/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/170419.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, April 19, 2017, Vol. 21, No. 108 Headlines 777 CLUB GROUP: Queens Property Up for Sale on May 12 A.J. & M.C. RAMOS: Selling Corpus Christi Property for $300K ADVANCED PAIN: Can Continue Using Cash Collateral Until April 20 AFFINITY HEALTHCARE: Accounts Receivable Sale and Use of Cash OK'd ARCONIC INC: Notifies Trustee of "Potential Change in Control" ARIZONA ACADEMY: Disclosures OK'd; Plan Hearing on May 30 ARRIS GROUP: Moody's Affirms Ba3 Secured Debt Ratings AURORA GAS: Unsecureds to be Paid in Full at 5% Under Plan AXIOM HOLDINGS: Anthony Kam & Assoc. Raises Going Concern Doubt B/E AEROSPACE: Moody's Withdraws Ba2 CFR on Debt Repayments BARIA AND SONS: Hires Padgett Business Services as Accountant BARSTOW MANAGEMENT: Can Use Lenders' Cash Collateral on Interim BE MY GUEST: Taps Pick & Zabicki as Bankruptcy Counsel BENZIE LEASING: Inks Stipulation for Cash Use for 120 Days BIOSCRIP INC: Will Get Nil From Resale of 7.1M Common Shares BIOSCRIP INC: Will Get Nothing From Resale of 3.3M Common Shares BIOSTAGE INC: Files Post-Effective Amendment to Form S-1 BIOSTAR PHARMACEUTICALS: Sales Will be Primary Source of Funds BOOZ ALLEN: Moody's Affirms Ba2 CFR & Rates Planned $350MM Notes B1 BOOZ ALLEN: S&P Affirms 'BB' CCR & Rates $350MM Unsec. Notes 'B+' BOSS REAL ESTATE: AZ 3-16 Lenders Do Not Consent to Cash Use CABLEVISION SYSTEMS: Fitch Affirms B+ Issuer Default Rating CAMBER ENERGY: Director Quits for 'Personal' Reasons CENTORBI LLC: Can Continue Using CAN Capital Cash Collateral CHARLES BRELAND: Selling Osprey K's Baldwin Property for $150K CHESAPEAKE ENERGY: Vanguard Reports 10.03% Stake as of March 31 CHF-DEKALB II: S&P Cuts Rating on 2011 Student Housing Bonds to BB- CHIEFTAIN STEEL: Floyd Can Use Cash Collateral Until May 31 CIBER INC: Has Interim Approval for Cash Use, DIP Financing CIBER INC: Proposes to Borrow $41 Million, Use Cash Collateral CLAIRE'S STORES: Will File Annual Report by April 28 CLAYTON WILLIAMS: Plaintiffs Withdrew Injunction Motions CLEARWATER SEAFOODS: Moody's Affirms B2 Corporate Family Rating CLEARWATER SEAFOODS: S&P Assigns B+ CCR & Rates Secured Loans BB COLISEUM TALLAHASSEE: Hires M. Lanier Suber as Accountant COMSTOCK MINING: Enters Equity Purchase Agreement with Leviston COMSTOCK RESOURCES: Carl Westcott Holds 6.06% Stake as of April 11 CROWN HOLDINGS: S&P Lowers Rating on $2.4BB Sr. Facility to 'BB+' CUMBERLAND FARMS: Moody's Assigns B1 Corporate Family Rating CYTORI THERAPEUTICS: Receives FDA Approval for RELIEF Trial DEEP HARBOR FARM: Case Summary & Unsecured Creditor DELIVER BUYER: Moody's Assigns B2 CFR on High Financial Leverage DELIVER BUYER: S&P Assigns 'B' CCR; Outlook Stable DISH NETWORK: S&P Affirms 'B+' CCR & Revises Outlook to Negative DISH NETWORK: Spectrum Spending No Impact on Fitch BB- IDR DOWLING COLLEGE: Sales Procedures for IP Addresses Approved DR. LUIS A VINAS: Case Summary & 20 Largest Unsecured Creditors E.W. SCRIPPS: S&P Assigns 'BB' Rating on New $400MM Unsec. Notes ENERGY FUTURE: Texas Regulators Finalize "No" Vote on Oncor ENZYME FORMULATIONS: 100% Recovery for Unsecureds Under Latest Plan EXCO RESOURCES: Will Sell Texas Oil & Gas Properties for $300-Mil. EXPERIMENTAL MACHINE: Court Extends Exclusivity to May 17 FANNIE MAE: Fitch Affirms 'C/RR6' Preferred Stock Rating FENG LI: Not Entitled to $1.2M Fee He Took for Client in NY Case FIELDPOINT PETROLEUM: Mike Herman Hikes Stake to 6.22% FINJAN HOLDINGS: PTAB Issues Final Decision In Last of Seven IPRs FOREVERGREEN WORLDWIDE: Will Need to Meet 'High' Quality Standard FOUR CORNERS: Hires Goar Endriss & Walker as Accountant FREESEAS INC: KCG Americas Holds 1.80% Stake as of March 31 FRESH MARKET: Moody's Lowers CFR to B3 on High Leverage GASTAR EXPLORATION: Announces Monthly Dividend on Preferred Stock GENERAL EXCAVATION: CCG Prohibits Use of Cash Collateral GETCHELL AGENCY: Hires Perkins Olson as Special Counsel GLOBAL BOATWORKS: Salberg & Company Raises Going Concern Doubt GOD'S UNIVERSAL: Approval of Disclosure Statement Denied GOING VENTURES: Has Final Approval to Use Cash Collateral GREAT BASIN: Enters Exchange Agreements With Investors GULFMARK OFFSHORE: Moody's Affirms Ca Corporate Family Rating GYMBOREE CORP: Said to Prepare for Bankruptcy as Payment Looms HALT MEDICAL: Acessa Buying All Assets for $150K HALYARD HEALTH: $100MM Jury Award No Impact on Moody's Ba3 CFR HARTFORD COURT: Can Use Hinsdale Bank Cash Collateral Thru June 8 HILLSIDE OFFICE: Hires Gramercy Real Estate as Realtor HOUGHTON MIFFLIN: S&P Revises Outlook to Neg. & Affirms 'B' CCR I-69 DEVELOPMENT: S&P Lowers Rating on 2014 $243.8MM PABs to 'BB-' IMPAX LABORATORIES: Moody's Cuts CFR to B2 on Weakened Performance INNOVATION VENTURES: S&P Affirms Then Withdraws 'B+' CCR INTEGRITY APPLICATIONS: Fahn Kanne & Co. Raises Going Concern Doubt INVENTURE FOODS: Moss Adams LLP Raises Going Concern Doubt ITUS CORP: SEC Declares S-3 Registration Statement as Effective KEMET CORP: BlackRock Inc Holds 4.6% Equity Stake as of March 31 KOPH INC: Cash Collateral Motion Mooted by Dismissal LB VENTURES: Can Use Parker Cash Collateral LEGACY RESERVES: Amends LP Agreement Ahead of May 16 Meet LEHMAN BROTHERS: Federal Home Loan Bank Settles Suit for $70M LITHO-TECH: Taps Turton Commercial Real Estate as Realtor LM FUNDING: Maturing Debt Obligations Raise Going Concern Doubt LP CLEANERS: Unsecured Creditors to Get 15% Under Amended Plan MAXUS ENERGY: Exclusive Solicitation Period Extended Thru May 31 MCGRAW-HILL GLOBAL: Fitch Keeps B+ IDR on Watch Positive MICHAEL PETERS: Sale of Templeton Property for $249K Approved MIDWEST FARM: Has Final Nod to Use Bank Cash Collateral MILLER MARINE: Allowed to Use Cash Collateral on Interim Basis MOBILDEDIRECT INC: Amended Disclosures OK'd; Plan Hearing on May 5 MONUMENT SECURITY: Wants Cash Access Until End of 2017 MOSAIC MANAGEMENT: Unsecureds May Get Investment Trust Share MYOS RENS TECH: WithumSmith+Brown PC Raises Going Concern Doubt NAUTILUS POWER: Moody's Rates $650MM Secured Credit Facilities B1 NE ILLINOIS UNIVERSITY: Moody's Cuts Rating on 2010/2012 COPs to B1 NOVA CHEMICALS: Moody's Affirms Ba1 CFR on Williams Partners Deal NOVATION COMPANIES: Disclosures Okayed, Plan Hearing on May 31 OIB LLC: Needs Cash Collateral to Fund Guayama Contract OIB LLC: Wants to Use Scotiabank and National Guard Cash Collateral OLIGARCH CAPITAL: Has Interim Authorization to Use Cash Collateral ONE BLOW DRY: Case Summary & 7 Unsecured Creditors OUTER HARBOR: Panel Wants Probe on $25MM in Prepetition Transfers OVERTON & OGBURN: Can Continue Using Cash Collateral Until July 31 PANDA TEMPLE: Case Summary & 30 Largest Unsecured Creditors PAROLE BESTGATE: Wants to Use Elizon DB Cash Collateral PAWN AMERICA: Wants to Use TBK Bank Cash Collateral PHILADELPHIA ENTERTAINMENT: $50M Casino Fee Ruling Affirmed PIONEER ROOFING: Has Until June 5 to Use H&B Cash Collateral PRINCE INTERNATIONAL: S&P Affirms 'B-' CCR; Outlook Stable PUPI'S MANAGEMENT: Unsecured Creditors to Get $572 Under Plan PURPLE HOUSE: Case Summary & Unsecured Creditor RANCHO REAL: Disclosures Okayed, Plan Hearing on May 18 RECOM INC: Can Use First Home Bank Cash Collateral Until May 10 RENNOVA HEALTH: Discusses Financial Results for 2016 RIDGEVILLE PLAZA: Can Continue Using Cash Collateral Until April 24 ROCKY MOUNTAIN: Lily Li Holds 61.16% Equity Stake as of Feb. 28 ROYALE ENERGY: SingerLewak LLP Raises Going Concern Doubt RUPARI HOLDING: Wants Approval on Consensual Cash Collateral Use SANDHILL ENTERPRISES: Can Use Wauchula State Bank Cash Collateral SEANERGY MARITIME: Two Deals Hike Pro-Forma Equity by 62% SEQUA CORP: S&P Affirms 'B-' Rating on New 1st Lien Credit Facility SHIROKIA DEVELOPMENT: Disclosure Statement Hearing Set for May 25 SOCIAL REALITY: RBSM LLP Raises Going Concern Doubt STEVE'S FROZEN: Can Use BFG Cash Collateral Until May 8 STRONGHOLD ASSET: Soliman Buying Tarzana Property for $2.2M SUNEDISON INC: Asks for Court OK to Obtain $640M Replacement Loan SUNEDISON INC: Can't Use Ch 11 to Probe 2014 Pact, Investors Say SUNEDISON INC: Secured Lenders Fight Fraud Allegations SUNIVA INC: Case Summary & 30 Largest Unsecured Creditors TANNER COMPANIES: Has Final OK to Use Cash Collateral Until June 16 THRU INC: Dropbox Claim Pegged at $2.29-Mil. for Plan Purposes TIERPOINT LLC: Fitch Assigns First-Time 'B+' Issuer Default Rating TIERPOINT LLC: Moody's Affirms B3 CFR & Rates $875MM Sec. Loans B2 TIERPOINT LLC: S&P Assigns 'B+' Rating on Proposed $875MM Loans TILGHMAN ISLAND INN: Case Summary & Unsecured Creditor TRANSGENOMIC INC: Reports $8 Million Net Loss for 2016 TWH LIMITED: Selling Spring Properties for $2.3M TWIN OAKS: Can Use Cash Collateral from Apartment Rents UPLIFT RX: Wants to Use Zions Cash Collateral V & V SUPERMARKETS: Has Final Nod to Use Cash Collateral VAUGHAN FITNESS: Taps Ballstaedt Law Firm as Attorney VENOCO LLC: Case Summary & 20 Largest Unsecured Creditors VITARGO GLOBAL: Has Until April 26 to Use Cash Collateral WASH MULTIFAMILY: S&P Affirms 'B' CCR; Outlook Stable WILDWOOD CREST: Court Denies Use of Cash Collateral WISE HEALTH: Fitch Affirms BB+ Rating on 2014A Revenue Bonds [*] Individuals Account for 25%+ of Ch. 11 Filings, ABI Says [*] Moody's: 6 Illinois Public Universities on Review for Downgrade [*] Q1 Bankruptcy Filings Down Slighty from 2016, ABI Says ********* 777 CLUB GROUP: Queens Property Up for Sale on May 12 ----------------------------------------------------- Steven Denkberg, Esq. -- the Referee duly appointed in the case entitled, NYCTL 1998-2 Trust and The Bank of New York Mellon as Collateral Agent and Custodian for the NYCTL 1998-2 Trust v. 777 Club Group LLC, et al., bearing Index No. 5093-13 before the Supreme Court of the State of New York, County of Queens, IAS Part 10, on or about March 2, 2017 -- will hold a public auction of the assets of 777 Club Group on May 12, 2017, at 10:00 a.m. The public auction will be held in Courtroom 25 of the Queens County Supreme Court located at 88-11 Sutphin Blvd., Jamaica, New York 11435. The asset to be sold consists of the liened premises designated as Block 13733, Lot 33 in the City of New York, County and Borough of Queens, State of New York and known as 148th Road, Queens, New York. According to a Judgment of Foreclosure and Sale entered by the Court, the approximate amount of the judgment is $4,297.41 plus interest and other charges. The property is being sold subject to the terms and conditions stated in the judgment, any prior encumbrances and the terms of sale which shall be available at the time of sale. The Referee may be reached at: Steven Denkberg, Esq. Referee 200 Garden City Plaza, Suite 402 Garden City, New York 11530-3340 Tel: (516) 240-1753 BoNY Mellon is represented in the case by: DAVID P. STICH, ESQ. 521 Fifth Avenue, 17th Floor New York, New York 10175 Tel: (646) 554-4421 A.J. & M.C. RAMOS: Selling Corpus Christi Property for $300K ------------------------------------------------------------ A.J. & M.C. Ramos Partners, Ltd., asks the U.S. Bankruptcy Court for the Southern District of Texas to authorize the sale of real property located 1621 and 1617 South Brownlee, Corpus Christi, Texas, described as 1621 South Brownlee, Fitchue Place Block 1103, Lot 17-26 and 1617 South Brownlee, Texas, to Brainstorm Childcare & Learning Center of Texas, LLC for $300,000. Objections, if any, must be filed within 20 days of the date of service. A copy of the Purchase Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/AJ_&_MC_Ramos_71_Sales.pdf The Debtor proposes to sell the Property free and clear of all liens with funds generated to provide for payment to taxing authorities and American Bank, N.A. It appears there are various other liens against the property and it is requested the funds be escrowed in a trust by the title company pending resolution of the liens as may be shown before any funds are disbursed and the Court enters any order for paying other liens. The Property has been listed in accordance with prior orders in the case setting listing price and this is the best offer received. The amount appears to reflect a reasonable market value for the property. The Debtor respectfully asks an expedited hearing be held in connection with the Motion to sell the Property. The Debtor further asks that the administrative expenses for filing the Motion be approved by the Court to be paid as part of closing costs. The Purchaser can be reached at: Mathew Alexander, Principal BRAINSTORM CHILDCARE & LEARNING CENTER OF TEXAS, LLC 1227 Third Street Corpus Christi, TX 78404 Telephone: (361) 232-8997 E-mail: mathewa_12@yahoo.com About A.J. & M.C. Ramos A.J. & M.C. Ramos Partners, LTD., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 15-20467) on Nov. 30, 2015. The case is assigned to Judge David R. Jones. ADVANCED PAIN: Can Continue Using Cash Collateral Until April 20 ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Kentucky has issued a second interim order, authorizing Advanced Pain Management Services, LLC, to continue to use cash collateral through April 20, 2017. SunTrust Bank will have, as adequate protection for its claims of security for the use of the accounts receivable as cash collateral of the Debtor, a security interest in the following: (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, including the proceeds thereof. (c) A security interest in the inventory of the Debtor, together with the proceeds thereof. (d) A security interest in the proceeds of the sale of certain vehicles, which proceeds will be paid to SunTrust Bank upon receipt. A full-text copy of the Second Interim Order, dated April 10, 2017, is available at https://is.gd/sW3fp8 About Advanced Pain Management Services 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 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. At the time of filing, the Debtor disclosed $1.84 million in total assets and $2.50 million in total liabilities. The case is assigned to Judge Thomas H. Fulton. The Debtor is represented by James Edwin McGhee, III, Esq. at Kaplan & Partners LLP. No trustee, examiner or statutory creditors' committee has been appointed in the Debtor's Chapter 11 case. AFFINITY HEALTHCARE: Accounts Receivable Sale and Use of Cash OK'd ------------------------------------------------------------------ Judge Julie A. Manning of the U.S. Bankruptcy Court for the District of Connecticut authorized Affinity Health Care Management, Inc., Health Care Investors, Inc. doing business as Alexandria Manor, Health Care Alliance, Inc. doing business as Blair Manor, Health Care Assurance, LLC doing business as Douglas Manor, and Health Care Reliance, LLC doing business as Ellis Manor, to obtain funding from Revenue Managements Solutions, LLC ("RMS") through and including May 13, 2017 under terms of the Purchase Agreement, the other Funding Documents, and the Interim Order, by selling Accounts to RMS and receiving in exchange Initial Installments, Subsequent Installments and other payments and other financial accommodations from RMS on the terms and conditions set forth in the Purchase Agreement and other Funding Documents and the Order. Health Care Investors, Health Care Alliance, Health Care Assurance, and Health Care Reliance ("Providers") affirm and undertake and will continue to perform all of their respective obligations under that certain the Purchase Agreement and the other Funding Documents, each of which is approved in all respects. The Providers may sell and RMS may purchase Post-Petition Purchased Accounts and associated Post-Petition Conveyed Property, on the terms and conditions of the Purchase Agreement and the other Funding Documents, and RMS may exercise its rights under the Funding Documents, subject to the terms of the Order and of such documents. The sale of the Post-Petition Purchased Accounts and the related Post-Petition Conveyed Property to RMS under the Interim Order is free and clear of liens, claims, interests and encumbrances; and RMS will receive and is granted a first-priority security interest in the Post-Petition Purchased Accounts and in the proceeds thereof of to secure all of its right, title and interest in the Post-Petition Purchased Accounts and the related Post-Petition Conveyed Property in the proceeds thereof. The Providers are authorized to incur Obligations and to receive other financial accommodations from RMS under the Funding Documents, and the Lead Debtor is authorized and directed to reaffirm, guarantee and undertake certain other obligations and indebtedness on the terms and conditions set forth in the Lead Debtor Guaranty. The Providers may use the DIP Collateral only on the terms and subject to the conditions set forth in this Interim Order and the Funding Documents. As a condition to RMS' continued funding and agreement for the use Cash Collateral and other Prepetition Collateral, the Individual Guarantors have consented and agreed to the entry of the Interim Order relating to the Post-Petition Funding Facility. The Providers are authorized to and will make all payments and transfers of property to RMS or for the benefit of RMS which are contemplated by the Interim Order or may be provided, permitted or required under the Funding Documents. The Providers and RMS are authorized to maintain and/or establish and operate the Lock Box Accounts required by the Purchase Agreement and the other Funding Documents for the collection of the Provider's Government Receivables and Non-Government Receivables in accordance with the terms and conditions of the Purchase Agreement and the other Funding Documents; and the Providers are authorized and directed to execute, deliver and perform under any and all Lock Box Agreements governing such Lock Box Accounts. The Governmental Lockbox Accounts for the Government Receivables will be in the name and sole control of the Providers, alone, without limitation of the contractual covenants of the Providers to RMS under the Purchase Agreement. As collateral security for the full and timely performance of the Obligations of the Providers to RMS under the Purchase Agreement and the other Funding Documents, RMS is hereby indefeasibly granted: a. A valid, enforceable, binding and duly perfected continuing first-priority security interest in and to and a first lien upon ("DIP Liens") the Non-Purchased Accounts and the credit balances, and all of the Providers' other rights, property and assets, real, personal, tangible and intangible not sold to RMS under the Purchase Agreement, whether now owned or hereafter acquired or arising, and all proceeds and products thereof ("DIP Collateral"), subject only to the Carve-Out. b. A super-priority administrative expense claim with priority over any and all administrative expenses, whether heretofore or hereafter incurred, specified in any other section of the Bankruptcy Code ("DIP Super-Priority Claim"), subject only to the Carve-Out. c. Prior to any Event of Default under the Purchase Agreement, the Providers may pay professionals court-approved compensation and expense reimbursements in the ordinary course and any procedures order from the Court, but only pursuant to pre-approved budgets approved by RMS in writing, at its sole and absolute discretion, and only out of Cash Collateral and out of funding proceeds paid by RMS to the Providers. Subject only to the Carve-Out, the liens and security interests granted to RMS on the Collateral to secure any Obligations due by the Provider to RMS under the Funding Documents will be of first-priority and senior to, and will not be subordinated or made equal to, any lien, security interest, mortgage or other interest in favor of any party by any order of the Court or otherwise. From and after the Petition Date, the Debtors will use funding received pursuant to the Post-Petition Funding Facility only for the purposes specifically set forth in the Interim Order and the Funding Documents. Notwithstanding any first-day orders entered authorizing the Debtors to pay any prepetition or other expenses, all such payments will be made in accordance with the Budget. The Budget contemplates these total weekly receipts and disbursements for the period beginning April 15, 2017 through May 13, 2017: Week Of Total Receipts Total Disbursements ------- -------------- ------------------- Lead Debtor 4/15/2017 $626,750 $689,827 4/22/2017 $622,250 $656,180 4/29/2017 $810,250 $806,221 5/6/2017 $569,250 $469,406 5/13/2017 $663,250 $687,460 Blair Manor 4/15/2017 $213,250 $213,761 4/22/2017 $229,750 $252,093 4/29/2017 $139,750 $145,304 5/6/2017 $176,750 $152,864 5/13/2017 $219,750 $208,519 Douglas Manor 4/15/2017 $203,250 $252,896 4/22/2017 $193,250 $203,967 4/29/2017 $170,250 $149,467 5/6/2017 $200,250 $152,967 5/13/2017 $224,250 $254,084 Alexandria Manor 4/15/2017 $210,250 $223,170 4/22/2017 $199,250 $200,120 4/29/2017 $142,250 $153,450 5/6/2017 $192,250 $163,575 5/13/2017 $219,250 $224,857 The Debtors are authorized to use Cash Collateral until the Termination Date; provided, however, that during the 7 calendar days after the Termination Date, the Debtors may use Cash Collateral in accordance with the terms and provisions of the Budget solely to meet payroll and to pay expenses critical to the preservation of the Debtors and their estates. As adequate protection of the interests of RMS in the Prepetition Collateral against any Diminution in Value of such interests in the Prepetition Collateral, the Debtors grant to RMS continuing valid, binding, enforceable, non-avoidable and automatically perfected post-petition security interests in and liens on the DIP Collateral ("Prepetition Funding Facility Adequate Protection Liens"). The Prepetition Funding Facility Adequate Protection Liens will be junior in payment and priority only to the: (i) Carve Out; (ii) DIP Liens; and (iii) Permitted Prior Liens. The Prepetition Funding Facility Adequate Protection Liens will otherwise be senior to all other security interests in, liens on, or claims against any of the DIP Collateral. As adequate protection of the interests of State of Connecticut Department of Labor ("DOL") in the Prepetition Collateral against any Diminution in Value of such interests in the Prepetition Collateral, the Debtors grant to the DOL continuing, valid, binding, enforceable, non-avoidable and automatically perfected post-petition security interests in and liens on the DIP Collateral ("Adequate Protection Liens"). The DOL Adequate Protection Liens will be junior in payment and priority only to the: (i) Carve Out; (ii) DIP Liens; (iii) Prepetition Liens; (iv) Prepetition Funding Facility Adequate Protection Liens; and (v) Permitted Prior Liens. The DOL Adequate Protection Liens will be senior to all other security interests in, liens on, or claims against any of the DIP Collateral. As further adequate protection of the interests of RMS in the Prepetition Collateral against any Diminution in Value of such interests in the Prepetition Collateral, RMS is granted an allowed super-priority administrative expense claim in each of the Cases and any Successor Cases. The Prepetition Facility Super-Priority Claims will be junior in payment and priority only to the Carve-Out and DIP Super-Priority Claims. As further adequate protection to RMS, to the extent any Prepetition Obligations remain outstanding, the Debtors are authorized and directed to provide adequate protection to RMS in the form of: (i) payments of fees and other amounts due under the Funding Documents; (ii) ongoing payment of RMS' reasonable legal and other professionals' fees and expenses; and (iii) delivery to RMS of all proceeds of the Prepetition Purchased Accounts and other Prepetition Conveyed Property in accordance with the terms and conditions of the Purchase Agreement and the other Funding Documents. The Carve Out will encompass the following expenses: (i) allowed fees and reimbursement for disbursements of professionals retained by the Debtors in an aggregate amount for all such Professional Fees not to exceed $540,000; (ii) allowed fees and reimbursement for disbursements of professionals retained by the Statutory Committee in an aggregate amount of all such Committee's Professional Fees not to exceed $270,000; (iii) quarterly fees plus interest accrued, and any fees payable to the clerk of the Bankruptcy Court; and (iv) amounts due and owing to the Debtors' non-insider employees for post-petition wages. The Carve Out Amount will be funded, in part, by the Debtors with the proceeds of the Post-Petition Funding Facility on a weekly basis in an amount not less than $15,000 per week, and segregated in an interest bearing deposit account held in escrow, two-thirds for the benefit of the Debtors' professionals and one-third for the benefit of the Statutory Committee's professionals. An additional $3,750 will be funded on a weekly basis and remitted directly to the United States Trustee for payment of the Chapter 11 Quarterly Fees. The Carve-Out amounts specifically allocated for the Debtors' Professional Fees and the Committee's Professional Fees will be reduced for each dollar for dollar by the aggregate amount of the Debtors' Professional Fees and Committee's Professional Fees respectively, actually paid by the Debtors and their estates during the pendency of the Cases, respectively. The Providers will be permitted to pay (i) administrative expenses of the kind specified in Section 503(b) of the Bankruptcy Code incurred in the ordinary course of business; (ii) compensation and reimbursement of expenses of professionals allowed and payable under Sections 330 and 331 of the Bankruptcy Code, and (iii) any other pre-filing or post-filing expenses of the Providers including for adequate protection, all of which are approved by Order of the Court and consented to in writing by RMS, as reflected in RMS' approval of the Providers' budgets, from time to time. The automatic stay of Section 362 of the Bankruptcy Code is vacated and modified, and the 14-day period of Fed. R. Bank. P. 4001(a)(3) waived, insofar as necessary, and the stay is lifted in favor of RMS. As an inducement to RMS' consent to the Interim Order and to provide the Post-Petition Funding Facility, and State of Connecticut Department of Social Services ("DSS")' and State of Connecticut Department of Revenue Services ("DRS")' consent to the Interim Order: (i) the Providers will pay DRS $50,000 per month on or before the 15th day of each month commencing in February 2016, and continue during the pendency of the Cases under Chapter 11 of the Bankruptcy Code, by check made payable to the Commissioner of Revenue Services; (ii) in addition, the Providers will pay DRS the monies the Providers receive on or after the date of this Order from DSS as a result of the increased closed down rate for Health Care Investors in partial satisfaction of unpaid postpetition provider taxes by check made payable to the Commissioner of Revenue Services; and (iii) if and when there is a shortfall in provider taxes due DRS accrued after the Petition Date, amounts otherwise due and payable to the Providers by DSS may be recouped or set-off against, but in an aggregate amount not to exceed $10,000 per month. The 14-day stay provided by Fed. R. Bankr. P. 6004(h) is not applicable, so that the parties may immediately comply with the Order, and the Order will be deemed effective and enforceable immediately. A hearing to consider the entry of a further Interim Order on the same terms and conditions as the Interim Order is scheduled for May 10, 2017 at 10:00 a.m. (ET). Objections, if any, must be filed no later than on May 5, 2017 at 4:00 p.m. (ET). A full-text copy of the 17th Interim Order is available for free at: http://bankrupt.com/misc/ctb16-30043_689_Cash_Affinity_Healthcare.pdf About Affinity Healthcare Management Affinity Health Care Management, Inc., Health Care Investors, Inc. d/b/a Alexandria Manor, Health Care Alliance, Inc. d/b/a Blair Manor, Health Care Assurance, L.L.C., d/b/a Douglas Manor and Health Care Reliance, L.L.C. d/b/a Ellis Manor, are a nursing home management company. They filed for Chapter 11 bankruptcy protection (Bankr. D. Conn. Case Nos. 16-30043 to 16-30047) on Jan. 13, 2016. Judge Julie A. Manning presides over the cases. Affinity Health Care Management estimated $50,000 to $100,000 in assets and $500,000 to $1 million in liabilities. The Debtors said in a court filing that their total secured and unsecured debt exceeding $16 million. Elizabeth J. Austin, Esq., Irve J. Goldman, Esq. and Jessica Grossarth, Esq., at Pullman & Comley, LLC, serve as counsel to the Debtors. On Jan. 25, 2016, the U.S. Trustee appointed an official committee of unsecured creditors in the Chapter 11 cases pursuant to Section 1102 of the Bankruptcy Code. ARCONIC INC: Notifies Trustee of "Potential Change in Control" -------------------------------------------------------------- Arconic Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on April 12, 2017, it delivered notice to a trustee under a 1993 trust agreement that a "potential change in control" has occurred. Arconic maintains a grantor trust relating to certain of the Company's non-qualified deferred compensation and retirement benefit plans. The trust was established pursuant to a trust agreement entered into by the Company in 1993, which was amended and restated in 2007. The terms of the Trust Agreement provide for funding of the trust by the Company in connection with a "change in control" under certain circumstances. The estimated aggregate amount of the required funding based upon the liabilities of the related plans is approximately $500 million. While the assets of the trust would remain Company assets, following a change in control they would be available solely for purposes of paying benefits under the plans, other than in the case of the Company's insolvency. As previously disclosed, Elliott Management Corporation is conducting a proxy solicitation to elect four new directors to replace four of the present directors of the Company. No determination has been made at this time as to whether there will be a change of control. About Arconic Inc. Arconic Inc., formerly Alcoa Inc., is engaged in lightweight metals engineering and manufacturing. Arconic reported a net loss of $941 million for the year ended Dec. 31, 2016, following a net loss of $322 million for the year ended Dec. 31, 2015. As of Dec. 31, 2016, Arconic had $20.03 billion in total assets, $14.89 billion in total liabilities and $5.14 billion in total equity. "For the 2016 annual period, Arconic adopted changes issued by the FASB related to the evaluation of an entity's ability to continue as a going concern. Previously, under GAAP, continuation of a reporting entity as a going concern was presumed as the basis for preparing financial statements unless and until the entity's liquidation becomes imminent. Even if an entity's liquidation was not imminent, there may have been conditions or events that raised substantial doubt about the entity's ability to continue as a going concern," as disclosed in the Company's Form 10-K report for the year ended Dec. 31, 2016. ARIZONA ACADEMY: Disclosures OK'd; Plan Hearing on May 30 --------------------------------------------------------- The Hon. Scott H. Gan of the U.S. Bankruptcy Court for the District of Arizona has approved Arizona Academy of Science and Technology, Inc.'s second amended disclosure statement referring to the Debtor's plan of reorganization. The initial hearing to consider the confirmation of the Plan will be held on May 30, 2017, at 1:30 p.m. Objections to the confirmation of the Plan must be filed by May 22, 2017. The last day for filing with the Court written acceptance or rejections of the Plan is May 22, 2017. About Arizona Academy of Science and Technology Arizona Academy of Science and Technology, Inc., filed a Chapter 11 bankruptcy petition (Bankr. D.Ariz. Case No. 16-09573) on Aug. 18, 2016. The Hon. Scott H. Gan presides over the case. Davis Miles McGuire Gardner, PLLC, represents the Debtor as counsel. In its petition, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. The petition was signed by Grant Creech, director. Ilene J. Lashinsky, the U.S. Trustee for District of Arizona, appointed on Sept. 20 three creditors of Arizona Academy of Science and Technology, Inc., to serve on the official committee of unsecured creditors. ARRIS GROUP: Moody's Affirms Ba3 Secured Debt Ratings ----------------------------------------------------- Moody's Investors Service affirmed ARRIS's Ba3 secured debt ratings and revised its ratings outlook to positive from stable. Moody's also assigned a Ba3 Corporate Family Rating (CFR) to ARRIS International plc (parent of ARRIS Group) and withdrew the Ba3 CFR at ARRIS Group, Inc. The positive outlook reflects the progress the company has made in integrating the Pace plc acquisition, expectations for improving leverage and cash flow generation, and solid growth prospects for the network, gateway and Ruckus product lines which should offset some of the expected declines in the set top box business. RATINGS RATIONALE Leverage is expected to trend to well under 3x over the next 12 to 18 months as restructuring, transaction and integration costs from the Pace acquisition are largely behind the company. Though there will be some additional costs related to the pending Ruckus/ICX acquisition, Ruckus/ICX is being acquired with cash on hand and the transaction will effectively be de-levering. Actual leverage is 3.8x as of December 2016 but 2.8x excluding the one-time expenses associated with the Pace acquisition. The Pace acquisition closed on January 4, 2016. Although 2016 revenues of $6.8 billion were substantial and likely the largest in the cable equipment industry, they were well below the combined pre-acquisition revenues of the Pace and ARRIS businesses. Though revenues were down, ARRIS was able to take out a significant amount of costs from the combined companies. The decline in revenues was primarily in the customer premise equipment (CPE) segment and driven by a combination of pricing pressure, F/X headwinds, cable industry consolidation, shifting architectures, reluctance by customers to concentrate business with one supplier and typical "lumpiness" in industry spending patterns. Though Moody's expected some decline in CPE revenues, the magnitude was much larger than expected. Nonetheless the higher margin network equipment and cloud segment grew solidly during this period. The Ba3 corporate family rating reflects ARRIS's significant scale, leading market position, strong cash flow generating capability and solid capital structure. Though there are long term threats to ARRIS's set-top box business, the cable and telco industries are expected to continue to spend heavily on upgrading customer equipment (i.e. Wi-Fi access routers and gateways), headend and related network equipment, and software to accommodate increasing bandwidth demands, new products and a migration to IP based platforms. ARRIS's (and predecessors, Motorola Home's and Pace's) long term relationships with the cable and telco video providers and expertise in developing products integrated with the providers' networks and business models are also key ratings considerations and should ensure the company remains an important player in the equipment industry. These relationships are critical as the video and data delivery architectures shift to IP based systems and new non-traditional players attempt to enter the home equipment and services business. The ratings are tempered by the evolving architectures of the cable equipment industry, volatile spending patterns, threats from new entrants as well as ARRIS's acquisition appetite, which can temporarily increase leverage. Leverage levels are expected to trend below 3x over the next 12-18 months (pro forma for the Ruckus acquisition). If ARRIS is able to stabilize revenues and maintain leverage around 3x or below, the ratings could be upgraded. If revenues and EBITDA decline significantly and leverage is expected to remain above 4x, the ratings could be downgraded. Liquidity is very good as reflected in the SGL-1 speculative grade liquidity rating. Liquidity is supported by cash on hand ($1.1 billion as of December 31, 2016), a $500 million revolver due 2020 ($498 million available as of December 31, 2016) and expectations of over $600 million of free cash flow. The $800 million Ruckus/ICX acquisition is expected to close in mid to late summer 2017 and will be funded with cash. The following ratings were affected: Assignments: Issuer: ARRIS International plc -- Corporate Family Rating, Assigned Ba3 -- Probability of Default Rating, Assigned Ba3-PD -- Speculative Grade Liquidity Rating, Assigned SGL-1 Outlook Actions: Issuer: ARRIS Group, Inc. -- Outlook, Changed To Positive From Stable Issuer: ARRIS International plc -- Outlook, Changed To Positive From Stable Affirmations: Issuer: ARRIS Group, Inc. -- Senior Secured Bank Credit Facility, Affirmed Ba3 (LGD 3) Issuer: ARRIS International plc -- Senior Secured Bank Credit Facility, Affirmed Ba3 (LGD 3) Withdrawals: Issuer: ARRIS Group, Inc. -- Corporate Family Rating, Withdrawn, previously rated Ba3 -- Probability of Default Rating, Withdrawn, previously rated Ba3-PD -- Speculative Grade Liquidity Rating, Withdrawn, previously rated SGL-1 ARRIS Group, Inc., a subsidiary of ARRIS International plc, is one of the largest providers of equipment to the broad cable television industry. ARRIS International plc had revenues of $6.8 billion in 2016. The principal methodology used in these ratings was Diversified Technology Rating Methodology published in December 2015. AURORA GAS: Unsecureds to be Paid in Full at 5% Under Plan ---------------------------------------------------------- Aurora Gas, LLC, filed with the U.S. Bankruptcy Court for the District of Alaska a disclosure statement describing its plan of reorganization, dated April 7, 2017. The Plan provides for liquidation of the Debtor's assets in order to pay administrative, priority and general unsecured creditors to the extent possible. The liquidation will be conducted by current management over a period of time commencing on the effective date of the Plan and terminating Oct. 31, 2017. All asset sales, net of sales expenses and current operating expenses of the Debtor will be deposited in a separate bank account, from which claims will be paid in the following order: administrative claims, priority unsecured claims, and general unsecured claims. Class 1 under the plan consists of the general unsecured creditors. Class 1 unsecured claims will receive payments on a schedule agreed to by the Debtor and the Unsecured Creditors' Committee with the goal of completing all distributions by Dec. 31, 2017. Payments on unsecured claims will be made until the earlier of (a) all Liquidation Proceed have been distributed, or (b) all allowed unsecured claims have been paid in full with interest at 5% per annum from May 3, 2016. The total amount of unsecured creditor claims will be approximately $1.6 million. The amount of unsecured claims could change if plug and abandonment claims are asserted following the termination of any mineral leases the Debtor is not able to sell during the Liquidation Period. Payments and distributions under the Plan will be funded from cash, ongoing revenue, and the sales proceeds of Debtor's assets. The Disclosure Statement is available at: http://bankrupt.com/misc/akb16-00130-176.pdf The Debtor is represented by: David H. Bundy, Esq. DAVID H. BUNDY, P.C. 310 K Street Suite 200 Anchorage, AK 99501 (907) 248-8431 About Aurora Gas Sugarland, Texas-based Aurora Gas LLC owns and operates gas-producing properties in Alaska and also engages in the exploration and development of gas properties. Erik LeRoy, Esq., at Erik Leroy P.C., on behalf of Aurora Well Service, LLC, Shirleyville Enterprises, LLC, and Tanks A Lot, Inc., filed an involuntary Chapter 11 bankruptcy petition against the Debtor (Bankr. D. Alaska Case No. 16-00130) on May 3, 2016. AXIOM HOLDINGS: Anthony Kam & Assoc. Raises Going Concern Doubt --------------------------------------------------------------- Axiom Holdings, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K, disclosing a net loss of $1.02 million on $2.23 million of revenues for the year ended December 31, 2016, compared to a net loss of $506,980 on $1.99 million of revenues for the year ended December 31, 2015. Anthony Kam & Associates Limited in Hong Kong, China, notes that the Company has an obligation of guarantee to pay off its revenue of total of $1,364,620, an accumulated deficit of $2,882,019 as of December 31, 2016, and a net loss of $1,019,111 and net cash used in operations of $6,202,033 for the year ended December 31, 2016. These factors raise substantial doubt about the Company's ability to continue as a going concern. The Company's balance sheet at December 31, 2016, showed total assets of $81.55 million, total liabilities of $72.35 million, and a stockholders' equity of $9.20 million. A full-text copy of the Company's Form 10-K is available at: https://is.gd/FLuSKu Based in Kowloon, Hong Kong, Axiom Holdings, Inc., is a shell company. The Company through its subsidiary, Quality Resort Hotels, Inc. (QRH), is engaged in marketing discount vacation packages to sought-after resort destinations throughout North America. The Company, through QRH, operates as a vacations company that books online travel. It is seeking business opportunities with established business entities for merger with or acquisition of a target business. B/E AEROSPACE: Moody's Withdraws Ba2 CFR on Debt Repayments ----------------------------------------------------------- Moody's Investors Service has withdrawn all of its ratings on B/E Aerospace, Inc., after Rockwell Collins, Inc., completed its acquisition of the company and subsequently repaid all of B/E Aerospace outstanding indebtedness. Issuer: B/E Aerospace, Inc. Ratings Withdrawn: Corporate Family Rating, Ba2 Speculative Grade Liquidity Rating, SGL-1 Probability of Default Rating, Ba2-PD $600 million senior secured revolving credit facility due 2019, Ba2 (LGD-3) $2,200 million senior secured term loan due 2021, Ba2 (LGD-3) Stable Outlook withdrawn RATINGS RATIONALE Moody's has withdrawn the ratings due to the obligation being repaid. B/E Aerospace, Inc. is a leading manufacturer of commercial and general aviation cabin interior products for commercial aircraft and business jets. B/E Aerospace's products include aircraft seats, equipment for food and beverage preparation and storage, modular lavatories, oxygen delivery systems, and a range of business jet and general aviation interior products. Revenues for the twelve months ended December 2016 are approximately $2.9 billion. BARIA AND SONS: Hires Padgett Business Services as Accountant ------------------------------------------------------------- Baria and Sons, LLC seeks approval from the US Bankruptcy Court for the Western District of Michigan to employ B & B Consulting Services, Inc. dba Padgett Business Services of Grandville MI as accountants for its Chapter 11 case. The professional accounting services to be rendered are: a. provide accounting advice regarding the business, its operations, and managing the Debtor's property; b. prepare profit and loss statements, balance sheets, tax returns, and any required monthly reports on behalf of the Debtor; and c. perform all other accounting services necessary for the Debtor. Padgett's fees are: a. Total monthly fee of $425.00 which includes: -- $150.00 (new expense) per month for monthly required United States Trustee reports, -- $275.00 for general monthly accounting, which includes maintenance of the company's book of accounts, account ledgers, general journal, and reporting on income and expense as well as balance sheet. This also includes the quarterly payroll reporting so that payroll tax forms can be filed. b. Fees for preparation of required state and federal annual tax returns are contained on the attached schedule of fees. Joel Baker, CPA for B & B Consulting Services, Inc., attests that Padgett has not had as clients any of the Debtor's creditors, or other parties listed by the Debtor, in any matters relating to the Debtor or its estate, and has no connection with any attorneys, accountants, or other professionals employed by the Debtor as of the commencement of these proceedings. The Firm can be reached through: Joel Baker B & B Consulting Services, Inc. dba Padgett Business Services of Grandville MI 4366 Prairie St SW Grandville, MI 49418 Phone: 616-257-0788 About Baria and Sons, LLC Baria and Sons, LLC filed a Chapter 11 petition (Bankr. W.D. Mich. Case No. 17-00970), on March 6, 2017. The Petition was signed by Gurinder Baria, General Manager. The Debtor is represented by James R. Oppenhuizen, Esq. at Oppenhuizen Law Firm, PLC. At the time of filing, the Debtor had estimated both assets and liabilities to be between $500,000 and $1 million each. No Trustee or Examiner has been appointed in the Debtor's Chapter 11 case and no Committees have been designated. BARSTOW MANAGEMENT: Can Use Lenders' Cash Collateral on Interim --------------------------------------------------------------- Judge Stacey G. Jernigan of the U.S. Bankruptcy Court for the Northern District of Texas authorized Barstow Management, LLC, to use cash collateral of American Savings Life Insurance Co. and Compass Bank on an interim basis. A continued hearing was held on April 6, 2017. The Debtor is authorized to use Cash Collateral subject to the protections and consideration described in the Order in the amounts and for the expenses set forth on the monthly budget. The one-month Budget contemplates total monthly income of $23,800 and total expenses of $23,348. The Secured Lenders are granted valid, binding, enforceable, and perfected liens co-extensive with the Secured Lenders' pre-petition liens in all currently owned or hereafter acquired property and assets of the Debtor, of any kind or nature, whether real or personal, tangible or intangible, wherever located, now owned or hereafter acquired or arising and all proceeds and products, including, without limitation, all accounts receivable, general intangibles, inventory, and deposit accounts coextensive with their pre-petition liens. The Debtor is permitted to pay U.S. Trustee fees incurred during the case. As adequate protection for the diminution in value of the interests of the Secured Lenders, the Secured Lenders are granted replacement liens and security interests, coextensive with their pre-petition liens. The replacement liens granted to the Secured Lenders in the Order are automatically perfected without the need for filing of a UCC-1 financing statement with the Secretary of State's Office or any other such act of perfection. All cash accounts of Debtor and all accounts receivable collections by Debtor post-petition will be deposited in a separate cash collateral account, being the Debtor's debtor-in-possession accounts. During the pendency of the order, the Debtor will maintain insurance on the Secured Lenders' collateral and pay taxes when due. The automatic stay under Section 362(a) of the Bankruptcy Code will be, and it is, modified to the extent necessary to permit the Secured Lenders to retrieve, collect and apply payments and proceeds in respect of the Pre-petition Collateral and Post-petition Collateral in accordance with the terms and provisions of the Order. The Secured Lenders' liens in Post-petition Collateral are and will be valid, perfected, enforceable and effective as of the Petition Date without the need for any further action or the necessity of execution or filing of any instruments or agreements. Ms. Genoveva Robinson will appear and testify at the hearing on April 27, 2017. The original receipts must be produced at the April 27, 2017 hearing, reflecting all post-petition expenditures of cash collateral by Ms. Robinson or by any other party on behalf of the Debtor. A copy of the Budget attached to the Interim Order is available for free at: http://bankrupt.com/misc/txnb17-30401-11_54_Cash_Barstow_Management.pdf About Barstow Management LLC Barstow Management LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 17-30401) on Feb. 3, 2017. The petition was signed by Michael Robinson, president. The case is assigned to Judge Stacey G. Jernigan. At the time of the filing, the Debtor estimated its assets and liabilities at $1 million to $10 million. The Debtor formerly hired Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC, to represent it in its Chapter 11 proceeding. The Debtor currently hires Gregory W. Mitchell, Esq. at The Mitchell Law Firm, L.P., as substitute counsel. No request has been made for the appointment of a trustee or examiner and no official committee has yet been appointed. BE MY GUEST: Taps Pick & Zabicki as Bankruptcy Counsel ------------------------------------------------------ Be My Guest, LLC seeks approval from the US Bankruptcy Court for the Southern District of New York to employ Pick & Zabicki LLP as bankruptcy counsel. Professional services to be rendered by Pick & Zabicki are: a. advise the Debtor with respect to its rights and duties as a debtor-in-possession; b. assist and advise the Debtor in the preparation of its financial statements, schedules of assets and liabilities, statement of financial affairs and other reports and documentation required pursuant to the Bankruptcy Code and the Bankruptcy Rules; c. represent the Debtor at all hearings and other proceedings relating to its affairs as a chapter 11 debtor; d. prosecute and defend litigated matters that may arise during the chapter 11 case; e. assist the Debtor in analyzing the claims of creditors and in negotiating with such creditors; f. prepare any and all necessary motions, applications, answers, orders, reports and papers in connection with the administration and prosecution of the Debtor's chapter 11 case; and g. perform such other legal services as may be required and/or deemed to be in the interest of the Debtor in accordance with its powers and duties as set forth in the Bankruptcy Code. Pick & Zabicki will bill at its normal hourly rates which are: Partners - $350-$425.00 Associates - $250.00 Paraprofessionals - $125.00 Douglas J. Pick, member of law firm Pick & Zabicki LLP, attests that P&Z is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The Firm can be reached through: Douglas J. Pick, Esq. Eric C. Zabicki, Esq. PICK & ZABICKI LLP 369 Lexington Avenue, 12th Floor New York, NY 10017 Tel: (212) 695-6000 About Be My Guest Be My Guest, LLC filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 17-10692) on March 22, 2017. The petition was signed by Lucy Balan, authorized member. Douglas J. Pick, Esq. of Pick & Zabicki LLP represents the Debtor. The Hon. Sean H. Lane presides over the case. As of date of filing, Be My Guest had $500,000 to $1 million estimated assets and $1 million to $10 million estimated liabilities. BENZIE LEASING: Inks Stipulation for Cash Use for 120 Days ---------------------------------------------------------- Benzie Leasing, LLC, Honor Bank, and the Office of the United States Trustee submit to the U.S. Bankruptcy Court for the Western District of Michigan their Fourth Stipulation extending the Debtor's use of cash collateral and the payment of adequate protection. The parties previously stipulated to the use of cash collateral and for payment of adequate protection pursuant to a document entitled "Stipulation for Continued Use of Cash Collateral and Payment of Adequate Protection" filed on Feb. 18, 2016 (DN 36). The Court adopted the terms of that Stipulation by an Order on Feb. 26, 2016. Since the Order of Feb. 26, 2016, there were three subsequent Orders extending of the Debtor's Continued Use of Cash Collateral and permitting Payment of Adequate Protection: (i) on June 17, 2016; (ii) on Sept. 16, 2016 and (iii) on Dec. 15, 2016. On Dec. 14, 2016, the parties entered into a "Third Stipulation for Extending the Continued Use of Cash Collateral Agreement and Payment of Adequate Protection." The Stipulation at paragraph 7 contained an expiration clause, limiting the Extension's effective period to 90 days from the date of the Order which would be March 15, 2017. The parties consent to extend the Use of Cash Collateral and Payment of Adequate Protection for a period of 120 days from entry of the Order approving the Fourth Stipulation, or until a Plan of Reorganization is confirmed. The parties agree to amend DN 36 at paragraph 15 such that the Stipulation will be effective as of the date of filing with the Court, subject to the notice to creditors pursuant to Fed. R. Bankr. P. 4001(d). Adequate protection payments will continue monthly until further agreement of the parties, confirmation of the Debtor's Plan of Reorganization, further order of the Court or for the next 120 days, whichever will come sooner. The parties agree to amend DN 36 to strike paragraph 5 and to forgo the reference to or substantial compliance with any projections. They agree that all other terms and conditions contained in DN 36 remain unaltered and in full force and effect. A full-text copy of the Fourth Stipulation is available for free at: http://bankrupt.com/misc/miwb16-00348_117_Cash_Benzie_Leasing.pdf About Benzie Leasing Benzie Leasing, LLC -- dba Xpress Lube of Benzonia, Bay Auto Wash and Benzie Wash -- filed a chapter 11 petition (Bankr. W.D. Mich. Case No. 16-00348) on Jan. 28, 2016. The petition was signed by David A. Wolfe, sole member and manager. The Debtor is represented by Michael P. Corcoran, Esq., at Corcoran Law Office. The case is assigned to Judge James W. Boyd. The Debtor disclosed $817,220 in assets and debt totaling $1.27 million at the time of the filing. BIOSCRIP INC: Will Get Nil From Resale of 7.1M Common Shares ------------------------------------------------------------ BioScrip, Inc. filed with the Securities and Exchange Commission an amended Form S-3 registration statement relating to the offer and sale from time to time by Home Infusion Solutions, LLC of up to 7,093,750 shares of the Common Stock, par value $0.0001 per share, of BioScrip, Inc. The Company is registering the resale of the shares of Common Stock as required by the Asset Purchase Agreement, dated as of June 11, 2016, by and among HS Infusion Holdings, Inc., a Delaware corporation, Home Infusion Solutions, LLC, a Delaware limited liability company and a subsidiary of Home Solutions, certain subsidiaries of Home Solutions, BioScrip and HomeChoice Partners, Inc., a Delaware corporation. The Company will not receive any of the proceeds from the sale of shares of Common Stock by the Selling Stockholder. The Selling Stockholder will pay all underwriting discounts and selling commissions, if any, in connection with the sale of the shares of Common Stock. The Company has agreed to pay certain expenses in connection with this registration statement and to indemnify the Selling Stockholder against certain liabilities. To the Company's knowledge, no underwriter or other person has been engaged to facilitate the sale of shares of Common Stock in this offering. The Company's Common Stock is traded on the NASDAQ Global Market under the symbol "BIOS." On April 12, 2017, the last reported sale price of our Common Stock was $1.41 per share. A full-text copy of the Form S-3, as amended on April 13, 2017, is available for free at https://is.gd/SShgj4 About Bioscrip Headquartered in Denver, Colo., BioScrip, Inc., is a national provider of home infusion services. The company's clinical management programs and services provide access to prescription medications for patients with chronic and acute healthcare conditions, including gastrointestinal abnormalities, infectious diseases, cancer, pain management, multiple sclerosis, organ transplants, bleeding disorders, rheumatoid arthritis, immune deficiencies and heart failure. BioScrip incurred a net loss attributable to common stockholders of $50.59 million for the year ended Dec. 31, 2016, compared to a net loss attributable to common stockholders of $309.51 million for the year ended Dec. 31, 2015. As of Dec. 31, 2016, Bioscrip had $607.74 million in total assets, $567.30 million in total liabilities, $2.46 million in series A convertible preferred stock, $69.54 million in series C convertible preferred stock, and a $31.56 million total stockholders' deficit. * * * In November 2016, S&P Global Ratings lowered its corporate credit rating on home infusion services provider BioScrip Inc. to 'CCC' from 'CCC+' and revised the outlook to developing from stable. "The downgrade reflects our belief that the company could face a liquidity event within 12 months if it is unable to rapidly improve profitability; moreover, given the company's lowered guidance, its meaningful EBITDA shortfall in the third quarter, and its pattern of falling short of its expectations, our confidence in the company's ability to execute on its cost-cutting and other strategic initiatives is limited," said credit analyst Elan Nat. In March 2016, Moody's Investors Service downgraded BioScrip's Corporate Family Rating to 'Caa2' from 'Caa1' and Probability of Default Rating to 'Caa2-PD' from 'Caa1-PD'. BIOSCRIP INC: Will Get Nothing From Resale of 3.3M Common Shares ---------------------------------------------------------------- BioScrip, Inc. filed an amendment no.1 to its Form S-3 registration statement relating to the offer and sale from time to time by Venor Capital Master Fund Ltd., Map 139 Segregated Portfolio of LMA SPC, Venor Special Situations Fund II LP and Trevithick LP of up to 3,300,000 shares of the Common Stock, par value $0.0001 per share, of BioScrip, Inc. that are currently issued and outstanding. The Selling Stockholders acquired all of the shares of Common Stock covered by this prospectus in a private placement transaction in which the Company sold 3,300,000 shares of Common Stock to the Selling Stockholders pursuant to a stock purchase agreement, dated March 1, 2017, by and among BioScrip and Venor Capital Master Fund Ltd., MAP 139 Segregated Portfolio of LMA SPC, Venor Special Situations Fund II LP and Trevithick LP. The Company is registering the offer and sale of the shares of Common Stock to satisfy registration rights it hase granted to the Selling Stockholders. The Company will not receive any of the proceeds from the sale of shares of Common Stock by the Selling Stockholders. The Selling Stockholders will pay all underwriting discounts and selling commissions, if any, in connection with the sale of the shares of Common Stock. The Company has agreed to pay certain expenses in connection with this registration statement and to indemnify the Selling Stockholders against certain liabilities. To the Company's knowledge, no underwriter or other person has been engaged to facilitate the sale of shares of Common Stock in this offering. The Company's Common Stock is traded on the NASDAQ Global Market under the symbol "BIOS." On April 12, 2017, the last reported sale price of the Company's Common Stock was $1.41 per share. A full-text copy of the Form S-3, as amended on April 13, 2017, is available for free at https://is.gd/d3oSjo About Bioscrip Headquartered in Denver, Colo., BioScrip, Inc., is a national provider of home infusion services. The company's clinical management programs and services provide access to prescription medications for patients with chronic and acute healthcare conditions, including gastrointestinal abnormalities, infectious diseases, cancer, pain management, multiple sclerosis, organ transplants, bleeding disorders, rheumatoid arthritis, immune deficiencies and heart failure. BioScrip incurred a net loss attributable to common stockholders of $50.59 million for the year ended Dec. 31, 2016, compared to a net loss attributable to common stockholders of $309.51 million for the year ended Dec. 31, 2015. As of Dec. 31, 2016, Bioscrip had $607.74 million in total assets, $567.30 million in total liabilities, $2.46 million in series A convertible preferred stock, $69.54 million in series C convertible preferred stock, and a $31.56 million total stockholders' deficit. * * * In November 2016, S&P Global Ratings lowered its corporate credit rating on home infusion services provider BioScrip Inc. to 'CCC' from 'CCC+' and revised the outlook to developing from stable. "The downgrade reflects our belief that the company could face a liquidity event within 12 months if it is unable to rapidly improve profitability; moreover, given the company's lowered guidance, its meaningful EBITDA shortfall in the third quarter, and its pattern of falling short of its expectations, our confidence in the company's ability to execute on its cost-cutting and other strategic initiatives is limited," said credit analyst Elan Nat. In March 2016, Moody's Investors Service downgraded BioScrip's Corporate Family Rating to 'Caa2' from 'Caa1' and Probability of Default Rating to 'Caa2-PD' from 'Caa1-PD'. BIOSTAGE INC: Files Post-Effective Amendment to Form S-1 -------------------------------------------------------- Biostage, Inc. filed a post-effective amendment No. 3 to its registration statement on Form S-1 which was first filed with the Securities and Exchange Commission on Jan. 4, 2017, as amended. The primary purpose of the Post-Effective Amendment No. 3 is to (i) incorporate the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2016, along with certain other documents filed by the Registrant with the Commission since Dec. 31, 2016, into the prospectus forming a part hereof, (ii) provide for the incorporation by reference in the Registration Statement of all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended; and (iii) make certain other updates to the prospectus forming a part hereof. On Feb. 10, 2017, the Company completed a public offering pursuant to the Registration Statement of 20,000,000 shares of its common stock and the issuance of warrants to purchase 20,000,000 shares of common stock. Additionally, the Company issued warrants to purchase 1,000,000 shares of common stock to the placement agent for the offering. This Post-Effective Amendment No. 3 solely relates to the 21,000,000 shares of the Company's common stock that may be issued pursuant to exercise of the warrants. No additional securities are being registered under this Post-Effective Amendment No. 3. All applicable filing fees were paid at the time of the original filing of the Registration Statement. A full-text copy of the regulatory filing is available at: https://is.gd/TjEsB3 About Biostage Biostage, Inc., formerly Harvard Apparatus Regenerative Technology, Inc. -- http://www.biostage.com/-- is a biotechnology company engaged in developing bioengineered organ implants based on its Cellframe technology. Biostage reported a net loss of $11.57 million on $82,000 of revenues for the year ended Dec. 31, 2016, compared to a net loss of $11.70 million on $118,000 of revenues for the year ended Dec. 31, 2015. The Company's balance sheet at Dec. 31, 2016, showed $4.55 million in total assets, $2.77 million in total liabilities and $1.77 million in total stockholders' equity. KPMG LLP, in Cambridge, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has suffered recurring losses from operations and will require additional financing to fund future operations which raise substantial doubt about its ability to continue as a going concern. BIOSTAR PHARMACEUTICALS: Sales Will be Primary Source of Funds -------------------------------------------------------------- Biostar Pharmaceuticals, Inc., which develops, manufactures and markets pharmaceutical and health supplement products for a variety of diseases and conditions, disclosed in a regulatory filing with the Securities and Exchange Commission that it had experienced a substantial decrease in sales volume of all Aoxing Pharmaceutical Products due to the temporarily suspension of production to conduct maintenance of its production lines to renew its GMP certificates from 2015. The Company said that while its production levels of Shaanxi Weinan products, being sold to a single customer, helped to offset the substantial decrease in its sales volume, its sales volume continued to remain at the present decreased levels. In addition, for the upgrade of the production facilities, the operation of Shaanxi Weinan was temporarily suspended since December 2016. "There is no assurance that the production lines at Aoxing Pharmaceutical will resume and the renewal of GMP certificates will occur when anticipated, or even if they are renewed, we will be able to return to the production levels as anticipated," the Company said in the filing. "Our inability to regain our production levels as anticipated may have material adverse effects on our business, operations and financial performance, and the Company may become insolvent." For the year ended Dec. 31, 2016, the Company reported a net loss of $5.69 million on $2.38 million of net sales for the year ended Dec. 31, 2016, compared to a net loss of $25.11 million on $27.12 million of net sales for the year ended Dec. 31, 2015. As of Dec. 31, 2016, Biostar had $42.50 million in total assets, $5.62 million in total liabilities, all current, and $36.87 million in total stockholders' equity. As of Dec. 31, 2016, the Company had $173,290 of cash and working capital of $1,741,863. During 2015, as a result of outstanding personal debts of the Chief Executive Officer, Mr. Ronghua Wang, one of the Company's bank accounts was frozen, title of three residential properties of the Company had been transferred and resulted in a loss of approximately $0.5 million (RMB 3.3 million), and certain buildings and land use rights are currently seized by the court but have not been transferred to the lender. The seized buildings and land use rights have been included in property and equipment and intangible assets respectively in the Company's Consolidated Balance Sheets at December 31, 2016 and 2015. In February 2016, the court attempted to force a sale of the Company's land use rights and buildings. As of Dec. 31, 2016, Mr. Ronghua Wang had fully repaid the outstanding balance of the loan, thus the creditor petitioned the court to terminate the auction sale. Mr. Ronghua Wang has repaid approximately $0.5 million (RMB 3.3 million) to the company to make good the loss recognized in 2015. Such cash collection is included in "other income" for year ended Dec. 31, 2016. Under the current PRC legal practice, there is also no assurance that there will be no other cases that would put the Company's properties at risk. Based on the Cmpany's current plans for the next twelve months from the issuance of the financial statement, that is through April 2018, it anticipates that the operation of Aoxing Pharmaceutical and Shaanxi Weinan will be resumed in the first half of 2017 and the sales of their pharmaceutical products will be the primary organic source of funds for future operating activities in 2017. In addition, the Company expects that the acquisition and production of the new drug permit will be completed in the second half of 2017, together with the launching of the new product "Easy Breathing", it will bring additional revenue and generate profits in the coming future. Currently, the Company is able to collect outstanding accounts and other receivables to meet its debt obligations; the Company may also try to procure bank borrowing, if available, as well as capital raises through public or private offerings of its shares and warrants. Mazars CPA Limited, Certified Public Accountants, in Hong Kong, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, stating that the Company had experienced a substantial decrease in sales volume which resulting a net loss for the year ended Dec. 31, 2016. Also, part of the Company's buildings and land use rights are subject to litigation between an independent third party and the Company's chief executive officer, and the title of these buildings and land use rights has been seized by the PRC Courts so that the Company cannot be sold without the Court's permission. In addition, the Company already violated its financial covenants included in its short-term bank loans. These conditions raise substantial doubt about the Company's ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: https://is.gd/F7VoeN BOOZ ALLEN: Moody's Affirms Ba2 CFR & Rates Planned $350MM Notes B1 ------------------------------------------------------------------- Moody's Investors Service has affirmed Booz Allen Hamilton Inc.'s Ba2 Corporate Family and Ba2-PD Probability of Default Ratings. Moody's also assigned a B1 rating to the planned $350 million senior unsecured notes due 2025, a new class of debt for BAH, and upgraded the senior secured rating to Ba1 from Ba2. The negative rating outlook continues. RATINGS RATIONALE The negative rating outlook reflects the potential reputational and financial impact from the February 8th grand jury finding against a former BAH employee who- per the indictment- stole classified information related to national defense. The case raises questions around BAH's internal controls and governance in conducting business with the government, particularly critical given the highly sensitive nature of BAH's intelligence work. As characteristics of the incident are similar to the public circumstances around another BAH employee that arose in 2013, process for managing the information may need to be updated. The Ba2 CFR reflects BAH's expertise as a consultant to US government agencies on high-level, demanding assignments. Deep client knowledge facilitates new business development activity, while low contract concentration lessens exposure to changes in federal spending priorities. The CFR incorporates BAH's favorable booking rate in recent quarters and the backlog growth trend. Debt to EBITDA rises to 3.4x from 3.2x as of December 31, 2016 pro forma for the unsecured note issuance and including Aquilent, levels that are in line with other companies also at the Ba2 level. Proceeds of the notes will be retained as cash for general corporate purposes and about $132 million is expected to repay revolver borrowing that followed the January 2017 acquisition of Aquilent for $250 million. BAH's acquisitive appetite has grown as the defense services sector consolidates and competitors build scale and capabilities. With the note issuance, room for acquisition-related borrowings at the rating level will diminish but the expected cash balance of nearly $500 million provides capital for investment. Near-term free cash flow should be $200 million or higher, enough to cover the $80 million deferred payment obligation and scheduled term debt amortization. The senior secured debt rating has been upgraded to Ba1 from Ba2 because the $350 million unsecured notes should absorb loss and thereby improve recovery of the secured claims. The rating could be downgraded with backlog losses, expectations of debt to EBITDA rising to the high 3x range or funds from operation/debt descending toward 15%, or diminished liquidity such as from covenant headroom pressure or ongoing revolver dependence. The rating outlook could be stabilized with evidence that BAH has addressed the classified information control issue without a material impact to its financial condition or business prospects. The following summarizes rating action: Upgrades: Issuer: Booz Allen Hamilton Inc. -- Senior Secured Bank Credit Facility, Upgraded to Ba1 (LGD 3) from Ba2 (LGD 3) Assignments: Issuer: Booz Allen Hamilton Inc. -- Senior Unsecured Regular Bond/Debenture, Assigned B1 (LGD 5) Outlook Actions: Issuer: Booz Allen Hamilton Inc. -- Outlook, Remains Negative Affirmations: Issuer: Booz Allen Hamilton Inc. -- Probability of Default Rating, Affirmed Ba2-PD -- Speculative Grade Liquidity Rating, Affirmed SGL-2 -- Corporate Family Rating, Affirmed Ba2 Booz Allen Hamilton, Inc. is a provider of management and technology consulting and engineering services to governments in the defense, intelligence and civil markets, global corporations and not-for-profit organizations. Booz Allen is headquartered in McLean, Virginia, and reported revenues of approximately $5.6 billion for the twelve months ended December 31, 2016. Carlyle owns about 11% of the outstanding common stock. The principal methodology used in these ratings was Global Aerospace and Defense Industry published in April 2014. BOOZ ALLEN: S&P Affirms 'BB' CCR & Rates $350MM Unsec. Notes 'B+' ----------------------------------------------------------------- S&P Global Ratings affirmed its 'BB' corporate credit rating on McLean, Va.-based Booz Allen Hamilton Inc. The outlook is stable. S&P also assigned its 'B+' issue-level rating and '6' recovery rating to the company's proposed $350 million senior unsecured notes maturing 2025. The '6' recovery rating indicates S&P's expectation for negligible (0%-10%; rounded estimate: 0%) recovery of principal in the event of default. At the same time, S&P affirmed its 'BB' issue-level rating on the company's $2.08 billion senior secured credit facility, which consists of its $1.18 billion term loan A due 2021, $399 million term loan B due 2023, and $500 million revolving credit facility expiring 2021. The recovery rating remains '3', indicating S&P's expectation for meaningful recovery (50% to 70%; rounded estimate: 65%). "Our view of BAH's business risk profile reflects the company's long-standing relationships with key intelligence and defense organizations, meaningful scale that enables it to compete effectively for contracts, diverse customers and service capabilities, and low contract concentration risk," said S&P Global Ratings credit analyst Adam Lynn. Uncertainties about the federal government's defense spending budget and the evolving competitive landscape for government contracting partially offset these factors. The stable outlook reflects S&P's expectation that BAH's stable business performance, positive free operating cash flow, and opportunistic acquisitions or shareholder return policy will lead to leverage remaining in the 2x-4x range over the next 12 months. S&P could lower the rating on the company if revenue falls due to competition, such that there are significant contract losses and EBITDA margin declines, or if the company deviates from its financial policy such that leverage exceeds 4x on a sustained basis. S&P could consider an upgrade if the company can demonstrate improved operating performance and revenue growth such that leverage diminishes to below 3x and, more importantly, the company commits to leverage below that on an ongoing basis. BOSS REAL ESTATE: AZ 3-16 Lenders Do Not Consent to Cash Use ------------------------------------------------------------ AZ 3-16 Fund LLC and Asset-Backed Lending Partners, LP, disclosed in a filing with the U.S. Bankruptcy Court for the District of Arizona that they do not consent -- and have not consented to -- Boss Real Estate Holdings, LLC's use of any cash collateral for any purpose. The AZ 3-16 Lenders assert first priority liens and security interests in real property and personal property owned by the Debtor located at 2816 South Country Club Drive and 2828 South Country Club Drive, Mesa, Arizona 85210, which includes the Debtor's rights to receive payment from another person or entity, income, receipts, issues, deposits, profits, accounts, general intangibles, and any other cash and cash equivalents arising out of or generated from the Mortgaged Property and/or the loan documents. The AZ 3-16 Lenders demand that the Debtor segregate and preserve all cash collateral and provide an accounting of all cash collateral, including, without limitation: (a) the source of any retainer provided to proposed Debtor's counsel; (b) cash on hand as of the Petition Date; (c) all rents and income generated or received by the Debtor as of the Petition Date and from and after the Petition Date; (d) all proceeds of any of AZ 3-16 Lenders' Collateral; (e) all cash collateral used by the Debtor as of the Petition Date; and (f) all inventory in the possession of the Debtor as of the Petition Date. AZ 3-16 Fund LLC and Asset-Backed Lending Partners, LP, are represented by: Lori L. Winkelman, Esq. Amelia B. Valenzuela QUARLES & BRADY LLP Renaissance One Two North Central Avenue Phoenix, AZ 85004-2391 Telephone: 602.229.5200 E-mail: lori.winkelman@quarles.com amelia.valenzuela@quarles.com About Boss Real Estate Holdings Boss Real Estate is an Arizona domestic LLC, managed by lone principal, Michael Harris from Gilbert, Arizona. Boss Real Estate filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 17-03716) on April 10, 2017. The petition was signed by Michael Harris, member/manager. At the time of filing, the Debtor had estimated assets and liabilities between $1 million and $10 million. The case is assigned to Judge Brenda Moody Whinery. The Debtor is represented by Ronald J. Ellett, Esq., Ellett Law Offices, P.C. CABLEVISION SYSTEMS: Fitch Affirms B+ Issuer Default Rating ----------------------------------------------------------- Fitch Ratings has affirmed the 'B+' Issuer Default Rating (IDR) assigned to Cablevision Systems Corp. (CVC) and its wholly owned subsidiary CSC Holdings, LLC (CSCH). In addition, Fitch has affirmed specific issue ratings as listed at the end of this release. The Rating Outlook for CVC and CSCH's ratings has been revised to Stable from Negative. As of Dec. 31, 2016, CVC had approximately $16 billion of debt outstanding on a consolidated basis. Fitch revised the Outlook to Stable based on the company's improving credit profile following Altice N.V.'s (Altice) acquisition of CVC (Altice Transaction) in June 2016. CVC has demonstrated meaningful progress in achieving its initial synergy target, resulting in EBITDA growth and leverage reduction to within Fitch's expectations for the current rating. Fitch acknowledges Altice's announcement of an IPO of a minority interest in Altice USA (CVC and Suddenlink Communications) and views it as neutral to the rating. Fitch believes that an IPO of Altice USA is positive in the sense that it provides an opportunity for the company to utilize equity as an additional currency in the future, potentially to fund M&A transactions. Fitch treats Altice's M&A strategy as an event risk, and would evaluate the potential impact of any future acquisitions on CVC's credit profile at the time of the announcement. KEY RATING DRIVERS EBITDA Margin Expansion Within the first two quarters since the acquisition closed, CVC has realized annualized cost synergies of approximately 50% or $450 million of its stated mid-term target of $900 million. These synergies mainly contributed to EBITDA margins expanding 570bps to 33.4% for the year ended Dec. 31, 2016 versus 27.7% the prior year. EBITDA totalled $2.2 billion as of the LTM ended Dec. 31, 2016. Although the company has been successful thus far, CVC will need to demonstrate it can continue to manage the restructuring process and limit disruption to the company's overall operations. EBITDA Growth Driving Leverage Reduction EBITDA growth from cost synergy realization resulted in leverage declining to 7.3x at year-end 2016, faster than Fitch's previous expectations. Fitch expects EBITDA growth to continue to be the main driver of any near-term delevering, and expects leverage to decline to approximately the mid-6x range by the end of 2017. Altice is targeting net leverage between 5x and 5.5x for CVC and Suddenlink. Leverage initially increased to 8.6x as of June 30, 2016 versus 5.4x at year-end 2015 as a result of the $6 billion of incremental debt to fund the Altice Transaction. Intense Competitive Environment Video and voice subscriber declines are largely attributed to intense competition and evolving media consumption patterns. Verizon Communications Inc. (Verizon) has been a source of significant competition for CVC, as Verizon's fiber network passes a meaningful portion of CVC's footprint. Additionally, CVC faces competition from Frontier Communications Corp. (Frontier) in its Connecticut footprint and from emerging OTT providers such as Netflix and Amazon.com, Inc.'s "Prime". Promotional package offerings from Verizon and Frontier will continue to pressure CVC's ability to maintain its current subscriber base and ARPU growth. However, network investments may position CVC to compete more effectively against its competitors. KEY ASSUMPTIONS Fitch's key assumptions within the rating case for CVC include: -- Revenue growth in the low single digits, reflecting the maturity and high penetration rate of the company's services; -- EBITDA margins in the mid- to upper-30% range by 2018, aided by cost synergy realization; -- Deleveraging is achieved mainly through EBITDA growth versus debt repayment. CVC's gross leverage declines to the mid-6x range by the end of 2017. RATING SENSITIVITIES Future developments that may, individually or collectively, lead to a positive rating action include: -- Sustained reduction of leverage to below 5.5x; -- Clear indications that pricing and cost reduction initiatives are producing desired revenue growth acceleration and ARPU growth such that EBITDA margins approach the low- to-mid-30% range; -- CVC demonstrating that its operating profile will not materially decline in the face of competition from other cable operators and against OTT providers in the evolving media landscape. Negative ratings actions would likely coincide with: -- If the company does not present a credible deleveraging plan and leverage remains above 6.5x for longer than 18 to 24 months following the close of the Altice transaction; -- The company is unable to sustain FCF margins in the mid-single digits; -- EBITDA margins remain weak compared to peer group or as a result of CVC's inability to realize synergies. LIQUIDITY Fitch considers CVC's liquidity position and overall financial flexibility to be adequate given the current rating. Liquidity is supported by cash on hand totalling $217 million as of Dec. 31, 2016 and $2 billion of available borrowing capacity from CSCH's $2.3 billion revolving facility. Revolver capacity totalling $2.28 billion expires in November 2021 and the remaining $20 million of revolving capacity expires in October 2020. The credit agreement includes a financial covenant that limits net senior secured leverage to no more than 5x. The financial covenant is only tested if there are outstanding borrowings under the revolver. Per the credit agreement, CSCH and its restricted subsidiaries will be required to use 50% of excess cash flow to prepay outstanding term loans if net senior secured leverage is higher than 4.5x. Pro forma for March 2017 refinancing activity and excluding $1.3 billion of monetized indebtedness outstanding at Dec. 31, 2016, Fitch estimates principal amounts of $423 million and $1.6 billion will mature in 2017 and 2018, respectively. Approximately $556 million matures in 2019. Outside of minimal annual term-loan amortization payments, Fitch expects the company to refinance upcoming maturities in the near term. FULL LIST OF RATING ACTIONS Fitch has affirmed the following ratings: Cablevision Systems Corp. (CVC) -- IDR at 'B+'; -- Senior unsecured notes at 'B-/RR6'. CSC Holdings, LLC (CSCH) -- IDR at 'B+'; -- Senior secured credit facility at 'BB+/RR1'; -- Senior guaranteed notes at 'BB/RR2'; -- Senior unsecured notes at 'B+/RR4'. Fitch also has assigned a 'BB+/RR1' issue rating to CSCH's new $3 billion senior secured term loan due 2025. CAMBER ENERGY: Director Quits for 'Personal' Reasons ---------------------------------------------------- Fred J. Hofheinz has resigned, effective April 10, 2017, as a member of the Board of Directors of Camber Energy, Inc., to devote his full time and efforts toward his other business interests and to spend more time with his family. The Company has no immediate plans to fill the vacant board seat. "The Board is immensely thankful for Fred's leadership over the past nine years as his experience, vision and focus have been instrumental in positioning Camber with a foundation of quality oil and gas assets and in effectuating a smooth transition following the acquisition of the Segundo properties," said Richard Azar, the Chairman of the Board of Camber Energy. "We understand and support his decision to step down for personal reasons and wish him all the best going forward." Mr. Hofheinz added, "It has been an enormous privilege to have served as a member of the Camber board, particularly during a period of important change and growth. I am now being pulled in other directions, and as I look ahead to the next chapter in my life, I remain confident that the team will successfully execute on Camber's growth and operational strategy." About Camber Energy, Inc. Based in Houston, Texas, Camber Energy (NYSE MKT: CEI) is a growth-oriented, independent oil and gas company engaged in the development of crude oil and natural gas in the Austin Chalk and Eagle Ford formations in south Texas, the Permian Basin in west Texas, and the Hunton formation in central Oklahoma. Lucas Energy changed its name to Camber Energy, Inc., effective Jan. 5, 2017, to more accurately reflect the Company's strategic shift from its Austin Chalk and Eagleford roots to an expanding addition of shallow oil and gas reserves with longer-lived, lower-risk production profiles. Lucas Energy reported a net loss of $25.4 million for the year ended March 31, 2016, compared to a net loss of $5.12 million for the year ended March 31, 2015. As of Dec. 31, 2016, Camber Energy had $71.34 million in total assets, $49.12 million in total liabilities and $22.21 million in total stockholders' equity. Hein & Associates LLP, in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended March 31, 2016, citing that the Company has incurred significant losses from operations and had a working capital deficit of $9.6 million at March 31, 2015. These factors raise substantial doubt about the Company's ability to continue as a going concern. CENTORBI LLC: Can Continue Using CAN Capital Cash Collateral ------------------------------------------------------------ Judge Kathy A. Surratt-States of the U.S. Bankruptcy Court for the District of Missouri issued an Agreed Order authorizing Centorbi, LLC to use the cash collateral of CAN Capital Asset Servicing Inc. in the ordinary course of its business. WebBank and Centorbi, LLC has previously entered into three Business Loan Agreements, that has been subsequently transferred to CAN Capital by assignment. Pursuant to the Business Loan Agreements, CAN Capital has been granted first priority security interest in, to and against the Debtor's personal property, in the aggregate amount of $223,180. CAN Capital alleges that it is oversecured. The pre-petition secured claim of CAN Capital against the Debtor will continue to be secured by the pre-petition collateral, but will be subject to a contrary finding by the Court in Adversary Proceeding No. 16-04161. In addition, CAN Capital is granted a lien in all post-petition assets of the Debtor to the same extent, validity, priority, perfection and enforceability as its interest existed on the property as of the Petition Date. The liens granted to CAN Capital in the Agreed Order are: (a) in addition to all security interests, liens and rights of set off existing in favor of CAN Capital as of the date of bankruptcy filing, (b) valid, perfected, enforceable and effective as of the bankruptcy filing date without any further action by CAN Capital and without the execution, filing or recording of any financing statement, and (c) subject only to any valid and perfected senior liens and security interests existing as of the date the Debtor's case commenced and any and all fees payable under 28 U.S.C. Section 1930. The Debtor is directed to maintain insurance on its personal property as long as CAN Capital holds a claim against it. A full-text copy of the Agreed Order, dated April 10, 2017, is available at https://is.gd/CjaQAs About Centorbi, LLC Centorbi LLC and Centorbi Custom Cabinetry, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E. D. Mo. Lead Case No. 16-47459) on October 14, 2016. The petitions were signed by Derek T. Centorbi, authorized member. The cases are assigned to Judge Kathy A. Surratt-States. At the time of the filing, Centorbi LLC estimated its assets and liabilities at $1 million to $10 million. Centorbi Custom estimated assets of less than $1 million. CHARLES BRELAND: Selling Osprey K's Baldwin Property for $150K -------------------------------------------------------------- Charles K. Breland, Jr., asks the U.S. Bankruptcy Court for the Southern District of Alabama to authorize the sale by Breland and Osprey Kommerzielle, LLC ("Osprey K")'s interest, title, and interest in and to the real property located in Section 21, Township 6 South, Range 2 East in Baldwin County, Alabama, to Medical Park Land, LLC for $150,000. The Debtor wholly owns Osprey Holdings, LLC, which wholly owns Opsrey K, which owns the Property. On March 20, 2017, Osprey K entered into a Purchase Agreement with the Buyers to sell the Property. That agreement was amended to allow the filing of the Motion through April 14, 2017 as one of the conditions to sale. A copy of the Purchase Agreement and the Addendum to Purchase Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Charles_Breland_345_Sales.pdf The Court's Order at Doc. No. 304 dated April 3, 2017 requires Court approval of certain dispositions of assets of Affiliates, as defined in the Order, to include Osprey K, requiring approval of the Purchase Agreement based on the Order. If approved by the Court, the sale of the Property will be free and clear of all liens, claims, encumbrances, and interests. Breland asks the Court to waive the 10-day stay provisions of Fed. R. Bankr. P. 6004(g) with regard to the sale of the Property. In connection with any approved sale of the Property, Breland further asks that the Court's findings include, among others, the following: (i) that there are sound business reasons for the effectuation of the sale of the Property; (ii) the consummation of the transaction contemplated is in the best interests of Breland's estate and its creditors; (iii) that the sale of the Property is for the highest amount offered and that no legitimate higher offers, on the same terms and conditions, have been made to Breland, Osprey K, or to the Court; (iv) that the Buyers will not be deemed a successor-in-interests of Breland and are not subject to successor liability for claims against Breland, the Estate, or Osprey K, whether existing at the time of closing or arising thereafter. Breland asks that the Court holds a hearing as soon as practicable, enters an order granting the Motion in its entirety, and granting Breland such other and further relief as this Court deems just and appropriate. The Purchaser can be reached at: MEDICAL PARK LAND, LLC Dylan Wells, M.D., Manager 150 S Ingleside, Ste. 6 Fairhope, AL 36532 Telephone: (251) 802-3814 Counsel for the Debtor: Richard M. Gaal, Esq. MCDOWELL KNIGHT ROEDDER & SLEDGE, LLC E-mail: rgaal@mcdowellknight.com Charles K. Breland, Jr., sought Chapter 11 protection (Bankr. S.D. Ala. Case No. 16-02272) on July 8, 2016. CHESAPEAKE ENERGY: Vanguard Reports 10.03% Stake as of March 31 --------------------------------------------------------------- In a amended Schedule 13G filed with the Securities and Exchange Commission, The Vanguard Group discloses that as of March 31, 2017, it beneficially owns 91,145,308 shares of common stock of Chesapeake Enegy Corp. representing 10.03% of total shares of common stock outstanding. Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 936,790 shares or .10% of the Common Stock outstanding of the Company as a result of its serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 123,117 shares or .01% of the Common Stock outstanding of the Company as a result of its serving as investment manager of Australian investment offerings. A full-text copy of the regulatory filing is available for free at: https://is.gd/xqOOP7 About Chesapeake Energy Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. The company also owns oil and natural gas marketing and natural gas gathering and compression businesses. Chesapeake Energy reported a net loss available to common stockholders of $4.92 billion on $7.87 billion of total revenues for the year ended Dec. 31, 2016, compared to a net loss available to common stockholders of $14.85 billion on $12.76 billion of total revenues for the year ended Dec. 31, 2015. As of Dec. 31, 2016, Chesapeake had $13.02 billion in total assets, $14.23 billion in total liabilities and a total deficit of $1.20 billion. * * * As reported by the TCR on Jan. 25, 2017, S&P Global Ratings raised its corporate credit rating on Oklahoma City-based exploration and production company Chesapeake Energy Corp. to 'B-' from 'CCC+, and removed the ratings from CreditWatch with positive implications where S&P placed them on Dec. 6, 2016. The rating outlook is positive. The TCR reported on Dec. 8, 2016, that Moody's upgraded Chesapeake's Corporate Family Rating to Caa1 from Caa2, its second lien secured notes rating to Caa1 from Caa2, and affirmed its senior unsecured notes rating at Caa3. CHF-DEKALB II: S&P Cuts Rating on 2011 Student Housing Bonds to BB- ------------------------------------------------------------------- S&P Global Ratings lowered its long-term rating to 'BB-' from 'BB' on the Illinois Finance Authority's series 2011 student housing revenue bonds, issued for CHF-DeKalb II LLC, Ala. CHF-DeKalb II a not-for-profit corporation organized for the sole purpose of constructing student housing for the Northern Illinois University (NIU) project. The outlook is negative. "The lowered rating and negative outlook reflect the related effects from the state of Illinois' ongoing and severe budgetary challenges, as demonstrated by its nearly two-year budget impasse, which have led to NIU's declining financial position and indirectly affects CHF-DeKalb II," said S&P Global Ratings credit analyst Gauri Gupta. "The state situation shows no sign of resolution and has resulted in significant multiyear enrollment declines at NIU, which have started to negatively affect the occupancy of the project." While the project currently continues to meet its debt service and covenant obligations, S&P believes the above risks result in a credit profile more closely aligned with the lower rating. The negative outlook reflects S&P's view that the possible prolonged and ongoing challenges with the state budget could further stress the university's operations and enrollment, which could significantly hurt the project during the outlook period. CHIEFTAIN STEEL: Floyd Can Use Cash Collateral Until May 31 ----------------------------------------------------------- Judge Joan A. Lloyd of the U.S. Bankruptcy Court for the Western District of Kentucky authorized Floyd Industries, LLC, to use the cash collateral of United Cumberland Bank and Amur Equipment Finance, Inc., formerly known as Axis Capital, Inc., through and including May 31, 2017, to pay approved operating expenses. The Debtor is indebted to United Cumberland Bank pursuant to three loans: (i) Loan #75110 - $2,390,281; (ii) Loan #75441 - $753,551; and Loan #755803 - $548,346. The Order will be valid and binding on all persons and entities, and fully effective immediately upon entry notwithstanding the possible application of Bankruptcy Rules 6004(h), 7062, and 9014 or other law, rule or regulation. In addition to the other terms and conditions contained the Debtor's use of United Cumberland's and Axis' cash collateral is expressly conditioned upon these: a. except as otherwise provided or waived by United Cumberland in its sole discretion, the cash collateral may be used by the Debtor solely to pay normal trade payables, payroll, insurance premiums, taxes and utilities that are necessary to preserve and maintain the assets and business operations of the Debtor of its business during the period of Dec. 31, 2016 through May 31, 2017 ("Budget Period") set forth on the Cash Budget; the Debtor's use of cash collateral may not exceed the amount set forth for such type of expense in the line item on the Cash Budget unless approved by United Cumberland; b. the Debtor will timely make all adequate protection payments to United Cumberland required under the terms of the Order. c. the Debtor will maintain at United Cumberland all of its DIP Bank Accounts and the Debtor will deposit into the DIP Bank Accounts all proceeds of the United Cumberland Pre-Petition Collateral and the post-petition collateral. As adequate protection to United Cumberland for the Debtor's use of cash collateral, United Cumberland is granted first priority post-petition replacement security interests and liens upon all of the post-petition property of the Debtor that is similar to the property on which it held its pre-petition liens, including, without limitation, all postpetition property of the types constituting the collateral of their pre-petition liens, all proceeds and products thereof to secure the amount of the cash collateral used by the Debtor ("Post-petition Replacement Lien"). Such security interests, liens and other rights granted to United Cumberland, will be and are deemed to be effective, valid, perfected and enforceable as of the Petition Date without the necessity of taking any other act or filing or recording any security agreements, financing statements or any other instruments or documents and no further notice, filing, recordation or order will be required to effect such validity, perfection and enforceability. Subject to the Carve-Out and the Prior Permitted Liens, United Cumberland's postpetition liens on the post-petition collateral of the Debtor will at all times be senior to the rights of all other persons, including, without limitation, the Debtor and any successor trustee in the case or any subsequent case under the Bankruptcy Code. Subject to the Carve-Out, in the event that the adequate protection granted to United Cumberland fails to adequately protect United Cumberland's interests in the cash collateral, the United Cumberland Pre-Petition Collateral and/or the post-petition collateral, United Cumberland is granted, without further order of the Court, an administrative expense claim which will have priority of the kind specified in section 507(b) of the Bankruptcy Code over any and all administrative expenses of the kind specified in section 507(a)(1) of the Bankruptcy Code. Payment of any amounts on account of the Post-Petition Replacement Liens, the United Cumberland Pre-Petition Indebtedness, and the United Cumberland Pre-Petition Liens, will be subject and subordinate to payment of the Carve-Out. For purposes of the Agreed Order, the Carve-Out will mean (i) any, fees, costs, disbursements, charges and expenses of attorneys, accountants and other professionals of the Debtor retained in the Chapter 11 Case pursuant to Sections 327, 328, 330, 331 and 1103 of the Bankruptcy Code. The Debtor will pay the Carve-Out as funds permit without causing an overdraft. During the Budget Period, the Debtor will make interest only payments to United Cumberland under Loan # 75110 and Loan # 75441. Payments of interest will be calculated based upon the pre-Petition Date, non-default interest rates set in the applicable United Cumberland Loan Documents, which as of the Petition Date totaled $9,250 per month. The Debtor will further make principal payments to Cumberland under Loan # 755803 in the amount of $3,500 per month. The Debtor will make the adequate protection payments on loan #75110 and Loan #75441 and the principal payment on Loan #755803 on the first business day of each month thereafter. Failure to make such payments on or before such dates will automatically be a default under the Order. The Debtor will be required to maintain a collateral base consisting of the cash collateral ("Borrowing Base") in an amount not less than $750,000 and it will automatically be a default under the Order if the sum of the Borrowing Base is less than or equal to $750,000. Borrowing Base will mean the sum of (i) 75% of Borrower's Eligible Accounts Receivable; and (ii) 50% of Borrower's Eligible Inventory of finished goods valued at the lower of cost or market value. A full-text copy of the Fourth Amended Final Agreed Order is available for free at: http://bankrupt.com/misc/kywb16-10407_240_Cash_Chieftain_Steel.pdf About Chieftain Steel Chieftain Steel, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Ky. Case No. 16-10407) on May 2, 2016. The Debtor tapped Constance G. Grayson, Esq., at Gullette & Grayson, PSC, and Dinsmore & Shohl LLP as bankruptcy attorneys. The official committee of unsecured creditors retained Fox Rothschild LLP as its legal counsel, Bingham Greenebaum Doll LLP as its local counsel, and Phoenix Management Services, LLC as its financial advisor. Floyd Industries, LLC, filed a Chapter 11 petition (Bankr. W.D. Ky. Case No. 16-10837) on Sept. 19, 2016, and is represented by Travis Kent Barber, Esq., at Barber Law PLLC, in Lexington, Kentucky. At the time of filing, Floyd Industries had estimated assets and liabilities of $1 million to $10 million. An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Floyd Industries LLC, an affiliate of Chieftain Steel LLC, as of Nov. 25, 2016, according to the court docket. The Chapter 11 cases of Chieftain Steel and Floyd Industries are jointly administered. Chieftain Steel, LLC and its debtor-affiliates hired Kerbaugh & Rodes, CPAs as accountant and advisor. CIBER INC: Has Interim Approval for Cash Use, DIP Financing ----------------------------------------------------------- Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the District of Delaware authorized CIBER, Inc., and affiliates, to (i) use cash collateral and incur Postpetition Debt on an emergency basis pending Final Hearing; (ii) enter into Debtor-In-Possession Credit Agreement with Wells Fargo Bank, N.A. and other lenders ("Postpetition Credit Agreement") to be used to fund certain fees and expenses associated with the DIP Facility incurred during the Cases, finance the ongoing corporate needs of the Borrower and the other Debtors, pay for certain of the Debtors' administrative expenses incurred during the Cases, and provide for adequate protection in favor of the Prepetition Lenders on the terms and conditions set forth in the Postpetition Credit Agreement, Postpetition Credit Documents, and in the Interim Order. The DIP Budget reflects total receipts in the aggregate amount of $82,354,000 and $48,409,000 in total disbursements for the period beginning April 15, 2017 through May 20, 2017. The Debtors will deposit all Cash Collateral in their possession or control into the Blocked Account promptly upon receipt thereof. If there is no Prepetition Debt outstanding, the Debtors will deposit all Cash Collateral now or hereafter in their possession or control into the Blocked Account promptly upon receipt thereof. Agents are authorized to collect upon, convert to cash and enforce checks, drafts, instruments and other forms of payment coming into its or any Lender's possession or control that constitute Aggregate Collateral or proceeds thereof. Agents are authorized to apply all Cash Collateral in their possession or control as follows: (i) first, to the payment of all Prepetition Debt in accordance with the Prepetition Documents; (ii) second, to payment of Postpetition Debt consisting of Postpetition Charges; and (iii) third, to payment of other Postpetition Debt in accordance with the Postpetition Credit Agreement. The payment of Prepetition Debt will not impact the rights of any Challenge Party to assert a Challenge. Agents will have the right to apply Cash Collateral to amounts of Postpetition Debt ahead of amounts ofPrepetition Debt in their discretion. The Debtors are authorized and have agreed to: (i) execute the Postpetition Documents, including all documents that Postpetition Agent and Postpetition Lenders find reasonably necessary to implement the transactions contemplated by the Postpetition Documents; and (ii) perform their obligations under and comply with all of the terms and provisions of the Postpetition Documents and the Order. Upon execution and delivery thereof, the Postpetition Documents will constitute valid and binding obligations of the Debtors enforceable in accordance with their terms. To the extent there exists any conflict among the terms of the Motion, the Postpetition Documents, and the Order, the Order will govern and control. The Debtors are authorized and have agreed to incur Postpetition Debt solely: (i) in accordance with the terms and provisions of the Order; (ii) to the extent required to pay those expenses in the amounts set forth in the Budget, including the Carveout, as and when such expenses become due and payable; and (iii) to pay Allowable 506(b) Amounts and the Postpetition Charges. If Postpetition Lenders advance monies to the Debtors and the Debtors use such monies other than in accordance with the terms or provisions of the Order, such advances will be considered Postpetition Debt for purposes of the Order. These terms will apply to Postpetition Debt: a. Maximum Amount: The maximum principal amount of Postpetition Debt outstanding will not at any time exceed $41,000,000; provided that until the entry of a Final Order acceptable to the Agents, the maximum principal amount of Postpetition Debt outstanding will be $37,000,000. b. Interest: The Postpetition Debt will bear interest at a per annum rate equal to the Base Rate plus 5.25. c. Closing Fee: The Debtors will pay to Postpetition Agent, for the benefit of Postpetition Lenders, a Closing Fee in an amount equal to $1,200,000, (i) $400,000 of which will be fully earned, due and payable immediately upon the closing of the Postpetition Credit Agreement; (ii) an additional $400,000 of which will be fully earned, due and payable upon entry of the Final Order; and (iii) $400,000 of which will be fully earned upon entry of the Final Order but will be due and payable upon the 35th day following the Filing Date, provided that if the Aggregate Debt is paid in full before either of the amounts in subclauses (ii) and (iii) are due, respectively, the fees not yet due under such subclause(s) will be deemed automatically waived. d. Maturity: The Postpetition Debt will mature and be due and payable in full by Debtors on the Termination Date. e. Guarantors: Each Guaranty and all related security documents will remain in full force and effect in accordance with their terms notwithstanding the entry of this Order and any subsequent orders amending the Order or otherwise providing for the use of Cash Collateral consented to by Agents and Lenders or additional financing by Postpetition Agent and Postpetition Lenders. f. Joint and Several Liability of Debtors: The obligations of each Debtor under the Order will be joint and several. g. Control Agreements: All "Control Agreements" relating to the Debtors in effect as of the Filing Date will remain in full force and effect and in favor of both Agents, notwithstanding the entry of the Order and any subsequent orders amending the Order. h. Compliance with Budget: The Debtors will covenant to comply with the Budget, subject only to variances set forth in the Postpetition Credit Agreement. i. Sale Covenants: The Debtors will covenant to comply with certain sale process milestones, as set forth in Section 5.16 of the Postpetition Credit Agreement. The Postpetition Debt is granted superpriority administrative expense status with priority over all costs and expenses of administration of the Cases that are incurred under any provision of the Code, but subject to the Carveout and the Stalking Horse Bid Protections. In addition, Postpetition Agent is granted the Postpetition Liens, for the benefit of Postpetition Lenders to secure the Postpetition Debt. The Debtors will not incur debt secured by a lien which is equal to or superior to the Prepetition Liens or the Postpetition Liens, or which is given superpriority administrative expense status, unless, in addition to the satisfaction of all requirements of Code Section 364: (i) Agents have consented to such use; (ii) at the time such an order is entered approving such use, there is no Postpetition Debt outstanding, and no obligation of Postpetition Lenders to extend Postpetition Debt; or (iii) such credit or debt is first used to pay the Postpetition Debt in full in cash. Prepetition Agent and Prepetition Lenders have consented to the terms of the Order and are entitled to adequate protection as set forth and to the extent required under Code Sections 361, 362, 363 or 364 to the extent of any diminution in the value of such interests in the Prepetition Collateral from and after the Filing Date. Prepetition Agent is granted the Replacement Liens, for the benefit of Prepetition Lenders, as security for any diminution in the value of the Prepetition Collateral. The Replacement Liens: (i) are and will be in addition to the Prepetition Liens; (ii) are and will be properly perfected, valid and enforceable liens without any further action by Debtors or Prepetition Agent and without the execution, filing or recordation of any financing statements, security agreements, mortgages or other documents or instruments; (iii) will be subject only to the Prepetition Debt and Permitted Priority Liens; and (iv) will remain in full force and effect notwithstanding any subsequent conversion or dismissal of the Cases. Notwithstanding the foregoing, the Debtors are authorized to and will execute and deliver to Prepetition Agent such financing statements, mortgages, instruments and other documents as Prepetition Agent may reasonably request from time to time to provide further evidence of the perfection of the Replacement Liens. If and to the extent the adequate protection of the interests of Prepetition Agent and Prepetition Lenders in the Prepetition Collateral granted pursuant to this Order proves insufficient, Prepetition Agent and Prepetition Lenders will have an allowed claim under Code Section 507(b), subject to the Carveout and the Stalking Horse Bid Protections, in the amount of any such insufficiency, with priority over: (i) all costs and expenses of administration of the Cases that are incurred under any provision of the Code; and (ii) the claims of any other party in interest under Code Section 507(b). Effective upon entry of the Final Order, Agents may enter upon such leased premises for the purpose of exercising any right or remedy with respect to the Aggregate Collateral located thereon and will be entitled to the Debtors' rights and privileges under such lease (s) without interference from such landlord; provided that Postpetition Agent will pay to such landlord rent first accruing after the above referenced written notice and during the period of occupancy by Agents, calculated on a per diem basis. The Carveout with respect to each Carveout Professional: (a) will equal an aggregate amount not to exceed the lesser of (i) the aggregate amount provided in the Budget for such Carveout Professional for the period commencing on the Filing Date and ending on the Termination Date and (ii) the aggregate amount of allowed fees and expenses that accrue during the period commencing on the Filing Date and ending on the Termination Date; (b) will be reduced dollar-for-dollar by any payments of fees and expenses to such Carveout Professional; and (c) will be paid out of any prepetition retainer or property of the estate before such payments are made from proceeds of the Postpetition Debt or the Aggregate Collateral. Subject to entry of the Final Order, in connection with the sale or other disposition of all or any portion of the Aggregate Collateral, (i) Prepetition Agent will have the right to use the Prepetition Debt or any part thereof to credit bid with respect to any bulk or piecemeal sale of all or any portion of the Aggregate Collateral; and (ii) Postpetition Agent will have the right to use the Postpetition Debt or any part thereof to credit bid with respect to any bulk or piecemeal sale of all or any portion of the Aggregate Collateral, so long as any such credit bid by Postpetition Agent provides for a cash payment sufficient to repay the Prepetition Debt in full in cash. All Postpetition Charges are approved and will be promptly paid by Debtors in accordance with the Order and the Postpetition Documents, without need for filing an application with the Court for approval or payment of the Postpetition Charges. Notwithstanding anything to the contrary, the Lenders' interest in any Shared Collateral will remain subject and subordinate to the IBM Liens and the Debtors will not use any Cash Collateral derived from such Shared Collateral. Any proceeds derived from the Shared Collateral will be placed in a separate, segregated account, which proceeds may only be distributed upon further order of the Court. The Final Hearing to consider entry of the Final Order and final approval of the DIP Credit Agreement is scheduled for May 2, 2017 at 2:00 p.m. Objections, if any, must be filed by April 25, 2017, at 4:00 p.m. (PET). A copy of the Budget attached to the Order is available for free at: http://bankrupt.com/misc/deb17-10772_50_Cash_CIBER_Inc.pdf About CIBER Inc. CIBER, Inc. -- http://www.ciber.com/-- is a global information technology consulting, services and outsourcing company. The Company and 2 other affiliates sought bankruptcy protection on April 9, 2017 (Bankr. D. Del. , Case No. 17-10772). The petition was signed by Christian Mezger, chief financial officer. Hon. Brendan Linehan Shannon presides over the case. The Debtors listed total assets of $334.2 million and total liabilities of $171.92 million as of September 30, 2016. Morrison & Foerster LLP serves as lead bankruptcy counsel to the Debtors, and Saul Ewing LLP serves as local counsel. The Debtors have tapped Houlihan Lokey as investment banker, Alvarez & Marsal as restructuring advisor, and Prime Clerk LLC as noticing and claims agent. CIBER INC: Proposes to Borrow $41 Million, Use Cash Collateral -------------------------------------------------------------- CIBER, Inc., and affiliates ask the U.S. Bankruptcy Court for the District of Delaware to: (i) authorize the use of cash collateral and incur postpetition debt on an emergency basis pending a final hearing; and (ii) enter into Debtor-In-Possession Credit Agreement with Wells Fargo Bank, N.A. and other lenders ("Postpetition Credit Agreement"). The funds will be used to fund certain fees and expenses associated with the DIP Facility incurred during the Cases, finance the ongoing corporate needs of the Borrower and the other Debtors, pay for certain of the Debtors' administrative expenses incurred during the Cases, and provide for adequate protection in favor of the prepetition lenders. On May 7, 2012, the Debtors entered into a credit facility ("ABL Facility") with Wells Fargo, which provided the Debtors with an asset-based revolving line of credit of up to $60 million. The Debtors' obligations under the ABL Facility are guaranteed by the Debtors and a number of the Debtors' foreign non-Debtor affiliates and are secured by substantially all of the Debtors' domestic, U.K. and German assets. Under the ABL Facility, U.S. borrowings accrue interest at a rate of the London interbank offered rate ("LIBOR") plus a margin ranging from 225 to 275 basis points, or, at the Debtors' option, a base rate equal to the greatest of (i) the Federal Funds Rate plus 0.50%; (ii) LIBOR plus 1%; and (iii) the "prime rate" set by Wells Fargo plus a margin ranging from 125 to 175 basis points. The ABL Facility had an initial maturity date of May 7, 2017. Under the terms of the ABL Facility, the Debtors are required to be in compliance with a minimum trailing 12-month fixed charge coverage ratio of consolidated EBITDA to consolidated fixed charges if (a) an event of default has occurred and is continuing; or (b) the Debtors fail to maintain excess availability of at least the greater of (i) $15 million or (ii) an amount equal to 25% of the aggregate amount of the commitments under the ABL Facility at any time. CIBER, certain other borrowers under the ABL Facility and Wells Fargo have entered into a series of amendments to the terms of the ABL Facility, which, among other things, aimed to address certain defaults by the Debtors and/or certain other Borrowers, as applicable, under the ABL Facility. In addition, pursuant to such amendments, Wells Fargo agreed to make advances of Revolving Loans to Borrowers as and when necessary to enable Borrowers to pay certain Protected Employee Amounts. Furthermore, certain of the amendments modified the definition of Permitted Overadvance Amounts under the ABL Facility to change the relevant time periods and amounts in such definition under the ABL Facility. As of the Petition Date, the Debtors are in default under the ABL Facility. CIBER also maintains a receivables facility pursuant to a Wholesale Financing Agreement dated March 9, 2004 ("Wholesale Financing Agreement") with IBM Credit, LLC ("IBM Facility") that has approximately $1.9 million outstanding as of the Petition Date. In the course of its business, CIBER acquires certain products and engages IBM Credit to finance CIBER's purchase of such products under the terms of the IBM Facility. The IBM Facility is secured by a security interest, in relevant part, in all accounts, instruments and proceeds arising from the purchase and resale of certain inventory and equipment. Beginning in January 2017, Houlihan Lokey Capital, Inc., with the approval of the Debtors' Board of Directors and management, began exploring strategic alternatives to manage the Debtors' liquidity constraints, including a refinancing of the Debtors' existing indebtedness. To this end, Houlihan Lokey engaged with multiple parties to determine whether there was sufficient interest for refinancing transaction that would avoid the need for the Debtors to file for relief under chapter 11 of the Bankruptcy Code. Houlihan Lokey explored the possibility that the Debtors may be forced to file for bankruptcy and asked the refinancing parties and additional parties whether they would consider providing the Debtors with additional liquidity through a debtor-in-possession financing. Given the failure of the Debtors' efforts to provide longer term liquidity solutions, the Debtors engaged with Wells Fargo, as Prepetition Agent and Prepetition Lender, on the terms of a DIP facility that would allow the Debtors to continue operating in the ordinary course to preserve the value of the Debtors' estates and consummate a sale transaction. On April 9, 2017, the Debtors and Wells Fargo agreed on the terms of the DIP Facility that will permit the Debtors to fund the administration of these Cases and is vital to (a) the confidence of the Debtors' employees, customers, vendors, and servicers; and (b) the preservation and maintenance of the going-concern value of the Debtors' estates. Without Court approval of the DIP Facility, the Debtors will not have sufficient cash to make timely payments to employees, customers, and vendors that are required to support and maintain the Debtors' continued operations and complete a sale of the Debtors' assets. Absent the DIP Facility, there would likely be no choice but to immediately liquidate the Debtors' assets to the detriment of all their creditors, employees, customers, and other interested parties. Subject to the terms of the Postpetition Credit Agreement, the DIP Lender has agreed to make certain advances that will allow the Debtors to pay certain expenditures in accordance with the Budget satisfactory to the DIP Lender. The proceeds of the DIP Facility will be used to fund the ordinary course operations of the Debtors during these proceedings, to pay certain fees and expenses associated with the DIP Facility, to provide for adequate protection payments to the Prepetition Lenders, subject to the Budget, and to pay for certain of the Debtors' administrative expenses incurred during the Cases. The DIP Budget reflects total receipts in the aggregate amount of $82,354,000 and $48,409,000 in total disbursements for the period beginning April 15, 2017 through May 20, 2017. The DIP Facility will fund operating losses during these Cases while the Debtors work to sell their assets to the highest and best bidder or otherwise maximize the value of these estates for the benefit of their stakeholders through these proceedings. The Budget shows that, beginning on the Petition Date, the Debtors' borrowings, which currently stand at approximately $29 million under the Prepetition Credit Agreement, will increase by as much as $7 million during the budget period. Given the extent of these projected operating losses and the expected costs and risks of these Cases, the DIP Lenders have agreed to provide the DIP Facility for approximately 45 days, which is a sufficient amount of time to permit the Debtors to complete a sale of their assets and the repayment of their loans. In addition, due to the nature of the Debtors' service-based business, which relies on employees and customer contracts to generate revenue, a prompt postpetition marketing and sale process is essential. Without the DIP Lenders' support, the Debtors would be required to terminate their employees. The terms of the DIP Facility require the Debtors to complete a sale process in accordance with the Sale Milestones. Prior to the Petition Date, the Debtors executed an asset purchase agreement with Capgemini America, Inc. for the sale of the Debtors' North American and Indian businesses for $50 million plus the assumption of certain liabilities. To maximize the value of their estates, and in compliance with the milestones under the proposed DIP Facility, the Debtors are filing a motion contemporaneously with the Motion seeking authority to conduct an auction process by which the Debtors will solicit offers and, ultimately, seek approval to sell substantially all of their assets to the Stalking Horse Bidder or another qualified bidder with the highest or otherwise best offer. The Prepetition Lenders are the only parties that offered to provide the Debtors with postpetition financing and were only willing to lend to the Debtors on the terms set forth in the Postpetition Documents and the Interim Order. Accordingly, the Debtors have determined that, under the circumstances, the DIP Facility is the best postpetition financing option available to them and their estates. Access to substantial credit is necessary to meet the day-to-day costs associated with operating the Debtors' business. Immediate access to sufficient cash is therefore critical to the Debtors. In the absence of immediate liquidity, many of the Debtors' employees, vendors, and servicers may refuse to continue providing services to the Debtors, rendering the Debtors unable to operate their business. The Debtors' request to enter into the DIP Facility reflects the exercise of the Debtors' sound and prudent business judgment. The Debtors were not able to obtain alternative financing on an unsecured basis, nor were they able to obtain any financing on terms as favorable to them as the terms negotiated with the Postpetition Lenders. The DIP Facility will support the Debtors through the sale process, fund administrative costs of the Debtors estates, and preserve and promote the viability of the business. The Debtors believe that the terms of the Postpetition Documents provide sufficient flexibility for them to maximize value to their estates and pursue the sale of their assets. Accordingly, the terms and conditions of the Postpetition Credit Agreement are fair and reasonable and were negotiated by the parties in good faith and at arm's-length. The Debtors require the use of the Cash Collateral to fund their operations in accordance with the Postpetition Credit Agreement. The interests of the Prepetition Lenders in the Cash Collateral will be protected by the Adequate Protection Package. As adequate protection for any diminution in the value of the interests of the Prepetition Lenders in the Prepetition Collateral, the Debtors will provide them the adequate protection package. Without access to the proposed DIP Facility and use of the Cash Collateral, the Debtors' liquidity will quickly dry up, and the Debtors will be forced to cease operations, destroying the value of these estates to the detriment of all interested parties. As adequate protection for the interest of the Prepetition Agent and Prepetition Lenders, the Prepetition Lenders will receive the following adequate protection: a. Priority of Prepetition Liens/Allowance of Prepetition Lenders' Claim: (i) The Prepetition Liens will constitute Priority Liens, subject only to the Permitted Priority Liens; (ii) the Prepetition Debt constitutes the legal, valid, and binding obligations of Debtors, enforceable in accordance with the terms of the Prepetition Documents; (iii) no offsets, defenses or counterclaims to the Prepetition Debt exist, and no portion of the Prepetition Debt is subject to avoidance, recharacterization, or subordination pursuant to the Code applicable nonbankruptcy law; and (iv) Prepetition Agent's and Prepetition Lenders' claims with respect to the Prepetition Debt will for all purposes constitute allowed secured claims in an amount not less than $28,494,601, exclusive of accrued and accruing Allowable 506(b) Amounts. b. Replacement Liens: Prepetition Agent is granted the Replacement Liens, for the benefit of Prepetition Lenders, as security for any diminution in the value of the Prepetition Collateral. The Replacement Liens: (i) are and will be in addition to the Prepetition Liens; (ii) are and will be properly perfected, valid and enforceable liens without any further action by Debtors or Prepetition Agent and without the execution, filing or recordation of any financing statements, security agreements, mortgages or other documents or instruments; (iii) will be subject only to the Prepetition Debt and Permitted Priority Liens; and (iv) will remain in full force and effect notwithstanding any subsequent conversion or dismissal of the Cases. c. Allowed Code Section 507(b) Claim: If and to the extent the adequate protection of the interests of Prepetition Agent and Prepetition Lenders in the Prepetition Collateral granted pursuant to the Interim Order proves insufficient, Prepetition Agent and Prepetition Lenders will have an allowed claim under Code Section 507(b), subject to the Carveout and the Stalking Horse Bid Protections, in the amount of any such insufficiency, with priority over: (i) all costs and expenses of administration of the Cases that are incurred under any provision of the Code; and (ii) the claims of any other party in interest under Code Section 507(b). Pending the Final Hearing, the Debtors will be permitted to use up to $37 million of the $41 million Maximum Revolver Commitment for, among other things, employee wages and other working capital needs. It is essential that the Debtors immediately have the ability to pay for postpetition operating expenses, as well as the prepetition expenses approved in the various first-day orders pending before the Court, to minimize the damage occasioned by their constrained liquidity. The Debtors have agreed to pay certain fees to the Agent in connection with the DIP Facility. The Debtors believe that that the fees payable to the Agent under the Postpetition Credit Agreement are reasonable and appropriate and give the Debtors access to financing on the most favorable terms on which the DIP Lender would agree to make the DIP Facility available. The Debtors respectfully ask that the Court (i) enters the proposed Interim Order granting the relief requested in the Motion on an interim basis; (ii) after the Final Hearing, enters the Final Order substantially in the form that will be filed with the Court; and (iii) grants such other and further relief as may be just and proper. To implement the relief requested successfully, the Debtors respectfully ask that the Interim Order and Final Order provide that notice of the relief requested satisfies Bankruptcy Rule 6004(a) and that the Debtors have established cause to exclude such relief from the 14-day stay period under Bankruptcy Rule 6004(h). A copy of the proposed Interim Order, Postpetition Credit Agreement, and Budget attached to the Motion is available for free at: http://bankrupt.com/misc/deb17-10772_12_Cash_CIBER_Inc.pdf Wells Fargo can be reached at: WELLS FARGO BANK, N.A. 100 W. Washington St., Floor 15 Phoenix, AZ 85003 Attn: Business Finance Division Manager Wells Fargo is represented by: GOLDBERG KOHN LTD. 55 East Monroe Street, Suite 3300 Chicago, IL 60603 Attn: Jeremy M. Downs, Esq. Facsimile: (312) 863-7893 E-mail: Jeremy.Downs@goldbergkohn.com About CIBER Inc. CIBER, Inc. -- http://www.ciber.com/-- is a global information technology consulting, services and outsourcing company. The Company and 2 other affiliates sought bankruptcy protection on April 9, 2017 (Bankr. D. Del. Lead Case No. 17-10772). The petition was signed by Christian Mezger, chief financial officer. The Debtors listed total assets of $334.2 million and total liabilities of $171.92 million as of September 30, 2016. The Hon. Brendan Linehan Shannon presides over the case. Morrison & Foerster LLP serves as lead bankruptcy counsel to the Debtors, and Saul Ewing LLP serves as local counsel. The Debtors have tapped Houlihan Lokey as investment banker, Alvarez & Marsal as restructuring advisor, and Prime Clerk LLC as noticing and claims agent. CLAIRE'S STORES: Will File Annual Report by April 28 ---------------------------------------------------- Claire's Stores, Inc. announced its preliminary unaudited financial results for the fiscal 2016 fourth quarter and fiscal year, which ended Jan. 28, 2017. The Company said the financial results discussed in the press release regarding the fiscal 2016 results are unaudited and should be considered preliminary and subject to change. Claire's Stores plans to file its 2016 Annual Report on Form 10-K on or before the due date of April 28, 2017. The Company reported net sales of $382.5 million for the fiscal 2016 fourth quarter, a decrease of $20.1 million, or 5.0% compared to the fiscal 2015 fourth quarter. The decrease was attributable to the effect of store closures, a decrease in same store sales, an unfavorable foreign currency translation effect of our non-U.S. net sales and decreased shipments to franchisees, partially offset by new concession store sales and new store sales. Net sales would have decreased 2.7% excluding the impact of foreign currency exchange rate changes. Consolidated same store sales decreased 1.0%, with North America same store sales decreasing 2.3% and Europe same store sales increasing 1.3%. The Company computes same store sales on a local currency basis, which eliminates any impact from changes in foreign currency exchange rates. For the fiscal 2017 quarter-to-date period, consolidated same store sales have increased in the low single digit range, with Europe outperforming North America. Gross profit percentage increased 140 basis points to 51.1% during the fiscal 2016 fourth quarter versus 49.7% for the prior year quarter. This increase in gross profit percentage consisted of a 150 basis point increase in merchandise margin, partially offset by a 10 basis point increase in occupancy costs. The increase in merchandise margin resulted primarily from higher trade discounts, lower markdowns and lower freight costs, partially offset by sales mix. The increase in occupancy costs, as a percentage of sales, resulted primarily from the deleveraging effect from a decrease in same store sales. Selling, general and administrative expenses decreased $0.8 million, or 0.6%, compared to the fiscal 2015 fourth quarter. As a percentage of net sales, selling, general and administrative expenses increased 140 basis points. Selling, general, and administrative expenses would have increased $2.4 million excluding a favorable $3.2 million foreign currency translation effect. Excluding the foreign currency translation effect, the increase was primarily due to increased concession store commission expense and professional fees, partially offset by reductions in compensation-related expenses. Adjusted EBITDA in the fiscal 2016 fourth quarter was $76.9 million compared to $80.6 million last year. Adjusted EBITDA would have been $77.7 million excluding an unfavorable foreign currency translation effect in the fourth quarter of 2016. The Company defines Adjusted EBITDA as earnings before income taxes, net interest expense, depreciation and amortization, loss (gain) on early debt extinguishments, and asset impairments. Adjusted EBITDA excludes management fees, severance, the impact of transaction-related costs and certain other items. As of Jan. 28, 2017, cash and cash equivalents were $55.8 million. As of Jan. 28, 2017, the Company had $6.2 million drawn on its ABL Credit Facility and an additional $64.1 million of borrowing availability. The fiscal 2016 fourth quarter cash balance increase of $15.3 million consisted of positive impacts of $76.9 million of Adjusted EBITDA, $50.0 million of proceeds from a secured term loan and $34.3 million from seasonal working capital, partially offset by $120.5 million from net repayments under the former credit facilities, reductions for $12.0 million of cash interest payments, $7.0 million for a note repurchase, $3.9 million of capital expenditures and $2.5 million for tax payments and other items. In connection with the Company's assessment of impairment of goodwill and other indefinite-lived intangible assets, the Company recorded a goodwill impairment charge of $39.3 million during the fiscal 2016 fourth quarter. This impairment charge is non-cash and does not have any effect on liquidity or cash flow. Fiscal 2016 net sales were $1.3 billion, a decrease of $91.5 million, or 6.5% compared to fiscal 2015. Consolidated same store sales decreased 3.3% in fiscal 2016. In North America, same store sales decreased 2.1% in fiscal 2016 while Europe same store sales decreased 5.2%. Net sales would have decreased 4.9% excluding the impact from foreign currency rate changes. In connection with the Company's assessment of impairment of goodwill and other indefinite-lived intangible assets, the Company recorded a goodwill impairment charge of $169.3 million during fiscal 2016. The Company also recorded an impairment charge of $9.0 million for identifiable intangible assets and $3.3 million for long-lived assets. These impairment charges are non-cash and do not have any effect on liquidity or cash flow. Adjusted EBITDA in fiscal 2016 was $188.2 million, compared to $217.3 million in fiscal 2015. Adjusted EBITDA would have been $189.7 million excluding an unfavorable foreign currency translation effect in fiscal 2016. Net income for Fiscal 2016 was $53.9 million. A full-text copy of the press release is available for free at: https://is.gd/F17hTF About Claire's Stores Hoffman Estates, Ill.-based Claire's Stores, Inc. -- http://www.clairestores.com/-- is a specialty retailer of fashionable jewelry and accessories for young women, teens, tweens and girls ages 3 to 35. The Company operates through its stores under two brand names: Claire's and Icing. As of July 30, 2016, Claire's Stores, Inc. operated 2,801 stores in 17 countries throughout North America and Europe, excluding 806 concession locations. The Company franchised 596 stores in 29 countries primarily located in the Middle East, Central and Southeast Asia, Central and South America, Southern Africa and Eastern Europe. As of Oct. 29, 2016, Claire's Stores had $2.06 billion in total assets, $2.55 billion in total liabilities and a stockholders' deficit of $490.47 million. * * * In October 2016, Moody's Investors Service downgraded to 'Ca' from 'Caa3' the corporate family rating of Claire's Stores, Inc., and took rating actions on various instruments. The outlook remains negative. "These rating actions result from Claire's closing its exchange offer, which we characterized as a distressed exchange, as well as new credit facilities which were issued in tandem with the closing of the exchange," stated Moody's Vice President Charlie O'Shea. In October 2016, S&P Global Ratings raised its corporate credit rating on Claire's Stores to 'CC' from 'SD'. "The rating action follows our review of Claire's capital structure, its liquidity position following the recent debt exchange, and our expectations for future restructuring actions. The company issued approximately $179 million of new term loans that were used to cancel roughly $575 million of notes and extend the debt maturities," said credit analyst Samantha Stone. "The transaction is estimated to save the company $24 million in annual cash interest savings." CLAYTON WILLIAMS: Plaintiffs Withdrew Injunction Motions -------------------------------------------------------- As previously announced, on March 22, 2017, and March 23, 2017, two putative class action lawsuits captioned Sobel v. Clayton Williams Energy, Inc., Case No. 17-cv-312-UNA and Poms v. Clayton Williams Energy, Inc., Case No. 17-cv-316-UNA were filed in the U.S. District Court for the District of Delaware, against Clayton Williams Energy, Inc. and the members of the Company's Board of Directors. The Complaints allege that the defendants violated Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 14a-9 promulgated thereunder, by causing a materially incomplete and misleading Form S-4 Registration Statement to be filed by Noble Energy, Inc. with the U.S. Securities and Exchange Commission on March 21, 2017. The Second Complaint also alleges that the consideration offered in connection with the Merger does not adequately value the prospects or inherent value of the Company. Both Complaints seek various forms of relief, including injunctive relief and an award of attorneys' fees and expenses. On March 31, 2017, the District Court consolidated the Complaints under the caption In re Clayton Williams Energy, Inc. Stockholders Litigation, Case No. 1:17-cv-312-LPS. On March 23, 2017, the plaintiff in the Sobel action filed a motion for preliminary injunction and a request for an expedited hearing prior to the special meeting of the Company's stockholders scheduled to be held on April 24, 2017, to (i) adopt the Agreement and Plan of Merger, dated Jan. 13, 2017, entered into by and among the Company, Noble Energy, West Merger Sub, Inc., an indirect, wholly owned subsidiary of Noble Energy, and NBL Permian LLC and (ii) approve the merger of Merger Sub with and into the Company, with the Company continuing as the surviving corporation and an indirect, wholly owned subsidiary of Noble Energy. On March 24, 2017, the plaintiff in the Poms action filed a Joinder in plaintiff Sobel's motion, as well as a Supplemental Motion for Preliminary Injunction. Both the Sobel motion and the Poms supplemental motion sought to enjoin the Special Meeting unless certain additional disclosures were made. On March 28, 2017, the District Court scheduled a hearing regarding plaintiffs' motion for preliminary injunction for April 13, 2017. On March 28, 2017, a third lawsuit, captioned Assad v. Clayton Williams Energy, Inc. et al., Case No. 17-cv-336-UNA, was filed with the District Court, making substantially the same allegations and seeking essentially the same relief as the First Complaint. On April 10, 2017, the plaintiffs in the consolidated action agreed to withdraw the pending motions for preliminary injunction, and to dismiss their individual claims as moot, with prejudice, in return for the Company's agreement to make the supplemental disclosures. That same day, plaintiffs Sobel and Poms filed a notice of withdrawal of their motions for preliminary injunctive relief, and the District Court cancelled the hearing that had been set for April 13, 2017. On April 13, 2017, the Company filed this Current Report on Form 8-K with the SEC making supplemental disclosures to the definitive proxy statement on Schedule 14A filed by the Company with the SEC on March 24, 2017, in connection with the solicitation of proxies for the Special Meeting. The plaintiffs may seek an award of attorneys' fees in connection with the lawsuits, and the parties have reserved all rights and arguments in connection with any such claim. Supplemental Proxy Statement Disclosure The Company is electing to make the supplemental disclosures to the Proxy Statement set forth below in response to the three putative class action complaints and solely for the purpose of mooting the allegations contained therein. The Company denies the allegations of the three class action complaints, and denies any violation of law. The Company believes that the Proxy Statement disclosed all material information required to be disclosed therein, and denies that the supplemental disclosures are material or are otherwise required to be disclosed. The Company is disclosing this information solely to eliminate the burden and expense of further litigation. SUPPLEMENT TO PROXY STATEMENT This supplemental information should be read in conjunction with the Proxy Statement, which should be read in its entirety. Page references in the below disclosures are to the pages in the Proxy Statement, and defined terms used but not defined herein have the meanings set forth in the Proxy Statement. Without admitting in any way that the disclosures below are material or otherwise required by law, the Company makes the following amended and supplemental disclosures: The section of the Proxy Statement entitled "Background of the Merger" is amended and supplemented as follows: The disclosure on page 25 of the Proxy Statement in the third full paragraph below the heading "Background of the Merger" is amended and supplemented by adding the following new sentence at the end of the paragraph: The short-form confidentiality agreements did not contain any "standstill" provisions. The disclosure on page 26 of the Proxy Statement in the second full paragraph is amended and supplemented by adding the following new sentence at the end of the paragraph: The short-form confidentiality agreements did not contain any "standstill" provisions. The disclosure on page 26 of the Proxy Statement in the fourth full paragraph is amended and supplemented by adding the following new sentence at the end of the paragraph: The long-form confidentiality agreement did not contain a "Don't Ask, Don't Waive" provision. The disclosure on page 26 of the Proxy Statement in the eighth full paragraph is amended and supplemented by adding the following new sentence at the end of the paragraph: The long-form confidentiality agreement did not contain a "Don't Ask, Don't Waive" provision. The final paragraph beginning on page 28 continuing to page 29 of the Proxy Statement is amended and restated in its entirety as follows: In December 2016 and January 2017 Goldman Sachs prepared materials for and held discussions with representatives of Ares Management in connection with Ares Management's inquiry about the feasibility of hedging the Ares parties' (as defined below) exposure to certain equity securities that would be received as merger consideration in the transactions under consideration, including the Noble common shares included in the merger consideration. At the time the merger agreement was executed, no understanding had been reached between the Ares parties (as defined below) and Goldman Sachs with respect to any hedge transaction or the structure for any such transaction. In February 2017, the Board was advised of these discussions and presentations; that the Ares parties and Goldman Sachs had engaged in further discussions, subsequent to the execution of the merger agreement, concerning potential hedging transactions and potential different structures for any such transactions; and that Goldman Sachs was seeking CWEI’s consent to enter into such transactions with a structure first discussed after the merger agreement was executed. Thereafter, the Audit Committee of the CWEI board, acting on behalf of the CWEI board, consented in advance to the entrance by Goldman Sachs into the ETF transaction (as defined below) with affiliates of Ares Management; to any future entrance by Goldman Sachs or its affiliates into substantially similar hedging transactions with other CWEI stockholders, including Mr. Williams and The Williams Children's Partnership, Ltd.; and to the Ares parties and other CWEI stockholders, including Mr. Williams and The Williams Children's Partnership, Ltd., and Goldman Sachs discussing and negotiating prior to the closing of the merger post-closing hedge transactions (as defined below) with Goldman Sachs as counterparty. The ETF transaction and the post-closing hedge transactions are further described in the section entitled "-- Opinion of CWEI's financial Advisor -- The Hedge Transactions" beginning on page 38. In deciding whether to grant such consent, the Audit Committee of the CWEI board considered, among other things, the foregoing facts, the potential impact on the Noble stock price, and the representation by Goldman Sachs to CWEI that, if CWEI were to request additional services from Goldman Sachs under the engagement letter between CWEI and Goldman Sachs before the closing of the merger and either Goldman Sachs or CWEI determined in good faith that Goldman Sachs was no longer able to fulfill its responsibilities as financial advisor to CWEI in connection with the engagement under such engagement letter as a result of the ETF transaction, such other hedging transactions with Goldman Sachs or its affiliates or such discussions and negotiations regarding any post-closing hedging transaction, Goldman Sachs and CWEI would negotiate in good faith appropriate modifications to such engagement letter, including a reduction of the fees payable to Goldman Sachs under such engagement letter to offset the retention of a different financial advisor by CWEI to fulfill the responsibilities that Goldman Sachs was no longer in a position to fulfill. The section of the Proxy Statement entitled "Opinion of CWEI's Financial Advisor" is amended and supplemented as follows: The disclosure on page 39 of the Proxy Statement under the subheading "The Hedge Transactions" is amended and supplemented by adding the following new paragraph to the end of the disclosure: The Ares parties exercised their right to an early unwinding of the ETF transaction, which was effectuated on March 29, 2017. The net gain to the put counterparty from the ETF transaction and related hedging activities, taking into account the net payment to the Ares parties and the unwind of the related hedging activities, was approximately $9.9 million. The section of the Proxy Statement entitled "Certain Unaudited Financial and Operating Forecasts" is amended and supplemented as follows: The disclosure on page 40 of the Proxy Statement in the third full paragraph is amended and supplemented by adding the following new sentences at the end of the paragraph: EBITDA was determined by calculating revenue less cash operating expenses, general and administrative expenses and losses on commodity derivatives plus gains on commodity derivatives and other items. References in the disclosure below and elsewhere in this proxy statement/prospectus to the terms "free cash flow" and "after-tax cash flow" mean EBITDA less exploration costs, interest expense, income taxes, capital expenditures and negative changes to working capital plus accretion, divestment proceeds and positive changes to working capital. References in the disclosure below and elsewhere in this proxy statement/prospectus to the term "unlevered cash flow" mean free cash flow plus after-tax interest expense. The disclosure on page 41 of the Proxy Statement in the first paragraph below the subheading "Unaudited Standalone Financial and Operating Forecasts of CWEI and Unaudited Pro Forma Financial and Operating Forecasts of Noble" is amended and supplemented by adding the following new sentence at the end of the paragraph: The forecasts for EBITDA and free cash flow set forth below served as the basis and were components used in the standalone valuation of CWEI prepared by CWEI senior management. The section of the Proxy Statement entitled "Interests of CWEI Directors and Executive Officers in the Merger" is amended and supplemented as follows: The disclosure on page 46 of the Proxy Statement in the paragraph under the subheading "Make-Whole Payment" is amended and supplemented by adding the following new sentences at the end of the paragraph: The make-whole amount is expected to be approximately $137 million, which will be paid at closing using cash on hand. Please see Note 2 to the Notes to Unaudited Pro Forma Combined Financial Statements for Noble Energy, Inc. included in this proxy statement/prospectus. A full-text copy of the Form 8-K report is available for free at: https://is.gd/v03O9u About Clayton Williams Midland, Texas-based Clayton Williams Energy, Inc. is an independent oil and gas company engaged in the exploration for and production of oil and natural gas primarily in Texas and New Mexico. On Dec. 31, 2015, the Company's estimated proved reserves were 46,569 MBOE, of which 78% were proved developed. The Company's portfolio of oil and natural gas reserves is weighted in favor of oil, with approximately 83% of its proved reserves at Dec. 31, 2015, consisting of oil and natural gas liquids and approximately 17% consisting of natural gas. During 2015, the Company added proved reserves of 3,542 MBOE through extensions and discoveries, had downward revisions of 26,158 MBOE and had sales of minerals-in-place of 472 MBOE. The Company also had average net production of 15.8 MBOE per day in 2015, which implies a reserve life of approximately 8.1 years. Clayton Williams reported a net loss of $292.15 million on $289.41 million of total revenues for the year ended Dec. 31, 2016, compared to a net loss of $98.19 million on $232.37 million of total revenues for the year ended Dec. 31, 2015. As of Dec. 31, 2016, Clayton Williams had $1.49 billion in total assets, $1.33 billion in total liabilities and $160.53 million in shareholders' equity. * * * In July 2016, S&P Global Ratings affirmed its 'CCC+' corporate credit rating on Clayton Williams Energy. The ratings reflect S&P's assessment that the company's debt leverage is unsustainable, debt to EBITDA expected to average above 15x over the next three years. The ratings also reflect S&P's assessment of liquidity as adequate. In January 2017, Moody's Investors Service placed the ratings of Clayton Williams Energy (Caa3) under review for upgrade following the announcement of a definitive agreement to be acquired by Noble Energy (Baa3 stable) in a transaction valued at $3.2 billion, including the assumption of Clayton Williams' approximately $500 million of net debt. The review for upgrade is based on the potential benefit of Clayton Williams being supported by the stronger credit profile and greater financial flexibility of Noble. CLEARWATER SEAFOODS: Moody's Affirms B2 Corporate Family Rating --------------------------------------------------------------- Moody's Investors Service affirmed Clearwater Seafoods Limited Partnership's (CSLP) B2 corporate family rating (CFR) and SGL-2 speculative grade liquidity rating, and upgraded the probability of default rating (PDR) to B2-PD from B3-PD. The ratings outlook remains stable. Moody's also assigned a B3 rating to the proposed US$250 million senior unsecured notes to be issued by Clearwater Seafoods Incorporated (CSI), the parent company of CSLP (together Clearwater), with a stable outlook. Moody's will reassign the B2 CFR, B2-PD PDR, and SGL-2 rating to CSI from CSLP when the refinance transaction closes, and at that same time, the B1 ratings on CSLP's existing secured revolver and term loans and the stable outlook will be withdrawn. Net proceeds from the proposed US$250 million unsecured notes, together with a new C$35 million secured term loan and revolver drawings will be used to repay C$380 million of existing debt. The company is putting in place a new C$300 million revolver due in 2022 to replace the existing $100 million revolver maturing in 2018. "The CFR was affirmed because the refinance transaction is leverage-neutral (pro forma adjusted Debt/EBITDA remains below 4.5x)," said Peter Adu, Moody's AVP. "The PDR was upgraded because the company's new debt capital is now comprised of unsecured notes as well as secured bank facilities", Adu added. The following rating actions were taken: Rating Assigned: Issuer: Clearwater Seafoods Incorporated US$250M Unsecured Notes due 2025, B3 (LGD5) Ratings Affirmed: Issuer: Clearwater Seafoods Limited Partnership Corporate Family Rating, B2; to be moved at close SGL-2 Speculative Grade Liquidity Rating; to be moved at close Rating Upgraded: Issuer: Clearwater Seafoods Limited Partnership Probability of Default Rating, to B2-PD from B3-PD; to be moved at close Ratings Unchanged: Issuer: Clearwater Seafoods Limited Partnership C$100M Revolving Credit Facility due 2018, B1 (LGD2); to be withdrawn at close C$30M (Face Value) First Lien Term Loan A due 2018, B1 (LGD2); to be withdrawn at close C$45M (Face Value) Delayed Draw First Lien Term Loan A due 2018, B1 (LGD2); to be withdrawn at close US$258M (Face Value) First Lien Term Loan B due 2019, B1 (LGD2); to be withdrawn at close Outlook Actions: Issuer: Clearwater Seafoods Limited Partnership Remains Stable; to be withdrawn at close Issuer: Clearwater Seafoods Incorporated Assigned as Stable RATINGS RATIONALE Clearwater's B2 CFR primarily reflects its exposure to exogenous factors such as foreign currency fluctuations and weather patterns which create volatility in results, the potential for elevated leverage (adjusted Debt/EBITDA) through acquisitions periodically (leverage rose to 6.5x pro forma after the MacDuff acquisition in late 2015), and small scale. These factors are offset by Moody's expectation of leverage below 4x within 12 to 18 months (pro forma 4.3x as of December 31, 2016), the company's vertically integrated structure, strong market presence, and ownership of valuable shellfish quotas in Canada and Argentina that create barriers to entry. The rating also considers the company's strong margins, good geographic and customer diversity, and the attractive long term growth prospects in the premium shellfish seafood industry supported by growing demand from emerging markets The B3 rating on the unsecured notes, one notch below the B2 CFR, reflects their contractual subordination to first lien debt ranking above them. Clearwater has good liquidity (SGL-2 rating). The company's sources of liquidity exceed C$270 million compared to consumptive free cash flow of $30 million due to higher capital expenditures for the new clam vessel, about C$6 million of deferred payments associated with the MacDuff acquisition, and $0.35 million of term loan amortization in the next four quarters. Clearwater's liquidity is supported by cash of C$40 million at Q4/2016 and more than C$230 million of availability under its new C$300 million revolving credit facility that matures in 2022 (net of US$10 million term loan due in June 2017). With the company tripling the size of its revolver as part of the refinancing transaction, Moody's consider the large availability as dry powder to support the company's acquisition aspirations. Clearwater's revolver will have total and senior leverage covenants and Moody's expects at least 20% cushion through the next 4 to 6 quarters. Clearwater has limited flexibility to generate liquidity from asset sales. The outlook is stable because the company has the ability to organically reduce leverage below 4x, but given its very large unused revolver, it is possible that it will relever with another acquisition. A ratings upgrade to B1 will require Clearwater to maintain ample liquidity and consistently positive annual free cash flow generation, while Moody's will need to gain confidence that the company will sustain adjusted Debt/EBITDA below 4.5x (pro forma 4.3x) even after making a large acquisition. Clearwater's ratings could be downgraded to B3 if operating results soften such that adjusted Debt/EBITDA is sustained above 6x (pro forma 4.3x), or if free cash flow were to turn negative for an extended period. Significant deterioration in liquidity, possibly caused by debt-funded acquisitions could also lead to a downgrade. The principal methodology used in these ratings was Global Protein and Agriculture Industry published in May 2013. Clearwater is a vertically-integrated harvester, processor, and distributor of premium shellfish, with fishing quotas in Canada and Argentina and license ownership in the UK. Revenue for the fiscal year ended December 31, 2016 was C$612 million, with about 34% generated in Asia, 40% in Europe, and 26% in North America. The company is headquartered in Bedford, Nova Scotia. CLEARWATER SEAFOODS: S&P Assigns B+ CCR & Rates Secured Loans BB ---------------------------------------------------------------- S&P Global Ratings said it assigned its 'B+' long-term corporate credit rating and stable outlook to Clearwater Seafoods Inc. At the same time, S&P Global Ratings assigned its 'BB' issue-level rating and '1' recovery rating to subsidiary Clearwater Seafoods L.P.'s proposed C$300 million revolver and C$35 million term loan. In addition, S&P Global Ratings assigned its 'B+' issue-level rating and '4' recovery rating to parent Clearwater's proposed US$250 million senior unsecured notes. A '1' recovery rating represents S&P's expectation of very high (90%-100%; rounded estimate 95%) recovery, and a '4' recovery rating represents average (30%-50%; rounded estimate 40%) recovery in a default scenario. The proceeds from the facility will be used to repay the existing first-lien term loan, delayed draw loan, and revolver at Clearwater Seafoods L.P. (B+/Stable/--). Clearwater is a harvester, processor, and distributor of premium quality shellfish and seafood products around the world. "The ratings reflect Clearwater's small market position and scale in the highly competitive and fragmented global seafood market, and our expectation of leverage in the mid-4x area," said S&P Global Ratings credit analyst Nayeem Islam. Clearwater's business risk profile reflects its position as the largest holder of shellfish quota in Canada and proven record of operating in the highly regulated seafood industry. The company has modestly improved its diversity following the 2015 acquisition of Macduff Shellfish Group, which provided access to new products, species, and distribution markets. However, this is more than offset by Clearwater's limited scale and narrow diversity compared with that of much larger agribusiness companies, which exacerbate the inherent volatility in the commercial fishing industry. Although Clearwater has modestly improved its diversity through the Macduff acquisition, S&P believes the company's exposure to earnings volatility owing to catch availability, regulatory changes, foreign exchange fluctuations, weather conditions, and timing of vessel refits all constrain the business risk profile. This is evidenced by the recent pressure in 2016 margins due to excess clam inventory, lower scallop and shrimp quotas, and poor lobster quality. Nevertheless, S&P believes expanded distribution in the U.K. along with more cost-efficient harvesting should support reported EBITDA margins of 19%-20% (including EBITDA attributable to noncontrolling interests). The stable outlook reflects S&P Global Ratings' expectation that Clearwater will maintain adjusted debt-to-EBITDA in the mid-4x area and EBITDA interest coverage of about 3.5x, as it enhances its market position in the premium shellfish and seafood segment through modest acquisitions and organic revenue growth driven by strong global demand. S&P could lower the ratings if the company were to sustain debt-to-EBITDA above the mid-5x area due to acquisitions, with no clear path of deleveraging. S&P could also lower the rating if weak earnings and cash flow from adverse market conditions, operating disruptions, or integration problems cause leverage to increase above 5x or EBITDA interest coverage to drop toward 2x. S&P estimates that a more than 150-basis-points decline in EBITDA margins could push credit measures toward our downside thresholds. S&P could raise the ratings if the company demonstrates a more conservative financial policy by maintaining debt-to-EBITDA of about 3x and EBITDA interest coverage above 6x. S&P believes such a scenario would likely coincide with an improving business risk profile driven by enhanced global market position, scale and diversity, along with lower volatility in earnings. COLISEUM TALLAHASSEE: Hires M. Lanier Suber as Accountant --------------------------------------------------------- Coliseum Tallahassee, LLC seeks approval from the US Bankruptcy Court for the Northern District of Florida, Tallahassee Division, to employ M. Lanier Suber, CPA as CPA to give the Debtor tax advice with respect to necessary tax forms for the Debtor's business and preparation of the DIP monthly reports. The accountant's fee for the services is at a regular billing rate at $150.00 per hour. M Lanier Suber declares that she has no connection with the Debtor's creditors, or any other party in interest. The CPA can be reached through: M Lanier Suber, CPA 523 Killearn Center Blvd Tallahassee, FL 32309, USA Phone: 850-668-1040 Coliseum Tallahassee, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 17-40071) on Feb. 28, 2017. Robert Bruner, Esq., serves as the Debtor's legal counsel. COMSTOCK MINING: Enters Equity Purchase Agreement with Leviston --------------------------------------------------------------- On April 7, 2017, Comstock Mining Inc. entered into an equity purchase agreement with Leviston Resources LLC for the purchase of up to $3,250,000 shares of the Company's common stock from time to time, at the Company’s option, on terms deemed favorable to the Company. Any shares offered and sold will be issued pursuant to the Company’s shelf registration statement on Form S-3 declared effective by the SEC on February 5, 2016. Sales of common stock, if any, under Agreement may be made in sales deemed to be "at-the-market" equity offerings as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, or the Securities Act, at a discount of 10.0% to the lowest intra-day reported sales price of the common stock on the date that Leviston receives a capital call from the Company. In consideration of Leviston's agreement to enter the Purchase Agreement, the Company agreed to deliver additional shares of common stock with value of $162,500 to Leviston, for no additional consideration, on the first settlement date with respect to a put notice delivered by the Company. The Company agreed to pay $15,000 to Leviston for a documentation fee for preparing the Purchase Agreement. A full-text copy of the Form 8-K is available for free at: https://is.gd/CGqMjX About Comstock Mining Virginia City, Nev.-based Comstock Mining Inc. is a Nevada-based, gold and silver mining company with extensive, contiguous property in the historic Comstock district. The Company began acquiring properties in the Comstock District in 2003. Since then, the Company has consolidated a substantial portion of the Comstock district, secured permits, built an infrastructure and brought the exploration project into test mining production. The Company continues acquiring additional properties in the Comstock district, expanding its footprint and creating opportunities for exploration and mining. The goal of the Company's strategic plan is to deliver stockholder value by validating qualified resources (measured and indicated) and reserves (probable and proven) of 3,250,000 gold equivalent ounces by 2013, and commencing commercial mining and processing operations by 2011, with annual production rates of 20,000 gold equivalent ounces. Comstock Mining reported a net loss of $12.96 million on $5.07 million of total revenues for the year ended Dec. 31, 2016, compared to a net loss of $10.45 million on $18.49 million of total revenues for the year ended Dec. 31, 2015. As of Dec. 31, 2016, Comstock had $33.84 million in total assets, $19.42 million in total liabilities and $14.41 million in total stockholders' equity. COMSTOCK RESOURCES: Carl Westcott Holds 6.06% Stake as of April 11 ------------------------------------------------------------------ During the period of March 16, 2017, through April 12, 2017, a net 209,544 shares of Common Stock were sold by Carl H. Westcott on his own behalf and on behalf of the other reporting persons for an aggregate price of approximately $2,164,438. As of April 11, 2017, Carl Westcott beneficially owns 926,058 shares of common stock of Comstock Resources, Inc. representing 6.06% based on 15,283,541 shares of Common Stock outstanding, as reported by the Company in its definitive proxy statement on Schedule 14A filed on April 3, 2017. Each of Court H. Westcott and Carla Westcott directly holds 4,000 and 9,008 shares of Common Stock, respectively, over which Carl H. Westcott shares dispositive power, but not voting power, pursuant to trading authorizations. Additionally, Carl H. Westcott shares dispositive power, but not voting power, pursuant to trading authorizations, of 13,500, 2,050, and 2,000 shares of Common Stock held by Peter Underwood, Francisco Trejo, Jr., and Rosie Greene, respectively. Commodore Partners holds 288,000 shares of Common Stock, over which Carl H. Westcott holds shared voting and dispositive power with Court H. Westcott as the managers of Carl Westcott, LLC, the sole general partner of Commodore Partners. GK Westcott holds 19,000 shares of Common Stock, over which Carl H. Westcott holds shared voting and dispositive power with Court H. Westcott as the managers of Carl Westcott, LLC, the sole general partner of GK Westcott. A full-text copy of the regulatory filing is available at: https://is.gd/5Ne4p4 About Comstock Resources Comstock Resources, Inc. is an independent energy company based in Frisco, Texas and is engaged in oil and gas acquisitions, exploration and development primarily in Texas and Louisiana. The Company's stock is traded on the New York Stock Exchange under the symbol CRK. Comstock incurred a net loss of $135.1 million in 2016 and a net loss of $1.0 billion in 2015. As of Dec. 31, 2016, Comstock Resources had $889.87 million in total assets, $1.16 billion in total liabilities and a total stockholders' deficit of $271.26 million. * * * As reported by the TCR on Sept. 23, 2016, S&P Global Ratings raised its corporate credit rating on Comstock Resources Inc. to 'CCC+' from 'SD' (selective default). The outlook is negative. "The rating actions on Comstock are in conjunction with the Sept. 6, 2016, close of their comprehensive debt exchange and our assessment of the company's revised capital structure and credit profile," said S&P Global Ratings credit analyst Aaron McLean. Comstock Resources carries a 'Caa2' corporate family rating from Moody's Investors Service. CROWN HOLDINGS: S&P Lowers Rating on $2.4BB Sr. Facility to 'BB+' ----------------------------------------------------------------- S&P Global Ratings lowered its issue-level rating on the $2.4 billion senior secured credit facility issued by Philadelphia-based packaging producer Crown Holdings Inc.'s subsidiaries to 'BB+' from 'BBB-' and revised its recovery rating on the facility to '2' from '1'. The '2' recovery rating indicates S&P's expectation for substantial (70%-90%; rounded estimate: 85%) recovery in the event of a payment default. S&P lowered its issue-level rating and revised our recovery rating on the facility because the company has upsized the U.S. term loan portion of the facility by $200 million. While S&P's updated recovery analysis includes a somewhat higher recovery valuation due to the higher fixed charges for the new facility, this was not sufficient to offset the increase in the size of facility. Ultimately, S&P's recovery expectations have not materially changed, they have simply shifted just below the 90% threshold that S&P requires for a '1' recovery rating. Following this upsizing, Crown's new $2.4 billion senior secured credit facility will consist of a $650 million five-year revolving credit facility available to Crown Americas LLC; a $700 million multicurrency revolver available to Crown Americas LLC, Crown Metal Packaging Canada L.P., and Crown European Holdings S.A.; a $50 million five-year Canadian revolving credit facility available to Crown Metal Packaging Canada L.P.; a $750 million five-year term loan A; and a EUR275 million five-year term loan A. RECOVERY ANALYSIS Key analytical factors -- S&P's analysis assumes a simulated default in 2022--which is consistent with the typical time to default for issuers that S&P rates 'BB' and 'BB+'--and a somewhat higher gross enterprise value (EV) of $4.239 billion. S&P applied a 6.0x multiple to an estimated distressed emergence EBITDA of $706 million. The multiple is in line with those that S&P uses for Crown's peers that share a similar business risk profile assessment. A payment default would require a substantial and unexpected decline in Crown's profitability and cash flow, likely caused by a sharp drop in demand for metal containers, cost pressures, client attrition, and the substitution of plastic for metal packaging. -- S&P assumes that roughly 25% of this value relates to the U.S. (Crown Americas and domestic subsidiaries), 45% to foreign subsidiaries (Crown European Holdings or CEH and subsidiaries), and 30% to various joint-venture (JV) interests (20% for Asian JVs, which roll up under CEH, and 10% for the Latin American JVs, which roll up under Crown Americas). -- Credit facility borrowings in the U.S. benefit from a lien on most of Crown's domestic assets (excluding mortgages on real estate and 35% of the equity in its foreign subsidiaries) and 65% of the equity in its first-tier foreign subsidiaries. Direct borrowings by foreign subsidiaries have additional guarantees and collateral. S&P assumes the $1.4 billion revolver is 85% drawn at default, with slightly more than half of the amount borrowed abroad. A collection allocation mechanism would equalize recovery rates for all bank tranches, despite the better guarantor and collateral terms for the non-U.S. borrowings. -- The senior notes issued by CEH would have a structurally senior claim to the non-U.S. EV (relative to U.S. debt), although this claim is unsecured and effectively junior to foreign secured borrowings (including those under the credit facility). Although S&P's analysis suggests the possibility of a recovery above 70%, it has capped its recovery rating on this debt at '3', which indicates a recovery of 50%-70%. This reflects S&P's practice of capping unsecured recovery ratings on debt issued by companies that S&P rates in the 'BB' category at '3' to reflect the heightened risk that such companies may change their capital structure in ways that could impair unsecured recovery prospects. -- The '6' recovery rating on Crown America's unsecured notes reflects S&P's expectation for negligible recovery (0%-10%). While these notes are uaranteed by Crown's domestic subsidiaries they are effectively junior to the substantial amount of secured debt and structurally senior borrowings at foreign nonguarantor subsidiaries. The unsecured debentures issued by Crown Cork and Seal also have a '6' recovery rating as they are structurally junior to Crown's other debt because they lack guarantees from operating subsidiaries. Simulated default and valuation assumptions: -- Simulated year of default: 2022 -- Emergence EBITDA/multiple/gross EV: $706 million/6.0x/$4.239 Billion Simplified waterfall: -- Net EV (after 5% administrative costs): $4.027 billion -- Valuation split (JVs/Crown European/Crown Americas): 30%/45%/25% JV net EV: $1.208 billion -- JV direct borrowings (estimated): $128 million -- JV third-party equity interests: $218 million -- Residual JV value (split Crown Americas/Crown European): $862 million ($137 million/$725 million) -- Crown European net EV: $1.812 billion -- Adjustment to Crown European EV for accounts receivables securitizations: $192 million -- Net value from JV interests: $725 million -- Net value available to Crown European creditors: $2.345 billion -- Foreign credit facility borrowings: $909 million -- Crown European unsecured notes: $1.975 billion -- Recovery expectations-full range/rounded estimate: Capped at 50%-70%/65% -- Residual value available to U.S. creditors: None -- Crown Americas EV: $1.007 billion -- Adjustment for U.S. accounts/receivable securitizations: $132 million -- Net value to Crown Americas from JV interests/collateral (65%): $137 million/$89 million -- Estimated credit facility collateral value: $1.872 billion* -- Secured credit facility debt: $2.124 billion -- Estimated recovery from collateral/total: 88%/89% -- Recovery expectations-full range/rounded estimate: 70%- 90%/85% -- Total value available to unsecured claims: $48 million -- Crown Americas senior unsecured notes: $1.431 billion -- Deficiency claim on secured credit facility: $251 million -- Total unsecured claims: $1.682 billion -- Recovery expectations-full range/rounded estimate: 0%- 10%/0% -- Remaining value for debentures: $0 -- Unguaranteed debentures: $410 million -- Recovery expectations-full range/rounded estimate: 0%-10%/0% Note: Debt amounts include six months of prepetition interest. * Estimated collateral available to the credit facility includes direct foreign borrowings of $909 million, $875 million from Crown Americas, and 65% of the equity in the Latin American JVs ($89 million). S&P assumes the $1.4 billion revolving credit facility is 85% drawn at default, with roughly 54% of this amount borrowed abroad. S&P do not adjust for deficits on pensions and other post retirement liabilities because the estimated postretirement funding deficits are below our materiality threshold (10% of estimated debt at default). Calculation of emergence EBITDA: -- Default EBITDA proxy (int. exp.+amortization+minimum capex): $585 million ($326 million+$52 million+$207 million) -- Key assumptions (cyclicality adj./operational adj.): 5%/15% -- Emergence EBITDA (default EBITDA proxy+cycl. adj.+op. adj.): $706 million($585 million+$29 million+$92 million) Fixed charge calculation: S&P's default EBITDA proxy does not include scheduled amortization that exceed 5% of the original principal (adjusted for prepayments), as large scheduled payments are generally not expected to be met with cash flow. RATINGS LIST Crown Holdings Inc. Corporate Credit Rating BB/Stable/-- Ratings Lowered; Recovery Ratings Revised To From Crown Americas LLC Crown European Holdings S.A. Crown Metal Packaging Canada L.P. Senior Secured BB+ BBB- Recovery Rating 2(85%) 1(90%) CUMBERLAND FARMS: Moody's Assigns B1 Corporate Family Rating ------------------------------------------------------------ Moody's Investors Service assigned ratings to Cumberland Farms, Inc. including a B1 Corporate Family Rating, B1-PD Probability of Default Rating and B3 senior unsecured notes rating. A stable rating outlook was also assigned. All ratings are subject to review of final documentation. Cumberland Farms proposes to raise $300 million senior unsecured notes due 2025, along with its recently amended $500 million senior secured revolver due 2022 (unrated), to repay $191 million of existing debt, put $107 million of cash on the company's balance sheet and to pay fees and expenses. The cash is expected to be used primarily to continue to build new stores and raze and rebuild existing stores into the new "AIM" format. Assignments: Issuer: Cumberland Farms, Inc. -- Probability of Default Rating, Assigned B1-PD -- Corporate Family Rating, Assigned B1 -- Senior Unsecured Regular Bond/Debenture (Local Currency), Assigned B3(LGD5) RATINGS RATIONALE The B1 Corporate Family Rating reflects Cumberland Farms' favorable comparison to higher rated peers -- in terms of a lower reliance on volatile fuel prices as a percentage of total revenue and gross profit, merchandise gross profit margins and fuel margins on a cents per gallon basis. The ratings also consider the company's success with the transition to its new store design which has driven improved merchandise margins, a better merchandise mix with strong performance from its prepared and fresh foods, and increased customer loyalty. Moody's expects the company's results will benefit from its plans to open more AIM format stores and complete raze and rebuilds of legacy stores into the new more profitable format. Ratings also take into consideration Moody's expectations that Cumberland Farms' leverage will be high as earnings lag debt raised to fund its new store growth -- about 5.2x Moody's adjusted debt/EBITDA at the end of 2018. This level of leverage is of concern given the company's modest level of overall earnings. A modest decline in earnings, without any corresponding reduction in debt, could cause leverage to increase by as much as a turn. Partially offsetting this concern is the company's ability to curtail development capex and reduce the amount of future borrowings to fund new store growth if necessary. Also considered is Cumberland Farms' small size in terms of numbers of stores and geographic concentration -- 90% of its stores are in the northeast US -- relative to peers. While this market has proven to be successful for Cumberland Farms, this exposes the company to local, regional, and nationwide economic swings as well as competitors' promotional activities from the company's larger, more diversified peers. Cumberland Farms has good liquidity as evidenced by Moody's expectation that the company will be able to cover its debt service and maintenance capex needs using internally generated cash flow and cash on hand. Moody's projects the company will utilize its $500 million revolver to fund a portion of its development capex each year, with about half of the availability used by the end of 2018. The company's credit agreement will require the company be in compliance with leverage and interest coverage financial maintenance covenants, at levels to be determined. Cumberland Farms owns about 85% of its properties, but the credit agreement will have a first priority lien on all present and future property and assets of the company and a mortgage requirement for more than 50% of its owned properties. The B3 rating on the company's senior unsecured notes -- two notches below the Corporate Family Rating -- reflect the amount of secured debt ahead of it in the capital structure -- namely the unrated $500 million secured revolver. The stable rating outlook reflects Moody's expectation that Cumberland Farms will maintain debt/EBITDA of between 5.0x to 5.5x and EBITDA/interest expense of 3.0x to 3.5x as it grows its new store base over the next few years. Ratings could be upgraded if Cumberland Farms were to maintain leverage below 4.5x on a sustained basis with EBIT/interest expense above 2.0x. An upgrade would also require the company maintain at least adequate liquidity. A downgrade could occur if the company's growth plans do not achieve a level of earnings sufficient to maintain debt/EBITDA below 5.0x and EBIT/interest above 1.5x. The principal methodology used in these ratings was Retail Industry published in October 2015. CYTORI THERAPEUTICS: Receives FDA Approval for RELIEF Trial ----------------------------------------------------------- On April 6, 2017, Cytori Therapeutics, Inc., received approval from the U.S. Food and Drug Administration of an Investigational Device Exemption for a pilot clinical trial to evaluate Cytori Cell Therapy™ in patients with thermal burn injury. This trial, named the RELIEF trial, is a continuation of the Company's research and development efforts under its contract with the Biomedical Advanced Research and Development Authority, a division of the U.S. Department of Health and Human Services. The RELIEF trial will assess safety and feasibility of intravenous delivery of Cytori Cell Therapy as an adjunct to usual care in patients with thermal burn injuries covering between 20% and 50% of their body surface area. The trial is approved to enroll up to 30 patients in up to 10 U.S. sites. Initiation of RELIEF is dependent upon execution of a contract option by BARDA to provide the necessary funds. The RELIEF Trial is designed as a prospective, open-label, parallel group, usual care controlled, multi-center randomized (2:1, active: usual care alone) safety and feasibility study targeting thermal burns. Subjects will have at least one deep partial or full thickness burn wound that is to be autografted with a meshed split thickness skin graft (STSG). Subjects randomized to Cytori Cell Therapy will undergo small volume fat harvest (100 to 150 mL) during scheduled burn surgery followed by intravenous delivery of Cytori Cell Therapy. Subjects randomized to usual care will not undergo a fat harvesting procedure. A full-text copy of Form 8-K is available for free at: https://is.gd/7ZlQFv About Cytori Based in San Diego, California, Cytori Therapeutics (NASDAQ: CYTX) -- http://www.cytori.com/-- is an emerging leader in providing patients and physicians around the world with medical technologies, which harness the potential of adult regenerative cells from adipose tissue. The Company's StemSource(R) product line is sold globally for cell banking and research applications. Cytori reported a net loss allocable to common stockholders of $19.4 million on $4.83 million of product revenues for the year ended Dec. 31, 2015, compared with a net loss allocable to common stockholders of $38.5 million on $4.95 million of product revenues for the year ended Dec. 31, 2015. As of Sept. 30, 2016, Cytori had $36.84 million in total assets, $23.17 million in total liabilities and $13.67 million in total stockholders' equity. KPMG LLP, in San Diego, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company's recurring losses from operations and liquidity position raises substantial doubt about its ability to continue as a going concern. DEEP HARBOR FARM: Case Summary & Unsecured Creditor --------------------------------------------------- Debtor: Deep Harbor Farm, LLC P.O. Box 280 Tilghman, MD 21671 Case No.: 17-15336 Business Description: The Company owns a single family home that has 2,016 sq ft and was built in 1996 located at 21730 Deep Harbor Farm Road Sherwood, MD 21665. It contains 4 bedrooms and 4 bathrooms. Chapter 11 Petition Date: April 17, 2017 Court: United States Bankruptcy Court District of Maryland (Baltimore) Judge: Hon. Thomas J. Catliota Debtor's Counsel: Daniel Alan Staeven, Esq. RUSSACK ASSOCIATES LLC 100 Severn Avenue, Suite 101 Annapolis, MD 21403 Tel: 410-505-4150 E-mail: dan@russacklaw.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Alexander Doty, sole member. The Debtor listed the QueensTown Bank of Maryland as its unsecured creditor holding a claim of $1.2 million. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/mdb17-15336.pdf DELIVER BUYER: Moody's Assigns B2 CFR on High Financial Leverage ---------------------------------------------------------------- Moody's Investors Service assigned a B2 Corporate Family Rating (CFR) and a B3-PD Probability of Default Rating to Deliver Buyer, Inc. Concurrently, Moody's assigned B2 ratings to the company's proposed $25 million senior secured revolver and $240 million senior secured term loan. Proceeds from the new bank credit facilities will be used to partially fund the acquisition of MHS by Thomas H. Lee Partners, LP. The rating outlook is stable. RATINGS RATIONALE The rating reflects MHS's modest scale, high degree of financial leverage (Moody's adjusted Debt-to-EBITDA in excess of 6.0x at close), and pronounced customer concentration. MHS's dependence on several key customers (top two account for over 80% of sales) leaves the company vulnerable to changes in customer capital expenditure budgets and susceptible to pricing pressure. This heavy reliance on a small customer base heightens the need for strong execution in the fast-growing material handling industry where competitors are vying to gain market share and deepen customer penetration. The relatively lumpy and large-sized nature of customer contracts further amplifies the need for consistent operational performance, while the recent underperformance of a contract at a customer's facility highlights the risks associated with the company's fixed-price contracts. Somewhat mitigating these concerns is Moody's expectation of robust customer demand over the next few years supported by favorable secular trends such the proliferation of e-commerce and the resultant need for courier companies to upgrade and automate their networks. These trends are expected to translate to solid topline growth over the next few years. The rating also favorably reflects MHS's growing backlog which facilitates near-term revenue visibility and the potential for relatively robust free cash flow generation in fiscal 2018 and beyond. The stable outlook reflects favorable industry conditions and expectations that the company will successfully execute its growth strategy. This should support earnings growth and reduce leverage to at or below 5x over the next 12 to 18 months. Moody's expects MHS to maintain an adequate liquidity profile over the next 12 months. Pro forma cash balances are anticipated to be modest and amortization on term debt will be minimal at 1% per annum. Near term free cash flow generation will be muted in the face of elevated capital expenditures to support the expansion of company headquarters although the prospects for improved cash flow generation after 2017 appear favorable. External liquidity will be provided by a $25 million 5-year revolving credit facility. The facility is expected to contain a total net leverage covenant and Moody's anticipate the company maintaining ample cushions. Alternative liquidity sources are deemed to be limited given the predominantly all-asset pledge to the company's senior secured lenders. The ratings could be upgraded if Debt-to-EBITDA was expected to remain below 4.0x. A track record of strong operational execution and the maintenance of a good liquidity profile would be prerequisites to any upgrade. Given the company's small scale and pronounced customer concentration, Moody's would expects MHS to maintain credit metrics that are stronger than levels typically associated with companies at the same rating level. The ratings could be downgraded if Debt-to-EBITDA was expected to remain above 6.0x. A weakening liquidity profile with reduced free cash flow generation and an increased reliance on revolver borrowings could also pressure the rating downward. Execution missteps that resulted in weakened operational performance such that EBITDA margins declined to around 10% could also result in a downgrade. The following is a summary of rating actions: Issuer: Deliver Buyer, Inc. Corporate Family Rating, assigned B2 Probability of Default Rating, assigned B3-PD $25 million senior secured revolver due 2022, assigned B2 (LGD3) $240 million senior secured term loan due 2024, assigned B2 (LGD3) MHS Holdings Inc. ("MHS"), headquartered in Louisville, Kentucky, the parent company for Material Handling Systems Inc. and Santa Rosa Systems LLC, designs, engineers, builds and installs conveyors and automated sortation systems primarily for the parcel industry. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. DELIVER BUYER: S&P Assigns 'B' CCR; Outlook Stable -------------------------------------------------- S&P Global Ratings said that it has assigned its 'B' corporate credit rating to Deliver Buyer Inc. The outlook is stable. Kentucky-based MHS Holdings is being acquired by private-equity firm Thomas H. Lee, which the company will finance with a combination of debt and common equity. At the same time, S&P assigned its 'B' issue-level rating and '3' recovery rating to the company's $240 million first-lien term loan B due 2024 and $25 million revolving credit facility. The '3' recovery rating indicates S&P's expectation for meaningful recovery (50%-70%; rounded estimate: 55%) in a default scenario. "Our ratings on Deliver Buyer reflect the company's small size, the narrow scope of its operations, and the limited diversity of its end markets, customers, and product/service offerings," said S&P Global credit analyst Tatiana Kleiman. "These factors are partly offset by the company's relatively good market position in its niche, its long-standing customer relationships, its relatively stable profitability, and its positive industry growth fundamentals." S&P's ratings also incorporate the company's increased debt leverage following the proposed acquisition and its ownership by a private-equity financial sponsor. S&P expects Deliver Buyer's credit metrics to improve slightly over S&P's forecast period as its increased revenue and earnings are offset by potential debt-financed mergers and acquisitions (M&A) such that its debt-to-EBITDA declines to just under 5x and its funds from operations (FFO)-to-debt ratio improves to the low teens percent area by the end of 2017. The stable outlook on Deliver Buyer reflects S&P's expectation that the company's credit ratios will improve marginally while remaining appropriate for the current rating over the next 12 months as its revenue and earnings increase on the rising demand for warehouse automation. S&P expects the company to maintain a debt-to-EBITDA metric of 4.5x-5.0x and a FFO-to-debt ratio of around 14% through 2018. Although unlikely, S&P could lower its ratings on Deliver Buyer over the next year if its debt-to-EBITDA metric rises above 7x, which would indicate a more aggressive financial risk profile than S&P anticipated. This increase would likely be due to an acquisition or dividend. It is unlikely that S&P will raise its ratings on Deliver Buyer over the next year. However, S&P could raise its ratings if it believes that the company will maintain a FFO-to-debt ratio in the high-teens percent area or if its debt-to-EBITDA approaches 4x and remains there on a sustained basis. DISH NETWORK: S&P Affirms 'B+' CCR & Revises Outlook to Negative ---------------------------------------------------------------- S&P Global Ratings said it affirmed all ratings on Englewood, Colo.-based DISH Network Corp., including the 'B+' corporate credit rating, and revised the outlook to negative from stable. "The outlook revision reflects the announced award of $6.2 billion worth of spectrum licenses in the recently completed broadcast incentive auction, which significantly exceeded our expectations thus increasing the likelihood that leverage could rise above our downgrade trigger of 6.0x over the next year," said S&P Global Ratings credit analyst Rose Askinazi. The negative outlook reflects the potential for leverage to increase beyond S&P's 6.0x threshold for the rating, given the potential for incremental debt related to the AWS-3 spectrum re-auction. Absent additional spectrum purchases, S&P believes DISH has the ability to maintain leverage at pro-forma levels in the 5.5x-5.7x range by using discretionary cash to reduce debt, offsetting the impact of lower earnings on credit ratios. S&P could lower the rating if adjusted leverage increases above 6.0x or free cash flow to debt falls below 5% with no clear path for improvement. While S&P do not believe DISH will look to fund a wireless build-out on its own, S&P believes the array of options available to it (such as acquisitions, spectrum sharing, or joint ventures) could bring additional investment requirements that could push leverage above this threshold. It is also possible that competitive pressures in its pay-TV business could cause earnings to deteriorate more than we expect, such that leverage rises above 6.0x. S&P could revise the outlook to stable over the next year if it has increased confidence that leverage will remain comfortably below 6.0x. This would most likely come from the lack of additional debt related to AWS-3 spectrum, debt reduction, and margin stabilization stemming from a focus on more profitable subscribers. DISH NETWORK: Spectrum Spending No Impact on Fitch BB- IDR ---------------------------------------------------------- DISH Network Corp.'s (DISH) ratings are not affected by its spending in the TV Broadcast Incentive Auction, according to Fitch Ratings. Fitch previously estimated that DISH had capacity for auction-related spending of roughly $6 billion as of Dec. 31, 2016. However, the company's prefunding of cash to use for the spectrum auction eliminated any incremental debt capacity within Fitch's expectations for the current rating. The Federal Communications Commission (FCC) announced the auction's winning bids on April 13, 2017. DISH, through the ParkerB.com Wireless LLC entity, made winning bids totalling $6.2 billion. At the close of the auction, the total net remaining payment was $4.7 billion - net of a $1.5 billion upfront down payment made in the third quarter of 2016, prior to the start of the auction. The final balance is due by May 11, 2017. The current ratings consider the potential capital requirements and execution risk associated with DISH's wireless strategy. There is significant asset value and strategic optionality associated with DISH's wireless spectrum investment. The company's wireless initiatives remain in a development stage, although DISH indicated that it plans on building out its own narrowband Internet of Things (IOT) network to meet buildout requirements. Fitch believes DISH may still consider monetizing a portion or all of its spectrum if the price is right, or seek a partnership with another wireless carrier to enhance the capabilities of its network and reduce the amount of capital requirements for a stand-alone buildout. In August 2016, Fitch revised DISH's Outlook to Negative after the company issued $3 billion of convertible notes for strategic transactions, including spectrum-related transactions, which initially increased pro forma leverage to 5.6x at June 30, 2016. The Negative Outlook reflects the company's lack of capacity for incremental debt and limited room for further deterioration of DISH's operating profile. At the time of the review, Fitch expected DISH to have the ability to reduce leverage below 5x over the next 18 - 24 months. However, Fitch communicated that in the event DISH does not focus on debt reduction and refinances upcoming maturities, a downgrade would be warranted. DISH's issuance of $1 billion of convertible notes in March 2017 further pressures its credit profile, resulting in pro forma leverage of 5.8x as of Dec. 31, 2016. Proceeds from the offering are expected to be used for the same strategic initiatives. Although the issuance extends Fitch estimated deleveraging timeframe, Fitch still believes the company has the ability to meaningfully reduce debt with its ample FCF generation. The Negative Outlook incorporates enhanced risk around the lack of a publicly articulated financial policy. Fitch rates DISH and DISH DBS Corp. as follows: DISH Network Corp. -- Long-Term IDR 'BB-'; -- Senior unsecured notes 'BB-/RR4'. DISH DBS Corp. -- Long-Term IDR 'BB-'; -- Convertible notes 'BB-/RR4'. The Rating Outlook is Negative. DOWLING COLLEGE: Sales Procedures for IP Addresses Approved ----------------------------------------------------------- Judge Robert E. Grossman of the U.S. Bankruptcy Court for the Eastern District of New York authorized Dowling College's sales procedures in connection with the sale of Internet protocol numbers ("IP Addresses"). These procedures will govern the sale of the IP Addresses, and, subject to these procedures and except as otherwise provided, the Debtor may consummate the sale of the IP Addresses without further order of the Court: a. Each asset sale may only be completed on 14 days' written notice the Notice Parties. b. The Proposed Sale Notice will include: (i) a description of the IP Addresses to be sold; (ii) the purchase price being paid for such IP Addresses; (iii) the name and address of the purchaser, as well as a statement that the purchaser is not an insider or affiliate of the Debtor; (iv) a copy of the proposed letter of intent, purchase agreement, or other documentation intended to govern the sale; and (v) the identities of any parties holding liens on the IP Addresses. c. If no written objection from a party in interest is received within the 14-day notice period, then the Debtor may immediately consummate the transaction, including making any disclosed payments to Hilco Streambank on account of its compensation. If a written objection to any sale is received by the Debtor within the 14-day notice period then, absent a settlement, Court approval of the sale will be required. d. All purchasers will take the IP Addresses sold by the Debtor "as is, where is," without any representations or warranties from the Debtor as to the quality or fitness of such IP Addresses for their intended or any particular purpose. The sale of the IP Addresses in accordance with these procedures will be free and clear of all liens, claims, interests and encumbrances. e. All sales of IP Addresses will be subject to approval of the transfer of the IP Addresses by ARIN, and if being transferred out of the region, approval of the relevant transferee's RIR. f. The Debtor will keep a detailed accounting of the proceeds of all such dispositions. Upon the consummation of any sale of the IP Addresses, after Hilco Streambank is paid its commission from the sale proceeds of the IP Addresses, the Debtor will pay the remaining net cash proceeds to the administrative agent for its post-petition senior secured lenders ("DIP Agent"), which payment will be applied to the Debtor's Obligations in accordance with the terms of that certain Debtor-in-Possession Multi-Draw Term Loan Promissory Note dated as of Nov. 29, 2016, by and among the Debtor and each lender party thereto and the DIP Agent. About Dowling College Dowling College was founded in 1955 as part of Adelphi College's outreach to Suffolk County, New York. Dowling College became the first four-year, degree-granting liberal arts institution in the county. It purchased the former W.K. Vanderbilt estate in Oakdale in 1962. Dowling College sought Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case No. 16-75545) on Nov. 30, 2016, estimating assets of $100 million to $500 million and debt of less than $100 million. The Debtor is represented by Klestadt Winters Jureller Southard & Stevens, LLP. Ingerman Smith, LLP and Smith & Downey, PA have been tapped as special counsel. Robert Rosenfeld of RSR Consulting, LLC, serves as its chief restructuring officer while Garden City Group, LLC serves as its claims and noticing agent. The Debtor has also hired FPM Group, Ltd., as consultants; Eichen & Dimeglio, PC as accountants; A&G Realty Partners, LLC and Madison Hawk Partners, LLC as real estate advisors; and Hilco Streambank and Douglas Elliman serve as brokers. Judge Robert E. Grossman presides over the Debtor's bankruptcy case. The Office of the U.S. Trustee on Dec. 9, 2016, appointed three creditors of Dowling College to serve on the official committee of unsecured creditors. The Committee named SilvermanAcampora LLP as its counsel. DR. LUIS A VINAS: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Dr. Luis A. Vinas, MD PA. 550 S. Quadrille Avenue, Suite 100 West Palm Beach, FL 33401 Case No.: 17-14765 Business Description: The Company is engaged in the health care business and is 100% owned by Dr. Luis A. Vinas. Dr. Vinas is Board Certified by The American Board of Plastic Surgery. For over two decades, Dr. Vinas has been nationally recognized for his surgical techniques and minimally invasive surgical procedures. Dr. Vinas is a plastic surgeon specializing in cosmetic and reconstructive surgery including facelifts, tummy tucks, breast augmentation, single-stage breast reconstruction, liposuction, body contouring, and anti-aging procedures. Chapter 11 Petition Date: April 17, 2017 Court: United States Bankruptcy Court Southern District of Florida (West Palm Beach) Judge: Hon. Paul G. Hyman, Jr. Debtor's Counsel: Nicholas B. Bangos, Esq. NICHOLAS B. BANGOS, P.A. 100 SE 2nd Street, Suite 3400 Miami, FL 33131 Tel: 305.375.9220 Fax: 305.375.8050 E-mail: nbangos@diazreus.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Luis A Vinas, MD, president and 100% owner. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/flsb17-14765.pdf E.W. SCRIPPS: S&P Assigns 'BB' Rating on New $400MM Unsec. Notes ---------------------------------------------------------------- S&P Global Ratings assigned its 'BB' issue-level rating and '3' recovery rating to The E.W. Scripps Co.'s proposed $400 million senior unsecured notes due 2025. The '3' recovery rating indicates S&P's expectation for a substantial recovery (50%-70%; rounded estimate: 65%) of principal in the event of a payment default. S&P also assigned its 'BBB-' issue-level and '1' recovery ratings to the company's proposed $125 million senior secured revolving credit facility due 2022. The '1' recovery rating indicates S&P's expectation for a very high recovery (90%-100%; rounded estimate: 95%) of principal in the event of a payment default. The proposed credit facility would replace the company's outstanding $100 million revolver due 2018. S&P's 'BB' corporate credit rating and stable rating outlook on the company are not affected by the proposed transaction. This transaction is leverage neutral as the company is using the proceeds to repay its existing first-lien term loan. Pro forma for the transaction, average trailing-eight-quarter leverage will remain in the mid-2x area as of Dec. 31, 2016. RATINGS LIST The E.W. Scripps Co. Senior Unsecured $400 mil. notes due 2025 BB Recovery Rating 3(65%) Senior Secured $125 mil. revolving credit facility due 2022 BBB- Recovery Rating 1(95%) ENERGY FUTURE: Texas Regulators Finalize "No" Vote on Oncor ----------------------------------------------------------- Andrew Scurria, writing for The Wall Street Journal Pro Bankruptcy, reported that NextEra Energy Inc. can't acquire one of the largest U.S. electricity transmission businesses, Texas regulators said, reaffirming a preliminary decision that has roiled debt markets and upset a heavily negotiated bankruptcy deal. According to the report, the Public Utility Commission of Texas, or PUCT, adopted a written order at a public hearing disapproving of the proposed sale of Oncor Electric Delivery Co. as against the public interest. The regulator's decision likely disrupts yet again the debt-restructuring plans of Energy Future Holdings Corp., Oncor's 80% shareholder, which has spent nearly three years under chapter 11 protection, the report related. Energy Future's stake in Oncor, a cash-producing, regulated business, was supposed to be the source of cash to fund a massive bankruptcy-exit package, the report further related. Commissioners had signaled on March 30 that they were unlikely to let the proposed combination go through, the report said. The final order adopted Thursday cements those findings and concludes that the merger would provide few tangible benefits for ratepayers while exposing Oncor to new risks by linking its credit profile with NextEra's, the report added. The PUCT decision marks the second time regulators have nixed a deal to transfer ownership of Oncor during the Energy Future bankruptcy proceeding, the report related. Last year, the PUCT derailed an attempted takeover by Hunt Consolidated Inc., after which Energy Future rewrote its restructuring plan around the NextEra combination, the report further related. Now Energy Future and its creditors may have to scrap that framework, which also underpinned an $800 million settlement between bondholder groups over disputed bond premiums, the report said. The PUCT decision doesn't automatically tank the bondholder settlement, but Energy Future had been counting on proceeds from Oncor to fund the settlement payments, the report added. NextEra had said it wouldn't go through with the Oncor acquisition if regulators insisted on "deal killers," including ringfencing and other restrictions on how the business is run, the report said. The PUCT took NextEra at its word and rejected the deal rather than approving it subject to conditions, the report added. About Energy Future Energy Future Holdings Corp., formerly known as TXU Corp., is a privately held diversified energy holding company with a Portfolio of competitive and regulated energy businesses in Texas. Oncor, an 80 percent-owned entity within the EFH group, is the largest regulated transmission and distribution utility in Texas. The Company delivers electricity to roughly three million delivery points in and around Dallas-Fort Worth. EFH Corp. was created in October 2007 in a $45 billion leverage buyout of Texas power company TXU in a deal led by private-equity companies Kohlberg Kravis Roberts & Co. and TPG Inc. On April 29, 2014, Energy Future Holdings and 70 affiliated companies sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10979) after reaching a deal with some key financial stakeholders to keep its businesses operating while reducing its roughly $40 billion in debt. The Debtors' cases have been assigned to Judge Christopher S. Sontchi (CSS). As of Dec. 31, 2013, EFH Corp. reported assets of $36.4 billion in book value and liabilities of $49.7 billion. The Debtors have $42 billion of funded indebtedness. EFH's legal advisor for the Chapter 11 proceedings is Kirkland & Ellis LLP, its financial advisor is Evercore Partners and its restructuring advisor is Alvarez & Marsal. The TCEH first lien lenders supporting the restructuring agreement are represented by Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor, and Millstein & Co., LLC, as financial advisor. The EFIH unsecured creditors supporting the restructuring Agreement are represented by Akin Gump Strauss Hauer & Feld LLP, as legal advisor, and Centerview Partners, as financial advisor. The EFH equity holders supporting the restructuring agreement are represented by Wachtell, Lipton, Rosen & Katz, as legal advisor, and Blackstone Advisory Partners LP, as financial advisor. Epiq Systems is the claims agent. Wilmington Savings Fund Society, FSB, the successor trustee for The second-lien noteholders owed about $1.6 billion, is represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S. Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq., Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq. An Official Committee of Unsecured Creditors has been appointed in the case. The Committee represents the interests of the unsecured creditors of only Energy Future Competitive Holdings Company LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings Company LLC; and EFH Corporate Services Company, and of no other debtors. The Committee has selected Morrison & Foerster LLP and Polsinelli PC for representation in this high-profile energy restructuring. The lawyers working on the case are James M. Peck, Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at Morrison & Foerster LLP; and Christopher A. Ward, Esq., Justin K. Edelson, Esq., Shanti M. Katona, Esq., and Edward Fox, Esq., at Polsinelli PC. * * * In December 2015, the Bankruptcy Court confirmed the Debtors' reorganization plan, which contemplated a tax-free spin of the company's competitive businesses, including Luminant and TXU Energy, and the $20 billion sale of its holdings in non-debtor electricity transaction unit Oncor Electric Delivery Co. to a consortium of investors. But the Plan became null and void after certain first lien creditors notified the occurrence of a "plan support termination event." The Debtors filed a new plan of reorganization on May 1, 2016, as subsequently amended. The new Chapter 11 plan features alternative options for dealing with the Company's stake in electricity transmission unit Oncor. On Aug. 29, 2016, Judge Sontchi confirmed the Chapter 11 exit plans of two of Energy Future Holdings Corp.'s subsidiaries, power generator Luminant and retail electricity provider TXU Energy Inc. (the "T-Side Debtors"). The Plan became effective on Oct. 3, 2016. On Sept. 21, 2016, the Debtors filed the E-Side Plan and the Disclosure Statement for the Fourth Amended Joint Plan of Reorganization of Energy Future Holdings Corp., et al., Pursuant to Chapter 11 of the Bankruptcy Code as it Applies to the EFH Debtors and EFIH Debtors. ENZYME FORMULATIONS: 100% Recovery for Unsecureds Under Latest Plan ------------------------------------------------------------------- Enzyme Formulations Inc. and Howard F. Loomis, Jr., filed with the U.S. Bankruptcy Court for the Western District of Wisconsin an amended disclosure statement in support of their joint chapter 11 plan of reorganization, dated April 7, 2017, a full-text copy of which is available at: http://bankrupt.com/misc/wiwb3-17-10315-128.pdf The Plan provides payment of all unsecured claims in full, in cash, with the exception of the claims of Jerome M. Fisher against both Debtors, who has agreed to a reduced payment on all of his claims as part of a negotiated settlement. All secured creditors will receive reinstatement of their claims under 11 U.S.C. section 1124. The Plan further provides that all of EFI's current equity holders will retain their interests in EFI's after the Plan is confirmed. The amended plan states that EFI filed four omnibus motions to reject various executory contracts under section 365 of the Bankruptcy Code and requested that the Court establish a Rejections Claims Bar Date for filing Rejection Claims. The right to assert a Claim or bring an objection will be waived unless a creditor complies with the deadlines set by the Bankruptcy Court. The latest plan also asserts that in 1994, EFI borrowed money from creditor Fisher to start EFI’s business. The loan to EFI was made in the form of two notes with an original aggregate principal amount of $419,635.21. Fisher concurrently issued a loan to Loomis in the form of a note with an original principal amount of $208,104.29. Loomis also personally guaranteed EFI's loan. In subsequent years, Fisher extended additional loans to each of EFI and Loomis. The total outstanding principal amount of Fisher's loans to EFI as of the Petition Date was $1,162,138.47. The total outstanding principal amount of Fisher's loans to Loomis as of the Petition Date was $368,318.03. The Debtors are seeking Confirmation of the Plan at a hearing scheduled for May 17, 2017, which will be held before the Honorable Catherine J. Furay, at the U. S. Bankruptcy Court, 120 North Henry Street, Madison, Wisconsin 53703. The Troubled Company Reporter reported on March 21, 2017, that Jerome M. Fisher's Unsecured Claims against Howard F. Loomis, Jr. -- estimated at $3,435,000 -- are impaired by the Plan. On the Effective Date or as soon as reasonably practicable thereafter, except to the extent that Mr. Fisher agrees to less favorable treatment, in full and final satisfaction, settlement, release, and discharge of and in exchange for Mr. Fisher's Unsecured Claims against Mr. Loomis, Mr. Fisher will receive $100,000 in one lump-sum cash payment on account of his Allowed Unsecured Claims against Mr. Loomis; provided, however, that this payment must be made no later than 60 days following the Effective Date. About Enzyme Formulations Enzyme Formulations, Inc., based in Madison, WI, filed a Chapter 11 petition (Bankr. W.D. Wis. Case No. 17-10315) on Feb. 3, 2017. The Hon. Catherine J. Furay presides over the case. Matthew D. Lee, Esq., at Foley & Lardner LLP, as bankruptcy counsel. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Howard F. Loomis, Jr., president. EXCO RESOURCES: Will Sell Texas Oil & Gas Properties for $300-Mil. ------------------------------------------------------------------ EXCO Resources, Inc. entered into a purchase and sale agreement with a subsidiary of Venado Oil and Gas, LLC, an affiliate of KKR, to divest its oil and natural gas properties in South Texas. The purchase price of $300 million is subject to customary closing conditions and adjustments based on an effective date of Jan. 1, 2017. The properties to be divested include the Company's interests in oil and natural gas properties and surface acreage in Zavala, Frio and Dimmit counties in Texas. These properties produced approximately 4,100 BOE per day (~90% oil) during December 2016. The Company expects the transaction to close in June 2017. "EXCO's planned divestiture of the South Texas oil and natural gas properties represents an important step in its portfolio optimization initiative and will improve its financial flexibility. The Company intends to use the proceeds to fund drilling and development of its core Haynesville and Bossier shale assets in North Louisiana and East Texas and for other general corporate purposes," the Company stated in the press release. After the closing of the sale, the borrowing base under the Company's revolving credit agreement will be $100 million. The next borrowing base redetermination under the Credit Agreement is set to occur in November 2017. BMO Capital Markets served as the Company's exclusive financial advisor for the transaction. About EXCO EXCO Resources, Inc. -- http://www.excoresources.com/-- is an oil and natural gas exploration, exploitation, acquisition, development and production company headquartered in Dallas, Texas with principal operations in Texas, Louisiana and Appalachia. Exco Resources reported a net loss of $225.3 million on $271 million of total revenues for the year ended Dec. 31, 2016, compared to a net loss of $1.19 billion on $355.70 million of total revenues for the year ended Dec. 31, 2015. As of Dec. 31, 2016, Exco Resources had $661.41 million in total assets, $1.53 billion in total liabilities and a total shareholders' deficit of $871.90 million. KPMG LLP, in Dallas, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that probable failure to comply with a financial covenant in its credit facility as well as significant liquidity needs, raise substantial doubt about the Company's ability to continue as a going concern. * * * In December 2016 Moody's Investors Service downgraded EXCO Resources' corporate family rating to 'Ca' from 'Caa2'. "EXCO's downgrade reflects its eroded liquidity position which is insufficient to fully fund development expenditures at the level required to stem ongoing production declines," commented Andrew Brooks, Moody's vice president. "Absent an injection of additional liquidity, the source of which is not readily identifiable, EXCO could face going concern risk as it confronts an unsustainable capital structure." In March 2017, S&P Global Ratings raised its corporate credit rating on Dallas-based E&P company EXCO Resources to 'CCC-' from 'SD' (selective default). The rating outlook is negative. EXPERIMENTAL MACHINE: Court Extends Exclusivity to May 17 --------------------------------------------------------- Judge Nancy Alquist extended Experimental Machine, Inc.'s exclusive period to file a plan through May 17, 2017, and its exclusive solicitation period through July 16, 2017. As previously reported by The Troubled Company Reporter, the Debtor said it has not filed its first disclosure statement or plan of reorganization because it is continuing the process of evaluating its options regarding assuming or rejecting its current lease. The Landlord has consented to increasing the timeline to assume or reject leases by 90 days. About Experimental Machine Experimental Machine, Inc., filed a chapter 11 petition (Bankr. D. Md. Case No. 16-25294) on Nov. 18, 2016. The Debtor tapped Michael S. Myers, Esq., at Scarlett, Croll & Myers, P.A., as counsel. Clark Machinery Sales, LLC, serves as sales broker and Bruce Caulk, C.P.A. and his firm Naden/Lean, LLC serves as accountant to the Debtor. FANNIE MAE: Fitch Affirms 'C/RR6' Preferred Stock Rating -------------------------------------------------------- Fitch Ratings has affirmed Fannie Mae's and Freddie Mac's 'AAA' Long-term Issuer Default Ratings (IDRs) and Stable Outlook. These rating actions follow Fitch's affirmation of the United States of America's (U.S.) 'AAA' Long-term Foreign and Local Currency IDRs on April 11, 2017. KEY RATING DRIVERS IDRs, UNSECURED DEBT, SUPPORT RATINGS, SUPPORT RATING FLOORS Fannie Mae's and Freddie Mac's ratings are directly linked to the U.S. sovereign rating, based on Fitch's view of the U.S. government's direct financial support of the two housing government sponsored enterprises (GSEs). The housing GSEs are among the most active issuers in the capital markets, benefiting from meaningful financial support from the U.S. government. A key rating driver and Fitch's rationale for aligning the GSEs' ratings to the U.S. government rating is the U.S. Treasury's Senior Preferred Stock Purchase Agreement (PSPA). Under the PSPA, the U.S. Treasury is required to inject funds into Fannie Mae and Freddie Mac to maintain positive net worth, so that each firm can avoid being considered technically insolvent by their conservator. The remaining funding available to Fannie Mae and Freddie Mac is $117.6 billion and $140.5 billion, respectively. In accordance with the dividend provision of the PSPA and quarterly directives from their conservator, the GSEs are currently obligated to pay the U.S. Treasury the amount if their net worth from the preceding fiscal quarter-end exceeds the applicable capital reserve amount. This capital reserve amount was $1.2 billion for 2016; it decreased to $600 million in 2017 and will decrease to zero in 2018. The GSEs will no longer retain any of their net worth commencing in 2018 and will be unable to build capital, as the entire amount of their net earnings will be remitted to the Treasury at the end of each quarter. Fitch believes the likelihood of additional draws from the U.S. Treasury could increase over time, specifically if the U.S. corporate tax rate is lowered significantly from its present level, causing a write-down of the GSEs' deferred tax assets. Although not expected, draws could also become necessary if economic conditions worsen materially, causing credit performance of the GSEs' loan books to deteriorate, or if interest rates fall rapidly. Nonetheless, additional capital draws from the Treasury would not change Fitch's current view of the ratings in light of the U.S. government's direct financial support assumptions. SUBORDINATED DEBT AND OTHER HYBRID SECURITIES The terms of Fannie Mae and Freddie Mac's subordinated debt require the deferral of interest payments if the firms fail to maintain specified capital levels. However, in a 2008 statement, the Director of FHFA stated that the GSEs would continue to make interest and principal payments on the subordinated debt, even if the minimum capital levels are not maintained. Fitch's 'AA-' ratings on the subordinated debt reflects the conservator's willingness to support these obligations and the current timeliness of interest and principal on these obligations. Fannie Mae's and Freddie Mac's 'C'/'RR6' preferred stock ratings reflect the ongoing deferral of payments and very low prospects for recovery. RATING SENSITIVITIES IDRs, UNSECURED DEBT, SUPPORT RATINGS, SUPPORT RATING FLOORS Fannie Mae's and Freddie Mac's ratings are directly linked to the U.S. sovereign rating and will continue to move in tandem. Although not expected, if at some point, Fitch perceives a reduction in government support, the ratings of the GSEs may be delinked from the sovereign and downgraded. Deterioration in Fannie Mae's or Freddie Mac's available liquidity and/or inability to access capital markets over an extended period may result in negative rating actions, irrespective of the U.S. sovereign rating. SUBORDINATED DEBT AND OTHER HYBRID SECURITIES Should the FHFA change its position regarding the payment of the GSEs' subordinated debt obligations or if there were any deferral of interest or principal payments, Fitch would likely downgrade the ratings on the subordinated debt. Given the ongoing deferral of dividends and low prospects for recovery on Fannie Mae's and Freddie Mac's preferred stock obligations, Fitch does not envision any changes to the 'C'/'RR6' ratings for the foreseeable future. Fitch has affirmed the following ratings: Fannie Mae (Federal National Mortgage Association) -- Long-term IDR at 'AAA'; Outlook Stable; -- Short-term IDR at 'F1+'; -- Support rating at '1'; -- Support floor at 'AAA'; -- Short-term debt at 'F1+'; -- Senior unsecured at 'AAA'; -- Subordinated debt at 'AA-'; -- Preferred stock at 'C'/'RR6'. Freddie Mac (Federal Home Loan Mortgage Corporation) -- Long-term IDR at 'AAA'; Outlook Stable; -- Short-term IDR at 'F1+'; -- Support rating at '1'; -- Support floor at 'AAA'; -- Short-term debt at 'F1+'; -- Senior unsecured at 'AAA'; -- Subordinated debt at 'AA-'; -- Preferred stock at 'C'/'RR6'. FENG LI: Not Entitled to $1.2M Fee He Took for Client in NY Case ---------------------------------------------------------------- Jeannie O'Sullivan, writing for Bankruptcy Law360, reports that a state appeals panel said that ethics authorities already determined disbarred New Jersey attorney Feng Li had not been entitled to the $1.2 million fee he took for his representation in a New York case. According to the report, the decision dealt a blow to Mr. Li, who appealed the $1 million judgment the Superior Court entered against him over a client's lawsuit alleging the fee contravened their retainer agreement. As reported by the Troubled Company Reporter on Feb. 11, 2015, Law360 reported that six former clients of Mr. Li urged the Third Circuit to keep him on the hook for a $938,000 debt in bankruptcy court, arguing his petition for bankruptcy's one goal was to shirk the substantial debt he owed former clients. FIELDPOINT PETROLEUM: Mike Herman Hikes Stake to 6.22% ------------------------------------------------------ In a Schedule 13D filed with the Securities and Exchange Commission, Michael Herman disclosed that as of Jan. 15, 2017, he beneficially owns 663,423 shares of common stock of FieldPoint Petroleum Corporation, representing 6.22% of total shares outstanding. On Oct. 16, 2016, Mr. Herman purchased 442,282 shares of Common Stock of the Company at $0.45 per share. On Jan. 15, 2017, HFT Enterprises, LLC, of which Mr. Herman is a control person, purchased an additional 221,141 shares at $0.45 per share. The funds used for the purchase were Mr. Herman's personal funds and HFT's corporate funds. The securities of the Company were acquired pursuant to the terms of a Stock and Mineral Interest Purchase Agreement dated August 12, 2017, between the Company and HFT. The securities purchased by Mr. Herman and HFT were for investment. Mr. Herman and/or HFT reserve the right to acquire or dispose of additional shares of the Company's common stock, either in open market purchases or in private transactions. HFT Enterprises, LLC, of which Mr. Herman is a control person, entered into a Stock and Mineral Lease Purchase Agreement dated Aug. 12, 2016, with the Issuer whereby the Issuer agreed to sell and issue to HFT a number of newly-issued shares of common stock of the Issuer equal to 19.9% of the total number of issued and outstanding shares of common stock of the Issuer as measured on August 12, 2016, for a price of $0.45 per share. A full-text copy of the Schedule 13D is available for free at: https://is.gd/hCBOlH About Fieldpoint Petroleum FieldPoint Petroleum Corporation acquires, operates and develops oil and gas properties. Its principal properties include Block A-49, Spraberry Trend, Giddings Field, and Serbin Field, Texas; Flying M Field, Sulimar Field, North Bilbrey Field, Lusk Field, and Loving North Morrow Field, New Mexico; Apache Field, Chickasha Field, and West Allen Field, Oklahoma; Longwood Field, Louisiana; and Big Muddy Field, Wyoming. As of Dec. 31, 2015, the Company had varying ownership interests in 472 gross wells (113.26 net). FieldPoint Petroleum Corporation was founded in 1980 and is based in Austin, Texas. Fieldpoint incurred a net loss of $2.47 million for the year ended Dec. 31, 2016, compared to a net loss of $10.98 million for the year ended Dec. 31, 2015. As of Dec. 31, 2016, Fieldpoint had $8.76 million in total assets, $9.82 million in total liabilities and a total stockholders' deficit of $1.05 million. Hein & Associates LLP, in Dallas, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has suffered recurring losses, and has a working capital deficit. This raises substantial doubt about the Company's ability to continue as a going concern. FINJAN HOLDINGS: PTAB Issues Final Decision In Last of Seven IPRs ----------------------------------------------------------------- Finjan Holdings, Inc., announced that on April 11, 2017, the Patent Trial and Appeal Board for the United States Patent & Trademark Office issued a final written decision on instituted Inter Partes Reviews filed by Palo Alto Networks, Inc. (IPR2016-00159) and joined by Blue Coat Systems, LLC, (IPR2016-01174). The consolidated proceedings related to challenges to certain claims of Finjan's U.S. Patent 8,677,494 (the "'494 Patent"). Conclusively identical to its previous final decision on a petition filed by Symantec (IPR2015-01892), also related to the '494 Patent, the PTAB determined that only three method claims (i.e., 1, 2, and 6) were unpatentable while nine system claims (i.e., 3-5, and 10-15) were not unpatentable. Substantively, to date, only 1 independent method claim has been invalidated through the IPR process. This most recent decision is the last of seven instituted IPR proceedings against Finjan's patents. "This final decision by the PTAB represents an important milestone and metric of the durability and value of Finjan's cybersecurity patents," stated Julie Mar-Spinola, CIPO of Finjan Holdings, Inc. "Finjan's patents have overcome 46 original IPR petitions, totaling more than 70 administrative challenges. Of the seven instituted IPR proceedings and more than a dozen ex parte proceedings the portfolio remains remarkably unchanged. We believe this is a direct testament to the quality of Finjan's patented inventions and the focus on the merits that we maintain in vigorously defending these patents today." Summary of IPRs Instituted: Patent and Case Number Petitioner Decision ---------------------- ---------- -------- U.S. Patent No. 8,141,154 PANW joined by Not unpatentable IPR-2015-01979 Symantec (no changes) U.S. Patent No. 8,141,154 PANW joined by Not unpatentable IPR2016-00151 Symantec (no changes) U.S. Patent No. 8,677,494 Symantec joined Mixed (3 method IPR2015-01892 by Blue Coat claims unpatentable, 1 independent claim) US Patent No. 7,647,633 PANW joined by Not unpatentable IPR2015-01974 Blue Coat (no changes) US Patent No. 8,225,408 PANW joined by Not unpatentable IPR2015-02001 Blue Coat (no changes) US Patent No. 8,225,408 Consolidated Not unpatentable IPR2016-00157 with (no changes) IPR2015-02001 US Patent No. 8,677,494 PANW joined by Identical outcome IPR2016-00159 Blue Coat to IPR2015-01892 Finjan has pending district court actions or appeals against Palo Alto Networks, Inc., Symantec Corporation, Blue Coat Systems, LLC., FireEye, Inc., ESET and its affiliates, and Cisco Systems, Inc., relating to, collectively, more than 20 patents in the Finjan portfolio. The court dockets for the foregoing cases are publicly available on the Public Access to Court Electronic Records (PACER) website, www.pacer.gov, which is operated by the Administrative Office of the U.S. Courts. About Finjan Finjan Holdings, Inc., formerly known as Converted Organics -- http://www.finjan.com/-- 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. For the year ended Dec. 31, 2016, Finjan reported net income of $350,000 compared to a net loss of $12.60 million for the year ended Dec. 31, 2015. As of Dec. 31, 2016, Finjan had $18.30 million in total assets, $3.93 million in total liabilities, $13.48 million in redeemable preferred stock and $886,000 in total stockholders' equity. FOREVERGREEN WORLDWIDE: Will Need to Meet 'High' Quality Standard ----------------------------------------------------------------- Forevergreen Worldwide Corporation, a company specializing in the development, manufacturing and marketing of a comprehensive line of meal replacements shakes, nutritional beverages, and marine phytoplankton products, said in a regulatory filing with the Securities and Exchange Commission that its major challenges for the next 12 months will be to respond to current economic conditions and to properly manage its systems and logistics centers around the world to support the demand for its products and business opportunity. Included in this challenge is the need to continue to meet a high standard of quality and customer service and maintain the highest levels of Member satisfaction. For the year ended Dec. 31, 2016, Forevergreen reported a net loss of $5.90 million on $40.27 million of net total revenues for theyear ended Dec. 31, 2016, compared to a net loss of $2.62 million on $67.12 million of net total revenues for the year ended Dec. 31, 2015. As of Dec. 31, 2016, Forevergreen had $5.72 million in total assets, $13.37 million in total liabilities and a $7.64 million total stockholders' deficit. At Dec. 31, 2016, the Company had cash and cash equivalents of $187,136, a working capital deficit of $6,044,695 and accumulated deficit of $42,746,469, negative cash flows from operations, and has experienced cash flow difficulties. This decrease from the 2015 working capital deficit of $3,692,776 was due to the reductions of cash, accounts receivable, member advances, prepaid expenses and inventory defined earlier. During 2016 the Company financed its operations with net cash flows from operations, the issuance of promissory notes, and the sale of common stock. The Company said it continues to monitor its cost structure and implements cost saving measures deemed to be effective. The Company has initiated some new marketing initiatives to stimulate growth in its monthly revenues, which combined with some new equity financing is allowing the Company to continue to invest in its expansion plan. This plan has involved hosting a number of industry leaders who are performing their due diligence on the Company. Additionally, the Company expects it will take advantage of some international expansion opportunities. These expansion opportunities will continue to be evaluated and those which provide the best opportunity for success will be pursued on a priority basis. New products have been and will continue to be introduced to bolster Member recruiting and sales. Management will make improvements to the marketing plan to enhance the success that is developed. The Company intends to seek debt and equity financing as necessary. Management anticipates that future additional capital needed for cash shortfalls will be provided by either debt or equity financing. "We may pay these loans with cash, if available, or convert these loans into common stock. Any private placement likely will rely upon exemptions from registration provided by federal and state securities laws. The purchasers and manner of issuance will be determined according to our financial needs and the available exemptions. We also note that if we issue more shares of our common stock our shareholders may experience dilution in the value per share of their common stock," the Company said. Sadler, Gibb & Associates, LLC, in Salt Lake City, UT, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has suffered net losses since inception and has accumulated a significant deficit. These factors 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/0auHQ8 About ForeverGreen Worldwide Orem, Utah-based ForeverGreen Worldwide Corporation is a holding company that operates through its wholly owned subsidiary, ForeverGreen International, LLC. The Company's product philosophy is to develop, manufacture and market the best of science and nature through innovative formulations as it produces and manufactures a wide array of whole foods, nutritional supplements, personal care products and essential oils. FOUR CORNERS: Hires Goar Endriss & Walker as Accountant ------------------------------------------------------- Four Corners Direct, Inc. seeks approval from the US Bankruptcy Court for the Middle District of Florida, Tampa Division, to employ James Goar, CPA of Goar, Endriss & Walker, P.A. to provide accounting services. Mr. Goar has agreed to prepare the Debtor's tax returns for $264 per hour, which is his standard billing rate for such services. Mr. Goar attests that no one in his office currently represents a creditor, manager, member, insider, lessor, lessee, party to an executory contract of the Debtor, or person otherwise adverse or potentially adverse to the Debtor or his Estate, on any matter, whether such representation is related or unrelated to the Debtor or his estate. The Accountant can be reached through: James Goar, CPA GOAR, ENDRISS & WALKER, P.A. 1590 1st St Sarasota, FL 34236 Tel: (941) 366-6380 Fax: (941) 954-5900 Email: jgoar@gewcpa.com Four Corners Direct, Inc., based in Sarasota, Florida, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 16-09620) on November 8, 2016. Suzy Tate, Esq. serves as bankruptcy counsel. In its petition, the Debtor indicated $0 in total assets and $10 million in total liabilities. The petition was Martin Lothman, president. A list of the Debtor's 12 unsecured creditors is available for free at http://bankrupt.com/misc/flmb16-09620.pdf FREESEAS INC: KCG Americas Holds 1.80% Stake as of March 31 ----------------------------------------------------------- In an amended Schedule 13G filed with the Securities and Exchange Commission, KCG Americas LLC discloses that as of March 31, 2017, it beneficially owns 74,764 shares of common stock of Freeseas, Inc, representing 1.80% of total shares outstanding as reported on the OTCMarkets.com website as of March 28, 2017. A full-text-copy of Schedule 13G/A is available for free at: https://is.gd/1u5u5N About FreeSeas Inc. Headquartered in Athens, Greece, FreeSeas Inc., formerly known as Adventure Holdings S.A., was incorporated in the Marshall Islands on April 23, 2004, for the purpose of being the ultimate holding company of ship-owning companies. The management of FreeSeas' vessels is performed by Free Bulkers S.A., a Marshall Islands company that is controlled by Ion G. Varouxakis, the Company's Chairman, President and CEO, and one of the Company's principal shareholders. The Company's fleet consists of six Handysize vessels and one Handymax vessel that carry a variety of drybulk commodities, including iron ore, grain and coal, which are referred to as "major bulks," as well as bauxite, phosphate, fertilizers, steel products, cement, sugar and rice, or "minor bulks." As of Oct. 12, 2012, the aggregate dwt of the Company's operational fleet is approximately 197,200 dwt and the average age of its fleet is 15 years. Freeseas reported a net loss of US$52.94 million on US$2.30 million of operating revenues for the year ended Dec. 31, 2015, compared to a net loss of US$12.68 million on US$3.77 million of operating revenues for the year ended Dec. 31, 2014. As of Dec. 31, 2015, FreeSeas had US$18.71 million in total assets, US$35.47 million in total liabilities and a total shareholders' deficit of US$16.76 million. RBSM LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has incurred recurring operating losses and has a working capital deficiency. In addition, the Company has failed to meet scheduled payment obligations under its loan facilities and has not complied with certain covenants included in its loan agreements and is in default in other agreements with various counter parties. Furthermore, the vast majority of the Company's assets are considered to be highly illiquid and if the Company were forced to liquidate, the amount realized by the Company could be substantially lower that the carrying value of these assets. These conditions, among others, raise substantial doubt about the Company's ability to continue as a going concern. FRESH MARKET: Moody's Lowers CFR to B3 on High Leverage ------------------------------------------------------- Moody's Investors Service downgraded the Corporate Family Rating and Probability of Default rating of The Fresh Market, Inc. to B3 from B2 and B3-PD from B2-PD respectively. Moody's also downgraded the rating to the company's $100 million revolving credit facility to Ba3 from Ba2 and downgraded the rating of its $800 million senior secured notes to B3 from B2. The rating outlook is stable. "Fresh Market's operating performance for the last 12 months has been far below Moody's expectations and Moody's do not expects credit metrics to improve to levels consistent with the current rating in the next 12 months," Moody's Vice President Mickey Chadha stated. "Increasing pricing pressure from larger and better performing competitors coupled with new competitive openings in the company's geographic footprint will make it very challenging to meaningfully improve profitability in the next 12 months'" Chadha further stated. Downgrades: Issuer: Fresh Market, Inc. (The) -- Probability of Default Rating, Downgraded to B3-PD from B2-PD -- Corporate Family Rating, Downgraded to B3 from B2 -- Senior Secured Bank Credit Facility, Downgraded to Ba3 from Ba2 (LGD1) -- Senior Secured Regular Bond/Debenture, Downgraded to B3 from B2 (LGD4) Outlook Actions: Issuer: Fresh Market, Inc. (The) -- Outlook, Remains Stable RATINGS RATIONALE The Fresh Market Inc.'s B3 Corporate Family Rating reflects the company's high leverage, relatively small scale, increasing competition and geographic concentration in the Southeast. Moody's estimates debt/EBITDA and EBIT/interest for the fiscal year ending January 31, 2017 will be about 6.5 times and about 1.0 time and leverage is expected to remain above 6.0 times for the current fiscal year. Management has undertaken a number of strategic initiatives to improve operating performance including price investments which have resulted in lower operating and EBITDA margins. However, lower prices have not resulted in improved traffic and Moody's expects same store sales to continue to decline for the majority of the current fiscal year. The company has slowed its store re-launches under its new and improved format as it plans to first assess the impact of these stores and evaluate customer reciprocity to enhanced service levels in these stores and their improved inventory selections. There have been 16 re-launches to date and Moody's expects these re-launches to continue through 2018. In addition to the volatility in financial policies inherent with ownership by a financial sponsor, Moody's ratings also reflect the execution risks associated with management's turnaround plan which continues to be challenging to implement in an increasingly competitive pricing and business environment which includes market leaders like Whole Foods, Trader Joe's, Sprouts Farmers Market, Publix and Harris Teeter. The proliferation of organic and natural foods across the conventional and alternative food retail space is expected to continue. This increased competitive environment will pressure The Fresh Market's top line growth and margins as consumers have a wider array of choices at potentially lower price points. Ratings also reflect The Fresh Market's attractive market niche and its above average income demographic which is more resilient to economic slowdowns and is less price sensitive. The company's good free cash flow generation and good liquidity are also positive rating factors. The company's non-unionized labor force is also a distinct advantage over its unionized peers. The ratings outlook is stable and reflects Moody's expectation that financial policies will remain balanced and credit metrics and operating performance will not deteriorate from current levels. Ratings could be upgraded if operating performance improves such that same store sales growth becomes consistently positive accompanied with margin stability. In addition, an upgrade would require maintaining adequate liquidity. Quantitatively, an upgrade would require debt/EBITDA and EBIT/interest to be sustained below 5.75 times and above 1.25 times, respectively. Ratings could be downgraded if operating performance does not improve and negative trends in same store sales and operating margins continue such that debt/EBITDA is sustained above 6.75 times or EBIT/interest does not demonstrate sequential improvement from current levels such that it exceeds 1.0x. Ratings may also be downgraded if liquidity erodes and financial policies, including debt-financed share repurchases and acquisitions, become aggressive. The Fresh Market, Inc. headquartered in Greensboro, North Carolina operates 177 grocery stores in 24 states with two thirds of its stores in the Southeast. The company is owned by Apollo Global Management, LLC. Revenues for the LTM period ending October 30, 2016 totaled $1.8 billion. The principal methodology used in these ratings was Retail Industry published in October 2015. GASTAR EXPLORATION: Announces Monthly Dividend on Preferred Stock ----------------------------------------------------------------- On April 10, 2017, Gastar Exploration Inc. announced it has declared a monthly cash dividend on its 8.625% Series A Preferred Stock and its 10.75% Series B Preferred Stock for April 2017. The dividend on the Series A Preferred Stock is payable on May 1, 2017 to holders of record at the close of business on April 20, 2017. The April 2017 dividend payment will be an annualized 8.625% per share, which is equivalent to $0.1796875 per share, based on the $25.00 per share liquidation preference of the Series A Preferred Stock. The Series A Preferred Stock is currently listed on the NYSE MKT and trades under the ticker symbol "GST.PRA." The dividend on the Series B Preferred Stock is payable on May 1, 2017 to holders of record at the close of business on April 20, 2017. The April 2017 dividend payment will be an annualized 10.75% per share, which is equivalent to $0.2239584 per share, based on the $25.00 per share liquidation preference of the Series B Preferred Stock. The Series B Preferred Stock is currently listed on the NYSE MKT and trades under the ticker symbol "GST.PRB." A full-text copy of Form 8-K is available for free at https://is.gd/BBvDWK About Gastar Exploration Houston, Texas-based Gastar Exploration Inc. -- http://www.gastar.com/-- is an independent energy company engaged in the exploration, development and production of oil, condensate, natural gas and natural gas liquids in the United States. Gastar's principal business activities include the identification, acquisition, and subsequent exploration and development of oil and natural gas properties with an emphasis on unconventional reserves, such as shale resource plays. Gastar reported a net loss attributable to common stockholders of $103.53 million on $58.25 million of total revenues for the year ended Dec. 31, 2016, compared to a net loss attributable to common stockholders of $473.98 million on $107.29 million of total revenues for the year ended Dec. 31, 2015. The Company's balance sheet as of Dec. 31, 2016, showed $300.20 million in total assets, $440.63 million in total liabilities and a total stockholders' deficit of $140.43 million. * * * As reported by the TCR on March 15, 2016, Standard & Poor's Ratings Services lowered its corporate credit rating on Gastar Exploration to 'CCC-' from 'CCC+'. The downgrade follows Gastar's announcement that it had just $29 million of cash on hand and a fully drawn revolver. The company's borrowing base current stands at $180 million, but will be reduced to $100 million at the earlier of the close of the Appalachian asset sale or April 10, 2016. Proceeds from the Appalachian asset sale are expected to be $80 million. In June 2016, Moody's Investors Service downgraded the Corporate Family Rating of Gastar to 'Caa3' from 'Caa1'. The rating outlook was changed to 'negative' from 'stable'. The downgrade of Gastar's CFR to Caa3 reflects the company's weakened liquidity and reduced size following the sale of its Appalachian assets in April 2016. GENERAL EXCAVATION: CCG Prohibits Use of Cash Collateral -------------------------------------------------------- Commercial Credit Group, Inc., asks the U.S. Bankruptcy Court for the Northern District of Alabama to prohibit General Excavation Services, LLC's use of cash collateral. CCG is a Delaware corporation with its principal place of business located in Charlotte, North Carolina. On Nov. 9, 2016, the Debtor executed in favor of CCG a Negotiable Promissory Note and Security Agreement with monthly payment requirements. The Note is in monetary default. CCG has a valid perfected first priority security interest in a 2014 Caterpillar Model D5K2LGPC8, Serial Number CAT0D5K2TKYY01142 and a 2014 Caterpillar Model 336EL, Serial Number CAT0336ELFJH01159 ("First Priority Collateral"). CCG further perfected its security interest in the Collateral through (i) the filing of UCC-1 Financing Statements with the Secretary of State for the State of Alabama. Pursuant to Section 363(c)(2) of the Bankruptcy Code, the Debtor is prohibited from using cash collateral unless: (i) each entity that has an interest in such cash collateral consents; or (ii) the Court, after notice and a hearing, authorizes the Debtor's use of cash collateral. CCG has not consented to the Debtor's use of cash collateral. The Debtor has not requested nor received permission to use CCG's cash collateral in violation of the Bankruptcy Code. No budget for operating the Debtor's business has been provided. CCG asks the Court to enter an Order (i) prohibiting the Debtor's use of cash collateral to the extent necessary to adequately protect CCG's interest in the cash collateral; (ii) providing CCG replacement liens and monthly status of cash collateral use and generation; and (ii) granting to CCG such further or additional relief as the Court deems proper. A copy of the Note attached to the Motion is available for free at: http://bankrupt.com/misc/alnb17-01508_20_Cash_General_Excavation.pdf Counsel for CCG: Jesse S. Vogtle, Jr., Esq. BALCH & BINGHAM LLP P.O. Box 306 Birmingham, AL 35201 Telephone: (205) 251-8100 Facsimile: (205) 226-8799 About General Excavation Services General Excavation Services, LLC, is a engaged in excavation contracting. General Excavation Services sought Chapter 11 protection (Bankr. D. Ala. Case No. 17-01508) on April 7, 2017. The petition was signed by James Isbell, managing member. Judge Sims D. Crawford is assigned to the case. The Debtor estimated assets in the range of $0 to $50,000 and $1 million to $10 million in debt. The Debtor taped C Taylor Crockett, Esq., at C. Taylor Crockett, P.C., as counsel. GETCHELL AGENCY: Hires Perkins Olson as Special Counsel ------------------------------------------------------- The Getchell Agency seeks approval from the US Bankruptcy Court for the District of Maine to employ Richard P. Olson, Esq. of Perkins Olson, P.A. as special counsel for the Debtor to assist the Debtor with matters related to the Debtor's pending disputes with respect to certain claims asserted against the Debtor by the State of Maine, Department of Health and Human Services; and Peter Hyatt, in a proceeding pending before the Maine Human Rights Commission. In addition, the Debtor may request authority for Special Counsel to assist with or serve as disbursement agent for the post-petition Plan disbursement responsibilities that Molleur Law Office had previously agreed to undertake under the pending Plan, but the Debtor has not yet determined whether that request will be made. The Debtor is also requesting that the scope of Special Counsel's employment be approved to include those services, to the extent it is later determined they are desirable after disclosure or other processes in the context of the pending Chapter 11 plan, final report and decree or other appropriate proceedings. The Special Counsel's currently hourly rates for attorneys range from $200 to $300, with paralegal rates ranging from $75-$125. These attorney and paralegal rates may increase from time to time in the ordinary course of Special Counsel's business. It is anticipated that the firm's Richard P. Olson, whose current rate is $300 per hour, will provide most of the services in this case, although junior attorneys will be used as needed and when appropriate to save costs. Richard P. Olson, Esq. attests that the firm is disinterested and has no interest adverse to the Debtor or its estate or its creditors. The Firm can be reached through: Richard P. Olson, Esq. Perkins Olson, P.A 715 High Street Lincolnville, ME 04894 Phone: 207-871-7159 Fax: (207)871-0521 About The Getchell Agency Headquartered in Bangor, Maine, The Getchell Agency, aka Getchell Agency Inc, aka The Getchell Agency Inc, aka Getchell Agency filed for Chapter 1 bankruptcy protection (Bankr. D. Maine Case No. 16-10172) on March 25, 2016, estimating its assets at up to $50,000 and its liabilities at between $1 million and $10 million. The petition was signed by Rena J. Getchell, president. GLOBAL BOATWORKS: Salberg & Company Raises Going Concern Doubt -------------------------------------------------------------- Global Boatworks Holdings, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K, disclosing a net loss of $1.28 million on $37,072 of revenues for the year ended December 31, 2016, compared to a net loss of $316,558 on $31,714 of revenues for the year ended December 31, 2015. Salberg & Company, P.A., expressed "substantial doubt" about the Company's ability to continue as a going concern, citing that the Company had a net loss of $1,281,483 and net cash used in operations of $579,668 for the year ended December 31, 2016. The Company has an accumulated deficit and stockholders' deficit of $1,604,911 and $515,517, respectively at December 31, 2016. The Company's balance sheet at December 31, 2016, showed total assets of $1.03 million, total liabilities of $1.55 million, and a stockholders' deficit of $515,517. A full-text copy of the Company's Form 10-K is available at: https://is.gd/ESyJDn Global Boatworks Holdings, Inc., commercializes upscale stationary vessels built on a barge bottom. The Company own two (2) vessels, the Miss Leah which operates as a short-term rental in Boston Harbor, Massachusetts and Luxuria I. The Company was incorporated in the state of Florida on May 11, 2015. GOD'S UNIVERSAL: Approval of Disclosure Statement Denied -------------------------------------------------------- Judge Wendelin I. Lipp of the U.S. Bankruptcy Court for the District of Maryland issued an order denying approval of the disclosure statement filed by God's Universal Kingdom Christian Church, Inc. on Jan. 3, 2017. The Court directed the Debtor to file an amended disclosure statement on or before May 3, 2017. The Troubled Company Reporter previously reported that the plan proposes to pay creditors from the profits generated from the sale of the real estate and building owned by the church. Under the plan, unsecured creditors will receive payments for their allowed claims within 30 days after the closing of the sale, according to the disclosure statement filed on Jan. 3 with the U.S. Bankruptcy Court in Maryland. A copy of the disclosure statement is available for free at: https://is.gd/y88EjY About God's Universal Kingdom God's Universal Kingdom sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 16-21952) on Sept. 6, 2016. The petition was signed by Jennifer Robinson, treasurer. The case is assigned to Judge Wendelin I. Lipp. Michael G. Wolff, Esq., at Goren, Wolff & Orenstein, LLC, serves as the Debtor's bankruptcy counsel. At the time of the filing, the Debtor disclosed $2.66 million in assets and $924,570 in liabilities. GOING VENTURES: Has Final Approval to Use Cash Collateral --------------------------------------------------------- Judge Laurel M. Isicoff of the U.S. Bankruptcy Court for the Southern District of Florida authorized Going Ventures, LLC, doing business as Going Aire, LLC, to use cash collateral on a final basis. A continued hearing was held on April 5, 2017, at 2:30 p.m. The Court expressly finds that the alleged liens of the Alleged Lenders, as same are defined in the Motion, are adequately protected in connection with the relief granted. This is based, without limitation, on the considerable interest rates charged, which appear to be usurious, which would render those obligations unenforceable, and therefore not entitled to adequate protection. The finding on the issue is only interim. Subject to the provisions of the Order, the Debtor is authorized to use cash collateral to pay normal and ordinary expenses, subject to the budget. Any deviations of more than 10% from the budget will require further Order of the Court. Notwithstanding the terms above, the Debtor will not need a further Court order to pay United States Trustee Fees even if the amount exceeds the amount set forth in the budget and there will be a carve out for payment of United States Trustee Fees in the event that the Debtor does not have sufficient funds to pay the fees. The budget reflects gross profit in the amount of $126,283 and $119,751 in total expense for the period Jan. 1, 2017 through March 7, 2017. The relief provided, including the Debtor' use of the cash collateral, will be nunc pro tunc to March 7, 2017, and will be in effect through the entry of a further Order of the Court. A copy of the Budget attached to the Motion is available for free at: http://bankrupt.com/misc/flsb17-12747-6.pdf 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. GREAT BASIN: Enters Exchange Agreements With Investors ------------------------------------------------------ On April 7, 2017, Great Basin Scientific, Inc., entered into exchange agreements, each by and between the Company and a holder of senior secured convertible notes, dated July 1, 2016, and/or Series F Convertible Preferred Stock, $0.001 par value, and/or warrants to purchase, in the aggregate, approximately 2.4 million shares of common stock, par value $0.0001 per share, of the Company pursuant to which the Company agreed to a three-stage restructuring of the Existing Notes, Existing Preferred Stock and Existing Warrants. Stage 1 – Cash Release; Mandatory Note and Preferred Conversions; Series B Exchange Release of $800,000. Each holder of the Existing Notes, to the extent such Existing Note had outstanding restricted principal, such Noteholder removed all restrictions on the Company's use of its pro rata amount of $800,000 of such restricted cash, which $800,000 is now available to be used by the Company to continue to fund its ongoing operations. Stage 2 – Qualified Financing Exchange. If prior to May 15, 2017, the Company obtains unrestricted access to at least $6 million in additional cash, the remaining Existing Notes, Existing Preferred Stock and Existing Warrants will be exchanged into 2017 Series A-1A Senior Secured Convertible Notes and 2017 Series A-1B Senior Secured Convertible Notes: * The Series A-1A Notes shall have an aggregate principal amount equal to the aggregate stated value of the Existing Preferred Stock remains outstanding as of such date. * The Series A-1B Notes shall have an aggregate principal amount equal to the portion of the Existing Notes that remains outstanding as of such date. * Existing Warrants will be extinguished without the payment of any consideration by the Company. Stage 3 - Adjustment Exchange. On Jan. 2, 2018, solely if the Qualified Financing Exchange has occurred and the aggregate amount outstanding under the applicable Investor's Series A-1 Notes exceeds the aggregate amounts outstanding under the Investor's Series B Notes, the Company will exchange such portion of each such Investor's Series A-1 Notes with an aggregate principal amount equal to the Series A-2 Amount into Series A-2 Notes in an aggregate principal amount equal to the Series A-2 Amount. On April 7, 2017, the Company filed an amendment to the Company's Seventh Amended and Restated Certificate of Incorporation, as amended, to effect a 1-for-2,000 reverse stock split of the Company's issued and outstanding Common Stock as of 12:01 a.m. Eastern Time on April 10, 2017. Pursuant to the Amendment, as of the Effective Time, every 2,000 shares of the issued and outstanding Common Stock were converted into one share of Common Stock, without any change in the par value per share. The Reverse Stock Split was approved by the Company’s stockholders at its special meeting of stockholders held on March 9, 2017. No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares because they hold a number of pre-reverse stock split shares of the Company's common stock not evenly divisible by two thousand (2,000), will have the number of post-reverse split shares of the Common Stock to which they are entitled rounded up to the next whole number of shares of Common Stock. No stockholders will receive cash in lieu of fractional shares. The Reverse Stock Split will not change the authorized number of shares of Common Stock or preferred stock of the Company. Pursuant to the terms of the Company's Series E Convertible Preferred Stock, the Series F Convertible Preferred Stock and the Company's senior secured convertible notes, the conversion price at which Series E Preferred Shares, the Series F Preferred Shares and Convertible Notes may be converted into shares of Common Stock will be proportionately adjusted to reflect the Reverse Stock Split. In addition, pursuant to their terms, a proportionate adjustment will be made to the per share exercise price and number of shares issuable under of all of the Company's outstanding stock options and warrants to purchase shares of Common Stock, and the number of shares reserved for issuance pursuant to the Company's equity compensation plans will be reduced proportionately. The Common Stock began trading on a Reverse Stock Split-adjusted basis on the OTCQB at the opening of quotation on April 10, 2017. In connection with the Reverse Stock Split, the Common Stock also commenced quotation under a new CUSIP number, 39013L 882, at such time. A full-text copy of the Form 8-K is available for free at https://is.gd/molWqr About Great Basin Great Basin Scientific Inc. is a molecular diagnostic testing company focused on the development and commercialization of its patented, molecular diagnostic platform designed to test for infectious disease, especially hospital-acquired infections. The Company believes that small to medium sized hospital laboratories, those under 400 beds, are in need of simpler and more affordable molecular diagnostic testing methods. The Company markets a system that combines both affordability and ease-of-use, when compared to other commercially available molecular testing methods, which the Company believes will accelerate the adoption of molecular testing in small to medium sized hospitals. The Company's system includes an analyzer, which it provides for its customers' use without charge in the United States, and a diagnostic cartridge, which the Company sells to its customers. Great Basin Scientific reported a net loss of $89.14 million on $3.04 million of revenues for the year ended Dec. 31, 2016, compared to a net loss of $57.89 million on $2.14 million of revenues for the year ended Dec. 31, 2015. The Company's independent accountants BDO USA, LLP, in Salt Lake City, Utah, have expressed "substantial doubt" about the Company's ability to continue as a going concern noting that the Company has incurred substantial losses from operations, has negative operating cash flows and has a net capital deficiency. As of Dec. 31, 2016, Great Basin had $73.39 million in total assets, $129.38 million in total liabilities and a total stockholders' deficit of $55.98 million. GULFMARK OFFSHORE: Moody's Affirms Ca Corporate Family Rating ------------------------------------------------------------- Moody's Investors Service appended a limited default (LD) designation to GulfMark Offshore Inc.'s Probability of Default Rating (PDR), changing the PDR to Ca-PD/LD. This action marks the expiration of the grace period following GulfMark's non-payment of interest on its 6.375% senior notes due in 2022. Concurrently, Moody's affirmed GulfMark's Ca Corporate Family Rating (CFR), Ca-PD PDR and the C rating on senior unsecured notes. The Speculative Grade Liquidity (SGL) Rating was affirmed at SGL-4 and the rating outlook remains negative. Affirmations: Issuer: GulfMark Offshore Inc. -- Probability of Default Rating, Affirmed at Ca-PD/LD (/LD appended) -- Corporate Family Rating, Affirmed Ca -- Senior Unsecured Notes due 2022, Affirmed C (LGD5) -- Speculative Grade Liquidity (SGL) Rating, Affirmed SGL-4 Outlook Actions: Issuer: GulfMark Offshore Inc. -- Outlook, Negative RATINGS RATIONALE On March 15, 2017, GulfMark elected not to pay the $13.7 million interest payment due on the company's 6.375% senior notes due 2022, commencing a 30-day grace period. On April 14, 2017, GulfMark announced that the company had entered into a Forbearance Agreement with bondholders holding more than 50% of the principal amount of the notes. Moody's considers GulfMark's non-payment of interest on the senior notes within the contractual grace period as a default. Moody's appended the Ca-PD PDR with a "/LD" designation indicating limited default. The "/LD" designation will be removed once the non-payment of interest issue is resolved. Although the company entered into a forbearance agreement with the noteholders, Moody's deems this event an avoidance of default. GulfMark's Ca CFR reflects the company's extremely tight liquidity situation, high likelihood of default and Moody's view on the potential overall recovery. The senior notes C rating reflects Moody's view of potential recovery on the notes. If the company files for bankruptcy protection or performs an out of court restructuring, the PDR will be downgraded to D-PD. A ratings upgrade is unlikely unless the debt is reduced significantly to result in an improved capital structure with adequate liquidity. The principal methodology used in these ratings was Global Oilfield Services Industry Rating Methodology published in December 2014. GulfMark Offshore, Inc., owns and operates a fleet of marine offshore support vessels (OSVs), which provide support and transportation services for the offshore oil and gas industry. The company's vessels are used to transport drilling materials, supplies, and personnel to offshore facilities, and to move drilling structures. GYMBOREE CORP: Said to Prepare for Bankruptcy as Payment Looms -------------------------------------------------------------- Lauren Coleman-Lochner and Jodi Xu Klein, writing for Bloomberg News, reported that Gymboree Corp., the struggling children's clothing retailer, is preparing to file for bankruptcy as it faces a June 1, 2017 interest payment on its debt, according to people with knowledge of the matter. The Bain Capital-controlled company is seeking to reorganize its debt load and may transfer control to its lenders, including Searchlight Capital, Brigade Capital Management and Oppenheimer Holdings, the report said, citing the people, who asked not to be identified because the process isn't public. According to the report, Gymboree, laboring under more than $1 billion in debt from its Bain buyout in 2010, warned in March that it's running short on cash and may not survive if it can't persuade creditors to refinance its debt. The June 1 interest payment applies to its 9.125 percent notes that are due 2018, the report related. The retailer, which operates about 1,300 stores, hasn’t posted an annual profit since 2011, with losses totaling more than $800 million, the report said. Gymboree hired Rothschild & Co. to advise it on a potential restructuring this year, the report added, citing the people with knowledge of the matter. Gymboree has a $761 million term loan due in February 2018, the report noted. The loan is trading at about 44 cents on the dollar, compared with 80 cents in late September, the report said. In 2016, the company agreed to sell its play-center business to a Singapore-based investment group for $127.5 million, the report added. That narrowed Gymboree's focus to apparel, the report further related. About The Gymboree Corporation San Francisco-based The Gymboree Corporation's specialty retail brands offer unique, high-quality products delivered with personalized customer service. As of Oct. 29, 2016, the Company operated a total of 1,300 retail stores: 591 Gymboree stores (541 in the United States, 49 in Canada and 1 in Puerto Rico), 174 Gymboree Outlet stores (173 in the United States and 1 in Puerto Rico), 150 Janie and Jack shops (149 in the United States and 1 in Puerto Rico), and 385 Crazy 8 stores in the United States. The Company also operates online stores at http://www.gymboree.com/, http://www.janieandjack.com/and http://www.crazy8.com/ The Company was taken private by Bain Capital in 2010 in a deal valued at about $1.8 billion. For the 26 weeks ended Jan. 28, 2017, Gymboree reported a net loss of $335.82 million on $636.66 million of total net sales compared to net income of $39.11 million on $676.92 million of total net sales for the 26 weeks ended Jan. 30, 2016. As of Jan. 28, 2017, Gymboree had $755.49 million in total assets, $1.36 billion in total liabilities and a total deficit of $609.14 million. As of Jan. 28, 2017, the Company had $1.0 billion aggregate principal amount of indebtedness that will mature over the next 12 to 22 months, approximately $871.9 million of which is due within 12 months from March 14, 2017. * * * In January 2017, S&P Global Ratings lowered its corporate credit rating on The Gymboree Corp. to 'CC' from 'CCC+'. The outlook is negative. "The downgrade reflects significant near-term refinancing requirements, limited liquidity, and continuing weak operating performance. We expect further profitability erosion in the upcoming quarters and we believe the company could announce a distressed debt restructuring transaction over the next two quarters," said credit analyst Samantha Stone. As reported by the TCR on Nov. 7, 2016, Moody's Investors Service downgraded The Gymboree Corporation's Corporate Family Rating to Caa3 from Caa1 and Probability of Default Rating to Caa3-PD from Caa1-PD. The downgrade of the Corporate Family Rating to Caa3 reflects Gymboree's weak operating performance and deteriorating liquidity. Net sales and EBITDA fell 4% and 49%, respectively, in the quarter ended July 30, 2016 due to weak customer traffic and margin pressure from inventory clearance activity. HALT MEDICAL: Acessa Buying All Assets for $150K ------------------------------------------------ Halt Medical, Inc., asks the U.S. Bankruptcy Court for the District of Delaware to authorize the bidding procedures in connection with the sale of substantially all of its assets to Acessa AssetCo, LLC for (i) a credit bid; plus (ii) $150,000 in cash; plus (iii) assumption of the Assumed Liabilities; subject to overbid. Founded in 2004 and headquartered in Brentwood, California, Halt Medical is a medical device company focused on establishing a superior standard of care for women with symptomatic uterine fibroids. Its proprietary and patented product, Acessa, uses radiofrequency ablation to destroy uterine fibroids. Halt Medical also manufactures the Acessa System which consists of the Acessa Generator, Guidance System and hand held disposable Handpiece, used (i) in percutaneous, laparoscopic coagulation and ablation of soft tissue, including the treatment of symptomatic uterine fibroids under laparoscopic ultrasound guidance while (ii) enhancing the ultrasonic image of the Acessa Handpiece to predict its path to deliver radiofrequency ablation to the center of the identified fibroid. American Capital, the Debtor's senior secured lender and majority stockholder, has acted as the Debtor's primary capital provider since American Capital's initial investment in 2007. The debt financing provided pursuant the Notes issued between 2014 and 2016 has largely been exhausted in funding the Debtor's operations. In January 2017, American Capital was acquired by Ares Capital Corp. Shortly thereafter, American Capital informed Halt Medical that it would not provide the Debtor with any additional financing. To preserve going-concern value and enable the Debtor to execute its business plan, starting in August 2016, extensive efforts to identify potential investors were made. The Debtor contacted approximately 40 venture capital and other investors with investments in the medical device industry and related fields, who might have an interest in investing in the Debtor. In addition, on Nov. 3, 2016, the Debtor engaged Canaccord Genuity, Inc. ("CGI") to solicit interest from third parties with respect to either (i) a recapitalization that would provide the requisite financing for the Debtor to execute its business plan or (ii) an acquisition of all or substantially all of the Debtor's assets. To that end, CGI drafted marketing materials and contacted potentially interested parties ("Prepetition Marketing Process"). As the Prepetition Marketing Process continued, a bid deadline was established and two parties timely submitted preliminary indications of interest to infuse capital into the Debtor. Following the bid deadline, two additional parties expressed interest in the Debtor, though neither provided sufficiently detailed terms or a proposed structure, and both failed to respond to requests for diligence information regarding their interest. Of the two parties that submitted timely proposals, one of them, the Stalking Horse Bidder, executed an indication of interest and term sheet with the Debtor on Feb. 9, 2017, and commenced good-faith and arm's-length negotiations over formal documentation. The initial indication of interest from the Stalking Horse Bidder contemplated an out-of-court transaction. However, as discussions continued, the parties later determined that an asset sale in a chapter 11 bankruptcy case was required. In connection with the negotiations, the parties executed the Stalking Horse Asset Purchase Agreement, dated as of April 12, 2017. The proposed dates for the bidding and sale process are: a. Hearing re: Bidding Procedures - May 2 or 3, 2017 b. Service of Bidding Procedures Order - +3 days from entry of Bidding Procedures Order c. Service of Cure Notice - +3 days from entry of Bidding Procedures Order d. Bid Deadline - June 2, 2017 e. Assumption/Assignment and Cure Objection Deadline - June 2, 2017 f. Sale Objection Deadline - June 2, 2017 g. Auction - June 5, 2017 h. Sale Hearing - June 6, 2017 i. Adequate Assurance Objection - At or before the Sale Hearing j. Deadline to Close Sale - +20 days from entry of Sale Order The salient terms of the Stalking Horse APA are: a. Seller: Halt Medical, Inc. b. Buyer - Stalking Horse Bidder: Acessa AssetCo, LLC Acessa AssetCo LLC (together with its permitted successors, designees and assigns) c. Purchase Price: The Purchase Price is composed of the following: (a) a credit bid of (i) the outstanding DIP Facility Obligations, and (ii) in the Stalking Horse Bidder's sole discretion, an amount not to exceed the outstanding obligations under certain Senior Secured Promissory Notes owed by the Debtor; plus (b) $150,000 in cash; plus (c) assumption of the Assumed Liabilities. d. Purchased Asset: All of the Debtor's properties and assets of every kind and description, wherever located, whether real, personal or mixed, tangible or intangible, owned, leased, licensed, used or held for use in or relating to the Business, other than the Excluded Assets. e. Assumption and Assignment of Contracts and Lease: The executory contracts and unexpired leases the Stalking Horse Bidder has designated as Assigned Contracts to be assumed and assigned to the Stalking Horse Bidder. f. Assumed Liabilities: Those liabilities and obligations enumerated on Schedule 2.3 of the Stalking Horse APA, in each case, to the extent not an Excluded Liability. g. Expense Reimbursement/Break-Up Fee: If the Stalking Horse APA is terminated for the Debtor's breach or the Stalking Horse Bidder is over-bid at the Auction, the Stalking Horse Bidder is entitled to a break-up fee of $200,000 plus reimbursement of its transaction Expenses up to a cap of $300,000. h. Closing and Other Deadlines Local Rule: The closing of the transactions contemplated by the Stalking Horse APA will take place on the 3rd Business Day following satisfaction or waiver of all the conditions set forth Article VII of the Stalking Horse APA. i. Sale Free and Clear of Unexpired Leases: The Debtor will sell all of the Purchased Assets free and clear of all Liens (other than Permitted Encumbrances expressly identified in the Sale Order). j. Credit Bid: A portion of the Purchase Price is composed of a credit bid of (i) the outstanding DIP Facility Obligations, and (ii) in the Stalking Horse Bidder's sole discretion, an amount not to exceed the outstanding obligations under the Senior Secured Promissory Notes. k. Relief from Bankruptcy Rule 6004(h): The Debtor asks a waiver of the 14-day stay under Bankruptcy Rules 6004(d) and 6004 (h). As part of the Bidding Procedures Order, the Debtor asks approval of a Breakup Fee in the amount of $200,000 and an Expense Reimbursement of up to $300,000, to the extent payable to the Stalking Horse Bidder pursuant to the terms and conditions set forth in the Stalking Horse APA. The Bidding Procedures recognize the Debtor's fiduciary obligations to maximize sale value, and, as such, do not impair the Debtor's ability to consider all qualified bid proposals and preserve the Debtor's right to modify the Bidding Procedures as necessary or appropriate to maximize value for its estate. The salient terms of the Bidding Procedures are: a. Good Faith Deposit: 10% of the Bid b. Same or Better Terms: The Bid must be on terms that are substantially the same or better than the terms of the Stalking Horse APA, as determined by the Debtor. c. Bid Deadline: June 2, 2017 at 5:00 p.m. (PET) d. Initial Overbid Amount: A purchase price equal to or greater than the aggregate of the sum of (i) the value of the Bid set forth in the Stalking Horse APA executed by the Stalking Horse Bidder, as determined by the Debtor; (ii) the dollar value of the Break-up Fee and Expense Reimbursement in cash, and (iii) $100,000 (the initial overbid amount), in cash and (b) must obligate the Bidder to pay, to the extent provided in the Stalking Horse APA, all amounts which the Stalking Horse Bidder has agreed to pay under the Stalking Horse APA, including all Assumed Liabilities. e. Auction: The Auction will take place on June 5, 2017 at 10:00 a.m. (PET) at the offices of Drinker Biddle & Reath LLP, Wilmington Trust Corp., 222 Delaware Ave #1410, Wilmington, Delaware. f. Bid Increments: $100,000 g. Closing the Auction: The Auction will continue until the Debtor determines in its reasonable business judgment that there is a highest and best Qualified Bid at the Auction for all of the Purchased Assets. In connection with the Sale of the Purchased Assets, the Debtor intends to assume and assign to the Stalking Horse Bidder or other Successful Bidder, as applicable, certain Executory Contracts Leases as of the Closing Date and to execute and deliver to the Stalking Horse Bidder or other Successful Bidder, as applicable, such documents or other instruments as may be necessary to assign and transfer such Scheduled Contracts. Accordingly, the Debtor submits that the assumption and assignment to the Stalking Horse Bidder or other Successful Bidder of certain the of Debtor's Executory Contracts and Leases should be approved as an exercise of the Debtor's sound business judgment. The Debtor submits that the proposed Break-up Fee and Expense Reimbursement will not chill bidding, are reasonable, and will enable the Debtor to maximize the value of its estate. The Debtor respectfully submits that such protections are warranted in light of Stalking Horse Bidder's agreement to serve as the "stalking horse" in the Sale. A copy of the Stalking Horse APA and the Bidding Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/Halt_Medical_18_Sales.pdf The Debtor submits that sufficient business justifications exist to sell the Purchased Assets to the Stalking Horse Bidder (or other Successful Bidder). The Stalking Horse APA has been extensively negotiated between the parties at arm's-length and in good faith and confers several substantial benefits on the Debtor's estate that would likely not be available in the event of a liquidation of the Debtor's assets. Accordingly, the Debtor asks that the Sale be approved free and clear of all claims, liens, and other interests. The Debtor asks that the Sale Order be effective immediately by providing that the 14-day stays under Bankruptcy Rules 6004(h) and 6006(d) be waived. The Purchaser can be reached at: ACESSA ASSETCO, LLC 427 Park Street Charlottescille, VA 22902 Attn: Joe Andrasko The Purchaser is represented by: Brian P. Hall, Esq. SMITH, GAMBRELL & RUSSELL, LLP Suite 3100, Promenade 1230 Peachtree Street, N.E. Atlanta, GA 30309-3592 E-mail: bhall@sgrlaw.com Proposed Lead Counsel for Debtor: Steven K. Kortanek, Esq. Patrick A. Jackson, Esq. Joseph N. Argentina, Jr., Esq. DRINKER BIDDLE & REATH LLP 222 Delaware Ave., Suite 1410 Wilmington, DE 19801-1621 Telephone: (302) 467-4200 Facsimile: (302) 467-4201 E-mail: Steven.Kortanek@dbr.com Patrick.Jackson@dbr.com Joseph.Argentina@dbr.com Proposed Special Corporate Counsel for Debtor: Robert L. Eisenbach III, Esq. COOLEY LLP 101 California Street, 5th Floor San Francisco, CA 94111-5800 Telephone: 415-693-2000 Facsimile: 415-693-2222 E-mail: reisenbach@cooley.com - and - Michael Klein, Esq. 1114 Avenue of the Americas New York, New York 10036 Telephone: 212-479-6000 Facsimile: 212-479-6275 E-mail: mklein@cooley.com About Halt Medical Founded in 2004 and headquartered in Brentwood, California, Halt Medical, Inc. is a medical device company focused on establishing a superior standard of care for women with symptomatic uterine fibroids. Its proprietary and patented product, Acessa, uses radio frequency ablation to destroy uterine fibroids. Halt Medical also manufactures the Acessa System which consists of the Acessa Generator, Guidance System and hand held disposable Handpiece, used (i) in percutaneous, laparoscopic coagulation and ablation of soft tissue, including the treatment of symptomatic uterine fibroids under laparoscopic ultrasound guidance while (ii) enhancing the ultrasonic image of the Acessa Handpiece to predict its path to deliver radio frequency ablation to the center of the identified fibroid. Halt Medical, Inc. sought Chapter 11 protection (Bankr. D. Del. Case No. 17-10810) on April 12, 2017. HALYARD HEALTH: $100MM Jury Award No Impact on Moody's Ba3 CFR -------------------------------------------------------------- Moody's Investors Service commented that the California jury award of over $100 million against Halyard Health, Inc. related to its Microcool surgical gowns is credit negative because it will reduce liquidity. There is no impact on Halyard's ratings, including the Ba3 Corporate Family Rating. The outlook is stable. Halyard Health, Inc. headquartered in Alpharetta, GA is a healthcare company that produces surgical and infection prevention supplies and low-tech medical devices. The S&IP segment's products include sterilization wrap, surgical drapes and gowns, facial protection, protective apparel and medical exam gloves. The low-tech medical devices segment provides post-operative pain management solutions, minimally invasive interventional and chronic pain therapies, closed airway suction systems, and enteral feeding tubes. For the twelve months ended December 31, 2016, the company reported revenues of $1.6 billion. HARTFORD COURT: Can Use Hinsdale Bank Cash Collateral Thru June 8 ----------------------------------------------------------------- Judge Jack B. Schmetterer of the U.S. Bankruptcy Court for the Northern District of Illinois has signed an Agreed Third Interim Order authorizing Hartford Court Development, Inc., to use the cash collateral of Hinsdale Bank & Trust Co., as successor-in-interest to Suburban Bank and Trust, through June 8, 2017. Hinsdale Bank holds a valid first priority security interest in and lien on the prepetition collateral pursuant to a Mortgage and Assignment of Leases and Rents securing the Debtor's indebtedness in the aggregate amount of approximately $822,848, as of the Petition Date. The Debtor's use of Cash Collateral is limited to the expenses outlined in the April 2017 Budget Projection. The Budget contemplates a total income of $12,598, a total operating expenses of $11,967. The Debtor is directed to deposit all post-petition rents in its possession or control into the DIP Account. The Debtor is also directed to remain current on all postpetition property tax obligations for the Properties, including the obligation to escrow funds in equal monthly amounts sufficient to enable the Debtor to timely pay all postpetition property taxes. Such escrow amount will be held in a separate account from the Debtor's general bank account, and the Debtor is required to attached monthly account statement thereof in its monthly financial reports filed with the Court. Hinsdale Bank is granted valid and perfected security interests in, and liens on all assets of the Debtor of any nature whatsoever and wherever located, tangible or intangible, whether now or hereafter acquired, including without limitation, rents and proceeds of the foregoing, wherever located, including insurance and other proceeds, excluding proceeds of any avoidable transfer actions instituted through the case. In addition, the Debtor will make monthly provisional payments to Hinsdale Bank in the amount of $4,866 per month. The Debtor is also required to maintain insurance coverage for the Properties at all times during its Chapter 11 case, and permit Hinsdale Bank to perform inspection and valuation of the Properties. Likewise, the Debtor will deliver to Hinsdale Bank such reasonable financial and other information concerning its business affairs, which include monthly rent rolls; and monthly operating reports filed with the Court. A full-text copy of the Agreed Third Interim Order, dated April 10, 2017, is available at https://is.gd/YYxPeX About Hartford Court Development Hartford Court Development, Inc., is an Illinois corporation that owns and manages 14 residential condominiums and their related parking spaces, all located in the 5300 block of North Cumberland Avenue, Chicago, IL. Hartford Court Development filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 17-01356) on Jan. 17, 2017. Paula Walega, the company's president, signed the petition. The Debtor estimated assets and liabilities at $500,000 to $1 million. The case is assigned to Judge Jack B. Schmetterer. The Debtor is represented by David P. Lloyd, Esq. at David P. Lloyd, Ltd. HILLSIDE OFFICE: Hires Gramercy Real Estate as Realtor ------------------------------------------------------ Hillside Office Park, LLC seeks approval from the US Bankruptcy Court for the District of New Jersey, Newark Vicinage, to employ Shaya E. Grosinger of Gramercy Real Estate Services as realtor. The Debtor is in the process of marketing the real property for sale. Ms. Grosinger has been selected because she was retained by the Purchaser and is responsible for bringing about the Rowhurst Limited contract between the parties. Commission shall be in an amount equal to 5% of the Purchase Price limited to the Rowhurst Limited contract. Ms. Grosinger attests that she does not hold an adverse interest to the estate; does not represent an adverse interest to the estate; is a disinterested person under 11 U.S.C. Sec. 101(14); and does not represent or hold any interest adverse to the debtor or the estate with respect to the matter for which he/she will be retained under 11 U.S.C. Sec. 327(e). The Realtor can be reached through: Shaya E. Grosinger Gramercy Real Estate Services, LLC 25 Commerce Drive Cranford, NJ 07016 Tel: 800-732-4035 Fax: 866-607-1662 About Hillside Office Park, LLC Headquartered in Hillside, New Jersey, Hillside Office Park, LLC, filed for Chapter 11 bankruptcy protection (Bankr. D. N.J. Case No. 16-19617) on May 17, 2016, estimating its assets and liabilities at between $1 million and $10 million. The petition was signed by Glen A. Fishman, member of Maplewood Acquisition, LLC, member. Judge Stacey L. Meisel presides over the case. Donald F. Campbell, Jr., Esq., at Giordano Halleran & Ciesla, P.C., serves as the Debtor's bankruptcy counsel. HOUGHTON MIFFLIN: S&P Revises Outlook to Neg. & Affirms 'B' CCR --------------------------------------------------------------- S&P Global Ratings Services said that it revised its rating outlook on Boston-based Houghton Mifflin Harcourt Co. (HMH) to negative from stable and affirmed its 'B' corporate credit rating on the company. At the same time, S&P affirmed its 'B+' issue-level rating on the company's $800 million senior secured term loan. The '2' recovery rating is unchanged, indicating S&P's expectation for substantial (70%-90%; rounded estimate: 80%) recovery of principal for lenders in the event of a payment default. "The outlook revision reflects our expectation for negative free operating cash flow (FOCF) in 2017, the risk that HMH's FOCF could remain weak, and its liquidity could be strained into 2018 and 2019 if its addressable U.S. K-12 textbook market doesn't expand as expected," said S&P Global Ratings' credit analyst Thomas Hartman. Additionally, the company's announcement that it has hired Boston Consulting Group to look at right-sizing its cost structure could lead to increased restructuring and severance expenses over the next two years, which could further restrict cash flows during that time. S&P still expects the company's addressable K-12 market to expand in 2018 and 2019, with upcoming curriculum adoptions scheduled for key states such as Texas in 2019. S&P assumes HMH will maintain its current market share, and its market growth will drive a significant improvement in cash flow generation, with FOCF to debt increasing above 5% by the end of 2018. The negative outlook reflects S&P's expectation for negative FOCF in 2017; HMH's track record of operating underperformance; and the risk that the company's liquidity could weaken over the next 12 months if it increases its prepublication costs but loses additional market share, or if it is unable to better manage its cost structure. S&P could lower the corporate credit rating if total liquidity falls below $200 million, and S&P don't see a turnaround in the business or expect cash flow to improve in 2018. This could occur if the company increases prepublication costs but loses additional market share, or if it is unable to better manage its cost structure. S&P could also lower the rating if it don't believe the addressable K-12 market will meet its growth expectations for 2018 and 2019, and S&P don't expect FOCF to debt to increase above 5% by the end of 2018. S&P could revise the outlook to stable over the next 12-15 months if it believes the company is likely to generate FOCF to debt above 5% by the end of 2018. This could occur if the company makes good progress in addressing its cost structure and maintains or improves market share, and if S&P continues to expect the K-12 addressable market to grow to over $3 billion by 2019. I-69 DEVELOPMENT: S&P Lowers Rating on 2014 $243.8MM PABs to 'BB-' ------------------------------------------------------------------ S&P Global Ratings lowered its senior secured issue rating from 'BB-' to 'B+' on the Indiana Finance Authority's (IFA) $243.8 million long-term private activity bonds (PABs) series 2014 (various tranches fully amortized in 2046) and issued for I-69 Development Partners LLC. At same time, S&P placed the ratings on CreditWatch developing. S&P's recovery rating is unchanged at '1', indicating a very high (95%) expected recovery in the event of a payment default. The U.S.-based IFA issued $243.845 million of PABs and loaned proceeds to the obligor, limited-purpose entity I-69 Development Partners LLC, to design, build, maintain, and operate Section 5 of the Interstate 69 roadway between Martinsville and Bloomington, Ind., through a public-private partnership agreement. The rating is capped by construction risks because the issue rating is the lesser of S&P's construction phase stand-alone credit profile (SACP) of 'b+' and S&P's operations phase SACP of 'bbb+'. Since S&P removed the rating from CreditWatch with negative implications and revised the outlook to positive on Feb. 17, 2017, the memorandum of understanding (MOU) terms, which were favorable to the project and (all else equal) could have led to an upgrade, have become unlikely to be executed. In the MOU, the builder, Isolux Corsan LLC, along with the IFA (concession grantor) and the equity sponsor, PSP, agreed to extend the required completion date and provide additional funding that would have resolved the pressure the project has been under due to major delays. Now, the builder is unlikely to fund its financial obligations set forth in the MOU. This unexpected turn of events appears to be the result of the near-insolvency of the builder's parent, Grupo Isolux Corsan S.A. (Isolux), after it was unable to obtain additional funding from its banks at the end of March. S&P's positive outlook had reflected its expectation that the parties would not have entered into the MOU unless they had the capacity to meet the financial obligations they committed to. S&P previously saw a likely path to an upgrade in the event that the lender's technical advisor confirmed the revised MOU construction schedule as reasonable, that each party actually committed the funding (now unlikely), and that the project documents were amended to extend the contractual long-stop date more than a year to Nov. 30, 2018. The one-notch downgrade reflects S&P's view that the builder's inability to meet the funding requirements of the MOU is a clear setback to the troubled project. Unless a new plan is negotiated and funded, S&P will continue to downgrade the project as the long-stop date approaches. At the same time, time remains to enter into an alternate agreement, and as reflected by the CreditWatch listing with developing implications, even though the MOU is very unlikely to be implemented by all parties and the project is seriously delayed, the equity sponsor, PSP, and the IFA appear to have the capacity and willingness to provide additional capital and flexibility, and they demonstrated this by committing to the original terms of the MOU. In S&P's view, PSP and the IFA likely have the ability to extend the schedule, replace the defaulting builder, and provide additional funds. In S&P's view, it will be evident shortly whether they intend to do so. "The rating reflects our view that credit quality will continue to deteriorate unless an alternate plan quickly materializes," said S&P Global Ratings analyst Antonio Bettinelli. "At this stage, we see approximately equal probabilities of a downgrade or upgrade and the direction will next be determined by the outcome of negotiations that we expect are occurring now and that may include replacing the builder and a reassessment of the project's counterparty risk." IMPAX LABORATORIES: Moody's Cuts CFR to B2 on Weakened Performance ------------------------------------------------------------------ Moody's Investors Service downgraded certain ratings of Impax Laboratories, Inc., including the Corporate Family Rating (CFR) to B2 from B1, and the Probability of Default Rating (PDR) to B2-PD from B1-PD. At the same time Moody's affirmed the Ba2 rating on the senior secured revolving credit facility and term loan, and the SGL-1 Speculative Grade Liquidity Rating. The rating outlook is stable. "The downgrade of Impax's CFR to B2 reflects a weakening in operating performance that will result in high leverage. Moody's believes total debt/EBITDA will be above 5.0 times throughout 2017," stated Morris Borenstein, Assistant Vice President. "While its epinephrine franchise and branded Parkinson's drug, Rytary are growing, intense generic drug pricing pressure affecting Impax's product portfolio increases event risk in Moody's views," continued Borenstein. Moody's affirmation of the senior secured credit facilities at Ba2 reflects its senior position in the capital structure and ample loss absorption provided by the company's $600 million of unsecured convertible notes (not rated). Issuer: Impax Laboratories, Inc. Ratings downgraded: Corporate Family Rating, to B2 from B1 Probability of Default Rating, to B2-PD from B1-PD Ratings affirmed: Senior secured revolving credit facility due 2021, Ba2 (LGD2) Senior secured Term Loan A due 2021, Ba2 (LGD2) SGL-1 Speculative Grade Liquidity Rating The outlook is stable RATINGS RATIONALE The B2 Corporate Family Rating reflects Impax's high financial leverage with debt/EBITDA exceeding 5.0 times. The ratings are also constrained by Impax's modest size and scale in the generic drug industry, which is characterized by intense competition and pricing pressure from its customers. The ratings are also constrained by Impax's geographic concentration, as almost all revenues are generated in the US. The ratings are supported by relatively good product diversity, a growing branded business and good projected cash flow. The SGL-1 Speculative Grade Liquidity Rating reflects Moody's expectation of very good liquidity over the next 12 months. Moody's believes free cash flow will be around $100 million over the next twelve months, with an undrawn $200 million revolving credit facility, and ample cushion under its financial covenants. The stable outlook reflects Moody's view that debt to EBITDA will remain above 5.0 times throughout 2017, but that Impax will use its strong free cash flow to repay debt, resulting in deleveraging below 5.0x in 2018. The ratings could be downgraded if debt to EBITDA is expected to be sustained above 5.0x or if liquidity materially weakens. The ratings could be upgraded if debt to EBITDA is expected to be sustained below 4.0x. Demonstration of sustainable growth in revenue and earnings would also be needed for an upgrade to occur. The principal methodology used in these ratings was Global Pharmaceutical Industry published in December 2012. Impax Laboratories, Inc., headquartered in Hayward, CA, is a specialty generic and branded pharmaceutical producer operating in the US. Impax generated $824 million of revenues for the twelve month period ended December 31, 2016. INNOVATION VENTURES: S&P Affirms Then Withdraws 'B+' CCR -------------------------------------------------------- S&P Global Ratings affirmed its 'B+' corporate credit rating and 'BB' issue-level rating on Innovation Ventures LLC's $100 million revolving credit facility and $450 million term loan, both due in 2021. S&P subsequently withdrew all ratings at the request of the company. "We believe the company's operating performance and credit measures outlook remain largely unchanged from September 2016, when it completed a refinancing that included the $100 million revolving credit facility and $450 million term loan, and reflect our expectation that the company will maintain debt to EBITDA below 2x and funds from operations (FFO) to debt of at least 50% through 2017," said S&P Global Ratings credit analyst Francis Cusimano. The affirmation also reflects the company's narrow product line and reliance on a single brand, the ongoing risk of legal action, negative publicity related to its products, and a lack of governance controls. The company is a single-product business within a niche category in the U.S. Its 5-hour Energy product accounts for 100% of the company's revenue. INTEGRITY APPLICATIONS: Fahn Kanne & Co. Raises Going Concern Doubt ------------------------------------------------------------------- Integrity Applications, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K, disclosing a net loss of $5.44 million on $611,689 of revenues for the year ended December 31, 2016, compared to a net loss of $5.82 million on $143,167 of revenues for the year ended December 31, 2015. Fahn Kanne & Co. Grant Thornton Israel in Tel-Aviv, Israel, notes that the Company has incurred accumulated deficit of $35,604,176, stockholder's deficit of $10,949,430 and negative operating cash flows. These conditions along with other matters, raise substantial doubt about the Company's ability to continue as a going concern. The Company's balance sheet at December 31, 2016, showed total assets of $2.46 million, total liabilities of $3.37 million, total temporary equity of $10.04 million, and a stockholders' deficit of $10.95 million. A full-text copy of the Company's Form 10-K is available at: https://is.gd/QReiHY Integrity Applications, Inc., is a medical device company. The Company is focused on the design, development and commercialization of non-invasive glucose monitoring devices for use by persons suffering from diabetes. It has developed a non-invasive blood glucose monitor, the GlucoTrack model DF-F glucose monitoring device, which is designed to help people with diabetes obtain blood glucose level readings without the pain, inconvenience, cost and difficulty of conventional (invasive) spot finger stick devices. The Company operates in Europe, and Asia and Pacific. INVENTURE FOODS: Moss Adams LLP Raises Going Concern Doubt ---------------------------------------------------------- Inventure Foods, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K, disclosing a net loss of $30.25 million on $269.01 million of net revenues for the year ended December 31, 2016, compared to a net loss of $20.78 million on $282.56 million of net revenues for the year ended December 31, 2015. The Company's independent accountants Moss Adams LLP in Scottsdale, Ariz., states that the Company has incurred recurring losses from operations and is dependent on additional financing to fund operations that raise substantial doubt about its ability to continue as a going concern. The Company's balance sheet at December 31, 2016, showed total assets of $181.48 million, total liabilities of $157.79 million, and a stockholders' equity of $23.69 million. A full-text copy of the Company's Form 10-K is available at: https://is.gd/wps7lw Inventure Foods, Inc., is a marketer and manufacturer of healthy/natural and indulgent specialty snack food brands. Inventure operate in two segments: frozen products and snack products. The frozen products segment produces frozen fruits, vegetables, beverages and frozen desserts for sale primarily to grocery stores, club stores and mass merchandisers. The snack products segment produces potato chips, kettle chips, potato crisps, potato skins, pellet snacks, sheeted dough products and extruded products for sale primarily to snack food distributors and retailers. The Company is headquartered in Phoenix, Arizona with plants in Arizona, Florida, Georgia, Indiana, Oregon and Washington. ITUS CORP: SEC Declares S-3 Registration Statement as Effective --------------------------------------------------------------- Corporation's Registration Statement on Form S-3 (No. 333-217060) for the resale by certain security holders of the Company, including Meetrix Communications, Inc., of up to 1,487,606 shares of common stock (including 500,000 shares of common stock issuable upon exercise of certain outstanding warrants). Of the 1,487,606 shares registered for resale, 947,606 shares were issued to Meetrix in payment of an obligation of the Company equal to approximately $4.8 million. With the completion of the payment of this obligation, and taking into account the proceeds received by the Company in its recently completed rights offering, the Company believes that, as of April 12, 2017, its has shareholders' equity of approximately $3.6 million. 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. The Company's balance sheet at Jan. 31, 2017, showed $4.21 million in total assets, $8.03 million in total liabilities and a total shareholders' deficiency of $3.81 million. 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. KEMET CORP: BlackRock Inc Holds 4.6% Equity Stake as of March 31 ---------------------------------------------------------------- In an amended Schedule 13D filed with the Securities and Exchange Commission, BlackRock, Inc. disclosed that as of March 31, 2017, it is the beneficial owner of 2,136,450 shares of common stock, representing approximately 4.6% of KEMET Corp.'s outstanding common stock. A full-text copy of Schedule 13G/A is available for free at https://is.gd/sjLTj8 About KEMET KEMET, based in Greenville, South Carolina, is a manufacturer and supplier of passive electronic components, specializing in tantalum, multilayer ceramic, film, solid aluminum, electrolytic, and paper capacitors. KEMET's common stock is listed on the NYSE under the symbol "KEM." KEMET reported a net loss of $53.6 million on $735 million of net sales for the fiscal year ended March 31, 2016, compared with a net loss of $14.1 million on $823 million of net sales for the fiscal year ended March 31, 2015. As of Dec. 31, 2016, Kemet Corporation had $662.5 million in total assets, $572.1 million in total liabilities and $90.44 million in total stockholders' equity. * * * KEMET carries a 'Caa1' corporate family rating, with stable outlook, from Moody's and a 'B-' issuer credit rating with stable outlook from Standard and Poor's. KOPH INC: Cash Collateral Motion Mooted by Dismissal ---------------------------------------------------- Judge Jack B. Schmetterer of the U.S. Bankruptcy Court for the Northern District of Illinois on April 7, 2017, held a hearing on Koph, Inc.'s motion to use cash collateral. The judge ruled that the motion is withdrawn as it is mooted by the dismissal of the case. About Koph, Inc. Koph, Inc., is a corporation that operates a restaurant known as Katie O'Connor's Pint House and Eatery at 13717 S. Route 30 in Plainfield, Illinois. Koph, Inc., filed a chapter 11 petition (Bankr. N.D. Ill. Case No. 16-36244) on Nov. 14, 2016. The petition was signed by its President, Robert J. Darin. The Debtor is represented by David P. Lloyd, Esq., at David P. Lloyd, Ltd. At the time of filing, the Debtor estimated assets at $0 to $50,000 and liabilities at $100,000 to $500,000. LB VENTURES: Can Use Parker Cash Collateral ------------------------------------------- Judge Joan N. Feeney of the U.S. Bankruptcy Court for the District of Massachusetts authorized LB Ventures, LLC, to use the cash collateral of Nina Parker. Judge Feeney continues its Jan. 13, 2017 adequate protection order, pending further order of the Court. A continued hearing will be held on May 16, 2017 at 11:00 a.m. About LB Ventures LB Ventures, LLC, based in Quincy, MA, filed a Chapter 11 petition (Bankr. D. Mass. Case No. 16-13840) on Oct. 4, 2016. The petition was signed by Luis M. Barros, manager. At the time of the filing, the Debtor estimated $1 million to $10 million in assets and $500,000 to $1 million in liabilities. Judge Joan N. Feeney presides over the case. The Debtor is represented by Joseph G. Butler, Esq., at Law Office of Joseph G. Butler. No official committee of unsecured creditors has been appointed in the case. LEGACY RESERVES: Amends LP Agreement Ahead of May 16 Meet --------------------------------------------------------- On April 10, 2017, Legacy Reserves LP began mailing the proxy statement for its 2017 Annual Meeting of Unitholders to be held on May 16, 2017 to its unitholders of record as of March 21, 2017. In order to provide Legacy's unitholders and others with a fully-updated Legacy partnership agreement prior to the Annual Meeting, the Board of Directors of Legacy's general partner, Legacy Reserves GP, LLC, has approved, in accordance with Section 13.1 of the Fourth Amended and Restated Agreement of Limited Partnership of Legacy Reserves LP, as amended, the Fifth Amended and Restated Agreement of Limited Partnership of Legacy Reserves LP. The Fifth Amended and Restated Partnership Agreement incorporates the amendments to the Fourth Amended and Restated Partnership Agreement which were approved by Legacy's unitholders at Legacy's 2016 Annual Meeting of Unitholders and set forth in the Amendment No. 1 dated May 10, 2016, changes to the Fourth Amended and Restated Partnership Agreement to reflect the passage of time, certain tax law updates, the removal of provisions that are no longer applicable and corrections of typographical errors, all as more fully set forth in Exhibit 3.1 attached hereto. The Fifth Amended and Restated Partnership Agreement was executed on April 10, 2017. A full-text copy of the regulatory filing is available at: https://is.gd/meT2gs About Legacy Reserves Headquartered in Midland, Texas, Legacy Reserves L.P. is focused on the acquisition and development of oil and natural gas properties primarily located in the Permian Basin, East Texas, Rocky Mountain and Mid-Continent regions of the United States. The Company's primary business objective has been to generate stable cash flows to allow it to make cash distributions to its unitholders and to support and increase quarterly cash distributions per unit over time through a combination of acquisitions of new properties and development of its existing oil and natural gas properties. Legacy Reserves incurred a net loss attributable to unitholders of $720.5 million in 2015, a net loss attributable to unitholders of $295.3 million in 2014 and a net loss attributable to unitholders of $35.27 million in 2013. As of Dec. 31, 2016, Legacy Reserves had $1.29 billion in total assets, $1.52 billion in total liabilities and a total partners' deficit of $222.07 million. * * * As of Sept. 30, 2016, S&P Global Ratings said that it lowered its corporate credit rating on Legacy Reserves to 'CCC' from 'B-'. The rating outlook is negative. The downgrade reflects S&P's expectation that the borrowing base on Legacy's revolving credit facility could be lowered substantially at its redetermination in October. Legacy Reserves carries a 'Caa3' corporate family rating from Moody's Investors Service. LEHMAN BROTHERS: Federal Home Loan Bank Settles Suit for $70M ------------------------------------------------------------- Patrick Fitzgerald, writing for The Wall Street Journal Pro Bankruptcy, reported that the Federal Home Loan Bank of New York has agreed to pay $70 million to the remnants of Lehman Brothers Holdings Inc. to settle a lawsuit over soured interest-rate swaps. According to the report, the Federal Home Loan Bank, or FHLBNY, announced the settlement in a regulatory filing as a trial on the dispute was under way in U.S. Bankruptcy Court in New York. Lehman and its Special Financing unit sued FHLBNY in 2015 for more than $150 million it said it was owed from its position on 356 swaps and options transactions, the report related. Lehman said it was in the money on the swaps at the time of its 2008 bankruptcy filing, the report further related. Although Lehman officially exited bankruptcy protection in 2012, its derivatives team is still wrangling with creditors over billions of dollars in disputed claims, the report said. Swaps and other derivatives represent a significant source of cash for Lehman creditors waiting to be paid more than eight years after the investment bank filed for bankruptcy protection, the report added. FHLBNY is one of 11 regional home loan banks, which are cooperatives chartered by Congress and owned by more than 8,000 banks, thrifts, credit unions and insurers, the report said. They make loans, backed by home mortgages and other collateral, to their owners, the report added. Because of fluctuations in interest-rates markets after Lehman filed for bankruptcy, FHLBNY went back and "cherry picked" other termination dates, Lehman's lawsuit alleged, leading the bank "to massively understate" what it owed Lehman, the report said. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC sought for bankruptcy protection in December 2009. The Debtors' bankruptcy cases were assigned to Judge James M. Peck. Judge Shelley Chapman took over the case after Judge Peck retired from the bench to join Morrison & Foerster. A team of Weil, Gotshal & Manges, LLP, lawyers led by the late Harvey R. Miller, Esq., serve as counsel to Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, served as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., served as the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens was appointed as trustee for the SIPA liquidation of the business of LBI. He is represented by Hughes Hubbard & Reed LLP. The Bankruptcy Court approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. Lehman emerged from bankruptcy protection on March 6, 2012, more than three years after it filed the largest bankruptcy in U.S. history. The Chapter 11 plan for the Lehman companies other than the broker was confirmed in December 2011. LITHO-TECH: Taps Turton Commercial Real Estate as Realtor --------------------------------------------------------- Litho-Tech, Inc. seeks approval from the US Bankruptcy Court for the District of New Jersey to employ Turton Commercial Real Estate as realtor. Litho-Tech requires a real estate professional to assist the Debtor in listing, marketing and securing a purchaser of the real property of the Estate, 96 Bryant Rd., Waretown, NJ 08758. The Debtor proposes to pay the professional a commission of 5% of the sale price at the time of closing of title. Rosemarie Caruso, broker, attests that Turton Commercial Real Estate, its members, shareholders, partners, associates, officers and/or employees are disinterested under U.S.C. Sec. 101(14). The Realtor can be reached through: Rosemarie Caruso TURTON COMMERCIAL REAL ESTATE 1338 Hooper Avenue Toms River, NJ 08753 Tel: (730) 920-2833 About Litho-Tech Inc Litho-Tech, Inc., filed a Chapter 11 bankruptcy petition (Bankr. D.N.J. Case No. 16-33122) on December 4, 2016, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Kevin S. Quinlan, Esq., as counsel. LM FUNDING: Maturing Debt Obligations Raise Going Concern Doubt --------------------------------------------------------------- LM Funding America, Inc., filed with the U.S. Securities and Exchange Commission its amended annual report on Form 10-K/A, disclosing a net loss of $2.37 million on $4.90 million of total revenues for the year ended December 31, 2016, compared to a net income of $1.87 million on $6.96 million of total revenues for the year ended December 31, 2015. As of March 31, 2017, the Company had an aggregate of $2,087,377 in secured debt obligations that will become due within a year. Although the Company has a history of successfully refinancing its debt obligations, there is no assurance that it will be able to refinance its current indebtedness on a timely basis in view of recent operating losses, pending litigation, market conditions, and/or other reasons that the Company cannot currently foresee. Inability to refinance these debt obligations when due could raise substantial doubt about the Company's ability to continue as a going concern. In the event that the Company is unable to refinance its indebtedness when due, its intent is to generate liquidity through the monetization of owned real estate assets, which the Company believe in combination with recent expense cuts and new sales programs that are resulting in increases in Account acquisitions for 2017, will mitigate the risks to its liquidity associated with any inability to refinance its indebtedness. However, the Company cannot predict, with certainty, the outcome of its actions to generate liquidity, including the availability of additional debt financing, or whether such other actions would generate the expected liquidity as currently planned or needed. Additionally, a failure to generate additional liquidity could negatively impact the Company's ability to acquire new Accounts. The Company depends upon loans from external sources from time to time to fund and expand its operations. Its ability to grow its business is dependent on the Company's access to additional financing and capital resources. The failure to obtain financing and capital as needed would limit the Company's ability to purchase Accounts and achieve its growth plans. The Company's balance sheet at December 31, 2016, showed total assets of $10.01 million, total liabilities of $5.84 million, and a stockholders' equity of $4.17 million. A full-text copy of the Company's Form 10-K/A is available at: https://is.gd/qRmrYt LM Funding America, Inc., is a specialty finance company. The Company provides funding to nonprofit community associations primarily located in the state of Florida and to nonprofit community associations in the states of Washington and Colorado. It offers incorporated nonprofit community associations (Associations), a range of financial products customized to each Association's financial needs. Its products include Original Product and New Neighbor Guaranty. Its Original Product offering consists of providing funding to Associations by purchasing their rights under delinquent accounts that are selected by the Associations arising from unpaid Association assessments. The Company offers the New Neighbor Guaranty, wherein an Association assigns its outstanding indebtedness and accruals on its delinquent units to it in exchange for payments in an amount equal to the regular ongoing monthly or quarterly assessments for delinquent units when those amounts would be due to the Association. LP CLEANERS: Unsecured Creditors to Get 15% Under Amended Plan -------------------------------------------------------------- LP Cleaners, Inc., dba Concord Cleaners, filed an amended disclosure statement explaining its amended plan of reorganization, proposing to pay unsecured creditors 19 quarterly payments of $1,475 to be distributed pro rata per the amount of each creditor's claim. Payments to unsecured creditors will commence 90 days after the Effective Date. The anticipated dividend to unsecured creditors is approximately 15%. The prior Plan proposes to pay Class 3 Allowed General Unsecured Claims $600/quarter, pro rata starting at a time as the priority tax claims are paid in full. Ben Koplan will receive $125/month on his non-priority unsecured claim for past due rent until the claim is paid in full. Payments will commence the month immediately following the month in which the Effective Date occurs. Batson Realty will receive, on its non-priority unsecured claim for past due rent, $500/month for a period of 60 months. Payments will commence the month immediately following the month in which the Effective Date occurs. The Internal Revenue Service will receive equal monthly installments at 12% interest to be paid in full within five years from the Petition Date (payments approximately $485). Knox County, Tennessee will be paid in full in equal monthly installments at 12% interest (payments approximately $315). Anderson County, Tennessee will be paid in full in equal monthly installments 12% interest (payments approximately $35). The Tennessee Department of Revenue will be paid in full in equal monthly installments at 7.5% interest (payments approximately $260). All payments will commence on the Effective Date. The Debtor says it is expected to generate profits above what it achieved during the period October 27, 2016 through February 28, 2017. First, the Debtor will be receiving 100% of its credit and debit deposits rather than 60% which was the case prior to the Petition Date through the first of January, 2017. The receipt of only 60% during the post-petition period October 27, 2016 to the end of the year results in an inaccurate reflection of the true ability of the Debtor to make a profit going forward. Secondly, the Debtor had significant expenditures during the case for repairs and some necessary renovations. These expenses will not occur after confirmation of the Plan. Third, the Debtor has reduced its payroll. Fourth, the Debtor has made significant improvements to its operating space, making it attractive to customers, and the remodeled space is likely to assist in maintaining current business and retaining new business. Lastly, the Debtor has developed a marketing plan, including e-mail and flyer campaigns and other forms of advertisement. A full-text copy of the Amended Disclosure Statement dated April 6, 2017, is available at: http://bankrupt.com/misc/tneb16-33166-110.pdf About LP Cleaners Knoxville, Tenn.-based LP Cleaners, Inc., filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tenn. Case No. 16-33166) on Oct. 27, 2016, estimating its assets and liabilities at between $100,001 to $500,000. The petition was signed by Larry Pappas, president. Keith L. Edmiston, Esq., of Edmiston Foster, serves as the Debtor's bankruptcy counsel. MAXUS ENERGY: Exclusive Solicitation Period Extended Thru May 31 ---------------------------------------------------------------- Judge Christopher Sontchi has extended Maxus Energy Corporation, et al.'s period by which they have the exclusive right to solicit acceptances of a chapter 11 plan through May 31, 2017. As previously reported by The Troubled Company Reporter, on March 1, 2017, shortly before the originally scheduled hearing to consider approval of the Debtors' Disclosure Statement, the Official Committee of Unsecured Creditors presented the Debtors with a term sheet outlining the terms of a modified liquidating chapter 11 plan, which the Debtors understand is supported by the Committee, Occidental Chemical Corporation (OCC), and potentially other creditors. As part of its proposal, the Committee requested that the Debtors adjourn the hearing on the Disclosure Statement from March 7, 2017 to April 7, 2017. In the exercise of their fiduciary duties, the Debtors' independent directors agreed to adjourn the Disclosure Statement hearing to evaluate the Committee's proposal and analyze whether it could provide maximum recoveries to the estates. The Debtors are also using the adjournment period to continue ongoing good faith negotiations with creditors that, if successful, could pave the path to greater consensus. 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. MCGRAW-HILL GLOBAL: Fitch Keeps B+ IDR on Watch Positive -------------------------------------------------------- Fitch Ratings has maintained the Rating Watch Positive on the 'B+' Issuer Default Ratings (IDR) assigned to McGraw-Hill Global Education Holdings, LLC (MHGE), McGraw-Hill Global Education Finance, Inc. (MHGE Finance), MHGE Parent, LLC (HoldCo) and MHGE Parent Finance, Inc. (HoldCo Finance). MHGE, HoldCo and HoldCo Finance are all indirect wholly owned subsidiaries of McGraw-Hill Education, Inc. (MHE). Fitch placed MHGE, HoldCo and HoldCo Finance on Rating Watch Positive on April 18, 2016 following the company's announcement it would undertake a recapitalization that would reduce debt, improve liquidity, diversify the company's operating and financial profile and strengthen the credit facilities' security package. The first phase of the recapitalization was completed on May 4, 2016 with the repayment of debt at MHGE and McGraw-Hill School Education Holdings, LLC (MHSE) using proceeds from the issuance of new senior secured and unsecured debt. The second phase will involve MHE's previously announced IPO, which has not yet been completed. The recapitalization details include the expectation that MHE will use a portion of net proceeds from its IPO, announced in September 2015, to repay the senior unsecured notes issued by HoldCo and HoldCo Finance. Fitch would consider an upgrade if IPO proceeds are used to repay all existing MHGE Parent debt ($453 million outstanding as of March 21, 2017). Pro forma for the IPO and expected debt repayment, Fitch calculated funds from operations (FFO) adjusted total leverage is expected to be 5.7x as of Dec. 31, 2016 approximately a full turn lower than the actual FFO adjusted leverage of 6.8x. Fitch expects FFO adjusted leverage to drop below 5.0x by 2018 as the higher education market improves both in billings and operationally as well as large adoption opportunities in California, Texas and Florida. Given the rebound in the IPO market thus far in 2017, Fitch believes it is appropriate to maintain the Rating Watch Positive. Fitch will continue to monitor the IPO market and its potential effect on MHE's ability to complete its planned IPO. If the company is unable to complete the IPO, Fitch would remove the Rating Watch Positive. If this occurs, Fitch expects to affirm the remaining ratings. The Rating Watch Positive would also be removed if MHE adjusts the use of expected IPO proceeds and does not repay the HoldCo notes in full. KEY RATING DRIVERS Reorganization: With the repayment of its debt, MHSE became a subsidiary of MHGE, diversifying MHGE's operating and financial profile and contributing fresh collateral to the new credit facilities. MHGE's new business profile is as follows: approximately 38% of total billings are from higher education publishing/solutions, 40% from K-12 education content, 15% from international, which includes sales of higher education and professional education materials, and 6% from professional education content and services. Defensible Market Shares: In the U.S. higher education publishing market, Fitch believes Pearson Education, Cengage Learning and MHGE collectively hold more than 75% market share. For the U.S. K-12 publishing market, Fitch believes Pearson Education, Houghton Mifflin Harcourt and MHSE collectively hold more than 80% market share. This scale provides meaningful advantages and creates barriers to entry for new publishers in both segments. Long-term Digital Opportunity: Fitch believes the transition to digital will lead to a net benefit and expects MHE to continue investing in its digital products, including through small bolt-on acquisitions. Fitch expects print/digital margins to be roughly in line, as digital textbook price discounts (relative to print) and interactive user experience investments offset the elimination of the cost of manufacturing, warehousing and shipping printed textbooks. In addition, higher education publishers will have the opportunity to disintermediate used/rental textbook sellers. Education Spending Budgets: Fitch believes state and municipal revenues and education budgets will continue to improve at least through 2019 as a result of a strong adoption calendar, following several years of cyclical weakness. However, the potential for federal student aid cuts remain an issue for higher education publishers. Long term, Fitch believes higher education enrollment will continue to grow in the low single digits, as college degrees continue to be a necessity for many employers. KEY ASSUMPTIONS Fitch's key assumptions within the rating case for MHGE include: -- Higher education revenue is forecasted to grow low to mid- single digits annually as digital continues its positive growth trajectory driven by growing acceptance of adaptive learning solutions. The El-Hi segment is expected to return to positive growth in 2017 with new adoption opportunities. Professional and International revenue is expected to grow by 2% and 3%, respectively. -- EBITDA margins are expected to grow driven by the continued implementation of cost savings that will more fully flow through the financial statements. -- MHE's IPO proceeds are sufficient to repay HoldCo notes in 2017. -- No dividends or share repurchases are contemplated following the IPO. RATING SENSITIVITIES Rating Upgrade: The Rating Watch will be resolved positively when MHE's planned IPO has been completed. Fitch will consider an upgrade if IPO proceeds are used to repay all existing HoldCo debt, which should result in Fitch-calculated FFO adjusted total leverage falling by approximately one turn. Fitch may consider a multi notch upgrade if MHGE establishes a financial policy that results in a significant improvement in operating metrics, including FFO adjusted total leverage. Rating Downgrade: The Rating Watch Positive would be removed if MHE adjusts the use of expected IPO proceeds and does not repay the HoldCo notes in full or is unable to complete the IPO. LIQUIDITY As of Dec. 31, 2016, MHGE had $419 million in cash and full availability under its $350 million revolver due 2021. Fitch-calculated FFO adjusted total leverage was 6.8x. Fitch's focus on FFO adjusted total leverage is driven by the contribution of MHSE into MHGE with the debt refinancing and the resultant increase in MHGE's exposure to deferred digital revenues. The calculation is in line with how Fitch calculates leverage across the El-Hi industry, with the change in deferred revenue included in the calculation of FFO to account for GAAP-driven revenue timing differentials. As digital revenues continue increasing, revenues realized in a given year will eventually match revenues recognized in that year, although Fitch does not expect that to occur within the rating horizon. MHGE's Recovery Ratings reflect Fitch's expectation that the enterprise value of the company and, thus, recovery rates for its creditors, will be maximized in a restructuring scenario (as a going concern) rather than a liquidation. Fitch estimates a distressed enterprise valuation of $1.9 billion, using a 6x multiple and a post restructuring EBITDA of approximately $320 million. After deducting Fitch's standard 10% administrative claim, Fitch estimates recovery for the senior secured instruments consisting of new senior secured instruments which maps to the higher end end of its 71%-90% 'RR2' range. The HoldCo notes and new senior secured notes have no expected recovery, resulting in an 'RR6' rating. FULL LIST OF RATING ACTIONS Fitch has maintained the Rating Watch Positive on the following ratings: McGraw-Hill Global Education Holdings, LLC (MHGE) -- Long-Term IDR 'B+'; -- Senior secured credit facility 'BB/RR2'; -- Senior unsecured notes 'B-/RR6'. McGraw-Hill Global Education Finance, Inc. (MHGE Finance; co-issuer on MHGE's senior notes) -- Long-Term IDR 'B+'; -- Senior unsecured notes 'B-/RR6'. MHGE Parent, LLC (HoldCo) -- Long-Term IDR at 'B+'; -- Senior unsecured notes 'B-/RR6'. MHGE Parent Finance, Inc. (HoldCo Finance; co-issuer to HoldCo's senior unsecured notes) -- Long-Term IDR 'B+'; -- Senior unsecured notes 'B-/RR6'. MICHAEL PETERS: Sale of Templeton Property for $249K Approved ------------------------------------------------------------- Judge Peter Carroll of the U.S. Bankruptcy Court for the Central District of California authorized Michael Clegg Peters' sale of real property located at 96 Old County Road, Templeton, California, parcel ID 041-031-006, to Rick Bohnsack for $249,000. A hearing on the Motion was held on April 2, 2017 at 10:00 a.m. The sale is free and clear of all Liens. The Debtor is authorized to pay all other reasonable and customary escrow fees, brokers' commissions, recording fees, title insurance premiums, and closing costs necessary and proper to conclude the sale of the Templeton Property, directly from escrow. The 14-day stay prescribed by Federal Rule of Bankruptcy Procedure 6004(g) is waived. The Order will take effect immediately upon entry. Michael Clegg Peters sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 16-11416) on July 27, 2016. The Debtor tapped Michael Jay Berger, Esq., as counsel. MIDWEST FARM: Has Final Nod to Use Bank Cash Collateral ------------------------------------------------------- Judge Charles L. Nail, Jr. of the U.S. Bankruptcy Court for the District of South Dakota authorized Midwest Farm, L.L.C. to use on a final basis by April 18, 2017 $55,675 of Plains Commerce Bank's cash collateral and an additional $54,000 by May 1, 2017. The Debtor is authorized to use the Cash Collateral for the expenses set forth in the Budget, with the expenses paid per category not to exceed the budgeted amounts set forth. The Budget contemplates total expenses of $531,701 for the period March 25, 2017 through April 10, 2017; $55,675 for the period April 11, 2017 through April 30, 2017; and $54,000 for the period May 1, 2017 through May 31, 2017. As adequate protection, Plains Commerce Bank is granted a replacement lien on property of the estate, excluding any lien on the Debtor's 2017 crops, products and proceeds from Debtor's 2017 crops, insurance on Debtor's 2017 crops, and government program proceeds or payments regarding Debtor's 2017 crops. Said replacement lien shall be in the same form and priority as the lien Plains Commerce Bank held prepetition, subject to the valid existing prior liens of record, and shall be subject to any adequate protection Debtor may provide to Bill Landsman and PHI Financial Services, Inc., under any orders authorizing Debtor to obtain secured credit from Bill Landsman and PHI Financial Services, Inc. The Bank is further granted the Debtor's obligation to keep the Bank's collateral insured and to maintain the Bank's collateral in its present condition, ordinary wear and tear excepted. A copy of the Budget attached to the Motion is available for free at: http://bankrupt.com/misc/sdb17-40091-7.pdf A copy of the Final Order is available at: http://bankrupt.com/misc/sdb17-40091_53_Cash_Midwest_Farm.pdf 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. At the time of filing, the Debtor had $9.69 million in total assets and $6.66 million in total liabilities. 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. Kathy Meland is the Debtor's agricultural financial consultant. 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. MILLER MARINE: Allowed to Use Cash Collateral on Interim Basis -------------------------------------------------------------- Judge Karen K. Specie of the U.S. Bankruptcy Court for the Northern District of Florida authorized Miller Marine Yacht Services, Inc., to continue to use the cash collateral of the Estate of E.A. Drummond on an interim basis. The Debtor is authorized to use cash collateral for reasonable and customary expenses necessary to operate its business. Consequently, the Debtor will allow counsel for the Estate of E.A. Drummond, and its respective counsel and agents, free access to its books and records to insure that proper payments are being made for operating expenses, including payment such as electric and other utility bills, payroll, inventory purchases, insurance, maintenance and ordinary operating expenses and repairs. A full-text copy of the Order, dated April 10, 2017, is available at https://is.gd/NocJpc About Miller Marine Yacht Services Miller Marine Yacht Services, Inc., filed a Chapter 11 bankruptcy petition (Bankr. N.D. Fla. Case No. 17-50113) on March 31, 2017. The petition was signed by Willian M. Miller, president. The Debtor disclosed total assets of $3.3 million and total liabilities of $2.03 million. The Hon. Karen K. Specie presides over the case. The Debtor is represented by Charles M. Wynn, Esq. at Charles M. Wynn Law Offices, PA. MOBILDEDIRECT INC: Amended Disclosures OK'd; Plan Hearing on May 5 ------------------------------------------------------------------ Judge Benjamin P. Hursh of the U.S. Bankruptcy Court for the District of Montana approved MobileDirect, Inc.'s amended disclosure statement, dated Feb. 7, 2017. If objections are filed on the April 21, 2017 deadline, approval of the Debtor's amended plan of liquidation dated February 7, 2017, will not be considered on May 5, 2017, and the hearing will be limited to any objections to Debtor's amended disclosure statement. Hearing on the confirmation of the Debtor's amended plan of liquidation shall be held, on May 5, 2017, at 09:00 a.m., or as soon thereafter as the parties can be heard, in the bankruptcy courtroom, Russell Smith courthouse, 201 East Broadway, Missoula, Montana. April 28, 2017, is fixed as the last day for filing and serving written objections to confirmation of the Debtor's amended plan of liquidation, and for filing written acceptances or rejections of said plan. About Mobiledirect, Inc. MobileDirect Inc. filed a Chapter 11 petition (Bankr. D. Mont. Case No. 16-60596), on June 13, 2016. The petition was signed by Clyde Neu, Co-Founder and CFO. The case is assigned to Judge Ralph B. Kirscher. The Debtor is represented by Steve M. Johnson, Esq., at Church, Harris, Johnson and Williams, P.C. Anderson ZurMuehlen was employed as accountant to the Debtor. At the time of filing, the Debtor estimated assets at $0 to $50,000 and liabilities at $100,000 to $500,000. MONUMENT SECURITY: Wants Cash Access Until End of 2017 ------------------------------------------------------ Monument Security, Inc., filed a motion seeking authorization from the U.S. Bankruptcy Court for the Eastern District of California to continue until the end of 2017 using cash collateral in which Citibank, N.A., and the Internal Revenue Service may potentially assert interests. The Debtor intends to use cash collateral to pay expenses necessary to maintain its ongoing postpetition security services business and for the administration of its Chapter 11 case. A cash collateral order is already in effect but was set to expire on April 1, 2017. The Debtor, thus, sought a cash collateral order similar to the one already in effect through the remainder of the 2017 calendar year in accordance with the budget. The Debtor is not aware of any agreements in which it has pledged as collateral the cash, accounts receivables, or receipts of its business operations other that to Citibank, N.A., securing payment of two loans of the Debtor in the approximate amounts of $312,346 and $164,500. The amount of $164,500 is guaranteed by the Small Business Administration. In addition, the Debtor is not aware either, of any involuntary blanket liens on its assets, except the IRS' lien for taxes from 2014 and 2015 in the approximate amount of $680,000. The Debtor contends that the total liens secured by its cash and receivables is approximately $1,156,846, while its liquid assets, which includes accounts receivables, totaled approximately $1,948,372. As such, the Debtor alleges that an equitable cushion exists between its liquid assets and the security by over $791,526. The Debtor also contends that the IRS' lien is also encumbering the personal residence of its former CEO, and thus, there is approximately $400,000 in equity in that residence, after application of the homestead exclusion. Furthermore, the Debtor tells the Court that it has filed an Amended Monthly Operating Report for February, describing that some of the discrepancies on the initially filed First Monthly Operating Report resulted from the transitioning to the Debtor-In-Possession account from Bank of America and Citibank. In addition, the Amended Monthly Operating Report is now reconciled and Schedule H now matches with its Cash Receipts, Disbursements and Balance Sheet. Also the postpetition debts on Schedule A has been corrected. The Debtor also tells the Court that it is waiting for checks to clear out of the old accounts. A full-text copy of the Debtor's Motion, dated April 11, 2017, is available at https://is.gd/qhn2lr About Monument Security Monument Security, Inc. was formed in 1995, and operates a security services business in California, Nevada, Arizona, Colorado, Georgia, Florida, Indiana, Louisiana, Maryland, Missouri, New Jersey, New York, Ohio, Oregon, Texas, Utah, Washington, and Wyoming. It also subcontracts work to other security providers in Alaska, Arizona, New Mexico and North Carolina. The business had been successfully run by Scott McDonald for many years and regularly employs more than 1000 employees. Monument Security filed a Chapter 11 petition (Bankr. E.D. Cal. No. 17-20689) on Feb. 1, 2017. The petition was signed by Michael Bivians, CEO. At the time of filing, the Debtor disclosed total assets of $2.82 million and total liabilities of $3.11 million. The case is assigned to Judge Robert S. Bardwil. The Debtor is represented by Matthew R. Eason, Esq. and Kyle K. Tambornini, Esq., at Eason & Tambornini. MOSAIC MANAGEMENT: Unsecureds May Get Investment Trust Share ------------------------------------------------------------ Mosaic Management Group, Inc., et al., the Official Committee of Unsecured Creditors and the Official Committee of Investor Creditors filed with the U.S. Bankruptcy Court for the Southern District of Florida a disclosure statement dated April 12, 2017, referring to the joint plan of reorganization for the Debtors. Class 3 General Unsecured Claims are impaired by the Plan. Each holder of an Allowed General Unsecured Claim will have the option of electing one of these three treatments of its Allowed General Unsecured Claim by checking the appropriate box on its ballot, each of which will be treated as a vote to accept the Plan: (1) Option 1-Investment Trust Election. Holders of an Allowed General Unsecured Claim may, in full and final satisfaction of claim, exchange, transfer, and assign their respective Allowed General Unsecured Claims to the Investment Trust and thereby elect to become an Investment Trust Elector. In exchange for the contribution of the General Unsecured Claim to the Investment Trust, the Investment Trust Elector (A) will receive Investment Trust Shares in the Investment Trust equal to one Investment Share for every $1.00 of Investment Trust Elector's Allowed Class 3 Claim or Claims; (B) will be relieved of all payment obligations for Policy premiums and the servicing fees relating to the Policies due for periods from and after the Petition Date; and (C) will be subject to the Investment Trust's right of setoff for any unpaid Pre-Petition Default Amount. Consistent with Article 10.4 of the Plan, the Investment Trustee may set off from any Distribution called for on account of any Investment Trust Share an amount equal in value to any Prepetition Default Amount that any Debtor may hold against the holder of any Investment Trust Share. Each holder of an Allowed Class 3 Claim may elect the Investment Trust Election by making election on the ballot to be provided to the holders of Allowed Class 3 Claims entitled to vote to accept or reject the Plan; (2) Option 2-Cash-Out Election. Each holder of an Allowed Class 3 Claim may elect the Cash-Out Election on the holder's Class 3 Ballot and thereby elect to become a Cash-Out Elector. By making the Cash-Out Election, each Cash-Out Elector will first exchange, transfer, and assign their Allowed General Unsecured Claim to the Investment Trust and will receive one Investment Trust Share for every dollar of its Allowed General Unsecured Claim. Each Cash-Out Elector who makes the Cash-Out Election on their Class 3 Ballot will then sell, assign, and transfer their Investment Trust Shares to ASM and, in exchange, receive from ASM a lump-sum of cash within 10 days after the Effective Date equal to [x] for each $1.00 of the Cash-Out Elector's Allowed Class 3 Claim. In exchange, ASM will be assigned Investment Trust Shares in the Investment Trust equal to one Investment Share for every $1.00 of holder's Allowed Class 3 Claim or Claims acquired by ASM in the Cash-Out Election. Except for ASM, each holder of an Allowed Class 3 Claim who elects the Cash-Out Election will be subject to the Investment Trust's right of setoff for any unpaid Pre-Petition Default Amount. Each holder of an Allowed Class 3 Claim may elect the Cash-Out Election by making Cash-Out Election on the Ballot to be provided to the holders of Allowed Class 3 Claims entitled to vote to accept or reject the Plan; provided, however, that the Cash-Out Election is not available to any holder of an Allowed Class 3 Claim against whom the Debtors', whether individually or collectively, right to setoff exceeds the total amount of cash to be paid by ASM to the Cash-Out Elector; and (3) Option 3-Hybrid Election. Hybrid Election. Each holder of an Allowed Class 3 Claim may elect the Hybrid Election on the holder's Class 3 Ballot and thereby elect to become a Hybrid Elector. By making the Hybrid Election, each Hybrid Elector will first exchange, transfer, and assign their Allowed General Unsecured Claim to the Investment Trust and will receive one Investment Trust Share for every dollar of its Allowed General Unsecured Claim. Then, by making the Hybrid Election, each Hybrid Elector will (i) exchange, transfer, and assign 50% of the Hybrid Elector's Allowed Class 3 Claim to the Investment Trust for Investment Trust Shares as provided in Article 5.3(b)(1), and (ii) sell, assign, and transfer the remaining 50% of Hybrid Elector's Investment Trust Shares to ASM and, in exchange, receive from ASM a lump- sum payment in Cash in an amount equal to [X] for each $1.00 of 50% of the holder's Allowed Claim as provided in Article 5.3(b)(2) above. In exchange for the sale, assignment, and transfer of the Investment Trust Shares to ASM, ASM will be assigned Investment Trust Shares in the Investment Trust equal to one Investment Share for every $1.00 for 50% of the holder's Allowed Class 3 Claim or Claims acquired by ASM in the Hybrid Election. Except for ASM, each holder of an Allowed Class 3 Claim who elects the Hybrid Election will be subject to the Investment Trust's right of setoff for any unpaid Pre- Petition Default Amount. Each holder of an Allowed Class 3 Claim may elect the Hybrid Election by making election on the ballot to be provided to the holders of Allowed Class 3 Claims entitled to vote to accept or reject the Plan; provided, however, that the Hybrid Election is not available to any holder of an Allowed Class 3 Claim against whom the Debtors', whether individually or collectively, right to setoff exceeds the total amount of cash to be paid by ASM to the Hybrid Elector. For the avoidance of doubt, ASM will be assigned Investment Trust Shares equal to one Investment Share for every $1.00 up to the amount of each holder's Allowed Claim sold, assigned and transferred to ASM pursuant to the Option 2-Cash Out Election or Option 3-Hybrid Election. Any Allowed Class 3 Claims or portions thereof or Investment Trust Shares acquired by ASM will not be subject to the Debtor's or Investment Trust's rights of setoff. On the Effective Date, in accordance with, and subject to, the terms and conditions of the Exit Facility Documents, the Investment Trust will enter into the Exit Facility without the need for any further corporate action and without further action by the holders of Claims or Equity Interests. Consistent with Article 3.5 of the Plan, DIP Facility will be assumed, extended and restated with the proceeds of the Exit Facility, with terms and conditions to be negotiated that will be acceptable to the Plan Proponents and the Investment Trust. The proceeds issued or deemed issued under the Exit Facility will be used to (i) fund Distributions under the Plan, (ii) pay the Professional Claims and the Post Confirmation Administrative Claims in full in accordance with Article 3 of the Plan, (iii) fund other Distributions, costs, and expenses contemplated by the Plan, and (iv) fund general working capital and for general corporate purposes of the Investment Trust, subject to the terms of the Exit Facility Documents. The Investment Trust will be created upon entry of the Confirmation Order pursuant to the Investment Trust Agreement for the purpose of, inter alia, administering the Investment Trust Assets, pursuing Causes of Action, and making Distributions under the Plan. The Investment Trust will be created for the primary purpose of liquidating and collecting on assets transferred to it, with no objective to continue to engage in the conduct of a trade or business except to the extent reasonably necessary to, and consistent with, the liquidating purpose of the Investment Trust. The Estates will treat the transfer of Investment Trust Assets to the Investment Trust for all purposes of the Internal Revenue Code as a transfer to beneficiaries to the extent that the holders of Allowed Class 3 Claims are the beneficiaries of the Investment Trust. Accordingly, the transfer will be treated as a deemed transfer to the beneficiary-creditors followed by a deemed transfer by the beneficiary-creditors to the Investment Trust. The beneficiaries of the trust will be treated as the trust grantors and deemed owners of the Investment Trust. The Investment Trustee will file tax returns for the Investment Trust as a grantor trust in accordance with IRC Reg. Sec. 1.671-4(a). In addition, the Investment Trustee will provide for consistent valuation of property transferred to the Investment Trust and those valuations must be used for all federal income tax purposes by the Estates, the Investment Trust and the beneficiaries. The Investment Trustee will be responsible for making Distributions under the Plan after the Effective Date. In making Distributions under the Plan, the Investment Trustee will comply with all withholding and reporting requirements imposed by federal, state or local taxing authorities. All Distributions pursuant to the Plan will be subject to all applicable withholding and reporting requirements. The Trustee will distribute at least annually to the Investment Trust beneficiaries all of the Distributable Cash generated by the Investment Trust Assets during each calendar year; provided, however, that the Investment Trustee will first repay in kind all amounts owing to the Exit Lender under the Exit Facility Documents prior to any distribution of Distributable Cash. All distributions will be made in proportion to each Investment Trust Beneficiary's respective pro rata share. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/flsb16-20833-489.pdf About Mosaic Management Group Founded in 2001, Mosaic Management is a Nevada for-profit corporation conducting business in Palm Beach County, Florida. Prior to the Petition Date, Mosaic Management was a financial services organization that provided management oversight and administration services for portfolios of life insurance policies. Further, Mosaic Management provided services to clients in the secondary market of U.S. life insurance policies. Mosaic Alternative was established in the British Virgin Islands in 2003 under the name of Mosaic Caribe Ltd., with the model of promoting international sales of life settlement products to prospective investors. Effective Jan. 1, 2007, Mosaic Caribe changed its name to Mosaic Alternative Assets Ltd. Prior to the Petition Date, Mosaic Alternative was a distributor of fractional shares of life settlements outside the United States, with sales in at least 36 countries. Mosaic Alterative sought to provide policy-related investment vehicles and portfolio diversification by selling and servicing long-term investment products. Mosaic Management Group, Inc., and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 16-20833) on Aug. 4, 2016. The petitions were signed by Charles Thomas Ryals, president and chief executive officer. Judge Erik P. Kimball presides over the case. Mosaic Management Group estimated assets at less than $50,000 and liabilities at $50,000 to $100,000. Mosaic Alternative Assets Ltd. estimated assets at $50 million to $100 million and liabilities at $1 million to $10 million. The Debtors originally tapped Berger Singerman LLP as bankruptcy counsel. In September 2016, the Debtors hired Kristopher E. Aungst, Esq., and Angelo Castaldi, Esq., of Tripp Scott, P.A., as legal counsel. The Debtors also tapped Erwin Legal PLC, as special counsel; Longevity Asset Advisors, LLC as consultant and sales agent; GlassRatner Advisory & Capital Group, LLC, as financial advisors and accountants; and Ricoh USA, Inc., as electronic data consultant. Guy G. Gebhardt, Acting U.S. Trustee for Region 21, on Aug. 23, 2016, appointed creditors of Mosaic Alternative Settlements, Inc., to serve on the official committee of unsecured creditors. The MASI committee hired Furr and Cohen, P.A. as its legal counsel, and hire Genovese, Joblove & Battista, P.A., as special counsel. The Acting U.S. Trustee for Region 21 on Dec. 8, 2016, appointed creditors of Mosaic Alternative Assets, Ltd., to serve on the official committee of investor creditors. The Committee of Investor Creditors retains Bast Amron LLP as counsel. An official committee of unsecured creditors has not yet been appointed in the Chapter 11 cases of Mosaic Management Group Inc. and Paladin Settlements, Inc., as of Dec. 23, according to the case docket. MYOS RENS TECH: WithumSmith+Brown PC Raises Going Concern Doubt --------------------------------------------------------------- MYOS RENS Technology Inc. filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K, disclosing a net loss of $4.34 million on $327,000 of net revenues for the year ended December 31, 2016, compared to a net loss of $5.08 million on $159,000 of net revenues for the year ended December 31, 2015. WithumSmith+Brown, PC, in New Brunswick, N.J., states that the entity has suffered recurring losses from operations, and has an accumulated deficit, that raise substantial doubt about its ability to continue as a going concern. The Company's balance sheet at December 31, 2016, showed total assets of $5.96 million, total liabilities of $643,000, and a stockholders' equity of $5.32 million. A full-text copy of the Company's Form 10-K is available at: http://bit.ly/2p5rGZ8 MYOS RENS Technology Inc. is a bionutrition and biotherapeutics company. The Company is focused on the discovery, development and commercialization of products that improve muscle health and function essential for the management of sarcopenia, cachexia and degenerative muscle diseases, and as an adjunct to the treatment of obesity. MYOS is evaluating the modulation of myostatin. Its research is focused on developing strategies and therapeutic interventions to address muscle related conditions, including sarcopenia, cachexia, and inherited and acquired muscle diseases. The Company, through its subsidiary, holds the intellectual property pertaining to Fortetropin, which is a dietary supplement. NAUTILUS POWER: Moody's Rates $650MM Secured Credit Facilities B1 ----------------------------------------------------------------- Moody's has assigned a B1 rating to Nautilus Power, LLC's (Nautilus or Borrower or Project) $650 million senior secured credit facilities made up of a $575 million term loan B due in 2024 and a $75 million revolving credit facility due in 2022. The outlook is stable. Proceeds from the financing will be used to refinance the existing debt under the name of Essential Power LLC (Essential), which consists of a $489 million senior secured term loan B due in 2019, rated B1, and a $75 million senior secured revolving credit facility due in 2018, also rated B1. Proceeds will also be used to pay a $79 million distribution to the Sponsor as well as transaction fees and expenses. Once the new financing closes, the name of the Borrower is expected to change to Nautilus from Essential, and Moody's will withdraw the ratings on the existing Essential debt. The Project is owned by The Carlyle Group (Sponsor) and consists of a portfolio of six generation assets totaling 1,749 net MWs located in the PJM and ISO-New England (ISO-NE) markets. RATINGS RATIONALE The B1 rating and stable outlook reflects the cash flow and revenue stability expected over the next few years within the portfolio owing to Nautilus's reliance on capacity revenues sourced from auctions conducted within two of the most transparent and developed capacity markets in the country. Capacity prices have been set in PJM through May 2020 with the next auction for the 2020/21 capacity year scheduled for May 2017. Capacity prices in ISO-NE have been set through May 2021 as the auction for the 2020/21 capacity year was completed in February 2017. As a result, capacity revenues for the next three to four years have been determined through past capacity auctions, a credit positive that provides highly reliable cash flows during this period. Further, the Lakewood, Ocean Peaking and Rock Springs plants are located in EMAAC, the eastern region of PJM, which has historically benefited from higher capacity prices than the rest of PJM, due to capacity constraints in that region. The rating factors in the expectation of a completed refinancing, which extends the maturity of the term loan to 2024 from the current 2019 and extends the revolver to 2022 from 2018, lowering default risk and pushing out the refinancing risk. Moreover, there will be additional PJM and ISO-NE capacity auctions prior to the new maturity of the revolver and the term loan, which will provide visibility into cash flows over the term of the debt. The B1 rating also acknowledges the existence of support from the Sponsor as well as the operational oversight being provided by its affiliate, Cogentrix, who is considered a strong operator. The Carlyle Group purchased the portfolio last year from the previous owner, and at the time, made a significant equity investment in the portfolio. Carlyle's equity investment is being reduced by the debt-financed distribution being taken in the proposed refinancing. The B1 rating, therefore acknowledges Nautilus's recapitalization, which results in higher leverage to facilitate a $79 million distribution to the Sponsor and increases the debt to capitalization ratio to 70/30 after recapitalization from 60/40 at the time of the purchase. Notwithstanding the benefits to the portfolio from a capacity auction perspective, the B1 rating also recognizes Nautilus's position as a purely merchant generation portfolio that derives a significant portion of its gross margin and related cash flow from the sale of energy at market prices. In fact, Nautilus's projected financial metrics, such as its ratio of funds from operations to debt (FFO/debt), its debt service coverage ratio (DSCR), and importantly, the amount of debt that will be repaid via an annual sweep of excess cash flows are highly dependent on market conditions for the sale of energy and the purchase of fuel for the Project. The assumed operating profile of the plants, including their expenses for operations and maintenance as well as their capacity factors, are also key determinants of Nautilus's future cash flow. Expected Financial Performance The Sponsor's base case projections for energy, capacity, and fuel prices, as well as their assumptions for capacity factors, have been developed based on a fundamental analysis of the PJM and ISO-NE markets performed by ESAI Power LLC. Based on their assumptions, Nautilus's three-year average projected FFO/debt ratio is 12.1%, and its three-year average DSCR is 2.46 times. These financial metrics score right on the cusp of the ranges that separate a high-B from a low-Ba for these factors under Moody's Power Generation Project Methodology (the Methodology). In the Sponsors' case, 71% of the term loan is repaid from excess cash flow prior to its 2024 maturity date. By contrast, the Moody's base case, which incorporates more conservative assumptions about capacity prices after the period of known prices, and more conservative assumptions about natural gas prices, power prices and energy margins, results in lower financial performance. Moody's notes that year-over-year capacity auction prices have been volatile, with the most recent PJM auction (in May 2016) covering the 2019/2020 capacity year clearing at $119.77/MW-day in the EMAAC region of PJM, while the recent auction in ISO-NE covering the 2020/21 capacity year cleared at $5.30/kW-mo. Both outcomes were lower than the preceding two years. Under the Moody's case, Moody's projects Nautilus's three-year average FFO/debt ratio to be 11.0%, and its DSCR to be 2.32 times. These metrics, which cover the next three years of operation, are consistent with scores in the upper-end of the B range of the Methodology for these factors, and are fairly similar to the Sponsor's three-year average results owing to the Project's high reliance on known capacity revenues. However, the difference between each case widens after year 2020 owing to lower assumptions in the Moody's case for capacity and energy revenues beginning in 2021 and continuing thereafter. Factoring in Moody's assumptions, Moody's anticipates that 43% of the initial term loan balance would be repaid by its 2024 maturity, leaving 57% of the original face amount outstanding at the end of term, or about twice as much debt to be refinanced at maturity when compared to the Sponsor's case. Structural Considerations The lenders will benefit from traditional project financing features including a pledge of the assets and the Sponsor's ownership interests in the plants, a trustee administered cash flow waterfall of accounts, and a six-month debt service reserve that will be provided in the form of a letter of credit issued under the $75 million revolving credit facility. The terms and conditions of the proposed transaction structure contemplate one financial covenant, which is the maintenance of a minimum DSCR of 1.1 times. Nautilus may incur pari passu debt up to 4.50 times Net Debt to EBITDA calculated on a rolling four quarters basis. That said, the issuance of such incremental debt is subject to each rating agency's affirmation of its then existing rating after consideration of the proposed debt issuance. Debt will be repaid quarterly via a 1% scheduled amortization schedule. There will also be a mandatory annual cash sweep equal to the greater of 75% of excess cash after scheduled debt service and the amount necessary to meet the target debt balance. Rating Outlook The stable outlook acknowledges the good visibility that exists for capacity revenues into the 2020/21 time frame in ISO-NE and 2019/20 in PJM and factors in the expectation that the Nautilus assets will continue to be beneficiaries of these capacity revenues in subsequent auctions. The outlook further expects the assets to continue to operate consistent with their design capability, and that the Project meets financial projection expectations over the next several years. Factors that Could Lead to an Upgrade The rating could be upgraded should the Project produce more robust cash flow that exceeds Moody's expectations, allowing for repayment of the term loan faster than expected, and achieves sustained financial metrics commensurate with the Ba rating category. For example, this would mean that the ratio of FFO/debt is above 12.0% on a sustained basis. Factors that Could Lead to a Downgrade The rating and/or outlook could face downward pressure if the anticipated capacity revenues and energy margins are not realized. For example, the rating could come under pressure should the ratio of FFO/debt approach the middle single digits for an extended period. Given the stability and predictability of the cash flows afforded by known capacity prices in the early years of this financing, the rating and/or outlook could come under pressure if the Borrower failed to reach at least its target debt balance in the early years on a sustained basis. The rating and/or outlook could also face downward pressure if the portfolio of assets begins to experience recurring operating issues that hamper performance. The ratings are predicated upon final documentation in accordance with Moody's current understanding of the transaction and final debt sizing, projected cash flow and credit metrics that are consistent with current rating expectations. The principal methodology used in these ratings was Power Generation Projects published in December 2012. NE ILLINOIS UNIVERSITY: Moody's Cuts Rating on 2010/2012 COPs to B1 ------------------------------------------------------------------- Moody's Investors Service has downgraded to B1 from Ba2 the rating on Northeastern Illinois University's Series 2010 and 2012 Certificates of Participation (COPs). Moody's has also placed the rating under review for downgrade. The COPs, issued by the Board of Trustees of Northeastern Illinois University, are fixed rate and mature in 2028 and 2041, respectively. There is a total of approximately $32 million in rated COPs outstanding. The downgrade of the COPs to B1 reflects NEIU's continued rapid liquidity deterioration due to weakened cash flow caused in part by a protracted state budget impasse. With continued pressure on enrollment and sustained state funding uncertainty, the university has limited avenues by which it can improve its liquidity position over the medium term. The university is taking material actions to remain operational, including eliminating positions, furloughing employees, and canceling days of classes. The COPs have increasing credit risk due to the university's unsecured obligation to pay and its ability to terminate the installment contract absent legally available funds. The B1 favorably incorporates NEIU's market standing as a federally designated Hispanic-Serving Institution (HSI) and open-system University Financing System bonds (UFS) (not rated), broadening the reserves and revenue available for payment on the COPs. The review will focus on NEIU's exposure to the continuing state budget challenges given the failure of the state to adopt a budget for the current fiscal year and the resulting use of the university's own liquidity to bridge the funding shortfall. This includes an assessment of the university's projected liquidity and operating performance for the June 30, 2017 fiscal year-end, as well as contingency plans and other expense actions taken to cope with the shortfall in state operating appropriations. Also included in the review are budgeted FY 2018 operations and assumptions. Rating Outlook The rating is under review for further downgrade based on a highly uncertain state funding environment that is causing NEIU to make material expense reductions to remain operational. Considerable uncertainty around future state funding and enrollment contribute to the potential for continued severe liquidity depletion over the near term. Factors that Could Lead to an Upgrade Substantial and sustained liquidity growth, particularly with stabilization of state funding Material improvement in enrollment and net tuition revenue, leading to stronger operating performance Factors that Could Lead to a Downgrade Ongoing reductions in liquidity, further narrowing flexibility and raising risk of non-apppropriation of lease revenues for the COPS Sustained lower state appropriations, including on-behalf payments, or timing delays of direct funding disbursements materially harming operating performance Inability to stabilize enrollment or adjust expenses to balance operations Legal Security The Certificates of Participation (B1) are payable from both state-appropriated funds and from budgeted legally available funds of the university from sources other than state appropriations, including tuition and fees. While the COPs typically benefit from the breadth of revenue available to pay debt service, the lack of state appropriations and tightened operating budget weakens this structure. The COPs are payable from NEIU's broad budget and the obligation to pay can be terminated in the event that it does not receive sufficient state appropriations and the board determines the university does not have other legally available funds.The UFS bonds (unrated) are secured by the net revenues of the University Facilities System, with mandatory student fees and tuition revenues subject to the prior payment of operating and maintenance expenses of the system and only to the extent necessary. There is a rate covenant of 2.0 times coverage of maximum annual debt service and an additional bonds test. There is no debt service reserve fund, and any surplus revenue from the UFS system may be used to support any lawful purpose. Use of Proceeds Not applicable Obligor Profile NEIU is a regional comprehensive public university with multiple campuses in the Chicago metropolitan area. It is designated by the US Department of Education as a Hispanic-Serving Institution. Fall 2016, headcount enrollment was approximately 9,500 students. Methodology The principal methodology used in this rating was Global Higher Education published in November 2015. NOVA CHEMICALS: Moody's Affirms Ba1 CFR on Williams Partners Deal ----------------------------------------------------------------- Moody's Investors Service affirmed NOVA Chemicals Corporation's Ba1 CFR rating, following the announcement by the company that it signed a letter of intent to acquire certain ethylene plant assets from Williams Partners L.P. (Williams, Baa3 stable) for $2.1 billion in a debt-financed transaction. The transaction is subject to customary regulatory approvals and is expected to close in the third quarter of this year. The outlook on the ratings is maintained at stable. Issuer: NOVA Chemicals Corporation Affirmations: -- Corporate Family Rating, Affirmed Ba1 -- Probability of Default Rating, Affirmed Ba1-PD -- Senior Unsecured Regular Bond/Debenture, Affirmed Ba2 (LGD4) Withdrawals: -- Speculative Grade Liquidity Rating, Withdrawn, previously rated SGL-2 Outlook Actions: -- Outlook, Remains Stable RATINGS RATIONALE "The acquisition introduces a mix of positive and negative factors to NOVA's credit profile, but the impact is more likely to be a net positive over time," according to Joseph Princiotta, Senior Credit Officer at Moody's. "The acquisition expands NOVA's position in the ethylene chain and provides immediate regional and asset diversification, as well as a platform for future polyethylene expansion and exports. However, the deal increases leverage and comes at a time when the industry is expected to enter a weak cyclical period and when NOVA's free cash flow could be strained or negative. The deal is also likely to limit financial flexibility for additional growth projects over the medium term." The assets to be acquired consist of an 88.5% ownership interest in Williams's Geismar, Louisiana-based ethylene plant and a 100% ownership interest in the Williams Ethylene Hub in Mont Belvieu, Texas. The fully debt-financed transaction will increase debt by $2.1 billion to roughly $3.1 billion. However, the balance sheet has been under-levered so the leverage increases to a still comfortable level of 2.4x, including Moody's standard adjustments. Moreover, with cash balances of roughly $891 million, net debt is only 1.7x. The acquisition provides a modest but immediate source of diversification to NOVA's historically narrow asset profile consisting of its two large facilities in Joffre and Corunna, with the majority of NOVA's EBITDA historically concentrated at Joffre. Moreover, the acquired cracker provides a foothold into the important Gulf region as well as the potential for future investment in polyethylene and possibly an additional ethylene cracker longer term. The Williams cracker was originally built in 1968; despite the plant's age and storied history, it underwent considerable refurbishment and expansion from 2013-2015, which modernized much of its infrastructure and upgraded key ethylene process equipment. The acquisition of the Williams cracker comes on the heels of the recent announcement that NOVA and sister company Borealis AG (majority-owned by IPIC) had entered into a preliminary agreement to form a joint venture with Total Petrochemicals and Refining USA, Inc. ("Total") to construct a 1.0 million ton per year (TPY) ethylene cracker in Port Arthur, Texas and a 650 million TPY Borstar technology PE plant in Baytown, Texas. Costs to construct the project over the next four years would be shared by the partners, with start-up slated for late 2020. A final investment decision is expected in late 2017, pending NOVA's board and regulatory approvals and execution of definitive agreements. If NOVA proceeds with the JV project, combined with near-term cyclical weakness, Moody's would expect NOVA's free cash flow to be limited or negative, at least for the next two years. Moody's expects NOVA's earnings to come under pressure as new ethylene capacity in the US reduces operating rates and impacts margins for NA ethylene and PE producers, including NOVA. However, the impending trough is not expected to be as severe as historical troughs and margins are expected to bottom, probably in 2018 or 2019, at relatively healthy levels given the sustained NA feedstock advantage, Moody's added. NOVA's strong liquidity position reflects its $891 million in cash balances at December 31, 2016 and $800 million senior secured revolver maturing 2021. The revolving credit facility contains two financial covenants, a maximum debt to cash flow ratio of 3:1 and a maximum debt to capitalization ratio of 60%. As of December 2016, the company was well within compliance under its financial covenants. This facility also has a "springing release" of security upon an IG rating from either Moody's or S&P. Moody's would consider raising NOVA's rating to IG if NOVA exhibits reliable performance in operating the Williams ethylene cracker, continuing adherence to conservative balance sheet policies and strong liquidity, a resolution of the patent and E3 litigation with Dow Chemical that does not result in a significant increase in leverage, and evidence that the JV project, if pursued, has a capital expenditure profile that does not meaningfully deplete cash balances during the industry trough. Moody's would consider a downgrade if leverage is expected to sustainably exceed 3.0x, if free cash flow is negative for multiple quarters, or if liquidity is materially impaired as a result of the ethylene cycle or aggressive capital spending. The principal methodology used in these ratings was Global Chemical Industry Rating Methodology published in December 2013. NOVATION COMPANIES: Disclosures Okayed, Plan Hearing on May 31 -------------------------------------------------------------- Novation Companies, Inc., and its affiliates are now a step closer to emerging from Chapter 11 protection after a bankruptcy judge approved the outline of their plan of reorganization. Judge David Rice of the U.S. Bankruptcy Court for the District of Maryland on April 11 gave the thumbs-up to the disclosure statement after finding that it contains "adequate information." The order set a May 24 deadline for creditors to file their objections and a May 22 deadline to cast their votes accepting or rejecting the plan. A court hearing to consider confirmation of the plan is scheduled for May 31, 2017 at 10:00 a.m. The hearing will take place at the U.S. Courthouse, Courtroom 9D, 101 West Lombard Street, Baltimore, Maryland. About Novation Companies Novation Companies, Inc. and certain of its subsidiaries filed voluntary petitions for chapter 11 business reorganization in Baltimore, Maryland (Bankr. D. Md. Lead Case No. 16-19745) on July 20, 2016. The cases are assigned to Judge David E. Rice. In its petition, NCI lists assets of $33 million and liabilities of $91 million. As of the petition date, NCI and its subsidiaries have in excess of $32 million in cash, marketable securities and other current assets. Headquartered in Kansas City, Missouri, Novation Companies (otcqb: NOVC) -- http://www.novationcompanies.com/-- is in the process of implementing its strategy to acquire operating businesses or making other investments that generate taxable earnings. Prior to 2008, Novation originated, purchased, securitized, sold, invested in and serviced residential nonconforming mortgage loans and mortgage securities. At the height of its business, debtor NMI claims to have originated more than $11 billion annually in mortgage loans. After the Debtors ceased their lending operations and completed a sale of its servicing portfolio amidst the housing collapse in 2007, the Company has been engaged in the business of acquiring various businesses. The Debtors have five full-time employees and one part-time employee. The Debtors hired the law firms of Shapiro Sher Guinot & Sandler, P.A., and Olshan Wolosky LLP as co-counsel. The Debtors also hired Orrick, Herrington & Sutcliffe LLP as special litigation counsel; Holland & Knight LLP as Investment Company Act compliance counsel; and Deloitte Tax LLP as tax service provider. On August 1, 2016, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. On February 14, 2017, the Debtors filed a joint Chapter 11 plan of reorganization, which proposes to pay general unsecured creditors in full over one year. OIB LLC: Needs Cash Collateral to Fund Guayama Contract ------------------------------------------------------- OIB, LLC, seeks authorization from the U.S. Bankruptcy Court for the District of Puerto Rico to use its cash collateral. The Debtor intends to use the receivables to complete its contract with the Municipality of Guayama for the construction of the Guayama Soccer Stadium for $6,387,167. In addition, the Debtor will use cash collateral to pay all postpetition creditors providing services, work and materials, and such other expenses to enable the Debtor to propose a Plan under which any remaining administrative expenses, including U.S. Trustee's and professionals' fees will be paid in full. The Budget, which covers a 180-day period from the commencement of construction activity, shows that during that the Debtor will need to pay the following for the completion of the Guayama Contract: Contract Cost $2,451,184 U.S. Trustee's Fees $13,000 Professional Fees $75,000 ========== TOTAL $2,539,184 The Debtor tells the Court that the original completion date for the Guayama Contract was Nov. 12, 2016, but was extended to Jan. 22, 2017. However, due to Puerto Rico's unusual extended rainy season, the Debtor has been granted by the Municipality until July 29, 2017, to complete the Guayama Contract. Pursuant to the Payment and Performance Bonds, the Debtor and MAPFRE/Praico Insurance Company jointly and severally bound themselves to the Municipality of Guayama to pay for labor, materials, and equipment furnished for use in the performance of the Contract. MAPFRE/Praico asserts a security interest in all machinery, equipment, inventory, subcontracts and purchase orders; and all moneys retained and/or may be due or become due on account of any contract, or on any policy of insurance relating to any claims arising out of the performance of any contract, including, but not limited to claims under builder risk, fire, or employee dishonesty policies including premium refunds. However, the Debtor asserts that any amount claimed by MAPFRE/Praico should be equitably subordinated under Section 510 (c) of the Bankruptcy Code, to the claims of all other creditors in the Debtor's Chapter 11 case. The Debtor is indebted to Scotiabank de Puerto Rico in the approximate amount of $245,000, resulting from a Credit Agreement by and between SM Electrical Contractors, SE and the Debtor as Borrowers, and Scotiabank as Lender. Scotiabank asserts a security interest on the Debtor's accounts receivable, inventory, cash, deposit accounts, other trade assets, as well as all proceeds obtained therefrom. Considering that the amount of Scotiabank's prepetition claim against the Debtor and the value of the collateral guaranteeing Scotiabank's claim which is estimated to be approximately $4,541,404, the Debtor submits that the value of the collateral in itself, is adequate protection to Scotiabank. Furthermore, the Debtor contends that aside from the $839,977 currently due under the Guayama Contract, the Debtor also anticipates a final payment in the amount of $78,850 from Puerto Rico National Guard in relation to a completed contract for the modernization of Billeting Building No. 416 at Camp Santiago, Salinas, Puerto Rico, a cash flow of $1,591,513 upon the completion of the Guayama Contract, plus the retainage of $638,717 for a grand total of $3,149,056. The Debtor tells the Court that such projected amounts will just be enough to pay all postpetition payments due under the Guayama Contract, allow for its completion, and for the funding of a Plan, and further allow the Debtor to negotiate other construction contracts. The Debtor proposes to submit a report to Scotiabank and MAPFRE/Praico, on a monthly basis, as to the certifications collected on the Guayama Contract and those generated during the preceding month. A full-text copy of the Debtor's Motion, dated April 10, 2017, is available at https://is.gd/GpRZlC About OIB LLC OIB, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. P.R. Case No. 16-10122) on December 29, 2016. The petition was signed by Francisco J. Lasanta Morales, managing member. At the time of the filing, the Debtor disclosed $2.63 million in assets and $805,404 in liabilities. The case is assigned to Judge Edward A. Godoy. Charles A. Cuprill-Hernandez, Esq. at Charles A. Cuprill, PSC, Law Offices, is serving as counsel to the Debtor. RRC CPA Group, P.S.C., is the Debtor's financial consultant. OIB LLC: Wants to Use Scotiabank and National Guard Cash Collateral ------------------------------------------------------------------- OIB, LLC, asks the U.S. Bankruptcy Court for the District of Puerto Rico to authorize the use of cash collateral to complete the Public Works Contract Number 2016-000280 between the Debtor and the Municipality Guayama; pay all postpetition creditors providing services, work and materials, in reference thereto; and the Debtor being able to propose a Plan under which any remaining administrative expenses will be paid in full. Prior to the filing of its Chapter 11 Petition, the Debtor was involved in the construction of the Guayama Soccer Stadium for the Municipality of Guayama ("Municipality"), pursuant to Public Works Contract Number 2016-000280 between the Debtor and the Municipality, entered into on Oct. 9, 2015, for $6,387,167 ("Contract"). Payment and Performance Bonds Number 1301158001198 were issued by MAPFRE/Praico Insurance Co. on Oct. 7, 2015 ("Bonds"), each for the amount of the Contract. Under the Payment Bond, the Debtor and MAPFRE jointly and severally bound themselves, their heirs, executors, administrators, and assigns to the Municipality to pay for labor, materials, and equipment furnished for use in the performance of the Contract. On July 10, 2014, an adhesion Agreement of Indemnity was executed by HCM Construction Corp. and the Debtor as Principal, and SM Electrical Contractors, S.E., HCM Construction Corp., Francisco Lasanta Gonzalez and Sonia Morales Hernandez, Francisco J. Lasanta Morales and Gladybel Gorbea de Jesus, and Hector D. Costa Madera and Ana Beatriz Oliveras Perez as Indemnitors ("Indemnitors") of MAPFRE, MAPFRE Pan American Insurance Co., MAPFRE Preferred Risk Assurance Co., XL Reinsurance America Corp., Swiss Reinsurance America Corp., Swiss Reinsurance Corp., and/or Endurance Reinsurance Corporation of America as Surety. Under the Indemnity Agreement, the Principal and the Indemnitors, agreed to exonerate, hold harmless, and indemnify the Surety from and against all claims, demands, and liability for losses, costs, and expenses of whatsoever kind or nature, including court costs, counsel fees, costs of investigation, and from an against any all other such losses and expenses which the Surety may sustain due to (i) execution or having procured the execution of the Bonds; (ii) failure of the Principal or the Indemnitors to perform or comply with any of the covenants or conditions of the Indemnity Agreement; (iii) enforcement of any of the covenants or conditions of the Indemnity Agreement; (iv) performance of any investigation, obtaining or attempting to obtain a release, or recovering or attempting to recover loss or unpaid bond premium in connection with any Bond; and (v) prosecution or defense of any action or claim in connection with any Bond, whether the Surety, at its discretion, elects to employ its own counsel or permits or requires the Principal or the Indemnitors to make arrangements for the Surety's legal representations. On Sept. 17, 2014, MAPFRE recorded a UCC-1 Financing Statement at the Department of State of Puerto Rico with the Debtor as the debtor, covering all rights of the Principal, arising from the Indemnity Agreement. At the time of the filing of the Debtor's Chapter 11 petition, the Debtor was not in default under the Contract or under the Indemnity Agreement, and no claim under the Bonds had been made to MAPFRE or the Municipality for labor, materials, and equipment furnished for use or for the performance of the Contract. Consequently, MAPFRE's rights under the Bonds and the Indemnity Agreement and the resulting UCC-1 Statement had not become effective. As it appears from Schedule D to the Debtor's Chapter 11 petition, at the time of the filing of its Chapter 11 Petition, the Debtor owes Scotiabank de Puerto Rico $245,000 resulting from a Credit Agreement dated Feb. 8, 2016 by and between SM Electrical Contractors, SE and the Debtor as Borrowers and Scotiabank as Lender ("Credit Agreement"). The Credit Agreement consists of four credit facilities for a maximum original amount of $3,134,236, three of which pertain to SM, the Revolving Credit Facility for working capital pertaining to the Debtor ("Revolving Credit Facility"). The aggregate principal amount of the Revolving Credit Facility advances outstanding at any time were not to exceed the lesser of (i) $250,000 or (ii) the borrowing base formula set forth in Section 5.6 of the Credit Agreement. Pursuant thereto and as a guarantee of the Credit Agreement, on Feb. 18, 2016, Scotiabank recorded with the Department of State a UCC-1 Financing Statement, with the Debtor as debtor, covering the Debtor's accounts receivable, inventory, cash, deposit accounts, other trade assets, as well as all proceeds obtained therefrom. Prior to the filing of the Debtor's Chapter 11 proceedings, the Debtor was in the process of negotiating the renewal of the Revolving Credit Facility with Scotiabank, which was discontinued upon said filing for the reasons set forth below resulting from MAPFRE's acts, causing in the non-payment by the Municipality of the Debtor's certifications for payment under the Contract. Since October 2016, in good faith and foreseeing the possible need of some financial assistance to complete the Contract, the Debtor's principal, Francisco J. Lasanta, engaged in meetings and conversations with MAPFRE's representatives, including Roberto A. De Soto Lopez, MAPFRE's Assistant Vice-President – Surety Department which included Mr. Lasanta's disclosure that the Revolving Credit Facility would become due on Nov. 30, 2016 and that he would pursue conversations with Scotiabank's representatives for its renewal, which could not be assured. Under the Contract, the payments of the Debtor's certifications for work performed were made by the Municipality in joint checks to the Debtor and Scotiabank, and deposited by the Debtor in its account number ending in 8380 with Scotiabank pursuant to the Revolving Credit Facility. Instead of acting in good faith, on Nov. 9, 2016, Mr. De Soto, on behalf of MAPFRE, wrote to the Mayor of the Municipality, the Hon. Eduardo Cintron Suarez, directing the Municipality to issue any and all payments due under the Contract to MAPFRE, admonishing the Municipality that failure to do so could prejudice MAPFRE's interests "and result in serious legal consequences." MAPFRE's aforesaid acts resulted in the Municipality withholding the Contract payments due the Debtor under certifications number 10, 11, and 12, totaling $839,977, rendering it impossible for the Debtor to meet its obligations to its employees, suppliers and subcontractors necessary for the performance under and completion of the Contract, forcing the Debtor to file its Chapter 11 petition in order to seek relief from MAPFRE's actions and reorganize itself financially. It was not until after Dec. 29, 2016, and as result of MAPFRE's own actions in causing the payments due under the Contract to be stopped by the Municipality, that the following pre-petition claims by the Debtor's suppliers were made to MAPFRE, as of that date: (i) Puerto Rico Wire - $28,716; (ii) Carolina Building Material - $16,563; (iii) Steel Services & Supplies, Inc. - $6,636; (iv) Ventor, Corp. - $9,293; (v) Ace Construction - $1,615; (vi) Ace Forming Systems, Inc. - $388,986; and Z Electric - $999,700. Not content with the aforesaid, on Nov. 2, 2016, Mr. De Soto, on behalf of MAPFRE, proceeded to write to Col. Narciso Cruz, Construction and Facilities Management Office, also demanding the payment of $78,849, causing the National Guard to withhold the same to date. Since Feb. 8, 2016, the proceeds of the National Guard contract had been assigned as collateral guarantee to Scotiabank, the National Guard having been directed to make the disbursements thereunder in joint checks payable to the Debtor and Scotiabank. It is of particular importance to underscore that MAPFRE's payment bond number 1301148001353 as to the National Guard contract provides that in the event, which is the case, that the Debtor as Principal "will pay all persons or entities who have contracts directly with the Principal for labor, materials and equipment physically incorporated in the performance of the Contract (Claimant)," then MAPFRE's obligations thereunder "will be terminated." There are no claims of any nature whatsoever under the bond related to the National Guard contract, which of MAPFRE's knowledge. Both as to the Contract and the National Guard contract, MAPFRE had executed a subordination agreement for the payments due the Debtor thereunder to be made jointly to the Debtor and Scotiabank. For the aforesaid reasons, MAPFRE has no rights to any of the funds arising under either of the two contracts referred. Aside from the $839,977 currently due to the Debtor under the Contract and the $78,850 due by the National Guard, totaling $918,827, the completion of the Contract will provide a cash flow of $1,591,513, plus the retainage of $638,717 for a grand total of $3,149,056, which, considering the filing of the Debtor's Chapter 11 proceedings will be enough to pay all post-petition payments due under the Contract, allow for its completion, and for the funding of a Plan, allowing the Debtor to negotiate other construction contracts, free of the situation where it finds itself due to MAPFRE's actions. The original completion date for the Contract was Nov. 12, 2016, extended to Jan. 22, 2017. Due to Puerto Rico's unusual extended rainy season, the Debtor has been granted by the Municipality until July 29, 2017 to complete the Contract. The Debtor must be able to use the receivables, consisting of the funds arising from the payments by the Municipality under the Contract and the $78,850 due from the National Guard completed contract, ("Receivables"). Through the instant motion, the Debtor is requesting for the Court to authorize it to use the Receivables to complete the Contract, pay all post-petition creditors providing services, work and materials, in reference thereto, in order for the Debtor to do so, as well as, in this fashion, the Debtor being able to propose a Plan under which any remaining administrative expenses, including U.S. Trustee's and professionals' fees will be paid in full. The total amount of its request is $918,827. The amount of Scotiabank's prepetition claim against the Debtor is estimated at $245,000. The estimated value of the collateral guaranteeing Scotiabank's claim is approximately $4,541,404, plus the guarantees of Mr. Gonzalez and his spouse, Ms. Hernandez; Mr. Lasanta and his spouse, Ms. Gorbea de Jesus. Use of the Receivables requires carve-outs for U.S. Trustee and professional fees, which may be paid therefrom upon the entry of appropriate orders. The Budget covers a 180-day period from the commencement of construction activity and shows that during that period the Debtor will need to pay the following for the completion of the Contract: (i) Contract Cost - $2,451,184; (ii) U.S. Trustee's fees - $13,000; and (iii) Professional Fees - $75,000. The Debtor asks that an Order be entered granting leave to use the Receivables as indicated in the Budget. A copy of the Budget attached to the Motion is available for free at: http://bankrupt.com/misc/prb16-10122-11_54_Cash_OIB_LLC.pdf About OIB LLC OIB, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 16-10122) on Dec. 29, 2016. At the time of the filing, the Debtor disclosed $2.63 million in assets and $805,404 in liabilities. The petition was signed by Francisco J. Lasanta Morales, managing member. The case is assigned to Judge Edward A. Godoy. OLIGARCH CAPITAL: Has Interim Authorization to Use Cash Collateral ------------------------------------------------------------------ Judge Maureen A. Tighe of the U.S. Bankruptcy Court for the Central District of California has issued an Order authorizing Oligarch Capital, LLC for an interim use of cash collateral up to April 3,2017. The Debtor is authorized to use rents or accounts receivable generated from the property located at 4545 Auckland Street, Toluca Lake, CA 91602 for the following monthly expenses: Property Insurance: $92 Gardener: $100 Utilities: 400 However, the Debtor is not authorized to use cash collateral for its monthly cable or pool expense. A full-text copy of the Order, dated April 11, 2017, is available at https://is.gd/rHCfkj About Oligarch Capital LLC Oligarch Capital LLC filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 17-10012), on January 3, 2017. The petition was signed by Avis Copelin, managing partner. The case is assigned to Judge Maureen Tighe. The Debtor is represented by George J. Paukert, Esq., at the Law Offices of George J. Paukert. 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 has no unsecured creditors. ONE BLOW DRY: Case Summary & 7 Unsecured Creditors -------------------------------------------------- Debtor: One Blow Dry Bar, Inc. 116 Broad St Red Bank, NJ 07701-1962 Case No.: 17-17664 Business Description: The Company is a small business debtor as defined in 11 U.S.C. Section 101(51D). The Debtor leases a property from ADK Management LLC located at 116 Broad Street, Red Bank, NJ 07701 with a rental of $4,650.00/month. Chapter 11 Petition Date: April 17, 2017 Court: United States Bankruptcy Court District of New Jersey (Trenton) Judge: Hon. Kathryn C. Ferguson Debtor's Counsel: Pasquale Menna, Esq. THE MENNA LAW FIRM 151 Bodman Place, Ste. 300 Red Bank, NJ 07701 Tel: (732) 383-8445 Fax: (732) 383-8274 E-mail: PMenna@mennalaw.com Total Assets: $0 Total Liabilities: $2.11 million The petition was signed by Aurelio Ventrella, Jr., president. A copy of the Debtor's list of seven unsecured creditors is available for free at: http://bankrupt.com/misc/njb17-17664.pdf OUTER HARBOR: Panel Wants Probe on $25MM in Prepetition Transfers ----------------------------------------------------------------- Vince Sullivan, writing for Bankruptcy Law360, reports that the unsecured creditors committee of Outer Harbor Terminal, LLC, said that they need to conduct a probe on $25 million in transaction made in the year before the Debtor filed for bankruptcy in February 2016 and asked to have its motion heard on a shortened timeline. The Committee says that it is operating on a very limited timeframe imposed upon it unilaterally by Debtor before the Committee was even formed. The Committee states that it has a duty to the unsecured creditors to investigate the Debtor's prepetition transfers to insiders, all claims made against the estate by insiders, and the validity and extent of the Kawasaki claim. The Committee says it needs to force cooperation from an obstructionist Debtor. According to the Committee, The Debtor is engaging in obstructionist behavior: a. the Debtor prepared and filed a motion near the beginning of its case that granted a release to insiders of any claim the Debtor may hold against them. This motion and the order entered thereon gave a Committee 60 days from its formation to investigate, analyze, and commence insider avoidance actions, if any exist, or be forever barred from bringing those actions. This motion and order were prepared unilaterally by the Debtor over 11 months before the Committee was even formed; b. despite expressing that it would not file a plan of reorganization until June 2017, the Debtor suddenly prepared and filed a plan in February 2017 very shortly after the Committee was appointed. The Debtor then immediately moved for conditional approval of the plan so it could begin soliciting acceptances before Committee counsel was even confirmed. This demonstrates how the Debtor is trying to rush a plan through before the Committee could get its bearings and analyze the Debtor's past dealings; c. when the Committee was formed and started requesting documents from the Debtor to investigate insider transactions, as is the Committee's duty under the Bankruptcy Code, the Debtor unreasonably insisted that the order giving the Committee 60 days to investigate and commence actions against insiders actually cut off all parties' rights 75 days after the order was entered – nine months before the Committee even existed; d. the Debtor's proposed plan -- that it is trying to push through without any opportunity for the Committee to fully understand its implications -- acts to reinforce or even expand the releases given to insiders. The Committee says that the Debtor's actions make the Committee very suspicious that the Debtor is trying to hide something. The Debtor is clearly working to prevent the Committee from learning about something until it is too late for the Committee to act. Given the $25 million in transfers to insiders in the year prior to bankruptcy alone, not including the transfers in the three years prior that are also potentially recoverable, whatever the Debtor is hiding could have enormous implications. The Committee states, "It is vital that the Debtor be compelled to turn over the documents and information that it is unreasonably withholding from the Committee so the Committee can do its duty to the creditors and ensure that any valid causes of action are uncovered and fully litigated. Given the short time frames established by the Debtor, the documents must be turned over to the Committee as soon as possible so that it can fulfill its duties before the Debtor is able to impose additional deadlines or foreclose the Committee from taking action altogether, which it is clearly attempting to do." A copy of the Committee's request is available at: http://bankrupt.com/misc/deb16-10283-607.pdf HHH Oakland, Inc., is objecting the Committee's request, saying that the exigent circumstances cited by the Committee are of the result of the Committee's own making. HHH Oakland was first contacted by counsel for the Committee on March 23, 2017, two months after the Committee's appointment, seeking a meet and confer respecting "required discovery" the Committee sought to undertake relative to potential claims of the estate against the parties released under the DIP Facility and Final DIP Order. The creditors on the Committee solicited the U.S. Trustee's office to form the Committee. HHH Oakland says that it is unknown when the request was made, however, one would think that those creditors and their professionals would have had a strategy in mind at the time they solicited the appointment of a committee in this case and would have acted with due haste immediately upon appointment of the Committee. The Committee is seeking to investigate transactions disclosed in the Debtor's schedules and statements that were filed in the case on March 4, 2016, over a year ago. The individual creditors on the Committee and their professionals had 75 days following the commencement of the case to inquire and investigate the transactions, and now as the Committee, even under the Committee's incorrect reading of Investigation Period, they had the last 60 days to investigate what has been of public record since March 4, 2016. "This Court should not countenance the Committee's lack of diligence and the Court should certainly not permit the Committee to waste the funds available for distribution to creditors by incurring expenses and incurring postpetition indemnification obligations of the estate to the targets of the Committee's investigation with respect to claims and causes of action that have been released," HHH Oakland states. A copy of the Objection is available at: http://bankrupt.com/misc/deb16-10283-613.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. OVERTON & OGBURN: Can Continue Using Cash Collateral Until July 31 ------------------------------------------------------------------ Judge David E. Rice of the U.S. Bankruptcy Court for the District of Maryland has authorized Overton & Ogburn Associates, Inc., to use cash collateral through July 31, 2017. The Debtor is authorized to use cash collateral to pay the monthly obligation on the First Note in the amount of $11,198 and the Second Note in the amount of $2,456, including quarterly fees owed to the Office of the U.S. Trustee in an amount to be determined each quarter. The Court previously entered a Consent Order with First National Bank of Pennsylvania, authorizing interim use of cash collateral, and a Stipulation and Consent Order extending the use of Cash Collateral through October 31, 2016. First National Bank of Pennsylvania sold its secured claims to JTS Capital 2 LLC. The Debtor has represented that JTS Capital has agreed to continue the existing cash collateral arrangements as reflected in the Interim Order and in the Extension Order. JTS Capital is granted a replacement lien on all prepetition and postpetition real and personal property of the Debtor of any nature whatsoever. To the extent that the protections granted to JTS Capital are insufficient to provide adequate protection for its interest in the cash collateral, JTS Capital will be permitted to assert a claim against the Debtor having priority over all administrative expenses of any kind, with the exception of the quarterly payments to be made to the Office of the U.S. Trustee, including the administrative expenses set forth in 11 U.S.C. Sections 503(b) and 507(b). In addition, the Debtor agrees to: (a) Maintain adequate fire, hazard and other insurance with respect to the Commercial Property. All such policies will name JTS Capital as an additional loss payee and insured. Subject to approval from the Court, all insurance proceeds payable from any such insurance policies will be placed in escrow subject to further agreement between JTS Capital and the Debtor. (b) Pay all postpetition taxes, assessments and other public charges attributable to the Commercial Property when due. (c) Timely file the Debtor's Monthly Operating Report, which will include a current detailed aging of the accounts receivable with respect to the rents derived from the leases, now or hereafter existing, for all or a portion of the Commercial Property. (d) Provide JTS Capital with such financial information and support documentation regarding the rents and/or payment of any expenses on the Budget. (e) Maintain current, good and complete books and records, including bank statements and cancelled checks, and make those books and records available to the JTS Capital's representatives and/or auditors for inspection and copying. (f) Provide JTS Capital with such other and further financial information relating to the Debtor. A full-text copy of the Order, dated April 11, 2017, is available at https://is.gd/7edqpV About Overton & Ogburn Associates Overton & Ogburn Associates, Inc., is a Maryland Corporation formed in 1976 with its principal office at 4626 Annapolis Road, Bladensburg, Maryland 20781. It is owned by John A. Overton. It is licensed to handle construction projects in the Commonwealth of Virginia and also owns a parcel of real property, commonly known as 909 Baltimore Boulevard, Westminster, Carroll County, Maryland 21157, improved by an office building. Overton & Ogburn Associates filed a Chapter 11 petition (Bankr. D. Md. Case No. 16-14029) on March 29, 2016. The petition was signed by John Overton Jr., president. The case is assigned to Judge David E. Rice. At the time of filing, the Debtor had both assets and liabilities estimated at $1 million to $10 million. The Debtor engaged Alan M. Grochal, Esq., at Tydings & Rosenberg, LLP, as counsel. The Debtor has retained Lee & Associates Chesapeake Region, LLC as sales and leasing agent. PANDA TEMPLE: Case Summary & 30 Largest Unsecured Creditors ----------------------------------------------------------- Affiliated debtors that filed separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Panda Temple Power, LLC 17-10839 5001 Spring Valley Road Ste. 1150 West Dallas, TX 75244 Panda Temple Power Intermediate 17-10840 Holdings II, LLC Type of Business: Panda Temple's main asset is the Panda Temple I Generating Station, a clean, natural gas-fueled, 758-megawatt combined-cycle electric generating facility located in Temple, Texas. The Temple I Project utilizes advanced emissions-control technology, making it one of the cleanest natural gas-fueled power plants in the United States. Employing "quick start" turbines, which can achieve 50% power production in 10 minutes and a full baseload capacity in 30 minutes, the Temple I Project can supply the power needs of up to 750,000 homes. Chapter 11 Petition Date: April 17, 2017 Court: United States Bankruptcy Court District of Delaware (Delaware) Judge: Hon. Laurie Selber Silverstein Debtors' Attorneys: John H. Knight, Esq. Paul N. Heath, Esq. Brendan J. Schlauch, Esq. Christopher M. De Lillo, Esq. RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King St. Wilmington, Delaware 19801 Tel: 302-651-7700 Fax: 302-651-7701 E-mail: knight@rlf.com heath@rlf.com schlauch@rlf.com delillo@rlf.com - and - Keith A. Simon, Esq. Annemarie V. Reilly, Esq. LATHAM & WATKINS LLP 885 Third Avenue New York, New York 10022-4834 Tel: 212-906-1200 Fax: 212-751-4864 E-mail: keith.simon@lw.com annemarie.reilly@lw.com Debtors' Financial Advisor: DUCERA PARTNERS LLC Debtors' Claims & Noticing Agent: PRIME CLERK LLC Estimated Assets: $100 million to $500 million Estimated Debt: $100 million to $500 million The petitions were signed by Anuradha Sen, senior vice president, head of finance. Debtors' Consolidated List of 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Wilmington Trust N.A. Deficiency Claim $60.3 million P.O. Box 8955 Bank Debt Wilmington, DE 19899-8955 Milbank, Tweed, Hadley & Mcloy LLP 1 Chase Manhattan Plaza New York, NY 10005 Tel: (212) 530-8750 Siemens Energy Inc. Trade Debt $770,244 4400 Alafaya Trail Orlando Florida 32826-2399 Jason Blyte Tel: (972) 621-5694 Energy Transfer Partners, LP Trade Debt $575,025 P.O. Box 951439 Dallas, TX 75395-1439 Mark Varela Tel: (210) 870-2704 Houston Pipe Line Company LP Trade Debt $389,349 1300 Main St. Houston, TX 77002 Tina Valadez Tel: (713) 989-2342 Haynes and Boone LLP Professional $244,536 Services City of Temple Utility $124,229 Oasis Pipeline Trade Debt $121,558 T.P.I.S. Industrial Services, LLC Trade Debt $116,179 Austin Crane Services Trade Debt $82,270 Evoqua Water Technologies, LLC Trade Debt $76,706 Vinson Process Controls Company, LP Trade Debt $75,313 BDO USA, LLP Professional $71,519 Services Preferred Industrial Contractors Trade Debt $54,752 Groome Industrial Service Group Trade Debt $53,476 ENCOA Utility $53,114 Nalco Company Trade Debt $48,912 Airgas Specialty Products Trade Debt $27,644 ETC Katy Pipeline Trade Debt $20,222 Securitas Security Services USA Inc. Trade Debt $18,612 White & Case LLP Professional $17,513 Services Firetrol Protection Systems, Inc. Trade Debt $15,741 ALS Consulting LLC Trade Debt $15,000 Evans Enterprises, Inc. - OKC Trade Debt $14,357 Panther Pipeline Trade Debt $14,117 Sunstate Equipment Co. LLC Trade Debt $13,203 HAM & McCreight Supply Inc. Trade Debt $11,916 Email: benham@hmsupply.org Rabroker Trade Debt $10,715 Atmos Energy Corporation Trade Debt $10,000 Johnson Oil Company Trade Debt $9,438 McMaster-Carr Supply Company Trade Debt $8,891 PAROLE BESTGATE: Wants to Use Elizon DB Cash Collateral ------------------------------------------------------- Parole Bestgate, LLC, asks the U.S. Bankruptcy Court for the District of Maryland to authorize it to use the cash collateral of lender Elizon DB Transfer Agent, LLC, from April 1, 2017 through Sept. 30, 2017 to operate its business. The Debtor entered into a certain loan agreement in favor of Allstate Life Insurance Co. predecessor-in-interest to the Lender ("Prepetition Agreement"). The Lender asserts that the aggregate outstanding secured indebtedness owed pursuant to the Prepetition Agreement was $6,946,849 as of Oct. 15, 2016, plus accrued interest and attorneys' fees ("Prepetition Indebtedness"). As security and collateral for the repayment of the Prepetition Indebtedness, the Debtor granted to the Lender a certain payment guaranty ("IDOT Guaranty") which is secured by, among other things, an Indemnity Deed of Trust, Assignments of Leases, Rents and Contracts, Security Agreement and Fixture Filing ("Prepetition Collateral"), which generally includes substantially all of the Debtor's assets. The Debtor does not have any currently available source of funds other than the Cash Collateral with which to operate its business. The Debtor and the Lender have negotiated a cash collateral agreement ("Consent Order"). The Debtor asks entry of the Consent Order. Under the Consent Order, the Debtor will be permitted to use such Cash Collateral in accordance with the Budget that sets forth an itemization of the Debtor's cash needs for a period of time commencing April 1, 2017 and expiring on Sept. 30, 2017 but only for the purposes and in the amounts provided in the Consent Order. The 6-month Budget contemplates total income in the amount of $359,892 and $228,959 in total expenses. As adequate protection to the Lender for the use of Cash Collateral, the Consent Order grants to the Lender: (i) continuing liens and security interests in the Pre-petition Collateral on the same terms and conditions provided under the Pre-petition Agreements; and (ii) replacement liens and security interests in and against all property that would have constituted Pre-petition Collateral but for the commencement of these cases generated or acquired on and after the Petition Date; and (iii) certain Post-petition liens. All Cash Collateral shall be held and maintained in the Debtor's DIP account, pursuant and subject to the terms of the Consent Order. The Debtor submits that the entry of the Consent Order is in the best interests of its creditors and the estate. Most importantly, the Order will enable the Debtor to have immediate access to the funds required during the pendency of this Chapter 11 proceeding. Absent immediate access to such funds, the Debtor would be unable to pay its current operating expenses, would be forced to terminate employees, and would be left with no choice but to seek relief under Chapter 7. The Debtor believes the Consent Order represents a fair and reasonable arrangement for the use of Cash Collateral. A full-text copy of the Debtor's Second Motion, dated April 11, 2017, is available at https://is.gd/KcWzAb About Parole Bestgate LLC Parole Bestgate LLC owns and operates a commercial office building located in Annapolis, Maryland. James Joseph Sokolis filed an involuntary Chapter 11 petition against Parole Bestgate (Bankr. D. Md. Case No. 16-11840) on Feb. 17, 2016. On March 29, 2016, the Court entered an Order for relief in the Chapter 11 case. The case is assigned to Judge David E. Rice. The Debtor is represented by Michael J. Lichtenstein, Esq., and Megan A. Raker, Esq., at Shulman, Rogers, Gandal, Pordy & Ecker, P.A., of Potomac, Maryland. PAWN AMERICA: Wants to Use TBK Bank Cash Collateral --------------------------------------------------- Judge Robert J. Kressel will convene a hearing on April 14, 2017, at 1:00 p.m., to consider the motions of Exchange Street, Inc., Pawn America Wisconsin, LLC, and Pawn America Minnesota, LLC for an expedited hearing and on the portion of each motion seeking an interim order authorizing their use of cash collateral. Judge Constantine will convene a hearing on May 12, 2017 at 9:30 a.m. to consider the portion of the motions seeking a final order authorizing their use of cash collateral. Given the expedited nature of the relief sought in the proposed interim order, the Debtors do not object to written responses being served and filed up to two hours prior to the hearing. Any response to the Motion for a final order must be filed no later than May 5, 2017. TBK Bank, SSB ("Secured Party") may hold a security interest in the cash collateral sought to be used by the Debtors. The collateral securing the Secured Party's debt of approximately $10,525,000 is (i) accounts receivable (i.e., pawn loans and pawn service charges), and (ii) inventory. As of the Petition Date the Debtors estimate that the value of collateral securing the Secured Party's debt was $18,077,504. As of April 14, 2017 (interim relief hearing), they estimate that the value of the collateral will be $18,078,468. As of May 12, 2017 (the final hearing date) the value of the collateral is projected to be $18,557,984. The Debtors require the use of cash collateral to operate. Without the necessary funds to pay employees, purchase inventory, and meet other ongoing operational expenses as outlined in the Budget during the Interim Period, the Debtors' operations will suffer and be placed at risk of shutting down, resulting in the potential loss of employment for hundreds of individuals currently working for the Debtors and significant risk to unsecured creditors. The Debtors have a limited amount of cash on hand, but will generate cash from ongoing operations. As set forth in the Budget, the Debtors project that such cash will be sufficient to fund Chapter 11 administrative expenses, including postpetition operating expenses, while maintaining a significant "equity cushion" for the Secured Creditor. The Budget reflects total sources of cash in the sum of $4,811,257 and $5,032,111 in total cash disbursements for the period starting April 12, 2017 through May 12, 2017. The Debtors propose to grant the Secured Party a replacement lien in any new assets, and accounts receivable generated from the use of cash collateral, with the same priority, dignity, and validity as its prepetition security interest as adequate protection. The Debtors' proposed use of cash collateral, the "equity cushion," and the adequate protection offered provide the secured creditors with adequate protection against the risk of the Debtors' use of the cash collateral. The Debtors propose to use the cash to continue its operation until a plan of reorganization can be confirmed. This will greatly enhance the value of the Debtors and their estates. The Budget demonstrates that through the use of cash collateral, the Debtors will be able to continue operations and work towards a successful reorganization. Prior to the hearing on the Motion, and in settlement of one or more of the matters raised in the Motion, the Debtors may enter into a stipulation or agreed order with the Secured Party concerning the use of cash collateral, adequate protection, and other related matters. In the event that the Debtors enter into any such stipulation, it will seek approval of the stipulation without further notice or hearing pursuant to Bankruptcy Rule 4001(d)(4), and the Debtors gave notice of intent to seek approval of any such stipulation. The Debtors ask the interim relief on an expedited basis as cause exists to reduce the notice of the Motion. Expedited relief is necessary to allow the Debtors to have immediate access to cash to operate during the interim period. Without the funds under the interim use of cash collateral as proposed, the interests of creditors and others in the case will be immediately and irreparably harmed. A copy of the Budget attached to the Notice is available for free at: http://bankrupt.com/misc/mnb17-31147_8_Cash_Exchange_Street.pdf About Pawn America Founded in 1991, Pawn America -- http://www.pawnamerica.com/-- is engaged in the business of retail sale of used merchandise, antiques, and secondhand goods. It currently operates 24 stores in Minnesota, Wisconsin, South Dakota, and North Dakota and employs more than 500 people. The Company also founded and operates Payday America, CashPass and MyBridgeNow. Pawn America Wisconsin, LLC (Case No. 17-31146); Pawn America Minnesota, LLC (Case No. 17-31145); and Exchange Street, Inc. (Case No. 17-31147) each filed petitions for relief pursuant to chapter 11 of Title 11 of the United States Code with the U.S. Bankruptcy Court for the District of Minnesota. The Debtors filed for Chapter 11 to preserve the going concern value of the businesses. The Debtors said the bankruptcy process will allow them to assess their collective footprint and thereby eliminate unprofitable stores and move forward with a strengthened business through a plan of reorganization. Stinson Leonard Street LLP is serving as counsel to the Debtors, with the engagement led by Robert T. Kugler, Esq., Edwin H. Caldie, Esq., Phillip J. Ashfield, Esq., and Andrew J. Glasnovich, Esq. PHILADELPHIA ENTERTAINMENT: $50M Casino Fee Ruling Affirmed ----------------------------------------------------------- Dan Packel, writing for Bankruptcy Law360, reports that U.S. District Judge Joseph Leeson Jr. has affirmed U.S. Bankruptcy Judge Magdeline D. Coleman's ruling that stopped a bid by Philadelphia Entertainment & Development Partners LP of a failed Foxwoods casino project in Philadelphia to recover a $50 million casino licensing fee paid to the state. Judge Leeson said that Judge Coleman had appropriately concluded that the Pennsylvania Gaming Control Board's action did not qualify as a fraudulent transfer, Law360 relates. About Philadelphia Entertainment Philadelphia Entertainment and Development Partners, L.P., filed a Chapter 11 bankruptcy petition (Bankr. E.D. Pa. Case No. 14-12482) on March 31, 2014. Brian R. Ford, as authorized signatory, signed the petition. The Debtor estimated assets of at least $10 million and liabilities of at least $50 million. Judge Magdeline D. Coleman oversees the case. DLA Piper LLP (US) serves as the Debtor's counsel. The Effective Date of its First Modified Chapter 11 Plan of Liquidation occurred on Aug. 18, 2014. The bankruptcy judge, on July 28, 2014, had confirmed the Plan dated as of March 10, 2014; as modified on May 27. PIONEER ROOFING: Has Until June 5 to Use H&B Cash Collateral ------------------------------------------------------------ Judge Brian F. Kenney of the U.S. Bankruptcy Court for the Eastern District of Virginia authorized Pioneer Roofing Systems, Inc. to use the cash collateral of Burker & Herbert Bank & Trust Co. ("B&H") on an interim basis through June 5, 2017, to pay suppliers and wages, purchase inventory and otherwise to operate its business. A hearing on the Motion was held on April 11, 2017. The Debtor may not use cash collateral, during the time period covered by the Budget, in excess of the line item amount(s) of projected expenditures shown on the Budget. The Budget covers the time period from April 11, 2017 through June 4, 2107. The authorization to use cash collateral will terminate at the earlier of (i) June 5, 2017 at 5:00 p.m. or (ii) the occurrence of an Event of Default under the Order. The Budget reflects total billing in the amount of $973,501 and $750,869 in total receipts for the period April 11, 2017 through June 4, 2107. All the terms of the prior order regarding use of cash collateral, Dkt. # 29, 47, 83, 93, 11, 127, 134, 148, 152, 160, 190 and 206, will remain in full force and effect, including all provisions for adequate protection and replacement liens, and except as expressly modified. With the consent of H&B, the Court authorized the Debtor to make net payroll on each Friday and the Withholding tax payments the next Wednesday when due. The matter is continued for further hearing on the Debtor's motion for use of cash collateral to 11:00 a.m. on June 6, 2017. A copy of the Budget attached to the Twelfth Order is available for free at: http://bankrupt.com/misc/vaeb15-13518_210_Cash_Pioneer_Roofing.pdf About Pioneer Roofing Systems Pioneer Roofing Systems, Inc., a Virginia corporation, sells and installs roofing systems in the Mid-Atlantic Region. Stephen R. Wann, president and 100% shareholder, has operated the Debtor for the last 35 years. The Debtor's office is located at 7211-C Telegraph Square Drive, Lorton, Virginia. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 15-13518) on Oct. 8, 2015. The petition was signed by Stephen R. Wann, president. The case is assigned to Judge Brian F. Kenney. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of $1 million to $10 million. PRINCE INTERNATIONAL: S&P Affirms 'B-' CCR; Outlook Stable ---------------------------------------------------------- S&P Global Ratings said it revised its outlook on Houston-based Prince International Corp. to stable from negative. At the same time, S&P affirmed its 'B-' corporate credit rating on the company. S&P also affirmed its 'B-' issue-level rating on the company's senior secured notes due 2019. S&P's recovery rating on the notes remains '4', indicating its expectation for average (30% to 50%; rounded estimate: 45%) recovery in the event of a payment default. "The stable outlook reflects our expectation that conditions in Prince's weaker-performing end markets (specifically oil and gas and steel) will improve further in 2017 and 2018," said S&P Global Ratings credit analyst Michael Maggi. "As such, we expect the company will maintain adequate liquidity and produce adjusted debt to EBITDA between 6.5x and 7x by year-end 2017, with modest improvement to between 6x and 6.5x in 2018. In addition, we expect EBITDA interest coverage to remain at or slightly above 1.5x over this period." S&P could lower the ratings over the next 12 months if Prince's liquidity deteriorated such that S&P viewed it to be less than adequate or if credit measures were to weaken to levels where adjusted EBITDA interest coverage were sustained below 0.75x. This could occur if the recent improvement in industry conditions were to reverse, leading to weaker operating performance and lower margins, likely with adjusted debt to EBITDA above 12x for a prolonged period. This would likely cause the company to increase its borrowings under its revolving credit facility, which could negatively affect liquidity and may cause S&P to view Prince's capital structure as unsustainable over the long-term. Separately, S&P could revise the outlook to negative if Prince's adjusted debt to EBITDA approached 10x and EBITDA interest coverage fell below 1.25x on a sustained basis or as the company's 2019 maturities draw nearer. S&P views an upgrade over the next 12 months as unlikely given Prince's vulnerable business risk profile, expected credit measures, and financial sponsor ownership. However, if the company were able to materially increase its overall size and scale and/or improve its profitability in a leverage-neutral manner, S&P could take a positive rating action. Separately, an upgrade would likely be predicated upon a commitment from Prince's sponsor to maintain leverage below 5x on a sustained basis. PUPI'S MANAGEMENT: Unsecured Creditors to Get $572 Under Plan ------------------------------------------------------------- Pupi's Management, LLC, filed with the U.S. Bankruptcy Court for the Western District of Arkansas a small business disclosure statement describing its plan of reorganization, dated April 7, 2017. Class 2, general unsecured creditors, is impaired under the plan. This class will receive a distribution of 100% of their allowed claims to be distributed on or before the first anniversary of the confirmation of this Plan. The amount to be paid for this class is $571.19. The Debtor will fund its plan by continuing its operations, and, from time to time, as may be determined by the sole judgment and discretion of the Debtor's management, an additional offering of stock, or incurring debt. The Debtor's management will continue to be the pre-petition management such management being Doreen Koehl. The Disclosure Statement is available at: http://bankrupt.com/misc/arwb3-16-71739-38.pdf About Pupi's Management Based in Bull Shoals, Arkansas, Pupi's Management, LLC -- dba BelArco Resort and dba Bel Arco Resorts -- filed a Chapter 11 petition (Bankr. W.D. Ark. Case No. 16-71739) on July 27, 2016. The Hon. Ben T Barry presides over the case. Stanley V Bond, Esq., at Bond Law Office, as bankruptcy counsel. In its petition, the Debtor estimated $1 million to $10 million in assets and $100,000 to $500,000 in liabilities. The petition was signed by Doreen Koehl, managing member. PURPLE HOUSE: Case Summary & Unsecured Creditor ----------------------------------------------- Debtor: Purple House, LLC P.O. Box 280 Tilghman, MD 21671 Case No.: 17-15339 Business Description: The Debtor's primary asset is located at Tilghman Road Lot 105x Tilghman, MD 21671. Chapter 11 Petition Date: April 17, 2017 Court: United States Bankruptcy Court District of Maryland (Baltimore) Judge: Hon. Thomas J. Catliota Debtor's Counsel: Daniel Alan Staeven, Esq. RUSSACK ASSOCIATES LLC 100 Severn Avenue, Suite 101 Annapolis, MD 21403 Tel: 410-505-4150 E-mail: dan@russacklaw.com Estimated Assets: $50,000 to $100,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Alexander Doty, sole member. The list of top 20 unsecured claims solely contains QueensTown Bank of Maryland, holding a claim of $1,725,000. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/mdb17-15339.pdf RANCHO REAL: Disclosures Okayed, Plan Hearing on May 18 ------------------------------------------------------- The U.S. Bankruptcy Court for the District of Puerto Rico will consider approval of the Chapter 11 plan of reorganization of Rancho Real Grill & Cantina Corp. at a hearing on May 18. The hearing will be held at 9:30 a.m., at the U.S. Bankruptcy Court, Southwestern Divisional Office, MCS Building, Second Floor, 880 Tito Castro Avenue, Ponce, Puerto Rico. The court will also consider at the hearing the final approval of the company's disclosure statement, which it conditionally approved on April 11. Creditors are required to cast their votes accepting or rejecting the plan and file their objections no later than 14 days prior to the date of the hearing. About Rancho Real Grill & Cantina Rancho Real Grill & Cantina Corporation, filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 16-08582) on October 28, 2016, disclosing under $1 million in both assets and liabilities. The case is assigned to Judge Edward A. Godoy. The Debtor is represented by Juan Carlos Bigas Valedon, Esq., at Juan C. Bigas Law Office. RECOM INC: Can Use First Home Bank Cash Collateral Until May 10 --------------------------------------------------------------- Judge Donald R Cassling of the U.S. Bankruptcy Court for the Northern District of Illinois authorized Recom, Inc. to use the cash collateral of its creditor, First Home Bank ("FHB") until May 10, 2017. The Debtor will use cash to pay ordinary and necessary business expenses and administrative expenses for the items and in such use that will not vary materially from that provided for in the Budget and monthly projections, except for variations attributable to expenditures specifically authorized by Court order, or as otherwise authorized by FHB in writing, and those payments to FHB under the terms of the Interim Order. To the extent that there will be any material increase in the amount of the expenses set forth, to the extent that the budget and projections will be exceeded by more than 5% for any given monthly period of time, the Debtor must obtain written consent, in writing, from FHB for such increased expense, or Court order authorizing otherwise. The Budget for April 1, 2017 through May 10, 2017 contemplates net income of $88,450 and total costs of $94,810. The Debtor will grant FHB a replacement lien, to the extent of the Debtor's use of cash collateral and adequate protection set forth, in all post-petition inventory, accounts, rights to payment equipment, tangibles, general intangibles, officer, director, and employee loans, any after acquired equipment, assets, rights to payment, furniture, fixtures, equipment, electronics, or any other property, as may be authorized by the Court after notice and a hearing with such liens being of the same priority, dignity, nature, and effect as FHB's prepetition lien, but excluding all of the Debtor's rights, claims, and demands, if any, under Chapter 5 of the Code. The Debtor will carry a sufficient amount of insurance on its assets and FHB's Collateral in an amount of no less than $350,000 and will provide proof of such insurance reasonably acceptable to FHB, including declaration pages for general liability and coverage. The Debtor will make adequate protection payments to FHB by remitting monthly payments in the amount of $2,300 commencing on April 1, 2017, and continuing thereafter on the 1st day of each subsequent month through the term of the Interim Order or any tensions hereto. The Debtor covenants and agrees that from the Petition Date through the end of the term of the Interim Order, and any extensions hereof, it will maintain no less than $350,000 minimum aggregate book value of: (i) accounts receivable, whether incurred on a pre-petition or post-petition basis, including prepaid deposits; (ii) cash; (iii) retainages; (iv) equipment, inventory, furniture, fixtures, computers, computer accessories, computer repair and refurbishments equipment and tools, and all other tangible personal property items located at the Debtor's principal place of business; (v) loans payable to the Debtor by any officers, directors, employees, or unit members of the Debtor; and the Debtor will not sell, transfer, convey, dispose of or remove personal property or real property outside of the ordinary business without giving FHB prior notice and obtaining the FHB's consent or a court order authorizing such disposition of that personal property. All future revenues and income generated by the Debtor will be deposited in the debtor in possession account(s) maintained at Bank of America ("DIP Account"), and that all withdrawals, checks, payments, and transfers will also be drawn out of the DIP Account. To the extent permitted under Section 506(b) of the Code, the Debtor agrees that there will be allowed to FHB an amount equal to all reasonable fees and legal expenses incurred by FHB in connection with the negotiation of the Interim Order, negotiation, execution and delivery of that certain Stipulation among the Debtor and FHB dated April 3, 2017, or the collection or enforcement or protection of the Interim Order, or any extensions in the future, and that the same will be included with any proof of claim to be filed on behalf of FHB during the pendency of these proceedings. A status hearing relating to an extension of the Debtor's right to use cash collateral will be held on May 9, 2017 at 10:00 a.m. without further notice. A copy of the Budget attached to the Interim Order is available for free at: http://bankrupt.com/misc/ilnb17-03733_42_Cash_Recom_Inc.pdf 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. RENNOVA HEALTH: Discusses Financial Results for 2016 ---------------------------------------------------- Rennova Health, Inc., a vertically integrated provider of industry-leading diagnostics and supportive software solutions to healthcare providers, on April 10, 2017, hosted a conference call and provide a business update on April 12, 2017 to discuss the financial results for the full year 2016. A replay will be available through April 18, 2017 and can be accessed by dialing (855) 859-2056 from within the U.S. or (404) 537-3406 from outside the U.S. All listeners should provide passcode 2527049. The webcast will be available for 30 days. About Rennova Health Rennova Health, Inc. -- http://www.rennovahealth.com/-- provides industry-leading diagnostics and supportive software solutions to healthcare providers, delivering an efficient, effective patient experience and superior clinical outcomes. Through an ever-expanding group of strategic brands that work in unison to empower customers, it is creating the next generation of healthcare. Rennova Health reported a net loss of $32.61 million on $5.24 million of net revenues for the year ended Dec. 31, 2016, compared with a net loss of $35.96 million on $18.39 million of net revenues for the year ended Dec. 31, 2015. As of Dec. 31, 2016, Rennova had $6.48 million in total assets, $21.36 million in total liabilities and a total stockholders' deficit of $14.88 million. Green & Company, CPAs, in Temple Terrace, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has significant net losses and cash flow deficiencies. Those conditions raise substantial doubt about the Company's ability to continue as a going concern. RIDGEVILLE PLAZA: Can Continue Using Cash Collateral Until April 24 ------------------------------------------------------------------- Judge David E. Rice of the U.S. Bankruptcy Court for the District of Maryland has issued a third interim order, authorizing Ridgeville Plaza, Inc. to use SF IV Bridge IV, LP's cash collateral from February 28, 2017 through April 24, 2017. SF IV Bridge asserts that it holds valid, enforceable, and allowable claims against the Debtor in an approximate aggregate amount equal to $15,129,311 in unpaid principal, interest and attorneys' fees. The Debtor is authorized on a limited basis to use the SF IV Bridge's cash collateral in the ordinary course for the purposes of paying the Debtor's necessary expenses set forth in the Budget. The approved March and April 2017 Budget reflects total master expenses of approximately $14,625 and total building expenses in the amount of $6,803. The Debtor is authorized and directed to make monthly adequate protection payments to SF IV Bridge in the aggregate amount of $65,000. In addition, SF IV Bridge is granted with replacement liens upon and security interests in all of the properties and assets of the Debtor, only to the extent of the diminution of the value resulting from the Debtor's use its cash collateral, and with the same priority in the postpetition collateral that SF IV Bridge held in the prepetition collateral as of the Petition Date. Furthermore, SF IV Bridge will be granted an administrative claim against the Debtor and the Debtor's bankruptcy estate. During the Interim Period, SF IV Bridge may offset any rent rental payments it receives from tenants of the Properties and the BAIA, LLC's properties encumbered by the Deed of Trust against the outstanding balance of the Adequate Protection Payments, and the Debtor and BAIA, LLC will pay SF IV Bridge the remaining balance due thereunder every month during the Interim Period. The Debtor is directed to file all monthly operating reports every month, demonstrating that the Debtor is only using the Cash Collateral to pay authorized expenses. The Court has scheduled a further hearing to consider entry of a further order approving the use of cash collateral on April 24, 2017, at 3:00 p.m. A full-text copy of the Third Interim Order, dated April 10, 2017, is available at https://is.gd/YIPKvT About Ridgeville Plaza, Inc. Ridgeville Plaza, Inc., is a corporation formed in 1998 with principal place of business located in Carroll County, MD. It owns, leases and manages commercial real property located 206, 208 and 210 E. Ridgeville Boulevard, Mt. Airy, MD 21771. Ridgeville Plaza filed a Chapter 11 petition (Bankr. D. Md. Case No. 16-26944) on Dec. 30, 2016. The petition was signed by Frank Illiano, president. At the time of filing, the Debtor estimated less than $50,000 in assets and $10 million to $50 million in liabilities. The case is assigned to Judge David E. Rice. The Debtor is represented by James Greenan, Esq., at McNamee, Hosea, et al. ROCKY MOUNTAIN: Lily Li Holds 61.16% Equity Stake as of Feb. 28 --------------------------------------------------------------- Lily Li filed an amended Schedule 13D disclosure with the Securities and Exchange Commission to report beneficial ownership of 61.16% of outstanding shares of common stock of Rocky Mountain High Brands, Inc. as of Feb. 28, 2017. She previously reported ownership of 61.66% of outstanding common shares in her previous filing with the SEC. A full-text copy of the Schedule 13D/A is available for free at: https://is.gd/F3Z0lf About Rocky Mountain Rocky Mountain High Brands, Inc., (RMHB) is a consumer goods brand development company specializing in developing, manufacturing, marketing, and distributing high quality, health conscious, hemp-infused food and beverage products and spring water. The Company currently markets a lineup of five hemp-infused beverages. RMHB is also researching the development of a lineup of products containing Cannabidiol (CBD). The Company's intention is to be on the cutting edge of the use of CBD in consumer products while complying with all state and federal laws and regulations. Rocky Mountain reported net income of $2.32 million on $1.07 million of sales for the fiscal year ended June 30, 2016, compared with a net loss of $16.62 million on $489,849 of sales for the fiscal year ended June 30, 2015. Paritz & Company, P.A., in Hackensack, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2016, citing that the Company has a shareholders' deficit of $1,477,250, an accumulated deficit of $16,878,382 at June 30, 2016, and has generated operating losses since inception. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern. ROYALE ENERGY: SingerLewak LLP Raises Going Concern Doubt --------------------------------------------------------- Royale Energy, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K, disclosing a net loss of $4.14 million on $1.21 million of total revenues for the year ended December 31, 2016, compared to a net loss of $2.01 million on $1.71 million of total revenues for the year ended December 31, 2015. The Company's independent accountants SingerLewak LLP, in Los Angeles, Calif., states that the Company has suffered recurring losses from operations, its total liabilities exceed its total assets and it has an accumulated stockholders' deficit. This raises substantial doubt about the Company's ability to continue as a going concern. The Company's balance sheet at December 31, 2016, showed total assets of $8.38 million, total liabilities of $12.89 million, and a stockholders' deficit of $4.55 million. A full-text copy of the Company's Form 10-K is available at: https://is.gd/qOazWm Royale Energy, Inc., is an independent oil and gas producer which also has operations in the area of turnkey drilling. The Company owns wells and leases in major geological basins located primarily in California, Texas, Oklahoma and Utah. Royale Energy offers fractional working interests and seeks to minimize the risks of oil and gas drilling by selling multiple well drilling projects which do not include the use of debt financing. RUPARI HOLDING: Wants Approval on Consensual Cash Collateral Use ---------------------------------------------------------------- Rupari Holding Corp. and Rupari Food Services, Inc., seek authorization from the U.S. Bankruptcy Court for the District of Delaware for the consensual use of cash collateral until May 12, 2017. The Debtors intend to use cash collateral to pay expenses of operating their business and fund the sale of substantially all of their assets, in accordance with its first 13-week forecast. The Debtors claim that they do not have unencumbered cash or assets as of the Petition Date, such that they need immediate access to cash collateral to allow them to maintain their business relationships with vendors, and suppliers -- each of which are critical to preserve and enhance the going-concern value of the Debtors. Moreover, access to the Cash Collateral is essential to ensure timely payment of employee wages, salaries, and other employee-related obligations. On July 1, 2011, Rupari Food entered into a Credit Agreement with General Electric Capital Corporation as the Agent for all lenders and as a lender and swingline lender, Fifth Third Bank, as a lender and as the Syndication Agent for all lenders, SunTrust Bank, as a lender and as the Documentation Agent for all lenders, and certain other lenders. Subsequently, Antares Capital LP replaced GE Capital as the Agent under the Prepetition Senior Secured Credit Facility, and Antares Holdings LP replaced GE Capital as a Prepetition Senior Secured Lender. The Prepetition Senior Secured Credit Facility provides for a term loan in an aggregate loan commitment amount of $32,500,000 (the "Term Loan") and a revolving loan in an aggregate loan commitment amount of $35,000,000 (the "Revolving Loan"). As of the Petition Date, no amounts were outstanding under the term loan and approximately $23,300,000 remained outstanding with respect to the revolving loan under the Prepetition Senior Secured Credit Facility, including accrued interest through the Petition Date. The Prepetition Senior Secured Credit Facility is collateralized by substantially all of the Debtors' assets. On Sept. 8, 2016, and thereafter, Rupari Food issued numerous promissory notes in favor of Rupari Bridge Co., an affiliate of WPP, which are secured by substantially all of the Debtors' assets, second in position to the Prepetition Senior Secured Credit Facility per that certain Subordination Agreement. As of March 31, 2017, the total amounts outstanding under the Secured Notes was $34,964,000. The Debtors propose to grant Antares Capital with valid, enforceable, unavoidable and fully perfected replacement liens and security interests in all prepetition and postpetition assets and property of each of the Debtors, with the same priority as enjoyed by the prepetition liens immediately prior to the Petition Date. Such adequate protection liens will be supplemental to and in addition to the prepetition liens. Antares Capital will also be granted with superpriority administrative expense claims against the Debtors' estates to the extent that the adequate protection liens do not adequately protect against the diminution in value of the prepetition collateral. The Superpriority Claims, if any, will have priority in payment over any and all administrative expenses. In addition, Antares, Fifth Third Bank, and SunTrust Bank will be receiving adequate protection through the Debtors' adherence to the reporting requirements under the Interim DIP Order. The Debtors will provide to Antares, Fifth Third Bank, and SunTrust Bank on a semi-monthly basis: (a) an accounts payable aging schedule, (b) a consolidated balance sheet, (c) a consolidated statement of income, and (d) a cash reconciliation report setting forth the cash bank balance, float and cash book balance. The superpriority claims, adequate protection liens, and prepetition liens, will be subject to the payment of: (i) the unpaid and outstanding fees and expenses actually incurred by attorneys, accountants and other professionals retained by the Debtors and any official committee of unsecured creditors, plus (ii) those fees, costs and expenses incurred by the Professionals after the Trigger Date and subsequently allowed by order of the Court in an amount not to exceed $250,000 in the aggregate, plus (iii) fees required to be paid to the Clerk of the Court and to the U.S. Trustee. A full-text copy of the Debtor's Motion, dated April 11, 2017, is available at https://is.gd/Ia3e6v About Rupari Holding Corp. Established in 1978, Rupari -- http://www.rupari.com/-- is a culinary supplier of sauced and unsauced ribs, barbeque pork, and BBQ chicken. Since 1978, Rupari Foods has been producing and distributing the finest, restaurant-quality, pre-cooked, sauced, bone-in proteins, and related barbeque products. The Company offers a full line of meats under the Rupari brand name, as well as a variety of products under the retail names of Tony Roma's and Butcher's Prime. The Company's products are available at large and mid-sized retailers throughout the United States and Canada. Rupari Holding Corp. and its affiliate Rupari Food Services, Inc. filed Chapter 11 petitions (Bankr. D. Del. Case Nos. 17-10793 and 17-10794, respectively) on April 10, 2017. The petitions were signed by signed by Jack Kelly, CEO. At the time of filing, the Debtors each estimated $50 million to $100 million in assets and $100 million to $500 million in liabilities. The cases are assigned to Judge Kevin J. Carey. R. Craig Martin, Esq., Maris J. Kandestin, Esq., Richard A. Chesley, Esq., and John K. Lyons, Esq., at DLA Piper LLP (US) are serving as counsel to the Debtors. Kinetic Advisors LLC is the financial advisor. Donlin, Recano & Co., Inc., is the claims and noticing agent. No trustee, examiner, or official committee of unsecured creditors has been appointed in the Debtors' chapter 11 cases. SANDHILL ENTERPRISES: Can Use Wauchula State Bank Cash Collateral ----------------------------------------------------------------- Judge Catherine Peek McEwen of the U.S. Bankruptcy Court for the Middle District of Florida authorized Sandhill Enterprises of Lakeland, LLC, to use the cash collateral of secured creditor Wauchula State Bank. A hearing on the Motion was held on April 6, 2017. The Debtor is authorized to use cash collateral to pay (i) amounts expressly authorized by the Court, including payments to the US Trustee for quarterly fees; (ii) the current and Necessary expenses set forth in the budget, plus an amount not to exceed 10% for each line item; (iii) the adequate protection payments contained herein; and (iv) such additional amounts as may be expressly approved by the Secured Creditor. The authorization will continue until further order of the Court. The cash collateral budget reflects total income of $2,700 and total expenses of $3,280. Except as authorized in the order, the Debtor is prohibited from use of cash collateral. However, expenditures in excess of the line items in the budget or not on the budget will not be deemed to be unauthorized use of case collateral, unless the recipient cannot establish that the expense would be entitled to administrative expense priority if the recipient had extended credit for the expenditure. Expenditures in excess of the line items in the budget or not on the budget may, nonetheless, give rise to remedies in favor of the Secured Creditor. The Debtor's use of cash collateral is conditioned upon the Debtor making adequate protection payments in the amount of $2,536 to the Secured Creditor. Said adequate protection payments began May 1, 2017 with a 10 day grace period and will continue on the first day of each month thereafter until further order of the Court. Each creditor with a security interest in cash collateral will have a perfected post-petition lien against cash collateral to the same extent and with the same validity and priority as the prepetition lien, without the need to file or execute any document as may otherwise be required under applicable non-bankruptcy law. A copy of the budget attached to the Order is available for free at: http://bankrupt.com/misc/flmb8-17-02392_21_Cash_Sandhill_Enterprises.pdf About Sandhill Enterprises Sandhill Enterprises of Lakeland, LLC, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 17-02392) on March 24, 2017. The petition was signed by Reginald Pope, Manager. At the time of filing, the Debtor estimated assets and liabilities between $100,000 and $500,000. Pierce J. Guard, Jr., at The Guard Law Group, PLLC, is serving as counsel. An Official Committee of Unsecured Creditors has not been appointed in the case. SEANERGY MARITIME: Two Deals Hike Pro-Forma Equity by 62% --------------------------------------------------------- In Form FWP filed with the Securities and Exchange Commission, Seanergy Maritime Holdings Corp. (NASDAQ: SHIP) announced on April 10, 2017, its pro-forma capitalization giving effect to the definitive agreement with one of its senior lenders for the early repayment of a loan facility at a 30% discount that is expected to generate a gain and equity accretion of $11.4 million, as well as the previously announced memorandum of agreement to purchase a Korean, 2012 built Capesize vessel, which is to be renamed Partnership, for $32.65 million. Assuming the completion of the two transactions, the pro-forma total capitalization and total equity of the Company as of today is estimated to be $279.4 million and $49.9 million, respectively. In addition, these transactions are expected to result in a 62% increase of total pro-forma equity. A full-text-copy of Form FWP is available for free at https://is.gd/SZ2uMo About Seanergy Athens, Greece-based Seanergy Maritime Holdings Corp. is an international company providing worldwide seaborne transportation of dry bulk commodities. The Company owns and operates a fleet of seven dry bulk vessels that consists of three Handysize, two Supramax and two Panamax vessels. Its fleet carries a variety of dry bulk commodities, including coal, iron ore, and grains, as well as bauxite, phosphate, fertilizer and steel products. For the year ended Dec. 31, 2015, the Company reported a net loss of US$8.95 million on US$11.2 million of net vessel revenue compared to net income of US$80.3 million on US$2.01 million of net vessel revenue for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Seanergy had US$203.60 million in total assets, US$184.45 million in total liabilities and US$19.15 million in stockholders' equity. Ernst & Young (Hellas) Certified Auditors-Accountants S.A., in Athens, Greece, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company reports a working capital deficit and estimates that it may not be able to generate sufficient cash flow to meet its obligations and sustain its continuing operations for a reasonable period of time, that in turn raise substantial doubt about the Company's ability to continue as a going concern. SEQUA CORP: S&P Affirms 'B-' Rating on New 1st Lien Credit Facility ------------------------------------------------------------------- S&P Global Ratings affirmed its 'B-' issue-level rating on Sequa Corp. subsidiary Sequa Mezzanine Holdings LLC's proposed first-lien secured credit facility. The '3' recovery rating remains unchanged, indicating S&P's expectation for meaningful (50%-70%; rounded estimate: 50%) recovery in the event of a payment default. Earlier, S&P corrected its recovery rating on this facility to '3' from '4' because, in S&P's analysis for the research update on Sequa that S&P published on April 4, 2017, titled "Sequa Corp. Downgraded To 'CC', CCR Placed On CreditWatch Negative On Distressed Exchange Offer; New Debt Rated," we incorrectly calculated the company's total amount of first-lien debt, which led us to assign an incorrect recovery rating. Since S&P published that report on April 4, 2017, the company has eliminated the $300 million of proposed senior secured notes and replaced them with an additional $300 million of term debt. These changes mean that the proposed first-lien credit facility will now comprise a $135 million revolver and a $900 million term loan. As previously stated, the term loan has been upsized from the original $600 million amount, though this does not affect its recovery prospects because our analysis had already assumed that the company would issue $900 million of first-lien debt in addition to its revolver borrowings (exclusive of the error). RECOVERY ANALYSIS Key analytical factors -- Earlier S&P revised its recovery rating on Sequa's proposed first-lien credit facility to '3' from '4' due to an error in S&P's original analysis. The '3' recovery rating indicates S&P's expectation for meaningful recovery (50%- 70%; rounded estimate: 50%) in a default scenario. -- The '6' recovery rating on the company's proposed second- lien term loan remains unchanged, indicating S&P's expectation for negligible recovery (0%-10%; rounded estimate: 5%) in a default scenario. -- Sequa's proposed capital structure consists of a $135 million three-year revolving credit facility, a $900 million four and a half year first-lien term loan B, and a $350 million five-year second-lien term loan. The company also recently renewed its $75 million accounts receivable facility with a new 365-day tenor. Simulated default assumptions -- S&P has valued the company on a going concern basis using a 5x multiple of S&P's projected emergence EBITDA. -- Other default assumptions include LIBOR rising to 250 basis points (bps) and the revolver is 85% drawn at default. Simplified waterfall -- Emergence EBITDA: $121 million -- Multiple: 5.0x -- Net enterprise value (after 5% administrative expenses): $574 million -- Priority claims: $66 million -- Estimated first-lien claim: $919 million -- Recovery range: 50%-70% (rounded estimate: 50%) -- Total second priority debt: $373 million -- Recovery range: 0%-10% (rounded estimate: 5%) RATING LIST Sequa Corp. Corporate Credit Rating CC/Watch Neg/-- Ratings Affirmed Sequa Mezzanine Holdings LLC First-Lien Credit Facility B- Recovery Rating 3(50%) Second-Lien Debt CCC Recovery Rating 6(5%) SHIROKIA DEVELOPMENT: Disclosure Statement Hearing Set for May 25 ----------------------------------------------------------------- The Hon. Nancy Hershey Lord of the U.S. Bankruptcy Court for the Eastern District of New York will hold on May 25, 2017, at 11:00 a.m. a hearing to consider the approval of Shirokai Development, LLC and Shirokia Mezz I LLC's disclosure statement dated April 7, 2017, referring to the Debtor's plan of reorganization. About Shirokia Development LLC Shirokia Development, LLC, a single asset real estate business based in Flushing, New York, filed a chapter 11 petition (Bankr. E.D.N.Y. Case No. 16-45568) on Dec. 9, 2016. The petition was signed by Hong Qin Jiang, sole member. The Debtor is represented by Dawn Kirby, Esq., at Delbello Donnellan Weingarten Wise & Wiederkehr. The Debtor disclosed total assets at $27 million and total liabilities at $21.80 million. SOCIAL REALITY: RBSM LLP Raises Going Concern Doubt --------------------------------------------------- Social Reality, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K, disclosing a net loss of $4.25 million on $35.76 million of revenue for the year ended December 31, 2016, compared to a net loss of $2.72 million on $30.29 million of revenue for the year ended December 31, 2015. RBSM LLP in New York, N.Y., issued a "going concern" qualification on the Company's financial statements, stating that it has suffered recurring losses from operations, generated negative cash flows from operating activities, and has an accumulated deficit as of December 31, 2016. The Company's balance sheet at December 31, 2016, showed total assets of $26.90 million, total liabilities of $18.07 million, and a stockholders' equity of $8.82 million. A full-text copy of the Company's Form 10-K is available at: https://is.gd/7W82lH Headquartered in Los Angeles, Social Reality, Inc., sells digital advertising campaigns to advertising agencies and brands. The Company has developed technologies that, among other things, allow brands to launch and manage their own campaigns and website publishers to sell their media inventory to digital adverting buyers. STEVE'S FROZEN: Can Use BFG Cash Collateral Until May 8 ------------------------------------------------------- Judge Erik P. Kimball of the U.S. Bankruptcy Court for the Southern District of Florida authorized Steve's Frozen Chillers, Inc. to use BFG Investment Holdings, LLC's cash collateral through May 8, 2017 to pay the ordinary and necessary operating expenses of its business in the amounts and solely for the purposes set forth in the Budget. At the hearing on April 6, 2017, at 9:30 a.m., the Debtor and counsel for BFG Investment Holdings, LLC indicated that they had reached an agreement with respect to the Debtor's continued use of Cash Collateral, which is subject to a perfected first priority interest held by BFG. The Budget for the next three quarters shows total expenses of approximately $219,994 for the 2nd Quarter, $214,506 for the 3rd Quarter, and $205,549 for the 4th Quarter. Without prior approval of BFG, the Debtor is permitted to use Cash Collateral for a particular line item in the Budget so long as: (i) such variation is equal to or less than a 10% increase in the amount listed in the Budget for such line item; (ii) the funds are being used to timely pay the U.S. Trustee Fees as required under Title 11; and (iii) the total amount incurred during such applicable period does not increase. There will be a monthly carve-out from the permitted use of Cash Collateral for United States Trustee fees. As adequate protection for its interest in BFG's Cash Collateral, the Debtor grants BFG, effective as of the Petition Date valid and effective replacement security interests in and liens ("Replacement Liens") on all property of the Debtor to the same extent, and with the same priority, as the liens held by BFG on property of the Debtor as of the Petition Date ("BFG Replacement Collateral"). No lien or security interest in any property of the Debtor granted or arising on or after the Petition Date will be created or permitted to be pari passu with, or senior to, the liens and security interests of BFG in its prepetition collateral or the Replacement Liens, nor shall the Replacement Liens be altered by any plan. The grant of Replacement Liens will be supplemental to the security interests and liens which BFG possesses pursuant to the Loan Documents. The liens and security interests granted herein to BFG upon the BFG Replacement Collateral will be deemed attached, perfected, and enforceable against the Debtor and all other persons including without limitation any subsequent Trustee, without the need to file, record, or execute any document as may otherwise be required under applicable non-bankruptcy law. As further adequate protection for BFG for the diminution in the Cash Collateral resulting by and through the Debtor's use thereof, upon the entry of the Order, the Debtor will pay $10,000 per month in adequate protection payments to BFG, which payments must be wired by noon on the 10th day of each month, beginning April 10, 2017, pursuant to wiring instructions provided by BFG. These payments will be applied by BFG in the manner set forth for application of payments in the parties' loan documents. As further adequate protection for BFG for the extent of the use of Cash Collateral, BFG will have nunc pro tunc as of the petition date an administrative expense claim for the diminution in the Cash Collateral resulting by and through the Debtor's use thereof, subject to the payments to be made to BFG and subject to payment for United States Trustee fees and Court costs. The Debtor will file its chapter 11 plan and disclosure statement within 90 days from the Petition Date, without prejudice to the Debtor request for extension of the deadline for cause. The Court will hold a non-evidentiary, preliminary hearing on the Debtor's continued use of Cash Collateral after the Termination Date on May 3, 2017 at 1:30 p.m. A copy of the Budget attached to the Motion is available for free at: http://bankrupt.com/misc/flsb17-13690-7.pdf BFG Investment Holdings, LLC is represented by: Jonathan M. Sykes, Esq. Burr & Forman LLP 200 South Orange Avenue, Suite 800 Orlando, FL 32801 Telephone: (407) 540-6600 Facsimile: (407) 540-6601 E-mail: jsykes @burr.com About Steve's Frozen Chillers Steve's Frozen Chillers, Inc. -- http://stevesfrozenchillers.com/ -- is engaged in the frozen drink machine business. Founded in 2001, the Company offers over 20 flavors of frozen drink mixes, both for alcoholic drinks and non-alcoholic, including frozen cappuccinos, frozen energy drinks and skinny iced coffee. In 2016, the Company recorded gross revenue of $2.56 million compared to gross revenue of $3.09 million in 2015. Steve's Frozen Chillers, Inc. filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 17-13690) on March 27, 2017. The petition was signed by Steven D Schoenberg, CEO. At the time of filing, the Debtor had $744,658 in assets and $1.94 million in liabilities. The case is assigned to Judge Erik P. Kimball. Angelo A. Gasparri, Esq., at the Law Office of Angelo A Gasparri, is serving as bankruptcy counsel to the Debtor. STRONGHOLD ASSET: Soliman Buying Tarzana Property for $2.2M ----------------------------------------------------------- Judge Maureen A. Tighe of the U.S. Bankruptcy Court for the Central District of California will convene a hearing on May 3, 2017 at 9:30 a.m. to consider Stronghold Asset Management Corp.'s sale of nonresidential real property located at 5021 Topeka Drive, Tarzana, California (APN 2176-009-005), to Fahd Soliman for $2,175,000. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Stronghold_Asset_47_Sales.pdf The Debtor's co-tenant and co-seller of the Real Property, the Akselrod Revocable Family Trust, conducted a trustee's sale, taking title to the Real Property by a Trustee's Deed Upon Sale recorded on March 3, 2015, thereby foreclosing the interest of the prior owners of the Real Property and PennyMac's original borrowers, Harvey J. Williams and Beverly Ann Williams. The Akselrod Family Trust had originally loaned Williams the sum of $800,000, recording a second deed of trust against the Real Property. The major issue in the Case was that there was residing on the property individuals who were occupying the Real Property of the estate in violation of a duly and actually entered final order of eviction and unlawful detainer. The individuals unlawfully in possession of the real property of the estate were the Williams. Once the Williams couple were removed from the real property, the Debtor reasonably believed that it would be able to rehabilitate and lease the main house and guest house located on the Real Property. Complications arose with securing contractor and developer partners with the other 50% owner of the real property, Akselrod Revocable Family Trust UTD Jan. 24, 2000, who was to contribute the remaining balance to begin making the estimated regular monthly payment due PennyMac of $11,654. The current outstanding default amount owing to PennyMac is based upon the relief from stay motion that it filed and not from any claim it filed in the Case. The Debtor reasonably believes the current market value of the real property is approximately $2,175,000, based the current condition of the real property and the fact that the Williams have been squatting on the real property since in their first bankruptcy case filed on Jan. 18, 2011; resulting in years of deferred maintenance. The amount of the Sale and the disbursements to be made by escrow therefrom are: Description Party Name Amount Sale Price Fahd Soliman $2,175,000 Seller's Agent Pacific Horizon $65,000 Buyer's Agent New Wealth $65,000 Recording Fees LA County $12,245 Costs of Closing Title and Escrow $8,280 Add'l Sett Chrgs Various $34,790 Legal Fees Esbin $20,000 First Trust Deed PennyMac $2,685,720 The fees of the Law Offices of Louis J. Esbin are subject to a separate Motion for Approval of Fees and Costs Incurred, filed concurrently herewith and set for hearing contemporaneously, as is the Application to Approve the Appointment of New Wealth Real Estate, Inc., as the Seller's agent. The sale of the Real Property is with the consent of the co-tenant in common, Akselrod Revocable Family Trust UTD Jan. 24, 2000, who, as with the Debtor, will receive no proceeds from the sale of the Real Property, after PennyMac is paid, along with the costs of sale incident thereto. The Motion is made in conjunction in furtherance of the Debtor's reorganization. The Debtors have demonstrated under Section 506(a) that the Real Property is valued less than the security interest of and of, and that a reorganization is in prospect. The value is established through the arms length sale transaction and the sale of the property of the estate to partially satisfy the claims of creditors whose interests are secured with the recorded deeds of trust against the Real Property. Accordingly, the Debtor asks the Court to approve the sale. About Stronghold Asset Stronghold Asset Management Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C. D. Calif. Case No. 16-11961) on July 6, 2016. The petition was signed by Edward Akselrod, chief executive officer. The case is assigned to Judge Maureen Tighe. At the time of the filing, the Debtor estimated its assets and debts at $1 million to $10 million. SUNEDISON INC: Asks for Court OK to Obtain $640M Replacement Loan ----------------------------------------------------------------- Alex Wolf, writing for Bankruptcy Law360, SunEdison Inc. asked the Bankruptcy Court to approve a replacement loan of $640 million to pay old lenders and provide the liquidity necessary to get through Chapter 11. The new loan will be financed by a group of senior secured lenders, Law360 relates. Law360 shares that the Debtor is nearing the maturity date on its original $300 million debtor-in-possession financing loan. An April 26 deadline for DIP repayment is approaching, the report states. 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. SUNEDISON INC: Can't Use Ch 11 to Probe 2014 Pact, Investors Say ---------------------------------------------------------------- Investors D.E. Shaw Composite Holdings LLC and Madison Dearborn Capital Partners IV LP said that SunEdison Inc. and its clean energy yieldcos TerraForm Power Inc. and TerraForm Power LLC have no basis to use the Debtor's Chapter 11 to probe claims that they violated a 2014 wind energy agreement, Alex Wolf, writing for Bankruptcy Law360, reports. The Investors, according to Law360, blasted the yieldcos for failing to seek discovery in state court. Law360 relates that the Debtor asked the Bankruptcy Court for a round of discovery to investigate claims that it and its clean energy yieldcos owe $231 million under a 2014 wind energy deal, hoping to clear up any concerns that could affect its plans for reorganization. The Debtor's filing sought permission to serve the Investors with requests to produce documents pertaining to the investors' claims that the debtors and its yieldcos are responsible for the remaining amount of the sale of First Wind Holdings LLC. According to Law360, the Debtor and yieldcos said in a joint motion that the requested examination is necessary so that the Debtor and yieldcos can mitigate any concerns that stakeholders may have about those pending claims. The Debtor, Law360 relates, said that uncertainty about the nature or magnitude of these claims could complicate the financing and implementation of the plan because the plan is premised, in part, on the value of its retained equity in the yieldcos, which could be reduced should they have to pay a $231 million judgment. Law360 says that the unsecured creditors fought back against the Debtor's $2.5 billion plan to sell its shares in the yieldcos, saying the deal would leave unsecured creditors with next to nothing and calling for discovery so that they can fully investigate it. The share sale plan will form the core of the Debtor's overall Chapter 11 restructuring, the report adds. 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. SUNEDISON INC: Secured Lenders Fight Fraud Allegations ------------------------------------------------------ Alex Wolf, writing for Bankruptcy Law360, reports that SunEdison Inc.'s second-lien lenders countered the unsecured creditors' accusations that the lenders benefited from hundreds of millions of dollars in fraudulent transfers used to mask the Debtor's deteriorating finances. Law360 relates that financial investment groups that had taken part in a $725 million financing agreement with the Debtor urged the Bankruptcy Court to dismiss fraud and other allegations launched against them by the Debtor's official unsecured creditors committee. According to Law360, the Secured Lenders called the Unsecured Creditors' claims rooted in dismay over the prospect of getting no return. Law360 shares that the Secured Lenders are accused of participating in fraudulent transfers that provided the lenders the benefit of gaining secured collateral just before the Debtor filed for Chapter 11 in April 2016. Citing the Committee of Unsecured Creditors, Law360 states that the transfers allegedly benefited those lenders at the expense of unsecured creditors, which were left with a diminished likelihood of recouping from the Debtor when it went bankrupt. First-lien lenders are also accused of being involved in fraudulent transfers, stemming from amendments to a loan facility that ultimately ballooned to $750 million months before the Debtor filed for bankruptcy, Law360 reports. 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. SUNIVA INC: Case Summary & 30 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Suniva, Inc. 5765 Peachtree Industrial Boulevard Norcross, GA 30092 Case No.: 17-10837 Business Description: Founded in 2007 by Dr. Ajeet Rohatgi, Suniva is a manufacturer of PV solar cells with manufacturing facilities at its metro-Atlanta, Georgia headquarters as well as in Saginaw, Michigan. Web site: http://www.suniva.com Chapter 11 Petition Date: April 17, 2017 Court: United States Bankruptcy Court District of Delaware (Delaware) Judge: Hon. Kevin Gross Debtor's General Counsel: KILPATRICK, TOWNSEND & STOCKTON LLP Debtor's Delaware Counsel: Stephen R. McNeill, Esq. POTTER ANDERSON & CORROON LLP 1313 N. Market Street P.O. Box 651 Wilmington, DE 19899 Tel: 302-984-6171 Fax: 902-658-1192 E-mail: bankruptcy@potteranderson.com - and - Jeremy William Ryan, Esq. POTTER ANDERSON & CORROON LLP 1313 N. Market Street P.O Box 951 Wilmington, DE 19801 Tel: 302 984-6108 Fax: 302 778-6108 E-mail: jryan@potteranderson.com Debtor's Claims & Noticing Agent: GARDEN CITY GROUP, LLC Estimated Assets: $10 million to $50 million Estimated Debts: $100 million to $500 million The petition was signed by Cheng "Alex" Zhu, president. Debtor's List of 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Wacker Chemie AG Trade $5,775,000 Hanns-Seidel-Platz 4 Munich, Bavaria 81737 DE Germany Anthony Dominikovic Tel: 517-264-8156 Email: Anthony.Dominikovic@wacker.com Woongjin Energy Co., Ltd. Trade $4,970,352 1316 Kwanpyung-Dong 305-309 Yuseong-Gu, Daejeon KR Republic of Korea Hyunchul So Tel: 82.42.939.8035 Email: bcso@woongjienergy.com Silfab Solar Inc. Trade $4,141,376 240 Courtneypark Drive East Mississauga, Ontario L5T 2Y3 CA Canada Erica Zhang Tel: 1-905-255-2501 ext. 743 Email: e.zhang@silfab.ca Posco Daewoo America Corp. Trade $2,737,376 300 Frank W. Burr Blvd. Suite #23 Teaneck, NJ 07666 Brian Kang Tel: 201-591-8008 Email: bkang@dws.posco-daewoo.com Sunedison Daewoo America Corp. Trade, $1,501,826 300 Frank W. Burr Blvd. Suite #23 Settlement Teaneck, NJ 07666 Brian King Tel: 201-591-8008 Email: bkang@dws.posco-daewoo.com Lerri Solar Technology Trade $899,977 (U.S.) Inc. 2033 Gateway Place, Suite 50 San Jose, CA 95110 Jing Wu Tel: 86.186.1660.6687 Email: wangjm@long-silicon.com wu-jing@longi-silicon.com Guangzhou Ruxing Trade $766,634 Technology Co., Ltd. 5th Building, Haotai Tech Park, 768 Shenzhen Rd Science City, Guangzhou Xianyang, China 510663 David Fan Tel: 86 20 28069929 or 011 86 2061301900 Email: david.fan@rutech.com Veritiv Operating Company Trade $716,138 P.O. Box 409884 Atlanta, GA 30384-9884 Chuck Shakar Tel: 770-656-1089 Email: chuck.shakar@veritivcorp.com Heraueus Precious Metals Trade $714,761 North America Conshobocken LLC P.O. Box 29240 New York, NY 10087-9240 Paul Noble Tel: 610-825-6050 Email: paul.noble@heraeus.com Jiangxi Haoan Energy Technology Co. Trade $545,548 Phoenix Industry Zone Anyi Town, Nanchang City China Yan Gao Tel: 86-791-83389519 Email: gaoyan@hasolar-pv.com even@hasolar-pv.com Centrotherm Photovoltaics AG Trade $489,286 Johannes-Schmid-Strasse 8 89143 Blaubeuren Germany Martin Trankle Tel: 49 7344 918-9618 Email: Suzanne.Pelletier@centrotherm.de California State Board of Taxes $431,836 Equalization P.O. Box 942879 Sacramento, CA 94279 Tel: 1-800-400-7115 Department of Energy Government $428,514 15013 Denver West Parkway Contract Golden, CO 80401 Pamela Lavergne Tel: 720-356-1449 Email: pamela.lavergne@ee.doe.gov Cniec Shaanxi Corporation Trade $391,360 18 / F, AB Block Tangyan International Center No. 3 Tangyan Avenue, Xi'an Xianyang, China Tel: 29 6222006 8 Ext. 855 SKC, Inc. Trade $371,816 P.O. Box 102642 Atlanta, GA 30368 Emmarine Byerson Tel: 678-342-1000 Email: EByerson@skcfilms.com Asia Union Electronic Trade $365,828 Chemical Corp. #31. Chien-Yeh Rd. 831 Ta-Liao Hsian China Tel: +886-7-7878485 Ext. 385 Zhejiang Jiafu Glass Co. Ltd. Trade $358,996 No. 999 Hongfu Road Honghe Town, Jiaxing 314001 China Audy Gao Tel: 86.573.8333.65111 Email: gaojie@flatgroup.cn E I Du Pont De Nemours & Co. Trade $351,811 Dept AT 952332 P.O. Box 952332 Atlanta, GA 31192-2332 Tel: 919-248-5579 Applied Materials, Inc. Trade $344,556 9700 U.S. Hwy 290 East Austin, TX 78724 Tel: 408-563-1227 Meyer Burger Global AG Trade $315,480 Schorenstrasse 39 THUN 3645 Switzerland Tel: 49 3723 671 2941 Email: anett.wandow@meyerburger.com Federal Prison Industries Trade $255,613 Electronics Business Group 400 1st Street NW Washington, DC 20534 Tel: 800-827-3168 Georgia Tech Research Corporation Consulting $255,000 P.O. Box 100117 Agreement Atlanta, GA 30384 Tel: 404-894-7584 Wanxiang Import and Export Co. Ltd. Trade $229,685 Email: davidtieliang@wanxiang.com.cn Asys Group Americas Inc. Trade $215,845 Kinetic Systems Inc. Trade $206,457 Ningbo Gzx Pv Technology Co. Ltd. Trade $168,000 Email: william.bu@gzpv.com Linde Electronics and Specialty Trade $167,125 Gases Geodis USA Inc. Trade $166,526 GP Solar GMBH Trade $152,984 Email: gert.grawunder@gpsolar.com #404-1, Backhyeon Co. Ltd. Trade $133,136 Email: randy@shinsung.co.kr. TANNER COMPANIES: Has Final OK to Use Cash Collateral Until June 16 ------------------------------------------------------------------- Judge J. Craig Whitley of the U.S. Bankruptcy Court for the Western District of North Carolina has issued a final order authorizing Tanner Companies, LLC, to continue using cash collateral through June 16, 2017. The Debtor is authorized to use the Cash Collateral to satisfy obligations or expenses due and payable in the ordinary course of its business substantially consistent with the Updated Budget. The updated 13-week budget covers the week ending March 31, 2017 through week ending June 23, 2017, and reflects total cash out in the aggregate amount of $6,994,307. Salem Investment Partners III, Limited Partnership, asserts a security interest in substantially all of the Debtor's tangible and intangible assets, including without limitation real estate, deposit accounts, inventory, accounts receivable, general intangibles, and the proceeds thereof. Pursuant to the Final Order, Salem Investment is granted a valid, attached, choate, continuing, perfected, and enforceable security interest and replacement liens in post-petition assets acquired using the cash collateral to the same extent and priority as existed prepetition, subject only to valid liens existing as of the Petition Date. The Debtor is directed to provide Salem Investment and the Committee with weekly reports showing its expenditures of the cash collateral during the prior week, along with an updated inventory roll-forward calculation based on actual sales receipts and purchases of inventory. The Court will hold a status hearing on the use of cash collateral on June 8, 2017 at 9:30 a.m. A full-text copy of the Final Order, dated April 10, 2017, is available at https://is.gd/lvXmKD About Tanner Companies Tanner Companies, LLC's business generally consists of the design and direct sales of high-end seasonal women's luxury apparel and accessories, under the Doncaster label, through independently-contracted sales stylists. Tanner Companies filed a Chapter 11 bankruptcy petition (Bankr. W.D.N.C. Case No. 17-40029) on Jan. 27, 2017. The petition was signed by Elaine T. Rudisill, chief restructuring officer. The Debtor disclosed total assets of $4.30 million and total liabilities of $18.12 million. The case is assigned to Judge Craig J. Whitley. Joseph W. Grier, III, Esq., at Grier Furr & Crisp, PA, is serving as the Debtor's counsel. GreerWalker LLP is the accountant, and Elaine T. Rudisill of The Finley Group, Inc., is the chief restructuring officer. The Official Committee of Unsecured Creditors has five members: (1) Design One, Inc.; (2) INK4, Inc.; (3) William A. Joyner; (4) Laura Kendall; and (5) Catherine Schepis. Melanie D. Johnson Raubach, Esq., at Hamilton Stephens Steele + Martin, PLLC, has been retained as the Committee's attorney. THRU INC: Dropbox Claim Pegged at $2.29-Mil. for Plan Purposes -------------------------------------------------------------- Thru, Inc., filed with the U.S. Bankruptcy Court for the Northern District of Texas a Chapter 11 plan of reorganization providing for all creditors to be paid from the revenue generated by the Debtor's business from and after the Effective Date and from the proceeds of the Exit Facility to be provided by the Debtor's existing Prepetition Lenders and DIP Lenders. According to the Plan, Dropbox, Inc.'s claims will be an allowed claim in the amount of the fee award or other amount, if any, that is awarded to Dropbox at the conclusion of their patent lawsuit. As permitted under Rule 3018(a) of the Federal Rules of Bankruptcy Procedure, the Dropbox Claim will be estimated, but not allowed, in the amount of $2,297,432.09 for the purpose of voting on the Plan and evaluating the feasibility of the Plan. A full-text copy of the Disclosure Statement dated April 6, 2017, is available at http://bankrupt.com/misc/txnb17-31034-42.pdf 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. 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. TIERPOINT LLC: Fitch Assigns First-Time 'B+' Issuer Default Rating ------------------------------------------------------------------ Fitch Ratings has assigned a 'B+' first-time Long-Term Issuer Default Rating (IDR) to TierPoint, LLC. The Rating Outlook is Stable. Fitch has also assigned 'BB/RR2' first-time ratings to the senior first lien secured revolver and senior first lien secured term loan, and a 'B-/RR6' to the senior second lien secured term loan. The $920 million proceeds from the term loans will be used to repay the company's existing debt. Fitch's rating actions affect approximately $1.1 billion of total debt, including the $175 million revolving credit facility. The ratings and Outlook are supported by Fitch views that the secular data center growth will provide tailwinds for TierPoint's revenue growth. With the post-acquisition integration efforts being mostly completed, Fitch expects margin expansion starting in 2018. Fitch also expects TierPoint's free cash flow (FCF) will remain negative through 2018 because of the capital expenditures required to operate its data center business. Fitch expects gross leverage to gradually decline as a result of EBITDA growth. KEY RATING DRIVERS Secular Demand Drivers Balance Oversupply Risk: Fitch believes data center traffic growth, combined with an increasingly positive enterprise sentiment toward hybrid infrastructure deployments, will favor carrier-neutral data center providers. Even amidst this favorable backdrop, the fragmented nature of the data center industry has made it susceptible to pockets of pricing pressure, often the result of excess capacity from new-builds or sudden large-customer churn events. While builds are not nearly as speculative as they were in the past, oversupply will remain a risk as long as there is a need to commence building months or years ahead of signing new customers. Fitch believes TierPoint is better protected against this risk as it primarily serves smaller markets where competitive intensity is less severe. Diversified Customer Base: TierPoint strategically targets secondary markets where competition is lower and focuses on serving small- to medium-sized enterprises (SMEs) in these markets. This results in a fragmented customer base where its top 10 customers make up 12% of total revenues. The fragmented customer base effectively reduces customer concentration risk and earnings volatility. TierPoint operates 40 facilities in 20 markets, and serves approximately 5,000 customers. Fitch views this favorably as it enhances the predictability of the company's future financial performance. High Proportion of Recurring Revenue: Fitch estimates that 98% of TierPoint's revenue is recurring in nature with typical service contracts extending for three years, creating a high level of visibility into future revenue and cash flow streams. Fitch believes stability of the IT infrastructure is critical for enterprise customers; switching data center providers creates a high risk of disrupting the customer's IT infrastructure that could affect critical business operations. This results in a high proportion of recurring revenues for data center operators and a lengthy sales cycle. Balanced Exposure to Retail Colocation & Managed and Cloud Services: TierPoint generated 52% of its total revenue from retail colocation, and the balance from managed and cloud services. Fitch believes the company is strategically shifting toward managed and cloud services as it encompasses a larger part of the industry value chain and attracts a larger set of potential customers. The increased exposure to a greater part of the value chain is expected to increase customer stickiness. The shift toward managed and cloud services would also increase capital efficiency, as it tends to be less capital intensive; this should lead to stronger FCF margins as revenue mix shifts toward managed and cloud services. Potential Debt-Funded M&A: Mergers and acquisitions have played a critical role in the company's growth over the past seven years, with approximately $1.4 billion being spent across six acquisitions over the past four years alone. Fitch expects these transactions to continue to be funded through an equal blend of both debt and equity. The company's acquisitive strategy introduces a meaningful amount of integration risk to its operational profile, and larger than normal amount of reliance on management's ability to structure and execute on deals appropriately. Despite these risks, the company has had a good track record in efficiently integrating its acquired assets. High Leverage: TierPoint's strategy of expanding its footprint and capacity through acquisitions has led to elevated leverage ratios. Fitch estimates year-end 2016 pro forma leverage to be 6.9x, up from 5.6x in 2015. Within Fitch's base case, Fitch incorporates its expectation that management will continue to execute on deals, with funding through a balanced mix of debt and equity. Fitch forecasts gross leverage declining below 6.0x by the end of FY 2019, and to 5.0x by the end of FY 2020 as a result of EBITDA growth. Total debt is expected to continue to rise as the company continues to execute on acquisitions over the forecast. Capital Intensity Constrains FCF: TierPoint's total capex has remained near 30% of revenues over the last two years, contributing to negative FCF during the period. Fitch expects FCF to remain negative through 2018 as the company continues to invest in organic expansions. FCF should gradually turn positive by 2019 as the growth rate moderates. Building new capacity is capital intensive; construction can take from a few months to several years, with no guarantee that breakeven cash flow will be reached on schedule. KEY ASSUMPTIONS -- Revenue growing from $350 million in 2016 to $879 million in 2020, as a result of (i) organic growth near 10%, and (ii) $450 million of incremental acquisitions per year at revenue multiples of 5.0x in 2018, 2019, and 2020; -- EBITDA margin expansion to near 40% as a result of operating efficiency improvements; -- Transaction and non-recurring expenses resulting from historical and future acquisitions near $10 million over the forecast, in line with comparable deals and management's expectations going forward; -- Capital expenditures near 20% of revenue over the forecast, reflecting the improving scale efficiency, and inclusive of approximately $10 million of integration related expenditures in 2018, 2019, and 2020; -- $200 million of acquisitions in the second half of 2017, and $450 million each in 2018, 2019, and 2020. Fitch expects these deals to be funded with an equal split between debt and equity. RATING SENSITIVITIES Positive Sensitivity: Future developments that may, individually or collectively, lead to a positive rating action include: -- Fitch's expectation for leverage to decline to below 5.0x; -- Expectation for FCF sustaining in positive territory; -- EBITDA margin expansion starts in FY2018. Negative Sensitivity: Future developments that may, individually or collectively, lead to a negative rating action include: -- Fitch's expectations for leverage to sustain above 6.0x by FY2019; -- Acquisition funded by higher proportion of debt vs. equity, and/or delays in deleveraging expectations; -- Expectation for FCF remaining negative beyond FY2018; -- EBITDA margins weaker than Fitch's expectations resulting from poor operating efficiency. LIQUIDITY Liquidity Profile: TierPoint's liquidity profile has been pressured by its consistently negative FCF, causing the company to fund deficits with its revolver. Going forward, Fitch expects the company will have an adequate amount of liquidity as a result of its $175 million revolver, and positive FCF starting in 2019. FULL LIST OF RATING ACTIONS Fitch has assigned the following ratings: TierPoint, LLC -- Long-Term IDR at 'B+'; -- Sr. first lien secured revolver due 2022 at 'BB/RR2'; -- Sr. first lien secured term loan due 2024 at 'BB/RR2'; -- Sr. second lien secured term loan due 2025 at 'B-/RR6'. TIERPOINT LLC: Moody's Affirms B3 CFR & Rates $875MM Sec. Loans B2 ------------------------------------------------------------------ Moody's Investors Service has affirmed TierPoint, LLC's B3 corporate family rating ("CFR") and changed its rating outlook to stable from negative. These actions are the result of a stabilization of TierPoint's financial and operating profile amidst integrating its recent acquisitions of Cosentry and Windstream Hosted Solutions. Moody's has assigned B2 (LGD3) ratings to the company's proposed $700 million 1st lien term loan due 2024 and $175 million revolver due 2022 and a Caa2 (LGD5) rating to the company's proposed $220 million 2nd lien term loan due 2025. The proceeds from the offering will be used to refinance the company's existing first lien and second lien credit facilities and pay related fees and expenses. The stable outlook reflects TierPoint's improved credit profile, in particular its YE 2016 leverage of 6.9x (Moody's adjusted, pro forma for M&A). Assignments: Issuer: TierPoint, LLC -- Senior Secured 1st Lien Term Loan, Assigned B2 (LGD3) -- Senior Secured 1st Lien Revolver, Assigned B2 (LGD3) -- Senior Secured 2nd Lien Term Loan, Assigned Caa2 (LGD5) Outlook Actions: Issuer: TierPoint, LLC -- Outlook, Changed To Stable From Negative Affirmations: Issuer: TierPoint, LLC -- Probability of Default Rating, Affirmed B3-PD -- Corporate Family Rating, Affirmed B3 RATINGS RATIONALE TierPoint's B3 CFR reflects its stable base of contracted recurring revenues, its position as a high quality colocation provider in the high-growth sector, its portfolio of advanced managed services and its track record of successfully integrating acquisitions. These factors are offset by the company's small scale, high leverage and historical negative free cash flow resulting from the high capital intensity associated with growing the business. Management met and exceeded its target run-rate synergies for its recent acquisitions which will improve operating performance this year. Capital intensity remained high at about 30% of revenues for FYE2016. Moody's expects capital intensity to diminish over the next two years and Moody's expects the company to generate meaningful free cash flow in 2018. TierPoint participates in a rapidly evolving segment of the telecommunications industry that favors operators with large scale. Many traditional carriers have reduced their exposure to this segment due to the intense price competition and uncertain return on invested capital. TierPoint's M&A strategy will improve scale and broaden its product portfolio, both of which should lead to a stronger competitive position over the long term. The stable outlook reflects Moody's view that TierPoint will continue growing revenues and that leverage (Moody's adjusted) will remain below 7x over the next 12 to 18 months. Moody's could consider a rating upgrade if free cash flow is positive and leverage were to trend towards 5x (both on a Moody's adjusted basis). Downward rating pressure could develop if liquidity becomes strained, if churn materially increases, or Moody's adjusted leverage is sustained above 7x. The principal methodology used in these ratings was Global Communications Infrastructure Rating Methodology published in June 2011. TIERPOINT LLC: S&P Assigns 'B+' Rating on Proposed $875MM Loans --------------------------------------------------------------- S&P Global Ratings assigned its 'B+' issue-level rating and '2' recovery rating to St. Louis-based data center operator Cequel Data Centers L.P. subsidiary TierPoint LLC's proposed $175 million senior secured revolving credit facility maturing in 2022 and $700 million senior secured first-lien term loan maturing in 2024. The '2' recovery rating indicates S&P's expectation for substantial (70%-90%; rounded estimate: 70%) recovery for lenders in the event of a payment default. At the same time, S&P assigned a 'CCC+' issue-level rating and '6' recovery rating to the company's proposed $220 million senior secured second-lien term loan maturing in 2025. The '6' recovery rating indicates S&P's expectation for negligible (0%-10%; rounded estimate: 0%) recovery for lenders in the event of a payment default. S&P expects the company will use the proceeds from the term loans to pay down its current outstanding revolver balance and refinance its existing $650 million first-lien term loan maturing in 2021 (approximately $640 million outstanding) and $220 million second-lien term loan maturing in 2022. S&P expects the proposed transaction will lower the company's interest expense and extend its maturities. The proposed credit facility will be "covenant lite." The 'B' corporate credit rating and stable outlook on Cequel Data Centers L.P. remain unchanged because S&P expects the transaction will be leverage neutral. S&P expects adjusted leverage will improve to around 7x in 2017, from around 8x in 2016, due to contributions from recent acquisitions and organic earnings growth. S&P will withdraw its ratings on the company's current debt when it is redeemed. RATINGS LIST Cequel Data Centers L.P. Corporate Credit Rating B/Stable/-- New Ratings TierPoint LLC $175 mil. revolver due 2022 Senior Secured B+ Recovery Rating 2 (70%) $700 mil. first-lien term loan due 2024 Senior Secured B+ Recovery Rating 2 (70%) $220 mil. second-lien term loan due 2025 Senior Secured CCC+ Recovery Rating 6 (0%) TILGHMAN ISLAND INN: Case Summary & Unsecured Creditor ------------------------------------------------------ Debtor: Tilghman Island Inn II, LLC P.O. Box 280 Tilghman, MD 21671 Case No.: 17-15333 Business Description: The Company owns the Tilghman Island Inn, a 20-room inn featuring a gourmet waterfront restaurant, lounge, occasional live entertainment and private docks located at 21384 Coopertown Road Tilghman, MD 21671. Chapter 11 Petition Date: April 17, 2017 Court: United States Bankruptcy Court District of Maryland (Baltimore) Judge: Hon. Thomas J. Catliota Debtor's Counsel: Daniel Alan Staeven, Esq. RUSSACK ASSOCIATES LLC 100 Severn Avenue, Suite 101 Annapolis, MD 21403 Tel: 410-505-4150 E-mail: dan@russacklaw.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Alexander Doty, sole member. The Debtor listed the QueensTown Bank of Maryland as its unsecured creditor holding a claim of $975,000. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/mdb17-15333.pdf TRANSGENOMIC INC: Reports $8 Million Net Loss for 2016 ------------------------------------------------------ Transgenomic, Inc., filed with the Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss available to common stockholders of $8 million on $1.55 million of net sales for the year ended Dec. 31, 2016, compared with a net loss available to common stockholders of $34.27 million on $1.92 million of net sales for the year ended Dec. 31, 2015. As of Dec. 31, 2016, Transgenomic had $1.25 million in total assets, $20.61 million in total liabilities, and a total stockholders' deficit of $19.35 million. "Our ability to continue as a going concern is dependent upon a combination of completing our planned merger with Precipio, generating additional revenue, improving cash collections, potentially selling underutilized assets and/or product lines related to discontinued operations and, if needed, raising necessary financing to meet our obligations and pay our liabilities arising from normal business operations when they come due. The outcome of these matters cannot be predicted with any certainty at this time and raises substantial doubt that we will be able to continue as a going concern. There is no assurance that we will complete the merger in a timely manner or at all. The merger agreement is subject to many closing conditions and termination rights. We also cannot be certain that additional financing, if needed, will be available on acceptable terms, or at all, and our failure to raise capital when needed could limit our ability to continue its operations," the Company said in the report. Marcum LLP, in Hartford, CT, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, stating that the Company has incurred operating losses and used cash for operating activities for the past several years. This raises substantial doubt about the Company's ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: https://is.gd/1jU0VC About Transgenomic Transgenomic, Inc. -- http://www.transgenomic.com/-- is a global biotechnology company advancing personalized medicine in cardiology, oncology, and inherited diseases through its proprietary molecular technologies and world-class clinical and research services. The Company is a global leader in cardiac genetic testing with a family of innovative products, including its C-GAAP test, designed to detect gene mutations which indicate cardiac disorders, or which can lead to serious adverse events. Transgenomic has three complementary business divisions: Transgenomic Clinical Laboratories, which specializes in molecular diagnostics for cardiology, oncology, neurology, and mitochondrial disorders; Transgenomic Pharmacogenomic Services, a contract research laboratory that specializes in supporting all phases of pre-clinical and clinical trials for oncology drugs in development; and Transgenomic Diagnostic Tools, which produces equipment, reagents, and other consumables that empower clinical and research applications in molecular testing and cytogenetics. Transgenomic believes there is significant opportunity for continued growth across all three businesses by leveraging their synergistic capabilities, technologies, and expertise. The Company actively develops and acquires new technology and other intellectual property that strengthens its leadership in personalized medicine. TWH LIMITED: Selling Spring Properties for $2.3M ------------------------------------------------ TWH Limited Partnership asks the U.S. Bankruptcy Court for the Western District of Texas to authorize the sale of commercial property and improvements previously used for commercial purposes which is located at 25807 IH 45, Spring, Texas, to WIGHU, LLC for $2,250,000; and residential real property and improvements located at 25810 Oak Ridge Dr., Spring, Texas, to David Dale and Glenn J. Bricken for $290,000. The residential property is located directly behind the commercial property on a contiguous lot. It is a single asset real estate bankruptcy. However, TWH is current on its payments owed to the secured lender holding a mortgage against the real property, current with the payment of ad valorem taxes assessed against the real property, and also maintains the required insurances for the properties. The persons who own and control TWH and Howard Hu, Inc. ("Landlords") live in and manage the real property from San Antonio, Texas. In December 2013, Howard Hu, acting as general partner of TWH, leased under a written commercial lease agreement the real property to certain entities known as 25807 TWH Ltd. and 25807 TWH GP, LLC ("Tenants"). The Tenants are not related in any way to the Debtor, and are owned and/or managed by individuals in the Houston area. The written lease agreement between the parties contained a provision for the Tenants to purchase restaurant equipment in the premises and an option provision for the Tenants to purchase the real property and improvements from the Landlords under certain conditions if the Tenants were not in default under the lease and exercised the option. The Tenants were represented by able counsel in the drafting, negotiation, and execution of the Lease. The Tenants never exercised the purchase option, and defaulted under the lease by failing to pay rent when due. The Debtor Landlord terminated the lease and evicted Tenants - i.e., Landlord commenced an action in JP Court to evict them. Landlord prevailed; the JP Court ordered the eviction of the Tenants. The Tenants appealed, and had a trial de novo with an evidentiary record in the County Court at Law in Montgomery County. Tenants lost again. The County Court at Law signed a judgment ordering that Landlord is entitled to possession, and signed a writ of possession in favor of Landlord. Tenants appealed again, to the Ninth Court of Appeals in Beaumont, Texas, where they lost again. After Tenants lost in the County Court at Law, they filed a lawsuit against the Debtor (the Landlord) on April 26, 2016, in the 284th Judicial District Court of Montgomery County. In the Lawsuit, the Tenants claimed that, despite the plain and unambiguous words of the written lease, they allegedly purchased and now own the leased premises even though they never paid for the premises. The Tenants assert in the Lawsuit claims for trespass to try title, quieting title, fraud, fraudulent inducement, breach of contract, breach of fiduciary duty, conversion, specific performance, and constructive trust. The action is currently stayed by the automatic stay in effect in the case. On March 7, 2017, The Landlords timely filed a Notice of Removal of the Lawsuit to the United States District Court for the Southern District of Texas. TWH will be filing a motion to transfer the lawsuit to the Court as the matters pending therein are core matters in this bankruptcy case. Further, in its Schedules filed, TWH listed as an asset of its bankruptcy estate certain claims against the Tenants related to their breach of the parties' lease and subsequent attempts to prevent TWH from doing anything with its real property. The Debtor has obtained buyers for both properties. The proposed sales are in the best interest of TWH's bankruptcy estate constitute an exercise of reasonable, proper and sound business judgment. There is an immediate necessity for both sales to be closed. Both properties are unoccupied and in deteriorating condition. Further, the Debtor is having to pay more than $130,000 per year in debt service, property taxes, insurance and maintenance for the properties which could not be sold or rented due to the Tenants unfounded litigation. Both the residential and commercial properties were acquired in a single conveyance to the Debtor in March of 2001. The Debtor paid more than $2,000,000 for the properties. After the lease transaction with Tenants, the properties have remained vacant since December, 2013. Both properties have fallen into a state of disrepair. The properties were listed in the Debtor's Schedules with a value of $2,138,983 for the commercial property and $290,000 for the residential property. Both valuations were based upon offers TWH's broker had received at the time the Schedules were filed. The Montgomery County Appraisal District values the commercial property at $2,119,500 and the residential property at $360,510. Neither valuation takes into account the deteriorating condition of the properties. The properties have been marketed for many months but could not be sold for the reasons outlined above. TWH's broker has obtained offers for both properties that are favorable to the Debtor's bankruptcy estate. A buyer has offered $2,250,000 for the commercial property. TWH has also received an offer for the residential property in the amount of $290,000. A copy of the Earnest Money Contract for the Commercial Property and the Earnest Money Contract for the Residential Property attached to the Motion is available for free at: http://bankrupt.com/misc/TWH_Ltd_23_Sales.pdf These liens exist against the Property: a. Montgomery County Tax Assessor-Collector – Based upon conversations with its counsel, the entity collects all ad valorem property taxes assessed against the properties. The only taxes that may be due the entity would be pro-rated 2017 ad valorem taxes due at closing. TWH proposes that all taxes due and owing to this entity at the time of closing be paid directly by the title company closing the sale. b. Commerce National Bank ("CNB") is the Debtor-in-possession's secured lender. CNB holds a perfected first lien Deed of Trust against the commercial property, securing a note in the amount of $743,000. TWH estimates that the balance due on the note was $634,996 as of the petition date. The Debtor proposes that all sums due and owing to CNB be paid directly by the title company closing the sale of the commercial property. c. The Tenants have taken the remarkable position that they are the "owners" of the properties. They did not pay for the properties. They have no interest in the properties, and the sales should therefore go forward pursuant to 11 U.S.C. Section 363(b). It is not clear at the present time what the exact amount of proceeds would be from the proposed sales, however a general estimate would be in excess of $1,600,000 for the commercial property and $265,000 for the residential property. It is clear that the proceeds will be sufficient to pay all creditors holding allowed claims in the case in full. TWH therefore asks that all of the remaining proceeds be paid by the title company closing the sales into the registry of Court, where the funds would be held pending further order of the Court and a determination concerning the disputed claims of the Tenants identified. In light of the valuations of the respective properties, the condition of the properties, the applicable real estate market and other offers, TWH believes that both offers are well within the reasonable ranges of the prices that could be obtained for the properties and, in fact, are likely the best that can be obtained under the circumstances. TWH's owners, in consultation with their broker and counsel, believe the sales contemplated herein are exercises of reasonable, proper and sound business judgment. The sales proposed will ensure that the Debtor can successfully reorganize its debts and pay its creditors in full. Accordingly, the Debtor asks the Court to approve the sale of the properties free and clear of any liens, encumbrances and interests. The Purchasers can be reached at: WIGHU, LLC 1222 Chippendale Road Houston, TX 77018 David Dale and Glenn J. Bricken 25810 Oak Ridge Dr. Spring, TX About TWH Limited Partnership TWH Limited Partnership, based in San Antonio, TX, filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 17-50273) on February 5, 2017. The Hon. Craig A. Gargotta presides over the case. H. Anthony Hervol, Esq., at the Law Office of H. Anthony Hervol, to serve as bankruptcy counsel. In its petition, the Debtor estimated $1 million to $10 million in assets and $500,000 to $1 million in liabilities. The petition was signed by Howard Y. Hu, president of Howard Hu, Inc. - general partner. TWIN OAKS: Can Use Cash Collateral from Apartment Rents ------------------------------------------------------- Judge of the U.S. Bankruptcy Court for the Eastern District of Tennessee authorized Twin Oaks Apartments Ltd, L.P., to use cash collateral generated by the rents from the apartments. The Debtor will make all applicable payroll tax deposits on the next business day after payroll is made. The Debtor will file all post-petition payroll or other applicable state and federal tax returns when due and pay any balance thereon with said return. The USDA Rural Development is granted a replacement lien under Sections 361(2) and 363(f)(3) of the Bankruptcy Code to the same extent, validity, and priority that existed in the pre-petition property of the bankruptcy estate that secures the indebtedness owed to the USDA. This replacement lien is limited only to the payment of the obligations as approved by the Order. The debtor will be authorized to use and pay from its cash collateral, regardless of inclusion within the budget, all fees incurred in accordance with 28 U.S.C. Section 1930(a)(6) and will timely pay all such fees. The budget contemplates monthly expenses in the amount of $18,047. A copy of the budget attached to the Order is available for free at: http://bankrupt.com/misc/tneb3-17-30605_48_Cash_Twin_Oaks.pdf About Twin Oaks Apartments Twin Oaks Apartments Ltd, L.P., d/b/a Twin Oaks Apartments 1 d/b/a Twin Oaks Apartments 2 d/b/a Twin Oaks Apartments Limited, filed a Chapter 11 petition (Bankr. E.D. Tenn. Case No. 17-30605) on March 6, 2017. The petition was signed by Alfred Landon Moyers, Jr., general partner. At the time of filing, the Debtor estimated assets and liabilities between $1 million and $10 million. The case is assigned to Judge Suzanne H. Bauknight. The Debtor is represented by Thomas Lynn Tarpy, Esq. at Tarpy, Cox, Fleishman & Leveille, PLLC. UPLIFT RX: Wants to Use Zions Cash Collateral --------------------------------------------- Uplift Rx, LLC, and affiliates, ask the U.S. Bankruptcy Court for the Southern District of Texas to authorize the use cash collateral of Zions First National Bank to continue to operate their business. Uplift Rx, LLC is a Texas Limited Liability Company formed in June of 2016. Uplift Rx operates pharmacy located in Houston, Texas. Uplift Rx, along with the other Debtors and certain non-debtor affiliates together make up the Alliance Healthcare family, a group of privately held companies headquartered in South Jordan, Utah. The Alliance network consists of twenty pharmacies across the country, including three pharmacies in Texas. Collectively, the Debtors have approximately 782 employees. Since 2006, the Alliance Healthcare companies have been working to improve the well-being of those with chronic health conditions such as diabetes. They do so by personalizing and simplifying the process of condition management, and using its network of pharmacies to connect individuals to prescriptions, resources, and support to help them obtain and remain on therapy. In 2014, the Alliance Healthcare companies obtained financing from Zions First National Bank to fund their growth and ongoing operations. The financing consists of a term loan, along with a revolving line of credit which Alliance regularly pays down and draws upon in order to operate. Under the parties' June 24, 2014 Credit Agreement and related loan documents, Zions has a first-position security interest in substantially all of the Alliance Companies' income, accounts receivables, assets and property ("Collateral"). As of the Petition Date, the Debtors owed Zions approximately $8,992,718 in outstanding principal in connection with obligations on revolving line of credit and an additional $19,719,689 in outstanding principal in connection with obligations on a term note. All obligations to Zions are secured by a security interest in first-position security interest in substantially all of the Debtors' income, accounts receivables, assets and property (among other things). As of the Petition Date, the Debtors collectively had approximately $1,173,756 in cash on hand, approximately $22,442,212 in accounts receivable, and approximately $3,587,433 in inventory. The cash collateral the Debtors ask authority to use is comprised of cash on hand and funds to be received on account of the Debtors' accounts receivables, both of which are encumbered by Zions' lien ("Cash Collateral"). The Debtors anticipate that they will request the use of approximately $8,900,174 of Cash Collateral to continue to operate their businesses for the next three weeks, and, depending on the month, a greater or less amount will be required for each comparable period thereafter. The Debtors will use the Cash Collateral make payroll, purchase inventory, and pay other ordinary course expenses to maintain their businesses. A consolidated budget showing estimated income and expenses for the Debtors' businesses over the next three weeks. The 4-week Budget contemplates total expected cash receipts in the aggregate amount of $11,366,129 and $11,409,352 in total disbursements for the period beginning April 10, 2017 to May 1, 2017. As adequate protection for the use of Cash Collateral, the Debtors propose to grant Zions replacement liens to the same extent, validity, and priority as prior to the Petition Date. In addition, the Debtors will deliver to counsel for Zions weekly reports of the Debtors' actual receipts and disbursements compared to those set forth in the Budget ("Reconciliation Reports"). The Reconciliation Reports will be delivered to counsel for Zions each Friday for the week ending on the preceding Sunday. As additional adequate protection for the use of Cash Collateral, the Debtors propose to grant Zions an allowed administrative expense claim. The Debtors respectfully ask that the Court enter an Order granting the request for an emergency hearing, the request to use Cash Collateral in accordance with the Budget on an interim basis, and for all other relief that is appropriate under the circumstances. A copy of the Budget attached to the Motion is available for free at: http://bankrupt.com/misc/txsb17-32186_8_Cash_Uplift_Rx.pdf Proposed Counsel for the Debtors: Elizabeth A. Green, Esq. Jimmy D. Parrish, Esq. BAKER & HOSTETLER LLP SunTrust Center, Suite 2300 200 South Orange Avenue Orlando, FL 32801-3432 Telephone: (407) 649-4000 Facsimile: (407) 841-0168 E-mail: egreen@bakerlaw.com jparrish@bakerlaw.com - and - Jorian L. Rose, Esq. BAKER & HOSTETLER LLP 45 Rockefeller Plaza New York, NY Telephone: (212) 589-4200 Facsimile: (212) 589-4201 E-mail: jrose@bakerlaw.com About Uplift Rx Uplift Rx, LLC is a Texas Limited Liability Company formed in June of 2016. It operates pharmacy located in Houston, Texas. Uplift Rx, along with the other Debtors and certain non-debtor affiliates together make up the Alliance Healthcare family, a group of privately held companies headquartered in South Jordan, Utah. The Alliance network consists of twenty pharmacies across the country, including three pharmacies in Texas. Collectively, they have approximately 782 employees. Since 2006, the Alliance Healthcare companies have been working to improve the well-being of those with chronic health conditions such as diabetes. They do so by personalizing and simplifying the process of condition management, and using its network of pharmacies to connect individuals to prescriptions, resources, and support to help them obtain and remain on therapy. Uplift Rx, LLC (Case No. 17-32186) and its debtor affiliates, each commenced with the U.S. Bankruptcy Court for the Southern District of Texas a voluntary case under chapter 11 of title 11 of the United States Code, 11 U.S.C. Sections 101, et seq. on April 7 and 8, 2017. V & V SUPERMARKETS: Has Final Nod to Use Cash Collateral -------------------------------------------------------- Judge Vincent F. Papalia of the U.S. Bankruptcy Court for the District of New Jersey authorized V. & V. Supermarkets, Inc., doing business as Foodtown of Lake Hiawatha, to use cash collateral on a final basis. The Debtor identifies Mariner's Bank, C&S Wholesale Grocers, Inc., and the State of New Jersey as its major secured creditors. The Debtor is authorized to use the Cash Collateral for the periods and in accordance with the Cash Collateral Budget for (i) maintenance and preservation of its assets; (ii) the continued operation of its business, including but not limited to utility expenses and insurance costs; (iii) the purchase of replacement inventory; and (iv) any United States Trustee Fees due under 28 U.S.C. Section 1930. The 13-week Budget reflects total operating cash disbursements of approximately $2,524,426 and total non-operating cash use in the aggregate amount of $161,968 for the period beginning April 6, 2017 through June 29, 2017. As adequate protection for use of Cash Collateral, the Secured Creditors are granted: a. A replacement perfected security interest under Section 361(2) of the Bankruptcy Code to the extent the Secured Creditors' Cash Collateral is used by the Debtor, to the extent and with the same priority in the Debtor's post-petition collateral, and proceeds thereof that the Secured Creditors held in the Debtor's prepetition collateral; and b. A superpriority administrative expense claim, pursuant to Section 507(b) of the Bankruptcy Code, senior to any and all claims against the Debtor under Section 507(a) of the Bankruptcy Code, whether in the proceeding or in any superseding proceeding. The Debtor will not be deemed to be in default for any deviation from the Cash Collateral Budget provided such deviation is plus/minus 25% the budgeted disbursements, either on a cumulative basis or with regard to any specified budgeted line item. A copy of the Budget attached to the Final Order is available for free at: http://bankrupt.com/misc/njb17-15174_64_Cash_VV_Supermarkets.pdf About V. & V. Supermarkets, Inc. V. & V. Supermarkets, Inc., d/b/a Foodtown of Lake Hiawatha, filed a Chapter 11 petition (Bankr. D.N.J. Case No. 17-15174) on March 16, 2017. The Debtor is represented by Richard D. Trenk, Esq., Irena M. Goldstein, Esq., and Robert S. Roglieri, Esq. at Trenk, DiPasquale, Della Fera & Sodono, P.C. No trustee, examiner, or creditors' committee have been appointed in the Debtor's case. VAUGHAN FITNESS: Taps Ballstaedt Law Firm as Attorney ----------------------------------------------------- Vaughan Fitness seeks approval from the US Bankruptcy Court for the District of Nevada to employ the Law Office of Seth D. Ballstaedt, The Ballstaedt Law Firm as attorney for the Debtor. The professional services to be rendered by the Law Firm are: i. to institute, prosecute, or defend any contested matters arising out of this bankruptcy proceeding in which the Debtor may be a party; ii. to assist in the recovery and liquidation of estate assets, and to assist in protecting and preserving the same when necessary; iii. to assist in determining the priorities and statuses of claims and in filing objections thereto when necessary; iv. to assist in preparation of a disclosure statement and Chapter 11 plan of reorganization; and; v. to advise the Debtor and perform all other legal services for the Debtor which may be or become necessary in this bankruptcy proceeding. Fed. R. Bankr. P. 2014(a); Guidelines Sec. 2.1.1. The Law Firm and the Debtor have agreed to a retainer amount of $3,717. The Law Firm received from the Debtor, prior to the petition date, a retainer in the amount of $2,000; and $1,717.00 of the amount has been used to pay the court filing fee. The current hourly rates charged by professional persons at the Firm expected to render services are $300.00 per hour for attorneys and $150.00 per hour for paralegals. Seth Ballstaedt, principal of the Law Office of Ballstaedt Law Firm, discloses that he formerly and currently represents David Vaughan, who is the 100% shareholder and president of Debtor, Vaughan Fitness, in an individual chapter 13 bankruptcy, Case No. 16-11074-btb, filed in this district. Representation is ongoing and Mr. Vaughan does not believe that he has any adverse interests to the Debtor Vaughan Fitness or vice versa. Mr. Ballstaedt believes that he can provide competent and diligent representation to each Debtor. He attests that there are no connections, other than as stated, between myself or employees of the Ballstaedt Law firm and the debtor, creditors, other party in interest, their respective attorneys and accountants, the United States Trustee, or any person employed in the office of the United States trustee, per 11 U.S.C. Sec. 101(14). The Firm can be reached through: Seth D. Ballstaedt, Esq. BALLSTAEDT LAW FIRM 9555 S. Eastern Ave, Ste 210 Las Vegas, NV 89123 Phone: (702) 715-0000 Fax: (702) 666-8215 Email: help@ballstaedtlaw.com About Vaughan Fitness Headquartered in Las Vegas, Nevada, Vaughan Fitness filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 16-14940) on Sept. 8, 2016, estimating its assets at up to $50,000 and its liabilities at betweeen $100,001 and $500,000. Seth D Ballstaedt, Esq., at The Ballstaedt Law Firm serves as the Debtor's bankruptcy counsel. VENOCO LLC: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Affiliated debtors that filed separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Venoco, LLC 17-10828 dba Venoco, Inc. 370 17th Street, Suite 3900 Denver, CO 80202 TexCal Energy (LP) LLC 17-10831 TexCal Energy (GP) LLC 17-10830 TexCal Energy South Texas, L.P. 17-10832 Ellwood Pipeline, Inc. 17-10833 Whittier Pipeline Corporation 17-10829 Pending Cases On March 18, 2016, each of the affiliated entities filed a petition in this Court for relief under Chapter 11 of the Bankruptcy Code. As of April 17, the following cases are pending before this Court and jointly administered under Case Number 16-10655 (KG). Venoco, Inc. (16-10655) (KG) Denver Parent Corporation (16-10656) (KG) TexCal Energy (LP) LLC (16-10657) (KG) Whittier Pipeline Corporation (16-10658) (KG) TexCal Energy (GP) LLC (16-10659) (KG) Ellwood Pipeline, Inc. (16-10660) (KG) TexCal Energy South Texas, L.P. (16-10661) (KG) Business Description: The Debtors are privately-owned, independent energy companies primarily focused on the acquisition, exploration, production and development of oil and gas properties in California. Venoco owns two offshore drilling units: Platform Gail and Platform Grace. Chapter 11 Petition Date: April 17, 2017 Court: United States Bankruptcy Court District of Delaware (Delaware) Judge: Hon. Kevin Gross Debtors' Counsel: Marcy J. McLaughlin, Esq. Robert J. Dehney, Esq. Andrew R. Remming, Esq. Marcy J. McLaughlin, Esq. MORRIS, NICHOLS, ARSHT & TUNNELL LLP 1201 North Market Street, 16th Floor P.O. Box 1347 Wilmington, Delaware 19899 Tel: (302) 658-9200 Fax: (302) 658-3989 E-mail: rdehney@mnat.com aremming@mnat.com mmclaughlin@mnat.com - and - Robert G. Burns, Esq. Robin J. Miles, Esq. David M. Riley, Esq. BRACEWELL LLP 1251 Avenue of Americas, 49th Floor New York, New York 10020-1104 Tel: (212) 508-6100 Fax: (212) 508-6101 E-mail: Robert.Burns@bracewell.com Robin.Miles@bracewell.com David.Riley@bracewell.com - and - Mark E. Dendinger, Esq. BRACEWELL LLP CityPlace I, 34th Floor 185 Asylum Street Hartford, Connecticut 06103 Tel: (860) 947-9000 Fax: (800) 404-3970 E-mail: Mark.Dendinger@bracewell.com - and - Jason B. Hutt, Esq. BRACEWELL LLP 2001 M Street, NW Washington, District of Columbia 20036 Tel: (202) 828-5850 Fax: (202) 857-2114 E-mail: Jason.Hutt@bracewell.com Debtors' Restructuring & Turnaround Advisor: Bret Fernandes ZOLFO COOPER LLC Grace Building 1114 Avenue of the Americas, 41st Floor New York, NY 10036 http://www.zolfocooper.com/ Tel: 212.561.4000 Fax: 212.213.1749 E-mail: bfernandes@zolfocooper.com Debtors' Financial Advisor: SEAPORT GLOBAL SECURITIES LLC Debtors' Notice, Claims & Balloting Agent: PRIME CLERK LLC Estimated Assets: $10 million to $50 million Estimated Debt: $50 million to $100 million The petitions were signed by Bret Fernandes, chief restructuring officer. Debtors' Consolidated List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Southern California Gas Company Trade $891,846 Patricia Kay Wagner, CEO 555 W Fifth St Los Angeles, CA 90013 Tel: 800‐427‐2200 Fax: 909‐305‐8261 Email: tkauffman@semprautilities.com C & C Boats, Inc. Trade $174,725 Email: boatcc@aol.com; cc.boats@verizon.net Allocation Specialists, Ltd. Trade $160,386 Email: lfranklin@aslqb.com Nalco Company Trade $138,160 Email: nes.customerservice.na@nalco.com Phillips 66 Company Trade $76,512 Pacific Summit Energy LLC Trade $75,000 Sodexo Remote Sites Partnership Trade $57,242 Email: shondell.boone@sodexo.com West Coast Welding & Trade $48,183 Construction Inc. Email: kassandra@westcoastwelding.net Dow Chemical Company Trade $47,138 Email: brownjr3@dow.com Southern Counties Oil Co. Trade $40,111 A California LP Email: css@scfuels.com Deloitte Transactions & Business Trade $32,444 Email: mafleming@deloitte.com Instrument Control Services Trade $26,527 Email: cjones@instrumentcontrol.com P2 Energy Solutions Trade $26,179 Email: p2ar@p2energysolutions.com Drilling Info Inc. Trade $25,912 Email: info@drillinginfo.com California Independent Trade $22,954 Petroleum Association Case Company Trade $22,954 Email: case@caseco.com; pete@caseco.com Merrill Communications LLC Trade $19,973 Pipeline Association for Public Trade $18,804 Awareness Email: jeff.farrells@pipelineawareness.info Strategic Environmental & Energy Trade $16,386 Email: receptionist@seer‐corp.com Marine Project Management Inc. Trade $14,720 Email: admin@mpmi.com VITARGO GLOBAL: Has Until April 26 to Use Cash Collateral --------------------------------------------------------- Judge of the U.S. Bankruptcy Court for the Central District of California authorized Vitargo Global Sciences, Inc., to use cash collateral on an interim basis to and through April 26, 2017, to operate its business. A hearing on the Motion was held on March 31, 2017 at 2:00 p.m. A further hearing on the continued use of cash collateral will be held on April 26, 2017 at 10:00 a.m. The Debtor is authorized to use the Cash Collateral pursuant to the Budget. The Debtor will make expenditures in amounts not to exceed 115% of the aggregate amounts contained in the Budget. The Secured Creditors will receive a replacement lien against post-petition cash accounts, receivables and inventory, and the proceeds thereof, to the same extent and priority as any duly perfected and unavoidable liens in cash collateral, and limited to the amount of any cash collateral of such Secured Creditor as of the Petition Date, to such extent that any cash collateral of such Secured Creditor is actually used by the Debtor. However, the lien will not reach new assets generated from Services. Moreover, the Debtor will provide to the Secured Creditors all interim statements and operating reports required to be submitted to the Office of the U.S. Trustee, and monthly cash flow reports, broken down by the expense line items contained in the Budget. About Vitargo Global Sciences Vitargo Global Sciences, Inc., was initially formed as Vitargo Global Sciences, LLC, in June 2013, a follow-along entity of GENr8, Inc., a predecessor business to the Debtor. Conversion from LLC to Inc. took place on September 2015. The Company's line of business includes manufacturing dry, condensed, and evaporated dairy products. Vitargo Global Sciences, based in Irvine, California, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 17-10988) on March 15, 2017. The petition was signed by Anthony Almada, chief executive officer. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. Judge Theodor Albert presides over the case. Michael Jay Berger, Esq., at the Law Offices of Michael Jay Berger, is serving as the Debtor's bankruptcy counsel. Damian Moos, Esq., at Kang Spanos & Moos LLP, is the litigation counsel. Vitargo Global Sciences previously filed a Chapter 12 bankruptcy petition in in Texas Northern Bankruptcy Court on May 5, 1992 (N.D. Tex. Case No. 92-42174). WASH MULTIFAMILY: S&P Affirms 'B' CCR; Outlook Stable ----------------------------------------------------- S&P Global Ratings affirmed its 'B' corporate credit rating on El Segundo, Calif.-based WASH Multifamily Acquisition Inc. The outlook is stable. At the same time, S&P affirmed its 'B' issue-level rating on the company's senior secured credit facilities, including a $60 million revolver due in 2020 and $505 million senior secured first-lien term loan due in 2022. The recovery rating is '3', reflecting S&P's expectations for meaningful (50%-70%, rounded estimate: 60%) recovery in the event of a payment default. S&P also affirmed its 'B-' issue-level rating on the $120 million senior secured second-lien term loan due in 2023. The recovery rating is '5', reflecting S&P's expectations for modest (10%-30%, rounded estimate: 15%) recovery in the event of a payment default. Total debt outstanding was about $680 million as of Dec. 31, 2016. "The rating affirmation reflects our expectation that the company will continue to grow revenue and profitability through organic growth and tuck-in acquisitions, generate positive free cash flow, and reduce leverage to low-6x area by the end of 2017 through EBITDA growth," said S&P Global Ratings credit analyst Katherine Heng. The stable outlook reflects S&P's expectation that the company will continue to grow revenue and profitability, generate positive free cash flow, and modestly deleverage to the low-6x area by the end of 2017 through EBITDA growth. S&P expects that its financial policy will remain aggressive given its financial sponsor ownership and acquisition growth strategy. S&P could lower its ratings within the next 12 months if operating performance deteriorates because of decreased usage of the company's coin-operated laundry equipment services, loss of key customers and routes, or if the company makes additional large, debt-financed acquisitions that do not add meaningful EBITDA, resulting in debt to EBITDA around 7.5x or sustained negative free cash flow. S&P believes this could also occur if weak macroeconomic conditions, such as high unemployment or high vacancy rates in lower-income demographics, resulting in reduced laundry machine usage across the industry. While highly unlikely over the next year, S&P could raise its ratings if debt to EBITDA is sustained below 5x and there is a demonstrated shift to a less aggressive financial policy, likely via reduced financial sponsor ownership. For debt to EBITDA to fall below 5x, S&P's base-case forecast EBITDA in 2017 would need to increase by over 20%. WILDWOOD CREST: Court Denies Use of Cash Collateral --------------------------------------------------- Judge Mary Jo Heston of the U.S. Bankruptcy Court for the Western District of Washington issued an order denying Wildwood Crest LLC's motion for use of Cash Collateral. A joint objection to the Debtor's motion was filed by secured lenders: (1) ROKAB Investments LLC, as to 340/420 undivided interest; Alan and Karel Bland as to 25/420 undivided interest; Tim Sawabe, as to 30/420 undivided interest; Glen Parker as to 15/420 undivided interest; and Thielsen Capital Management Company, LLC as to 10/420, and (2) The Staples Family Living Trust, Robert G. Staples and Tamara C. Staples, Grantors and Trustees as to a 52% undivided interest, ROKAB Investments, LLC, as to a 20% undivided interest, Equity Trust Company, Custodian FBO Bruce A. Nelson IRA as to a 20% undivided interest and Dean Enell as to an 8% undivided interest. For the reasons stated by the Court on the record at the hearing held on April 6, 2017, the Court ordered that the Motion is denied. About Wildwood Crest Wildwood Crest LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 16-44155) on Oct. 5, 2016. The petition was signed by Laurie Kazimir, member. The Debtor is represented by Larry B. Feinstein, Esq. at Vortman & Feinstein. At the time of the filing, the Debtor estimated assets and liabilities between $500,000 and $1 million. WISE HEALTH: Fitch Affirms BB+ Rating on 2014A Revenue Bonds ------------------------------------------------------------ Fitch Ratings has affirmed the 'BB+' rating on the following bonds issued by the Decatur Hospital Authority on behalf of Wise Health System, TX (Wise): -- $93.7 million revenue bonds, series 2014A. The Rating Outlook is revised to Positive from Stable. SECURITY The bonds are secured by the gross revenues of the Decatur Hospital Authority's hospital facilities, a fully funded debt service reserve fund, and a first lien and mortgage on certain property and land on which the Decatur Hospital Authority's hospital facilities are located. KEY RATING DRIVERS INCREASED PROFITABILITY: The Outlook revision to Positive reflects improved operating profitability as a result of increasing volumes, improving payor mix and benefits from supplemental payments. After strong performance in fiscal 2015, the operating and operating EBITDA margins were a healthy 7.9% and 14.7%, respectively in unaudited fiscal 2016. Fitch deducts Wise's nursing facility revenue and expenses from this calculation for reasons discussed in the body of the press release. Furthermore, Wise's earnings were positive without the benefit of supplemental Medicaid funding. IMPROVED LIQUIDITY BALANCES: The Positive Outlook is also based on greatly improved liquidity balances, with unrestricted cash and investments growing to $91.2 million at Dec. 31, 2016, from $33.8 million in fiscal 2012. This amounts to a solid 78.9% of debt, which is above Fitch's below investment grade median of 50.8% but less than its 'BBB' median of 90.8%. DECLINING DEBT POSITION: Wise's debt burden is decreasing with maximum annual debt service (MADS) of $8.44 million equal to 3.1% of revenues in fiscal 2016 (unaudited Dec. 31 year-end), down from 5.3% in fiscal 2013. Fitch deducts Wise's nursing facility revenue from this calculation for reasons discussed in the body of the press release. Additionally, debt to capitalization dropped to 45.6% in unaudited fiscal 2016, from 62.9% in fiscal 2013. GOOD MARKET POSITION: Wise's primary service area inpatient market share was good at approximately 55% in 2015. There is not any other inpatient providers located in Wise County and no other single hospital has an inpatient market share greater than 10%. Fitch views the system's growing volume trends and strong market presence, bolstered by the opening of the 12-bed Parkway Surgical and Cardiovascular Hospital in 2014, as a positive credit factor. RATING SENSITIVITIES CASH FLOW MAINTENANCE: Fitch expects Wise Health System to continue its healthy operating performance and improved debt service coverage despite potential modifications to supplemental payment programs. Upward rating movement could occur if these trends are maintained at or around 'BBB' category levels. LIQUIDITY IMPROVEMENT: Continued growth in liquidity ratios that are more in line with investment grade metrics could lead to an upgrade. CREDIT PROFILE Wise is a healthcare system headquartered in Decatur, TX and owned and operated by the Decatur Hospital Authority. The authority is not a taxing district and the system is not supported by taxes. Wise operates a 148-bed general acute care hospital which is split into two campuses, the West Campus and the East Campus, in Decatur located about 40 miles northwest of downtown Fort Worth. In addition, Wise operates the 12-bed Parkway Surgical and Cardiovascular Hospital in the northern section of Fort Worth, TX. Wise reported $409.8 million in total revenues for the unaudited fiscal 2016 period (Dec. 31 year-end). Wise's total revenue includes $139.9 million of skilled nursing revenues from its affiliation with 13 nursing homes under various lease agreements. IMPROVED EARNINGS AND CASH FLOW As a result of increased volumes, benefits from lower average lengths of stay, a better payor mix, and higher overall supplemental payments, operating profitability improved in fiscal 2015 and unaudited fiscal 2016. Operating income jumped to $29.9 million (or a 9.1% margin) in fiscal 2015 from $13.9 million in the prior year. About $10.3 million of the gain in fiscal 2015 was due to additional supplemental payments from governmental programs. For unaudited fiscal 2016, operating income amounted to $24.6 million for a 6% margin and declined mostly due to lower supplemental payments. Wise's unaudited fiscal 2016 operating EBITDA margin was below prior year levels at 10.5%, but exceeded Fitch's 'BBB' category median of 8.7%. The figures cited in this paragraph include Wise's nursing facility revenue and expenses as reported in its audited and unaudited financial statements. As a result of the improved earnings and lower pro forma debt service, MADS coverage jumped to 5.9x in fiscal 2015 and 5.2x in unaudited fiscal 2016, from 3.7x in fiscal 2014. Without the benefit of the $3.3 million of Minimum Payment Amount Program (MPAP) funds described below, MADS coverage remains very healthy at 4.8x in unaudited fiscal 2016. These MADS coverage levels compare very well to Fitch's 'BBB' median of 3.0x. SUPPLEMENTAL PAYMENT PROGRAMS Wise receives supplemental payments from the Texas Medicaid Waiver program, which is set to expire on Dec. 31, 2017. Fitch expects the program will be extended for an interim period while a permanent solution is negotiated among the state of Texas and the federal government. Wise received $22.2 million in fiscal 2015, $18.6 million in fiscal 2016 and budgeted to receive $14 million in fiscal 2017. While Wise has traditionally relied upon these funds for its operating earnings, the system's performance has been positive without these monies over the past two fiscal years. Although Fitch does not expect an elimination of this funding mechanism, a cutback or adjustment is possible. Wise's continued ability to operate profitably without these funds would be a positive credit factor. Wise also participates in the MPAP, which allows nursing homes to receive additional Medicaid funds. Wise leases 13 nursing homes under the program which are being operated by existing operators through management agreements. By virtue of the lease agreements, each long-term care provider qualifies as a 'non-state-government operated nursing facility' and is eligible to receive higher reimbursement payments. These supplemental payments are shared among the nursing facilities and Wise through the fee paid to manage the operations. Wise received $1.1 million of MPAP funds in 2014, $3.9 million in fiscal 2015 and $3.3 million in fiscal 2016. The MPAP program is scheduled to end on Sept. 30, 2017 and will be replaced with a new program approved by the state of Texas, the Quality Incentive Payment Program (QIPP). QIPP will focus on providing enhanced payments to nursing providers that develop and implement quality improvement programs. Fitch expects that payments under QIPP have the potential to be reduced or modified, but it is not a credit concern since the nursing facility agreements are not a core hospital function. The unaudited fiscal 2016 operating margin without accounting for the nursing facility operations is higher at 7.9%, versus 6% when including the $139.97 million of nursing facility revenues and $136.69 million of nursing facility fees. IMPROVED LIQUIDITY METRICS As a result of the higher earnings and debt financed capital projects, Wise's liquidity position has materially improved over the last few years. Unrestricted cash and investments almost tripled to $91.2 million at Dec. 31, 2016 from $33.8 million in fiscal 2012. At unaudited fiscal 2016 year-end, the system's reported cash and unrestricted investments equated to 140.3 days cash on hand, above the below investment grade median of 95.7 days, and a cushion ratio of 10.8x, which is also above with 6.4x below investment grade median. Wise had above average days in accounts receivable balances of 84.4 days at the end of unaudited fiscal 2016, which is an opportunity for enhanced cash collections. Fitch's calculation of days cash on hand eliminates the expenses of the nursing facilities from the MPAP, as Wise is not liable for costs beyond the management fees, which are paid from the nursing facility revenues. CAPITAL SPENDING A recently completed project is a 69,000 square foot rehabilitation and sports medicine facility adjacent to the main Decatur East Campus. The $15 million cost was partially funded with $10 million from the series 2014A bond proceeds. Construction commenced last year and costs increased by about $2 million over projected levels. Strategic capital projects during fiscal 2017 include an expansion at Wise's Parkway Surgical and Cardiovascular Hospital and another new surgical and cardiovascular hospital in Argyle, TX. To moderate capital costs and align with physicians, the Argyle campus will be constructed and managed by outside partners. Wise will initiate an operating lease for the Argyle campus upon its completion in early 2018. Wise also restructured its Parkway facility investment with external managers and investors. As a result, Wise repaid a $13 million capitalized lease on the Parkway facility and also entered into an operating lease for the campus. While Wise has exhibited a fairly aggressive growth strategy, preliminary capital plans for a possible second tower at its East Campus are not expected in the medium term. While very preliminary costs estimates were substantial at $62 million, Fitch has not factored the plans into its rating or outlook. [*] Individuals Account for 25%+ of Ch. 11 Filings, ABI Says ------------------------------------------------------------ The results of the "National Study of Individual Chapter 11 Bankruptcies," commissioned by the ABI Endowment Fund, found that individuals account for more than a quarter of chapter 11 bankruptcy filings, and that this share has grown over time. The empirical study examined how and why individuals decide between chapter 11 and chapter 13 when filing for bankruptcy. "For individuals, chapter 11 is more expensive and complicated than the much more common chapter 13 because the applicable rules are a hybrid of those that apply in chapter 13 and those that apply to entities in chapter 11," according to Profs. Richard M. Hynes, principal investigator, Anne Lawton, associate investigator, and Margaret Howard, reporter for the study. "Some debtors may be forced into chapter 11 by chapter 13's debt limits, but many debtors who are eligible for chapter 13 choose chapter 11." Individual chapter 11 debtors have much higher incomes, substantially more assets and much more debt, and they are far more likely to operate a business, according to the study. As a result, they are more likely to have complicated cases and to have difficulty complying with chapter 13's tight deadlines. "Chapter 11 debtors also have substantial real estate interests (and substantial mortgage debt that they need to modify), and they may, therefore, need plans of reorganization that extend beyond five years," according to the researchers. The study found that a little more than a third of individuals in chapter 11 "succeed" by confirming a plan and avoiding dismissal or conversion for 881 days. The success rates of individual chapter 11 cases are higher when they involve joint filings or significant real property, and lower in no-asset cases and cases in which the debtor is represented by an inexperienced attorney or no attorney at all. The researchers also found that cases are more likely to succeed in jurisdictions that follow a broad, rather than narrow, interpretation of the absolute priority rule exception. The results of the “National Study of Individual Chapter 11 Bankruptcies” were published in the Winter 2017 ABI Law Review (Volume 25, No. 1). Members of the press interested in obtaining a copy of the study should contact John Hartgen at 703-894-5935 or jhartgen@abiworld.org. ABI is the largest multi-disciplinary, nonpartisan organization dedicated to research and education on matters related to insolvency. ABI was founded in 1982 to provide Congress and the public with unbiased analysis of bankruptcy issues. The ABI membership includes more than 12,000 attorneys, accountants, bankers, judges, professors, lenders, turnaround specialists and other bankruptcy professionals, providing a forum for the exchange of ideas and information. For additional information on ABI, visit www.abiworld.org. For additional conference information, visit http://www.abi.org/calendar-of-events. [*] Moody's: 6 Illinois Public Universities on Review for Downgrade ------------------------------------------------------------------- Moody's Investors Service has placed six Illinois public universities on review for downgrade, impacting a total of approximately $2.2 billion of public university debt. The review is prompted by failure of the State of Illinois to enact a budget providing full operating funding to the universities for the current fiscal year (FY) 2017 and resulting operational and liquidity strains on the universities. The affected universities are: - University of Illinois (Aa3 for Auxiliary Facilities System Revenue Bonds and Certificates of Participation, A1 for South Campus Development Bonds, and A3 for Health Services Facilities System Revenue Bonds); - Illinois State University (Baa1 for the Auxiliary Facilities System Revenue Bonds and Baa2 for the Certificates of Participation); - Southern Illinois University (Baa2 for the Housing & Auxiliary Facilities System Revenue Bonds and Baa3 for the Certificates of Participation); - Northern Illinois University (Baa3 for the Auxiliary Facilities System Revenue Bonds and Ba1 for the Certificates of Participation); - Governors State University (Ba1 for the University Facilities System Revenue Bonds and Ba2 for the Certificates of Participation); and - Eastern Illinois University (B1 for the Auxiliary Facilities System Revenue Bonds and Caa1 for the Certificates of Participation). Earlier, Moody's downgraded Northeastern Illinois University's Certificates of Participation to B1 from Ba2 and placed the rating on review for downgrade. The reviews will focus on each university's exposure to continuing state budget pressure given failure of the state to adopt a budget for the current fiscal year and the resulting use of each university's own liquidity to bridge the funding shortfall. This includes an assessment of projected liquidity and operating performance for each university for the June 30, 2017 fiscal year-end. Moody's will reviews contingency plans and other expense actions initiated to cope with the shortfall in state operating appropriations. Also included in the reviews are budgeted FY 2018 operations and assumptions. Moody's will also assess each university's near-term debt service commitments against pledged revenues and related reserves. The result of the review could result in differing actions, including some potential multi-notch rating actions depending on liquidity and ongoing ability to adjust to the prolonged lack of state operating funding. METHODOLOGY The principal methodology used in these ratings was Global Higher Education published in November 2015. The additional methodology used in rating the University of Illinois' South Campus Development Project Bonds was Tax Increment Debt published in June 2015. [*] Q1 Bankruptcy Filings Down Slighty from 2016, ABI Says ---------------------------------------------------------- Total U.S. bankruptcy filings fell slightly in the first calendar quarter (Jan. 1-March 31) of 2017 from the same period in 2016, according to data provided by Epiq Systems, Inc. Bankruptcy filings totaled 195,199 in the first quarter of 2017, down just 0.23 percent from the 195,647 filings registered in the first calendar quarter of 2016. The 185,868 total noncommercial filings recorded in the first calendar quarter of 2017 represented a 0.27 percent decrease from the 2016 total of 186,376. Total commercial filings for the first three months of 2017 were 9,331, representing a 1 percent increase from the 9,271 filings during the same period in 2016. Total commercial chapter 11 filings represented the largest change, as the 1,270 during the first three months of 2017 represented an 11 percent drop from the 1,428 filings reported last year. "Filing decreases are beginning to level off as more struggling businesses and households turn to the financial relief of bankruptcy," said ABI Executive Director Samuel J. Gerdano. "Distress in the retail sector is pushing up the total number of business filings, and we are also seeing an uptick in consumer filings from previous months." In March, ABI announced the Commission on Consumer Bankruptcy to examine the consumer bankruptcy system and issue a report with recommended improvements that can be implemented within the existing legal structure. The 15-member expert panel aims to modernize the consumer bankruptcy system with practical and cost-effective recommendations, building on the framework established by the Bankruptcy Code of 1978 and Bankruptcy Abuse Prevention and Consumer Protection Act of 2005. For the month of March 2017, the 81,590 total recorded filings represented an increase of 4 percent from the 78,372 filings registered in March 2016. The 77,932 total noncommercial filings in March 2017 also represented a 4 percent increase over the March 2016 total of 74,988. Total commercial filings in March 2017 increased 8 percent to 3,658 over the 3,384 filings recorded in March 2016. Commercial chapter 11 filings increased 4 percent to 3,547 in March 2017 over the 3,407 filings the previous year. The average nationwide per capita bankruptcy filing rate for the first three months of 2017 increased to 2.51 (total filings per 1,000 per population) from the 2.19 filing rate of the first two months of the year. States with the highest per capita filing rate (total filings per 1,000 population) for the first quarter of 2017 were: 1. Alabama (5.92) 2. Tennessee (5.74) 3. Georgia (4.83) 4. Mississippi (4.24) 5. Illinois (4.18) ABI has partnered with Epiq Systems, Inc. in order to provide the most current bankruptcy filing data for analysts, researchers and members of the news media. Epiq Systems is a leading provider of managed technology for the global legal profession. For further information about the statistics or additional requests, please contact ABI Public Affairs Manager John Hartgen at 703-894-5935 or jhartgen@abiworld.org. ABI is the largest multi-disciplinary, nonpartisan organization dedicated to research and education on matters related to insolvency. ABI was founded in 1982 to provide Congress and the public with unbiased analysis of bankruptcy issues. The ABI membership includes more than 12,000 attorneys, accountants, bankers, judges, professors, lenders, turnaround specialists and other bankruptcy professionals, providing a forum for the exchange of ideas and information. For additional information on ABI, visit www.abi.org. For additional conference information, visit http://www.abi.org/calendar-of-events. Epiq Systems is a leading provider of managed technology for the global legal profession. Epiq Systems offers innovative technology solutions for electronic discovery, document review, legal notification, claims administration and controlled disbursement of funds. Epiq System’s clients include leading law firms, corporate legal departments, bankruptcy trustees, government agencies, mortgage processors, financial institutions, and other professional advisors who require innovative technology, responsive service and deep subject-matter expertise. For more information on Epiq Systems, Inc., please visit http://www.epiqsystems.com. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2017. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000 or Nina Novak at 202-362-8552. *** End of Transmission ***