/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/170519.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, May 19, 2017, Vol. 21, No. 138 Headlines 135 WEST 13: Case Summary & 9 Unsecured Creditors 15 JOHN CORP: To Use Cash From Philippe Lajaunie to Pay Creditors 1668 DOMINO'S CORP: Hires Marengo-Rullan CPA as Accountant 4922 DEL RAY: U.S. Trustee Unable to Appoint Committee 5 STAR INVESTMENT: Trustee Selling South Bend Property for $101K 5 STAR INVESTMENT: Trustee Selling South Bend Property for $37.5K ABBA MEDICAL: Disclosures OK'd; Plan Hearing Set for June 8 ACTIVECARE INC: Needs Additional Time to Compete Form 10-Q ADEPTUS HEALTH: Wexford, Debello Seek Appointment of Equity Panel ALLEN CONSTRUCTION: Hires Kent Walhberg as Accountant ALTADENA LINCOLN: Taps Tiemstra Law as Reorganization Counsel AMERICAN POWER: Incurs $1.81 Million Net Loss in Second Quarter AMERICAN TRAFFIC: Moody's Assigns B2 CFR; Outlook Stable AMPLIFY ENERGY: Cancels Registration of Securities AMPLIFY ENERGY: Posts $16.4M Net Loss in First Quarter AQUA LIFE: Taps Ehrenstein Charbonneau as Legal Counsel ASHLAND GLOBAL: S&P Assigns 'BB+' Rating on Proposed Secured Loans AZTEC OIL: Secured Claim Amount to be Determined Through Litigation BASS PRO: Bank Debt Trades at 3% Off BELK INC: Bank Debt Trades at 12% Off BEN SINGER: June 8 Plan Confirmation Hearing Set BIOFIX HOLDING: Seeks to Hire Durand & Associates as Attorney BLACKBERRY LTD: Egan-Jones Cuts Commercial Paper Ratings to B BRIGGS & STRATTON: Egan-Jones Hikes Sr. Unsecured Ratings to BB+ BRISTOW GROUP: S&P Lowers CCR to 'B' on Continued Weak Operations CAMPBELLTON-GRACEVILLE: Says PCO Appointment Not Required CARRIZO OIL: S&P Retains 'B+' CCR; Outlook Stable CASTLE ARCH: Trustee Selling Tooele Property for $39K CELERITAS CHEMICALS: Manidhari Objects to Disclosure Statement CENTRAL GROCERS: U.S. Trustee Forms 7-Member Committee CHAMPAGNE SERVICES: Unsecureds to be Paid 10% Under Creditors Plan CHAPARRAL ENERGY: Posts $1.02B Net Income in First Quarter CHELLINO CRANE: Seeks to Hire Epiq as Claims Agent CHELLINO CRANE: Taps Conway MacKenzie as Financial Advisor CHELLINO CRANE: Taps Sugar Felsenthal as Legal Counsel CHELLINO CRANE: U.S. Trustee Forms 4-Member Committee CHF DEKALB II: Moody's Lowers Rating on $130MM Bonds to Ba1 CHG HEALTHCARE: S&P Assigns 'B' Rating on New 1st-Lien Term Loan CIBER INC: Taps Prime Clerk as Administrative Advisor CLINE GRAIN: New Winchester Wants to Use Cash Collateral CLINE GRAIN: Wants to Use Cash Collateral to Pay Marketing Fees CNG HOLDINGS: Moody's Affirms Caa3 CFR; Outlook Developing CROFCHICK REALTY: Hearing on Disclosures Approval Set for July 6 DAVID'S BRIDAL: Bank Debt Trades at 16% Off DORCH COMMUNITY: Refers Two Complaints to DHEC, PCO Report Says DOVECOTE LANE: Voluntary Chapter 11 Case Summary DR. MARCEL GEGATI: Has Court Okay to Use Cash Collateral EMERALD COAST: Selling Restaurant Property Through NWFL Auction ETERNAL ENTERPRISE: May Use Hartford's Cash Through May 31 EVERMILK LOGISTICS: Seeks Authorization to Use IRS Cash Collateral FETCH ACQUISITION: Moody's Assigns B2 CFR; Outlook Stable FETCH HOLDCO: S&P Assigns 'B' CCR; Outlook Stable FIRST NBC BANK: Taps Steffes Vingiello as Legal Counsel FRESH MARKET: S&P Lowers CCR to 'B-' on Weak Performance FULLBEAUTY BRANDS: Moody's Cuts Corporate Family Rating to B3 GATEWAY MEDICAL: Wants to Use Cash Collateral on Interim Basis GLOBAL ASSET: Seeks Authorization to Use Cash Collateral GOVERNMENT DEV'T: Davis Polk Advises Bondholders in Restructuring GP INVESTMENTS: Fitch Affirms and Withdraws B+ Long-Term IDR GREEN PLAINS: S&P Affirms 'B' ICR & Revises Outlook to Stable GREENVILLE DOUGH: Wants to Use AccessBank's Cash Collateral GULFMARK OFFSHORE: Commences Ch. 11 Bankruptcy Case in Delaware GV HOSPITAL: U.S. Trustee Forms 4-Member Committee HARTLAND MMI: Creditor Seeks Chapter 11 Trustee Appointment HAVEN REAL ESTATE: Seeks to Hire Alperin Nebbia as Accountants HC GROUP: S&P Lowers CCR to 'B-' on Weakened Cash Flow Prospects HELLENIC PROPERTY: U.S. Trustee Unable to Appoint Committee HOOVER GROUP: Moody's Reinstates Caa1 CFR, Outlook Negative HORISONS UNLIMITED: June 7 Hearing on PCO Appointment Set HUDSON HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors ILLINOIS STAR: Taps Carmody MacDonald as Legal Counsel IMAGINE! PRINT: Moody's Lowers CFR to B3 on High Debt Levels IMPLANT SCIENCES: Delays Filing of 1st Quarter Financial Report INFORMATION SOLUTIONS: Case Summary & 20 Top Unsecured Creditors INLAND ENVIRONMENTAL: Seeks to Hire GBH CPAs as Accountant IOWA FINANCE: Fitch Affirms B- Rating on 2013 & 2016 Disaster Bonds IRON MOUNTAIN: S&P Affirms 'BB-' CCR; Outlook Remains Stable ISTAR INC: Fitch Assigns B+ Long-Term Issuer Default Rating J & W TRAILER: Taps Bulie Law Office as Legal Counsel J. CREW: Bank Debt Trades at 34% Off JAMES WATKINS: Midway Buying Chevrolet 2500 Pickup Truck for $45K JET SERVICES INC: Taps Speegle Hoffman Holman as Special Counsel JHL INDUSTRIAL: Seeks to Hire Wadsworth Warner Conrardy as Counsel JIM HANKINS AIR: Sale of Destin Condo Unit for $150K Approved JMMR HOLDINGS: Seeks to Hire Gagnon Eisele as Legal Counsel JOHNSTON AUTO BODY: U.S. Trustee Unable to Appoint Committee KEENEY TRUCK: Taps AGES Professional as Auctioneer KINDER MORGAN: Egan-Jones Raises Sr. Unsecured Ratings to BB+ LA PALOMA GENERATING: Has OK to Use Cash Collateral Until Dec. 31 LAKEWOOD AT GEORGIA: Asks for Permission to Use Cash Collateral LARKIN EXCAVATING: Case Summary & 20 Largest Unsecured Creditors LAURITSEN FIREWOOD: Case Summary & 20 Largest Unsecured Creditors LB VENTURES: Has Authorization to Continue Using Cash Collateral LONE PINE: Asks for Court's Permission to Use Cash Collateral MARINA BIOTECH: Incurs $1.08 Million Net Loss in First Quarter MARK BENJAMIN: Julie Salvi Buying Clarendon Property for $1.1M MARSH SUPERMARKETS: Taps Prime Clerk as Claims Agent MAYA RESTAURANTS: Taps MPA's Jason Cortazzo as Insurance Adjuster MCGAHAN FAMILY: Court Approves Disclosure Statement MEMORIAL PRODUCTION: David Polk Served as Adviser in Chapter 11 MICHAEL BAKER: Moody's Cuts CFR to Caa1; Outlook Stable MILLENNIUM PARK: S&P Assigns 'B-' CCR; Outlook Stable MONACO MOTEL: Asks For Court's Authorization to Use Cash Collateral MONROE HEIGHTS: U.S. Trustee Unable to Appoint Committee MOUNTAIN WEST: Deutsche Bank Seeks to Prohibit Cash Collateral Use MPM HOLDINGS: Posts $30 Million Net Loss for Q1 2017 NAPOLEON ART: Taps Robinson Brog as Legal Counsel NEIMAN MARCUS: Bank Debt Trades at 20% Off NORTH PHILADELPHIA: Has Difficulty Hiring New Workers, PCO Says NYLC LLC: Retention of Acker to Auction Wine Inventory Approved OASIS PETROLEUM: Egan-Jones Hikes Commercial Paper Ratings to B OCONEE REGIONAL: Authorized to Pay Prepetition Patient Refunds OIL PATCH TRANSPORTATION: Wants Approval to Use Cash Collateral OL FRESH LLC: Has Interim OK to Continue Cash Use Through July 12 OLIVE BRANCH: First Amended Disclosure Statement Filed OMNICOMM SYSTEMS: Posts $74,000 Net Income for First Quarter ON CALL FLAGGING: Strongstown's Wants Court to Terminate Cash Use PAAN PROPERTIES: Seeks to Hire Karapelou Law as Counsel PARAGON OFFSHORE: Files Application for Administration in UK PARAGON OFFSHORE: Files Application for Administration in UK PARAGON OFFSHORE: Posts $70 Million Net Loss in Q1 2017 PARAGON POOLS: Unsecureds to be Paid in Full Over 12 Months PATHEON HOLDINGS: Moody's Puts B3 CFR on Review for Upgrade PAWN AMERICA: Committee Taps Foley & Mansfield as Counsel PETROLEUM KINGS: Seeks to Hire Sarcone Law as Special Counsel PETSMART INC: Bank Debt Trades at 7% Off PRIME HEALTHCARE: S&P Lowers Corp. Credit Rating to 'B-' PUCHI PROPERTIES: Trustee Taps Gerald K. Smith as Legal Counsel RANGE RESOURCES: Egan-Jones Upgrades Sr. Unsecured Ratings to BB- REGAL CINEMAS: Fitch Assigns BB+ Rating to Incremental Term Loan RETAIL DESIGNS: Can't Use Symetra Life's Cash Collateral RICHARD PHILLIPS: Trustee Selling Austin Property for $2.9M ROMAN HILL: Proposes to Pay Unsecured Creditors in Full Over 96 Mos RUE21 INC: Gordon Brothers Overseeing Store Closing Sales RUE21 INC: May Close More Stores Absent Rent Concessions RUE21 INC: Reduction in Force Program to Continue RUE21 INC: Unsecureds Who Back Anticipated Plan to Get 4% Equity RYERSON HOLDING: S&P Raises CCR to 'B'; Outlook Stable SANDFORD AND SON: To Pay Debts Through $2K Monthly Budget Surplus SASSAFRAS HILL: Secured Creditor to Get $5,744 in 1 Yr, Plus 4.25% SEARCHMETRICS INC: Proposes Plan to Exit Chapter 11 Protection SEARCHMETRICS INC: Seeks to Hire EisnerAmper, Appoint CRO SEARCHMETRICS INC: Taps Chipman Brown as Legal Counsel SEARCHMETRICS INC: Taps DLA Piper as Special Counsel SEARCHMETRICS INC: Taps JND Corporate Restructuring as Claims Agent SEMTECH CORP: Egan-Jones Hikes Senior Unsecured Ratings to BB SHIRLEY MCCLURE: Trustee Selling Invitational Property for $335K SHUN LEE PALACE: U.S. Trustee Unable to Appoint Committee SKG THE PARK: Clark County Taxing Authority to Get Full Payment SOUTHWEST SILK: U.S. Trustee Unable to Appoint Committee SPECTRASCIENCE INC: Delays Filing of 1st Quarterly Report STEVE'S FROZEN: Has Court's Interim Nod to Use Cash Collateral STONE ENERGY: Egan-Jones Raises Senior Unsecured Ratings to B- SUNCOKE ENERGY: S&P Affirms 'BB-' CCR; Outlook Stable SUNSHINE HOME: Has Interim Authorization on Cash Collateral Use SUNSHINE HOME: Wants to Use Cash Collateral of IRS SURVEY SAMPLING: S&P Lowers CCR to 'B-', Outlook Negative TATOES LLC: Secured Claims Total $26.5M Under 1st Amended Plan TAYLOR EQUIPMENT: Unsecureds to be Paid Up to 30% Under Exit Plan THOMAS OVATION: Case Summary & 10 Unsecured Creditors THRU INC: Dropbox Tries to Block Approval of Plan Outline TIBCO SOFTWARE: Term Loan Upsize No Impact on Moody's B3 CFR TIDEWATER INC: Case Summary & 30 Largest Unsecured Creditors TIDEWATER INC: Files Voluntary Chapter 11 Bankruptcy Petition TIDEWATER INC: Has Prepack Plan, Sees Chapter 11 Exit by July TMX FINANCE: S&P Affirms 'B-' ICR; Outlook Remains Negative TRANSGENOMIC INC: Delays March 31 Form 10-Q for Review US VIRGIN ISLANDS: S&P Restates Notes' 'B' Rating on Watch Neg. VANGUARD NATURAL: Hearing on Exclusivity Extension Moved to May 30 VANITY SHOP: Taps Jill Motschenbacher as Accountant WEIGHT WATCHERS: Egan-Jones Raises Commercial Paper Ratings to B WEIGHT WATCHERS: S&P Affirms B- CCR & Alters Outlook to Positive WEST CONTRA COSTA: U.S. Trustee Appoints 2 Committee Members WILLOW BEND: Taps Phillip K. Wallace as Legal Counsel YRC WORLDWIDE: Bank Debt Trades at 2% Off YUM! BRANDS: Moody's Affirms Ba3 CFR & Revises Outlook to Stable [*] Fitch: Rue21 Filing Boosts US Retain Loan Default Rate to 1.7% [*] Moody's Liquidity-Stress Index Set to Decline Again in May [^] BOOK REVIEW: Risk, Uncertainty and Profit ********* 135 WEST 13: Case Summary & 9 Unsecured Creditors ------------------------------------------------- Debtor: 135 West 13 LLC c/o Eric Goodman Realty Corp. 307 E. 89th Street Attn: Matt Goodman New York, NY 10128 Case No.: 17-11371 Type of Business: The Debtor is the owner and operator of two residential properties located in Manhattan at 133 West 13th Street and 135 West 13th Street, New York, New York. The properties are multi-family rentals properties with a mix of rent stabilized and non-rent stabilized units. The properties contain a total of 12 units. The Debtor's filing was precipitated by a foreclosure action commenced by its mortgagee Village Realty Holdings LLC. In connection with the foreclosure action, the Debtor and its secured creditor executed a forbearance agreement dated Sept. 22, 2016. Under the terms of the forbearance agreement, the Debtor was entitled to a period of time to sell the property and satisfy the obligations owing to the secured creditor. However, in the event the Debtor was unable to sell the properties during the forbearance period, it was expressly contemplated and agreed that the properties could be sold in a Chapter 11 case pursuant to Section 363 or under a plan of reorganization within certain post-forbearance time frame set forth in that agreement. This case has been commenced for the Debtor to avail itself of the bargained for sale period in accordance with the provisions set forth in the forbearance agreement. Chapter 11 Petition Date: May 17, 2017 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Debtor's Counsel: Fred B. Ringel, Esq. ROBINSON BROG LEINWAND GREENE GENOVESE & GLUCK P.C. 875 Third Avenue, 9th Floor New York, NY 10022 Tel: (212) 603-6300 Fax: (212) 956-2164 E-mail: fbr@robinsonbrog.com Total Assets: $15.02 million Total Debt: $13.34 million The petition was signed by Max Dolgicer, member. Debtor's List of Nine Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Crowell & Moring LLP $65,239 Cyruli Shanks Hart $14,775 Internal Revenue Service $0 New York State Dept. of Finance $0 NYC Department of Finance $30,308 Quiles and Sons, Inc. $3,500 Rex Whitehorn & Assoc. P.C. $19,994 Sidrane & Schwartz-Sidrane $3,662 Village Realty Holdings LLC Apartment $290,000 117 Waverly Place Buildings at New York, NY 10011 133 West 13th Street and 135 West 13th Street New York (Subject to Appraisal 15 JOHN CORP: To Use Cash From Philippe Lajaunie to Pay Creditors ----------------------------------------------------------------- 15 John Corp. filed with the U.S. Bankruptcy Court for the Southern District of New York a disclosure statement referring to the Debtor's plan of reorganization. Under the Plan, Class 10 Unsecured Creditors -- holding approximately $1.2 million -- will be paid, pro rata (a) 10% of net income after first $140,000 of net income in 2017; (b) 10% of net income after first $37,500 of net income in 2018; and 10% of net income in 2019. Under the Plan, the Debtor will make initial payments to creditors using cash contributed by Philippe Lajaunie, the Debtor's principal, and will also make ongoing payments for three years after the Effective Date. Mr. Lajaunie has also agreed to release any claims he has against the Debtor for monies loaned or advanced to the Debtor, and to deliver his 100% equity interest in the Debtor into escrow, and to continue to be employed by the Debtor and using his considerable reputation to enhance the Debtor's operations, in consideration of receiving releases and discharges of claims asserted against him by creditors of the Debtor. The Plan is funded primarily by Mr. Lajaunie. Mr. Lajaunie is selling his condominium located in Colorado, and will contribute all proceeds from the sale, net of mortgages, deeds of trusts, and liens against the Condo, and net of any ordinary closing costs and attorneys' fees directly related to the closing, to fund the Plan. The Condo is encumbered by three deeds of trust in the respective amounts of $300,000, $100,000, and $60,000. Mr. Lajaunie has advised that he is discussing with the holders of the $100,000 and $60,000 deeds of trust reductions with the goal of collectively reducing those two deeds of trust by $100,000. Mr. Lajaunie believes that this can be accomplished. The Plan will also be funded by available funds from the operation of the Debtor as of the Effective Date, which likely will be minimal. The Debtor anticipates that the sale of the Condo plus the funds of the Debtor will total $130,000 to fund the Plan. The Disclosure Statement is available at: http://bankrupt.com/misc/nysb16-12453-91.pdf About 15 John Corp. 15 John Corp. aka Les Halles aka First Admin Inc. is in the business of owning and operating its restaurant operation known as "Les Halles" from real property located at 15 John Street, New York, New York 10036, a well-known restaurant in the New York City area serving celebrities and well connected and fashion related clientele. The Debtor originally opened its doors in 1998 at the subject premises. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 16-12453) on Aug. 25, 2016. The petition was signed by Philip Lajaunie, president. The case is assigned to Judge Michael E. Wiles. At the time of the filing, the Debtor estimated its assets at $50,000 to $100,000 and debts at $1 million to $10 million. The Debtor tapped Leo Fox, Esq., as counsel, and Harry A. Harrison and Aronson LLC as its accountant. 1668 DOMINO'S CORP: Hires Marengo-Rullan CPA as Accountant ---------------------------------------------------------- 1668 Domino's Corp seeks authority from the US Bankruptcy Court for the District Court for the District of Puerto Rico to employ CPA Jose E. Marengo-Rullan as accountant. The duties and responsibilities of the Accountant are: (i) prepare the Debtor's income tax return for the year ended on December 31, 2016 to be filed with the Treasury Department; (ii) prepare the Debtor's personal property tax return for the year ended on December 31, 2016, to be filed with CRIM; and (iii) perform any and all other auditing and/or accounting services that may be required and/or that are incidental to the above-referenced services. The Accountant will be paid $3,750.00 plus 4% sales tax for the income tax return and property tax return (CRIM); $75.00 plus 4% sales tax for the Municipality on Volume of Business Declaration return; and expenses, as allowed under Rule 2016 of the Federal Rules of Bankruptcy Procedure and LBR 2016-1. CPA Jose E. Marengo-Rullan attests that he is a disinterested person within the meaning of 11 U.S.C. Sec. 101 (14). The Accountant can be reached through: Jose E. Marengo-Rullan, CPA A-5 B St. Ext. La Alameda San Juan PR 00926 Tel. (787) 466-9606 Email: jose@marengocpa.com About 1668 Domino's Corp 1668 Domino's Corp, based in San Juan, Puerto Rico, filed a Chapter 11 petition (Bankr. D.P.R. Case No. 17-00042) on January 5, 2017, listing under $1 million in both assets and liabilities. Lucas A. Cordova Ayuso, Esq., at Cordova Ayuso Law Offices LLC, serves as bankruptcy counsel. 4922 DEL RAY: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------ The Office of the U.S. Trustee on May 15 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of 4922 Del Ray, LLC. About 4922 Del Ray 4922 Del Ray, LLC is a Maryland limited liability company, which owns and operates a hotel bar and restaurant in Bethesda, Maryland, trading as Quincy's Bar & Grill. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 17-14684) on April 4, 2017. The petition was signed by Martin A. Magill, managing member. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. The Debtor is represented by Steven H. Greenfeld, Esq., at Cohen Baldinger & Greenfeld, LLC. 5 STAR INVESTMENT: Trustee Selling South Bend Property for $101K ---------------------------------------------------------------- Douglas R. Adelsperger, Trustee of 5 Star Investment Group, LLC, and affiliates, asks the U.S. Bankruptcy Court for the Northern District of Indiana to authorize the private sale to William Watterud of real estate commonly known as 18890 Cleveland Road, South Bend, Joseph County, Indiana ("Cleveland Road") for $75,000; and real estate commonly known as 1124 East Dayton Street, South Bend, Joseph County, Indiana ("Dayton Street") for $26,000. On March 23, 2016, the Court entered its Order Granting Motion for Joint Administration, consolidating the Debtors' Bankruptcy Cases for purposes of administration only. On June 24, 2016, the Court entered its Agreed Order Granting Trustee's Motion for Substantive Consolidation, substantively consolidating the Debtors' bankruptcy cases for all postpetition matters and purposes, effective as of the Petition Date, and deeming that all assets and liabilities of the bankruptcy cases to be consolidated into one bankruptcy estate, to be administered in accordance with the Bankruptcy Code under the jurisdiction of the Court ("Consolidated Bankruptcy Estate"). On July 21, 2016, the Court entered Order Granting Application to Employ Tiffany Group Real Estate Advisors, LLC as the Bankruptcy Estates' Broker, authorizing the employment of Tiffany Group Real Estate Advisors, LLC as real estate brokers with respect to the sale of real estate in these bankruptcy cases. Pursuant to the agreement between the Trustee and Tiffany Group approved by the Court. Tiffany Group is entitled to receive a commission of 5% of the total purchase price for all sales that were obtained solely through the efforts of the Tiffany Group. Prior to the Petition Date, on Nov. 5, 2015, the United States Securities Exchange Commission ("SEC") filed a complaint against the Debtors' sole owner, Earl D. Miller, 5 Star Capital Fund, LLC and 5 Star Commercial, LLC, in the United States District Court for the Northern District of Indiana, Hammond Division ("SEC Action"). In its complaint, the SEC alleged that Miller, 5 Star Capital Fund, and 5 Star Commercial defrauded at least 70 investors from whom they raised funds of at least $3,900,000. Additionally, on Nov. 5, 2015, the SEC obtained an ex parte Temporary Restraining Order, asset freeze and other emergency relief in the SEC Action. Prior to the Petition Date, 5 Star Investment Group V, LLC was the sole owner of the Cleveland Road. It is subject to a tax lien for delinquent real estate taxes that have accrued for 2014 through 2016 and real estate taxes that will accrue for 2017. Cleveland Road is also subject to assessment fees for the Juday Creek Drain/Ditch, which is a lien against Cleveland Road. It is not subject to any investor mortgages. Prior to the Petition Date, 5 Star Investment Group II, LLC was the sole owner of the Dayton Street. It is subject to a tax lien for delinquent real estate taxes that have accrued for 2014 through 2016 and real estate taxes that will accrue for 2017 Dayton Street is also subject to these Investor Mortgages: a. A first priority mortgage in favor of Larry Kruse and Mary Ann Osuch dated Feb. 24, 2010. The Kruse/Osuch Mortgage was recorded on March 8, 2010 in the Office of the Recorder of St. Joseph County, Indiana, as Instrument No. 1005823. b. A second priority mortgage in favor of Marion Bontrager dated Feb. 24, 2010. The Bontrager Mortgage was recorded on March 8, 2010 in the Office of the Recorder of St. Joseph County, Indiana, as Instrument No. 1005824. Finally, Dayton Street is subject to the Mechanic's Lien in favor of Advanced Roofing & Home Improvement, LLC in the approximate sum of $460. The Mechanic's Lien was recorded on February 5, 2016 in the Office of the Recorder of St. Joseph County, Indiana, as Instrument No. 1602813. In May 2017, pursuant to the sole efforts of the Tiffany Group, the Trustee entered into the Purchase Agreement for the sale of Cleveland Road and Dayton Street ("Real Estate") to the Purchaser for the total purchase price of $101,000. The Purchase Agreement provides for the sale of the Real Estate, free and clear of all liens, encumbrances, claims and interests. It also provides that any portion of the Tax Lien that represent delinquent real estate taxes, including real estate taxes that have accrued for 2014 through 2016, will be paid in full at closing. In addition, the Purchase Agreement provides that any portion of the Tax Lien that represents real estate taxes for 2017 will be prorated as of the date immediately prior to the date of closing. Further, it provides that any other special assessment liens, utilities, water and sewer charges and any other charges customarily prorated in similar transactions will be prorated as of the date immediately prior to the date of closing. A copy of the Purchase Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/5_Star_752_Sales.pdf Although the Trustee is still in the process of liquidating the assets of the Consolidated Bankruptcy Estate, it appears that the assets will fall short of paying the plethora of claimants. Unfortunately, under these circumstances, no distribution method can possibly compensate all the investors/creditors fully for their losses. In order to ensure the fair and equitable treatment of all investors/creditors in these bankruptcy cases, the Trustee proposes to sell all real estate free and clear of investor mortgages, with the liens to attach to the proceeds until further order of the Court. The Trustee anticipates that the resolution of how the funds should be distributed will be raised in the future pursuant to either a chapter 11 plan and/or separate actions. At such time, all parties can be heard on how the proceeds from the sale of the Real Estate secured by the Investor Mortgages should be distributed. The Trustee submits that the proposed sale pursuant to the Purchase Agreement will accomplish a "sound business purpose" and will result in the maximized value for the Real Estate. The Trustee believes, based on the advice of the Tiffany Group, that the total purchase price of 101,000 reflects the combined fair market value of the Real Estate, and it therefore maximizes recovery. Accordingly, the Trustee asks the Court to enter an Order authorizing him, on behalf of the Consolidated Bankruptcy Estates, to (i) sell the Real Estate to the Purchaser pursuant to the terms and conditions of the Purchase Agreement free and clear of all liens, encumbrances, claims and interests; (ii) disburse from the sale proceeds, first to pay the costs and expenses of the sale, including the commission owed to Tiffany Group (approximately $5,050), second to pay all real estate taxes and assessments outstanding and unpaid at the time of the sale, including the Tax Liens and the Drain/Ditch Lien, third to Advanced Roofing for the Mechanic's Lien in the approximate sum of $460, and fourth to pay the prorated portions for any other special assessment liens, utilities, water and sewer charges and any other charges customarily prorated in similar transactions; and (iii) retain the excess proceeds from the sale until further order of the Court. The Trustee asks the Court to waive the requirements of Bankruptcy Rule 6004(h) in order to allow the Trustee to timely and expeditiously consummate the proposed sale. The Purchaser can be reached at: William Watterud 611 S. Main Street Mishawaka, IN 46544 About 5 Star Investment Group 5 Star Investment Group, LLC, and its 10 affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ind. Lead Case No. 16-30078) on Jan. 25, 2016. 5 Star estimated its assets at up to $50,000 and its liabilities between $1 million and $10 million. The Debtor's counsel is Katherine C. O'Malley, Esq., at Cozen O'Connor, in Chicago, Illinois. The cases are assigned to Judge Harry C. Dees, Jr. On Feb. 29, 2016, Douglas R. Adelsperger was appointed as Chapter 11 trustee in each of the bankruptcy cases. On March 23, 2016, the Court entered an order consolidating the bankruptcy cases for purposes of administration only. 5 STAR INVESTMENT: Trustee Selling South Bend Property for $37.5K ----------------------------------------------------------------- Douglas R. Adelsperger, Trustee of 5 Star Investment Group, LLC, and affiliates, asks the U.S. Bankruptcy Court for the Northern District of Indiana to authorize the private sale of real estate commonly known as 1649 East Fox Street, South Bend, Joseph County, Indiana, to Steve and Sue Dorbin for $37,500. On March 23, 2016, the Court entered its Order Granting Motion for Joint Administration, consolidating the Debtors' Bankruptcy Cases for purposes of administration only. On June 24, 2016, the Court entered its Agreed Order Granting Trustee's Motion for Substantive Consolidation, substantively consolidating the Debtors' bankruptcy cases for all postpetition matters and purposes, effective as of the Petition Date, and deeming that all assets and liabilities of the bankruptcy cases to be consolidated into one bankruptcy estate, to be administered in accordance with the Bankruptcy Code under the jurisdiction of the Court ("Consolidated Bankruptcy Estate"). On July 21, 2016, the Court entered Order Granting Application to Employ Tiffany Group Real Estate Advisors, LLC as the Bankruptcy Estates' Broker, authorizing the employment of Tiffany Group Real Estate Advisors, LLC as real estate brokers with respect to the sale of real estate in these bankruptcy cases. Pursuant to the agreement between the Trustee and Tiffany Group approved by the Court. Tiffany Group is entitled to receive a commission of 5% of the total purchase price for all sales that were obtained solely through the efforts of the Tiffany Group. Prior to the Petition Date, on Nov. 5, 2015, the United States Securities Exchange Commission ("SEC") filed a complaint against the Debtors' sole owner, Earl D. Miller, 5 Star Capital Fund, LLC and 5 Star Commercial, LLC, in the United States District Court for the Northern District of Indiana, Hammond Division ("SEC Action"). In its complaint, the SEC alleged that Miller, 5 Star Capital Fund, and 5 Star Commercial defrauded at least 70 investors from whom they raised funds of at least $3,900,000. Additionally, on Nov. 5, 2015, the SEC obtained an ex parte Temporary Restraining Order, asset freeze and other emergency relief in the SEC Action. Prior to the Petition Date, 5 Star Investment Group II, LLC was the sole owner of the Real Estate. It is subject to a tax lien for delinquent real estate taxes that have accrued for 2014 through 2016 and real estate taxes that will accrue for 2017. The Real Estate is also subject to these Investor Mortgages: a. A first priority mortgage in favor of Joni Lehman dated July 7, 2010. The Lehman Mortgage was recorded on July 12, 2010 in the Office of the Recorder of St. Joseph County, Indiana, as Instrument No. 1018406. b. A second priority mortgage in favor of Joe Miller dated July 7, 2010. The Miller Mortgage was recorded on July 12, 2010 in the Office of the Recorder of St. Joseph County, Indiana, as Instrument No. 1018407, and rerecorded on March 4, 2013 as Instrument No. 1306283. On May 11, 2017, pursuant to the sole efforts of the Tiffany Group, the Trustee entered into the Purchase Agreement for the sale of the Real Estate to the Purchasers for $37,500. The Purchase Agreement provides for the sale of the Real Estate, free and clear of all liens, encumbrances, claims and interests. It also provides that any portion of the Tax Lien that represent delinquent real estate taxes, including real estate taxes that have accrued for 2014 through 2016, will be paid in full at closing. In addition, the Purchase Agreement provides that any portion of the Tax Lien that represents real estate taxes for 2017 will be prorated as of the date immediately prior to the date of closing. Further, it provides that any other special assessment liens, utilities, water and sewer charges and any other charges customarily prorated in similar transactions will be prorated as of the date immediately prior to the date of closing. A copy of the Purchase Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/5_Star_749_Sales.pdf Although the Trustee is still in the process of liquidating the assets of the Consolidated Bankruptcy Estate, it appears that the assets will fall short of paying the plethora of claimants. Unfortunately, under these circumstances, no distribution method can possibly compensate all the investors/creditors fully for their losses. In order to ensure the fair and equitable treatment of all investors/creditors in these bankruptcy cases, the Trustee proposes to sell all real estate free and clear of investor mortgages, with the liens to attach to the proceeds until further order of the Court. The Trustee anticipates that the resolution of how the funds should be distributed will be raised in the future pursuant to either a chapter 11 plan and/or separate actions. At such time, all parties can be heard on how the proceeds from the sale of the Real Estate secured by the Investor Mortgages should be distributed. The Trustee submits that the proposed sale pursuant to the Purchase Agreement will accomplish a "sound business purpose" and will result in the maximized value for the Real Estate. The Trustee believes, based on the advice of the Tiffany Group, that the purchase price of $37,500 reflects the combined fair market value of the Real Estate, and it therefore maximizes recovery. Accordingly, the Trustee asks the Court to enter an Order authorizing him, on behalf of the Consolidated Bankruptcy Estates, to (i) sell the Real Estate to the Purchaser pursuant to the terms and conditions of the Purchase Agreement free and clear of all liens, encumbrances, claims and interests; (ii) disburse from the sale proceeds, first to pay the costs and expenses of the sale, including the commission owed to Tiffany Group (approximately $1,875), second to pay all real estate taxes and assessments outstanding and unpaid at the time of the sale, including the Tax Lien, and third to pay the prorated portions for any other special assessment liens, utilities, water and sewer charges and any other charges customarily prorated in similar transactions; and (iii) retain the excess proceeds from the sale until further order of the Court. The Trustee asks the Court to waive the requirements of Bankruptcy Rule 6004(h) in order to allow the Trustee to timely and expeditiously consummate the proposed sale. The Purchaser can be reached at: Steve and Sue Dorbin 14368 Red Fox Dr. Granger, IN 46530 About 5 Star Investment Group 5 Star Investment Group, LLC, and its 10 affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ind. Lead Case No. 16-30078) on Jan. 25, 2016. 5 Star estimated its assets at up to $50,000 and its liabilities between $1 million and $10 million. The Debtor's counsel is Katherine C. O'Malley, Esq., at Cozen O'Connor, in Chicago, Illinois. The cases are assigned to Judge Harry C. Dees, Jr. On Feb. 29, 2016, Douglas R. Adelsperger was appointed as Chapter 11 trustee in each of the bankruptcy cases. On March 23, 2016, the Court entered an order consolidating the bankruptcy cases for purposes of administration only. ABBA MEDICAL: Disclosures OK'd; Plan Hearing Set for June 8 ----------------------------------------------------------- The Hon. Kathryn C. Ferguson of the U.S. Bankruptcy Court for the District of New Jersey has approved ABBA Medical Transportation, LLC's disclosure statement dated April 27, 2017, referring to the Debtor's plan of reorganization. A hearing to consider the confirmation of the Debtor's Plan is scheduled for June 8, 2017. Written acceptances, rejections or objections to the Plan will be filed with the attorney for the plan proponent not less than seven days before the hearing on confirmation of the Plan. About ABBA Medical Transportation ABBA Medical Transportation, LLC, an ambulance transportation provider, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. N.J. Case No. 16-25389) on Aug. 10, 2016. The case is assigned to Judge Ferguson. Andrew J. Kelly, Esq., at The Kelly Firm P.C. serves as the Debtor's legal counsel. The Debtor hired Robert Matticola, CPA, at Lawson, Rescinio, Schibell & Associates, P.C. ACTIVECARE INC: Needs Additional Time to Compete Form 10-Q ---------------------------------------------------------- ActiveCare, Inc. filed with the Securities and Exchange Commission a Form 12b-25 notifying the delay in the filing of its quarterly report on Form 10-Q for the period ended March 31, 2017. The Company said it needs additional time to complete the presentation of its financial statements and the analysis of thereof. About ActiveCare South West Valley City, Utah-based ActiveCare, Inc., develops and markets products for monitoring the health of and providing assistance to mobile and homebound seniors and the chronically ill. ActiveCare is organized into three businesses. The Stains and Reagents segment is engaged in the business of manufacturing and marketing medical diagnostic stains, solutions and related equipment to hospitals and medical testing labs. The CareServices segment is engaged in the business of developing, distributing and marketing mobile health monitoring and concierge services to distributors and customers. The Chronic Illness Monitoring segment is primarily engaged in the monitoring of diabetic patients on a real time basis. ActiveCare incurred a net loss attributable to common stockholders of $16.33 million for the year ended Sept. 30, 2016, following a net loss attributable to common stockholders of $12.82 million for the year ended Sept. 30, 2015. Tanner LLC, in Salt Lake City, Utah, issued a "going concern" opinion on the consolidated financial statements for the year ended Sept. 30, 2016, citing that the Company has recurring losses, negative cash flows from operating activities, negative working capital, negative total equity, and certain debt that is in default. These conditions, among others, raise substantial doubt about its ability to continue as a going concern. ADEPTUS HEALTH: Wexford, Debello Seek Appointment of Equity Panel ----------------------------------------------------------------- Wexford Spectrum Investors, LLC, and Debello Investors, LLC, have filed a motion seeking the appointment of an official committee of equity security holders for Adeptus Health Inc. In their motion filed with the U.S. Bankruptcy Court for the Northern District of Texas, the companies pointed out the need to appoint a committee to protect the interests of Adeptus' public shareholders. "The DIP facility proposed by the debtors would make [Adeptus] subject to the DIP lender's liens and superpriority claims even though [Adeptus] receives no value or benefit from such facility," the companies argued in the court filing. "The proposed plan that is being pressed forward at lightning speed and locked in place by the proposed DIP financing would entirely eliminate the interests of public shareholders," the companies further argued. Wexford and Debello represented by: Phillip Lamberson, Esq. Rakhee V. Patel, Esq. Annmarie Chiarello, Esq. WINSTEAD PC 500 Winstead Building 2728 N. Harwood Street Dallas, TX 75201 Tel: (214) 745-5400 Fax: (214) 745-5390 Email: plamberson@winstead.com rpatel@winstead.com achiarello@winstead.com About Adeptus Health Adeptus Health LLC -- http://www.adpt.com/-- through its subsidiaries, owns and operates hospitals and free standing emergency rooms in partnership with various healthcare providers. Adeptus Health Inc. is a holding company whose sole material asset is a controlling equity interest in Adeptus Health LLC. Lewisville, Texas-based ADPT DFW Holdings LLC and its affiliates, including Adeptus Health, Inc., and Adeptus Health LLC, each filed Chapter 11 bankruptcy petitions (Bankr. N.D. Tex. Case No. 17-31432) on April 19, 2017, listing $798.7 million in total assets and $453.48 million in total debts as of Sept. 30, 2016. The petitions were signed by Andrew Hinkelman, chief restructuring officer. Judge Stacey G. Jernigan presides over the case. Elizabeth Nicolle Boydston, Esq., Kristian W. Gluck, Esq., John N. Schwartz, Esq., Timothy S. Springer, Esq., and Louis R. Strubeck, Jr., Esq., at Norton Rose Fulbright US LLP serve as the Debtors' bankruptcy counsel. The Debtors have tapped DLA Piper LLP (US) as special counsel; FTI Consulting, Inc., as chief restructuring officer; Houlihan Lokey, Inc., as investment banker; and Epiq Systems as claims and noticing agent. ALLEN CONSTRUCTION: Hires Kent Walhberg as Accountant ----------------------------------------------------- Allen Construction International, LLC seeks authority from the US Bankruptcy Court for the District of Connecticut to employ Kent Walhberg, CPA as its accountant under a general retainer. The services that Kent Wahlberg, CPA will provide are: a. advise the Debtor regarding its taxes, operating reports and other financial matters; b. advise and assist the Debtor with respect to financial forms and reports; c. review and advise the Debtor regarding tax matters; d. prepare on behalf of the Debtor the necessary applications, forms and returns; and f. provide services for all other matters that are within his field of expertise that can be of help to the Debtor. The Firm's customary hourly rates are: Kent Wahlberg, CPA $200.00 Staff Accountants $120.00 Support Staff $60.00 Kent Wahlberg, CPA attest that he has no interest adverse to the Debtor or its estate and is disinterested as that term is defined by section 101(14) of the Bankruptcy Code. The Firm can be reached through: Kent Wahlberg, CPA KENT C WAHLBERG CPA LLC 1949 Main St. Stratford, CT 06615 Phone: (203) 913-8044 About Allen Construction International Based in Milford, Connecticut, Allen Construction International, LLC filed a Chapter 11 petition (Bankr. D. Conn. Case No. 17-30134) on Feb. 1, 2017. In its petition, the Debtor disclosed $3.64 in assets and $361,517 in liabilities. The petition was signed by Jesse Allen, managing member. Judge Ann M. Nevins presides over the case. Joseph J. D'Agostino, Jr., LLC serves as the Debtor's bankruptcy counsel. No trustee, examiner or committee has been appointed in the Debtor's case. ALTADENA LINCOLN: Taps Tiemstra Law as Reorganization Counsel ------------------------------------------------------------- Altadena Lincoln Crossing, LLC seeks authority from the US Bankruptcy Court for the Central District of California, Los Angeles Division, to employ Tiemstra Law Group, PC as reorganization counsel. The Debtor seeks to employ the Firm as its reorganization counsel to assist it in the administration and operation of the voluntary bankruptcy case under Chapter 11 of the Bankruptcy Code. The firm's services will include advising and assisting the Debtor in the preparation of all statements, schedules, records and reports required by applicable law in connection with the initiation and operation of the case, attendance of the Meeting of Creditors, and appearance at all hearings where the attorney for the Debtor is required to appear. The Firm's current hourly rates are: James A. Tiemstra, Esq. $525.00 Lisa Lenherr, Esq. $350.00 Susan M. LeBlanc, Paralegal $175.00 Lisa Lenherr attests that the Firm does not have any connections with the Debtor, its creditors, any other party in interest, their respective attorneys and accountants, the United States Trustee or any other person employed in the Office of the United States Trustee. The Firm can be reached through: James A. Tiemstra, Esq. Lisa Lenherr, Esq. TIEMSTRA LAW GROUP, PC 1111 Broadway, Suite 1501 Oakland, CA 94607-4036 Tel: (510) 987-8000 Fax: (510) 987-7219 E-mail: jat@tiemlaw.com About Altadena Lincoln Crossing Altadena Lincoln Crossing LLC filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 17-14276) on April 7, 2017. Judge Sheri Bluebond is the case judge. The Debtor is represented by Lisa Lenherr, Esq. and James A. Tiemstra, Esq. at Tiemstra Law Group, PC. AMERICAN POWER: Incurs $1.81 Million Net Loss in Second Quarter --------------------------------------------------------------- American Power Group Corporation filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss available to common stockholders of $1.81 million on $1.11 million of net sales for the three months ended March 31, 2017, compared to a net loss available to common stockholders of $3.07 million on $608,526 of net sales for the three months ended March 31, 2016. For the six months ended March 31, 2017, the Company reported a net loss available to common stockholders of $3.63 million on $1.54 million of net sales compared to a net loss available to common stockholders of $6.22 million on $1.10 million of net sales for the six months ended March 31, 2016. As of March 31, 2017, American Power had $10.33 million in total assets, $11.31 million in total liabilities and a total stockholders' deficit of $987,272. As of March 31, 2017, the Company had $988,559 cash and cash equivalents and a working capital deficit of $3,295,010, which reflects the inclusion of $2,600,000 of Subordinated Contingent Convertible Promissory Notes issued on Jan. 27, 2017. "We continue to incur recurring losses from operations, which raises substantial doubt about our ability to continue as a going concern unless we secure additional capital to fund our operations as well as implement initiatives to reduce our cash burn in light of lower diesel/natural gas price spreads and the impact it has had on our business as well as the slower than anticipated ramp of our flare capture and recovery business," the Company stated in the filing. "Management understands that our continued existence is dependent on our ability to generate positive operating cash flow, achieve profitability on a sustained basis and generate improved performance. We have historically funded our operations primarily through debt and equity issuances. Management is currently pursuing several additional financing options to fund our operations and believes that we will be successful in raising additional capital. No assurances can be given, however that additional capital will be available on terms acceptable to the Company or at all." A full-text copy of the Form 10-Q is available for free at: https://is.gd/RDUF7U About American Power Group American Power Group's alternative energy subsidiary, American Power Group, Inc. -- http://www.americanpowergroupinc.com/-- provides a cost-effective patented Turbocharged Natural Gas conversion technology for vehicular, stationary and off-road mobile diesel engines. American Power Group's dual fuel technology is a unique non-invasive energy enhancement system that converts existing diesel engines into more efficient and environmentally friendly engines that have the flexibility to run on: (1) diesel fuel and liquefied natural gas; (2) diesel fuel and compressed natural gas; (3) diesel fuel and pipeline or well-head gas; and (4) diesel fuel and bio-methane, with the flexibility to return to 100 percent diesel fuel operation at any time. The proprietary technology seamlessly displaces up to 80% of the normal diesel fuel consumption with the average displacement ranging from 40 percent to 65 percent. The energized fuel balance is maintained with a proprietary read-only electronic controller system ensuring the engines operate at original equipment manufacturers' specified temperatures and pressures. Installation on a wide variety of engine models and end-market applications require no engine modifications unlike the more expensive invasive fuel-injected systems in the market. American Power reported a net loss available to common stockholders of $10.40 million on $1.86 million of net sales for the year ended Sept. 30, 2016, compared to a net loss available to common stockholders of $1.04 million on $2.95 million of net sales for the year ended Sept. 30, 2015. Schechter Dokken Kanter Andrews & Selcer, Ltd., in Minneapolis, Minnesota, issued a "going concern" qualification on the consolidated financial statements for the year ended Sept. 30, 2016, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. AMERICAN TRAFFIC: Moody's Assigns B2 CFR; Outlook Stable -------------------------------------------------------- Moody's Investors Service assigned a B2 Corporate Family Rating (CFR) and B2-PD Probability of Default Rating (PDR) to Greenlight Merger Corporation. Concurrently, Moody's assigned a B1 to the proposed $325 million senior secured first lien term loan and a Caa1 to the proposed $100 million senior secured second lien term loan. The rating outlook is stable. Greenlight Merger Corporation is a new legal entity that has been established as part of a transaction whereby an affiliate of Platinum Equity is acquiring American Traffic Solutions (ATS). Greenlight Merger Corporation will be the initial borrower under the credit facilities. Following the consummation of the buyout, Greenlight Merger Corporation will merge with ATS Consolidated, Inc. and ATS Consolidated, Inc. will be the surviving entity. ATS Consolidated, Inc. is the holding company for the operating subsidiaries of American Traffic Solutions. For purposes of the credit discussion, Moody's will refer to Greenlight Merger Corporation, ATS Consolidated, Inc., and American Traffic Solutions collectively as ATS. The transaction is expected to close by the end of May 2017. The following ratings are assigned: Issuer: Greenlight Merger Corporation Corporate Family Rating at B2 Probability of Default Rating at B2-PD $325 million senior secured first lien term loan due 2024 at B1 (LGD3) $100 million senior secured second lien term loan due 2025 at Caa1 (LGD5) Outlook at Stable RATINGS RATIONALE ATS' B2 CFR reflects the company's solid profitability, competitive position within its key markets, small revenue base, and moderately high leverage following the buyout transaction. The company is well positioned in its two primary markets, safety cameras and tolling solutions, supporting double digit EBITA margins but is small in terms of revenue at about $225 million for the twelve months ended March 31, 2017. Within its addressable market, ATS has an established position, a track record of serving big customers, and capabilities to support large processing volumes. However, market growth is constrained as changes in legislature are required in order to enter new states with its safety camera products. The company has a high customer concentration. Its top customer on the fleet services side of the business accounts for over half of segment revenue and its top ten municipal customers account for over two fifths of safety segment revenue in 2016. Nevertheless, the company's business is supported by multi-year contracts, an installed base of more than 3,850 cameras providing for revenue visibility, and the embedded nature of its services and software in the operations of its customers. Additionally, the company's competitive position benefits from existing connectivity with over 50 toll authorities that cover a large portion of toll roads and direct integration with more than 400 ticket issuing authorities. ATS is susceptible to pricing pressure at the time of contract renewal necessitating continuous cost efficiencies in order to maintain profitability levels. During 2016, the company demonstrated the ability to leverage its existing cost base by growing revenues while maintaining relatively flat operating and SG&A expenses. Pro forma for the transaction, debt/EBITDA on a Moody's adjusted basis for the twelve months ended March 31, 2017 was in the 5x area. Moody's anticipates that ATS will maintain a good liquidity profile over the next 12 to 18 months supported by positive free cash flow and revolver availability. The company will have minimal cash on the balance sheet at the close of the transaction but have access to a new undrawn $40 million ABL revolver due 2022. Maintenance capital expenditures of about $3 million per year and software development costs of about $1-$2 million per year are low. Growth capital expenditures are primarily driven by camera additions. The first lien term loan will have nominal amortization of 1% per year, or about $3 million. The term loans are not anticipated to have financial covenants while the ABL revolver will have a springing minimum fixed charge coverage ratio of 1.0x based on excess availability. Moody's does not expect the covenant to spring within the next 12 months. ATS' $325 million senior secured first lien term loan due 2024 is rated B1, one notch above the CFR, reflecting its contractually senior ranking relative to ATS' $100 million senior secured second lien term loan due 2025 which is rated Caa1, two notches below the CFR. Both term loans are ranked below the $40 million ABL revolving credit facility due 2022 (unrated) in Moody's Loss Given Default framework reflecting the revolver's priority claim with respect to the relatively more liquid assets of the company including accounts receivable and inventory. The revolver and term loan will have guarantees from material domestic subsidiaries. The stable rating outlook reflects Moody's expectation for modest revenue growth over the next 12 to 18 months supporting improvement in credit metrics albeit still positioning the credit within its current rating category. ATS' ratings are constrained by its small revenue base and customer and product concentration. However, factors that could support an upgrade include financial policies supporting debt/EBITDA sustained below 4x, increased scale, and continued diversification of customer base while maintaining a good liquidity profile. Factors that could result in a downgrade include debt/EBITDA above 6x, EBITA/interest approaching 1.25x, loss of significant customers, deterioration in liquidity, or debt-financed acquisitions or dividends. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. ATS, headquartered in Mesa, Arizona, is a technology-enabled services company providing road safety cameras for municipalities in addition to toll, violation management, and title and registration services for rental car and fleet management companies. The company operates in two business segments, State and Local Government Solutions (SLGS) and Fleet Services, servicing customers in the US and Canada. Revenues for the twelve months ended March 31, 2017 were approximately $225 million. AMPLIFY ENERGY: Cancels Registration of Securities -------------------------------------------------- Amplify Energy Corp., formerly known as Memorial Production Partners, LP, filed a Form 15 with the Securities and Exchange Commission to cancel the registration of these securities: -- Common Units Representing Limited Partnership Interests of Memorial Production Partners, LP, the predecessor of Amplify Energy Corp. -- Common Stock, par value $0.0001 per share, of Amplify Energy Corp. On April 14, 2017, the United States Bankruptcy Court for the Southern District of Texas approved and confirmed the Second Amended Joint Plan of Reorganization of Memorial Production Partners LP, et al. The Plan became effective on May 4, 2017. In connection with the effectiveness of the Plan, among other things: (1) all previously issued and outstanding common units representing limited partner interests of MEMP were cancelled and extinguished and (2) new common stock, par value $0.0001 per share of Amplify Energy Corp., the successor to MEMP, was issued for distribution in accordance with the Plan. The Form 15 was filed solely for the purpose of terminating the registration of the Units under Section 12(g). Amplify continues to be subject to reporting requirements under Section 15(d) of the Securities Exchange Act of 1934, as amended. From Nasdaq to OTC The Common Units were also removed from listing by NASDAQ Stock Market LLC, according to a Form 25 filed with the SEC on May 4. In an April 6 disclosure with the SEC, MEMP related that on January 17, 2017, the Partnership received a letter from the Listing Qualifications Department of The NASDAQ Stock Market LLC notifying the Partnership that, as a result of the Chapter 11 Cases, the Partnership's common units representing limited partner interests ("common units") would be delisted from The Nasdaq Stock Market unless the Partnership appealed the Nasdaq Staff's determination. On January 24, 2017 the Partnership requested a hearing, which was held on March 9. On March 21, 2017, the Partnership's request for the continued listing of the common units on The Nasdaq Stock Market was granted by the Nasdaq Hearings Panel (the "Panel"), subject to the conditions that the Partnership shall have emerged from bankruptcy on or before May 1, and evidenced compliance with all requirements for initial listing on The Nasdaq Stock Market. Nasdaq also reserved the right to reconsider its decision based on any event, condition, or circumstance that exists or develops that, in the opinion of the Panel, would make the continued listing of the common units inadvisable or unwarranted. Under the Plan Support Agreement, dated December 22, 2016, which outlines the terms upon which certain noteholders (the "Consenting Noteholders") of the Partnership have agreed to support the Partnership's plan of reorganization under the Chapter 11 Cases, the Consenting Noteholders holding a majority of the aggregate principal amount held by the Consenting Noteholders (the "Requisite Noteholders") have the right to direct the Partnership to cause shares in its successor company (the "Emerged Company") to be listed on The Nasdaq Global Market or another national securities exchange. On March 23, 2017, the Requisite Noteholders informed the Partnership that they do not intend to exercise such right, and indicated their preference that the shares of the Emerged Company be traded and quoted on an over-the-counter ("OTC") market, and that the status as a reporting company under the rules of the Securities and Exchange Commission (the "SEC") be maintained for the Emerged Company. Accordingly, on March 27, 2017, the Partnership informed Nasdaq that it does not intend for the shares of the Emerged Company to be listed on The Nasdaq Stock Market. According to the April filing, "While the Partnership has requested that the common units be allowed to remain listed on The Nasdaq Stock Market until the emergence from bankruptcy, there is no guarantee that Nasdaq will maintain the listing of the common units throughout such period." MEMP also noted in the April filing that the Emerged Company is expected to apply for its shares to be traded and quoted on the OTCQB market (operated by OTC Markets Group Inc.). The OTCQB market is an interdealer quotation system providing real time quotation services, which the Partnership believes constitutes an "established securities market" within the meaning of the Foreign Investment in Real Property Tax Act of 1980 ("FIRPTA"). It is expected that the Emerged Company would complete the OTCQB quotation process in the second quarter of 2017 and will publicly disclose the results on a Form 8-K filed with the SEC. About Memorial Production Partners LP Houston, Texas-based Memorial Production Partners LP -- http://www.memorialpp.com/-- was a publicly traded partnership engaged in the acquisition, production and development of oil and natural gas properties in the United States. MEMP's properties consisted of mature, legacy oil and natural gas fields. Memorial Production Partners LP, Memorial Production Finance Corporation and their debtor-affiliates filed a Chapter 11 petition (Bankr. S.D. Tex. Lead Case No. 17-30262) on January 16, 2017. The Hon. Marvin Isgur presided over the cases. The Debtors were represented by Alfredo R. Perez, Esq., at Weil, Gotshal & Manges LLP, in Houston, Texas; and Gary T. Holtzer, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, New York. The Debtors' financial advisor was Perella Weinberg Partners LP. The Debtors' restructuring advisor was Alixpartners, LLP. The Debtors' claims, noticing, and solicitation agent was Rust Consulting/Omni Bankruptcy. At the time of filing, the Debtors had estimated assets of $1 billion to $10 billion and estimated debts of $1 billion to $10 billion. * * * On April 14, 2017, the Court entered an order approving the Second Amended Joint Plan of Reorganization of Memorial Production Partners LP and its affiliated Debtors. On May 4, 2017, the Plan became effective pursuant to its terms and the Debtors emerged from the Chapter 11 Cases. In connection with the Chapter 11 Cases and the Plan, MEMP and certain Consenting Noteholders effectuated certain restructuring transactions, pursuant to which Amplify Energy Corp., a Delaware corporation, acquired all of the assets of MEMP, and in accordance with the Plan, MEMP will be dissolved. As a result, the Company became the successor reporting company to MEMP pursuant to Rule 15d-5 of the Securities Exchange Act of 1934, as amended. AMPLIFY ENERGY: Posts $16.4M Net Loss in First Quarter ------------------------------------------------------ Amplify Energy Corp., formerly known as Memorial Production Partners, LP, which recently emerged from Chapter 11 protection, delivered to the Securities and Exchange Commission its audited quarterly financial results on Form 10-Q. The Company posted a net loss of $16,377,000 for the three months ended March 31, 2017, against a net loss of $38,097,000 for the same period in 2016. The Company posted total revenues of $81,380,000 for the first quarter, against $60,866,000 last year. At March 31, 2017, the Company had total assets of $1,910,988,000 against total liabilities of $1,826,808,000 and total partners' equity of $84,180,000. On May 4, 2017, the Company emerged from bankruptcy and entered into an Exit Credit Facility with an initial borrowing base of $490.0 million. Wells Fargo Bank, National Association, serves as Administrative Agent to the Exit Lenders. Pursuant to the Credit Agreement, the lenders party thereto agreed to provide the Borrower with a $1 billion exit senior secured reserve-based revolving credit facility. The initial borrowing base available under the Credit Agreement as of the Effective Date is $490 million (which borrowing base amount will be reduced by $2.5 million each month until the next scheduled redetermination of the borrowing base to occur in November 2017) and the aggregate principal amount of Loans outstanding under the Credit Agreement as of the Effective Date is $430 million. The maturity date of the Exit Facility is March 19, 2021. Until such maturity date, the Loans shall bear interest at a rate per annum equal to (i) the alternative base rate plus an applicable margin of 2.00% to 3.00%, based on the borrowing base utilization percentage under the Exit Facility or (ii) adjusted LIBOR plus an applicable margin of 3.00% to 4.00%, based on the borrowing base utilization percentage under the Exit Facility. Unused commitments under the Exit Facility will accrue a commitment fee of 0.50%, payable quarterly in arrears. In accordance with the Plan, on the Effective Date: * The Successor issued (i) 25,000,000 new common shares (the "New Common Shares") and (ii) warrants (the "Warrants") to purchase up to 2,173,913 shares of the Company's common stock exercisable for a five-year period commencing on the Effective Date entitling their holders upon exercise thereof, on a pro rata basis, to 8% of the total issued and outstanding New Common Shares (including New Common Shares issuable upon full exercise of the Warrants, but excluding any New Common Shares issuable under the Management Incentive Plan ("MIP")), at a per share exercise price equal to the principal and accrued interest on the Notes as of December 31, 2016, divided by the number of issued and outstanding New Common Shares (including New Common Shares issuable upon exercise of the Warrants, but excluding any New Common Shares issuable under the MIP). * The holders of claims under the revolving credit facility received a full recovery, consisting of a cash paydown and their pro rata share of the $1 billion exit senior secured reserve-based revolving credit facility (the "Exit Credit Facility"). * The Notes were cancelled and the Predecessor's liability thereunder discharged, and the holders of the Notes received (directly or indirectly) their pro rata share of New Common Shares representing, in the aggregate, 98% of the New Common Shares on the Effective Date (subject to dilution by the MIP and the New Common Shares issuable upon exercise of the Warrants). Additionally, the holders of the Notes received their pro rata share of a $24.6 million cash distribution. * The Predecessor common units were cancelled, and each common unitholder received its pro rata share of: (i) 2% of the New Common Shares, (ii) the Warrants, and (iii) cash in an aggregate amount of approximately $1.3 million. * The holders of administrative expense claims, priority tax claims, other priority claims and general unsecured creditors of the Predecessor will receive in exchange for their claims payment in full in cash or otherwise have their rights unimpaired under the Bankruptcy Code. * The Successor entered into a stockholders agreement (the "Stockholders Agreement") with certain parties in which the Successor agreed to, at the direction of such stockholders, use commercially reasonable efforts to effect the sale of their New Common Shares. * The Successor entered into a registration rights agreement (the "Registration Rights Agreement") with certain parties in which the Successor agreed to, among other things, file a registration statement with the SEC within 90 days of the receipt of a request from the stockholders party thereto covering the offer and resale of the New Common Shares held by such stockholders. * The Company's MIP became effective, in which an aggregate of 2,322,404 shares of the Company's common stock are available for grant pursuant to awards under the MIP. * The terms of the Predecessor's general partner's board of directors automatically expired on the Effective Date. The Successor formed a new seven-member board of directors consisting of the President and Chief Executive Officer, one director of the Predecessor, and five new members designated by certain parties of the Noteholder Plan Support Agreement. A copy of the Form 10-Q report is available at https://is.gd/mNzL9a Additional information on the Exit Facility as well as material transactions the Company entered into following emergence is available at https://is.gd/nyW1Xk About Memorial Production Partners Houston, Texas-based Memorial Production Partners LP -- http://www.memorialpp.com/-- was a publicly traded partnership engaged in the acquisition, production and development of oil and natural gas properties in the United States. MEMP's properties consisted of mature, legacy oil and natural gas fields. Memorial Production Partners LP, Memorial Production Finance Corporation and their debtor-affiliates filed a Chapter 11 petition (Bankr. S.D. Tex. Lead Case No. 17-30262) on January 16, 2017. The Hon. Marvin Isgur presided over the cases. The Debtors were represented by Alfredo R. Perez, Esq., at Weil, Gotshal & Manges LLP, in Houston, Texas; and Gary T. Holtzer, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, New York. The Debtors' financial advisor was Perella Weinberg Partners LP. The Debtors' restructuring advisor was Alixpartners, LLP. The Debtors' claims, noticing, and solicitation agent was Rust Consulting/Omni Bankruptcy. At the time of filing, the Debtors had estimated assets of $1 billion to $10 billion and estimated debts of $1 billion to $10 billion. * * * On April 14, 2017, the Court entered an order approving the Second Amended Joint Plan of Reorganization of Memorial Production Partners LP and its affiliated Debtors. On May 4, 2017, the Plan became effective pursuant to its terms and the Debtors emerged from the Chapter 11 Cases. In connection with the Chapter 11 Cases and the Plan, MEMP and certain Consenting Noteholders effectuated certain restructuring transactions, pursuant to which Amplify Energy Corp., a Delaware corporation, acquired all of the assets of MEMP, and in accordance with the Plan, MEMP will be dissolved. As a result, the Company became the successor reporting company to MEMP pursuant to Rule 15d-5 of the Securities Exchange Act of 1934, as amended. AQUA LIFE: Taps Ehrenstein Charbonneau as Legal Counsel ------------------------------------------------------- Aqua Life Corp. seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire Ehrenstein Charbonneau Calderin to, among other things, give legal advice regarding its duties under the Bankruptcy Code, and negotiate with creditors in the preparation of a bankruptcy plan. The hourly rates charged by the firm range from $300 to $575 for attorneys and $90 to $200 for paralegals. Jacqueline Calderin, Esq., the principal attorney responsible for providing the services, will charge $475 per hour. Prior to its bankruptcy filing, the Debtor paid $7,500 to Ehrenstein for its pre-bankruptcy services, plus $1,717 for the filing fee. Aqualife IV Corp., an affiliate, paid $25,000 as retainer for the firm's bankruptcy fees and costs. Ms. Calderin disclosed in a court filing that her firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Jacqueline Calderin, Esq. Ehrenstein Charbonneau Calderin 501 Brickell Key Drive #300 Miami, FL 33131 Tel: 305-722-2002 Fax: 305-722-2001 Email: jc@ecclegal.com About Aqua Life Corp. Aqua Life Corp., which conducts business under the name of Pinch-A-Penny #43, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 17-15918) on May 10, 2017. The petition was signed by Raymond E. Ibarra, vice-president. At the time of filing, the Debtor had $1.07 million in assets and $2.49 million in liabilities. The case is assigned to Judge Robert A Mark. No trustee, examiner or statutory committee has been appointed in the Debtor's case. ASHLAND GLOBAL: S&P Assigns 'BB+' Rating on Proposed Secured Loans ------------------------------------------------------------------ S&P Global Ratings said that it assigned its 'BB+' issue-level and '2' recovery ratings to Ashland Global Holdings Inc.'s proposed senior secured credit facilities, which include an $800 million revolver, a $500 million term loan A, and a $600 million term loan B. The '2' recovery rating indicates S&P's expectation for substantial (70%-90%; rounded estimate: 75%) recovery in the event of a payment default. At the same time, S&P lowered its issue-level rating on the company's senior unsecured debt to 'BB-' from 'BB' and revised the recovery rating to '5' from '4'. The '5' recovery rating indicates S&P's AZTEC OIL: Secured Claim Amount to be Determined Through Litigation ------------------------------------------------------------------- Franklin Fisher, Jr., and Livingston Growth Fund Trust filed a third amended disclosure statement explaining their plan for Aztec Oil & Gas, Inc., and Aztec Energy, LLC. The allowed amount of Creditsuisse, Ltd.'s secured claim and its treatment will be determined through Adversary No. 16-03106. Holders of General Unsecured Claims are impaired and will receive distribution by the litigation trustee via available cash pro rata. A full-text copy of the Third Amended Disclosure Statement dated May 5, 2017, is available at: http://bankrupt.com/misc/txsb16-31895-203.pdf About Aztec Oil & Gas Houston, Texas-based Aztec Oil & Gas, Inc. and its affiliates filed Chapter 11 bankruptcy petitions (Bankr. S.D. Tex. Lead Case No. 16-31895) on April 13, 2015. The petitions were signed by Jeremy Driver, president. Judge David R. Jones presides over Aztec Oil & Gas' case. Judge Marvin Isgur presides over the cases of Aztec Energy, LLC, and Aztec Operating Company. Kristin Nicole Rhame, Esq., at Christin, Smith & Jewell, LLP, serves as the Debtors' bankruptcy counsel. Aztec Oil & Gas, Inc., estimated assets between $100,000 and $500,000 and its liabilities between $500,000 and $1 million. Aztec Energy, LLC, and Aztec Operating Company each estimated Their assets and liabilities at up to $50,000 each. U.S. Trustee Judy A. Robbins disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 cases of Aztec Oil & Gas, Inc., et al. BASS PRO: Bank Debt Trades at 3% Off ------------------------------------ Participations in a syndicated loan under Bass Pro Group LLC is a borrower traded in the secondary market at 97.48 cents-on-the-dollar during the week ended Friday, May 5, 2017, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 0.28 percentage points from the previous week. Bass Pro pays 350 basis points above LIBOR to borrow under the $2.97 billion facility. The bank loan matures on Nov. 14, 2023 and carries Moody's B1 rating and Standard & Poor's B+ rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended May 5. BELK INC: Bank Debt Trades at 12% Off ------------------------------------- Participations in a syndicated loan under BELK, Inc is a borrower traded in the secondary market at 88.13 cents-on-the-dollar during the week ended Friday, May 5, 2017, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 1.72 percentage points from the previous week. BELK, Inc pays 450 basis points above LIBOR to borrow under the $1.5 billion facility. The bank loan matures on May 19, 2022 and carries Moody's B2 rating and Standard & Poor's B rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended May 5. BEN SINGER: June 8 Plan Confirmation Hearing Set ------------------------------------------------ Judge Rebecca B. Connelly of the U.S. Bankruptcy Court for the Western District of Virginia issued an amended order approving the disclosure statement explaining Ben Singer LLC's plan. June 5, 2017, is fixed as the last date for filing written objections to the confirmation of the Plan, and June 8, at 11:00 A.M., is fixed as the date of hearing of confirmation of the Plan. Ben Singer, LLC, filed a Chapter 11 petition (Bankr. W.D. Va. Case No. 16-60848) on April 27, 2016, and is represented by Andrew S Goldstein, Esq., at Magee Goldstein Lasky & Sayers, P.C. BIOFIX HOLDING: Seeks to Hire Durand & Associates as Attorney ------------------------------------------------------------- Biofix Agro Products International, Inc. seeks authority from the US Bankruptcy Court for the Eastern District of Texas, Sherman Division, to employ Daniel C. Durand, III and Durand & Associates, P.C. as attorneys. As the Debtor's attorney, Mr. Durand will: a. advise the Debtor as to its right, duties and powers as a Debtor in Possession; b. prepare and file any statements, schedules, plans, and other documents or pleadings to be filed by the Debtor; c. represent the Debtor at all hearings, meetings of creditors, conferences, trials and other proceedings; and d. perform other legal services as may be necessary connection with this case. Mr. Durand will receive $300 per hour for his services and paralegal professionals will be compensated at $75 per hour. An initial retainer of $5,700 was provided by the Debtor. Mr. Durand attests that he does not hold or represent an interest adverse to the estate with respect to the matters on which he is employed. The Firm can be reached through: Daniel C. Durand, III, Esq. DURAND & ASSOCIATES, P.C. 522 Edmonds Ste 101 Lewisville, TX 75067 Phone: (972) 221-5655 Fax: (972) 221-9569 Email: Diana@DurandLaw.com About Biofix Holding, Inc. Biofix Holding, Inc., based in Denton, Texas, filed a Chapter 11 petition (Bankr. E.D. Tex. Case No. 11-41418) on May 2, 2011. Daniel C. Durand, III, Esq. at Durand & Associates, P.C. serves as bankruptcy counsel. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Martin Blair, president. BLACKBERRY LTD: Egan-Jones Cuts Commercial Paper Ratings to B ------------------------------------------------------------- Egan-Jones Ratings, on April 28, 2017, lowered the local currency and foreign currency unsecured ratings on debt issued by Blackberry Ltd. to B from B+. EJR also lowered the commercial paper ratings on the Company to B from A3. BlackBerry Limited, formerly known as Research In Motion Limited (RIM), is a Canadian-based multinational wireless telecommunications software and former mobile hardware company, best known to the general public as the former developer of the BlackBerry brand of smartphones, and tablets, but is transitioning to becoming a worldwide provider of software for industrial applications and mobile device management (MDM). BRIGGS & STRATTON: Egan-Jones Hikes Sr. Unsecured Ratings to BB+ ---------------------------------------------------------------- Egan-Jones Ratings, on May 1, 2017, raised the local currency and foreign currency senior unsecured ratings on debt issued by Briggs & Stratton Corp. to BB+ from BB. Briggs & Stratton Corporation is the producer of gasoline engines for outdoor power equipment and is a leading designer, manufacturer and marketer of power generation, pressure washers, lawn and garden, turf care and job site products. BRISTOW GROUP: S&P Lowers CCR to 'B' on Continued Weak Operations ----------------------------------------------------------------- S&P Global Ratings lowered its corporate credit rating on Bristow Group Inc. to 'B' from 'BB-'. The outlook remains negative. "At the same time, we lowered the issue-level rating on the company's senior secured debt to 'B' from 'BB-'. The recovery rating remains '3' reflecting our expectation of meaningful (50%-70%; rounded estimate: 65%) recovery in the event of a payment default," said S&P Global Ratings credit analyst Aaron McLean. S&P also lowered the issue-level rating on the company's unsecured debt to 'B-' from 'B+'. The recovery rating remains '5' reflecting S&P's expectation of modest (10%-30%; rounded estimate: 15%) recovery in the event of a payment default. The negative outlook reflects S&P's view that leverage measures could continue to weaken and become inconsistent with the current rating if hydrocarbon prices remained depressed beyond S&P's forecasts, further delaying an increase in activity in the offshore oil and gas industry. S&P could lower the rating if Bristow's cash flow generation weakened below S&P's current expectations, such that FFO to debt decreased below 5% with no near-term remedy. This could occur if commodity prices weakened below S&P's assumptions and offshore oil and gas activity failed to show improvement in line with its current forecasts. S&P could also consider a lower rating if liquidity became less than adequate. S&P could consider revising the outlook to stable if FFO to debt remained comfortably close to 12% on a sustained basis. This could occur if the company's oil and gas operations improve, which would likely be a result of an improvement in commodity prices. CAMPBELLTON-GRACEVILLE: Says PCO Appointment Not Required --------------------------------------------------------- Campbellton-Graceville Hospital Corporation asks the U.S. Bankruptcy Court for the Northern District of Florida to enter an order finding that the appointment of a Patient Care Ombudsman is not required in the Chapter 11 case. According to the Motion, a patient care ombudsman is not necessary for the protection of the Debtor's patients because: (i) the Debtor's chapter 11 filing was not precipitated by allegations of deficient patient care; (ii) the Debtor is subject to oversight by numerous government agencies; (iii) the Debtor's internal safeguards ensure an appropriate level of care; (iv) the Debtor will have the financial ability to maintain high quality patient care( at least in the short term); (v) the interests of the Debtor and its patients are aligned in the chapter 11 case, and it is unlikely that they will diverge; and (vi) the substantial expense of appointing a patient care ombudsman would further deplete the Debtor's limited resources and duplicate the existing measures for oversight already in place. About Campbellton-Graceville Campbellton-Graceville Hospital Corporation filed a Chapter 11 bankruptcy petition (Bankr. N.D.Fla. Case No. 17-40185) on April 17, 2017.Â Hon. Karen K. Specie presides over the case. Berger Singerman LLP represents the Debtor as counsel. In its petition, the Debtor estimated $1 million to $10 million in assets and $1 million to $10 million to $50 million in liabilities. The petition was signed by Marshall Glade of GlassRatner Advisory & Capital Group, LLC, chief restructuring officer. CARRIZO OIL: S&P Retains 'B+' CCR; Outlook Stable ------------------------------------------------- S&P Global Ratings said that it has revised its recovery rating to '3' from '4' on U.S.-based exploration and production company Carrizo Oil & Gas Inc.'s senior unsecured debt. The '3' recovery rating indicates S&P's expectation for meaningful (50% to 70%; rounded estimate: 60%) recovery in the event of default. The issue-level rating on the unsecured notes remains 'B+'. The corporate credit rating remains 'B+' with a stable outlook. The higher recovery rating on the company's unsecured debt incorporates higher year-end 2016 proved reserves. The rise in PV-10 valuation more than offsets the recent increase in the committed size of Carrizo's credit facility to $800 million from $600 million. As a result, the recovery prospects on the unsecured notes improve. RATINGS LIST Carrizo Oil & Gas Inc. Corporate credit rating B+/Stable/-- Issue-Level Rating Unchanged; Recovery Rating Revised To From Carrizo Oil & Gas Inc. Senior Unsecured B+ B+ Recovery Rating 3(60%) 4(35%) CASTLE ARCH: Trustee Selling Tooele Property for $39K ----------------------------------------------------- D. Ray Strong, Trustee of the Consolidated Legacy Debtors Liquidating Trust and the Chapter 11 Trustee, and post-confirmation estate representative for the consolidated bankruptcy estates of Castle Arch Real Estate Investment Co., LLC, CAOP Managers, LLC, Castle Arch Kingman, LLC, Castle Arch Smyrna, LLC, Castle Arch Secured Development Fund, LLC, and Castle Arch Star Valley, LLC ("Legacy Debtors"), asks the U.S. Bankruptcy Court for the District of Utah to authorize the private sale of real property located in Tooele, Utah, comprised of 7.58 acres of land with the tax parcel ID number 03-014-0-0020, to Dan Blanchette for $38,900, subject to overbid. On Feb. 8, 2013, the Court entered an Order substantively consolidating the Legacy Debtors. On June 7, 2013, the Court entered the Confirmation Order confirming the Second Amended Chapter 11 Trustee's Plan of Liquidation Dated Feb. 25, 2013. Commerce Real Estate Solutions has marketed the Property for private sale pursuant to a Court-approved Listing Agreement from June 29, 2012. In February 2014, after entry of the Confirmation Order, the Trustee entered into a new Listing Agreement with Nichols Realty for the sale of the Property, which was retroactive to Dec. 3, 2013. Commerce has no interest in the case at this point, and all work and commissions are owed to Nichols Realty. On April 25, 2017, the Trustee entered into Sale Agreement to sell the Property to the Buyer for $38,900, subject to Court approval. Nichols Realty has continued to market the Property for sale since receiving the offer from the Buyer, and will continue to do so through the Higher and/or Better Deadline. The salient terms of the Sale Agreement are: a. The Sale Agreement is expressly condition on the Court's entry of an Order approving the Sale Agreement. b. The purchase price is $38,900. c. The Buyer has made an earnest money deposit in the amount of $15,000 to be held in escrow. d. Settlement and close of the transaction will occur 15 days after entry of an Order approving the Sale Agreement. e. The sale of the Property is "as is" with no representations or warranties by the Trustee, except that he has authority to enter into the Sale Agreement with Court approval and will seek approval of the sale free and clear of liens and interests. The proposed sale of the Property is a private sale, and it is anticipated that it will close in accordance with the terms of the Sale Agreement. However, the sale of the Property is expressly subject to higher and/or better offers. The Trustee will consider all written offers for the purchase of the Property made prior to the expiration of the deadline set forth in the Notice of Hearing filed concurrently (the "Higher and/or Better Deadline"). Whether an offer is a higher and/or better offer will be determined by the Trustee is his sole discretion. Upon closing of the sale, whether to the Buyer or to a person who has submitted a higher and/or better offer, the Trustee will file a Notice of Sale with the Court that provides information typically required under Federal Rule of Bankruptcy Procedure 6004(t). In the event that a higher and/or better offer is received and accepted for the sale of the Property, approval of the sale to the Buyer will be deemed to be approval of the sale to the person submitting the higher and/or better offer, with the Notice of Sale providing an itemization of amounts obtained by the Legacy Trust, as well as all refunds to the Buyer. Following close of the sale of the Property, the Trustee anticipates paying from the gross proceeds of the sale the costs of sale, which will include a 6% commission as set forth in the Listing Agreement. The Title Report shows that property taxes on the Property for 2008 through 2016 are liens that are due and payable. The Trustee anticipates paying the property taxes out of the gross sale proceeds. The Trustee believes that the sale of the Property as set forth in the Sale Agreement is fair, reasonable, and in the best interests of the Legacy Trust and its beneficiaries. Accordingly, the Trustee asks the Court to approve the private sale of the Property pursuant to the Sale Agreement free and clear of interests, and subject to higher and/or better offers; and authorize the payment of actual and necessary costs of sale from the gross sale proceeds, including commission to Nichols Realty. About Castle Arch Real Estate Castle Arch Real Estate Investment Company, LLC, in Salt Lake City, Utah, filed for Chapter 11 bankruptcy (Bankr. D. Utah Case No. 11-35082) on Oct. 17, 2011, together with several affiliates. The petitions were signed by Trent Waddoups, CEO/president. Judge Joel T. Marker presides over the case. Michael L. Labertew, Esq., at Labertew & Associates, LLC, served as counsel to the Debtors. In its petition, Castle Arch Real Estate Investment Company scheduled $2,818,931 in assets, and $40,863,600 in debt. The other filing affiliates are CAOP Managers, LLC; Castle Arch Kingman, LLC; Castle Arch Secured Development Fund, LLC; Castle Arch Smyrna, LLC; Castle Arch Star Valley, LLC; Castle Arch Opportunity Partners I, LLC; and Castle Arch Opportunity Partners II, LLC (Case Nos. 11-35082, 11-35237, 11-35243, 11-35242 and 11-35246, (Substantively Consolidated), Case Nos. 11-35241 and 11-35240, (Jointly Administered). On May 3, 2012, the Court entered an order appointing D. Ray Strong as the Chapter 11 bankruptcy Trustee for CAREIC, and in that capacity he managed each of the other Legacy Debtors. Peggy Hunt, Esq., and Chris Martinez, Esq., at Dorsey & Whitney LLP, in Salt Lake City, Utah, argue for the Chapter 11 Trustee. On Feb. 8, 2013, the Court entered an Order substantively consolidating the Legacy Debtors. On June 7, 2013, the Bankruptcy Court entered an order confirming the Chapter 11 Trustee's Second Amended Plan of Liquidation Dated Feb. 25, 2013. The Confirmation Order designated the Trustee as the post-confirmation estate representative for the Legacy Debtors. The Confirmed Plan became effective on July 22, 2013. CELERITAS CHEMICALS: Manidhari Objects to Disclosure Statement -------------------------------------------------------------- Celeritas Chemicals, LLC, filed with the U.S. Bankruptcy Court for the Northern District of Texas a third amended disclosure statement in support of the Debtor's plan of reorganization dated May 8, 2017. Under the Plan, allowed Class 3 General Unsecured Claims -- approximately at $750,000 to $2.25 million -- will receive pro rata share of the remaining amounts in the claims payment fund after payment of the allowed property tax claims and other allowed, unpaid priority claims, if any. On April 18, 2017, the Court held a hearing to consider approval of the Disclosure Statement and a motion to convert this case to Chapter 7 filed by Manidhari Gums & Chemicals. At the April 18 hearing, the Court ordered that the Disclosure Statement would be approved but that Manidhari may submit statements to the Debtor to be included in the Disclosure Statement. The Court further held that the Debtor may make responses to the statements offered by Manidhari. Manidhari argued its objections to the Disclosure Statement at the April 18 hearing and the Court's decision was that the Disclosure Statement would be approved with the addition of statements offered by Manidhari and the Debtor's response to the statements. The Debtor says that to be clear, although Manidhari states it still has objections, the Disclosure Statement has been approved by the Court. Manihadhari's objection states that the Disclosure Statement and Plan do not include the pursuit of all assets and fails to disclose the lack of viability of the reorganization, including Celeritas complete lack of any income or viable business opportunities since filing for bankruptcy. The Debtor responded that a party's objection to the Disclosure Statement and an objection to the Plan are two separate matters. The Court has approved the Disclosure Statement with the inclusion of the statements offered by Manidhari. Manidhari has not to date filed an objection to the Debtor's Chapter 11 Plan with the Court. The Debtor will respond to Manidhari's objection to the Plan if and when one is filed. The Debtor disputes Manidhari's assertion that not all assets are pursued and that the Debtor's Plan is not viable. The assets of the Debtor and the administration of the assets for funding payment of claims is described in the Disclosure Statement at Articles II, VII, VIII, and XI. An explanation of the means for implementation of the Plan is found in Article VII. The Third Amended Disclosure Statement is available at: http://bankrupt.com/misc/txnb16-42136-138.pdf As reported by the Troubled Company Reporter on April 26, 2017, the Debtor filed with the Court a second amended disclosure statement in support of its plan of reorganization, dated April 14, 2017. Celeritas has engaged James M. Stanton and Stanton LLP to assist in recovery of the Smith Oil Judgment, Insurance Claim, and Prime Pack Judgment with the financing such litigation to come from a $30,000 retainer provided by the Debtor and to be replenished by the owner, Percy Pinto, as needed, whenever the retainer dips below $10,000. The Debtor currently has authority from the Court to borrow up to the $50,000 from Percy Pinto for operations and funding of the Stanton Law Firm in the amounts above the initial retainer under the Debtor in Possession financing order. JPMorgan Chase will retain its lien against the Insurance Claim and the judgments with interest at the non-default contract rate to accrue until paid in full. Upon recovery of funds from the Insurance Claim, the Smith Oil Judgment and the Prime Pack Judgment, Chase will be paid on account of its liens with any remaining deficiency claim to be treated as a general unsecured claim. About Celeritas Chemicals Celeritas Chemicals, LLC, was organized as a Limited Liability Company in Texas in 2005 and is in the business of importing guar gum that is used in various industrial applications but primarily for the extraction of natural gas. Celeritas sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case No. 16-42136) on June 2, 2016. The petition was signed by Percy Pinto, managing member. The case is assigned to Judge Mark X. Mullin. At the time of the filing, the Debtor estimated its assets and liabilities at $1 million to $10 million. The Debtor hired Quilling, Selander, Lownds, Winslett & Moser, P.C., as its legal counsel; Anderson Tobin, PLLC, and Stanton Law Firm, PC, as special counsel; and Sheldon E. Levy, CPA, as accountant. CENTRAL GROCERS: U.S. Trustee Forms 7-Member Committee ------------------------------------------------------ The Office of the U.S. Trustee on May 15 appointed seven creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Central Grocers, Inc. and its affiliates. The committee members are: (1) Kellogg Sales Company Attn: Julie Ayers-Smith One Kellogg Square Battle Creek, MI 49016 Phone: 616-219-6065 Fax: 269-961-3276 (2) Kraft Heinz Foods Company Attn: Todd Brown 200 East Randolph Street, Suite 7600 Chicago, IL 60601 Phone: 847-646-6227 Fax: 847-646-0927 (3) S. Abraham & Sons, Inc. Attn: Curtis Johnson P.O. Box 1769 4001 Three Mile Rd. NW Grand Rapids, MI 49501-1768 Phone: 616-453-6358 Fax: 616-453-3591 (4) The Dannon Company Attn: Michael Pettyjohn 5217 South State Street, Suite 300 Murray, UT 84107 Phone: 801-904-9717 Fax: 801-904-0706 (5) Weiss Entities Attn: Donald Weiss 104 S. Michigan Ave., Suite 1300 Chicago, IL 60603 Phone: 312-754-3301 Fax: 312-754-3317 (6) Teamsters Local Unions No. 703, 710/738 & 142 Attn: Steve Vairma 25 Louisiana Ave., NW Washington, DC 20001 Phone: 202-624-8737 Fax: 202-624-6925 (7) United Food and Commercial Workers Unions and Employers Midwest Pension Fund Attn: Robert Niksa 9801 West Higgins Road, Suite 500 Rosemont, IL 60018-4740 Phone: 847-939-7220 Fax: 847-384-0197 Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About Central Grocers Joliet, Illinois-based Central Grocers, Inc. -- http://www.central-grocers.com/-- is a supplier to independent grocery stores in the Midwestern United States. Formed in 1917, Central Grocers is organized as a retail cooperative (co-op) owned by the independent supermarket retailers that it supplies. Central Grocers is the seventh largest grocery cooperative in the United States. It supplies over 400 stores in the Chicago area with groceries, produce, fresh meat, service deli items, frozen foods, ice cream and exclusively the Centrella Brand distributor. Sales have grown to $2.0 billion per year over the past 94 years. Central Grocers and 11 of its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-10993) on May 4, 2017. The petitions were signed by Donald E. Harer, chief restructuring officer. At the time of the filing, the Debtors estimated their assets and debts at $100 million to $500 million. The cases are assigned to Judge Brendan Linehan Shannon. Weil, Gotshal & Manges LLP serves as the Debtors' bankruptcy counsel. The Debtors have also hired Richards, Layton & Finger P.A. as local counsel; Lavelle Law, Ltd., as general corporate counsel; Conway Mackenzie Inc. as financial advisor; Peter J. Solomon Company as investment banker; and Prime Clerk LLC as claims and noticing agent. CHAMPAGNE SERVICES: Unsecureds to be Paid 10% Under Creditors Plan ------------------------------------------------------------------ Unsecured creditors of Champagne Services, LLC, will be paid 10% of their claims under a Chapter 11 plan of reorganization proposed by creditors David Kiser and Sparkle Mind, Inc. for the company. Under the plan, Class 2 unsecured creditors will receive 10% of their claims in four annual payment of 2.5% each, first within 15 days of the effective date of the plan, and then on the next three annual anniversaries of the actual date of the first distribution, or within 15 days of the date on which the unsecured claim is allowed, whichever is later. All payments will come from receipts from the operation of Champagne's restaurant, plus any other money it is able to raise or obtain, according to Mr. David Kiser's proposed disclosure statement filed on May 9 with the U.S. Bankruptcy Court for the Eastern District of Virginia. A copy of the disclosure statement is available for free at https://is.gd/WdtLES The plan proponents are represented by: Jeffrey M. Sherman, Esq. Law Offices of Jeffrey M. Sherman 1600 N. Oak Street, #1826 Arlington, VA 22209 Phone: (703) 855-7394 Email: jeffreymsherman@gmail.com About Champagne Services Champagne Services, LLC is a residential cleaning service operating in Northern Virginia. It is owned and operated by Geoff Crawley who purchased the business from David Kiser and Sparkle Mind, Inc. on January 20, 2015.. Champagne Services, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 16-11683) on May 12, 2016. The petition was signed by Geoff Crawley, director of operations. At the time of the filing, the Debtor estimated assets of less than $100,000 and liabilities of less than $500,000. CHAPARRAL ENERGY: Posts $1.02B Net Income in First Quarter ---------------------------------------------------------- Oklahoma City-based Chaparral Energy, Inc., which emerged from Chapter 11 bankruptcy protection in March, announced on Monday its first quarter financial and operational results. Highlights for the quarter include: * The company's emergence from bankruptcy and elimination of $1.2 billion in debt * The announcement of its new long-term strategy, in which it will transition to a pure-play STACK operator, including the marketing of its enhanced oil recovery (EOR) assets * Total net production of 22.5 MBoe/d, with a 21 percent year-over-year increase of its STACK production to 8,040 Boe/d * Lease operating expense cost in the STACK of less than $4 per barrel, one of the lowest within the industry * The adoption of fresh start accounting practices in conjunction with its emergence from Chapter 11 Chaparral adopted fresh start accounting as of March 21, 2017, the effective date of its emergence from Chapter 11, resulting in the company becoming a new entity for financial reporting purposes. Upon the adoption of fresh start accounting, Chaparral's assets and liabilities were recorded at their fair values as of that date, and as a result the company's unaudited consolidated financial statements subsequent to March 21, 2017, may not be comparable to its financial statements prior to that time. Overall, Chaparral recorded a net income of $1.02 billion for the first quarter, which was largely a result of the $642 million increase in carrying value of the Company's net assets restated to fair value pursuant to the adoption of fresh start accounting, combined with the $372 million gain on settlement of liabilities subject to compromise. Chaparral's total revenues for the first three months were $74.3 million. This represents a 54 percent year-over-year increase, which is primarily a result of an improvement in commodity prices. Production taxes were $2.7 million, while transportation and processing costs were $2.4 million for the quarter. Chaparral's net G&A expense for the first quarter was $12.6 million, or $6.22 per barrel. The company's net G&A expense is not comparable on a quarter-over-quarter or year-over-year basis due in part to the company's bonus adjustment. Provisions set by the Bankruptcy Court prevented it from paying bonuses in the ordinary course of business. Pursuant to these provisions, Chaparral did not accrue bonuses during 2016 or the entire pendency of its bankruptcy. Upon emergence, the company recognized an expense for the entire amount of its 2016 bonus, which was paid in March 2017, as well as accrued a pro-rata portion of its 2017 bonus reflecting the first three months of 2017. Excluding the bonus adjustments, the company's net G&A was $3.75 per barrel. At March 31, 2017, the Company had total assets of $1,368,174,000 against total current liabilities of $84,743,000; long-term debt and capital leases, less current maturities, of $288,991,000; and total stockholders' equity of $929,380,000. Chaparral's most recent Form 10-Q provides further details. A copy of the Form 10-Q report is available at https://is.gd/CA7CYK "The first quarter of 2017 marked a new era in Chaparral's history with our emergence from Chapter 11 and shift to become a premiere, pure-play STACK operator," said Chief Executive Officer Earl Reynolds. "We believe our outstanding STACK assets, low-cost structure, best-in-class execution and tremendous people will allow us to continue to create significant value for our shareholders and provide us with the opportunity to thrive even in a $40 to $60 price environment." During the first quarter, Chaparral completed a rights offering, which generated $50 million of gross proceeds, as well as the restructuring of its credit facility to consist of a new revolver and term loan. In addition, the company exchanged approximately $1.3 billion of indebtedness, including accrued interest associated with its senior notes and general unsecured claims, for new common stock, representing 90 percent of the company's outstanding shares. Pursuant to the terms of its reorganization plan, all predecessor company common stock was cancelled and Chaparral issued 45 million shares of the successor company stock. The company's capital expenditures for the first quarter were $43.2 million, with $28.4 million spent in the STACK, which included $4 million on STACK acreage, and $14.8 million spent predominantly in EOR. A copy of the Company's earnings release is available at https://is.gd/FhZAwo About Chaparral Energy Inc. Founded in 1988, Chaparral Energy, Inc., is a Delaware corporation headquartered in Oklahoma City and a pure play Mid-Continent independent oil and natural gas exploration and production company. Chaparral Energy, Inc., and its 10 affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 16-11144) on May 9, 2016. The petitions were signed by Mark Fischer, chief executive officer. At March 31, 2016, the Company had total assets of $1,229,373,000, total current liabilities of $1,940,742,000 and total stockholders' deficit of $759,546,000. The Debtors were represented by Richard Levy, Esq., Keith Simon, Esq., David McElhoe, Esq., and Marc Zelina, Esq., at Latham & Watkins LLP; and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., as counsel. Kurtzman Carson Consultants LLC served as administrative advisor. The Office of the U.S. Trustee on May 18, 2016, disclosed that no official committee of unsecured creditors has been appointed in the cases. Milbank, Tweed, Hadley & McCloy LLP and Drinker Biddle & Reath LLP represented an ad hoc committee of holders of (i) 9.875% Senior Notes due 2020, (ii) 8.25% Senior Notes, and (iii) 7.625% Senior Notes due 2022 issued by the Debtors. * * * On March 7, 2017, the Debtors filed with the Bankruptcy Court the proposed First Amended Joint Plan of Reorganization. On March 10, the Bankruptcy Court entered an order confirming the Plan, as modified by the Confirmation Order. On March 21, the Plan became effective in accordance with its terms, and the Company and its subsidiaries emerged from the Chapter 11 Cases. Under the confirmed plan, Chaparral's unsecured bondholders and general unsecured creditors will own 100% of the company's ownership interest, subject to some dilution. CHELLINO CRANE: Seeks to Hire Epiq as Claims Agent -------------------------------------------------- Chellino Crane Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to hire Epiq Bankruptcy Solutions, LLC as noticing, claims and balloting agent. Epiq will oversee the distribution of notices, the processing of proofs of claim and the solicitation of votes in connection with any proposed Chapter 11 plan for Chellino Crane and its affiliates. The firm's professionals and their hourly rates are: Clerical/Administrative Support $25 – $45 IT/Programming $65 – $85 Case Managers $70 – $155 Consultants/Directors/VPs $155 – $185 Solicitation Consultant $185 Executive VP, Solicitation $215 Executives No Charge Epiq received a retainer in the amount of $10,000 from the Debtors prior to their bankruptcy filing. Kathryn Tran, senior consultant of Epiq, disclosed in a court filing that her firm does not have any interest adverse to the Debtors' bankruptcy estates. The firm can be reached through: Kathryn Tran Epiq Bankruptcy Solutions, LLC 777 Third Avenue, 12th Floor, New York, NY 10017 Tel: (646) 282-2493 About Chellino Crane Inc. Headquartered in Joliet, Illinois, Chellino Crane Inc. and its affiliates operate cranes for refineries owned by some of the largest downstream oil and gas refineries in the world. Chellino consists of two divisions: a Crane Division focused on providing customers with a full range of crane services, and a Heavy Haul/Heavy Lift Division, which specializes in transport and heavy lift or rigging services. Sam Chellino began operating the company in 1947, and to this day the company is family-owned and operated. Chellino and four of its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 17-14200) on May 5, 2017. The petitions were signed by Gregory Chellino, president. At the time of the filing, Chellino Crane estimated its assets and liabilities at $50 million to $100 million. Judge Carol A. Doyle presides over the cases. The Debtors hired Sugar Felsenthal Grais & Hammer LLP as lead counsel and Akerman LLP as special counsel; Conway MacKenzie, Inc. as financial advisor; and Epiq Bankruptcy Solutions, LLC as noticing, claims and balloting agent. CHELLINO CRANE: Taps Conway MacKenzie as Financial Advisor ---------------------------------------------------------- Chellino Crane Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to hire Conway MacKenzie, Inc. as financial advisor. The firm will provide these services related to the Chapter 11 cases of Chellino Crane and its affiliates: (a) advise the Debtors regarding their powers and duties; (b) assist in the preparation of cash collateral and debtor- in-possession financing budgets, and cash flow projections; (c) assist the Debtors in meeting reporting requirements of the bankruptcy court; (d) meet with and prepare presentations for creditors, lenders and other parties; (e) take all appropriate actions to protect and preserve the Debtors’ assets; (f) appear and testify before the bankruptcy court or other courts, as may be necessary; and (g) perform any other necessary legal tasks. Conway's hourly rates range from $165 for paraprofessionals to $755 for senior managing director. Fees will include an administrative charge of 2% of all fee billings for the firm's indirect internal costs. Prior to their bankruptcy filing, the Debtors paid the firm a total of $475,231 for services rendered, plus advance retainer fees totaling $75,000. Jeffrey Zappone, senior managing director of Conway, disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Jeffrey Zappone Conway MacKenzie, Inc. 77 West Wacker Drive, Suite 4000 Chicago, IL 60601 Phone: 312-220-0100 Fax: 312-220-0101 About Chellino Crane Inc. Headquartered in Joliet, Illinois, Chellino Crane Inc. and its affiliates operate cranes for refineries owned by some of the largest downstream oil and gas refineries in the world. Chellino consists of two divisions: a Crane Division focused on providing customers with a full range of crane services, and a Heavy Haul/Heavy Lift Division, which specializes in transport and heavy lift or rigging services. Sam Chellino began operating the company in 1947, and to this day the company is family-owned and operated. Chellino and four of its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 17-14200) on May 5, 2017. The petitions were signed by Gregory Chellino, president. At the time of the filing, Chellino Crane estimated its assets and liabilities at $50 million to $100 million. Judge Carol A. Doyle presides over the cases. The Debtors hired Sugar Felsenthal Grais & Hammer LLP as lead counsel and Akerman LLP as special counsel; Conway MacKenzie, Inc. as financial advisor; and Epiq Bankruptcy Solutions, LLC as noticing, claims and balloting agent. CHELLINO CRANE: Taps Sugar Felsenthal as Legal Counsel ------------------------------------------------------ Chellino Crane Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to hire Sugar Felsenthal Grais & Hammer LLP. The firm will serve as legal counsel to Chellino and its affiliates in connection with their Chapter 11 cases. Sugar Felsenthal will advise the Debtors regarding their duties under the Bankruptcy Code, negotiate with creditors, and assist in the preparation of a plan of reorganization or a sale of most of their assets. The firm's hourly rates range from $395 to $795 for attorneys, and $225 to $275 for paralegals. The personnel expected to represent the Debtors are: Jonathan Friedland $795 Aaron Hammer $795 Elizabeth Vandesteeg $645 Nicole Stefanelli $625 John O'Connor $445 David Madden $395 Jeffrey Demma $275 On May 5, the Debtors paid the firm $150,000 as retainer for pre-bankruptcy and postpetition services, and another $8,585 to reimburse the firm for advancing the filing fees. Jonathan Friedland, Esq., disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Jonathan P Friedland, Esq. Aaron L. Hammer, Esq. Elizabeth B. Vandesteeg, Esq. Jack O'Connor, Esq. Sugar Felsenthal Grais & Hammer LLP 30 North LaSalle Street, Suite 3000 Chicago, IL 60602 Tel: 312-704-9400 Fax: 312-372-7951 Email: jfriedland@sfgh.com Email: ahammer@SFGH.com Email: evandesteeg@SFGH.com Email: joconnor@sfgh.com About Chellino Crane Inc. Headquartered in Joliet, Illinois, Chellino Crane Inc. and its affiliates operate cranes for refineries owned by some of the largest downstream oil and gas refineries in the world. Chellino consists of two divisions: a Crane Division focused on providing customers with a full range of crane services, and a Heavy Haul/Heavy Lift Division, which specializes in transport and heavy lift or rigging services. Sam Chellino began operating the company in 1947, and to this day the company is family-owned and operated. Chellino and four of its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 17-14200) on May 5, 2017. The petitions were signed by Gregory Chellino, president. At the time of the filing, Chellino Crane estimated its assets and liabilities at $50 million to $100 million. Judge Carol A. Doyle presides over the cases. The Debtors hired Sugar Felsenthal Grais & Hammer LLP as lead counsel and Akerman LLP as special counsel; Conway MacKenzie, Inc. as financial advisor; and Epiq Bankruptcy Solutions, LLC as noticing, claims and balloting agent. CHELLINO CRANE: U.S. Trustee Forms 4-Member Committee ----------------------------------------------------- The Office of the U.S. Trustee on May 17 appointed four creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Chellino Crane Inc. and its affiliates. The committee members are: (1) Lampson International Representative: William N. Lampson P.O. Box 6510 607 E Columbia Drive Kennewick, WA 99336-0502 (2) Walter Payton Power Equipment, LLC Howell Tractor and Equipment, LLC Representative: Jack Wepfer 17301 Palmer Blvd Homewood, IL 60430 (3) Conant Crane Rental Company Representative: Skip Conant P.O. Box 265 Avon, OH 44011 (4) Fleet Cost & Care Representative: Mike Coffman 865 S. Fort Detroit MI 48217 Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About Chellino Crane Inc. Headquartered in Joliet, Illinois, Chellino Crane Inc. and its affiliates are crane companies in the Midwest, specializing in providing full-service capabilities to niche markets such as refineries, power and chemical plants. Chellino consists of two divisions: a Crane Division focused on providing customers with a full range of crane services, and a Heavy Haul/Heavy Lift Division, which specializes in transport and heavy lift or rigging services. The company operates cranes for refineries owned by some of the largest downstream oil and gas refineries in the world. Sam Chellino began operating the company in 1947, and to this day the company is family-owned and operated. Chellino and four of its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 17-14200) on May 5, 2017. The petitions were signed by Gregory Chellino, president. At the time of the filing, the Debtor estimated its assets and liabilities at $50 million to $100 million. Judge Carol A. Doyle presides over the cases. The Debtors hired Akerman LLP as special counsel. CHF DEKALB II: Moody's Lowers Rating on $130MM Bonds to Ba1 ----------------------------------------------------------- Moody's Investors Service has downgraded CHF Dekalb II, L.L.C. - Northern Illinois University Project Bonds (approximately $130 million outstanding) to Ba1 from Baa3 negative. The rating remains under review for downgrade, pending further review of the underlying student housing project and resolution of the Moody's rating for Northern Illinois University (currently Baa3 for the Auxiliary Facilities System Revenue Bonds and Ba1 for the Certificates of Participation) that was placed under review for downgrade on April 17, 2017, along with six other Illinois Public Universities. CHF Dekalb II's downgrade to Ba1 reflects a combined occupancy rate of 90% at its two student housing facilities located on the main campus of Northern Illinois University ("the University"). The drop in project occupancy is attributed to enrollment pressures at the University, largely due to lower than budgeted first-time freshmen for Fall 2016. The University as the project manager for CHF Dekalb II ("the Project") ensures an average occupancy rate of at least 95% per semester, or provide an equivalent funding level from the University's legally available funds pursuant to a management agreement. The terms of the management agreement also require the University guarantee rent for a related dining facility in case of sub-lease termination. In the absence of legally available funds, both the occupancy and dining commitments from the University are subject to termination and cancellation without penalty, accelerated payment or other recoupment mechanism. Rating Outlook Rating under review for further downgrade. Factors that Could Lead to an Upgrade While Moody's believes a credit upgrade is unlikely in the near to medium term, a significant and sustained increase in occupancy at the Project coupled with enrollment growth at the University would be a positive credit factor Factors that Could Lead to a Downgrade Failure of the University to fund occupancy shortfalls Further downgrade of the University which provides occupancy guarantee and expenses Erosion of debt service coverage ratio ("DSCR") Legal Security The bonds are limited obligations of the issuer, secured by trust estate assets and payments to be made under the loan agreement. Use of Proceeds The bond proceeds were used to finance the construction and furnishing of New Hall, an on-campus student housing facility with 1,008 beds for undergraduate freshmen students and a 31,564 square foot community center with a full service dining facility. The dining facility is sub-leased to and operated by the University. In addition, Owner/Borrower applied bond proceeds towards the refinancing of debt on Northern View Apartments (Series 2006 A&B). Completed in 2007, Northern View Apartments is a 120-unit, 240-bed privatized student housing project benefitting families with children, graduate students and older undergraduate students. Obligor Profile CHF-DeKalb II, L.L.C. is a single member limited liability company established for the purpose of assisting Northern Illinois University in providing on-campus housing for its students. The sole member of CHF-DeKalb II, L.L.C. is Collegiate Housing Foundation, an Alabama not-for-profit corporation organized in 1996 exclusively for charitable and educational purposes, including assisting its member colleges and universities in providing housing for their enrolled students and faculty and otherwise assisting its member colleges and universities in furtherance of their educational missions. CHG HEALTHCARE: S&P Assigns 'B' Rating on New 1st-Lien Term Loan ---------------------------------------------------------------- S&P Global Ratings assigned its 'B' issue-level rating to Salt Lake City-based health care staffing provider CHG Healthcare Services Inc.'s proposed first-lien term loan. The recovery rating is '3'. The pricing on the first-lien loan will move to LIBOR plus 325 basis points from LIBOR plus 375 basis points. The '3' recovery rating indicates expectations for meaningful (50%-70%; rounded estimate: 60%) recovery in default. S&P's corporate credit rating on CHG Healthcare Services Inc. is 'B', and the outlook is stable. S&P's ratings on CHG Healthcare Services Inc. reflect the company's weak business risk profile, highlighted by the company's operating concentration in the highly competitive health care staffing industry. The company's business mix benefits from significant exposure to the locum tenens business, which S&P views as having greater stability of demand and supply than the allied health and travel nurse segment. The rating also reflects the company's highly leveraged financial risk profile, which incorporates S&P's expectation that adjusted leverage will remain above 5x over the next few years. RATINGS LIST CHG Healthcare Services Inc. Corporate Credit Rating B/Stable/-- New Rating CHG Healthcare Services Inc. Senior Secured $1.119 bil 1st Lien Term Loan due 2023 B Recovery Rating 3 (60%) CIBER INC: Taps Prime Clerk as Administrative Advisor ----------------------------------------------------- CIBER, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Prime Clerk LLC as administrative advisor. The services to be provided by the firm include: (a) assisting in the solicitation, balloting and tabulation of votes, and preparing any related reports in support of confirmation of a Chapter 11 plan; (b) preparing an official ballot certification and, if necessary, testifying in support of the ballot tabulation results; (c) assisting in the preparation of schedules of assets and liabilities and statements of financial affairs, and gathering data in conjunction therewith; (d) providing a confidential data room, if requested; (e) managing and coordinating any distributions pursuant to a bankruptcy plan; and (f) providing other administrative services. The hourly rates charged by the firm are: Analyst $35 - $55 Technology Consultant $35 - $95 Consultant/Senior Consultant $70 - $170 Director $175 - $195 Chief Operating Officer/Executive VP No charge Solicitation Consultant $200 Director of Solicitation $210 Michael Frishberg, co-president and chief operating officer of Prime Clerk, disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael J. Frishberg Prime Clerk LLC 830 Third Avenue, 9th Floor New York, NY 10022 Tel: (212) 257-5450 About CIBER Inc. CIBER, Inc. -- http://www.ciber.com/-- is a global information technology consulting, services and outsourcing company. The Debtor and two 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 Sept. 30, 2016. The Hon. Brendan Linehan Shannon presides over the case. Morrison & Foerster LLP is the Debtors' lead bankruptcy counsel. Polsinelli, PC serves as co-counsel while Saul Ewing LLP serves as local counsel. The Debtors also hired Houlihan Lokey as investment banker and financial advisor; Alvarez & Marsal North America, LLC as restructuring advisor; and Prime Clerk LLC as noticing and claims agent. An official committee of unsecured creditors has been appointed in the Chapter 11 case. The committee hired Perkins Coie, LLP as bankruptcy counsel; Shaw Fishman Glantz & Towbin LLC as co-counsel; and BDO Consulting as financial advisor. CLINE GRAIN: New Winchester Wants to Use Cash Collateral -------------------------------------------------------- New Winchester Properties, LLC, asks for permission from the U.S. Bankruptcy Court for the Southern District of Indiana to use cash collateral to help pay $6,000 of marketing fees. Cline Grain, Inc., also filed a motion requesting authority to use its cash to help pay the marketing fees. On April 27, 2017, the Court entered the amended order approving the Debtor's application to employ auctioneer whereby the Debtor obtained authority to employ Maas Companies, Inc., as auctioneer to the Debtor in liquidating several tracts of real estate and related equipment. Per the court order, the Debtor obtained authority to pay Maas its Marketing I Pre-Marketing fee of $1,500 and Marketing II Advertising and Marketing Fee of $24,837. The Debtor currently has $6,000 in its checking account at Huntington Bank. Those funds represent cash rents from the New Market real estate. Cline Grain currently has $23,710.30 in its checking account at Huntington Bank. These funds represents proceeds from sold grain. The Marketing Fees total $26,337. The Debtor and Cline Grain propose that the Debtor (New Winchester) pay all of its cash collateral towards the Marketing Fees as Maas is employed to help liquidate the Debtor's property and that the Cline Grain pays the balance ($20,337.47). Pinnacle Agriculture Distribution, Inc., d/b/a Providence Agriculture, d/b/a Providence -- New Era, d/b/a Jimmy Sanders Incorporated, may assert a lien in the cash collateral by virtue of filed mortgage on the New Market property. The Debtor is unaware of any other parties who may assert a perfected lien on the cash collateral. The Debtor has moved to avoid the mortgages of Pinnacle in an adversary proceeding in this matter as fraudulent transfers. Accordingly, Pinnacle should not be permitted to assert an objection of the use of cash collateral. Nevertheless, use of the cash collateral to sell the elevators of the Debtor (upon all of which Pinnacle has a mortgage) benefits the estate and Pinnacle. If Pinnacle's mortgage is determined to be valid, the sale will provide cash to Pinnacle. If the mortgage is not valid, Pinnacle may participate as an unsecured creditor in a distribution from the sale of the elevators. A copy of the Debtor's request is available at: http://bankrupt.com/misc/insb17-80004-269.pdf About Cline Grain, et al. Cline Grain, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S. D. Ind. Case Nos. 17-80004) on Jan. 3, 2017. Chapter 11 petitions were also simultaneously filed by Cline Transport, INc. (Case No. 17-80005), New Winchester Properties, LLC (17-80006), Michael B. Cline and Kimberly A. Cline (Case No. 17-00013) and Allen L Cline and Teresa A. Cline (Case No. 17-00014). Allen Cline, as authorized representative, signed the petitions. The cases are assigned to Judge Jeffrey J. Graham. On Jan. 10, 2017, the Court order the joint administration of all the Debtors' cases under Case No. 17-80004. The Debtors are represented by Jeffrey M. Hester, Esq., at Hester Baker Krebs LLC. At the time of the filing, the Debtors reported these assets and liabilities: Estimated Estimated Assets Liabilities ---------- ----------- Cline Grain, Inc. $0-$50K $1M-$10M Cline Transport, Inc. $500K-$1M $1M-$10M New Winchester Properties $10M-$50M $1M-$10M No official committee of unsecured creditors has been appointed in the Chapter 11 cases. CLINE GRAIN: Wants to Use Cash Collateral to Pay Marketing Fees --------------------------------------------------------------- Cline Grain, Inc., seeks permission from the U.S. Bankruptcy Court for the Southern District of Indiana to use cash collateral to help pay $20,337.47 of the marketing fees. On April 27, 2017, the Court entered the amended order approving the Debtor's application to employ auctioneer whereby New Winchester Properties, LLC, a related debtor, obtained authority to employ Maas Companies, Inc., as auctioneer to assist New Winchester in liquidating several tracts of real estate and related equipment. Per the court order, New Winchester obtained authority to pay Maas its Marketing I Pre-Marketing fee of $1,500 and Marketing II Advertising and Marketing Fee of $24,837.47. The Debtor currently has $23,710.30 in its checking account at Huntington Bank. These funds represents proceeds from sold grain. New Winchester currently has $6,000 in its checking account at Huntington Bank. Those funds represent cash rents from the New Market real estate. The Marketing Fees total $26,337.47. The Debtor and New Winchester propose that New Winchester pay all of its cash collateral towards the Marketing Fees as Maas is employed to help liquidate New Winchester's property and that the Debtor (Cline Grain, Inc.) pays the balance ($20,337.47). Wells Fargo Bank, National Association, may assert a properly perfected lien on the cash collateral by virtue of UCC statement 2013000010939008 filed on Dec. 13, 2013. Pinnacle Agriculture Distribution, Inc., may also assert a properly perfected lien on the cash collateral by virtue of UCC statement 201500005843260 filed on July 27, 2015. The Indiana Grain Buyers and Warehouse Licensing Agency may also assert a statutory lien on the cash collateral pursuant to Indiana Code 26-3-7-16.8. The Debtor believes the State Agency's lien, if any, became effective sometime in 2016. Certain parties may also assert a statutory lien pursuant to I.C. 26-3-7-16.8 as they were not paid by the State Agency. These parties are listed on the Debtor's Schedule E/F and are as follows: Gene Myers; Larry Myers; Elaine Sullivan; David Thornton; V & M Farms; and Wolf Creek Cattle Company. The Debtor is unaware of any other parties who may assert a perfected lien on the cash collateral. The Debtor believes that Wells has a priority lien on the cash collateral over Pinnacle, the State Agency, the parties, and any other creditor or party in interest who may assert a lien on the cash collateral. The Debtor has obtained consent to use the cash collateral from Wells. The State Agency's and the Parties' statutory lien is significantly junior to Wells' and Pinnacle's liens which collectively total approximately $3 million. The Debtor will benefit from helping pay the Marketing Fees because the Debtor is a co-borrower of the Wells' debt which will be paid first from the sale proceeds of New Winchester's property. Accordingly, a sale of the elevators reduces the Wells' debt which reduces that debt on the books of the Debtor. A copy of the Debtor's request is available at: http://bankrupt.com/misc/insb17-80004-267.pdf About Cline Grain, et al. Cline Grain, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S. D. Ind. Case Nos. 17-80004) on Jan. 3, 2017. Chapter 11 petitions were also simultaneously filed by Cline Transport, INc. (Case No. 17-80005), New Winchester Properties, LLC (17-80006), Michael B. Cline and Kimberly A. Cline (Case No. 17-00013) and Allen L Cline and Teresa A. Cline (Case No. 17-00014). Allen Cline, as authorized representative, signed the petitions. The cases are assigned to Judge Jeffrey J. Graham. On Jan. 10, 2017, the Court order the joint administration of all the Debtors' cases under Case No. 17-80004. The Debtors are represented by Jeffrey M. Hester, Esq., at Hester Baker Krebs LLC. At the time of the filing, the Debtors reported these assets and liabilities: Estimated Estimated Assets Liabilities ---------- ----------- Cline Grain, Inc. $0-$50K $1M-$10M Cline Transport, Inc. $500K-$1M $1M-$10M New Winchester Properties $10M-$50M $1M-$10M No official committee of unsecured creditors has been appointed in the Chapter 11 cases. CNG HOLDINGS: Moody's Affirms Caa3 CFR; Outlook Developing ---------------------------------------------------------- Moody's Investors Service affirmed the corporate family and senior ratings of the following four payday and title lenders, and changed their outlooks to developing from negative. CNG Holdings, Inc.'s corporate family and senior secured ratings were affirmed at Caa3; the outlook was revised to developing from negative. Creditcorp's corporate family and senior secured ratings were affirmed at Caa3; the outlook was revised to developing from negative. Community Choice Financial Inc.'s corporate family and senior secured ratings were affirmed at Caa3; the outlook was revised to developing from negative. TMX Finance, LLC's corporate family and senior secured ratings were affirmed at Caa2; the outlook was revised to developing from negative. RATINGS RATIONALE The change in the outlook on the ratings of these four lenders to developing from negative reflects the increased uncertainty surrounding the timing of the issuance of the CFPB final rules for payday and title lenders and their ultimate stringency, as well as increased refinancing and restructuring opportunities available to these companies in the next two years. As a result, there is a greater balance of upgrade and downgrade pressures. The negative rating pressures continue to reflect a substantial refinancing risk for these lenders, heightened by their potential transition to underwriting-based lending to comply with the CFPB's proposed rules for payday, high-cost installment, and single-payment auto title loans, announced in June 2016. However, should the CFPB's final rules place fewer limitations on payday and title lenders' current activities, this would reduce the companies' transition risk, which would be a positive credit development. In addition, the rating affirmations reflect the following considerations for individual companies. CNG Holdings, Inc. ("CNG"): The affirmation of CNG's corporate family rating and senior secured ratings at Caa3 reflects its continuing debt refinancing risk. CNG's senior secured notes in the amount of $331 million mature in May 2020, and its $125 million credit facility, with the $100 million term loan outstanding, matures in July 2019. CNG has an unsustainable capital structure, with large amounts of debt, shareholders' equity deficit, and even larger tangible equity deficit, representing -13% of tangible assets at March 31, 2017. CNG's profitability has been weakened by continuing losses in its leasing business. Creditcorp: The affirmation of Creditcorp's corporate family and senior secured debt ratings at Caa3 reflects the company's remaining debt refinancing risk, with all of its secured notes in the amount of $162 million maturing in July 2018. While Creditcorp has stronger capitalization than its payday lending peers, with tangible common equity representing 16% of tangible assets at March 31, 2017, it faces a significant transition risk given its heavy reliance on payday loans. The company's substantially weakened profitability in recent quarters reflects the transition risk and heightens the refinancing risk. Community Choice Financial Inc. ("CCFI"): The affirmation of CCFI's corporate family rating and its senior secured ratings at Caa3 reflects its debt refinancing risk, with $237.3 million of its senior notes maturing in 2019 and the remaining $12.5 million in 2020. The rating also reflects CCFI's unsustainable capital structure with negative shareholders' equity, and tangible equity deficit representing -58% of tangible assets at March 31, 2017. The company also has weaker profitability than most of its peers, as well as high leverage, weak funding profile, and still substantial reliance on payday loans, which presents a significant transition risk. TMX Finance LLC ("TMX"): The affirmation of TMX's corporate family and senior secured debt ratings at Caa2 reflects the company's significant debt refinancing risk, with all $564 million of its secured notes maturing in September 2018. Compared with most payday lenders, TMX has solid capitalization with tangible common equity representing 17% of tangible assets at March 31, 2017. TMX's capitalization places them in a relatively better position than payday lenders to contend with their business transition and refinancing needs. The ratings of CNG, Community Choice, Creditcorp, and TMX could be upgraded if the companies successfully refinance or extend the maturity of their obligations. The ratings could also be upgraded if the CFPB's final rules place fewer limitations on payday and title lenders' current activities, which would reduce the companies' transition risk. The ratings of CNG, Community Choice, Creditcorp, and TMX could be downgraded if either distressed exchange or disorderly liquidation scenarios appear to be more likely scenarios as these companies approach their existing debt maturity dates. The principal methodology used in these ratings was Finance Companies published in December 2016. CROFCHICK REALTY: Hearing on Disclosures Approval Set for July 6 ---------------------------------------------------------------- The Hon. Hon. John J. Thomas of the U.S. Bankruptcy Court for the Middle District of Pennsylvania has set for July 6, 2017, at 9:30 a.m. the hearing to consider the approval of Crofchick Realty, LLC's third amended disclosure statement dated May 8, 2017, referring to the Debtor's Chapter 11 plan. Objections to the Disclosure Statement must be filed by June 12, 2017. The Class 2 Secured claim of Luzerne County -- totaling $4,060.42 -- will be paid $100 per month starting on the Effective Date of plan until principal, interest and costs have been paid in full. Claims under the Plan are unimpaired. Payments and distributions under the Plan will be funded from the Debtor's operating income, including, but not limited to, rental payments received from, or paid directly to creditors by, an affiliate of the Debtor, Crofchick, Inc. The Third Amended Disclosure Statement is available at: http://bankrupt.com/misc/pamb15-03724-169.pdf As reported by the Troubled Company Reporter on March 21, 2017, a hearing to consider the approval of the Debtor's second amended disclosure statement dated Feb. 8, 2017, referring to the Debtor's Chapter 11 plan, was set for April 6, 2017. Under that plan, Class 4 General Unsecured Claims are unimpaired by the Plan. The holders would recover 100% in equal monthly installments over a period of 60 months commencing no greater than 30 days following the Effective Date of the Plan. About Crofchick Realty Crofchick Realty, LLC, was formed on Dec. 31, 2003, and has served as a real estate holding company that owns improved real estate that houses the business operations of its affiliate, Crofchick, Inc., a retail and wholesale bakery in Swoyersville, Pennsylvania. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. M.D. Pa. Case No. 15-03724) on Aug. 30, 2015. Tullio DeLuca, Esq., serves as the Debtor's bankruptcy counsel. DAVID'S BRIDAL: Bank Debt Trades at 16% Off ------------------------------------------- Participations in a syndicated loan under David's Bridal Inc is a borrower traded in the secondary market at 84.13 cents-on-the-dollar during the week ended Friday, May 5, 2017, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.38 percentage points from the previous week. David's Bridal pays 375 basis points above LIBOR to borrow under the $0.52 billion facility. The bank loan matures on Oct. 11, 2019 and carries Moody's B3 rating and Standard & Poor's CCC+ rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended May 5. DORCH COMMUNITY: Refers Two Complaints to DHEC, PCO Report Says --------------------------------------------------------------- Sheila Brooks, MSW, the Regional Long Term Care Ombudsman for Dorch Community Care Center LLC, has filed a Report dated May 12, 2017, regarding the Debtor's Bankruptcy Facility Monitoring Plan. During the visit, the Ombudsman reported that one additional staff has been hired. As regards the food services, the Ombudsman found no concerns regarding the meals being provided by the Debtor. Moreover, the PCO reported that there are no concerns pertaining to medications, medical visits, transportation, daily ADL assistance, and in the laundry. The Ombudsman further reported the action of the Debtor to refer two complaints to the Department of Health and Environmental Control (DHEC). Moreover, the Ombudsman reported that the Debtor responded in one complaint and found that there were no discrepancies noted against the staff who allegedly failed to administer a patient's medication. A full-text copy of the PCO Report is available for free at: http://bankrupt.com/misc/scb16-04486-152.pdf About Dorch Community Care Center LLC Dorch Community Care Center LLC filed a Chapter 11 petition (Bankr. D.S.C. Case No. 16-04486) on September 2, 2016, and is represented by J. Carolyn Stringer, Esq., at Stringer Law. Sheila Brooks, MSW, serves as the Regional Long Term Care Ombudsman for Dorch Community Care Center LLC. The Office of the U.S. Trustee on Sept. 28 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Dorch Community Care Center LLC. * * * Judge John E. Waites of the U.S. Bankruptcy Court for the District of South Carolina conditionally approved the disclosure statement with respect to a chapter 11 plan filed by Dorch Community Care Center LLC, a small business debtor, on February 28, 2017. DOVECOTE LANE: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Dovecote Lane, LLC 226 Valley Forge Lookout Pl. Wayne, PA 19087 Case No.: 17-13511 Business Description: Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)) Chapter 11 Petition Date: May 17, 2017 Court: United States Bankruptcy Court Eastern District of Pennsylvania (Philadelphia) Judge: Hon. Ashely M. Chan Debtor's Counsel: Thomas Daniel Bielli, Esq. BIELLI & KLAUDER, LLC 1500 Walnut Street, Suite 900 Philadelphia, PA 19102 Tel: 215-642-8271 Fax: 215-754-4177 E-mail: tbielli@bk-legal.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Joel S. Luber, manager. The Debtor failed to include a list of its 20 largest unsecured creditors at the time of the filing. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/paeb17-13511.pdf DR. MARCEL GEGATI: Has Court Okay to Use Cash Collateral -------------------------------------------------------- The Hon. Raymond B. Ray of the U.S. Bankruptcy Court for the Southern District of Florida has entered an agreed final order granting Dr. Marcel B. Gegati, P.A., and Gegati Real Estate, LLC's request to use cash collateral, effective nunc pro tunc to Dec. 14, 2016. S.M.S. Financial G, LLC, will have a first propriety lien on cash collateral of the dental practice, to wit: Dr. Marcel B. Gegati, P.A.; and ReadyCap Lending LLC will have a first priority lien on rents and proceeds of the Real Estate Company, to wit: Gegati Real Estate LLC, which ReadyCap asserts as cash collateral, to the extent reflected in that certain mortgage by and between CIT Small Business Lending Corporation and Gegati Real Estate LLC. All references to cash collateral will refer to the specific cash collateral as to each creditor. The Debtor is authorized to use cash collateral for ordinary expenses and necessary costs of operating and maintaining its business in compliance with the amended budget. The cash collateral will not be disbursed or otherwise used by the Debtor for the payment of any expenses not specifically included in the budget without the prior written approval of ReadyCap and SMS or further court order. The Debtor will strictly account for all cash collateral received, held and used by the Debtor in the course of operations not to exceed 10% in the materials line item. The Debtor will not use cash collateral for purposes unrelated to the strict operations of the business. As adequate protection for use of its cash collateral, SMS is granted (i) continuing liens and security interest under the terms and conditions of its subject loan documents and in its collateral; and (ii) a first priority perfected security interest in all cash collateral (with regards to Dr. Marcel Gegati P.A.) generated after the Petition Date. Accordingly, as adequate protection of its interests in the Debtor's cash collateral and the Debtor's use of cash collateral, SMS is granted replacement first priority liens to the same extent, validity and priority as existed on the petition date and will have a perfected post-petition first priority lien against cash collateral, to the same extent and validity and priority as the pre-petition lien, and that such replacement liens are deemed perfected without the need for further action (no filing or executing further documents). Furthermore, the Debtor will make monthly payments to SMS due on the 5th day of each month in the amount of $4,000 commencing on Feb. 5, 2017, all which will apply to interest, until the Effective Date of a confirmed Plan, further court order, or by agreement of the parties in writing. The security interest and lien of SMS in the Debtor's equipment, inventory, chattel paper, accounts receivable, general intangibles, furniture (as well as all other assets of Marcel B. Gegati, P.A., including accounts, account deposits, etc.) are valid first priority perfected first priority liens on all assets owned by the Debtor pre or post-petition; SMS also holds a valid, first priority perfected security interests on liens on the Debtor's pre and post-petition equipment, inventory, chattel paper, accounts receivable, general intangibles, furniture. Should the replacement lien granted SMS be insufficient to compensate SMS for use of its cash collateral, SMS will be allowed an administrative claim. As adequate protection for use of its cash collateral, ReadyCap is granted (i) continuing liens and security interest under the terms and conditions of its subject loan documents and in its collateral; and (ii) a first priority perfected security interest in all cash collateral generated after the petition date (with regards to Gegati Real Estate LLC). ReadyCap has a valid, first priority perfected security interest and lien in the real property located at 300 NW 70th Avenue, Unit 108, Plantation, Florida 33317, with the improvements and fixtures thereon and in any pre and post-petition rents, issues, proceeds, and profits accruing in from the Property. As adequate protection of its interests in any cash collateral derived from the rents and the Debtor's use of the cash collateral, ReadyCap is granted a replacement first priority lien to the same extent, validity and priority as existed on the petition date and will have a perfected post petition first priority lien against the cash collateral rents, to the same extent and validity and priority as the pre-petition lien, and that replacement liens are deemed perfected without the need for further action (no filing or executing further documents). The Debtor will also immediately commence paying ReadyCap the contractual mortgage amount (principal and interest plus escrow component) as adequate protection payment with the first payment due on Jan. 1, 2017, and with all subsequent payments to be made to the lender by the 1st of each month until the Effective Date of a confirmed Plan, further court order, or by agreement of the parties in writing. Should the replacement lien granted to ReadyCap be insufficient to compensate ReadyCap for the Debtor's use of any cash collateral derived from the rents, ReadyCap will be allowed an administrative claim. A copy of the court order and the budget is available at: http://bankrupt.com/misc/flsb16-26559-72.pdf About Dr. Marcel B. Gegati, P.A. and Gegati Real Estate, LLC Dr. Marcel B. Gegati, P.A., and Gegati Real Estate, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case Nos. 16-26559 and 16-26560) on Dec. 14, 2016. The petitions were signed by Marcel Gegati, manager of Gegati Real Estate. Dr. Marcel estimated assets of less than $50,000 and liabilities of less than $1 million. Gegati Real Estate estimated assets and liabilities of less than $500,000. Judge Raymond B. Ray is the case judge. Matis H. Abarbanel, Esq., and Rachamin Cohen, Esq., at Loan Lawyers, LLC, are serving as counsel to the Debtors. An official committee of unsecured creditors has not yet been appointed in the Chapter 11 cases. EMERALD COAST: Selling Restaurant Property Through NWFL Auction --------------------------------------------------------------- Emerald Coast Eateries, Inc., asks the U.S. Bankruptcy Court for the Northern District of Florida to authorize the sale of assets via auction to be conducted by Northwest Florida Auction Group, Inc. ("NWFL Auction"). The Debtor's schedules listed among its assets restaurant furnishing, equipment and other personal property ("Property"). The bulk of the Property is currently held in storage pods in Milton Florida. The Debtor has determined that it is in the best interest of its estate and its creditors to sell the Property. A copy of the list of Property to be sold is available for free at: http://bankrupt.com/misc/Emerald_Coast_33_Sales.pdf Contemporaneously with the filing of the Motion, the Debtor has filed an Application to retain NWFL Auction to sell the Property subject to the terms and conditions set forth in the Application. Upon approval of the Application, it intends to deliver to NWFL Auction all of the Property so that the latter can schedule an auction of said Property. NWFL Auction has advised that it will be able to conduct the auction of the Property in July 2017. Some of the Property to be sold at auction is subject to a valid lien of SunSouth Capital; however, the remainder is not subject to a lien. SunSouth Capital has consented to the Motion, with its lien to attach to net proceeds of the sale of any Property which is subject to its lien. After due reflection of the circumstances, the Debtor finds the sale of the Property via auction proposed is economical, efficient, and the best way to maximize the value of the Debtor's rights, title and interests in the Property. Accordingly, the Debtor asks the Court to approve the sale of the Property free and clear of all liens, claims, interests, and encumbrances, with liens, if any, to attach to the proceeds. The Debtor asks that NWFL Auction be authorized to conduct an auction of the Property be immediately effective upon entry of a written Order approving the sale and that the 14-day stay of effectiveness of such an Order provided for in Fed. R. Bankr. P. 6004(h) be waived. Emerald Coast Eateries, Inc., filed a Chapter 11 bankruptcy petition (Bankr. N.D. Fla. Case No. 17-30095) on Feb. 3, 2017, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Natasha Z. Revell, Esq., at Zalkin Revell, PLLC. ETERNAL ENTERPRISE: May Use Hartford's Cash Through May 31 ---------------------------------------------------------- The Hon. Ann M. Nevins of the U.S. Bankruptcy Court for the District of Connecticut has authorized Eternal Enterprise, Inc., to use up to $118,872 of cash collateral of Hartford Holdings, LLC, on an interim basis, from May 1, 2017, through May 31, 2017. A continued hearing on use of cash collateral will be held on May 31, 2017, at 11:00 a.m. A copy of the court order and the budget is available at: http://bankrupt.com/misc/ctb14-20292-1053.pdf The Court finds that it is in the best interest of the Debtor, the secured creditor and all creditors and parties in interest, and to avoid harm to the Debtor, that the use by the Debtor of the secured creditor's cash collateral be approved. The Debtor may use cash collateral for maintaining its properties and U.S. Trustee's statutory fees. The use of cash collateral is necessary to continue operations for the benefit of the estate. In exchange for use of cash collateral by the Debtor, Hartford Holdings is granted replacement liens in all after-acquired property of the Debtor from the property, and that the liens will be of equal extent and priority to that which the Astoria Federal Mortgage Corporation enjoyed with regard to the property at the time the Debtor filed its Chapter 11 petition. Hartford Holdings is authorized and is granted relief from the automatic stay to take whatever steps are necessary under applicable law to perfect any replacement liens granted. The Debtor will not make any payment on any loans from insiders or officers. The Debtor is authorized to may make a reduced adequate protection payment of $1,128 to Hartford Holdings. Accordingly, the Debtor will pay these make up payments upon receipt of payment for lost income from the Debtor insurance policy: for the difference between the $1,128 payment provided and the sum of $35,000 previously used to establish adequate protection payments, Eternal Enterprises will pay Hartford Holdings the sum of $33,872. The Debtor will make a direct monthly payment to the City of Hartford, the sum of $29,219, to be applied to the real estate tax obligations for the Debtor's several properties located in the City of Hartford (excluding 360 Laurel Street) on a pro rata basis. In addition to the use of cash collateral provided for in the attached budget, the Debtor is also authorized to use money from the Debtor's insurance escrow and the mortgage escrow accounts (collectively, the accounts established by court order to receive the monthly insurance escrow payments of $12,000 per month) to make payments towards insurance premiums. The Court authorizes the Debtor to make a payment of approximately $156,573.38 to USI Insurance Services LLC, in accordance with the premium estimate provided to the Debtor by USI, dated May 2, 2017. If the actual premium billed for the requisite insurance exceeds this amount, the Debtor will promptly notify Hartford Holdings and the Office of the U.S. Trustee, for consent and approval of any excess payment. If consent and approval is not provided, the Debtor will notify the Court, upon which an immediate hearing will be held to consider the approval of excess payment. To the extent that the adequate protection ordered and provided for herein turns out to be inadequate, Hartford Holdings will be entitled to a superpriority administrative expense claim. About Eternal Enterprise Eternal Enterprises Inc. -- http://www.eternalenterprises.net/-- was initially started in 1997 for the purpose of managing and owning low income apartment buildings in Hartford, Connecticut. Since its inception, Eternal has been a family business primarily operated by spouses, Vera Mladen and Dusan Mladen, and their son, Goran Mladen. Eternal Enterprises, which owns and manages eight properties located in Hartford, Connecticut, filed a Chapter 11 bankruptcy petition (Bankr. D. Conn. Case No. 14-20292) on Feb. 19, 2014. Vera Mladen, president, signed the petition. Judge Ann M. Nevins presides over the case. Irene Costello, Esq., at Shipkevich, PLLC, serves as counsel to the Debtor, while Greene Law, PC, acts as special counsel. Lakeshore Realty has been tapped as broker to the Debtor. The Debtor estimated assets at $50,000 to $100,000 and debt at $1 million to $10 million at the time of the Chapter 11 filing. * * * On Feb. 8, 2017, the Debtor filed a disclosure statement, which explains its Chapter 11 plan of reorganization. The Plan proposes to pay general unsecured creditors in full in cash. EVERMILK LOGISTICS: Seeks Authorization to Use IRS Cash Collateral ------------------------------------------------------------------ Evermilk Logistics LLC asks the U.S. Bankruptcy Court for the Southern District of Indiana for interim and final authorization to use cash collateral, against which the Internal Revenue Service may assert a lien, in order to provide necessary support for continued operations and to allow the Debtor to reorganize. The IRS asserts a a lien in the property of the Debtor for taxes, penalties and interest for unpaid withholding taxes in the years 2013-2015. The amount of the levy asserted is $604,901, however, the Debtor believes that the the amounts that could be subject to the levy are estimated at $106,500. The Debtor hauls milk for local dairy farms that sell milk to Dairy Farmers of America, and this kind of hauling is a specialty trucking service which cannot be easily replaced by other providers. The Debtor asserts that any interruption in the its business would not only be harmful to the Debtor, but it would also severely affect Debtor's customers -- any economic harm suffered by Debtor's customers due to a failure to haul the milk could result in damages assessed against Debtor. The Debtor has prepared a budget indicating its ability to maintain the average cash balance of $106,000 from the date of entry of the Interim Cash Use Order through and including the date of entry of a final order. The Initial Budget sets forth all projected cash receipts, sales and cash disbursements on a weekly basis for the time period beginning on May 15, 2017 up through and including the week ending August 28, 2017. It also provides total operating expenses of approximately $1,450,343 during the interim period, which includes amounts to pay certain prepetition wages, associated payroll taxes and insurance payments. Pending the Court's determination of the extent, priority and validity of the IRS liens and the Levy Amount and any requirement of any additional adequate protection, the Debtor proposes to maintain the estate's cash balance on a monthly average above the Levy Amount. The Debtor asserts that this should be adequate protection to the IRS so that it will not be harmed by Debtor's use of cash. A full-text copy of the Debtor's Motion, dated May 16, 2017, is available at https://is.gd/pjPkqz A copy of the Debtor's Budget is available at https://is.gd/uCkJzB About Evermilk Logistics Evermilk Logistics is a member managed Indiana limited liability company wholly owned by Teunis Jan Willemsen that operates a commercial milk hauling trucking business with its principal place of business at 6615 W. 500 N., Frankton, Indiana 46044. The Debtor hauls milk for local dairy farms that sell milk to Dairy Farmers of America. The Debtor has been taking milk to the Eastern and Central United States, and currently is picking up 20-25 tanker loads of milk each day. It currently employs over 60 driver and administrative/maintenance personnel. Web site: http://www.evermilklogistics.net Evermilk Logistics LLC filed a Chapter 11 petition (Bankr. S.D. Ind. Case No. 17-03613), on May 15, 2017. The Petition was signed by Teunis Jan Willemsen, member. The case is assigned to Judge Jeffrey J. Graham. The Debtor is represented by Terry E. Hall, Esq. at Faegre Baker Daniels LLP. At the time of filing, the Debtor had $100,000 to $500,000 in estimated assets and $1 million to $10 million in estimated liabilities. No trustee or examiner has been appointed, and no committee has yet been appointed or designated. FETCH ACQUISITION: Moody's Assigns B2 CFR; Outlook Stable --------------------------------------------------------- Moody's Investors Service assigned a first time B2 Corporate Family Rating (CFR) and B2-PD Probability of Default Rating to Fetch Acquisition LLC. Moody's also assigned a B1 (LGD 3) rating to the company's proposed $262.5 million senior secured credit facilities. The rating outlook is stable. The proposed credit facilities consist of a $30 million first lien secured revolver and $232.5 million first lien secured term loan. Proceeds will be used to help finance the acquisition of PetMate Holdings Co. Fetch is indirectly owned by private equity firm Olympus Partners. Ratings Assigned: - Corporate Family Rating at B2 - Probability of Default Rating at B2-PD - $30 million senior secured revolver due 2022 at B1 (LGD 3) - $232.5 million senior secured term loan due 2024 at B1 (LGD 3) The rating outlook is stable. RATING RATIONALE Fetch's B2 Corporate Family Rating reflects its small scale and aggressive financial policy which are partially offset by solid growth prospects for the niche market in which it operates and good relationships with key retail partners. Its small scale heightens operational risk because the company is reliant on one manufacturing facility. The company benefits from domestic manufacturing and vertical integration which gives it a competitive cost advantage, but it is somewhat exposed to potential spikes in commodity costs, including resins, which are difficult to hedge. In addition, while Fetch holds good market shares in some of its sub segments, the fragmented pet products market is subject to significant competition from new entrants, larger players and private label. Fetch's financial policy is aggressive with pro forma debt/EBITDA at 6.4x and a proposed $45 million sponsor note (maturing in 2025) that pays 12% interest, with a PIK component that varies based on a leverage ratio. Moody's rating reflects the expectation that leverage will decrease to the mid 5x range over the next 18 months, and that the company will refrain from distributing cash to the sponsor until leverage is significantly reduced. The revolver and term loan are rated B1, one notch higher than the B2 Corporate Family Rating. This reflects Moody's expectation of a higher recovery on these secured obligations compared to the recovery on a meaningful amount of lower priority obligations. The stable ratings outlook incorporates Moody's expectation that high starting financial leverage will slowly decrease, sales will grow along with the industry, and liquidity will be sound, with free cash flow remaining positive. Ratings could be downgraded if industry conditions weaken, operational performance deteriorates, or if Moody's expects debt/EBITDA to remain above 6.0x. Large debt financed acquisitions or equity distributions could also result in a downgrade. Ratings could be upgraded if there is a substantial improvement in the company's credit profile including a meaningful increase in scale and diversity and demonstration of a conservative financial policy. In addition, debt/EBITDA would need to be sustained below 5.0x. Fetch Acquisition LLC will become the owner of Petmate Holdings upon close of the acquisition. Petmate produces and sells various durable pet products in the United States including carriers, shelters, feeding & watering products, cat waste management products, toys, and more. Fetch is indirectly owned by private equity firm Olympus Partners. Revenue for the 12 months ended March 31, 2017 was $260 million. The principal methodology used in these ratings was Consumer Durables Industry published in April 2017. FETCH HOLDCO: S&P Assigns 'B' CCR; Outlook Stable ------------------------------------------------- S&P Global Ratings assigned its 'B' corporate credit rating to Arlington, Tx.-based Fetch Holdco LLC. The outlook is stable. At the same time, S&P assigned its 'B' issue-level rating to the company's senior secured revolving credit facility due 2022 and senior secured first-lien term loan due 2024. The recovery rating on the senior secured debt is '3', indicating S&P's expectation for meaningful recovery (50%-70%, 65% rounded estimate) in the event of a default. S&P's ratings assume the transaction closes on substantially the terms presented to S&P. Pro forma debt outstanding at transaction close is about $285 million. For analytical purposes, S&P views Fetch Holdco LLC, its subsidiary, Fetch Acquisition LLC, and all operating subsidiaries to be one economic entity, and hereinafter known as Petmate. "Our ratings reflect Petmate's small scale and narrow business focus in the pet supply industry, which is susceptible to intense private label competition and shifts in consumer purchasing behavior towards ecommerce, which we think will continue," said S&P Global Ratings credit analyst Brennan Clark. Moreover, the company is susceptible to the purchasing decisions of its largest retail customers--which include several large national pet superstores, e-commerce, and mass merchants--since they constitute a meaningful portion of sales. It also incorporates new ownership under financial sponsor Olympus Partners, who S&P expects will dictate aggressive financial policies that will result in weak credit metrics over the next several years, including debt to EBITDA sustained well over 6x. Pro forma for the transaction, S&P estimates debt to EBITDA of about 6.5x. The stable outlook reflects S&P's expectation for modest revenue growth and steady free cash flow generation as Petmate maintains good relations with top retailers in established pet distribution channels and benefits from growth opportunities in the ecommerce channel. S&P critically assumes that the company does not lose meaningful branded or private label business to direct sourcing competition. S&P forecasts debt to EBITDA will improve modestly from the mid-6x area to the low-6x area over the next couple of years. S&P could lower its ratings on Petmate if operating performance deteriorates, potentially due to the loss of one or several large customers, an increase in direct sourcing from retailers combined with greater consumer acceptance of private label products, or rising input costs that the company is unable to pass on to customers, resulting in leverage increasing and sustained above 7x. Due to the company's financial sponsor ownership and relatively weak credit ratios, a higher rating is unlikely over the next 12 months. However, an upgrade could occur in the future if the company is able to strengthen and diversify the product portfolio and reduce susceptibility to private label competition through a combination of organic growth and sustaining adjusted debt to EBITDA below 5x. A higher rating would also be predicated on S&P's view that a re-leveraging event is highly unlikely. This would most likely require a clear path to the financial sponsor exit. FIRST NBC BANK: Taps Steffes Vingiello as Legal Counsel ------------------------------------------------------- First NBC Bank Holding Company seeks approval from the U.S. Bankruptcy Court for the Eastern District of Louisiana to hire legal counsel. The Debtor proposes to hire Steffes, Vingiello & McKenzie, LLC to give legal advice regarding its duties under the Bankruptcy Code, and provide other legal services related to its Chapter 11 case. The hourly rates charged by the firm are: William Steffes $425 Arthur Vingiello $400 Gary McKenzie $400 Michael Piper $400 Patrick Garrity $400 Noel Steffes Melancon $350 Barbara Parsons $350 Paralegal $90 Law Clerks $90 On May 11, Steffes received a retainer of $30,000 from a principal of the Debtor for post-petition services and work-related expenses expected to be incurred by the firm. William E. Steffes, Esq., disclosed in a court filing that he does not represent any interest adverse to the Debtor or its bankruptcy estate. The firm can be reached through: William E. Steffes, Esq. Steffes, Vingiello & McKenzie, LLC 13702 Coursey Boulevard, Building 3 Baton Rouge, LA 70817 Tel: (225) 751-1751 Fax: (225) 751-1998 Email: bsteffes@steffeslaw.com About First NBC Bank Holding First NBC Bank Holding Company -- www.firstnbcbank.com -- is a bank holding company, headquartered in New Orleans, Louisiana, which offers a broad range of financial services through its wholly-owned banking subsidiary, First NBC Bank, a Louisiana state non-member bank. First NBC Bank's primary market is the New Orleans metropolitan area and the Florida panhandle. It serves its customers from its main office located in the Central Business District of New Orleans, 38 full service branch offices located throughout its market and a loan production office in Gulfport, Mississippi. First NBC Bank sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Case No. 17-11213) on May 11, 2017. The petition was signed by Lawrence Blake Jones, chief restructuring officer. The case is assigned to Judge Elizabeth W. Magner. The bankruptcy filing follows the appointment of the Federal Deposit Insurance Corporation as receiver of First NBC Bank, the Debtor's wholly owned subsidiary and principal asset, on April 28, 2017, for which the Debtor has previously announced that it does not expect any recovery. The Debtor disclosed $6 million in assets and $65 million in liabilities as of May 10, 2017. FRESH MARKET: S&P Lowers CCR to 'B-' on Weak Performance -------------------------------------------------------- S&P Global Ratings lowered its corporate credit rating on The Fresh Market to 'B-' from 'B'. The outlook is negative. Concurrently, S&P lowered the issue-level rating on the company's senior secured revolving credit facility to 'B+' from 'BB-'. The '1' recovery rating, indicating S&P's expectation for very high (90%-100%; rounded estimate: 95%) recovery in the event of default. S&P also lowered the issue-level rating on the company's senior notes to 'B-' from 'B'. The recovery rating remains '3' reflecting S&P's expectations for meaningful (50%-70%; rounded estimate: 55%) recovery in the event of default. "The downgrade reflects the company's poor operating results and our expectation that performance will remain pressured as management works to implement its turnaround plan to improve the customer experience amid a challenging competitive environment this year," said credit analyst Declan Gargan. "We now expect adjusted debt to EBITDA to exceed 7x through 2017 and 2018 as store resets have been pushed into 2018, likely delaying sales and earnings stabilization." The negative outlook reflects S&P's view that operating results will remain pressured throughout fiscal 2017 as the company contends with weak traffic trends amid an intense competitive environment. In addition, the company faces execution risk as management works to implement its strategic initiatives in approximately a third of stores later this year. S&P could lower the ratings if The Fresh Market's operating results continue to deteriorate, causing credit metrics to erode and leading to sustained negative free cash flow, at which time S&P would view the company's capital structure as unsustainable. This could occur if the company experiences executional issues implementing its turnaround plan or if competition intensifies. S&P could revise the outlook to stable if the company is able to strengthen its value proposition among customers leading to a rebound in traffic and sustained positive comparable store sales growth. The company would also need to achieve at least break-even free cash flow generation. Although an upgrade over the next year is unlikely, a positive rating action could be taken if the company can restore top-line growth on a sustained basis and stabilize margins, causing adjusted EBITDA to grow approximately 20% above our forecast, resulting in leverage approaching the 6x range, with no debt-funded dividends to sponsors. FULLBEAUTY BRANDS: Moody's Cuts Corporate Family Rating to B3 ------------------------------------------------------------- Moody's Investors Service downgraded FULLBEAUTY Brands Holdings Corp.'s Corporate Family Rating ("CFR") to B3 from B2 and Probability of Default Rating to B3-PD from B2-PD. The rating on the company's $820 million first lien term loan was downgraded to B2 from B1 and the rating on the $345 million second lien term loan was downgraded to Caa2 from Caa1. The outlook was changed to negative. "The downgrade and negative outlook reflect Moody's expectation that FULLBEAUTY's revenue and EBITDA declines will continue over the next 12-18 months and will sustain credit metrics materially worse than that of a B2 rating," said Moody's Analyst Dan Altieri. FULLBEAUTY's operating performance over the LTM period has been negatively impacted by weakness in its apparel business stemming from fashion misses and higher price points on certain product offerings. The Brylane Home segment also experienced declines due to a brand repositioning. As a result, revenue for the LTM period ended April 1, 2017 declined in the mid-single digit range, with Moody's adjusted EBITDA down by almost 20%. Moody's estimates lease adjusted leverage for the LTM period is approaching the 8 times range with interest coverage (EBIT/Interest Expense) in the low 1 times range. Moody's took the following rating actions: Issuer: FULLBEAUTY Brands Holdings Corp. Corporate Family Rating, Downgraded to B3 from B2 Probability of Default Rating, Downgraded to B3-PD from B2-PD $820 million First Lien Term Loan due 2022, Downgraded to B2, LGD-3 from B1, LGD-3 $345 million Second Lien Term Loan due 2023, Downgraded to Caa2, LGD-5 from Caa1, LGD-5 Outlook, Changed to Negative RATINGS RATIONALE FULLBEAUTY's B3 CFR is supported by its modest interest coverage in the low 1 times range and adequate liquidity profile including a lack of near dated debt maturities in the capital structure. However, the company's lease adjusted leverage is high at nearly 8 times and is more indicative of a Caa rating. FULLBEAUTY's rating is also constrained by its niche focus on the direct-to-consumer plus size apparel market and modest revenue scale. The rating is supported by the company's favorable demographic trends of overweight and obese people in the U.S., and the breadth and mix of product offerings relative to many competitors. Moody's also views favorably the company's modest capital investment requirements as a direct-to-consumer online and catalog retailer. The B2 rating assigned to FULLBEAUTY's $820 million first lien term loan is one notch higher than the company's CFR and reflects its senior position in the capital structure relative to the $345 million second lien term loan (rated Caa2) and other junior claims including trade payables, leases and pension obligations. The first lien term loan is secured by a first priority lien on the equity of the borrower and subsidiary guarantors, as well as substantially all tangible and intangible personal property and fee-owned real property above an agreed upon threshold. The first lien term loan has a second lien on the ABL priority collateral which includes accounts receivable, inventory, and cash (as well as tangible and intangible personal property up to an agreed upon threshold). The second lien is secured by a second priority lien on the first lien term loan collateral and a third lien on the ABL collateral. The negative outlook reflects Moody's expectation that the company will continue to face operational challenges as it works to refocus its product offering in a highly promotional and competitive retail environment. As a result, the rating agency expects credit metrics will remain weak over the next 12-24 months which increases the likelihood of further negative rating actions. A change in the outlook back to stable would require a reversal of recent operating trends including revenue and EBITDA growth, while also maintaining EBIT/Interest Expense sustained above 1.0 time, leverage sustained below 8 times, and positive free cash flow generation. Ratings could be downgraded if ongoing revenue and earnings declines continue, or if weak operating performance or aggressive financial policies result in EBIT/Interest Expense below 1.0 time or a deterioration in the company's liquidity profile. Ratings could be upgraded if the company were to stabilize and improve revenue and EBITDA resulting in debt/EBITDA maintained below 6.5 times or EBIT/interest above 1.5 times. An upgrade would also require a good liquidity profile including positive free cash flow generation. The principal methodology used in these ratings was Retail Industry published in October 2015. Headquartered in New York, NY, FULLBEAUTY Brands Holdings Corp. is a retailer that specializes in selling plus size apparel nationally through its direct-to-consumer print media and e-commerce websites. The company operates 7 unique lifestyle brands through its branded websites and print media, including Woman Within, Roaman's, Jessica London, Swimsuitsforall, King Size, ellos, and BrylaneHome, as well as an online marketplace, fullbeauty.com. Revenue for the LTM period ending April 1, 2017 was approximately $943 million. GATEWAY MEDICAL: Wants to Use Cash Collateral on Interim Basis -------------------------------------------------------------- Gateway Medical Center, LLC and Gateway Medical Center II, LLC, ask the U.S. Bankruptcy Court for the Western District of Washington for authorization to use the cash collateral of Opus Bank and Maxim Commercial Capital, LLC on an interim basis. Each of the Debtor's proposed budget for the period beginning May 4, 2017 through June 30, 2017 reflects total operating expenses of approximately $43,245 for Gateway Medical Center LLC and $48,643 for Gateway Medical Center II LLC. The Debtors have significant equity in the Buildings located at 2501 and 2621 NE 134th St., Vancouver, Washington, over and above the debts secured by them owed to Opus Bank and Maxim Commercial. Unfortunately, the Buildings were the subject of a non-judicial foreclosure, which forced the Debtors to file these chapter 11 proceedings, anticipating to sell the Buildings through 11 USC 363 or a chapter 11 plan which pay creditors and interest holders a substantial return on their debts/interests that will benefit all involved parties. The Debtor needs to use Opus Bank's and Maxim Commercial Capital's cash collateral to assure the continued operation of its business because without the use of cash collateral, the Debtors will be unable to (a) meet its current working capital needs, (b) retain the services necessary to conduct its business, (c) purchase sufficient goods and services needed for operations, (d) pay utilities, (e) meet tenant obligations, (f) attract potential tenants and retain current tenants, and (g) engage in efforts to list and market the Building for sale. Opus Bank asserts that it holds a security interest and lien, and Maxim Commercial Capital asserts that it holds a second priority security interest and lien, in Debtors' assets, including, but not limited to, the Debtors' real property, rents, accounts receivable, cash, goods, equipment, fixtures, general intangibles, instruments, chattel paper, and certain intellectual property, and all products, proceeds, rents and profits of these assets. Accordingly, the Debtors propose to give Opus Bank and Maxim Commercial Capital a replacement security interest in and lien upon all of Debtors' post-petition assets that are of the same category, type, kind, character and description as were subject to Opus Bank's and Maxim Commercial Capital's perfected and valid security interests in existence on the Petition Date with the same relative priority as any valid and unavoidable lien held by Opus Bank and Maxim Commercial Capital as of the Petition Date. A hearing on the Debtors' Motion to use cash collateral will be held on May 26, 2017 10:30 a.m. A full-text copy of the Gateway's Motion, dated May 16, 2017, is available at https://is.gd/G0SSzB A full-text copy of the Gateway II's Motion, dated May 16, 2017, is available at https://is.gd/bimmW4 About Gateway Medical Gateway is a Washington limited liability company formed on May 28, 2004. Gateway Medical Center, LLC owns a medical office building located at 2501 NE 134th St., Vancouver, Washington. It is adjacent to a medical office building owned by affiliate Gateway Medical Center II, LLC located at 2621 NE 134th St., Vancouver, Washington. Gateway Medical Center, LLC and Gateway Medical Center II, LLC filed separate Chapter 11 petitions (Bankr. W.D. Wash. Case Nos. 17-41779 and 17-41780, respectively), on May 4, 2017. At the time of filing, Gateway Medical Center had $1 million to $10 million in estimated assets and Gateway Medical Center II had $10 million to $50 million in estimated assets. Both Debtors have liabilities estimated to be between $1 million to $10 million. Gateway and Gateway II are seeking to administratively consolidate their chapter 11 bankruptcy proceedings. The petitions were signed by Daniel J. Boverman, manager. The cases are assigned to Judge Brian D Lynch. The Debtor is represented by Tara J. Schleicher, Esq. at Farleigh Wada Witt. No trustee or examiner has been appointed in this chapter 11 case, and no committee has been appointed or designated. GLOBAL ASSET: Seeks Authorization to Use Cash Collateral -------------------------------------------------------- Global Asset Solutions, Inc., seeks authorization from the U.S. Bankruptcy Court for the Middle District of Florida to use cash, accounts receivable and other income derived from the Debtor's operations to fund its operating expenses and costs of administration for the duration of its Chapter 11 case. The Debtor asserts that it must have access to and authorization to use cash collateral in the amounts and for the purposes set forth in the budget, necessary to avoid immediate and irreparable harm to the Debtor's estate. The Debtor intends to use cash collateral in accordance with the Budget for payment of necessary owner/operators, employees, supplies, and ordinary business expenses related to its operations. The proposed 2017 Budget provides per unit annual year-to-date expenses on its properties as follows: (a) Property Address: 3215 Sydney Dover Rd., Dover, FL 33527 Unit # 1 Expense Totals: $8,803 (b) Property Address: 3215 Sydney Dover Rd., Dover, FL 33527 Unit # 2 Expense Totals: $14,342 (c) Property Address: 3215 Sydney Dover Rd., Dover, FL 33527 Unit # 3 Expense Totals: $8,155 (d) Property Address: 3249 Sydney Dover Rd., Dover, FL 33527 Unit # 1 Expense Totals: $5,095 (e) Property Address: 3249 Sydney Dover Rd., Dover, FL 33527 Unit # 2 Expense Totals: $4,795 The Debtor believes that any cash collateral generated by the Debtor may constitute the cash collateral of Gary A. Craig, Individually, and as Trustee of the Gary A. Craig Revocable Trust Agreement. Gary A. Craig holds a claim in the amount of $524,351 secured by the Debtor's real property located at 3215 and 3249 Sydney Dove Road, Dover, Florida. As adequate protection for the use of cash collateral, the Debtor offers the following: (a) Mr. Craig will have a post-petition lien on the collateral to the same extent, validity and priority as existed pre-petition; (b) The Debtor will escrow 1/12th the value of its 2016 ad valorem taxes each month for payment of the 2017 ad valorem taxes; (c) The Debtor will maintain proper insurance on the collateral; (d) Mr. Craig will have the right to inspect the collateral; and (e) The Debtor will provide Mr. Craig with copies of monthly financial documents generated in the ordinary course of business and other information as the reasonably requested by Mr. Craig. A full-text copy of the Debtor's Motion, dated May 16, 2017, is available at https://is.gd/5EMGVc A copy of the Debtor's Budget is available at https://is.gd/vOIZ5r About Global Asset Solutions Global Asset Solutions, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 17-02970) on April 7, 2017. The petition was signed by Chad Sands, president. At the time of the filing, the Debtor estimated its assets and liabilities at $1 million to $10 million. The Debtor is represented by Buddy D Ford, Esq. and Jonathan A Semach, Esq. at Buddy D. Ford, P.A. GOVERNMENT DEV'T: Davis Polk Advises Bondholders in Restructuring ----------------------------------------------------------------- Davis Polk is advising an ad hoc group of bondholders who hold approximately $1.1 billion of bonds issued by the Government Development Bank of Puerto Rico ("GDB") in a restructuring of approximately $7.6 billion of GDB's liabilities, including $3.7 billion of GDB bonds. On May 15, 2017, Puerto Rico's Governor Ricardo Rossello announced that the Fiscal Agency and Financial Advisory Authority ("AAFAF", for its Spanish acronym) and GDB had entered into a restructuring support agreement ("RSA") with certain GDB bondholders holding a substantial portion of GDB's bond debt, including the ad hoc group, a group of more than 40 local credit cooperativas, and local bondholders represented by Bonistas del Patio. Under the RSA, the agreed terms of the restructuring of GDB will be consummated pursuant to a consensual modification for GDB under the recently enacted Title VI of The Puerto Rico Oversight, Management, and Economic Stability Act ("PROMESA"). The terms of the restructuring provide for the exchange of financial creditors' claims against GDB for one of three tranches of new bonds, at each creditors' election, issued by a new municipal entity. The tranches of new bonds will have varying face amounts, collateral priority and coupon payments. GDB is a public corporation and government instrumentality of the Commonwealth of Puerto Rico, which has acted as financial adviser to and fiscal agent for the Commonwealth and its instrumentalities, public corporations and municipalities. GDB has also provided interim and long-term financing to the Commonwealth and its instrumentalities, public corporations and municipalities, and to private parties for economic development. The Davis Polk insolvency and restructuring team includes partners Donald S. Bernstein and Brian M. Resnick and associates Angela M. Libby and Jordan Weber. The litigation team includes partner Benjamin S. Kaminetzky and associate Marc J. Tobak. The capital markets team includes partner Nicholas A. Kronfeld. Partner Lawrence E. Wieman is providing credit advice. Partner Lucy W. Farr and counsel Leslie J. Altus are providing tax advice. All members of the Davis Polk team are based in the New York office. Davis Polk & Wardwell LLP is a New York limited liability partnership, and its associated entities. GP INVESTMENTS: Fitch Affirms and Withdraws B+ Long-Term IDR ------------------------------------------------------------ Fitch Ratings has affirmed and withdrawn its ratings for GP Investments Ltd. (GP) KEY RATING DRIVERS Fitch is withdrawing GP's ratings as GP has chosen to stop participating in the rating process. Fitch will no longer have sufficient information to maintain the ratings and, accordingly, will no longer provide ratings or analytical coverage for GP. RATING SENSITIVITIES Rating sensitivities are not applicable as the ratings have been withdrawn. Fitch has affirmed and withdrawn the following ratings: GP Investments Ltd.: -- Long-Term Foreign Currency IDR at 'B+'; Outlook Positive; -- Senior unsecured bonds at 'B+/RR4'. GREEN PLAINS: S&P Affirms 'B' ICR & Revises Outlook to Stable ------------------------------------------------------------- S&P Global Ratings said it revised its outlook on Green Plains Inc. to stable from negative. S&P also affirmed its 'B' issuer credit rating on the company. The 'BB-' issue-level rating on the company's senior secured debt is unchanged. The '1' recovery rating on the debt is unchanged, reflecting S&P's expectation of very high (90%-100%; rounded estimate: 95%) recovery in the event of default. "The stable outlook reflects our expectation that while crush spreads are lower than they have been in some recent years, the issuer is somewhat insulated based on significant liquidity," said S&P Global Ratings credit analyst Michael Ferguson. "We expect debt to EBITDA of just under 5x on an adjusted basis during the next 12 months." S&P would likely lower the rating if the company were to face adjusted debt to leverage exceeding 5.5x consistently under S&P's forecast or if liquidity were to diminish substantially such that the issuer would be more exposed to sharp swings in commodity prices. While not likely in the near term, S&P could take a positive rating action if crush spreads improved such that debt to EBITDA were to drop beneath 4.5x consistently in its forecast. GREENVILLE DOUGH: Wants to Use AccessBank's Cash Collateral ----------------------------------------------------------- Greenville Dough, LLC, et al., ask the U.S. Bankruptcy Court for the Northern District of Texas for authorization to use the cash collateral of AccessBank Texas. AccessBank asserts that it is secured by a first priority lien on and security interest in substantially all of the Debtors' personal property. The Debtors propose to provide adequate protection to AccessBank for any diminution of the interest of the secured lender in the prepetition collateral. The Debtors tender to AccessBank additional and replacement security intersts and liens. The Debtors say that AccessBank is also adequately protected as a result of the continued business operations. The Debtors tell the Court that without the use of cash collateral, the Debtors will have no ability to operate the business. The Debtors will not be able to pay its vendors and its vendors will likely cease to provide goods and services to the Debtors on credit. The Debtors will not be able to fund its payroll. The Debtors will not be able to pay professionals necessary for the successful reorganization of its business. The Debtors will not be able to service the needs of its customers. All of these outcomes will cause immediate and irreparable harm to the Debtors' bankruptcy estates. As of the Petition Date, the Debtors lack sufficient unencumbered cash to fund the business operation. A copy of the Debtors' request and the budget is available at: http://bankrupt.com/misc/txnb17-31858-6.pdf About Greenville Dough Dallas, Texas based Greenville Dough, LLC dba Mellow Mushroom (Bankr. N.D. Tex. Case No. 17-31858) and affiliates McKinney, Texas-based Melkinney, LLC dba Mellow Mushroom (Bankr. N.D. Tex. Case No. 17-31859) and Frisco, Texas-based Quality Franchise Restaurants, LLC dba Mellow Mushroom (Bankr. N.D. Tex. Case No. 17-31860) filed for Chapter 11 bankruptcy protection on May 5, 2017. The Debtors own and operate Mellow Mushroom franchise restaurants. Judge Barbara J. Houser presides over the case Robert Thomas DeMarco, Esq., at DeMarco-Mitchell, PLLC, serves as the Debtors' bankruptcy counsel. Greenville Dough and Quality Franchise each estimated their assets at between $100,000, and $500,000 and their liabilities at between $1 million and $10 million. Melkinney, LLC, estimated its assets at between $500,000 and $1 million and its liabilities at between $1 million and $10 million. The petitions were signed by Monte Jensen, managing member, Greenville Dough. GULFMARK OFFSHORE: Commences Ch. 11 Bankruptcy Case in Delaware --------------------------------------------------------------- GulfMark Offshore, Inc. on May 17, 2017, disclosed that it has commenced a chapter 11 case in the United States Bankruptcy Court for the District of Delaware. The bankruptcy filing is the next step in GulfMark's restructuring efforts launched by the previously announced Restructuring Support Agreement ("RSA") dated May 15, 2017. Information related to the RSA was filed on Form 8-K on May 16, 2017. The chapter 11 filing does not include any of GulfMark's operating subsidiaries. Contracts and relationships between GulfMark's operating subsidiaries and their customers, vendors, and employees, are unaffected by the bankruptcy filing. GulfMark has filed a series of motions with the Bankruptcy Court requesting authority, among other things, to enter into a $35 million interim financing facility. Subject to Bankruptcy Court approval, the financing is expected to be sufficient to support GulfMark's operations during the restructuring process. About Gulfmark Offshore GulfMark Offshore, Inc., a Delaware corporation, was incorporated in 1996. The Company provides offshore marine support and transportation services primarily to companies involved in the offshore exploration and production of oil and natural gas. The Company's vessels transport materials, supplies and personnel to offshore facilities, and also move and position drilling and production facilities. The majority of the Company's operations are conducted in the North Sea, offshore Southeast Asia and offshore the Americas. The Company currently operates a fleet of 73 owned or managed offshore supply vessels, or OSVs, in the following regions: 30 vessels in the North Sea, 13 vessels offshore Southeast Asia, and 30 vessels offshore the Americas. The Company's fleet is one of the world's youngest, largest and most geographically balanced, high specification OSV fleets. The Company's owned vessels have an average age of approximately nine years. GulfMark incurred a net loss of $202.97 million in 2016 following a net loss of $215.23 million in 2015. The Company's balance sheet at Dec. 31, 2016, showed $1.05 billion in total assets, $604.3 million in total liabilities and $449.6 million in total stockholders' equity. KPMG LLP, in Houston, Texas, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Dec. 31, 2016, noting that the Company expects to be in violation of certain of their financial covenants which will result in the Company's debt becoming subject to acceleration, which raise substantial doubt about its ability to continue as a going concern. * * * In March 2017, S&P Global Ratings lowered its corporate credit rating on U.S.-based offshore service provider GulfMark Offshore to 'D' from 'CCC-'. "Gulfmark has entered into a 30-day-grace period to make the March 15 interest payment on its 6.375% senior unsecured notes due 2022," said S&P Global Ratings credit analyst Kevin Kwok. "The 'D' corporate credit and issue-level ratings reflect our expectation that company will not make the interest payment within the 30-day-grace period, and will instead seek a debt restructuring," he added. In March 2017, Moody's Investors Service downgraded GulfMark's Corporate Family Rating (CFR) to 'Ca' from 'Caa3', Probability of Default Rating (PDR) to 'Ca-PD' from 'Caa3-PD', and senior unsecured notes to 'C' from 'Ca. GV HOSPITAL: U.S. Trustee Forms 4-Member Committee -------------------------------------------------- The Office of the U.S. Trustee on May 17 appointed four creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of GV Hospital Management, LLC, and its affiliates. The committee members are: (1) AB Staffing Solutions, LLC Attn: Evan Burks 3451 S. Mercy Road, Suite 102 Gilbert, AZ 85297 Phone: 480-503-8910 Email: JHulsizer@ABStaffing.com (2) David M. Joseph MD 3390 N, Campbell, Suite 110 Tucson AZ 85719 Phone: 520-241-1882 Fax: 888-723-2341 Email: dmjosephmd@gmail.com (3) Empire Southwest, LLC Attn: Stacey Kelly and John Helms 1725 South Country Club Drive Mesa AZ 85210 Phone: 480-633-4000 Email: Stacy.Kelly@empire-cat.com Email: John.Helms@empire-cat.com (4) Padmon, LLC P.O. Box 4546 Tubac, AZ 85646 Phone: 520-612-8826 Email: luna_ivette@yahoo.com Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About GV Hospital Management Green Valley Hospital -- http://www.greenvalleyhospital.com/-- is a licensed and general acute care hospital open 24 hours a day, seven days a week. It cost more than $75 million to construct and equip, and opened in May of 2015. The hospital is a 49-bed general acute care hospital with a 12-bed emergency department. The hospital currently has 337 employees, and has credentialed over 232 physicians on its medical staff. GV Hospital Management, LLC d/b/a Green Valley Hospital, and its affiliates Green Valley Hospital, LLC d/b/a Green Valley Hospital and GV II Holdings, LLC, filed Chapter 11 petitions (Bankr. D. Ariz. Case Nos. 17-03351, 17-03353 and 17-03354, respectively) on April 3, 2017. Grant Lyon, chairman of the Board, signed the petitions. The cases are jointly administered. GV Hospital Management estimated $50 million to $100 million in assets and liabilities. Green Valley Hospital estimated $1 million to $10 million in assets and up to $100 million in liabilities. GV II Holdings estimated under $1 million in assets and $50 million to $100 million in liabilities. The cases are assigned to Judge Scott H. Gan. The Debtors are represented by S. Cary Forrester, Esq., and John R. Worth, Esq., at Forrester & Worth, as bankruptcy counsel. HARTLAND MMI: Creditor Seeks Chapter 11 Trustee Appointment ----------------------------------------------------------- Robert W. Lueck, the Creditor of Hartland MMI, LLC, asks the U.S. Bankruptcy Court for the District of Nevada to enter an order appointing an independent Chapter 11 Trustee to manage the business affairs of the Debtor. According to the Motion, there are material conflicts between the Debtor and the estate because of the self-serving claims of Garry Hart, the Debtor in Possession, to a security interest for an invalid mechanics lien which never went to judgment as well as inserting personal creditors into the estate as secured creditors in the absence of any factual or legal basis to do so. The Motion further provides that Mr. Hart has used the Hartland Mansion for his own business purposes and generated an income for himself though the property belongs to the LLC and the probate estate is the legal member of the LLC. Moreover, the Motion states that Mr. Hart has apparently not been paying the real property taxes owing on the parcels. As a consequence, tax liens have been filed against the two parcels and the County has apparently issued a tax certificate for the failure to pay taxes. The Creditor can be reached at: Robert W. Lueck, Esq. 719 South, 6th Street Las Vegas, NV 89101 Tel.:(702) 385-7385 Fax: (702) 385-3225 Email: luecklawcenter@yahoo.com About Hartland MMI Hartland MMI, LLC, is in the special events business. It rents out its facilities located at 1044 South 6th St. and 525 Park Paseo, Las Vegas, Nevada, for special events such as weddings, high school proms and so on. Hartland MMI, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 17-10549) on Feb. 8, 2017. The petition was signed by Garry Hart, manager. At the time of the filing, the Debtor disclosed $3.65 million in assets and $2.02 million in liabilities. The case is assigned to Judge Mike K. Nakagawa. HAVEN REAL ESTATE: Seeks to Hire Alperin Nebbia as Accountants -------------------------------------------------------------- Haven Real Estate Focus Fund LP seeks authority from the US Bankruptcy Court for the Northern District of Illinois, Eastern Division, to employ Jeffrey M. Seligmuller and Alperin, Nebbia & Associates as accountants. Jeffrey M. Seligmuller and Alperin, Nebbia & Associates will prepare financial statements and tax returns on the Debtor's behalf. Jeffrey M. Seligmuller and Alperin, Nebbia & Associates will undertake this representation at their standard hourly rates. The individual presently designated to represent the Debtor and the firm charges a one-time fee of not more than $3,500 for preparation of annual tax returns. Jeffrey M. Seligmuller, accountant at Alperin, Nebbia & Associates, attests that the accountants and the Firm are disinterested persons within the meaning of 11 U.S.C. Sec. 101(14). The Firm can be reached through: Jeffrey M. Seligmuller ALPERIN NEBBIA & ASSOCIATES CPA PA 375 Passaic Avenue, Suite 200 Fairfield, NJ 07004 Phone: 973-808-8801 Fax: 973-808-8804 Email: jeffs@alpscpa.com About Haven Real Estate Haven Real Estate Focus Fund LP sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N. D. Ill. Case No. 16-35511) on Nov. 7, 2016. The petition was signed by Albert Adriani, manager. The case is assigned to Judge Pamela S. Hollis. The Debtor hired Springer Brown, LLC, as legal counsel. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. HC GROUP: S&P Lowers CCR to 'B-' on Weakened Cash Flow Prospects ---------------------------------------------------------------- S&P Global Ratings lowered its corporate credit rating on Deerfield, Ill.-based HC Group Holdings III Inc. to 'B-' from 'B' and removed the rating from CreditWatch, where it was placed with negative implications on Dec. 19, 2016. The outlook is stable. S&P also lowered its rating on the company's first-lien debt to 'B-' from 'B' and removed the rating from CreditWatch negative. S&P's recovery rating of '3' is unchanged. The '3' recovery rating indicates S&P's expectation for meaningful (50%-70%; rounded estimate: 60%) recovery in the event of a default. S&P lowered its rating on its second-lien debt to 'CCC' from 'CCC+'. S&P's recovery rating on this debt remains '6', and reflects its expectation for negligible (0%-10%; rounded estimate: 0%) recovery in the event of default. The 21st Century Cures Act, effective Jan. 1, 2017, materially reduced reimbursement for certain infusion drug therapies covered by Medicare Part B. Under the current reimbursement framework, alternate-site infusion providers are only reimbursed for the infusion drug component, but not for medical supplies, transportation, nursing, and other labor associated with the service. Although the Cures Act also established Medicare reimbursement for the service component, that does not begin until 2021. The downgrade reflects S&P's expectations for HC Group to generate thin-to-negligible free cash flow over the next year, which is more consistent with the 'B-' rating category. This is a departure from S&P's previous base-case forecast, where it expected annual free cash flow generation of about $20 million, before this legislation came about. "We expect the payment reductions under the new reimbursement framework to materially reduce the company's already thin EBITDA margins, pressuring free cash flow generation, especially given ongoing capital expenditure requirements," said S&P Global Ratings credit analyst Elan Nat. S&P expects the company to gradually discontinue services to certain patients requiring the no-longer-profitable drugs, resulting in only a modest reduction (about 3%-4%) to S&P's prior organic revenue forecasts, as Medicare (excluding Medicare Advantage which is not affected by the reimbursement change) represents about 3% of HC Group's total revenues. However, given the above-average margins associated with the lost revenues, S&P estimates EBITDA margin will contract by about 100 basis points from this reimbursement change. Moreover, S&P believes it may take some time for the company to discontinue services for the relevant critically ill patients and to adjust scheduling and labor planning, resulting in some additional nonrecurring costs over the next quarter. The stable outlook reflects S&P's view that HC Group has sufficient liquidity to cover operating needs in its new reimbursement environment, that the company will benefit from its growth strategies over the next year, and that it will discontinue services to certain patients requiring infusion drugs that were implicated by the Cures Act. S&P could lower the rating if the negative impact of the Cures Act on HC Group's results exceeds S&P's expectations, leading to persistent cash flow deficits or a rapid increase in adjusted debt leverage, resulting in a potential covenant breach. Such scenarios could include EBITDA margin contraction of about 100 to 150 basis points from S&P's base-case forecast over the next year and would lead S&P to consider the company's capital structure to be unsustainable. While S&P considers an upgrade in 2017 unlikely, it could raise the rating if the company demonstrates its ability to generate meaningful free cash flow of greater than $25 million. Such a scenario would include EBITDA margins to expand by about 100 to 150 basis points. HELLENIC PROPERTY: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------------- The Office of the U.S. Trustee on May 17 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Hellenic Property Ventures, LLC. About Hellenic Property Ventures Based in Liberty, North Carolina, Hellenic Property Ventures, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Case No. 17-10505) on April 27, 2017. The petition was signed by Spiro D. Laousis, member manager. At the time of the filing, the Debtor estimated assets of less than $100,000 and liabilities of less than $50,000. The case is assigned to Judge Catharine R. Aron. The Debtor is represented by Ivey, McClellan, Gatton & Siegmund. HOOVER GROUP: Moody's Reinstates Caa1 CFR, Outlook Negative ----------------------------------------------------------- Moody's Investors Service reinstated Hoover Group, Inc.'s Corporate Family Rating (CFR) at Caa1 and Probability of Default Rating (PDR) at Caa1-PD. These reinstatements reflect the final debt capital structure and organizational structure following the merger of Hoover Container Solutions, Ferguson Group (Ferguson) and CHEP Catalyst and Chemical Containers (CCC) that formed a container solutions enterprise that rents, sells, and services containers, work spaces and packaging products. Concurrently, the B3 CFR and B3-PD PDR previously assigned to Hoover Group, Inc. (New) will be withdrawn as no rated debt exists at this entity. The rating actions effectively reflect the CFR being downgraded to Caa1 from B3 and the PDR being downgraded to Caa1-PD from B3-PD. Additionally, the ratings on Hoover's bank credit facilities, including the $30 million revolver and $222 million term loan, were downgraded to B2 from B1. The rating outlook is negative. "The effective rating downgrade reflects Hoover's very high exposure to the stressed oil & gas industry that will further weaken liquidity and result in a prolonged period of high leverage and very weak interest coverage," said Moody's Analyst, Prateek Reddy. "The negative outlook reflects the potential for further weakening of Hoover' liquidity and absent some stabilization in the end market, the capital structure could devolve into being untenable." Reinstatements: Issuer: Hoover Group, Inc. -- Corporate Family Rating, Reinstated to Caa1 -- Probability of Default Rating, Reinstated to Caa1-PD Withdrawals: Issuer: Hoover Group, Inc. (New) -- Corporate Family Rating, Withdrawn, previously rated B3 -- Probability of Default Rating, Withdrawn, previously rated B3- PD Downgrades: Issuer: Hoover Group, Inc. -- $30 Million Senior Secured First Lien Revolving Credit Facility due 2020, Downgraded to B2 (LGD2) from B1 (LGD2) -- $222 Million Senior Secured First Lien Term Loan due 2021, Downgraded to B2 (LGD2) from B1 (LGD2) Outlook Actions: Issuer: Hoover Group, Inc. -- Outlook, Changed to Negative from No Outlook Issuer: Hoover Group, Inc. (New) -- Outlook, Changed to Rating Withdrawn from Stable RATINGS RATIONALE Hoover's Caa1 CFR reflects the company's small scale, complexity associated with its organization structure and its significant exposure to the cyclically-stressed oil & gas industry. Given the anticipated prolonged weakness within the offshore exploration and production market, credit metrics are expected to weaken materially through 2017 and show some signs of stability but at trough levels in 2018. Negative free cash flow generation expected in 2017 followed by very minimal levels expected to be generated in 2018 contribute to weak liquidity and will leave debt balances stubbornly high. Additionally, integration expenses associated with the sizable merger of Hoover Container Solutions, Ferguson Group (Ferguson) and CHEP Catalyst and Chemical Containers (CCC) in 2016 remain elevated. However, the rating is supported by a solid market position in the niche container solutions market, a global client base, product line diversification and the rental focused business model that enables high EBITDA margins relative to other broader manufacturing focused peers. Hoover's weak liquidity profile is reflected by its very modest cash balance, expectations for negative free cash flow and the resultant high likelihood of revolver usage through 2018. The negative outlook reflects the potential for the offshore oil & gas environment remaining very weak for an extended period of time, leading to further weakening of liquidity and credit metrics that reflect an untenable capital structure. Ratings could be downgraded if revenue and EBITDA continue declining beyond 2017 contributing to Debt-to-EBITDA approaching 9x. If negative free cash flow is sustained or EBITDA-to-interest drops to under 1x rating would likely be downgraded. Ratings could be upgraded if improvement in offshore activity supports meaningful EBITDA growth leading to Debt-to-EBITDA sustained below 5.5x and EBITDA-to-interest sustained above 2x. Improving liquidity as demonstrated by consistent positive free cash flow generation will also be needed for the ratings to be upgraded. The B2 rating on the senior secured first lien facilities, including the $30 million revolver (commitments expire in 2020) and the $222 million term loan (maturing in 2021), two notches higher than the Caa1 CFR, reflect their priority position compared to the structurally subordinated $150 million unsecured loan (not rated). The Caa1-PD PDR is in line with the Caa1 CFR, reflecting the multiple-class debt structure and Moody's expectations for an average family recovery in a distress scenario. Hoover specializes in container, workspace and packaging solutions for the global energy, petrochemical and general industrial end markets. First Reserve and Brambles Limited (Baa1 stable) each own 50% of Hoover's ultimate parent, Hoover Ferguson Group Limited. Pro forma for the merger, the company's 2016 revenue was about $172 million, 70% of this was derived from the rental business. The principal methodology used in these ratings was Equipment and Transportation Rental Industry published in April 2017. HORISONS UNLIMITED: June 7 Hearing on PCO Appointment Set --------------------------------------------------------- Judge Robert Coyle of the U.S. Bankruptcy Court for the Eastern District of California entered an Order directing Horisons Unlimited to appear on June 7, 2016, and show cause why the appointment of a Patient Care Ombudsman is not necessary. Pursuant to Section 333(a)(1) of the Bankruptcy Code, the Court will order, not later than 30 days after the commencement of the case, the appointment of a patient care ombudsman unless the Court finds that such appointment is not necessary for the protection of the patients under the specific facts of the case. About Horisons Unlimited Horisons Unlimited filed a Chapter 11 petition (Bankr. E.D. Cal. Case No.: 17-11824) on May 10, 2017, and is represented by Cecily A. Dumas, Esq. of Pillsbury Winthrop Shaw Pittman LLP, in San Francisco, California. At the time of filing, the Debtor had $1 million to $10 million in estimated assets and $1 million to $10 million in estimated liabilities. The petition was signed by Daniel R. Kazakos, chief financial officer. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/caeb17-11824.pdf HUDSON HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Hudson Hospitality Holdings, LLC 9 Whitehall Avenue Mystic, CT 06355 Case No.: 17-20717 Business Description: The Debtor is a holding company that owns hotels. Chapter 11 Petition Date: May 17, 2017 Court: United States Bankruptcy Court District of Connecticut (Hartford) Judge: Hon. James J. Tancredi Debtor's Counsel: James Berman, Esq. ZEISLER & ZEISLER, P.C. 10 Middle Street, 15th Floor Bridgeport, CT 06604 Tel: (203) 368-4234 E-mail: jberman@zeislaw.com - and - CUMMINGS AND LOCKWOOD, LLC Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Madeline Penachio-Konigsberg, sole member. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/ctb17-20717.pdf Note: Due to the unavailability of the Debtor's hotel manager, the amounts due on the list of the Debtor's twenty general unsecured creditors are approximations, and the Debtor reserves its right to amend the List and the characterization of the claims. Nonetheless, the Debtor believes that its twenty largest general unsecured creditors are on the List. ILLINOIS STAR: Taps Carmody MacDonald as Legal Counsel ------------------------------------------------------ Illinois Star Centre LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Illinois to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire Carmody MacDonald, P.C. to, among other things, give legal advice regarding its duties under the Bankruptcy Code, assist in any potential sale of its assets or business, and assist in negotiations on matters related to the terms of a plan of reorganization. The hourly rates charged by the firm for its services range from $75 to $375. Carmody received $6,725 for services performed prior to the Debtor's bankruptcy filing and is currently holding $17,687.50 as a retainer. Robert Eggmann, Esq., disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Robert E. Eggmann, Esq. Thomas H. Riske, Esq. Carmody MacDonald P.C. 120 South Central Ave., Suite 1800 Clayton, MO 63105 Phone: 314-854-8600 Fax: 314-854-8660 Email: ree@carmodymacdonald.com Email: thr@carmodymacdonald.com About Illinois Star Centre Illinois Star Centre LLC owns the Illinois Star Centre Mall located at 3000 W. Deyoung Street, Marion. The mall, which is valued at $5.5 million, offers more than 50 stores and restaurants and serves the Southern Illinois Community with events that showcase local talent. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ill. Case No. 17-30691) on May 4, 2017. The petition was signed by Empire Tax Corp. by Dennis D. Ballinger, Jr., managing member. At the time of the filing, the Debtor disclosed $5.6 million in assets and zero liability. The case is assigned to Judge Laura K. Grandy. IMAGINE! PRINT: Moody's Lowers CFR to B3 on High Debt Levels ------------------------------------------------------------ Moody's Investors Service downgraded the Corporate Family Rating (CFR) for Imagine! Print Solutions, LLC to B3 from B2 and its Probability of Default Rating to B3-PD from B2-PD. At the same time, Moody's assigned a B2 rating to the company's proposed senior secured credit facilities, consisting of a $40 million revolver due 2021 and a $375 million first lien term loan due 2022, and has assigned a Caa2 rating to the company's proposed $110 million second lien term loan due 2023. The rating outlook is stable. The B2 ratings on Imagine's existing $371 million senior secured credit facilities are unchanged, and will be withdrawn on close of this transaction. Proceeds from the new first lien and second lien term loans will be used to refinance the company's existing secured debt and PIK HoldCo Notes, as well as to fund a distribution to its owners. According to Moody's analyst David Berge, "This transaction negatively affects Imagine's credit profile in two ways: first, by raising leverage to levels no longer appropriate for a B2 rating, and secondly, by demonstrating an aggressive financial policy so soon after its LBO." Rating Actions: -- Corporate Family Rating, Downgraded to B3 from B2 -- Probability of Default Rating, Downgraded to B3-PD from B2-PD -- $40 Million Senior Secured First Lien Revolving Credit Facility due 2021, Assigned at B2 (LGD3) -- $375 Million Senior Secured First Lien Term Loan due 2022, Assigned at B2 (LGD3) -- $110 Million Senior Secured Second Lien Term Loan due 2023, Assigned at Caa2 (LGD6) -- Outlook, Remains Stable RATINGS RATIONALE The downgrade reflects Imagine's high debt levels, which have increased substantially with the recent term loan refinancing, and ensuing leverage which is no longer supportive of a B2 CFR. As a result of the proposed transaction, Imagine's total debt (including Moody's standard adjustments), increases by over 16%, to approximately $530 million. Leverage, which was already high for the rating at 5.2 times debt to EBITDA as of December 31, 2016 (pro forma for recent acquisitions, but excluding add-backs for certain non-recurring adjustments), is estimated to increase to over 6 times with this transaction, which represents a level more typical of B3 business services companies of this size. Moreover, as this transaction occurs less than 18 months after the initial LBO by equity sponsors Oak Hill Capital Partners and management, Moody's believes this transaction represents the undertaking of an aggressive financial policy. The ratings also reflect Imagine's relatively small size (less than $500 million in revenue) when compared to other business services companies, its limited scope of operations, uncertainty surrounding future financial policies that the company will undertake under new private equity ownership, and significant customer concentration with material exposure to customers in the cyclical retail sector. Ratings are supported by evidence of steady growth through the company's nearly 30-year history in the US, including recessions, its large and diverse base of high quality customers, and niche-industry leadership in the in-store design and marketing segment. Moody's assesses Imagine's liquidity profile as good. Although the company is expected to carry minimal cash balances on close of the refinancing, Moody's expects that Imagine will generate approximately $30-40 million of free cash flow in 2017, supported by modest capital spending requirements (2-4% of revenue). There are no debt maturities until the term loan is due in 2022. Imagine maintains a $40 million revolver due 2021, which Moody's believes to be appropriate relative to the company's size, debt service, and capital spending needs. This facility is expected to be undrawn on close of the refinancing transaction, and will only likely be used lightly and periodically for short-term working capital needs, although Moody's believes it is possible that the company may use part of the revolver capacity for acquisitions if opportunities arise. The company has a covenant-light debt structure. The stable outlook reflects Moody's expectation that the company will gradually de-lever over the next 12-18 months, assuming modest organic revenue growth while sustaining operating margins, resulting in sufficient free cash flow generation that can be used towards a modest amount of debt repayment. However, debt to EBITDA is expected to remain at approximately mid-5 times debt to EBITDA over this period. Imagine's ratings could be downgraded if the company experiences a decline in revenue or margin deterioration, possibly by the loss of important customers or difficult market conditions, which would result in diminishing free cash flow, increased and sustained reliance on revolver drawings to cover operating needs, or potential covenant problems if springing covenants are tripped. A downgrade would be warranted if debt to EBITDA exceeds 7.0 times or if EBITA to interest falls below 1.0 time. The ratings could be upgraded if Imagine can demonstrate steady revenue growth as it diversifies its service offering, while further improving margins and de-leveraging. Along with these events, the company would need to sustain debt to EBITDA below 5.0 times, EBITA to interest above 1.5 times, and retained cash flow to debt in excess of 15% for higher rating consideration. An upgrade would further require the demonstration of a more conservative financial policies by Oak Hill. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Imagine! Print Solutions, LLC, headquartered Minneapolis, MN, is a leading provider of in-store and brand-based marketing solutions. The company is majority owned by certain affiliates of private equity firm Oak Hill Capital Partners. The company had revenues of approximately $398 million as of December 31, 2016, pro forma for acquisitions. IMPLANT SCIENCES: Delays Filing of 1st Quarter Financial Report --------------------------------------------------------------- Secure Point Technologies, Inc., formerly known as Implant Sciences Corporation, advised the Securities and Exchange Commission that its quarterly report for the first quarter ended March 31, 2017, will be filed late. The Company said, "The Registrant was unable to file the Quarterly Report on Form 10-Q within 45 days of the Registrant's fiscal quarter ended March 31, 2017, due to delays caused by its petitions filed for relief under Chapter 11 of the Bankruptcy Court with the United States Bankruptcy Court for the District of Delaware, the sale of its assets to L-3 Communications Corporation, and the transfer of employees and accounting records to L-3 Communications Corporation. The Registrant was unable, without unreasonable effort and expense, to prepare its accounting records and schedules in sufficient time to enable its independent registered public accounting firm to complete its review of the Registrant's financial statements to be contained in the Quarterly Report on Form 10-Q for the quarter ended March 31, 2017. The Registrant intends to file Form 10-Q, along with the financial statements within the five-day extension period." The Company anticipates reporting a net gain of approximately $94,798,000 on revenues of approximately $206,000 for the three months ended March 31, 2017 as compared to a net loss of approximately $4,096,000 on revenues of approximately $10,923,000 for the corresponding prior year period. It also anticipates reporting a net gain of approximately $68,531,000 on revenues of approximately $16,893,000 for the nine months ended March 31, 2017 as compared to a net loss of approximately $8,320,000 on revenues of approximately $35,608,000 for the corresponding prior year period. About IMX Acquisition IMX Acquisition Corp., also known as Ion Metrics Inc., and its affiliates, comprise a leading designer and manufacturer of systems and sensors that detect trace amounts of explosives and drugs. Their products, which include handheld and desktop detection devices, are used in a variety of security, safety, and defense industries, including aviation, transportation, and customs and border protection. The Debtors have sold more than 5,000 of their detection products to customers such as the United States Transportation Security Administration, the Canadian Air Transportation Security Authority, and major airports in the European Union. IMX Acquisition Corp. sought Chapter 11 protection (Bankr. D. Del. Case No. 16-12238) on Oct. 10, 2016. Its affiliates, Implant Sciences, C Acquisition Corp. and Accurel Systems International Corp. also sought Chapter 11 protection. The cases are assigned to Judge Brendan Linehan Shannon. IMX estimated assets and liabilities in the range of $100 million to $500 million. The Debtors tapped Paul V. Shalhoub, Esq. and Debra C. McElligott, Esq., and Jennifer J. Hardy, Esq., at Willkie Farr & Gallagher, LLP, as counsel. The petitions were signed by William J. McGann, president. Andrew Vara, acting U.S. trustee for Region 3, on Oct. 24, 2016, appointed Harold Coe and four others to serve on the official committee of equity security holders. Co-counsel to the Official Committee of Equity Security Holders are William R. Baldiga, Esq., and Gerard T. Cicero, Esq., at Brown Rudnick LLP, in New York, and Sunni P. Beville, Esq., at Brown Rudnick LLP, in Boston, Massachusetts; and Mark Minuti, Esq., at Saul Ewing LLP, in Wilmington, Delaware. The Equity Committee tapped FTI Consulting, Inc., as financial advisor. Tannor Partners Credit Fund, LP., the New DIP Lender, is represented in the case by Andrew M. Felner, Esq., at Sheppard, Mullin, Richter & Hampton, LP. * * * L3 Technologies on Jan. 5, 2017, disclosed that it has completed its acquisition of the explosives trace detection (ETD) business of Implant Sciences. L3 had entered into an asset purchase agreement (APA) to acquire certain assets of Implant for $117.5 million in cash, plus the assumption of specified liabilities. The Debtors have changed their names following the sale: FIAC Corp. from IMX Acquisition Corp.; Secure Point Technologies from Implant Sciences; FCAC Corp. from C Acquisition Corp.; and FASIC Corp. from Accurel Systems International Corporation. INFORMATION SOLUTIONS: Case Summary & 20 Top Unsecured Creditors ---------------------------------------------------------------- Debtor: Information Solutions, Inc. dba Refuge Golf & Country Club 3275 N. Latrobe Dr. Lake Havasu City, AZ 86404 Case No.: 17-05481 Business Description: Information Solutions -- http://www.refugecountryclub.com/-- owns the Refuge Golf & Country Club located at 3103 London Bridge Rd. Lake Havasu City, AZ 86404. The property is valued at $2 million. Chapter 11 Petition Date: May 17, 2017 Court: United States Bankruptcy Court District of Arizona (Yuma) Judge: Hon. Madeleine C. Wanslee Debtor's Counsel: John R. Worth, Esq. FORRESTER & WORTH, PLLC 3636 N Central Ave, Suite 700 Phoenix, AZ 85012 Tel: 602-258-2728 Fax: 602-271-4300 E-mail: jrw@forresterandworth.com Total Assets: $2.06 million Total Liabilities: $12.78 million The petition was signed by Jerry Aldridge, president. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/azb17-05481.pdf INLAND ENVIRONMENTAL: Seeks to Hire GBH CPAs as Accountant ---------------------------------------------------------- Inland Environmental and Remediation, Inc. seeks authority from the US Bankruptcy Court for the Southern District of Texas, Houston Division, to employ GBH CPAs as accountant. The professional services to be provided by GBH include the preparation of tax return for the Debtor. The Debtor desires to employ GBH on a fee basis. The Firm's current hourly rates are: Herbert L. Kalman, CPA $350 Jared Patterson, CPA $240 Staff $120-$200 Herbert L. Kalman, CPA attests that neither he nor GBH have any connection of any kind or nature with the Debtor, its creditors, any other party in interest, their respective attorneys and accountants, the United States Trustee or any person employed in the office if the United States Trustee. He and GBH CPAS, PC are both disinterested persons as defined in 11 U.S.C. Sec 101(14). The Firm can be reached through: Herbert L. Kalman, CPA GBH CPAs, PC 6002 Rogerdale Road, Suite 300 Houston, TX 77072 Phone: (713) 482-0000 Fax: (713) 482-0099 Email: hkalman@gbhcpas.com About Inland Environmental Inland Environmental and Remediation, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 16-34624) on Sept. 14, 2016. The petition was signed by David L. Polston, chief executive officer and president. The case is assigned to Judge Jeff Bohm. At the time of the filing, the Debtor estimated its assets and liabilities at $1 million to $10 million. Richard L. Fuqua, II, Esq., at Fuqua & Associates P.C. serves as the Debtor's bankruptcy counsel. IOWA FINANCE: Fitch Affirms B- Rating on 2013 & 2016 Disaster Bonds ------------------------------------------------------------------- Fitch Ratings has affirmed the 'B-' rating on the outstanding 2013 and 2016 Midwestern Disaster Area Revenue Bonds (together, the revenue bonds) issued by the Iowa Finance Authority on behalf of Iowa Fertilizer Company LLC (IFCo). The ratings have been removed from Rating Watch Negative and assigned a Negative Outlook. The Iowa Finance Authority has issued a total of $1.185 billion ($1.156 billion outstanding) of revenue bonds on behalf of IFCo. RATING RATIONALE The ratings reflect that a limited margin of safety remains for repayment of the bonds, subsequent to the recent bond exchange. While the maturity extension obtained in 2016 and recently achieved project completion relieve near-term payment default risk, the facility could face ramp-up issues and is vulnerable to a volatile and potentially weak product pricing environment. Removing the bonds from Rating Watch Negative reflects the fact that the project has alleviated short-term liquidity concerns, has reached completion and is in position to start generating operating cash flow, while also benefiting from continued shareholder undertakings to meet upcoming debt payment obligations. The Negative Outlook reflects the potential for further negative rating action due to early operational performance below expectations or weakening in product prices. KEY RATING DRIVERS Completion Achieved: The project has reached completion with both the ammonia and downstream facilities in production. Limited Liquidity: IFCo has started production and is projected to generate its first operating cash flow this month. Through the bond exchange and consents completed in 2016, IFCo has alleviated near-term financial pressure on forthcoming debt payments, ensuring a payment default can be avoided through the Dec. 1, 2017 payment. Under the terms of that exchange, the next two bond payments are guaranteed by the sponsor, OCI N.V. (OCI). IFCo also has available liquidity of $82.5 million from the debt service reserve providing additional cushion for the ramp-up stage. For the term of the debt, relatively high equity distribution triggers will support debt repayment and replenishment of reserves during potential periods of low operating cash flow. Operating and major maintenance reserves will help shield the project during the operational phase. Nitrogen Market Price Exposure: IFCo will sell its nitrogen products to farmers, distributors, wholesalers, cooperatives, and blenders at market prices. The project's main products have historically exhibited considerable price volatility. Pricing has fallen close to 10-year lows in late 2016, and though there has been some recovery very recently, the trend has not sustained. Natural Gas Price Risk: The project is procuring its natural gas feedstock via an existing pipeline at prices linked to Henry Hub. IFCo has entered into natural gas call swaptions for the first seven years of the project to moderate the risk of a reversal in gas pricing trends. In addition, the project will fund a feedstock reserve and can enter into further call swaptions to help mitigate price risk during the non-hedged period. Unproven Operating Profile: Non-feedstock O&M and maintenance cost projections have increased significantly from original projections due to staffing costs, and the project may require several years of operations to establish a stable cost profile. It should be noted that natural gas accounts for more than 60% of the project costs. The use of commercially proven technologies and a plant design with oversized capacity could help mitigate operating performance risk. Vulnerable Financial Profile: The 2016 bond exchange and project completion relieve very near-term financial concerns while extending the ultimate revenue bonds' maturity to 2027. Over the full debt term, Fitch's analysis suggests that IFCo's ability to meet ongoing mandatory debt payments is vulnerable to deterioration of operating margins. Given the ongoing uncertainty surrounding nitrogen product prices, Fitch's financial scenarios do not assume any improvement in operating margins over the debt term. If the plant operates at a production capacity and non-feedstock cost profile in line with sponsor expectations, as is the assumption in Fitch's base case, debt service coverage at current product prices would average 1.47x through debt maturity. Peer Analysis: IFCo's peer group includes merchant project financings in which product sales are susceptible to the inherent volatility of commodity markets. Merchant projects that have achieved ratings in the 'BB' category have demonstrated some combination of long-term feedstock price certainty, materially low leverage, structural enhancements, or a proven, quasi-monopolistic competitive advantage. Merchant projects in the 'B' rating category or lower typically face significant technology implementation or construction risks, are exposed to price and volume risk, and operate in a business environment with highly volatile margins. RATING SENSITIVITIES Negative: A fundamental shift in the supply-demand balance or global producer cost curve that results in materially lower operating margins expected to persist over a long period. Negative: Inability to effectively manage operating costs or failure to reach and sustain projected capacity and utilization rates. Positive: Resolution of the Negative Outlook is contingent on operating at expected performance levels and no further deterioration in product prices. Any further positive rating action is contingent upon sustained positive product pricing trends. CREDIT UPDATE The project has reached completion, with all facilities commissioned. The ammonia and the downstream facilities have started production in April and May 2017 respectively, with a two-month delay compared to Fitch assumptions in previous rating and base cases. OCI has continued to support the project, and if required guarantees to fund the upcoming June 1, 2017 and Dec. 1, 2017 debt payments and the last milestone payment to be made to the EPC contractor. Once operational, IFCo's operating margins are dependent on favorable market pricing for nitrogen products. The pricing of nitrogen products is correlated to the price of feedstock, which may be oil, coal, or natural gas depending on the region and producer. In recent years, the substantial declines in oil and natural gas prices have driven nitrogen prices to levels approaching 10-year lows. These pricing trends have diverged significantly from market consultant forecasts that formed the basis for cash flow projections for the original financing. The market consultant provided an updated price deck in late October 2016 with a price curve indicating that the pricing will improve dramatically from the current environment, pending a significant rebound in energy prices, which Fitch views as optimistic. There has been some price improvement in early 2017, but the trend has not held. FITCH CASES Fitch's base and rating cases have been updated to reflect updated feedstock prices and the delay in the start of commercial operation with a start date of April 2017 for ammonia production and May for downstream production. These cases also utilize the same set of market pricing assumptions. In order to appreciate the risk of uncertain future nitrogen pricing, Fitch's cases assume that pricing remains flat at recent low levels for the entire debt term. Meanwhile, feedstock prices gradually rise over time, thereby holding operating margins flat (or declining). Under the base case, debt service coverage at current product prices would average 1.47x through debt maturity. Coverage is particularly strong (over 2x) in 2026 and 2027 when debt payments are less than half of the typical annual obligation. The majority of debt service coverage ratios (DSCRs) range from 1.0x-1.3x from 2018-2025. Fitch's rating case also layers on a downside scenario in which production capacity is 2.5% lower than expected and non-feedstock O&M (including major maintenance) costs are 10% higher than expected. This scenario would put increased pressure on the financial profile and suggests that IFCo may face periods where debt service would fall below breakeven levels and be reliant on reserves to avoid payment default. IRON MOUNTAIN: S&P Affirms 'BB-' CCR; Outlook Remains Stable ------------------------------------------------------------ S&P Global Ratings said that it affirmed its 'BB-' corporate credit rating on Boston, Mass.-based global storage and information management services company Iron Mountain Inc. The rating outlook remains stable. At the same time, S&P assigned its 'BB-' issue-level rating and '3' recovery rating to the company's proposed EUR300 million senior unsecured notes due 2025. The '3' recovery rating indicates S&P's expectation for meaningful recovery (50%-70%; rounded estimate: 50%) of principal for debtholders in the event of a payment default. S&P's ratings on the company's other debt are unchanged. "Our favorable view of Iron Mountain's business risk profile is based on the company's position as the global market leader in the records management business, which benefits from low customer attrition, high switching costs, favorable EBITDA margins, and long-term storage contracts that provide stable and recurring revenue," said S&P Global Ratings' credit analyst Vishal Merani. Despite the threat of digital storage, especially in developed markets, the company has exhibited an ability to increase storage volumes (excluding acquisitions) in these markets. Nevertheless, the threat of increasing secular trend toward digital storage could negatively impact the company longer term," S&P said. "The stable rating outlook reflects our expectation that Iron Mountain will continue to experience mid- to low-single-digit percentage revenue growth and improve its operating margins through efficiency initiatives," said Mr. Merani. "We also expect lease-adjusted leverage to moderate to the low-5x area and free operating cash flow (FOCF) to debt to remain above 5% through 2018." S&P could lower the corporate credit rating if the company isn't able to successfully integrate the Recall assets and, as a result, is unable to fully realize the cost efficiencies and benefits of its increased size and scale. This would likely result in weaker-than-expected operating performance, leverage above 5.5x through 2018, and FOCF to debt below 5% on a sustained basis. Additionally, S&P could lower the rating if it don't expect leverage to decline to the 5x area after 2018 or if the company materially increases its dividend payouts or undertakes sizeable debt-financed acquisitions. S&P views an upgrade as unlikely, given the company's status as a REIT, which reduces its financial flexibility. An upgrade would also depend on the company maintaining a less aggressive financial policy such that its lease-adjusted leverage remains at or below 4x. Such leverage reduction will likely entail the company issuing equity to repay debt or fund acquisitions. ISTAR INC: Fitch Assigns B+ Long-Term Issuer Default Rating ----------------------------------------------------------- Fitch Ratings has assigned a Long-Term Issuer Default Rating (IDR) of 'B+' to iStar Inc. Fitch has also assigned ratings of 'BB+/RR1' to iStar's senior secured debt, 'BB/RR2' to its senior unsecured debt, and 'CCC+/RR6' to its preferred stock. The Rating Outlook is Positive. KEY RATING DRIVERS - IDR, Senior Debt, Hybrid Securities The Long-Term IDR reflects iStar's unique platform as an integrated commercial real estate (CRE) finance and investment company; solid funding profile with a meaningful portion of unsecured debt; strengthening liquidity following the Safety, Income and Growth, Inc. (SFTY) transaction and recent resolution of Bevard land litigation; and experienced management team. Rating constraints include iStar's generally high-risk business model as evidenced by its exposure to custom-tailored CRE products; elevated development and monetization risk related to its land portfolio; earnings that are expected to include certain non-recurring asset sales and land monetizations; a material non-performing legacy loan in the real estate finance segment; increased performance pressures on certain CRE sub-sectors; and high proportion of wholesale funding. iStar exhibits flexibility to invest in any part of the capital structure and in various property markets. It adheres to its "Six Point Methodology" underwriting process when pursuing "white space" CRE opportunities. Fitch views this process as rigorous in that it considers factors including collateral quality, borrower equity, corporate sponsorship and/or guarantors, as well as legal and financial structure. As of March 31, 2017, the company's $4.5 billion portfolio consisted of net lease properties (32.3% of gross carrying value) and real estate finance (30.9%) followed by land and development properties (22.8%), operating properties (13.3%) and other assets (0.7%). Although no losses have been incurred on loans originated since 2008, legacy loans originated prior to 2008 continue to weigh on asset quality in the real estate finance segment. The carrying value of non-performing loans represented 14.6% of total loans in this segment as of March 31, 2017, primarily driven by the Hammons hotel line of credit. Fitch views the net lease real estate portfolio as a benefit to overall asset quality, since it provides cash flow stability, yielding 8.4% in first-quarter 2017 (1Q17) and 8.4% in 2016, below the weighted average yield of 9.2% and 8.9% for performing loans in the real estate finance segment in 1Q17 and 2016, respectively. The land portfolio, which was primarily acquired through foreclosure or deed in lieu of foreclosure, adversely influences overall asset quality. That being said, iStar is in the process of developing multiple infill/mixed-use, master planned communities and waterfront projects on its land and expects to transfer or sell $150 million-$300 million of land in 2017. In addition, the company stabilized or monetized residential and commercial operating properties in recent quarters, increasing the weighted average yield to 6.4% in 1Q17 from 5.5% and 4.4% in 2016 and 2015, respectively. Fitch expects earnings to continue to increase as development projects progress. Approximately 74.9% of iStar's debt was unsecured as of March 31, 2017, which is well above levels of many other diversified REITs and balance sheet-intensive finance and leasing companies. Unsecured debt enhances the company's operational and financial flexibility. Fitch expects unsecured debt to represent between 75%-80% of total debt over the Outlook horizon. Given proceeds received from the contemplated SFTY IPO and the Bevard litigation in April 2017, iStar has liquidity in excess of $1 billion that exceeds debt maturities and expected capital expenditures over the next 12 months, which Fitch views as adequate for the rating category. The company's liquidity position is further enhanced by its ability to retain earnings, as it held $902.9 million of net operating loss (NOL) carryforwards at year-end 2015 that can generally be used to offset ordinary taxable income. These NOLs begin to expire in 2029 and are fully expired in 2035 if unused. The amount of NOLs as of year-end 2016 will be determined upon the finalization of iStar's 2016 tax return. In addition, the company adheres to a 1.2x unencumbered assets-to-unsecured debt covenant, which provides protection to bondholders during periods of market stress. iStar's reported unencumbered asset coverage was 1.4x as of March 31, 2017 but Fitch calculates this ratio to be approximately 1.0x when valuing the unencumbered pool based on a stressed 12% capitalization rate. In addition to approximately $3.9 billion of debt, iStar had $745 million in preferred securities outstanding as of March 31, 2017. Per the criteria report "Non-Financial Corporates Hybrids Treatment and Notching Criteria," Fitch assigns 50% equity credit to iStar's preferred securities given the cumulative dividends. Fitch's baseline leverage ratio is debt-to-tangible shareholders' equity, treating the preferred securities as 50% equity. On this basis, leverage was 7.6x as of March 31, 2017, in line with the 'b' quantitative benchmark for balance sheet- intensive finance and leasing companies. This ratio improves to 4.5x pro forma for the repayment of 9% unsecured notes and proceeds received from the SFTY transaction and Bevard litigation. These transactions reduced debt and built equity, resulting in leverage in line with the 'bbb' quantitative benchmark. Debt-to-tangible shareholders' equity treating the preferred securities as 100% equity, gross of accumulated depreciation, is low relative to assigned ratings at 2.8x as of March 31, 2017 and 2.0x pro forma for the debt reduction and equity build. Fitch anticipates that leverage will remain around current levels over the Outlook horizon. When treating the company's preferred shares as 50% debt, leverage is projected to remain between 4.0x-5.0x over the Outlook horizon. Debt-to-tangible shareholders' equity treating the preferred securities as 100% equity, gross of accumulated depreciation, is expected to remain around 2.0x over the Outlook horizon. The company's senior management team has sufficient depth to execute iStar's business strategy. Senior officers as well as investment/credit and asset management professionals have an average of 28 years of industry experience. Fitch views the company's relationship with a sovereign wealth fund, GIC (Realty) Private Limited (GIC), as an effective method to manage risk and raise capital. iStar sources investment opportunities that do not fit its risk appetite into a joint venture with this partner (iStar Net Lease I LLC) and receives promotes and management fee income through the venture. The associated debt in this joint venture is non-recourse to iStar. The proposed SFTY transaction has arisen from iStar's relationship with GIC and will result in the transfer of more stable and lower risk ground net lease assets off of iStar's balance sheet. The Positive Outlook reflects Fitch's expectation that iStar's asset quality will improve over the Outlook horizon as the company continues to monetize its land holdings and has reserved for losses against the Hammons hotel line of credit. The Positive Outlook also signals that iStar's earnings and cash generation should grow over the next 12-to-24 months. Despite the Positive Outlook for iStar, broader performance of certain CRE sub-sectors is likely to be mixed. Development exposure across the REIT universe is more manageable and substantially less than in the peak 2007-2008 period but Fitch generally views later-cycle development as having execution and funding risks. Office property fundamentals vary widely by region. While the favorable economic backdrop is a positive for industrial property fundamentals, the recent rise in protectionist sentiment could lead to policies that restrict trade openness, thereby impacting industrial real estate demand. Fitch expects U.S. lodging revenue per available room growth to decelerate to 1%-2% during 2017 as the industry enters the seventh year of this upcycle. Leisure end-demand remains solid. As a result of these trends in the aggregate, Fitch expects asset quality of CRE loan portfolios to revert to long-term averages in the coming years, although the pace of asset quality reversion is, in part, dependent on the level of interest rates. The secured debt rating is three notches above iStar's Long-Term IDR and reflects the collateral backing these obligations, which suggests outstanding recovery prospects. The unsecured debt rating is two notches above iStar's Long-Term IDR and reflects the availability of sufficient unencumbered assets, which provide support to unsecured creditors and suggest superior recovery prospects. The preferred stock rating is three notches below iStar's IDR, reflecting that these securities are deeply subordinated and have loss absorption elements that would likely result in poor recovery prospects. RATING SENSITIVITIES - IDR, Senior Debt, Hybrid Securities An upgrade of the Long-Term IDR would primarily be driven by a demonstrated ability to generate earnings and monetize assets within the company's land segment, which should improve overall asset quality. Maintenance of robust liquidity particularly with respect to near-term funding obligations and further improvements of unencumbered asset coverage of unsecured debt may also lead to positive rating momentum. Negative rating pressure could arise from deterioration in the quality of iStar's loan portfolio, including an increase in non-performing loans and additional provisions for loan losses. An inability for the company to generate earnings and monetize land segment assets would also be viewed negatively. A material reduction in long-term unsecured funding and a sustained increase in leverage could also lead to negative rating momentum. If the Long-Term IDR were to be upgraded, there is the potential for the outstanding secured debt, unsecured debt and preferred stock ratings to stay at their current levels, subject to the assessment of iStar's liquidity profile and asset coverage at that time. Fitch has assigned the following ratings: iStar Inc. -- Long-Term IDR 'B+'; -- Senior secured debt 'BB+/RR1'; -- Senior unsecured debt 'BB/RR2'; -- Preferred stock 'CCC+/RR6'. The Rating Outlook is Positive. J & W TRAILER: Taps Bulie Law Office as Legal Counsel ----------------------------------------------------- J & W Trailer Leasing, LLC seeks approval from the U.S. Bankruptcy Court for the District of North Dakota to hire legal counsel. The Debtor proposes to hire Bulie Law Office to give legal advice regarding its duties under the Bankruptcy Code, and provide other legal services related to its Chapter 11 case. Bulie Law Office will seek compensation at the rate of $200 per hour for all attorneys including Sara Diaz, Esq., who will be the primary counsel. The firm has $8,283 in available retainer funds. Ms. Diaz disclosed in a court filing that she and her firm do not hold or represent any interest adverse to the Debtor or its bankruptcy estate. The firm can be reached through: Sara E. Diaz, Esq. Bulie Law Office 1790 32nd Avenue S., Suite 2B Fargo, ND 58104 Phone: (701) 298-8748 Email: sara@bulielaw.com About J & W Trailer Leasing J & W Trailer Leasing, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. N.D. Case No. 17-30279) on May 9, 2017. At the time of the filing, the Debtor estimated assets and liabilities of less than $1 million. The case is assigned to Judge Shon Hastings. J. CREW: Bank Debt Trades at 34% Off ------------------------------------ Participations in a syndicated loan under J. Crew is a borrower traded in the secondary market at 66.33 cents-on-the-dollar during the week ended Friday, May 5, 2017, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 1.08 percentage points from the previous week. J. Crew pays 300 basis points above LIBOR to borrow under the $1.56 billion facility. The bank loan matures on Feb. 27, 2021 and carries Moody's Caa1 rating and Standard & Poor's CCC- rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended May 5. JAMES WATKINS: Midway Buying Chevrolet 2500 Pickup Truck for $45K ----------------------------------------------------------------- James Robert Watkins and Jodi Karen Watkins ask the U.S. Bankruptcy Court for the District of Kansas to authorize the private sale of 2016 Chevrolet 2500 4 x 4 Crew Cab pickup truck, VIN: 1GC1KWE81GF140601, with 21,230 mile on it, to Midway Motors Supercenter for $45,200. The Debtors are operating their farm and feed store business. The vehicle is subject to a prior perfected purchase money security interest in favor of Bank of America, PO Box 15220, Wilmington, Delaware for the estimated amount of $41,365. The Debtors propose to sell the vehicle at private sale to the Buyer for $45,200 free and clear of all liens and encumbrances, upon receipt of authority by the Court to sell the same. They propose that a portion of the sales proceeds be distributed to satisfy the Bank of America on account of its prior perfected purchase money security interest with the balance to be placed in their farm operating account and utilized for ongoing operating expenses of their farm. The proposed sale is in the best interests of the Creditors and the Bankruptcy Estate and is in furtherance of the Debtors' desires to scale down their farming interests. Accordingly, the Debtors respectfully ask the Court to enter an Order approving the sale of the vehicle to the Buyer upon the terms and conditions set forth and such other relief as the Court deems just. Counsel for Debtor: Tom R. Barnes II, Esq. STUMBO HANSON, LLP 2887 S.W. MacVicar Ave. Topeka, KS 66611 Telephone: (785) 267-3410 Facsimile: (785) 267-9516 E-mail: tom@stumbolaw.com James Robert Watkins and Jodi Karen Watkins sought Chapter 11 protection (Bankr. D. Kan. Case No. 17-40389) on April 14, 2017. The Debtors tapped Tom R. Barnes, II, Esq., at Stumbo Hanson LLP as counsel. JET SERVICES INC: Taps Speegle Hoffman Holman as Special Counsel ---------------------------------------------------------------- Jet Services, Inc. seeks authority from the US Bankruptcy Court for the Southern District of Alabama, Southern Division, to employ the firm of Speegle, Hoffman, Holman & Holifield, LLC as special counsel to represent the Debtor in an action before the Circuit Court of Mobile County, Alabama. The Debtor is the Plaintiff in litigation before the Circuit Court of Mobile County, Alabama in Case No. CV-2017-901023. In this litigation, the Debtor is asserting claims of breech of contract, quantum meruit, account stated, and account for declaratory judgment against Diamond Air, LLC. The Debtor is seeking damages of approximately $200,000.00, plus interest and costs. The firm of Speegle, Hoffman, Holman & Holifield, LLC will be handling this matter on an hourly basis. The firm charges an hourly rate of $250.00 for partners, $175.00 for associates and $100.00 for paralegals. The firm does not hold or represent any interest adverse to the Debtor or to the Debtor's estate with respect to the matters on which it is to be employed, and its employment is in the best interest of the estate. The Firm can be reached through: Jerome E. Speegle, Esq. SPEEGLE HOFFMAN HOLMAN & HOLIFIELD LLC Five Dauphin Street Suite 301 - Bayport Building Mobile, AL 36602 Tel: (251) 694-1700 Fax: (251) 694-1998 Email: jspeegle@speeglehoffman.com About Jet Services Inc. Jet Services, Inc. is a licensed aircraft charter operator. It offers jet charter in the United States, Canada, Mexico, Central America, and the Bahamas as well as other Caribbean destinations. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ala. Case No. 17-01296) on April 7, 2017. The petition was signed by Robert A. Marks, executive vice-president. The case is assigned to Judge Henry A. Callaway. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. Robert M. Galloway, Esq., at Galloway, Wettermark, Everest & Rutens, LLP, represents the Debtor. JHL INDUSTRIAL: Seeks to Hire Wadsworth Warner Conrardy as Counsel ------------------------------------------------------------------ JHL Industrial Services, LLC d/b/a Platt Rogers Construction seeks authority from the US Bankruptcy Court for the District of Colorado to employ Wadsworth Warner Conrardy, P.C. as counsel. The services the firm will render are: a. prepare on behalf of the Debtor all necessary reports, orders and other legal papers required in this Chapter 11 proceeding; b. perform all legal services for Debtor as debtor-in-possession which may become necessary; and c. represent the Debtor in any litigation which the Debtor determines is in the best interest of the estate whether in state or federal bankruptcy court. David J. Warner attests that Wadsworth Warner does not hold or represent any interest adverse to the Debtor and the bankruptcy estate and is a "disinterested person" as that term is defined in 11 U.S.C. Sec. 101(14) of the Bankruptcy Code. Wadsworth Warner received a retainer at the commencement of its employment in the amount of $13,000.00 from the Debtor. Thereafter, Jason Grubb deposited an additional retainer of $7,000.00 with Wadsworth Warner prior to the bankruptcy filing. Jason Grubb owns the entire membership interest in the Debtor and is its managing member. The Firm's hourly rates are: David V. Wadsworth, Esq. $400 David J. Warner, Esq. $300 Aaron J. Conrardy, Esq. $285 Paralegals $115 The Firm can be reached through: David V. Wadsworth, Esq. WADSWORTH WARNER CONRARDY PC 1660 Lincoln Street, Suite 2200 Denver, CO 80264 Phone: 303-296-1999 Fax: 303-296-7600 Email: dwadsworth@sww-legal.com About Platt Rogers Company Platt Rogers Company -- http://www.plattrogers.com/-- provides niche services including custom fuel system installation, civil construction, integrated agricultural feed and water solutions, piping process, new construction and renovation of facilities and plant, demolition, environmental construction, fuel distribution, fuel management and energy economizing and alternative energies distribution system installation. Platt Rogers Company, based in Lakewood, Colorado, filed a Chapter 11 petition (Bankr. D. Colo. Case No. 17-14141) on May 5, 2017. The Hon. Joseph G. Rosania Jr. presides over the case. David Warner, Esq., at Sender Wasserman Wadsworth, P.C., serves as bankruptcy counsel. In its petition, the Debtor estimated $505,500 in total assets and $1.02 million in total liabilities. The petition was signed by Jason Grubb, managing member. JIM HANKINS AIR: Sale of Destin Condo Unit for $150K Approved ------------------------------------------------------------- Judge Edward Ellington of the U.S. Bankruptcy Court for the Southern District of Mississippi authorized Jim Hankins Air Service, Inc.'s sale of condominium unit C-2, Building III Southbay by the Gulf Condominium, located at 940 Hwy 98 East, 31, Destin, Florida, outside the ordinary course of business, to Sunny Days, LLC for $150,000. The sale is free and clear of all liens, claims and interests. The ad valorem taxes that are owed will be prorated at closing on the real property. In addition, the Debtor agrees to contribute $4,000 of closing costs from the sale proceeds. The Debtor will file within 14 days of the sale closing a Report of Sale and attach thereto a copy of the settlement statement or other closing documents. After closing, the remaining sale proceeds will be delivered to Craig M. Geno, Esq., counsel to the Debtor, who will deposit them in an interest-bearing DIP account, with the funds to be disbursed only upon further order of the Court. About Jim Hankins Air Service, Inc. Jim Hankins Air Service, Inc. sought protection under Chapter 11 Of the Bankruptcy Code (Bankr. S.D. Miss. Case No. 17-00678) on Feb. 24, 2017, disclosing under $1 million in both assets and liabilities. The petition was signed by Bruce Moss, vice president. JMMR HOLDINGS: Seeks to Hire Gagnon Eisele as Legal Counsel ----------------------------------------------------------- JMMR Holdings, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire Gagnon Eisele, P.A. to give legal advice regarding its duties under the Bankruptcy Code, and provide other legal services related to its Chapter 11 case. Justin Eisele, Esq., the attorney designated to represent the Debtor, will charge an hourly fee of $350. Gagnon Eisele does not represent any interest adverse to the Debtor or its bankruptcy estate, according to court filings. The firm can be reached through: Justin M. Eisele, Esq. Gagnon Eisele, P.A. 1881 Lee Road Winter Park, FL 32789 Phone: 561-985-6405 Email: je@gagnoneisele.com About JMMR Holdings LLC JMMR Holdings, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 17-02473) on April 15, 2017. The petition was signed by James Felty, manager. At the time of the filing, the Debtor estimated assets of less than $500,000. JOHNSTON AUTO BODY: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------ The Office of the U.S. Trustee on May 15 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Johnston Auto Body & Painting, Inc. Johnston is represented by: Shawn N. Wright, Esq. Law Office of Shawn N. Wright 7240 McKnight Road Pittsburgh, PA 15237 Phone: (412) 920-6565 Email: shawn@shawnwrightlaw.com About Johnston Auto Body & Painting Johnston Auto Body & Painting, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 17-21387) on April 5, 2017. The petition was signed by Robert Johnston, president. At the time of the filing, the Debtor estimated assets and liabilities of less than $500,000. KEENEY TRUCK: Taps AGES Professional as Auctioneer -------------------------------------------------- Keeney Truck Lines, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire an auctioneer. The Debtor proposes to hire AGES Professional Services & Associates to market its personal property, which it intends to sell by public auction. The firm will get 1.5% of the final gross bid received. Ken McCormack, an AGES employee, disclosed in a court filing that his firm does not hold or represent any interest adverse to the Debtor's bankruptcy estate. The firm can be reached through: Ken McCormack Jeremy McCormack AGES Professional Services & Associates 743 El Cajon Boulevard El Cajon, CA 92020 Tel: (619) 504-7911 Tel: (619) 997-0176 Email: jeremy@agespsa.com Email: ken@agespsa.com About Keeney Truck Lines Inc. Keeney Truck Lines Inc. is a contract and common truckload carrier. Its primary area of operation is Southern California and Arizona but it also operates throughout California and the western United States. The Debtor operates 24 tractors and over 60 trailers from its Maywood, California yard where it also maintains its business offices, management, dispatch, and maintenance functions. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 16-26393) on December 14, 2016. The petition was signed by Dan Hubbard, president and CEO. At the time of the filing, the Debtor disclosed $3.30 million in assets and $1.68 million in liabilities. The case is assigned to Judge Sandra R. Klein. The Law Office of William P. Fennell, APLC represents the Debtor as bankruptcy counsel. The Debtor hired Paul, Plevin, Sullivan & Connaughton LLP, as special counsel, and Hoag & Robi, Inc., as accountant. No trustee, examiner, or committee has been appointed. KINDER MORGAN: Egan-Jones Raises Sr. Unsecured Ratings to BB+ ------------------------------------------------------------- Egan-Jones Ratings, on Aril 27, 2017, upgraded the local currency and foreign currency senior unsecured ratings on debt issued by Kinder Morgan Inc/DE to BB+ from BB. Kinder Morgan Inc. is the largest midstream energy company in the North America, operating product pipelines, natural gas pipelines, liquids and bulk terminals, and CO2, oil, and natural gas production and transportation assets. The company is headquartered in Houston, Texas. LA PALOMA GENERATING: Has OK to Use Cash Collateral Until Dec. 31 ----------------------------------------------------------------- The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware has entered a consensual order authorizing La Paloma Generating Company, LLC, et al.'s cash collateral use. The Debtors are allowed to use certain revenue collected postpetition with the consent of certain parties asserting disputed security interests in the revenue, to fund the Debtors' operations in the ordinary course of business and other administrative expenses of these cases. The Debtors' right to use purported cash collateral will terminate on Dec. 31, 2017. If any further court order provides that the collateral agent is entitled to adequate protection on account of its purported liens in the purported cash collateral or if the Court determines, at a further hearing, that the Debtors must provide adequate protection (consisting of replacement or similar liens) in respect of the collateral agent's purported cash collateral liens, the collateral agent will be granted, nunc pro tunc to the Petition Date, adequate protection for the Debtors' use of the purported cash collateral: -- the collateral agent will be deemed to have been granted, as of the Petition Date, valid and perfected security interests and liens in all assets and property of the Debtors; -- the collateral agent will have an allowed superpriority claim to the extent necessary to adequately protect the collateral agent from diminution, with priority in payment over any and all administrative expenses; and -- the Debtors will use the purported cash collateral to pay the accrued and unpaid reasonable, documented fees and expenses of the first-lien working capital agent, the first-lien term loan agent and the collateral agent payable under the applicable prepetition loan documents, whether incurred prior to or after the Petition Date, through the termination date. Notwithstanding the final SunTrust cash collateral court order and the final cash management order, the Debtors are authorized to use all purported cash collateral in accordance with the budget -- a copy of which is available at https://is.gd/5B8eWV -- subject to the permitted variance, and BONY is directed promptly to turn over to the Debtors, or otherwise make available to the Debtors, all purported cash collateral received or held by BONY in the revenue account. For the avoidance of doubt, purported cash collateral includes only amounts in excess of $8,019,084.17, which was the balance of the revenue account as of the Petition Date, and the Debtors are not authorized to withdraw any funds from the revenue account to the extent the withdrawals would cause the balance of the revenue account to be less than the Petition Date balance. About La Paloma Generating Company La Paloma Generating Company, LLC, a D.C.-based merchant power generator, and its affiliates La Paloma Acquisition Co, LLC, and CEP La Paloma Operating Company, LLC, filed separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-12700 to 16-12702) on Dec. 6, 2016. The Hon. Christopher S. Sontchi presides over the cases. The petitions were signed by Niranjan Ravindran, as authorized person. The Debtors are represented by John J. Rapisardi, Esq., and George A. Davis, Esq., at O'Melveny & Myers LLP, as lead bankruptcy counsel; and Mark D. Collins, Esq., Andrew Dean, Esq., and Jason M. Madron, Esq., at Richards, Layton & Finger, P.A., as Delaware counsel. Lawyers at Curtis, Mallet-Prevost, Colt & Mosle LLP serve as conflicts counsel. Jefferies LLC serves as the Debtors' financial advisor and investment banker, while their claims and noticing agent is Epiq Bankruptcy Solutions. Alvarez & Marsal North America, LLC, as financial advisor. La Paloma Generating estimated $100 million to $500 million in assets and $500 million to $1 billion in liabilities. Maria Aprile Sawczuk has been appointed fee examiner in the bankruptcy case. LAKEWOOD AT GEORGIA: Asks for Permission to Use Cash Collateral --------------------------------------------------------------- Lakewood at Georgia Avenue LLC and and GCCFC 2007-GG9 Georgia Avenue, LLC, filed with the U.S. Bankruptcy Court for the District of Maryland a consent motion for entry of an interim order authorizing the Debtor's use of cash collateral. GCCFC 2007-GG9 is represented by: Darek S. Bushnaq, Esq. Laura S. Bouyea, Esq. Venable LLP 750 East Pratt Street, Suite 900 Baltimore, MD 21202 Tel: (410) 244-7400 Fax: (410) 244-7742 E-mail: lsbouyea@venable.com About Lakewood At Georgia Avenue Lakewood At Georgia Avenue LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 16-26171) on Dec. 10, 2016. The petition was signed by George E. Christopher, president of managing member Lakewood Investment Corp. The case is assigned to Judge Thomas J. Catliota. The Debtor is represented by DeCaro & Howell P.C. At the time of the filing, the Debtor disclosed $6.04 million in assets and $4.35 million in liabilities. LARKIN EXCAVATING: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Larkin Excavating, Inc. PO Box 233 Lansing, KS 66043 Case No.: 17-20890 Business Description: Larkin Excavating, Inc. -- http://larkinexcavating.com-- provides construction services. The Company offers underground utilities, site work, sanitary sewer, trucking, concrete, landfill, demolition, earthworks, site grading, material processing, site drainage, concrete, and soil stabilization services. Larkin Excavating operates throughout the United States. The Company owns a shop/office building located at 13575 Gilman Road, Lansing, KS valued at $453,500; a vacant land in Eisenhower Road, Leavenworth, KS with a valuation of $300,000; and a track of real property, identified by the Debtor as the rock quarry and landfill, located in Leavenworth County, KS valued at $400,000. Chapter 11 Petition Date: May 17, 2017 Court: United States Bankruptcy Court District of Kansas (Kansas City) Judge: Hon. Dale L. Somers Debtor's Counsel: Joanne B. Stutz, Esq. EVANS & MULLINIX, P.A. 7225 Renner Road Ste 200 Shawnee, KS 66217 Tel: (913) 962-8700 Email: jstutz@emlawkc.com Total Assets: $3.46 million Total Liabilities: $6.38 million The petition was signed by John Larkin, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/ksb17-20890.pdf LAURITSEN FIREWOOD: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Lauritsen Firewood & Rental, Inc. 2606 250th Ave. Cushing, WI 54006 Case No.: 17-11785 Business Description: Lauritsen Firewood & Rental, located in Cushing, is a firewood delivery company. It provides wood heating, firewood chopping, and flat roofing. Chapter 11 Petition Date: May 17, 2017 Court: United States Bankruptcy Court Western District of Wisconsin (Eau Claire) Judge: Hon. Catherine J. Furay Debtor's Counsel: Joshua D. Christianson, Esq. FREUND LAW OFFICE 920 South Farwell St. P.O. Box 222 Eau Claire, WI 54702-0222 Tel: 715-832-5151 Fax: 888-979-8101 E-mail: freundlaw@fastmail.fm Total Assets: $6.67 million Total Liabilities: $3.47 million The petition was signed by Derek Lauritsen, president. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/wiwb17-11785.pdf LB VENTURES: Has Authorization to Continue Using Cash Collateral ---------------------------------------------------------------- Judge Joan N. Feeney of the U.S. Bankruptcy Court for the District of Massachusetts authorized LB Ventures, LLC, to continue using cash collateral on the same conditions previously ordered pending further order of the Court. A full-text copy of the Order, dated May 16, 2017, is available at https://is.gd/9cn3yV 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. LONE PINE: Asks for Court's Permission to Use Cash Collateral ------------------------------------------------------------- Lone Pine Motel LLC filed with the U.S. Bankruptcy Court for the Eastern District of California a motion to use cash collateral. A hearing on the Debtor's request is set for May 30, 2017, at 10:00 a.m. The Debtor's business is operation of a motel in South Lake Tahoe, California. This business generates room rental revenues, which are then used to pay the ordinary operating expenses, such as utilities, maintenance, insurance, taxes, management and mortgages. The property is subject to a first and second deed of trust, which include 26 provisions for assignment of rents. The Debtor proposes to pay current interest monthly on each mortgage while this case is pending, as adequate protection of each secured creditor. Headquartered in South Lake Tahoe, California, Lone Pine Motel, LLC, is a single asset real estate company organized under the laws of the State of California. The Debtor has a fee simple interest at a property in South Lake Tahoe, California valued at $1.2 million. Lone Pine is owned equally by Syed M Chowdaury and Vikashni Prasad. It is an affiliate of Monaco Motel LLC which filed for bankruptcy (Bankr. E.D. Cal. Case No. 17-21177) on Feb. 26, 2017. Lone Pine Motel LLC filed for Chapter 11 bankruptcy protection (Bankr. E.D. Cal. Case No. 17-21524) on March 8, 2017, listing $1.20 million in total assets and $1.45 million in total liabilities. Syed M. Chowdaury, managing member, signed the petition. Judge Christopher M. Klein presides over the case. Robert P. Huckaby, Esq., at Robert Huckaby, serves as the Debtor's bankruptcy counsel. MARINA BIOTECH: Incurs $1.08 Million Net Loss in First Quarter -------------------------------------------------------------- Marina Biotech, Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $1.08 million on $0 of revenue for the three months ended March 31, 2017, compared to a net loss of $114,191 on $0 of revenue for the three months ended March 31, 2016. As of March 31, 2017, Marina had $6.11 million in total assets, $2.69 million in total liabilities and $3.41 million in total stockholders' equity. At March 31, 2017, the Company had an accumulated deficit of $3,033,860 and a negative working capital of $2,297,576. The Company anticipates that it will continue to incur operating losses as it executes its plan to raise additional funds and investigate strategic and business development initiatives. In addition, the Company has had and will continue to have negative cash flows from operations. "We have previously funded our losses primarily through the sale of common and preferred stock and warrants, the sale of notes, revenue provided from our license agreements and, to a lesser extent, equipment financing facilities and secured loans. In 2016 and 2015, we funded operations with a combination of the issuance of notes and preferred stock, and license-related revenues. At March 31, 2017, we had a cash balance of $216,441. Our operating activities consume the majority of our cash resources. "There is substantial doubt about our ability to continue as a going concern, which may affect our ability to obtain future financing or engage in strategic transactions, and may require us to curtail our operations. We cannot predict, with certainty, the outcome of our actions to generate liquidity, including the availability of additional debt financing, or whether such actions would generate the expected liquidity as currently planned," the Company said in the filing. A full-text copy of the Form 10-Q is available for free at: https://is.gd/62VjoU About Marina Biotech Marina Biotech, Inc., headquartered in Bothell, Washington, is a biotechnology company focused on the discovery, development and commercialization of nucleic acid-based therapies utilizing gene silencing approaches such as RNA interference ("RNAi") and blocking messenger RNA ("mRNA") translation. The Company's goal is to improve human health through the development, either through its own efforts or those of its collaboration partners and licensees, of these nucleic acid-based therapeutics as well as the delivery technologies that together provide superior treatment options for patients. The Company has multiple proprietary technologies integrated into a broad nucleic acid-based drug discovery platform, with the capability to deliver novel nucleic acid-based therapeutics via systemic, local and oral administration to target a wide range of human diseases, based on the unique characteristics of the cells and organs involved in each disease. On June 1, 2012, the Company announced that, due to its financial condition, it had implemented a furlough of approximately 90% of its employees and ceased substantially all day-to-day operations. Since that time substantially all of the furloughed employees have been terminated. As of Sept. 30, 2012, the Company had approximately 11 remaining employees, including all of its executive officers, all of whom are either furloughed or working on reduced salary. As a result, since June 1, 2012, its internal research and development efforts have been minimal, pending receipt of adequate funding. Marina Biotech reported a net loss of $837,143 on $0 of revenue for the year ended Dec. 31, 2016, compared with a net loss of $1.11 million on $0 of revenue for the year ended Dec. 31, 2015. Squar Milner LLP, in Los Angeles, California, 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 negative cash flows from operations and has had recurring negative working capital. This raises substantial doubt about the Company's ability to continue as a going concern. MARK BENJAMIN: Julie Salvi Buying Clarendon Property for $1.1M -------------------------------------------------------------- Judge Pamela S. Hollis of the U.S. Bankruptcy Court for the Northern District of Illinois will convene a hearing on May 25, 2017 at 10:00 a.m. to consider the sale by Mark J. Benjamin and Benjamin Eye Care, LLC, of residential property located at 23 McIntosh Ave, Clarendon Hills, Illinois, to Julie Salvi Revocable Living Trust for $1,100,000; and for reduced notice. The Debtors own a 100% ownership interest in the Property. They had been marketing it prior to the commencement of the bankruptcy. The Property is secured by a mortgage in favor of Bayview Financial Loan ("BFL"). The current amount owed to BFL is approximately $1,310,565. There are additional secured parties for this property as follows: (i) Internal Revenue Service – Federal Tax Lien in the amount of $86,764; and (ii) Inland Bank – 2nd Mortgage in the amount of $298,000. The Debtors have recently received an offer to purchase the Property for $1,100,000. The proposed closing date is May 25, 2017. The salient terms of the Contract are: a. Buyer: Julie Salvi Revocable Living Trust b. Seller: Stephanie and Mark Benjamin c. Property: 23 McIntosh Ave, Clarendon Hills, Illinois d. Purchase Price: $1,100,000 e. Deposit: $50,000 f. Terms: "As Is" condition as of date of offer A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Mark_Benjamin_73_Sales.pdf The Debtors propose to distribute the proceeds as follows: Purchase Price $1,100,000 Realtor Commissions ($60,500) Taxes & Closing Costs ($76,825) Bayview ($875,911) The results of the sale will net proceeds to the estate after costs of sale of $0. The Debtors ask that the Court shortens the notice of the Motion so that notice is deemed adequate under the circumstances. The Debtors ask the entry of an Order authorizing them to sell the Property and granting such other and further relief as it deems just and proper. The Purchaser can be reached at: JULIE SALVI REVOCABLE LIVING TRUST 79 Norfolk Ave. Clarendon Hills, IL 60514 E-mail: jsalvi1@comcast.net Mark J. Benjamin sought Chapter 11 protection (Bankr. N.D. Ill. Case No. 16-33918) on Oct. 24, 2016. The Debtor tapped Brian K. Wright, Esq., at Brian Wright & Associates, P.C., as counsel. MARSH SUPERMARKETS: Taps Prime Clerk as Claims Agent ---------------------------------------------------- Marsh Supermarkets Holding, LLC seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Prime Clerk LLC as its claims and noticing agent. The firm will oversee the distribution of notices and the processing of claims filed in the Chapter 11 cases of Marsh Supermarkets and its affiliates. The hourly rates charged by the firm are: Analyst $30 - $50 Technology Consultant $35 - $95 Consultant/Senior Consultant $65 - $165 Director $175 - $195 Chief Operating Officer/Executive VP No charge Solicitation Consultant $190 Director of Solicitation $210 Prior to their bankruptcy filing, the Debtors provided Prime Clerk a retainer in the amount of $20,000. Michael Frishberg, co-president and chief operating officer of Prime Clerk, disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Prime Clerk can be reached through: Michael J. Frishberg Prime Clerk LLC 830 Third Avenue, 9th Floor New York, NY 10022 Phone: (212) 257-5450 About Marsh Supermarkets Headquartered in Indianapolis, Indiana, Marsh Supermarkets -- http://www.marsh.net-- is an independent grocery retailer with the substantial majority of their stores operating under the Marsh Supermarkets banner, and a handful of stores operate as O'Malia Food Markets. The stores are primarily operated through debtors Marsh Supermarkets Company, LLC, Marsh Supermarkets, LLC and O'Malia Food Markets, LLC. Marsh Supermarkets was publicly traded until May 2006, when it was acquired by affiliates of Sun Capital Partners IV, LP and certain independent investors. Marsh Supermarkets Holding, LLC, and its affiliates filed Chapter 11 petitions (Bankr. D. Del. Case Nos. 17-11066 through 17-11081) on May 11, 2017. The petitions were signed by Lee A. Diercks of Clear Thinking Group LLC, chief restructuring officer. Judge Brendan Linehan Shannon presides over the cases. At the time of filing, Marsh Supermarkets Holding estimated less than $50,000 in assets and $50 million to $100 million in debt. As of the Petition Date, the Debtors operate a total of 60 stores in Indiana and Ohio, and have a workforce of approximately 4,400 employees. The Debtors tapped Shane M. Reil, Esq., Robert S. Brady, Esq., Michael R. Nestor, Esq., Robert F. Poppiti, Jr., Esq., and Ashley E. Jacobs, Esq. at Young Conaway Stargatt & Taylor, LLP as counsel; Clear Thinking Group as restructuring advisors; and Peter J. Solomon Company as investment banking advisor. No official committee has been appointed and no request has been made for the appointment of a trustee or examiner. MAYA RESTAURANTS: Taps MPA's Jason Cortazzo as Insurance Adjuster ----------------------------------------------------------------- Maya Restaurants, Inc. seeks authority from the US Bankruptcy Court for the Western District of Pennsylvania to employ Jason Cortazzo of Metro Public Adjustments, Inc. as public insurance adjuster. Maya Restaurants, Inc. had a policy of insurance with United Sates Liability Insurance Group to cover its property at 623 Long Run Road, White Oak, PA 15131 against losses. On March 7, 2015, the White Oak property suffered damage as a result of thawing of snow and ice. The Debtor needs Metro Public Adjustments to represent it on a claim for damage caused by the thawing of snow and ice. The Debtor needs the expertise of Mr. Cortazzo to: (a) assist in policy interpretation; (b) claims processing assistance; (c) adjustment of the claim; (d) prepare an itemized estimated of losses; (e) assist in the valuation of items covered by the loss; (f) defend the claim; and (g) assist in any prosecution of the claim. Mr. Cortazzo is to be paid 10% of the amount paid by the insurer for the loss. Jason Cortazzo attests that he and the Firm are disinterested persons as defined in 111 U.S.C. Sec. 101(14). The Firm can be reached through: Jason Cortazzo METRO PUBLIC ADJUSTMENTS INC 3551 Bristol Pike Bensalem, PA 19020 Tel: (215) 633-8000 Fax: (215) 633-8042 About Maya Restaurants Inc. Maya Restaurants, Inc. filed a Chapter 11 bankruptcy petition (Bankr. W.D. Pa. Case No. 16-23901) on October 18, 2016, disclosing assets and liabilities of less than $1 million. The Debtor is represented by Donald R. Calaiaro, at Calaiaro Valencik. No official committee of unsecured creditors has been appointed in the case. MCGAHAN FAMILY: Court Approves Disclosure Statement --------------------------------------------------- Judge Gary Spraker of the U.S. Bankruptcy Court for the District of Alaska approved the disclosure statement explaining McGahan Family Limited Partnership's plan of reorganization. The parties and court noted several concerns regarding confirmation of the Chapter 11 Plan, and continued the confirmation hearing to May 17, 2017, to permit the debtor to address those concerns. During the hearing, the debtor indicated its intention to obtain and submit late filed ballots from creditors based upon last minute agreements reached with its creditors. After the hearing, the debtor has amended its Schedule F to add Laughing Raven Touring Co., LLC, as an unsecured creditor. The debtor has also filed it First Amended Chapter 11 Plan, though it has not provided either a redlined version of the amended plan, or a summary of changes made. Based upon the discussion during the hearing, the court presumes that the changes do not adversely affect any class of creditors so that the Amended Plan would need to be re-noticed, with certain exceptions. To the extent that any party believes that the Amended Plan must be re-noticed, the issue may be raised at the continued hearing. About McGahan Family LP McGahan Family Limited Partnership sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Alaska Case No. 16-00049) on March 4, 2016. The Debtor estimated less than $50,000 in assets $50,000 to $100,000 in liabilities. The Debtor is represented by Terry P. Draeger, Esq., at Beaty & Draeger, Ltd. The Office of the U.S. Trustee disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of McGahan Family Limited Partnership. MEMORIAL PRODUCTION: David Polk Served as Adviser in Chapter 11 --------------------------------------------------------------- Davis Polk advised an ad hoc group of holders of the senior unsecured notes of Memorial Production Partners LP (the "Partnership") in connection with the successful chapter 11 restructuring of the Partnership and certain of its subsidiaries (collectively with the Partnership, "MEMP"). On April 14, 2017, MEMP's plan of reorganization, which Davis Polk played a leading role in structuring and negotiating, was confirmed by the Bankruptcy Court for the Southern District of Texas. The confirmed Plan became effective on May 4, 2017, with MEMP's emergence from bankruptcy; the Partnership emerged as a new corporation under the name Amplify Energy Corp. Amplify Energy emerged with more than $1.3 billion of the Partnership's debt eliminated from its balance sheet and significantly enhanced financial flexibility. Upon emergence the members of the ad hoc group now own a majority of the outstanding equity of Amplify Energy. Prior to MEMP's January 16, 2017, bankruptcy filing, Davis Polk represented the ad hoc group in negotiating a Plan Support Agreement with MEMP and MEMP's revolving credit facility lenders. The Plan was ultimately confirmed following litigation, and ultimately settlement with, a significant objecting shareholder. Under the Plan, the senior unsecured noteholders will receive (i) 98% of the equity of Amplify Energy (subject to dilution by five-year 8% warrants struck at par plus accrued interest being provided to unit holders and a management incentive plan) and (ii) a pro rata share of an additional cash payment of approximately $25 million. Members of the ad hoc group include Brigade Capital Management LP, Citadel LLC, Fir Tree Partners, Trust Asset Management LLC and York Capital Management Global Advisors, LLC. Amplify Energy is engaged in the acquisition, production and development of oil and natural gas properties in the United States and is headquartered in Houston, Texas. Amplify Energy is moving forward as a corporation for U.S. federal income tax purposes. The Davis Polk insolvency and restructuring team included partner Brian M. Resnick and associates Angela M. Libby and Erik Jerrard. The corporate team included partner Kirtee Kapoor and associate Jeffrey C. Lau. The credit team included partner Lawrence E. Wieman and associate Vivian Y. Wong. The capital markets team included partner Derek Dostal. The tax team included partner Kathleen L. Ferrell. The executive compensation team included counsel Ron M. Aizen. Members of the Davis Polk team are based in the New York and Menlo Park offices. Davis Polk & Wardwell LLP is a New York limited liability partnership, and its associated entities. About Memorial Production Partners LP Memorial Production Partners LP -- http://www.memorialpp.com/-- is a publicly traded partnership engaged in the acquisition, production and development of oil and natural gas properties in the United States. MEMP's properties consist of mature, legacy oil and natural gas fields. MEMP is headquartered in Houston, Texas. Memorial Production Partners LP, Memorial Production Finance Corporation and their debtor-affiliates filed a Chapter 11 petition (Bankr. S.D. Tex. Lead Case No. 17-30262) on January 16, 2017. The cases are assigned before the Hon. Marvin Isgur. The Debtors are represented by Alfredo R. Perez, Esq., at Weil, Gotshal & Manges LLP, in Houston, Texas; and Gary T. Holtzer, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, New York. The Debtors' financial advisor is Perella Weinberg Partners LP. The Debtors' Restructuring Advisor is Alixpartners, LLP. The Debtors' claims, noticing, and solicitation agent is Rust Consulting/Omni Bankruptcy. At the time of filing, the Debtors had estimated assets of $1 billion to $10 billion and estimated debts of $1 billion to $10 billion. MICHAEL BAKER: Moody's Cuts CFR to Caa1; Outlook Stable ------------------------------------------------------- Moody's Investors Service has downgraded ratings of Michael Baker Holdings LLC, including the Corporate Family Rating (CFR) to Caa1 from B3. The B2 rating of the $450 million term loan recently assigned has been withdrawn as the loan was not issued. The rating outlook is stable. RATINGS RATIONALE The CFR of Caa1 reflects an expiring liquidity facility, upcoming debt maturities, minimal balance sheet cash, and heightened risk that MBH's Balad, Iraq base operations contract will not become definitized this year which increases the likelihood of low cash flow this year. Moody's views the liquidity profile to be weak because of these factors. Nonetheless, if the contract is definitized near-term, unbilled receivables should meaningfully decline, enabling $90 million to $100 million of free cash flow from freed up working capital. In April 2018 the $140 million asset-based revolver expires. Currently $68 million is borrowed, and Moody's expects this facility to be used. In October 2018, the $350 million 8.25% notes mature. The CFR also reflects MBH's broad qualifications for engineering, construction, and intelligence community support services, in developing regions and within the U.S. (federal, state and local). These attributes qualify MBH for large contract opportunities. The Worldwide Protective Services II contract award from the US Department of State in 2016, (a multi-award, Indefinite Delivery / Indefinite Quantity (IDIQ) vehicle under which the company must win task orders to derive revenue) was reflective of MBH's service capability breadth. The stable rating outlook incorporates continuing progress toward definitizing the Balad, Iraq base operations contract. Definitization would lessen the amount of external liquidity needed near-term to cover the 2018 debt maturities and would permit lower working capital for the balance of the project. In the first quarter of 2017, as the company's (relatively smaller) Balad construction contract was definitized, receivables materially declined, driving good operational cash flow of approximately $38 million. Backlog also rose in the quarter with scope expansion under the Balad project. The stable outlook anticipates further efficiency gains from operational integration initiatives, raising EBITDA margin by another 50 bps through 2018. Margin grew to 9.5% from 9% in 2016. MBH's cost to redeem the $350 million 8.25% notes due October 2018 will decline in October 2017 and may facilitate a debt recapitalization. Upward rating momentum could develop quickly with restoration of an adequate liquidity profile, sustained profitability and reasonably steady backlog. Downward rating pressure would follow negative contract developments, or a continuation of weak liquidity. The following rating actions were taken: Downgrades: Issuer: Michael Baker Holdings LLC -- Probability of Default Rating, Downgraded to Caa1-PD from B3- PD -- Corporate Family Rating, Downgraded to Caa1 from B3 -- Senior Unsecured Regular Bond/Debenture, Downgraded to Caa3 (LGD 6) from Caa2 (LGD 6) Issuer: Michael Baker International, LLC -- Senior Secured Regular Bond/Debenture, Downgraded to B3 (LGD 3) from B2 (LGD 3) Outlook Actions: Issuer: Michael Baker Holdings LLC -- Outlook, Changed To Stable From Positive Issuer: Michael Baker International, LLC -- Outlook, Changed To Stable From Positive Withdrawals: Issuer: Michael Baker International, LLC -- Senior Secured Bank Credit Facility, Withdrawn , previously rated B2 (LGD3) Michael Baker Holdings, LLC, through its Michael Baker International, LLC subsidiary, is a global leader in engineering, planning, consulting and professional services, offering a full continuum of engineering, consulting, base operations, security management, systems integration, intelligence operations support and analysis, and information technology solutions. Revenues for 2016 were $1.4 billion. The Company is majority-owned by DC Capital Partners, LLC. The principal methodology used in these ratings was Global Aerospace and Defense Industry published in April 2014. MILLENNIUM PARK: S&P Assigns 'B-' CCR; Outlook Stable ----------------------------------------------------- S&P Global Ratings said that it assigned its 'B-' corporate credit rating to Chicago-based marketing services provider Millennium Park Intermediate LLC. The rating outlook is stable. Millennium Park is borrowing under a new $255 million first-lien credit facility, comprising a $225 million first-lien term loan, a $30 million first-lien revolving credit facility, and a privately placed $95 million second-lien term loan (not rated) as part of its leveraged buyout by Vista Equity Partners. At the same time, S&P assigned its 'B-' issue level rating and '3' recovery rating to the company's $225 million senior secured first-lien term loan and $30 million senior secured first-lien revolver credit facility. The '3' recovery rating indicates S&P's expectation for meaningful recovery (50%-70%; rounded estimate: 60%) of principal in the event of a payment default. S&P did not rate Millennium Park's privately placed $95 million second-lien term loan, even though S&P took it into consideration in determining the corporate credit rating on the company. "Our corporate credit rating on Millennium Park reflects the company's small size, limited geographic diversity, high operating leverage, and participation in a niche segment of the competitive marketing services industry, low client concentration with high client retention rates and high leverage," said S&P Global Ratings' credit analyst Dylan Singh. The stable rating outlook reflects S&P's expectation that Millennium Park will integrate its acquisitions over the next 12 months and realize synergies such that adjusted leverage is about 8.5x-8.8x and FOCF (including one-time costs) is about negative $8 million to negative $10 million in 2017. The outlook also reflects S&P's expectation that the company would continue to grow its business and generate FOCF to debt of about 3%-4% in 2018. S&P could lower the corporate credit rating if operating performance deteriorates such that it expects FOCF to decline below S&P's expectations or if the company faces liquidity challenges. This could occur if the company is unable to grow its business, successfully integrate acquired companies, or realize expected cost synergies. In such a scenario, S&P would view the capital structure as unsustainable. S&P views an upgrade as less likely over the next 12 months, given the company's small scale of operations and high leverage. S&P could raise the rating if the company is able to increase the scale of its business and moderate its leverage. MONACO MOTEL: Asks For Court's Authorization to Use Cash Collateral ------------------------------------------------------------------- Monaco Motel LLC seeks permission from the U.S. Bankruptcy Court for the Eastern District of California to use cash collateral. A hearing on the Debtor's request is set for May 30, 2017, at 10:00 a.m. The Debtor's business is operation of a motel in South Lake Tahoe, California. This business generates room rental revenues, which are then used to pay the ordinary operating expenses, such as utilities, maintenance, insurance, taxes, management and mortgages. The property is subject to a first and second deed of trust, which include provisions for assignment of rents. The Debtor proposes to pay current interest monthly on each mortgage while this case is pending, as adequate protection of each secured creditor. Headquartered in South Lake Tahoe, California, Monaco Motel LLC filed for Chapter 11 bankruptcy protection (Bankr. E.D. Calif. Case No. 17-21177) on Feb. 26, 2017, listing $811,095 in total assets and $2.02 million in total liabilities. The petition was signed by Syed Chowdaury, managing member. Judge Michael S. McManus presides over the case. Robert P. Huckaby, Esq., at Robert Huckaby serves as the Debtor's bankruptcy counsel. MONROE HEIGHTS: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------- The Office of the U.S. Trustee on May 15 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Monroe Heights Development Corporation, Inc. Monroe Heights is represented by: Donald R. Calaiaro, Esq. Calaiaro Valencik 428 Forbes Ave., Suite 900 Pittsburgh, PA 15219 Tel: 412-232-0930 Fax: 412-232-3858 Email: dcalaiaro@c-vlaw.com About Monroe Heights Development Based in Clarion, Pennsylvania, Monroe Heights Development Corporation, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 17-10176) on February 22, 2017. The petition was signed by John Habjan, shareholder. The case is assigned to Judge Thomas P. Agresti. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. MOUNTAIN WEST: Deutsche Bank Seeks to Prohibit Cash Collateral Use ------------------------------------------------------------------ Secured Creditor, Deutsche Bank Trust Company Americas, as Trustee for the Registered Holders of UBS Commercial Mortgage Trust 2012-C1, Commercial Mortgage Pass-Through Certificates, Series 2012-C1, requests the U.S. Bankruptcy Court for the Middle District of Florida to prohibit Mountain West Hospitality, LLC from using cash collateral, and for adequate protection. Deutsche Bank relates that the Debtor owes it in the approximate outstanding balance of $17,678,463 in principal, $84,636 in interest, and $8,249 in late charges under the Loan Documents, as of May 6, 2017. Accordingly, Deutsche Bank asserts a validly perfected security interests in, among other things, the Debtor's rents, leases, room revenues, and accounts receivables associated with two hotel properties, securing the Debtor's indebtedness. Deutsche Bank recognizes that the Debtor owns and continues to operate two hotel properties in West Virginia, and as such, the Debtor will need to pay certain reasonable and necessary operating expenses in connection with the operation of the Property. In addition, Deutsche Bank recognizes the Debtor's main source of income from the hotel properties is the revenue from the use of its hotel rooms, which constitute Deutsche Bank's cash collateral. However, Deutsche Bank does not consent to the Debtor's unfettered use of the collateral, and now asks the Court to prohibit the Debtor's use of cash collateral unless Deutsche Bank has reviewed and approved the necessity and reasonableness of such operating expenses prior to such expenses being paid pursuant to an approved budget. Deutsche Bank also asks the Court to direct the Debtor to account for all revenues constituting cash collateral. Furthermore, in the event that the Court permits the Debtor to use cash collateral pursuant to an approved cash collateral budget, Deutsche Bank demands adequate protection in the form of: (a) access to the hotel properties during regular business hours for inspection of Deutsche Bank's collateral; (b) cooperation and access to information, books, and records as may be necessary for Deutsche Bank and its agents to prepare an appraisal or as is otherwise reasonably requested by Deutsche Bank; (c) a replacement lien on and in all property owned, acquired or generated post-petition by Debtor's continued operations of the hotels, to the same extent and priority and of the same kind and nature as Deutsche Bank had prior to the filing of this bankruptcy case; and (d) periodic cash payments to ensure that Deutsche Bank's collateral position is not adversely affected by the case. Deutsche Bank Trust Company Americas is represented by: Mindy A. Mora, Esq. Jeffrey I. Snyder, Esq. BILZIN SUMBERG BAENA PRICE & AXELROD LLP 1450 Brickell Avenue, Suite 2300 Miami, Florida 33131-3456 Telephone: 305-374-7580 Facsimile: 305-374-7593 E-mail: mmora@bilzin.com jsnyder@bilzin.com About Mountain West Hospitality West Hospitality, LLC, a/k/a Hampton Inn Elkins, a/ka Hilton Garden Inn Clarksburg, owns hotels in Randolph County and Harrison County, West Virginia. West Hospitality filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 17-04118) on May 12, 2017. The Petition was signed by William A. Abruzzino, managing member. The Debtor is represented by Michael R Dal Lago, Esq. at Dal Lago Law. At the time of filing, the Debtor had estimated both assets and liabilities to range between $10 million to $50 million. MPM HOLDINGS: Posts $30 Million Net Loss for Q1 2017 ---------------------------------------------------- MPM Holdings Inc. has unveiled the Company's financial results for the first quarter ended March 31, 2017. The Company posted a net loss of $30 million for the three months ended March 31, 2017, compared to a net loss of $18 million for the same period in 2016. Net sales for the three months ended March 31, 2017 were $544 million, an increase of 1% compared with $536 million in the prior-year period. The increase in net sales reflected improved product mix in specialty silicone products and higher quartz business sales partially offset by lower volumes of siloxane derivative products. Segment EBITDA for the three months ended March 31, 2017 was $69 million, an increase of 68% compared with $41 million in the prior year period. The increase in Segment EBITDA was driven primarily by improved demand in automotive, consumer products and electronics markets, production efficiencies, and raw material deflation in the silicones segment. In addition, the quartz business segment improved by $6 million due to cost controls and substantially improved manufacturing efficiencies as the Company experienced certain production disruptions in the prior year period that did not reoccur. At March 31, 2017, Momentive had net debt, which is total debt less cash and cash equivalents, of approximately $1.0 billion. In addition, at March 31, 2017, Momentive had approximately $378 million in liquidity, including $163 million of unrestricted cash and cash equivalents, and $215 million of availability under its senior secured asset-based revolving loan facility. Momentive expects to have adequate liquidity to fund its operations for the foreseeable future from cash on its balance sheet, cash flows provided by operating activities and amounts available for borrowings under the ABL Facility. At March 31, 2017, Momentive had $2.607 billion in total assets against $2.121 billion in total liabilties and $486 million in total equity. "We are pleased to report strong first quarter 2017 EBITDA improvement reflecting our improved product mix, strategic growth investments and our diversified specialty portfolio," said Jack Boss, Chief Executive Officer and President. "Our multi-year transformation initiatives drove year-over-year specialty volume gains of 9% in the first quarter 2017." Mr. Boss added: "Our acquisition of the operating assets of Sea Lion Technology and our NXT* capacity expansion underway at Leverkusen, Germany reinforces our strategy to expand our NXT silane availability to serve our global automotive customers. In addition, we recently opened a new research and development center dedicated to developing next generation silane technology, which demonstrates our ongoing commitment to global new product development and follows recent investments throughout our R&D network. As we mentioned in the fourth quarter of 2016, we ceased siloxane production at our Leverkusen facility and have commenced sourcing related intermediates under long-term third-party contracts and from other Momentive global sites. We expect this initiative will provide approximately $10 million of run-rate savings. Going forward, we remain focused on investing in growth, transforming our manufacturing footprint and leveraging cost savings from our global restructuring programs." Momentive said its global restructuring programs and siloxane production transformation are expected to generate approximately $45 million in annual savings. During the first quarter, Momentive identified approximately $3 million of incremental savings under this program, which increased its size to $48 million. Cumulatively through March 31, 2017, Momentive achieved $33 million of savings under this program. A copy of the Company's earnings release is available at https://is.gd/9PEpNl A copy o fthe Company's Form 10-Q report is available at https://is.gd/C9hQ6L About Momentive Performance Momentive is a producer of silicones and silicone derivatives. Momentive has a 70-year history, with its origins as the Advanced Materials business of General Electric Company. In 2006, investment funds affiliated with Apollo Global Management, LLC, acquired the company from GE. Momentive Performance Materials Inc., Momentive Performance Materials Holdings Inc., and their affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 14-22503) on April 14, 2014, with a deal with noteholders on a balance-sheet restructuring. As of Dec. 31, 2013, the Debtors had $4.11 billion of outstanding indebtedness, including payments due within the next 12 months and short-term borrowings. The Debtors said that the restructuring will eliminate $3 billion in debt. The Debtors tapped Willkie Farr & Gallagher LLP as bankruptcy counsel with regard to the filing and prosecution of these chapter 11 cases; Sidley Austin LLP as special litigation counsel; Moelis & Company LLC as financial advisor and investment banker; AlixPartners, LLP as restructuring advisor; PricewaterhouseCoopers as auditor; and Crowe Horwath LLP as benefit plan auditor. Kurtzman Carson Consultants LLC served as notice and claims agent. The Official Committee of Unsecured Creditors tapped Klee, Tuchin, Bogdanoff & Stern LLP as its counsel; FTI Consulting, Inc., as its financial advisor; and Rust Consulting Omni Bankruptcy serves as its information agent. Wilmington Trust, National Association, the Trustee for the Momentive Performance Materials Inc. 10% Senior Secured Notes due 2020 -- 1.5 Lien Notes -- under the Indenture, dated as of May 25, 2012, by and between Momentive Performance, and The Bank of New York Mellon Trust Company, National Association, was represented by Mark R. Somerstein, Esq., Mark I. Bane, Esq., and Stephen Moeller-Sally, Esq., at Ropes & Gray LLP. U.S. Bank National Association -- as successor Indenture Trustee under the indenture dated as of Dec. 4, 2006, among Momentive Performance, the Guarantors named in the Indenture, and Wells Fargo Bank, N.A. as initial trustee, governing the 11.5% Senior Subordinated Notes due 2016 -- was represented in the case by Susheel Kirpalani, Esq., Benjamin I. Finestone, Esq., David L. Elsberg, Esq., Robert Loigman, Esq., K. John Shaffer, Esq., and Matthew R. Scheck, Esq., at Quinn Emanuel Urquhart & Sullivan, LLP; and Clark Whitmore, Esq., and Ana Chilingarishvili, Esq., at Maslon Edelman Borman & Brand, LLP. BOKF, NA -- as successor First Lien Trustee to The Bank of New York Mellon Trust Company, N.A., as trustee under an indenture dated as of Oct. 25, 2012, for the 8.875% First-Priority Senior Secured Notes due 2020 issued by Momentive Performance and guaranteed by certain of the debtors -- was represented by Michael J. Sage, Esq., Brian E. Greer, Esq., and Mauricio A. Espana, Esq., at Dechert LLP. Counsel to Apollo Global Management, LLC and certain of its affiliated funds were Ira S. Dizengoff, Esq., Philip C. Dublin, Esq., Abid Qureshi, Esq., Deborah J. Newman, Esq., and Ashleigh L. Blaylock, Esq., at Akin Gump Strauss Hauer & Feld LLP. Attorneys for Ad Hoc Committee of Second Lien Noteholders were Dennis F. Dunne, Esq., Michael Hirschfeld, Esq., and Samuel A. Khalil, Esq., at Milbank, Tweed, Hadley & McCloy LLP. The Court entered an order confirming the Plan on Sept. 11, 2014. The Debtors' Chapter 11 plan of reorganization became effective as of Oct. 24, 2014. MPM Holdings Inc. trades under the symbol OTCQX: MPMQ. * * * Momentive continues to carry Moody's Investors Service's "Caa1" and S&P's "B" corporate ratings. In late January 2016, Moody's downgraded Momentive Performance's corporate family rating (CFR) to Caa1 from B3. NAPOLEON ART: Taps Robinson Brog as Legal Counsel ------------------------------------------------- Napoleon Art & Productions Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire Robinson Brog Leinwand Greene Genovese & Gluck P.C. to, among other things, give legal advice regarding its duties under the Bankruptcy Code, negotiate with creditors, and assist in the preparation of a bankruptcy plan. The hourly rates charged by the firm range from $450 to $675 for shareholders, $365 to $465 for associates, and $175 to $300 for paralegals. In connection with the filing of the case, Robinson Brog received a payment of $21,717, of which $1,717 was paid by the Debtor while $20,000 was paid by its president Marty Napoleon. A. Mitchell Greene, Esq., disclosed in a court filing that the firm, its partners and associates are "disinterested persons" as defined in section 101(14) of the Bankruptcy Code. Robinson Brog can be reached through: A. Mitchell Greene, Esq. Robinson Brog Leinwand Greene Genovese & Gluck P.C. 875 Third Avenue New York, NY 10022 Tel: (212) 603-6300 Fax: (212) 956-2164 Email: amg@robinsonbrog.com About Napoleon Art & Productions Based in New York, Napoleon Art & Productions Inc. operates a production company that makes commercials and handles all aspects of production. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 17-10990) on April 11, 2017. The petition was signed by Marty Napoleon, president. At the time of the filing, the Debtor estimated its assets and debts at $1 million to $10 million. The case is assigned to Judge Martin Glenn. No committee, trustee or examiner has been appointed in the Debtor's case. NEIMAN MARCUS: Bank Debt Trades at 20% Off ------------------------------------------ Participations in a syndicated loan under Neiman Marcus Group Inc is a borrower traded in the secondary market at 79.65 cents-on-the-dollar during the week ended Friday, May 5, 2017, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 0.21 percentage points from the previous week. Neiman Marcus pays 300 basis points above LIBOR to borrow under the $2.9 billion facility. The bank loan matures on Oct. 16, 2020 and carries Moody's Caa1 rating and Standard & Poor's CCC+ rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended May 5. NORTH PHILADELPHIA: Has Difficulty Hiring New Workers, PCO Says --------------------------------------------------------------- David N. Crapo, the appointed Patient Care Ombudsman for North Philadelphia Health System (NPHS), has filed a Second Report on May 12, 2017, regarding the current performance of the Debtor. The PCO reported that the existing structures and policies and procedures of the Debtor reveal a mental and behavioral health facility that continue to provide the same level of patient care and safety that it historically provides since before the Debtor's December 30, 2016 bankruptcy filing. The PCO added that the level of patient care and safety are adequate and stable. Based on the Report, the Debtor's minutes of its various committee meetings reflect that the Debtor is generally on top of the patient care and safety issues. The Debtor also enjoys the benefit of a loyal and competent workforce who see their primary focus as the care and safety of their patients. The PCO noted that the loyalty and competence of the workforce should serve as an additional break of the Debtor against a sudden decline in the quality of patient care and safety, as well as an expeditious source of notice of any problems. The Report also noted that the Debtor is facing increased employee attrition, as well as increased difficulty in recruiting new employees. The PCO noted that the situation at the Debtor is, therefore, very fragile. The PCO added that the Debtor's finances are tight. The PCO does not recommend any remedial action or external intervention at the moment regarding the additional monitoring of clinical or administrative matters at the Debtor. A full-text copy of the PCO Report is available for free at: http://bankrupt.com/misc/paeb16-18931-376.pdf About North Philadelphia Health System North Philadelphia Health System, a Pennsylvania non-profit, non-stock, non-member corporation, operates the Girard Medical Center, a state-licensed 65-person private psychiatric hospital, and the Goldman Clinic, a medically assisted treatment center located Philadelphia, Pennsylvania. North Philadelphia Health System sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 16-18931) on December 30, 2016. The petition was signed by George Walmsley III, president & CEO. The case is assigned to Judge Magdeline D. Coleman. At the time of the filing, the Debtor estimated its assets and liabilities at $10 million to $50 million. The Debtor have hired Dilworth Paxson LLP as counsel and Buzby & Kutzler, Attorneys at Law as special counsel. The Office of the U.S. Trustee has appointed four creditors of North Philadelphia Health System to serve on the the official committee of unsecured creditors. NYLC LLC: Retention of Acker to Auction Wine Inventory Approved --------------------------------------------------------------- Judge of the U.S. Bankruptcy Court for the Southern District of New York authorized NYLC, LLC, doing business as a Le Cirque, to (i) retain Acker Auction, Inc. as auctioneer and (ii) sell its excess wine inventory. The Debtor is authorized to enter into the Consignment Agreement and employ Acker as its auctioneer with no adverse interest, to market, assist and consummate the sales of its excess wine inventory. The sale of excess wine inventory will not take place on the premises located at 731 Lexington Ave., New York, New York. Any unsold wine at the June 21, 2017 live auction and July 1, 2017 online auction ("Auction") will be returned to the Debtor's possession, and notwithstanding sections 5 and 13 of the Consignment Agreement, should the Debtor wish to sell unsold and/or additional wine, the Debtor will submit a notice of presentment of an order on not less than seven days' notice, which notice will include a schedule of wine to be sold and the reserve price for each bottle. Promptly following the Debtor's receipt of the proceeds from the Auction pursuant to the Consignment Agreement, the Debtor will remit the proceeds of the Auction to its creditors that have valid postpetition obligations that are due and owing, including, but not limited to, 731 Commercial LLC, the Debtor's landlord, who as of the date of the Order, the Debtor acknowledges has valid and allowed postpetition obligations that are due and owing in an amount in excess of $135,572, and to the extent there are any remaining proceeds following such remittance, such proceeds will be segregated and held by the Debtor to be used exclusively for payment of the Debtor's ongoing postpetition obligations, or any other claims by order of the Court. Any insiders of the Debtor will not purchase any wine, benefit from, or otherwise participate in any manner, including through any agents or representatives, in any auction to be conducted with respect to the wine owned by the Debtor. Prior to the Debtor withdrawing or removing any wine from the Auction, the Debtor will notify counsel for 731 Commercial and the Office of the United States Trustee describing the wine withdrawn or removed. A copy of the excess wine inventory attached to the Motion is available for free at: http://bankrupt.com/misc/NYLC_LLC_34_Sales.pdf About NYLC NYLC, LLC, sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 17-10722) on March 24, 2017. The Debtor estimated assets in the range of $100,001 to $500,000 and $501,000 to $1 million in debt. The Debtor tapped Arnold Mitchell Greene, Esq., at Robinson Brog Leinwand Greene as counsel. The petition was signed by Marco Maccioni, managing member. OASIS PETROLEUM: Egan-Jones Hikes Commercial Paper Ratings to B --------------------------------------------------------------- Egan-Jones Ratings, on April 26, 2017, raised the local currency and foreign currency ratings on commercial paper issued by Oasis Petroleum Inc. to B from C. Oasis Petroleum Inc., headquartered in Houston, Texas, is an independent E&P company with operations focused on Williston Basin in North Dakota and Montana. OCONEE REGIONAL: Authorized to Pay Prepetition Patient Refunds -------------------------------------------------------------- U.S. Bankruptcy Judge Austin E. Carter for the Middle District of Georgia authorized Oconee Regional Health Systems, Inc. and its Debtor-affiliates to pay and continue paying pre-petition refunds to patients in the ordinary course of business. However, the Debtors are required to provide first written notice to the counsel of the Bond Trustee and any official committee appointed in these cases, in the event that the Debtors seek to issue a refund of more than $1,000 to any one patient, or a series of refunds that collectively exceed $1,000 to any one patient. The Debtors are authorized to continue paying refunds to patients, including where: (a) a Patient pays upon receipt of services and the Debtors are later reimbursed by such patient's insurance provider; (b) a Patient overpays a deductible or co-payment; (c) a Patient receives financial assistance for services but has already paid for a portion of the services received; or (d) any other circumstances that may arise in which the Debtors have customarily made a refund to a patient. The Debtors are also allowed to reimburse a patient that has suffered any actual monetary penalty or charge due to the inadvertent dishonor of any check of the Debtors on account of any refund. In addition, the Debtors' banks and financial institutions are authorized to honor and pay any checks issued, and to make other transfers, in respect of the refunds. A full-text copy of the Order, dated May 16, 2017, is available at https://is.gd/a2vqpc About Oconee Regional Oconee Regional Medical Center (ORMC) is located in Milledgeville near the geographic center of Georgia, providing advanced healthcare technologies to the 90,000 residents living in the seven surrounding counties. The hospital offers a wide range of medical services -- from specialized treatment centers for cancer and wound care -- to advanced imaging technologies that include digital mammography and high-speed CT scanning. In addition to its 24/7 Emergency Department, the hospital also offers a number of outpatient treatment programs, same-day surgery, health education programs, and a state-of-the-art laboratory for diagnostic testing. For inpatient treatment, the hospital is licensed for 140 acute care beds and for 15 beds in its Skilled Nursing Unit, which serves patients requiring extended care. ORMC's roots date back to March 1957, when it opened as Baldwin County Hospital. In the 1990s, the hospital's name was officially changed to Oconee Regional Medical Center and Oconee Regional Health Systems, Inc. was formed as a non-profit 501(c)(3) organization to serve as a holding company to operate the hospital. Today, the system also encompasses a number of other healthcare subsidiaries, including Jasper Health Services which operates Jasper Memorial Hospital and The Retreat Nursing Home, both located in Monticello, Georgia. Web site: http://www.oconeeregional.com/ Oconee Regional Health Systems, Inc. and its affiliates: Oconee Regional Medical Center, Inc.; Oconee Regional Health Services, Inc.; Oconee Regional Emergency Medical Services, Inc.; Oconee Regional Health Ventures, Inc. d/b/a Oconee; Oconee Internal Medicine, LLC; and Oconee Orthopedics, LLC filed separate Chapter 11 petitions (Bankr. M.D. Ga. Case Nos. 17-51005 through 17-51011), on May 10, 2017, disclosing assets of less than $50,000 and liabilities ranging from $10 million to $50 million. ORHV Sandersville Family Practice, LLC and Oconee Regional Senior Living, Inc. also filed their respective Chapter 11 petitions (Bankr. M.D. Ga. Case Nos. 17-51012 and 17-51013, respectively) on May 11, 2017, disclosing assets of less than $50,000 and liabilities ranging from $100,000 to $500,000. The petitions were signed by Steven M. Johnson, interim chief executive officer. The Debtor are represented by Mark I. Duedall, Esq. and Leah Fiorenza McNeill, Esq. at Bryan Cave LLP in its bankruptcy case; and by James-Bates-Brannan-Groover-LLP as its special counsel. Houlihan Lokey is the Debtors' investment banker; and Grant Thornton as its financial advisor. OIL PATCH TRANSPORTATION: Wants Approval to Use Cash Collateral --------------------------------------------------------------- Oil Patch Transportation Inc. seeks authorization from the U.S. Bankruptcy Court for the Southern District of Texas to use cash collateral on an emergency basis to prevent irreparable harm to its bankruptcy estate. The Debtor contends that it must use cash collateral in order operate its business and make purchases, otherwise, if it is not allowed immediate use of cash, the estate will be irreparably harmed. The proposed Budget shows the Debtor's uses of the cash collateral, in the aggregate sum of $92,506, through May 31, 2017. Such cash use includes the purchase fuel on a COD, utilities, repairs, maintenance, office expenses, payroll and paying owner operators. The Debtor proposes to grant all lenders, with a security interest in the cash to be used, replacement liens to the extent of their priority, validity and extent as of the Petition Date. The Debtor believes that only these secured creditors have perfected claims on the Debtor's assets: (a) Advantage Group, claims interest in all personal property; (b) Classic Bank, claims interest in specified rolling stock; (c) Rapid Capital Finance LLC, claims interest in all personal property and asserts an ownership in certain receivables; (d) Forward Financing; asserts an ownership in certain receivables; (e) Gulf Coast Bank and Trust Company, claims interest in all personal property and asserts an ownership in certain receivables; (f) Signature Business Leasing, claims interest in specified rolling stock; (g) Stearns Bank, claims interest in specified rolling stock; (h) Sun Trust Equipment, claims interest in specified rolling stock; and (i) Wells Fargo, claims interest in specified rolling stock. A full-text copy of the Debtor's Motion, dated May 16, 2017, is available at https://is.gd/quzY9u A copy of the Debtor's Budget is available at https://is.gd/S7PHlE About Oil Patch Transportation Oil Patch Transportation is a small business debtor as defined in 11 U.S.C. Section 101(51D). It was founded in 2006 and is engaged in the business of arranging transportation of freight and cargo. The Debtor serves the oil and gas industry in Brazoria County, Texas and the surrounding counties. The Debtor operates on a fiscal year of July through June. Gross income for fiscal year 2015 was $9,609,160, and for 2016, it was $4,998,418. Oil Patch Transportation, Inc. filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 17-80152), on May 16, 2017. Robert Smith, president, signed the petition. At the time of filing, the Debtor had $2.87 million in total assets and $2.48 million in total liabilities. The case is assigned to Judge Marvin Isgur. The Debtor is represented by Alan Sanford Gerger, Esq. at the Gerger Law Firm, PLLC. OL FRESH LLC: Has Interim OK to Continue Cash Use Through July 12 ----------------------------------------------------------------- Judge Joan N. Feeney of the U.S. Bankruptcy Court for the District of Massachusetts, upon the filing of an Assented Motion of OL Fresh, LLC and Peoples United Bank, extended and amended the existing Cash Collateral Order, allowing the Debtor to use cash collateral for an additional 60 days from May 16, 2017 through July 16, 2017. The Court has previously granted the Debtor use of cash collateral through May 16, 2017, however, the Debtor requires the continued use of cash collateral in order to continue its operations during the course of these proceedings. Peoples United Bank is granted a replacement lien in and to all property of the kind presently securing the Debtor's obligations to Peoples United Bank, but only to the extent of the validity, perfection, priority, sufficiency and enforceability of Peoples United Bank's pre-petition security interests and not more than any post-petition diminution of the value of Peoples United Bank's interests in such property. As additional protection of Peoples United Bank's interest in its collateral, the Debtor will pay Peoples United Bank the amount of $1,255 each month. However, Peoples United Bank will not apply the payment to interest or principal, pending further Order of the Court. In addition, the Debtor is directed, among other things, to: (a) continue to insure all its assets and to name Peoples United Bank as loss payee consistent with any pre-petition practice; (b) not to diminish the position of Peoples United Bank; (c) maintain all assets consistent with its pre-petition practice; (d) supply Peoples United Bank with all of the operating statements filed with the U.S. Trustee and such other financial information as reasonably requested by Peoples United Bank; and (e) submit a monthly budget projection demonstrating how the cash collateral will be utilized and a comparison of the previously submitted budget to the Debtor's actual use of cash collateral through July 15, 2017, prior to the hearing. A continued hearing on the Debtor's use of cash collateral will be held on July 12, 2017 at 10:30 a.m. A full-text copy of the Order, dated May 16, 2017, is available at https://is.gd/PAgfTB About OL Fresh, LLC OL Fresh, LLC, filed a Chapter 11 petition (Bankr. D. Mass. Case No. 17-10994) on March 23, 2017. The petition was signed by James W. Amatucci, Managing Member. At the time of filing, the Debtor had $30,400 in total assets and $298,003 in total liabilities. The Debtor is represented by Timothy M. Mauser, Esq. The case is assigned to Judge Joan N. Feeney. OLIVE BRANCH: First Amended Disclosure Statement Filed ------------------------------------------------------ Olive Branch Real Estate Development LLC filed with the U.S. Bankruptcy Court in New Hampshire its latest disclosure statement, which explains its proposed Chapter 11 plan of reorganization. In its latest disclosure statement, Olive Branch provided further explanations how unsecured creditors would be adversely affected if the company were to undergo Chapter 7 liquidation. According to the company, funds in the amount of $57,274.54 generated from the sale of the company's real estate in Plymouth, New Hampshire, would be depleted by a liquidation and reduce any dividend to unsecured below the 100% anticipated by the plan. With confirmation of the plan, unsecured creditors would receive their dividend payment of 100% of their claim, plus interest within 30 days of confirmation. Through a Chapter 7 liquidation, although creditors would receive a 100% dividend payment with the cash on hand, they would not receive interest on their claim and their dividend payment in full within 30 days of conversion, Olive Branch said in latest disclosure statement. A copy of the first amended disclosure statement is available for free at https://is.gd/mZW2D0 About Olive Branch Real Estate Development Olive Branch Real Estate Development, LLC, is a real estate development company with a principal address of 832 Route 3, Unit #1, Holderness, New Hampshire. It is owned and operated by Gerard M. Healey. The business has been in operation since 2011. The Debtor filed a Chapter 11 petition (Bankr. D.N.H. Case No. 16-11444) on Oct. 13, 2016. The petition was signed by Gerard M. Healey, managing member. At the time of filing, the Debtor estimated assets of less than $50,000 and estimated liabilities of less than $500,000. The Debtor is represented by S. William Dahar II, Esq., at Victor W. Dahar, P.A. On March 30, 2017, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization. OMNICOMM SYSTEMS: Posts $74,000 Net Income for First Quarter ------------------------------------------------------------ OmniComm Systems, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income of $73,974 on $5.73 million of total revenues for the three months ended March 31, 2017, compared to a net loss of $876,960 on $5.15 million of total revenues for the three months ended March 31, 2016. As of March 31, 2017, Ominicomm had $7.08 million in total assets, $28.05 million in total liabilities and a total shareholders' deficit of $20.96 million. On March 18, 2013, the Company entered into a $2,000,000 revolving Line of Credit with The Northern Trust Company guaranteed by the Company's Chief Executive Officer and Director, Cornelis F. Wit. Mr. Wit receives 2.0% interest (approximately $9,500 per month) from the Company on the assets pledged for the Line of Credit. On Dec. 18, 2013, the Company renewed the Line of Credit and increased the available balance to $4,000,000. On Feb. 3, 2015, the Company renewed the Line of Credit and increased the available balance to $5,000,000. On April 7, 2017, the Company renewed the Line of Credit. The Line of Credit currently matures on April 7, 2020, and carries a variable interest rate based on the prime rate. At March 31, 2017, $2,700,000 was outstanding on the Line of Credit at an interest rate of 3.0%. "Our primary sources of working capital are funds from operations and borrowings under our revolving Line of Credit. In the event that the Line of Credit is called for any reason, Mr. Wit has pledged to replace the borrowing capacity under the Line of Credit with a promissory note that utilizes the same maturity date and interest rate as the Line of Credit. "To satisfy our capital requirements, we may seek additional financing. There can be no assurance that any such funding will be available to us on favorable terms or at all. If adequate funds are not available when needed, we may be required to delay, scale back or eliminate some or all of our research and product development and marketing programs. If we are successful in obtaining additional financings, the terms of such financings may have the effect of diluting or adversely affecting the holdings or the rights of the holders of our securities or result in increased interest expense in future periods." A full-text copy of the Form 10-Q is available for free at: https://is.gd/8JGHex About OmniComm Systems Ft. Lauderdale, Fla.-based OmniComm Systems, Inc. -- http://www.omnicomm.com/-- is a healthcare technology company that provides Web-based electronic data capture ("EDC") solutions and related value-added services to pharmaceutical and biotech companies, clinical research organizations, and other clinical trial sponsors principally located in the United States and Europe. OmniComm reported net income of $101,880 on $25.41 million of total revenues for the year ended Dec. 31, 2016, compared with net income of $2.58 million on $20.71 million of total revenues for the year ended Dec. 31, 2015. ON CALL FLAGGING: Strongstown's Wants Court to Terminate Cash Use ----------------------------------------------------------------- Strongstown's B&K Enterprises, Inc., asks the U.S. Bankruptcy Court for the Western District of Pennsylvania to terminate On Call Flagging, Inc.'s usage of cash collateral. SBK says that from inception, this case had little, if any, going-concern business purpose. The Debtor's business is essentially shuttered and all hard assets were sold at an auction in March 2017. The remaining assets consist of the Debtor's accounts receivable. At the hearing on the Debtor's motion to reconsider dismissal of the bankruptcy case, Debtor's counsel told the Court that the President of the Debtor, Kathleen Jennings, was the person best situated to recover the Debtor's accounts receivable and that she was at the Debtor's office daily. However, counsel for SBK recently learned that the Ms. Jennings has a new position at a homecare company and is no longer employed at the Debtor, yet she continues receiving a salary from the Debtor in the amount of $4,017.08 per month. SBK claims that the Debtor's principal has been wholly uncooperative and is not serving as a proper fiduciary to the estate. The Debtor has far exceeded its cash collateral budget for the past four months, while the principal of the Debtor continues to draw a salary of $4,017.08 per month for a job she is no longer performing. On Dec. 1, 2016, the Court entered an order granting the Debtor use of cash collateral on a final basis. In order for the Debtor to operate its business using cash collateral, the Debtor must prove that SBK's security interest in the cash collateral is adequately protected. The Debtor must demonstrate that the adequate protection is completely compensatory and will provide SBK with the most certain and most indubitable equivalent of its cash collateral. SBK says that the Debtor has made no effort to ensure that SBK's collateral, including cash collateral, is adequately protected. Instead, the Debtor has ignored the requirements of the U.S. Bankruptcy Code and the cash collateral budget. The Debtor's continued usage of SBK's cash collateral without either court approval or the consent of SBK puts SBK's security at risk and SBK is not adequately protected. SBK is represented by: William C. Price, Esq. Elizabeth L. Slaby, Esq. CLARK HILL PLC One Oxford Centre 301 Grant Street, 14th Floor Pittsburgh, PA 15219-1425 Tel: (412) 394-2486 Fax: (412) 394-2555 E-mail: wprice@clarkhill.com bslaby@clarkhill.com About On Call Flagging On Call Flagging, Inc., based in Belsano, PA, filed a Chapter 11 petition (Bankr. M.D. Pa. Case No. 16-70758) on Nov. 2, 2016. The petition was signed by Kathleen Jennings, president. The Debtor estimated $1 million to $10 million in assets and liabilities. Judge Jeffery A. Deller presides over the case. James R. Walsh, at Spence Custer Saylor Wolfe & Rose, LLC, serves as bankruptcy counsel to the Debtor. No official committee of unsecured creditors has been appointed in the case. PAAN PROPERTIES: Seeks to Hire Karapelou Law as Counsel ------------------------------------------------------- Paan Properties, LLC, seeks authority from the US Bankruptcy Court for the Eastern District of Pennsylvania to employ the Law Offices of Dimitri L. Karapelou, LLC as counsel. The Counsel will: (a) give the Debtor legal advice with respect to its duties and powers in this case; (b) prepare all papers and legal documents required to be filed in connection with this bankruptcy proceeding; (c) negotiate with all creditors; (d) pursue existing litigation; (e) assist the Debtor in its investigation of the acts, conduct, assets, liabilities and financial condition of the Debtor, the operation of the Debtor's business and the desirability of the continuance of such business, and any other matter relevant to the case or the formation of a plan; (f) participate with the Debtor in the formulation of a reorganization plan; and (g) perform such other legal services as may be required and in the interest of creditors. Dimitri L. Karapelou, Esq. attests that the Firm is a "disinterested person" pursuant to 11 U.S.C. Sec. 101(14). Pre-petition fees and the chapter 11 filing fee were drawn against the $7,000 Retainer on May 3, 2017 prior to the case filing. A balance of approximately $4,645.50 remains in the Debtor's client trust account. The balance of the retainer will be applied to future fees and expenses upon approval of this Court. No portion of the Retainer was applied by Law Offices of Dimitri L. Karapelou, LLC to outstanding invoices sent to the Debtor prior to the firm's receipt of the retainer. Mr. Karapelou's charges $375 per hour of service. The Firm can be reached through: Dimitri L. Karapelou, Esqu. LAW OFFICES OF DIMITRI L. KARAPELOU, LLC Two Penn Center 1500 John F. Kennedy Boulevard, Suite 920 Philadelphia, PA 19102 Tel: (215) 391-4312 Fax: (215) 701-8707 Email: dkarapelou@karapeloulaw.com About Paan Properties, LLC Based in Chester, Pennsylvania, Paan Properties, LLC filed a Chapter 11 petition (Bankr. E.D. Pa. Case No. 17-13190) on May 3, 2017. Paan Properties is a Single Asset Real Estate debtor. The Law Offices of Dimitri L. Karapelou, LLC represents the Debtor as counsel. The Debtor listed under $1 million in both assets and liabilities. PARAGON OFFSHORE: Files Application for Administration in UK ------------------------------------------------------------ Paragon Offshore plc on May 17 disclosed that the company's board of directors filed an application with the High Court of Justice, Chancery Division, Companies Court of England and Wales (the "English Court") for the appointment of two partners of Deloitte LLP to serve as joint administrators of the company ("Proposed Administrators" and, upon their appointment by the English Court, the "Administrators") in the United Kingdom under paragraph 12(1)(b) of Schedule B1 to the Insolvency Act 1986 (the "Application"). A hearing on the Application is expected to be scheduled shortly in London at the English Court. Paragon's decision to apply for the appointment of the Proposed Administrators is a necessary component of the consensual plan of reorganization (the "Consensual Plan") under chapter 11 of the United States Bankruptcy Code that the company announced on May 2, 2017. Under the Consensual Plan, Paragon's existing equity will be deemed worthless and the company's secured creditors and unsecured bondholders will receive equity in a new reorganized parent company. "We believe that the appointment of administrators is an important positive step forward in Paragon's restructuring process," said Dean E. Taylor, Paragon's President and Chief Executive Officer. "In connection with their support of the Consensual Plan, which contemplates the appointment of the Proposed Administrators, the ad hoc committee of term lenders, the steering committee of revolving lenders, and our unsecured creditors' committee each also support the Application. Our Consensual Plan will eliminate more than $2.4 billion of existing debt and allow us to emerge from chapter 11 as a stronger, better positioned company capable of managing the challenges of this difficult environment. If the Application is approved by the English Court, the next milestone will be our confirmation hearing, scheduled to commence June 7, 2017 in Delaware, following which, if confirmed, we expect to emerge from chapter 11 in July." Under administration, Paragon will continue to conduct business in its normal course. Drilling contracts will continue and vendors and employees will continue to be paid. The Administrators will assume all powers to manage the affairs of the company; however, Paragon's existing board has agreed to remain involved in an advisory capacity to the Administrators until the company emerges from chapter 11, and the existing executive management team will remain responsible for the operational management of the Paragon group. Additional Information Details of the Consensual Plan can be found in the Current Report on Form 8-K filed by the company with the U.S. Securities and Exchange Commission (the "SEC") on May 3, 2017. Additional information will be available on Paragon's website at http://www.paragonoffshore.com/or by calling Paragon's Restructuring Hotline at 1-888-369-8935. The Application is scheduled to be heard by the English Court on May 23, 2017 at the Companies Court, The Rolls Building, 7 Rolls Building, Fetter Lane, London, EC4A 1NL. The hearing of the Application may be adjourned or continued from time to time by the English Court. Further details of the Application (including details of the time set for the hearing of the Application in the English Court, and copies of certain documents filed with the English Court) will be available on the U.K. Administration tab of the company's chapter 11 website hosted by KCC at www.kccllc.net/paragon. Weil, Gotshal & Manges LLP is serving as legal counsel to Paragon and Lazard is serving as financial advisor. Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as legal counsel to the Creditors' Committee and Ducera Partners LCC is serving as financial advisor. Simpson Thacher & Bartlett LLP is serving as legal counsel to the Revolver Agent and PJT Partners is serving as financial advisor. Freshfields Bruckhaus Deringer LLP is serving as legal counsel to the Term Loan Agent and FTI Consulting, Inc. is serving as financial advisor. About Paragon Offshore Paragon Offshore plc (OTC: PGNPQ) --http://www.paragonoffshore.com/ -- is a global provider of offshore drilling rigs. Paragon is a public limited company registered in England and Wales. Paragon Offshore Plc, et al., filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10385 to 16-10410) on Feb. 14, 2016, after reaching a deal with lenders on a reorganization plan that would eliminate $1.1 billion in debt. The petitions were signed by Randall D. Stilley as authorized representative. Judge Christopher S. Sontchi is assigned to the cases. The Debtors reported total assets of $2.47 billion and total debt of $2.96 billion as of Sept. 30, 2015. The Debtors engaged Weil, Gotshal & Manges LLP as general counsel; Richards, Layton & Finger, P.A. as local counsel; Lazard Freres & Co. LLC as financial advisor; Alixpartners, LLP, as restructuring advisor; PricewaterhouseCoopers LLP as auditor and tax advisor; and Kurtzman Carson Consultants as claims and noticing agent. No request has been made for the appointment of a trustee or an examiner in the cases. On Jan. 27, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Paul, Weiss, Rifkind, Wharton & Garrison LLP serves as main counsel to the Committee and Young Conaway Stargatt & Taylor, LLP acts as co-counsel. The committee retained Ducera Partners LLC as financial advisor. Counsel to JPMorgan Chase Bank, N.A. (a) as administrative agent under the Senior Secured Revolving Credit Agreement, dated as of June 17, 2014, and (b) as collateral agent under the Guaranty and Collateral Agreement, dated as of July 18, 2014, are Sandeep Qusba, Esq., and Kathrine A. McLendon, Esq., at Simpson Thacher & Bartlett LLP. Delaware counsel to JPMorgan Chase Bank, N.A. are Landis Rath & Cobb LLP's Adam G. Landis, Esq.; Kerri K. Mumford, Esq.; and Kimberly A. Brown, Esq. Counsel to Cortland Capital Market Services L.L.C. as administrative agent under the Senior Secured Term Loan Agreement, dated as of July 18, 2014, are Arnold & Porter Kaye Scholer LLP's Scott D. Talmadge, Esq.; Benjamin Mintz, Esq.; and Madlyn G. Primoff, Esq. Delaware counsel to Cortland Capital Market Services L.L.C. are Potter Anderson & Corroon LLP's Jeremy W. Ryan, Esq.; Ryan M. Murphy, Esq.; and D. Ryan Slaugh, Esq. Counsel to Deutsche Bank Trust Company Americas as trustee under the Senior Notes Indenture, dated as of July 18, 2014, for the 6.75% Senior Notes due 2022 and the 7.25% Senior Notes due 2024, are Morgan, Lewis, & Bockius LLP's James O. Moore, Esq.; Glenn E. Siegel, Esq.; and Joshua Dorchak, Esq. PARAGON OFFSHORE: Files Application for Administration in UK ------------------------------------------------------------ The board of directors of Paragon Offshore plc filed on May 17, 2017, an administration application with the High Court of Justice, Chancery Division, Companies Court of England and Wales seeking the appointment by order of the English Court of: Neville Barry Kahn (insolvency practitioner number 8690) David Philip Soden (insolvency practitioner number 15790) Deloitte LLP Athene Place 66 Shoe Lane London, EC4A 3BQ as proposed joint administrators of the Company. The hearing to consider the Proposed Appointment will take place on May 23, 2017, at the Companies Court, The Rolls Building, 7 Rolls Building, Fetter Lane, London, EC4A 1NL/ The Administration Hearing may be adjourned or continued from time to time by the English Court. Details of the timing of the Administration Hearing, including any adjournments or other changes, are available at: http://www.justice.gov.uk/courts/court-lists/list-cause-rolls Upon appointment by the English Court, the Proposed Administrators will assume all powers to manage the business and affairs of the Company; however, the Company's existing board of directors has agreed to remain involved in an advisory capacity to the Proposed Administrators until the Company emerges from its insolvency proceedings under chapter 11 of the United States Bankruptcy Code, and the existing executive management team will remain responsible for the operational management of the Company and its subsidiaries. Paragon Offshore said in a press statement its decision to apply for the appointment of the Proposed Administrators is a necessary component of the consensual plan of reorganization under chapter 11 of the United States Bankruptcy Code that the company announced on May 2, 2017. Under the Consensual Plan, Paragon's existing equity will be deemed worthless and the company's secured creditors and unsecured bondholders will receive equity in a new reorganized parent company. "We believe that the appointment of administrators is an important positive step forward in Paragon's restructuring process," said Dean E. Taylor, Paragon's President and Chief Executive Officer. "In connection with their support of the Consensual Plan, which contemplates the appointment of the Proposed Administrators, the ad hoc committee of term lenders, the steering committee of revolving lenders, and our unsecured creditors' committee each also support the Application. Our Consensual Plan will eliminate more than $2.4 billion of existing debt and allow us to emerge from chapter 11 as a stronger, better positioned company capable of managing the challenges of this difficult environment. If the Application is approved by the English Court, the next milestone will be our confirmation hearing, scheduled to commence June 7, 2017 in Delaware, following which, if confirmed, we expect to emerge from chapter 11 in July." Under administration, Paragon will continue to conduct business in its normal course. Drilling contracts will continue and vendors and employees will continue to be paid. The Administrators will assume all powers to manage the affairs of the company; however, Paragon's existing board has agreed to remain involved in an advisory capacity to the Administrators until the company emerges from chapter 11, and the existing executive management team will remain responsible for the operational management of the Paragon group. As reported by the Troubled Company Reporter, unsecured creditors will recover approximately 30% of their claims under Paragon Offshore plc's latest plan to exit Chapter 11 protection. The plan filed on May 2 with the U.S. Bankruptcy Court in Delaware proposes to pay general unsecured creditors 30% of their Class 5 claims allowed by the court. The amount of allowed claims is estimated at $14 million. An earlier version of the plan proposed to pay general unsecured creditors between 23% and 28% of their claims, and estimated the total amount of allowed claims at $2.46 billion. It also classified general unsecured claims in Class 4. Under the latest plan, senior notes claims are classified in Class 4 and claimants will recover approximately 35%. The estimated amount of allowed Class 4 claims is $1.021 billion, according to Paragon Offshore's latest disclosure statement, which explains its fifth joint plan of reorganization. A copy of the disclosure statement is available for free at https://is.gd/KClRTV The Application is scheduled to be heard by the English Court on May 23, 2017 at the Companies Court, The Rolls Building, 7 Rolls Building, Fetter Lane, London, EC4A 1NL. The hearing of the Application may be adjourned or continued from time to time by the English Court. About Paragon Offshore Houston, Texas-based Paragon Offshore plc (OTC: PGNPQ) -- http://www.paragonoffshore.com/-- is a global provider of offshore drilling rigs. Paragon is a public limited company registered in England and Wales. Paragon Offshore Plc, et al., filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10385 to 16-10410) on Feb. 14, 2016, after reaching a deal with lenders on a reorganization plan that would eliminate $1.1 billion in debt. The petitions were signed by Randall D. Stilley as authorized representative. Judge Christopher S. Sontchi is assigned to the cases. The Debtors reported total assets of $2.47 billion and total debt of $2.96 billion as of Sept. 30, 2015. The Debtors engaged Weil, Gotshal & Manges LLP as general counsel; Richards, Layton & Finger, P.A. as local counsel; Lazard Freres & Co. LLC as financial advisor; Alixpartners, LLP, as restructuring advisor; PricewaterhouseCoopers LLP as auditor and tax advisor; and Kurtzman Carson Consultants as claims and noticing agent. No request has been made for the appointment of a trustee or an examiner in the cases. On Jan. 27, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Paul, Weiss, Rifkind, Wharton & Garrison LLP serves as main counsel to the Committee and Young Conaway Stargatt & Taylor, LLP acts as co-counsel. The committee retained Ducera Partners LLC as financial advisor. Counsel to JPMorgan Chase Bank, N.A. (a) as administrative agent under the Senior Secured Revolving Credit Agreement, dated as of June 17, 2014, and (b) as collateral agent under the Guaranty and Collateral Agreement, dated as of July 18, 2014, are Sandeep Qusba, Esq., and Kathrine A. McLendon, Esq., at Simpson Thacher & Bartlett LLP. PJT Partners serves as its financial advisor. Delaware counsel to JPMorgan Chase Bank, N.A. are Landis Rath & Cobb LLP's Adam G. Landis, Esq.; Kerri K. Mumford, Esq.; and Kimberly A. Brown, Esq. Counsel to Cortland Capital Market Services L.L.C. as administrative agent under the Senior Secured Term Loan Agreement, dated as of July 18, 2014, are Arnold & Porter Kaye Scholer LLP's Scott D. Talmadge, Esq.; Benjamin Mintz, Esq.; and Madlyn G. Primoff, Esq. Delaware counsel to Cortland Capital Market Services L.L.C. are Potter Anderson & Corroon LLP's Jeremy W. Ryan, Esq.; Ryan M. Murphy, Esq.; and D. Ryan Slaugh, Esq. Counsel to Deutsche Bank Trust Company Americas as trustee under the Senior Notes Indenture, dated as of July 18, 2014, for the 6.75% Senior Notes due 2022 and the 7.25% Senior Notes due 2024, are Morgan, Lewis, & Bockius LLP's James O. Moore, Esq.; Glenn E. Siegel, Esq.; and Joshua Dorchak, Esq. Freshfields Bruckhaus Deringer LLP serves as legal counsel to the Term Loan Agent and FTI Consulting, Inc. serves as its financial advisor. * * * On April 19, 2016, the Bankruptcy Court approved the Company's disclosure statement and certain amendments to the Original Plan. Effective August 5, the Company entered into an amendment to the plan support agreement with the lenders under its Revolving Credit Agreement and lenders holding approximately 69% in principal amount of its Senior Notes. The PSA Amendment supported certain revisions to the Original Plan. On August 15, 2016, the Debtors filed the amended Original Plan and a supplemental disclosure statement with the Bankruptcy Court. By oral ruling on October 28, 2016, and by written order dated November 15, the Bankruptcy Court denied confirmation of the Debtors' amended Original Plan. Consequently, on November 29, the Noteholder Group terminated the PSA effective as of December 2, 2016. On January 18, 2017, the Company announced that it reached agreement in principle with a steering committee of lenders under the Revolving Credit Agreement and an ad hoc committee of lenders under its Term Loan Agreement to support a new chapter 11 plan of reorganization for the Debtors. On February 7, the Company filed the New Plan and related disclosure statement with the Bankruptcy Court. The New Plan provides for, among other things, the (i) elimination of approximately $2.4 billion of the Company's existing debt in exchange for a combination of cash, debt and new equity to be issued under the New Plan; (ii) allocation to the Revolver Lenders and lenders under its Term Loan Agreement of new senior first lien debt in the original aggregate principal amount of $85 million maturing in 2022; (iii) projected distribution to the Secured Lenders of approximately $418 million in cash, subject to adjustment on account of claims reserves and working capital and other adjustments at the time of the Company's emergence from the Bankruptcy cases, and an estimated 58% of the new equity of the reorganized company; (iv) projected distribution to holders of the Company's Senior Notes of approximately $47 million in cash, subject to adjustment on account of claims reserves and working capital and other adjustments at the time of the Company's emergence from the Bankruptcy cases, and an estimated 42% of the new equity of the reorganized company; and (v) commencement of an administration of the Company in the United Kingdom to, among other things, implement a sale of all or substantially all of the assets of the Company to a new holding company to be formed, which administration may be effected on or prior to effectiveness of the New Plan. On April 21, 2017, following further discussions with the Secured Lenders, the Company filed an amendment to the New Plan and a related disclosure statement with the Bankruptcy Court. This amendment makes certain modifications to the New Plan, among other changes, to: (i) no longer seek approval of the Noble Settlement Agreement; (ii) provide for a combined class of general unsecured creditors, including the Company's 6.75% senior unsecured notes maturing July 2022 and 7.25% senior unsecured notes maturing August 2024; and (iii) provide for the post-emergence wind-down of certain of the Debtors' dormant subsidiaries and discontinued businesses. On May 2, 2017, as a result of a successful court-ordered mediation process with representatives of the Secured Lenders and the Bondholders, the Company filed additional amendments to the New Plan and a related disclosure statement with the Bankruptcy Court. The Consensual Plan resolves the objections previously raised by the Bondholders to the New Plan. Under the Consensual Plan, approximately $2.4 billion of previously existing debt will be eliminated in exchange for a combination of cash and to-be-issued new equity. If confirmed, the Secured Lenders will receive their pro rata share of $410 million in cash and 50% of the new, to-be-issued common equity, subject to dilution. The Bondholders will receive $105 million in cash and an estimated 50% of the new, to-be-issued common equity, subject to dilution. The Secured Lenders and Bondholders will each appoint three members of a new board of directors to be constituted upon emergence of the Company from bankruptcy and will agree on a candidate for Chief Executive Officer who will serve as the seventh member of the board of directors of the Company. Certain other elements of the New Plan remain unchanged in the Consensual Plan, including that: (i) the Secured Lenders shall be allocated new senior secured first lien debt in the original aggregate principal amount of $85 million maturing in 2022, (ii) the Company shall commence an administration proceeding in the United Kingdom, and (iii) the Company's current shareholders are not expected to have any recovery under the Consensual Plan. Both the U.S. Trustee and the Bankruptcy Court have declined to appoint an equity committee in the Bankruptcy cases. The Consensual Plan will be subject to usual and customary conditions to plan confirmation, including obtaining the requisite vote of creditors and approval of the Bankruptcy Court. PARAGON OFFSHORE: Posts $70 Million Net Loss in Q1 2017 ------------------------------------------------------- Paragon Offshore plc posted a net loss of $70,416,000 for the three months ended March 31, 2017, wider from a net loss of $5,210,000 for the same period in 2016, according to its latest Form 10-Q report filed with the U.S. Securities and Exchange Commission. The Company reported operating revenues of $57,443,000 for the 2017 first quarter compared to $265,120,000 for the same period last year. At March 31, 2017, the Company had total assets of $1,797,494,000 against total liabilities of $2,699,016,000 and total shareholders' deficit of $901,522,000. In a press statement, Paragon said results for the first quarter of 2017 included a $0.4 million, or less than $0.01 per share, non-cash asset impairment charge related to the pending sale of the jackup Paragon B153 for use as a mobile offshore producing unit. Excluding this charge, Paragon's adjusted net loss for the first quarter of 2017 was $70.0 million, or a loss of $0.79 per diluted share. Adjusted EBITDA is defined as net income (loss) before taxes, plus interest expense, depreciation, losses on impairments, foreign currency losses, and reorganization items, less gains on the sale of assets, interest income, and foreign currency gains. For the first quarter of 2017, adjusted EBITDA was negative $2.5 million, compared to negative $21.4 million in the fourth quarter of 2016. Total revenues for the first quarter of 2017 were $57.4 million compared to $61.0 million in the fourth quarter of 2016. Paragon reported that utilization for its marketed rig fleet, which excludes available days related to rigs that were stacked and not marketed during the quarter, declined to 21 percent for the first quarter of 2017 compared to 22 percent for the fourth quarter of 2016. Average daily revenues increased one percent in the first quarter of 2017 to $87,000 per day compared to the previous quarter average of $86,000 per day. Contract drilling services costs declined 30 percent in the first quarter of 2017 to $49.6 million compared to $71.3 million in the fourth quarter of 2016. General and administrative costs for the first quarter of 2017 totaled $8.7 million compared to $10.1 million for the fourth quarter of 2016. Reorganization costs totaled $18.5 million in the first quarter of 2017 compared to $14.1 million in the fourth quarter of 2016. Net cash used in operating activities was $36.0 million in the first quarter of 2017 as compared to net cash provided by operating activities of $8.7 million for the fourth quarter of 2016. Cash used for capital expenditures in the first quarter of 2017 totaled $3.5 million including changes in accrued capital expenditures and $7.0 million for the fourth quarter of 2016 including changes in accrued capital expenditures. At March 31, 2017, liquidity, defined as cash and cash equivalents, excluding restricted cash, totaled $832.6 million. A copy of the Company's Form 10-Q report is available at https://is.gd/0GVLG8 A copy of the Company's earnings release is available at https://is.gd/7CWCr3 Consensual Plan As reported by the Troubled Company Reporter, the Bankruptcy Court on April 19, 2016, approved the Company's disclosure statement and certain amendments to the Original Plan. Effective August 5, the Company entered into an amendment to the plan support agreement with the lenders under its Revolving Credit Agreement and lenders holding approximately 69% in principal amount of its Senior Notes. The PSA Amendment supported certain revisions to the Original Plan. On August 15, the Debtors filed the amended Original Plan and a supplemental disclosure statement with the Bankruptcy Court. By oral ruling on October 28, 2016, and by written order dated November 15, the Bankruptcy Court denied confirmation of the Debtors' amended Original Plan. Consequently, on November 29, the Noteholder Group terminated the PSA effective as of December 2, 2016. On January 18, 2017, the Company announced that it reached agreement in principle with a steering committee of lenders under the Revolving Credit Agreement and an ad hoc committee of lenders under its Term Loan Agreement to support a new chapter 11 plan of reorganization for the Debtors. On February 7, the Company filed the New Plan and related disclosure statement with the Bankruptcy Court. The New Plan provides for, among other things, the (i) elimination of approximately $2.4 billion of the Company's existing debt in exchange for a combination of cash, debt and new equity to be issued under the New Plan; (ii) allocation to the Revolver Lenders and lenders under its Term Loan Agreement of new senior first lien debt in the original aggregate principal amount of $85 million maturing in 2022; (iii) projected distribution to the Secured Lenders of approximately $418 million in cash, subject to adjustment on account of claims reserves and working capital and other adjustments at the time of the Company's emergence from the Bankruptcy cases, and an estimated 58% of the new equity of the reorganized company; (iv) projected distribution to holders of the Company's Senior Notes of approximately $47 million in cash, subject to adjustment on account of claims reserves and working capital and other adjustments at the time of the Company's emergence from the Bankruptcy cases, and an estimated 42% of the new equity of the reorganized company; and (v) commencement of an administration of the Company in the United Kingdom to, among other things, implement a sale of all or substantially all of the assets of the Company to a new holding company to be formed, which administration may be effected on or prior to effectiveness of the New Plan. On April 21, 2017, following further discussions with the Secured Lenders, the Company filed an amendment to the New Plan and a related disclosure statement with the Bankruptcy Court. This amendment makes certain modifications to the New Plan, among other changes, to: (i) no longer seek approval of the Noble Settlement Agreement; (ii) provide for a combined class of general unsecured creditors, including the Company's 6.75% senior unsecured notes maturing July 2022 and 7.25% senior unsecured notes maturing August 2024; and (iii) provide for the post-emergence wind-down of certain of the Debtors' dormant subsidiaries and discontinued businesses. On May 2, 2017, the Company announced that as a result of successful court-ordered mediation process, a steering committee of holders of Paragon's Senior Secured Term Loan maturing July 2021, a steering committee of certain lenders under Paragon's Senior Secured Revolving Credit Agreement maturing July 2019, and the Official Committee of Unsecured Creditors, representing all of the company's unsecured creditors including the holders of Paragon's 6.75% senior unsecured notes maturing July 2022 and 7.25% senior unsecured notes maturing August 2024, have reached agreement in principle to support a revised consensual plan of reorganization. The Consensual Plan resolves the objections raised by the Creditors' Committee to the Third Joint Plan of Reorganization filed by Paragon on February 7, 2017 and the Fourth Joint Plan of Reorganization filed on April 21, 2017. Under the Consensual Plan, as with the previous plan, approximately $2.4 billion of previously existing debt will be eliminated in exchange for a combination of cash and to-be-issued new equity. The current debt consists of: * An aggregate principal amount of approximately $642 million related to claims by the Term Lenders; * An aggregate principal amount of approximately $756 million related to claims by the Revolver Lenders; and * An aggregate principal amount of approximately $1.0 billion related to claims by the Noteholders. If confirmed, the Secured Lenders will receive their pro rata share of $410 million in cash and 50% of the new, to-be-issued common equity, subject to dilution. The Bondholders will receive $105 million in cash and an estimated 50% of the new, to-be-issued common equity, subject to dilution. The Secured Lenders and Bondholders will each appoint three members of a new board of directors to be constituted upon emergence of the Company from bankruptcy and will agree on a candidate for Chief Executive Officer who will serve as the seventh member of the board of directors of the Company. Certain other elements of the New Plan remain unchanged in the Consensual Plan, including that: (i) the Secured Lenders shall be allocated new senior secured first lien debt in the original aggregate principal amount of $85 million maturing in 2022, (ii) the Company shall commence an administration proceeding in the United Kingdom, and (iii) the Company's current shareholders are not expected to have any recovery under the Consensual Plan. Under the Fourth Plan, Paragon agreed to abandon the previously disclosed settlement agreement between Paragon and Noble Corporation (NYSE: NE) and, on April 21, 2017, Noble formally terminated the Noble Settlement. See https://is.gd/GnqbS4 Paragon believes its Consensual Plan will allow the company to forgo the tax bonding support that would have been provided under the Noble Settlement. By abandoning the Noble Settlement, Paragon's creditors are empowered to pursue litigation against Noble through the establishment of a litigation trust. Paragon will fund the Litigation Trust with a loan of up to $10 million. Under the Consensual Plan, the first $10 million of proceeds from the litigation against Noble will be applied to repay the Litigation Loan Amount, and any balance of the first $10 million of proceeds will be shared 50%/50% between the Noteholders and Secured Creditors. Any amounts above the first $10 million of proceeds will be split in a ratio of 75%/25% in favor of the Noteholders. Under the Consensual Plan, the company expects to emerge from chapter 11 with approximately $160 million in cash. The company identified additional cost savings during the mediation process and is contributing these additional savings to the settlement. The largest component of these savings is the avoidance of significant advisory and legal fees associated with a contested confirmation hearing. Other components of cost savings include both operational and administrative changes and efficiencies that the company expects to recognize. The company believes that the available cash at emergence will provide adequate liquidity under the Consensual Plan. Both the U.S. Trustee and the Bankruptcy Court have declined to appoint an equity committee in the Bankruptcy cases. The Consensual Plan will be subject to usual and customary conditions to plan confirmation, including obtaining the requisite vote of creditors and approval of the Bankruptcy Court. A copy of the disclosure statement is available for free at https://is.gd/KClRTV About Paragon Offshore Houston, Texas-based Paragon Offshore plc (OTC: PGNPQ) -- http://www.paragonoffshore.com/-- is a global provider of offshore drilling rigs. Paragon is a public limited company registered in England and Wales. Paragon Offshore Plc, et al., filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10385 to 16-10410) on Feb. 14, 2016, after reaching a deal with lenders on a reorganization plan that would eliminate $1.1 billion in debt. The petitions were signed by Randall D. Stilley as authorized representative. Judge Christopher S. Sontchi is assigned to the cases. The Debtors reported total assets of $2.47 billion and total debt of $2.96 billion as of Sept. 30, 2015. The Debtors engaged Weil, Gotshal & Manges LLP as general counsel; Richards, Layton & Finger, P.A. as local counsel; Lazard Freres & Co. LLC as financial advisor; Alixpartners, LLP, as restructuring advisor; PricewaterhouseCoopers LLP as auditor and tax advisor; and Kurtzman Carson Consultants as claims and noticing agent. No request has been made for the appointment of a trustee or an examiner in the cases. On Jan. 27, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Paul, Weiss, Rifkind, Wharton & Garrison LLP serves as main counsel to the Committee and Young Conaway Stargatt & Taylor, LLP acts as co-counsel. The committee retained Ducera Partners LLC as financial advisor. Counsel to JPMorgan Chase Bank, N.A. (a) as administrative agent under the Senior Secured Revolving Credit Agreement, dated as of June 17, 2014, and (b) as collateral agent under the Guaranty and Collateral Agreement, dated as of July 18, 2014, are Sandeep Qusba, Esq., and Kathrine A. McLendon, Esq., at Simpson Thacher & Bartlett LLP. PJT Partners serves as its financial advisor. Delaware counsel to JPMorgan Chase Bank, N.A. are Landis Rath & Cobb LLP's Adam G. Landis, Esq.; Kerri K. Mumford, Esq.; and Kimberly A. Brown, Esq. Counsel to Cortland Capital Market Services L.L.C. as administrative agent under the Senior Secured Term Loan Agreement, dated as of July 18, 2014, are Arnold & Porter Kaye Scholer LLP's Scott D. Talmadge, Esq.; Benjamin Mintz, Esq.; and Madlyn G. Primoff, Esq. Delaware counsel to Cortland Capital Market Services L.L.C. are Potter Anderson & Corroon LLP's Jeremy W. Ryan, Esq.; Ryan M. Murphy, Esq.; and D. Ryan Slaugh, Esq. Counsel to Deutsche Bank Trust Company Americas as trustee under the Senior Notes Indenture, dated as of July 18, 2014, for the 6.75% Senior Notes due 2022 and the 7.25% Senior Notes due 2024, are Morgan, Lewis, & Bockius LLP's James O. Moore, Esq.; Glenn E. Siegel, Esq.; and Joshua Dorchak, Esq. Freshfields Bruckhaus Deringer LLP serves as legal counsel to the Term Loan Agent and FTI Consulting, Inc. serves as its financial advisor. PARAGON POOLS: Unsecureds to be Paid in Full Over 12 Months ----------------------------------------------------------- Unsecured creditors of Paragon Pools will be paid in full under the company's proposed plan to exit Chapter 11 protection. Under the reorganization plan, each creditor holding an allowed Class 3 general unsecured claim will receive payment in full through 12 equal monthly installments. Paragon Pools estimates the monthly payment at $7,736.84 for total payments of $92,842.07. The company believes there are 15 general unsecured creditors with claims totaling $92,842.07 Class 3 is impaired and general unsecured creditors are entitled to vote to accept or reject the proposed plan. Paragon Pools' monthly operating reports show that the company has sufficient cash flow to make the payments required by the plan, according to its disclosure statement filed on May 9 with the U.S. Bankruptcy Court for the District of Nevada. A copy of the disclosure statement is available for free at https://is.gd/USp4hv About Paragon Pools Based in Las Vegas, Nevada, Paragon Pools Corporation is a licensed and bonded contractor that designs and constructs inground custom pools and spas for commercial and residential properties throughout the Las Vegas Valley and surrounding areas. The Debtor was founded in 2001 by Joseph M. Vassallo The Debtor filed a Chapter 11 petition (Bankr. D. Nev. Case No. 16-16342) on Nov. 28, 2016. The petition was signed by Joseph M. Vassallo, president. In its petition, the Debtor declared $23,554 in total assets and $1.57 million in total liabilities. Judge August B. Landis, presides over the case. Ryan Andersen of Andersen Law serves as bankruptcy counsel. A copy of the Debtor's list of 19 largest unsecured creditors is available for free at http://bankrupt.com/misc/nvb16-16342.pdf PATHEON HOLDINGS: Moody's Puts B3 CFR on Review for Upgrade ----------------------------------------------------------- Moody's Investors Service placed the ratings of Patheon Holdings I B.V. ("Patheon", formerly known as DPx Holdings B.V.) on review for upgrade, including the B3 Corporate Family Rating and B3-PD Probability of Default Rating. The B2 senior secured credit facility ratings and Caa2 unsecured notes ratings were also placed on review for upgrade. Moody's also affirmed the Speculative Grade Liquidity Rating of SGL-2 due to Patheon's significant revolver availability and good cash balance. These actions follow the announcement that Thermo Fisher Scientific, Inc., will acquire Patheon N.V., Patheon's parent, for $7.2 billion including debt. Thermo Fisher is a globally diversified life sciences company. The acquisition of Patheon will represent Thermo Fisher's entry into the contract development and manufacturing organization (CDMO) market. The acquisition, which is expected to be completed by 2017's end, is subject to customary closing conditions, including regulatory and shareholder approvals. Ratings placed under review for upgrade (to be withdrawn upon close): Patheon Holdings I B.V. (f/k/a DPx Holdings B.V.) Corporate Family Rating at B3 Probability of Default Rating at B3-PD Senior secured revolving credit facility expiring 2019 at B2 (LGD 3) Senior secured term loans due 2024 at B2 (LGD 3) Senior unsecured notes due 2022 at Caa2 (LGD 5) Ratings assigned and placed under review for upgrade (to be withdrawn upon close): Patheon Holdings I B.V. (f/k/a DPx Holdings B.V.) Senior secured revolving credit facility expiring 2022 at B2 (LGD 3) Ratings affirmed (to be withdrawn upon close): Patheon Holdings I B.V. (f/k/a DPx Holdings B.V.) Speculative Grade Liquidity Rating at SGL-2 The outlook is under review. RATINGS RATIONALE The review for upgrade is based upon Moody's view that, should the acquisition by Thermo Fisher be consummated, that Patheon will become part of an enterprise with a stronger overall credit profile than if it remains a standalone entity. The review will focus on Thermo Fisher's treatment of Patheon's debt following the close of the acquisition. Should Thermo Fisher decide not to guarantee any Patheon debt remaining outstanding after the close, or not to provide separate financial statements for Patheon which would enable an independent credit evaluation post-acquisition, Moody's will likely withdraw the ratings on Patheon. The B3 CFR (on review for upgrade) is constrained by Patheon's high financial leverage and negative free cash flow. The rating also reflects high execution risk associated with Patheon's aggressive acquisition strategy. The company's earnings and cash flow are volatile due to its significant fixed cost structure and the capital intensiveness of its business. The rating also incorporates Moody's concerns with broader challenges in the contract manufacturing industry relating to pricing pressures and over capacity in certain technology platforms. The B3 CFR (on review for upgrade) is supported by Patheon's large scale, strong production capabilities and high level of customer and product diversification, which are all important differentiating factors in the fragmented CDMO industry. The ratings also reflects Moody's expectation that demand for contract manufacturing services will continue to growth over the long-term. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Patheon Holdings I B.V. is a leading global provider of outsourced pharmaceutical development and manufacturing services. Sales are approximately $1.9 billion. JLL Partners Inc. and Royal DSM N.V. (A3 negative) own more than 70% of the company. PAWN AMERICA: Committee Taps Foley & Mansfield as Counsel --------------------------------------------------------- The Official Committee of Unsecured Creditors of Pawn America Minnesota LLC seeks authority from the US Bankruptcy Court for the District of Minnesota to retain Foley & Mansfield, PLLP as counsel. The services Foley & Mansfield will provide are: a. consult with the Debtor regarding the administration of the case; b. investigate the acts, conduct, assets, liabilities and financial conditions of the Debtor, the operation of the Debtor's business and the desirability of the continuance of such business, and any other matters relevant to the case or to the formulation of a plan; c. participate in the formulation of a plan, advise unsecured creditors of the decisions of the Committee as to any plan proposed and collect and files with the court acceptances or rejections of the plan; d. request the appointment of a trustee or examiner where the Committee deems it appropriate; and e. perform such other services as the Committee believes are in the interest if the unsecured creditors. Thomas J. Lallier, Esq. attests that Foley & Mansfield, PLLP is a disinterested person as that term is defined in 11 U.S.C. Sec. 101(13), and does not hold or represent any interest adverse to the Committee with respect to matters upon which it is to be engaged. The hourly rates for the attorneys and paralegals are: partners $350 associates $250 paralegals $150 The Firm can be reached through: Thomas J. Lallier, Esq. FOLEY & MANSFIELD PLLP 250 Marquette Avenue, Suite 1200 Minneapolis, MN 55401 Tel: 612-338-8788 Email: tlallier@foleymansfield.com 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 Minnesota, LLC, d/b/a Pawn America, and its affiliates Pawn America Wisconsin, LLC, d/b/a Pawn America, and Exchange Street, Inc. d/b/a Pawn America, filed Chapter 11 petitions (Bankr. D. Minn. Case Nos. 17-31145, 17-31146, and 17-31147, respectively), on April 12, 2017. The petitions were signed by Bradley K. Rixmann, chief manager. The Debtors are represented by Robert T. Kugler, Esq., Edwin H. Caldie, Esq., Phillip J. Ashfield, Esq., and Andrew J. Glasnovich, Esq. at Stinson Leonard Street LLP. The Debtors hired BGA Management, LLC as financial and turnaround consultant. At the time of filing, each of the Debtors estimated $10 million to $50 million in both assets and liabilities. 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. PETROLEUM KINGS: Seeks to Hire Sarcone Law as Special Counsel ------------------------------------------------------------- Petroleum Kings, LLC seeks authority from the US Bankruptcy Court for the Southern District of New York to employ Sarcone Law Firm, PLLC as special counsel. The dispute between the Debtor and United Metro Energy Corp result in two separated law suits, the first of which UMEC seeks damages for breach of contract. The second lawsuit is by the Debtor against UMEC for defamation and tortious conduct. The Debtor requires the assistance of Special Counsel to represent its interest in two intertwined lawsuits which, prior to their removal, were pending in New York State Supreme Court. Sarcone's customary hourly rates are: Partner/Of Counsel $350 Associate $225-$275 Paralegal $125 John A. Sarcone attests that the Firm is a "disinterested party", as defined in Section 101(14) of the Bankruptcy Code. The Firm can be reached through: John A. Sarcone, III, Esq. SARCONE LAW FIRM PLLC 222 Bloomingdale Road, Suite 308 White Plains, NY 10605-151 Phone: 914-686-8200 Fax: 914-686-8988 About Petroleum Kings LLC Petroleum Kings, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 17-22154) on February 2, 2017. The petition was signed by Asmel Gonzalez, principal. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of less than $50,000. PETSMART INC: Bank Debt Trades at 7% Off ---------------------------------------- Participations in a syndicated loan under Petsmart Inc. is a borrower traded in the secondary market at 93.06 cents-on-the-dollar during the week ended Friday, May 5, 2017, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 1.23 percentage points from the previous week. Petsmart Inc. pays 300 basis points above LIBOR to borrow under the $4.426 billion facility. The bank loan matures on March 10, 2022 and carries Moody's Ba3 rating and Standard & Poor's BB-rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended May 5. PRIME HEALTHCARE: S&P Lowers Corp. Credit Rating to 'B-' -------------------------------------------------------- S&P Global Ratings lowered its corporate credit rating on acute-care hospital operator Prime Healthcare Services Inc. to 'B-' from 'B+'. In addition, S&P lowered its issue-level rating on Prime's senior secured term loan to 'B-' from 'B+' to reflect the lower corporate credit rating. At the same time, S&P placed all of these ratings on CreditWatch with negative implications. S&P's recovery rating on the issue-level debt remains '3', indicating its expectation for meaningful (50%-70%, rounded: 55%) recovery in the event of payment default. "Our rating action on Prime follows news that the company will write down a meaningful portion of its receivables, affecting fiscal 2016," said S&P Global Ratings credit analyst Shannan Murphy. Pro forma the write-down, S&P expects that leverage at Dec. 31, 2016, will be above 4x (and potentially much higher), which is a departure from S&P's prior belief that the company would sustain leverage between 3x-4x over time. More importantly, given the magnitude of the adjustment, the quality of Prime's earnings are now in question. This is Prime's second receivables write-down in the past two years. S&P continues to assess Prime's management and governance as weak (as defined by S&P's criteria), reflecting a history of disputes with unions representing employees at certain hospitals, as well as the ongoing whistleblower investigation, partially joined by the U.S. Department of Justice, into the company's Medicare billing practices. Given the history of audit adjustments, S&P now believes there are significant issues regarding internal controls over financial reporting and the reliability of the company's financial statements. S&P's assessment of management and governance as weak reflects the risk that the eventual outcome of these issues could have a negative impact on Prime's operating model, and given the severity and number of issues, S&P now lowers the rating by two notches (previously one notch) to reflect these risks. S&P will resolve its CreditWatch listing when further information regarding the magnitude of the write-down and the company's negotiations with its lenders emerges. If Prime is able to successfully negotiate an amendment that restores access to the revolver, and S&P believes that the company will be able to continue to generate free cash flow, S&P could revise the outlook to stable. If S&P sees heightened risk that the debt could be accelerated, it could lower the rating by one or more notches. PUCHI PROPERTIES: Trustee Taps Gerald K. Smith as Legal Counsel --------------------------------------------------------------- The Chapter 11 trustee for Puchi Properties, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Arizona to hire Gerald K. Smith and John C. Smith Law Offices, PLLC. Gerald Smith, the court-appointed trustee, proposes to hire his own firm to pursue a $543,255 judgment awarded to the Debtor in 2010. The Debtor has been unable to collect the judgment from JMA Investments LLC, which allegedly fraudulently transferred its interest in a property to two Mexican companies. Smith has agreed to a 40% contingency fee if the Debtor's lawsuit ends in a recovery for its bankruptcy estate. The firm does not hold or represent any interest adverse to the estate, and is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code, according to court filings. Smith can be reached through: Gerald K. Smith, Esq. John C. Smith, Esq. Grant L. Cartwright, Esq. Cody D. Vandewerker, Esq. Gerald K. Smith and John C. Smith Law Offices, PLLC 6720 E. Camino Principal, Suite 203 Tucson, AZ 85715 Tel: (520) 722-1605 Fax: (520) 722-9096 Email: gerald@smithandsmithpllc.com Email: john@smithandsmithpllc.com Email: grant@smithandsmithpllc.com Email: cody@smithandsmithpllc.com About Puchi Properties Inc. Puchi Properties, Inc. filed a Chapter 11 bankruptcy petition (Bankr. D. Ariz. Case No. 14-01372) on February 4, 2014. The petition was signed by Alfredo Puchi, Jr., president. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. Judge Brenda Moody Whinery presides over the case. Alan R. Solot represents the Debtor as bankruptcy counsel. On May 14, 2014, Gerald K. Smith was appointed as Chapter 11 trustee for the Debtor. RANGE RESOURCES: Egan-Jones Upgrades Sr. Unsecured Ratings to BB- ----------------------------------------------------------------- Egan-Jones Ratings, on May 1, 2017, hiked the local currency and foreign currency senior unsecured ratings on debt issued by Range Resources Corp to BB- from B. Range Resources Corporation is an independent natural gas, natural gas liquids (NGLs) and oil company. The Company is engaged in the engaged in the exploration, development and acquisition of natural gas and oil properties, mostly in the Appalachian and Midcontinent regions of the United States. REGAL CINEMAS: Fitch Assigns BB+ Rating to Incremental Term Loan ---------------------------------------------------------------- Fitch Ratings has assigned a 'BB+'/'RR1' rating to the proposed new incremental term loan issued by Regal Entertainment Group's (Regal) wholly-owned subsidiary, Regal Cinemas Corporation (Regal Cinemas). Regal is refinancing its existing term loan B and the proceeds will be used to refinance the existing $952 million term loan B. Additionally Regal is issuing an incremental $150 million term loan and will use the proceeds for general corporate purposes including possible acquisitions. Fitch notes that the issuance will only modestly increase leverage to 3.8x, up from 3.6x as of the last-twelve-months (LTM) period ended March 31, 2017. As such, Fitch views the refinancing and incremental term loan issuance as neutral to the credit profile. The new term loan B and incremental term loan will mature in April 2022 and will reduce the interest rate to LIBOR plus 200bp from LIBOR plus 250bp. Approximately $2.3 billion of debt was outstanding as of March 31, 2017. A full list of ratings follows at the end of this release. KEY RATING DRIVERS Regal's ratings reflect Fitch's belief that movie exhibition will continue to be a key promotion window for the movie studios' biggest/most profitable releases. Solid 2017 Film Slate: Fitch believes the film slate will support industry-wide box office revenue levels with flat attendance and a slightly increased average ticket price. Fitch believes that the 2017 film slate looks solid with films such as "Pirates of the Caribbean: Dead Men Tell No Tales," "Cars 3," "Transformers: The Last Night," "Thor: Ragnarok" and "Star Wars: The Last Jedi." Fitch believes that attendance may grow in the low single digits. Continued Growth in Average Ticket Prices: Fitch expects 2017 average ticket prices to be up in the low single digits, driven mostly by a low single-digit increase in base ticket prices, with the average ticket price contribution from premium formats relatively flat to slightly up. After annual growth of roughly 4.5% to 5.0% in 2008 - 2010, ticket price growth has been modest at 2.1%, 0.5%, 3.2% and 2.6% in 2013, 2014, 2015 and 2016, respectively. Fitch attributes growth in 2013 and 2015 to a higher number of films released in Premium Large Formats (PLF). Prudent Investments in Premium Seating: Fitch believes the investments made by Regal and its peers to improve the patron's experience are prudent. Regal plans to outfit 30% of its total screens with reclining seats by year-end 2017 with a potential for an incremental 10% to 15% to be converted by 2019. Notably, landlords funded over 50% of Regal's upgrade in 2016. Regal also continues to expand enhanced food and beverage menus. While high-margin concessions may be pressured, Fitch believes that, in the long term, the exhibitors will benefit from delivering an improved value proposition to its patrons, and premium food services and/or offerings will grow absolute levels of revenue and EBITDA. Liquidity Supported By Meaningful FCF: Regal's solid liquidity position is supported by interest coverage that generally remains at or above 3.0x, annual pre-dividend free cash flow (FCF) between $150 million and $300 million, and a favourable near-term maturity schedule. Fitch's base case projects the company to roughly generate around $200 million in pre-dividend FCF in 2017 and 2018. Fitch expects cash deployment to be used towards investments into premium seating and concessions, acquisitions and shareholder friendly actions. Long-Term Secular Risks: The ratings factor the intermediate- to long-term risks associated with increased competition from at-home entertainment media, limited control over revenue trends, shrinking film distribution windows and increasing indirect competition from other distribution channels (VOD, OTT, and streaming services). For the long term, Fitch continues to expect that the movie exhibitor industry will be challenged in growing attendance, and any potential attendance declines will offset some of the growth in average ticket prices and growth in concessions. Reliance on Studios: In addition, Regal and its peers rely on the quality, quantity, and timing of movie product, all factors out of management's control. KEY ASSUMPTIONS Fitch's key assumptions within the rating case for Regal include: -- Low-single digit revenue growth in 2017 reflecting strong film slate against tough 2016 comps; -- Flat attendance growth; -- Low-single digit average ticket price growth; -- Mid-single digit increase in Concession revenue per patron as a result of investments in F&B; -- EBITDA margin is forecasted to stay relatively steady around 19% (including NCM distribution); -- Capital expenditures of $130 million-145 million net of landlord contributions. RATING SENSITIVITIES Positive Trigger: Fitch heavily weighs the prospective challenges facing Regal and its industry peers in arriving at the long-term credit ratings. Significant improvements in the operating environment (sustainable increases in attendance from continued success of operating initiatives) driving FCF/adjusted debt above 2% and adjusted leverage below 4.5x on a sustainable basis could have a positive effect on the rating. In strong box office years, metrics may be stronger in order to provide a cushion for weaker box office years. Negative Trigger: Fitch anticipates that the company, as well as other movie exhibitors, will continue to consolidate. While not anticipated, a debt-financed material acquisition or return of capital to shareholders that would raise the adjusted gross leverage beyond 6.0x in the absence of a credible delivering plan could have a negative effect on the rating. In addition, meaningful, sustained declines in attendance and/or per-guest concession spending that drove adjusted leverage beyond 6.0x would pressure the rating as well. LIQUIDITY Regal's solid liquidity position is supported by $409 million of cash on hand as of March 31, 2017 and $82.3 million availability under its $85 million revolver due 2020. FCF before dividends, as of March 31, 2017, LTM was $252 million. Fitch expects pre-dividend FCF around $200 million annually over the next two years. Fitch estimates approximately $140 million in annual dividends. Regal has a manageable maturity profile with Regal Cinemas' term loans due in 2022 as its next material maturity. Fitch believes that Regal will have sufficient liquidity, including access to credit markets, to address its maturities. Fitch calculates unadjusted gross leverage of 3.6x (including NCM dividend), and interest coverage at 5.2x as of March 31, 2017. FULL LIST OF RATING ACTIONS Fitch currently rates Regal and Regal Cinemas as follows: Regal -- Long-Term Issuer Default Rating (IDR) 'B+'; -- Senior unsecured notes 'B+'/'RR4'. Regal Cinemas -- Long-Term IDR 'B+'; -- Senior secured credit facility 'BB+'/'RR1'. The Rating Outlook is Stable. RETAIL DESIGNS: Can't Use Symetra Life's Cash Collateral -------------------------------------------------------- The Hon. Caryl E. Delano of the U.S. Bankruptcy Court for the Middle District of Florida has entered an agreed order granting Symetra Life Insurance Company's motion to prohibit Retail Designs, LLC, and its debtor-affiliates' use of cash collateral. The Debtors are prohibited from any use of Symetra's cash collateral, unless and until they obtain the express written consent of Symetra or an court order authorizing the Debtors' use of Symetra's cash collateral. The Debtors will establish and maintain a segregated account in which they will deposit all proceeds and income, including all proceeds from any prepetition leases, which are subject to the security interests of Symetra. At Symetra's request, the Debtors will account to Symetra on a weekly basis for all cash collateral received by the Debtors. The Debtors will timely perform all obligations of a debtor-in-possession. Upon reasonable notice, and provided that it does not unreasonably interfere with the business of the Debtors, the Debtors will grant to Symetra access to the Debtors' business records and premises for inspection. The Debtors will maintain insurance coverage for its property in accordance with its obligations under all loan and security documents with Symetra. About Retail Designs Retail Designs, LLC, operates the Super 8 Motel located at 9020 Fayette Landings Shopping Center, in Oak Hill, West Virginia. Retail Designs filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 17-02044) on March 13, 2017. The petition was signed by William A. Abruzzino, its managing member. The Debtor is represented by Michael R. Dal Lago, Esq., at Dal Lago Law. At the time of filing, the Debtor had estimated both assets and liabilities to be less than $50,000. RICHARD PHILLIPS: Trustee Selling Austin Property for $2.9M ----------------------------------------------------------- Jay H. Ong, Trustee of Richard Mark Phillips, asks the U.S. Bankruptcy Court for the Western District of Texas to authorize the sale of residential real estate lot, including a house, lot and boat slip, located at 4805 Precipice Cove, Austin, Texas, to Brian Follett for $2,900,000. Prior to the Trustee's appointment, on March 10, 2017, the Debtor filed his Original Sale Motion to sell the Property free and clear of all liens claims and encumbrances. The Debtor and his non-debtor spouse, Nancy Lopez-Phillips, purchased the Property in 2011. They have claimed the Property as exempt from their bankruptcy estate. Further, the Original Sale Motion includes as an exhibit a Consent and Waiver executed by Mrs. Lopez-Phillips, dated as of March 10, 2017, pursuant to which she affirmed her consent to sell the Property, including any and all interests she may have therein, without the necessity of an adversary proceeding to determine same. The Trustee understands that, while the Property has been exempted by the Debtor and his non-debtor spouse, the motivation behind the desire to sell the Property in the Bankruptcy Case substantially stems from two critical considerations. First, the Property is encumbered with a Deed of Trust securing that certain Adjustable Rate Note, dated Jan. 13, 2012, payable to First Lockhart National Bank. As of March 20, 2017, the unpaid principal balance on the Note was alleged to be $1,443,217. The current monthly debt service payment is $15,677. Neither the estate, the Debtor nor Mrs. Lopez-Phillips have the financial means to pay the monthly debt service on the Note. Accordingly, on March 21, 2017, First Lockhart filed its 362 Motion, pursuant to which it sought the Court's order modifying the automatic stay in order to allow First Lockhart to exercise its legal rights and remedies with respect to the Property. On May 11, 2017, the Court entered its order, the form of which was agreed to by the Trustee, the Debtor and Mrs. Lopez-Phillips, which terminates the automatic stay to allow First Lockhart to post the Property for a foreclose sale to take place no earlier than July 4, 2017, if the Property is not sold for an amount sufficient to pay First Lockhart's allowed claim in full prior to that date. The second major consideration is the fact that the Debtor and his non-debtor spouse are in the midst of a divorce. As a result, they have no further interest in maintaining their ownership of the Property because continued cohabitation appears infeasible. In addition, the Property is a encumbered by a federal tax lien asserted in favor of the Internal Revenue Service in the amount of not less than $1,192,928. On March 10, 2017, the Debtor filed his RE Agent Application, under which the Debtor proposed to engage Peggy Duran and AustinRealEstate.com, a licensed real estate brokerage firm ("RE Firm"), to market and sell the Property, and to pay the RE Firm a 6% commission based on the gross sale price for the Property. The Motion to Sell and RE Agent Application were both served upon Mrs. LopezPhillips. Upon information and belief, the Debtor's proposed real estate agent, Ms. Peggy Duran, was originally proposed by Mrs. Lopez-Phillips. On March 13, 2017, the Debtor filed his supplement to the RE Agent Application, under which he formally disclosed the Listing Agreement applicable to the RE Agent Application. On March 14, 2017, following hearings conducted by the Court, the Court entered its orders granting the Original Sale Motion and RE Agent Application. The Trustee has worked to ensure reasonable access by his real estate agent and potential purchasers to view the Property, ensured the diligent marketing of the Property, coordinated with the Debtor and Mrs. Lopez-Phillips with respect to same, and coordinated with potential purchasers to discuss and negotiate potential terms of sale. Through those efforts, the Trustee was presented with a potential, unsigned sale offer by the Buyer. The Trustee is informed that the Buyer is a prior acquaintance and neighbor of the Debtor and Mrs. Lopez-Phillips. Since the time that the original sale offer was received from the Buyer, the Trustee has negotiated with him the terms of sale. On May 10, 2017, the Trustee and Debtor executed the proposed Residential Sale Contract with the Buyer, pursuant to which the latter has agreed to purchase the Property for $2,900,000. Mrs. Lopez Phillips has not signed the Sale Contract. The Sale Contract provides for an "as is, where is" sale to close by June 9, 2017. Critically, because the Buyer offer was facilitated by the Debtor and Mrs. Lopez-Phillips' prior relationship with the Buyer, and in consideration of its timing, the real estate agent and RE Firm have agreed to accept a reduced 3% commission, with the purchasers utilizing no agent. Thus, the commission to be paid is 3% instead of 6%. Based upon the Trustee's calculations, after paying the 3% commission, the proposed Sale Contract would produce net proceeds sufficient to pay First Lockhart and the IRS in full. The Sale Contract includes, in addition to all fixtures (including a boat-slip), a 2010 Correct Craft Air Nautique ("Boat"), which the Debtor values at $40,000. The Debtor has not claimed the Boat as exempt, and has consented to its sale under the Sale Contract. The Trustee has also consented to include the Boat under the Sale Contract. A copy of the Sale Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Richard_Phillips_139_Sales.pdf Mrs. Lopez-Phillips may claim an ownership interest, or a security interest, in the Boat. She previously requested that the Boat be excluded from the Sale Contract on the basis that she owns it. In support, she presented a Boat Note allegedly granted to her by the Debtor as of Sept. 6, 2016, that memorializes: (i) a $40,000 loan procured by her to pay certain mortgage payments to First Lockhart, as well as other referenced credit card debts; and (ii) the Debtor's agreement to "assign title" to her, in order to secure the repayment of the $40,000 loan. Upon information and belief, prior to the Petition Date, the Debtor has transferred certain sums to or for the benefit of Mrs. Lopez-Phillips, in order to repay a portion of the Boat Note. The Trustee has not yet been provided a copy of the title to the Boat, but understands that Mrs. Lopez-Phillips' name appears on the title and/or that she holds the title in her actual possession. In any event, the Boat Note was a security transaction granted to an insider of the Debtor within a year of the Petition Date, in order to secure antecedent debts, and it may also constitute an actually or constructively fraudulent transfer. As a result, it appears that the security interest in connection with the Boat Note is avoidable as a preferential or fraudulent transfer. The Trustee would consent to retaining $38,000 of the net Sale Proceeds in escrow pending the Court's entry of an order resolving the Boat and Boat Note disputes. Such a structure is already contemplated by the parties. There clearly is a sound business reason for the sale. While the Property has been claimed exempt, both the Debtor and his non-debtor spouse have expressly consented to the sale of the Property in the Bankruptcy Case, substantially due to the fact that they cannot afford the monthly mortgage payment, and the sale will provide them needed, liquid funds. The sale will also substantially benefit the estate because it will resolve the secured claims of First Lockhart and the IRS, disposes of the burdensome Boat, and eliminate the expenses being incurred to maintain the Property and the Boat. Accordingly, the Trustee asks the Court to approve (i) the sale of Property to the Buyer free and clear of all liens, claims and encumbrances; (ii) the Trustee's payment of First Lockhart's and the IRS' undisputed claims from the sale proceeds at closing of the Sale Contract; (iii) the Trustee to deposit and hold, in escrow, amounts corresponding to any and all fee amounts asserted by First Lockhart that are disputed as of the closing (including an additional $10,000 to cover any additionally awarded fees), pending disposition by the Court; (iv) the Trustee to deposit and hold, in escrow, $38,000 in net proceeds of the Sale Contract to preserve disputes with respect to proceeds corresponding to the Boat, pending disposition by the Court. As discussed with the Court on the record at hearings held on May 11, 2017, because of the timing considerations set forth, expedited consideration of the Motion is being requested. For the same reasons, the Trustee further asks, pursuant to Rule 6004(h) of the Federal Rules of Bankruptcy Procedure, the Court to waive the 14-day automatic stay of any final order granting the Motion and orders that the final relief requested may be immediately available upon the entry of an Order granting same. The Purchaser can be reached at: Brian Follett E-mail: lakeaustin123@gmail.com The Purchaser is represented by: Robert J. Wilson 9951 Anderson Mill Road #200 Austin, TX 78750 Telephone: (512) 258-2244 x 102 Facsimile: (512) 335-4400 E-mail: BobWilson@wsrlaw.com Richard Mark Phillips filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 17-10068) on Jan. 18, 2017, and is represented by B. Weldon Ponder, Jr., Esq. Jay H. Ong was appointed as the Chapter 11 Trustee for the Debtor on April 26, 2017. ROMAN HILL: Proposes to Pay Unsecured Creditors in Full Over 96 Mos ------------------------------------------------------------------- Unsecured creditors of Roman Hill, LLC, will be paid in full under the company's proposed Chapter 11 plan. Under the plan, creditors holding Class 5 general unsecured claims will be paid in full at the federal judgment rate of interest as of the confirmation date in equal monthly installments. Payments will begin on the 10th day of the first month after the plan takes effect and amortized over 96 months from the effective date. Class 5 is impaired and general unsecured creditors are entitled to vote to accept or reject the proposed plan. Funds necessary to make the payments under the plan will be provided by Roman Hill, the guarantor of all the company's debts and equity security holder of the company, according to the disclosure statement filed on May 9 with the U.S. Bankruptcy Court for the Northern District of Georgia. A copy of the disclosure statement is available for free at https://is.gd/f3RqCz About Roman Hill LLC Roman Hill, LLC is a company owned by Roman Hill, an emergency room physician. It is the former company that Dr. Hill operated his medical practice out of. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 17-53700) on March 1, 2017. At the time of the filing, the Debtor estimated assets of less than $1 million. The Debtor is represented by Will B. Geer, Esq., at The Law Office of Will B. Geer, LLC. No trustee has been appointed in the Debtor's case. RUE21 INC: Gordon Brothers Overseeing Store Closing Sales --------------------------------------------------------- rue21, inc. and its debtor affiliates have filed a motion seeking to assume a consulting agreement dated as of April 7, 2017, with Gordon Brothers Retail Partners, which is overseeing the store closing sales of the Debtors. The Debtors' management team, in the exercise of their sound business judgment and in consultation with their advisors ultimately determined that it is appropriate to close at least 396 underperforming brick and mortar store locations. The Debtors reserve their rights to add or remove stores from that list in the exercise of their reasonable business judgment. The list of Closing Stores attached to the Consulting Agreement is available at: http://bankrupt.com/misc/rue21_Store_Closing_M.pdf The Debtors thereafter engaged Gordon Brothers to begin liquidating: (a) the saleable inventory located in the Stores as of April 14, 2017 and certain inventory that was then located in the Debtors' distribution center; and (b) the furniture, fixtures, and equipment located in the Stores, and otherwise preparing the Stores for turnover to the applicable landlords on the terms set forth in the Consulting Agreement. The liquidation of the Store Closure Assets is expected to yield approximately $37 million in net proceeds. The Store Closings began on April 14, 2017, and are expected to continue until at least June 25, 2017. The Debtors are seeking to assume the Consulting Agreement and allow the Consultant to continue its work uninterrupted. Pursuant to the Consulting Agreement, Gordon Brothers agrees to (a) provide the Debtors with qualified supervisors as independent contractors to oversee the management of the Closing Stores; (b) determine the appropriate pricing for the Store Closing Assets, staffing levels for the Closing Stores, and advertising for the Store Closing Sales; (c) coordinate with the landlords and any other tenants or subtenants, as necessary; (d) maintain housekeeping standards, including safekeeping and oversight of the stores; and (e) clean the premises to "broom clean" condition at the conclusion of the store closing process. Under the terms of the Consulting Agreement, in consideration of the services to be rendered, the Debtors will provide the Consultant with a fee equal to a percentage of the gross proceeds of all sales of Merchandise during the Sale Term, capped at 1.5% of the Gross Proceeds. The Consultant may also sell certain furniture, fixtures, and equipment ("Offered FF&E") in the Stores at the direction of the Debtors, and will receive a commission equal to 20% of the gross sales of Offered FF&E, net only of sales tax (the "FF&E Commission"). In addition, the Debtors will reimburse the Consultant for certain reasonable out-of-pocket expenses incurred in connection with the sale or other disposition of the Store Closing Assets, subject to a cap. Gordon Brothers can be reached at: Mackenzie Shea GORDON BROTHERS RETAIL PARTNERS, LLC 800 Boylston Street, 27th Floor Boston, MA 02199 E-mail address: mshea@gordonbrothers.com Gordon Brothers' attorneys: Jeffrey M. Wolf, Esq. GREENBERG TRAURIG, LLP One International Place, Suite 200 Boston, MA 02110 E-mail: wolfje@gtlaw.com About rue21 rue21 -- http://www.rue21.com/-- is a teen specialty apparel retailer. For over 37 years, rue21 has been famous for offering the latest trends at an affordable price point. It has core brands brands in girls' apparel (rue21), intimate apparel (true), girls' accessories (etc!), girls' cosmetics (ruebeaute!), guys' apparel and accessories (Carbon), girls' plus-size apparel (rue+), and girls' swimwear (ruebleu). The company is headquartered in Warrendale, Pennsylvania and have one distribution center located in Weirton, West Virginia. Headquartered just north of Pittsburgh, Pennsylvania, rue21 had 1,179 stores in 48 states in shopping malls, outlets and strip centers, and on its website. In April, Company began the process of closing approximately 400 underperforming stores in its 1,179 store fleet in order to streamline operations. On May 15, 2017, rue21, inc., and affiliates Rhodes Holdco, Inc. r services, llc, and rue services corporation filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Lead Case NO. 17-22045). Todd M. Lenhart, the Company's senior vice president, treasurer, chief financial officer, and chief accounting officer, signed the petitions. The Debtors have sought joint administration of the Chapter 11 cases. The Honorable Gregory L. Taddonio is the case judge. The Debtors tapped Reed Smith LLP as local counsel; Kirkland & Ellis LLP as bankruptcy counsel; Rothschild Inc., as investment banker; Berkeley Research Group, LLC, as financial advisor; A&G Realty Partners, LLC, as real estate advisor and consultant; and Kurtzman Carson Consultants LLC as claims and notice agent. rue21 estimated $1 billion to $10 billion in assets and liabilities. The Consenting Term Loan Lenders are represented by Jones Day's Scott J. Greenberg, Esq., and Michael J. Cohen, Esq. The Sponsor Lenders are represented by Simpson Thacher & Bartlett's Elisha D. Graff, Esq. An Ad Hoc Cross-Holder Group is represented by Milbank, Tweed, Hadley & McCloy's Gerard Uzzi, Esq., and Eric Stodola, Esq. RUE21 INC: May Close More Stores Absent Rent Concessions -------------------------------------------------------- Teen specialty apparel retailer rue21, Inc., which has 1,179 stores in 48 states, said in a court filing that the company began the process of closing 396 stores in April, and may close additional stores during its Chapter 11 cases. Stephen L. Coulombe, managing director at Berkeley Research Group, LLC, the financial advisor to the Debtors, said in a filing with the U.S. Bankruptcy Court for the Western District of Pennsylvania that a key component of the Debtors' strategy is to right-size their operations by closing unprofitable stores. He says that such closures will help improve profitability, increase the Debtors' liquidity, and allow the Debtors to focus their efforts around a smaller footprint of more profitable stores. The Debtors and their advisors have identified 396 stores that require prompt closure and this process began prepetition, on or about April 14, 2017. The stores to be closed -- following liquidation of their inventory -- are predominantly standalone rue21-branded retail and clearance outlet stores. In formulating the list of Closing Stores, the Debtors considered, among other factors, historical store profitability, recent sales trends, the geographic market in which each store is located, the potential to realize negotiated rent reductions with applicable landlords, and specific circumstances related to a store's performance. Many of the Closing Stores are located in geographic markets that the Debtors have made a strategic decision to exit (or to consolidate multiple stores in the region), have experienced poor or negative sales trends, and no longer fit within the Debtors' business plan. The liquidation of the assets in the Closing Stores is expected to yield approximately $37 million in net proceeds. According to Mr. Coulombe, in order to maximize value for their creditors, the Debtors may need to close additional stores during these chapter 11 cases (such stores, the "Additional Closing Stores," and together with the Closing Stores, the "Stores"). The decision to add any Additional Closing Stores will be made by the Debtors in the exercise of their reasonable business judgment and in consultation with their advisors based upon continued evaluation of performance and whether the Debtors are able to negotiate rent concessions. Although the Debtors do not currently have any plans to close any Additional Closing Stores, they continue to evaluate their retail footprint on a store-by-store basis, and may close stores whose performance falls below benchmark performance metrics during these chapter 11 cases. The Store Closing Sales will continue until at least June 11, 2017 (which date may be extended for any Additional Stores). The Debtors have also determined that the leases for the Closing Stores are not marketable and have determined to reject those leases upon completion of the Store Closings. According to the Debtors, delaying the Store Closings and Store Closing Sales may cause the Debtors to pay additional postpetition rent at many of these stores, at a possible cost to the estate of up to $3.5 million per month. BRG was retained to serve as financial advisor for the Debtors on Feb. 17, 2017. About rue21 rue21 -- http://www.rue21.com/-- is a teen specialty apparel retailer. For over 37 years, rue21 has been famous for offering the latest trends at an affordable price point. It has core brands brands in girls' apparel (rue21), intimate apparel (true), girls' accessories (etc!), girls' cosmetics (ruebeaute!), guys' apparel and accessories (Carbon), girls' plus-size apparel (rue+), and girls' swimwear (ruebleu). The company is headquartered in Warrendale, Pennsylvania and have one distribution center located in Weirton, West Virginia. Headquartered just north of Pittsburgh, Pennsylvania, rue21 had 1,179 stores in 48 states in shopping malls, outlets and strip centers, and on its website. In April, Company began the process of closing approximately 400 underperforming stores in its 1,179 store fleet in order to streamline operations. On May 15, 2017, rue21, inc., and affiliates Rhodes Holdco, Inc. r services, llc, and rue services corporation filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Lead Case NO. 17-22045). Todd M. Lenhart, the Company's senior vice president, treasurer, chief financial officer, and chief accounting officer, signed the petitions. The Debtors have sought joint administration of the Chapter 11 cases. The Honorable Gregory L. Taddonio is the case judge. The Debtors tapped Reed Smith LLP as local counsel; Kirkland & Ellis LLP as bankruptcy counsel; Rothschild Inc., as investment banker; Berkeley Research Group, LLC, as financial advisor; A&G Realty Partners, LLC, as real estate advisor and consultant; and Kurtzman Carson Consultants LLC as claims and notice agent. rue21 estimated $1 billion to $10 billion in assets and liabilities. The Consenting Term Loan Lenders are represented by Jones Day's Scott J. Greenberg, Esq., and Michael J. Cohen, Esq. The Sponsor Lenders are represented by Simpson Thacher & Bartlett's Elisha D. Graff, Esq. An Ad Hoc Cross-Holder Group is represented by Milbank, Tweed, Hadley & McCloy's Gerard Uzzi, Esq., and Eric Stodola, Esq. RUE21 INC: Reduction in Force Program to Continue ------------------------------------------------- rue21, Inc., said the Company's "reduction in force" program will continue to be rolled out while it is undergoing a Chapter 11 restructuring to account for the closure of its stores. In April, the Company began liquidating inventory and/or exiting approximately 400 of its underperforming stores, which will reduce its retail footprint from 1,179 to approximately 800 stores. Rue21 employs approximately 15,800 employees, including 3,500 full-time and 12,300 part-time. Todd M. Lenhart, the Company's acting CFO, said in a filing with the U.S. Bankruptcy Court for the Western District of Pennsylvania that prior to the May 15, 2017 bankruptcy petition date, the Debtors instituted a "reduction in force" program that will continue to be rolled out following the Petition Date. This program is designed to reduce the Debtors' total employee headcount (and related costs) to account for the Debtors' decreasing number of stores. In order to ensure that employees that will be affected by the ongoing reduction in force continue to provide services to the Debtors during this critical period, the Debtors have offered certain employees non-insider severance packages that are consistent with historical practice and are payable at the completion of each employee's agreed employment period. "The Debtors have requested authority to continue and pay these non-insider severance payments in the ordinary course, in order to ensure that employees affected by the reduction in force provide services for a period of time necessary to support the Debtors' ongoing store liquidation sales at certain locations and to maintain employee morale and expectations at this critical juncture. I believe that this program is critical to ensure that the Debtors' current employees continue to provide services that are necessary to maximize value on account of the current store closing process, Mr. Lenhart said. Severance and Store Closing Retention Bonuses In the ordinary course of business, the Debtors maintain an informal severance program for all non-executive, non-insider Employees. Certain Employees are eligible for severance benefits if such non-executive, non-insider Employee are eligible Employees are entitled to receive payments at base compensation levels (based on their job position) and are entitled to participate in the Company's medical plan, prescription plan, dental plan, vision plan, and flexible spending plan (the "Non Insider Severance Benefits") for a prescribed period of time. The Company says continuing to honor non-insider severance benefits is critical to ensuring that key employees that will be affected by the ongoing reduction in force will continue to provide critical services to the Debtors during the ongoing store-closing process. As of the Petition Date, the Debtors believe that 129 Employees that were severed prior to the Petition Date in connection with the Debtors' ongoing "reduction in force" program are owed $245,000 in accrued but unpaid non-insider severance benefits. In addition to non-insider severance payments, store managers and district managers managing stores that will be closed in conjunction with the Chapter 11 cases are eligible for a short-stay bonus on account of continued employment with the Debtors during the duration of the store closing process. Amenable store managers are eligible to earn a Store Closing Retention Bonus in an amount equal to up to four weeks' pay, and amenable district managers are eligible to earn a Store Closing Retention Bonus of up to eight weeks' pay. The Debtors have asked the Court for authorization to pay obligations under the Store Closing Retention Bonuses on a postpetition basis in the ordinary course of business. About rue21 rue21 -- http://www.rue21.com/-- is a teen specialty apparel retailer. For over 37 years, rue21 has been famous for offering the latest trends at an affordable price point. It has core brands brands in girls' apparel (rue21), intimate apparel (true), girls' accessories (etc!), girls' cosmetics (ruebeaute!), guys' apparel and accessories (Carbon), girls' plus-size apparel (rue+), and girls' swimwear (ruebleu). The company is headquartered in Warrendale, Pennsylvania and have one distribution center located in Weirton, West Virginia. Headquartered just north of Pittsburgh, Pennsylvania, rue21 had 1,179 stores in 48 states in shopping malls, outlets and strip centers, and on its website. In April, Company began the process of closing approximately 400 underperforming stores in its 1,179 store fleet in order to streamline operations. On May 15, 2017, rue21, inc., and affiliates Rhodes Holdco, Inc. r services, llc, and rue services corporation filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Lead Case NO. 17-22045). Todd M. Lenhart, the Company's senior vice president, treasurer, chief financial officer, and chief accounting officer, signed the petitions. The Debtors have sought joint administration of the Chapter 11 cases. The Honorable Gregory L. Taddonio is the case judge. The Debtors tapped Reed Smith LLP as local counsel; Kirkland & Ellis LLP as bankruptcy counsel; Rothschild Inc., as investment banker; Berkeley Research Group, LLC, as financial advisor; A&G Realty Partners, LLC, as real estate advisor and consultant; and Kurtzman Carson Consultants LLC as claims and notice agent. rue21 estimated $1 billion to $10 billion in assets and liabilities. The Consenting Term Loan Lenders are represented by Jones Day's Scott J. Greenberg, Esq., and Michael J. Cohen, Esq. The Sponsor Lenders are represented by Simpson Thacher & Bartlett's Elisha D. Graff, Esq. An Ad Hoc Cross-Holder Group is represented by Milbank, Tweed, Hadley & McCloy's Gerard Uzzi, Esq., and Eric Stodola, Esq. RUE21 INC: Unsecureds Who Back Anticipated Plan to Get 4% Equity ---------------------------------------------------------------- rue21, Inc., and its affiliates say they have arrived in chapter 11 with a transaction structure and process that they believe will preserve and capitalize on the value inherent in their business and brand. That transaction structure, as set forth in a Restructuring Support Agreement, dated as of May 15, 2017, provides for these distributions pursuant to the Debtors' anticipated chapter 11 plan of reorganization: (a) the $50 million new-money DIP Term Loan Facility will be converted into a $50 million exit facility on the effective date of a chapter 11 plan; (b) the $100 million "roll-up" DIP Term Loan Facility will be converted into 77% of the equity interests in reorganized rue21, inc.; (c) the Term Loan Lenders' prepetition claims will be converted into 19% of the equity interests in reorganized rue21, inc.; and (d) to the extent unsecured creditors accept such plan, they will receive 4% of the equity interests in reorganized rue21, inc. and its interests in the proceeds of specified avoidance actions. If general unsecured creditors vote to reject the plan, then they will not receive a distribution, and the Term Loan Lenders' prepetition claims will be converted into 80% of the equity interests in reorganized rue21, inc. and the Term Loan Lenders' prepetition claims will be converted into 20% of the equity interests in reorganized rue21, inc. Parties to the Restructuring Support Agreement include the lenders under the Term Loan Credit Agreement, the term loan lenders that have agreed to provide $150 million in new money loans and roll up $100 million of loans -- Consenting Term Loan Lenders -- and affiliates of Apax Partners, LLP, that own the equity interests in the Debtors. As of May 17, 2017, the Debtors have not yet filed a Chapter 11 plan and disclosure statement. Todd M. Lenhart, the Company's acting CFO, says a confluence of factors contributed to the Debtors' need to commence the chapter 11 cases. These include the general downturn in the retail industry, decreased sales and increased operating costs, the shift away from brick-and-mortar retail sales to online channels, and the tightening of trade credit in the months prior to the Petition Date. Other factors include the Debtors' merchandising strategy and issues with e-commerce fulfillment by the Debtors' outgoing third-party outsourcing services provider. All of these factors have impaired the Debtors' liquidity, their ability to continue as a going concern without instituting a comprehensive balance sheet restructuring, and their ability to maintain their existing capital structure. Prepetition Capital Structure As of the Petition Date, the Debtors' capital structure consisted of outstanding funded-debt obligations in the aggregate principal amount of approximately $832 million, comprising: * $72 million outstanding under a senior secured revolving credit facility (the ABL Facility), pursuant to an ABL Credit Agreement, dated as of October 10, 2013, with Bank of America, N.A. as administrative agent (the "ABL Agent"). * $521 outstanding under a senior secured term loan facility (Term Loan Facility), pursuant to a Credit Agreement, dated as of October 10, 2013, Wilmington Savings Fund Society, FSB, as successor to JPMorgan Chase Bank, N.A., as administrative and collateral agent * $239 million outstanding under unsecured notes pursuant to an certain Indenture, dated as of October 10, 2013, with Wells Fargo Bank, N.A. as Indenture Trustee. As of the Petition Date, Apax owns approximately 98.3% of the issued and outstanding common equity interests of Rhodes Holdings LP, a non-debtor limited partnership affiliated with Apax that owns (directly or indirectly) the intermediate holding companies and the operating companies, including rue21, Inc. $50 Million in New Money Loans To fund the administration of the chapter 11 cases, the ABL Lenders and a subset of the Term Loan Lenders have each agreed to provide the Debtors with debtor-in-possession financing, consisting of a postpetition ABL facility and a postpetition term loan facility, respectively (collectively, "DIP Financings"). Specifically, the ABL Lenders have agreed to continue to provide a $125 million postpetition DIP ABL Credit Facility on terms similar to those provided under the Debtors' existing asset-based lending facility (the "DIP ABL Credit Facility"). The Debtors intend to use the proceeds from the sale of their inventory to pay down the ABL Facility, and to then draw on the DIP ABL Credit Facility to fund their working capital needs during the pendency of these chapter 11 cases. This process is substantially similar to the Debtors' prepetition cash management process. As a result, it is anticipated that (subject to approval by the Court), the ABL Lenders' $80 million in outstanding prepetition loans will be converted to postpetition debtor-in-possession loans on a rolling basis. In addition, and only upon entry of a interim order approving the Debtors' proposed postpetition financings, it is anticipated that the ABL Facility will be refinanced in full by loans provided under the DIP ABL Credit Facility. In early May 2017, a subset of Term Loan Lenders committed to backstop a $150 million financing, required to support the Debtors' estates during these cases (the "DIP Term Loan Facility") on the basis of a financing and restructuring term sheet (the "Restructuring Term Sheet") agreed upon by the Debtors and such lenders, which provided for a commitment for up to $50 million in new money loans and the conversion of up to $100 million of Prepetition Term Loans, owing to the Term Loan DIP Lenders into postpetition DIP Term Loans (each as defined in the Brownstein Declaration) (the "Roll-Up Loans") upon entry of the interim order approving the Debtors' entry into the DIP Term Loan Facility. Both the DIP Term Loan Facility and the DIP ABL Facility are critical to the Debtors' ability to operate postpetition, including by providing sufficient liquidity to fund the administrative costs of these chapter 11 cases and, importantly, payments to vendors and other participants in the Debtors' supply chain to ensure the free flow of inventory to the Debtors' stores and customers. The milestones under the DIP Financing agreements include: * on or before 15 days after the Petition Date, the Debtors shall have filed a chapter 11 plan and disclosure statement; * on or before 50 days after the Petition Date, the Debtors will secure entry of an order approving their disclosure statement and voting and solicitation procedures; * on or before 105 days after the Petition Date, the Debtors will secure entry of an order confirming their chapter 11 plan; and * on or before 115 days after the Petition Date, the effective date of the chapter 11 plan shall have occurred and the Debtors shall have emerged. The Debtors believe that the chapter 11 cases and the liquidity to be provided under their postpetition debtor-in-possession financing facilities will permit them to return to normalized trade terms with the vendor community and to negotiate rent concessions with certain landlords. The Consenting Term Loan Lenders tapped (a) Jones Day as counsel (b) PJT Partners ("PJT") as financial advisor; and (c) Appel Associates LLC as operational consultant. The Sponsor Lenders tapped Simpson Thacher & Bartlett LLP as counsel. The ad hoc group of existing cross-holders tapped Milbank, Tweed, Hadley & McCloy LLP as counsel. The Debtors can be reached at: Rhodes Holdco, Inc. 601 Lexington Avenue, 53rd Floor New York, New York 10022 Attention: Vivek Vyas Telephone: 212-753-6300 E-mail: vivek.vyas@apax.com - and - rue21, inc. 800 Commonwealth Dr. Warrendale, PA 15086 Attention: Keith A. McDonough Telephone: 724-776-7461 E-mail: kmcdonough@rue21.com Bank of America can be reached at: Bank of America, N.A. 100 Federal Street Boston, MA 02110 Attention: Andrew Cerussi Telephone: 617-434-9398 Email: andrew.cerussi@baml.com About rue21 rue21 -- http://www.rue21.com/-- is a teen specialty apparel retailer. For over 37 years, rue21 has been famous for offering the latest trends at an affordable price point. It has core brands brands in girls' apparel (rue21), intimate apparel (true), girls' accessories (etc!), girls' cosmetics (ruebeaute!), guys' apparel and accessories (Carbon), girls' plus-size apparel (rue+), and girls' swimwear (ruebleu). The company is headquartered in Warrendale, Pennsylvania and have one distribution center located in Weirton, West Virginia. Headquartered just north of Pittsburgh, Pennsylvania, rue21 had 1,179 stores in 48 states in shopping malls, outlets and strip centers, and on its website. In April, Company began the process of closing approximately 400 underperforming stores in its 1,179 store fleet in order to streamline operations. On May 15, 2017, rue21, inc., and affiliates Rhodes Holdco, Inc., r services, llc, and rue services corporation filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Lead Case NO. 17-22045). Todd M. Lenhart, senior vice president, treasurer, chief financial officer, and chief accounting officer, signed the petitions. The Debtors have sought joint administration of the Chapter 11 cases. The Honorable Gregory L. Taddonio is the case judge. The Debtors tapped Reed Smith LLP as local counsel; Kirkland & Ellis LLP as bankruptcy counsel; Rothschild Inc., as investment banker; Berkeley Research Group, LLC, as financial advisor; A&G Realty Partners, LLC, as real estate advisor and consultant; and Kurtzman Carson Consultants LLC as claims and notice agent. rue21 estimated $1 billion to $10 billion in assets and liabilities. Consenting Term Loan Lenders' attorneys: Jones Day 250 Vesey Street New York, New York 10281 Attn: Scott J. Greenberg Michael J. Cohen E-mail: sgreenberg@jonesday.com mcohen@jonesday.com Sponsor Lenders' attorneys: Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017 Attn: Elisha D. Graff E-mail: egraff@stblaw.com Ad Hoc Cross-Holder Group's attorneys: Milbank, Tweed, Hadley & McCloy LLP 28 Liberty Street New York, New York 10005 Attn: Gerard Uzzi Eric Stodola E-mail: guzzi@milbank.com estodola@milbank.com RYERSON HOLDING: S&P Raises CCR to 'B'; Outlook Stable ------------------------------------------------------ S&P Global Ratings raised its corporate credit rating on Ryerson Holding Corp. to 'B' from 'B-'. The outlook is stable. At the same time, S&P raised its issue-level rating on the company's $650 million senior secured notes to 'B' from 'B-'. The '4' recovery rating on the notes is unchanged, which indicates S&P's expectation of average (30%-50%; rounded estimate: 40%) recovery in the event of a payment default. "The upgrade to 'B' from 'B-' reflects our view that Ryerson's credit measures are improving due to a more moderate capital structure caused by reduced debt and an equity issuance," said S&P Global Ratings credit analyst William Ferara. In 2016, the company issued about $72 million in equity and used the majority of the proceeds to pay down its 11.25% notes due in 2018. The company's operating performance and EBITDA margin improvement is benefitting from an ongoing focus on higher margin, value-added products, cost cutting, stronger end-market demand, and somewhat stable metals prices. The stable outlook reflects S&P's expectation of improving demand, supportive macroeconomic conditions, and adequate credit metrics for the rating over the next 12 months. S&P expects the company's debt to EBITDA will be about 5x to 6x and adjusted EBITDA margins will be roughly 7% over the next 12 months. S&P could lower the ratings if there is a material decline in commodity prices or demand such that adjusted debt leverage were sustained above 8x, which could occur if EBITDA margin fell by about 200 basis points. While S&P do not view this scenario as likely over the next 12 months given its view of the overall economic backdrop and support from trade policies, this risk still persists given inherently volatile industry conditions. S&P views an upgrade as unlikely over the next 12 months given the broader risk profile of the service center industry and the company's financial sponsor ownership. If the company is able to sustain debt leverage below 4x, considering broadly stable metals market conditions, and an expectation exists that the sponsor and management are committed to operating at lower levels of leverage, S&P could raise the rating. An improvement in EBITDA margins of over 200 basis points, which is unlikely over the next 12 months, would be needed before the rating could be considered for an upgrade. SANDFORD AND SON: To Pay Debts Through $2K Monthly Budget Surplus ----------------------------------------------------------------- Sandford and Son filed with the U.S. Bankruptcy Court for the Eastern District of Pennsylvania a joint disclosure statement regarding the Chapter 11 plan for the Debtor and Jay Sandford dated May 3, 2017. The Debtors intend to pay the allowed claims against the estates using a combination of the monthly budget surplus of at least $2,284 and the sale of property Administrative expenses at the Confirmation Date for Debtors' attorney, John M. Keating, are presently unknown. However, Debtors anticipate that they will be asserted in at least the very approximate amount of $65,000 to $70,000. In addition, the Debtors must pay a quarterly fee to the U.S. Trustee of $325 each for each quarter in which disbursements were less than $15,000, $650 for each quarter in which disbursements were $15,000 or more but less than $75,000, and $975 for each quarter in which disbursements were $75,000 or more but less than $150,000. All Administrative Claims are subject to allowance by the Court and its determination of the reasonableness of the amounts; any party in interest can object to any claim for administrative fees and expenses. The holders of allowed claims which are Administrative Claims will receive, on account of claims, cash in the amount of the claims (i) as soon as practical on or after the Effective Date or (ii) at the option of the Debtors, in accordance with the ordinary business terms of payment of the claims. Professionals employed at the expenses of the estates of the Debtors and entities who may be entitled to reimbursement or the allowance of fees and expenses from the estates of the Debtors pursuant to subparagraphs (2) through (6) of Section 503(b) of the Bankruptcy Code, will receive cash in the amount awarded to professionals and entities at times and only in accordance with a final court order. The Disclosure Statement is available at: http://bankrupt.com/misc/paeb14-18330-229.pdf As reported by the Troubled Company Reporter on March 27, 2017, the Debtor asked the Court to approve the disclosure statement explaining the Chapter 11 plan of reorganization for Jay Sandford and the company. The plan proposes to pay claims through a combination of the monthly budget surplus of at least $1,097 and the sale of Mr. Sandford's real property located at 3054 Limekiln Pike, Glenside, Pennsylvania. About Sandford and Son Sandford and Son filed a Chapter 11 petition (Bankr. E.D. Pa. Case No. 14-18330) on Oct. 17, 2014. Jay Sandford also sought Chapter 11 protection (Case No. 14-18364). Jay Sandford started buying investment properties in Philadelphia in the 1970s with his late father, Walter Sandford (former jointly administered debtor in this case), which they rented out to tenants. The Hon. Jean K. FitzSimon presides over the cases. Sandford and Son estimated assets and liabilities of $1 million to $10 million. SASSAFRAS HILL: Secured Creditor to Get $5,744 in 1 Yr, Plus 4.25% ------------------------------------------------------------------ Sassafras Hill Communications, Inc., filed with the U.S. Bankruptcy Court for the District of Alaska a plan of reorganization and disclosure statement. NLACo, which holds a secured claim totaling $67,377.56, will be paid $5,744.80 per month, with the payments to begin July 2017 and end July 2018. The payments will accrue interest at 4.25% per annum. The secured claim will be paid via the exit financing mechanism. The Debtor believes that the monthly lease payment from Verizon in the amount of $5,819.79 will pay off the loan to NLACo by August 2018. The Debtor has no priority unsecured claims and general unsecured claims. A full-text copy of the Disclosure Statement dated May 12, 2017, is available at http://bankrupt.com/misc/arwb14-71225-124.pdf Since 1998, Sassafras Hill Communications, Inc., has been in the business of cell tower leasing. Simmons Bank had started foreclosure proceedings on all debts that were owed to them by all entities owed by Julian and Jane Archer, including the Debtor. Sassafras Hill Communications, Inc., filed a Chapter 11 petition (W.D. Ark. Bankr., Case No. 14-71225) on on April 21, 2014, and is represented by: Stanley V. Bond, Esq. Attorney at Law P.O. Box 1893 Fayetteville, AR 72701-1893 Tel: (479) 444-0255 Fax: (479) 444-7141 Email: attybond@me.com SEARCHMETRICS INC: Proposes Plan to Exit Chapter 11 Protection -------------------------------------------------------------- Searchmetrics Inc. has filed a Chapter 11 plan of reorganization, which provides for two alternatives with respect to the treatment of unsecured creditors. Under the first construct, creditors holding Class 5A general unsecured claims will be paid in full provided that the claims of BrightEdge do not exceed $250,000. Under the second construct of the plan, Searchmetrics GmbH, the company's parent, will provide a pot of cash equal to the value of the company, which will be used to fund the "claims pool." If the claims of BrightEdge exceed the $250,000 cap and the amount of the new value, creditors holding Class 5B claims will receive their pro rata share of the claims pool. Searchmetrics GmbH has committed to fund the proposed restructuring plan, according to the disclosure statement filed on May 10 with the U.S. Bankruptcy Court in Delaware. A copy of the disclosure statement is available for free at https://is.gd/DCql33 Searchmetrics is represented by: William E. Chipman, Jr., Esq. Mark D. Olivere, Esq. Chipman Brown Cicero & Cole, LLP Hercules Plaza 1313 North Market Street, Suite 5400 Wilmington, DE 19801 Tel: (302) 295-0191 Fax: (302) 295-0199 Email: chipman@chipmanbrown.com Email: olivere@chipmanbrown.com About Searchmetrics Inc. Headquartered in San Mateo, California, Searchmetrics Inc. -- http://www.searchmetrics.com/-- a wholly owned subsidiary of Searchmetrics GmbH, develops search analytics software solutions. It offers Searchmetrics Suite, a SaaS solution that provides companies with a view of the search engine optimization (SEO) performance of their Websites, as well as the search strategies of their competitors; and SEO consulting through its network of partners. The Company has over 100,000 users worldwide, many of whom are respected brands like T-Mobile, eBay and Siemens. Searchmetrics Inc. filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 17-11032) on May 8, 2017, estimating the Debtor's assets between $1 million and $10 million and liabilities between $10 million and $50 million. The petition was signed by Wayne P. Weitz, chief restructuring officer. Judge Christopher S. Sontchi presides over the case. William E. Chipman, Jr., Esq., and Mark D. Olivere, Esq., at Chipman Brown Cicero & Cole, LLP, serve as the Debtor's bankruptcy counsel. DLA Piper LLP (US) is the Debtor's litigation counsel. SEARCHMETRICS INC: Seeks to Hire EisnerAmper, Appoint CRO --------------------------------------------------------- Searchmetrics Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire EisnerAmper LLP and appoint the firm's managing director as chief restructuring officer. AS CRO, Wayne Weitz, managing director of EisnerAmper's Bankruptcy and Restructuring Group, will lead in the development of restructuring plans or strategic alternatives to maximize the Debtor's enterprise value; and in the preparation of a Chapter 11 plan of reorganization. Mr. Weitz will also serve as the Debtor's principal contact with its stakeholders, lenders and any committee appointed in its case. Other services to be provided by the CRO and his firm are: (a) negotiating the terms of agreements between the Debtor and its parent; (b) attending meetings; (c) assisting the Debtor in the compilation and preparation of financial information and monthly operating reports; (d) assisting the Debtor in the preparation of a liquidation valuation for a reorganization plan; (e) assisting the Debtor in managing and executing the reconciliation process involving claims filed by all creditors; (f) providing testimony at the Debtor's request; (g) assisting the Debtor's personnel with external communications and negotiations with lenders, creditors, and other parties; (h) assisting in the preparation of weekly and monthly reporting in accordance with the debtor-in-possession credit facility; (i) assisting in the development of communication strategies and materials for effective communication with employees, customers, suppliers and investors. The firm will receive $65,000 per month, payable in advance, for its services. EisnerAmper received on March 9 an initial retainer of $65,000 for the preparation and filing of the Debtor's case. In the 90 days prior to the filing, the firm received a total of $233,289.80. Mr. Weitz disclosed in a court filing that his firm does not have any interest adverse to the Debtor's bankruptcy estate or creditors. The firm can be reached through: Wayne P. Weitz EisnerAmper LLP 750 Third Avenue New York, NY 10017 Phone: 212-949-8700 About Searchmetrics Inc. Headquartered in San Mateo, California, Searchmetrics Inc. -- http://www.searchmetrics.com/-- a wholly owned subsidiary of Searchmetrics GmbH, develops search analytics software solutions. It offers Searchmetrics Suite, a SaaS solution that provides companies with a view of the search engine optimization (SEO) performance of their Websites, as well as the search strategies of their competitors; and SEO consulting through its network of partners. The Company has over 100,000 users worldwide, many of whom are respected brands like T-Mobile, eBay and Siemens. Searchmetrics Inc. filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 17-11032) on May 8, 2017, estimating the Debtor's assets between $1 million and $10 million and liabilities between $10 million and $50 million. Judge Christopher S. Sontchi presides over the case. The Debtor hired Chipman Brown Cicero & Cole, LLP as lead bankruptcy counsel and DLA Piper LLP (US) as litigation counsel. Wayne Weitz, managing director of EisnerAmper's Bankruptcy and Restructuring Group, serves as chief restructuring officer. He signed the bankruptcy petition. SEARCHMETRICS INC: Taps Chipman Brown as Legal Counsel ------------------------------------------------------ Searchmetrics Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire Chipman Brown Cicero & Cole, LLP to, among other things, give legal advice regarding its duties under the Bankruptcy Code, assist in the disposition of its assets by sale or otherwise, and prepare a bankruptcy plan. The firm's current hourly rates range from $475 to $645 for partners and $295 to $350 for associates. Paralegals charge $225 per hour for paralegals. The principal attorneys and paralegals proposed to represent the Debtor are: William Chipman, Jr. $595 Mark Olivere $475 David Giattino $295 Michelle Dero $225 Chipman received advance retainer fees from the Debtor in the total amount of $125,000 within 90 days prior to the bankruptcy filing. William Chipman, Jr., Esq., at Chipman, disclosed in a court filing that the firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: William E. Chipman, Jr., Esq. Chipman Brown Cicero & Cole, LLP Hercules Plaza 1313 North Market Street, Suite 5400 Wilmington, DE 19801 Phone: (302) 295-0193 Email: Chipman@ChipmanBrown.com About Searchmetrics Inc. Headquartered in San Mateo, California, Searchmetrics Inc. -- http://www.searchmetrics.com/-- a wholly owned subsidiary of Searchmetrics GmbH, develops search analytics software solutions. It offers Searchmetrics Suite, a SaaS solution that provides companies with a view of the search engine optimization (SEO) performance of their Websites, as well as the search strategies of their competitors; and SEO consulting through its network of partners. The Company has over 100,000 users worldwide, many of whom are respected brands like T-Mobile, eBay and Siemens. Searchmetrics Inc. filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 17-11032) on May 8, 2017, estimating the Debtor's assets between $1 million and $10 million and liabilities between $10 million and $50 million. Judge Christopher S. Sontchi presides over the case. The Debtor hired Chipman Brown Cicero & Cole, LLP as lead bankruptcy counsel and DLA Piper LLP (US) as litigation counsel. Wayne Weitz, managing director of EisnerAmper's Bankruptcy and Restructuring Group, serves as chief restructuring officer. He signed the bankruptcy petition. SEARCHMETRICS INC: Taps DLA Piper as Special Counsel ---------------------------------------------------- Searchmetrics Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire DLA Piper LLP (US) as special counsel. The firm will represent the Debtor in its adversary case against BrightEdge Technologies, Inc., which seeks to estimate the claims of, and counterclaims against, the company. The claims are related to a patent infringement suit action filed by BrightEdge against the Debtor in the Northern District of California, and a separate lawsuit filed in the Santa Clara Superior Court. The firm's hourly rates range from $760 to $995 for partners, $410 to $845 for associates, and $265 to $330 for paraprofessionals. The principal attorneys designated to represent the Debtors are: Rajiv Dharnidharka $837.90 Carrie Williamson $775 Timothy Lohse $890 Steve Kimball $665 Rajiv Dharnidharka, Esq., at DLA Piper, disclosed in a court filing that his firm does not represent any interest adverse to the Debtor or its bankruptcy estate. The firm can be reached through: Rajiv Dharnidharka, Esq. DLA Piper LLP (US) 400 Capitol Mall, Suite 2400 Sacramento, CA Phone: 95814-4428 Phone: +1 916 930 3200 Fax: +1 916 930 3201 Email: rajiv.dharnidharka@dlapiper.com About Searchmetrics Inc. Headquartered in San Mateo, California, Searchmetrics Inc. -- http://www.searchmetrics.com/-- a wholly owned subsidiary of Searchmetrics GmbH, develops search analytics software solutions. It offers Searchmetrics Suite, a SaaS solution that provides companies with a view of the search engine optimization (SEO) performance of their Websites, as well as the search strategies of their competitors; and SEO consulting through its network of partners. The Company has over 100,000 users worldwide, many of whom are respected brands like T-Mobile, eBay and Siemens. Searchmetrics Inc. filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 17-11032) on May 8, 2017, estimating the Debtor's assets between $1 million and $10 million and liabilities between $10 million and $50 million. Judge Christopher S. Sontchi presides over the case. The Debtor hired Chipman Brown Cicero & Cole, LLP as lead bankruptcy counsel and DLA Piper LLP (US) as litigation counsel. Wayne Weitz, managing director of EisnerAmper's Bankruptcy and Restructuring Group, serves as chief restructuring officer. He signed the bankruptcy petition. SEARCHMETRICS INC: Taps JND Corporate Restructuring as Claims Agent ------------------------------------------------------------------- Searchmetrics, Inc seeks authority from the US Bankruptcy Court for the District of Delaware to employ JND Corporate Restructuring as claims and noticing agent. Services to be provided by JND are: a. prepare and serve required notices and documents in the cases in accordance with the Bankruptcy Code and the Bankruptcy Rules in the form and manner directed by the Debtors and/or the Court; b. maintain an official copy of the Debtors' schedules of assets and liabilities and statements of financial affairs, listing the Debtors' known creditors and the amounts owed thereto; c. maintain (i) a list of all potential creditors, equity holders and other parties-in-interest; and (ii) a "core" mailing list consisting of all parties described in sections 2002(i), (j) and (k) and those parties that have filed a notice of appearance pursuant to Bankruptcy Rule 9010; update said lists and make said lists available upon request by a party-in-interest or the Clerk; d. furnish a notice to all potential creditors of the last date for the filing of proofs of claim and a form for the filing of a proof of claim, after such notice and form are approved by this Court, and notify said potential creditors of the existence, amount and classification of their respective claims as set forth in the Schedules, which may be effected by inclusion of such information on a customized proof of claim form provided to potential creditors; e. maintain a post office box or address for the purpose of receiving claims and returned mail, and process all mail received; f. for all notices, motions, orders or other pleadings or documents served, prepare and file or caused to be filed with the Clerk an affidavit or certificate of service within seven (7) business days of service which includes (i) either a copy of the notice served or the docket numbers(s) and title(s) of the pleading(s) served, (ii) a list of persons to whom it was mailed (in alphabetical order) with their addresses, (iii) the manner of service, and (iv) the date served; g. process all proofs of claim or proofs of interest received, including those received by the Clerk’s Office, and check said processing for accuracy, and maintain the original proofs of claim or proofs of interest in a secure area; h. maintain the official claims register for each Debtor on behalf of the Clerk; upon the Clerk’s request, provide the Clerk with certified, duplicate unofficial Claims Registers; and specify in the Claims Registers the following information for each claim docketed: (i) the claim number assigned, (ii) the date received, (iii) the name and address of the claimant and agent, if applicable, who filed the claim, (iv) the amount asserted, (v) the asserted classification(s) of the claim (e.g., secured, unsecured, priority, etc.), (vi) the applicable Debtor, and (vii) any disposition of the claim; i. implement necessary security measures to ensure the completeness and integrity of the Claims Registers and the safekeeping of the original claims; j. record all transfers of claims and provide any notices of such transfers as required by Bankruptcy Rule 3001(e); k. relocate, by messenger or overnight delivery, all of the court-filed proofs of claim to the offices of the Claims and Noticing Agent, not less than weekly; l. upon completion of the docketing process for all claims received to date for each case, turn over to the Clerk copies of the claims register for the Clerk's review (upon the Clerk's request); m. monitor the Court's docket for all notices of appearance, address changes, and claims-related pleadings and orders filed and make necessary notations on and/or changes to the claims register; n. assist in the dissemination of information to the public and respond to requests for administrative information regarding the case as directed by the Debtors or the Court, including through the use of a case website and/or call center; o. if a case is converted to chapter 7, contact the Clerk's Office within three (3) days of the notice to Claims and Noticing Agent of entry of the order converting the case; p. 30 days prior to the close of this cases, to the extent practicable, request that the Debtors submit to the Court a proposed Order dismissing the Claims and Noticing Agent and terminating the services of such agent upon completion of its duties and responsibilities and upon the closing of these cases; q. within seven days of notice to the Claims Agent of entry of an order closing the chapter 11 case, provide to the Court the final version of the claims register as of the date immediately before the close of the case; and r. at the close of this case, (i) box and transport all original documents, in proper format, as provided by the Clerk's Office, to (A) Philadelphia Federal Records Center, 14470 Townsend Road, Philadelphia, Pennsylvania 19154 or (B) any other location requested by the Clerk's Office; and (ii) docket a completed SF-135 Form indicating the accession and location numbers of the archived claims. JND current hourly rates are: Clerical $35.00 – $40.00 Case Assistant $65.00 – $80.00 IT Manager $105.00 - $120.00 Case Consultant $135.00 - $140.00 Senior Case Consultant $155.00 - $160.00 Case Director $175.00 - $190.00 Travis K. Vandell, CEO of JND Corporate Restructuring, attests that JND neither holds nor represent any interest materially adverse to the Debtor's estate in connection with any matter on which it would be employed and that it is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code. The Firm can be reached through: Travis K. Vandell JND CORPORATE RESTRUCTURING 8269 East 23rd Avenue, Suite 275 Denver, CO 80238 Tel: 1-800-207-7160 Email: travis.vandell@jndla.com About Searchmetrics Inc. Headquartered in San Mateo, California, Searchmetrics Inc. -- http://www.searchmetrics.com/-- a wholly owned subsidiary of Searchmetrics GmbH, develops search analytics software solutions. It offers Searchmetrics Suite, a SaaS solution that provides companies with a view of the search engine optimization (SEO) performance of their Websites, as well as the search strategies of their competitors; and SEO consulting through its network of partners. The Company has over 100,000 users worldwide, many of whom are respected brands like T-Mobile, eBay and Siemens. Searchmetrics Inc. filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 17-11032) on May 8, 2017, estimating the Debtor's assets between $1 million and $10 million and liabilities between $10 million and $50 million. The petition was signed by Wayne P. Weitz, chief restructuring officer. Judge Christopher S. Sontchi presides over the case. William E. Chipman, Jr., Esq., and Mark D. Olivere, Esq., at Chipman Brown Cicero & Cole, LLP, serve as the Debtor's bankruptcy counsel. DLA Piper LLP (US) is the Debtor's litigation counsel. SEMTECH CORP: Egan-Jones Hikes Senior Unsecured Ratings to BB ------------------------------------------------------------- Egan-Jones Ratings, on May 1, 2017, raised the local currency and foreign currency senior unsecured ratings on debt issued by Semtech Corp to BB from BB-. Headquartered in Camarillo, California, Semtech Corporation is a supplier of analog and mixed-signal semiconductors. SHIRLEY MCCLURE: Trustee Selling Invitational Property for $335K ---------------------------------------------------------------- John P. Reitman, Trustee of Shirley Foose McClure, asks the U.S. Bankruptcy Court for the Central District of California to authorize the sale of residential real property located at 93 Invitational Drive, Gaylord, Michigan ("Invitational Property"), to Andrew Hees for $335,000, subject to overbid. A hearing on the Motion is set for June 27, 2017 at 10:00 a.m. The Invitational Property is one of three real properties held by the Estate in Gaylord, Michigan ("Michigan Properties"). The other two are: (i) residential real property located at 145 North Otsego Drive, Gaylord, Michigan; and (b) a vacant lot ("Lot 13") that is adjacent to the Invitational Property. The adjacent Lot 13 is owned in part by the Debtor's son, Jason McClure, and is not being sold. The Invitational Property is situated at the north end of the lower peninsula, adjacent to a golf course and near a military facility. Prior to the appointment of the Trustee in August 2016, the Invitational Property was rented to an officer formerly stationed at the military facility for $1,800 per month. However, that tenant vacated the property in July 2016. Due to the severe winters in Gaylord, the rental market is seasonal, and no replacement tenant was found during the winter season just ended. The Invitational Property is not encumbered by any secured debt. However, maintaining and repairing the Invitational Property, including payments for utilities, insurance, cleaning and repairs, has cost the Estate $4,111 for the period commencing with the Trustee's appointment through May 2, 2017. As such, the Invitational Property has been a drain on the resources of the Estate, prompting the Trustee to determine in the exercise of his sound business judgment that a sale of the Invitational Property is in the best interests of the Estate and all having an interest therein. The Trustee is not aware of any liens claims and interests encumbering the Invitational Property, other than certain real property taxes which were disclosed in a preliminary title report, and which the Trustee believes he has already paid. On Jan. 1, 2017, the Trustee filed and served his Application for an Order of the Court authorizing the employment of Berkshire Hathaway Michigan Real Estate as listing agent and broker for the marketing and sale of the Michigan Properties. The Debtor objected to the Application to which the Trustee timely filed and served his reply. Following a hearing held on Feb. 21, 2017, the Court entered its order overruling the Debtor's Objection and granting the Application on Feb. 28, 2017. Berkshire Hathaway has been actively marketing the Invitational Property since that time, and has identified the Purchaser for the property, and conveyed offers and counter-offers between the Trustee and the Purchaser. The Trustee, in the exercise of his sound business judgment, has agreed to sell the Invitational Property "as is" with no contingencies or warranties, and free and clear of any and all liens, claims, and interests to the Purchaser for $335,000. As is set forth in the Purchase Agreement, the sale of the Invitational Property to the Purchaser is subject to approval by the Court and to overbid. The Purchaser has paid a deposit of $16,750 which has been placed in escrow with Alpine Title & Escrow, and has agreed to pay the remainder of the purchase price in cash upon the close of escrow. A copy of the Purchase Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Shirley_McClure_1194_Sales.pdf The Bidding Procedures proposed by the Trustee is designed to encourage competitive bidding while ensuring that all persons participating in the auction process have the financial wherewithal to close the sale in a timely fashion. The Trustee believes that the procedures will permit him to achieve the highest price for the Invitational Property without unduly delaying the sale. The Trustee asks approval of the Bidding Procedures. The salient terms of the Bidding Procedures are: a. Bid Deadline: June 21 2017 at 4:00 p.m. b. Initial Overbid Amount: $345,000 c. Deposit: Greater than $17,250 and 5% of the amount the overbid d. Auction: At the hearing on the Motion, at 10:00 a.m. on June 27, 2017 e. Bid Increments: $1,000 f. The closing date of the sale to the Successful Bidder will be a date to which the Trustee and the Successful Bidder agree in writing, but in no event more than 21 days after entry of the order granting the Motion. The Trustee seeks authority to pay from escrow a total commission of up to 7% of the final purchase price to Berkshire Hathaway. The Trustee also seeks authority to pay the seller's customary costs of sale, including title and escrow charges, from escrow. The Invitational Property is not the Debtor's residence, and the Debtor has not (and could not) claim any homestead exemption with respect to it. Moreover, the Trustee is unaware of any liens encumbering the Invitational Property, with the result that proceeds of the sale will be available for the benefit of creditors through the sale process proposed by the Motion. Accordingly, the Trustee asks the Court to approve the relief sought. The Trustee asks that the Court waives the 14-day stay on the effectiveness of the Order authorizing the sale of estate property imposed by Federal Rule of Bankruptcy Procedure 6004(h). Counsel for Trustee: Jon L.R. Dalberg LANDAU GOTTFRIED & BERGER LLP 1801 Century Park East, Suite 700 Los Angeles, CA 90067 Telephone: (310) 557-0050 (Main) (310) 691-7372 (Direct) Facsimile: (310) 557-0056 E-mail: jdalberg@lgbfirm.com Shirley Foose McClure sought Chapter 11 protection (Bankr. C.D. Cal. 1:13-bk-10386-GM) on Dec. 21, 2012. The Debtor tapped James R Felton, Esq., Andrew Goodman, Esq., Yi S Kim, Esq., Faye C Rasch, Esq., and Robert M Scholnick, Esq. at Lobel Weiland Golden Friedman LLP, as counsel. John P. Reitman was appointed as the Trustee for the Debtor on Aug. 3, 2016. The Trustee is represented by Jon L.R. Dalberg, Esq. at Landau Gottfried & Berger LLP. SHUN LEE PALACE: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------- The Office of the U.S. Trustee on May 15 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Shun Lee Palace, Inc. Shun Lee Palace, Inc. filed a Chapter 11 bankruptcy petition (Bankr. D. Md. Case No. 17-14720) on April 5, 2017, disclosing less than $1 million in both assets and liabilities. The Debtor is represented by Axelson Williamowsky Bender & Fishman, P.C., as attorney. SKG THE PARK: Clark County Taxing Authority to Get Full Payment --------------------------------------------------------------- SKG The Park at Spanish Ridge, LLC, filed with the U.S. Bankruptcy Court for the District of District of Nevada a first amended disclosure statement for the Debtor's plan of reorganization. The Class 1 Secured Claim of the Clark County Taxing Authority is impaired by the Plan, and will be paid in full on the 90th day after the Effective Date of the Plan, in the approximate amount of $23,619.38. Pursuant to the Plan, and as the Debtor's principal restructuring transactions, the Debtor seeks to (a) sell the 8912 Property and 8918 Property pursuant to Section 363 of the Bankruptcy Code, in conjunction with the Plan Confirmation process, and (b) if the sale of one or both of the buildings does not generate enough proceeds to pay the secured claim of Wells Fargo in full, then the Debtor will reorganize around one or both of the 8912 Property or 8918 Property through a re-amortization of the Wells Fargo loan documents. The Debtor will extensively market the Property up to the bid deadline, which is 14 days prior to the Confirmation Hearing, which will be for a minimum of 45 days and will mail notice of the Debtor's proposed auction sale and bid procedures to the top 30 commercial brokers in Las Vegas, Nevada, as listed by Vegas, Inc. magazine. Any proposed transaction respecting the sale of the Property is subject to the prior approval of the Court. If the sale of the Property does not generate enough proceeds to pay the secured claim of Wells Fargo in full, the Debtor will demonstrate at confirmation that the re-amortization of the Wells Fargo Loan Documents around the Property not sold is feasible and affordable. Specifically, the Debtor will demonstrate the payment of the balance of the amounts owed to Wells Fargo after the closing of the sale of either the 8912 Property or 8918 Property, is achievable based on a loan of 4.15%, amortized over 30 years, with a balloon payment due on the tenth anniversary of the Effective Date. Persons interested in acquiring one or both of the 8912 Property or the 8918 Property of the Debtor must submit a qualifying bid to the Debtor's counsel by 5:00 p.m., Prevailing Pacific Time, at least 14 Days prior to the Confirmation Hearing, unless the date is extended in the sole discretion of the Debtor. The Confirmation Hearing will also serve as the hearing to approve the sale of the Property. The transactions to be implemented pursuant to the Plan are subject to a determination of the Debtor of which Entity or Entities, if any, has submitted the highest and best bid for the Property. The First Amended Disclosure Statement is available at: http://bankrupt.com/misc/nvb17-10955-110.pdf As reported by the Troubled Company Reporter on April 20, 2017, the Debtor filed with the Court a disclosure statement in support of its plan of reorganization. Class 3 under the plan consists of the general unsecured claims. The Debtor estimates that the amount of the general unsecured claims totals approximately $100,000. This class will be paid in full on the 90th day after the effective date of the plan. About SKG The Park at Spanish Ridge, LLC SKG The Park at Spanish Ridge, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 17-10955) on March 1, 2017. The petition was signed by Jerry Kramer and John Schadler, managing members. The case is assigned to Judge Mike K. Nakagawa. At the time of the filing, the Debtor disclosed $28.36 million in assets and $24.49 million in liabilities. Samuel A. Schwartz, Esq., Bryan A. Lindsey, Esq., and M. Michelle Nisce, Esq., at Schwartz Flansburg PLLC serve as the Debtor's legal counsel. James H. Walton, Esq., at Nitz Walton, Ltd., is the Debtor's counsel in an appellate proceeding. SOUTHWEST SILK: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------- The Office of the U.S. Trustee on May 17 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Southwest Silk Screening Inc. About Southwest Silk Screening Southwest Silk Screening Inc. sought protection under Chapter 11 of the Bankruptcy Code (S.D. Tex. Case No. 17-32431) on April 21, 2017. The petition was signed by Marcus Stalarow, president. At the time of the filing, the Debtor estimated assets and liabilities of less than $500,000. Mitchell Buchman, Esq., represents the Debtor as bankruptcy counsel. SPECTRASCIENCE INC: Delays Filing of 1st Quarterly Report --------------------------------------------------------- SpectraScience, Inc.'s quarterly report on Form 10-Q for the period ended March 31, 2017, will be delayed, the Company's CFO Lowell W. Giffhorn informed the Securities and Exchange Commission. "As the result of the time required to calculate and review complex derivative accounting issues required to be included in the quarterly report on Form 10-Q, the registrant is not able to file the unaudited financial statements for the quarter ended March 31, 2017 until later this week. We believe that the subject Quarterly Report will be available for filing on or before May 22, 2017," the CFO said. An independent auditor in a March 2017 report raised substantial doubt about the Company's ability to continue as a going concern. Haynie & Company of Salt Lake City, Utah, said, "the Company has suffered recurring losses from operations and its ability to continue as a going concern is dependent on the Company's ability to attract investors and generate cash through issuance of equity instruments and convertible debt. This raises substantial doubt about the Company’s ability to continue as a going concern." SpectraScience filed its annual report on Form 10-K on March 31. The Company posted a net loss of $4,466,567 for 2016 and $3,634,868 for 2015. Annual revenues were $5,150 for 2016 and $6,600 for 2015. At December 31, 2016, the Company had $1,386,367 in total assets against total current liabilities of $10,801,550, Long-term secured convertible debt of $1,100,000, and total shareholders' deficit of $10,546,033. As of December 31, 2016, the Company had a working capital deficit of $10,439,697 and cash of $3,550, compared to a working capital deficit of $8,324,600 and cash of $127,493 as of December 31, 2015. In December 2011, the Company entered into an Engagement Agreement with Laidlaw & Company (UK) Ltd., which Engagement Agreement was amended in July 2012. Under the Engagement Agreement, Laidlaw agreed to assist the Company in raising up to $20.0 million in capital over a two year period from the date of the Engagement Agreement. Subsequent to June 30, 2013, the Company has engaged another agent to assist it with raising capital and has commenced raising capital on its own. For the year ended December 31, 2016, the Company raised approximately $1,455,000 under various funding agreements. However, if the Company does not receive additional funds in a timely manner, the Company could be in jeopardy as a going concern. The Company warned it may not be able to find alternative capital or raise capital or debt on terms that are acceptable. Management believes that if the events defined in the various funding agreements occur as expected, such proceeds will be sufficient to allow the Company to sustain operations until it attains profitability and positive cash flows from operations. However, the Company may incur unknown expenses or may not be able to meet its revenue expectations requiring it to seek additional capital. In such event, the Company said it may not be able to find capital or raise capital or debt on terms that are acceptable. Meanwhile, on April 24, 2017, the Company's Board of Directors voted to submit to the Company's shareholders a proposal to amend the Company's Amended and Restated Articles of Incorporation to increase the number of authorized shares of capital stock from 2,000,000,000 to 3,000,000,000, consisting of an increase in authorized shares of common stock from 1,996,000,000 to 2,996,000,000. A copy of the Information sheet filed with the SEC is available at https://is.gd/z7b1kK About SpectraScience SpectraScience, Inc., develops and manufactures innovative Laser Induced Fluorescence spectrophotometry systems capable of determining whether tissue is normal, pre-cancerous or cancerous without removing tissue from the body. The WavSTAT Optical Biopsy System is SpectraScience's first product to incorporate its proprietary fluorescence technology for clinical use. The WavSTAT System carries the CE mark designation which allows for the sale and marketing in the European Union for the diagnosis of cancer. STEVE'S FROZEN: Has Court's Interim Nod to Use Cash Collateral -------------------------------------------------------------- The Hon. Erik P. Kimball of the U.S. Bankruptcy Court for the Southern District of Florida has authorized Steve's Frozen Chillers, Inc., to use cash collateral on an interim basis, through May 18, 2017. An evidentiary hearing on the continued use of cash collateral will be held on May 18, 2017, at 1:30 p.m. About Steve's Frozen Chillers Founded in 2001, Steve's Frozen Chillers, Inc. -- http://stevesfrozenchillers.com/-- offers more than 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. STONE ENERGY: Egan-Jones Raises Senior Unsecured Ratings to B- -------------------------------------------------------------- Egan-Jones Ratings, on April 24, 2017, raised the local currency and foreign currency ratings on commercial paper issued by Stone Energy Corp. to B from D. EJR also raised the senior unsecured ratings issued by the Company to B- from C. Stone Energy Corporation (NYSE: SGY) is an independent oil and natural gas exploration and production company headquartered in Lafayette, Louisiana with additional offices in New Orleans, Houston and Morgantown, West Virginia. Stone is engaged in the acquisition, exploration, development and production of properties in the Gulf of Mexico basin. SUNCOKE ENERGY: S&P Affirms 'BB-' CCR; Outlook Stable ----------------------------------------------------- S&P Global Ratings said that it has affirmed its 'BB-' corporate credit rating on SunCoke Energy Inc. (SXC). The rating outlook is stable. S&P also assigned its 'BB-' issue rating to the company's proposed $675 million senior unsecured notes due 2025, issued by SunCoke Energy Partners L.P. (SXCP). In addition, S&P raised its issue rating on SXC's refinanced cash flow revolver (downsized by $25 million to $100 million maturing in 2022) to 'BB+' from 'BB-'. This was associated with a revision in the recovery rating to '1' from '3', indicating S&P's expectation of very high (90%-100%, rounded estimate: 95%) recovery in the event of a payment default. At the same time, S&P raised its issue rating on SXC's senior unsecured notes to 'B+' from 'B'. This was associated with a revision in the recovery rating to '5' from '6' indicating S&P's expectation of modest (10%-30%, rounded estimate: 15%) recovery in the event of a payment default. S&P also assigned a 'BB+' issue rating to SXCP's refinanced cash flow revolver (upsized by $25 million to $275 million and maturing in 2022). The recovery rating is '1', indicating S&P's expectation of very high (90%-100%, rounded estimate: 95%) recovery in the event of a payment default. In addition, S&P assigned a 'BB-' issue rating to SXCP's proposed $675 million senior unsecured notes due 2025. The recovery rating is '3', indicating S&P's expectation of meaningful (50%-70%, rounded estimate: 55%) recovery in the event of a payment default. The contemplated transaction extends debt maturities, with no major maturities within the next five years. With the refinancing, the company will increase debt by just under $30 million. S&P also anticipates $150 million in usage under SXCP's $250 million cash flow revolver after the transaction closes, which S&P expects the company will repay partially with excess cash flows as part of its deleveraging plan in the next 12 months. On a stand-alone basis, S&P expects SXC to be able to service its debt with cash flows generated only from its assets (Indiana Harbor, Jewell, and Brazil Coke), which is S&P's condition for consolidating SXC and SXCP. S&P further expects the company will report a modest 5.5% increase in EBITDA by the end of 2017 and further modest improvement in 2018. As a result, S&P anticipates consolidated adjusted debt leverage falling into the upper end of the 3x-4x range within the next 12 months, compared with 4.1x pro forma the refinancing, still appropriate for the rating. Pro forma the refinancing, revolver maturities at SXC and SXCP extend to 2022 and 2022 from 2018 and 2019, respectively. At the same time, partnership term loans due 2019 to 2021 are being refinanced with the new notes due 2025. S&P expects the primary drivers of operating performance in the next 12 months to be increased volumes from the logistics business and lower corporate costs. S&P expects logistics volumes to increase by 23% to about 23 million tons in 2017, due to favorable seaborne thermal prices and a gain in new merchant coal business domestically. In addition, S&P expects the company to realize about $6 million in companywide cost reductions in 2017. S&P expects these benefits will be partially offset by lower contract recovery of operation and maintenance costs and the oven-rebuild program at the Indiana Harbor coke-making facility. Overall, S&P expects stable operating performance of the coke-making business at the MLP (master limited partnership), which includes Haverhill, Middletown, and Granite City, with EBITDA slightly down from last year due to Middletown returning to a normal EBITDA run rate in 2017. Including the assets at SXC, Indiana Harbor, and Jewell, S&P expects domestic coke-making EBITDA to be at about $188 million, down 3% compared with last year. SXC's key business risks include high customer concentration in its coke segment--three steel makers account for all of the company's coke sales--and exposure to the highly volatile international coal prices, which could adversely affect the logistics business in a period of persistent decline in coal prices. S&P also considers the company's limited production capacity a constraint, because expansion would require significant capital investment in a new coke-making facility. These considerations are weighed against SXC's long-term take-or-pay contracts with pass-through provisions, which partially mitigate exposure to volatile pricing, and the company's newer and environmentally compliant coke facilities relative to other integrated coke producers that could increase operating efficiency. Pro forma the refinancing, S&P expects SXC and SXCP to each have separately adequate liquidity with liquidity sources representing at least 1.2x uses over the next 12 months. S&P also expects that both companies' sources will cover their respective uses and continue to exceed their availability threshold under their credit facilities even if forecast EBITDA declines by 15%. The stable outlook reflects S&P's view that SXC will execute its operating strategy to improve EBITDA by increasing the operating efficiency of its coke assets and expanding the logistics business in an environment where export market conditions continue to be favorable. Furthermore, S&P expects the company to apply excess cash flow toward debt repayment. Under these conditions, S&P expects adjusted debt to EBITDA will fall in the upper end of the 3x–4x range within the next 12 months. S&P could lower its ratings if it no longer expects consolidated adjusted debt to EBITDA to fall below 4x within a year. This would happen if the adjusted EBITDA margin dropped more than 200 basis points due to unexpected operational disruption in the coke business or unfavorable export market conditions in the logistics business. S&P would lower the rating on SXC if the company becomes dependent on distributions on SXCP to service its own debt. Although unlikely, S&P could raise its ratings if consolidated adjusted debt to EBITDA is sustained below 3x. This could occur if the company repaid about $100 million in debt and increased EBITDA above $290 million due to material improvements in operating efficiency or better-than-expected logistics business performance. SUNSHINE HOME: Has Interim Authorization on Cash Collateral Use --------------------------------------------------------------- Judge Robert D. Berger of the U.S. Bankruptcy Court for the District of Kansas authorized Sunshine Home Health Care, Inc., to use cash collateral on an interim basis only up to the limits set forth in the budget attached to Debtor's Motion. Judge Berger acknowledged that the Debtor has no source of income other than from the operation of its businesses and the collection of its accounts. He further acknowledged that if Debtor is not permitted to use cash collateral in the ordinary course of its business, it will be unable to pay its operating and business expenses, thereby effectively precluding the Debtor's orderly reorganization in these chapter 11 proceedings and causing imminent and irreparable harm to its Bankruptcy Estate. The Debtor is indebted to the Internal Revenue Service pursuant to a filed lien, which holds a security interest in and liens upon Debtor's account receivables. Accordingly, the IRS is granted with replacement liens in post-petition cash collateral of the Debtor, to the same extent that the IRS has valid liens on pre-petition cash collateral. To the extent that the adequate protection provided to the IRS proves to be inadequate to protect the IRS against a post-petition diminution in the value of its collateral, then the IRS is also granted a super-priority administrative expenses. The Debtor agrees to pay $1,000 to the IRS on or before July 1, 2017, with identical $1,000 amounts to be paid to the IRS on each succeeding month, until confirmation of the Debtor's Plan of Reorganization. In addition, Judge Berger directed the Debtor, among other things, to: (a) maintain, at all times, its cash, accounts, accounts receivable, and inventory in the sum of at least $40,000; (b) timely file all post-petition tax returns and make timely deposits of all post-petition taxes; and (b) serve copies of its monthly operating reports upon counsel for the IRS. A final hearing on Debtor's continued use of cash collateral will be conducted on May 25, 2017 at 1:30 p.m. A full-text copy of the Order, dated May 16, 2017, is available at https://is.gd/gU88KI About Sunshine Home Sunshine Home is a full-service home health care agency serving the greater Kansas City, KS area. The Debtor is a small business debtor as defined in 11 U.S.C. Section 101(51D). It posted gross revenue of $3.23 million in 2016 and gross revenue of $3.78 million in 2015. Sunshine Home Health Care, Inc. filed a Chapter 11 petition (Bankr. D. Kan. Case No. 17-20797), on May 5, 2017. The Petition was signed by Vanessa Trobough, president. The case is assigned to Judge Robert D. Berger. The Debtor is represented by Colin N. Gotham, Esq. at Evans & Mullinix, P.A. At the time of filing, the Debtor had $75,501 in assets and $1.62 million in liabilities. SUNSHINE HOME: Wants to Use Cash Collateral of IRS -------------------------------------------------- Sunshine Home Health Care, Inc., seeks permission from the U.S. Bankruptcy Court for the District of Kansas to use cash collateral. At the time of the filing, Debtor had cash and bank balances account receivables of approximately $55,000. Upon information and belief, Debtor is indebted to the Internal Revenue Service. While Debtor has not fully analyzed the IRS liens, Debtor does believe the IRS holds duly perfected liens on Debtor's accounts receivable, inventory, and accounts. The Debtor's cash generated from the collection of prepetition accounts receivable, accounts, and inventory are cash collateral. The Debtor proposes providing the IRS with a replacement lien in post-petition accounts, accounts receivable, and inventory in an amount equal to but not to exceed the cash collateral used and to the extent that use of cash collateral results in any decrease in the aggregate value of the IRS's liens on the Debtor's property on the Petition Date, the Debtor asserts that the postpetition grant of a security interest in accounts receivable will provide adequate protection to the IRS. A copy of the budget is available at: http://bankrupt.com/misc/ksb17-20797-7.pdf Headquartered in Basehor, Kansas, Sunshine Home Health Care, Inc., is a full-service home health care agency serving the greater Kansas City, Kansas area. The Debtor is a small business debtor. It posted gross revenue of $3.23 million in 2016 and gross revenue of $3.78 million in 2015. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D. Kan. Case No. 17-20797) on May 5, 2017, listing $75,501 in total assets and $1.62 million in total liabilities. The petition was signed by Vanessa Trobough, president. Judge Robert D. Berger presides over the case. Colin N. Gotham, Esq., at Evans & Mullinix, P.A., serves as the Debtor's bankruptcy counsel. SURVEY SAMPLING: S&P Lowers CCR to 'B-', Outlook Negative --------------------------------------------------------- S&P Global Ratings said that it lowered its corporate credit rating on Survey Sampling International LLC (SSI) to 'B-' from 'B'. The rating outlook is negative. At the same time, S&P lowered its issue-level rating on the company's first-lien credit facility to 'B-' from 'B'. The '3' recovery rating is unchanged indicating S&P's expectation for meaningful recovery (50%-70%; rounded estimate: 60%) of principal in the event of a payment default. S&P also lowered its issue-level rating on the the company's second-lien loan to 'CCC' from 'CCC+'. The '6' recovery rating is unchanged indicating S&P's expectation for negligible recovery (0%-10%; rounded estimate: 5%) of principal in the event of a payment default. "The downgrade reflects our expectation that the covenant margin of compliance on SSI's first-lien leverage ratio will decline to under 5% over the next 12 months," said S&P Global Ratings' credit analyst Thomas Hartman. "It also reflects our view that SSI's discretionary cash flow generation will remain below $10 million this year, and the company will have limited availability under the revolving credit facility due to a tight covenant margin of compliance." SSI's leverage isn't decreasing fast enough to outpace the tightening covenant parameters due to the combination of flat EBITDA and increased debt burden due to prior acquisitions. The company's first-lien leverage covenant has an aggressive step-down schedule, which will likely result in a very thin margin of compliance and could lead to a breach of covenant by the end of 2018. In addition, this thin covenant margin of compliance would limit access to the $23 million dollar revolving credit facility, thus reducing liquidity. SSI has underperformed S&P's expectations in each of the past two years. The company's acquisition of Instantly Inc. in 2016 didn't generate as much revenue in 2016 as planned, and its total revenue was further affected by a pullback in sales from key accounts. Additionally, SSI's 2017 revenues won't benefit from the revenue gain seen in political years, which further pressures the business via elevated leverage on reduced EBITDA flow through. "The negative outlook reflects our expectation that the margin of compliance on SSI's first-lien leverage covenant will shrink to under 5% over the next 12 months due to steep covenant step-downs and a lack of political revenue in 2018, a nonelection year," said Mr. Hartman. "Barring an amendment, we believe there is a risk that the company could violate this covenant if its key customers spend less on survey panels and international growth stalls during the year." S&P could lower the corporate credit rating if it expects SSI will violate its first-lien leverage covenant over the next 12 months, and S&P don't believe covenant relief from an amendment is likely. This could occur if market research firms' spending shift away from survey panels and SSI's international growth stalls. S&P could revise the outlook to stable if it expects the company's key customers will increase spending on panels and international growth will accelerate resulting in first-lien covenant margin of compliance rising above 10% despite the steep covenant step-downs. S&P could also revise the outlook to stable if the company is able to get covenant relief from lenders, resulting in sustained margin of compliance above 10%. TATOES LLC: Secured Claims Total $26.5M Under 1st Amended Plan -------------------------------------------------------------- Wahluke Produce, Inc., Tatoes, LLC, and Columbia Manufacturing, Inc., filed a first amended plan of reorganization and disclosure statement, which propose to pay all creditors (except insiders) in full, with interest, over time. Total secured claims against the Debtor are approximately $26,540,000 (the previously filed Plan estimated secured claims to total approximately $23,637,000). The secured claims are comprised largely of the secured claim of RAF and the secured claims of Saddle Mountain Supply Company and Windflow Fertilizer Company, both of whom provided inputs into Tatoes' 2016 crops prior to the Petition Date. Total unsecured claims against the Debtors are approximately $4,307,000. The majority of these unsecured claims constitute claims of trade creditors which related to inputs into the Debtors' 2016 crops. A full-text copy of the First Amended Disclosure Statement dated May 5, 2017, is available at: http://bankrupt.com/misc/waeb16-00900-437.pdf About Tatoes, LLC Tatoes, LLC, Wahluke Produce, Inc., and Columbia Manufacturing, Inc., are engaged in farming, packing, storing, and selling potatoes, onions and wheat. Tatoes, LLC, et al., filed Chapter 11 bankruptcy petitions (Bankr. E.D. Wash. Case Nos. 16-00900, 16-00899 and 16-00898, respectively) on March 21, 2016. The petitions were signed by Del Christensen, president. Tatoes LLC estimated assets and liabilities at $10 million to $50 million. Wahluke Produce and Columbia Manufacturing each estimated assets and liabilities at $50 million to $100 million. Wahluke has employed Roger William Bailey, Esq., at Bailey & Busey, PLLC, as legal counsel; Columbia has employed Hurley & Lara as legal counsel; and Tatoes has employed the Law Offices of Paul H. Williams as counsel. Southwell & O'Rourke is counsel for Tatoes Unsecured Creditors Committee. Gail Brehm Geiger, acting U.S. trustee for Region 18, on April 28, 2016, appointed three creditors of Tatoes LLC to serve on the official committee of unsecured creditors. Ms. Geiger disclosed that no official committee of unsecured creditors has been appointed in the Chapter 11 cases of Wahluke Produce Inc. and Columbia Manufacturing Inc., both affiliates of Tatoes LLC. TAYLOR EQUIPMENT: Unsecureds to be Paid Up to 30% Under Exit Plan ----------------------------------------------------------------- Taylor Equipment Company, Inc., has filed a Chapter 11 plan of reorganization that proposes to pay up to 30% of allowed general unsecured claims. Under the plan, creditors holding allowed Class 5 general unsecured claims will be paid up to 30% of their claims on the effective date of the plan. The total amount of general unsecured claims scheduled by the company is $209,720.71 while the total amount of unsecured claims that have not yet been scheduled is $382,500. Payments will come from the sale of the company's inventory, and net proceeds from a lawsuit filed against PBS Coals, Inc., according to the company's disclosure statement filed on May 9 with the U.S. Bankruptcy Court for the Western District of Pennsylvania. A copy of the disclosure statement is available for free at https://is.gd/9gsUoC About Taylor Equipment Company Based in Friedens, Pennsylvania, Taylor Equipment Company, Inc. sells machinery, equipment and parts to the coal mining industry. The Debtor filed a Chapter 11 petition (Bankr. W.D. Pa. Case No. 16-70781) on Nov. 11, 2016. The petition was signed by David P. Taylor, president. In its petition, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. Judge Jeffery A. Deller presides over the case. Robert H. Slone, Esq., at Mahady & Mahady, serves as the Debtor's bankruptcy counsel. The Debtor hired Windber Tax Service & Accounting, Inc. as its accountant. No official committee of unsecured creditors has been appointed in the case. THOMAS OVATION: Case Summary & 10 Unsecured Creditors ----------------------------------------------------- Debtor: Thomas Ovation, LLC 45 Ansley Drive Newnan, GA 30263 Case No.: 17-11046 Type of Business: Thomas Ovation listed its business as a single asset real estate (as defined in 11 U.S.C. Section 101(51B)) with its principal assets located in Ovation Parkway Franklin, TN. Chapter 11 Petition Date: May 17, 2017 Court: United States Bankruptcy Court Northern District of Georgia (Newnan) Debtor's Counsel: Ward Stone, Jr., Esq. STONE & BAXTER, LLP Suite 800 Fickling & Company Bldg 577 Mulberry Street Macon, GA 31201 Tel: 478-750-9898 Fax: 478-750-9899 Email: wstone@stoneandbaxter.com Estimated Assets: $50 million to $100 million Estimated Debts: $50 million to $100 million The petition was signed by Carole Thomas, manager. Debtor's List of 10 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ AFF Cool Springs Guaranty $10,500,000 2100 Powers Ferry Road Building 2120, Suite 150 Atlanta, GA 30339 Ashley T. Roberts Commissions $85,000 B.J. Yuill Leasing $2,500 Consultant Fourth Quarter Loan $17,915,513 Properties 100, LLC 45 Ansley Drive Newnan, GA 30263 Platform Real Estate Leasing $5,000 Consultant SWA Group Engineering $6,442 services Tennessee Franchise Tax $102,867 Department of Revenue Tennessee Secretary of State Annual $300 Registration Wakefield Beasley Architectural $230,983 services Williamson County Trustee Property Tax $306,425 THRU INC: Dropbox Tries to Block Approval of Plan Outline --------------------------------------------------------- Dropbox, Inc., filed with the U.S. Bankruptcy Court for the Northern District of Texas an objection to Thru, Inc.'s disclosure statement in support of the Debtor's plan of reorganization. Dropbox, a service founded in 2008 in San Francisco, California, that offers online file management and collaboration services to over 500 million users, tells the Court that the Plan is patently unconfirmable. In March 2017, Dropbox obtained a $2.3 million judgment against the Debtor in trademark litigation pending in the U.S. District Court for the Northern District of California. Dropbox's judgment derived from (a) the Debtor's attempt to extort money from Dropbox based on the Debtor's substantively meritless claim that it held trademark rights to the DROPBOX mark; (b) the Debtor's strategic delay in asserting its supposed claims; and (c) the Debtor's egregious litigation misconduct. Dropbox says that there are at least three reasons why the Debtor will not be able to confirm its Plan. First, the Plan is not feasible because there is no reason to believe that, after years of continuing losses, the Debtor will suddenly be able to generate enough profit to pay Dropbox's substantial claim. In fact, Dropbox's claim may be worth more than the Debtor has earned in profit in its 15-year history. Second, the Plan was not proposed in good faith because, inter alia, it impermissibly gerrymanders classification of creditors in order to create an impaired consenting class. Third, the Plan is not fair and equitable because it does not provide Dropbox or other unsecured creditors the present value of their claims. The Plan is not feasible because the Debtor does not have the financial capability to pay its unsecured creditors in full. The Debtor proposes to pay, whether directly or into escrow, unsecured claims totaling approximately $2.8 million over an unknown time period, despite the fact that Thru has been losing approximately $83,000 per month and has not turned a profit in at least three years. The Debtor did not propose its Plan in good faith for a number of reasons. First, it impermissibly classifies Dropbox's claim separately from other unsecured claims. Second, it improperly seeks to obtain an advantage in ongoing litigation. Finally, it unjustifiably protects the Debtor's insiders by abandoning valuable claims against those insiders and maintaining unnecessary benefits and compensation for the Debtor's management. The Objection is available at: http://bankrupt.com/misc/txnb17-31034-59.pdf As reported by the Troubled Company Reporter on April 19, 2017, the Debtor filed with the Court the Plan 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. 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 a 2015 litigation between Thru and Dropbox. To preserve the value of its assets and restructure its financial affairs following entry of that judgment, Thru 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. TIBCO SOFTWARE: Term Loan Upsize No Impact on Moody's B3 CFR ------------------------------------------------------------ Moody's Investors Service said that TIBCO Software Inc.'s B3 Corporate Family Rating, the B1 and Caa2 ratings, respectively, for its senior secured and senior unsecured debt and its stable ratings outlook are not affected by the company's plans to increase the size of incremental term loan to $225 million, from $150 million. However, Moody's views the increase in debt as credit negative. TIDEWATER INC: Case Summary & 30 Largest Unsecured Creditors ------------------------------------------------------------ Affiliated debtors that filed separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Tidewater Inc. 17-11132 601 Poydras Street, Suite 1500 New Orleans, LA 70130-6061 Tidewater Marine Western, Inc. 17-11133 Tidewater Corporate Services, L.L.C. 17-11134 Cajun Acquisitions, LLC 17-11135 Gulf Fleet Supply Vessels, L.L.C. 17-11136 Java Boat Corporation 17-11137 Tidewater Marine, L.L.C. 17-11138 S.O.P., Inc. 17-11139 Pan Marine International Dutch Holdings, L.L.C. 17-11140 Hilliard Oil & Gas, Inc. 17-11141 Tidewater Marine Alaska, Inc. 17-11142 Quality Shipyards, L.L.C. 17-11143 Point Marine, L.L.C. 17-11144 Tidewater Mexico Holding, L.L.C. 17-11145 Tidewater Marine Sakhalin, L.L.C. 17-11146 Tidewater Marine International Dutch Holdings, L.L.C.17-11147 Twenty Grand (Brazil), L.L.C. 17-11148 Tidewater Venture, Inc. 17-11149 Twenty Grand Marine Service, L.L.C. 17-11150 Tidewater Subsea, L.L.C. 17-11151 Tidewater GOM, Inc. 17-11152 Zapata Gulf Marine, L.L.C. 17-11153 Tidewater Marine Fleet, L.L.C. 17-11154 Tidewater Marine Ships, L.L.C. 17-11155 Tidewater Subsea ROV, L.L.C. 17-11156 Tidewater Marine Hulls, L.L.C. 17-11157 Tidewater Marine Vessels, L.L.C. 17-11158 Business Description: Tidewater Inc., along with its debtor and non-debtor subsidiaries, provides offshore service vessels and marine support services to the global offshore energy industry through the operation of a diversified fleet of marine service vessels. The Debtors commenced the Chapter 11 cases to implement a fully negotiated, comprehensive, and consensual restructuring that will position them to survive an extended market downturn, exploit potential growth opportunities in the future, and continue to provide customers with high-quality, dependable services. Chapter 11 Petition Date: May 17, 2017 Court: United States Bankruptcy Court District of Delaware (Delaware) Debtors' Counsel: Ray C. Schrock, P.C. Jill Frizzley, Esq. WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York 10153 Tel: (212) 310-8000 Fax: (212) 310-8007 E-mail: ray.schrock@weil.com jill.frizzley@weil.com - and - Alfredo R. Perez, Esq. Chris Lopez, Esq. WEIL, GOTSHAL & MANGES LLP 700 Louisiana Street, Suite 1700 Houston, Texas 77002 Tel: (713) 546-5000 Fax: (713) 224-9511 E-mail: alfredo.perez@weil.com chris.lopez@weil.com Debtor's Co-Counsel: Christopher Michael De Lillo, Esq. Zachary I. Shapiro, Esq. Daniel J. DeFranceschi, Esq. Zachary I. Shapiro, Esq. RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, Delaware 19801 Tel: (302) 651-7700 Fax: (302) 651-7701 E-mail: defranceschi@rlf.com shapiro@rlf.com delillo@rlf.com Debtors' Corporate Counsel: JONES WALKER LLP Debtors' Financial Advisor: ALIXPARTNERS, LLP Debtors' Investment Banker: LAZARD FRERES & CO. LLC Debtors' Restructuring Tax Consultant: KPMG LLP Debtors' Auditor & Tax Consultant: DELOITTE & TOUCHE LLP Debtors' Claims, Noticing & Solicitation Agent: EPIQ BANKRUPTCY SOLUTIONS, LLC Web site: http://dm.epiq11.com/#/case/TDW/dockets Total Assets: $4.31 billion as of Dec. 31, 2016 Total Debt: $2.34 billion as of Dec. 31, 2016 The petitions were signed by Bruce Lundstrom, executive vice president, general counsel and secretary. Debtors' List of 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------- Tidewater Inc., Unsecured Notes $1,159,059,408 c/o Paul, Weiss, Rifkind, Wharton & Garrison LLP as Counsel to the Unofficial Noteholder Committee 1285 Avenue of the Americas New York, NY 10019-6064 Attn: Alan Kornberg; Brian Hermann Tel: (212) 373-3209 Tax: (212) 492-0209 Email : akornberg@paulweiss.com Bank of America, as Unsecured Bank $904,226,680 Administrative Agent Debt 900 W Trade Street Charlotte, NC 28255 Name: Erik Truette Tel: (980) 387-5451 Email: Erik.m.truette@baml.com DNB Bank ASA, as Agent Guarantee $93,673,378 200 Park Avenue New York, NY 10166 Name: Attn: Credit Middle Office / Loan Administration Fax: (212) 681-3900 E-mail: caroljeanne.hourigan@dnb.no Banc of America Leasing & Sale Leaseback $85,020,734 Capital LLC 555 California Street, 4 th Floor Mail Code CA5-705-04-01 San Francisco, CA 94104 Name: Brian Yoakum Tel: (415) 765-7360 bryan.l.yoakum@bankofamerica.com Gulf Island Shipyards, LLC Ship Construction $9,475,000 c/o Steven W. Usdin, Barrasso Usdin Kupperman Freeman & Sarver, LLC 909 Poydras Street, Suite 2400 New Orleans, LA 70112 Name: Steven W. Usdin Tel: (504) 589-9700 Fax: (504) 589-9701 Email: susdin@barrassousdin.com Guaranty Trust Bank PLC Guarantee $5,599,332 RC 152321 Plot 635 Akin Adesola St PO Box 75455, Victoria Island, Lagos State, Nigeria Name: Tunji Oduntan Tel: +01-4480740-9, 2714580-9 Email: tunji.oduntan@gtbank.com Inmarsat Solutions B.V. Trade Payables $212,232 Loire 158-160 Entrance B Hague, 2491 AL Netherlands Name: Kleber Moran Tel: (954) 713 - 6123 Email: kleber.moran@inmarsat.com Oracle America, Inc. Trade Payables $84,417 Email: diane.smith@oracle.com Bollinger Shipyards, Inc Trade Payables $46,788 Email: timm@bollingershipyards.com Inchape Shipping Services Trade Payables $46,788 A&M Dockside Repair Inc. Trade Payables $39,958 Email: wamdockside@att.net Pentagon Freight Services Inc. Trade Payables $39,310 Email: houston@pentagonfreight.com Doerle Food Services Inc. Trade Payables $36,904 Email: kenny.bazer@doerlefoodservice.com BNA Marine Services Trade Payables $36,789 Email: jake.breaux@bnamarine.com Stone Marine Services LTD Trade Payables $33,105 Email: phil/murphy@stonemarineservices.com Shannon Hardware Co LTD Trade Payables $30,947 Email: rweber@shannonhardware.com Pon Power BV Trade Payables $29,470 Email: thomas.de.hass@pon-cat.com Bluetide Communications, Inc. Trade Payables $27,786 Email: rgrav@bluetidecomm.com Viking Life Saving Equipment Trade Payables $27,732 Email: wdel@viking-life.com Bayards USA, Inc. Trade Payables $26,667 Email: hendrik.kaijim@bayardsusa.com Siemens Industry Trade Payables $24,576 Email: luke.briant@siemens.com Driveline Service of Portland, Inc. Trade Payables $21,791 Email: kevin@driveshafts.com Sammy's Air & Repair Service, Inc. Trade Payables $18,220 Email: klaporte@sammysair.com Trafalgar Solutions, Inc. Trade Payables $17,687 Email: rtilva@trafalgarinc.com Level 3 Communications, LLC Trade Payables $16,902 Email: k.odom@level3.com AT&T Mobility Trade Payables $16,579 Email: lt920m@us.att.com CM Thibodaux Company, LTD Trade Payables $16,000 Email: rfuhrer@atvi.net Power Specialties, Inc. Trade Payables $15,745 Email: smay@atvi.net Superior Marine Technical Trade Payables $15,582 Services Email: thomas@superiormarinetech.com Ships Machinery International, Trade Payables $15,043 Inc. Email: csandoval@shipsmarchinery.com TIDEWATER INC: Files Voluntary Chapter 11 Bankruptcy Petition ------------------------------------------------------------- Tidewater Inc. on May 17, 2017, disclosed that it and certain of its subsidiaries have filed voluntary petitions under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware to pursue a prepackaged plan of reorganization (the "Prepackaged Plan") in accordance with its previously announced restructuring support agreement (the "RSA") with certain creditors to effectuate a comprehensive balance sheet restructuring. As previously disclosed, on May 12, 2017, the Debtors began soliciting votes on the Prepackaged Plan from certain of the Company's creditors. The lenders (the "Lenders") under the Company's Fourth Amended and Restated Revolving Credit Agreement (the "Credit Agreement"), the holders of the Company's 2010 Notes, 2011 Notes, and 2013 Notes (the "Senior Notes" and collectively the holders thereof, the "Noteholders"), as well as holders of sale leaseback claims that are anticipated to arise from the Company's rejection in bankruptcy of certain sale leaseback agreements pertaining to marine vessels chartered by certain Debtors (the "Sale Leaseback Parties", together with the Lenders and the Noteholders, the "General Unsecured Creditors"), are treated as a single class for purposes of voting under the Prepackaged Plan. As previously announced, Tidewater plans to reject certain sale-leaseback agreements for leased vessels currently in the Company's fleet, and to limit the resulting rejection damages claims to approximately $131 million. However, the Sale Leaseback Parties dispute the amount of the rejection damages claims and a final resolution of the amount of such claims will be subject to litigation. As a result, there is no certainty as to the final amount of sale-leaseback rejection damages claims that will be treated pursuant to the Prepackaged Plan. The Prepackaged Plan is supported by Lenders holding approximately 60% of the outstanding principal amount of loans under the Credit Agreement and Noteholders holding 99% of the aggregate outstanding principal amount of the Senior Notes. Collectively, these supporting Lenders and Noteholders also constitute a majority in number of the holders of General Unsecured Claims. No trustee has been appointed, and the Debtors will continue to operate the business as debtors-in-possession under the jurisdiction of the Bankruptcy Court and fully expect to continue existing operations and maintain staffing and equipment as normal throughout the court-supervised financial restructuring process. Tidewater has filed a series of motions with the Bankruptcy Court to ensure a seamless transition into chapter 11 and has sought the approval of the Bankruptcy Court to continue paying prepetition employee wages and salaries and to provide employee benefits without interruption. The Company continues to work closely with its suppliers and partners to ensure it meets ongoing obligations and business continues uninterrupted. Jeffrey M. Platt, Tidewater's President and Chief Executive Officer states, "After much thought and successful negotiations with certain of our economic stakeholders, we decided that commencing the chapter 11 cases was necessary to create financial stability which would allow Tidewater to remain a formidable competitor given this unprecedented industry downturn. Throughout the chapter 11 process, we anticipate meeting ongoing obligations to our employees, customers, vendors, suppliers, and others. We will continue to provide our customers with dependable, high-quality services." To support and effect the restructuring, the Debtors have filed applications to retain, among others, Weil, Gotshal & Manges LLP as restructuring counsel, Jones Walker LLP as corporate counsel, Lazard Frères & Co. as investment banker, and AlixPartners, LLP as restructuring advisor. Subject to the approval of the Bankruptcy Court, the Prepackaged Plan is expected to be consummated in approximately 45 days. Tidewater believes it has adequate liquidity to maintain its operations in the ordinary course and does not intend to seek any debtor-in-possession financing during the pendency of the bankruptcy cases. Tidewater is a provider of OSVs to the global energy industry. TIDEWATER INC: Has Prepack Plan, Sees Chapter 11 Exit by July ------------------------------------------------------------- Tidewater Inc. and its affiliated debtors commenced Chapter 11 cases to implement a fully negotiated, comprehensive, and consensual restructuring that will position them to survive an extended market downturn, exploit potential growth opportunities in the future, and continue to provide customers with high-quality, dependable services. The terms of the Restructuring are set forth in a Joint Prepackaged Chapter 11 Plan of Reorganization of Tidewater Inc. and its Affiliated Debtors filed in the U.S. Bankruptcy Court for the District of Delaware on May 17, 2017. As of the Petition Date, the Debtors have outstanding, unsecured prepetition funded debt obligations totaling approximately $2.04 billion, consisting of: (i) $900 million in borrowings under the Fourth Amended and Restated Revolving Credit Agreement, dated as of June 21, 2013 (the "Credit Agreement"), with the lenders and issuing banks party thereto from time to time (the "Tidewater Lenders"), Bank of America, N.A., as administrative agent; (ii) $500 million in principal amount of senior unsecured notes issued in November 2013 ("2013 Notes"); (iii) $165 million in principal amount of the senior unsecured notes issued in August 2011 ("2011 Notes"); (iv) $382.5 million in principal amount of 2010 Notes; and (v) approximately $92 million of U.S. dollar-equivalent ("USD") debt under the Amended and Restated Term Loan Facility Agreement, dated as of May 25, 2012 entered into by non-debtor affiliate Troms Offshore Supply AS, as borrower, and the Debtors as guarantors, with Eksportkreditt Norge AS ("EKN") and Kommunal Landspensjonskasse Gjensidig Forsikringsselskap ("KLP") as lenders ("Troms Credit Agreement"). Pursuant to the Prepackaged Plan, which is supported by holders of Class 3 Claims -- the only class of unsecured claims that is impaired and entitled to vote under the Prepackaged Plan -- the Debtors' proposed Restructuring will, among other things, provide for: * Full and final satisfaction of the Debtors' obligations under (i) the Credit Agreement, (ii) the Note Purchase Agreements, and (iii) the Sale Leaseback Agreements, in exchange for (a) $225 million in cash, (b) $350 million of new secured notes, and (c) approximately 95% of the new equity of the Reorganized Debtors (subject to dilution) to be distributed pro rata to the holders of such interests; * Amendment and Reinstatement of the Troms Credit Agreement, which will provide for a grant of first priority mortgages on certain vessels, deferment of 50% of the amortization payments payable thereunder during fiscal years 2018 and 2019, and an increase of 100 basis points to the interest rates otherwise in effect through fiscal year 2023; * Payment in full, in the ordinary course, of the Debtors' trade and other general unsecured creditors; and * Full and final satisfaction of the Debtors' existing common equity in exchange for (i) 5.0% of the new equity of the Reorganized Debtors (subject to dilution) and (ii) warrants to purchase an additional 15% of the new equity of the Reorganized Debtors (subject to dilution) to be distributed pro rata to the holders of such interests. Tidewater's creditors throughout its capital structure overwhelmingly support the restructuring. Pursuant to a Restructuring Support Agreement, dated as of May 11, 2017, a substantial majority of the holders of claims entitled to vote on the Prepackaged Plan -- including (a) holders of more than 60% of the outstanding principal amount of the Credit Agreement Claims, and (b) holders of more than 99% of the outstanding principal of the Notes Claims -- have already agreed, subject to the terms and conditions of the RSA, to vote in favor of the Prepackaged Plan. To reap the full benefits of the Restructuring, the Debtors must exit these Chapter 11 Cases quickly. Under the RSA, the Debtors have agreed to use commercially reasonable efforts to meet certain milestones for the restructuring process set forth in the RSA, including that entry of the order confirming the Prepackaged Plan occur no later than 75 calendar days after the Petition Date, and that the Prepackaged Plan becomes effective no later than 30 calendar days after entry of the Confirmation Order. To meet these deadlines, the Debtors have proposed the following key dates and deadlines related to the Restructuring: -- Voting Record Date: May 8, 2017 -- Commencement of Solicitation of Prepack Plan: May 12, 2017 -- Petition Date: May 17, 2017 -- Distribution of Combined Notice: May 22, 2017 -- Deadline to File Plan Supplement: June 5, 2017 -- Deadline to Vote on Prepackaged Plan: June 12, 2017 -- Deadline to File Objections to Plan: June 23, 2017 -- Deadline to Respond to Objections to Plan: June 27, 2017 -- Confirmation Hearing On or about June 29, 2017 A hearing on the first-day motions is scheduled for May 19, 2017 at 11:00 a.m. A copy of the affidavit in support of the first-day motions is available at: http://bankrupt.com/misc/Tidewater_1st_Day_Affidavit.pdf About Tidewater, Inc. Founded in 1955, Tidewater, Inc. (NYSE: TDW) is a publicly traded international petroleum service company headquartered in New Orleans, Louisiana, U.S.. It operates a fleet of ships, providing vessels and marine services to the offshore petroleum industry. Tidewater Inc. and its affiliates sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 17-11132) on May 17, 2017. The petitions were signed by Bruce Lundstrom, executive vice president, general counsel and secretary. Tidewater, Inc. disclosed $4.31 billion in total assets and $2.34 billion in debt as of Dec. 31, 2016 The Debtors tapped Weil, Gotshal & Manges LLP as counsel; Richards, Layton & Finger, P.A., as co-counsel; Jones Walker LLP, as corporate counsel; AlixPartners, LLP, as financial advisors; Lazard Freres & Co. LLC, as investment banker; KPMG LLP, as restructuring tax consultant; Deloitte & Touche LLP as auditor and tax consultant; and Epiq Bankruptcy Solutions, LLC, as claims and solicitation agent. TMX FINANCE: S&P Affirms 'B-' ICR; Outlook Remains Negative ----------------------------------------------------------- S&P Global Ratings said it affirmed its issuer credit rating on TMX Finance LLC at 'B-'. The outlook remains negative. S&P also corrected by lowering its issuer credit rating on TitleMax Finance Corp. to 'B-' from 'B'. The outlook is negative. At the same time, S&P affirmed the issue ratings on TMX's 8.5% senior notes due 2018 at 'B-'. S&P's recovery rating on these notes remains '4', reflecting its expectation for average recovery (45%-50%) in a simulated default scenario. "The issuer credit rating on TMX reflects weak financial performance due to the company's steep decline in loan originations and EBITDA, coupled with pending potential regulatory changes and litigation risks," said S&P Global Ratings credit analyst Gaurav Parikh. S&P expects leverage to remain above 5.0x and EBITDA coverage to remain below 2.5x for the next 12 months. Based on S&P's leverage calculation, which is adjusted for operating leases, leverage was 5.3x and EBITDA coverage was 2.1x in 2016, compared with 3.7x and 3.1x in 2015. S&P is also correcting by lowering its issuer credit rating on TitleMax Finance Corp., TMX's wholly-owned subsidiary, to 'B-' from 'B'. S&P should have lowered the rating on TitleMax Finance Corp. on Nov. 22, 2016, when S&P lowered the rating on TMX Finance LLC. The rating on the debt co-issued by TMX Finance LLC and TitleMax Finance Corp. was correctly lowered in November 2016. S&P's negative outlook on TMX reflects the refinancing risk, the firm's deteriorating financial performance, and S&P's expectations that the CFPB regulations, if enacted, would result in lower originations, higher loan losses, higher collection expenses, and increased compliance costs. S&P expects leverage to remain above 5.0x and EBITDA coverage to remain below 2.5x, with net charge-offs as a percentage of average receivables to remain below 40% over the next 12 months. S&P could lower its rating over the next six to 12 months to the 'CCC' category if S&P believes the company lacks a clear path to refinance its senior notes. S&P could also lower the issuer rating to selective default ('SD') and debt rating to default ('D'), if the company buys back its debt at distressed levels, which would be tantamount to a default. An upgrade is unlikely over the next 12 months. However, S&P could revise the outlook to stable if the company is able to refinance its existing notes. An upgrade would be contingent on leverage falling to 4.0x and 5.0x, and EBITDA coverage rising to above 3.0x. TRANSGENOMIC INC: Delays March 31 Form 10-Q for Review ------------------------------------------------------ Transgenomic, Inc., filed a Notification of Late Filing on Form 12b-25 with the Securities and Exchange Commission with respect to its Quarterly Report on Form 10-Q for the quarter ended March 31, 2017. The Company said it requires additional time for compilation and review of its Form 10-Q to ensure adequate disclosure of certain information required to be included in such Form 10-Q. Accordingly, the Company's preparation of its Form 10-Q cannot be accomplished in order to permit a timely filing without undue hardship and expense. The Form 10-Q will be filed as soon as possible following the prescribed due date. 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. Transgenomic reported 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. 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. US VIRGIN ISLANDS: S&P Restates Notes' 'B' Rating on Watch Neg. --------------------------------------------------------------- S&P Global Ratings has restated the CreditWatch with negative implications on its 'B' rating on the Virgin Islands Public Finance Authority's matching fund loan notes, senior- and subordinate-lien bonds, issued for the U.S. Virgin Islands (USVI). At the same time, S&P Global Ratings has restated the CreditWatch with negative implications on its 'B-' rating on the authority's gross receipts tax notes. S&P expects to resolve the CreditWatch within 90 days; at that time, S&P expects the details of the territory's adopted five-year economic growth plan to be available, allowing S& to evaluate the USVI's access to liquidity and long-term sustainability. S&P additionally believes that in the same period, demonstrated access to the capital market to pay its outstanding obligations could be an important element in evaluating the territory's capacity or willingness to meet all its financial obligations, including repayment of the notes and bonds. If the territory is unable to demonstrate access the market in the timeframe of the CreditWatch, or the final five-year plan does not adequately address the structural deficits and growing liabilities in the next year and successive years, there is at least a one-in-two chance that S&P could lower all the ratings. Notwithstanding the details of the plan, should there be an indication that the territory will reprioritize any of its notes or bond payments either through revenue diversion or restructuring of its obligations, S&P could rate all the notes and bonds multiple notches lower. Alternatively, if the five-year plan reasonably provides the ability for the territory to access short-term budget relief while effectively demonstrating plans to address its long-term fiscal pressures, S&P could remove the ratings from CreditWatch. The CreditWatch was initially placed on Feb. 28, 2017 due to USVI's ongoing liquidity challenges, which the territory expected to address through accessing external liquidity after enacting revenue enhancements in the five-year plan by March. Although the territory adopted the five-year economic growth plan in March, it remains unclear what the effect of the plan will be on the USVI's ability to access the capital market, ongoing liquidity pressures, and long-term fiscal sustainability. In February and March, the territory indicated that it held as low as two days' cash on hand and may not have had sufficient cash to meet obligations due in March without additional external liquidity or significant budget cuts. Although the territory indicates liquidity has increased to 18-20 days' cash as of May, the current liquidity is buoyed in part by a significant amount of payables which the territory expects to resolve with expected externally sourced working capital. If the USVI had made all payments due, the territory's cash position at the end of March would have been negative, in S&P's view. S&P believes USVI remains vulnerable to cash flow insufficiency and will need an infusion of cash to continue to support its operating expenses or significant budget cuts to keep ongoing revenue in line with expenses. After an unsuccessful attempt to access the capital market in January to sell about $247 million in matching fund revenue bonds, the governor indicated that investors required enactment of revenue enhancements outlined in the governor's five-year plan to re-establish market access. The five-year plan was passed in March with revisions from the initial proposal which corresponded to less revenue annually than originally anticipated. However, the territory's ability to access the market since enactment remains untested since it has not successfully obtained any external capital since that time. Although the territory indicated plans to access additional liquidity through the issuance of a $40 million property tax revenue anticipation note in March, the plans were halted. The finalized five-year plan will need to address short-term budget and liquidity pressures, as well as show a realistic plan toward addressing longer term looming pressures, such as ongoing structural deficits which have increased with revisions in the plan, growing payables, and significantly unfunded pension liabilities. Without definitive and attainable measures to address these pressures in the five-year plan, S&P would view the territory's high payables and failure to address its high pension liabilities as unsustainable, even though it gives temporary relief to its liquidity pressures. Outstanding payables include allotments to semi-autonomous agencies which S&P believes provide essential services and will need to be sustained, such as hospitals and waste management. While the territory has used payables to mitigate its liquidity pressure, an unanticipated loss of ability to manage payables in the immediate term could significantly affect its liquidity and credit quality. At the end of fiscal 2015, the territory's unfunded pension liabilities totaled about $4.1 billion, equating to a 19.6% funded ratio and its pension plans are projected to become insolvent by fiscal 2023. Although a more current valuation will not available until October 2017, S&P believes that the territory's pension liabilities have increased due to the territory's weaker-than-assumed returns and history of not fully funding its annual actuarial determined contributions. S&P also believes the pension plans could become insolvent sooner than projected and this would weaken S&P's view of credit quality if not adequately addressed in the five-year plan. It is S&P's opinion that the territory will need definitive and extensive action to address its current fiscal position to maintain S&P's view of its credit quality and its capacity or willingness to pay debt service on the notes and bonds. As the details of the five-year plan become available, it will need to demonstrate the territory's ability to reverse its budget deficit in the next year and improve liquidity and market access, in S&P's view, to be effective. "We also believe the passage of the Puerto Rico Oversight, Management, and Economic Stability Act (PROMESA) as signed into law on July 1, 2016, introduces additional uncertainty around the security for the notes and bonds. While PROMESA does not currently apply to territories other than Puerto Rico, it could establish a precedent for future bankruptcy-like restructurings by other territories such as USVI, especially if or when the territory experiences heightened fiscal distress. In our view, given the direct link between worsening fiscal distress and the likelihood of other territories seeking to establish their own oversight boards, our ratings continue to focus on predefault credit fundamentals, including the ongoing ability to pay obligations in full and on time," S&P said. VANGUARD NATURAL: Hearing on Exclusivity Extension Moved to May 30 ------------------------------------------------------------------ At the behest of Vanguard Natural Resources, LLC, the Hon. Marvin Isgur moved the hearing to consider the Debtors' request for extension of their exclusivity periods. The hearing was originally scheduled for 9:00 a.m. (CT) on May 19, 2017. The hearing is now continued to May 30 at 1:30 p.m. (CT), without prejudice to the Debtors' right to request that the Court further adjourn the Exclusivity Motion. Vanguard sought to move the hearing after the Ad Hoc Equity Committee filed an objection to the Exclusivity Extension request. The Objection largely concerns issues related to ongoing discovery between the Equity Committee and the Debtors regarding the Debtors' disclosure statement and plan of reorganization. According to the Ad Hoc Equity Committee -- which comprise certain unaffiliated holders of Vanguard's preferred and common units -- the Debtors hastily filed a Plan and Disclosure Statement, borne of a pre-bankruptcy negotiated Restructuring Support Agreement with a subset of holders of Vanguard's prepetition second lien notes and unsecured senior notes. As readily apparent from the four corners of the Plan and Disclosure Statement, these documents and underlying terms were half-baked, with gaping holes of information and a flawed valuation premise. The Ad Hoc Equity Committee also stated that since the initial setting of the hearing to consider approval of the Disclosure Statement, the Debtors have sought five hearing continuances and have repeatedly promised a wholesale amendment of the Plan and Disclosure Statement. During this time, the Equity Committee has undertaken discovery related to the Plan and Disclosure Statement. The Ad Hoc Equity Committee recounted that at the status conference hearing on April 13, 2017, the Bankruptcy Court admonished the Debtors to provide information to the Equity Committee and others and specifically cautioned that if information was not forthcoming, the Disclosure Statement would not be approved. According to the Ad Hoc Equity Committee, the Debtors are now withholding information by asserting a common interest privilege with a subset of constituencies. The privilege log received by the Committee is wholly deficient, but clearly asserts a common interest privilege ostensibly covering large blocks of time apparently with members and professionals representing the second lien notes and the unsecured senior notes. The Equity Committee said it has requested that the Debtors provide a privilege log in compliance with the Federal Rules of Evidence. If no log is tendered, the Equity Committee will be required to file a Motion to Compel. The Equity Committee also said it has received no information identifying the multitude of individuals referenced in the privilege log, whose communications are alleged to be covered by the common interest privilege. Though the Debtors dropped a footnote that such "common interest privilege" is as of January 30, 2017, the Committee cannot tell what specific communications are being withheld based on the privilege log. The Debtors have grouped communications under categories, identified names but not their company affiliation, and identified communications based on date ranges for both the prepetition and postpetition periods. "When viewed in the context of the issues that have been raised by the Equity Committee thus far, the credibility of the Debtors is in serious question, as is whether any plan of reorganization premised on the RSA is being proposed in good faith," the Equity Committee said. The Debtors on Thursday disputed the Equity Committee's characterizations in the Objection. The Debtors explained they have worked diligently to provide the Equity Committee with over 10,000 pages of relevant documents in response to the Equity Committee's requests for production, including plan term sheets, management presentations, emails among counsel negotiating the Restructuring Support Agreement, and asset sales going back more than a year. In addition, the Equity Committee has taken two depositions, including a 30(b)(6) deposition and a deposition of Dan Aronson of Evercore, which lasted approximately ten hours in the aggregate. The Debtors argued that the Equity Committee's suggestion that they have been hiding the ball lacks merit. Regardless, the Debtors are committed to continuing to work with the Equity Committee on the discovery issues and to resolve the Objection. The Debtors believe that the adjournment of the hearing to consider approval of the Exclusivity Motion will result in the resolution of the Equity Committee's concerns. About Vanguard Natural Resources Vanguard Natural Resources, LLC -- http://www.vnrllc.com/-- is a publicly traded limited liability company focused on the acquisition, production and development of oil and natural gas properties. Vanguard's assets consist primarily of producing and non-producing oil and natural gas reserves located in the Green River Basin in Wyoming, the Permian Basin in West Texas and New Mexico, the Gulf Coast Basin in Texas, Louisiana, Mississippi and Alabama, the Anadarko Basin in Oklahoma and North Texas, the Piceance Basin in Colorado, the Big Horn Basin in Wyoming and Montana, the Arkoma Basin in Arkansas and Oklahoma, the Williston Basin in North Dakota and Montana, the Wind River Basin in Wyoming, and the Powder River Basin in Wyoming. The Debtors listed total assets of $1.54 billion and total debts of $2.3 billion as of Feb. 1, 2017. Paul Hastings LLP is serving as legal counsel and Evercore Partners is acting as financial advisor to Vanguard. Opportune LLP is the Company's restructuring advisor. Prime Clerk LLC is serving as claims and noticing agent. Judy R. Robbins, the U.S. Trustee for Region 7, on Feb. 14, 2017, appointed three creditors to serve on the official committee of unsecured creditors appointed in the Debtor's case. The Committee hired Akin Gump Strauss Hauer & Feld LLP as counsel and FTI Consulting, Inc., as financial advisor. The Company on March 16, 2017, filed a motion with the Bankruptcy Court disclosing a Stipulation and Agreed Order entered into on March 15, 2017, by and between the Debtors and certain unaffiliated holders of its Preferred Units and common units pursuant to which the Debtors and the Ad Hoc Equity Committee agreed, among other things, that professionals for the Ad Hoc Equity Committee would be funded by the Debtors' estates for services performed within a defined scope and subject to agreed caps on fees and expenses as described in the Stipulation and Agreed Order. Counsel to the Ad Hoc Equity Committee: Sharon M. Beausoleil, Esq. Alexander Chae, Esq. GARDERE WYNNE SEWELL LLP 1000 Louisiana, Suite 2000 Houston, TX 77002-5011 Tel: 713-276-5539 Fax: 713-276-6539 E-mail: achae@gardere.com sbeausoleil@gardere.com - and - Holland N. O'Neil, Esq. GARDERE WYNNE SEWELL LLP Tel: 214-999-4961 Fax: 214-999-3961 2021 McKinney Avenue, Suite 1600 Dallas, TX 7520 E-mail: honeil@gardere.com Attorneys for Citibank, N.A, as administrative agent under the Third Amended and Restated Credit Agreement, dated as of September 30, 2011, are Chris Lopez, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil Gotshal & Manges LLP. VANITY SHOP: Taps Jill Motschenbacher as Accountant --------------------------------------------------- Vanity Shop of Grand Forks, Inc. seeks approval from the U.S. Bankruptcy Court for the District of North Dakota to hire an accountant. The Debtor proposes to hire Jill Motschenbacher, a certified public accountant, to provide general consultation regarding its financial affairs, give advice on business accounting procedures and financial reports, and provide other services related to its Chapter 11 case. Ms. Motschenbacher will charge $275 per hour for her services. In a court filing, Ms. Motschenbacher disclosed that she is "disinterested" and will not hold or represent any interest adverse to the Debtor. About Vanity Shop of Grand Forks Based in Fargo, North Dakota, Vanity Shop of Grand Forks, Inc. filed a Chapter 11 petition (Bankr. D. N.D. Case No. 17-30112) on March 1, 2017. The petition was signed by James Bennett, chairman of the Board of Directors. In its petition, the Debtor estimated assets of less than $100,000 and liabilities of $10 million to $50 million. Judge Shon Hastings presides over the case. Caren Stanley, Esq., at Vogel Law Firm, serves as the Debtor's bankruptcy counsel. The Debtor hired Eide Bailly, LLP and Bell Bank as auditor and trustee for the ERISA Plan, respectively. On March 10, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee hired Fox Rothschild LLP as bankruptcy counsel, BGA Management, LLC, as financial advisor, and Brady Martz & Associates PC, as accountant. WEIGHT WATCHERS: Egan-Jones Raises Commercial Paper Ratings to B ---------------------------------------------------------------- Egan-Jones Ratings, on April 26, 2017, upgraded the local currency and foreign currency ratings on commercial paper issued by Weight Watchers International Inc. to B from C. Weight Watchers is a commercial provider of weight management services, operating globally through a network of Company-owned and franchise operations. WEIGHT WATCHERS: S&P Affirms B- CCR & Alters Outlook to Positive ---------------------------------------------------------------- S&P Global Ratings affirmed its 'B-' corporate credit rating on New York, New York-based Weight Watchers International Inc. and revised the outlook to positive from stable. At the same time, S&P affirmed its 'B-' issue-level rating on the company's first-lien credit facilities, including a $50 million revolving facility expiring in 2018 and a $2.1 billion term loan due in 2020. S&P's recovery rating of '4' on the first-lien facilities remains unchanged, indicating its expectation for lenders to receive average (30%-50%; rounded estimate: 40%) recovery in the event of payment default. S&P estimates the company's funded debt at year-end 2016 at about $2 billion. "Weight Watchers reported improved cash flow and credit metrics in 2016, and we expect operating results and credit metrics will continue to improve in 2017, reflecting solid membership growth during the important winter season," said S&P Global Ratings credit analyst Peter Deluca. S&P's base forecast anticipates adjusted debt to EBITDA of near 6.6x in 2017 and 6x in 2018, compared to 7.3x as of December 2016 and 8.3x in 2015. S&P's forecast also anticipates funds from operations (FFO) to debt strengthening to about 8.4% in 2017 and close to 9.2% in 2018, from 7.8% in 2016. S&P expects the company's marketing efforts will continue to resonate with consumers, resulting year-over-year subscriber growth during next year's winter recruiting season. Subscriber growth is highest during the winter, and members typically remain engaged with the company's programs for eight to nine months after enrollment. Working capital management, in S&P's view, will remain near current levels throughout the forecast period, and the company's variable-cost operating structure will continue to generate sufficient funds to reinvest in the business. The positive outlook reflects S&P's expectation that Weight Watcher's will improve its operating performance, aided by a solid recruiting season, effective marketing, and a variable cost operating model. S&P expects debt to EBITDA to approach the 6.5x area by year-end 2017 and near 6x in 2018. In addition, S&P expects the company will generate ample cash flow to reinvest in the business given its modest capital spending requirements and solid expense management. S&P could upgrade its rating on Weight Watchers should the company maintain its effective marketing, membership growth, and expense management initiatives such that debt-to-EBITDA leverage is sustained near 6.5x. S&P could revise the outlook back to stable if Weight Watchers' credit metrics begin to weaken considerably, including debt to EBITDA leverage sustained near 7.5x. This could occur from weaker-than-expected operating performance, possibly stemming from declining membership, ineffective marketing, and competing weight loss management products and services. WEST CONTRA COSTA: U.S. Trustee Appoints 2 Committee Members ------------------------------------------------------------ The U.S. Trustee for Region 17 on May 17 filed an amended notice of appointment of unsecured creditors' committee in the Chapter 9 case of West Contra Costa Healthcare District. The agency announced in the filing that these creditors were appointed to serve on the committee: (1) California Nurses Association 155 Grand Ave. Oakland, CA 94612 (2) Rex Shelton, Vice President Conduent, Inc. fka Xerox Consultant Co. Inc. 5225 Auto Club Drive Dearborn, MI 48126 About West Contra Costa Healthcare Based in Pinole, California, West Contra Costa Healthcare District dba Doctors Medical Center San Pablo/Pinole filed for Chapter 9 protection on Oct. 20, 2016 (Bankr. N.D. Ca. Case No. 16-42917). Samuel R. Maizel, Esq., at Dentons US LLP, represents the Debtor in its case. The Debtor estimated assets of between $10 million and $50 million, and debts of between $50 million and $100 million. WILLOW BEND: Taps Phillip K. Wallace as Legal Counsel ----------------------------------------------------- Willow Bend Ventures, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Louisiana to hire legal counsel. The Debtor proposes to hire Phillip K. Wallace, PLC to give legal advice regarding its duties under the Bankruptcy Code, and provide other legal services related to its Chapter 11 case. Phillip Wallace, Esq., the attorney primarily responsible for representing the Debtor, will charge an hourly fee of $250. Paralegals will charge $70 per hour. The Debtor paid a retainer of $15,000 to the firm and $1,717 for the filing fees. Wallace does not represent or hold any interest adverse to the Debtor or its bankruptcy estate, according to court filings. The firm can be reached through: Phillip K. Wallace, Esq. Phillip K. Wallace, PLC 4040 Florida Street, Suite 203 Mandeville, LA 70448 Tel: (985) 624-2824 Fax: (985) 624-2823 Email: Philkwall@aol.com About Willow Bend Ventures Based in Carriere, Mississippi, Willow Bend Ventures, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Case No. 17-11178) on May 9, 2017. The petition was signed by Hensley R. Lee, manager. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. The case is assigned to Judge Elizabeth W. Magner. YRC WORLDWIDE: Bank Debt Trades at 2% Off ----------------------------------------- Participations in a syndicated loan under YRC Worldwide is a borrower traded in the secondary market at 97.98 cents-on-the-dollar during the week ended Friday, May 5, 2017, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.15 percentage points from the previous week. YRC Worldwide pays 700 basis points above LIBOR to borrow under the $0.700 billion facility. The bank loan matures on Feb. 12, 2019 and carries Moody's Ba3 rating and Standard & Poor's B- rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended May 5. YUM! BRANDS: Moody's Affirms Ba3 CFR & Revises Outlook to Stable ---------------------------------------------------------------- Moody's Investors Service affirmed Yum! Brands, Inc.'s ("Yum") Ba3 Corporate Family Rating (CFR), Ba3-PD Probability of Default Rating, B2 unsecured legacy note rating and SGL-1 Speculative Grade Liquidity Rating. Moody's also affirmed KFC Holdings, Co.'s Ba1 senior secured revolver and senior secured term loan ratings and B1 senior unsecured note rating. In addition, Yum's outlook was changed to stable from negative. "The change in outlook to stable reflects Yum's successful seperation of its China operations and the completion of its recapitalization as planned as well as Moody's views that credit metrics will remain around current levels with leverage of 5.4 times" stated Bill Fahy, Moody's Senior Credit Officer. Issuer: KFC Holding Co. -- Backed Senior Unsecured Regular Bond/Debenture, Affirmed B1, LGD 4 -- Backed Senior Secured Bank Credit Facility, Affirmed Ba1, LGD 2 Issuer: Yum! Brands Inc. -- LT Corporate Family Rating, Affirmed Ba3 -- Senior Unsecured Regular Bond/Debenture, Affirmed B2, LGD 5 -- Senior Unsecured Shelf, Affirmed (P)B2 -- Probability of Default Rating , Affirmed Ba3-PD -- Speculative Grade Liquidity Rating, Affirmed SGL-1 Outlook Actions: -- Outlook, Changed To Stable From Negative RATINGS RATIONALE The Ba3 Corporate Family Rating (CFR) reflects Yum's significant scale, geographic reach, brand diversity and franchise based business model which helps to add stability to revenues and earnings as compared to some other restaurant operators and reduces overall capital requirements. The ratings also factor in the reduced earnings volatility that result from Yum's goal of becoming 98% franchised by the end of 2018 as well as the company's very good liquidity. The ratings also incorporate Yum's financial policy that favors shareholder returns as it completes its goal of returning between $6.5-$7.0 billion to shareholders from 2017 to 2019, while targeting leverage of about 5.0x (5.4 times based on Moody's standard analytical adjustments). Yum's shareholder returns are expected to be funded through a combination of internal cash flow, additional debt and refranchising proceeds. The stable outlook reflects Moody's expectations that Yum maintains a consistent financial policy that results in credit metrics sustained around current levels, particularly leverage of 5.4 times (based on Moody's standard analytical adjustments). The outlook also expects the company to maintain very good liquidity. Yum's ratings could be downgraded in the event of a sustained deterioration in credit metrics with adjusted debt to EBITDA well above 5.5 times or EBIT to Interest below 2.5 times. An upgrade would require a sustained improvement in Pizza Hut while maintaining good operating performance at KFC and Taco Bell and debt to EBITDA below 4.75 times and EBIT to Interest above 3.0 times. Moreover, a proven track record of a consistent financial policy that results in credit metrics in-line with current levels could result in upward ratings pressure. Yum! Brands, Inc. (Yum), headquartered in Louisville, Kentucky, is an owner, operator and franchisor of quick service and casual dining restaurants with brands that include KFC, Taco Bell, and Pizza Hut. Revenues are around $6.4 billion. The principal methodology used in these ratings was Restaurant Industry published in September 2015. [*] Fitch: Rue21 Filing Boosts US Retain Loan Default Rate to 1.7% ------------------------------------------------------------------ Struggling teen apparel specialty chain Rue21's bankruptcy filing Monday lifts Fitch's U.S. retail TTM (trailing 12-month) institutional leveraged loan default rate to 1.7% from 0.9%. An impending bankruptcy from Gymboree would propel the retail TTM to 2.7%. Fitch forecasts the retail loan default rate at 9% on roughly $6 billion of defaults, though the fate of Sears Holdings and the resolution of J. Crew Group’s bond exchange could materially alter the projection. The high yield retail default rate is also expected to finish 2017 at 9%, with more than $4 billion of likely defaults. Fitch's expectation of increasing retail defaults stems from increased discounter (including off-price and fast-fashion apparel) and online penetration, along with shifts in consumer spending toward services and experiences. These factors have created a highly competitive retail environment and accelerated the downtrend in mall-based shopping. Retailers have also suffered from the ebb and flow of brand popularity. Negative comparable store sales and fixed-cost deleveraging have led to free cash flow deficits, tight liquidity and unsustainable capital structures for some leveraged issuers. Competition from fast fashion and secular shifts in teen spending habits contributed to Rue 21’s filing. Bankruptcies of other leveraged apparel retailers during the past two years, including The Wet Seal, Aeropostale, Quiksilver, Pacific Sunwear and American Apparel reflected similar challenges. Rue21 has operated with high leverage since a buyout by the private equity firm Apax Partners in 2013. The company’s loans and bonds were initially identified by Fitch as at high risk of default within the next 12 months in Fitch’s August 2016 Default Insight reports. There are 11 retail names on Fitch's loans and/or bonds of concern lists, which compile issuers with a significant risk of default within the next 12 months. The loans of concern list has nine retailers with term loan debt totaling $5.6 billion, including Sears Holdings (roughly $2.5 billion), Gymboree, Nine West Holdings, 99 Cents Only Stores, True Religion Apparel, Charlotte Russe, Charming Charlie, NYDJ Apparel and Vince. The bonds of concern list includes the following retail names: Claire's Stores, Sears Holdings, Chinos Intermediate Holdings (J Crew Group), 99 Cents Only Stores and Gymboree for $4.6 billion of bond debt. Rue21's debt consists of a $538.5 million secured term loan due 2020, $250 million of 9% senior notes due 2021, and a $150 million asset-based loan (ABL) facility (usage not available). The term loan and 9% notes are currently bid at 10 and 11.625, indicating poor recovery prospects. The company has also reached agreements to obtain up to $125 million in ABL debtor-in-possession (DIP) financing from its existing ABL lenders and up to $50 million in new money term loan DIP financing from certain existing term loan lenders. A restructuring support agreement reached with 96.8% of Rue21's term loan lenders and 60.2% of noteholders includes an expected fall 2017 emergence as a smaller, less-leveraged going concern. Fitch-rated CLOs have limited exposure to Rue21's term loan. In total, 13 Fitch-rated CLOs owned this loan as of April 30, 2017, averaging 0.2% of portfolio holdings. In addition, seven Fitch-rated CLOs have exposure to Gymboree, averaging 0.3% of portfolio holdings. Fitch believes Gymboree is at imminent risk of default. [*] Moody's Liquidity-Stress Index Set to Decline Again in May -------------------------------------------------------------- Moody's Liquidity-Stress Index (LSI) declined again through mid-May, extending its improving trend to just over a year, the rating agency says in its most recent edition of SGL Monitor. The index dipped to 4.6% in mid-May from 4.9% in April as US speculative-grade company liquidity positions continue to be bolstered by earnings and good access to credit markets. Moody's Liquidity-Stress Index falls when corporate liquidity appears to improve and rises when it appears to weaken. "The LSI is benefiting from fundamental strengths, including steady-to-growing corporate earnings and strong investor appetite for yield," said Senior Vice President John Puchalla. "Importantly, despite new issue volume easing in April from the first quarter's blistering pace, new issuance continues at a healthy overall clip." Thus far in May, upgrades of Moody's speculative-grade liquidity (SGL) ratings outpaced downgrades by six to one, Puchalla says. SGL rating activity reflects easing volatility, mainly as energy-related woes continue to ebb. With oil prices and production increasing, the fortunes of companies that supply the industry are also rebounding, including those of frack sand suppliers Fairmount Santrol and Hi-Crush Partners, which both saw their liquidity ratings upgraded to SGL-3 from SGL-4 in May. Meanwhile, Moody's Covenant-Stress Index slipped to 3.2% in April from 3.5% in March. The index, which has been below its 5.8% long-term average since June last year, indicates that US speculative-grade companies continue to run a very low risk of violating their debt covenants. Moody's forecasts that the US speculative-grade default rate will decline to 3.0% in April 2018 from 4.5%, against a long-term average of 6.8%. [^] BOOK REVIEW: Risk, Uncertainty and Profit --------------------------------------------- Author: Frank H. Knight Publisher: Beard Books Softcover: 381 pages List Price: $34.95 Review by Gail Owens Hoelscher Order your personal copy today at http://www.amazon.com/exec/obidos/ASIN/1587981262/internetbankrupt The tenets Frank H. Knight sets out in this, his first book, have become an integral part of modern economic theory. Still readable today, it was included as a classic in the 1998 Forbes reading list. The book grew out of Knight's 1917 Cornell University doctoral thesis, which took second prize in an essay contest that year sponsored by Hart, Schaffner and Marx. In it, he examined the relationship between knowledge on the part of entrepreneurs and changes in the economy. He, quite famously, distinguished between two types of change, risk and uncertainty, defining risk as randomness with knowable probabilities and uncertainty as randomness with unknowable probabilities. Risk, he said, arises from repeated changes for which probabilities can be calculated and insured against, such as the risk of fire. Uncertainty arises from unpredictable changes in an economy, such as resources, preferences, and knowledge, changes that cannot be insured against. Uncertainty, he said "is one of the fundamental facts of life." One of the larger issues of Knight's time was how the entrepreneur, the central figure in a free enterprise system, earns profits in the face of competition. It was thought that competition would reduce profits to zero across a sector because any profits would attract more entrepreneurs into the sector and increase supply, which would drive prices down, resulting in competitive equilibrium and zero profit. Knight argued that uncertainty itself may allow some entrepreneurs to earn profits despite this equilibrium. Entrepreneurs, he said, are forced to guess at their expected total receipts. They cannot foresee the number of products they will sell because of the unpredictability of consumer preferences. Still, they must purchase product inputs, so they base these purchases on the number of products they guess they will sell. Finally, they have to guess the price at which their products will sell. These factors are all uncertain and impossible to know. Profits are earned when uncertainty yields higher total receipts than forecasted total receipts. Thus, Knight postulated, profits are merely due to luck. Such entrepreneurs who "get lucky" will try to reproduce their success, but will be unable to because their luck will eventually turn. At the time, some theorists were saying that when this luck runs out, entrepreneurs will then rely on and substitute improved decision making and management for their original entrepreneurship, and the profits will return. Knight saw entrepreneurs as poor managers, however, who will in time fail against new and lucky entrepreneurs. He concluded that economic change is a result of this constant interplay between new entrepreneurial action and existing businesses hedging against uncertainty by improving their internal organization. Frank H. Knight has been called "among the most broad-ranging and influential economists of the twentieth century" and "one of the most eclectic economists and perhaps the deepest thinker and scholar American economics has produced." He stands among the giants of American economists that include Schumpeter and Viner. His students included Nobel Laureates Milton Friedman, George Stigler and James Buchanan, as well as Paul Samuelson. At the University of Chicago, Knight specialized in the history of economic thought. He revolutionized the economics department there, becoming one the leaders of what has become known as the Chicago School of Economics. Under his tutelage and guidance, the University of Chicago became the bulwark against the more interventionist and anti-market approaches followed elsewhere in American economic thought. He died in 1972. ********* 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 ***