/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/170605.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, June 5, 2017, Vol. 21, No. 155 Headlines 1018 MORRIS PARK: Case Summary & 2 Unsecured Creditors 5 STAR INVESTMENT: Trustee Selling Indiana Property for $370K 5K CAR STORE: Case Summary & 16 Largest Unsecured Creditors 8281 MERRILL ROAD: Case Summary & 12 Unsecured Creditors ACOSTA INC: Bank Debt Trades at 7% Off AFFATATO 1 SERVICES: Has Interim Nod on Cash Use Through July 26 AFFYMETRIX INC: Egan-Jones Withdraws 'B' Sr. Unsecured Ratings ALERIS INTERNATIONAL: S&P Affirms 'B' CCR; Outlook Negative ALEX KODNEGAH: Wants to Move Plan Solicitation Period to April 2018 ALLCORP INC: Heartland Bank to Get Monthly Payment of $3K ALLCORP INC: Heartland Plan Sells CSB Stock to Pay Creditors AMERICAN AIRLINES: Term Loan Re-pricing No Impact on Fitch BB- IDR AMERICAN CONTAINER: Renasant Bank Objects to Disclosure Statement AMERICAN CONTAINER: US Trustee Tries to Block Disclosures Approval AMERICAN RENAL: Moody's Assigns B2 Rating to Secured Loans ARUBA PETROLEUM: Unsecureds to Get Full Payment Under Plan ATKINS NUTRITIONALS: Moody's Assigns B1 CFR; Outlook Stable BASS PRO: Bank Debt Trades at 3% Off BCP RAPTOR: Fitch Assigns First Time BB- Long-Term IDR BELK INC: Bank Debt Trades at 14% Off BENJAMIN AND BENT: Unsecureds to Get Monthly Payment with 5.25% BEST COMPANION: U.S. Trustee Unable to Appoint Committee BLACK IRON: Case Summary & 5 Unsecured Creditors BOMBARDIER REC: Share Buyback Plan No Impact on Moody's Ba3 CFR BRISTOW GROUP: Moody's Lowers CFR to B3; Outlook Negative CALCEUS ACQUISITION: S&P Affirms 'B-' CCR on Improving Metrics CAPITAL TRANSPORTATION: Intends to File Chapter 11 Plan by Aug. 10 CATASYS INC: Will Increase Enrollment for OnTrak-A in Eight States CATCH 22 LINY: Plan Exclusivity Deadline Extended Through July 31 CBAK ENERGY: Inks $9.6M Securities Purchase Pact with Investors CBL & ASSOCIATES: Moody's Affirms (P)Ba1 Preferred Shelf Rating CEDAR FAIR: Egan-Jones Lowers Sr. Unsecured Ratings to BB CHARLES A. KNIGHT: Files Amended Chapter 11 Liquidation Plan CHARLES STREET: In Active Negotiations with Secured Creditor CHICAGO, IL: S&P Cuts Rating on 2008/2013 MFT Revenue Bonds to BB+ CHICO HEALTH: Unsecureds to Get Full Payment in Cash Under Plan CIT GROUP: Fitch to Rate Perpetual Preferred Stock 'B(EXP)' CIT GROUP: Moody's Rates $325MM Perpetual Preferred Stock 'B1' CITY TOURS: Unsecureds to Recover 50% in 20 Quarterly Installments CLARKE PROJECT: Allowed to Use Cash Collateral Through Sept. 30 CLEAR LAKE: Andersons Buying Perkinston Property for $84K COCRYSTAL PHARMA: Removes 'Interim' Tag from Title of CFO Callan CONCHO RESOURCES: Egan-Jones Upgrades Sr. Unsecured Ratings to BB- CONCORDIA INTERNATIONAL: UK CMA to Continue Pricing Probe CPI CARD: Moody's Lowers CFR to B2; Outlook Stable CROSIER FATHERS: Case Summary & Top Unsecured Creditors CROSIER FATHERS: Proposes Ex-Judge Hogan as Unknown Claims Rep CROSIER FATHERS: To Keep Abuse Victims' Names Confidential CSMC TRUST 2017-FHA1: Moody's Assigns (P)B3 Rating to Cl. B-3 Notes DAILY HAVEN: Plan, Disclosures Hearing on July 20 DALLAS COUNTY SCHOOLS: Moody's Lowers GOLT Debt Rating to B3 DAWSON COUNTY HOSPITAL: S&P Lowers Ratings on GO Debt to 'CCC' DYNEGY INC: Egan-Jones Raises Sr. Unsecured Ratings to B EDIFICE GROUP: Seeks Interim Approval to Use Cash Collateral EM LODGINGS: Needs More Time to Close Marriott Deal, File Plan ETERNAL ENTERPRISE: Proposes to Use $27,230 to Pay A.D. Property EXCO RESOURCES: Stockholders Elect Seven Directors EXCO RESOURCES: Will Effect 1-for-15 Reverse Stock Split FIDELITY & GUARANTY: Fitch Keeps 'BB' IDR on Rating Watch Evolving GENERAL WIRELESS: U.S. Trustee Adds Cheng Pu to Creditors' Panel GEORGINA LLC: Disclosures OK'd; Plan Hearing on July 28 GFC PROPERTIES: Valley National Opposes Cash Collateral Use GILLESPIE OFFICE: Plan Solicitation Period Extended Until July 31 GUIDED SYSTEMS: Case Summary & 20 Largest Unsecured Creditors GULFMARK OFFSHORE: RBS Forbearance Extended Until June 16 GYMBOREE CORP: Bank Debt Trades at 55% Off GYMBOREE CORP: Misses June 1 Interest Payment on Senior Notes H-D ACQUISITION: E. Woodruff to Get Monthly Payments in Two Years HALKER CONSULTING: Case Summary & 15 Unsecured Creditors HALKER CONSULTING: Seeks Cash Access Until Aug. 31 HAWAIIAN AIRLINES: Fitch Revises Outlook to Pos & Affirms B+ IDR HELLBENDER BREWING: Has $200K Equity Infusion from Dr. Evans HERTZ CORP: Moody's Rates $1-Bil. 2nd Lien Notes Due 2022 'B1' HHGREGG INC: Committee Taps Bingham Greenebaum as Local Counsel HHGREGG INC: Committee Taps Cooley LLP as Lead Counsel HHGREGG INC: Committee Taps Province Inc. as Financial Advisor HHGREGG INC: Seeks Authority to Destroy Customer Receipts HHGREGG INC: Taps Ogletree as 'Ordinary Course' Labor Counsel HOOVER GROUP: Delayed Audit Delivery Credit Negative, Moody's Says HRG GROUP: Fitch Revises Rating Watch on B IDR to Evolving HUNT OIL: S&P Affirms 'BB-' CCR on Revised Cash Flow Projections IHEARTCOMMUNICATIONS INC: Extends Private Offers to Noteholders IHEARTCOMMUNICATIONS INC: Extends Private Term Loan Offers III EXPLORATION: Needs Time to Settle Environment Issues, File Plan ILLINOIS: S&P Lowers Rating on Appropriation Debt to 'BB+' INTERNATIONAL BRIDGE: Can Continue Using Cash Until June 30 INTERNATIONAL SHIPHOLDING: Egan-Jones Withdraws 'B' Ratings INTERNATIONAL SHIPHOLDING: Set to Exit Chapter 11 Bankruptcy JEFFREY L. MILLER: Plan Outline Okayed, Plan Hearing on July 19 JOE'S PLACE: Case Summary & 20 Largest Unsecured Creditors JT TRANSIT: 1% Recovery for Unsecured Creditors Under Plan JVJ PHARMACY: EZ RX Reduces Funding of Unsecured Account to $100K KDA GROUP: Discloses Dispute with Hertz Gateway in Latest Plan KDA GROUP: Plan Confirmation Hearing on June 29 LCM LIMITED XV: Moody's Assigns Ba3(sf) Rating to Cl. E-R Notes LONE PINE MOTEL: Cash Use Motion Mooted by Case Dismissal LOUISIANA PELLETS: Disclosure Statement Hearing Set for June 27 MALIBU LIGHTING: Files Chapter 11 Plan of Liquidation MANUGRAPH AMERICAS: Case Summary & 20 Largest Unsecured Creditors MCDERMOTT HOLDINGS: Moody's Assigns B2 Corporate Family Rating MEMPHIS LOUIE: Plan and Disclosures Hearing on June 29 MIG, LLC: Pursues Sale of Assets to Shenton Park for $72 Million MINI MASTER: G.I.S. Buying Ford Pickup Trucks for $1.5K MINI MASTER: Gutierrez Buying Two Hauling Trucks for $10K MINI MASTER: Melendez Buying Ford F-70 C-5T for $1K MINI MASTER: San Miguel Buying GMC Sierra PK-171 for $1K MOLONEY ELECTRIC: Bids for Machinery & Equipment Due June 29 MONACO MOTEL: Cash Use Motion Mooted by Case Dismissal MURDOCK EMPIRE: June 20 Plan Confirmation Hearing MURPHY OIL: Egan-Jones Upgrades Sr. Unsecured Ratings to BB- NAB HOLDINGS: Moody's Affirms B2 CFR & Rates $715MM Secured Debt B2 NAB HOLDINGS: S&P Lowers CCR to 'B' on Debt-Funded Acquisition NATIVE GAMES: Exclusive Plan Filing Period Extended to July 29 NAVISTAR INTERNATIONAL: Extends NPA Purchase Expiration to 2018 NEIMAN MARCUS : Bank Debt Trades at 11% Off NEWFIELD EXPLORATION: Fitch Affirms BB+ Long-Term IDR NUVERRA ENVIRONMENTAL: David Hargreaves Appointed to Committee OAKRIDGE HOLDINGS: Hires Bradley Hennen as Special Counsel ONSITE TEMP: Names Morris Anderson's Tim Shaffer as CRO OUTSIDE PLANT: Unsecured Creditors to Recoup 25.6% Under New Plan PALATIAL INVESTMENT: July 11 Disclosure Statement Hearing PANDA TEMPLE: Claim Filing Deadline Set for June 28 PANDA TEMPLE: Proposes Plan to Exit Chapter 11 Protection PARK HOTELS: Egan-Jones Lowers Sr. Unsecured Ratings to BB+ PEN INC: CEO Holds 31% of Class A Common Stock as of May 23 PEN INC: Ronald Berman Owns 14% Class A Shares as of May 23 PETSMART INC: Bank Debt Trades at 6% Off PITTSFIELD DEVT.: $16M Offer for 33% of Building to Open Auction PLAIN LEASING: Wants to Use Bank's Cash Collateral Through July 31 POSITRON CORP: Gets Court Approval of Plan to Exit Bankruptcy PRESCOTT VALLEY: Hires Globic Advisors as Tabulation Agent QUALITY CONSERVATION: Hires EisnerAmper as Accountant QUANTUM CORP: Appoints CapriVentures CEO to Board of Directors QUANTUM CORP: Swings to $3.64 Million Net Income for Fiscal 2017 QUANTUM CORP: Will Hold Annual Meeting on August 23 QUOTIENT LIMITED: Incurs $85 Million Net Loss for Fiscal 2017 RACKSPACE HOSTING: Fitch Keeps Repriced Term Loan Rating at BB+ RACKSPACE HOSTING: Incremental Loan No Impact on Moody's B1 CFR RAIN TREE HEALTHCARE: Names John Edward Brown as Accountant REAM PROPERTIES: Second Amended Disclosure Statement Filed REBUILTCARS CORP: Has Interim Approval to Use AFC Cash Collateral REBUILTCARS CORP: Has Interim Nod to Use Cash Through June 28 ROOT9B HOLDINGS: Partners With Chertoff to Raise Growth Capital ROOT9B HOLDINGS: Reschedules Annual Meeting to July 19 RUBY RED: U.S. Trustee Unable to Appoint Committee SCOTT SWIMMING: Allowed to Continue Using Cash Until June 30 SCRS ACQUISITION: Moody's Assigns B3 Corporate Family Rating SEACOR HOLDINGS: Fitch Plans to Withdraw Ratings on June 30 SEACOR HOLDINGS: S&P Affirms Then Withdraws 'B-' CCR SEADRILL LIMITED: Q1 Revenue Down 15% to $569 Million SECURUS HOLDINGS: S&P Rates Proposed $150MM Facility 'BB' SHRI NATHJI: Case Summary & 3 Unsecured Creditors SIGNET JEWELERS: Fitch Lowers IDR to 'BB'; Outlook Stable SMART MODULAR: Moody's Hikes CFR to B3, Outlook Positive SOLID LANDINGS: Case Summary & 20 Largest Unsecured Creditors SOUTHWESTERN ENERGY: Egan-Jones Upgrades Sr. Unsec. Ratings to BB- SOUTHWESTERN STEEL: Unsecureds to Get One-Time Full Payment SPD LLC: Allowed to Continue Using Cash Collateral Through Sept. 1 SPECTRUM HEALTHCARE: Allowed to Continue Using Cash Collateral SPI ENERGY: Falls Short of Nasdaq Minimum Bid Price Requirement SPI ENERGY: Will Sell UK Solar Project to Capital Stage AG STARR PASS: Disclosure Statement Hearing on July 28 STEPHCHRIS OF MISSOURI: Full Payment in 45 Months for Unsecureds STRONGHOLD ASSET: Hires New Wealth as Real Estate Broker SUPERIOR INDUSTRIES: Moody's Assigns B2 Corporate Family Rating SWANKE HAYDEN: Unsecured Creditors Won't Get Paid Under Plan SWIM SEVENTY: Hires Neubert Pepe as Counsel TAR HEEL: Trustee Selling Tanks and Equipment to Raymer for $5K TCC GENERAL: Wants Cash Access Until Plan Confirmation TENNESSEE SEAFOOD: Sale of All Assets to LJS for $320K Approved TERRACE MANOR: Latest Plan Revises Classification of Claims TIDEWATER INC: U.S. Trustee Unable to Appoint Committee TIFARO GROUP: Case Summary & 24 Largest Unsecured Creditors TKC HOLDINGS: Moody's Lowers CFR to B3; Outlook Stable TRI POINTE HOMES: Moody's Raises CFR to Ba3; Outlook Stable TURNBERRY/MGM GRAND: Unsecureds to be Paid in Full Under Plan U.S. STEEL CANADA: Chapter 15 Case Summary U.S. STEEL CANADA: Seeks U.S. Recognition of Bedrock Deal UNILIFE CORP: Taps Protiviti as Financial Advisor UNILIFE CORP: U.S. Trustee Forms 2-Member Committee UNITED CORP: Amends Plan to Disclose New Deal with Global Granites UPLIFT RX: Hires PwC Corporate Finance as Financial Advisor VANGUARD NATURAL: Disclosure Statement to 2nd Amended Plan Okayed VANTIV INC: Egan-Jones Hikes Sr. Unsecured Ratings to BB VFH PARENT: Moody's Lowers Rating on Second Lien Notes to B2 WASHINGTON PRIME: Moody's Affirms Ba1 Preferred Stock Rating WESTAK INC: Hires Campeau Goodsell as Bankruptcy Counsel WESTECH CAPITAL: June 29 Plan Confirmation Hearing WHAA LLC: Case Summary & 4 Unsecured Creditors WILLIAMS SEAFOOD: Case Summary & Unsecured Creditor WILLISTON PARKS: S&P Lowers Rating on 2012A Revenue Bonds to 'B' WOW ORTHODONTICS: Amends Liquidation Analysis WTE S&S AG: Allowed to Continue Using Cash Collateral Until July 31 XEROX CORP: Egan-Jones Lowers Sr. Unsecured Ratings to BB [*] Mark Naughton Joins Tiger Capital as Senior General Counsel [*] Robert Gordon Joins Jenner & Block's Bankruptcy Practice [^] BOND PRICING: For the Week from May 29 to June 2, 2017 ********* 1018 MORRIS PARK: Case Summary & 2 Unsecured Creditors ------------------------------------------------------ Debtor: 1018 Morris Park Ave. Realty Inc. 1767 Central Ave #375 Yonkers, NY 10710 Case No.: 17-11524 Business Description: The Company's principal assets are located at 1018 Morris Park Ave. Bronx, NY 10460. Chapter 11 Petition Date: June 2, 2017 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: Hon. Sean H. Lane Debtor's Counsel: Norma E. Ortiz, Esq. ORTIZ & ORTIZ, LLP 32-72 Steinway Street, Suite 402 Astoria, NY 11103 Tel: (718) 522-1117 Fax: (718) 596-1302 E-mail: email@ortizandortiz.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Manuel B. Vidal Jr., president. A copy of the Debtor's list of two unsecured creditors is available for free at http://bankrupt.com/misc/nysb17-11524.pdf The petition is available for free at: http://bankrupt.com/misc/nysb17-11524_Apetition.pdf 5 STAR INVESTMENT: Trustee Selling Indiana Property for $370K ------------------------------------------------------------- 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 GPH, LLC of real estate: (i) commonly known as 1711 S. Carlisle Street, South Bend, St. Joseph County, Indiana for $12,100; (ii) commonly known as 1232 S. 31st Street, South Bend, St. Joseph County, Indiana for $21,600 ("5 Star Group Real Estate"); (iii) commonly known as 2641 Prescott Drive, Mishawaka, St. Joseph County, Indiana $51,600; (iv) commonly known as 1127 Parkway, South Bend, St. Joseph County, Indiana for $29,600; (v) commonly known as 1811 E. McKinley Avenue, South Bend, St. Joseph County, Indiana for $57,600; (vi) commonly known as 721 E. 5th Street, Mishawaka, St. Joseph County, Indiana for $23,600; (vii) commonly known as 811 Carlton Street, Mishawaka, St. Joseph County, Indiana for $29,100; (viii) commonly known as 709 S. Sheridan, South Bend, St. Joseph County, Indiana for $12,100; (ix) commonly known as 732 S. Illinois Street, South Bend, St. Joseph County, Indiana for $12,100; (x) commonly known as 2807 Millburn Boulevard, Mishawaka, St. Joseph County, Indiana for $21,600 ("5 Star V Real Estate"); (xi) commonly known as 906 W. Indiana, Elkhart, Elkhart County, Indiana for $27,600; (ii) commonly known as 227 E. LaSalle Avenue, Mishawaka, St. Joseph County, Indiana for $31,600; (xii) commonly known as 607 Rush Street, South Bend, St. Joseph County, Indiana for $12,100 ("5 Star III Real Estate"); (xiii) commonly known as 3022 Pleasant Street, South Bend, St. Joseph County, Indiana for $32,600; and (xiv) commonly known as 1629 Nash Street, South Bend, St. Joseph County, Indiana for $12,100 ("5 Star II Real Estate") ("Real Estate"). 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 U.S. 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. On the Petition Date, 5 Star Investment Group, LLC was the sole owner of 5 Star Group Real Estate. On the Petition Date, 5 Star Investment Group V, LLC was the sole owner of 5 Star V Real Estate. On the Petition Date, 5 Star Investment Group III, LLC was the sole owner of 5 Star III Real Estate. On the Petition Date, 5 Star Investment Group II, LLC, was the sole owner of 5 Star II Real Estate. The Real Estate is subject to various tax liens for delinquent real estate taxes that have accrued for 2014 through 2016, and real estate taxes that will accrue for 2017. The Real Estate may also be subject to various sewage liens for delinquent sewage fees that have accrued for 2014 through 2016, and sewage fees that will accrue for 2017. The Real Estate is also subject to various Investor Mortgages. On May 15, 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 $387,000. 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. Finally, the Purchase Agreement provides for separate closings for each parcel of the Real Estate, with each parcel of Real Estate being purchased by separate land trust. The Closings for the Real Estate will occur on a rolling basis, with all closing to occur within 60 days of the entry of an order approving the Motion. A copy of the Purchase Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/5_Star_784_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 $387,000 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, 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: GPH, LLC 111 E. 3rd St., #152 Mishawaka, IN 46546 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. 5K CAR STORE: Case Summary & 16 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: 5K Car Store, Inc. a New Mexico Corporation 7301 Central Ave NE Albuquerque, NM 87108 Type of Business: 5K Car is a small business Debtor as defined in 11 U.S.C. Section 101(51D) and is engaged in the business of automobile dealership. The Company posted gross revenue of $2.07 million for 2016 and gross revenue of $3.16 million for 2015. Chapter 11 Petition Date: June 2, 2017 Case No.: 17-11456 Court: United States Bankruptcy Court District of New Mexico (Albuquerque) Debtor's Counsel: James T. Burns, Esq. Jason M. Cline, Esq. ALBUQUERQUE BUSINESS LAW, P.C. 1801-B Rio Grande Blvd NW Albuquerque, NM 87104 Tel: 505-246-2878 Fax: 505-246-0900 E-mail: james@abqbizlaw.com lharris@abqbizlaw.com; jcline@abqbizlaw.com; Total Assets: $1.58 million Total Liabilities: $2.04 million The petition was signed by Marc Powell, president. A copy of the Debtor's list of 16 unsecured creditors is available for free at http://bankrupt.com/misc/nmb17-11456.pdf 8281 MERRILL ROAD: Case Summary & 12 Unsecured Creditors -------------------------------------------------------- Debtor: 8281 Merrill Road A, LLC 110 SE 6th St. Suite 1700 Fort Lauderdale, FL 33301 Business Description: The Debtor's principal assets are located at 8281 Merrill Road Jacksonville, FL 32277. Chapter 11 Petition Date: June 2, 2017 Case No.: 17-17027 Court: United States Bankruptcy Court Southern District of Florida (Fort Lauderdale) Judge: Hon. Raymond B Ray Debtor's Counsel: Brett D Lieberman, Esq. MESSANA, P.A. 401 E Las Olas Blvd # 1400 Ft Lauderdale, FL 33301 Tel: (954) 712-7427 E-mail: blieberman@messana-law.com tmessana@messana-law.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Tim O'Brien, manager of manager. A copy of the Debtor's list of 12 unsecured creditors is available for free at http://bankrupt.com/misc/flsb17-17027.pdf ACOSTA INC: Bank Debt Trades at 7% Off -------------------------------------- Participations in a syndicated loan under Acosta Inc. is a borrower traded in the secondary market at 92.79 cents-on-the-dollar during the week ended Friday, May 19, 2017, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 0.21 percentage points from the previous week. Acosta Inc pays 325 basis points above LIBOR to borrow under the $2.06 billion facility. The bank loan matures on Sept. 26, 2021 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 19. AFFATATO 1 SERVICES: Has Interim Nod on Cash Use Through July 26 ---------------------------------------------------------------- Judge Karen S. Jennemann of the U.S. Bankruptcy Court for the Middle District of Florida authorized Affatato 1 Services, LLC, to use cash collateral until July 26, 2017 on an interim basis. The Debtor is authorized to use cash collateral to pay: (a) amounts expressly authorized by the Court, including payments to the U.S. Trustee for quarterly fees; (b) the current and necessary expenses set forth in the budget, plus an amount not to exceed 10% for each line item; and (c) such additional amounts as may be expressly approved in writing by Wells Fargo Bank, N.A. To the extent of its security interest in cash collateral, Wells Fargo Bank will have a perfected post-petition lien against cash collateral to the same extent and with the same validity and priority as its prepetition lien, without the need to file or execute any document as may otherwise be required under applicable non-bankruptcy law. As additional adequate protection to Wells Fargo Bank: (a) The Debtor will pay to Wells Fargo Bank monthly payments of $8,799, allocated as follows: (i) as to Loan #42, $8,319.90; and (ii) as to Loan #26, $497.10. (b) The Debtor will timely perform all obligations of a debtor-in-possession required by the Bankruptcy Code, Federal Rules of Bankruptcy Procedure and the orders of the Court. (c) The Debtor will grant to Wells Fargo Bank access to its business records and premises for inspection. (d) The Debtor will maintain insurance coverage for its property in accordance with the obligations under the loan and security documents with Wells Fargo Bank. (e) The Debtor will provide Wells Fargo Bank, the following: -- An accounts receivables report for the period requested; -- An expense register for the period requested; -- A budget-to-actual report for the period requested; and -- All documents and disclosures as required by the loan documents governing the Debtor and Wells Fargo Bank's relationship. A full-text copy of the Order, dated May 30, 2017, is available at https://is.gd/g67X15 About Affatato 1 Services Based in Apopka, Florida, Affatato 1 Services, LLC filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 17-01425) on March 6, 2017. Francisco Affatato, chief executive officer, signed the petition. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. Aldo G. Bartolone, Jr., Esq., at Bartolone Law, PLLC, serves as bankruptcy counsel. The Debtor hired Ruben Toro, CPA as accountant; and Soldnow, LLC, as an auctioneer in connection with the sale of its inventory and warehouse located at 2072 Sprint Boulevard, Apopka, Florida. No trustee, examiner or official committee of unsecured creditors has been appointed. AFFYMETRIX INC: Egan-Jones Withdraws 'B' Sr. Unsecured Ratings -------------------------------------------------------------- Egan-Jones Ratings, on May 19, 2017, withdrew the 'B' local currency and foreign currency rating commercial paper issued by Affymetrix Inc. Affymetrix, Inc. is a provider of life science products and molecular diagnostic products that enable parallel analysis of biological systems at the gene, protein and cell level. ALERIS INTERNATIONAL: S&P Affirms 'B' CCR; Outlook Negative ----------------------------------------------------------- S&P Global Ratings affirmed its 'B' corporate credit rating on Aleris International Inc. and revised its outlook to negative from stable. At the same time, S&P affirmed its 'B' issue-level rating on the company's 9.5% $800 million senior secured notes and S&P's 'B-' issue level rating on its 7.875% $500 million senior unsecured notes. S&P's '3' recovery rating on the senior secured notes reflects its expectation for meaningful (50% to 70%; rounded estimate: 55%) recovery prospects in the event of a payment default. S&P's '5' recovery rating on the senior unsecured notes reflects its expectations for modest (10% to 30%; rounded estimate: 10%) recovery prospects in the event of a payment default. "The negative outlook reflects our expectation that credit metrics will remain stretched over the next 12 months due to continued debt-financed capital spending," said S&P Global Ratings credit analyst Michael Ohneck. Aleris has been investing heavily in its auto body sheet (ABS) capabilities in its Lewisport, Ken., facility, which has caused adjusted debt to EBITDA to rise above what S&P had anticipated. The negative outlook reflects Aleris' weakened credit measures due to debt-financed capital spending and the potential for credit measures to further deteriorate if the company does not achieve earnings expectations from its expanded Lewisport facility, which is expected to open in the fourth quarter of this year. The negative outlook takes into account our expectations that adjusted debt to EBITDA will be in the 8x to 8.5x range over the next 12 months. A downgrade in the next 12 months could occur if either adjusted debt to EBITDA were above 8.5x or EBITDA interest coverage were below 1.5x on a sustained basis. This could occur if a setback in the Lewisport facility caused additional debt-financed capital spending or if market conditions weakened such that the Lewisport facility does not achieve S&P's EBITDA growth expectations. Although less likely, S&P could consider revising the outlook to stable if adjusted debt to EBITDA were sustained below 8x. This could be the result of the Lewisport facility generating higher-than-expected incremental EBITDA, or a better-than-expected pricing environment for aluminum. ALEX KODNEGAH: Wants to Move Plan Solicitation Period to April 2018 ------------------------------------------------------------------- Alex Kodnegah, Inc. asks the U.S. Bankruptcy Court for the Southern District of California to extend the exclusive period to solicit acceptances to its proposed Chapter 11 Plan from May 31, 2017, to April 4, 2018. The Court will conduct a hearing to consider extension of the Debtor's exclusive solicitation period on July 6, 2017 at 2:00 p.m. The Debtor's goal in this bankruptcy proceeding is, with the Court's approval, to: -- either sell or refinance its real property located at 1229 Hollister Ave., San Diego, CA 92154; and -- pay all approved claims filed herein from the proceeds of such sale or refinance. Any refinancing may result from the Debtor entering into a joint venture regarding the real property. The Debtor has timely filed a redlined version of its proposed disclosure statement and plan dated March 30, 2017, together with a non-redlined version thereof and set a hearing for April 6 for the Court to determine whether the disclosure statement and plan is sufficient to be sent to all impaired creditors together with a ballot for each such creditor to vote on acceptance of the Plan. However, the hearing has been continued by the Court to allow time for an evidentiary hearing as to the value of the Debtor's real property, which hearing is set for June 27, 2017. About Alex Kodnegah Alex Kodnegah, Inc., filed for Chapter 11 bankruptcy protection (Bankr. S.D. Calif. Case No. 16-04846) on Aug. 5, 2016. The petition was signed by Alex Kodnegah, president. The case is assigned to Judge Margaret M. Mann. At the time of the filing, the Debtor estimated its assets at $1 million to $10 million and debts at $100,000 to $500,000. The Debtor is represented by Bruce R. Babcock, Esq., at the Law Office of Bruce R. Babcock. ALLCORP INC: Heartland Bank to Get Monthly Payment of $3K --------------------------------------------------------- Allcorp, Inc., has filed with the U.S. Bankruptcy Court for the Eastern District of Arkansas its proposed plan to exit Chapter 11 protection. Under the plan of reorganization, Heartland Bank will receive a monthly payment of $3,000 on account of its Class 1 secured claim for the period September 2017 to August 2022, with interest at 3.25% per annum. The plan also proposes to make a balloon payment of $1,128,049.42 to the bank. Class 1, which is allowed in the amount of $1.125 million, is impaired. Payments under the plan will be funded by the sale of controlling interests in Allcorp, the continued operation of the company or the sale of Community State Bank. The company owns all of CSB, an Arkansas state chartered bank. Its debt to Heartland is secured principally by all of the shares of stock of CSB. Allcorp has no general unsecured claims, according to its disclosure statement filed on May 23. A copy of the disclosure statement is available for free at https://is.gd/1TlGAo About Allcorp Inc. Based in Little Rock, Arkansas, Allcorp, Inc. is an "S" corporation incorporated on August 24, 2010 for the purpose of acquiring all of the shares of the former Bank of Bradley, later renamed Community State Bank. The Debtor is a regulated entity as a single bank holding company under rules and regulations enforced by the Federal Reserve. The Debtor owns all of CSB, which is based in Bradley, Lafayette County, Arkansas. CSB is an Arkansas state chartered bank. The Debtor Inc. filed a Chapter 11 petition (Bankr. E.D. Ark. Case No. 16-13943) on July 27, 2016. Alexander P. Golden, IV, president, signed the petition. In its petition, the Debtor estimated $1 million to $10 million in assets and liabilities. Judge Phyllis M. Jones presides over the case. Stanley V. Bond, Esq., at Bond Law Office, represents the Debtor as bankruptcy counsel. The Debtor hired Robert R. Redfern, CPA, PA, to provide tax preparation services. No official committee of unsecured creditors has been appointed. ALLCORP INC: Heartland Plan Sells CSB Stock to Pay Creditors ------------------------------------------------------------ Heartland Bank has filed a Chapter 11 plan of liquidation for Allcorp, Inc., which proposes to pay claims from the sale of the company's shares in Community State Bank. Under the liquidating plan, Allcorp's shares in CSB will be sold to pay creditors including Heartland, the only secured creditor of the company based on its bankruptcy schedules. Heartland filed a proof of claim in the amount of $1,319,788.59 on account of the loan it provided to the company. Allcorp, which has 10,000 shares of stock in CSB, pledged the stock as collateral to secure the loan. Allcorp's liquidating plan proposes to pay the bank's allowed Class 1 secured claim in full from the net proceeds of the sale of the stock. The distribution to Heartland will be up to an amount equal to all remaining principal, accrued interest, late charges, costs and legal fees. Class 1 is impaired. Meanwhile, Class 2, which consists of equity interests in the common stock of Allcorp, will be extinguished. Equity interest holders will be paid any proceeds remaining after all claims senior to the equity interests are paid in full. Class 2 is impaired. According to the proposed plan, DD&F Consulting Group Inc., the firm proposed by Heartland to market and sell the stock, will conduct a public sale. The firm may also sell the stock by private sale upon agreement between the bank and the liquidating agent who will be appointed under the plan, according to Heartland's disclosure statement filed on May 23 with the U.S. Bankruptcy Court for the Eastern District of Arkansas. A copy of the disclosure statement is available for free at https://is.gd/nhrL6U About Allcorp Inc. Based in Little Rock, Arkansas, Allcorp, Inc. is an "S" corporation incorporated on August 24, 2010 for the purpose of acquiring all of the shares of the former Bank of Bradley, later renamed Community State Bank. The Debtor is a regulated entity as a single bank holding company under rules and regulations enforced by the Federal Reserve. The Debtor owns all of CSB, which is based in Bradley, Lafayette County, Arkansas. CSB is an Arkansas state chartered bank. The Debtor Inc. filed a Chapter 11 petition (Bankr. E.D. Ark. Case No. 16-13943) on July 27, 2016. Alexander P. Golden, IV, president, signed the petition. In its petition, the Debtor estimated $1 million to $10 million in assets and liabilities. Judge Phyllis M. Jones presides over the case. Stanley V. Bond, Esq., at Bond Law Office, represents the Debtor as bankruptcy counsel. The Debtor hired Robert R. Redfern, CPA, PA, to provide tax preparation services. No official committee of unsecured creditors has been appointed. AMERICAN AIRLINES: Term Loan Re-pricing No Impact on Fitch BB- IDR ------------------------------------------------------------------ Fitch Ratings does not expect the planned re-pricing of American Airlines, Inc.'s senior secured term loan B, due in October of 2021, to impact the company's ratings or the loan. American's Long-Term Issuer Default Rating (IDR) is 'BB-'/Outlook Stable. Fitch rates the term loan 'BB+/RR1'. American is in the process of re-pricing its existing $735 million term loan B due in 2021. The facility is secured by take-off and landing slots, foreign gate leaseholds and route authorities, used to provide service between London Heathrow and various markets in the U.S. The re-pricing will not affect the key provisions, the collateral, or the maturity of the loan. American also maintains a $1,025 million revolver secured by the same collateral. The revolver will remain unchanged. The 'BB+/RR1' rating on the term loan is based on Fitch's recovery analysis, which reflects a scenario in which a distressed enterprise value is allocated to the various debt classes in a going-concern scenario. The 'RR1' Recovery Rating reflects Fitch's belief that secured creditors would receive superior recovery based on an estimate of American's distressed enterprise value. In a going-concern scenario (which Fitch considers the most likely scenario), recovery values are supported by the underlying collateral's strategic importance to American Airlines Group, Inc. (AAL). London Heathrow represents a key business market and is especially important to American's partnership with British Airways. The scarceness of available slots at Heathrow underpins the value of this collateral package. American's 'BB-' Long-term IDR is supported by the strong financial results that American has posted since its merger with U.S. Airways and concurrent emergence from bankruptcy. Fitch expects continued solid financial results from American over the intermediate term based on a stable domestic travel environment, moderate fuel costs, and the benefits of the company's on-going integration and fleet renewal processes. AAL's sizable liquidity balance is also supportive of the ratings. As of March 31, 2017, AAL had a total unrestricted cash and short-term investments balance of $6.7 billion plus $2.4 billion in undrawn revolver capacity, equal to 23% of LTM revenue. The 'BB-' rating also incorporates the risks in American's credit profile, including a significant debt balance and expectations for leverage to be somewhat high for the rating over the next two years, heavy capital requirements in 2017, rising wages, and shareholder focused cash deployment. KEY ASSUMPTIONS Fitch's key assumptions within the rating case for American include; -- Capacity growth in the low single digits through the forecast period. -- Continued moderate economic growth in the U.S. over the near term, translating into stable demand for air travel; -- Jet Fuel prices equating to roughly $55/barrel on average for 2017, increasing to approximately $65/barrel by the end of the forecast period. -- Moderate annual RASM growth throughout the forecast period. RATING SENSITIVITIES Positive Rating Sensitivities for the corporate rating include: -- Adjusted leverage sustained below 4x; -- Funds from operations (FFO) fixed charge coverage sustained around 3x; -- Free cash flow generation above Fitch's base case expectation; Future actions that may individually or collectively cause Fitch to take a negative rating action include: -- Adjusted debt/EBITDAR sustained above 4.5x; -- EBITDAR margins deteriorating into the low double-digit range; -- Shareholder focused cash deployment at the expense of a healthy balance sheet. -- Liquidity sustained below 15% of LTM revenue Fitch currently rates American as follows: American Airlines Group Inc. -- Long-Term IDR 'BB-'; -- Senior unsecured notes 'BB-/RR4'. American Airlines, Inc. -- Long-Term IDR 'BB-'; -- Senior secured credit facilities 'BB+/RR1'. AMERICAN CONTAINER: Renasant Bank Objects to Disclosure Statement ----------------------------------------------------------------- Renasant Bank, successor by merger to Merchants & Farmers Bank, filed with the U.S. Bankruptcy Court for the Western District of Tennessee an objection to American Container, Inc.'s disclosure statement dated April 21, 2017, referring to the Debtor's plan of reorganization. On Dec. 12, 2012, the Debtor, through its president, Steve M. Harris and Secretary, Mary B. Harris, executed a Commercial Promissory Note in the amount of $2,231,600, for the ultimate benefit of Renasant Bank. To secure the indebtedness due under the Note, Renasant Bank obtained a first valid and perfected lien encumbering certain real property located at 8530 W. Sandidge Road, Olive Branch, in Desoto County, Mississippi, as well as improvements on the property, which include the 144,000 sq. ft. manufacturing facility of ACI, as well as a separate assignment of leases and rents. As of the Petition Date, the Debtor was indebted to Renasant Bank pursuant to the Note in the amount of $2,111,008.36. Renasant Bank complains that both the Disclosure Statement and the Chapter 11 Plan of Reorganization filed simultaneously appear to force a contractual relationship between Renasant Bank and D&D Packaging, Inc., which is principally owned by an insider to the Debtor. Reserving that and other "confirmation issues" for an ultimate hearing regarding the Plan, the Disclosure Statement is nevertheless deficient in several other respects and should not be approved as drawn, Renasant Bank says. Renasant Bank complains that, among others: -- the Disclosure Statement fails to attach the "Lease Purchase Agreement" between the Debtor and D&D or otherwise provide the critical terms and conditions of same. Without its attachment and inclusion of salient portions thereof, it's impossible for the Court, Renasant Bank or any other hypothetical creditor to have sufficient information to determine what effect it will have on the Plan which mirrors the same terms of the Disclosure Statement; -- it is unclear whether the Debtor is to remain an obligor under the Note, be released from its liability under the pre-petition loan documents, be substituted in that regard by D&D or whether both entities will effectively by "joint obligors" of the pre-petition indebtedness due Renasant Bank. Notwithstanding the clear statutory prohibition from forcing a creditor to assume a new obligor, the language of the Disclosure Statement is simply not clear what the Debtor's and D&D's liability to the Bank will be post-confirmation; -- if there is a post-confirmation default, the Disclosure Statement is similarly silent about what effects the Plan may have on Renasant Bank's recourse against the Debtor, D&D and the guarantors who executed the guaranties; and -- the Disclosure Statement also fails to attach any documents or otherwise provide Renasant Bank with any information necessary to determine D&D's financial wherewithal to cure the arrearage under the Note and otherwise maintain payments thereafter, which the Disclosure Statement suggests. A copy of the Objection is available at: http://bankrupt.com/misc/tnwb16-26399-118.pdf Renasant Bank is represented by: D. Andrew Phillips, Esq. James P. Wilson, Jr., Esq. Rosamond H. Posey, Esq. MITCHELL, McNUTT & SAMS, P.A. P.O. Box 947 Oxford, MS 38655-0947 Tel: (662) 234-4845 E-mail: Aphillips@mitchellmcnutt.com Jwilson@mitchellmcnutt.com rposey@mitchellmcnutt.com About American Container American Container, Inc., filed a Chapter 11 petition (Bankr. W.D. Tenn. Case No. 16-26399) on July 15, 2016. The petition was signed by Steve Harris, president. The Debtor is represented by Russel W. Savory, Esq., at Beard & Savory, PLLC. The case is assigned to Judge Paulette J. Delk. The Debtor disclosed total assets at $2.55 million and total debts at $4.30 million at the time of the filing. The Office of the U.S. Trustee disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of American Container, Inc. AMERICAN CONTAINER: US Trustee Tries to Block Disclosures Approval ------------------------------------------------------------------ The U.S. Trustee for Region 8 filed with the U.S. Bankruptcy Court for the Western District of Tennessee an objection to American Container, Inc.'s disclosure statement dated April 21, 2017, referring to the Debtor's plan of reorganization. The Debtor's Disclosure Statement, according to the U.S. Trustee, does not contain adequate information, regarding the Debtor's financial affairs. The U.S. Trustee objects to the adequacy of the Debtor's proposed Disclosure Statement on these nonexclusive grounds: -- the Disclosure Statement does not provide adequate information about the Class 8 Unsecured Claims. The Disclosure Statement fails to detail the total amount of Unsecured claims and the estimated payment amount to the class. So that unsecured creditors will understand the treatment that they will receive, the Plan should be amended to append a graph of Class 4 creditors showing: 1) name of each creditor; 2) amount of each creditor's allowed claim; and 3) total pro rata amount to be distributed to each creditor; and -- the Disclosure Statement does not provide adequate information about the financial arrangement between the Debtor and D&D Packaging, Inc. The Debtor's Disclosure Statement merely provides that plan will be implemented by "the lease and sale of Debtor's real estate and payments made to or behalf of the Debtor by D&D Packaging and the proceeds and income derived therefrom." This does not provide sufficient information for a hypothetical investor to determine if the D&D Packaging will be able to make payments, what the agreement is between the Debtor and D&D Packaging regarding payments, whether the Debtor expects to derive any income from any agreement between the Debtor and D&D Packaging. It is impossible to determine the reasonableness or feasibility of the Plan without further information about proposed post-confirmation operations and relationship between the Debtor and D&D Packaging. A copy of the Objection is available at: http://bankrupt.com/misc/tnwb16-26399-119.pdf About American Container American Container, Inc., filed a Chapter 11 petition (Bankr. W.D. Tenn. Case No. 16-26399) on July 15, 2016. The petition was signed by Steve Harris, president. The Debtor is represented by Russel W. Savory, Esq., at Beard & Savory, PLLC. The case is assigned to Judge Paulette J. Delk. The Debtor disclosed total assets at $2.55 million and total debts at $4.30 million at the time of the filing. The Office of the U.S. Trustee disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of American Container, Inc. AMERICAN RENAL: Moody's Assigns B2 Rating to Secured Loans ---------------------------------------------------------- Moody's Investors Service assigned a B2 rating to American Renal Holdings, Inc.'s amended and extended senior secured credit facilities. There is no change to American Renal's B2 Corporate Family Rating, B2-PD Probability of Default Rating, or SGL-2 Speculative Grade Liquidity Rating. The outlook is stable. The refinancing improves liquidity by extending the maturity of the revolver to 2022 from March 2018. Moreover, it will provide American Renal with $1-2 million of interest expense savings per annum. Ratings assigned: Senior secured revolving credit facility expiring 2022, B2 (LGD 3) Senior secured term loan B due 2024, B2 (LGD 3) Ratings to be withdrawn upon close: Senior secured revolving credit facility expiring 2018 at B2 (LGD 3) Senior secured term loan B due 2019 at B2 (LGD 3) RATINGS RATIONALE American Renal's B2 Corporate Family Rating reflects the company's high financial leverage, aggressive new clinic opening strategy, and modest free cash flow. The rating also reflects the company's modest size and Moody's expectation that it will use internally-generated cash to fund the development of new clinics. Finally, the rating reflects the company's sole focus on the dialysis services marketplace and its high concentration of revenues from government based programs. The rating benefits from the company's strategy of developing clinics in partnership with practicing nephrologists. This has aligned the interests of the company and its physician partners who are a key source of patient referrals. It also results in the fairly rapid maturation of newly developed centers. The rating also reflects the relatively stable business profile characterized by increasing incidences of end stage renal disease and the medical necessity of the service provided. The stable outlook reflects Moody's expectation that American Renal's credit metrics will be challenged in the near-term by shifts in payor mix and reimbursement pressure. It also reflects Moody's belief that the company will use future cost savings and continued new clinic growth to mitigate the earnings impact of the above-noted headwinds. The SGL-2 Speculative Grade Liquidity Rating, indicating good liquidity, reflects American Renal's sizeable cash balance and the availability of a $100 million committed revolving credit facility undrawn at close. The ratings could be upgraded if American Renal expands its revenue and earnings, geographically diversifies its clinic base, and strengthens its credit metrics. Specifically, the company would need to sustain adjusted debt to EBITDA below 4.5 times to be upgraded. The ratings could be downgraded if the company undertakes material debt-funded acquisitions, or sustains debt to EBITDA above 6.5 times. A downgrade could also result if the company experiences a deterioration in liquidity, or fails to improve free cash flow. American Renal is a provider of outpatient dialysis services to patients with chronic kidney failure. At March 31, 2017, American Renal operated 217 centers in 25 states and the District of Columbia. The centers are jointly owned with nephrologists. The company is 58% owned and controlled by private equity sponsor Centerbridge Partners, L.P. Revenues are approximately $755 million. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. ARUBA PETROLEUM: Unsecureds to Get Full Payment Under Plan ---------------------------------------------------------- Aruba Petroleum Inc. filed with the U.S. Bankruptcy Court for the Eastern District of Texas a disclosure statement dated May 22, 2017, referring to the Debtor's plan of reorganization dated May 22, 2017. Class 7 Allowed Unsecured Claims of Non-Litigation Claimants are impaired. All Class 7 Allowed claims will be paid in full in two equal monthly installments commencing on the Effective Date. Class 8 Allowed Unsecured Claims of Litigation Creditors are not impaired. The Debtor is presently involved in two litigation matters: Melissa and Jay Gribble v. Aruba; and B. J. Waters, Bill Waters, Jerry Pohlmann, Brack Rhodes and Kim Rhodes v Aruba. If the Gribble and Waters claimants obtain allowed claims they will be paid in full their allowed claims within 30 days. The Debtor anticipates the use of the cash on hand and the continued operations of the business to fund the Plan. The Disclosure Statement is available at: http://bankrupt.com/misc/txeb16-42121-132.pdf About Aruba Petroleum Aruba Petroleum, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Case No. 16-42121) on Nov. 22, 2016. The petition was signed by James Poston, president. At the time of the filing, the Debtor disclosed liabilities totaling $4.67 million. Eric A. Liepins, P.C., serves as lead counsel to the Debtor. Ben K. Barron, Esq., of the Law Office of Ben Barron and Keith Bradley, Esq., of Bradley Law Firm, serve as special counsel to the Debtor. ATKINS NUTRITIONALS: Moody's Assigns B1 CFR; Outlook Stable ----------------------------------------------------------- Moody's Investors Service assigned a B1 Corporate Family Rating ("CFR") and a B1-PD Probability of Default Rating to Atkins Nutritionals Holdings, Inc. Moody's also assigned B1 ratings to the company's proposed $200 million senior secured term loan B and $75 million revolving credit facility, and an SGL-1 Speculative Grade Liquidity Rating for the company. The outlook is stable. "Atkins' ratings are constrained by its small scale, niche product offering, and a concentrated distribution channel concentration," said Dan Altieri, Assistant Vice President and Moody's lead analyst for the company. "The company's solid operating performance, strong credit metrics and very good liquidity profile position the company well at the B1 rating," added Altieri. Proceeds from the proposed term loan, along with equity contributed by Conyers Park Acquisition Corp. ("Conyers") and other third party investors, will be used to fund the purchase of a majority stake in the company, repay existing debt of Atkins Nutritionals Holdings II, Inc., and pay related transaction fees. Selling shareholders will maintain approximately 15% ownership of the company. Moody's took the following rating actions: Issuer: Atkins Nutritionals Holdings, Inc. Corporate Family Rating, Assigned B1 Probability of Default Rating, Assigned B1-PD $200 million senior secured term loan B due 2024, Assigned B1 (LGD4) $75 million senior secured revolving credit facility due 2022, Assigned B1 (LGD4) Speculative Grade Liquidity Rating, Assigned SGL-1 Outlook, Stable The following ratings for Atkins Nutritionals Holdings II, Inc. will be withdrawn upon closing of the proposed transaction: Issuer: Atkins Nutritionals Holdings II, Inc. Corporate Family Rating, B2 Probability of Default Rating, B2-PD $255 million first lien term loan due 2019, B1 (LGD3) $20 million revolving credit facility due 2018, B1 (LGD3) $100 million second lien term loan due 2019, Caa1 (LGD5) Outlook, Stable RATINGS RATIONALE Atkins' B1 CFR broadly reflects the company's small scale, its niche product offering, and a highly concentrated distribution channel, all of which serve to collectively constrain the rating. The rating also reflects Moody's expectation of potential debt-funded acquisitions, wherein the company capitalizes on current embedded balance sheet flexibility to realize faster (inorganic) growth. The rating is supported by solid pro-forma credit metrics, including modest leverage and strong interest coverage. Moody's estimates lease-adjusted leverage pro-forma for the proposed transaction will be around 3.1 times, and interest coverage (EBIT/Interest Expense) will be around 5.3 times. The rating also recognizes Atkins' strong brand recognition in the low carbohydrate niche of the weight management sector, and the company's good liquidity profile that is supported in part by modest capital investment requirements and Moody's expectation for positive free cash flow generation of at least $30 million annually. The stable rating outlook reflects Moody's expectation of revenue growth in the low-to-mid single-digit percent range over the next 12-24 months, and modest margin improvement resulting from ongoing efforts to manage costs. Credit metrics should improve modestly from current levels, with leverage settling in the high 2 times range, and meaningful free cash flow generation. Moody's current forecast does not explicitly assume future acquisitions, although the agency believes there is potential for such transactions, which could impact the company's credit profile. Ratings could be upgraded if Atkins is able to sustain earnings growth and meaningfully increase its scale, with more diversity in its product offerings and distribution channels. An upgrade would also require leverage to be maintained around 3 times or lower, along with an expectation that financial policies would continue to support key credit metrics sustained around current levels and a very good liquidity profile. Ratings could be downgraded if weaker than anticipated operating performance or aggressive financial polices erode the free cash flow and broader liquidity profile, with leverage and/or interest coverage deteriorating from current levels. The principal methodology used in these ratings was Global Packaged Goods published in January 2017. Atkins Nutritionals Holdings, Inc. is headquartered in Denver, Colorado. The company sells a variety of nutrition bars and shakes in the United States and internationally through mass merchandisers, club stores, grocery stores, and drug retailers. In addition, the company licenses its frozen meals business through an exclusive license agreement with Bellisio Foods. Upon closing of the proposed transaction, the company will be majority owned by the public shareholders of Conyers Park Acquisition Corp. Total pro-forma adjusted net sales for the twelve-month period ended February 25, 2017 were approximately $382 million. 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 97.06 cents-on-the-dollar during the week ended Friday, May 19, 2017, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.52 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 19. BCP RAPTOR: Fitch Assigns First Time BB- Long-Term IDR ------------------------------------------------------ Fitch Ratings has assigned BCP Raptor, LLC (BCP Raptor) -- doing business as EagleClaw Midstream Ventures, LLC -- an initial Long-Term Issuer Default Rating (IDR) of 'BB-'. Fitch has also assigned a 'BB/RR2' rating to BCP Raptor's proposed $1.25 Billion Senior Secured Term Loan. On April 17, 2017, EagleClaw Midstream Ventures, LLC (EagleClaw) and its financial sponsor, EnCap Flatrock Midstream (EnCap), announced that they have entered into a binding agreement to sell EagleClaw to funds managed by Blackstone Energy Partners (BEP) and Blackstone Capital Partners for approximately $2 billion. Blackstone Energy Partners is the energy-focused private equity business of Blackstone (BX). The all-cash transaction is expected to close by the end of July 2017. BCP Raptor will be the issuer of the senior secured term loan and will wholly own EagleClaw, which will be the operating subsidiary and a guarantor to the term loan. BCP Raptor is proposing to issue $1.25 billion senior secured term loan due 2024 along with a $100 million super priority revolving credit facility due 2022 to be used to support working capital needs. Blackstone along with management will be investing $882 million of equity at closing and $203 million in the form of a mandatory additional equity commitment, which will be supported by a "first demand" letter of credit. Substantially all of the present and after-acquired assets of BCP Raptor and EagleClaw will secure the term loan (on a first priority basis, subject to customary permitted liens). BCP Raptor's ratings are reflective of Fitch's expectation for volume growth across BCP Raptor's Delaware Basin gathering and processing system leading to profitability growth, and reasonable deleveraging through 2019. This volume ramp is currently supported by 17 active rigs currently operating across BCP Raptor dedicated acreage, and expectations for continued production growth from acreage dedicated counterparties. Concerns are focused on high initial leverage and the possibility that volumes will not materialize in the amount projected, weighing on profitability. BCP Raptor is also subject to heavy competitive risks given the low barriers to entries into the gathering and processing space and significant competing midstream infrastructure nearby BCP Raptor's operating territory. Additional concerns include BCP Raptor's limited size and scale, customer concentration risk given two customers are expected to make up roughly 50% of volumes in the near term and the potential for commodity price weakness to weigh on BCP Raptor's revenues, which while largely fixed do have some commodity price exposure. The 'BB/RR2' rating for the Senior Secured Term Loan is reflects of superior recovery prospects for the term loan in case of default. The 'RR2' reflects expectations for recovery of around 71% to 90% of current principal and related interest. The Rating Outlook is Stable. KEY RATING DRIVERS Supportive Sponsor: Fitch believes that BCP Raptor will benefit from a supportive sponsor in Blackstone, which will control the board. All material decisions will require Blackstone's consent. The ratings consider that Blackstone will provide the an additional equity commitment of $203 million that has been pledged to the company and must be funded by July 1, 2019 and will fund 100% of capital investment and debt service through completion of BCP Raptor/EagleClaw's planned expansion through 2019. Fitch believes that this additional equity commitment will provide BCP Raptor significant financial flexibility and alleviates near term concerns (2017 - 2019) around BCP Raptor's ability to meet all of its near-term financial commitments. Additionally, Blackstone owns exploration and production (E&P) companies operating in the region, Primexx Energy Partners and Jetta Operating Company with significant undedicated acreage. This should provide operational support to BCP Raptor's gathering and processing system. In fact, one of Blackstone's E&P companies (Primexx) has, since Blackstone's purchase of EagleClaw, dedicated 35,000 acres to BCP Raptor's system Volume Growth: Fitch's ratings are predicated on expected growth in system volumes over the next three years for BCP Raptor/Eagleclaw's operations. This represents, in Fitch's view, the biggest risk to the entity's credit profile. Currently, there are 17 active rigs working on BCP Raptor/EagleClaw's dedicated acreage, representing over 35% of the rig activity in the Delaware basin, which is the most active basin in the U.S. with 49 active rigs. Fitch does expect this rig activity to be a leading indicator for volume growth across the system and that this volume growth should support revenue, profitability and cash flow growth and lead to deleveraging. High Leverage: Leverage is expected to be high in 2017, into 2018 as the company enters into the term loan associated with the acquisition, and continues to grow system volume. Management expects to be below its 4.5x restricted payment/debt incurrence tests by early 2019, Fitch's base case has it happening by the 4Q 2019, after which excess cash flow can be distributed subject to excess cash flow sweep requirements outlined in the term loan. Fitch typically targets midstream mid-'BB' leverage for gathering and processing issuers in the 5.0x to 5.5x range, which is just below the estimate of 5.8x that Fitch believes BCP/EagleClaw will hit by year end 2018. Limited Size & Scale: BCP Raptor/EagleClaw is a small midstream services provider in the Permian region and while it is the largest private natural gas gathering and processing company in the Delaware basin, it is nevertheless small and has limited business line diversity. BCP Raptor/EagleClaw focuses mainly on gas gathering, compression, and processing with roughly 320 MMcf/d of current processing capacity expected to grow to 720 MMcf/d of processing capacity by year-end 2017. Given its single basin focus, BCP Raptor would be subject to event risk should there be some disruption in Permian region production. Competitive Risks: BCP Raptor operates in and around a significant amount of existing infrastructure, which could provide a significant amount of competition for new opportunities within BCP Raptor's operating area. Offsetting some of the immediate competitive risks is the 260,000 acres dedicated by its producer counterparties to BCP Raptor's operations. BCP Raptor/EagleClaw is the most southern and western positioned G&P operation in Reeves county. Management believes that new entrants into EagleClaw's region would need to undertake significant capital spending to capture potential volumes and connect to existing takeaway and NGL lines in order to compete. BCP Raptor/EagleClaw also has the opportunity to leverage Blackstone relationships to accelerate business development activities, which should also help BCP Raptor/EagleClaw compete. Counterparty Exposures: BCP Raptor is not reliant on a single counterparty for the majority of its volumes, though it does have concentrated customer exposure to Centennial Resource Development (Not Rated by Fitch), Concho Resources (NR), and PDC Energy (NR). All three concentrated producers have been ramping up production across their Permian footprint, but are all relatively small producers. Overall, BCP Raptor has volumes and acreage dedications from a diverse set of producer customers operating within the Permian basin. BCP Raptor/EagleClaw has long-term acreage dedications from at least 16 producers operating in the region. Weighted average contract life is 10.6 years and the contracts require any associated gas production from dedicated acreage to be gathered and processed by BCP Raptor/EagleClaw. KEY ASSUMPTIONS Fitch's key assumptions within the agency's rating case for the issuer include: -- Held rig count flat through the forecast at 14.5 rigs through 2021, with slight growth in 2022 and beyond. -- Commodity price assumption consistent with management expectations of $50 oil and $3.00 NYMEX gas. -- Capital spending inflated 15% versus management expectations. -- Equity funding of any cash needs through the usage of $203 million in additional equity commitment, once that commitment is spent any cash shortfall funding with revolver borrowings. RATING SENSITIVITIES Positive: Future developments that may, individually or collectively, lead to positive rating action include: -- A meaningful reduction in leverage, with debt/adjusted EBITDA of 4.5x or below on a sustained basis. Negative: Future developments that may, individually or collectively, lead to a negative rating action include: -- Slowdown in volume growth expected across BCP Raptor/EagleClaw's acreage, as evidenced by a decline in rig count or a moderation in daily volumes through BCP Raptor/EagleClaw's system. -- Significant cost overruns on expected growth capital expenditures. -- Meaningful deterioration in counterparty credit quality or a significant event at a major counterparty that impairs cash flow. -- 2018 Leverage above 6.0x. Fitch expects leverage (Total Debt/EBITDA) between 5.0x and 5.5x in 2018, but falling to 5.0x and below in 2019, should leverage be expected to be at or above 6.0x in 2018 without clear visibility on lowering leverage to closer to 5.5x Fitch would likely take negative rating action. -- Significant decline in commodity prices below $50/oil; $3.00/gas -- A significant change in cash flow stability profile. A move away from current significant majority of revenue being fee based. If revenue commodity price exposure were to increase above 25%, Fitch would likely take a negative ratings action. LIQUIDITY Liquidity Adequate: BCP Raptor's liquidity is expected to be supported by a $203 million equity pledge that must be funded by July 1, 2019, and is supported by a first-demand Letter of Credit from an investment-grade bank. BCP Raptor will also have access to a $100 million Senior Secured Super Priority Revolver undrawn at transaction closing and an expected cash balance of $123 million as of the end of the 2Q 2017. Additionally, the company will have a $127 million funded capital expenditure and reserve account and a six-month debt service reserve account in support of liquidity. Maturities will be manageable with the term loan expected to have a seven-year maturity date. The term loan will require a six-month debt service coverage reserve, which will be funded at close and held until consolidated net leverage falls to or below 4.5x. BCP Raptor will be required to maintain a minimum liquidity of $25 million in the capex and interest reserve account, which may be replenished by the Equity Commitment Letter of Credit. All of BCP Raptor's discretionary capex needs are expected to be funded with internal cash flow and the equity commitment. FULL LIST OF RATING ACTIONS Fitch has assigned the following first time ratings: BCP Raptor, LLC -- Long-term IDR 'BB-'; -- Senior Secured Term Loan 'BB/RR2'. The Rating Outlook is Stable. BELK INC: Bank Debt Trades at 14% Off ------------------------------------- Participations in a syndicated loan under BELK, Inc. is a borrower traded in the secondary market at 86.45 cents-on-the-dollar during the week ended Friday, May 19, 2017, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 1.20 percentage points from the previous week. BELK, Inc pays 450 basis points above LIBOR to borrow under the $1.5 billion facility. The bank loan matures on Nov. 19, 2022 and carries Moody's B2 rating and Standard & Poor's B rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended May 19. BENJAMIN AND BENT: Unsecureds to Get Monthly Payment with 5.25% --------------------------------------------------------------- Benjamin and Bent Enterprises, LLC, filed with the U.S. Bankruptcy Court for the District of South Carolina its first amended disclosure statement with respect to the Debtor's first amended plan of reorganization dated May 22, 2017. Class VI consists of all non-priority unsecured claims. The Debtor proposes a distribution to Class VI unsecured creditors in an amount equal to a pro rata share of 10% of the aggregate of the Class IV claims, payable either in a lump sum on the Effective Date if the Class votes to accept the Plan, or in monthly payments with 5.25% interest over 120 months. Class V1 is impaired. The Class IV secured claim of the Internal Revenue Service as stated in Proof of Claim Number 2, as amended on April 26, 2017, by Document 2-5 is a "Protective Claim". The claim is the subject of an "accepted but not completed Offer-In-Compromise," entered between the Debtor and the Service in July 2016. The Debtor is informed that the Offer-In-Compromise on which the IRS's claim is based has been paid in full as demonstrated by the Amended Plan. The Debtor is informed and believes that, pursuant to the offer in compromise, which has been paid in full, the IRS proof of claim will be amended to reflect a $0 balance. Accordingly, pursuant to the terms of the "Accepted Offer-In-Compromise," payments of the claim have already been completed. Class IV is not impaired. The First Amended Disclosure Statement is available at: http://bankrupt.com/misc/scb16-05349-83.pdf As reported by the Troubled Company Reporter on May 2, 2017, the Debtor's plan proposes three separate classes of unsecured creditors: * Class 3 consists of the current and former landlords of B&B, who hold unsecured claims for past-due rent. The Debtor proposes a distribution of an amount equal to a pro rata share of 5% of the aggregate of the Class 3 claims payable with 5.25% interest over 120 months. These claims are impaired; * Class 4 consists unsecured claims for credit card accounts. The Debtor proposes a distribution of an amount equal to a pro rata share of 5% of the aggregate of the Class 4 claims payable with 5.25% interest over 120 months. These claims are impaired; and * Class 5 consists of unsecured claims for prepetition vendor accounts. The vendors involved are essential to B&B's continued operations due to the nature of the products supplied, the logistics involved in vendor's supply chains and localities, and other factors rendering their continued availability essential. The Debtor, therefore, proposes a distribution of an amount equal to a pro rata share of 15% of the aggregate of the Class 5 claims payable with 5.25% interest over 120 months. These claims are impaired. About Benjamin and Bent Enterprises Benjamin and Bent Enterprises, LLC dba Rick Bent Flooring was incorporated in 2002 by its current owner and president, L. Robert Benjamin. Mr. Benjamin, joined by his daughters and son-in-law, opened Benjamin and Bent Enterprises, LLC, and started doing business as Rick Bent Flooring, Inc. The name RBF was chosen because Rick Bent, Mr. Benjamin's son-in-law had been doing business as a floor contractor under the trade name for several years, and had developed both a good reputation in the area and a growing book of customer and contractor contacts. The Debtor filed a Chapter 11 petition (Bankr. D.S.C. Case No. 16-05349), on Oct. 25, 2016. The petition was signed by Louis Benjamin, president. The case is assigned to Judge John E. Waites. The Debtor's counsel is Philip L. Fairbanks, Esq., Philip L. Fairbanks, Esq., P.C. At the time of filing, the Debtor estimated assets at $100,000 to $500,000 and liabilities at $1 million to $10 million. The petition was signed by Louis Benjamin, president. BEST COMPANION: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------- The Office of the U.S. Trustee on June 1 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Best Companion Homecare Services, Inc. Headquartered in North Bay Shore, New York, Best Companion Homecare Services, Inc., filed for Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case No. 17-42296) on May 5, 2017, estimating its assets and liabilities at between $100,001 and $500,000 each. Glenn R. Meyers, Esq., at The Meyers Law Firm serves as the Debtor's bankruptcy counsel. BLACK IRON: Case Summary & 5 Unsecured Creditors ------------------------------------------------ Debtor: Black Iron, LLC 6249 West Gilbert Industrial Court Hurricane, UT 84737 Business Description: The company is into metal ore mining. Chapter 11 Petition Date: June 1, 2017 Case No.: 17-24816 Court: United States Bankruptcy Court District of Utah (Salt Lake City) Judge: Hon. William T. Thurman Debtor's Counsel: Adelaide Maudsley, Esq. Ralph R. Mabey, Esq. KIRTON MCCONKIE P.C. 50 East South Temple, Suite 400 Salt Lake City, UT 84111 Tel: 801-321-4837 Fax: 801-321-4893 E-mail: amaudsley@kmclaw.com rmabey@kmclaw.com Debtor's Special Litigation Counsel: Dana T. Farmer, Esq. SMITH KNOWLES P.C. Debtor's Accountant: WSRP, LLC Debtor's General Environmental Permitting Consultant: ALYSEN D. TARRANT Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Steve L. Gilbert, manager. A copy of the Debtor's list of five unsecured creditors is available for free at: http://bankrupt.com/misc/utb17-24816.pdf A copy of the petition is available for free at: http://bankrupt.com/misc/utb17-24816_petition.pdf BOMBARDIER REC: Share Buyback Plan No Impact on Moody's Ba3 CFR ---------------------------------------------------------------- Moody's Investors Service commented that Bombardier Rec Products Inc.'s (BRP) plan to buy back up to C$350 million of its shares is credit negative but has no impact on the company's Ba3 corporate family rating and stable outlook. Bombardier Recreational Products Inc. is a global manufacturer of motorized recreational products, including snowmobiles, side-by-side vehicles, all-terrain vehicles, three-wheel motorcycles, personal watercraft, outboard and Rotax engines. Revenue for the last twelve months ended April 30, 2017 was C$4.2 billion. BRISTOW GROUP: Moody's Lowers CFR to B3; Outlook Negative --------------------------------------------------------- Moody's Investors Service downgraded Bristow Group Inc.'s Corporate Family Rating (CFR) to B3 from B1, Probability of Default Rating (PDR) to B3-PD from B1-PD, senior secured credit facility ratings to B2 from Ba3, and senior unsecured notes to Caa2 from B2. The Speculative Grade Liquidity Rating was upgraded to SGL-3 from SGL-4. The rating outlook remains negative. "The downgrade reflects Moody's views that Bristow will have to contend with reduced demand from its oil and gas industry customers, weak prices due to a global oversupply of large helicopters, high cost structure, and adverse currency pressures that will likely keep its leverage elevated above 7x through fiscal 2018," said Sajjad Alam, Moody's Senior Analyst. Issuer: Bristow Group Inc. Downgraded: -- Corporate Family Rating, Downgraded to B3 from B1 -- Probability of Default Rating, Downgraded to B3-PD from B1-PD -- Senior Secured Bank Credit Facility, Downgraded to B2 (LGD 3) from Ba3 (LGD 3) -- Senior Unsecured Regular Bond/Debenture, Downgraded to Caa2 (LGD 5) from B2 (LGD 5) Upgraded: -- Speculative Grade Liquidity Rating, Upgraded to SGL-3 from SGL-4 Outlook Actions: -- Maintain Negative Outlook RATINGS RATIONALE Bristow's B3 CFR reflects its high financial leverage, elevated fixed cost structure, the poor outlook for the offshore oil and gas industry, and Moody's expectation of persistent pricing pressure due to industry-wide helicopter overcapacity. Despite relatively stable projected revenues from its UK Search & Rescue (SAR) and fixed wing operations, a protracted weakness in deepwater and ultra-deepwater markets, which has historically generated most of Bristow's revenues, will keep Bristow's debt/EBITDA at elevated levels through at least calendar 2018. The indefinite grounding of H225 aircraft by certain regulatory bodies will also limit Bristow's cash flow prospects over the next 12-18 months. Additionally, the devaluation in the British Pound following the Brexit referendum will weigh on earnings. Bristow's ratings are supported by its global scale, leading market position in the offshore helicopter services industry, long-term and non-cyclical search and rescue (SAR) contract with the UK government, large and modern fleet of mostly owned aircraft, contractual relationship with a diverse group of oil and gas customers, and management's consistent commitment to safety. Bristow has adequate liquidity which is reflected in the SGL-3 rating. The company will generate roughly $140 million of negative free cash flow in fiscal 2018 and will have to rely on the revolver to fund its operations. The company also has a $46 million term loan maturity in November 2017. As of March 31, 2017, Bristow had $97 million of balance sheet cash and $139 million drawn under its $400 million revolving credit facility leaving $260 million in available borrowing capacity after accounting for a small amount of letters of credit. Bristow is in the final stages of obtaining a $230 million equipment financing loan from GECAS, which is expected to close in June 2017. The company should have sufficient headroom under its financial covenants through fiscal 2018. A significant number of Bristow's helicopters under foreign subsidiaries are unencumbered and could provide an alternative source of liquidity. Bristow's senior notes were downgraded to Caa2, two notches below the B3 CFR given the increased amount of secured debt in the capital structure. The secured term loan and the $400 million secured revolver are rated one notch above the CFR at B2 because of their priority-claim to Bristow's assets in a potential default scenario. Moody's Loss Given Default Methodology indicates a two notch separation between the CFR and the credit facility rating. However, Moody's believes that the assigned B2 rating is more appropriate given that secured lenders do not have an all-asset pledge reducing potential recoveries in the event of a default. The negative outlook reflects poor demand prospects from the offshore oil and gas industry through calendar 2018, uncertainty regarding the timing and pace of market recovery, and the risks of further deterioration in Bristow's credit metrics. A downgrade is likely if there is a material decline in liquidity or if cash flows fall more than anticipated. An upgrade could be considered if revenues and margins show improving trends and the company can sustain debt/EBITDA below 6x while maintaining adequate liquidity. The principal methodology used in these ratings was Global Oilfield Services Industry Rating Methodology published in May 2017. Bristow Group Inc., headquartered in Houston, Texas, is a leading provider of helicopter transportation services to the oil and gas industry worldwide. CALCEUS ACQUISITION: S&P Affirms 'B-' CCR on Improving Metrics -------------------------------------------------------------- S&P Global Ratings affirmed its ratings on New York-based Cole Haan, including the 'B-' corporate credit rating. The outlook is stable. At the same time, S&P affirmed its 'B-' issue-level rating on the company's $320 million first-lien term loan due in 2020. The recovery rating remains '4', reflecting S&P's expectation of average (30%-50%; rounded estimate: 30%) recovery in the event of a payment default. "The rating affirmation reflects our expectation that Cole Haan's credit metrics will gradually improve as it offsets softness in the wholesale channel, department stores in particular, with robust growth in its retail channels," said S&P Global Ratings credit analyst Suyun Qu. In addition, S&P believes the company will further improve its adjusted EBITDA margin to around 16% over the near to medium term, from around 13% in 2015, as it introduces new product lines and increases higher-margin digital sales. Although this should support robust EBITDA growth and subsequently strengthen operating cash flows, S&P anticipates it will be partly offset by weakness in the wholesale segment. As a result, S&P expects operating cash flow generation to be modest and largely funding the company's expansion plans over the next 12 months. Consequently, S&P expects only modest debt reduction, which will temper any improvement in credit metrics. S&P forecasts Cole Haan's adjusted debt to EBITDA will be in the mid-5x range in coming years, and its fixed-charge ratio will improve slightly to the mid-1x area. The stable outlook reflects S&P's expectation that Cole Haan's credit metrics will gradually strengthen over the next 12 months but remain relatively weak. For example, S&P expects its fixed-charge ratio to remain low, around 1.5x, and that the company will only generate free operating cash flow (FOCF) of approximately $10 million annually in the next two years. This is the result of high investment needs to develop new products and expand its direct–to-consumer channels. Nevertheless, S&P expects the company to maintain a sufficient borrowing base under its asset-based revolving credit facility, which should allow full access during their peak borrowing season in the first and third quarters. S&P could consider an upgrade if the company materially grows EBITDA, such that it improves its fixed-charge ratio to around 2x or above. S&P estimates this could occur if the company's current positive operating momentum continues and EBITDA improves by about 30%. This could also occur if it offsets industry headwinds by gaining sustained broad customer acceptance and sustained demand for its pipeline of new products. S&P could lower its ratings if the company's capital structure appears unsustainable or if liquidity deteriorates. This could occur if Cole Haan doesn't achieve its growth expectations, builds inventory as a result of a hypothetical fashion miss, or wholesale segment deterioration accelerates. S&P would consider lowering the rating if its EBITDA deteriorates and causes its financial metrics to deteriorate, including its fixed charge ratio decreasing to near 1x. S&P could also lower the ratings if the company's liquidity becomes constrained and its borrowing base narrows, or if it cannot generate positive free cash flow and relies on its asset-based revolver to fund operations. CAPITAL TRANSPORTATION: Intends to File Chapter 11 Plan by Aug. 10 ------------------------------------------------------------------ Capital Transportation, Inc. requests a 60-day extension from the U.S. Bankruptcy Court for the Southern District of Florida of the periods within which to propose a plan of reorganization and to solicit acceptances of such plan, through August 10, 2017 and October 10, 2017, respectively, without prejudice to the Debtor's right to seek additional extensions. The Debtor submits that an extension of the Exclusive Periods is warranted and appropriate for this case because, among others, (a) the Debtor continues to make good faith progress towards reorganization, and (b) the Debtor is not seeking to use exclusivity to pressure creditors into accepting a plan they find unacceptable. In addition, the Debtor asserts that the requested extension will afford the Debtor a full and fair opportunity to negotiate, propose, and seek acceptances of a Chapter 11 plan. Absent such extension, the Debtor's initial Exclusive Filing Period and Exclusive Solicitation Period are currently set to expire on June 10, 2017 and August 9, 2017, respectively. About Capital Transportation Capital Transportation, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 17-11664) on Feb. 10, 2017. John Camillo, president, signed the petition. The Debtor estimated assets of less than $500,000 and liabilities of $1 million. David A. Ray, P.A., is serving as counsel to the Debtor. An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Capital Transportation, Inc. as of April 17, 2017, according to the court docket. CATASYS INC: Will Increase Enrollment for OnTrak-A in Eight States ------------------------------------------------------------------ Catasys, Inc., announced that it is now receiving all of the member data expected from a leading national health insurance plan, which will allow the Company to fully ramp enrollment for OnTrak-A in the eight contracted states. OnTrak-A has already launched in six of the eight states, which will enable rapid utilization of the new data. OnTrak-A contracts currently cover commercial and Medicare members with Substance Use Disorders (SUD) in all states and Anxiety in certain states. The previously announced data issues on the customer's end, which prevented Catasys from properly identifying members, have been resolved. The data feed from the customer had previously been operating at what Catasys believed to be approximately 5 to 10 percent of capacity. However, with the complete data now available, Catasys believes the eligible lives included in this customer's member population is approximately 50 percent higher than anticipated. Despite the limitations of this program over the last year, Catasys was still able to generate $8.5 million in total cash receipts for 2016. Obviously, this speaks well for the coming quarters and years. The customer and Catasys have run a battery of tests over the past couple of weeks to confirm that the issue is resolved and the data feed is now operating correctly. OnTrak-A currently covers members in Illinois, Kansas, Missouri, New Jersey, Oklahoma and Pennsylvania, and is in the process of launching in Texas and Massachusetts. With approximately 23 million medical members in total across the U.S., this health insurance plan is currently one of the largest OnTrak customers. "We are excited to put this customer's data issues behind us and start towards fully ramping enrollment for the OnTrak-A program. As one of our largest member populations to date, we believe there is significant revenue growth opportunity now that we have the needed data from the customer. We look forward to ramping the enrollment of this population to 20% of the eligible lives," said Rick Anderson, Catasys president and COO. "Our relationship with this national health insurance plan remains strong and while working through their data challenges we have continued to build our relationship. Just a few months ago we announced expanding the OnTrak-A program into Texas and Massachusetts for commercial and Medicare members suffering from substance use disorders. We believe that moving past the data issues will allow us to expand the program into more states and our other behavioral health disorders, including anxiety and depression," continued Mr. Anderson. Catasys' OnTrak program is designed to improve patient health while lowering costs to the insurer for underserved populations in which behavioral health conditions are exacerbating co-existing medical conditions. OnTrak has demonstrated effectiveness with a 50 percent reduction in health care costs for members enrolled in the program as well as reductions in hospital days, ambulance usage, emergency room visits and more thorough identification, engagement and treatment. Catasys currently operates programs in Florida, Georgia, Illinois, Kansas, Kentucky, Louisiana, Massachusetts, Missouri, New Jersey, North Carolina, Oklahoma, Pennsylvania, South Carolina, Tennessee, Texas, Virginia, West Virginia and Wisconsin. About Catasys, Inc. Catasys, Inc., provides big data based analytics and predictive modeling driven behavioral healthcare services to health plans and their members through its OnTrak solution. Catasys' OnTrak solution -- contracted with a growing number of national and regional health plans -- is designed to improve member health and, at the same time, lower costs to the insurer for underserved populations where behavioral health conditions cause or exacerbate co-existing medical conditions. The solution utilizes proprietary analytics and proprietary enrollment, engagement and behavioral modification capabilities to assist members who otherwise do not seek care through a patient-centric treatment that integrates evidence-based medical and psychosocial interventions along with care coaching in a 52-week outpatient treatment solution. Catasys reported a net loss of $17.93 million on $7.07 million of revenues for the year ended Dec. 31, 2016, compared to a net loss of $7.22 million on $2.70 million of revenues for the year ended Dec. 31, 2015. As of March 31, 2017, Catasys had $2.94 million in total assets, $47.54 million in total liabilities and a total stockholders' deficit of $44.60 million. The Company's independent accounting firm Rose, Snyder & Jacobs LLP, in Encino, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has continued to incur significant operating losses and negative cash flows from operations during the year ended Dec. 31, 2016, and continues to have negative working capital at Dec. 31, 2016. These conditions raise substantial doubt about the Company's ability to continue as a going concern. CATCH 22 LINY: Plan Exclusivity Deadline Extended Through July 31 ----------------------------------------------------------------- Judge Robert E. Grossman of the U.S. Bankruptcy Court for the Eastern District of New York extended Catch 22 LINY Corp.'s exclusive period to file a plan of reorganization through and including August 1, 2017, and the time to solicit votes on such filed plan through and including September 30, 2017. The Troubled Company Reporter has previously reported that the Debtor asked the Court for 60-day extension of its exclusive periods to avoid the premature formulation of a Chapter 11 plan at that time in the event the Plan was not filed before May 31 and also to preserve its exclusivity during the 300 days from the order for relief in this case. The bar date for filing of claims by non-government creditors had recently passed. The Bar Date was set for March 17, 2017, for all creditors to file a proof of claim. The deadline for government entities was May 31. The Debtor was still reviewing the filed claims, and, in particular, the claims filed by New York State, the Internal Revenue Service, the Debtor's landlords and several lenders and/or investors. In addition, the Debtor was also negotiating and drafting terms of a Plan and Disclosure Statement internally and, eventually, with its creditors and the U.S. Trustee. The Debtor most recently met with parties-in-interest to discuss the proposed Plan on April 21, 2017. About Catch 22 LINY Corp. Catch 22 LINY Corp. is a corporation incorporated under the laws of the State of New York with a restaurant business located at 1 Main Street and 99 Ocean Avenue, East Rockaway, New York. An involuntary petition (Bankr. E.D.N.Y. Case No. 16-75160) was filed against Catch 22 LINY Corp., dba Reel, under Chapter 11 of the Bankruptcy Code on Nov. 5, 2016. The petition was filed by petitioners Anthony Chiodi, Willys Fish Corporation and Westbury Fish Co., Inc. The case is assigned to Judge Robert E. Grossman. The Debtor is represented by Robert J. Spence, Esq., at Spence Law Office, P.C. The petitioners are represented by Joseph M. Mattone, Esq., at Mattone, Mattone, Mattone, LLP. CBAK ENERGY: Inks $9.6M Securities Purchase Pact with Investors --------------------------------------------------------------- CBAK Energy Technology, Inc., entered into a securities purchase agreement with certain investors, pursuant to which, the Company agreed to issue an aggregate of 6,403,518 shares of common stock, par value $0.001 per share of the Company to the investors, at a purchase price of $1.50 per share, for an aggregate price of $9,605,277. The Securities Purchase Agreement, dated May 31, 2017, contains customary representations and warranties of the investors. The investors do not have registration rights with respect to the Shares. The issuance of the Shares to the investors was made in reliance on the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended, for the offer and sale of securities not involving a public offering, and Regulation S promulgated thereunder. None of the Shares have been registered under the Act and neither may be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This current report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful. About CBAK Energy Dalian, China-based CBAK Energy Technology, Inc., formerly China BAK Battery, Inc., incorporated on Oct. 4, 1999, is a holding company. The Company and its subsidiaries are principally engaged in the manufacture, commercialization and distribution of a range of standard and customized lithium ion (Li-ion) rechargeable batteries for use in an array of applications. The Company's products are sold to packing plants operated by third parties primarily for use in mobile phones and other electronic devices. The Company conducts its manufacturing activities in China. China Bank is the first China-based lithium battery company listed in the U.S., in January 2005 (NASDAQ: CBAK). The Company's subsidiaries include China BAK Asia Holdings Limited (BAK Asia), Dalian BAK Trading Co., Ltd. (Dalian BAK Trading), and Dalian BAK Power Battery Co., Ltd. (Dalian BAK Power). Dalian BAK Trading focuses on the wholesale of lithium batteries and lithium batteries' materials, import and export business, and related technology consulting services. Dalian BAK Power focuses on the development and manufacture of high-power lithium batteries. China BAK reported a net loss of US$12.65 million for the year ended Sept. 30, 2016, following net profit of $15.87 million for the year ended Sept. 30, 2015. As of March 31, 2017, CBAK Energy had US$97.30 million in total assets, US$86.45 million in total liabilities and US$10.84 million in total shareholders' equity. Centurion ZD CPA Limited, in Hong Kong, China, issued a "going concern" qualification on the consolidated financial statements for the year ended Sept. 30, 2016, stating that the Company has a working capital deficiency, accumulated deficit from recurring net losses and significant short-term debt obligations maturing in less than one year as of Sept. 30, 2016. All these factors raise substantial doubt about its ability to continue as a going concern. CBL & ASSOCIATES: Moody's Affirms (P)Ba1 Preferred Shelf Rating --------------------------------------------------------------- Moody's Investors Service affirmed all ratings of CBL & Associates Limited Partnership's (CBL), including the Baa3 senior unsecured debt rating of its operating subsidiary, CBL & Associates Limited Partnership. The outlook was revised to negative from stable. The following ratings were affirmed: CBL & Associates Limited Partnership: -- Senior unsecured debt rating at Baa3 -- Senior unsecured debt shelf at (P)Baa3 CBL & Associates Properties, Inc.: -- LT issuer rating at Baa3 -- Senior unsecured debt shelf at (P)Baa3 -- Preferred shelf at (P)Ba1 RATINGS RATIONALE The negative rating outlook was driven by continued pressures that could be exacerbated by the current challenging retail environment, especially for mall operators such as CBL with portfolios that have average sales per square foot under $400. For the twelve months ended March 31, 2017, CBL's stabilized mall same-center sales per square foot was $372, a decline from $382 in the prior year. CBL's fundamentals have weakened, including occupancy declines and decelerating same-store NOI growth. In the first quarter 2017, CBL's total portfolio occupancy increased to 92.1% from 91.6% at 1Q16. However, its mall portfolio occupancy declined to 90.5% from 90.9% during the same period. The REIT's portfolio same-center NOI was also down 1% and mall same-center NOI was down 1.6%. Moody's expects continued weakening of occupancy and NOI growth rates for the remainder of 2017 due to potential additional tenants closures and bankruptcies. The affirmation of the Baa3 senior unsecured rating reflects CBL's focus on owning the dominant mall within a market, which provides CBL with a good tenant base and geographic diversity. The rating affirmation also incorporates CBL's continued reduction in secured debt levels and its well-laddered debt maturity with low development exposure. CBL's secured debt to gross assets improved to 27.3% at 1Q17, compared to 29.7% and 31.2% at the end of 2016 and 2015, respectively. Moreover, the rating affirmation also reflects the stability of the management team and their good understanding of the local market. As a result of these concerns, Moody's expects stronger credit metrics at the current rating level to counterbalance the portfolio risk. A downgrade would result should net debt/EBITDA be closer to 7.0x or debt + preferred as a % gross assets exceeding 60%. Negative rating pressure could also emerge if secured debt as a % of gross assets exceed 30% or fixed charge coverage fall below 2.5x on a sustained basis. Furthermore, continued negative operating trends and, particularly, continued adverse developments in the retail space would also put pressure on the ratings. An upgrade is unlikely given the negative outlook. However, longer term, a positive rating action would reflect improved asset quality (as measured by mall sales per square foot above $450 on average) and sustained positive operating trends. Net Debt/EBITDA below 6x, fixed charge coverage above 3x and secured debt below 20% of gross assets would also be needed. CBL & Associates Properties, Inc. [NYSE: CBL] is a retail REIT headquartered in Chattanooga, Tennessee. CBL owns, holds interests in or manages 125 properties, including 82 regional malls/open-air centers. The properties are located in 27 states as of March 31, 2017. The principal methodology used in these ratings was Global Rating Methodology for REITs and Other Commercial Property Firms published in July 2010. CEDAR FAIR: Egan-Jones Lowers Sr. Unsecured Ratings to BB --------------------------------------------------------- Egan-Jones Ratings, on May 19, 2017, downgraded the local currency and foreign currency senior unsecured ratings on debt issued by Cedar Fair LP to BB from BB+. Cedar Fair, L.P. is an operator of regional amusement parks. The Company operates within a segment of amusement/water parks with accompanying resort facilities. CHARLES A. KNIGHT: Files Amended Chapter 11 Liquidation Plan ------------------------------------------------------------ Charles A. Knight Inc. filed with the U.S. Bankruptcy Court for the Eastern District of Michigan a first amended combined disclosure statement and plan of liquidation. Under the amended liquidation plan, class 6 consists of the general unsecured claims. This class, which is made up of the undersecured portion of the claim of Trenton Gas Property LLC, as well as the wholly-undersecured claims of Pantall-Gallup Properties LLC (about $148, 191.25), S Abraham & Sons Inc. (about $ 11,264.96), and Trenton Gas Inc. (about $49,203.11), along with all scheduled unsecured claims as well as unsecured claims and unsecured portions of claims evidenced by the proofs of claim filed in this case, shall be paid at Closing from available funds after payment of all preceding Classes. This class is impaired. The previous version of the plan stated that general unsecured claimants are under class 4 and will not be paid. The Debtor reasonably believes that its sale of assets will generate sufficient funds to satisfy its obligations under the Plan. Other sources of cash may be explored and utilized by the Debtor to the extent that such cash infusions are necessary to meet the obligations of the Plan. A copy of the Amended Disclosure Statement is available at: http://bankrupt.com/misc/mieb16-54642-62.pdf About Charles A. Knight Charles A. Knight Inc., which conducts business under the name Charlie Knight's Marathon Service, is a Michigan corporation, which owns a convenience store and gas station located at 3610 West Road, in Trenton, Michigan. The Debtor was formed in 1984. The Debtor filed a Chapter 11 petition (Bankr. E.D. Mich. Case No. 16-54642), on Oct. 27, 2016. The petition was signed by Charles A. Knight, president. At the time of filing, the Debtor estimated assets of less than $500,000 and liabilities of $1 million to $10 million. The case is assigned to Judge Phillip J. Shefferly. Peter Steven Halabu, Esq., at Halabu Law Group, P.C. represents the Debtor. The Debtor hired Kohut Law Group PLLC as sale consultant. CHARLES STREET: In Active Negotiations with Secured Creditor ------------------------------------------------------------ Charles Street African Methodist Episcopal Church of Boston filed with the U.S. Bankruptcy Court in Massachusetts its latest disclosure statement, which explains its proposed plan to exit Chapter 11 protection. The church disclosed in the document that it is in "active negotiations" with Tremont, a secured creditor, regarding the treatment of its claims under the restructuring plan. According to the church, the amount of Tremont's Class 3 secured claim will be up to $450,000. Meanwhile, the church estimated the amount of Tremont's Class 8 deficiency claim to be between $100,000 and $492,000. An earlier version of the disclosure statement estimated the amount of Class 3 secured claim at $100,000, and the amount of Class 8 deficiency claim at $350,000. The latest disclosure statement also contains more details of the church's operations and its objections to the proof of claim filed by OneUnited Bank. A copy of the first amended disclosure statement dated May 23 is available for free at: https://is.gd/rJaw3Z About Charles Street Charles Street African Methodist Episcopal Church -- http://www.csrrc.org/-- is located in Roxbury, Massachusetts. Its mission is to advocate for the needs of community residents and to strengthen individuals, families, and the community by providing social, educational, economic, and cultural services. The Debtor filed for Chapter 11 protection (Bankr. D. Mass. Case No. 12-12292) on March 20, 2012, to prevent its lender, OneUnited Bank, from foreclosing on a $1.1 million loan and auctioning off the church. The Debtor estimated both assets and debts of between $1 million and $10 million. The Debtor is represented by the Boston firm Ropes & Gray LLP, which is working free of charge. The Debtor tapped AlixPartners, LLP as restructuring advisor, and Steven G. Elliott as commercial and residential real estate appraiser for purposes of providing expert appraisal testimony. David S. Williams, CEO of Deloitte Financial Advisory Services LLP, was appointed examiner. CHICAGO, IL: S&P Cuts Rating on 2008/2013 MFT Revenue Bonds to BB+ ------------------------------------------------------------------ S&P Global Ratings lowered its long-term rating and underlying rating (SPUR) to 'BB+' from 'BBB-' on Chicago, Ill.'s outstanding motor fuel tax (MFT) revenue bonds, series 2008 and 2013, and the city's Transportation Infrastructure Finance and Innovation Act (TIFIA) drawdown loan. S&P has also placed the ratings on the bonds on CreditWatch with negative implications. "We lowered the ratings given our recent downgrade of the state of Illinois' appropriation bond rating to 'BB+' from 'BBB-'," said S&P Global Ratings credit analyst Carol Spain. Since an appropriation by the state is needed to annually release the pledged MFT revenues to the city, the rating can be no higher than the state's appropriation rating. The state appropriated MFT revenues in its stopgap 2017 budget. However, during fiscal 2016, MFT revenues were delayed until well into the fiscal year due to the state's budget impasse, and the city planned to make payments from available funds on hand to avert a default as a result of the delay. The city has been receiving MFT revenues without delay or a reduction since December 2015. S&P continues to believe the state will adhere to its statutory distribution formula that insulates revenues pledged to the bonds from its budgetary stress. However, S&P also believes the risk of a disruption is somewhat greater with the state's overall fiscal condition experiencing more acute levels of distress. The aforementioned debt is secured by two types of special tax revenues: MFT revenues received from the state and additional city revenues, which is revenue collected from activities along the city's Riverwalk project. The rating reflects S&P's view that annual appropriation risk from the state is a compelling rating factor, particularly in light of the state's continued budget pressures. "The CreditWatch reflects our view of the state's creditworthiness, and the rating on these bonds will move in tandem absent any strengthening of state statutes to protect the timely dissemination of MFT revenues from state budgetary pressures, thereby neutralizing annual appropriation risk," said Ms. Spain, "and it also reflects our view of the vulnerability of debt service payments to late state appropriation risk." Consequently, S&P could lower the rating further if the state's appropriation rating is lowered. CHICO HEALTH: Unsecureds to Get Full Payment in Cash Under Plan --------------------------------------------------------------- Chico Health Imaging, LLC, filed with the U.S. Bankruptcy Court for the Eastern District of California a disclosure statement to accompany the Debtor's plan of reorganization dated May 23, 2017. Each holder of Class 3 General Unsecured Claims -- estimated at $185,000 -- will be paid in cash it pro rata share of the Creditor Fund after payment of Allowed Class 2 Priority Unsecured Claims. Except to the extent that a holder of an Allowed General Unsecured Claim agrees to less favorable treatment, each creditor with an Allowed General Unsecured Claim, will, in full and final satisfaction of the claim, be paid in full in cash its pro rata share of the Creditor Fund after payment of Allowed Class 2 Priority Unsecured Claims on the latest of: (i) 30 days after the Effective Date, as soon thereafter as is practical; (ii) the date as may be fixed by the Court, or as soon thereafter as is practicable; (iii) the 14th Business Day after the General Unsecured Claim is Allowed, or as soon thereafter as is practicable; or (iv) the date as the holder of General Unsecured Claim and Debtor or Reorganized Debtor, as applicable, have agreed or will agree. On the Effective Date, without any further action by Debtor or Reorganized Debtor, all of the Debtor's assets will vest in Reorganized Debtor and these events will occur in this sequence: 1. the NSR Counter-Claims will be assigned to Kenneth Woolley and Robert Woolley; 2. the Woolley Agreement will be consummated. 3. the Creditor Fund will be funded with the Woolley Funding Amount; and 4. if not previously terminated, the 401(K) Plan will be deemed terminated as provided for in the Chico Health Imaging, LLC 4012(K) Profit Sharing Plan Safe Harbor Notification to Eligible Employees, dated Nov. 12, 2015. To the extent necessary, the individual to be deemed substitute trustee will be authorized to execute any documents necessary to complete the termination but will not be deemed substituted as a trustee for any other purposes. All vested 401(k) plan accounts will be distributed to the eligible employees as provided for therein. The Disclosure Statement is available at: http://bankrupt.com/misc/caeb17-20247-222.pdf As reported by the Troubled Company Reporter on April 28, 2017, the Debtor previously filed a Chapter 11 plan of reorganization that proposes to pay creditors through a settlement of claims against its principals. The agreement proposed that Robert Woolley, Kenneth Woolley and four others would be released from possible claims tied to their management of or involvement in the company in exchange for a payment of $250,000 from the principals. The settlement funds would be used to pay claims of creditors allowed under the proposed plan. About Chico Health Imaging Formed in 2015, Chico Health Imaging, LLC, owned and operated an imaging center located in Chico, California, until the sale of its assets in February 2017. The Debtor is owned by members Accellus Health LLC, Fred Brandon D.O., and Nonspecific Holdings LLC. It is managed by Kenneth Woolley and Robert Woolley. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Calif. Case No. 17-20247) on Feb. 16, 2017. The petition was signed by Kenneth Woolley, manager. At the time of the filing, the Debtor estimated its assets and liabilities at $1 million to $10 million. The case is assigned to Judge Christopher D. Jaime. The Debtor is represented by Garman Turner Gordon LLP and Philip Rhodes Law Corporation. CIT GROUP: Fitch to Rate Perpetual Preferred Stock 'B(EXP)' ----------------------------------------------------------- Fitch Ratings has assigned an expected rating of 'B(EXP)' to CIT Group Inc.'s (CIT) perpetual preferred securities. The preferred securities are expected to be subordinate to existing and future indebtedness but senior to common units. Distributions, when and if declared by the board of directors, will be payable semi-annually until June 15, 2022, after which distributions will be payable quarterly. Distributions on the preferred units are non-cumulative. Unless distributions have been declared on the preferred units, CIT may not declare or pay distributions on its common units. The preferred units are perpetual in nature, but may be redeemed, at CIT's option, five years after issuance. Proceeds from the issuance are expected to be used for general corporate purposes, including funding share repurchases. KEY RATING DRIVERS SUBORDINATED DEBT AND OTHER HYBRID SECURITIES The preferred stock is expected to be rated four notches lower than CIT's Viability Rating (VR) of 'bb+', in accordance with Fitch's 'Global Bank Rating Criteria' dated Nov. 25, 2016. The preferred stock rating includes a combined four notches for loss severity given the securities' deep subordination in the capital structure and non-performance given that the coupon of the securities is non-cumulative and fully discretionary. RATING SENSITIVITIES SUBORDINATED DEBT AND OTHER HYBRID SECURITIES CIT's preferred stock rating is primarily sensitive to downward changes in CIT's VR. An upward change in CIT's VR would not necessarily lead to a change in the preferred stock rating, as downward notching for preferred stock increases to five from four for 'bbb-' and higher rated issuers, in accordance with Fitch's 'Global Bank Rating Criteria' dated Nov. 25, 2016. For more information on CIT's VR sensitivities, please see Fitch's press release on CIT, dated Nov. 29, 2016. Fitch has assigned the following expected rating: CIT Group Inc. -- Preferred stock 'B (EXP)'. Existing ratings for CIT are as follows: CIT Group Inc. -- Long-Term IDR 'BB+'; -- Short-Term IDR 'B'; -- Viability Rating 'bb+'; -- Senior unsecured debt 'BB+'; -- Revolving credit facility 'BB+'; -- Support Rating '5'; -- Support Rating Floor 'NF'. CIT Bank, N.A. -- Long-Term IDR 'BB+'; -- Short-Term IDR 'B'; -- Viability Rating 'bb+'; -- Long-term deposit rating 'BBB-'; -- Short-term deposit rating 'F3'; -- Support Rating '5'; -- Support Rating Floor 'NF'. The Rating Outlook is Stable. CIT GROUP: Moody's Rates $325MM Perpetual Preferred Stock 'B1' -------------------------------------------------------------- Moody's Investors Service assigned a B1 rating to CIT Group's $325 million non-cumulative perpetual preferred stock. The preferred issuance has no effect on CIT's other ratings, including its Ba2 senior unsecured rating and the Baa2 long-term deposit rating of subsidiary CIT Bank N.A. The outlook for CIT's ratings is stable. RATINGS RATIONALE Moody's rating of the preferred shares follows normal notching from CIT's Ba2 senior unsecured rating and reflects the securities' junior priority of claim in CIT's capital structure. The preferred stock has no stated maturity date and will be perpetual unless redeemed at CIT's option. Dividends on the preferred stock will not be cumulative. CIT will use proceeds from the transaction for general corporate purposes, including capital distribution to shareholders. Capital distributions will modestly weaken CIT's strong capital position. After selling its aircraft leasing business for $10.4 billion in April, CIT redeemed $5.8 billion of long-term debt and is repurchasing $2.75 billion of common shares. The Federal Reserve Bank of New York authorized CIT to distribute to shareholders an additional $325 million, contingent on the company issuing a similar amount of Tier 1 qualifying preferred shares. Over time, CIT's common equity tier 1 ratio will transition to its target range of 10%-11% from 14.3% at March 31, 2017. The company's target capital level compares well with other regional financial institutions, though Moody's believes that CIT needs a strong capital level, given its higher risk business niches. Moody's could upgrade CIT's ratings if the company's net profitability stabilizes based on a decrease in business transition related expenses, effective management of credit and cyclical business challenges, and achieving targeted reductions in operating costs; the stability and quality of the company's deposits continues to positively evolve; and if the company maintains adequate capital strength given its business risk composition. Moody's could downgrade CIT's ratings if net finance margin of continuing businesses weakens, asset quality declines materially, and capital position declines to less than 10% TCE/RWA. The principal methodology used in this rating was Banks published in January 2016. CITY TOURS: Unsecureds to Recover 50% in 20 Quarterly Installments ------------------------------------------------------------------ City Tours, Inc., filed with the U.S. Bankruptcy Court for the Western District of Texas a disclosure statement dated May 22, 2017, referring to the Debtor's plan of reorganization. Holders of Class 8 General Unsecured Claims will receive a 50% distribution of their allowed claims, to be distributed in quarterly payments out of future business operations. Class 8 claims are impaired by the Plan. A sum of $500,000 will be paid to this class. This amount will be paid in 20 equal quarterly installments, starting on Nov. 25, 2017, the Effective Date and on the 25th of each quarter thereafter. Creditors will receive approximately 50% of their allowed claim. The Debtor originally scheduled 42 unsecured creditors having claims total $1,403,576. Of these approximately $533,192 has either been resolved or will not be paid. The Debtor believes the total unsecured debt will be less than $1 million. Payments and distributions under the Plan will be funded from operations of the Debtor's business. The Disclosure Statement is available at: http://bankrupt.com/misc/txwb16-51690-163.pdf About City Tours, Inc. City Tours, Inc., filed a chapter 11 petition (Bankr. W.D. Tex Case No. 16-51690) on July 29, 2016. The petition was signed by Edward Torres, president. The Debtor is represented by Dean William Greer, Esq. The case is assigned to Judge Ronald B. King. The Debtor estimated assets and liabilities at $1 million to $10 million at the time of the filing. The Debtor is principally engaged in the business of operating bus tours and transportation to and from the San Antonio Airport and surrounding counties. CLARKE PROJECT: Allowed to Use Cash Collateral Through Sept. 30 --------------------------------------------------------------- Judge Theodor C. Albert of the U.S. Bankruptcy Court for the District of Connecticut authorized Clarke Project Solutions, Inc., formerly known as Cumming Clarke, to use cash collateral through Sept. 30, 2017, in the amounts set forth in the Cash Budget which was attached to the Motion. The parties will come back at or before Sept. 30, 2017, with an additional stipulation or new motion regarding the continued use of cash collateral. Cumming Construction Management, Inc., is granted a replacement lien, as adequate protection, to the same validity, priority and extent as existed in its favor on the Petition Date. However, the Debtor, creditors and all other parties-in-interest will reserve any and all rights that they may have to object to the claims of Cumming Construction and to object to the validity, priority and extent of its lien, if any, encumbering the Debtor's assets. The Debtor will continue to deposit in a segregated debtor-in-possession bank account $10,000 per month each month. The Debtor commenced making deposits in March 2017, and the deposits will be included in the cash collateral that is subject to the replacement lien in favor of Cumming Construction. But no payments are to be made to Cumming Construction until its claims are allowed by the Court and the Court enters an order authorizing distribution of the funds. The expense line item for Legal Fees is a budget item and does not authorize the Debtor to pay attorney fees and costs or retainers to professionals except as authorized by an order of the Court. The Debtor is directed to provide to counsel for Cumming Construction monthly operating reports required to be submitted to the Office of the U.S. Trustee, and monthly Budget reports comparing the budgeted line items to actual collections and expenses, broken down by the expense line items contained in the Budget, after the end of each monthly period after the Petition Date. A full-text copy of the Order, dated May 30, 2017, is available at https://is.gd/WgVUVc About Clarke Project Solutions Clarke Project Solutions, Inc., f/k/a Cumming Clarke, based in Mission Viejo, California, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 17-10402) on Feb. 2, 2017. Chris Clarke, the president, signed the petition. The Debtor estimated assets at $1 million to $10 million and liabilities at $500,000 to $1 million at the time of the filing. The case is assigned to Judge Theodor Albert. The Debtor's bankruptcy counsel is Pamela Jan Zylstra, Esq. The Debtor has hired Dale K. Quinlain, Esq., at Quinlan Law Corporation, as special litigation counsel. The Debtor has also hired George Shewchuk of Raimond Pettit Group as accountant. CLEAR LAKE: Andersons Buying Perkinston Property for $84K --------------------------------------------------------- Clear Lake Development, LLC, asks the U.S. Bankruptcy Court for the Southern District of Mississippi to authorize the sale of a parcel of real property located at 0 Clear Lake Rd., Perkinston, Stone County, Mississippi, consisting of 40 acres, part of Stone County Tax Parcels No. 092-10-001.005 and 092-10-001.006, to John E. and Teresa M. Anderson for $84,000. Whitney Bank, doing business as Hancock Bank holds a promissory note and first deed of trust secured by the Property. Said Note and Deed of Trust are dated Nov. 17, 2015 and the Deed of Trust is recorded in land records of Stone County at Deed of Trust Book 393, Page 296. The Debtor proposes to pay all of the net proceeds of the sale of the Property to Hancock Bank to pay down the amount due on the Note. The Property taxes are due to Stone County for tax year 2015 in amount of approximately $165 which will be paid at closing. The Property taxes are due to Stone County for tax year 2016 in amount of approximately $122 which will be paid at closing. The Property taxes are projected to be due to Stone County for the tax year 2017 for the time prior to closing that the Property is owned by the Debtor during 2017, which are estimated to be in the approximate amount of $200. The Debtor has agreed that these expenses, charges and fees should be paid from the proceeds of the sale: a. Proration of the County ad valorem taxes for the current year of approximately $200, with the exact amount determined immediately prior to closing. b. Payment of county ad valorem taxes for tax year 2016, in the amount of approximately $122, with the exact amount being determined immediately prior to closing. c. Payment or redemption of county ad valorem taxes for tax year 2015, in the amount of approximately $165, with the exact amount being determined immediately prior to closing. d. Estimated fees due to the U.S. Trustee as quarterly fees pursuant to 28 USC 1930 as a result of completion of the sale of $2,925. e. Payment to Hancock Bank of 100% of the Net Proceeds of sale. Net Proceeds will be defined, for the purpose of the Application to Sell Real Property Free and Clear of Liens to mean: the purchase price, less real estate commissions; ad valorem taxes paid by Seller; proration's, title curative costs required by the Contract, cost of survey, any title insurance premium and/or binders required to be paid by the Seller, and an estimated amount that will become due to the U.S. Trustee as quarterly fees pursuant to 28 USC 1930 as a result of completion of the sale. f. Real Estate commission to Joel L. Carter and J. Carter Real Estate, LLC, in amount of 6% of the sale price of $5,040. g. Paydown of the Note in amount of the Net Proceeds to Hancock Bank. Hancock Bank will be required to execute a partial release of the Deed of Trust describing the property upon receipt of the Net Proceeds as set out. The sale contemplated should release the Property from all existing liens and transfer such lien to the proceeds of sale. The Debtor asks that the Court enters the Order authorizing the sale of the stated real property by the Debtor to the Buyers pursuant to the Contract for the Sale and Purchase of Real Estate, provided that payment is to be made in the following manner: 1. Proration of the County ad valorem taxes for the current year of approximately $200, with the exact amount determined immediately prior to closing. 2. Payment of county ad valorem taxes for tax year 2016, in the amount of approximately $122, with the exact amount being determined immediately prior to closing. 3. Payment of county ad valorem taxes for tax year 2015, in the amount of approximately $165, with the exact amount being determined immediately prior to closing. 4. Reserve to the Debtor the sum of $2,925 to be applied to the quarterly fees that will become due to the U.S. Trustee pursuant to 28 USC 1930, as a result of this transaction, to be deposited in a separate account and to be used only to pay said U.S. Trustee fees absent further order of the Court. 5. Paydown of the Note in amount of the Net Proceeds to Hancock Bank. The Debtor further asks that the Court (i) authorizes that the Property be sold free and clear of all liens; (ii) enters an order that the Net Proceeds of sale be substituted as collateral for the Property, and that the Property be conveyed free and clear of encumbrances, including but not limited to all taxes due to Stone County and the Deed of Trust to Hancock Bank; and (iii) grants such other, further and general relief to which it may be entitled. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Clear_Lake_91_Sales.pdf About Clear Lake Development Clear Lake Development, LLC of Biloxi, Mississippi, filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Miss. Case No. 17-50392) on March 6, 2017. The petition was signed by Bernard Favret, member. As of March 6, 2017, the Debtor estimated assets of less than $1 million and liabilities of $1 million to $10 million. Judge Katharine M. Samson presides over the case. The Debtor is represented by Patrick A. Sheehan, Esq., of Sheehan Law Firm, PLLC. COCRYSTAL PHARMA: Removes 'Interim' Tag from Title of CFO Callan ---------------------------------------------------------------- Cocrystal Pharma, Inc., entered into an agreement with James J. Martin to serve as the Company's chief financial officer on a full-time, non-interim basis beginning June 1, 2017. As previously disclosed, Mr. Martin has been serving as the Company's interim chief financial officer as an independent contractor since Feb. 27, 2017. According to a Form 8-K report filed with the Securities and Exchange Commission, Mr. Martin will be paid an annual salary of $230,000. At the discretion of the Company's board of directors, Mr. Martin will also be eligible to receive bonus compensation and equity awards. Mr. Martin's employment is on an at-will basis, pending the negotiation of a mutually acceptable employment agreement between the Company and Mr. Martin. About Cocrystal Pharma Cocrystal Pharma, Inc., formerly known as Biozone Pharmaceuticals, Inc., is a pharmaceutical company with a mission to discover novel antiviral therapeutics as treatments for serious and/or chronic viral diseases. Cocrystal Pharma employs unique technologies and Nobel Prize winning expertise to create first- and best-in-class antiviral drugs. These technologies and the Company's market- focused approach to drug discovery are designed to efficiently deliver small molecule therapeutics that are safe, effective and convenient to administer. The Company's primary business going forward is to develop novel medicines for use in the treatment of human viral diseases. Cocrystal has been developing novel technologies and approaches to create first-in-class and best-in-class antiviral drug candidates since its initial funding in 2008. Subsequent funding was provided to Cocrystal Discovery, Inc., by Teva Pharmaceuticals Industries, Ltd., or Teva, in 2011. The Company's focus is to pursue the development and commercialization of broad-spectrum antiviral drug candidates that will transform the treatment and prophylaxis of viral diseases in humans. By concentrating the Company's research and development efforts on viral replication inhibitors, the Company plans to leverage its infrastructure and expertise in these areas. Cocrystal Pharma reported a net loss of $74.87 million on $0 grant revenues for the year ended Dec. 31, 2016, compared to a net loss of $50.12 million on $78,000 of grant revenues for the year ended Dec. 31, 2015. As of March 31, 2017, Cocrystal Pharma had $122.51 million in total assets, $22.53 million in total liabilities and a total stockholders' equity of $99.98 million. BDO USA, LLP, in Seattle, Washington, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has suffered recurring losses from operations and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. CONCHO RESOURCES: Egan-Jones Upgrades Sr. Unsecured Ratings to BB- ------------------------------------------------------------------ Egan-Jones Ratings, on May 18, 2017, raised the local currency and foreign currency senior unsecured ratings on debt issued by Concho Resources to BB- from B+. Concho Resources Inc. is an independent oil and natural gas company engaged in the acquisition, development and exploration of oil and natural gas properties. The company's four operating areas include the Northern Delaware Basin, the Southern Delaware Basin, the Midland Basin and the New Mexico Shelf. CONCORDIA INTERNATIONAL: UK CMA to Continue Pricing Probe --------------------------------------------------------- Concordia International Corp. announced that the UK Competition and Markets Authority has notified the Company that it intends to continue with its pricing investigation at this time. The Company commented, "We continue to work co-operatively with the CMA as it assesses all the facts. A decision to continue with the investigation is not necessarily an indication that the CMA considers that Concordia had committed any offense, but is a decision to continue the process. As we have stated previously, we do not believe there was a breach of competition law related to this matter, and we intend to continue to work collaboratively with the CMA on this." The CMA confirmed that it has not reached a view as to whether there is sufficient information for it to issue a statement of objections. A statement of objections is a provisional interpretation that an infringement may have occurred. The CMA's pricing investigation includes matters that pre-date Concordia's ownership of its International segment. Concordia acquired the International segment from Cinven and certain other sellers as a result of its transaction to purchase Amdipharm Mercury Limited, which closed on Oct. 21, 2015. About Concordia Concordia is a diverse, international specialty pharmaceutical company focused on generic and legacy pharmaceutical products and orphan drugs. The Company has an international footprint with sales in more than 100 countries, and has a diversified portfolio of more than 200 established, off-patent molecules that make up more than 1,300 SKUs. Concordia also markets orphan drugs through its Orphan Drugs Division, consisting of Photofrin for the treatment of certain rare forms of cancer. Concordia operates out of facilities in Oakville, Ontario and, through its subsidiaries, operates out of facilities in Bridgetown, Barbados; London, England and Mumbai, India. Concordia reported a net loss of US$1.31 billion for the year ended Dec. 31, 2016, compared to a net loss of US$31.56 million for the year ended Dec. 31, 2015. As of Dec. 31, 2016, Concordia had US$3.73 billion in total assets, US$4.10 billion in total liabilities and a total shareholders' deficit of $377.57 million. * * * In November 2016, Moody's Investors Service downgraded the ratings of Concordia International Corp. including the Corporate Family Rating to 'Caa1' from 'B3' and the Probability of Default Rating to 'Caa1-PD' from 'B3-PD'. "The downgrade follows continued weakness in the business, an uncertain competitive environment, and an unclear and challenging path towards deleveraging," said Jessica Gladstone, Moody's senior vice president. In May 2017, S&P Global Ratings lowered its corporate credit rating on Concordia to 'CCC+' from 'B-'. "The downgrade reflects the continued deterioration in Concordia's operating results, and increased regulatory risk, which leads us to see heightened risk for a potential distressed exchange or debt restructuring," said S&P Global Ratings credit analyst Kim Logan. CPI CARD: Moody's Lowers CFR to B2; Outlook Stable -------------------------------------------------- Moody's Investors Service downgraded CPI Card Group Inc.'s corporate family and probability of default ratings ("CFR" and "PDR", respectively) to B2 and B2-PD from B1 and B1-PD, respectively. In addition, Moody's downgraded the ratings of the senior secured credit facilities of CPI Acquisition, Inc. (the debt-issuing subsidiary of CPI) to B2 from B1 and CPI's Speculative Grade Liquidity rating to SGL-3 from SGL-2. The rating outlook is stable. RATINGS RATIONALE The downgrade reflects Moody's expectation that CPI's liquidity will continue to tighten with working capital usage to support the eventual return to revenue growth over the second half of 2017. Although Moody's expects CPI to fund near term cash requirements with the $26mm of cash on its balance sheet (as of March 31, 2017), availability under its $40mm revolver will likely be limited to $20 million over the next several months due to a springing covenant that takes effect when the facility is 50% drawn. As long as Total First Lien Net Leverage ratio remains elevated near the maximum 7x threshold, the revolver availability will be limited. A return to revenue growth remains uncertain given the lack of visibility as to the timing of EMV chip payment card orders by CPI's customers. CPI's overall financial performance is largely driven by EMV card sales volumes, which have fallen drastically over the past year and a half due to excess inventories at large card issuing banks and merchant acquirers. Although Moody's expects volumes to recover in the second half of 2017 and 2018 as credit cards and debit cards fully convert to EMV chip enabled cards, average selling prices will likely continue to fall due to the pricing leverage of its bank customers and competition. CPI's unpredictable results and recent poor performance have exposed its lack of diversity among products, customers, and geographic markets. The B2 CFR is supported by CPI's leading position as a U.S. provider of financial payment cards and services, an industry with normally steady, recurring demand characteristics. Moody's expects at least high single digit revenue growth over the second half of 2017 and full year 2018, driven by the continued replacement of magnetic stripe payment cards with higher priced EMV chip cards, a process that CPI estimated to be about 65% complete as of May 2017. Moody's anticipates margin expansion to be driven by revenue growth and operating leverage from investments already made in advance of the market's conversion to EMV cards. The stable outlook reflects Moody's expectation that CPI's leverage will improve to the mid 4x level by the end of 2018 through a combination of profit growth and debt repayment. Moody's also expects liquidity to improve during the second half of 2017 with improving covenant leverage, which should restore full access to its revolver by the end of the year. The ratings could be upgraded if CPI were to generate steady revenue growth of at least the mid-single digits with EBITDA margins over 20%, reduce adjusted debt to EBITDA to below 4x, and produce strong cash flows such that FCF to gross debt is maintained above 10%. The ratings could be downgraded if CPI's revenues continue to decline, the company experiences market share loss or operational missteps, or liquidity weakens. Ratings could also be downgraded if margins erode (e.g., EBITDA margins in the low teens percentage) as a result of pricing pressures or higher operating costs. Inability to reduce financial leverage to under 5.5 times by the end of 2018 would also pressure ratings. Rating Downgrades: Issuer: CPI Card Group Inc. -- Corporate Family Rating, B2 from B1 -- Probability of Default Rating, B2-PD from B1-PD -- Speculative Grade Liquidity Rating, SGL-3 from SGL-2 Issuer: CPI Acquisition, Inc. -- Senior Secured Term Loan due 2022, B2 (LGD4) from B1 (LGD 4) -- Senior Secured Revolving Credit Facility due 2020, B2 (LGD4) from B1 (LGD 4) Outlook Actions: Issuer(s): CPI Card Group Inc./CPI Acquisition, Inc. -- Outlook, Stable The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. CPI is a provider of financial payment cards and card services to U.S. card issuing banks and prepaid debit card program managers. CROSIER FATHERS: Case Summary & Top Unsecured Creditors ------------------------------------------------------- Affiliated debtors that filed Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Crosier Fathers and Brothers Province, Inc. 17-41681 2617 E Campbell Ave Phoenix, AZ 85016 Tel: 520-770-8700 Crosier Fathers of Onamia 17-41682 104 Crosier Drive North Onamia, MN 56359 Tel: 520-770-8700 The Crosier Community of Phoenix 17-41683 2617 E Campbell AVe Phoenix, AZ 85016 Tel: 520-770-8700 About the Debtors: Crosier Fathers and Brothers Province, Inc. -- https://www.crosier.org -- is a Minnesota non-profit corporation that is the civil counterpart of the religious entity known as the Canons Regular of the Order of the Holy Cross Province of St. Odilia. Chapter 11 Petition Date: June 1, 2017 Court: United States Bankruptcy Court District of Minnesota (Minneapolis) Judge: Hon. Robert J Kressel Debtor's General Reorganization and Restructuring Counsel: Daniel J. Young, Esq. Susan G. Boswell, Esq. Lori L. Winkelman, Esq. Elizabeth S. Fella, Esq. QUARLES & BRADY LLP One S. Church Ave., Suite 1700 Tucson, AZ 85701 Tel: (520) 770-8700 E-mail: daniel.young@quarles.com susan.boswell@quarles.com lori.winkelman@quarles.com elizabeth.fella@quarles.com Debtors' Local Counsel: Thomas J. Flynn, Esq. LARKIN HOFFMAN 8300 Norman Center Drive, Suite 1000 Minneapolis, Minnesota 55437 Tel: (952) 896-3362 E-mail: tflynn@larkinhoffman.com Debtors' Accountant & Financial Consultant: KEEGAN, LINSCOTT & KENON, P.C. Debtors' Special Insurance Counsel: GASKINS BENNETT BIRRELL SCHUPP LLP Debtors' Special Litigation Counsel: LARSON KING LLP Debtors' Noticing Agent: JND CORPORATE RESTRUCTURING Web site: http://www.jndla.com Estimated Estimated Assets Liabilities ---------- ----------- Crosier Fathers and Brothers $500K-$1M $100K-$500K Crosier Fathers of Onamia $1M-$10M $1M-$10M The Crosier Community of Phoenix $1M-$10M $100K-$500K The petitions were signed by Rev. Thomas Enneking, president Crosier Fathers and Brothers. Crosier Fathers and Brothers' list of top 20 unsecured creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Carrie Powell Employee $17,618 1914 E. Meadowbrook Ave. Benefits Claim Phoenix, AZ 85016 Denise Rancour Employee $10,536 7282 399th St Benefits Claim Wahkon, MN 56386 Aimee Anderson Employee $6,054 555 Hennepin Ave.#102 Benefits Claim Isle, MN 56342 Patricia Reccio Employee $2,966 2302 W. Port Royale Ln Benefits Claim Phoenix, AZ 85023 Tort Claimants Claims for sexual Unliquidated, Addresses unknown abuse disputed and contingent at this time The Debtor did not include in the list the category of tort claimants who have filed lawsuits against the Debtor which are currently contingent, unliquidated and disputed. Those names are confidential and will appear on the Confidential MML. This list does not include co-defendants in the lawsuits who have filed cross-claims or third party claims against the debtor arising out of the sex abuse lawsuits. Those cross-claims and third party claims are disputed, contingent and unliquidated. Full-text copies of the petitions are available for free at: http://bankrupt.com/misc/mnb17-41681.pdf http://bankrupt.com/misc/mnb17-41682.pdf http://bankrupt.com/misc/mnb17-41683.pdf CROSIER FATHERS: Proposes Ex-Judge Hogan as Unknown Claims Rep -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Minnesota will hold a hearing on June 6, 2017, at 2:00 p.m., in Minneapolis, Minnesota, on the expedited motion of Crosier Fathers and Brothers Province, Inc., Crosier Fathers of Onamia, and the Crosier Community of Phoenix, for an order appointing a representative to represent the interests of present-day adults who may have claims arising from sexual abuse experienced as minors but, as a result of a valid legal excuse, did not timely submit a proof of claim against the debtors in the reorganization cases. The Debtors aver that appointment of an Unknown Claims Representative would be beneficial because the interests of all such claimants will be represented by a person with the power and duty to participate and be heard in the reorganization cases, allowing the Debtors to reorganize and emerge from Chapter 11 and providing a mechanism for preserving a portion of the funds under the plan of reorganization to compensate such claimants. The Debtors nominate the Honorable (Ret.) Michael R. Hogan, a retired judge and currently the principal of Hogan Mediation, as the Unknown Claims Representative. If the court approves Judge Hogan as the Unknown Claims Representative, Judge Hogan will apply pursuant to 11 U.S.C. Sections 327 and 328 for an order authorizing his employment. Daniel J. Young, Esq., at Quarles & Brady LLP, counsel to the Debtors, explains that certain claims (the "Tort Claims") which have been asserted (and will be asserted) against the Debtors are unsecured claims of persons who assert abuse by clergy or other persons associated with the Debtors ("Tort Claimants") for which such Tort Claimants contend the Debtors are liable under various theories. The sexual abuse that underlies the Tort Claims primarily occurred decades ago, by priests, brothers or other workers associated with the Debtors. The Tort Claims consist of (i) Tort Claimants who have filed lawsuits against the Debtors, (ii) Tort Claimants who have filed claims in the reorganization cases, (iii) those who have come forward and informed the debtors of potential claims but who have not filed any legal actions and who may not have filed claims in the reorganization cases, (iv) Tort Claimants who identified themselves to the Debtors and subsequently settled their Tort Claims but who are included in the confidential master mailing list in these reorganization cases out of an abundance of caution, and (v) those adult persons who, as a result of a valid legal excuse (such as dissociative amnesia), do not timely file a claim against the debtors in the reorganization cases ("Unknown Tort Claimants"), who have never come forward and are not presently known to the Debtors. $550 Per Hour The Debtors state that Judge Hogan's rights, duties and responsibilities as the Unknown Claims Representative will include: * Undertaking an investigation and analysis of the estimated number of Unknown Tort Claimants and the estimated value of any Unknown Tort Claims; * Filing a Proof of Claim on behalf of all Unknown Tort Claimants within 60 days of entry of an order approving Judge Hogan's retention, subject to extension by consent of the Debtors and the Committee or for good cause shown; * Negotiating with the debtors, the committee, and other appropriate parties, any provisions of a Chapter 11 plan for the evaluation, determination, and treatment of any Unknown Tort Claims; * Advocating the legal position of Unknown Tort Claimants before this Court, and if necessary, filing pleadings and presenting evidence on any issue affecting them; * Taking all other legal actions reasonably necessary to represent the interests of the Unknown Tort Claimants; and * Serving as an independent fiduciary acting on behalf of all Unknown Tort Claimants. The Unknown Claims Representative will have access to any confidential proofs of claim that may be filed by known Tort Claimants and such other information as may be germane to his assessment of the Unknown Tort Claims, pursuant to the terms of a confidentiality agreement to be negotiated with the Debtors and committee and submitted to the court for approval. Subject to the approval of the Court, the Debtors and Judge Hogan have made these agreements regarding Judge Hogan's employment, compensation for professional services, and reimbursements of costs and other expenses that Judge Hogan may incur as part of his representation: a. Judge Hogan will be employed as the Unknown Claims Representative, pending the approval of the court, effective as of the date of the filing of this application. b. Upon approval of the court, Judge Hogan will be compensated at the hourly rate of $550 per hour, with fees to be capped at $50,000 (excluding any expenses that may be approved). Furthermore, upon approval of the court, the Debtors will also reimburse Judge Hogan for reasonable out-of-pocket expenses incurred in connection with this assignment, such as travel, lodging, and meals. The services to be provided by Judge Hogan will not unnecessarily duplicate or overlap the efforts of any other professionals retained in this matter. The services to be provided by Judge Hogan are separate and different from the services to be provided by the other professionals and each is essential to the Debtors' reorganization efforts. Judge Hogan is not a creditor of the debtors nor has he previously been involved in any capacity in the reorganization cases. Mr. Hogan can be reached at: Michael R. Hogan Principal HOGAN MEDIATION PO Box 1375 Eugene, OR 97440 E-mail: josh@hoganmediation.net About the Crosier Fathers The Crosier Fathers and Brothers is a Catholic religious order with large communities in Phoenix, Arizona and in Onamia, Minnesota. The Crosier Fathers and Brothers was founded in 1210 by Blessed Theodore de Celles and companions. At more than 800 years old, it is one of the oldest Roman Catholic religious orders of priests and brothers. The name Crosier is derived from the French word croises -- signed with the cross. There are about 350 Crosiers today worldwide. Crosier Fathers and Brothers Province, Inc., is a Minnesota nonprofit corporation that is the civil counterpart of the religious entity known as the Canons Regular of the Order of the Holy Cross Province of St. Odilia, whose members are referred to as Crosiers. Crosier Fathers and Brothers Province, Inc., Crosier Fathers of Onamia, and the Crosier Community of Phoenix, filed Chapter 11 protection on June 1, 2017 (Bankr. D. Minn. Lead Case No. 17-41681). The Debtors said they will be filing a joint plan of reorganization that would settle sexual abuse claims against their members. Judge Robert J Kressel is the case judge in Crosier Fathers' cases. Crosier Fathers tapped (i) Quarles & Brady LLP as general reorganization and restructuring counsel; (ii) Keegan, Linscott & Kenon, P.C. as accountant and financial consultant, (iii) Gaskins Bennett Birrell Schupp LLP as special insurance counsel; (iv) Larson King LLP as special litigation counsel; and (v) UpShot Services LLC d/b/a JND Corporate Restructuring, as noticing agent. More than a dozen U.S. catholic dioceses and religious orders have filed for bankruptcy in recent years in response to civil lawsuits filed against the dioceses on behalf of alleged victims of sexual abuse by priests. CROSIER FATHERS: To Keep Abuse Victims' Names Confidential ---------------------------------------------------------- The Crosier Fathers and Brothers Province, Inc., Crosier Fathers of Onamia, and the Crosier Community of Phoenix, on June 2, 2017, filed a motion asking the U.S. Bankruptcy Court for the District of Minnesota to enter an order authorizing them to keep the identities of abuse survivors confidential. The Debtors specifically ask the Court to: -- authorize them to file under seal portions of their schedules F, master mailing lists and any other pleadings, reports or other documents that might be filed from time to time in the reorganization cases, which disclose the names of individuals who have, either informally, formally, or through filing a lawsuit, notified the Debtors that they were sexually abused by priests, brothers, employees, volunteers, or other persons related to the debtors and have, could or might assert claims against the debtors arising out of such abuse (and any individuals who have not specifically notified the debtors, but who may have similar claims); and -- authorize the Debtors to provide copies of the sealed portions of any such pleadings, reports, lists or documents to the office of the United States Trustee and to counsel for a creditors' committee when one is formed, subject to a confidentiality protocol to be agreed upon between the Debtors and the office of the United States Trustee, and the Debtors and such counsel for a creditors' committee, both of which are to be approved by the court. A hearing on the Expedited Motion is scheduled for June 6, 2017, at 2:00 p.m. Counsel to the Debtors, Daniel J. Young, Esq., at Quarles & Brady LLP, explains that the Debtors believe that it is necessary to file certain documents or parts of documents under seal in order to protect the confidentiality and privacy of the survivors. According to Mr. Young, authorizing the Debtors and other interested parties to file documents under seal will protect the abuse survivors' identities while allowing all parties to file the documents that these cases will require. About the Crosier Fathers The Crosier Fathers and Brothers is a Catholic religious order with large communities in Phoenix, Arizona and in Onamia, Minnesota. The Crosier Fathers and Brothers was founded in 1210 by Blessed Theodore de Celles and companions. At more than 800 years old, it is one of the oldest Roman Catholic religious orders of priests and brothers. The name Crosier is derived from the French word croises -- signed with the cross. There are about 350 Crosiers today worldwide. Crosier Fathers and Brothers Province, Inc., is a Minnesota nonprofit corporation that is the civil counterpart of the religious entity known as the Canons Regular of the Order of the Holy Cross Province of St. Odilia, whose members are referred to as Crosiers. Crosier Fathers and Brothers Province, Inc., Crosier Fathers of Onamia, and the Crosier Community of Phoenix, filed Chapter 11 protection on June 1, 2017 (Bankr. D. Minn. Lead Case No. 17-41681). The Debtors said they will be filing a joint plan of reorganization that would settle sexual abuse claims against their members. Judge Robert J Kressel is the case judge in Crosier Fathers' cases. Crosier Fathers tapped (i) Quarles & Brady LLP as general reorganization and restructuring counsel; (ii) Keegan, Linscott & Kenon, P.C. as accountant and financial consultant, (iii) Gaskins Bennett Birrell Schupp LLP as special insurance counsel; (iv) Larson King LLP as special litigation counsel; and (v) UpShot Services LLC d/b/a JND Corporate Restructuring, as noticing agent. More than a dozen U.S. catholic dioceses and religious orders have filed for bankruptcy in recent years in response to civil lawsuits filed against the dioceses on behalf of alleged victims of sexual abuse by priests. CSMC TRUST 2017-FHA1: Moody's Assigns (P)B3 Rating to Cl. B-3 Notes ------------------------------------------------------------------- Moody's Investors Service has assigned provisional ratings to four classes of notes issued by CSMC 2017-FHA1 Trust. The notes are backed by seasoned performing and re-performing fully-amortizing, residential mortgage loans insured by Federal Housing Administration (the "FHA") of the United States Department of Housing and Urban Development ("HUD). This transaction represents the first transaction in 2017 from the CSMC shelf. The collateral pool is comprised of 672 first lien, fixed rate and adjustable rate mortgage loans, with a weighted average updated FICO score of 614 and a weighted average (WA) current Loan-To-Value Ratio (LTV) of 94.2%. Approximately 82.4% of the loans in the collateral pool were previously modified and 50.9% of the borrowers have been current on their payments for the past 24 months. The complete rating actions are: Issuer: CSMC 2017-FHA1 Trust Cl. A-1, Assigned (P)A1 (sf) Cl. B-1, Assigned (P)Baa2 (sf) Cl. B-2, Assigned (P)Ba3 (sf) Cl. B-3, Assigned (P)B3 (sf) RATINGS RATIONALE Summary Credit Analysis and Rating Rationale Moody's expected losses on CSMC 2017-FHA1's collateral pool average 4.0% in Moody's base case scenario. Moody's loss estimate takes into account the credit quality of the underlying mortgage loans, the value of the credit protection provided by the FHA insurance, a review of the due diligence reports, the servicer's capability and the representations and warranties (R&Ws) framework of the transaction. Given the collateral profile of the loans, Moody's estimated losses on the pool by applying Moody's assumptions on expected future delinquencies, default rates, loss severities and prepayments as observed on similar seasoned subprime and FHA collateral. Moody's projected future annual delinquencies for eight years by applying an initial annual default rate assumption adjusted for future years through delinquency burnout factors. The delinquency burnout factors reflect Moody's future expectations of the economy and the U.S. housing market. Moody's then calculated future delinquencies using default burnout and voluntary conditional prepayment rate (CPR) assumptions. Moody's aggregated the delinquencies and converted them to losses by applying pool specific lifetime default frequency and loss severity assumptions. Moody's estimated recoveries based on loan level analysis. In applying Moody's loss severity assumptions, Moody's accounted for the credit protection provided by FHA policy. The FHA insurance covers 100% of the principal amount of the loans and most of the lost interest and foreclosure expenses on defaulted loans. To calculate the severity on the pool, Moody's considered the loss severity where the FHA claim is paid in accordance with the program guidelines as well as an exception rate to the FHA coverage. The exception rate refers to the proportion of loans that experience losses in excess of this uncovered amount either because HUD rejects the claim or because the servicer passes through costs to the trust that they believe have reasonably incurred. The exception severity refers to the losses in excess of the uncovered amount, in the case of an exception. In Moody's severity analysis, Moody's took into consideration the third party due diligence results and the impact on the foreclosure timeline and/or exception severity. The methodologies used in these ratings were "Moody's Approach to Rating Securitisations Backed by Non-Performing and Re-Performing Loans" published in August 2016, "FHA-VA US RMBS Methodology" published in November 2013, and "US RMBS Surveillance Methodology" published in January 2017. Collateral Description CSMC 2017-FHA1's collateral pool is comprised of 672 first lien, fixed rate and adjustable rate mortgage loans, with a WA updated FICO score of 614 and a current WA LTV of 94.2%. Approximately 33% of the loans have LTV ratio higher than 100%. 82.4% of the loans in the collateral pool were previously modified, with weighted average modification age of 43 months. Approximately 52.8% of the loans have been current for at least the past 24 months. 98% of the pool are owner occupied and approximately 5.6% are manufactured housing loans. The loans underlying this transaction exhibit collateral characteristics similar to that of seasoned subprime mortgage loans. Transaction Structure CSMC 2017-FHA1 has a sequential priority of payments structure, in which a given class of notes can only receive principal payments when all the classes of notes above have been paid off. Similarly, losses will be applied in the reverse sequential order of priority. The Class A1 notes carry a fixed-rate coupon subject to a cap by the collateral's Net WAC Rate. The Class B1, B2, B3 and B4 are variable rate notes where the coupon is equal to the Net WAC Rate. There are no performance triggers in this transaction that alter the cashflow waterfall. The monthly excess cash flow in this transaction, will first be used to replenish the R&W breach reserve account, then to pay the principal balance of the notes sequentially, allowing for a faster pay down of the notes. As of closing, the excess spread in the transaction is approximately 50 bps. Moody's coded CSMC 2017-FHA1's cashflow waterfall using SFW®, a cashflow tool developed by Moody's Analytics. To assess the final rating on the notes, Moody's ran 96 different loss and prepayment scenarios. The scenarios encompass six loss levels, four loss timing curves, and four prepayment curves. The structure allows for timely payment of interest and ultimate payment of principal with respect to the notes by the legal final maturity. Servicer Quality Servicing is a critical component of credit analysis for FHA securitizations as non-compliance with FHA stated procedures may lead to reduction in the claim payment amount, rescission or denial of claims by FHA, and consequently losses to the securitization. Select Portfolio Servicing, Inc (SPS) will be the servicer for this transaction. SPS currently services a FHA portfolio of 1,923 loans, majority of which are non-performing loans. The company has a long history of servicing FHA loans since 1992. Based on Moody's servicer review, SPS has adequate controls and policies and procedures in place to ensure compliance with FHA guidelines. The servicer is audited by HUD and had no material finding during its last review. Representations & Warranties Moody's consider CSMC 2017-FHA1's representations and warranties (R&Ws) framework to be weak for the following reasons: (1) the Representation Provider's obligations are in effect for only twelve payment dates (through June 2018), (2) the quality and scope of the R&Ws are weak, (3) the reserve account that covers R&W breaches after June 2018 is small relative to the aggregate size of the collateral pool, and (4) there is no prescribed process for the breach review. The R&W provider is DLJ Mortgage Capital, Inc. (DLJ or the "Sponsor"). The entity is affiliated with Credit Suisse AG (Senior Unsecured A1, Stable Outlook). Through June 2018, DLJ will be responsible to remedy breaches of R&W. On or after the June 2018 payment date, R&W breaches that do not get covered will be compensated from the Breach Reserve Account. At closing, the seller will fund the breach reserve account with $204,591. Thereafter, the paying agent will fund the reserve accounts from amounts otherwise distributable to Class X Notes each month up to target balances based on the outstanding principal balance of the Class A1, B1, B2 and B3 notes. Third Party Review The transaction benefits from independent third-party due diligence review that included 1) a review of compliance of all loans with federal, state, local laws and regulations, 2) a title/lien review on all of the mortgage loans to confirm the appropriate lien was recorded in the correct amount and lien position, 3) a tax review on all of the mortgage loans to review delinquent taxes, 4) a data integrity review of all the mortgage loans which includes a review of the most recent 24 months payment history. Moody's loss severity assumption on the pool reflects a negative adjustment for the findings from the TPR firms on exceptions that could delay or negatively impact the assignment of the mortgage loans to the FHA. Collateral Documents The initial custodial receipts from the two custodians Wells Fargo Bank, N.A. and Deutsche Bank National Trust Company indicated that a portion of the underlying loans have document exceptions. The majority of the exceptions relate to missing intervening assignments of mortgage and/or missing intervening endorsements of the note. Other exceptions include, among other things, lost note affidavits instead of original mortgage notes, copies of documents instead of originals, and missing title insurance policies. The absence of an intervening assignment of mortgage, original note or endorsement can delay or prevent the servicer from foreclosing on the property thus increasing loss severity. The Sponsor has agreed to actively resolve missing assignments during the first 12 months of the transaction. In addition, in June 2018, the R&W Sunset Date, the sponsor will purchase any mortgage loan, with exceptions related to missing intervening assignments of mortgage and endorsements identified by the custodians on an exception report to be delivered on June 15, 2018. To the extent an assignment of mortgage has been sent for recordation and has not been returned by that date, the sponsor will have three additional months to deliver such recorded assignment to the related Custodian. At the end of such three-months period, the Sponsor has agreed to repurchase the related mortgage loan for which the related custodian has not received such recorded assignment. Transaction parties Wells Fargo Bank NA and Deutsche Bank National Trust Company are the Custodians of the transaction. Citibank, N.A. will act as the paying agent, the note registrar and the indenture trustee. Wilmington Savings Fund Society, FSB, d/b/a Christiana Trust, will act as the owner trustee and will be authorized to take certain actions on behalf of the Issuer. Factors that would lead to an upgrade or downgrade of the ratings: Up Levels of credit protection that are higher than necessary to protect investors against current expectations of loss could drive the ratings up. Losses could decline from Moody's original expectations as a result of a lower number of obligor defaults or appreciation in the value of the mortgaged property securing an obligor's promise of payment. Transaction performance also depends greatly on the US macro economy and housing market. Other reasons for better-than-expected performance include changes to servicing practices that enhance collections or refinancing opportunities that result in prepayments. Down Levels of credit protection that are insufficient to protect investors against current expectations of loss could drive the ratings down. Losses could rise above Moody's original expectations as a result of a higher number of obligors defaulting or deterioration in the value of the mortgaged property securing an obligor's promise of payment. Transaction performance also depends greatly on the US macro economy and housing market. Other reasons for worse-than-expected performance include poor servicing, error on the part of transaction parties, inadequate transaction governance and fraud. DAILY HAVEN: Plan, Disclosures Hearing on July 20 ------------------------------------------------- Judge Wendy L. Hagenau of the U.S. Bankruptcy Court for the Northern District of Georgia will convene a hearing on July 20, 2017, at 1:30 p.m. for the final approval of the conditionally approved disclosure statement and confirmation of the amended plan filed by Daily Haven, Inc. June 30, 2017, is fixed as the last day for filing written acceptances or rejections of the Amended Plan. June 30, 2017, is fixed as the last day for filing and serving written objections to the conditionally approved Amended Disclosure Statement and confirmation of the Amended Plan. The Troubled Company Reporter previously reported that the Class 4 General Unsecured Claims of R. Strickland, Esq. -- totaling $1,900 -- is impaired by the Plan. Class 4 Creditors, comprised of General Unsecured Creditors unrelated in some manner to the Debtor will not be paid until a complete satisfaction of Class 2 and Class 3 Creditors. In such event, Class 4 Creditors will be paid in amounts determined by the Debtor in its reasonable business judgment and discretion. Currently, the Debtor's income is generated through the business operations of providing care for individuals daily at the day care. The Debtor's income will be necessary to fund the Plan in this case, as will a sale or refinance of the property. The Plan is expected to last for a period of three years of the Effective Date. The Disclosure Statement is available at: http://bankrupt.com/misc/ganb16-63419-67.pdf About Daily Haven Daily Haven, Inc., operates a Home Health Care and Day Center for individuals with special needs in the Conyers area. Daily Haven, Inc., filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 16-63419) on Aug. 1, 2016. The petition was signed by Suzann Maughon, owner and chief officer. The Debtor is represented by James B. Cronon, Esq., at the Law Office of James B. Cronon, LLC. The Debtor estimated assets and liabilities at $500,000 to $1 million at the time of the filing. The Office of the U.S. Trustee disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Daily Haven, Inc. DALLAS COUNTY SCHOOLS: Moody's Lowers GOLT Debt Rating to B3 ------------------------------------------------------------ Moody's Investors Service has downgraded to B3 from Ba3 the rating on Dallas County Schools, TX's General Obligation Limited Tax (GOLT) debt. In addition, Moody's has downgraded to Ca from Caa1 the rating on the district's Amended and Restated Promissory Notes. The district has $130.7 million of outstanding debt, including $44.8 million of rated GOLT bonds and $3.2 million of rated promissory notes. The outlook remains negative. The downgrade to B3 reflects the district's severely deteriorated liquidity, inability to restructure its outstanding debt and expected default on June 1, 2017. The B3 rating also reflects the additional operating challenges facing the district from the passage of legislation that allows for the dissolution of the district by September 1, 2018, including a significantly limited ability to issue cash flow notes before the legislation's effective date (September 1, 2017). The B3 rating on the GOLT debt is at the same level as the general obligation unlimited tax (GOULT) implied rating and reflects the district's ample taxing margin under the 0.1 mill property tax rate, which provides 1.9 times coverage of maximum annual debt service (MADS) on existing GOLT debt, as well as the limited ability to raise the property tax rate and the lack of a full faith and credit pledge. The downgrade to Ca on the promissory notes reflects the increasing likelihood of default and limited noteholder recovery on the notes after passage of legislation allowing for dissolution of the district. The rating also incorporates the nonessential enterprises funds' severely limited liquidity, substantially increased leverage and history of extreme revenue underperformance and budget shortfalls. Rating Outlook The negative outlook reflects Moody's expectations of sustained and ongoing financial stress given the lack of liquidity to meet payment obligations and uncertainty as to how the district will achieve sufficient operating liquidity in the near term. Factors that Could Lead to an Upgrade Stabilization of the district's financial position Significantly improved liquidity profile Factors that Could Lead to a Downgrade Failure to pay commitments on time and in full Prospect of debt restructuring that would impose loss on bondholders Inability to materially improve the district's liquidity profile Legal Security The GOLT bonds are secured by and payable from the proceeds of an annual ad valorem tax that is limited to $0.10 per $1,000 of assessed value and levied on all taxable property within the county for maintenance and operations purposes. The promissory notes are payable from the gross revenues of the districts enterprise funds and all other legally available revenues, which excludes property tax, state aid, and federal aid. Use of Proceeds. Not applicable. Obligor Profile Dallas County Schools is a county-unit school district that is coterminous with Dallas County. It does not have any student enrollment or direct instructional operations, but provides various support services to independent school districts located within and outside of the county. Methodology The principal methodology used in rating the general obligation debt was US Local Government General Obligation Debt published in December 2016. The principal methodology used in rating the promissory notes was Lease, Appropriation, Moral Obligation and Comparable Debt of US State and Local Governments published in July 2016. DAWSON COUNTY HOSPITAL: S&P Lowers Ratings on GO Debt to 'CCC' -------------------------------------------------------------- S&P Global Ratings lowered its long-term and underlying ratings on Dawson County Hospital District (Dawson), Texas' general obligation (GO) debt outstanding to 'CCC' from 'BBB'. The outlook is negative. According to S&P's taxed-secured hospital debt criteria, a "credit cliff" is created when an assessment of the hospital's credit quality moves to 'b+' or lower. At that point, GO hospital debt that had been rated investment-grade immediately moves to the rating that reflects the hospital's credit quality, which in this case is 'CCC'. "The speculative-grade rating reflects the district's significant and sustained financial challenges characterized by extremely light liquidity, which has deteriorated swiftly over the past two years," said S&P Global Ratings credit analyst Patrick Zagar. As of March 2017, the district had just nine unrestricted days' cash on hand based on unaudited financial statements. Moreover, the downgrade reflects five consecutive years of operating losses and missed budgets, with the last three years generating maximum annual debt service coverage well below 1x. S&P expects continued negative financial performance and below budget performance. S&P Global Ratings considers financial performance, or operating risk, to be an important credit factor in assessing the credit quality of a hospital district because the health care sector is inherently more vulnerable than traditional GO issuers to business risk and may experience more rapid swings in fiscal health than a comparable school district or municipal issuer. Operational risk is a credit concern to the extent that pledged revenues may be interrupted due to bankruptcy protection or by a diversion to operations. This includes GO bonds with an unlimited ad valorem tax pledge approved by voters to pay debt service. The negative outlook reflects S&P's opinion that the district's available liquidity provides little to no cushion for unforeseen operational challenges that may occur, potentially creating an inability to adequately fund operations and possibly debt service. Moreover, S&P believes the district's weak economic activity and demographics, limited revenue base, and material reliance on supplemental funding--such as 1115 waiver funds--make the hospital more vulnerable to reimbursement changes, whether as part of overall health care reform, or certain state or federal legislative actions. S&P will lower the rating further if it believes continued balance sheet weakening or operating losses heighten the district's default or bankruptcy risk. The use of debt or lines of credit to fund operations would also be viewed negatively. Given the district's light liquidity, S&P do not anticipate raising the rating in the one-year outlook horizon. S&P may, however, revise the outlook to stable if Dawson can narrow its operating losses such that unrestricted reserves materially grow. A higher rating is possible in the longer term if the district is able to generate a sustainable financial performance, while beginning to return the balance sheet to historical levels. S&P would also, at a minimum, expect stability within the district's enterprise profile, namely the county's economic fundamentals and the hospital's medical staff. DYNEGY INC: Egan-Jones Raises Sr. Unsecured Ratings to B -------------------------------------------------------- Egan-Jones Ratings, on May 19, 2017, upgraded the local currency and foreign currency senior unsecured ratings on debt issued by Dynegy Inc to B from B-. Headquartered in Houston, Texas, Dynegy Inc. provides wholesale power, capacity, and ancillary services to a broad range of customers (utilities, cooperatives, municipalities and other energy operations) in 13 states, in the Midwest, the Northeast, and on the West Coast. EDIFICE GROUP: Seeks Interim Approval to Use Cash Collateral ------------------------------------------------------------ Edifice Group, Inc., seeks interim authorization from the U.S. Bankruptcy Court for the Northern District of Georgia for the use of cash collateral in which Fifth Third Bank, Padco Financial Services, and Monroe Capital Management Advisors, successor to Channel Partners Capital, have an interest. The Debtor intends to use cash collateral in the ordinary course of its business for payment of operational expenses and administrative expenses in accordance with the Budget, through the date the Court holds a hearing on final approval of the Debtor's use of cash collateral. The Budget for June 2017 reflects total expected expenses of approximately $106,085. The Debtor contends that if it cannot continue to use cash collateral during the interim period, it will likely be forced to cease operations and convert its case to Chapter 7. This cessation would irreparably damage the value of Debtor's business and estate. The Debtor is indebted to Fifth Third in the approximate amount of $96,359. Fifth Third asserts a security interest and lien on substantially all assets of Debtor to secure its debt, including receivables, the proceeds of which constitute cash collateral. The Debtor is also indebted to Padco Financial in the approximate amount of $47,207. Padco Financial asserts a purchase money security interest in software and intellectual property purchased by Debtor and financed by Padco Financial, the proceeds of which constitute cash collateral. In addition, the Debtor is indebted to Monroe Capital in the approximate amount of $6,089. Monroe Capital asserts a security interest and lien on substantially all assets of Debtor to secure its debt, including receivables, the proceeds of which constitute cash collateral. To provide Fifth Third, Padco Financial, and Monroe Capital adequate protection in connection with the use of cash collateral during the Interim Period, the Debtor agrees, subject to approval of the Court, to grant Fifth Third, Padco Financial, and Monroe Capital, a lien pursuant on and in all of the Debtor's property to the same extent and priority and of the same kind and nature as such creditors had in and to the collateral and cash collateral as of the Petition Date. A full-text copy of the Debtor's Motion, dated May 30, 2017, is available at https://is.gd/myQj83 Edifice Group, Inc., is represented by: G. Frank Nason, IV, Esq. LAMBERTH, CIFELLI, ELLIS & NASON, P.A. 1117 Perimeter Center West, Suite W212 Atlanta, Georgia 30338 Telephone: (404) 262-7373 Facsimile: (404) 262-9911 About Edifice Group Edifice Group, Inc. was formed in 2005 with a focus on digital direct marketing. The Debtor's clients include Fortune 500 and 1000 companies in banking, financial services, healthcare, retail, utilities and real estate. Edifice Group is composed of two main branches, Databilities and Edifice Automotive. In building its enterprise email delivery platform and database, the Debtor has become a Microsoft partner and an Acxiom strategic partner. Edifice Group filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 17-59367), on May 30, 2017. The Debtor is represented by G. Frank Nason, IV, Esq. at Lamberth, Cifelli, Ellis & Nason, P.A. No creditors' committee has been appointed in this case. In addition, no trustee or examiner has been appointed. EM LODGINGS: Needs More Time to Close Marriott Deal, File Plan -------------------------------------------------------------- EM Lodgings L.L.C., dba Fairfield Inn & Suites East Peoria, requests the U.S. Bankruptcy Court for the Central District of Illinois to extend the Chapter 11 plan exclusivity periods to file, and gain acceptance of, a Chapter 11 plan by 60 days. Without the requested extension, the Debtor would have until June 6, 2017 to file a Chapter 11 plan and until August 5 to gain acceptance of such plan. The Debtor has its sole source of revenue from the operation of a hotel located at 200 Eastlight Court, East Peoria, Illinois. Integral to the Debtor's operations and potential reorganization is its franchise relationship with Marriott International Inc., under which it has been in default on the date of its bankruptcy filing. The Debtor submits that the negotiations with Marriott, and an analysis of its post-petition cashflow to determine feasibility of any assumption, have taken longer than anticipated. Although the Debtor and Marriott have reached an agreement in principle on repayment terms in order to assume the franchise, however, Marriott has not yet provided its draft agreement (which it is requiring) for the repayment and other information necessary for the Debtor to either assume the franchise agreement by motion or in a Chapter 11 plan. Since the Exclusivity Periods are rapidly approaching, and the necessary documents from Marriott have not yet been received, the Debtor is now requesting an extension thereto. The Debtor suggests that a short extension of the Exclusivity Periods would not substantially prejudice any party in interest in the case because as shown in its monthly operating reports, the Debtor's cashflow is positive and it has good prospects for a successful reorganization that would benefit all claimholders. About EM Lodgings L.L.C. EM Lodgings L.L.C. dba Fairfield Inn & Suites East Peoria filed a Chapter 11 petition (Bankr. C.D. Ill., Case No. 17-80150), on February 6, 2017. The Petition was signed by Gary E. Matthews, manager. The case is assigned to Judge Thomas L. Perkins. The Debtor is represented by Sumner Bourne, Esq., at Rafool, Bourne & Shelby, P.C. At the time of filing, the Debtor had both assets and liabilities estimated at $1 million to $10 million each. The Office of the U.S. Trustee on March 7 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of EM Lodgings, LLC. ETERNAL ENTERPRISE: Proposes to Use $27,230 to Pay A.D. Property ---------------------------------------------------------------- Upon Hartford Holdings LLC's withdrawal of its Objection to Eternal Enterprise, Inc.'s Motion to Use Cash Collateral From Advance Insurance Proceeds to Pay A.D. Property Management for February and March in open Court on April 5, 2017, and upon the agreement of the Debtor, Hartford Holdings and the Office of the U.S. Trustee, a Proposed Order has been filed with the U.S. Bankruptcy Court for the District of Connecticut. The Debtor owns property located at 270 Laurel Street, Hartford Connecticut, and a fire occurred at the Premises, resulting in severe damage. The Debtor has an advance on insurance proceeds, which constitute the cash collateral of Hartford Holdings, LLC. Pursuant to the Proposed Order, the Debtor may use cash collateral of up to $27,230 to pay to A.D. Property Management the sums of (a) $13,178 for security services provided to the Premises for the time period commencing February 1, 2017 through and including February 28, 2017, and (b) $14,052 for security services provided to the Premises for the time period commencing March 1, 2017 through and including March 31, 2017. The Payment is to be made solely from the proceeds of the pending insurance claim with respect to the fire loss that occurred at the Premises, and strictly from such proceeds as are designated as "LABOR ONLY – Security" in the report of Young & Associates dated March 2, 2017 and April 2, 2017. The Payment is only to be made at such time as good funds are available in the special Insurance Proceeds Account that has previously been established by order of the Court, which Account is subject to specific requirements for disbursement, including the joint approval by both the Debtor and Hartford Holdings after prior order of the Court. The Payment is authorized upon the specific representations made by the Debtor that payment of and for security services at the Premises does not in any way diminish or reduce the insurance coverage or proceeds available for the actual restoration of the fire damaged Premises. The payment authorization is limited only to the February and March 2017 time period. Any further or future request for payment for security services at the Premises will be subject to separate requests for payment upon motion to the Court and notice to all appropriate parties. A full-text copy of the Proposed Order, dated May 30, 2017, is available at https://is.gd/Xl5ozc 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. EXCO RESOURCES: Stockholders Elect Seven Directors -------------------------------------------------- EXCO Resources, Inc., held its 2017 annual meeting of stockholders on May 31, 2017, at which the stockholders: (1) elected B. James Ford, Anthony R. Horton, Randall E. King, Samuel A. Mitchell, Robert L. Stillwell, Stephen J. Toy and C. John Wilder as directors each for a one-year term; (2) approved, pursuant to Section 312.03 of the New York Stock Exchange Listed Company Manual, the issuance of the Company's common stock for interest due under the Company's senior secured 1.5 lien notes and its senior secured 1.75 lien term loans and upon the exercise of outstanding warrants to purchase common stock; (3) approved an amendment to the Company's certificate of formation to effect a reverse stock split at a ratio of between 1-for-10 and 1-for-20; (4) approved, on an advisory basisn, the compensation of the Company's executive officers; (5) recommended that future advisory votes on executive compensation be conducted every year; (6) ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm; and (7) approved any adjournments of the Annual Meeting, if necessary or appropriate, to permit the solicitation of additional proxies if there are not sufficient votes at the time of the Annual Meeting to adopt proposal 2 or 3. About EXCO EXCO Resources, Inc. -- http://www.excoresources.com/-- is an oil and natural gas exploration, exploitation, acquisition, development and production company headquartered in Dallas, Texas with principal operations in Texas, Louisiana and Appalachia. Exco Resources reported a net loss of $225.3 million on $271 million of total revenues for the year ended Dec. 31, 2016, compared to a net loss of $1.19 billion on $355.70 million of total revenues for the year ended Dec. 31, 2015. As of Dec. 31, 2016, Exco Resources had $661.41 million in total assets, $1.53 billion in total liabilities and a total shareholders' deficit of $871.90 million. KPMG LLP, in Dallas, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that probable failure to comply with a financial covenant in its credit facility as well as significant liquidity needs, raise substantial doubt about the Company's ability to continue as a going concern. * * * In December 2016, Moody's Investors Service downgraded EXCO Resources' corporate family rating to 'Ca' from 'Caa2'. "EXCO's downgrade reflects its eroded liquidity position which is insufficient to fully fund development expenditures at the level required to stem ongoing production declines," commented Andrew Brooks, Moody's vice president. "Absent an injection of additional liquidity, the source of which is not readily identifiable, EXCO could face going concern risk as it confronts an unsustainable capital structure." In March 2017, S&P Global Ratings raised its corporate credit rating on EXCO Resources to 'CCC-' from 'SD' (selective default). The rating outlook is negative. EXCO RESOURCES: Will Effect 1-for-15 Reverse Stock Split -------------------------------------------------------- EXCO Resources, Inc., announced that its Board of Directors has approved a 1-for-15 reverse share split of its common stock. The Company's shareholders granted authority to the Board to effect the reverse share split at the Company's 2017 Annual Meeting of Shareholders on May 31, 2017. The reverse share split is expected to become effective after the market closes on June 12, 2017. The Company's common stock will continue to trade on the NYSE under the symbol "XCO" and is expected to begin trading on a post-split basis when the market opens on June 13, 2017. The shareholder and Board approval of the reverse share split and the shareholder approval to issue additional shares of the Company's common stock allow the Company, subject to certain limitations, to pay interest in common shares on both its senior secured 1.5 lien notes and its senior secured 1.75 lien term loans. Harold L. Hickey, EXCO's chief executive officer and president, commented, "We believe the successful completion of the reverse share split and the passage of the charter amendment allowing use of shares to pay interest provide a number of immediate benefits. We will be able to comply with NYSE listing standards and significantly reduce our cash interest payments. This will allow us to create value for our shareholders by investing our cash in the business as opposed to making interest payments." Once the reverse share split is effected, every 15 shares of EXCO's issued and outstanding common stock (and such shares held in treasury) will be converted into one share of common stock. The reverse share split and related charter amendment will disproportionately reduce the number of the Company's authorized common shares from 780 million to 260 million. No fractional shares will be issued for the reverse share split. Instead, the Company will round fractional shares upwards to the next whole share. The new CUSIP number for the Company's common stock post-reverse share split is 269279 501. Continental Stock Transfer & Trust Company, LLC, the Company's transfer agent, will act as the exchange agent for the reverse share split. Shareholders with certificated shares will receive a letter of transmittal from Continental Stock with instructions on how to surrender certificates representing pre-split shares. Shareholders should not send in their pre-split certificates until they receive a letter of transmittal from Continental Stock. Shareholders with book-entry shares or who hold their shares through a bank, broker or other nominee will not need to take any action. Please contact Continental Stock for further information at (212) 509-4000. Additional information about the reverse share split, the related charter amendment, and the issuance of common shares by the Company can be found in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 24, 2017. About EXCO EXCO Resources, Inc. -- http://www.excoresources.com/-- is an oil and natural gas exploration, exploitation, acquisition, development and production company headquartered in Dallas, Texas with principal operations in Texas, Louisiana and Appalachia. Exco Resources reported a net loss of $225.3 million on $271 million of total revenues for the year ended Dec. 31, 2016, compared to a net loss of $1.19 billion on $355.70 million of total revenues for the year ended Dec. 31, 2015. As of Dec. 31, 2016, Exco Resources had $661.41 million in total assets, $1.53 billion in total liabilities and a total shareholders' deficit of $871.90 million. KPMG LLP, in Dallas, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that probable failure to comply with a financial covenant in its credit facility as well as significant liquidity needs, raise substantial doubt about the Company's ability to continue as a going concern. * * * In December 2016 Moody's Investors Service downgraded EXCO Resources' corporate family rating to 'Ca' from 'Caa2'. "EXCO's downgrade reflects its eroded liquidity position which is insufficient to fully fund development expenditures at the level required to stem ongoing production declines," commented Andrew Brooks, Moody's vice president. "Absent an injection of additional liquidity, the source of which is not readily identifiable, EXCO could face going concern risk as it confronts an unsustainable capital structure." In March 2017, S&P Global Ratings raised its corporate credit rating on EXCO Resources to 'CCC-' from 'SD' (selective default). The rating outlook is negative. FIDELITY & GUARANTY: Fitch Keeps 'BB' IDR on Rating Watch Evolving ------------------------------------------------------------------ Fitch Ratings has maintained the ratings of Fidelity & Guaranty Life and subsidiaries (collectively referred to as F&G Life) on Rating Watch Evolving. The affected ratings include the 'BBB' (Good) Insurer Financial Strength (IFS) ratings for the life insurance subsidiaries, Fidelity & Guaranty Life Insurance Co. and Fidelity & Guaranty Life Insurance Co. of New York, the 'BB' Long-Term Issuer Default Rating (IDR) assigned to Fidelity & Guaranty Life Holdings, Inc., and the 'BB-' senior unsecured note rating. KEY RATING DRIVERS The rating action follows the announcement that F&G Life has agreed to be acquired by a consortium made up of CF Corporation, a special purpose acquisition company, funds affiliated with Blackstone, & Fidelity National Financial in an all-cash transaction valued at approximately $1.83 billion. The transaction is expected to close in the fourth quarter of 2017 subject to shareholder and regulatory approvals and satisfaction of other customary closing conditions. The Rating Watch Evolving status reflects the uncertain impact of the proposed change in ownership on F&G Life's ratings. Fitch's review will focus on the impact of the change in ownership on F&G Life's financial and operating strategies, and overall credit profile. Resolution of the Rating Watch status will be dependent on completion of the deal, though the direction of the Rating Watch could change in advance of the close based on Fitch's ongoing review of the transaction. F&G Life's current Insurer Financial Strength (IFS) ratings largely reflect the company's standalone credit profile at 'BBB' as a subsidiary of HRG Group Inc., while the IDR and senior unsecured note ratings of FGLH reflect the non-standard (i.e. wider) notching from the IFS rating as a result of the rating and financial profile of its highly leveraged parent, HRG Group Inc. (HRG; 'B' IDR). Fitch's ratings for F&G Life continue to reflect the company's relatively narrow product focus and liability profile, strong balance sheet profile, and improved operating performance. The ratings also consider the competitive and regulatory challenges tied to the company's strategic focus selling fixed indexed annuities (FIAs) through independent marketing organizations (IMOs), and macroeconomic challenges associated with low interest rates. F&G Life's recent financial performance and balance sheet fundamentals remain in line with rating expectations. RATING SENSITIVITIES F&G Life's ratings could be downgraded if the transaction is completed as planned and Fitch believes the proposed transaction negatively impacts F&G Life's credit profile. Conversely, F&G Life's ratings could be upgraded if the transaction is completed as planned and Fitch believes the proposed transaction positively impacts F&G Life's credit profile. Fitch maintains the following ratings on Rating Watch Evolving: Fidelity & Guaranty Life Insurance Co. Fidelity & Guaranty Life Insurance Co. of New York -- IFS rating 'BBB'. Fidelity & Guaranty Life Holdings, Inc. -- Long-term IDR 'BB'; -- Senior unsecured note due April 2021 'BB-'. GENERAL WIRELESS: U.S. Trustee Adds Cheng Pu to Creditors' Panel ---------------------------------------------------------------- Andrew R. Vara, Acting U.S. Trustee for Region 3, on June 1 added Cheng Pu Electronics, Ltd., to the official committee of unsecured creditors in the Chapter 11 cases of General Wireless Operations Inc. and its affiliates. As reported by the Troubled Company Reporter on March 21, 2017, the Trustee on March 17 appointed seven creditors to serve on the Committee. The committee members now include: (1) Spectrum Brands, Inc. Attn: Don Osborne 3001 Deming Way Middleton, WI 53562 Tel: (608) 275-4626 (2) Brightstar US, Inc. Attn: Rehan S. Haque, Esq. 850 Technology Way Libertyville, IL 60048 Tel: (847) 573-2699 (3) ION America, LLC Attn: Chris Oatway 513 South Lenola Road No. 208 Moorestown, NJ 08057 Tel: (856) 439-6473 (4) Weide Electronics Co., LTD. Attn: Wei Wan Min c/o Brian Mittledorf 14226 Ventura Boulevard Sherman Oaks, CA 91423 Tel: (818) 990-4800 (5) Ideavillage Products Corp. Attn: David M. Epstein 155 Route 46 West, 4th Floor Wayne, NJ 07470 Tel: (973) 826-8418 (6) Protop International, Inc. 10F-8, No. 237, Sec. 1, Datong Road Xizhi District, New Taipei City 22161 Tel: +886-2-2647-192 (7) Brixmor Property Group, Inc. 450 Lexington Avenue, 13th Floor New York, NY 10017-3904 Tel: (212) 869-3000 (8) Cheng Pu Electronics, Ltd. Attn: John Lee No. 1146, Sec. 4, An Ming Road Tainan, R.O.C. 709, Taiwan 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 General Wireless Operations Based in Fort Worth, Texas, General Wireless Operations Inc., doing business as RadioShack -- http://www.RadioShack.com/-- operates a chain of electronics stores. Its predecessor, RadioShack Corp., then with 4,000 locations, sought Chapter 11 protection (Bankr. D. Del. Case No. 15-10197) in February 2015 and announced plans to close underperforming stores. In March 2015, General Wireless, a Standard General affiliate, won court approval to purchase RadioShack Corp.'s assets, gaining ownership of around 1,700 RadioShack locations. Two years later, General Wireless commenced its own bankruptcy case, announcing plans to close 200 of 1,300 remaining stores. General Wireless Operations Inc., and its affiliates based in Fort Worth, Texas, filed a Chapter 11 petition (Bankr. D. Del. Lead Case No. 17-10506) on March 8, 2017. In its petition, General Wireless estimated $100 million to $500 million in both assets and liabilities. Bradford Tobin, SVP and general counsel, signed the petitions. The Debtors tapped Pepper Hamilton LLP as legal counsel; Loughlin Management Partners & Company, Inc., as financial advisor; and Prime Clerk, LLC, as claims and noticing agent. On March 17, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee selected Kelley Drye & Warren LLP as its lead counsel; Klehr Harrison Harvey Branzburg LLP as local counsel; and Berkeley Research Group LLC as financial advisor. GEORGINA LLC: Disclosures OK'd; Plan Hearing on July 28 ------------------------------------------------------- The Hon. Martin R. Barash of the U.S. Bankruptcy Court for the Central District of California has approved Georgina, LLC's disclosure statement dated April 4, 2017, describing the Debtor's amended Chapter 11 plan. A hearing to consider the confirmation of the Plan is scheduled for July 28, 2017, at 10:00 a.m. Should the July 28, 2017 hearing to consider confirmation of the Plan not take place for any reason, July 31, 2017, is scheduled as a holding date for the hearing to consider confirmation of the Plan. Continued Chapter 11 Status Conference and the Pretrial Conference regarding the plan confirmation will be held on June 27, 2017, at 2:30 p.m. About Georgina LLC Georgina, LLC, based in Tarzana, CA 91356, based in Tarzana, CA, 91356, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 16-10140) on Jan. 18, 2016. The Hon. Martin R. Barash presided over the case. Raymond H Aver, Esq., at Law Offices of Raymond H. Aver PC served as bankruptcy counsel. In its petition, the Debtor estimated $2 million in assets and $908,697 in liabilities. The petition was signed by Ben Sayani, manager. The Debtor listed Imad Aboujawdah Civic Design and Drafting, Inc., as its largest unsecured creditor holding a claim of $25,600. GFC PROPERTIES: Valley National Opposes Cash Collateral Use ----------------------------------------------------------- Valley National Bank, a national banking association, filed with the U.S. Bankruptcy Court for the Southern District of Florida an emergency motion to prohibit GFC Properties, Inc.'s unauthorized use of cash collateral. Valley National Bank, as successor by merger to 1st United Bank, as successor in interest to The Bank of Miami, N.A., f/k/a The International Bank of Miami, N.A., by asset acquisition from the Federal Deposit Insurance Corporation as Receiver for The Bank of Miami, N.A. f/k/a The International Bank of Miami, N.A., also requests that the Court to require the Debtor to provide with an accounting of (i) all of the cash collateral the Debtor has used to date and, (ii) all of the cash in the Debtor's possession, custody or control at the time of the Petition Date, and at present. The sole nature of Debtor's business is simply to rent out its 26 unit apartment building located 111 NW 152nd Street, Miami, FL 33169. The Debtor conducts no other business. Accordingly, the Debtor's sole source of revenue is the rents being collected from its tenants at the Property. To fund the Debtor's purchase of the Property, The International Bank of Miami, N.A. loaned the Debtor the sum of $1,300,000, which is secured by a Mortgage that fully encumbers (a) the Property, (b) all existing and future rents, leases and profits from the Property, and (c) all of the Debtor’s tangible and intangible personal property. Subsequently, The International Bank of Miami, N.A., changed its name to The Bank of Miami, N.A. The Office of Comptroller of the Currency took possession of the business and property of The Bank of Miami, N.A., and appointed the FDIC as receiver, and the FDIC accepted the appointment. Thereafter, the FDIC as receiver for The Bank of Miami, N.A. transferred a large amount of the former The Bank of Miami, N.A.'s assets to 1st United Bank, including the loan at issue. 1st United Bank then merged into, and changed its name to, Valley National Bank. Currently, Valley National Bank owns, holds and is entitled to enforce the Loan Documents. Prior to the Petition Date, the Debtor was in default under the terms of the Loan Documents because of its failure to, inter alia, pay to pay the February 2017, March 2017, April 2017 and May 2017 monthly installment payments, as agreed. Notably, the Loan was scheduled to mature on July 1, 2017. Consequently, Valley National Bank commenced a foreclosure action against the Debtor, initiating Case No. 2017-010381 CA 01, in the Circuit Court of the 11th Judicial Circuit, in and for Miami-Dade County, Florida. As of May 1, 2017, the Debtor owes Valley National Bank no less than $1,085,386 in principal, plus interest, late charges and attorney's fees. Valley National Bank believes that the Debtor continues to operate the Property as a Chapter 11 debtor-in-possession, and has done so since the Petition Date. In doing so, however, the Debtor is operating in direct violation of the Bankruptcy Code, as neither Valley National Bank nor the Court has authorized the Debtor's use of cash collateral. Attorneys for Valley National Bank: Harris J. Koroglu, Esq. SHUTTS & BOWEN LLP 200 South Biscayne Blvd., Suite 4100 Miami, FL 33131 Phone: 305-358-6300 Facsimile: 305-347-7888 E-mail: hkoroglu@shutts.com About GFC Properties GFC Properties, Inc., owns a 26-unit apartment building located 111 NW 152nd Street, Miami, FL 33169. The sole nature of GFC's business is simply to rent out the apartments at the Property. GFC Properties filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 17-16585) on May 25, 2017. Ginette Claude, president, signed the petition. The Debtor is represented by Sheleen G. Khan, Esq., at the Law Office of Sheleen G. Khan P.A. At the time of filing, the Debtor estimated assets and liabilities to be less than $50,000. GILLESPIE OFFICE: Plan Solicitation Period Extended Until July 31 ----------------------------------------------------------------- Judge August B. Landis of the U.S. Bankruptcy Court for the District of Nevada extended the exclusivity period to solicit acceptances to Gillespie Office and Systems Furniture, Inc.'s plan of reorganization through July 31, 2017. The Troubled Company Reporter has previously reported that the Debtor requested for an additional extension of exclusivity through July 31, 2017, so that the confirmation hearing can be held during the exclusivity period, and in order for the Debtor to successfully continue with its Plan and Disclosure Statement as reviewed by the Court. The Debtor filed its Disclosure Statement on March 15, 2017, and during the hearing on the Disclosure Statement on May 3, the Court had verbally approved the Disclosure Statement and set a confirmation hearing on the Plan for July 10. About Gillespie Office and Systems Furniture Gillespie Office and Systems Furniture, Inc., does business as A&B Printing, located at 2908 South Highland Drive, Set. B, Las Vegas, Nevada. The Company has been providing printing and mailing services to customers in Las Vegas since 1979. Gillespie Office and Systems Furniture filed a Chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 16-11943) on April 11, 2016. The petition was signed by Kathleen L. Gillespie, president. The Debtor estimated assets and liabilities at $500,001 to $1 million at the time of the filing. Morris, Polich & Purdy serves as bankruptcy counsel to the Debtor in place of the law firm of Larson and Zirzow, effective as of June 17, 2016. Levy Law, LLC serves as special counsel while Holland & Hart serves as insurance defense litigation counsel to the Debtor. Serl, Keefer, Welter CPAs, LLP has been tapped as accountant. No request has been made for the appointment of a trustee or examiner, and no official committees have been appointed in this Chapter 11 Case. GUIDED SYSTEMS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Guided Systems Technologies, Inc. P.O. Box 1453 McDonough, GA 30253 Business Description: Guided Systems is a provider of engineering and construction services focused primarily on the application of its patented neural network adaptive control methods in the aerospace sector. Its technology is used to dramatically reduce the time and money required to complete guidance and control system design, development and validation, and also offers the potential to significantly increase a system's tolerance of faults or failures when redundant means for actuation are available. While applicable to manned flight systems, missiles, munitions and spacecraft, the technology is particularly well suited to the development programs typical of unmanned flight vehicles, and is especially effective in application to rotorcraft and other types of complex vertical take-off and landing vehicle designs. The technology also offers great benefits for control of flexible structures, including the flexible airframes that are characteristic of next generation High Altitude Long Endurance (HALE) aircraft designs. The Company is a small business Debtor as defined in 11 U.S.C. Section 101(51D). Website: http://guidedsys.com Chapter 11 Petition Date: June 2, 2017 Case No.: 17-59688 Court: United States Bankruptcy Court Northern District of Georgia (Atlanta) Debtor's Counsel: David A. Geiger, Esq. GEIGER LAW, LLC Suite 525 1275 Peachtree Street, NE Atlanta, GA 30309 Tel: 404-815-0040 Fax: 404-549-4312 E-mail: david@geigerlawllc.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Dr. J. Eric Corban, founder and CTO. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/ganb17-59688.pdf GULFMARK OFFSHORE: RBS Forbearance Extended Until June 16 --------------------------------------------------------- On May 19, 2017, GulfMark Americas, Inc. and GulfMark Management, Inc., each a subsidiary of GulfMark Offshore, Inc., entered into a forbearance agreement with The Royal Bank of Scotland plc, as agent for the lenders, relating to that certain Multicurrency Facility Agreement dated as of Sept. 26, 2014. Pursuant to the RBS Forbearance Agreement, the Agent agreed, among other things, to waive the defaults and events of default specified in the RBS Forbearance Agreement and to forbear from exercising any rights or remedies under the RBS Facility Agreement as a result of any such defaults and events of default specified in the RBS Forbearance Agreement until the earlier of May 31, 2017, and the occurrence of any of the early termination events specified in the RBS Forbearance Agreement. GulfMark Americas and GulfMark Management entered into an extension agreement with the Agent as of May 31, 2017, that extends the forbearance period until the earlier of June 16, 2017, and the occurrence of any of the specified early termination events. A copy of the RBS Extension Agreement is available for free at https://is.gd/Z77tNI 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. GulfMark Offshore, Inc. filed for bankruptcy protection (Bankr. D. Del., Case No. 17-11125) on May 17, 2017. Quintin V. Kneen, president and chief executive officer, signed the petition. As of March 31, 2017, the Debtor listed total assets of $1.07 billion and total debt of $737.1 million in total liabilities and $339.4 million in total stockholders' equity. Mark D. Collins, Esq., Zachary I. Shapiro, Esq., Brett M. Haywood, Esq. and Christopher M. De Lillo, Esq., of Richards, Layton & Finger, P.A., as well as Gary T. Holtzer, Esq., Ronit J. Berkovish, Esq., and Debora A. Hoehne, Esq., of Weil Gotshal & Manges LLP serve as counsel to the Debtor. The Debtor has also tapped Blank Rome LLP as corporate counsel; Alvarez & Marsal North America, LLC as financial advisor; Evercore Group L.L.C. as investment banker; Ernst & Young LLP as restructuring consultant; KPMG US LLP as auditor and tax consultant; and Prime Clerk LLC as claims and noticing agent. GYMBOREE CORP: Bank Debt Trades at 55% Off ------------------------------------------ Participations in a syndicated loan under Gymboree Corp is a borrower traded in the secondary market at 44.67 cents-on-the-dollar during the week ended Friday, May 19, 2017, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.25 percentage points from the previous week. Gymboree Corp pays 350 basis points above LIBOR to borrow under the $0.82 billion facility. The bank loan matures on Feb. 23, 2018 and carries Moody's Caa3 rating and Standard & Poor's CC 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 19. GYMBOREE CORP: Misses June 1 Interest Payment on Senior Notes ------------------------------------------------------------- The Gymboree Corporation has elected not to make the interest payment due on June 1, 2017, with respect to its outstanding 9.125% senior notes due in 2018. By not making the interest payment, the Company will enter into a 30-day grace period during which it retains the right to pay the interest due to the holders of the 2018 Notes and thereby remain in compliance with the indenture governing the 2018 Notes, as disclosed in a Form 8-K report filed with the Securities and Exchange Commission. As of Jan. 28, 2017, the Company had indebtedness totaling $1.043 billion in principal amounts outstanding, of which $871.9 million is due within 12 months from March 14, 2017: * Current liabilities: -- $54.0 million of borrowings from ABL line of credit facility, due in December 2017 -- $48.8 million of ABL Term loan, due in December 2017 -- $6.5 million of Term loan, due in March, June, September, and December 2017 * Long-term liabilities -- $762.6 million of Term loan, due in February 2018 -- $171.0 million of Senior Notes, due in December 2018 In fiscal 2010, the Company issued $400 million aggregate principal amount of 9.125% Senior Notes due in December 2018. Interest on the Notes is payable semi-annually. The Notes are unsecured senior obligations of The Gymboree Corporation. The Company's 100%-owned domestic subsidiaries have fully and unconditionally guaranteed the Company’s obligations under the Notes. Cash and cash equivalents and forecasted cash flows from operations are not sufficient to meet such obligations that will mature over the next 12 months from March 14, 2017, the company said in its Form 10-Q for the quarter ended Jan. 28, 2017. The Company also said in March it is in discussions with a number of lenders and bondholders to comprehensively restructure or refinance the outstanding obligations. While the Company has retained advisors to assist it with this process, no agreements with lenders and bondholders have been made and such discussions may not lead to a transaction. About The Gymboree Corporation San Francisco-based The Gymboree Corporation's specialty retail brands offer unique, high-quality products delivered with personalized customer service. As of Oct. 29, 2016, the Company operated a total of 1,300 retail stores: 591 Gymboree stores (541 in the United States, 49 in Canada and 1 in Puerto Rico), 174 Gymboree Outlet stores (173 in the United States and 1 in Puerto Rico), 150 Janie and Jack shops (149 in the United States and 1 in Puerto Rico), and 385 Crazy 8 stores in the United States. The Company also operates online stores at http://www.gymboree.com/, http://www.janieandjack.com/and http://www.crazy8.com/ On Nov. 23, 2010, Gymboree Corp completed a merger with Giraffe Acquisition Corporation in accordance with an Agreement and Plan of Merger with Giraffe Holding, Inc. ("Parent"), and Acquisition Sub, a wholly owned subsidiary of Parent, with the Merger funded through a combination of debt and equity financing. The Company is continuing as the surviving corporation and a 100%-owned indirect subsidiary of the Parent. Investment funds sponsored by Bain Capital Private Equity, LP (formerly Bain Capital Partners, LLC) indirectly owned a controlling interest in Parent. Gymboree Corp reported a net loss attributable to the Corporation of $10.17 million for the year ended Jan. 30, 2016, compared to a net loss attributable to the Corporation of $574.10 million for the year ended Jan. 31, 2015. As of Jan. 28, 2017, Gymboree had $755.5 million in total assets, $1.36 billion in total liabilities and a total deficit of $609.1 million. H-D ACQUISITION: E. Woodruff to Get Monthly Payments in Two Years ----------------------------------------------------------------- H-D Acquisition Corp., Inc., filed with the U.S. Bankruptcy Court for the Eastern District of Pennsylvania a second amended disclosure statement dated May 22, 2017, referring to the Debtor's plan of reorganization. The Debtor's Plan provided full payment to all administrative and priority claims during the term of the Plan. Secured Creditors will retain their respective liens on the Debtor's property and be paid in full with continued interest over the two-year life of the Plan. The Debtor has no General Unsecured creditors, and the Plan does not provide for any payment to General Unsecured Creditors. Starting on the Effective Date, the Class B Secured Claim of Emily Woodruff will be paid equal monthly payments of interest only over a period of two years from the Effective Date. The Secured Claim of Emily Woodruff is a first mortgage lien in the principal amount of $34,897. The Debtor will continue to exist as the Reorganized Debtor after the Effective Date. On the Effective Date, all remaining assets of the Debtor will be transferred and vest in the Debtor. Ballots must be received by June 19, 2017. Objections to confirmation of the Plan must be filed by June 21, 2017. Hearing on confirmation of the Plan is on June 28, 2017. A copy of the Second Amended Disclosure Statement is available at: http://bankrupt.com/misc/paeb16-13648-78.pdf About H-D Acquisition H-D Acquisition Corp., Inc., owns a single asset at 2231-43 E. Ontario Street, Philadelphia, a 25,000 sq. ft. multi-tenant industrial building consisting of a mix of commercial space, warehouse/industrial space, and a parking lot. The Debtor has owned the premises since 1993. The Debtor is owned by its principal, Allen Woodruff. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. E.D. Pa. Case No. 16-13648) on May 21, 2016. Judge Ashely M. Chan presides over the case. The Debtor estimated assets of $500,000 to $1 million and estimated debts of $100 million to $500 million. Robert M. Kline, Esq., serves as the Debtor's counsel. HALKER CONSULTING: Case Summary & 15 Unsecured Creditors -------------------------------------------------------- Debtor: Halker Consulting LLC 7936 E. Arapahoe Ct., Suite 3100 Centennial, CO Case No.: 17-15141 Business Description: Halker Consulting is a nationwide provider of multi-disciplined engineering, design, project management, procurement and field services for oil & gas, and other energy industry sectors. The Company specializes in Oil and Gas surface facilities design and engineering to include; multi-well site design, central processing facilities, full field development and optimization, and federal, state, and local regulatory compliance. Halker was founded in 2006 by Matt Halker, P.E. and has experienced steady year-over- year growth and success. The Company is based in Centennial, Colorado with field operations in Midland, Texas, Greeley, Colorado, Durango, Colorado, and Dickinson, North Dakota. Web site: https://www.halker.com Chapter 11 Petition Date: June 1, 2017 Court: United States Bankruptcy Court District of Colorado (Denver) Judge: Hon. Michael E. Romero Debtor's Counsel: Adam L. Hirsch, Esq. KUTAK ROCK LLP 1801 California St., Ste. 3100 Denver, CO 80202 Tel: 303-297-2400 Fax: 303-297-7799 E-mail: adam.hirsch@kutakrock.com Total Assets: $1.55 million Total Liabilities: $3.63 million The petition was signed by Matthew Halker, manager. A copy of the Debtor's list of 15 unsecured creditors is available for free at http://bankrupt.com/misc/cob17-15141.pdf The petition is available for free at: http://bankrupt.com/misc/cob17-15141_petition.pdf HALKER CONSULTING: Seeks Cash Access Until Aug. 31 -------------------------------------------------- Halker Consulting LLC and Matthew Halker seek authorization from the U.S. Bankruptcy Court for the District of Colorado to use cash collateral in accordance with the Budgets for the period from the Petition Date until June 30, 2017, on an interim basis, and until Aug. 31, 2017, on a final basis. The Debtors have filed a proposed chapter 11 plan on the Petition Date. The Debtors' plan proposes to pay all creditors in full on account of their allowed claims primarily from Halker Consulting's continued operations and Mr. Halker's ability to continue his employment with Halker Consulting. Their ability to make these payments is dependent on Halker Consulting's ability to continue its operations uninterrupted in the ordinary course of business during the Chapter 11 cases. The Debtors intend to pursue prompt confirmation of their chapter 11 plan, and in order to continue to operate during these Chapter 11 Cases while they pursue confirmation of their plan, the Debtors must be able to use cash collateral in the ordinary course of business. Without the ability to use this cash collateral, the Debtors will be unable to operate, severely risking their reorganization goals, in addition to Halker Consulting's employees' livelihoods and its customer and vendor relationships. Debtor Halker Consulting has two secured lenders with interests in its and M. Halker's cash collateral: (a) Colorado Business Bank, which is owed the approximate amount of $1,345,836, plus fees and expenses, as of May 1, 2017. CoBiz Bank asserts a first-priority lien on and security interest in all of Halker Consulting assets. (b) Coulton Creek Capital, LLC, which is owed the approximate amount of $772,550, including fees and expenses, as of May 1, 2017. The Coulton Creek Loans are secured by, among other things: (1) second-priority liens on and security interests in substantially all of Halker Consulting's assets, Mr. Halker's equity in Halker Consulting, and his residence with Gretchen Halker, (2) a first-priority security interest in Mr. Halker's membership interests in the following entities: Halker Consulting, VIM Resources, LLC, Energy Inspection Service, LLC, and Thomas Oil and Gas, LLC, and (3) a first-priority security interest in substantially all of Mr. Halker's personal property. CoBiz Bank and Coulton Creek have agreed to allow the Debtors to use their cash Collateral on the terms and conditions set forth in the Agreed Cash Collateral Order. As adequate protection for the Debtors' use of CoBiz Bank's and Coulton Creek's Cash Collateral CoBiz Bank and Coulton Creek will be granted the following under the Agreed Cash Collateral Order: (a) The Debtors will pay CoBiz Bank the sum of $50,000 per month, beginning on June 5, 2017. (b) CoBiz Bank and Coulton Creek are each granted and provided with and will have a security interest in and lien upon all post-petition inventory, chattel paper, accounts and general intangibles and all proceeds thereof and all proceeds of the Pre-Petition Collateral with the same relative priority as they had to such Pre-Petition Collateral immediately prior to the Petition Date. (c) To the extent that there is a diminution in value in CoBiz Bank's and Coulton Creek's Pre-Petition Collateral after the Petition Date that is not offset by the value of the replacement lien in Adequate Protection Collateral: -- CoBiz Bank is granted a first-priority security interest in and lien upon all prepetition and post-petition assets of Halker Consulting; -- Coulton Creek is granted a second-priority (junior to CoBiz Bank) security interest in and lien upon all prepetition and postpetition assets of Halker Consulting; and -- Coulton Creek is granted a first-priority security interest in and lien upon all prepetition and post-petition assets of Mr. Halker. -- CoBiz Bank and Coulton Creek are each granted an allowed super-priority administrative claim which will have priority over any and all other indebtedness, liabilities and obligations of the Debtors, now in existence or hereafter incurred by the Debtors, and over all administrative expenses or priority claims of any kind. Such security interests and liens will be subject and subordinate to: (1) all statutory fees payable to the U.S. Trustee, (2) up to $25,000 for the allowed fees and costs of Court-approved counsel and advisors to the Debtors incurred during the Interim Budget Period, and (3) up to $5,000 for fees, costs and expenses of any chapter 11 or chapter 7 trustee. A full-text copy of the Debtor's Motion, dated June 1, 2017, is available at https://is.gd/qzHzuo Halker Consulting LLC is represented by: Adam L. Hirsch, Esq. Kutak Rock LLP 1801 California St., Suite 3000 Denver, CO 80202 Telephone: (303) 297-2400 Facsimile: (303) 292-7799 E-mail: adam.hirsch@kutakrock.com About Halker Consulting Halker Consulting is a nationwide provider of multi-disciplined engineering, design, project management, procurement, and field services for the oil and gas sector. Halker Consulting and Matthew Halker, its president and sole member, each commenced cases under chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 17-15141 and 17-15143, respectively) on June 1, 2017. The Debtors are represented by Adam L. Hirsch, Esq., at Kutak Rock LLP. No request has been made for the appointment of a trustee or examiner in either of the Chapter 11 cases. No creditors' committee has been formed in either of the Chapter 11 cases. HAWAIIAN AIRLINES: Fitch Revises Outlook to Pos & Affirms B+ IDR ---------------------------------------------------------------- Fitch Ratings has affirmed the ratings for Hawaiian Airlines, Inc. (HA), and its parent company Hawaiian Holdings, Inc. at 'B+'. The Rating Outlook has been revised to Positive from Stable. Fitch has also affirmed the ratings on certificates issued by Hawaiian Airlines Pass-Through Trust Series 2013-1. The revised Outlook is driven by HA's continued solid financial performance in the past year. HA produced healthy revenue and operating margin growth in 2016 while reducing on-balance sheet debt by over $200 million. As a result, total adjusted debt/EBITDAR sits at 2.6x as of March 31, 2017, down from the mid-5x range as recently as 2013. Fitch expects Hawaiian's credit metrics to deteriorate moderately in 2017 due to higher fuel and labor costs, but to remain at levels that could support an upgrade over the next year to 18 months. A ratings upgrade may be driven by Hawaiian's ability to maintain existing credit metrics while absorbing higher pilot wages or while operating through a more difficult economic environment, generating positive FCF through the upcoming period of elevated capital spending, or a combination thereof. Fitch's primary concerns revolve around upcoming cost pressures, particularly related to labor as the company works to absorb increased rates of pay for its pilots. FCF is also likely to be pressured by increasing capital expenditures. The ratings remain constrained by Hawaiian's geographic concentration, and its reliance on demand for travel to Hawaii from a relatively small number of markets. The company's small size compared to its much larger U.S. peers also remains a limiting factor. KEY RATING DRIVERS Strong Credit Metrics for the Rating: Hawaiian's credit metrics have improved significantly over the past three years, outpacing Fitch's expectations from prior reviews. Fitch's current forecast anticipates that key metrics will deteriorate moderately in 2017 and remain largely stable in the subsequent 1 to 2 years, but may remain supportive of an upgrade. Modestly weaker credit metrics are expected as Hawaiian pulls back on its efforts to repay debt and as operating margins come down from the high levels seen in 2015 and 2016. Free cash flow will also be much more limited over the intermediate term as the company starts to take delivery of its A321 NEOs and A330 NEOs over the next several years causing capex to rise sharply from the low levels experienced over the past two years. Fitch's base case anticipates adjusted debt/EBITDAR remaining in the high 2x to low 3x range through 2019 compared to 2.6x at the end of the first quarter of 2017. Hawaiian's leverage compares well to peers that are rated higher. For instance, Southwest, Delta, and Alaska have adjusted debt to EBITDAR metrics of 1.9x, 2.2x, and 2.2x respectively, and all are rated in the 'BBB' category. Fitch would expect Hawaiian to maintain stronger credit metrics in order to achieve comparable ratings to its peers due to the company's geographic concentration and relatively small size. Unit Revenue Performance Better than Peers: Hawaiian generated positive unit revenue growth in 2016 when most of the industry saw negative results. Hawaiian's performance was driven by its relatively low level of growth (compared to the high growth phase that it went through several years ago), maturing markets, moderate competitive capacity growth, and Hawaiian's unique geographic exposure. Fitch's forecast includes modest unit revenue gains in each of the agency's forecast years, supported by the strength of demand for Hawaiian vacations and by a generally improving unit revenue environment for the North American sector. Hawaiian saw RASM increase by 2% in 2016, compared to an average decline of roughly 2.9% for its peer group. The company is also anticipating another year of moderate competitive capacity growth from its important U.S. West Coast markets. This is in contrast to a material build-up of competitive capacity in 2014 and 2015 that put pressure on unit revenues for a period of time. Based on currently published schedules, HA expects the growth this year to be much more modest, creating an environment where unit revenues should continue to move higher. Near-term Cost Pressures: Hawaiian and its pilot union (ALPA) ratified a new five-year labor agreement in March of this year, which includes significant pay increases. ALPA states that the new contract will include immediate increases of between 20% and 45% depending on the pilot's tenure and the type of equipment that they operate. The previous contract had been amendable since September of 2015. Higher wages are the primary driver behind an increase non-fuel CASM, which Fitch estimates to be in the mid-to-high single digits for 2017. Jet fuel prices are also up from 2016, meaning that operating margins in 2017 and through the remainder of Fitch's forecast are meaningfully below levels generated in 2015 and 2016, though Fitch expects profitability to remain above levels generated prior to 2014. One positive factor regarding the new contract is that it removes some level of uncertainty, since the pilots are now locked in to a five-year deal. Hawaiian now has contracts with all of its unions that run through at least 2021 except for the flight attendants, whose contract became amendable in January of 2017. Fitch expects that any potential increase in flight attendant wages would have a less significant impact on HA's cost structure than the recent pilot deal. Increasing Inter-Island Competition: Although Fitch expects Hawaiian to maintain its dominant position in its inter-island markets, competition is increasing as Island Air, Hawaii's second largest commuter airline, is revamping its fleet. Island Air is in the process of retiring its fleet of five mid-90s era ATR 72 turboprops and replacing them with up to seven leased Bombardier Q-400s. The new planes will feature 78 seats, up from 64 on its existing ATRs. Island Air is also ramping up its frequencies, planning to fly as many as 476 daily one-way flights up from its current offering of 266. The new aircraft will also represent an improved product offering compared its aging ATRs, potentially making Island Air a more compelling option for travellers. Despite Island Air's planned growth, Hawaiian will remain the dominant player in the market for the foreseeable future. For comparison, Hawaiian operates a fleet of 20 717-200s (each with a total of 128 seats) and three ATR-42s in its inter-island fleet. Hawaiian also has the advantage of easily connecting passengers from its long-haul flights onto local connections. Nevertheless, the added competitive capacity is likely to put some pressure on inter-island yields over the near-to-intermediate term. Solid financial flexibility: Fitch considers Hawaiian's financial flexibility to be solid for the rating. As of March 31, 2017, the company had a cash balance of $467 million, $274 million in short-term investments and full availability under its $225 million revolver. Fitch considers the company's upcoming debt maturities to be manageable. Maturities total $30 million for the remainder of 2017 and $48 million in 2018. Fitch expects free cash flow to turn negative in 2017 after HA generated over $200 million in both 2016 and 2015. The positive FCF in 2016 was driven by minimal aircraft spending and lower fuel prices. However, capex will rise in 2017 to around $415 million from $185 million in 2016 due prepayments for aircraft and the delivery of three A321neos and one A330-200. HA is taking deliveries of more A321-neos in 2018 and 2019 and it will also receive its first A330neos in in 2019. As such, Fitch expects FCF to remain roughly neutral or slightly negative through the remainder of the forecast period. Although capex is expected to be higher over the next several years, expenditures will consist primarily of highly financeable aircraft, allowing HA some flexibility around how it chooses to fund its deliveries. LIQUIDITY Liquidity as of March 31, 2017 consisted of $467 million of unrestricted cash on hand, $273.7 million of short-term investments and full availability under Hawaiian's new $225 million revolver. The company amended and restated its revolver in December 2016, increasing the size to $225 compared to its previous $175 million RC. The maturity date was extended to December 2019. Total liquidity equated to roughly 38% of LTM revenue. Upcoming maturities total $30 million for the last three quarters of 2017 and $62 million in 2018. Fitch considers these maturities to be manageable given Hawaiian's current liquidity balance and expected cash flow generation. Maturities peak in 2019 at $87 million. In 2016, the company introduced a new cash and cash equivalents minimum target of $500 million. KEY ASSUMPTIONS Fitch's key assumptions within Fitch ratings case for the issuer include: -- Continued moderate expansion of tourism to the Hawaiian islands over the near term; -- Moderately increasing fuel prices through the forecast period (reaching ~$70/barrel in 2019); -- Capacity growth in the low-to-mid single digits through the next two years; -- Annual unit revenue gains in the low-single digits. EETC Ratings Senior EETC tranche ratings are primarily based on a top-down analysis of the level of overcollateralization featured in the transaction. The ratings also incorporate the structural benefits of section 1110 of the bankruptcy code, and the presence of an 18-month liquidity facility. Fitch's stress case utilizes a top-down approach assuming a rejection of the entire pool of aircraft in a severe global aviation downturn. The stress scenario incorporates a full draw on the liquidity facility, an assumed 5% repossession/ remarketing cost, and a 30% stress to the value of the aircraft collateral. The 30% value haircut corresponds to the low end of Fitch's 30% to 40% 'A' category stress level for Tier 2 aircraft. The collateral pool in this transaction consists of six 2013 and 2014 vintage A330-200s. Fitch views the A330-200 as a high quality Tier 2 aircraft. Values for the A330 family continue to experience some softness with the pending introduction of the A330 NEO and from the recent introduction of the A350. The A330-200 also suffers from competition with the 787, as the 787-8 and 787-9 bracket the A330-200 in terms of seating capacity, while the 787 is a more efficient aircraft. Nevertheless, the 2013-1 class A certificates continue to pass Fitch's 'A' category stress test. Subordinated tranche ratings are adjusted from Hawaiian's IDR based on three primary considerations: 1) affirmation factor, 2) presence of a liquidity facility, and 3) recovery prospects. Fitch considers the affirmation factor for this collateral pool to be moderate to high resulting in a +2 notch adjustment (maximum is 3). The B tranche also features an 18-month liquidity facility, providing a further +1 notch adjustment. No adjustment has been made for recovery, resulting in a rating of 'BB+'. RATING SENSITIVITIES Future actions that may individually or collectively cause Fitch to take a positive rating action include: -- Sustained adjusted debt/EBITDAR around or below 3.5x; -- Expectations for sustained positive FCF generation over the longer term; -- EBITDAR margins sustained at or above the 17% to 20% range. Although HA's credit metrics are currently in-line with those outlined above, future positive rating actions may be driven by expectations for metrics to be sustained amidst a more difficult operating environment (i.e. higher fuel prices or a notable drop in demand). Future actions that may individually or collectively cause Fitch to take a negative rating action include: -- Capacity additions into the Hawaiian market which cause sustained weakness in yields; -- Leverage rising and remaining at or above 5x; -- A notable drop in tourism to Hawaii caused by a natural disaster or economic downturn; -- EBITDAR margins falling and remaining below 15%. EETC Sensitivities A-tranche ratings are primarily driven by the underlying collateral. The ratings could be considered for a negative action if declines in base value for the A330-200 outpace Fitch's expectations. A positive rating action is not expected at this time. The subordinate tranche ratings are directly linked to Hawaiian's IDR. However, Fitch EETC criteria calls for some ratings compression as the corporate ratings rise. Therefore if HA were upgraded to 'BB-', the B-tranche may be affirmed at 'BB+'. If HA were to be downgraded to 'B', the B-tranche may be downgraded in tandem. FULL LIST OF RATING ACTIONS Fitch has affirmed the following: Hawaiian Holdings, Inc. -- Long-Term IDR at 'B+'. Hawaiian Airlines, Inc. -- Long-Term IDR at 'B+'. Hawaiian Airlines 2013-1 Pass-Through Trust -- Series 2013-1 class A certificates at 'A-'; -- Series 2013-1 class B certificates at 'BB+. The Rating Outlook has been revised to Positive. HELLBENDER BREWING: Has $200K Equity Infusion from Dr. Evans ------------------------------------------------------------ Hellbender Brewing Company LLC filed with the U.S. Bankruptcy Court for the District of Columbia a proposed disclosure statement for their amended chapter 11 plan of reorganization. The latest plan asserts that each holder of an Allowed Class 3 Claim will be paid as follows: (i) in Cash in an amount equal to such Allowed Class 3 Claim, on the later of the Effective Date or 30 days after any such claim becomes an Allowed Unsecured Claim, or (ii) upon such other less favorable terms as may be agreed to by the holder of such Allowed Unsecured Claim and the Reorganized Debtor. If and only if the Bankruptcy Court determines that the Debtor must pay interest to holders of Allowed Class 3 Claims for Class 3 to be unimpaired, each holder of an Allowed Class 3 Claim will also receive interest on the Allowed Class 3 Claim at the Legal Interest Rate for the period commencing on the Petition Date and ending on the Effective Date (or date of payment, if payment is made after the Effective Date). Class 3 is unimpaired by the Plan. The Plan will be funded by the Equity Infusion and Available Cash from the operations of the Debtor's business. This amended plan also states that the Debtor has received $200,000 of the Equity Infusion from Dr. Thomas Evans, one of the Equity Interest Holders. These funds have been deposited in the Debtor's DIP account. The Debtor has reserved $175,000 of these funds for the payment of Allowed Class 3 Claims, interest on the Allowed Class 3 Claims (if the Bankruptcy Court determines that interest must be paid on Allowed Class 3 Claims for such Claims to be deemed unimpaired), and other payment obligations under the Plan. These funds shall remain in the DIP account until the Effective Date and shall not be used for any other purpose. The Debtor anticipates that it will also receive contributions to fund the Equity Infusion in the amount of $50,000 from Nicholas McConnell prior to the Confirmation Hearing and $15,000 from Robert Voight prior to the Effective Date. The previous version of the plan stated that in the event that the Debtor is unable to secure the Equity Infusion on or before the Effective Date, the lender will have the right to pursue its rights and remedies under state law, and the Debtor will not seek to enforce the automatic stay, re-file for bankruptcy protection, or otherwise interfere with the Lender's pursuit of its rights and remedies under state law, except as permitted by state law. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/dcb16-00577-147.pdf About Hellbender Brewing Company Hellbender Brewing Company LLC is a Delaware limited liability company organized in 2012 for the purpose of constructing and operating a microbrewery to produce malt beverages for sale in the District of Columbia and neighboring areas within the Washington, D.C. metropolitan region. In 2014, with funding from shareholder capital contributions and an SBA-backed loan from EagleBank, the Debtor constructed a state-of-the-art microbrewery in a northeast D.C. warehouse. At the microbrewery, the Debtor both produces its hand-crafted beers and sells them in its tasting room to patrons of the microbrewery. In addition to the onsite sales, the Debtor's products are distributed to restaurants and bars in Montgomery County, Maryland and in Northern Virginia, both inside the Capital Beltway and in Loudoun and Fauquier Counties. Hellbender Brewing Company LLC filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code (Bankr. D.D.C. Case No. 16-00577) on Nov. 1, 2016. The petition was signed by Patrick Mullane, vice president. The Debtor tapped Lawrence Allen Katz, Esq., at Hirschler Fleischer as bankruptcy counsel and Davis Wright Tremaine LLP as special counsel. The case is assigned to Judge Martin S. Teel, Jr. The Debtor estimated assets and liabilities at $1 million to $10 million at the time of the filing. The Debtor tapped Davis Write Tremaine LLP as special counsel. HERTZ CORP: Moody's Rates $1-Bil. 2nd Lien Notes Due 2022 'B1' -------------------------------------------------------------- Moody's Investors Service assigned B1 rating to The Hertz Corporation's $1.0 billion of 2nd lien notes due 2022. Proceeds will be used to repay approximately $700 million of senior unsecured debt. The remaining $300 million of proceeds will be used to refinance other existing debt that could include additional unsecured obligations as well as 1st lien debt. Hertz's other ratings are affirmed: B2 Corporate Family Rating (CFR), Ba2 for 1st lien debt, B3 for senior unsecured debt, Caa1 for promissory notes, and SGL-3 Speculative Grade Liquidity rating. The outlook remains stable. RATING RATIONAL The turnaround plan being pursued by Hertz's recently installed senior management is sound, and it focuses on accelerating investment in the areas that need to be addressed in order to reestablish a more competitive operating structure. These areas include: managing its fleet purchases to avoid over-fleeting, refocusing on vehicle procurement and disposition strategies, and reinvesting in IT systems. Despite the merits of the turnaround plan, the initiative will be a multi-year undertaking and effective implementation could be challenging. Maintaining adequate liquidity is a critical factor supporting Hertz's stable rating outlook as it attempts to fund its turnaround plan. Moreover, Hertz's liquidity is highly seasonal, and the company generally approaches its borrowing peak at the beginning of each summer. At March 31, 2017 Hertz's liquidity position consisted of $939 million available (after letter-of-credit usage) under a $1.7 billion revolving credit facility, $785 million of unrestricted cash, and over $4 billion in multi-year ABS borrowing facilities. To access the revolver, Hertz's first-lien covenant requires the company to maintain a ratio of first-lien debt/EBITDA of no more than 3.25x for the first, second and third quarters of 2017; dropping to 3.0x for fourth quarter of 2017 and beyond, among other restrictions. At the end of the first quarter, 2017 Hertz calculated its covenant leverage at 2.4x with approximately $118 million of EBITDA headroom, which Moody's believes is sufficient to ensure access to the revolver through the year. The ratings could be upgraded once Hertz shows clear progress in implementing its turnaround plan, with the progress expected to be sustained. Metrics that could support a higher rating include: debt/EBITDA below 4.0x; a pre-tax margin approximating 7%; and EBITDA/interest above 6.0x. The ratings could be downgraded if the company's third quarter, 2017 GAAP corporate EBITDA is below $300 million, or if the company is expected to sustain: pre-tax earnings below breakeven; debt/EBITDA above 5.0x, or EBITDA/interest below 5.0x. The following rating actions were taken: Issuer: Hertz Corporation (The) -- Senior Secured Regular Bond/Debenture (Local Currency), Assigned B1 (LGD 3) Outlook Actions: Issuer: Hertz Corporation (The) -- Outlook, Remains Stable Issuer: Hertz Holdings Netherlands BV -- Outlook, Remains Stable Affirmations: Issuer: Hertz Corporation (The) -- Probability of Default Rating, Affirmed B2-PD -- Speculative Grade Liquidity Rating, Affirmed SGL-3 -- Corporate Family Rating, Affirmed B2 -- Senior Secured Bank Credit Facility, Affirmed Ba2 (LGD 1 from LGD 2) -- Senior Unsecured Regular Bond/Debenture, Affirmed B3 (LGD 5 from LGD 4) Issuer: Hertz Corporation (The) (Old) -- Senior Unsecured Regular Bond/Debenture, Affirmed Caa1 (LGD 6) Issuer: Hertz Holdings Netherlands BV -- Senior Unsecured Regular Bond/Debenture, Affirmed B3 (LGD 5 from LGD 4) The principal methodology used in this rating was Equipment and Transportation Rental Industry published in April 2017. HHGREGG INC: Committee Taps Bingham Greenebaum as Local Counsel --------------------------------------------------------------- The official committee of unsecured creditors appointed in Gregg Appliances Inc.'s Chapter 11 case received approval from the U.S. Bankruptcy Court for the Southern District of Indiana to employ Bingham Greenebaum Doll LLP. The firm will provide general legal services as local counsel, including in the areas of bankruptcy, corporate, real estate, finance, intellectual property, labor and employment, litigation and tax advice. The committee anticipates that the firm's professionals may attend to certain matters related to the Debtor's bankruptcy case independent of Cooley LLP, the lead counsel, which does not have an office in Indiana. The attorneys and paraprofessionals who will be primarily responsible for representing the committee will charge these hourly rates: John Ames Partner $570 Thomas Scherer Partner $490 Whitney Mosby Partner $355 James Irving Partner $340 April Wimberg Associate $250 Christopher Madden Associate $200 Susan Mays Paralegal $195 James Irving, Esq., a partner at Bingham, disclosed in a court filing that his firm does not represent any entity, which has an adverse interest that would prevent it from representing the committee. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Bingham disclosed that it has not agreed to any variations from, or alternatives to, its standard or customary billing arrangements. The firm also disclosed that it has not represented the committee in the 12 months prior to the Debtor's bankruptcy filing, and that it has already sent a specific budget for its fees and staffing to the chairperson of the committee for approval. Bingham can be reached through: James R. Irving, Esq. Bingham Greenebaum Doll LLP 3500 National City Tower 101 South Fifth Street Louisville, KY 40207 Phone: (502) 587-3606 Fax: (502) 540-2215 Email: jirving@bgdlegal.com About hhgregg Inc. Indianapolis, Indiana-based hhgregg, Inc. is an appliance, electronics and furniture retailer. Founded in 1955, hhgregg is a multi-regional retailer currently with 220 stores in 19 states that also offers market-leading global and local brands at value prices nationwide via hhgregg.com. hhgregg Inc., Gregg Appliances Inc. and HHG Distributing LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ind. Lead Case No. 17-01302) on March 6, 2017. The petition was signed by Kevin J. Kovacs, chief financial officer. At the time of the filing, hhgregg and HHG Distributing estimated assets and liabilities of less than $50,000. Gregg Appliances estimated its assets and liabilities at $100 million to $500 million. The Debtors engaged Morgan, Lewis & Bockius LLP and Ice Miller LLP as counsel; Berkeley Research Group, LLC as financial advisor; Stifel and Miller Buckfire & Co. as investment banker; Hilco IP Services as intellectual property advisor; Altus Group US, Inc. as tax advisor; and Donlin, Recano & Company, Inc. as claims and noticing agent. The U.S. Trustee has appointed creditors to serve on the official committee of unsecured creditors in the case of Gregg Appliances, Inc., Case No. 17-01303-RLM-11. No official committee has been appointed in the cases of hhgregg, Inc., No. 17-01302-RLM-11 or HHG Distributing, LLC, No. 17- 01304-RLM-11. The Committee hired Cooley LLP and Bingham Greenebaum Doll LLP as counsel, and ASK LLP as avoidance claims counsel. Province, Inc. serves as its financial advisor. Counsel to the Agent for the Debtors' prepetition secured lenders and the lenders providing DIP financing are Sean M. Monahan, Esq., at Choate, Hall & Stewart LLP; and Jay Jaffe, Esq., at Faegre Baker Daniels, LLP. * * * hhgregg filed for Chapter 11 bankruptcy, saying it had signed a term sheet with an anonymous party to purchase the Company assets. The Company said at that time it expected a quick and smooth process through Chapter 11 with emergence in approximately 60 days. Ten days later, hhgregg said it has terminated the nonbinding term sheet with the anonymous party because the Company was unable to reach a definitive agreement on terms. The Company said it continues to work with interested third parties to purchase assets of the business. hhgregg added it had received strong interest from third parties interested in buying some or all of the Company's assets. Subsequently, hhgregg executed a consulting agreement with a contractual joint venture comprised of Tiger Capital Group, LLC and Great American Group, LLC to conduct a sale of the merchandise and furniture, fixtures and equipment located at the Company's retail stores and distribution centers. On April 7, 2017, hhgregg announced that the Bankruptcy Court approved the Company's initiation of the process to liquidate the assets of the Company commencing on April 8. Specifically, the Court approved, at the Company's request, a plan for the Company to close 132 retail stores and the Company's distribution centers. According to a disclosure with the Securities and Exchange Commission in March, debtors Gregg Appliances, Inc. and HHG Distributing, LLC entered into a Consulting Agreement with a contractual joint venture between Tiger Capital Group and Great American Group to conduct the sale of the merchandise and furniture, fixtures and equipment located at the Company's 132 retail stores and the distribution centers. The approval of each of this plan resulted from the Company's decisions to take the necessary steps to liquidate the assets of the Company and its subsidiaries as a part of the Chapter 11 proceedings. The Company has said it does not anticipate any value will remain from the bankruptcy estate for the holders of the Company's common stock, although this will be determined in the continuing bankruptcy proceedings. HHGREGG INC: Committee Taps Cooley LLP as Lead Counsel ------------------------------------------------------ The official committee of unsecured creditors appointed in Gregg Appliances Inc.'s Chapter 11 case received approval from the U.S. Bankruptcy Court for the Southern District of Indiana to hire Cooley LLP as its lead counsel. The committee tapped the firm to, among other things, investigate pre-bankruptcy transactions involving Gregg Appliances and its affiliates, assist in negotiations on any proposed Chapter 11 plan or exit strategy, and assist in the Debtors' efforts to reorganize, sell or liquidate their assets The hourly rates charged by Cooley professionals who are anticipated to provide the services are: Cathy Hershcopf Partner $1,055 Seth Van Aalten Partner $885 Robert Winning Associate $835 Richelle Kalnit Associate $800 Melissa Boyd Associate $735 Mollie Canby Paralegal $240 Cathy Hershcopf, Esq., a partner at Cooley, disclosed in a court filing that her firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Ms. Hershcopf disclosed that her firm has not agreed to any variations from, or alternatives to, its standard or customary billing arrangements. Ms. Hershcopf also disclosed that her firm has not represented the committee in the 12 months prior to the Debtors' bankruptcy filing, and that the committee has approved its prospective budget and staffing plan, which covers the period March 10 to June 30, 2017. Cooley can be reached through: Cathy Hershcopf, Esq. Cooley LLP The Grace Building 1114 Avenue of the Americas, 46th Floor New York, NY 10036-7798 Phone: +1 212 479 6138 Fax: +1 212 479 6275 Email: chershcopf@cooley.com About hhgregg Inc. Indianapolis, Indiana-based hhgregg, Inc. is an appliance, electronics and furniture retailer. Founded in 1955, hhgregg is a multi-regional retailer currently with 220 stores in 19 states that also offers market-leading global and local brands at value prices nationwide via hhgregg.com. hhgregg Inc., Gregg Appliances Inc. and HHG Distributing LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ind. Lead Case No. 17-01302) on March 6, 2017. The petition was signed by Kevin J. Kovacs, chief financial officer. At the time of the filing, hhgregg and HHG Distributing estimated assets and liabilities of less than $50,000. Gregg Appliances estimated its assets and liabilities at $100 million to $500 million. The Debtors engaged Morgan, Lewis & Bockius LLP and Ice Miller LLP as counsel; Berkeley Research Group, LLC as financial advisor; Stifel and Miller Buckfire & Co. as investment banker; Hilco IP Services as intellectual property advisor; Altus Group US, Inc. as tax advisor; and Donlin, Recano & Company, Inc. as claims and noticing agent. The U.S. Trustee has appointed creditors to serve on the official committee of unsecured creditors in the case of Gregg Appliances, Inc., Case No. 17-01303-RLM-11. No official committee has been appointed in the cases of hhgregg, Inc., No. 17-01302-RLM-11 or HHG Distributing, LLC, No. 17- 01304-RLM-11. The Committee hired Cooley LLP and Bingham Greenebaum Doll LLP as counsel, and ASK LLP as avoidance claims counsel. Province, Inc. serves as its financial advisor. Counsel to the Agent for the Debtors' prepetition secured lenders and the lenders providing DIP financing are Sean M. Monahan, Esq., at Choate, Hall & Stewart LLP; and Jay Jaffe, Esq., at Faegre Baker Daniels, LLP. * * * hhgregg filed for Chapter 11 bankruptcy, saying it had signed a term sheet with an anonymous party to purchase the Company assets. The Company said at that time it expected a quick and smooth process through Chapter 11 with emergence in approximately 60 days. Ten days later, hhgregg said it has terminated the nonbinding term sheet with the anonymous party because the Company was unable to reach a definitive agreement on terms. The Company said it continues to work with interested third parties to purchase assets of the business. hhgregg added it had received strong interest from third parties interested in buying some or all of the Company's assets. Subsequently, hhgregg executed a consulting agreement with a contractual joint venture comprised of Tiger Capital Group, LLC and Great American Group, LLC to conduct a sale of the merchandise and furniture, fixtures and equipment located at the Company's retail stores and distribution centers. On April 7, 2017, hhgregg announced that the Bankruptcy Court approved the Company's initiation of the process to liquidate the assets of the Company commencing on April 8. Specifically, the Court approved, at the Company's request, a plan for the Company to close 132 retail stores and the Company's distribution centers. According to a disclosure with the Securities and Exchange Commission in March, debtors Gregg Appliances, Inc. and HHG Distributing, LLC entered into a Consulting Agreement with a contractual joint venture between Tiger Capital Group and Great American Group to conduct the sale of the merchandise and furniture, fixtures and equipment located at the Company's 132 retail stores and the distribution centers. The approval of each of this plan resulted from the Company's decisions to take the necessary steps to liquidate the assets of the Company and its subsidiaries as a part of the Chapter 11 proceedings. The Company has said it does not anticipate any value will remain from the bankruptcy estate for the holders of the Company's common stock, although this will be determined in the continuing bankruptcy proceedings. HHGREGG INC: Committee Taps Province Inc. as Financial Advisor -------------------------------------------------------------- The official committee of unsecured creditors appointed in Gregg Appliances Inc.'s Chapter 11 case received approval from the U.S. Bankruptcy Court for the Southern District of Indiana to employ Province, Inc. as its financial advisor. The firm will provide these services: (a) analyzing the debtor-in-possession budget, assets and liabilities, and overall financial condition of Gregg Appliances and its affiliates; (b) assisting the committee in determining how to react to the Debtors' going concern plan, or in formulating and implementing its own plan, including a full-chain liquidation alternative; (c) monitoring the store liquidation and going concern sale process, interfacing with the Debtors' professionals, and advising the committee regarding the process; (d) preparing, or reviewing as applicable, avoidance action and claims analyses; (e) assisting the committee in reviewing the Debtors' financial reports; (f) advising the committee on the current state of the Debtors' bankruptcy cases; (g) advising the committee in negotiations with the Debtors and third parties as necessary; and (h) if necessary, participating as a witness in hearings before the court with respect to matters upon which Province has provided advice. The firm's standard hourly rates are: Principal $660 - $700 Director $470 - $620 Managing Director $470 - $620 Associate $330 - $460 Sr. Associate $330 - $460 Analyst $250 - $320 Sr. Analyst $250 - $320 Para professional $100 Stilian Morrison, managing director of Province, disclosed in a court filing that neither the firm nor any of its employees has any connection with the Debtors or their creditors. The firm can be reached through: Stilian Morrison Province Inc. 2360 Corporate Circle, Suite 330, Henderson, NV 89074 Tel: 702.685.5555 Fax: 702.685.5556 About hhgregg Inc. Indianapolis, Indiana-based hhgregg, Inc. is an appliance, electronics and furniture retailer. Founded in 1955, hhgregg is a multi-regional retailer currently with 220 stores in 19 states that also offers market-leading global and local brands at value prices nationwide via hhgregg.com. hhgregg Inc., Gregg Appliances Inc. and HHG Distributing LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ind. Lead Case No. 17-01302) on March 6, 2017. The petition was signed by Kevin J. Kovacs, chief financial officer. At the time of the filing, hhgregg and HHG Distributing estimated assets and liabilities of less than $50,000. Gregg Appliances estimated its assets and liabilities at $100 million to $500 million. The Debtors engaged Morgan, Lewis & Bockius LLP and Ice Miller LLP as counsel; Berkeley Research Group, LLC as financial advisor; Stifel and Miller Buckfire & Co. as investment banker; Hilco IP Services as intellectual property advisor; Altus Group US, Inc. as tax advisor; and Donlin, Recano & Company, Inc. as claims and noticing agent. The U.S. Trustee has appointed creditors to serve on the official committee of unsecured creditors in the case of Gregg Appliances, Inc., Case No. 17-01303-RLM-11. No official committee has been appointed in the cases of hhgregg, Inc., No. 17-01302-RLM-11 or HHG Distributing, LLC, No. 17- 01304-RLM-11. The Committee hired Cooley LLP and Bingham Greenebaum Doll LLP as counsel, and ASK LLP as avoidance claims counsel. Province, Inc. serves as its financial advisor. Counsel to the Agent for the Debtors' prepetition secured lenders and the lenders providing DIP financing are Sean M. Monahan, Esq., at Choate, Hall & Stewart LLP; and Jay Jaffe, Esq., at Faegre Baker Daniels, LLP. * * * hhgregg filed for Chapter 11 bankruptcy, saying it had signed a term sheet with an anonymous party to purchase the Company assets. The Company said at that time it expected a quick and smooth process through Chapter 11 with emergence in approximately 60 days. Ten days later, hhgregg said it has terminated the nonbinding term sheet with the anonymous party because the Company was unable to reach a definitive agreement on terms. The Company said it continues to work with interested third parties to purchase assets of the business. hhgregg added it had received strong interest from third parties interested in buying some or all of the Company's assets. Subsequently, hhgregg executed a consulting agreement with a contractual joint venture comprised of Tiger Capital Group, LLC and Great American Group, LLC to conduct a sale of the merchandise and furniture, fixtures and equipment located at the Company's retail stores and distribution centers. On April 7, 2017, hhgregg announced that the Bankruptcy Court approved the Company's initiation of the process to liquidate the assets of the Company commencing on April 8. Specifically, the Court approved, at the Company's request, a plan for the Company to close 132 retail stores and the Company's distribution centers. According to a disclosure with the Securities and Exchange Commission in March, debtors Gregg Appliances, Inc. and HHG Distributing, LLC entered into a Consulting Agreement with a contractual joint venture between Tiger Capital Group and Great American Group to conduct the sale of the merchandise and furniture, fixtures and equipment located at the Company's 132 retail stores and the distribution centers. The approval of each of this plan resulted from the Company's decisions to take the necessary steps to liquidate the assets of the Company and its subsidiaries as a part of the Chapter 11 proceedings. The Company has said it does not anticipate any value will remain from the bankruptcy estate for the holders of the Company's common stock, although this will be determined in the continuing bankruptcy proceedings. HHGREGG INC: Seeks Authority to Destroy Customer Receipts --------------------------------------------------------- hhgregg, Inc. and its affiliated debtors seek permission from the U.S. Bankruptcy Court for the Southern District of Indiana to destroy certain business records. The Debtors explain that, in the ordinary course of their business operations, they have amassed and are storing a huge quantity of documents. The Debtors keep and store original, customer-signed sales receipts, return to vendor receipts, and other miscellaneous paper document. Paper Receipts were generated with every sale transaction from all the Debtors' stores. The Store Documents from the Debtors' stores are being delivered to Indianapolis and stored in a facility leased by the Debtors. Currently, the Debtors' maintain about 25,000 banker's boxes of documents of which Paper Receipts are the vast majority, some dating as far back as 1999. The Debtors also maintain electronic copies of sales receipts which are identical in every way to the Paper Receipts except that the electronic copies were generated electronically by the Debtors' point-of-purchase terminals and do not bear the customer's signatures. As a result, the Debtors' electronic copies of sales receipts are -- except for the customer's signature -- duplicative of what the Debtors have stored and can retrieve electronically. Pursuant to other Court Orders in the case -- including the so-called Phase I Sale Order and the Phase II Sale Order -- all sales were subject to limited return policies and/or "all sales final" conditions, and the Debtors know of no other foreseeable reason to need Paper Receipts to resolve issues with its former customers. If a State taxing authority were to audit the Debtors' sales tax returns (and a couple such audits are now pending), the Debtors can provide electronic versions of the requested receipts with comparative ease and efficiency compared to having persons look though our paper records. The Paper Receipts are stored at a facility leased by the Debtors which is included in the lease for the company's headquarters at a monthly cost of over $230,000. The Debtors estimate that in addition to the labor required to move them, it will cost approximately $10,000 to transport the Store Documents and $10,000 per month to store them in a secure storage facility. There is no business justification for moving the Store Documents to a different, lower-cost facility, nor is there reason to scan and electronically store them. Counsel to the Debtors and Debtors in Possession: Neil E. Herman, Esq. Rachel Jaffe Mauceri, Esq. Katherine L. Lindsay, Esq. MORGAN, LEWIS & BOCKIUS LLP 101 Park Avenue New York, New York 10178 Telephone: (212) 309-6000 E-mail: Neil.Herman@morganlewis.com Rachel.Mauceri@morganlewis.com Katherine.Lindsay@morganlewis.com - and - ICE MILLER LLP Jeffrey A. Hokanson, Esq. Sarah L. Fowler, Esq. One American Square, Suite 2900 Indianapolis, IN 46282-0200 Telephone: (317) 236-2100 E-mail: Jeff.Hokanson@icemiller.com Sarah.Fowler@icemiller.com Counsel for the Official Committee of Unsecured Creditors: Cathy Hershcopf, Esq. Cooley LLP 1114 Avenue of the Americas New York, NY 10036 E-mail: chershcopf@cooley.com - and - Thomas C. Scherer, Esq. Bingham Greenebaum Doll LLP 10 West Market Street, #2700 Indianapolis, IN 46204 E-mail: tscherer@bgdlegal.com Counsel to the Agent for the Debtors' prepetition secured lenders and the lenders providing DIP financing: Sean M. Monahan, Esq. Choate, Hall & Stewart LLP Two International Place Boston, MA 02110 E-mail: smonahan@choate.com - and - Jay Jaffe, Esq. Faegre Baker Daniels, LLP 600 E. 96th Street, Suite 600 Indianapolis, IN 46240 E-mail: jay.jaffe@faegrebd.com About hhgregg Inc. Indianapolis, Indiana-based hhgregg, Inc. is an appliance, electronics and furniture retailer. Founded in 1955, hhgregg is a multi-regional retailer currently with 220 stores in 19 states that also offers market-leading global and local brands at value prices nationwide via hhgregg.com. hhgregg Inc., Gregg Appliances Inc. and HHG Distributing LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ind. Lead Case No. 17-01302) on March 6, 2017. The petitions were signed by Kevin J. Kovacs, chief financial officer. At the time of the filing, hhgregg and HHG Distributing estimated assets and liabilities of less than $50,000. Gregg Appliances estimated assets and liabilities at $100 million to $500 million. The Debtors engaged Morgan, Lewis & Bockius LLP and Ice Miller LLP as counsel; Berkeley Research Group, LLC as financial advisor; Stifel and Miller Buckfire & Co. as investment banker; Hilco IP Services as intellectual property advisor; Altus Group US, Inc. as tax advisor; and Donlin, Recano & Company, Inc. as claims and noticing agent. The U.S. Trustee has appointed creditors to serve on the official committee of unsecured creditors in the case of Gregg Appliances, Inc., Case No. 17-01303-RLM-11. No official committee has been appointed in the cases of hhgregg, Inc., No. 17-01302-RLM-11 or HHG Distributing, LLC, No. 17- 01304-RLM-11. The Committee hired Cooley LLP and Bingham Greenebaum Doll LLP as counsel, and ASK LLP as avoidance claims counsel. Counsel to the Agent for the Debtors' prepetition secured lenders and the lenders providing DIP financing are Sean M. Monahan, Esq., at Choate, Hall & Stewart LLP; and Jay Jaffe, Esq., at Faegre Baker Daniels, LLP. * * * hhgregg filed for Chapter 11 bankruptcy, saying it had signed a term sheet with an anonymous party to purchase the Company assets. The Company said at that time it expected a quick and smooth process through Chapter 11 with emergence in approximately 60 days. Ten days later, hhgregg said it has terminated the nonbinding term sheet with the anonymous party because the Company was unable to reach a definitive agreement on terms. The Company said it continues to work with interested third parties to purchase assets of the business. hhgregg added it had received strong interest from third parties interested in buying some or all of the Company's assets. Subsequently, hhgregg executed a consulting agreement with a contractual joint venture comprised of Tiger Capital Group, LLC and Great American Group, LLC to conduct a sale of the merchandise and furniture, fixtures and equipment located at the Company's retail stores and distribution centers. On April 7, 2017, hhgregg announced that the Bankruptcy Court approved the Company's initiation of the process to liquidate the assets of the Company commencing on April 8. Specifically, the Court approved, at the Company's request, a plan for the Company to close 132 retail stores and the Company's distribution centers. According to a disclosure with the Securities and Exchange Commission in March, debtors Gregg Appliances, Inc. and HHG Distributing, LLC entered into a Consulting Agreement with a contractual joint venture between Tiger Capital Group and Great American Group to conduct the sale of the merchandise and furniture, fixtures and equipment located at the Company's 132 retail stores and the distribution centers. The approval of each of this plan resulted from the Company's decisions to take the necessary steps to liquidate the assets of the Company and its subsidiaries as a part of the Chapter 11 proceedings. The Company has said it does not anticipate any value will remain from the bankruptcy estate for the holders of the Company's common stock, although this will be determined in the continuing bankruptcy proceedings. HHGREGG INC: Taps Ogletree as 'Ordinary Course' Labor Counsel ------------------------------------------------------------- hhgregg, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Indiana to hire an "ordinary course" labor counsel. In a court filing, hhgregg proposes to hire Ogletree, Deakins, Nash, Smoak & Steward, P.C. to represent the company and its affiliates in labor and employment law matters. The normal hourly rates charged by the firm range from $250 to $610 for its attorneys, and $190 to $295 for paralegals. The professionals who are expected to represent the Debtors and their discounted hourly rates are: Standard Discounted Rate Rate -------- ---------- Walker, Candace Of Counsel $400 $340 Smithey, Stephanie Shareholder $565 $480 Reese, Catherine Shareholder $555 $470 McDermott, Brian Shareholder $485 $400 Lucas, Jennifer Paralegal $285 $260 Brian McDermott, 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: Brian L. McDermott, Esq. Ogletree, Deakins, Nash, Smoak & Steward, P.C. 111 Monument Circle, Suite 4600 Indianapolis, IN 46204 Phone: 317-916-1300 About hhgregg Inc. Indianapolis, Indiana-based hhgregg, Inc. is an appliance, electronics and furniture retailer. Founded in 1955, hhgregg is a multi-regional retailer currently with 220 stores in 19 states that also offers market-leading global and local brands at value prices nationwide via hhgregg.com. hhgregg Inc., Gregg Appliances Inc. and HHG Distributing LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ind. Lead Case No. 17-01302) on March 6, 2017. The petition was signed by Kevin J. Kovacs, chief financial officer. At the time of the filing, hhgregg and HHG Distributing estimated assets and liabilities of less than $50,000. Gregg Appliances estimated its assets and liabilities at $100 million to $500 million. The Debtors engaged Morgan, Lewis & Bockius LLP and Ice Miller LLP as counsel; Berkeley Research Group, LLC as financial advisor; Stifel and Miller Buckfire & Co. as investment banker; Hilco IP Services as intellectual property advisor; Altus Group US, Inc. as tax advisor; and Donlin, Recano & Company, Inc. as claims and noticing agent. The U.S. Trustee has appointed creditors to serve on the official committee of unsecured creditors in the case of Gregg Appliances, Inc., Case No. 17-01303-RLM-11. No official committee has been appointed in the cases of hhgregg, Inc., No. 17-01302-RLM-11 or HHG Distributing, LLC, No. 17- 01304-RLM-11. The Committee hired Cooley LLP and Bingham Greenebaum Doll LLP as counsel, and ASK LLP as avoidance claims counsel. Province, Inc. serves as its financial advisor. Counsel to the Agent for the Debtors' prepetition secured lenders and the lenders providing DIP financing are Sean M. Monahan, Esq., at Choate, Hall & Stewart LLP; and Jay Jaffe, Esq., at Faegre Baker Daniels, LLP. * * * hhgregg filed for Chapter 11 bankruptcy, saying it had signed a term sheet with an anonymous party to purchase the Company assets. The Company said at that time it expected a quick and smooth process through Chapter 11 with emergence in approximately 60 days. Ten days later, hhgregg said it has terminated the nonbinding term sheet with the anonymous party because the Company was unable to reach a definitive agreement on terms. The Company said it continues to work with interested third parties to purchase assets of the business. hhgregg added it had received strong interest from third parties interested in buying some or all of the Company's assets. Subsequently, hhgregg executed a consulting agreement with a contractual joint venture comprised of Tiger Capital Group, LLC and Great American Group, LLC to conduct a sale of the merchandise and furniture, fixtures and equipment located at the Company's retail stores and distribution centers. On April 7, 2017, hhgregg announced that the Bankruptcy Court approved the Company's initiation of the process to liquidate the assets of the Company commencing on April 8. Specifically, the Court approved, at the Company's request, a plan for the Company to close 132 retail stores and the Company's distribution centers. According to a disclosure with the Securities and Exchange Commission in March, debtors Gregg Appliances, Inc. and HHG Distributing, LLC entered into a Consulting Agreement with a contractual joint venture between Tiger Capital Group and Great American Group to conduct the sale of the merchandise and furniture, fixtures and equipment located at the Company's 132 retail stores and the distribution centers. The approval of each of this plan resulted from the Company's decisions to take the necessary steps to liquidate the assets of the Company and its subsidiaries as a part of the Chapter 11 proceedings. The Company has said it does not anticipate any value will remain from the bankruptcy estate for the holders of the Company's common stock, although this will be determined in the continuing bankruptcy proceedings. HOOVER GROUP: Delayed Audit Delivery Credit Negative, Moody's Says ------------------------------------------------------------------ Moody's Investors Service said Hoover Group, Inc.'s ("Hoover", Caa1 negative) failure to deliver audited financial statements of its ultimate parent, Hoover Ferguson Group Limited, for fiscal year-end 2016 within 150 days after closing of the fiscal year (December 31, 2016) is a credit negative development. However, the company has a 30-day cure period under credit agreement provisions, and management expects to deliver the required audit to lenders prior to the expiry of the cure period. At this time, there is no impact on Hoover's ratings including the Caa1 Corporate Family Rating and the negative outlook. Hoover provides container solutions to the global energy, petrochemical and general industrial end markets by renting, selling, and servicing containers, work spaces and packaging products. First Reserve and Brambles Limited each own 50% of Hoover. Pro forma for the completed merger, Hoover's ultimate parent's 2016 revenue is anticipated to be $172 million, 70% of which was derived from the rental business. HRG GROUP: Fitch Revises Rating Watch on B IDR to Evolving ---------------------------------------------------------- Fitch Ratings has revised the Rating Watch on HRG Group, Inc.'s 'B' Long-Term Issuer Default Rating (IDR) to Evolving from Negative. Fitch has also revised the Rating Watch on HRG's senior secured notes, rated 'BB-/RR2', and its senior unsecured notes, rated 'B/RR4', to Evolving from Negative. KEY RATING DRIVERS - IDRs and Senior Debt The revision to Evolving from Negative follows the announcement that a consortium led by CF Corp. will acquire Fidelity & Guaranty Life (FGL; Long-Term IDR 'BB'/Evolving), a company that is 80.4% owned by HRG, for a total of approximately $1.8 billion, plus the assumption of $405 million of existing debt. The consortium includes the founders of CF Corp., funds affiliated with The Blackstone Group, L.P. (Long-Term IDR 'A+'/Stable) and Fidelity National Financial, Inc. (Long-Term IDR 'BBB-'/Positive). Yesterday, HRG also announced the sale of Front Street Re (Delaware) Ltd. (Front Street), which is wholly-owned by HRG, to CF Corp. for $65 million. The Evolving Watch reflects that HRG's ratings may move upward, downward or stay the same, depending on the outcome of HRG's exploration of strategic alternatives to maximize shareholder value following the closing of the FGL and Front Street transactions. Fitch believes that the CF Corp. consortium's ability to obtain regulatory approvals for the FGL and Front Street transactions is strong, since CF Corp. is a public U.S. company. Anbang Insurance Group Co., Ltd., the Chinese entity that previously entered into a merger agreement with FGL, terminated the agreement in April 2017 in part because of its inability to obtain necessary regulatory approvals. The 'B' Long-Term IDR is supported by the credit risk profile and underlying diversity of HRG's largest investment, Spectrum Brands, Inc. (Spectrum Brands; Long-term IDR of 'BB'/Stable), and HRG's adequate liquidity position, which is expected to further improve following the FGL sale. The rating is constrained by the concentrated nature of HRG's remaining investments. Following the FGL sale, HRG would effectively operate as a single-investment, pass-through structure for Spectrum Brands, which is 58.4% owned by HRG. The FGL and Front Street transactions continue the disposition of HRG's portfolio. In 2016, the company sold its wholly owned position in oil and gas company Compass Production GP, LLC, sold its interests in the asset management company CorAmerica, LLC and wound down the operations of Energy & Infrastructure Capital, LLC. HRG's remaining asset management business interest is in the asset-based lender Salus Capital Partners, LLC, which is in run-off. Fitch calculates that upstream dividends from HRG's subsidiaries relative to holding company interest expenses measured 0.5x in the first half of fiscal 2017 and fiscal years 2016 and 2015, down from 1.3x in fiscal 2014. Following the FGL and Front Street transactions, which would result in cash proceeds of approximately $1.5 billion to HRG, HRG would have sufficient resources to repay all of its $864.4 million 7.875% senior secured notes due 2019 and a portion of its $890 million 7.75% senior unsecured notes and other obligations, thereby improving the dividend coverage ratio to comfortably above 1.0x. Should the FGL and Front Street transactions not close as contemplated, there would be negative rating implications for HRG. The company is expected to have sufficient resources to fund its interest payments of approximately $137 million annually, given $139.5 million of readily available cash as of March 31, 2017 and cash proceeds from the FGL and Front Street transactions. Debt-to-equity based on the carrying value of HRG's investments was elevated at 3.0x as of March 31, 2017, compared to 2.7x at FYE 2016 and 3.0x at FYE 2015. Since HRG's two largest current holdings are publicly traded companies (Spectrum Brands and FGL), Fitch also considers pro forma debt-to-equity on the basis of the market value of HRG's public investments, but recognizing that market values can fluctuate. Nevertheless, on this basis, Fitch calculates that HRG's leverage was 0.4x as of March 31, 2017, compared to 0.4x at FYE 2016 and 0.6x at FYE 2015. Debt-to-equity based on the carrying value of HRG's investments is expected to decline to 0.5x and debt-to-equity on the basis of the market value of HRG's public investments is expected to decline to 0.1x pro forma for the FGL sale. HRG's 'BB-/RR2' senior secured debt rating reflects an expectation of superior recoveries for these securities in the event of a corporate default. Given the superior recovery prospects for the senior secured notes, the ratings are notched up twice from HRG's IDR. HRG's 'B/RR4' senior unsecured debt rating reflects an expectation of average recoveries for these securities in the event of a corporate default. Given the average recovery prospects for the senior unsecured notes, the ratings are equalized with HRG's IDR. According to HRG's secured and unsecured notes indentures, if a change of control occurs, the noteholders may require HRG to repurchase all or a portion of its notes for cash at a price equal to 101% of aggregate principal amount, plus any accrued and unpaid interest to the date of repurchase. RATING SENSITIVITIES - IDR and Senior Debt Resolution of the Evolving Watch will depend upon resolution of strategic alternatives explored by HRG. Fitch believes there is a greater chance of an upgrade than downgrade of HRG's ratings over the next six months, given that the FGL and Front Street transactions will result in reduced leverage and improved dividend coverage. The following factors may result in upward rating momentum in HRG's IDR: -- A sale to a higher-rated entity; -- Improvement in parent company interest coverage to or approaching 2.5x on a sustained basis, parent company leverage (carrying-value basis) maintained below 1.0x, and greater clarity with respect to HRG's long-term strategic direction, organizational structure, and ownership framework. The following drivers could result in a downgrade of HRG's IDR: -- A delay in the CF Corp. consortium obtaining necessary regulatory approvals and/or closing the FGL and Front Street transaction, which would prolong HRG's ability to pay down debt; -- A sale to a lower-rated entity; -- Sustained uncertainty with respect to HRG's strategic direction, organizational structure, or ownership framework; -- Deterioration in the operating performance of Spectrum Brands that results in a material decline in its value, dividend capacity and/or credit ratings. Under a scenario where HRG sells its remaining investments, retires outstanding debt, and effectively winds down or is sold to another entity and retires outstanding debt, Fitch would expect to withdraw HRG's IDR and classify outstanding debt ratings as paid in full. The senior secured debt rating of 'BB-/RR2' would be sensitive to any changes in the company's IDR, as well as to changes in the level of available asset coverage. The senior unsecured debt rating of 'B/RR4' is sensitive to potential changes in the company's IDR, as well as to changes in the level of available asset coverage. Fitch has revised the Rating Watch on the following ratings to Evolving from Negative: HRG Group, Inc. -- Long-Term IDR 'B'; -- Senior secured notes 'BB-/RR2'; -- Senior unsecured notes 'B/RR4'. HUNT OIL: S&P Affirms 'BB-' CCR on Revised Cash Flow Projections ---------------------------------------------------------------- S&P Global Ratings affirmed its 'BB-' corporate credit rating on Hunt Oil Co. The rating outlook is negative. "The affirmation reflects our revised cash flow projections for 2017 and 2018, which no longer incorporate additional distributions from Yemen LNG (through at least 2019), offset by proceeds from recent asset sales, and lower operating costs," said S&P Global Ratings credit analyst Christine Besset. Although distributions from the Yemen LNG project, in which Hunt holds a 17.22% interest, represent a significant proportion of S&P's projected cash flow for the company when the project is shipping LNG, S&P no longer expects shipments to resume before mid-2018 due to armed conflict in the country. However, the negative cash flow impact is mitigated by our expectation of increasing oil production and oil price assumptions, recent asset sales, and lower costs. S&P expects credit measures to remain weak for the rating in 2017, but improve thereafter as the company shifts its capital spending to shorter cycle oil projects in the onshore U.S. The negative rating outlook on Hunt reflects the potential for a downgrade should credit measures not improve over the next 12 months. S&P could lower the rating if it expects funds from operations (FFO) to debt to remain below 12% for a sustained period. This would most likely occur if commodity prices fell below S&P's base case assumptions and the company did not take steps to reduce capital outlays, or if the company's contributions to operating expenses and debt service in Yemen were higher than expected. S&P could revise the outlook to stable if it expects credit measures to improve to levels consistent with the rating, such that FFO improves substantially above 12% in 2017 and thereafter. Such a scenario is likely to occur if the company can economically increase production from its U.S. onshore assets. IHEARTCOMMUNICATIONS INC: Extends Private Offers to Noteholders --------------------------------------------------------------- iHeartCommunications, Inc., announced it is extending the private offers to holders of certain series of its outstanding debt securities to exchange the Existing Notes for new securities of iHeartMedia, Inc., CC Outdoor Holdings, Inc., and iHeartCommunications, and the related solicitation of consents from holders of Existing Notes to certain amendments to the indentures and security documents governing the Existing Notes. The Exchange Offers and Consent Solicitations were previously scheduled to expire on May 26, 2017, at 5:00 p.m., New York City time, and will now expire on June 9, 2017, at 5:00 p.m., New York City time. The deadline to withdraw tendered Existing Notes in the Exchange Offers and revoke consents in the Consent Solicitations has also been extended to 5:00 p.m., New York City time, on June 9, 2017. iHeartCommunications is extending the Exchange Offers and Consent Solicitations to continue discussions with holders of Existing Notes regarding the terms of the Exchange Offers and to continue discussions with lenders under its Term Loan D and Term Loan E facilities in connection with the concurrent private offers made to such lenders, which iHeartCommunications announced today will now expire at 5:00 p.m., New York City time, on June 9, 2017. As of 5:00 p.m., New York City time, on May 24, 2017, an aggregate amount of approximately $47.1 million of Existing Notes, representing approximately 0.6% of outstanding Existing Notes, had been tendered into the Exchange Offers. The terms of the Exchange Offers and Consent Solicitations have not been amended and remain the same as set forth in the Amended and Restated Offering Circular and Consent Solicitation Statement, dated April 14, 2017, as supplemented by Supplement No. 1. The Exchange Offers and Consent Solicitations, which are only available to holders of Existing Notes, are being made pursuant to the Offering Circular, and are exempt from registration under the Securities Act of 1933. The New Securities, including the new debt of iHeartCommunications and related guarantees, will be offered only in reliance on exemptions from registration under the Securities Act. The New Securities have not been registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act and applicable state securities or blue sky laws and foreign securities laws. Documents relating to the Exchange Offers and Consent Solicitations will only be distributed to holders of the Existing Notes that complete and return a letter of eligibility. Holders of Existing Notes that desire a copy of the letter of eligibility must contact Global Bondholder Services Corporation, the exchange agent and information agent for the Exchange Offers and Consent Solicitations, by calling toll-free (866) 470-3700 or at (212) 430-3774 (banks and brokerage firms) or visit the following website to complete and deliver the letter of eligibility in electronic form: http://gbsc-usa.com/eligibility/ihc-bondoffers. This press release is for informational purposes only and will not constitute an offer to sell or exchange nor the solicitation of an offer to buy the New Securities or any other securities. The Exchange Offers and Consent Solicitations are not being made to any person in any jurisdiction in which the offer, solicitation or sale is unlawful. Any offers of the New Securities will be made only by means of the Offering Circular. About iHeartCommunications iHeartCommunications, Inc., formerly known as Clear Channel Communications, Inc., is a global media and entertainment company. The Company specializes in radio, digital, outdoor, mobile, social, live events, on-demand entertainment and information services for local communities, and uses its unparalleled national reach to target both nationally and locally on behalf of its advertising partners. The Company is dedicated to using the latest technology solutions to transform the company's products and services for the benefit of its consumers, communities, partners and advertisers, and its outdoor business reaches over 40 countries across five continents, connecting people to brands using innovative new technology. iHeartcommunications reported a net loss attributable to the Company of $296.31 million on $6.27 billion of revenue for the year ended Dec. 31, 2016, compared to a net loss attributable to the Company of $754.62 million on $6.24 billion of revenue for the year ended Dec. 31, 2015. As of Dec. 31, 2016, iHeartcommunications had $12.86 billion in total assets, $23.74 billion in total liabilities and a total shareholders' deficit of $10.88 billion. * * * iHeartCommunications carries a 'Caa2' Corp. corporate family rating from Moody's Investors Service. As reported by the TCR on Dec. 15, 2016, Fitch Ratings has downgraded iHeartCommunications, Inc.'s Long-Term Issuer Default Rating (IDR) to 'CC' from 'CCC'. According to the report, the downgrade reflects the increasing likelihood that iHeart will look to restructure its debt within a year or two. The TCR reported on March 17, 2017, that S&P Global Ratings lowered its corporate credit rating on Texas-based media company iHeartMedia Inc. and its subsidiary iHeartCommunications to 'CC' from 'CCC'. The rating outlook is negative. The downgrade follows iHeartCommunications' announcement that it has offered to exchange five series of priority-guarantee notes, its senior notes due 2021, and its term loan D and E for longer-dated debt; and, in certain scenarios, stock and warrants, or contingent value rights. "Under all but one scenario, there would be a reduction in the principal amount of debt outstanding and an extension of the debt maturity by two years for exchanged debt," said S&P Global Ratings' credit analyst Jeanne Shoesmith. "The company's debt is trading at significant discounts to par of 20%-60%, and we believe its capital structure is unsustainable." IHEARTCOMMUNICATIONS INC: Extends Private Term Loan Offers ---------------------------------------------------------- iHeartCommunications, Inc., announced it is extending the deadline for participation in the private offers to lenders under its Term Loan D and Term Loan E facilities to amend the Existing Term Loans. The Term Loan Offers have been extended to 5:00 p.m., New York City time, on June 9, 2017. iHeartCommunications is extending the Term Loan Offers to continue discussions with lenders regarding the terms of the Term Loan Offers. The terms of the Term Loan Offers have not been amended and remain the same as set forth in the Confidential Information Memorandum, dated March 15, 2017, as supplemented by Supplements No. 1 through No. 5. The Term Loan Offers, which are only available to holders of Existing Term Loans, are being made pursuant to the Confidential Information Memorandum, and are exempt from registration under the Securities Act of 1933. The new securities of iHeartMedia, Inc., CC Outdoor Holdings, Inc., Broader Media, LLC and/or iHeartCommunications being offered in the Term Loan Offers are offered only in reliance on exemptions from registration under the Securities Act. The New Securities have not been registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act and applicable state securities or blue sky laws and foreign securities laws. Documents relating to the Term Loan Offers will only be distributed to holders of Existing Term Loans that complete and return a letter of eligibility. Holders of Existing Term Loans that desire a copy of the letter of eligibility must contact Global Bondholder Services Corporation, the tabulation agent and information agent for the Offers, by calling toll-free (866) 470-3700 or at (212) 430-3774 (banks and brokerage firms) or visit the following website to complete and deliver the letter of eligibility in electronic form: http://gbsc-usa.com/eligibility/ihc-termloanoffers. About iHeartCommunications iHeartCommunications, Inc., formerly known as Clear Channel Communications, Inc., is a global media and entertainment company. The Company specializes in radio, digital, outdoor, mobile, social, live events, on-demand entertainment and information services for local communities, and uses its unparalleled national reach to target both nationally and locally on behalf of its advertising partners. The Company is dedicated to using the latest technology solutions to transform the company's products and services for the benefit of its consumers, communities, partners and advertisers, and its outdoor business reaches over 40 countries across five continents, connecting people to brands using innovative new technology. IHeartcommunications reported a net loss attributable to the Company of $296.31 million on $6.27 billion of revenue for the year ended Dec. 31, 2016, compared to a net loss attributable to the Company of $754.62 million on $6.24 billion of revenue for the year ended Dec. 31, 2015. As of Dec. 31, 2016, Iheartcommunications had $12.86 billion in total assets, $23.74 billion in total liabilities and a total shareholders' deficit of $10.88 billion. * * * iHeartCommunications carries a 'Caa2' Corp. corporate family rating from Moody's Investors Service. As reported by the TCR on Dec. 15, 2016, Fitch Ratings has downgraded iHeartCommunications, Inc.'s Long-Term Issuer Default Rating (IDR) to 'CC' from 'CCC'. According to the report, the downgrade reflects the increasing likelihood that iHeart will look to restructure its debt within a year or two. The TCR reported on March 17, 2017, that S&P Global Ratings lowered its corporate credit rating on Texas-based media company iHeartMedia Inc. and its subsidiary iHeartCommunications Inc. to 'CC' from 'CCC'. The rating outlook is negative. The downgrade follows iHeartCommunications' announcement that it has offered to exchange five series of priority-guarantee notes, its senior notes due 2021, and its term loan D and E for longer-dated debt; and, in certain scenarios, stock and warrants, or contingent value rights. "Under all but one scenario, there would be a reduction in the principal amount of debt outstanding and an extension of the debt maturity by two years for exchanged debt," said S&P Global Ratings' credit analyst Jeanne Shoesmith. "The company's debt is trading at significant discounts to par of 20%-60%, and we believe its capital structure is unsustainable." III EXPLORATION: Needs Time to Settle Environment Issues, File Plan ------------------------------------------------------------------- III Exploration II LP requests the U.S. Bankruptcy Court for the District of Utah to extend, through July 31, 2017, the exclusive period for the Debtor to file a plan of reorganization and through September 30, 2017, the exclusive period for the Debtor solicit acceptances of a plan of reorganization. The Plan Period and Solicitation Period were initially set to expire on November 23, 2016, and January 23, 2017, respectively. The Debtor has extended these deadlines several times, such that Plan Period and Solicitation Period currently expire on May 31 and July 31, respectively. The Debtor's assets mainly consisted of certain parcels of real property and various rights and interests relating to the exploration, drilling and production of oil and gas on lands in Utah, North Dakota, and Colorado. Prior to the Petition Date, it has taken proactive steps to respond to the market pressure and the reduction in its liquidity. The Debtor, with the consent of its primary lenders, Wilmington Trust, National Association, had determined that its assets should be divided into four bidding lots: (a) assets in the Raton Basin in Colorado; (b) assets in the Williston Basin in North Dakota; (c) assets in the Western Uintah Basin in Utah; and (d) assets in the Eastern Uintah Basin in Utah. The Debtor submits that it has already sold or abandoned all four of the Lots. However, in preparing for the closing of its last Lot, the Western Uintah Basin Assets, certain environmental issues arose, and the parties to the sale set aside a reserve fund to address the potential costs associated with the environmental issues. The Parties are presently negotiating a resolution to the dispute over the environmental issues, which includes a potential resolution through the arbitration process outlined in the purchase and sale agreement for the Western Uintah Basin Assets. A resolution of the environmental issues will finalize the sale of the Western Uintah Basin Assets and the sale of substantially all of the Debtor's assets. The Debtor asserts that its reorganization strategy would be hindered if the Plan Period is allowed to expire and the Debtor is forced to spend resources fending off any competing plans that may be filed while the environmental issues related to the Western Uintah Basin Assets remain unresolved and create uncertainty with respect to the proceeds available to the Debtor's stakeholders and creditors. The Debtor contends that the reserve fund set aside by the parties is approximately $7 million dollars -- which is close to 15% of the total sale price of $51.5 million for the Western Uintah Basin Assets. Accordingly, the Debtor will be in a better position to evaluate its strategy moving forward in the case after a resolution of the environmental issues related to the sale of the Western Uintah Basin Assets given the fact that the potential adjustment to the sale price is $7 million. About III Exploration II LP III Exploration II LP and its general partner, Petroglyph Energy, Inc., are headquartered in Boise, Idaho. III Exploration II is engaged in the exploration and production of oil and natural gas deposits, primarily in the Uinta Basin in Utah. III Exploration also has an interest in approximately 42,100 undeveloped acres in the Raton Basin located in Colorado, and participates in joint ventures with respect to properties in the Williston Basin in North Dakota. III Exploration filed a chapter 11 petition (Bankr. D. Utah Case No. 16-26471) on July 26, 2016. The petition was signed by Paul R. Powell, president. The Debtor estimated assets at $50 million to $100 million and debt at $100 million to $500 million. The case is assigned to Judge R. Kimball Mosier. The Debtor tapped George Hofmann, Esq., Steven C. Strong, Esq., and Adam H. Reiser, Esq., at Cohne Kinghorn, P.C., to serve as its general counsel; and A. John Davis, Esq., at Holland & Hart LLP to serve as special counsel. Tudor Pickering Holt & Co. is the Debtor's investment banker. Donlin Recano & Company Inc. is the claims and noticing agent. No trustee or examiner has been appointed, and no official committee of creditors or equity interest holders has been established. ILLINOIS: S&P Lowers Rating on Appropriation Debt to 'BB+' ---------------------------------------------------------- S&P Global Ratings lowered its rating on Illinois' general obligation (GO) bonds to 'BBB-' from 'BBB'. S&P also lowered its ratings to 'BB+' from 'BBB-' on the state's appropriation debt, including bonds issued by the Illinois Sports Facility Authority and the Metropolitan Pier & Exposition Authority. Finally, S&P lowered to 'BB-' from 'BB' its ratings on the state's moral obligation-backed debt. The ratings are on CreditWatch with negative implications. "The rating actions largely reflect the severe deterioration of Illinois' fiscal condition, a byproduct of its stalemated budget negotiations, now approaching the start of a third fiscal year," said S&P Global Ratings credit analyst Gabriel Petek. "We placed the ratings on CreditWatch with negative implications because, in our view, the unrelenting political brinkmanship now poses a threat to the timely payment of the state's core priority payments." S&P also believes that Illinois is now at risk of entering a negative credit spiral, where downgraded credit ratings would trigger contingent demands on state liquidity, further exacerbating its fiscal distress. Although CreditWatch typically has a 90-day time horizon, S&P anticipates resolving Illinois' placement around the start of its 2018 fiscal year, which begins on July 1. If lawmakers fail to reach agreement on a budget with provisions designed to reduce the state's structural deficit, it's likely S&P will again lower the ratings. In S&P's view, the ongoing budget impasse has increased the nonpayment risk associated with Illinois' obligations that require a budget appropriation before they can be funded. S&P now views these payment obligations as having speculative-grade characteristics. The 'BBB-' GO rating reflects S&P's view of the state's: -- Large and growing structural budget deficit now projected to top $7 billion (18% of expenditures) in fiscal 2018; -- Unpaid bills that have mushroomed to the equivalent of more than one-third of annual general funds' expenditures; -- Elevated fixed costs and depleted budget reserves, the combination of which renders the state vulnerable to even more fiscal pressure when the economy enters a slowdown; -- Exposure to stepped-up interest costs related to variable- rate debt and swap termination payments tied to rating triggers; -- Distressed pension funding levels that will require substantial contribution increases in the coming years; and -- Inability to deliver adequate and timely funding for various important public services and institutions as a consequence of dysfunctional budget politics. Partially offsetting these weaknesses is S&P's view of: -- Well-established priority of payment for GO debt service established by statute; -- Ability to adjust certain cash disbursements to stabilize cash flow and to access substantial amounts of cash reserves on deposit in other funds for debt service, if needed, and for operations if authorized by statute; -- Deep and diverse economic base anchored by the Chicago metropolitan statistical area, though with a growth outlook that is expected to trail the nation's through the next five years; -- Above-average income levels; and -- Substantial ability to adjust revenues, expenditures, and disbursements--albeit with a current lack of agreement on how to do so. INTERNATIONAL BRIDGE: Can Continue Using Cash Until June 30 ----------------------------------------------------------- Judge Robert D. Berger of the U.S. Bankruptcy Court for the District of Kansas signed a fifth interim order authorizing International Bridge Corporation to use cash collateral until June 30, 2017. Judge Berger grants the continued interim use of cash collateral based upon the facts and relief requested in the Debtor's Third Cash Collateral Motion. The Debtor filed its Third Cash Collateral Motion on Jan. 16, 2017, requesting further authority to use cash collateral generated post-petition, which is comprised primarily of accounts receivable due under its Insurance and Maintenance Agreement with CaPFA Capital Corp. 2010A for the John F. Kennedy High School in Guam or of proceeds from the assignment of that Agreement, and a determination by the Court that no further adequate protection is necessary at this time. The Debtor is granted permission to use cash collateral to continue its business operations pursuant to the terms and conditions set forth in the Fifth Interim Order and in such amounts set forth in the itemized Revised Budget submitted to the Court at the hearing as a support document to the Third Cash Collateral Motion on January 27, 2017. The Debtor is permitted to use cash collateral in order to conduct its day-to-day operations including, but not limited to, the payment of utility expenses, payment for the purchase of supplies and other various overhead expenses, payment of income to its employees, payment of attorney's fees, and for payment of the U.S. Trustee's assessments and other expenses in the Chapter 11 proceeding. TOA, the Government of Guam, Department of Revenue and Taxation, Leidos, and the Internal Revenue Service may claim an interest or lien in the cash collateral. However, the Debtor will not be obligated to provide additional adequate protection at this time. Nevertheless, the Debtor is directed to continue to tender a monthly payment to IRS in the amount of $2,000 by the first day of each month, and will grant a continuing and replacement lien in accounts receivable created post-petition to IRS. A full-text copy of the Fifth Interim Order, dated May 26, 2017, is available at https://is.gd/TiSsTY About International Bridge Corporation International Bridge Corporation, a contractor for government projects in the South Pacific and Guam, sought Chapter 11 protection (Bankr. D. Kan. Case No. 15-20951) in Kansas City on May 7, 2015. The Debtor is an Ohio corporation, with its principal place of business in Berryton, Kansas. Robert Toelkes, the sole shareholder and manager, signed the petition. The Debtor disclosed total assets of $17.4 million and total debt of $27.4 million. The case is assigned to Judge Robert D. Berger. The Debtor tapped Wesley F. Smith, Esq., at Stevens & Brand, LLP, as its counsel. Wyatt A. Hoch, Esq., at Foulston Siefkin, LLP, serves as the Debtor's special litigation counsel. Robert G. Nath, at Robert G. Nath, PLLC, serves as special tax counsel to the Debtor. INTERNATIONAL SHIPHOLDING: Egan-Jones Withdraws 'B' Ratings ----------------------------------------------------------- Egan-Jones Ratings, on May 19, 2017, withdrew the 'CCC' local currency and foreign currency senior unsecured ratings on debt issued by International Shipholding Corp. EJR also withdrew the C commercial paper ratings on the Company. International Shipholding Corp. was engaged in waterborne cargo transportation and maintained a diversified customer base with emphasis on medium and long term contracts. ISH was founded in 1947 when the Johnsen family purchased a Liberty Ship after the establishment of the War Ship Act of 1946 and became a public company in 1979. INTERNATIONAL SHIPHOLDING: Set to Exit Chapter 11 Bankruptcy ------------------------------------------------------------ International Shipholding Corporation on June 1, 2017, disclosed that it has received the necessary approvals from the U.S. Department of Transportation Maritime Administration thereby satisfying certain conditions precedent to the effectiveness of the First Amended Modified Joint Plan of Reorganization (the "Plan of Reorganization"), which was confirmed by the United States Bankruptcy Court for the Southern District of New York on March 2, 2017. The Company will emerge from bankruptcy as a subsidiary of SEACOR Holdings Inc. ("SEACOR") following the satisfaction of the remaining conditions to effectiveness and on a date to be specified by the Company (as defined in the Plan of Reorganization, the "Effective Date"). The Company (in consultation with SEACOR) is currently targeting the occurrence of the Effective Date on or prior to July 3, 2017. "This has been a long and challenging process. We are most thankful for the support of our dedicated employees, customers, and suppliers during this transition. That support has been integral to the significant progress made towards a successful outcome of the Chapter 11 process," said President and CEO, Erik L. Johnsen. "Through the leadership and capabilities of SEACOR, upon emergence from bankruptcy International Shipholding will emerge as a stable, well-capitalized business with a bright future." "Today marks the achievement of an important step towards a restructuring transaction that will allow the Company to move forward with a solid financial and operational foundation under the SEACOR umbrella of companies," said SEACOR Holdings Inc. Chief Operating Officer, Eric Fabrikant. "The combination of ISH's longstanding history of excellent customer service and SEACOR's financial resources will ensure continued growth and success at International Shipholding." About SEACOR Holdings Inc. SEACOR is a diversified holding company with interests in domestic and international transportation and logistics, alcohol manufacturing and merchandising, and risk management consultancy. About International Shipholding International Shipholding Corp. filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 16-12220) on July 31, 2016. Its affiliated debtors also filed separate Chapter 11 petitions. The petitions were signed by Manuel G. Estrada, vice president and chief financial officer. International Shipholding Corp. was engaged in waterborne cargo transportation and maintained a diversified customer base with emphasis on medium and long term contracts. ISH was founded in 1947 when the Johnsen family purchased a Liberty Ship after the establishment of the War Ship Act of 1946 and became a public company in 1979. Through its debtor and non-debtor subsidiaries, International Shipholding now operates a diversified fleet of 21 U.S. and foreign flag vessels that provide domestic and international maritime transportation services to commercial and governmental customers primarily under medium to long-term contracts. As of the Petition Date, International Shipholding maintained offices in Mobile, Alabama, New Orleans, Louisiana, New York, New York, and Tampa, Florida, as well as a network of agencies in major cities worldwide. ISH, which was formed as a Delaware corporation in 1978 and became a public company in 1979, is the ultimate corporate parent of the International Shipholding family of companies. International Shipholding's fleet is operated by ISH's principal Debtor and non-Debtor subsidiaries, including Central Gulf Lines, Inc., Waterman Steamship Corporation, Enterprise Ship Company, Inc., U.S. United Ocean Services, LLC, CG Railway, Inc., LCI Shipholdings, Inc., Sulphur Carriers, Inc., and East Gulf Shipholding, Inc. Certain other of ISH's Debtor subsidiaries, including LMS Shipmanagement, Inc. and N. W. Johnsen & Co., Inc., provide ship management, ship charter brokerage, agency and other specialized services. C.G. Railway Inc., Cape Holding LTD, Dry Bulk Cape Holding, Inc., East Gulf Shipholding, Inc., MPV Netherlands C.V., MPV Netherlands Cooperatief U.A., MPV Netherlands B.V., Bulk Shipholding Inc., and Terminales Transgolfo S.A. de C.V. are not debtors in these Chapter 11 cases. The Debtors are represented by David H. Botter, Esq., Sarah Link Schultz, Esq., and Travis A. McRoberts, Esq., at Akin Gump Strauss Hauer & Feld LLP. The Debtors' Restructuring Advisor is Blackhill Partners, LLC. Their Claims, Noticing & Balloting Agent is Prime Clerk LLC. The Debtors disclosed total assets at $305.1 million and total debts at $226.8 million as of March 31, 2016. William K. Harrington, the U.S. Trustee for the Southern District of New York, on Sept. 1, 2016, appointed three creditors to serve on the official committee of unsecured creditors of International Shipholding Corporation. The committee retained Pachulski Stang Ziehl & Jones LLP as counsel, and AMA Capital Partners, LLC as financial advisor. * * * On Oct. 28, 2016, the Debtors filed a motion to sell certain assets contained in the Specialty Business Segment. On Nov. 18, 2016, the Bankruptcy Court entered an order approving the bidding and auction procedures in connection with such sale. The auction was held on Dec. 15, 2016. The Bankruptcy Court held a hearing to consider approval of the sale on Dec. 20. On Jan. 30, 2017, the Bankruptcy Court entered an order authorizing the sale. The sale closed on Feb. 28, 2017. On Nov. 14, 2016, the Debtors filed their Plan of Reorganization and the Disclosure Statement. The Bankruptcy Court approved the Disclosure Statement on January 10, 2017. On March 2, 2017, the Bankruptcy Court entered an order confirming the Plan. JEFFREY L. MILLER: Plan Outline Okayed, Plan Hearing on July 19 --------------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida will consider approval of the proposed Chapter 11 plan for Jeffrey L. Miller Investments, Inc., at a hearing on July 19. The hearing will be held at 9:30 a.m., at the Sam M. Gibbons United States Courthouse, Courtroom 8A, 801 N. Florida Avenue, Tampa, Florida. The court will also consider at the hearing the final approval of the company's disclosure statement, which it conditionally approved on May 23. Creditors are required to cast their votes accepting or rejecting the plan no later than eight days before the hearing. Objections must be filed no later than seven days prior to the hearing. About Jeffrey L. Miller Investments Jeffrey L. Miller Investments, Inc., based in Tampa, FL, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 16-10036) on Nov. 23, 2016. The petition was signed by Jeffrey L. Miller, president. At the time of the filing, the Debtor disclosed $6.54 million in assets and $4.18 million in liabilities. Judge Michael G. Williamson presides over the case. The Debtor is represented by Buddy D. Ford, Esq., at Buddy D. Ford, P.A. JOE'S PLACE: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Joe's Place of the Bronx, NY, Inc. 1841 Westchester Ave. Bronx, NY 10472 Type of Business: The Debtor is a small business debtor as defined in 11 U.S.C. Section 101(51D) and is engaged in the restaurant business. It previously sought bankruptcy protection on Sept. 30, 2015 (Bank. S.D.N.Y. Case No. 15-12688). Chapter 11 Petition Date: June 2, 2017 Case No.: 17-11542 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: Hon. Martin Glenn Debtor's Counsel: Norma E. Ortiz, Esq. ORTIZ & ORTIZ, LLP 32-72 Steinway Street, Suite 402 Astoria, NY 11103 Tel: (718) 522-1117 Fax: (718) 596-1302 E-mail: email@ortizandortiz.com Estimated Assets: $50,000 to $100,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Jose L. Torres, president. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/nysb17-11542.pdf JT TRANSIT: 1% Recovery for Unsecured Creditors Under Plan ---------------------------------------------------------- JT Transit, LLC, filed with the U.S. Bankruptcy Court for the Western District of Texas a small business disclosure statement describing its plan of reorganization, dated May 19, 2017. Class 5 under the Plan consists of the general unsecured creditors. Creditors in Class 5 may elect to receive either: 1% of the allowed amount of such claims, with payments made pro rata on a quarterly basis from a fund established by the Debtor remitting into such fund the sum of $100 per month for 60 months; or creditor may elect to reduce its claim to $1,000 and be paid in full under treatment provided to Claimants in Class No. 4. The source of funds for implementation of the Plan will be revenues generated from the Debtor's operations in leasing out its trucks. Mr. Kenneth W. Newman will continue to serve as the Debtor's president, as well as one of the company's truck drivers. Provided Debtor stays current on all payments to creditors pursuant to the Plan, Debtor may make advance payments on claims in Debtor's business judgment and discretion. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/txwb16-51994-48.pdf About JT Transit JT Transit, LLC, is a corporation based in San Antonio, Texas, which has been involved in the transportation and hauling industry since November, 2012. JT operates primarily in the State of Texas and, at times, in surrounding states, primarily transporting frac sand. JT operates up to 6 trucks and trailers at any given time. JT Transit, LLC, filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 16-51994), on Sept. 5, 2016. The petition was signed by Kenneth W Newman, member. The case is assigned to Judge Craig A. Gargotta. The Debtor is represented by Anthony H. Hervol, Esq. at the Law Office of Anthony H. Hervol. At the time of filing, the Debtor estimated assets at $100,000 to $500,000 and liabilities at $1 million to $10 million. JVJ PHARMACY: EZ RX Reduces Funding of Unsecured Account to $100K ----------------------------------------------------------------- JVJ Pharmacy, Inc., d/b/a University Chemists filed with the US Bankruptcy Court for the Southern District of New York its first amended disclosure statement in support of its plan of reorganization. EZ RX Club, Inc., will, subject to Court approval, purchase the Debtor as a going concern and existing equity interests will be canceled and EZ RX will receive 100% of the reissued equity interests in the reorganized Debtor and will fund Debtor's plan of reorganization, and has executed the proposed Plan. This new version of the plan divulges that EZ RX has negotiated with Ventures, LLC, the Debtor's retained business broker, as to the amount of its receipt of commissions for the sale, and, subject to this Court's approval; Paragon has agreed to accept payment directly from EZ RX as payment in full for its administrative claim, in the amount of $100,000. Any payment to Paragon will not come from the $375,000 administrative claim fund established by EZ RX. This plan also changed the classification of the Debtor's creditors. Previously classified in Class 5, unsecured claimants are now under Class 4. The unsecured creditors will receive a pro rata distribution from the Unsecured Creditors' Reserve Account of their allowed claims, without interest. That distribution will be unaffected by any agreement, adjudication or other resolution by which some part of Amerisource's overall claim is deemed secured, except that the amount of any such secured claim shall be deducted from the amount of Amerisource's unsecured claim. The Unsecured Creditors' Reserve Account shall be funded fully by EZ RX in the amount of $100,000, at least five business days prior to the Confirmation Hearing in this case. A full-text copy of the First Amended Disclosure Statement is available at: http://bankrupt.com/misc/nysb16-10508-168.pdf About JVJ Pharmacy Inc. Headquartered in New York, New York, JVJ Pharmacy Inc., d/b/a University Chemists, filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 16-10508) on March 3, 2016, listing $6.88 million in total assets and $5.61 million in total liabilities. The Debtor operates a "specialty pharmacy", maintaining contracts to provide pharmaceutical products to different health care facilities, including clinics, hospitalss, medical practices and individual physicians. The petition was signed by James F. Zambri, president. Judge Stuart M. Bernstein presides over the case. Avrum J. Rosen, Esq., at The Law Offices of Avrum J. Rose, PLLC, serves as the Debtor's bankruptcy counsel. KDA GROUP: Discloses Dispute with Hertz Gateway in Latest Plan -------------------------------------------------------------- KDA Group, Inc., filed with the U.S. Bankruptcy Court for the Western District of Pennsylvania its latest disclosure statement, which explains its proposed Chapter 11 liquidating plan. The company disclosed in the latest document its ongoing dispute with Hertz Gateway Center LP, which has not yet been resolved. Hertz Gateway has filed proof of claim in the amount of $112,450. The creditor asserts that it has an administrative priority claim for post-petition rent for the contract amount of the lease rental of the office space at Gateway Center, Pittsburgh, Pennsylvania. According to KDA Group, it did not occupy the space or conduct any business in that space after its bankruptcy. The company believes that since its bankruptcy estate received no benefit from the occupancy, Hertz Gateway does not have an administrative claim. KDA Group also believes that if Hertz Gateway does have an administrative claim, it is allowable only to the extent of the benefit to the estate and not governed by the contract rate of rent. If Hertz Gateway's claim is allowed, it will be paid along with other administrative claims prior to unsecured creditors, KDA Group disclosed in the document filed on May 23. A copy of the revised second amended disclosure statement is available for free at: https://is.gd/W7qgCT KDA Group Inc. Headquartered in Pittsburgh, Pennsylvania, KDA Group, Inc., filed for Chapter 11 bankruptcy protection (Bankr. W.D. Pa. Case No. 16-21821) on May 12, 2016, estimating its assets at between $100,000 and $500,000 and liabilities at between $10 million and $50 million. The petition was signed by Nicholas D. E. Barran, authorized representative. Judge Gregory L. Taddonio presides over the case. Donald R. Calaiaro, Esq., at Calaiaro Valencik serves as the Debtor's bankruptcy counsel. The Troubled Company Reporter, on July 1, 2016, reported that 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 KDA Group, Inc. KDA GROUP: Plan Confirmation Hearing on June 29 ----------------------------------------------- Judge Gregor L. Taddonio of the U.S. Bankruptcy Court for the Western District of Pennsylvania approved KDA Group, Inc.'s amended disclosure statement to accompany its amended plan of reorganization, dated May 10, 2017. A hearing to consider confirmation of the Plan and any objections will be held on June 29, 2017, at 11:00 a.m., in Courtroom A, U.S. Bankruptcy Court for the Western District of Pennsylvania, 54th Floor U.S. Steel Tower, 600 Grant St., Pittsburgh, Pennsylvania 15219. Objections to the confirmation of the Plan must be in writing and must be filed and served no later than June 22, 2017. All parties who are entitled to vote on the Plan must submit written ballots (either accepting or rejecting the Plan) no later than June 22, 2017. The Troubled Company Reporter previously reported that the plan contains additional provision on the treatment of Class 2 priority tax claims. Under the plan, holders of allowed Class 2 claims will be paid in full over three years after payment of administrative claims. The penalty portion of any Class 2 claim will be paid on a pro rata basis in Class 4 (which consists of general unsecured claims) provided the creditor has filed a claim and the penalties are allowed. A copy of the disclosure statement is available for free at https://is.gd/sbfL1E KDA Group Inc. Headquartered in Pittsburgh, Pennsylvania, KDA Group, Inc., filed for Chapter 11 bankruptcy protection (Bankr. W.D. Pa. Case No. 16-21821) on May 12, 2016, estimating its assets at between $100,000 and $500,000 and liabilities at between $10 million and $50 million. The petition was signed by Nicholas D. E. Barran, authorized representative. Judge Gregory L. Taddonio presides over the case. Donald R. Calaiaro, Esq., at Calaiaro Valencik serves as the Debtor's bankruptcy counsel. The Troubled Company Reporter, on July 1, 2016, reported that 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 KDA Group, Inc. LCM LIMITED XV: Moody's Assigns Ba3(sf) Rating to Cl. E-R Notes --------------------------------------------------------------- Moody's Investors Service has assigned ratings to six classes of notes issued by LCM XV Limited Partnership. Moody's rating action is: US$2,500,000 Class X-R Senior Floating Rate Notes due 2030 (the "Class X-R Notes"), Assigned Aaa (sf) US$387,000,000 Class A-R Senior Floating Rate Notes due 2030 (the "Class A-R Notes"), Assigned Aaa (sf) US$63,000,000 Class B-R Senior Floating Rate Notes due 2030 (the "Class B-R Notes"), Assigned Aa2 (sf) US$42,000,000 Class C-R Deferrable Mezzanine Floating Rate Notes due 2030 (the "Class C-R Notes"), Assigned A2 (sf) US$33,000,000 Class D-R Deferrable Mezzanine Floating Rate Notes due 2030 (the "Class D-R Notes"), Assigned Baa3 (sf) US$27,000,000 Class E-R Deferrable Mezzanine Floating Rate Notes due 2030 (the "Class E-R Notes"), Assigned Ba3 (sf) The Class X-R Notes, Class A-R Notes, the Class B-R Notes, the Class C-R Notes, the Class D-R Notes, and the Class E-R Notes are referred to herein as the "Rated Notes." RATINGS RATIONALE Moody's ratings of the Rated Notes address the expected losses posed to noteholders. The ratings reflect the risks due to defaults on the underlying portfolio of assets, the transaction's legal structure, and the characteristics of the underlying assets. The Issuer has issued the Rated Notes (the "Refinancing Notes") in connection with the refinancing of the six classes of secured notes issued in February 2014 (the "Original Closing Date"). Proceeds from the issuance of the Refinancing Notes will be used to redeem in full six classes of secured notes issued on the Original Closing Date. On the Original Closing Date, the Issuer also issued one class of LP certificates that will remain outstanding. In connection with the refinancing, the Issuer has also issued additional LP certificates. In addition to changes to the capital structure described above and to the coupons of the notes, key modifications to the CLO that will occur in connection with the refinancing include: extensions of the stated maturity, non-call period and reinvestment period; changes to comply with the Volcker Rule; changes to the weighted average life test; changes to the initial asset matrix and recovery rate modifier matrix; the addition of weighted average life and par modifiers and a variety of other changes to transaction features. LCM XV is a managed cash flow CLO. The issued notes will be collateralized primarily by broadly syndicated first lien senior secured corporate loans. At least 90% of the portfolio must consist of senior secured loans that are secured by a valid first priority perfected security interest and eligible investments, and up to 10% of the portfolio may consist of second lien loans and unsecured loans. The portfolio is fully ramped as of the closing date. LCM Asset Management LLC (the "Manager") will continue to manage the CLO. It directs the selection, acquisition and disposition of the assets on behalf of the Issuer and may engage in trading activity, including discretionary trading, during the transaction's remaining five year reinvestment period. Thereafter, the Manager may reinvest unscheduled principal payments and proceeds from sales of credit risk assets, subject to certain restrictions. The transaction incorporates interest and par coverage tests which, if triggered, divert interest and principal proceeds to pay down the notes in order of seniority. Moody's modeled the transaction using a cash flow model based on the Binomial Expansion Technique, as described in Section 2.3.2.1 of the "Moody's Global Approach to Rating Collateralized Loan Obligations" rating methodology published in October 2016. The key model inputs Moody's used in its analysis, such as par, weighted average rating factor, diversity score and weighted average recovery rate, are based on its published methodology and could differ from the trustee's reported numbers. For modeling purposes, Moody's used the following base-case assumptions: Par amount: $600,000,000 Diversity Score: 75 Weighted Average Rating Factor (WARF): 2843 Weighted Average Spread (WAS): 3.25% Weighted Average Coupon (WAC): 7.0% Weighted Average Recovery Rate (WARR): 48.0% Weighted Average Life (WAL): 9 years. Methodology Underlying the Rating Action: The principal methodology used in these ratings was "Moody's Global Approach to Rating Collateralized Loan Obligations" published in October 2016. Factors That Would Lead to Upgrade or Downgrade of the Ratings: The performance of the Rated Notes is subject to uncertainty. The performance of the Rated Notes is sensitive to the performance of the underlying portfolio, which in turn depends on economic and credit conditions that may change. The Manager's investment decisions and management of the transaction will also affect the performance of the Rated Notes. Together with the set of modeling assumptions above, Moody's conducted an additional sensitivity analysis, which was a component in determining the ratings assigned to the Rated Notes. This sensitivity analysis includes increased default probability relative to the base case. Below is a summary of the impact of an increase in default probability (expressed in terms of WARF level) on the Rated Notes (shown in terms of the number of notch difference versus the current model output, whereby a negative difference corresponds to higher expected losses), assuming that all other factors are held equal: Percentage Change in WARF -- increase of 15% (from 2843 to 3269) Rating Impact in Rating Notches Class X-R Notes: 0 Class A-R Notes: 0 Class B-R Notes: -1 Class C-R Notes: -2 Class D-R Notes: -1 Class E-R Notes: -1 Percentage Change in WARF -- increase of 30% (from 2843 to 3696) Rating Impact in Rating Notches Class X-R Notes: 0 Class A-R Notes: -1 Class B-R Notes: -3 Class C-R Notes: -4 Class D-R Notes: -2 Class E-R Notes: -1 LONE PINE MOTEL: Cash Use Motion Mooted by Case Dismissal --------------------------------------------------------- Lone Pine Motel, LLC's Chapter 11 case has been ordered closed. Secured creditor Christopher Dale Mitchell, trustee of the Christopher Dale Mitchell 2003 Trust sought and obtained an order dismissing the Chapter 11 case. Mitchell in March 2017 filed a dismissal motion on the grounds that there is cause for dismissal under 11 U.S.C. Sec. 1112(b); that Debtor's petition lacks good faith; that Debtor's estate is being grossly mismanaged; that there is substantial or continuing loss to or diminution of the estate and the absence of a reasonable likelihood of rehabilitation. On May 10, 2017, Judge Michael S. McManus entered an order dismissing the case and lifting the automatic stay. On May 31, 2017, Judge McManus ordered that the Debtor's motion to use cash collateral is dismissed as moot. Attorney for creditor Christopher Dale Mitchell: Marcus T. Brown, Esq. LAW OFFICE OF MARCUS T. BROWN 3100 Oak Road, Suite 100 Walnut Creek, CA 94597 Tel: (925) 482-8950 Fax: (925) 482-8975 E-mail: marcus@marcusbrownlaw.com About Lone Pine Motel 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. It 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 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. LOUISIANA PELLETS: Disclosure Statement Hearing Set for June 27 --------------------------------------------------------------- Judge Robert Summerhays of the U.S. Bankruptcy Court for the Western District of Louisiana will convene a hearing on June 27, 2017, at 10:00 a.m., to consider the adequacy of the disclosure statement filed by Louisiana Pellets, Inc., and German Pellets Louisiana, LLC. Objections, if any, to the proposed disclosure statement shall be in writing and filed least seven full business days before the hearing. As previously reported by the Troubled Company Reporter, under the plan, holders of Class 3(a) - Unsecured Claims against LPI and Class 3(b) - Unsecured Claims against GPLA are expected to recover $75,000, plus additional recoveries from retained causes of action. The Disclosure Statement is available at: http://bankrupt.com/misc/lawb16-80162-690.pdf About Louisiana Pellets Louisiana Pellets, Inc, and German Pellets Louisiana, LLC, are members of the "German Pellets" family of companies, which is a family of related companies centered in Wismar, Germany, operating in the wood pellets industry. LPI owns a wood pellet production facility located on 334 acres of land in Urania, Louisiana. The Facility is still under construction and is not yet fully complete or operational. GPLA is the general contractor for construction of the Facility. A contract is in place with E.ON UK PLC (a United Kingdom utility company) to purchase the wood pellet production from the Facility. LPI and PLA sought Chapter 11 protection (Bankr. W.D. La., Lead Case No. 16-80162) on Feb. 18, 2016, due to cost overruns and delays in the course of construction of their still-to-be-completed wood pellet production facility. The petitions were signed by Anna-Kathrin Leibold, president and chief executive officer. The Hon. John W. Kolwe presides over the case. Louisiana Pellets, Inc., estimated assets and debts at $100 million to $500 million. German Pellets estimated assets and debts at $50 million to $100 million. The Debtors tapped Locke Lord LLP as counsel. Henry Hobbs, Jr., acting U.S. Trustee for Region 5, appointed on March 15, 2016, five creditors of Louisiana Pellets Inc. and German Pellets Louisiana LLC to serve on the official committee of unsecured creditors. The Committee retained Jones Walker LLP as counsel and Cooley LLP as co-counsel. MALIBU LIGHTING: Files Chapter 11 Plan of Liquidation ----------------------------------------------------- Malibu Lighting Corporation and the Official Committee of Unsecured Creditors filed with the U.S. Bankruptcy Court for the District of Delaware a disclosure statement and a joint chapter 11 plan of liquidation, dated May 19, 2017, which contemplates the compromise, settlement, and release of the Debtors' and the Esates' claims against the Brinkmann Parties and Continental Casualty Insurance Company. The settlement embodied in the Global Settlement provides for the following: - Settlement Consideration to the Debtors' Estates - Tooling Equipment - Intercompany Claims - Brinkmann Intercompany Claims - JBBI's agreement to vote JBBI Secured Claim in favor of Plan - Mutual General Release - Estimated distributions to holders of general unsecured claims. Classes 5 (A-C) consists of all general unsecured claims against the Debtors. Each holder of an allowed general unsecured claim will receive its Pro Rata share of the Liquidation Trust Interests allocated to the Outdoor Direct Corporation Debtors, MLC and the NCOC Debtors (which are: NC Estate Corporation and Stubbs Collections, Inc.) respectively. The amount of these Liquidation Trust Interests shall equal the sum of (a) the Distribution Pro Rata Share of the ODC Net Distributable Assets attributable to each holder of general unsecured claims against the ODC Debtors, (b) the Distribution Pro Rata Share of the MLC, and (c) the Distribution Pro Rata Share of the NCOC Net Distributable Assets attributable to each Holder of a General Unsecured Claim against the NCOC Debtors. The Liquidation Trust shall be the exclusive source of payment to holders of allowed general unsecured claims. The plan proponents believe the Global Settlement falls well within the range of reasonableness and reflects a reasonable compromise of complex issues. The Global Settlement is also in the best interest of the estates in these cases. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/deb15-12080-1218.pdf About Malibu Lighting Corporation Malibu Lighting Corp., Outdoor Direct Corp., National Consumer Outdoors Corp., Beam Corp., Smoke 'N Pit Corp., Treasure Sensor Corporation and Stubbs Collections Inc. filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 15-12080) on Oct. 8, 2015. The petition was signed by David M. Baker as chief restructuring officer. Judge Kevin Gross is assigned to the case. MLC was a manufacturer and supplier of outdoor and landscape lighting products, such as solar and low voltage lights and home security lights, including the parts and accessories associated with these products. ODC was a manufacturer and supplier of a variety of consumer goods, including (a) outdoor cooking products, such as outdoor gas grills, charcoal grills, smokers and fryers, (b) hand held lighting products, like flashlights and spotlights, (c) landscape lighting products, and (d) parts and accessories associated with the foregoing products. MLC and ODC are winding down operations as a result of the termination of a business relationship with principal customer, Home Depot. NCOC is a manufacturer and supplier of both branded and private label pet bedding and pet accessory products. NCOC manufactures beds, accessories, and deodorizers for dogs as well as beds, scratching posts, and toys for cats. In addition, NCOC markets and sells boat covers manufactured primarily from Chinese suppliers. Malibu estimated assets and liabilities of $10 million to $50 million in its bankruptcy petition. The Debtors have engaged Michael Seidl, Esq., Jeffrey N. Pomerantz, Esq., and Maxim B. Litvak, Esq., at Pachulski Stang Ziehl & Jones LLP as counsel, Piper Jaffray Co. as investment banker, and Kurtzman Carson Consultants as claims and noticing agent. On Oct. 20, 2015, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee hired Lowenstein Sandler LLP as its counsel, Blank Rome LLP as its Delaware co-counsel and BDO USA, LLP, as its financial advisor. In March 2017, the Committee tapped Strasburger & Price LLP as local counsel. MANUGRAPH AMERICAS: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Manugraph Americas, Inc. aka Manugraph DGM, Inc. 158 Damhill Road P.O. Box 573 Elizabethville, PA 17023 About the Debtor: Manugraph Americas, Inc. (formerly known as Manugraph DGM, Inc.) is a manufacturer and supplier of printing presses and of parts and service for printing systems in the newspaper and commercial printing market. The Company's primary products include single width printing presses and folders used to print newspapers, inserts, magazines and other written or graphic material and related parts and accessories. The Company is located in central Pennsylvania and sells to both domestic and international customers. Included within the accounts of Manugraph Americas, Inc. is a wholly owned subsidiary, Offset Services, Inc. (OSI), which is inactive. The Company retains legal ownership of the subsidiary and its name. Manugraph Americas, Inc. -- http://www.manugraphamericas.com-- is a wholly owned subsidiary of Manugraph India Ltd. Manugraph India Ltd. is India's largest manufacturer of newspaper web offset printing presses, with manufacturing facilities at Kolhapur, Maharashtra, and is traded on the Bombay stock exchange. Management believes that, on a combined basis, the entities form the world's largest single width press manufacturing company. Chapter 11 Petition Date: June 1, 2017 Case No.: 17-02306 Court: United States Bankruptcy Court Middle District of Pennsylvania (Harrisburg) Judge: Hon. Robert N. Opel II Debtor's Counsel: Robert E Chernicoff, Esq. CUNNINGHAM, CHERNICOFF & WARSHAWSKY, P.C. 2320 North Second Street Harrisburg, PA 17110 Tel: 717 238-6570 Fax: 717 238-4809 E-mail: rec@cclawpc.com Total Assets: $6.38 million as of March 17, 2017 Total Liabilities: $2.06 million as of March 17, 2017 The petition was signed by Andrew Welker, chief operating officer. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/pamb17-02306.pdf The petition is available for free at: http://bankrupt.com/misc/pamb17-02306_petition.pdf MCDERMOTT HOLDINGS: Moody's Assigns B2 Corporate Family Rating -------------------------------------------------------------- Moody's Investors Service assigned a B2 Corporate Family Rating (CFR) and B2-PD Probability of Default Rating to McDermott Holdings, Inc. Proceeds will be used to fund the acquisition of Medical Solutions Holdings, Inc., by financial sponsor Texas Pacific Group ("TPG") in a $485 million leveraged buyout. Moody's also assigned B1 ratings to the first lien senior secured credit facilities and a Caa1 rating to the second lien senior secured term loan. The outlook is stable. This is the first time Moody's has rated the company. Ratings assigned: McDermott Holdings, Inc. (to be superseded by Medical Solutions Holdings, Inc. immediately upon acquisition) Corporate Family Rating at B2 Probability of Default of Rating at B2-PD First lien senior secured revolving credit facility expiring 2022 at B1 (LGD 3) First lien senior secured term loan due 2024 at B1 (LGD 3) Second lien senior secured term loan due 2025 at Caa1 (LGD 5) The rating outlook is stable. RATINGS RATIONALE The B2 CFR reflects Medical Solutions' moderately small scale and high financial leverage. Moody's estimates the company's pro forma adjusted debt to EBITDA of 5.7 times will gradually decline towards 5.0 times over the next 12-18 months. The rating is also constrained by the high degree of uncertainty related to the level of profits that will be generated from the company's non-core segments. The B2 CFR is supported by strong demand for nurses by its health system/hospital customers. This demand will remain high due to the aging demographics of the US population and the growing desire of hospitals to outsource the administration of their temporary nurse staffing activities. The rating is also supported by the supply imbalance of nurses, particularly those with skills in certain specialties. The stable outlook reflects Moody's view that Medical Solutions will maintain high financial leverage over the next 12 to 18 months as it seeks to grow through organic and acquisitive means. The ratings could be upgraded if Medical Solutions effectively manages its growth while achieving greater scale. The company would also need to sustain adjusted debt to EBITDA of around 4.0 times for Moody's to consider an upgrade. The ratings could be downgraded if adjusted debt to EBITDA is not sustained below 6.0 times. Deteriorating operating performance or the inability to smoothly integrate acquisitions could also result in a downgrade. Medical Solutions is a leading provider of medium-term, contingent nursing labor to hospitals across the US. The company places its own nurses on assignment at hospitals, and in some cases, administers the entire short-term nurse staffing needs of its clients. Medical Solutions also provides nursing solutions during labor disputes. Revenues totaled $366 million for the twelve months ended March 31, 2017. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. MEMPHIS LOUIE: Plan and Disclosures Hearing on June 29 ------------------------------------------------------ Judge Jennie D. Latta of the U.S. Bankruptcy Court for the Western District of Tennessee issued an amended order conditionally approving the small business disclosure statement describing the plan of reorganization filed by Memphis Louie, LLC, on May 5, 2017. June 22, 2017, is fixed as the last day for filing written objections to the disclosure statement or to confirmation of the plan. June 22, 2017, is fixed as the last day for filing written acceptances or rejections of the plan. June 29, 2017, at 10:15 a.m., 200 Jefferson Avenue, Courtroom 645, Memphis, Tennessee, 38103, is fixed for the hearing on final approval of the disclosure statement and for hearing on confirmation of the plan. The Troubled Company Reporter previously reported that Class 6 consists of the unsecured claim of Beverly Oswald for loans to the Debtor in the amount of $257,304.08. The Claim will be paid in quarterly installments over a period of five years after satisfaction of the Class 2 claims. Class 6 is impaired. The Debtor will continue to operate its business of owning and operating its property as a Bar Louie franchise restaurant and bar. The Debtor will make payments to each class of creditors under the Plan out of its existing cash, tax escrow funds, and future revenues. The Debtor reserves the right to sell the assets of the business and to assign its rights under the Lease and Franchise Agreement with BL Restaurant Franchises, LLC, and lease with Overton Square South, LLC. A full-text copy of the Disclosure Statement dated May 5, 2017, is available at: http://bankrupt.com/misc/tnwb17-21092-56.pdf About Memphis Louie Memphis Louie, LLC, is a Tennessee limited liability company which owns and operates Bar Louie restaurant franchise at 2125 Madison Avenue, Memphis, Tennessee. The debtor's sole member is Eville Louie, LLC, an Indiana limited liability company. The sole member of Eville Louie, LLC is Beverly Oswald. Memphis Louie, LLC, filed a Chapter 11 bankruptcy petition (Bankr. W.D. Tenn. Case No. 17-21092) on Feb. 3, 2017, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Michael P. Coury, Esq. An official committee of unsecured creditors has not been appointed in the Chapter 11 case. MIG, LLC: Pursues Sale of Assets to Shenton Park for $72 Million ---------------------------------------------------------------- MIG, LLC, and ITC Cellular, LLC, ask the U.S. Bankruptcy Court for the District of Delaware to authorize the sale of (i) 100% of the limited liability company interests in ITC Cellular (the "ITC Equity"), (ii) causes of action owned or controlled by MIG or ITC Cellular, including the MIG Litigation, and (iii) certain records in the possession of MIG and ITC Cellular to Sector Telecom Georgia, LLC, for $72,000,000. A hearing on the Motion is set for June 22, 2017 at 11:00 a.m. (ET). The objection deadline is June 15, 2017 at 4:00 p.m. (ET). MIG, LLC, is a limited liability company organized under the laws of the State of Delaware. MIG owns 100% of the membership interests in ITC Cellular, a Delaware limited liability company. ITC Cellular in turn owns 46% of the membership interests of nondebtor International Telcell Cellular, LLC. International Telcell, directly and indirectly through its wholly owned non-debtor subsidiary Telcell Wireless, LLC, owns all the issued and outstanding equity interests of non-debtor Magticom Ltd., the leading mobile telephony company in the Republic of Georgia. The remaining ownership stake of International Telcell is held 51% by Dr. George Jokhtaberidze, a Georgian national who founded Magticom, and 3% by Gemstone Management Ltd., an entity formed by certain former management of Magticom. The Debtors' interests in International Telcell are their principal assets. MIG is indebted to the Senior Secured Noteholders under its Senior Secured Cash/PIK Notes Due 2016, which were issued pursuant to that certain Indenture, dated as of Dec. 31, 2010, among MIG, as Issuer, ITC Cellular, as CoObligor, and The Bank of New York Mellon ("Indenture Trustee"), as Trustee, Collateral Agent, Registrar, Paying Agent and Note Accounts Bank. The Notes are secured by, among other things, cash held in certain collateral accounts and pledges of the equity interests in MIG, the ITC Equity, and ITC Cellular's rights to distributions from International Telcell. The principal amount of the Notes as of June 30, 2014, was $252.4 million. In addition, on June 30, 2014, the Debtors became liable for the payment of over $11 million in cash interest and $13 million in payment-in-kind interest payable through the issuance of additional Notes. Throughout these Chapter 11 Cases, the Debtors have believed both that the best way to maximize value would be through a sale of the ITC Equity and that only a sale acceptable to a majority of Senior Secured Noteholders would be feasible. In that regard, Shenton Park made a number of offers to purchase the ITC Equity both before and after the Petition Date. However, none of those offers were at a level acceptable to a sufficient number of Senior Secured Noteholders. As a result, the Debtors worked with the Indenture Trustee to formulate a plan that would provide them with a viable path to exit Chapter 11 in the absence of a Sale Transaction while at the same time preserving the ability to pursue a Sale Transaction in the event a transaction acceptable to a sufficient number of Senior Secured Noteholders could be negotiated. On Sept. 8, 2016, the Indenture Trustee filed with the Court a plan of reorganization and disclosure statement. On Dec. 16, 2016, the Court held a confirmation hearing and, after that hearing, entered an order confirming the Plan. The confirmed Plan provides two alternative paths for exiting these Chapter 11 Cases: (i) the Reorganization Transaction, which contemplates, in principal part, the conversion of the Senior Secured Notes to new equity in MIG Holdings, an entity formed to hold all of the Interests in Reorganized MIG; or (ii) a Sale Transaction, which contemplates, in principal part, a sale of the ITC Equity and distribution of the proceeds of the sale. The Plan provides that the proceeds of any Sale Transaction will be distributed to Senior Secured Noteholders on account of the their Claims and also used to fund payments under the Plan and the wind down of the Debtors' estates. Following entry of the Confirmation Order, the Debtors and the Indenture Trustee took steps to prepare to consummate the Reorganization Transaction, while at the same time, Senior Secured Noteholders, with the consent of the Debtors and having apprised the Indenture Trustee, continued to engage in negotiations with Shenton Park regarding a potential Sale Transaction. Through those negotiations, Senior Secured Noteholders holding approximately 66% of the Notes ("Majority Noteholders") reached an agreement with Shenton Park with respect to a sale by the Debtors of the Purchased Assets, in return for cash consideration of $72 million. At various points during the Chapter 11 Cases, the Debtors and Senior Secured Noteholders attempted to negotiate a potential Sale Transaction with Shenton Park. Shenton Park is a British Virgin Islands ("BVI") company that is a limited partner in CaucusCom Ventures, L.P., the sole member of MIG. CaucusCom is in the process of being liquidated in the BVI. On May 24, 2016, the Eastern Caribbean Supreme appointed a liquidator to with the sole authority to wind up CaucusCom and its assets. The Debtors, having apprised the Indenture Trustee, have determined that the Proposed Sale is in the best interest of the Debtors' estates. To that end on June 1, 2017, (i) the Debtors, Shenton Park and the Purchaser have entered into that certain LLC Interest and Asset Purchase Agreement ("IPA") and (ii) ITC Cellular, Shenton Park, and the Purchaser have entered into certain Mutual Release Agreements with each of the Majority Noteholders ("Mutual Release Agreements"). The releases under the Mutual Release Agreements will be effective upon the closing of the Proposed Sale, which is subject to Court approval. The Proposed Sale constitutes a Sale Transaction under the Plan and, accordingly, if the Proposed Sale is approved and consummated, the proceeds from the Proposed Sale will be distributed in accordance with the terms of the Plan, including for the payment of administrative and priority claims, for recovery to the Senior Secured Noteholders and to fund the wind down of MIG. The Debtors believe that the Proposed Sale will maximize value for the benefit of their stakeholders. Moreover, the Proposed Sale has the support of the Majority Noteholders. The salient terms of the Purchase Agreement are: a. Seller: MIG b. Purchaser: Sector Telecom Georgia, LLC, a Delaware limited liability company, formed by Shenton Park c. Purchased Assets: The ITC Equity, certain causes of action owned or controlled by Seller and ITC Cellular, including the MIG Litigation and Causes of Action and certain records in the possession of Seller and ITC Cellular d. Purchase Price: $72 million e. Sale to Buyer: The Purchaser is a limited partner of CaucusCom, the sole Member of MIG but does not maintain control over MIG or ITC Cellular. f. Private Sale/No Competitive Bidding: The Purchase Agreement does not foreclose bids from third parties. g. Closing Conditions and Outside Date: Section 5 of the IPA provides for customary closing conditions, including: (i) no breach of the other party's representations and warranties or covenants, (ii) the closing deliverables will have been delivered, (iii) the Bankruptcy Court will have entered the Sale Order, and any stay period will have either expired or been waived by the Bankruptcy Court, and (iv) no order will be in effect that restrains, enjoins or otherwise prohibits the transactions contemplated thereby. Section 9 of the IPA provides for customary termination rights, including the right of Purchaser or MIG to terminate the IPA if the Closing has not occurred by the earlier of five Business Days after entry of the Sale Order and 60 days after the date of the IPA. h. Use of Proceeds: Pursuant to the Plan, the Sale Transaction Proceeds will be used to fund the Debtors' wind down and for distribution to the Debtors' creditors. i. Sale Free and Clear: The sale of the Purchased Assets will be free and clear of all Interests. j. Relief from Bankruptcy Rule 6004(h): Proposed Order seeks relief from the 14-day stay imposed by Bankruptcy Rule 6004(h). A copy of the Purchase Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/MIG_LLC_823_Sales.pdf The Debtors submit that sound business justification exists to sell the Purchased Assets to the Purchaser in accordance with the Purchase Agreement. After lengthy negotiations, the Majority Noteholders and Shelton Park have agreed on a sale price for the Purchased Assets. The resulting Sale Transaction Proceeds will be used to fund the Debtors' wind down and to distribute cash to the Debtors' creditors, pursuant to the terms of the confirmed Plan. Accordingly, the Debtors ask that the Court enters an Order (i) authorizing the sale of the Purchased Assets free and clear of liens, claims, encumbrances and other interests; (ii) authorizing and approving the Purchase Agreement; (iii) closing the Chapter 11 Case of ITC Cellular; and (d) granting related relief. The Debtors ask the Court to waive the 14-day stay period under Bankruptcy Rule 6004(h) so that the Sale Transaction may be effective immediately upon entry. About MIG LLC Formerly operating under the name "Metromedia International Group, Inc.," MIG LLC -- http://www.migllc-group.com/-- owned and operated and sold dozens of companies in diverse industries, including entertainment, photo finishing, garden equipment and sporting goods, until the late 1990s. In 1997 and 1998, MIG consummated the sale of substantially all of its U.S.-based entertainment assets and began focusing on expanding into emerging communications and media businesses. By 2005, all of MIG's operating businesses were located in the Republic of Georgia and operated through its subsidiaries. MIG LLC and affiliate ITC Cellular, LLC, filed for Chapter 11 bankruptcy protection on June 30, 2014. The cases are currently jointly administered under Bankr. D. Del. Lead Case No. 14-11605. As of the bankruptcy filing, MIG's sole valuable asset, beyond its existing cash, is its indirect interest in Magticom Ltd. The cases are assigned to Judge Kevin Gross. Headquartered in Tbilisi, Georgia, Magticom is the leading mobile telephony operator in Georgia and is also the largest telephone operator in Georgia. Magticom serves 2.4 million subscribers with a network that covers 97% of the populated regions in Georgia. Magticom is owned by International Telcell Cellular, LLC, which is 46% owned by MIG unit ITC Cellular, 51% owned by Dr. George Jokhtaberidze, and 3% owned by Gemstone Management Ltd. Formerly known as MIG, Inc., MIG was a debtor in a previous case (Bankr. D. Del. Case NO. 09-12118). It obtained approval of its reorganization plan in November 2010. The Debtors have tapped Greenberg Traurig LLP as counsel, Fox Rothschild Inc. as financial advisor; Cousins Chipman and Brown, LLP, as conflicts counsel; and Prime Clerk LLC as claims and notice agent and administrative advisor. The Debtors have retained Natalia Alexeeva as chief restructuring officer. A three-member panel has been appointed in these cases to serve as the official committee of unsecured creditors, consisting of Walter M. Grant, Paul N. Kiel, and Lawrence P. Klamon. The Committee is represented by Cole Schotz P.C.'s J. Kate Stickles, Esq., and Patrick J. Reilley, Esq.; and the Law Offices of Henry F. Sewell, Jr., LLC. The Bank of New York Mellon is represented by Gerard Uzzi, Esq., and Eric Stodola, Esq., at Milbank Tweed Hadley & McCloy LLP, in New York; Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware; and Glenn E. Siegel, Esq., and Rachel Jaffe Mauceri, Esq., at Morgan, Lewis & Bockius LLP, in New York. MINI MASTER: G.I.S. Buying Ford Pickup Trucks for $1.5K ------------------------------------------------------- Mini Master Concrete Services, Inc., asks the U.S. Bankruptcy Court for the District of Puerto Rico to authorize the private sale of 2002 Ford F-350 PK-150, Serial/ID No. 1FDW37F22EB89370; and 2005 Ford F-150 PK-175, Serial/ID No. 1FTRX12W95NA16332 to G.I.S. for $1,500. Objections, if any, must be filed within 21 days after service. The Debtor owns the unencumbered Vehicles for which Debtor has no use and must be sold to maximize its estate, in line with its Liquidating Plan, and preclude its further deterioration. The Debtor considers G.I.S.'s offer to be reasonable and fair. Maintaining the Vehicle, not in use by the Debtor, is causing unnecessary administrative expenses such as security, insurance and property taxes, which are burdensome to the Debtor's estate. The Debtor must sell the Vehicles as expeditiously as possible, in order to maximize its value and avoid its deterioration, particularly considering that the Debtor is no longer in operations. Therefore, it is in the best interest of Debtor's estate and its creditors that the Vehicles be sold as proposed. Accordingly, the Debtor asks the Court to approve the sale of the Vehicles to the Buyer free and clear of any interest. The Purchaser can be reached at: G.I.S. P.O. Box 801522 Coto Laurel, PR 00780 Telephone: (939) 777-9171 About Mini Master Concrete Services Mini Master Concrete Services, Inc., filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 16-09956) on Dec. 22, 2016. The petition was signed by Carmen M. Betancourt, president. The Debtor disclosed total assets of $15.78 million and total liabilities of $5.46 million. Judge Mildred Caban Flores over the case. Charles A. Cuprill, Escq., at PCS Law Offices, represents the Debtor as counsel. On April 28, 2017, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization. The plan proposes to pay Class 4 general unsecured creditors approximately 1.75% of their claims from a $50,000 carve out to be reserved from the proceeds generated from the sale of the Debtor's assets. MINI MASTER: Gutierrez Buying Two Hauling Trucks for $10K --------------------------------------------------------- Mini Master Concrete Services, Inc., asks the U.S. Bankruptcy Court for the District of Puerto Rico to authorize the private sale of Euclid R40C (MAT-2) hauling truck, Serial/ID No. 4C4TDC76580, for $8,000; and Euclid R40C (MAT-1) hauling truck, Serial/ID No. 4C4TDC76579 for $2,000 to Nelson Gutierrez. Objections, if any, must be filed within 21 days after service. The Debtor owns the unencumbered Vehicles for which Debtor has no use and must be sold to maximize its estate, in line with its Liquidating Plan, and preclude its further deterioration. The Debtor considers G.I.S.'s offer to be reasonable and fair. Maintaining the Vehicle, not in use by the Debtor, is causing unnecessary administrative expenses such as security, insurance and property taxes, which are burdensome to the Debtor's estate. Since the Vehicle, Euclid R40C (MAT-2) is encumbered in favor of Wells Fargo, the proceeds of the sale will be deposited in a segregated account, from which the payments to Wells Fargo under the Plan will be made on its Effective date. The Debtor must sell the Vehicles as expeditiously as possible, in order to maximize its value and avoid its deterioration, particularly considering that the Debtor is no longer in operations. Therefore, it is in the best interest of Debtor's estate and its creditors that the Vehicles be sold as proposed. Accordingly, the Debtor asks the Court to approve the sale of the Vehicles to the Buyer free and clear of any interest. The Purchaser can be reached at: Nelson Gutierrez Agustin Ramos Ave. Box 7446 Isabela, PR 00662 Telephone: (787) 485-6060 About Mini Master Concrete Services On June 28, 1972, Mini Master Concrete Services, Inc., was incorporated under the laws of Puerto Rico, by late Eng. Victor S. Maldonado Davila, to be primarily engaged in the processing, production, and sale of ready-mixed concrete. In 1973, Mini Master made its first incursion in the aggregates business by leasing a property in Morovis, Puerto Rico, where it began a small and simple operation of sand extraction to provide its own raw materials for its concrete operations and those of its affiliate, Master Concrete Corporation. On Dec. 11, 2013, Mini Master and its affiliates, Master Concrete Corporation ("Master") and Master Aggregates Toa Baja Corporation ("Master Aggregates"), filed voluntary petitions for relief pursuant to Chapter 11 of the Bankruptcy Code with the Bankruptcy Court. The three cases were substantially consolidated, with Mini Master as the surviving entity in Case No. 13-10302 After the confirmation of the Debtor's Plan in said case, the Debtor opened another concrete plant in an effort to increase its revenues and comply with its consolidated confirmed Plan. Notwithstanding, the economic factors, coupled with 2016 as the worst year in concrete sales in Puerto Rico during the past 11 years, caused the Debtor to continue the difficulties to comply with its obligations in the ordinary course of business and with the payments under the Debtor's confirmed Plan. Accordingly, Mini Master pursued a second Chapter 11 case, filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 16-09956) on Dec. 22, 2016. The petition was signed by Carmen M. Betancourt, president. The Debtor disclosed total assets of $15.78 million and total liabilities of $5.46 million. Judge Mildred Caban Flores over the new case. Charles A. Cuprill, Esq., at PCS Law Offices, serves as counsel to the Debtor. On April 28, 2017, the Debtor filed a Chapter 11 plan and disclosure statement, which contemplates the sale of substantially all of the Debtor's assets. The plan proposes to pay Class 4 general unsecured creditors 1.75% of their claims from a $50,000 carve out to be reserved from the proceeds generated from the sale of the Debtor's assets. MINI MASTER: Melendez Buying Ford F-70 C-5T for $1K --------------------------------------------------- Mini Master Concrete Services, Inc., asks the U.S. Bankruptcy Court for the District of Puerto Rico to authorize the private sale of 1989 Ford F-70 C-5T, Serial/ID No. 1FDXK74A5KVA02736, to Juan C. Melendez for $1,000. Objections, if any, must be filed within 21 days after service. The Debtor owns the unencumbered Vehicle for which Debtor has no use and must be sold to maximize its estate, in line with its Liquidating Plan, and preclude its further deterioration. The Debtor considers Mr. Melendez's offer to be reasonable and fair. Maintaining the Vehicle, not in use by the Debtor, is causing unnecessary administrative expenses such as security, insurance and property taxes, which are burdensome to the Debtor's estate. The Debtor must sell the Vehicle as expeditiously as possible, in order to maximize its value and avoid its deterioration, particularly considering that the Debtor is no longer in operations. Therefore, it is in the best interest of Debtor's estate and its creditors that the Vehicle be sold as proposed. Accordingly, the Debtor asks the Court to approve the sale of the Vehicle to the Buyer free and clear of any interest. The Purchaser can be reached at: Juan C. Melendez Bo. San Lorenzo, Sector Marrero #141 Morovis, PR 00687 Telephone: (787) 381-2092 About Mini Master Concrete Services On June 28, 1972, Mini Master Concrete Services, Inc., was incorporated under the laws of Puerto Rico, by late Eng. Victor S. Maldonado Davila, to be primarily engaged in the processing, production, and sale of ready-mixed concrete. In 1973, Mini Master made its first incursion in the aggregates business by leasing a property in Morovis, Puerto Rico, where it began a small and simple operation of sand extraction to provide its own raw materials for its concrete operations and those of its affiliate, Master Concrete Corporation. On Dec. 11, 2013, Mini Master and its affiliates, Master Concrete Corporation ("Master") and Master Aggregates Toa Baja Corporation ("Master Aggregates"), filed voluntary petitions for relief pursuant to Chapter 11 of the Bankruptcy Code with the Bankruptcy Court. The three cases were substantially consolidated, with Mini Master as the surviving entity in Case No. 13-10302 After the confirmation of the Debtor's Plan in said case, the Debtor opened another concrete plant in an effort to increase its revenues and comply with its consolidated confirmed Plan. Notwithstanding, the economic factors, coupled with 2016 as the worst year in concrete sales in Puerto Rico during the past 11 years, caused the Debtor to continue the difficulties to comply with its obligations in the ordinary course of business and with the payments under the Debtor's confirmed Plan. Accordingly, Mini Master pursued a second Chapter 11 case, filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 16-09956) on Dec. 22, 2016. The petition was signed by Carmen M. Betancourt, president. The Debtor disclosed total assets of $15.78 million and total liabilities of $5.46 million. Judge Mildred Caban Flores over the new case. Charles A. Cuprill, Esq., at PCS Law Offices, serves as counsel to the Debtor. On April 28, 2017, the Debtor filed a Chapter 11 plan and disclosure statement, which contemplates the sale of substantially all of the Debtor's assets. The plan proposes to pay Class 4 general unsecured creditors 1.75% of their claims from a $50,000 carve out to be reserved from the proceeds generated from the sale of the Debtor's assets. MINI MASTER: San Miguel Buying GMC Sierra PK-171 for $1K -------------------------------------------------------- Mini Master Concrete Services, Inc., asks the U.S. Bankruptcy Court for the District of Puerto Rico to authorize the private sale of 2005 GMC Sierra PK-171, Serial/ID No. 1GTEC19V55Z223512, to Edgardo L. San Miguel for $1,000. Objections, if any, must be filed within 21 days after service. The Debtor owns the unencumbered Vehicle for which Debtor has no use and must be sold to maximize its estate, in line with its Liquidating Plan, and preclude its further deterioration. The Debtor considers Mr. San Miguel's offer to be reasonable and fair. Maintaining the Vehicle, not in use by the Debtor, is causing unnecessary administrative expenses such as security, insurance and property taxes, which are burdensome to the Debtor's estate. The Debtor must sell the Vehicle as expeditiously as possible, in order to maximize its value and avoid its deterioration, particularly considering that the Debtor is no longer in operations. Therefore, it is in the best interest of Debtor's estate and its creditors that the Vehicle be sold as proposed. Accordingly, the Debtor asks the Court to approve the sale of the Vehicle to the Buyer free and clear of any interest. The Purchaser can be reached at: Edgardo L. San Miguel Tivoli 345, Estancias de Tortuguero Vega Baja, PR 00693 Telephone: (787) 475-1233 About Mini Master Concrete Services On June 28, 1972, Mini Master Concrete Services, Inc., was incorporated under the laws of Puerto Rico, by late Eng. Victor S. Maldonado Davila, to be primarily engaged in the processing, production, and sale of ready-mixed concrete. In 1973, Mini Master made its first incursion in the aggregates business by leasing a property in Morovis, Puerto Rico, where it began a small and simple operation of sand extraction to provide its own raw materials for its concrete operations and those of its affiliate, Master Concrete Corporation. On Dec. 11, 2013, Mini Master and its affiliates, Master Concrete Corporation ("Master") and Master Aggregates Toa Baja Corporation ("Master Aggregates"), filed voluntary petitions for relief pursuant to Chapter 11 of the Bankruptcy Code with the Bankruptcy Court. The three cases were substantially consolidated, with Mini Master as the surviving entity in Case No. 13-10302 After the confirmation of the Debtor's Plan in said case, the Debtor opened another concrete plant in an effort to increase its revenues and comply with its consolidated confirmed Plan. Notwithstanding, the economic factors, coupled with 2016 as the worst year in concrete sales in Puerto Rico during the past 11 years, caused the Debtor to continue the difficulties to comply with its obligations in the ordinary course of business and with the payments under the Debtor's confirmed Plan. Accordingly, Mini Master pursued a second Chapter 11 case, filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 16-09956) on Dec. 22, 2016. The petition was signed by Carmen M. Betancourt, president. The Debtor disclosed total assets of $15.78 million and total liabilities of $5.46 million. Judge Mildred Caban Flores over the new case. Charles A. Cuprill, Esq., at PCS Law Offices, serves as counsel to the Debtor. On April 28, 2017, the Debtor filed a Chapter 11 plan and disclosure statement, which contemplates the sale of substantially all of the Debtor's assets. The plan proposes to pay Class 4 general unsecured creditors 1.75% of their claims from a $50,000 carve out to be reserved from the proceeds generated from the sale of the Debtor's assets. MOLONEY ELECTRIC: Bids for Machinery & Equipment Due June 29 ------------------------------------------------------------ MNP Ltd., in its capacity as court-appointed receiver of the Moloney Electric Inc., pursuant to a stalking horse sale process approved by the court on May 23, 2017, is soliciting offers for the purchase of the company's assets located in Sackville, New Brunswick. The assets consist primarily of machinery and equipment used in the manufacturing of distribution transformers, as well as certain inventory. The sale process involves a court approved stalking horse offer which will serve as the base-lie bid against which all other qualified offers will be evaluated. The sale of the assets is subject to court approval. The deadline to submit offers is 5:00 p.m. (Toronto Time) on June 29, 2017. A confidential information memorandum will be provided, and site visits for the preset dates arranged, upon the execution and return of a confidentiality and non-disclosure agreement. The NDA is available for downloading and printing from the receiver's website at http://mnpdebt.ca/moloney. For more information, contact: Henry Louise MNP Ltd. 300-111 Richmond Street West Toronto, Ontario Canada M5h 2G4 Email: henry.louis@mnp.ca Tel: (416) 515-3907 Moloney Electric Inc. designs, manufactures, and supplies oil filled distribution transformers. MONACO MOTEL: Cash Use Motion Mooted by Case Dismissal ------------------------------------------------------ Monaco Motel LLC's Chapter 11 case has been ordered closed. Secured creditor Christopher Dale Mitchell, trustee of the Christopher Dale Mitchell 2003 Trust sought and obtained an order dismissing the Chapter 11 case. Mitchell in March 2017 filed a dismissal motion on the grounds that there is cause for dismissal under 11 U.S.C. Sec. 1112(b); that Debtor's petition lacks good faith; that Debtor's estate is being grossly mismanaged; that there is substantial or continuing loss to or diminution of the estate and the absence of a reasonable likelihood of rehabilitation. On May 10, 2017, Judge Michael S. McManus entered an order dismissing the case and lifting the automatic stay. On May 31, 2017, Judge McManus ordered that the Debtor's motion to use cash collateral is dismissed as moot. Attorney for creditor Christopher Dale Mitchell: Marcus T. Brown, Esq. LAW OFFICE OF MARCUS T. BROWN 3100 Oak Road, Suite 100 Walnut Creek, CA 94597 Tel: (925) 482-8950 Fax: (925) 482-8975 E-mail: marcus@marcusbrownlaw.com About Monaco Motel Headquartered in South Lake Tahoe, California, Monaco Motel LLC filed for Chapter 11 bankruptcy protection (Bankr. E.D. Cal. Case No. 17-21177) on Feb. 26, 2017, disclosing $811,095 in total assets and $2.02 million in total liabilities. Syed Chowdaury, managing member, signed the petition. The Hon. Michael S. McManus is the case judge. Robert P. Huckaby, Esq., at Robert Huckaby, serves as the Debtor's bankruptcy counsel. MURDOCK EMPIRE: June 20 Plan Confirmation Hearing ------------------------------------------------- Judge Daniel P. Collins of the U.S. Bankruptcy Court for the District of Arizona conditionally approved the small business disclosure statement concerning the plan of reorganization filed by Murdock Empire Group, Inc. dated May 15, 2017. June 19, 2017, is fixed as the last day for filing and serving written objections to confirmation of the plan. June 19, 2017, is fixed as the last day for filing and serving objections to the Disclosure Statement. On June 20, 2017, at 1:30 P.M. the court will conduct a hearing on confirmation of the Plan and for final approval of the Disclosure Statement if a timely objection is filed. Class 6 under the Plan consists of all general unsecured claims. The holders of allowed claims in Class 6 are projected to receive a distribution of approximately 40% of their allowed claims. Until and unless all allowed claims in Class 6 are paid in full, plus interest at an annual, simple rate of 5%, distributions shall be made on or before the first business day that is at least 90 days following Dec. 31, 2017, Dec. 31, 2018, Dec. 31, 2019, Dec. 31, 2020, Dec. 31, 2021, Dec. 31, 2022, Dec. 31, 2023, and the date that is the seventh anniversary of the effective date of this Plan. Class 6 is impaired. The primary source of funding for this Plan shall be excess cash flows generated from the continued operation of Debtor's two Subway restaurants. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/azb2-16-bk-11113-84.pdf About Murdock Empire Murdock Empire Group, Inc., operates 3 Subway sandwich restaurants in Phoenix and Scottsdale, Arizona. Murdock Empire Group, Inc., filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 16-11113), on Sept. 28, 2016. The petition was signed by John B. Murdock, president. The Debtor is represented by Brian Blum, Esq., at the Turnaround Team PLLC. At the time of filing, the Debtor estimated assets at $50,000 to $100,000 and liabilities at $500,000 to $1 million. The Office of the U.S. Trustee on Nov. 15 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Murdock Empire Group, Inc. MURPHY OIL: Egan-Jones Upgrades Sr. Unsecured Ratings to BB- ------------------------------------------------------------ Egan-Jones Ratings, on May 17, 2017, raised the local currency and foreign currency senior unsecured ratings on debt issued by Murphy Oil Corp to BB- from B+. Murphy Oil Corporation is an American petroleum and natural gas exploration company headquartered in El Dorado, Arkansas. The company also has operating offices in Houston, Texas, Calgary, Alberta, and Kuala Lumpur, Malaysia. NAB HOLDINGS: Moody's Affirms B2 CFR & Rates $715MM Secured Debt B2 ------------------------------------------------------------------- Moody's Investors Service affirmed NAB Holdings, LLC's B2 Corporate Family Rating (CFR), upgraded its Probability of Default Rating to B2-PD from B3-PD, and assigned a B2 rating to the company's proposed $715 million of senior secured credit facilities. The ratings have a stable outlook. NAB will use the proceeds from the credit facilities and a $150 million preferred equity investment from a third-party investor to finance the acquisition of Total Merchant Services, Inc. ("TMS") for approximately $557 million in enterprise value. Moody's will withdraw the ratings for NAB's existing credit facilities and all of TMS' ratings upon the close of the acquisition. Concurrent with the acquisition or shortly thereafter, Moody's expects NAB to wind-down its merchant cash advance business, which the ratings agency views as credit positive. Moody's views the preferred equity investment as debt-like given the PIK accretion and mandatory redemption one year after the latest scheduled debt maturity. Moody's believes that the likely source of financing the redemption of the preferred instrument will be from the proceeds from additional debt. Pro forma for the acquisition, NAB's total debt to EBITDA (Moody's adjusted) will increase from the mid 2x to about 4.7x (5.9x including the preferred stock), before the planned cost synergies of $29 million are included. Management expects to achieve the cost synergies by 2019, which will come from headcount reductions and migration of the majority of TMS' processing volumes onto NAB's platform. The acquisition will also enhance NAB's operating scale and expand its sales distribution capabilities. However, in Moody's view, the execution risk in integrating a large acquisition, realizing cost synergies and transitioning the processing volumes will be elevated over the next 12 to 24 months. RATINGS RATIONALE NAB's B2 CFR is characterized by its high closing leverage (when including the preferred stock), elevated execution risk and its intensely competitive operating environment. Moody's expects total debt plus preferred stock-to-EBITDA to decline to the low 5x by the end of 2018 from legacy NAB's organic growth and cost synergies. NAB's strong revenue and EBITDA growth in recent quarters was mainly driven by growth in higher-risk merchant accounts. This segment of the merchants is highly profitable but it has increased NAB's business risk relative to its similarly rated peers. The B2 CFR also incorporates "key man risk" attributed to NAB's founder and shareholder. The rating is supported by NAB's recurring, transaction-based revenues, very good liquidity and Moody's expectations for free cash flow relative to debt plus preferred stock of approximately 8% over the next 12 to 18 months. The stable rating outlook reflects Moody's expectations for leverage to decline to the low 5x and good free cash flow generation over the next 12 to 18 months. The upgrade of the Probability of Default Rating to B2-PD reflects Moody's expectations for lower recoveries as a result of the covenant-lite credit facilities in the new capital structure. NAB's ratings could be downgraded if liquidity weakens, EBITDA declines and total debt plus preferred stock to EBITDA is expected to remain above 6x or free cash flow falls to the low single digit percentages of debt plus preferred stock. Conversely, Moody's could raise the ratings if NAB establishes a track record of maintaining conservative financial policies and it generates strong earnings growth. The ratings could be upgraded if Moody's expects NAB to sustain leverage below 4.5x and free cash flow in excess of 10% of debt plus preferred stock. Affirmation: Issuer: NAB Holdings, LLC -- Corporate Family Rating, B2 Upgrade: Issuer: NAB Holdings, LLC -- Probability of Default Rating, B2-PD, from B3-PD Assignments: -- $715 million of new senior secured credit facilities, B2 (LGD3) Outlook Actions: Issuer: NAB Holdings, LLC -- Outlook, Stable The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. NAB provides electronic payment processing services to small and mid-sized business merchants in the United States. NAB HOLDINGS: S&P Lowers CCR to 'B' on Debt-Funded Acquisition -------------------------------------------------------------- S&P Global Ratings lowered its corporate credit rating on Troy, Mich.-based on NAB Holdings LLC to 'B' from 'B+'. The rating outlook is stable. At the same time, S&P assigned its 'B' issue-level rating and '3' recovery rating to the company's proposed $640 million first-lien term loan and $75 million revolver. The '3' recovery rating indicates S&P's expectation for meaningful recovery (50%-70% range; rounded estimate: 55%) in the event of a payment default. S&P also lowered all issue level ratings on NAB's existing debt to 'B' from 'B+' in accordance with the downgrade. The recovery ratings on those issues remain '3' indicating S&P's expectation for meaningful recovery (50%-70% range; rounded estimate: 55%) in the event of a payment default. S&P is also removing the CreditWatch with negative implications from all ratings. S&P will withdraw these ratings once the transaction closes and the debt is repaid. "The downgrade reflects a material increase in leverage pro-forma for the acquisition of TMS, which is expected to close within the next month," said S&P Global Ratings credit analyst Craig Sabatini. Inclusive of preferred equity in S&P's calculation of debt, it estimates that that NAB's pro-forma adjusted debt to EBITDA as of March 31, 2017 will increase to around 5.7x from 2.5x at closing. Although the acquisition will improve NAB's scale and operating leverage and expand its partner base, it will remain a relatively small player in a fragmented industry, and the increased financial leverage will limit its flexibility to respond to disruption or take advantage of new opportunities in an evolving industry. The stable outlook reflects S&P's expectation that NAB will grow net revenues organically in at least the mid-single-digit percentage range and reduce leverage to under 5x by the end of 2018. NATIVE GAMES: Exclusive Plan Filing Period Extended to July 29 -------------------------------------------------------------- Judge August B. Landis of the U.S. Bankruptcy Court for the District of Nevada extended Native Games America, LLC's exclusive periods (a) for filing a plan of reorganization to July 29, 2017, and (b) for securing acceptance of such plan of reorganization to September 24, 2017, upon the condition that the Debtor files its March and April Monthly Operating Reports no later than June 1, 2017. The Troubled Company Reporter has previously reported that the Debtor asked the Court to extend its Exclusivity Period to Sept. 28, 2017, and Acceptance Period to Nov. 29, 2017. The Debtor said its diligent efforts to proceed with its reorganization and negotiate resolution with its largest creditor throughout the Chapter 11 case provide cause for a short extension of the Exclusive Periods. The Debtor had been engaged in extensive discussions with its largest creditor, Peter Lee, in an attempt to reach a resolution between the parties. These discussions, according to the Debtor, had been fruitful and the Debtor believed that a settlement with Mr. Lee was forthcoming. Determining the terms of a resolution with Mr. Lee was critical prior to proposing a plan or reorganization or assessing whether the case should proceed after a resolution will be reached. About Native Games America Native Games America, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 17-10356) on Jan. 27, 2017. The petition was signed by Jeff Martinez, manager. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. Zachariah Larson, Esq., and Matthew Zirzow, Esq., at Larson & Zirzow, LLC, serve as the Debtor's legal counsel. NAVISTAR INTERNATIONAL: Extends NPA Purchase Expiration to 2018 --------------------------------------------------------------- Navistar Financial Securities Corporation, as the seller, Navistar Financial Corporation, as the servicer, and Credit Suisse AG, New York Branch, as a managing agent, Credit Suisse AG, Cayman Islands Branch, as a committed purchaser, Alpine Securitization Ltd., as a conduit purchaser, Bank of America, National Association, as administrative agent, as a managing agent and as a committed purchaser, New York Life Insurance Company, as a managing agent and a committed purchaser, and New York Life Insurance and Annuity Corporation, as a managing agent and a committed purchaser, entered into Amendment No. 9 to Note Purchase Agreement. The NPA Amendment amends the Note Purchase Agreement, dated as of Aug. 29, 2012, among NFSC, NFC and the Purchaser Parties, to, among other things, extend the Scheduled Purchase Expiration Date to May 30, 2018, and reduce the maximum funded amount to $425,000,000, reduce the commitment of Credit Suisse to $75,000,000, increase the commitment of NY Life to $60,000,000 and increase the commitment of NYLIAC to $90,000,000 (the Commitment of the Committed Purchaser in the Bank of America Purchaser Group will remain $200,000,000). A full-text copy of the Amendment No. 9 to the Note Purchase Agreement is available for free at https://is.gd/qxOavl About Navistar International Navistar International Corporation (NYSE: NAV) -- http://www.navistar.com/-- is a holding company whose subsidiaries and affiliates subsidiaries produce International(R) brand commercial and military trucks, MaxxForce(R) brand diesel engines, IC Bus(TM) brand school and commercial buses, Monaco RV brands of recreational vehicles, and Workhorse(R) brand chassis for motor homes and step vans. It also is a private-label designer and manufacturer of diesel engines for the pickup truck, van and SUV markets. The Company also provides truck and diesel engine parts and service. Another affiliate offers financing services. Navistar reported a net loss attributable to the Company of $97 million on $8.11 billion of net sales and revenues for the year ended Oct. 31, 2016, compared with a net loss attributable to the Company of $184 million on $10.14 billion of net sales and revenues for the year ended Oct. 31, 2015. As of Jan. 31, 2017, Navistar had $5.39 billion in total assets, $10.72 billion in total liabilities and a total stockholders' deficit of $5.32 billion. * * * Navistar carries a 'B3' Corporate Family Rating (CFR) and stable outlook from Moody's. Moody's said in January 2017 that Navistar's ratings reflects the continuing challenges the company faces in re-establishing its competitive position and profitability in the North American medium and heavy truck markets. Navistar carries a 'CCC' Issuer Default Ratings from Fitch Ratings. Fitch said in January 2017 that the ratings for NAV, Navistar, Inc., and NFC remain on Rating Watch Positive pending completion of a strategic alliance between NAV and Volkswagen Truck & Bus GmbH (VW T&B). The Positive Rating Watch reflects Fitch's expectation that under terms contemplated for the alliance, NAV would realize cost synergies, improved liquidity, and strategic opportunities over the next several years that would support its competitiveness and operating performance. As reported by the TCR on March 3, 2017, S&P Global Ratings said that it raised its corporate credit ratings on Navistar International Corp. and its subsidiary Navistar Financial Corp. to 'B-' from 'CCC+'. The outlook is stable. The upgrade follows Navistar's strategic alliance with Volkswagen Truck & Bus, which includes Volkswagen Truck & Bus' 16.6% equity stake in Navistar, definitive agreements for the two companies to collaborate on technology, and the formation of a procurement JV. NEIMAN MARCUS : Bank Debt Trades at 11% Off ------------------------------------------- Participations in a syndicated loan under Neiman Marcus Group Inc is a borrower traded in the secondary market at 79.03 cents-on-the-dollar during the week ended Friday, May 19, 2017, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.80 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 19. NEWFIELD EXPLORATION: Fitch Affirms BB+ Long-Term IDR ----------------------------------------------------- Fitch Ratings has affirmed Newfield Exploration Company's (Newfield; NYSE: NFX) Long-Term Issuer Default Rating (IDR) and unsecured debt ratings at 'BB+'. The Rating Outlook is revised to Positive from Stable. The Positive Outlook reflects the company's shift to STACK development and continued improvement in STACK well results from enhanced drilling & completion techniques that are forecast to lead to robust, higher margin production growth. Another consideration is the reduced risk of lower production and cash flows from further portfolio optimization activities (e.g. Granite Wash, Eagle Ford, China). Continued operational execution of core Anadarko Basin production and reserve growth, while maintaining financial flexibility, could lead to a positive rating action within the next 12-18 months. Approximately $2.5 billion of debt is affected by rating actions. A full list of actions follows at the end of this release. KEY RATING DRIVERS Newfield's rating reflects the company's liquids-focused production profile and proved reserves (1P) base with a growing STACK position, adequate liquidity, extended maturities profile, favorable hedging position, and credit-conscious financial policy. These considerations are offset by the company's moderate size and heightened execution risk given its transition to multi-pad development drilling in the Anadarko Basin. Although the company forecasts multi-year 20%-25% CAGR production target for the Anadarko Basin, Fitch anticipates production will be lumpy near-term with clustered production increases concurrent with pad completions. Fitch recognizes that production results and well returns from the STACK continue to strengthen with opportunities for further improvement. Another consideration is the potential for STACK resource expansion with ongoing interval exploration activity. ROBUST THREE-YEAR PRODUCTION GROWTH PLAN Management communicated its three-year production growth plan targeting Anadarko Basin and total production CAGRs of 20%-25% and 10%-15%, respectively. The plan employs an average Anadarko Basin rig count of roughly 10 rigs throughout the planned period or about the current pace. Management indicated that it is positioning the company to sustainably post double-digit production growth within cash flow, considering $50-$60/barrel WTI prices, over the medium term. Fitch views the growth and funding plan as generally achievable. STACK WELL RETURNS CONTINUE TO IMPROVE Newfield continues to take steps to optimize its drilling & completion techniques via expanded multi-pad drilling, longer laterals, tighter cluster and stage spacing, and higher proppant and liquids loading. Most of Newfield's 2017 activity in the STACK will be on multi-well development pads, which is anticipated to result in well cost savings of up to $750,000-$1 million per well, or 10%-15% savings, all else equal. Upsized completion well results have substantially exceeded the company's current oil type curve with early results tracking a 1.5 million barrels of oil equivalent (boe) estimated ultimate recovery (EUR) oil type curve, or an approximately 35% oil EUR uplift for initial wells drilled on a section. The company is also testing a much larger completion design (e.g. the Burgess well) with very early results exhibiting promising production characteristics. Fitch expects the continued deployment of enhanced drilling & completion techniques will improve the company's production profile and reduce full-cycle costs per boe. MODERATELY NEGATIVE FCF, IMPROVING CREDIT METRICS Fitch's base case forecasts Newfield will be approximately $250 million and $200 million FCF negative in 2017 and 2018, respectively. Cash-on-hand is projected to be sufficient to cover these shortfalls. Fitch believes the company will continue to be measured with its capital program and manage to a neutral-to-moderately negative FCF profile. Debt/EBITDA is forecast to decline to approximately 2.4x in 2017 and 2.1x in 2018, which is generally consistent with investment-grade rated peers. Debt-to-proved developed (PD) reserves and debt per flowing barrel metrics are forecast to be around $6.30/boe and $15,265, respectively, in 2017. KEY ASSUMPTIONS Fitch's key assumptions within the rating case for Newfield include: -- WTI oil price that trends up from $50/barrel in 2017 to a long-term price of $62.50/barrel; -- Henry Hub gas price that trends up from $2.75/mcf in 2017 to a long-term price of $3.25/mcf; -- Production grows modestly to approximately 161 mboepd in 2017, generally consistent with the upper end of management guidance, followed by approximately 10% growth in 2018 and a more robust growth profile thereafter; -- Liquids mix declines modestly to approximately 62% in 2017 followed by incremental improvements thereafter; -- Capital spending of $1.1 billion for 2017 followed by a cash flow-linked capital spending program over the medium term; -- No further asset sales or acquisitions projected throughout the forecast period. RATING SENSITIVITIES Positive: Future developments that may, individually or collectively, lead to a positive rating action: -- Increased size, scale, and diversification of Newfield's operations with some combination of the following metrics: -- Mid-cycle debt/EBITDA of 2.5x-2.8x on a sustained basis; -- Debt/flowing barrel under $20,000 or debt/PD around $6.00- $6.50/boe on a sustained basis. Negative: Future developments that may, individually or collectively, lead to a negative rating action: -- Demonstrated operational momentum issues suggesting a lower than forecasted production profile medium-term; -- Mid-cycle debt/EBITDA above 3.0x-3.3x on a sustained basis; -- Debt/flowing barrel above $25,000 or debt/PD over $7.00- $7.50/boe on a sustained basis; -- Commencement of equity-friendly actions inconsistent with the forecasted FCF profile. ADEQUATE LIQUIDITY PROFILE Cash and equivalents were approximately $469 million as of March 31, 2017. This cash balance reflects steps taken by management over the past three years to manage its liquidity profile while pursuing operational initiatives, via lower investment levels and a series of non-core asset sales and equity raises. Fitch views these steps - ahead of its transition to a more robust growth-orientation within the STACK - favorably and expects the additional liquidity to help offset the impact of oil & gas price volatility on development funding, particularly as higher priced legacy hedge coverage rolls off. Additional liquidity is provided by the company's $1.8 billion senior unsecured credit facility (no outstanding borrowings as of March 31, 2017) due June 2020. EXTENDED MATURITIES PROFILE Newfield has no maturities until 2022. AMPLE COVENANT HEADROOM Financial covenants, as defined in the credit facility agreement, consist of a maximum debt-to-book capitalization of 60% and EBITDAX-to-interest expense ratio of at least 2.5x. Other covenants across the debt instruments restrict the ability to incur additional liens, engage in sale/leaseback transactions, and merge, consolidate or sell assets, as well as a change in control provision. Fitch believes Newfield has ample cushion within all of its covenants and has demonstrated a willingness and ability to actively manage potential covenant risk. For example, in March 2016, the company proactively amended its interest coverage covenant to 2.5x from 3.0x, at a cost of $3 million, in order to opportunistically increase headroom. SOLID HEDGE POSITION Newfield has historically maintained a proactive hedging program, using a combination of swaps and collars, to manage cash flow variability and support development funding. Management has been less active in its multi-year hedging activities more recently given its current cash position and competitive full-cycle cost profile, as well as its constructive view of oil prices. As of April 27, 2017, Newfield's domestic oil production was approximately 50% hedged for 2017 prior to consideration of spread gains locked in via purchased calls for roughly 20% of volumes. Meanwhile, natural gas production was approximately 65% and 20% hedged for 2017 and 2018, respectively. The reported net derivative asset value was about $8 million as of March 31, 2017. MANAGEABLE OTHER LIABILITIES Asset retirement obligations (AROs) decreased year-over-year to $162 million, as of March 31, 2017, from $196 million, as of March 31, 2016. The decline is mainly due to the settlement of $35 million in AROs related to the Eagle Ford sale. Other contingent obligations, as of Dec. 31, 2016, totalled $416 million on a multi-year, undiscounted basis comprising firm transportation agreements ($193 million) and operating leases and other service contracts ($223 million). Additionally, the company has oil and gas delivery commitments with Tesoro and HollyFrontier to accommodate the company's waxy Uinta production. The company's total transportation/processing cost guidance of approximately $300 million for 2017 includes Arkoma unused firm gas transportation and Uinta oil & gas delivery shortfall fees of approximately $52 million and $37 million, respectively. Both plays have exhibited declining production trends due to underinvestment. Continued production declines could result in additional shortfall fees. The risk of an increase in shortfall fees is viewed as manageable and Fitch has considered these costs in its rating case. FULL LIST OF RATING ACTIONS Fitch has affirmed Newfield's ratings: Newfield Exploration Company -- Long-Term IDR at 'BB+'; -- Senior unsecured bank facility at 'BB+/RR4'; -- Senior unsecured notes at 'BB+/RR4'. The Rating Outlook is revised to Positive from Stable. NUVERRA ENVIRONMENTAL: David Hargreaves Appointed to Committee -------------------------------------------------------------- Andrew Vara, acting U.S. trustee for Region 3, on June 2 appointed David Hargreaves to serve on the official committee of unsecured creditors in the Chapter 11 cases of Nuverra Environmental Solutions, Inc. and its affiliates. 9zs LLC, which was appointed on May 19 together with Wilmington Trust Company, N.A. and SG Aurora Master Fund L.P., is no longer a member of the committee, court filings show. Mr. Hargreaves' address is: David Hargreaves 29 Hidden Glen Road Scarsdale, NY 10583 Phone: 917-575-2535 About Nuverra Environmental Solutions Nuverra Environmental Solutions, Inc. (OTCQB: NESC) provides environmental solutions to customers focused on the development and ongoing production of oil and natural gas from shale formations. The Scottsdale, Arizona-based Company operates in shale basins where customer exploration and production activities are predominantly focused on shale and natural gas. Nuverra Environmental Solutions, Inc., and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 17-10949) on May 1, 2017. As of March 31, 2017, Nuverra had $342.6 million in total assets and $534.5 million in total liabilities. The Hon. Kevin J. Carey is the case judge. Shearman & Sterling LLP serves as bankruptcy counsel to the Debtors, with the engagement led by Fredric Sosnick, Esq., Sara Coelho, Esq., and Stephen M. Blank, Esq. The Debtors hired Young Conaway Stargatt & Taylor, LLP and Shearman & Sterling LLP as co-counsel; AP Services, LLC as restructuring advisor; Lazard Freres & Co. LLC and Lazard Middle Market LLC as investment banker; and Prime Clerk LLC as claims and noticing agent. OAKRIDGE HOLDINGS: Hires Bradley Hennen as Special Counsel ---------------------------------------------------------- Oakridge Holdings, Inc., seeks authority from the U.S. Bankruptcy Court for the District of Minnesota to employ the Law Offices of Bradley J. Hennen as special counsel to the Debtor. Oakridge Holdings requires Bradley J. Hennen to provide SEC Compliance advice and advice concerning the form of any sales agreements in connection with the sale of the Debtor's assets. Bradley J. Hennen will be paid at the hourly rate of $400. According to the firm, prior to the filing of the bankruptcy case, the Debtor owed Bradley J. Hennen $4,000 in unpaid services and costs incurred on behalf of the Debtor as part of the firm's representation. Bradley J. Hennen intends to seek payment of that amount when the firm files its first fee application. Bradley J. Hennen will also be reimbursed for reasonable out-of-pocket expenses incurred. Bradley J. Hennen, member of the Law Offices of Bradley J. Hennen, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Bradley J. Hennen can be reached at: Bradley J. Hennen, Esq. LAW OFFICES OF BRADLEY J. HENNEN 9152 Wassermann Ct Victoria, MN 55286 Tel: (612) 670-7068 E-mail: brad@hennen.net About Oakrdige & Stinar HG Stinar HG, Inc., d/b/a The Stinar Corporation, is a Minnesota-based company that manufactures ground support equipment for the aviation industry. The late Frank Stinar founded Stinar Corp. in 1946. Stinar's products are used to load, service, and maintain all types of aircraft for both government and commercial applications. The company's corporate headquarters and its 40,000 square foot manufacturing facility are in Eagan, Minnesota. On June 29, 1998, Oakridge Holdings, Inc. (OTCMKTS:OKRGQ), a publicly held Minnesota-based company, became the new owner of Stinar. Currently, Stinar is the only asset of Oakridge Holdings. The largest shareholders of Oakridge Holdings is Robert Harvey who holds approximately 21% of the outstanding shares. Oakridge Holdings and operating unit Stinar HG filed bankruptcy Chapter 11 petitions (Bankr. D. Minn. Case Nos. 17-31669 and 17-31670, respectively) on May 22, 2017. Robert C. Harvey, CEO & president, signed the petitions. At the time of filing, debtor Oakridge Holdings disclosed total assets of $990,237 and total liabilities of $2.17 million, while debtor Stinar HG disclosed total assets of $8.22 million and total liabilities of $2.91 million. The cases are assigned to Judge Kathleen H Sanberg. The Debtors are represented by Kenneth Edstrom, Esq., at Sapientia Law Group. ONSITE TEMP: Names Morris Anderson's Tim Shaffer as CRO ------------------------------------------------------- Onsite Temp Housing Corporation seeks authorization from the U.S. Bankruptcy Court for the District of Arizona to employ Timothy H. Shaffer of Clotho Corporate Recovery LLC, Morris Anderson & Associates as chief restructuring officer, effective April 28, 2017. The Debtor requires the CRO to: (a) evaluate the Debtor's businesses, assets and liabilities; (b) restructure and reorganize the Debtor if possible; (c) manage and operate the Debtor, including having control over all of the bank accounts, money and other assets of the Company, for the Term of this Agreement; (d) make decisions regarding the continued employment of any employees of the Debtor; (e) evaluate and decide whether to file or proceed with any pending Chapter 11 Plans of Reorganization; (f) decide whether to retain or continued the employment of any lawyers, accountants or other professionals for the Debtor; (g) evaluate any potential claims or causes of action belonging to the Bankruptcy Estate and any potential claims and causes of action belonging to the Debtor; (h) file any claims or causes of action he determines to be appropriate and in the best interest of the Bankruptcy Estate and its creditors; (i) negotiate and settle claims and causes of action against other persons and which any person may have against the Company; (j) file any reports or other documents with the Bankruptcy Court as may be required by the Bankruptcy Code, the Bankruptcy Rules or the Office of the U.S. Trustee; and (k) investigate the business affairs and operations of the Company and its relationships and transactions with any person as he may deem appropriate in the sole exercise of his business judgment. Mr. Shaffer will act as CRO at an hourly rate of $350. Mr. Shaffer will also be reimbursed for reasonable out-of-pocket expenses incurred. Mr. Shaffer assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. The counsel can be reached at: Timothy H. Shaffer MBA CIRA CTP CLOTHO CORPORATE RECOVERY LLC MORRIS ANDERSON & ASSOCIATES LTD 6929 N. Hayden Road, C-4 Box 402 Scottsdale, AZ 85250 Tel: (602) 469-5147 E-mail: tshaffer@morrisanderson.com tim@clothoeq.us About Onsite Temp Onsite Temp Housing Corporation, based in Phoenix, Arizona, provides temporary housing solutions to the insurance, construction, mining and natural disaster sectors in the form of RV travel trailers. The Debtor filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 16-10790) on Sept. 20, 2016. In its petition, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The petition was signed by Donald Kaebisch, authorized representative. Judge Paul Sala presides over the case. Harold E. Campbell, Esq., at Campbell & Coombs, P.C. serves as bankruptcy counsel. The Debtor hired Henry and Horne, LLP to provide financial consulting services. No official committee of unsecured creditors has been appointed in the case. OUTSIDE PLANT: Unsecured Creditors to Recoup 25.6% Under New Plan ----------------------------------------------------------------- Outside Plant Damage Recovery, LLC, filed with the U.S. Bankruptcy Court for the District of Colorado a disclosure statement describing its amended plan of reorganization, dated May 19, 2017. Class 5 under the Plan will be comprised of all creditors who hold Allowed Unsecured Claims against the Debtor. Class 5 creditors will receive distributions of not less than 25.6% on an annual basis from the Debtor's Net Available Cash Fund within 30 days. This class is impaired. Payments and distributions under the Plan will be funded by the Debtor's income and operations. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/cob16-20629-101.pdf About Outside Plant Outside Plant Damage Recovery, LLC d/b/a Paragon Risk Management Group filed a Chapter 11 bankruptcy petition (Bankr. D.CO. Case No. 16-20629) on October 28, 2016. The Hon. Thomas B. McNamara presides over the case. Adams Law, LLC represents the Debtor as counsel. In its petition, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. The petition was signed by Joseph Fanciulli, owner. The Office of the U.S. Trustee on Dec. 23 appointed two creditors of Outside Plant Damage Recovery, LLC, to serve on the official committee of unsecured creditors. The Committee members are Angela N. Frazier, Esq., for Cox Communications, Inc., and Barry W. King, MBA, J.D., for Charter Communications. PALATIAL INVESTMENT: July 11 Disclosure Statement Hearing --------------------------------------------------------- Judge Eddward P. Ballinger Jr. of the U.S. Bankruptcy Court for the District of Arizona will convene a hearing on July 11, 2017, at 11:00 a.m. to consider approval of the disclosure statement filed by Palatial Investment Corp. on May 17, 2017. The Court has set the last day for filing and serving written objections to the disclosure statement five business days prior to the hearing date set for the approval of the disclosure statement. The Troubled Company Reporter previously reported that Class 2 Unsecured Claims -- totaling $22,956.13 -- will be paid from the liquidation of estate assets. This class is impaired by the Plan. The funds necessary for the satisfaction of approved and allowed claims will be derived from the Debtor's liquidation of estate assets, including the recovery of damages in any pending or contemplated civil litigation. The Disclosure Statement is available at: http://bankrupt.com/misc/azb15-08730-201.pdf About Palatial Investment Corp. Palatial Investment Corp., filed a Chapter 11 bankruptcy petition (Bankr. D. Ariz. Case No. 15-08730) on July 14, 2015, disclosing under $1 million in both assets and liabilities. The petition was filed pro se. The Debtor hires Weinberger Law as special counsel. PANDA TEMPLE: Claim Filing Deadline Set for June 28 --------------------------------------------------- The Hon. Laurie Selber Silverstein of the U.S. Bankruptcy Court for the District of Delaware set June 28, 2017, at 5:00 p.m. (Prevailing Eastern Time), as the deadline for any person or entity to file proofs of claim against Panda Temple Power LLC and Panda Temple Power Intermediate Holdings II LLC. Judge Silverstein also set Oct. 16, 2017, at 5:00 p.m. (Prevailing Eastern Time) as last day for governmental units to file their claims against the Debtors. All proofs of claim must be file at: Panda Temple Claims Processing Center c/o Prime Clerk LLC 830 3rd Avenue, 3rd Floor New York, NY 10022 About Panda Temple Panda Temple Power, LLC and Panda Temple Power Intermediate Holdings II, LLC filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-10839) on April 17, 2017. Panda Temple Power, LLC ("Temple I"), owns the Panda Temple I Generating Station, a clean, natural gas-fueled, 758-megawatt combined-cycle electric generating facility located in Temple, Texas. The Temple I Project utilizes advanced emissions-control technology, making it one of the cleanest natural gas-fueled power plants in the United States. Employing "quick start" turbines, which can achieve 50% power production in 10 minutes and a full baseload capacity in 30 minutes, the Temple I Project can supply the power needs of up to 750,000 homes. The Temple I Project was originally financed with approximately $377 million of secured debt and $375 million of equity. Approximately $100 million of the equity investment was provided by Panda Funds, with the remaining $275 million provided by third party co-investors. Construction of the Temple I Project began in July 2012 and commercial operations commenced in July 2014. In March 2015, the original secured debt was refinanced with approximately $400 million of secured debt under the Prepetition Credit Agreement. Panda Temple Power Intermediate Holdings II, LLC is a holding company with no assets other than its ownership interests in Temple I. In 2016, the Debtors' total revenue from energy sales was approximately $71.9 million and its EBITDA was $17.8 million. The cases are pending before the Honorable Laurie Selber Silverstein. The Debtors have hired Richards, Layton & Finger, P.A. and Latham & Watkins LLP as attorneys; Ducera Partners LLC as financial advisors; and Prime Clerk LLC as claims and noticing agent. The Office of the U.S. Trustee on May 3, 2017, disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Panda Temple Power, LLC. PANDA TEMPLE: Proposes Plan to Exit Chapter 11 Protection --------------------------------------------------------- Panda Temple Power, LLC, and its parent Panda Temple Power Intermediate Holdings II, LLC filed with the U.S. Bankruptcy Court in Delaware their proposed plan to exit Chapter 11 protection. Under the plan, if holders of Class 5 general unsecured claims vote to accept the plan, each of them will receive its pro rata share of the "general unsecured claims cash amount," provided the pre-bankruptcy lenders holding unsecured deficiency claims tied to the credit agreement dated March 6, 2015, will not receive any recovery from the general unsecured claims cash amount. General unsecured claims cash amount means the lesser of (i) $150,000 and (ii) the aggregate allowed amount of general unsecured claims, excluding the unsecured deficiency claims, according to the plan. Meanwhile, if holders of Class 5 claims vote to reject the plan, each of them will receive its pro rata share of the "New Class A CVRs," provided that the pre-bankruptcy lenders holding unsecured deficiency claims will not receive any recovery from the New Class A CVRs. The restructuring plan contemplates certain transactions, which include the payment of allowed "DIP facility claims" in full in cash from the proceeds of exit loan. Panda Temple had previously received court approval to borrow up to $15 million under a debtor-in-possession facility credit agreement dated April 28, 2017, to get the companies through bankruptcy. The court order put in place certain restructuring milestones, including the filing of the plan and disclosure statement no later than May 26, and the confirmation of the plan no later than August 8. All cash necessary for Panda Temple and its parent to make payments under the plan will be obtained from their respective cash balances, including cash from operations, and the exit loan, according to the companies' disclosure statement filed on May 23. A copy of the disclosure statement is available for free at: https://is.gd/P4ov1w About Panda Temple Panda Temple Power, LLC and Panda Temple Power Intermediate Holdings II, LLC filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-10839) on April 17, 2017. Panda Temple Power, LLC ("Temple I"), owns the Panda Temple I Generating Station, a clean, natural gas-fueled, 758-megawatt ombined-cycle electric generating facility located in Temple, Texas. The Temple I Project utilizes advanced emissions-control technology, making it one of the cleanest natural gas-fueled power plants in the United States. Employing "quick start" turbines, which can achieve 50% power production in 10 minutes and a full baseload capacity in 30 minutes, the Temple I Project can supply the power needs of up to 750,000 homes. The Temple I Project was originally financed with approximately $377 million of secured debt and $375 million of equity. Approximately $100 million of the equity investment was provided by Panda Funds, with the remaining $275 million provided by third party co-investors. Construction of the Temple I Project began in July 2012 and commercial operations commenced in July 2014. In March 2015, the original secured debt was refinanced with approximately $400 million of secured debt under the Prepetition Credit Agreement. Panda Temple Power Intermediate Holdings II, LLC is a holding company with no assets other than its ownership interests in Temple I. In 2016, the Debtors' total revenue from energy sales was approximately $71.9 million and its EBITDA was $17.8 million. The cases are pending before the Honorable Laurie Selber Silverstein. The Debtors hired Richards, Layton & Finger, P.A. and Latham & Watkins LLP as legal counsel; Latham & Watkins LLP, Inc. as co-counsel; Ducera Partners LLC as financial advisor; and Prime Clerk LLC as claims and noticing agent and administrative advisor. No official committee of unsecured creditors has been appointed. PARK HOTELS: Egan-Jones Lowers Sr. Unsecured Ratings to BB+ ----------------------------------------------------------- Egan-Jones Ratings, on May 17, 2017, downgraded the local currency and foreign currency senior unsecured ratings on debt issued by Park Hotels & Resorts Inc./Old to BB+ from BBB-. Based in McLean, Virginia, Park Hotels & Resorts Inc. is a lodging real estate company. The company has a portfolio of hotels and resorts. The company operates through ownership segment, which includes all of its hotel properties. PEN INC: CEO Holds 31% of Class A Common Stock as of May 23 ----------------------------------------------------------- Scott E. Rickert, CEO, director and chairman of PEN Inc., disclosed that as of May 23, 2017, he beneficially owns 520,090 shares of Class A common stock of PEN Inc. representing 31 percent of the shares outstanding. Eleven thousand and nine hundred twenty four shares of Class B common stock are held directly. The rest of the subject securities are held by Rickert Family, Limited Partnership an entity for which Mr. Rickert is the general partner has sole voting and dispositive control. Mr. Rickert disclaims beneficial ownership of two-thirds of the shares held by the partnership for which he does not have pecuniary interest and this filing should not be construed as an admission that the reporting person is the beneficial owner of these securities. During the last 60 days, Mr. Rickert acquired 43,910 shares of Class A common stock as a result of the partnership's purchase at a price of $0.38 per share in a private transaction on May 23, 2017, per share, and on April 28, 2017, he was awarded 5,974 shares of Class B common stock as a director's fee for attending a board meeting of the Company and for accrued board fees valued based on the closing price that day of $1.30 per share. The Class B common stock is convertible share for share at any time at holder's option into Class A common stock of Company and is subject to mandatory conversion under certain circumstances. The Class B common stock held by the partnership was received on Aug. 27, 2014, under the Agreement and Plan of Merger and Exchange, dated March 10, 2014, as amended, among Applied Nanotech Holdings, Inc., PEN Inc., NanoMerger Sub Inc., NanoHolding Inc., and Carl Zeiss, Inc. The class B stock of NanoHolding was received in exchange for Units of Class B membership interest in Nanofilm, Ltd. that had been held since the formation of Nanofilm, Ltd. in 1995. Mr. Rickert disclosed he does not have any present plans or proposals that relate to or would result in: (a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Company; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company's business or corporate structure; (g) changes in the Company's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Company to be de- listed from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act; or (j) any action similar to any of those enumerated above. A full-text copy of the Schedule 13D/A is available for free at: https://is.gd/ZUgBX8 About Pen Inc. Headquartered in Miami, Florida, PEN develops, commercializes and markets consumer and industrial products enabled by nanotechnology that solve everyday problems for customers in the optical, transportation, military, sports and safety industries. The Company's primary business is the formulation, marketing and sale of products enabled by nanotechnology including the ULTRA CLARITY brand eyeglass cleaner, CLARITY DEFOGIT brand defogging products and CLARITY ULTRASEAL nanocoating products for glass and ceramics. The Company also sells an environmentally friendly surface protector, fortifier, and cleaner. The Company's design center conducts product development services for government and private customers and develops and sells printable inks and pastes, thermal management materials, and graphene foils and windows. PEN was formed in 2014, and is the successor to Applied Nanotech Holdings Inc. that had been formed in 1989. In the combination that created PEN, Nanofilm, Ltd. acquired Applied Nanotech Holdings, Inc. The Company's principal operating segments coincide with its different business activities and types of products sold. This is consistent with the Company's internal reporting structure. PEN Inc. reported a net loss of $556,001 on $8.11 million of total revenues for the year ended Dec. 31, 2016, compared to a net loss of $1.86 million on $9.68 million of total revenues for the year ended Dec. 31, 2015. As of March 31, 2017, Pen Inc. had $3.11 million in total assets, $3.54 million in total liabilities, and a total stockholders' deficit of $432,374. Salberg & Company, P.A., in Boca Raton, Florida, issued a "going concern" qualification on the financial statements for the year ended Dec. 31, 2016, citing that the Company has a net loss in 2016 of $556,001, and has an accumulated deficit, stockholders' deficit and working capital deficit of $5,900,167, $578,096 and $1,072,691, respectively, at Dec. 31, 2016. These matters raise substantial doubt about the Company's ability to continue as a going concern. PEN INC: Ronald Berman Owns 14% Class A Shares as of May 23 ----------------------------------------------------------- Ronald J. Berman disclosed in an amended Schedule 13D filed with the Securities and Exchange Commission that as of May 23, 2017, he beneficially owns 231,997 shares of Class A common stock of PEN Inc. representing 14 percent of the shares outstanding. Mr. Berman is practicing law as a sole practitioner at 800 Village Square Crossing, Palm Beach Gardens, FL 33410. During the last 60 days, Mr. Berman acquired 131,731 shares in a private purchase on May 23, 2017, at a per share price of $0.38 per share, and on April 28, 2017, he was awarded 3,077 shares as a director's fee for attending a board meeting of the issuer and for accrued board fees valued based on the closing price that day of $1.30 per share. Mr. Berman said he does not have any present plans or proposals that relate to or would result in: (a) the acquisition by any person of additional securities of PEN Inc., or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present board of directors or management of the Company; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company's business or corporate structure; (g) changes in the Company's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Company to be de-listed from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act; or (j) any action similar to any of those enumerated above. A full-text copy of the regulatory filing is available at: https://is.gd/NYnuJk About PEN Inc. Headquartered in Miami, Florida, PEN develops, commercializes and markets consumer and industrial products enabled by nanotechnology that solve everyday problems for customers in the optical, transportation, military, sports and safety industries. The Company's primary business is the formulation, marketing and sale of products enabled by nanotechnology including the ULTRA CLARITY brand eyeglass cleaner, CLARITY DEFOGIT brand defogging products and CLARITY ULTRASEAL nanocoating products for glass and ceramics. The Company also sells an environmentally friendly surface protector, fortifier, and cleaner. The Company's design center conducts product development services for government and private customers and develops and sells printable inks and pastes, thermal management materials, and graphene foils and windows. PEN was formed in 2014, and is the successor to Applied Nanotech Holdings Inc. that had been formed in 1989. In the combination that created PEN, Nanofilm, Ltd. acquired Applied Nanotech Holdings, Inc. The Company's principal operating segments coincide with its different business activities and types of products sold. This is consistent with the Company's internal reporting structure. PEN Inc. reported a net loss of $556,001 on $8.11 million of total revenues for the year ended Dec. 31, 2016, compared to a net loss of $1.86 million on $9.68 million of total revenues for the year ended Dec. 31, 2015. As of March 31, 2017, PEN Inc. had $3.11 million in total assets, $3.54 million in total liabilities, and a total stockholders' deficit of $432,374. Salberg & Company, P.A., in Boca Raton, Florida, issued a "going concern" qualification on the financial statements for the year ended Dec. 31, 2016, citing that the Company has a net loss in 2016 of $556,001, and has an accumulated deficit, stockholders' deficit and working capital deficit of $5,900,167, $578,096 and $1,072,691, respectively, at Dec. 31, 2016. These matters raise substantial doubt about the Company's ability to continue as a going concern. PETSMART INC: Bank Debt Trades at 6% Off ---------------------------------------- Participations in a syndicated loan under Petsmart Inc is a borrower traded in the secondary market at 94.04 cents-on-the-dollar during the week ended Friday, May 19, 2017, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.63 percentage points from the previous week. Petsmart Inc pays 300 basis points above LIBOR to borrow under the $4.246 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 19. PITTSFIELD DEVT.: $16M Offer for 33% of Building to Open Auction ---------------------------------------------------------------- Judge Jacqueline P. Cox of the U.S. Bankruptcy Court for the Northern District of Illinois authorized Pittsfield Development, LLC's procedures in connection with the sale of its interest in the Pittsfield Building at 55 East Washington, Chicago, consisting of all basement and sub-basement levels, the ground floor, part of floor 22, and floors 23-40, to Pioneer Acquisitions, LLC, for $16,500,000, subject to overbid. The deadline for submitting bids for the Pittsfield Property is June 22, 2017 at 5:00 p.m. (PCT). No bid will be deemed to be a Qualified Bid or otherwise considered for any purposes unless such bid meets the requirements set forth in the Motion. The Debtor may sell the Pittsfield Property by conducting an Auction in accordance with the Sale Procedures set forth in the Motion. The Sale Hearing will be held before the Court on June 29, 2017, at 10:00 a.m. (PCT) or as on thereafter as counsel and interested parties may be heard. The procedures set forth in the Motion for assuming and assigning Contracts is approved. Objections to the sale of the Pittsfield Property, or the relief requested in the Motion must be filed no later than 5:00 p.m. (PCT) on June 28, 2017, or such later date and time as the Debtor may agree. Pioneer Acquisitions is designated as the "stalking horse" bidder for the Pittsfield Property. Pioneer Acquisitions is deemed a Qualified Bidder and the APA is a Qualified Bid and without the need for any further action by Purchaser, it is eligible to participate in the Auction. If the Debtor does not receive any higher or better offers, and all other conditions to closing are met, including entry of an order approving the APA and an order acceptable to the parties authorizing the sale, the Debtor and the Purchaser will be authorized to consummate the transaction contemplated in the APA and the Motion. The Break-up Fee is approved as follows: The Break-up Fee will be in an amount equal to $100,000, which will be payable to Purchaser if (i) Purchaser has not defaulted on any of its obligations under the APA and remains ready, willing and able to close on the sale of the Pittsfield Property in the amount of its bid, as set forth in the APA or at the Auction; (ii) the Purchaser is not the Winning Bidder; and (iii) the Debtor consummates the sale of the Pittsfield Property to an entity unrelated to the Purchaser and receives the sale proceeds related to such sale. The amount of the Break-up Fee constitutes reimbursement of the Purchaser' fees and other expenses incurred in connection with this transaction; if payment of the Break-Up Fee is triggered, it will constitute an allowed administrative expense of the Debtor's estate, pursuant to Bankruptcy Code Sections 503(b) and 507(a)(2). The stays provided for in Bankruptcy Rules 6004(h) and 6006(d) are waived and the Sale Procedures Order will be effective immediately upon its entry. A copy of the Motion is available for free at: http://bankrupt.com/misc/Pittsfield_Development_64_Sales.pdf About Pittsfield Development Pittsfield Development LLC, owner of approximately one-third of the Pittsfield Building at 55 East Washington, Chicago, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ill. Case No. 17-09513) on March 26, 2017. Robert Danial, manager, signed the petition. The Debtor disclosed total assets of $2.34 million and total liabilities of $8.76 million. The Hon. Jacqueline P. Cox presides over the case. Factor Law serves as counsel to the Debtor. PLAIN LEASING: Wants to Use Bank's Cash Collateral Through July 31 ------------------------------------------------------------------ Plain Leasing, Inc., asks for permission from the U.S. Bankruptcy Court for the Central District of California to use of Bank of Hope's cash collateral through July 31, 2017, pursuant to the terms of a stipulation with the bank. A hearing on the Debtor's request is set for June 28, 2017, at 11:00 a.m. The Debtor and the Bank have entered into a stipulation for use of cash collateral. The Debtor is in the business of renting out trucks and chassis and the Debtor's assets consist of trucks and chassis, which the Debtor rents out to third parties through rental and lease 12 agreements. Rental and lease income is the sole source of the Debtor's income. The Bank has a blanket lien on all of the Debtor's assets, including cash. Prepetition, the Debtor's loan from the Bank had a balance of no less than $1,328,149. That balance is secured by all of the Debtor's assets, including trucks, chassis and rental and lease income. All of the Debtor's cash and proceeds generated by the Prepetition Collateral is cash collateral of the Bank. As a result of the Bank's liens upon, and security interests in, the Prepetition Collateral, the Debtor is unable to use the cash collateral without the consent of Bank or the authorization of the Court after notice and a hearing. The Debtor requests entry of an order of the Court approving the Stipulation to allow the Debtor the use of cash collateral for the preservation of the bankruptcy estate, and the maintenance and continued operation of the Debtor's business. Pursuant to the Stipulation, as for adequate protection of the Bank's interest in and consent to use of the cash collateral and as security for the Debtor's performance under this Stipulation, the Debtor will make the regular monthly payments in the aggregate amount of not less than $30,366 as they come due under the Lease Documents. As protection for the interests of the Bank to the Debtor's use of the cash collateral as set forth in the Stipulation: a. the Bank is granted a replacement lien on the rents, proceeds and profits of the Prepetition Collateral, with the Replacement Lien being a perfected security interest in and to the Postpetition Collateral having the same extent, validity and priority the Bank had in the Prepetition Collateral on the Petition Date; b. under Section 507(b) of the Bankruptcy Code, if the protection granted is insufficient to satisfy in full the claims of the Bank, the Bank will be granted an allowed claim under Section 503 (b) of the Bankruptcy Code in the amount of any insufficiency. The claim will have the super-priority provided by Section 507(b) of the Bankruptcy Code, and no claim for costs or expenses of administration that have been or may be incurred in this case, any conversion of this case to a case under Chapter 7 of the Bankruptcy Code, or otherwise, and no priority claims, are or will be senior to or on a parity with any claim of the Bank, subject only to fees payable to the U.S. Trustee under 28 U.S.C. Section 1930 and fees or costs owing to the Clerk of the Court. The Budget provides for the sales, gross profit, and net income for the period March 2017 to August 2017: March April May June July Aug ----- ----- --- ---- ---- --- Total Sales $80,050 $80,050 $80,050 $80,050 $80,050 $80,050 Total Cost of Sales $25,558 $25,560 $25,562 $25,564 $25,566 $25,668 Other Income (Sub-Lease) $5,000 $5,000 $5,000 $5,000 $5,000 $5,000 Gross Profit $44,187 $44,187 $44,187 $44,187 $44,187 $44,187 Total S, G&A $40,403 $40,403 $40,403 $40,403 $40,403 $40,403 Operating Income (Loss) $3,784 $3,784 $3,784 $3,784 $3,784 $3,784 Net Income $3,784 $3,784 $3,784 $3,784 $3,784 $3,784 A copy of the motion is available at: http://bankrupt.com/misc/cacb17-12539-51.pdf About Plain Leasing Plain Leasing, Inc., in the business of renting out trucks and chassis, filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 17-12539) on March 2, 2017, estimating under $1 million in both assets and liabilities. The Debtor's counsel is Joon M. Khang, Esq., at Khang & Khang LLP. POSITRON CORP: Gets Court Approval of Plan to Exit Bankruptcy ------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas approved the plan proposed by Positron Corporation to exit Chapter 11 protection. The court on May 23 gave the thumbs-up to the restructuring plan after finding that it satisfied the requirements for confirmation under section 1129 of the Bankruptcy Code. In the same filing, the court also gave final approval to the disclosure statement, which it conditionally approved on March 31. Under the plan, general unsecured creditors will recover approximately 5% of their allowed claims. These creditors will receive equal monthly payments over a period of 36 months following the effective date of the plan. About Positron Corporation Headquartered in Fishers, Indiana, Positron Corporation is a molecular imaging company focused on nuclear cardiology. Three alleged creditors filed an involuntary Chapter 11 petition (Bankr. N. D. Texas Case No. 15-50205) on August 28, 2015. The petitioning creditors are DX LLC, Moress LLC, and Jason and Suzanne Kitten. The creditors are represented by Max R. Tarbox, Esq., at Tarbox Law P.C. and Daniel Zamudio, Esq., at Zamudio Law Professionals P.C. Meanwhile, the Debtor hired Jeff Carruth, Esq., at Weycer, Kaplan, Pulaski & Zuber, P.C. as its legal counsel. On September 7, 2016, an order of relief under Chapter 11 of the Bankruptcy Code was entered in the case with respect to Positron. As of Sept. 30, 2015, Positron had $1.52 million in total assets, $3.10 million in total liabilities and a total stockholders' deficit of $1.58 million. No Chapter 11 trustee or committee of unsecured creditors has been appointed in the case. On March 6, 2017, the Debtor filed a disclosure statement, which explains its Chapter 11 plan of reorganization. The plan proposes to pay Class 5 general unsecured creditors 5% of their allowed claims. These creditors will receive equal monthly payments over 60 months following the effective date of the plan. PRESCOTT VALLEY: Hires Globic Advisors as Tabulation Agent ---------------------------------------------------------- Prescott Valley Events Center, LLC, J A Flats, Inc. and J A Flats II, Inc. seek authorization from the U.S. Bankruptcy Court for the District of Arizona to employ Globic Advisors as information and tabulation agent for the proposed plan of reorganization and disclosure statement anticipated to be filed jointly by the Debtors on June 2, 2017. The Debtors require Globic Advisors to: (a) provide assistance in the crafting of language to be used in communicating the solicitation to bondholders, working closely with you and the working group and focusing on the mechanical aspects of the documents, which will include the drafting of ancillary documents including a cover letter specific to a retail population and ballots; (b) provide assistance in developing the mechanical aspects of the solicitation strategy; (c) transmit the solicitation to the Depository Trust Company, its Participant Banks, and bondholders; (d) provide a help-line to handle questions from holders, Custodians, Clearing Systems, Brokers, and any other Intermediaries; (e) design a call campaign to insure all holders received the solicitation materials and to prompt the holders to timely respond to them; (f) monitor the responses of each broker and bank holding securities on behalf of their customers. Globic Advisors also coordinate with "back-offices" of other brokerage and banking companies whose customers hold the securities; and (g) tabulate the ballots and present a final tabulation certificate. The compensation to be paid to Globic Advisors for solicitation and tabulation is $10,000. Out-of-pocket expenses are separately billed and printing and mailing costs are not included. Wells Fargo Bank, N.A. agreed to pay Globic's fees and out-of-pocket expenses, and these fees and costs will not be an administrative burden to the Debtors' estates. Robert Stevens, director of Globic Advisors, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. Globic Advisors can be reached at: Robert Stevens GLOBIC ADVISORS 880 Third Avenue, 12th Floor New York, NY 10022 Tel: (212) 227-9699 Fax: (212) 271-3252 About Prescott Valley Events Center Prescott Valley Events Center, LLC, was formed in 2005 to construct and operate a multi-purpose sports and entertainment arena known as the Prescott Valley Events Center in Prescott Valley, Arizona. The Center opened in 2006 and plays host to concerts, community events, trades shows, and sporting events, including several high school championships. Until 2014, the Center served as the home of the Arizona Sundogs (CHL) ice hockey team. The Center's seating capacity is 6,200 for concerts, 4,810 for hockey, and 5,100 for basketball. The original members of PVEC were Prescott Valley Signature Entertainment, LLC, and Global Entertainment Corporation, which each owned 50 percent of the membership interests in PVEC. PVEC sought Chapter 11 protection in Prescott, Arizona (Bankr. D.Ariz. Case No. 15-10356) on Aug. 14, 2015. The case is assigned to Judge Madeleine C. Wanslee. The Debtor tapped Carolyn J. Johnsen, Esq., and William Novotny, Esq., at Dickinson Wright PLLC, in Phoenix, as counsel. The Debtor estimated $10 million to $50 million in assets and $50 million to $100 million in debt. QUALITY CONSERVATION: Hires EisnerAmper as Accountant ----------------------------------------------------- Quality Conservation Services, Inc. seeks authorization from the U.S. Bankruptcy Court for the District of New Jersey to employ EisnerAmper LLP as accountant. The Debor requires EisnerAmper to: -- assist the Debtor in financial reporting to the Court and U.S. Trustee; -- prepare tax returns; -- advise as to the formulation of a plan of reorganization; and -- provide other services as may be requested by the Debtor or its counsel during the course of the Chapter 11 case. EisnerAmper will be paid at these hourly rates: Partners/Directors $480-$610 Managers/Senior Managers $320-$475 Associates/Seniors $185-$310 Paraprofessionals $125-$180 EisnerAmper will also be reimbursed for reasonable out-of-pocket expenses incurred. Allen D. Wilen, partner of EisnerAmper, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. EisnerAmper can be reached at: Allen D. Wilen EISNERAMPER LLP 111 Wood Avenue South Iselin, NJ 08830 Tel: (732) 243-7386 About Quality Conservation Founded in 1997, Quality Conservation Services, Inc. -- www.qualityconservationservices.com -- is a mid-sized organization in the special trade contractors industry located in Oak Ridge, New Jersey. The Company and its affiliate sought bankruptcy protection on May 2, 2017 (Bankr. D. N.J, Case No. 17-19063). The petition was signed by Samuel Galpin, chief executive officer. The Hon. Vincent F. Papalia presides over the case. The Debtors listed total estimated assets of $1 million to $10 million and total estimated liabilities of $1 million to $10 million. Norris Mclaughlin & Marcus, PA serves as lead bankruptcy counsel to the Debtors, and Morris S. Bauer, Esq. serves as local counsel. QUANTUM CORP: Appoints CapriVentures CEO to Board of Directors -------------------------------------------------------------- Mr. Alex Pinchev, founder and chief executive officer of CapriVentures LLC has been appointed to the Board of Directors of Quantum Corporation effective May 31, 2017, according to a Form 8-K report filed with the Securities and Exchange Commission. Mr. Pinchev was appointed to the Board pursuant to the terms of the settlement agreement, dated as of March 2, 2017, between VIEX Capital Advisors, LLC and the Company. Mr. Pinchev has been appointed to the Company's leadership and compensation committee. As a Member of the Board of Directors, and under the current Board compensation program, Mr. Pinchev's retainer will be $50,000 per annum, all of which will be paid in cash. His committee membership and committee retainer will be determined following your appointment. The retainers are generally paid in quarterly installments. Quantum will also reimburse Mr. Pinchev for any reasonable travel or incidental expenses associated with performing his duties as a Board member. He will participate in the Company's standard compensation and benefits program for outside directors. In addition, Mr. Pinchev entered into the Company's Director Change of Control Agreement and the Company's Indemnification Agreement. There are no related party transactions between the Company and Mr. Pinchev (or any immediate family member thereof) requiring disclosure under Item 404(a) of Regulation S-K. Pursuant to the terms of the Settlement Agreement, in connection with the appointment of Mr. Pinchev, Mr. David Roberson resigned from the Board, effective May 31, 2017. The Company said it had no disagreements with Mr. Roberson. About Quantum Corp. Based in San Jose, California, Quantum Corp. (NYSE:QTM) -- http://www.quantum.com/-- is a storage company specializing in backup, recovery and archive. Quantum provides a comprehensive, integrated range of disk, tape, and software solutions supported by a world-class sales and service organization. Quantum reported net income of $3.64 million on $505.34 million of total revenue for the year ended March 31, 2017, compared to a net loss of $76.39 million on $475.95 million of total revenue for the year ended March 31, 2016. As of March 31, 2017, Quantum Corp had $225.02 million in total assets, $341.02 million in total liabilities and a stockholders' deficit of $115.99 million. QUANTUM CORP: Swings to $3.64 Million Net Income for Fiscal 2017 ---------------------------------------------------------------- Quantum Corporation filed with the Securities and Exchange Commission its annual report on Form 10-K disclosing net income of $3.64 million on $505.3 million of total revenue for the year ended March 31, 2017, compared to a net loss of $76.39 million on $475.95 million of total revenue for the year ended March 31, 2016. As of March 31, 2017, Quantum Corp had $225.02 million in total assets, $341.02 million in total liabilities and a stockholders' deficit of $115.99 million. "Our level of indebtedness presents significant risks to our business and investors, both in terms of the constraints that it places on our ability to operate our business and because of the possibility that we may not generate sufficient cash and results of operations to remain in compliance with our covenants and pay the principal and interest on our indebtedness as it becomes due," the Company said in the report. "The recent weakness we have seen in the general storage and backup market, and the resulting underperformance of our data protection business, which is the primary driver of our overall cash flow and operating income, has placed increased pressure on our ability to meet our liquidity and fixed charge coverage ratio covenants. We have taken steps and are making changes to our business designed to ensure that our results of operations are sufficient to meet these covenants, but if we are not successful in implementing these changes or our results turn out to be lower than expected, we may violate a covenant, which could result in a default under our credit facility agreements. "Our ability to make scheduled payments of the principal of, to pay interest on or to refinance our indebtedness, including the convertible notes, or to make cash payments in connection with our convertible notes or our credit facility, depends on our future performance, which is subject to economic, financial, competitive and other factors beyond our control. Further, as our indebtedness reaches maturity, we will be required to make large cash payments or adopt one or more alternatives, such as restructuring indebtedness or obtaining additional debt or equity financing on terms that may be onerous or highly dilutive. Our ability to restructure or refinance our indebtedness will depend on the capital markets and our financial condition at such time. We may be unable to incur additional debt or refinance our existing debt on acceptable terms, if at all. "Our credit facility is collateralized by a pledge of substantially all of our assets. If we were to default and were unable to obtain a waiver for such a default, the lenders would have a right to foreclose on our assets in order to satisfy our obligations under these agreements. Any such action on the part of the lenders against us could have a materially adverse impact on our business, financial condition and results of operations." As of March 31, 2017, the Company had $13.0 million of cash and cash equivalents which is comprised of cash deposits. "We continue to focus on improving our operating performance, including efforts to increase revenue and to continue to control costs in order to improve margins, return to consistent profitability and generate positive cash flows from operating activities. We believe that our existing cash and capital resources will be sufficient to meet all currently planned expenditures, debt service, contractual obligations and sustain operations for at least the next 12 months. This belief is dependent upon our ability to achieve gross margin projections and to control operating expenses in order to provide positive cash flow from operating activities." A full-text copy of the Form 10-K is available for free at: https://is.gd/pPIFMy About Quantum Corp. Based in San Jose, California, Quantum Corp. (NYSE:QTM) -- http://www.quantum.com/-- is a storage company specializing in backup, recovery and archive. Quantum provides a comprehensive, integrated range of disk, tape, and software solutions supported by a world-class sales and service organization. QUANTUM CORP: Will Hold Annual Meeting on August 23 --------------------------------------------------- Quantum Corporation announced that its annual meeting for the fiscal year ending March 31, 2017, will take place on Aug. 23, 2017. All deadlines for submission of stockholder proposals, notice of stockholder business to be presented at the 2017 Annual Meeting and director nominations are as disclosed in the Company's proxy statement for the Company's annual meeting of stockholders for the fiscal year ended March 31, 2016, which was filed with the Securities and Exchange Commission on March 6, 2017. About Quantum Corp. Based in San Jose, California, Quantum Corp. (NYSE:QTM) -- http://www.quantum.com/-- is a storage company specializing in backup, recovery and archive. Quantum provides a comprehensive, integrated range of disk, tape, and software solutions supported by a world-class sales and service organization. Quantum reported net income of $3.64 million on $505.3 million of total revenue for the year ended March 31, 2017, compared to a net loss of $76.39 million on $475.95 million of total revenue for the year ended March 31, 2016. As of March 31, 2017, Quantum Corp had $225.0 million in total assets, $341.0 million in total liabilities, and a stockholders' deficit of $116.0 million. QUOTIENT LIMITED: Incurs $85 Million Net Loss for Fiscal 2017 ------------------------------------------------------------- Quotient Limited filed with the Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of US$85.06 million on US$22.22 million of total revenue for the year ended March 31, 2017, compared to a net loss of US$33.87 million on US$18.52 million of total revenue for the year ended March 31, 2016. As of March 31, 2017, Quotient Limited had US$109.97 million in total assets, US$134.06 million in total liabilities and a total shareholders' deficit of US$24.09 million. Since the Company's commencement of operations in 2007, it has incurred net losses and negative cash flows from operations. As of March 31, 2017, the Company had an accumulated deficit of US$193.3 million. The increase in the Company's use of cash during the years ended March 31, 2017, and March 31, 2016, was primarily attributable to its investment in the development of MosaiQ and increased corporate costs, including costs related to being a public company. Ernst & Young LLP, in Belfast, United Kingdom, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended March 31, 2017, citing that the Company has recurring losses from operations and planned expenditure exceeding available funding that raise substantial doubt about its ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: https://is.gd/0SeWWS About Quotient Limited Penicuik, United Kingdom-based Quotient Limited is a commercial-stage diagnostics company committed to reducing healthcare costs and improving patient care through the provision of innovative tests within established markets. With an initial focus on blood grouping and serological disease screening, Quotient is developing its proprietary MosaiQ technology platform to offer a breadth of tests that is unmatched by existing commercially available transfusion diagnostic instrument platforms. The Company's operations are based in Edinburgh, Scotland; Eysins, Switzerland and Newtown, Pennsylvania. RACKSPACE HOSTING: Fitch Keeps Repriced Term Loan Rating at BB+ --------------------------------------------------------------- Fitch Ratings maintains the 'BB+/RR1' rating on Rackspace Hosting Inc.'s (Rackspace) repriced senior secured term loan B. Rackspace is repricing its term loan B and issuing an incremental $100 million under its existing term loan. The proceeds from the additional issuance along with existing cash will be used to fund the acquisition of TriCore Solutions (TriCore) that was announced on May 25, 2017. Other than the incremental issuance and reducing the pricing, no changes are being made to the credit facility. The Rating Outlook is Positive. Fitch expects the acquisition of TriCore and the incremental debt issuance to have limited impact on Rackspace's credit profile and leverage in the near term; Fitch estimates pro forma total leverage to remain 3.9x. With the acquisition of TriCore, Rackspace expects to strengthen its enterprise cloud management services by enabling management of complex enterprise application; Fitch expects the added capabilities would provide Rackspace with a larger addressable market and cross-selling opportunities. Rackspace expects the acquisition to close during the second quarter of 2017 (2Q17). KEY RATING DRIVERS -- Secular Tailwinds: Fitch expects solid growth across Rackspace's markets, driven by increased outsourcing, growth in workloads across platforms, and customer adoption of hybrid cloud environments. Fitch expects that outsourcing of information technology (IT), which is in relatively early stages, will continue over the longer term, driven by pressured IT budgets and increasing complexity around hybrid cloud environments. Workload growth across cloud platforms and integration of legacy systems should support solid hybrid cloud adoption. -- Strengthening Free Cash Flow (FCF) Profile: Fitch expects Rackspace's FCF profile will strengthen further as it shifts investments to managed cloud services from building out its public cloud, which meaningfully reduces capital intensity. Building out Rackspace's public cloud has driven significant historical capital expenditures and Fitch expects this capital will be reinvested in managed cloud services or made available for debt reduction. As a result, capital spending as a percentage of revenue should decline closer to 15% versus 20%-25% historically. Fitch projects more than $250 million of annual FCF through the forecast period. -- Elevated Leverage: Fitch estimates total leverage (total debt to operating EBITDA) was more than 4x, given $3.2 billion of debt related to the Apollo acquisition and a Fitch forecast of approximately $775 million of operating EBITDA (excluding identified cost synergies) for 2016. However, the Positive Outlook reflects Fitch expectations that Rackspace will use FCF for debt reduction which, along with profitability growth, will result in deleveraging to below 3.5x over 12-18 months. -- Pivot From Public Cloud: Fitch expects Rackspace's public cloud business will be pressured over the longer term as incremental workloads increasingly migrate to meaningfully larger Amazon Web Services (AWS) and Microsoft (Azure). As a result, Fitch expects low single-digit revenue declines through the intermediate term for the public cloud business. Significant capital spending by public cloud operators including AWS and Azure have led to subsequent aggressive price cuts; this has left Rackspace's public cloud less competitive for new workloads, despite higher service levels. Fitch does not anticipate significant customer churn for existing workloads, although Rackspace will focus on leveraging existing customer relationships and providing services for incremental workloads on AWS or Azure. -- Managed Cloud Service Growth: Fitch expects robust revenue growth in managed cloud services from increasing complexity associated with hybrid cloud environments. Fitch believes customers will increasingly embrace third-party service providers to architect, secure and operate optimized dedicated hosting and public and private cloud environments. Fitch believes Rackspace is uniquely positioned within managed cloud services, given leadership positions in dedicated hosting (#1) and public cloud (top 4), domain expertise from a broad set of long-term tenants and scale which enables investments in accreditations with AWS and Azure, and its support strategy. Fitch believes revenue contributions from managed cloud services remain small, given Rackspace only started offering these services at the beginning of 2015, and expects growth to offset declines in the public cloud business over the intermediate term. -- Potential Internalization Threat: Over the longer term, Fitch believes AWS and Azure likely will build out service offerings to compete with partners, including Rackspace, potentially constraining growth or pressuring margins in managed cloud services. Over the nearer term, AWS and Azure should remain focused on building out highly profitable public cloud infrastructure rather than investing in non-core higher service levels. Additionally, AWS and Azure would be challenged to replicate Rackspace's services, particularly in the middle market, given its dedicated hosting and private cloud domain expertise in servicing this fragmented segment. As a result, Fitch believes AWS and Azure expanding cloud services are more likely to accelerate partner stratification or consolidation. KEY ASSUMPTIONS Fitch's key assumptions within the rating case for Rackspace include: -- Mid-single-digit revenue growth, driven by core markets, including dedicated hosting, continuing to grow by mid-single digits. -- Mid- to high-digit revenue decline in Rackspace's public cloud business offset by robust growth in managed cloud services business. -- Operating EBITDA margin should remain in the mid-30s, driven by lower investment intensity and productivity gains partially offset by a shifting sales mix to managed cloud services from public cloud. -- Capital intensity will decline to 15%-17% of revenue from the mid-20% through the intermediate term. -- Rackspace will use available FCF for debt reduction, resulting in total leverage below 3.5x over the next 12-18 months. RATING SENSITIVITIES The ratings could be affirmed with a Stable Outlook if Fitch expects: -- Total leverage will remain closer to 4x through the intermediate term, likely due to incremental debt issuance to support restricted payments or make acquisitions; -- Weaker than expected or more volatile revenue growth through the intermediate term, indicating less robust industry growth or adoption of Rackspace's managed cloud services, potentially in conjunction with greater than anticipated public cloud customer churn. Positive rating actions could occur if Fitch expects: -- Total leverage sustained below 3x from voluntary debt reduction with annual FCF above $250 million; -- Strong adoption of Rackspace's managed cloud services offsetting public cloud churn and stable dedicated hosting and private cloud performance, resulting in mid-single-digit positive organic revenue growth, validating the company's strategy. LIQUIDITY Fitch believes liquidity is sufficient and supported by: -- Approximate $50 million of available cash after TriCore acquisition, a portion of which is located outside the U.S.; -- $225 million undrawn senior secured RCF. Fitch's expectations for more than $250 million of annual FCF also support liquidity. Total debt is $3.3 billion and consists of: -- $2.1 billion of senior secured Term Loan B due Nov. 26, 2023; and -- $1.2 billion of 8.625% senior unsecured notes due Nov. 15, 2024. FULL LIST OF CURRENT RATINGS Fitch currently rates Rackspace as follows: -- Long-Term Issuer Default 'BB-'; -- Senior secured revolving credit facility 'BB+/RR1'; -- Senior secured Term Loan B 'BB+/RR1'; -- Senior unsecured notes 'BB-/RR4'. RACKSPACE HOSTING: Incremental Loan No Impact on Moody's B1 CFR --------------------------------------------------------------- Moody's Investors Service says Rackspace Hosting, Inc.'s B1 corporate family rating ("CFR") is unchanged following its proposed issuance of a $100 million incremental senior secured term Loan B. Proceeds from the facility, along with cash on hand, will be used to fund the acquisition of TriCore Solutions, LLC. Moody's expects the transaction will be leverage neutral (after synergies) and will not materially impact Rackspace's credit profile. All other ratings including the company's stable outlook are also unchanged. The acquisition of TriCore highlights Rackspace's strategic shift to focus on providing managed services. TriCore mainly provides managed service solutions for Enterprise Resource Planning (ERP) applications. The target serves primarily enterprise clients and benefits from stable recurring revenue streams, similar to Rackspace. Combining with Rackspace opens cross-sell opportunities within Rackspace's existing customer base. Moody's also expects Rackspace to extract cost synergies following the integration of TriCore. Rackspace's B1 CFR reflects its strong free cash flow profile driven by stable recurring revenues, steady EBITDA margins and improving capital intensity. The company has a proven track record of organic revenue growth throughout the last five years. In contrast to most IT infrastructure companies of its size, Rackspace has organically built a highly profitable business within a dynamic, capital intensive and rapidly growing industry. Its cost structure is mostly variable, which has allowed margins to remain very consistent despite the company's high growth. Growth via acquisition remains an option for the company but is not a key component of the Rackspace business model. The rating is constrained by Rackspace's relatively small scale in an industry dominated by large and well capitalized companies and the technological and competitive threats inherent in the IT services industry. In addition, the B1 captures Rackspace's high leverage of around 4.5x (Moody's adjusted) and Moody's expectation of an aggressive financial policy given its new private equity ownership structure. Moody's expects Rackspace to have very good liquidity over the next twelve months. The company generates positive cash flow and Moody's expects Rackspace to have full availability under its $225 million secured revolving credit facility. The facility contains a springing maximum net first lien leverage covenant of 3.5x if the facility is more than 30% drawn. The stable outlook reflects Moody's view that Rackspace will maintain its upward growth trajectory and steady margins as well as maintain its competitive position in the market. Moody's expects Rackspace will maintain leverage near or below 4.5x EBITDA (Moody's adjusted). Moody's could upgrade Rackspace's B1 rating if leverage is sustained below 3.5x Debt / EBITDA (Moody's adjusted) and if free cash flow is at least 10% of Moody's adjusted debt. The rating could downgraded if leverage is sustained above 4.5x (Moody's adjusted) or if cash flow deteriorates such that FCF/Debt is less than 5%. In addition, the rating could be downgraded if the company issues debt to return cash to shareholders or if there is deterioration of Rackspace's market position irrespective of its credit metrics. Based in San Antonio, TX., Rackspace is a multinational leader in managed cloud services. The company has a global network and offers broad IT solutions to its clients. The company was purchased by Apollo Global Management in November of 2016. RAIN TREE HEALTHCARE: Names John Edward Brown as Accountant ----------------------------------------------------------- Rain Tree Healthcare of Winston Salem, LLC seeks authorization from the U.S. Bankruptcy Court for the Middle District of North Carolina to employ John Edward Brown, CPA as accountant. The Debtor requires Mr. Brown to: (a) prepare annual corporate income tax returns; (b) provide general accounting needs of Debtor as they arise; and (c) prepare monthly bankruptcy reports. Mr. Brown will be paid at an hourly rate of $150. The accountant will also be reimbursed for reasonable out-of-pocket expenses incurred. Mr. Brown assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. The accountant can be reached at: John Edward Brown, CPA 209 Meadow Crest Drive West Columbia, SC 29172 About Rain Tree Health Care Rain Tree Healthcare of Winston Salem, LLC, is a limited liability corporation headquartered in Charlotte, North Carolina, and is engaged in the management and operation of an adult care home for the mentally and physically disabled in Winston Salem, North Carolina. Rain Tree Healthcare of Winston Salem filed a Chapter 11 petition (Bankr. M.D.N.C. Case No. 17-50375) on April 1, 2017. Reema Owens, managing member/organizer, signed the petition. At the time of filing, the Debtor estimated assets and liabilities between $500,000 and $1 million. The Debtor is represented by Robert Lewis, Jr., Esq., at Gordon & Melun, PLLC. The Assistant U.S. Bankruptcy Administrator, Robert E. Price, Jr., has appointed Victor Orija of the State Long Term Care Ombudsman for the State of North Carolina, as Patient Care Ombudsman for the Debtor. REAM PROPERTIES: Second Amended Disclosure Statement Filed ---------------------------------------------------------- Ream Properties, LLC, filed with the U.S. Bankruptcy Court for the Middle District of Pennsylvania its latest disclosure statement, which explains the company's proposed plan to exit Chapter 11 protection. Under the plan, creditors holding allowed Class 3 unsecured non-priority claims will receive a total payment of $18,000. Unsecured creditors will receive a monthly payment of $300 for a period of 60 months. As part of the plan, all judgment holders would have their respective judgments voided and the judgment amount would be part of the general unsecured class. Specifically, the claim of Thomas and Theresa Hamilton will be offset by any judgment obtained by Ream Properties against the Hamiltons, if any, due to pending litigation between the parties. Payments will be disbursed quarterly by counsel for Ream Properties. Class 3 is impaired and unsecured creditors are entitled to vote, according to the disclosure statement filed on May 23. According to the latest disclosure statement, Robert Pauletta, Jr., lives on the net cash flow and the net cash flow represents his only income to pay his personal mortgage, utilities, food, vehicle expenses, clothing, etc. Subsequent to the Plan payment of $300.00/month, Mr. Pauletta would have $2,900.00/month to live on for a family of two. A copy of the second amended disclosure statement is available for free at: https://is.gd/JSEsW2 About Ream Properties Ream Properties, LLC, was formed in 2008 for the purpose of rehabbing and renting affordable properties in the greater Harrisburg area resulting in the restoration of properties to the tax and utility roles. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No. 15-02980) on July 15, 2015, listing under $1 million in assets and liabilities. Craig A. Diehl, Esq., at the Law Offices of Craig A. Diehl serves as the Debtor's bankruptcy counsel. REBUILTCARS CORP: Has Interim Approval to Use AFC Cash Collateral ----------------------------------------------------------------- Judge Timothy A. Barnes of the U.S. Bankruptcy Court for the Northern District of Illinois issued a Second Interim Order authorizing Rebuiltcars Corporation to use the cash collateral belonging to Automobile Finance Corporation on an interim basis. A hearing on the Debtor's continued use of cash collateral will be held on June 28, 2017 at 10:30 a.m. The Court has been advised that the Debtor and Automobile Finance have agreed to interim terms resolving Automobile Finance's objection to the Debtor's use of cash collateral in which Automobile Finance asserts an interest. The Debtor is authorized to use Automobile Finance's Cash Collateral for its postpetition, necessary and reasonable operating expenses until such time as the Court conducts a final hearing on the Debtor's motion. The approved Budget reflects total monthly expenses of $35,501. In return for the Debtor's use of cash collateral, the Debtor will provide Automobile Finance with these forms of adequate protection: (a) The Debtor may sell any AFC Secured Vehicle for an amount sufficient to pay Automobile Finance the full amount owing on that vehicle as of the date of sale as indicated in the records to Automobile Finance (the "Payoff Amount"); (b) Upon the sale of an AFC Secured Vehicle, the Payoff Amount will be deposited into a separate deposit account (the "AFC Escrow Account") maintained at a financial institution on the list of Debtor-in-possession institutions approved by the U.S. Trustee. No funds in the AFC Escrow Account may be used by the Debtor for any purpose until further Order of the Court; (c) Upon the sale of an AFC Secured Vehicle, the Debtor will provide written documentation to Automobile Finance that, in Automobile Finance's discretion, verifies the final sale of such vehicle, and after such verification, Automobile Finance will provide the Debtor with the title to the vehicle. Automobile Finance will retain all vehicle titles; (d) The Debtor will not allow any AFC Secured Vehicle, other than for routine maintenance and test-drives, to leave its premises until receipt of title from Automobile Finance; (e) Automobile Finance will be granted replacement liens in all property and assets of any kind and nature in which the Debtor has an interest, whether real or personal, tangible or intangible, including the proceeds, products, rents and profits of all of such assets, with the same priority, validity and extent as Automobile Finance's pre-petition liens; (f) The Debtor will provide Automobile Finance with (1) a written report regarding each AFC Secured Vehicle sold or disposed, (2) a written report regarding each Secured Vehicle still owned by the Debtor and the location and condition of such vehicle, and (3) a report of the balance in the AFC Escrow Account, including a listing of all deposits and withdrawals; (g) The Debtor will at all times keep the AFC Secured Vehicles insured under the same terms and conditions as set forth in the respective AFC Note. Automobile Finance may inspect its collateral and all documents related thereto as well as the Debtor's premises. The Debtor will maintain all documents related to Automobile Finance's collateral, including all sale documents, at its principal place of business; (h) The Debtor will remain current in the payment of all post-petition tax liabilities, including but not limited to accruing ad valorem property taxes, sales and use taxes, payroll taxes, and income taxes; and (i) The Debtor will tender the sum of $202 to Automobile Finance each month. A full-text copy of the Second Interim Order, dated June 1, 2017, is available at https://is.gd/jEJz5u About Rebuiltcars Corp Rebuiltcars Corporation filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 17-11811) on April 14, 2017. The petition was signed by Mindaugas Kazakevicius, president. The case is assigned to Judge Timothy A. Barnes. The Debtor is represented by Paul M. Bach, Esq. at the Bach Law Offices. The Debtor estimated $50,000 to $100,000 in assets and $500,000 to $1 million in liabilities. REBUILTCARS CORP: Has Interim Nod to Use Cash Through June 28 ------------------------------------------------------------- Judge Timothy A. Barnes of the U.S. Bankruptcy Court for the Northern District of Illinois issued a Second Interim Order authorizing Rebuiltcars Corporation to use the cash collateral of 1st Global Capital, Capital Merchant Services, First Home Bank and Swift Capital, as to the Debtor's business assets, through and including June 28, 2017. The Debtor is authorized to use cash collateral for its postpetition, necessary and reasonable operating expenses. The approved Budget reflects total monthly expenses of $35,501. 1st Global Capital, Capital Merchant Services, First Home Bank and Swift Capital are granted replacement liens in the Debtor's Business Assets, including but not limited to, vehicle, vehicle parts and inventory, certificates of title and all purchases, products, additions, accessions and replacements of those assets. Such lien and security interest will have the same validity, perfection and enforceability as the prepetition liens held by 1st Global Capital, Capital Merchant Services, First Home Bank and Swift Capital. The Debtor is directed to maintain adequate property insurance on the Debtor's Business Assets including but not limited to vehicle, vehicle parts and inventory, certificates of title and all purchases, products, additions, accessions and replacements of those assets. Beginning May 1, 2017 and continuing each month thereafter until further order of the Court, the Debtor will make adequate protection payments as follows: (a) 1st Global Capital: $190 (b) Capital Merchant Services: $137 (c) First Home Bank: $1,705 (d) Swift Capital: $265 A status hearing has been set for June 28, 2017 at 10:30 a.m. A full-text copy of the Order, entered on June 1, 2017, is available at https://is.gd/VLnsP6 About Rebuiltcars Corporation Rebuiltcars Corporation filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 17-11811) on April 14, 2017. The petition was signed by Mindaugas Kazakevicius, the Company's president. The case is assigned to Judge Timothy A. Barnes. The Debtor is represented by Paul M. Bach, Esq., at the Bach Law Offices. The Debtor estimated $50,000 to $100,000 in assets and $500,000 to $1 million in liabilities. ROOT9B HOLDINGS: Partners With Chertoff to Raise Growth Capital --------------------------------------------------------------- root9B Holdings, Inc., and The Chertoff Group have formed a multi-faceted strategic partnership to accelerate root9B's growth in cybersecurity, the companies announced May 25, 2017. The partnership includes the addition of General Michael Hayden to root9B's Advisory Board and the initiation of a process to raise growth capital, led by investment banking firm Chertoff Capital, a subsidiary of The Chertoff Group. root9B Holdings is a provider of Cybersecurity Services. Its wholly-owned subsidiary, root9B is recognized as a leader and pioneer in the Manned Information Security and Adversary Pursuit Operations HUNT market and was recently named the #1 company on the Cybersecurity 500 for the fifth consecutive quarter. Founded in 2009 by former U.S. Department of Homeland Security Secretary Michael Chertoff, The Chertoff Group is a premier global security advisory firm that provides risk management, business strategy, and merchant banking advisory services. Before heading up the Department of Homeland Security, Mr. Chertoff served as a federal judge on the U.S. Court of Appeals for the Third Circuit. Earlier, during more than a decade as a federal prosecutor, he investigated and prosecuted cases of political corruption, organized crime, and corporate fraud and terrorism, including the investigation of the 9/11 terrorist attacks. root9B is led by Chief Executive Officer Eric Hipkins, Chief Operating Officer John Harbaugh and Chief Technology Officer Michael Morris. Mr. Hipkins is an accomplished Cyber, Intelligence and Cryptology professional with more than 25 years of specialty experience in advanced cyber and technical intelligence operations. He is a military veteran with an extensive background across the Department of Defense, Intelligence and Commercial community and is a member of the newly formed Homeland Security Advisory Council's Cybersecurity subcommittee. Mr. Harbaugh is a U.S. military veteran and former Senior Executive in the federal government. He is a DoD certified Master-level technician with expert skills in cyber defense and network security operation. Mr. Morris is also a U.S. military veteran, specializing in intelligence operations in the areas of advanced Offensive and Defensive Cyber operations, tactics, tool development and advanced training curriculum. "Michael Chertoff's experience in Homeland Security, coupled with the impressive team he has put together, makes this a natural partnership with the cyber experts we have assembled at root9B," said Mr. Hipkins, who is also chief executive officer of root9B Holdings. "In addition, General Hayden's long history in intelligence and as a mentor to and leader of many members of our team in their national defense and security careers makes his appointment to our advisory board a natural fit." General Michael Hayden is a retired four-star general who served as director of the Central Intelligence Agency (2006-2009) and the National Security Agency (1999-2005). As head of the country's premier intelligence agencies, he was on the frontline of global change, the war on terrorism and the growing cyber challenge. In addition to leading the CIA and NSA, General Hayden was the country's first principal deputy director of national intelligence and the highest-ranking military intelligence officer in the country. General Hayden is currently a principal at The Chertoff Group and a distinguished visiting professor at the George Mason University Schar School of Policy and Government. "The team at root9B, starting with Eric Hipkins, John Harbaugh and Mike Morris, is unparalleled in the industry," said General Hayden. "Today's cyber warfare needs a unique solution which the team at root9B is uniquely qualified to offer. I look forward to being a part of this team moving forward." root9B Holdings also announced plans to pursue growth capital to accelerate its strategic plan. "With the progress on the sale of our non-core assets, root9B Holdings is better positioned as a pure-play provider of leading cybersecurity solutions," said Mr. Hipkins. "Raising additional funds will provide the working capital needed to enable us to take full advantage of our large and growing pipeline. As the organization that first introduced proactive HUNT operations to the commercial community, we are very pleased with the response and traction we continue to gain. Growth capital will enable us to continue delivering our innovative solutions to a customer base that is hungry for a differentiated solution." About Root9B root9B Holdings, Inc. (OTCQB: RTNB) -- http://www.root9bholdings.com/-- is a provider of Cybersecurity and Regulatory Risk Mitigation Services. Through its wholly owned subsidiaries root9B and IPSA International, the Company delivers results that improve productivity, mitigate risk and maximize profits. Its clients range in size from Fortune 100 companies to mid-sized and owner-managed businesses across a broad range of industries including local, state and government agencies. Root9B Technologies, Inc., changed its name to root9B Holdings effective Dec. 5, 2016, and relocated its corporate headquarters from Charlotte, NC to the current headquarters of root9B, its wholly owned cybersecurity subsidiary, in Colorado Springs, CO. root9B reported a net loss of $30.49 million on $10.24 million of net revenue for the year ended Dec. 31, 2016, compared with a net loss of $8.33 million on $11.16 million of net revenue for the year ended Dec. 31, 2015. As of Dec. 31, 2016, root9B Holdings disclosed $19.74 million in total assets, $15.67 million in total liabilities, and stockholders' equity of $4.06 million. Cherry Bekaert LLP issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has suffered recurring losses from operations and has negative operating cash flows and will require additional financing to fund the continued operations. The availability of such financing cannot be assured. These conditions raise substantial doubt about its ability to continue as a going concern. ROOT9B HOLDINGS: Reschedules Annual Meeting to July 19 ------------------------------------------------------ root9B Holdings, Inc., announced that its Board of Directors has rescheduled the 2017 annual meeting of stockholders originally scheduled for May 24, 2017. The annual meeting is now scheduled to take place on July 19, 2017, at 10:15 a.m. E.T., at the offices of the Company located at 102 N. Cascade Avenue, Suite 220, Colorado Springs, CO. The previously announced transition of the CEO of the Company from Joseph J. Grano, Jr., to Eric Hipkins on May 24, 2017, will take place as scheduled. Mr. Grano will remain with RTNB as non-executive chairman of the Board. root9B also announced that it will require additional time to file its Form 10-Q for the period ended March 31, 2017. The Company filed an extension on May 16, 2017, with the Securities and Exchange Commission, and was granted an additional five calendar days to file its Form 10-Q. RTNB received a notification letter from The Nasdaq Stock Market on May 23, 2017 that it is not in compliance with Nasdaq Listing Rule 5250(c)(1) because RTNB did not timely file its Form 10-Q with the Securities and Exchange Commission. The Nasdaq letter provides that RTNB has until July 25, 2017, to submit a plan to regain compliance. RTNB now expects that it will complete and file its Form 10-Q in June, at which time it will automatically regain compliance with Nasdaq Listing Rules. About Root9B root9B Holdings, Inc. (OTCQB: RTNB) -- http://www.root9bholdings.com/-- is a provider of Cybersecurity and Regulatory Risk Mitigation Services. Through its wholly owned subsidiaries root9B and IPSA International, the Company delivers results that improve productivity, mitigate risk and maximize profits. Its clients range in size from Fortune 100 companies to mid-sized and owner-managed businesses across a broad range of industries including local, state and government agencies. Root9B Technologies, Inc., changed its name to root9B Holdings effective Dec. 5, 2016, and relocated its corporate headquarters from Charlotte, NC to the current headquarters of root9B, its wholly owned cybersecurity subsidiary, in Colorado Springs, CO. root9B reported a net loss of $30.49 million on $10.24 million of net revenue for the year ended Dec. 31, 2016, compared with a net loss of $8.33 million on $11.16 million of net revenue for the year ended Dec. 31, 2015. As of Dec. 31, 2016, root9B Holdings disclosed $19.74 million in total assets, $15.67 million in total liabilities, and stockholders' equity of $4.06 million. Cherry Bekaert LLP issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has suffered recurring losses from operations and has negative operating cash flows and will require additional financing to fund the continued operations. The availability of such financing cannot be assured. These conditions raise substantial doubt about its ability to continue as a going concern. RUBY RED: U.S. Trustee Unable to Appoint Committee -------------------------------------------------- The Office of the U.S. Trustee on June 1 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Ruby Red Dentata, LLC. Headquartered in Minneapolis, Minnesota, Ruby Red Dentata, LLC, filed for Chapter 11 bankruptcy protection (Bankr. D. Minn. Case No. 17-41184) on April 24, 2017, estimating its assets at between $1 million and $10 million and its liabilities at between $500,001 and $1 million. SCOTT SWIMMING: Allowed to Continue Using Cash Until June 30 ------------------------------------------------------------ Judge Julie A. Manning of the U.S. Bankruptcy Court for the District of Connecticut issued a Twenty-Ninth Order authorizing Scott Swimming Pools Inc. to collect and use cash collateral to continue the usual and ordinary operations of its business by paying those budgeted expenditures from June 1 through June 30, 2017. The Debtor has represented it has an immediate and continuing need for the use of the prepetition collateral and the proceeds thereof, constituting cash collateral, in order to continue the operation of, and avoid immediate and irreparable harm to its business, and to maintain and preserve going concern value. Furthermore, the Debtor submits that without the ability to use the prepetition collateral and the cash collateral, it will be unable to pay ongoing management, payroll, raw material, insurance, utilities and other necessary expenses related to the continued operation of the Debtor's business, to generate cash flow, and to maintain the value of Debtor's assets. The Debtor is authorized and directed to collect and deposit such cash collateral in a segregated DIP bank account. The approved Budget for the month of June 2017 provides total expenses of approximately $648,023, which includes the U.S. Trustee Fee of $6,500. The Debtor will be allowed a 8% variance per line item for expenses and to that extent, it may transfer between line items but in no event will the aggregate Expenditures for any Budget period exceed the total amount of Expenditures for such Budget period. The Debtor and Webster Bank were parties to certain Loan and Security Agreements pursuant to which, among other things, Webster Bank provided the Debtor with a loans and credit facilities secured by liens and/or security interests in substantially all of the Debtor's assets. As of the Petition Date, the Debtor was indebted to Webster in the amount of $451,000. Webster Bank is granted postpetition claims against the Debtor's estate, as adequate protection for any postpetition diminution in value of the prepetition collateral postpetition and the cash collateral arising out of the Debtor's use thereof and/or the continuance of the automatic stay. Such adequate protection claim will have priority in payment over any other indebtedness and/or obligations now in existence or incurred by the Debtor and over all administrative expenses or charges against property. Webster Bank is also granted an enforceable and perfected replacement lien and/or security interest, as security for the adequate protection claim, in the postpetition assets of the Debtor's estate equivalent in nature, priority and extent to the liens and/or security interests of Webster Bank, in the prepetition collateral and the proceeds and products thereof, subject to the Carve-Out. In addition, the Debtor will pay to Webster Bank monthly installments of interest on the loan pursuant to the terms of the Parties' Note. The Carve-Out consists of: (a) the allowed administrative claims of attorneys and other professionals retained by the Debtor in this Case in the aggregate amount of $25,000; and (b) amounts payable to pursuant to 28 U.S.C. Section 1930(a)(6) A further hearing on the continued use of Cash Collateral will be held on June 20, 2017, at 10:00 a.m. Any objection to the continued use of cash collateral must be filed and served no later than June 16. A full-text copy of the Twenty-Ninth Order, dated June 1, 2017, is available at https://is.gd/5eSlma About Scott Swimming Pools Based in Woodbury, Conn., Scott Swimming Pools, Inc., constructs, sells and services swimming pools. Its offices and property are located at 75 Washington Road, Woodbury, CT. Scott Swimming Pools filed a chapter 11 petition (Bankr. D. Conn. Case No. 15-50094) on Jan. 22, 2014. James M. Scott, the Company's president, signed the petition. The case is assigned to Judge Alan H.W. Shiff. The Debtor tapped James M. Nugent, Esq., at Harlow, Adams, and Friedman, P.C., as bankruptcy counsel. The Debtor disclosed that it owed creditors $3.79 million. SCRS ACQUISITION: Moody's Assigns B3 Corporate Family Rating ------------------------------------------------------------ Moody's Investors Service has assigned a B3 corporate family rating ("CFR") and B3-PD probability of default rating ("PDR") to SCRS Acquisition Corporation, a wholly owned subsidiary of investment funds of Platinum Equity that will raise debt to finance its acquisition of Securus Technologies, Inc. SCRS Acquisition plans to raise $1.3 billion of new debt obligations, including a $150 million super priority five-year first lien revolving credit facility ($20 million drawn at close), a $870 million seven-year first lien term loan, and a $280 million eight-year second lien term loan. In addition to the debt, the sponsors will contribute approximately $522 million of equity to finance the $1.6 billion purchase. The existing $778 million of debt (as of 3/31/17) at Securus will be repaid upon close of the acquisition, which Moody's expects to occur in Q3 2017. Moody's has assigned a B1 (LGD-2) rating to SCRS Acquisition's super priority first lien revolver, a B2 (LGD-3) to the first lien term loan, and a Caa2 (LGD-6) rating to the second lien instrument. The ratings outlook for SCRS Acquisition is stable. The ratings assigned to SCRS Acquisition reflect Moody's view of the end state capital structure of Securus following the leveraged buyout ("LBO") transaction. Upon close of Platinum's proposed acquisition of Securus, SCRS Acquisition will be merged with and into Securus. At that time, the B3 CFR on SCRS Acquisition will be withdrawn and its ratings will be assumed by Securus. The B3 rating is in line with the existing CFR at Securus. The company has accumulated significant cushion within its B3 rating to absorb temporary spikes in leverage. Despite higher leverage in the near term and higher interest expense following the LBO, Securus is able to maintain its B3 rating. Securus has been the net gainer in market share within the concentrated correctional facility telephony business over the past several years, which has contributed to a steady growth trajectory. Market share gains coupled with successful acquisitions of product extensions or enhancements, most significantly the 2015 acquisition of JPAY, has resulted in double-digit EBITDA growth rates over the past several years. JPay provides services such as electronic payments, email, and a host of entertainment and educational related apps to the corrections industry space. Moody's expects continued solid growth with likely additional share gains and wider adoption of JPAY and other services within Securus's existing client base. Assignments: Issuer: SCRS Acquisition Corporation -- Probability of Default Rating, Assigned B3-PD -- Corporate Family Rating, Assigned B3 -- Senior Secured Revolving Credit Facility, Assigned B1 (LGD 2) -- Senior Secured 1st Lien Term Loan, Assigned B2 (LGD 3) -- Senior Secured 2nd Lien Term Loan, Assigned Caa2 (LGD 6) Outlook Actions: Issuer: SCRS Acquisition Corporation -- Outlook, Assigned Stable RATINGS RATIONALE Securus's B3 CFR reflects its small scale, niche industry focus, aggressive financial policy, and strong competitive pressures in a largely duopolistic and mature end market. The ratings are supported by the company's high growth rate and a stable base of contracted and fairly predictable revenues. Providing communications services to corrections facilities remains a low margin business characterized by competitive bidding on contracts, the majority of which include a legacy industry practice requiring relatively high commission fees to be included in inmate phone charges, which are later passed through to state and county prison operators. In addition, Securus and the industry apply transaction-based fees on the phone account deposits of inmates, a practice which resulted in a 2015 Federal Communications Commission ruling reducing and capping the size of those fees going forward. While this pressured Securus's overall gross call and fee revenues, the company responded by increasing rates where possible and negotiating contracted commission expense structures with prison operators down to lower levels. A remaining potential revenue pressure on the industry involves the FCC's evolving efforts to cap intrastate prison phone rates which represent the largest source of industry revenues. A challenge to a current Circuit Court ruling which stayed existing intrastate rates is expected to be resolved by year end, with the current stay likely remaining permanent under a final ruling for many reasons, including the change in party control of the Executive Branch and the FCC's priorities under new leadership. While such a ruling would provide improved revenue visibility for the industry going forward, Securus is likely well positioned for either outcome due to its efforts to raise rates where possible and reduce some of the commissions paid out to prison operators. In the unlikely event intrastate rates are lowered, intrastate call volume increases are likely to be offsetting given industry historical experience after the FCC mandated interstate rate reductions in 2013. Moody's anticipate that Securus will have very good liquidity over the next 12 months, supported by $13 million of cash on its balance sheet and positive free cash flow. In addition, the company will benefit from an upsized $150 million revolving line of credit which provides good back up liquidity. Moody's expects the facility will remain mostly undrawn over the next several years. The term loan has no financial covenants while the revolver is subject to a maximum first lien net leverage test of 7x. Moody's believes the company will maintain ample cushion. Further, Moody's doesn't believe the covenant will be tested given that the revolver will remain under 35% drawn. The company has no near term maturities. The ratings for the debt instruments reflect both the overall PDR of the B3 CFR, which Moody's assign B3-PD, as well as the average family loss given default ("LGD") which is derived based on the composition of the debt instruments in the capital structure. Moody's assumes a 50% family recovery rate given the mixed capital structure which includes both first lien and second lien bank debt. The super priority first lien revolver is rated B1-LGD2, two notches above the CFR given its priority and the loss absorption from the first and second lien term loan facilities. The first lien term loan is rated B2-LGD3 reflecting its senior position to the second lien term loan, which is rated Caa2-LGD6, two notches below the CFR, reflecting its junior rank within the capital structure. The capital structure also includes nominal amounts of lease rejection claims and trade claims payable which have little to no effect on the instrument-level ratings. SCRS Acquisition's stable outlook reflects Moody's view that Securus will maintain good liquidity, generate positive free cash flows, maintain existing market shares, and decrease leverage towards 6.5x (Moody's adjusted). Moody's could upgrade SCRS Acquisition's B3 rating if Securus maintains very good liquidity, continues to generate strong positive free cash flow, and grows EBITDA or reduces debt such that leverage (Moody's adjusted) is sustained below 5x. Moody's could lower SCRS Acquisition's ratings if Securus's leverage exceeds 6.5x (Moody's adjusted) on a sustained basis or free cash flow turns negative. Based in Dallas, TX, Securus Technologies Holdings, Inc. is one of the largest providers of inmate telecommunication services to correctional facilities, with a presence in 50 states, Washington D.C., and Canada. Securus is in the process of being sold to Platinum Equity from ABRY Partners, which acquired the company in a 2013 LBO transaction. The principal methodology used in these ratings was Telecommunications Service Providers published in January 2017. SEACOR HOLDINGS: Fitch Plans to Withdraw Ratings on June 30 ----------------------------------------------------------- Fitch Ratings plans to withdraw the ratings on Seacor Holdings Inc. (Seacor; NYSE: CKH) on or about June 30, 2017, which is approximately 30 days from the date of this release, for commercial reasons. Fitch currently rates Seacor as follows: -- Long-Term Issuer Default Rating (IDR) 'B'; -- Senior unsecured notes 'B+/RR3'. The Rating Outlook is Negative. Fitch reserves the right in its sole discretion to withdraw or maintain any rating at any time for any reason it deems sufficient. Fitch believes that investors benefit from increased rating coverage by Fitch and is providing approximately 30 days' notice to the market of the rating withdrawal of Seacor. Ratings are subject to analytical review and may change up to the time Fitch withdraws the ratings. Fitch's last rating action for the above referenced entity was on Dec. 2, 2016. The Long-Term IDR was affirmed at 'B ' and the senior unsecured notes at 'B+/RR3'. SEACOR HOLDINGS: S&P Affirms Then Withdraws 'B-' CCR ---------------------------------------------------- S&P Global Ratings said that it affirmed its 'B-' corporate credit rating and negative outlook on Fort Lauderdale, Fla.-based offshore oil and gas, shipping, and logistics equipment provider SEACOR Holdings Inc (on a pre-spin basis). At the same time, S&P affirmed its 'B-' issue-level and '4' recovery ratings on the company's unsecured notes. The '4' recovery rating indicates S&P's expectation of average (30%-50%; rounded estimate: 35%) recovery to creditors in the event of a payment default. Subsequently, S&P withdrew the corporate credit and issue-level ratings at the company's request. SEADRILL LIMITED: Q1 Revenue Down 15% to $569 Million ----------------------------------------------------- Seadrill Limited announced its first quarter results for the period ended March 31, 2017. Highlights * Revenue of $569 million * Operating income of $83 million * EBITDA of $291 million * 98% economic utilization * Reported net income of $57 million and diluted net income per share of $0.13 * Underlying net income, excluding non-recurring items and non-cash mark to market movements on derivatives, was $22 million and earnings per share was $0.06 * Cash and cash equivalents of $1.5 billion * Seadrill Limited order backlog of approximately $3.4 billion Per Wullf, CEO and president of Seadrill Management Ltd., said: "Tendering activity continues to increase, especially in the North Sea, South-East Asia and Middle-East segments. While competition remains fierce for available work we are well positioned with our scale, young modern fleet and highly skilled workforce. We remain committed to keeping our units working in the short-term and have successfully re-contracted a number of our available units. Our priority continues to be to implement our restructuring plan with the right structure and terms for our stakeholders." Revenues of $569 million for the first quarter (Q4 2016: $667 million) were down approximately 15% primarily due to: * The West Saturn becoming idle during the quarter; * The West Epsilon and West Vigilant having a full quarter of idle time; * Lower West Hercules termination fee recognition (terminated contract originally scheduled to conclude in January); and * West Epsilon termination fee received in the fourth quarter not repeated in the first quarter These reductions to revenue were partially offset by the West Castor operating for a full quarter and the West Phoenix commencing operations during the quarter. EBITDA was $63 million lower in the first quarter, as the revenue reduction was partly offset by lower opex due to additional idle units and lower general and administrative expenses due to the continued benefits of cost control and saving initiatives implemented during 2016. Net operating income for the quarter was $83 million (Q4 2016: $87 million), approximately in-line with the prior quarter. The EBITDA reduction was offset by no impairment charges taken during the quarter (Q4 2016: charge of $44 million) and lower depreciation. Net financial and other items resulted in an expense of $31 million in the quarter (Q4 2016: income of $6 million). The increase in expense was due to lower results from associated companies related to our share of Seadrill Partners net income and foreign exchange gains not repeated in the first quarter. This was partially offset by a gain on derivatives (loss in 4Q16) and lower expense in other financial items (4Q 2016 expense related to the recognition of the Archer guarantee liability that did not recur). Income taxes for the first quarter were a credit of $5 million, (Q4 2016: expense of $10 million) reflecting an estimate of the annual effective tax rate for the full year applied to the result for this reporting period. Net income for the quarter was $57 million resulting in basic and diluted earnings per share of $0.13. Balance sheet As at March 31, 2017, total assets were $21.3 billion (Q4 2016: $21.7 billion). Total current assets were $2.6 billion (Q4 2016: $2.9 billion). The main movements during the quarter were the settlement of the West Mira arbitration, a reduction in accounts receivable related to additional idle units and receipt of final installments of termination payments for two units. Cash and cash equivalents were $1.5 billion, an increase of $94 million. Total non-current assets were $18.7 billion (Q4 2016: $18.8 billion). Quarterly depreciation was partially offset by an increase in the value of investments in associated companies, primarily related to Seadrill Partners. Total current liabilities were $4.7 billion (Q4 2016: $4.7 billion). The main movement was the NOK1,800m Seadrill bond with an outstanding value of $211m becoming current, offset by a reduction in unrealized losses on derivatives, accrued interest, deferred mobilization, and tax payable. Total non-current liabilities were $6.5 billion (Q4 2016: $6.9 billion). The main movement was the reclassification of long term debt to short term debt. Over the course of the quarter total net interest bearing debt (including related party debt and net of cash and cash equivalents) was $8.2 billion (Q4 2016: $8.5 billion), reflecting normal quarterly installments. Total equity was $10.1 billion as at March 31, 2017 (Q4 2016: $10.1 billion), primarily reflecting net income for the quarter. Cash flow As at March 31, 2017, cash and cash equivalents were $1.5 billion (Q4 2016: $1.4 billion). Net cash provided by operating activities for the three month period ended March 31, 2017, was $155 million (Q4 2016: $345 million). Net cash provided by investing activities was $181 million (Q4 2016: $75 million) driven mainly by the West Mira settlement, and net cash used in financing activities was $244 million (Q4 2016: $313 million) due to debt repayments. Cost Reduction Headcount has been reduced from 6,995 at year end 2015 to 5,196 at the end of the first quarter. Of the 1,799 reduction, 1,380 have been offshore and 419 onshore. Vessel and rig operating expenses decreased by $23 million during the first quarter, primarily due to additional idle units, and general and administrative expenses decreased from $69 million to $61 million. The Company continues to expect G&A, excluding restructuring costs, to be in the range of $220 million for full year 2017. Newbuilding Program During the first quarter a settlement agreement was reached with Hyundai Samho Heavy Industries Co Ltd. in relation to the West Mira arbitration. A cash payment of $170 million was received in March 2017 as full settlement of the dispute. Arbitration proceedings began in October 2015 following the cancellation of the construction contract for the West Mira and were expected to conclude during the first half of 2018. This settlement agreement brings an early conclusion to the arbitration process. As part of this settlement, Northern Drilling (as agreed with Seatankers), a related party, has purchased the West Mira from HSHI. Northern Drilling is an asset holding company and is not expected to engage in offshore drilling activities. The Company expects to execute an agreement with Northern Drilling for the commercial and technical management of the West Mira as well as a right of first refusal for purchase of the Unit. In April 2017, Sevan Drilling and Cosco deferred the negotiation of the final delivery deferral agreement for the Sevan Developer until May 31, 2017. If an agreement cannot be reached, the remaining installment of $26.3 million will be refunded. The West Dorado and West Draco, currently under construction at Samsung, are not yet completed and we are in discussions with Samsung to defer the delivery dates prior to the units being completed and ready for delivery. The Company remains in constructive discussions with our shipyards as part of its broader restructuring discussions regarding reaching agreements to defer our remaining deliveries further into the future. Operations During the first quarter economic utilization was 98% (Q4 2016: 99%). The West Saturn completed its contract, while the West Castor and West Phoenix returned to service. Commercial Developments During the first quarter: * The West Phoenix was awarded a one well contract with Nexen Petroleum. The contract will run in direct continuation from its existing contract with Total and the total backlog is estimated to be $17 million. * The West Elara was awarded a one well extension plus one option well from Statoil. The backlog for the firm well is estimated to be $10 million. * The West Mischief received a contract termination notice from NDC and is expected to end operations in August 2017 as opposed to the original contracted December 2017 date. The total backlog impact is a $9 million decrease. * West Cressida was awarded a two month extension of its existing contract with PTTEP Thailand at the original contract day rate of $64,500 per day. * SeaMex, the Company's 50% owned JV, agreed a 29 month contract extension at the current contracted day rates for each of the five jack-up rigs contracted with Pemex in Mexico. Simultaneously SeaMex agreed to provide Pemex with a discount to contracted rates for 22 months effective November 2016. The net impact on contract backlog for SeaMex was an increase of $580 million. * The West Saturn was awarded a one well contract with Ophir Cote d'Ivoire in Cote d'Ivoire, which commenced in the second quarter of 2017. Total contract backlog is expected to be approximately $5.5 million based on an estimated contract duration of 35 days. Additionally, during the second quarter to date we have concluded the following commercial agreements: * The West Freedom was awarded a one well contract with Ecopetrol in Columbia. Commencement is expected in the third quarter of 2017. Contract backlog is expected to be approximately $5 million. * In April, NADL, the Company's majority owned subsidiary, announced the contract awards and extension for the jack-ups West Elara and West Linus with ConocoPhillips, for work in the Greater Ekofisk Area. The contracts are for a period of 10 years and the total additional backlog for the new contract awards is estimated at $1.4 billion, excluding performance bonuses. The contracts include market indexed dayrates and the estimated backlog is subject to change based on market conditions. * In April, Statoil exercised an option to extend the contract for the West Elara with one additional well at a rate of $135,000 per day. The contract is now expected to extend until September 2017. * In May, Seadrill announced an agreement with Shelf Drilling to sell the West Triton, West Resolute and West Mischief for a total consideration of $225 million subject to customary closing conditions. The West Triton and West Resolute were delivered to Shelf Drilling in May 2017. The West Mischief is due for delivery to Shelf Drilling during the third quarter of 2017 after completion of its current drilling contract with NDC in Abu Dhabi. * The West Cressida was awarded a binding letter of award for a 90 day contract with PCPPOC in Malaysia. Commencement is expected in June 2017. Contract backlog is expected to be approximately $5 million. Seadrill's order backlog as at May 24, 2017, is $3.4 billion, comprised of $1.4 billion for the floater fleet and $2.0 billion for the Jack-up fleet. The average contract duration is 13 months for floaters and 30 months for Jack-ups. For the Seadrill Group, the total order backlog is $7.1 billion. Market Development The offshore drilling market remains challenging and the Company expects this dynamic to continue in the short to medium term. The majority of customers remain focused on conserving cash and are still reluctant to commit to significant new capital projects offshore until an increased consistency and upward trend in oil prices is demonstrated. The significant rig supply overhang remains and a faster return to a balanced market will require drilling contractors to be more disciplined in retiring older units. Tendering activity has continued at increased levels, albeit from a low base, over the past few months, especially in the North Sea floater and South-East Asia and Middle-East jack-up segments. Market behavior points increasingly to the market having reached its bottom. An increasing number of recent tenders released by oil companies seek to contract at current bottom of cycle dayrates for increased durations and / or with multiple fixed price options periods. The Company remains committed to keeping its units working in the short-term and have successfully re-contracted a number of its units. The Company still believes in the long term fundamentals of the offshore drilling industry, driven by years of under-investment in new fields and the competitiveness of offshore resources on a full cycle basis. The Company's enduring focus on its customers, safe and efficient operations and a disciplined approach to contracting, will ensure that Seadrill is well placed to capitalize when the market recovers. Restructuring Update In April, the Company reached an agreement with its bank group to extend the comprehensive restructuring plan negotiating period until 31 July 2017, reflecting significant progress on the terms of such restructuring made with the bank group. The Company is now in advanced discussions with certain third party and related party investors and its secured lenders on the terms of a comprehensive recapitalization. The Company is in receipt of a proposal from the third party and related party investors which remains subject to further negotiation, final due diligence and documentation. The Company is also in discussions with certain bondholders who have recently become restricted again. While discussions with its secured lenders and certain investors have advanced significantly, a number of important terms continue to be negotiated and no assurance can be given that an agreement will be reached. As previously disclosed, the Company continues to believe that implementation of a comprehensive restructuring plan will likely involve schemes of arrangement or chapter 11 proceedings, and it is preparing accordingly. It is likely that the comprehensive restructuring plan will require a substantial impairment or conversion of our bonds, as well as impairment and losses for other stakeholders, including shipyards. As a result, the Company currently expects that shareholders are likely to receive minimal recovery for their existing shares. The Company's business operations remain unaffected by these restructuring efforts and the Company expects to continue to meet its ongoing customer and business counterparty obligations. Archer In April the Company, as part of its restructuring plans, signed and closed an agreement with Archer and its lenders to extinguish approximately $253 million in financial guarantees provided by Seadrill in exchange for a cash payment of approximately $25 million. The Company remains in constructive discussions with Archer and its lenders to extinguish the remaining $25 million of financial guarantees in exchange for a cash payment representing 10% of their face value. As part of Archer's restructuring plans the Company has also agreed to convert $146 million in subordinated loans provided to Archer into a $45 million subordinated convertible loan. The subordinated convertible loan will bear interest of 5.5%, matures in December 2021 and has a conversion right into equity of Archer Limited in 2021 based on a strike price of US$2.083 per share (subject to appropriate adjustment mechanics), which is approximately 75% above the subscription price in Archer's private placement on Feb. 28, 2017. NYSE Listing Requirements On May 4, 2017, the Company was notified by the New York Stock Exchange that it is no longer compliant with continued listing standards because the average closing price of its common shares over a period of 30 consecutive trading days had fallen below $1.00 per share, which is the minimum average closing price per share required to maintain listing on the NYSE. Under the NYSE rules, during the six-month period from the date of the NYSE notice, the Company can regain compliance if the price per share of the Company's common shares on the last trading day of any calendar month within such period and the 30 trading day average price per common share for that month is at least $1.00. During this period, subject to the Company's compliance with other NYSE continued listing requirements, the Company's common shares will continue to be traded on the NYSE under the symbol "SDRL" but will have an added designation of ".BC" to indicate the status of the common shares as below compliance. The Company has notified the NYSE that it believes it could regain compliance through the completion of a comprehensive restructuring plan arising from the Company's previously disclosed ongoing negotiations with its banks, potential new money investors, an ad hoc committee of bondholders, and other constituents in the event that such restructuring is completed prior to the expiration of the six-month grace period from the date of the NYSE notice. There can be no assurances that the Company will regain such compliance, the restructuring will be completed within such grace period or that the common shares will not be subject to delisting during the grace period if the Company enters into Chapter 11 proceedings or for other reasons. The NYSE notification does not affect the Company's business operations or its Securities and Exchange Commission reporting requirements and does not conflict with or cause an event of default under any of the Company's material debt agreements. Guidance Second Quarter 2017 With a number of its units coming off contract and the impact of lower day rates, EBITDA will be lower for the second quarter, at around $240 million. This is based on second quarter expected operating income of $40 million. The following units have already or are expected to become idle during the second quarter of 2017: * Sevan Louisiana * West Tucana * West Cressida The following units will have lower dayrates compared to the first quarter of 2017: * West Elara * West Hercules (final termination payment received in the first quarter). These reductions are expected to be partially offset by a full quarter of operations for the West Phoenix, the West Saturn commencing a one well contract and the West Freedom returning to normal operating rate for a full quarter. Operationally, performance in the second quarter of 2017 is strong with 99% utilization quarter to date. A full-text copy of the press release is available for free at: https://is.gd/GRHC1U About Seadrill Seadrill Limited is a deepwater drilling contractor, which provides drilling services to the oil and gas industry. It is incorporated in Bermuda and managed from London. Seadrill reported a net loss of US$155 million on US$3.17 billion of total operating revenues for the year ended Dec. 31, 2016, following a net loss of US$635 million on US$4.33 billion of total operating revenues for the year ended in 2015. Seadrill had US$21.66 billion in assets and US$11.60 billion in liabilities as of Dec. 31, 2016. * * * The Company in its annual report on Form 20-F filed with the U.S. Securities and Exchange Commission April 24, 2017, noted that it has cross default clauses in existing financing agreements which cause near term liquidity constraints in the event Seadrill Limited is unable to implement a restructuring plan by July 31, 2017. The existence of the cross default clauses and uncertainty of the restructuring raise substantial doubt about the Company's ability to continue as a going concern. There are cross default clauses with Seadrill in three Seadrill Partners facilities. In order to address this risk of default, Seadrill Partners has to the lenders: * Removal of Seadrill as a guarantor under each of the three facilities and separation of the facilities such that each facility is secured only by Seadrill Partners' assets without recourse to Seadrill or its assets; and * Extending the maturity of each of the three facilities by 2.5 years. The Company is targeting execution of these amendments on a consensual basis. In the event a consensual agreement cannot be reached, the Company said it is preparing various contingency plans that may be needed to preserve value and continue operations including seeking waivers of cross default with Seadrill and potential schemes of arrangement and Chapter 11 proceedings. SECURUS HOLDINGS: S&P Rates Proposed $150MM Facility 'BB' --------------------------------------------------------- S&P Global Ratings affirmed its 'B' corporate credit rating on Dallas-based Securus Holdings Inc. The outlook is stable. At the same time, S&P assigned a 'BB' issue-level rating and '1+' recovery rating to Securus's proposed $150 million senior secured super priority revolving credit facility maturing in 2022. The '1+' recovery rating indicates S&P's expectation for full (100%) recovery for lenders in the event of a payment default. S&P also assigned a 'B' issue-level rating and '3' recovery rating to the company's proposed $870 million senior secured first-lien term loan maturing in 2024. The '3' recovery rating indicates S&P's expectation for meaningful (50%-70%; rounded estimate: 55%) recovery for lenders in the event of a payment default. In addition, S&P assigned a 'CCC+' issue-level rating and '6' recovery rating to its proposed $280 million senior secured second-lien term loan maturing in 2025. The '6' recovery rating indicates S&P's expectation for negligible (0%-10%; rounded estimate: 0%) recovery for lenders in the event of a payment default. The borrower of the debt will initially be SCRS Acquisition Corp., the acquiring entity. Following the transaction, SCRS Acquisition Corp. will merge into Securus Technologies Holdings Inc., which will continue as the surviving entity and borrower of the debt. S&P will withdraw the ratings on Securus's existing debt, which will be redeemed as part of the transaction, when it has been repaid. "The rating affirmation reflects our expectation that pro forma leverage of around 7x will decline below our downgrade trigger of 6.5x over the next 12 months as a result of recent contract wins, a greater mix of higher margin JPay services, and modest synergies, said S&P Global Ratings credit analyst Rose Askinazi. Further, S&P expects Securus will continue to generate good levels of free operating cash flow and that EBITDA interest coverage will be around 3x through 2018. The stable outlook reflects S&P's expectation that pro forma leverage of around 7x will decline below 6.5x over the next 12 months, benefiting from meaningful EBITDA growth as a result of recent contract wins, a greater mix of higher margin JPay services, and modest synergies. S&P expects leverage will improve to 5.2x-5.4x by year-end 2018. S&P could lower the rating if product installations associated with recent contract wins are meaningfully delayed in addition to the realization of identified synergies, such that leverage remains above 6.5x on a sustained basis. Alternatively, S&P could lower the rating if a more aggressive financial policy, including debt-funded acquisitions or shareholder returns, causes leverage to remain above 6.5x on a sustained basis. S&P is unlikely to raise the rating under the company's current ownership but could do so if the company adopted a longer-term financial policy supportive of leverage below 4.5x on a sustained basis. Any upgrade would also require clarity on future FCC regulation and S&P's confidence that the company would maintain current levels of profitability. SHRI NATHJI: Case Summary & 3 Unsecured Creditors ------------------------------------------------- Debtor: Shri Nathji, LLP 5895 Bonnie View Lane Elkridge, MD 21075-5225 Case No.: 17-17607 Business Description: The Debtor listed its business as a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). It has a fee simple interest in a property located at Roadway Inn / Econo Lodge, 5895 Bonnie View Lane, Elkridge, Maryland valued at $937,233. The Company previously sought bankruptcy protection on July 31, 2016 (Bank. D. M.D. Case No. 16-20275). Chapter 11 Petition Date: June 1, 2017 Court: United States Bankruptcy Court District of Maryland (Baltimore) Judge: Hon. Robert A. Gordon Debtor's Counsel: Tate Russack, Esq. RLC LAWYERS & CONSULTANTS 7999 N Federal Hwy, Ste 100 A Boca Raton, FL 33487 Tel: 561-571-9601 Fax: 800-883-5692 E-mail: tate@russack.net Total Assets: $937,233 Total Liabilities: $1.30 million The petition was signed by Kirti Kumar Bhavsar, managing partner. A copy of the Debtor's list of three unsecured creditors is available for free at http://bankrupt.com/misc/mdb17-17607.pdf SIGNET JEWELERS: Fitch Lowers IDR to 'BB'; Outlook Stable --------------------------------------------------------- Fitch Ratings has downgraded the Long-Term Issuer Default Rating (IDR) for Signet Jewelers Limited (Signet) to 'BB' from 'BB+'. The Rating Outlook is Stable. The downgrade results from ongoing weak operating trends, lower-than-expected debt reduction following the proposed partial sale of Signet's consumer financing business and the company's updated financial policy, all of which combine to yield expectations of leverage trending above 4.0x in the medium term. The ratings continue to reflect Signet's leading share in the specialty jewelry market in the U.S. as well as the U.K. and Canada. The ratings also reflect modest EBITDA upside from long term sales growth opportunities, expense synergies related to the company's 2014 acquisition of Zale, and recently announced cost reduction efforts. KEY RATING DRIVERS Credit Operations Transactions Signet has announced the proposed sale of $1 billion of its prime receivables to Alliance Data Systems Corporation, who will operate the company's consumer financing program for Signet's prime customers going forward. Signet also announced it will be outsourcing credit operations for its non-prime portfolio to Genesis Financial Solutions while it explores a sale of the approximately $700 million remaining in receivables. The company had begun a strategic review of its credit operations in May 2016. Assuming the deal closes, Signet would receive $1 billion in cash proceeds. The company plans to use proceeds to repay its $600 million asset-backed securitization facility and use the remainder of sale proceeds for share buybacks. Fitch projects that loss of financing income and incremental outsourcing expenses could reduce annual EBITDA by around $50 million, or half the approximately $100 million of EBITDA that Signet's financing business generates. The remaining $50 million in EBITDA could be impacted should the company sell all or a portion of its remaining receivables. Signet is one of a select group of retail companies that still own their financing receivables. As such, Fitch's assessment of Signet's credit profile incorporates a retail adjusted leverage and Fitch assigns a portion of the company's debt to the more highly leveraged credit card business. This is consistent with Fitch's practice of treating debt for companies that fund their own credit card receivables. Fitch previously assumed Signet's net credit card receivables could be financed using a mix of 70% debt and 30% equity, with a cap of $1 billion, which translates into approximately $1 billion of debt attributed to the receivables financing business. The announced $600 million debt reduction, therefore, is materially below both Fitch's prior expectations as well as the debt adjustment outlined in Signet's previous adjusted leverage calculations. The credit operations transactions leave Signet with approximately $700 million of owned non-prime receivables. Fitch believes potential debt paydown resulting from the sale of these receivables, mitigated by the loss of additional financing income, would have an immaterial impact on Signet's leverage calculation and as such Fitch has chosen to focus on consolidated leverage calculations on a go-forward basis. Recent Operating Weakness Continues Annual comparable store sales (comps), which averaged 5% from 2010 through 2015, turned negative at -2% in 2016 (fiscal 2017) with comps weakening further in recent quarters (including -11.5% in Q1 2017). While the overall U.S. jewelry category has somewhat slowed, the sharp comps deceleration has been unexpected and the source of weakness is somewhat unclear. Over the past year, the company has been plagued by negative press surrounding a number of issues, including allegations of both diamond-swapping during routine product servicing and poor treatment of female employees. It is possible this negative press has impacted recent results. The company is implementing or strengthening initiatives around marketing, product introductions, and customer service, with results expected to improve in the second half of 2017. Fitch projects comps will improve but remain negative through 2017 and in the negative 3% to negative 5% range for the full year, before improving to flattish beginning 2018. As a result of weak comps, Fitch projects EBITDA (before the impact of the sale of the financing business) could decline from the $1 billion produced in 2016 to the $900 million range in 2017 as EBITDA margins are expected to contract around 100 to 150 basis points from 15.7% in 2016. Comps stabilization and the company's recently announced expense management initiatives could allow EBITDA to grow in the low-single digit range beginning 2018, before the negative EBITDA impact of the credit operations transactions. Updated Financial Policy Concurrent with the receivables sale, Signet has announced an updated financial policy. While the new policy continues to target leverage of 3.0x to 3.5x, the company has reduced the rate at which it capitalizes leases from 8x to 5x annual rent expense. Given Fitch's treatment of capitalizing leases at 8x annual rent expense, the new financial policy equates to Fitch-defined leverage in the low- to mid- 4.0x range, which is representative of a 'BB' rated retailer with operating characteristics similar to Signet. On a pro forma basis, following the credit operations transactions, Fitch-defined leverage would be approximately 4.1x. This assumes a $50 million reduction to the current 2017 EBITDA estimate of around $900 million and $600 million of debt repayment. Assuming EBITDA stabilizes beginning 2018, adjusted leverage could trend around 4.0x over the next 24 months. Leading Share in Specialty Jewelry Signet generated $6.4 billion in revenue and roughly $1 billion in adjusted EBITDA (adding back acquisition related charges) in 2016, which includes a full year of contribution from Zale. Signet operates over 3,600 stores in the U.S., UK and Canada under various well-known brands, post its acquisition of Zale Corporation in May 2014. Kay Jewelers, Jared the Galleria of Jewelry, and Zale hold a combined share of approximately 16% to 17% of the U.S. specialty jewelry market ($31 billion in industry sales in 2016 according to U.S. Census Bureau). Kay and Zale hold the number 1 and 2 market position in the U.S. mall-based specialty retail jewelry space, respectively, and Jared is the number 1 off-mall specialty retail jeweler. In addition, Zale is number 1 in Canada under its Peoples brand (roughly 3% of total revenue) and Signet holds the leading market shares in the UK under its H.Samuel and the Ernest Jones brands (roughly 11% of total revenue). Signet generated strong annual top-line and EBITDA growth in the years following the recession until 2016, driven by the growth of the specialty jewelry industry of roughly 3% annually over the past five years; continued industry consolidation; and the company's execution of its growth initiatives. The expanded retail footprints of its strong concepts such as Kay and Jared, restructuring of regional brand stores, increasing penetration of its exclusive brand portfolio (representing approximately 32.6% of Jared and Kay sales and 42.9% of Zale sales in 2015, the most recent year of disclosure) and increasing vertical integration of its supply chain have helped drive growth in same store sales and EBITDA margin improvement to 15.7% in 2015 from 9.7% in 2007. Zale, which had underperformed historically, was in a turnaround mode since 2010 and turned profitable in 2013 on a net income basis on EBITDA of $76 million or EBITDA margin of 4%. Fitch expects Zale's adjusted EBITDA margin to improve to the high single digit range by 2018. Debt Notching and Treatment of Hybrid Security Fitch has downgraded the existing $400 million senior unsecured notes at Signet UK Finance plc to 'BB/RR4' from 'BB+/RR4', indicating average recovery prospects. The ratings on the senior unsecured notes reflect the consolidated credit profile of Signet. Signet and certain subsidiaries of Signet fully and unconditionally guarantee the payment obligations of Signet UK Finance plc's notes. The notes are pari passu with all the existing and future unsecured and unsubordinated obligations at Signet and certain subsidiaries of Signet. In 2016, the company received a $625 million convertible preferred investment by Leonard Green, with proceeds deployed toward share repurchase. Fitch has given 0% equity credit to the $625 million of convertible preferred securities. Permanence in the capital structure -- in this case permanence of the convertible preferreds -- is necessary for equity credit recognition. Fitch has taken a view that these securities are not conducive to maintaining them as a permanent part of the capital structure, with the main purpose to support the company's stock price. Fitch would expect the company to refinance the convertibles with debt over the medium term. Fitch has downgraded the convertible securities to 'B+/RR6' from 'BB-/RR6', two notches below the IDR to reflect their subordination in the capital structure. KEY ASSUMPTIONS -- In 2017, Fitch expects Signet's topline to be down around 2% to 4% to the $6.2 billion range on a 3% to 5% comps decline, mitigated by the benefit of a 53rd week of operations. Assuming comps trends stabilize by the end of 2017, sales in 2018 could be flattish and grow in the low-single digits thereafter. -- Fitch expects 2017 EBITDA (before the impact of the credit operations transactions) to decline to the $900 million range from $1 billion in 2016 on comps declines and fixed-cost deleverage. Assuming the credit operations transactions close by the end of 2017, Fitch projects 2018 EBITDA could be negatively impacted by around $100 million. On a pro forma basis, EBITDA is expected to stabilize in 2018 around $825 million on flattish comps, and increase to $900 million thereafter. -- Fitch expects FCF in 2017 (before the impact of the credit operations transactions) to be in the $250 to $300 million range, compared with $325 million in 2016. Annual FCF beginning 2018 could be around $300 million as the loss of financing-related income is mitigated by lower growth in receivables. -- Fitch expects that adjusted leverage on a consolidated basis will be 4.4x in 2017 (before the impact of the credit operations transactions), modestly higher than the 4.0x average since the Zale acquisition. Assuming the receivables sale is consummated at the end of 2017, adjusted leverage in 2018 could modestly decline to around 4.1x as the lost financing EBITDA is mitigated by $600 million of debt paydown. Leverage could decline modestly thereafter on EBITDA growth, assuming sales stabilize. RATINGS SENSITIVITIES A positive rating action could result from an updated financial policy and better than expected top-line and profitability trends, which together would lead to adjusted leverage being sustained under 4x. A negative rating action could result from the company's inability to stabilize comps and pro forma EBITDA, yielding adjusted leverage trending above 4.5x over the medium term. LIQUIDITY Signet had $99.7 million in cash and equivalents at the end of the first quarter of 2017, borrowings of approximately $63 million under its $700 million unsecured revolving credit facility, and a fully drawn $600 million asset-backed securitization facility. The company has generated positive free cash flow (FCF) over the past several years (adjusting for one-time Zale integration expenses), and annual FCF is expected to remain positive. FULL LIST OF RATING ACTIONS Fitch has downgraded Signet's ratings: Signet Jewelers Limited (Signet): -- Long-Term IDR to 'BB' from 'BB+'; -- Convertible preferred securities 'B+/RR6'. Signet UK Finance plc: -- Guaranteed senior unsecured debt securities to 'BB/RR4' from 'BB+/RR4'. The Rating Outlook is Stable. SMART MODULAR: Moody's Hikes CFR to B3, Outlook Positive -------------------------------------------------------- Moody's Investors Service upgraded SMART Modular Technologies (Global), Inc.'s ratings: Corporate Family Rating ("CFR") to B3 from Caa1, Probability of Default Rating ("PDR") to B3-PD from Caa1-PD, Senior Secured Term Loan due August 2019 ("Term Loan") rating to B3 from Caa1, Senior Secured Revolver due August 2019 ("Revolver") to B1 from B2, and assigned a Speculative Grade Liquidity ("SGL") rating of SGL-3. The outlook is positive. The upgrade to the ratings reflects SMART's planned repayment of $61 million of the $216 million outstanding on the Term Loan to be completed on June 2nd, which will reduce leverage by about one turn to the upper two times level of debt to EBITDA (Moody's adjusted, latest twelve months ended February 26, 2017, proforma for the debt repayment). The repayment is being funded using proceeds of SMART's initial public offering ("IPO") of about 28% of the company on May 23rd. The outlook was raised to positive reflecting Moody's expectation for improving financial performance and that over the next three months SMART will refinance the Amended and Restated Credit Agreement dated November 5, 2016 ("ACRA"), which governs the Revolver and Term Loan, resulting in a lower interest rate and a more favorable debt amortization schedule. This concludes the review for upgrade initiated on May 11, 2017. RATINGS RATIONALE The B3 CFR reflects the weak, though improving, Brazilian economy, and the cyclical nature of SMART's end markets, which results in high volatility of both revenues and free cash flow ("FCF"). The rating also reflects SMART's modest revenue scale relative to the large global competitors in the DRAM memory module business and customer concentration, with the top three customers accounting for 44% of revenues. Still, with the partial repayment of the Term Loan, which will reduce debt to EBITDA to the upper two times level (Moody's adjusted, latest twelve months ended February 26, 2017), Moody's expects debt to EBITDA (Moody's adjusted) to decline towards the mid two times level over the next six to nine months. Moody's expects that SMART will generate increasing FCF due to the reduced interest expense and the strengthening of end market demand for computer equipment in Brazil driven by the recovering Brazilian economy and increases in Brazilian local content tax incentives, which should increase demand for SMART's mobile memory used in smartphones sold in Brazil. Moreover, SMART benefits from a leading market position in the Brazilian memory market, which accounts for about 45% of revenues. SMART's market position is supported by the Brazilian government's local-content tax incentives, which encourage local semiconductor manufacturing and R&D investments. This gives SMART an advantage over global competitors that lack local DRAM integrated circuit packaging and memory module manufacturing operations. SMART's specialty memory business adds stability to the revenue base, as this business provides products for markets that tend to have longer product life cycles based on trailing-edge technologies, and thus provides SMART with a base of low-growth, though consistent, revenues and FCF. The positive outlook reflects Moody's expectation that the EBITDA margin (Moody's adjusted) will improve toward 11%, as SMART benefits from the increasing local content incentives for the use of smartphone memory components made in Brazil and continued recovery in the Brazilian computer market, which should drive demand for SMART's DRAM modules. Given this increasing EBITDA, Moody's expects leverage to improve, with debt to EBITDA (Moody's adjusted) declining toward the low to mid 2x level and FCF steadily increasing over the next year. The positive outlook also reflects an expectation that SMART will refinance the ACRA on favorable terms and that revenues will increase towards $750 million over the next 18 months. . The rating could be upgraded if: * the EBITDA margin improves toward 11% (Moody's adjusted), reflecting the benefit of increasing Brazilian local content incentives, and * SMART generates increasing FCF and an improved liquidity profile, and * SMART refinances the ACRA on favorable terms The rating could be downgraded if: * If SMART's financial condition deteriorates such that SMART consumes cash, leading to a material weakening of liquidity The Revolver and Term Loan are guaranteed by SMART and certain subsidiaries (excluding SMART's Malaysian subsidiary), including the subsidiaries in Brazil that are engaged in the memory business. The Revolver and Term Loan are secured by a first-lien pledge on the assets of the guarantors and a pledge of the equity interest in SMART and certain subsidiaries, including SMART's Malaysian subsidiary. While the lenders benefit from a first priority security interest in the assets of its Brazilian operating subsidiaries, enforcing guarantees and establishing claims over non-US collateral could be time consuming and challenging, which could result in the erosion in value of the realized collateral. To reflect this anticipated challenge in enforcing claims in Brazil, and the exclusion of the Malaysian subsidiary from the pool of guarantors, the ratings of the Revolver and Term Loan reflect a one-notch downward override from the LGD model implied rating. Moody's rates the Revolver B1 and the Term Loan B3, since the credit agreement stipulates that proceeds from the collateral will be used first to repay the Revolver borrowings before any payments are made on the Term Loan. This effectively renders the Term Loan subordinated to the Revolver in the capital structure, although both the Revolver and the Term Loan are secured by a first-lien pledge on the same collateral. The company's overseas restricted subsidiaries provide a negative pledge precluding them from raising a material amount of debt at the overseas operations. The SGL-3 Speculative Grade Liquidity rating reflects SMART's adequate liquidity. Moody's expects SMART will keep at least $5 million of cash and will generate free cash flow ("FCF") of at least $5 million over the next 12 months. External liquidity is provided by the $50 million Revolver, which Moody's expects will remain undrawn. Assignments: Issuer: SMART Modular Technologies (Global), Inc. -- Speculative Grade Liquidity, assigned SGL-3 Upgrades: Issuer: SMART Modular Technologies (Global), Inc. -- Corporate Family Rating, upgraded to B3 from Caa1 -- Probability of Default Rating, upgraded to B3-PD from Caa1-PD -- Senior Secured Term Loan, upgraded to B3 (LGD3) from Caa1 (LGD3) -- Senior Secured Revolver, upgraded to B1 (LGD2) from B2 (LGD2) Outlook Actions: Issuer: SMART Modular Technologies (Global), Inc. -- Outlook, Positive SMART Modular Technologies (Global), Inc, a Cayman Islands exempted company, is a leading independent manufacturer of memory modules, embedded flash products and solid state drives (SSDs) for Original Equipment Manufacturers (OEMs). Its products are used in a variety of applications in the computing, networking, communications, printers, storage and industrial markets. About 28% of the company's equity is publicly-traded, with the remaining equity owned by affiliates of private equity firm Silver Lake Partners and management. The principal methodology used in these ratings was Semiconductor Industry Methodology published in December 2015. SOLID LANDINGS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Affiliated debtors that filed Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Solid Landings Behavioral Health, Inc. 17-12213 2900 Bristol Street, Suite B-300 Costa Mesa, CA 92626 Cedar Creek Recovery, Inc. 17-12218 EMS Toxicology 17-12221 Silver Rock Recovery 17-12222 Sure Haven, Inc. 17-12223 Business Description: Solid Landings Behavioral Health -- http://www.solidlandingsbehavioralhealth.com-- is a private, for-profit corporation located in Costa Mesa, California. Solid Landings Behavioral Health was founded on the fundamental principles of commitment, quality care, and individualized recovery programs for men and women. Programs under Solid Landings Behavioral Health are certified and licensed by the California Department of Health Care Services (DHCS). Chapter 11 Petition Date: June 1, 2017 Court: United States Bankruptcy Court Central District of California (Santa Ana) Judge: Hon. Catherine E. Bauer Debtors' Counsel: David L. Neale, Esq. LEVENE, NEALE, BENDER, YOO & BRILL LLP 10250 Constellation Blvd Ste 1700 Los Angeles, CA 90067 Tel: 310-229-1234 Fax: 310-229-1244 E-mail: dln@lnbyb.com - and - Juliet Y Oh, Esq. LEVENE, NEALE, BENDER, YOO & BRILL LLP 10250 Constellation Blvd Ste 1700 Los Angeles, CA 90067 Tel: 310-229-1234 E-mail: jyo@lnbrb.com Total Assets: $63,070 Total Debt: $10.87 million The petitions were signed by Katie S. Goodman, chief restructuring officer. A full-text copy of Solid Landings Behavioral Health's petition is available for free at: http://bankrupt.com/misc/cacb17-12213.pdf Solid Landings Behavioral Health's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Morgan, Lewis & Bockius LLP Legal Services $177,801 NexTraq Services $136,892 Jacks Properties I, LLC Unpaid Rent $56,637 Valeo Resources, LLC Settlement $50,000 Jackson Lewis P.C. Legal Services $31,724 Michelman & Robinson LLP Legal Services $25,136 Herr Pedersen & Berglund LLP Legal Services $25,000 Peterson Law Group Legal Services $21,935 Vertebrae Services $14,846 Gelber Schachter & Greenberg Legal Services $13,197 SYG Health Systems Inc. Services $9,000 Rutan & Tucker, LLP Legal Services $5,424 Live 4 Recovery Marketing $5,000 Services Palmieri Tyler Legal Services $2,200 LeClairRyan Legal Services $1,542 BSJZ Law Legal Services $1,500 Paul Mazdiyasni Unpaid Rent $900 Tracy L. Allen Legal Services $518 Advanced IT Management Inc. Services $0 Alvarado, Smith & Sanchez Legal Services $0 SOUTHWESTERN ENERGY: Egan-Jones Upgrades Sr. Unsec. Ratings to BB- ------------------------------------------------------------------ Egan-Jones Ratings, on May 17, 2017, raised the local currency and foreign currency senior unsecured ratings on debt issued by Southwestern Energy Co to BB- from B+. Southwestern Energy is an oil and natural gas company based in Houston, Texas. SOUTHWESTERN STEEL: Unsecureds to Get One-Time Full Payment ----------------------------------------------------------- General unsecured creditors of Southwestern Steel & Supply Co Inc. will receive a one-time payment in full on the effective date of its Chapter 11 plan of reorganization, according to court filings. An earlier version of the plan had proposed to pay general unsecured creditors 100% of their claims by making monthly payments over a period of 78 months. Southwestern Steel believes that there are no risks to creditors since it has "secured superpriority financing" for $300,000 to make full payments to all creditors, according to the company's latest disclosure statement filed on May 23 with the U.S. Bankruptcy Court in Arizona. A copy of the third amended disclosure statement is available for free at: https://is.gd/5goQaX About Southwestern Steel Based in Yuma, Arizona, Southwestern Steel & Supply Co., Inc. has been in the business of steel fabrication and erection since 1964. The Debtor filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 14-06520) on April 30, 2014. The Debtor listed total assets of $1.09 million and liabilities of $280,357. John T. Beltran, president signed the petition. Judge Brenda Moody Whinery presides over the case. The Debtor is represented by the Law Office of Phil Hineman, P.C. SPD LLC: Allowed to Continue Using Cash Collateral Through Sept. 1 ------------------------------------------------------------------ Judge Thomas L. Perkins of the U.S. Bankruptcy Court for the Central District of Illinois issued a Second Order authorizing SPD, LLC, a/k/a SPD Next, LLC, to use the cash collateral of South Side Trust and Savings Bank in order to continue operating its five single family homes for the time period from May 1 to Sept. 1, 2017. This matter will be set for a telephonic status hearing to be held upon the Debtor's request for such hearing prior to Sept. 8, 2017. South Side Trust is granted replacement liens upon the five single family homes that are subject to South Side Trust's mortgage lien and all the revenues, profits and avails generated therefrom post-petition that will have the same validity, extent and priority as the liens held by the South Side Trust on Petition Date. Further, the Debtor is directed to pay adequate protection payments to South Side Trust in the amount of $1,000 for the months of April, May, June, July and August, 2017. The Debtor, or its principal Fulton Bouldin, is also directed to pay the first installment of 2016, real estate taxes for the five single family homes on or before the June 6, 2017 due date as an additional adequate protection payment. A full-text copy of the Order, dated May 30, 2017, is available at https://is.gd/U5ocVs About SPD LLC SPD, LLC, formerly known as SPD Next LLC, filed a Chapter 11 bankruptcy petition (Bankr. C.D. Ill Case No. 16-81454) on Oct. 11, 2016. The petition was signed by Fulton L. Bouldin, manager and sole member. The Debtor estimated assets and liabilities at $1 million to $10 million at the time of the filing. The case is assigned to Judge Thomas L. Perkins. The Debtor tapped Karen J. Porter, Esq., at Porter Law Network, as bankruptcy counsel. The Debtor hired Coldwell Banker Commercial Devonshire Realty as its real estate broker that will assist the Debtor in the marketing and sale of its apartment located at 100-130 N. McReynolds Court and 831-841 West Hurlburt Street, Peoria, Illinois. No trustee or creditors' committee has been appointed. SPECTRUM HEALTHCARE: Allowed to Continue Using Cash Collateral -------------------------------------------------------------- Judge James J. Tancredi of the U.S. Bankruptcy Court for the District of Connecticut issued a ninth order granting Spectrum Healthcare LLC, and its debtor-affiliates interim authorization to use the cash collateral. The Debtors' secured creditors are: (1) MidCap Funding IV LLC, as assignee of MidCap Financial, LLC; (2) CCP Finance I, LLC, as assignee of Nationwide Health Properties, LLC, as Lender under the NHP Loan; (3) CCP Park Place 7541 LLC and CCP Torrington 7542 LLC, as agents for NHP with respect to the NHP Lease; (4) Love Funding Corporation; (5) the Secretary of Housing and Urban Development, as additional secured party with LFC; and (6) the State of Connecticut Department of Revenue Services. The Debtors are authorized to pay only their current expenses as reflected in the budget, which Budget will include payment of $10,000 per week in rent to the CCP Landlords. However, Spectrum Manchester Realty or its assignee, MidCap Funding, as the case may be, and the CCP Landlords reserve the right to assert any accrued but unpaid rent or other lease obligations owed or to become owed to them, respectively, as administrative expense claims. Such Administrative Rent Claims will be subordinate to any unpaid, non-professional administrative expenses at the conclusion of the sale process contemplated by the Order or any wind down process that may occur in these cases, except, to the extent of $6,000 per week of rent for each of the CCP Landlords and Spectrum Manchester Realty or its assignee, MidCap Funding, as the case may be, as to such subordination. All collections will continue to be paid into the Collection Accounts, and the funds in the Collection Accounts will be swept, each business day, into the Payment Accounts. Such Funds will continue to constitute cash collateral and will not be applied by MidCap Funding to the Revolver, however, the Funds will be promptly remitted to the Debtors' operating accounts for use in connection with their operations. The Debtors are authorized to adequately protect MidCap Funding, CCP Finance, CCP Park Place, Love Funding, the HUD, and the DRS by: (a) granting them replacement liens on the Collection Accounts and the debtor-in-possession accounts of the Debtors, subject to the Exclusion and Carve-Out, to the same extent and with the same validity, enforceability and priority as the MidCap Prepetition Liens, the NHP Prepetition Liens, the CCP Landlords' Prepetition Liens and the LFC Prepetition Liens (along with HUD's lien as additional secured party) had (and after application of the terms and conditions of the NHC Intercreditor Agreement and the LFC Intercreditor Agreement) against the Debtors' deposit accounts and other assets prior to the Petition Date; and (b) making weekly adequate protection payments of $5,000 to Midcap Funding. Such payments will be applied to the principal of the MidCap Prepetition Obligations, but may be recharacterized as payments of interest (along with reasonable fees, costs, or other charges. Excluded from the liens and interests held by the Secured Creditors in property of the Debtors' bankruptcy estates, including any replacement lien granted by the Order will be: (a) any lien on or interest in the Debtors' claims, causes of claim or proceeds from avoidance actions, and (b) a carve-out for payment of the Debtors' professional fees in the amount of $225,000 and for payment of the professionals of any Committee appointed in the Bankruptcy Cases in the amount of $75,000. The Secured Parties are each granted an additional replacement lien in cash collateral, Accounts including without limitation, health-care insurance receivables and governmental healthcare receivables and all proceeds thereof whether deposited in the Collections Accounts, any payment account or elsewhere, and other collateral in which each of the Secured Parties held a security interest prepetition, to the extent of any diminution of the value of the prepetition security interest, tax lien or set-off or recoupment rights the Secured Parties may claim in the Cash Collateral Accounts or other collateral (including accounts receivable) for the MidCap Prepetition Obligations, the NHP Prepetition Obligations, the CCP Landlords' Prepetition Obligations or the LFC Prepetition Obligations. To the extent that the adequate protection provided to MidCap, the CCP Landlords, as agents for NHP, or CCP Finance proves to be inadequate, such claim will constitute an allowed administrative expense claim against each of the Debtors on a joint and several basis with priority over all other administrative claims in the Bankruptcy Cases. The further hearing on the continued use of cash collateral will be held on June 29, 2017 at 12:00 p.m. A full-text copy of the Ninth Order, dated May 30, 2017, is available at https://is.gd/210pSX About Spectrum Healthcare Spectrum Healthcare, LLC, and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Conn. Case Nos. 16-21635 to 16-21639) on Oct. 6, 2016. The petitions were signed by Sean Murphy, chief financial officer. The Debtors are represented by Elizabeth J. Austin, Esq., Irve J. Goldman, Esq., and Jessica Grossarth, Esq., at Pullman & Comley, LLC. Blum, Shapiro & Co., P.C. serves as their accountant and financial advisor. At the time of filing, the Debtors listed these assets and liabilities: Total Estimated Assets Liabilities ---------- ----------- Spectrum Healthcare $282,369 $500K-$1M Spectrum Healthcare Derby $2,068,467 $1M-$10M Spectrum Healthcare Hartford $4,188,568 N/A Spectrum Healthcare Manchester, LLC $2,729,410 N/A Spectrum Healthcare Torrington, LLC $3,321,626 N/A Spectrum Healthcare and its affiliates previously filed Chapter 11 petitions (Bankr. D. Conn. Case No. 12-22206) on Sept. 10, 2012. William K. Harrington, the United States Trustee for the District of Connecticut, appointed Nancy Shaffer, M.A., a member of the Connecticut Long Term Care Ombudsman's Office, as the Patient Care Ombudsman for Spectrum Healthcare Derby, LLC, Spectrum Healthcare Hartford, LLC, Spectrum Healthcare Manchester, LLC, and Spectrum Healthcare Torrington, LLC. SPI ENERGY: Falls Short of Nasdaq Minimum Bid Price Requirement --------------------------------------------------------------- SPI Energy Co., Ltd. received a notification letter from the Listing Qualifications Department of The Nasdaq Stock Market Inc. on May 25, 2017, notifying the Company that the minimum bid price per American depositary share, each representing ten ordinary shares of the Company, was below $1.00 for a period of 30 consecutive business days and that the Company did not meet the minimum bid price requirement set forth in Rule 5450(a)(1) of the Nasdaq Listing Rules. The Nasdaq notification letter does not result in the immediate delisting of the Company's securities. Pursuant to Rule 5810(c)(3)(A) of the Nasdaq Listing Rules, the Company has a compliance period of 180 calendar days, or until Nov. 21, 2017, to regain compliance with Nasdaq's minimum bid price requirement. If at any time during the Compliance Period, the closing bid price per ADS is at least $1.00 for a minimum of 10 consecutive business days, Nasdaq will provide the Company a written confirmation of compliance and the matter will be closed. In the event that the Company does not regain compliance by Nov. 21, 2017, the Company may transfer to the Nasdaq Capital Market where, subject to the determination by the staff of Nasdaq, it may be eligible for an additional 180 calendar day compliance period if it meets the initial listing requirements, with the exception of bid price, of the Nasdaq Capital Market, and provides written notice to Nasdaq of its intention to cure the deficiency. About SPI Energy Co., Ltd. SPI Energy Co., Ltd. is a global provider of photovoltaic (PV) solutions for business, residential, government and utility customers and investors. SPI Energy focuses on the downstream PV market including the development, financing, installation, operation and sale of utility-scale and residential solar power projects in China, Japan, Europe and North America. The Company operates an innovative online energy e-commerce and investment platform, www.solarbao.com, which enables individual and institutional investors to purchase innovative PV-based investment and other products; as well as www.solartao.com, a B2B e-commerce platform offering a range of PV products for both upstream and downstream suppliers and customers. The Company has its operating headquarters in Hong Kong and maintains global operations in Asia, Europe, North America and Australia. For additional information, please visit: www.spisolar.com, www.solarbao.com or www.solartao.com. SPI Energy reported a net loss of $185 million on $191 million of net sales for the year ended Dec. 31, 2015, compared to a net loss of $5.19 million on $91.6 million of net sales for the year ended Dec. 31, 2014. As of Dec. 31, 2015, SPI Energy had $710 million in total assets, $493 million in total liabilities and $216.6 million in total stockholders' equity. KPMG Huazhen LLP, in Shanghai, China, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that SPI Energy Co., Ltd., and its subsidiaries have suffered significant losses from operations and have a negative working capital as of Dec. 31, 2015. In addition, the Group has substantial amounts of debts that will become due for repayment in 2016. The auditors said these factors raise substantial doubt about the Group's ability to continue as a going concern. SPI ENERGY: Will Sell UK Solar Project to Capital Stage AG ---------------------------------------------------------- SPI Energy Co., Ltd., a global clean energy market place for business, residential, government and utility customers and investors, announced that its wholly-owned subsidiary, SPI China(HK) Limited, has entered into an agreement to sell the entire issued share capital of Todderstaffe Solar Limited ("Todderstaffe Farm"), which holds a solar project in the United Kingdom with the capacity of approximately 4.5 megawatts (MW), to the SDAX-listed Capital Stage AG, Germany's largest independent solar park operator. The Todderstaffe Farm solar project is located in Poulton, Lancashire. The project commenced construction in January, 2017 and was connected to the grid end of March 2017. The Todderstaffe Farm solar project is eligible to receive Renewables Obligation Certificates (ROCs) at 1.2 ROCs/MWh under the UK’s Renewables Obligation (RO) scheme. "We are delighted to work with valuable partner Capital Stage, Germany's largest independent solar park operator and a leading clean energy investor on the sale of Todderstaffe Farm solar project," said Xiaofeng Peng, chairman and chief executive officer of SPI Energy. "The success of this transaction is another testament to the quality of our solar farm projects and the growing track record of delivering bankable solar power solutions in the UK market." Holger Gotze, COO at Capital Stage, said, "We are very pleased to work with SPI Energy on the Todderstaffe Farm solar power project, which gave us the opportunity to acquire an attractive and high quality solar park that will add to our already existing clean energy investments in the UK. With the new acquisition our generating capacity in the UK will increase to over 90 MW in total." About Capital Stage AG Capital Stage AG is listed on the SDAX of the Deutsche Borse (German stock exchange) and is Germany's largest independent solar park operator. The core business is the acquisition and operation of solar parks and (onshore) wind farms. Capital Stage also offers professional investors attractive opportunities to invest in renewable energy plants. Capital Stage has become one of the leading independent European power producers (IPP) with a total of 161 solar parks and 47 wind farms summing up to a generation capacity of almost 1.3 GW in Germany, Denmark, Austria, Italy, France, Finland, the United Kingdom and Sweden. About SPI Energy Co., Ltd. SPI Energy Co., Ltd. is a global provider of photovoltaic (PV) solutions for business, residential, government and utility customers and investors. SPI Energy focuses on the downstream PV market including the development, financing, installation, operation and sale of utility-scale and residential solar power projects in China, Japan, Europe and North America. The Company operates an innovative online energy e-commerce and investment platform, http://www.solarbao.com/, which enables individual and institutional investors to purchase innovative PV-based investment and other products; as well as http://www.solartao.com/, a B2B e-commerce platform offering a range of PV products for both upstream and downstream suppliers and customers. The Company has its operating headquarters in Hong Kong and maintains global operations in Asia, Europe, North America and Australia. SPI Energy reported a net loss of $185 million on $191 million of net sales for the year ended Dec. 31, 2015, compared to a net loss of $5.19 million on $91.6 million of net sales for the year ended Dec. 31, 2014. As of Dec. 31, 2015, SPI Energy had $710 million in total assets, $493 million in total liabilities and $216.6 million in total stockholders' equity. KPMG Huazhen LLP, in Shanghai, China, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that SPI Energy Co., Ltd., and its subsidiaries have suffered significant losses from operations and have a negative working capital as of Dec. 31, 2015. In addition, the Group has substantial amounts of debts that will become due for repayment in 2016. The auditors said these factors raise substantial doubt about the Group's ability to continue as a going concern. STARR PASS: Disclosure Statement Hearing on July 28 --------------------------------------------------- The U.S. Bankruptcy Court for the District of Arizona is set to hold a hearing on July 28, at 11:00 a.m., to consider approval of the disclosure statement, which explains the Chapter 11 plan of reorganization for Starr Pass Residential, LLC. The hearing will take place at the U.S. Courthouse and Federal Building, Courtroom 301, 230 N. First Avenue, Phoenix, with video conference available from the Tucson Bankruptcy Courthouse, Courtroom 206, 38 S. Scott Avenue, Tucson. Objections to approval of the disclosure statement must be filed no later than five business days prior to the hearing. About Starr Pass Residential Starr Pass Residential LLC filed a Chapter 11 bankruptcy petition (Bankr. D. Ariz. Case No. 14-09117) on June 12, 2014. Christopher Ansley signed the petition as authorized officer. Gust Rosenfeld, P.L.C., serves as the Debtor's counsel. The Debtor disclosed total assets of $7.40 million and liabilities of $146 million. The bankruptcy case was reassigned to Judge Eileen W. Hollowell after Judge Brenda Moody Whinery recused herself from hearing any matter on the case. An official committee of unsecured creditors has not yet been appointed. STEPHCHRIS OF MISSOURI: Full Payment in 45 Months for Unsecureds ---------------------------------------------------------------- StephChris of Missouri, LLC, filed with the U.S. Bankruptcy Court for the Eastern District of Missouri a small business first amended combined plan of reorganization and disclosure statement. The amended plan changes the treatment of Class 2a Secured Claims and Class 4 General Unsecured Claims. Class 2a Secured Claims (Midwest Regional Bank) will now be paid in full no later than Sep. 27, 2036, at an interest rate of 2.75% over the Prime Rate. The previous plan proposed to pay this class in full amortized over 30 years at 5% fixed interest with a balloon payment after 15 years. Class 4 general unsecured claims will now be paid pro rata share of available cash quarterly commencing after payment of Section 1930 claims, administrative expense claims, and convenience claims in full. Based upon Debtor's projections, the Debtor estimates that holders of General Unsecured Claims will be fully paid in approximately 45 months. The previous plan asserted that holders of general unsecured claims will receive a total distribution of approximately 68% of their allowed claims during the three-year term plan. The Debtor believes its projections to be conservative, as revenue for the first four months of 2017 grew at 7% over 2016 rather than the 5.5% rate assumed in the projections. A copy of the Amended Disclosure Statement is available at: http://bankrupt.com/misc/moeb16-45026-78.pdf About StephChris of Missouri LLC StephChris of Missouri, LLC, a retail Dairy Queen operator, filed a Chapter 11 petition (Bankr. E.D. Mo. Case No. 16-45026) on July 15, 2016. The petition was signed by Brian D. Brown, managing member. The case is assigned to Judge Kathy A. Surratt-States. The Debtor estimated total assets and total debts at more than $1 million at the time of the filing. STRONGHOLD ASSET: Hires New Wealth as Real Estate Broker -------------------------------------------------------- Stronghold Asset Management, LLC seeks authorization from the U.S. Bankruptcy Court for the Central District of California to employ New Wealth Real Estate, Inc. as real estate professional, nunc pro tunc to January 1, 2017. The Debtor desires to employ New Wealth, its members, and associates, as real estate professionals, to serve and provide guidance and representation of the Estate in selling real property of the Estate, at the expense of the Estate. The Debtor entered into a Residential Listing Agreement with New Wealth, through which New Wealth listed for sale the real property located at 5021 Topeka Drive, Tarzana, CA 91356 (APN 2176-009-005)(the "Real Property") with a listing price of $2,175,000. New Wealth will be reimbursed for reasonable out-of-pocket expenses incurred. Zoya Vladimirskaya, real estate agent of New Wealth, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. New Wealth can be reached at: Zoya Vladimirskaya NEW WEALTH REAL ESTATE, INC. 5445 Sylvia Avenue Tarzana, CA 91356 Tel: (213) 841-9437 E-mail: zoya36@aol.com About Stronghold Asset Stronghold Asset Management Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 16-11961) on July 6, 2016. The petition was signed by Edward Akselrod, chief executive officer. The case is assigned to Judge Maureen Tighe. At the time of the filing, the Debtor estimated its assets and debts at $1 million to $10 million. SUPERIOR INDUSTRIES: Moody's Assigns B2 Corporate Family Rating --------------------------------------------------------------- Moody's Investors Service assigned ratings to Superior Industries International, Inc. including a Corporate Family Rating ("CFR") and a Probability of Default Rating at B2 and B2-PD, respectively. In a related action Moody's assigned a B1 rating to Superior's proposed first lien senior secured credit facilities, including a $160 million revolving credit and a $400 million term loan; and a Caa1 rating to the proposed EUR240 million senior unsecured note. The Speculative Grade Liquidity Rating is SGL-3. The rating outlook is stable. The rating action follows Superior's announcement that 92.3% of the outstanding shares of UNIWHEELS AG ("Uniwheels") have been validly tendered in support of Superior's previously announced agreement to acquire Uniwheels. In the tender offer, UNIWHEELS Malta Holdings, Uniwheels' controlling shareholder, tendered approximately 61.3% of Uniwheels common shares. The aggregate equity purchase price, assuming all outstanding shares are tendered, is anticipated to be approximately $778 million. The transaction will be funded through a combination of $675 million of debt, $150 million of preferred equity, and balance sheet cash. The preferred equity will be purchased by TPG Growth, an equity investment platform of TPG, a global private investment firm. The transaction has been approved by the Boards of Directors of Superior and UNIWHEELS Malta Holdings. The settlement of the transaction occurred on May 30, 2017. Uniwheels is one of the leading manufacturers of aluminum wheels for passenger cars and light-duty vehicles in Europe and a technology leader worldwide in the aluminum wheel industry. Uniwheels is the third largest European supplier of OEM wheels for the automotive industry as well as the market-leading manufacturer of alloy wheels for the aftermarket in Europe. Revenue in 2016 was EUR464.1 million. Ratings Assigned: Superior Industries International, Inc. Corporate Family Rating, B2; Probability of Default, B2-PD; $160 million first lien senior secured revolving credit facility, B1 (LGD3); $400 million first lien senior secured term loan B facility, B1 (LGD3); EUR240 million senior unsecured notes, Caa1 (LGD5); Speculative Grade Liquidity Rating, SGL-3; Outlook: Stable. RATINGS RATIONALE Superior's B2 Corporate Family Rating incorporates the company's uneven operating performance, resulting high pro forma leverage; and expected weak near-term free cash flow generation following the acquisition of Uniwheels. Superior has experienced growth in operating income over the recent years, supported by increasing volumes. Yet, operating inefficiencies over the past several quarters have adversely impacted results. This performance combined with the high purchase multiple consideration for Uniwheels (about 10.5x 2016's EBITDA ) results in a high pro forma Debt/EBITDA leverage of about 4.8x (inclusive of Moody's standard adjustments). With the elimination of certain one-time items, expected synergies, and run-rate improvement, management expects Debt/EBITDA leverage to improve to about 3.7x over-the intermediate term. However, this targeted leverage, is already challenged by Superior's weak first quarter 2017 operating performance. Further, Moody's believes the incremental capital expenditures needed to support business growth will drive weak free cash flow generation over the next 12- 15 months. That said, Moody's also believes several positive aspects will result from the acquisition of Uniwheels over the intermediate-term including increased regional and customer diversification, the opportunity for further operating efficiencies (as Uniwheel's operation are more profitable), and cross-selling opportunities. The stable rating outlook reflects Moody's expectation that gradually improving operations within Superior's base business along strong profitability from the Uniwheels business will support improving profitability over the intermediate-term. Yet, plateauing global automotive demand may temper the company's growth prospects resulting only in modest Debt/EBITDA leverage improvement over the near-term. Following the transaction, Superior is anticipated to have an adequate liquidity profile over the next 12-15 months-term supported by a $160 million revolving credit facility. Pro forma for the transaction, Superior is estimated to have about $10 million of cash on hand. The proposed $160 million revolving credit facility is expected to have ample availability after about $5 million of usage to support the transaction. Free cash flow generation over the near-term is expected to be break--even before the payment of preferred dividends, which may be deferred at the company's option. In addition, higher capital expenditures to support a new paint line, higher inventory costs to replenish depleted levels, and ongoing dividends are likely to reduce the company's cash levels over the next 12-15 months. The financial maintenance covenant for the senior secured revolving credit facility is expected to be a maximum consolidated total net leverage ratio test which is not expected to trigger over the next 12-18 months. The term loan will not have financial maintenance covenants. Superior's ratings could be upgraded or the outlook changed to positive if the company continues to improve its base business operations and successfully integrates the Uniwheels acquisition. Higher ratings could arise if Debt/EBITDA approaches 3.5x and EBITA/Interest over 3.0x on a run rate basis. Superior's ratings could be downgraded if the company is unable to improve its base business operations, unsuccessfully integrates the Uniwheels acquisition, or if conditions in the automotive industry deteriorate. Lower ratings could arise if EBITA/interest expense is expected to be maintained under 2.0x, or if Debt/ EBITDA approaches 6.0x. A deteriorating liquidity profile could also drive a negative ratings action. Headquartered in Southfield, Michigan, Superior is the largest manufacturer of aluminum wheels for passenger cars and light-duty vehicles in North America. From its facilities in the U.S. and Mexico, the company supplies aluminum wheels to the original equipment market. Revenue in 2016 was $732.7 million. SWANKE HAYDEN: Unsecured Creditors Won't Get Paid Under Plan ------------------------------------------------------------ Swanke Hayden Connell Ltd., et al., filed with the U.S. Bankruptcy Court for the Southern District of New York a disclosure statement dated May 19, 2017, referring to the Debtors' plan of reorganization. General unsecured creditors and certain priority creditors will not be paid because there are no assets left to pay creditors. The Debtors scheduled general unsecured creditors in the amount of $5,238,951.67 (which include duplicative claims filed in each of the three cases but which are not relevant or significant in light of the fact that this liquidating plan will probably never provide for any payments to general unsecured creditors at all). The Debtors filed this Plan based on the fact that the Debtors are liquidating their assets and it appears there are insufficient assets to pay the Chapter 11 administration expenses in full after the payment of certain creditors based on a settlement reached with creditors in the Court. The Debtors will have obtained the necessary funds for Confirmation to pay a portion of the administrative costs of this bankruptcy case from the balance of the cash in the Debtors accounts and from the NYP settlement or recovery. The Debtors project that there will be no full recovery to these professionals and there will be no recovery to the unsecured creditors. The Debtor expects that the confirmation of the Plan will probably take place on or about June 30, 2017, on the basis of a single hearing by the Court which conditionally approves the Disclosure Statement and has a joint hearing on Disclosure Statement and confirmation. This is a liquidating plan which will not require any voting. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/nysb15-10009-421.pdf About Swanke Hayden New York City-based Swanke Hayden Connell Architects -- http://www.shca.com/-- is the firm behind the Fifth Avenue Trump Tower and the Statue of Liberty restoration. It operated under different guises since 1906. Its portfolio includes the revival of Central Park's Tavern on the Green and the City of London Academy. It has also worked on several projects in Russia in recent years, most notably the Eurasia Tower for the Russian Federation. Affiliates Swanke Hayden Connell Ltd. (Bankr. S.D.N.Y. Case No. 15-10009), Design 360 Inc. (Bankr. S.D.N.Y. Case No. 15-10010), and Swanke Hayden Connell & Partners LLP (Bankr. S.D.N.Y. Case No. 15-10011) filed for Chapter 11 bankruptcy protection on Jan. 6, 2015). The petitions were signed by Richard Seth Hayden, president. SWIM SEVENTY: Hires Neubert Pepe as Counsel ------------------------------------------- Swim Seventy, LLC seeks authorization from the U.S. Bankruptcy Court for the District of Connecticut to employ Neubert, Pepe & Monteith, P.C. as counsel. The Debtor requires Neubert Pepe to: (a) advise the Debtor of its rights, powers, and duties as a debtor and debtor-in-possession continuing to operate and manage its business and property; (b) advise the Debtor concerning, and assisting in the negotiation and documentation of, financing agreements, debt restructuring, and related transactions; (c) review the nature and validity of any liens asserted against the property of the Debtor, and advising the Debtor concerning the enforceability of such liens; (d) advise the Debtor concerning the actions that these might take to collect and to recover property for the benefit of the Debtor's estate; (e) prepare on the Debtor's behalf necessary and appropriate applications, motions, pleadings, draft orders, notices, and other documents, and reviewing all financial and other reports to be filed in this Chapter 11 case; (f) advise the Debtor concerning, and prepare responses to, applications, motions, pleadings, notices, and other papers which may be filed and served in this Chapter 11 case; (g) counsel the Debtor in connection with the formulation, negotiation, and prosecution of a plan of reorganization and related documents; and (h) perform all other legal services for and on behalf of the Debtor which may be necessary or appropriate in the administration of this Chapter 11 case. Neubert Pepe will be paid at these hourly rates: Principals $400 Associates and Counsel $175-$325 Paralegal $145 Neubert Pepe will also be reimbursed for reasonable out-of-pocket expenses incurred. Douglas S. Skalka, principal of Neubert Pepe, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. Neubert Pepe can be reached at: Douglas S. Skalka, Esq. NEUBERT, PEPE & MONTEITH, P.C. 195 Church Street, 13th Floor New Haven, CT 06510 Tel: (203) 821-2000 E-mail: dskalka@npmlaw.com Swim Seventy, LLC -- http://swimseventy.com/about/-- is for-profit, and privately owned company that provides swim lessons, adult triathlon training, aquatic group fitness and aquatic rehabilitation. Swim Seventy, based in Norwalk, Conn., filed a Chapter 11 petition (Bankr. D. Conn. Case No. 17-50549) on May 15, 2017. The Hon. Julie A. Manning presides over the case. Douglas S. Skalka, Esq., at Neubert, Pepe & Monteith, P.C., serves bankruptcy counsel. In its petition, the Debtor estimated $100,000 to $500,000 million in assets and $1 million to $10, million in liabilities. The petition was signed by Antoinette L. Phillips, member. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/ctb17-50549.pdf TAR HEEL: Trustee Selling Tanks and Equipment to Raymer for $5K --------------------------------------------------------------- John Paul H. Cournoyer, Chapter 11 Trustee for Tar Heel Oil II, Inc. and Gambill Oil, LLC, asks the U.S. Bankruptcy Court for the Middle District of North Carolina to authorize the sale of underground storage tanks ("USTs") and equipment to Raymer Oil Co. for $5,000. Tar Heel owns underground storage tanks at four gas station locations in Wilkes County and Alleghany County, North Carolina, known as Lackey's Market, Rock Creek Convenience Store, Run-In 804 and Pro Stop in Roaring Gap, North Carolina. Tar Heel also owns certain dispensers, pumps, cash registers and canopies at these locations. Raymer Oil has purchased the gas stations at these locations from the previous owner. Although Raymer Oil has been purchasing gasoline from the Debtor on an interim basis, it ultimately intends to supply gasoline to these locations itself. The dispensers and other equipment at these locations are old, and based upon consultation with Cary Oil Co., the Trustee believes their value is nominal. A motorist crashed into and damaged the dispensers and canopy at the Rock Creek Convenience Store Location. Additionally, the North Carolina Department of Environmental Quality issued a Notice of Violation with respect to the Rock Creek Convenience Store location. After consultation with the bankruptcy estate's UST compliance consultant, the Trustee believes that the cost to address the Notice of Violation exceeds the value of the assets and the value of the minimal anticipated future gasoline sales to the location. For these reasons, the Trustee assigns minimal value to the tangible assets at these locations. Subject to Court approval, and as more specifically set forth in the Bill of Sale, the Trustee has agreed to sell the USTs, all equipment, and the potential claim against the motorist, to the Buyer for $5,000. The sale will be "as is, where is," with no representations or warranties of any kind. A copy of the Purchase Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Tar_Heel_261_Sales.pdf The Trustee proposes to retain the proceeds in Tar Heel's segregated "equipment proceeds" account. Such funds will not be used in connection with operations. Cary Oil and BLT Investments, LLC both assert liens in the Debtor's equipment. However, both Cary Oil and BLT have consented to the sale. Therefore, there is a basis for conveying such assets free and clear of liens with respect to such assets. The Purchaser can be reached at: RAYMER OIL, INC. Attn: Matthew Redmond, President P.O. Box 111 Statesville, NC 28687 About Tar Heel Oil Tar Heel Oil II, Inc., and Gambill Oil, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Lead Case No. 16-50216) on March 4, 2016. Arthur H. Lankford, president, signed the petitions. Tar Heel Oil disclosed assets of $3.18 million and debt of $6.03 million. Gambill Oil disclosed assets of $986,674 and debt of $3.28 million. The cases are assigned to Judge Benjamin A. Kahn. The Debtors tapped Charles M. Ivey, III, Esq., at Ivey, McClellan, Gatton, & Siegmund, LLP, as counsel; and Nelson & Company, PA serves as accountant. On Nov. 4, 2016, the court appointed John Paul Cournoyer as Chapter 11 trustee for the Debtors. The trustee retained John A. Northen, Esq., and Vicki L. Parrott, Esq., as his legal counsel. No official committee of unsecured creditors has been appointed in the case. TCC GENERAL: Wants Cash Access Until Plan Confirmation ------------------------------------------------------ TCC General Contracting, Inc., asks the U.S. Bankruptcy Court for the Central District of California approval to use cash collateral through plan confirmation. A hearing to consider allowing the Debtor to further use cash collateral will be held on June 28, 2017, at 10:00 a.m. The Debtor operates a water and tire remediation and restoration business in 23 Lancaster, California, has 22 employees more or less. The Debtor's postpetition gross revenues have amounted to $2,757,466 on the cash basis as of April 30, 2017. According to its fourth supplement to cash collateral motion, the Debtor has identified the steps it needs to take to reorganize and has been implementing those steps. In particular, the Debtor has lowered its costs of goods sold, reduced its employee count while maintaining a similar work load, reducing its overhead expenses and paying obligations. According to the Debtor, $24,487 is the amount of the increase in value of the cash collateral from July 8, 2016, through Oct. 30, 2017, the end of the next interim period. The receivables, work in progress and bids for work figures are based on averages from the figures in the last cash collateral motions (July 2016, September 2016, December 2016 and April 2017). The Debtor seeks authorization to use its monies to operate its business, to honor existing and future contracts for work. The Debtor says that if it cannot use cash collateral, it would need to cease its business operation and let its employees go. The Debtor seeks authority to use cash collateral on a final basis, in the ordinary course of business through plan confirmation or alternatively to use cash collateral on an interim basis. The Debtor requests that the Court take these actions: -- authorize the Debtor to use cash collateral on a final basis in the ordinary course of business through plan confirmation or alternatively on an interim basis pursuant to the terms of the budget attached with the requested variances, rollover provisions and application of excess revenues to costs of goods sold; and -- grant to the lenders asserting interests in the Debtor's monies replacement liens in collateral of the estate including the proposed adequate protection payments to Windset and to IOU. Three entities assert interests in estate monies. The Debtor assumes their interests are properly perfected though this may not be correct. The Debtor says that these entities asserting interests in estate monies are adequately protected by virtue of the increase in the value of the security and adequate protection payments being offered. The Debtor needs cash collateral to operate its business, pay employees, pay rent and utilities and pay other expenses. Without cash collateral, the Debtor will need to shut its business. The Debtor states that if it cannot use cash collateral, its reputation in the industry will be severely harmed. The Debtors believe that the three entities' interests are adequately secured. They are afforded adequate protection of their claims: (a) the value of the assets; (b) continue operating the business; (c) operating the business creates additional revenues; (d) all assets are adequately insured; and (e) providing replacement liens to the three entities to the extent their prepetition liens attached to property of the Debtor prepetition and with the same validity, priority, and description of collateral. The Debtor proposes to make monthly adequate protection payments as follows: -- IOU $284 -- Windset $1,140 The Court may not consent to this relief so the Debtor has offered the budget through Oct. 30, 2017. A copy of the Supplement is available at: http://bankrupt.com/misc/cacb16-18301-156.pdf As reported by the Troubled Company Reporter on March 23, 2017, the Court approved the Debtor's third supplement the cash collateral motion, authorizing the Debtor to use cash collateral, in the amounts specified in the budget, for the period Feb. 17, through June 30, 2017, and the June 30th date may be extended by a written agreement between Windset Capital Corporation and Debtor, and approved by the Court. About TCC General Contracting TCC General Contracting, Inc., operates a water and fire restoration company in Lancaster, California. It employs 30 employees and, based on gross revenues year to date, would realize gross revenues of perhaps $3.3 million. It filed for Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No. 16-18301) on June 22, 2016. The bankruptcy petition was signed by Thomas C. Conroy IV, president. The Debtor is represented by Steven R. Fox, Esq., at the Law Offices of Steven R. Fox. The case is assigned to Judge Sheri Bluebond. The Debtor estimated assets and debt at $500,000 to $1,000,000. TENNESSEE SEAFOOD: Sale of All Assets to LJS for $320K Approved --------------------------------------------------------------- Judge Marian F. Harrison of the U.S. Bankruptcy Court for the Middle District of Tennessee authorized Tennessee Seafood, LLC's private sale of substantially all assets to LJS Opco Two, LLC for $320,000. The Debtor's only secured creditor is the Internal Revenue Service, who holds federal tax liens encumbering the Debtor's assets, has agreed to withdraw its objection to the sale, and consent to the sale and partially release its federal tax liens against the Debtor as to the sold assets on the condition that its lien attach to the sale proceeds and, thereafter, it receive $180,600 of the sales proceeds. McLane Foodservice, Inc., filed an objection to the sale, but has agreed to withdraw its objection, based on the distribution of $26,400 on account of its allowed administrative and PACA claim. The objection of P. G. & G. Partners has been resolved, based upon its agreement to enter into a new lease with the Buyer. The Buyer will receive $100,000 credit towards the post-petition royalties and advertising due to Long John Silver's, which will be reflected as a set-off at closing. As part of the sale closing, the Debtor and each landlord for the LJS Restaurants will execute lease assignments for the LJS Restaurants that set forth the pre-petition cure payments, if any, that the landlord has agreed to accept, or will execute new leases for the LJS Restaurants, which will release Debtor from any pre-petition obligations to the landlords. The parties have agreed to a modification of the Asset Purchase Agreement to change the Closing Date from May 18, 2017 to May 31, 2017, with the Buyer taking possession of the Purchased Assets at 12:01 a.m. on June 1, 2017. The sale is free and clear of all liens, claims, and encumbrances. The Debtor is authorized to close the sale immediately, notwithstanding Bankruptcy Rule 6004(h). The Debtor or a closing agent for the sale is authorized to distribute the sale proceeds consistent with the terms of the Asset Purchase Agreement and the Order. About Tennessee Seafood Clarksville, Tennessee-based Tennessee Seafood, LLC, a franchisee of Long John Silvers, filed a Chapter 11 petition (Bankr. M.D. Tenn. Case No. 16-04928) on July 12, 2016. The Hon. Marian F. Harrison is the case judge. The Debtor tapped Steven L. Lefkovitz, Esq., at the Law Offices Lefkovitz & Lefkovitz, as counsel. The Debtor disclosed $114,041 in assets and $2.38 million in liabilities. The petition was signed by Farid Rostampour, chief manager. TERRACE MANOR: Latest Plan Revises Classification of Claims ----------------------------------------------------------- Terrace Manor, LLC filed with the U.S. Bankruptcy Court for the District of Columbia its latest Chapter 11 plan of reorganization, which contains changes to the classification of claims and to the provisions on the treatment of general unsecured claims. Under the latest plan, Terrace Manor created two additional classes of claims: Class 4, which consists of the claim asserted by the District of Columbia on behalf of tenants under the Consumer Protection and Procedures Act; and Class 6, which consists of the general unsecured claims of Sanford Capital, LLC and Oakmont Management Group. According to the plan, the District of Columbia will receive cash equal to 100% of its allowed Class 4 claim, plus interest; or such other amount agreed upon by the claimant and Terrace Manor. Class 4 claim is disputed by the company. In the event that the District of Columbia succeeds in prosecuting its claim, the company believes that its maximum liability is less than $500,000. Sanford and Oakmont will receive cash equal to 100% of their allowed Class 6 claims, plus interest. In the event that the proceeds from the sale of Terrace Manor's 61-unit apartment building in Washington, DC, are not enough to pay claims in Classes 1 to 5 in full, Sanford and Oakmont will receive payments only after those claims are paid in full, according to Terrace Manor's latest disclosure statement filed on May 23. Meanwhile, the latest plan proposes to pay creditors holding allowed Class 5 general unsecured claims within 10 days after the effective date of the plan; and contains an estimate of the total amount of Class 5 claims allowed by the court, which is $266,576.29. The original plan had proposed to pay general unsecured creditors on the effective date. A copy of the latest disclosure statement is available for free at https://is.gd/sZROiN About Terrace Manor LLC Terrace Manor, LLC, owns a 61-unit residential apartment building located at 3341-3353 23rd Street S.E., 2276 Savanah Street, S.E. and 2270-2272 Savanah Street, S.E. Washington, DC. It is a single asset real estate as defined in 11 U.S.C. Section 101(51B). Sanford Capital, LLC, is the 100% owner of Debtor. The Debtor filed a Chapter 11 petition (Bankr. D.D.C. Case No. 17-00175) on March 30, 2017. The petition was signed by Carter A. Nowell, managing member of Sanford Capital. The case is assigned to Judge Martin S. Teel, Jr. At the time of filing, the Debtor had estimated both assets and liabilities between $1 million to $10 million. Brent C. Strickland, Esq., and Christopher A. Jones, Esq., at Whiteford, Taylor & Preston L.L.P., are serving as bankruptcy counsel to the Debtor. On April 10, 2017, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization. TIDEWATER INC: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Tidewater Inc. as of May 31, according to a court docket. About Tidewater Inc. Founded in 1955, Tidewater, Inc. (NYSE: TDW) is a publicly traded international petroleum service company headquartered in New Orleans, Louisiana. 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 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 administrative advisor, and claims and solicitation agent. TIFARO GROUP: Case Summary & 24 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: The Tifaro Group, Ltd. aka Tifaro Group, Ltd. 4615 Southwest Freeway, Suite 436 Houston, TX 77027 Type of Business: Tifaro Group is a Texas limited partnership whose principal assets are located at 2530 Gulf Freeway, League City, TX 77573 (Galveston County). Chapter 11 Petition Date: June 2, 2017 Case No.: 17-80171 Court: United States Bankruptcy Court Southern District of Texas (Galveston) Judge: Hon. David R Jones Debtor's Counsel: Melissa Anne Haselden, Esq. HOOVER SLOVACEK LLP Galleria II Tower 5051 Westheimer, Suite 1200 Houston, TX 77056 Tel: 713.977.8686 Fax: 713.977.5395 E-mail: Haselden@hooverslovacek.com Estimated Assets: $10 million to $50 million Estimated Debt: $10 million to $50 million The petition was signed by J. Patrick Magill, president of Magill, P.C., financial agent of The Tifaro Group Management Company, LLC, general partner of The Tifaro Group, Ltd. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/txsb17-80171.pdf Debtor's List of 24 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Brian Maneevese, MD Suspension of $14,762 Payments for buybacks of investment units Capital One Guarantor Unknown National Association Carlos Casteneda, MD Suspension of $14,762 Payments for buybacks of investment units Coppell ED MOB, LLC Guarantor of Unknown Email: Tom.Pisula@ Lease with EC pinecroftrealty.com Coppell, LLC (tenant) Danna Young, MD Suspension of $38,778 payments for buybacks of investment units Debra Muncy, MD Suspension of $38,778 payments for buybacks of investment units Earl Miller, MD Suspension of $42,761 payments for buybacks of investment units Frisco ED MOB LLC Guarantor of Unknown email:Tom.Pisula@ Lease with EC pinecroftrealty.com Potranco, LLC (tenant) Gregory Reimer, MD Suspension of $38,778 payments for buybacks of investment units Hazel Cebrun, MD Suspension of $38,778 payments for buybacks of investment units Hugh Burris, MD Suspension of $38,778 payments for buybacks of investment units Kathryn Burk, MD Suspension of $27,720 payments for buybacks of investment units Kevin Chiu, MD Suspension of $14,762 payments for buybacks of investment units Mansfield ED MOB, LLC Guarantor of Unknown Email:Tom.Pisula@ Lease of pinecroftrealty.com Mansfield, LLC (tenant) Marsha Tallman, MD Suspension of $14,762 payments for buybacks of investment units Melissa Popp, DO Suspension of $14,762 payments for buybacks of investment units Rachel Armstrong, MD Suspension of $144,310 payments for buybacks of investment units Richard Loynes, MD Suspension of $38,778 payments for buybacks of investment units Melissa Popp, DO Suspension of $14,762 payments for buybacks of investment units Tessa Smith, MD Suspension of $14,762 payments for buybacks of investment units Thomas Suchmor, MD Suspension of $14,762 payments for buybacks of investment units Valerie Ross, MD Suspension of $38,778 payments for buybacks of investment units Victor Rodriguez, MD Suspension of $38,778 Payments for buybacks of investment units William Blackstone, MD Suspension of $38,778 payments for buybacks of investment units TKC HOLDINGS: Moody's Lowers CFR to B3; Outlook Stable ------------------------------------------------------ Moody's Investors Service downgraded TKC Holdings, Inc.'s Corporate Family Rating ("CFR") to B3 from B2 and Probability of Default Rating ("PDR") to B3-PD from B2-PD. Moody's also downgraded the company's first lien bank facility to B2 from B1 and the second lien credit facility to Caa2 from Caa1.The rating action was driven by an upsizing of both facilities to fund a dividend distribution to TKC's private equity shareholders resulting in a 1x increase in the company's debt leverage. The outlook remains stable. Moody's downgraded the following ratings: Corporate Family Rating- Downgraded to B3 from B2 Probability of Default Rating- Downgraded to B3-PD from B2-PD Senior Secured Revolving Credit Facility expiring 2022 -- Downgraded to B2 (LGD3) from B1 (LGD3) Senior Secured First Lien Term Loan due 2023 -- Downgraded to B2 (LGD3) from B1 (LGD3) Senior Secured Second Lien Term Loan due 2024 -- Downgraded to Caa2(LGD6) from Caa1(LGD6) Outlook is Stable RATINGS RATIONALE The B3 Corporate Family Rating ("CFR") reflects TKC's elevated pro forma leverage of nearly 7x (Moody's adjusted for operating leases) as of March 31, 2017 as well as a degree of remaining integration risk related to the 2016 merger between Keefe Group Holdings ("Keefe") and Trinity Services Inc. ("Trinity") to create the unified TKC entity. Moody's expects that TKC will delever to approximately 6.5x over the next 12 months, primarily through EBITDA growth driven by the ongoing realization of cost synergies from this asset combination, but debt reduction could be constrained by implementation costs as well as the competitive nature of the food and commissary services market. Moreover, the company's aggressive financial policy and potential for additional debt-funded acquisitions adds further uncertainty. The risks associated with TKC's credit profile are partially offset by the company's strong market position as well as its longstanding customer relationships and historically strong retention rates which contribute to revenue predictability. Additionally, the company's modest capital expenditure requirements should contribute to fairly healthy free cash flow generation (before dividends). Moody's expects TKC to maintain an adequate liquidity profile over the next twelve months supported by a pro forma cash balance of approximately $10 million as of March 31, 2017 and Moody's projection of free cash flow (before dividends) approaching 5% of total adjusted debt during this period. TKC's liquidity is also bolstered by an undrawn $50 million revolving credit facility. While the company's term loans are not subject to financial covenants, the revolving credit facility has a springing covenant based on a maximum net leverage ratio which is not expected to be in effect over the next 12-18 months as borrowings are projected to be comfortably below maximum thresholds during this period. The stable outlook reflects Moody's expectation that TKC will generate low-single digit revenue growth over the next 12 to 18 months. This expansion should be principally driven by modest growth in food and commissary service spending within the corrections market that TKC targets as well as the continuation of outsourcing of these services by state governments. TKC should experience healthy EBITDA growth over the coming year as the realization of cost synergies fuels a substantial improvement in profit margins and drives a contraction in leverage to approximately 6.5x during this period. What Could Change the Rating - Up The rating could be upgraded if TKC profitably expands its market share and adheres to more conservative financial policies such that debt to EBITDA (Moody's adjusted) is expected to be sustained below 6x and free cash flow to debt (Moody's adjusted) above 5%. What Could Change the Rating - Down The rating could be downgraded if TKC were to experience a weakening competitive position, free cash flow deficits on a sustained basis, or the company maintains aggressive financial policies that prevent meaningful deleveraging. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. TKC is a leading provider of commissary, food service, and related products to the corrections industry across the United States. TRI POINTE HOMES: Moody's Raises CFR to Ba3; Outlook Stable ----------------------------------------------------------- Moody's Investors Service upgraded the Corporate Family Rating of Tri Pointe Homes, Inc., a subsidiary of the TRI Pointe Group, to Ba3 from B1. In the same rating action, Moody's upgraded the company's Probability of Default Rating to Ba3-PD from B1-PD and the rating on TRI Pointe's senior unsecured notes to Ba3 from B1. The company's Speculative-Grade Liquidity (SGL) Rating was affirmed at SGL-2. The ratings outlook was changed to stable from positive. The upgrades reflect TRI Pointe's strong momentum, as evidenced by its growing order book; solid credit metrics, which Moody's expects to continue to strengthen; and the company's apparently successful integration of the five separate homebuilding brands of the former Weyerhaeuser Real Estate Company ("WRECO"). The latter risk was a special Moody's concern, and the company's performance since the acquisition has meaningfully lessened this integration risk. Moody's took the following rating actions on TRI Pointe Homes, Inc.: Corporate Family Rating, upgraded to Ba3 from B1; Probability of Default Rating, upgraded to Ba3-PD from B1-PD; $450 million 4.375% senior unsecured notes due 2019, upgraded to Ba3 (LGD4) from B1 (LGD4); $300 million 4.875% senior unsecured notes due 2021, upgraded to Ba3 (LGD4) from B1 (LGD4); $450 million 5.875% senior unsecured notes due 2024, upgraded to Ba3 (LGD4) from B1 (LGD4); Speculative-Grade Liquidity Rating, affirmed at SGL-2; Outlook changed to stable from positive. RATINGS RATIONALE The Ba3 Corporate Family Rating reflects TRI Pointe's strong performance and the healthy credit metrics that have resulted. In 2017, Moody's expects the company to maintain debt to book capitalization below 45% and homebuilding EBIT interest coverage of over 4.5x, both of which are good for its rating category. The 2014 acquisition of WRECO significantly increased the company's size, scale, and geographic footprint and gave TRI Pointe a large amount of land at a low cost basis. The company continues to build on this land, which has allowed it to generate gross margins among the four best of rated pure homebuilders. While Moody's expect some contraction in gross margins in 2017, due to cost inflation and a lower percentage of homes delivered in California, TRI Pointe is still expected to generate gross margins, including land sales, that exceed 21%. In addition, the rating considers that the integration risk that resulted from the WRECO acquisition has decreased substantially, and it appears as though the six separate brands of the TRI Pointe Group have been integrated culturally into an overall single TRI Pointe strategy. At the same time, the Ba3 Corporate Family Rating considers TRI Pointe's relatively small size in relation to other Ba rated homebuilders. While Moody's expects the company to surpass $3 billion in revenue in 2018, many higher rated homebuilders have revenue of twice that and divisions in more markets nationally. Additionally, Moody's considers TRI Pointe's heavy concentration in California, where it generated nearly half of its revenues in 2016 and where over half of its inventory of lots resides. While that concentration has benefitted results in the past few years, it can create significant pain if California suffers a downturn. TRI Pointe's SGL-2 rating reflects the company's good liquidity over the next 12 to 18 months and takes into consideration internal and external liquidity sources, covenant compliance, and alternate sources of liquidity. Internal liquidity is supported by $129 million of unrestricted cash on hand as of March 31, 2017 but is tempered by Moody's expectation that the company will be cash flow negative in 2017 as it continues to invest in land. External liquidity is supported by a $625 million revolving credit facility committed through May 2019 that had $371 of availability as of March 31, 2017 after considering advances and letters of credit. TRI Pointe is subject to several maintenance covenants, including a minimum tangible net worth, maximum leverage ratio, and either a minimum liquidity or interest coverage test. The company is comfortably in compliance with each of these as of March 31, 2017, and Moody's expects the cushions to increase in 2017. Alternate sources of liquidity are available due to the company's unsecured capital structure. The stable rating outlook is based on Moody's expectation that TRI Pointe will maintain solid credit metrics over the next 12 to 18 months. An upgrade would be considered if TRI Pointe is able to grow beyond $3.5 billion in revenue and sustain debt leverage below 40% while maintaining its good gross margins, interest coverage, and liquidity. A downgrade could occur if TRI Pointe's debt to book capitalization approaches 50%, if gross margins are sustained below 20%, and if the company's liquidity profile deteriorates. The principal methodology used in these ratings was Homebuilding And Property Development Industry published in April 2015. TRI Pointe was founded in 2009 and is headquartered in Irvine, California. It designs, builds and sells single-family homes. The company completed its IPO in January 2013 and consummated its merger with WRECO, a subsidiary of Weyerhaeuser Company, in July 2014. Through this merger, TRI Pointe now operates in Arizona, California, Nevada, Washington, Texas, Maryland, Colorado and Virginia through its portfolio of six brands. For the twelve months trailing March 31, 2017, TRI Pointe's revenue and net income were approximately $2.4 billion and $175 million, respectively. TURNBERRY/MGM GRAND: Unsecureds to be Paid in Full Under Plan ------------------------------------------------------------- Turnberry/MGM Grand Towers, LLC, et al., filed with the U.S. Bankruptcy Court for the District of Nevada a disclosure statement to accompany their first amended joint plan of reorganization. The Plan generally provides for the repayment of Claims against Debtors as follows: (i) all Allowed Priority Claims in Classes 1-A, 1-B, and 1-C will be paid in full; (ii) all Allowed Secured Claims in Classes 2-A, 2-B, and 2-C will, at the applicable Debtor's election, either be paid in full or otherwise left Unimpaired; (iii) the principal balance of all Allowed General Unsecured Claims in Classes 3-A, 3-B, and 3-C will be paid in full; (iv) all Allowed Convenience Class Claims in Class 4 shall receive the lesser of the Holder's (x) Allowed Claim and (y) $5,000; (v) all Allowed MGM Indemnity Claims in Classes 5-A, 5-B, and 5-C will not receive any Distribution unless the DIP Claims have been indefeasibly satisfied in full in Cash in which event, the Holders of Allowed MGM Indemnity Claims, or their designees, shall receive on the Effective Date, 100% of the Equity Interests in each of the Reorganized Debtors as more fully set forth in Section 4.5 of the Plan; and (vi) all Allowed Intercompany Claims in Classes 6-A, 6-B, and 6-C shall be waived. Further, the Holders of Equity Interest is Classes 7-A, 7-B, and 7-C will be deemed to have surrendered 100% of their Equity Interests to the Debtor that issued such Equity Interest. The Equity Interests in each Debtor will be deemed extinguished on the Effective Date and Holders of Class 7 Equity Interests shall not receive any Distributions on account of their Equity Interests. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/nvb15-13706-1005.pdf About Turnberry/MGM Grand Based in Las Vegas, Nevada, Turnberry/MGM Grand Towers LLC and two of its affiliates filed for bankruptcy protection under Chapter 11 on June 26, 2015 (Bankr. D. Nev. Lead Case No. 15-13706). Judge August B. Landis presides over the Debtors' cases. Gregory E. Garman, Esq., at Garman Turner Gordon LLP, represents the Debtors in their cases. The Debtors estimated both assets and liabilities between $1 million and $10 million. U.S. STEEL CANADA: Chapter 15 Case Summary ------------------------------------------ Chapter 15 Debtor: U. S. Steel Canada Inc. 386 Wilcox Street Hamilton Ontario L8L 8J6 Canada Type of Business: U.S. Steel Canada Inc., together with its subsidiaries, manufactures steel products. The Company offers semi-finished steel products, including basic oxygen furnace bloom-cast billets; hot rolled, cold rolled, and galvanized sheets; prefinished sheets, bars, and slabs and hot rolled coils; and hot rolled automotive products, and linepipe steel products, as well as various coated products. It offers its products for outer body panels and structural parts applications to the automotive market; lightweight steel frames, steel roofing, decking, steel siding/cladding, and steel building systems applications for the residential, commercial, institutional, industrial, and agricultural construction markets; culvert and drainage pipe applications for the industrial, residential, and/or public infrastructure markets; manufacturing various household goods and appliances, such as steel doors, dishwashers, dryers, and bathtubs; and use in the pipe/tube sectors. U.S. Steel Canada Inc. was formerly known as Stelco Inc. and changed its name to U.S. Steel Canada Inc. in November 2007. The company was founded in 1910 and is based in Hamilton, Canada. The company has locations in the United States and Canada. U.S. Steel Canada Inc. operates as a subsidiary of United States Steel Corp. Web site: http://www.ussteelcanada.com/ussca/ Foreign Proceeding: Proceeding under the Companies' Creditors Arrangement Act, R.S.C. 1985, c. C-5, pending before the Superior Court of Justice in Ontario. CCAA Monitor: ERNST & YOUNG INC. 222 Bay Street Toronto ON M5K 1J7 Canada Attention: Alex Morrison E-mail: alex.f.morrison@ca.ey.com Chapter 15 Petition Date: June 2, 2017 Chapter 15 Case No.: 17-11519 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Foreign Representative: William E. Aziz Chief Restructuring Officer E-mail: baziz@bluetreeadvisors.com Debtor's U.S. Counsel: Robert J. Lemons, Esq. WEIL GOTSHAL & MANGES, LLP 767 Fifth Avenue New York, NY 10153 Tel: (212) 310-8924 Fax: (212) 310-8007 E-mail: robert.lemons@weil.com Debtor's Canadian Counsel: MCCARTHY TETRAULT LLP Toronto Dominion Bank Tower 66 Wellington Street West Suite 5300 Toronto, ON M5K 1E6 Canada Attention: Jamey Gage E-mail: jgage@mccarthy.ca Counsel to United States Steel Corporation: THORNTON GROUT FINNIGAN LLP Suite 3200, 100 Wellington Street West TD West Tower Toronto-Dominion Centre Toronto, ON M5K 1K7 Canada Attention: Robert I. Thornton E-mail: rthornton@tgf.ca Counsel to the Monitor: BENNETT JONES LLP One First Canadian Place, Suite 3400 Toronto, ON M5X 1A4 Canada Attention: Kevin J. Zych E-mail: zychk@bennettjones.com Counsel to the Plan Sponsor (Bedrock): GOLDMAN SLOAN NASH & HABER LLP 480 University Ave Suite 1600 Toronto, ON M5G 1V2 Canada Attention: Mario Forte E-mail: forte@gsnh.com Counsel for Her Majesty the Queen in Right of Ontario and the Superintendent of Financial Services (Ontario): GOODMANS LLP Bay Adelaide Centre 333 Bay Street, Suite 3400 Toronto, ON M5H 2S7 Canada Attention: Gale Rubenstein E-mail: grubenstein@goodmans.ca Representative Counsel to Non-Union Retirees and Active Employees of the Debtor: KOSKIE MINSKY LLP 20 Queen Street West, Suite 900 Toronto, ON M5H 3R3 Canada Attention: Andrew J. Hatnay E-mail: ahatnay@kmlaw.ca Counsel for the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union: PALIARE ROLAND ROSENBERG ROTHSTEIN LLP 155 Wellington Street West, 35th Floor Toronto, ON M5V 3H1 Canada Attention: Ken Rosenberg E-mail: ken.rosenberg@paliareroland.com Special Counsel to the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union: DAVIES WARD PHILLIPS & VINEBERG LLP 155 Wellington Street West Toronto, ON M5V 3J7 Canada Attention: Jay A. Swartz E-mail: jswartz@dwpv.com Counsel to USW Local 8782: LAX O'SULLIVAN LISUS GOTTLIEB LLP 145 King Street West, Suite 2750 Toronto, ON M5H 1J8 Canada Attention: Matthew Gottlieb E-mail: mgottlieb@counsel-toronto.com Co-Counsel to USW Local 1005: CAVALLUZO SHILTON MCINTYRE CORNISH LLP 474 Bathurst Street, Suite 300 Toronto, ON M5T 2S6 Canada Attention: Michael D. Wright E-mail: wrightm@cavalluzzo.com Co-Counsel to USW Local 1005: INCH HAMMOND PROFESSIONAL CORPORATION 1 King Street West, Suite 500 Hamilton, ON L8P 4X8 Attention: Sharon L.C. White E-mail: pelletier@inchlaw.com Counsel to Brookfield Capital Partners Ltd.: OSLER, HOSKIN & HARCOURT LLP 100 King Street West 1 First Canadian Place Suite 6200, P.O. Box 50 Toronto, ON M5X 1B8 Canada Attention: Patrick Riesterer E-mail: priesterer@osler.com Counsel to Robert J. Milbourne and Sharon P. Milbourne: BLANEY MCMURTRY LLP Suite 1500 - 2 Queen Street East Toronto, ON M5C 3G5 Canada Attention: Lou Brzezinski E-mail: lbrzezinski@blaney.com Estimated Assets: Not Indicated Estimated Debt: Not Indicated The Chapter 15 petition is available for free at: http://bankrupt.com/misc/nysb17-11519.pdf U.S. STEEL CANADA: Seeks U.S. Recognition of Bedrock Deal --------------------------------------------------------- U.S. Steel Canada Inc. filed a Chapter 15 petition in New York to seek U.S. recognition of its reorganization proceedings under the Companies' Creditors Arrangement Act currently pending in the Ontario Superior Court of Justice in Ontario, Canada. USSC is a large, diversified steel producer operating two facilities in the Province of Ontario, Canada. On Sept. 16, 2014, USSC filed for and received protection under the CCAA. The filing of the CCAA petition was a result of several years of significant operational and economic challenges that had detrimentally impacted the Debtor's financial performance. As of the date of filing of USSC's CCAA petition, the company carried significant debt obligations, consisting primarily of secured and unsecured loans from an affiliate of USSC's indirect parent U.S. Steel. Because of the Debtor's financial difficulties, it was unable to make interest payments on such indebtedness, which precipitated the commencement of the CCAA Proceedings. During the pendency of the CCAA Proceedings, the Debtor worked tirelessly to formulate a restructuring strategy that would maximize the outcome for all of the Debtor's stakeholders. As a result, in December 2016, the Debtor's efforts culminated in an execution of a Plan Sponsor Agreement with Bedrock Industries L.P., which will result in a transfer of ownership of the Debtor to Bedrock effected through a CCAA plan of compromise, arrangement, and reorganization. The Plan will also encompass global compromises with the multitude of the Debtor's stakeholders, including, among others, U.S. Steel, the Province of Ontario, pension plans, labor unions, and current and former nonunion employees of the Debtor. The Debtor intends to seek approval of the Plan that will effect the Bedrock transaction and various settlements at the Sanction Hearing on June 9, 2017. The effective date of the Plan and the closing date of the Bedrock transaction are scheduled to be June 30, 2017. The Plan being granted full force and effect in a chapter 15 proceeding in the United States is a condition precedent to the Plan and the closing of the Bedrock transaction. To that end, on May 26, 2017, the Canadian Court issued an order designating USSC as the Foreign Representative of the Debtor. The Foreign Representative submits that recognition of the CCAA Proceedings and the giving of full force and effect to the Plan (once it is sanctioned by the Canadian Court) is in the best interest of USSC and all of its stakeholders. CCAA Proceedings and Subsequent Events On April 2, 2015, the Canadian Court issued an order authorizing the Debtor to commence a sale and restructuring process -- SARP Order -- granting the Debtor's request to market its business and assets to potential purchasers. Rothschild contacted more than 100 strategic and financial parties. None of the bids or proposals provided an overall solution for the Debtor's business that could have resulted in an executable transaction. As a result, on Oct. 9, 2015, the Canadian Court authorized the Debtor to discontinue the SARP process. In early December 2015, discussions with each of the Debtor's significant stakeholders were held regarding a further sale and investment solicitation process (the "SISP"). The SISP was further developed over the course of the following month with input from the significant stakeholders. On Dec. 22, 2015, the Debtor filed a motion seeking the Canadian Court's approval of the SISP. On Jan. 12, 2016, the Canadian Court issued an order approving the SISP for the Debtor to market its assets for sale or to solicit an external capital injection. As a result of an extensive marketing process, the proposal from Bedrock Industries L.P. and Bedrock Industries Canada LLC emerged as the most competitive bid and resulted in the execution of the Plan Sponsor Agreement. On Oct. 8, 2014, the Canadian Court approved debtor-in-possession financing for the Debtor in the CCAA Proceedings. Pursuant to the current amended and restated interim financing term sheet dated as of Nov. 4, 2015, between the Debtor and Brookfield Capital Partners Ltd., the Debtor obtained access to financing in the amount of up to C$30 million to provide working capital and for other corporate purposes, make payments necessary to comply with the Initial Order, provide guarantees that support the operations of the business, and pay interest and other expenses payable under the DIP Facility. The DIP Facility currently carries an exit fee of C$3 million, as well as a monthly monitoring fee of approximately C$30,000. The Debtor has made no draws under the DIP Facility. On Dec. 21, 2016, at the request of the Debtor, the maturity date of the DIP Agreement was extended from December 31, 2016 to June 30, 2017. In consideration of this extension, the Debtor agreed to pay to the DIP Lender an extension fee in the amount of approximately C$600,000. The DIP Agreement provides comfort to the Debtor's customers and suppliers in the event that any unforeseen working capital needs arise. Proposed Bedrock Acquisition On Dec. 9, 2016, the Debtor entered into a CCAA acquisition and plan sponsor agreement with Bedrock. If successfully completed, the transaction contemplated by the Plan Sponsor Agreement would implement a plan of compromise, arrangement and reorganization pursuant to the CCAA and the Canada Business Corporations Act and various agreements with stakeholders that are conditions to implementation, which will result in the transfer of ownership of USSC to Bedrock and the emergence of a restructured USSC. On Dec. 9, 2016, USSC also entered into a support agreement with the Province of Ontario, pursuant to which the Province agreed to support the Transaction. In general terms, the Transaction will provide for: (i) Bedrock will acquire all of USSC's shares from U.S. Steel; (ii) the secured claims of U.S. Steel against USSC will be paid in full, including all accrued and unpaid interest, and the unsecured claims of U.S. Steel will be discharged and cancelled for nominal consideration; (iii) U.S. Steel will continue to provide certain transition and business services to USSC; (iv) USSC will commit to purchasing all of its iron ore requirements from U.S. Steel through 2021; (v) USSC will commit to pay various amounts to fund its five main registered pension plans (the "Pension Plans"), with certain of such funding guaranteed by Bedrock; (vi) USSC will commit to pay various amounts to newly-established employee life and health benefit trusts (the "OPEB Vehicles") on account of legacy post-retirement non-pension benefit obligations ("OPEBs") of USSC; (vii) USSC will transfer all of its land assets to a special purpose entity (the "Land Vehicle") to be held for the benefit of the Pension Plans and OPEB Vehicles; (viii) the Province will receive USD $61 million in consideration of a release of certain environmental liabilities relating to USSC's land; (ix) the Province will provide secured loans to the Land Vehicle, the OPEB Vehicles, and USSC; (x) Bedrock will make available to USSC a revolving asset-based lending facility in an amount of at least C$125 million to fund the closing costs of the Transaction and the cost of exiting the CCAA Proceedings; and (xi) the parties that consist of: (a) USSC, (b) U.S. Steel, (c) the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union ("USW"), including certain of its local unions representing members employed by USSC (the "Locals"), (d) the court-appointed representatives of the non-USW employees and retirees of USSC and their counsel (the "Salaried Representatives"), and the Province, among others, will exchange contractual releases, and the Sanction Order will provide further releases in favor of USSC, U.S. Steel, and their affiliates and representatives. The Transaction will lay the groundwork for Bedrock to carry on USSC's operations at both the Hamilton Facility and the Lake Erie Facility, preserving jobs for employees and providing collateral benefits to the communities in which USSC currently operates. The Transaction also provides a long-term commitment for the funding of pensions and OPEBs and avoids the harsh consequences of an immediate wind-up of the Pension Plans. The proposed Transaction structure is the result of long and challenging negotiations between diverse parties that have put USSC on the path toward a fair and reasonable outcome for each of its stakeholders. Indeed, the objective of the Plan contemplated by the Plan Sponsor Agreement is to allow USSC to emerge from the CCAA Proceedings in a manner that fairly and reasonably balances the interests of all stakeholders. On Dec. 15, 2016, the Canadian Court entered an order authorizing USSC to enter into the Plan Sponsor Agreement. Proposed Plan On March 15, 2017, USSC filed with the Canadian Court an Information Circular with Respect to a Plan of Compromise, Arrangement and Reorganization. The Plan Circular described the Plan, which provided for the implementation of the Transaction consistent with the Plan Sponsor Agreement. Also on March 15, 2017, the Canadian Court issued an order authorizing the Debtor to call, hold and conduct meetings of its creditors to vote on the Plan and ancillary relief related thereto. The Original Plan provided for two classes of claims that are entitled to vote: (a) the class of General Unsecured Creditors (the "GUCs"); and (b) the class of Non-USW Main Pension and OPEB Claims (the "Salaried Employees," and together with the GUCs, the "Affected Creditors"). Under the Original Plan (and the Amended Plan), each GUC with Proven Claims not exceeding an aggregate of C$7,500 or who has filed an Election Notice with the Monitor (the "Convenience Creditors") will receive, in full satisfaction of such Proven Claims, a payment in an amount equal to the lesser of C$7,500 and the actual amount of the Proven Claims. Each General Unsecured Creditor with Proven Claims that exceed an aggregate of C$7,500 and that has not filed an Election Notice, other than the Province, will receive its pro rata share of the General Unsecured Creditor Pool remaining after payment of all Convenience Creditors. Pursuant to its support agreement with USSC and subject to the terms and conditions set out therein, the Province has agreed to vote its Proven Claim in favor of the Arrangement Resolution but has agreed not to receive its pro rata share of the General Unsecured Creditor Pool in respect of its claim of approximately C$150 million. Under the Plan, U.S. Steel would not be a General Unsecured Creditor and therefore will not receive any proceeds from the General Unsecured Creditor Pool in respect of its unsecured claims. On April 26, 2017, USSC obtained an order from the Canadian Court authorizing it to file an amended plan of compromise, arrangement, and reorganization (the "Amended Plan") and approving the classification of creditors thereunder. On the same date, USSC filed a supplement to the Plan Circular to reflect the Canadian Court approval of a settlement with the Salaried Employees, pursuant to which the Salaried Employees class agreed to vote in favor of the Amended Plan in exchange for the following consideration: (a) a "parity" clause between the treatment of OPEBs of the Non-USW Active and Retiree Beneficiaries and any such treatment of members of USW Local 1005 in an agreement that had yet to be reached at the time; (b) C$9 million to be paid by USSC in full satisfaction of Non-USW Employee Termination Claims and Non-USW Unfunded Supplemental Pension Claims; and (c) agreement by all active Salaried Employees of USSC who currently participate in a Main Pension Plan, to cease to accrue further defined benefit pension benefits under the applicable Main Pension Plan as of Dec. 31, 2017 and to join the Group Registered Retirement Savings Plan maintained by USSC effective Jan. 1, 2018. On April 27, 2017, as required under the CCAA, the Debtor held two meetings, one for each class of creditors, at which meetings the holders of claims in each class voted overwhelmingly in favor of the Amended Plan. With respect to the GUCs, 95.79% by number, and 95.33% by value, of votes were cast in favor of the Amended Plan. With respect to the Salaried Employees, 99.93% by number, and 99.94% by value, of votes were cast in favor of the Amended Plan. The Amended Plan sets out a number of conditions precedent to the effectiveness of the Amended Plan, including, among others, the following: (i) the Amended Plan will have been approved by each class of Affected Creditors; (ii) the Sanction Order will have been issued by the Canadian Court; (iii) the applicable appeal periods with respect to the Sanction Order will have run; (iv) the Sanction Order will have been recognized and given full force and effect in the United States by an order of the U.S. Bankruptcy Court in a chapter 15 proceeding; (v) Bedrock will have paid to the Debtor the Plan Funding Amount (defined as the amount required, in excess of cash on hand, to fund the General Unsecured Creditor Pool and the Unresolved Claims Reserve, and to fund other payments by the Debtor so to leave the Debtor with no less than C$5 million in cash immediately after the effective date of the Amended Plan); (vi) the CBA Amendments will have been executed, ratified, and become effective in accordance with their terms, subject only to the occurrence of the Plan Implementation Date; (vii) the satisfaction of the Environmental Closing Conditions; (viii) the satisfaction of certain D&O Closing Conditions; (ix) the satisfaction of certain closing conditions with respect to the United States Steel and Carnegie Pension Fund ("USSCPF"); (x) the satisfaction of the USS Closing Conditions; and (xi) the satisfaction of the USS Indemnity Release Conditions. The Amended Plan provides for customary releases of: (i) USSC and its subsidiaries; (ii) the CRO; (iii) the Monitor; and (iv) their respective Representatives. In addition, each of the Stakeholders (defined to include (a) the Province, (b) U.S. Steel, (c) USSCPF, (d) the Salaried Employees and (e) the USW and the Locals) will execute contractual releases between or among each of the Stakeholders, the Debtor, and their respective Representatives, among others, substantially in the form of the global release agreement attached as Schedule J to the Amended Plan. Under the Amended Plan, USSC may file further amendments thereto with the consent of the relevant parties and the Monitor and subject to the restrictions set forth therein (the Amended Plan, as may be so amended, the "Plan"). The Debtor has set June 9, 2017 as the date of the hearing (the "Sanction Hearing") during which it will seek an order of the Canadian Court approving and sanctioning the Plan (the "Sanction Order"). Furthermore, the Debtor and other parties in interest have established June 30, 2017 as the target implementation date of the Plan and the closing of the Transaction contemplated therein. This date is also significant, among other reasons, because it is the date on which the DIP Facility matures and the Plan Sponsor and Province Support Agreements expire. Recognition and giving full force and effect to the Sanction Order in the United States under chapter 15 of the Bankruptcy Code is a condition precedent to the implementation of the Plan, which is in turn a condition precedent to the consummation of the Transaction. Accordingly, the Foreign Representative submits it is vital to the Debtor's ability to carry out the Transaction and achieve the objectives of the Plan that the recognition of the CCAA Proceedings is granted and that the Sanction Order (expected to be entered by the time the recognition hearing will take place before the U.S. Court) be given full force and effect by the Court. About U.S. Steel Canada U.S. Steel Canada (USSC) is an indirect, wholly-owned Canadian subsidiary of United States Steel Corporation ("U.S. Steel"). U.S. Steel is an integrated steel producer headquartered in Pittsburgh, Pennsylvania, and is one of the largest steel producers in North America and a significant global manufacturer. USSC was acquired by U.S. Steel in October 2007. USSC operates from two principal facilities – Lake Erie Works (the "Lake Erie Facility"), located on the shores of Lake Erie near Nanticoke, Ontario, and Hamilton Works (the "Hamilton Facility"), located in Hamilton, Ontario. On Sept. 16, 2014, USSC applied for and was granted protection by the Ontario Superior Court of Justice (Commercial List) (the "Canadian Court") pursuant to the CCAA (the "CCAA Filing Date"). On Sept. 16, 2014, the Canadian Court entered an order (as amended and restated, the "Initial Order") appointing Ernst & Young Inc. as Monitor of the Debtor in the CCAA proceeding (the "Monitor"). The Debtor also retained Rothschild Inc. ("Rothschild") as its financial advisor to provide restructuring advice to the Debtor covering a range of matters including stakeholder analysis and advice relating to the financial structure of the Debtor on emergence from the CCAA Proceedings. On June 2, 2017, USSC filed a Chapter 15 petition (Bankr. S.D.N.Y. Case No. 17-11519) to seek recognition of its CCAA proceedings and the CCAA acquisition and plan sponsor agreement (as amended, the "Plan Sponsor Agreement") with Bedrock Industries L.P.. Weil Gotshal & Manges, LLP, is serving as counsel to the Debtor in the Chapter 15 case. McCarthy Tetrault LLP is the Debtor's Canadian counsel. Thornton Grout Finnigan LLP is counsel to U.S. Steel Corp. Goldman Sloan Nash & Haber LLP is counsel to Bedrock. UNILIFE CORP: Taps Protiviti as Financial Advisor ------------------------------------------------- Unilife Corporation, Unilife Medical Solutions, Inc., and Unilife Cross Farm LLC seek authorization from the U.S. Bankruptcy Court for the District of Delaware to employ Protiviti Inc. as financial advisor, nunc pro tunc to May 1, 2017. The Debtors require Protiviti to: (a) assist with the preparation of the Bankruptcy Schedules and the Statements of Financial Affairs for each of the Debtors and the monthly operating reports for the Debtors; (b) assist with the preparation of variance reporting for the Debtors' DIP loan; (c) assist counsel and provide support and testimony, if requested by counsel for any motions, recovery actions or litigation during the pendency of the Chapter 11 cases; and (d) assist with other matters that may arise in the course of this engagement as agreed between Protiviti and the Debtors. Protiviti will be paid at these hourly rates: Managing Director $650 Directors & Associate Directors $450-$480 Senior Managers & Managers $315-$370 Senior Consultants & Consultants $190-$225 Protiviti will also be reimbursed for reasonable out-of-pocket expenses incurred. Protiviti will ensure that its billings will not exceed the Debtors' budget of $50,000 for the month of May 2017 and $35,000 for the month of June 2017. Guy A. Davis, managing director of Protiviti, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The Bankruptcy Court will hold a hearing on the application on June 12, 2017, at 10:00 a.m. Objections, if any, are due June 5, 2017, at 4:00 p.m. Protiviti can be reached at: Guy A. Davis PROTIVITI INC. 1051 East Cary Street, Ste 602 Richmond, VA 23219 Fax: (804) 644-7000 E-mail: guy.davis@protiviti.com About Unilife Corporation Unilife Corporation -- http://www.unilife.com-- is a U.S.-based developer and commercial supplier of injectable drug delivery systems. Unilife has a portfolio of innovative, differentiated products with a primary focus on wearable injectors. Products within each platform are customizable to address specific customer, drug and patient requirements. Unilife Corporation filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 17-10805) on April 12, 2017. John Ryan, chief executive officer, signed the petition. The Hon. Laurie Selber Silverstein presides over the case. Cozen O'Connor, Esq., serves as counsel to the Debtor. The Debtor disclosed total assets of $82.98 million and total liabilities of $201.0 million. UNILIFE CORP: U.S. Trustee Forms 2-Member Committee --------------------------------------------------- Andrew Vara, acting U.S. trustee for Region 3, on June 2 appointed two creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Unilife Corp. and its affiliates. The committee members are: (1) MTD Micro Molding, Inc. Attn: Dennis Tully 15 Trolley Crossing RD Charlton, MA 01507 Phone: 508-248-0111, Ext 27 Fax: 508-248-0777 (2) Kahle Automation Attn: Julie Logothetis 89 Headquarters Plaza, N., 3rd Floor Morristown, NJ 07960 Phone: 973-993-1850 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 Unilife Corporation Unilife Corporation -- http://www.unilife.com-- is a U.S.-based developer and commercial supplier of injectable drug deliver systems. Unilife has a portfolio of innovative, differentiated products with a primary focus on wearable injectors. Products within each platform are customizable to address specific customer, drug and patient requirements. Unilife Corporation and its two affiliates filed Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 17-10805) on April 12, 2017. John Ryan, chief executive officer, signed the petitions. Judge Laurie Selber Silverstein presides over the cases. Cozen O'Connor, Esq., serves as counsel to the Debtors. The Debtors hired SSG Advisors, LLC as investment banker; Leydig, Voit & Mayer, Ltd. and Duane Morris, LLP as special counsel; and Rust Consulting/Omni Bankruptcy as claims and noticing agent. The Debtor disclosed total assets of $82.98 million and total liabilities of $201.0 million. UNITED CORP: Amends Plan to Disclose New Deal with Global Granites ------------------------------------------------------------------ United Corp. Int'l, Inc. filed with the U.S. Bankruptcy Court for the Northern District of Georgia its latest disclosure statement, which explains its proposed plan to exit Chapter 11 protection. The company disclosed in the document that it negotiated a post-petition arrangement with Global Granites, Inc. in order to continue its business following its bankruptcy filing. Under the post-petition arrangement, Global Granite agreed to continue supplying stone to United Corp. on three conditions. One condition is that the amount of stone that United Corp. can access in a month should be limited to $80,000 per month of stone unless it receives prior approval from Global Granites for a higher amount based on customer orders. Another condition is that payment to Global Granites should be due by the end of the following month and a late charge will be assessed monthly on the amount of post-petition credit not paid when due. The third condition is that United Corp. will continue to acknowledge Global Granite's ownership interest in the stone stored in its warehouse and the terms and conditions of their consignment agreement will remain in effect. United Corp. also disclosed in the latest filing that it filed a formal objection on May 6 to the claim asserted by GK Granite, LLC in the amount of $285,518.99. An initial hearing on the objection is scheduled for June 15. The claim relates to the alleged balance due for stone products supplied by GK Granite. It was initially pursued by the creditor via civil lawsuit filed in the State Court of Gwinnett County, Georgia, according to United Corp.'s disclosure statement filed on May 23. A copy of the amended disclosure statement is available for free at https://is.gd/4Zx59J About United Corp. Int'l United Corp. Int'l, Inc. fabricates stone products consisting of granite, limestone, marble and related stone. Its customers are both residential homeowners and single family and multi-family home builders in and around the State of Georgia. Debtor maintains a principal place of business at 6555 Jimmy Carter Boulevard, Norcross, Georgia via a commercial building lease with Nest Investment, Inc. It also maintains a warehouse at 6899 Peachtree Industrial Boulevard, Suite J-K, Norcross, GA 30092 via a warehouse lease with Peachtree Industrial Partners, LLP. Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 16-60912) on June 23, 2016. The petition was signed by Touraj Nayebosadri, president. Debtor is represented by Rodney L. Eason, Esq. At the time of the filing, Debtor estimated assets and liabilities of less than $1 million. On March 23, 2017, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization. UPLIFT RX: Hires PwC Corporate Finance as Financial Advisor ----------------------------------------------------------- Uplift Rx, LLC and its debtor-affiliates seek authorization from the U.S. Bankruptcy Court for the Southern District of Texas to employ PricewaterhouseCoopers Corporate Finance LLC ("PwC CF") as financial advisor, nunc pro tunc to April 10, 2017. The Debtors require PwC CF to: (a) assist the Debtors in the development and distribution of selected information, documents and other materials; (b) assist the Debtor in evaluating indications of interest and proposals regarding any financing, sale and restructuring transactions from current and potential lenders, equity investors, acquirers and strategic partners; (c) assist the Debtors in its preparation for meetings with the creditor groups, official constituencies and other interested parties, as necessary, and assist and participate in management's presentations to potential buyers; (d) assist the Debtors in negotiation of any Transactions; (e) provide testimony as to any contemplated Transactions; (f) provide other services as may from time to time be specifically agreed upon by PwC CF and the Debtors and which are consistent with applicable state, local or professional regulations. PwC CF will be paid according to this fee structure: -- Non-contingent Hourly Fees. Debtors shall pay PwC CF non- contingent hourly-based fees based on each employee's applicable hourly rates as provided in PwC CF's engagement letter; -- Contingent Financing Fees. PwC CF will be entitled to receive Financing Fees ranging from 0.5% to 2.0% based on the amount of time that the financing or funding becomes available to the Debtors; -- Contingent Sale Fees. PwC CF will be entitled to receive a 2% fee on the Transaction Valued upon consummation of the Sale; and -- Restructuring Transaction Fees. PwC CF will be entitled to receive a 2% fee on the sum of all the Liabilities and Equity of the reorganized Company upon emergence from Chapter 11. PwC CF will also be reimbursed for reasonable out-of-pocket expenses incurred. Prior to the April 7-9, 2017 filings of the petitions in these cases, Alliance Medical Administration, Inc. paid PwC CF an advance fee of $100,000 to be used by all Debtors for restructuring and related services. As of the April 7 petition date, PwC CF has utilized the entire Advance Fee against pre-petition restructuring services. Bruce M. Buchanan, managing director of PwC CF, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The Bankruptcy Court will hold a hearing on the application on June 7, 2017, at 9:00 a.m. PwC CF can be reached at: Bruce M. Buchanan PRICEWATERHOUSECOOPERS CORPORATE FINANCE LLC 300 Madison Avenue New York, NY 10017 Tel: (646) 471-3000 About Uplift Rx Uplift Rx, LLC is a Texas Limited Liability Company formed in June 2016. It operates pharmacy located in Houston, Texas. Uplift Rx, along with other affiliated entities together make up the Alliance Healthcare family, a group of privately held companies headquartered in South Jordan, Utah. The Alliance network consists of 20 pharmacies across the country, including three pharmacies in Texas. Since 2006, the Alliance Healthcare companies have been working to improve the well-being of those with chronic health conditions such as diabetes. Uplift Rx, LLC and its debtor affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 17-32186) on April 7 and 8, 2017. The petitions were signed by Jeffrey C. Smith, chief executive officer. At the time of the filing, the Debtors estimated assets of less than $1 million and liabilities of $50 million to $100 million. The cases are assigned to Judge Marvin Isgur. On May 3, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. VANGUARD NATURAL: Disclosure Statement to 2nd Amended Plan Okayed ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas on June 2, 2017, approved the disclosure statement explaining Vanguard Natural Resources, LLC and certain subsidiaries' Second Amended Joint Plan of Reorganization, dated May 31, 2017. The Court entered the Order: (I) Approving Debtors' Disclosure Statement for Second Amended Joint Plan of Reorganization; (II) Establishing Voting Record Date; (III) Approving Solicitation Packages and Distribution Procedures; (IV) Approving Forms of Ballot and Establishing Procedures for Voting on Joint Plan of Reorganization; (V) Approving Forms of Notice to Non-Voting Classes under Plan; (VI) Establishing Voting Deadline to Accept or Reject Plan; (VII) Approving Procedures for Vote Tabulations; (VIII) Approving Rights Offering Procedures and Related Materials; and (IX) Establishing Confirmation Hearing Date and Notice and Objection Procedures in Respect Thereof. Pursuant to the Second Amended Plan, upon the consummation of the Plan of Reorganization, the Company will sell all of its assets to a corporation owned by those parties participating in the rights offering and the second lien lenders in exchange for the assumption of the Company's first lien debt, the assumption of the Company's second lien debt, a cash payment from the Acquiring Corporation, common stock of the Acquiring Corporation and warrants to acquire common stock of the Acquiring Corporation. Upon consummation of the transaction, the Company expects to recognize both cancellation of indebtedness income and a net loss on the sale of all of its assets. "Based on our current expectations of total enterprise value of $1.425 billion as stated in the Plan of Reorganization, the Company expects that there will be cancellation of indebtedness income allocated to the holders of the common units of the Company who are holders of record on the consummation date of the Plan of Reorganization. In addition, the Company expects a net taxable loss will be allocated to the holders of the common units who are holders of record on the consummation date of the Plan of Reorganization," the Company said. The Company expects consummation of the Plan of Reorganization to occur in 2017. The Company's cancellation of indebtedness income and net taxable loss arising from the consummation of the Plan of Reorganization will be allocated to holders of the common units as of the effective date of the Plan of Reorganization. For those common unitholders who are holders of record on the effective date of the Plan of Reorganization, the Company expects a net taxable loss will be allocated to most holders of common units and will be available to offset the cancellation of indebtedness income allocated to such holder and that, depending on the amount of the net taxable loss allocated to a holder, such net taxable loss may fully offset the cancellation of indebtedness income allocated to such holder. Losses carried forward by a holder from prior years may be used to offset income allocated to such holder. Losses allocated to a holder may not be claimed to the extent those losses exceed the holder's tax basis in its common units and preferred units of the Company. A copy of the Illustrative Table of 2017 Estimated Taxable Income/(Loss) per Common Unit by Partner Group prepared by the Company is available at https://is.gd/9ZW4Id 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. Vanguard Natural Resources, LLC, and certain subsidiaries filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex.) on Feb. 2, 2017. The Chapter 11 Cases are being administered under the caption In re Vanguard Natural Resources, et al. Case No. 17-30560. The Chapter 11 cases are assigned to Hon. Judge Marvin Isgur. The Debtors listed total assets of $1.54 billion and total debt 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 are Sharon M. Beausoleil, Esq., Alexander Chae, Esq., and Holland N. O'Neil, Esq., at Gardere Wynne Sewell LLP. Attorneys for Citibank, N.A, as administrative agent under the Third Amended and Restated Credit Agreement, dated as of Sept. 30, 2011, are Chris Lopez, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil Gotshal & Manges LLP. VANTIV INC: Egan-Jones Hikes Sr. Unsecured Ratings to BB -------------------------------------------------------- Egan-Jones Ratings, on May 19, 2017, raised the local currency and foreign currency senior unsecured ratings on debt issued by Vantiv Inc to BB from BB-. Vantiv, Inc. is a public U.S.-based payment processing and technology provider headquartered in the greater Cincinnati, Ohio area. VFH PARENT: Moody's Lowers Rating on Second Lien Notes to B2 ------------------------------------------------------------ Moody's Investors Service downgraded VFH Parent LLC's (Virtu) second lien notes to B2 from B1, and affirmed its first lien term loan at Ba2, following the company's announcement that it had changed the size of the two debt offerings. Moody's also affirmed Virtu's Ba3 issuer and senior secured bank credit facility ratings. Moody's said there is a stable outlook on all Virtu's ratings. Virtu is the debt-issuing entity of Virtu Financial, Inc. (VFI, unrated). Moody's said Virtu intends to use the proceeds of the first and second lien debt instruments to finance, in part, the acquisition of KCG Holdings, Inc. (KCG, B1, review for upgrade), to redeem its existing senior secured bank credit facility, to repay certain indebtedness of KCG, and for related expenses. The parties expect the acquisition to close during the third quarter of 2017 after receipt of all required regulatory approvals and KCG shareholder approval, said Moody's. Moody's has taken the following rating actions: -- Issuer rating, Ba3, Stable affirmed -- Senior secured bank credit facility, Ba3, Stable affirmed -- $1,150 million first lien term loan, Ba2, Stable affirmed -- $500 million second lien notes, B2, Stable, Downgraded from B1, Stable Outlook Actions: -- Outlook, remains stable RATINGS RATIONALE Moody's said Virtu has changed the structure of its intended debt financing related to its acquisition of KCG, by increasing the size of its first lien term loan to $1,150 million from $825 million, and by reducing the size of its second lien notes to $500 million from $825 million, with no change in the overall $1,650 million anticipated issuance. Moody's said the reduced size of the second lien notes has increased their expected loss severity in the event of default, resulting in their being downgraded one notch to B2 from B1. Moody's said the Ba2 rating on Virtu's first lien term loan has not changed, because the change in expected loss severity on this tranche of debt is not sufficient to warrant a change in rating. Moody's said the Ba2 rating on Virtu's first lien term loan is one notch higher than Virtu's Ba3 issuer rating, reflecting the loan's structural superiority in Virtu's capital structure. Similarly, said Moody's, the B2 rating on Virtu's second lien notes is two notches lower than Virtu's Ba3 issuer rating, reflecting the notes' structural subordination in Virtu's capital structure. Moody's said VFI's acquisition of KCG will diversify its revenues by integrating KCG's order flow business servicing retail brokerages and combines two market makers with similar business models offering large cost synergies. Moody's said that the acquisition carries execution risks, including an initial spike in leverage, potential revenue losses and challenges of merging trading platforms. The acquisition-related debt will increase the combined debt burden of the two firms to roughly $1.65 billion, said Moody's. Debt reduction is expected through cost savings, combining legal entities and divesting non-core operations. Moody's expects Virtu's leverage to remain elevated through 2017, in part due to restructuring costs, with substantial improvement in debt service metrics by the end of 2018. A key benefit of the business combination is the expectation of up to $250 million in cost savings (before restructuring costs) in personnel, technology, office space and other costs. These synergies represent roughly half of KCG's core cash operating costs in 2016, said Moody's. Moody's said the combined entity will enjoy larger scale in US markets and greater customer diversification, which should lead to more reliable debt service for bondholders. The addition of KCG's business as a wholesale liquidity provider to leading retail brokerages will substantially increase Virtu's customer-oriented revenue mix. Accordingly, Virtu intends to make no changes to customers' interactions with KCG. Nonetheless, some revenue declines are possible as customers diversify their liquidity providers, and Virtu's management has forecast up to $42 million of revenue declines through closing non-core businesses and potential customer attrition. Moody's said preserving KCG's customer relationships remains a key execution risk. Moody's said effectively merging systems onto Virtu's unified trading platform is another merger execution challenge and will likely be the key to continuing Virtu's track record of consistent trading performance and its ability to offer efficient execution to its customers. FACTORS THAT COULD LEAD TO AN UPGRADE Moody's said upward rating pressure could develop if the KCG acquisition is successfully executed, de-leveraging occurs according to plan, and VFI emerges as a high frequency market-making firm with greater customer diversification and scale. FACTORS THAT COULD LEAD TO A DOWNGRADE Moody's said failure to achieve the expected merger benefits or to fully integrate and control the operational risks of the combined platform or reduce debt leverage according to plan could lead to a downgrade of VFI's ratings. Potential future regulatory requirements that adversely affect business practices and weaken profitability could also lead to downward rating pressure. The principal methodology used in these ratings was Securities Industry Market Makers published in February 2017. WASHINGTON PRIME: Moody's Affirms Ba1 Preferred Stock Rating ------------------------------------------------------------ Moody's Investors Service affirmed all of Washington Prime Group Inc. (WPG)'s ratings, including the Baa3 senior unsecured debt rating of its operating subsidiary, Washington Prime Group, LP. The outlook was revised to negative from stable. The following ratings were affirmed: Washington Prime Group, LP -- issuer rating at Baa3; senior unsecured debt at Baa3 Washington Prime Group Inc. -- preferred stock at Ba1 RATINGS RATIONALE The negative outlook reflects the potential cash flow risk associated with the REIT's mall portfolio due to an increasingly challenging retail environment, especially for mall owners such as Washington Prime that own portfolios with relatively low sales per square foot (below $400). Moreover, the REIT has significant upcoming debt maturities as $938 million comes due in 2019 and an additional $947 million in 2020 (including extension options). Washington Prime's comp NOI declined 0.7% for 1Q17, with a 1.8% decline in mall NOI partially offset by 2.9% NOI growth from its community centers. The REIT's community centers contribute 25% of total NOI and are viewed as good quality assets that provide a stable source of cash flows, a key credit strength supporting its ratings. Washington Prime's Tier 2-mall properties (20% of NOI), however, experienced a 5.8% decline in comp NOI and Moody's is concerned about the potential for accelerated declines as these malls are more vulnerable amidst the challenging retail climate. Store closures and tenant bankruptcies have been on the rise, as retailers are facing increased competition from e-commerce and changing consumer preferences, a trend that is expected to continue for the foreseeable future. The affirmation of Washington Prime's rating reflects its strong fixed charge coverage, growing unencumbered assets , national platform and diversification across two complementary asset categories that enhances its leasing strategy. The REIT has also reduced debt levels, although leverage is still considered high given Moody's concerns about its lower productivity malls amidst the current retail environment. As a result of these concerns, Moody's expects stronger credit metrics at the current rating level to counterbalance the REIT's portfolio risk. A downgrade would result should Net Debt/EBITDA exceed 6.0x or fixed charge coverage fall below 3.2x on a sustained basis. Furthermore, failure to proactively refinance upcoming debt maturities and significantly lengthen its maturity profile would also result in a downgrade. Continued negative operating trends and, particularly, continued adverse developments in the retail space would also put pressure on the rating. An upgrade is unlikely in the intermediate term given the negative outlook. Longer term, positive ratings movement would reflect improved asset quality (as measured by mall sales per square foot above $450 on average) and sustained positive operating trends. Net Debt/EBITDA around 5x, fixed charge coverage above 4x and secured debt closer to 10% of gross assets would also be needed. Washington Prime Group Inc. (NYSE: WPG) is a retail REIT that owns and manages 110 enclosed and open air shopping centers totaling 60 million square feet across the United States. The principal methodology used in these ratings was Global Rating Methodology for REITs and Other Commercial Property Firms published in July 2010. WESTAK INC: Hires Campeau Goodsell as Bankruptcy Counsel -------------------------------------------------------- Westak, Inc. seeks authorization from the U.S. Bankruptcy Court for the Northern District of California to employ Campeau Goodsell Smith, L.C. as general bankruptcy counsel. Campeau Goodsell will be paid at these hourly rates: Attorney/Associates $340-$475 Paralegals $75 Campeau Goodsell will also be reimbursed for reasonable out-of-pocket expenses incurred. Campeau Goodsell agreed on an initial retainer of $50,000 in connection with the case which the Debtor paid on May 9, 2017. William J. Healy, member of Campeau Goodsell, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. Campeau Goodsell can be reached at: Scott L. Goodsell, Esq. William J. Healy, Esq. CAMPEAU GOODSELL SMITH, L.C. 440 N. 1st Street, Suite 100 San Jose, CA 95112 Tel: (408) 295-9555 Fax: (408) 295-6606 E-mail: sgoodsell@campeaulaw.com whealy@campeaulaw.com Westak, Inc. -- http://www.westak.com/-- manufactures printed circuit boards. The Company offers flex and rigid flex, solder paste stencils, and in-circuit testing, as well as rigid double-sided, multi-layered, and volume interconnects. Westak, Inc., based in Sunnyvale, Calif., filed a Chapter 11 petition (Bankr. N.D. Calif. Case No. 17-51123) on May 10, 2017. The Hon. Stephen L. Johnson presides over the case. Scott L. Goodsell, Esq., at Campeau Goodsell Smith, L.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 Luise Crisham, chief executive officer. WESTECH CAPITAL: June 29 Plan Confirmation Hearing -------------------------------------------------- A hearing to consider the confirmation of the Chapter 11 Plan filed by Gregory S. Milligan, the Chapter 11 Trustee for Westech Capital Corp., will be held on June 29, 2017, at 9:30 a.m. Class 4 Claims, which include all allowed unsecured priority claims, will be paid in priority, after post-confirmation operating expenses and Class 1 through Class 3 Claims, up to 100% of the Allowed Class 4 Claims, without interest, attorney's fees or costs, and from time to time from the assets of the Revested Debtor. The Class 4 Allowed Unsecured Priority Claims are impaired under the Plan and, accordingly, are entitled to vote for or against the Plan. The Trustee believes there are no claims in this class. Class 5 Claims, which include all Allowed Unsecured Claims that have not been subordinated by agreement or order of the Court, will be paid in priority, after postconfirmation operating expenses and Class 1 through Class 4 Claims, up to 100% of the Allowed Class 5 Claims, without interest, attorney's fees or costs, and from time to time from the assets of the Revested Debtor. The Class 5 Allowed Unsecured Claims are Impaired under the Plan and, accordingly, are entitled to vote for or against the Plan. The total amount of proofs of claim filed, including contingent claims, plus claims scheduled by the Debtor as undisputed is $12,774,834.48. The Trustee estimates that the allowed claims entitled to payment under the Plan will ultimately be a small fraction of that amount. John Gorman filed Proofs of Claim totaling $9,724,712.80. The Trustee does not believe that these claims are valid; moreover, Mr. Gorman's claims are subject to offset against claims by the Debtor against him, and are subject to subordination. The Debtor does not believe that the claims of John Randolph ($261,981) or Craig Biddle ($42,500) are valid because they arise out of their employment by Westech's subsidiary, Tejas, not Westech, and their claims arise out of compensation alleged owed them by Tejas. The Trustee will object to these claims. The Trustee has not yet completed his review of claims for possible objections, but notes there are some claims that appear to be duplicates (i.e., Salomone and AIG), and the Claims of Salamone and Halder are subject to offset against claims by the Debtor against them, and subordination. If the Trustee's litigation is successful and his claims objections are sustained, the maximum amount of Allowed Claims in this class will be no more than $1 million. If the Trustee's litigation is not successful and his claims objections are not sustained, then the Holders of some or all of those Claims will be entitled to participate in the distributions to Class 5 Creditors to the extent the Court finds that the claims are valid. The Second Amended Disclosure Statement is available at: http://bankrupt.com/misc/txwb16-10300-302.pdf As reported by the Troubled Company Reporter on May 24, 2017, the Trustee previously filed with the Court an amended disclosure statement describing his plan of reorganization for the Debtor, which proposed that Class 5 Unsecured Claims Creditors be paid over time from cash of the Revested Debtor remaining after the payment of post-confirmation operations, Class 2, 3 and 4 Claims. Objections to the confirmation of the Plan must be filed by June 22, 2017, at 5:00 p.m. The deadline for the submission of ballots for acceptance or rejection of the Plan is June 22, 2017, at 5:00 p.m. About Westech Capital Corp. Westech Capital Corp is a financial services holding company. Its primary business operating subsidiary is Tejas Securities Group, Inc. Westech Capital Corp., fka Tejas, Inc., filed for Chapter 11 bankruptcy (Bankr. W.D. Tex. Case No. 16-10300) on March 14, 2016. The petition was signed by Gary Salamone, CEO. Stephen A. Roberts, Esq., at Strasburger & Price, serves as counsel to the Debtor. Westech estimated $1 million to $10 million in both assets and liabilities. The Chapter 11 case was originally filed by Westech, under the guidance and operations of its board of directors. Subsequent to the filing, certain parties and parties-in-interest moved to appoint a Chapter 11 Trustee as a result of allegations of insider mishandling of the affairs of the Debtor and failing to disclose material or significant relationships. On July 29, 2016, the Court ordered the appointment of a Chapter 11 Trustee, and, thereafter, the Office of the U.S. Trustee appointed Gregory S. Milligan as the Chapter 11 Trustee, an appointment approved by an order of the Court on Aug. 10, 2016. The Trustee tapped Jordan, Hyden, Womble, Culbreth, & Holzer, P.C., in Corpus Christi, Texas, as counsel in the case. WHAA LLC: Case Summary & 4 Unsecured Creditors ---------------------------------------------- Debtor: WHAA LLC 5494 Arrow Hwy Montclair, CA 91763 Business Description: WHAA LLC listed its business as a single asset real estate as defined in 11 U.S.C. Section 101(51B). It is the fee simple owner of a commercial building located at 5494 E. Arrow Highway, Montclair, CA 91763 valued at $975,000. The Debtor also has a fee simple interest in an industrial commercial property located at 5512 Arrow Highway, Montclair CA 91763 with a current value of $975,000. WHAA is an affiliate of Biodata Medical Laboratories, Inc. that sought bankruptcy protection on Nov. 28, 2016 (Bankr. C.D. Calif. Case No. 16-20446). Chapter 11 Petition Date: June 2, 2017 Case No.: 17-14661 Court: United States Bankruptcy Court Central District of California (Riverside) Judge: Hon. Mark S Wallace Debtor's Counsel: Margarit Kazaryan, Esq. LAW OFFICES OF MARGARIT KAZARYAN 1200 S Brand Blvd Ste 180 Glendale, CA 91204 Tel: 818-296-9141 Fax: 818-296-9092 E-mail: kazaryanlaw@gmail.com Total Assets: $2.01 million Total Liabilities: $1.36 million The petition was signed by Henry Wallach, managing member. A copy of the Debtor's list of four unsecured creditors is available for free at http://bankrupt.com/misc/cacb17-14661.pdf WILLIAMS SEAFOOD: Case Summary & Unsecured Creditor --------------------------------------------------- Debtor: Williams Seafood Restaurant, Inc. 8010 U.S. Highway 80 East Savannah, GA 31410 Case No.: 17-40819 Business Description: The Debtor listed its business as a single asset real estate as defined in 11 U.S.C. Section 101(51B). It owns the Williams Seafood Restaurant located at 8010 Us Highway 80 E, Savannah GA 31410. The Company previously sought bankruptcy protection on Aug. 30, 2013 (Bank. S.D. Ga. Case No. 13-41622). Chapter 11 Petition Date: June 2, 2017 Court: United States Bankruptcy Court Southern District of Georgia (Savannah) Judge: Hon. Edward J. Coleman III Debtor's Counsel: James L Drake, Jr., Esq. JAMES L. DRAKE, JR. P.C. P.O. Box 9945 Savannah, GA 31405 Tel: 912-790-1533 E-mail: jdrake@drakefirmpc.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Carol Williams Schwalbe, president. The list of 20 largest unsecured creditors has a lone entry: James A. Daly, III, M.D., holding an unsecured claim of $15,000. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/gasb17-40819.pdf WILLISTON PARKS: S&P Lowers Rating on 2012A Revenue Bonds to 'B' ---------------------------------------------------------------- S&P Global Ratings has lowered its ratings on Williston Parks & Recreation District, N.D.'s series 2012A senior-lien sale tax and gross revenue bonds five notches to 'B' from 'BBB-'. S&P also lowered its rating on the district's series 2012C subordinate-lien sales tax and gross revenue to 'B-' from 'BBB-'. At the same time, S&P placed both ratings on CreditWatch with negative implications. "The multinotch downgrades on the senior- and subordinate-lien debt reflect the worsening structural imbalance in the district's operating budget, which is largely due to the need to use excess revenues to pay debt service on the 2012 bonds and which we now believe severe enough to exhaust the district's operating reserves and internal liquidity by as early as fiscal 2018 if left unaddressed," said S&P Global Ratings credit analyst Scott Nees. The downgrades also reflect the district's recent disclosures that it has misapplied pledged gross revenues as required by the bond indenture, which resulted in several million dollars in gross park revenues not being applied to the early redemption of subordinate-lien bullet maturities. The misapplication, moreover, masked what would have been a much larger structural budget deficit from 2013 onward, as revenues pledged to the bonds were used instead to fund operations. "Given these factors and in particular the severity of the district's structural budget gap, the bonds exhibit a degree of vulnerability that, in our view, is consistent with a 'B' category rating, where, by definition, adverse conditions will likely impair the obligor's capacity or willingness to meet its financial commitment on its obligations," said Mr. Nees. The rating on the 2012C subordinate-lien bonds is one notch below that on the 2012A senior-lien bonds because S&P believes the flow of funds, coupled with the serial misapplication of pledged revenues, demonstrate weaker protection for subordinate-lien bondholders, as compared to senior-lien holders. S&P has also placed its ratings on both series of bonds on CreditWatch with negative implications because S&P understands that the district is planning on refinancing and restructuring the 2012C series within the next 90 days, and S&P's assessment of the bonds' credit risk could change depending on the outcome of the bond sale. The 2012 bond structure requires pledged revenues, including park gross revenues, to remain in the 2012 flow of funds after funding current-year debt service accounts, meeting reserving requirements, and paying fees, and to be applied to the early redemption of the 2012C bullet maturity in 2032. Excess park gross revenues thus remain trapped in the 2012 indenture until the 2012C bonds are fully repaid. The proposed 2017 refunding bonds would level required debt service on the subordinate bonds, eliminating the single bullet maturity, and would allow excess park gross revenues to flow back to the district monthly to support operations, after meeting senior indenture requirements and after meeting debt service and reserve requirements on the 2017 bonds. The 2012A senior bond structure would remain unchanged. "Following the sale of the 2017 refunding bonds and once the details of the 2017 bond structure are finalized, we should be in a better position to evaluate the district's near- to medium-term financial prospects, and we therefore expect to resolve the CreditWatch within 90 days," added Mr. Nees. S&P expresses no opinion as to the creditworthiness of the proposed series 2017 bonds, which S&P is not being asked to rate, and underscore that its ratings and analysis apply only to the 2012A and 2012C bonds. S&P notes, as well, that assuming the 2012C bonds are fully defeased, our ratings on the bonds would be withdrawn, though S&P would still maintain a rating on the 2012A series. The series 2012A senior and 2012C subordinate bonds are both secured by the one-half cent "project portion" of the district's one-cent citywide sales tax and by park gross revenues, with the 2012A bonds having a senior lien against both pledged revenue streams. The Williston Parks & Recreation District is a separate entity from the city of Williston, though its boundaries are coterminous with those of the city. It operates 370 acres of parks and athletic fields, maintains 8.7 miles of trails, runs a municipal golf course, and operates the 240,000-square-foot recreational facility for which the 2012 bonds were issued. WOW ORTHODONTICS: Amends Liquidation Analysis --------------------------------------------- WOW Orthodontics, Inc., filed with the US Bankruptcy Court for the Middle District of Tennessee its first amended disclosure statement to accompany its plan of reorganization, dated May 19, 2017. This version of the disclosure statement changes the liquidation analysis presented in the previous one. The Debtor believes a forced liquidation would result in less favorable treatment of creditors than that which is proposed in the plan. In summary, a liquidation of the Debtor's assets would not be sufficient to pay even the Secured Claims in full. The Plan provides for payment in full to the Secured Creditors. The Plan also provides for payment in full to Priority Claimants and to Unsecured Claimants at ten percent of their claim amount. A Chapter 7 liquidation would result in zero distribution to the Unsecured Claimants. Accordingly, the Debtor believes that the distribution proposed in the Plan is preferable to a Chapter 7 liquidation. Therefore, acceptance of the Plan is in the best interest of creditors. A copy of the First Amended Disclosure Statement is available at: http://bankrupt.com/misc/tnmb3-16-00626-67.pdf About WOW Orthodontics WOW Orthodontics Inc. is an orthodontics practice in Brentwood, Tennessee, which has been in business since June 2013. The Debtor is owned and operated by Wendy Oakes Wilhelm, DDS. The Debtor sought protection under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Middle District of Tennessee (Nashville) (Bankr. M.D. Tenn., Case No. 16-00626) on February 1, 2016. The petition was signed by Wendy Oakes Wilhelm, owner. The Debtor is represented by Elliott Warner Jones, Esq., at Emerge Law Plc. The case is assigned to Judge Marian Harrison. The Debtor estimated assets of $500,000 to $1 million and debts of $1 million to $10 million. No official committee of unsecured creditors has been appointed in the case. WTE S&S AG: Allowed to Continue Using Cash Collateral Until July 31 ------------------------------------------------------------------- Judge Donald R. Cassling of the U.S. Bankruptcy Court for the Northern District of Illinois authorized WTE-S&S AG Enterprises LLC to use cash collateral on an interim basis during the period from June 4, 2017 through July 31, 2017. A final hearing on the Debtor's use of cash collateral is scheduled on July 18, 2017 at 10:00 a.m. The Debtor is authorized to make the expenditures set forth on the Budget, plus no more than 10% of the total proposed expense payments. The Budget provides total disbursements in the amount of $67,300 during the period of week ending June 5, 2017 through the week ending July 31, 2017. State Bank of Chilton have consented to the Debtor's continued use of cash collateral. In return for the Debtor's continued interim use of cash collateral, State Bank of Chilton is granted the following adequate protection for its purported secured interests in the Debtor's property: (a) The Debtor will permit State Bank of Chilton to inspect its books and records; (b) The Debtor will maintain and pay premiums for insurance to cover all of its assets from fire, theft and water damage; (c) The Debtor will make available to State Bank of Chilton evidence of that which constitutes its collateral or proceeds; (d) The Debtor will properly maintain its assets in good repair and properly manage its business; (e) State Bank of Chilton will be granted a valid, perfected, enforceable security interests in the Debtor's post-petition assets, including all proceeds and products which become property of the estate to the extent and priority of its alleged pre-petition liens, but only to the extent of any diminution in the value of such assets from the Petition Date through July 31, 2017. A full-text copy of the Order, dated June 1, 2017, is available at https://is.gd/7fqMo2 About WTE-S&S AG Enterprises WTE-S&S AG Enterprises, LLC, is a limited liability company formed for the purpose of constructing an anaerobic digester on the largest dairy farm in Door County, Wisconsin, so as to generate electricity from harnessing methane extracted from animal waste. WTE-S&S AG Enterprises filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 16-09913) on March 23, 2016. The petition was signed by James G. Philip, manager and designated representative. The Debtor estimated assets and liabilities in the range of $1 million to $10 million at the time of the filing. The case is assigned to Judge Donald R. Cassling. The Debtor is represented by David K. Welch, Esq., at Crane, Heyrnan, Simon, Welch & Clar. XEROX CORP: Egan-Jones Lowers Sr. Unsecured Ratings to BB --------------------------------------------------------- Egan-Jones Ratings, on May 18, 2017, downgraded the local currency and foreign currency senior unsecured ratings on debt issued by Xerox Corp to BB from BBB. Xerox Corporation is engaged in imaging, business process, analytics, automation and user-centric insights. The company's segments include Services, Document Technology and Other. The company's Services segment includes service offerings, such as BPO and Document Outsourcing (DO). [*] Mark Naughton Joins Tiger Capital as Senior General Counsel --------------------------------------------------------------- Mark Naughton has joined Tiger Capital Group as Senior General Counsel. The veteran in-house and outside counsel comes to the New York-headquartered asset valuation, advisory and disposition services firm with over 14 years' experience in asset disposition projects and 30 years of experience in bankruptcy-related services. He represents debtors, trustees, secured creditors, creditors' committees, and unsecured creditors in all aspects of bankruptcies, workouts and related litigation. From his base in Chicago, Mr. Naughton will be responsible for structuring, negotiating and documenting transactions for each of Tiger's divisions, counseling the team on strategic and legal questions related to various business units and transactions, and supervising outside counsel. "Mark is extremely respected in the financial services world," stated Michael McGrail, Chief Operating Officer of Tiger. "By bringing him into the Tiger family of companies, we are strengthening our internal team, expanding the level of expertise we offer our clients, and positioning ourselves for even greater global growth." Mr. Naughton joins Tiger from asset liquidation company Yellen Partners, Deerfield, Ill., where he served as Executive Vice President/General Counsel since 2015. From 2003 to 2015, he was Senior Vice President/General Counsel at Great American Group, working on major retail liquidations, including Circuit City, Target Canada, Linens n Things, and Tower Records, as well as such industrial/wholesale cases as Collins and Aikman, Pacific Lumber, and Eagle Foods. Prior to joining Great American Group, Naughton spent eight years as a partner in the restructuring group at Piper Rudnick (now, dla Piper) where he was involved in many large bankruptcy cases, including National Steel Corporation, Lids Corp., Outboard Marine Corporation, and Mother's Stores. Mr. Naughton earned his law degree at Northwestern University, School of Law, Chicago, Ill., and a Bachelor's Degree, Magna Cum Laude, from Marquette University, Milwaukee, Wisc. [*] Robert Gordon Joins Jenner & Block's Bankruptcy Practice ------------------------------------------------------------ Jenner & Block on June 1, 2017, disclosed that Robert D. Gordon, a leading bankruptcy and restructuring lawyer, will join the firm as a partner in its New York office. He will be a member of the firm's Restructuring and Bankruptcy Practice. Mr. Gordon provides creditors, debtors and other parties-in-interest with strategic counseling through bankruptcy and restructuring processes in litigation and out-of-court workouts. He handles complex and high-profile corporate and municipal matters, including having served as special restructuring counsel to the Detroit Retirement Systems in the City of Detroit Chapter 9 bankruptcy case. "Bob's experience representing large public and private entities in complex matters is an asset to the firm," said Terrence J. Truax, managing partner of Jenner & Block. "His addition further strengthens our bankruptcy and restructuring practice and the deep experience we can make available to our clients." In addition to his key role in the Detroit bankruptcy proceedings, Mr. Gordon has worked on cases and restructurings arising out of several industries, including automotive, real estate, gaming, hospitality, retail, manufacturing, aviation and telecommunications, among others. He represents companies, creditors' committees, pension systems, secured and unsecured creditors, distressed asset purchasers, lessors, trustees and liquidating agents. Mr. Gordon also represents clients in various other transactional and litigation matters involving bankruptcy and related commercial issues. "Bob provides insight and informed guidance to parties experiencing insolvency issues and distressed situations," said Joseph P. Gromacki, chair of Jenner & Block's firmwide Corporate Department. "He has extensive knowledge of bankruptcy law and how it can affect corporations and municipalities, which is extremely valuable to clients seeking restructuring counsel." Mr. Gordon has also served as a federal court-appointed receiver in a Securities and Exchange Commission enforcement action involving an international Ponzi scheme. Richard Levin, co-chair of the firm's Restructuring and Bankruptcy Practice, said, "Bob has proven himself in numerous distress and restructuring situations, especially in one of his most challenging assignments -- securing the pensions of Detroit's retirees through the Grand Bargain in the City of Detroit municipal bankruptcy case." "His experience and his creative, hands-on approach to protecting his clients and crafting solutions will enhance our strong municipal and general commercial restructuring practice and our ability to serve our clients in complex distress matters," added Catherine L. Steege, co-chair of the practice. Mr. Gordon is a frequent speaker on issues relating to municipal bankruptcies -- and their effect on pension systems in particular -- among other topics. Since 2010, he has been recognized every year by The Best Lawyers in America in the bankruptcy and creditor-debtor rights law categories. The American Board of Certification has certified Mr. Gordon as a specialist in business bankruptcy. He joins the firm from Clark Hill PLC. "Joining Jenner & Block's team of highly regarded lawyers is an exciting opportunity, and I look forward to helping expand the firm's strong bankruptcy and restructuring capabilities," said Mr. Gordon. "I've worked alongside the firm's lawyers before and look forward to working with them again to achieve the best possible results for our clients." Mr. Gordon is licensed to practice in Michigan, Illinois and New York. He earned both his J.D. and his B.A. at the University of Michigan. Mr. Gordon can be reached at: Robert D. Gordon Partner JENNER & BLOCK Phone: 212 891-1610 E-mail: rgordon@jenner.com About Jenner & Block's Restructuring and Bankruptcy Practice Lawyers in Jenner & Block's Restructuring and Bankruptcy Practice handle a wide range of matters in high-profile and complex corporate and municipal reorganizations and related litigation across the United States. The firm also has experience in bankruptcy cases involving financial fraud, corporate malfeasance and mass torts. It represents public and private companies in bankruptcy proceedings, out-of-court restructurings, debt for equity exchanges, "internal" reorganizations, and distressed asset purchases and sales. Its lawyers frequently represent investors, lenders, creditors or equity holders in bankruptcy cases, out-of-court restructuring transactions or workouts, and provide advice on credit issues, derivatives, structured finance and other sophisticated financial instruments, as well as other insolvency-related issues. About Jenner & Block Jenner & Block -- http://www.jenner.com/-- is a law firm with global reach, with more than 500 lawyers and offices in Chicago, London, Los Angeles, New York and Washington, DC. The firm is known for its prominent and successful litigation practice and experience handling sophisticated and high-profile corporate transactions. Firm clients include Fortune 100 companies, large privately held corporations, financial services institutions, emerging companies and venture capital and private equity investors. In 2016, The American Lawyer named Jenner & Block to the A-List, which recognizes the top 20 US law firms. The American Lawyer also recognized the firm as the #1 pro bono firm in the United States six of the past nine years; the firm has been ranked among the top 10 in this category every year since 1990. [^] BOND PRICING: For the Week from May 29 to June 2, 2017 ---------------------------------------------------------- Company Ticker Coupon Bid Price Maturity ------- ------ ------ --------- -------- A. M. Castle & Co CASL 5.250 16.641 12/30/2019 A. M. Castle & Co CASL 7.000 58.000 12/15/2017 Alpha Appalachia Holdings Inc ANR 3.250 0.750 8/1/2015 American Eagle Energy Corp AMZG 11.000 0.933 9/1/2019 Armstrong Energy Inc ARMS 11.750 50.750 12/15/2019 Armstrong Energy Inc ARMS 11.750 50.750 12/15/2019 Avaya Inc AVYA 10.500 12.500 3/1/2021 Avaya Inc AVYA 10.500 16.000 3/1/2021 BPZ Resources Inc BPZR 6.500 3.017 3/1/2015 BPZ Resources Inc BPZR 6.500 3.017 3/1/2049 Bon-Ton Department Stores Inc/The BONT 8.000 37.375 6/15/2021 BreitBurn Energy Partners LP / BreitBurn Finance Corp BBEP 7.875 31.000 4/15/2022 BreitBurn Energy Partners LP / BreitBurn Finance Corp BBEP 8.625 31.000 10/15/2020 BreitBurn Energy Partners LP / BreitBurn Finance Corp BBEP 8.625 29.625 10/15/2020 BreitBurn Energy Partners LP / BreitBurn Finance Corp BBEP 8.625 29.625 10/15/2020 Buffalo Thunder Development Authority BUFLO 11.000 39.000 12/9/2022 CEDC Finance Corp International Inc CEDC 10.000 23.500 4/30/2018 Caesars Entertainment Operating Co Inc CZR 5.750 81.250 10/1/2017 Chassix Holdings Inc CHASSX 10.000 8.000 12/15/2018 Chassix Holdings Inc CHASSX 10.000 8.000 12/15/2018 Chukchansi Economic Development Authority CHUKCH 9.750 39.500 5/30/2020 Chukchansi Economic Development Authority CHUKCH 9.750 39.500 5/30/2020 Cinedigm Corp CIDM 5.500 35.000 4/15/2035 Claire's Stores Inc CLE 9.000 48.500 3/15/2019 Claire's Stores Inc CLE 8.875 11.000 3/15/2019 Claire's Stores Inc CLE 6.125 42.750 3/15/2020 Claire's Stores Inc CLE 7.750 13.625 6/1/2020 Claire's Stores Inc CLE 9.000 46.250 3/15/2019 Claire's Stores Inc CLE 9.000 48.375 3/15/2019 Claire's Stores Inc CLE 7.750 13.625 6/1/2020 Claire's Stores Inc CLE 6.125 40.750 3/15/2020 Cobalt International Energy Inc CIE 2.625 35.750 12/1/2019 Cumulus Media Holdings Inc CMLS 7.750 27.378 5/1/2019 EV Energy Partners LP / EV Energy Finance Corp EVEP 8.000 62.314 4/15/2019 Emergent Capital Inc EMGC 8.500 44.506 2/15/2019 Energy Conversion Devices Inc ENER 3.000 7.875 6/15/2013 Energy Future Holdings Corp TXU 6.500 13.500 11/15/2024 Energy Future Holdings Corp TXU 6.550 10.250 11/15/2034 Energy Future Holdings Corp TXU 9.750 29.250 10/15/2019 Energy Future Holdings Corp TXU 5.550 6.750 11/15/2014 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 11.250 34.000 12/1/2018 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 9.750 34.250 10/15/2019 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 11.250 30.000 12/1/2018 Fleetwood Enterprises Inc FLTW 14.000 3.557 12/15/2011 GenOn Energy Inc GENONE 9.500 67.278 10/15/2018 GenOn Energy Inc GENONE 9.500 68.876 10/15/2018 GenOn Energy Inc GENONE 9.500 68.696 10/15/2018 Global Brokerage Inc GLBR 2.250 42.000 6/15/2018 Gymboree Corp/The GYMB 9.125 8.800 12/1/2018 Homer City Generation LP HOMCTY 8.137 38.750 10/1/2019 Illinois Power Generating Co DYN 7.000 33.000 4/15/2018 Illinois Power Generating Co DYN 6.300 36.250 4/1/2020 IronGate Energy Services LLC IRONGT 11.000 37.250 7/1/2018 IronGate Energy Services LLC IRONGT 11.000 35.000 7/1/2018 IronGate Energy Services LLC IRONGT 11.000 35.000 7/1/2018 IronGate Energy Services LLC IRONGT 11.000 35.000 7/1/2018 Jack Cooper Holdings Corp JKCOOP 9.250 49.250 6/1/2020 James River Coal Co JRCC 7.875 1.383 4/1/2019 Las Vegas Monorail Co LASVMC 5.500 0.833 7/15/2019 Lehman Brothers Holdings Inc LEH 5.000 3.326 2/7/2009 Lehman Brothers Holdings Inc LEH 1.600 3.326 11/5/2011 Lehman Brothers Holdings Inc LEH 1.500 3.326 3/29/2013 Lehman Brothers Holdings Inc LEH 2.000 3.326 3/3/2009 Lehman Brothers Holdings Inc LEH 4.000 3.326 4/30/2009 Lehman Brothers Holdings Inc LEH 1.383 3.326 6/15/2009 Lehman Brothers Holdings Inc LEH 2.070 3.326 6/15/2009 Lehman Brothers Inc LEH 7.500 1.226 8/1/2026 Lumbermens Mutual Casualty Co KEMPER 9.150 1.105 7/1/2026 Lumbermens Mutual Casualty Co KEMPER 8.450 0.816 12/1/2097 Lumbermens Mutual Casualty Co KEMPER 8.300 0.328 12/1/2037 MF Global Holdings Ltd MF 3.375 27.500 8/1/2018 MModal Inc MODL 10.750 10.125 8/15/2020 Midstates Petroleum Co Inc / Midstates Petroleum Co LLC MPO 10.750 0.473 10/1/2020 Mirant Mid-Atlantic Series B Pass Through Trust GENONE 9.125 97.250 6/30/2017 NRG REMA LLC GENONE 9.237 83.786 7/2/2017 New Gulf Resources LLC/ NGR Finance Corp NGREFN 12.250 2.748 5/15/2019 New Gulf Resources LLC/ NGR Finance Corp NGREFN 12.250 2.748 5/15/2019 New Gulf Resources LLC/ NGR Finance Corp NGREFN 12.250 2.748 5/15/2019 Nine West Holdings Inc JNY 6.875 21.135 3/15/2019 Nine West Holdings Inc JNY 8.250 25.000 3/15/2019 Nine West Holdings Inc JNY 8.250 25.000 3/15/2019 Nuverra Environmental Solutions Inc NESC 12.500 24.375 4/15/2021 OMX Timber Finance Investments II LLC OMX 5.540 9.250 1/29/2020 Permian Holdings Inc PRMIAN 10.500 29.125 1/15/2018 Permian Holdings Inc PRMIAN 10.500 29.125 1/15/2018 Pernix Therapeutics Holdings Inc PTX 4.250 31.000 4/1/2021 Pernix Therapeutics Holdings Inc PTX 4.250 26.497 4/1/2021 Prospect Holding Co LLC / Prospect Holding Finance Co PRSPCT 10.250 48.250 10/1/2018 Rolta LLC RLTAIN 10.750 21.784 5/16/2018 Samson Investment Co SAIVST 9.750 7.750 2/15/2020 SandRidge Energy Inc SD 7.500 2.220 2/15/2023 SquareTwo Financial Corp SQRTW 11.625 1.276 4/1/2017 SunEdison Inc SUNE 5.000 10.500 7/2/2018 SunEdison Inc SUNE 2.750 0.938 1/1/2021 SunEdison Inc SUNE 2.375 0.938 4/15/2022 SunEdison Inc SUNE 0.250 1.250 1/15/2020 SunEdison Inc SUNE 2.000 1.125 10/1/2018 SunEdison Inc SUNE 3.375 1.125 6/1/2025 SunEdison Inc SUNE 2.625 1.125 6/1/2023 TMST Inc THMR 8.000 18.500 5/15/2013 Talos Production LLC / Talos Production Finance Inc TALPRO 9.750 65.625 2/15/2018 Talos Production LLC / Talos Production Finance Inc TALPRO 9.750 65.625 2/15/2018 TerraVia Holdings Inc TVIA 5.000 42.000 10/1/2019 TerraVia Holdings Inc TVIA 6.000 67.750 2/1/2018 Terrestar Networks Inc TSTR 6.500 10.000 6/15/2014 Trans-Lux Corp TNLX 8.250 20.125 3/1/2012 UCI International LLC UCII 8.625 6.875 2/15/2019 Vanguard Operating LLC VNR 8.375 50.000 6/1/2019 Walter Energy Inc WLTG 9.500 0.370 10/15/2019 Walter Energy Inc WLTG 9.500 0.370 10/15/2019 Walter Energy Inc WLTG 8.500 0.834 4/15/2021 Walter Energy Inc WLTG 9.500 0.370 10/15/2019 Walter Energy Inc WLTG 9.500 0.370 10/15/2019 Walter Investment Management Corp WAC 4.500 34.000 11/1/2019 Wynn Las Vegas LLC / Wynn Las Vegas Capital Corp WYNNLV 5.375 102.586 3/15/2022 iHeartCommunications Inc IHRT 10.000 60.378 1/15/2018 iHeartCommunications Inc IHRT 6.875 58.873 6/15/2018 rue21 inc RUE 9.000 3.500 10/15/2021 rue21 inc RUE 9.000 4.400 10/15/2021 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. 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 ***