/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/170912.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, September 12, 2017, Vol. 21, No. 254 Headlines 1802 PALISADES: Oct. 19 Plan and Disclosure Statement Hearing 270 BERGER: Hires Beba Realty to Sell New Jersey Properties 3982 CLUB: U.S. Trustee Unable to Appoint Committee 47 HOPS: U.S. Trustee Forms 3-Member Committee A&D PROPANE: Exclusive Plan Filing Deadline Moved to Oct. 20 A-OK ENTERPRISES: Hires West Consulting as Valuation Consultant ADVENTURE NY CORP: Hires Lester & Associates as Counsel AIR MEDICAL: Moody's Ups CFR to B2 on Improved Business Profile AIR MEDICAL: S&P Affirms 'B' CCR on Envision HealthCare Acquisition AJUBEO LLC: Hires BGA Management as CRO ALL PURPOSE SOLUTIONS: Case Summary & 20 Top Unsecured Creditors ALLIANCE SECURITY: Creditors' Panel Hires Robinson as Counsel ALLY FINANCIAL: Fitch Affirms BB+ IDR & Alters Outlook to Positive ALTADENA LINCOLN: In Talks with Lender, Seeks More Exclusivity AMERICAN EXPRESS: Fitch Affirms BB+ Preferred Shares Rating AMERIFLEX ENGINEERING: Seeks Jan. 12 Plan Exclusivity Extension ATLAS TRADING: Case Summary & 13 Unsecured Creditors AVATAR PURCHASER: Moody's Assigns B3 CFR; Outlook Positive AVOLON HOLDINGS: Moody's Hikes CFR to Ba2; Outlook Stable BALLANTRAE LLC: Oct. 4 Disclosure Statement Hearing BK ENTERPRISES: Hires Perez-Kudzma Law as Counsel BNF REALTY BROOKLYN: Hires Aboyoun as Special Transaction Counsel BOAZ ALTERNATIVE: Taps Lee and Associates as Broker BON-TON STORES: Incurs $33.2 Million Net Loss in Second Quarter BOSS REAL ESTATE: Taps Dale Ulrich as Accountant BP CHANEY: Taps Ware Jackson as Special Counsel in MHP Suit BRAZIL MINERALS: Incurs $369K Net Loss in Second Quarter BROOKWOOD ACADEMY: Wants to Use Cash Collateral to Fund Operations CAPRICCIO BY THE SEA: Taps Broege Neumann as Legal Counsel CENTEGRA HEALTH: S&P Cuts 2012/2014A Bonds Rating to 'BB+' CERTARA HOLDCO: Moody's Assigns B3 Corporate Family Rating CHEROKEE INC: Covenant Problems Raise Going Concern Doubt CHINA LONGYI GROUP: Recurring Losses Raise Going Concern Doubt CHINA SENIOR LIVING: WWC P.C. Raises Going Concern Doubt CITI CARS: Cox Enterprises Wants Court To Compel Arbitration CONA RESOURCES: Moody's Withdraws B3 CFR on Debt Repayment CORWIN PLACE: Oct. 17 Combined Plan and Disclosures Hearing CROSIER FATHERS: Intends to File Plan of Reorganization by Dec. 31 CROSS-DOCK SOLUTIONS: Hires Hellring Lindeman as Attorney CROSSMARK HOLDINGS: Moody's Cuts CFR to Caa2 on Liquidity Pressure CRS REPROCESSING: U.S. Trustee Unable to Appoint Committee DATA COOLING: Case Summary & 20 Largest Unsecured Creditors DEAN FOODS: Fitch Affirms Then Withdraws 'BB-' IDR DELPHI JERSEY: Fitch Assigns Initial 'BB' Issuer Default Rating DELPHI JERSEY: Moody's Assigns Ba3 CFR & B1 Senior Notes Rating DELPHI JERSEY: S&P Assigns Prelim 'BB' CCR, Outlook Stable DEXTERA SURGICAL: Series A Pref. Stock Returns to Unissed Status DIGIDEAL CORP: Unsecureds to be From Sale Net Proceeds DISCOVER FINANCIAL: Fitch Affirms BB- Preferred Stock Rating DORADO COMMUNITY: Sept. 27 Plan Confirmation Hearing DUNDEE ENERGY: TSX Delists Common Shares EAGLEVIEW TECHNOLOGY: Loan Upsize Plan No Impact on Moody's B3 CFR EAGLEVIEW TECHNOLOGY: S&P Lowers First-Lien Debt Rating to 'B' EDWARD J. MALIK: O'Bannon to Get $95K with No Interest Over 5 Years EMMAUS LIFE: Grants Megapharm License to Sell Endari ENERGY CONVERSION: Credit Suisse Wins Class Action By Shareholders ENERGY FUTURE: Non-EFH Debtor Intercompany Claimants to Get 0% ERATH IRON: Files Chapter 11 Plan of Liquidation ERIK SAMUEL DE JONG: JLE Entitled to $101K in Damages ETERNAL ENTERPRISE: Wants to Use Cash to Pay Outstanding Invoices FELCOR LODGING: Moody's Hikes CFR & Senior Unsecured Rating to B1 FINJAN HOLDINGS: Launches Mobile Browser for Apple and Android FLORIDA ORGANIC: Retains Equity Partners to Seek Buyer for Assets FLOWORKS INT'L: Moody's Lowers CFR to Ca; Outlook Stable FRIENDSHIP VILLAGE: Sept. 20 Hearing on Disclosures Approval FUEL PERFORMANCE: Inks Exclusive License Pact with FPS Ltd GLOBAL EMPOWERMENT: U.S. Trustee Unable to Appoint Committee GOD'S HOUSE OF REFUGE: Seeks 5-Month Plan Exclusivity Extension GOLDEN NUGGET: Moody's Assigns B2 Corporate Family Rating GREAT ELECTRIC: Taps Rhonda Allen as Legal Counsel GRIFFON CORP: S&P Puts BB- CCR on Watch Neg Amid ClosetMaid Deal HAGHIGHI FAMILY: Hires Gunn Chamberlain as Accountant HARLAND CLARKE: $100MM Loan Add On No Impact on Moody's B2 CFR HIGH PLAINS COMPUTING: U.S. Trustee Forms 2-Member Committee HOOPER HOLMES: Incurs $5.27 Million Net Loss in Second Quarter HOUSTON AMERICAN: Incurs $466,000 Net Loss in Second Quarter IRONCLAD PERFORMANCE: Case Summary & 20 Top Unsecured Creditors IRONCLAD PERFORMANCE: Files Voluntary Ch.11 Bankruptcy Petition JPW INDUSTRIES: Moody's Assigns B3 Corporate Family Rating KEELER'S MEDICAL: Has Final Nod to Use Cash Through Dec. 31 KNIGHT ENERGY: Taps Beau Box & ResortQuest as Real Estate Brokers LADDER CAPITAL: Moody's Affirms Ba2 CFR & Alters Outlook to Pos. LANDMARK MEDICAL: Hires Morgan Fisher as Bankruptcy Counsel LG BOLLINGER: Voluntary Chapter 11 Case Summary LIGNUS INC: Case Summary & 19 Largest Unsecured Creditors LITTLE SAIGON: Hires Weintraub as General Bankruptcy Counsel LUVIS AMBULANCE: Court Okays Disclosures & Confirms Plan M & J ENERGY: Hires Mouton as Attorney to Replace Aguillard M.N.E. FUNDING: Case Summary & 6 Unsecured Creditors MAGNOLIA BREWING: Taps Greenberg & Greenberg as Tax Accountant MARCANTONIO ENTERPRISES: Wants to Use, Sell, Lease Cash Collateral MARRONE BIO: Reports $7.4 Million Net Loss for Second Quarter MCAFEE LLC: Moody's Assigns B2 Corporate Family Rating MCAFEE LLC: S&P Assigns 'B' Corp. Credit Rating, Outlook Stable MCCLATCHY CO: Contrarius Owns 2.67% of Class A Shares as of Aug. 31 MERRIMACK PHARMACEUTICALS: Effects a 1-for-10 Reverse Stock Split MGM RESORTS: Moody's Revises Outlook to Pos. & Affirms Ba3 CFR MONEY CENTERS: J. Walsh Loses Bid to Dismiss Suit MONUMENT SECURITY: Hires Campbell Taylor as Accountant MOUNTAIN CREEK: Hires Acacia as Special Financial Advisor MRC GLOBAL: S&P Affirms 'B' Corp. Credit Rating, Outlook Stable MRI INTERVENTIONS: Terminates Registration of Unsold Securities MWM & SONS: 7750 Annapolis Buying All Assets for $1.6M NAVISTAR INTERNATIONAL: Posts $37M Net Income in Third Quarter NEOPS HOLDINGS: Creditors' Panel Hires Blakeley as Counsel NET ELEMENT: Incurs $1.71 Million Net Loss in Second Quarter NORTH AMERICAN GROUP: Hires Solomon and Hoover as Accountant NUVERRA ENVIRONMENTAL: Cancels Pre-Bankruptcy Common Stock OFFICE ON EASY STREET: Unsecureds to Get 25% Under Chapter 11 Plan OMEROS CORP: Data Show Improvement in Patients Treated with OMS721 OMNI LOOKOUT: To Assume Leases with Apartment Complex Tenants ORIGINAL SOUPMAN: Tries to Secure Court OK for Planned Sale PACE DIVERSIFIED: Hires Long Wayne as Accountant PACKARD SQUARE: Seeks to Hire Gene Kohut as CRO PARKER DEVELOPMENT: Hearing on Plan Outline Set for Sept. 28 PHILADELPHIA SD: Moody's Ups GO & Lease Rev. Bonds Rating to Ba2 PIKE CORP: Moody's Affirms B2 Corporate Family Rating PIONEER NURSERY: Taps Hocking Denton as Accountant PIONEER NURSERY: Taps M. Kathleen Klein as Accountant PIONEER NURSERY: Taps Wilkins Drolshagen as Special Counsel PRECIPIO INC: Negative Working Capital Raises Going Concern Doubt REDROCK WELL: $2K Monthly Payment for Unsecureds Over 36 Months ROBERT LAMPE: Business Income to Fund Latest Plan ROBERT SPENLINHAUER: IRS Not Barred from Amending Proof of Claim ROBERT SPENLINHAUER: Loses Bid for Summary Judgement vs. MDOR ROCK STAR CHEF: Taps Orlando Hernandez as Accountant ROSENBAUM FARM: Seeks to Hire Hicok Fern as Accountant RUE21 INC: Bankruptcy Court Confirms Reorganization Plan RUE21 INC: Court Overrules Committee Objection, Confirms Ch.11 Plan RUSSEL METALS: Moody's Alters Outlook to Pos. & Affirms Ba3 CFR RXI PHARMACEUTICALS: Amends 8 Million Shares Resale Prospectus SAVANNA ENERGY: S&P Affirms Then Withdraws 'B+' Corp Credit Rating SCI DIRECT: Restless Noggins Joins Creditor's Committee SENIOR CARE GROUP: Committee Taps Stevens & Lee as Lead Counsel SENIOR CARE GROUP: Committee Taps Trenam Kemker as Co-Counsel SENIOR COMMUNITY HOUSING: Taps Totaro & Shanahan as Bankr. Counsel SEQUOIA VOTING: Disclosures OK'd; Plan Hearing on Oct. 19 SOUTHWEST SILK: Unsecureds to Recover 100% Over 36 Months STATION CASINO: Moody's Rates New $550MM Senior Unsecured Notes B3 STEFANOVOUNO LLC: Names Dahar Firm as Chapter 11 Counsel STRIDE ACADEMY: S&P Alters Lease Revenue Bonds Outlook to Negative STRINGER FARMS: 25% Recovery for Unsecured Creditors Under Plan SUNBURST FARMS: Names K.Coe Isom LLC as Accountant SWING HOUSE: Hires Liner Group as Special Counsel T.P.I. PLUS: Hearing on Plan and Disclosures Set for Oct. 3 TARA RETAIL: Elswick, et al., Object to Plan and Disclosures TCF FINC'L: Moody's Gives Ba1(hyb) Rating to Perpetual Pref. Stock TEXAS RHH: Taps Ware Jackson as Special Counsel in MHP Suit TKL ASSOCIATES: Taps J. Riley as Real Estate Broker TKL ASSOCIATES: Taps Swen A. Mortenson as Accountant TNS INC: S&P Affirms 'B+' CCR Amid $175MM Loan Add-On TOP SHELF CLOSETS: Case Summary & 20 Largest Unsecured Creditors TOYS "R" US: Debtwire Hears Tru Taj Holders May Advance $400 Mil. TREY WEST: Taps Dean William Greer as Legal Counsel TRONOX LIMITED: Moody's Hikes Corporate Family Rating to B1 TRUE RELIGION: Hires Deloitte Tax as Service Provider TRUE RELIGION: Plan Confirmation Hearing Set for Oct. 5 UNITED CONTINENTAL: Fitch Affirms BB IDR & Sr. Unsecured Rating UNITED RENTALS: Moody's Assigns Ba3 New Sr. Unsecured Debt Rating UNITED RENTALS: S&P Assigns 'BB-' Rating on $1.5BB Unsecured Notes VANTIV LLC: Moody's Affirms Ba2 CFR & Sr. Credit Facility Rating VELLANO CORP: U.S. Trustee Forms 3-Member Committee WABASH NATIONAL: Moody's Rates New $325MM Sr. Unsecured Notes B1 WABASH NATIONAL: S&P Rates New $325MM Senior Unsecured Notes 'B+' WEST VIRGINIA HIGH: Dec. 11 Plan Confirmation Hearing WESTERN STATES: Itria to Retain $10K Payment From Collateral Funds WILLIAMSON & WILLIAMSON: Oct. 26 Hearing on Disclosure Statement WYNIT DISTRIBUTION: Case Summary & 20 Largest Unsecured Creditors YULONG ECO-MATERIALS: KSP Group Inc. Casts Going Concern Doubt [*] Saul Ewing And Arnstein & Lehr Merge to Create New Firm [*] Two Bankruptcy Veterans Join Epiq's Corp. Restructuring Team [^] Large Companies with Insolvent Balance Sheet ********* 1802 PALISADES: Oct. 19 Plan and Disclosure Statement Hearing ------------------------------------------------------------- Judge Dennis R. Dow of the U.S. Bankruptcy Court for the Western District of Missouri conditionally approved 1802 Palisades Investments, LLC's disclosure statement to accompany its plan of reorganization filed on August 30, 2017. Oct. 19, 2017, at 9:00 a.m., is fixed for the hearing on final approval of the disclosure statement and for the hearing on confirmation of the plan and related matters at US Courthouse 80 Lafayette Street, Courtroom 4B Jefferson City, MO. Oct. 12, 2017, is the deadline for filing with the Court objections to the disclosure statement or plan confirmation; and submitting ballots accepting or rejecting the plan. About 1802 Palisades Headquartered in Leawood, Kansas, 1802 Palisades, LLC, filed for Chapter 11 bankruptcy protection (Bankr. W.D. Mo. Case No. 17-20009) on Jan. 9, 2017, disclosing $2.05 million in total assets and $2.15 million in total liabilities. Patsy Prelogar, authorized representative, signed the petition. Berman, DeLeve, Kuchan & Chapman, LLC, serves as bankruptcy counsel to the Debtor. No official committee of unsecured creditors has been appointed in the case. 270 BERGER: Hires Beba Realty to Sell New Jersey Properties ----------------------------------------------------------- 270 Berger Real Estate Investments, LLC, seeks authority from the U.S. Bankruptcy Court for the District of New Jersey to employ Beba Realty, LLC, as real estate broker to the Debtor. 270 Berger Real requires Beba Realty to market and sell the Debtor's properties, known as 270 Berger Avenue, Oakhurst, Monmouth County, New Jersey, and 999 Woodgate Avenue, Long Branch, Monmouth County, New Jersey. Beba Realty will be paid a commission of 5% of the sale price of the properties. Andrew Gheriani, member of Beba Realty, 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. Beba Realty can be reached at: Andrew Gheriani BEBA REALTY, LLC 274 Norwood Avenue Deal, NJ 07723 Tel: (732) 663-1000 About 270 Berger Real Estate Investments, LLC 270 Berger Real Estate, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 16-21006) on June 6, 2016. The petition was signed by Joseph Plotzker, managing member. The case is assigned to Judge Christine M. Gravelle. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. On January 31, 2017, the Debtor filed its Chapter 11 plan of reorganization and disclosure statement. 3982 CLUB: U.S. Trustee Unable to Appoint Committee --------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of 3982 Club Drive, LLC, as of Sept. 7, according to a court docket. About 3982 Club Drive LLC 3982 Club Drive, LLC, based in Atlanta, Georgia, filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 17-63460) on Aug. 1, 2017. David A. Geiger, Esq., at Geiger Law, LLC, 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 Allen Miller, manager. 47 HOPS: U.S. Trustee Forms 3-Member Committee ---------------------------------------------- Gail Brehm Geiger, Acting U.S. Trustee for the Eastern District of Washington, on Sept. 7 appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of 47 Hops LLC. The committee members are: (1) Roy Farms, Inc. 401 Walters Road Moxee, WA 98936 Tel: (509) 452-3494 (2) Wyckoff Farms, Inc. Attn: Court Wyckoff, President, and Dave Wyckoff, CEO 160602 Evans Road Grandview, WA 98930 Tel: (509) 882-3934 (3) Green Acre Farms, Inc. Gary Morford, Kevin Boyle P.O. Box 340 Harrah, WA 98933 Tel: (509) 848-2200 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 47 Hops LLC Headquartered in Yakima, Washington, 47 Hops LLC -- https://47hops.com/ -- sells aroma and alpha hops to breweries in 38 countries around the world. 47 Hops has partnered with growers in several countries to offer its customers the quality hops brewers need. Its mission is to encourage the flow of information in the hop industry to grow the understanding of how the industry works. 47 Hops filed for Chapter 11 bankruptcy protection (Bankr. E.D. Wash. Case No. 17-02440) on Aug. 11, 2017, disclosing $4.30 million in total assets and $7.45 million in total liabilities. The petition was signed by Douglas MacKinnon, president. Judge Frank L. Kurtz presides over the case. Catherine J Reny, Esq., and Nathan T. Riordan, Esq., at Wenokur Riordan PLLC, serve as the Debtor's bankruptcy counsel. A&D PROPANE: Exclusive Plan Filing Deadline Moved to Oct. 20 ------------------------------------------------------------ The Hon. Jeff Bohm of the U.S. Bankruptcy Court for the Southern District of Texas has extended, at the behest of A&D Propane, Inc., the exclusivity period to file its plan of reorganization and disclosure statement for 45 days or until Oct. 20, 2017. As reported by the Troubled Company Reporter on Sept. 7, 2017, the Debtor sought the extension, saying that emergency consideration is requested based upon Hurricane Harvey and the ensuing delay in proceedings coupled with the fact that the Debtor is in discussions to sell all or part of its business which will dramatically affect its proposed plan. About A&D Propane Based in Huntsville, Texas, A&D Propane, Inc., filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 17-31502) on March 7, 2017. Robert Dobyns, president, signed the petition. In its petition, the Debtor disclosed $883,060 in assets and $1.56 million in liabilities. The Hon. Jeff Bohm presides over the case. Julie M. Koenig, Esq., at Cooper & Scully, PC, serves as the Debtor's bankruptcy counsel. Bryan Brassell of Padgett Business Services was tapped by the Debtor to prepare its tax returns. A-OK ENTERPRISES: Hires West Consulting as Valuation Consultant --------------------------------------------------------------- A-OK Enterprises, LLC, et al., seek authority from the U.S. Bankruptcy Court for the District of Kansas to employ West Consulting Group, Inc., as valuation consultant to the Debtors. A-OK Enterprises requires West Consulting to: a. provide independent fair market valuation of the Debtors to be utilized in support of a plan of reorganization; b. provide the Debtors written report on the results of the valuation services; c. assist with case strategy, develop deposition inquiries regarding valuation matters, and prepare requests for the production of records possessed by the opposing party; and d. provide expert witness testimony at deposition or trial in support of the work performed and the conclusions reached. West Consulting will be paid at the hourly rate of $250-$350. The firm will be paid a retainer in the amount of $7,500. It will also be reimbursed for reasonable out-of-pocket expenses incurred. Richard L. West, a member of West Consulting Group, 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. West Consulting can be reached at: Richard L. West WEST CONSULTING GROUP, INC. 7532 E. 10th Cir N Wichita, KS 67206 Tel: (316) 682-0500 Fax: (866) 819-8040 E-mail: richard@westconsulting.com About A-OK Enterprises, LLC A-OK Enterprises, LLC, and four affiliated entities own and operate pawn shops, payday lending and rent-to-own facilities at four leased locations in Wichita, Kansas: a. 1525 South Broadway, Wichita, Kansas; b. 2021 North Amidon, Wichita, Kansas; c. 1519, 1535, 1539, 1543, 1547 and 1555 South Oliver Street, Wichita, Kansas; and d. 410 North West Street, Wichita, Kansas. A-OK Enterprises, LLC, and four affiliates, including A-OK, Inc., sought Chapter 11 protection (Bankr. D. Kan. Lead Case No. 1711096) on June 9, 2017. The petitions were signed by Bruce R. Harris, president, and 98.64% owner of the Debtors. The Hon. Dale L. Somers is the case judge. Hinkle Law Firm, L.L.C., is the counsel to the Debtors, with the engagement led by Edward J. Nazar, Esq. ADVENTURE NY CORP: Hires Lester & Associates as Counsel ------------------------------------------------------- Adventure NY Corp., seeks authority from the U.S. Bankruptcy Court for the Eastern District of New York to employ Lester & Associates, P.C., as Chapter 11 counsel to the Debtor. Adventure NY Corp. requires Lester & Associates to: a. prepare and file the Petition, Schedules, Statement of Financial Affairs and Statement of Executory Contracts; b. attend at all meetings of creditors, hearings, pretrial conferences, and trial in the case or any litigation arising in connection with the case, whether in State or Federal Court; c. prepare, file and presentation to the Court of any pleadings requesting relief; d. prepare, file and present to the Court of a Disclosure Statement and Plan of Reorganization under Chapter 11 of the Bankruptcy Code; e. review claims made by creditors or interested parties, prepare and prosecute any objections to claims as appropriate; and f. prepare and present a final accounting and motion for a final decree closing the bankruptcy case. Lester & Associates will be paid at these hourly rates: Partners $375 Associates $200-$275 Legal Assistants $90-$100 Lester & Associates will be paid a retainer in the amount of $10,000. Lester & Associates will also be reimbursed for reasonable out-of-pocket expenses incurred. Roy J. Lester, member of Lester & 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. Lester & Associates can be reached at: Roy J. Lester, Esq. LESTER & ASSOCIATES, P.C. 600 Old Country Road, Suite 229 Garden City, NY 11530 Tel: (516) 357-9191 E-mail: rlester@rlesterlaw.com About Adventure NY Corp. Adventure NY Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 17-74506) on July 25, 2017. The petition was signed by Jolanta Short, president. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $1 million and liabilities of less than $500,000. AIR MEDICAL: Moody's Ups CFR to B2 on Improved Business Profile --------------------------------------------------------------- Moody's Investors Service upgraded Air Medical Group Holdings, Inc.'s Corporate Family Rating to B2 from B3 and its Probability of Default Rating to B2-PD from B3-PD. The company's existing senior secured term loan was upgraded to B1 (LGD 3) from B3 (LGD 3) and its senior unsecured notes due 2023 were upgraded to Caa1 (LGD 5) from Caa2 (LGD 6). Moody's assigned a B1 (LGD 3) rating to the company new $1.455 billion senior secured term loan due 2024 and a Caa1 (LGD 5) rating to the company's proposed $730 million senior unsecured term loan due 2025. The rating outlook is stable. The upgrade of Air Medical's Corporate Family Rating reflects the company's improved business profile following the acquisition of American Medical Response ("AMR") to create the largest medical transport company in the U.S. The combined company will benefit from significant scale with pro-forma revenue and EBITDA in excess of $3.7 billion and $700 million respectively. The combined company will have more meaningful diversification by services, payors, and geography than either of the predecessor companies. While leverage is high -- debt/EBITDA is in the high six times range at closing -- Moody's expects that debt/EBITDA will approach six times within 12-18 months from closing. The two-notch upgrade of the company's existing senior secured term loan reflects the one-notch upgrade of the Corporate Family Rating, as well as the benefit from increased loss absorption in the capital structure from the new senior unsecured term loan. The one notch upgrade in the senior unsecured note rating reflects the upgrade of the corporate family rating. The following ratings were upgraded: Air Medical Group Holdings, Inc. Corporate Family Rating to B2 from B3 Probability of Default Rating to B2-PD from B3-PD Senior secured term loan due 2022 to B1 (LGD 3) from B3 (LGD 3) Senior unsecured notes due 2023 to Caa1 (LGD 5) from Caa2 (LGD 6) The following ratings were assigned: Air Medical Group Holdings, Inc. Senior secured term loan due 2024 at B1 (LGD 3) Senior unsecured term loan due 2025 at Caa1 (LGD 5) Rating outlook: Stable RATINGS RATIONALE Air Medical's B2 Corporate Family Rating reflects its high leverage as Moody's expects debt/EBITDA to remain above six times following the acquisition of AMR. The rating also reflects the execution risk with an accelerated pace of acquisition activity, with the AMR acquisition following shortly after the mid 2017 acquisition of Air Medical Resource Group ("AMRG") for $735 million. The rating considers the company's position as the largest provider of medical transportation with revenues in excess of $3.7 billion. The combined firm also benefits from a meaningful level of diversification by services, payers and geographies. The ratings also reflect the company's good liquidity with access to an undrawn $275 million asset-based revolver and Moody's expectations that the company will maintain positive free cash flow. The rating outlook is stable. Moody's expects that Air Medical will generate low to mid-single digit organic EBITDA growth as the company achieves synergies from recent acquisitions. Moody's also expects the company to use free cash flow primarily for tuck-in acquisitions that would be deleveraging in nature. Ratings could be upgraded if the company is able to successfully integrate the acquisitions of AMR and AMRG without disruption. The company would also need to sustain debt/EBITDA below 5.5 times while maintaining its good liquidity profile before Moody's would consider an upgrade. Ratings could be downgraded if the company experiences meaningful integration issues with the AMR and/or AMRG acquisitions, if its financial policies become more aggressive, or if liquidity weakens. Ratings could also be downgraded if debt/EBITDA is sustained above 6.5 times. The principal methodology used in these ratings was that for the Business and Consumer Service Industry published in October 2016. Air Medical provides emergency air medical transportation services in the United States and will be the largest operator of ground medical transportation following the acquisition of AMR. Air Medical is owned by Kohlberg Kravis Roberts & Co. L.P. Pro-forma revenues are approximately $3.7 billion. AIR MEDICAL: S&P Affirms 'B' CCR on Envision HealthCare Acquisition ------------------------------------------------------------------- Air Medical Group Holdings Inc. entered into a definitive agreement to acquire Envision Healthcare Corp.'s medical transport business (American Medical Response) for $2.4 billion. The transaction will be funded by a $1.455 billion incremental term loan B, a $730 million unsecured term loan, and preferred equity. Pro forma the acquisition, adjusted leverage rises to the mid-7x area for 2018, up from S&P's previous forecast of 5x-6x. As a result, S&P Global Ratings affirmed its 'B' corporate credit rating on Air Medical Group Holdings Inc. The outlook is stable. S&P said, "At the same time, we affirmed our 'B' issue-level rating on Air Medical's $3.405 billion senior secured term loans, which include the proposed $1.455 billion incremental term loan. The recovery rating is '3' and reflects our expectation for meaningful (50%-70%; rounded estimate: 65%) recovery in the event of payment default. "We also affirmed our 'CCC+' issue-level rating on the $370 million unsecured notes. The recovery rating is '6' and reflects our expectation for negligible (0%-10%; rounded estimate: 0) recovery in the event of payment default. "Lastly, we assigned our 'CCC+' issue-level rating to the proposed $730 million unsecured term loan. The recovery rating is '6' and reflects our expectation for negligible (0%-10%; rounded estimate: 0) recovery in the event of payment default. "Although we expect Air Medical's leverage to increase and margins to contract because of the acquisition of the American Medical Response (AMR) unit of Envision Healthcare Corp., our rating affirmation reflects the increase in scale, diversification, market position, and improvement in earnings stability from the acquisition. Furthermore, we expect the combined entity will generate moderate free cash flow. We estimate pro forma adjusted debt leverage, including year one anticipated synergies and incorporating restructuring costs as well as considering the preferred stock as debt-like, to be around the mid-7x area for the fiscal year ending Dec. 31, 2018, compared with our prior expectations of leverage in the 5x-6x range. "Our stable rating outlook reflects our expectation that Air Medical's leverage will be in the 7x-8x range by end of 2018. The rating includes tolerance for some volatility around our base case because of external factors such as weather and uncompensated care. It also includes our expectation that the company will use the majority of free cash flow for tuck-in acquisitions. "We could lower the rating if the company's leverage increases above 8x or free cash flow falls to negligible levels. This could be the result of material weakness in operating performance or higher-than-expected integration costs that leads to about a 100-basis-point decline in EBITDA margins from our base-case scenario. This scenario would also reduce interest coverage and cash flow generation. "We could raise the rating if the company reduces leverage to around 6x. We also have to be convinced that the company would sustain leverage at this level. We believe this scenario is unlikely over the next 18 months." AJUBEO LLC: Hires BGA Management as CRO --------------------------------------- Ajubeo LLC, seeks authority from the U.S. Bankruptcy Court for the District of Colorado to employ BGA Management, LLC, d/b/a Alliance Management, as chief restructuring officer to the Debtor. Ajubeo LLC requires BGA Management to: (a) manage and control all disbursements and all purchases of goods and services; (b) retain and supervise attorneys and other professionals to represent the Debtor and assist in conducting and effectuating the Sale Process; (c) administer and execute the Sale Process and to execute and deliver all agreements, instruments and other documents, and take such other actions as the CRO considers necessary or advisable to effectuate the Sale Process and carry out the purposes thereof; (d) represent the Debtor in discussions, negotiations and agreements with Lender, other creditors, stakeholders and constituencies of the Debtor, and manage the relationships with, and communications to and from, such Persons, including, without limitation, with respect to modification, settlement or other restructuring issues, including credit, loan and forbearance agreements and extensions and other modifications to such agreements; (e) oversee the Debtor's cash financial functions in order to maintain adequate liquidity to allow execution of the Sale Process; and (f) manage the day-to-day operations of the Debtor's business. BGA Management will be paid at these hourly rates: Michael Knight $495 Alex Smith $395 Mark Thomas $385 David Burke $385 Brock Kline $375 BGA Management will be paid a retainer in the amount of $20,000. The firm will also be paid a Success Fee equal to: (i) 2% of the purchase price consideration paid, whether by one or more buyers, for the Assets sold up to $1,545,000, and (ii) 5% of the purchase price consideration paid in excess of $1,545,000. BGA Management will also be reimbursed for reasonable out-of-pocket expenses incurred. Alex Smith, principal of BGA Management, LLC, d/b/a Alliance Management, 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. BGA Management can be reached at: Alex Smith BGA MANAGEMENT, LLC, D/B/A ALLIANCE MANAGEMENT 1400 Sixteenth Street, Market Square, Suite 400 Denver, CO 80202 Tel: (720) 932-8060 About Ajubeo LLC Ajubeo, LLC -- https://www.ajubeo.com/ -- is a privately held provider of internet infrastructure software and equipment. Founded in 2011 and headquartered in Greater Denver Area in Boulder, Colorado, Ajubeo serves clients all over the world with datacenter hubs in Denver, New Jersey, Frankfurt, and Dusseldorf Germany. Ajubeo, LLC, filed a Chapter 11 petition (Bankr. D. Colo. Case No. 17-17924) on Aug. 25, 2017. The petition was signed by Jeff Kuo, chairman of the Board of Managers. At the time of filing, the Debtor estimated $1 million to $10 million both in assets and liabilities. Joshua M. Hantman, Esq., at Brownstein Hyatt Farber Schreck, LLP, serves as counsel to the Debtor. BGA Management, LLC, d/b/a Alliance Management, serves as chief restructuring officer. ALL PURPOSE SOLUTIONS: Case Summary & 20 Top Unsecured Creditors ---------------------------------------------------------------- Debtor: All Purpose Solutions, LLC 65 Glen Road, Box #112 Garner, NC 27529 Type of Business: Formed in 2013, All Purpose Solutions, LLC operates as a Limited Liability Company. The principal office address of All Purpose Solutions, LLC is 65 Glen Road, Suite 112 Garner, NC 27529. Chapter 11 Petition Date: September 8, 2017 Case No.: 17-04428 Court: United States Bankruptcy Court Eastern District of North Carolina Raleigh Division Judge: Hon. David M. Warren Debtor's Counsel: Jason L. Hendren, Esq. HENDREN, REDWINE & MALONE, PLLC 4600 Marriott Drive, Suite 150 Raleigh, NC 27612 Tel: 919 573-1422 Fax: 919 420-0475 Email: jhendren@hendrenmalone.com - and - Rebecca F. Redwine, Esq. HENDREN, REDWINE & MALONE, PLLC 4600 Marriott Drive, Suite 150 Raleigh, NC 27612 Tel: 919 420-0941 Fax: 919 420-0475 E-mail: rredwine@hendrenmalone.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Kandie Spangler, managing member. The Debtor's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/nceb17-04428.pdf ALLIANCE SECURITY: Creditors' Panel Hires Robinson as Counsel ------------------------------------------------------------- The Official Committee of Unsecured Creditors of Alliance Security, Inc., seeks authorization from the U.S. Bankruptcy Court for the District of Rhode Island to retain Robinson & Cole LLP, as counsel to the Committee. The Committee requires Robinson to: a. advise the Committee and representing it with respect to proposals and pleadings submitted by the Debtor or others to the Court; b. represent the Committee with respect to any plan of reorganization or disposition of assets proposed in the bankruptcy case; c. attend hearings, drafting pleadings and generally advocate positions with further the interests of the creditor constituency represented by the Committee; d. assist in the examination of the Debtor's affairs and a review of its operations; e. advise the Committee as to the progress of this case; and f. perform other professional services as are in the best interests of those represented by the Committee, including without limitation those delineated in section 1103(c) of the Bankruptcy Code. Robinson will be paid at these hourly rates: Steven J. Boyajian $400 Michael R. Enright $400 Patrick M. Birney $400 Andrew A. DePeau $250 Robinson will also be reimbursed for reasonable out-of-pocket expenses incurred. Steven J. Boyajian, a partner of Robinson & Cole 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 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. Robinson can be reached at: Steven J. Boyajian, Esq. ROBINSON & COLE LLP One Financial Plaza, Suite 1430 Providence, RI 02903 Tel: (401) 709-3359 Fax: (401) 709-3399 E-mail: sboyajian@rc.com About Alliance Security, Inc. Headquartered in Warwick, Rhode Island, Alliance Security, Inc. -- http://www.alliancesecurity.com/-- is a security system supplier. Alliance Security filed for Chapter 11 bankruptcy protection (Bankr. D. R.I. Case No. 17-11190) on July 14, 2017, estimating its assets and liabilities at between $1 million and $10 million each. The petition was signed by Jasjit Gotra, president, CEO. Judge Diane Finkle presides over the case. William J. Delaney, Esq., at The Delaney Law Firm LLC, serves as the Debtor's bankruptcy counsel. William K. Harrington, U.S. Trustee for the District of Rhode Island, on July 27, appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Alliance Security, Inc. The Committee hired Robinson & Cole LLP, as counsel. ALLY FINANCIAL: Fitch Affirms BB+ IDR & Alters Outlook to Positive ------------------------------------------------------------------ Fitch Ratings has affirmed Ally Financial's long-term Issuer Default Rating (IDR) at 'BB+' and short-term IDR at 'B'. The Rating Outlook has been revised to Positive from Stable. The rating actions have been taken as part of Fitch's periodic peer review of U.S. consumer finance companies, which comprises four publicly rated firms. KEY RATING DRIVERS - IDRs, VRs, AND SENIOR DEBT The Positive Rating Outlook reflects Fitch's expectations for improving profitability given the continued funding mix shift to retail deposits, manageable increases in deposit pricing should the Federal Reserve (Fed) raise rates further, stabilizing credit performance on more recent loan vintages, and expectations for continued measured expansion of Ally's non-auto business segments over the medium term. Fitch also views favorably the moderation in Ally's asset growth given heightened competition in the auto sector and, up until recently, a loosening of underwriting standards by auto lenders over the past few years. The rating affirmation reflects Ally's strong franchise, leading market position in the U.S. auto finance industry, solid credit quality, diverse funding base, ample liquidity, adequate risk-adjusted capitalization and seasoned management team. Primary rating constraints include weaker profitability and higher reliance on wholesale funding sources relative to more highly rated bank peers. Additional rating constraints include Ally's concentrated and cyclical business model and the potential for greater pricing sensitivity on internet-sourced deposits during a sustained period of rising interest rates. While Ally experienced a reversion in profitability over the past year, Fitch believes that was the result of a transition phase for the company as it absorbed higher loss provisions, resulting from the change in mix in its consumer auto portfolio, which coincided with a sharper decline in used vehicle prices. However, it continued to invest in growing its online deposit platform and pursuing business diversification initiatives. Fitch expects Ally's credit performance to stabilize over the near term, and for margin expansion and moderate loan growth to contribute to improved profitability over the next few years. Funding cost improvement will also be a key input into future profitability as Ally has over $9 billion of unsecured debt maturities through 2020 that have a weighted average coupon of roughly 4.8% compared to its current average deposit cost of 1.18%. Fitch expects the firm will continue to refinance a significant portion of its unsecured maturities with retail deposits. Consumer auto originations in the first half of 2017 (1H17) declined roughly 5% from the same period a year ago, as the company tightened underwriting in the 2H16 and new car sales have moderated thus far in 2017. Ally lost its lease and subvented loan volume from General Motors Company (GM) in 2015, but that volume has been largely replaced with loan growth in alternate channels (e.g. used vehicles, nonprime originations, new dealer relationships). With a meaningful shift in Ally's loan origination mix occurring over a relatively short period of time, the underlying credit performance of the more recent vintages remains an important driver of Ally's ratings. However, credit losses on Ally's 2015 and 2016 loan vintages, while weaker than previous years, have been within a reasonable range thus far. Further, while the portfolio mix shift has yielded higher credit losses, Fitch views the reduction in Ally's lease exposure favorably given Fitch's expectations for further softness in used vehicle prices. Credit losses ticked-up over the past 12 months reflecting Ally's portfolio shift away from GM subvented loan and lease volume over the past couple of years and weaker used vehicle prices. However, credit performance stabilized in the second quarter of 2017 (2Q17) with Ally's retail auto net charge-off rate at 1.20%. While this was up from 0.94% in 2Q16, it was down from 1.54% in 1Q17 and below management's full year charge-off rate expectation of 1.4%-1.6%. Ally's retail auto 30+ day delinquencies increased to 2.71% of loans, up 11 basis points (bps) from the year-ago period. The moderation in delinquency rates in the 1H17 coupled with the recent stabilization in used car auction prices suggests a moderation in charge-offs over the remainder of 2017 (exclusive of typical seasonality). Reserve coverage is consistent with current loss rates at 1.5% of consumer auto loans and 1.3x net charge-offs at June 30, 2017. Fitch believes credit performance could worsen further in the near term should used vehicle prices decline at a more rapid pace, although the effect of Ally's portfolio mix shift should become less impactful. Counterbalancing the weaker credit performance of Ally's retail auto portfolio recently has been the sharp decline of Ally's lease residual exposure over the past few years. Ally's net auto lease portfolio has roughly halved from $19.5 billion at the end of 2014 to $9.7 billion at the end of 2Q17, and is expected to decline further over the next 12 months. Fitch views the reduction in Ally's lease residual exposure positively given the expectation for further declines in used vehicle prices over the next couple of years despite recent stabilization. Ally has a diverse mix of funding sources. At June 30, 2017, deposits represented 59% of Ally's total funding, with secured debt accounting for 26% and unsecured debt accounting for 15%. Short-term wholesale funding, including $3.5 billion of unsecured demand notes, represented only 7% of Ally's total funding at June 30, 2017. Ally is targeting for deposits to represent 70%-75% of funding over the medium term. Fitch views the diverse funding strategy positively as it reduces funding concentration risk and provides more flexibility in the event that wholesale funding sources (securitization and public debt markets) dry up or become cost prohibitive, or if the online deposit platform experiences material outflows in a rising interest rate environment. Although deposit betas following the recent interest rate hikes have been relatively modest, Fitch expects additional tightening by the Fed to result in more significant increases in deposit rates for online banks including Ally. However, this should be more than offset by the replacement of maturing higher-cost unsecured debt and increased yields on the loan portfolio. Ally maintains adequate liquidity with $18.4 billion of total consolidated liquidity (excluding $2.5 billion of undrawn credit facilities) at the end of 2Q17. This compared to unsecured debt maturities of $3.4 billion over the next 12 months. Fitch views unused credit line capacity as an additional liquidity source, but potentially less reliable than cash or high-quality liquid assets, given that it generally requires eligible assets to collateralize incremental funding. However, Ally's loan portfolio is mostly unencumbered reflecting the company's high mix of deposit and unsecured funding, suggesting a higher likelihood the credit facilities could be drawn upon during periods of stress. Ally remains well capitalized, as reflected by Basel III Transitional Tier I capital and Tier I common ratios of 11.2% and 9.5%, respectively, as of June 30, 2017. The company estimates that the fully phased-in Basel III Tier I common ratio was 9.4% at June 30, 2017. Fitch views the company's capital position as adequate given the risk profile of its balance sheet. On June 28, 2017, Ally received a non-objection on its capital plan from the Fed as part of the Comprehensive Capital Analysis and Review (CCAR) process. This resulted in Ally increasing its quarterly cash dividend to $0.12 per share from $0.08 per share and authorizing a share repurchase program of up to $760 million of common stock over the four quarters ended June 30, 2018. Although this level of shareholder payout relative to net income is consistent with other large banks, Fitch expects this will result in fairly stable regulatory capital ratios for the company over the near term, given expectations for modest asset growth and an improving earnings trajectory. SUBORDINATED DEBT AND OTHER HYBRID SECURITIES Ally's subordinated debt rating is one notch below Ally's VR of 'bb+' in accordance with Fitch's assessment of each instrument's respective non-performance and relative loss severity risk profile. The subordinated note rating includes one notch for loss severity given the subordination of these securities in the capital structure, and zero notches for non-performance given contractual limitations on interest payment deferrals and no mandatory trigger events which could adversely impact performance. The rating assigned to the trust preferred securities, series 2 issued out of GMAC Capital Trust I is 'b+', three notches below Ally's VR of 'bb+'. The rating reflects the subordination of the securities and Ally's option to defer coupon payments, and is in accordance with Fitch's assessment of each instrument's respective non-performance and relative loss severity risk profile. SUPPORT RATING AND SUPPORT RATING FLOOR Ally has a Support Rating of '5' and Support Rating Floor of 'NF'. In Fitch's view, Ally is not systemically important, and therefore the probability of sovereign support is unlikely. Ally's IDRs and VRs do not incorporate any support. RATING SENSITIVITIES - IDRs, VR, SENIOR UNSECURED DEBT, SHORT-TERM DEBT Ally's ratings could be upgraded if the company demonstrates further improvements in profitability and operating fundamentals, retail deposit growth continues on a positive trajectory that is consistent with management's medium-term target for deposits representing about 70% of overall funding, and credit performance on its more recent loan vintages continues to stabilize. A ratings upgrade will also be contingent upon Ally's ability to retain online deposit customers in a cost-effective manner in a rising rate environment, which will be a key consideration in evaluating the strength of its funding profile relative to traditional bank models. Given the timeframe it will likely require for the company to further reduce its reliance on wholesale funding and narrow the profitability gap relative to its peer group, while demonstrating credit stability on its less seasoned loan vintages, Fitch expects the resolution of the Rating Outlook to be in the latter part of the 12-24 month Outlook horizon. A revision of the Outlook back to Stable from Positive could be driven by an inability to realize improvements in profitability over the Outlook horizon, meaningful deterioration in asset quality relative to peers, a sharp reduction in capital and liquidity levels, an inability to access the capital markets for funding on reasonable terms, and/or the issuance of potential new and more onerous regulations that negatively impact Ally's business model. The Outlook could also be revised to Stable if Ally is unable to achieve its deposit mix target over the medium term. With respect to Ally's asset quality, Fitch remains focused on the credit performance of the company's consumer auto portfolio following the shift towards alternate origination channels and away from GM lease subvention during a period when the competitive environment was intense. Although Ally's exposure to residual value risk should decline further with the reduction in subvented lease volume, to the extent that a higher risk profile for Ally's auto loan portfolio is not counterbalanced by the reduction in its residual exposure, Ally's ratings or Outlook could be pressured. Similarly, Ally's rollout of new product initiatives such as residential mortgages, credit card, and retail brokerage, while viewed as a positive ratings driver from a revenue diversification aspect, also create other risks including increased reliance on third-party execution and reputational risk that could result in ratings and Outlook pressure. SUBORDINATED DEBT AND OTHER HYBRID SECURITIES The subordinated debt ratings are directly linked to Ally's VR and would move in tandem with any changes in the VR. The preferred stock ratings are directly linked to Ally's VR and would move in tandem with any changes in Ally's credit profile. SUPPORT RATING AND SUPPORT RATING FLOOR Since Ally's Support and Support Rating Floors are '5' and 'NF', respectively, there is limited likelihood that these ratings will change over the foreseeable future. Fitch has affirmed the following ratings: Ally Financial Inc. -- Long-term IDR at 'BB+'; -- Senior unsecured debt at 'BB+'; -- Viability rating at 'bb+'; -- Subordinated debt at 'BB'; -- Short-term IDR at 'B'; -- Short-term debt at 'B'; -- Support rating at '5'; -- Support Floor at 'NF'. GMAC Capital Trust I -- Trust preferred securities, series 2 at 'B+/RR3'. GMAC International Finance B.V. -- Long-term IDR at 'BB+'; -- Short-term IDR at 'B'; -- Short-term debt at 'B'. The Rating Outlook has been revised to Positive from Stable. ALTADENA LINCOLN: In Talks with Lender, Seeks More Exclusivity -------------------------------------------------------------- Altadena Lincoln Crossing LLC seeks a 120-day extension from the U.S. Bankruptcy Court for the Central District of California of the exclusivity period to solicit acceptance of its plan of reorganization and any amendments thereto until February 1, 2018. The Debtor filed its proposed disclosure statement and plan of reorganization on June 12, 2017. However, following the hearing on the proposed disclosure statement held on August 2, 2017, the Court continued the deadlines for the Debtor to file an amended disclosure statement and plan of reorganization by September 13, with the hearing on the amended disclosure statement to take place on October 18. While this case is not particularly large in size, the Debtor contends that its case is complex in that there are claims against East West Bank which the Debtor claims as illegal -- $12 million default interest penalty -- and a potential complex lender liability claims against the bank. The Debtor relates that it has made good faith progress towards reorganization. Currently, the Debtor is negotiating with creditors as to their claims, so that it may propose a confirmable amended plan of reorganization. The Debtor avers that it has open communications with senior lender East West Bank with respect to its claim, Rule 2004 discovery, and the future objection to East West Bank's claim with respect to the significant default interest penalty issue. Accordingly, the Debtor anticipates filing an amended disclosure statement to provide additional information in light of East West Bank's and George Garikian's objections and the Court's comments from the August 2 disclosure statement hearing. The Debtor intends to file its First Amended Plan and First Amended Disclosure Statement by September 13. Because the Debtor filed its Plan within the 120-day period following the petition date, the exclusivity period to solicit acceptances of its proposed Plan expires on October 4, 2017. The Debtor tells the Court that it has not requested any previous extensions of the exclusivity periods. The Debtor contends that this first request of extension does not extend beyond a date that is 18 months after the bankruptcy filing date. The Debtor tells the Court that resolution of the default interest dispute and the consequent reduction in the claim held by East West Bank is a precondition of the Debtor's exit plan, as currently proposed. The Debtor avers that the outcome and successful resolution of such claims is not a precondition to confirmation. About Altadena Lincoln Crossing LLC Headquartered in Pasadena, California, Altadena Lincoln Crossing LLC, a Delaware limited liability company, filed for Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No. 17-14276) on April 7, 2017, estimating its assets and liabilities at between $10 million and $50 million each. The petition was signed by Greg Galletly, manager. The Debtor is an affiliate of BGM Pasadena, LLC, which sought bankruptcy protection on Nov. 20, 2015 (Bankr. C.D. Cal. Case No. 15-27833). Judge Julia W. Brand presides over Altadena's case. James A Tiemstra, Esq., at Tiemstra Law Group PC serves as the Debtor's bankruptcy counsel. Gregory M. Salvatao Esq. at Salvato Law Offices serves as the Debtor's general bankruptcy and litigation counsel. Coldwell Banker Commercial North Country serves as the Debtor's real estate broker. AMERICAN EXPRESS: Fitch Affirms BB+ Preferred Shares Rating ----------------------------------------------------------- Fitch Ratings has affirmed American Express Company's (AXP) Long-Term Issuer Default Rating (IDR) at 'A', Viability Rating (VR) at 'a' and Short-Term IDR at 'F1'. The Rating Outlook has been revised to Stable from Negative. The rating actions have been taken as part of Fitch's periodic peer review of U.S. consumer lending-focused internet banks, which comprises four publicly rated firms. KEY RATING DRIVERS VR, IDRs, AND SENIOR UNSECURED DEBT The rating affirmations reflect AXP's strong franchise, spend-centric business model, leading market position in the payments industry, peer-superior credit performance, consistent profitability, diverse funding base, ample liquidity, and strong risk-adjusted capitalization. The revision of AXP's Outlook to Stable from Negative reflects the stabilization of its key operating performance metrics over the past year, specifically the resumption of billed business and revenue growth (adjusted for Costco) to levels more in line with those achieved prior to the termination of the Costco relationship. In addition, the company continues to make progress on other strategic initiatives that management outlined in 1Q16, which included reducing its operating expenses by $1 billion, increasing its penetration of existing cardholders' revolving balances, accelerating growth of its middle market and small business customer franchises, and improving merchant acceptance of its card products in the U.S. Fitch views the more stable trends as sustainable over the Outlook horizon. Rating constraints include AXP's concentrated and cyclical business model, potential funding sensitivity associated with wholesale and internet deposit funding sources, the likelihood of asset quality reversion from current levels, and continued elevated regulatory and legislative risk. Although competitive intensity in the credit card sector has manifested itself most prominently in the bidding process for co-brand partnerships, competition in rewards offerings to premium customers more broadly remains intense. Other payment networks have also become more aggressive in offering lower interchange fees to merchants that produce significant volume, and emerging payment technologies could further pressure merchant pricing. Although these developments could drive more rapid erosion of AXP's discount rate and apply further pressure to operating margins, the company has demonstrated an ability to leverage the flexibility of its closed loop business model in navigating similar challenges during previous market cycles. In addition to the previously mentioned secular headwinds, Fitch believes several cyclical headwinds could continue to pressure AXP's revenue and EPS growth over the near term. These include a FX volatility, higher interest rates, credit normalization, and weak global economic growth. Over the longer term, Fitch believes AXP's operating performance should remain strong relative to peers, supported by the company's largely fee-based business model and scale advantages, the continued secular shift in global payments away from cash and checks, a growing card member base, and continued expense discipline. Nonetheless, Fitch believes both cyclical and secular challenges may result in greater earnings volatility over the medium term than AXP has experienced in the past, particularly should lending become a larger driver of the company's revenue. Credit performance is expected to remain among the strongest of large credit card issuers, although charge-offs and delinquencies have begun to trend higher as balances from new accounts season. Fitch expects the growth in provision expense to continue to outpace loan growth over the next several quarters driven primarily by portfolio seasoning, as well as some modest deterioration in credit metrics. Net charge-offs on the lending portfolio increased 30 basis points (bps) to 1.8% in 2Q17 compared to 1.5% in 2Q16 but are well below other large credit card issuers and remain near historical lows. As a result of the increases in loss provision, reserve coverage increased to 2% of loans and 167% of loans past due at June 30, 2017, compared to 1.8% and 160%, respectively, a year ago. Although down from last year's level, AXP's regulatory capital ratios remain a rating strength. The company's common equity Tier I ratio (CET1) dipped 120 bps to 12.3% at the end of 2Q17 compared to the year ago quarter. While Fitch expects AXP's CET1 to continue to decline over time toward its 10% longer-term target, its payout ratio as a percentage of earnings should also moderate to reflect the increase in capital needed to support strong loan growth. AXP's liquidity profile is also a rating strength. The company had approximately $30 billion of readily available cash and marketable securities at June 30, 2017, of which a portion is used to fund daily operating activities. This compared to $11.8 billion of long-term debt and certificate of deposit maturities over the next 12 months. Of the $11.8 billion of debt and deposits maturing over the next 12 months, $8.6 billion consisted of unsecured debt maturities. The affirmation of AXP's Short-Term IDRs at 'F1' reflects the strongest intrinsic capacity for timely payment of financial commitments and maintains the correspondence between short-term and long-term IDRs, as the 'F1' short-term IDR can correspond to both an 'a+' and an 'a' VR under Fitch's criteria. SUBORDINATED DEBT AND OTHER HYBRID SECURITIES AXP's rating on the 3.625% subordinated notes due December 2024 is one notch below the entity's VR of 'a' in accordance with Fitch's assessment of each instrument's respective non-performance and relative loss severity risk profile. The subordinated note rating includes one notch for loss severity given the subordination of these securities in the capital structure, and zero notches for non-performance given contractual limitations on interest payment deferrals and no mandatory trigger events which could adversely impact performance. AXP's preferred stock ratings are rated five notches below its VR of 'a' in accordance with Fitch's assessment of each instrument's respective non-performance and relative loss severity risk profile. The preferred stock ratings include two notches for loss severity given these securities' deep subordination in the capital structure and three notches for non-performance given that the coupons of these securities are non-cumulative and fully discretionary. LONG- AND SHORT-TERM DEPOSIT RATINGS AXP Centurion Bank's and AXP Bank, FSB's uninsured deposit ratings of 'A+/F1+' are rated one notch higher than their respective IDR's because U.S. uninsured deposits benefit from depositor preference in the U.S. Fitch believes depositor preference in the U.S. gives deposit liabilities superior recovery prospects in the event of default. HOLDING COMPANY AXP's IDR and VR are equalized with those of its bank subsidiaries, reflecting its role as the bank holding company, which is mandated in the U.S. to act as a source of strength for its bank subsidiaries. Ratings are also equalized reflecting the very close correlation between holding company and subsidiary failure and default probabilities. SUPPORT RATING AND SUPPORT RATING FLOOR AXP has a Support Rating of '5' and Support Rating Floor of 'NF'. In Fitch's view, AXP is not systemically important and therefore, the probability of sovereign support is unlikely. AXP's IDRs and VRs do not incorporate any support. RATING SENSITIVITIES IVR, IDRs, AND SENIOR DEBT Negative rating momentum could be driven by an inability to sustain the recent stabilization in AXP's core operating trends for an extended period, a material degradation in credit performance relative to peers, a sharper than expected erosion in AXP's discount rate, and/or meaningfully weaker liquidity and capital levels. Negative rating momentum could also be driven by additional regulatory and/or legal challenges, technological developments in payments, and continued competitive intensity that leads to significant erosion in AXP's market share and competitive position. Fitch believes positive rating momentum is relatively limited in the near term, given the heightened competitive environment, AXP's concentrated exposure credit/charge cards, and its high reliance on wholesale funding. Longer-term positive rating momentum could potentially be driven by successful navigation of current regulatory, partnership and competitive/technological challenges, increased earnings diversification that results in less cyclical financial performance, and enhanced funding diversity/stability, particularly with respect to internet-based deposits. SUBORDINATED DEBT AND OTHER HYBRID SECURITIES The subordinated debt rating is directly linked to AXP's VR and would move in tandem with any changes in AXP's credit profile. The preferred stock ratings are directly linked to AXP's VR and would move in tandem with any changes in AXP's credit profile. LONG-AND SHORT-TERM DEPOSIT RATINGS AXP Centurion Bank and AXP Bank, FSB's uninsured deposit ratings are rated one notch higher than each company's IDR and therefore are sensitive to any changes in their respective IDR's. The deposit ratings are primarily sensitive to any change in AXP's long- and short-term IDRs. HOLDING COMPANY Should AXP's holding company begin to exhibit signs of weakness, demonstrate trouble accessing the capital markets, or have inadequate cash flow coverage to meet near-term obligations, Fitch could notch the holding company IDR and VR below the ratings of the operating companies. SUPPORT RATING AND SUPPORT RATING FLOOR Since AXP's Support and Support Rating Floors are '5' and 'NF', respectively, there is limited likelihood that these ratings will change over the foreseeable future. Fitch has affirmed the following ratings: American Express Company -- Long-Term IDR at 'A'; -- Short-Term IDR at 'F1'; -- Viability Rating at 'a'; -- Senior debt at 'A'; -- Short-term debt at 'F1' -- 3.625% subordinated notes due December 2024 at 'A-'; -- Preferred shares, series B at 'BB+'; -- Preferred shares, series C at 'BB+'; -- Support at '5'; -- Support Floor at 'NF'. American Express Credit Corp. -- Long-Term IDR at 'A'; -- Short-Term IDR at 'F1'; -- Senior debt at 'A'; -- Short-term debt at 'F1'. American Express Centurion Bank -- Long-Term IDR at 'A'; -- Short-Term IDR at 'F1'; -- Viability Rating at 'a'; -- Senior debt at 'A'; -- Long-term deposits at 'A+'; -- Short-term deposits at 'F1+'; -- Support at '5'; -- Support Floor at 'NF'. American Express Bank, FSB -- Long-Term IDR at 'A'; -- Short-Term IDR at 'F1'; -- Viability Rating at 'a'. -- Long-term deposits at 'A+'; -- Short-term deposits at 'F1+'; -- Support at '5'; -- Support Floor at 'NF'. American Express Travel Related Services Company, Inc. -- Long-Term IDR at 'A'; -- Short-Term IDR at 'F1'. American Express Canada Credit Corp. -- Long-Term IDR at 'A'; -- Short-Term IDR at 'F1'. -- Senior debt at 'A'. The Rating Outlook is Stable. AMERIFLEX ENGINEERING: Seeks Jan. 12 Plan Exclusivity Extension --------------------------------------------------------------- Ameriflex Engineering LLC asks the U.S. Bankruptcy Court for the District of Oregon to extend: -- the Debtor's exclusive plan filing period to Jan. 12, 2018, from Sept. 18, 2017, and -- the deadline imposed by 11 U.S.C. Section 1129(e) for the Court to rule on confirmation of the Debtor's plan to Jan. 12, 2018. This is the Debtor's first request for an extension. The U.S. Trustee has indicated it does not object to the extension. The Debtor relates that, roughly two weeks after filing for Chapter 11 bankruptcy protection on March 22, 2017, it initiated an adversary proceeding against creditor Michael Zoller. The Debtor has diligently proceeded in litigating that Adversary Proceeding. In that action, the Debtor seeks to mandatorily subordinate Mr. Zoller's claim pursuant to the plain terms of 11 USC 510(b). Unable to negotiate a resolution of that matter, on June 21, 2017, the Debtor filed a motion for summary judgment. Mr. Zoller subsequently filed a cross-motion for summary judgment. A hearing was held on Aug. 28. Both motions are currently under advisement. The Court's decision regarding the pending motions will not be issued until after the expiration of the exclusivity period. The Debtor has roughly $2.5 million in liquidated liabilities. Mr. Zoller holds a claim totaling $1.5 million or roughly 60% of the Debtor's total liabilities. The Court's decision regarding Mr. Zoller's claim will materially alter the Debtor's proposed plan. The Debtor will be filing a plan of reorganization and disclosure statement prior to the expiration of the exclusivity period. However, that plan may need to be amended depending on the Court's ruling on the Adversary Proceeding. The Debtor assures the Court that it has made significant, good faith progress toward reorganizing. Ameriflex has made commendable strides despite facing near constant opposition from Mr. Zoller. The Debtor says it minimized the disruption to its business by obtaining use of cash collateral and court approval for post-petition financing from two sources, Wells Fargo Commercial Distribution Finance, LLC, and Pacific Diamond and Precious Metals. After major efforts, the Debtor was able to resolve a significant dispute with Northpoint Financial to provide post-petition flooring financing to Ameriflex's dealer to facilitate the purchase of inventory from the Debtor. The Debtor also successfully negotiated with Wells Fargo over assumption of its flooring agreement. Throughout the course of the bankruptcy and despite its negative stigma, Ameriflex has made substantial efforts to maintain good working relationships with its customers/dealers, parts suppliers, vendors and roughly 49 employees. As a result of the Debtor's efforts, its business is stable and paying its debts as they come due. The Debtor's financial expert, R. Kim Short, is preparing plan projections that will pay a significant percent of all allowed claims or possibly even pay them in full with the exception of Mr. Zoller's claim. However, if administrative costs continue to grow due to the opposition of Mr. Zoller, there is a serious risk that the Debtor will have to decrease its proposed plan payments. Based on Mr. Short's projections, the Debtor will be filing its plan and disclosure statement before the expiration of the exclusivity period. The Debtor very well may need to amend its plan and disclosure statement once the court issues its decision regarding the pending Adversary Proceeding. According to the Debtor, additional time should be provided for the creditors and court to consider Debtor's plan without wasting substantial resources and time litigating regarding a competing plan. Expending substantial administrative expenses to litigate over competing plans will only act to reduce and delay the recovery for Debtor's creditors. To date, the motions and objections raised by Mr. Zoller have only acted to unduly increase administrative costs and delay the administration of this case and ultimate reorganization of the Debtor. Those actions are to the direct detriment of other creditors in this matter. Extending exclusivity will not prejudice any party in this matter, including Mr. Zoller. Although extending exclusivity would delay a competing plan from being filed, it will not limit creditor's ability to challenge the terms of Debtor's plan, Mr. Short's projections or the disclosure statement. The Debtor will also continue to work on negotiating with all creditors to determine if a resolution of all disputes is possible so a consensual plan of reorganization can be confirmed. About Ameriflex Engineering Ameriflex Engineering LLC -- http://rhboats.com/and http://fishrite-boats.com/-- is engaged in the design, development and manufacturing of boats. The Company was created in 2008 with the acquisition of the assets of then struggling River Hawk Boats, Inc. Cajon, Inc. and Pacific Diamond & Precious Metals each own 50% membership interest in the Debtor. The Debtor filed a Chapter 11 petition (Bankr. D. Or. Case No. 17-60837), on March 22, 2017. The petition was signed by Pacific Diamond & Precious Metals, Inc., member. At the time of filing, the Debtor estimated assets and liabilities between $1 million and $10 million. The case is assigned to Judge Thomas M. Renn. The Debtor hired Tara J. Schleicher, Esq., at Farleigh Wada Witt, as bankruptcy counsel; Ball Janik LLP as special counsel; and Cramer & Associates as accountant. No trustee, examiner or committee has been appointed. ATLAS TRADING: Case Summary & 13 Unsecured Creditors ---------------------------------------------------- Debtor: Atlas Trading Conglomerate, Inc. fdba Dollar Phone Access, Inc. 34 Franklin Avenue, Suite 220 Brooklyn, NY 11205 Type of Business: Atlas Trading Conglomerate Inc., formerly known as Dollar Phone Access, filed as a domestic business corporation in the State of New York on Jan. 6, 2004. Atlas provides prepaid calling card services. Chapter 11 Petition Date: September 10, 2017 Case No.: 17-44678 Court: United States Bankruptcy Court Eastern District of New York (Brooklyn) Judge: Hon. Elizabeth S. Stong Debtor's Counsel: Edward N Gewirtz, Esq. BRONSTEIN, GEWIRTZ & GROSSMAN, LLC 60 East 42nd Street, Suite 4600 New York, NY 10165 Tel: 212-697-6484 Fax: 212-697-7296 E-mail: chona@bgandg.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Aaron Schulman, chief restructuring officer. The Debtor's list of 13 unsecured creditors is available for free at http://bankrupt.com/misc/nyeb17-44678.pdf The following 9 creditors (collectively the "AT&T ILECs") combined have a judgment entered in the Northern District of Texas for $885,108 entered as of May, 31, 2016: 1. Southwestern Bell Telephone Company 2. BellSouth Telecommunications LLC 3. Illinois Bell Telephone Company 4. Indiana Bell Telephone Company Inc. 5. Michigan Bell Telephone Company 6. Nevada Bell Telephone Company 7. Pacific Bell Telephone Company 8. The Ohio Bell Telephone Company 9. Wisconsin Bell Inc. The AT&T ILECs combined further have an award for their attorneys' fees in the amount of $1,235,642 + $16,685 in costs by the Northern District of Texas. The AT&T ILECs have further claimed entitlement to payment in the amount of at least $163,615 for post judgment charges through July 2017 for the aforesaid judgment. The AT&T ILECs have further sought at least $12,575 in attorneys' fees based on a sanctions award in the Northern District of Texas, plus the AT&T ILECs seek additional awards of sanctions. In total, the AT&T ILECs combined have a disputed claim for at least $2,313,626. AVATAR PURCHASER: Moody's Assigns B3 CFR; Outlook Positive ---------------------------------------------------------- Moody's Investors Service assigned first time ratings to Avatar Purchaser, Inc., a subsidiary of EAB, with a Corporate Family Rating ("CFR") of B3 and a Probability of Default Rating ("PDR") of B3-PD. Concurrently, Moody's assigned a B2 rating to Avatar's proposed senior secured first lien credit facilities, comprised of a $540 million term loan and an undrawn $70 million revolver. The company's proposed $260 million second lien term loan is unrated. The rating action follows the pending acquisition of EAB by affiliates of Vista Equity Partners ("Vista") from The Advisory Board Company ("Advisory Board") for an enterprise value of nearly $1.6 billion (including fees) with proceeds of the debt financing to be used to partially fund the purchase transaction. The ratings outlook is positive. Moody's assigned the following ratings: Corporate Family Rating -- B3 Probability of Default Rating -- B3-PD Senior Secured Revolving Credit Facility expiring 2022 -- B2 (LGD3) Senior Secured First Lien Term Loan due 2024 -- B2(LGD3) Outlook is Positive RATINGS RATIONALE Avatar's B3 CFR is constrained by the company's significant pro forma debt leverage of approximately 10x adj. Debt/LTM EBITDA (Moody's adjusted for operating leases and expensed capitalized software costs) prior to the realization of planned cost synergies. Additionally, Avatar's relatively small revenue base, nascent history as a standalone operating entity, and risks associated with the implementation of sizable operational restructuring initiatives add uncertainty to the company's credit profile. However, Avatar's rating is supported by the company's strong market position as a provider of research, software, and technology-enabled services to a diversified customer base of universities and other educational institutions. The rating is also supported by Avatar's track record of strong revenue growth and unlevered cash flow generation as well as healthy business visibility provided by the company's subscription-based revenue model featuring multi-year client contracts with historically strong retention rates. After taking into account expected cost synergies and Moody's expectation for solid revenue growth, adjusted leverage should approach 7x by the end of 2018. The B2 ratings for Avatar's first lien bank debt reflect the borrower's B3-PD PDR and a Loss Given Default ("LGD") assessment of LGD3. The first lien ratings are one notch higher than the CFR and take into account the bank debt's priority in the collateral and senior ranking in the capital structure relative to Avatar's unrated second lien bank debt. Avatar's good liquidity is supported by the company's pro forma cash balance of approximately $10 million following the completion of the financing as well as Moody's expectation of FCF generation approaching 5% of debt over the next 12 months. The company's liquidity is also bolstered by an undrawn $70 million revolving credit facility. While Avatar's term loans are not subject to financial covenants, the revolving credit facility has a springing covenant based on a maximum net first lien leverage ratio which the company should be comfortably in compliance with over the next 12-18 months. The positive outlook reflects Moody's expectation that Avatar will generate high-single digit organic revenue growth over the next 12 to 18 months. Sales gains should be principally driven by ongoing penetration of the company's core university/higher-educational market within the United States as well as standard price increases for Avatar's product suite. Concurrently, the realization of cost synergies should allow the company to generate strong EBITDA growth during this period, driving a contraction in leverage towards the 7x level by the end of 2018. Factors that Could Lead to an Upgrade The rating could be upgraded if Avatar sustains strong revenue growth while driving profitability gains through the realization of operational cost synergies that reduce adj. Debt/EBITDA to below 7x and sustain FCF/debt above 5%. These measures, in conjunction, with adherence to a conservative financial policy, would add upward ratings pressure. Factors that Could Lead to a Downgrade The rating could be downgraded if Avatar were to experience a weakening competitive position, revenue contracts and liquidity weakens, or the company adopts more aggressive financial policies. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Avatar is a subsidiary of EAB, a leading provider of research, software, and technology-enabled services to a diversified customer base of universities and other educational institutions across the United States. The company is in the process of being acquired by affiliates of Vista from Advisory Board. AVOLON HOLDINGS: Moody's Hikes CFR to Ba2; Outlook Stable --------------------------------------------------------- Moody's Investors Service upgraded the corporate family rating of Avolon Holdings Limited to Ba2 from Ba3, the senior secured ratings of Avolon TLB Borrower 1 (US) LLC and Avolon TLB Borrower 1 (Luxembourg) S.a.r.l. to Ba1 from Ba2, and the senior unsecured rating of Park Aerospace Holdings Limited to Ba3 from B1. The outlook for all ratings is stable. Issuer: Avolon Holdings Limited -- Corporate Family Rating, Upgraded to Ba2 Stable from Ba3, Stable -- Outlook, Remains Stable Issuers: Avolon TLB Borrower 1 (US) LLC / Avolon TLB Borrower 1 (Luxembourg) S.a.r.l. (co-issuers) -- Senior Secured Bank Credit Facility, Upgraded to Ba1 from Ba2 -- Outlook, Remains Stable Issuer: Park Aerospace Holdings Limited -- Senior Unsecured Regular Bond/Debenture, Upgraded to Ba3 from B1 -- Outlook, Remains Stable RATINGS RATIONALE Moody's upgraded Avolon's ratings to reflect the company's progress integrating the operations of C2 Aviation Capital Inc. (C2), its prospects for solid operating performance and financial profile since acquiring C2, and Moody's expectations that the risk profile of parent Bohai Capital Holding Co. Ltd. (Bohai) will improve over the short to intermediate term. Avolon continues to make strides toward completing the C2 integration, which is reducing integration risks and strengthening the company's credit profile. Since acquiring C2 in April 2017, Avolon has combined the workforces of the two firms and is on track consolidating core operating systems. Avolon's June 2017 financial results, its first since acquiring C2, reflect the strong earnings and cash flow generation of the combined company. In the last quarter, the company made significant progress committing new pipeline aircraft to leases and renewing maturing leases. Avolon is now the third largest aircraft leasing company globally with a combined owned and managed fleet of 574 and purchase commitments for 347 additional aircraft as of June 30, 2017. Avolon's combined fleet primarily consists of popular narrow and mid-wide-body models, solidifying its position in the newest technology aircraft, and is well-diversified both by airline and geography. The company's low average fleet age coupled with greater fleet granularity (partially a function of its increased size) suggest a lower performance volatility going forward. Moody's expects the combined company's operating performance to continue to strengthen as the two firms are fully integrated. Moody's expects that Bohai, Avolon's ultimate parent, will take steps to strengthen its financial profile, including improvements in capital and liquidity management, slower growth as a result of reduced debt-funded acquisitions, and increased retained earnings from its onshore and offshore leasing businesses. This reduces, but doesn't eliminate, the constraint on Avolon's ratings represented by Bohai's modest credit profile. Bohai's high leverage, reliance on short-term financing and high debt-funded growth represent a risk that Avolon will distribute capital to Bohai should Bohai become distressed. However, these risks are mitigated by Avolon's strategic importance to Bohai, measures taken to strengthen the corporate governance of Avolon and the overall group, and expectations that Bohai's financial condition will gradually improve. Avolon's ratings could be upgraded if the company 1) further diversifies its funding to include additional unsecured sources, with a strong liquidity buffer; 2) maintains solid profitability and capital adequacy levels; 3) effectively manages the financing and lease risks of its committed aircraft orders; and 4) better contains the risk of credit-weakening capital outflows to Bohai.. Avolon's ratings could be downgraded if the firm pursues aggressive growth that results in significantly higher leverage, its liquidity position weakens, if profitability declines materially below peers, or if Bohai undertakes funding arrangements or transactions that increase risks to Avolon's credit profile. The principal methodology used in these ratings was Finance Companies published in December 2016. BALLANTRAE LLC: Oct. 4 Disclosure Statement Hearing --------------------------------------------------- Judge Erik P. Kimball of the U.S. Bankruptcy Court for the Southern District of Florida has scheduled a hearing on Oct. 4, 2017, at 2:00 p.m. to consider approval of Ballantrae, LLC's disclosure statement describing its plan of reorganization. The last day for filing and serving objections to the Disclosure Statement is Sept. 27, 2017. About Ballantrae, LLC Ballantrae, LLC, has a fee simple interest in a property located at 5397 Roebuck Road, Jupiter, Florida. It operates a pre-school/day care facility doing business as Oceanside Academy School at the property. Ballantrae, LLC, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 17-13427) on March 22, 2017. The petition was signed by Corinne Gates, Manager Member. At the time of filing, the Debtor had $2.03 million in total assets and $3.42 million in total liabilities. The Debtor tapped Brian K. McMahon, Esq., at Brian K. McMahon, as counsel. BK ENTERPRISES: Hires Perez-Kudzma Law as Counsel ------------------------------------------------- BK Enterprises, Inc., seeks authority from the U.S. Bankruptcy Court for the District of Massachusetts to employ Perez-Kudzma Law Office, P.C., as counsel to the Debtor. BK Enterprises requires Perez-Kudzma Law to: a. assist the Debtor in preparing schedules, statement of financial affairs and related documents with the Bankruptcy Court; b. employ professionals to assist in the reorganization of the Debtors; c. effectuate a reorganization of the Debtor's estate by filing the appropriate plans of reorganizations and disclosure statements, including any amendments thereto, and defend against any motions to dismiss and/or for relief from the stay; d. assist the Debtor in complying with Chapter 11 reporting and operations requirements, including filing necessary reports; and e. negotiate with creditors for adequate protection and the use of cash collateral, assumption or rejection of leases and executory contracts, objection to claims and related issues. Perez-Kudzma Law will be paid based upon its normal and usual hourly billing rates. The firm will be paid $1,000 retainer. It will also be reimbursed for reasonable out-of-pocket expenses incurred. Carmenelisa Perez-Kudzma, owner of Perez-Kudzma Law Office, 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. Perez-Kudzma Law can be reached at: Carmenelisa Perez-Kudzma, Esq. PEREZ-KUDZMA LAW OFFICE 413 Boston Post Road Weston, MA 02493 Tel: (978) 505-3333 E-mail: carmenelisa@pklolaw.com About BK Enterprises, Inc. BK Enterprises, Inc., filed a Chapter 11 bankruptcy petition (Bankr. D. Mass. Case No. 17-13197) on August 29, 2017, disclosing under $1 million in both assets and liabilities. The Debtor hired Carmenelisa Perez-Kudzma, owner of Perez-Kudzma Law Office. BNF REALTY BROOKLYN: Hires Aboyoun as Special Transaction Counsel ----------------------------------------------------------------- BNF Realty Brooklyn, LLC, seeks authority from the U.S. Bankruptcy Court for the Eastern District of New York to employ Aboyoun & Heller, LLC, as special transaction counsel to the Debtor. The Debtor was formed as a holding company regarding certain leases of commercial premises. The Debtor's primary assets are certain rights and interest under a Commercial Lease With Personal Guarantees with Riverside Machinery Co. regarding commercial premises located at 132 54th Brooklyn, New York and 5412 2nd Avenue, Brooklyn, New York; and an Option Agreement with Riverside granting the Debtor an option to purchase the Riverside Premises for the sum of $12,000,000 upon satisfaction of various conditions. BNF Realty Brooklyn requires Aboyoun to: a. provide legal advice with respect to any assignment or other disposition of the Option Agreement and the Riverside Lease; b. negotiate the terms of any assignment or other disposition of the Option Agreement and the Riverside Lease, Riverside and others; c. prepare all agreements and documents relating to any assignment or other disposition of the Option Agreement and the Riverside Lease; d. assist the Debtor with obtaining the Bankruptcy Court's approval of any assignment or other disposition of the Option Agreement and the Riverside Lease, including attending related court hearings; e. assist the Debtor in consummating any assignment or other disposition of the Option Agreement and the Riverside Lease, including to prepare the documents necessary to effectuate a closing and represent the Debtor at the closing; and f. provide such other legal services as may be required and deemed to be in the interest of the Debtor in connection with any assignment or other disposition of the Option Agreement and the Riverside Lease. Aboyoun will be paid at the hourly rate of $350 to $525. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. As of the petition date, the Debtor owned Aboyoun the sum of $90,000 for legal fees and expenses incurred on behalf of the Debtor. Joseph S. Aboyoun, member of Aboyoun & Heller, 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. Aboyoun can be reached at: Joseph S. Aboyoun, Esq. ABOYOUN & HELLER, LLC 77 Bloomfield Avenue Pine Brook, NJ 07058 Tel: (973) 575-9600 About BNF Realty Brooklyn, LLC BNF Realty Brooklyn, LLC, filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 17-43689) on July 19, 2017, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Douglas J. Pick, Esq., at Pick & Zabicki LLP, as Chapter 11 counsel. The Debtor hired Aboyoun & Heller, LLC, as special transaction counsel. BOAZ ALTERNATIVE: Taps Lee and Associates as Broker --------------------------------------------------- Boaz Alternative Energy and Technologies LLC seeks approval from the U.S. Bankruptcy Court for the District of Maryland to hire a real estate broker. The Debtor proposes to employ Lee and Associates Chesapeake Region LLC to sell its property located at 2800 Joplea Avenue and 2807 Joseph Avenue, Baltimore, Maryland. The Debtor expects the total cost of the firm's services to be 4% to 6% of the gross purchase price of the property. Thomas Whelan, broker for Lee and Associates, disclosed in a court filing that the firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Lee and Associates can be reached through: Thomas Whelan Lee and Associates Chesapeake Region LLC 10480 Little Patuxent Parkway, Suite 210 Columbia, MD 21044 Phone: +1 410-712-0888 About Boaz Alternative Energy and Technologies LLC Boaz Alternative Energy and Technologies LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 17-12218) on February 20, 2017. Michael Tyrone Tisdale, member, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets and liabilities of less than $500,000. Judge Nancy V. Alquist presides over the case. BON-TON STORES: Incurs $33.2 Million Net Loss in Second Quarter --------------------------------------------------------------- The Bon-Ton Stores, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss of $33.21 million on $504.42 million of net sales for the 13 weeks ended July 29, 2017, compared to a net loss of $38.73 million on $542.36 million of net sales for the 13 weeks ended July 30, 2016. For the 26 weeks ended July 29, 2017, Bon-Ton Stores reported a net loss of $90.52 million on $1.04 billion of net sales compared to a net loss of $76.55 million on $1.13 billion of net sales for the 26 weeks ended July 30, 2016. As of July 29, 2017, Bon-Ton Stores had $1.38 billion in total assets, $1.49 billion in total liabilities and a total shareholders' deficit of $110.93 million. At July 29, 2017, the Company had $6.3 million in cash and cash equivalents and $171.5 million available under its Second Amended Revolving Credit Facility (before taking into account the minimum borrowing availability covenant under such facility, which was $75.0 million at July 29, 2017). Excess availability was $224.8 million as of the comparable prior year period. The unfavorable excess availability comparison primarily reflects the early payment of senior notes due July 2017, partially offset by a net availability increase as a result of the August 2016 amendment to the Second Amended Revolving Credit Facility. On April 28, 2017, The Bon-Ton Department Stores, Inc. and certain subsidiaries as borrowers and certain other subsidiaries as guarantors entered into a Fifth Amendment to the Second Amended Revolving Credit Facility with Bank of America, N.A., as Agent, and certain financial institutions as lenders. The Fifth Amendment extends the maturity date of the $730 million Tranche A of the Second Amended Revolving Credit Facility. Tranche A is now due to mature on April 28, 2022, provided that Tranche A-1 of the Second Amended Revolving Credit Facility is repaid prior to March 15, 2021 or the maturity of Tranche A-1 is extended to at least April 28, 2022. If Tranche A-1 is not so repaid or so extended, or is extended to a date earlier than April 28, 2022, Tranche A will mature on the same date as Tranche A-1. In any event, Tranche A remains subject to a "springing" maturity date that is sixty days prior to the earliest of the maturity date of (1) any senior note debt (which is currently comprised of the Company's 8.00% Second Lien Senior Secured Notes due June 15, 2021) and (2) if incurred, certain permitted debt secured by junior liens. The Fifth Amendment did not change the total lender commitment under the facility, which remains at $880 million (for both Tranche A and Tranche A-1). Pricing and other terms of the Second Amended Revolving Credit Facility remain essentially unchanged. Typically, cash flows from operations are impacted by the effect on sales of (1) consumer confidence, (2) weather in the geographic markets served by the Company, (3) general economic conditions and (4) competitive conditions existing in the retail industry. A downturn in any single factor or a combination of factors could have a material adverse impact upon our ability to generate sufficient cash flows to operate our business. While the current economic uncertainty affects our assessment of short-term liquidity, we consider our resources (including, but not limited to, cash flows from operations supplemented by borrowings under the Second Amended Revolving Credit Facility) adequate to satisfy our cash needs for at least the next 12 months. "Our primary sources of working capital are cash flows from operations and borrowings under our Second Amended Revolving Credit Facility, which provides for up to $880.0 million in borrowings (limited by amounts available pursuant to a borrowing base calculation). Our business follows a seasonal pattern; working capital fluctuates with seasonal variations, reaching its highest level in October or November to fund the purchase of merchandise inventories prior to the holiday season. The seasonality of our business historically provides greatest cash flow from operations during the holiday season, with fiscal fourth quarter net sales generating the strongest profits of our fiscal year. As holiday sales significantly reduce inventory levels, this reduction, combined with net income, historically provides us with strong cash flow from operations at the end of our fiscal year," the Company stated. A full-text copy of the Form 10-Q is available for free at: https://is.gd/SdbY6G About The Bon-Ton Stores With corporate headquarters in York, Pennsylvania and Milwaukee, Wisconsin, The Bon-Ton Stores, Inc. -- http://www.bonton.com/-- operates 260 stores, which includes 9 furniture galleries and four clearance centers, in 24 states in the Northeast, Midwest and upper Great Plains under the Bon-Ton, Bergner's, Boston Store, Carson's, Elder-Beerman, Herberger's and Younkers nameplates. The stores offer a broad assortment of national and private brand fashion apparel and accessories for women, men and children, as well as cosmetics and home furnishings. Bon-Ton Stores reported a net loss of $63.41 million on $2.60 billion of net sales for the fiscal year ended Jan. 28, 2017, compared to a net loss of $57.05 million on $2.71 billion of net sales for the fiscal year ended Jan. 30, 2016. * * * In December 2015, Moody's Investors Service downgraded Bon-Ton Stores' Corporate Family Rating to 'Caa1' from 'B3'. The company's Speculative Grade Liquidity rating was affirmed at SGL-2. The rating outlook is stable. The downgrade considers the continuing and persistent negative pressure on Bon-Ton's revenue and EBITDA margins which has been accelerating during the course of fiscal 2015. Also in December 2015, Standard & Poor's Ratings Services lowered its corporate credit rating on Bon-Ton Stores to 'CCC+' from 'B-'. "The downgrade reflects both Bon-Ton's weakening performance and our forecast for an unsustainable capital structure and "less than adequate" liquidity. BOSS REAL ESTATE: Taps Dale Ulrich as Accountant ------------------------------------------------ Boss Real Estate Holdings LLC seeks approval from the U.S. Bankruptcy Court for the District of Arizona to hire an accountant. The Debtor proposes to employ Dale Ulrich, a certified public accountant, to prepare its monthly operating reports, and pay him an hourly fee of $200. Mr. Ulrich disclosed in a court filing that he does not represent any interest adverse to the Debtor or its estate. Mr. Ulrich maintains an office at: Dale Ulrich 148 Prospect Blvd. Saint Paul, MN 55107 Phone: (651) 602-1020 About Boss Real Estate Holdings Boss Real Estate Holdings, LLC, based in Gilbert, Arizona, filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 17-03716) on April 10, 2017. The Hon. Brenda Moody Whinery presides over the case. Ronald J. Ellett, Esq., at Ellet Law Offices, P.C., serves as bankruptcy counsel. The Debtor's primary asset is certain real property located at 2816 South Country Club Drive and 2828 South Country Club Drive, Mesa, Arizona 85210, where the Debtor operates a car wash, a lube shop, and a small convenience store -- the Mesa Car Wash. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Michael Harris, member and manager. No official committee of unsecured creditors has been appointed in the Debtor's case. BP CHANEY: Taps Ware Jackson as Special Counsel in MHP Suit ----------------------------------------------------------- BP Chaney, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Ware, Jackson, Lee, O'Neill, Smith & Barrow, LLP as its special counsel. The firm will represent the Debtor in a lawsuit styled Maxus Healthcare Partners, LLC v. Texas RHH, LLC et al. (Case No. 017-275219-14) in the 17th Judicial District Court, Tarrant County. The hourly rates charged by the firm are: Partners $450 Associates $245 - $360 Paralegals $150 Legal Assistants $150 Michelle Meriam, Esq., disclosed in a court filing that the members and associates of her firm are "disinterested" as defined in section 101(14) of the Bankruptcy Code. Ware Jackson can be reached through: Michelle R. Meriam Ware Jackson, Lee, O'Neill Smith & Barrow LLP America Tower, 39th Floor 2929 Allen Parkway Houston, TX 77019 Tel: (713) 659-6400 Fax: (713) 659-6262 About BP Chaney LLC BP Chaney, LLC is a small business debtor as defined in 11 U.S.C. Section 101(51D). It is affiliated with Texas RHH LLC, which filed for bankruptcy protection (Bankr. N.D. Tex. Case No. 17-43385) on August 21, 2017. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case No. 17-42793) on July 3, 2017. The petition was signed by Misty Brady, sole member who also filed Chapter 11 petition (Bankr. N.D. Tex. Case No. 17-41120) on March 20, 2017. At the time of the filing, the Debtor disclosed that it had estimated assets of $1 million to $10 million and liabilities of less than $1 million. Judge Mark X. Mullin presides over the case. BRAZIL MINERALS: Incurs $369K Net Loss in Second Quarter -------------------------------------------------------- Brazil Minerals, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $369,230 on $9,058 of revenue for the three months ended June 30, 2017, compared to a net loss of $283,405 on $1,513 of revenue for the three months ended June 30, 2016. For the six months ended June 30, 2017, the Company reported a net loss of $643,612 on $12,454 of revenue compared to a net loss of $580,743 on $4,069 of revenue for the six months ended June 30, 2016. As of June 30, 2017, Brazil Minerals had $1.13 million in total assets, $1.51 million in total liabilities and a total stockholders' deficit of $385,070. Net cash used in operating activities was $329,002 in the first six months of 2017, as compared to $347,224 in the first six months of 2016. Net cash used in investing activities was $6,615 in the first six months of 2017, as compared to $0 in the first six months of 2016. Net cash provided by financing activities was $332,446 in the first six months of 2016, as compared to $308,823 in the first six months of 2016. As of June 30, 2017, the Company had total current assets of $129,240 compared to total current liabilities of $1,326,543 for a current ratio of 0.10 to 1 and working capital of ($1,197,303). By comparison, on June 30, 2016, the Company had total current assets of $168,328 compared to current liabilities of $1,548,160 for a current ratio of 0.11 to 1 and working capital of ($1,379,832). On an absolute basis, the relative improvement in working capital is primarily attributable to the decrease in outstanding convertible notes and other short-term obligations. In the second quarter of 2017, the Company's sources of liquidity were revenues and the issuance of equity and debt securities. In the second quarter of 2016, its sources of liquidity had also been revenues and issuances of equity and debt securities. During the second quarter of 2017, the Company received $2,500 in gross proceeds from the sale of common stock. The Company believes that financial resources and funds generated from revenues, and equity and debt sales will provide cash flow for operations. The Company has no plans for any significant cash acquisitions in 2017 or in the foreseeable future. A full-text copy of the Form 10-Q is available for free at: https://is.gd/LVovVU About Brazil Minerals Based in Pasadena, California, Brazil Minerals, Inc. -- http://www.brazil-minerals.com/-- mines and sells diamonds, gold, sand and mortar in Brazil. The Company, through subsidiaries, outright or jointly owns 11 mining concessions and 20 other mineral rights in Brazil, almost all for diamonds and gold. The Company, through subsidiaries, owns a large alluvial diamond and gold processing and recovery plant, a sand processing and mortar plant, and several pieces of earth-moving capital equipment used for mining as well as machines for sand processing and preparation of mortar. Brazil Minerals reported a net loss of $1.73 million on $13,323 of revenue for the year ended Dec. 31, 2016, compared to a net loss of $1.87 million on $63,610 of revenue for the year ended Dec. 31, 2015. B F Borgers CPA PC, in Lakewood, CO, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. BROOKWOOD ACADEMY: Wants to Use Cash Collateral to Fund Operations ------------------------------------------------------------------ Brookwood Academy Inc. asks for permission from the U.S. Bankruptcy Court for the Southern District of Ohio to use cash collateral to fund general business needs, including the payment of its payroll, taxes, the purchase of necessary supplies and services, and to pay fees and expenses related to the Chapter 11 case, including the fees of professionals. The Debtor's use of cash collateral will provide working capital to the Debtor for use in its operations. To the best of the Debtor's knowledge, the only party who may have or may claim to have an interest in cash collateral is U.S. Bank National Association, which may have or whom may claim a security interest in cash collateral by virtue of a prepetition security agreement and financing statement. The Debtor has not entered into any agreement with any other party who may have or claim a security interest in cash collateral. The Debtor intends to grant U.S. Bank adequate protection of any interest it may have in cash collateral, by granting U.S. Bank a replacement lien in cash collateral generated by the post-petition operation of the Debtor's business, to the extent of any valid and subsisting liens or interest held by it in cash collateral as of the Petition Date, and through the payment of interest on a monthly basis. The Debtor does not have sufficient available sources of working capital and financing to operate its business without the use of the cash collateral. The Debtor has an immediate need to use the cash collateral to, among other things, purchase various products and services from its vendors and pay other routine operating expenses, like payroll, lease payments, taxes, or other obligations. In the absence of immediate authorization of the use of the cash collateral, the Debtor cannot continue to operate its business, and immediate and irreparable harm to the Debtor and this estate could occur. In addition, access to the cash collateral will provide the students and vendors with the requisite security that the Debtor will be able to continue conducting its business in the ordinary course without interruptions and to fund this case pending its administration through the Chapter 11 plan process. The Debtor notes that is only seeking authority to use cash collateral and that it is not herein seeking the authority to obtain post-petition secured financing. In the ordinary course of business, the Debtor intends to fund its purchase of supplies, on account, as it did previous to the Petition Date, and to pay accounts through the use of cash collateral. A copy of the Debtor's request is available at: http://bankrupt.com/misc/ohsb17-55517-5.pdf About Brookwood Academy Brookwood Academy Inc. is an Ohio 501(C)(3) non-profit corporation doing business in Central Ohio. Brookwood Academy is a public charter school that opened its doors for the 2012-2013 school year. The focus of Brookwood Academy is to service students in grades 4 through 12 who have emotional and or behavioral issues that adversely affect their educational performance. Brookwood Academy filed a voluntary petition for relief under Chapter 11 (Bankr. S.D. Ohio Case No. 17-55517) on Aug. 28, 2017, estimating $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge Charles M. Caldwell presides over the case. The Debtor is represented by Richard K. Stovall, Esq., at Allen Kuehnle Stovall & Neuman LLP, as bankruptcy counsel. CAPRICCIO BY THE SEA: Taps Broege Neumann as Legal Counsel ---------------------------------------------------------- Capriccio by the Sea, LLC seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to employ Broege, Neumann, Fischer & Shaver, LLC to, among other things, give legal advice regarding its duties under the Bankruptcy Code; negotiate with creditors; and assist in the preparation of a plan of reorganization. The hourly rates charged by the firm are: Timothy Neumann $590 Peter Broege $590 Associates $275 Paralegals $100 Timothy Neumann, Esq., disclosed in a court filing that he and his firm are "disinterested persons" as defined in section 101(14) of the Bankruptcy Code. Broege Neumann can be reached through: Timothy P. Neumann, Esq. Broege, Neumann, Fischer & Shaver, LLC 25 Abe Voorhees Drive Manasquan, NJ 08736 Phone: (732) 223-8484 Email: tneumann@bnfsbankruptcy.com About Capriccio by the Sea Capriccio by the Sea, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 17-27978) on September 1, 2017. Kenneth Deiner, its member, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $100,000 and liabilities of less than $500,000. CENTEGRA HEALTH: S&P Cuts 2012/2014A Bonds Rating to 'BB+' ---------------------------------------------------------- S&P Global Ratings lowered its long-term rating to 'BB+' from 'BBB' on the Illinois Finance Authority's series 2012 and 2014A fixed-rate bonds issued for Centegra Health System (CHS). The outlook is stable. "The rating action reflects our view of CHS' substantial and unbudgeted operating losses in unaudited fiscal 2017," said S&P Global Ratings credit analyst Suzie Desai. S&P said, "The stable outlook reflects our view of CHS' turnaround plan with management in the process of implementing various initiatives. The stable outlook also reflects our view of CHS' improved market share and its ongoing solid business position in a demographically favorable service area." CERTARA HOLDCO: Moody's Assigns B3 Corporate Family Rating ---------------------------------------------------------- Moody's Investors Service assigned Certara Holdco, Inc. a B3 corporate family rating ("CFR") and B3-PD probability of default rating ("PDR"). Subsequent to this action the first lien senior secured credit facilities ratings (comprised of an existing $250 million term loan and $20 million revolver) will be moved to Certara from EQT Avatar Holdings Inc., with the B2 ratings unaffected. The ratings outlook is stable. EQT Avatar was the initial borrower of the first lien credit facilities. Subsequently, Certara and Certara USA, Inc. ("Certara USA") became co-borrowers and EQT Avatar ceased being a borrower under the first lien credit facilities. EQT Avatar then became a guarantor of the first lien credit facilities. The borrower for the existing $100 million unsecured term loan remains unchanged as EQT Avatar TopCo, Inc., a non-guarantor entity above EQT Avatar in the organization. This action and below are consistent with the information contained in our August 2, 2017 Press Release on EQT Avatar. RATINGS RATIONALE The B3 corporate family rating is constrained by high starting pro forma leverage of about 7.25x (Moody's adjusted) at LTM March 2017, low cash balances through December 2018, small scale and lack of diversification among end markets. The ratings are supported by the company's leading position in the niche drug development biosimulation software and regulatory science publication management software markets, strong revenue growth prospects (double digits per annum) and good cash flow generating capabilities. Also, high barriers to entry with limited competition in their primary markets, strong renewal rates (about 90%), highly visible recurring revenues and limited customer concentration (no one customer is above 10%) supports its ratings. Finally, the company has a unique competitive advantage through its employee base (of which about a third are PhD scientists), its ownership of large proprietary data sets and the wide spread adoption by the US Food and Drug Administration ("FDA") of its products. The debt instrument ratings are determined in conjunction with Moody's Loss Given Default Methodology and reflect average recovery across the capital structure. The B2 ratings on the first lien debt are notched up from the corporate family rating reflecting their senior position in the capital structure, given the loss cushion provided by the unsecured term loan (unrated). Moody's highlights, the unsecured term loan borrower is EQT Avatar TopCo, Inc., a non-guarantor Holdco entity above where the first lien credit facilities are in the organization. While the initial cash position is small, the liquidity profile is deemed adequate based on a cash balance of about $3 million and a $20 million undrawn revolver at pro forma August 2017. Moody's expects free cash flow to debt to approach the low 4% over the next 18 months. However, cash balances are expected to remain low through December 2018 due to expected one-time costs, performance-contingent earn out payments (which will also likely cause the revolver to be partially drawn during this period, particularly in Q4 2017) and mandatory amortization. Liquidity may become a greater concern through December 2018 if the company pursues an acquisition strategy such that dependence on its revolver is continued and cash balances remain light. Moody's anticipates good cushion under the springing financial covenant applicable to the revolver. The first lien term loan and unsecured term loan do not have financial covenants. The first lien term loan has 1% required amortization, with a bullet due at maturity. The unsecured term loan has no required annual amortization, with a bullet due at maturity. The ratings outlook is stable reflecting our expectation that Certara will delever towards 6x and have strong revenue growth (double digit) over the next 12-18 months. The ratings could be upgraded if leverage is sustained under 6x and free cash flow to debt is sustained in the mid-single digits. The ratings could face downward pressure if liquidity stresses force the company to rely significantly on the revolver, if Moody's expects free cash flow will approach breakeven, or if leverage remains above 7.5x. Assignments: Issuer: Certara Holdco, Inc. Corporate Family Rating, Assigned B3 Probability of Default Rating, Assigned B3-PD Outlook Actions: Issuer: Certara Holdco, Inc. Outlook, Assigned Stable Withdrawals: Issuer: EQT Avatar Holdings, Inc. Corporate Family Rating, Withdrawn, previously rated B3 Probability of Default Rating, Withdrawn, previously rated B3-PD The principal methodology used in these ratings was Software Industry published in December 2015. Certara Holdco, Inc. is a leading provider of drug development simulation software and regulatory science publication software and services. The company had revenues of about $140 million in the twelve month period ending March 31, 2017 (pro forma for acquisitions). Certara is owned by private equity group EQT (majority), Arsenal Capital Partners and Certara's management. CHEROKEE INC: Covenant Problems Raise Going Concern Doubt --------------------------------------------------------- Cherokee Inc. filed its quarterly report on Form 10-Q, disclosing a net loss of $4.62 million on $13.96 million of total revenues for the three months ended July 29, 2017, compared with a net income of $1.52 million on $8.47 million of total revenues for the three months ended July 30, 2016. For the six months ended July 29, 2017, the Company listed a net loss of $7.88 million on $25.07 million of total revenues, compared to a net income of $4.10 million on $19.15 million of total revenues for the six months ended July 30, 2016. At July 29, 2017, the Company had total assets of $151.75 million, total liabilities of $86.11 million, and $65.65 million in total stockholders' equity. The Company has entered into the Cerberus Credit Facility with Cerberus, pursuant to which the Company has borrowed $45,000 under a term loan facility, which the Company drew down in December 2016, and $5,000 under a revolving credit facility, which the Company drew down in the First Quarter. As of July 29, The Company was not in compliance with certain of its financial covenants set forth in the Cerberus Credit Facility. The Company is working with Cerberus to obtain a waiver of the events of default and/or amend certain terms of the Cerberus Credit Facility, but such a waiver or amendment may not be obtained, or if obtained, may not be obtained in a timely manner, or on terms favorable to the Company. Any failure to obtain such a waiver or amendment would subject the Company to significant risks. These risks include Cerberus's right to terminate its obligations under the Cerberus Credit Facility, declare all or any portion of the borrowed amounts then outstanding to be accelerated and due and payable, and/or exercise any other rights or remedies it may have under applicable law, including foreclosing on the Company's and/or its subsidiaries assets that serve as collateral for the borrowed amounts. If Cerberus elects to exercise any of these rights, the Company's financial condition and ability to continue operations could be materially jeopardized. As a result of these risks, there is substantial doubt about the Company's ability to continue as a going concern. A full-text copy of the Form 10-Q is available for free at: https://is.gd/Ow5fBo About Cherokee Inc. Based in Sherman Oaks, Calif., Cherokee Inc. is a marketer and manager of a portfolio of fashion and lifestyle brands it owns or represents, licensing the Cherokee, Liz Lange, Completely Me by Liz Lange, Hawk, Tony Hawk, Sideout, Carole Little, Everyday California , Flip Flop Shops and ale by alessandra brands and related brands in various consumer product categories and sectors. The Company operates in the segment of marketing and licensing of brand names and trademarks for apparel, footwear and accessories. CHINA LONGYI GROUP: Recurring Losses Raise Going Concern Doubt -------------------------------------------------------------- China Longyi Group International Holdings Limited filed its quarterly report on Form 10-Q, disclosing a net loss of $172,033 on $19,980 of sales for the three months ended June 30, 2017, compared with a net income of $150,264 on $624,345 of sales for the same period in 2016. For the six months ended June 30, 2017, the Company listed a net loss of $305,767 on $57,257 of sales, compared to a net income of $63,370 on $640,811 of sales for the same period in the prior year. At June 30, 2017, the Company had total assets of $1.04 million, total liabilities of $2.19 million, and $1.15 million in stockholders' deficit. During six months ended June 30, 2017, the Company incurred a net loss of $305,767. As at June 30, 2017, the Company has a working capital deficiency of $1,494,611 and accumulated deficit from recurring net losses of $31,125,755 incurred. As at June 30, 2017, the Company has cash and cash equivalents of $43,986. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholder, the ability to raise equity or debt financing, and the attainment of profitable operations from the Company's future business. These factors raise substantial doubt regarding the Company's ability to continue as a going concern. A full-text copy of the Form 10-Q is available for free at: https://is.gd/CNjH0J About China Longyi Group China Longyi Group International Holdings Limited is a holding company that operates through its Chinese subsidiaries, Beijing Longyi Biology Technology Co. Ltd. (Beijing SOD) and Chongqing JiuZhou Dismutase Biology Technology Co. Ltd. (Chongqing SOD). Through its Chinese subsidiaries, the Company develops, manufactures and markets its superoxide dismutase (SOD) products in China. The Company produces and sells SOD Lifeblood, which is a mixture of SOD and enzymes (natural plant extract essence) as an antioxidant. Its SOD Lifeblood is a source of SOD, vitamins and trace elements. CHINA SENIOR LIVING: WWC P.C. Raises Going Concern Doubt -------------------------------------------------------- China Senior Living Industry International Holding Corporation filed its quarterly report on Form 10-Q, disclosing a net income of $10,061 on $116,509 of revenues for the three months ended June 30, 2017, compared with a net loss of $5,827 on $122,490 of revenues for the same period in 2016. For the six months ended June 30, 2017, the Company listed a net income of $46,181 on $234,906 of revenues, compared to a net loss of $6,912 on $238,218 of revenues for the same period in the prior year. The Company's independent accountants WWC, P.C., in San Mateo Calif., states that the Company had incurred substantial losses, which raises substantial doubt about its ability to continue as a going concern. At June 30, 2017, the Company had total assets of $1,047,854, total liabilities of $521,945, and $525,909 in total stockholders' equity. A full-text copy of the Form 10-Q is available for free at: https://is.gd/xomy1L About China Senior Living Industry China Senior Living Industry International Holding Corporation operates senior living facilities in Xianyang, the People's Republic of China. It provides healthcare, medical staff, meal preparation, and general care services for the elderly. The company was formerly known as China Forestry, Inc., and changed its name to China Senior Living Industry International Holding Corporation in September 2015. China Senior Living Industry International Holding Corporation was incorporated in 1986 and is based in Xianyang, the People's Republic of China. CITI CARS: Cox Enterprises Wants Court To Compel Arbitration ------------------------------------------------------------ Rachel Graf, writing for Bankruptcy Law360, reports that Cox Enterprises Inc. and its affiliates have asked a Florida federal judge to compel arbitration or dismiss accusations by Citi Cars Inc. that the conglomerate monopolized the used car market for financial gain. According to Law360, Cox Enterprises said the Debtor willingly entered into an agreement with its financing service, NextGear Capital Inc., that requires it to arbitrate all claims against Cox Enterprises and its subsidiaries. About Citi Cars Inc. Citi Cars Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 16-26681) on Dec. 19, 2016. The petition was signed by Bahram Armakan, president. At the time of filing, the Debtor estimated assets at $100,000 to $500,000 and liabilities at $500,000 to $1 million in estimated liabilities. The Debtor is represented by John A. Moffa, Esq., at Moffa & Breuer, PLLC. No official committee of unsecured creditors has been appointed. CONA RESOURCES: Moody's Withdraws B3 CFR on Debt Repayment ---------------------------------------------------------- Moody's Investors Service withdrew all the ratings of Cona Resources Ltd., including its B3 Corporate Family Rating, B3-PD Probability of Default Rating. The Caa1 senior unsecured notes rating was previously withdrawn. Moody's has withdrawn these ratings after Cona fully repaid its US$276 million senior notes on August 31, 2017. Outlook Actions: Issuer: Cona Resources Ltd. -- Outlook, Changed To Rating Withdrawn From Stable Withdrawals: Issuer: Cona Resources Ltd. -- Probability of Default Rating, Withdrawn , previously rated B3-PD -- Speculative Grade Liquidity Rating, Withdrawn , previously rated SGL-2 -- Corporate Family Rating, Withdrawn , previously rated B3 RATINGS RATIONALE Moody's has withdrawn the ratings because all of Cona's rated debt has been fully repaid. Headquatered in Calgary, Alberta, Cona Resources Ltd. is an exploration and production company that produces about 16,000 barrels of oil equivalent per day, net of royalties. CORWIN PLACE: Oct. 17 Combined Plan and Disclosures Hearing ----------------------------------------------------------- Judge Patrick M. Flatley of the U.S. Bankruptcy Court for the Northern District of Virginia conditionally approved Corwin Place, LLC's disclosure statement accompanying its plan of reorganization dated August 22, 2017. The disclosure statement hearing and the hearing on confirmation of the Chapter 11 plan will be combined and held on Oct. 17, 2017, at 11:00 a.m., in the L. Edward Friend II Bankruptcy Courtroom, located on the third floor of the U.S. Courthouse, 1125 Chapline Street, Wheeling, West Virginia. Sept. 29, 2017, is fixed as the last day for filing and serving written objections to the disclosure statement and confirmation of the plan. Sept. 29, 2017, is fixed as the last day for filing acceptances or rejections of the Plan of Reorganizations. About Corwin Place, LLC Corwin Place LLC filed a chapter 11 petition (Bankr. W.D. Pa. Case No. 16-21861) on May 16, 2016. The petition was signed by Charles Corwin, managing member. On July 24, 2016, the Hon. Thomas P. Agresti transferred the venue of the case to Northern District of West Virginia (Bankr. N.D. W.Va. Case No. 16-00750). The PAWB bankruptcy case was closed on July 27, 2016. The Hon. Patrick M Flatley of the Northern District of West Virginia presides over the case. The Debtor is represented by Robert O. Lampl, Esq., at Robert O Lampl, Attorney at Law. The Debtor estimated assets and liabilities at $500,001 to $1 million at the time of the filing. CROSIER FATHERS: Intends to File Plan of Reorganization by Dec. 31 ------------------------------------------------------------------ Crosier Fathers and Brothers Province, Inc., Crosier Fathers of Onamia, and The Crosier Community of Phoenix, ask the U.S. Bankruptcy Court for the District of Minnesota to extend the exclusive period within which only the Debtors may file a plan of reorganization up to and including December 31, 2017; as well as the exclusive period within which only the Debtors may solicit acceptances of a plan up to and including March 1, 2018. The Court will hold a hearing on this motion for September 28, 2017 at 10:00 a.m. The Debtors relate that, shortly before the filing of the reorganizations cases, they have participated in extensive negotiations with their insurance carrier, Twin City Fire Insurance Company and Hartford Accident and Indemnity Company, to settle a declaratory judgment action. An agreement was reached with Hartford for a substantial contribution to a plan of reorganization in exchange for releases and policy buybacks. The Debtors assert that the collective goal of the Parties in this case is to move these reorganization cases expeditiously in a manner that results in a fair, equitable, and timely compensation to those who have been harmed. As such, the Debtors contend that they have also worked with the Committee and the Primary Plaintiffs' counsel in this matter; and believe they have a framework for a consensual plan of reorganization based upon the agreed contribution from Hartford and the contribution by the Debtors to fund a plan of reorganization. Moreover, the Debtors mention that on August 25, 2017, the Court has entered an order establishing the proof of claim deadline of December 15, 2017 -- which is a necessary and preliminary step to allowing the Parties to complete their analysis of claims and finalize a consensual plan of reorganization. The Debtors also relate that until the proofs of claim deadline nears, it is difficult for the parties to fully analyze the claims and have the clarity needed to finalize a consensual plan of reorganization. The Debtors aver that it is possible they could file a plan of reorganization and disclosure statement by the September 29 deadline -- if required to do so -- however, they believe that doing so would be an inefficient use of judicial and estate resources considering that there are numerous details that still need to be addressed or negotiated between the Parties. About Crosier Fathers and Brothers Province Inc. Crosier Fathers and Brothers Province, Inc. -- https://www.crosier.org/ -- is a Minnesota non-profit corporation that is the civil counterpart of the religious entity known as the Canons Regular of the Order of the Holy Cross Province of St. Odilia. Crosier, Crosier Fathers of Onamia and The Crosier Community of Phoenix sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Minn. Case No. 17-41681 to 17-41683) on June 1, 2017. The Rev. Thomas Enneking, president, signed the petitions. Crosier Fathers and Brothers estimated less than $1 million in assets and less than $500,000 in liabilities. Crosier Fathers of Onamia and The Crosier Community of Phoenix each estimated under $10 million in assets. Crosier Fathers of Onamia estimated under $10 million in liabilities, while The Crosier Community of Phoenix estimated under $500,000 in debts. Judge Robert J Kressel presides over the cases. The Debtors have hired Quarles & Brady LLP as lead counsel and Larkin Hoffman as local counsel. JND Corporate Restructuring has been retained as claims and noticing agent. The Debtors also have hired Keegan, Linscott and Kenon, P.C., as accountant; Gaskins Bennett Birrell Schupp LLP as special insurance counsel; Larson King LLP as special litigation counsel in civil actions filed before the petition date; and Larkin Hoffman Daly & Lindgren Ltd., as local counsel. On June 22, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee retained Stinson Leonard Street LLP as its bankruptcy counsel. CROSS-DOCK SOLUTIONS: Hires Hellring Lindeman as Attorney --------------------------------------------------------- Cross-Dock Solutions, LLC, seeks authority from the U.S. Bankruptcy Court for the District of New Jersey to employ Hellring Lindeman Goldstein & Siegal LLP, as Chapter 11 counsel to the Debtor. Cross-Dock Solutions requires Hellring Lindeman to: a. prepare the Chapter 11 Bankruptcy Petition, Schedules, Statement of Financial Affairs, initial First Day Motions, all motions and applications during the pendency of the case through confirmation of a Chapter 11 plan; b. give advice to the Debtor with respect to its powers and duties as Debtor-In-Possession in the continued management of its business and in the management of its property; c. prepare, on behalf of the Debtor, as Debtor in Possession, necessary applications, answers, orders, reports, and other legal papers; d. appear before the Bankruptcy Court and to protect the interests of the Debtor before said Bankruptcy Court, and to represent the Debtor in all matters pending before the Bankruptcy Court; e. negotiate with secured and unsecured creditors of the Debtor in working out a Plan of Reorganization and to take the necessary legal steps in order to confirm said Plan; and f. perform all other legal services for the Debtor, as Debtor in Possession, which may be necessary herein. Hellring Lindeman will be paid at the hourly rates of $290 to $600. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Patricia A. Staiano, a member of Hellring Lindeman Goldstein & Siegal 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. Hellring Lindeman can be reached at: Patricia A. Staiano, Esq. HELLRING LINDEMAN GOLDSTEIN & SIEGAL LLP One Gateway Center Newark, NJ 07102-5323 Tel: (973) 621-9020 Fax: (973) 621-7406 E-mail: pstaiano@hlgslaw.com About Cross-Dock Solutions, LLC Cross-Dock Solutions -- http://cross-docksolutions.com/-- is a full service third party provider with climate controlled warehousing and multiple compartmented less-than-load (LTL) and truckload equipment that can accommodate chilled and frozen products on the same refrigerated trailer. The Company also offers cross-dock capabilities, cold chain storage and a warehouse management solution(WMS)that can be customized to its customers' business needs. Cross-Dock Solutions, LLC, based in Edison, New Jersey, filed a Chapter 11 petition (Bankr. D.N.J. Case No. 17-26993) on August 22, 2017. The Hon. Kathryn C. Ferguson presides over the case. Patricia A. Staiano, Esq., at Hellring Lindeman Goldstein & Siegal 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 Pedro Cardenas, managing member. CROSSMARK HOLDINGS: Moody's Cuts CFR to Caa2 on Liquidity Pressure ------------------------------------------------------------------ Moody's Investors Service downgraded its ratings for CROSSMARK Holdings, Inc., including the company's Corporate Family Rating (CFR) to Caa2 from Caa1 and its Probability of Default Rating to Caa2-PD from Caa1-PD. At the same time, Moody's downgraded its ratings for the company's senior secured first lien bank credit facilities to Caa1 from B3, and its senior secured second lien term loan to Ca from Caa3. The ratings outlook is negative. The downgrades reflect mounting pressure on CROSSMARK's liquidity, which in conjunction with a fully levered balance sheet heightens the perceived risk of default over the forward rating horizon. In particular, CROSSMARK's free cash flow turned negative for the first half of 2017, and Moody's expects potential covenant pressure in early 2018 to constrain revolver availability. The negative outlook acknowledges the risk of further negative ratings revisions, and the challenge that CROSSMARK faces to improve earnings to a level that is more supportive of its current capital structure. The negative outlook also acknowledges that CROSSMARK will likely have to address its capital structure by around the middle of 2018 as its revolving credit facility expires in June 2019 and first lien term loan comes due in December 2019. Rating Actions: Corporate Family Rating, Downgraded to Caa2 from Caa1 Probability of Default Rating, Downgraded to Caa2-PD from Caa1-PD $3.75 Million Senior Secured First Lien Revolving Credit Facility due 2017, Downgraded to Caa1 (LGD3) from B3 (LGD3) $52.5 Million Senior Secured First Lien Revolving Credit Facility due 2019, Assigned Caa1 (LGD3) $425 Million ($400 Million currently outstanding) Senior Secured First Lien Term Loan due 2019, Downgraded to Caa1 (LGD3) from B3 (LGD3) $90 Million Senior Secured Second Lien Term Loan due 2020, Downgraded to Ca (LGD6) from Caa3 (LGD6) Outlook, Changed to Negative from Stable RATINGS RATIONALE CROSSMARK's Caa2 CFR reflects its weak liquidity profile and persistent revenue and EBITDA (as defined by Moody's) declines. The Caa2 indicates CROSSMARK's heightened default risk given its very high debt burden and the ensuing financial risk associated with its very levered balance sheet (Moody's-adjusted debt-to-EBITDA of 8.9 times at June 30, 2017), particularly in the face of an eroding liquidity profile. The Caa2 also reflects ongoing industry headwinds and the company's financial sponsor ownership, both of which contribute to the aforementioned weak financial profile and key credit metrics. CROSSMARK's credit profile does continue to benefit from its ability to marginally cover its debt service costs, with EBITA-to-interest expense of 1.2 times for the twelve months ended June 30, 2017. It also benefits from the company's comparatively good market position as the third largest sales and marketing agency in the US. CROSSMARK was recently named one of only five sales and marketing agencies that are allowed to provide services within Wal-Mart stores. This provides the company with an opportunity to stem its pace of declines in late 2017, and potentially gain new contracts and return to growth in 2018. Moody's also expects the company's various cost savings initiatives to continue providing some interim period ratings support. CROSSMARK's ratings could be upgraded should it begin to drive revenue and EBITDA growth while maintaining EBITA-to-interest expense above 1.0x. An upgrade would also require CROSSMARK to successfully refinance its debt maturities in a timely manner and maintain at least an adequate liquidity profile. CROSSMARK's ratings could be downgraded if revenue and EBITDA do not stabilize by the middle of 2018, free cash flow remains negative, adequate access to its revolving credit facility and ample headroom under its springing financial covenant are not maintained, debt maturities are not addressed in a timely manner, or the likelihood of default increases for any other reason. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Headquartered in Plano, TX, CROSSMARK Holdings, Inc. is a sales and marketing services company in the consumer goods industry that provides services to consumer products companies, manufacturers and retailers. The company operates three business segments: Sales Agency, Marketing Services, and International. The Sales Agency includes the management of headquartered sales activities, category and space management, and retail services such as routine store coverage and project work. Marketing services includes in-store product demonstrations and sampling, experiential marketing, and data collection. The company is owned by affiliates of Warburg Pincus. Annual revenues are less than $1 billion. CRS REPROCESSING: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of CRS Reprocessing, LLC, as of Sept. 7, according to a court docket. About CRS Reprocessing CRS Reprocessing, LLC -- http://www.crs-reprocessing.com/-- is a global partner in fluid reprocessing management, offering people, technology and services to efficiently handle industrial fluids for a variety of industries. With 30 years of expertise and operations in the U.S., Europe and Asia, its custom-built, on-site reprocessing facilities economically transform used fluids back to customer-specified performance levels, allowing high-yield waste recovery and lower unit costs. CRS Reprocessing, LLC, based in Louisville, KY, filed a Chapter 11 petition (Bankr. W.D. Ky. Case No. 17-32565) on Aug. 9, 2017. The petition was signed by Scott T. Massie, chief executive. In its petition, the Debtor estimated $1 million to $10 million in assets and $50 million to $100 million in liabilities. Lea Pauley Goff, Esq., and Emily Pagorski, Esq., at Stoll Keenon Ogden PLLC, serve as bankruptcy counsel. DATA COOLING: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor affiliates that filed Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Data Cooling Technologies LLC 17-52170 fka Air Enterprise Acquisition LLC dba Thermotech Enterprises, Inc. fka Air Enterprises LLC 1777 Miller Parkway Streetsboro, OH 44241 Data Cooling Technologies Canada LLC 17-52177 fka Air Enterprises Canada LLC 1777 Miller Parkway Streetsboro, OH 44241 Type of Business: Data Cooling Technologies LLC is the exclusive North American licensee of US Patent No. 7753766. The KyotoCooling patented solution utilizes a heat wheel and an indirect economization process to produce the most reliable and efficient cooling technology in the data center industry. With over 150 installations worldwide, KyotoCooling is deployed in Tier III and Tier IV mission critical data centers in six different continents. Web site: https://airenterprises.com.draftcloud.net Chapter 11 Petition Date: September 8, 2017 Court: United States Bankruptcy Court Northern District of Ohio (Akron) Judge: Hon. Alan M. Koschik Debtors' Counsel: Sean D. Malloy, Esq. MCDONALD HOPKINS LLC 600 Superior Avenue E, Suite 2100 Cleveland, OH 44114-2653 Tel: (216) 348-5400 E-mail: smalloy@mcdonaldhopkins.com Technologies LLC's estimated assets: $10 million to $50 million Technologies LLC's estimated debt: $10 million to $50 million Canada LLC's estimated assets: $0 to $50,000 Canada LLC's estimated debt: $100,000 to $500,000 The petitions were signed by Gregory Gyllstrom, chief executive officer. Full-text copies of the petitions are available for free at: http://bankrupt.com/misc/ohnb17-52170.pdf http://bankrupt.com/misc/ohnb17-52177.pdf A. Data Cooling Technologies LLC's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Kyotocooling North America LLC Trade Debt $1,700,000 Attn: John Drossos 2651 North Harwood, Ste 360 Dallas, TX 75201 Capitol Power Service LLC Trade Debt $1,266,723 20365 Exchange Street Ashburn, VA 20147 RAE Corporation Trade Debt $891,931 P.O. Box 1206 Pryor, OK 74362-1206 TSS Technologies Inc. Trade Debt $808,500 8800 Global Way West Chester, OH 45069 Brock Solutions US Inc. Trade Debt $753,785 88 Ardelt Ave Kitchener, ON NC2 2C9 Canada Above Air Technologies LLC Trade Debt $574,651 5179 Mountville Rd Frederick, MD 21703 Starr Manufacturing Inc. Trade Debt $535,303 4175 Warren Sharon Rd Vienna, OH 44473-9524 Ziel-Abegg Trade Debt $446,380 P.O. box 19971 Greensboro, Inc 27419 HDT Expeditionary Systems Inc. Trade Debt $425,902 30500 Aurora Road Salon, OH 44139 Landstar Ranger, Inc. Trade Debt $324,704 P.O. Box 784293 Philadelphia, PA 19178-4293 Marsam Metalfab Trade Debt $262,726 1870 Enterprise Pkwy Twinsburg, OH 44087 Complete Access Trade Debt $262,513 1345 Ryan Road Buckley, WA 98321 Coilmaster Corporation Trade Debt $216,238 P.O. Box 1764 Memphis, TN 38101 Weaver Fab & Finishing Trade Debt $208,346 1100 Home Ave Akron, OH 44301 American Express Trade Debt $188,521 Tallmadge Spinning & Metal Trade Debt $177,043 Sheet Metal Products Co Trade Debt $176,096 Aerotek Inc. Trade debt $147,296 Modern Niagara HVAC Services Inc. Trade Debt $142,752 CEC Facilities Group LLC Trade Debt $141,919 B. Data Cooling Technologies Canada LLC's List of Three Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Chris Fulton Sales Unknown 215 Pandora Avenue Commission Kitchener, ON N2H 3E5 Canada Ellisdon Hitt JV Trade Debt Unknown 1004 Middlegate Road Ste 1000 Mississauga, ON N6A 4M6 Canada Urbacon Trade Debt Unknown 80 Via Renzo Drive Richmond Hills, ON L4S 0B4 Canada DEAN FOODS: Fitch Affirms Then Withdraws 'BB-' IDR -------------------------------------------------- Fitch Ratings has affirmed and withdrawn all its ratings for Dean Foods Company and its subsidiary, Dean Holding Company: Dean Foods Company (Parent) -- Long-term Issuer Default Rating (IDR) 'BB-'; -- Secured bank credit facility 'BB+/RR1'; -- Senior unsecured notes 'BB-/RR4'. Dean Holding Company (Operating Subsidiary) -- Long-term IDR 'BB-'; -- Senior Unsecured notes 'BB-/RR4'. The Outlook is Stable. Fitch has withdrawn Dean Foods' ratings for commercial reasons. Fitch reserves the right in its sole discretion to withdraw or maintain any rating at any time for any reason it deems sufficient. KEY RATING DRIVERS Moderate Debt, Rising Leverage: Maintaining moderate debt levels should help Dean withstand the secular decline in U.S. fluid milk consumption and potential volatility in raw milk costs while providing flexibility for the firm to reinvest in its business. Fitch expects total debt for Dean to remain in the $800 million-$900 million range, in line with where it has been since 2013, after the company repays $142 million of 6.9% notes due Oct. 15, 2017. However, leverage is expected to increase materially over the intermediate term due to lower operating earnings and cash flow. Fitch projects total debt/EBITDA and total adjusted debt/EBITDAR will rise from 1.8x and 3.0x in 2016, respectively, to 2.8x and 4.1x, by 2019, which remain acceptable for current ratings. Leading Share, Industry Challenges: Dean is the largest U.S. processor of fluid milk with approximately 34% to 35% market share. However, the category is in secular decline due to competition from alternative beverages and weakness in the cereal category. Milk processors also have limited pricing power due to the commodity orientation of the product and excess capacity. Dean's volumes declined 2.7% in the second quarter of 2017 but were particularly weak for branded white milk where volumes declined 6%. Volume declines are expected to increase to the mid-single-digit range through 2019 due to customer losses caused by loss volume to Wal-mart Stores, Inc., which is building a dairy processing plant to supply certain of its stores in the Midwest, competitive pricing, and retailers promoting private-label milk. Significant Earnings Pressure: Historically Fitch viewed yearly EBITDA of $400 million-$500 million, which is equivalent to operating profit per gallon of about $0.10-$0.13, as normal for Dean. Fitch's view assumed volumes decline 1%-3%, Class I milk prices are within +/- 10% of the roughly $16/hundredweight (cwt) 15-year historical average, and the realization of cost savings. However, Fitch currently expects operating profit per gallon and EBITDA to be sustained below $0.10 and $400 million, respectively, over the intermediate term due mainly to volume declines in the mid-single-digit range and negative mix shift towards private-label milk, and despite accelerated cost reductions. Multifaceted, But Challenged Strategy: Dean's strategy is to balance volume growth and price realization while reducing costs to protect operating profit per gallon. The company initiated a three-year $100 million productivity program in 2017 to eliminate waste, increase supply-chain efficiency, and enhance network optimization, and is also targeting $40 million-$50 million of SG&A cost cuts by year end. Dean is also focused on growing its portfolio of higher-margin brands including DairyPure, TruMoo, and Friendly's, while expanding its go-to-market strategy to include customer warehouses. Fitch does not expect cost reductions to fully offset the negative impact of volume declines and believes Dean's branded strategy is being negatively impacted by retailers aggressively promoting private-label milk to drive store traffic. Positive FCF, Manageable Maturities: Dean's FCF is being negatively impacted by declining operating earnings and a voluntary pension contribution in 2017 but remains positive. Fitch projects Dean annual FCF (cash flow from operations less capex and dividends) will approximate $40 million-$75 million over the intermediate term assuming capex in the $100 million-$130 million range and modest dividend increases. Dean intends to repay $142 million of 6.9% notes due Oct. 15, 2017, after which it does not have any meaningful maturities until 2023 when $700 million of 6.5% notes are due. DERIVATION SUMMARY Dean's IDR is lower than other packaged food companies with similar leverage due to the commodity nature of its business and potential for significant earnings volatility. The company's ratings also incorporate secular challenges in the fluid milk category. Total debt/EBITDA for Dean has generally been in line with that of other commodity-oriented food companies; such as Tyson Foods, Inc. (BBB/Stable) and Smithfield Foods, Inc. (BBB/Stable). However, Fitch's rating is based on lease-adjusted leverage due to the company's significant operating lease obligations. KEY ASSUMPTIONS Fitch's key assumptions within its ratings case for the issuer include: -- Raw milk prices, as measured by the class I mover, increase nearly 10% to approximately $16.30/cwt in 2017 and remain near that level in 2018. -- Total annualized revenue approximates $7.8 billion in 2017, declining to under $7 billion by 2019 due to mid-single-digit volume declines and pricing correlated to with raw milk prices. -- Operating profit per gallon approximates 7 cents-8 cents per gallon through 2019. -- EBITDA approximates $325 million-$375 million annually through 2019. -- FCF after dividends around $40 million-$75 million annually through 2019. -- Total debt/EBITDA increases towards 3.0x and total adjusted debt/EBITDAR to the low 4.0x range by 2019. RATING SENSITIVITIES Rating sensitivities are no longer relevant given rating withdrawals. LIQUIDITY At June 30, 2017, Dean had approximately $910 million of total debt, the vast majority of which is unsecured. Total debt consisted mainly of $142 million aggregate principal amount of notes due Oct. 15, 2017 which the company intends to repay, $700 million of 6.5% notes due March 15, 2023, and $65 million outstanding under the company's $450 million receivables-backed facility due Jan. 4, 2020. On Jan. 4, 2017, Dean amended its $450 million revolving credit facility (RCF) to extend the maturity through Jan. 4, 2022, eliminate a maximum senior secured net leverage ratio requirement, and reduce the interest rate. The amendment also modified the definition of Consolidated EBITDA to permit certain pro forma cost-savings add-backs in connection with permitted acquisitions and dispositions. The credit facility has an accordion feature that allows the company, subject to certain conditions, to increase the commitment by up to $200 million through the issuance of incremental term loans or increased revolver commitments. In conjunction with the amended credit facility, Dean also amended its receivables facility to extend the maturity through Jan. 4, 2020. As a part of the amendment, the size was reduced from $550 million to $450 million. Covenants were also made consistent with the amended RCF and pricing was modified. Dean is currently in compliance with all of its covenants. The facilities mentioned above require the company to maintain maximum total leverage of 4.25x, which allows Dean to subtract up to $50 million unrestricted cash. A/R borrowings are included in the total leverage covenant. At June 30, 2017, Dean's total leverage ratio as defined in the credit agreement was 2.25x. The company's liquidity is also supported by FCF generation (excluding one-time items), which Fitch believes will approximate $40 million-$75 million annually through the forecast period. Capital spending declined modestly to $145 million in 2016 from $163 million in 2015 and is expected to approximate $120 million-$130 million in 2017. Fitch estimates that maintenance capex is about $75 million. FULL LIST OF RATING ACTIONS Fitch Ratings has affirmed and withdrawn the following ratings for Dean Foods as follows: Dean Foods Company (Parent) -- Long-term Issuer Default Rating (IDR) 'BB-'; -- Secured bank credit facility 'BB+/RR1'; -- Senior unsecured notes 'BB-/RR4'. Dean Holding Company (Operating Subsidiary) -- Long-term IDR 'BB-'; -- Senior Unsecured notes 'BB-/RR4'. The Outlook is Stable. DELPHI JERSEY: Fitch Assigns Initial 'BB' Issuer Default Rating --------------------------------------------------------------- Fitch Ratings has assigned an initial Long-Term Issuer Default Rating (IDR) of 'BB' to Delphi Jersey Holdings plc (DPS). DPS is comprised of the Powertrain Systems and Aftermarket businesses of Delphi Automotive PLC (DLPH), which DLPH intends to spin off into an independent, publicly traded company by the end of the first quarter of 2018. Fitch has also assigned a rating of 'BB/RR4' to DPS's proposed $750 million in senior unsecured notes due 2025. The Rating Outlook for DPS is Stable. DPS is currently a subsidiary of Delphi Automotive PLC (DLPH). DLPH plans to spin off DPS into a standalone, publicly traded company through the issuance of shares to DLPH's existing shareholders. DLPH plans to complete the spin off by March 31, 2018. Proceeds from the proposed senior unsecured notes will be held in escrow until closing. Following the spin-off, DPS intends to pay a dividend to DLPH, funded with a portion of the proceeds from the senior unsecured notes and a new $750 million term loan. Fitch expects the dividend will be between $1.1 billion and $1.2 billion. KEY RATING DRIVERS DPS's ratings are based on its standalone credit profile and assume that the company is spun off from DLPH, as planned, by early 2018. The ratings reflect DPS's strong market position in powertrain products and technology, a global footprint with a significant presence in Europe and Asia, and a broad mix of original equipment manufacturer (OEM) and aftermarket customers. The ratings consider the company's good growth prospects, with projected low to mid-single digit growth despite some near-term headwinds related to a shift away from diesel passenger cars in Europe and a longer-term shift to fully electric vehicles. The company is projected to generate healthy EBITDA margins of around 17% initially, generate positive free cash flow (FCF) that approaches 5% of revenues by 2019, and maintain relatively conservative financial policies. Rating concerns include the cyclical nature of the global auto industry, intense industry competition, potentially volatile raw material costs, and new entrants into the automotive technology sector. In addition, the company is smaller and has a narrower product line than certain of its key competitors, and it has a limited track record as a standalone company. Partially mitigating these concerns is the company's expertise and product offerings in power electronics, which will see significant demand growth as hybrid and electric vehicles capture a larger share of the global automotive market. Following the spin-off, Fitch expects DPS's EBITDA leverage (debt/Fitch-calculated EBITDA) will run near 2x over the intermediate term, or roughly half a turn higher than DLPH's recent historical leverage. Over the longer term, leverage could decline to the upper 1x range, assuming EBITDA grows on higher business levels and the company does not make any significant debt-funded acquisitions. Fitch's calculation of debt includes an estimate of DPS's off-balance sheet factoring, which is related to certain factored aftermarket receivables. The off-balance sheet factoring program will stay with DPS following the spin-off. Fitch expects DPS to produce relatively strong FCF over the intermediate term, with FCF margins running in the mid-single digit range. However, in the near term, Fitch expects FCF will be pressured by one-time spin-off-related tax payments, which could result in modestly negative FCF in the first year following the separation from DLPH. Over the longer term, Fitch expects relatively strong operating cash flow will generally provide the company with sufficient flexibility to fund capital spending, smaller acquisitions and, potentially, shareholder returns without the need for significant incremental long-term borrowing. Similar to many other U.S. auto suppliers, Fitch expects most of DPS's debt will be issued in the U.S., while a little over 70% of the company's revenue is derived outside the U.S. Although this will create a mismatch between the source of the company's cash and its debt obligations, Fitch believes DPS will have sufficient financial flexibility to meet its U.S. dollar-denominated debt obligations when they come due. Notably, because the company is a U.K. resident taxpayer organized under the laws of Jersey, the tax consequences of transferring cash into the U.S. to service its obligations will be lower than for U.S.-resident companies. Fitch has assigned a recovery rating of 'RR4' to the proposed senior unsecured notes, reflecting Fitch's view that they would have average recovery prospects in the 31% to 50% range in a distressed scenario. DERIVATION SUMMARY DPS's ratings reflect its positioning as a smaller auto supplier with a more focused product line than many of its peers. However, DPS generates EBITDA margins that are at the high end of its peers as well as above average FCF as a percentage of adjusted debt. DPS's leverage metrics are modestly weaker than its investment grade peers and generally in-line with auto suppliers in the 'BB' category. DPS's ratings also consider its limited track record as a standalone company. In terms of peers, BorgWarner Inc. (BBB+/Stable) is twice the size of DPS, with similar EBITDA margins and leverage that is at the low end of DPS's targeted range. Tenneco Inc. (BB+/Stable) is also nearly twice DPS's size, with lower EBITDA margins (partly explained by the commodity pass-through revenue), and has somewhat higher financial leverage, though it has been less acquisitive historically. KEY ASSUMPTIONS The base case assumptions are as follows: -- DPS is spun off from DLPH as currently contemplated by early 2018. -- Revenues grow at a mid-single-digit rate over the longer term. -- EBITDA margins narrow in 2018 due to costs associated with the separation and recover in later years due to volume growth and restructuring activities. -- Capital spending is projected to track at around 5% to 6% of revenues. -- FCF is projected to be slightly negative in 2018, improving to over $200 million in 2019 and over $300 million in 2020. RATING SENSITIVITIES Future Developments That May, Individually or Collectively, Lead to Positive Rating Action -- Growth and diversification of the company's product line, improving long-term growth prospects and moderating cyclicality. -- A demonstrated commitment to deleveraging, with EBITDA leverage declining to the upper 1x range. -- A reduced secured component in the capital structure. -- Sustained FCF margins in the mid-single-digit range. Future Developments That May, Individually or Collectively, Lead to Negative Rating Action -- An unexpected sharp decline in global auto production; -- A decline in the company's EBITDA margins to below 13% for an extended period; -- An increase in debt/EBITDA to above 2.5x and funds from operations (FFO) adjusted leverage to above 3.0x for an extended period. LIQUIDITY Fitch expects DPS's liquidity position to remain adequate over the intermediate term. At June 30, 2017, DPS had $78 million in unrestricted cash and cash equivalents, although Fitch expects DPS to maintain a significantly higher level of cash on its balance sheet over the intermediate term once is it is an independent company. DPS intends to augment its cash with access to a $500 million revolver. Fitch expects DPS will follow a capital allocation strategy similar to that at DLPH, which prioritizes investment over share repurchases. Fitch views this capital allocation philosophy as disciplined and relatively conservative, and Fitch expects the company will generally pull back on share repurchase activity when it needs to conserve liquidity. Based on its criteria, Fitch treats $100 million of DPS's cash as "not readily available" for purposes of calculating net metrics. This is based on Fitch's estimate of cash needed to cover seasonality in DPS's business. Because DPS is a U.K. resident taxpayer organized under the laws of Jersey, Fitch has not included the company's non-U.S. cash in its calculation of "not readily available cash", since the tax consequences of moving cash into the U.S. will be lower than they would be for a U.S.-domiciled company. FULL LIST OF RATING ACTIONS Fitch has assigned the following ratings with a Stable Outlook: Delphi Jersey Holdings plc -- Long-Term Issuer Default Rating 'BB'; -- Proposed senior unsecured notes 'BB/RR4'. DELPHI JERSEY: Moody's Assigns Ba3 CFR & B1 Senior Notes Rating --------------------------------------------------------------- Moody's Investors Service assigned first time ratings to Delphi Jersey Holdings plc including a Corporate Family Rating ("CFR") at Ba3, senior unsecured at B1, and Speculative Grade Liquidity Rating at SGL-2. The rating outlook is stable. Delphi Automotive plc ("Delphi") intends to spin off its Powertrain Systems segment (engine management systems and aftermarket operations) to create DPS, a separate, independent, publicly traded company. The spin-off is expected to be completed by March of 2018, subject to customary market, regulatory and other conditions. The net proceeds from the $750 million senior unsecured notes and a $750 million term loan (unrated) are expected to be used to fund a $1.148 billion special dividend to Delphi, fund balance sheet cash, and pay related transaction taxes, fees and expenses. Delphi's senior unsecured Baa2 rating and stable outlook are currently not impacted by this transaction, although Moody's views the transaction as credit negative. About 22% of Delphi's EBITDA generation for the LTM period ending June 30, 2017 was derived from DPS. With no change to Delphi's post spin-off debt, Delphi's pro forma debt/EBITDA could increase to 2.1x (after Moody's standard adjustments) from about 1.9x for the LTM period ending June 30, 2017. Delphi, post-spin-off of DPS, will remain a substantial Tier 1 supplier increasingly focused on areas with increasing vehicle content. The remaining Delphi business generated about $12.4 billion of pro forma revenues and about $2.2 billion of EBITDA for the LTM period ending June 30, 2017. The following ratings were assigned: Delphi Jersey Holdings plc: Ba3, Corporate Family Rating; Ba3-PD, Probability of Default Rating; B1 (LGD5), to the $750 million senior unsecured notes due 2025; (These notes are guaranteed by Delphi Powertrain Corporation) SGL-2, Speculative Grade Liquidity Rating. Rating Outlook: Stable The $1.25 billion bank credit facility is not rated by Moody's. RATINGS RATIONALE DPS's Ba3 CFR reflects the company's competitive position as a major global automotive supplier of powertrain products, comparatively strong profit margins and moderate initial leverage. DPS's engine management product are focused around improving fuel efficiency and electronic controllers which are experiencing increasing vehicle content. DPS's competitive profile also includes diverse geographic, customer, and market exposure. DPS's products offerings, along with restructuring action taken over the recent years have supported a strong EBITA margin of 11.5% (inclusive of Moody's standard adjustments) for the LTM period ending June 30, 2017. Pro Forma for the spin-off transaction, DPS's Debt/EBITDA is estimated to be moderate at 3.2x for the LTM period ending June 30, 2017. While DPS's product offerings are well positioned, Moody's believes that a number of challenges face the company. About 63% of revenues are generated from light vehicle customers, a segment where Moody's expects global automotive demand will remain modest over the near-term. In addition, about 60% of the company's OEM business is related to the internal combustion engine. Companies with this exposure are expected to face a number of challenges over the next several years as hybrid/electric and fully electric vehicles increase in market penetration. Moody's believes electric vehicles will not have a material share of automotive production before the mid-to-late 2020's. Yet, global automotive OEMs continue to make significant investments into electric and hybrid powertrains, and the core related suppliers are anticipated to follow suit. Further, a number of DPS's competitors are segments within larger. and some more technology oriented, companies. Ongoing, research and development investment will be needed to remain competitive. Other credit risks include: the high cyclicality within the automotive industry; varying growth prospects in the regions in which the company operates; varying demand for the products of the company's automotive manufacturing customers; and increasing complex vehicle content which requires incremental electrical and connectivity components. The majority of DPS's debt is borrowed in Europe. The senior unsecured rating reflects Moody's EMEA approach within the Loss Given Default Methodology, which includes treatment of trade payables and U.K. pensions as secured amounts with priority over the senior unsecured debt, based on the expected approach in reorganization . In addition, although there will be secured debt (the bank debt), the entities securing the secured debt are estimated to have generated 10 to 15% of DPS's consolidated adjusted EBITDA for 2016. Consequently, the secured debt is expected to be in a somewhat more favorable recovery position relative to the unsecured notes and would likely enjoy a modestly higher recovery. DPS's SGL-2 Speculative Grade Liquidity Rating anticipates a good liquidity profile over the 12-18 months following the spin-off, supported by cash, availability under a new revolving credit facility, and our expectation of improving free cash flow generation. Pro forma cash as of the close of the spin off is anticipated to be $150 million and the $500 million revolving credit facility, maturing in 2022, is expected to be unfunded. Moody's estimates that DPS's free cash flow generation immediately following the spin-off will be close to break-even. While operating performance is expected to gradually improve over the near-term, additional restructuring costs are anticipated to consume cash. Free cash flow generation should improve thereafter. The term loan A has modest amortization requirement over the next 12-18 months. The financial covenant under the senior secured facilities includes a net leverage ratio test for which the company is expected to maintain ample covenant cushion over the near-term. DPS's stable rating outlook anticipates the company's strong competitive position will be maintained over the intermediate-term as profit improvement actions take hold. The ratings could be upgraded if Moody's expects DPS to sustain EBITA margins in the low double digits range, inclusive of restructuring charges, with Debt/EBITDA sustained below 2.5x, supported by positive free cash flow generation solidly in the high-teens as percentage of debt annually, and balanced financial policies, while maintaining a good liquidity profile. The ratings could be downgraded with the expectation of material deterioration of automotive demand or loss of a major customer, if EBITA margins are anticipated to be sustained below 7%, or Debt/EBITDA above 4.0x, or a deterioration in liquidity. Debt funded acquisitions or large shareholder return actions could also result a lower outlook or rating. The principal methodology used in these ratings was Global Automotive Supplier Industry published in June 2016. Delphi Jersey Holdings plc is a leading global automotive supplier of engine management systems and aftermarket parts. Components include advanced fuel injection systems, actuators, valvetrain products, sensors, electronic control modules and power electronics technologies. Revenues for the LTM period ending June 30, 2017 were approximately $4.6 billion. DELPHI JERSEY: S&P Assigns Prelim 'BB' CCR, Outlook Stable ---------------------------------------------------------- S&P Global Ratings assigned its preliminary 'BB' corporate credit rating to Delphi Jersey Holdings plc. The outlook is stable. S&P said, "At the same time, we assigned our preliminary 'BB' issue-level rating and '4' recovery rating to the company's senior unsecured debt. The '4' recovery rating indicates our expectation that lenders will receive average recovery (30%-50%; rounded estimate 40%) in the event of a default. "Our preliminary ratings reflect the cyclicality of the auto industry, DPS' capital intensity, and the volatility of its launch cadence, in addition to the constant pricing pressures from its customers and competitors and its exposure to potentially volatile commodity costs. We also take into account the company's low cost base and its ability to adapt to the changing demand for autos and commercial vehicles. "The outlook is stable. We expect that Powertrain will continue generating solid earnings and cash flow, with stable credit measures in line with our expectations for the current rating, due to growth in sales and content per vehicle, as well as occasional acquisitions. We expect debt leverage below 4.0x and FOCF to total debt of 10% or higher through 2018. "We could lower the rating if we came to believe that global auto markets would decline and Powertrain would not be able to offset profitability pressures, or that cash generation would suffer significantly from lower-than-expected vehicle production levels, a spike in unrecovered commodity costs, or a substantial use of cash to fund large transactions or shareholder-friendly actions. We could also lower the rating if the company's FOCF to debt drops to less than 10% or if debt leverage increased to more than 4.0x on a sustained basis. "We could raise the ratings if the company's FOCF to debt moves above 15% and debt leverage declines below 3.0x on a sustained basis as demonstrated by increasing market share in its key end markets and ongoing EBITDA margin expansion. At the same time, we would need to believe that the company could execute consistently even during industry downturns and remain committed to balancing investments, dividends, and acquisitions in line with its current financial profile." DEXTERA SURGICAL: Series A Pref. Stock Returns to Unissed Status ---------------------------------------------------------------- As a result of all outstanding shares of its Series A Convertible Preferred Stock having converted to common stock, Dextera Surgical Inc. filed a Certificate of Elimination to its Certificate of Incorporation with the Secretary of State of the State of Delaware. The filing of the Certificate of Elimination had the effect of causing Dextera's Series A Convertible Preferred Stock to return to the status of authorized but unissued and undesignated shares of preferred stock. About Dextera Surgical Dextera Surgical (Nasdaq:DXTR) designs and manufactures proprietary stapling devices for minimally invasive surgical procedures. Dextera Surgical also markets automated anastomosis devices for coronary artery bypass graft (CABG) surgery on the market today: the C-Port Distal Anastomosis Systems and PAS-Port Proximal Anastomosis System. These products are sold by Dextera Surgical under the Cardica brand name. Dextera reported a net loss of $15.98 million for the fiscal year ended June 30, 2016, following a net loss of $19.18 million for the year ended June 30, 2015. As of March 31, 2017, Dextera had $5.79 million in total assets, $9.64 million in total liabilities and a total stockholders' deficit of $3.85 million. BDO USA, LLP, in San Jose, California, 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. DIGIDEAL CORP: Unsecureds to be From Sale Net Proceeds ------------------------------------------------------ Digideal Corporation has filed with the U.S. District Court for the District of Maine a disclosure statement dated Aug. 21, 2017, referring to the Debtor's plan of reorganization. Class 12 Unsecured Claims -- totaling $5,283,719.89 -- will be paid pro rata from the net proceeds of the sale, to the extent sufficient, until paid in full. The Debtor's Plan is a partial liquidation plan, providing for the liquidation of a portion of the property of the Debtor, namely, claims the Debtor holds. It also gives the Debtor the option to sell its business in the future, but only after notice and hearing. The Debtor's Plan is essentially premised upon its ability to operate its business profitably. The Plan states that the Debtor will use its best efforts to sell its intellectual property for a fair market value for cash. The Plan provides that the Debtor will employ special counsel and use its best efforts to liquidate the claim against Shuffle Tech International, LLC, Poydras-Talrick Holdings, LLC, and Richard Schultz. The Debtor proposed by its Plan that the Debtor will employ special counsel or use attorney for the Debtor to liquidate claim against Western Electronics. The Debtor proposes in its Plan that unless Class 5 (Seaport) voluntarily agrees to release any avoidable lien upon the Debtor's personal property, or the Debtor and Class 5 enter into a stipulation that is approved by the Court after notice and hearing, the Debtor will cause an action to be commenced before the Court for a determination of the nature and extent of Seaport V, LLC's lien upon and in any of the Debtor's property. The Debtor asserts that the claims of Seaport has lapsed and became, unperfected, at least in part, by reason of the fact that its financing statement filing lapsed. A final court decision will identify the property securing the Seaport claim. It will also define the value of the Debtor's property, including the remaining collateral, if any, of Seaport. The Plan proposes that the Debtor will use its best efforts to sell Digideal Mexico or its interest in the same upon the terms as the Court may approve after notice and hearing. The Debtor will also use its best efforts to collect the receivable due the Debtor from Digideal Mexico. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/waeb17-00449-197.pdf About Digideal Corporation Digideal Corporation sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Wash. Case No. 17-00449) on Feb. 22, 2017. The petition was signed by Michael J. Kuhn, president. The case is assigned to Judge Frederick P. Corbit. Kevin O'Rourke, Esq., at Southwell & O'Rourke, P.S., serves as the Debtor's legal counsel. At the time of the filing, the Debtor estimated its assets at $100 million to $500 million and liabilities at $1 million to $10 million. DISCOVER FINANCIAL: Fitch Affirms BB- Preferred Stock Rating ------------------------------------------------------------ Fitch Ratings has affirmed Discover Financial Services' (DFS) Long-Term Issuer Default Rating (IDR) at 'BBB+', Viability Rating (VR) at 'bbb+', and Short-Term IDR at 'F2'. The Rating Outlook is Stable. The rating actions have been taken as part of Fitch's periodic review of U.S. consumer-focused internet banks, which contains four publicly rated firms. KEY RATING DRIVERS VRs, IDRs, AND SENIOR DEBT The rating affirmation reflects DFS's strong franchise, supported by its owned payments network, peer-superior credit performance, strong and consistent financial performance over various economic and market cycles, diverse funding base, ample liquidity, strong risk-adjusted capitalization, and seasoned management team. Rating constraints include DFS's concentrated and cyclical business model, heavier reliance on wholesale funding, potential funding sensitivity associated with internet deposits in a rising rate environment, the likelihood of asset quality reversion from current levels, threats from disruptive technologies in the payments space, and elevated regulatory and legislative risk. Furthermore, ratings remain constrained by DFS's relatively weaker market position within the increasingly competitive payments industry, as evidenced by its smaller market share compared to payment network peers (e.g. Visa Inc., MasterCard Incorporated, and American Express Company) and general purpose credit card issuers (JPMorgan Chase & Co., Bank of America Corporation, and Citigroup Inc.). Fitch views DFS's ability to generate strong and consistent operating performance over time as a rating strength. While net income for 1H17 decreased 7%, due largely to a 47% increase in the provision for loan losses and a non-recurring tax benefit recognized in 2Q16, return on equity remained strong, at 20%, while return on assets was a robust 2.4%. Fitch expects DFS's financial performance to remain relatively stable over the near term, as an increase in interest income, stemming from higher interest rates and loan growth, is partially offset by higher credit and funding costs. Loan growth is expected to be fueled by targeted marketing initiatives, new product introductions, innovative rewards programs, and the firm's highly regarded customer service. DFS has exhibited strong growth in its student loan and personal loan portfolios, in particular, which should contribute to the company's strong earnings profile. However, DFS recently announced its intentions to tighten underwriting standards on personal loans, which will slow growth and reduce yields but will likely result in stronger credit performance. Credit performance is expected to continue its normalizing trend as charge-offs and delinquencies rise from what had been historically low levels. DFS recently increased its FY17 net charge-off guidance to 2.7%-2.8%, (about 50bps higher than 2016 losses) due to higher loss severity on older vintages stemming from an increase in consumer leverage. Fitch expects the loan loss provision to increase further in 2H17 primarily driven by the seasoning of new account growth in recent years and lower recoveries on charged-off loans. Credit card net charge-offs increased 52bps year over year, to 2.89% in 1H17, but remained well below the industry average. Reserve coverage for credit card loans remained strong at 3.21% of loans and 160% of loans past due at June 30, 2017. Despite increasing levels of capital distributions to shareholders in recent years, Fitch believes DFS remains well-capitalized. At June 30, 2017, DFS's common equity Tier 1 capital ratio (CET1) was 13.0% on a Basel III transitional and fully-phased in basis. These metrics compare favorably to peers. Additionally, DFS performed well in the most recent Comprehensive Capital Analysis and Review (CCAR). As part of this review, DFS received a non-objection from the Fed on its capital plan in June 2017, which included a 16.7% increase in the quarterly dividend and $2.23 billion of share repurchase authority through 2Q18. The plan equates to a payout ratio greater than 100% of 1H17 annualized earnings compared to a payout ratio of 99% in 2016. Assuming continued strong loan growth and high payouts to shareholders, Fitch expects capital ratios will moderate over time, but that DFS will remain well-capitalized compared to peers. DFS's funding diversity serves as a ratings strength. At June 30, 2017, deposits represented 66% of total funding, with secured debt accounting for 21% and unsecured debt accounting for 13%. Fitch views a greater proportion of deposit funding positively as it reduces funding concentration risk and provides more flexibility in the event that wholesale funding sources (securitization and public debt markets) dry up or become cost prohibitive. Although deposit betas have been relatively modest to date, Fitch expects additional rate hikes by the Fed to result in more significant increases in deposit rates for online banks, including DFS. However, this should be at least partially offset by increasing asset yields. DFS maintains adequate liquidity with strong risk oversight. At June 30, 2017, DFS's liquidity portfolio amounted to $13.9 billion (or 14.9% of tangible assets). Long-term debt maturities consist of $750 million of unsecured holding company notes over the next 12 months, which Fitch believes is manageable. Fitch views DFS's liquidity position as strong and it is expected to remain relatively stable. The Stable Outlook reflects expectations for stable operating performance, strong capitalization and liquidity levels, and solid credit performance relative to the industry over the outlook horizon. SUBORDINATED DEBT AND OTHER HYBRID SECURITIES DFS's subordinated debt rating is rated one notch below the entity's VR of 'bbb+' in accordance with Fitch's assessment of each instrument's respective non-performance and relative loss severity risk profile. The subordinated note rating includes one notch for loss severity given the subordination of these securities in the capital structure, and zero notches of non-performance given contractual limitations on interest payment deferrals and no mandatory trigger events which could adversely impact performance. DFS's preferred stock ratings are rated five notches below DFS's VR of 'bbb+' in accordance with Fitch's assessment of each instrument's respective non-performance and relative loss severity risk profile. The preferred stock ratings include two notches for loss severity given these securities' deep subordination in the capital structure, and three notches for non-performance given that the dividends are non-cumulative and fully discretionary. LONG- AND SHORT-TERM DEPOSIT RATINGS Discover Bank's uninsured deposit ratings of 'A-/F2' are one notch higher than their respective IDRs because uninsured deposits benefit from depositor preference in the U.S. Fitch believes that this preference in the U.S. gives deposit liabilities superior recovery prospects in the event of default. HOLDING COMPANY DFS's IDR and VR are equalized with its bank subsidiary, reflecting its role as the bank holding company, which is mandated in the U.S. to act as a source of strength for its bank subsidiaries. Ratings are also equalized reflecting the very close correlation between holding company and subsidiary failure and default probabilities. SUPPORT RATING AND SUPPORT RATING FLOOR DFS has a Support Rating of '5' and Support Rating Floor of 'NF'. In Fitch's view, DFS is not systemically important, and therefore, the probability of sovereign support is unlikely. DFS's IDRs and VRs do not incorporate any support. RATING SENSITIVITIES VRs, IDRs AND SENIOR DEBT Positive rating momentum could be driven by consistent market share gains in card-based payments, increased revenue diversity, and sustained strong credit performance in all loan categories through the credit cycle. Positive ratings momentum could also be driven by enhanced funding flexibility in the form of retail deposits. In particular, the durability of DFS's internet-based deposit platform during a sustained period of rising interest rates will be a key consideration in evaluating the strength of the company's funding profile. Negative rating action could be driven by a significant decline in profitability associated with slowing loan growth and/or meaningful net interest margin compression, an outsized degradation in credit performance relative to peers, a weakening liquidity profile, significant reductions in capitalization, and/or potential new and more onerous rules and regulations. Negative rating momentum could also be driven by an inability of DFS to maintain its competitive position and profitability in an increasingly digitized payments and consumer lending landscape. The senior unsecured debt ratings are primarily sensitive to changes in the Long-Term IDRs of DFS and Discover Bank. SUBORDINATED DEBT AND OTHER HYBRID SECURITIES The subordinated debt ratings are directly linked to Discover Bank's VR and would move in tandem with any changes in the VR. The preferred stock ratings are directly linked to DFS's VR and would move in tandem with any changes in DFS's credit profile. LONG- AND SHORT-TERM DEPOSIT RATINGS Discover Bank's uninsured deposit ratings are one notch higher than the IDR. The deposit ratings are primarily sensitive to any change in DFS's Long- and Short-Term IDRs. HOLDING COMPANY Should DFS's holding company begin to exhibit signs of weakness, demonstrate trouble accessing the capital markets, or have inadequate cash flow coverage to meet near-Term obligations, there is the potential Fitch could notch the holding company IDR and VR from the ratings of the bank subsidiary. SUPPORT RATING AND SUPPORT RATING FLOOR Since DFS's Support and Support Rating Floors are '5' and 'NF', respectively, there is limited likelihood that these ratings will change over the foreseeable future. Fitch has affirmed the following ratings: Discover Financial Services -- Long-Term IDR at 'BBB+'; -- Viability Rating at 'bbb+'; -- Short-Term IDR at 'F2'; -- Support Rating at '5'; -- Support Rating Floor at 'NF'; -- Senior Unsecured Debt at 'BBB+'; -- Preferred Stock at 'BB-'. Discover Bank -- Long-Term IDR at 'BBB+'; -- Viability Rating at 'bbb+'; -- Short-Term IDR at 'F2'; -- Support Rating at '5'; -- Support Rating Floor at 'NF'; -- Long-Term Deposits at 'A-'; -- Short-Term Deposits at 'F2'; -- Senior Unsecured Debt at 'BBB+'; -- Subordinated Debt at 'BBB'. DORADO COMMUNITY: Sept. 27 Plan Confirmation Hearing ---------------------------------------------------- The Hon. Mildred Caban Flores of the U.S. Bankruptcy Court for the District of Puerto Rico has conditionally approved Dorado Community Health Inc.'s disclosure statement dated Aug. 26, 2017, referring to the Debtor's plan of reorganization. A hearing for the consideration of the final approval of the Disclosure Statement and the confirmation of the Plan will be held on Sept. 27, 2017, at 9:00 a.m. Acceptances or rejections of the Plan may be filed on or before 14 days prior to the date of the hearing on confirmation of the Plan. Any objection to the final approval of the Disclosure Statement and the confirmation of the Plan must be filed on or before 14 days prior to the date of the hearing on confirmation of the Plan. As reported by the Troubled Company Reporter on Sept. 4, 2017, the Debtor filed with the Court a disclosure statement dated Aug. 26, 2017, referring to the Debtor's plan of reorganization dated Aug. 20, 2017, which states that General unsecured Claims are impaired by the Plan. On the consummation date, the entire Class 3 claimants will receive from the Debtor a non-negotiable, non-interest bearing promissory note, dated as of the Effective Date, providing for a total amount of $10,000 which will be payable in consecutive monthly installments of $166.67 during a period of five years, starting on the Effective Date; with a monthly pro-rata distribution among all members of this Class 3. About Dorado Community Health, Inc. Dorado Community Health Inc., filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 17-01565) on March 7, 2017, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Jaime Rodriguez Perez, Esq., at Hatillo Law Office. The Debtor hired Fuertes & Fuertes Law Office, as counsel; and Julio Borges-Alvarado, as accountant. Acting U.S. Trustee, Guy G. Gebhardt, filed a Notice of Appointment before the U.S. Bankruptcy Court for the District of Puerto Rico naming Edna Diaz De Jesus as the Patient Care Ombudsman for Dorado Community Health, Inc. DUNDEE ENERGY: TSX Delists Common Shares ---------------------------------------- Dundee Energy Limited on Sept. 8, 2017, disclosed that further to its press release dated August 11, 2017, as a result of the delisting review conducted by the Toronto Stock Exchange ("TSX"), the common shares of the Corporation will be delisted from the TSX at the close of markets on September 11, 2017. Until the reorganization proceedings under the Bankruptcy and Insolvency Act involving wholly owned entities of the Corporation (as announced August 15, 2017) are concluded, the Corporation does not intend to apply to list the common shares of the Corporation on another Canadian stock exchange. About Dundee Energy Dundee Energy Limited is a Canadian-based oil and natural gas Corporation with a mandate to create long-term value for its shareholders through the exploration, development, production and marketing of oil and natural gas, and through other high impact energy projects. Dundee Energy holds interests, both directly and indirectly, in the largest accumulation of producing oil and gas assets in Ontario and, through a preferred share investment, in certain exploration and evaluation programs for oil and natural gas offshore Tunisia. EAGLEVIEW TECHNOLOGY: Loan Upsize Plan No Impact on Moody's B3 CFR ------------------------------------------------------------------ Moody's Investors Service said EagleView Technology Corporation's recently announced plan to upsize its existing first-lien term loan by $100 million to $336 million and use the proceeds to fully repay the second-lien term loan facility, does not impact the B3 Corporate Family Rating (CFR), however it will cause a one notch downgrade of the first-lien credit facilities rating to B3 from B2. Headquartered in Seattle, Washington, EagleView Technology Corporation is a leading provider of 3D aerial measurement services to the government, property & casualty insurance and residential construction markets. EAGLEVIEW TECHNOLOGY: S&P Lowers First-Lien Debt Rating to 'B' -------------------------------------------------------------- S&P Global Ratings lowered its issue-level rating on Bothell, Wash.-based oblique aerial imagery and 3D measurement software solutions provider EagleView Technology Corp.'s first-lien debt to 'B' from 'B+' and revised the recovery rating to '3' from '2'. S&P said, "The '3' recovery rating reflects our expectation for meaningful recovery (50%-70%; rounded estimate: 55%) in the event of payment default. EagleView plans to issue a $100 million first-lien term loan add-on, which we expect the company will use to repay its $100 million second-lien term loan. We also affirmed the 'CCC+' issue-level with a '6' recovery rating on the second-lien term loan, which we expect to withdraw when the transaction closes. The '6' recovery rating reflects our expectation for negligible recovery (0%-10%; rounded estimate: 0%). "The proposed transaction does not affect our 'B' corporate credit rating on EagleView. We view this transaction as leverage neutral. The corporate credit rating reflects EagleView's high leverage, small operating scale with roughly $200 million of revenue with limited presence outside of the U.S., and exposure to a highly weather-dependent operating environment. Partly offsetting these risks are the company's leadership position in the narrow aerial imagery services market, coupled with its high renewal rates and recurring revenue base." RECOVERY ANALYSIS Key Analytical Factors S&P said, "To trigger a payment default, we estimate that EBITDA would need to decline materially such that the company's cash flow would not cover its interest expense, debt amortization, and maintenance capital outlays, including nondiscretionary research and development (R&D) investments. We value the company as a going concern to estimate recovery because we believe that following a payment default, the company is likely to be reorganized rather than liquidated. Its long-standing contracts, deep integration into government-related services, and historical image database make an attractive acquisition target. "We apply a conservative 6x EBITDA multiple to our assumed distressed emergence EBITDA of $37 million to arrive at a gross enterprise value of approximately $220 million." Simulated default assumptions -- Simulated year of default: 2020 -- EBITDA at emergence: $37 million -- EBITDA multiple: 6x -- Revolving facility utilization at default: 85% Simplified waterfall -- Net enterprise value (after 5% administrative costs):$210 million -- Valuation split in % (obligors/nonobligors): 100/0 -- Value available for first-lien debt claims: $210 million (including collateral available to secured debt and unpledged value from nonobligors) -- Secured first-lien debt claims: $354 million -- Recovery expectations: 50%-70% (rounded estimate: 55%) All debt amounts include six months of prepetition interest. RATINGS LIST EagleView Technology Corp. Corporate Credit Rating B/Stable/-- Issue-Level Ratings Lowered; Recovery Ratings Revised To From EagleView Technology Corp. Senior Secured 1st Lien B B+ Recovery Rating 3(55%) 2(80%) Ratings Affirmed; Recovery Ratings Unchanged EagleView Technology Corp. Senior Secured 2nd Lien CCC+ Recovery Rating 6(0%) EDWARD J. MALIK: O'Bannon to Get $95K with No Interest Over 5 Years ------------------------------------------------------------------- Edward J. Malik, O.D., Chartered and Associates filed with the U.S. Bankruptcy Court for the District of Nevada a second amended disclosure statement explaining their first amended plan of reorganization. Class 3(b) consists of the disputed unsecured claim of O'Bannon Development, LLC. This claim is of a lessor for damages resulting from the termination of a lease of real property and is therefore governed and limited by 11 U.S.C. section 502(b)(6). The Debtor scheduled this claim in the amount of $65,400 for rent subject to Section 502(b) allowance. Creditor O'Bannon Development, LLC filed proof of claim 7 asserting a claim for $348,603.10, purportedly for rent, CAMS, lease termination damages, and nontermination damages. The Debtor and O'Bannon have settled this claim. O'Bannon initiated prepetition litigation against the Debtor, and the Debtor, in turn, may have possible counterclaims and business interruption claims against O'Bannon. Based on the foregoing, Debtor believes that this claim is substantially dissimilar to the claims of other unsecured creditors. The Debtor and O'Bannon have reached a settlement agreement concerning the payment of this claim. The Debtor will pay O'Bannon $95,000 over five years with no interest, with equal monthly payments to commence on the first day of the month following the Effective Date. A full-text copy of the Redlined Version of the Second Amended Disclosure Statement is available at: http://bankrupt.com/misc/nvb16-16872-82.pdf About Edward J. Malik O.D. Edward J. Malik O.D. Chartered and Associates owns and operates an optometry practice. It sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 16-16872) on Dec. 30, 2016. Edward J. Malik, president, signed the petition. The Debtor is represented by Nedda Ghandi, Esq., at Ghandi Deeter Blackham. At the time of filing, the Debtor estimated $100,000 to $500,000 in assets and $500,000 to $1 million in liabilities. EMMAUS LIFE: Grants Megapharm License to Sell Endari ---------------------------------------------------- Emmaus Life Sciences, Inc., signed a distributor agreement, effective as of Aug. 23, 2017, with Megapharm Ltd., an Israeli Corporation, under which the Company granted Megapharm the exclusive rights to distribute Endari (L-glutamine oral powder) in Israel and the Palestinian Authority, or the territories. The term of the distributor agreement is for seven years from the product registration approval in the territories, unless earlier terminated as provided therein, and will renew automatically for successive one-year terms unless terminated by either party by written notice to the other party no less than 60 days prior to the date the term would renew. In the distributor agreement, Megapharm agrees to use its reasonable best efforts to actively and diligently promote the sale of Endari in the territories and to maintain a competent and experienced sales force to serve each of the territories. Megapharm also agrees in the distributor agreement to purchase from us specified annual minimum quantities of Endari during each of the first five years of the term. The distributor agreement contains customary representations and warranties of the parties and customary mutual indemnification provisions. About Emmaus Life Headquartered in Torrance, California, Emmaus Life Sciences, Inc., is engaged in the discovery, development, and commercialization of treatments and therapies primarily for rare and orphan diseases. Emmaus Life Sciences reported a net loss of $21.17 million on $461,591 of net revenues for the year ended Dec. 31, 2016, compared to a net loss of $13.50 million on $590,114 of net revenues for the year ended Dec. 31, 2015. As of June 30, 2017, Emmaus Life had $48.42 million in total assets, $76.17 million in total liabilities, and a total stockholders' deficit of $27.74 million. SingerLewak 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, its total liabilities exceed its total assets and it has an accumulated stockholders' deficit. This raises substantial doubt about the Company's ability to continue as a going concern. ENERGY CONVERSION: Credit Suisse Wins Class Action By Shareholders ------------------------------------------------------------------ Michael Phillis, writing for Bankruptcy Law360, reports that New York federal judge Sarah Netburn ruled in favor of Credit Suisse International in a proposed class action brought by shareholders of Energy Conversion Devices Inc. Law360 relates that the shareholders alleged that the bank pushed the Debtor into bankruptcy by manipulating the market for the Debtor's stock through short selling. According to Law360, Judge Netburn granted summary judgment to Credit Suisse on all claims and threw out expert testimony that supported bedrock allegations made by the investors. About Energy Conversion Energy Conversion Devices -- http://energyconversiondevices.com/-- has a renowned 51 year history since its formation in Detroit, Michigan and has been a pioneer in materials science and renewable energy technology development. The company has been awarded over 500 U.S. patents and international counterparts for its achievements. ECD's United Solar wholly owned subsidiary has been a global leader in building-integrated and rooftop photovoltaics for over 25 years. The company manufactures, sells and installs thin-film solar laminates that convert sunlight to clean, renewable energy using proprietary technology. ECD and affiliate United Solar Ovonic LLC sought Chapter 11 protection (Bankr. E.D. Mich. Case No. 12-43166 and 12-43167) on Feb. 14, 2012. Affiliate Solar Integrated Technologies, Inc., filed a petition for relief under Chapter 7 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 12-43169) on the same day. William Christopher Andrews, chief financial officer and executive vice president, signed the petitions. Judge Thomas J. Tucker presides over the cases. Aaron M. Silver, Esq., Judy B. Calton, Esq., and Robert B. Weiss, Esq., at Honigman Miller Schwartz & Cohn LLP, in Detroit, Michigan, serve as counsel to the Debtors. ECD estimated assets and debt between $100 million and $500 million as of the Petition Date. ECD had estimated in court papers that it was worth $986 million, based on nearly $800 million of investment in the manufacturing unit. An official committee of unsecured creditors has been appointed in the Chapter 11 case. Foley and Lardner, LLP, represents the Committee and Scouler & Company, LLC, serves as financial advisor. The Debtors canceled an auction to sell USO as a going concern and discontinued the court-approved sale process after failing to receive an acceptable qualified bid by the bid deadline. Quarton Partners served as the companies' investment banker. The Debtors also hired auction services provider Hilco Industrial to prepare for an orderly sale of the companies' assets. In August 2012, the Debtors won confirmation of their Second Amended Chapter 11 Plan of Liquidation. The Plan was declared effective in September 2012. Under the Plan, unsecured creditors owed up to $337 million in claims were to expect a recovery between 50.1% and 59.3%. The Plan creates a trust to sell remaining assets and distribute proceeds in the order of priority laid out in bankruptcy law. ENERGY FUTURE: Non-EFH Debtor Intercompany Claimants to Get 0% -------------------------------------------------------------- Energy Future Holdings Corp, Energy Future Intermediate Holding Company LLC, and the EFH/EFIH Debtors filed with the U.S. Bankruptcy Court for the District of Delaware a disclosure statement dated Aug. 23, 2017, for the first amended joint plan of reorganization. Holders of Class A13 Non-EFH Debtor Intercompany Claims will recover 0% under Plan. Non-EFH Debtor Intercompany Claims will be canceled and released without any distribution on account of claims. This class is impaired. This class includes Holders of any claim, other than the TCEH Settlement Claim, by any direct or indirect subsidiary of EFH Corp. (other than EFH Debtor) against an EFH Debtor, including any Claims derived from or based upon EFH Legacy Notes held by EFIH. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/deb14-10979-11806.pdf As reported by the Troubled Company Reporter on July 19, 2017, the Debtors filed a disclosure statement for their joint plan of reorganization, dated July 7, 2017, stating that the all-cash consideration for reorganized EFH is $9 billion implying an equity value of approximately $11.25 billion for 100% of Oncor and is subject to closing conditions, including the receipt of required state, federal and bankruptcy court approvals. The transaction is currently expected to be completed in the fourth quarter of 2017. About Energy Future Energy Future Holdings Corp., formerly known as TXU Corp., is a privately held diversified energy holding company with a portfolio of competitive and regulated energy businesses in Texas. Oncor, an 80 percent-owned entity within the EFH group, is the largest regulated transmission and distribution utility in Texas. The Company delivers electricity to roughly three million delivery points in and around Dallas-Fort Worth. EFH Corp. was created in October 2007 in a $45 billion leverage buyout of Texas power company TXU in a deal led by private-equity companies Kohlberg Kravis Roberts & Co. and TPG Inc. On April 29, 2014, Energy Future Holdings and 70 affiliated companies sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10979) after reaching a deal with some key financial stakeholders to keep its businesses operating while reducing its roughly $40 billion in debt. The Debtors' cases have been assigned to Judge Christopher S. Sontchi (CSS). As of Dec. 31, 2013, EFH Corp. reported assets of $36.4 billion in book value and liabilities of $49.7 billion. The Debtors have $42 billion of funded indebtedness. EFH's legal advisor for the Chapter 11 proceedings is Kirkland & Ellis LLP, its financial advisor is Evercore Partners and its restructuring advisor is Alvarez & Marsal. The TCEH first lien lenders supporting the restructuring agreement are represented by Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor, and Millstein & Co., LLC, as financial advisor. The EFIH unsecured creditors supporting the restructuring Agreement are represented by Akin Gump Strauss Hauer & Feld LLP, as legal advisor, and Centerview Partners, as financial advisor. The EFH equity holders supporting the restructuring agreement are represented by Wachtell, Lipton, Rosen & Katz, as legal advisor, and Blackstone Advisory Partners LP, as financial advisor. Epiq Systems is the claims agent. Wilmington Savings Fund Society, FSB, the successor trustee for the second-lien noteholders owed about $1.6 billion, is represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S. Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq., Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq. On May 13, 2014, the U.S. Trustee appointed the Official Committee of TCEH Unsecured Creditors in the Chapter 11 Cases. The TCEH Committee is composed of (a) the Pension Benefit Guaranty Corporation; (b) HCL America, Inc.; (c) BNY, as Indenture Trustee under the EFCH 2037 Notes due 2037 and the PCRBs; (d) LDTC, as Indenture Trustee under the TCEH Unsecured Notes; (e) Holt Texas LTD, d/b/a Holt Cat; (f) ADA Carbon Solutions (Red River); and (g) Wilmington Savings, as Indenture Trustee under the TCEH Second Lien Notes. The TCEH Committee retained Morrison & Foerster LLP as counsel; Polsinelli PC as co-counsel and conflicts counsel; Lazard Freres & Co. LLC as investment banker; FTI Consulting, Inc. as financial advisor; and Charles River Associates as an energy consultant. On Oct. 27, 2014, the U.S. Trustee appointed the Official Committee of Unsecured Creditors representing the interests of the unsecured creditors for EFH, EFIH, EFIH Finance, and EECI, Inc. The EFH/EFIH Committee is composed of (a) American Stock Transfer & Trust Company, LLC; (b) Brown & Zhou, LLC c/o Belleair Aviation, LLC; (c) Peter Tinkham; (d) Shirley Fenicle, as successor-in-interest to the Estate of George Fenicle; and (e) David William Fahy. The EFH/EFIH Committee retained Montgomery, McCracken, Walker & Rhodes, LLP, as co-counsel and conflicts counsel; AlixPartners, LLP, as restructuring advisor; Sullivan & Cromwell LLC as counsel; Guggenheim Securities as investment banker; and Kurtzman Carson Consultants LLC as noticing agent for both the TCEH Committee and the EFH/EFIH Committee. Given the size and complexity of the Chapter 11 Cases, the U.S. Trustee proposed, and the Debtors and the TCEH Committee agreed, to recommend that the Bankruptcy Court appoint a committee to, among other things, review and report as appropriate on fee applications and statements submitted by the professionals paid for by the Debtors' Estates. The Fee Committee is comprised of four members: (a) one member appointed by and representative of the Debtors (Cecily Gooch, Vice President and Special Counsel for Restructuring, Energy Future Holdings); (b) one member appointed by and representative of the TCEH Creditors' Committee (Peter Kravitz, Principal and General Counsel, Province Capital); (c) one member appointed by and representative of the U.S. Trustee (Richard L. Schepacarter, Trial Attorney, Office of the United States Trustee); and (d) one independent member (Richard Gitlin, of Gitlin and Company, LLC). The Fee Committee retained Godfrey & Kahn, S.C. as counsel; and Phillips, Goldman & Spence, P.A. as co-counsel. * * * On Aug. 29, 2016, Judge Sontchi confirmed the Chapter 11 exit Plans of two of Energy Future Holdings Corp.'s subsidiaries, power generator Luminant and retail electricity provider TXU Energy Inc. (the "T-Side Debtors"). The Plan became effective on Oct. 3, 2016. On Aug. 20, 2017, Sempra Energy (NYSE: SRE) announced an agreement to acquire Energy Future Holdings Corp. (Energy Future), the indirect owner of 80 percent of Oncor Electric Delivery Company, LLC (Oncor), operator of the largest electric transmission and distribution system in Texas. Under the agreement, Sempra Energy will pay approximately $9.45 billion in cash to acquire Energy Future and its ownership in Oncor, while taking a major step forward in resolving Energy Future's long-running bankruptcy case. The enterprise value of the transaction is approximately $18.8 billion, including the assumption of Oncor's debt. ERATH IRON: Files Chapter 11 Plan of Liquidation ------------------------------------------------ Erath Iron and Metal, Inc., and Erath Iron and Metal, RE LLC, on August 24, 2017, filed with the U.S. Bankruptcy Court for the Northern District of Texas a disclosure statement with respect to their joint chapter 11 Plan of liquidation. The Plan is designed to accomplish the liquidation of the remaining assets of the Debtor's Estate and provide a mechanism for the Distribution of the proceeds of such liquidation to beneficiaries of the Estate. The Plan contemplates the continuing existence of the Debtor and provides for the creation of a Liquidation Trust consisting of a Liquidation Trustee and a Liquidation Trust Committee. On the Effective Date of the Plan, the Debtor shall convey all of its Assets to the Liquidation Trust. The purpose of the Liquidation Trust is to effectuate the administration and orderly liquidation of the Estate’s remaining Assets, including Causes of Action. The Trust’s beneficiaries are Holders of Allowed Claims against or Equity Interests in the Debtor. The Plan provides that, from and after the Effective Date, the Debtor will continue to exist as a separate corporate entity or other business-entity form until dissolved by the Debtor, which shall not occur without prior permission from the Bankruptcy Court until 30 days after the Final Distribution Date. The Debtor's actions after the Effective Date include winding up the Debtor’s affairs; distributing proceeds of all Assets consistent with the Plan; and filing appropriate tax returns. Under the Plan, the Surviving Officer, Nicolle Boyd, will administer the Plan on the Debtor's behalf in a manner consistent with the Plan. Class 3 under the liquidation plan consists of the general unsecured claims of Erath Iron and Metal, Inc. Each Holder of an Allowed Class 3 General Unsecured Claim against the Debtor and/or the Estate shall be entitled to receive its Pro Rata share of the net proceeds of the Assets of Erath Iron and Metal, Inc., The Liquidating Trustee may make multiple Distributions to Holders of Allowed Class 3 General Unsecured Claims, and shall endeavor to make Distributions at least on an annual basis. Estimated recovery is unknown for this class. Class 4 consists of the general unsecured claims of Erath Iron and Metal RE, LLC. Each Holder of an Allowed Class 4 General Unsecured Claim against the Debtor and/or the Estate shall be entitled to receive its Pro Rata share of the net proceeds of the Assets of Erath Iron and Metal RE, LLC, The Liquidating Trustee may make multiple Distributions to Holders of Allowed Class 4 General Unsecured Claims, and shall endeavor to make Distributions at least on an annual basis. Estimated recovery is also unknown for this class. Funds needed to make distributions under the Plan will come from the Debtors' sale of their remaining assets and the Causes of Action. The Causes of Action are comprised of preferential transfer causes of actions and potential causes of actions against John Bradley Boyd for fraudulent conveyances that he orchestrated during the four years prior to the Debtors' bankruptcies. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/txnb17-40693-11-291.pdf About Erath Iron and Metal Based in Stephenville, Texas, Erath Iron and Metal, Inc., buys and sells metal recyclable material in Erath Bosque, Eastland, Johnson, Stephens and Howard Counties, Texas. Erath Iron and Metal, Inc., and related entity Erath Iron and Metal, RE LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 17-40693) on Feb. 22, 2017. Nicolle Boyd, president, signed the petitions. At the time of the filing, the Debtor disclosed $21.87 million in assets and $4.73 million in liabilities. Judge Mark X. Mullin is the case judge. The Debtor is represented by Russell W. King, Esq., and Tracy L. King, Esq., at King Law Offices, P.C. No trustee, examiner or creditors' committee has been appointed in the case. ERIK SAMUEL DE JONG: JLE Entitled to $101K in Damages ----------------------------------------------------- Judge Paul Sala of the U.S. Bankruptcy Court for the District of Arizona determined that JLE-04 Parker, L.L.C., is entitled to file a prepetition claim in the amount of $579,072.51 and postpetition claim in the amount of $437,280.59 reflecting the benefit obtained by Debtors Erik Samuel and Daryl Lynn de Jong from trespassing on JLE's property. The Bankruptcy Appellate Panel determined that the Debtors' net profits are the proper measure of JLE's recovery. In determining the Debtors' net profits, the BAP instructed that silage usage should be accounted as an expense. The court's prior determination accounted for silage as an expense prior to calculating the Debtors' net profits. Accordingly, the court's prior determination that the Debtors' profited by trespassing on JLE's property in the amount of $191,541.45 pre-petition and $521,644.79 post-petition, is the correct calculation of the benefit received by the Debtors. A full-text copy of Judge Sala's Memorandum Decision dated Sept. 5, 2017, is available at: http://bankrupt.com/misc/azb2-14-00886-803.pdf The bankruptcy case is In re ERIK SAMUEL & DARYL LYNN DE JONG, Case No. 2:14-BK-00886-PS (Bankr. D. Ariz.). ETERNAL ENTERPRISE: Wants to Use Cash to Pay Outstanding Invoices ----------------------------------------------------------------- Eternal Enterprise, Inc., seeks authorization from the U.S. Bankruptcy Court for the District of Connecticut for its use of operating funds and the insurance proceeds in the amount of $129,062 to pay A.D. Property Management for outstanding invoices for Emergency, Security and Additional Services provided to the Debtor from June 2016 through August 2017. The Debtor seeks to pay to A.D. Property Management the aggregate amount of $74,386 consisting of the following amounts for the following services incurred: (a) the sum of $13,224 for security services provided at 270 Laurel for the period June 1, 2017 through and including June 30, 2017, previously approved and paid for by the insurance company; (b) the sum of $14,268 for security services provided at 270 Laurel for the period July 1, 2017 through and including July 31, 2017, previously approved and paid for by the insurance company; (c) the anticipated sum of $13,572 for security services provided at 270 Laurel for the period August 1, 2017 through August 31, 2017, previously approved and paid for by the insurance company; (d) the sum of $10,150 for unpaid repairs done prior to the fire at 270 Laurel. This expense was included in the Debtor's proposed June 2016 budget which was approved by the Court. However, at that time it was agreed by the parties with approval from the Court that this expense as well as others would be carried over due to the loss of rental income; (e) the sum of $3,480 for snow removal and landscaping services provided at 270 Laurel for the period of January 1, 2017 through August 31, 2017, which was not included in the approved budgets because it was not included in the operating expenses, and should be reimbursed from the business interruption insurance; (f) the sum of $28,843 for repairs due to fire at 21 Evergreen; and (g) the sum of $45,525 for emergency services due to fire at 21 Evergreen. On June 6, 2016, a fire occurred at 270 Laurel Street, Hartford, Connecticut, which caused significant damage. Currently, the Property is uninhabitable and there are currently no tenants living there. The Debtor holds an insurance policy through USI backed by Lloyd's of London to protect the Property. The Debtor has employed Vin Vizzo Adjusters, LLC as its private insurance adjuster for this claim, as well as the Debtor's claim for the damages caused by a fire on February 2, 2017 at 21 Evergreen Avenue, Hartford, Connecticut. The Debtor asserts that the properties are subject to a consensual lien as the result of a mortgage on the Property, initially held by Astoria Federal Mortgage Corp., and currently held by Hartford Holdings, LLC. The Debtor submits that the requested expenses have been negotiated and approved through the insurance company. The Debtor also submits that there are no grounds to dispute this invoices and that Hartford Holdings, Inc. should have no objections as these expenses are necessary to maintain the properties and are covered under the claims paid and to be paid by the insurance. A full-text copy of the Debtor's Motion, dated August 24, 2017, is available at https://is.gd/3hfIC7 About Eternal Enterprise Eternal Enterprises Inc. -- http://www.eternalenterprises.net/-- was initially started in 1997 for the purpose of managing and owning low income apartment buildings in Hartford, Connecticut. Since its inception, Eternal has been a family business primarily operated by spouses, Vera Mladen and Dusan Mladen, and their son, Goran Mladen. Eternal Enterprises, which owns and manages eight properties located in Hartford, Connecticut, filed a Chapter 11 bankruptcy petition (Bankr. D. Conn. Case No. 14-20292) on Feb. 19, 2014. Vera Mladen, president, signed the petition. Judge Ann M. Nevins presides over the case. Irene Costello, Esq., at Shipkevich, PLLC, serves as counsel to the Debtor, while Greene Law, PC, acts as special counsel. Lakeshore Realty has been tapped as broker to the Debtor. The Debtor estimated assets at $50,000 to $100,000 and debt at $1 million to $10 million at the time of the Chapter 11 filing. * * * On Feb. 8, 2017, the Debtor filed a disclosure statement, which explains its Chapter 11 plan of reorganization. The Plan proposes to pay general unsecured creditors in full in cash. FELCOR LODGING: Moody's Hikes CFR & Senior Unsecured Rating to B1 ----------------------------------------------------------------- Moody's Investors Service upgraded all ratings of FelCor Lodging Limited Partnership, including its corporate family and senior unsecured ratings to B1 from B2. The outlook is stable. This rating action follows the closing of the merger of FelCor into RLJ Lodging Trust ("RLJ"), an unrated entity, on August 31, 2017. FelCor survives as a wholly-owned indirect subsidiary of RLJ, all outstanding debt instruments continue to be held at the subsidiary level. The following ratings were upgraded: FelCor Lodging Limited Partnership -- corporate family rating to B1 from B2; senior secured regular bond/debenture to Ba3 from B1; senior unsecured regular bond/debenture to B1 from B2. The following ratings were withdrawn: FelCor Lodging Trust Incorporated -- corporate family rating at B2; preferred stock at Caa1. RATINGS RATIONALE The rating upgrade reflects FelCor's improved credit and operating profile following the merger. Post merger Felcor's standalone credit metrics are expected to be stronger with effective leverage, operating leverage, fixed charge and an unencumbered assets at levels commensurate with a B1 senior unsecured debt rating. FelCor will also be now part of a meaningfully larger enterprise, leading it to realize greater economies of scale, which will drive operating cost benefits and lower its cost of capital. Moody's highlights that the merger of FelCor to RLJ creates a combined portfolio that includes 158 hotels in 26 states and the District of Columbia, diversified across Marriott, Hilton, Hyatt and Wyndham flags. Moody's stated that future upward rating pressure on FelCor's ratings would be predicated on the entity's operating results, including a sound capital structure and modest overall leverage. A maintenance of Net Debt/EBITDA below 5.0x and fixed charge coverage approaching 3.5x as well as an improvement in liquidity position with a large unencumbered asset pool would also be a key component to a ratings upgrade. A rating downgrade would likely reflect a shift in capital structure resulting in Net Debt/EBITDA above 6.0x and fixed charge coverage falling below 2.0x on a consistent basis. Downward ratings pressure would also emerge from a reduction of unencumbered assets at the standalone FelCor subsidiary. Moody's last rating action with respect to FelCor was on April 25, 2017 when Moody's affirmed FelCor's B2 senior unsecured and corporate family ratings following the merger announcement with RLJ Lodging Trust. Concurrently, FelCor's rating outlook was revised to positive from stable. FelCor Lodging Limited Partnership is a real estate investment trust headquartered in Irving, TX. It is a wholly-owned indirect subsidiary of RLJ Lodging Trust [NYSE: RLJ]. FelCor owns interests in 37 properties located in major and resort markets throughout the U.S. FelCor partners with leading hotel companies to operate its hotels, which are flagged under well-known brands and premier independent hotels. At June 30, 2017, FelCor reported total assets of $1.7B and total equity of $169M. The principal methodology used in these ratings was Global Rating Methodology for REITs and Other Commercial Property Firms published in July 2010. FINJAN HOLDINGS: Launches Mobile Browser for Apple and Android -------------------------------------------------------------- Finjan Holdings, Inc., announced that its subsidiary Finjan Mobile, Inc., has released VitalSecurity Gen 4.0 Secure Mobile Browser (VitalSecurityVPNTM). Designed for ease of use, VitalSecurityVPN is the first fully functional browser with an integrated VPN for use on Apple and Android platforms, as well as a unique combination of cutting-edge security and privacy features including alerts about suspicious or dangerous web pages, ability to opt out of tracking data, and biometric access. "Information from online service providers has historically been hard to come by and consumers are often unaware of the sacrifices to personal data and security when simply searching the internet from their mobile devices. VitalSecurityVPN is a culmination of two years of internal R&D, the integration of Finjan's enterprise-grade technology and listening to our customers' feedback. We are proud of our end-product," said Phil Hartstein, Finjan Holdings' president and CEO. "With VitalSecurityVPN, users not only have the most reliable internet connection available, but also a host of browser privacy and security tools that puts transparency and control back into their hands." In conjunction with this launch, a leading U.S. mobile service provider will be preloading VitalSecurityVPN onto select Android devices. The browser's privacy and security features, made possible through Finjan's patented, enterprise-grade technology, enable full transparency of the browsing experience while guarding a user's privacy without collecting any personal data. Key features include: * Integrated VPN will allow users to connect to virtual locations worldwide * Traffic is encrypted and users' location is masked from other apps and websites * Passcode and opt-in biometric Touch ID security * Complete browser functionality including tabs, history, and bookmarks * Tracker detection and blocking allow users to effortlessly identify and turn off unwanted trackers on any web page in four categories (Advertising, Analytics, Content, and Social) * Virus scanning and security reporting that alerts users to the safety level of every web page visited in three categories (Safe, Suspicious, Danger) The App is available for download on the IOS and Android platforms in the iTunes and Google Play stores and the VPN can be downloaded for Mac and Windows on FinjanMobile.com. The VPN is free for use of up to 1GB of VPN data per month. About Finjan Established nearly 20 years ago, Finjan -- http://www.finjan.com/ -- is a cybersecurity company. Finjan's inventions are embedded within a strong portfolio of patents focusing on software and hardware technologies capable of proactively detecting previously unknown and emerging threats on a real-time, behavior-based basis. Finjan continues to grow through investments in innovation, strategic acquisitions, and partnerships promoting economic advancement and job creation. Finjan reported a net loss attributable to common stockholders of $6.43 million for the year ended Dec. 31, 2016, a net loss attributable to common stockholders of $12.60 million for the year ended Dec. 31, 2015, and a net loss of $10.47 million for the year ended Dec. 31, 2014. As of June 30, 2017, Finjan had $43.42 million in total assets, $7.64 million in total liabilities, $18 million in Series A-1 preferred stock and $17.77 million in total stockholders' equity. FLORIDA ORGANIC: Retains Equity Partners to Seek Buyer for Assets ----------------------------------------------------------------- By order of the US Bankruptcy Court for the Southern District of Florida, Case Nos. 17-21251-EPK & 17-15012-EPK, Equity Partners HG will conduct the auction of Florida Organic Aquaculture LLC ("The Company"), along with the assets of Sustainable Aquaculture Initiative, LLC, on October 3, 2017. The Company had retained Equity Partners HG to seek a buyer for the state-of-the-art, technology-driven shrimp farming operation. Located on 100 acres in Southern Florida, the Company breeds, processes and sells all-natural shrimp for the US domestic market in a scientifically advanced, indoor and bio-secure aquaculture facility. Florida Organic Aquaculture has focused their research on alternative shrimp dietary approaches and developing successful cultivation processing techniques. A water treatment methodology and emergency back-up devices maintain perfect growing conditions year-round. The Company's technological advantages have eliminated the limitations faced by competitors allowing production yields of approximately 20 times more shrimp than traditional pen and pond farms. These production methods enable faster grow out, making it practical to sell shrimp that command up to twice the price of commodity sizes. Finished products are currently sold directly to a tier one grocery chain, seafood wholesalers and several prominent seafood restaurants. Future opportunities include franchising out the Company's technology and know-how, to become the leader in the shrimp farming market. To date the company has had inquiries to create sister projects in California, Hawaii, and Wyoming, as well as from Europe, China, and the Middle East. The Company is also developing a value add component to leverage their shrimp and create additional revenue. Hank Waida, a Managing Director at Equity Partners HG, says that "This is an excellent opportunity to invest in or purchase a state-of-the-art shrimp farming operation with infrastructure in place to quickly expand as needed." The bid deadline for all firm bids and deposits is September 29, 2016 to Hank Waida at Equity Partners HG. The bid deadline to be considered as the "Stalking Horse" bid is September 15, 2017. Equity Partners HG, formerly "Heritage Equity Partners", based in Easton, MD, provides investment banking services and has completed in excess of 400 engagements throughout the United States since 1988. About Florida Organic Aquaculture Based in Jupiter, Florida, Florida Organic Aquaculture, LLC, is engaged in shrimp cultivation using energy-efficient and sustainable aquaculture techniques. Florida Organic Aquaculture sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 17-15012) on April 24, 2017. The petition was signed by Clifford Morris, managing member. At the time of the filing, the Debtor estimated its assets and debts at $10 million to $50 million. The case is assigned to Judge Erik P. Kimball. Malinda L. Hayes, Esq., at Markarian Frank & Hayes serves as the Debtor's bankruptcy counsel. On July 21, 2017, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization. FLOWORKS INT'L: Moody's Lowers CFR to Ca; Outlook Stable -------------------------------------------------------- Moody's Investors Service has downgraded Floworks International LLC's corporate family rating to Ca from Caa3 and its probability of default rating to Ca-PD/LD from Caa3-PD. The ratings downgrades reflect the company's very weak operating results and credit metrics and the completion of the exchange of its senior secured notes. The ratings outlook is stable. Downgrades: Issuer: Floworks International LLC. -- Probability of Default Rating, Downgraded to Ca-PD /LD (/LD appended) from Caa3-PD -- Corporate Family Rating, Downgraded to Ca from Caa3 Outlook Actions: -- Outlook, Changed To Stable From Negative RATINGS RATIONALE The LD designation reflects Moody's view that the recent note exchange constitutes a distressed exchange under Moody's definition of default. Moody's definition of default is intended to capture events whereby issuers fail to meet debt service obligations outlined in their original debt agreements. Moody's will remove the LD designation from the probability of default rating in one business day. At that time, Moody's will withdraw Floworks ratings since the senior secured notes were its only rated debt and all of the notes have been exchanged for equity and a new term loan at a substantial discount to the face value of the notes. The rating on the notes has been withdrawn. Floworks' Ca corporate family rating reflects its small size, very weak credit metrics, negative LTM EBITDA generation, reliance on the cyclical downstream energy sector, and the highly competitive dynamics that is typical of the pipe, valve and fittings (PVF) distribution sector. The ratings are supported by the company's exposure to MRO activity, long-term relationships with large and well-established customers as well as the countercyclical working capital needs and limited capital expenditure requirements of the distribution business model. Floworks LLC, headquartered in Houston, Texas, is a distributor and supplier of pipe, valves, fittings (PVF) and related products to the energy and industrial sectors. The company operates in two segments: Valves and Automation (60% of LTM revenues) is a distributor of manual and automated valve products and accessories for the petrochemical, refining, upstream and midstream oil & gas, power generation, mining, marine and other industrial end-markets; Pipe, Fitting, Flanges (PFF) (40% of LTM revenues) is a distributor of pipe, fittings, flanges and other products primarily for the petrochemical, refining, mining and power generation industries. The company operates out of approximately 40 branch locations throughout the United States, Canada, Saudi Arabia and China. The principal methodology used in these ratings was Distribution & Supply Chain Services Industry published in December 2015. FRIENDSHIP VILLAGE: Sept. 20 Hearing on Disclosures Approval ------------------------------------------------------------ Judge LaShonda A. Hunt of the U.S. Bankruptcy Court for the Northern District of Illinois will convene a hearing on Sept. 20, 2017, to consider approval of Friendship Village of Mill Creek, NFPs amended disclosure statement in support of its joint plan of reorganization dated August 31, 2017. Sept. 18, 2017, is fixed as the last day for ﬁling and serving written objections to the disclosure statement. Class 4 under the plan consists of all nonpriority unsecured claims against the Debtor. Each holder of an Allowed Unsecured Nonpriority Claim will receive payment in Cash of their pro rata share of the Unencumbered Assets on the latest of the third Business Day after the Effective Date or as soon as practicable thereafter as determined by the Disbursing Agent, the date such Allowed Unsecured Nonpriority Claim becomes due and payable in the ordinary course of business, and as otherwise agreed to by the Debtor and the holder of such Claim, and the Date such Claim is Allowed. The Debtor reserves its rights, however, to dispute the validity of any Unsecured Nonpriority Claim, whether or not objected to prior to the Effective Date. Notwithstanding the foregoing, no distributions shall be made in respect of any intercompany Claims, including but not limited to the FSO Claims. The Debtor estimates that the Allowed Class 4 Claims will be approximately $656,000 on the Effective Date. This class is impaired. All Cash consideration necessary for the Reorganized Debtor to make payments or distributions pursuant hereto shall be obtained from (a) Cash on hand of the Debtor or Reorganized Debtor as appropriate, including Cash derived from business operations; (b) proceeds of the Series 2017A and Series 2017B Bonds; (c) proceeds from the FSO Equity Contribution; (d) proceeds from the Unencumbered Property; and (e) proceeds of Escrowed Entrance Fees. A full-text copy of the Amended Disclosure Statement is available at: http://bankrupt.com/misc/ilnb17-12470-144.pdf About Friendship Village of Mill Creek Friendship Village of Mill Creek, NFP, doing business as GreenFields of Geneva, owns and operates a continuing care retirement community located in Geneva, Illinois, known as GreenFields of Geneva ("Campus"). The Campus is improved with a building which includes (i) 147 independent living units, (ii) 51 assisted living units, (iii) 26 memory support-assisted living units, (iv) 43 nursing beds, and (v) related common areas and parking. Approximately 270 senior citizens reside at the Campus. Friendship Village of Mill Creek sought Chapter 11 protection (Bankr. N.D. Ill. Case No. 17-12470) on April 20, 2017. * * * GreenFields of Geneva has filed a motion to sell substantially all assets to Friendship Senior Options ("FSO") for $52,800,000, subject to overbid. In connection with the sale process, the Debtor proposed a July 19, 2017 deadline for bids and an auction on July 26. Stahl Cowen Crowley Addis, LLC, is serving as counsel to the Debtor, with the engagement led by Bruce Dopke, Esq., Kevin V. Hunt, Esq., and Melissa J. Lettiere, Esq., in Chicago, Illinois. FUEL PERFORMANCE: Inks Exclusive License Pact with FPS Ltd ---------------------------------------------------------- Fuel Performance Solutions, Inc., entered into a definitive agreement with FPS Ltd providing FPS Ltd with an exclusive, evergreen license to market and sell the Company's products and technologies, both existing and to be developed, in selected markets and industries around the world including but not limited to: DiesoLiFTTM use for the rail industry worldwide; DiesoLiFTTM use for commercial and public service vehicle and retail markets in the U.K., the Republic of Ireland, Australia, South Africa and the Middle East; and GasoLiFTTM use for all industry sectors in the United Kingdom and the Republic of Ireland. FPS Ltd, a private U.K.-domiciled entity, is currently 100% owned by the Company. Subsequent to the Record Date and the dividend distribution, FPS Ltd will be 100% owned Company shareholders and the new capital investors in FPS Ltd. It is the intention of FPS Ltd to execute an IPO on the U.K. AIM market in 12-18 months. Company shareholders of record at the close of business on Sept. 30, 2017, will receive a dividend from the Company in the form of one share of FPS Ltd common stock for every one share of Company common stock, or common stock equivalent, owned by Company shareholders. About Fuel Performance Fuel Performance Solutions, Inc., was incorporated in Nevada on April 9, 1996, by a team of individuals who sought to address the challenges of reducing harmful emissions while at the same time improving the operating performance of internal combustion engines, especially with respect to fuel economy and engine cleanliness. After the Company's incorporation, its initial focus was product research and development, but over the past few years, the Company's efforts have been directed to commercializing its product slate, primarily DiesoLiFTTM and the PerfoLiFTTM BD-Series, for use with diesel fuel and bio-diesel fuel blends, by focusing on marketing, sales and distribution efforts in conjunction with the Company's distribution partners. On Feb. 5, 2014, the Company changed its name from International Fuel Technology, Inc., to Fuel Performance Solutions, Inc. Fuel Performance reported a net loss of $1.92 million on $456,000 of net revenues for the year ended Dec. 31, 2015, compared to a net loss of $1.65 million on $1.72 million of net revenues for the year ended Dec. 31, 2014. As of June 30, 2016, the Company had $2.26 million in total assets, $4.42 million in total liabilities and a total stockholders' deficit of $2.16 million. In its audit report dated June 30, 2016, the Company's independent registered public accounting firm expressed substantial doubt about the Company's ability to continue as a going concern. MaloneBailey, LLP, in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has suffered recurring loss from operations and has a working capital deficit. This factor raises substantial doubt about the Company's ability to continue as a going concern. GLOBAL EMPOWERMENT: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------ An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Global Empowerment Ministries, Inc., as of Sept. 7, according to a court docket. About Global Empowerment Center Based in Decatur, Georgia, The Global Empowerment Center, Inc., formerly doing business as Victory House Evangelistic Temple, is a Georgia non-profit corporation who operates a church out of its real property. Global Empowerment Center sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 17-63234) on July 31, 2017. The Debtor is represented by Leslie M. Pineyro, Esq., at Jones & Walden, LLC, as counsel. GOD'S HOUSE OF REFUGE: Seeks 5-Month Plan Exclusivity Extension --------------------------------------------------------------- God's House of Refuge Christian Center, Inc. asks the U.S. Bankruptcy Court for the Middle District of Florida for a 150-day extension of the time within which it has the exclusive right to file a Chapter 11 Plan and to obtain confirmation of such plan. The Debtor tells the Court that it is currently seeking refinancing and exploring other restructuring options that would require additional time to pursue. About God's House of Refuge Christian Center Inc. God's House of Refuge Christian Center, Inc., operates a church and office center in Cocoa, Florida. God's House of Refuge Christian Center sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 17-03291) on May 19, 2017. Byron Jones, president, signed the petition. At the time of the filing, the Debtor estimated its assets and debt at $1 million to $10 million. The Debtor hired Raymond J. Rotella, Esq., at Kosto & Rotella P.A., as its legal counsel in connection with its Chapter 11 case. An official committee of unsecured creditors has not been appointed in the Chapter 11 case, according to a June 26 court docket entry. GOLDEN NUGGET: Moody's Assigns B2 Corporate Family Rating --------------------------------------------------------- Moody's Investors Service assigned Golden Nugget, Inc. (New)("GNI") a B2 Corporate Family Rating (CFR) and B2-PD (PDR). Moody's also assigned a Ba3 rating to GNI's proposed senior secured term loan, a B3 to the proposed senior unsecured notes and a Caa1 to the proposed senior subordinated notes. The rating outlook is negative. GNI recently announced that it plans to reorganize its business and recapitalize its balance sheet. This encompasses GNI assuming all of the assets and operations of Landry's, including approximately $1.9 billion of debt as well as the inclusion of Golden Nugget Atlantic City and Golden Nugget Biloxi into the credit group. As part of the recapitalization, GNI will also issue approximately $2.5 billion of new debt with proceeds used to repay about $800 million of Golden Nugget, Inc. (Golden Nugget) debt currently outstanding, pay a $1.6 billion dividend to ownership, $44 million of accrued interest and $60 million of fees and expenses. The change in outlook to negative reflects the increase in leverage (to approximately 7.2x) as a result of these transactions. The outlook also reflects the various challenges that could limit the company's ability to reduce leverage towards 6.0 times by the end of 2018. Moody's ratings and outlook are subject to receipt and final review of documentation. Upon successful assumption of Landry's existing debt by GNI, its senior secured bank debt will be rated Ba3 and the senior unsecured notes will be rated B3. Moody's anticipates that all of the corporate and instrument ratings at Golden Nugget (predecessor) and Landry's will be withdrawn upon the completion of the proposed transactions and repayment of existing debt. Assignments: Issuer: Golden Nugget, Inc. (NEW) -- Probability of Default Rating, Assigned B2-PD -- Corporate Family Rating, Assigned B2 -- Senior Subordinated Regular Bond/Debenture, Assigned Caa1(LGD6) -- Senior Secured Bank Credit Facility, Assigned Ba3(LGD2) -- Senior Unsecured Regular Bond/Debenture, Assigned B3(LGD5) Outlook Actions: Issuer: Golden Nugget, Inc. (NEW) -- Outlook, Assigned Negative RATINGS RATIONALE The B2 Corporate Family Rating reflects the company's material scale, brand value of its various restaurant and gaming properties, good geographic diversification and good liquidity. The ratings also reflect GNI's high leverage, a history of debt financed transactions, and a high level of promotions and discounts from competitors that will continue to pressure earnings. However, Moody's expects GNI's leverage to gradually improve with moderate earnings growth and management's focus on debt reduction over and above required amortization. The negative outlook reflects the company's high pro forma leverage and various operating challenges that could limit the company's ability to reduce leverage to a more appropriate level for the ratings within a reasonable time frame. However, despite an expectation that operating profit will improve, restaurant operations will continue to be hampered by higher operating costs and a more value focused consumer while gaming operations, particularly GN Lake Charles could see lower guest traffic from important feeder markets such as southeast Texas. As a result, Moody's believes the company will have to rely more heavily on reducing debt over and above required amortization to improve leverage rather than a material increase in earnings Given GNI's high initial leverage any positive ratings improvement is unlikely over the near term. However, factors that could result in an upgrade include a stable operating environment in Nevada and Lake Charles, Louisiana, and profitable same store sales growth at its restaurants. Specifically, an upgrade would require debt to EBITDA around 5.0 times and EBITA to interest of around 2.0 times on a sustained basis. A higher rating would also require good liquidity. Whereas, an inability to strengthen debt to EBITDA towards 6.0 times over the next twelve to eighteen months or a deterioration in liquidity for any reason, could result in a downgrade. Moreover, an inability to successfully receive regulatory approval from the various gaming authorities needed to execute the reorganization and recapitalization within the time period required could also result in a downgrade. The Ba3 rating on the senior secured revolver and term loan reflects the facilities' first lien position in the capital structure as well as the support received from a significant amount of liabilities that are ranked junior to these facilities, particularly the senior unsecured notes and senior subordinated notes. The B3 rating on the company's senior unsecured notes reflects the effective subordination to the significant size of the senior secured debt as well as benefit provided the amount of liabilities that are junior to the unsecured notes, specifically the subordinated notes. The Caa1 rating on the senior subordinated notes reflect their junior position in the capital structure and the lack of any material liabilities that rank junior to these notes. Golden Nugget, Inc. (NEW) owns and operates the Golden Nugget hotel, casino, and entertainment resorts in downtown Las Vegas and Laughlin, Nevada and the Lake Charles property in Louisiana. The company also owns and operates mostly casual dining restaurants under the trade names Landry's Seafood House, ChartHouse, Saltgrass Steak House, Rainforest Café, Bubba Gump, McCormick & Schmicks, Claim Jumper, Morton's Restaurants, Inc, and Mastro's. The company is wholly owned indirectly by Fertitta Entertainment, Inc. which is wholly owned by Tilman J. Fertitta. The principal methodology used in these ratings was Restaurant Industry published in September 2015. GREAT ELECTRIC: Taps Rhonda Allen as Legal Counsel -------------------------------------------------- Great Electric Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire legal counsel. The company proposes to employ Rhonda Lynn Allen, Esq., to give legal advice regarding its duties under the Bankruptcy Code and provide other legal services related to its Chapter 11 case. Ms. Allen, wife of Nathan McDaniel who is a director of the company, has agreed to handle the case at no charge. In a court filing, Ms. Allen disclosed that she does not hold any interest adverse to the estate, its creditors and equity security holders. Ms. Allen maintains an office at: Rhonda Lynn Allen, Esq. 11322 Crayford Court Houston, TX 77065 Phone: (281) 798-0927 Email: rallen1204@gmail.com About Great Electric Inc. Great Electric Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 17-34958) on August 16, 2017. Judge Jeff Bohm presides over the case. GRIFFON CORP: S&P Puts BB- CCR on Watch Neg Amid ClosetMaid Deal ---------------------------------------------------------------- S&P Global Ratings placed its ratings on New York City-based Griffon Corp., including the 'BB-' corporate credit rating, on CreditWatch with negative implications. The CreditWatch placement follows Griffon Corp.'s announcement on Sept. 5, 2017, that it has entered into a definitive agreement to acquire ClosetMaid Corp., and that it is considering strategic alternatives for Clopay Plastic Products Co. S&P said, "At this point, we do not have complete information on Griffon's proposed transactions and pro forma capital structure, but we believe that the ClosetMaid acquisition will likely increase leverage." S&P Global Ratings will assess Griffon's prospects for reducing debt leverage below 5x despite the increased debt burden from the acquisition. S&P will take into account the incremental EBITDA from ClosetMaid, as well as the company's priorities related to reducing leverage and increasing shareholder returns. The CreditWatch listing indicates that the credit is under review and that there is an increased risk of a downgrade. S&P said, "We will resolve our CreditWatch once our analysis is complete, at which time we will lower or affirm the ratings." HAGHIGHI FAMILY: Hires Gunn Chamberlain as Accountant ----------------------------------------------------- Haghighi Family and Sports Medicine, P.A., seeks authority from the U.S. Bankruptcy Court for the District of Florida to employ Gunn Chamberlain, P.L., as accountant to the Debtor. Haghighi Family requires Gunn Chamberlain to: a. assist the Debtor in completing unfiled tax returns; and b. help prepare the Debtor's monthly operating reports and any other financial document required by the Court or U.S. Trustee's Office. Gunn Chamberlain will be paid at the hourly rate of $250. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Sonny F. Martin, a senior partner of Gunn Chamberlain, P.L., 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. Gunn Chamberlain can be reached at: Sonny F. Martin GUNN CHAMBERLAIN, P.L. 4350 Pablo Professional Court Jacksonville, FL 32224 Tel: (904) 296-2024 About Haghighi Family and Sports Medicine, P.A. Haghighi Family and Sports Medicine, P.A.'s business operations involve owning and operating a medical practice with two locations in northeast Florida. Haghighi Family and Sports Medicine filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 17-03033) on Aug. 18, 2017. Jason A. Burgess, Esq., serves as counsel to the Debtor. HARLAND CLARKE: $100MM Loan Add On No Impact on Moody's B2 CFR -------------------------------------------------------------- Moody's Investors Service says Harland Clarke Holdings Corp.'s $100 million add on to its term loan B-6 will not change the B2 corporate family rating (CFR) or the B1 rating on the upsized $1.362 billion term loan B-6. All other ratings as well as the stable outlook remain unchanged. The $100 million add on to the term loan B-6 is expected to be fungible with the existing term loan B-6 and will be used to help fund the acquisition of public company, MaxPoint Interactive, Inc., for $109 million (including the refinance of outstanding debt). Approximately $12 million of cash from the balance sheet is also expected to be used to help fund the acquisition and pay transaction related expenses. Harland Clarke Holdings Corp., headquartered in San Antonio, TX, is a provider of check and check related products, direct marketing services and customized business and home office products to financial services, retail and software providers as well as consumers and small businesses, and through its Scantron division, data collection, testing products, scanning equipment and tracking services to educational, commercial, healthcare and government entities. Its Valassis division offers clients mass delivered and targeted programs to reach consumers primarily consisting of shared mail, newspaper and digital delivery in addition to coupon clearing and other marketing and analytical services. M&F Worldwide Corp. ("M&F") acquired check and related product provider Clarke American Corp. in December 2005 for $800 million and subsequently acquired the John H. Harland Company in May 2007 for $1.4 billion. M&F merged the two companies to form Harland Clarke. M&F's remaining publicly traded shares were acquired by portfolio company, MacAndrews & Forbes Holdings, Inc. ("MacAndrews") on December 21, 2011. MacAndrews is wholly owned by Ronald O. Perelman. Harland Clarke acquired Valassis Communications, Inc. ("Valassis") on February 4, 2014 and RetailMeNot, Inc. on May 23, 2017. Reported revenue for the last twelve months ending Q2 2017 was $3.5 billion. HIGH PLAINS COMPUTING: U.S. Trustee Forms 2-Member Committee ------------------------------------------------------------ Patrick S. Layng, U.S. Trustee for the District of Colorado, on Sept. 7 appointed two creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of High Plains Computing, Inc. The committee members are: (1) Silicon Mechanics, Inc. Attn: Eva Cherry c/o Michael Feinberg Karr Tuttle Campbell 701 Fifth Avenue, Suite 3300 Seattle, WA 98104 Tel: (206)224-8095 (206)682-7100 E-mail: MFeinberg@karrtuttle.com (2) AvePoint Public Sector, Inc. Attn: Richard C. Maxwell c/o Richard C. Maxwell Woods Rogers PLC 10 S. Jefferson Street, Suite 1400 Roanoke, VA 24011 Tel: (540) 983-7628 Fax: (540) 983-7711 E-mail: rmaxwell@woodsrogers.com Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About High Plains Computing High Plains Computing, Inc., dba HPC Solutions -- http://www.hpc-solutions.net/-- offers a broad portfolio of services and solutions in Information Technology (IT), Unified Communications, and Professional Services for the government and healthcare industries. The Company works with manufacturers of IT software, cloud computing, collaboration, storage, and integration. It also offers a wide array of professional services to include IT support and developmental services, data management services, network engineering, technical subject matter experts, administrative services, engineering, and more. High Plains Computing, Inc., based in Denver, CO, filed a Chapter 11 petition (Bankr. D. Colo. Case No. 17-14819) on May 23, 2017. The Hon. Joseph G. Rosania Jr. presides over the case. Lee M. Kutner, Esq., at Kutner Brinen, P.C., serves as bankruptcy counsel. In its petition, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The petition was signed by Roger Cree, CEO. HOOPER HOLMES: Incurs $5.27 Million Net Loss in Second Quarter -------------------------------------------------------------- Hooper Holmes, Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q for the period ended June 30, 2017. Because the Company's merger with Provant Health Solutions closed on May 11, 2017, these results include Provant from that date through June 30, 2017. Hooper Holmes reported a net loss of $5.27 million on $8.88 million of revenues for the three months ended June 30, 2017, compared to a net loss of $2.45 million on $7.64 million of revenues for the three months ended June 30, 2016. For the six months ended June 30, 2017, the Company reported a net loss of $8.40 million on $16.48 million of revenues compared to a net loss of $5.88 million on $14.88 million of revenues for the six months ended June 30, 2016. As of June 30, 2017, Hooper Holmes had $31.89 million in total assets, $31.91 million in total liabilities and a total stockholders' deficit of $25,000. "Since the Hooper Holmes and Provant merger closed we have implemented over $5.1 million in annualized synergy savings, won new business to bring our 2017 annualized new sales to $11.9 million and increased our access to capital. We are well-positioned for an exceptionally strong busy season, in particular, the fourth quarter," commented Henry Dubois, chief executive officer of Hooper Holmes. "Today we are reaffirming our 2017 guidance. For the last three quarters of 2017 we expect to achieve over $54 million in revenue and over $3 million in adjusted EBITDA. We are on track to achieve $7 million in annualized synergy savings, and we project over $5 million in adjusted EBITDA for the full year 2018." The second quarter financial results this year include many one-time expenses related to the merger, integration costs and refinancing activities, and only reflect Provant's financial results from May 11, 2017 through June 30, 2017. The complexity of the transaction makes variance analysis challenging to summarize briefly. Hooper Holmes' revenues totaled $8.9 million for the second quarter of 2017, an increase of 16 percent compared to the second quarter of 2016. Pro-forma revenues for the second quarter 2017 for the merged company, as if the merger had occurred on April 1, 2017, were $10.9 million. Adjusted EBITDA for the second quarter 2017 was a loss of $2.2 million, compared to a loss of $1.1 million in the second quarter 2016. The increased loss was primarily due to the combination of the operations of the two companies prior to realizing savings from synergies. A full-text copy of the Form 10-Q is available for free at: https://is.gd/FNN7qq About Hooper Holmes Hooper Holmes, Inc. -- http://www.hooperholmes.com/-- provides health risk assessment services and wellness as well as health improvement services with its acquisition of Accountable Health Solutions, Inc. (AHS). The Olathe, Kansas-based Company provides these services to individuals as part of health and wellness programs offered through corporate and government employers, and to clinical research organizations. Hooper Holmes reported a net loss of $10.32 million on $34.27 million of revenues for the year ended Dec. 31, 2016, compared to a net loss of $10.87 million on $32.11 million of revenues for the year ended Dec. 31, 2015. Mayer Hoffman McCann P.C., in Kansas City, Missouri, 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, negative cash flows from operations and other related liquidity concerns, which raises substantial doubt about the Company's ability to continue as a going concern. HOUSTON AMERICAN: Incurs $466,000 Net Loss in Second Quarter ------------------------------------------------------------ Houton American Energy Corp. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $466,274 on $46,275 of oil and gas revenue for the three months ended June 30, 2017, compared to a net loss of $490,406 on $33,887 of oil and gas revenue for the three months ended June 30, 2016. For the six months ended June 30, 2017, Houston Energy reported a net loss of $968,673 on $103,908 of oil and gas revenue, compared to a net loss of $829,857 on $82,147 of oil and gas revenue for the six months ended June 30, 2016. As of June 30, 2017, Houston Energy had $4.86 million in total assets, $616,366 in total liabilities and $4.24 million in total shareholders' equity. At June 30, 2017, the Company had a cash balance of $229,778 and a working capital deficit of $324,778, compared to a cash balance of $481,172 and working capital of $423,795 at Dec. 31, 2016. The change in working capital during the period was primarily attributable to investments in acquiring and commencement of drilling on the Reeves County acreage, borrowing pursuant to the Bridge Loan Notes and the operating loss for the first six months of 2017, partially offset by equity capital raising efforts. Operating activities used cash of $743,594 during the six months ended June 30, 2017, compared to $713,669 used during the six months ended June 30, 2016. The change in operating cash flow was primarily attributable to an increase in the Company's net loss, reflecting increased compensation and legal, professional and other costs associated with increased investor visibility activities and regulatory matters, partially offset by the accrual of deferred salary and additional non-cash charges during 2017. Investing activities used cash of $2,170,118 during the six months ended June 30, 2017 compared to $71,010 used during the six months ended June 30, 2016. The increase in funds used by investing activities during 2017 reflects the acquisition of our Reeves County acreage ($986,000) and investments in drilling operations on the Reeves County acreage ($1,176,328). Financing activities provided cash of $2,662,318 during the six months ended June 30, 2017 compared to $90,079 used during the six months ended June 30, 2016. The change in cash flow from financing activity reflects the receipt of gross funds totaling $2,679,600 from the sale, during 2017, of Series A Preferred Stock, Series B Preferred and Series B Warrants, and Bridge Loan Notes and Bridge Loan Warrants, partially offset by the payment of dividends on the Series B Preferred Stock ($17,282), while funds were used during 2016 for the purchase of treasury stock. At June 30, 2017, the Company had long-term liabilities of $35,560 compared to $27,444 at Dec. 31, 2016. Long-term liabilities at June 30, 2017 and Dec. 31, 2016 consisted of a reserve for plugging costs. The Company's principal capital and exploration expenditures relate to ongoing efforts to acquire, drill and complete prospects, in particular our Reeves County acreage. During the six months ended June 30, 2017, the Company invested $2,170,118 for the acquisition and development of oil and gas properties, consisting of (1) cost of acquisition of U.S. properties $986,937, principally attributable to acreage acquired in Reeves County, Texas, (2) cost of drilling our Johnson State #1H well and cost incurred through June 30, 2017 with respect to hydraulic fracturing of the Johnson State #1H well and with respect to drilling operations on the O'Brien #3H well, totaling in the aggregate $1,166,438, and (3) preparation and evaluation costs in Colombia of $16,743. Of the amount invested, the Company capitalized $2,172,077 to oil and gas properties not subject to amortization and reduced oil and gas properties subject to amortization by $1,959. "In order to fully fund our estimated drilling and completion budget and support operations through the end of 2017, we expect that we will be required to raise additional capital. While we may, among other efforts, pursue additional sales of shares in our ATM Offering, private sales of equity and debt securities and may realize up to $1.59 million of additional funding from exercise of outstanding warrants, we presently have no commitments to provide additional funding and there can be no assurance that we can secure the necessary capital to support such plans and operations on acceptable terms or at all. If, for any reason, we are unable to fully fund our drilling budget and fail to satisfy commitments reflected therein, we may be subject to penalties or to the possible loss of some of our rights and interests in prospects with respect to which we fail to satisfy funding commitments and we may be required to curtail operations and forego opportunities," the Company said in the report. A full-text copy of the Form 10-Q is available for free at: https://is.gd/LcCgu0 About Houston American Energy Based in Houston, Texas, Houston American Energy Corp. (NYSEMKT:HUSA) -- http://www.HoustonAmericanEnergy.com/-- is an independent energy company with interests in oil and natural gas wells, minerals and prospects. The Company's business strategy includes a property mix of producing and non-producing assets with a focus on Texas, Louisiana and Colombia. Houston American reported a net loss of $2.64 million on $165,910 of oil and gas revenue for the year ended Dec. 31, 2016, compared to a net loss of $3.83 million on $429,435 of oil and gas revenue for the year ended Dec. 31, 2015. GBH CPAs, PC, in Houston, Texas -- http://www.gbhcpas.com/-- issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, noting that the Company has suffered recurring losses from operations, which raises substantial doubt about its ability to continue as a going concern. IRONCLAD PERFORMANCE: Case Summary & 20 Top Unsecured Creditors --------------------------------------------------------------- Debtor affiliates that filed Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Ironclad Performance Wear Corporation 17-12408 a California corporation 15260 Ventura Blvd., 20th Floor Sherman Oaks, CA 91403 Ironclad Performance Wear Corporation 17-12409 a Nevada corporation 15260 Ventura Blvd., 20th Floor Sherman Oaks, CA 91403 Type of Business: Founded in 1998, Ironclad -- http://ironclad.com -- designs and manufactures branded performance work wear for a variety of construction, do-it- yourself, industrial, sporting goods and general services markets. Since inception, the Company has leveraged its proprietary technologies to design task-specific technical gloves and performance apparel designed to improve the wearer's ability to safely, efficiently and comfortably perform specific job functions. Ironclad manufactures its performance gloves using functional materials, including DuPont Kevlar, Nomex and Teflon, Clarino Synthetic Leather, CT-5 Cut Resistant Fabric and Duraclad. The Company incorporates these materials in the manufacturing process to create products that meet the functional and protective requirements of its consumers. Since inception, the Company has employed an in-house research and development department responsible for identifying and creating new products and applications, and improving and enhancing existing products. Ironclad's gloves are available through industrial suppliers, hardware stores, home centers, lumber yards, and sporting goods retailers nationwide; and through authorized distributors in North America, Europe, Australia, Middle East, Asia and South America. Chapter 11 Petition Date: September 8, 2017 Court: United States Bankruptcy Court Central District of California (San Fernando Valley) Judge: Hon. Martin R. Barash Debtors' Counsel: Ron Bender, Esq. LEVENE, NEALE, BENDER, YOO & BRILL L.L.P. 10250 Constellation Blvd Ste 1700 Los Angeles, CA 90067 Tel: 310-229-1234 E-mail: rb@lnbyb.com Ironclad California's assets: $10 million to $50 million Ironclad California's debt: $1 million to $10 million Ironclad Nevada's scheduled assets: $16.6 million Ironclad Nevada's scheduled debt: $8.05 million The petitions were signed by Geoffrey L. Greulich, chief executive officer. Full-text copies of the petitions are available for free at: http://bankrupt.com/misc/cacb17-12408.pdf http://bankrupt.com/misc/cacb17-12409.pdf A. Ironclad California's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Nantong Changbang Gloves Co. Trade Debt $1,228,307 Flat/RM 1602 Chit Lee Comm Bldg 30-36, Shau Kei Wan Road Hong Kong, China Eliza Yang Tel: +86-513-81961600 Email: yang@cb-glove.com Woneel Midas Leathers Trade Debt $785,358 JL Gembor Raya Desa Pasirjaya Tangerang Banten, Indonesia 15135 Janice Lee Tel: 626-799-0600 Email: woneelamerica@gmail.com Mercindo Global Manufaktur Trade Debt $431,973 JL. Raya Semarang-Bawe N KM.29 SEemerang, Central Java 50661, Indonesia Danny Negara Tel: 858-939-0033 Email: danny@asiglovemail.com Marusan - Mimasu Tshusho Co. Ltd. Trade Debt $382,811 NO 1 Queen' Road Central Hong Kong, China Sky Lin Tel: +86-21-59213021 Email: skylin@marusan-glove.com Skadden Arps Slate Professional $231,848 Meagher & Flom LLP Services Stubbs, Alderton & Professional $172,689 Markiles, LLP Services Email: rtejada@stubbsalderton.com PT JJ Gloves Indo Trade Debt $162,917 Email: kwong@jjglove.com PT Sport Glove Indonesia Trade Debt $144,238 Email: mrobba@aol.com Winspeed Sports Shanghai Co., Ltd. Trade Debt $144,198 Email: bweiss@winspeedsports.com Advantage Media Services, Inc. Trade Debt $114,942 Email: jessica.galindo@amsfulfillment.com Resources Global Professionals Trade Debt $80,727 Email: Brent.Waters@rgp.com BDO USA, LLP Trade Debt $45,000 Synetra Trade Debt $44,191 Email: jcalhoun@synetra.com Ka Hung Glove Industrial Co. Ltd Trade Debt $38,934 Email: JIACHEN9188@163.COM University of Milwaukee Trade Debt $33,333 Email: durandc@uwm.edu Risk Consulting Partners Professional $30,470 Services Shur-Sales & Marketing $16,125 Marketing, Inc. Capital One Bank Trade Debt $15,471 Email: Daniel.Gomes@capitalone.com Yellow and Roadway Trade Debt $14,911 Email: Liliana.DominguezPinon@YRCFreight .com FedEx Trade Debt $14,795 Email: cppearson@fedex.com B. Ironclad Nevada's List of 20 Largest Unsecured Creditors has one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1920 Hutton Court Rent $21,275 Inwood National Bank P O Box 857413 Richardson, TX 75085 Johnny Clark Tel: (972) 280-8313 Email: jclark@hldallas.com IRONCLAD PERFORMANCE: Files Voluntary Ch.11 Bankruptcy Petition --------------------------------------------------------------- Ironclad Performance Wear Corporation on Sept. 11 disclosed that the Company and its subsidiary filed voluntary petitions under Chapter 11 of the U. S. Bankruptcy Code in the U. S. Bankruptcy Court, Central District of California, San Fernando Valley Division on September 8, 2017. The Company's Chapter 11 cases are expected to be jointly administered. During the pendency of the Chapter 11 cases, Ironclad will continue in the possession of its assets and will continue to operate and manage its business in the ordinary course, including continuing the development, manufacture and sale of its high-performance task-specific work gloves, pending the sale of substantially all of its assets pursuant to a sale under Section 363 of the Bankruptcy Code. The Company intends to request Bankruptcy Court approval of a series of customary motions related to the payment of various expenses to continue operations. Court documents and additional information are available as indicated below. To facilitate continued business operations, on September 8, 2017, Ironclad entered into a Debtor-in-Possession Credit Agreement and Agreement for the Use of Cash Collateral (the DIP Agreement) with Radians Wareham Holding, Inc., pursuant to which Radians will provide to Ironclad a secured multiple draw term loan credit facility of up to $1,000,000 for normal business operations, and up to an additional $1,000,000 for additional purchases of inventory. Among other customary matters, Ironclad's failure to comply with certain bankruptcy-related filing obligations within the timeframes set forth in the DIP Agreement constitute events of default thereunder. On September 8, 2017, Ironclad also entered into a Stalking Horse Asset Purchase Agreement (the Purchase Agreement) with Radians pursuant to which Radians will purchase substantially all of Ironclad's assets for (1) an aggregate amount of $20,000,000, subject to a reduction to $15,000,000 if certain conditions set forth in the Purchase Agreement are not met, and (2) the assumption of certain of Ironclad's liabilities as set forth in the Purchase Agreement. The closing of the transactions contemplated under the Purchase Agreement is conditioned on approval by the Bankruptcy Court, and consideration by Ironclad and the Bankruptcy Court, of higher or better competing bids for Ironclad's assets at an auction. Ironclad will seek the Bankruptcy Court's approval of bidding procedures for the auction requiring an initial overbid of at least $750,000 over the applicable purchase price in the Purchase Agreement, with subsequent overbids in increments of $250,000 or figures which are wholly divisible by $250,000. Bidders will be required to demonstrate that they have the financial means to consummate their transaction and to submit a cash deposit of $2,000,000. If any party other than Radians is deemed by the Bankruptcy Court to be the winning bidder at the auction undertaken pursuant to the bidding procedures approved by the Bankruptcy Court, or if Ironclad elects to proceed with a plan of reorganization instead of proceeding with a sale of its assets, Radians will receive a break-up fee in the amount of $500,000. The Purchase Agreement may be terminated upon the parties' mutual consent, by either Ironclad or Radians upon material breach of the other party's covenants or material inaccuracies in the other party's representations and warranties, and by Radians upon Ironclad's failure to file, by the dates specified in the Purchase Agreement, the bankruptcy motions set forth in the Purchase Agreement. Geoff Greulich, Ironclad's Chief Executive Officer, stated that "Given the shortage of liquidity, and having extensively explored and deliberated on available alternative transactions, management and the Board of Directors determined that an orderly pre-arranged Chapter 11 filing and subsequent Section 363 asset sale with an overbid process was in the best interests of Ironclad's stockholders and creditors. Radians has extended terms that allow the Company to continue to meet the needs of its customers, employees and suppliers through a quick and efficient sale process." Levene, Neale, Bender, Yoo & Brill L.L.P. is serving as the Company's bankruptcy counsel and Craig-Hallum Capital Group LLC is serving as its financial advisor in this process. Ironclad Performance Wear Corporation (otcqb:ICPW) is the recognized leader in high-performance task-specific work gloves. JPW INDUSTRIES: Moody's Assigns B3 Corporate Family Rating ---------------------------------------------------------- Moody's Investors Service assigned a B3 Corporate Family Rating ("CFR") and B3-PD Probability of Default Rating to JPW Industries Holding Corporation. Moody's also assigned a B3 rating to the company's proposed $220 million senior secured bond. The rating outlook is stable. This is the first time that Moody's has assigned ratings to this issuer. The proceeds in combination with cash equity invested will be used to fund the acquisition of JPW and its affiliates by Gamut Capital Management. The following actions were taken: Corporate Family Rating, assigned at B3; Probability of Default Rating, assigned at B3-PD; $220 million senior secured bond due 2024, assigned at B3 (LGD4); The rating outlook is stable. RATINGS RATIONALE JPW's B3 CFR reflects the company's global distribution platform, strong brands, and good diversification by product, end market, customer and supplier. The company's brands include Jet, Wilton, Powermatic, Promac and Edwards. The CFR also incorporates the company's strong adjusted operating margin, especially when compared to similarly-rated peers, and ability to generate free cash flow. These factors are offset by JPW's high debt leverage, small size and exposure to cyclical end markets. Moody's also note that JPW has material concentrations of suppliers in Taiwan and China. Moody's expects JPW to expand its profitability through a combination of operating leverage, market share gain and new product innovation. The company's proprietary-based product distribution model, in contrast to trading company product distribution model, should protect the company against risks of disintermediation. Moody's note, however, that the company's revenue, earnings and operating margin will be impacted by on-going movements in the US dollar to Taiwanese dollar exchange rate. The B3 CFR assumes that JPW will operate with adjusted debt-to-EBITDA below 6.0x. JPW has good liquidity supported by a $50 million ABL revolver, cash from operations and a lack of debt maturities until 2024 when the company's senior secured bond matures. The company's ABL facility is governed by a springing fixed charge ratio covenant of 1.0x when excess availability is less than the greater of (i) 10% of availability and (ii) $5 million. Moody's does not expects JPW to trigger the springing covenant. The stable outlook reflects our expectation for steady growth in revenue and earnings over the next 12-18 months, stable balance sheet management, and good liquidity. Moody's indicated that a ratings upgrade was unlikely over the near term given JPW's small size. Over the longer-term, the ratings could be upgraded if the company continues to grow its market position and revenue base in excess of $500 million. The company would also need to reduce adjusted debt-to-EBITDA below 5.0x, increase its adjusted EBITA-to-interest expense above 2.5x, and maintain adjusted operating margin above 10%. The ratings could be downgraded if adjusted debt-to-EBITDA were to exceed 6.5x and adjusted EBITA-to-interest expense were to decline below 1.5x, both for a sustained period. In addition, material deterioration in adjusted operating margin or significant weakening of liquidity could also trigger a downgrade. The principal methodology used in these ratings was Distribution & Supply Chain Services Industry published in December 2015. JPW Industries Holdings Corporation, headquartered in La Vergne, TN, is a global designer, developer, marketer and value-added distributor of branded specialty shop tools and equipment for a broad range of applications and end markets. JPW is privately owned by an affiliate of Gamut Capital Management. The company's brands include Jet, Wilton, Powermatic, Promac and Edwards, comprising a variety of price points and end-users. For the year ended December 31, 2016, JPW generated approximately $200 million in revenue. KEELER'S MEDICAL: Has Final Nod to Use Cash Through Dec. 31 ----------------------------------------------------------- The Hon. Frank L. Kurtz of the U.S. Bankruptcy Court for the Eastern District of Washington has entered a final order authorizing Keeler's Medical Supply, Inc., to use cash collateral. The Debtors are authorized to use cash collateral, including cash, accounts receivable and proceeds thereof on a final basis pursuant to the budget attached to the Debtor's Status Report filed with the Court on Aug. 17, 2017. The Debtor's authorization to use cash collateral on a final basis will continue through Dec. 31, 2017, unless the Court orders otherwise. Any party with a lien or garnishment impacting the Debtor's ability to utilize cash collateral will immediately take action as is necessary to ensure that cash collateral is turned over to or released to the Debtor. As partial adequate protection, the Internal Revenue Service and any other party holding a valid, perfected, unavoidable, security interest or lien in the cash collateral is granted a valid, automatically perfected replacement lien against any post-petition accounts receivable (or proceeds thereof) of the Debtor for the full amount of the cash collateral which is utilized pursuant to the court order. The replacement liens granted will have the same validity and priority as the security interests and liens existing against the cash collateral on the date of filing. A copy of the court order is available at: http://bankrupt.com/misc/waeb17-01849-71.pdf As reported by the Troubled Company Reporter on Aug. 8, 2017, the Court previously issued an interim order authorizing the Debtor to use cash collateral on an interim basis pursuant to the 30-day budget, and will continue through the Court's order after the conclusion of the second interim cash collateral hearing. 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 medical supplies and equipment. Keeler's headquarters and principal place 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. No official committee of unsecured creditors has been appointed in the Chapter 11 case. KNIGHT ENERGY: Taps Beau Box & ResortQuest as Real Estate Brokers ----------------------------------------------------------------- Knight Energy Holdings, LLC, et al., seek authority from the U.S. Bankruptcy Court for the Western District of Louisiana to employ Beau Box Commercial Real Estate, and ResortQuest Real Estate of Florida, LLC, as real estate brokers to the Debtors. Knight Energy requires: -- Beau Box to market and sell the Debtors' property located at 507 Park Drive in De Soto Parish; and -- ResortQuest to market and sell the Debtors' property located at 2288 E. Co Highway, 30A, Santa Rosa Beach, Florida 32459. Beau Box and ResortQuest will be paid a commission of 5% of the gross sale amount of the property. Monty Warren, a partner of Beau Box Commercial Real Estate, and Brett Bianca, a member of ResortQuest Real Estate of Florida, LLC, assured the Court that each of their firms 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 its estates. The Brokers can be reached at: Monty Warren BEAU BOX COMMERCIAL REAL ESTATE 200 West Congress, Suite 1020 Lafayette, LA 70501 Tel: (337) 233-1488 - and - Brett Bianca RESORTQUEST REAL ESTATE OF FLORIDA, LLC 35000 Emerald Coast Parkway Destin, FL 32541 Tel: (800) 547-0805 About Knight Energy Holdings, LLC Knight Energy Holdings, LLC, supplies rental equipment and services for drilling, completion and well control activities, serving a diverse base of oil and gas operators. Knight is a multi-basin service provider with operations in nine states. Its services are available to clients in the United States, including the Permian, Eagle Ford, San Juan, Bakken, Cotton Valley, DJ, Haynesville, Alaska, and the Gulf Coast. In the past, Knight Energy also provided services internationally in Norway, the Netherlands, Iraq, UAE, Australia, and Colombia. There are presently no international operations. Knight Energy currently employs approximately 330 employees spread throughout the 18 active locations. Knight Energy Holdings, LLC, formerly Knight Oil Tools, LLC and its affiliates filed Chapter 11 petitions (Bankr. W.D. La. Lead Case No. 17-51014) on Aug. 8, 2017. The petitions were signed by Kelley Knight Sobiesk, member, director. At the time of filing, Knight Energy Holdings had $50 million to $100 million in estimated assets and $100 million to $500 million in estimated liabilities. The cases are assigned to Judge Robert Summerhays. Heller, Draper, Patrick, Horn & Dabney, L.L.C., serves as bankruptcy counsel to the Debtors while Opportune, LLP, serves as their crisis manager. Donlin, Recano & Company, Inc., is the claims, noticing and solicitation agent. Henry G. Hobbs, Jr., Acting U.S. Trustee for Region 5, on Aug. 24 appointed two creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Knight Energy Holdings, LLC, and its debtor affiliates. LADDER CAPITAL: Moody's Affirms Ba2 CFR & Alters Outlook to Pos. ---------------------------------------------------------------- Moody's Investors Service affirmed the Ba2 corporate family rating (CFR) of Ladder Capital Corp (Ladder) and the Ba3 senior unsecured rating of Ladder Capital Finance Holdings LLLP (LCFH) and revised the outlook for the ratings to positive from stable. Issuer: Ladder Capital Corp -- Corporate Family Rating, Affirmed Ba2 -- Outlook, Changed To Positive From Stable Issuer: Ladder Capital Finance Holdings LLLP -- Senior Unsecured Regular Bond/Debenture, Affirmed Ba3 -- Outlook, Changed To Positive From Stable RATINGS RATIONALE Moody's affirmed Ladder's Ba2 CFR and Ba3 senior unsecured ratings based on the company's moderate leverage, high-quality assets, record of profitability since inception, and increasing funding diversification. The revenue contributions from Ladder's balance sheet lending, securities investing, and net lease rents has grown to represent over 70% of total revenues while revenues from volatile sources including conduit lending have shrunk, which enhances the stability of the company's earnings performance. Moreover, Ladder has posted strong credit results, having recorded minimal credit losses in its loan portfolio since inception, reflecting the company's strong risk management culture as well as highly-experienced and well-regarded management team. The company has access to multiple funding sources to support its operations and is gradually increasing the share of unsecured funding in its capital structure, which improves financial flexibility. Credit constraints include Ladder's business concentration in the commercial real estate sector and the relatively high proportion of secured funding in its debt capital structure. Moody's revised Ladder's outlook to positive on the expectation that Ladder will continue to effectively manage its capital profile as its adapts its conduit lending activity to risk retention rules required under Dodd-Frank legislation, while also continuing to diversify funding and improve liquidity. Moody's expects that the company's required transition from use of Federal Home Loan Bank (FHLB) advances obtained through its captive insurance subsidiary as a key funding source by February 2021 will be also be effectively managed. Moody's could upgrade Ladder's ratings if the company improves its liquidity runway by further lengthening its debt maturities, further expands its funding diversification to reduce the ratio of secured debt to total assets to 45%, demonstrates greater predictability of earnings and asset quality over a sustained period of time, and further solidifies its franchise positioning. Moody's could downgrade Ladder's ratings if the company shrinks its liquidity runway, sustains an increase in leverage (debt/total equity) above a range of 2.0-3.0X, experiences a material deterioration in asset quality, or generates a decrease in profitability resulting in fixed charge coverage closer to 1.5X. LANDMARK MEDICAL: Hires Morgan Fisher as Bankruptcy Counsel ----------------------------------------------------------- Landmark Medical Group, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Maryland to employ the Law Offices of Morgan Fisher LLC, as bankruptcy counsel to the Debtor. Landmark Medical requires Morgan Fisher to: a. advise the Debtor with respect to its powers and duties as debtor-in possession and in management of any the property; b. attend meetings and negotiate with representatives of creditors and other parties-in-interest; c. take all necessary actions to protect and preserve the Debtor's estate, including the prosecution of actions on the Debtor's behalf, the defense of any actions commenced against the Debtor, negotiations concerning litigation in which the Debtor is involved, and objections to claims filed against the Debtor's estate; d. assist the Debtor in connection with preparing necessary motions, answers, applications, orders, reports, or other legal papers necessary to the administration of the estate, and to appear in Court on behalf of the Debtor in proceedings related thereto; e. assist the Debtor in the preparation of a chapter 11 plan and disclosure statement, and in any and all other matters and proceedings in connection therewith, including attending court hearings; f. represent the Debtor in matters which may arise in connection with its financial and legal affairs, dealings with creditors and other parties-in-interest, sales and other transactional matters, litigation matters and in any other matters which may arise during this case; and g. perform all other necessary legal services in connection with the prosecution of this case. Morgan Fisher will be paid at these hourly rates: Attorneys $300-$400 Paralegals $150 Morgan Fisher will be paid a retainer in the amount of $12,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Morgan W. Fisher, managing attorney of the Law Offices of Morgan Fisher 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. Morgan Fisher can be reached at: Morgan W. Fisher, Esq. LAW OFFICES OF MORGAN FISHER, LLC 1125 West St., Suite 227 Annapolis, MD 21401 Tel: (410) 626-6111 E-mail: mwf@morganfisherlaw.com About Landmark Medical Group, LLC Landmark Medical Group, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Md. Case No. 17-21294) on August 22, 2017, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Morgan W. Fisher, Esq., at the Law Offices of Morgan Fisher LLC. LG BOLLINGER: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: LG Bollinger LLC 16815 Bollinger Drive Los Angeles, CA 90027 Type of Business: LG Bollinger LLC's business was registered with the Colorado Secretary of State. The address is 910 Pinon Ranch View, Suite 200, Colorado Springs, CO 80907. LG Bollinger listed its business as a single asset real estate (as defined in 11 U.S.C. Section 101(51B), whose principal assets are located at 16815 Bollinger Dr, Los Angeles, CA 90027. Chapter 11 Petition Date: September 8, 2017 Case No.: 17-21049 Court: United States Bankruptcy Court Central District of California (Los Angeles) Judge: Hon. Robert N. Kwan Debtor's Counsel: Todd B Becker, Esq. LAW OFFICES OF TODD B BECKER 3750 E Anaheim St Ste 100 Long Beach, CA 90804 Tel: 562-495-1500 Fax: 562-494-8904 E-mail: brief@beckerlawgroup.com becker@toddbeckerlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Randy King, manager. The Debtor says it has no unsecured creditors. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/cacb17-21049.pdf LIGNUS INC: Case Summary & 19 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Lignus, Inc. 531 Alta Road #8 San Diego, CA 92154 Type of Business: Established in 2004, Lignus Inc is a privately held company engaged in the lumber, plywood, and millwork trade. Chapter 11 Petition Date: September 8, 2017 Case No.: 17-05475 Court: United States Bankruptcy Court Southern District of California (San Diego) Judge: Hon. Christopher B. Latham Debtor's Counsel: Kit J. Gardner, Esq. LAW OFFICES OF KIT J. GARDNER 501 W. Broadway, Suite 800 San Diego, CA 92101 Tel: (619) 525-9900 E-mail: kgardner@gardnerlegal.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Jose Gaitan, CFO. The Debtor's list of 19 largest unsecured creditors is available for free at http://bankrupt.com/misc/casb17-05475.pdf LITTLE SAIGON: Hires Weintraub as General Bankruptcy Counsel ------------------------------------------------------------ Little Saigon Supermarket, LLC, seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ Weintraub Selth and Nguyen, APC, as general bankruptcy counsel to the Debtor. Little Saigon requires Weintraub to: a. advise the Debtor concerning all general administrative matters and dealings with the Office of the U.S. Trustee; b. represent the Debtor at all hearings before the U.S. Bankruptcy Court involving the Debtor, as debtor-in- possession and as reorganized Debtor, as applicable; c. prepare on the Debtor's behalf as debtor-in-possession all necessary schedules and amendments thereto, applications, motions, orders and other legal papers; d. advise the Debtor regarding matters of bankruptcy law, including the Debtor's rights and remedies with respect to assets of the estate and creditor claims; e. represent the Debtor with regard to all contested matters; f. represent the Debtor with regard to the preparation of a disclosure statement and the negotiation, preparation and implementation of a liquidating plan; g. analyze any secured, priority or general unsecured claims that have been filed in the bankruptcy case; h. negotiate with the Debtor's secured and unsecured creditors regarding the amount and payment of claims; i. object to claims as may be appropriate; j. draft bid procedures motion and a sale motion; and k. perform all other legal services for Debtor as debtor-in- possession as may be necessary. Weintraub will be paid at these hourly rates: Daniel J. Weintraub $550 James R. Selth $495 Elaine V. Nguyen $395 Paraprofessionals $250 Legal Assistants $150-$175 On August 18, 2016, the Debtor caused Weintraub to be paid an initial retainer in the amount of $6,000, plus $1,717 for the Court filing fee. The source of the funds were from Peter Nguyen as a loan to the Debtor. Weintraub applied $6,582.50, which sums include the filing fee of $1,717.00, to payment for services rendered and costs incurred prior to the commencement of the Bankruptcy Case. There was as of the Petition Date, a balance of $1,134.50 remaining in the Weintraub's Client Trust Account. Weintraub will also be reimbursed for reasonable out-of-pocket expenses incurred. Elaine V. Nguyen, a partner of Weintraub Selth and Nguyen, APC, 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. Weintraub can be reached at: Elaine V. Nguyen, Esq. WEINTRAUB SELTH AND NGUYEN, APC 11766 Wilshire Boulevard, Suite 1170 Los Angeles, CA 90025 Tel: (310) 207-1494 Fax: (310) 442-0660 E-mail: elaine@wsrlaw.net About Little Saigon Supermarket, LLC Little Saigon Supermarket, LLC, was formed in August 2015 to develop and operate a Vietnamese supermarket. Little Saigon on Nov. 11, 2015, it entered into 15-year lease with HMZ Retail, LP, concerning the commercial real property located at 10932 Westminster Ave., Garden Grove, California. Thereafter, it spent approximately, one year and $1,800,000 in cash designing, developing and building out the space for a Vietnamese supermarket. On Dec. 3, 2016, Little Saigon opened the "Farmer's Garden Supermarket. The Westminster address is a central location for the Vietnamese community in Orange County. Sun Valley Management, LLC ("SVM") is Little Saigon's Manager and its sole Class A member. Huy Dinh Le and Vo Thi Hong Truc are its Class B members by virtue of their investment under the U.S. Citizenship and Immigration Services EB-5 Immigrant Investor Program. The Market opened in December 2016 and initially operated at a profit, generating gross sales in its first month of $724,180. However, gross sales began to drop and along with it, the Market's profitability. Having difficulty meeting payroll and falling behind to vendors, on June 7, 2017, at a Managers meeting of SVM, the Managers voted to, among other things, (i) close the Market and begin liquidation; (ii) designate Peter Nguyen as the Debtor's authorizes Representative; and (iii) file for bankruptcy. On June 26, 2017, the Market closed its doors. Little Saigon Supermarket sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 17-20227) on Aug. 20, 2017. Elaine V. Nguyen, Esq., at Weintraub Selth and Nguyen, APC, serves as general bankruptcy counsel to the Debtor. LUVIS AMBULANCE: Court Okays Disclosures & Confirms Plan -------------------------------------------------------- The Hon. Edward A Godoy of the U.S. Bankruptcy Court for the District of Puerto Rico has entered a final order approving Luvis Ambulance Services Inc.'s disclosure statement and confirming the plan of reorganization dated July 20, 2017. As reported by the Troubled Company Reporter on June 20, 2017, the restructuring plan proposes to set aside $18,000 to pay general unsecured creditors or 70% of their claims allowed by the court. About Luvis Ambulance Services Inc. Luvis Ambulance Services Inc. filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 16-06244) on Aug. 5, 2016. Judge Enrique S. Lamoutte Inclan presides over the case. The Batista Law Group, P.S.C. represents the Debtor as bankruptcy counsel. The Debtor hired Manuel Feliciano Rios as its financial consultant. On Feb. 16, 2017, the Debtor filed a Chapter 11 plan of reorganization and disclosure statement. M & J ENERGY: Hires Mouton as Attorney to Replace Aguillard ----------------------------------------------------------- M & J Energy Group, LLC, seeks authority from the U.S. Bankruptcy Court for the Western District of Louisiana to employ John A. Mouton, III, Attorney at Law, as counsel to the Debtor replacing H. Kent Aguillard. M & J Energy requires Mouton to: -- give the Debtor legal advice with respect to the Debtor's business and property; and -- perform all legal services for the debtor-in-possession which may be necessary in the Chapter 11 case. Mouton 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. Mouton was owed by the Debtor in the amount of $4,900, but has elected to waive that fee and forgo being a creditor in the bankruptcy case. John A. Mouton, III, Attorney at Law, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Mouton can be reached at: John A. Mouton, III, Esq. P.O. Box 82438 Lafayette, LA 70598 Tel: (337) 988-6499 Email: john@jmoutonlaw.com About M & J Energy Group, LLC Founded in 2006, M & J Energy Group, LLC -- https://www.mjenergygroup.com/ -- is an oil and natural gas company in Broussard, Louisiana. M & J Energy Group provides hydrostatic testing, torquing, bolting and construction services. It is currently working in Texas, Louisiana, Gulf of Mexico and Florida, and had done work in Pennsylvania, West Virginia, Wyoming, Oklahoma, Ohio, and Mississippi. M & J Energy's corporate office is in Scott, Louisiana, while its two satellite offices are in Houma, Louisiana and Ingelside, Texas. The Company is ISNetworld certified and also DISA certified. M & J Energy Group sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. La. Case No. 17-51115) on August 24, 2017. Slade Sanders, its owner, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $50,000 and liabilities of $1 million to $10 million. Judge Robert Summerhays presides over the case. John A. Mouton, III, Attorney at Law, serves as Chapter 11 counsel to the Debtor. M.N.E. FUNDING: Case Summary & 6 Unsecured Creditors ---------------------------------------------------- Debtor: M.N.E. Funding, Inc. 6360 Van Nuys Blvd Ste 202 Van Nuys, CA 91401 Type of Business: M.N.E. Funding listed its business as single asset real estate (as defined in 11 U.S.C. Section 101(51B)). It is the 100% owner of a real property located at 3392 Venture Dr., Huntington Beach, CA 92649 valued at $1.80 million. Chapter 11 Petition Date: September 10, 2017 Case No.: 17-12420 Court: United States Bankruptcy Court Central District of California (San Fernando Valley) Judge: Hon. Maureen Tighe Debtor's Counsel: Mark E Goodfriend, Esq. LAW OFFICES OF MARK E GOODFRIEND 16055 Ventrua Blvd Encino, CA 91436 Tel: 818-783-8866 Fax: 818-783-5445 E-mail: markgoodfriend@yahoo.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Ahron Zilberstein, president. The Debtor's list of six unsecured creditors is available for free at http://bankrupt.com/misc/cacb17-12420.pdf MAGNOLIA BREWING: Taps Greenberg & Greenberg as Tax Accountant -------------------------------------------------------------- Magnolia Brewing Company, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of California to employ Greenberg & Greenberg to prepare its tax returns and K-1s for the 2016 tax year. Greenberg will receive a flat fee of $9,000. Meanwhile, for any services above this flat fee such as representing the Debtor in a governmental tax examination, the firm will charge an hourly fee of $400. The Debtor had previously filed an application to employ the firm to prepare its income tax returns and K-1s for the 2015 tax year. The court approved the application on August 22 last year. Greenberg is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code, according to court filings. About Magnolia Brewing Magnolia Brewing Company LLC owns and operates a 30-barrel production brewery located at 3rd and 22nd in San Francisco, California, which was first opened in 2014, as well as an adjacent restaurant, Smokestack. It also owns the Magnolia Pub and Brewery located at Haight and Masonic in San Francisco as a result of its acquisition of those assets from McLean Breweries, Inc., pursuant to a merger with McLean, which occurred in January 2015. Before the merger, the Company and McLean had common management and a number of common employees and substantially similar ownership. The Company's beer is sold at both of its restaurants and to more than 250 draft beer accounts in the San Francisco Bay Area. Magnolia Brewing sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 15-31480) on Nov. 30, 2015. The petition was signed by Dave McLean, managing member. The case is assigned to Judge Dennis Montali. The Debtor is represented by Ron Bender, Esq., and John-Patrick M. Fritz, Esq., at Levene, Neale, Bender, Yoo & Brill L.L.P. The Debtor retains Greenberg & Greenberg as its tax accountant and Baker Tilly Capital, LLC, as investment banker. The Debtor estimated both assets and liabilities in the range of $1 million to $10 million. The Office of the U.S. Trustee formed the official committee of unsecured creditors on Dec. 7, 2015. The committee employed Arch & Beam Global, LLC as its financial advisor. MARCANTONIO ENTERPRISES: Wants to Use, Sell, Lease Cash Collateral ------------------------------------------------------------------ Marcantonio Enterprises, LLC, seeks permission from the U.S. Bankruptcy Court for the Western District of Texas to use, sell or lease cash collateral in the continuing operation of its business. The two most valuable properties are located at 4343 Industrial Center Drive, San Antonio, Texas (worth $1.35 million) and 6910 N.E. Loop 410, San Antonio, Texas (worth $1.15 million). The Debtor's primary lender, TexStar National Bank, holds a purchase money Deed of Trust lien against these properties with an approximate loan balance of $834,000. TexStar also holds a security interest in the leases and rents derived from these properties. The Debtor receives approximately 75% of its gross revenue from the rents derived from the properties. The Debtor also receives rents from other properties, as well monthly payments on real estate notes from properties previously sold by the Debtor, and against which it carried back real estate notes. The Debtor also owns a property legally described as Lot 16, NCB 12117, Vogan Subdivision, in San Antonio, Texas -- valued at $140,000, but subject to an owner carried note and deed of trust in the amount of $70,000. The later property produces no current income, but is under contract right now to sell at a profit. The Debtor assures the Court that all of the collateral of the secured lender is adequately insured against risk of loss, and that there are no delinquent ad valorem taxes owed by the Debtor against the properties. Further, the Debtor's principal believes the Debtor is current on its filings with the Internal Revenue Service, and owes no unpaid federal income taxes. As of the petition date, the Debtor owes no unpaid wages to employees. Other than the Debtor's principal, the Debtor will schedule one unsecured creditor, being Stellar Restoration Services, LLC -- the entity that took a default judgment against the Debtor in the amount of $276,300. The Debtor will schedule Stellar's claim as disputed, as the matter is currently on appeal. However, the Debtor will propose a plan of reorganization in this case that will pay 100% of all allowed claims, including any claim of Stellar that may be allowed pursuant to a final order. The Debtor tells the Court that it can meet its ongoing post-petition obligations only if it obtains authority for use of cash collateral. The Debtor has generated projections and believes it is able to cash flow post-petition if it has the funds available from or generated by its pre-petition cash collateral to pay its post-petition expenses. Thus, in order to continue operations as normal and to preserve the value of the estate pending confirmation of a plan of reorganization, the Debtor needs immediate authority to use the cash collateral. The Debtor proposes to provide adequate protection to the party with an interest in cash collateral in this manner: a. providing for payment of TexStar's monthly debt service during the pendency of the case; b. granting a replacement lien to the same extent, priority and validity as its pre-petition lien: c. the Debtor will continue to operate its business in the ordinary course of business thus generating additional cash collateral; and d. the Debtor will maintain insurance upon the property giving rise to the cash collateral. A copy of the Debtor's request is available at: http://bankrupt.com/misc/txwb17-51968-8.pdf About Marcantonio Enterprises LLC Based in New Braunfels, Texas, Marcantonio Enterprises, LLC, is a small business debtor as defined in 11 U.S.C. Sec. 101(51D). The Debtor is a single member limited liability corporation based in New Braunfels, Texas, which is involved in the real estate business. The Debtor, through its sole member, acquires commercial real estate to improve and rent to commercial tenants or to sell. Marcantonio Enterprises sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Texas Case No. 17-51968) on Aug. 18, 2017. Ralph M. Marcantonio, member, signed the petition. At the time of the filing, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Craig A. Gargotta presides over the case. H. Anthony Hervol, Esq., at the Law Office of H. Anthony Hervol, serves as the Debtor's bankruptcy counsel. MARRONE BIO: Reports $7.4 Million Net Loss for Second Quarter ------------------------------------------------------------- Marrone Bio Innovations, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss of $7.38 million on $6.47 million of total revenues for the three months ended June 30, 2017, compared to a net loss of $6.78 million on $5.04 million of total revenues for the three months ended June 30, 2016. For the six months ended June 30, 2017, the Company reported a net loss of $15.01 million on $10.63 million of total revenues compared to a net loss of $16.05 million on $7.71 million of total revenues for the same period a year ago. As of June 30, 2017, Marrone Bio had $47.81 million in total assets, $83.46 million in total liabilities and a total stockholders' deficit of $35.65 million. "We've continued our steadfast progress in the first half and second quarter of 2017, and despite unfavorable weather that we believe reduced the number of expected sprays in some of our key markets -- based upon historical practices and use patterns by growers -- we grew second quarter shipments by over 36% to $5.7 million," said Dr. Pam Marrone, CEO of MBI. "This growth is particularly impressive given the agricultural business for our competitors was down more than 15%, on average, in the second quarter of 2017. We continue to enjoy growth above industry average due to our portfolio approach to product development and marketing, which focuses on addressing unmet market needs and promotes significant opportunities for each of our products. "We have also continued our highly-targeted R&D focus on near-term and existing products, which is paying off significantly. A few recent highlights of our ongoing manufacturing improvement efforts in R&D include a 4x improvement in Grandevo fermentation and an estimated 40% reduction to downstream processing costs, as well as increasing the production of Majestene's main nematicidal component, all of which are being implemented as quickly as is feasible to improve product margins. It is these sorts of breakthroughs that stand as a testament to our innovation, and when combined with increasing sales and continuously improving in-house manufacturing capabilities, we expect to drive margin improvements in a meaningful way over the long-term." Dr. Marrone, concluded: "Our brands are achieving recognition in the market place -- both in U.S. and international markets -- which has translated to increased sales as we market our solutions to address the unmet pest and disease challenges of our customers." Recent Operational Highlights * Executed the successful launch of Haven, an anti-transpirant and sun protectant, which has experienced initial demand from growers that is several times higher than MBI internal projections. Haven has achieved improved quality and yields in targeted crops, such as tree nuts and tree fruit, and has also been found to reduce sun damage on berries, which is a new crop use for Haven. * Became master distributor for Jet Harvest Solutions for the organic Biofungicide/sanitizer, Jet-Ag, a product that complements our flagship fungicide, Regalia. * Achieved excellent field trial results with all of our products in key market regions in Latin America and Asia. Entered the African market through the first commercial shipment of our biofungicide, REYSANA, to Morocco for use by growers on tomatoes, grapes and cucurbits. Reysana contains the same ingredients as Regalia Biofungicide, which is now marketed and sold in more than 10 countries worldwide. * Expanded the approvals of MBI products on multiple state listings for cannabis uses where those crops are authorized for medicinal or adult use. * Initiated new construction at MBI’s Marrone Michigan Manufacturing facility to begin manufacturing Grandevo WDG, a second-generation formulation, in the late fall, to will allow MBI to meet anticipated demand for this newly introduced product. * Completed, in conjunction with the U.S. Geological Survey, state agencies and local conservation organizations, a U.S. EPA Great Lakes Restoration Initiative-funded project that used Zequanox in an open water trial on Round Lake in Michigan. The purpose of the study was to control invasive zebra and quagga mussels that have disrupted and degraded ecosystems throughout the United States, without harming native aquatic species or recreational activities. Round Lake is a pilot for potential large-scale habitat restoration efforts on the Great Lakes. * Continued stellar efficacy trials of Stargus and Amplitude (MBI-110) Biofungicides, slated for U.S. EPA approval in the second half of 2017, against key crop diseases. Launch plans have been developed and finalized, with targeted placements with key growers scheduled in late fall. * Concluded a collaboration with strawberry industry leaders on field evaluations and demonstrations of Ennoble (MBI- 601), a MBI-developed soil biofumigant that has gained U.S. EPA approval. In field demonstrations, MBI-601 performed as well as a leading toxic chemical fumigant. * Progressed on development of MBI-014 (formerly 010), an organic bioherbicide that is on target for an EPA submission in the fourth quarter of 2017. A full-text copy of the Form 10-Q is available for free at: https://is.gd/feG8T1 About Marrone Bio Marrone Bio makes bio-based pest management and plant health products. Bio-based products are comprised of naturally occurring microorganisms, such as bacteria and fungi, and plant extracts. The Company's current products target the major markets that use conventional chemical pesticides, including certain agricultural and water markets, where the Company's bio-based products are used as alternatives for, or mixed with, conventional chemical products. The Company also targets new markets for which (i) there are no available conventional chemical pesticides or (ii) the use of conventional chemical pesticides may not be desirable or permissible either because of health and environmental concerns (including for organically certified crops) or because the development of pest resistance has reduced the efficacy of conventional chemical pesticides. All of the Company's current products are approved by the United States Environmental Protection Agency and registered as "biopesticides." Marrone Bio reported a net loss of $31 million on $14 million total revenues for the year ended Dec. 31, 2016, compared with a net loss of $43.7 million on $9.8 million total revenue for the year ended Dec. 31, 2015. Ernst & Young LLP issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, stating that the Company has incurred losses since inception, has a net capital deficiency, and has additional capital needs that raise substantial doubt about its ability to continue as a going concern. MCAFEE LLC: Moody's Assigns B2 Corporate Family Rating ------------------------------------------------------ Moody's Investors Service assigned a B2 Corporate Family Rating to first time issuer McAfee, LLC. Moody's also assigned a B1 to the company's first lien debt facilities and a Caa1 to its second lien facility. The proceeds from the credit facilities will be used to refinance existing debt and fund a distribution to owners. McAfee is owned by private equity firms TPG Capital and Thoma Bravo, and Intel Corp. The ratings outlook is stable. Ratings Rationale The B2 Corporate Family Rating is weakly positioned in the rating category and reflects McAfee's high initial leverage, lack of cash equity in the capital structure, significant cost takeout program and limited financial history as a stand-alone company. The credit profile is supported by the company's leading position across the consumer and enterprise endpoint security markets, track record of steady revenue growth, Intel's ongoing ownership stake, an expectation that leverage will improve towards 6.5x over the next 12-18 months and a solid liquidity position including strong cash balances. McAfee has grown both its consumer and enterprise business at moderate rates since 2014 and Moody's expects low to mid-single digit growth rates over the next several years. The majority of McAfee's sales come from its significant installed base and reflect relatively strong renewal rates. Pro forma leverage at closing is approximately 8.4x excluding certain one-time costs and Intel corporate allocations (and over 16x including those items). The sponsors have enacted a cost savings plan since the April 2017 acquisition, which combined with a favorable growth outlook has the potential to drive leverage to 6.5x over next 12-18 months. The dividend funded at close of the transaction effectively repays all the private equity firms' initial equity contribution. The debt at closing of $4.25 billion exceeds the $4.2 billion total enterprise valuation implicit in TPG and Thoma Bravo's equity purchase in September 2016. The market value of the equity is likely substantial however, given the cost take-outs the sponsors have initiated since taking control and current market valuations for security software companies. The ratings could be downgraded if revenues decline, the company makes a debt financed acquisition or leverage is above 7x or free cash flow to debt is below 5% on other than a temporary basis. Though unlikely in the near term, the ratings could be upgraded if leverage is sustained below 5x, free cash flow to debt exceeds 10% and the owners are expected to maintain more conservative financial policies. Liquidity is very good driven by an estimated $250 million of cash at closing, an undrawn $500 million revolver and expectations of positive free cash flow over the next 12-18 months. The following ratings were assigned: Assignments: Issuer: McAfee, LLC -- Probability of Default Rating, Assigned B2-PD -- Corporate Family Rating, Assigned B2 -- Senior Secured 1st lien Bank Credit Facilities, Assigned B1 (LGD3) -- Senior Secured 2nd lien Bank Credit Facility, Assigned Caa1 (LGD6) Outlook Actions: Issuer: McAfee, LLC -- Outlook, Assigned Stable The principal methodology used in these ratings was Software Industry published in December 2015. McAfee is a leading security software provider to consumer and corporate customers. The company headquartered in Santa Clara, CA had revenues of $2.4 billion for the twelve months ended June 2017. Private equity sponsors TPG Capital and Thoma Bravo own approximately 51% of the company. The sponsors acquired a controlling interest in April 2017 from Intel Corp, which currently holds a 49% stake. Intel acquired the company in 2010. MCAFEE LLC: S&P Assigns 'B' Corp. Credit Rating, Outlook Stable --------------------------------------------------------------- S&P Global Ratings assigned its 'B' corporate credit rating to Santa Clara, Calif.-based McAfee LLC. The rating outlook is stable. S&P, "At the same time, we assigned our 'B' issue-level rating and '3' recovery rating to McAfee's $4 billion first-lien credit facilities, which consist of a $500 million five-year revolving credit facility and a $3.5 billion seven-year term loan. The '3' recovery rating indicates our expectation for meaningful recovery (50%-70%; rounded estimate: 65%) of principal in the event of a payment default. "We also assigned our 'B-' issue-level rating and '5' recovery rating to the company's $750 million second-lien term loan. The '5' recovery rating indicates our expectation for modest recovery (10%-30%; rounded estimate: 15%) of principal in the event of a payment default. The 'B' corporate credit rating is based on the firm's considerably high leverage (which S&P estimates at nearly 8x at transaction close, factoring in adjustments for historically allocated Intel overhead expenses), weak profit margins for a software vendor with over $2 billion in revenue, and challenging industry dynamics in core endpoint security products. S&P views the company's position as the second-largest global provider of security software, recent market share gains in consumer markets, and respectable recurring revenue base as credit strengths. S&P said, "The stable outlook on McAfee is based on our expectation that ongoing margin expansion and low-single-digit revenue growth will enable the firm to reduce leverage to the low-7x area by the end of 2018. Although we believe that McAfee has considerable room to improve EBITDA margin, meaningful restructuring costs will limit margins to the low-20% area over the next 12 months, and we do see appreciable execution risk from headcount reductions in sales and marketing functions. S&P said, "We would consider lowering the rating if disruption from separation and restructuring efforts leads to declining revenues or stagnant margins, and leverage remains over 8.0x. Increased competition from new entrants or a reversal of recent share gains in consumer security could also lead to a downgrade. "Although unlikely over the next 12 months due to McAfee's high initial leverage and financial sponsor ownership, we would consider an upgrade over the longer term if the firm is able to sustain recent revenue growth momentum, grow EBITDA margins to over 25%, lower leverage to under 6x on a sustained basis, and reduce the share of financial sponsor ownership." MCCLATCHY CO: Contrarius Owns 2.67% of Class A Shares as of Aug. 31 ------------------------------------------------------------------- Contrarius Investment Management Limited and Contrarius Investment Management (Bermuda) Limited reported in a Schedule 13G/A filed with the Securities and Exchange Commission that as of Aug. 31, 2017, they beneficially own 138,441 shares of Class A common stock of The McClatchy Company, which constitutes 2.67 percent of the shares outstanding. Contrarius Investment Management Limited is a company organized under the laws of Jersey, Channel Islands. Contrarius Investment Management (Bermuda) Limited is a company organized under the laws of Bermuda. Contrarius Investment Management Limited and Contrarius Investment Management (Bermuda) Limited are together making the filing because they may be deemed to constitute a "group" for the purposes of section 13(d)(3) of the Securities Exchange Act of 1934, as amended. A full-text copy of the regulatory filing is available at: https://is.gd/oadWyP About McClatchy The McClatchy Company -- http://www.mcclatchy.com/-- is publisher of iconic brands such as the Miami Herald, The Kansas City Star, The Sacramento Bee, The Charlotte Observer, The (Raleigh) News & Observer, and the (Fort Worth) Star-Telegram. McClatchy operates 30 media companies in 29 U.S. markets in 14 states, providing each of its communities with high-quality news and advertising services in a wide array of digital and print formats. McClatchy is headquartered in Sacramento, Calif., and listed on the New York Stock Exchange under the symbol MNI. McClatchy reported a net loss of $34.19 million for the year ended Dec. 25, 2016, compared to a net loss of $300.16 million for the year ended Dec. 27, 2015. As of June 25, 2017, the Company had $1.68 billion in total assets, $1.68 billion in total liabilities, and a $8.74 million stockholders' deficit. * * * McClatchy continues to hold Moody's Investors Service's "Caa1" corporate family rating. In December 2015, Moody's affirmed the "Caa1" corporate family rating rating and changed the rating outlook to stable from positive due to continued weakness in the print advertising market and the ongoing pressure on the company's operating cashflow. McClatchy continues to hold Standard & Poor's "B-" corporate credit rating (outlook stable). As reported by the TCR on April 2, 2014, S&P affirmed all ratings on McClatchy including the 'B-' corporate credit rating, and revised the rating outlook to stable from positive. The outlook revision to stable reflected S&P's expectation that the time-frame for a potential upgrade lies beyond the next 12 months, and could also depend on the company realizing value from its digital minority interests. MERRIMACK PHARMACEUTICALS: Effects a 1-for-10 Reverse Stock Split ----------------------------------------------------------------- Merrimack Pharmaceuticals, Inc., filed a Certificate of Amendment to the Company's Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on Sept. 5, 2017, which effected as of 5:00 p.m., Eastern Time, on the Effective Date a one-for-ten reverse stock split of the Company's issued and outstanding common stock, $0.01 par value per share. As a result of the Reverse Split, every ten shares of Common Stock issued and outstanding was converted into one share of Common Stock, reducing the number of issued and outstanding shares of Common Stock from approximately 132.8 million shares to approximately 13.28 million shares. No fractional shares were issued in connection with the Reverse Split. Stockholders who would otherwise be entitled to a fractional share of Common Stock are instead entitled to receive a proportional cash payment. The Certificate of Amendment also proportionately reduced the number of authorized shares of Common Stock from 200 million to 20 million. The Reverse Split did not change the par value of the Common Stock. The Reverse Split did not change the number of authorized shares or par value of the Company's preferred stock, of which there are no shares issued or outstanding. All outstanding stock options and convertible notes entitling their holders to purchase shares of Common Stock or acquire shares of Common Stock upon conversion, as the case may be, will be adjusted as a result of the Reverse Split, as required by the terms of these securities. As previously disclosed in a Current Report on Form 8-K filed on Aug. 14, 2017, at the Company's 2017 Annual Meeting of Stockholders held on Aug. 11, 2017, the stockholders of the Company voted to approve the Certificate of Amendment. The Board of Directors of the Company previously approved and authorized the filing of the Certificate of Amendment following its approval by the stockholders. Trading of the Company's Common Stock on the NASDAQ Global Market on a Reverse Split-adjusted basis began at the opening of trading on Sept. 6, 2017. About Merrimack Cambridge, Mass.-based Merrimack Pharmaceuticals, Inc., is a biopharmaceutical company discovering, developing and preparing to commercialize innovative medicines consisting of novel therapeutics paired with companion diagnostics. The Company's initial focus is in the field of oncology. The Company has five programs in clinical development. In it most advanced program, the Company is conducting a pivotal Phase 3 clinical trial. Merrimack reported a net loss of $153.5 million on $144.3 million of total revenues for the year ended Dec. 31, 2016, compared to a net loss of $147.8 million on $89.25 million of total revenues for the year ended Dec. 31, 2015. As of June 30, 2017, Merrimack had $213.45 million in total assets, $108.97 million in total liabilities and $106.50 million in total stockholders' equity. PricewaterhouseCoopers LLP, in Boston, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, noting that the Company has negative working capital and cash outflows from operating activities that raise substantial doubt about its ability to continue as a going concern. MGM RESORTS: Moody's Revises Outlook to Pos. & Affirms Ba3 CFR -------------------------------------------------------------- Moody's Investors Service revised MGM Resorts International's (MGM) rating outlook to positive and affirmed the company's Ba3 Corporate Family Rating, Ba3-PD Probability of Default rating and SGL-1 rating. Additionally, Moody's upgraded MGM's senior unsecured rating to Ba3 reflecting the limited amount of secured debt in the capital structure. MGM announced it has reached an agreement to sell National Harbor to MGM Growth Properties, LLC for approximately $1.188 billion. As of 6/30/17, pro-forma for the proposed transaction structure, MGM's consolidated debt will decline by another $55M on top of the $475M redemption in July of the company's 11.375% bonds due 2018 resulting in improvement in credit metrics. The change in outlook reflects improvement in both consolidated and restricted group leverage and coverage due to EBITDA growth and net debt reduction. Consolidated Moody's adjusted debt/EBITDA dropped to 5.1x as of LTM 6/30/17 from 5.8x at year-end 2016 and EBIT/interest improved to 2.1x from 1.8x over the same period. For full year 2017, Moody's expects consolidated debt/EBITDA to decline slightly to 4.9x as higher debt levels to support construction in China is offset by core EBITDA growth. On a restricted group basis, pro-forma gross debt/EBITDA improves from 4.2x to 3.6x and the EBITDA/fixed charges (cash interest plus rent) will increase to 2.0x from 1.8x. MGM also announced a $1.0 billion share repurchase authorization that Moody's expects the company will execute over an indeterminate time period from a combination of free cash flow and asset sale proceeds. Over the next year, proceeds from sale of National Harbor plus free cash flow (excluding non-recourse China operations) will be more than sufficient to cover maintenance and development spending (Springfield, MA) and modest share repurchases under the new authorization. Upgrades: Issuer: MGM Resorts International -- Multiple Seniority Shelf, Upgraded to (P)Ba3 from (P)B1 -- Senior Unsecured Regular Bond/Debenture, Upgraded to Ba3(LGD4) from B1(LGD4) Outlook Actions: Issuer: MGM Resorts International -- Outlook, Changed To Positive From Stable Affirmations: Issuer: MGM Resorts International -- Probability of Default Rating, Affirmed Ba3-PD -- Speculative Grade Liquidity Rating, Affirmed SGL-1 -- Corporate Family Rating, Affirmed Ba3 RATINGS RATIONALE MGM'S Ba3 Corporate Family rating reflects the company's large scale, diversified presence on the Las Vegas Strip across multiple customer segments, solid position within several regional markets, and improving operating conditions domestically and in Macau. The ratings also incorporate the company's commitment to reaching and then maintaining consolidated net debt/EBITDA around 3.0x; this target roughly translates to 4.0x on a Moody's adjusted basis. Ratings consider MGM's concentration in Las Vegas (approximately 63% of consolidated 2016 EBITDA), exposure to the Macau gaming market that has experienced volatility in recent years as well as significant supply expansion and the ramp-up risk for MGM Cotai (opening in late 2017) and in Springfield, MA in late 2018. Moody's also expects MGM will actively pursue other large integrated resort development projects (e.g. Japan) that would require significant equity investment and debt to finance construction. Ratings could be upgraded if: Consolidated debt/EBITDA is sustained below 5.0x, fixed charge coverage remains above 2.0x; the company maintains sufficient liquidity to support both recourse and non-recourse subsidiaries; operating results of MGM China operations, including MGM Cotai, track to estimated levels, and share repurchases are funded with asset sale proceeds or cash on hand rather than debt. Ratings could be downgraded if consolidated gross debt/EBITDA is sustained above 6.0x, if EBITDA/fixed charges declines below 1.75x or the company deviates materially from its financial policy goals. The principal methodology used in these ratings was Global Gaming Industry published in June 2014. MGM owns and operates the Bellagio and MGM Grand located on the Las Vegas Strip in Nevada. The company is developing MGM Springfield in Massachusetts. MGM owns approximately 56 percent of MGM China Holdings Limited, which owns the MGM Macau resort and casino and is developing a gaming resort in Cotai. MGM also owns 50 percent of CityCenter in Las Vegas and approximately 73% of MGM Growth Properties (MGP), a real estate investment trust formed in April 2016. Consolidated net revenues for the LTM period ended June 30, 2017 were approximately $10.3 billion. MONEY CENTERS: J. Walsh Loses Bid to Dismiss Suit ------------------------------------------------- Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware denied Defendant Jason Walsh's motion to dismiss the First Amended Complaint brought by Maria Aprile Sawczuk, the Chapter 7 Trustee of the Liquidating Trust of Money Centers of America, Inc. and Check Holdings, LLC. The Complaint alleges breach of fiduciary duty, aiding and abetting breach of fiduciary duty, corporate waste, conversion, recovery of avoidable transfers, and equitable subordination. The Court finds that the Trustee's Complaint sufficiently alleged that Walsh perpetrated fraudulent transfers through conduct "of the kind" specified in sections 523(a)(2) and (a)(4) in order to withstand a motion to dismiss. The Complaint alleges among other examples, that Walsh engaged in conduct such as "transferr[ing] MCA funds to his personal bank account in excess of the compensation due to him from MCA and used MCA funds to pay personal credit card bills;" in coordination with Wolfington, "wrongfully divert[ed] more than $2 million from MCA accounts to side businesses they created, owned, and controlled;" and allegations of fact that "Walsh caused MCA funds to be diverted to his Insider Real Estate Entities in the midst of a deepening international financial crisis and a severe downturn in the U.S. real estate market," specifically while MCA was insolvent. The Court has concurrent jurisdiction to determine the dischargeability of the Trustee's claims. Furthermore, the Court finds that the Trustee has sufficiently alleged facts demonstrating that Walsh’s conduct of the kind specified under sections 523(a)(2) and (a)(4), and the Trustee has met the burden under 12(b)(6) to survive Walsh's motion to dismiss. For the aforementioned reasons, Walsh's motion to dismiss is denied. A full-text copy Judge Sontchi's Opinion dated Sept. 8, 2017, is available at: http://bankrupt.com/misc/azb14-10603-510.pdf Counsel for Defendant: Erin K. Brignola COOPER LEVENSON, P.A. 30 Fox Hunt Drive Bear, DE 19701 ebrignola@cooperlevenson.com Counsel for the Liquidating Trust: Maria April Sawczuk GOLDSTEIN & McCLINTOCK, LLLP 1201 North Orange Street, Suite 7380 Wilmington, DE 19801 marias@restructuringshop.com -and- Robert S. Michaels 111 W. Washington Street, Suite 1221 Chicago, IL 60602 robm@goldmclaw.com About Money Centers Headquartered in King of Prussia, Pa., Money Centers of America Inc. (OTC BB: MCAM.OB) -- http://www.moneycenters.com/-- provides cash access services to the gaming industry. The company delivers ATM, credit card advance, POS debit card advance, check cashing services and CreditPlus marker services on an outsourcing basis to casinos. The company also licenses its OnSwitch(TM) transaction management system to casinos so they can operate and maintain their own cash access services, including the addition of merchant card processing. Money Centers filed a Chapter 11 petition (Bankr. D. Del. Case No. 14-10603) on March 21, 2014, in Trenton, New Jersey. Kevin Scott Mann, Esq., at Cross & Simon, LLC, in Wilmington, in Delaware, serves as counsel to the Debtor. The Debtor estimated up to $1 million to $10 million in both assets and liabilities. The petition was signed by Christopher Wolfington, Chairman & CEO. MONUMENT SECURITY: Hires Campbell Taylor as Accountant ------------------------------------------------------ Monument Security, Inc., seeks authority from the U.S. Bankruptcy Court for the Eastern District of California to employ Campbell Taylor & Company, as accountant to the Debtor. Monument Security requires Campbell Taylor to: a. prepare necessary tax returns and supporting schedules; and b. provide tax consulting services which includes, estimated tax calculations, significant bookkeeping services, state nexus research, state apportionment calculations, other tax research, and yearend tax planning. Campbell Taylor will be paid at these hourly rates: Partner $411 Senior Manager $309 Manager $265 Senior Associate $171 Associate $123 Campbell Taylor will also be reimbursed for reasonable out-of-pocket expenses incurred. To the best of the Debtor's knowledge 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. Campbell Taylor can be reached at: Campbell Taylor & Company 3741 Douglas Blvd, Suite 350 Roseville, CA 95661 Tel: (916) 929-3680 About Monument Security, Inc. Monument Security, Inc., was formed in 1995, and operates a security services business in California, Nevada, Arizona, Colorado, Georgia, Florida, Indiana, Louisiana, Maryland, Missouri, New Jersey, New York, Ohio, Oregon, Texas, Utah, Washington, and Wyoming. It also subcontracts work to other security providers in Alaska, Arizona, New Mexico and North Carolina. The business had been successfully run by Scott McDonald for many years and regularly employs more than 1000 employees. Monument Security filed a Chapter 11 petition (Bankr. E.D. Cal. No. 17-20689) on Feb. 1, 2017. Michael Bivians, CEO, signed the petition. At the time of filing, the Debtor disclosed total assets of $2.82 million and total liabilities of $3.11 million. The case is assigned to Judge Robert S. Bardwil. The Debtor is represented by Matthew R. Eason, Esq., and Kyle K. Tambornini, Esq., at Eason & Tambornini. MOUNTAIN CREEK: Hires Acacia as Special Financial Advisor --------------------------------------------------------- Mountain Creek Resort, Inc., et al., seek authority from the U.S. Bankruptcy Court for the District of New Jersey to employ Acacia Financial Group, Inc., as special financial advisor to the Debtors. Mountain Creek requires Acacia to: -- review bond documents, service agreements, debt schedules and other material necessary to gain an understanding of the outstanding bonds and obligation of the Debtors to Vernon Township and Sussex County Municipal Utilities Authority (SCMUA); -- prepare the debt restructuring scenarios of the applicable bonds to determine how much debt service relief might be possible based on current market conditions, available municipal bond products, and applicable bond and tax laws; -- provide insight and guidance regarding the debt issuance process; and -- attend meetings and conference calls as necessary. Acacia will be paid at these hourly rates: Co-President/Managing Director $325 Senior Vice President/Vice President $275 Assistant Vice President/Associate $225 Analyst $200 Acacia will also be reimbursed for reasonable out-of-pocket expenses incurred. Joshua Nyikita, managing director of Acacia Financial Group, 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 Debtors and their estates. Acacia can be reached at: Joshua Nyikita Acacia Financial Group, Inc. 6000 Midlantic Drive, Suite 410 North Mt. Laurel, NJ 08054 Tel: (856) 234-2266 Fax: (856) 234-6697 About Mountain Creek Resort, Inc. Mountain Creek Resort Inc. owns and operates the Mountain Creek Resort, a four-season resort located in Vernon, New Jersey. The Resort is the New York/New Jersey Metro area's closest ski resort with 167 skiable acres on four mountain peaks, 1,040 vertical feet, 46 trails, and 11 lifts. The Resort also operates and manages the Appalachian Hotel and the Black Creek Sanctuary townhomes. Mountain Creek Resort, Inc., and five affiliated debtors filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No. 17-19899) on May 15, 2017. The cases are pending before the Honorable Judge Stacey L. Meisel, and jointly administered. Mountain Creek estimated $10 million to $50 million in assets and debt. The Debtors hired Lowenstein Sandler LLP as bankruptcy counsel; Houlihan Lokey Capital, Inc., as business consultant and investment banker; and Prime Clerk LLC as claims and noticing agent. Acacia Financial Group, Inc., as special financial advisor. On May 24, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Trenk, DiPasquale, Della Fera & Sodono, P.C., represents the committee as bankruptcy counsel. MRC GLOBAL: S&P Affirms 'B' Corp. Credit Rating, Outlook Stable --------------------------------------------------------------- S&P Global Ratings affirmed its 'B' corporate credit rating on Houston-based MRC Global (US) Inc. The outlook is stable. S&P said, "We also raised our issue-level rating on the company's senior secured term loan to 'B+' from 'B'. The recovery rating is '2', reflecting our expectation for substantial (70%-90%; rounded estimate: 75%) recovery in the event of a payment default. "The outlook revision on MRC Global incorporates our view that the proposed refinancing has eliminated our previous capital structure concerns and that the company's improved operating performance will produce credit metrics commensurate with the rating over the next 12 months. We expect MRC to continue to benefit from an improved energy market, which should be supported by higher U.S. rig count. "The stable outlook incorporates our view that MRC will maintain credit metrics commensurate with the rating over the next 12 months. We expect the company to produce adjusted debt to EBITDA of 4x-4.5x and funds from operations (FFO) to debt of 17%-19% over the next 12 months. "We could consider an upgrade in the next 12 months if MRC is able to execute its plan for continued improved operating performance, which could likely be predicated on energy prices being sustained near, or above, current prices. This could result in adjusted debt to EBITDA below 4x or FFO to debt above 20% on a sustained basis. "We consider a downgrade in the next 12 months to be unlikely. However, we could consider a downgrade if drilling activity in North America decreased significantly, which we expect would have an adverse impact on MRC's operating performance. We could also consider a negative rating action if MRC completed a large debt-financed acquisition. Either of these scenarios could result in adjusted debt to EBITDA above 5x or FFO to debt below 10% on a sustained basis." MRI INTERVENTIONS: Terminates Registration of Unsold Securities --------------------------------------------------------------- MRI Interventions, Inc., filed with the Securities and Exchange Commission on Sept. 30, 2016, a registration statement on Form S-1 (File No. 333-213896), which was originally declared effective by the SEC on Oct. 11, 2016, and was subsequently amended by a post-effective amendment no. 1 to such registration statement filed by the Company with the SEC on July 7, 2017, and declared effective by the SEC on July 19, 2017. The Registration Statement registered the resale of 1,589,580 shares of common stock of the Company, consisting of 821,000 outstanding shares of common stock and 768,580 shares of common stock issuable upon the exercise of outstanding warrants, by certain selling securityholders. 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 by means of a post-effective amendment any securities that remain unsold at the termination of the offering, the Company filed a post-effective amendment No. 2 to the Registration Statement on Sept. 6, 2017, to terminate the effectiveness of the Registration Statement and to remove from registration all securities registered but not sold under the Registration Statement. About MRI Interventions Based in Irvine, Calif., MRI Interventions, Inc. -- http://www.mriinterventions.com/-- is a medical device company. The Company develops and commercializes platforms for performing minimally invasive surgical procedures in the brain and heart under direct, intra-procedural magnetic resonance imaging (MRI) guidance. It has two product platforms: ClearPoint system, which is used to perform minimally invasive surgical procedures in the brain and ClearTrace system, which is under development, to be used to perform minimally invasive surgical procedures in the heart. MRI Interventions incurred a net loss of $8.06 million for the year ended Dec. 31, 2016, compared to a net loss of $8.44 million for the year ended Dec. 31, 2015. As of June 30, 2017, MRI Interventions had $16.85 million in total assets, $8.32 million in total liabilities and $8.52 million in total stockholders' equity. Cherry Bekaert LLP, in Charlotte, North Carolina, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company incurred net losses during the years ended Dec. 31, 2016, and 2015 of approximately $8.1 million and $8.4 million, respectively. Additionally, the stockholders' deficit at Dec. 31, 2016, was approximately $756,000. These conditions raise substantial doubt about the Company's ability to continue as a going concern. MWM & SONS: 7750 Annapolis Buying All Assets for $1.6M ------------------------------------------------------ MWM & Sons, Corp., asks the U.S. Bankruptcy Court for the District of Maryland to authorize the sale of (i) real property located at 7750 Annapolis Road Lanham, Maryland; and (ii) all or substantially all of property 7750 Annapolis, LLC for $1,625,000, subject to overbid. Objections, if any, must be filed no later than 21 days for the date of the notice. The Property consists of two separate buildings. On the front side of the dividing line is the gas station, a convenience store and a repair shop known as the "Leased Property." Behind the dividing line there is a body shop known as the "Non-Leased Property." The Bhatti Bros. were to have a tenancy and access to the Leased Property and no tenancy or access to the Non-Leased Property. However, the Bhatti Agreement still representing a pro se effort by two parties determined not to rely on counsel, was bereft of clarity in many respects. With some attempts to resolve open issues in the pleading submitted, the Bhatti Agreement was submitted to the Court with the Amended Motion to Assume Unexpired Lease containing such terms, on November 2014, and the Order itself approving same, which was entered after hearing on March 2015. The scheduled value of the Property is $1,500,000 which is the value set by the Debtor after reviewing various sources of valuation from multiple sources; but has been supplemented now by rising market prices and the Debtor's testimony as owner that the Property is worth $2.2 million to $2.5 million. The SDAT valuation of the Property is $946,700 as of January, 2017. The Debtor filed the Chapter 11 case on Dec. 2, 2016, in order to facilitate the sale free and clear of real property; namely, a gas station and repair facility, that is burdened by numerous and overlapping claims and interests. The background of these disputes is complex and this is a sale of all or substantially all of the assets of the Debtor. The bankruptcy case followed a prior Chapter 11 case which was pending between 2013 and 2016, in which prior case the Debtor successfully was able to reject a dealership agreement with Sunoco; gained approval of a new dealership with Citgo; and resolved disputes with a former tenant/interest holder; namely, Bhatti, Faisal Bhatti, and Idrees Bhatti ("Bhatti Bros") while creating a further detailed but unwieldy Court approved agreement. However, the Debtor was unable to obtain approval for its reorganization in the prior case. This arose because of the difficulties encountered with required debt service to TD Bank, NA, its secured lender; disputes involving other claims; and ultimately because of the inability of Moin Ahmad to timely and successfully regain his inspection certificate which was a requirement to aid in funding the Plan. The first case was dismissed in early 2016 to give the Debtor an opportunity outside of bankruptcy to resolve its financial troubles by a sale of the real property and/or by leasing it as was then authorized to the two tenants Bhatti Bros. and Mr. Abdelgalil Morsal Morsal. Between early 2016 and the December, 2016 petition date, the Debtor went through at least four potential buyers. Following in the footsteps of Babar Ifikhar, Zahid Feroze and Petroleum Marketing Group, Inc. ("PMG"), came Meir Duke, principal of the Buyer, notified the counsel for the Debtor on Sept. 5, 2017 that he wished to purchase the Property in cash for $1,625,000. A contract was provided today after adjustments, signed by Mr. Duke. The Contract is substantially similar to that of PMG, but is changed for context. The present Contract with the Buyer does not contain any brokerage commission and there was no realtor who was a procuring cause for it. It does not contemplate a formal separate bidding structure; but rather allows third parties to advance their bidding through $100,000 increments following various events by 10 days. The Contract provides for a sale of the Property by the Debtor to the Purchaser for $1,625,000. The Purchaser has placed a good faith deposit of $25,000 in escrow with Mark Devan, Esq., the counsel for the Purchaser. Here, the Property means the real property, and improvements and includes the equipment/inventory that will pass along with the sale per the Contract, and good will is being sold (such as the telephone number). No assets are excluded. The sale is free and clear of all liens, leases, claims, encumbrances or interests, and will satisfy all real property tax liens, mortgage liens, attorney charging liens by statute, with any surplus paid in the order of priority. The Buyer will pay the purchase price at closing for all of the assets, with application of the deposit to the purchase price at $25,000 for a remainder of $1,600,000. The Buyer has required that approval of the Contract by the Court occurs by Nov. 30, 2017 otherwise the Contract will be released by both parties and the deposit returned. A title contingency exists whereupon the Buyer may notify the Debtor at or prior to closing of any material title issues and the Contract provides for a means to resolution of those issues or a cancellation of the Contract if the problems cannot be resolved within the terms of that provision. The Debtor (i) must be in good standing as a body corporate; (i) has authority to enter into the Contract for sale free and clear, or have approval of the Court; and (iii) has a series of compliance checks such as operating under valid permits and does not have any litigation pending against it other than the Chapter 11 case which would have an adverse impact on the Buyer's intended use of the Property. Environmental terms are set forth in the Contract which require appropriate permits and compliance with applicable laws. The Debtor is obligated to comply with termination of the Bhatti Bros. rights whatever they may be; the PMG Agreement, and the Morsal Lease. The Debtor had previously withdrawn the Motion to Reject the PMG Agreement (executory contract) because it was inconsistent with the sale approval sought thereby under the PMG Contract for sale of the Property, and if the Debtor was going to consummate that Contract after approval through a Plan, the Plan itself will assume the PMG Agreement, and if not, then the Plan will reject the PMG Agreement. This remains germane because PMG may still exercise its right of first refusal as to the present Contract, which if unrebutted by this Buyer or any third party, would require the Debtor to close on the PMG Contract, as revised for a matching purchase price of $1,625,000 or higher as circumstances may present. If PMG fails to exercise a right of first refusal or a higher offer within stated parameters for the purchase of this Property, then a Motion for Rejection of PMG Executory Contract will be filed. The Debtor intends to seek a 7-day window for PMG to exercise the right of first refusal, if it is to be executed. The Debtor is to file appropriate Court documents to seek the rejection or other conclusion of these parties in interest potential rights in the case and the Property. The Debtor and the Buyer have provisions as to ongoing litigation, and in particular one issue that has arisen is a Motion for Relief From Stay by TD Bank which could negatively impact the purchase of this Property by the Buyer from the Seller. TD Bank has been placed on notice of this. Further, there is approximately $84,000 in unpaid real property taxes that need to be paid, with interest from the sale proceeds. There are a number of conditions including title, rejection of the rights of Bhatti Bros.; PMG Agreement and the Morsal lease. There is no further bidding motion to set procedures for a "stalking horse" auction before the Court as this process has not been productive. The Closing will occur 60 days after an Order confirming the Debtor's Plan which will attempt to exclude transfer taxes and stamp taxes from the transaction, and there is some obligation for a further extension for 30 days if required. The Debtor has an obligation to employ a real estate attorney to prepare a special warranty deed and a bill of sale for Buyer. All settlement charges, taxes and utilities will be pro-rated as of the date of settlement as is customary. The Debtor has duties to continually operate and not abandon the business during the course of the sale. There is no brokerage fees or engagement in this sale to the Buyer. This produces a $113,750 benefit to the estate above and beyond any contracts procured by NAI Michaels (ie; Lanham Petroleum, LLC and Bass Properties, Inc. and a subsidiary of PEPCO) wherein Debtor had agreed to a 7% commission to NAI Michaels. NAI Michaels' engagement has expired in the early Spring of 2017 without renewal. This does not preclude Bass Properties or Lanham Petroleum or the subsidiary of PEPCO being brought to submit a bid this Contract. Should such specified entities bid and obtain the highest and best offer, NAI Michaels may seek allowance of commission by fee application; but NAI Michaels has no commission to the extent the Buyer purchases the Property, or any other entity than those three identified above that attach to NAI Michaels. The Debtor has agreed with Buyer to $100,000 increments to the Contract or any successor to the Contract as the price continues to rise, or is met by right of first refusal exercise by PMG. There is no break up feet, nor will any subsequent contract contain such a feature because the sale process will be finalized as to the buyer before any due diligence is completed. There is no employment of Moin Ahmad or any splitting of inspections revenue as was tied to the Lanham Petroleum contract. According to the Motion for Relief From Stay filed by TD Bank, NA, the payoff as of December 2016 was $1,136,422.35. A payoff effective as of the contemplated closing date of September 2017 (or even the present) has been requested, but not received. A per diem has likewise been requested of TD Bank. An Objection to Claim may exist against TD Bank which may reduce the payoff by $100,000 or more, and would require filings in the Circuit Court for Prince George's County, Maryland. Other actions by offset may exist against TD Bank for tortious interference with contract that may be of indeterminate present value. Prince George's County holds a tax claim of approximately $84,000. The counsel for the Debtor holds a charging lien pursuant to Maryland law at present of approximately $87,911 above retainers provided, without effect to out of pocket costs. The transfer taxes are likely to be waived, and closing costs otherwise are minimal. It is unknown the amount of allowed claims given the Bhatti Bros. claims are in dispute. The Debtor's counsel will be filing shortly a first and final fee application, and anticipates fees in excess of $90,000 or likely more from the sale proceeds. Its accountant Alan Stokes will need supply information concerning his administrative expenses (last checked being $2750; however, these undoubtedly have risen). Further, the United States Trustee quarterly fees will have to be paid from operations and the Debtor is to sustain those payments timely. A copy of the Purchase Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/MWM_&_Sons_180_Sales.pdf The PMG can be reached at: Ejtemai Abdolhossein President PETROLEUM MARKETING GROUP, INC. 12680 Darby Brook Court Woodbridge, VA 22192 TD Bank can be reached at: Bharat Masrani, President TD BANK, NA 336 Route 70 East; 2nd Floor Marlton, NJ 08053 TD Bank is represented by: Jon Levine, Esq. LEVINE & ASSOC. PLLC 5311 Lee Highway Arlington, VA 22207 The Tenant: Mr. Abdelgalil Morsal t/a REMA AUTOBODY 9924 E. Franklin Avenue Glenndale, MD 20769 The Purchaser: Meir Duke, Managing Member ANNAPOLIS 7750, LLC 11421 Cronhill Drive, Ste G Owings Mills, MD 21117 The Purchaser is represented by: Mark S. Devan, Esq. THE ALBA LAW GROUP, P.A. 11350 McCormick Road, Ste 200 Executive Plaza III Hunt Valley, MD 21031 Telephone: (443) 541-8600 x 8545 Facsimile: (410) 296-2131 E-mail: mdevan@albalawgroup.com About MWM & Sons MWM & Sons Corporation filed a Chapter 11 bankruptcy petition (Bankr. D.MD. Case No. 16-25851) on Dec. 2, 2016. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Moin M. Ahmad, president. The Hon. Wendell I. Lipp presides over the case. The Burns Law Firm is the Debtor's counsel. Weil, Akman, Baylin & Coleman, PA, is the Debtor's accountant. NAVISTAR INTERNATIONAL: Posts $37M Net Income in Third Quarter -------------------------------------------------------------- Navistar International Corporation filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting net income attributable to the Company of $37 million on $2.21 billion of net sales and revenues for the three months ended July 31, 2017, compared to a net loss attributable to the Company of $34 million on $2.08 billion of net sales and revenues for the three months ended July 31, 2016. For the nine months ended July 31, 2017, Navistar reported a net loss attributable to the Company of $105 million on $5.97 billion of net sales and revenues compared to a net loss attributable to the Company of $63 million on $6.04 billion of net sales and revenues for the nine months ended July 31, 2016. As of July 31, 2017, Navistar had $6.08 billion in total assets, $11 billion in total liabilities and a total stockholders' deficit of $4.92 billion. Third quarter 2017 EBITDA was $160 million, versus EBITDA of $96 million in the same period one year earlier. The third quarter of 2017 included $34 million in adjustments, including a $31 million charge for a legacy engine litigation matter, $6 million of pre-existing warranty charges, and $3 million net benefit in asset impairments and restructuring costs. Excluding these items, adjusted EBITDA was $194 million in the third quarter of 2017, compared to $132 million in the same period one year ago. Revenues in the quarter were $2.2 billion, up 6% from the same period one year ago, primarily due to an increase in Truck segment volumes. "We returned to profitability this quarter thanks to strong operational performance across the board, highlighted by a 15-percent increase in chargeouts and solid market share gains amid flat industry conditions, and strengthening margins," said Troy A. Clarke, Navistar chairman, president and chief executive officer. "We also moved ahead with new products and solutions that position us well for ongoing growth, while continuing to restructure our business to improve our future competitiveness." Navistar ended third quarter 2017 with $973 million in consolidated cash, cash equivalents and marketable securities. Manufacturing cash, cash equivalents and marketable securities were $923 million at the end of the quarter. The Company had a number of commercial and product highlights during its third quarter, starting with the first customer shipments of the LT Series and RH Series on-highway products with the company's new A26 12.4-liter engine. Internal testing shows that with this new engine, these vehicles are delivering up to 9 percent in fuel economy improvement over the comparable models built only a year ago. In the school bus segment, the Company moved forward with multiple improvements and innovations that set up future share gains. These include the Company's well-received propane model and introduction of the Cummins L9 product in the RE Series bus. IC Bus's gasoline-powered school bus is coming in 2018. The company also announced a strategic relationship with Edulog, a leading provider of student transportation planning and scheduling software solutions. Through integration with our OnCommand Connection telematics system, the resulting new solutions will deliver a powerful combination of uptime and on-time to the school bus market. Additionally, OnCommand Connection introduced its own OnCommand Connection Telematics Solution, a new entry positioned to provide major value to the roughly 70 percent of the smaller-fleet market that does not currently use telematics. This Telematics solution is integrated with the company's Advanced Remote Diagnostics and its new Electronic Driver Log, which addresses the federal Hours of Service mandate that takes effect this December. The Company's alliance with Volkswagen Truck & Bus is moving forward as planned. The two companies are finding significant opportunities to leverage their combined scale through their procurement joint venture, while also pursuing technology collaboration on a number of fronts. The Company reiterated its 2017 guidance: * Retail deliveries of Class 6-8 trucks and buses in the United States and Canada are forecast to be in the range of 305,000 units to 335,000 units for fiscal year 2017. * Full-year 2017 revenues are expected to be similar to 2016. * Full-year 2017 adjusted EBITDA is expected to be higher than 2016. * Fiscal year end 2017 manufacturing cash is expected to be about $1 billion. "Looking ahead, I like our position as we enter the prime selling season," Clarke said. "I feel good about the fourth quarter and look forward to finishing the year on a strong note." A full-text copy of the Form 10-Q is available for free at: https://is.gd/glIvkL About Navistar Navistar International Corporation (NYSE: NAV) -- http://www.navistar.com/-- is a holding company whose subsidiaries and affiliates produce International brand commercial and military trucks, proprietary diesel engines, and IC Bus brand school and commercial buses. An affiliate also provides truck and diesel engine service parts. Another affiliate offers financing services. Navistar reported a net loss attributable to the Company of $97 million on $8.11 billion of net sales and revenues for the year ended Oct. 31, 2016, compared with a net loss attributable to the Company of $184 million on $10.14 billion of net sales and revenues for the year ended Oct. 31, 2015. * * * Navistar carries a 'B3' Corporate Family Rating (CFR) and stable outlook from Moody's. Moody's said in January 2017 that Navistar's ratings reflects the continuing challenges the company faces in re-establishing its competitive position and profitability in the North American medium and heavy truck markets. In March 2017, Fitch Ratings upgraded the Issuer Default Ratings (IDR) for Navistar International Corporation (NAV), Navistar, Inc., and Navistar Financial Corporation (NFC) one notch to 'B-' from 'CCC' and removed the ratings from Rating Watch Positive. The upgrade reflects improved prospects for NAV's financial performance due to its alliance with VW T&B. In March 2017, S&P Global Ratings said it raised its corporate credit ratings on Navistar International Corp. and its subsidiary Navistar Financial Corp. to 'B-' from 'CCC+'. The outlook is stable. The upgrade follows Navistar's strategic alliance with Volkswagen Truck & Bus, which includes Volkswagen Truck & Bus' 16.6% equity stake in Navistar, definitive agreements for the two companies to collaborate on technology, and the formation of a procurement JV. NEOPS HOLDINGS: Creditors' Panel Hires Blakeley as Counsel ---------------------------------------------------------- The Official Committee of Unsecured Creditors of Neops Holdings, LLC, et al., seeks authorization from the U.S. Bankruptcy Court for the District of Connecticut to retain Blakeley LLP, as counsel to the Committee. The Committee requires Blakeley to: a. assist the Committee in its investigation of the acts, conduct, assets, liabilities and financial condition of the Debtors, the operation of the Debtors' business, including the formulation of a plan of reorganization; b. advise the Committee as to its duties and powers; c. appear on behalf of the Committee at all meetings required under the guidelines of the OUST; d. assist the Committee with respect to the legal ramifications of any proposed financing, refinancing or sale of real or personal property; e. advise the Committee regarding its rights and duties in connection with leases and other agreements; f. prepare on behalf of the Committee necessary applications, answers, orders, reports and other legal papers; g. assist the Committee in complying with the requirements of the OUST; h. negotiate with holders of unsecured claims and to file objections to such claims, if necessary; i. assist the Committee in preparing and presenting to the Court a disclosure statement and plan of reorganization; j. obtain, and subject to Court approval, confirm a plan of reorganization; and k. perform other legal services as may be required in the interests of the creditors. Blakeley will be paid at these hourly rates: Scott E. Blakeley $495 Ronald A. Clifford $395 Other Associates $295 Law Clerks $145 Paralegals $145 Blakeley will also be reimbursed for reasonable out-of-pocket expenses incurred. Ronald A. Clifford, a partner of Blakeley 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. Blakeley can be reached at: Ronald A. Clifford, Esq. BLAKELEY LLP 18500 Von Karman Ave., 5th Floor Irvine, CA 92612 Tel: (949) 260-0611 Fax: (949) 260-0613 About Neops Holdings, LLC Headquartered in Branford, Connecticut, New England Orthotic -- http://www.neops.net/-- is a provider of state-of-the-art orthotic and prosthetic patient care products and services in the eastern United States. The partnership was founded by certified orthotists and prosthetists who were dissatisfied with large impersonal corporations where the constant pressures of consolidation and cost containment can hamper effective patient care. NEOPS Holdings LLC and its affiliates including New England Orthotic and Prosthetic Systems, LLC, filed for Chapter 11 protection (Bankr. D. Conn. Lead Case No. 17-31017) on July 11, 2017. The petitions were signed by David Mahler, president and CEO. NEOPS Holdings estimated its assets at between $1 million and $10 million and its liabilities at between $10 million and $50 million. New England Orthotic estimated its assets at up to $50,000 and liabilities at between $1 million and $10 million. Judge Ann M. Nevins presides over the case. James Berman, Esq., and Joanna M. Kornafel, Esq., at Zeisler & Zeisler, P.C., serve as the Debtors' bankruptcy counsel. The Debtors hired Daniel O'Brien as their restructuring and financial advisor. On July 21, 2017, the U.S. Trustee for Region 2 appointed an official committee of unsecured creditors. The Committee hired Blakeley LLP, as counsel. NET ELEMENT: Incurs $1.71 Million Net Loss in Second Quarter ------------------------------------------------------------ Net Element, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $1.71 million on $16.14 million of total revenues for the three months ended June 30, 2017, compared to a net loss of $5.38 million on $13.69 million of total revenues for the three months ended June 30, 2016. The Company reported a net loss of $4.25 million on $29.70 million of total revenues for the six months ended June 30, 2017, compared to a net loss of $7.27 million on $24.95 million of total revenues for the six months ended June 30, 2016. As of June 30, 2017, Net Element had $21.97 million in total assets, $19.99 million in total liabilities and $1.97 million in total stockholders' equity. The increase in net revenues for the second quarter ended June 30, 2017, is primarily due to growth in the Company's North America Transaction Solutions and Online Solutions segments: * North America Transaction Solutions Segment: Continued organic growth of SMB merchants in this segment with emphasis on value-added offerings. Revenues for this segment were $13.9 million, a 31% increase over the prior year. * Online Solutions Segment: Revenues for this segment were $2 million, a 33% increase over the prior year. * Mobile Solutions Segment: As a result of a change in business model previously reported, revenues for this segment were $0.5 million vs $1.8 million, a 71% decrease over the prior year. The Company expects to maintain a smaller staff at Digital Provider and it has canceled its existing office lease and will consolidate Digital Provider's physical operations into PayOnline. The Company also is looking to develop a new business plan for Digital Provider that includes, but is not limited to, a model that requires less working capital than the current pre-pay model and provides for diversified, scalable business. * Reduction of Corporate Overhead: The redundancies of the Company's corporate staff at Net Element Russia were eliminated with responsibilities being absorbed by existing PayOnline staff. In addition, Net Element Russia's Moscow corporate office and apartment leases were cancelled with the consolidation into PayOnline. Recent Highlights: * Centralized international operations; * Launched PayOnline platform, which supports electronic commerce in the United States; * Launched support for iDeal, the leading payment system in The Netherlands; * Expanded payment module to include InSales, a popular omni- channel commerce and CMS platform; * Partnered with Payvision in Europe, expands to access to global currencies; * Launched payment acceptance for international mobile network operator; * Launched "Online Cashier" fiscal cloud-based point of sale solution for Russian merchants; * Launched Apple Pay Support in Russia; * Launched "Instant Credit" for online merchants "We are pleased with our continued growth. Our results are a reflection of our ability to deliver growth," commented Oleg Firer, CEO of Net Element. "We are excited about our strategic initiatives for the remainder of the year as we continue to streamline international operations and reduce operating expenses while managing the strong U.S. growth and expansion." A full-text copy of the Form 10-Q is available for free at: https://is.gd/nXmunh About Net Element Net Element, Inc. (NASDAQ: NETE) -- http://www.netelement.com/-- operates a payments-as-a-service transactional and value-added services platform for small to medium enterprise in the US and selected emerging markets. In the U.S. it aims to grow transactional revenue by innovating SME productivity services such as its cloud based, restaurant and retail point-of-sale solution Aptito. Internationally, Net Element's strategy is to leverage its omni-channel platform to deliver flexible offerings to emerging markets with diverse banking, regulatory and demographic conditions such as UAE, Kazakhstan, Kyrgyzstan and Azerbaijan where initiatives have been recently launched. Net Element was named in 2016 by South Florida Business Journal as one of the fastest growing technology companies. 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. NORTH AMERICAN GROUP: Hires Solomon and Hoover as Accountant ------------------------------------------------------------ North American Group, Inc., seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ Solomon and Hoover CPA, PLLC, as accountant to the Debtor. North American Group requires Solomon and Hoover to: a. advise on financial advisory matters; b. handle tax compliance filings; c. prepare the annual tax returns; d. compile and format data and analysis that are necessary and appropriate in the bankruptcy case; e. prepare forecasts and budgets of Debtor's operations and cash flows, as necessary; f. assist the Debtor's counsel and any other professionals, including without limitation, appraisers, brokers or investment bankers, if such professionals are retained; and g. provide other accounting related activities as mutually agreed to between the parties. Solomon and Hoover will be paid at these hourly rates: Gene Solomon $275 Staff $75-$150 Solomon and Hoover will also be reimbursed for reasonable out-of-pocket expenses incurred. Gene Solomon, member of Solomon and Hoover 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 Debtor and its estates. Solomon and Hoover can be reached at: Gene Solomon SOLOMON AND HOOVER CPA, PLLC 1342 Colonial Blvd., Suite B-11 Fort Myers, FL 33907 Tel: (239) 939-5303 About North American Group, Inc. North American Group, Inc., is a business management consultant in the Fort Myers Shores, Florida. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 17-05271) on June 16, 2017. Matthew Franklin Klein, vice-president of operations, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets and liabilities of $1 million to $10 million. Michael R. Dal Lago, Esq., at Dal Lago Law serves as the Debtor's bankruptcy counsel. Judge Caryl E. Delano presides over the case. An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of North American Group, Inc. as of July 28, according to a court docket. NUVERRA ENVIRONMENTAL: Cancels Pre-Bankruptcy Common Stock ---------------------------------------------------------- Nuverra Environmental Solutions, Inc. filed a Form 15 with the Securities and Exchange Commission notifying the termination of registration of its: * common stock, par value $0.001 per share; and * common stock, par value $0.01 per share, and Warrants to purchase Common Stock, with an exercise price of $39.82, issued by Nuverra Environmental Solutions, Inc. after Aug. 7, 2017, when it emerged from bankruptcy. Nuverra's old common stock, par value $0.001 per share, was cancelled upon the Company's emergence from its Chapter 11 bankruptcy proceedings on Aug. 7, 2017. Pursuant to the Company's plan of reorganization, on Aug. 7, 2017, the Company issued new shares of common stock, par value $0.01 per share, which is registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended, and is subject to the reporting requirements thereunder pursuant to Section 13(a). About Nuverra Environmental Nuverra Environmental Solutions, Inc. (OTCQB: NESC) provides environmental solutions to customers focused on the development and ongoing production of oil and natural gas from shale formations. The Scottsdale, Arizona-based Company operates in shale basins where customer exploration and production activities are predominantly focused on shale and natural gas. Nuverra Environmental and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 17-10949) on May 1, 2017. The Hon. Kevin J. Carey presides over the cases. The Bankruptcy Court approved Nuverra Environmental Solutions' Disclosure Statement and concurrently confirmed its Amended Prepackaged Chapter 11 Plan of Reorganization on July 25, 2017. On Aug. 7, 2017, the Plan became effective pursuant to its terms and the Company and its material subsidiaries emerged from the Chapter 11 cases. Shearman & Sterling LLP served as bankruptcy counsel to the Debtors, with the engagement led by Fredric Sosnick, Esq., Sara Coelho, Esq., and Stephen M. Blank, Esq. Young Conaway Stargatt & Taylor, LLP, and Shearman & Sterling LLP, served as the Debtors' co-counsel. AP Services, LLC, acted as the Debtors' restructuring advisor. Lazard Freres & Co. LLC and Lazard Middle Market LLC served as the investment banker. Prime Clerk LLC served as the claims and noticing agent. On May 19, 2017, the U.S. Trustee appointed an official committee of unsecured creditors. As of July 2017, David Hargreaves has resigned from the Committee. Kilpatrick Townsend & Stockton LLP served as counsel and Batuta Capital Advisors LLC as financial advisor to the Committee. Landis Rath & Cobb LLP served as Delaware counsel. OFFICE ON EASY STREET: Unsecureds to Get 25% Under Chapter 11 Plan ------------------------------------------------------------------ Office on Easy Street Inc. filed with the U.S. Bankruptcy Court for the District of Arizona a disclosure statement dated Aug. 23, 2017, referring to the Debtor's reorganization plan. The Debtor will pay unsecured creditors with valid and proven Class 7 claims an amount of $25,000 on a pro rata basis. The amount will be paid in installments of $5,000 every six months, the first payment to be paid six months after the date of confirmation. Interest at 3% per annum will additionally be paid. It is the opinion of the Debtor that unsecured creditors having valid and proven claims in this class will receive approximately 25% of the claim. This class is impaired by the Plan. The owner of the Debtor is Catherine Marr. Ms. Marr will contribute a total of $10,000 to assist in consummation of the Plan. Additionally, an amount due CAREFREE 34, INC., approximating $333,391 for rent and loans will not be paid under the Plan. It is the belief of MARR that if a Chapter 7 occurs, there will be absolutely no funds left for unsecured creditors. Due to the amounts of administrative, secured, lease, and unsecured claims, Ms. Marr believes no net value will be applicable for the Debtor for an extensive period of time. The owner is of the opinion that, due to the fact there is no net value of the Debtor, such amount of $10,000 is an equivalent value of her interest in the Debtor. The amount of $10,000 will be contributed within six months of the date of confirmation. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/azb16-10434-78.pdf Office on Easy Street Inc. operates a restaurant at 34 Easy Street, Carefree, Arizona, which does business as VENUES CAFE. The Debtor was incorporated on April 5, 2005. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 16-10434) on Sept. 9, 2016. The case is assigned to Judge Eddward P. Ballinger Jr. OMEROS CORP: Data Show Improvement in Patients Treated with OMS721 ------------------------------------------------------------------ Omeros Corporation announced additional follow-up data from patients with immunoglobulin A (IgA) nephropathy treated with OMS721 in the Phase 2 clinical trial of glomerulonephropathy. OMS721 is Omeros' lead human monoclonal antibody targeting mannan-binding lectin-associated serine protease-2 (MASP-2), the effector enzyme of the lectin pathway of the complement system. As presented in June 2017 at the 54th Congress of the European Renal Association-European Dialysis and Transplant Association, patients with IgA nephropathy demonstrated clinically and statistically significant improvement in proteinuria during the course of the clinical trial. After these patients completed the trial, the clinical investigator continued to follow them per standard of care. Follow-up data up to approximately one year after completion of treatment are available. As previously reported, all four IgA nephropathy patients in the clinical trial demonstrated a substantial reduction in proteinuria measured by both 24-hour urine protein excretion levels and urinary albumin/creatinine ratios (uACRs). In post-trial follow-up, urine protein/creatinine ratios (uPCR) were measured by the investigator according to his practice standard. For purposes of post-hoc comparisons of proteinuria during and after the clinical trial, each post-trial uPCR value was converted to uACR (Zhao, Clin J Am Soc Nephrol 2016;11:947-55). In follow-up, three of the four patients have maintained reductions in proteinuria. In these three patients uACRs remained reduced at 14 percent, 23 percent, and 24 percent of the patients’ baseline values prior to OMS721 treatment. In addition, a suggestion of improvement in estimated glomerular filtration rate (eGFR), a measure of renal function, was observed in 3 of the 4 patients after the trial. The patient with the most severe reduction in kidney function demonstrated eGFR improvement from 30 mL/min/1.73 m2 to 47 mL/min/1.73 m2, an improvement of 57 percent. OMS721 was well-tolerated in the clinical trial with fatigue and anemia the most commonly reported adverse events. "The persistent reduction of proteinuria following completion of OMS721 treatment in these patients is impressive and provides additional evidence of the important role of the lectin pathway in IgA nephropathy," stated Geoffrey Block, M.D., director of clinical research at Denver Nephrology. "The improvements observed in eGFRs also suggest that OMS721 could provide further benefit to patients by potentially precluding or substantially extending the time to the need for dialysis and reducing the risk of complications associated with progression of chronic kidney disease." Omeros has initiated a Phase 3 clinical program for OMS721 in IgA nephropathy and expects to begin a Phase 3 clinical trial in this disease later this year. FDA has granted OMS721 both breakthrough and orphan designations in IgA nephropathy. "The durable reduction in proteinuria that we're seeing with OMS721 for one year after cessation of treatment is unprecedented in my experience," said Jonathan Barratt, Ph.D., F.R.C.P., professor of renal medicine in the Department of Infection, Immunity & Inflammation at University of Leicester and honorary consultant nephrologist at Leicester General Hospital. "With this one-year follow-up, we are also seeing improvement in eGFR, which usually takes significantly longer to be evident. Two of the four patients demonstrated a slight increase, with one of the patients showing an exciting response of 50 percent improvement." There is no approved treatment for IgA nephropathy, the most common primary glomerulopathy globally. The disease is responsible for up to 10 percent of all dialysis patients. In the U.S. alone, an estimated 120,000 to 180,000 patients have this disease. Up to 40 percent of IgA nephropathy patients develop end-stage renal disease, a life-threatening condition, within 20 years following diagnosis. "The sustained duration of effect of OMS721 post-treatment underscores the drug's potential for episodic dosing in IgA nephropathy," said Gregory A. Demopulos, M.D., chairman and chief executive officer of Omeros. "We look forward to working with FDA to finalize the protocol for our Phase 3 clinical trial and open enrollment to IgA nephropathy patients later this year." In addition to its Phase 3 program in IgA nephropathy, OMS721 is also being evaluated in a Phase 3 clinical program for atypical hemolytic uremic syndrome and in a Phase 2 clinical program for hematopoietic stem cell transplant-associated thrombotic microangiopathy. About Omeros' MASP Programs Omeros controls the worldwide rights to MASP-2 and all therapeutics targeting MASP-2, a novel pro-inflammatory protein target involved in activation of the complement system, which is an important component of the immune system. The complement system plays a role in the inflammatory response and becomes activated as a result of tissue damage or microbial infection. MASP-2 is the effector enzyme of the lectin pathway, one of the principal complement activation pathways. Importantly, inhibition of MASP-2 does not appear to interfere with the antibody-dependent classical complement activation pathway, which is a critical component of the acquired immune response to infection, and its abnormal function is associated with a wide range of autoimmune disorders. MASP-2 is generated by the liver and is then released into circulation. Adult humans who are genetically deficient in one of the proteins that activate MASP-2 do not appear to be detrimentally affected by the deficiency. OMS721 is Omeros' lead human MASP-2 antibody. Following discussions with both the FDA and the European Medicines Agency, a Phase 3 clinical program for OMS721 in atypical hemolytic uremic syndrome (aHUS) is in progress. A second Phase 3 clinical program for OMS721 has been initiated in immunoglobulin A (IgA) nephropathy. Also, two Phase 2 trials are ongoing. One is continuing to enroll OMS721 in IgA nephropathy following an earlier Phase 2 trial that generated positive data in patients with IgA nephropathy and with lupus nephritis; the other is enrolling and has reported positive data both in patients with hematopoietic stem cell transplant-associated thrombotic microangiopathy (TMA). A third Phase 3 program could begin later this year in stem cell transplant-associated TMA. OMS721 can be administered both intravenously and subcutaneously, and Omeros expects to commercialize each formulation of OMS721 for different therapeutic indications. In parallel, Omeros is developing small-molecule inhibitors of MASP-2. Based on requests from treating physicians, Omeros has established a compassionate-use program for OMS721, which is active in both the U.S. and Europe. The FDA has granted OMS721 breakthrough therapy designation for IgA nephropathy, orphan drug status for the prevention (inhibition) of complement-mediated TMAs and for the treatment of IgA nephropathy, and fast track designation for the treatment of patients with aHUS. Omeros also has identified MASP-3 as responsible for the conversion of pro-factor D to factor D and as a critical activator of the human complement system's alternative pathway. The alternative pathway is linked to a wide range of immune-related disorders. In addition to its lectin pathway inhibitors, the company is advancing its development of antibodies and small-molecule inhibitors against MASP-3 to block activation of the alternative pathway. Omeros is preparing to initiate manufacturing scale-up of its MASP-3 antibodies in advance of clinical trials. About Omeros Corp Omeros Corporation -- http://www.omeros.com/-- is a biopharmaceutical company committed to discovering, developing and commercializing both small-molecule and protein therapeutics for large-market as well as orphan indications targeting inflammation, coagulopathies and disorders of the central nervous system. Omeros reported a net loss of $66.74 million for the year ended Dec. 31, 2016, compared to a net loss of $75.09 million for the year ended Dec. 31, 2015. As of June 30, 2017, Omeros had $60.35 million in total assets, $115.20 million in total liabilities, and a total shareholders' deficit of $54.85 million. Ernst & Young LLP, in Seattle, Washington, issued a "going concern" opinion on the consolidated financial statements for the year ended Dec. 31, 2016, noting that the Company has recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. OMNI LOOKOUT: To Assume Leases with Apartment Complex Tenants ------------------------------------------------------------- Omni Lookout Ridge, L.P., and Omni Lion's Run L.P. filed with the U.S. Bankruptcy Court for the Western District of Texas an amended disclosure statement dated Aug. 21, 2017, referring to the Debtors' joint plan of reorganization dated Aug. 21, 2017. Class 11 consists of unsecured claims for deposits arising from the execution of leases by Debtor as landlord and all tenants at the apartment complexes in Harker Heights, Texas, known as the Lion's Run Apartments and Lookout Ridge Apartments. The Debtor is assuming all leases with all tenants at the Apartment Complexes. The security deposits of the tenants who are occupying space according to their leases will be returned or retained pursuant to the terms of their individual leases. The Plan will not alter the legal, equitable, or contractual rights of the tenants under Class 11 to their deposits. Class 11 is not impaired, is deemed to have accepted the Plan, and is not entitled to vote on the Plan. A full-text copy of the Amended Disclosure Statement is available at: http://bankrupt.com/misc/txwb17-60329-88.pdf As reported by the Troubled Company Reporter on July 13, 2017, the Debtors filed a disclosure statement dated June 26, 2017, referring to the Debtors' joint plan of reorganization dated June 26, 2017, which proposed that holders of Class 12 allowed unsecured claims over $500 will each be paid their claims within three years in pro-rata payments at regular intervals no less often than quarterly at 5% interest. About Omni Lookout Omni Lookout Ridge, LP, owns and operates a business known as Lookout Ridge Apartments, an apartment complex, located at 201 Lookout Ridge Boulevard, Harker Heights, Bell County, Texas 76548-7217. Omni Lookout listed its business as a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). Omni Lookout Ridge previously sought bankruptcy protection on Sept. 6, 2016 (Bankr. W.D. Tex. Case No. 16-11048). Omni Lookout Ridge filed for Chapter 11 bankruptcy protection (Bankr. W.D. Tex. Case No. 17-60447) on June 6, 2017, estimating assets and liabilities between $1 million and $10 million. The petition was signed by Drew G. Hall, manager. Judge Ronald B. King presides over the case. Ron Satija, Esq., at Hajjar Peters LLP, serves as the Debtor's bankruptcy counsel. About Omni Lion's Run L.P. Omni Lion's Run, L.P., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 17-60329) on May 2, 2017. Drew G. Hall, manager, signed the petition. Judge Ronald B. King presides over the case. Ron Satija, Esq., at Hajjar Peters LLP serves as the Debtor's legal counsel. At the time of the filing, the Debtor estimated assets and liabilities of less than $50,000. ORIGINAL SOUPMAN: Tries to Secure Court OK for Planned Sale ----------------------------------------------------------- Vince Sullivan, writing for Bankruptcy Law360, reports that The Original Soupman Inc. attempted to secure court approval for a plan to sell assets in its Chapter 11 case. The Debtor, according to Law360, said that it will provide new information to allay an objection over the Debtor's board not having signed off on the deal. The Debtor said it has been in talks with its debtor-in-possession lenders and creditor Hillair Capital Investments LP, the report states. About the Original Soupman The Original Soupman, Inc. -- http://originalsoupman.com/-- manufactures and sells soups under the brand name "Original Soupman". Soupman at present sells soups in 17-ounce Tetra Recart packaging to grocery chains and club stores throughout the United States, through on-line retailers, and in frozen 4 pound bulk packaging to its franchise restaurants and to the New York City School System. The parent entity, Soupman, Inc., is a publicly traded Delaware corporation on the OTCQB. Kiosk Concepts, Inc., an 80% owned subsidiary of The Original Soupman, was created to license the intellectual property to franchisees. In 2004, Soupman signed a license agreement with Yegan Food Inc., which operated a soup restaurant in West 55th Street in New York, run by Ali "Al" Yeganeh. This restaurant became a worldwide destination for soups, being rated #1 by Zagat and praised by the New York Times as "Art, not Soup." The fame of the business and its soup rose to even greater heights after a 1995 "Seinfeld" episode in which the irascible Soup Nazi berates customers who stand in long lines for his legendary soup, often yelling "No soup for you!" The Original Soupman, Inc., Soupman, Inc., and Kiosk Concepts, Inc., sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 17-11313) on June 13, 2017. The Debtors tapped Polsinelli PC as bankruptcy counsel, and Epiq Bankruptcy Solutions, Inc. as administrative advisor and notice and claims agent. The Debtors tapped Wyse Advisors, LLC and appointed the firm's managing partner as its chief restructuring officer. PACE DIVERSIFIED: Hires Long Wayne as Accountant ------------------------------------------------ Pace Diversified Corporation seeks authorization from the U.S. Bankruptcy Court for the Eastern District of California to employ Long Wayne & Company ("WLC") as accountants, effective June 19, 2017. The Debtor requires WLC to: (a) assist in preparing monthly operating reports, as required by the Bankruptcy Court, based on information provided by the Debtor. WLC has been assisting in the preparation of the Monthly Operating Reports filed by the Debtor for the periods ending June 30, 2017 and July 31, 2017; (b) provide other professional consulting services as required by the Bankruptcy Court; (c) prepare financial statements, balance sheets, 2017 federal and state tax returns and 2017 property tax return; and (d) provide ongoing professional accounting services as deemed necessary. WLC's hourly rates effective as of June 19, 2017, are between $75 and $300 per hour depending on the level of personnel assigned to the project. WLC will also be reimbursed for reasonable out-of-pocket expenses incurred. Wayne Long, owner of WLC, 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 September 28, 2017, at 9:30 a.m. WLC can be reached at: Wayne Long WAYNE LONG & COMPANY 1502 Mill Rock Way, Suite 200 Bakersfield, CA 93311 Tel: (661) 664-0909 Fax: (661) 664-0915 About Pace Diversified Corporation Pace Diversified Corporation was incorporated in 2001 by its owners Dwayne and Patricia Roach. Pace is engaged in the production and distribution of oil and gas. The Company was founded in 2000 and is based in Bakersfield, California. Pace Diversified filed a Chapter 11 petition (Bankr. E.D. Cal. Case No. 17-11028) on March 23, 2017. The petition was signed by Dwayne Roach, President. The case is assigned to Judge Rene Lastreto II. The Debtor is represented by T. Scott Belden, Esq. at Belden Blaine Raytis, LLP. At the time of filing, the Debtor had $10 million to $50 million in estimated assets and $1 million to $10 million in estimated liabilities. PACKARD SQUARE: Seeks to Hire Gene Kohut as CRO ----------------------------------------------- Packard Square LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to hire Gene Kohut, a member of The Kohut Law Group, as its chief restructuring officer. Mr. Kohut will provide supporting services, including financial oversight, budget reporting, testimonial support and reporting to the bankruptcy court. Mr. Kohut will be compensated on an hourly basis not to exceed $15,000 per month. He will charge an hourly fee of $350 while the firm's associate and clerk will charge $200 per hour and $75 per hour. In a court filing, Mr. Kohut disclosed that he is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Mr. Kohut maintains an office at: Gene R. Kohut Kohut Law Group, PLLC 17000 Kercheval Avenue, Suite 210 Grosse Pointe, MI 48236 Tel: 313-886-9765 Fax: 313-432-0229 Email: gene@gktrustee.com About Packard Square Packard Square LLC owns a 360,000 square foot mixed-use development on a six and a half acre site on Packard Street in Ann Arbor, Michigan. Once completed, the Company expects the project to be worth approximately $93,500,000. The Debtor is currently under receivership. A receivership case, CAN IV Packard Square LLC v. Packard Square LLC, Case No. 16-990-CB, Washtenaw County Trial Court, Honorable Archie C. Brown presiding, was filed, and on Nov. 1, 2016, McKinley, Inc., was appointed as receiver. To recover control of the project, Packard Square LLC filed for Chapter 11 bankruptcy protection (Bankr. E.D. Mich. Case No. 17-52483) on Sept. 5, 2017, estimating $50 million to $100 million in assets and less than $50 million in liabilities. David G. Dragich, Esq., and Amanda Vintevoghel, Esq., at The Dragich Law Firm PLLC, serve as the Debtor's bankruptcy counsel. As of Sept. 6, 2017, no request for appointment of a Chapter 11 trustee or examiner has been made and no official committee has been appointed. PARKER DEVELOPMENT: Hearing on Plan Outline Set for Sept. 28 ------------------------------------------------------------ The U.S. Bankruptcy Court for the Eastern District of Virginia has scheduled for Sept. 28, 2017, at 11:00 a.m. the hearing to consider the adequacy of the information contained in SummitBridge National Investments III LLC's disclosure statement referring to the plan of reorganization for Parker Development, LLC. Objections to the adequacy of the information contained in the disclosure statement must be filed on or before seven days prior to the date of the Hearing. As reported by the Troubled Company Reporter on Aug. 24, 2017, SummitBridge National, a secured creditor of the Debtor, filed a first amended disclosure statement describing its first amended plan of liquidation, dated Aug. 18, 2017, for the Debtor. This latest liquidation plan The Plan provides the Court will appoint John D. McIntyre, of the law firm of Wilson & McIntyre, PLLC, in Norfolk, Virginia, as plan administrator. Confirmation of the Plan will constitute approval of the appointment of the Plan Administrator. The Plan Administrator will be compensated on an hourly basis at the rate of $325/hour. The Plan Administrator also will be entitled to reimbursement of all out-of-pocket expenses incurred by the Plan Administrator in the performance of his duties under this Plan. About Parker Development Parker Development, LLC, also known as Parker Development I, LLC, is a Virginia limited liability company that owns and operates certain commercial real estate in the City of Norfolk, Virginia. Parker Development filed a Chapter 11 petition (Bankr. E.D. Va. Case No. 16-73359) on Sept. 28, 2016. The petition was signed by George G. Parker, president. Judge Stephen C. St. John presides over the case. Greer W. McCreedy, II, Esq., at The McCreedy Law Group, PLLC, serves as bankruptcy counsel. At the time of filing, the Debtor estimated assets and liabilities at $1 million to $10 million. PHILADELPHIA SD: Moody's Ups GO & Lease Rev. Bonds Rating to Ba2 ---------------------------------------------------------------- Moody's Investors Service has upgraded Philadelphia School District's underlying GO and Lease Revenue Bond ratings to Ba2 from the current Ba3. Approximately $3.0 billion of debt outstanding is affected. The upgrade of the underlying rating to Ba2 speaks to considerable improvement in the district's still strained financial position. Management is experienced, and though some are new to the district, the team has developed a detailed understanding not only of the district's finances but also of charter pressures and the complexities of managing a highly dynamic, large, urban school district. The rating upgrade is also informed by the positive relationship with the City of Philadelphia, stabilized charter enrollment, and a return to investment in district classrooms after years of austerity operations. The Ba2 rating also reflects the district's relatively high debt burden, narrow reserves, substantial fixed costs, continued charter pressure, and its projections for operating deficits in future years. Moody's maintains its A2 enhanced rating on all of the district's direct general obligation debt. The A2 enhanced rating reflects our current assessment of the Pennsylvania School District Fiscal Agent Agreement Intercept Program, which provides for the pre-default intercept of state aid in the event of a payment failure by the district. The A2 enhanced rating on all of the GO-secured debt issued through the SPSBA, reflects our current assessment of the SPSBA Lease Intercept Program, through which the State Treasurer withholds appropriated state aid and makes payments directly to the bond trustee. Rating Outlook The outlook is positive given our expectation of continued charter stabilization and management's solid governance over school operations and finances. The positive outlook also reflects our expectation that finances will be maintained within the range of structural balance going forward. Factors that Could Lead to an Upgrade - Permanent new revenue source or growth that ensures structurally balanced operations - Further evidence of charter stabilization and improved district school operations Factors that Could Lead to a Downgrade - Structurally imbalanced operations for a prolonged period leading to fund balance depletion - Further expansion of charters; deterioration of district enrollment not coupled with significant expenditure cuts Legal Security The district's GO bonds are secured by the district's full faith, credit and taxing power. The district's SPSBA lease revenue bonds are secured by lease payments made by the district to the SPSBA. Under the lease agreement with SPSBA, the district covenants that the lease payments represent a full faith, credit and taxing power pledge, and therefore, Moody's currently rate the lease revenue bonds on parity with the district's GO bonds. Use of Proceeds Not Applicable Obligor Profile Philadelphia School District is the largest public school district in Pennsylvania and the ninth-largest in the country. The district operates more than 200 schools with enrollment of 204,594 (includes 71,000 students in charters) as of December 2016. Methodology The principal methodology used in the underlying rating was US Local Government General Obligation Debt published in December 2016. An additional methodology used in the SPSBA underlying rating was Lease, Appropriation, Moral Obligation and Comparable Debt of US State and Local Governments published in July 2016. PIKE CORP: Moody's Affirms B2 Corporate Family Rating ----------------------------------------------------- Moody's Investors Service affirmed certain of its ratings for Pike Corporation, including the company's B2 Corporate Family Rating (CFR) and B2-PD Probability of Default Rating. At the same time, Moody's downgraded its ratings for Pike's existing first-lien senior secured credit facilities to B2 from B1, and assigned a B2 rating for the company's upsized and extended $630 million first-lien term loan. The ratings outlook is stable. The rating actions follow the announcement that Pike will issue new first-lien debt to repay all of its existing debt, notably including second-lien debt. The refinancing is beneficial because it will result in interest cost savings of more than $4 million annually. While the transaction is leverage-neutral, prepayment of the existing junior-ranking second-lien debt materially erodes the underlying cushion or loss absorption that previously inured to the benefit of first-lien debt holders; hence, this drives Moody's ensuing higher expected loss assumption and lower rating for the latter creditors. The current Caa1 rating for the existing $100 million senior secured second-lien term loan and the revised B2 ratings for the existing $520 million first-lien term loan will be withdrawn upon closing of the transaction. Rating Actions: Corporate Family Rating, Affirmed B2 Probability of Default Rating, Affirmed B2-PD $100 Million Senior Secured First Lien Revolving Credit Facility due 2022, Downgraded to B2 (LGD3) from B1 (LGD3) $520 Million Senior Secured First Lien Term Loan due 2024, Downgraded to B2 (LGD3) from B1 (LGD3) $630 Million Senior Secured First Lien Term Loan due 2024, Assigned B2 (LGD3) Outlook, Stable RATINGS RATIONALE Pike's B2 CFR broadly reflects the company's moderate scale in a highly competitive industry, and the risks and limitations posed by its geographic, end market and customer concentrations. The company's status as one of the larger regional providers of utility engineering and construction ("E&C") services provides only a limited advantage over other rated regional competitors, and leaves the firm disadvantaged relative to national providers. Pike's limited geographic, end market, and customer diversity create dependence on local competitive and market conditions, and limit the company's bargaining power. Uncertainty surrounding financial policies under the company's new ownership structure also remains a key ratings constraint. Pike's credit profile continues to be supported, however, by strong industry tailwinds. Moody's anticipates ongoing revenue and earnings growth as utilities continue to focus on replacing aging infrastructure and increasingly rely on third parties to provide E&C services. The company's Master Service Agreements and growing importance to its customers will continue to support revenue stability and stickiness. Investments in its technology platform and workforce realignment initiatives should also improve the company's competitiveness, and drive eventual margin appreciation. The stable ratings outlook presumes that the company's operating results will continue to improve over the next 12-18 months. It also assumes that the company will carefully balance its financial leverage with its growth strategy. The ratings could be upgraded if the company significantly increases its scale and geographic diversification and generates more free cash flow, while maintaining strong margins and debt-to-EBITDA leverage below 4.0 times. A downgrade could occur if deteriorating operating results, debt-financed acquisitions or shareholder dividends result in the company's debt-to-EBITDA leverage ratio rising above 5.5 times or a weakening of its free cash flow generating ability. A significant reduction in borrowing availability or liquidity could also result in a downgrade. The principal methodology used in these ratings was Construction Industry published in March 2017. Headquartered in Mount Airy, North Carolina, Pike Corporation is a domestic focused provider of installation, repair and maintenance and storm restoration services for investor-owned, municipal, and cooperative electric utilities in the United States. The company provides engineering and design services and constructs and maintains substations, underground and overhead distribution networks and transmission lines. Revenue for the last twelve months ended July 2, 2017 was approximately $1.02 billion. PIONEER NURSERY: Taps Hocking Denton as Accountant -------------------------------------------------- Pioneer Nursery, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of California to hire an accountant. The Debtor proposes to employ Hocking Denton Palmquist, Certified Public Accountants, to, among other things, prepare tax returns; review and respond to correspondence received; maintain its general ledger; and assist in various bookkeeping matters. Clark Hurst, the accountant who will be providing the services, will charge an hourly fee of $280. Hocking Denton has no connection with the Debtor's creditors or their attorneys and accountants, according to court filings. The firm can be reached through: Clark D. Hurst Hocking Denton Palmquist Certified Public Accountants 4885 Truxtun Avenue, Suite A Bakersfield, CA 93309 Phone: (661) 325-5971 Fax: (661) 325-0146 Email: churst@hdpcpa.com About Pioneer Nursery LLC Founded in 1968, Pioneer Nursery Inc. is in the retail nurseries and garden stores industry. It owns crops -- either planted or harvested -- of approximately 440,000 pistacio trees worth $7 per tree having a total retail value of $3.08 million. The Debtor posted gross revenue of $4.55 million in 2016 and gross revenue of $7.78 million in 2015. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Calif. Case No. 17-13112) on August 11, 2017. Brian Blackwell, member, signed the petition. At the time of the filing, the Debtor disclosed $5.42 million in assets and $245,701 in liabilities. Judge Fredrick E. Clement presides over the case. Fear Waddell, P.C. represents the Debtor as bankruptcy counsel. PIONEER NURSERY: Taps M. Kathleen Klein as Accountant ----------------------------------------------------- Pioneer Nursery, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of California to hire M. Kathleen Klein, a certified public accountant. As the Debtor's accountant, Ms. Klein will prepare its monthly operating reports and will provide tax, financial, business, management, and accounting services as needed. Ms. Klein will charge $195 per hour for her services. Meanwhile, the hourly rates charged by the staff assisting her range from $45 to $80. Ms. Klein maintains an office at: M. Kathleen Klein 6061 N. Fresno St. Fresno, CA 93710 Phone: (559) 261-4080 About Pioneer Nursery LLC Founded in 1968, Pioneer Nursery Inc. is in the retail nurseries and garden stores industry. It owns crops -- either planted or harvested -- of approximately 440,000 pistacio trees worth $7 per tree having a total retail value of $3.08 million. The Debtor posted gross revenue of $4.55 million in 2016 and gross revenue of $7.78 million in 2015. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Calif. Case No. 17-13112) on August 11, 2017. Brian Blackwell, member, signed the petition. At the time of the filing, the Debtor disclosed $5.42 million in assets and $245,701 in liabilities. Judge Fredrick E. Clement presides over the case. Fear Waddell, P.C. represents the Debtor as bankruptcy counsel. PIONEER NURSERY: Taps Wilkins Drolshagen as Special Counsel ----------------------------------------------------------- Pioneer Nursery, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of California to hire Wilkins Drolshagen & Czeshinski, LLP as its special counsel. The firm will provide legal services in connection with the claims held by purchasers of bacteria-infected pistachio trees sold to them by the Debtor, and represent the Debtor in possible settlements with its insurance company and the purchasers. James Wilkins, Esq., the lead attorney, will charge an hourly fee of $350. Wilkins does not hold or represent any interest adverse to the Debtor's estate, creditors or equity security holders, according to court filings. The firm can be reached through: James H. Wilkins, Esq. Wilkins Drolshagen & Czeshinski LLP 6785 N. Willow Avenue Fresno, CA 93710 Phone: (559) 438-2390 Fax: (559) 438-2393 Email: jhw@wdcllp.com About Pioneer Nursery LLC Founded in 1968, Pioneer Nursery Inc. is in the retail nurseries and garden stores industry. It owns crops -- either planted or harvested -- of approximately 440,000 pistacio trees worth $7 per tree having a total retail value of $3.08 million. The Debtor posted gross revenue of $4.55 million in 2016 and gross revenue of $7.78 million in 2015. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Calif. Case No. 17-13112) on August 11, 2017. Brian Blackwell, member, signed the petition. At the time of the filing, the Debtor disclosed $5.42 million in assets and $245,701 in liabilities. Judge Fredrick E. Clement presides over the case. Fear Waddell, P.C. represents the Debtor as bankruptcy counsel. PRECIPIO INC: Negative Working Capital Raises Going Concern Doubt ----------------------------------------------------------------- Precipio, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $3.68 million on $260,000 of net sales for the three months ended June 30, 2017, compared with a net loss of $444,000 on $504,000 of net sales for the same period in 2016. For the six months ended June 30, 2017, the Company listed a net loss of $4.44 million on $508,000 of net sales, compared to a net loss of $752,000 on $1.04 million of net sales for the same period in the prior year. At June 30, 2017, the Company had total assets of $37.01 million, total liabilities of $17.24 million, and $19.77 million in total stockholders' equity. The Company has incurred substantial operating losses and has used cash in its operating activities for the past several years. As of June 30, 2017, the Company had a net loss of $4.4 million and negative working capital of $14.5 million. The Company's ability to continue as a going concern is dependent upon a combination of achieving its business plan, including generating additional revenue, and raising additional financing to meet its debt obligations and paying liabilities arising from normal business operations when they come due. Precipio is currently in discussions with certain investors to raise additional capital. There can be no assurance such capital is available at terms favorable or agreeable to management, if at all, or that the Company will successfully complete the proposed capital raise. Since the outcome of these matters cannot be predicted with any certainty at this time, there is substantial doubt that the Company will be able to continue as a going concern. A full-text copy of the Form 10-Q is available for free at: https://is.gd/nmmcun About Precipio, Inc. Precipio, Inc., formerly known as Transgenomic, Inc., has built a platform designed to eradicate the problem of misdiagnosis by harnessing the intellect, expertise and technology developed within academic institutions, and delivering quality diagnostic information to physicians and their patients worldwide. Through its collaborations with world-class academic institutions specializing in cancer research, diagnostics and treatment, Precipio offers a new standard of diagnostic accuracy enabling the highest level of patient care. REDROCK WELL: $2K Monthly Payment for Unsecureds Over 36 Months --------------------------------------------------------------- RedRock Well Service, LLC, filed with the U.S. Bankruptcy Court for the District of Utah a disclosure statement related to its plan of reorganization dated Sept. 1, 2017. The Plan provides for the continued operation of the Debtor after confirmation by the reorganized Debtor. Repayment of claims will be made from funds generated from the reorganized Debtor's operations. Holders of administrative expenses may agree to be paid over some period of time after the effective date of the Plan. Ongoing operating expenses incurred post-petition by the Debtor will be paid as they come due. The secured claims of Ally Financial, Ally Bank, and Ford Motor Credit Company were oversecured and current at the time the Debtor filed its bankruptcy petition. The Debtor will pay these claims in accordance with their contracts. Accordingly, these claims are unimpaired and are deemed to have voted in favor of the Debtor's Plan. The Debtor is negotiating with Wells Fargo regarding the payment of its claim secured by various vehicles retained by the Debtor. The Debtor's Plan provides for the payment of that estimated claim consistent with the terms of the stipulation reached with Wells Fargo. Any unsecured deficiency claim of Wells Fargo will be paid pro rata with the other unsecured creditors in this case. The Debtor is currently negotiating with the IRS to reduce its priority claim and secured claim. The Debtor believes that those negotiations will be successful and will result in the IRS filing an amended proof of claim with substantially lower claim amounts. Depending on the outcome of the negotiations with the IRS, it is anticipated that the nonpriority unsecured claims will receive a prorate portion of equal monthly installments of $2,000, commencing 30 days from the effective date of the Plan for a period of 36 months. This amount may be lower if the Debtor ends up paying more to the IRS. No interest will be paid on the priority tax claims or the nonpriority unsecured claims. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/utb16-29891-55.pdf About RedRock Well Service RedRock Well Service, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Utah Case No. 16-29891) on November 8, 2016. The petition was signed by Randall G. Shelton, manager. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. The case is assigned to Judge Kevin R. Anderson. Diaz & Larsen serves as the Debtor's bankruptcy counsel. ROBERT LAMPE: Business Income to Fund Latest Plan ------------------------------------------------- Robert Thomas Lampe, Mariah Farms, Inc., and Whirlwind Farms, Inc., filed with the U.S. Bankruptcy Court for the District of Kansas a second amended combined disclosure statement and chapter 11 plan of reorganization dated Sept. 1, 2017. This latest filing provides that in 2017, Lampe liquidated about 712 acres of real estate which he owned and Whirlwind liquidated about 676 acres of real estate which it owned. Together with other efforts made by the Debtors, these actions have reduced the amount of debt which must be reorganized under the Plan by around $1,325,000. As a result, the Debtors propose to value their property as set forth in the Combined Liquidation Analysis. This plan also added the creditors' various claims and classified them into 19 classes. Class 17 under the plan consists of all Unsecured Claims without priority against Lampe which are not included in any other Classes established under the Plan. Class 18 consists of all Unsecured Claims without priority against Mariah which are not included in any other Classes established under the Plan. Class 19 consists of all Unsecured Claims without priority against Whirlwind which are not included in any other Classes established under the Plan. The Debtors propose to fund the execution of this Plan by continuing the Debtors businesses and employments and to make the payments provided for under this Plan out of the income arising from such activities. The Troubled Company Reporter previously reported that under the previous restructuring plan, Lampe, the sole officer, director, and stockholder of Whirlwind Farms and Mariah Farms, will retain all of his capital stock in the companies. A copy of the Amended Disclosure Statement is available at: http://bankrupt.com/misc/ksb16-10623-71.pdf About Robert Thomas Lampe Robert Thomas Lampe is the sole officer, director, and stockholder of Mariah Farms Inc. and Whirlwind Farms Inc., which produce crops and livestock near Kendall, Kansas. Robert Thomas Lampe and his companies sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Kan. Case Nos. 16-10621 to 16-10623) on April 12, 2016. On June 9, 2016, the court ordered the joint administration of the cases. At the time of the filing, both companies estimated their assets and liabilities at $1 million to $10 million. A three-member committee of unsecured creditors was appointed on October 25, 2016. ROBERT SPENLINHAUER: IRS Not Barred from Amending Proof of Claim ---------------------------------------------------------------- Judge Joan N. Feeney of the U.S. Bankruptcy Court for the District of Massachusetts issued an order denying Debtor Robert J. Spenlinhauer's Motion for Summary Judgment Relative to Estate Tax Claim of the United States of America as he failed to establish entitlement to judgment as a matter of law, and granting the Cross-Motion for Partial Summary Judgment and the Motion to Permit Late Filed Tax Claim filed by the United States. The Debtor's Motion for Summary Judgment arises in the context of a contested matter initiated by the filing of "Creditor United States of America's Motion to Determine Tax Liability Pursuant to Section 505(a)." Pursuant to that motion, the United States seeks a determination that the Debtor is personally liable for an estate tax obligation as a transferee of the estate of Georgia M. Spenlinhauer, the Debtor's deceased mother, as he was the executor and beneficiary of his mother's estate and did not file a Form 706 estate tax return for her estate until Feb. 8, 2017, more than 12 years after his mother passed away. Through his summary judgment motion, the Debtor seeks entry of an order finding that the proof of claim bar date of May 2, 2014, established by this Court pursuant to its bar order entered on March 24, 2014, prevents the filing by the United States Department of the Treasury, Internal Revenue Service of an amended or new proof of claim asserting an estate tax claim for which the Debtor may be liable as executor and beneficiary of his deceased mother's estate. In support of his motion, the Debtor filed a Concise Statement of Material Facts, an Affidavit, and a "Memorandum of Law in Support of Motion for Summary Judgment Regarding the Objection to Estate Tax Portion of Amended Claim Number 10 filed by the Internal Revenue Service." The IRS filed an Opposition to the Debtor's summary judgment motion. In addition, it filed a Cross-Motion for Partial Summary Judgment, as well as a Concise Statement of Material Facts in Support of its Opposition and Cross-Motion for Partial Summary Judgment, a Brief in Opposition to the Motion for Summary Judgment and in Support of its Cross-Motion for Partial Summary Judgment, and the Declaration of Nicholas R. Ernick in Support of its Opposition and Cross-Motion for Partial Summary Judgment. It seeks an order "granting partial summary judgment [in] its favor finding that the claims bar date, in this case, does not prevent the Internal Revenue Service from amending its proof of claim, post-claims bar date, to assert estate tax-related claims against the Debtor, and to assert income tax claims against the Debtor regarding tax year 2005." In this case, while the Debtor may have been unaware of the need to file an estate tax return and/or an income tax return for his mother's estate, he knew that he inherited the Hingham Property, as well as other property, from his mother and he knew of the potential need to file an estate tax return as David Erb filed an Application for Extension of Time to file such a return with the Commonwealth of Massachusetts. The Debtor sought and obtained an Employee Identification Number and he depreciated the Hingham Property over several years. All that information was in his possession and is the same information that the Debtor contends the IRS should have discovered to ascertain whether it had a claim for estate taxes following service at a single address in Boston, Massachusetts. When the Debtor filed his schedules of liabilities, omitting any reference to estate tax claims, he did so under penalty of perjury intending creditors to rely upon their truth and accuracy. He failed to list the IRS as the holder of a claim with respect to the estate taxes but, nevertheless, argues that it should have been aware of all the facts that he possessed but did not disclose. The Debtor's position presumes that the IRS would have undertaken a search of its data base for all potential claims of taxpayers with the last name "Spenlinhauer," owing to the absence of information such as W-2s, 1099s and other periodic returns which typically trigger investigation, for a period of time well before the commencement of his case, in addition to using his social security number to ascertain its claims against him for his personal income taxes. The IRS did not file a proof of claim for the estate taxes until such time as the Debtor filed a Form 706 with the IRS. Under all those circumstances, the IRS established cause for an extension as well as excusable neglect. The Debtor is equitably estopped from contending otherwise. A full-text copy of Judge Feeney's Memorandum dated Sept. 8, 2017, is available at: http://bankrupt.com/misc/mab13-17191-1251.pdf About Robert J. Spenlinhauer Robert J. Spenlinhauer sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E. D. Mass. Case No. 13-17191) on Dec. 16, 2013. The Debtor is represented by Gary W. Cruickshank, Esq., who has an office in Boston, Massachusetts. ROBERT SPENLINHAUER: Loses Bid for Summary Judgement vs. MDOR ------------------------------------------------------------- Judge Joan N. Feeney of the U.S. Bankruptcy Court for the District of Massachusetts addresses Debtor Robert J. Spenlinhauer's Motion for Summary Judgment Relative to Estate Tax Claim of the Massachusetts Department of Revenue. Spenlinhauer seeks an order granting summary judgment in his favor and finding that the proof of claim bar date May 2, 2014, prevents the filing by the MDOR of an amended or a new proof of claim asserting an estate tax claim. In conjunction with his motion for summary judgment, the Debtor filed a Concise Statement of Material Facts, an Affidavit, and a "Memorandum of Law in Support of Motion for Summary Judgment Regarding the Objection of Debtor to Estate Tax Portion of Claim Number 31 Filed by the Massachusetts Department of Revenue." Upon evaluation of the arguments, Judge Feeney denies the Debtor's motion for summary judgment. The Court finds that while the Debtor may have been unaware of the need to file an estate tax return and/or an income tax return for his mother's estate, he knew that he inherited the Hingham Property, as well as other property, from his mother and he knew or must be deemed to have known, of the potential need to file an estate tax return as his executor David Erb filed an Application for Extension of Time to file such a return with the Commonwealth of Massachusetts. The Debtor sought and obtained an Employer Identification Number and he depreciated the Hingham Property over several years. All that information was in his possession and is the same information that the Debtor contends the MDOR should have used to ascertain whether it had a claim for estate taxes. When the Debtor filed his schedules of liabilities, omitting any reference to estate tax claims, he did so under penalty of perjury intending creditors to rely upon their truth and accuracy. He failed to list the MDOR as the holder of a claim with respect to the estate taxes but, nevertheless, argues that it should have been aware of all the facts that he possessed but did not disclose, presumably by using his social security number or some type of search of all taxpayers with the last name "Spenlinhauer," owing to the absence of information such as W-2s, 1099s and other periodic returns which typically trigger investigation, for a period of time well before the commencement of his case. The MDOR conducted such a search and found no information from which it could determine the existence of a claim. The MDOR did not file a proof of claim for the estate taxes until such time as the Debtor filed a Form 706 with the IRS. Under all those circumstances, the MDOR's failure to do, assuming neglect, was excusable and there is ample cause to extend the Bar Date. The Debtor is equitably estopped from contending otherwise. A full-text copy of Judge Feeney's Memorandum dated Sept. 8, 2017, is available at: http://bankrupt.com/misc/mab13-17191-253.pdf About Robert J. Spenlinhauer Robert J. Spenlinhauer sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E. D. Mass. Case No. 13-17191) on Dec. 16, 2013. The Debtor is represented by Gary W. Cruickshank, Esq., who has an office in Boston, Massachussetts. ROCK STAR CHEF: Taps Orlando Hernandez as Accountant ---------------------------------------------------- Rock Star Chef Corporation seeks approval from the U.S. Bankruptcy Court for the District of Puerto Rico to hire an accountant. The Debtor proposes to employ Orlando Ortega Hernandez to provide general accounting and financial consulting services in connection with the filing of its Chapter 11 case and plan of reorganization. Mr. Hernandez will charge $400 per month for his services. In a court filing, Mr. Hernandez disclosed in a court filing that he is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Mr. Hernandez maintains an office at: Orlando Ortega Hernandez Urb. Mansiones del Lago La Mansion Box 102, Levittown Toa Baja, PR 00949-3260 Phone: (787) 608-5738 About Rock Star Chef Corporation Rock Star Chef Corporation, filed a Chapter 11 bankruptcy petition Bankr. D.P.R. Case No. 17-03998) on June 2, 2017, disclosing less than $1 million in both assets and liabilities. The Debtor is represented by Noemi Landrau Rivera, Esq., at Landrau Rivera & Assoc. ROSENBAUM FARM: Seeks to Hire Hicok Fern as Accountant ------------------------------------------------------ Rosenbaum Farm, LLC and Rosenbaum Feeder Cattle, LLC seek approval from the U.S. Bankruptcy Court for the Western District of Virginia to hire Hicok, Fern & Company CPAs as their accountant and financial advisor. The firm will, among other things, provide monthly bookkeeping services; prepare year-end tax filings and reports requested by the court and the Debtors' legal counsel; and provide accounting and consulting services. David Brown, a certified public accountant who will be the primary partner in charge of the engagement, will charge $150 per hour. Hicok may use other staff accountants, bookkeepers and support personnel if needed. The hourly rates range from $85 to $95 for the staff accountants and from $50 to $65 for bookkeepers. Support personnel will charge $40 per hour. The firm received a retainer of $5,000 from Rosenbaum Feeder and $1,000 from Rosenbaum Farm prior to the petition date. Mr. Brown 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: David B. Brown, Esq. Hicok, Fern & Company CPAs 155 E. Valley Street P.O. Box 821 Abingdon, VA 24212-0821 Phone: (276) 628-1123 Fax: (276) 676-3000 Email: hicokfem&cotillinxicpa.com About Rosenbaum Farm and Rosenbaum Feeder Rosenbaum Farm, LLC and Rosenbaum Feeder Cattle, LLC own a hog feedlot facility at 36000 Allison Lane, Glade Spring, Virginia. The Debtors sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Va. Case Nos. 17-70962 and 17-70963) on July 20, 2017. William Todd Rosenbaum, secretary and treasurer, signed the petitions. At the time of the filing, both Debtors disclosed that they had estimated assets and liabilities of $1 million to $10 million. Judge Paul M. Black presides over the cases. The Debtors hired Stoll Keenon Ogden PLLC as bankruptcy counsel, and Browning, Lamie & Gifford, P.C., as local counsel. RUE21 INC: Bankruptcy Court Confirms Reorganization Plan -------------------------------------------------------- rue21, Inc., a teen specialty apparel retailer, on Sept. 11 disclosed that the U.S. Bankruptcy Court for the Western District of Pennsylvania (the "Court") has confirmed the Company's Plan of Reorganization, which clears the way for rue21 to emerge from the bankruptcy process after less than four months. "[Mon]day's confirmation represents an important step forward in rue21's ongoing business transformation to a sustainable business model for a highly performing retailer," said Melanie Cox, Chief Executive Officer of rue21. "We are very pleased to have moved through the restructuring process in a relatively short period. With the support of our lenders, our landlords, all of our business partners and the hard work of our team, the Company has performed consistently well ahead of its liquidity plan, and exceeded its second quarter target for Adjusted EBITDA by over 200%." Ms. Cox added, "rue21 can now move forward from a position of renewed strength, with a highly relevant brand, an enthusiastic and loyal customer base, hundreds of highly performing stores, and a rapidly growing eCommerce business supported by strong vendor relationships and terms that are trending well above plan." The Company expects the Plan of Reorganization to become effective by September 15, 2017, once all closing conditions have been met. Information about the Company's chapter 11 filing can be found on its website at www.rue21.com/restructuring or on the website of its claims agent at www.kccllc.net/rue21. A toll free restructuring information line is also available by calling (888) 647-1738 or, if calling from outside the U.S. or Canada, (310) 751-2625. About rue21 rue21 -- http://www.rue21.com/-- is a teen specialty apparel retailer. For over 37 years, rue21 has been famous for offering the latest trends at an affordable price point. It has core brands in girls' apparel (rue21), intimate apparel (true), girls' accessories (etc!), girls' cosmetics (ruebeaute!), guys' apparel and accessories (Carbon), girls' plus-size apparel (rue+), and girls' swimwear (ruebleu). The company is headquartered in Warrendale, Pennsylvania and have one distribution center located in Weirton, West Virginia. Headquartered just north of Pittsburgh, Pennsylvania, rue21 had 1,179 stores in 48 states in shopping malls, outlets and strip centers, and on its website. In April 2017, Company began the process of closing approximately 400 underperforming stores in its 1,179 store fleet in order to streamline operations. On May 15, 2017, rue21, inc., and affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Lead Case No. 17-22045). Todd M. Lenhart, the Company's senior vice president, treasurer, chief financial officer, and chief accounting officer, signed the petitions. The Debtors have sought joint administration of the Chapter 11 cases. The Honorable Gregory L. Taddonio is the case judge. rue21 estimated $1 billion to $10 billion in assets and liabilities. The Debtors tapped Reed Smith LLP as local counsel; Kirkland & Ellis LLP as bankruptcy counsel; Rothschild Inc., as investment banker; Berkeley Research Group, LLC, as financial advisor; A&G Realty Partners, LLC, as real estate advisor and consultant; and Kurtzman Carson Consultants LLC as claims and notice agent. Counsel to the DIP Term Loan Agent, DIP Term Loan Lenders, Prepetition Term Loan Agent and Term Loan Steering Committee are Scott J. Greenberg, Esq., Michael J. Cohen, Esq., and Jeffrey J. Bresch, Esq., at Jones Day. Counsel to the DIP ABL Agent and the Prepetition ABL Agent are Julia Frost-Davies, Esq., and Amelia C. Joiner, Esq., at Morgan Lewis & Bockius LLP; and James D. Newell, Esq., and Timothy Palmer, Esq., at Buchanan Ingersoll & Rooney PC. The Sponsor Lenders are represented by Simpson Thacher & Bartlett's Elisha D. Graff, Esq. An Ad Hoc Cross-Holder Group is represented by Milbank, Tweed, Hadley & McCloy's Gerard Uzzi, Esq., and Eric Stodola, Esq. Andrew R. Vara, Acting U.S. Trustee for Region 3, on May 23, 2017, appointed seven creditors to serve on the official committee of unsecured creditors. The Committee has tapped Cooley LLP as counsel; and Fox Rothschild LLP as local counsel. RUE21 INC: Court Overrules Committee Objection, Confirms Ch.11 Plan ------------------------------------------------------------------- The Official Committee of Unsecured Creditors objected to the confirmation of rue21, inc., et al.'s Plan to the extent it releases the Debtors' claims against its equity holder. The claims currently have no merit, but the Committee suggests they could be resurrected by a favorable ruling from the Supreme Court of the United States over the next ten months. The Committee asks to preserve those claims by striking the release language from the plan and inserting a new provision which creates a liquidating trust to prosecute the claims if they ever become viable. After considering the evidence presented at the confirmation hearing, Judge Gregory Taddoni of the U.S. Bankruptcy Court for the Western District of Pennsylvania finds no basis to delay confirmation pending a ruling that may never come. The Bankruptcy Court also finds no basis to materially rewrite a plan that the creditor body overwhelmingly accepted. Thus, the Bankruptcy Court overrules the Committee's objection and said it will approve confirmation of the Plan. Despite its public support for the Plan and its hope for an expedient confirmation, the Committee questions the propriety of a release granted to Apax Partners L.P. and its affiliates in Article VIII.C of the Plan. The Committee believes Apax and certain affiliates may have received constructive fraudulent transfers as part of the leveraged buy-out, and it seeks to preserve those claims for the benefit of the bankruptcy estate. One affiliate, Saunders, Karp & Megrue Partners, LLP, reportedly received $300 million from the LBO as the largest shareholder at the time it occurred. After reviewing the record, the Court concludes that the constructive fraudulent transfer claim against Apax has no merit and is barred as a matter of law. Section 546(e) of the Bankruptcy Code prohibits the avoidance of transfers by or to a financial institution that are made in connection with a securities contract or that constitute settlement payments.63 Courts in this Circuit have extended this "safe-harbor" defense to transfers made in connection with a leveraged buy-out such as this leverage buy-out. The distributions received by Apax constitute settlement payments by a financial institution under section 546(e) and are protected from the constructive fraud claim alleged by the Committee. The Committee nonetheless challenges the application of section 546(e) safe harbor on the basis that the financial institution handling the transfers of stock and money in the LBO was merely acting as a conduit in the transaction. Under binding Third Circuit precedent, however, the section 546(e) safe harbor defense is not vitiated simply because the financial institution serves as a conduit for the transfer. The Committee suggests that the better view was expressed by the Seventh Circuit in FTI Consulting, Inc. v. Merit Mgmt. Grp., LP,66 which held that the financial institution under section 546(e) must have a beneficial interest in the transactions. With the circuits split between the two approaches, the Supreme Court decided to grant certiorari in Merit Management. It will take up the case on Nov. 6, 2017. The Court concludes that the safe harbor provision of section 546(e), as applied in this Circuit, operates as a complete defense to state-law avoidance claims and constructive claims as alleged by the Committee against Apax. Thus, it does not reach the question of the applicable statutes of limitations. In summary, the Court not speculate on the outcome of future rulings, nor is it required to do so. Because the Committee's objection is rooted in a fundamental error of law, the Court cannot conclude that any colorable constructive fraudulent transfer claims exist against Apax. Having reviewed all of the factors necessary to assess the fairness of the Apax Release, the Court finds no compelling reason to exclude Apax from the release provisions of Article VIII.C of the Plan. A full-text copy of Judge Taddoni's Memorandum Opinion dated Sept. 8, 2017, is available at: http://bankrupt.com/misc/pawb17-22045-1082.pdf About rue21 rue21 -- http://www.rue21.com/-- is a teen specialty apparel retailer. For over 37 years, rue21 has been famous for offering the latest trends at an affordable price point. It has core brands in girls' apparel (rue21), intimate apparel (true), girls' accessories (etc!), girls' cosmetics (ruebeaute!), guys' apparel and accessories (Carbon), girls' plus-size apparel (rue+), and girls' swimwear (ruebleu). The company is headquartered in Warrendale, Pennsylvania and have one distribution center located in Weirton, West Virginia. Headquartered just north of Pittsburgh, Pennsylvania, rue21 had 1,179 stores in 48 states in shopping malls, outlets and strip centers, and on its website. In April, Company began the process of closing approximately 400 underperforming stores in its 1,179 store fleet in order to streamline operations. On May 15, 2017, rue21, inc., and affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Lead Case No. 17-22045). Todd M. Lenhart, the Company's senior vice president, treasurer, chief financial officer, and chief accounting officer, signed the petitions. The Debtors have sought joint administration of the Chapter 11 cases. The Honorable Gregory L. Taddonio is the case judge. The Debtors tapped Reed Smith LLP as local counsel; Kirkland & Ellis LLP as bankruptcy counsel; Rothschild Inc., as investment banker; Berkeley Research Group, LLC, as financial advisor; A&G Realty Partners, LLC, as real estate advisor and consultant; and Kurtzman Carson Consultants LLC as claims and notice agent. rue21 estimated $1 billion to $10 billion in assets and liabilities. Counsel to the DIP Term Loan Agent, DIP Term Loan Lenders, Prepetition Term Loan Agent and Term Loan Steering Committee are Scott J. Greenberg, Esq., Michael J. Cohen, Esq., and Jeffrey J. Bresch, Esq., at Jones Day. Counsel to the DIP ABL Agent and the Prepetition ABL Agent are Julia Frost-Davies, Esq., and Amelia C. Joiner, Esq., at Morgan Lewis & Bockius LLP; and James D. Newell, Esq., and Timothy Palmer, Esq., at Buchanan Ingersoll & Rooney PC. The Sponsor Lenders are represented by Simpson Thacher & Bartlett's Elisha D. Graff, Esq. An Ad Hoc Cross-Holder Group is represented by Milbank, Tweed, Hadley & McCloy's Gerard Uzzi, Esq., and Eric Stodola, Esq. Andrew R. Vara, Acting U.S. Trustee for Region 3, on May 23, 2017, appointed seven creditors to serve on the official committee of unsecured creditors. The Committee has tapped Cooley LLP as counsel; and Fox Rothschild LLP as local counsel. RUSSEL METALS: Moody's Alters Outlook to Pos. & Affirms Ba3 CFR --------------------------------------------------------------- Moody's Investors Service changed Russel Metals, Inc.'s outlook to positive from negative to reflect the significant improvement in the company's operating performance and credit metrics and the expectation these trends will continue over the next 12 to 18 months. At the same time, Moody's affirmed Russel Metals' Ba3 corporate family rating, Ba3-PD probability of default rating, B1 senior unsecured note rating and its Speculative Grade Liquidity Rating of SGL-2. The following rating action was taken: Affirmations: Corporate Family Rating, Ba3; Probability of Default Rating, Ba3-PD; Senior Unsecured Notes, B1 (LGD 5); Speculative Grade Liquidity Rating, affirmed at SGL-2 Outlook Actions: Outlook, Changed to Positive from Negative RATINGS RATIONALE Russel Metals' Ba3 corporate family rating reflects its moderate size and scale, relatively low leverage, good liquidity and the counter-cyclical working capital investment that enhances liquidity in down markets. However, the rating also reflects the company's low profit margins, volatile free cash flow and high dividend payout ratio. In addition, the rating incorporates Russel's exposure to the highly cyclical oil & gas sector and steel price volatility, which have caused high variability in its recent operating results and credit metrics. Russel Metals' operating performance improved substantially during the first half of 2017. Its revenues rose by 26% and its adjusted EBITDA increased by about 70% to $132 million versus $78 million during the same period in 2016. The significant improvement has been supported by higher oil and gas sector capital spending and improved product prices and has led to substantially stronger credit metrics. Its leverage ratio has declined to 2.5x (Debt/EBITDA) in June 2017 from 2.8x in December 2016, and its interest coverage ratio (EBITA/Interest Expense) has risen to 5.7x from 3.5x. Its profitability has also significantly improved with its adjusted operating margin rising to 6.4% from 3.8%, but still remaining at a low level due to competitive pressures and the low margins inherent in the distribution business model. Moody's anticipates that Russel's operating results will improve substantially in the second half of 2017 versus 2016. Therefore, Moody's expects the company to produce adjusted EBITDA in the range of $230 - $250 million in 2017 versus $154 million in 2016. Its credit metrics will also continue to strengthen, but this will be tempered by modestly increased borrowings in the second half since it will be required to invest in working capital to support increased demand and will pay out about $47 million in dividends. As a result, Moody's anticipates its adjusted leverage ratio will decline modestly to about 2.3x and its interest coverage ratio will rise above 6.0x at the end of 2017. These metrics are strong for the current rating, but the assigned rating also reflects the company's weak profit margins and its exposure to the highly cyclical oil & gas sector and steel price volatility. Russel Metals' SGL-2 rating reflects its good liquidity profile supported by its $175 million cash balance and $183 million of availability on its primary C$400 million revolving credit facility as of June 30, 2017. The company had $137 million in borrowings and $80 million in letters of credit outstanding. Russel had negative free cash flow of about $104 million during the first half of 2017 due to $47 million in dividend payments and about $130 million in investments in working capital to support stronger demand. Moody's expects the company to produce negative free cash flow in the second half of the year as working capital investments are increased, but it should be at a lower level than in the first half and Russel should maintain a good liquidity position. The positive outlook reflects our expectation that Russel's operating performance and credit metrics will continue to strengthen in 2017 and remain strong for its rating. Russel's outlook could return to stable if the company's operating performance is weaker than expected and its leverage ratio rises above 3.5x or its operating margin declines below 5%. Upside rating movement could occur if oil & gas and steel sector conditions remain stable or improve further and Russel Metals sustains an interest coverage ratio above 4.0x and an operating margin above 6%. A downgrade is not likely in the near term, but could be considered if Russel's operating results and credit metrics substantially deteriorate. Downside triggers would include a leverage ratio above 4.0x, interest coverage below 3.0x or an operating margin below 5%. Russel Metals, headquartered in Mississauga, Ontario, is a leading North American metal distributor with 64 metals service centers and 67 energy products locations in Canada and the US. The company operates in three metal distribution segments. Metals Service Centers (51% of LTM revenue) distributes carbon hot rolled and cold finished steel, pipe and tubular products, stainless steel and aluminum products. Energy Products (38%) distributes oil country tubular goods, line pipe, valves and fittings. Steel Distributors (11%) sells steel in large volumes to steel service centers and large equipment manufacturers. For the LTM period ended June 30, 2017, the company had approximately $2.9 billion in revenues with about 70% of its revenues generated in Canada (all figures are in Canadian dollars unless otherwise noted). The principal methodology used in these ratings was Distribution & Supply Chain Services Industry published in December 2015. RXI PHARMACEUTICALS: Amends 8 Million Shares Resale Prospectus -------------------------------------------------------------- RXi Pharmaceuticals Corporation filed with the Securities and Exchange Commission an amendment no.1 to its Form S-1 registration statement covering the sale of an aggregate of up to 8,048,797 shares of its common stock, $0.0001 par value per share, by Timothy J. Barberich, Alexey Eliseev, Ph.D., Alexey Wolfson, et al. The Company amended the Registration Statement to delay its effective date. The Shares being offered consist of (a) 3,868,595 shares of Common Stock issued pursuant to a Stock Purchase Agreement dated as of Jan. 6, 2017, and (b) up to 4,180,202 shares of Common Stock issuable upon the achievement of certain development or commercial milestones within two years of the Stock Purchase Agreement. The Company will not receive any proceeds from the sale by the Selling Stockholders of the shares covered by the prospectus. The Company is paying the cost of registering the shares covered by the prospectus, as well as various related expenses. The Company's Common Stock is currently listed on The NASDAQ Capital Market under the symbol "RXII". The closing price of the Comany's Common Stock on July 28, 2017, as reported by NASDAQ, was $0.6301 per share. A full-text copy of the Form S-1/A is available for free at: https://is.gd/BKXmWf About RXi RXi Pharmaceuticals Corporation -- http://www.rxipharma.com/-- is a biotechnology company focusing on discovering and developing therapies primarily in the areas of dermatology and ophthalmology. The Company develops therapies based on siRNA technology and immunotherapy agents. Its clinical development programs include RXI-109, a self-delivering RNAi compound, which is in Phase IIa clinical trial that is used to prevent or reduce dermal scarring following surgery or trauma, as well as for the management of hypertrophic scars and keloids; and Samcyprone, an immunomodulation agent, which is in Phase IIa clinical trial for the treatment of various disorders, such as alopecia areata, warts, and cutaneous metastases of melanoma. The Company's preclinical program includes the development of products for ocular indications with RXI-109, including retinal and corneal scarring. Its discovery stage development programs include a dermatology franchise for the discovery of collagenase and tyrosinase targets for its RNAi platform; and ophthalmology franchise, a program for the discovery of sd-rxRNA compounds for oncology indications, including retinoblastoma. The company was incorporated in 2011 and is headquartered in Marlborough, Mass. RXi reported a net loss applicable to common stockholders of $11.06 million for the year ended Dec. 31, 2016, a net loss applicable to common stockholders of $10.43 million for the year ended Dec. 31, 2015, and a net loss applicable to common stockholders of $12.93 million for the year ended Dec. 31, 2014. As of June 30, 2017, RXi Pharmaceuticals disclosed $8.39 million in total assets, $2.45 million in total liabilities, all current, and $5.93 million in total stockholders' equity. SAVANNA ENERGY: S&P Affirms Then Withdraws 'B+' Corp Credit Rating ------------------------------------------------------------------ S&P Global Ratings said it affirmed its 'B+' long-term corporate credit rating on Calgary, Alta.-based Savanna Energy Services Corp. At the same time, S&P Global Ratings also affirmed its 'BB-' issue-level rating on the company's senior unsecured debt. The '2' recovery rating on the debt is unchanged. The outlook is stable. Subsequently, S&P Global Ratings withdrew its ratings on Savanna at the company's request. At the time of withdrawal, Savanna's credit reflected S&P's view that the company should benefit from Total Energy Services Inc.'s ownership due to slightly higher scale and product diversification. Moreover, the company will have a more robust balance sheet that should support its capital investment plan for the next two years. This should result in more stable margins and improved cash flow metrics, with two-year, weighted-average funds from operation-to-debt above 20%. SCI DIRECT: Restless Noggins Joins Creditor's Committee ------------------------------------------------------- Daniel M. McDermott, U.S. Trustee Region 9, on Sept. 7 added Restless Noggins Manufacturing, LLC, to the official committee of unsecured creditors in the Chapter 11 cases of SCI Direct, LLC, and its debtor affiliates. As reported by the Troubled Company Reporter on Aug. 28, 2017, the U.S. Trustee on Aug. 24 appointed four creditors to serve on the Committee. The committee now includes: (i) NAMANCO PRODUCTIONS, INC. c/o James C. Walsh 300 E. 51st Street, Suite 7D New York, NY 10022 Tel: (212) 688-6310 Fax: (212) 758-7875 (Temporary Chairperson) (2) DESIGN MOLDED PLASTICS c/o Martin Puleo 8220 Bavaria Road Macedonia, OH 44056 Tel: (330) 963-4400 Ext. 125 Fax: (330) 963-4300 (3) BLUE TECHNOLOGIES, INC. c/o Clara Nader 5885 Grant Avenue Cleveland, OH 44105 Tel: (216) 271-4800 Fax: (216) 271-0127 (4) YODER GRAPHIC SYSTEMS, INC. c/o Marc Yoder 724 Seville Road Wadsworth, OH 44281 Tel: (330) 334-5060 Fax: (330) 328-1150 (5) RESTLESS NOGGINS MANUFACTURING, LLC c/o Neil R. Tyburk P.O. Box 2995 North Canton, OH 44720 Tel: (330) 494-8388 Fax: (330) 497-1823 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 Suarez Corporation Suarez Corporation Industries -- http://www.suarez.com/-- is a direct marketing company currently offering hundreds of diversified products around the world. From heaters, food services, jewelry, body and skin care, collectible coins, and health products, SCI continues to lead the way through product innovation and multi-channel marketing. The Company offers services through mail, phone and internet, television, newspaper, and magazines. The company started in business in 1968 when Benjamin Suarez started a small business from his home which eventually became Suarez Corporation Industries. Suarez Corporation Industries is an operating entity involved in direct marketing products to consumers, and Retail Partner Enterprises, LLC, markets the same products on a wholesale basis to retail stores. SCI Direct, LLC, holds certain patents, trademarks, and other intellectual property used by Suarez Corporation Industries, and Retail Partner Enterprises, LLC. The entities are owned by Suarez Enterprises Holding Company. Each of SCI Direct LLC, Suarez Corporation Industries, and two affiliates filed separate voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. N.D. Ohio Case Nos. 17-61735 to 17-61738) on Aug. 7, 2017. The cases are jointly administered before the Honorable Russ Kendig under SCI Direct's Case No. 17-61735. Anthony J. DeGirolamo serves as the Debtors' bankruptcy counsel. The Phillips Organization is the Debtors' accountant. Craig T. Conley, Esq., is special counsel. Kurtzman Carson Consultants LLC is the claims and noticing agent. Daniel M. McDermott, U.S. Trustee Region 9, has appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of SCI Direct, LLC, and its debtor affiliates. SENIOR CARE GROUP: Committee Taps Stevens & Lee as Lead Counsel --------------------------------------------------------------- The official committee of unsecured creditors of Senior Care Group, Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Stevens & Lee, P.C. as its lead counsel. The firm will, among other things, advise the committee regarding its duties under the Bankruptcy Code; negotiate with creditors of SCG and its affiliates; give advice regarding any sale of the Debtors' assets; and represent the committee in the negotiation of any Chapter 11 plan. The principal attorneys assigned to represent the committee and their standard hourly rates are: Robert Lapowsky $695 Joanne Judge $675 Jason Angelo $275 Stevens & Lee has agreed to cap its hourly rates at $550. Robert Lapowsky, Esq., a shareholder of Stevens & Lee, disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Robert Lapowsky, Esq. Stevens & Lee, P.C. 620 Freedom Business Center, Suite 200 King of Prussia, PA 19406 Phone: 610-205-6000 Fax: 610-337-4374 About Senior Care Group Inc. Senior Care Group, Inc. is a non-profit corporation which, through its wholly-owned subsidiaries, provides residents and patients with nursing and long-term health care services. Senior Care Group and its six affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 17-06562) on July 27, 2017. David R. Vaughan, chairman of the Board, signed the petitions. Scott A. Stichter, Esq., at Stichter Riedel Blain & Postler, P.A., serves as the Debtors' Chapter 11 counsel. At the time of the filing, Senior Care Group disclosed that it had estimated assets and liabilities of $1 million to $10 million. The U.S. Trustee for Region 21 appointed Mary L. Peebles as the patient care ombudsman for Key West Health and Rehabilitation Center LLC, SCG Baywood LLC, SCG Gracewood LLC, and SCG Laurellwood, LLC. On August 18, 2017, the U.S. trustee appointed an official committee of unsecured creditors. SENIOR CARE GROUP: Committee Taps Trenam Kemker as Co-Counsel ------------------------------------------------------------- The official committee of unsecured creditors of Senior Care Group, Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis, P.A. Trenam will serve as co-counsel with Stevens & Lee, P.C., the firm tapped by the committee to be its lead counsel in connection with the Chapter 11 cases of SCG and its affiliates. Lori Vaughan, Esq., and Megan Murray, Esq., the attorneys who will be handling the cases, will charge $395 per hour and $275 per hour, respectively. Trenam is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Lori V. Vaughan, Esq. Trenam, Kemker, Scharf, Barkin Frye, O'Neill & Mullis, P.A. 101 East Kennedy Boulevard, Suite 2700 Tampa, FL 33602 Tel: (813) 223-7474 Fax: (813) 229-6553 About Senior Care Group Inc. Senior Care Group, Inc. is a non-profit corporation which, through its wholly-owned subsidiaries, provides residents and patients with nursing and long-term health care services. Senior Care Group and its six affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 17-06562) on July 27, 2017. David R. Vaughan, chairman of the Board, signed the petitions. Scott A. Stichter, Esq., at Stichter Riedel Blain & Postler, P.A., serves as the Debtors' Chapter 11 counsel. At the time of the filing, Senior Care Group disclosed that it had estimated assets and liabilities of $1 million to $10 million. The U.S. Trustee for Region 21 appointed Mary L. Peebles as the patient care ombudsman for Key West Health and Rehabilitation Center LLC, SCG Baywood LLC, SCG Gracewood LLC, and SCG Laurellwood, LLC. On August 18, 2017, the U.S. trustee appointed an official committee of unsecured creditors. SENIOR COMMUNITY HOUSING: Taps Totaro & Shanahan as Bankr. Counsel ------------------------------------------------------------------ Senior Community Housing Long Beach, LLC seeks authorization from the U.S. Bankruptcy Court for the Central District of California to employ Michael R. Totaro and Totaro & Shanahan as general insolvency counsel, effective August 24, 2017. The Debtor requires Totaro & Shanahan to: (a) provide pre-petition counseling, attend lengthy meetings, phone calls, and discussions concerning the various chapters, benefits and disadvantages of filing a chapter 11 case and debtor's rights and responsibilities as chapter 11 debtor in possession, including the requirements of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the Local Bankruptcy Rules, and the United States Trustee Guidelines; (b) prepare documents, including the petition and schedules, status reports, review and provide consultation concerning Monthly Operating Reports, and personally attend all hearings, including but not limited to the Status Conference, Initial Debtor Interview, the meeting of creditors pursuant to Bankruptcy Code section 341(a) or any continuance thereof, and all status conferences; and prepare any first day motions and employment applications and all hearings on motions, the disclosure statement and Chapter 11 plan; (c) consult with the Debtor's representative concerning documents needed and reports to be prepared; and consult with real estate counsel regarding title and other issues; (d) assist the Debtor in preparation of documents for compliance with the requirements of the Office of the United States Trustee; (e) negotiate with secured and unsecured creditors regarding the amount and payment of their claims; (f) discuss with the Debtor's representative concerning the Disclosure Statement and Plan of Reorganization; (g) prepare the Disclosure Statement and Chapter 11 Plan of Reorganization and any amendments/changes; (h) submit ballots to creditors, and tally ballots and submit them to the Court; (i) respond to any objections to the Disclosure Statement and/or the Plan; (j) negotiate with creditors as to values, etc and the plan of reorganization; and (k) respond to any motions for relief from stay, motions to dismiss or any other motions or contested matters. In cases involving litigation, if ligation counsel is employed, Totaro & Shanahan will assist in those matters. In cases where no litigation counsel is employed, Totaro & Shanahan will undertake these matters: (a) the preparation, submission and prosecution of any adversary proceedings that may be necessary to the case including but not limited to determining the value of real property as collateral and extinguishing unsecured liens on real property; (b) review of proofs of claims and if necessary, preparation of formal objections with respect to claims asserted; (c) opposition to any motion sought by trustee, court and/or creditors; and (d) assistance in any other adversary matter that arises during the administration of this chapter 11 case. Totaro & Shanahan will be paid at these hourly rates: Attorney $550 Paralegal $150 The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. The firm has received a $8,000 retainer from the Debtor's members. Michael R. Totaro, a partner of Totaro & Shanahan, 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. Totaro & Shanahan can be reached at: Michael R. Totaro, Esq. TOTARO & SHANAHAN P.O. Box 789 Pacific Palisades, CA 90272 Tel: (310) 573-0276 E-mail: Ocbkatty@aol.com About Senior Community Housing Senior Community Housing Long Beach, LLC, based in Winnetka, Calif., filed a Chapter 11 petition (Bankr. C.D. Calif. Case No. 17-12260) on August 24, 2017. The Hon. Maureen Tighe presides over the case. Michael R Totaro, Esq., at Totaro & Shanahan, serves as bankruptcy counsel. In its petition, the Debtor indicated $1.65 million in total assets and $6.66 million in total liabilities. The petition was signed by Dean R. Isaacson, president of the Debtor's managing partner. The Debtor's list of 12 largest unsecured creditors is available for free at http://bankrupt.com/misc/cacb17-12260.pdf SEQUOIA VOTING: Disclosures OK'd; Plan Hearing on Oct. 19 --------------------------------------------------------- The Hon. Thomas B. McNamara of the U.S. Bankruptcy Court for the District of Colorado has approved Sequoia Voting Systems, Inc.'s disclosure statement dated July 11, 2017, in support of the Debtor's second amended (revised) Chapter 11 plan. A hearing for consideration of confirmation of the plan and the objections is scheduled for Oct. 19, 2017, at 1:30 p.m. Objections to the confirmation of the Plan must be filed by Oct. 5, 2017. Ballots accepting or rejecting the Plan must be submitted by 5:00 p.m. on Oct. 5, 2017. As reported by the Troubled Company Reporter on July 26, 2017, the Debtor filed a plan proposing that general unsecured creditors be paid 9.2% of their claims. Under the latest plan, holders of allowed Class 2 general unsecured claims will get a pro rata share of available cash after funding reserve and convenience claims. Class 2 is impaired and general unsecured creditors are entitled to vote to accept or reject the plan, according to the company's latest disclosure statement filed on July 11 with the Court. The Court finds that the Debtor's Disclosure Statement contains adequate information as the term is defined by 11 U.S.C. Section 1125, provided that the Debtor revises the Disclosure Statement as follows: (a) the reference in the third line of the first paragraph of Article 1, Section 1.1 to the Third Amended Chapter 11 Plan should be corrected to refer to the Second Amended (Revised) Chapter 11 Plan; (b) Article 6, section 6.2 should be revised to reflect the actual terms of the Plan Administrator's compensation, consistent the actual language of Article 6 of the Plan. Specifically, the second paragraph of section 6.2 should be revised to state: the Plan Administrator will be compensated for post-confirmation services at the rate of $300 per hour from the Reserve pursuant to the terms and conditions of the Plan Administrator Agreement; (c) in Exhibit C (Projected Recovery Under the Plan), the last line in the table should be changed to read: "Projected Distribution to General Unsecured Claims based on $4,749,493.03 of General Unsecured Claims," as the $4,749,493.03 figure is equal to the sum of the Allowed Class 2 Claims plus the Disputed Class 2 Claims set forth in Exhibit A to the Plan; (d) Exhibit D (Liquidation Analysis) to the Disclosure Statement should be corrected so that the comparison to projected plan recovery appears next to the Chapter 7 liquidation analysis. Further, the figure for General Unsecured Claims should be corrected to read $4,749,493.03; and (e) the Plan Administrator Agreement will be attached to the Disclosure Statement or Second Amended (Revised) Plan. About SVS Holdings SVS Holdings, Inc., filed a Chapter 11 bankruptcy petition (Bankr. D. Colo. Case No. 10-24238) on June 8, 2010. On Oct. 16, 2012, the court entered an order converting the case to a Chapter 7 proceeding and appointed Tom H. Connolly as Chapter 7 trustee. With the approval of the court on February 11, 2014, the trustee caused Sequoia Voting Systems, Inc., based in Louisville, Colorado, to file a voluntary Chapter 11 petition (Bankr. D. Colo. Case No. 14-11360) on Feb. 11, 2014. It listed total assets of $547,583 and total liabilities of $3.38 million. The petition was signed by Tom H. Connolly, president. SOUTHWEST SILK: Unsecureds to Recover 100% Over 36 Months --------------------------------------------------------- Southwest Silk Screening Inc. filed with the U.S. Bankruptcy Court for the Southern District of Texas a disclosure statement dated Aug. 21, 2017, referring to the Debtor's plan of reorganization. Under the Plan, the General Unsecured Creditors will be paid 100% of their claims with no interest. Payments will start on the 15th day of the 61st month following Effective Date of the Plan. Each claimant will be paid in equal monthly installment of 1/36th of their total Allowed Claim, payable over a term of 36 months. Payments and distributions under the Plan will be funded by ordinary business income. As to a default under the Plan, any creditor remedies allowed by 11 U.S.C. Section 1112(b)(4)(N) will be preserved to the extent otherwise available at law. In addition to any rights specifically provided to a claimant treated pursuant to the Plan, a failure by the Reorganized Debtor to make a payment to a creditor pursuant to the terms of the Plan will be an event of default as to such payments if the payment is not cured within 30 days after service of a written notice of default from the creditor, then the creditor may exercise any and all rights and remedies under applicable non-bankruptcy law to collect the claims or seek relief as may be appropriate in the Court. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/txsb17-32431-23.pdf About Southwest Silk Screening Southwest Silk Screening Inc. is in the custom silk screening and embroidery business. Debtor was incorporated and started operations on Jan. 31, 1991. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (S.D. Tex. Case No. 17-32431) on April 21, 2017. The petition was signed by Marcus Stalarow, president. At the time of the filing, the Debtor estimated assets and liabilities of less than $500,000. Mitchell Buchman, Esq., represents the Debtor as bankruptcy counsel. STATION CASINO: Moody's Rates New $550MM Senior Unsecured Notes B3 ------------------------------------------------------------------ Moody's Investors Service assigned a B3 rating to Station Casino LLC's new $550 million senior unsecured notes due 2025, a Ba3 to $781 million senior secured revolver due in 2022 which is being upsized from $685 million and extended one year. At the same time, Station's existing senior secured term loan B due 2023, was upgraded to Ba3 from B1. Station's SGL-1 Speculative Grade Liquidity is unchanged and the outlook remains stable. Proceeds from Station's new senior notes will be used to repay $190 million outstanding on the existing revolver, to fully repay the existing $250 million senior unsecured notes due 2021, and increase cash balances by approximately $95 million. On a net debt basis the transaction is leverage neutral. Pro-forma gross debt/EBITDA (including Moody's standard adjustments) is about 5.4 times and 5.2x on a net debt basis. The ratings on Station's existing revolver and senior unsecured notes will be withdrawn once the transaction closes and these facilities are repaid in full. "The Ba3 assigned to Station's new revolver, along with the one-notch upgrade of the company's existing senior secured term loan B to Ba3 from B1, considers the increase in the amount of unsecured debt relative to secured debt in Station's pro forma capital structure," stated Peggy Holloway, a Senior Vice President at Moody's. "The net $300 million increase in senior unsecured debt coupled with a $190 million decrease in senior secured debt has increased the loss absorption provided by junior ranking debt resulting in a upgrade of Station's senior secured debt pursuant to Moody's Loss Given Default Methodology," added Holloway. Despite the capital structure change, Station's B3 senior unsecured rating remained the same. The following summarizes rating action: Upgrades: Issuer: Station Casinos LLC -- Senior Secured Term Loan A due 2021, Upgraded to Ba3 (LGD 3) from B1 (LGD 3) -- Senior Secured Term Loan B due 2023, Upgraded to Ba3 (LGD 3) from B1 (LGD 3) Assignments: Issuer: Station Casinos LLC -- Senior Secured Revolving Credit Facility due 2022, Assigned Ba3 (LGD 3) -- Senior Unsecured Notes due 2025, Assigned B3 (LGD 6) Outlook Actions: Issuer: Station Casinos LLC -- Outlook, Remains Stable Affirmations: Issuer: Station Casinos LLC -- Probability of Default Rating, Affirmed B1-PD -- Corporate Family Rating, Affirmed B1 Ratings to be withdrawn if/when transaction closes: Issuer: Station Casinos LLC -- Senior Secured Revolving Credit Facility due 2021, B1 (LGD 3) -- Senior Unsecured Notes due 2021, B3 (LGD 6) RATING RATIONALE Station's B1 Corporate Family Rating reflects the company's high consolidated EBITDA margins, at around 28% limited supply growth in the Las Vegas locals market, and an improving economic environment in the Las Vegas region that will support gaming demand. Also supporting the ratings is Moody's expectation that Station has the ability and willingness to maintain Moody's adjusted debt/EBITDA between 4.5 times and 5.0 times over the long term. Key credit challenges include Station's limited geographic diversification, the highly discretionary nature of consumer spending on casino gaming, and the renewal risk related to the company's profitable Native American management agreements which expire in 2018 and 2020. The fees from these agreements account for close to 20% of Station's EBITDA before management fees. The stable rating outlook reflects favorable market and economic conditions in the Las Vegas area that will support modest EBITDA growth. However, due to significant investment spending and construction disruption at both Palace Station and Palms, adjusted debt/EBITDA will increase to around 5.5x in 2017 but is expected to decline toward 5.0x in 2018 as these projects are completed and add incremental earnings. Ratings could be upgraded if Moody's believes the company can achieve and maintain Moody's adjusted debt/EBITDA below 4.5 times taking into account the potential loss of EBITDA from existing management agreements with Native American tribes. An upgrade would also require the company to maintain EBIT/interest coverage of at least 3.0 times and good liquidity. Ratings could be lowered if monthly gaming revenue trends or economic conditions in Las Vegas metropolitan area where to show signs of sustained deterioration. Additionally ratings could be lowered if Moody's adjusted debt/EBITDA is sustained above Moody's 5.5x peak estimate. Station owns and operates nine major hotel/casino properties and ten smaller casino properties (three of which are 50% owned) in the Las Vegas metropolitan area. Station also manages the Gun Lake Casino in Michigan on behalf of the Match-E-Be-Nash-She-Wish Band of Pottawatomi Indians pursuant to a seven year contract that expires in 2018, and the Graton Resort & Casino located in Sonoma County, CA on behalf of The Federated Indians of Graton Rancheria. The Graton contract also has a seven year term and expires in 2020. Station's net revenue for the fiscal year-ended Jun. 30, 2017 was about $1.5 billion. Station is owned by Red Rock Resorts, Inc., a publicly traded holding company whose principal asset is Station. The principal methodology used in these ratings was Global Gaming Industry published in June 2014. STEFANOVOUNO LLC: Names Dahar Firm as Chapter 11 Counsel -------------------------------------------------------- Stefanovouno, LLC seeks authorization from the U.S. Bankruptcy Court for the District of New Hampshire to employ Eleanor Wm. Dahar, Esq., at Victor W. Dahar, P.A., as counsel, nunc pro tunc to August 16, 2017. The Debtor requires the counsel to: (a) provide the plan and disclosure statement; (b) provide motions for relief and cash collateral and post- petition/take-out financing issues; (c) provide assumption/rejection of executory contracts; (d) turnover, fraudulent transfer, preference actions and other avoidance and subordination actions; (e) provide services for other litigation; (f) negotiate with the creditors committee and creditors, as necessary and objection to claims; and (g) render other services necessary and proper for the representation of the Debtor in the case. The Debtor intends to employ the firm under a general retainer. The firm's fees and expenses are subject to Court approval after notice and a hearing. Eleanor Wm. Dahar assures the Court that her firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. The counsel can be reached at: Eleanor Wm. Dahar, Esq. VICTOR W. DAHAR, P.A. 20 Merrimack Street Manchester, NH 03101 Tel: (603) 622-6595 About Stefanovouno Stefanovouno, LLC, owns a business and real estate located at 2323 Brown Avenue, Manchester, New Hampshire. Thomas Katsiantonis has owned, managed, and operated Stefanovouno since November 2014. Stefanovouno has owned the real estate at 2323 Brown Avenue, Manchester, New Hampshire since March 2015. It also operates a pizza restaurant known as Tommy K's in the building at 2323 Brown Avenue. Stefanovouno, LLC, filed for Chapter 11 bankruptcy protection (Bankr. D. N.H. Case No. 17-11142) on Aug. 16, 2017, estimating its assets at between $100,000 and $500,000 and liabilities at between $1 million and $10 million. Mr. Katsiantonis, as manager, signed the bankruptcy petition. Eleanor Wm Dahar, Esq., at Victor W. Dahar Professional Association, serves as the Debtor's bankruptcy counsel. STRIDE ACADEMY: S&P Alters Lease Revenue Bonds Outlook to Negative ------------------------------------------------------------------ S&P Global Ratings revised its outlook to negative and affirmed its 'CCC-' long-term rating on St. Cloud, Minn.'s series 2016A and series 2016B lease revenue bonds, issued for STRIDE Academy (Stride or the academy). At the same time, S&P removed the rating from CreditWatch with developing implications, which was placed on June 9, 2017. "The negative outlook reflects our expectation that Stride will experience operational pressure in the fiscal 2017-2018 school year due to lower enrollment, the possibility that Stride may have to restructure the debt payment within the outlook period, and may fail to either secure a renewal or a new authorizer," said S&P Global Ratings credit analyst Kaiti Wang. "The 'CCC-' rating reflects our opinion that the debt obligation is highly vulnerable to nonpayment due to the heighted risk of Stride's charter status and its impact on enrollment, which has fallen sharply to about half of last year's," Ms. Wang added. On June 30, 2017, Stride Academy and its authorizer Friends of Education (Friends) signed a one-year charter contract extension amendment for the 2017-2018 school year. The academy will serve only kindergarten through sixth grade (K-6) students (originally K-8) for the next year or two in order to focus on its core strengths, according to management. Stride is seeking charter renewal through Friends and also pursuing Pillsbury United Communities as an authorizer, which requires Friends' consent to the switch. The uncertain fate of Stride's charter extension is also a severe limiting factor for the rating. STRINGER FARMS: 25% Recovery for Unsecured Creditors Under Plan --------------------------------------------------------------- Stringer Farms, Inc., and Charles Blake Stringer filed with the U.S. Bankruptcy Court for the Northern District of Texas a disclosure statement with respect to their joint plan of reorganization dated August 31, 2017. Each holder of an Allowed Class 9 General Unsecured Claim shall receive distributions, in the aggregate, totaling 25% of the Allowed amount without interest. The Full Payment Amount shall be amortized over 240 months in substantially equal payments. The Reorganized Debtors shall make an annual installment payment to each holder of an Allowed Unsecured Claim based on such amortization on Nov. 1 of each year, beginning with a first installment payment due on Nov. 1, 2018. Such annual installment payments shall continue until the first Business Day that is at least 84 months after the Effective Date, upon which date the Reorganized Debtors shall pay to each holder of an Allowed Unsecured Claim the full remaining unpaid balance of the Full Payment Amount. The Distributions to be made by the Reorganized Debtors under the Plan shall be funded from the proceeds of the New Term Loan and cash generated by operations of LandCo, FarmCo and CattleCo. In addition to revenue generated by the Debtors' traditional farming operations and the cattle business currently conducted through Dos Ex LP and Dos Ex LLC, the Debtors anticipate generating significant revenue after the Effective Date based on the Wind Leases. The Wind Leases contemplate the installation of wind farms on portions of the SFI Farmland and Stringer Farmland by Swinford Wind, LLC. Consequently, Swinford has yet to begin the project of constructing the wind turbines and other structures necessary to collect and transmit electrical energy converted from wind energy. The Debtors project that the wind farms will be established and generate revenue for the Reorganized Debtors by early 2019. Once the wind farms are fully constructed and operational, the Debtors expect the Wind Leases to provide the Reorganized Debtors with additional revenue of approximately $600,000 per year. In addition, any recoveries obtained through the Pending Lawsuits, Dumas Matter and/or Syngenta Matter may serve as an additional source of funding for Plan obligations. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/txnb16-44821-11-201.pdf About Stringer Farms, Inc. Stringer Farms, Inc. filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 16-44821), on December 14, 2016. The Petition was signed by Charles Blake Stringer, president. The case is assigned to Judge Russell F. Nelms. At the time of filing, the Debtor had $10 million to $50 million in estimated assets and $1 million to $10 million in estimated liabilities. Charles Blake Stringer filed a voluntary Chapter 11 petition (Bankr. N.D. Tex. Case No. 16-44871) on December 20, 2016. Pursuant to an Order directing the Joint Administration of Cases entered on December 23, 2016, the Debtors bankruptcy cases are being jointly administered under (Bankr. N.D. Tex. Case No. 16-44821). The Debtors are represented by Jeff P. Prostok, Esq., at Forshey & Prostok, LLP. No creditors' committee has been appointed in the Debtors' cases by the U.S. Trustee. Further, no trustee or examiner has been requested or appointed in the Debtors' Chapter 11 cases. SUNBURST FARMS: Names K.Coe Isom LLC as Accountant -------------------------------------------------- Sunburst Farms Partnership seeks authorization from the U.S. Bankruptcy Court for the District of Kansas to employ Kami McDonald of K.Coe Isom, LLC as accountant. The Debtor requires K.Coe Isom to prepare and file Federal and State income tax returns. K.Coe Isom will receive fees on both an hourly and a flat fee basis for tax preparation. K.Coe Isom's current fees are $330 per hour for Kami McDonald, $215 per hour for general tax preparers, and $3,900 flat fee per year for tax preparation, contingent on the amount of time estimated for services. K.Coe Isom will be reimbursed for reasonable out-of-pocket expenses incurred. Kami McDonald, an accountant at K.Coe Isom, 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. K.Coe Isom can be reached at: Kami McDonald K.COE ISOM, LLP 816 Campus Drive, Suite 100 Garden City, KS 67846 Tel: (620) 275-9670 Fax: (620) 275-9691 About Sunburst Farms Sunburst Farms Partnership is engaged in wheat and feed sorghum production. The principal place of business of Sunburst Farms is 116 W Greeley, Tribune, Kansas 67879. Sunburst Farms filed for Chapter 11 bankruptcy protection (Bankr. D. Kan. Case No. 17-11389) on July 19, 2017, disclosing $4.29 million in total assets and $6.60 million in total liabilities. The petition was signed by Carol Bloesser, president of Western Plains, the Debtor's general partner. Judge Robert E. Nugent presides over the case. David P Eron, Esq., at Eron Law, P.A., serves as the Debtor's bankruptcy counsel. SWING HOUSE: Hires Liner Group as Special Counsel ------------------------------------------------- Swing House Rehearsal and Recording, Inc. seeks authorization from the U.S. Bankruptcy Court for the Central District of California to employ Liner LLP as special counsel, effective May 30, 2017 and Liner Law Group LLP as special employment counsel, effective September 1, 2017. The Debtor seeks to employ the Liner Firm for the purposes of advising and aiding the Debtor in real estate issues arising in the ordinary course of its business. To the extent necessary, the firm would be prepared to advise and assist the Debtor in any real estate issues that might arise in the prosecution and confirmation of the pending proposed chapter 11 plans, including ongoing advice about customer licenses and sub-leases. The Debtor also seeks to employ the Liner Firm and the Liner Group to provide employment-related advice with respect to the Debtor's employee handbook and other ordinary course employment issues. To the extent necessary, the Firms would be prepared to advise and assist the Debtor in any employment issues that might arise in the prosecution and confirmation of the pending proposed chapter 11 plans, including ongoing advice about any consulting, executive, and other employment-related agreements to implement a confirmed chapter 11 plan. The law firms will be paid at these hourly rates: Scott K. Liner $600 John Karavas $500 Casey Sobhani $595 The firms will also be reimbursed for reasonable out-of-pocket expenses incurred. Scott K. Liner, partner in Liner's Litigation Group, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. The firms can be reached at: Scott K. Liner, Esq. Casey Sobhani, Esq. LINER LLP 1100 Glendon Avenue, 14th Floor Los Angeles, CA 90024-3518 Tel: (310) 500-3593 Fax: (310) 500-3501 E-mail: skliner@linerlaw.com csobhani@linerlaw.com About Swing House Rehearsal Swing House Rehearsal and Recording, Inc. dba Swing House Studios provides comprehensive rehearsal sound stage, rental service, and recording studio services for the music industry at its 21,000 square foot state-of-the-art compound in Atwater Village. Since 1993, Swing House has provided the highest quality sound engineering service, live event production, backline rental, and showcase facilities in the music industry. The Debtor filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 16-24758), on Nov. 8, 2016. The petition was signed by Philip Jaurigui, president and secretary. The case is assigned to Judge Robert N. Kwan. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Debtor is represented by Kurt Ramlo, Esq. and Jeffrey S. Kwong, Esq., at Levene, Neale, Bender, Yoo & Brill L.L.P. The Debtor hired Friedman, Kannenberg & Company, P.C., as accountant. T.P.I. PLUS: Hearing on Plan and Disclosures Set for Oct. 3 ----------------------------------------------------------- Judge Susan D. Barrett of the U.S. Bankruptcy Court for the Southern District of Georgia issued an order conditionally approving T.P.I. Plus, Inc.'s disclosure statement with respect to a Chapter 11 plan of reorganization dated Sept. 1, 2017, including the value of bankruptcy estate property for plan confirmation purposes as well as determining creditors' secured status. Sept. 28, 2017, is fixed as the last day for filing written acceptances or rejection of the plan. A hearing will be held on Oct. 3, 2017, at 10:00 AM, U. S. Courtroom, U. S. Courthouse, Dublin, GA, to consider final approval of the disclosure and for the hearing on confirmation of the plan. Sept. 28, 2017, is fixed as the last day for filing and serving written objections to the disclosure statement and confirmation of the plan. About T.P.I Plus Headquartered in Wrightsville, GA, T.P.I. Plus, Inc. filed for Chapter 11 bankruptcy protection (Bankr. S.D. Ga. Case No. 16-30258) on Sept. 1, 2016, with estimated assets of $1 million to $10 million and estimated liabilities of 1 million to $10 million. The petition was signed by Terry P. Glover, president. TARA RETAIL: Elswick, et al., Object to Plan and Disclosures ------------------------------------------------------------ Elswick LLC and certain other unsecured creditors object to the proposed amended plan and disclosure statement filed by Tara Retail Group, LLC. Among other things, the creditors complain that the plan does not afford a disinterested investor sufficient information to make an informed decision regarding the proposal. The creditors also object to the Comm 2013 CCRE 12, a New York Limited Liability Partnership secured claims treatment as stated in the Plan of Reorganization and the disclosure statement. First, the plan makes no estimate of the amount and likelihood of success of claims of Tara against Comm 2013. Without such information, a disinterested investor has no basis to estimate the actual amount due to Comm 2013, and calculate the principal due at the end of the payment period of 143 months. Likewise, the amount of principal deferred to the end of the payment period is not known. Further, the tenants are to be paid "100%" of their interests, over five years. However, the plan does not state a specific or even general amount of the claim. The debtor has objected to the claims of the unsecured tenants, and hence it appears that while the plan states one thing, the actual position of Tara is that the unsecured tenant debtors will not be paid anything for the loss of business and other damages they have suffered. The plan is, therefore, is to pay the unsecured tenant creditors nothing. These creditors object therefore to this provision. The plan further does not set forth any proposal for notice and evaluation of claims other than Elswick. Likewise, the creditors object to the treatment of the General Unsecured Claims. Tara has filed an objection to these claims on the same basis as the objection to the Unsecured tenant claims. Again, it appears the actual proposal for the treatment of these claims is for them to be paid nothing. The plan makes no provision for noticing individuals having such claims and providing them an opportunity to file claims. Thus, the creditors identified object to the proposed plan and pray for such relief as the Court may deem fit. The Troubled Company Reporter previously reported that Holders of Class 5 Insider Unsecured Claims will retain their claims, but will receive no distributions over the Plan period. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/wvnb17-00057-358.pdf Counsel for The Elswick Company, LLC, dba Anytime Fitness Elkview: Stuart Calwell, Esquire (#595) John H. Skaggs, Esquire (#3432) Alexander D. McLaughlin, Esquire (#9696) The Calwell Practice, PLLC 500 Randolph Street Charleston, WV 25302 Phone: (304) 343-4323 About Tara Retail Tara Retail Group, LLC, owns The Crossings Mall in Elkview, West Virginia, which had tenants that included Kmart and Kroger. The Company is headed by businessman Bill Abruzzino. The Crossings Mall has been closed and inaccessible to the public since massive floods swept through West Virginia on June 23, 2016. On Dec. 23, 2016, U.S. District Judge Thomas Johnston appointed Martin Perry, a managing director at Newmark Grubb Knight Frank's Pittsburgh office, as receiver. To stop a foreclosure sale of its shopping center, Tara Retail Group, LLC, filed a Chapter 11 petition (Bankr. N.D. W.Va. Case No. 17-00057) on Jan. 24, 2017. The petition was signed by William A. Abruzzino, managing member. The case judge is the Hon. Patrick M. Flatley. The Debtor estimated assets and debt of $10 million to $50 million. The Debtor tapped Steven L. Thomas, Esq., at Kay, Casto & Chaney PLLC as bankruptcy counsel. TCF FINC'L: Moody's Gives Ba1(hyb) Rating to Perpetual Pref. Stock ------------------------------------------------------------------ Moody's Investors Service has assigned a rating of Ba1 (hyb) to the non-cumulative perpetual preferred stock of TCF Financial Corporation. Moody's also assigned prospective ratings to TCF's shelf registration of (P)Baa3 for cumulative preferred stock and (P)Ba1 for non-cumulative preferred stock. RATINGS RATIONALE The assigned non-cumulative preferred stock and shelf ratings follow Moody's notching practices for US regional banks incorporating its loss-given-failure analysis. TCF Financial Corporation's lead bank, TCF National Bank, has existing ratings of A2/Prime-1 for long- and short-term deposits and a Baa2 issuer rating. It also has a baa1 baseline credit assessment. What Could Change the Rating Up TCF's standalone BCA could move up if the high growth in its national lending portfolios subsides, its asset quality improves further, or if its capital increases. A greater proportion of liquid assets would also be positive. What Could Change the Rating Down Downward movement on the standalone BCA could result from deterioration in TCF's asset quality beyond Moody's expectations, particularly in its specialty lending and auto lending portfolios, given their rapid growth or a decrease in its capital ratios. The principal methodology used in these ratings was Banks published in January 2016. TEXAS RHH: Taps Ware Jackson as Special Counsel in MHP Suit ----------------------------------------------------------- Texas RHH, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Ware, Jackson, Lee, O'Neill, Smith & Barrow, LLP as its special counsel. The firm will represent the Debtor in a lawsuit styled Maxus Healthcare Partners, LLC v. Texas RHH, LLC et al. (Case No. 017-275219-14) in the 17th Judicial District Court, Tarrant County. The firm will charge an hourly fee of $450 for partners and $150 for paralegals and legal assistants. The hourly fees for associates range from $245 to $360. In a court filing, Michelle Meriam, Esq., disclosed that the members and associates of her firm are "disinterested" as defined in section 101(14) of the Bankruptcy Code. Ware Jackson can be reached through: Michelle R. Meriam Ware Jackson, Lee, O'Neill Smith & Barrow LLP America Tower, 39th Floor 2929 Allen Parkway Houston, TX 77019 Tel: (713) 659-6400 Fax: (713) 659-6262 About Texas RHH LLC Texas RHH, LLC is into home health care services business and is a small business debtor as defined in 11 U.S.C. Section 101(51D). It is affiliated with BP Chaney, LLC, which filed for bankruptcy protection (Bankr. N.D. Tex. Case No. 17-42793) on July 3, 2017. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case No. 17-43385) on August 21, 2017. The petition was signed by Misty Brady, sole member who also filed Chapter 11 petition (Bankr. N.D. Tex. Case No. 17-41120) on March 20, 2017. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $1 million and liabilities of $1 million to $10 million. Judge Mark X. Mullin presides over the case. TKL ASSOCIATES: Taps J. Riley as Real Estate Broker --------------------------------------------------- TKL Associates, LLC seeks approval from the U.S. Bankruptcy Court for the District of Alaska to hire a real estate broker. The Debtor proposes to employ J. Riley Realty, LLC to list and market its real estate consisting of an 8,500-square-foot fishing lodge located on 1.93 acres of beach front in Anchor Point, Alaska. The property is currently leased to Alaska's Trophy King Lodge LLC, a related entity that operates a fishing lodge business on the property. J. Riley will get a commission of 5% of the gross sales price to be paid at closing in the event of a cash sale. If the sale is owner financed, the firm will be paid over time in conjunction with buyer financing terms. The proposed listing price for the property is $1.79 million. The firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code, according to court filings. J. Riley can be reached through: James W. Riley J. Riley Realty, LLC 2921 Pelican Drive Anchorage, AK 99502 Phone: (907) 248-8700 Email: james@jrrealty.us About TKL Associates LLC TKL Associates, LLC, an Alaska Limited liability company filed a Chapter 11 bankruptcy petition (Bankr. D. Alaska Case No. 17-00253) on July 12, 2017. Judge Gary Sparker presides over the case. Dorsey & Whitney LLP represents the Debtor as 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 Drew H. Butterwick, sole member. TKL ASSOCIATES: Taps Swen A. Mortenson as Accountant ---------------------------------------------------- TKL Associates, LLC seeks approval from the U.S. Bankruptcy Court for the District of Alaska to hire an accountant. The Debtor proposes to employ Swen A. Mortenson CPA, Inc. to, among other things, assist in the preparation of financial reports, monthly operating reports and tax returns, and provide tax consulting services related to its plan of reorganization and sale of its assets. Swen Mortenson, owner of the firm, will charge an hourly fee of $150 for his services while staff accountants will charge $85 per hour. The firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code, according to court filings. Mortenson can be reached through: Swen A. Mortenson Swen A. Mortenson CPA, Inc. 1348 E. 3300th S, Suite 202 Salt Lake City, UT 84106 Phone: (801) 466-0041 About TKL Associates LLC TKL Associates, LLC, an Alaska Limited liability company filed a Chapter 11 bankruptcy petition (Bankr. D. Alaska Case No. 17-00253) on July 12, 2017. Judge Gary Sparker presides over the case. Dorsey & Whitney LLP represents the Debtor as 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 Drew H. Butterwick, sole member. TNS INC: S&P Affirms 'B+' CCR Amid $175MM Loan Add-On ----------------------------------------------------- Data communications provider TNS Inc. announced that it intends to add $150 million to its first-lien term loan and $25 million to its revolving credit facility. The proceeds would repay the $163 million balance on its second-lien term loan. S&P Global Ratings revised its rating outlook on Reston, Va.-based TNS Inc. to negative from stable. At the same time, S&P affirmed the 'B+' corporate credit rating on the company. S&P said, "We also lowered our issue-level rating on the company's first-lien term loan to 'B+' from 'BB-' and revised our recovery rating to '3' from '2'. The company's first-lien term loan is being increased by $150 million to about $461 million, due in 2022, while the revolving credit facility maturing in 2020 is being increased by $25 million to $75 million. The '3' recovery rating indicates our expectation for meaningful (50%-70%; rounded estimate: 60%) recovery in the event of a payment default." Proceeds from the incremental term loan and balance sheet cash will be used to repay the $163 million balance on its second-lien term loan and to pay related fees and expenses. S&P said, "The negative outlook reflects underperformance relative to our previous forecast because of greater–than-expected losses in Dial and timing delays at the company's Cequint and Mobility businesses, resulting in debt to EBITDA of 4.9x for the 12 months ended June 30, 2017. That's up from expectations of around 4x in 2017. We now expect leverage to remain in the high-4x area through the end of the year as debt reduction offsets earnings declines, before improving to the mid-4x area in 2018 through a combination of debt reduction and a rebound in earnings as revenue from new contracts are realized. However, if projected improvement in credit metrics does not materialize, we could lower the rating over the next year. "The negative outlook reflects limited cushion for operational disruptions over the next year, as forecast leverage of about 4.8x by the end of 2017 is high for the rating. Still, we project significant debt repayment in 2017 combined with revenue growth in 2018 to result in leverage improving to about 4.5x in 2018. "We could lower the rating if earnings do not improve as expected over the next year, such that leverage remains elevated around 5x or FFO to debt falls below 12% even when including the use of FOCF to repay debt. This would most likely be caused by ongoing revenue declines due to lower-than-expected adoption of its wireless caller ID product and greater-than-expected declines in its legacy telecommunication services products because of further consolidation among CLEC and cable customers. Alternatively, we could lower the rating over the next year if the company makes an additional debt-funded acquisition or recapitalization that hurts credit metrics. "We could revise the outlook to stable if the company successfully executes its debt repayment plans while increasing earnings in 2018 such that leverage approaches 4.5x by the end of 2018 with further improvement likely thereafter." TOP SHELF CLOSETS: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Top Shelf Closets & Cabinetry, Inc. 1000 Heritage Drive Elverson, PA 19520 Type of Business: Top Shelf Closets and Cabinetry provides custom laminate and real wood closets as well as unique solutions for laundry rooms, garages, basements, mudrooms, libraries, entertainment centers and home offices. The Company serves the entire Delaware Valley, including the Jersey Shore area. Founded in 1988, Top Shelf originally provided simple wire shelving to the Chester County community. Today, Top Shelf's state- of-the-art facility produces a full-color line of shelving not only for the Main Line's better homes, but for homes in New Jersey, New York -- even as far as Bermuda. Web site: http://www.topshelfclosets.com Chapter 11 Petition Date: September 10, 2017 Case No.: 17-16149 Court: United States Bankruptcy Court Eastern District of Pennsylvania (Reading) Judge: Hon. Richard E. Fehling Debtor's Counsel: David B. Smith, Esq. SMITH KANE HOLMAN, LLC 112 Moores Road, Suite 300 Malvern, PA 19355 Tel: (610) 407-7217 Fax: (610) 407-7218 E-mail: dsmith@smithkanelaw.com dsmith@skhlaw.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by John Manidis, president. The Debtor's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/paeb17-16149.pdf TOYS "R" US: Debtwire Hears Tru Taj Holders May Advance $400 Mil. ----------------------------------------------------------------- Reshmi Basu and Hema Oza at Debtwire report that bondholders at Tru Taj LLC -- one of Toys "R" Us' international segments, along with potential new investors -- have entered into restricted discussions with the retail chain and its advisors about raising around $400 million in new secured financing. The fresh capital could be used as a short-term rescue to address the 2018 debt maturities, or as a backup it could be structured as debtor-in-possession (DIP) financing, sources familiar with the talks told Debtwire. Given the company's hefty consolidated leverage at around 7x its debtload, Debtwire explains, new capital would have to be directly secured by assets -- but Toys' existing debt agreements present a maze of limitations on securing new debt. The Taj entity currently has modest leverage at 3.6x and offers the possibility of liens on some of the international assets -- making Taj a focal point for the liability management talks, sources said. Holders of the $575 million 12% secured notes due 2021 at Taj have been organizing with advisor GLC Advisors, sources said. The tranche was born last year out of negotiations former holders of a 2017 Delaware holdco bond who worked to swap into new debt at an entity with a more direct claim to international assets, long viewed as the company's growth spigot. Toys R Us has been attempting to grow into its highly levered balance sheet for arguably the last 12 years – ever since its $6.6 billion leveraged buyout by an investor group led by KKR, Bain Capital and Vornado Realty Trust. Since then, the company has weathered the consumer pullback spawned by the financial crisis, as well as the dramatic change in shopping habits wrought by online shopping and the Amazonbehemoth. Through it all, the company managed to continue refinancing and extending various tranches of the over $5 billion debtload that it took on to back the 2005 LBO. But Toys' earnings have continued a downward trend this year, and it faces $440 million of debt maturities in 2018 followed by $2.6 billion in 2019 that it's so far been unable to address. In recent months, the company hired outside advisors from both Lazard and Kirkland & Ellis that specialize in restructuring to help map out a plan. Increasingly, investors acknowledge that plan could include a bankruptcy filing of one or more Toys entities, sources told Debtwire. Earnings-wise, Toys reported a consolidated same store sales decline of 4.1% in fiscal 1Q17. Adjusted EBITDA in quarter was nearly halved to $44 million, versus $79 million in the prior year period. At quarter-end, the consolidated borrower had $701 million of liquidity, comprising $301 million in cash – mostly held overseas – and $400 million of availability under committed lines. At Toys Delaware, the company had $35 million of cash and $176 million available in credit lines. The borrower's $209 million 7.375% senior bonds due 2018 changed hands late last week at 79 to yield 31.467%, compared to 95 days earlier, according to MarketAxess. The near-dated bonds plummeted on Wednesday (September 6) after a CNBC.com report that Toys had hired restructuring counsel at Kirkland. Toys provided Debtwire with the following statement: As we previously discussed on our first quarter earnings call, Toys"R"Us is evaluating a range of alternatives to address our 2018 debt maturities. We expect to provide an update about these activities, as well as the many initiatives underway to provide an outstanding customer experience in our global retail locations and webstore during the holiday season, during our second quarter earnings call on 26 September. Reshmi Basu is Assistant Editor of restructuring and covers retailers and technology companies. She can be reached at Reshmi.Basu@debtwire.com by e-mail. Hema Oza is an associate editor at Debtwire Americas and covers leveraged finance with a focus on food, restaurant and leisure companies. She can be reached at hema.oza@debtwire.com by e-mail. About Toys "R" Us Toys "R" Us, Inc., is an American toy and juvenile-products retailer founded in 1948 and headquartered in Wayne, New Jersey, in the New York City metropolitan area. Merchandise is sold in 880 Toys "R" Us and Babies "R" Us stores in the United States, Puerto Rico and Guam, and in more than 780 international stores and more than 245 licensed stores in 37 countries and jurisdictions. Merchandise is also sold at e-commerce sites including Toysrus.com and Babiesrus.com. On July 21, 2005, a consortium of Bain Capital Partners LLC, Kohlberg Kravis Roberts and Vornado Realty Trust invested $1.3 billion to complete a $6.6 billion leveraged buyout of the company. Toys "R" Us is now a privately owned entity but still files with the Securities and Exchange Commission as required by its debt agreements. The Company's consolidated balance sheet showed $6.572 billion in assets, $7.891 billion in liabilities, and a stockholders' deficit of $1.319 billion as of April 29, 2017. The Company and its subsidiaries posted a net loss of $163 million on $2.206 billion of net sales for the 13 weeks ended April 29, 2017, compared with a net loss of $125 million on $2.319 billion of net sales for the 13 weeks ended April 30, 2016. TREY WEST: Taps Dean William Greer as Legal Counsel --------------------------------------------------- Trey West Vacations LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to employ Dean William Greer, Esq., to, among other things, give legal advice regarding its duties under the Bankruptcy Code and assist in the preparation of a plan of reorganization. Mr. Greer and his legal assistant will charge $300 per hour and $75 per hour, respectively. The attorney received $25,000 from the Debtor, of which $1,717 was used to pay the filing fee. In a court filing, Mr. Greer disclosed that he is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Mr. Greer maintains an office at: Dean William Greer, Esq. 2929 Mossrock, Suite 117 San Antonio, TX 78230 Tel: 210-342-7100 Fax: 210-342-3633 Email: dwgreer@sbcglobal.net About Trey West Vacations LLC Trey West Vacations LLC is in the tourist agency arranging transport, lodging and car rental business. It owns in fee simple interest 291 acreage valued at $6 million. The company posted gross revenue of $3.10 million for 2016 and gross revenue of $3.38 million for 2015. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Texas Case No. 17-52110) on September 4, 2017. Robert J. Jenkins, Jr., president, signed the petition. At the time of the filing, the Debtor disclosed $9.42 million in assets and $5.99 million in liabilities. Judge Craig A. Gargotta presides over the case. TRONOX LIMITED: Moody's Hikes Corporate Family Rating to B1 ----------------------------------------------------------- Moody's Investors Service upgraded Tronox Limited's Corporate Family Rating to B1 from B2, assigned a Ba3 rating to Tronox Finance LLC's proposed $2.15 billion Senior Secured Term Loan B, and assigned a B3 rating to Tronox UK Holdings Ltd.'s proposed $450 million Senior Unsecured Notes. Moody's also upgraded the rating on the existing $600 million 7.500% Senior Unsecured Notes due 2022 to B3 from Caa1. This action concludes the review for upgrade initiated on February 21, 2017. The rating outlook is stable. "Tronox will reduce leverage moderately following the proposed transactions and will be better-positioned to take advantage of strong industry conditions in titanium dioxide at least through 2018," said Ben Nelson, Moody's Vice President -- Senior Credit Officer and lead analyst for Tronox Limited. The following rating actions were taken: Upgrades: Issuer: Tronox Finance LLC -- Senior Unsecured Regular Bond/Debenture, Upgraded to B3 (LGD 5) from Caa1 (LGD 5) Issuer: Tronox Limited -- Probability of Default Rating, Upgraded to B1-PD from B2-PD -- Corporate Family Rating, Upgraded to B1 from B2 Assignments: Issuer: Tronox Finance LLC -- Gtd Senior Secured Bank Credit Facility, Assigned Ba3 (LGD 3) Issuer: Tronox UK Holdings Ltd. -- Gtd Senior Unsecured Regular Bond/Debenture, Assigned B3 (LGD 5) Outlook Actions: Issuer: Tronox Finance LLC -- Outlook, Changed To Stable From Rating Under Review Issuer: Tronox Limited -- Outlook, Changed To Stable From Rating Under Review Issuer: Tronox Pigments (Netherlands) B.V. -- Outlook, Changed To Stable From Rating Under Review Issuer: Tronox UK Holdings Ltd. -- Outlook, Assigned Stable Affirmations: Issuer: Tronox Limited -- Speculative Grade Liquidity Rating, Affirmed SGL-2 Confirmations: Issuer: Tronox Finance LLC -- Senior Unsecured Regular Bond/Debenture, Confirmed at Caa1 (LGD 5) Issuer: Tronox Pigments (Netherlands) B.V. -- Senior Secured Bank Credit Facility, Confirmed at B1 (LGD 3) The ratings on the existing Tronox Finance LLC Senior Notes due 2020 and Tronox Pigments (Netherlands) B.V. Senior Secured Term Loan B due 2020 will be withdrawn following full repayment when the proposed transaction is completed. RATINGS RATIONALE The net proceeds from the $2.6 billion in new debt will be used to refinance $2.3 billion of existing debt and, combined with the proceeds from the sale of the Alkali Chemicals business to Genesis Energy for $1.325 billion that closed on September 1, 2017, help fund the acquisition of Cristal's titanium dioxide business for $1.673 billion plus a 24% ownership interest in Tronox during the first quarter of 2018. Tronox will refinance the existing $1.4 billion Senior Secured Term Loan B due 2020 and $900 million 6.375% Senior Notes due 2020. The $600 million 7.500% Senior Notes due 2022 will remain outstanding. Tronox will have about $3.3 billion of balance sheet debt after considering the proposed transactions. On a pro forma basis for the proposed transaction, Moody's estimates adjusted financial leverage in the mid 6 times (Debt/EBITDA; excluding synergies) and mid-5 times (including first year synergies) for the twelve months ended June 30, 2017. Tronox will be fully leveraged to developing upcycle in the titanium dioxide industry. Adding Cristal's assets will make Tronox the world's largest titanium dioxide producer with a combined annual production capacity of 1.3 million metric tons across eleven production facilities in eight countries. Moody's expects that strong industry conditions will help the company reduce adjusted financial leverage to well below 5 times (Debt/EBITDA) and well below 4 times (Net Debt/EBITDA) by the end of 2018. Moody's also expects the company to generate a minimum $150 million of free cash flow in 2018, despite one-time spending to integrate the acquired business, and actual free cash flow generation could be meaningfully higher with good execution. The proposed structure includes significant bank debt that Tronox can pre-pay economically, but management has not made any explicit debt reduction targets. Management mentioned on the second quarter earnings conference call that it intends to pay down debt and manage toward a long-term net leverage target of 2.0-3.0x. By comparison, management estimates net leverage of 4.4x on a pro forma basis for the proposed transactions. However, Tronox will also become more exposed to an eventual downturn in the titanium dioxide industry with the loss of the more stable soda ash business that generated between $130 and $150 million of EBITDA over the past few years. Moody's estimates that the combined titanium dioxide platform would have generated less than $100 million of EBITDA in 2015, compared to Tronox's estimate of $272 million including the soda ash business. The transaction will also add about $175 million of gross debt and, including the anticipated reduction in cash, almost $400 million of net debt on a pro forma basis for the twelve months ended June 30, 2017. Tronox expects to realize substantial operating synergies from combining with Cristal, which is a very similar business, compared to owning Alkali Chemicals, a very different business acquired from FMC in 2015. Management expects to generate approximately $100 million in annualized synergies in Year 1 and $200 million in Year 2. The anticipated synergies could help make up the difference between the two trough-cycle EBITDA figures for 2015 cited above over the next two-to-three years. Strong free cash flow generation during the upcycle titanium dioxide industry could also help Tronox reduce its overall debt load. While management has commented that the next downturn likely will be less severe due to more disciplined behavior by industry participants under new ownership, the rating assumes conservatively that the next downturn could approach similar severity. The B1 CFR is principally constrained by heavy exposure to the highly-cyclical titanium dioxide industry, expectations for significant weakening in credit metrics outside the normal boundaries for the rating category during a cyclical trough, and integration risk associated with the acquisition of Cristal. The rating benefits from the company's prospective market position as the world's largest titanium dioxide company, solid mid-cycle credit metrics for the B1 rating, vertical integration, prospective benefits from anticipated operating synergies, and good liquidity. The SGL-2 reflects good liquidity to support operations. While Moody's expects that selling Alkali Chemicals and buying Cristal will result in significant non-recurring spending, Tronox should have meaningful balance sheet cash at closing and generate solidly positive free cash flow in 2018. The company will also have access to a $550 million asset-based revolving credit facility with modest-to-moderate cash advances over the next several quarters. The ABL is expected to contain only a springing fixed charge coverage ratio. The term loan is not expected to contain any financial maintenance covenants. The stable outlook assumes that adjusted financial leverage will trend below 5.0x by mid-2018 and well below 5.0x by the end of 2018. The outlook assumes further that Tronox will generate a minimum of $150 million of free cash flow in 2018 and maintain good liquidity in the medium term. Moody's could downgrade the rating with expectations for substantive weakening in the titanium dioxide industry before the company is able to start repaying debt or demonstrate the realization of a meaningful portion of anticipated operating synergies. Given expectations for solid industry conditions over the next several quarters adjusted financial leverage above 5.0x beyond mid-2018 or available liquidity below $250 million could have negative rating implications. Moody's could upgrade the rating with expectations for adjusted financial leverage to remain well below 6.0x during a cyclical trough or if the company reduces balance sheet debt to below $2.5 billion on a sustainable basis. An upgrade would also require comfort that the company will maintain at least $300 million of available liquidity on a through-the-cycle basis and a commitment to deleveraging by the company's next CEO. Tronox Limited (Tronox), with corporate offices in Stamford, CT, is currently the world's sixth largest producer of titanium dioxide (TiO2) and is backward integrated into the production of titanium ore feedstocks. It also produces electrolytic chemicals and byproducts of titanium ore processing (principally zircon). It operates three pigment plants located in Hamilton, Mississippi; Botlek, The Netherlands; and Kwinana, Australia; as well as mines and processing plants in South Africa and Australia. Tronox acquired the Exxaro mineral sands business (predominately titanium ore feedstocks) in a mostly equity-financed transaction in June 2012. Exxaro owned approximately 43% of Tronox as of June 30, 2017. Tronox also acquired FMC Corporation's soda ash business in April 2015 for $1.65 billion in balance sheet cash and raised debt, but divested the business for $1.325 billion in September 2017. Tronox's revenues were $2.3 billion for the twelve months ended June 30, 2017. The principal methodology used in these ratings was Global Chemical Industry Rating Methodology published in December 2013. TRUE RELIGION: Hires Deloitte Tax as Service Provider ----------------------------------------------------- True Religion Apparel, Inc. and its debtor-affiliates seek authorization from the U.S. Bankruptcy Court for the District of Delaware to employ Deloitte Tax LLP as tax services provider, nunc pro tunc to the July 5, 2017 petition date. Under the Tax Restructuring Engagement Letter, and as requested by the Debtors and agreed to by Deloitte Tax, the firm will perform these services: (a) advise the Debtors as they consult with their counsel and financial advisors on the cash tax effects of restructuring and bankruptcy and the post-restructuring tax profile; (b) advise the Debtors regarding the restructuring and bankruptcy emergence process from a tax perspective, including the tax work plan; (c) advise the Debtors on the cancellation of debt income for tax purposes under IRC section 108; (d) advise the Debtors on post-bankruptcy tax attributes available under the applicable tax regulations and the reduction of such attributes based on the Debtors' operating projections; including a technical analysis of the effects of Treasury Regulation Section 1.1502-28 and the interplay with IRC sections 108 and 1017; (e) advise the Debtors on potential effect of the alternative minimum tax in various post-emergence scenarios; (f) assist the Debtors with any needed determinations pertaining to historic IRC section 382 ownership changes, ownership shifts, or potential limitations for pre- emergence events in connection with the Debtors' evaluation of any NOL protective orders; (g) advise the Debtors on the effects of tax rules under IRC sections 382(1)(5) and (1)(6) pertaining to the post- bankruptcy net operating loss carryovers and limitations on their utilization, including the Debtors' ability to qualify for IRC section 382(1)(5); (h) advise the Debtors 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; (i) assist the Debtors with U.S. federal income tax observations in connection with any NOL protective orders recommended or drafted by legal counsel or the Debtors' financial advisors; (j) advise the Debtors in their evaluation and modeling of the effects of liquidation, merging, or converting entities as part of the restructuring, including the effects on federal and state tax attributes and state apportionment; (k) assist the Debtors and their counsel on the anticipated tax work plan for the implementation of any desired/ recommended legal entity realignment or restructuring, including domestic and foreign affiliates; (l) advise the Debtors as to the treatment of post-petition interest for state and federal income tax purposes; (m) advise the Debtors as to the state and federal income tax treatment of prepetition and post-petition reorganization costs including restructuring-related professional fees and other costs, the categorization and analysis of the costs, and the technical positions related thereto; (n) advise the Debtors 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 attribute utilization; (o) advise the Debtors on responding to tax notices and audits from various taxing authorities; (p) assist the Debtors with identifying potential tax refunds and advise the Debtors on procedures for tax refunds from tax authorities; (q) advise the Debtors on income tax return reporting of bankruptcy issues and related matters; (r) advise the Debtors with their efforts to calculate tax basis in the stock in each of their subsidiaries or other entity interests; (s) assist in documenting as appropriate, the tax analysis, development of the Debtors' opinions, recommendations, observations, and correspondence for any proposed restructuring, alternative tax issue, or other tax matter; and (t) advise the Debtors regarding other state or federal income tax questions that may arise in the course of this engagement, as requested by Client, and as may be agreed to by Deloitte Tax. Deloitte Tax has also agreed to provide tax consulting services to the Debtors relating to the Tax Consulting Engagement Letter and the work orders issued thereunder as follows: (a) general tax consulting with respect to federal, foreign, state and local matters as requested and agreed to by Deloitte Tax if the contemplated fees for the services are expected to be less than $20,000; (b) under the Georgia Tax Appeal Work Order, assistance to the Debtors with their appeal of the tax audit assessment of the Georgia Department of Revenue for the tax years of 2012 through 2014; (c) under the EMEA Tax Work Order, assistance to the Debtors with tax matters related to the unwinding of the Swiss business in coordination with the Debtors' debt restructuring; and (d) under the Transfer Pricing Work Order, assistance to the Debtors in reviewing and updating transfer pricing documentation solely for tax purposes related to certain specified intercompany transactions associated with the supply of merchandise by Guru Denim, Inc. and True ReligionBrand Jeans Canada ULC from fiscal year 2013 through 2016. Deloitte Tax will be paid at these hourly rates: Partner/Principal/ Managing Director $791-$875 Senior Manager $707-$742 Manager $595-$637 Senior $497 Staff $399 Deloitte Tax will also be reimbursed for reasonable out-of-pocket expenses incurred. The Debtors paid Deloitte Tax $691,058, including certain retainer amounts, in the 90 days prior to the Petition Date. As of the Petition Date, approximately $138,760 of the retainer remained outstanding. Deloitte Tax's use of the remaining retainer amounts is contingent on the Court's approval of this Application and an applicable fee application. As of the Petition Date, no amounts were outstanding with respect to the invoices issued by Deloitte Tax. Kenneth Gerstel, partner in Deloitte Tax, 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. Deloitte Tax can be reached at: Kenneth Gerstel DELOITTE TAX LLP 655 West Broadway, Suite 700 San Diego, CA 92101-8590 Tel: (619) 232-6500 Fax: (619) 237-6801 About True Religion Apparel Manhattan Beach, California-based True Religion Apparel Inc. designs and markets denim, sportswear and accessories for men, women and children under the "True Religion" brand. Founded by Jeff Lubell in 2002, the Company sells its products through wholesale and retail channels on six continents and through their websites at http://www.truereligon.com/and http://www.last-stitch.com/ As of July 5, 2017, the True Religion Brand Jeans retailer had 140 True Religion and Last Stitch brick-and-mortar stores. The company has been controlled by TowerBrook Capital Partners since its take-private transaction in July 2013. True Religion and four affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 17-11460) on July 5, 2017, after obtaining secured stakeholder support for a restructuring that would reduce debt by over $350 million. True Religion had $243.3 million in assets against $534.7 million of liabilities as of Jan. 28, 2017. The company's legal advisors include Wachtell Lipton Rosen & Katz and Pachulski Stang Ziehl & Jones. Its financial advisor is MAEVA Group, LLC. Prime Clerk LLC is the claims and noticing agent. The Ad Hoc Group of Unaffiliated Prepetition First and Second Lien Lenders -- which signed the RSA -- tapped Akin Gump Strauss Hauer & Feld LLP as counsel and Moelis & Company, LLP, as financial advisor. On July 12, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The Committee retained Cooley LLP, as counsel, Province, Inc., as financial advisor. On July 5, 2017, the Debtors filed a disclosure statement, which explains their joint Chapter 11 plan of reorganization. TRUE RELIGION: Plan Confirmation Hearing Set for Oct. 5 ------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware has scheduled for Oct. 5, 2017, at 9:00 a.m. (EST) a hearing to considered the confirmation of True Religion Apparel Inc., et al. Objections to the plan confirmation must be filed by Sept. 27, 2017, at 4:00 p.m. (EST), which is also the deadline to vote on the Plan. Ballots must be submitted by Sept. 27, 2017, at 4:00 p.m. (EST). As reported by the Troubled Company Reporter on Aug. 30, 2017, the Court approved the Debtors' Disclosure Statement. The Debtor filed on Aug. 24, 2017, a disclosure statement for the Debtors' first amended joint Chapter 11 plan of reorganization (as modified). If the Plan is confirmed, the Debtors will emerge from these Chapter 11 cases with approximately 71% less funded debt. The Debtors' pro forma exit capital structure will consist of (a) New ABL Facility, to be provided by the same lenders that have agreed to provide postpetition, senior secured debtor-in-possession financing to the Debtors during the Chapter 11 cases, (b) up to $114.5 million in aggregate principal amount of Reorganized First Lien Term. Class 5 General Unsecured Claims are impaired by the Plan. Notwithstanding any provisions of the Plan to the contrary the Prepetition Second Lien Claims will be deemed Allowed General Unsecured Claims in an aggregate principal amount of $85 million plus accrued and unpaid interest, fees, expenses and other obligations arising under the Prepetition Second Lien Loan Agreement and the other Prepetition Second Lien Loan Documents. As soon as reasonably practicable after the Effective Date, each holder of an Allowed General Unsecured Claim will receive, in full satisfaction, settlement, discharge and release of, and in exchange for, Allowed General Unsecured Claim its pro rata share of the "Class 5 Default Consideration", consisting of: (1) Reorganized First Lien Term Loans in the aggregate principal amount of $2.5 million under the Reorganized First Lien Term Loan Facility; (2) the number of Exchange Common Shares equal to 6.0% of the maximum number of Exchange Common Shares distributable under the Plan; and (3) Class A Warrants. Only if Class 5 votes to accept the Plan, as soon as reasonably practicable after the Effective Date, each holder of an Allowed General Unsecured Claim, in full satisfaction, settlement, discharge and release of, and in exchange for, Allowed General Unsecured Claims, also will receive the "Class 5 Consensual Plan Consideration", consisting of: (1) its pro rata share of $1 million in cash; (2) its Pro Rata share of additional Reorganized First Lien Term Loans in the aggregate principal amount of $2.0 million under the Reorganized First Lien Term Loan Facility; provided, however, if any Holder of an Allowed General Unsecured Claim is a Class 5 Warrant Electing Holder, the holder will receive the Class 5 Warrants for Debt Treatment with respect to its Class 5 Swapped Debt; and (3) the Class 5 Equity Cash Out Option. If Class 5 votes to accept the Plan, each Eligible Allowed Class 5 Claim Holder will have the right to elect the Class 5 Plan Consideration Cash Out Option. For the avoidance of doubt, (x) any Eligible Allowed Class 5 Claim Holder that elects the Class 5 Plan Consideration Cash Out Option shall not be permitted to exercise the Class 5 Equity Cash Out Option (or if such Holder so elects, the election will be deemed null and void) and (y) the Class 5 Plan Consideration Cash Out Option Funder will not be entitled to elect the Class 5 Equity Cash Out Option on behalf of any Eligible Allowed Class 5 Claim Holder that elects the Class 5 Plan Consideration Cash Out Option. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/deb17-11460-383.pdf About True Religion Apparel Manhattan Beach, California-based True Religion Apparel Inc. designs and markets denim, sportswear and accessories for men, women and children under the "True Religion" brand. Founded by Jeff Lubell in 2002, the Company sells its products through wholesale and retail channels on six continents and through their websites at http://www.truereligon.com/and http://www.last-stitch.com/ As of July 5, 2017, the True Religion Brand Jeans retailer had 140 True Religion and Last Stitch brick-and-mortar stores. The company has been controlled by TowerBrook Capital Partners since its take-private transaction in July 2013. True Religion and four affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 17-11460) on July 5, 2017, after obtaining secured stakeholder support for a restructuring that would reduce debt by over $350 million. True Religion had $243.3 million in assets against $534.7 million of liabilities as of Jan. 28, 2017. The company's legal advisors include Wachtell Lipton Rosen & Katz and Pachulski Stang Ziehl & Jones. Its financial advisor is MAEVA Group, LLC. Prime Clerk LLC is the claims and noticing agent. The Ad Hoc Group of Unaffiliated Prepetition First and Second Lien Lenders -- which signed the RSA -- tapped Akin Gump Strauss Hauer & Feld LLP as counsel and Moelis & Company, LLP, as financial advisor. On July 12, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The Committee retained Cooley LLP, as counsel, Province, Inc., as financial advisor. UNITED CONTINENTAL: Fitch Affirms BB IDR & Sr. Unsecured Rating --------------------------------------------------------------- Fitch Ratings has affirmed the Issuer Default Rating (IDR) for United Continental Holdings, Inc. (UAL) and its airline operating subsidiary, United Airlines, Inc. at 'BB'. The Ratings Outlook is Stable. Fitch has also affirmed the ratings for United's outstanding enhanced equipment trust certificates (EETCs). The ratings affirmation reflects financial performance at United that marginally underperformed Fitch's expectations over the past year, and Fitch's forecast that credit metrics are likely to deteriorate marginally in the short-term before improving beyond 2017. Weaker metrics reflect higher operating costs, fuel expenses, and a soft unit revenue environment. Nevertheless, Fitch's expectations for medium term adjusted leverage metrics in the mid-to-high 3x range, EBITDAR margins sustained around 20%, and prospects for improving free cash flow (FCF) are all supportive of the 'BB' rating. Fitch believes that United's ratings could move higher over the longer term should it improve operating margins compared to peers, demonstrate consistently positive FCF and maintain adjusted debt/EBITDAR in the low 3x range. KEY RATING DRIVERS Weaker Margins in 2017: Fitch expects United's operating margins to be down materially in 2017 as labor and fuel expenses increase amid the lingering soft unit revenue environment. Margin degradation was expected in 2017 after two particularly good years in 2015 and 2016, though actual results may come in slightly below prior expectations. Fitch's current forecasts includes EBIT margins in 2017 that are down more than 500 basis points from the 13.6% that United posted in 2016, though the impact of Hurricane Harvey could lead to a more material decline. Beyond 2017, Fitch expects margins to improve as UAL moves beyond the increases in labor expense that it is experiencing this year and as the company sees the full effects of its basic economy initiative and cost savings efforts. UAL is also building regional connectivity through some of its hubs and re-banking others, which may provide near-term margin benefits. Higher Near-term Debt: Debt financing of aircraft deliveries will push United's total debt and leverage higher at least through 2017. Higher on-balance sheet debt will be partially offset by lower capitalized rent expenses as the company has recently purchased some aircraft off of lease. In total, Fitch expects United to end 2017 with an adjusted debt/EBITDAR ratio just below 4x, up from 3x at the end of 2016. Leverage should trend towards or below 3.5x over the next several years after United moves beyond this year of particularly heavy capital spending. Hurricane Harvey Impact: Houston represents United's second largest hub, meaning that United had greater exposure to the damage caused by Hurricane Harvey than other major airlines. Longer-term impact is uncertain at this time as the extent of the damage is still being assessed, but Fitch does not expect this event to materially affect United's credit profile at this time. Given the size and importance of the Houston economy, Fitch expects business travel to the area to rebound, though potential future growth could be impacted. United estimates that the storm will have a 150 basis point impact on unit revenues in the third quarter. Improving Operational Performance: United's efforts to improve its operational performance are proving effective. Achieving better operational performance has been a key focus of United's new management team over the past one to two years. The company has reported better on-time arrival rates and significantly decreased mishandled bags. Cancellations accounted for 0.58% of mainline flights through the first six months of the year, down from as high as nearly 1.5% in 2014. These improvements represent good strides towards catching up with Delta, which has led the way in operational performance over the past several years. Running a smoother operation can have some cost headwinds in the form of increased block times, but these can be offset by lower costs related to cancelled flights, mishandled bags, and the benefits of more satisfied travellers. Uncertain Unit Revenue Environment: Unit revenues for U.S. air carriers have been persistently weak for more than two years. The environment began to improve in the back half of 2016, but continued heavy competition is keeping a lid on any material unit revenue growth this year. Most carriers are anticipating low single digit growth in the third quarter. United expects PRASM to be down by 3%-5%, lower than its primary competitors as it struggles with the impacts of Hurricane Harvey, heavy competition, and weaker demand in the Pacific region. Fitch's forecast includes flat-to-slightly down unit revenues for full year 2017 though that number is subject to revision based on the impact of Hurricane Harvey and the persistence of the current competitive pricing environment. Beyond 2017, unit revenues should benefit from various initiatives such as changing its revenue management practices and achieving the full potential of its basic economy product. Above Average Capacity Growth: United expects to grow available seat miles (ASMs) by 2.5%-3.5% in 2017 compared to around 1.5% at American and 1% at Delta. Domestic flying will grow the fastest, particularly as United adds frequencies into smaller markets in an effort to increase connectivity at its hubs to attract profitable connecting passengers, and as it continues to upgauge away from small regional jet flying. Fitch does not view the capacity increase as a concern as it represents a rational effort to increase the competitiveness of its hubs. United also reports that much of its new flying is expected to be margin accretive in the near term. FCF to Improve Beyond 2017: Fitch expects United's FCF to turn negative in 2017 to more than $1 billion due to a high level of capital spending along with cash outflows related to usage of airline miles purchased in advance. FCF should improve towards or above $1 billion in 2018 and remain positive thereafter as capital spending declines. United plans to spend between $4.6 billion and $4.8 billion in capex in 2017, and around a billion less than that in 2018. Heavy capital spending this year reflects a large number of widebody aircraft deliveries, higher pre-delivery payments for aircraft, and increased spending on technology infrastructure. KEY RATING DRIVERS FOR EETCs Fitch's senior EETC tranche ratings are primarily based on a top-down analysis of the level of overcollateralization (OC) featured in each transaction. Fitch's stress analysis uses an approach assuming the rejection of the entire pool of aircraft in a severe global aviation downturn. The stress scenario incorporates a full draw on the liquidity facility, an assumed 5% repossession/remarketing cost, and various stresses to the value of the collateral. Based on updated appraisal information incorporated into Fitch's analysis, the level of OC in each of these transactions has decreased slightly over the past year. Each of these transactions continues to pass Fitch's 'A' category stress test, while the UAL 2016-2 and 2016-1 'AA' certificates continue to pass Fitch's 'AA' stress test by a healthy margin. Certain transactions including Continental 2012-2 and United 2013-1 maintain limited headroom within Fitch's 'A' category stress tests as underlying collateral values for the 737-900ER have depreciated by more than Fitch's expectations over the past several years, making those transactions more vulnerable to potential future downgrades. The B and C tranche ratings are notched from the 'BB' IDR of the underlying airline. The B tranches rated at 'BBB' reflect a two notch uplift based on a high affirmation factor (Fitch's judgment on the likelihood that United would affirm the pool of aircraft in a potential bankruptcy) and a one notch uplift for the presence of a liquidity facility. DERIVATION SUMMARY United's 'BB' rating is in between the ratings of its two major network rivals, Delta Air Lines ('BBB-') and American Airlines (BB-). The ratings distinction between the three airlines is reflective of the financial strategies adopted by each airline. For instance, following its merger with Northwest Airlines, Delta aggressively de-leveraged its balance sheet and now maintains a leverage ratio of 2.1x, compared to 3.4x for United. American Airlines on the other hand, has adopted a more aggressive financial policy, borrowing heavily to finance new aircraft deliveries while simultaneously sending material amounts of cash to shareholders via share repurchases. As such, American's debt levels have risen since it exited bankruptcy and it now maintains an adjusted leverage metric of 4.7x. The 'BB' category ratings for both United and American reflect material improvements to financial metrics in the years since the 2008/2009 recession when they were rated 'B' or lower. For instance, UAL posted an EBIT margin of 11.8% for the latest 12 months (LTM) period ended June 30, 2017, up from an average of 5.9% for the period between 2010-2013. JetBlue is rated one notch below United despite having better headline financial metrics (leverage, FCF, operating margins), with the rating differential explained in part by the difference in size and scale of the two carriers. KEY ASSUMPTIONS Fitch's key assumptions within its ratings case for the issuer include: -- Capacity growth of 3% in 2017 followed by low single digit annual capacity growth thereafter; -- Continued moderate economic growth for the U.S. over the near term, translating to stable demand for air travel; -- Jet fuel prices equating to around $55/barrel on average for 2017, increasing to around $65/barrel by 2020; -- Moderately declining RASM in 2017 followed by modest annual growth thereafter. RATING SENSITIVITIES Future Developments That May, Individually or Collectively, Lead to Positive Rating Action -- Adjusted debt/EBITDAR sustained around 3.0x; -- Funds from operations (FFO) fixed charge sustained above 3.5x; -- FCF as a percentage of revenue sustained in the mid-single digits; -- Continued improvements in United's operational performance; -- Evidence of improving unit revenues. Future Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Adjusted debt/EBITDAR sustained above 4x; -- EBITDAR margins deteriorating into the low double digit range; -- Persistently negative or negligible FCF. LIQUIDITY Sufficient Liquidity: As of June 30, 2017, United maintained approximately $6.7 billion in total liquidity including full availability under its $2 billion revolver. Liquidity as a percentage of LTM revenue was 17.8%, which is considered adequate for the ratings particularly given Fitch's expectations that UAL will generate significant cash flow from operations over the next several years. Expected cash flow from operations along with the ability to finance a significant portion of airline capital expenditures should provide United with sufficient liquidity to cover near-term needs, including upcoming debt maturities. The company also maintains a sizeable and growing base of unencumbered assets that can be tapped to raise funds if needed in the case of a downturn. Maturities of long-term debt and capital leases total roughly $448 million for the rest of 2017, $1.6 billion in 2018 and $1.1 billion in 2019. Fitch considers United's debt maturities to be manageable given its current liquidity balance, expectations for the company to turn FCF positive in 2018 and the flexibility afforded by the company's share repurchase program. FULL LIST OF RATING ACTIONS Fitch has affirmed the following ratings: United Continental Holdings, Inc. -- IDR at 'BB' -- Senior unsecured rating at 'BB/RR4'. United Airlines, Inc. -- IDR at 'BB' -- Secured bank credit facility at 'BB+/RR1'. United Airlines Pass Through Trust Series 2016-2 -- Class AA Certificates at 'AA'; -- Class A Certificates at 'A'. United Airlines Pass Through Trust Series 2016-1 -- Class AA Certificates at 'AA'; -- Class A Certificates at 'A'. United Airlines Pass Through Trust Series 2014-2 -- Class A Certificates at 'A'; -- Class B Certificates at 'BBB'. United Airlines Pass Through Trust Series 2014-1 -- Class A Certificates at 'A'; -- Class B Certificates at 'BBB'. United Airlines Pass Through Trust Series 2013-1 -- Class A Certificates at 'A'; -- Class B Certificates at 'BBB'. Continental Airlines Pass Through Trust Series 2012-2 -- Class A Certificates at 'A'; -- Class B Certificates at 'BBB'. Continental Airlines Pass Through Trust Series 2012-3 -- Class C Certificates at 'BB+'. UNITED RENTALS: Moody's Assigns Ba3 New Sr. Unsecured Debt Rating ----------------------------------------------------------------- Moody's Investors Service assigned a Ba3 rating to United Rentals (North America), Inc.'s new senior unsecured debt and affirmed all other ratings including, the Corporate Family Rating (CFR) at Ba2, the senior secured at Ba1, the senior unsecured at Ba3, and the SGL-2 Speculative Grade Liquidity Rating. Proceeds from the new senior unsecured debt will be used to finance the acquisition of Neff Corporation (Neff Rental LLC "Neff", B2 stable). The ratings outlook is stable. RATINGS RATIONALE URNA's ratings reflect the expectation that the company will delever meaningfully, with debt reduction from free cash flow so that debt to EBITDA improves towards the mid 2.0 times level by end of 2018. Pro forma for the acquisition of Neff, URNA's debt to EBITDA is expected to be around 3.3 times, higher than Moody's expected. Moody's expects cash flow available to reduce debt of about $1 billion through the next year, from a combination of operations and proceeds from used equipment sales. Moody's believes the Neff acquisition will improve United Rentals' fleet mix and rental opportunities. Over half of Neff's $419 million of expected 2017 revenue is earthmoving equipment, and the rental of that equipment early in the construction process would position United Rentals to rent other equipment after the initial earthmoving phase. The Neff acquisition enhances scale, as URNA was already the largest equipment rental company in North America, and likely to support the already good margins, with an EBIT margin of about 26.5% for the last twelve months ended June 2017. URNA also benefits from a national footprint which helps protect the company's overall credit quality in the event of a regional downturn, and acquiring Neff would strengthen United Rentals' footprint in the southeastern U.S. The very large fleet size and diversified equipment mix provide the opportunity to better serve large customers, procure equipment competitively, and sell used equipment at higher prices reflecting the company's equipment maintenance program. The Ba3 rating reflects the new notes' pari passu status with the existing unsecured debt of URNA, effectively subordinated by the ABL facility and the senior secured bond. The SGL-2 Speculative Grade Liquidity Rating reflects the company's good liquidity profile supported by the expectation of good free cash flow generation ($1.0 billion generated during the LTM ended June 30, 2017, which includes the proceeds of equipment sales), and about $338 million cash balances as of June 30, 2017. After funding the Neff acquisition, Moody's expects about $800 million to be available under the $2.5 billion ABL facility. The ratings could be upgraded if the company commits to further de-leverage from its current leverage targets (2.5x-3.5x) and executes--specifically, debt to EBITDA anticipated to remain below 2.0 times and EBITDA to interest trending to be above 7.0 times on a sustainable basis (all numbers on a Moody's adjusted basis). United Rentals' anticipated allocation of free cash flow will be an important consideration in a rating upgrade given history of share repurchases and debt-funded acquisitions. The ratings could be downgraded if debt to EBITDA were expected to be above 3.0 times into 2019, EBITDA to interest to decrease toward 4.0 times, and/or the company's liquidity profile to weaken. Ratings could also be downgraded if sales and margins contracted resulting in a lower return on its fleet. Increased shareholder friendly actions or a debt-financed acquisition that resulted in higher leverage could also pressure the rating. Moody's notes that the company's secured notes could be downgraded if total secured debt becomes a larger percentage of total debt. The Neff acquisition is anticipated to close by year end. Upon closing of the acquisition, Neff's ratings will be withdrawn. The following summarizes rating action: Moody's assigned the following rating: Issuer: United Rentals (North America), Inc. Proposed Gtd Senior Unsecured Regular Bond/Debenture, Ba3 (LGD4). Moody's affirmed the following ratings: Issuer: United Rentals (North America), Inc. Corporate Family Rating, Ba2; Probability of Default Rating, Ba2-PD; Speculative Grade Liquidity Rating, SGL-2; Senior Secured Regular Bond/Debenture due Jul 15, 2023, Ba1 (LGD2, from LGD3); Senior Unsecured Regular Bond/Debenture due Nov 15, 2024, Ba3 (LGD4, from LGD5); Senior Unsecured Regular Bond/Debenture due Jul 15, 2025, Ba3 (LGD4, from LGD5); Senior Unsecured Regular Bond/Debenture due Sept 15, 2026, Ba3 (LGD4, from LGD5); Senior Unsecured Regular Bond/Debenture due May 15, 2027, Ba3 (LGD4, from LGD5); Senior Unsecured Regular Bond/Debenture due Jan 15, 2028, Ba3 (LGD4, from LGD5); Backed Senior Unsecured Shelf, (P)Ba3; Backed Senior Subordinated Shelf, (P)B1. Issuer: UR Financing Escrow Corporation Senior Unsecured Regular Bond/Debenture due Apr 15, 2022, Ba3 (LGD4, from LGD5). Outlook actions: Issuer: United Rentals (North America), Inc. The ratings outlook is stable. The principal methodology used in these ratings was Equipment and Transportation Rental Industry published in April 2017. United Rentals, headquartered in Stamford, CT, is an equipment rental company with a fleet of approximately 430,000 units and about 960 rental locations across the US and Canada. The company operates in two business segments. Its General Rentals segment provides construction, industrial and homeowner equipment; its Trench Safety, Power & HVAC, and Pump Solutions segment provides equipment for underground construction, temporary power, climate control and disaster recovery, and pumps largely for the oil and gas sector. While the primary source of revenue is from renting equipment, the company also sells equipment and related parts and services. Pro forma for the acquisition of Neff, revenues generated during the LTM ended June 30, 2017 were estimated at about $6.4 billion. UNITED RENTALS: S&P Assigns 'BB-' Rating on $1.5BB Unsecured Notes ------------------------------------------------------------------ S&P Global Ratings assigned its 'BB-' issue-level ratings and '4' recovery ratings to United Rentals (North America) Inc.'s (URNA's) proposed $750 million senior unsecured notes due 2025 and proposed $750 million senior unsecured notes due 2028. The '4' recovery rating indicates our expectation for average (30%-50%, rounded estimate 35%) recovery in the event of a payment default. URNA is a subsidiary of United Rentals Inc. (URI). URI is the guarantor of the notes. S&P said, "At the same time, we affirmed our issue-level and recovery ratings on the company's existing debt. Our corporate credit ratings and positive outlooks on URNA and URI remain unchanged." The company plans to use the proceeds from this issuance to fund its acquisition of Neff Corp., repay borrowings under its asset-based lending (ABL) facility, and pay fees and expenses. The notes are conditional to the closing of the Neff acquisition and will be redeemed if the acquisition transaction is not consummated. RECOVERY ANALYSIS United Rentals Inc. operates in the competitive and cyclical construction equipment rental market. Our simulated default scenario contemplates an unexpected and drastic downturn in nonresidential construction that severely strains the company's equipment usage, rental rates, revenue, and cash flow. S&P said, "Although we believe URI would likely reorganize after a default, we use a discrete asset value (DAV) approach to analyze recovery prospects for general equipment rental providers. We believe this method provides a conservative estimate of the likely value available to creditors; however, realization rates could be lower than we assume if a large quantity of equipment floods the market. "Our DAV approach starts with URI's net book values as of June 30, 2017. We assume balance sheet accounts are partially diluted to reflect the assumed loss of appraised value through additional depreciation or expected contraction in working capital assets in the period leading up to the hypothetical default. We then apply realization rates to the assets, reflecting the friction of selling or the discounts potential buyers or restructurers would apply in distressed circumstances. We assume realization rates of 75% for rental equipment, 80% for unsold accounts receivable (we exclude the assets and liabilities related to URI's accounts receivable special purpose entity), 65% for inventory, and 40% for other property and nonrental equipment." Simulated default assumptions -- Simulated year of default: 2021 -- ABL draw: 70%, in line with expected levels after the close of the transaction Simplified waterfall -- Net enterprise value: $5.161 billion -- Collateral/noncollateral valuation split: 90%/10% -- Collateral value available to secured creditors: $4.613 billion -- ABL estimate (70% utilization): $1.734 billion -- Collateral value available to secured noteholders: $2.879 billion -- Secured second-lien notes: $1.023 billion --Recovery expectations: 90%-100% (rounded estimate: 95%) -- Total value available to unsecured claims: $2.404 billion -- Senior unsecured debt and pari passu claims: $6.471 billion --Recovery expectations: 30%-50% (rounded estimate: 35%) Note: All debt amounts above include six months of prepetition interest. Our recovery analysis excludes assets and liabilities associated with URI's $675 million accounts receivable securitization facility, which are at a nonrecourse bankruptcy-remote subsidiary. RATINGS LIST United Rentals (North America) Inc. Corporate credit rating BB-/Positive/-- Ratings Assigned United Rentals (North America) Inc. Senior unsecured $750 mil. notes due 2025 BB- Recovery rating 4(35%) $750 mil. notes due 2028 BB- Recovery rating 4(35%) VANTIV LLC: Moody's Affirms Ba2 CFR & Sr. Credit Facility Rating ---------------------------------------------------------------- Moody's Investors Service affirmed Vantiv, LLC's corporate family rating ("CFR") and senior secured credit facilities ratings at Ba2 and upgraded the probability of default rating ("PDR") to Ba2-PD from Ba3-PD. In addition, Moody's assigned a Ba2 rating to the incremental senior secured term loans. The rating outlook is stable. The net proceeds from the proposed secured term loans will be used to help fund Vantiv's proposed acquisition of Worldpay Group plc ("Worldpay") for about $12 billion in enterprise value. Post-acquisition, the credit facilities will be secured on a first lien basis by substantially all tangible and intangible assets of Vantiv's domestic subsidiaries. Vantiv also plans to issue senior unsecured notes totaling $1.13 billion later this year. Upon closing of the transaction, which is expected to occur in the first quarter of 2018, Moody's expects that Worldpay's senior unsecured notes due 2022 will likely be affirmed at Ba2, given its priority position in the capital structure relative to the Worldpay assets. RATINGS RATIONALE While Vantiv's adjusted debt to EBITDA will initially be high for the Ba2 CFR rating category at over 5x times without reflecting any synergies upon acquisition close, Moody's expects leverage to improve to 4 times by the end of 2019. This is consistent with management's public commitment to reduce reported leverage to 4.0x debt to EBITDA leverage ratio over 12-18 months following the close as well as the company's prior track record of reducing leverage through a combination of debt repayment and accelerated profit growth. The de-leveraging will be supported by the substantial free cash flow of the combined entity which should exceed $800 million on an annual basis. In addition, Moody's expects that Vantiv will generate high-single digit adjusted annual profit growth aided by about $200 million of projected run-rate cost synergies, which are expected to be realized over a 3 year period after the close of the acquisition. The Ba2 CFR considers Vantiv's significant size in its markets, which will be bolstered by the acquisition of Worldpay, and strong position as both a merchant acquirer and a card issuing processor for financial institutions. The transaction will bring significant strategic benefits as it strengthens Vantiv's business profile by providing enhanced scale and international diversity. The acquisition of Worldpay will add a large and rapidly growing e-commerce business and will reduce Vantiv's reliance on its traditional card-processing business at large US retailers. The stable outlook reflects Moody's expectation that Vantiv will generate at least mid-single digit organic annual revenue growth and free cash flow of more than $600 million over the next year on a standalone basis. Operating performance will likely be buoyed by a modestly growing U.S. economy, an expanding sales network and merchant base, and the rapid growth of integrated payment solutions. The ratings could be upgraded if Vantiv increases market share through organic revenue growth without pressuring operating margins and Moody's expects debt to EBITDA to be sustained in the low 3x range. The ratings could be downgraded if Moody's expects declines in revenue and profits, increased customer churn, poor execution, or heightened competition. In addition, negative rating pressure could arise if it becomes apparent that Vantiv's financial leverage will remain in excess of 4.5x on Moody's basis beyond 18 months after the close of the Worldpay acquisition. Ratings upgraded: Issuer: Vantiv, LLC -- Probability of Default Rating, Ba2-PD from Ba3-PD Ratings assigned: Issuer: Vantiv, LLC -- Senior Secured Bank Credit Facilities, Ba2 (LGD3) Ratings affirmed: Issuer: Vantiv, LLC -- Corporate Family Rating, Ba2 -- Senior Secured Bank Credit Facilities, Ba2 (LGD3) -- Speculative Grade Liquidity, SGL-1 The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Vantiv, with projected annual net revenues of over $3.5 billion (pro forma for the acquisition of Worldpay), is a payment solutions provider servicing financial institutions' and retailers' credit card, debit card, merchant and private label programs. VELLANO CORP: U.S. Trustee Forms 3-Member Committee --------------------------------------------------- William K. Harrington, the United States Trustee for Region 2, on Sept. 7 appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of The Vellano Corp. The committee members are: (1) McWane, Inc. Attn: Bernie Kenney, Credit Manager 2266 S. 6th Street Cashocton, OH 43812 Tel: (800) 800-6013 (740) 291-1014 E-mail: bernie.kenney@mcwaneductile.com (2) Lane Enterprises, Inc. Attn: Michael J. McCauley 3905 Hartzdale Drive, Suite 514 Camp Hill, PA 17011 Vice President-Corporate Strategy Tel: (717) 761-8175 Fax: (717) 761-5055 E-mail: mmccauley@lane-enterprises.com (3) National Pipe & Plastics, Inc. Attn: Shelley M. Suer, CFO 3421 Old Vestal Road Vestal, NY 13850 Tel: (607) 729-9381 Fax: (607) 729-9380 E-mail: ssuer@nationalpipe.com Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About The Vellano The Vellano Corporation -- http://www.vellano.com/-- is a veteran-owned business in the water and waste industry. It provides water services, sewer services and industrial supplies. The Debtor has 14 branch locations in six states: New York, Massachusetts, New Hampshire, Rhode Island, Alabama and Georgia. It employs more than 100 people. The Vellano Corporation sought Chapter 11 protection (Bankr. N.D.N.Y. Case No. 17-11348) on July 21, 2017, disclosing total assets at $5.81 million and total liabilities at $15.65 million. The petition was signed by Paul Vellano, as authorized representative. The Debtor tapped Richard H. Weiskopf, Esq., at The De Lorenzo Law Firm as counsel. WABASH NATIONAL: Moody's Rates New $325MM Sr. Unsecured Notes B1 ---------------------------------------------------------------- Moody's Investors Service assigned a B1 rating to Wabash National Corporation's (Wabash) new $325 million senior unsecured notes. Concurrently, Moody's upgraded the senior secured term loan to Ba2 from B1. This rating action follows the company's recent announcement that it would acquire Supreme Industries, Inc. (Supreme), primarily with unsecured debt. Moody's also affirmed the Ba3 Corporate Family Rating (CFR) and Ba3-PD Probability of Default Rating (PDR). Additionally, the SGL-1 speculative grade liquidity rating was affirmed. The ratings outlook remains stable. The transaction is expected to close in the fourth quarter of 2017, subject to customary regulatory approvals. RATINGS RATIONALE The ratings take into account the material increase in Wabash's financial leverage (debt/EBITDA) as a result of the debt-financed acquisition and anticipate the company will de-lever quickly, consistent with its history. Leverage is expected to approach 2.7x pro forma from 1.2x (after Moody's standard adjustments), within the range anticipated for a large acquisition. Nonetheless, the transaction has occurred amidst moderating trailer demand, which is expected to continue, and rising input costs as well as an active pace of share buybacks and dividends. Severe industry cyclicality remains the principal risk faced by the company. As well, the Commercial Trailer Products segment continues to represent the majority of revenues (about 70% pro forma) and its low margins do not provide much cushion in the event of a sudden declines in demand. Thus, Moody's believes that maintaining a conservative balance sheet, including the use of free cash flow to repay debt, along with significant available liquidity, would strengthen Wabash's ability to contend with the severe down cycles in the demand for trailers. Wabash is a leader in truck trailer manufacturing, yet the acquisition of Supreme continues the company's focus on diversifying from its core of highly cyclical heavy duty trailers (mainly Class 8) into somewhat less cyclical truck bodies for the light-to-medium (Classes 2-5) trailer market. Moody's anticipates that ongoing productivity and cost saving initiatives, coupled with potential synergies from the integration of Supreme, will continue to support the company's margins and robust (albeit lower) free cash flow generation over the next year. This should help offset the moderation in trailer demand, rising commodity costs and pricing pressures. The upgrade of the senior secured debt to Ba2 reflects its improved recovery prospects due to the issuance of what will be a preponderance of unsecured debt. The senior unsecured debt is rated B1, one notch below the CFR. Moody's anticipates the company's convertible subordinated notes will be repaid at or prior to their maturity in May 2018, and that repayment will not affect the ratings on the secured or unsecured debt. The SGL-1 Speculative Grade Liquidity Rating reflects Moody's expectation of very good liquidity over the next year. This is supported by sizeable cash balances, an undrawn $175 million revolving credit facility due 2020 and expectation of free cash flow of at least $100 million. Moody's took the following actions: Issuer: Wabash National Corporation Corporate Family Rating, affirmed at Ba3; Probability of default, affirmed at Ba3-PD; Senior unsecured notes, assigned a rating of B1 (LGD5); Senior secured bank credit facility, upgraded to Ba2 (LGD3) from B1 (LGD5), previously on review for upgrade; Speculative Grade Liquidity rating, affirmed at SGL-1. Outlook, remains stable. The stable outlook reflects our expectation that demand for new trailers, while moderating, will remain supportive over the next year, with efficiency gains and Supreme's revenue growth and profitability helping to offset the impact of Wabash's standalone top-line declines. The stabilization in the energy markets should also support a modest upward inflection in demand for the company's tank trailers. Further, the stable outlook anticipates that the company will maintain a financial policy and capital structure supportive of the Ba3 rating profile. A ratings upgrade could follow if Wabash executes its diversification strategy successfully following the Supreme acquisition and de-levers quickly, such that debt to EBITDA improves to below 2.0x on a sustained basis and retained cash flow to debt is above 20%, in combination with a business profile that is able to withstand severe cyclical downturns in trailer demand. The ratings could be downgraded if demand expectations for trailers weaken materially, such that Moody's expects adjusted operating margins to decline below the high single digits. Downward ratings pressure could also develop if such market conditions occur when the company has deteriorating liquidity, including negative free cash flow or a reliance on revolver borrowings to fund internal cash needs, and/or near-term debt maturities. Inability of Supreme's revenue growth to more than offset Wabash's core top-line declines or debt-to-EBITDA that is expected to increase to 3.0 times or more on a sustained basis could drive downwards rating pressure. Shareholder-friendly actions that compromise creditor interests would also drive downward ratings momentum. The principal methodology used in these ratings was Global Manufacturing Companies published in June 2017. Wabash National Corporation, based in Lafayette, Indiana, is a leading designer and manufacturer of truck and tank trailers as well as related transportation equipment. Supreme Industries, Inc. is a manufacturer of truck bodies. Revenues were approximately $2 billion pro forma as of the last twelve month period ended June 2017. WABASH NATIONAL: S&P Rates New $325MM Senior Unsecured Notes 'B+' ----------------------------------------------------------------- S&P Global Ratings assigned its 'B+' issue-level rating and '6' recovery rating to Wabash National Corp.'s proposed $325 million senior unsecured notes due 2025. The '6' recovery rating indicates S&P's expectation for negligible (0%-10%; rounded estimate: 0%) recovery in the event of a payment default. S&P said, "At the same time, we affirmed our 'BB+' issue-level rating on Wabash's existing senior secured term loan due 2022. The '2' recovery rating remains unchanged, indicating our expectation for substantial (70%-90%; rounded estimate: 75%) recovery in a payment default scenario." The company anticipates that it will use the proceeds from the proposed notes, along with cash, to finance the acquisition of Supreme Industries Inc. S&P said, "Our corporate credit rating on Wabash remains unchanged, as we view the proposed acquisition as in line with the strategic growth and diversification initiatives that Wabash has implemented over the past few years, which continue to reduce the company's dependency on the demand for dry vans. We believe that Supreme Industries' leading presence in truck body manufacturing will provide Wabash with the opportunity to further expand its scale and service offerings; however, our overall view of the company's business risk remains unchanged. "Pro forma for the proposed acquisition, we continue to expect that Wabash will maintain appropriate credit metrics for the current rating, including a free operating cash flow-to-debt ratio of at least 15% and a debt-to-EBITDA metric of less than 3x over the next 12 months." RECOVERY ANALYSIS Key analytical factors S&P said, "We estimate that, for the company to default, its EBITDA would need to decline significantly, such as through a deep cyclical downturn from the current state of its business. We also assume a cyclical rebound following the company's default to arrive at our emergence EBITDA." Simulated default assumptions -- Simulated year of default: 2022 -- EBITDA at emergence: $51 million -- EBITDA multiple: 5x Simplified waterfall -- Net enterprise value (after 5% admin. costs): $242 million -- Valuation split in % (obligors/nonobligors): 100%/0% -- Priority claims: $102 million -- Collateral value available to first-lien debt: $141 million -- First-lien debt: $185 million —Recovery expectations: 70%-90%; rounded estimate: 75% -- Collateral value available to unsecured claims: $0 million -- Senior unsecured debt: $334 million —Recovery expectations: 0%-10%; rounded estimate: 0% Ratings List Wabash National Corp. Corporate Credit Rating BB/Stable/-- Ratings Affirmed; Recovery Revised To From Wabash National Corp. Senior Secured BB+ BB+ Recovery Rating 2(75%) 2(70%) New Rating Wabash National Corp. Senior Unsecured $325 mil notes due 2025 B+ Recovery Rating 6(0%) WEST VIRGINIA HIGH: Dec. 11 Plan Confirmation Hearing ----------------------------------------------------- Judge Patrick M. Flatley of the U.S. Bankruptcy Court for the Northern District of West Virginia conditionally approved West Virginia High Technology Consortium Foundation and HT Foundation Holdings, Inc.'s amended disclosure statement explaining its amended plan of reorganization. Oct. 14, 2017, is fixed as the last day for filing acceptances or rejections of the Chapter 11 Plan. Oct. 14, 2017, is also fixed as the last day for filing and serving initial written objections to confirmation of the Chapter 11 Plan. Dec. 4, 2017, is fixed as the last day for filing supplemental written objections to confirmation following the conclusion of discovery. A hearing will be held on Dec. 11, 2017, at 10:00 a.m., in the L. Edward Friend II Bankruptcy Courtroom, located on the third floor of the U.S. Courthouse, 1125 Chapline Street, Wheeling, West Virginia, to consider and act upon confirmation of the Chapter 11 Plan and any objection thereto. About West Virginia High West Virginia High Technology Consortium Foundation and HT Foundation Holdings, Inc. filed chapter 11 petitions (Bankr. N.D. W.Va. Lead Case No. 16-00806) on Aug. 4, 2016. The petitions were signed by James L. Estep, president and CEO. In their petitions, the Debtors estimated $10 million to $50 million in both assets and liabilities. Judge Patrick M. Flatley presides over the cases. David B. Salzman, Esq., at Campbell & Levine, LLC serves as bankruptcy counsel. The Debtors employed Rolston & Company as real estate appraiser; Easter Valley, LLC as real estate broker; and Arnett Carbis Toothman, LLP as accountants. On December 2, 2016, the Debtors filed their Chapter 11 plan of reorganization and disclosure statement. WESTERN STATES: Itria to Retain $10K Payment From Collateral Funds ------------------------------------------------------------------ Western States, Inc., filed with the U.S. Bankruptcy Court for the District of Wyoming a first amended disclosure statement dated Aug. 21, 2017. Itria Ventures, LLC, will retain the payment of $10,000 from cash collateral funds. That amount reflects the value of the funds subject to their lien on the petition filing date. This Class Three Claim is impaired. The balance of the unsecured claim will be paid under Class Four. Itria filed a disclosure statement objection. In its objection, Itria contends that it has a first lien positon over AVANA and the SBA. The Debtor contends that Itria has a third lien position behind AVANA CAPITAL, L.L.C. and AVANA FUND I LLC and the SBA, and that the lien priority may be determined at the confirmation hearing or alternatively Itria may file adversary proceeding to establish its priority over the SBA and AVANA within 30 days from the effective date. The Debtor owes its Class Four Unsecured Creditors approximately $500,000 plus the unsecured deficiency claims to the SBA and Itria Ventures. The claims bar date is May 31, 2017. The unsecured creditors will be paid $240,000 over a period of 60 months. The monthly payment will be $4,000. The unsecured creditors will be paid on a quarterly basis. The first payment will be due on the first of the following dates that falls 30 days after the effective date-Jan. 2, April 1, July 1, and Oct. 1. This class is impaired. The funds necessary for the plan payments will be made from the sale of the property or the ongoing operation of the hotel. Receiver CRU Real Estate Group will continue to operate the motel for a period of 60 days after the effective date of the Plan. The Debtor may retain CRU beyond that 60 day time period at its discretion. A copy of the First Amended Disclosure Statement is available at: http://bankrupt.com/misc/wyb17-20041-228.pdf As reported by the Troubled Company Reporter on June 7, 2017, the Debtor filed a Chapter 11 plan of reorganization that will set aside $240,000 to pay its unsecured creditors. Under that the proposed plan, creditors holding Class 4 unsecured claims would be paid $240,000 over a period of 60 months. About Western States Western States, Inc., operates the Ramada Plaza Casper Motel & Conference Center located in Casper, Wyoming. Its shareholders are Satwant Singh Sran and Daljeet Mann who own 70% and 30% of the shares, respectively. The Debtor filed a Chapter 11 petition (Bankr. D. Wyo. Case No. 17-20041) on Jan. 25, 2017. The petition was signed by Daljeet S. Mann, general manager and shareholder. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. Judge Cathleen D. Parker presides over the case. The Debtor is represented by Paul Hunter, Esq., in Cheyenne, Wyoming. The U.S. Trustee has not appointed a trustee, an examiner or an unsecured creditors' committee in the case. WILLIAMSON & WILLIAMSON: Oct. 26 Hearing on Disclosure Statement ---------------------------------------------------------------- Judge Neil P. Olack of the U.S. Bankruptcy Court for the Northern District of Mississippi will convene a hearing on Oct. 26, 2017, at 11:00 a.m. to consider and act upon the disclosure statement filed by Williamson & Williamson Farms Partnership. Objections to the disclosure statement must be filed on or Oct. 4, 2017. About Williamson & Williamson Farms Williamson & Williamson Farms Partnership sought Chapter 11 protection (Bankr. N.D. Miss. Case No. 16-10671) on Feb. 26, 2016. The petition was signed by Ricky D. Williamson, partner. The Debtor estimated assets at $2.59 million and liabilities at $2.10 million. Judge Neil P. Olack is assigned to the case. The Debtor tapped Jeffrey A. Levingston, Esq., at Levingston & Levingston, PA, as counsel. WYNIT DISTRIBUTION: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor affiliates that filed separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- WYNIT Distribution LLC 17-42726 700 W 76th Street Suite 116 Eden Prairie, MN 55344 WD Navarre Distribution LLC 17-42728 700 W 76th Street Suite 116 Eden Prairie, MN 55344 WD Navarre Holdings LLC 17-32864 WD Navarre Digital Services LLC 17-32865 WD Encore Software LLC 17-42729 WYNIT Holdings Inc 17-32866 WD Navarre Canada ULC 17-32867 Type of Business: WYNIT Distribution, LLC is an international distributor of products from the top brands in the consumer electronics, photo, wide format printing, security and outdoor leisure and adventure industries. With headquarters in Greenville, SC, the Company serves a wide range of customers ranging from large national retailers to independent resellers through dedicated business units and strategically located distribution facilities in the U.S. and Canada. Founded in 1987 WYNIT Distribution, LLC's mission is to improve the competitive position of its customers and suppliers. For more information, call WYNIT at 1-800-GO- WYNIT or visit wynit.com. Chapter 11 Petition Date: September 8, 2017 Court: United States Bankruptcy Court District of Minnesota (Minneapolis) Judge: Hon. Kathleen H Sanberg Debtors' Counsel: Robert T. Kugler, Esq. STINSON LEONARD STREET LLP 150 South Fifth Street, Suite 2300 Minneapolis, MN 55402 Tel: 612-335-1645 E-mail: robert.kugler@stinson.com WYNIT's estimated assets: $100 million to $500 million WYNIT's estimated debt: $100 million to $500 million WD Navarre's estimated assets: $100 million to $500 million WD Navarre's estimated debt: $100 million to $500 million The petitions were signed by Pete Richichi, chief operating officer. Full-text copies of the petitions are available for free at: http://bankrupt.com/misc/mnb17-42726.pdf http://bankrupt.com/misc/mnb17-42728.pdf WYNIT Distribution LLC's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Amazon Fulfillment Services Trade Creditor $1,704,571 410 Terry Avenue North Seattle, WA 98108-1226 Asian Express Holdings, Ltd. Trade Creditor $2,927,535 8619 Wall Street, Suite 400 Austin, TX 78754 Canon USA, Inc. Trade Creditor $6,424,325 One Canon Plaza New Hyde Park, NY 11042-1198 Daymen Asia Limited Trade Creditor $12,862,091 1435 North McDowell Petaluma, CA 94954 Evollve, Inc. Trade Creditor $1,383,184 129 W Torrance Blvd Redondo Beach, CA 90277 Fitbit Inc. Trade Creditor $31,524,143 405 Howard Street Suite 550 San Francisco, CA 94105 Harman Technology Limited Trade Creditor $1,822,713 Town Lane, Mobberly Knutsford, Cheshire WA16 7JL, England Hid Fargo Trade Creditor $1,344,556 6533 Flying Cloud Drive Eden Prairie, MN 55344 HID Global Corporation Trade Creditor $1,741,958 15370 Barranca Parkway 92618 Lifeprint Products Inc. Trade Creditor $2,061,516 5216 Breese CIR 95762 McAfee, LLC Trade Creditor $3,480,045 2821 Mission Colleged Blvd. Santa Clara, CA 95054 Nuance Communications, Inc. Trade Creditor $3,097,706 One Wayside Road Burlington, MA 01803 Orbotix Inc. Trade Creditor $2,423,359 4772 Walnut Street, Suite 206 Boulder, CO 80301 Quicken Inc. Trade Creditor $1,488,863 180 Jefferson Drive 94025 Square Inc. Trade Creditor $1,578,736 901 Mission Street San Francisco, CA 94103 Symantec Corporation Trade Creditor $9,301,216 20330 Stevens Creek Boulevards Cupertino, CA 95014 SZ DJI Technology Co Ltd. Trade Creditor $9,927,353 Bijdorp-Oost 6 2992LA Barendrecht The Netherlands Wacom Technology Corporation Trade Creditor $2,044,711 1311 SE Cardinal Court Vancouver, WA 98683 Western Digital Technologies Trade Creditor $2,363,462 20511 Lake Forest Drive Lake Forest, CA 92630 Yuneec USA Inc. Trade Creditor $7,163,459 5555 Ontario Mills Parkway Ontario, CA 91764 YULONG ECO-MATERIALS: KSP Group Inc. Casts Going Concern Doubt -------------------------------------------------------------- Yulong Eco-Materials Ltd. filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K, disclosing a net loss of $53.19 million on $42.64 million of total revenues for the fiscal year ended June 30, 2016, compared with a net income of $8.68 million on $46.23 million of total revenues in 2015. KSP Group, Inc., states that the Company has suffered significant losses from operations, has a working capital deficiency, and insufficient cash to meet its short-term obligations. These factors raise substantial doubt about the Company's ability to continue as a going concern. The Company's balance sheet at June 30, 2016, showed $36.44 million in total assets, $25.18 million in total liabilities, and a total equity of $11.26 million. A copy of the Form 10-K is available at: https://is.gd/BziX6b About Yulong Eco-Materials Ltd. Yulong Eco-Materials Ltd. is incorporated in Cayman Island and is located in Pingdingshan City, Henan Province, China. Yulong is the leading producer of eco-friendly fly-ash bricks and concrete in Pingdingshan. The Company has a market share of 51% in the brick market and 30% in the concrete market in Pingdingshan in both fiscal year 2014 and 2013. The Company currently owns its assets and conducts its operations through its subsidiary, Zhengzhou Xing De Enterprise Management & Consulting Co., Ltd. [*] Saul Ewing And Arnstein & Lehr Merge to Create New Firm ----------------------------------------------------------- Saul Ewing LLP and Arnstein & Lehr LLP merged effective Sept. 1, 2017. Now known as Saul Ewing Arnstein & Lehr, the combination creates a firm with 400-plus attorneys with expanded capabilities, greater depth in key practice areas and a continued focus on core industries including energy, higher education, insurance and life sciences. Its 15 offices stretch down the East Coast from Boston to Miami and extend into the Midwest by way of Chicago. A client-centric commitment to excellence will continue to be the core operating principle of Saul Ewing Arnstein & Lehr. Barry F. Levin, who will serve as the combined firm's managing partner, said, "For many years, Saul Ewing looked for the right growth opportunity that would build on our special culture and passion for putting clients first. We immediately found that same client commitment with Arnstein & Lehr. Our success will continue to be built on knowing our clients' businesses, understanding their industries and delivering our services effectively and efficiently." "Our combined experience, depth of talent, and commitment to serve our clients as our No. 1 priority have come together to form an even more energized, ambitious and results-driven firm. We are dedicated to being one of America's great law firms," said Jeffrey B. Shapiro, the former managing partner of Arnstein & Lehr who will continue to lead the firm's Miami office and will serve on the combined firm's executive committee. Saul Ewing and Arnstein & Lehr have several shared clients who will now have the benefit of working with both firms under the same umbrella. The firm also expects that its wider geographic reach, deeper bench and broader capabilities will allow it to expand its work for its existing clients. Asked to comment on the merger, Andrew M. Wasserman, Willis Towers Watson's General Counsel for North America, responded, "We have worked with the lawyers at Saul Ewing for over 20 years -- they are true client advocates. With the continuing growth of our U.S. operations, we are excited about the expanded geographic footprint and enhanced capabilities that Saul Ewing Arnstein & Lehr now offers." "Having two powerhouse firms like Saul Ewing and Arnstein & Lehr under one roof collaborating on our matters is a huge plus for us," said Robert Honig, General Counsel, Thornton Tomasetti. Linda Madway, Senior Vice President & General Counsel for ShopCore Properties, LP, added, "With a deeper bench and a greater geographic area, Saul Ewing Arnstein & Lehr will provide an opportunity to offer us even more comprehensive service and in more locations." Saul Ewing joins the merger with 11 offices from Boston to Washington, D.C., and west to Pittsburgh. A full-service law firm, Saul Ewing has served clients throughout the United States and internationally, with an emphasis on those in the higher education, insurance, life science and energy industries. The merger deepens Saul Ewing's bench in several key practice areas, including bankruptcy, business and finance, litigation, and real estate and opens up new practice areas including immigration and foreign investment. Based in Illinois and Florida, Arnstein & Lehr is one of the country's oldest and most respected law firms. Since its founding in 1893, the firm has served clients of all sizes throughout the U.S. and abroad, with attorneys practicing in five main practice areas -- business, litigation, local government, tax and estate planning and real estate. In addition to deepening its bench in those core areas, for Arnstein & Lehr, the merger provides a long-sought presence on the East Coast (including in Delaware for its bankruptcy practitioners) and strengthens the firm’s intellectual property offerings. [*] Two Bankruptcy Veterans Join Epiq's Corp. Restructuring Team ---------------------------------------------------------------- Epiq, a global provider of integrated technology solutions and services for the legal profession, on Sept. 7, 2017, announced the appointment of two bankruptcy veterans, Eric Kerwood and Wesley Appell as managing director and director, respectively, within its corporate restructuring services practice in New York. olp "Our services are differentiated by our ability to help clients navigate complicated legal processes," said Brad D. Scott, co-president and co-chief operating officer. "Eric and Wes's deep understanding of issues that affect the financial and legal communities and highly esteemed expertise will be instrumental in advancing our goal to be the preferred strategic partner for complex legal matters for Epiq clients across the globe." Mr. Kerwood will focus on strategic growth initiatives and managing key relationships with leading industry firms in both the legal and financial sector. He is a 20-year veteran in the restructuring industry and spent 15 years as a financial advisor in distressed workouts and turnarounds, assisting with out-of-court solutions and formal bankruptcy proceedings, and several years with a claims agent before joining Epiq. Mr. Kerwood currently serves on the Board of the Association of Insolvency and Restructuring Advisors (AIRA). He is also a member of the Turnaround Management Association (TMA) and is a Certified Turnaround Professional (CTP) and Certified Insolvency and Restructuring Advisor (CIRA). Mr. Kerwood received a Bachelor of Science degree from Boston College. Mr. Appell is a 12-year veteran in the restructuring industry who recently served as a financial advisor to distressed companies and their creditors. Mr. Appell is a member of the Turnaround Management Association (TMA) and the American Bankruptcy Institute (ABI). Mr. Appell received a Bachelor of Science degree in finance from San Diego State University. About Epiq Epiq -- http://www.epiqsystems.com/-- is a global provider of integrated technology and services for the legal profession, including eDiscovery, managed services, bankruptcy, class action and mass tort administration, federal regulatory actions and data breach responses. [^] Large Companies with Insolvent Balance Sheet ------------------------------------------------ Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ABSOLUTE SOFTWRE ALSWF US 98.3 (53.7) (31.2) ABSOLUTE SOFTWRE OU1 GR 98.3 (53.7) (31.2) ABSOLUTE SOFTWRE ABT CN 98.3 (53.7) (31.2) ABSOLUTE SOFTWRE ABT2EUR EU 98.3 (53.7) (31.2) ABV CONSULTING I ABVN US 0.0 (0.2) (0.2) AGENUS INC AJ81 GR 176.5 (17.5) 77.8 AGENUS INC AGEN US 176.5 (17.5) 77.8 AGENUS INC AJ81 TH 176.5 (17.5) 77.8 AGENUS INC AGENEUR EU 176.5 (17.5) 77.8 AGENUS INC AJ81 QT 176.5 (17.5) 77.8 AKCEA THERAPEUTI AKCA US 124.1 (83.0) 53.6 AKCEA THERAPEUTI 1KA GR 124.1 (83.0) 53.6 AKCEA THERAPEUTI AKCAEUR EU 124.1 (83.0) 53.6 AKCEA THERAPEUTI 1KA TH 124.1 (83.0) 53.6 AKCEA THERAPEUTI 1KA QT 124.1 (83.0) 53.6 AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2) ASPEN TECHNOLOGY AZPN US 247.9 (260.8) (321.1) ASPEN TECHNOLOGY AST GR 247.9 (260.8) (321.1) ASPEN TECHNOLOGY AST TH 247.9 (260.8) (321.1) ASPEN TECHNOLOGY AZPNEUR EU 247.9 (260.8) (321.1) AUTOZONE INC AZO US 9,028.3 (1,714.2) (286.3) AUTOZONE INC AZ5 TH 9,028.3 (1,714.2) (286.3) AUTOZONE INC AZ5 GR 9,028.3 (1,714.2) (286.3) AUTOZONE INC AZOEUR EU 9,028.3 (1,714.2) (286.3) AUTOZONE INC AZ5 QT 9,028.3 (1,714.2) (286.3) AVEO PHARMACEUTI VPA GR 42.5 (19.3) 27.2 AVEO PHARMACEUTI AVEO US 42.5 (19.3) 27.2 AVEO PHARMACEUTI VPA TH 42.5 (19.3) 27.2 AVEO PHARMACEUTI VPA QT 42.5 (19.3) 27.2 AVEO PHARMACEUTI AVEOEUR EU 42.5 (19.3) 27.2 AVID TECHNOLOGY AVID US 224.7 (274.8) (85.5) AXIM BIOTECHNOLO AXIM US 4.4 (3.4) (0.6) BENEFITFOCUS INC BNFT US 173.0 (35.1) 9.6 BENEFITFOCUS INC BTF GR 173.0 (35.1) 9.6 BLUE BIRD CORP BLBD US 366.8 (59.6) 32.8 BLUE RIDGE MOUNT BRMR US 1,060.2 (212.5) (62.4) BOEING CO-BDR BOEI34 BZ 90,036.0 (1,978.0) 9,922.0 BOEING CO-CED BA AR 90,036.0 (1,978.0) 9,922.0 BOEING CO/THE BA EU 90,036.0 (1,978.0) 9,922.0 BOEING CO/THE BCO GR 90,036.0 (1,978.0) 9,922.0 BOEING CO/THE BAEUR EU 90,036.0 (1,978.0) 9,922.0 BOEING CO/THE BA TE 90,036.0 (1,978.0) 9,922.0 BOEING CO/THE BA* MM 90,036.0 (1,978.0) 9,922.0 BOEING CO/THE BA SW 90,036.0 (1,978.0) 9,922.0 BOEING CO/THE BACHF EU 90,036.0 (1,978.0) 9,922.0 BOEING CO/THE BOEI NA 90,036.0 (1,978.0) 9,922.0 BOEING CO/THE BA US 90,036.0 (1,978.0) 9,922.0 BOEING CO/THE BCO TH 90,036.0 (1,978.0) 9,922.0 BOEING CO/THE BA CI 90,036.0 (1,978.0) 9,922.0 BOEING CO/THE BCO QT 90,036.0 (1,978.0) 9,922.0 BOEING CO/THE BAUSD SW 90,036.0 (1,978.0) 9,922.0 BOEING CO/THE BA AV 90,036.0 (1,978.0) 9,922.0 BOMBARDIER INC-B BBDBN MM 23,395.0 (3,825.0) 576.0 BOMBARDIER-B OLD BBDYB BB 23,395.0 (3,825.0) 576.0 BOMBARDIER-B W/I BBD/W CN 23,395.0 (3,825.0) 576.0 BRINKER INTL EAT US 1,413.7 (493.7) (292.0) BRINKER INTL BKJ GR 1,413.7 (493.7) (292.0) BRINKER INTL EAT2EUR EU 1,413.7 (493.7) (292.0) BROOKFIELD REAL BRE CN 97.0 (32.9) 3.2 BRP INC/CA-SUB V DOO CN 2,252.0 (93.4) (42.8) BRP INC/CA-SUB V B15A GR 2,252.0 (93.4) (42.8) BRP INC/CA-SUB V BRPIF US 2,252.0 (93.4) (42.8) BUFFALO COAL COR BUC SJ 50.2 (21.9) (22.2) BURLINGTON STORE BURL US 2,611.8 (95.9) 25.2 BURLINGTON STORE BUI GR 2,611.8 (95.9) 25.2 BURLINGTON STORE BURL* MM 2,611.8 (95.9) 25.2 CADIZ INC CDZI US 72.2 (70.7) 12.2 CADIZ INC 2ZC GR 72.2 (70.7) 12.2 CAESARS ENTERTAI CZR US 14,793.0 (3,357.0) (4,630.0) CAESARS ENTERTAI C08 GR 14,793.0 (3,357.0) (4,630.0) CAESARS ENTERTAI CZREUR EU 14,793.0 (3,357.0) (4,630.0) CALIFORNIA RESOU CRC US 6,154.0 (491.0) (220.0) CALIFORNIA RESOU 1CLB GR 6,154.0 (491.0) (220.0) CALIFORNIA RESOU CRCEUR EU 6,154.0 (491.0) (220.0) CALIFORNIA RESOU 1CL TH 6,154.0 (491.0) (220.0) CALIFORNIA RESOU 1CLB QT 6,154.0 (491.0) (220.0) CAMBIUM LEARNING ABCD US 126.5 (52.1) (63.7) CASELLA WASTE WA3 GR 588.9 (74.6) 4.6 CASELLA WASTE CWST US 588.9 (74.6) 4.6 CASELLA WASTE WA3 TH 588.9 (74.6) 4.6 CASELLA WASTE CWSTEUR EU 588.9 (74.6) 4.6 CDK GLOBAL INC CDK US 2,883.1 (56.8) 726.2 CDK GLOBAL INC C2G TH 2,883.1 (56.8) 726.2 CDK GLOBAL INC CDKEUR EU 2,883.1 (56.8) 726.2 CDK GLOBAL INC C2G GR 2,883.1 (56.8) 726.2 CDK GLOBAL INC C2G QT 2,883.1 (56.8) 726.2 CEDAR FAIR LP FUN US 2,109.5 (60.6) (92.5) CEDAR FAIR LP 7CF GR 2,109.5 (60.6) (92.5) CHESAPEAKE ENERG CHK US 11,920.0 (684.0) (911.0) CHESAPEAKE ENERG CS1 GR 11,920.0 (684.0) (911.0) CHESAPEAKE ENERG CHK* MM 11,920.0 (684.0) (911.0) CHESAPEAKE ENERG CS1 QT 11,920.0 (684.0) (911.0) CHESAPEAKE ENERG CHKEUR EU 11,920.0 (684.0) (911.0) CHOICE HOTELS CZH GR 948.0 (252.6) 103.9 CHOICE HOTELS CHH US 948.0 (252.6) 103.9 CINCINNATI BELL CBB US 1,481.7 (124.0) 11.4 CINCINNATI BELL CIB1 GR 1,481.7 (124.0) 11.4 CINCINNATI BELL CBBEUR EU 1,481.7 (124.0) 11.4 CLEAR CHANNEL-A C7C GR 5,416.6 (1,216.5) 327.9 CLEAR CHANNEL-A CCO US 5,416.6 (1,216.5) 327.9 CLEMENTIA PHARMA CMTA US 40.0 (212.6) 32.1 CLEVELAND-CLIFFS CVA GR 2,030.1 (666.7) 495.0 CLEVELAND-CLIFFS CVA TH 2,030.1 (666.7) 495.0 CLEVELAND-CLIFFS CLF US 2,030.1 (666.7) 495.0 CLEVELAND-CLIFFS CLF* MM 2,030.1 (666.7) 495.0 CLEVELAND-CLIFFS CLF2EUR EU 2,030.1 (666.7) 495.0 COGENT COMMUNICA CCOI US 732.4 (71.2) 240.8 COGENT COMMUNICA OGM1 GR 732.4 (71.2) 240.8 DELEK LOGISTICS DKL US 415.5 (21.1) 14.0 DELEK LOGISTICS D6L GR 415.5 (21.1) 14.0 DENNY'S CORP DE8 GR 306.9 (79.9) (53.3) DENNY'S CORP DENN US 306.9 (79.9) (53.3) DOLLARAMA INC DOL CN 1,891.4 (59.4) 291.2 DOLLARAMA INC DLMAF US 1,891.4 (59.4) 291.2 DOLLARAMA INC DR3 GR 1,891.4 (59.4) 291.2 DOLLARAMA INC DOLEUR EU 1,891.4 (59.4) 291.2 DOLLARAMA INC DR3 TH 1,891.4 (59.4) 291.2 DOMINO'S PIZZA EZV TH 781.8 (1,803.1) 209.4 DOMINO'S PIZZA EZV GR 781.8 (1,803.1) 209.4 DOMINO'S PIZZA DPZ US 781.8 (1,803.1) 209.4 DOMINO'S PIZZA EZV QT 781.8 (1,803.1) 209.4 DOVA PHARMACEUTI DOVA US 26.4 (3.5) (5.1) DOVA PHARMACEUTI 0AV GR 26.4 (3.5) (5.1) DOVA PHARMACEUTI DOVAEUR EU 26.4 (3.5) (5.1) DUN & BRADSTREET DB5 GR 2,253.7 (913.3) (96.4) DUN & BRADSTREET DB5 TH 2,253.7 (913.3) (96.4) DUN & BRADSTREET DNB US 2,253.7 (913.3) (96.4) DUN & BRADSTREET DNB1EUR EU 2,253.7 (913.3) (96.4) DUNKIN' BRANDS G 2DB GR 3,147.9 (185.4) 147.6 DUNKIN' BRANDS G DNKN US 3,147.9 (185.4) 147.6 DUNKIN' BRANDS G 2DB TH 3,147.9 (185.4) 147.6 DUNKIN' BRANDS G DNKNEUR EU 3,147.9 (185.4) 147.6 ERIN ENERGY CORP ERN US 190.9 (349.2) (280.7) ERIN ENERGY CORP ERN SJ 190.9 (349.2) (280.7) EVERI HOLDINGS I EVRI US 1,337.4 (123.9) 16.4 EVERI HOLDINGS I G2C TH 1,337.4 (123.9) 16.4 EVERI HOLDINGS I G2C GR 1,337.4 (123.9) 16.4 EVERI HOLDINGS I EVRIEUR EU 1,337.4 (123.9) 16.4 FERRELLGAS-LP FEG GR 1,679.3 (703.5) (26.2) FERRELLGAS-LP FGP US 1,679.3 (703.5) (26.2) FIFTH STREET ASS FSAM US 189.2 (8.9) - FIFTH STREET ASS 7FS TH 189.2 (8.9) - GAMCO INVESTO-A GBL US 190.9 (121.0) - GCP APPLIED TECH GCP US 1,252.0 (134.3) 177.5 GCP APPLIED TECH 43G GR 1,252.0 (134.3) 177.5 GCP APPLIED TECH GCPEUR EU 1,252.0 (134.3) 177.5 GNC HOLDINGS INC IGN GR 2,011.1 (51.2) 535.6 GNC HOLDINGS INC GNC US 2,011.1 (51.2) 535.6 GNC HOLDINGS INC IGN TH 2,011.1 (51.2) 535.6 GNC HOLDINGS INC GNC1EUR EU 2,011.1 (51.2) 535.6 GOGO INC GOGO US 1,277.3 (116.5) 271.3 GOGO INC G0G GR 1,277.3 (116.5) 271.3 GOGO INC G0G QT 1,277.3 (116.5) 271.3 GREEN PLAINS PAR GPP US 90.6 (64.2) 4.6 GREEN PLAINS PAR 8GP GR 90.6 (64.2) 4.6 H&R BLOCK INC HRB US 2,132.2 (214.3) 271.4 H&R BLOCK INC HRB GR 2,132.2 (214.3) 271.4 H&R BLOCK INC HRB TH 2,132.2 (214.3) 271.4 H&R BLOCK INC HRBEUR EU 2,132.2 (214.3) 271.4 HCA HEALTHCARE I 2BH GR 34,566.0 (5,079.0) 3,566.0 HCA HEALTHCARE I HCA US 34,566.0 (5,079.0) 3,566.0 HCA HEALTHCARE I 2BH TH 34,566.0 (5,079.0) 3,566.0 HCA HEALTHCARE I 2BH QT 34,566.0 (5,079.0) 3,566.0 HCA HEALTHCARE I HCAEUR EU 34,566.0 (5,079.0) 3,566.0 HORTONWORKS INC HDP US 213.3 (43.3) (35.6) HORTONWORKS INC 14K GR 213.3 (43.3) (35.6) HORTONWORKS INC 14K QT 213.3 (43.3) (35.6) HORTONWORKS INC HDPEUR EU 213.3 (43.3) (35.6) HOVNANIAN-A-WI HOV-W US 1,822.3 (471.2) 1,077.8 HP COMPANY-BDR HPQB34 BZ 31,934.0 (4,339.0) (617.0) HP INC HPQ* MM 31,934.0 (4,339.0) (617.0) HP INC HPQ US 31,934.0 (4,339.0) (617.0) HP INC 7HP TH 31,934.0 (4,339.0) (617.0) HP INC 7HP GR 31,934.0 (4,339.0) (617.0) HP INC HPQ TE 31,934.0 (4,339.0) (617.0) HP INC HPQ CI 31,934.0 (4,339.0) (617.0) HP INC HPQ SW 31,934.0 (4,339.0) (617.0) HP INC HWP QT 31,934.0 (4,339.0) (617.0) HP INC HPQCHF EU 31,934.0 (4,339.0) (617.0) HP INC HPQUSD EU 31,934.0 (4,339.0) (617.0) HP INC HPQUSD SW 31,934.0 (4,339.0) (617.0) HP INC HPQEUR EU 31,934.0 (4,339.0) (617.0) IDEXX LABS IDXX US 1,637.1 (86.1) (82.8) IDEXX LABS IX1 GR 1,637.1 (86.1) (82.8) IDEXX LABS IX1 TH 1,637.1 (86.1) (82.8) IDEXX LABS IX1 QT 1,637.1 (86.1) (82.8) IDEXX LABS IDXX AV 1,637.1 (86.1) (82.8) IMMUNOGEN INC IMU GR 181.4 (173.2) 94.1 IMMUNOGEN INC IMGN US 181.4 (173.2) 94.1 IMMUNOGEN INC IMU TH 181.4 (173.2) 94.1 IMMUNOGEN INC IMU QT 181.4 (173.2) 94.1 IMMUNOGEN INC IMGNEUR EU 181.4 (173.2) 94.1 IMMUNOMEDICS INC IMMU US 162.6 (59.5) 35.1 IMMUNOMEDICS INC IM3 GR 162.6 (59.5) 35.1 IMMUNOMEDICS INC IM3 TH 162.6 (59.5) 35.1 IMMUNOMEDICS INC IM3 QT 162.6 (59.5) 35.1 INNOVIVA INC INVA US 372.0 (296.7) 171.0 INNOVIVA INC HVE GR 372.0 (296.7) 171.0 INNOVIVA INC INVAEUR EU 372.0 (296.7) 171.0 INSPIRED ENTERTA INSE US 213.4 (2.1) (1.4) INSTRUCTURE INC INST US 130.1 (4.1) (14.7) INSTRUCTURE INC 1IN GR 130.1 (4.1) (14.7) JACK IN THE BOX JBX GR 1,255.2 (439.0) (83.8) JACK IN THE BOX JACK US 1,255.2 (439.0) (83.8) JACK IN THE BOX JACK1EUR EU 1,255.2 (439.0) (83.8) JACK IN THE BOX JBX QT 1,255.2 (439.0) (83.8) JAMIESON WELLNES JWEL CN 505.1 (180.5) (286.4) JAMIESON WELLNES 2JW GR 505.1 (180.5) (286.4) JAMIESON WELLNES JWELEUR EU 505.1 (180.5) (286.4) JUST ENERGY GROU JE US 1,271.0 (69.8) 114.4 JUST ENERGY GROU 1JE GR 1,271.0 (69.8) 114.4 JUST ENERGY GROU JE CN 1,271.0 (69.8) 114.4 L BRANDS INC LTD GR 7,763.0 (912.0) 1,199.0 L BRANDS INC LTD TH 7,763.0 (912.0) 1,199.0 L BRANDS INC LB US 7,763.0 (912.0) 1,199.0 L BRANDS INC LBEUR EU 7,763.0 (912.0) 1,199.0 L BRANDS INC LB* MM 7,763.0 (912.0) 1,199.0 L BRANDS INC LTD QT 7,763.0 (912.0) 1,199.0 LAMB WESTON LW US 2,485.6 (596.5) 302.8 LAMB WESTON 0L5 GR 2,485.6 (596.5) 302.8 LAMB WESTON LW-WEUR EU 2,485.6 (596.5) 302.8 LAMB WESTON 0L5 TH 2,485.6 (596.5) 302.8 LANTHEUS HOLDING LNTH US 267.9 (87.2) 82.6 LANTHEUS HOLDING 0L8 GR 267.9 (87.2) 82.6 LOTON CORP 1536387D US 5.2 (0.8) (4.0) MADISON-A/NEW-WI MSGN-W US 805.0 (944.2) 168.9 MANNKIND CORP MNKD IT 79.4 (221.2) (34.9) MCDONALDS - BDR MCDC34 BZ 32,785.2 (2,000.6) 3,149.2 MCDONALDS CORP MDO TH 32,785.2 (2,000.6) 3,149.2 MCDONALDS CORP MCD TE 32,785.2 (2,000.6) 3,149.2 MCDONALDS CORP MDO GR 32,785.2 (2,000.6) 3,149.2 MCDONALDS CORP MCD* MM 32,785.2 (2,000.6) 3,149.2 MCDONALDS CORP MCD US 32,785.2 (2,000.6) 3,149.2 MCDONALDS CORP MCD SW 32,785.2 (2,000.6) 3,149.2 MCDONALDS CORP MCD CI 32,785.2 (2,000.6) 3,149.2 MCDONALDS CORP MDO QT 32,785.2 (2,000.6) 3,149.2 MCDONALDS CORP MCDCHF EU 32,785.2 (2,000.6) 3,149.2 MCDONALDS CORP MCDUSD EU 32,785.2 (2,000.6) 3,149.2 MCDONALDS CORP MCDUSD SW 32,785.2 (2,000.6) 3,149.2 MCDONALDS CORP MCDEUR EU 32,785.2 (2,000.6) 3,149.2 MCDONALDS CORP MCD AV 32,785.2 (2,000.6) 3,149.2 MCDONALDS-CEDEAR MCD AR 32,785.2 (2,000.6) 3,149.2 MDC COMM-W/I MDZ/W CN 1,650.3 (336.1) (263.7) MDC PARTNERS-A MDZ/A CN 1,650.3 (336.1) (263.7) MDC PARTNERS-A MDCA US 1,650.3 (336.1) (263.7) MDC PARTNERS-A MD7A GR 1,650.3 (336.1) (263.7) MDC PARTNERS-A MDCAEUR EU 1,650.3 (336.1) (263.7) MDC PARTNERS-EXC MDZ/N CN 1,650.3 (336.1) (263.7) MEDLEY MANAGE-A MDLY US 144.5 (4.5) 41.0 MERITOR INC AID1 GR 2,712.0 (44.0) 117.0 MERITOR INC MTOR US 2,712.0 (44.0) 117.0 MERITOR INC AID1 QT 2,712.0 (44.0) 117.0 MERITOR INC MTOREUR EU 2,712.0 (44.0) 117.0 MICHAELS COS INC MIK US 2,060.0 (1,768.0) 445.6 MICHAELS COS INC MIM GR 2,060.0 (1,768.0) 445.6 MIRAGEN THERAPEU MGEN US 50.0 41.3 42.7 MIRAGEN THERAPEU 1S1 GR 50.0 41.3 42.7 MIRAGEN THERAPEU SGNLEUR EU 50.0 41.3 42.7 MONEYGRAM INTERN MGI US 4,410.4 (192.2) (79.8) MONEYGRAM INTERN 9M1N GR 4,410.4 (192.2) (79.8) MONEYGRAM INTERN MGIEUR EU 4,410.4 (192.2) (79.8) MOODY'S CORP DUT GR 6,536.3 (467.5) 3,321.9 MOODY'S CORP MCO US 6,536.3 (467.5) 3,321.9 MOODY'S CORP DUT TH 6,536.3 (467.5) 3,321.9 MOODY'S CORP MCOEUR EU 6,536.3 (467.5) 3,321.9 MOODY'S CORP DUT QT 6,536.3 (467.5) 3,321.9 MOODY'S CORP MCO* MM 6,536.3 (467.5) 3,321.9 MOTOROLA SOLUTIO MTLA GR 8,295.0 (976.0) 801.0 MOTOROLA SOLUTIO MTLA TH 8,295.0 (976.0) 801.0 MOTOROLA SOLUTIO MSI US 8,295.0 (976.0) 801.0 MOTOROLA SOLUTIO MOT TE 8,295.0 (976.0) 801.0 MOTOROLA SOLUTIO MTLA QT 8,295.0 (976.0) 801.0 MOTOROLA SOLUTIO MSI1EUR EU 8,295.0 (976.0) 801.0 MSG NETWORKS- A MSGN US 805.0 (944.2) 168.9 MSG NETWORKS- A 1M4 GR 805.0 (944.2) 168.9 MSG NETWORKS- A 1M4 TH 805.0 (944.2) 168.9 MSG NETWORKS- A MSGNEUR EU 805.0 (944.2) 168.9 NATHANS FAMOUS NATH US 86.6 (63.6) 60.1 NATHANS FAMOUS NFA GR 86.6 (63.6) 60.1 NATIONAL CINEMED XWM GR 1,121.7 (68.3) 70.6 NATIONAL CINEMED NCMI US 1,121.7 (68.3) 70.6 NATIONAL CINEMED NCMIEUR EU 1,121.7 (68.3) 70.6 NAVISTAR INTL IHR GR 6,080.0 (4,923.0) 767.0 NAVISTAR INTL NAV US 6,080.0 (4,923.0) 767.0 NAVISTAR INTL IHR TH 6,080.0 (4,923.0) 767.0 NEFF CORP-CL A NEFF US 666.9 (112.0) 8.9 NEFF CORP-CL A NFO GR 666.9 (112.0) 8.9 NEW ENG RLTY-LP NEN US 191.0 (32.1) - NYMOX PHARMACEUT NYMX US 1.3 (0.7) (0.7) NYMOX PHARMACEUT NYM GR 1.3 (0.7) (0.7) OMEROS CORP 3O8 GR 60.4 (54.9) 28.3 OMEROS CORP OMER US 60.4 (54.9) 28.3 OMEROS CORP 3O8 TH 60.4 (54.9) 28.3 OMEROS CORP OMEREUR EU 60.4 (54.9) 28.3 ONCOMED PHARMACE OMED US 139.3 (53.8) 95.1 PENN NATL GAMING PN1 GR 4,984.0 (517.5) (127.0) PENN NATL GAMING PENN US 4,984.0 (517.5) (127.0) PENSARE ACQUISIT WRLS US 0.3 (0.1) (0.0) PENSARE ACQUISIT WRLSU US 0.3 (0.1) (0.0) PHILIP MORRIS IN PM1EUR EU 38,660.0 (10,277.0) 1,189.0 PHILIP MORRIS IN PMI SW 38,660.0 (10,277.0) 1,189.0 PHILIP MORRIS IN PM1 TE 38,660.0 (10,277.0) 1,189.0 PHILIP MORRIS IN 4I1 TH 38,660.0 (10,277.0) 1,189.0 PHILIP MORRIS IN PM1CHF EU 38,660.0 (10,277.0) 1,189.0 PHILIP MORRIS IN 4I1 GR 38,660.0 (10,277.0) 1,189.0 PHILIP MORRIS IN PM US 38,660.0 (10,277.0) 1,189.0 PHILIP MORRIS IN PM FP 38,660.0 (10,277.0) 1,189.0 PHILIP MORRIS IN PMI1 IX 38,660.0 (10,277.0) 1,189.0 PHILIP MORRIS IN PMI EB 38,660.0 (10,277.0) 1,189.0 PHILIP MORRIS IN 4I1 QT 38,660.0 (10,277.0) 1,189.0 PINNACLE ENTERTA PNK US 3,982.2 (339.7) (62.5) PINNACLE ENTERTA 65P GR 3,982.2 (339.7) (62.5) PLANET FITNESS-A PLNT US 1,354.6 (156.8) 26.5 PLANET FITNESS-A 3PL TH 1,354.6 (156.8) 26.5 PLANET FITNESS-A 3PL GR 1,354.6 (156.8) 26.5 PLANET FITNESS-A 3PL QT 1,354.6 (156.8) 26.5 PLANET FITNESS-A PLNT1EUR EU 1,354.6 (156.8) 26.5 PROS HOLDINGS IN PH2 GR 298.0 (20.5) 147.4 PROS HOLDINGS IN PRO US 298.0 (20.5) 147.4 QUANTUM CORP QNT2 GR 213.0 (118.0) (51.3) QUANTUM CORP QNT1 TH 213.0 (118.0) (51.3) QUANTUM CORP QTM US 213.0 (118.0) (51.3) QUANTUM CORP QTM1EUR EU 213.0 (118.0) (51.3) REATA PHARMACE-A RETA US 71.3 (230.3) 17.5 REATA PHARMACE-A 2R3 GR 71.3 (230.3) 17.5 REATA PHARMACE-A RETAEUR EU 71.3 (230.3) 17.5 REGAL ENTERTAI-A RGC US 2,748.4 (835.0) (48.2) REGAL ENTERTAI-A RETA GR 2,748.4 (835.0) (48.2) REGAL ENTERTAI-A RGC* MM 2,748.4 (835.0) (48.2) REGAL ENTERTAI-A RGCEUR EU 2,748.4 (835.0) (48.2) RENOVACARE INC RCAR US 0.6 (0.2) (0.3) RESOLUTE ENERGY R21 GR 728.5 (62.2) (65.8) RESOLUTE ENERGY REN US 728.5 (62.2) (65.8) RESOLUTE ENERGY RENEUR EU 728.5 (62.2) (65.8) REVLON INC-A REV US 3,062.0 (672.4) 296.4 REVLON INC-A RVL1 GR 3,062.0 (672.4) 296.4 REVLON INC-A RVL1 TH 3,062.0 (672.4) 296.4 REVLON INC-A REVEUR EU 3,062.0 (672.4) 296.4 RH RH US 1,819.4 (46.8) 246.4 RH RS1 GR 1,819.4 (46.8) 246.4 RH RH* MM 1,819.4 (46.8) 246.4 RH RHEUR EU 1,819.4 (46.8) 246.4 ROSETTA STONE IN RST US 178.9 (0.1) (55.9) ROSETTA STONE IN RS8 GR 178.9 (0.1) (55.9) ROSETTA STONE IN RST1EUR EU 178.9 (0.1) (55.9) RR DONNELLEY & S DLLN GR 3,831.8 (161.5) 722.1 RR DONNELLEY & S RRD US 3,831.8 (161.5) 722.1 RR DONNELLEY & S DLLN TH 3,831.8 (161.5) 722.1 RR DONNELLEY & S RRDEUR EU 3,831.8 (161.5) 722.1 RYERSON HOLDING RYI US 1,787.8 (22.6) 730.1 RYERSON HOLDING 7RY GR 1,787.8 (22.6) 730.1 RYERSON HOLDING 7RY TH 1,787.8 (22.6) 730.1 SALLY BEAUTY HOL SBH US 2,120.5 (352.3) 638.2 SALLY BEAUTY HOL S7V GR 2,120.5 (352.3) 638.2 SANCHEZ ENERGY C SN US 2,218.1 (38.1) (0.0) SANCHEZ ENERGY C SN* MM 2,218.1 (38.1) (0.0) SANCHEZ ENERGY C 13S GR 2,218.1 (38.1) (0.0) SANCHEZ ENERGY C 13S TH 2,218.1 (38.1) (0.0) SANCHEZ ENERGY C SNEUR EU 2,218.1 (38.1) (0.0) SBA COMM CORP 4SB GR 7,308.9 (1,985.7) (710.0) SBA COMM CORP SBAC US 7,308.9 (1,985.7) (710.0) SBA COMM CORP SBJ TH 7,308.9 (1,985.7) (710.0) SBA COMM CORP SBACEUR EU 7,308.9 (1,985.7) (710.0) SCIENTIFIC GAM-A TJW GR 7,066.0 (1,998.1) 510.2 SCIENTIFIC GAM-A SGMS US 7,066.0 (1,998.1) 510.2 SEARS HOLDINGS SEE GR 8,351.0 (3,651.0) (397.0) SEARS HOLDINGS SEE TH 8,351.0 (3,651.0) (397.0) SEARS HOLDINGS SHLD US 8,351.0 (3,651.0) (397.0) SEARS HOLDINGS SEE QT 8,351.0 (3,651.0) (397.0) SEARS HOLDINGS SHLDEUR EU 8,351.0 (3,651.0) (397.0) SHELL MIDSTREAM SHLX US 1,098.7 (252.5) 131.7 SHELL MIDSTREAM 49M GR 1,098.7 (252.5) 131.7 SHELL MIDSTREAM 49M TH 1,098.7 (252.5) 131.7 SIGA TECH INC SIGA US 156.0 (303.4) 45.3 SILVER SPRING NE SSNI US 295.6 (20.3) 49.5 SILVER SPRING NE 9SI GR 295.6 (20.3) 49.5 SILVER SPRING NE 9SI TH 295.6 (20.3) 49.5 SILVER SPRING NE 9SI QT 295.6 (20.3) 49.5 SILVER SPRING NE SSNIEUR EU 295.6 (20.3) 49.5 SIRIUS XM HOLDIN SIRI US 8,347.7 (1,041.7) (2,148.9) SIRIUS XM HOLDIN RDO TH 8,347.7 (1,041.7) (2,148.9) SIRIUS XM HOLDIN RDO GR 8,347.7 (1,041.7) (2,148.9) SIRIUS XM HOLDIN SIRIEUR EU 8,347.7 (1,041.7) (2,148.9) SIRIUS XM HOLDIN SIRI AV 8,347.7 (1,041.7) (2,148.9) SIX FLAGS ENTERT SIX US 2,543.7 (49.4) (150.5) SIX FLAGS ENTERT 6FE GR 2,543.7 (49.4) (150.5) SONIC CORP SONC US 563.8 (173.1) 60.4 SONIC CORP SO4 GR 563.8 (173.1) 60.4 SONIC CORP SONCEUR EU 563.8 (173.1) 60.4 SONIC CORP SO4 TH 563.8 (173.1) 60.4 STRAIGHT PATH-B STRP US 20.9 (10.2) (7.4) STRAIGHT PATH-B 5I0 GR 20.9 (10.2) (7.4) SYNTEL INC SYNT US 434.1 (97.3) 122.8 SYNTEL INC SYE GR 434.1 (97.3) 122.8 SYNTEL INC SYE TH 434.1 (97.3) 122.8 SYNTEL INC SYNT1EUR EU 434.1 (97.3) 122.8 SYNTEL INC SYE QT 434.1 (97.3) 122.8 SYNTEL INC SYNT* MM 434.1 (97.3) 122.8 TAILORED BRANDS TLRD US 2,079.7 (46.7) 753.0 TAILORED BRANDS WRMA GR 2,079.7 (46.7) 753.0 TAILORED BRANDS TLRD* MM 2,079.7 (46.7) 753.0 TAUBMAN CENTERS TU8 GR 4,061.7 (111.7) - TAUBMAN CENTERS TCO US 4,061.7 (111.7) - TOWN SPORTS INTE CLUB US 236.6 (87.0) 4.6 TRANSDIGM GROUP T7D GR 10,316.4 (1,895.4) 1,656.3 TRANSDIGM GROUP TDG US 10,316.4 (1,895.4) 1,656.3 TRANSDIGM GROUP TDG SW 10,316.4 (1,895.4) 1,656.3 TRANSDIGM GROUP TDGCHF EU 10,316.4 (1,895.4) 1,656.3 TRANSDIGM GROUP T7D QT 10,316.4 (1,895.4) 1,656.3 TRANSDIGM GROUP TDGEUR EU 10,316.4 (1,895.4) 1,656.3 ULTRA PETROLEUM UPL US 1,762.0 (940.1) 176.1 ULTRA PETROLEUM UPL1EUR EU 1,762.0 (940.1) 176.1 ULTRA PETROLEUM UPM1 GR 1,762.0 (940.1) 176.1 UNISYS CORP UISCHF EU 2,318.9 (1,630.1) 426.5 UNISYS CORP UISEUR EU 2,318.9 (1,630.1) 426.5 UNISYS CORP UIS US 2,318.9 (1,630.1) 426.5 UNISYS CORP UIS1 SW 2,318.9 (1,630.1) 426.5 UNISYS CORP USY1 TH 2,318.9 (1,630.1) 426.5 UNISYS CORP USY1 GR 2,318.9 (1,630.1) 426.5 UNITI GROUP INC UNIT US 4,161.2 (1,059.0) - UNITI GROUP INC 8XC GR 4,161.2 (1,059.0) - VALVOLINE INC VVV US 1,960.0 (203.0) 227.0 VALVOLINE INC 0V4 GR 1,960.0 (203.0) 227.0 VALVOLINE INC VVVEUR EU 1,960.0 (203.0) 227.0 VECTOR GROUP LTD VGR GR 1,420.3 (284.5) 475.4 VECTOR GROUP LTD VGR US 1,420.3 (284.5) 475.4 VECTOR GROUP LTD VGR QT 1,420.3 (284.5) 475.4 VERISIGN INC VRS TH 2,344.3 (1,203.2) 321.0 VERISIGN INC VRS GR 2,344.3 (1,203.2) 321.0 VERISIGN INC VRSN US 2,344.3 (1,203.2) 321.0 VERISIGN INC VRSNEUR EU 2,344.3 (1,203.2) 321.0 VERSUM MATER VSM US 1,181.8 (9.7) 438.2 VERSUM MATER 2V1 GR 1,181.8 (9.7) 438.2 VERSUM MATER VSMEUR EU 1,181.8 (9.7) 438.2 VERSUM MATER 2V1 TH 1,181.8 (9.7) 438.2 VIEWRAY INC VRAY US 105.6 (17.0) 39.2 VIEWRAY INC 6L9 GR 105.6 (17.0) 39.2 VIEWRAY INC VRAYEUR EU 105.6 (17.0) 39.2 WEIGHT WATCHERS WTW US 1,247.3 (1,138.7) (58.0) WEIGHT WATCHERS WW6 GR 1,247.3 (1,138.7) (58.0) WEIGHT WATCHERS WW6 TH 1,247.3 (1,138.7) (58.0) WEIGHT WATCHERS WTWEUR EU 1,247.3 (1,138.7) (58.0) WEST CORP WSTC US 3,480.9 (324.5) 248.5 WEST CORP WT2 GR 3,480.9 (324.5) 248.5 WIDEOPENWEST INC WOW US 3,038.4 (291.2) (28.9) WIDEOPENWEST INC WU5 GR 3,038.4 (291.2) (28.9) WIDEOPENWEST INC WOW1EUR EU 3,038.4 (291.2) (28.9) WINGSTOP INC WING US 114.6 (61.2) (1.7) WINGSTOP INC EWG GR 114.6 (61.2) (1.7) WORKIVA INC WK US 154.2 (6.1) (2.0) WORKIVA INC 0WKA GR 154.2 (6.1) (2.0) WORKIVA INC WKEUR EU 154.2 (6.1) (2.0) YRC WORLDWIDE IN YRCW US 1,759.1 (410.5) 292.9 YRC WORLDWIDE IN YEL1 GR 1,759.1 (410.5) 292.9 YRC WORLDWIDE IN YEL1 TH 1,759.1 (410.5) 292.9 YRC WORLDWIDE IN YRCWEUR EU 1,759.1 (410.5) 292.9 YUM! BRANDS INC YUM US 5,596.0 (6,102.0) 307.0 YUM! BRANDS INC TGR GR 5,596.0 (6,102.0) 307.0 YUM! BRANDS INC TGR TH 5,596.0 (6,102.0) 307.0 YUM! BRANDS INC YUMEUR EU 5,596.0 (6,102.0) 307.0 YUM! BRANDS INC TGR QT 5,596.0 (6,102.0) 307.0 YUM! BRANDS INC YUMCHF EU 5,596.0 (6,102.0) 307.0 YUM! BRANDS INC YUM SW 5,596.0 (6,102.0) 307.0 YUM! BRANDS INC YUMUSD SW 5,596.0 (6,102.0) 307.0 YUM! BRANDS INC YUMUSD EU 5,596.0 (6,102.0) 307.0 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2017. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000 or Nina Novak at 202-362-8552. *** End of Transmission ***