/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/170720.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, July 20, 2017, Vol. 21, No. 200 Headlines A & K ENERGY: Hires Wells Houser as Accountant ADVANCED PRECISION: Hires Crane Heyman as Attorney ALBANY MOLECULAR: S&P Affirms 'B' CCR, Off CreditWatch Negative ALIANZA TRINITY: Hires Avison as Broker, Replacing Land Advisors ALTAMONTE VETERINARY: Hires BransonLaw as Counsel AM CASTLE: Court Approves Restructuring Support Agreement AMC ENTERTAINMENT: Moody's Confirms Senior Secured Term Loan at Ba1 ARMSTRONG ENERGY: May File for Bankruptcy If Negotiations Fail ARMSTRONG ENERGY: Moody's Cuts CFR to Ca on Missed Interest Payment ASA LODGING: Case Summary & 10 Unsecured Creditors BEAR CREEK: 6th Cir. Affirms Post-Judgment Relief vs. Terra BELIEVERS BIBLE: Taps Price Realty Group as Real Estate Agent BIG RIVERS: Fitch Affirms BB Rating on $83MM Revenue Bonds BLUESTEM BRANDS: S&P Cuts CCR to 'CCC+', Outlook is Negative BOSTWICK LABORATORIES: Seeks to Employ KPMG as Tax Consultant BREITBURN ENERGY: Seek to Enter Into 4th Amendment of DIP Loan BUDDY WARREN: Taps Capstone Realty as Real Estate Agent CAMPBELLTON-GRACEVILLE: Taps Ausley McMullen as Special Counsel CATASYS INC: Appoints Michael Sherman as Director CHICAGO CITY: Moody's Puts Ba1 GO Rating Under Review for Downgrade CHICAGO PARK: Moody's Puts Ba1 GO Rating Under Review For Downgrade CHURCH AND STATE: Case Summary & 20 Largest Unsecured Creditors CINCINNATI BELL: Moody's Says Acquisitions Have No Impact on B2 CFR CPI INT'L: Moody's Assigns B3 CFR & Rates $485MM 1st Lien Loans B2 CUZCO DEVELOPMENT: Court Confirms Fourth Amended Plan DIAMOND BRITE: Hires Dean W. Greer as Counsel DICK CAMPBELL: Taps Shaver and Swanson as Special Counsel DIMENSION REALTY: Taps Maldjian & Citta as Accountant DLM LLC: Bid to Dismiss ASIC's Indemnity Suit Denied ENERGY3 LLC: Case Summary & 5 Unsecured Creditors ENVIRO-SAFE: Taps Howard & Howard as Special Counsel EXPLORER HOLDINGS: Moody's Affirms B2 CFR; Outlook Negative EXTRACTION OIL: Moody's Rates New Unsecured Notes Due 2024 'B3' EYEMART EXPRESS: Moody's Cuts Corporate Family Rating to B2 FIRST GROWTH: Files Voluntary Assignments in Bankruptcy FIRST HORIZON: Moody's Assigns (P)Ba1 Junior Subordinated Rating FM KELLY: Plan Outline Okayed, Plan Hearing on Aug. 2 FOUNDATION HEALTHCARE: Hires Eide Bailly as Accountant FOUNDATION HEALTHCARE: Hires Husch Blackwell as Counsel FOUNDATION HEALTHCARE: Hires Miller of Ankura as CRO GEO COTEC CORP: Taps Raymond Moon as Accountant GETCHELL AGENCY: Taps Curtis Thaxter as Special Counsel GFC PROPERTIES: Hires LSM CPA as Accountant GRACIOUS HOME: B. Riley & Co. Acts as Exclusive Financial Advisor GYMBOREE CORP: Can Assume Backstop Commitment Agreement HANGING HOOK: Hires Ehrhard & Associates as Counsel HAUBERT HOMES: Committee Hires Alan L. Frank as Special Counsel HAYWARD INDUSTRIES: Moody's Assigns B3 CFR; Outlook Stable HD SUPPLY: S&P Assigns B+ Corp. Credit Rating, Outlook Stable HHGREGG INC: Employee Incentive Program Approved IGNITE RESTAURANT: Brixmor Property Objects to Asset Sale Process IMPERIAL METALS: Moody's Cuts CFR to Caa2; Outlook Negative INFINITY ACQUISITION: S&P Affirms B CCR, Outlook Negative IPSIDY INC: Cherry Bekaert LLP Raises Going Concern Doubt J.G. NASCON: Peak Buying John Deere 544J Loader for $42.5K KAMAN CORP: S&P Affirms BB+ CCR, Outlook Revised to Stable KAYE & SONS: Hires Pulman Cappuccio as Counsel KAZBAR LLC: Hires Stephen Henry as Accountant KEELER'S MEDICAL: U.S. Trustee Unable to Appoint Committee KEYSTONE TUBE: Hires Deloitte & Touche as Independent Auditors KEYSTONE TUBE: Hires Deloitte Tax as Tax Services Provider LIVELY HOPE: Hires CBG Law Group as Counsel LIVELY HOPE: Hires Windermere Real/East as Real Estate Broker MANUGRAPH AMERICAS: Hires Clauser as Appraiser MAR MEG LLC: Hires Landmark Group as Real Estate Broker MESOBLAST LIMITED: Issues 6.03 Million Ordinary Shares to Osiris MULTI-COLOR CORP: Moody's Puts Ba3 CFR Under Review for Downgrade NEOPS HOLDINGS: Hires Zeisler & Zeisler as Counsel NET ELEMENT: Files Prospectus on 4.69M Shares Sale by Cobblestone NET ELEMENT: Removes Registration After 19.99% of Shares Sold NEWASURION CORP: S&P Affirms B+ ICR, Outlook Stable NJOY INC: Ch. 11 Trustee Hires Cozen O'Connor as Counsel NN INC: Moody's Says Sale of PCB Business Credit Positive NOTIS GLOBAL: Judith Hammerschmidt Fills Board Vacancy NOTIS GLOBAL: Signs 36-Month Management Services Pact with Trava OCONEE REGIONAL: Creditors' Panel Hires Sewell as Special Counsel PARAGON OFFSHORE: Emerges from Chapter 11 Protection PARAGON OFFSHORE: Has $131 Million Exit Facility Thru 2022 PARETEUM CORP: Expects to Get $1.15M From Warrants Exercise PATTERN ENERGY: Moody's Assigns Ba3 CFR, PDR & Sr. Unsecured Rating PEAK 10: S&P Affirms 'B' CCR, Lowers Outlook to Negative PEARL ALLEN: Hires Keller Williams as Real Estate Broker PFO GLOBAL: Ch. 11 Trustee Hires Rochelle McCullough as Counsel PME MORTGAGE: U.S. Trustee Forms 5-Member Committee PREMIUM COMMERCIAL: Hires Orenstein Law as Counsel RCWE HOLDING: Hires Altair Management as Property Manager REVLON INC: S&P Lowers CCR to 'B' On Continued Weak Performance RJRAMDHAN GROUP: Names Robert Wilcox as Attorney RV COLLISION: Hires Robert Rothfeld as Accountant S B BUILDING ASSOCIATES: Examiner Hires Trenk DiPasquale as Atty. S&S HOLDING: Taps Todd M. Gornstein as Special Counsel SABLE INT'L: Moody's Retains Ba3 CFR Amid $300MM Add-on Loan SAILING EMPORIUM: Taps Martin Satinsky as Forensic Accountant SANDFORD AND SON: Sale of Property Glendale Property for $190K OK'd SEACOR HOLDINGS: Fitch Affirms & Withdraws 'B' IDR SEARS HOLDINGS: Lampert's ESL Has 56.5% Stake as of July 13 SHORT BARK: U.S. Trustee Forms 7-Member Committee SITEONE LANDSCAPE: S&P Raises CCR to BB-, Outlook Stable SPI ENERGY: Buys Back EnSync Preferred Shares from Melodius SPI ENERGY: Closes Sale of 80M Ordinary Shares for $5.76M STELMA PROPERTIES: Court Denies BB&T's Application for Payment SUMMIT INVESTMENT: Sale of Salisbury Property $308K Approved SUNEDISON INC: Seeks Amendments to Rights Offering Procedures SUNPOWER BY RENEWABLE: Taps Nyberg & Associates as Accountant TALLIS GROUP: Disclosure Statement Hearing Set for July 27 TECHNOLOGY WAY: Taps NAI Miami as Real Estate Broker TECK RESOURCES: Moody's Raises CFR to Ba2 Amid Debt Reduction THOMAS BERRY: Brookline Buying Cleveland Property for $60K THRU INC: Court Approves Chapter 11 Reorganization Plan TIDEWATER INC: Committee Taps Berkeley as Financial Advisor TIDEWATER INC: Creditors' Committee Hires Whiteford as Counsel TK HOLDINGS: Hires Weil Gotshal as Attorneys TROVERCO INC: U.S. Trustee Forms 3-Member Committee U.S. SECURITY: S&P Affirms B Corp. Credit Rating, Outlook Stable UPLIFT RX: Creditors' Panel Hires Fox Rothschild as Counsel UPLIFT RX: Panel Hires CohnReznick as Financial Advisors VANGUARD NATURAL: Reaches Plan Deal With Ad Hoc Equity Group VANITY SHOP: Clarifies Scope of Diamond B's Services WALTER INVESTMENT: S&P Cuts CCR to CCC- on Possible Restructuring WELLMAN DYNAMICS: TCTM Buying Assets for Credit Bid Plus $5M Cash WONDERWORK INC: Examiner Hires Goldin Associates as Advisor WORLD IMPORTS: 3d Cir. Defines "Received" Under Sec. 503(b)(9) ZEBRA TECHNOLOGIES: Moody's Rates New Term Loan A 'Ba3' ZEBRA TECHNOLOGIES: S&P Lowers Senior Secured Debt Rating to 'BB' ZLOOP INC: Aug. 10 Conference Set in Suit vs. Phelps Dunbar ZONE 5 INC: Hires Hodgson Russ as Attorney [*] Retail Bankruptcies Up by 35% YTD, BankruptcyData Says [^] Recent Small-Dollar & Individual Chapter 11 Filings ********* A & K ENERGY: Hires Wells Houser as Accountant ---------------------------------------------- A & K Energy Conservation, Inc., seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ Wells Houser & Schatzel, P.A., as certified public accountant to the Debtor. Prior to the Petition Date, Arndt & Associates, P.A., which is now known as Kahn, Arndt & Associates, P.A., served as the Debtor's accountants. Scott Arndt is a managing director with Khan, Arndt & Associates, P.A. and also the Debtor's Chief Financial Officer. Accordingly, the Debtor has selected Wells Houser as replacement accountants. A & K Energy requires Wells Houser to: -- prepare the Debtor's federal income tax returns and any other required tax returns; and -- perform such other functions as requested by the Debtor or its counsel. Wells Houser will be paid at these hourly rates: Accountant $240 Staff $90-$135 Wells Houser will also be reimbursed for reasonable out-of-pocket expenses incurred. Peter B. Wells, partner of Wells Houser & Schatzel, P.A., 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. Wells Houser can be reached at: Peter B. Wells WELLS HOUSER & SCHATZEL, P.A. 500 9th Avenue North St. Petersburg, FL 33702 Tel: (727) 578-1040 About A & K Energy Conservation, Inc. A&K Energy Conservation, Inc. -- http://www.akenergy.com/-- offers customized lighting solutions and energy management services, including energy audits, lighting retrofits, rebate processing, and more. A & K Energy Conservation filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 17-03318) on April 19, 2017. William Maloney, chief restructuring officer, signed the petition. The case is assigned to Judge Catherine Peek McEwen. The Debtor is represented by Amy Denton Harris, Esq., and Mark F Robens, Esq., at Stichter, Riedel, Blain & Postler, P.A. The Debtor estimated assets and liabilities between $1 million and $10 million. The Debtor hired Bill Maloney of Bill Maloney Consulting, as chief restructuring officer. ADVANCED PRECISION: Hires Crane Heyman as Attorney -------------------------------------------------- Advanced Precision Manufacturing, Inc., seeks authority from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Crane Heyman Simon Welch & Clar, as attorney to the Debtor. Advanced Precision requires Crane Heyman to: a. prepare necessary applications, motions, answers, orders, adversary proceedings, reports and other legal papers; b. provide the Debtor with legal advice with respect to its rights and duties involving its property as well as its reorganization efforts herein; c. appear in court and litigate whenever necessary; and d. perform any and all other legal services that may be required from time to time in the ordinary course of the Debtor's business during the administration of the bankruptcy case. Crane Heyman will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Prior to the filing of the Chapter 11 case, Crane Heyman received an advanced payment retainer in the amount of $42,000. David K. Welch, partner of Crane Heyman Simon Welch & Clar, 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. Crane Heyman can be reached at: David K. Welch, Esq. CRANE HEYMAN SIMON WELCH & CLAR 135 South LaSalle Street, Suite 3705 Chicago, IL 60603 Tel: (312) 641-6777 Fax: (312) 641-7114 About Advanced Precision Manufacturing, Inc. Headquartered in Elk Grove Village, Illinois, Advanced Precision Manufacturing -- http://www.apmi.us/about.htm-- is a family-owned business that produces and assembles machined components for the aircraft industries, as well as projects in the automotive industry and commercial manufacturing market. Founded in 1983, APMI specializes in precision machining of all standard metals as well as exotic materials like Inconel, Waspalloy, Titanium, Beryllium Copper, Hastalloy, and other materials for aviation aerospace, power generation, medical and oil field drilling applications. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 17-18961) on June 23, 2017, estimating its assets and liabilities at between $1 million and $10 million. The petition was signed by Tadeusz Kozlowski, president. Judge Donald R Cassling presides over the case. Jeffrey C Dan, Esq., and Arthur G. Simon, Esq., Brian P. Welch, Esq., and David K Welch, Esq., at Crane, Heyman, Simon, Welch & Clar serves as the Debtor's bankruptcy counsel. ALBANY MOLECULAR: S&P Affirms 'B' CCR, Off CreditWatch Negative --------------------------------------------------------------- S&P Global Ratings said it affirmed its 'B' corporate credit rating on Albany, N.Y.-based Albany Molecular Research Inc. (AMRI) and removed the rating from CreditWatch, where it was placed with negative implications on June 7, 2017. The outlook is stable. S&P said, "At the same time, we assigned a 'B+' rating to AMRI's new $100 million first-lien revolving credit facility due 2022 and $620 million first-lien term loan due 2024. The recovery rating on the first-lien debt is '2', reflecting expectations for substantial (70%-90%; rounded estimate: 70%) recovery in the event of a payment default. "We assigned a 'B-' rating to AMRI's new $205 million second-lien term loan due 2025. The recovery rating on the second-lien debt is '5', reflecting our expectation for modest (10%-30%; rounded estimate: 15%) recovery in the event of a payment default. "We will withdraw the ratings on the refinanced debt at the close of the transaction. "The rating reflects our expectation for adjusted debt leverage in the low-7x area at the close of the transaction, annual discretionary cash flow above $20 million, and adjusted EBITDA interest coverage in the mid-2x range, despite about $200 million in incremental debt and about $11 million higher annual interest expense. In particular, we believe the interest coverage ratios and discretionary cash flow are supportive of a 'B' rating. "Our stable outlook for AMRI reflects pro forma revenue growth for the next 12 months of about 5%, which is in line with the overall pharmaceutical industry and adjusted EBITDA margins of 16%-17%. We expect the company to complete its integration of Euticals, execute on its organic growth strategy, and refrain from a sizable debt-financed acquisition over the next 12 months. We believe the company will generate consistently positive discretionary cash flow above $20 million. "We could consider a lower rating on AMRI if we expect the company to sustain annualized discretionary cash flow well below $20 million or if we believe adjusted EBITDA leverage will remain in the 7x area over the long term. In this scenario, we would expect flat revenue and a 200-basis-point decline in EBITDA margins caused by increased competition for new contracts, production disruptions, or quality issues, leading to underutilized capacity. This could occur at the same time that company makes additional investments in staff and infrastructure. "In an alternative scenario, we could consider a lower rating if AMRI makes a debt-funded acquisition of about $275 million in 2018 at a 13x multiple, raising leverage to the mid-7x area, creating integration risk, and demonstrating a more aggressive than expected financial policy. "We do not expect to raise our rating on AMRI over the next 12 months. However, we could consider a higher rating if we believe the company will sustainably generate more than $50 million of discretionary cash flow, raise margins closer to the industry average, and maintain adjusted debt leverage between 5x-6x. "In addition, we do not expect to raise the rating strictly from lower leverage because we believe the company will maintain an aggressive financial policy given its private equity ownership, and we will consider any deleveraging below 5x as temporary." ALIANZA TRINITY: Hires Avison as Broker, Replacing Land Advisors ---------------------------------------------------------------- Alianza Trinity Development Group, LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to employ Avison Young-Florida, LLC, replacing Land Advisors Resort Solutions, LLC, as real estate broker to the Debtor. Alianza Trinity requires Avison to market and sell the Debtor's real property known as a 1,690 acres of real estate in the mountains near Asheville, North Carolina, located at 2222 Palmer Road, Mill Springs, North Carolina 28756, consisting of home sites and a hotel site, condominiums, an operating equestrian center, golf club and restaurant. Avison will be paid a commission as follows: a. 3% of the first $18,000,000 of the purchase price of the property; b. 6% of the purchase price paid in excess of $18,000,000. Avison will be paid $10,000 marketing and assessment fee that shall be credited towards any commission compensation earned by Avison upon the sale of the property. Avison will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael T. Fay, managing director of Avison Young-Florida, LLC, 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. Avison can be reached at: Michael T. Fay AVISON YOUNG-FLORIDA, LLC 500 W Cypress Creek Road, Suite 350 Fort Lauderdale, FL 33309 Tel: (954) 903-1800 About Alianza Trinity Development Group, LLC Alianza Trinity Development Group, LLC, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 16-24483) on Oct. 27, 2016, and is represented by Thomas R. Lehman, Esq., at Levine Kellogg Lehman Schneider + Grossman LLP, in Miami, Florida. At the time of filing, the Debtor had estimated assets and liabilities of $10 million to $50 million. The petition was signed by Omar Botero, manager and CEO of Alianza Holdings, LLC, as managing member of Alianza Trinity Development Group, LLC. The Office of the U.S. Trustee appointed a three-member committee of unsecured creditors in the Debtor's case on Dec. 2, 2016. The Committee retained Berger Singerman LLP as counsel. ALTAMONTE VETERINARY: Hires BransonLaw as Counsel ------------------------------------------------- Altamonte Veterinary Hospital, LLC, seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ BransonLaw, PLLC, as counsel to the Debtor. Altamonte Veterinary requires BransonLaw to: a. prosecute, defend any causes of action on behalf of the Debtor, and prepare, on behalf of the Debtor, all necessary applications, motions, reports and other legal papers; b. assist in the formulation of a plan of reorganization and preparation of disclosure statement; and c. provide all other services of a legal nature. BransonLaw will be paid at the hourly rates of $100 to $350. Prior to the commencement of the bankruptcy case, the Debtor paid an advance fee of $8,350 for post-petition services and expenses in connection with the bankruptcy case and the filing fee of $1,717. The Debtor has previously paid BransonLaw $1,650 on a current basis, for services rendered and costs incurred prior to the commencement of this case, including the preparation of the petition. BransonLaw will also be reimbursed for reasonable out-of-pocket expenses incurred. Jeffrey S. Ainsworth, member of BransonLaw, PLLC, 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. BransonLaw can be reached at: Jeffrey S. Ainsworth, Esq. BRANSONLAW, PLLC 1501 E. Concord Street Orlando, FL 32803 Tel: (407) 894-6834 Fax: (407) 894-8559 E-mail: jeff@bransonlaw.com About Altamonte Veterinary Hospital, LLC Altamonte Veterinary Hospital, LLC, filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 17-04300) on June 28, 2017, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Jeffrey S. Ainsworth, Esq., at BransonLaw, PLLC. AM CASTLE: Court Approves Restructuring Support Agreement --------------------------------------------------------- BankruptcyData.com reported that the U.S. Bankruptcy Court approved A.M. Castle & Co.'s motion for entry of an order authorizing the Debtors to assume (a) a restructuring support agreement (RSA) with consenting creditors and (b) a commitment agreement with the commitment parties. As previously reported, "The creditors that executed the RSA and have agreed to support the Debtors' restructuring efforts include Holders of 100% of the Prepetition First Lien Secured Claims, approximately 92% of the Prepetition Second Lien Secured Claims, and approximately 61 % of the Prepetition Third Lien Secured Claims. The RSA includes certain 'case milestones,' including: (a) entry of an order approving this Motion within 30 days following the Petition Date, (b) entry of an order confirming the Plan and approving the Disclosure Statement within 60 days following the Petition Date, and (c) the occurrence of the effective date of the Plan by August 31, 2017. Pursuant to the Commitment Agreement, each of the Commitment Parties agreed, subject to the terms and conditions set forth therein, to purchase its Commitment Amount of New Notes to be issued by the Reorganized Debtors under the Plan (the 'New Money Notes') for an aggregate purchase price of up to $40 million (the 'New Money Amount'), subject to decrease based on the Debtors' Opening Liquidity as of the Effective Date. The New Money Notes will be issued at a price of $800 in cash for each $1,000 in principal amount of New Money Notes. In consideration for the Commitment Parties' agreements in the Commitment Agreement, the Debtors agreed to pay the Commitment Parties a put option payment equal to $2.0 million (which represents 5.0% of the maximum New Money Amount) (the 'Put Option Payment')." About A.M. Castle & Co. and Keystone Tube Founded in 1890, and based in Oak Brook, Illinois, A. M. Castle & Co. (OTCQB:CASL) is a global distributor of specialty metal and supply chain services, principally serving the producer durable equipment, commercial aircraft, heavy equipment, industrial goods, construction equipment, and retail sectors of the global economy. It specializes in the distribution of alloy and stainless steels; nickel alloys; aluminum and carbon. Together, A.M. Castle and its affiliated companies operate out of 21 metals service centers located throughout North America, Europe and Asia. The Company disclosed $339.2 million in assets and $388.4 million in liabilities as of March 31, 2017. On June 18, 2017, A.M. Castle & Co., Keystone Tube Company, LLC, and three related entities sought Chapter 11 protection to seek confirmation of a Prepackaged Joint Chapter 11 Plan of Reorganization. The cases are jointly administered under the lead case of Keystone Tube Company (Bankr. D. Del. Case No. 17-11330) and are pending before the Honorable Laurie Selber Silverstein. The Debtors tapped Pachulski Stang Ziel & Jones LLP as counsel, Imperial Capital, LLC, as financial advisor, Deloitte Tax LLP, as tax advisor; Deloitte & Touche LLP as tax auditor; and Fenwick & West LLP, as tax counsel. Kurtzman Carson Consultants LLC is the claims and solicitation agent. Creditors that are parties to the Restructuring Support Agreement ("Consenting Creditors") tapped Paul, Weiss, Rifkind, Wharton & Garrison LLP as legal counsel; Conaway Stargatt & Taylor, LLP, as co-counsel; and Ducera Partners LLC, as financial advisor. Consenting Creditor SGF, Inc tapped Goodwin Procter LLP and Pepper Hamilton LLP as counsel. Shipman Goodwin LLP serves as counsel to the First Lien Agent. No official committee has been appointed in the case. AMC ENTERTAINMENT: Moody's Confirms Senior Secured Term Loan at Ba1 ------------------------------------------------------------------- Moody's Investors Service confirmed AMC Entertainment Holdings, Inc.'s existing senior secured Term Loan (Ba1), confirmed its senior subordinated notes (B2), and upgraded $230 million of senior secured notes of Carmike Cinemas, Inc., to Ba1 from B1. The confirmation ends a review for downgrade initiated when the company announced an agreement to acquire the Nordic Cinema Group (closed March 2017), coupled with earlier transactions including Odeon & UCI (closed November 2016) and Carmike (closed December 2016). Moody's also assigned a B1 Corporate Family Rating (CFR), B1-PD (Probability of Default), and SGL-2 (Speculative Grade Liquidity) rating to AMC Entertainment Holdings, Inc., reflecting the merger of AMC Entertainment Inc. into AMC Entertainment Holdings. The AMC Entertainment Inc. CFR, PDR, and SGL have been withdraw as a result. The outlook is stable. The Carmike notes are guaranteed by AMC and now benefit from lift provided by substantially more subordinated debt in AMC's capital structure. Moody's also moved the company's CFR and B1-PD to AMC Entertainment Holdings, Inc. from AMC Entertainment Inc. which was merged into AMC. All other ratings currently under review for upgrade at Carmike including the B2 CFR, B2-PD, and Ba2 senior secured first lien revolving credit facility have been withdrawn in connection with this action. On March 31, 2016, AMC entertainment, Inc. was merged into its direct parent AMC Entertainment Holding, Inc. All existing obligations of AMC Entertainment, Inc. were, at that time, assumed by AMC Entertainment Holdings, Inc. With the exception for the $230 million senior secured notes of Carmike, which remains the obligation of Carmike (a wholly-owned subsidiary of AMC Entertainment Holdings, Inc.), AMC Entertainment Holdings, Inc. is the borrower of all other outstanding debt obligations. All funded debt is cross-collateralized and cross-guaranteed by all wholly owned domestic subsidiaries and Carmike and AMC has up and down guarantees. A summary of action follows: Withdrawn: Issuer: AMC Entertainment Inc. Corporate Family Ratings: B1 on Watch DWN Probability of Default: B1-PD On Watch DWN Speculative Grade Liquidity Rating: SGL-2 Issuer: Carmike Cinemas, Inc. Corporate Family Ratings: B2 on Watch UPG Probability of Default: B2-PD on Watch UPG Speculative Grade Liquidity Rating: SGL-1 SR SEC 1ST LIEN REV CREDIT FACILITY, Ba2 (LGD 1) On Watch UPG Assignments: Issuer: AMC Entertainment Holdings, Inc. Corporate Family Rating: B1 Probability of Default: B1-PD Speculative Grade Liquidity Rating: SGL-2 Confirmations: Issuer: AMC Entertainment Holdings, Inc. SR SEC REVOLVING CREDIT FACILITY, Ba1 LGD2 SR SEC TERM LOAN, Ba1 LGD2 SR SUB GLOBAL NOTES, B2 LGD5 Upgrade: Issuer: Carmike Cinemas, Inc. SR SEC NOTES, to Ba1 LGD2 from B1 LGD3 Outlook: Issuer: AMC Entertainment Holdings, Inc. Changed from RUR to Stable RATINGS RATIONALE AMC's B1 CFR incorporates high leverage that, although expected to improve, is currently above Moody's tolerance for the B1 CFR -- weakly positioning the company in the rating category. Moody's projects leverage, following the recent acquisitions of Carmike, Odeon, and Nordic, will approach 5x at the end of 2018, improving from approximately 5.7x pro forma leverage as of March 31, 2017 with growth in EBITDA and mandatory term loan amortization. With limited if any debt capacity projected, the CFR and stable outlook will come under pressure if additional debt-financed transactions increase leverage or delay deleveraging to an acceptable level. Interest expense, coupled with the burden of a capital intensive business that requires over 10% of revenues to be reinvested in CAPEX (unadjusted, net of landlord contributions), absorbs almost all cash EBITDA - reducing free cash flow conversion to low single digits of revenue. The company is also challenged by a mature US box office, contributing close to 65% of the company's revenues. In the most recent year (2016), the total gross US box was up over 2% but attendance was down. In addition, the company is exposed to unpredictable box office results as well as emerging competitive threats from new entrants aggressively searching for ways to deliver movies sooner and through new distribution systems. AMC's dependence on a concentrated number captive movie studios searching to remain relevant and profitable in an evolving ecosystem is a concerning factor. Despite these challenges, the company is the largest operator in the world, with operations that extend into Europe and the Nordics which contribute over 30% of pro forma revenues. The diversity helps spread geographic risks, thus reducing the direct impact of negative trends in a particular region. In addition to size and scale, the company benefits from barriers to entry into the first-run window for theatrical distribution, a strong value proposition and an experience that is hard to replicate in-home. In addition, the company maintains pricing power, stable margins, the dominant market share in the US, Europe, and Nordics, and good liquidity. The stable outlook assumes revenues will be up to $5.8 billion at the end of 2018, with EBITDA margins in the low 30% range. Moody's expects leverage (Moody's adjusted) will remain high, but approach 5x by the end of 2018. Moody's expects free cash flow will be limited with the burden of interest (assuming borrowing cost of more than 6%) and CAPEX (about 10% of revenue, unadjusted, net of landlord contributions) absorbing most of the company's cash EBITDA. Moody's expects the company's market share will remain stable, in the low 30% range of the US box office and that there will be no material and unfavorable changes in competition, financial policy, capital structure, or the business model. Given the maturity of the industry, there are limited opportunities for growth in the US, the company's primary market. The secular decline in attendance and rise in competitive threats makes an upgrade unlikely. However, Moody's would considers an upgrade if: leverage were sustained below 4x (with Moody's standard adjustments), and Free cash flow as a percentage of debt was in excess of 5% (with Moody's standard adjustments). A positive rating action would also be conditional on one or more of the following factors: sustained positive growth in US box office attendance, significantly improved scale, greater market share, better margins, or more liquidity that translates into an improved credit profile. There would also need to be a low probability of near term event risks or material and unfavorable changes in competition, financial policy, capital structure, and the business model. Moody's would consider a downgrade if: Leverage were sustained above 5.25x (Moody's adjusted), or the company experienced negative free cash flow on a sustained basis. A negative rating action would also be considered if there was a material decline in liquidity, attendance, margins, market share, or scale or diversity. Moody's would also considers a downgrade if there were material and negative changes in competition, financial policy, capital structure, or the business model such that credit risk rose meaningfully. AMC, 58% owned by Dalian Wanda Group Co., Ltd. (Wanda), with its headquarters in Leawood, Kansas, operates over 1,027 theaters with 11,247 screens across the United States and Europe, as of the last quarter end. Annual pro forma revenue is approximately $5.3 billion (including the acquisitions of Carmike, Odeon, and Nordic). The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. ARMSTRONG ENERGY: May File for Bankruptcy If Negotiations Fail -------------------------------------------------------------- Armstrong Energy, Inc. and certain subsidiaries entered into a forbearance agreement with the holders of $158 million in aggregate principal amount (representing approximately 79% of the outstanding principal amount) of the Company's Senior Secured Notes due 2019 issued pursuant to the Indenture, dated as of Dec. 21, 2012, by and among the Company, the Guarantors and Wells Fargo Bank, National Association, as trustee and collateral agent. Pursuant to the Forbearance Agreement, the Supporting Holders have agreed to forbear from exercising their rights and remedies under the Indenture or the related security documents until the earlier of (a) 12:01 a.m. New York City time on Aug. 14, 2017, and (b) a Termination Event with respect to the anticipated event of default arising under section 6.02(b) of the Indenture. Pursuant to the Forbearance Agreement, the Supporting Holders have agreed to not deliver any notice or instruction to the Trustee directing the Trustee to exercise any of the rights and remedies under the Indenture or the related security documents with respect to the Company's failure to make the June 15, 2017, interest payment during the Forbearance Period. The Supporting Holders have also agreed to not transfer any ownership in the Senior Secured Notes held by any of the Supporting Holders during the Forbearance Period other than to potential transferees currently parties to or who agree in writing to be bound by the Forbearance Agreement. The Forbearance Agreement is intended to provide the Company an opportunity to negotiate a restructuring of its indebtedness represented by the Senior Secured Notes with the holders of the Senior Secured Notes. The Company is actively negotiating with the Supporting Holders the terms of a restructuring with the objective of reaching agreement by the end of the Forbearance Period. Until any definitive agreements are negotiated in their entirety and executed, and the transactions contemplated thereby are consummated, there can be no assurance that any restructuring transaction will be completed by the end of the forbearance period or at all. If the Company is not able to successfully negotiate and complete a restructuring of the Senior Secured Notes, it may be necessary to file a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in order to pursue and implement a restructuring. About Armstrong Armstrong Energy, Inc., is a diversified producer of low chlorine, high sulfur thermal coal from the Illinois Basin, with both surface and underground mines. The Company markets its coal primarily to proximate and investment grade electric utility companies as fuel for their steam-powered generators. Based on 2015 production, the Company is the fifth largest producer in the Illinois Basin and the second largest in Western Kentucky. Armstrong reported a net loss of $58.83 million on $253.9 million of revenue for the year ended Dec. 31, 2016, compared to a net loss of $162.14 million on $360.90 million of revenue for the year ended Dec. 31, 2015. As of March 31, 2017, Armstrong had $322.15 million in total assets, $431.31 million in total liabilities, and a total stockholders' deficit of $109.19 million. Ernst & Young LLP, in St. Louis, Missouri, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company incurred a substantial loss from operations and has a net capital deficit as of and for the year ended Dec. 31, 2016. The Company's operating plan indicates that it will continue to incur losses from operations, and generate negative cash flows from operating activities during the year ended Dec. 31, 2017. These projections and certain liquidity risks raise substantial doubt about the Company's ability to meet its obligations as they become due within one year after March 31, 2017, and continue as a going concern. * * * As reported by the TCR on April 7, 2017, S&P Global Ratings said it lowered its corporate credit rating on Armstrong Energy to 'CCC-' from 'CCC'. The outlook is negative. "The negative outlook reflects our view that a default, restructuring, or debt exchange is inevitable in the next six months," said S&P Global Ratings credit analyst Vania Dimova. "We anticipate that free operating cash flow will remain negative, which will continue to erode liquidity and increase the risk to a successful restructuring of the senior secured notes." In March 2016, Moody's Investors Service downgraded the ratings of Armstrong Energy, including its corporate family rating to 'Caa1' from 'B3', probability of default rating (PDR) to 'Caa1-PD' from 'B3-PD', and the rating on the senior secured notes to 'Caa2' from 'B3'. The outlook is negative. ARMSTRONG ENERGY: Moody's Cuts CFR to Ca on Missed Interest Payment ------------------------------------------------------------------- Moody's Investors Service downgraded the ratings of Armstrong Energy, Inc., including its corporate family rating (CFR) to Ca from Caa1, probability of default rating (PDR) to D-PD from Caa1-PD, and the rating on the senior secured notes to Ca from Caa2. The outlook is negative. The action follows the company's July 17, 2017 announcement that the company entered into a Forbearance Agreement with the holders of approximately $158 million in aggregate principal amount (representing approximately 79% of the outstanding principal amount) of the Company's Senior Secured Notes due 2019. Under the agreement, the noteholders will not exercise their rights with respect to the company's failure to make its June 15, 2017 interest payment upon the expiration of the 30-day grace period, until the earlier of August 14, 2017 or a certain termination event as defined in the Agreement, e.g. Chapter 11 bankruptcy filing. Issuer: Armstrong Energy, Inc. Downgrades: -- Corporate Family Rating, Downgraded to Ca from Caa1 -- Probability of Default Rating, Downgraded to D-PD from Caa1-PD -- Senior Secured Regular Bond/Debenture due 2019, Downgraded to Ca (LGD3) from Caa2 (LGD4) Outlook Actions: -- Outlook, Remains Negative RATINGS RATIONALE The ratings reflect interest payment default on the debt and Moody's view of a relatively low recovery for lenders in the event of restructuring. The company is engaged in discussions with its lenders regarding ways to address the missed interest payment, as well as potential transactions to improve liquidity and capital structure, which Moody's believes is unsustainable at current weak levels of operating performance. As of March 31, 2017, the company had $52 million in cash and was generating negative free cash flows for the preceding year. The negative outlook reflects the uncertainty as to whether the company's negotiations with its lenders will prove to be successful in alleviating the liquidity issues. The ratings could be downgraded in the event of a restructuring transaction that implies lower recovery rates than originally expected. The ratings could be upgraded if the company were to be successful in improving its capital structure and liquidity position. The principal methodology used in these ratings was Global Mining Industry published in August 2014. Armstrong Energy (Armstrong) is based in St. Louis, Missouri and is engaged in coal mining in western Kentucky. The company sells coal to electric utilities across the southeastern United States. Armstrong was formed in 2006 and is majority owned by Yorktown Partners LLC, an energy-focused private equity firm based in New York. For the twelve months ended March 31, 2017 Armstrong generated revenues of $253 million. ASA LODGING: Case Summary & 10 Unsecured Creditors -------------------------------------------------- Debtor: ASA Lodging, LLC 4788 Nesbitt Rensselaer, IN 47978 Business Description: Located in Rensselaer, IN, ASA Lodging is a small organization in the hotels and motels industry. It opened its doors in 2007. Chapter 11 Petition Date: July 18, 2017 Case No.: 17-40308 Court: United States Bankruptcy Court Northern District of Indiana (Hammond Division at Lafayette) Judge: Hon. Robert E. Grant Debtor's Counsel: David A. Rosenthal (VM), Esq. ATTORNEY AT LAW 410 Main Street Lafayette, IN 47901 Tel: (765) 423-5375 Fax: (765) 423-2597 E-mail: darlaw@nlci.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Jagtar Otal, member. The Debtor's list of 10 unsecured creditors is available for free at http://bankrupt.com/misc/innb17-40308.pdf BEAR CREEK: 6th Cir. Affirms Post-Judgment Relief vs. Terra ----------------------------------------------------------- The United States Court of Appeals for the Sixth Circuit, through Judge Boggs, affirmed with revisions the ruling of the District Court of Michigan and orders Strathmore Development Company, LLC, to pay the money judgment granted by the Federal Court of Connecticut in favor of Avant Capital Partner, LLC., in the cases entitled AVANT CAPITAL PARTNERS, LLC, Plaintiff-Appellee, v. STRATHMORE DEVELOPMENT COMPANY MICHIGAN, LLC, Defendant-Appellant, and TERRA HOLDINGS, LLC., Interested Party-Appellant, Nos. 16- 2378/16-2418 (6th Cir.). Scott Chappelle, President and manager of Strathmore, Terra and Bear Creek Management, Inc., and its affiliates ("Bear Creek entities"), entered into an exclusive-agency agreement, in behalf of Strathmore, with a Connecticut-based company, Avant, to broker a refinancing deal for the Bear Creek entities, and promised to pay Avant a fee equal to 0.75% of the principal on any loan amount achieved. However, Strathmore breached the said agreement upon obtaining a loan outside the arrangement made with Avant. Plaintiff Avant secured a federal-court judgment in Connecticut against Defendant Strathmore, a wholly owned subsidiary of Interested Party Terra Holdings. When Strathmore didn't pay, Avant initiated post-judgment proceedings in Michigan to enforce its judgment against Strathmore and against Terra, to whom Avant alleged that various payments meant for Strathmore were being diverted. Crucially, Avant had never joined Terra as a party to its lawsuit against Strathmore (or to any other suit). Nevertheless, the district court granted post-judgment relief against Terra to help Avant collect its money judgment. Strathmore and Terra now appeal the district court's order in these consolidated cases. The Sixth Circuit held that "[p]ost-judgment proceedings lie at the fringe of federal-court jurisprudence. The states have procedures for enforcing judgments, and applicable federal rules generally defer to those procedures. In this case, Michigan's Proceedings Supplementary to Judgment Act allowed the district court discretion to grant Avant limited post-judgment relief against Terra even though Terra was not a party to the underlying litigation or to Avant's post-judgment lawsuit. The district court overstepped the bounds of that discretion only in paragraph two of its order, which "added [Terra] as a judgment-debtor to the Judgment [against Strathmore]" and made Terra "jointly and severally liable for all sums due and owing under the Judgment as if an original party to the Judgment" -- relief that would require Avant first to bring a legal action against Terra. But Appellants have not shown error in any other portion of the district court's order, so we affirm that order in its entirety except as to paragraph two." A full-text copy of the Sixth Circuit's decision dated July 10, 2017, is available at https://is.gd/pcSJ2M from Leagle.com. About Bear Creek Partners II Bear Creek Partners II, L.L.C., and Bear Creek Retail Partners II LLC filed chapter 11 petitions (Bankr. W.D. Mich. Case Nos. 16-02553 and 16-02554) on May 6, 2016. The petition was signed by Scott A. Chappelle, president. Each Debtor estimated assets and liabilities at $10 million to $50 million at the time of the filing. The Debtors retained Jay L. Welford, Esq., at Jaffe, Raitt, Heuer & Weiss, PC, as their legal counsel and Robert R. Wardrop, Esq., at Wardrop & Wardrop PC as their local counsel, and hired O'Keefe & Associates Consulting LLC as their financial advisor. Kelly M. Hagan has been named as the Chapter 11 bankruptcy trustee for the Debtors' estates. Her own law firm, Hagan Law Offices PLC, serves as the Trustee's counsel. She employs A.L. Mitchell & Associates as accountant CBRE, Inc. as real estate broker. BELIEVERS BIBLE: Taps Price Realty Group as Real Estate Agent ------------------------------------------------------------- Believers Bible Christian Church, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire a real estate agent. The Debtor proposes to employ Price Realty Group to sell two parcels of real property it owns located along Campbellton Road, Atlanta, Georgia. The firm will get a commission of 7% of the sales price for each parcel of the property. Barbara Price, a real estate broker employed with Price Realty Group, disclosed in a court filing that she is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Price Realty Group can be reached through: Barbara Price Price Realty Group 251 Montrose Drive McDonough, GA 30253 Phone: 678-570-2295 About Believer's Bible Christian Church Believers Bible Christian Church, Inc., based in Atlanta, Georgia, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ga. Case No. 16-65531) on Sept. 2, 2016, listing assets and debts at $1 million to $10 million at the time of the filing. William A. Rountree, Esq., at Macey, Wilensky & Hennings LLC, serves as Chapter 11 counsel. The 2016 petition was signed by Theo A. McNair Jr., president. The Office of the U.S. Trustee disclosed in a court filing that no official committee of unsecured creditors has been appointed in the 2016 case. Believer's Bible previously filed for Chapter 11 (Bankr. N.D. Ga. Case No. 08-61958) on Feb. 4, 2008, and was represented by Paul Reece Marr, Esq., at Paul Reece Marr, P.C. The 2008 case was assigned to Judge Joyce Bihary. The Debtor estimated assets and debts at $1 million to $10 million at the time of the filing. BIG RIVERS: Fitch Affirms BB Rating on $83MM Revenue Bonds ---------------------------------------------------------- Fitch Ratings has affirmed its 'BB' rating on the following bonds issued by Big Rivers Electric Corporation (BREC): -- $83 million County of Ohio pollution control revenue bonds, series 2010A. The Rating Outlook is revised to Positive from Stable. SECURITY The bonds are secured by a mortgage lien on substantially all of BREC's owned tangible assets, which include the revenue generated from the wholesale sale and transmission of electricity. KEY RATING DRIVERS IMPROVED MARGINS: The revision in Outlook to Positive from Stable reflects Fitch's expectation that the full implementation of BREC's approved rate plan will produce sufficient revenues from the members to fully support all fixed costs beginning in 2017, and that even stronger financial margins may be attained from newly contracted sales to non-members commencing in 2018 and 2019. PATH TO INVESTMENT GRADE: Fitch believes a path to investment grade is achievable if BREC can demonstrate, on a sustainable basis, stable financial results in light of the full cost of rates to the members and newly contracted sales. In addition, lower leverage resulting from either a decline in total debt outstanding or higher sustained cash flows would be viewed positively. HIGH LEVERAGE: BREC's leverage profile remains weak, but is expected to improve. Fitch-calculated adjusted debt to adjusted funds available for debt service was over 14x in 2016 and is still high relative to peer utilities. Leverage is expected to improve commensurate with higher pro forma financial margins and debt amortization. REGULATED UTILITY, SUPPORTIVE REGULATION: BREC and its three member systems are regulated by the Kentucky Public Service Commission (KPSC). However, supportive regulatory policies and successful rate recovery efforts point to a constructive regulatory environment. BREC's last rate order was received in 2014, with rates approved at levels expected to cover total fixed cost on a self-sustaining basis. MANAGING POWER SUPPLY: BREC has been successfully managing its long resource position, but remains exposed to volatile sales into the Midcontinent ISO (MISO) spot market from available assets, until longer-term bi-lateral sales agreements can be arranged or become effective. ADEQUATE LIQUIDITY TO IMPROVE: Unrestricted cash and short-term investments totaled $55 million at fiscal end 2016, or about 60 days cash on hand. Cash balances are expected to improve with forecasts showing greater financial margins by 2019. A $130 million senior secured credit agreement provides added liquidity. Maintenance of higher liquidity would also help support an investment grade rating. RATING SENSITIVITIES IMPROVED MARGIN AND REVENUE STABILITY: Evidence of improved revenue and margin stability through increased long-term contracted sales and reduced reliance on short-term market sales, and as the full effect of recent rate increases are realized, would be viewed positively and likely result in an upgrade for Big Rivers Electric Cooperative's rating. REDUCED LEVERAGE: An upgrade in BREC's rating will also be predicated on a reduction in leverage to levels commensurate with the cooperative's revenue profile, customer base and operating margin. CREDIT PROFILE BREC, a non-profit generation and transmission (G&T) cooperative formed in 1961, provides all-requirements wholesale electric and transmission service to three electric distribution cooperatives pursuant to all-requirements contracts through Dec. 31, 2043. These distribution members provide service to a total of approximately 116,000 retail customers located in 22 western Kentucky counties. Financial performance of the three distribution systems is satisfactory and provides sufficient support for the current rating. WELL MANAGED SUPPLY DESPITE RELIANCE on MARKET SALES BREC has historically provided capacity and energy to its members through a combination of five owned generation stations (1,444 MW), one leased plant and power purchases for a total resource base of 1,819 MW. After the loss of load attributable to two large aluminum smelters, system peak demand has declined to around 650 MWs, or roughly half of historical demand. BREC has implemented a mitigation plan with the goal of achieving financial savings and benefits that would help lower member rates including aggressively marketing the excess power under intermediate-term contracts and through spot sales in MISO. Existing customer growth coupled with the recent signing of contracts with Kentucky Municipal Energy Agency (KyMEA, rated 'A'/Outlook Stable) and a consortium of Nebraska based utilities, should result in 180 MW of additional intermediate-term contracted sales. In addition, BREC has idled the 443 MW coal-fired Coleman Station which, in total, has narrowed the resource/demand gap to around 200 MW. BREC will continue to aggressively market this excess power for sale. EXPECTATION OF IMPROVED FINANCIAL MARGINS BREC filed a rate case with the Kentucky Public Service Commission (KPSC) in 2013 as part of the mitigation plan requesting an increase in rates to levels that would provide full cost recovery of system obligations. The KPSC granted the new rates in 2014 but the full effect of the increases has not been realized until this year, fiscal 2017, as previously set aside reserves were used to reduce rates paid by Members over the past several years. Margins are expected to remain slim in fiscal 2017, but existing rates are projected to fully recover total fixed costs, an important determination for a higher rating. For an investment grade rating, Fitch would expect to see financial results follow the forecast with increased margins demonstrated on a sustainable basis once the impact of the full member rates and newly contracted sales are fully incorporated into the results. In addition, the higher forecasted margins, if achieved, would positively influence BREC's currently weak leverage position and improve liquidity, helping to better cushion bondholders against the potential for economic weakness and/or reduced sales. LEVERAGE AND CAPEX BREC's leverage/debt profile is weak. At Dec. 31, 2016, BREC had approximately $800 million of total debt outstanding, excluding outstanding lines of credit. All of the outstanding debt consists of fixed rate bonds and loans, maturing in 2032 and includes bullet maturities of $60 million-$70 million due in 2020 and 2021 that BREC expects to pay in full. Another $246 million bullet payment is due in 2023. BREC expects to refinance this larger maturity with long-term, fully amortizing bonds. While debt has been on the decline since 2012, Fitch-calculated leverage remains high at over 14x FADS. The high leverage is as much a function of the amount of total debt outstanding on an absolute basis as it is the very low annual financial margins demonstrated since 2012. While total debt is not expected to decline much over the intermediate term, as financial margins improve, the high leverage ratios should also improve. Equity to capitalization approximated 36% in 2016. Debt is a very high $7,000 per retail customer. Anticipated capital spending through 2020 is estimated to total $167 million. Routine capital projects remain steady at approximately $25 million annually over the next few years. Management anticipates internally funding the base CapEx projects and borrow for qualifying transmission projects and all projects related to environmental regulation. BLUESTEM BRANDS: S&P Cuts CCR to 'CCC+', Outlook is Negative ------------------------------------------------------------ S&P Global Ratings said it lowered its corporate credit rating on Eden Prairie, Minn.–based Bluestem Brands Inc. to 'CCC+' from 'B'. The outlook is negative. At the same time, S&P said, "we lowered our issue-level rating on the company's first-lien term loan to 'CCC+' from 'B' and revised the recovery rating to '4' from '3'. The '4'recovery rating indicates our expectations for average (30%-50%; rounded estimate: 35%) recovery in the event of default. We do not rate the asset-based lending (ABL) revolving credit facility. "The downgrade reflects our expectation that Bluestem's operating performance will continue to deteriorate, its debt leverage will remain very high, and liquidity will weaken. Other sub-prime lenders have increased availability of credit to the company's customer base over the past year which has resulted in lower demand for the company's credit issuance and usage and purchases, as well as increased delinquency and charge-off rates. As a result of these factors and the company's decision to tighten underwriting standards in an effort to stabilize the credit portfolio, adjusted EBITDA over the past 12 months significantly declined (by roughly 30%) mainly due to increasing credit losses in the portfolio. "The negative outlook reflects Bluestem's weak credit metrics and the likelihood that we could lower the ratings over the next year if the company's liquidity position worsens, we believe a covenant violation is imminent, or a debt reduction below par or other restructuring transaction is announced. "We could lower the rating if operating performance meaningfully declines such that free cash flow approaches negative territory, adjusted EBITDA interest coverage approaches 1x, we believe a covenant breach will occur, and/or if the company defaults under its accounts receivable program agreement, which contains cross-fault provisions under Bluestem's credit agreement. We would also lower the rating if an offer to repay debt below par was announced. "An outlook revision to stable over the next 12 months is less likely given our view that operating performance will remain under pressure. Still, we could eventually revise the outlook to stable if credit metrics substantially recover from improved market conditions and we think the company can achieve sustained growth and stable profitability from managing its credit exposure, and maintain sufficient cushion of covenant compliance." BOSTWICK LABORATORIES: Seeks to Employ KPMG as Tax Consultant ------------------------------------------------------------- Bostwick Laboratories, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire KPMG LLP as tax consultant. The firm will provide these services to the company and its affiliate Bostwick Laboratories Holdings, Inc. in connection with their Chapter 11 cases: (a) preparation of federal corporate tax return and supporting schedules for the Debtors' year ending December 31, 2016; (b) preparation of state and local corporate tax returns and supporting schedules for the Debtors' year ending December 31, 2016; (c) preliminary engagement planning activities related to the tax returns for the immediately succeeding tax year; (d) preparation of extension requests for tax returns; (e) tax consulting services for matters that may arise for which the Debtors seek KPMG's advice; and (f) tax consulting services with respect to New York State tax issues regarding a metropolitan commuter transportation tax matter, which include assisting with the calculation of exposures, and holding discussions with New York State on the filing, reporting, and remitting of metropolitan commuter transportation mobility tax (MCTMT). The fees to be charged for tax compliance and tax consulting services will be billed at a reduction of 40% from KPMG's normal rates. The hourly rates are: Discounted Rates ---------------- Partners $675 Senior Managers $555 Managers $465 Senior Associates $315 Associates $255 The fees to be charged for consulting services related to the metropolitan commuter transportation mobility tax will also be billed at a reduction of 40% from the firm's normal rates. These discounted rates are: Discounted Rates ---------------- Partners $660 Managing Director $630 Senior Managers $510 Managers $390 Senior Associates $270 - $315 Associates $210 Paraprofessionals $105 KPMG is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Paul W. Croston KPMG LLP 1021 East Cary Street, Suite 2000 Richmond, VA 23219-4023 Tel: 804-782-4200 Fax: 804-782-4300 About Bostwick Laboratories Founded in 1999, Bostwick Laboratories, Inc., and Bostwick Laboratories Holdings, Inc. -- http://www.bostwicklaboratories.com/ -- operate an independent, full-service anatomic pathology laboratory and are a specialty provider of diagnostic testing services for urologists and gynecologists in the U.S. The Debtors operate a reference laboratory offering a comprehensive suite of anatomic pathology and molecular testing services to independent physicians nationally. BLI is a wholly owned subsidiary of BLHI. BLHI has no business operations of its own. BLI provides laboratory services to the approximately $1.3 billion urology market, with over 15 years of experience in the field of diagnostic and prognostic testing for the approximately 7,500 non-hospital based urologists practicing in the United States. BLI also has testing capabilities to serve other select subspecialty markets outside of urology, including women's health/OBGYN, gastroenterology, nephrology, and dermatology. BLI has 193 employees, with 125 employees located at the laboratory facility in Uniondale, New York. The employees perform a variety of critical functions relating to the business, including billing and registration, sales and marketing, and laboratory operations. As of the bankruptcy filing, the Debtors estimated assets in the range of $1 million to $10 million and liabilities of up to $100 million. In August 2014, BLI entered into a settlement agreement with the Department of Justice, under which BLI agreed to pay the DOJ $7,000,000. The agreement resulted in a $3,200,000 unsecured installment note, payable in seventeen quarterly installments, starting June 2016 with interest at 2.25%. The note matures in June 2020. As of the Petition Date, the amount owed to the DOJ is $2,702,020. The Debtors filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 17-10570) on March 15, 2017. The Hon. Brendan Linehan Shannon presides over the case. David B. Stratton, Esq., Evelyn J. Meltzer, Esq., and John H. Schanne, II, Esq., at Pepper Hamilton LLP, serve as bankruptcy counsel. The Debtors hired Donlin Recano & Company as claims and noticing agent. At the time of the filing, the Debtors estimated $1 million to $10 million in assets and $50 million to $100 million in liabilities. The petition was signed by Tommy Hunt, CFO. On March 23, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee hired Sheppard Mullin Richter & Hampton LLP as its lead counsel; Pachulski Stang Ziehl & Jones LLP as co-counsel; and Protiviti Inc. as financial advisor. BREITBURN ENERGY: Seek to Enter Into 4th Amendment of DIP Loan -------------------------------------------------------------- BankruptcyData.com reported that Breitburn Energy Partners filed with the U.S. Bankruptcy Court a motion seeking authority to enter into swap agreements, pledge collateral, grant D.I.P. super-priority claims and honor obligations thereunder and enter into a fourth amendment to its post-petition senior secured super-priority financing agreement. The motion explains, "The benefits of entering into the Swap Agreements immediately are twofold. First, much like the Debtors' prepetition hedging arrangements, the Swap Agreements are a critical tool that the Debtors can use to insulate their business from price fluctuations, consistent with industry and the Debtors' historical practice. Absent the stability provided by the Swap Agreements, the Debtors could experience a significant decrease in EBITDA. Second, the Debtors believe that entry into the Swap Agreements will be necessary to satisfy the minimum hedging requirements that likely will be contained in any exit financing facility to be entered into in connection with the consummation of a plan of reorganization in these cases. To secure the Swap Obligations, the Debtors have agreed to provide the Lender Counterparties with DIP Liens and also have agreed to grant the Lender Counterparties DIP Superpriority Claims on account of the Swap Obligations, in each case consistent with the terms of the Final DIP Order. The DIP Liens and DIP Superpriority Claims granted to the Lender Counterparties will be paripassu with the DIP Obligations. In this connection, the Debtors seek the Court's approval of that certain Fourth Amendment to Debtor-in-Possession Credit Agreement . . . . The Fourth Amendment makes certain limited but necessary changes to the DIP Credit Agreement to allow for the Debtors to enter into the Swap Agreements and to provide the liens and superpriority claims." About Breitburn Energy Breitburn Energy Partners LP and 21 of its affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 16-11390) on May 15, 2016, listing assets of $4.71 billion and liabilities of $3.41 billion. The petitions were signed by James G. Jackson, executive vice president and chief financial officer. The Debtors are represented by Ray C Schrock, Esq., and Stephen Karotkin, Esq., at Weil Gotshal & Manges LLP. The Debtors hired Steven J. Reisman, Esq., and Cindi M. Giglio, Esq., at Curtis, Mallet-Prevost, Colt & Mosle LLP as their conflicts counsel. The Debtors tapped Alvarez & Marsal North America, LLC, as financial advisor; Lazard Freres & Co. LLC as investment banker; and Prime Clerk LLC as claims and noticing agent. Breitburn Energy et al., are an independent oil and gas Partnership engaged in the acquisition, exploitation and development of oil and natural gas properties, Midstream Assets, and a combination of ethane, propane, butane and natural gasoline that when removed from natural gas become liquid under various levels of higher pressure and lower temperature, in the United States. The Debtors conduct their operations through Breitburn Parent's wholly-owned subsidiary, Breitburn Operating LP, and BOLP's general partner, Breitburn Operating GP LLC. The U.S. trustee for Region 2 appointed three creditors of Breitburn Energy Partners LP and its affiliates to serve on the official committee of unsecured creditors, and on Nov. 15, 2016, the U.S. Trustee appointed seven creditors of Breitburn Energy Partners LP and its affiliated debtors to serve on the official committee of unsecured creditors. BUDDY WARREN: Taps Capstone Realty as Real Estate Agent ------------------------------------------------------- Buddy Warren, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire a real estate agent. The Debtor proposes to hire Capstone Realty Advisors to explore and assist with the potential to sublet the real property it leases located at 171 Chrystie Street, New York. Upon the sublease of the property, the firm will be paid a commission, which will be equal to two month's rent under the sublease agreement. Capstone does not hold or represent any interest adverse to the Debtor or its estate, and is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Joe McLaughlin Capstone Realty Advisors 520 Eighth Avenue, 22nd Floor New York, NY 10018 Phone: (212) 239-1300 Fax: (646) 443-8669 Email: JMcLaughlin@capstoneny.com About Buddy Warren Inc. Buddy Warren, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 17-11364) on May 17, 2017. Buddy Schussel, president, signed the petition. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. Kasen & Kasen P.C. is the Debtor's legal counsel. CAMPBELLTON-GRACEVILLE: Taps Ausley McMullen as Special Counsel --------------------------------------------------------------- Campbellton-Graceville Hospital Corp. seeks approval from the U.S. Bankruptcy Court for the Northern District of Florida to hire Ausley McMullen as special counsel. The Debtor requires the services of the firm to assist it with investigatory matters. The hourly rates charged by the firm range from $200 to $435 for the services of its attorneys and from $85 to $125 for legal assistants and paralegals. Pamela Marsh, Esq., the attorney who will be providing the services, will charge an hourly fee of $400. Ms. Marsh disclosed in a court filing that her firm does not hold or represent any interest adverse to the Debtor or its estate. The firm can be reached through: C. Marsh, Esq. Ausley McMullen 123 South Calhoun Street P.O. Box 391 Tallahassee, FL 32301 About Campbellton-Graceville Campbellton-Graceville Hospital Corporation is a non-profit corporation established pursuant to the laws of the State of Florida in 1961 and operates as a not-for-profit 25-bed critical access hospital serving northern Florida, as well as surrounding areas in Georgia and Alabama, and had approximately 100 employees. It offered comprehensive medical care, including emergency services, general hospitalization, laboratory services, swing bed, and physical therapy. Campbellton-Graceville Hospital filed a Chapter 11 bankruptcy petition (Bankr. N.D.Fla. Case No. 17-40185) on April 17, 2017. The Hon. Karen K. Specie presides over the case. Berger Singerman LLP represents the Debtor as counsel. In its petition, the Debtor estimated $1 million to $10 million in assets and $1 million to $10 million to $50 million in liabilities. The petition was signed by Marwill Glade of GlassRatner Advisory & Capital Group, LLC, chief restructuring officer. Guy G. Gebhardt, Acting U.S. Trustee for Region 21, on June 8 appointed six creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Campbellton-Graceville Hospital. The Committee has retained Broad and Cassel LLP as counsel. Judge Karen K. Specie of the U.S. Bankruptcy Court for the Northern District of Florida in June entered an Order finding that the appointment of a patient care ombudsman for Campbellton-Graceville Hospital is not necessary. CATASYS INC: Appoints Michael Sherman as Director ------------------------------------------------- The members of the Board of Directors of Catasys, Inc. appointed Mr. Michael Sherman, to serve as a member of the Board, effective July 14, 2017. Mr. Sherman will serve on the Compensation and the Nominations and Corporate Governance Committees of the Board. Mr. Sherman is currently on leave as a managing director at Barclays Plc, where he worked from 2008 to 2017. Prior to this position, from 1998 to 2008 Mr. Sherman was a managing director at Lehman Brothers, Inc. Mr. Sherman has worked in finance for 30 years, having begun as a securities lawyer with Cleary, Gottlieb, Steen & Hamilton in New York and Hong Kong and having served as an investment banker at Salomon Brothers, Lehman Brothers and Barclays. Mr. Sherman was a Managing Director in Equity Capital Markets at both Lehman Brothers and Barclays, covering Healthcare companies, in addition to companies in other sectors. Mr. Sherman received a B.A. in History, magna cum laude, from the University of Pennsylvania. Mr. Sherman also received a J.D., cum laude, from Harvard Law School. On July 14, 2017, the Board accepted Mr. Marvin Igelman's resignation from his role as director of the Company and his membership and Chairmanship of the Nominations and Corporate Governance Committee of the Board and membership on the Compensation Committee of the Board. The resignation was not due to any disagreement on any matter relating to the Company's operations, policies or practices. About Catasys, Inc. Los Angeles, California-based Catasys, Inc. is a provider of data analytics based specialized behavioral health management and treatment services to health plans through its OnTrak program. The Company's program utilizes member engagement and patient centric treatment that integrates evidence based medical and psychosocial interventions along with care coaching in a 52-week outpatient program. 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. CHICAGO CITY: Moody's Puts Ba1 GO Rating Under Review for Downgrade ------------------------------------------------------------------- Moody's Investors Service has placed the City of Chicago, IL's Ba1 general obligation (GO) rating under review for possible downgrade. The action applies to $7.3 billion of outstanding GO bonds. Moody's has also placed under review for possible downgrade the Ba1 rating on $320 million of sales tax debt, the Ba1 rating on $260 million of motor fuel tax debt, the Baa1 rating on $26 million of senior lien water revenue debt, the Baa2 rating on $2 billion of second lien water revenue debt, the Baa2 rating on $35 million of senior lien sewer revenue debt and the Baa3 rating on $1.1 billion of second lien sewer revenue debt. These actions reflect the close financial, political and governance relationship the city shares with the Chicago Board of Education. Yesterday, Moody's placed the B3 GO for the Chicago Board of Education under review for possible downgrade. Continued uncertainty surrounding the school district's financial situation in the wake of the state's own budgetary pressures and an indicated commitment from the city's administration to staving off further deterioration in the district's finances suggest the possibility of more direct intervention by the city in the district's fiscal affairs. The rating review will consider appropriation actions the state takes that may or may not address the school district's short-term liquidity needs and long-term budgetary hurdles. On Wednesday, the State of Illinois' GO and related ratings were placed under review for possible downgrade. Chicago's special tax ratings (sales tax and motor fuel tax) are capped at the level of the city's GO rating due to the lack of legal segregation of pledged revenue from the city's general operations. The motor fuel tax rating is also capped at one notch below the State of Illinois' GO rating, currently Baa3, to account for the risk of non-appropriation of pledged revenue by the state. The ratings of Chicago's water and sewer revenue bonds incorporate the enterprises' vulnerabilities to credit pressure on the city given tight governance linkages and overlapping service areas that cover a tax base heavily burdened by debt and pensions. METHODOLOGY The principal methodology used in the general obligation rating was US Local Government General Obligation Debt published in December 2016. The principal methodology used in the special tax ratings was US Public Finance Special Tax Methodology published in January 2014. The principal methodology used in water and sewer ratings was US Municipal Utility Revenue Debt published in December 2014. CHICAGO PARK: Moody's Puts Ba1 GO Rating Under Review For Downgrade ------------------------------------------------------------------- Moody's Investors Service has placed the Chicago Park District, IL's Ba1 general obligation unlimited tax and general obligation limited tax (together, GO) ratings under review for possible downgrade. The action applies to $430 million of outstanding GO bonds. This action reflects the close political and governance relationship the park district shares with the City of Chicago. Moody's placed the city's Ba1 GO rating under review for possible downgrade earlier due to continued uncertainty surrounding the financial situation at the Chicago Board of Education (B3 rating under review) and the relationship between the city and the school district. Given the close ties between the city and park district, increased credit pressures on the city could weaken the park district's credit quality. Although it is a legally distinct entity, the park district functions as a city department in many respects. Chicago's mayor appoints the Board of Commissioners, subject to City Council approval. City officials hold sway over various budget, debt, policy and taxing decisions of the district. The pronounced revenue needs of the city and CPS could limit future levy increases by the park district in order to lessen the overall burden on the Chicago taxpayer. METHODOLOGY The principal methodology used in this rating was US Local Government General Obligation Debt published in December 2016. CHURCH AND STATE: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Church and State, LP 1850 Industrial St, #100 Los Angeles, CA 90021 Case No.: 17-18767 Business Description: Church and State -- http://www.churchandstatebistro.com-- is a French bistro located on the ground floor of the original NABISCO bakery and offices, built in 1925, occupying what was once the loading dock of the National Biscuit Company. When the doors first swung open to welcome diners in September of 2008, it was one of the first restaurants to open in the now bustling Arts District of downtown Los Angeles. The cuisine is traditional French Bistro fare, created using only seasonal produce of the highest quality. All of the Company's products come from organic farms and have been compassionately raised without antibiotics or hormones. Classics include Steak Frites, Escargot, Roasted Marrow Bone, House-made Charcuterie, Moules Frites, Steak Tartare, Tarte Flambee, and a selection of French and artisanal American cheeses. The restaurant has a full bar serving seasonal hand-crafted cocktails, and an all- French wine list containing many organic and biodynamic selections. Chapter 11 Petition Date: July 18, 2017 Court: United States Bankruptcy Court Central District of California (Los Angeles) Judge: Hon. Barry Russell Debtor's Counsel: Matthew A Lesnick, Esq. LESNICK PRINCE & PAPPAS LLP 185 Pier Ave Ste 103 Santa Monica, CA 90405 Tel: 310-396-0964 Fax: 310-396-0963 E-mail: matt@lesnickprince.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Yassmin Sarmadi, president and general partner. The Debtor's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/cacb17-18767.pdf CINCINNATI BELL: Moody's Says Acquisitions Have No Impact on B2 CFR ------------------------------------------------------------------- Moody's says Cincinnati Bell Inc.'s B2 corporate family rating ("CFR") will not be impacted by the company's acquisitions of Hawaiian Telcom Communications, Inc. ("HCOM") and OnX Enterprise Solutions Ltd. ("OnX"). The transactions are credit positive as the combined company will have enhanced scale in its fiber network and IT services businesses. The combined company will utilize combined net operating losses to improve free cash flow generation. CBB anticipates $21 million in annual run-rate synergies. Moody's expects CBB to acquire HCOM for $30.75 per share for a total transaction value including existing debt of approximately $650 million with the equity portion to be funded with a mixture of 60% cash and 40% stock. Moody's expects OnX will be acquired for a total transaction value of approximately $200 million using all cash. CBB has received financing commitments for the cash consideration for the transactions, which will be funded by a new secured credit facility that will also refinance existing senior secured debt. The HCOM transaction is expected to close in the second half of 2018 and the OnX transaction is expected to close during the fourth quarter of 2017. The debt to fund the transactions will increase leverage, but Moody's expects pro forma leverage (Moody's adjusted) to remain well below 6x. For the 12 months ended March 31, 2017, leverage (Moody's adjusted) was 4.3x. Although Moody's expects no impact to CBB's CFR, the currently proposed capital structure to fund these acquisitions materially increases senior secured debt and reduces the loss absorption capacity of the company's existing unsecured debt. It is likely that these transactions and proposed capital structure will result in a negative ratings action on CBB's unsecured instrument level rating based on Moody's loss given default model. HCOM provides integrated communications, broadband, data center and entertainment solutions for business and residential customers in Hawaii. HCOM offers services including Internet, video, voice, wireless, data network solutions and security, colocation, and managed and cloud services supported by its fiber network. OnX is a technology service and solution provider that assesses, designs, builds, secures and manages complete technology environments with specific expertise in cloud and managed services, digital application services and infrastructure solutions. CBB's B2 CFR reflects its market position as an incumbent local telecommunications provider with a still large market share offset by relatively high leverage of 4.3x (Moody's adjusted) as of March 31, 2017. CBB is investing heavily into fiber network expansion in an attempt to reinvent itself as a growing fiber-based service provider. Moody's views this increased investment as a long-term credit positive and expects the company to successfully re-position itself as a competitive provider of broadband services. However, the significant investment has resulted in negative free cash flow for the last two years. Moody's expects CBB to transition to positive free cash flow this year or the next year as capital intensity lessens. The stable rating outlook is based on Moody's expectations that CBB will continue growing its Entertainment and Communications segment revenue and investing in its fiber network expansion. Moody's could upgrade CBB if leverage can be sustained below 4x and the company generates positive free cash flow. The rating could be downgraded if CBB's liquidity weakens materially or if leverage was greater than 6x for an extended period of time. With headquarters in Cincinnati, Ohio, CBB has operated as the incumbent local exchange carrier in the Greater Cincinnati area for 144 years. The company is a full-service regional provider of entertainment, data and voice communications services, a provider of managed and professional information technology ("IT") services, and a reseller of IT and telephony equipment. Cincinnati Bell Technology Solutions Inc. provides enterprise customers across the US with scalable communication systems and end-to-end IT solutions. The company also offers local voice, data and other telephone services to customers in southwestern Ohio, northern Kentucky and southeastern Indiana through its subsidiary Cincinnati Bell Telephone LLC. CBB's revenue for the 12 months ended March 31, 2017 totaled approximately $1.2 billion. CPI INT'L: Moody's Assigns B3 CFR & Rates $485MM 1st Lien Loans B2 ------------------------------------------------------------------ Moody's Investors Service has assigned initial ratings to CPI International, Inc. (New), including a Corporate Family Rating of B3, $485 million first lien facility ratings of B2 and a $120 million second lien facility rating of Caa2. The rating outlook is stable. Proceeds of the planned facilities along with an equity contribution will recapitalize the existing corporate family and facilitate the ownership sale to entities of Odyssey Investment Partners, LLC. Existing ratings of CPI International, Inc. ("CPI International") will be withdrawn once that entity's debts are repaid as planned. RATINGS RATIONALE The positive rating outlook of CPI International has been changed to stable, in line with CPI's initial rating outlook. The planned recapitalization adds debt, reduces cash on hand and will prevent near-term achievement of the credit gains previously anticipated. Additionally, a more ambitious operational restructuring program is scheduled over the next 12-18 months. While the restructuring could yield long-term cost synergies and more streamlined processes, interim execution risk will accompany the program. The B3 CFR reflects CPI's high financial leverage, modest revenue base, with limited but adequate liquidity expected to follow the pending transaction. Pro forma for the transaction's incremental debt, March 31, 2017 debt to EBITDA on a Moody's adjusted basis would have been 6.7x. The CFR also considers revenue visibility from the large installed base of CPI products, an improved global defense budgetary outlook, and the solid profit margin that CPI's products typically command. The company's often sole provider product line of microwave, radio frequency, power and control components/subsystems has produced EBITDA margin between 17% to 19% over the past few years. Profitability, excluding restructuring costs, will very likely continue at healthy levels. Steady profit provides sufficient funds from operation to cover capital spending needs and helps reduce the reliance on debt for acquisitions. Longer term, the range of applications using vacuum electronic device based technologies -- a longstanding expertise of CPI -- may lessen, making sustained R&D and investment spending within solid state based product areas likely. An adequate liquidity profile also supports the rating. The initial cash balance will be much lower than the $38 million level that CPI International reported for March 31. Initial borrowing availability under the revolving credit facility should be about $30 million after letter of credit utilization. The amount is modest but an expected asset sale reduces the likelihood of near-term revolver dependence. The company's unrestricted foreign subsidiaries generate a meaningful annual profit and represent an alternate liquidity source. Upward rating momentum would depend on steady backlog, debt to EBITDA in the mid 5x range with free cash flow to debt in the high single digit percentage range, and a good liquidity profile. Downward rating pressure would follow debt to EBITDA at 7x or higher, low free cash flow, or a weakening liquidity profile. Assignments: Issuer: CPI International, Inc. (NEW) -- Probability of Default Rating, Assigned B3-PD -- Corporate Family Rating, Assigned B3 -- Senior Secured Bank Credit Facility, Assigned Caa2 (LGD6) -- Senior Secured Bank Credit Facility, Assigned B2 (LGD3) Outlook Actions: Issuer: CPI International, Inc. (NEW) -- Outlook, Assigned Stable Issuer: CPI International, Inc. -- Outlook, Stable, previously Positive Withdrawals: Issuer: CPI International, Inc. -- Speculative Grade Liquidity Rating, Withdrawn , previously rated SGL-3 Since CPI International no longer reports its financial statement publicly, the speculative grade liquidity rating has been withdrawn. CPI International, Inc. (New) will be a direct holding company subsidiary of CPI International Holding Corp. CPI, through its operating subsidiaries, manufactures and distributes vacuum electron devices and related equipment for defense and commercial applications requiring high power and/or high frequency energy generation. CPI will be indirectly owned by affiliates of Odyssey Investment Partners, LLC. Sales for the 12 months ended March 31, 2017 totaled $491 million. The principal methodology used in these ratings was Global Aerospace and Defense Industry published in April 2014. CUZCO DEVELOPMENT: Court Confirms Fourth Amended Plan ----------------------------------------------------- Judge Robert J. Faris of the United States Bankruptcy Court for the District of Hawaii confirms the Fourth Amended Plan filed by Cuzco Development USA, LLC, despite objectors filing petitions against the provisions in the previous Chapter 11 Plan filed by Cuzco in comliance with the Bankruptcy code. On June 20, 2016, Cuzco filed a voluntary Chapter 11 petition, commencing a bankruptcy case before the United States Bankruptcy Court for the District of Hawaii, designated as Case No. 16-00363. The Debtor filed a Plan, which was followed by series of amendments and objections until the Third Amendment Plan was confirmed by the court on February 2017. However, a series of Motions for Reconsiderations were filed by objectors. On May 16, 2017, Cuzco filed the Plan Modification Motion, the Fourth Amended Plan, and a notice of the Plan Modification Motion. Cuzco served the Notice of the Plan Modification Motion, which describes the proposed amendments to the Third Amended Plan on creditors and parties-in-interest. The Fourth Amended Plan contains the following material changes to the Third Amended Plan which was approved by the court for the following reasons: 1. The transfers of property contemplated by the Third Amended Plan have not taken place. 2. Valid business, factual, and legal reasons exist for separately classifying the various classes of Claims and Equity Interests created under the Fourth Amended Plan. 3. The Fourth Amended Plan provides for the same treatment for each Claim or Equity Interest in each respective Class, unless the holder of a particular Claim or Equity Interest has agreed to a less favorable treatment of such Claim or Equity Interest. 4. The Fourth Amended Plan does not alter the legal, equitable, and contractual rights of claims in all separate Classes of claimants. 5. The Fourth Amended Plan has a fair and equitable treatment to secured and unsecured creditors. 6. The Fourth Amended Plan provides adequate and proper means for its implementation. 7. The provisions of the Plan are consistent with the mandates set forth in the Bankruptcy Code. A full-text copy of Judge Faris's Findings of Fact, Conclusions of Law, and Granting Motion to Modify Confirmed Plan, and Confirming Fourth Amended Plan dated July 10, 2017, is available at https://is.gd/XOfxRJ from Leagle.com. Cuzco Development U.S.A., LLC, Debtor, represented by Chuck C. Choi, CHOI & ITO, Allison A. Ito, CHOI & ITO. Office of the U.S. Trustee, U.S. Trustee, represented by Curtis B. Ching, Office of The United States Trustee. About Cuzco Development Cuzco Development U.S.A., LLC, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Hawaii Case No. 16-00636) on June 20, 2016. The petition was signed by Kay Nakano, responsible individual. The case is assigned to Judge Robert J. Faris. At the time of the filing, the Debtor estimated its assets and liabilities at $10 million to $50 million. The confirmation hearing on the Debtor's plan of reorganization is on Feb. 13, 2017. The TCR reported on Dec. 23, 2016, that Judge Faris approved the Debtor's first amended disclosure statement for its Chapter 11 plan of reorganization, dated Dec. 5, 2016, which proposed that the holder of an allowed general unsecured claims receive on account of its claim in full and complete satisfaction, discharge and release thereof: 100% of their allowed claims with post-petition interest at 3% simple interest per annum paid in full within 30 days after the Refinance deadline. DIAMOND BRITE: Hires Dean W. Greer as Counsel --------------------------------------------- Diamond Brite Enterprises, LLC, seeks authority from the U.S. Bankruptcy Court for the Western District of Texas to employ the Law Offices of Dean W. Greer, as counsel to the Debtor. Diamond Brite requires Dean W. Greer to: a. advise and consult with the Debtor as to its powers and duties in the continued operation of its business and management of its properties during the bankruptcy proceedings; b. take actions as may be necessary to preserve and protect the Debtor's assets, including the prosecution of adversary proceedings and other actions on the Debtor's behalf, the defense of actions commenced against the Debtor, negotiations concerning litigation in which the Debtor is involved, objection to the allowance of any objectionable claims filed against the Debtor's estate and estimation of claims against the estates where appropriate; c. prepare, on behalf of the Debtor, necessary applications, motions, complaints, adversary proceedings, answers, orders, reports, and other pleadings and legal documents, in connection with matters affecting the Debtor and its estate; d. assist the Debtor in the development, negotiation and confirmation of a plan of reorganization and the preparation of a disclosure statement or statements in respect thereof; and e. perform other legal services that the Debtor may request in connection with the Chapter 11 case and the Bankruptcy Code. Dean W. Greer will be paid at these hourly rates: Attorney $300 Legal Assistant $75 Dean W. Greer will be paid a retainer in the amount of $14,000. Dean W. Greer will also be reimbursed for reasonable out-of-pocket expenses incurred. Dean W. Greer, partner of the Law Offices of Dean W. Greer, 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. Dean W. Greer can be reached at: Dean W. Greer, Esq. LAW OFFICES OF DEAN W. GREER 2929 Mossrock, Suite 117 San Antonio, TX 78230 Tel: (210) 342-7100 Fax: (210) 342-3633 About Diamond Brite Enterprises, LLC Diamond Brite -- http://www.diamondbritecarcare.com-- is a full service car wash and oil & lube services provider in San Antonio Texas. Diamond Brite Enterprises, LLC., based in San Antonio, TX, filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 17-51391) on June 13, 2017. The Hon. Craig A. Gargotta presides over the case. Dean W. Greer, Esq., at the Law Offices of Dean W. Greer, 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 Andrew L. Foster, manager. DICK CAMPBELL: Taps Shaver and Swanson as Special Counsel --------------------------------------------------------- Dick Campbell Company, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Idaho to hire Shaver and Swanson, LLP as special counsel. In its application, the Debtor proposes to employ the firm to draft and file a non-provisional application with the U.S. Patent Office, and pay its attorney, Scott Swanson, Esq., an hourly fee of $250. The Debtor estimated the total costs to be between $5,500 and $7,500, excluding the filing fee of $730 and the additional late submission fee of $850. Mr. Swanson does not hold any interest adverse to the interest of the Debtor's estate, according to court filings. Shaver and Swanson can be reached through: Scott Swanson, Esq. Shaver and Swanson, LLP 1509 S Tyrell Lane, Suite 100 P.O. Box 877 Boise, ID 83701-0877 Phone: (208) 345-1122 About Dick Campbell Company Based in Boise, Idaho, Dick Campbell Company, Inc. manufactures transportation signaling devices. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Idaho Case No. 17-00756) on June 14, 2017. Phil Tate, president, signed the petition. At the time of the filing, the Debtor disclosed $2.63 million in assets and $2.73 million in liabilities. Judge Jim D. Pappas presides over the case. Bruce A. Anderson, Esq., at Elsaesser Jarzabek Anderson Elliot & Macdonald, Chtd., serves as bankruptcy counsel. The Debtor hired Holland Law LLP as special counsel. DIMENSION REALTY: Taps Maldjian & Citta as Accountant ----------------------------------------------------- Dimension Realty, LLC seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to employ an accountant. The Debtor proposes to hire Maldjian & Citta P.C. to provide accounting services, including the preparation of its cash flow projections, monthly operating reports, and tax returns. The hourly rates charged by the firm are: Level 1 Accountant $95 Level 2 Accountant $155 Level 3 Accountant $250 Certified Public Accountant $300 Peter Maldjian, the accountant who will be providing the services, will charge an hourly fee of $300. The Debtor will pay the firm a retainer in the amount of $2,500. Mr. Maldjian disclosed in a court filing that he and his firm are "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Peter J. Maldjian Maldjian & Citta P.C. 2520 Highway 35 First Floor Suite 103 Manasquan, NJ 08736 Tel: (732) 223-5600 About Dimension Realty LLC Dimension Realty, LLC, based in Stafford Township, N.J., filed a Chapter 11 petition (Bankr. D.N.J. Case No. 17-21936) on June 9, 2017. In its petition, the Debtor declared $1.51 million in total assets and $1.56 million in total liabilities. The petition was signed by Brian Abbey, managing member. The Hon. Michael B. Kaplan presides over the case. Eugene D. Roth, Esq. serves as bankruptcy counsel. A list of the Debtor's 12 unsecured creditors is available for free at http://bankrupt.com/misc/njb17-21936.pdf DLM LLC: Bid to Dismiss ASIC's Indemnity Suit Denied ---------------------------------------------------- Judge George R. Russell, III, of the United States District Court for the District of Maryland denies DLM, LLC's Motion to Dismiss the amended complaint filed by American Southern Insurance Company ("ASIC") in the civil case for breach of contract captioned AMERICAN SOUTHERN INSURANCE COMPANY, Plaintiff, v. DLM, LLC, et al. Defendants, Civil Action No. GLR-16-3628 (D. Md.). In July 2005, DLM executed two public works agreements with the Department of Public Works of Cecil County, Maryland. To secure performance of the Agreements, ASIC, a national surety company engaged in the business of construction and surety bonding, was contracted by DLM to issue two surety bonds, naming Cecil County as the "obligee." In November 2009, DLM and other related entities sought protection under Chapter 11 of the United States Bankruptcy Code which granted the Reorganization Plan sought by DLM. In November 2014, Cecil County notified ASIC that DLM failed to execute the agreement with Cecil County. In response, ASIC engaged a construction consultant and an attorney to investigate the outstanding construction work, which upon confirmation, revealed that the contract, indeed, has been in default. ASIC paid Cecil County $511,265.80 in exchange for full release and exoneration of the Bonds. ASIC then notified Defendants of the payment to Cecil County and demanded that Defendants indemnify ASIC. Defendants, however, failed to indemnify ASIC. As a result, ASIC brought a contractual indemnity claim under the General Indemnity Agreement (GIA) previously executed by the parties and attached a demand letter to its Complaint in the amount of $375,000. On December 16, 2016, DLM moved to dismiss the Complaint in its entirety, arguing that when the Bankruptcy Court confirmed the Reorganization Plan it instituted in 2009, it discharged DLM's indemnity obligations including the one perfected in the GIA with ASIC. On January 6, 2017, before responding in opposition to Defendants' Motion, ASIC filed a timely First Amended Complaint, making the previous claim moot. In this new complaint, ASIC removes DLM from the Indemnity Claim and adds a new claim against DLM only for breach of the Agreements, also known as the Subrogation Claim. Here, ASIC asserts that it "is equitably subrogated to the rights of Cecil County to assert its rights against DLM for DLM's breaches" of the Agreements executed by them. DLM opposed the said complaint and files a motion to dismiss the same alleging three reasons: 1. First, the Court must dismiss the Subrogation Claim because when the Bankruptcy Court discharged the GAIs, it also discharged the Subrogation Claim. 2. Second, assuming the Subrogation Claim survived DLM's Chapter 11 reorganization, the Court must dismiss the Subrogation Claim insofar as it alleges breach of the Construction Agreement because that claim is barred by the statute of limitations. 3. Third, the Court must dismiss the Amended Complaint to the extent it seeks damages in excess of $375,000 because ASIC attaches a demand letter to its Complaint in which it seeks only that amount. In a memorandum Opinion, Judge Russell sought to clarify the issue whether the Subrogation Claim of ASIC was discharged upon the approval of the Bankruptcy Court's Reorganization Plan filed by DLM. Judge Russell cited that a recent train of cases revealed that a Subrogation Claim is not automatically discharged upon approval of a reorganization plan. Thus, it cannot dismiss the amended complaint for these reason. Judge Russell opined that the second argument, that the Court must dismiss the Subrogation Claim insofar as it alleges breach of the Construction Agreement because that claim is barred by the statute of limitations, is of no moment. DLM claims that ASIC has a three- year period to file a claim against DLM under their previous agreement, but ASIC instited action only after the lapse of seven years. Judge Russell, citing Maryland statute of limitations, expressed that the law must be interpreted that the period to determine statute of limitations must be reckoned from the time of the breach or discovery of the breach. In this case, the three- year period to file a claim has not yet lapse. Lastly, Judge Russell ruled that the third argument alleged by DLM must not be appreciated by the court. It is common procedural knowledge that an amended complaint supersedes a complaint previously filed, including its attachments. Thus, the damages sought by ASIC cannot be limited only to the amount as stated in its first complaint but must be anchored on its allegations on its amended complaint. A full-text copy of the Judge Russell's Memorandum Opinion dated July 10, 2017, is available at https://is.gd/W291jt from Leagle.com. American Southern Insurance Company, Plaintiff, represented by Lauren Pacelli McLaughlin, Esq. -- lmclaughlin@briglialaw.com -- BrigliaMcLaughlin PLLC. American Southern Insurance Company, Plaintiff, represented by Shiva S. Hamidinia, BrigliaMcLaughlin, PLLC. DLM, LLC, Defendant, represented by David J. Shuster, Esq. -- dshuster@kg-law.com -- Kramon and Graham PA, Jeffrey H. Scherr, Esq. -- jscherr@kg-law.com -- Kramon and Graham PA & William Jacob Harrington, Esq. -- wharrington@kg-law.com -- Kramon & Graham, P.A.. The Bluffs at Big Elk Creek II, LLC, Defendant, represented by David J. Shuster, Kramon and Graham PA, Jeffrey H. Scherr, Kramon and Graham PA & William Jacob Harrington, Kramon & Graham, P.A.. William R. Luther, Jr., Defendant, represented by David J. Shuster, Kramon and Graham PA, Jeffrey H. Scherr, Kramon and Graham PA & William Jacob Harrington, Kramon & Graham, P.A.. Vickie Luther, Defendant, represented by David J. Shuster, Kramon and Graham PA, Jeffrey H. Scherr, Kramon and Graham PA & William Jacob Harrington, Kramon & Graham, P.A.. Sharon L. Babcock, Defendant, represented by David J. Shuster, Kramon and Graham PA, Jeffrey H. Scherr, Kramon and Graham PA & William Jacob Harrington, Kramon & Graham, P.A.. Brian E. Fromme, Defendant, represented by David J. Shuster, Kramon and Graham PA, Jeffrey H. Scherr, Kramon and Graham PA & William Jacob Harrington, Kramon & Graham, P.A.. About Gemcraft Homes Gemcraft Homes, Inc., in Harford County, Maryland, is a production builder which targets first-time homebuyers and first-time "move up" buyers. It also targets retired, and soon to retire, buyers for its retirement communities. The Company filed for Chapter 11 bankruptcy protection on Nov. 9, 2009 (Bankr. D. Md. Case No. 09-31696.) The Company's various affiliates filed separate Chapter 11 bankruptcy petitions. In its schedules, Gemcraft Homes' disclosed total assets of $40,668,980, and total liabilities of $73,468,237. As reported by the Troubled Company Reporter on Sept. 29, 2010, the Bankruptcy Court approved Gemcraft Homes' plan of reorganization, allowing the home builder to exit Chapter 11 after less than a year. Marcus Rauhut, staff writer at Public Opinion, reported that Gemcraft Homes negotiated deals with Regions Bank, M&T Bank, and other institutions to secure more than $70 million in new financing to continue its building and development operations. ENERGY3 LLC: Case Summary & 5 Unsecured Creditors ------------------------------------------------- Debtor: Energy3, LLC 1997 Annapolis Exchange Parkway, Suite 300 Annapolis, MD 21401 Business Description: Energy3 -- http://energy-three.com/-- is a renewable energy solutions company supported by dedicated people, who are in a position to help clients challenge the current waste disposal and fossil fueled power generating systems, developing new environmentally sustainable solutions. Chapter 11 Petition Date: July 18, 2017 Case No.: 17-18986 Court: United States Bankruptcy Court Southern District of Florida (Miami) Judge: Hon. Robert A Mark Debtor's Counsel: Robert C Meyer, Esq. ROBERT C MEYER, PA 2223 Coral Way Miami, FL 33145 Tel: 305-285-8838 Fax: 305-285-8919 E-mail: meyerrobertc@cs.com Estimated Assets: $650,506 Total Liabilities: $1.39 million The petition was signed by Fred R Deluca, member. The Debtor's list of five unsecured creditors is available for free at http://bankrupt.com/misc/flsb17-18986.pdf ENVIRO-SAFE: Taps Howard & Howard as Special Counsel ---------------------------------------------------- Enviro-Safe Refrigerants, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of Illinois to hire Howard & Howard PLLC as special counsel. The firm will represent the Debtor in multiple legal matters, including a lawsuit filed by Crum & Forster Insurance in the 10th Judicial Circuit, Tazewell County. Howard will also provide other services including trademark registration, environmental law compliance, negotiation and enforcement of customer and distribution contracts, and negotiation of patent and other intellectual property licenses. The hourly rates charged by the firm are: James Yee $480 Joseph Van Fleet $415 Mary Corrigan $400 Jeffrey Sorenson $375 Gary Peters $375 Timothy Gronewold $300 Thomas Howard $295 Stephanie Buntin $285 Jeffrey Sorenson, Esq., disclosed in a court filing that the firm and its attorneys are "disinterested persons" as defined in section 101(14) of the Bankruptcy Code. Howard can be reached through: Jeffrey G. Sorenson, Esq. Howard & Howard PLLC 211 Fulton Street, Suite 600 Peoria, IL 61602 Tel: (309) 672-1483 Fax: (309) 672-1568 About Enviro-Safe Refrigerants Headquartered in Pekin, Illinois, Enviro-Safe Refrigerants Inc. -- http://www.es-refrigerants.com/-- provides refrigerant and support fluids. The Debtor's products include air conditioning tools, automotive fluids, green gas and industrial supplies. Enviro-Safe Refrigerants filed for Chapter 11 bankruptcy protection (Bankr. C.D. Ill. Case No. 17-80827) on June 5, 2017, estimating assets and liabilities of between $1 million and $10 million each. The petition was signed by Julie C. Price, president. Judge Thomas L. Perkins presides over the case. Sumner Bourne, Esq., at Rafool, Bourne & Shelby, P.C., serves as the Debtor's bankruptcy counsel. On July 11, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. EXPLORER HOLDINGS: Moody's Affirms B2 CFR; Outlook Negative ----------------------------------------------------------- Moody's Investors Service changed Explorer Holdings, Inc.'s ("ERT") rating outlook to negative from stable following the company's stated plans to fund a sizable acquisition with debt. However, Moody's concurrently affirmed ERT's B2 Corporate Family Rating (CFR), B2-PD Probability of Default Rating (PDR), and the B1 rating on the first lien credit facilities (revolver and term loan). The complementary acquisition will be funded with the proposed issuance of an incremental $210 million first lien senior secured term loan and incremental $30 million second lien secured notes. A portion of the proceeds (net of transaction related fees and expenses) will also be used to repay all borrowings outstanding ($32 million) under the revolver. "The change in ERT's outlook to negative is driven by the delay in reducing leverage and improving its free cash flow generation profile due to the company's aggressive approach to growth via debt-funded acquisitions," said Prateek Reddy, Moody's lead analyst for the company. "The rating is supported by the company's improved scale, moderated customer concentration risk, and strengthened competitive position within some of its service offerings," added Reddy. Rating Actions: Corporate Family Rating, Affirmed at B2 Probability of Default Rating, Affirmed at B2-PD $45 Million Senior Secured First Lien Revolving Credit Facility due 2021, Affirmed at B1 (LGD3) Senior Secured First Lien Term Loan due 2023 ($769 Million Outstanding), Affirmed at B1 (LGD3) Outlook, Changed to Negative from Stable RATINGS RATIONALE ERT's B2 CFR incorporates the company's high leverage and Moody's expectations for weak free cash flow generation at least through 2018. The rating reflects the company's significant customer concentration, aggressive approach to growth with debt-funded acquisitions, elevated acquisition related integration risks, and event risks associated with private equity ownership. However, the rating is supported by the company's high revenue visibility, strong market position in the niche electronic based clinical outcome assessment market, and favorable business fundamentals like the transition to digital assessments that is likely to contribute to healthy organic revenue growth. The latest acquisition of a company that largely provides services similar to ERT's like respiratory efficacy and cardiac safety data generation and collection services that support clinical trials, follows other debt-funded acquisitions of Exco InTouch and ImageIQ completed within only 14 months of the closing of ERT's LBO by Nordic Capital in May 2016. The total purchase price for the three acquisitions of over $250 million (including transaction related fees and expenses) has all been funded with incremental first lien term loan (increased to $769 million pro forma for the proposed issuance from $495 million at closing of the LBO) and incremental second lien notes (increased to $250 million pro forma for the proposed issuance from $220 million at closing of the LBO). All these acquisitions contribute to enhancing ERT's scale (pro forma revenue of $479 million as of March 31, 2017 from reported revenue of $296 million in FY2015), moderating customer concentration risks, improving ERT's market share within service offerings like cardiac safety and respiratory efficacy, and adding new capabilities like clinical trial imaging solutions. However, the company's aggressive approach to funding acquisitions with additional debt will delay the reduction of leverage (Moody's-adjusted Debt-to-EBITDA of 6.7x pro forma for the latest acquisition) and result in the persistence of low free cash flow generation that weaken the company's position within the B2 rating category. The negative outlook reflects the potential for additional debt-funded acquisitions and the challenges in effectively integrating and realizing the anticipated synergies from the already executed acquisitions that could lead to the persistence of high leverage and weak free cash flow generation. The outlook could be changed to stable if the company focuses on integration of the acquired businesses without large unexpected one-time expenses and utilizes any free cash flow generated to reduce debt balances in lieu of funding acquisitions. The B1 rating on the first lien credit facilities (revolver and term loan) is one notch above the B2 CFR, reflecting the first priority claim on substantially all of the company's assets and its domestic subsidiaries, the seniority to the unrated second lien senior notes and the debt cushion provided by the second lien notes. The B2-PD Probability of Default Rating is in line with the CFR, given the two-class-secured-debt structure as well as Moody's expectations for an historical average family recovery in a distress scenario. Ratings could be downgraded if deceleration in the company's revenue, deterioration in EBITDA margins, or another debt-funded acquisition contribute to Moody's-adjusted Debt-to-EBITDA sustaining above 6.5 times beyond 2017. Weakened liquidity with negative free cash flow generation could also result in ratings being downgraded. Ratings could be upgraded if Debt-to-EBITDA is sustained below 4.0 times, free cash flow generation is in excess of 8% of debt balances, and the company demonstrates less aggressive financial policies. ERT is a provider of centralized cardiac safety, respiratory efficacy services, and electronic clinical outcome assessment solutions to biopharmaceutical sponsors and contract research organizations involved in the clinical trial of new drugs. Revenue for twelve months ended March 31, 2017 was $479 million pro forma for all acquisitions. The company is largely owned by a fund of Nordic Capital. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. EXTRACTION OIL: Moody's Rates New Unsecured Notes Due 2024 'B3' --------------------------------------------------------------- Moody's Investors Service assigned a B3 rating to Extraction Oil and Gas, Inc.'s (Extraction) proposed senior unsecured notes due 2024. Extraction's other ratings are unchanged. "Extraction's proposed notes issuance will prefund a portion of its large 2017 capital expenditure program and support its liquidity," commented James Wilkins, a Moody's Vice President - Senior Analyst. Ratings assigned: Issuer: Extraction Oil and Gas, Inc. Senior Unsecured Regular Bond/Debenture, Assigned B3 (LGD4) RATINGS RATIONALE Extraction's balance sheet debt will be comprised of the proposed senior unsecured notes due 2024, the $550 million of senior unsecured notes due 2021 and secured revolving credit facility due November 2018. Under Moody's Loss Given Default Methodology, the unsecured notes are rated B3, one notch below the B2 Corporate Family Rating (CFR), because they are contractually subordinated to the secured revolver debt. The notes and revolver are guaranteed by Extraction's existing and future subsidiaries. Extraction's B2 CFR reflects its rapid production and reserve growth, modest scale despite its growth, geographic concentration as a pure play DJ Basin producer, as well as cash flow and leverage credit metrics supportive of the rating. The company benefits from having a well-defined asset base with production yielding about two-thirds liquids, a critical mass of strategically located contiguous acreage and low finding and developing (F&D) costs (below $10/boe). The company grew production to approximately 44 Mboe/day in the second quarter 2017, almost a 60% year-over-year increase, and expects to achieve a 2017 exit production rate of 65-70 Mboe/d as it continues its three rig drilling program, more than doubling production volumes during 2017. Proved developed reserves will continue to grow as acreage is developed. As Extraction has outspent internally generated cash flows to fund its rapid growth, it has funded a significant portion of capital expenditures with equity, including its October 2016 initial public offering ($728 million of gross proceeds), private placement of public equity ($457 million) and convertible preferred equity ($185 million), which has been used to fund growth capital expenditures. The company targets a conservative net debt to EBITDA ratio of 1.5x. As Extraction increases its production volumes, Moody's expects retained cash flow to debt to exceed 25% by year-end 2017. (The metric was 20% for the twelve months ended March 31, 2017.) The stable outlook reflects Moody's expectation that the company will continue to grow its production and develop its assets without materially increasing leverage. The rating could be upgraded if the company executes its growth program and maintains retained cash flow to debt above 25%. A downgrade would be considered if retained cash flow to debt appeared likely to fall below 15% on a sustained basis or liquidity deteriorated. The principal methodology used in this rating was Independent Exploration and Production Industry published in May 2017. Extraction Oil and Gas, Inc., headquartered in Denver, Colorado, is an oil and gas exploration and production (E&P) company with approximately 115,000 net acres in its current focus area of the Wattenberg Field of the Denver-Julesburg (DJ) Basin and a total of approximately 227,000 net acres. The company had average production of 33.4 thousand barrels of oil equivalent per day (Mboe/day) in the first quarter 2017 and proved developed (PD) reserves of 48.5 MMboe at year-end 2016, which are comprised of crude oil (35%), natural gas (37%), and NGLs (28%). EYEMART EXPRESS: Moody's Cuts Corporate Family Rating to B2 ----------------------------------------------------------- Moody's Investors Service downgraded Eyemart Express, LLC's Corporate Family Rating to B2 from B1 and affirmed its Probability of Default Rating ("PDR") at B2-PD following the company's announced dividend recapitalization that will increase funded debt by over $200 million. Moody's also assigned B1 instrument ratings to the company's proposed $355 million first lien term loan B and $30 million revolving credit facility. The B1 ratings on the company's existing term loan and revolver will be withdrawn upon close of the transaction. The outlook is stable. "The downgrade reflects Eyemart's sizable increase in leverage as a result of the proposed transaction and Moody's expectation that financial policies will sustain credit metrics more in line with the B2 rating over the long term," said Moody's Assistant Vice President and lead analyst Dan Altieri. The affirmation of the company's B2-PD PDR reflects the application of Moody's Loss Given Default Methodology and assumes a 50% family recovery rate, given the proposed first and second lien capital structure. Proceeds from the first lien term loan, along with an unrated $110 million second lien term loan and balance sheet cash, will be used to refinance the company's existing first lien term loan (approximately $258 million outstanding as of July 1, 2017), fund a $205 million distribution to shareholders, and pay related fees and expenses. Moody's estimates lease adjusted leverage pro-forma for the transaction in the mid-6 times range as of the LTM period ended April 1, 2017, with interest coverage (EBIT/Interest Expense) in the mid-1 times range. Both metrics are well outside of the previously stated downgrade triggers. Leverage and interest coverage are expected to remain outside of the range of a B1 rating over the next 12-18 months despite Moody's expectation for continued solid operating performance. Moody's took the following rating actions: Issuer: Eyemart Express, LLC Corporate Family Rating, Downgraded to B2 from B1 Probability of Default Rating, Affirmed at B2-PD New $355 million senior secured first lien term loan B due 2024, Assigned at B1 (LGD3) New $30 million senior secured first lien revolving credit facility due 2022, Assigned at B1 (LGD3) Outlook, remains Stable The following ratings are unchanged and will be withdrawn upon close of the proposed transaction: Issuer: Eyemart Express, LLC $300 million senior secured first lien term loan B due 2021, B1 (LGD3) $30 million senior secured first lien revolving credit facility due 2019, B1 (LGD3) RATINGS RATIONALE Eyemart's B2 CFR reflects the company's high leverage and modest interest coverage pro-forma for the proposed dividend recapitalization. The rating also reflects Eyemart's small scale at under $250 million of revenue, limited geographic footprint, and financial sponsor ownership that Moody's expects will sustain leverage at elevated levels. The rating benefits from a history of solid operating performance that includes positive same store sales growth, high operating margins, and a good liquidity profile. Moody's believes operating performance benefits from Eyemart's distinctly differentiated offering from other chain and big-box retailers in that, among other things, it has eyeglass manufacturing capability in every store. Eyemart's good liquidity profile reflects Moody's expectation that the company will continue to generate positive free cash flow (CFO less Capex) despite approximately $10 million in additional cash interest expense as a result of the higher debt balance. The company's cash flow is aided by consistently positive top line growth, high margins, and modest working capital and maintenance capital expenditure needs. Eyemart will have access to an undrawn $30 million revolving credit facility at close which Moody's anticipates would only be needed to fund expansion-oriented expenses. The credit facility is expected to contain a springing net leverage test if outstanding borrowings exceed 30% of the commitment amount. Moody's does not expect the company will trigger the covenant, but anticipate sufficient cushion if it were tested. The stable outlook reflects Moody's expectation for continued solid operating performance including topline growth, relatively stable margins, and a growth strategy that will continue to be prudently executed and funded with cash flow generated from operations. Ratings could be upgraded if strong operating performance, including continued revenue and EBITDA growth, resulted in Debt/EBITDA sustained below 5.25 times with EBIT/Interest expense around 2.25 times. An upgrade would also require an expectation that financial policies will support credit metrics maintained at these levels and that the company maintains its good liquidity profile. Ratings could be downgraded if weaker than anticipated operating performance or aggressive financial policies, including additional debt financed dividends or an overly aggressive growth strategy, resulted in Debt/EBITDA sustained above 6.25 times or EBIT/Interest expense sustained below 1.25 times. A deterioration in the company's liquidity profile including negative free cash, could also result in a downgrade. The principal methodology used in these ratings was Retail Industry published in October 2015. Headquartered in Texas, Eyemart Express, LLC is a provider of vision care services and manufacturer and retailer of eyeglasses, with a focus on eyeglasses in the "value" sub-segment. As of April 1, 2017 the company operated 172 stores, and generated LTM revenue of approximately $232 million. The company was acquired late in 2014 by affiliates of Friedman Fleischer & Lowe for total consideration of roughly $800 million. FIRST GROWTH: Files Voluntary Assignments in Bankruptcy ------------------------------------------------------- First Growth Holdings Ltd. (FGH) on July 17, 2017, disclosed that it has filed voluntary assignments in bankruptcy for both the Company and its subsidiary in Alberta pursuant to the Bankruptcy and Insolvency Act (Canada) in order to effect an orderly liquidation of its assets, property and operations. In conjunction with this filing, Crowe MacKay & Company Ltd., Licensed Insolvency Trustee ("Crowe Mackay") has been appointed trustee of the bankrupt estate. The board of directors of the Company has authorized the voluntary assignment as the Company is not able to meet the obligations owing to its creditors or to fund the operations of the Company or its subsidiaries. Also, the board of directors of the subsidiary in Alberta has authorized the voluntary assignment. The Company also disclosed that Ms. Ting Zhao has resigned as Chief Executive Officer, and stops serving as the interim acting Chief Financial Officer, effective immediately; the directors of the Company except Ting Zhao have handed in their resignations; the employment of the Company has been terminated, and the employment of the subsidiary in Alberta will be terminated shortly. Any inquires with respect to the operations of the Company or its assets can be made to Crowe Mackay at 1100-1177 West Hastings Street, Vancouver, BC V6E 4T5, Attention: Mr. Derek Lai, CPA, CMA, CIRP, LIT. About First Growth Holdings Ltd. First Growth is a Canadian-based company that identifies and develops strong brands in the Canadian and international markets. FIRST HORIZON: Moody's Assigns (P)Ba1 Junior Subordinated Rating ---------------------------------------------------------------- Moody's Investors Service has assigned prospective ratings to First Horizon National Corporation's shelf registration. The shelf was rated (P)Baa3 for senior unsecured, (P)Ba1 for junior subordinated, (P)Ba1 for cumulative preferred stock and (P)Ba2 for non-cumulative preferred stock. RATINGS RATIONALE The assigned shelf ratings follow Moody's notching practices for US regional banks incorporating its loss-given-failure analysis. First Horizon National Corporation's lead bank, First Tennessee Bank, National Association, has existing ratings of A3/Prime-2 for long- and short-term deposits and a Baa3 issuer rating. It also has a baa2 baseline credit assessment and Baa1(cr)/Prime-2(cr) long- and short-term counterparty risk assessments. What Could Change the Rating Up Positive rating pressure could emerge from a sustained improvement in First Horizon's capital ratios while maintaining good asset quality performance. What Could Change the Rating Down Negative rating pressure could emerge from further weakening in First Horizon's capital metrics and/or a deterioration in asset quality in either First Horizon's originated portfolio or acquired portfolio. The principal methodology used in these ratings was Banks published in January 2016. FM KELLY: Plan Outline Okayed, Plan Hearing on Aug. 2 ----------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of New York is set to hold a hearing on August 2, at 1:30 p.m., to consider approval of the Chapter 11 plan of reorganization for FM Kelly Construction Group, Inc. The court will also consider at the hearing the final approval of the company's disclosure statement, which it conditionally approved on July 5. The order set a July 26 deadline for creditors to file their objections and cast their votes accepting or rejecting the plan. The latest plan proposes to subordinate claims of its insiders to general unsecured claims. These insiders will receive no distribution for their claims, however, they will retain their equity interests in the company. The plan classifies interests of the company's insider shareholders, Joseph Barbera, Fred Kelly and James Walsh, in Class 1. The company also disclosed in the latest filing that the total amount of general unsecured claims is $7,327,830.76, subject to reduction by claim objections. A copy of the company's latest disclosure statement is available for free at https://is.gd/sZeqsM About FM Kelly Construction Group FM Kelly Construction Group, Inc., a New York-based company, filed for Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case No. 16-72143) on May 12, 2016. The petition was signed by Joseph Barbera, chief financial officer. The Debtor estimated assets of less than $100,000 and liabilities of $1 million to $10 million. Judge Robert E. Grossman presides over the case. The Debtor is represented by Kenneth A. Reynolds, Esq. at McBreen & Kopko. No official committee of unsecured creditors has been appointed. On March 7, 2017, the Debtor filed a Chapter 11 plan of reorganization and disclosure statement. FOUNDATION HEALTHCARE: Hires Eide Bailly as Accountant ------------------------------------------------------ Foundation Healthcare, Inc., et al., seek authority from the U.S. Bankruptcy Court for the Northern District of Texas to employ Eide Bailly LLP, as accountant to the Debtors. Foundation Healthcare requires Eide Bailly to: (a) work with a representative of the Debtors to gather sufficient information required to prepare federal and state tax returns; and (b) prepare federal and state tax returns with supporting schedules once sufficient information has been gathered. Eide Bailly will be paid at these hourly rates: Partner $500 Manager $260 Associate $210 Eide Bailly will be paid a retainer in the amount of $50,000. As of the petition date, the Debtors owned Eide Bailly $32,630 for unpaid professional services. Eide Bailly will also be reimbursed for reasonable out-of-pocket expenses incurred. Gregory P. Jones, partner of Eide Bailly LLP, 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. Eide Bailly can be reached at: Gregory P. Jones, Esq. EIDE BAILLY LLP 1601 NW Expressway, Suite 1900 Oklahoma City, OK 73118 Tel: (405) 478-3334 About Foundation Healthcare, Inc. University General Hospital LLC is a 69-bed health care facility located at 7501 Fannin Street, Suite 100 Houston, Texas. Prior to its closure in January 2017, University General Hospital offered a full array of equipment and services including inpatient and outpatient medical treatments and surgeries. Foundation Healthcare Inc., a publicly traded Oklahoma corporation, was in the business of owning and managing facilities which operated in the surgical segment of the healthcare industry. It has ceased to conduct business operations and has no employees. Foundation Healthcare currently only has a contracted interim Chief Financial Officer and a contracted Chief Restructuring Officer, and one part time assistant. University General Hospital, doing business as Foundation Surgical Hospital of Houston, and its affiliate Foundation Healthcare filed Chapter 11 petitions (Bankr. N.D. Tex. Case Nos. 17-42570 and 17-42571) on June 21, 2017. The petitions were signed by Richard Zahn, manager. The cases are jointly administered before Judge Russell F. Nelms with Foundation Healthcare's case as the lead. The Debtors are represented by Vickie L. Driver, Esq. at Husch Blackwell LLP. The Debtors hire Michael S. Miller of Ankura Consulting Group, LLC, as chief restructuring officer. At the time of filing, University General disclosed $1 million to $10 million in assets and $1 million to $50 million in liabilities. Foundation Healthcare disclosed $1 million to $10 million in assets and liabilities. University General Hospital, Inc., sought bankruptcy protection (Bankr. S.D. Tex. Case No. 15-31097). The case was filed on Feb. 27, 2015. Foundation HealthCare completed its acquisition of University General Hospital in January 2016. Foundation HealthCare purchased the facility for $33 million in a court-approved sale. FOUNDATION HEALTHCARE: Hires Husch Blackwell as Counsel ------------------------------------------------------- Foundation Healthcare, Inc., et al., seek authority from the U.S. Bankruptcy Court for the Northern District of Texas to employ Husch Blackwell LLP, as counsel to the Debtors. Foundation Healthcare requires Eide Bailly to: (a) provide legal advice with respect to the Debtors' powers and duties as debtors in possession; (b) take all necessary action to protect and preserve the Debtors' estates; (c) prepare on behalf of the Debtors all necessary motions, answers, orders, objections, and other legal papers in connection with the administration of their estates herein; (d) assist the Debtors in preparing for and filing a joint disclosure statement in accordance with Section 1125 of the Bankruptcy Code; (e) assist the Debtors in preparing for and filing a joint plan of liquidation at the earliest possible date; (f) represent the Debtors in connection with obtaining post- petition loans and other financing for the Debtors' business and the administration of the Debtors' estates; (g) perform any and all other legal services for the Debtors in connection with the Chapter 11 cases; (h) appear before the Court, any appellate courts and the U.S. Trustee and protect the interests of the Debtors' estates before those Courts and the U.S. Trustee; and (i) perform such legal services as the Debtors may request with respect to any matter. Husch Blackwell will be paid at these hourly rates: Partners/Senior Counsel $260-$815 Associates $210-$470 Paralegals $115-$325 During the 90 days prior to the Petition Date, Husch Blackwell received a total of $101,500 in payments from each of the Debtors for pre-petition fees and expenses. As of the Petition Date, Husch Blackwell has drawn against those payments in satisfaction of fees and expenses for pre-petition work performed in preparation of Debtors' bankruptcy filings. The remaining retainer, $24.17, is being held in Husch Blackwell's IOLTA account and shall not be draw upon post-petition without Court approval. Husch Blackwell will also be reimbursed for reasonable out-of-pocket expenses incurred. Vickie L. Driver, partner of Husch Blackwell LLP, 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. Husch Blackwell can be reached at: Vickie L. Driver, Esq. HUSCH BLACKWELL LLP 2001 Ross Avenue, Suite 2000 Dallas, TX 75201 Tel: (214) 999-6100 Fax: (214) 999-6170 Email: vickie.driver@huschblackwell.com About Foundation Healthcare, Inc. University General Hospital LLC is a 69-bed health care facility located at 7501 Fannin Street, Suite 100 Houston, Texas. Prior to its closure in January 2017, University General Hospital offered a full array of equipment and services including inpatient and outpatient medical treatments and surgeries. Foundation Healthcare Inc., a publicly traded Oklahoma corporation, was in the business of owning and managing facilities which operated in the surgical segment of the healthcare industry. It has ceased to conduct business operations and has no employees. Foundation Healthcare currently only has a contracted interim Chief Financial Officer and a contracted Chief Restructuring Officer, and one part time assistant. University General Hospital, doing business as Foundation Surgical Hospital of Houston, and its affiliate Foundation Healthcare filed Chapter 11 petitions (Bankr. N.D. Tex. Case Nos. 17-42570 and 17-42571) on June 21, 2017. The petitions were signed by Richard Zahn, manager. The cases are jointly administered before Judge Russell F. Nelms with Foundation Healthcare's case as the lead. The Debtors are represented by Vickie L. Driver, Esq. at Husch Blackwell LLP. The Debtors hire Michael S. Miller of Ankura Consulting Group, LLC, as chief restructuring officer. At the time of filing, University General disclosed $1 million to $10 million in assets and $1 million to $50 million in liabilities. Foundation Healthcare disclosed $1 million to $10 million in assets and liabilities. University General Hospital, Inc., sought bankruptcy protection (Bankr. S.D. Tex. Case No. 15-31097). The case was filed on Feb. 27, 2015. Foundation HealthCare completed its acquisition of University General Hospital in January 2016. Foundation HealthCare purchased the facility for $33 million in a court-approved sale. FOUNDATION HEALTHCARE: Hires Miller of Ankura as CRO ---------------------------------------------------- Foundation Healthcare, Inc., et al., seek authority from the U.S. Bankruptcy Court for the Northern District of Texas to employ Michael S. Miller of Ankura Consulting Group, LLC, as chief restructuring officer to the Debtors. Foundation Healthcare requires Ankura to: a. Mr. Miller to serve as CRO of the Debtors; b. assist the Debtors in their assessment of cash management and cash flow forecasting processes, including the monitoring of actual cash flow versus projections; c. assist the Debtors in their analysis of their liquidity, debt status, and capital structure; d. assist the Debtors in connection with Debtors' communications and negotiations with other parties, including their landlords, secured lenders, significant vendors, etc.; e. advise and assist the Debtors in the development of budgets for cash collateral, DIP financing, and other purposes; f. advise and assist the Debtors with management's preparation and review of monthly operating reports; g. assist the Debtors' bankruptcy counsel in gathering information, preparing exhibits and providing testimony at hearings on various motions for relief; h. assist the Debtors with their preparation of the required Schedules of Assets and Liabilities, and the Statements of Financial Affairs; i. advise and assist the Debtors' management team concerning various other financia or business disclosures and reporting requirements pertaining to the Chapter 11 proceedings; j. serve as a resource for management in the Debtors' interaction with financial advisors to any statutory committee appointed; k. assist in managing the "working group" professionals who are assisting the Debtors in the Chapter 11 process or who are working for the Debtors' various stakeholders to improve coordination of their effort and individual work product to be consistent with the Debtors' overall goals; l. assist the Debtors in other business and financial aspects of the Chapter 11 cases, including, but not limited to, development of a Disclosure Statement and Plan of Liquidation; m. upon conclusion of a sale or restructuring process, advise and assist management to analyze claims and potential objections to claims and avoidance actions, e.g., preference and fraudulent transfer actions, based on the proposed exit strategy; and n. provide advice and recommendations with respect to other related matters as the Debtors or their professionals may request from time to time, as agreed to by Ankura. Ankura will be paid at these hourly rates: Senior Managing Directors $850-950 Other Professionals $350-800 Paraprofessionals $150-250 As of the Petition Date, Ankura received $111,087 in retainer. However, in the months leading up to the Petition Date, Ankura received a combined total of $710,082 in payments from the Debtors for restructuring services. Ankura will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael S. Miller, managing director of Ankura Consulting Group, LLC, 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. Ankura can be reached at: Michael S. Miller ANKURA CONSULTING GROUP, LLC 16000 Dallas Parkway, Suite 100 Dallas, TX 75248 Tel: (214) 200-3680 About Foundation Healthcare, Inc. University General Hospital LLC is a 69-bed health care facility located at 7501 Fannin Street, Suite 100 Houston, Texas. Prior to its closure in January 2017, University General Hospital offered a full array of equipment and services including inpatient and outpatient medical treatments and surgeries. Foundation Healthcare Inc., a publicly traded Oklahoma corporation, was in the business of owning and managing facilities which operated in the surgical segment of the healthcare industry. It has ceased to conduct business operations and has no employees. Foundation Healthcare currently only has a contracted interim Chief Financial Officer and a contracted Chief Restructuring Officer, and one part time assistant. University General Hospital, doing business as Foundation Surgical Hospital of Houston, and its affiliate Foundation Healthcare filed Chapter 11 petitions (Bankr. N.D. Tex. Case Nos. 17-42570 and 17-42571) on June 21, 2017. The petitions were signed by Richard Zahn, manager. The cases are jointly administered before Judge Russell F. Nelms with Foundation Healthcare's case as the lead. The Debtors are represented by Vickie L. Driver, Esq. at Husch Blackwell LLP. The Debtors hire Michael S. Miller of Ankura Consulting Group, LLC, as chief restructuring officer. At the time of filing, University General disclosed $1 million to $10 million in assets and $1 million to $50 million in liabilities. Foundation Healthcare disclosed $1 million to $10 million in assets and liabilities. University General Hospital, Inc., sought bankruptcy protection (Bankr. S.D. Tex. Case No. 15-31097). The case was filed on Feb. 27, 2015. Foundation HealthCare completed its acquisition of University General Hospital in January 2016. Foundation HealthCare purchased the facility for $33 million in a court-approved sale. GEO COTEC CORP: Taps Raymond Moon as Accountant ----------------------------------------------- Geo Cotec Corporation seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to hire an accountant. The Debtor proposes to hire Raymond Moon, CPA to, among other things, provide financial analysis and payroll services; prepare tax returns and monthly operating reports; and assist in the preparation of cash flow projections required to formulate a bankruptcy plan. The firm will be paid a $366 retainer per month for payroll services and for the preparation of the Debtor's tax returns. All other matters will be billed at $195 per hour. Raymond Moon, a member of the firm, disclosed in a court filing that he and his firm are "disinterested" as defined in section 101(14) of the Bankruptcy Code. About Geo Cotec Corp. Geo Cotec Corp -- https://www.geocoteccorp.com -- offers retail and chain stores marketing solutions and beauty trend data from South Korea to maintain the domestic United States market up to date on latest trends. Geo Cotec Corporation, based in Englewood, New Jersey, filed a Chapter 11 petition (Bankr. D.N.J. Case No. 17-22910) on June 23, 2017. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Sang Park, president. The Hon. John K. Sherwood presides over the case. David Edelberg, Esq., at Cullen and Dykman LLP, serves as bankruptcy counsel. GETCHELL AGENCY: Taps Curtis Thaxter as Special Counsel ------------------------------------------------------- The Getchell Agency seeks authority from the U.S. Bankruptcy Court for the District of Maine to employ Curtis Thaxter, LLC, replacing Perkins Olson, P.A., as special counsel to the Debtor. Getchell Agency requires Curtis Thaxter to assist the Debtor with matters related to the Debtor's pending disputes with respect to certain claims asserted against the Debtor by: (a) the State of Maine, Department of Health and Human Services ("DHHS"); and (b) Peter Hyatt, in a proceeding pending before the Maine Human Rights Commission ("Hyatt Matter"). Curtis Thaxter will be paid at these hourly rates: Attorney $200-$300 Paralegal $75-$125 Curtis Thaxter will also be reimbursed for reasonable out-of-pocket expenses incurred. James L. Costello, managing partner of Curtis Thaxter LLC, 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. Curtis Thaxter can be reached at: James L. Costello, Esq. CURTIS THAXTER LLC 1 Canal Plaza, Suite 1000 Portland, ME 04101 Tel: (207) 774-9000 About The Getchell Agency Headquartered in Bangor, Maine, The Getchell Agency, aka Getchell Agency Inc, aka The Getchell Agency Inc, aka Getchell Agency filed for Chapter 11 bankruptcy protection (Bankr. D. Maine Case No. 16-10172) on March 25, 2016, estimating under $50,000 in assets and between $1 million and $10 million in liabilities. The petition was signed by Rena J. Getchell, president. The Debtor hires Strout & Payson, as counsel, and Curtis Thaxter, LLC, as special counsel. GFC PROPERTIES: Hires LSM CPA as Accountant ------------------------------------------- GFC Properties Inc., seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to employ LSM CPA, as accountant to the Debtor. GFC Properties requires LSM CPA to: -- prepare the necessary accounting papers and documents of the Debtor; and -- advise the Debtor as to accounting procedures. LSM CPA will be paid at the rate of $195 per month. The Firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Lissage Monbrun, owner of LSM CPA, 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. LSM CPA can be reached at: Lissage Monbrun LSM CPA 190 NE 199th St. Miami Beach, FL 33179 Tel: (305) 219-0060 E-mail: lmonbrun@lsmfirmcpa.com About GFC Properties Inc. 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. At the time of filing, the Debtor estimated assets and liabilities to be less than $50,000. The Debtor is represented by Sheleen G. Khan, Esq., at the Law Office of Sheleen G. Khan P.A. No trustee, or examiner or committee has been appointed in the Chapter 11 case. GRACIOUS HOME: B. Riley & Co. Acts as Exclusive Financial Advisor ----------------------------------------------------------------- B. Riley & Co., LLC, a full-service investment bank and a wholly-owned subsidiary of B. Riley Financial, Inc., acted as the exclusive financial advisor to Gracious Home (the "Company"), a luxury home retailer, in connection with its Chapter 11 bankruptcy proceeding. In addition to assisting with the sale of substantially all of the Company's assets to NEWGH, LLC, B. Riley helped the Company to secure a DIP facility from Gracious Home Lending, LLC, a special purpose vehicle formed by JMB Capital. The sale closed on July 3, 2017. B. Riley's deal team was led by Perry Mandarino and Adam Rosen. Trenk, DiPasquale, Della Ferra and Sodono served as legal counsel to the Company. About B. Riley & Co. B. Riley & Co., LLC is an investment bank which provides corporate finance, research, and sales & trading to corporate, institutional and high net worth individual clients. Investment banking services include initial, secondary and follow-on offerings, institutional private placements, and merger and acquisitions advisory services. The firm is nationally recognized for its highly ranked proprietary equity research. B. Riley & Co., LLC is a member of FINRA and SIPC. B. Riley Financial, Inc. is a publicly traded, diversified financial services company which takes a collaborative approach to the capital raising and financial advisory needs of public and private companies and high net worth individuals. The Company operates through several wholly-owned subsidiaries, including B. Riley & Co., LLC (www.brileyco.com), FBR Capital Markets & Co. (www.fbr.com), Wunderlich Securities, Inc. (www.wunderlichonline.com), Great American Group, LLC (www.greatamerican.com), and B. Riley Capital Management, LLC (which includes B. Riley Asset Management (www.brileyam.com), B. Riley Wealth Management (www.brileywealth.com), and Great American Capital Partners, LLC (www.gacapitalpartners.com)). The Company also makes proprietary investments in other businesses, such as the acquisition of United Online, Inc. (www.untd.com) in July 2016, where B. Riley Financial, Inc. is uniquely positioned to leverage its expertise and assets in order to maximize value. About Gracious Home Founded in 1963, Gracious Home LLC began as a small neighborhood hardware store on Manhattan's Upper East Side. Today, Gracious Home operates a housewares and home furnishings business at various leased retail store and warehouse locations and an internet-based business, all under the name "Gracious Home." Its retail locations are located at: (a) 1992 Broadway, New York, NY 10023; (b) 1210-1220 Third Avenue, New York, NY; (c) 1201 Third Avenue, New York, NY 10021; and (d) 45 West 25th Street, New York, NY 10010. Gracious Home LLC and its affiliates filed for bankruptcy protection (Bankr. S.D.N.Y. Case No. 16-13500) on Dec. 14, 2016. The Debtors estimated $10 million to $50 million in assets and liabilities as of the bankruptcy filing. The Debtors tapped Joseph J. DiPasquale, Esq., at Trenk, Dipasquale, Della Ferra & Sodono, P.C., as counsel; Saul Ewing LLP as special employment counsel; and K&L Gates LLP as special intellectual property counsel. The Debtors also tapped B. Riley & Co. as restructuring advisor; A&G Realty Partners, LLC, as real estate advisor; and Prime Clerk LLC as claims and noticing agent; Citrin Cooperman & Company, LLP, as tax advisor. The Office of the U.S. Trustee on Jan. 6, 2017, appointed five creditors to serve on an official committee of unsecured creditors. The Committee retained Seward & Kissel LLP as counsel, and Wyse Advisors, LLC, as financial advisor. GYMBOREE CORP: Can Assume Backstop Commitment Agreement ------------------------------------------------------- BankruptcyData.ocom reported that the U.S. Bankruptcy Court approved Gymboree's motion for entry of an order (i) authorizing (a) the Debtors to assume a backstop commitment agreement and (b) the payment and allowance of related fees and expenses as administrative claims. As previously reported, "Specifically, the Debtors seek: (a) the authority to (i) pay to the Backstop Commitment Parties upon the closing of each of the Rights Offerings a non-refundable aggregate premium in an amount equal to $4.0 million in the form of New Gymboree Common Shares or, in the event that the Backstop Commitment Agreement is terminated for any reason other than by the Debtors due to the failure of any Backstop Commitment Party to complete each of the Rights Offerings in violation of the Backstop Commitment Agreement or due to the breach of any Backstop Commitment Party of any representation, warranty or other agreement made by such Backstop Commitment Party pursuant to the Backstop Commitment Agreement, subject to certain conditions contained therein, $4.0 million in cash (i.e., 5.0 percent of the maximum Rights Offering Amount (such amount, the 'Maximum Rights Offerings Amount')) upon such termination (in either case, the 'Commitment Premium') and (ii) immediately begin to reimburse and pay the reasonable and documented fees and expenses of the Backstop Commitment Parties' legal and other advisors as provided for under the Backstop Commitment Agreement (the 'Expense Reimbursement'); and (b) the allowance of the Commitment Premium and Expense Reimbursement as administrative claims in accordance with the Backstop Commitment Agreement." About The Gymboree Corp. The Gymboree Corporation is a children's apparel retailer in North America, with 1,291 retail stores as of Jan. 28, 2017 operating under three brands: Gymboree; Janie & Jack (a higher-end offering launched in 2002); and Crazy 8 (a value-oriented line launched in 2007). The Company operates online stores at http://www.gymboree.com/, http://www.janieandjack.com/and http://www.crazy8.com/ In October 2010, Gymboree was acquired by Bain Capital Private Equity, LP and certain of its affiliated investment funds or investment vehicles managed or advised by it -- Sponsor -- for approximately $1.8 billion. The Gymboree Corp. and seven affiliates each filed a Chapter 11 voluntary petition (Bankr. E.D. Va. Lead Case No. 17-32986) on June 11, 2017. James A. Mesterharm, the Debtors' chief restructuring officer, signed the petitions. The cases are pending before the Honorable Keith L. Phillips. Gymboree had $755.5 million in assets and $1.36 billion in total liabilities as of March 14, 2017. Kirkland & Ellis LLP, is the Debtors' bankruptcy counsel. Kutak Rock LLP is the Debtors' local bankruptcy counsel. Munger, Tolles & Olson LLP is the Debtors' special counsel. Lazard Freres & Co. LLC is the investment banker. AlixPartners, LLP is the restructuring advisor. Prime Clerk LLC is the claims agent. Counsel to the Term Loan Agent and the DIP Term Loan Agent are Milbank, Tweed, Hadley & McCloy LLP; and McGuireWoods LLP. Rothschild & Co. also serves as advisor to the Term Loan Agent. Bain Capital Partners is represented by Weil Gotshal & Manges LLP. Counsel to the DIP ABL Administrative Agent are Morgan, Lewis & Bockius LLP; and Hunton & Williams LLP. Counsel to the DIP ABL Term Agent are Choate, Hall & Stewart LLP; and Whiteford Taylor Preston, LLP. The indenture trustee for the Debtors' senior unsecured notes is Deutsche Bank Trust Company Americas. Counsel to the ad hoc group of senior unsecured noteholders is Akin Gump Strauss Hauer & Feld LLP. On June 16, 2017, the Debtors filed a joint Chapter 11 plan of reorganization and disclosure statement. On June 22, 2017, the U.S. Trustee for Region 4 appointed an official committee of unsecured creditors. The committee hired Hahn & Hessen LLP as its bankruptcy counsel. HANGING HOOK: Hires Ehrhard & Associates as Counsel --------------------------------------------------- Hanging Hook Inc., seeks authority from the U.S. Bankruptcy Court for the District of Massachusetts to employ Ehrhard & Associates, P.C., as counsel to the Debtor. Hanging Hook requires Ehrhard & Associates to: a) give the Debtor legal advice with respect to its powers and duties as the Debtor in the Chapter 11 proceeding; b) perform on behalf of the Debtor necessary applications, answers, orders, reports and other legal papers requires for the bankruptcy proceedings; c) perform all other legal services for the Debtor which may be necessary herein, and it is necessary for the Debtor to employ an attorney for such professional services; and d) represent the Debtor with the sale, refinance or restructuring of the property of the Debtor. Ehrhard & Associates will be paid at these hourly rates: Attorney $300 Paralegal $150 Ehrhard & Associates received a retainer of $8,000, of which $6,283 is being held in escrow for legal fees and $1,717 is to be used for the filing fee pending future fee applications with the Bankruptcy Court. Ehrhard & Associates will also be reimbursed for reasonable out-of-pocket expenses incurred. James P. Ehrhard, partner of Ehrhard & Associates, P.C., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Ehrhard & Associates can be reached at: James P. Ehrhard, Esq. EHRHARD & ASSOCIATES, P.C. 250 Commercial Street, Ste 410 Worcester, MA 01608 Tel: (508)791-8411 E-mail: ehrhard@ehrhardlaw.com About Hanging Hook Inc. Hanging Hook Inc., filed a Chapter 11 bankruptcy petition (Bankr. D. Mass. Case No. 41271) on July 12, 2017, disclosing under $1 million in both assets and liabilities. The Debtor hired James P. Ehrhard, Esq., at Ehrhard & Associates, P.C. HAUBERT HOMES: Committee Hires Alan L. Frank as Special Counsel --------------------------------------------------------------- The Official Committee of Unsecured Creditors of Haubert Homes, Inc., seeks authorization from the U.S. Bankruptcy Court for the Middle District of Pennsylvania to retain Alan L. Frank Law Associates, P.C., as special counsel to the Committee. The Committee anticipates that the Debtor -- with the consent of the Committee -- will file an amended plan of liquidation wherein, if confirmed by the Court, the Committee shall be dissolved and the right to pursue any and all causes of actions would be transferred to the post-confirmation estate. The post-confirmation estate, administered jointly by Joshua T. Klein and Robert Chernicoff, as plan administrators, would monitor Alan L. Frank, as special litigation counsel, in its pursuit claims against various parties including insiders of the Debtor. Because the plan of liquidation is still being drafted, the Committee submits the Application in connection with the Motion to Authorize so that the complaints can be timely filed. The Committee requires Alan L. Frank to: -- investigate and commence, if necessary, any and all causes of action related to transfers made by the Debtor to, or on behalf of, to various insiders and other defendants including preference defendants; and -- engage in the discovery of documents and information relating to the aforementioned claims, taking depositions, and other efforts pertaining to these claims, including litigating the claims, if necessary, to judgment, and negotiating settlement of the claims. Alan L. Frank will be paid a contingency fee at the rate of 33.3% of the gross recovery secured from any verdict or settlement. Alan L. Frank, principal shareholder of Alan L. Frank Law Associates, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtor; (b) has not been, within two years before the date of the filing of the Debtor' chapter 11 petition, directors, officers or employees of the Debtor; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtor, or for any other reason. Frank can be reached at: Alan L. Frank, Esq. ALAN L. FRANK LAW ASSOCIATES 135 Old York Road Jenkintown, PA 19046 Tel: (215) 935-1000 About Haubert Homes, Inc. Haubert Homes, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No. 15-03340) on August 3, 2015. The petition was signed by Don E. Haubert, Sr., president. The case is assigned to Judge Mary D. France. Robert E Chernicoff, Esq., at Cunningham Chernicoff & Warshawsky, P.C., serves as bankruptcy counsel. At the time of the filing, the Debtor estimated its assets and liabilities at $1 million to $10 million. The Official Committee of Unsecured Creditors of Haubert Homes, Inc., was appointed on September 11, 2015. The Committee hired Fox Rothschild LLP, as counsel, and Alan L. Frank Law Associates, P.C., as special counsel. HAYWARD INDUSTRIES: Moody's Assigns B3 CFR; Outlook Stable ---------------------------------------------------------- Moody's Investors Service assigned a first time B3 Corporate Family Rating (CFR) and B3-PD Probability of Default Rating to Hayward Industries, Inc. Moody's also assigned a B3 (LGD 3) rating to the company's proposed $850 million first lien term loan and a Caa2 (LGD 6) rating to a proposed $285 million second lien term loan. The rating outlook is stable. Proceeds from the facilities will be used to fund the acquisition of Hayward by several financial sponsors and repay existing indebtedness. Hayward expects the acquisition to close in August 2017. Post acquisition, Hayward will be majority owned by private equity firms CCMP Capital Advisors, L.P. and MSD Partners, L.P. Alberta Investment Management Corporation will be a minority owner, and management will maintain a small ownership position. Ratings assigned: Corporate Family Rating at B3 Probability of Default Rating at B3-PD First lien term loan due 2024 at B3 (LGD 3) Second lien term loan due 2025 at Caa2 (LGD 6) The rating outlook is stable. RATINGS RATIONALE Hayward's B3 Corporate Family Rating reflects its very high financial leverage, an aggressive financial policy, and the cyclical nature of the industry in which it competes. The rating also reflects its good margins and its position as one of four primary suppliers of pool equipment. The first lien term loan is rated B3, the same as the Corporate Family Rating, because it represents the preponderance of debt in the capital structure. It has a lower priority interest (second lien) on current assets, which are secured on a first lien basis by the company's $250 million asset based revolving credit facility. The second lien term loan is rated Caa2, two notches below the Corporate Family Rating, reflecting the substantial amount of higher priority debt in the capital structure. The stable outlook incorporates Moody's expectation that Hayward will remain a very highly leveraged company, but that earnings will grow, and that free cash flow will remain positive. Ratings could be downgraded if earnings decline, liquidity weakens, or debt to EBITDA remains above 7.0 times. Ratings could be upgraded if debt to EBITDA is sustained below 5.0 times and the company maintains good liquidity. Hayward Industries, Inc. is a manufacturer of swimming pool equipment including pumps, heaters, sanitizers, filters, cleaners, and more. It's largest market is the U.S. (approximately 69% of sales). Revenue for the 12 months ended April 1, 2017 was $647 million. The principal methodology used in these ratings was that for the Consumer Durables Industry published in April 2017. HD SUPPLY: S&P Assigns B+ Corp. Credit Rating, Outlook Stable ------------------------------------------------------------- S&P Global Ratings assigned its 'B+' corporate credit rating to water infrastructure products distributor HD Supply Waterworks Ltd. The outlook is stable. S&P said, "We also assigned our 'B+' issue-level rating to the CD&R Plumb Buyer LLC's (an affiliate of HD Supply Waterworks Ltd. that will be merged into Waterworks following closing) proposed $1.075 billion seven-year first-lien term loan and our 'B-' issue-level rating to it's proposed $475 million of eight-year senior unsecured notes. The '3' recovery rating on the secured term loan indicates our expectation for meaningful (50%-70%; rounded estimate: 60%) recovery to lenders in the event of a default, while the '6' recovery rating on the senior unsecured notes reflects expectations for a negligible (0%-10%; rounded estimate: 0%) recovery. "Our ratings on HD Supply Waterworks Ltd. reflect its position as the largest distributor in the highly fragmented water infrastructure products sector (pipes, valves, fittings, meters, and fire protection components) serving municipal and private water authorities, private nonresidential and residential construction contractors, and maintenance/repair companies. "The stable rating outlook on HD Supply Waterworks Ltd. reflects our expectation that revenues will continue to increase, with mid-single percentage growth from both organic and acquisitive growth, but that we forecast leverage to remain above 5x over the next 12 months. Sales growth should be driven by increased commercial and residential construction growth over the next several years, as well as by the need for investment in water infrastructure in the U.S. due to the advancing age of much of the municipal and private water systems. We also expect the company will pursue incremental growth through bolt-on acquisitions. "We could lower our corporate credit rating on Waterworks to 'B' if the company fails to reduce debt leverage to about 6x in line with our forecast over the next year. We could also lower our rating if there is an increase in debt leverage caused by a large debt-financed acquisition or dividend, or a reversal in sales and EBITDA trends such that interest coverage fell below 2.5x on a sustained basis. We estimate that an EBITDA decline of about 20% from projected levels could result in such weakened interest coverage measures. "Given the current high level of debt leverage, we view an upgrade as unlikely over the next 12 months. For an upgrade to be considered, improvement in leverage measures would have to materialize faster than we expect, either through greater-than-expected revenue growth or accretive acquisitions that resulted in leverage of under 5x. This would require revenue growth of about 15% over the next 12 months and EBITDA margins of greater than 10%. In addition, we would only upgrade the rating with a commitment from new owner Clayton, Dubilier & Rice to maintain debt leverage below 5x." HHGREGG INC: Employee Incentive Program Approved ------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of Indiana approved a key employee incentive program for certain employees of hhgregg, Inc., including Kevin J. Kovacs, the Chief Executive Officer and Chief Financial Officer of the Company. The KEIP is designed to incentivize certain members of executive management who are expected to remain with the Company during the wind-down of the Company and its subsidiaries to achieve benchmarks that will maximize creditor value in connection with the store closing sales and promote monetization of additional assets and control of expenses to be incurred during the wind-down of the Company and its subsidiaries. Payments under the KEIP are tied to five performance goals including: (i) total cash receipts over the course of the store closing process and the Company's wind-down, starting April 23, 2017 through March 31, 2018, with target receipts of $90 million to $110 million; (ii) total cash disbursements over the anticipated life of the bankruptcy case, starting April 23, 2017 through March 31, 2018, with a target of $80 million to $85 million; (iii) net recovery from the Company's phase 2 store closing sales, expressed as a percentage of the cost of the inventory, with a target of 62% to 65%; (iv) the date by which the Company vacates its headquarters, with a target date of August 31, 2017; and (v) cash collected from, and offsets achieved on account of, vendor credits for which the Company or its subsidiaries may be eligible, starting May 25, 2017 through March 31, 2018, with a target of $6.5 million to $7.5 million. If all target amounts under the KEIP are achieved, the KEIP will award a total of $675,000 in bonuses. The maximum amount payable under the KEIP -- which would only result from extraordinary performance under each of the five KEIP Metrics -- is $1.85 million. Payments under the KEIP Metrics will be made in two phases: (i) on August 31, 2017, for each metric other than the Cash Disbursements Metric, an amount equal to 50% of awards achieved under each such metric as of such date, up to an aggregate payment cap of $250,000; plus (ii) on March 31, 2018, (a) an amount equal to the incremental achievement under each metric other than the Cash Disbursements Metric since August 31, 2017, plus (b) amounts achieved under the Cash Disbursements Metric as of March 31, 2018, plus (c) amounts that had accrued as of August 31, 2017, which were not paid on that date, without duplication. 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 http://www.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. The Committee retained Province Inc. as 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. Counsel to the FILO Agent is Stuart Brown, Esq., at DLA Piper LLP. * * * When hhgregg filed for Chapter 11 bankruptcy, 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, and 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. In an April order, the Bankruptcy 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. As of June 8, 2017, the Debtors have completed store closing sales in all its stories. 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. IGNITE RESTAURANT: Brixmor Property Objects to Asset Sale Process ----------------------------------------------------------------- BankruptcyData.com reported that Brixmor Property Group filed with the U.S. Bankruptcy Court an objection to Ignite Restaurant Group, Inc.'s emergency motion for an order authorizing and scheduling an auction at which the Debtors will solicit the highest or best bid for the sale of substantially all of the Debtors' assets; approving bidding procedures related to conduct of auction; approving a break-up fee, the proposed sale of the Debtors' assets, the auction and the sale hearing and approving the sale of the assets to the party submitting the highest or best bid. The objection asserts, "While Brixmor does not generally object to a sale of the Debtor's assets to maximize the value of the estate for the benefit of all creditors, including Brixmor, Brixmor does object to any proposed assumption and assignment of the BRE Lease unless Debtor and/or any proposed assignee complies with all of the requirements of Sections 365 of the Bankruptcy Code. Absent the ability, or willingness, of the Debtor and a proposed assignee to satisfy said requirements, any proposed assumption and assignment to the eventual buyer (the 'Buyer') or any other successful bidder must be denied. In addition, the amount set forth in the Notice for the Cure of the BRE Lease does not accurately reflect the total amount owing under the Lease, and does not provide for the payment of certain accruing charges under the Lease." About Ignite Restaurant Ignite Restaurant Group, Inc., et al., operate two well-known restaurant brands, Joe's Crab Shack and Brick House Tavern + Tap that offer a variety of high-quality food and beverages in a distinctive, casual, high-energy atmosphere. They operate 130+ restaurants and have three international franchise locations, and employ about 8,400 employees. On June 6, 2017, Ignite Restaurant Group and its affiliates filed for bankruptcy in Texas (Bankr. S.D. Tex. Lead Case No. 17-33550). The petitions were signed by Jonathan Tibus, chief executive officer. The Hon. David R. Jones presides over the Debtors' cases. Ignite Restaurant Group and its affiliated debtors sought bankruptcy protection to facilitate a sale of its business to a private equity firm for $50 million in cash plus the assumption of certain liabilities. As of April 30, 2017, the Debtors reported $153.4 million in total assets and $197.4 million in total liabilities. The Debtors have employed King & Spalding LLP as legal counsel; Jonathan Tibus, managing director at Alvarez & Marsal North America, as their chief executive officer; Piper Jaffray & Co. as investment banker; Hilco Real Estate, LLC as real estate advisor; and Garden City Group as their claims and noticing agent. On June 21, 2017, a five-member panel was appointed as the official unsecured creditors committee in the Debtors' cases. The Committee has retained Cole Schotz P.C. and Pachulski Stang Ziehl & Jones LLP as counsel. IMPERIAL METALS: Moody's Cuts CFR to Caa2; Outlook Negative ----------------------------------------------------------- Moody's Investors Service downgraded Imperial Metals Corporation's Corporate Family rating to Caa2 from Caa1, Probability of Default rating to Caa2-PD from Caa1-PD, and senior unsecured rating to Caa3 from Caa2. The company's speculative liquidity rating was lowered to SGL-4 from SGL-3. Imperial's outlook was changed to negative from positive. "The downgrade and negative outlook reflect Imperial's announcement that production will not meet its guidance, it will breach bank covenants, require additional financing and it will review strategic alternatives" said Jamie Koutsoukis, Moody's vice-president. Downgrades: -- Issuer: Imperial Metals Corporation -- Probability of Default Rating, Downgraded to Caa2-PD from Caa1-PD -- Speculative Grade Liquidity Rating, Downgraded to SGL-4 from SGL-3 -- Corporate Family Rating, Downgraded to Caa2 from Caa1 -- Senior Unsecured Regular Bond/Debenture, Downgraded to Caa3 from Caa2 (LGD4) Outlook Actions: -- Issuer: Imperial Metals Corporation -- Outlook, Changed To Negative From Positive RATINGS RATIONALE Imperial Metal's Caa2 Corporate Family rating (CFR) is driven by Moody's view that Imperial's capital structure is likely untenable, with LTM adjusted debt/EBITDA around 12x, nearly all of its CAD$800 million of debt due in less than two years, its assertion it will not meet its bank covenants, continuing negative free cash flow and a lack of liquidity, and the company's announcement that it is considering strategic alternatives. Though the Red Chris mine has been in commercial production since July 2015 and the Mount Polley mine resumed normal operations in June 2016 following its tailing dam breach, copper production at both sites has been lower than guidance and Imperial is in the process of revising mine plans at each operation. Adjusted leverage is high (11.6x at Q1/17) and the company continues to generate negative free cash flow (negative CAD$36 million LTM Q1/17) because of the weaker production levels. Additionally, the company is exposed to volatility in commodity prices, particularly copper. The Red Chris and Mount Polley mines benefit from locations in a favorable mining jurisdiction (Canada), long reserve lives, and metal diversity (2016 revenues were 64% from copper and 34% from gold). Imperial's liquidity is weak (SGL-4). Imperial has said it will not meet certain financial covenants under its bank credit facility, it has requested a waiver, it needs additional financing and it is considering all of its options, including a review of strategic alternatives. The company had previously amended certain financial covenants under the credit facility for the March 31, June 30 and September 30, 2017 reporting periods in the first quarter of 2017. Moody's believes Imperial's CAD$800 million in debt will likely be addressed in one restructuring, as it has upcoming maturities of its CAD$200 million revolver due March 2018, its CAD$50 million second lien credit facility due August 2018 and its US$325 million senior unsecured notes due March 2019. Imperial had cash of CAD$7 million at March/17. Unused revolver availability of CAD$20 million is presumed not available given the expected covenant breach. Imperial consumed CAD$36 million in free cash flow LTM March 17. The negative outlook reflects Moody's view that at 12x adjusted LTM debt/EBITDA, Imperial's capital structure is likely untenable, and that all of its CAD$800 million in debt is likely to be restructured. A lower rating would occur if Moody's expects an imminent default. A higher rating would require Imperial to successfully address all of its upcoming debt maturities and improve and sustain its operating performance, including the generation of sustainable positive free cash flow and a reduction of leverage towards 6x. The USD$325 million senior unsecured notes are rated one notch below the corporate family rating because of the prior ranking of the first and second lien facilities. Imperial Metals Corporation wholly-owns Red Chris and Mount Polley - both open pit copper/ gold mines located in British Columbia, Canada, and 100% of Huckleberry (on care and maintenance), an open pit copper mine also located in British Columbia. Mount Polley incurred a breach of its tailings dam in August, 2014, and received authorization to resume normal operations in June 2016. Red Chris achieved commercial production on July 1, 2015. The principal methodology used in these ratings was Global Mining Industry published in August 2014. INFINITY ACQUISITION: S&P Affirms B CCR, Outlook Negative --------------------------------------------------------- S&P Global Ratings revised its rating outlook on New York City-based Infinity Acquisition LLC, the parent of Ipreo Holdings LLC (collectively referred to as Ipreo), to negative from stable and affirmed its 'B' corporate credit rating on the company. At the same time, S&P said, "we affirmed our 'B+' issue-level rating on the company's senior secured first-lien credit facility. The '2' recovery rating remains unchanged, indicating our expectation for substantial recovery (70%-90%; rounded estimate: 75%) of principal in the event of a payment default. "We also affirmed our 'CCC+' issue-level rating on the company's senior unsecured notes. The '6' recovery rating remains unchanged, indicating our expectation for negligible recovery (0%-10%; rounded estimate: 5%) of principal in the event of a payment default." The negative rating outlook reflects Ipreo's weakening credit metrics over the past several quarters, which has resulted in minimal cash flow generation and adjusted leverage being very elevated at about 10x as of March 31, 2017. S&P said, "While we expect Ipreo's credit metrics to improve throughout 2017 as a result of increased equity issuance volume compared to 2016, we still expect its credit metrics to be weaker compared to its 'B' rated peers. Additionally, the company's exposure to volatile financial market transaction volumes creates some downside risk to our expected forecast. "The negative outlook on Ipreo reflects our expectation that the company's free operating cash flow (FOCF) generation will improve in 2017, though its FOCF to debt will remain below 5% and could be negatively affected by weaker-than-expected financial market conditions. We also expect the company's adjusted leverage to remain very elevated, though improving to about 8x in 2017 and about 7x in 2018. "We could lower our corporate credit rating on Ipreo over the next year if its FOCF to debt remains below 5%. This could result from poor operating performance in multiple product lines, stemming from reduced capital markets activity, market share losses to competitors, or debt-financed acquisitions or dividends to shareholders. "We may revise the outlook on Ipreo to stable if we expect the company to generate FOCF to debt in excess of 5% on a sustained basis. We would expect this to occur if Ipreo expands its market share, experiences stronger growth in its more volatile transaction-based businesses, and improves its EBITDA margin. We also expect the company to maintain adequate liquidity, subject to the financial markets' ongoing health." IPSIDY INC: Cherry Bekaert LLP Raises Going Concern Doubt --------------------------------------------------------- Ipsidy Inc. filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K, disclosing a net loss of $9.85 million on $1.93 million of total revenues for the year ended December 31, 2016, compared with net loss of $36.68 million on $735,364 of total revenues for the year ended December 31, 2015. The audit report of Cherry Bekaert LLP in Fort Lauderdale, Fla., states that Company incurred a net loss of $9,851,403 and $36,679,169 in 2016 and 2015, respectively, and generated negative operating cash flows of $3,788,974 and $2,462,728 in 2016 and 2015, respectively. As of December 31, 2016, the accumulated deficit was $48,925,993. These factors raise substantial doubt about the Company's ability to continue as a going concern. At December 31, 2016, Ipsidy had total assets of $12.55 million, total liabilities of $25.80 million, and $13.25 million in total stockholders' deficit. A full-text copy of the Form 10-K is available at: http://bit.ly/2ummQbP About Ipsidy Inc. Ipsidy Inc. (formerly ID Global Solutions Corporation) develops secure biometric identity management and electronic transaction solutions for government, enterprise, and consumer markets in the United States and internationally. The Company was founded in 2009 and is headquartered in Long Beach, New York. J.G. NASCON: Peak Buying John Deere 544J Loader for $42.5K ---------------------------------------------------------- J.G. Nascon, Inc., asks the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to authorize the sale of 2004 John Deere 544J Loader with s/n DW544JT590799 to Peak Equipment, LLC for $42,500. In 2004, the Debtor purchased the 544J Loader with an estimated value of approximately $42,500. Prior to the Filing Date, M&T Bank made various loans to the Debtor, including to finance the purchase of the 544J Loader. The Lender claims a first position, blanket lien on all of the Debtor's assets, tangible and intangible, including the 544J Loader, pursuant to these loan documents: a. The Line of Credit — On June 26, 2013, the Fourth A&R Note was amended and restated in its entirety by that certain Amended and Restated Revolving Demand Note in the original principal amount of $3,350,000 dated June 26, 2013, which was subsequently amended through Jan. 15, 2014. b. The 2012 Tenn Loan — On July 27, 2012, the Lender made a term loan to the Debtor in the original principal amount of $300,000 evidenced by a loan agreement and term note of the same date. c. The 2013 Tenn Loan - On Oct. 1, 2013, the Lender made a term loan to the Defendant in the original principal amount of $750,000 evidenced by a loan agreement and term note of the same date. In September 2014, the Lender confessed judgment against the Debtor in the amount of $4,321,207 in the Court of Common Pleas of Delaware County, Pennsylvania. That judgment was subsequently opened and subject to litigation as of the Filing Date. As of the Filing Date, the Debtor owned, and continues to own, the 544J Loader. The Debtor proposes to sell the 544J Loader for no less than $42,500 and has actively marketed it. It proposes to sell the 544J Loader to the Buyer for a total purchase price of $42,500 free and clear of liens, claims, encumbrances and interests. The closing on the Purchase Offer and subsequent agreement of sale will occur within five days after the Court approves the same. The Debtor and Lender have agreed to a distribution of the sale proceeds. The sale proceeds will serve as a principal curtailment payment to reduce the principal balance due and owing to M&T Bank in connection with the JG Nascon Loans. The Lender has advised the Debtor that the Lender will consent to the sale of the 544J Loader provided that the Lender receives, upon the closing of the sale, the total of $36,125 for the 544J Loader. Nothing in the Motion or the Order will alter or relieve the Debtor of its obligation to make all adequate protection payments to M&T Bank when due in accordance with the terms of any cash collateral order entered by the Court. The Debtor avers that, with the sale of the 544J Loader, its estate will receive a total of $6,375 to assist in its reorganization efforts. Its operations will not be diminished by the sale of the 544J Loader. The Debtor thus believes that the sale of the 544J Loader will provide the best result for its estate and creditors. About J.G. Nascon J.G. Nascon, Inc., is a heavy and highway construction property located in Eddystone, Pennsylvania, providing full-service site contracting to the tri-state region. As of Dec. 4, 2015, the company has approximately 25 employees. J.G. Nascon, Inc., sought Chapter 11 protection (Bankr. E.D. Pa. Case No. 15-18704) on Dec. 4, 2015, in Philadelphia. The Debtor estimated $1 million to $10 million in assets and debt. The Debtor tapped Albert A. Ciardi, III, Esq., and Jennifer E. Cranston, Esq., at Ciardi Ciardi & Astin, P.C., as attorneys. KAMAN CORP: S&P Affirms BB+ CCR, Outlook Revised to Stable ---------------------------------------------------------- S&P Global Ratings revised its outlook on Kaman Corp. to stable from negative and affirmed its 'BB+' corporate credit rating on the company. S&P said, "The outlook revision reflects our belief that Kaman's credit metrics will improve and return to levels that we consider appropriate for the current rating over the next 12 months. This improvement will be supported by solid growth in the company's aerospace segment, increasing margins and a likely return to revenue growth in its distribution segment, and some debt repayment. Specifically, we expect that the company's operating cash flow (OCF)-to-debt ratio will improve to 24%-28% in 2017 from 23% in 2016. "The stable outlook on Kaman reflects our expectation that the company's earnings will increase modestly over the next year due to solid demand in its aerospace segment and improving margins in its industrial distribution segment (though its sales in this segment will likely remain flat). We also expect management to undertake some modest debt repayment, which should help to improve the company's credit metrics (including by increasing its OCF-to-debt ratio above 25% in 2017). "We could lower our rating on Kaman if the revenue from the company's industrial distribution segment declines unexpectedly, if delays in aerospace orders reduce its profitability, or if a larger-than expected acquisition causes its OCF-to-debt ratio to remain below 25% over the next 12 months. "Although unlikely in the next 12 months, we could raise our rating on Kaman if the demand in its aerospace segment or the margins in its distribution segment improve by more than we expect or if the company dedicates more cash to reduce its debt, causing its OCF-to-debt remain above 30%. We would also require management to commit to maintain this ratio above that threshold." KAYE & SONS: Hires Pulman Cappuccio as Counsel ---------------------------------------------- Kaye & Sons Site Development, LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of Texas to employ Pulman Cappuccio Pullen Benson & Jones, LLP, as counsel to the Debtor. Kaye & Sons requires Pulman Cappuccio to: a. take all necessary actions to protect and preserve Debtor's estate, including the prosecution of actions on Debtor's behalf, the defense of any action commenced against Debtor, the negotiation of disputes in which Debtor is involved, and preparation of objections to claims filed against Debtor's estate; b. prepare on behalf of Debtor any necessary applications, answers, complaints, motions, objections, responses, orders, reports, and any other pleadings and court filings in connection with the administration and prosecution of the bankruptcy case; c. advise and consult with Debtor concerning legal questions regarding all aspects of the bankruptcy case, including issues regarding administering the bankruptcy estate's assets, sale or lease of such assets, claims and objections to claims, and any appropriate litigation including avoidance actions or affirmative claims of the estate against third parties, in both bankruptcy court and other necessary judicial forums; and d. perform all other necessary legal services in connection with the bankruptcy case. Pulman Cappuccio will be paid at these hourly rates: Partner $300-$475 Associates $200 Paralegal $160 On June 23, 2017, the Pulman Cappuccio received a $17,000 retainer from the Debtor as security for payment for consultation and services to be rendered for the Debtor. The Firm incurred fees and expenses in the amount of $4,292 for pre-petition legal services rendered since June 22, 2017, in connection with preparing for the filing of the Chapter 11 case and providing advice on bankruptcy law issues, including the filing fee for the Bankruptcy Case. The Firm holds a retainer in the total amount of $12,708. Pulman Cappuccio will also be reimbursed for reasonable out-of-pocket expenses incurred. Thomas Rice, partner of Pulman Cappuccio Pullen Benson & Jones, LLP, 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. Pulman Cappuccio can be reached at: Thomas Rice, Esq. PULMAN CAPPUCCIO PULLEN BENSON & JONES, LLP 2161 N.W. Military Highway, Suite 400 San Antonio, TX 78213 Tel: (210) 222-9494 Fax: (210) 892-1610 E-mail: trice@pulmanlaw.com About Kaye & Sons Site Development, LLC Kaye & Sons Site Development, LLC, based in Corpus Christi, Texas, filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 17-20283) on June 24, 2017. The Hon. Marvin Isgur presides over the case. Thomas Rice, Esq., at Pulman Cappuccio Pullen Benson & Jones, LLP, 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 Douglas Kaye, managing member. KAZBAR LLC: Hires Stephen Henry as Accountant --------------------------------------------- Kazbar, L.L.C., et al., seek authority from the U.S. Bankruptcy Court for the District of Arizona to employ Stephen Henry CPA, PLLC, as accountant to the Debtors. Kazbar, L.L.C requires Stephen Henry to: a. assist the Debtors' statements of financial affairs and schedules; b. provide the services necessary to prepare the Debtors' federal and state tax returns during the pending bankruptcy cases; c. assist the Debtors with their monthly operating reports; d. provide accounting advice to the Debtors in connection with the reorganization efforts and related actions; e. assist in the reconciliation of tax payments with the Internal Revenue Service and Arizona Department of Revenue; and f. help as necessary with exhibits to the disclosure statements and plans of reorganization. Stephen Henry will be paid at the hourly rate of $150. The Firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Stephen Henry, partner of Stephen Henry CPA, PLLC, 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. Stephen Henry can be reached at: Stephen Henry STEPHEN HENRY CPA, PLLC 7702 E Doubletree Ranch Road Scottsdale, AZ 85258 Tel: (602) 266-1498 About Kazbar and Cowboy Ciao Cowboy Ciao LLC operates a restaurant in downtown Scottsdale, Arizona, known as Cowboy Ciao. The restaurant offers New American meals with Southwestern accents dished out in funky environs decorated with cowboy art. Cowboy Ciao and affiliate Kazbar LLC, also based in Scottsdale, filed separate Chapter 11 petitions (Bankr. D. Ariz. Lead Case No. 17-07611) on July 3, 2017. The Hon. Daniel P. Collins presides over the cases. Hilary L Barnes, Esq., and Philip J Giles, Esq., at Allen Barnes & Jones, PLC, serves as the Debtors' bankruptcy counsel. In its petition, Kazbar estimated $50,000 to $100,000 in assets and $500,000 to $1 million in liabilities. Cowboy Ciao estimated $500,000 to $1,000,000 in assets, and $1 million to $10 million in liabilities. The petitions were signed by Peter Kasperski, member of Spaghetti Western Productions LLC. Cowboy Ciao and Kazbar previously sought Chapter 11 protection (Bankr. D. Ariz. Case No. 12-14671 and 12-14666) on June 29, 2012. KEELER'S MEDICAL: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------------- The Office of the U.S. Trustee on July 17 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Keeler's Medical Supply, Inc. About Keeler's Medical Supply Keeler's Medical Supply, Inc., is a Washington corporation engaged in the business of selling and leasing medical supplies and equipment as well as providing services related to such medical supplies and equipment. Keeler's headquarters and principal plase of business are located at 2001 West Lincoln Avenue in Yakima, Washington. Keeler's was formed in 1971. The common stock of Keeler's is owned as follows: (a) 91.35% by the Estate of Sharon Vetsch; (b) 6.51% by Charles E. Vetsch, Jr. (the President and Chief Executive of Keeler's); and (c) 2.14% by Clinton T. Vetsch. Keeler's Medical Supply filed a Chapter 11 petition (Bankr. E.D. Wash. Case No. 17-01849) on June 15, 2017, estimating assets of less than $50,000 and liabilities of $1 million to $10 million. The petition was signed by Charles Vetsch, president. Roger William Bailey, Esq., at Bailey & Busey PLLC serves as the Debtor's legal counsel. KEYSTONE TUBE: Hires Deloitte & Touche as Independent Auditors -------------------------------------------------------------- Keystone Tube Company, LLC, et al., seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Deloitte & Touche LLP, as independent auditors to the Debtors. Keystone Tube requires Deloitte & Touche to: a. perform an integrated audit in accordance with the standards of the Public Company Accounting Oversight Board, including expressing opinions on (i) the fairness of the presentation of the Debtors' financial statements for the year ending December 31, 2017, in conformity with accounting principles generally accepted in the U.S., and (ii) the effectiveness of the Debtors' internal control over financial reporting as of December 31, 2017; b. report on the Debtors' compliance with certain terms, covenants, provisions, or conditions of the Debtors' Credit and Guaranty Agreement, dated December 8, 2016, as amended on March 31, 2017 and further amended on April 6, 2017, with certain lenders and Cantor Fitzgerald Securities as the administrative agent and collateral agent; and c. review the Debtors' condensed interim financial information in accordance with the Public Company Accounting Oversight Board standards for each of the quarters in the year ending December 31, 2017. Deloitte & Touche will be paid at these hourly rates: Partner/Principal/Managing Director $675 Senior Manager $475 Manager $425 Senior Staff $325 Staff $250 Prior to the petition date, the Debtors paid Deloitte & Touche $185,000 for auditing services as initial retainer payment. Deloitte & Touche will also be reimbursed for reasonable out-of-pocket expenses incurred. Michele L. Simpson, partner of Deloitte & Touche LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtors; (b) has not been, within two years before the date of the filing of the Debtors' chapter 11 petition, directors, officers or employees of the Debtors; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. Deloitte & Touche can be reached at: Michele L. Simpson DELOITTE & TOUCHE LLP 4550 East 53rd Street, Suite 110 Davenport, IO 52807 Tel: (563) 322-4415 About Keystone Tube Company, LLC Founded in 1890, and based in Oak Brook, Illinois, A. M. Castle & Co. (OTCQB:CASL) is a global distributor of specialty metal and supply chain services, principally serving the producer durable equipment, commercial aircraft, heavy equipment, industrial goods, construction equipment, and retail sectors of the global economy. It specializes in the distribution of alloy and stainless steels; nickel alloys; aluminum and carbon. Together, A.M. Castle and its affiliated companies operate out of 21 metals service centers located throughout North America, Europe and Asia. The Company disclosed $339.2 million in assets and $388.4 million in liabilities as of March 31, 2017. On June 18, 2017, A.M. Castle & Co., Keystone Tube Company, LLC, and three related entities sought Chapter 11 protection to seek confirmation of a Prepackaged Joint Chapter 11 Plan of Reorganization. The cases are jointly administered under the lead case of Keystone Tube Company (Bankr. D. Del. Case No. 17-11330) and are pending before the Honorable Laurie Selber Silverstein. The Debtors tapped Pachulski Stang Ziel & Jones LLP as counsel, Imperial Capital, LLC, as financial advisor, Deloitte Tax LLP, as tax advisor; Deloitte & Touche LLP as tax auditor; and Fenwick & West LLP, as tax counsel. Kurtzman Carson Consultants LLC is the claims and solicitation agent. Creditors that are parties to the Restructuring Support Agreement ("Consenting Creditors") tapped Paul, Weiss, Rifkind, Wharton & Garrison LLP as legal counsel; Conaway Stargatt & Taylor, LLP, as co-counsel; and Ducera Partners LLC, as financial advisor. Consenting Creditor SGF, Inc tapped Goodwin Procter LLP and Pepper Hamilton LLP as counsel. Shipman Goodwin LLP serves as counsel to the First Lien Agent. No official committee has been appointed in the case. KEYSTONE TUBE: Hires Deloitte Tax as Tax Services Provider ---------------------------------------------------------- Keystone Tube Company, LLC, et al., seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Deloitte Tax LLP, as tax services provider to the Debtors. Keystone Tube requires Deloitte Tax to: a. advise the Debtor on the cash tax effects of restructuring and bankruptcy and the post-restructuring tax profile, including plan of reorganization tax costs; b. advise regarding the restructuring and bankruptcy emergence process from a tax perspective, including the tax work plan; c. advise on the cancellation of debt income for tax purposes under the Internal Revenue Code section 108; d. advise on post-bankruptcy tax attributes; e. advise on potential effect of the alternative minimum tax in various post-emergence scenarios; f. advise on the effects of tax rules under IRC sections 382(1)(5) and (l)(6) pertaining to the post-bankruptcy net operating loss carryovers and limitations on their utilization and the Debtor's ability to qualify for IRC section 382(1)(5); g. advise on net built-in gain or net built-in loss position at the time of ownership change, including limitations on use of tax losses generated from post-restructuring or post-bankruptcy asset or stock sales; h. advise as to the treatment of post-petition interest for state and federal income tax purposes; i. advise as to the state and federal income tax treatment of pre-petition and post-petition reorganization cost; j. advise in the Debtors' evaluation and modeling of the tax effects of liquidating, disposing of assets, merging or converting entities as part of the restructuring, including the effects on federal and state tax attributes, state incentives, apportionment and other tax planning; k. advise on state income tax treatment and planning for restructuring or bankruptcy provisions in various jurisdictions including cancellation of indebtedness calculation, adjustments to tax attributes and limitations on tax attributes utilization; l. advise on responding to tax notices and audits from various taxing authorities; m. assist with identifying potential tax refunds and advise the Debtors on procedures for tax refunds from tax authorities; n. advise on income tax return reporting of bankruptcy issues and related matters; o. advise the Debtors in their review and analysis of the tax treatment of items adjusted for financial reporting purposes as a result of fresh start accounting as required for the emergence date of the U.S. financial statements in an effort to identify the appropriate tax treatment of adjustments to equity, and other tax basis adjustments to assets and liabilities recorded; p. assist in documenting as appropriate, the tax analysis, development of the Debtors' opinions, recommendation, observations, and correspondence for any proposed restructuring alternative tax issue or other tax matter described above; and r. advise with the Debtors' effort to calculate tax basis in the stock in each of the Debtors' subsidiaries or other entity interest. Deloitte Tax will be paid at these hourly rates: Partner/Principal/Managing Director $825-$900 Senior Manager $735 Manager $625 Senior Staff $520 Staff $385 Deloitte Tax will be paid a retainer in the amount of $50,000. As of the petition date, the amount of $20,484 of the retainer remained outstanding. Deloitte Tax will also be reimbursed for reasonable out-of-pocket expenses incurred. Alan K. Sandberg, managing director of Deloitte Tax LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtors; (b) has not been, within two years before the date of the filing of the Debtors' chapter 11 petition, directors, officers or employees of the Debtors; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. Deloitte Tax can be reached at: Alan K. Sandberg DELOITTE TAX LLP 111 S. Wacker Drive Chicago, IL 60606 Tel: (312) 486-1000 About Keystone Tube Company, LLC Founded in 1890, and based in Oak Brook, Illinois, A. M. Castle & Co. (OTCQB:CASL) is a global distributor of specialty metal and supply chain services, principally serving the producer durable equipment, commercial aircraft, heavy equipment, industrial goods, construction equipment, and retail sectors of the global economy. It specializes in the distribution of alloy and stainless steels; nickel alloys; aluminum and carbon. Together, A.M. Castle and its affiliated companies operate out of 21 metals service centers located throughout North America, Europe and Asia. The Company disclosed $339.2 million in assets and $388.4 million in liabilities as of March 31, 2017. On June 18, 2017, A.M. Castle & Co., Keystone Tube Company, LLC, and three related entities sought Chapter 11 protection to seek confirmation of a Prepackaged Joint Chapter 11 Plan of Reorganization. The cases are jointly administered under the lead case of Keystone Tube Company (Bankr. D. Del. Case No. 17-11330) and are pending before the Honorable Laurie Selber Silverstein. The Debtors tapped Pachulski Stang Ziel & Jones LLP as counsel, Imperial Capital, LLC, as financial advisor, Deloitte Tax LLP, as tax advisor; Deloitte & Touche LLP as tax auditor; and Fenwick & West LLP, as tax counsel. Kurtzman Carson Consultants LLC is the claims and solicitation agent. Creditors that are parties to the Restructuring Support Agreement ("Consenting Creditors") tapped Paul, Weiss, Rifkind, Wharton & Garrison LLP as legal counsel; Conaway Stargatt & Taylor, LLP, as co-counsel; and Ducera Partners LLC, as financial advisor. Consenting Creditor SGF, Inc tapped Goodwin Procter LLP and Pepper Hamilton LLP as counsel. Shipman Goodwin LLP serves as counsel to the First Lien Agent. No official committee has been appointed in the case. LIVELY HOPE: Hires CBG Law Group as Counsel ------------------------------------------- Lively Hope Church of God in Christ seeks authority from the U.S. Bankruptcy Court for the Western District of Washington to employ CBG Law Group, PLLC, as counsel to the Debtor. Lively Hope requires CBG Law Group to: a. give the Debtor legal advice with respect to the powers and duties as debtor-in-possession in the continued operation of the business and management of the Debtor and of the property of the Debtor; b. represent the Debtor in all adversary proceedings commenced in the Bankruptcy Court unless counsel with specific training is required in said proceeding at such time the Firm will seek to have special counsel appointed; c. prepare on behalf of the Debtor, as debtor-in-possession, all necessary applications, answers, orders, motions, reports, and other legal papers; and d. perform all other legal services for the Debtor as debtor- in-possession which may be necessary herein; and it is necessary for your applicant, as debtor-in-possession, to employ attorneys for such professional services. CBG Law Group will be paid at these hourly rates: Attorney $320 Legal Assistant $60-$125 CBG Law Group will be paid a retainer in the amount of $10,000. It will also be reimbursed for reasonable out-of-pocket expenses incurred. Darrel B. Carter, member of CBG Law Group, PLLC, 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. CBG Law Group can be reached at: Darrel B. Carter, Esq. CBG LAW GROUP, PLLC Gateway One Building, Suite 235 11400 SE 8th Street Bellevue, WA 98004 Tel: (425) 283-0432 About Lively Hope Church of God in Christ Lively Hope Church is a Christ centered ministry, sowing hope and reaching souls to become saved, vibrant, and sustainable in this world through prayer and the Word of God. It listed its busines as a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). The Church owns a fee simple interest in a property in Spanaway, WA 98387 valued at $1.9 million. Lively Hope Church of God in Christ, based in Spanaway, WA, filed a Chapter 11 petition (Bankr. W.D. Wash. Case No. 17-42381) on June 21, 2017. The Hon. Mary Jo Heston presides over the case. Darrel B. Carter, Esq., at CBG Law Group, PLLC, serves as bankruptcy counsel. In its petition, the Debtor estimated $1.93 million in assets and $1.33 million in liabilities. The petition was signed by Robert E Jones, president. LIVELY HOPE: Hires Windermere Real/East as Real Estate Broker ------------------------------------------------------------- Lively Hope Church of God in Christ, seeks authority from the U.S. Bankruptcy Court for the Western District of Washington to employ Windermere Real/East, Inc., as real estate broker to the Debtor. Lively Hope requires Windermere Real/East to assist the Debtor in the sale of its property located at 214 167th St. S., Spanaway, WA 98387. Windermere Real/East will be paid a commission of 5% of the sales price. Alan Berkwit, member of Windermere Real/East, Inc., 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. Windermere Real/East can be reached at: Alan Berkwit WINDERMERE REAL/EAST, INC. 1810 15th Place NW, Suite 100 Issaquah, WA 98027 Tel: (425) 392-6600 Fax: (425) 392-0338 About Lively Hope Church of God in Christ Lively Hope Church is a Christ centered ministry, sowing hope and reaching souls to become saved, vibrant, and sustainable in this world through prayer and the Word of God. It listed its busines as a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). The Church owns a fee simple interest in a property in Spanaway, WA 98387 valued at $1.9 million. Lively Hope Church of God in Christ, based in Spanaway, WA, filed a Chapter 11 petition (Bankr. W.D. Wash. Case No. 17-42381) on June 21, 2017. The Hon. Mary Jo Heston presides over the case. Darrel B. Carter, Esq., at CBG Law Group, PLLC, serves as bankruptcy counsel. In its petition, the Debtor estimated $1.93 million in assets and $1.33 million in liabilities. The petition was signed by Robert E Jones, president. MANUGRAPH AMERICAS: Hires Clauser as Appraiser ---------------------------------------------- Manugraph Americas, Inc., a/k/a Manugraph DGM, Inc., seeks authority from the U.S. Bankruptcy Court for the Middle District of Pennsylvania to employ Clauser Real Estate Appraisals, as appraiser to the Debtor. Manugraph Americas requires Clauser to appraise the Debtor's business premises located at 158 Dam Hill Road, Millersburg, Dauphin County, Pennsylvania. Clauser will be paid $3,500 for the appraisal of the property. In the event any testimony or other services are requested, Clauser will be paid an hourly rate of $250. Clauser will also be reimbursed for reasonable out-of-pocket expenses incurred. Goerge C. Clauser, member of Clauser Real Estate Appraisals, 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. Clauser can be reached at: Goerge C. Clauser CLAUSER REAL ESTATE APPRAISALS P.O. Box 777 Camp Hill, PA 17001-0007 Tel (717) 737-7300 E-mail: gclauser@comcast.net About Manugraph Americas, Inc. Manugraph Americas, Inc., formerly known as Manugraph DGM, Inc. and a wholly-owned subsidiary of Manugraph India Ltd., is a manufacturer and supplier of printing presses and of parts and service for printing systems in the newspaper and commercial printing market. Manugraph Americas is based in central Pennsylvania and sells to both domestic and international customers. Included within its accounts is a wholly-owned subsidiary, Offset Services, Inc. (OSI), which is inactive. Manugraph Americas retains legal ownership of the subsidiary and its name. Manugraph Americas sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No. 17-02306) on June 1, 2017. Andrew Welker, chief operating officer, signed the petition. As of March 17, 2017, the Debtor had $6.38 million in assets and $2.06 million in liabilities. Judge Robert N. Opel II presides over the case. The Debtor hired Cunningham, Chernicoff & Warshawsky,P.C., as counsel. MAR MEG LLC: Hires Landmark Group as Real Estate Broker ------------------------------------------------------- Mar Meg LLC, seeks authority from the U.S. Bankruptcy Court for the Eastern District of Virginia to employ Landmark Group Commercial LLC, as real estate broker to the Debtor. Mar Meg LLC requires Landmark Group to market and sell the Debtor's real property a three-storey commercial office building located at 21 Main Street, Round Hill, Loundoun County, Virginia 20141. Landmark Group will be paid a commission of 2.5% of the purchase price of the property. Jacque Hansbrough, principal of Landmark Group Commercial LLC, 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. Landmark Group can be reached at: Jacque Hansbrough LANDMARK GROUP COMMERCIAL LLC 210 N. 21st Street, Suite 1 Purcellville, VA 20132 Tel: (703) 861-1451 About Mar Meg LLC Mar Meg LLC, based in Round Hill, VA, filed a Chapter 11 petition (Bankr. E.D. Va. Case No. 17-12214) on June 28, 2017. The Hon. Brian F. Kenney presides over the case. Robert M. Marino, Esq., at Redmon Peyton & Braswell, LLP, serves as bankruptcy counsel. In its petition, the Debtor estimated $1 million to $10 million in assets and $500,000 to $1 million in liabilities. The petition was signed by Margaret M. Albright, manager. MESOBLAST LIMITED: Issues 6.03 Million Ordinary Shares to Osiris ---------------------------------------------------------------- Mesoblast Limited has issued 6,029,545 fully paid ordinary shares in the Company to Osiris Therapeutics Inc. as contingent consideration in relation to the ongoing Crohn's disease program. This consideration was included in the original purchase agreement for the acquisition in 2013 of the mesenchymal stem cell (MSC) business of Osiris Therapeutics. Mesoblast advised that: 1. the Shares were issued without disclosure to investors under Part 6D.2 of the Corporations Act; 2. this notice is being given under section 708A(5)(e) of the Corporations Act; 3. as at July 10, 2017, Mesoblast has complied with: (a) the provisions of Chapter 2M of the Corporations Act as they apply to Mesoblast; and (b) section 674 of the Corporations Act; 4. as at July 10, 2017, there is no excluded information of the type referred to in sections 708A(7) and 708A(8) of the Corporations Act; and 5. it remains in exclusive negotiations with Mallinckrodt Pharmaceuticals in regard to a potential commercial and development partnership for two of its lead product candidates. About Mesoblast Ltd. Melbourne, Australia-based Mesoblast Limited (ASX:MSB; Nasdaq:MESO) develops cell-based medicines. The Company has leveraged its proprietary technology platform, which is based on specialized cells known as mesenchymal lineage adult stem cells, to establish a broad portfolio of late-stage product candidates. Mesoblast's allogeneic, 'off-the-shelf' cell product candidates target advanced stages of diseases with high, unmet medical needs including cardiovascular diseases, immune-mediated and inflammatory disorders, orthopedic disorders, and oncologic/hematologic conditions. Mesoblast reported a loss before income tax of $90.82 million for the year ended June 30, 2016, compared to a loss before income tax of $96.24 million for the year ended June 30, 2015. As of Dec. 31, 2016, Mesoblast had $660.9 million in total assets, $150.4 million in total liabilities, and $510.51 million in total equity. PricewaterhouseCoopers, in Melbourne, Australia, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2016, citing that the Company has suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. MULTI-COLOR CORP: Moody's Puts Ba3 CFR Under Review for Downgrade ----------------------------------------------------------------- Moody's Investors Service placed Multi-Color Corporation's ("MCC") Ba3 corporate family rating, Ba3-PD probability of default rating and B2 rating on the senior unsecured notes under review for downgrade. The review follows their announcement of entering into a definitive agreement to acquire the Labels Division of Constantia Flexibles ("Constantia Labels") from Constantia Flexibles Holding GmbH (B1 stable)) in a cash and stock transaction. The transaction purchase price is approximately $1.3 billion (EUR1.15 billion), and will be settled in cash and 3.4 million shares in Multi-Color stock (representing 19.9% of current stock outstanding). The transaction is subject to the satisfaction of certain customary conditions and receipt of applicable regulatory approvals and is expected to close in the third fiscal quarter of 2018 (October 2017). Debt financing for the transaction is fully committed through new facilities underwritten by Bank of America Merrill Lynch and Citigroup. However, the exact details of the debt financing have not yet been announced. Management estimates the combined annual revenues and EBITDA of the two businesses will be approximately $1.6 billion and $300 million, respectively. Management also projects that cost synergies will reach $15 million (or 2% of acquired revenues) by fiscal year March 2020 through a combination of procurement, SG&A, and manufacturing efficiencies. Moody's placed the following ratings under review for downgrade: Issuer: Multi-Color Corporation. -- Corporate Family Rating, Placed on Review for Downgrade, currently Ba3 -- Probability of Default Rating, Placed on Review for Downgrade, currently Ba3-PD -- Backed Senior Unsecured Notes, Placed on Review for Downgrade, currently B2 (LGD5) Outlook Actions: -- Outlook, Changed To Rating Under Review From Stable RATINGS RATIONALE The review for downgrade reflects pro forma leverage that breeches the downgrade trigger, the size and scope of the acquisition, and the inherent operating and integration risk. Pro forma leverage is projected to be over 5.0 times for the last 12 months ending March 31, 2017. The acquisition will increase revenue over 75% as well as significantly increase revenue from outside the US. The review will focus on the financing, integration plan, synergies, and plan to deleverage. The Ba3 Corporate Family Rating reflects Multi-Color Corporation's (MCC) position as a significant competitor in the highly-fragmented label industry, operational and geographic diversity, above average and reasonably stable profitability. The rating also reflects moderate financial leverage and expectation for positive free cash flow that the company will use to fund acquisitions and organic growth as well as to repay debt. The rating also assumes that acquisitions will remain the primary driver of the company's growth and reduce the likelihood of sustained debt reduction over the rating horizon. The rating is also constrained by the company's operation in a single product category, customer concentration, some degree of susceptibility to economic downturns, and the presence of larger and better capitalized direct competitors. Moody's could downgrade the rating with expectations for sustained weakening in credit metrics - debt/EBITDA above 4 times, EBITDA/Interest below 4 times, funds from operation/debt below 12.5%, or substantive deterioration in the company's liquidity position. The principal methodology used in these ratings was Packaging Manufacturers: Metal, Glass, and Plastic Containers published in September 2015. Multi-Color Corporation is a publicly-traded global label producer serving end markets including home & personal care, wine & spirit, food & beverage, healthcare, and specialty consumer products. Headquartered in Cincinnati, Ohio, the company generated about $923 million of revenue for the twelve months ended March 31, 2017. NEOPS HOLDINGS: Hires Zeisler & Zeisler as Counsel -------------------------------------------------- Neops Holdings, LLC, et al., seek authority from the U.S. Bankruptcy Court for the District of Connecticut to employ Zeisler & Zeisler, P.C., as counsel to the Debtor. Neops Holdings requires Zeisler & Zeisler to: (a) advise the Debtors of their rights, powers, and duties as debtors and a debtors-in-possession continuing to operate and manage their business and property; (b) advise the Debtors concerning and assisting in the negotiation and documentation of financing agreements, debt restructuring, cash collateral orders, and related transactions; (c) review the nature and validity of liens asserted against the property of the Debtors and the advising the Debtors concerning the enforceability of such liens; (d) advise the Debtors concerning the actions that they might take to collect and to recover property for the benefit of the Debtors' estates; (e) prepare on behalf of the Debtors certain necessary and appropriate applications, motions, pleadings, draft orders, notices, schedules, and other documents, and reviewing all financial and other reports to be filed in the chapter 11 case; (f) advise the Debtors concerning, and preparing responses to, applications, motions, pleadings, notices, and other papers which will be filed and served in this Chapter 11 case; (g) counsel the Debtors in connection with the formulation, negotiation, and promulgation of a plan of reorganization and related documents; and (h) perform all other legal services for and on behalf of the Debtors which will be necessary or appropriate in the administration of the Chapter 11 case. Zeisler & Zeisler will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Zeisler & Zeisler will be paid a retainer in the amount of $73,894.23. James Berman, principal of Zeisler & Zeisler, P.C., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Zeisler & Zeisler can be reached at: James Berman, Esq. ZEISLER & ZEISLER, P.C. 10 Middle Street, 15th Floor Bridgeport, CT 06604 Tel: (203) 368-4234 About Neops Holdings, LLC NEOPS Holdings, LLC, based in Branford, CT, and its affiliates, filed a Chapter 11 petition (Bankr. D. Conn. Lead Case No. 17-31017) on July 11, 2017. The Hon. Ann M. Nevins presides over the case. James Berman, Esq., and Joanna M. Kornafel, Esq., at Zeisler & Zeisler, P.C., serves as bankruptcy counsel. In its petition, NEOPS Holdings estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. New England estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. The petition was signed by David Mahler, president and CEO. NET ELEMENT: Files Prospectus on 4.69M Shares Sale by Cobblestone ----------------------------------------------------------------- Net Element, Inc., filed a Form S-3 registration statement with the Securities and Exchange Commission relating to the sale of up to 4,694,528 shares of common stock of the Company by selling stockholder Cobblestone Capital Partners, LLC. The prices at which the selling stockholder may sell the shares will be determined by the prevailing market price for the shares or in negotiated transactions. The Company will not receive proceeds from the sale of the shares by the selling stockholder. However, the Company may receive proceeds of up to $10 million from the sale of its common stock to the selling stockholder, pursuant to a common stock purchase agreement entered into with the selling stockholder on July 5, 2017, once the registration statement, of which this prospectus is a part, is declared effective. The selling stockholder is an "underwriter" within the meaning of the Securities Act of 1933, as amended. The Company will pay the expenses of registering these shares, but all selling and other expenses incurred by the selling stockholder will be paid by the selling stockholder. The Company's common stock is listed on the Nasdaq Capital Market under the ticker symbol "NETE." On July 13, 2017, the last reported sale price per share of the Company's common stock was $0.4785 per share. A full-text copy of the Form S-3 prospectus is available at: https://is.gd/HlapYa About Net Element Miami, Fla.-based Net Element International, Inc., formerly Net Element, Inc., is a global financial technology and value-added solutions group that supports companies in accepting electronic payments in an omni-channel environment that spans across point-of-sale (POS), e-commerce and mobile devices. Net Element reported a net loss of $13.61 million on $54.28 million of total revenues for the 12 months ended Dec. 31, 2016, compared to a net loss of $13.32 million on $40.23 million of total revenues for the 12 months ended Dec. 31, 2015. As of March 31, 2017, Net Element had $22.98 million in total assets, $19.53 million in total liabilities, and $3.45 million in total stockholders' equity. Daszkal Bolton LLP's report on the Company's consolidated financial statements for the year ended Dec. 31, 2016, contains an explanatory paragraph expressing substantial doubt as to the Company's ability to continue as a going concern. The independent auditors stated that the Company's recurring losses from operations and working capital and accumulated deficits raise substantial doubt about its ability to continue as a going concern. NET ELEMENT: Removes Registration After 19.99% of Shares Sold ------------------------------------------------------------- Net Element, Inc. filed with the Securities and Exchange Commission a post-effective amendment relating to the Registration Statement on Form S-1 (File No. 333-212591), originally filed by the Company with the SEC on July 20, 2016, registering 2,794,674 shares of the Company's common stock for resale, from time to time, by the selling securityholder named in the Registration Statement. The Registration Statement was declared effective by the Commission on Aug. 30, 2016. Pursuant to the Registration Statement, the total number of shares of common stock that may be issued under Purchase Agreement, will be limited to 2,362,724 shares of Common Stock, which equals 19.99% of the Company's outstanding shares of common stock as of the date of the Purchase Agreement, unless stockholder approval is obtained to issue more than such 19.99%. 2,362,724 shares of Common Stock have been issued under Purchase Agreement, and stockholder approval has not been obtained to issue more than such 19.99%. Accordingly, the Company has no further obligation to maintain effectiveness of the Registration Statement. In accordance with an undertaking made by the Company in the Registration Statement to remove from registration by means of a post-effective amendment any securities which remain unsold at the termination of the offering, the post-effective amendment was filed to terminate the effectiveness of the Registration Statement and to remove from registration all securities registered but not sold under the Registration Statement. As a result of this deregistration, no securities remain registered for resale pursuant to the Registration Statement. About Net Element Miami, Fla.-based Net Element International, Inc., formerly Net Element, Inc., is a global financial technology and value-added solutions group that supports companies in accepting electronic payments in an omni-channel environment that spans across point-of-sale (POS), e-commerce and mobile devices. As of March 31, 2017, Net Element had $22.98 million in total assets, $19.53 million in total liabilities, and $3.45 million in total stockholders' equity. Net Element reported a net loss of $13.61 million on $54.28 million of total revenues for the 12 months ended Dec. 31, 2016, compared to a net loss of $13.32 million on $40.23 million of total revenues for the 12 months ended Dec. 31, 2015. Daszkal Bolton LLP's report on the Company's consolidated financial statements for the year ended Dec. 31, 2016, contains an explanatory paragraph expressing substantial doubt as to the Company's ability to continue as a going concern. The independent auditors stated that the Company's recurring losses from operations and working capital and accumulated deficits raise substantial doubt about its ability to continue as a going concern. NEWASURION CORP: S&P Affirms B+ ICR, Outlook Stable --------------------------------------------------- S&P Global Ratings said it affirmed its 'B+' issuer credit rating on NEWAsurion Corp. and its subsidiaries Asurion LLC and Lonestar Intermediate Super Holdings LLC. The outlook on each entity remains stable. At the same time, S&P said, "we lowered our first-lien senior secured debt ratings to 'B+' from 'BB-' and affirmed our 'B-' second-lien senior secured and senior unsecured debt ratings. We also revised our recovery ratings on Asurion LLC's first-lien senior secured facilities to '3' from '2'. The '3' recovery rating reflects our expectation for meaningful (65%) recovery in the event of default. The '6' recovery rating (indicating an expectation of negligible [5%] recovery in case of default) on the company's second-lien senior secured term loan and senior unsecured holding company term loan remains unchanged. Once the refinancing transaction is completed, we expect to withdraw our 'B-' issue rating and '6' recovery rating on the senior unsecured holding company term loan." Lowering the first-lien senior secured debt ratings follows the company's most recent refinancing announcement. Since the company is raising incremental $800 million first-lien debt and using the proceeds to retire its $550 million senior unsecured term loan and replace its $2,150 million second-lien senior secured debt with a new $1,800 million second-lien senior secured debt, the recovery prospects for its first-lien senior secured debtholders have diminished. S&P said, "While the refinancing results in an approximately $100 million reduction in gross leverage and projected interest cost savings of $70 million annually, we continue to view the company's financial risk profile as highly leveraged with an expected leverage ratio of 5.0x-6.0x. "We view NEWAsurion's business profile as satisfactory, reflecting its favorable business mix of global products and its strong competitive position. The company dominates the handset protection market and has a significant share in the extended service warranty protection market. Due to the long-term nature of its contracts and high retention rates, NEWAsurion enjoys steady revenue-generation capabilities and predictable cash flows. In our opinion, its dependence on a limited number of contract renewals and subscriber growth could pose challenges to the sustainability of its leading competitive position. "The stable outlook reflects our expectation that NEWAsurion's earnings will modestly grow in the next 12 months and the company's leverage will stay within 5.0x-6.0x leverage on a sustained basis. For 2017, we expect revenue growth in the low- to mid-single digits and an EBITDA margin of more than 20%, resulting in a debt-to-EBITDA ratio of 5.0x–5.5x and EBITDA interest coverage of 2.4x-2.8x. "We could lower the current ratings if NEWAsurion's earnings or debt levels were to result in a debt-to-EBITDA ratio consistently above 6x. This could occur if the company's earnings were to decline as a result of negative growth or compressed margins or if the company were to adopt more-aggressive financial policies. "While unlikely, we could raise the issuer credit and issue-level ratings by one notch within the next 12 months if NEWAsurion exhibits significant earnings growth while maintaining financial leverage below 5.0x on a sustained basis. This would likely occur through revenue growth (high-single or low-double digits in 2017), and stable margins (at least 20% on an EBITDA basis) and with no additional leverage." NJOY INC: Ch. 11 Trustee Hires Cozen O'Connor as Counsel -------------------------------------------------------- Jeoffrey L. Burtch, the Chapter 11 Trustee, Njoy, Inc., seeks authority from the U.S. Bankruptcy Court for the District of Delaware to employ Cozen O'Connor, as counsel to the Trustee. The Trustee requires Cozen O'Connor to: a. advise and consult the Trustee concerning questions arising in the conduct of the administration of the estate and concerning the Trustee's rights and remedies with regard to the estate's assets and the claims of secured, priority and unsecured creditors and other parties-in-interest; b. appear for, prosecute, defend and represent the Trustee's interest in motions, contested matters, adversary actions, suits, and other proceedings arising in or related to the bankruptcy case; c. investigate and pursue claims or causes of action against insiders and third parties; d. assist in the preparation of such pleadings, agendas, motions, notices, and orders as are required for the orderly administration of the estate; e. assist the Trustee in connection with the sale or other disposition of property of the estate; and f. handle other matters as the Trustee may require during the course of his administration of the bankruptcy case. Cozen O'Connor will be paid at these hourly rates: Shareholder $730 Associate $415 Paralegal $270 Cozen O'Connor will also be reimbursed for reasonable out-of-pocket expenses incurred. Mark E. Felger, shareholder of Cozen O'Connor, 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. Cozen O'Connor can be reached at: Mark E. Felger, Esq. COZEN O'CONNOR 1201 North Market Street, Suite 1001 Wilmington, DE 19801 Tel: (302) 295-2000 Fax: (302) 295-2013 About Njoy, Inc. Headquartered in Scottsdale, Arizona, NJOY sells e-cigarettes and vaping products to wholesalers, distributors and retailers. NJOY filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 16-12076) on Sept. 16, 2016. The case is assigned to the Hon. Christopher S. Sontchi. The petition was signed by Jeffrey Weiss, general counsel and interim president. The Company was the first major ENDS company to offer products across all form factors: disposable and rechargeable cigalikes, open system e-liquids and vaping devices, and advanced closed system e-liquids. The Debtor has no in-house manufacturing capabilities. Its hardware is sourced from two major suppliers in China. The Debtor sources e-liquids from facilities based in the United States. As of Sept. 9, 2016, the Debtor had a total of 15 employees. NJOY hired Gellert Scali Busenkell & Brown, LLC, as counsel, Sierraconstellation Partners, LLC, as financial advisor, and Cohnreznick Capital Markets Securities Investment LLC as investment banker. An official committee of unsecured creditors has tapped Fox Rothschild LLP as counsel. Jeoffrey L. Burtch, the Chapter 11 Trustee for Njoy, Inc., hired Cozen O'Connor, as counsel. NN INC: Moody's Says Sale of PCB Business Credit Positive --------------------------------------------------------- Moody's Investors Service said NN, Inc.'s agreement to sell its Precision Bearing Components (PBC) business for approximately $375 million is credit positive. However, this transaction does not currently impact NN's ratings, including its B2 Corporate Family Rating and B2 senior secured term loan rating. NN, Inc. (NN), headquartered in Johnson City, Tennessee, is a designer manufacturer of high-precision components and assemblies for a variety of markets on a global basis. The company's end markets include Automotive, Automotive CAFE Technology, Industrial Technology, Medical, Electrical, and Aerospace & Defense. 2016 revenues were $833 million. NOTIS GLOBAL: Judith Hammerschmidt Fills Board Vacancy ------------------------------------------------------ At a special meeting of Notis Global, Inc.'s Board of Directors held on June 1, 2017, the Company's Board of Directors approved the nomination of the Judith Hammerschmidt to fill a vacancy on the Company's Board. Judith Hammerschmidt, 62, has spent the last 35 years as an international attorney. She began her career as a special assistant to the Attorney General of the United States, focusing on international matters of interest to the US government, including negotiating treaties and agreements with foreign governments. She then joined Dickstein, Shapiro & Morin, LLP, a Washington, DC firm, where she represented companies around the world as they expanded internationally in high regulated environments. Her clients included Guess? Inc., Pfizer, Merck, the Receiver for BCCI Bank of the United Arab Emirates, Recycled Paper Products, Inc., and Herbalife International. She provided structuring, growth and regulatory advice for these and other companies. She joined Herbalife International as vice president and general counsel of Europe in 1994, becoming executive vice president and international chief counsel in 1996. In 2002, she was part of the management group that sold Herbalife. Since that time, she has served as outside counsel to a series of entrepreneurial companies looking to expand internationally, primarily in the food and drug/nutritional supplements space. In addition, Ms. Hammerschmidt was a principal in JBT, LLC, a privately held company that owned "mindful dining" restaurants in the Washington, DC area. Those properties were sold in 2010. She continues to act as outside counsel for small companies while serving on the Company's board. At a Special Meeting of the Company's Board of Directors held on June 14, 2017, the Company's Board of Directors approved the following individuals to serve on various committees, all as noted below: Compensation Committee * Thomas A. Gallo, Chair * Judith Hammerschmidt * Andrew Kantarzhi * Ned L. Siegel Audit Committee * Charles K. Miller, Chair * Thomas A. Gallo * Ned L. Siegel Nominating & Governance Committee * Judith Hammerschmidt, Chair * Andrew Kantarzhi * Ned L. Siegel About Notis Global Headquartered in Los Angeles, Notis Global, Inc., provides specialized services to the hemp and marijuana industry. The Company enters into joint ventures and operating and management agreements with its partners and conducts consulting services for its clients. The Company also acts as a distributor of hemp products processed by its contract partners. Furthermore, the Company owns and manages real estate used by its contract partners for cultivation centers and dispensaries. As of June 30, 2016, Notis Global had $7.14 million in total assets, $24.54 million in total liabilities, and a total stockholders' deficit of $17.39 million. Notis Global reported a net loss of $50.44 million in 2015 following a net loss of $16.54 million in 2014. Marcum LLP, in Los Angeles, CA, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has a significant working capital deficit and an accumulated deficit as of Dec. 31, 2015, and has incurred a significant net loss and negative cash flows from operations for the years ended Dec. 31, 2015, and 2014. The foregoing matters raise substantial doubt about the Company's ability to continue as a going concern. NOTIS GLOBAL: Signs 36-Month Management Services Pact with Trava ---------------------------------------------------------------- Notis Global, Inc., and two of its subsidiaries, EWSD I, LLC and Pueblo Agriculture Supply and Equipment LLC, and Trava LLC, a Florida limited liability company that has lent various sums to the Company, entered into a Management Services Agreement in respect of the Company's hemp grow-and-extraction operations located in Pueblo, Colorado, on May 31, 2017. The MS Agreement has a 36-month term with two consecutive 12-month unilateral options exercisable in the sole discretion of Trava. Pursuant to the provisions of the MS Agreement, Trava will collect all revenue generated by the Pueblo Farm operations. Further, Trava is to satisfy all of the Company's Pueblo Farm-related past due expenses and, subject to certain limitations, to pay all current and future operational expenses of the Pueblo Farm operations. Finally, commencing October 2017, Trava is obligated to make the monthly mortgage payments on the Pueblo Farm, although the Company remains responsible for any and all "balloon payments" due under the mortgage. On a cumulative calendar monthly cash-on-cash basis, Trava is obligated to tender to the Company or, at its option, to either or both of the Company's subsidiaries, an amount equivalent to 51% of the net cash for each such calendar month. Those monthly payments are on the 10th calendar day following the end of a calendar month for which such tender is required. On June 20, 2017, the Company (and EWSD) have settled its dispute with Whole Hemp Company LLC. The dispute was initiated by Whole Hemp, which, on or about June 1, 2016, filed a lawsuit against EWSD (Pueblo County District Court, Case No. 2016CV30462). The lawsuit was dismissed by stipulation of the parties. Thereafter, on or about July 19, 2016, EWSD initiated an arbitration before JAMS (Case ID: 18657). Effective June 20, 2017, pursuant to a mediation, the parties entered into a Confidential Settlement and Mutual Release Agreement, pursuant to which the Company and Whole Hemp dismissed with prejudice all of the Company's respective claims or counterclaims against each other, as asserted in the Arbitration, and mutually released each other from all claims. The Release Agreement specifically provides that neither its execution nor implementation is, or will be deemed to be or construed as, an admission by any party of any liability, act, or matter. About Notis Global Headquartered in Los Angeles, Notis Global, Inc., provides specialized services to the hemp and marijuana industry. The Company enters into joint ventures and operating and management agreements with its partners and conducts consulting services for its clients. The Company also acts as a distributor of hemp products processed by its contract partners. The Company owns and manages real estate used by its contract partners for cultivation centers and dispensaries. Notis Global reported a net loss of $50.44 million in 2015 following a net loss of $16.54 million in 2014. As of June 30, 2016, Notis Global had $7.14 million in total assets, $24.54 million in total liabilities, and a total stockholders' deficit of $17.39 million. Marcum LLP, in Los Angeles, CA, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has a significant working capital deficit and an accumulated deficit as of Dec. 31, 2015, and has incurred a significant net loss and negative cash flows from operations for the years ended Dec. 31, 2015, and 2014. The foregoing matters raise substantial doubt about the Company's ability to continue as a going concern. OCONEE REGIONAL: Creditors' Panel Hires Sewell as Special Counsel ----------------------------------------------------------------- The Official Committee of Unsecured Creditors of Oconee Regional Health Systems, Inc., et al., seeks authorization from the U.S. Bankruptcy Court for the Middle District of Georgia to retain the Law Offices of Henry F. Sewell, Jr., LLC, as special counsel to the Committee. The Committee requires Sewell to: -- review, investigate, and challenge the liens asserted by the U.S. Bank as the Indenture Trustee for the Bonds; and -- commence an adversary proceeding or contested matter against the U.S. Bank, if necessary. Sewell will be paid at these hourly rates: Attorney $375 Associate $250 Sewell will also be reimbursed for reasonable out-of-pocket expenses incurred. Henry F. Sewell, Jr., sole member of the Law Offices of Henry F. Sewell, Jr., LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtors; (b) has not been, within two years before the date of the filing of the Debtors' chapter 11 petition, directors, officers or employees of the Debtors; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. Sewell can be reached at: Henry F. Sewell, Jr., Esq. LAW OFFICES OF HENRY F. SEWELL, JR., LLC 3343 Peachtree Street, Suite 200 Atlanta, GA 30326 Tel: (404) 926-0053 E-mail: hsewell@sewellfirm.com About Oconee Regional Health Systems, Inc. Oconee Regional Medical Center (ORMC) is located in Milledgeville near the geographic center of Georgia, providing advanced healthcare technologies to the 90,000 residents living in the seven surrounding counties. Oconee Regional Health Systems, Inc., owner of the Oconee Regional Medical Center, and six of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. M.D. Ga. Lead Case 17-51005) on May 10, 2017. The six affiliates are Oconee Regional Medical Center, Inc. (Case No. 17-51006), Oconee Regional Health Services, Inc. (Case No. 17-51007), Oconee Regional Emergency Medical Services, Inc. (Case No. 17-51008), Oconee Regional Health Ventures, Inc., dba Oconee (Case No. 17-51009), Oconee Internal Medicine, LLC (Case No. 17-51010), and Oconee Orthopedics, LLC (Case No. 17-51011). Two more affiliates sought bankruptcy protection on May 11, 2017. These affiliates are ORHV Sandersville Family Practice, LLC (Case No. 17-51012), and Oconee Regional Senior Living, Inc. (Case No. 17-51013). The petitions were signed by Steven M. Johnson, interim chief executive officer. The Debtors are represented by Mark I. Duedall, Esq., and Leah Fiorenza McNeill, Esq., at Bryan Cave LLP. The Debtors hired James-Bates-Brannan-Groover-LLP as special counsel; Houlihan Lokey as investment banker; and Garden City Group, LLC as noticing agent. On May 16, 2017, the Office of the U.S. Trsutee appointed an official committee of unsecured creditors. Greenberg Traurig, LLP is the committee's bankruptcy counsel. PARAGON OFFSHORE: Emerges from Chapter 11 Protection ---------------------------------------------------- Paragon Offshore Ltd., the Cayman Islands successor company to Paragon Offshore plc (in administration) (OTC: PGNPQ), said on July 18, 2017, that the Paragon Offshore group has successfully completed its corporate and financial reorganization. The plan of reorganization under chapter 11 of the U.S. Bankruptcy Code substantially de-levers the company's ongoing business, eliminating approximately $2.3 billion of secured and unsecured debt. New Paragon emerges with eight rigs currently operating plus a ninth rig expected to commence operations in August 2017, approximately $165 million of available cash on its balance sheet, and $85 million of new debt. The Delaware Bankruptcy Court entered an order on June 7, 2017, approving the Debtors' Fifth Joint Chapter 11 Plan of Reorganization. In connection with the Chapter 11 Cases and the Plan, on and prior to the Effective Date, the Company and certain of its subsidiaries effectuated certain restructuring transactions, pursuant to which the Company formed Paragon Offshore Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands, as a wholly-owned subsidiary of the Company, transferred to Paragon substantially all of the assets of the Company, and Paragon issued, at the direction of the Company, all of Paragon's equity interests to specified holders of allowed claims under the Plan. In accordance with the Plan, the Company and certain of its subsidiaries shall in due course be wound down and dissolved by the Joint Administrators in accordance with applicable law. The Company's board of directors filed on May 17, 2017, an administration application with the English Court for the appointment of the Joint Administrators. The power to manage the affairs, business and property of the Company is vested in the Joint Administrators. Upon the effectiveness of the Plan, on the Effective Date, the following members of the Company's existing board of directors, constituting the entire board, resigned as directors of the Company: -- Anthony R. Chase, -- Thomas L. Kelly II, -- John P. Reddy, -- Dean E. Taylor, -- William L. Transier and -- J. Robinson West. New Paragon also named a new board of directors with immediate effect. The board members, who were selected by Paragon plc's secured and unsecured creditors following a successful search by Korn Ferry, are: -- James Swent, a director of Energy XXI Gulf Coast, Inc., and retired Executive Vice President and Chief Financial Officer of ENSCO plc, will serve as Chairman; -- Mark G. Barberio, a director of Life Storage, Inc., Exide Technologies, and Principal and Founder of Markapital, LLC; -- Michael Clark, a director of Halcón Resources Corporation and a former Partner and Portfolio Manager at SIR Capital Management LLC; -- Paul P. Huffard, IV, a director of Vubiq Networks and a former Senior Managing Director in Blackstone's Restructuring and Reorganization Advisory Group; -- George Sandison, a director of Aspire Holdings LLC and retired Senior Vice President of Global E&P Services for Hess Corporation; and -- Zaki Selim, a director of Parker Drilling and GlassPoint Solar Inc. and retired President of Schlumberger Oilfield Services - Middle East/Asia. Korn Ferry is also in the process of conducting a search for a Chief Executive Officer. In the interim, Dean E. Taylor will continue in this role. Mr. Taylor, Interim President and Chief Executive Officer of New Paragon, said, "It is with deep satisfaction that we close this chapter of New Paragon's story. With a clean balance sheet and good liquidity, we emerge from bankruptcy as a stronger company—more focused on our core operating areas in the North Sea, Middle East, and India and better positioned to compete in the recovering, but still very challenging, offshore drilling industry. We thank our creditors for working with us to make this new beginning possible, as well as our outgoing board of directors, our employees, our customers, our suppliers, and our advisors. We now look forward to returning our focus to what we do best-providing Safe, Reliable, and Efficient services to our customers." "We are excited to join the board of a stronger, more secure Paragon," said Mr. Swent on behalf of the incoming board of directors. "Our goal is to assist the company in capitalizing on opportunities to unlock value for Paragon's new shareholders while delivering exemplary services to its customers." On the Effective Date, pursuant to the terms of the Plan, by special resolution of the Company, as the initial shareholder of Paragon, the Company adopted the Amended and Restated Memorandum of Association of Paragon, and the Amended and Restated Articles of Association of Paragon. Among other things, Paragon's Memorandum and Articles of Association provide that: * all outstanding ordinary shares of Paragon are entitled to one vote for each ordinary share and are entitled to such dividends as may be declared by the board of directors of Paragon; * subject to the limitations set forth in the Memorandum and Articles of Association (and to any direction that may be given by Paragon in general meeting) and without prejudice to any rights attached to any existing Shares, the directors of Paragon may issue, grant options over or otherwise dispose of shares (including fractions of a share) of Paragon with or without preferred, deferred or other rights or restrictions, whether in regard to dividend or other distribution, voting, return of capital or otherwise and to such persons, at such times and on such other terms as they think proper; * shareholders of Paragon representing at least a majority of the Shares which carry the right to vote at general meetings constitutes a quorum, except where the matters to be voted on at the general meeting require a vote in favor by shareholders representing a greater percentage of the Shares which carry a right to vote at general meetings, in which case shareholders representing such greater percentage of the issued and the Shares which carry a right to vote at general meetings shall constitute a quorum. * shareholders' meetings must be held annually for the election of the directors of Paragon and for the transaction of such other business as may properly come before the meeting. * advance notice to the shareholders of at least 10 clear days (but not more than 60 clear days' notice) is required for the convening of any annual general meeting or other shareholders' meeting. In addition, the directors of Paragon may call extraordinary general meetings and shareholders holding 25% or more of the Shares may demand in writing that the directors convene an extraordinary general meeting of Paragon; * subject to certain express exceptions, action by the shareholders requires a simple majority of the then issued share capital of Paragon where such shareholders, being entitled to do so, vote in person or by proxy at a general meeting, or by, a unanimous written resolution; * among other things, amendments to the Memorandum and Articles of Association require resolution of the shareholders that has been passed by the shareholder holding at least two-thirds of the then issued share capital of Paragon where such shareholders, being entitled to do so, vote in person or by proxy at a general meeting, or by a unanimous written resolution; * the board of directors of the Company is to comprise of 6 directors until the Chief Executive Officer is elected, at which point it shall comprise of 7 directors; * shareholders may by ordinary resolution, remove a director; provided, that the Initial Directors (as defined in the Memorandum and Articles of Association) (other than the Chief Executive Officer of Paragon) may only be removed for Cause (as defined in the Memorandum and Articles of Association); * holders of Shares have certain information rights under the Memorandum and Articles of Association, including the right to be provided with all annual and quarterly financial information that would be required to be contained in a filing by a non-accelerated filer with the SEC on Forms 10-K and 10-Q as if Paragon were required to file such forms with the SEC, subject to certain exceptions. The Company on July 18 filed a Form 15 Certifications and Notices of Termination of Registration under Section 12(g) of the Securities Exchange Act of 1934 or Suspension of Duty to File Reports under Sections 13 and 15(d) of the Securities Exchange Act of 1934, and will take all other steps necessary to cease being subject to the periodic reporting requirements of the federal securities laws. Thereafter, the Company will cease filing any further periodic reports under the Securities Exchange Act of 1934, as amended. A copy of the Amended and Restated of Memorandum of Association of Paragon Offshore Limited, is available at https://is.gd/ykbMck A copy of the Amended and Restated of Articles of Association of Paragon Offshore Limited, is available at https://is.gd/4Stj6V About Paragon Offshore Houston, Texas-based Paragon Offshore plc (OTC: PGNPQ) -- http://www.paragonoffshore.com/-- is a global provider of offshore drilling rigs. Paragon is a public limited company registered in England and Wales. Paragon Offshore Plc, et al., filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10385 to 16-10410) on Feb. 14, 2016, after reaching a deal with lenders on a reorganization plan that would eliminate $1.1 billion in debt. The petitions were signed by Randall D. Stilley as authorized representative. Judge Christopher S. Sontchi is assigned to the cases. The Debtors reported total assets of $2.47 billion and total debt of $2.96 billion as of Sept. 30, 2015. The Debtors engaged Weil, Gotshal & Manges LLP as general counsel; Richards, Layton & Finger, P.A. as local counsel; Lazard Freres & Co. LLC as financial advisor; Alixpartners, LLP, as restructuring advisor; PricewaterhouseCoopers LLP as auditor and tax advisor; and Kurtzman Carson Consultants as claims and noticing agent. No request has been made for the appointment of a trustee or an examiner in the cases. On Jan. 27, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Paul, Weiss, Rifkind, Wharton & Garrison LLP serves as main counsel to the Committee and Young Conaway Stargatt & Taylor, LLP acts as co-counsel. The committee retained Ducera Partners LLC as financial advisor. Counsel to JPMorgan Chase Bank, N.A. (a) as administrative agent under the Senior Secured Revolving Credit Agreement, dated as of June 17, 2014, and (b) as collateral agent under the Guaranty and Collateral Agreement, dated as of July 18, 2014, are Sandeep Qusba, Esq., and Kathrine A. McLendon, Esq., at Simpson Thacher & Bartlett LLP. PJT Partners serves as its financial advisor. Delaware counsel to JPMorgan Chase Bank, N.A. are Landis Rath & Cobb LLP's Adam G. Landis, Esq.; Kerri K. Mumford, Esq.; and Kimberly A. Brown, Esq. Counsel to Cortland Capital Market Services L.L.C. as administrative agent under the Senior Secured Term Loan Agreement, dated as of July 18, 2014, are Arnold & Porter Kaye Scholer LLP's Scott D. Talmadge, Esq.; Benjamin Mintz, Esq.; and Madlyn G. Primoff, Esq. Delaware counsel to Cortland Capital Market Services L.L.C. are Potter Anderson & Corroon LLP's Jeremy W. Ryan, Esq.; Ryan M. Murphy, Esq.; and D. Ryan Slaugh, Esq. Counsel to Deutsche Bank Trust Company Americas as trustee under the Senior Notes Indenture, dated as of July 18, 2014, for the 6.75% Senior Notes due 2022 and the 7.25% Senior Notes due 2024, are Morgan, Lewis, & Bockius LLP's James O. Moore, Esq.; Glenn E. Siegel, Esq.; and Joshua Dorchak, Esq. Freshfields Bruckhaus Deringer LLP serves as legal counsel to the Term Loan Agent and FTI Consulting, Inc. serves as its financial advisor. * * * Paragon Offshore said June 7, 2017, that the Bankruptcy Court has approved the Company's consensual plan of reorganization. Under the Consensual Plan, which the Company announced May 2, 2017, Paragon's existing equity will be deemed worthless and the company's secured creditors and unsecured bondholders will receive equity in a new reorganized parent company. Under the Consensual Plan of Reorganization, approximately $2.4 billion of previously existing debt will be eliminated in exchange for a combination of cash and to-be-issued new equity. If confirmed, the Secured Lenders will receive their pro rata share of $410 million in cash and 50% of the new, to-be-issued common equity, subject to dilution. The Bondholders will receive $105 million in cash and an estimated 50% of the new, to-be-issued common equity, subject to dilution. The Secured Lenders and Bondholders will each appoint three members of a new board of directors to be constituted upon emergence of the Company from bankruptcy and will agree on a candidate for Chief Executive Officer who will serve as the seventh member of the board of directors of the Company. As a necessary component of the Consensual Plan, Paragon Offshore filed before the High Court of Justice, Chancery Division, Companies Court of England and Wales an application for administration in the United Kingdom and sought an order appointing two partners of Deloitte LLP as administrators of the company. The application was granted on May 23, 2017. Neville Barry Kahn and David Philip Soden were appointed Joint Administrators of Paragon Offshore Plc on May 23, 2017. The affairs, business and property of the Company are managed by the Joint Administrators. The Joint Administrators act as agents of the Company and contract without personal liability. PARAGON OFFSHORE: Has $131 Million Exit Facility Thru 2022 ---------------------------------------------------------- The Paragon Offshore group exited Chapter 11 bankruptcy protection on July 18, 2017. On the Plan Effective Date, Paragon, as borrower, entered into the Amended and Restated Senior Secured Term Loan Agreement among Paragon International Finance Company, Paragon Offshore Finance Company, the lenders deemed party thereto pursuant to the Plan and otherwise from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent for the lenders, and Cortland Capital Markets Services LLC, as successor administrative agent for the lenders under the Existing Term Loan Agreement. Pursuant to the Credit Agreement, the Debt Agreements are amended and restated to provide for loans in the aggregate principal amount of $85 million, which are deemed outstanding pursuant to the Plan. The maturity date of the Exit Facility is July 18, 2022. Until such maturity date, the Loans shall bear interest at a rate per annum equal to (i) the alternative base rate plus an applicable margin of 5.00% or (ii) adjusted LIBOR plus an applicable margin of 6.00%. The Borrower may elect, at its option, to prepay any borrowing outstanding under the Credit Agreement without premium or penalty (except with respect to any break funding payments which may be payable pursuant to the terms of the Credit Agreement). The obligations under the Credit Agreement are guaranteed by all of the material subsidiaries of the Borrower and secured on a first-priority basis by substantially all of the Borrower's and the Guarantors' assets, including, without limitation, collateral rig mortgages on the Borrower's and the Guarantors' offshore drilling rigs and pledges of stock of all other, direct and indirect, subsidiaries of the Borrower. The Credit Agreement contains certain customary representations and warranties, including, without limitation: organization; powers; authority; enforceability; no conflicts; litigation, margin regulations, Investment Company Act; anti-corruption laws and sanctions laws; disclosure; financial condition; no material adverse change; taxes; consents; insurance; intellectual property; ownership of property; collateral documents; legal names; rigs; form of rig mortgages; pari passu or priority status; no immunity; solvency; compliance with laws; and ERISA. The Credit Agreement also contains certain affirmative and negative covenants, including, without limitation: existence; maintenance of properties; payment of taxes; compliance with ERISA; maintenance of insurance; delivery of financial statements; notices of material events; inspection rights; maintenance of books and records; conduct of business; compliance with laws (including anti-corruption laws and sanctions); compliance with environmental laws; requirements to grant additional collateral; maintenance of flag and ship registry; restrictions on secured indebtedness; restrictions on dividends and distributions; and restrictions on use of proceeds from asset sales. The Credit Agreement also contains certain events of default, including, without limitation: non-payment; non-compliance with covenants or other agreements; breaches of representations and warranties; cross-default to material indebtedness; voluntary and involuntary bankruptcy; judgments; and change of control. A copy of the Amended and Restated Senior Secured Term Loan Agreement is available at https://is.gd/xPVjmX The the Administrative Agent and Collateral Agent may be reached at: JPMorgan Chase Bank, N.A. 500 Stanton Christiana Road NCC 5/FL 1 Newark, DE 19713 Attention: David Brace Telephone: (302) 552-6020 Facsimile: (302) 634-4250 Email: david.e.brace@jpmorgan.com $46.6-Mil. Letter of Credit Agreement On the Effective Date, Paragon entered into the Letter of Credit Agreement (the "LC Agreement") among the lenders deemed party thereto, JPMorgan Chase Bank, N.A., as administrative agent for the lenders, and the issuing banks of the Existing Letters of Credit. Pursuant to the Existing Revolving Credit Agreement, the Issuing Banks issued certain letters of credit which remain outstanding on the Effective Date (such letters of credit, the "Existing Letters of Credit") and which Existing Letters of Credit are deemed issued under the LC Agreement pursuant to the Plan. The aggregate face amount of the Existing Letters of Credit as of the Effective Date is $46,664,090.13. The maturity date of the LC Agreement is July 18, 2022. Until such maturity date, Paragon shall pay a letter of credit fee to the lenders calculated on the outstanding face amount of the Existing Letters of Credit at a rate per annum equal to 2.50%. In addition the applicable Issuing Bank shall earn a fronting fee with respect to each Existing Letter of Credit issued by it at a per annum rate equal to 0.125% on the average daily amount available to be drawn under such Existing Letter of Credit. The LC Agreement contains an event of default in the event of non-payment of fees or other amounts payable under the LC Agreement within three (3) business days when due. A copy of the LC Agreement is available at https://is.gd/NGOcW0 The Administrative Agent and Sub-Agent may be reached at: JPMorgan Chase Bank, N.A. 500 Stanton Christiana Road NCC 5/FL 1 Newark, DE 19713 Attention: David Brace Telephone: (302) 552-6020 Facsimile: (302) 634-4250 Email: david.e.brace@jpmorgan.com JPMorgan as Issuing Bank may be reached at: JPMorgan Chase Bank, N.A. c/o JPMorgan Treasury Services 10420 Highland Manor Drive 4th Floor Tampa, FL 33610 Attention: Standby Letter of Credit Department Attention: David Brace Telephone: 302-552-6020 Facsimile: 302-634-4733 Email: david.e.brace@jpmorgan.com Attention: Joseph Fitzgerald Telephone: 302-634-3368 Facsimile: 302-634-4733 Email: joseph.t.fitzgerald@jpmorgan.com Attention: Christopher Johnson Telephone: 302-634-2617 Facsimile: 302-634-4733 Email: christopher.x.johnson@chase.com Attention: Ryan Kelley Telephone: (302) 552-0867 Facsimile: (302) 634-4733 Email: ryan.p.kelley@jpmorgan.com Citibank as Issuing Bank may be reached at: Zach Cooper Citi | Global Energy Group Office: 713.821.4724 Cell: 713.876.1293 E-mail: Zach.cooper@citi.com HSBC as Issuing Bank may be reached at: HSBC Bank USA Attention: CTLA Loan Administration Telephone: 212-525-1529 Facsimile: 847-793-3415 Email: CTLANY.LoanAdmin@us.hsbc.com Registration Rights Agreement On the Effective Date, Paragon entered into a registration rights agreement pursuant to which, subject to certain limited exceptions, Paragon agreed to file with the SEC upon a written request by (i) certain holders of 10% or more of Paragon's ordinary shares or (ii) subject to the Company's consent (which consent shall not be unreasonably withheld), two or more holders who are holders as of the Effective Date and collectively hold 15% or more of Paragon's ordinary shares a registration statement for the public offering and sale of the ordinary shares of Paragon held by those holders and thereafter to use its commercially reasonable efforts to cause such registration statement to be declared effective as promptly as practicable. The Registration Rights Agreement contains other customary terms and conditions, including, without limitation, provisions with respect to piggy-back rights, blackout periods and indemnification. The Registration Rights Agreement also provides that, during the five years following the Effective Date, the Company will pay all underwriters' discounts and commissions relating to a request for registration made by a Permitted Group, in addition to customary expenses of the registration. A copy of the Registration Rights Agreement is available at https://is.gd/HHEq8W Shareholders Agreement On the Effective Date, Paragon entered into a shareholders agreement with the beneficial owners of the ordinary shares of Paragon. The Shareholders Agreement provides, among other things, certain information, inspection and preemptive rights to shareholders and restricts certain transactions by the Company with affiliates during the three years following the Effective Date. A copy of the Shareholders Agreement is available at https://is.gd/V9FLw0 Litigation Trust Agreement On the Effective Date, in connection with the effectiveness of, and pursuant to the terms of, the Plan, the Company, Paragon, certain of the reorganized Debtors and the Joint Administrators entered into a Litigation Trust Agreement with Drivetrain, LLC, as Litigation Trust Management, and certain members of a Litigation Trustee Committee, pursuant to which a trust was established for the benefit of certain holders of allowed claims under the Plan. Pursuant to the Plan and the Confirmation Order, the Company and the reorganized Debtors party thereto transferred to the Litigation Trust certain claims against Noble Corporation plc relating to the Company's separation from Noble. In addition, pursuant to the terms of the Litigation Trust Agreement, Paragon's subsidiary, Paragon International Finance Company, agreed to provide the Litigation Trust with an interest-free delayed draw term loan of up to $10,000,000 in cash to fund the reasonable costs and expenses associated with the administration of the Litigation Trust (the "Litigation Trust Term Loan"). The Litigation Trust Term Loan matures upon the earlier of (i) the date of the final distribution of all of the Litigation Trusts' assets to its beneficiaries and (ii) the date upon which any distribution is made by the Litigation Trust to any holder of Class A Litigation Trust Interests (as defined in the Plan). Further, the Litigation Trust Management may prosecute the Noble Claims and conduct such other action as described in and authorized by the Plan, make timely and appropriate distributions to the beneficiaries of the Litigation Trust and otherwise carry out the provisions of the Litigation Trust Agreement. None of the Company, Paragon or any of the reorganized Debtors is a beneficiary of the Trust. A copy of the Litigation Trust Agreement is available at https://is.gd/9I5rsy The Litigation Trust Management may be reached at: Alan Carr Drivetrain Advisors 630 Third Avenue, 21st Floor New York, NY 10017 The Litigation Trust Management is represented by: James Johnston Jones Day 555 South Flower St, 15th Floor Los Angeles, CA 90071 Debt Securities On the Effective Date, in connection with the effectiveness of, and pursuant to the terms of, the Plan, all outstanding obligations under the following notes issued by the Company and the indenture governing such obligations have been cancelled and discharged: * 6.75% Senior Notes due 2022 issued pursuant to the Indenture, dated as of July 18, 2014, by and among the Company, as issuer, each of the guarantors named therein, and Deutsche Bank Trust Company Americas, solely in its capacity as indenture trustee; and * 7.25% Senior Notes due 2024 issued pursuant to the Senior Notes Indenture. Debt Agreements In addition, in connection with the effectiveness of, and pursuant to the terms of, the Plan, on the Effective Date, the Company and certain of its subsidiaries have been released from their respective obligations under these agreements, except to the limited extent expressly set forth in the Plan, and Paragon has assumed the indebtedness and obligations under the Debt Agreements, as amended and restated pursuant to the terms of the Credit Agreement: * Senior Secured Revolving Credit Agreement, dated as of June 17, 2014, by and among Paragon International Finance Company and the Company, as borrowers, the lenders and Issuing Banks party thereto from time to time, the Revolving Credit Facility Agent, J.P. Morgan Securities LLC, Deutsche Bank Securities Inc., and Barclays Bank plc, as Joint Lead Arrangers and Joint Lead Bookrunners and certain other parties thereto (as amended, restated, modified, or supplemented from time to time); and * Term Loan Agreement, dated as of July 18, 2014, by and among the Company, as parent, Paragon Offshore Finance Company, as borrower, the lenders party thereto from time to time, the Term Loan Agent and certain other parties thereto. Disposition of Assets In connection with the Chapter 11 Cases and the Plan, on and prior to the Effective Date, the Company and certain of its subsidiaries effectuated certain restructuring transactions, pursuant to which the Company formed Paragon as a wholly-owned subsidiary of the Company and transferred to Paragon substantially all of the subsidiaries, and other assets, of the Company. Thereafter, on the Effective Date, in connection with the effectiveness of, and pursuant to the terms of, the Plan and the Confirmation Order, Paragon issued, at the direction of the Company, to specified holders of allowed claims under the Plan all of Paragon's outstanding ordinary shares, which issuance resulted in a disposition of substantially all of the Company's assets. Paragon's ordinary shares were issued pursuant to the exemption from registration under the Securities Act of 1933, as amended, contained in Section 1145 of the Bankruptcy Code in exchange for certain claims against the Company. In addition, the Company also issued to such specified holders cash, debt and interests in the Litigation Trust, in each case, upon the effectiveness of, and pursuant to the terms of, the Plan, resulting in the elimination of approximately $2.4 billion of the Company's previously existing debt. Following the consummation of the foregoing transactions, the Company holds approximately $11.1 million-of cash on trust to discharge the fees, expenses and disbursements of the administration of the Company (including the Administrators' fees and expenses) and the wind down of the Company's remaining subsidiaries (excluding Prospector Offshore Drilling S.a.r.l ("Offshore Drilling") and certain of its direct and indirect subsidiaries) ("the PLC Subsidiaries"). In accordance with the Plan, the Company will continue to hold the shares in Offshore Drilling after the Effective Date until such shares can be transferred to Paragon (or one of its affiliates), pursuant to the security arrangements to which such shares are subject. The Company's interest in the PLC Subsidiaries are expected to be of negligible value once the costs of winding down the Company and the PLC Subsidiaries are met. The Company's other assets comprise a small level of IT equipment and office furniture, which assets have a nominal value. In accordance with the Plan and the Confirmation Order, the Company and the PLC Subsidiaries shall in due course be wound down and dissolved by the Joint Administrators of the Company in accordance with applicable law. About Paragon Offshore Houston, Texas-based Paragon Offshore plc (OTC: PGNPQ) -- http://www.paragonoffshore.com/-- is a global provider of offshore drilling rigs. Paragon is a public limited company registered in England and Wales. Paragon Offshore Plc, et al., filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10385 to 16-10410) on Feb. 14, 2016, after reaching a deal with lenders on a reorganization plan that would eliminate $1.1 billion in debt. The petitions were signed by Randall D. Stilley as authorized representative. Judge Christopher S. Sontchi is assigned to the cases. The Debtors reported total assets of $2.47 billion and total debt of $2.96 billion as of Sept. 30, 2015. The Debtors engaged Weil, Gotshal & Manges LLP as general counsel; Richards, Layton & Finger, P.A. as local counsel; Lazard Freres & Co. LLC as financial advisor; Alixpartners, LLP, as restructuring advisor; PricewaterhouseCoopers LLP as auditor and tax advisor; and Kurtzman Carson Consultants as claims and noticing agent. No request has been made for the appointment of a trustee or an examiner in the cases. On Jan. 27, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Paul, Weiss, Rifkind, Wharton & Garrison LLP serves as main counsel to the Committee and Young Conaway Stargatt & Taylor, LLP acts as co-counsel. The committee retained Ducera Partners LLC as financial advisor. Counsel to JPMorgan Chase Bank, N.A. (a) as administrative agent under the Senior Secured Revolving Credit Agreement, dated as of June 17, 2014, and (b) as collateral agent under the Guaranty and Collateral Agreement, dated as of July 18, 2014, are Sandeep Qusba, Esq., and Kathrine A. McLendon, Esq., at Simpson Thacher & Bartlett LLP. PJT Partners serves as its financial advisor. Delaware counsel to JPMorgan Chase Bank, N.A. are Landis Rath & Cobb LLP's Adam G. Landis, Esq.; Kerri K. Mumford, Esq.; and Kimberly A. Brown, Esq. Counsel to Cortland Capital Market Services L.L.C. as administrative agent under the Senior Secured Term Loan Agreement, dated as of July 18, 2014, are Arnold & Porter Kaye Scholer LLP's Scott D. Talmadge, Esq.; Benjamin Mintz, Esq.; and Madlyn G. Primoff, Esq. Delaware counsel to Cortland Capital Market Services L.L.C. are Potter Anderson & Corroon LLP's Jeremy W. Ryan, Esq.; Ryan M. Murphy, Esq.; and D. Ryan Slaugh, Esq. Counsel to Deutsche Bank Trust Company Americas as trustee under the Senior Notes Indenture, dated as of July 18, 2014, for the 6.75% Senior Notes due 2022 and the 7.25% Senior Notes due 2024, are Morgan, Lewis, & Bockius LLP's James O. Moore, Esq.; Glenn E. Siegel, Esq.; and Joshua Dorchak, Esq. Freshfields Bruckhaus Deringer LLP serves as legal counsel to the Term Loan Agent and FTI Consulting, Inc. serves as its financial advisor. * * * Paragon Offshore said June 7, 2017, that the Bankruptcy Court has approved the Company's consensual plan of reorganization. Under the Consensual Plan, which the Company announced May 2, 2017, Paragon's existing equity will be deemed worthless and the company's secured creditors and unsecured bondholders will receive equity in a new reorganized parent company. Under the Consensual Plan of Reorganization, approximately $2.4 billion of previously existing debt will be eliminated in exchange for a combination of cash and to-be-issued new equity. If confirmed, the Secured Lenders will receive their pro rata share of $410 million in cash and 50% of the new, to-be-issued common equity, subject to dilution. The Bondholders will receive $105 million in cash and an estimated 50% of the new, to-be-issued common equity, subject to dilution. The Secured Lenders and Bondholders will each appoint three members of a new board of directors to be constituted upon emergence of the Company from bankruptcy and will agree on a candidate for Chief Executive Officer who will serve as the seventh member of the board of directors of the Company. As a necessary component of the Consensual Plan, Paragon Offshore filed before the High Court of Justice, Chancery Division, Companies Court of England and Wales an application for administration in the United Kingdom and sought an order appointing two partners of Deloitte LLP as administrators of the company. The application was granted on May 23, 2017. Neville Barry Kahn and David Philip Soden were appointed Joint Administrators of Paragon Offshore Plc on May 23, 2017. The affairs, business and property of the Company are managed by the Joint Administrators. The Joint Administrators act as agents of the Company and contract without personal liability. PARETEUM CORP: Expects to Get $1.15M From Warrants Exercise ----------------------------------------------------------- Pareteum Corp. entered into Warrant Exercise Agreements with certain holders of outstanding warrants to purchase up to an aggregate of 1,150,000 shares of common stock of the Company at $1.87 per share whereby the Exercising Holders and the Company agreed that the Exercising Holders would, exercise their Original Warrants at a reduced exercise price of $1.00 per share. The Company expects to receive aggregate gross proceeds before expenses of approximately $1.15 million from the exercise of the Original Warrants by the Exercising Holders. In consideration for the Exercising Holders exercising their Original Warrants, the Company will issue to each Exercising Holder a new warrant to purchase shares of the Company's common stock equal to the number of shares of common stock received by such Exercising Holder upon the cash exercise of such Exercising Holder's Original Warrants. The terms of the New Warrants will be substantially similar to the terms of the Original Warrants, except that the New Warrants will (i) have an exercise price equal to $1.39 per share and (ii) be exercisable six months from first issuance of the New Warrants, for a period of five years. The issuance of the New Warrants will not be registered under the Securities Act of 1933, as amended, or any state securities laws. The New Warrants will be issued in reliance on the exemption from registration provided by Section 4(a)(2) under the Securities Act and/or Regulation D promulgated thereunder. Each Exercising Holder has represented that it is an accredited investor, as defined in Rule 501 of Regulation D promulgated under the Securities Act. In connection with the Exercise Agreements, the Company engaged Joseph Gunnar & Co., LLC to act as the Company's placement agent. The Company has agreed to pay Joseph Gunnar & Co., LLC a cash fee equal to seven percent of the sum of the gross proceeds received by the Company from the exercise of the Original Warrants. About Pareteum Corp New York-based Pareteum Corporation (NYSEMKT: TEUM), formerly known as Elephant Talk Communications, Inc. -- http://www.pareteum.com/ -- is an international provider of business software and services to the telecommunications and financial services industry. Pareteum incurred a net loss of $31.44 million for the year ended Dec. 31, 2016, compared with a net loss of $5 million for the year ended Dec. 31, 2015. As of March 31, 2017, Pareteum had $13.10 million in total assets, $16.33 million in total liabilities and a total stockholders' deficit of $3.23 million. Squar Milner, LLP, in Los Angeles, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has suffered recurring losses from operations, has an accumulated deficit of $287,080,234 and has negative working capital. This raises substantial doubt about the Company's ability to continue as a going concern. PATTERN ENERGY: Moody's Assigns Ba3 CFR, PDR & Sr. Unsecured Rating ------------------------------------------------------------------- Moody's Investors Service assigned a Ba3 corporate family rating (CFR), a Ba3-PD probability of default rating (PDR) and Ba3 senior unsecured rating to the $350 million senior unsecured notes being issued at Pattern Energy Group Inc. Moody's also assigned an SGL-2 speculative grade liquidity rating to Pattern and an LGD4 loss given default rating to the unsecured notes. The rating outlook is stable. The proceeds from the notes issuance will be used to partly finance the acquisition of the 324 MW Broadview wind project located in New Mexico as well as pay down certain amounts drawn under Pattern's $500 million revolving credit facility to fund the 180MW Armow project in Ontario, Canada, acquired in October 2016. PEAK 10: S&P Affirms 'B' CCR, Lowers Outlook to Negative -------------------------------------------------------- S&P Global Ratings affirmed its 'B' corporate credit rating on Charlotte, N.C.-based data center operator Peak 10 Holding Corp. and revised the outlook to negative from stable. At the same time, S&P said, "we assigned a 'B' issue-level rating and '3' recovery rating to Peak 10's proposed $150 million senior secured revolving credit facility maturing in 2022 and $1,120 million first-lien term loan maturing in 2024. The '3' recovery rating indicates our expectation for meaningful (50%-70%; rounded estimate: 60%) recovery for lenders in the event of a payment default. "We also assigned a 'CCC+' issue-level rating and '6' recovery rating to its proposed $390 million senior secured second-lien term loan maturing in 2025. The '6' recovery rating indicates our expectation for negligible (0%-10%; rounded estimate: 0%) recovery for lenders in the event of a payment default. "We will withdraw the ratings on Peak 10's existing debt, which will be redeemed as part of the transaction, when it has been repaid. "The outlook revision to negative reflects our expectation that adjusted leverage, pro forma for the acquisition, will increase to the low-8x area in 2017 and remain above our 7x downgrade threshold until 2019. Still, we believe the company has the ability to significantly improve leverage over the next few years from EBITDA growth given strong demand for data center services and identified cost synergies related to the acquisition of ViaWest. We believe integration risk is limited because the companies have similar business models and no geographic overlap. We also believe identified cost synergies are fully attainable since they are primarily related to corporate overhead, although costs to achieve them prevent a net benefit from being realized for roughly 18-24 months. Further, we expect Peak 10 will generate modest levels of free operating cash flow (FOCF) and that EBITDA interest coverage will be between 2x-3x through 2018." The negative outlook reflects Peak 10's heightened leverage, which will exceed 8x pro forma for the acquisition, but also considers a credible de-leveraging path through organic revenue growth and the realization of cost synergies. S&P said, "We could lower the rating if the company does not improve leverage to the mid-7x area by year-end 2018, which could occur if there are execution mishaps, realized synergies are delayed, or the company pursues additional debt-funded acquisitions, such that we believe the company will not be able to improve leverage below 7x in 2019. Alternatively, we could lower the rating if operating performance is weaker than we expect, including higher churn, pricing pressure, and elevated capital expenditures, leading to ongoing negative FOCF and reduced availability under the revolving credit facility or sustained leverage above 7x. "We could revise the outlook to stable if the company is able to improve leverage to the mid-7x area and realize identified synergies by year-end 2018, such that we believe the company is on a path to improve leverage below 7x in 2019." PEARL ALLEN: Hires Keller Williams as Real Estate Broker -------------------------------------------------------- Pearl Allen Ltd, has filed an amended application with the U.S. Bankruptcy Court for the Western District of New York seeking approval to hire Keller Williams Realty Buffalo Northtowns, as real estate broker to the Debtor. Pearl Allen requires Keller Williams to market and sell the Debtors property known as 691 West Avenue, Buffalo, New York 14213. Keller Williams will be paid a commission of 6% of the sale or exchange price of the property. Nicholas J. Giambra, member of Keller Williams Realty Buffalo Northtowns, 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. Keller Williams can be reached at: Nicholas J. Giambra KELLER WILLIAMS REALTY BUFFALO NORTHTOWNS 5500 Main Street, Suite 108 Williamsville, NY 14221 Tel: (716) 832-3300 About Pearl Allen Ltd Pearl Allen Ltd, based in Buffalo, NY, filed a Chapter 11 petition (Bankr. W.D.N.Y. Case No. 15-12224) on October 16, 2015. Arthur G. Baumeister, Jr., Esq., at Amigone Sanchez & Mattrey LLP, serves as bankruptcy counsel. In its petition, the Debtor estimated $1.03 million in assets and $674,959 in liabilities. The petition was signed by J. Anthony DiGiulio, vice president. PFO GLOBAL: Ch. 11 Trustee Hires Rochelle McCullough as Counsel --------------------------------------------------------------- Shawn K. Brown, the Chapter 11 Trustee of PFO Global, Inc., et al., seeks authority from the U.S. Bankruptcy Court for the Northern District of Texas to employ Rochelle McCullough L.L.P., as counsel to the Trustee. The Trustee requires Rochelle to: a) advise the Trustee with respect to his powers and duties in the Bankruptcy Cases; b) assist in the Trustee's ongoing investigation of the acts, conduct, assets, liabilities, and financial condition of the Debtors, the operation of the Debtors' businesses, and other matters relevant to the Bankruptcy Cases; and c) perform such other legal services as may be required and are in the interest of the estate. Rochelle will be paid at these hourly rates: Michael R. Rochelle $610 Kevin D. McCullough $475 Gregory H. Bevel $500 Edwin Paul Keiffer $500 Andy Jillson $475 Kathryn G. Reid $325 Shannon Thomas $210 Wesley Gould $140 Paralegals Rochelle will also be reimbursed for reasonable out-of-pocket expenses incurred. Kevin D. McCullough, partner of Rochelle McCullough L.L.P., 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. Rochelle can be reached at: Kevin D. McCullough, Esq. Kathryn G. Reid, Esq. Shannon Thomas, Esq. ROCHELLE McCULLOUGH, LLP 325 N. St. Paul Street, Suite 4500 Dallas, TX 75201 Tel: (214) 953-0182 Fax: (214) 953-0185 E-mail: kdm@romclaw.com kreid@romclaw.com sthomas@romclaw.com About PFO Global, Inc. PFO Global, Inc., and each of its affiliates Pro Fit Optix Holding Company, LLC, Pro Fit Optix, Inc., PFO Technologies, LLC, PFO Optima, LLC, and PFO MCO, LLC, filed Chapter 11 petitions (Bankr. N.D. Tex. Lead Case No. 17-30355) in Dallas on Jan. 31, 2017. The Debtors are a consolidated group of companies that operate in the eyewear and lenses industry worldwide. Global owns 100% of the equity interests in Holding. In turn, Holding owns 100% of the equity interests in Optix, Technologies, Optima and MCO. Rosa R. Orenstein, Esq. and Nathan M. Nichols, Esq., at Orenstein Law Group, P.C., serve as the Debtors' bankruptcy counsel. Haynes and Boone, LLP, is their special corporate and securities law counsel. Mahesh Shetty, a certified public accountant, is the Debtor's financial officer. In February 2017, a three-member panel was appointed as official committee of unsecured creditors in the Debtors' case. The Committee retained Shraiberg, Ferrara, Landau & Page, P.A. as legal counsel, and McCathern, PLLC as local counsel. PME MORTGAGE: U.S. Trustee Forms 5-Member Committee --------------------------------------------------- The Office of the U.S. Trustee on July 17 appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of PME Mortgage Fund Inc. The committee members are: (1) Michael Sirelson 7424 Village 7 Camarillo, CA 93012 Phone: 760-835-1798 (2) Sandra Petrucelli 33349 Wallace Way Yucaipa, CA 92399 Phone: 909-838-4488 (3) Thomas A. Whittemore 5022 Harlan Drive Klamath Falls, OR 97602 Phone: 541-274-0594 (4) Barbara Weiner 405 San Martin Circle Big Bear City, CA 92314 Phone: 909-585-7378 (5) Jerry Goulding P.O. Box 8172 Truckie, CA 96162 Phone: 530-587-5609 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. PME Mortgage Fund is represented by: Derrick Talerico, Esq. David B. Zolkin, Esq. Zolkin Talerico LLP 12121 Wilshire Blvd., Suite 1120 Los Angeles, CA 90025 Tel: 424-500-8552 Email: dtalerico@ztlegal.com Email: dzolkin@ztlegal.com About PME Mortgage Fund Inc. PME Mortgage Fund Inc. is a privately held company in Big Bear Lake, CA. The Debtor is an affiliate of hard-money lender Pacific Mortgage Exchange, Inc., which has provided hard money loan programs for over 30 years. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 17-15082) on June 19, 2017. The petition was signed by Nicholas Rubin, chief restructuring officer. At the time of the filing, the Debtor disclosed that it had estimated assets and liabilities of $10 million to $50 million. PREMIUM COMMERCIAL: Hires Orenstein Law as Counsel -------------------------------------------------- Premium Commercial Plumbing, Inc., seeks authority from the U.S. Bankruptcy Court for the Northern District of Texas to employ Orenstein Law Group, P.C., as counsel to the Debtor. Premium Commercial requires Orenstein Law to: a. give the Debtor legal advice with respect to its respective duties, powers and obligations; b. assist the Debtor in its investigation of its assets, liabilities, and financial condition, the Debtor's businesses, and any other matter relevant to thie Bankruptcy Case or to the formulation of a plan or plans of reorganization; c. file, or amend if necessary, schedules and statements of financial affairs and any other pleading or document deemed necessary to be filed on behalf of the Debtor; d. participate with the Debtor in the formulation of a plan or plans of reorganization, including, if necessary, attend and assist in negotiation sessions, discussions and meetings with its creditors; e. assist the Debtor in the sale of any of its assets pursuant to Section 363 of the Bankruptcy Code, if applicable; f. assist the Debtor in requesting the appointment of professional persons, should such action be necessary; g. represent the Debtor at all necessary hearings, including but not limited to motions, trials, rejection and acceptance of executory contract hearings, disclosure statement and plan confirmation hearings; and h. perform such other legal services as may be required and in the best interests of the Debtor and its estate, including, but not limited to, prosecution of appropriate necessary adversary proceedings. Orenstein Law will be paid at these hourly rates: Attorneys $275-$450 Legal Assistants $100 On June 6, 2017, the Debtor provided Orenstein Law with an initial pre-petition retainer in the amount of $5,000. On June 21, 2017, the Debtor provided Orenstein Law with an additional retainer in the amount of $25,000. As of the Petition Date, there remained a balance of $25,783 in the retainer. Orenstein Law will maintain the balance of the Retainer in its trust account pending further order of this Court. Orenstein Law will also be reimbursed for reasonable out-of-pocket expenses incurred. Rosa R. Orenstein, partner of Orenstein Law Group, P.C., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Orenstein Law can be reached at: Rosa R. Orenstein, Esq. ORENSTEIN LAW GROUP, P.C. 1910 Pacific Avenue, Suite 8040 Dallas, TX 75201 Tel: (214) 757-9101 Fax: (972) 764-8110 About Premium Commercial Plumbing, Inc. Headquartered in Caddo Mills, Texas, Premium Commercial Plumbing, Inc., formerly known as Shadetree Electric Of Arkansas Inc., is a nonresidential building operator whose principal assets are located at 4717 State Highway 34 S Greenville, Texas. Premium Commercial filed for Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 17-32426) on June 22, 2017, estimating its assets and liabilities at between $1 million and $10 million each. The petition was signed by Roy Wilcox, president. Judge Harlin DeWayne Hale presides over the case. Nathan M. Nichols, Esq., and Rosa R. Orenstein, Esq., at Orenstein Law Group, P.C., serve as the Debtor's bankruptcy counsel. RCWE HOLDING: Hires Altair Management as Property Manager --------------------------------------------------------- RCWE Holding Company seeks authority from the U.S. Bankruptcy Court for the Western District of Pennsylvania to employ Altair Management, LLC, as property manager to the Debtor. RCWE Holding requires Altair Management to manage the Debtor's property a multi-tenant office building, located at 155 West 8th Street, Erie, PA 16501. Altair Management will be paid 5% of the rents collected. Altair Management will also be reimbursed for reasonable out-of-pocket expenses incurred. Charles J. Peters, managing member of Altair Management, LLC, 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. Altair Management can be reached at: Charles J. Peters ALTAIR MANAGEMENT, LLC 1001 State Street, Suite 307 Erie, PA 16501 Tel: (814) 622-1121 About RCWE Holding Company Headquartered in Erie, Pennsylvania, RCWE Holding Company filed for Chapter 11 bankruptcy protection (Bankr. W.D. Pa. Case No. 17-10597) on June 12, 2017, estimating its assets and liabilities at between $1 million and $10 million. The petition was signed by Mr. Ken Smith, member of the Board of Directors. Judge Thomas P. Agresti presides over the case. Guy C. Fustine, Esq., at Knox Mclaughlin Gornall & Sennett, P.C., serves as the Debtor's bankruptcy counsel. REVLON INC: S&P Lowers CCR to 'B' On Continued Weak Performance --------------------------------------------------------------- S&P Global Ratings lowered its corporate credit rating on U.S.-based Revlon Inc. to 'B' from 'B+'. The outlook is stable. In addition, S&P said, "we lowered our issue-level rating on the company's $1.8 billion term loan B to 'B' from 'B+', with a '3' recovery rating indicating our expectation for meaningful (50%-70%; rounded estimate: 50%) recovery in the event of a payment default. "Concurrently, we lowered our issue-level rating on the company's $500 million notes due in 2021 and $450 million notes due in 2024 to 'B-' from 'B'. The recovery rating on both is '5', reflecting our expectation for modest (10%-30%; rounded estimate: 15%) recovery of principal in the event of a payment default. "The rating action reflects our belief that Revlon's operating performance will remain below our previous expectations, with pro forma debt leverage increasing to about 8x (excluding restructuring and integration costs from our EBITDA addbacks) by the end of fiscal 2017 from our earlier projection of mid-5x. Moreover, we now expect that the company's FOCF will turn negative during the year and that credit metrics will remain very weak through 2018. "The stable outlook reflects our expectations that Revlon's operating performance will strengthen throughout 2018 as it benefits from its mass-channel growth initiatives. We expect the majority of the company's restructuring efforts and costs to implement synergies to be completed in 2017, leading to better profits and margins, and stronger credit ratios in 2018. "We could lower our ratings if mass-channel growth initiatives fail and sales and margins continue to weaken, hindering its efforts to strengthen credit ratios and improve cash flows. Under this scenario, debt leverage remains over 8x. We could also lower the ratings if FOCF remains negative. "We could consider a higher rating if the company maintains its shelf space within its mass channel and improves its sales and margin, such that debt leverage declines below 6x. We do not expect this to happen over the next 12 months." RJRAMDHAN GROUP: Names Robert Wilcox as Attorney ------------------------------------------------ RJRamdhan Group LLC seeks authorization from the U.S. Bankruptcy Court for the Middle District of Florida to employ Robert D. Wilcox and Wilcox Law Firm as attorney. Wilcox Firm will represent the Debtor in bankruptcy and related litigation, including the development and implementation of a Chapter 11 plan of reorganization. Wilcox Firm will be paid at these hourly rates: Robert D. Wilcox $325 Attorneys/Partners $225-$400 Associates $165-$235 Wilcox Firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert D. Wilcox, a partner of Wilcox Firm, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. Wilcox Firm can be reached at: Robert Wilcox, Esq. WILCOX LAW FIRM 820 AIA North, Suite W-15 Ponte Vedra Beach, FL 32082 Tel: (904) 405-1248 E-mail: rw@wlflaw.com About RJRamdhan Group RJRamdhan Group, LLC filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 17-02241) on June 19, 2017. The Debtor is represented by Robert D. Wilcox, Esq., at Wilcox Law Firm. RV COLLISION: Hires Robert Rothfeld as Accountant ------------------------------------------------- RV Collision and Restoration LLC seeks authorization from the U.S. Bankruptcy Court for the Middle District of Florida to employ Robert Rothfeld and Taxman USA Inc as accountant. The Debtor requires Taxman USA to: (a) prepare 2015 and 2016 taxes; (b) assist in the submission of monthly operating reports; and (c) provide all other services of an accounting nature. Taxman USA will be reimbursed for reasonable out-of-pocket expenses incurred. Robert Rothfeld and Taxman USA 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. Taxman USA can be reached at: Robert Rothfeld TAXMAN USA, INC. 822 Bryan Street Kissimmee, FL 34741 Tel: (407) 932-3499 About RV Collision and Restoration RV Collision and Restoration, LLC, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 17-01590) on March 13, 2017, listing under $1 million in both assets and liabilities. Tyler S. Van Voorhees Law, LLC represents the Debtor as bankruptcy counsel. S B BUILDING ASSOCIATES: Examiner Hires Trenk DiPasquale as Atty. ----------------------------------------------------------------- Frank Pina, the Chapter 11 Examiner of S B Building Associates Limited Partnership, et al., seeks authority from the U.S. Bankruptcy Court for the District of New Jersey to employ Trenk DiPasquale Della Fera & Sodono, P.C., as attorney to the Examiner. The Examiner requires Trenk to represent the Examiner in all aspects of his duties as examiner in the Chapter 11 bankruptcy proceeding. Trenk will be paid at these hourly rates: Partners $400 Associates $250 Paralegals $215 Trenk will also be reimbursed for reasonable out-of-pocket expenses incurred. Joseph J. DiPasquale, a partner of Trenk DiPasquale Della Fera & Sodono, P.C., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Trenk can be reached at: Joseph J. DiPasquale, Esq. TRENK DIPASQUALE DELLA FERA & SODONO, P.C. 347 Mt. Pleasant Avenue, Suite 300 West Orange, NJ 07052 Tel: (973) 243-8600 E-mail: jdipasquale@trenklawfirm.com About S B Building Associates Limited Partnership Morristown, New Jersey-based S B Building Associates Limited Partnership, SB Milltown Industrial Realty Holdings, LLC, and Alsol Corporation filed separate Chapter 11 bankruptcy petitions (Bankr. D. N.J. Lead Case No. 13-12682) on Feb. 11, 2013. Judge Vincent F. Papalia presides over the consolidated cases. Alsol's petition disclosed $1 million to $10 million in assets and liabilities. The Debtors are represented by Morris S. Bauer, Esq. -- msbauer@nmmlaw.com – at Norris McLaughlin & Marcus, in Bridgewater, New Jersey; Joseph R Zapata, Jr., Esq., at Mellinger, Sanders & Kartzman, LLC; Gregory J Cannon, Esq., at Berger & Bornstein, LLC; and Elizabeth K. Holdren, Esq., at Hill Wallack. S&S HOLDING: Taps Todd M. Gornstein as Special Counsel ------------------------------------------------------ S&S Holding Company LLC seeks approval from the U.S. Bankruptcy Court for the District of Massachusetts to hire the Law Offices of Todd M. Gornstein & Associates, LLC as special counsel. The firm will assist the Debtor in the sale of its four real estate properties located in Brockton and Franklin, Massachusetts. Todd Gornstein, Esq., the attorney who will be providing the services, will be paid a flat fee of $950 for each property sold. Fees will be paid from the sale proceeds. Mr. Gornstein disclosed in a court filing that he and other members of his firm are "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Todd M. Gornstein, Esq. Law Offices of Todd M. Gornstein & Associates, LLC 246 East Main Street Norton, MA 02766 Tel: (508) 622-1835 Email: toddg@gornsteinlaw.com About S&S Holding Headquartered in Franklin, Massachusetts, S&S Holding Company LLC is a single location business engaged in real property leasing. On March 22, 2017, S&S filed its first Chapter 7 case (Bankr. D. Mass. Case No. 17-40504). It again filed a Chapter 7 petition on June 21, 2017 (Bankr. D. Mass. Case No. 17-41145), which case had been dismissed by the court. S&S sought Chapter 11 bankruptcy protection (Bankr. D. Mass. Case No. 17-41199) on June 29, 2017, estimating assets and liabilities at between $1 million and $10 million. The petition was signed by James McNeil, manager. Judge Elizabeth D. Katz presides over the Chapter 11 case. Ann Brennan, Esq., at Ann Brennan Law Offices, serves as the Debtor's bankruptcy counsel. SABLE INT'L: Moody's Retains Ba3 CFR Amid $300MM Add-on Loan ------------------------------------------------------------ Moody's Investors Service informs that the Ba3 ratings on Sable International Finance Limited (SIFL)'s senior secured term loan, senior secured revolving credit facility and senior unsecured global notes remain unchanged following the proposed USD300 million add-on to its USD1.125 billion senior secured term loan B-3 due in 2025. Proceeds will be used to refinance a portion of the senior unsecured USD1.250 billion notes due 2021 outstanding at Columbus International Inc. (Columbus) as well as cover transaction related fees. The Ba3 corporate family rating (CFR) of Cable & Wireless Communications Limited (CWC), the Ba3 senior unsecured rating on Columbus' notes, and the senior unsecured B2 rating at Cable & Wireless International Finance B.V. (CWIF) remain unchanged. The outlook on the ratings is stable. RATINGS RATIONALE The transaction takes place as part of CWC's ongoing efforts to simplify its capital structure and plans to refinance the debt outstanding at Columbus. The add-on does not have any material effect on CWC's debt and leverage levels, and will extend the maturity of the amount refinanced to 2025 from 2021. Upon closure of the transaction, SIFL's senior secured term loan B-3 will have around USD1.425 billion outstanding. The alignment of the secured and unsecured ratings of SIFL and unsecured ratings of Columbus with CWC's Ba3 CFR reflects Moody's assessment that, with the exception of the unsecured debt at CWIF, there is no structural subordination or security that merits differentiation from the CFR. The CWIF bonds are rated B2, two notches below the CFR, because they benefit only from a structurally subordinated guarantee and have access to CWC's cash flows only after SIFL, ranking last in the priority of claims. CWC's Ba3 CFR is linked to the credit profile and financial policies of its parent, Liberty Global plc (Ba3, stable), which acquired the company in May 2016. The rating also reflects CWC's effective business model, good profitability and leading market positions throughout the Caribbean and Panama. The CFR further incorporates operating challenges and exposure to the emerging economies where the company operates as well as the competitive nature of the telecom industry, negative free cash flow and higher leverage as a result of the Liberty Global acquisition. Despite a higher debt burden, CWC's integration into the Liberty Global group also brings some benefits as it forms part of a larger, well-funded group with a successful M&A track record and experience in Latin America, and targets synergies estimated at USD150 million by year-end 2020. The stable outlook reflects expectations for EBITDA margin (including Moody's adjustments) remaining above 40%, moderate revenue growth and the maintenance of an adequate liquidity position. The outlook also incorporates the return to an adjusted debt/EBITDA ratio under 4.0x and to breakeven free cash flow within the next 12 to 18 months. A ratings upgrade is unlikely at this time given CWC's linkage to Liberty Global's credit profile. However, a ratings upgrade could be considered if more conservative financial policies lead to deleveraging to under 2.5x (adjusted debt/EBITDA) while maintaining stable adjusted EBITDA margins and generating strong positive free cash flow. If Liberty Global's ratings are upgraded, CWC's ratings could also be upgraded. CWC's ratings could be downgraded if adjusted debt/EBITDA increases to over 4.0x or if adjusted EBITDA margin declines toward 35%, both on a sustained basis. If the company's market shares decline or its liquidity position weakens, the ratings would also come under pressure. CWC's ratings could also be downgraded if Liberty Global's ratings are downgraded. A subsidiary of Liberty Global, CWC is an integrated telecommunications provider offering mobile, broadband, video, fixed-line, business and IT services in Panama, Jamaica, the Bahamas, Trinidad & Tobago, and Barbados and other markets, principally in the Caribbean. For the last 12 months to March 2017, CWC generated revenues of USD2.3 billion. The principal methodology used in these ratings was Telecommunications Service Providers published in January 2017. SAILING EMPORIUM: Taps Martin Satinsky as Forensic Accountant ------------------------------------------------------------- The Sailing Emporium, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Maryland to hire a forensic accountant. The Debtor proposes to hire Martin Satinsky, a certified public accountant, in connection with its objection to the claim of The Peoples Bank. The services to be provided by the accountant include quantification of amounts owed to Peoples Bank; analysis of financial transactions; and preparation of an expert report to be used at trial. Mr. Satinsky's hourly rate ranges from $250 to $600, depending on the complexity and nature of the work to be performed. Prior to its bankruptcy filing, the Debtor paid a retainer in the amount of $3,500 to the accountant. The retainer will not be considered to be payment of fees but a deposit to partially secure payment of court-approved fees. Mr. Satinsky disclosed in a court filing that he does not represent any interest adverse to the Debtor or its estate. Mr. Satinsky maintains an office at: Martin J. Satinsky 407 Belle Pointe Drive Nashville, TN 37221-3463 About The Sailing Emporium The Sailing Emporium, Inc., owns and operates a full service marina located on the picturesque Eastern Shore of Maryland on eight acres on Rock Hall Harbor in Rock Hall, Maryland. Services include boat sales, boat repair and restoration, electronics sales and service and sailboat charters. The Property also includes a marine store and nautical gift shop. The Property has 155 deep water slips and 20 transient slips, and the landscaped grounds and other amenities have made this marina a point of interest in Rock Hall. The Sailing Emporium, Inc., filed a Chapter 11 petition (Bankr. D. Md. Case No. 16-24498) on Nov. 1, 2016. The petition was signed by William Arthur Willis, president. 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 J. Catliota. The Debtor's counsel is Lisa Yonka Stevens, Esq., at Yumkas, Vidmar, Sweeney & Mulrenin, LLC. The Debtor has employed Andrew Cantor and Marcus & Millichap Real Estate Investment Services as broker, and tapped Gary T. Mott & Associates, CPA, P.A., as accountant. SANDFORD AND SON: Sale of Property Glendale Property for $190K OK'd ------------------------------------------------------------------- Judge Jean K. FitzSimon of the U.S. Bankruptcy Court for the Eastern District of Pennsylvania authorized the private sale by Sandford and Son and Jay Sandford of real property located at 3054 Limekiln Pike, Glenside, Pennsylvania, to James O'Hannon for $190,000. The sale is free and clear of all liens, interests, and encumbrances. Notwithstanding the foregoing, proceeds generated by the sale will be distributed at closing and in the order of priority under applicable law to the applicable Creditors where there is no dispute between the Debtors and Creditors as to payment to be made. Where there is a dispute about the order or amount of a payment, the proceeds will be held in escrow until the dispute is resolved. The Order will be effective immediately upon entry, and the 14-day stay under Fed. R. Bankr. P. 6004(h) is waived. About Sandford and Son Sandford and Son filed a Chapter 11 petition (Bankr. E.D. Pa. Case No. 14-18330) on Oct. 17, 2014. The company's owner, Jay Sandford, also sought Chapter 11 protection (Case No. 14-18364). Jay Sandford started buying investment properties in Philadelphia in the 1970s with his late father, Walter Sandford (former jointly administered debtor in this case), which they rented out to tenants. Sandford and Son estimated assets and liabilities of $1 million to $10 million as of the bankruptcy filing. The Hon. Jean K. FitzSimon presides over the cases. The Debtors tapped John M. Keating, Esq., at Law Office of John M. Keating, as counsel. SEACOR HOLDINGS: Fitch Affirms & Withdraws 'B' IDR -------------------------------------------------- Fitch Ratings has affirmed and withdrawn the Long-Term Issuer Default Rating (IDR) of Seacor Holdings, Inc. at 'B'. The Rating Outlook is revised to Stable from Negative. Fitch has also upgraded to 'BB-/RR2' from 'B+/RR3' and withdrawn the rating on SEACOR's senior unsecured notes. The ratings have been withdrawn for commercial reasons. SEACOR's ratings reflect its stabilizing fundamentals driven by the spin-off of the negative cash flow generating Offshore Marine segment (OMS) into a newly traded entity called Seacor Marine Holdings Inc. (NYSE: SMHI) and the sale of its 70% ownership stake in Illinois Corn Processing (ICP) for $76 million ($30 million in cash, and the balance in a seller's financing note). These two segments were either non-core or, deeply volatile, non-cash generating segments particularly in the last two years, with OMS impacted by the severe downturn in the oilfield services sector. SEACOR is looking to focus on a smaller, relatively stable business model, with two instead of four segments. The company will continue to remain opportunistic while harnessing strong returns. The two surviving segments post the SMH spin-off and the ICP sale; Shipping Services (SS) and Inland River Services (IRS) reflect stable businesses with some barriers to entry due to the ownership of Jones Act tankers in the SS segment, and historically less unpredictable cash flow profiles. However, Fitch expects some near-term weakness in the IRS segment driven by lower freight rates. Fitch has limited visibility on the day rate profile of the 2017 deliveries in SS but assumes that signed contracts reflect the current macro environment for U.S. flagged tankers. Fitch further expects the new SEACOR to generate positive FCF during the forecast period, which will be used for deleveraging purposes. This is a deviation from a track record of negative FCF generation caused by a robust new build program and larger capex outlays from the OMS and SS segments. Forecast capex is expected around maintenance levels post the 2017 vessel deliveries. SEACOR reported Total Debt/EBITDA of 10.6x in the last 12 months (LTM) of March 31, 2017 compared to 6.2x in the same period in 2016. Pro forma metrics exclude weaker OMS and ICP segments and are expected to improve in the forecast period. SEACOR's mid-cycle leverage excluding non-recourse SEA-Vista debt will improve to 5.9x under the base case. Approximately $571 million of long-term debt, reflecting the post SMH spin off and ICP sale capital structure is affected by rating action. A full list of ratings follows at the end of this release. KEY RATING DRIVERS DIVESTMENTS SUPPORTS STABLE BUSINESS MODEL Fitch believes that the business divestment strategy with the spin-off of OMS and sale of ICP is credit positive and improves overall asset quality, all else equal. On a consolidated basis, and during the forecast period, Fitch estimates that SEACOR will incrementally benefit from the SS segment driven by delivery of two vessels in Q1 and Q3 2017 respectively. The company's sale of ICP slightly increases liquidity, as cash proceeds of $21 million (representing 70% of the total cash proceeds of $30 million received for the sale) will be added to the balance sheet for general corporate purposes. ADEQUATE NEAR-TERM LIQUIDITY POSITION SEACOR's financial policy is to maintain large cash balances to withstand sector volatility, and to opportunistically capitalize on asset purchases. The company had cash and equivalents, restricted cash, and marketable securities of $521.2 million, as of March 31, 2017. Out of the total liquidity, $418.9 million is unrestricted cash, $98.2 million comprises marketable securities, and $4.1 million is classified as restricted cash. Other sources of liquidity are at the asset level including under the ICP revolving credit facility the Sea-Vista revolver and term loan facilities, which are non-recourse, non-guaranteed, and without cross default or cross-acceleration clauses. MANAGEABLE NEAR-TERM MATURITIES PROFILE The company has modest scheduled annual maturities through 2018 that represent principal repayments on asset-specific mortgages, among other indebtedness. The most significant scheduled maturity over the next five years is the remaining $161 million in 7.375% senior notes due 2019. Additionally, the first put date for the $157.1 million outstanding of the 2.5% senior convertible notes is in December 2017. The conversion option is currently out-of-the-money with a conversion price of $54.30 relative to the stock price of $34/share. Pro forma the OMS spin-off, and ICP sale, unrestricted cash on the balance sheet declines to $256.5 million as of March 31, 2017. This amount represents a cash balance on March 31, 2017 less the $183.4 million that goes to the spun-off entity SMH, plus $21 million in cash proceeds from the ICP sale. Fitch believes that the pro forma cash on the balance sheet should adequately cover this obligation should the converts become putable. Reduced capex commitments over the forecast period supports free cash flow generation, which provides incremental liquidity to SEACOR. Finally, unencumbered assets at the IRS level serves as an additional liquidity source. FLEET QUALITY According to management, SEACOR's fleet in the IRS segment average about nine years old compared to about 22% of vessels operating in the U.S. inland water ways, where average vessel age is over 20 years. Two new vessels will join the Shipping Services fleet in 2017. The company is constantly opportunistic, with its fleet management strategy of selling older vessels before they become prohibitively expensive to maintain and picking up newer assets from distressed or other sellers. Overall, SEACOR's relatively young fleet age reduces down time and the need to constantly repair and replace aging vessels. KEY ASSUMPTIONS Fitch's key assumptions within the rating case for SEACOR include: -- Spin-off of OMS segment and sale of ICP in 2017. -- IRS segment assumed to exhibit weaker results in the near term driven by lower freight rates but recover in the out years. -- SS segment cash flow growth supported by delivery of two new- builds. Stable margins through the forecast period. -- Capital spending forecast balanced with near-term capital commitments as disclosed by management. -- Limited share buybacks and security purchases totalling $22 million in 2017. -- Assumes the convertibles remain out of the money during the forecast period. RATING SENSITIVITIES Rating Sensitivities are no longer relevant given the ratings withdrawal. LIQUIDITY SEACOR's financial policy is to maintain large cash balances to withstand sector volatility, and to opportunistically capitalize on asset purchases during cyclical downturns. The company had cash and equivalents, restricted cash, and marketable securities of $521.2 million, as of March 31, 2017. Fitch notes that of the total liquidity, $418.9 million is unrestricted cash, $98.2 million comprises marketable securities, and $4.1 million is classified as restricted cash. Other sources of liquidity are at the asset level including under the ICP revolving credit facility the Sea-Vista revolver and term loan facilities, which are non-recourse, non-guaranteed, and without cross default or cross-acceleration clauses. Fitch expects liquidity to remain strong, with 2017 cash balance forecast at $296 million. FULL LIST OF RATING ACTIONS Seacor Holdings, Inc. -- Long-term IDR affirmed at 'B', Outlook revised to Stable from Negative and withdrawn for commercial reasons; -- Senior unsecured notes upgraded to 'BB-/RR2' from 'B+/RR3' and withdrawn for commercial reasons. SEARS HOLDINGS: Lampert's ESL Has 56.5% Stake as of July 13 ----------------------------------------------------------- In an amended Schedule 13D filed with the Securities and Exchange Commission, these reporting persons disclosed beneficial ownership of shares of common stock of Sears Holdings Corporation as of July 13, 2017: Shares Percentage Beneficially of Name Owned Shares ---- ------------ ---------- ESL Partners, L.P. 63,374,656 56.5% SPE I Partners, LP 150,124 0.1% SPE Master I, LP 193,341 0.2% RBS Partners, L.P. 63,718,121 56.9% ESL Investments, Inc. 63,718,121 56.9% Edward S. Lampert 63,718,121 53.8% The percentage is based upon 107,265,571 shares of Holdings Common Stock outstanding as of May 19, 2017, as disclosed in Holdings' Quarterly Report on Form 10-Q for the fiscal quarter ended April 29, 2017, that was filed by Holdings with the SEC on May 25, 2017, and 4,808,465 shares of Holdings Common Stock that may be acquired by a reporting person within 60 days upon the exercise of Warrants to purchase shares of Holdings Common Stock. On July 13, 2017, in accordance with Section 2.02 of the Amended Second Lien Credit Agreement, the ESL Lenders entered into short-term line of credit loans with the Second-Lien Borrowers pursuant to the terms of those certain Line of Credit Loan Proposals, dated as of July 13, 2017. The July Line of Credit Loans are in an aggregate principal amount of $200 million, have a maturity of 151 days and have a fixed interest rate of 9.75% per annum. In connection with the July Line of Credit Loans, the ESL Lenders executed that certain Line of Credit Lender Joinder Agreement, dated as of July 13, 2017, by and among the ESL Lenders and the Second-Lien Borrowers. A full-text copy of the regulatory filing is available at: https://is.gd/21J98x About Sears Sears Holdings Corporation (NASDAQ: SHLD) -- http://www.searsholdings.com/-- is an integrated retailer focused on seamlessly connecting the digital and physical shopping experiences to serve members. Sears Holdings is home to Shop Your Waytm, a social shopping platform offering members rewards for shopping at Sears and Kmart as well as with other retail partners across categories important to them. The Company operates through its subsidiaries, including Sears, Roebuck and Co. and Kmart Corporation, with more than 2,000 full- line and specialty retail stores in the United States and Canada. Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on Jan. 22, 2002. Kmart emerged from chapter 11 protection on May 6, 2003, pursuant to the terms of an Amended Joint Plan of Reorganization. Skadden, Arps, Slate, Meagher & Flom, LLP, represented Kmart in its restructuring efforts. Its balance sheet showed $16,287,000,000 in assets and $10,348,000,000 in debts when it sought chapter 11 protection. Kmart bought Sears, Roebuck & Co., for $11 billion to create the third-largest U.S. retailer, behind Wal-Mart and Target, and generate $55 billion in annual revenues. Kmart completed its merger with Sears on March 24, 2005. Sears Holdings reported a net loss of $2.22 billion on $22.13 billion of revenues for the fiscal year 2016, compared to a net loss of $1.12 billion on $25.14 billion of revenues for the fiscal year 2015. * * * As reported by the TCR on Jan. 30, 2017, Fitch Ratings has affirmed the Long-term Issuer Default Ratings (IDR) on Sears Holdings Corporation (Holdings) and its various subsidiary entities (collectively, Sears) at 'CC'. The TCR reported on Dec. 19, 2016, that S&P Global Ratings affirmed its ratings, including the 'CCC+' corporate credit rating, on Sears Holdings Corp. "We revised our assessment of Sears' liquidity to less than adequate from adequate based on the impact of continued and meaningful cash use and constraints on contractually committed liquidity from cash use and incremental secured funded borrowings," said credit analyst Robert Schulz. "We do not incorporate any significant prospective asset sales or execution of strategic alternatives for legacy hardline brands into our assessment of committed liquidity." As reported by the TCR on Jan. 24, 2017, Moody's Investors Service downgraded Sears Holdings Corporate Family Rating to 'Caa2' from 'Caa1'. Sears' 'Caa2' rating reflects the company's sizable operating losses - Domestic Adjusted EBITDA (as defined by Sears) was a loss of $884 million in the latest 12 month period. SHORT BARK: U.S. Trustee Forms 7-Member Committee ------------------------------------------------- Andrew R. Vara, Acting U.S. Trustee for Region 3, on July 18, appointed seven creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Short Bark Industries, Inc. The committee members are: (1) Global Enterprises Attn: Michael Selin 7506 N. Chicago Avenue Portland, OR 97203 Tel: (503) 705-5275 (2) Atlantic Diving Supply, Inc. Attn: Kay J. Dunn Jr. 621 Lynnhaven Parkway, Suite 400 Virginia Beach, VA 23452 Tel: (757) 416-6369 (3) Diversitex Inc. Attn: Christopher Summers 376 Hollywood Avenue, Suite 203 Fairfield, NJ 07004 Tel: (973) 787-9252 Fax: (973) 787-9253 (4) Milliken & Company Attn: Gerard Murphy P.O. Box 1926, M149 Spartanburg, SC 29304-1926 Tel: (864) 503-1350 Fax: (864) 503-6866 (5) MMI Textiles, Inc. Attn: Amy Bircher 29260 Clemens Road Westlake, OH 44145 Tel: (440) 899-8050 Fax: (440) 899-8055 (6) SSM Industries, Inc. Attn: Anita Hostetler P.O. Box 602 Spring City, TN 37381 Tel: (423) 365-2426 Fax: (423) 365-2185 (7) Southern Mills, Inc. dba Tencate Protective Fabrics Attn: Bradley Reynolds 365 South Holland Drive Pendergrass, GA 30567 Tel: (706) 693-1776 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 Short Bark Industries Short Bark Industries, Inc. -- http://www.shortbark.com/-- provides military apparels for the Department of Defense, law enforcement industry. The Company's current or previously manufactured items in the military category include but are not limited to military MOLLE, medium and large rucksacks, assault packs, IWCS, ACU, ABU, BDU, helmet covers, FROG, A2CU and more. The Company offers men and boys suits, over garments, bag, and coats. Short Bark Industries holds over 120,000+ square feet of manufacturing capacity with operations in Florida, Puerto Rico and Tennessee. The Company and 1 other affiliates sought bankruptcy protection on July 10, 2017 (Bankr. D. Del., Case No. 17-11501 and Case No. 17-11502). The petition was signed by Phil Williams, CEO and Chairman. The Debtors listed total assets of $10 million to $50 million and total liabilities of $10 million to $50 million. Bielli & Klauder, LLC, serves as lead bankruptcy counsel to the Debtors. SITEONE LANDSCAPE: S&P Raises CCR to BB-, Outlook Stable -------------------------------------------------------- S&P Global Ratings raised its corporate credit rating on Roswell, Ga.-based SiteOne Landscape Supply Inc. to 'BB-' from 'B+'. The outlook is stable. At the same time, S&P said, "we raised our issue-level rating on the company's $300 million (approximately $299 million outstanding) first-lien term loan due 2022 to 'BB' from 'BB-'. The recovery rating remains '2', indicating our expectation of substantial (70% to 90%; rounded estimate: 70%) recovery in the event of a payment default. "The upgrade reflects continued improvement in SiteOne's operating and financial results, more board independence, and a reduction in ownership by private equity firm CD&R and Deere. By year-end 2017, we expect SiteOne to produce adjusted FFO to debt between 20% and 22%, growing to between 23% and 25% by year-end 2018 (compared with about 17% in 2016). At the same time, we expect adjusted leverage to fall to approximately 3x by year-end 2017 and slightly under 3x by year-end 2018 (versus roughly 3.5x in 2016). At the same time, the reduction in ownership by CD&R and Deere to approximately 14% (from more than 40% previously) and related resignations from SiteOne's board of directors last month (in favor of more independent board members) help underpin the stronger credit rating on the company. Following the recent resignations, SiteOne's board comprises eight members (five of whom are independent), including two from CD&R and the CEO of SiteOne, Doug Black. By contrast, roughly a year ago, there were nine members (three of whom were independent), including three from CD&R, two from Deere, and SiteOne's CEO. "The stable outlook on SiteOne Landscape Supply Inc. reflects our expectation that the company will continue to improve credit measures over the next 12 months, with adjusted FFO to debt of roughly 22% and debt to EBITDA of about 3x over this time frame. This is supported by our expectation that SiteOne will continue to exhibit revenue and EBITDA growth over the next year (and longer term), helped by the company's acquisition strategy and continued growth in U.S. residential and nonresidential construction, as well as repair and remodeling spending. "In our view, a downgrade is unlikely over the next 12 months given our favorable outlook for the U.S. construction markets and repair and remodeling spending. However, we could take a negative rating action if adjusted debt to EBITDA rose notably above 4x or FFO to debt remained below 15% on a sustained basis. This could occur if the U.S. housing recovery stalled and repair and remodeling spending declined, the company experienced difficulties in integrating its acquisition(s), or it pursued a particularly large debt-financed acquisition. "We view an upgrade over the next 12 months as very unlikely absent a transformational change in which SiteOne became a larger and much more diverse company able to withstand differing sector and economic conditions while maintaining similar profit margins. Notably, this would be predicated upon our belief that any additional acquisitions would be largely leverage-neutral and financed in a similar fashion to SiteOne's historical acquisitions. However, we could raise our corporate credit rating on the company by one notch if the company achieved this while maintaining adjusted FFO to debt above 30% and debt to EBITDA in the 2x to 2.5x range for at least a year." SPI ENERGY: Buys Back EnSync Preferred Shares from Melodius ----------------------------------------------------------- SPI Energy Co., Ltd., announced the buyback of preferred shares in EnSync, Inc. On Aug. 30, 2016, SPI Solar, Inc., a subsidiary of the Company, entered into an agreement with Melodious Investments Company Limited and certain other party to sell to Melodious 8,000,000 shares of common stock, 7,012 shares of series C-1 convertible preferred stock and 4,341 shares of C-2 convertible preferred stock of EnSync for an aggregate price of US$17 million, which sale was completed in December 2016. Pursuant to the Melodious SPA, Melodious has the right to request SPI Solar to repurchase 7,012 shares of the C-1 preferred stock and 4,341 shares of the C-2 preferred stock under certain circumstances. In April 2017, Melodious exercised that right and requested that SPI Solar repurchase those preferred stocks at a per share price of US$1,018.25, with a total repurchase consideration of US$11.6 million plus interest. The aforementioned repurchase was completed on July 10, 2017. Among the repurchase consideration, US$8.5 million was set off against the outstanding payment obligation of Melodious under the Melodious SPA with net payment by SPI Solar in the amount of US$3.2 million. After the completion of this repurchase, SPI Solar holds 28,048 shares of series C preferred stock of EnSync (consisting of 7,012 shares of each of series C-1, C-2, C-3 and C-4 preferred stock) and a warrant to purchase 50 million shares of common stock of EnSync, subject to certain conditions. Those preferred stocks and the warrant were originally acquired by SPI Solar from EnSync in July 2015. About SPI Energy Co. SPI Energy Co., Ltd. -- http://investors.spisolar.com-- is a global provider of photovoltaic (PV) solutions for business, residential, government and utility customers and investors. SPI Energy focuses on the EPC/BT, storage and O2O PV market including the development, financing, installation, operation and sale of utility-scale and residential PV projects in China, Japan, Europe and North America. The Company operates an online energy e-commerce and investment platform in China, as well as B2B e-commerce platform offering a range of PV and storage products in Australia. 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 June 30, 2016, SPI Energy had $549.4 million in total assets, $415.0 million in total liabilities and $134.4 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: Closes Sale of 80M Ordinary Shares for $5.76M --------------------------------------------------------- SPI Energy Co., Ltd. announced the closing of a previously disclosed private placement. The Company previously entered into a share purchase agreement with Tiger Capital Fund SPC participating in Tiger Global SP to issue 80,000,000 ordinary shares of the Company to the Tiger Fund at an aggregate purchase price of US$5,760,000. In June 2017, the Tiger Fund agreed to assign its rights and obligations under the April 2017 SPA to a third party designated by the Company. Consequently, the Company designated Qian Kun Prosperous Times Investment Limited as substitution for Tiger Fund for the purchase of 80,000,000 ordinary shares of the Company at an aggregate purchase price of US$5,760,000, which transaction was completed on July 12, 2017. About SPI Energy Co. SPI Energy Co., Ltd. -- http://investors.spisolar.com-- is a global provider of photovoltaic (PV) solutions for business, residential, government and utility customers and investors. SPI Energy focuses on the EPC/BT, storage and O2O PV market including the development, financing, installation, operation and sale of utility-scale and residential PV projects in China, Japan, Europe and North America. The Company operates an online energy e-commerce and investment platform in China, as well as B2B e-commerce platform offering a range of PV and storage products in Australia. 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 June 30, 2016, SPI Energy had $549.4 million in total assets, $415.0 million in total liabilities and $134.4 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. STELMA PROPERTIES: Court Denies BB&T's Application for Payment -------------------------------------------------------------- Before the United States Bankruptcy Court for the Eastern District of North Carolina, New Bern Division, is the Application for Compensation filed by Branch Banking & Trust Company ("BB&T") and objected to by Stelma Properties. Stelma Properties, LLC, operator of two fitness centers, filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code on January 22, 2016. BB&T was the Debtor's largest creditor. On July 13, 2016, the Bankruptcy Administrator filed a Motion to Direct Parties to Mediation in which she requested the Debtor and BB&T participate in mediation to resolve the treatment of BB&T's claims under a proposed plan. On September 13, 2016 and October 5, 2016 held a mediation conference and thereafter, parties completed a Mediated Settlement Agreement, which required the Debtor to execute replacement notes for both the Jacksonville Property and New Bern Property, to be secured by deeds of trusts on each respective piece of property. The terms of the Settlement Agreement were incorporated into the Debtor's proposed chapter 11 plan of reorganization, which was filed by the Debtor on November 4, 2016. After the Plan was confirmed by the court, BB&T filed its Application for compensation. In it, BB&T asserts the right to recover postpetition attorneys' fees and reimbursement of expenses and costs directly from the Debtor pursuant to 11 U.S.C. Section 506(b) on the basis that its claims were oversecured by the value of its collateral as of the petition date and at all times throughout the case. BB&T also maintains that recovery of postpetition fees, costs, and expenses is a right under the Bankruptcy Code pursuant to 11 U.S.C. Section 506(b) and cannot be waived. The Debtor objected to the same Application and asserts that it is not obligated to pay BB&T's post-petition fees, regardless of whether BB&T was oversecured or undersecured during the pendency of the case, as the Settlement Agreement and confirmed Plan do not contemplate such fees or reimbursement of expenses. U.S. Bankruptcy Judge Joseph N. Callaway now is posed with an issue whether BB&T is entitled to recover postpetition interest, fees, and costs pursuant to 11 U.S.C. Section 506(b) under the terms of the Settlement Agreement, as incorporated in the confirmed Plan. Judge Callaway proceeded to rule this issue by expressing that a confirmed chapter 11 plan of reorganization effectively operates as a binding contract between a debtor and its creditors, regardless of whether a creditor votes to accept or reject said plan. In this case, BB&T's rights to recover fees and costs pursuant to 11 U.S.C. Section 506(b) were modified by the Settlement Agreement, Notes, and terms of the confirmed Plan. Due to this, BB&T cannot now unilaterally add terms to the Settlement Agreement or seek to alter its treatment under the confirmed Plan to the detriment of the Debtor and other parties in interest. Lastly, Judge Callaway said that the purpose of mediation sought by the parties is to resolve a dispute by voluntary agreement reached between parties with finality. In the bankruptcy context, mediation to determine the status and amount of a given creditor's claim is critical to the formulation of a chapter 11 plan of reorganization. Accordingly, Judge Callaway held that the Application is disallowed and held that the parties are bound by the terms of the Settlement Agreement and confirmed Plan, and BB&T is not entitled to recover any postpetition fees or costs pursuant to 11 U.S.C. Section 506(b). A full-text copy of the dated is available at https://is.gd/0MEwuh from Leagle.com. Stelma Properties, LLC, Debtor, represented by Amy M. Currin, The Law Offices of Oliver & Cheek, PLLC, George M. Oliver, The Law Offices of Oliver & Cheek, PLLC & Pat Leah Pittman, Dunn, Pittman, Skinner & Cushman, PLLC. About Stelma Properties Stelma Properties, LLC, pdba MZ Inc., dba Courts Plus Fitness Centers, filed a Chapter 11 petition (Bankr. E.D.N.C. Case No. 16- 00344) on January 22, 2016, disclosing $1 million to $10 million in estimated assets and $1 million to $10 million in estimated liabilities. The case is assigned to Judge Joseph N. Callaway. The Debtor's counsel is George M. Oliver, Esq., in New Bern, North Carolina. The petition was signed by Jan Stelma, member/manager. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/nceb16-00344.pdf SUMMIT INVESTMENT: Sale of Salisbury Property $308K Approved ------------------------------------------------------------ Judge Lena Mansori James of the U.S. Bankruptcy Court for the Middle District of North Carolina authorized Summit Investment Co., Inc.'s private sale of real property located at 3203 Winged Foot Drive, Salisbury, North Carolina, to Jeanette B. Lassiter for $308,000. The Debtor will transfer the Real Property free and clear of all liens, claims and interests to the proceeds of the sale, and will subordinate all liens, claims and interests to Chapter 11 administrative fees and costs in liquidating the property. The gross proceeds from the sale will be paid to the following lienholders, claims and expenses, in the approximated amounts: (i) CCA Dues (Est. 7/20/17-201/365) - $508; (ii) HOA Dues (Est. 7/20/17-20/91.25) - $8,298; (iii) Rowan Taxes (Est. 7/20/17-201/365) - $11,510 for 3203 WF Dr. 2015-2017 and $10,120 for 3104 WF Dr. 2016-2017; (iv) Deed Prep. - $200; (v) Transfer Stamps - $616; and (vi) Motion to Sell Fee - $181. The balance of the proceeds from the sale, $276,566, will be distributed to F&M Bank towards payment of its security interest. About Summit Investment Summit Investment Co., Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Case No. 17-50230) on March 2, 2017. At the time of the filing, the Debtor estimated its assets and debts at $1 million to $10 million. Brian P. Hayes, Esq., at the law firm of Ferguson, Hayes, Hawkins & DeMay, PLLC, serves as the Debtor's bankruptcy counsel. SUNEDISON INC: Seeks Amendments to Rights Offering Procedures ------------------------------------------------------------- BankruptcyData.com reported that SunEdison Inc. filed with the U.S. Bankruptcy Court a motion for entry of an order authorizing and approving certain amendments to the Company's rights offering procedures. The motion explains, "On July 14, 2017, the Debtors and Backstop Purchasers amended the Equity Commitment Agreement to (1) extend the outside termination date from September 30, 2017 to November 15, 2017 and (2) increase the minimum Total Equity Commitment to $300 million as the fully committed amount. The Backstop Purchasers' accommodation -- a two-month extension of and $15 million increase in the minimum total commitment amount -- was made at no additional monetary cost to the Debtors or their estates to address the Debtors' updated financial projections and expected timing to close the Jointly Supported Transactions and effectuate the Plan. In return for such accommodation, the Debtors agreed to extend the date by which the Backstop Purchasers will fund their capital commitment into escrow to a date that is closer to the Effective Date. The Debtors, in their business judgment, believe that an extension of the funding date (while preserving a fully backstopped commitment) is consistent with bankruptcy backstop commitments by not requiring the Backstop Purchasers to tie up significant sums of money for three to four months in an account bearing minimal interest . . . . Specifically, the Debtors seek to (1) extend the date by which the Rights Offering participant must submit funds to the Escrow Agent (the 'Rights Offering Expiration Date') to participate in the Rights Offering and (2) allow those Rights Offering participants who already funded their elections to receive their money back, if they elect, and participate closer to the amended Rights Offering Expiration Date." The Court scheduled an August 3, 2017 hearing on the motion. About SunEdison, Inc. SunEdison, Inc. (OTC PINK: SUNEQ), is a developer and seller of photovoltaic energy solutions, an owner and operator of clean power generation assets, and a global leader in the development, manufacture and sale of silicon wafers to the semiconductor industry. On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos. 16-10991 to 16-11017). Martin H. Truong, the senior vice president, general counsel and secretary, signed the petitions. The Debtors disclosed total assets of $20.7 billion and total debt of $16.1 billion as of Sept. 30, 2015. The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as counsel, Togut, Segal & Segal LLP as conflicts counsel, Rothschild Inc. as investment banker and financial advisor, McKinsey Recovery & Transformation Services U.S., LLC, as restructuring advisors and Prime Clerk LLC as claims and noticing agent. The Debtors Employed PricewaterhouseCoopers LLP as financial advisors; and KPMG LLP as their auditor and tax consultant. SunEdison also has tapped Eversheds LLP as its special counsel for Great Britain and the Middle East. Cohen & Gresser LLP has also been retained as special counsel. The Debtors tapped Ernst &Young LLP to provide tax-related services. Keen-Summit Capital Partners LLC has been hired as real estate advisor. Binswanger of Texas, Inc. also has been retained as real estate agent. Sullivan & Cromwell LLP serves as counsel to TerraForm Power, Inc., and TerraForm Global, Inc. An official committee of unsecured creditors has been appointed in the case. The Committee tapped Weil, Gotshal & Manges LLP as its general bankruptcy counsel and Morrison & Foerster LLP as special counsel. Togut, Segal & Segal LLP and Kobre & Kim LLP serve as conflicts counsel. Alvarez & Marsal North America, LLC, serves as the Committee's financial advisors. Counsel to the administrative agent under the Debtors' prepetition first lien credit agreement are Richard Levy, Esq., and Brad Kotler, Esq., at Latham & Watkins. Counsel to the administrative agent under the postpetition DIP financing facility are Scott Greissman, Esq., and Elizabeth Feld, Esq. at White & Case LLP. Counsel to the Tranche B Lenders (as defined in the DIP credit agreement) and the steering committee of the second lien creditors are Arik Preis, Esq., and Naomi Moss, Esq., at Akin Gump Strauss Hauer & Field, LLP. Counsel to the administrative agent under the Debtors' prepetition second lien credit agreement is Daniel S. Brown, Esq., at Pillsbury Winthrop Shaw Pittman LLP. The collateral trustee under the Debtors' prepetition second lien credit agreement and the indenture trustee under each of the Debtors' outstanding bond issuances, is represented by Marie C. Pollio, Esq., at Shipman & Goodwin LLP. Counsel to the ad hoc group of certain holders of the Debtors' convertible senior notes is White & Case LLP's Tom Lauria, Esq. SUNPOWER BY RENEWABLE: Taps Nyberg & Associates as Accountant ------------------------------------------------------------- Sunpower by Renewable Energy Electric, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Nevada to hire an accountant. The Debtor proposes to hire Nyberg & Associates, LLC to prepare and file its tax returns, and provide general accounting services. James Nyberg, a certified public accountant employed with Nyberg & Associates, will charge $250 per hour for his services. He will be assisted by Dan Geiger, an employee of the firm, who will charge an hourly fee of $150. Mr. Nyberg disclosed in a court filing that he does not hold or represent any interest adverse to the Debtor or its estate. Nyberg & Associates can be reached through: James E. Nyberg Nyberg & Associates, LLC 2850 South Jones Boulevard, Suite 2 Las Vegas, NV 89146 Phone: (702) 795-7990 Fax: (702) 795-7954 Email: info@nybergassociates.com About Sunpower by Renewable Energy Based in Las Vegas, Nevada, Sunpower by Renewable Energy Electric, Inc., fdba V.E.C. Inc., fdba Renewable Energy Electric, Inc., is a solar energy company and provides solar energy services, including the assessment and installation of solar panels to residential and commercial customers in Nevada, Arizona and California. The Debtor filed a chapter 11 petition (Bankr. D. Nev. Case No. 16-14459) on August 12, 2016. The petition was signed by Jason M. Vita, president. At the time of filing, the Debtor estimated its assets and liabilities at $1 million to $10 million. A list of the Debtor's 11 unsecured creditors is available for free at http://bankrupt.com/misc/nvb16-14459.pdf The case is assigned to Judge Laurel E. Davis. The Debtor is represented by Samuel A. Schwartz, Esq., and Bryan A. Lindsey, Esq., at Schwartz Flansburg PLLC. No official committee of unsecured creditors has been appointed in the case. On March 31, 2017, the Debtor filed a Chapter 11 plan of reorganization. TALLIS GROUP: Disclosure Statement Hearing Set for July 27 ---------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas is set to hold a hearing on July 27, at 1:30 p.m., to consider approval of the disclosure statement, which explains the Chapter 11 plan of reorganization for Tallis Group, LLC. Under the plan, allowed Class 6 claims of non-insider unsecured creditors will share pro-rata in the "unsecured creditors' pool." Tallis Group will pay $2,500 per month each month for a period of 60 months into the pool. Unsecured creditors will be paid quarterly, on a pro rata basis. Payments will commence on the last day of the first full calendar quarter after the effective date of the plan. Tallis Group may pre-pay the unsecured creditors at any time. Class 6 is impaired under the restructuring plan. Tallis Group will continue in business and its proposed plan assumes that it will be able to keep the operation at its current income level throughout the term of the plan. The company's claimants will receive cash payments over a period of time beginning on the effective date of the plan, according to its disclosure statement. A copy of the disclosure statement is available for free at https://is.gd/lf7jJX About Tallis Group Tallis Group, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N. D. Texas Case No. 16-44736) on December 5, 2016. The petition was signed by Samuel F. Tallis, managing member. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of $10 million to $50 million. The case is assigned to Judge Mark X. Mullin. Eric A. Liepins, P.C. is the Debtor's bankruptcy counsel. On June 15, 2017, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization. TECHNOLOGY WAY: Taps NAI Miami as Real Estate Broker ---------------------------------------------------- Technology Way Holdings, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire a real estate broker. The Debtor proposes to hire NAI Miami to market and sell its condominium units located at at 1477 Techonology Way, Boca Raton, Florida. The firm will get 6% of the purchase price payable at closing of the sale. Jeremy Larkin, a real estate broker and co-chairman of NAI Miami, 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: Jeremy Larkin NAI Miami 9655 South Dixie Highway, Suite 300 Miami, FL 33156 Tel: 305-938-4000 Fax: 305-938-4002 About Technology Way Holdings Headquartered in Boca Raton, Florida, Technology Way Holdings, LLC, owns commercial condominiums at 1477 Techonology Way, Boca Raton, Florida, comprising of Units 1-201 and 1-202, approximately 4,595 square feet. Technology Way Holdings filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 17-18574) on July 7, 2017, estimating its assets at up to $50,000 and its liabilities at between $1 million and $10 million. The petition was signed by Emma T. Alvardo, manager. Judge Paul G. Hyman, Jr., presides over the case. Thomas L. Abrams, Esq., at Gamberg & Abrams serves as the Debtor's bankruptcy counsel. TECK RESOURCES: Moody's Raises CFR to Ba2 Amid Debt Reduction ------------------------------------------------------------- Moody's Investors Service upgraded Teck Resources Limited's Corporate Family (CFR) rating to Ba2 from Ba3, Probability of Default Rating to Ba2-PD from Ba3-PD; guaranteed senior unsecured note rating to Ba1 from Ba2 and senior unsecured notes (not guaranteed) rating to Ba3 from B1. Teck's Speculative Grade Liquidity Rating was affirmed at SGL-2. The rating outlook is stable. "Teck's ratings have been upgraded because the company has executed on meaningful debt reduction and is expected to generate strong free cash flow", said Jamie Koutsoukis, Moody's Vice President, Senior Analyst. Upgrades: Issuer: Teck Resources Limited -- Probability of Default Rating, Upgraded to Ba2-PD from Ba3-PD -- Corporate Family Rating, Upgraded to Ba2 from Ba3 -- Senior Unsecured Regular Bond/Debenture, Upgraded to Ba3(LGD5) from B1(LGD5) -- Senior Unsecured Regular Bond/Debenture, Upgraded to Ba1(LGD2) from Ba2(LGD2) Outlook Actions: Issuer: Teck Resources Limited -- Outlook, Stable Affirmations: Issuer: Teck Resources Limited -- Speculative Grade Liquidity Rating, Affirmed SGL-2 RATINGS RATIONALE Teck's Ba2 corporate family rating reflects its exposure to volatile commodity prices (metallurgical coal, copper and zinc) which can cause large swings in leverage and cash flow, good liquidity, low geopolitical risk, scale and diversity, as well as a good average cost position. Metallurgical (met) coal has been extremely volatile thus far in 2017, while both copper and zinc have maintained strengthened prices. Teck is expected to generate about $2 billion in free cash flow in 2017 and $740 million in 2018, using Moody's price sensitivities and the company has reduced debt by about $1.65 billion year to date. Free cash flow is also improving in part because Teck's $3 billion investment in the Fort Hills oil sands project over the last few years is expected to produce first oil by the end of 2017. Moody's estimates that adjusted debt/EBITDA may approximate 2.5x by the end of 2018 (1.7x at March/17), although it could approach 5x under Moody's stress price sensitivities. The recent rises in met coal pricing have provided strong cash flow to Teck, but it highlights the difficulty of estimating future prices, which is credit negative as the company can see large swings in EBITDA and cash flow generation. Teck's liquidity is good (SGL-2). Sources of liquidity include cash of $536 million at March 31, 2017, US$3.3 billion of availability on its committed credit facilities and $1.7 billion in expected free cash flow over the next 12 months using Moody's pricing sensitivities. The company is also expected to receive $1.2 billion by year end following the closing of the announced sale of its interest in the Waneta Dam and related transmission assets in British Columbia. There are no material debt maturities until 2022 following its recent debt repayments. Teck's credit facilities consist of a US$1.2 billion facility, which matures in June 2019 (US$910 million drawn for letters of credit at Q1/17) as well as a US$3 billion facility that matures in 2020 (undrawn). Moody's expects that Teck will maintain ample cushion to its maximum 50% Debt/Capitalization debt covenant (27% at March 31, 2017). The stable outlook reflects Moody's expectation that Teck will remain free-cash-flow-positive under Moody's pricing assumptions and leverage will remain under 3x. In addition, the outlook reflects Moody's views that the company will manage the level of debt in its capital structure conservatively and continue to maintain strong liquidity, to account for commodity price volatility. An upgrade to Ba1 would be considered if the company can achieve a reduction in the volatility of its financial performance through additional product diversity and demonstrates prudent liquidity and capital structure planning, including the impact of major long-cycle capital investment projects. Additionally, adjusted debt/EBITDA would need to be sustained under 2.75x (1.7x at Q1/17), (CFO-dividends)/debt be sustained above 25% (43% at Q1/17), and the company maintains good liquidity. Teck's rating could be downgraded to Ba3 if the company were to releverage, where debt/EBITDA is likely to be sustained above 3.5x (1.7x at Q1/17). A downgrade could also occur if the company were to return to generating material negative free cash flow and weaken its liquidity profile. Headquartered in Vancouver, British Columbia, Canada, Teck Resources is a diversified mining company with assets in Canada, the U.S., Peru and Chile. The company is a leading producer of metallurgical coal, operates one of the world's largest zinc mines (Red Dog in Alaska) and also produces a meaningful amount of copper. Revenues were $9.3 billion in 2016. The principal methodology used in these ratings was Global Mining Industry published in August 2014. THOMAS BERRY: Brookline Buying Cleveland Property for $60K ---------------------------------------------------------- Thomas Edward Berry asks the U.S. Bankruptcy Court for the Southern District of Texas to authorize the sale of real property located at as 1108 N. Washington Avenue, Cleveland, Liberty County, Texas, also known as Robinson Springer-Clev, Block 5, Lot 6 (W/PT), Acres .0756, Robinson Springer-Clev, Block 5, Lot 6 (E/55'), Acres .0631, to Brookline Land Investments, LP, assignee of Pendleton Capital Investments, LLC, for $60,000. Objections, if any, must be filed within 21 days of the date of Notice. There are no mortgage liens on the Property. There are taxes due/lien to the Liberty County Tax Assessor/Collection in the approximate amount of $1,188. The Debtor does not contest the validity of these taxes due/liens and proposes that the sale satisfies in full payment at closing of all taxes due/liens on the Property. The Debtor proposes to sell the Property to Brookline free and clear of all liens. He has no affiliation or other obligations to Brookline or Pendleton other than the terms of the earnest money contract. The parties have agreed to the Amendment which anticipates a closing to occur after Court approval, and on July 28, 2017. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Thomas_Berry_61_Sales.pdf The balance of the proceeds of the sale to be paid to the Debtor after satisfaction of liens, taxes, closing costs and real estate broker fees would be approximately $57,980. The Debtor asks that Phillip Cameron, Cameron Real Estate, be awarded the real estate broker fees that had been agreed upon between the Debtor and the real estate firm. After all liens and claims identified are paid, the remaining proceeds be placed in a separate DIP bank account which funds will be held in trust pending further order of the Court. The Debtor asks that Stewart Title, 8687 Louetta Road, Suite 150, Spring, Texas be the disbursing agent for the Debtor. The Debtor asks the Court to act expeditiously on the matter requested. The Purchaser can be reached at: PENDLETON CAPITAL INVESTMENTS, LLC 9522 FM 2920 Tomball, TX 77327 Telephone: (713) 962-8681 E-mail: subdivider@aol.com Thomas Edward Berry sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 16-35232) on Oct. 18, 2016. The Debtor tapped Larry A. Vick, Esq., as counsel. Phillip Cameron, Cameron Real Estate, was appointed as real estate broker on Jan. 10, 2017. The Debtor can be reached at: Thomas Edward Berry 287 County Road 3373 Cleveland, TX 77327 Telephone: (832) 385-8394 Counsel for the Debtor: 10497 Town & CountryWay, Suite 700 Houston, TX 77024 Telephone: (713) 239-1062 Facsimile: (832) 202-2821 E-mail: lv@larryvick.com THRU INC: Court Approves Chapter 11 Reorganization Plan ------------------------------------------------------- Judge Stacey G. Jernigan of the United States Bankruptcy Court for the Northern District of Texas, Dallas Division, approves the Chapter 11 Plan of Reorganization along with its modifications and amendments filed by Thru, Inc, and overruled the objections filed by Dropbox, Inc. In April 2017, THRU filed a Chapter 11 Plan of Reorganization in the Bankruptcy Court,Dallas Division. The said plan was further modified and amended until a confirmation hearing was commenced by the court to approve the final proposal of THRU on June 17, 2017 in compliance with the Bankruptcy Code. Provisions of the said Plan were, however, objected to by DBI for the following reasons, among others, which were overruled by Judge Jernigan: 1. The Plan Improperly Classifies its Claim Separate from Other Unsecured Creditors, in Violation of Sections 1122 and 1129(a)(1) of the Bankruptcy code. The Court ruled that the Plan's separate classification of DBI from other unsecured creditors is appropriate and fits within the flexible standards of Section 1122. The said separate classification is permitted if there are "good business reasons" justifying the classification, for which THRU has evidently presented in court. The Court noted that THRU have competing rights to the DROPBOX Mark and has been a competitor of DBI since 2015. It is also embroiled in a continuing litigation with the THRU. According to the court, it is reasonable to infer that DBI would benefit if THRU does not reorganize because a competitor and user of the DROPBOX mark would no longer be in business and the THRU's appeal of DBI's judgment in the ongoing litigation would end. In this case the Court concludes that DBI has "non-creditor interests" that is considered as a Good reason to justify separate classification. 2. The Plan Does Not Comply with Section 1129(a)(7) -- the "Best Interest Test." The Court determines that the Plan satisfies the best interests test as demonstrated by the liquidation analysis. The court also added that in summary, it does not conclude that DBI would recover more in a liquidation than under the Plan filed by THRU. 3. The Plan Does Not Comply with Section 1129(a)(11), as it is Not Feasible. Section 1129(a)(11) of the Bankruptcy code requires that a court must find that a plan is feasible in order to confirm it. The said feasibility must be interpreted to mean only a "reasonable probability of success." The factors commonly recognized by courts in determining whether a plan is feasible include "(1) the debtor's capital structure, (2) the earning power of the business, (3) economic conditions, (4) the ability of debtor's management, (5) the probability of continuation of management, and (6) any other related matter." Judge Jernigan expressed that the Plan proposed by THRU has possessed this factors. After finding that the proposed Plan filed by THRU is compliant with the requirements set by the Bankruptcy Code, so is fair and reasonable to the interest of the objector, Judge Jernigan adjudged the Plan confirmed and effective. A full-text copy of Judge Jernigan's Findings of Fact, Conclusions of Law, and Order Confirming Amended Chapter 11 Plan of Reorganization (as modified), dated July 10, 2017, is available at https://is.gd/zkJlqT from Leagle.com. Thru, Inc., Debtor, represented by Keith Miles Aurzada, Bryan Cave, Michael P. Cooley, Bryan Cave LLP. About Thru, Inc. Thru, Inc. -- http://www.thruinc.com/-- provides enterprise file sharing and collaboration to help organizations exchange large files and content securely across the globe. Thru, Inc., has strategic partnerships with Rackspace, Microsoft, Salesforce, VMware, IBM, Cleo, Servcorp, Symantec, HCL, and Citrix. The company was formerly known as Rumble Group and changed its name to Thru, Inc., in February 2006. Thru, Inc., was founded in 2002 and is based in Irving, Texas, with additional offices in San Jose, California; Sydney, Australia; and London, United Kingdom. On March 8, 2017, the U.S. District Court for the Northern District of California entered an order awarding $2.3 million in attorney's fees in favor of Dropbox, Inc., arising from a 2015 litigation between Thru and Dropbox. To preserve the value of its assets and restructure its financial affairs following entry of that judgment, Thru filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 17-31034) on March 22, 2017. The petition was signed by Lee Harrison, CEO. At the time of filing, the Debtor had assets and liabilities estimated at $1 million to $10 million. Judge Stacey G. Jernigan is the case judge. Bryan Cave LLP, is serving as bankruptcy counsel to the Debtor, with Keith Miles Aurzada, Esq., and Michael P. Cooley, Esq., leading the engagement. TIDEWATER INC: Committee Taps Berkeley as Financial Advisor ----------------------------------------------------------- The official committee of unsecured creditors of Tidewater Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire a financial advisor. The committee proposes to hire Berkeley Research Group, LLC to provide these services in connection with the Chapter 11 cases of Tidewater and its affiliates: (a) advising and assisting the committee in its analysis and monitoring of the Debtors' and non-debtor affiliates' previous, current and projected financial affairs; (b) developing a periodic monitoring report to enable the committee to evaluate the Debtors' financial performance relative to projections and any relevant operational issues on an ongoing basis, and validate underlying operational and financial business plan assumptions against historical financial and cash flow performance; (c) evaluating liquidity of Debtors; (d) evaluating relief requested in cash management motion, including proper controls related to and financial transparency into intercompany transactions; (e) scrutinizing cash disbursements and capital requirements on an on-going basis for the period subsequent to the commencement of the Debtors' cases; (f) assisting the committee and counsel in reviewing and evaluating court documents; (g) analyzing the Debtors' and non-debtor affiliates' assets and possible recoveries to creditor constituencies under various scenarios; (h) reviewing and providing analyses of any bankruptcy plan and disclosure statement relating to the Debtors; (i) assisting the committee in its assessment of the Debtors' employee needs and related costs; (j) analyzing both historical and ongoing related party transactions of the Debtors and non-debtor affiliates; (k) monitoring the Debtors' claims management process; (l) analyzing and monitoring any prior sale processes and transactions; (m) assisting in the evaluation of the restructuring support agreement and related valuation of the Debtors' business; (n) potentially providing expert reports or testimony in preparation for potential litigation associated with the RSA and valuation of the Debtors' business; (o) working with the Debtors' tax advisors to ensure that any restructuring or sale transaction is structured to minimize tax liabilities to the estate; and (p) assessing the Debtors' international operations. The standard hourly rates charged by the firm range from $650 to $980 for managing directors, $480 to $705 for director, $260 to $475 for professional staff, and $125 to $425 for support staff. The standard rates for the Berkeley professionals expected to provide the services are: Christopher Kearns $980 Mark Shankweiler $920 Rick Wright $710 Jeffrey Dunn $705 Carolyn Passaro $340 Christopher Kearns, managing director of Berkeley, 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: Christopher Kearns Berkeley Research Group, LLC 810 Seventh Avenue, Suite 4100 New York, NY 10019 Phone: 646-205-9320 Fax: 646-454-1174 About Tidewater Inc. Founded in 1955, Tidewater, Inc. (NYSE: TDW) is a publicly traded international petroleum service company headquartered in New Orleans, Louisiana, U.S. It operates a fleet of ships, providing vessels and marine services to the offshore petroleum industry. Tidewater Inc. and its affiliates sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 17-11132) on May 17, 2017. The petitions were signed by Bruce Lundstrom, executive vice president, general counsel and secretary. Tidewater, Inc., disclosed $4.31 billion in total assets and $2.34 billion in debt as of Dec. 31, 2016. The Debtors tapped Weil, Gotshal & Manges LLP as counsel; Richards, Layton & Finger, P.A., as co-counsel; Jones Walker LLP, as corporate counsel; AlixPartners, LLP, as financial advisors; Lazard Freres & Co. LLC, as investment banker; KPMG LLP, as restructuring tax consultant; Deloitte & Touche LLP as auditor and tax consultant; Ernst & Young as tax advisor; and Epiq Bankruptcy Solutions, LLC, as administrative advisors, and claims and solicitation agent. An unofficial committee of noteholders of Tidewater Inc., et al., has retained Paul, Weiss, Rifkind, Wharton & Garrison LLP, as restructuring counsel, and Blank Rome LLP, as maritime counsel in connection with restructuring discussions. Andrew R. Vara, Acting U.S. Trustee for Region 3, on June 20 appointed three creditors to serve on the committee of equity security holders; and three creditors to serve on the official committee of unsecured creditors. Counsel to the Equity Committee are Saul Ewing LLP and Brown Rudnick LLP. Lawyers at Whiteford, Taylor & Preston LLC represent the Unsecured Creditors Committee. TIDEWATER INC: Creditors' Committee Hires Whiteford as Counsel -------------------------------------------------------------- The Official Committee of Unsecured Creditors of Tidewater Inc., et al., seeks authorization from the U.S. Bankruptcy Court for the District of Delaware to retain Whiteford Taylor & Preston LLC, as counsel to the Committee. A hearing on the request is set for Aug. 8. The Committee requires Whiteford to: a. provide legal advice regarding the Bankruptcy Code, the Bankruptcy Rules and the Local Rules, practices, and procedures and providing substantive and strategic advice on how to accomplish Committee goals; b. advise the Committee of its powers and duties under section 1103 of the Bankruptcy Code; c. take actions necessary to preserve, protect and maximize the value of the Debtors' bankruptcy estates for the benefit of general unsecured creditors, including, without limitation, investigating the actions and business of the Debtors, reviewing of Debtors' schedules, statement of financial affairs and other documents and information demonstrating or evidencing assets, liabilities and potential sources of recovery for general unsecured creditors; d. review pleadings and documents filed by the Debtors and other parties in interest and providing counsel in relation thereto, including the plan and disclosure statement filed by the Debtors; e. prepare, file, and serve motions, answers, pleadings and other documents reasonably necessary to preserve and enhance value for general unsecured creditors; f. represent the interests of the Committee throughout the chapter 11 plan process; g. appear before the Bankruptcy Court, any appellate court and any other court of competent jurisdiction as is necessary to advance the interests of general unsecured creditors; and h. provide all other legal services necessary to, or requested by the Committee in the bankruptcy cases. Whiteford will be paid at these hourly rates: Partners $525-$585 Associate $300 Paralegal $255 Whiteford will also be reimbursed for reasonable out-of-pocket expenses incurred. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the following is provided in response to the request for additional information: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: Whiteford did not represent the Committee in the 12 months prepetition. Whiteford has in the past represented, currently represents, and may represent in the future certain Committee members and their affiliates in their capacities as members of official committees in other chapter 11 cases or individually in matters wholly unrelated to the chapter 11 case. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: No. At the time of the filing of the Application, Whiteford has not yet submitted a prospective budget and staffing plan to the Committee, but it intends to do so and obtain approval of same in the near term. Christopher M. Samis, a partner of Whiteford Taylor & Preston LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtors; (b) has not been, within two years before the date of the filing of the Debtors' chapter 11 petition, directors, officers or employees of the Debtors; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. Whiteford can be reached at: Christopher M. Samis, Esq. L. Katherine Good, Esq. Kevin F. Shaw, Esq. WHITEFORD TAYLOR & PRESTON LLC 405 North King Street, Suite 500 Wilmington, DE 19801 Tel: (302) 353-4144 Fax: (302) 661-7950 E-mail: csamis@wtplaw.com kgood@wtplaw.com kshaw@wtplaw.com About Tidewater Inc. Founded in 1955, Tidewater, Inc. (NYSE: TDW) is a publicly traded international petroleum service company headquartered in New Orleans, Louisiana, U.S. It operates a fleet of ships, providing vessels and marine services to the offshore petroleum industry. Tidewater Inc. and its affiliates sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 17-11132) on May 17, 2017. The petitions were signed by Bruce Lundstrom, executive vice president, general counsel and secretary. Tidewater, Inc., disclosed $4.31 billion in total assets and $2.34 billion in debt as of Dec. 31, 2016. The Debtors tapped Weil, Gotshal & Manges LLP as counsel; Richards, Layton & Finger, P.A., as co-counsel; Jones Walker LLP, as corporate counsel; AlixPartners, LLP, as financial advisors; Lazard Freres & Co. LLC, as investment banker; KPMG LLP, as restructuring tax consultant; Deloitte & Touche LLP as auditor and tax consultant; Ernst & Young as tax advisor; and Epiq Bankruptcy Solutions, LLC, as administrative advisors, and claims and solicitation agent. An unofficial committee of noteholders of Tidewater Inc., et al., has retained Paul, Weiss, Rifkind, Wharton & Garrison LLP, as restructuring counsel, and Blank Rome LLP, as maritime counsel in connection with restructuring discussions. Andrew R. Vara, Acting U.S. Trustee for Region 3, on June 20 appointed three creditors to serve on the committee of equity security holders; and three creditors to serve on the official committee of unsecured creditors. Counsel to the Equity Committee are Saul Ewing LLP and Brown Rudnick LLP. Lawyers at Whiteford, Taylor & Preston LLC represent the Unsecured Creditors Committee. TK HOLDINGS: Hires Weil Gotshal as Attorneys -------------------------------------------- TK Holdings Inc., et al., seek authorization from the U.S. Bankruptcy Court for the District of Delaware to employ Weil, Gotshal & Manges LLP as attorneys, nunc pro tunc to the June 25, 2017 petition date. The Debtor requires Weil Gotshal to: (a) prepare on behalf of the Debtors, as debtors in possession, all necessary motions, applications, answers, orders, reports and other papers in connection with the administration of the Debtors' estates; (b) take all necessary action to protect and preserve the Debtors' estates, including the prosecution of actions on the Debtors' behalf, the defense of any actions commenced against the Debtors, the negotiation of disputes in which the Debtors are involved and the preparation of objections to claims filed against the Debtors' estates; (c) take all necessary actions in connection with any chapter 11 plan and related disclosure statement and all related documents, and such further actions as may be required in connection with the administration of the Debtors' estates; and (d) perform all other necessary legal services in connection with the prosecution of these Chapter 11 Cases. Weil Gotshal will be paid at these hourly rates: Members/Counsel $940-$1,400 Associates $510-$930 Paraprofessionals $220-$375 Weil Gotshal will also be reimbursed for reasonable out-of-pocket expenses incurred. Prior to the petition date, since August 2015, Weil Gotshal received payments totaling $19,100,677 for professional services performed and expenses incurred, including in preparation for the commencement of these Chapter 11 Cases. Of that amount, Weil Gotshal received payments totaling $9,907,392 during the 90 days prior to the petition date. As of the Petition Date, Weil Gotshal held an advance payment retainer of $931,737.28. Marcia L. Goldstein, member of Weil Gotshal, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the following is provided in response to the request for additional information: -- Weil did not agree to any variations from, or alternatives to, its standard or customary billing arrangements for this engagement; -- None of Weil's professionals included in this engagement have varied their rate based on the geographic location for these Chapter 11 Cases; -- Weil was engaged by the Debtors in August 2015. In October 2016, prior to the Petition Date, Weil increased its standard billing rates for its professionals across the Firm in the ordinary course. The billing rates and material financial terms of Weil's engagement have not changed post-petition from the prepetition arrangements or rates established in October 2016; and -- Weil, in conjunction with the Debtors, is developing a prospective budget and staffing plan for these Chapter 11 Cases. Weil and the Debtors will review such budget following the close of the budget period to determine a budget for the following period. Weil Gotshal can be reached at: Marcia L. Goldstein, Esq. WEIL GOTSHAL & MANGES LLP 767 Fifth Avenue New York, NY 10153 Tel: (212) 310-8214 Fax: (212) 310-8007 Email: marcia.goldstein@weil.com About Takata Corp Japan-based Takata Corporation (TYO:7312) -- http://www.takata.com/en/-- develops, manufactures and sells safety products for automobiles. The Company offers seatbelts, airbags, steering wheels, child seats and trim parts. Headquartered in Tokyo, Japan, Takata operates 56 plants in 20 countries with approximately 46,000 global employees worldwide. The Company has subsidiaries located in Japan, the United States, Brazil, Germany, Thailand, Philippines, Romania, Singapore, Korea, China and other countries. In May 1995, a voluntary recall in the U.S. affecting 8 million predominantly Japanese built vehicles made from 1986 to 1991 with seat belts manufactured by the Takata was conducted. Large recalls of vehicles due to faulty Takata-made airbags then began in 2013. Takata is facing massive costs of recalling 100 million defective airbag inflators worldwide and lawsuits tied to at least 16 deaths and numerous injuries. As of May 19, 2015, Takata has already recalled 40 million vehicles across 12 vehicle brands for defective airbags. In November 2015, Takata was fined $200 million by U.S. federal regulators for mishandling the way it recalled its air bag inflators. The fine is the largest civil penalty in NHTSA history. After reaching a deal to sell all its global assets and operations to Key Safety Systems (KSS) for US$1.588 billion, Takata and its Japanese subsidiaries commenced proceedings under the Civil Rehabilitation Act in Japan in the Tokyo District Court on June 25, 2017. In addition, Takata's main U.S. subsidiary TK Holdings Inc. and 11 of its U.S. and Mexican affiliates each filed voluntary petitions under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-11375) on June 25, 2017. Nagashima Ohno & Tsunematsu is the counsel in the Japanese proceedings. Weil, Gotshal & Manges LLP and Richards, Layton & Finger, P.A., are serving as counsel in the U.S. cases. PricewaterhouseCoopers is serving as financial advisor, and Lazard is serving as investment banker to Takata. Ernst & Young LLP is tax advisor. Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel, KPMG is serving as financial advisor, Jefferies LLC is acting as lead financial advisor while UBS Investment Bank also provides financial advice to KSS. Prime Clerk is the claims and noticing agent. TROVERCO INC: U.S. Trustee Forms 3-Member Committee --------------------------------------------------- Daniel J. Casamatta, Acting U.S. Trustee for the Eastern District of Missouri, on July 18 appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Troverco, Inc. The committee members are: (1) Ryder Transportation Services Attn: Mike S. Mandell 11690 NW 105 Street Miami, FL 33178 Tel: (305) 500-4417 (2) TSW Foods, LLC Attn: John W. Shelley 16024 Manchester Road, Suite 200 Ellisville, MO 63011 Tel: (636) 541-0913 (3) Hormel Financial Services Corporation Attn: Allan Williams 1 Hormel Place Austin, MN 55912 Tel: (507) 437-9860 The Committee has selected Mike S. Mandell of Ryder Transportation Services as Committee Chair. 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 Troverco Inc. Headquartered in Saint Louis, Missouri, Troverco -- http://www.troverco.com/Company/-- is in the food industry specializing in freshly-prepared sandwiches and snacks for delivery to businesses. Troverco began as a franchise in 1959 under the name Lakeshire Sandwiches. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. E.D. Mo. Case No. 17-44474) on June 29, 2017, estimating its assets and liabilities at between $1 million and $10 million each. The petition was signed by Joseph E. Trover, Jr., chief executive officer. Judge Charles E. Rendlen III presides over the case. Lisa A. Epps, Esq., Ryan C. Hardy, Esq., and Eric C. Peterson, Esq., at Spencer Fane LLP serve as the Debtor's bankruptcy counsel. Jason S. Teele, Esq., at Nicole Stefanelli, Esq., at Cullen And Dykman LLP serve as the Debtor's co-counsel. Three Twenty-One Capital Partners, LLC, is the Debtor's financial advisor and investment banker. U.S. SECURITY: S&P Affirms B Corp. Credit Rating, Outlook Stable ---------------------------------------------------------------- S&P Global Ratings affirmed its 'B' corporate credit rating on Georgia-based contract security services company U.S. Security Associates Holdings Inc. The outlook is stable. At the same time, S&P said, "we lowered our issue-level ratings on the company's first-lien facilities to 'B' from 'B+' and revised the recovery ratings to '3' from '2'. The '3' recovery rating indicates our expectation of meaningful (50%-70%; rounded estimate: 60%) recovery in the event of a payment default. "The affirmation reflects our assessment of USS' high financial leverage, its narrow business focus, and participation in a highly competitive industry while maintaining a mid-tier position. We also factor in the company's flexible cost structure, relatively diversified client base, commitment to customer service, and solid client retention rates that somewhat offset the risks associated with the manned security industry's modest barriers to entry and relatively low switching costs. "The stable outlook on USS reflects our expectation that credit metrics will moderately improve over the next 12-18 months based on stable revenue and earnings growth. This is predicated on the company's ability to achieve steady price increases, realize acquisition contributions, and benefit from expense management and profitability initiatives. "We could downgrade the company over the next year if operating costs exceed our expectations or if it incurs unforeseen expenses similar to the 2016 litigation charge related to employee wage grievances, resulting in leverage sustained above 7x. This could also occur from unexpected customer contract losses, a reputation-damaging event, or if the company engages in a large debt-financed acquisition or shareholder distribution unaccounted for in our base forecast. "Although unlikely over the next year, we could consider an upgrade if the company improves credit metrics such that debt to EBITDA is around 5x and FFO to debt is in the low-double-digit percent area, and we believed that its financial policy would allow the company to sustain these metrics." UPLIFT RX: Creditors' Panel Hires Fox Rothschild as Counsel ----------------------------------------------------------- The Official Committee of Unsecured Creditors of Uplift RX LLC seeks authorization from the U.S. Bankruptcy Court for the Southern District of Texas to retain Fox Rothschild LLP as counsel to the Committee, nunc pro tunc to May 11, 2017. The Committee requires Fox Rothschild to: (a) assist, advise and represent the Committee with respect to the administration of this case and the exercise of oversight with respect to the Debtors' affairs, including all issues arising from or impacting the Debtors, the Committee, or these Chapter 11 cases; (b) provide all necessary legal advice with respect to the Committee's powers and duties; (c) assist the Committee in maximizing the value of the Debtor's assets for the benefit of all creditors; (d) participate in the formulation of and negotiation of a plan of reorganization and/or liquidation and approval of an associated disclosure statement; (e) investigate the acts, conduct, assets, liabilities, and financial condition of the Debtors, the operation of the Debtors' businesses and any other matter relevant to the Chapter 11 cases or to the formulation of a plan; (f) commence and prosecute any and all necessary and appropriate actions and/or proceedings on behalf of the Committee that may be relevant to these cases; (g) prepare on behalf of the Committee all necessary applications, motions, answers, orders, reports and other legal papers; (h) communicate with the Committee's constituents and others as the Committee may consider appropriate in furtherance of its responsibilities; (i) appear in Bankruptcy court and protect the interest of the Committee; and (j) perform all other legal services for the Committee which may be appropriate, necessary and proper in these Chapter 11 cases. Fox Rothschild will be paid at these hourly rates: Paul J. Labov $562.50 Mark A. Platt $480 Jason C. Manfrey $425 Elena K. Taylor $215 As an accommodation to the Committee, Mr. Labov and Mr. Platt have voluntarily agreed to reduce their standard hourly rates from $625 to $562.50 and $535 to $480, respectively. Fox Rothschild will also be reimbursed for reasonable out-of-pocket expenses incurred. Mark A. Platt, member of Fox Rothschild, 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 Court will hold a hearing on the application on August 1, 2017, at 9:00 a.m. Fox Rothschild can be reached at: Mark A. Platt, Esq. FOX ROTHSCHILD LLP 5420 Lyndon B. Johnson Freeway, Suite 1200, Dallas, Texas 75240 Tel: (972) 991-0889 Fax: (972) 404-0516 E-mail: mplatt@foxrothschild.com About Uplift RX, LLC 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. The Debtors tapped Baker & Hostetler LLP as legal counsel. Following the appointment of Ronald L. Glass, as the Chapter 11 Trustee, BakerHostetler LLP, was retained as the trustee's attorney. UPLIFT RX: Panel Hires CohnReznick as Financial Advisors -------------------------------------------------------- The Official Committee of Unsecured Creditors of Uplift RX LLC seeks authorization from the U.S. Bankruptcy Court for the Southern District of Texas to retain CohnReznick LLP as financial advisors and forensic accountants, nunc pro tunc to May 11, 2017. The Committee requires CohnReznick to: (a) gain an understanding of the Debtors corporate structure; (b) identify strategic case issues; (c) understand the Debtors' accounting system; (d) perform an assessment of the Debtors' short term budgets; (e) value the Debtors' operations; (f) assess the Debtors' business plan; (g) ascertain net cash flow available; (h) investigate transactions with Non-Debtor entities; (i) review financial reporting process; (j) monitor the Debtors' weekly operating results; (k) analyze the Debtors' budget to actual results; (l) monitor any sales process and list of buyers; (m) communicate findings to the Committee; (n) identify and quantify any recoverable assets; (o) investigate and analyze all potential avoidance actions claims; (p) analyze proposed Plan of Reorganization/Liquidation and Disclosure Statement; (q) review asserted claims asserted against the Debtors; (r) update dividend analysis; and (s) render such assistance as the Committee and its counsel may deem necessary. CohnReznick will be paid at these hourly rates: Partners $610-$815 Managers/Senior Managers/Directors $450-$650 Professional Staffs $300-$440 Paraprofessionals $205 CohnReznick will also be reimbursed for reasonable out-of-pocket expenses incurred. Chad J. Shandler, a partner of CohnReznick, 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 Court will hold a hearing on the application on August 1, 2017, at 9:00 a.m. CohnReznick can be reached at: Chad J. Shandler COHNREZNICK LLP 816 Congress Avenue Suite 200 Austin, TX 78701 Tel: (512) 494-9100 About Uplift RX, LLC 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. The Debtors tapped Baker & Hostetler LLP as legal counsel. Following the appointment of Ronald L. Glass, as the Chapter 11 Trustee, BakerHostetler LLP, was retained as the trustee's attorney. VANGUARD NATURAL: Reaches Plan Deal With Ad Hoc Equity Group ------------------------------------------------------------ Vanguard Natural Resources, LLC, on July 14, 2017, disclosed that it has reached a settlement with the Ad Hoc Equity Committee (the "Equity Committee"). Under the agreement, the Equity Committee agrees to (i) withdraw any and all objections to the Debtors' plan of reorganization and (ii) fully support the Debtors' Second Amended Joint Plan of Reorganization, as amended (the "Modified Plan"). The Modified Plan will include the following amended terms, among others: -- The Modified Plan extends the expiration deadline for new warrants from three years to three and a half years for both preferred and common units of the Company. -- Holders of the Company's common units will receive distributions of new warrants regardless of whether two-thirds of the common units vote as a class to accept the Company's Modified Plan. -- The definition of "Exculpated Parties" will be amended to add the Ad Hoc Equity Committee. -- The Modified Plan provides for the payment of up to $350,000 of reasonable and documented fees and expenses of the advisors to the Ad Hoc Equity Committee in addition to those previously agreed upon. No further fees and expenses of such advisors will be allowed or payable. Furthermore, all deposition notices and other discovery propounded by the Equity Committee against any other party are deemed immediately withdrawn and any scheduled depositions are canceled. The Equity Committee recommends that holders of the Company's common units who have not voted to vote in favor of the Modified Plan by Monday, July 17, 2017 at noon Central Standard Time. The Equity Committee also recommends that holders of the common units who initially voted to reject the Company's unmodified plan of reorganization to submit new ballots accepting the Modified Plan by the deadline. New ballots can be obtained through Broadridge Voting at proxyvote.com or through Prime Clerk LLC at https://cases.primeclerk.com/payless/EBallot-Home. Court filings and other information related to the chapter 11 cases are available on the Company's website at www.vnrllc.com/restructuring and at http://cases.primeclerk.com/vanguard,which is a website administered by the Company's claims agent, Prime Clerk LLC. The Company has also set up a toll-free hotline to answer employee, vendor, investor and royalty owner questions, which is available Monday through Friday, 8 a.m. to 6 p.m. Central Standard Time at 844-596-2260 (internationally at 929-333-8976). Parties may obtain electronic notification of court filings through the Prime Clerk website or may register for email notices by completing the Bankruptcy Court's registration form that can be accessed at http://www.txs.uscourts.gov/sites/txs/files/CRECFform.pdf. About Vanguard Natural Resources Vanguard Natural Resources, LLC (OTC: VNRSQ) -- 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. Lead Case No. 17-30560) on Feb. 2, 2017. The Chapter 11 cases are assigned to the 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. * * * The Court has approved the disclosure statement explaining Vanguard Natural Resources, LLC and certain subsidiaries' Second Amended Joint Plan of Reorganization, dated May 31, 2017. Upon consummation of the Plan, 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. VANITY SHOP: Clarifies Scope of Diamond B's Services ---------------------------------------------------- Vanity Shop of Grand Forks, Inc. has filed with the U.S. Bankruptcy Court for the District of North Dakota an amended application to employ Diamond B Technology Solutions, LLP. In its application, the Debtor clarified that as consultant, Diamond B will work solely at Hilco IP Services' direction in a "purely administrative capacity." The Debtor also clarified that the firm is not allowed to have contact with buyers, to evaluate bids, and to bid on its intellectual property assets. The Debtor has tapped the firm to provide Hilco with information technology services in support of its efforts to sell its intellectual property assets. About Vanity Shop of Grand Forks Based in Fargo, North Dakota, Vanity Shop of Grand Forks, Inc. filed a Chapter 11 petition (Bankr. D. N.Dak. Case No. 17-30112) on March 1, 2017. The petition was signed by James Bennett, chairman of the Board of Directors. In its petition, the Debtor estimated assets of less than $100,000 and liabilities of $10 million to $50 million. Judge Shon Hastings presides over the case. Caren Stanley, Esq., at Vogel Law Firm, serves as the Debtor's bankruptcy counsel. The Debtor hired Eide Bailly, LLP as auditor; Bell Bank as trustee for the ERISA Plan; and Jill Motschenbacher as accountant. On March 10, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee hired Fox Rothschild LLP as bankruptcy counsel, BGA Management, LLC, as financial advisor, and Brady Martz & Associates PC, as accountant. WALTER INVESTMENT: S&P Cuts CCR to CCC- on Possible Restructuring ----------------------------------------------------------------- S&P Global Ratings said it lowered its long-term issuer credit rating on Walter Investment Management Corp. to 'CCC-' from 'CCC'. The outlook is negative. S&P said, "At the same time, we also lowered the rating on the company's senior secured term loan to 'CCC-' from 'CCC' and the rating on its senior unsecured notes to 'C' from 'CC'." In March, Walter announced that it engaged Houlihan Lokey as capital restructuring advisers. S&P said, "We believe Walter, with its advisers, will likely consider a tender offer at prices below par and that such a transaction could be announced in the next six months. We would likely view any transaction as a default on the obligation and a selective default by the company. "The negative outlook reflects our belief that the company could consummate a distressed debt exchange in the next six months as part of its previously announced hiring of Houlihan Lokey as debt restructuring advisors. "If the company does execute a distressed exchange, we would likely lower the rating on Walter to 'SD' (selective default) and the ratings on any issue-level debt affected by such an exchange to 'D' (default)." WELLMAN DYNAMICS: TCTM Buying Assets for Credit Bid Plus $5M Cash ----------------------------------------------------------------- Wellman Dynamics Corp., asks the U.S. Bankruptcy Court for the Southern District of Iowa to authorize the bidding procedures in connection with the sale of substantially all its assets to TCTM Financial DS, LLC for (i) a credit bid of $15,500,000, (ii) cash equal to $5,000,000, and (iii) the assumption of the Assumed Liabilities, subject to overbid. Despite the best efforts of the Debtor and its professionals, the Debtor has been unable to achieve its chapter 11 goals 10 months into the case. Its original strategy at the outset of the case was to a confirm a plan of reorganization that would pay out all creditors in full while allowing existing equity holders to maintain a stake in the company and, to that end, it filed three amended plans of reorganization. Ultimately, however, the Debtor was forced to withdraw its plan of reorganization in April 2017 when necessary exit financing was insufficient to meet the requirements of the proposed plans. As a result, the Debtor was left with no clear path forward. Moreover, in the process of pursuing the stand-alone plans, it incurred significant professional fees, much of which have not yet been paid. During the 10 months of the case, the Debtor has been authorized to use cash collateral through a series of stipulations and consent orders, the most recent of which expires July 29, 2017. It has not sought nor obtained debtor-in-possession financing to operate its business and fund its case. Although the Debtor continues to operate its business pursuant to a cash collateral budget, that budget is premised on it not timely paying approved professional fees, and delaying adequate protection payments to its secured lender. Without a clear and expeditious path forward, and with no other outside source of financing readily apparent, the most expeditious and value-maximizing path to emergence -- that would result in the least amount of administrative expense and deterioration in the value of its business -- is an immediate sale of substantially all its assets. The transaction contemplated in the Stalking Horse APA will jump-start a competitive sale process and is in the best interest of the estate. TCTM is offering to provide $5 million in much needed cash (in addition to a credit bid and assumption of certain liabilities) as part of its consideration. Moreover, in connection with TCTM's credit bid, and pursuant to a separate motion to be filed with the Court, TCTM will provide $250,000 in DIP financing to fund its case while also continuing to waive payment for adequate protection and professional fees. TCTM is not only providing the Debtor with necessary liquidity, but is conferring a material benefit to the estate by assisting other bidders in valuing the Debtor's business, which may lead to higher or better offers for its assets, all while foregoing significant payments that it is entitled to. Absent the commencement the sale process set forth, the Debtor will continue steaming towards administrative insolvency, liquidation, and job loss. Rather than head down this road, it chooses to pursue a course that will ultimately result in a value maximizing sale for the benefit of all parties. The salient terms of the Stalking Horse APA are: a. Consideration: (i) the TCTM Credit Bid in an amount of $15,500,000 ("TCTM Credit Bid Amount"), (ii) an amount in cash equal to $5,000,000, and (iii) the assumption of the Assumed Liabilities b. Acquired Assets: Other than the Excluded Acquired Assets, all of the business, Acquired Assets, properties, contractual rights, goodwill, going concern value, rights and claims of Seller primarily related to the Business, wherever situated and of whatever kind and nature, real or personal, tangible or intangible, whether or not reflected on the books and records of Seller. c. Bid Protections: The Debtor and the Stalking Horse Bidder have not agreed to any bid protections, such as a break-up or termination fee. d. Terms: Free and clear of all interests, liens, claims and encumbrances e. Closing: Subject to the satisfaction of the conditions set forth in the APA, the consummation of the transactions contemplated will take place at a time and place as agreed to by the parties on the date that is two Business Days following the satisfaction or waiver in writing of the conditions set forth in the APA (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions), unless another time or date, or both, are agreed to in writing by the Seller and the Buyer. In order to facilitate a robust and competitive marketing and test the marketplace to ensure the Debtor and the estate are realizing maximum value for the sale of the its assets, it is seeking authority to engage Gordian Group ("Investment Banker") pursuant to an employment application that will shortly be filed with the Court. The Investment Banker will work with management to prepare an executive summary of the Acquired Assets and its investment highlights to be distributed to potential buyers, both strategic and financial, that will execute Non-Disclosure Agreements. The Debtor submits that the Bidding Procedures afford it the opportunity to pursue a sale process that will maximize the value of its estate. The salient terms of the Bidding Procedures are: a. Preliminary Bid Deadline: Aug. 17, 2017 at 5:00 p.m. (CT) b. Qualified Bid Deadline: Aug. 20, 2017 at 5:00 p.m. (CT) c. Auction: Aug. 21, 2017 9:00 a.m. (CT) d. Good Faith Deposit: 10% of the proposed purchase price e. Purchase Price; Minimum Bid: Each Bid submitted must (i) be a Bid for the Acquired Assets, (ii) exceed the TCTM Bid by the Minimum Overbid Amount, and (iii) propose an alternative transaction that provides substantially similar or better terms than the TCTM Bid. f. Bid Increments: $50,000 g. Designation of Assigned Contracts and Leases: A Preliminary Bid must identify with particularity each and every executory contract and lease with respect to which the Preliminary Bidder seeks assignment from the Debtor, if different than the TCTM Bid terms in this regard. h. Termination Fees: The Preliminary Bid must not entitle the Preliminary Bidder to any break-up fee, termination fee, expense reimbursement or similar type of payment or reimbursement and, by submitting the Preliminary Bid, the Preliminary Bidder waives the right to pursue a substantial contribution claim related in any way to the submission of its Preliminary Bid. i. Closing Date: The Preliminary Bid must include a commitment to close and fully consummate the transactions contemplated by the Bid APA by Oct. 31, 2017. The Buyer agrees to assume the Seller's obligations arising from and after the Closing Date under the Contracts designated by the Buyer for assumption and assignment and approved by the Court for assumption by the Seller and assignment to the Buyer. Any Objection will be filed 10 Business Days after the filing of the Cure Notice. The Buyer will have three Business Days prior to Closing to select which of the Preliminary Designated Contracts it will want Seller to assume and assign to Buyer. At Closing, the Buyer will pay the Cure Amount of each Final Designated Contract up to an aggregate amount equal to $78,416 and the Seller will pay any Cure Amounts not paid by the Buyer. The Debtor submits that the Court should approve, the Bid Procedures; and at a Sale Hearing to be held promptly after the Auction, or if no Auction is held, within seven days after the Preliminary Bid Deadline, subject to the terms of the Bid Procedures, the Court should approve the sale of the Acquired Assets to the Stalking Horse or such other Successful Bidder at the Auction. Such relief is warranted because Debtor has shown and will further establish by testimonial and documentary evidence at hearing, that the transactions connected to the APA are in the best interests of Debtor, its estate and creditors, and because the decision to enter into the APA was reached in the exercise of its sound business judgment, after careful deliberation of its consequences and possible alternatives. The Debtor asks that the sale be effective immediately and that the stay provisions of Bankruptcy Rules 6004(h) and 6006(d) do not apply. The Purchaser: TCTM FINANCIAL FS, LLC 2021 McKinney Ave., Suite 1200 Dallas, TX 75201 Attn: General Counsel Facsimile: (469) 310-9961 The Purchaser is represented by: Jill Frizzley Peter Feist, Esq. WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, N 10153 Telephone: (212) 310-8823 (212) 310-8939 Facsimile: (212) 310-8007 E-mail: jill.frizzley@weil.com peter.feist@weil.com About Fansteel and Affiliates Headquartered in Creston, Iowa, Fansteel, Inc., operates four business units at four locations in the USA and one in Mexico with a workforce of more than 600 employees. Fansteel generated approximately $87.4 million in revenue in 2015 on a consolidated basis. Wellman Dynamics Corporation contributed 67% of Fansteel's sales. The rest of the sales are generated from Intercast, a division of Fansteel, and other non-debtor subsidiaries. Fansteel, Wellman Dynamics and Wellman Dynamics Machinery & Assembly, Inc. filed Chapter 11 petitions (Bankr. S.D. Iowa Case Nos. 16-01823, 16-01825 and 16-01827) on Sept. 13, 2016. The petitions were signed by Jim Mahoney, CEO. The cases are assigned to Judge Anita L. Shodeen. The Debtors disclosed total assets of $32.9 million and total debt of $41.97 million. The companies tapped Jeffrey D. Goetz, Esq., and Krystal R. Mikkilineni, Esq., at Bradshaw, Fowler, Proctor & Fairgrave, P.C., as counsel; RSM US LLP as tax advisor; Jeffrey Sands and Dorset Partners, LLC as business broker; and Mark J. Steger, Esq., at the Clark Hill Law Firm as Environmental Counsel. The companies filed motions to jointly administer the cases pursuant to Bankruptcy Rule 1015(b), and the court ordered the joint administration on Oct. 17, 2016. The court subsequently entered an order on May 24, 2017, vacating its Oct. 17 order and discontinuing the joint administration of the cases under the lead case of Fansteel. On Sept. 23, 2016, the U.S. Trustee for Region 12 appointed an official committee of unsecured creditors in Fansteel's bankruptcy case. The committee retained Morris Anderson & Associates, Ltd., as financial advisor; and Archer & Greiner, P.C. and Nyemaster Goode, P.C., as counsel. In March 2017, the U.S. trustee announced that the unsecured creditors' committee of Fansteel would no longer serve as the official committee in its case and that it would be reconstituted as the official committee of unsecured creditors in the Chapter 11 cases of Wellman Dynamics and Wellman Dynamics Machinery. As of March 22, 2017, a new creditors' committee has not yet been appointed in Fansteel's bankruptcy case. Wellman Dynamics filed a Chapter 11 plan of reorganization and disclosure statement on January 11, 2017. On May 8, 2017, the creditors' committee of Wellman Dynamics filed a rival Chapter 11 plan of liquidation for the company. WONDERWORK INC: Examiner Hires Goldin Associates as Advisor ----------------------------------------------------------- Jason R. Lilien, the court-appointed examiner for WonderWork, Inc., seeks authorization from the U.S. Bankruptcy Court for the Southern District of New York to employ Goldin Associates LLC as financial advisor to the examiner, nunc pro tunc to June 6, 2017. Goldin Associates will assist the Examiner and his proposed counsel with financial advisory services in connection with the Debtor's collection, use, allocation, and transfers of restricted and unrestricted funds, including: - the Debtor's system for collecting, tracking and using restricted purpose funds; - whether and to what extent Debtor's funds are properly subject to donor restrictions and/or other restrictions under New York charity law and the characterization and nature of any such restriction; - how expenses and expenditures including overhead and grants are allocated across various causes, including the transfer of funds among the Debtor's bank accounts; and - whether Debtor has taken actions in violation of the automatic stay by attempting to impose restrictions on funds that were otherwise unrestricted as of the petition date; Goldin Associates will assist the Examiner in any amendments of schedules and other financial disclosure statement and plan of reorganization, and in any potential claims and causes of action of the Debtor, including without limitation preferential and fraudulent transfers, including to insiders, claims for breach of fiduciary duty and corporate waste, other claims against insiders and claims relating to expense reimbursement. Goldin Associates will assist the Examiner with respect to all payments made to or amounts due to Brian Mullaney including expense reimbursements from the Debtor to Mr. Mullaney; and the Debtor's corporate governance structures and practices, including oversight of Mr. Mullaney by the Debtor's board of directors. Goldin Associates will be paid at these hourly rates: Senior Managing Director/ Senior Special Advisor $810-$855 Managing Director/ Senior Advisor $630-$810 Director $540-$630 Vice President $450-$540 Associate $315-$450 Analyst $225-$315 Goldin Associates will also be reimbursed for reasonable out-of-pocket expenses incurred. Marc S. Kirschner, senior managing director of Goldin Associates, 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 Court will hold a hearing on the application on July 20, 2017, at 10:00 a.m. Goldin Associates can be reached at: Marc S. Kirschner GOLDIN ASSOCIATES LLC 350 Fifth Avenue The Empire State Building New York, NY 10118 Tel: (212) 593-2255 Fax: (212) 888-2841 E-mail: MKirschner@goldinassociates.com About Wonderwork, Inc. Wonderwork, Inc., is a charity that has provided grants to fund more than 220,000 surgeries in just six years. The Debtor filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 16-13607) on Dec. 29, 2016, and is represented by Aaron R. Cahn, Esq., at Carter Ledyard & Milburn LLP, as counsel; and BDO USA, LLP, as auditor and tax advisor. The petition was signed by Brian Mullaney, chief executive officer. At the time of filing, the Debtor had $10 million to $50 million in estimated assets and $10 million to $50 million in estimated debts. Jason R. Lilien has been appointed by the Court as Chapter 11 examiner. He hired Loeb & Loeb LLP as his counsel. WORLD IMPORTS: 3d Cir. Defines "Received" Under Sec. 503(b)(9) -------------------------------------------------------------- The United States Court of Appeals for the Third Circuit, through Judge Hardiman, in an opinion dated July 10, 2017, determined the definition of the word "received" or "receipt" as mentioned in the Bankruptcy Code, in appeals case captioned Haining Wansheng Sofa Co., LTD., Fujian Zhangzhou Foreign Trade Co., LTD, Appellants, No. 16-1357 (3d Cir.). Haining Wansheng Sofa Company and Fujian Zhangzhou Foreign Trade Company are Chinese companies that sold furniture and similar goods to World Imports in the ordinary course of business. On May 26, 2013, the Haining shipment left Shanghai, China, and World Imports took physical possession of the goods in the United States on June 21, 2013. On the other hand, Fujian's goods were shipped on three separate dates from Xiamen, China, on May 17, May 31, and June 7, 2013, and they were accepted in the United States before July 3, 2013. In July 3, 2013, World Imports filed its Chapter 11 petition, which was approved by the court. As a result, the obligation to pay the creditors, as argued by the debtor, has been extinguished as sanctioned by the proceedings in the Chapter 11 petition. Under 11 U.S.C. Section 503(b)(9), a creditor may recover as a priority administrative expense the value of goods "received by the debtor within 20 days before" the bankruptcy petition is filed. The creditors filed a petition to recover the value of the goods in the Bankruptcy court but to no avail. The court began by acknowledging that the operative word "received" in Section 503(b)(9) is not defined. Thus it concluded that since the shipment were "Free on Board," the risk of loss or damage passed to World Imports upon transfer at the port and the receipt of the goods have already commenced. The creditors appealed the decision. The primary issue in this appeal is the definition of the term "received" as used in 11 U.S.C. Section 503(b)(9). Judge Hardiman expressed that if World Imports received the goods when they were loaded onto the common carrier in China, then the creditor's claims for administrative priority will fail. But if the goods were received only when World Imports took physical possession of them, then creditors' claims are entitled to "the highest priority." Judge Hardiman ruled that since the Bankruptcy Code does not define the word "received," related laws and jurisprudence must be used in order to define the said word in the context of the legislative intent. Judge Hardiman defined the word "received" based on the ruling in the case of In re Marin Motor Oil which defined "receipt" based in the on Section 546(c) of the Uniform Commercial Code definition, namely, "taking physical possession." He added that the "drafters of the Bankruptcy Code" basically "adopted as part of the federal bankruptcy law," but with some procedural modifications and since "Congress essentially borrowed [the reclamation provision] from the U.C.C.," it "also borrowed the standard definition of receipt." In conclusion, Judge hardiman held that "receipt," as used in Section 546(c), means "taking physical possession" -- the UCC definition -- as a matter of federal law. Judge Hardiman ruled that "consistent with this Court's holding in Marin, we now hold that receipt as used in 11 U.S.C. Section 503(b)(9) requires physical possession by the buyer or his agent." In conclusion, since World Imports took physical possession within the 20-day period prior to commencement of its bankruptcy case, Judge Hardiman reversed the bankruptcy court's decision and ordered that the case be remanded for further proceedings. A full-text copy of the Third Circuit's Opinion is available at https://is.gd/McZu6R from Leagle.com. Kirk B. Burkley [Argued], Daniel R. Schimizzi, Bernstein-Burkley, 707 Grant Street, Suite 2200, Gulf Tower, Pittsburgh, PA 15219, Counsel for Appellants. David L. Braverman [Argued], Helen M. Braverman, John E. Kaskey, Braverman Kaskey, 1650 Market Street, One Liberty Place, 56th Floor, Philadelphia, PA 19103, Counsel for Appellees. About World Imports World Imports, Ltd., filed a Chapter 11 petition (Bankr. E.D. Pa. Case No. 13-15929) on July 3, 2013, in Philadelphia. Debtor- affiliates World Imports South, LLC (Bankr. E.D. Pa. Case No. 13-15933), 11000 LLC (Bankr. E.D. Pa. Case No. 13-15934, and World Imports Chicago, LLC (Bankr. E.D. Pa. Case No. 13-15935) filed separate petitions for Chapter 11 relief. The cases are jointly administered under Case No. 13-15929. John E. Kaskey, Esq., at Braverman Kaskey, P.C., in Philadelphia, serves as counsel to the Debtors. World Imports, Ltd., estimated assets and debts of $10 million to $50 million. World Imports South, LLC, estimated assets of $1 million to $10 million. Roberta A. DeAngelis, United States Trustee for Region 3, appointed a 3-member Committee of Unsecured Creditors. Fox Rothschild LLP is counsel to Committee. ZEBRA TECHNOLOGIES: Moody's Rates New Term Loan A 'Ba3' ------------------------------------------------------- Moody's Investors Service rated Zebra Technologies Corporation's new Senior Secured Term Loan A due 2021 ("Term Loan A") and new Senior Secured Revolver due 2021 ("New Revolver"), both at Ba3, and downgraded the existing Senior Secured Term Loan B due 2021 ("Term Loan B") to Ba3 from Ba2. Moody's also affirmed Zebra's Ba3 Corporate Family Rating ("CFR"), Ba3-PD Probability of Default Rating ("PDR"), and SGL-2 Speculative Grade Liquidity ("SGL") rating. The outlook is positive. Following the closing, Moody's expects to withdraw the Ba2 rating on the Senior Secured Revolver due 2019. RATINGS RATIONALE These rating actions follow Zebra's announced plans to use a draw under the New Revolver and the proceeds of the Term Loan A to redeem $750 million of the 7.25% Senior Notes ("Senior Notes") due 2022, reducing the interest expense burden. The downgrade to the Term Loan B to Ba3 from Ba2 reflects the reduced cushion of unsecured liabilities following the completion of the partial Senior Notes redemption. Moreover, the recent completion of the integration of the Enterprise Business ("Enterprise"), which Zebra acquired from Motorola Solutions Inc. in October 2014, should result in improved free cash flow ("FCF") due to both the absence of integration costs and the operational efficiencies gained from using a single enterprise resource planning ("ERP") system across the historical Zebra and Enterprise operations. Zebra's Ba3 CFR reflects the company's leading market positions in its core segments of rugged handheld computers, barcode scanners, and barcode printers. The CFR also reflects the large installed base, long-term customer relationships, and expanded and complementary product lines that resulted from Zebra's acquisition of Enterprise in October 2014. The CFR also reflects the financial leverage about 4.4x debt to EBITDA (latest twelve months ended April 1, 2017, Moody's adjusted), which is high given the slow revenue growth. Although Zebra completed the final step of the integration of Enterprise in early 2017, with the migration to a single ERP system, the Enterprise business historically generated an operating margin approximately half that of the historical Zebra. Closing this margin differential without compromising Zebra's competitive position represents an intermediate to long term integration execution risk. The positive outlook reflects Moody's expectation that Zebra will continue to reduce debt, using the increased FCF resulting from the lower total interest expense following the partial Senior Notes redemption. Moody's expects further improvement in both the EBITDA margin and FCF generation due to the absence of further integration expenses with Enterprise business now fully-integrated into Zebra. Moody's expects Zebra to generate modest revenue growth over the next 12 to 18 months, resulting in incremental EBITDA margin expansion due to operating leverage. Moody's expects that through a combination of debt repayment and EBITDA growth that leverage will decline toward 3.5x debt to EBITDA (Moody's adjusted) over the next 12 to 18 months. The rating could be upgraded if: * Zebra generates revenue growth with expanding EBITDA margin and increasing FCF and * Leverage is approaching 3.5x debt to EBITDA (Moody's adjusted), and * Zebra maintains good liquidity and a balanced financial policy, refraining from debt-financed returns to shareholders Given the positive rating outlook, a rating downgrade is unlikely over the next year. Over the intermediate term, the rating could be downgraded if: * Revenues fail to grow in line with the industry or if the gross margin declines toward 45%, indicating a loss of market power, or * Zebra engages in shareholder-friendly actions such that debt to EBITDA (Moody's adjusted) will be sustained above 4.5x. The Ba3 ratings of the Revolver, Term Loan A, and Term Loan B, equal to the Ba3 CFR, reflect their seniority in the capital structure, the collateral package, and the modest cushion of unsecured liabilities following the partial redemption of the Senior Notes. The B2 rating on the Senior Notes is two notches lower than the CFR which reflects the absence of collateral and the large amount of secured debt ranking ahead of the unsecured notes, as well as the absence of pledged assets as collateral. The SGL-2 Speculative Grade Liquidity ("SGL") rating reflects Zebra's good liquidity. Moody's expects Zebra will keep at least $100 million of cash and will generate annual free cash flow ("FCF") of at least $250 million over the next 18 months. Alternative liquidity is provided by the $500 million Revolver, which Moody's expects will be drawn at closing and will be used for letters of credit but leaving at least $150 million of available borrowing capacity. Over the next year, total required debt amortization is limited to the required annual debt amortization on the Term Loan A of $25 million. Due to prepayments, there are no required amortization payments due on the Term Loan B until maturity. Assignments: Issuer: Zebra Technologies Corp. -- Senior Secured Revolver due 2021, assigned Ba3 (LGD3) -- Senior Secured Term Loan A, assigned Ba3 (LGD3) Downgrades: Issuer: Zebra Technologies Corp. -- Senior Secured Term Loan B, downgraded to Ba3 (LGD3) from Ba2 (LGD3) Ratings Affirmed: Issuer: Zebra Technologies Corp. -- Senior Notes, B2 (LGD6) -- Corporate Family Rating (Local Currency), Ba3 -- Probability of Default Rating, Ba3-PD -- Speculative Grade Liquidity Rating, SGL-2 Outlook Actions: Issuer: Zebra Technologies Corp. -- Outlook, Positive The rating on the Senior Secured Revolver due 2019 will be withdrawn following closing. Zebra Technologies Corp, based in Lincolnshire, Illinois, manufactures and markets rugged handheld computers, barcode scanners, and specialized printers serving the manufacturing, transportation and logistics, retail, healthcare end-markets. The principal methodology used in these ratings was Diversified Technology Rating Methodology published in December 2015. ZEBRA TECHNOLOGIES: S&P Lowers Senior Secured Debt Rating to 'BB' ----------------------------------------------------------------- S&P Global Ratings lowered the issue rating on Lincolnshire, Ill.-based Zebra Technologies Corp.'s senior secured debt to 'BB' from 'BB+' and revised the recovery rating to '2' from '1'. The '2' recovery rating indicates S&P's expectation for meaningful (70% to 90%; rounded estimate: 75%) recovery in the event of payment default. At the same time, S&P removed the issue rating from CreditWatch, where S&P had placed it with negative implications on July 6, 2017. S&P said, "We also assigned our 'BB' issue rating and '2' recovery rating to Zebra's proposed $500 million revolving credit facility due 2021, the proposed $500 million term loan A due 2021 and the repriced $1.413 billing term loan B due 2021." The rating action follows Zebra's announcement of a definitive refinancing plan that will fund the conditional partial redemption to the holders of its $1.05 billion 7.25% unsecured notes due 2022. It intends to redeem $750 million in principal amount by issuing new lower-cost financing instruments, including an upsized revolving credit facility and term loan A. Given that the new instruments are secured, it lowers the mix of unsecured debt, resulting in lower recovery prospects. S&P's 'BB-' corporate credit rating and stable outlook on Zebra are unchanged. All ratings are based on preliminary terms and conditions. RATINGS LIST Zebra Technologies Corp. Corporate Credit Rating BB-/Stable/-- Downgraded; Recovery Rating Revised To From Zebra Technologies Corp. Senior Secured BB BB+/Watch Neg Recovery Rating 2 (75%) 1 (90%) New Rating Zebra Technologies Corp Senior Secured $500 mil. revolver due 2021 BB Recovery Rating 2 (75%) $500 mil. term loan A due 2021 BB Recovery Rating 2 (75%) $1.413 bil. term loan B due 2021 BB Recovery Rating 2 (75%) ZLOOP INC: Aug. 10 Conference Set in Suit vs. Phelps Dunbar ----------------------------------------------------------- Before the United States District Court for the Middle District of Louisiana is Phelps Dunber, LLP, et al.'s motions for Enlargement of Time to Answer and another for a Protective Order Staying Initial Disclosures and Discovery Pending Resolution Of A Ruling in this case captioned ZLOOP, INC., v. PHELPS DUNBAR, L.L.P., ET AL., Civil Action No. 17-222-BAJ-RLB (M.D. La.). On April 7, 2017, Zloop, Inc., by and through Patrick Trae' O'Pry, Plan Administrator, initiated an action against Phelps Dunbar, L.L.P., and the four individual attorneys Heather Duplantis, Michael D. Hunt, Kelly Kromer Boudreaux, and Marc G. Matthews for: 1. Count 1: post-petition avoidance under 11 U.S.C. Section 549 and recovery under 11 U.S.C. Section 550 of the Bakruptcy Code; 2. Count 2: turnover of property of the estate under 11 U.S.C. Section 542 of the Bakruptcy Code; 3. Count 3: disgorgement of fees under 11 U.S.C. Sections 327, 328, 329 of the Bakruptcy Code; 4. Count 4: legal malpractice, 5. Count 5: breach of fiduciary duty; 6. Count 6: aiding and abetting breach of fiduciary duty; and 7. Damages under Louisiana and Delaware law. Shortly, Defendants collectively filed two Motions. In their first motion, Defendants seek an enlargement of time to answer or otherwise respond to Counts 1-3 of the Complaint until 14 days after notice of the Court's action on the Motion to Dismiss Counts 4-6 of the Complaint under Rule 12(a)(4). In their second motion, Defendants seek a protective order staying all discovery in the instant action until the Court rules on the Motion to Dismiss Counts 4-6 of the Complaint. Magistrate Judge Richard L. Bourgeois, Jr., settled the first motion by expressing that under Rule 12(a)(4) a defendant is allowed to file a motion to dismiss and await its disposition before filing an answer by extending the deadline to serve an answer or responsive pleadings until 14 days after notice of the Court's denial of the motion to dismiss, or postponement of ruling until trial. However, the rule does not state its applicability to a partial motion to dismiss which would extend the defendant's time to answer or file a responsive pleading with respect to claims not raised in the motion to dismiss. To resolve the issue, Judge Bourgeois mentioned that at least two district courts within the Fifth Circuit have followed the "majority view" in holding that the filing of a partial motion to dismiss extends the defendant's time to answer the entire complaint. He added that according to jurisprudence adopting the "majority approach", stating to hold otherwise would unnecessarily confuse and complicate the case. Thus, Defendant's motion is granted. On the second motion, Judge Bourgeois ruled that while Rule 26(c), the rule for which the defendant based their motion, allows the Court to issue a protective order after a showing of good cause to protect a party or person from annoyance, embarrassment, oppression, or undue burden or expense, the defendants were not able to present the same in court. According to Judge Bourgeois, Defendants have not provided any particular and specific facts demonstrating that discovery in this action while the partial motion to dismiss is pending would result in annoyance, embarrassment, oppression, or undue burden or expense, the reason for the denial of the second motion. Accordingly, the magistrate ordered that Defendants' Motion for Enlargement of Time to Answer or Otherwise Respond to Counts 1-3 of the Complaint is granted. Defendants' deadline to answer or otherwise respond to any and all portions of the complaint pertaining to Counts 1-3, and the 96 paragraphs of the complaint that these counts refer to, until 14 days after notice of the Court's action on the defendants' Rule 12(b)(6) motion to dismiss Counts 4-6 for failure to state a claim. It is further ordered that Defendants' Motion For Protective Order Staying Initial Disclosures and Discovery Pending Resolution Of A Ruling On Their Rule 12(b)(6) Motion is denied. A scheduling conference is set before the undersigned for August 10, 2017 at 3:00 p.m. A Joint Status Report must be filed by July 27, 2017. A full-text copy of Magistrate Bourgeois's Order dated July 10, 2017, is available at https://is.gd/gJ5pdr from Leagle.com. Zloop, Inc., Plaintiff, represented by James Huey Gibson, Allen & Gooch. Zloop, Inc., Plaintiff, represented by Charles M. Kreamer, Allen & Gooch & Clay Morgan Allen, Allen & Gooch. Phelps Dunbar, LLP, Defendant, represented by Christine Lipsey, McGlinchey Stafford, PLLC, Jon Ann Harp Giblin, McGlinchey Stafford PLLC, Michael H. Rubin, McGlinchey Stafford PLLC & Rachal Cox. Heather Duplantis, Defendant, represented by Christine Lipsey, McGlinchey Stafford, PLLC, Jon Ann Harp Giblin, McGlinchey Stafford PLLC, Michael H. Rubin, McGlinchey Stafford PLLC & Rachal Cox. Michael D. Hunt, Defendant, represented by Christine Lipsey, McGlinchey Stafford, PLLC, Jon Ann Harp Giblin, McGlinchey Stafford PLLC, Michael H. Rubin, McGlinchey Stafford PLLC & Rachal Cox. Kelly Kromer Boudreaux, Defendant, represented by Christine Lipsey, McGlinchey Stafford, PLLC, Jon Ann Harp Giblin, McGlinchey Stafford PLLC, Michael H. Rubin, McGlinchey Stafford PLLC & Rachal Cox. Marc G. Matthews, Defendant, represented by Christine Lipsey, McGlinchey Stafford, PLLC, Jon Ann Harp Giblin, McGlinchey Stafford PLLC, Michael H. Rubin, McGlinchey Stafford PLLC & Rachal Cox. About ZLOOP, Inc. ZLOOP operates a proprietary, state of the art, 100% landfill free eWaste recycling company headquartered in Hickory, North Carolina. Founded in 2012, the Company offers eWaste recycling and data destruction services through its facility in Hickory, NC. ZLOOP, Inc., and two affiliates sought Chapter 11 protection (Bankr. D. Del. Case No. 15-11660) on Aug. 9, 2015. The Debtors tapped DLA Piper LLP as counsel. As of the Petition Date, the Debtors' unaudited consolidated balance sheet reflect total assets of approximately $25 million, including the land and improvements, but excluding certain commodity inventories that are the output of eWaste recycling, and total liabilities of approximately $32 million. The U.S. trustee overseeing the Debtors' Chapter 11 cases on Sept. 2, 2015, appointed Recycling Equipment Inc., E Recycling Systems LLC and Carolina Metals Group to serve on the official committee of unsecured creditors. The committee is represented by Cole Schotz P.C. ZONE 5 INC: Hires Hodgson Russ as Attorney ------------------------------------------ Zone 5 Inc. fka Zone V Lithographic Pre-press Inc. seeks authorization from the U.S. Bankruptcy Court for the Northern District of New York to employ Hodgson Russ LLP as attorney for the estate. The Debtor requires Hodgson Russ to: (a) evaluate various claims and offsets; (b) prepare a Disclosure Statement and Plan; (c) represent the Debtor in proceedings to recover voidable transfers, if any; (d) attend at 341 hearings and valuation hearings, if any; and (e) negotiate and litigate, if necessary, for sale of assets. The Debtor will pay Richard L. Weisz at a rate of $360 per hour. Hodgson Russ will also be reimbursed for reasonable out-of-pocket expenses incurred. Hodgson Russ has received a retainer totaling to $16,717 inclusive of the $1,717 filing fee. The balance on retainer is $8,145.55. Richard L. Weisz, a partner of Hodgson Russ, 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. Hodgson Russ can be reached at: Richard L. Weisz, Esq. HODGSON RUSS LLP 677 Broadway, Suite 301 Albany, NY 12207 Tel: (518) 465-2333 E-mail: rweisz@hodgsonruss.com About Zone V Lithographic Pre-press Inc. Zone 5, Inc. fka Zone V Lithographic Pre-Press, Inc., filed a Chapter 11 petition (Bankr. N.D.N.Y. Case No. 17-11087) on June 8, 2017, listing under $1 million in both assets and liabilities. Richard L. Weisz, Esq. of Hodgon Russ LLP, represents the Debtor as bankruptcy counsel. [*] Retail Bankruptcies Up by 35% YTD, BankruptcyData Says ---------------------------------------------------------- BankruptcyData.com released its Q2 2017 Business Bankruptcy Filings Report, which indicates that the Retail, Services and Finance/Insurance/Real Estate sectors increased their percentages of overall business bankruptcies during Q2 2017, compared to the same period last year; and, YTD, the Retail sector is up approximately 35% compared to the same periods in both 2016 and 2015. During 2Q 2017, Texas overtook New York as the state generating the highest percentage (nearly 20%) of overall business bankruptcies but New York retained top billing with 17% of YTD 2017 business bankruptcy filings. As usual, small businesses make up the lion's share of filings, with companies reporting sales less than $500K generating 56% of all business bankruptcy filings during Q2 2017 and 61% YTD 2017. Similarly, business with less than 50 employees generated 87% of all bankruptcies during the first six months of 2017. Though overall bankruptcy activity is trending upward, public company bankruptcies are down 31% thus far in 2017: 42 public companies filed for bankruptcy in the first six months of 2017, versus 61 in 2016. [^] Recent Small-Dollar & Individual Chapter 11 Filings ------------------------------------------------------- In re Mohammad H. Ardehali Bankr. N.D. Ill. Case No. 17-21013 Chapter 11 Petition filed July 14, 2017 In re Dave Taylor Electric Service, Inc. Bankr. N.D. Ind. Case No. 17-40305 Chapter 11 Petition filed July 14, 2017 See http://bankrupt.com/misc/innb17-40305.pdf represented by: David A. Rosenthal (VM) E-mail: darlaw@nlci.com In re Pellerin Energy Rentals, L.L.C. Bankr. W.D. La. Case No. 17-50902 Chapter 11 Petition filed July 14, 2017 See http://bankrupt.com/misc/lawb17-50902.pdf represented by: Douglas S. Draper Heller,Draper,Patrick,Horn & Dabney, LLC E-mail: ddraper@hellerdraper.com In re Pellerin Water Solutions, L.L.C Bankr. W.D. La. Case No. 17-50903 Chapter 11 Petition filed July 14, 2017 See http://bankrupt.com/misc/lawb17-50903.pdf represented by: Douglas S. Draper Heller,Draper,Patrick,Horn & Dabney, LLC E-mail: ddraper@hellerdraper.com In re Willie J. Jackson Bankr. N.D. Miss. Case No. 17-12602 Chapter 11 Petition filed July 14, 2017 In re SAINT MATTHEWS AMBULANCE SERVICE Bankr. D.S.C. Case No. 17-03491 Chapter 11 Petition filed July 14, 2017 Filed pro se In re SHONN TERRANCE TIBBS Bankr. M.D. Tenn. Case No. 17-04759 Chapter 11 Petition filed July 14, 2017 represented by: STEVEN L. LEFKOVITZ LAW OFFICES LEFKOVITZ & LEFKOVITZ E-mail: slefkovitz@lefkovitz.com In re Anita Lal Bankr. E.D. Va. Case No. 17-12444 Chapter 11 Petition filed July 14, 2017 represented by: John P. Forest, II StahlZelloe, P.C. E-mail: j.forest@stahlzelloe.com In re Assurance Construction Resources, LLC Bankr. D. Mass. Case No. 17-41293 Chapter 11 Petition filed July 15, 2017 See http://bankrupt.com/misc/mab17-41293.pdf represented by: Gregory M. Sullivan E-mail: gsullivanlaw@aol.com In re Davenport Company, Incorporated Bankr. N.D. Cal. Case No. 17-41830 Chapter 11 Petition filed July 16, 2017 See http://bankrupt.com/misc/canb17-41830.pdf represented by: Claude Dawson Ames Law Offices of Claude D. Ames E-mail: claudeames@aol.com In re IGI Trading, L.L.C. Bankr. S.D. Tex. Case No. 17-34334 Chapter 11 Petition filed July 16, 2017 See http://bankrupt.com/misc/txsb17-34334.pdf represented by: Donald T Cheatham Law Offices of Donald T Cheatham E-mail: cheathamlaw@aol.com ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. 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