. At the time of filing, the Debtor had total assets of $72,900 and total liabilities of $1.01 million. No trustee, examiner or statutory committee has been appointed in the Debtor's Chapter 11 case. GULF PAVING: Seeks to Hire IronPlanet as Auctioneer --------------------------------------------------- Gulf Paving Company, Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire an auctioneer. The Debtor proposes to hire IronPlanet, Inc. in connection with the sale of a vehicle it owns via an internet auction to be conducted by the firm for a minimum period of 90 days or until a sale contract is executed. IronPlanet will get 8% of the sale price of any completed auction or private sale of the vehicle. In addition, the Debtor will pay a listing fee of $340, a lien search fee of $50, and a title transfer fee of $50. IronPlanet does not hold any interest adverse to the Debtor or its property, according to court filings. The firm can be reached through: Bonnie Waldron IronPlanet, Inc. 3825 Hopyard Road, Suite 250 Pleasanton, CA 94588-8528 About Gulf Paving Company Gulf Paving Company, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 16-08113) on Sept. 20, 2016. The petition was signed by Timothy B. Lause, president. At the time of the filing, the Debtor disclosed $2.82 million in assets and $3.03 million in liabilities. Richard A Johnston, Jr., Esq., at Johnston Law, PLLC, serves as the Debtor's bankruptcy counsel. The Debtor hired Robert Richardson of Wiltshire, Whitley, Richardson & English, P.A. as accountant; Michael Kayusa, Esq., as special counsel; and Maxwell Hendry Simmons Real Estate Appraisers & Consultants as appraiser. GYPC INC: Voluntary Chapter 11 Case Summary ------------------------------------------- Debtor: GYPC, Inc. aka USMotivation, Inc. fka General Yellow Pages Consultants, Inc. fdba Marquette Group 475 Stonehaven Road Dayton, OH 45429 Case No.: 17-31030 Business Description: USMotivation, Inc., designs and operates programs that motivate employees, dealers, resellers and distributors, helping increase productivity and profitability, reduce turnover and promote innovation. Web sites: http://www.marquettegroup.com/ http://www.usmotivation.com/ Chapter 11 Petition Date: March 30, 2017 Court: United States Bankruptcy Court Southern District of Ohio (Dayton) Judge: Hon. Guy R Humphrey Debtor's Counsel: Tami Hart Kirby, Esq. PORTER WRIGHT MORRIS & ARTHUR LLP One South Main Street Fifth Third Center, Suite 1600 Dayton, OH 45402 Tel: 937 449-6721 Fax: 937-449-6820 E-mail: tkirby@porterwright.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $50 million to $100 million The petition was signed by Christopher F. Cummings, chairman and CEO. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/ohsb17-31030.pdf HANSELL MITZEL: BYK Buying Lot 225 for $115K -------------------------------------------- Daniel R. Mitzel and Patricia R. Burklund ask the U.S. Bankruptcy Court for the Western District of Washington to authorize the sale of real property of the estate located at 24341 Nookachamp Hills Drive, Mount Vernon, Washington ("Lot 225") to BYK Construction, Inc., for $115,000 with up-front payment of $90,000 and the Debtors carrying a promissory note by BYK in the amount of $25,000, secured by a second Deed of Trust against Lot 225, junior to a BYK lender(s). A hearing on the Motion is set for April 14, 2017 at 9:30 a.m. The objection deadline is April 7, 2017. As has been set forth in prior sale motions, Nookachamp Hills is a residential real estate development project in Mount Vernon, Washington, consisting of 252 lots in 4 phases. Phases 3 and 4 comprised 91 lots recorded in 2008. Currently 47 lots remain unsold. The Debtors own 21 lots (following the Court-approved sale of Lots 209 and 239, 25 lots are owned by Paul W. Rutter, and 1 lot is owned by Nookachamp Hills, LLC (an LLC owned 50% by the Debtors and 50% by Paul W. Rutter). Aside from the two post-petition lot sales, the Debtors previously owned and sold 22 Nookachamp Hills lots and they built and sold 1 custom home, and 2 speculative "spec" homes in Divisions 3 and 4 (one of which was Nookchamp House sale approved by the Court). As with the Lots 209 and 239 sales, the Buyer of Lot 225 is BYK Construction. Other than a business relationship, the Debtors have no connection with BYK. BYK has purchased more lots from the Debtors than any other builder in the Divisions 2-B, 3 and 4 of Nookachamp Hills. All sales, including the proposed sale of Lot 225, have been negotiated transactions conducted at arms-length. Most of the lots the Debtors have sold to BYK for speculative "spec" home building over the last five years (at least 7 lots prepetition) have been under an arrangement whereby BYK pays a portion of the purchase price up front, with the Debtors carrying a note for the remainder of the price. This is a common practice in the real estate development industry that helps the builder stretch its available capital and allows for a higher purchase price to be paid to the seller. The proposed Lot 225 sale is for a base purchase price of $115,000 with up-front payment of $90,000 and the Debtors carrying a promissory note by BYK in the amount of $25,000, secured by a second Deed of Trust against Lot 225, junior to a BYK lender(s). The $25,000 Note will accrue interest at 5% annually and be due and payable on the earlier of 18 months or the closing of the sale of the built home. The sale also contemplates payment to the Debtors of 50% of Gross Profits above $60,000, up to a maximum of $5,000. The listing price for Lot 225 was $140,000; based on Dan Mitzel's extensive knowledge of the Nookachamp Hills project, the Debtors believe the proposed sale reflects the best value for Lot 225. Peoples Bank holds a first position Deed of Trust against Lot 225 as security for a loan in the original amount of approximately $3,350,000, with a current balance of approximately $1,343,716. The Debtors ask to apply the net sale proceeds to the People Bank secured claim. The Debtors ask the Court to enter orders authorizing sale of Lot 225 free and clear of liens, claims and encumbrances as set forth. Each of the proposed lot sales has a closing date of April 21, 2017 or sooner. About Hansell Mitzel Hansell/Mitzel LLC, d/b/a Hansell Mitzel Homes, d/b/a Resort Maintenance Services, based in Mt. Vernon, Wash., filed a Chapter 11 petition (Bankr. W.D. Wash. Case No. 16-16311) on Dec. 21, 2016. Hon. Timothy W. Dore 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 Daniel R. Mitzel, managing member. John R Rizzardi, Esq., at Cairncross & Hempelmann, P.S., serves as bankruptcy counsel to the Debtor. HETRAN INC: Hires Cunningham Chernicoff as Counsel -------------------------------------------------- Hetran, Inc., seeks authority from the U.S. Bankruptcy Court for the Middle District of Pennsylania to employ Cunningham Chernicoff & Warshawsky, P.C., as counsel to the Debtor. On February 24, 2016, the Debtor filed an Application Authorizing Employment and Retention of Mette Evans & Woodside, as its counsel. On April 21, 2016, an Order was entered approving the Application. Henry Van Eck is the partner at Mette Evans who is responsible for performing the services for the Debtor. Mr. Van Eck is about to leave the employ of Mette Evans based upon his appointment as a Judge in the Middle District of Pennsylvania bankruptcy court. As a result, the Debtor finds it necessary to employ additional attorneys as a Debtor-in-Possession, during the transition period, as Mr. Van Eck will leave the private practice of law shortly. Hetran, Inc. requires Cunningham Chernicoff to: a. give the Debtor legal advice regarding its powers and duties as Debtor-in-Possession in the continued operation of its business and management of its property; b. prepare and file on behalf of the Debtor, as Debtor-in- Possession, all necessary applications, complaints, answers, orders, reports and other legal papers; and c. perform all other legal services for the Debtor, as Debtor- in-Possession, which may be necessary. Cunningham Chernicoff will be paid at these hourly rates: Robert E. Chernicoff $350 Partners $200-$300 Associate Attorneys $150-$200 Paralegals $100 Cunningham Chernicoff will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert E. Chernicoff, partner of Cunningham Chernicoff & Warshawsky, P.C., 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 estates. Cunningham Chernicoff can be reached at: Robert E. Chernicoff, Esq. CUNNINGHAM CHERNICOFF & WARSHAWSKY, P.C. 2320 North Second Street Harrisburg, PA 17106-0457 Tel: (717) 238-6570 About Hetran, Inc. Hetran, Inc., filed a Chapter 11 bankruptcy petition (Bankr. M.D. Pa. Case No. 16-00596) on February 16, 2016, disclosing under $1 million in both assets and liabilities. The Debtor tapped Mette Evans & Woodside as counsel. The Debtor also hired Cunningham Chernicoff & Warshawsky, P.C., as counsel. HOUMA DOLLAR: Sunland Buying Ranger Property for $920K ------------------------------------------------------ Houma Dollar Partners, LLC, asks the U.S. Bankruptcy Court for the Western District of Louisiana to authorize the sale of immovable property located at 1410 TX-254 Loop, Ranger, Eastland County, Texas, to Sunland Park, LLC, or his assigns, for $920,000. The Property consists of a 9,183 square foot commercial building currently under lease to Dollar General Corp. Property is not necessary to an effective reorganization. The Debtor has entered into a Real Estate Sales Contract for the sale of the Property for $920,000 to the Buyer, or his assigns. The purchase price reflects the fair market value that was stated in the appraisal, commissioned by BB& T Bank on Jan. 31, 2014. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Houma_Dollar_331_Sales.pdf The Property is subject to a real estate mortgage in favor of BB&T Bank and a lease with Dollar General that expires April 30, 2030 and includes three, 5-year option periods. The Debtor is requesting authority to sell the Property free and clear of all liens and mortgages and that all mortgages and liens attach to the proceeds of the sale allowing the net proceeds be paid directly to the secured creditor, BB&T Bank. The net proceeds is the amount remaining after paying the costs associated with the sale. Due to requirements made by the Title Company that is handling the closing and the request of the Clerk of Court for the county the Order approving the sale must specify that all mortgage and liens affecting the property being sold will be cancelled and erased insofar and only insofar as they affect the Property, including without limitation the following described encumbrances: a. Second Lien Deed of Trust dated Nov. 15, 2010 from the Debtor to R. Laneaddison, Trustee, recorded on Dec. 2, 2010 under Document No. 2010-003319, Official Public Records of Eastland County, Texas. Said instrument secures payment of one note of even date therewith in the original principal amount of $32,670 payable to Brady Millerand Charles Baucum, all astherein provided. b. Mechanic's and Material man's Lien Affidavit dated May 12, 2010 by Acme Brick for the amount of $1,754 and recorded under Document No. 2010-001270, Official Public Records of Eastland County, Texas. c. Mechanic's and Material man's Lien Affidavit dated May 17, 2010 by Charles Baucum, et al for the amount of $15,853 and recorded under Document No. 2010-001309, Official Public Records of Eastland County, Texas. d. Abstract of Judgment dated June 23, 2010 in favor of TMS Environmental Austin, LLC, and recorded under Document NO. 2010-001656, Official Public Records of Eastland County, Texas, securing Judgment in Cause #D-IGN-09-003009 in 350th District Court of Travis County, Texas styled TMS Environmental Austin -vs Houma Dollar Partners, LLC, et al in original principal amount of $112,411 plus post judgment interest (acquired and awaiting recording of said release). e. Deed of Trust, Assignment of Rents & Leases dated June 19, 2009 executed by Houma Dollar Partners, LLC to Richard A. Wright, Esq.; Trustee recorded under Document No. 2009-002013, Official Public Records of Eastland County, Texas. Said instrument secures payment of one certain promissory note of even date therewith in the original principal amount of $615,000 payable to Colonial Bank, all as therein provided. Said lien was assigned by FDIC as Receiver for Colonial Bank to Branch Banking and Trust Company by instrument dated Aug. 30, 2011 and recorded under Document No. 2012-001275, Official Public Records of Eastland County, Texas. f. Mechanic's and Material man's Lien Affidavit dated June 14 2010 by Border States Electric, Inc. for the amount of $2,655 and recorded under Document No. 2010-001592, Official Public Records of Eastland County, Texas. g. The ad valorem tax liens of the Eastland County Appraisal District and Eastland County for the 2017 tax year will be expressly retained until the payment of the 2017 taxes, plus any penalties and interest that may accrue thereon, in the ordinary course of business. If not so paid, the Eastland County Appraisal District and Eastland County will be at liberty to exercise all state law collection activities, without further recourse to the Bankruptcy Court. The Debtor believes that the proposed purchase price is fair and reasonable, and that the sale of Property is in the best interest of the estate and its creditors. Accordingly, the Debtor wishes to sell the Property to the Buyer free and clear of all liens and encumbrances. Any and all outstanding property taxes will be paid on or before the closing of the sale. The asks that the Clerk of Court of Eastland County, Texas be instructed and authorized to cancel the Liens and Mortgages insofar and only insofar as those items affect the Property as described. The Debtor asks that all mortgages and liens attach to the proceeds of the sale and that the net proceeds of the sale are to be paid to Branch Banking and Trust in partial satisfaction of its lien. The Purchaser can be reached at: Edward C. Juarez, M.D. EDWARD C. JUAREZ FAMILY LIMITED PARTNERSHIP 5547 N. Mesa, Suite B El Paso, TX 79912 About Houma Dollar Partners Houma Dollar Partners, LLC sought Chapter 11 protection (Bankr. W.D. La. Case No. 12-20649) on June 29, 2012. Judge Robert Summerhays is assigned to the case. The Debtor estimated assets $1,000,001 to $10,000,000 and $1,000,001 to $10,000,000 in debt. Gerald J. Casey, Esq. serves as counsel. The petition was signed by Charles Reeves, Jr., manager. ICMFG & ASSOCIATES: Seeks Further Extension of Solicitation Period ------------------------------------------------------------------ ICMFG & Associates, Inc., asks the U.S. Bankruptcy Court for the Middle District of Florida to extend the exclusivity period for solicitation of acceptances of its amended plan of reorganization so that the extended 180-day period would expire upon confirmation of the Debtor's Amended Plan. On December 27, 2016, the Debtor filed its Plan, and on January 31, 2017, the Debtor filed its Amended Plan. On March 17, 2017, the Second District Court of Appeal rendered its decision on the Debtor's appeal of the The Bare Board Group, Inc.'s judgment. The Second DCA decision reversed the trial court's lost profits award, affirmed the Debtor's default and other damage awards, and remanded on the issue of lost profits. The Court scheduled a final evidentiary hearing on confirmation of the Debtor's Amended Plan for April 10, 2017, which the Debtor has filed a motion to continue. The rescheduled final evidentiary hearing has not been set. About ICMFG & Associates, Inc. ICMFG & Associates, Inc. filed a Chapter 11 bankruptcy petition (Bankr. M.D.Fla. Case No. 16-06552) on July 29, 2016. The petition was signed Michael Doyle, president. In its petition, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. Stichter, Riedel, Blain & Postler, PA represents the Debtor as counsel. The Debtor employs Cheri Surface, BS, MBA as an accountant. INTERVAL ACQUISITION: Moody's Affirms Ba2 Corporate Family Rating ----------------------------------------------------------------- Moody's Investors Service revised Interval Acquisition Corp.'s (subsidiary of ILG, Inc.) Speculative Grade Liquidity Rating to SGL-2 (good) from SGL-1 (very good). At the same time, Moody's affirmed Interval Acquisition Corp.'s existing ratings including its Ba2 Corporate Family Rating, Ba2-PD Probability of Default Rating, and Ba3 senior unsecured notes rating. The rating outlook remains stable. ILG's Speculative Grade Liquidity Rating of SGL-2 represents good liquidity. The SGL-2 acknowledges that ILG will generate negative free cash flow (as defined by Moody's of cash flow from operations less capital expenditures less dividends) in 2017 as a result of a higher inventory investment and capital expenditures. Moody's expects ILG will support this higher level of investment with its excess cash, availability under its revolving credit facility and a potential $325 million receivables securitization. ILG had $126 million in cash at December 31, 2016 of which $68 million is located outside the US. In 2017, ILG is expected to generate $70 to $90 million of cash flow from operations. However, it anticipates that its capital expenditure level will remain elevated (at $120-$125 million) as it invests in sales galleries and other resort operation assets including renovations at Sheraton Kauai and Westin Puerto Vallarta, as well as investments in IT. Thus, Moody's anticipates that ILG's free cash flow will remain negative in 2017 at around -$100 million after capital expenditures and dividends but excluding repayments under the receivables securitizations. The SGL-2 acknowledges that Moody's expects ILG's inventory investment and capital expenditures will be reduced to more normalized levels in 2018 which will improve its level of free cash flow. ILG has a $600 million committed revolving credit facility that expires in May 2021 and provides an ample level of alternate liquidity. At December 31, 2016, there was $240 million drawn under the revolver and $349 million available net of letters of credit. The following rating is revised: Speculative Grade Liquidity rating to SGL-2 from SGL-1 Outlook Actions: Issuer: Interval Acquisition Corp -- Outlook, Remains Stable Affirmations: Issuer: Interval Acquisition Corp -- Probability of Default Rating, Affirmed Ba2-PD -- Corporate Family Rating, Affirmed Ba2 -- Senior Unsecured Regular Bond/Debenture, Affirmed Ba3(LGD5) RATINGS RATIONALE Interval Acquisition Corp.'s ("ILG") Ba2 Corporate Family Rating reflects its concentration in the higher risk timeshare industry, both vacation ownership and timeshare exchange. Following its acquisition of Vistana, ILG became the fourth largest vacation ownership (timeshare) company based on revenues with a portfolio of well recognized brand names including Westin, Hyatt, and Sheraton. Moody's estimates timeshare sales and financing represent the largest component of ILG's revenues at about 41% of net revenues. Going forward, ILG's principle strategy is to grow timeshare sales and the associated club, management, rental and consumer financing revenue. Moody's views vacation ownership sales and financing as having a higher business risk than timeshare membership services as a result of the high default rates associated with time share consumer receivables, higher capital investments, and a reliance on the securitization market to recycle consumer receivables in order to support liquidity. ILG's second largest business is membership exchange (at about 23% of net revenue). ILG is the second largest independent provider of membership services (exchange) to the timeshare industry and it also owns the Vistana Signature Network and Hyatt Residence Clubs exchanges. The higher margins and lower capital requirements of the exchange business provide some stability to ILG's earnings. However, the rating is constrained by the ongoing pressures its timeshare exchange business continues to face. Despite good membership retention rates, ILG has been unable to drive meaningful growth in membership levels as a result of slow new member growth. It also continues to face pricing pressure from corporate accounts. ILG has been able to diversify away from the independent exchange business by expanding through acquisitions into vacation ownership, including the Vistana and Hyatt Residential Group acquisitions. The Ba2 acknowledges that ILG's leverage will remain at reasonable levels. Pro forma for a full year of Vistana Moody's estimates that ILG's debt to EBITDA was about 3.5x at December 31, 2016. The rating is supported by ILG's strong interest coverage with pro forma EBITA to Interest Expense of 6.2 times. The stable rating outlook reflects that ILG will maintain reasonable leverage and strong interest coverage despite the potential for further receivable securitizations. The stable outlook also incorporates that ILG will not borrow to finance dividends and share repurchases, they will be limited to its free cash flow generation. Rating improvement is limited given ILG's narrow business profile and concentration in the timeshare business. Over the longer term, an upgrade could be considered should ILG's earnings diversify away from the timeshare business and should debt to EBITDA (adjusted for operating leases and including securitized debt) remain below 2.25 times. Ratings could be downgraded if Moody's believes ILG's debt to EBITDA (adjusted for operating leases and including securitized debt) will remain above 3.75 times or EBITA to Interest Expense drop and remain below 5 times. Ratings could also be pressured if ILG were to pursue debt-financed share repurchases, dividends, or other shareholder-friendly activities. ILG, Inc., headquartered in Miami, Florida, is a fully integrated timeshare company which provides membership and leisure services to the vacation industry. It is the parent company of Interval Acquisition Corp. and a guarantor of the $350 million senior unsecured notes. It operates under two segments: Exchange and Rental and Vacation Ownership. The Vacation Ownership segmentprovides management and related services to vacation ownership properties and or their associations. The Vacation Ownership segment also sells, markets, and finances vacation ownership interests under the Hyatt, Sheraton and Westin brand names. Its Exchange and Rental segment provides timeshare exchanges through Interval International, Trading Places International, and Hyatt Residence Club. The Exchange and Rental segment also provides vacation rentals through Aston Hotels and Resorts and Aqua Hospitality. The Vacation Ownership provides management and related services to vacation ownership properties and or their associations. The Vacation Ownership segment also sells, markets, and finances vacation ownership interests under the Sheraton, Westin, and Hyatt brand names. 2016 net revenues are about $1.1 billion (which does not include a full year of Vistana). The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. IPAYMENT INC: Moody's Rates Proposed $325MM 1st Lien Debt 'B1' -------------------------------------------------------------- Moody's Investors Service assigned a B1 rating to iPayment, Inc.'s proposed $325 million of first lien credit facilities and a Caa2 rating to the proposed $200 of second lien notes being offered in conjunction with the company's plans to refinance existing first lien term loans and consummate a debt restructuring. iPayment's Caa2 Corporate Family Rating (CFR), the existing debt ratings at iPayment and iPayment Holdings, Inc., and the negative rating outlooks are not affected. RATINGS RATIONALE Moody's will append the "/LD" indicator to iPayment's existing Probability of Default Rating of Caa3-PD upon the close of the pending debt exchange offer indicating a limited default in the capital structure. The ratings for the new debt instruments reflects Moody's expectation that iPayment's CFR is likely to be upgraded to B3 if the refinancing and the debt and equity exchange offers are completed as proposed and the company maintains adequate liquidity, including at least about $15 million of cash on hand, upon the close of the recapitalization. Moody's estimates that the debt restructuring will reduce iPayment's total debt to EBITDA from approximately 7.5x to 5.6x and its annual interest expense by approximately $9 million. The reduction in debt, extension of debt maturities and improved liquidity will allow the company to execute its growth strategy. Moody's expects that following the debt restructuring iPayment will maintain revenue growth of about 4% and generate free cash flow of about 3% to 4% of total debt. The ratings for the new instruments are contingent upon the closing of the debt and equity exchange offers as contemplated. iPayment's existing Caa2 CFR reflects its unsustainable debt levels, small operating scale and its intensely competitive operating environment. iPayment's credit profile benefits from its recurring, transactions-based revenues, diverse customer base with low industry concentration and its track record of positive free cash flow. The negative outlook reflects the pending default on the second lien debt obligations. Moody's expects to upgrade iPayment's CFR to B3 if the company completes debt restructuring and reduces debt as currently contemplated and it maintains adequate liquidity. Although not expected, Moody's could downgrade iPayment's ratings if recovery for individual debt instruments is expected to be lower than currently estimated or iPayment is unable to complete the debt exchange. Moody's has assigned the following ratings: Issuer: iPayment, Inc. -- $20 million senior 1st lien revolving credit facility due 2022, B1 (LGD 2) -- $305 million senior 1st lien term loan due May 2023, B1 (LGD 2) -- $200 million of senior 2nd lien notes due 2024, Caa2 (LGD 5) iPayment, Inc. is a merchant acquirer that provides credit and debit card-based payment processing services to small business merchants in the United States. iPayment generated an estimated $349 million in revenues (net of interchange) in 2016. ITUS CORP: Registration Statement Withdrawn, No Securities Sold --------------------------------------------------------------- ITUS Corporation submitted a letter to notify the Securities and Exchange Commission of the Company's withdrawal of its Registration Statement on Form S-1 (File No. 333-215799) in accordance with the instructions of the staff of the Securities and Exchange Commission. No securities were sold under the Registration Statement. Pursuant to Rule 477 under the Securities Act of 1933, as amended, the Company hereby withdraws the Registration Statement. About ITUS Corporation ITUS Corp. -- http://www.ITUScorp.com/-- develops and acquires patented technologies for the purposes of patent monetization and patent assertion. The company currently has 10 patent portfolios in the areas of Key Based Web Conferencing Encryption, Encrypted Cellular Communications, E-Paper(R) Electrophoretic Display, Nano Field Emission Display ("nFED"), Micro Electro Mechanical Systems Display ("MEMS"), Loyalty Conversion Systems, J-Channel Window Frame Construction, VPN Multicast Communications, Internet Telephonic Gateway, and Enhanced Auction Technologies. CopyTele changed its name to "ITUS Corporation" on Sept. 2, 2014, to reflect the Company's change in its business operations. ITUS Corp reported a net loss of $5.01 million on $300,000 of total revenue for the year ended Oct. 31, 2016, compared to a net loss of $1.37 million on $9.25 million of total revenue for the year ended Oct. 31, 2015. Haskell & White LLP, in Irvine, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Oct. 31, 2016, citing that the Company has limited working capital and limited revenue-generating operations and a history of net losses and net operating cash flow deficits. These conditions raise substantial doubt about the Company's ability to continue as a going concern. JENSEN INDUSTRIES: Unsecured Creditors to be Paid $18K in 5 Years ----------------------------------------------------------------- Jensen Industries, Inc., will set aside $18,000 to pay its general unsecured creditors, according to the company's proposed plan to exit Chapter 11 protection. Under the restructuring plan, Jensen Industries will pay $300 per month to general unsecured creditors for 60 months. Payments will be divided pro rata among unsecured creditors, and will begin when professional fees and other fees are paid in full. Jensen Industries estimates that this can accomplished within four months after confirmation but will be no later than July 2017. Funds for the plan will be generated through the earnings of the reorganized company, according to Jensen Industries' disclosure statement filed on March 21 with the U.S. Bankruptcy Court for the Eastern District of Michigan. A copy of the disclosure statement is available for free at https://is.gd/RKlVNv About Jensen Industries Jensen Industries, Inc., filed a chapter 11 petition (Bankr. E.D. Mich. Case No. 16-31959) on August 22, 2016. The petition was signed by Kai Jensen, president. The Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. The case is assigned to Judge Daniel Opperman. The Debtor is represented by Peter T. Mooney, Esq., at Simen, Figura & Parker, PLC. JPE HOME: Owner to Retain Stake Under Latest Exit Plan ------------------------------------------------------ Jennifer Ellsworth, owner of JPE Home Care, will retain her ownership interest in the company, according to the company's latest disclosure statement which explains its plan to exit Chapter 11 protection. Ms. Ellsworth will continue to manage her business after confirmation of the plan, with a continued monthly salary of $5,000, which is not expected to change during the pendency of the bankruptcy case, . In the latest filing, JPE Home Care also disclosed that the restructuring plan is feasible and that the company can pay per the terms of the plan. In 2016, JPE Home Care's average net income monthly after all expenses was $4407.74, which is "more than enough" to fund the plan, according to the company's disclosure statement filed on March 21 with the U.S. Bankruptcy Court for the Eastern District of Pennsylvania. A copy of the second amended disclosure statement is available for free at https://is.gd/fY297f About JPE Home Care JPE Home Care LLC, dba At Home Certified Senior HealthCare, filed for Chapter 11 bankruptcy protection (Bankr. E.D. Pa. Case No. 16-12609) on April 13, 2016, estimating assets of less than $100,000 and liabilities of less than $1 million. Paul Gregory Lang, Esq., at Gallant And Parlow, PC, serves as the Debtor's bankruptcy counsel. On October 31, 2016, the Debtor filed a Chapter 11 plan of reorganization and disclosure statement. KENTISH TRANSPORTATION: Allowed to Enter Into Lease Agreement ------------------------------------------------------------- U.S. Bankruptcy Judge Clifton R. Jessup, Jr., for the Northern District of Alabama authorized Kentish Transportation, Inc. to enter into a lease agreement with Enterprise Commercial Trucks regarding the acquisition of an Express Courier, 26-foot box truck, at the base rate of $1,450, per month for the shortest minimum period possible. The Debtor is directed to pay adequate protection payments to Progress Bank & Trust in the amount of $240 per month, beginning April 1, 2017. The adequate protection payments will continue monthly until otherwise ordered or through the entry of a confirmed Plan. A full-text copy of the Order, dated March 24, 2017, is available at https://is.gd/9tZSch About Kentish Transportation Kentish Transportation, Inc., formerly known as KTI Express Courier, based in Huntsville, Ala., filed a Chapter 11 petition (Bankr. N.D. Ala. Case No. 17-80242) on Jan. 25, 2017. The Hon. Clifton R. Jessup Jr. presides over the case. Stuart M Maples, Esq., at Maples Law Firm, PC, serves as bankruptcy counsel to the Debtor. In its petition, the Debtor declared $99,948 in total assets and $1.11 million in total liabilities. The petition was signed by Cecilio Kentish, Jr., president/CEO. KINEMED INC: Seeks to Hire Bachecki Crom as Accountant ------------------------------------------------------ KineMed, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of California to hire an accountant. The Debtor proposes to hire Bachecki, Crom & Co., LLP to give advice on income tax-related matters, prepare corporate income tax analysis and returns, give advice on potential income tax consequences of alternative transactions, and provide other accounting services. The hourly rates charged by the firm range from $380 to $525 for partners, $270 to $360 for senior accountants, and $165 to $260 for junior accountants. Jay Crom, a certified public accountant, 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: Jay D. Crom Bachecki, Crom & Co., LLP 400 Oyster Point Blvd., Suite 106 South San Francisco, CA 94080 Phone: (415)398-3534 Fax: (415)788-0855 Email: bachcrom@bachcrom.com Email: jcrom@bachcrom.com About KineMed Inc. Headquartered in Emeryville, California, KineMed Inc. has developed and validated a proprietary drug development platform to clinically advance drugs more efficiently and with less risk for later sale/out-license. KineMed is creating a pipeline of high value drug assets in muscle-wasting and fibrotic diseases. The pipeline is focused on Phase 2 trials with synthetic Ghrelin, to address CKD & muscle wasting in the elderly. KineMed filed for Chapter 11 bankruptcy protection (Bankr. N.D. Calif. Case No. 16-41241) on May 4, 2016, estimating its assets at $10 million to $50 million and debts at $1 million to $10 million. The petition was signed by David M. Fineman, chairman and chief executive officer. Judge Roger L. Efremsky presides over the case. Merle C. Meyers, Esq., at Meyrs Law Group, PC, serves as the Debtor's bankruptcy counsel. The Debtor hired Gordian Investments LLC as investment banker, and FisherBroyles LLP as special counsel. LIMITLESS MOBILE: Plan Filing Deadline Extended Until August 1 -------------------------------------------------------------- Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware extended Limitless Mobile, LLC's co-exclusive periods for filing a plan of reorganization and soliciting acceptances to the plan to August 1, 2017, and Sept. 28, 2017, respectively. In a report by the Troubled Company Reporter on March 17, the Debtor asserted that its extension request is warranted in light of (1) the necessity for it to have sufficient time to negotiate with creditors and prepare adequate information, (2) it having made good faith progress towards reorganization, (3) it have made payments on its undisputed post-petition obligations as they become due, (4) it having a reasonable prospect for filing a viable plan, and (5) the tenure of its case being just over three months. About Limitless Mobile Limitless Mobile, LLC, successor to Keystone Wireless, LLC, is a Delaware corporation formed in 2013 with a mission to construct a broadband network and provide wireless telecommunications services to 9 rural and underserved counties of central Pennsylvania. The company has built a $40,000,000 state-of-the-art 3G/4G LTE network that has increased access to reliable, high quality mobile phone and home internet services in rural areas. As part of its restructuring strategy, the company has determined it is necessary to downsize its retail operations. To that end, it has decided to close 5 out of its 6 retail locations, and focus its marketing efforts on the wholesale of wireless telecommunications services to nationwide service providers who do not have established infrastructure in central Pennsylvania. As part of the strategy, its suspended wireless service provided to retail customers on Jan. 7, 2016. Limitless Mobile, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case No. 16-12685) on Dec. 2, 2016. In its petition, the Debtor estimated $10 million to $50,000 million in assets and $50 million to $100 million in liabilities. The petition was signed by Amir Rajwany, chief operating officer. Dilworth Paxson, LLP, serves as counsel to the Debtor and Wilkinson Barker Knauer, LLP serves as special counsel. Rust Consulting/Omni Bankruptcy acts as the Debtor's claims and noticing agent. MVP Capital, LLC, a division of Financial Telesis, Inc., serves as investment banker to the Debtor. On December 16, 2016, an Official Committee of Unsecured Creditors was appointed in the case. Saul Ewing LLP represents the Committee. Gavin/Solmonese LLC serves as the panel's financial advisor. LINDLEY FIRE: Taps Goe & Forsythe as Legal Counsel -------------------------------------------------- Lindley Fire Protection Co., Inc. 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 Goe & Forsythe, LLP to give legal advice regarding its duties under the Bankruptcy Code, conduct examinations of claimants, assist in the preparation and implementation of a plan of reorganization, and provide other legal services. The hourly rates charged by the firm are: Robert Goe $395 Marc Forsythe $395 Donald Reid $315 Charity Miller $295 Kerry Murphy $140 Marc Forsythe, Esq., 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: Marc C. Forsythe, Esq. Donald W. Reid, Esq. Charity J. Miller, Esq. Goe & Forsythe, LLP 18101 Von Karman Avenue, Suite 1200 Irvine, CA 92612 Phone: 949-798-2460 Fax: 949-955-9437 Email: mforsythe@goeforlaw.com Email: dreid@goeforlaw.com Email: cmiller@goeforlaw.com About Lindley Fire Protection Co. Established in 1986 in Anaheim, California, Lindley Fire Protection Co., Inc. -- www.lindleyfire.com -- provides fire protection services and contracts with large industrial warehouses and facilities. The Debtor performs construction services worldwide and its personnel have performed work in various locations such as Western Somoa, Puerto Rico, Texas, Illinois, Nevada, Colorado, Utah, Montana, Idaho and Mexico. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 17-10929) on March 12, 2017. The petition was signed by Leslie L. Lindley, II, president. The case is assigned to Judge Catherine E. Bauer. At the time of the filing, the Debtor estimated its assets and debts at $1 million to $10 million. LTS NATIONWIDE: Has Final Authorization to Use Cash Collateral -------------------------------------------------------------- Judge Frank J. Bailey of the U.S. Bankruptcy Court for the District of Massachusetts authorized LTS Nationwide, Inc. to use cash collateral on a final basis on the same terms and conditions as previously allowed. The U.S. Trustee have no objection and no other objections have been filed to the Debtor's continued use of cash collateral. A full-text copy of the Order, dated March 23, 2017, is available at https://is.gd/UjYrcJ About LTS Nationwide, Inc. LTS Nationwide, Inc. filed a Chapter 11 petition (Bankr. D. Mass. Case No. 17-10542), on February 20, 2017. The Petition was signed by Oscar L. DesJardines, President, Sole Shareholder. The Debtor is represented by Joseph P. Foley, Esq., at the Law Offices of Joseph P. Foley. At the time of filing, the Debtor had estimated both assets and liabilities at $100,000 to $500,000. MARSH LAND: Plan Confirmation Hearing on May 17 ----------------------------------------------- Judge Terry L. Myers of the U.S. Bankruptcy Court for the District of Montana approved the disclosure statement filed by Marsh Land & Livestock, Inc. on March 16, 2017. The hearing on the confirmation of Debtor's Plan will be held on Wednesday, May 17, 2017, at 9:30 a.m., or as soon thereafter as counsel can be heard, in the Russell Smith Federal Courthouse, 201 E. Broadway, Bankruptcy Courtroom, Missoula, Montana. May 3, 2017, is fixed as the last day for filing and serving written objections to confirmation of the Plan, and for filing written acceptances or rejections of the Plan. About Marsh Land and Livestock Marsh Land and Livestock, Inc., filed a Chapter 11 petition (Bankr. D. Mont. Case No.: 16-60999) on October 7, 2016. The petition was signed by Todd Marsh, president. The Debtor disclosed $2.78 million in total assets and $5.29 million in total liabilities. The Debtor is represented by James A. Patten, Esq. and Blake A. Robertson, Esq. at Patten, Peterman, Bekkedahl & Green, PLLC. The Debtor employs Jake Fladager and G.R. Nelson & Associates as accountants. A copy of the Debtor's list of 10 unsecured creditors is available for free at http://bankrupt.com/misc/mtb16-60999.pdf MASHAL II ASSET: Case Summary & 8 Unsecured Creditors ----------------------------------------------------- Debtor: Mashal II Asset LLC c/o Terry Farooqui, Registered Agent 648 Hamilton Court Bartlett, IL 60103 Case No.: 17-09993 Business Description: Mashal II Asset is a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). Its principal asset is located at 4931-5021 W. Armitage Avenue Chicago, IL 60639. Chapter 11 Petition Date: March 30, 2017 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: Hon. LaShonda A. Hunt Debtor's Counsel: Keevan D. Morgan, Esq. MORGAN & BLEY, LTD. 900 W. Jackson Blvd. Chicago, IL 60607 Tel: 312 243-0006 Ext. 29 Fax: 312 243-0009 Email: kmorgan@morganandbleylimited.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Terry Farooqui, manager. A copy of the Debtor's list of eight unsecured creditors is available for free at http://bankrupt.com/misc/ilnb17-09993.pdf MAXLINEAR INC: Moody's Assigns Ba3 Corporate Family Rating ---------------------------------------------------------- Moody's Investors Service assigned first time ratings to the debt of the MaxLinear, Inc -- Corporate Family Rating (CFR) of Ba3 and Probability of Default Rating (PDR) of Ba3-PD, a Ba3 rating to the $425 million Senior Secured Term Loan B ("Term Loan B"), and a Speculative Grade Liquidity ("SGL") rating of SGL-2. The rating outlook is stable. MaxLinear intends to use the proceeds of the Term Loan B and balance sheet cash to acquire Exar Corp. for $13.00 cash per share, or about $695 million (excluding transaction expenses). RATINGS RATIONALE The Ba3 CFR reflects MaxLinear's established niche market positions in broadband access radiofrequency ("RF") chips used in television set-top boxes and home wireless network systems, consistent Free Cash Flow ("FCF") generation, and valuable intellectual property ("IP") as indicated by the high gross margins, which Moody's expects will remain in the upper fifties percent level ("Moody's adjusted"). MaxLinear's moderate product life cycles, which limit revenue volatility, along with MaxLinear's fabless manufacturing model tends to produce fairly stable FCF, since a large portion production is outsourced, limiting required capital expenditures. The acquisition of Exar brings established market positions in chips used in network interface products, power management, and touchscreen devices and brings Exar's large distributor sales channel. Moreover, the acquisition of Exar diversifies MaxLinear's revenue base and increases scale, raising revenues to about $500 million. The rating also reflects the starting leverage of about 4x debt to EBITDA (LTM December 31, 2016, Moody's adjusted) pro forma for the Exar acquisition. This level of leverage is high given both MaxLinear's small scale relative to key market competitors Broadcom Ltd, NXP Semiconductors N.V, and Analog Devices, Inc., and the significant execution risks integrating Exar, which will increase MaxLinear's revenue base by over 25% and expand MaxLinear's end market exposure into automotive and industrial. The small revenue base also contributes to customer concentration, as Arris Group, Inc accounted for 27% of MaxLinear's revenues in 2016, though this concentration should decline with the acquisition of Exar. The rating is also constrained by the company's history of acquisitions and short track record at its current revenue and profit base. Nevertheless Moody's expects rapid deleveraging over the near term as MaxLinear reduces Exar's cost structure and directs FCF to debt reduction, reducing debt to EBITDA (Moody's adjusted) toward 3x and FCF to debt (Moody's adjusted) toward 30% over the 12 to 18 months following closing. The Ba3 rating on the Term Loan B, which is equal to the Ba3 CFR, reflects the collateral, comprised of a first priority lien on the company's assets, and the minimal amount of unsecured liabilities in the capital structure. The Speculative Grade Liquidity rating of SGL-2 reflects MaxLinear's good liquidity, which is supported by consistent FCF and a large cash balance. Moody's expects that MaxLinear will generate annual cash from operations (Moody's adjusted) of at least $110 million, which will comfortably cover capital expenditures of less than $20 million. The Term Loan B is not governed by any financial maintenance covenants. Although MaxLinear has no plans to obtain a revolving credit facility, Moody's believes that MaxLinear will maintain a cash balance of at least $80 million, which should provide MaxLinear with good liquidity given MaxLinear's consistent FCF generation. The stable outlook reflects Moody's expectations that Exar will be integrated into MaxLinear without any significant operational disruption and that the combined company will generate revenue growth at least in the low-single digits over the next 12 months. Moody's expects rapid deleveraging over the near term as MaxLinear reduces Exar's cost structure and directs FCF to debt reduction, reducing debt to EBITDA (Moody's adjusted) toward 3x and FCF to debt (Moody's adjusted) toward 30% over the 12 to 18 months following closing. A ratings upgrade is unlikely over the next year due to the integration execution risks, high leverage, and MaxLinear's small revenue scale. Over the intermediate term the ratings could be upgraded if MaxLinear completes the integration of Exar, builds scale through organic revenue growth, and reduces leverage through a combination of debt repayment and EBITDA growth, with debt to EBITDA (Moody's adjusted) sustained below 2.5x. Moody's would expects the EBITDA margin (Moody's adjusted) to be sustained above the mid-twenties percent level. The ratings could be lowered if MaxLinear's EBITDA margin (Moody's adjusted) declines toward the twenty percent level or if revenues decline, indicating a potential loss of market share. The rating could also be lowered if MaxLinear does not make steady progress toward reducing leverage to below 3.5x EBITDA (Moody's adjusted) over the year following closing. MaxLinear, Inc., based in Carlsbad, California, is a fabless semiconductor firm that produces radiofrequency ("RF") and mixed-signal integrated circuits used in broadband communications, data centers, and metro and long-haul data transport network applications. Exar Corp., based in Fremont, California, is a fabless semiconductor firm that produces analog and mixed-signal integrated circuits used in network interface, power management, and touchscreen applications. The following ratings were assigned: Corporate Family Rating -- Ba3 Probability of Default Rating -- Ba3-PD Senior Secured Term Loan B -- Ba3 (LGD4) Speculative Grade Liquidity rating -- SGL-2 Rating Outlook -- stable The principal methodology used in this rating was Semiconductor Industry Methodology published in December 2015. MAXLINEAR INC: S&P Assigns 'BB-' CCR on Acquisition Agreement ------------------------------------------------------------- S&P Global Ratings assigned its 'BB-' corporate credit rating to Carlsbad, Calif.-based MaxLinear Inc. The rating outlook is stable. MaxLinear has announced a definitive agreement to acquire Exar Corp. for a total value of $700 million. MaxLinear will partially finance the acquisition with a $425 million senior secured term loan. At the same time, S&P assigned its 'BB-' issue-level rating and '3' recovery rating to MaxLinear's $425 million senior secured term loan. The '3' recovery rating indicates S&P's expectations for meaningful recovery (50%-70%; rounded estimate: 50%) in the event of a payment default. "Our 'BB-' rating reflects MaxLinear's very high degree of customer concentration, limited scale, and a highly acquisitive growth strategy focused on expanding into infrastructure applications," said S&P Global Ratings credit analyst James Thomas. S&P calculates pro-forma leverage for 2016 of 3.2x on a fully S&P-adjusted basis, and expect that leverage will increase modestly to about 3.4x over the course of 2017 on near-term revenue and EBITDA declines at MaxLinear, before declining to the 2x area in 2018. Low capital intensity, good profitability, and a track record of steady growth in core home connectivity products are credit strengths. MaxLinear is a provider of RF analog and mixed-signal semiconductor devices used in cable and satellite broadband communications, home networking, and increasingly wired and wireless infrastructure. The firm derives 70%-80% of revenues (on a stand-alone basis) from chips sold into home connectivity applications, including cable and satellite set-top boxes, cable modems, and home networking products distributed by data and video network operators, with the balance of revenues coming from infrastructure and a declining legacy video system on a chip (SoC) business. The company has grown rapidly through a series of recent acquisitions, the largest of which was Entropic, which it acquired for an equity value of about $290 million in April 2015. Entropic provided MaxLinear with its analog satellite channel stacking, MoCA home networking, and legacy video SoC products. More recent acquisitions include Microsemi's wireless access business and Broadcom's wireless backhaul business, which support the firm's strategy of growing infrastructure sales through adding cellular transceivers and backhaul modems to its infrastructure product portfolio. Exar, although smaller than MaxLinear, has a substantially more diversified customer base and product portfolio, with over 25,000 customers to MaxLinear's 208 and products that span interface, power management, sensors, and other applications. It serves a broad base of industrial and infrastructure customers and sells primarily through distribution channels. In addition to contributing incremental scale and diversity, S&P believes that this acquisition benefits MaxLinear both through enabling the firm to develop increasingly integrated solutions, incorporating Exar's power management and digital IP, as well as supporting MaxLinear's foray into infrastructure markets through strong relationships with distribution channels. S&P's stable outlook is based upon its expectation that MaxLinear will be able to integrate Exar with minimal disruption to its core business, and will be able to leverage its digital IP portfolio to support ongoing growth in both legacy broadband CPE as well as infrastructure products. S&P's outlook is further founded on the expectation that leverage will decline to the mid-2x area in 2018, and that MaxLinear will not pursue additional leveraged acquisitions over the next 12 months. S&P would consider a downgrade if leverage approached 4x, whether from additional leveraged acquisitions over the next 12-24 months or a failure to sustain current growth trajectories in digital channel stacking and infrastructure products. Although unlikely over the next 12 months, S&P would look to increasing revenue diversity, sustained growth in infrastructure markets, and debt reductions such that leverage was likely to remain below 2x as potential catalysts for an upgrade. MAXUS ENERGY: Kimbell Buying ORRIs for $16 Million -------------------------------------------------- Maxus Energy Corp., and affiliates, ask the U.S. Bankruptcy Court for the District of Delaware to authorize the sale of overriding royalty interests in approximately 3,700 wells located in Louisiana, New Mexico, Oklahoma, Texas, and West Virginia and certain related property rights, interests and privileges specified in the conveyance documents ("ORRIs") to Kimbell Royalty Holdings, LLC for $15,850,000. A hearing on the Motion is set for April 18, 2017, at 11:00 a.m. (ET). The objection deadline is April 11, 2017, at 4:00 p.m. (ET). The Debtors' wells, including the wells in which Maxus obtained the ORRIs, may be subject to preferential rights. In this case, two parties—BP and Pantera Energy—appear to hold what may constitute Preferential Rights in respect of certain of the Debtors' ORRIs located in Texas and Oklahoma that are potentially implicated or relevant to the Sale. Out of an abundance of caution, on March 8, 2017, the Debtors sent letters to each of these parties advising them of the sale and requesting that they agree to waive their Preferential Rights, if any. On March 9, 2017, Pantera Energy advised the Debtors they would not waive their purported rights. The Debtors have been actively exploring ways to monetize their assets and maximize recoveries to creditors. To that end, the Court previously authorized the Debtors' retention of EnergyNet to market the Debtors' ORRIs. The auction opened on Feb. 9, 2017, and closed on March 2, 2017. The Debtors chose to use a "sealed bi” process that allows for privatized bidding because they determined that such process would maximize value given the nature of the assets at issue. Following a robust online sealed bid auction process, EnergyNet received the highest and best bid from the Purchaser to purchase the ORRIs. The Purchase Price exceeds the Debtors' sale projections for the ORRIs and receipt of the funds will facilitate the Debtors' ability to satisfy its secured financing obligations. The Debtors and the Purchaser entered into Purchase Agreement dated March 7, 2017. The Purchase Agreement provides an added benefit to the Debtors by the Purchaser agreeing to pay all 2017 ad valorem taxes related to the ORRIs, thereby relieving the Debtors' estate of a potential administrative expense claim that would further reduce the funds available to satisfy obligations to creditors. A copy of the Purchase Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Maxus_Energy_1065_Sales.pdf Notwithstanding that certain of the ORRIs may be subject to Preferential Rights, the Debtors have reached out to the holders of such purported preferential rights to ensure they are given an adequate opportunity to object and establish the validity and enforceability of any such rights in connection with the hearing on the Motion. The Debtors submit that the ORRIs were thoroughly marketed to all potential interested parties, the sealed bid auction was conducted in a manner consistent with industry norms, and that the Purchase Price to be paid by the Purchaser represents the highest and best price for the ORRIs. Accordingly, the Debtors respectfully ask the Court to enter an Order approving and authorizing the sale of the ORRIs to the Purchaser free and clear of all liens, interests, claims, and encumbrances; permitting the Debtors to pay EnergyNet its Sale Success Fee; and waiving the requirements of Bankruptcy Rule 6004(h). The Purchaser can be reached at: KIMBELL ROYALTY HOLDINGS, LLC 777 Taylor Street, Suite 810 Fort Worth, Texas 76102 About Maxus Energy Corporation Maxus Energy Corporation and four of its subsidiaries filed voluntary petitions for reorganization under Chapter 11 (Bankr. D. Del., Case No. 16-11501) on June 17, 2016. The Debtors intend to use the breathing spell afforded by the Bankruptcy Code to decide whether their existing environmental remediation operations and oil and gas operations can be restructured as a sustainable, stand-alone enterprise. The Debtors have engaged Young Conaway Stargatt & Taylor, LLP as local counsel, Morrison & Foerster LLP as general bankruptcy counsel, Zolfo Cooper, LLC as financial advisor and Prime Clerk LLC as claims and noticing agent, all are subject to the Bankruptcy Court's approval. The Debtors hired Keen-Summit Capital Partners LLC as real estate broker. The Debtors also engaged Hilco Steambank to market and sell their internet protocol numbers and other internet number resources, and EnergyNet.com to market and sell the Debtors' rights, title, and interest in and to the oil and gas properties. On July 7, 2016, the United States Trustee for the District of Delaware filed Notice of Appointment of Committee of Unsecured Creditors. The Committee selected Schulte Roth & Zabell LLP as counsel, and Cole Schotz as Delaware co-counsel. Berkeley Research Group, LLC, serves as financial advisor for the Committee. Andrew Vara, acting U.S. Trustee for Region 3, appointed the following to a committee of retirees: John Leslie Jackson, Sr., Gerald G. Carlton, and Robert E. Garbesi. The Retirees Committee retained Akin Gump Strauss Hauer & Feld LLP as counsel and Ashby & Geddes, P.A., as co-counsel. MCK MILLENNIUM: Lease Agreement With GSI Approved ------------------------------------------------- Judge Jack B. Schmetterer of the U.S. Bankruptcy Court for the Northern District of Illinois authorized MCK Millennium Centre Retail, LLC's lease agreement with GSI Cafe, LLC; and the release of the current lessee of the property, Eggsperience of Chicago, Inc. The Lease provides for an initial monthly rent payment of $33,997, an increase of $964 over the amount paid by the current tenant, and increases to $38,932 in the fourth year. The general terms of the Lease are on a triple net basis. The definition of any of the Lease terms will control to the extent that anything contained in the Motion is inconsistent with provisions of the Lease. The Lease pertains to the space currently occupied by Eggsperience of Chicago, Inc. ("EOC"), operating as the Eggsperience restaurant. GSI is taking over the operations of this and other Eggsperience restaurants. The Debtor has agreed to release EOC from unassessed late fees and collection expenses in exchange for EOC surrendering possession of the premises to GSI and allowing the Debtor to retain the $26,000 EOC security deposit. A copy of the Lease attached to the Order is available for free at: http://bankrupt.com/misc/MCK_Millennium_212_Order.pdf About MCK Millennium Centre Retail MCK Millennium Centre Realty, LLC, filed for Chapter 11 protection (Bankr. N.D. Ill. Case No. 16-06369) on Feb. 25, 2016, and disclosed $16.2 million in assets and $9.50 million in liabilities as of the Petition Date. Jonathan D. Golding, Esq., and Richard N. Golding, Esq., at The Golding Law Offices, P.C., are serving as bankruptcy counsel. The Debtor hired Kraft Law Office as its special real estate counsel. Leslie A. Bayles, Esq., and Donald A. Cole, Esq., at Bryan Cave LLP, are representing lender MLMT 2005 MKB2 Millennium CentreRetail LLC. MIDWEST FARM: Wants to Use $110K of Cash Collateral --------------------------------------------------- Midwest Farm, L.L.C., asks the U.S. Bankruptcy Court for the District of South Dakota for authorization to use of cash collateral by April 6, 2017. The cash collateral proposed to be used includes prepetition and postpetition proceeds from the sale of the Debtor's corn, prepetition proceeds from the sale of the Debtor's equipment, and prepetition funds from the Debtor's custom work and rebates received. On the interim, the Debtor proposes to use $81,701 of cash collateral to maintain the operation of its business for the time period March 25, 2017, through April 10, 2017. The Debtor contends that it must pay for labor, an equipment payment, fertilizer, insurance, rents, and other expenses needed in order to continue to operate its business effectively and to maintain its operation. The proposed budget details the expenses that Debtor must meet prior to April 6, 2017, which funds are crucial to maintain operations uninterrupted. The Debtor provided estimated cash flow, income and expenses for the time period between April 11, 2017, through May 31, 2017. As detailed in its cash flow projections, the Debtor will need to have $55,675 of these funds by April 18, 2017, and an additional $54,000 by May 1, 2017, or shortly thereafter. As such, the Debtor requests final authorization to use a total of $109,675 in cash collateral. Plains Commerce Bank holds a first prepetition security interest through an agricultural business blanket lien, a first prepetition security interest in the prepetition proceeds which the Debtor earns from its farming operation, and a first prepetition mortgage position on real estate used in the Debtor's operation. Accordingly, the Debtor proposes to grant Plains Commerce Bank replacement liens, excluding any lien on the 2017 crops, crop products and proceeds, crop insurances, and government program proceeds or payments, in the same form and priority it held prepetition and to the extent such collateral is used. Furthermore, the Debtor will grant Plains Commerce Bank the right to inspect the collateral, upon reasonable notice, and the Debtor agrees to keep the collateral insured and to maintain the collateral in its present condition, ordinary wear and tear accepted. The Debtor asserts that Plains Commerce Bank is also adequately protected based upon a large equity cushion on all assets, which Plains Commerce Bank is vastly oversecured by $3,000,000 with its position. A full-text copy of the Debtor's Motion, dated March 24, 2017, is available at https://is.gd/FBPUVf About Midwest Farm, L.L.C. Midwest Farm, L.L.C., is engaged in the business of grain farming and custom farming with facilities located in and around Aurora, South Dakota, and farms real estate located in Brookings County, South Dakota; Moody County, South Dakota; and Lincoln County, Minnesota. Each of Douglas Stein and Dana Stein owns a 50% membership interest in the Debtor. Midwest Farm, L.L.C., filed a Chapter 11 petition (Bankr. D. S.D. Case No. 17-40091) on March 24, 2017. The case is assigned to Judge Charles L. Nail, Jr. Gerry & Kulm Ask, Prof. LLC, is serving as bankruptcy counsel, with the engagement led by Laura L. Kulm Ask, Esq. At the time of filing, the Debtor had $9.69 million in total assets and $6.66 million in total liabilities. A meeting of creditors pursuant to 341(a) of the Bankruptcy Code has been set for April 25, 2017, at 2:00 p.m. at Suite 300, 314 S Main Ave, Sioux Falls. Proofs of claim are due on June 26, 2017. MINDEN AIR: Plan Filing Deadline Extended Through April 17 ---------------------------------------------------------- The Hon. Bruce T. Beesley of the U.S. Bankruptcy Court for the District of Nevada extended Minden Air Corp.'s exclusive periods for filing a plan of reorganization and obtaining confirmation of the plan to April 17, 2017, and June 16, 2017, respectively. The Troubled Company Reporter previously reported that the Debtor needs additional time to prepare adequate information and formulate a plan of reorganization. The Debtor also said that its principals have just closed escrow on the sale of their home and paid off one of the Debtor's secured creditors. As such, the Debtor needs time to negotiate further with its remaining creditors in order to formulate its plan. About Minden Air Corp. Minden Air Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 16-51033) on August 18, 2016. The petition was signed by Leonard K. Parker, president. The case is assigned to Judge Bruce T. Beesley. At the time of the filing, the Debtor disclosed $5.07 million in assets and $883,504 in liabilities. MOLINA HEALTHCARE: Moody's Affirms Ba3 Sr. Debt Rating, Outlook Neg ------------------------------------------------------------------- Moody's Investors Service has affirmed the Ba3 senior debt ratings of Molina Healthcare Inc.'s ratings (Molina's, NYSE: MOH) and the Baa3 insurance financial strength (IFS) ratings of six of Molina's regulated operating subsidiaries. In the same rating action, Moody's changed the outlook on the Molina and its affiliated entities to negative from stable, reflecting the potential for volatile results in the company's ACA marketplace business. The negative outlook also reflects Moody's views of potentially greater operational and execution risks at the company. The company recently announced a material weakness over financial reporting as of Dec. 31, 2016. RATINGS RATIONALE The negative outlook on Molina and its affiliates reflects Moody's views of potentially greater operational risks at the company, and to a lesser degree, increased uncertainty on the impact of future healthcare reform on the Medicaid Market. Molina's active pace of business acquisitions over the last two years places stress on internal controls, if not properly managed. The company has announced or executed ten acquisitions over the last two years (six in 2016), adding about 450 thousand medical members, representing over 10% of its current medical membership. Moody's believe the company is in a position to improve its marketplace profitability by using more conservative pricing assumption and/or exiting unprofitable business. That said, the drop in marketplace operating performance ($110 million pre-tax loss) required the company to obtain covenant waivers from lenders to avoid default (as of December 31) under its bank credit facility. The facilities were undrawn at year-end. Moody's also expects that the company will remediate its material weakness in a timely manner. Molina received a clean audit opinion on its 2016 10-K filing. Moody's affirmation of the Baa3 IFS ratings on Molina's operating subsidiaries and Ba3 senior debt rating of Molina reflects the company's multi-state presence and a growing non-regulated management information systems business. These strengths are offset by the company's concentration in the Medicaid market, acquisitive nature, low margins, and high level of financial leverage. Molina offers government sponsored health care products for low-income families and individuals, and to state agencies to assist them in their administration of the Medicaid program. At year-end 2016, Molina served approximately 4.2 million members. RATINGS DRIVERS Factors that could lead to an affirmation of the ratings with a stable outlook include: remediation of the material weakness and avoidance of significant operational disruptions; maintenance of stable earnings including marketplace results; consolidated risk-based capital (RBC) ratio of 140% company action level or better; Factors that could lead to ratings downgrade include: loss or impairment of a major Medicaid contract; consolidated risk-based capital (RBC) ratio below 130% company action level (CAL); and additional debt issuance raising financial leverage ratio above 55%. The following ratings were affirmed: Issuer: Molina Healthcare, Inc. -- Senior Unsecured Regular Bond/Debenture, Affirmed Ba3 Issuer: Molina Healthcare of California -- Insurance Financial Strength, Affirmed Baa3 Issuer: Molina Healthcare of Michigan, Inc -- Insurance Financial Strength, Affirmed Baa3 Issuer: Molina Healthcare of New Mexico, Inc -- Insurance Financial Strength, Affirmed Baa3 Issuer: Molina Healthcare of Ohio, Inc -- Insurance Financial Strength, Affirmed Baa3 Issuer: Molina Healthcare of Texas, Inc. -- Insurance Financial Strength, Affirmed Baa3 Issuer: Molina Healthcare of Washington Inc -- Insurance Financial Strength, Affirmed Baa3 The following actions were changed to Negative from Stable: Outlook Actions: Issuer: Molina Healthcare of California -- Outlook, Changed To Negative From Stable Issuer: Molina Healthcare of Michigan, Inc -- Outlook, Changed To Negative From Stable Issuer: Molina Healthcare of New Mexico, Inc -- Outlook, Changed To Negative From Stable Issuer: Molina Healthcare of Ohio, Inc -- Outlook, Changed To Negative From Stable Issuer: Molina Healthcare of Texas, Inc. -- Outlook, Changed To Negative From Stable Issuer: Molina Healthcare of Washington Inc -- Outlook, Changed To Negative From Stable Issuer: Molina Healthcare, Inc. -- Outlook, Changed To Negative From Stable Molina Healthcare, Inc. is headquartered in Long Beach, California. For the year ended 2016 total revenue (including investment income) was $17.8 billion and net income $52 million. Medical membership as of December 31, 2016 was approximately 4.2 million members. As of December 31, 2016 the company reported total equity of $1.6 billion. NAT'L ASSISTANCE BUREAU: Hires Dauble & Associates as Accountant ---------------------------------------------------------------- National Assistance Bureau, Inc. received approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire Dauble & Associates, P.C. The firm will provide accounting and financial advisory services to the Debtor related to its Chapter 11 case. Mary Ann Dauble, a certified public accountant, disclosed in a court filing that the firm and its members are "disinterested persons" as defined in section 101(14) of the Bankruptcy Code. Dauble & Associates can be reached through: Mary Ann Dauble Dauble & Associates, P.C. 555 Sun Valley Drive, Unit P-2 Roswell, GA 30076 About National Assistance Bureau National Assistance Bureau, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 15-69786) on October 13, 2015. The petition was signed by William R. Hill Sr., president. The Debtor is represented by Theodore N. Stapleton, Esq., at Theodore N. Stapleton, P.C. Lowenstein Sandler, LLP serves as its special counsel. The Debtor estimated assets of $1 million to $10 million and debts of $10 million to $50 million. NAT'L ASSISTANCE BUREAU: Seeks to Hire Holt Ney as Special Counsel ------------------------------------------------------------------ National Assistance Bureau, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire Holt Ney Zatcoff & Wasserman, LLP as special counsel. The Debtor tapped the firm to give legal advice on general corporate matters and the sale of its Porterfield facility. Holt Ney will charge an hourly rate of $510 to $520 for its services. Gregory Youra, Esq., disclosed in a court filing that he and other members of the firm do not represent any interest adverse to the Debtor or its bankruptcy estate, and that they are "disinterested persons" as defined in section 101(14) of the Bankruptcy Code. Holt Ney can be reached through: Gregory Youra, Esq. Holt Ney Zatcoff & Wasserman, LLP 100 Galleria Parkway, Suite 1800 Atlanta, GA 30339 Phone: (770) 956-9600 Fax: (770) 956-1490 About National Assistance Bureau National Assistance Bureau, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 15-69786) on October 13, 2015. The petition was signed by William R. Hill Sr., president. The Debtor is represented by Theodore N. Stapleton, Esq., at Theodore N. Stapleton, P.C. Lowenstein Sandler, LLP serves as its special counsel. The Debtor estimated assets of $1 million to $10 million and debts of $10 million to $50 million. NATIONAL MENTOR: Moody's Hikes Corporate Family Rating to B1 ------------------------------------------------------------ Moody's Investors Service upgraded National Mentor Holdings, Inc.'s Corporate Family Rating to B1 from B2 and Probability of Default rating to B1-PD from B2-PD. Moody's also affirmed the B1 ratings on the company's senior secured credit facilities and the SGL-2 speculative grade liquidity rating. The ratings outlook is stable. The upgrade of the CFR reflects steadily improving earnings, solid credit metrics and good cash flow. Moody's believes that modestly increasing reimbursement rates, the continued shift to small community based homes (like those operated by National Mentor) from state run institutions and acquisitions will continue to fuel growth. Moody's expects the company to maintain a disciplined acquisition strategy and reduce Moody's adjusted debt to EBITDA to around 4 times in the year ahead. In its release, Moody's noted the fact that, while National Mentor's CFR was upgraded to B1, its senior secured bank credit facilities were affirmed at B1. That is because over the recent past, the company's capital structure has evolved into one where first lien debt represents the preponderance of debt within the capital structure, with modest loss absorption provided by unsecured liabilities. Accordingly, the senior secured credit facilities remain at B1, and are now the same rating as the company's CFR. The following ratings of National Mentor Holdings, Inc. were upgraded: - Corporate Family Rating, upgraded to B1 from B2 - Probability of Default Rating, upgraded to B1-PD from B2-PD The following ratings were affirmed: - Senior Secured Revolving Credit Facility at B1 (LGD3) - Senior Secured Term Loan at B1 (LGD3) - Speculative Grade Liquidity at SGL-2 The outlook is stable. RATINGS RATIONALE The B1 Corporate Family Rating reflects the company's high business risk given its reliance on government payors and exposure to state budgets. Rising labor costs and moderately high geographic concentration also constrain the rating. However, the rating is supported by the company's position as one of the leading providers of residential services to individuals with intellectual and developmental disabilities (ID/DD) and catastrophic injuries. The company also has solid credit metrics and good cash flow. The stable rating outlook reflects Moody's expectation that the company will be able to effectively manage reimbursement pressures or other operating challenges, while preserving its solid operating performance. National Mentor would have to materially increase its scale and reduce its revenue concentration before Moody's would consider an upgrade. However, if the company is able to effectively manage its growth and reduce debt to EBITDA to around 3.5 times, the rating could be upgraded. The rating could be downgraded if National Mentor's operating performance deteriorates, liquidity deteriorates, or the company completes a large debt funded acquisition. Specifically, if Moody's expects debt to EBITDA to be sustained above 5.0 times, the rating could be downgraded. The principal methodology used in these ratings was that for the Business and Consumer Service Industry published in October 2016. National Mentor provides residential and other services to individuals with intellectual/developmental disabilities, persons with acquired brain or other catastrophic injuries, at-risk youth, and the elderly. The company is a wholly-owned subsidiary of Civitas Solutions, Inc. Revenues are around $1.4 billion. NEW ENGLAND MECHANICAL: Can Use Cash Collateral Until May 31 ------------------------------------------------------------ Judge Bruce A. Harwood of the U.S. Bankruptcy Court for the District of New Hampshire authorized New England Mechanical Coordination & Consulting, LLC, to use cash collateral through May 31, 2017. The Debtor is allowed to use and expend up to $75,000 in cash collateral to pay the costs and expenses which the Debtor anticipates to incur in the ordinary course of business to the extent provided for in the Budget during the period March 6, 2017, through May 31, 2017. The approved Budget shows total expenses in the aggregate sum of $451,890. Judge Harwood directed the Debtor to pay to PUB an adequate protection payment of $750 per month. He further directed the Debtor to pay to the IRS the monthly sum of $1,800 for the first 6 months, beginning on April 15, 2017. To the extent that cash collateral use continues for more than 6 months, the IRS adequate protection payment will be increased to $3,686 in October 2017. Latva Realty is directed to execute and deliver to PUD and the IRS a subordination agreement, which subordinates the security interests held by Latva Realty as security for the $50,000 revolving loan made to the Debtor pursuant to the terms of the Interim and Final Borrowing Orders entered by the Court. Each Record Lienholder is granted a replacement lien in, to and on the Debtor's postpetition property of the same kinds and types as the collateral in, to and on which it held valid and enforceable, perfected liens on the Petition Date. The replacement lien will maintain the same priority, validity, enforceability, perfection and value as the liens held by the IRD, PUB or any other Record Lienholder. The Debtor is required to file a further application for on-going usage of the cash collateral on or before May 17, 2017. Any objections to the application for further use of cash collateral must be filed on or before May 24, 2017. A hearing on the further motion for permission to use cash collateral will be held on May 31, 2017 at 1:30 p.m. A full-text copy of the Order, dated March 24, 2017, is available at https://is.gd/n0JNHp About New England Mechanical New England Mechanical Coordination & Consulting, LLC, d/b/a NEMC2 filed a Chapter 11 petition (Bankr. D.N.H. Case No. 17-10133) on Feb. 3, 2017. The petition was signed by Michael A. Zyla, member. The case is assigned to Judge Bruce A. Harwood. The Debtor is represented by William S. Gannon, Esq., at William S. Gannon PLLC. At the time of filing, the Debtor had $571,151 in total assets and $2.41 million in total liabilities. NEW JERSEY HEADWEAR: Plan Filing Deadline Moved Through June 14 --------------------------------------------------------------- Judge John K. Sherwood of the U.S. Bankruptcy Court for the District of New Jersey extended New Jersey Headwear Corp.'s exclusive periods for filing a plan of reorganization and soliciting acceptances to the plan to June 14, 2017, and August 13, 2017, respectively. The Troubled Company Reporter previously reported that the Debtor continues to manage and operate its business as Debtor-In-Possession, and currently operating at an annual sales level of $6,450,000 and is meeting budget for the 13 week period ending Feb. 10, 2017. About New Jersey Headwear New Jersey Headwear Corp. maintains its offices at 305 3rd Avenue West #5, NJ 07107. The Debtor manages and operates a manufacturing business producing headwear, tote bags and other textiles. New Jersey Headwear Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. N.J. Case No. 16-31777) on November 14, 2016. The petition was signed by Mitchell Cahn, president. The case is assigned to Judge Stacey L. Meisel. At the time of the filing, the Debtor estimated its assets and liabilities at $1 million to $10 million. The Debtor is represented by William S. Katchen, Esq. at the Law Offices of William S. Katchen, LLC. The Debtor employs Edward Bond, Esq. and Bederson, LLP as financial advisor. NMSC HOLDINGS: Moody's Lowers CFR to B3 on High Finc'l Leverage --------------------------------------------------------------- Moody's Investors Service downgraded the ratings of NMSC Holdings, Inc., including its Corporate Family Rating to B3 from B2 and its Probability of Default Rating to B3-PD from B2-PD. Moody's also downgraded NMSC's first lien credit facility ratings to B2 from B1. The ratings outlook is stable. NMSC is the parent company of North American Partners in Anesthesia. The downgrade of the CFR reflects weak operating performance and Moody's belief that NMSC will be unable to meaningfully reduce its adjusted debt to EBITDA, currently over 7.0 times, over the near-to-intermediate term. Moody's anticipates that NMSC will face near-term operational headwinds due to elevated bad debt expense and recent contract losses, which will limit earnings and cash flow growth. Ratings downgraded: NMSC Holdings, Inc. Corporate Family Rating to B3 from B2 Probability of Default Rating to B3-PD from B2-PD Senior secured first lien revolving credit facility expiring 2021 to B2 (LGD 3) from B1 (LGD 3) Senior secured first lien term loan due 2023 to B2 (LGD 3) from B1 (LGD 3) The outlook is stable. RATINGS RATIONALE The B3 CFR reflects the company's very high financial leverage, limited scale, and aggressive financial policies. The B3 CFR also reflects the company's high geographic concentration in the Northeast. The rating is supported by favorable market trends within healthcare services outsourcing and Moody's view that the company will maintain high customer retention in the years ahead. The stable outlook reflects Moody's expectation that NMSC will continue to operate with very high financial leverage and modestly positive free cash flow over the near-to-intermediate term. The ratings could be upgraded if NMSC is able to increase its scale while effectively managing its growth. A ratings upgrade would also require the company to address its revenue cycle management challenges and lower its adjusted debt to EBITDA to below 6.0 times. The ratings could be downgraded if NMSC experiences deterioration in operating performance or liquidity. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Headquartered in Melville, NY, NMSC Holdings, Inc. is a leading specialty anesthesia management company in the United States. The company partners with hospitals, ambulatory surgery centers and physician offices to provide anesthesia services and perioperative care. NMSC, which is owned by private equity sponsor American Securities, reported revenues of $419 million in the twelve months ended December 31, 2016. NORTHEAST ENERGY: Laurel Machinery Buying Deere 160D for $64K ------------------------------------------------------------- Northeast Energy Management, Inc., asks the U.S. Bankruptcy Court for the Western District of Pennsylvania to authorize the sale of E125 John Deere 160D excavator Serial No. 1FF160DXLBD05117 to Laurel Machinery for $64,000. The Debtor is the owner in fee simple of the Property. Among the Debtor's assets is its interest in the Property. S & T Bank is a secured creditor in this proceeding by virtue of a security interest in the Debtor's equipment and assets with an aggregate balance due as of the date of filing of $622,696. The Buyer is an independent bona fide purchaser for value. The Buyer has agreed to purchase the said excavator, subject to the approval of the Court, for the total purchase price $64,000. The Buyer is not related to the Seller and its offer on the Debtor's excavator is a fair market value offer for the respective property. The Debtor avers that the sales price is fair and reasonable and is in the best interests of all parties since the sale will generate funds for the secured creditor (S & T Bank) - $9,860) and the remainder for the Debtor's operations including its payment of its ongoing insurance premiums. Accordingly, the Debtor asks the Court enters an order authorizing the sale of the John Deere excavator to the Buyer upon the terms and conditions as described. The Debtor asks an expedited hearing on the matter for these reasons: a. The monthly premium is due on April 8, 2017 and it is not possible to schedule a hearing date before that time; b. It is necessary to have an expedited hearing to approve the financing agreement so that the insurance premiums can be paid; and c. The need for an expedited hearing has not been caused by any lack of due diligence by the Debtor or its counsel but has been brought on by the circumstances beyond its control. The Purchaser can be reached: LAUREL MACHINERY Jonnet Road, William Penn Highway Blairsville, PA 15717 About Northeast Energy Management Northeast Energy Management, Inc., based in Indiana, PA, filed a Chapter 11 petition (Bankr. W.D. Pa. Case No. 17-70032) on Jan. 16, 2017. The Hon. Jeffery A. Deller presides over the case. The petition was signed by Paul G. Ruddy, secretary. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. Michael J. Henny, Esq., at the Law Office of Michael J. Henny, serves as bankruptcy counsel. NORTHEAST ENERGY: WTC Buying Kenworth Wench Truck for $80K ---------------------------------------------------------- Northeast Energy Management, Inc., asks the U.S. Bankruptcy Court for the Western District of Pennsylvania to authorize the sale of 2012 Kenworth Wench Truck TT257 Serial No. 1NKW14OX9CJ99362 to WTC Trucking for $80,000. The Debtor is the owner in fee simple of the Property. Among the Debtor's assets is its interest in the Property. S & T Bank is a secured creditor in this proceeding by virtue of a security interest in the Debtor's equipment and assets with an aggregate balance due as of the date of filing of $622,696. The Buyer is an independent bona-fide purchaser for value. The Buyer has agreed to purchase the said equipment, subject to approval of the Court, for the total purchase price of $80,000. The Debtor avers that the sales price is fair and reasonable and is in the best interests of all parties since the sale will generate funds for the Debtor's operations including its payment of its ongoing insurance premiums. Accordingly, the Debtor asks that the Court enters an Order authorizing the sale of the Property to the Buyer upon the terms and conditions as described. The Debtor asks an expedited hearing on this matter for these reasons: a. The monthly premium is due on April 8, 2017, and it is not possible to schedule a hearing date before that time; b. It is necessary to have an expedited hearing to approve the financing agreement so that the insurance premiums can be paid; and c. The need for an expedited hearing has not been caused by any lack of due diligence by the Debtor or its counsel but has been brought on by the circumstances beyond its control. About Northeast Energy Management Northeast Energy Management, Inc., based in Indiana, PA, filed a Chapter 11 petition (Bankr. W.D. Pa. Case No. 17-70032) on Jan. 16, 2017. The Hon. Jeffery A. Deller presides over the case. The petition was signed by Paul G. Ruddy, secretary. Michael J. Henny, Esq., at the Law Office of Michael J. Henny, are serving as bankruptcy counsel. In its petition, the Debtor estimated $1 million to $10 million in assets and liabilities. NUMISMATIC SUBS: Plan Confirmation Hearing on May 2 --------------------------------------------------- Judge Catherine Peek McEwen of the U.S. Bankruptcy Court for the Middle District of Florida conditionally approved Numismatic Subs, LLC's disclosure statement in support of its plan of reorganization. The Court will conduct a hearing on confirmation of the Plan on May 2, 2017, at 10:30 a.m. Parties in interest shall submit their written ballot accepting or rejecting the Plan no later than eight days before the date of the Confirmation Hearing. Objections to confirmation shall be filed and served no later than seven days before the date of the Confirmation Hearing. About Numismatic Subs Numismatic Subs, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 16-04855) on June 3, 2016. The petition was signed by William T. Dougherty, Jr., managing member. The Debtor is represented by Daniel J. Herman, Esq., at Pecarek & Herman, Chartered. The Debtor estimated assets at $0 to $50,000 and liabilities at $500,001 to $1 million at the time of the filing. The Office of the U.S. Trustee disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Numismatic Subs, LLC. ORBCOMM INC: Moody's Assigns First-Time B2 Corporate Family Rating ------------------------------------------------------------------ Moody's Investors Service has assigned a first-time B2 corporate family rating ("CFR") and a B2-PD probability of default rating ("PDR") to ORBCOMM Inc. Moody's has also assigned a B2 (LGD3) rating to the company's proposed $250 million 7 year senior secured notes. Additionally, Moody's has assigned Orbcomm an SGL-1 speculative grade liquidity rating, indicating very good liquidity. The proceeds from the notes will be used to refinance existing indebtedness and for general corporate purposes, including acquisitions. Actions taken for ORBCOMM Inc.: Assignments: -- Probability of Default Rating, Assigned B2-PD -- Speculative Grade Liquidity Rating, Assigned SGL-1 -- Corporate Family Rating, Assigned B2 -- Senior Secured Regular Bond/Debenture, Assigned B2 (LGD 3) Outlook Actions: -- Outlook, Assigned Stable RATINGS RATIONALE The B2 CFR reflects Orbcomm's entrenched global presence across multiple vertical markets in the large and growing industrial Internet of Things and Machine-to-Machine remote connectivity industry. By adopting an agnostic approach to network connectivity and utilizing both its own satellite constellation and resold third party satellite and terrestrial cellular networks, Orbcomm is able to focus on delivering full turn-key and tailored services, hardware and applications solutions to a diverse customer set within multiple industries, including the transportation, heavy equipment and maritime industries, among others. The company's scale-based cost advantages across both owned and resold networks help solidify customer relationships through competitive price points on approximately 1.7 million subscriber units, resulting in stable, recurring revenue with relatively low churn, aided to some degree by service contracts. Further, switching costs are very high due to significant upfront customer communications hardware investments, either through purchases of Orbcomm-designed and contract-manufactured products or customer-sourced products from third parties. The rating also incorporates Orbcomm's strong liquidity position, solid margins and free cash flow generation, a seasoned and proven management team, and a history of successfully integrating acquisitions. These strengths are offset by the company's small scale and peak leverage (Moody's adjusted) of 5.6x pro-forma reflecting the transaction for the twelve months ending March 31, 2017. The potential for new technologies and new entrants to challenge Orbcomm's market positions remains a longer term risk. Moody's expects Orbcomm to have leverage (Moody's adjusted) of around 5.4x at year end 2017 and to generate about $10 million of free cash flow. Moody's expectations for above-average revenue growth and margin expansion supports leverage (Moody's adjusted) declining to 5x by year end 2018. Moody's expects Orbcomm will generate about $15 million of free cash flow in 2018 due to a continued lessening of capital intensity. Moody's expects Orbcomm to have very good liquidity over the next twelve months primarily supported by its large cash balance and free cash flow generation. As of December 31, 2016, Orbcomm had $25 million cash on hand and pro-forma for this transaction approximately $93 million of cash will be added to the balance sheet. Moody's expects the company to spend the bulk of these cash holdings on acquisitions and capex over the next several years. Moody's forecasts organic capital spending will be about 10% of revenues for FYE2017. The company will also have an undrawn $10 million revolver at transaction close. The ratings for debt instruments reflect both the probability of default of Orbcomm, to which Moody's assigns a PDR of B2-PD, and individual loss given default assessments. The senior secured notes are rated B2 (LGD3) in line with the CFR. The secured notes and the revolver have a first priority lien on substantially all tangible and intangible assets subject to a 65% limit with respect to the equity interests of any foreign subsidiary and certain specified exclusions. The stable outlook for Orbcomm reflects Moody's expectations for continued and solid organic revenue growth while leverage (Moody's adjusted) is on track to be at or below 5x by FYE2018. The outlook also incorporates recurring revenue stability and customer churn in line with historically low levels. The B2 rating could be upgraded if Orbcomm materially increases its scale, leverage (Moody's adjusted) is sustained below 4x, and if free cash flow is at least 10% of Moody's adjusted debt. The rating could be downgraded if liquidity deteriorates or if leverage (Moody's adjusted) is not on track to be at or below 5x by FYE2018. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. With headquarters in Rochelle Park, New Jersey, Orbcomm is a global provider of Machine-to-Machine and Internet of Things solutions, including network connectivity, device management and web reporting applications. During the last twelve months ended December 31, 2016, Orbcomm generated $187 million in revenue. ORBCOMM INC: S&P Assigns 'B' Corp. Credit Rating; Outlook Stable ---------------------------------------------------------------- S&P Global Ratings said it assigned its 'B' corporate credit rating to Rochelle Park, N.J.-based ORBCOMM Inc. The outlook is stable. ORBCOMM plans to issue $250 million of senior secured notes to refinance its existing secured credit facilities and add cash to the balance sheet for general corporate purposes, which could include acquisitions. In addition, the company is considering obtaining a $15 million senior secured revolving credit facility. At the same time, S&P assigned a 'B' issue-level rating and '3' recovery rating to the company's proposed $250 million senior secured notes due 2024. The '3' recovery rating indicates S&P's expectation for meaningful (50%-70%; rounded estimate: 50%) recovery for lenders in the event of a payment default. "The rating on ORBCOMM primarily reflects its limited size, operations in a fairly narrow telecommunications niche, some degree of revenue concentration with its top customers, and the fragmented and competitive nature of the IoT market," said S&P Global Ratings credit analyst Rose Askinazi. These factors are somewhat offset by the company's comprehensive product portfolio, good revenue visibility provided by an installed base with multi-year contracts, and solid market share in providing machine-to-machine (M2M) solutions, which is a growing subset of IoT. S&P expects pro forma adjusted leverage in the mid-6x area will decline to the mid-5x area in 2017, benefiting from organic EBITDA growth and potential modest acquisitions, and that free operating cash flow (FOCF) will be positive. The stable outlook reflects S&P's expectation that pro forma adjusted leverage in the mid-6x area will decline to the mid-5x area in 2017, benefiting from organic EBITDA growth from healthy demand for IoT solutions and potential tuck-in acquisitions. OUTER HARBOR: K-Line's Claim Could Change Unsecureds' Recoveries ---------------------------------------------------------------- Outer Harbor Terminal, LLC, filed with the U.S. Bankruptcy Court for the District of Delaware its first amended combined Chapter 11 plan of liquidation and disclosure statement dated March 24, 2017. This amended liquidation plan asserts that prior to the Petition Date, in the ordinary course of business, certain of the Debtor's Affiliates provided, among other things, the following services to the Debtor to help support and manage the Debtor's operations: (i) vessel planning services, including managing the scheduling of vessels entering and leaving the Port and working with shippers to determine the complex sequencing of container loading and unloading to maximize efficiency and minimize cost; (ii) information technology services, including internet services, security services, infrastructure, financial applications, and terminal operating system services; (iii) financial and accounting services, including transaction processing including billing and collections, procurements, and audit functions, and (iv) general administrative services, including various support systems and initiatives. Also, on April 4, 2016, K-Line filed a proof of claim against the Estate for alleged breach of a Stevedore and Marine Terminal Services Agreement. The Debtor filed an objection to the proof of claim, arguing that it had terminated the Stevedore and Marine Terminal Services Agreement in accordance with its terms, and that K-Line was not entitled to damages. On Jan. 12, 2017, the Bankruptcy Court held an evidentiary hearing with respect to the Debtor's objection to the proof of claim filed by K-Line. On Feb. 21, 2017, the Bankruptcy Court issued a memorandum opinion finding that the Debtor had not terminated the Stevedore and Marine Terminal Services Agreement and directing the parties to schedule further proceedings to resolve their dispute. On March 7, 2017, the Debtor filed the Motion for Reconsideration. The Motion for Reconsideration is currently pending before the Bankruptcy Court and is scheduled to be heard on April 18, 2017. On Feb. 28, 2017, K-Line filed the K-Line Administrative Expense Motion seeking allowance of an administrative expense claim in an amount to be determined. K-Line did not set an objection deadline with respect to the K-Line Administrative Expense Motion, but the Debtor intends to dispute the K-Line Administrative Expense Motion. The final outcome of the Debtor's objection to the Claim filed by K-Line and the K-Line Administrative Expense Motion will impact the estimated recoveries to Holders of Allowed Claims. Because of the size of K-Line's asserted claim, if the Court assesses damages in the amount asserted by K-Line, the recoveries for Holders of Allowed Claims will be smaller than if the Court assesses damages in a lower amount. The Debtor estimates that the difference in the Distribution to Holders of General Unsecured Claims will vary by up to seven 7 cents on the dollar depending on the final amount of the K-Line Claim. Moreover, if K-Line prevails on the K-Line Administrative Expense Motion, the Holders of General Unsecured Claims may not receive any Distribution pursuant to the Combined Plan and Disclosure Statement. The Amended Disclosure Statement is available at: http://bankrupt.com/misc/deb16-10283-597.pdf About Outer Harbor Terminal Outer Harbor Terminal, LLC -- aka Ports America Outer Terminal, LLC, PAOH, and PAOHT -- is an Oakland, California-based port operator. It is a joint venture between Ports America and Terminal Investment Ltd. Outer Harbor is winding down operations. Ports America is leaving Oakland to concentrate its investments in other terminals that the company operates in Tacoma, Los Angeles-Long Beach, New York-New Jersey and Baltimore. Oakland, California-based port operator Outer Harbor Terminal, LLC filed for Chapter 11 protection (Bankr. D. Del. Case No. 16-10283) on Feb. 1, 2016. The petition was signed by Heather Stack, chief financial officer. The case is assigned to Judge Laurie Selber Silverstein. The Debtor disclosed $103 million in assets and $370 million in debt. Milbank, Tweed, Hadley & Mccloy LLP is the Debtor's general counsel. Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., serves as its Delaware counsel. Prime Clerk LLC is the claims and noticing agent. OUTER HARBOR: Wants Plan Filing Date Extended Until June 26 ----------------------------------------------------------- Outer Harbor Terminal, LLC, asks the U.S. Bankruptcy Court for the District of Delaware to extend the period by which the Debtor has exclusive right to file a Chapter 11 plan through and including June 26, 2016, and the period during which the Debtor has the exclusive right to solicit acceptances of the plan through and including August 24, 2017. The Debtor commenced the Bankruptcy Case primarily with the goal of implementing an orderly and efficient wind down of its business and liquidation of its assets while maximizing value that would inure to its creditors in the process. The Debtor tells the Court that it has been able to finance the wind down during this Bankruptcy Case using solely its cash on hand and revenues generated from customer receivables and asset sales, efficiently winding down the Debtor's estate. Because the Debtor's wind down is substantially complete, the Debtor and its advisors are now primarily focused on completing the claims reconciliation process and formulating and proposing a plan of liquidation for the benefit of its creditors. The Debtor has settled the majority of the claim objections that it filed and is addressing the remaining claim related issues raised by the one creditor, Kawasaki Kisen Kaisha, Ltd. (K-Line), with which it has not fully settled all outstanding issues. The Debtor is thus seeking an extension of the exclusive periods in order to allow it to finalize and resolve its dispute with K-Line and complete its plan of liquidation process. The extensions of the exclusive periods requested, which the Debtor submits are reasonable under the circumstances, will allow the Debtor to continue such plan-related efforts without the distraction of dealing with any competing plans filed and, accordingly, are in the best interest of the Debtor's estate and creditors. The Debtor also contends that the size and complexity of their business, assets, and employee relationships have necessitated significant effort by the Debtor's management, employees, and advisors since the Petition Date. Transitioning and winding down business operations through the stages of chapter 11 is a major undertaking requiring significant management attention, and the Debtor has done so while seeking to maximize the value of its assets for the benefit of its stakeholders. The Debtor submits that this factor weighs in favor of the extension of the exclusive periods requested. A hearing will be held on April 18, 2017, to consider approval of the Debtor's request, and any objections to the Debtor's request must be filed by April 10, 2017, at 4:00 p.m. (prevailing Eastern Time). About Outer Harbor Terminal Outer Harbor Terminal, LLC -- aka Ports America Outer Terminal, LLC, PAOH, and PAOHT -- is an Oakland, California-based port operator. It is a joint venture between Ports America and Terminal Investment Ltd. Outer Harbor is winding down operations. Ports America is leaving Oakland to concentrate its investments in other terminals that the company operates in Tacoma, Los Angeles-Long Beach, New York-New Jersey and Baltimore. Oakland, California-based port operator Outer Harbor Terminal, LLC filed for Chapter 11 protection (Bankr. D. Del. Case No. 16-10283) on Feb. 1, 2016. The petition was signed by Heather Stack, chief financial officer. The Hon. Laurie Selber Silverstein is the case judge. The Debtor scheduled $103 million in assets and $370 million in debt. Milbank, Tweed, Hadley & Mccloy LLP is the Debtor's general counsel. Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., serves as its Delaware counsel. Prime Clerk LLC is the claims and noticing agent. P10 INDUSTRIES: Hires Eric Terry as Counsel ------------------------------------------- P10 Industries, Inc. seeks authorization from the U.S. Bankruptcy Court for the Western District of Texas to employ Eric Terry Law, PLLC as counsel, effective March 22, 2017. The Debtor requires the law firm to: (a) provide legal advice with respect to the Debtor's powers and duties as debtor in possession in the continued operation of its business, management of its properties and the sale of its assets; (b) prepare and pursue relief associated with maximizing the value of the assets of the Debtor's estate, whether via a sale of all assets or through confirmation of a plan after approval of a disclosure statement; (c) prepare on behalf of the Debtor necessary applications, motions, answers, orders, reports and other legal papers seeking relief that, in the Debtor's business judgment, is necessary and proper; (d) appear in Court to protect the interests of the Debtor before the Court; and (e) perform all other legal services for the Debtor that may be necessary and proper in these proceedings consistent with the Debtor's status in Chapter 11. Eric Terry agreed to a reduction from his standard rate of $425 per hour to a rate of $350 per hour for this engagement. The law firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Eric Terry, sole attorney of the law firm, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. The law firm can be reached at: Eric Terry, Esq. ERIC TERRY LAW PLLC 4040 Broadway, Ste. 350 San Antonio, TX 78209 Tel: (210) 468-8274 Fax: (210) 310-5447 About P10 Industries Inc P10 Industries (OTCMKTS: PIOI) is a public company aimed at monetizing highly valued intellectual property assets and acquiring profitable businesses in the commercial and industrial markets to generate profit and positive cash flows, ultimately creating long-term stockholder value. P10 was founded on Nov. 19, 2016, following completion of an asset acquisition of Active Power, Inc., by Piller Power Systems, Inc., a subsidiary of Langley Holdings PLC. Active Power rebranded and changed its name to P10 Industries pursuant to the terms of the acquisition agreement. P10 Industries, Inc. fka Active Power, Inc., based in Austin, Tex., filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 17-50635) on March 22, 2017. The Hon. Craig A. Gargotta presides over the case. Eric Terry, Esq., at Eric Terry Law PLLC, serves as bankruptcy counsel. Reiter, Brunel & Dunn, PLLC serves as the Debtor's corporate counsel. In its petition, the Debtor declared $4.93 million in total assets and $6.97 million in total liabilities. The petition was signed by Jay Powers, CFO. A list of the Debtor's 16 largest unsecured creditors is available for free at http://bankrupt.com/misc/txwb17-50635.pdf P10 INDUSTRIES: To Pay Unsecured Creditors in Full -------------------------------------------------- P10 Industries, Inc., filed with the U.S. Bankruptcy Court for the Western District of Texas a disclosure statement dated March 22, 2017, referring to the Debtor's prepackaged plan of reorganization. The Prepackaged Plan effectuates the terms of two Restructuring Support Agreements that will allow the Reorganized Debtor (i) to obtain an investment of $4,654,750 million, which will allow the Reorganized Debtor to monetize the Reorganized Debtor's patents, make profitable acquisitions, run the Debtor's business and fund necessary capital expenditures all to maximize shareholder return (ii) eliminate significant lease and other liabilities (iii) pay all Administrative, Secured, Priority and General Unsecured Claims in full; and (iv) allow equity to retain its interests. On September 29, 2016, the Debtor entered into an Asset Purchase Agreement with Langley Holdings plc, a United Kingdom public limited company, and Piller USA, Inc. (now Piller Power Systems, Inc.). On November 19, 2016, the Debtor completed the sale of substantially all of its assets and operations to Langley. Pursuant to the terms of the purchase agreement, after the closing of the disposition of the Debtor's assets, the Debtor retained approximately $1.6 million in cash, which equaled the amount by which the value of the acquired assets exceeded the assumed liabilities on the Debtor's balance sheet by more than $5 million at closing. The Debtor also retained certain intellectual property rights related to certain of patents. Following the sale of its assets to Langley, the Debtor changed its name from Active Power, Inc. to P10 Industries, Inc All of the classes of claims are unimpaired by the Plan. There are no impaired classes. Class 4 Allowed General Unsecured Claims will receive (i) cash equal to the unpaid portion of the Allowed General Unsecured Claim or (ii) reinstatement of the legal, equitable, and contractual rights of the holder of the Allowed General Unsecured Claim; or (b) the other treatment as may be agreed to by the Debtor and the holder of the Allowed General Unsecured Claim in writing. All cash necessary for the Reorganized Debtor to make distributions under the Prepackaged Plan will be obtained from the Debtor's existing cash balances, the SPA Purchase Consideration, or the liquidation of property of the Estate. The Disclosure Statement is available at: http://bankrupt.com/misc/txwb17-50635-7.pdf About P10 Industries Headquartered in Austin, Texas, P10 Industries, Inc. fka Active Power, Inc. -- http://www.activepower.com-- (OTCMKTS: PIOI) is a public company aimed at monetizing highly valued intellectual property assets and acquiring profitable businesses in the commercial and industrial markets to generate profit and positive cash flows, ultimately creating long-term stockholder value. P10 was founded on Nov. 19, 2016, following completion of an asset acquisition of Active Power, Inc., by Piller Power Systems, Inc., a subsidiary of Langley Holdings PLC. Active Power rebranded and changed its name to P10 Industries pursuant to the terms of the acquisition agreement. The Company is now considered a shell company, as defined in Rule 12b-2 of the Exchange Act. Being a shell company means that it has no or nominal operations, its assets solely consist of cash and nominal other assets, and its business will be primarily to monetize its retained intellectual property and to make acquisitions of profitable operating companies to create positive cash flow, which it believes will ultimately result in increasing the value of our company in the future. In connection with the asset sale to Langley, the Company notified The NASDAQ Stock Market, or NASDAQ, on Nov. 21, 2016, that, upon the closing under the purchase agreement, the Company had disposed of substantially all of its assets, and had no significant continuing operations. On Dec. 1, 2016, the Company filed with the SEC a Notification of Removal from Listing and Registration under Section 12(b) of the Exchange Act on Form 25 to delist the shares of its common stock from NASDAQ and the deregistration of its common stock under Section 12(b) of the Exchange Act. On that day, the Company's common stock was suspended on NASDAQ and, since that date, its common stock has been traded solely on the OTC Pink Market operated by OTC Markets Group. On Jan. 15, 2017, the Company filed with the SEC a Certification and Notice of Termination of Registration under Section 12(g) of the Exchange Act on Form 15. P10 Industries reported a net loss of $15.86 million on $0 of revenue for the year ended Dec. 31, 2016, compared to a net loss of $6.45 million on $0 of revenue for the year ended Dec. 31, 2015. The Company's accountants, PMB Helin Donovan, LLP, in Austin, Texas, have expressed substantial doubt about its ability to continue as a going concern as a result of the Company's history of net operating losses, and continuing obligations under its operating lease. The Company's ability to achieve and maintain profitability and positive cash flow is dependent upon its ability to successfully obtain financing to acquire profitable business operations and revenue that can generate cash flow to meet operating requirements. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. W.D. Tex. Case No. 17-50635) on March 22, 2017, listing $4.93 million in total assets and $6.97 million in total liabilities. The petition was signed by Jay Powers, CFO. Judge Craig A. Gargotta presides over the case. Eric Terry, Esq., at Eric Terry Law, PLLC, serves as the Debtor's bankruptcy counsel. Reiter, Brunel & Dunn, PLLC, is the Debtor's corporate counsel. PEABODY ENERGY: S&P Gives Prelim B+ CCR on Bankr. Plan Confirmation ------------------------------------------------------------------- S&P Global Ratings said it assigned its preliminary 'B+' corporate credit rating to St. Louis, Mo.-based Peabody Energy Corp. The outlook is stable. At the same time, S&P assigned its preliminary 'B+' issue-level rating to the company's senior secured debt, including a $950 million term loan due 2022, $500 million 6% senior secured notes due 2022, and $500 million 6.375% senior secured notes due 2025. S&P also assigned a preliminary '3' recovery rating to the senior secured debt, indicating meaningful (50%-70%, rounded estimate: 65%) recovery in the event of a default. Peabody Securities Finance Corp. is the borrower of the secured notes. Peabody Energy has received an order confirming its reorganization plan and expects to emerge from bankruptcy in early April. Peabody has obtained a $950 million first-lien term loan due 2022. The company has also issued $1 billion of senior secured notes, with $500 million due in 2022 and $500 million due in 2025. The company will use the proceeds primarily to repay first-lien and second-lien prepetition debt. Peabody Securities Finance Corp. is the borrower of the secured notes. "The stable outlook is based on our assumption that although metallurgical coal prices are falling from elevated levels, they will not fall far below $120/ton for 2017," said S&P Global Ratings credit analyst Chiza Vizza. "We anticipate that Peabody's new capital structure, which is considerably less expensive to service, along with excess cash flow sweep requirements, will lead to adjusted leverage close to 3x over the next year--in line with the current rating." S&P expects to finalize the preliminary ratings after the company emerges from bankruptcy. S&P could assign a lower rating if it expected leverage to approach 4x. S&P views this as unlikely in the short term unless Peabody were to make additional changes to its proposed capital structure. S&P believes an upgrade is unlikely within the next year. However, S&P could raise the rating if it expected the coal operating environment to be more stable and therefore less likely to cause variability in operating results and credit measures, particularly if Peabody builds a track record of successful operations, including maintaining adjusted leverage below 3x. PEABODY ENERGY: Taps Baker & McKenzie as Special Counsel -------------------------------------------------------- Peabody Energy Corp. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Missouri to hire Baker & McKenzie LLP as special counsel. The firm will provide legal services to Peabody and its affiliates for specific matters including domestic and international commercial matters, environmental claims, and tax regulatory matters. The hourly rates charged by the firm range from $370 to $1,200 for partners, $330 to $860 for other attorneys, and $80 to $350 for paralegals and project assistants. John Watson, Esq., a partner at Baker McKenzie, disclosed in a court filing that his firm does not represent or hold any interest adverse to the Debtors or their bankruptcy estates. The firm can be reached through: John W. Watson, Esq. Baker & McKenzie LLP 300 East Randolph Street, Suite 5000 Chicago, IL 60601 About Peabody Energy Corporation Headquartered in St. Louis, Missouri, Peabody Energy Corporation claims to be the world's largest private-sector coal company. As of Dec. 31, 2014, the Company owned interests in 26 active coal mining operations located in the United States (U.S.) and Australia. The Company has a majority interest in 25 of those mining operations and a 50% equity interest in the Middlemount Mine in Australia. In addition to its mining operations, the Company markets and brokers coal from other coal producers, both as principal and agent, and trade coal and freight-related contracts through trading and business offices in Australia, China, Germany, India, Indonesia, Singapore, the United Kingdom And the U.S. Peabody posted a net loss of $1.988 billion for 2015, wider from the net loss of $777 million in 2014 and the $513 million net loss in 2013. At Dec. 31, 2015, the Company had total assets of $11.02 billion against $10.1 billion in total liabilities, and stockholders' equity of $919 million. On April 13, 2016, Peabody Energy Corp. and 153 affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code. The 154 cases are jointly administered before the Honorable Judge Barry S. Schermer under (Bankr. E.D. Mo. Case No. 16-42529). As of the Petition Date, PEC has approximately $4.3 billion in outstanding secured debt obligations and $4.5 billion in outstanding unsecured debt obligations. The Debtors tapped Jones Day as general counsel; Armstrong, Teasdale LLP as local counsel; Lazard Freres & Co. LLC and investment banker Lazard PTY Limited as investment banker; FTI Consulting, Inc., as financial advisors; and Kurtzman Carson Consultants, LLC, as claims, ballot and noticing agent. The Office of the U.S. Trustee on April 29, 2016, appointed seven creditors of Peabody Energy Corp. to serve on the official committee of unsecured creditors. The Committee retained Morrison & Foerster LLP as counsel, Spencer Fane LLP as local counsel, Curtis, Mallet-Prevost, Colt & Mosle LLP as conflicts counsel, Blackacre LLC as its independent expert, and Berkeley Research Group, LLC, as financial advisor. PERRY ELLIS: S&P Raises CCR to 'B+'; Outlook Stable --------------------------------------------------- S&P Global Ratings raised its corporate credit rating on Miami-based Perry Ellis International Inc. (PEI) to 'B+' from 'B'. The outlook is stable. In addition, S&P raised its issue-level rating on the company's $150 million (currently about $50 million outstanding) senior subordinated notes to 'B+' from 'B'. The recovery rating on this debt instrument remains '3', which indicates S&P's expectation for lenders to receive meaningful (50%-70%; rounded estimate: 50%) recovery in the event of a payment default. "The upgrade reflects our expectations that PEI will continue to strengthen its profitability and credit measures over the next year, including improving debt leverage toward 3x over the next year, from our 3.3x estimate for fiscal 2017 (ended Jan. 28, 2017)," said S&P Global Ratings credit analyst Mariola Borysiak. In addition, S&P believes the company's financial policies with respect to shareholder returns, divestitures, and acquisitions will support its forecast credit measures. Despite the weak retail environment and foreign currency headwinds, which continued to slow the company's top-line growth, PEI kept its EBITDA margin relatively flat at slightly over 8% at the end of fiscal 2017. The company completed rationalization of its brand portfolio by exiting over 30 lower-margin brands and closed some underperforming stores. In addition, it significantly improved its inventory position, allowing it to enhance its gross margin profile by nearly 150 basis points year over year. S&P believes the company is better positioned to drive profitable sales and stronger margins during fiscal 2018. S&P expects PEI will continue to strengthen its core brands by increasing focus on digital and e-commerce growth, expanding its specialty store distribution network, benefiting from new licensing agreements, and enhancing its international presence. S&P has factored into the rating PEI's lack of product diversity and vulnerability to fashion and economic cycle. The company generates the majority of its sales from men's sportswear, swimwear, and accessories, and its geographic diversity is limited (87% of its revenues come from the U.S.). In addition, the company's performance could be vulnerable to economic and fashion cycles. Its sales and margins are dependent on consumers' willingness to spend and its ability to produce on-trend products. A fashion miss can result in significantly lower margins as it will need to take steep discounts on its merchandise to clear inventory. PEI has relatively small size within the apparel sector as it competes with larger companies, such as PVH Corp. and VF Corp. that have more product and geographic diversity. Moreover, they have better brand awareness, significantly stronger margins nearing 20%, and greater financial wherewithal to market their products. S&P's performance forecast for PEI incorporates these assumptions: -- U.S. real GDP grows by around 2.4% in 2017 and 2.3% in 2018, while the unemployment rate declines to 4.6% in 2017 and 4.5% in 2018. -- Revenue growth in the low-single-digit percentage area in each of the next two fiscal years, reflecting S&P's view that the difficult retail environment, increasingly competitive apparel sector, and PEI's mature brands will hinder its efforts to drive meaningful top-line gains. Moreover, although the company completed rationalization of its brands, S&P believes it could continue to dispose of less profitable assets to focus on faster and more profitable growth. -- EBITDA margin expanding toward 9% at the end of fiscal 2018 and slightly over 9% at the end of fiscal 2019, from S&P's estimated 8.2% at the end of 2017, as the company benefits from growth in stronger-margin core brands, a lean inventory position, cost saving, and supply chain efficiencies. -- Capital expenditures (capex) of about $15 million- $16 million in each of the next two forecast years to support digital growth and prudent opening of new stores. -- Free operating cash flows (FOCF) of about $30 million in each of the next two years. -- No acquisitions and dividends, however S&P expects modest levels of share buybacks. Based on these assumptions, S&P forecasts debt to EBITDA will improve toward 3x during fiscal 2018 from our estimated 3.3x as of Jan. 28, 2017. In addition, S&P forecasts EBITDA to interest coverage will strengthen toward the high-4x area at the end of 2018 and above 5x one year later. Although these measures are relatively strong for our current rating, S&P has factored in the volatility of PEI's profitability, given its exposure to a cyclical retail environment. That could result in meaningfully weaker cash flow generation and higher debt leverage as evidenced by significant profit erosion during 2014, which resulted in debt leverage increasing toward the high-5x area. The stable outlook reflects S&P's belief that PEI will continue to demonstrate modest performance gains during 2018, despite a challenging retail environment, as it benefits from growth in its core brands and remains focused on international expansion and strengthening distribution through e-commerce partners. In addition, S&P expects the company's financial policies in regard to shareholder returns, divestitures, and acquisitions will support S&P's forecast credit measures with debt leverage remaining below 4x. S&P could lower the ratings if debt leverage increases to well above 4.5x on sustained basis due to weaker sales and margins that lead to profit erosion. Such weaker performance could stem from an increasingly competitive environment, a weak retail environment, or product misses. In addition, S&P could also lower the rating if the company pursues a more aggressive shareholder returns policy or acquisition strategy such that it issues debt and leverage increases to the indicated threshold. A higher rating is unlikely over the next year given the company's limited geographic and product diversification and the inherent volatility of its profits. However, a higher rating could be considered over the longer term if the company strengthens its industry position, further expands geographically, and diversifies its product offering such that S&P believes its profitability is less volatile. In addition, S&P would expect the company to at least maintain its existing credit metrics. PLASKOLITE LLC: Raise in MMA Prices No Impact on Moody's B2 CFR --------------------------------------------------------------- Moody's Investors Service said Plaskolite LLC's ratings (B2 stable) remain well-positioned despite a recent increase in methylmethacrylate ("MMA") prices during the first quarter of 2017. Headquartered in Columbus, Ohio, Plaskolite LLC manufactures acrylic and other plastic products sold into construction, retail, and other industrial end markets. Products include consumer displays, kitchen and bath, lighting, museum glass, signs, and windows/doors. The company operates manufacturing facilities in Ohio, Mississippi, Texas, California, and Monterrey, Mexico and has a distribution center in the Netherlands. PLAYA HOTELS: S&P Assigns 'B' CCR; Outlook Stable ------------------------------------------------- S&P Global Ratings said it assigned its 'B' corporate credit rating to Fairfax, Va.-based Playa Hotels & Resorts N.V., the same as S&P's rating on its predecessor entity Playa Hotels & Resorts B.V. The outlook is stable. Playa Hotels plans to issue a new $100 million revolving credit facility and $530 million term loan to refinance its existing $50 million revolver and $375 million term loan (with $363 million currently outstanding) and to repay $115 million of its $475 million of senior unsecured notes. It will use additional cash for transaction fees and expenses, to pay the call premium on the notes, and to put cash on the balance sheet. S&P also assigned its 'BB-' issue level rating and '1' recovery rating to Playa's proposed senior secured credit facilities (issued by wholly owned subsidiary Playa Resorts Holding B.V.), including a $100 million revolving credit facility due 2022 and a $530 million term loan due 2024. The '1' recovery rating reflects S&P's expectation for very high (90%-100%; rounded estimate: 95%) recovery for lenders in the event of a payment default. Additionally, S&P lowered the issue-level rating on the senior unsecured notes due 2020 to 'B-' from 'B' and revised the recovery rating to '5' from '4' due to an increase in the estimated secured debt at default. The '5' recovery rating reflects S&P's expectation for modest (10%-30%; rounded estimate: 25%) recovery for lenders in the event of a payment default. "The 'B' corporate credit rating and stable outlook reflect our expectation for leverage at Playa to remain high, with total adjusted debt to EBITDA in the low-5x area through 2018, notwithstanding the redemption of all of its outstanding preferred stock with proceeds from its recent merger with Pace Holdings Corp., a special purpose acquisition company (SPAC) sponsored by an affiliate of TPG," said S&P Global Ratings credit analyst Daniel Pianki. "It is our understanding that the company intends to use excess cash flow to repay debt and temporarily reduce leverage in the near term; however, we believe it will prioritize development and acquisition spending given its recently announced goal to double the number of resorts in its system within the next five years. We believe this growth will come from organic development (such as the new Hyatt resort that it recently announced it plans to build in Cap Cana, Dominican Republic) as well as from acquisitions and third-party management contracts, which could require significant capital investment. As a result, we expect leverage to remain at or modestly above our 5x upgrade threshold over the intermediate term. Despite high leverage, we expect good EBITDA interest coverage, in the low-3x area through 2018," S&P said. The stable outlook reflects S&P's expectation for continued good operating performance, resulting in total adjusted debt to EBITDA in the low-5x area through 2018, and for EBITDA interest coverage above 3x. PRIUM COMPANIES: Unsecured Creditors to Recoup 1% Under Plan ------------------------------------------------------------ Prium Companies, LLC, filed with the U.S. Bankruptcy Court for the Western District of Washington dated March 22, 2017, referring to the Debtor's plan of reorganization. General unsecured claims comprise the only class of claims under the Plan and would receive a distribution of approximately 1% of their allowed claims, to be distributed as follows: (i) an initial distribution, the timing of which would be subject to the Plan Administrator's business judgment; (ii) if distributable funds remain once certain matters discussed below are resolved, a final distribution; and (iii) if the Debtor receives cash between the initial and final distributions, the Plan Administrator would determine whether to make additional interim distributions. The Plan Administrator may draw from estate funds to pay professionals, whose employment was approved by the Court prior to confirmation, for post-confirmation services without further order of the Court. The Disclosure Statement is available at: http://bankrupt.com/misc/wawb14-44512-500.pdf The Plan was filed by the Debtor's counsel: John R. Rizzardi, Esq. Christopher L. Young, Esq. CAIRNCROSS & HEMPELMANN, P.S. 524 Second Avenue, Suite 500 Seattle, WA 98104-2323 E-mail: jrizzardi@cairncross.com cyoung@cairncross.com About Prium Companies Headquartered in Tacoma, Washington, Prium Companies, LLC, filed for Chapter 11 bankruptcy protection (Bank. W.D. Wash. Case No. 14-44512) on Aug. 15, 2014, listing $7.04 million in total assets and $83.69 million in total liabilities. The petition was signed by Eric D. Orse, manager. Judge Paul B. Snyder presides over the case. Diana K. Carey, Esq., and Michael M Feinberg, Esq., at Karr Tuttle Campbell serves as the Debtor's bankruptcy counsel. PROAMPAC PG: Moody's Affirms B3 CFR Over $249MM Term Loan Add-on ---------------------------------------------------------------- Moody's Investors Service affirmed ProAmpac PG Borrower LLC's B3 Corporate Family Rating and B3-PD Probability of Default Rating following the company's announcement that it would add on $249 million to the Senior Secured Term Loan. Additional instrument ratings are detailed below. The proceeds of the add-on term loan will be used to finance the acquisition of a flexible plastic packaging manufacturer, pay off existing revolver debt and pay related fees and expenses. The transaction is expected to close in April 2017. The rating outlook is stable. Issuer: ProAmpac PG Borrower LLC Affirmations: -- Probability of Default Rating, Affirmed B3-PD -- Corporate Family Rating, Affirmed B3 -- $75 million Gtd Senior Secured First Lien Revolving Credit Facility due 2021, Affirmed B2 (LGD3) -- $1077 million (Including $249m add-on) Gtd Senior Secured \ First Lien Term Loan due 2023, Affirmed B2 (LGD3) -- $215 million Gtd Senior Secured Second Lien Term Loan due 2024, Affirmed Caa2 (LGD6) Outlook Actions: -- Outlook, Remains Stable RATINGS RATIONALE The affirmation of the B3 rating and stable outlook reflect the anticipated benefit of completed and in process synergies and various initiatives and management's pledge to direct all free cash flow to debt reduction over the next 24 months. The affirmation also reflects an expectation of adequate liquidity. Although the $75 million revolver is small for the company's pro forma revenue of approximately over $1 billion, the facility is expected to be undrawn at the close of the transaction with good covenant cushion and the company is expected to generate positive free cash flow. The B3 corporate family rating reflects high leverage, high percentage of commodity products and high percentage of non-contracted business. The rating also reflects the risks inherent in the fragmented and competitive industry in which the company operates and the integration risk for the recent acquisitions. Approximately 50% of the company's pro forma business is not under contract with raw material pass-through provisions. Additionally, average lags on the raw material cost pass-throughs are 90 days for the business that is contracted and costs other than raw materials are not passed through. The company has some exposure to cyclical end markets. Strengths in the combined company's competitive profile include a high percentage of sales in relatively more stable end markets, such as food and healthcare, long term relationships with customers and a continued focus on producing innovative products. The company has maintained long standing relationships with its customers, including well-known blue chip names. The prior acquisition of CEI provided meaningful exposure to the attractive pet food market and has limited customer overlap. The stable outlook reflects an expectation that ProAmpac will benefit from completed and in process synergies and various initiatives and all free cash flow will be directed to debt reduction over the next 24 months. The company will need to execute on its integration and operating plans as there is little room in its credit metrics for negative variance. The ratings could be upgraded if the company sustainably improves credit metrics within the context of a stable operating and competitive environment. An upgrade would also be dependent upon the maintenance of good liquidity, including an appropriately sized revolver, and conservative financial and acquisition policies. The ratings could be upgraded if adjusted total debt to EBITDA moves below 5.5 times, funds from operations to debt remains above 8.0%, and EBITDA to gross interest coverage increases to above 3.0 times. The rating could be downgraded if there is deterioration in the credit metrics, liquidity or the operating and competitive environment. Additional debt financed acquisitions, excessive acquisitions (regardless of financing) and/or a move to an aggressive financial profile could also prompt a downgrade. Specifically, the rating could be downgraded if total adjusted debt to EBITDA remains above 6.0 times, EBITDA to gross interest coverage declines below 2.0 times, and/or funds from operations to debt declines below 6.0%. The principal methodology used in these ratings was Packaging Manufacturers: Metal, Glass, and Plastic Containers published in September 2015. Headquartered in Cincinnati, Ohio, ProAmpac is a supplier of flexible plastic packaging products serving customers in the food, retail, healthcare and industrial end markets. In 2015, the company was formed through the combination of Prolamina, Ampac Packaging and Coating Excellence International ("CEI"). The company has 16 manufacturing facilities in the United States, which includes the 2 new facilities, 3 in Europe, 2 in Southeast Asia and 1 in Canada. Approximately 93% of pro forma sales are generated in North America and approximately 7% are generated internationally. Their primary raw materials are resin (PET, LDPE, HDPE, polypropylene), paper, foil, film and fabric. Pro forma net sales for the 12 months ended December 31, 2016 totaled approximately $1.1 billion. ProAmpac is a portfolio company of Pritzker Group. PROAMPAC PG: S&P Revises Outlook to Negative & Affirms 'B' CCR -------------------------------------------------------------- S&P Global Ratings said that it revised its outlook on ProAmpac PG Intermediate LLC to negative from stable and affirmed its 'B' corporate credit rating on the company. ProAmpac PG is planning to issue an incremental $249 million add-on to its existing $830 million first-lien term loan. Proceeds will be used to finance an acquisition of a flexible packaging manufacturer participating in the heavy duty lawn and garden market, pay related fees and expenses, and for general corporate purposes. At the same time, S&P affirmed its 'B' issue-level rating and '3' recovery rating on the company's first-lien facilities (which will now consist of a $75 million revolving credit facility and a $1.08 billion first lien term loan). The '3' recovery rating on this debt indicates S&P's expectation for meaningful (50%-70%; rounded estimate 55%) recovery for lenders in the event of a payment default. In addition, S&P affirmed its 'CCC+' issue-level rating and '6' recovery rating on the company's $215 million second-lien term loan, indicating S&P's expectation of negligible (0%-10%; rounded estimate: 0%) recovery in the event of a default. "The outlook revision reflects the potential that we may downgrade ProAmpac if it fails to improve operating performance and reduce debt such that adjusted debt to EBITDA remains above 6.5x, or if the company pursues additional debt-financed acquisitions that prevent it from deleveraging," said S&P Global Ratings credit analyst Steven Mcdonald. In November 2016, Pritzker Group Private Capital acquired the company, resulting in increased debt leverage (S&P estimates S&P adjusted leverage at the end of 2016 was in excess of 7.5x). This, along with the proposed debt-financed acquisition of a flexible packaging manufacturer participating in the heavy duty lawn and garden market, reflects very aggressive financial policies of its financial sponsor, which will further stretch its credit metrics. The negative outlook reflects the chance that S&P could lower the ratings during the next 12 months if the company's debt leverage does not improve towards appropriate levels. This could occur due to operational missteps, failure to achieve targeted synergies or if the company pursues additional debt funded acquisitions. S&P could lower the ratings on ProAmpac over the next 12 months if S&P expects debt leverage to remain well over 6.5x on a sustained basis. S&P could revise the outlook to stable, if over the next 12 months ProAmpac's credit metrics strengthen modestly over the next year, including leverage trending towards or below 6.5x and S&P believes the financial sponsor is committed to less aggressive financial policies and sustaining adjusted debt to EBITDA below 6.5x. PROGRESSIVE ACUTE: Allowed to Use Business First Cash Until May 19 ------------------------------------------------------------------ U.S. Bankruptcy Judge Robert Summerhays for the Western District of Louisiana authorized Progressive Acute Care, LLC, and its affiliated debtors to use any cash collateral which are subject to the liens and security interest of Business First Bank, through May 19, 2017. The Debtors are authorized to use cash collateral in accordance with its updated budget. The approved budget provides total disbursements of approximately $783,586 for the week ending March 24, 2017 through week ending May 19, 2017. Business First is granted perfected liens and security interests on the Debtors' postpetition properties of the kind and nature that Business First holds in the Debtors' prepetition property in the same priority as Business First held in the Debtors' prepetition property. The Debtors are directed to pay to Business First the sum of $100,000 from its receipt of the Full Medicaid Payments for the pre-sale periods of July 2016 and August 2016 under various managed care agreements. The automatic stay under Section 362 of the Bankruptcy Code is modified to permit Business First to offset against the Debtors' accounts maintained at Business First and apply the balances therein towards the $100,000 payment due. The Debtors' counsel is authorized and directed to pay any remaining balance of the $100,000 payment due from the funds that Debtors' counsel holds in trust for the Debtors. Business First is also granted an allowed super-priority administrative claim to the extent that the cash collateral used resulted in a diminution of the value of the cash collateral securing the claim of Business First. Such super-priority administrative claim will have priority in right of payment over any and all other obligations, liabilities and indebtedness of the Debtors, and over any and all administrative expenses or priority claims. The replacement liens and security interests granted to Business First will be subject and subordinate to payment of the following: (i) all fees required to be paid to the Clerk of the Court and to the U.S. Trustee under 28 U.S.C Section 1930(a) plus interest; (ii) all reasonable fees and expenses incurred by a patient care ombudsman, if required and if appointed under section 333 of the Bankruptcy Code in an aggregate amount not to exceed $10,000; (iii) all accrued and unpaid reasonable fees, disbursements, costs and expenses of professionals or professional firms retained by the Debtors or the Committee and accrued or incurred at any time before or on the date of a Termination Event; and, (iv) all accrued and unpaid reasonable fees, disbursements, costs and expenses of Professionals retained by the Debtors or the Committee and accrued or incurred after the date of the Notice of Event of Default in an amount not to exceed $75,000 in the aggregate, plus any Success Fee due to SOLIC. The final hearing to consider approval of the Debtor's Motion will be held before this Court on May 16, 2017 at 10:00 a.m. Any objections will be filed and served no later than May 9, 2017. A full-text copy of the Eighth Consent Order, dated March 24, 2017, is available at https://is.gd/YUxdYT A copy of the Debtor's Budget is available at https://is.gd/RroMMd About Progressive Acute Care Progressive Acute Care, LLC, Progressive Acute Care Avoyelles, LLC, Progressive Acute Care Oakdale, LLC, and Progressive Acute Care Winn, LLC filed Chapter 11 petitions (Bankr. W.D. La. Case Nos. 16-50740, 16-80584, 16-50742, and 16-50743, respectively) on May 31, 2016. The petitions were signed by Daniel Rissing, CEO. The cases are assigned to Judge Robert Summerhays. Steffes, Vingiello & McKenzie, LLC, is serving as bankruptcy counsel to the Debtors, with the engagement led by Barbara B. Parsons, Esq., Catherine Noel Steffes, Esq., and William E. Steffes, Esq. Jack M. Stolier, Esq., at Sullivan Stolier, LC, is serving as the Debtors' special counsel. The Debtors also tapped Solic Capital Advisors, LLC, as their Financial Advisor; King, Reinsch, Prosser & Co., L.L.P., as certified public accountants; and TFG Consulting, LLC, as accountant and consultant. Progressive Acute Care estimated assets and debts at $10 million to $50 million at the time of the filing. Henry Hobbs, Jr., acting U.S. Trustee for Region 5, on June 21, 2016, appointed three creditors to serve on the Committee. The Acting U.S. Trustee, on Dec. 20, has added two more members to the Creditors' Committee. Sills Cummis & Gross P.C., is serving as the Committee's legal counsel, and Kean Miller LLP is co-counsel. QUICKEN LOANS: Moody's Revises Outlook to Pos. & Affirms Ba2 CFR ---------------------------------------------------------------- Moody's Investors Service affirmed Quicken Loans Inc.'s Ba2 unsecured debt and corporate family ratings and changed the rating outlook to positive from stable. Issuer: Quicken Loans Inc. -- Corporate Family Rating, Affirmed Ba2, Positive -- Senior Unsecured Regular Bond/Debenture, Affirmed Ba2, Positive Outlook Actions: -- Outlook, Changed To Positive From Stable RATINGS RATIONALE The Ba2 ratings reflect Quicken's solid franchise in the US mortgage market as the second-largest retail and third-largest overall US mortgage originator and eighth-largest US mortgage servicer. The ratings also reflect the company's strong profitability with net income to average assets expected to be more than 15% for the year ended 2016 and capital position with tangible common equity to total assets expected to be more than 20% as of year-end 2016. Offsetting these positives, Quicken has high refinancing risk and modest financial flexibility owing to its reliance on short-term secured repurchase facilities, to fund its mortgage originations. The change in the rating outlook to positive reflects Moody's expectations that Quicken will be able to maintain its strong franchise position, profitability and capital level even as aggregate US mortgage origination volumes decline and purchase mortgages comprise a larger percentage of the market in connection with rising interest rates. Like most non-bank mortgage companies, Quicken relies on confidence-sensitive, short-term secured funding facilities. As a result, it faces ongoing debt refinancing risk from its reliance on 364-day repurchase facilities to fund loan originations. To reduce its refinancing risk, the company recently extended the maturity of one of its repurchase facilities to two years from one, a credit positive. In addition, the company has a high reliance on secured debt, which encumbers a significant percentage of its assets, limiting its financial flexibility. Except for its mortgage servicing rights (MSRs), Quicken has pledged virtually all of its other financeable assets. However, the firm's liquidity is aided by a number of factors, including the long maturity of its $1.25 billion unsecured corporate debt which matures in 2025, the high ratio of unencumbered MSRs to its outstanding corporate debt, its strong profitability and significant cash flow generation. Quicken's ratings could be upgraded if its financial performance, franchise position, and capital level prove resilient in a market shifting toward a higher proportion of purchase mortgages and lower proportion of refinance volumes. In particular, positive ratings pressure would develop if, over the next 12 to 18 months, Quicken maintains its a) strong profitability, b) franchise strength with its origination market share remaining above 4.0%, and c) capital position with its ratio of tangible common equity (TCE) to tangible managed assets (TMA) remaining above 20%, even considering potential costs to resolve the US DOJ lawsuit alleging that the company improperly originated and underwrote FHA-insured mortgages. In addition, positive ratings pressure could develop if the company improves its funding profile, such as by lengthening the maturities of additional repurchase facilities or by reducing its secured debt to gross tangible assets ratio to less than 50%. The company's ratings could be downgraded if its financial profile or franchise position weaken. Negative ratings pressure may develop if Quicken's 1) market share falls below 3.0%, 2) profitability weakens, 3) TCE to TMA ratio declines to less than 17.5% or 4) percentage of non-GSE and non-government loan origination volumes grow to more than 20% of its total originations without a commensurate increase in alternative liquidity sources and capital to address the risker liquidity and asset quality profile that such an increase would entail. QUORUM HEALTH: Moody's Cuts CFR to B3 on Delayed Financials Filing ------------------------------------------------------------------ Moody's Investors Service downgraded the ratings of Quorum Health Corporation, including the Corporate Family Rating to B3 from B2 and the Probability of Default Rating to B3-PD from B2-PD. Moody's also downgraded the senior secured credit facility to B2 from B1 and the unsecured notes to Caa2 from Caa1. These ratings have been placed on review for further downgrade. Moody's also lowered the Speculative Grade Liquidity Rating to SGL-4 from SGL-3. This rating action follows the company's announcement of its unaudited 2016 financial results and its 2017 financial outlook. Quorum also announced that it has delayed filing its 2016 annual report with audited financial statements while it negotiates covenant relief with its lenders. The following ratings have been downgraded and placed on review for further downgrade: Quorum Health Corporation: Corporate Family Rating to B3 from B2 Probability of Default Rating to B3-PD from B2-PD Senior secured credit facilities to B2 (LGD3) from B1 (LGD 3) Senior unsecured notes to Caa2 (LGD5) from Caa1 (LGD 5) Ratings lowered: Quorum Health Corporation: Speculative Grade Liquidity Rating, to SGL-4 from SGL-3 The ratings downgrade reflects deterioration in Quorum's operating performance and earnings, including declines in same-facility adjusted admissions. Moody's believes that, given Quorum's weak outlook and a number of operating headwinds, it is likely that adjusted debt/EBITDA will remain very high over the next few years and at levels inconsistent with its prior ratings. The SGL downgrade reflects the company's weaker cash flow outlook and uncertainty around the company's covenant compliance. Moody's rating review will focus on Quorum's liquidity outlook, including cash collections and its ability to successfully renegotiate financial covenants with its lenders and file its audited financial statements. In its review, Moody's will also consider Quorum's ability to execute on its continued divestiture and restructuring plans. RATINGS RATIONALE Quorum's B3 Corporate Family Rating (on review for downgrade) reflects the company's very high financial leverage and limited track record of free cash flow. The rating also reflects the risks associated with establishing systems and operations as a stand-alone entity while facing operational headwinds, including declining volumes and adverse payor mix shifts. Quorum's ratings also reflect the company's considerable scale and limited competition in many of its markets. Quorum Health Corporation is an operator and manager of hospitals and outpatient services in non-urban areas of the US. As of December 31, 2016, the company owned or leased 36 hospitals in 16 states. The company also manages, through its Quorum Health Resources subsidiary, 93 non-affiliated hospitals. Quorum recognized revenue of approximately $2.1 billion for the year ended December 31, 2016. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. QUORUM HEALTH: S&P Lowers CCR to 'B-' & Puts on CreditWatch Neg. ---------------------------------------------------------------- S&P Global Ratings lowered its corporate credit rating on Quorum Health Corp. to 'B-' from 'B' and placed the rating on CreditWatch with negative implications. At the same time, S&P lowered its issue-level ratings on Quorum's secured debt to 'B-' from 'B' and S&P's issue-level rating on the company's unsecured debt to 'CCC' from 'CCC+' to reflect the lowered corporate credit rating. S&P placed these ratings on CreditWatch with negative implications. The recovery rating on the secured debt remains '3', indicating expectations for meaningful (50%-70%; rounded estimate: 60%) recovery in the event of a default. The recovery rating on the unsecured debt remains '6', indicating expectations for negligible (0%-10%; rounded estimate: 0%) recovery in a default. "Our rating actions follow weak fourth-quarter operating results and 2017 guidance that is below our prior expectations, reflecting continuing declines in volumes, ongoing operating losses at hospitals that Quorum hopes to divest, and higher corporate costs," said S&P Global Ratings credit analyst Shannan Murphy. The company was in compliance with its financial maintenance covenants at the end of 2016. However, based on current performance trends, the company does not expect to be able to maintain compliance with its leverage covenants in 2017, which is a prerequisite for a going-concern opinion in its audit. For these reasons, the company is seeking an amendment to its senior secured credit facilities. While Quorum is actively engaged in discussions to sell underperforming hospitals, and closed two such transactions in 2016, S&P believes there is substantial risk to this strategy. Moreover, S&P believes that operating performance at the facilities the company intends to retain will suffer from weak utilization trends, and the company continues to struggle with cost management following the spinoff from former parent Community Health Systems Inc. As a result, S&P has revised its business risk assessment to vulnerable from weak to reflect these challenges. For this reason, S&P sees some risk to its current expectation that Quorum can sustainably generate about $170 million per year of cash EBITDA, which S&P believes approximates the company's fixed costs (primarily cash interest payments and maintenance capital expenditures). S&P intends to resolve our CreditWatch listing when further information becomes available regarding the outcome of the company's covenant negotiations. S&P could lower the rating as the company moves closer to the end of the grace period to file its financials, as this would suggest to us that the risk of default is heightened. S&P could also lower the rating if it come to believe that the company's current capital structure is unsustainable, and that it will be unable to support its debt burden over the long term. S&P could affirm the rating and assign a stable outlook if the company is able to address its near-term covenant issues and continue making progress in divesting money-losing hospitals. Under this scenario, S&P would need to be confident that the company could generate slightly positive free cash flow over time and maintain access to backup liquidity. RECOM INC: Wants to Use First Home Bank Cash Collateral ------------------------------------------------------- Recom, Inc., seeks authority from the U.S. Bankruptcy Court for the Northern District of Illinois to use the cash collateral of its creditor, First Home Bank. The Debtor requires the use of cash collateral to pay utilities, salaries, wages, rent, credit card processing, and other operating expenses, and to purchase new inventory. The proposed Budget for April 2017 reflects inventory purchases for $35,525, and total expenses of approximately $64,095. The Debtor submits that First Home Bank holds a lien on substantially all of the Debtor's assets, which are limited to personal property, including machinery & equipment, inventory, and accounts receivable. The balance due and owing to First Home Bank is approximately $328,000. The Debtor proposes to make an adequate protection payment of $1,640 per month to First Home Bank. This amount represents an amount approximately equal to 6% interest, per annum, on the entire amount of the First Home Bank claim. In addition, the Debtor proposes to grant First Home Bank a replacement lien on all newly-acquired assets of the type on which First Home Bank currently holds a lien. A full-text copy of the Debtor's Motion, dated March 23, 2017, is available at https://is.gd/1AZcPZ A copy of the Debtor's Budget is available at https://is.gd/7BmqpJ About Recom, Inc. Recom, Inc., is an Illinois corporation that operates a business purchasing, repairing/refurbishing, and selling computers and related equipment from its facility at 351 Remington Blvd., Bolingbrook, Illinois. Recom, Inc., filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 17- 3733) on Feb. 9, 2017. The petition was signed by Earl Miller, CEO. In its petition, the Debtor estimated $116,716 in assets and $1.02 million in liabilities. The Hon. Donald R Cassling presides is the case judge. David P. Lloyd, Esq., at David P. Lloyd, Ltd., is serving as bankruptcy counsel to the Debtor. REDBOX WORKSHOP: Has Interim Authority to Use Cash Collateral ------------------------------------------------------------- Judge Carol A. Doyle of the U.S. Bankruptcy Court for the Northern District of Illinois authorized RedBox Workshop, Ltd., to use cash collateral on an interim basis during the period March 20, 2017 through May 5, 2017. The Debtor is authorized to use cash collateral to cover the expenditures necessary to avoid immediate and irreparable harm to the Debtor's estate, to the extent set forth on the Budget attached to the Motion. Cornerstone National Bank & Trust is granted adequate protection for its purported secured interests in property of the Debtor as follows: (1) The Debtor will permit Cornerstone National Bank to inspect its books and records; (2) The Debtor will maintain and pay premiums for insurance to cover all of its assets from fire, theft and water damage; (3) The Debtor will make available to Cornerstone National Bank evidence of that which constitutes its collateral or proceeds; (4) The Debtor will properly maintain its assets in good repair and properly manage its business; (5) Cornerstone National Bank will be granted valid, perfected, enforceable security interests in and to the Debtor's postpetition assets, including all proceeds and products which are now or hereafter become property of the estate to the extent and priority of its alleged prepetition liens, but only to the extent of any diminution in the value of such assets during the period from the commencement of the Debtor's Chapter 11 case. A final hearing on the Motion has been scheduled for April 27, 2017, at 10:30 a.m. A full-text copy of the Interim Order, dated March 24, 2017, is available at https://is.gd/SDd8Ug About RedBox Workshop, Ltd. Based in Chicago, RedBox Workshop, Ltd. -- http://www.Redboxworkshop.com/-- is a full-service studio offering design, fabrication, project management and printing services. The Company is equally owned by Anthony C. LaBrosse and Pamela L. Parker. The Company's principal office is located at 3121 N. Rockwell Street, Chicago, Illinois. RedBox Workshop filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 17-08627) on March 20, 2017. The petition was signed by Pamela L. Parker, President. The case is assigned to Judge Carol A. Doyle. Jeffrey C. Dan, Esq., at Crane, Heyman, Simon, Welch & Clar, is serving as bankruptcy counsel. At the time of filing, the Debtor estimated assets and liabilities between $1 million and $10 million. REES ASSOCIATES: Committee Taps Province as Financial Advisor ------------------------------------------------------------- The official committee of unsecured creditors of Rees Associates, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Iowa to hire a financial advisor. The committee proposes to hire Province Inc. to give legal advice regarding the Debtor's Chapter 11 case, assist in its negotiations with the Debtor, monitor any sale process, assist in the formulation of its own plan, and provide other legal services. The hourly rates charged by the firm are: Principal $660 - $700 Director/Managing Director $470 - $620 Associate/Senior Associate $330 - $460 Analyst/Senior Analyst $250 - $320 Paraprofessional $100 Peter Kravitz, principal of Province, disclosed in a court filing that his firm conducted a conflict check and did not encounter any creditor of the Debtor which has a conflict with the firm. The firm can be reached through: Peter Kravitz Province Inc. 2360 Corporate Circle, Suite 330 Henderson, NV 89074 Tel: 702-685-5555 Fax: 702-685-5556 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. At the time of the filing, the Debtor disclosed $6.43 million in assets and $3.58 million in liabilities. The Debtor is represented by Jeffrey D. Goetz, Esq., at Bradshaw Fowler Proctor & Fairgrave P.C. On March 13, 2017, the U.S. Trustee for Region 12 appointed an official committee of unsecured creditors. The committee hired Shaw Fishman Glantz & Towbin LLC as bankruptcy counsel, and Dickinson Mackaman Tyler & Hagen, P.C., as Iowa counsel. REPUBLIC AIRWAYS: Asks Court to Extend Plan Filing Through May 31 ----------------------------------------------------------------- Republic Airways Holdings, Inc., et al., filed a third motion asking the U.S. Bankruptcy Court for the Southern District Of New York to further extend the exclusive periods during which they may file a plan and solicit acceptances to the plan through May 31, 2017, and August 1, 2017, respectively. The Debtors request the extensions out of an abundance of caution to ensure that they have an opportunity to confirm and consummate their Plan, or if need be, file a new or amended plan, before the Exclusive Periods expire. The Debtors contend that the size and complexity of their chapter 11 cases support a finding of "cause" to extend the exclusive periods. They assert that the chapter 11 cases are large and complex, which involve multiple debtors with more than $3.1 billion in consolidated assets, thousands of employees, customers, vendors, and contract counterparties, and operations in 36 states, Canada, Mexico, the Caribbean, and Central and South America. The Debtors submit that, in light of these facts and that these cases have been pending for only one year, the size, complexity, and duration factors weigh in favor of extending the exclusive periods. Courts considering an extension of exclusivity also may assess a debtor's liquidity and solvency. The Debtors contend that that they have sufficient liquidity, including access to debtor-in-possession financing. As of Feb. 28, 2017, the Debtors had unencumbered cash and cash equivalents in the approximate aggregate amount of $196.9 million. The Debtors are paying administrative expenses as they become due and will continue to do so. The hearing to consider the motion will be held at 11:00 a.m. (Eastern Time) on April 13, 2017, before the Honorable Sean H. Lane, U.S. Bankruptcy Judge, U.S. Bankruptcy Court for the Southern District of New York, One Bowling Green, New York, New York 10004. About Republic Airways Based in Indianapolis, Indiana, Republic Airways Holdings Inc., (OTCMKTS:RJETQ) owns Republic Airline and Shuttle America Corporation. Republic Airline and Shuttle America -- http://www.rjet.com/-- offer approximately 1,000 flights daily to 105 cities in 38 states, Canada, the Caribbean and the Bahamas through Republic's fixed-fee codeshare agreements under major airline partner brands of American Eagle, Delta Connection and United Express. Republic Airways Holdings Inc. and six affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 16-10429) on Feb. 25, 2016. The petitions were signed by Joseph P. Allman as senior vice president and chief financial officer. Judge Sean H. Lane has been assigned the cases. As of Jan. 31, 2016, on a consolidated basis, Republic had assets and liabilities of $3,561,000,000 and $2,971,000,000 (unaudited), respectively. Zirinsky Law Partners PLLC and Hughes Hubbard & Reed LLP are serving as Republic's legal advisors in the restructuring. Seabury Group LLC is serving as financial advisor. Deloitte & Touche LLP is the independent auditor. Prime Clerk is the claims and noticing agent. The U.S. Trustee for Region 2 appointed seven creditors of Republic Airways Holdings Inc. to serve on the official committee of unsecured creditors. The Committee retained Morrison & Foerster LLP as attorneys and Imperial Capital, LLC, as investment banker and co-financial advisor. * * * The Debtors filed a Plan under which unsecured creditors will either receive a distribution of 45% in cash or 41%-48% new common stock under the plan. The Debtors believe that they will have sufficient cash resources to make the payments required pursuant to the plan, repay and service debt obligations, and maintain operations on a going-forward basis. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/nysb16-10429-1312.pdf REVOLVE SOLAR: Moore Buying Property for $30K --------------------------------------------- Revolve Solar (CA) Inc., and Revolve Solar (TX) Inc. ask the U.S. Bankruptcy Court for the Western District of Texas to authorize the sale of property to C. Fred Moore for $30,000. The Property consists of URLs, customer list, phone numbers, back office software/Google applications, IP/trademarks or licenses, contracts, marketing/training materials, work in progress, vehicles, office furnishings and equipment, computers and administrative claims. The Buyer is a creditor of the Debtors and has been an investor in the companies for many years. The sale will be free and clear of all liens, claims and encumbrances, and such liens, claims and encumbrances will attach to the sale proceeds. The sale proceeds will be held in trust by counsel for the Debtors pending an order of distribution approved by the Court. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Revolve_SolarCA_157_Sales.pdf The Debtors have adequately marketed the property. Considering the present market, and condition of the Property, the Debtors assert the proposed sale price is fair and reasonable. The Debtors aver that delay may result in loss of the buyer, or further reduction in value received. Delay, they add, will result in additional ongoing expenses to the Debtors and their estates. In exercise of their business judgment, the Debtors assert that the proposed sale is in the best interest of the estates. The Debtors ask that the 14-day period following the entry of an Order allowing the sale be waived. The Purchaser can be reached at: C. Fred Moore 4003 Greenmountain Lane Austin, TX 78759-7565 Telephone: (512) 697-8251 E-mail: moorecf@gmail.com About Revolve Solar Revolve Solar, Inc. aka Revolve Solar LLC, Revolve Solar (TX) Inc., and Revolve Solar (CA) Inc. filed chapter 11 petitions (Bankr. W.D. Tex. Case Nos. 16-10896, 16-10897, and 16-10899) on July 31, 2016. The petitions were signed by Tim Padden, president. The Debtors are represented by Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC. Revolve Solar, Inc. and Revolve Solar (TX) Inc.'s cases are assigned to Judge Tony M. Davis, while Revolve Solar (CA) Inc.'s case is assigned to Judge Christopher B. Mott. The Debtors each estimated assets and liabilities at $1 million to $10 million at the time of the filing. REVOLVE SOLAR: Moore Buying Property for $30K --------------------------------------------- Revolve Solar (TX) Inc., and Revolve Solar (CA) Inc. ask the U.S. Bankruptcy Court for the Western District of Texas to authorize the sale of property to C. Fred Moore for $30,000. The Property consists of URLs, customer list, phone numbers, back office software/Google applications, IP/trademarks or licenses, contracts, marketing/training materials, work in progress, vehicles, office furnishings and equipment, computers and administrative claims. The Buyer is a creditor of the Debtors and has been an investor in the companies for many years. The sale will be free and clear of all liens, claims and encumbrances, and such liens, claims and encumbrances will attach to the sale proceeds. The sale proceeds will be held in trust by counsel for the Debtors pending an order of distribution approved by the Court. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Revolve_SolarCA_157_Sales.pdf The Debtors have adequately marketed the property. Considering the present market, and condition of the Property, the Debtors assert the proposed sale price is fair and reasonable. Delay may result in loss of the buyer, or further reduction in value received. Delay will result in additional ongoing expenses to the Debtors and their estates. In exercise of their business judgment, the Debtors assert that the proposed sale is in the best interest of the estates. Accordingly, the Debtors ask the Court to approve the relief sought. The Debtors ask that the 14-day period following the entry of an Order allowing the sale be waived. The Purchaser can be reached at: C. Fred Moore 4003 Greenmountain Lane Austin, TX 78759-7565 Telephone: (512) 697-8251 E-mail: moorecf@gmail.com About Revolve Solar Revolve Solar, Inc. a/k/a Revolve Solar LLC, Revolve Solar (TX) Inc., and Revolve Solar (CA) Inc. filed chapter 11 petitions (Bankr. W.D. Tex. Case Nos. 16-10896, 16-10897, and 16-10899) on July 31, 2016. The petitions were signed by Tim Padden, president. The Debtors are represented by Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC. Revolve Solar, Inc. and Revolve Solar (TX) Inc.'s cases are assigned to Judge Tony M. Davis, while Revolve Solar (CA) Inc.'s case is assigned to Judge Christopher B. Mott. The Debtors each estimated assets and liabilities at $1 million to $10 million at the time of the filing. RIDGE VILLAS: Hearing on Plan, Disclosures Set for April 25 ----------------------------------------------------------- The Hon. Brenda K. Martin of the U.S. Bankruptcy Court for the District of Arizona has scheduled a hearing for April 25, 2017, at 1:30 p.m. to consider the approval of Ridge Villas Mgmt, LLC's disclosure statement filed on Dec. 30, 2016, as supplemented on March 28, 2017, and the confirmation of the Debtor's Chapter 11 plan. Objections to the Disclosure Statement and the Plan must be filed no less than seven days prior to the hearing. As reported by the Troubled Company Reporter on Jan. 11, 2017, the Debtor filed with the Court the Disclosure Statement explaining its Plan. Class 7 consists of the secured claim of Indian Creek Investors L.L.C., which holds a third lien, junior to the lien of Classes VI and VIII, on Unit 114, to secure a note in the amount of $12,500. Under the Plan, the note will be paid from the proceeds of sale of Unit 114, to the extent proceeds remain after retirement of the liens of Classes VI and VII on this Unit. About Ridge Villas Mgmt Ridge Villas Mgmt LLC owns 9 condominium units in a residential project in Prescott, Arizona, known as Villas at the Ridge. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 16-14209) on Dec. 16, 2016. The petition was signed by Lynn Myers, president. The case is assigned to Judge Brenda K. Martin. At the time of the filing, the Debtor disclosed $685,550 in total assets and $2.65 million in liabilities. ROBERT KATZ: John Safri Buying Encino Property for $1.3M -------------------------------------------------------- Robert Katz asks the U.S. Bankruptcy Court for the Central District of California to authorize the overbid procedures in connection with the sale of real property commonly known as 16846 Severo Place, Encino, California to John Safri Family Trust dated Nov. 11, 2010 or its nominee for $1,250,000, subject to overbid. A hearing on the Motion is set for April 25, 2017 at 1:30 p.m. The Debtor has entered into Purchase Sale Agreement with the Buyer for the Property. The essential terms of the proposed purchase are: a. Purchaser: John Safri Family Trust dated Nov. 11, 2010 or its nominee b. Purchase Price: $1,250,000 c. Condition of Property: The Property purchased "as-is" without any representations or warranties of any kind d. Broker's Commissions: 5% A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Robert_Katz_89_Sales.pdf The proposed sale is subject to higher and better bid. The Debtor will seek Court approval of these overbid procedure: a. any person interested in submitting an overbid on the property must attend the hearing on the Motion or be represented by an individual with authority to participate in the overbid process; b. an overbid will be defined as an initial overbid of $1,000 above the Purchase Price, with each additional bid in $1,000 increments; c. over bidders (except for the Purchaser) must deliver a deposit to the Debtor's counsel, Stephen L. Burton, by way of cashier's check made payable to Robert Katz, Debtor-in-Possession, in the amount of $50,000 ("Deposit") by 4:00 p.m. on April l8, 2017; d. over bidders must purchase the Property on the same terms and conditions as the Purchaser; e. the deposit of the successful over bidder will be forfeited if such party is thereafter unable to complete the purchase of the Property within 30 days of entry of final order confirming the sale; and f. in the event the successful over bidder cannot timely complete the purchase of the Property, the Debtor will be authorized to proceed with the sale to the next highest over bidder. The Trustee will also request that Broker's commissions of 5% of the gross sale price be allowed and paid directly from escrow. Escrow would also be authorized to pay the normal and customary settle fees (title and escrow) per the estimated closing statement. The Debtor has determined that the sale of the Property under the terms and conditions set forth in the Motion is supported by sound business reasons and is in the best interest of the estate. Based upon the current real estate market and other sale transactions in the area, the Debtor believes that the sale price represents the fair market value of the Property. Further, the sale of the Property is anticipated to generate approximately $503,219 before the Debtor's $175,000 homestead as reflected in the HUD-1. With regard to the Chesterton Capital, LLC lien held against the Property, the Debtor will ask an order authorizing him to sell the property free and clear of such lien as the total pay off of the lien exceeds the funds that will be available to pay the lien in full and the lien impairs the Debtor's homestead exemption. If an agreement cannot be reached prior to the time of closing concerning partial payment of the Chesterton lien and full payment of the homestead, escrow will be authorized to pay that portion of the Chesterton lien which does not impair the Debtor homestead amount of $175,000. The Property will not be sold free and clear on the One United Bank (First Mortgage) or Poly Comp (Second mortgage). The sale will be with reservation, that is to say that a pay-off of those liens will not constitute a waiver, by the Debtor, of his right to later dispute the amounts in their demand and/or any other claims the Debtor may have. It is contemplated the Debtor will move to dismiss the case shortly after close of escrow. The Debtor asks the Court to approve the relief sought. The Purchaser can be reached at: JOHN SAFRI FAMILY TRUST 16921 Encino Hills Encino, CA 91436 Counsel for the Debtor: Stephen L. Burton LAW OFFICES OF STEPHEN L. BURTON 16133 Ventura Blvd., 7th Floor Encino, CA 91436 Telephone: (818) 501-5055 Facsimile: (8180 501-5849 ROBERT LAMPE: Farmers Bank Buying Hamilton Properties for $1.3M --------------------------------------------------------------- Robert Thomas Lampe, Mariah Farm, Inc., and Whirlwind Farms, Inc., ask the U.S. Bankruptcy Court for the District of Kansas to authorize the private sale of Lampe Real Estate and Whirlwind Real Estate to Farmers Bank of Osborne, Kansas, for $1,260,000. At the time of the filing of Debtor Lampe's case, he was the owner of the Lampe Real Estate: The North Half and the Southwest Quarter of Section 6, 26 South, Range 39 West of the Sixth Principal Meridian, Hamilton County, Kansas; and, The Southeast Quarter of Section 13, Township 26 South, Range 41 West of the Sixth Principal Meridian, Hamilton County, Kansas. At the time of the filing of Debtor Whirlwind's case, it was the owner of the Whirlwind Real Estate: All of Section 7, Township 26 South, Range 40 West of the Sixth Principal Meridian, Hamilton County, Kansas; and, Lot 5 and the East Half of the Southwest Quarter of Section 6, Township 26 South, Range 40 West of the Sixth Principal v Meridian, Hamilton County, Kansas. On June 9, 2016, the Court ordered the joint administration of the cases for procedural purposes only. On Nov. 29, 2016, the Debtors filed the First Amended Combined Chapter 11 Plan of Reorganization Dated Nov. 29, 2016, and the First Amended Combined Disclosure Statement dated November 29, 2016. No plan has been confirmed in their cases. Debtors Lampe and Whirlwind have come to the decision that they should sell the Lampe Real Estate and the Whirlwind Real Estate under the terms and conditions of the Sale Contract which will reduce the amount of indebtedness which Lampe, Mariah, and Whirlwind must reorganize in their cases. Subject to the approval of the Court, Debtors Lampe and Whirlwind, and The Farmers Bank of Osborne, Kansas, a creditor of the three Debtors, and each of them, have entered into the Sales Contract which contains all of the terms and conditions of the proposed private sale of the Lampe Real Estate and the Whirlwind Real Estate. The Sales Contract specifically provides that the Sales Contract and the sale and purchase evidenced thereby shall be subject to the final approval of the Bankruptcy Court which, under the joint administration of their cases, ordered by the Bankruptcy Court, will be evidenced by the Court's Order entered in Debtor Lampe's case, before it will become finally binding. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Robert_Lampe_203_Sales.pdf The abstract company and the closing agent for the sale of the Lampe Real Estate and the Whirlwind Real Estate under the Sales Contract is Frazee Abstract & Title, Inc. Based upon the proofs of claim filed in the Debtors' cases, the First Amended Plan, and, the commitments for title insurance, it appears that the only creditors or interested parties which hold or may claim any security interests, mortgages, liens, encumbrances, and adverse interests whatsoever in, to, or upon any or all of the Lampe Real Estate which are not excepted from the transfer requirements set forth in the Sale Contract are: a. Hamilton County Treasurer ("HCT"), PO Box 1167, Syracuse, Kansas, holds first and prior liens in the Lampe Real Estate securing the claims of HCT for any and all real estate taxes and assessments for the year of 2016 and 2017. Under the Motion and under the Sales Contact, Debtor Lampe intends that such unpaid real estate taxes and assessments for the year of 2016 are to be paid as part of the Closing Costs under the Motion and he intends that such real estate taxes and assessments for the year of 2017 which have not yet been levied, assessed, or paid are to be prorated between him and Farmers Bank, as of the Closing Date specified in the Sales Contract and paid as part of the Closing Costs under the Motion. b. Farmers Bank holds liens in the Lampe Real Estate as follows: (i) A mortgage dated Dec. 11, 2015, from Debtor Lampe, a single person, and Debtor Whirlwind in favor of Farmers Bank filed in the Office of the Register of Deeds, Hamilton County, Kansas, recorded on Dec. 18, 2015, at 10:02 a.m. in Book 176 at Page 9 in the amount of $500,000; (ii) A mortgage dated Dec. 11, 2015, from Debtor Lampe, a single person, in favor of Farmers Bank filed in the Office of the Register of Deeds, Hamilton County, Kansas, recorded on Dec. 18, 2015, at 10:00 a.m. in Book 176 at Page 8 in the amount of $1,408,250; and (iii) A mortgage dated July 22, 2011, from Debtor Lampe, a single person, and Debtor Whirlwind in favor of Farmers Bank filed in the Office of the Register of Deeds, Hamilton County, Kansas, recorded on July 29, 2011, at 1:00 p.m. in Book 156 at Page 133 in the amount of $1,362,000. Under the Sales Contact, Debtor Lampe intends that all of the Net Proceeds arising from the sale of the Lampe Real Estate will be applied to the obligations secured by the foregoing mortgages in favor of Farmers Bank and that the sale of the Lampe Real Estate to Farmers Bank will be free and clear of all of the foregoing mortgages in favor of Farmers Bank. c. Kuhn Harvesting, L.L.C., 1993 Road 130, Lakin, Kansas 67860, filed these liens: (i) A Lien Statement for Harvesting and Threshing Pursuant to K.S.A. 58-203 et seq., dated Nov. 15, 2016, against Debtors Lampe and Mariah in favor of Kuhn Harvesting filed and recorded in the Office of the Register of Deeds, Hamilton County, Kansas, on Nov. 15, 2016, at 10:30 a.m. in UCC Book #16 at Page 16 LN in the amount of $55,956 for the harvesting of milo/sorghum which has been paid in full by the Debtors; and (ii) A Lien Statement for Harvesting and Threshing Pursuant to K.S.A. 58-203 et seq., dated Nov. 15, 2016, against Lampe in favor of Kuhn Harvesting filed and recorded in the Office of the Register of Deeds, Hamilton County, Kansas, on Nov. 15, 2016, at 10:37 a.m. in UCC Book #16 at Page 17 LN in the amount of $4,175 for the harvesting of milo/sorghum which has been paid in full by Debtor Lampe. Under the Motion and under the Sales Contact, Debtor Lampe intends that none of the Net Proceeds arising from the sale of the Lampe Real Estate will be applied to the foregoing harvesting/threshing liens in favor of Kuhn Harvesting because the obligations arising thereunder have been paid in full and that the sale of the Lampe Real Estate to Farmers Bank will be free and clear of all of the harvesting/threshing liens in favor of Kuhn Harvesting. It appears that the only creditors or interested parties which hold or may claim any security interests, mortgages, liens, encumbrances, and adverse interests whatsoever in, to, or upon any or all of the Whirlwind Real Estate which are not excepted from the transfer requirements set forth in the Sale Contract are: a. HCT holds first and prior liens in the Whirlwind Real Estate securing the claims of HCT for any and all real estate taxes and assessments for the year of 2016 and 2017. Under the Motion and under the Sales Contact, Debtor Whirlwind intends that such unpaid real estate taxes and assessments for the year of 2016 are to be paid as part of the Closing Costs under the Motion and the Debtor intends that such real estate taxes and assessments for the year of 2017 which have not yet been levied, assessed, or paid are to be prorated between the Debtor and Farmers Bank, as of the Closing Date specified in the Sales Contract and paid as part of the Closing Costs. b. Farmers Bank holds liens in the Whirlwind Real Estate as follows: (i) A mortgage dated Dec. 11, 2015, from Debtors Lampe and Whirlwind in favor of Farmers Bank filed in the Office of the Register of Deeds, Hamilton County, Kansas, recorded on Dec. 18, 2015, at 10:02 AM in Book 176 at Page 9 in the amount of $500,000; (ii) A mortgage dated Dec. 11, 2015, from Debtor Lampe in favor of Farmers Bank filed in the Office of the Register of Deeds, Hamilton County, Kansas, recorded on Dec. 18, 2015, at 10:00 a.m. Book 176 at Page 8 in the amount of $1,408,250; and (iii) A mortgage dated July 22, 2011, from Debtors Lampe and Whirlwind in favor of Farmers Bank filed in the Office of the Register of Deeds, Hamilton County, Kansas, recorded on July 29, 2011, at 1:00 p.m. in Book 156 at Page 133 in the amount of $1,362,000. Under the Motion and under the Sales Contact, Debtor Whirlwind intends that all of the Net Proceeds arising from the sale of the Whirlwind Real Estate will be applied to the obligations secured by the foregoing mortgages in favor of Farmers Bank and the sale of the Whirlwind Real Estate to Farmers Bank will be free and clear of all of the foregoing mortgages in favor of Farmers Bank. Debtors Lampe and Whirlwind are aware of no other creditors or interested parties which hold or may claim any security interests, mortgages, liens, encumbrances, and adverse interests whatsoever in, to, or upon any or all of the Lampe Real Estate and/or the Whirlwind Real Estate which are not excepted from the transfer requirements set forth in the Sale Contract. The closing of the sale described will be handled in this manner: a. The sale of the Lampe Real Estate and of the Whirlwind Real Estate to Farmers Bank must be free and clear of all security interests, mortgages, liens, encumbrances, and adverse interests whatsoever; b. All Closing Costs will be paid to the Closing Agent by Farmers Bank as part of the total purchase price under the Sale Contract; c. All of the Closing Costs for which Lampe and Whirlwind, or either of them are responsible under the Sale Contract will be deducted from the total purchase price under the Sale Contract and treated as part of the Selling Debtors' Closing Costs under the Sale Contract; and, d. All of the Net Proceeds arising from the sale of the Lampe Real Estate and from the sale of the Whirlwind Real Estate will be applied or credited by Farmers Bank to the obligations secured by the mortgages in favor of Farmers Bank, and the sales of the Lampe Real Estate and of the Whirlwind Real Estate to Farmers Bank will be free and clear of all of such mortgages in favor of Farmers Bank. The Closing Agent for such private sale will give to the Selling Debtors, Farmers Bank, and the United States Trustee a full accounting of the gross proceeds arising from the private sale of the Lampe Real Estate and the Whirlwind Real Estate, and of all Closing Costs paid therefrom as soon as is reasonably possible after the closing of such private sale has been completed. Debtors Lampe and Whirlwind respectfully ask the Court to approve the relief sought. The Purchaser can be reached at: THE FARMERS BANK OF OSBORNE, KANSAS 102 W. Main Street Osborne, KS 67473 About Robert Thomas Lampe Robert Thomas Lampe is the sole officer, director, and stockholder of Mariah Farms Inc. and Whirlwind Farms Inc., which produce crops and livestock near Kendall, Kansas. Robert Thomas Lampe and his companies sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Kan. Case Nos. 16-10621 to 16-10623) on April 12, 2016. On June 9, 2016, the court ordered the joint administration of the cases. At the time of the filing, both companies estimated their assets and liabilities at $1 million to $10 million. A three-member committee of unsecured creditors was appointed on October 25, 2016. ROBERT LAMPE: Wagner Buying Caterpillar Tractor for $35K -------------------------------------------------------- Whirlwind Farms, Inc., Mariah Farms, Inc., and Robert Thomas Lampe, ask the U.S. Bankruptcy Court for the District of Kansas to authorize the sale of Caterpillar 85 C Challenger Tractor, Serial No. 9TK00348 to Jared C. Wagner for $35,000. At the time of the filing of Case, Debtor Whirlwind was the owner of the Tractor. At the time of the filing of each of the Debtors' bankruptcy cases, (i) Lampe owned all of the issued and outstanding stock of Mariah; and (ii) Lampe also owned all of the issued and outstanding stock of Whirlwind. On June 9, 2016, the Court ordered the joint administration of the cases for procedural purposes only. On Nov. 29, 2016, the Debtors filed the First Amended Combined Chapter 11 Plan of Reorganization Dated Nov. 29, 2016, and the First Amended Combined Disclosure Statement dated November 29, 2016. No plan has been confirmed in their cases. Whirlwind has come to the decision that it should sell the Tractor under the terms and conditions of the Sale Contract because it will reduce the amount of indebtedness which the Debtors must reorganize in their cases. The Sales Contract specifically provides that the Sales Contract and the sale and purchase evidenced thereby will be subject to the final approval of the Court which, under the joint administration of their cases ordered by the Court, will be evidenced by the Court's order entered in Lampe's case, before it will become finally binding. Pursuant to the Sale Contract, the sale of the Tractor must be free and clear of all security interests, mortgages, liens, encumbrances, and/or adverse interests whatsoever. Based upon the proofs of claim filed in their cases, the First Amended Plan, and other information available to Whirlwind, the only creditor or interested party which holds or may claim any security interests, mortgages, liens, encumbrances, and/or adverse interests whatsoever in, to, or upon the Tractor is The Farmers Bank of Osborne. Whirlwind is aware of no other creditors, interested parties, or persons who hold or may claim any security interests, mortgages, liens, encumbrances, and/or adverse interests whatsoever in, to, or upon the Tractor. Without the need to obtain any further order from the Court, the proceeds arising from the sale of the Tractor will be immediately paid to Farmers Bank. The Debtors ask the Court to enter an Order (i) authorizing and approving the sale by Whirlwind of the Tractor under the terms and conditions set forth in the Sale Contract, free and clear of all security interests, mortgages, liens, encumbrances, and adverse interests whatsoever and otherwise in accordance with the terms and conditions set forth in the Sale Contract; (ii) authorizing and approving the adequate protection and disbursement of the proceeds arising from the sale of the Tractor as set forth; and (iii) waiving the stay provided for by Fed. R. Bankr. P. 6004(h) so that the sale of the Tractor can close as soon as possible after the Court enters the order in Lampe's case. The Purchaser can be reached at: Jared C. Wagner P.O. Box 124 Coolidge, KS 67836 About Robert Thomas Lampe Robert Thomas Lampe is the sole officer, director, and stockholder of Mariah Farms Inc. and Whirlwind Farms Inc., which produce crops and livestock near Kendall, Kansas. Robert Thomas Lampe and his companies sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Kan. Case Nos. 16-10621 to 16-10623) on April 12, 2016. On June 9, 2016, the court ordered the joint administration of the cases. At the time of the filing, both companies estimated their assets and liabilities at $1 million to $10 million. A three-member committee of unsecured creditors was appointed on October 25, 2016. ROJO ONE: Steve Simon Buying All Assets for $120K ------------------------------------------------- Rojo Five, LLC, asks the U.S. Bankruptcy Court for the Eastern District of Michigan to authorize the private sale of substantially all assets to an entiry to formed, managed by Mr. Steve Simon for $120,000. An Order has been entered in the case directing the procedural consolidation and joint administration of the chapter 11 cases of Rojo One, LLC; Rojo Two, LLC; Rojo Four, LLC; Rojo Five, LLC; and Rojo Six, LLC (Case No. 16-54348-mlo). On Oct. 20, 2016, the Debtors filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code. The Debtors' principal places of business assets are located in Rochester, Michigan; Novi, Michigan; Sterling Heights, Michigan; and Birmingham, Michigan. Debtor Rojo One conducts business out of Novi, Michigan as Duel Novi and operates as a dueling piano bar. Debtor Rojo Two conducts business out of Rochester, Michigan as Rojo Mexican Bistro and operates as a restaurant. Debtor Rojo Four conducts business out of Sterling Heights, Michigan as Rojo Mexican Bistro and operates as a restaurant. Debtor Rojo Five conducts business out of Birmingham, Michigan as Rojo Mexican Bistro and Sidecar Slider Bar and operates as 2 restaurants. Debtor Rojo Six conducts business out of Novi, Michigan as Rojo Mexican Bistro and Michigan Beer Company and operates as 2 restaurants. Since July 2016, Thomas Hospitality Group was engaged by the Rojo ownership to market the 5 existing restaurants. Thomas Hospitality specializes in restaurants, bars and nightclubs, and its employees are specifically experienced in this industry and have personal contacts with many of the key players in the hospitality industry. Thomas Hospitality Group performed a valuation report of the Debtor. The Debtor entered into Term Sheet dated March 5, 2017 with the Purchaser for the purchase of the Assets. The purchase price for the said Assets is $120,000. The purchase price is subject to increase or decrease on account of certain prorations and adjustments customarily prorated between a purchaser and a seller of similar assets. Except for certain cost to be paid by the Purchaser pursuant to the Agreement certain other costs to be paid by the Purchaser, the Agreement requires that the Debtor deliver the Property to the Purchaser free and clear of all liens, claims, interests and encumbrances. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Rojo_One_147_Sales.pdf American Blue Ribbon Holdings, LLC is the landlord for Rojo Five. On Nov. 11, 2016, American Blue Ribbon Holdings filed a proof of claim in the amount of $92,482 relating to obligations under a sublease (including rent, property taxes, trash, late fees and attorney fees) for property located at 250 East Merrill Street, Birmingham, Michigan. The Debtor has also incurred post-petition lease obligations. The Debtor entered into a Sublease Agreement with American Blue Ribbon Holdings, LLC dated Aug. 13, 2013. On Feb. 1, 2017, the Debtor filed a Motion for Order Authorizing the Sale of Substantially All of the Assets of the Debtor Free and Clear of All Liens, Claims, Interests and Encumbrances on behalf of Rojo Five. Subsequent to the filing of the Motion, the parties finalized negotiating terms of a new sublease with landlord. Upon conclusion of same, the instant Amended Motion was filed. The Debtor will be concurrently filing a Motion to Reject Unexpired Lease of Real Property. Subject to Court approval, American Blue Ribbon Holdings has agreed, inter alia, to these: a. $70,000 paid to American Blue Ribbon Holdings at lease assignment with funds to be held in escrow; b. $50,0000 paid to American Blue Ribbon Holdings in weekly installments of $962 over the next 12 months with payments to commence upon execution of a new sublease between the parties; and c. Balance of the lease paid in weekly installments over the remainder of the term of the lease (including property taxes and trash). d. Upon rejection of Sublease, the Option described in Section 4(ii) of the Liquor License Agreement will be deemed to have occurred. The consummation of the proposed sale to the Purchaser is conditioned, among other things set forth the entry of a Sale Order approving the sale by the Court; assignment of the existing lease to the Purchaser. The Debtor has concluded, in its business judgment, that the sale of the assets to the Purchaser will result in the highest and best value for the assets, and that the sale of the assets is in the best interests of the Debtor, the Debtor's estate, and its creditors. Accordingly, the Debtor asks the Court to approve the relief sought. The Debtor asks that Court waives the 14-day stay provision of Federal Rule of Bankruptcy Procedure 6004(g). About Rojo One, LLC Rojo One, LLC and its four affiliates filed Chapter 11 petitions (Bankr. E.D. Mich. Lead Case No. 16-54348) on Oct. 20, 2016. The petitions were signed by Daniel R. Linnen, sole member. The Debtors are represented by Aaron J. Scheinfield, Esq., at Goldstein Bershad & Fried PC. The Debtors' cases were procedurally consolidated and are jointly administered. The cases are assigned to Judge Maria L. Oxholm. The Debtors each estimated assets at $0 to $50,000. All the Debtors, except for Rojo Five, estimated liabilities at $500,000 to $1 million. Rojo Five estimated its liabilities at $1 million to $10 million. SAVANNA ENERGY: DBRS Puts B Issuer Rating Under Review ------------------------------------------------------ DBRS Limited placed the following ratings of Savanna Energy Services Corp. (Savanna, or the Company) Under Review with Developing Implications: -- Issuer Rating of B -- Senior Unsecured Notes rating of B The rating action follows the announcement by Total Energy Services Inc. (Total) that it has acquired approximately 51.6% of the common shares of Savanna. The acquisition of 51.6% meets the condition of acquiring a minimum of 50.1% for the offer to be successful. The common shares were acquired at the end of the initial deposit period of Total's previously announced offer to purchase all the outstanding common shares of Savanna. The consideration payable under the offer included 0.13 of a Total common share and $0.20 in cash for each Savanna common share. Total has also extended the period for the tender of additional shares under its offer to April 7, 2017. Savanna's board of directors had previously rejected Total's offer and the Company instead entered into a board-approved arrangement agreement with Western Energy Services Corp. (Western) pursuant to which Western agreed to acquire all of the issued and outstanding common shares of Savanna subject to shareholder approval. The consideration payable under the Western offer included 0.85 of a Western common share and $0.21 in cash for each Savanna common share. Savanna has acknowledged the acquisition of a majority of Savanna's common shares by Total constitutes an event of default under the conditions of Savanna's Senior Secured Revolving Credit Facility and the second-lien Senior Secured Term Loan Facility (the Term Loan). Savanna has announced that it is in discussions with its lenders and expects the lenders will not immediately take steps with respect to the event of default. Although Total has acquired a majority stake, the hostile takeover bid is still evolving, with ambiguity regarding (1) Total's final ownership in Savanna and its ability to gain full control of Savanna; (2) the status of the Term Loan from Alberta Investment Management Corporation (AIMCo) in the event that AIMCo does not consent to the change of control; (3) a detailed financing plan to refinance the Senior Unsecured Notes that also become repayable with a change of control; and (4) the applicability of the termination fee of $20 million as negotiated under the arrangement agreement with Western. Consequently, DBRS has placed the ratings of Savanna Under Review with Developing Implications until there is more clarity on the issues noted above. DBRS will review further information as it becomes available, with a view to resolving the Under Review status. SCOTT SWIMMING: Can Continue Using Cash Collateral Until April 30 ----------------------------------------------------------------- Judge Julie A. Manning of the U.S. Bankruptcy Court for the District of Connecticut authorized Scott Swimming Pools Inc. to continue using the cash collateral of Webster Bank until April 30, 2017. The Debtor is authorized to collect and use the prepetition collateral in order to continue its operations in the ordinary course of its business by paying those budgeted expenditures set forth on the April 2017 Budget. The approved Budget for April 2017 show total operating expenses of approximately $399,889. The Debtor is indebted to Webster Bank in the approximate amount of $451,000, as of the Petition Date. The indebtedness is secured by liens and/or security interests in substantially all of the Debtor's assets. Accordingly, Webster Bank is granted post-petition claims against the Debtor's estate, which will have priority in payment over any other indebtedness and obligations incurred by the Debtor and over all administrative expenses or charges against the Debtor's property. Webster Bank is also granted an enforceable and perfected replacement lien and security interest in the postpetition assets of the Debtor's estate, equivalent in nature, priority and extent to the liens and security interests of Webster Bank in the prepetition collateral, and the proceeds and products thereof. As additional adequate protection, the Debtor will pay to Webster Bank monthly installments of interest on the loan pursuant to the terms of the Parties' Note. The Debtor will also continue to keep the collateral fully insured against all loss, peril and hazard and make Webster Bank as loss payee as its interests appear under such policies. These limited expenses will have a lien which will be senior to the replacement liens or any other liens granted under the Twenty-Seventh Order: (a) the allowed administrative claims of attorneys and other professionals retained by the Debtor in the aggregate amount of $25,000; and (b) amounts payable to the U.S. Trustee pursuant to 28 U.S.C. Section 1930(a)(6). A further hearing on the continued use of cash collateral will be held on April 25, 2017 at 11:00 a.m. Any objection to the continued use of cash collateral must be filed and served no later than April 21, 2017. A full-text copy of the Twenty-Seventh Order, dated March 24, 2017, is available at https://is.gd/9UnPpR About Scott Swimming Pools Based in Woodbury, Conn., Scott Swimming Pools, Inc., constructs, sells and services swimming pools. Its offices and property are located at 75 Washington Road, Woodbury, CT. Scott Swimming Pools filed a chapter 11 petition (Bankr. D. Conn. Case No. 15-50094) on Jan. 22, 2014. The petition was signed by James M. Scott, president. The case is assigned to Judge Alan H.W. Shiff. The Debtor tapped James M. Nugent, Esq., at Harlow, Adams, and Friedman, P.C., as bankruptcy counsel. The Debtor disclosed that it owed creditors $3.79 million. SEARS HOLDINGS: S&P Cuts Rating on $1.25BB 2nd Lien Notes to 'B-' ----------------------------------------------------------------- S&P Global Ratings lowered its issue-level rating on Sears Holdings Corp.'s 6.625% $1.25 billion second-lien notes (about $301 million outstanding) to 'B-' from 'B'. S&P revised the recovery rating to '2' from '1'. The '2' recovery rating reflects S&P's expectation for substantial (70% to 90%; rounded estimate: 85%) recovery in the event of default. S&P's other ratings on Sears, including the 'CCC+' corporate credit rating, are unchanged and the outlook remains negative. The revised recovery rating and lowered rating captures the impact of various debt financings that Sears has put in place since S&P's last review: a $300 million second-lien term loan that ranks pari passu with the 6.625% notes (effectively doubling the amount of second lien debt that gets run through S&P's recovery waterfall); and $1.0 billion of debt financing secured by liens on approximately 90 Sears and Kmart stores (leaving less unencumbered store value to support second lien recovery). These financings were provided by certain affiliates of ESL Investments Inc., a major shareholder of Sears. The revised recovery rating also reflects a reduction in S&P's projected inventory value (given a declining store count), which lowers the amount available for the second-lien debt after first lien obligations have been satisfied. RATINGS LIST Sears Holdings Corp. Corporate Credit Rating CCC+/Negative/-- Downgraded; Recovery Rating Revised To From Sears Holdings Corp. $1.25 bil 6.625% 2nd-lien notes B- B due 2018 Recovery rating 2(85%) 1(95%) SIX FLAGS: Moody's Rates Proposed $800MM Senior Unsecured Notes B2 ------------------------------------------------------------------ Moody's Investors Service assigned a B2 rating to Six Flags Entertainment Corporation's (Six Flags) proposed $800 million senior unsecured note due 2027. The existing senior notes due 2024 (which is being increased by $400 million) and the senior notes due 2021 were upgraded to B2 from B3. The B1 corporate family rating (CFR), B1-PD probability of default rating, and Ba1 rating on the existing credit facility, including a $250 million revolver and $545 million term loan B, were affirmed. The outlook is stable. The expected use of proceeds of the $800 million new note and $400 million add on to the existing note due 2024 will be the repayment of $800 million senior note due 2021 with the remaining net proceeds for general corporate purposes which are expected to primarily include equity repurchases. The upgrade of the existing senior notes reflect the increase in the proportion of unsecured notes in the capital structure compared to secured bank debt which leads to an increase in the unsecured notes to a level one level below the B1 CFR as the unsecured notes will comprise over 70% of outstanding debt pro-forma for the transaction. The rating on the senior notes due 2021 will be withdrawn after repayment. The transaction increases total debt by $400 million and pro-forma leverage increases to 6.1x from 5.2x as of Q4 2016, or to 4.9x from 4.2x excluding performance award related stock compensation due to the likely achievement of $600 million in modified EBITDA (as calculated by management) by 2017. Moody's expects leverage to decrease to approximately 5x by the end of 2017 as the performance related stock comp roles off over the course of the year and from EBITDA growth in the low to mid single digits in the upcoming season. However, performance award related stock compensation may increase in future periods if the company becomes likely to achieve management's goal of $750 million in modified EBITDA (as calculated by management) by 2020. The company also recently announced that it was not planning to convert to a REIT at this time. Issuer: Six Flags Entertainment Corporation -- Proposed $800 million Senior Unsecured Notes due 2027, assigned a B2, LGD4 -- $700 million Senior Unsecured Notes due 2024 (upsized by $400 million), upgraded to B2, LGD4 from B3, LGD5 -- $800 million senior notes due 2021 (to be refinanced), upgraded to B2, LGD4 from B3, LGD5 -- Corporate Family Rating, affirmed B1 -- Probability of Default Rating, affirmed B1-PD -- Speculative Grade Liquidity Rating affirmed at SGL-3 -- Outlook, Remains Stable Issuer: Six Flags Theme Parks Inc. -- $250 million Senior Secured Revolver due 2020 affirmed at Ba1, LGD2 -- Senior Secured Term Loan B due 2022, affirmed at Ba1, LGD2 -- Outlook, Remains Stable RATINGS RATIONALE Six Flags' B1 CFR reflects the sizable attendance and revenue generated from the geographically diversified regional amusement park portfolio, vulnerability to cyclical discretionary consumer spending, seasonality of the operations, and event risk relating to shareholder distributions. Amusement park operators must compete with a wide variety of leisure and entertainment activities to generate consumer interest. Attendance levels are very sensitive to weather conditions and can also be impacted by acts of terrorism, war, or health epidemics. The management team installed in conjunction with the company's emergence from bankruptcy in April 2010 has implemented significant operational improvements to drive dramatic earnings growth. Ongoing initiatives including price increases, fewer discount offerings, higher season pass sales, and increases in all season dining revenue, are expected to continue to contribute to revenue and earnings over the intermediate term. Capital expenditures on new rides such as roller coasters, interactive/dark rides, and virtual reality attractions in addition to international licensing agreements in three different countries are also expected to contribute to EBITDA growth. Moody's continue to expects positive revenue growth in the upcoming season barring unusually heavy rainfall during the peak summer operating season. Six Flags' SGL-3 speculative-grade liquidity rating reflects Moody's expectations that the company will maintain adequate liquidity over the next year. Six Flags had $137 million of cash with no outstanding balance on its $250 million revolver due 2020 (with $20 million in letters of credit) as of Q4 2016. Pro-forma for the transaction the company is expected to have approximately $500 million of cash on the balance sheet and Moody's anticipates a significant portion will be used to fund stock buybacks. Moody's projects that Six Flags will payout approximately $235 million in dividends in 2017 which will consume the bulk of its cash flow generation over the next year and normal off-season cash flow consumption occurs prior to the start of the operating season. The revolver facility is not sufficient to cover a full exercise of the approximate $462 million of partnership puts, although Moody's do not anticipates this to occur. The historical level of put exercises is comfortably manageable within Six Flags existing cash and unused revolver capacity (the highest level was $66 million or $58 million net of partner participation in 2009). Put exercise activity has been minimal over the last several years and was less than $1 million in 2016. The stable rating outlook reflects Moody's expectations that Six Flags will generate low to mid single digit EBITDA growth in 2017 in addition to the roll off of performance award related stock comp which will lead leverage to decline to approximately 5x by the end of the year if weather conditions are favorable. Moody's also believes that the company will take advantage of the restricted payments flexibility in its credit facility to devote cash flow generation to dividends and share repurchases with minimal debt reduction over the next 12-18 months. Positive revenue and EBITDA growth that led to debt to EBITDA leverage being sustained in the low 4xs (as calculated by Moody's) and a more moderate financial policy with reduced prospects of a debt funded share buyback, would lead to positive rating pressure. A good liquidity position would also be required for an upgrade as would the management of dividends and stock repurchases within excess free cash flow. Downward rating pressure could result if acquisitions, cash distributions to shareholders, or declines in attendance and earnings driven by competition or a prolonged economic downturn led to debt-to-EBITDA above 5.5x on a sustained basis. Ratings could also be pressured if liquidity weakens or the company's financial policies become more aggressive. Six Flags Entertainment Corporation (Six Flags), headquartered in Grand Prairie, TX, is a regional amusement park company that operates 18 North American parks. The park portfolio includes 15 wholly-owned facilities (including parks near New York City, Chicago and Los Angeles) - as well as three consolidated partnership parks - Six Flags over Texas (SFOT), Six Flags over Georgia (SFOG), and White Water Atlanta. Six Flags currently owns 53.1% of SFOT and approximately 31% of SFOG/White Water Atlanta. In addition, the company has international licensing agreements in China, Dubai, and Vietnam. The company emerged from chapter 11 bankruptcy protection in April 2010. Revenue including full consolidation of the partnership parks was approximately $1.3 billion in FY 2016. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. SIX FLAGS: S&P Affirms 'BB' CCR; Outlook Stable ----------------------------------------------- S&P Global Ratings said it affirmed its 'BB' corporate credit rating on Grand Prairie, Texas-based Six Flags Entertainment Corp. The outlook is stable. At the same time, S&P assigned its 'BB-' issue-level rating (one notch below the 'BB' corporate credit rating) and '5' recovery rating to Six Flags' proposed $800 million senior unsecured notes due in 2027. S&P also affirmed its 'BB-' issue-level rating and '5' recovery rating to the company's upsized $700 million (including the proposed $400 million add-on) senior unsecured notes due in 2024. The '5' recovery rating reflects S&P's expectation for modest (10%-30%; rounded estimate: 20%) recovery for lenders in the event of a payment default. Six Flags intends to use the proceeds of the proposed debt issuances to repay $800 million in outstanding senior unsecured notes due in 2021, for share repurchases under its current authorization, and its incremental $500 million share repurchase authorization announced today. Recovery prospects for senior unsecured lenders worsened moderately because of the proposed additional amount of unsecured debt in the capital structure, but not enough to lower the '5' recovery rating. S&P also affirmed the 'BBB-' issue-level rating on the company's $250 million revolving credit facility due in 2020 and $545 million term loan due in 2022. The recovery rating on this debt remains '1', indicating S&P's expectation for very high (90%-100%; rounded estimate: 95%) in the event of a payment default. "We affirmed the 'BB' corporate credit rating despite the incremental debt to finance share repurchases because Six Flags had sufficient leverage capacity to accommodate the leveraging impact of the proposed financing," said S&P Global Ratings credit analyst Justin Gerstley. S&P expects adjusted debt to EBITDA in the mid- to high-3x range and FFO to be in the low-20% area through 2018. Over the intermediate term, S&P believes ongoing good operating performance across the company's park portfolio will allow it to maintain debt to EBITDA at a level that represents a good cushion compared to our 4x adjusted debt to EBITDA downgrade threshold. S&P believes the company is committed to its financial policy to return capital to shareholders with free cash flow and to potentially borrow in a manner that keeps debt to EBITDA at 3x-4x. The stable outlook on Six Flags Entertainment Corp. reflects S&P's expectation that good anticipated operating performance and strong liquidity will offset potential future incremental debt to return capital to shareholders, such that adjusted debt to EBITDA will be 3.5x-4x and FFO to debt will be 20%-25% through 2018. SOTO REEFER: Banco Popular to Get 100%, Plus 4.25%, Over 107 Mos. ----------------------------------------------------------------- Soto Reefer Containers, Inc., filed with the U.S. Bankruptcy Court for the District of Puerto Rico a disclosure statement and Chapter 11 plan on March 25, 2017. Class 3 of Non-Governmental General Unsecured Claims include the claim of Banco Popular in the amount of $67,432.25, which consists of a line of credit. The Banco Popular claim will receive interest in the amount $15,460 calculated at a 4.25% annual interest rate over the claim's principal balance over a period of 120 months, for the first 56 months of the Plan. It will receive the principal balance in the amount of $67,432.25 after the first 56 months. The Debtor is proposing to pay this general unsecured claim since the start of the Plan by paying interest during the first 56 months, given it is the Debtor's highest unsecured debt. The Debtor will commence payments to Banco Popular upon confirmation of the Plan (approximately on June 2017) consisting of monthly payments of not less than $180 monthly for the first 52 months, for a total of $9,360 to be paid towards interest. On month 53 of the Plan considering June 2017 as an approximate confirmation date, the payments towards interest will be increased to the amount of $1,760 monthly until the interest of $15,460 is covered. That is in approximately months 53 through 56 of the Plan. After covering the interest of $15,460, the Debtor will commence payments of $1,320 on month 57 towards principal until covered in full. Any remaining amount from month 56 over the $15,460 provided for interest will be paid towards principal as well. The payment of $1,320 will last approximately 51 additional months after commencing on month 57. Class 3 General Non-Governmental Unsecured claim is impaired under the Plan. The funds required to implement the Plan will come from income derived by the Debtor from its continued motel business operation. The Disclosure Statement is available at: http://bankrupt.com/misc/prb16-07602-59.pdf About Soto Reefer Soto Reefer Containers, Inc., manages an electric container rental, transportation, and repair business located at Carr. 3 KM 60.2, Ceiba P.R. 00735. The Debtor's line of business mainly consisted in the transportation of goods in electric containers and the leasing of containers to commercial customers. The Debtor filed a Chapter 11 petition (Bankr. D.P.R. Case No. 16-07602) on Sept. 26, 2016, and is represented by Rosana Moreno Rodriguez, Esq., at Moreno & Soltero Law Office, LLC. SOUNDVIEW ELITE: Unsecureds to Recover 99% Under Liquidation Plan ----------------------------------------------------------------- Corinne Ball, in her capacity as Chapter 11 Trustee of Soundview Elite Ltd., et al., filed with the U.S. Bankruptcy Court for the Southern District of New York a disclosure statement with respect to the Debtors' amended joint plan of liquidation. Class 3 General Unsecured Claims are impaired by the Plan. Each holder of General Unsecured Claims against the designated debtors (Classes 3A-3C) will receive, on or as soon as reasonably practicable after the Effective Date, and from time to time thereafter, 99% of the amount of its allowed claim from the applicable designated debtor's available cash. The Chapter 11 Trustee or the Plan Administrator, as the case may be, will estimate appropriate reserves of cash to be set aside in order to (a) fund the operating reserve and (b) pay or reserve for the payment of expenses which accrued prior to the Effective Date, including fee claims, administrative claims, priority tax claims, other priority claims and secured claims. The reserves will be in the initial amounts of $1,103,188 for Elite Designated, $751,929 for Premium Designated and $937,926 for Star Designated. The reserves will be in cash, subject to change at the Chapter 11 Trustee or Plan Administrator's discretion. Subject to the terms and conditions of the Plan, the Plan Administrator will release available cash, to the extent available, to fund distributions. The cash distributions to be made pursuant to the Plan and the cash necessary to fund reserves for other priority claims against the designated debtors, priority tax claims against the designated debtors, administrative claims against the designated debtors and the operating reserve of the designated debtors will be available from funds realized in connection with past operations of the Designated Debtors and the liquidation of the non-cash assets of the designated debtors, including the liquidation recoveries. The Disclosure Statement is available at: http://bankrupt.com/misc/nysb13-13098-1357.pdf As reported by the Troubled Company Reporter on Feb. 14, 2017, the Chapter 11 filed with the Court a disclosure statement with respect to the Debtor's joint plan of liquidation. That plan provides that each holder of an unsecured claim receive or retain on account of claim property of a value, as of the effective date of the Plan, equal to the allowed amount of the claim or the holder of any claim or interest that is junior to the claims of class will not receive or retain under the Plan. About SoundView Elite Ltd. Six mutual funds originally created by Citco Group of Cos., including Soundview Elite Ltd., filed petitions for Chapter 11 protection on Sept. 24, 2013, in Manhattan to avoid undergoing bankruptcy liquidation in the Cayman Islands, where they are incorporated. The funds are Soundview Elite (Bankr. S.D.N.Y. Case No. 13-13098) Soundview Premium, Ltd. (Case No. 13-13099); Soundview Star Ltd. (Case No. 13-13101); Elite Designated (Case No. 13-13102); Premium Designated (Case No. 13-13103); and Star Designated (Case No. 13-13104). The petitions were signed by Floyd Saunders as corporate secretary. By order dated Oct. 16, 2013, the Court directed that the Debtors' bankruptcy cases be procedurally consolidated and jointly administered. SoundView Elite Ltd. and two similarly named funds were the target of a winding-up petitions in the Cayman Islands filed in August by Citco, which had sold its interest in the funds' manager years before. An investor, who was removed from the funds' board in June, filed a different winding-up petition in August, aimed at three funds created later to hold illiquid assets. The Debtor disclosed $20,703,641 in assets and $16,402,671 in liabilities as of the Chapter 11 filing. The funds said in a court filing their total cash assets of about $20 million are held in the U.S., where the funds are managed. Court papers list the funds' total assets as $52.8 million, against debt totaling $28 million. Judge Robert E. Gerber presides over the U.S. cases. Warren J. Martin, Jr., Esq., Mark J. Politan, Esq., Terri Jane Freedman, Esq., and Rachel A. Segall, Esq., at Porzio, Bromberg & Newman, PC, serve as the Debtors' counsel. CohnReznick LLP serves as financial advisor. Peter Anderson and Matthew Wright, as Joint Official Liquidators of the Debtors, are represented in the U.S. proceedings by John A. Pintarelli, Esq., James J. Beha, II, Esq., William H. Hildbold, Esq., at Morrison & Foerster LLP. The U.S. Trustee solicited for the formation of an official committee of unsecured creditors, but to date one has not been formed. In April 2014, District Judge J. Paul Oetken affirmed the Bankruptcy Court order appointing a Chapter 11 trustee for SoundView Elite Ltd. and its affiliated debtors, and tossed pro se appeals filed by Alphonse Fletcher, Jr., and George E. Ladner, the sole directors of the mutual funds. Stephen Pearson, Esq., at Jones Day serves as counsel for Corinne Ball, the Chapter 11 Trustee. SOUTHCROSS ENERGY: Approves Bonus Agreement with Key Employees -------------------------------------------------------------- On March 27, 2017, Southcross Energy Partners GP, LLC, the general partner of Southcross Energy Partners, L.P., approved separate contingent bonus agreements with a group of individuals which includes key employees, including each of Bruce A. Williamson, Brett M. Allan and Joel D. Moxley. Under such bonus agreements, the "Form of Bonus Agreement", certain individuals and key employees of the Company's General Partner, will be eligible to receive a cash bonus payment in the event of a Change of Control, so long as such employee remains employed by the General Partner as of the Change of Control. The amounts to be paid to such individuals and key employees will be determined by the board of the General Partner in its discretion, including factors as provided in the Form of Bonus Agreement. Accordingly it is not possible at the time of filing of this Form 8-K to determine the amount payable to participants, including the named executive officers listed above. However, the estimated aggregate payment to this group of individuals and key employees as a group pursuant to such contingent bonus agreements is estimated to be between four and eight million dollars and it is contemplated that any payment will be allocated in the ordinary course between the Partnership and Southcross Holdings LP. The full text of the Form of Bonus Agreement is available for free at: https://is.gd/m92CAl About Southcross Energy Partners Southcross Energy Partners, L.P. -- http://www.southcrossenergy.com/-- is a master limited partnership that provides natural gas gathering, processing, treating, compression and transportation services and NGL fractionation and transportation services. It also sources, purchases, transports and sells natural gas and NGLs. Its assets are located in South Texas, Mississippi and Alabama and include four gas processing plants, two fractionation plants and approximately 3,100 miles of pipeline. The South Texas assets are located in or near the Eagle Ford shale region. Southcross is headquartered in Dallas, Texas. * * * As reported by the TCR on April 5, 2016, Standard & Poor's Ratings Services said it lowered its corporate credit and senior secured rating on Southcross Energy Partners L.P. to 'CCC+' from 'B-'. The TCR reported on Jan. 13, 2016, that Moody's Investors Service downgraded Southcross Energy's Corporate Family Rating to 'Caa1' from 'B2'. "Southcross' Caa1 CFR reflects its high financial leverage, limited scale, concentration in the Eagle Ford Shale and our expectation of continued high leverage and challenging industry conditions into 2017," according to the report. SQUARETWO FINANCIAL: Hires Willkie Farr as Counsel -------------------------------------------------- SquareTwo Financial Services Corporation, et al. seek authorization from the U.S. Bankruptcy Court for the Southern District of New York to employ Willkie Farr & Gallagher LLP as counsel, nunc pro tunc to the March 19, 2017 petition date. The Debtors require Willkie Farr to: (a) prepare, on behalf of the Debtors, as debtors in possession, all necessary motions, applications, answers, orders, reports and papers in connection with the administration of these cases; (b) counsel the Debtors with regard to their rights and obligations as debtors in possession in the continued operation of their businesses and the management of their estates; (c) provide the Debtors with advice, represent the Debtors and prepare all necessary documents on behalf of the Debtors in the areas of corporate finance, employee benefits, real estate, tax and bankruptcy law, commercial litigation, debt restructuring and asset dispositions in connection with their restructuring efforts; (d) represent and advise the Debtors in the sale of their business through chapter 11; (e) advise the Debtors with respect to actions to protect and preserve the Debtors’ estates during the pendency of these cases, including the prosecution of actions by the Debtors, the defense of actions commenced against the Debtors, negotiations concerning litigation in which the Debtors are involved and objections to claims filed against the estates; and (f) perform all other necessary or requested legal services in connection with these chapter 11 cases, including, without limitation, any general corporate and litigation legal services. Willkie Farr will be paid at these hourly rates: Matthew A. Feldman, Partner $1,425 Paul V. Shalhoub, Partner $1,350 Adam M. Turteltaub, Partner $1,350 Robin Spigel, Counsel $965 Robert A. Rizzo, Associate $950 Debra C. McElligott, Associate $800 Gabriel Brunswick, Associate $750 Lindsay T. Reed, Associate $625 Derek M. Osei-Bonsu, Law Clerk $380 Partners $995-$1,425 Counsel $965 Associates $330-$965 Paraprofessionals $230-$380 Willkie Farr will also be reimbursed for reasonable out-of-pocket expenses incurred. Matthew A. Feldman, member of Willkie Farr, 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: -- The Debtor discloses the payments received by Willkie Farr from the Debtors prior to the Petition Date. There has been no change in the billing rates, discounts or any other material financial term from the prepetition period to the postpetition period. -- The Debtors have approved a budget and staffing plan for the period of March 19, 2017 through May 31, 2017. The Court will hold a hearing on the application on April 13, 2017, at 2:00 p.m. Objections, if any, are due April 6, 2017, at 4:00 p.m. Willkie Farr can be reached at: Matthew A. Feldman, Esq. Paul V. Shalhoub, Esq. Robin Spigel, Esq. Debra C. McElligott, Esq. WILLKIE FARR & GALLAGHER LLP 787 Seventh Avenue New York, NY 10019 Tel: (212) 728-8000 Fax: (212) 728-8111 About SquareTwo Financial SquareTwo Financial Services Corporation, et al.'s primary business is to acquire, manage, and collect charged-off consumer and commercial accounts receivable, which are accounts that credit issuers have charged off as uncollectible, but that remain owed by the borrower and subject to collection. The Debtors filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 17-10659) on March 19, 2017. The Debtors are represented by Matthew A. Feldman, Esq., Paul V. Shalhoub, Esq., Robin Spigel, Esq., and Debra C. McElligott, Esq., at Willkie Farr & Gallagher LLP, in New York. The Debtors' CCAA Counsel is D.J. Miller, Esq., Asim Iqbal, Esq., and Mitch Grossell, Esq., at Thornton Grout Finnigan LLP, in Toronto, Ontario. The Debtors' Restructuring Advisor is Alixpartners, LLP; Investment Bankers are Keefe, Bruyette & Woods, Inc., and Miller Buckfire & Co. The Debtors' Claims and Noticing Agent is Prime Clerk LLC. At the time of filing, the Debtors had estimated assets of $100 million to $500 million and estimated debts of $100 million to $500 million. The petition was signed by J.B. Richardson, Jr., authorized signatory. STEINY AND COMPANY: Allowed to Use IRS Cash Collateral Until June 2 ------------------------------------------------------------------- U.S. Bankruptcy Judge Julia W. Brand for the Central District of California approved a second stipulation between Steiny and Company, Inc. and the Internal Revenue Service on the continued use of cash collateral, until June 2, 2017. The Debtor is authorized to use the IRS' cash collateral through and including June 2, 2017, in accordance with all the terms stated in the Second Stipulation. A full-text copy of the Order, dated March 24, 2017, is available at https://is.gd/uujB2f About Steiny and Company Steiny and Company, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 16-25619) on Nov. 28, 2016. The petition was signed by Vincent P. Mauch, chief financial officer. The case is assigned to Judge Julia W. Brand. At the time of the filing, the Debtor estimated its assets and debts at $10 million to $50 million. The Debtor tapped Ron Bender, Esq., Jacqueline L. James, Esq., and Lindsey L. Smith, Esq., at Levene, Neale, Bender, Yoo & Brill LLP, as bankruptcy counsel and Edward Barron, Esq. and Barron & Associates as special counsel. The Debtor hired Consortium Finance Securities, LLC and Craft Partners, LLC as financial advisors and investment bankers. U.S. Trustee Peter C. Anderson on Dec. 22, 2016, appointed three creditors of Steiny and Company, Inc., to serve on the official committee of unsecured creditors. The committee members are: (1) Walters Wholesale Electric; (2) Karish Electronics; and (3) Smithson Electric. The Committee retained Scott E. Blakeley, Esq. and Ronald Clifford, Esq. at Blakeley LLP as its counsel. SUBURBAN PROPANE: S&P Revises Outlook to Neg. & Affirms 'BB-' CCR ----------------------------------------------------------------- S&P Global Ratings said it revised its rating outlook on Suburban Propane Partners to negative from stable. S&P also affirmed its 'BB-' corporate credit rating on Suburban. In addition, S&P affirmed its 'BB-' issue-level rating on Suburban's senior unsecured notes. The recovery rating on the senior unsecured notes remains '4', indicating S&P's expectation of average (30%-50%, rounded estimate: 40%) recovery in the event of a payment default. "The negative outlook on Suburban Propane Partners L.P. reflects our expectation that adjusted debt to EBITDA will exceed 5x over the next 12 months," said S&P Global Ratings credit analyst Jacqueline Fay. "In addition, we expect the partnership to have constrained liquidity given that it will have little cushion on its credit facility covenants." S&P could lower the ratings if winter 2017-2018 is in line with the previous two winters, which will result in continued tight liquidity and sustained adjusted debt to EBITDA of about 5x. S&P could also lower the rating if it expects distribution coverage to remain negative in 2018. S&P could revise Suburban's outlook to stable if adjusted debt to EBITDA falls below 5x on a sustained basis, in addition to liquidity returning to adequate and distribution coverage above 1x. SUNEDISON INC: Unsecured Creditors' Recovery Unknown Under Plan --------------------------------------------------------------- SunEdison, Inc., et al., filed with the U.S. Bankruptcy Court for the Southern District of New York a joint Chapter 11 plan of reorganization and accompanying disclosure statement envisions (a) the Debtors' continued ownership of certain shares in Terraform Power, Inc., under Brookfield Asset Management, Inc., sponsorship, (b) the Debtors' receipt of some cash from the sale of certain of their shares in TERP, and (c) the Debtors' sale of their interests in Terraform Global, Inc. As of March 28, the approximate aggregate value of sub-clauses (a), (b), and (c) will be more than $800 million. Distributions under the Plan will be made from a combination of equity in Reorganized SUNE, interests in the GUC/Litigation Trust, Cash on hand, Cash from proceeds received through the Rights Offering (in the TERP Share Election Alternative only), and cash received from the Jointly Supported Transactions. As contemplated by the Committee DIP Settlement, the GUC/Litigation Trust will be established for the benefit of Holders of General Unsecured Claims and seeded with $10 million minus any amounts previously incurred by the Creditors' Committee in connection with the lien challenge investigation and incurred in connection with the investigation and prosecution of GUC/Litigation Trust Causes of Action. The GUC/Litigation Trust will function as a vehicle to distribute potential value from these assets: (a) GUC/Litigation Trust Causes of Action, including certain Avoidance Actions but not including any actions against (i) the YieldCos and (ii) the Prepetition Secured Parties); (b) 10% of net asset sale proceeds in excess of $175 million received from certain Debtors that were not obligors under the Debtors' prepetition secured obligations; (c) proceeds of the consideration received from the Jointly Supported Transactions allocated to Avoidance Actions against the YieldCos; this amount is currently the subject of the Debtors' motion to approve the YieldCo Settlements, which was filed on March 10, 2017, and supplemented on March 24, 2017; (d) Available D&O Insurance Proceeds recovered by the Creditors' Committee or the GUC/Litigation Trust as a result of certain Estate Causes of Action brought by the Creditors' Committee or the GUC/Litigation Trust against the Debtors' directors and officers; (e) the GUC-Settlement Consideration; and (f) Other assets transferred to the GUC/Litigation Trust in accordance with the Plan. As of March 27, 2017, these principal amounts remained outstanding under the DIP Facility: DIP Term Loans $239,114,773.08 Tranche A-1 Roll-Up Loans $145,342,368.21 Tranche A-2 Roll-Up Loans $89,680,630.29 Tranche B Roll-Up Loans23 $350,000,000.00 L/C Outstandings - Unreimbursed Amounts/ L/C Borrowings incurred postpetition $79,076,438.97 L/C Outstandings - Undrawn Letters of Credit $87,374,050.24 The DIP Facility matures on April 26, 2017. The Debtors are currently in the process of negotiating and finalizing an amended and restated DIP Facility that will be in an amount necessary to refinance the DIP Term Loan Claims, the Tranche A-1 Roll-Up Loan Claims, the Tranche A-2 Roll-Up Loan Claims, and the portion of the Tranche B Roll-Up Claims that are pari passu with the Tranche A-1 Roll-Up Loan Claims. This amended and restated DIP Facility will likely have a one-year maturity and a slightly lower interest rate than the current DIP Term Loan Claims. Tiffany Kary and Brian Eckhouse, writing for Bloomberg News, reported that SunEdison Inc. sees a possibility for life after bankruptcy even as its unsecured creditors have threatened to upend a reorganization plan. According to the report, the clean energy giant, which said after its April bankruptcy that it was toggling between a wind-down or a reorganization, announced the rough terms of a restructuring. Its unsecured creditors have said they intend to dispute a settlement that's key to the plan at an upcoming trial however, raising questions about whether the company added any value for its business or lenders after a year in Chapter 11, the report related. The SunEdison plan, which comes after the piecemeal sale of more than $1 billion of assets including wind and solar farms, would split the company into a new, publicly traded unit and a trust to pursue lawsuits, the report said. It's ability to pull off the reorganizing still hangs in the balance, hinging on Brookfield Asset Management Inc.'s deals to buy its two yieldcos, which in turn rests on a settlement that still needs court approval, the report added. "They're not coming back as anything material, just the rump or shadow of their former self," Swami Venkataraman, a New York-based analyst at Moody's Investors Service, said in an interview with Bloomberg, noting the significant whittling down of the company through major sales such as that to a unit of NRG Energy Inc. A full-text copy of the Disclosure Statement dated March 28, 2017, is available at: http://bankrupt.com/misc/nysb16-10992-2672.pdf Agreements with TerraForm Power On March 6, 2017, TerraForm Power, Inc. entered into a Merger and Sponsorship Transaction Agreement with Orion US Holdings 1 L.P., a Delaware limited partnership, ("Sponsor"), and BRE TERP Holdings Inc., a Delaware corporation and a wholly-owned subsidiary of Sponsor ("TERP Merger Sub"), providing for the merger of TERP Merger Sub with and into TerraForm Power (the "TERP Merger"), with TerraForm Power as the surviving corporation in the TERP Merger in which Sponsor will hold a 51% interest. In connection with the TERP Merger, SunEdison, Inc. executed and delivered a voting and support agreement by and among the Company, Sponsor, BRE TERP Holdings Inc., SunEdison Holdings Corporation, SUNE ML1, LLC and TerraForm Power, pursuant to which it agreed to vote or cause to be voted any shares of TerraForm Power held by it or any of its controlled affiliates in favor of the TERP Merger and to take certain other actions to support the consummation of the Transactions. On March 6, 2017, the Company also entered into a Settlement Agreement by and among the Company, TerraForm Power, TerraForm Power, LLC ("TERP LLC"), TerraForm Power Operating, LLC, and the other parties named therein pursuant to which the Company will exchange, effective as of immediately prior to the record time for the Special Dividend, all of the Class B Units of TERP LLC held by it or any of its controlled affiliates for 48,202,310 Class A Shares (the "TERP Exchange"). As a result of and following completion of the TERP Exchange, all of the issued and outstanding shares of Class B common stock, par value $0.01 per share, of TerraForm Power will be redeemed and retired. TerraForm Power will also authorize and issue to the Company a number of additional Class A Shares such that, immediately prior to the effective time of the TERP Merger, the Company will hold an aggregate number of Class A Shares equal to 36.9% of TerraForm Power's outstanding Class A Shares (on a fully diluted basis). The TERP Settlement Agreement also provides for reciprocal releases of claims among the Company and certain of its subsidiaries, on the one hand, and TerraForm Power and certain of its subsidiaries upon the Settlement Effective Time. In addition, also as part of the settlement, the Company agreed to deliver the outstanding incentive distribution rights of TERP LLC (the "IDRs") held by the Company or certain of its affiliates to Brookfield Asset Management Inc. ("Brookfield"). In connection therewith, concurrently with the execution and delivery of the Transaction Agreement, TerraForm Power, TERP LLC, BRE Delaware, Inc. (the "Brookfield IDR Holder") and the Company and certain of its affiliates have entered into an Incentive Distribution Rights Transfer Agreement (the "IDR Transfer Agreement"), pursuant to which certain affiliates of the Company will transfer all of the IDRs to Brookfield IDR Holder immediately after the effective time of the TERP Merger on the terms and conditions set forth in the IDR Transfer Agreement. Closing of the TERP Merger is subject to certain additional conditions, including the adoption of the Transaction Agreement by each of the holders of (i) a majority of the total voting power of the outstanding TERP Shares entitled to vote on the TERP Merger (including TERP Shares held by the Company, Sponsor and their respective affiliates) and (ii) a majority of the total voting power of the outstanding TERP Shares entitled to vote on the TERP Merger (excluding TERP Shares held by the Company, Sponsor and their respective affiliates), the expiration or early termination of the waiting period applicable to consummation of the TERP Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the entry by the United States Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court") of orders authorizing and approving the entry by the Company (and if, applicable, the Company's debtor affiliates) into the TERP Settlement Agreement, the TERP Voting and Support Agreement and certain other agreements entered into in connection with the TERP Merger or the other Transactions to which the Company or any other debtor will be a party, certain other regulatory approvals and other customary closing conditions. Agreements with TerraForm Global On March 6, 2017, TerraForm Global, Inc., entered into an Agreement and Plan of Merger (the "Merger Agreement") with Sponsor and BRE GLBL Holdings Inc., a Delaware corporation and wholly owned subsidiary of Sponsor ("GLBL Merger Sub"), providing for the merger of GLBL Merger Sub with and into TerraForm Global (the "GLBL Merger"), with TerraForm Global surviving as a wholly owned subsidiary of Sponsor. In connection with the GLBL Merger, the Company and certain of its affiliates executed and delivered a voting and support agreement with Brookfield and TerraForm Global (the "GLBL Voting and Support Agreement") pursuant to which it agreed to vote or cause to be voted any shares of TerraForm Global (each, a "GLBL Share" and, collectively, the "GLBL Shares") held by it or any of its controlled affiliates in favor of the GLBL Merger and to take certain other actions to support the consummation of the GLBL Merger and the other transactions contemplated by the Merger Agreement. The Company also entered into a settlement agreement with TerraForm Global, TerraForm Global LLC ("GLBL LLC") and TerraForm Global Operating, LLC (the "GLBL Settlement Agreement") pursuant to which the Company and TerraForm Global released all intercompany claims in connection with the Company's bankruptcy (with certain exceptions). In consideration for such release, the Company will exchange, effective as of immediately prior to the effective time of the GLBL Merger, all of the Class B Units of GLBL LLC held by it or any of its controlled affiliates for a number of Class A Shares equal to 25% of the issued and outstanding Class A Shares (on a fully diluted basis) measured as of immediately prior to the effective time of the GLBL Merger (the "GLBL Exchange"). As a result of and following completion of the GLBL Exchange, all of the issued and outstanding shares of Class B common stock, par value $0.01 per share, of the Company will be redeemed and retired and all issued and outstanding IDRs (as defined in the Merger Agreement) will be cancelled. Closing of the GLBL Merger is subject to certain other conditions, including the adoption of the Merger Agreement by each of the holders of (i) a majority of the total voting power of the outstanding GLBL Shares entitled to vote on the GLBL Merger (including GLBL Shares held by the Company, Sponsor and their respective affiliates) and (ii) a majority of the total voting power of the outstanding GLBL Shares entitled to vote on the GLBL Merger (excluding GLBL Shares held by the Company, Sponsor and their respective affiliates), the expiration or early termination of the waiting period applicable to consummation of the GLBL Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, receipt of certain regulatory approvals, and the entry by the Bankruptcy Court of orders authorizing and approving the entry by the Company (and if, applicable, the Company's debtor affiliates) into the GLBL Settlement Agreement, the GLBL Voting and Support Agreement and certain other agreement entered into in connection with the GLBL Merger or the other transactions contemplated by the Merger Agreement to which the Company or any other debtor will be a party. About SunEdison, Inc. SunEdison, Inc. (OTC PINK: SUNEQ), is a developer and seller of photovoltaic energy solutions, an owner and operator of clean power generation assets, and a global leader in the development, manufacture and sale of silicon wafers to the semiconductor industry. On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos. 16-10991 to 16-11017). Martin H. Truong, the senior vice president, general counsel and secretary, signed the petitions. The Debtors disclosed total assets of $20.7 billion and total debt of $16.1 billion as of Sept. 30, 2015. The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as counsel, Togut, Segal & Segal LLP as conflicts counsel, Rothschild Inc. as investment banker and financial advisor, McKinsey Recovery & Transformation Services U.S., LLC, as restructuring advisors and Prime Clerk LLC as claims and noticing agent. The Debtors employed PricewaterhouseCoopers LLP as financial advisors; and KPMG LLP as their auditor and tax consultant. SunEdison also has tapped Eversheds LLP as its special counsel for Great Britain and the Middle East. Cohen & Gresser LLP has also been retained as special counsel. The Debtors retained Ernst &Young LLP to provide tax-related services. Keen-Summit Capital Partners LLC has been hired as real estate advisor. Binswanger of Texas, Inc. also has been retained as real estate agent. Sullivan & Cromwell LLP serves as counsel to TerraForm Power, Inc., and TerraForm Global, Inc. An official committee of unsecured creditors has been appointed in the case. The Committee tapped Weil, Gotshal & Manges LLP as its general bankruptcy counsel and Morrison & Foerster LLP as special counsel. Togut, Segal & Segal LLP and Kobre & Kim LLP serve as conflicts counsel. Alvarez & Marsal North America, LLC, serves as the Committee's financial advisors. Counsel to the administrative agent under the Debtors' prepetition first lien credit agreement are Richard Levy, Esq., and Brad Kotler, Esq., at Latham & Watkins. Counsel to the administrative agent under the postpetition DIP financing facility are Scott Greissman, Esq., and Elizabeth Feld, Esq. at White & Case LLP. Counsel to the Tranche B Lenders (as defined in the DIP credit agreement) and the steering committee of the second lien creditors are Arik Preis, Esq., and Naomi Moss, Esq., at Akin Gump Strauss Hauer & Field, LLP. Counsel to the administrative agent under the Debtors' prepetition second lien credit agreement is Daniel S. Brown, Esq., at Pillsbury Winthrop Shaw Pittman LLP. The collateral trustee under the Debtors' prepetition second lien credit agreement and the indenture trustee under each of the Debtors' outstanding bond issuances, is represented by Marie C. Pollio, Esq., at Shipman & Goodwin LLP. Counsel to the ad hoc group of certain holders of the Debtors' convertible senior notes is White & Case LLP's Tom Lauria, Esq. TALEN ENERGY: Moody's Rates Proposed Sr. Secured Term Loan 'Ba1' ---------------------------------------------------------------- Moody's Investors Service downgraded approximately $823 million of Talen Energy Supply, LLC's (Talen) senior unsecured guaranteed debt including about $592 million of notes due in 2025, and about $231 million of tax-exempt revenue bonds. At the same time, Moody's affirmed Talen's B1 corporate family rating, its B1-PD probability of default (PD), its Ba1 senior secured rating, and the B3 rating on its senior unsecured, nonguaranteed debt. Talen's speculative grade liquidity rating (SGL) has been affirmed at SGL-2, and the outlook remains stable. The rating action is a result of Talen's announced liability management program, which includes a plan to prepay approximately $900 million of unsecured non-guaranteed debt maturing in 2018, 2019 and 2021 with proceeds from a new $400 million seven year senior secured term loan and approximately $500 million of new five year unsecured guaranteed notes. Concurrent with action, Moody's assigned a Ba1 rating to the proposed senior secured term loan, and a B1 rating to the proposed guaranteed notes. RATINGS RATIONALE The downgrade of Talen's senior unsecured guaranteed notes is driven by a shift in Talen's capitalization structure, which will now include a larger percentage of higher ranking senior secured debt, and a smaller portion of lower ranking senior unsecured nonguaranteed debt. Upon closing of the proposed financing, the guaranteed notes will make up the preponderance of Talen's recourse debt, and the rating on these issues will be the same as its B1 CFR. Talen's B1 CFR is driven by the inherent volatility of the merchant power markets in which it operates and the current weak conditions in those markets. The rating reflects the increased leverage and reduced financial flexibility that resulted from the company's December 2016 use of almost all of its balance sheet cash to effect a take-private merger with an affiliate of Riverstone Holdings LLC (Riverstone, not rated). Although Moody's views management's current pro-active approach to its upcoming maturity ladder as credit positive, and Moody's expects Talen will be able to successfully execute its liability management program, the use of secured/guaranteed debt to replace unsecured obligations as an enticement for the new lenders has resulted in a downgrade of the company's existing guaranteed debt obligations. Based on current market conditions, Moody's anticipates Talen's ratio of cash from operations excluding changes in working capital (CFO pre-W/C) to total debt will generally remain near 10%, which is commensurate with the "B" scoring range in Moody's rating methodology for unregulated power companies. Moody's standard CFO pre-W/C to debt calculation reflects GAAP accounting treatment for nuclear fuel, which is capitalized and then depreciated over time. To ensure comparability with other generators who do not capitalize a portion of their fuel costs, Moody's also calculate the ratio assuming nuclear fuel is an operating expense. Using this approach, the ratio would be about 200 basis points lower. The rating also considers the quality and diversity of Talen's generation assets, and free cash flow to debt metrics under 5%, which is weaker than those of its "Ba" rated merchant generating peers. Approximately 70% of Talen's 16 GW generating portfolio is concentrated in the PJM Interconnection (PJM, Aa2 stable) region while another 3% is located in the New England ISO. Generators in these balancing areas benefit from transparent and competitive markets for the sale of energy and capacity and visibility of capacity revenues up to three years forward. On the other hand, Talen's PJM portfolio is heavily weighted toward coal and nuclear assets, which as a result of their higher fixed cost structure, are more susceptible to margin compression as a result of lower power prices. Management has been making progress in reducing costs, which has worked as an offset to persistently low wholesale market prices for energy and capacity in its regions. Continued focus in this area will be a key factor in maintaining credit metrics at or above their current levels. Liquidity Talen has an adequate liquidity position. As of year-end 2016, the company has about $135 million of unrestricted cash on its balance sheet and Moody's expects it to remain slightly free cash flow positive over the next 12-18 months. Talen's external sources of liquidity include secured revolving credit facilities totaling about $1.3 billion (just reduced from $1.4 billion), that terminate in June 2020 and June 2022. Talen's nearest long-term debt maturities include $400 million of notes due May 2018, and approximately $1.2 billion due in July of 2019. As noted, Talen is in the process of refinancing approximately $900 million of these obligations with debt that will become due in 2022 and 2024. Talen's current capital program does not require extensive use of its credit facilities, and as of December 31, 2016, there were no borrowings outstanding under the facility. In addition, Talen has a $1.3 billion secured trading facility that can be used to satisfy collateral posting needs, as of December 31, 2016 approximately $21 million was utilized. Talen's extended credit facility includes one financial covenant, a maximum senior secured net leverage ratio of 4.25x (just reduced from 4.5x). The leverage covenant compares Talen's secured recourse debt (which consists entirely of the credit facility, the existing $600 million term loan, and the new $400 million term loan) to consolidated EBITDA (as defined in the agreement); as of December 31, 2016, Moody's estimates the covenant ratio to be about 0.55x; pro-forma for the refinancing, Moody's estimates the ratio would be about 1.1x. Draws under the credit facility require representations of no material adverse change. Financing Structure All of Talen's secured term loan and revolving credit lenders benefit from guarantees and first lien security interests from all of Talen's material subsidiaries with the exception of the gas-fired MACH Gen, LLC assets (Athens, Millennium and Harquahala) acquired in late 2015. The existing $600 million secured term loan amortizes 1% per annum and requires mandatory prepayments equal to 50% of excess cash flow when the senior secured leverage ratio is greater than 3.25x; reducing to 25% of excess cash flow when the ratio is greater than 2.25x and 0% when the ratio is less than 2.25x. The new $400 million secured term loan will have an amortization that escalates from 1.5% in year one to 3.5% in year seven, and in years 1-4, will require mandatory repayments equal to 50% of excess cash flow when the senior secured leverage ratio is greater than 3.0x. Post refinancing Moody's estimates the senior secured net debt ratio would be about 1.1x. There are no financial covenants. There are limitations on additional liens, but with significant allowances and carve outs. For example incremental secured debt is allowed as long as the total pro-forma amount of secured debt and revolving credit facilities fit within a basket sized at 3x twelve month trailing consolidated EBITDA (as defined in the agreement) plus the greater of $300 million or 3% of consolidated total assets. As of December 2016, the basket size is estimated at about $3.2 billion, resulting in $1.2 billion of capacity. Post-closing of the new term loan, the basket size would be reduced to about $800 million. The new guaranteed notes will be guaranteed by the subsidiaries backing Talen's secured term loans and revolving credit facilities (which exclude the MACH Gen, LLC entities) and which currently provide guarantees to its $600 million 6.5% notes due 2025, as well as about $231 million of outstanding Pennsylvania Economic Development Financing Authority revenue bonds. Moody's views the guaranteed debt as having a higher priority of payment, and better recovery prospects, vis-a-vis the remaining unsecured obligations in the event of a potential bankruptcy, and rank them accordingly in the liability waterfall used in Moody's loss given default framework. As a result, ratings of the guaranteed debt are higher than the ratings of the unsecured unguaranteed bonds. Talen's capital structure includes approximately $577 million of non-recourse debt assumed at MACH Gen LLC. The debt is includes a term loan with an approximate $469 million balance and a $108 million revolving credit balance and is secured by the 2.5 MW gas-fired MACH Gen assets which are located in New England, New York and Arizona. Following a Q4 2016 write-down, the book value of the MACH Gen assets is approximately equivalent to the amount of non-recourse debt outstanding. These assets are not expected to contribute meaningful cash flow to Talen, Talen does not intend to contribute additional capital to them, and they are not included in the liability waterfall used in Moody's loss given default framework. Rating Outlook The stable outlook considers the company's updated capital structure and its ongoing cost savings efforts. The outlook reflects Moody's expectation that over the near to medium term Talen will demonstrate cash flow credit metrics that are appropriate for the B1 CFR. For example, Moody's expects a ratio of CFO pre-W/C to debt in the range of 10%, or 8% counting nuclear fuel as a cash expense, and Moody's expects the company to remain slightly free cash flow positive. Factors that Could Lead to an Upgrade It is not likely the corporate family rating would move upward over the next 12-18 months. Longer term, if the ratio of CFO pre-W/C to debt were to be maintained in the mid-teens, there could be upward pressure on the rating. Factors that Could Lead to a Downgrade If there were to be an increase in leverage, operational challenges, or declines in commodity prices such that Moody's would expects the ratio of CFO pre-W/C to debt to remain below 7%, or the company to remain free cash flow negative, there could be downward pressure on Talen's corporate family rating. If there were to be refinancings that replace unsecured debt with a material amount of additional secured or guaranteed debt, there could be pressure on the ratings of the secured or guaranteed notes. Affirmations: Issuer: Talen Energy Supply, LLC -- Corporate Family Rating, Affirmed B1 -- Probability of Default Rating, Affirmed B1-PD -- Speculative Grade Liquidity Rating, Affirmed SGL-2 -- Senior Secured Bank Credit Facility, Affirmed Ba1, LGD2 -- Senior Unsecured Regular Bond/Debenture, Affirmed B3, LGD5 Downgrades: Issuer: Talen Energy Supply, LLC -- Guaranteed Senior Unsecured Regular Bond/Debenture, Downgraded to B1, LGD3 from Ba3, LGD3 Issuer: Pennsylvania Economic Dev. Fin. Auth. -- Guaranteed Senior Unsecured Revenue Bonds, Downgraded to B1, LGD3 from Ba3, LGD3 Assignments: Issuer: Talen Energy Supply, LLC -- Senior Secured Bank Credit Facility, Assigned Ba1, LGD2 -- Guaranteed Senior Unsecured Regular Bond/Debenture, Assigned B1, LGD3 Outlook Actions: Issuer: Talen Energy Supply, LLC -- Outlook, Remains Stable Talen is an independent power producer with about 16 GW of generating capacity. Talen Energy Corporation, headquartered in Allentown, PA, is a privately owned holding company that owns 100% of Talen and conducts all its business activities through Talen. TALEN ENERGY: S&P Assigns 'BB' Rating on New $400MM Secured Loan ---------------------------------------------------------------- S&P Global Ratings, on March 30, 2017, said it has assigned its 'BB' issue-level rating to Talen Energy Supply LLC's new $400 million senior secured term loan due 2024 and its 'BB-' rating to the company's $500 million guaranteed unsecured notes due 2022. The recovery rating on the term loan is '1', reflecting S&P's expectation of very high (90%-100%; rounded estimate: 95%) recovery in the event of a default. The recovery rating on the notes is '2', reflecting S&P's expectation of substantial (70%-90%; rounded estimate: 85%) recovery in the event of default. S&P's 'B+' issuer credit rating and negative rating outlook on Talen are unchanged. S&P expects the company to use the issuance proceeds to pay down maturities due in 2018 and 2019. S&P recently revised its rating outlook on Talen to negative as a result of headwinds facing the unregulated power industry. S&P also lowered its unsecured rating at that time based on weaker recovery, stemming partially from an expectation of refinancing with secured and guaranteed debt. Talen Energy Corp. (the parent of the issuer) is an independent power producer (IPP) that owns about 16 gigawatts of generation, spread across five regional transmission organizations, but it is largely concentrated in the Pennsylvania-Jersey-Maryland Interconnection. Like other IPPs, it faces near-term risks around gas pricing and power demand growth, both of which contributed to weaker-than-expected metrics in 2016. Ratings List Talen Energy Supply LLC Issuer Credit Rating B+/Negative/-- New Rating Talen Energy Supply LLC $400 mil term loan B due 2024 BB Recovery rating 1(95%) $500 mil unsecured notes due 2022 BB- Recovery rating 2(85%) TALEN ENERGY: S&P Revises Outlook to Neg. & Affirms 'B+' ICR ------------------------------------------------------------ S&P Global Ratings, on March 29, 2017, said it revised its rating outlook on Talen Energy Supply LLC to negative from stable and affirmed its 'B+' issuer credit rating on the company. S&P also lowered its issue-level rating on the company's unsecured, nonguaranteed notes to 'B' from 'B+' and revised the recovery rating on the notes to '5' from '4' (10%-30%; rounded estimate: 10%). The '5' recovery rating reflects S&P's expectation of modest (10%-30%; rounded estimate: 10%) recovery in the event of default. The 'BB' issue-level rating and '1' recovery rating on the company's secured debt are unchanged. The '1' recovery rating reflects S&P's expectation of very high (90%-100%; rounded estimate: 95%) recovery in the event of default. The 'BB-' issue-level rating and '2' recovery rating on the guaranteed unsecured obligations are unchanged. The '2' recovery rating reflects S&P's expectation of substantial (70%-90%; rounded estimate: 85%) recovery in the event of default. "Based on the current portfolio assets, we expect the enterprise company to maintain adjusted debt to EBITDA at well over 5.5x during the next two years, based on our assumptions about commodity pricing and capital structure under the new ownership structure," said S&P Global Ratings credit analyst Michael Ferguson. "We anticipate some leverage reduction in 2018 as the company pursues cost-cutting measures." S&P could lower the ratings if debt to EBITDA remains elevated during the next year and does not come below 5.5x in S&P's forecast, or if free cash flow metrics decline more sharply than expected. This would likely stem from some combination of softer energy markets brought on by lower gas prices and less robust capacity markets in PJM, as well as weakened efficiency and availability at key plants. Further, unexpected debt issuances could contribute to this effect. While not likely over the next year, S&P could take positive ratings action if financial measures improve, such that debt to EBITDA remains consistently below 5x. This would likely result from an effort to reduce debt somewhat, as well as a more robust and incentive-laden capacity market. Given its high-performing portfolio and wide geographic swath, Talen could be in a good position to take advantage of such secular changes. TERRACE MANOR: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Terrace Manor, LLC 7605 Arlington Road, Suite 250 Bethesda, MD 20814 Case No.: 17-00175 Nature of Business: The Debtor is a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). Its principal asset is located at 3341-3353 23rd Street SE Washington, DC 20020. Sanford Capital, LLC, is the 100% owner of the Company. Chapter 11 Petition Date: March 30, 2017 Court: United States Bankruptcy Court District of Columbia (Washington, D.C.) Judge: Hon. Martin S. Teel, Jr. Debtor's Counsel: Brent C. Strickland, Esq. WHITEFORD, TAYLOR, & PRESTON L.L.P. Seven Saint Paul Street Baltimore, MD 21202-3324 Tel: (410) 347-8700 E-mail: bstrickland@wtplaw.com - and - Christopher A. Jones, Esq. WHITEFORD, TAYLOR, & PRESTON L.L.P. 3190 Fairview Park Drive, Suite 300 Falls Church, Virginia 22042 Tel: 703.280.9263 Fax: 703.280.894 E-mail: cajones@wtplaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Carter A. Nowell, managing member of Sanford Capital LLC. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/dcb17-00175.pdf THRU INC: Seeks Interim Authorization on Cash Collateral Use ------------------------------------------------------------ Thru, Inc., seeks authorization from the U.S. Bankruptcy Court for the Northern District of Texas for the interim use of cash collateral to the extent necessary to avoid immediate and irreparable harm to its estate. Among other things, the Debtor has ongoing obligations to pay for employee payroll and benefits, rent, insurance, and other expenses necessary to continue the uninterrupted operation of its business. Thus, it is essential that the Debtor immediately instill its vendors, suppliers, service providers, and customers with confidence in its ability to transition its business smoothly through the chapter 11 process and to operate normally in that environment. Initially, the Debtor borrowed $615,000 from Lee Harrison, Eliza Jayne McCoy, and Roderic Holliday-Smith, and prior to the Petition Date, said Lenders provided the Debtor with two additional advances: in the amounts of $100,000 and $150,000, respectively. The Debtor believes that the Lenders claim an interest in various types of the Debtor's property that would constitute cash collateral, including revenue derived from the operation of its business To the extent of any diminution in the value of the Lenders' interest in the cash collateral, the Debtor proposes to provide the Lenders with replacement liens and security interest in all collateral acquired by the Debtor after the Petition Date in the same nature, extent, priority, and validity that the Lenders' liens had on the Petition Date. In addition, the Debtor proposes to provide the Lenders with superpriority administrative expense claim to the extent the Replacement Liens are insufficient to provide adequate protection against the diminution in value of the Lenders' interest in any collateral resulting from the Debtor's use of cash collateral. A full-text copy of the Debtor's Motion, dated March 24, 2017, is available at https://is.gd/cuKYOU About Thru, Inc. Thru, Inc. -- http://www.thruinc.com/-- provides enterprise file sharing and collaboration to help organizations exchange large files and content securely across the globe. Thru, Inc., has strategic partnerships with Rackspace, Microsoft, Salesforce, VMware, IBM, Cleo, Servcorp, Symantec, HCL, and Citrix. The company was formerly known as Rumble Group and changed its name to Thru, Inc. in February 2006. Thru, Inc. was founded in 2002 and is based in Irving, Texas with additional offices in San Jose, California; Sydney, Australia; and London, United Kingdom. On March 8, 2017, the U.S. District Court for the Northern District of California entered an order awarding $2.3 million in attorney's fees in favor of Dropbox, Inc., arising from litigation between the Debtor and Dropbox that was commenced in 2015. To preserve the value of its assets and restructure its financial affairs following entry of that judgment, Thru, Inc., filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 17-31034) on March 22, 2017. The petition was signed by Lee Harrison, CEO. At the time of filing, the Debtor had assets and liabilities estimated at $1 million to $10 million. Judge Stacey G. Jernigan is the case judge. Keith Miles Aurzada, Esq., and Michael P. Cooley, Esq. at Bryan Cave LLP, is serving as bankruptcy counsel to the Debtor, with Keith Miles Aurzada, Esq., and Michael P. Cooley, Esq., leading the engagement. An official committee of unsecured creditors has not been appointed in the case, and no trustee or examiner has been requested or appointed in the case. TWIN PONDS: Taps Drescher & Associates as Legal Counsel ------------------------------------------------------- Twin Ponds Duck Club, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Maryland to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire Drescher & Associates, P.A. to give legal advice regarding its duties under the Bankruptcy Code, assist in the preparation of a plan of reorganization, and provide other legal services. Ronald Drescher, Esq., the attorney designated to represent the Debtor, will charge an hourly rate of $350. Mr. Drescher, president of Drescher & Associates, 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: Ronald J. Drescher, Esq. Drescher & Associates, P.A. 4 Reservoir Circle, Suite 107 Baltimore, MD 21208 Phone: (410) 484-9000 Fax: (410) 484-8120 Email: rondrescher@drescherlaw.com About Twin Ponds Duck Club Based in Centreville, Maryland, Twin Ponds Duck Club Inc., a manufacturer of Kayak Dock, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 17-14275) on March 28, 2017. The petition was signed by Abram G. Hopper III, president. The case is assigned to Judge Thomas J. Catliota. At the time of the filing, the Debtor estimated assets of $1 million to $10 million and liabilities of less than $1 million. ULTIMATE AVT: To Pay Unsecureds $500 Per Month for Five Years ------------------------------------------------------------- Ultimate AVT, Inc., filed with the U.S. Bankruptcy Court for the Northern District of Texas a disclosure statement dated March 22, 2017, referring to the Debtor's plan of reorganization. Class 6 Allowed Unsecured Claims are impaired. The allowed claims of unsecured creditors will share pro rata in the unsecured creditor's pool. The Debtor will pay $500 per month for a period of 60 months into the Unsecured Creditors Pool. The Unsecured Creditors will be paid quarterly on the last day of each calendar quarter. Payments to the Unsecured Creditors will commence on the last day of the first full calendar quarter after the Effective Date. The Class 6 creditors are impaired under this Plan. The Debtor anticipates using the on-going business income of the Debtor to fund the Plan. All payments under the Plan will be made through the disbursing agent. The Disclosure Statement is available at: http://bankrupt.com/misc/txnb16-34140-39.pdf About Ultimate AVT Ultimate AVT, Inc., is a Texas corporation which operates an audio visual company in Dallas, Texas. The Debtor filed a voluntary Chapter 11 petition (Bankr. N.D. Tex. Case No. 16-34140) on Oct. 25, 2016. The petition was signed by Wes Weisheit, president. The Debtor is represented by Eric A. Liepins, Esq., at Eric A. Liepins, P.C. The Debtor estimated assets at $100,001 to $500,000 and liabilities at $500,001 to $1 million at the time of the filing. USI INC: S&P Affirms 'B' Longterm Counterparty Credit Rating ------------------------------------------------------------ S&P Global Ratings said that it has affirmed its 'B' long-term counterparty credit rating on USI Inc. and removed it from CreditWatch Negative, where S&P placed it March 17, 2017, following the announced investment by KKR & Co. L.P. (KKR) and Caisse de depot et placement du Quebec (CDPQ), a Canadian pension fund. At the same time, S&P assigned its 'B' debt rating with a '3 (55%)' recovery rating--indicating S&P's expectation for meaningful recovery of principal in the event of a default -- to the company's proposed senior secured facilities consisting of a $1.795 billion term loan due 2024 and a $200 million revolver due 2022 (to be undrawn at close). S&P has also assigned its 'CCC+' debt rating with a '6 (0%)' recovery rating -- indicating S&P's expectation for negligible recovery of principal in the event of a default -- to USI's proposed $705 million senior unsecured notes due 2025. "The rating actions reflect our belief that, although the proposed recapitalization under KKR and CDPQ results in moderately weaker credit metrics, USI's sustained competitive position and relatively stable earnings and cash-flow generating capacity will enable it to carry the increased debt load and modestly delever through next year," said S&P Global Ratings credit analyst Joseph Marinucci. S&P assesses USI's financial profile as highly leveraged, as reflected by its credit metrics. S&P believes this is due to its very aggressive financial policy stemming from meaningful private equity ownership under its new sponsors. Following the transaction, KKR and CDPQ will have an approximate 80% (collective and equal) equity stake in USI, with management and employees accounting for its remaining ownership. Following the proposed debt issuance, USI's credit quality will deteriorate somewhat, as the investment is being funded through $2.5 billion in new debt (with $1.9 billion of existing debt being retired) and an equity contribution of $1.9 billion from KKR and CDPQ. As a result of the increased debt load, S&P's adjusted total debt-to-EBITDA ratio for year-end 2016, pro forma for the transaction, weakens to 8.5x (8.4x including annualized earnings from acquisitions closed in 2016) from 6.6x before the transaction (6.5x including annualized acquisitions). "However, mitigating the credit deterioration, we believe sustained performance strength will enable USI to absorb the incremental debt and will facilitate modest delevering through next year. USI has previously demonstrated a capacity and willingness to delever, most recently after the buy-out by Onex Corp. in December 2012," Mr. Marinucci continued. The stable outlook on USI reflects S&P's expectation that it will maintain its competitive position and achieve modest revenue growth from a combination of sustained organic growth and modest acquisition activity. S&P expects adjusted EBITDA margins to be 28%-30% with financial leverage (pro forma for annualized acquisitions closed) of 7.5x-8.0x and EBITDA coverage of 2.0x-2.5x through 2018. S&P could lower the rating within the next 12 months if organic growth and cash-flow generation were to deteriorate via margin compression, indicating strained strategic execution, raising the risk of an unfavorable combination of higher-than-expected financial leverage (above 8.5x) and weaker-than-expected EBITDA coverage (about 2x). "Although unlikely, we could raise the rating in connection with improved competitive positioning stemming from enhanced scale, scope, and diversity relative to peers', or if USI were to adopt a somewhat less-aggressive financial profile -- with financial leverage of less than 6x and EBITDA coverage of 3x-4x -- that we consider sustainable," Mr. Marinucci added. VALEANT PHARMACEUTICALS: Moody's Affirms B3 CFR, Outlook Negative ----------------------------------------------------------------- Moody's Investors Service raised the Speculative Grade Liquidity Rating of Valeant Pharmaceuticals International, Inc. to SGL-2 from SGL-3. At the same time, Moody's affirmed Valeant's existing ratings, including the B3 Corporate Family Rating, B3-PD Probability of Default Rating, Ba3 (LGD 2) senior secured rating, Caa1 (LGD 5) senior unsecured rating. The rating outlook remains negative. Rating raised: Valeant Pharmaceuticals International, Inc.: Speculative Grade Liquidity Rating, to SGL-2 from SGL-3 Ratings affirmed: Valeant Pharmaceuticals International, Inc.: Corporate Family Rating at B3 Probability of Default Rating at B3-PD Senior secured bank credit facilities at Ba3 (LGD 2) Senior secured notes at Ba3 (LGD 2) Senior unsecured notes at Caa1 (LGD 5) Valeant Pharmaceuticals International: Senior unsecured notes at Caa1 (LGD 5) VRX Escrow Corp. (obligations assumed by Valeant Pharmaceuticals International, Inc.): Senior unsecured notes at Caa1 (LGD 5) Outlook actions: Valeant Pharmaceuticals International, Inc.: The outlook remains negative. Valeant Pharmaceuticals International: The outlook remains negative. RATINGS RATIONALE Valeant's B3 Corporate Family Rating reflects the company's very high financial leverage with gross debt/EBITDA above 7.0 times, and significant challenges in restoring organic growth. Valeant faces significant revenue erosion in the year ahead stemming from patent expirations, and other business lines face continuing pricing pressure and weak volume growth. Valeant also faces considerable uncertainty related to government investigations and other legal matters. High financial leverage creates refinancing risk, although Valeant does not face large maturities until 2020. The ratings are supported by Valeant's good scale in the global pharmaceutical industry with approximately $9 billion of revenue, strong product diversity, high profit margins, and good cash flow. In addition, the ratings are supported by management's commitment to reduce debt/EBITDA, using excess cash flow for debt repayment. The rating also reflects Valeant's good margins despite erosion in its net pricing levels, and its global presence with well-respected brands including Bausch & Lomb. The largest driver of near term declining revenues is patent expirations. However this impact will moderate significantly in 2018 and 2019, creating the potential for greater stability in Valeant's core businesses. New product launches will also help provide future stability. The SGL-2 Speculative Grade Liquidity rating reflects good liquidity based on good free cash flow, limited near-term debt amortization and maturities, and capacity under the revolver. Moody's estimates that Valeant's cash flow from operations before unusual items will exceed $1.5 billion annually over the next 12 to 18 months, providing cash flow for term loan amortization and discretionary debt repayment. However, substantial legal matters remain unresolved, creating the potential for cash outflows that cannot be quantified. The only substantial upcoming debt maturity is $500 million of senior unsecured notes due in August 2018. Moody's anticipates that Valeant will have good available capacity under its revolving credit agreement and good cushion under the financial maintenance covenants of the revolving credit facility. The rating outlook is negative, reflecting the combination of very high financial leverage, uncertainty about the company's ability to stabilize operating trends, and unresolved legal exposures. Without greater progress in the turnaround, these factors will limit access to the capital markets, which will eventually be required to refinance bond maturities. Factors that could lead to a downgrade include: significant reductions in pricing or utilization trends, escalation of legal issues or large litigation-related cash outflows, or a deterioration in liquidity. Sustaining debt/EBITDA above 7.5 times, or pursuing asset divestitures that leave the company with higher financial leverage and a weaker business profile could also result in a downgrade. Conversely, factors that could lead to an upgrade include restoring credibility through solid performance and underlying growth, reducing debt with free cash flow, making progress at resolving legal issues, and sustaining debt/EBITDA below 6.0 times. Headquartered in Laval, Quebec, Valeant Pharmaceuticals International, Inc. is a global specialty pharmaceutical company with expertise including branded dermatology, gastrointestinal disorders, eye health, neurology, branded generics and OTC products. Valeant reported approximately $9.7 billion in total revenue in 2016. VANITY SHOP: Committee Taps BGA Management as Financial Advisor --------------------------------------------------------------- The official committee of unsecured creditors of Vanity Shop of Grand Forks, Inc. seeks approval from the U.S. Bankruptcy Court for the District of North Dakota to hire a financial advisor. The committee proposes to hire BGA Management, LLC to provide these services: (a) work with the committee's legal counsel to review the liquidation procedures; (b) if requested by the legal counsel, analyze whether other assets or claims exist to maximize value for general unsecured claimants; (c) review the Debtor's budget, operating or liquidation plan, and actual execution to ensure that excess expenditures are not being made that would reduce potential recoveries for creditors; (d) liaise with the Debtor's management and professionals regarding the status of their work, the interim performance of the Debtor, the liquidation process, and the credibility of the Debtor's assumptions; (e) assess options for a rapid exit from bankruptcy, reducing administrative expenses, and maximizing returns for creditors; (f) conduct analysis with respect to the Debtor's capital structure; and (g) report findings and analysis to the committee and its legal counsel. The hourly rates charged by the firm range from $375 to $525. The professionals expected to provide the services and their rates per hour are: Brock Kline $375 David Burke $395 Alex Smith $395 Chris Tomas $415 Michael Knight $525 Michael Knight, president of BGA Management, disclosed in a court filing that his firm conducted a conflict check and determined that no conflict exists between the firm and any of the Debtor's creditors. The firm can be reached through: Michael Knight BGA Management, LLC dba Alliance Management 601 Carlson Parkway Carlson Towers, Suite 110 Minneapolis, MN 55305 Phone: 952-475-2225 Fax: 952-475-2224 About Vanity Shop of Grand Forks Based in Fargo, North Dakota, Vanity Shop of Grand Forks, Inc. filed a Chapter 11 petition (Bankr. D.N.D. Case No. 17-30112) on March 1, 2017. The petition was signed by James Bennett, chairman. of the Board of Directors. The Hon. Shon Hastings presides over the case. In its petition, the Debtor estimated $50,000 to $100,000 in assets and $10 million to $50 million in liabilities. Caren Stanley, Esq., at Vogel Law Firm, serves as bankruptcy counsel. On March 10, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee hired Fox Rothschild LLP as bankruptcy counsel. VISTA CHARTER: S&P Raises Rating to BB+ on Application of Criteria ------------------------------------------------------------------ S&P Global Ratings raised its long-term rating to 'BB+' from 'BB' on the California Municipal Finance Authority's series 2014 (tax-exempt) charter school lease revenue bonds, issued for Vista Charter Middle School. The outlook is stable. "We raised the rating based on the U.S. Not-for-Profit Charter Schools methodology, which was published on Jan. 3, 2017, on RatingsDirect," said S&P Global Ratings credit analyst James Gallardo. Based on the group rating methodology, released Nov. 19, 2013, the rating analysis encompasses the entire Vista Public Charter Schools Inc. (VPCSI) organization. The 'BB+' rating is based on our group credit profile on VPCSI ('bb+') and S&P's view that Vista Charter Middle School, the obligated school supporting the bonds, is "core" to the organization. The obligated school constitutes the majority of assets, revenue, and enrollment of VPCSI. Given the obligated school's core status, the rating is equal to that on the group credit profile. The rating applies only to the bonds and not to VPCSI as an organization. "We assessed VPCSI's financial profile as adequate, with positive operations, improving maximum annual debt service (MADS) coverage, a solid cash position for the rating category, and a manageable debt burden. We assessed VPCSI's enterprise profile as adequate, characterized by sound demand with growing enrollment, healthy student retention, a modest wait list, and weak academics. Combined, we believe these credit factors lead to an indicative standalone credit profile of 'bbb-'. In our opinion, the 'BB+' rating better reflects VPCSI's historically weak financial profile, which has only recently grown to levels acceptable for the current rating. We also believe the organization's plans to expand add some uncertainty to the credit in the near term," S&P noted. VISTA ENVIRONMENTAL: Core Down Buying Geoprobe for $75K ------------------------------------------------------- Vista Environmental, Inc., asks the U.S. Bankruptcy Court for the Eastern District of Virginia to authorize the sale of Geoprobe Model 7822DT Soil Probing Unit serial number Z112766T7822, Geoprobe Model GH64 Hammer serial number 1323, Tethered & Wireless Remote, GA4000 Two Speed Auger Head serial number 42452724, V2403 Engine serial number AY1579, and Pump serial number 42445272 ("Geoprobe") to Core Down Drilling, LLC, for $75,000. The Debtor owns the Geoprobe. Branch Banking and Trust Co. ("BB&T") has a valid lien on the Geoprobe by way of a properly filed and recorded Uniform Commercial Code Financing Statement ("Geoprobe Lien"), filed with the Commonwealth of Virginia State Corporation Commission ("VaSCC") on Dec. 15, 2011 at 10:15 a.m., file number 11-12-15-3841-4. The Geoprobe Lien is the basis for BB&T's proof of claim 4, filed on May 18, 2016. BB&T also has valid lien on any proceeds generated by the sale of the Geoprobe by way of a properly filed and recorded Uniform Commercial Code Financing Statement ("Floating Lien"), filed with the VaSCC on Oct. 24, 2011 at 10:32 a.m. file number 11-10-24-3823-1. The Floating Lien is the basis for BB&T's proof of claim 3, filed May 18, 2016. The Debtor has marketed the Geoprobe for sale nationally by way of the Internet. The Debtor received multiple indications of interest, and the Purchaser's offer was, in the business judgment of the Debtor, the best and most profitable. The Agreement provides for no expenses to be paid as condition of the sale, and upon approval of the Court, the Debtor and Purchaser will consummate the sale, and all proceeds of the same will be paid to BB&T in full satisfaction of the Geoprobe Lien and partial satisfaction of the Floating Lien. The Debtor will not retain any proceeds of the sale of the Geoprobe. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Vista_Environmental_74_Sales.pdf The Debtor has determined that a sale of the Geoprobe pursuant to the Agreement will enable the Debtor to obtain the most consideration possible for the Geoprobe, for the benefit of creditors and the estate. The Debtor, therefore, has sound business reasons for embarking upon a sale of the Geoprobe. Accordingly, the Debtor asks the Court to approve the sale of Geoprobe to the Buyer on "as is, where is" basis, free and clear of liens, claims, and interests. To maximize the value received for the Geoprobe, the Debtor has been asked to close the proposed sale as soon as possible, subject to the terms of the Agreement and the closing conditions (if any). Accordingly, the Debtor asks that the Court waives the 14-day stay period under Bankruptcy Rule 6004(h); or, in the lesser alternative, if an objection to the sale is filed and overruled by the Court, reduce the stay period to the minimum amount of time needed by the objecting party to seek a stay pending appeal. The Purchaser can be reached at: CORE DOWN DRILLING, LLC P.O. Box 763 Brewster, NY 10509 About Vista Environmental Vista Environmental, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 16-32366) on May 10, 2016. The Debtor is represented by Paula S. Beran, Esq., at Tavenner & Beran, PLC. WESTERN AUTO: Allowed to Continue Using Cash Until July 2017 ------------------------------------------------------------ Judge Jim D. Pappas of the U.S. Bankruptcy Court for the District of Idaho authorized Western Auto Sales, LLC, to continue using cash collateral through the end of July 2017. Automotive Finance Corporation, NextGear Capital, Inc., and Westlake Flooring Co., LLC were identified as the Secured Creditors. The Debtor will continue to maintain a separate cash collateral bank account for each of the Secured Creditors into which the Debtor will deposit only proceeds derived from the sale or disposition of vehicles financed by the particular Secured Creditor. The Debtor is authorized to withdraw funds in the Adequate Protection Accounts to deposit in the General Debtor-in-possession operating bank account and use such funds only in accordance with the terms of the Order and the Budget. The approved Budget shows total operating expenses of approximately $211,306 for the month of March 2017, $207,768 for the month of April 2017, $75,968 for the month of May 2017, $23,843 for the month of June 2017, and $9,250 for the month of July 2017. Judge Pappas directed the Debtor keep each Secured Creditors' collateral insured at all times under the same terms and conditions as set forth in the respective Secured Creditors' loan documents. Each Secured Creditor may inspect its collateral and all documents related thereto and the Debtor's premises during regular business hours without notice to the Debtor or its counsel. The Debtor will provide the Secured Creditors with these forms of adequate protection: (a) By the end of each month, and until each secured claim is paid in full, the Debtor will tender to the Secured Creditors the minimum amount of $10,000 to be shared by each creditor, as follows: (i) Nextgear Capital - $6,034; Automotive Finance - $2,906; and Westlake Flooring - $1,061. The Debtor will have the discretion to increase this amount up to $20,000; (b) The Debtor may sell any secured vehicle for an amount sufficient to pay the respective Secured Creditor the full amount owing on that vehicle as of the date of sale as indicated in the records of the Secured Creditor. Absent written permission from the Secured Creditor, the Debtor may not sell a Secured Vehicle for less than the Payoff Amount, and the Debtor may not dispose of any Secured Vehicle through trade; (c) Upon receipt of proceeds from the sale of any Secured Vehicle, the Debtor will deposit all proceeds from the sale of each Secured Vehicle into the respective Secured Creditor's Adequate Protection Account; (d) The Debtor will remit to the respective Secured Creditor the Payoff Amount within 24 hours of the receipt of the proceeds from the sale of any Secured Vehicle. The Debtor will be entitled to use all proceeds over and above the Payoff Amount for ordinary operating expenses in accordance with the terms of the Order and pursuant to the budget; (e) Upon the sale of a Secured Vehicle, the Debtor will provide written documentation to the respective Secured Creditor that verifies the final sale of such vehicle, and the title to the vehicle. The Secured Creditors will retain all vehicle titles until such time as the Debtor pays for Secured Vehicles in accordance with the terms of the Order. (f) The Debtor will not allow any Secured Vehicle to leave the Debtor's business premises, other than for routine maintenance and test-drives during normal business hours, until receipt of title from the respective Secured Creditor. A full-text copy of the Order, dated March 23, 2017, is available at https://is.gd/Rian1b About Western Auto Sales Western Auto Sales, LLC, filed a Chapter 11 petition (Bankr. D. Idaho Case No. 16-01375) on Oct. 25, 2016. The petition was signed by Todd Martell, managing member. The case is assigned to Judge Jim D. Pappas. At the time of filing, the Debtor estimated assets at $1 million to $10 million and liabilities at $500,000 to $1 million. The Debtor's counsel is Jeffrey Philip Kaufman, Esq., at the Law Offices of D. Blair Clark PC. WESTMORELAND COAL: Gets $52M Early Repayment of Genesee Receivable ------------------------------------------------------------------ Westmoreland Coal Company announced that Capital Power, Westmoreland's joint-venture partner in the Genesee Mine, has paid Westmoreland $52 million, representing an accelerated repayment of all receivables that would otherwise have been due with respect to capital expenditures during the term of the joint venture arrangement. "The early repayment of this receivable is a positive for us. We have the opportunity to deploy this cash strategically as part of our goal to improve liquidity and lower our leverage, and it provides greater protection with respect to the risks presented by Alberta's recent decisions regarding coal use. With this payment, we have fully recovered our capital investments at the mine," said Kevin Paprzycki, Westmoreland's chief executive officer. In operating the Genesee Mine, Westmoreland initially made 50% of the capital expenditures and was subsequently reimbursed over time by Capital Power. Westmoreland also charges a contract mining fee to run the operations. While the receivable for capital expenditures has been paid in full early, Westmoreland will continue to receive the contract mining fees of between $2 million to $3 million annually until the projected termination of operations at the mine in 2030. Going forward, Capital Power will be solely responsible for capital expenditures at the mine. About Westmoreland Coal Company Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest independent coal company in the United States. The Company's coal operations include coal mining in the Powder River Basin in Montana and lignite mining operations in Montana, North Dakota and Texas. Its power operations include ownership of the two-unit ROVA coal-fired power plant in North Carolina. Westmoreland reported a net loss applicable to common shareholders of $203 million on $1.41 billion of revenues for the year ended Dec. 31, 2015, compared to a net loss applicable to common shareholders of $173 million on $1.11 billion of revenues for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Westmoreland Coal had $1.71 billion in total assets, $2.30 billion in total liabilities and a total deficit of $581.2 million. * * * Moody's Investors Service at the end of February 2016 downgraded the ratings of Westmoreland, including its corporate family rating to 'Caa1' from 'B3'. Standard & Poor's Ratings Services in March 2016 affirmed its 'B' corporate credit rating on Westmoreland and revised the rating outlook to "negative" from "stable". "The negative outlook reflects weaker-than-expected liquidity as a result of a combination of exposure to a lower price environment and difficult-to-secure favorable new volume commitments," said Standard & Poor's credit analyst Vania Dimova. WESTMORELAND COAL: Reports $393M Revenues for Fourth Quarter ------------------------------------------------------------ Westmoreland Coal Company reported its fourth quarter and full year 2016 financial results and provided its 2017 guidance. 2016 Results and Highlights: Fourth Quarter: * Revenues of $392.7 million from 15.0 million tons sold * Net loss applicable to common shareholders of $7.6 million, or $0.41 per share * Record high quarterly adjusted EBITDA of $89.1 million Full Year: * Revenues of $1.5 billion from 54.7 million tons sold * Net loss applicable to common shareholders of $27.1 million, or $1.47 per share, including a tax benefit * Record high annual adjusted EBITDA of $271.9 million * Cash flow provided by operating activities of $151.9 million * Higher-than-expected free cash flow of $112.6 million Westmoreland's chief executive officer, Kevin Paprzycki, commented, "During 2016, we delivered on our two main commitments of maximizing free cash flow generation and reducing our debt position, which we achieved while reporting record adjusted EBITDA and free cash flow. This is a direct result of the resiliency of our business model and outstanding performance by our operators, despite an otherwise challenging market environment. We also took steps to significantly reduce the cash burn from our non-core assets, Coal Valley and ROVA, and to position them such that we are more aggressively pursuing strategic alternatives. As we look toward 2017, we remain focused on maximizing cash generation and strengthening our balance sheet, supported, in part, by the recent Capital Power prepayment, which provides additional financial flexibility to pursue our goals." Consolidated and Segment Results Consolidated adjusted EBITDA for the fourth quarter was $89.1 million, an increase of 51% when compared with the fourth quarter of 2015. Consolidated adjusted EBITDA for 2016 was $271.9 million, an increase of 22% when compared to 2015. The acquisition of San Juan in the Coal - U.S. segment in early 2016 contributed meaningfully to an increase in consolidated adjusted EBITDA for both the fourth quarter and full year 2016. Increased revenue within the Coal - U.S. segment and solid execution on cost savings initiatives throughout the business, particularly within the Coal - U.S. and Coal - WMLP segments, also drove higher adjusted EBITDA in the fourth quarter and full year 2016. This was offset somewhat by lower net loan and lease receivable activity in the Coal - Canada segment. The restatement, described below, added consolidated adjusted EBITDA of $6.1 million to the full year 2016. Cash Flow and Liquidity Westmoreland's free cash flow for 2016 was $112.6 million, driven by record adjusted EBITDA and successful working capital initiatives. Working capital added $30.1 million to free cash flow in 2016, of which $13.0 million was the direct result of the supply chain team's focus on inventory management. Also benefiting working capital was the timing of payables. Free cash flow is the net of cash flow provided by operations of $151.9 million, less capital expenditures of $46.1 million, plus net cash collected under certain contracts for loan and lease receivables of $6.8 million. Included in cash flow provided by operations were cash uses for interest expense of $96.3 million and $32.5 million for asset retirement obligations. During the year, Westmoreland added $37.1 million to its cash balances to end the year with cash on hand of $60.1 million. This cash increase was driven by free cash flow generation of $112.6 million; borrowings, net of repayments, of $49.9 million; and proceeds from asset sales of $7.7 million; partially offset by cash used for debt issuance of $8.8 million and net cash used to purchase San Juan of $121.0 million. Gross debt plus capital lease obligations at Dec. 31, 2016, totaled $1.1 billion. During 2016, repayments of long-term debt totaled $70.4 million. There was $36.3 million available to draw, net of letters of credit, on Westmoreland's revolving credit facility at Dec. 31, 2016. Restatement On Feb. 24, 2017, Westmoreland announced that it would restate its previously issued financial statements as a result of changes in accounting for its customer reclamation receivables. Westmoreland's 2016 Form 10-K contains restated consolidated financial statements for the years ended Dec. 31, 2015, and 2014, and all interim periods during 2016 and 2015. 2017 Full Year Guidance Westmoreland's 2017 Outlook is provided in the table below. Commenting on the outlook for 2017, Mr. Paprzycki said, "Our 2017 outlook is similar to our 2016 expected performance as our resilient business model continues to yield consistent, predictable results." Key year-over-year changes impacting guidance include: * Of the total $52 million payment related to the Genesee Mine, as announced previously, approximately $40 million is incremental to adjusted EBITDA and free cash flow in 2017 compared to the amount Westmoreland expected to receive in the normal course of business during 2017. * Contract expirations (Jewett and Beulah), continued market softness in Ohio, a planned extended outage at a key customer, and a conservative view on weather resulting from the warm winter season thus far in 2017, are also expected to impact adjusted EBITDA, free cash flow and coal tons sold. * Westmoreland expects to generate strong cash flow again this year. In addition to the payment from Capital Power, free cash flow is expected to benefit from positive working capital and breakeven cash flow at Coal Valley. Westmoreland also expects to receive nearly $10 million from the release of ROVA cash collateral, which is not part of the free cash flow calculation, but is available for use in de-levering and other corporate purposes. Guidance Summary 2017 ================ ==== Coal tons sold 40 - 50 million tons Adjusted EBITDA $280 - $310 million Free cash flow $115 - $140 million Capital expenditures $40 - $50 million Cash interest Approximately $95 million Notes Westmoreland presents certain non-GAAP financial measures including adjusted EBITDA and free cash flow that management believes provide meaningful supplemental information and provide meaningful comparability to prior periods. Reconciliations of non-GAAP to GAAP measures are presented in the accompanying tables. A full-text copy of the press release is available for free at: https://is.gd/J9KClp About Westmoreland Coal Company Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest independent coal company in the United States. The Company's coal operations include coal mining in the Powder River Basin in Montana and lignite mining operations in Montana, North Dakota and Texas. Its power operations include ownership of the two-unit ROVA coal-fired power plant in North Carolina. Westmoreland reported a net loss applicable to common shareholders of $203 million on $1.41 billion of revenues for the year ended Dec. 31, 2015, compared to a net loss applicable to common shareholders of $173 million on $1.11 billion of revenues for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Westmoreland Coal had $1.71 billion in total assets, $2.30 billion in total liabilities and a total deficit of $581.2 million. * * * Moody's Investors Service at the end of February 2016 downgraded the ratings of Westmoreland, including its corporate family rating to 'Caa1' from 'B3'. Standard & Poor's Ratings Services in March 2016 affirmed its 'B' corporate credit rating on Westmoreland and revised the rating outlook to "negative" from "stable". "The negative outlook reflects weaker-than-expected liquidity as a result of a combination of exposure to a lower price environment and difficult-to-secure favorable new volume commitments," said Standard & Poor's credit analyst Vania Dimova. WESTMORELAND COAL: S&P Cuts CCR to CCC+ on Capital Structure ------------------------------------------------------------ S&P Global Ratings said it lowered its corporate credit rating on Englewood, Colo.–based Westmoreland Coal Co. to 'CCC+' from 'B'. The outlook is negative. S&P views Englewood, Colo.–based Westmoreland Coal Co.'s capital structure to be unsustainable in the long term without a significant boost in coal prices and volumes over the next year. S&P do not believe that the company has sufficient sources of liquidity from its operations and its revolving credit facility to repay its $306 million (currently outstanding) term loan due December 2018 (issued by Oxford Mining Co. LLC, the issuer under its limited partnership). At the same time, S&P lowered its issue-level rating on Oxford's first-lien term loan to 'CCC+' from 'B'. The recovery rating on the loan is unchanged at '3', indicating S&P's expectation of meaningful (50% to 70%, rounded estimate: 65%) recovery to creditors in the event of a payment default. S&P is also lowering the rating on Westmoreland Coal's first-lien term loan and 8.75% senior secured notes to 'CCC+' from 'B'. The recovery rating on the debt is unchanged at '4', indicating S&P's expectation of average (30% to 50%, rounded estimate: 35%) recovery to creditors in the event of a payment default. "The negative outlook reflects increased refinancing risk associated with the $295 million term loan ($306 million currently outstanding) due in December 2018," said S&P Global Ratings credit analyst Vania Dimova. "Given the difficult operating environment, cash flow drag from noncore assets, and expiring contracts, this could lead to a distressed exchange or restructuring in the next 12 months." S&P would lower its rating on Westmoreland in the next year or so if the company pursues a distressed exchange or restructuring. S&P would also lower its rating if the company breaches its covenant and or its term loan facility becomes current. S&P would likely only consider a positive rating action if the company refinanced its 2018 maturities, which S&P believes would be consistent with sustainably improved operating cash flows and profitability. WILKINSON FLOOR: Bank 34 Wants to Ban Cash Collateral Use --------------------------------------------------------- Bank 34 tells the U.S. Bankruptcy Court in Arizona that it does not consent to Wilkinson Floor Covering, Inc.'s use of its cash collateral and withdraws any consent to use any such cash collateral that may have been previously given to Debtor. Bank 34 a secured creditor and party-in-interest in the Debtor's Chapter 11 case. Bank 34 also demands that all cash collateral be turned over to Bank 34 or sequestered subject to further order of the Court or a written agreement between the parties. Bank 34 is represented by: Jody A. Corrales, Esq. DECONCINI MCDONALD YETWIN & LACY, P.C. 2525 East Broadway Blvd., Suite 200 Tucson, AZ 85716-5300 Telephone: (520) 322-5000 Facsimile: (520) 322-5585 E-mail: jcorrales@dmyl.com About Wilkinson Floor Covering Wilkinson Floor Covering, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 17-01228) on Feb. 9, 2017. The petition was signed by Stephen E. Wilkinson, president. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. The case is assigned to Judge Eddward P. Ballinger Jr. The Debtor engaged Blake D. Gunn, Esq. at the Law Office of Blake D. Gunn, as counsel. YOGI CARPET: Gets Court Approval of Plan to Exit Bankruptcy ----------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida approved the plan of Yogi Carpet & Tile Inc. to exit Chapter 11 protection. In the same filing, the court also gave final approval to the disclosure statement, which explains the company's restructuring plan. Under the plan, general unsecured creditors will receive annual payments under the cash flow note, and 50% of the net proceeds of any causes of action after administrative expenses and professional fees are paid. General unsecured creditors will also receive guaranteed pro rata quarterly payments of $1,500 for five years after the plan takes effect. Funds generated from operations through the effective date will be used for payments under the plan. However, Yogi Carpet's cash on hand as of confirmation will be available for payment of administrative claims, according to court filings. A copy of the March 20 order and the Chapter 11 plan is available for free at https://is.gd/9oUd43 About Yogi Carpet & Tile Inc. Yogi Carpet & Tile, Inc. is a family-owned and operated flooring business formed in June, 1995. The Debtor owns and operates a 22,000 square foot flooring showroom at: 7309 E. Colonial Drive, Orlando, Florida 32807 and offers a wide selection of wood, tile and laminate flooring and carpet. Yogi Carpet & Tile Inc., d/b/a D'Best Carpet & Tile, d/b/a D'Best Floorz & More, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 16-07776) on Nov. 30, 2016. The petition was signed by Dario Hernandez, president. At the time of filing, the Debtor estimated assets and liabilities at $1 million to $10 million each. The case is assigned to Judge Cynthia C. Jackson. The Debtor is represented by Daniel A. Velasquez, Esq. and Justin M. Luna, Esq., at Latham, Shuker, Eden & Beaudine, LLP. No official committee of unsecured creditors has been appointed. [^] BOND PRICING: For the Week from March 27 to 31, 2017 -------------------------------------------------------- Company Ticker Coupon Bid Price Maturity ------- ------ ------ --------- -------- A. M. Castle & Co CASL 5.250 28.125 12/30/2019 A. M. Castle & Co CASL 7.000 58.000 12/15/2017 American Eagle Energy Corp AMZG 11.000 1.000 9/1/2019 Amyris Inc AMRS 6.500 55.000 5/15/2019 Armstrong Energy Inc ARMS 11.750 55.260 12/15/2019 Armstrong Energy Inc ARMS 11.750 54.000 12/15/2019 Avaya Inc AVYA 10.500 16.625 3/1/2021 Avaya Inc AVYA 10.500 26.250 3/1/2021 BPZ Resources Inc BPZR 6.500 3.017 3/1/2015 BPZ Resources Inc BPZR 6.500 3.017 3/1/2049 CEB Inc CEB 5.625 108.626 6/15/2023 CEDC Finance Corp International Inc CEDC 10.000 14.000 4/30/2018 CHS/Community Health Systems Inc CYH 5.125 100.900 8/15/2018 Caesars Entertainment Operating Co Inc CZR 12.750 76.250 4/15/2018 Caesars Entertainment Operating Co Inc CZR 5.750 73.000 10/1/2017 Chassix Holdings Inc CHASSX 10.000 8.000 12/15/2018 Chassix Holdings Inc CHASSX 10.000 8.000 12/15/2018 Chukchansi Economic Development Authority CHUKCH 9.750 40.500 5/30/2020 Chukchansi Economic Development Authority CHUKCH 9.750 39.500 5/30/2020 Cinedigm Corp CIDM 5.500 28.625 4/15/2035 Claire's Stores Inc CLE 9.000 39.500 3/15/2019 Claire's Stores Inc CLE 8.875 10.000 3/15/2019 Claire's Stores Inc CLE 6.125 42.000 3/15/2020 Claire's Stores Inc CLE 9.000 48.000 3/15/2019 Claire's Stores Inc CLE 7.750 18.500 6/1/2020 Claire's Stores Inc CLE 9.000 39.875 3/15/2019 Claire's Stores Inc CLE 7.750 14.500 6/1/2020 Claire's Stores Inc CLE 6.125 37.500 3/15/2020 Cobalt International Energy Inc CIE 2.625 32.500 12/1/2019 Cumulus Media Holdings Inc CMLS 7.750 34.375 5/1/2019 Emergent Capital Inc EMGC 8.500 41.331 2/15/2019 Energy Conversion Devices Inc ENER 3.000 7.875 6/15/2013 Energy Future Holdings Corp TXU 5.550 5.500 11/15/2014 Energy Future Holdings Corp TXU 6.550 14.750 11/15/2034 Energy Future Holdings Corp TXU 6.500 15.250 11/15/2024 Energy Future Holdings Corp TXU 11.250 14.750 11/1/2017 Energy Future Holdings Corp TXU 10.875 14.750 11/1/2017 Energy Future Holdings Corp TXU 10.875 14.750 11/1/2017 Energy Future Holdings Corp TXU 9.750 29.250 10/15/2019 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 11.250 29.250 12/1/2018 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 10.000 25.063 12/1/2020 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 10.000 25.250 12/1/2020 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 11.250 79.000 12/1/2018 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 9.750 28.875 10/15/2019 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 6.875 25.125 8/15/2017 Erickson Inc EAC 8.250 7.000 5/1/2020 FTS International Inc FTSINT 8.631 101.625 6/15/2020 FTS International Inc FTSINT 8.631 101.374 6/15/2020 Fleetwood Enterprises Inc FLTW 14.000 3.557 12/15/2011 Forbes Energy Services Ltd FESL 9.000 68.500 6/15/2019 GenOn Energy Inc GENONE 7.875 69.279 6/15/2017 GenOn Energy Inc GENONE 9.500 65.837 10/15/2018 GenOn Energy Inc GENONE 9.500 65.735 10/15/2018 GenOn Energy Inc GENONE 9.500 65.706 10/15/2018 Global Brokerage Inc GLBR 2.250 34.000 6/15/2018 Goodman Networks Inc GOODNT 12.125 40.000 7/1/2018 Goodrich Petroleum Corp GDPP 8.875 0.388 3/15/2019 Gymboree Corp/The GYMB 9.125 6.000 12/1/2018 Homer City Generation LP HOMCTY 8.137 38.750 10/1/2019 Horsehead Holding Corp ZINC 10.500 80.250 6/1/2017 Illinois Power Generating Co DYN 7.000 32.000 4/15/2018 Illinois Power Generating Co DYN 6.300 36.625 4/1/2020 Iracore International Holdings Inc IRACOR 9.500 50.500 6/1/2018 Iracore International Holdings Inc IRACOR 9.500 50.500 6/1/2018 IronGate Energy Services LLC IRONGT 11.000 37.250 7/1/2018 IronGate Energy Services LLC IRONGT 11.000 36.750 7/1/2018 IronGate Energy Services LLC IRONGT 11.000 36.750 7/1/2018 IronGate Energy Services LLC IRONGT 11.000 36.750 7/1/2018 Jack Cooper Holdings Corp JKCOOP 9.250 35.750 6/1/2020 James River Coal Co JRCC 7.875 2.309 4/1/2019 Las Vegas Monorail Co LASVMC 5.500 0.833 7/15/2019 Lehman Brothers Holdings Inc LEH 2.070 3.326 6/15/2009 Lehman Brothers Holdings Inc LEH 5.000 3.326 2/7/2009 Lehman Brothers Holdings Inc LEH 2.000 3.326 3/3/2009 Lehman Brothers Holdings Inc LEH 1.500 3.326 3/29/2013 Lehman Brothers Holdings Inc LEH 1.383 3.326 6/15/2009 Lehman Brothers Holdings Inc LEH 1.600 3.326 11/5/2011 Lehman Brothers Holdings Inc LEH 4.000 3.326 4/30/2009 Lehman Brothers Inc LEH 7.500 1.226 8/1/2026 Lumbermens Mutual Casualty Co KEMPER 8.300 0.954 12/1/2037 Lumbermens Mutual Casualty Co KEMPER 8.450 0.888 12/1/2097 MF Global Holdings Ltd MF 3.375 28.875 8/1/2018 MModal Inc MODL 10.750 10.125 8/15/2020 MPG Holdco I Inc MPG 7.375 108.404 10/15/2022 Memorial Production Partners LP / Memorial Production Finance Corp MEMP 7.625 38.000 5/1/2021 Midstates Petroleum Co Inc / Midstates Petroleum Co LLC MPO 10.750 0.686 10/1/2020 Mirant Mid-Atlantic Series B Pass Through Trust GENONE 9.125 91.500 6/30/2017 NRG REMA LLC GENONE 9.237 74.192 7/2/2017 Nine West Holdings Inc JNY 6.875 29.750 3/15/2019 Nine West Holdings Inc JNY 8.250 27.375 3/15/2019 Nine West Holdings Inc JNY 8.250 26.000 3/15/2019 Nuverra Environmental Solutions Inc NESC 9.875 14.125 4/15/2018 Peabody Energy Corp BTU 6.000 40.000 11/15/2018 Peabody Energy Corp BTU 4.750 5.250 12/15/2041 Peabody Energy Corp BTU 6.250 36.000 11/15/2021 Peabody Energy Corp BTU 6.500 38.250 9/15/2020 Peabody Energy Corp BTU 7.875 48.000 11/1/2026 Peabody Energy Corp BTU 6.000 43.375 11/15/2018 Peabody Energy Corp BTU 6.000 40.000 11/15/2018 Permian Holdings Inc PRMIAN 10.500 28.625 1/15/2018 Permian Holdings Inc PRMIAN 10.500 28.625 1/15/2018 Pernix Therapeutics Holdings Inc PTX 4.250 26.585 4/1/2021 Pernix Therapeutics Holdings Inc PTX 4.250 26.585 4/1/2021 Prospect Holding Co LLC / Prospect Holding Finance Co PRSPCT 10.250 48.250 10/1/2018 Rex Energy Corp REXX 8.875 43.456 12/1/2020 Rolta LLC RLTAIN 10.750 22.750 5/16/2018 SAExploration Holdings Inc SAEX 10.000 50.000 7/15/2019 Sequa Corp SQA 7.000 53.000 12/15/2017 Sequa Corp SQA 7.000 52.500 12/15/2017 SiTV LLC / SiTV Finance Inc NUVOTV 10.375 60.375 7/1/2019 SiTV LLC / SiTV Finance Inc NUVOTV 10.375 59.970 7/1/2019 SunEdison Inc SUNE 5.000 30.000 7/2/2018 SunEdison Inc SUNE 2.750 2.510 1/1/2021 SunEdison Inc SUNE 2.375 2.000 4/15/2022 SunEdison Inc SUNE 3.375 1.522 6/1/2025 SunEdison Inc SUNE 0.250 2.000 1/15/2020 SunEdison Inc SUNE 2.000 2.662 10/1/2018 SunEdison Inc SUNE 2.625 1.497 6/1/2023 TMST Inc THMR 8.000 17.500 5/15/2013 Talos Production LLC / Talos Production Finance Inc TALPRO 9.750 61.625 2/15/2018 Talos Production LLC / Talos Production Finance Inc TALPRO 9.750 61.625 2/15/2018 TerraVia Holdings Inc TVIA 5.000 42.000 10/1/2019 TerraVia Holdings Inc TVIA 6.000 67.750 2/1/2018 Terrestar Networks Inc TSTR 6.500 10.000 6/15/2014 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 15.000 0.531 4/1/2021 Trans-Lux Corp TNLX 8.250 20.125 3/1/2012 Venoco LLC VQ 8.875 1.270 2/15/2019 Verso Paper Holdings LLC / Verso Paper Inc VRS 11.750 17.000 1/15/2019 Verso Paper Holdings LLC / Verso Paper Inc VRS 11.750 17.000 1/15/2019 Violin Memory Inc VMEM 4.250 7.250 10/1/2019 Walter Investment Management Corp WAC 4.500 32.000 11/1/2019 rue21 inc RUE 9.000 13.000 10/15/2021 rue21 inc RUE 9.000 21.050 10/15/2021 ********* 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. 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