/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/170913.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, September 13, 2017, Vol. 21, No. 255 Headlines 21ST CENTURY ONCOLOGY: NJ Unit Can Exit HMSO Joint Venture 21ST CENTURY ONCOLOGY: Wants Plan Filing Deadline Moved to Jan. 20 74 FIFTH AVE MARKET: Hires Pick & Zabicki as Counsel ACADIANA MANAGEMENT: Patient Care Quality Maintained in Wichita ACADIANA MANAGEMENT: PCO to Monitor Staff Turnover in Edmond/Mercy ACADIANA MANAGEMENT: Quality Metrics to be Monitored in Tulsa ADAM STUMP: Sets Procedures for Romney Property AIAD SAMUEL: Trustee Selling Mall Personal Property by Auction ALABAMA PARTNERS: Hires Advanced Restaurant Sales as Broker ALABAMA PARTNERS: Hires Rumberger Kirk & Caldwell as Counsel ALABAMA PARTNERS: Sets Bidding Procedures of All Assets ALLEN CONSTRUCTION: Patriot Bank Wants to Prohibit Cash Use ALLISON TRANSMISSION: Fitch Rates New $500MM Unsec. Notes 'BB/RR4' ALLISON TRANSMISSION: Moody's Rates $500MM Sr. Unsecured Notes Ba3 AMAN RESORTS: Trustee's Handling of Case Shocks NY Judge AMERICAN CONTAINER: To Reinstate Renasant Loan Maturity Date ANGELITA TRANSIT: Hires Alla Kachan as Bankruptcy Counsel ASSOCIATED ASPHALT: Moody's Lowers Corporate Family Rating to B3 B&F LANDSCAPE: Plan Confirmation Hearing on Oct. 5 BADGER INTERMEDIATE: S&P Assigns 'B+' CCR Amid Investment Recap BATON ROUGE CREDIT: Trustee Hires Stewart Robbins as Counsel BEARCAT ENERGY: Hires Hein & Associates as Accountant BELDEN INC: Moody's Rates Proposed EUR300MM Sub. Notes Ba3 BELDEN INC: S&P Rates New EUR300MM Subordinated Notes 'BB-' BIOSCRIP INC: Coliseum Capital Has 14.6% Equity Stake at Sept. 7 BOD ENTERPRISES: Hires Riggs Abney as Bankruptcy Counsel BREVARD EYE: Can Continue Using Cash Collateral Until Sept. 15 BYRON WYSOCK: J. McDonald Seeks Appointment of Chapter 11 Trustee C SWANK ENTERPRISES: De Lage Landen Tries to Block Disclosures OK C SWANK ENTERPRISES: PACCAR Financial Objects to Disclosures CAR CHARGING: Changes Name to "Blink Charging Co." CAREFOCUS CORP: Sept. 13 Hearing to Determine if PCO is Necessary CASCELLA & SON: Can Continue Using Cash Collateral Until Oct. 31 CAST & CREW: S&P Hikes Corp. Credit Rating to B+, Outlook Stable CENTRAL ARKANSAS RADIATION: Fitch Cuts $48.145MM Rev Bonds to BB+ CHARIOTS OF PALM: Hires McLaughlin & Stern as Counsel CHARLES BRELAND: Trustee Selling Daphne Property to Ryes for $956K CHARTER COMMUNICATIONS: Moody's Rates New Sr. Sec. Notes 'Ba1' CHENIERE ENERGY: Fitch Assigns First-Time BB IDR; Outlook Stable CHENIERE ENERGY: Moody's Assigns Ba2 CFR; Outlook Stable CHENIERE ENERGY: S&P Assigns BB Rating on New $1BB Sr. Sec. Notes CPI CARD: Moody's Lowers Corp. Family Rating to B3; Outlook Stable CUMULUS MEDIA: Continues to be Listed on Nasdaq Pending Appeal CYPRESS WAY: Unsecureds to Recoup 100% in 5 Annual Payments CYTORI THERAPEUTICS: Fails to Comply with Nasdaq Bid Price Rule DATAPIPE INC: S&P Places 'B' CCR on Watch Pos. on Rackspace Deal DAVID'S BRIDAL: Moody's Lowers Corporate Family Rating to Caa2 DIAMOND INSULATION: Panel Wins Summary Judgment Bid vs T. Heilman DYNAMIC INTERNATIONAL: Panel Taps AlixPartners as Financial Advisor EDWARD RENSI: Kulhanek Buying Downers Grove Property for $890K ELDORADO RESORTS: Moody's Hikes Sr. Sec. Bank Loan Rating to Ba2 ELDORADO RESORTS: S&P Raises Senior Unsecured Notes Rating to 'B' ENERGY XXI: Shareholders Claim Execs Inflated Co.'s Value ENLINK MIDSTREAM: Fitch Rates Proposed Preferred Units 'BB' ENLINK MIDSTREAM: S&P Rates Proposed Series C Preferred Stock 'BB' ERIE STREET: Oct. 18 Auction of Six Chicago Properties ERIE STREET: Stonebridge Buying Chicago Properties for $41.5M EVIO INC: Inks Transfer Agreement with PalliaTech & PhytaTech FAMILY CHILD CARE: Hires Seaman Shinkunas as Accountant FAUSER OIL: Selling All Operating Assets & Oelwein Property for $8M FOSTER ENTERPRISES: Sale of Covina Property for $1.1M Approved GALATIANS ENTERPRISES: U.S. Trustee Unable to Appoint Committee GANDER MOUNTAIN: Sale of Gift Cards Approved GENERAL MOTORS: Fitch to Rate Series A Preferred Stock 'BB+(EXP)' GOODWILL INDUSTRIES: Hires Larson & Zirzow as Counsel GRASS VALLEY: Court Confirms Amended Plan of Reorganization GREAT BASIN: Terminates All 79 Furloughed Workers GREENLIGHT ORGANIC: Hires Garman Turner Gordon as Counsel GREENWAY HEALTH: Loan Price Increase No Impact on Moody's B3 CFR HARTFORD CITY: Warns of Possible Bankruptcy, Asks for State Aid HILTZ WASTE: Hires Verdolino & Lowey as Accountant I.O. METRO: Gilliland Buying Dallas Property Lease for $135K IHEARTCOMMUNICATIONS INC: Extends Notes Private Offers to Sept. 29 IHEARTCOMMUNICATIONS INC: Extends Term Loan Offers to Sept. 29 ISLAND VIEW CROSSING: Hires Stradley Ronon as Litigation Counsel ITUS CORP: Incurs $1.79 Million Net Loss in Third Quarter KNIGHT ENERGY: Hires CBRE Inc. as Real Estate Broker LA PALOMA GENERATING: Allows $150M Credit Bid, Concessions to LNV LADDER CAPITAL: Fitch to Rate $400MM Sr. Unsec. Notes Due 2025 'BB' LAWRENCE D. FROMELIUS: Selling Lisle Property for $235K LEVERETTE TILE: Hires Johnson Pope as Counsel LIL ROCK: Case Summary & 5 Unsecured Creditors LION COPOLYMER: Moody's Assigns B2 Corporate Family Rating LION COPOLYMER: S&P Assigns B+ Corp Credit Rating, Outlook Stable LLOYD M. HUGHES: Hires R. Lloyd and Company as Accountant MANN REALTY: Hearing on Plan Outline Set for Oct. 5 MD2U MANAGEMENT: Hires Kaplan & Partners as Counsel MESOBLAST LIMITED: Director Itescu Acquires A$1M Ordinary Shares MF GLOBAL: Court Won't Overturn Order Requiring Bermuda Arbitration MIDOR PROPERTIES: Hires Fiedler & Company as Accountant MPM HOLDINGS: Proposes Initial Public Offering of Common Stock MUSCLEPHARM CORP: Chairman Drexler Has 46.7% Stake as of Sept. 5 NANSEMOND WHARF: Voluntary Chapter 11 Case Summary NAVISTAR INTERNATIONAL: Will Join 2017 RBC Capital Conference NEBFYNEDYNE 15: Hires Barnhart Firm as Chapter 11 Counsel NORTHERN OIL: BlackRock Has 3% Equity Stake as of Aug. 31 NORTHWEST TERRITORIAL: Trustee Must Cure Defaults Under Hoff Lease NW VALLEY: Court Approves Disclosure Statement, Confirms Plan O2 PARTNERS: Moody's Withdraws B2 Corporate Family Rating ONE HORIZON: Founder Rejoins as CEO to Lead Growth Strategy ORIGINAL SOUPMAN: Court Okays Sale to Gallant Brands ORIGINAL SOUPMAN: Wants to Supplement Record on Asset Sale P.D.L. INC: Has Court's Interim Nod to Use Cash Collateral PACIFIC DRILLING: Lowers Equity Stake in Hyperdynamics to 21% PALADIN BRANDS: Moody's Rates Proposed $215MM Term Loan B3 PAN AMERICAN: Fitch Affirms 'B+' Long-Term FC IDR; Outlook Stable PAPERWORKS INDUSTRIES: Moody's Cuts CFR to Caa3 on High Leverage PAROLE BESTGATE: Hires Jones Lang as Real Estate Broker PEEKAY BOUTIQUES: Bid Procedures Okayed; Oct. 18 Bid Deadline Set PELICAN REAL: Liquidating Trustee Selling TM 25 Pools for $207K PENINSULA AIRWAYS: Creditors' Panel Hires Erik LeRoy as Counsel PERFORMANT BUSINESS: Moody's Withdraws Caa1 Corp. Family Rating PFO GLOBAL: Ch.11 Trustee Hires Rosen Systems as Auctioneer PHARMERICA CORP: S&P Assigns B+ Corp Credit Rating, Outlook Stable PILGRIM'S PRIDE: S&P Rates New Senior Unsecured Notes 'BB-' PNEUMA INTERNATIONAL: Supplements Bid to Use Cash Collateral POSTO 9 PROPERTIES: Hires Jennis Law as Counsel PRECIPIO INC: Intends to Focus on Executing Vision PREMIER MARINE: Hires Shumaker & Sieffert as Special Counsel PRO-TECH AUTO: Hires Deitz Shields & Freeburger as Attorneys PUMAS CAB: Hires Wisdom Professional as Accountant QUEST SOLUTION: Inks Consulting Agreement With Former CEO's Firm QUINTILES IMS: Moody's Rates Proposed $500MM Sr. Euro Notes Ba3 QUINTILES IMS: S&P Rates New EUR420MM Senior Unsecured Notes 'BB+' QUIZHPI CAB: Hires Wisdom Professional as Accountant RACKSPACE HOSTING: Moody's Puts B1 CFR on Review for Downgrade RACKSPACE HOSTING: S&P Places 'BB' CCR on CreditWatch Negative RADIAN GROUP: S&P Hikes Long-Term CCR to 'BB+', Outlook Stable RANCHO ARROYO: Econn Trust Buying Santa Barbara Property for $7M RASOUL AGHADAVOUDI: U.S. Trustee Forms 2-Member Committee RICHARD SOLBERG: Toth Estate Buying Roseau Farm Estate for $375K ROCKLINE VAC SYSTEMS: Hires Van Horn Law as Counsel RUE21 INC: Hires Ernst & Young as Accounting Advisor SABLE PERMIAN: S&P Raises CCR to 'CCC+' on Improved Credit Metrics SANCTUARY CARE: Facility in Good Order, PCO Reports SCOTT SWIMMING: Can Use Cash Collateral for September 2017 Expenses SE PROFESSIONALS: May Use Cash Collateral Through Oct. 7 SEANERGY MARITIME: Regains Compliance with Nasdaq Bid Price Rule SERGEY POYMANOV: Ch 15 Receiver Wants Lawsuit Against Co. Stayed SHIRAZ HOLDINGS: Hires Main Source as Real Estate Broker SIMPLE HVAC: U.S. Trustee Unable to Appoint Committee SOUTHWESTERN ENERGY: Fitch Rates $1.15BB Sr. Unsec. Notes 'BB/RR4' SOUTHWESTERN ENERGY: Moody's Rates New $1.15BB Sr. Unsec. Notes B1 SPANISH ISLES: Trustee Hires Tripp Scott as Collections Counsel SPRUILL'S PROPERTIES: Hires Rochelle D. Stanton as Counsel STEVE PATTERSON: Hires Robert O Lampl as Bankruptcy Counsel STOLLINGS TRUCKING: Selling 2005 Caterpillar Bulldozer for $45K STOP ALARMS: Court Reinstates Third Interim Cash Collateral Order STUDIO TWENTYEIGHT: Hires Accounting Management as Bookkeeper STUDIO TWENTYEIGHT: U.S. Trustee Unable to Appoint Committee SULLIVAN VINEYARDS: Trustee Hires Duane Morris as Counsel SULLIVAN VINEYARDS: Trustee Hires Kokjer Pierotti as Accountant SUN PROPERTY: Court Denies Approval of Disclosure Statement SUSTAINABLE AQUACULTURE: Sets Bidding Procedures for All Assets TARENTUM BOROUGH: S&P Cuts GO Rating to 'BB+' on Fragile Liquidity TDR TRUST: Hires David W. Steen as Counsel TELEXFREE LLC: Trustee Hires Moecker Realty as Real Estate Broker TEMPLE UNIVERSITY: Moody's Rates Proposed $247.3MM Rev. Bonds Ba1 TERRAFORM POWER: Moody's Puts B3 CFR on Review for Upgrade TERRAVIA HOLDINGS: Gets Final Court OK on $10M Bankr. Financing THINK4INC: Bank Does Not Consent to Use of Cash Collateral TRAVERSE MIDSTREAM: Moody's Assigns 'B1' Corp. Family Rating TRAVERSE MIDSTREAM: S&P Assigns B+ CCR, Outlook Stable TRIMAS CORP: Moody's Rates $300MM Senior Unsecured Notes B1 TRIMAS CORP: S&P Assigns B+ Rating to New $300MM Sr. Unsec. Notes TTM TECHNOLOGIES: Moody's Rates Proposed $375MM Unsecured Bonds B2 TTM TECHNOLOGIES: S&P Rates New $375MM Unsec. Notes 'BB' TUSCANY ENERGY: Allowed to Continue Using Cash Collateral US FARATHANE: S&P Retains 'B' 1st Lien Loan Rating on $50MM Add-On VALHALLA MINING: Hires Robert O Lampl as Bankruptcy Counsel VINCENT WALCH: CNB Bank Seeks Appointment of Ch. 11 Trustee VIRGIN ISLANDS PFA: S&P Puts 'CCC+' Ratings on Bonds on Watch Neg. W&T OFFSHORE: Franklin Resources Has 16.4% Equity Stake at Aug. 31 WE'RE STEAMED: Seeks to Hire For We Sell Restaurants as Broker WESTMORELAND RESOURCE: Extends Services Agreement with GP to 2018 WHOLELIFE PROPERTIES: Trustee Hires Sherman & Yaquinto as Counsel WHOLELIFE PROPERTIES: Trustee Taps Real Estate Brokers WOMEN AND BIRTH: US Trustee Names Julia D. Kyte as PCO WTE S&S AG: Hearing on Plan Outline Set for Oct. 3 WTE S&S AG: May Use State Bank's Cash Collateral Through Oct. 31 ZARUI ADJIAN: Selling Los Angeles Property ********* 21ST CENTURY ONCOLOGY: NJ Unit Can Exit HMSO Joint Venture ---------------------------------------------------------- BankruptcyData.com reported that the U.S. Bankruptcy Court approved 21st Century Oncology Holdings' motion seeking entry of an order authorizing the Debtors to enter into an unwind agreement by and between Debtor 21st Century Oncology of New Jersey (21C) and non-debtor Health Management Services Organization (HMSO). According to documents filed with the Court, "Over the last twelve months, the Joint Venture has operated at a loss of approximately $1.3 million in the aggregate. Additionally, on April 29, 2017, one of the Joint Venture's two full-time oncologists terminated his employment. The second full-time oncologist's employment will terminate as of August 25, 2017. As a result, the Joint Venture will have no full-time doctors on staff by the end of the month. The Joint Venture's losses have been so severe that the Joint Venture has effectively shuttered the Voorhees Office and Hammonton Office. In light of the foregoing, 21C now desires to exit the Joint Venture pursuant to the Unwind Agreement. The Debtors seek authority to enter into the Unwind Agreement, which seeks to, among other things, terminate the MSA, dissolve the Joint Venture, distribute the Joint Venture's assets, and pay off the Joint Venture's debts. Specifically, the Unwind Agreement provides that: 21C will cease paying management fees to the Joint Venture pursuant the MSA upon execution of the Unwind Agreement; HMSO will make a one-time payment to the Joint Venture of $150,000 (the 'HMSO Payment')." About 21st Century Oncology 21st Century Oncology Holdings, Inc., is a global provider of integrated cancer care services. As of March 31, 2017, the company operated 179 treatment centers, including 143 centers located in 17 U.S. states and 36 centers located in seven countries in Latin America. 21st Century and 59 U.S. affiliates filed Chapter 11 petitions under the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 17-22770) on May 25, 2017. At the time of the filing, the Debtors estimated their assets and debt at $1 billion to $10 billion. The cases are pending before the Hon. Judge Robert D. Drain. Lorenzo Marinuzzi, Esq., at Morrison & Foerster LLP, serves as the Debtors' bankruptcy counsel. Kurtzman Carson Consultants LLC is the Debtors' claims and noticing agent. On June 8, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The Committee retained Morrison & Foerster LLP as counsel and Berkeley Research Group, LLC, and financial advisor. 21ST CENTURY ONCOLOGY: Wants Plan Filing Deadline Moved to Jan. 20 ------------------------------------------------------------------ BankruptcyData.com reported that 21st Century Oncology Holdings filed with the U.S. Bankruptcy Court a motion to extend the exclusive period during which the Company can file a Chapter 11 plan and solicit acceptances thereof through and including January 20, 2018 and March 21, 2018, respectively. The motion explains, "Less than four months from the Petition Date, the Debtors have made substantial progress towards achieving their restructuring goals and taking the steps necessary to implement the restructuring transactions contemplated by that certain Restructuring Support Agreement, dated May 25, 2015 . . . . Indeed, in compliance with the milestones set forth in the RSA, on July 14, 2017, the Debtors' filed a plan of reorganization (the 'Plan') and on August 13, 2017 the Debtors' filed the related disclosure statement (the 'Disclosure Statement'). The hearing on the adequacy of the Debtors' Disclosure Statement that embodies the Debtors' restructuring transactions is scheduled to take place on Sept. 19, 2017. Despite having already filed a Plan, the Debtors believe it is prudent to seek an extension of the Exclusivity Periods in order to preserve their exclusive ability to file and solicit a new plan of reorganization, should unforeseen issues arise with respect to the confirmation of the Plan." The Court scheduled a September 19, 2017 hearing to consider the motion, with objections due by September 16, 2017, according to BankruptcyData. About 21st Century Oncology 21st Century Oncology Holdings, Inc., is a global provider of integrated cancer care services. As of March 31, 2017, the company operated 179 treatment centers, including 143 centers located in 17 U.S. states and 36 centers located in seven countries in Latin America. 21st Century and 59 U.S. affiliates filed Chapter 11 petitions under the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 17-22770) on May 25, 2017. At the time of the filing, the Debtors estimated their assets and debt at $1 billion to $10 billion. The cases are pending before the Hon. Judge Robert D. Drain. Lorenzo Marinuzzi, Esq., at Morrison & Foerster LLP, serves as the Debtors' bankruptcy counsel. Kurtzman Carson Consultants LLC is the Debtors' claims and noticing agent. On June 8, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The Committee has tapped Morrison & Foerster LLP as counsel and Berkeley Research Group, LLC, and financial advisor. 74 FIFTH AVE MARKET: Hires Pick & Zabicki as Counsel ---------------------------------------------------- 74 Fifth Ave Market Corp., d/b/a Valent & Cook, New Valentino Market and Blue Velvet, seeks authority from the U.S. Bankruptcy Court for the Southern District of New York to employ Pick & Zabicki LLP, as Chapter 11 counsel to the Debtor. 74 Fifth Ave requires Pick & Zabicki to: a. advise the Debtor with respect to its rights and duties as a debtor-in-possession; b. assist and advise the Debtor in the preparation of its financial statements, schedules of assets and liabilities, statement of financial affairs and other reports and documentation required pursuant to the Bankruptcy Code and the Bankruptcy Rules; c. represent the Debtor at all hearings and other proceedings relating to its affairs as a Chapter 11 Debtor; d. prosecute and defend litigated matters that may arise during the Chapter 11 case; e. assist the Debtor in the formulation and negotiation of a plan of reorganization and all related transactions; f. assist the Debtor in analyzing the claims of creditors and in negotiating with such creditors; g. prepare any and all necessary motions, applications, answers, orders, reports and papers in connection with the administration and prosecution of the Debtor's Chapter 11 case; and h. perform such other legal services as may be required and deemed to be in the interest of the Debtor in accordance with its powers and duties as set forth in the Bankruptcy Code. Pick & Zabicki will be paid at these hourly rates: Partners $350-$425 Associates $250 Paraprofessionals $125 Pick & Zabicki received a $17,500 retainer, plus $2,500 for expenses and filing fee from New Blue Flower Gourmet Corp. Douglas J. Pick, member of Pick & Zabicki 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. Pick & Zabicki can be reached at: Douglas J. Pick, Esq. PICK & ZABICKI LLP 369 Lexington Avenue, 12th Floor New York, NY 10017 Tel: (212) 695-6000 E-mail: dpick@picklaw.net About 74 Fifth Ave Market Corp. 74 Fifth Ave Market Corp., filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 17-12321) on August 22, 2017, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Douglas J. Pick, Esq., at Pick & Zabicki LLP. ACADIANA MANAGEMENT: Patient Care Quality Maintained in Wichita --------------------------------------------------------------- Susan N. Goodman, the patient care ombudsman for Acadiana Management Group, LLC, filed with the U.S. Bankruptcy Court for the Western District of Louisiana a first interim report of her evaluation regarding the quality of patient care provided at AMG Specialty Hospital -- Wichita. The PCO did not observe care decline and is comfortable with a maximum 60-day interval between site visits and reports. Clinical care staff on the date of PCO's was 100% licensed nurses, doing primary care nursing without certified nursing assistants. Patient to nurse ratios was within the staffing matrix requirements. A unit clerk secretary was also noted. Clinical staff denied supply concerns. The physical therapist was an integral part of the clinical team, working closely with the wound team, nursing, and her occupational therapist counterpart. Wichita therapy staff are directly employed (versus contracted) with the PT, in particular, having a great deal of history providing services at this location. The PT assisted care staff when needed, with the PCO noting her assistance to a patient who quickly required a bedpan. The PT gym was noted to be clean with the necessary equipment, and the team member denied issues related to supplies. In addition to the ID physician, the PCO interviewed the internist/pulmonologist/critical care medicine physician supporting Wichita. He denied staffing or supply concerns post-bankruptcy. Patient interviews were positive- paying specific compliments to clinical, wound, physician, and environmental services staff. Food, services provided by a contracted third-party, was described by some as very good and others as okay. The registered dietician was interviewed with nutrition supplies reviewed. No concerns were noted. The PCO reviewed quality dashboard data with the quality/infection control team member and the Chief Clinical Officer. Ongoing operational plans to improve on data metrics falling below benchmark goals were discussed. No metrics appearing attributable to the reorganization process were seen. The PCO will continue to engage with the quality, lead RT, and CCO team in the interval between site visits. PCO is comfortable with a 60-day visit/reporting schedule so long as key personnel such as the CCO, lead respiratory therapist, quality, therapy, wound nurse, and key clinician team members remain in place. A full-text copy of the PCO's First Interim Report -- Wichita dated Sept. 1, 2017, is available at: http://bankrupt.com/misc/lawb17-50799-276.pdf About Acadiana Management Acadiana Management and several affiliates sought Chapter 11 bankruptcy protection (Bankr. W.D. La. Lead Case No. 17-50799) on June 23, 2017. The petitions were signed by August J. Rantz, IV, president. Acadiana Management estimated assets of less than $50,000 and debt at $50 million and $100 million. Judge Robert Summerhays presides over the cases. Gold, Weems, Bruser, Sues & Rundell, serves as the Debtors' bankruptcy counsel. On July 28, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Susan Goodman was appointed as patient care ombudsman. ACADIANA MANAGEMENT: PCO to Monitor Staff Turnover in Edmond/Mercy ------------------------------------------------------------------ Susan N. Goodman, the patient care ombudsman for Acadiana Management Group, LLC, submits her first interim report with regard to the quality of patient care provided at AMG Specialty Hospital -- Edmond and Mercy/OKC. The two facilities located in the greater Oklahoma City Metropolitan Area function under one LTAC license with 19 licensed beds at the Edmond Facility and 18 beds at the facility located inside Mercy Hospital in Oklahoma City. The two facilities are approximately 13 apart. Leadership and other key staff members, including but not limited to quality, infection control, dietary, therapy, and facilities/maintenance, cover both facilities. In the Edmond facility, the PCO notes that she did not observe patient care decline. The PCO's main concern at this location is facility-related -- lack of air conditioning in the entire central area where nurses and clinicians work and significant plumbing issues that involve the kitchen, where drain back up could stop food preparation for both the LTAC and the skilled nursing facility that rents half of the Edmond building. The PCO met with the quality nurse at Edmond and reviewed summary quality and infection control data for both facilities. Those metrics falling below metric were reviewed and discussed with particularity. No concerns suggesting a decline in patient quality pursuant to the bankruptcy were identified. The PCO also interviewed three physicians at Edmond and observed patient and staff interaction with these team members. All denied concerns related to staffing, equipment, or supplies post-bankruptcy. In the Mercy site, the staff reported recent, increased low census shift cancellations, and many expressed significant concerns regarding the combination of these hour/pay reductions with the perceived added bankruptcy uncertainty. Further, others reported that a team member researched bankruptcy success rates online and reported that this rate was only 7-11% overall. Given these various dynamics, the PCO was not surprised that Mercy reported losing several nurses since the bankruptcy filing. Yet, staff coverage continues with core staff with agency staff usage denied. The PCO will continue to monitor census, shift cancellations, and staffing turnover as a strain metric. Mercy provides its own in-house pharmacy. The PCO interacted with the pharmacist and pharmacy technician on site. Both denied any bankruptcy-driven supply shortages. Equipment issues were also denied. At least one vendor change, related to bankruptcy issues, was described without adverse patient impact. No concerns were noted. While neither facility demonstrated patient care decline as contemplated by the bankruptcy code, the PCO will monitor staff call-ins and turnover given the uncertainty and nervousness reported by clinical staff. While Edmond has less staff reporting these sorts of concerns, the lack of timely HVAC repair to the nursing area was interpreted by some as an ominous sign regarding continued operation. The PCO will work to understand the anticipated timeline for HVAC replacement to this area. Should staffing remain stable with remote monitoring, the PCO is comfortable with a 60-day interim to the next site visit. A full-text copy of the PCO's First Interim Report -- Edmond/Mercy OKC dated Sept. 1, 2017, is available at: http://bankrupt.com/misc/lawb17-50799-275.pdf About Acadiana Management Acadiana Management and several affiliates sought Chapter 11 bankruptcy protection (Bankr. W.D. La. Lead Case No. 17-50799) on June 23, 2017. The petitions were signed by August J. Rantz, IV, president. Acadiana Management estimated assets of less than $50,000 and debt at $50 million and $100 million. Judge Robert Summerhays presides over the cases. Gold, Weems, Bruser, Sues & Rundell, serves as the Debtors' bankruptcy counsel. On July 28, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Susan Goodman was appointed as patient care ombudsman. ACADIANA MANAGEMENT: Quality Metrics to be Monitored in Tulsa ------------------------------------------------------------- Susan N. Goodman, the appointed patient care ombudsman for Acadiana Management Group, LLC, filed with the U.S. Bankruptcy Court for the Western District of Louisiana a first interim report detailing site visit review, observations, and analyses of the Debtor's operations at AMG Specialty Hospital in Tulsa. The PCO did not observe patient care decline attributed to the bankruptcy process. The PCO will perform an unscheduled site visit in approximately 60-days so long as census, staffing, and quality metrics remain stable in the interim remote monitoring period. The leadership team is relatively new to their current roles with the former Chief Clinical Officer promoting to the CEO role and a former charge nurse promoting to the CCO role. The lead Respiratory Therapist began around the same time as the current CCO. The PCO interacted with leadership, licensed nursing, therapy, respiratory, wound, environmental services, health information management, quality, human resources, facility, supply, pharmacy, admissions/liaison, and case management team members. Of note, all therapy modalities are contracted through a single third-party agreement. The central supply area of the facility is on the 28th floor. The supply technician denied supply shortages attributable to the bankruptcy process. Nutrition supplies are kept separately and managed by the registered dietician. This RD has developed a Dietary Audit Form that facilitates patient status monitoring. Like the other AMG facilities, Tulsa is moving to a new vendor for nutrition product support, a move that was reported as unrelated to the bankruptcy. The RD provided documentation of monthly food service vendor safety and sanitation audits along with test tray and self-audit monthly documentation. No concerns noted with what appeared to be best practice record-keeping for this area. The PCO reports that quality data was reviewed with the team member covering the area with a focus on dashboard data that was trending below benchmark goals. Changes in data trends that could reasonably be attributed to the bankruptcy process were not seen. The PCO will engage remotely with some of the team members to monitor quality, staffing, and patient survey metrics. PCO is comfortable engaging in an unscheduled site visit in 60 days to further evaluate the Tulsa facility. A full-text copy of the PCO’s First Interim Report dated Sept. 1, 2017, is available at: http://bankrupt.com/misc/lawb17-50799-277.pdf About Acadiana Management Acadiana Management and several affiliates sought Chapter 11 bankruptcy protection (Bankr. W.D. La. Lead Case No. 17-50799) on June 23, 2017. The petitions were signed by August J. Rantz, IV, president. Acadiana Management estimated assets of less than $50,000 and debt at $50 million and $100 million. Judge Robert Summerhays presides over the cases. Gold, Weems, Bruser, Sues & Rundell, serves as the Debtors' bankruptcy counsel. On July 28, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Susan Goodman was appointed as patient care ombudsman. ADAM STUMP: Sets Procedures for Romney Property ----------------------------------------------- Adam V. Stump, Sr. and Zanna K. Stump ask the U.S. Bankruptcy Court for the Northern District of Virginia to authorize them to authorize the sale of real property located at 369 South Branch River Road, South Branch River Road (total 708 Acres), South Branch River Road (47 Acres), Romney, West Virginia free and clear of all liens and encumbrances by auction. There are multiple parcels of real estate, together with all improvements, equipment, furnishings, fixtures, inventory, etc, located thereon, to be sold. The parcels of Property are: (i) Map 17, Parcel 1.2: 180 Acres; (ii) Map 18, Parcel 44.4: 297 Acres; (iii) Map 18, Parcel 44: 233 Acres; (iv) Map 13, Parcel 6: 44 Acres; and (v) Map 13, Parcel 4: 3 Acres. The Bidders of the Property will offer to pay via written bid sheet, with 10% down and no monies being financed by the Debtors, to be offered individually or together as determined by the Realtor. AG Realty Partners by Mike Matlat, being approved by the Court at act as realtor for the Debtor, were instrumental in soliciting Riverside Mulch offers, in a related bankruptcy, after marketing, and will request approval of the commission due, together with expenses through closing. The Debtors move that said proposed sale is expressly was subject to the filing of objections thereto by parties in interest or the receipt of higher and better offers by 5:00 p.m. on Sept. 29, 2017 to be further established in the Notice. Further, as also detailed in the proposed form of Notice, pursuant to the Bidding Procedures therein contained, the Court is asked to enter its Order granting the preliminary procedural relief requested in the Sale Motion and scheduling the Sale Hearing on Oct. 19, 2017 at 1:30 p.m. on approval of the remaining relief requested in the Sale Motion including consideration of any objections thereto or higher and better offers for the purchase of the Property. It is provided that, as contemplated in the Bidding Procedures, in the event of the receipt by the Debtors of any higher and better offers for the purchase of the Property, the Debtors, acting through Realtor, would conduct an auction between any competing qualified bidders immediately prior to said hearing outside the Courthouse at 1:00 p.m. on that same date. The sale proceeds will be disbursed as follows: first, to Realtor in payment of real estate sales commission; second, to all usual and ordinary, reasonable and necessary costs and expenses of Closing (including but not limited to real estate taxes and tax liens); third, to the payment to Bank, First United (as directed by their respective counsel) upon the indebtedness secured by the liens of said secured creditor upon the Property; and fourth, the remainder, if any, of said sale proceeds, payable to the Debtor's counsel in trust for the benefit of any claims of entitled creditors and parties in interest, whether pursuant to any confirmed plan, or if no plan be confirmed, as the Court may further order after notice and hearing. A copy of the Notice and Bidding Procedures Outline attached to the Motion is available for free at: http://bankrupt.com/misc/Adam_Stump_21_Sales.pdf Adam V. Stump, Sr., and Zanna K. Stump sought Chapter 11 protection (Bankr. N.D. W.Va. Case No. 17-00746) on July 24, 2017. The Debtors tapped John F. Wiley, Esq., at J. Frederick Wiley, PLC, as counsel. They also won approval to tap AG Realty Partners as realtor. AIAD SAMUEL: Trustee Selling Mall Personal Property by Auction -------------------------------------------------------------- Scott M. Sackett, the duly-appointed Chapter 11 trustee in the bankruptcy case of Aiad and Hoda Samuel, asks the U.S. Bankruptcy Court Eastern District of California to authorize the sale of personal property located at the shopping center at 944, 946, and 970-998 Oak Lane, Rio Linda, California by public auction to be conducted by Tranzon Asset Strategies. A hearing on the Motion is set for Sept. 25, 2017 at 10:00 a.m. On April 6, 2017, the Court approved the substantive consolidation of the Rio Linda Center into the Debtors' bankruptcy Estate. The Rio Linda Center has been listed for sale at $2.5 million since before it was substantively consolidated into their bankruptcy Estate. On June 6, 2017, the Court entered its order authorizing the employment of Cushman & Wakefield of California, Inc. to market the Rio Linda Center on behalf of the Estate. As discussed in the Trustee's recent Motion to Approve Repairs to Rio Linda Center and Use of Cash Collateral, certain water damage has occurred at the Rio Linda Center, and the Trustee intends to use insurance proceeds to restore and repair the property so that the property may be sold in a timely manner. The Debtors' assets include the Personal Property that is located at the Rio Linda Center, which includes: (i) inventory from the Debtors' former 98 Cent Store consisting of general "dime store" type merchandise; (ii) kitchen equipment from grocery store delicatessen operations; (iii) construction materials; (iv) office equipment including copiers and computers; (v) shelving for retail store and grocery store sales display; (vi) refrigeration units for grocery store sales display; and (vii) grocery store garbage bailer. An Employment Application to approve the employment of the proposed Auctioneer is being filed concurrently with the Motion. The Trustee requested that the Auctioneer inspect the Personal Property. Based upon that inspection and a proposal submitted by the Auctioneer, the Trustee is informed and believes that the anticipated gross recovery on the Personal Property will be $20,000 to $30,000. The sale will be by public online auction following a period of advertising, which will include newspaper and internet advertisements, e-mail distributions, telemarketing, and a toll-free auction hotline. The sale is anticipated to occur on Sept. 28, 2017. The Debtors' Schedule B and Amended Schedule B indicate an interest in the following business-related property only: Desk, table, chairs, cleaning equipment, hand and power tools, with a total listed value of $100. They did not list an interest in machinery, fixtures, equipment, tools of the trade, or inventory. The Trustee has reached out the Debtors to inquire whether they would purchase the Personal Property located at the Rio Linda Center. The Debtors have not responded to that inquiry. Therefore, the Trustee does not believe that the Debtors have any interest in retaining the Personal Property. The Trustee is unaware of any potential interests, liens, or encumbrances against the Personal Property. To the extent that the USA's Judgment Lien extends to the Personal Property, the Trustee expects that the USA will consent to the sale of the Personal Property free and clear of its lien. If the Court approves the Motion, the Trustee intends to sell the Personal Property at an online auction to be conducted at the Auctioneer's Web site, http://www.tranzon.com/, with bidding open for a specific period of time. The Trustee intends to accept the highest reasonable bids. The property will be sold on an "as is" basis without any warranty. The prospective buyers will have the opportunity to inspect the Personal Property on specific days leading up to the auction. After the sale, the buyers will schedule an appointment during a limited removal period, where removal of the property will be supervised by Auctioneer staff. The funds from the sales will be deposited into a trust account specifically for sale revenues. Within 30 days following the sale, the Auctioneer will provide a comprehensive sale report and payment of the net auction proceeds to the Trustee. The Auctioneer will be compensated through a Buyer's Premium, to be paid by the ultimate buyer(s) of the property, and not through sale proceeds. The Auctioneer will charge and retain a Buyer's Premium of 15% on all items sold live, assessed directly to the buyers. All merchant fees for credit card processing will be paid from the Buyer's Premium. A surcharge will be added for all online bidders, which will cover the expense of the online bidding fees. The Trustee will pay the Auctioneer's expenses out of the sale proceeds. Such will include actual expenses for labor (not to exceed $4,500), marketing (not to exceed $2,500), and for other miscellaneous expenses (including bonds, moving, storage, etc.) billed at cost. The Trustee believes that the sale of the Personal Property is necessary and beneficial to the Estate, as such sale will bring funds to the Estate, and the property's removal is necessary to facilitate the Trustee's repairs to the Rio Linda Center and preparation of the center for sale. He believes that there is equity in the Personal Property, and that a sale of the property at public auction will be the best method of liquidating it for the benefit of the Estate. Accordingly, he asks that the Court approve the relief requested. The Trustee asks that the Court waives the 14-day stay that Federal Rule of Bankruptcy Procedure 6004(h) provides, so that he may timely embark upon the sale of the Personal Property as part of his effort to clear out, repair, and otherwise prepare the Rio Linda Center for sale. About the Samuels Aiad Samuel and Hoda Samuel filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Cal. Case No. 16-21585) on March 15, 2016. The Debtors' principal business enterprise is real estate management and leasing. On May 10, 2016, the Court approved the appointment of Scott M. Sackett as the Chapter 11 Trustee for the Debtors' Estate. Attorneys for the Chapter 11 Trustee: Donald W. Fitzgerald Jason E. Rios, Esq. FELDERSTEIN FITZGERALD WILLOUGHBY & PASCUZZI LLP 400 Capitol Mall, Suite 1750 Sacramento, CA 95814 Telephone: (916) 329-7400 Facsimile: (916) 329-7435 E-mail: dfitzgerald@ffwplaw.com jrios@ffwplaw.com ALABAMA PARTNERS: Hires Advanced Restaurant Sales as Broker ----------------------------------------------------------- Alabama Partners, LLC and its Debtor-affiliates seek authorization from the U.S. Bankruptcy Court for the Northern District of Alabama to employ Advanced Restaurant Sales as sales broker, nunc pro tunc to August 11, 2017. The Debtors operate 12 Rally's hamburger locations in Alabama and 8 Little Caesars Pizza locations in Maryland. The Debtors require Advanced Restaurant Sales to assist them in marketing and selling 12 Rally's hamburger locations in Alabama and 8 Little Caesars Pizza locations in Maryland; and provide all other services which may be necessary. Advanced Restaurant Sales will receive a commission equal to 4% of the gross purchase price. Rob Hunziker, Sr., founder/owner Advanced Restaurant Sales, 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. Advanced Restaurant Sales may be reached at: Rob Hunziker, Sr. Advanced Restaurant Sales 111 Village Parkway Bldg, Suite 2 Marietta, GA 30067 Tel: 678.229-2384 Fax: 678.229-2385 E-mail: rhunziker@arsales.biz About Alabama Partners Alabama Partners, LLC; BamaChex, Inc.; Maryland LC Ventures, LLC; Maryland Pizza, Inc.; PG County Partners, LLC; and PG County Pizza, Inc. filed separate Chapter 11 petitions (Bankr. N.D. Ala. Case Nos. 17-03469, 17-03471, 17-03472, 17-03473, 17-03474, and 17-03475, respectively), on August 11, 2017. The Debtors are a series of related and affiliated companies that operate in the fast food restaurant business. Alabama Partners operates a series of Rally' hamburger restaurants in the Birmingham, Alabama metropolitan area. Affiliate Maryland LC Ventures, LLC is a holding company for the operating entity Maryland Pizza, LLC; and PG County Partners, LLC is the holding company for the operating entity PG County Pizza, Inc. Each of the holding companies owns four Little Ceasars Pizza franchises in Maryland. Each of the six Debtors are jointly owned and controlled by the same equity partners or shareholders. Alabama Partners is a holding company for the operating entity BamaChex, Inc. Debtor BamaChex previously sought bankruptcy protection (Bankr. N.D. Ala. Case No. 11-04020) on Aug. 11, 2011. The bankruptcy petitions were signed by Mark Williams, chief operating officer. The Debtors are represented by Scott R. Williams, Esq., Robert H. Adams, Esq., and Frederick D. Clarke, Esq. at Rumberger, Kirk & Caldwell, P.C. At the time of filing, the Debtors had estimated both assets and liabilities between $1 million to $10 million. ALABAMA PARTNERS: Hires Rumberger Kirk & Caldwell as Counsel ------------------------------------------------------------ Alabama Partners, LLC and its Debtor-affiliates seek authorization from the U.S. Bankruptcy Court for the Northern District of Alabama to employ Rumberger, Kirk & Caldwell, PC as counsel for the Debtors-in-Possession, nunc pro tunc to August 11, 2017. The Debtors require Rumberger to: a. give the Debtors legal advice with respect to its powers and duties as Debtor-in-Possession; b. negotiate and formulate a plan of reorganization under Chapter 11 which will be acceptable to its creditors; c. deal with secured lien claimants regarding arrangements for payment of their debt and/or contest the validity of same; d. prepare the necessary petition, answers, orders, reports and other legal papers; and e. provide other services which may be necessary. Rumberger lawyers and paralegals who will work on the Debtors' cases and their hourly rates are: R. Scott Williams $400 Robert H. Adams $400 Frederick D. Clarke $165 Paralegals $125 Rumberger will receive a retainer of $24,563.10. R. Scott Williams, Esq., a partner of Rumberger, Kirk & Caldwell, PC, 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. Rumberger may be reached at: R. Scott Williams, Esq. Rumberger, Kirk & Caldwell, PC 1300 Park Place Tower 2001 Park Place North Birmingham, AL 35203 Tel: (205) 572-4926 Fax: (205) 326-6786 E-mail: swilliams@rumberger.com About Alabama Partners Alabama Partners, LLC; BamaChex, Inc.; Maryland LC Ventures, LLC; Maryland Pizza, Inc.; PG County Partners, LLC; and PG County Pizza, Inc. filed separate Chapter 11 petitions (Bankr. N.D. Ala. Case Nos. 17-03469, 17-03471, 17-03472, 17-03473, 17-03474, and 17-03475, respectively), on August 11, 2017. The Debtors are a series of related and affiliated companies that operate in the fast food restaurant business. Alabama Partners operates a series of Rally' hamburger restaurants in the Birmingham, Alabama metropolitan area. Affiliate Maryland LC Ventures, LLC is a holding company for the operating entity Maryland Pizza, LLC; and PG County Partners, LLC is the holding company for the operating entity PG County Pizza, Inc. Each of the holding companies owns four Little Ceasars Pizza franchises in Maryland. Each of the six Debtors are jointly owned and controlled by the same equity partners or shareholders. Alabama Partners is a holding company for the operating entity BamaChex, Inc. Debtor BamaChex previously sought bankruptcy protection (Bankr. N.D. Ala. Case No. 11-04020) on Aug. 11, 2011. The bankruptcy petitions were signed by Mark Williams, chief operating officer. The Debtors are represented by Scott R. Williams, Esq., Robert H. Adams, Esq., and Frederick D. Clarke, Esq. at Rumberger, Kirk & Caldwell, P.C. At the time of filing, the Debtors had estimated both assets and liabilities between $1 million to $10 million. ALABAMA PARTNERS: Sets Bidding Procedures of All Assets ------------------------------------------------------- Alabama Partners, LLC, and BamaChex, Inc., ask the U.S. Bankruptcy Court for the Northern District of Alabama to authorize bidding procedures in connection with the sale of substantially all their respective assets, including their respective personal property, real property, permits, executory contracts and unexpired leases used in the operation of the Alabama Debtors' Checkers restaurant, by auction. Prior to the Petition Date, the Alabama Debtors engaged in a substantive effort to market the Checkers Assets. They have determined that a sale of substantially all of the Alabama Debtors' Checkers Assets is in the best interest of the Alabama Debtors' estates and creditors and that it is also in the best interest of their respective estates and all creditors to solicit competing bids and conduct an Auction of the Checkers Assets. The Alabama Debtors ask authority to auction and sell the Checkers Assets free and clear of all pledges, liens, security interests, encumbrances, claims, charges, options and interests thereon and there against. To appropriately evaluate competing bids and ensure an orderly Auction process, it is necessary to establish certain uniform sale and bidding procedures. In this regard, they intend to deliver the Sale Notice, as approved by the Court, of the proposed Bidding Terms and Conditions (the "Sale Notice") to all parties who are known to have expressed an interest in the Checkers Assets or who the Alabama Debtors otherwise believe may have an interest in a potential transaction. The salient terms of the Bidding Procedures are: a. Bid Deadline: Oct. 13, 2017 b. Qualified Bid Deposit: $100,000 c. Break-Up Fee: $25,000 d. Auction: Oct. 18, 2017, beginning at 10:00 a.m. (PCT), at the offices of Rumberger, Kirk & Caldwell, Renasant Place, Suite 1300, 2001 Park Place North, Birmingham, Alabama. e. Initial Bid: The Alabama Debtors will commence the Auction with the Stalking Horse Bid as the initial bid. f. Incremental Bid Amount: $25,000 g. Objection Deadline: Two business days prior to the date of the Sale Hearing The Alabama Debtors ask that the Court, for the benefit of the Alabama Debtors' estates, waives any and all transfer taxes, recordation fees, or similar amounts as part of the sale. The completion of the Proposed Sale will be subject to the contingencies set forth in the APA. They ask that they'd be authorized to assume and assign the Assumed Contracts. The Alabama Debtors need to consummate a sale as soon as possible in order to have the ability to propose a Plan of Liquidation as expeditiously as possible. They propose that any party with an objection to the Motion or the Proposed Sale will submit said objections to the Alabama Debtors and the Court no later than the Objection Deadline. They further ask that the 14-day stay provided by Federal Rule of Bankruptcy Procedure, Rules 6004(g) and 6006(d) be expressly waived by the Court in any order approving the Motion, the Proposed Sale or an Alternative Proposal, time being of the essence. About Alabama Partners Alabama Partners, LLC, is a holding company for the operating entity BamaChex, Inc. These Debtors operate a series of Rally' hamburger restaurants in the Birmingham, Alabama metropolitan area. Maryland LC Ventures, LLC is a holding company for the operating entity Maryland Pizza, LLC; and PG County Partners, LLC is the holding company for the operating entity PG County Pizza, Inc. Each of the holding companies owns four Little Ceasars Pizza franchises in Maryland. Each of the six debtors are jointly owned and controlled by the same equity partners or shareholders. The Debtors are a series of related and affiliated companies that operate in the fast food restaurant business. BamaChex, Inc., previously sought bankruptcy protection (Bankr. N.D. Ala. Case No. 11-04020) on Aug. 11, 2011. Alabama Partners, LLC; BamaChex, Inc.; Maryland LC Ventures, LLC; Maryland Pizza, Inc.; PG County Partners, LLC; and PG County Pizza, Inc. each filed their respective Chapter 11 petition (Bankr. N.D. Ala. Case Nos. 17-03469, 17-03471, 17-03472, 17-03473, 17-03474, and 17-03475, respectively) on Aug. 11, 2017. The petitions were signed by Mark Williams, chief operating officer. The Debtors are represented by Scott R. Williams, Esq., Robert H. Adams, Esq., and Frederick D. Clarke, Esq. at Rumberger, Kirk & Caldwell, P.C. At the time of filing, the Debtors estimated assets and liabilities between $1 million and $10 million. ALLEN CONSTRUCTION: Patriot Bank Wants to Prohibit Cash Use ----------------------------------------------------------- Patriot Bank asks the U.S. Bankruptcy Court for the District of Connecticut to prohibit Allen Construction International, LLC, from using Patriot Bank's cash collateral and/or to condition any use of such cash collateral, only upon the Debtor providing adequate protection to the Patriot Bank. On or about Nov. 18, 2013, the Debtor executed and delivered to Patriot National Bank, a Commercial Line of Credit Agreement and Note in the original principal amount of $100,000. As of the Petition Date, the total amount due on the Note, including interest and attorneys' fees incurred up to the petition date, totaled approximately $271,409. Patriot Bank complains that to date, the Debtor has not requested and Patriot Bank has not consented to the use of its cash collateral by the Debtor in this Chapter 11 proceeding. Furthermore, Patriot Bank contends that the Debtor has not filed a motion for permission to use Patriot Bank's cash collateral as required by the Bankruptcy Code. Although the Debtor has filed monthly operating reports suggesting that it has earned income and incurred expenses, Patriot Bank notes that the source of the income is not identified in the operating reports. While it is suspected that Debtor is using and has used Patriot Bank's cash collateral, it is unclear from the operating reports whether the Debtor has used or intends to use Patriot Bank's cash collateral. Patriot Bank is represented by: DISERO MARTIN O'CONNOR & CASTIGLIONI LLP One Atlantic Street Stamford, CT 06901 Tel: (203) 359-0800 E-mail: sharrington@dmoc.com About Allen Construction Based in Milford, Connecticut, Allen Construction International, LLC, filed a Chapter 11 petition (Bankr. D. Conn. Case No. 17-30134) on Feb. 1, 2017. In its petition, the Debtor disclosed $3.64 million in assets and $361.5 thousand in liabilities. The petition was signed by Jesse Allen, managing member. Judge Ann M. Nevins presides over the case. The Debtor hired Joseph J. D'Agostino, Jr., LLC, as its bankruptcy counsel, and Kent Walhberg as its accountant. No trustee, examiner or committee has been appointed in the Debtor's case. ALLISON TRANSMISSION: Fitch Rates New $500MM Unsec. Notes 'BB/RR4' ------------------------------------------------------------------ Fitch Ratings has assigned a rating of 'BB/RR4' to Allison Transmission, Inc.'s (ATI) proposed issuance of $500 million in senior unsecured notes due 2027. ATI is the principal operating subsidiary of Allison Transmission Holdings, Inc. (ALSN). In addition, Fitch does not expect the planned repricing of ATI's secured term B-3 loan or the planned upsizing of its secured revolving credit facility to affect the ratings of ALSN, ATI or the loan. Fitch currently rates the secured term B-3 loan and the secured revolver 'BB+/RR1'. The Long-Term Issuer Default Ratings (IDRs) for ALSN and ATI are 'BB' and their Rating Outlooks are Stable. ATI intends to use a portion of the net proceeds from its proposed notes to repay $200 million in borrowings under the term B-3 loan. The remainder of the proceeds will be used for general corporate purposes. Following the $200 million repayment, ATI intends to reprice its term B-3 loan. The loan had an outstanding balance of $1.2 billion at June 30, 2017, and Fitch expects that amount to decline to $1.0 billion following the repayment. Other than the revised pricing, Fitch does not expect any other meaningful changes to the term B-3 loan agreement. Fitch expects the amortization schedule, material covenants, collateral package and final maturity date to remain unchanged. ATI also expects to upsize its secured revolving credit facility to $550 million from $450 million. The revolver had $205 million in outstanding borrowings at June 30, 2017. KEY RATING DRIVERS The ratings of ALSN and ATI are supported by the company's high margins and strong free cash flow (FCF), set against a backdrop of elevated leverage. ALSN continues to lead the global market for fully automatic transmissions for commercial vehicles, off-road machinery and military equipment. ALSN's market position in North America remains very strong, with 92% of the school buses and 70% of the medium-duty commercial trucks manufactured in the region delivered with the company's transmissions in 2016. In addition, 63% of the Class 8 straight trucks and 36% of the Class A motorhomes produced in North America in 2016 were manufactured with the company's transmissions. ALSN's transmissions command a price premium, and Fitch expects the market for commercial vehicle automatic transmissions in North America to grow over time. Outside North America, ALSN's market position is significantly smaller, as the penetration of automatic transmissions in commercial vehicles remains relatively low. However, acceptance of fully automatic transmissions is increasing outside North America. This has been especially true in certain emerging markets like China and India, where ALSN is well positioned for future growth opportunities. Over the longer term, Fitch expects automatic transmissions to gain in popularity among commercial vehicle end users for many of the same reasons that automatic transmissions are increasingly used in North America. Rating concerns include the heavy cyclicality of the global commercial vehicle and off-highway equipment markets, volatile raw material costs, the relative lack of global diversification in ALSN's current business mix and moderately high leverage. However, it is notable that the company's transmissions tend to be used primarily in the vocational truck market, which is generally less cyclical than the Class 8 linehaul tractor market. Nonetheless, a broad-based global downturn in commercial vehicle and off-road equipment demand would increase pressure on ASLN's profitability and FCF. As of June 30, 2017, ALSN's debt totaled $2.4 billion and last 12 months (LTM) Fitch-calculated EBITDA was $727 million, leading to Fitch-calculated EBITDA leverage of 3.3x. funds from operations (FFO) adjusted leverage was 3.4x. ALSN's EBITDA margin was strong at 36.9%. Fitch-calculated post-dividend FCF in the latest 12 months (LTM) ended June 30, 2017 was $416 million, leading to a FCF margin of 21.0%, which is high for an industrial company. ATI's senior unsecured notes, including the proposed notes, are rated 'BB/RR4', reflecting Fitch's expectations of average recovery prospects in the 31% to 50% range in a distressed scenario. The secured revolver and term loans that comprise ATI's credit facility are rated 'BB+/ RR1', one notch above ATI's IDR, reflecting Fitch's expectations for outstanding recovery prospects in the 91% to 100% range in a distressed scenario. This is due, in part, to their collateral coverage, which includes virtually all of ATI's assets. Fitch notes that property, plant, and equipment and intangible assets (including intellectual property) comprised about $1.7 billion of the $4.1 billion in assets on ALSN's consolidated balance sheet at June 30, 2017. DERIVATION SUMMARY ALSN is among the smaller public capital goods suppliers, with a more focused and less diversified product offering. Compared with suppliers such as Cummins, Inc., Dana Incorporated, or Meritor, Inc., ALSN is smaller, with sales that are less geographically diversified, as nearly 70% of ALSN's revenue derived in the U.S. That said, its market share in many of the end market segments where it competes is very high, with over 50% of the vehicles in certain segments fitted with ALSN's transmissions. Compared with other industrials in the 'BB' rating category, such as Tenneco Inc. or The Goodyear Tire and Rubber Company, ALSN's leverage is relatively high, but this is offset by very strong margins and FCF generation. ALSN's EBITDA leverage is roughly 0.5x to 1.0x higher than many 'BB'-category issuers in the capital goods or auto supply industries. However, its strong EBITDA margins are about double those of many investment-grade capital goods or auto supply issuers, such as BorgWarner Inc. while its post-dividend FCF margins are about four to five times higher than many of those higher-rated issuers. KEY ASSUMPTIONS Fitch's key assumptions within its rating case for the issuer include: -- Global end-market demand exhibits some improvement in 2017 and improves further in 2018 and 2019; -- Margins improve slightly over the intermediate term on improved production volumes, price increases and further cost efficiencies; -- Capital spending runs at about 4% of revenue over the intermediate term; -- The company keeps roughly $150 million to $250 million in cash on its balance sheet, with excess cash used for share repurchases; -- The cash flow effects of any dividend rate increases are largely offset by a lower share count. RATING SENSITIVITIES Future Developments That May, Individually or Collectively, Lead to Positive Rating Action -- A decline in Fitch-calculated EBITDA leverage to below 3.0x; -- An increase in the global diversification of its revenue base; -- Maintaining EBITDA and FCF margins at or above current levels; -- Continued positive FCF generation in a weakened demand environment. Future Developments That May, Individually or Collectively, Lead to Negative Rating Action -- A sustained significant decline in EBITDA margins or an extended period of negative FCF; -- A competitive entry into the market that results in a significant market share loss; -- An increase in leverage to above 4.0x for a prolonged period; -- A merger or acquisition that results in higher leverage or lower margins over an extended period. LIQUIDITY Fitch expects ALSN's liquidity to remain adequate over the intermediate term. At June 30, 2017, the company had $85 million in cash and cash equivalents, which was lower than normal, although the company's strong FCF-generating capability could allow it to increase its cash balance in a relatively short period of time. Typically, the company has carried between $150 million and $300 million in cash on its balance sheet. In addition to its cash, ALSN had $227 million in availability on ATI's $450 million secured revolving credit facility at June 30, 2017, after accounting for $205 million in borrowings and $18 million in letters of credit backed by the facility. ATI intends to upsize the revolver by $100 million to $550 million in conjunction with the repricing of the term B-3 loan. Based on its criteria, Fitch treats non-U.S. cash, as well as and cash needed to cover seasonal changes in working capital and other obligations, as "not readily available" for purposes of calculating net metrics. Fitch believes that ALSN's operating cash flow is sufficient to cover the company's primary cash needs even in the weakest period of a typical year, so seasonality is not a factor in Fitch's calculation of "readily available cash". Therefore, Fitch only treats non-U.S. cash as "not readily available" in its calculations. As of June 30, 2017, $57 million of ALSN's $85 million cash balance was outside the U.S., leaving $28 million in "readily available cash". FULL LIST OF RATINGS Fitch currently rates ALSN and ATI as follows: ALSN -- Long-Term IDR 'BB'. ATI -- Long-Term IDR 'BB'; -- Secured revolving credit facility rating 'BB+/RR1'; -- Secured term B-3 loan rating 'BB+/RR1'; -- Senior unsecured notes rating 'BB/RR4'. The Rating Outlook for both ALSN and ATI is Stable. ALLISON TRANSMISSION: Moody's Rates $500MM Sr. Unsecured Notes Ba3 ------------------------------------------------------------------ Moody's Investors Service assigned a Ba3 rating to Allison Transmission, Inc's. $500 million of senior unsecured notes and upgraded the rating of the company's secured credit facilities to Baa3 from Ba1. Allison's Ba2 Corporate Family Rating (CFR) and SGL-1 Speculative Grade Liquidity ratings are affirmed, and the outlook remains stable. Proceeds of the unsecured note will be used to repay a portion of the outstanding secured credit facility and for general corporate purposes. RATINGS RATIONALE The upgrade of the credit facility rating to Baa3 reflects the shift in the company's debt structure to replace secured debt with unsecured debt. This shift reduces the expected loss of secured creditors, which is reflected in the Baa3 secured rating. Allison's ratings reflect Moody's view that the company will continue to demonstrate the operating flexibility and liquidity strength necessary to operate in the cyclical medium-and-heavy duty commercial vehicle market. Moody's expects that Allison will maintain its dominant position within the market for automatic transmissions. These strengths enabled the company to sustain strong earnings and cash flow during the 2016 cyclical downturn the North American medium- and heavy-duty truck markets. They should also enable Allison to show further improvement as the markets show gradual recovery into 2018. Nonetheless, a market shift away from automatic transmissions could challenge the company, as would be the case should electric power become a material portion of power for commercial vehicles. This is a situation likely to be some time off, however. Allison Transmission has maintained strong credit metrics within its rating category over cyclical periods in the past and has generated EBITA margins at or above 29% on a Moody's adjusted basis each of the last three years. The solid margins that the company produces reflects the value proposition that Allison Transmission provides its customers and Moody's expects them to be relatively stable in 2017 with some improvement in 2018 as the commercial market recovers. During the first quarter of 2017, the company announced the repurchase of approximately $363 million of shares in an agreement with ValueAct Capital. This large, one-time repurchase is authorized under the current $1 billion program. Nonetheless, Moody's expects Allison Transmission to maintain a disciplined approach to further shareholder returns. Allison's particularly strong market position, robust profit margins, and stable cash flow generation contribute favorably to the ratings. These attributes are offset, though, by the company's financial policy of maintaining a target net leverage ratio of debt/EBITDA of 3.0x to 3.5x (comparable to 3.5x to 4.0x after Moody's standard adjustments and assuming the current cash level is maintained). The stable outlook reflects the expectation that Allison will maintain its strong competitive position, and its high returns and cash generation despite the cyclicality inherent in its core markets. The current balance between business risk and financial policies of the company limit further upward movement of the rating in the intermediate term. However, the ratings could be upgraded if balance sheet strengthening develops over time and is sustainable. While an upgrade is unlikely to result solely from performance or credit metrics improvement, metrics that would be supportive of a higher rating include: debt/EBITDA below 3.0x and EBIT/interest that could be above 5.0x for an extended period of time while also maintaining currently strong level of EBITA margins and solid free cash flow generation. The rating could come be downgraded if: the company were to adopt higher target leverage levels (debt/EBITDA above 4.0x after Moody's standard adjustments); EBITA/interest fell below 3.5x; or there is a significant drop in EBITA margins or meaningful decline in free cash flow. The following rating actions were taken: Upgrades: Issuer: Allison Transmission, Inc. -- Senior Secured Bank Credit Facility, Upgraded to Baa3 (LGD 2) from Ba1 (LGD 3) Assignments: Issuer: Allison Transmission, Inc. -- Senior Unsecured Regular Bond/Debenture, Assigned Ba3 (LGD 5) Outlook Actions: Issuer: Allison Transmission, Inc. -- Outlook, Remains Stable Affirmations: Issuer: Allison Transmission, Inc. -- Probability of Default Rating, Affirmed Ba2-PD -- Speculative Grade Liquidity Rating, Affirmed SGL-1 -- Corporate Family Rating, Affirmed Ba2 -- Senior Unsecured Regular Bond/Debenture, Affirmed Ba3 (LGD 5) The principal methodology used in these ratings was Global Automotive Supplier Industry published in June 2016. Allison Transmission designs and manufactures fully automatic transmissions for a range of commercial vehicles. Revenues in 2016 were approximately $1.8 billion. AMAN RESORTS: Trustee's Handling of Case Shocks NY Judge -------------------------------------------------------- Alex Wolf, writing for Bankruptcy Law360, reports that a New York bankruptcy judge said she was at a loss for words while trying to understand how the trustee in the involuntary Florida bankruptcy case of Aman Resorts Group Ltd. could have overlooked the checkered past of the petitioner and pending fraud case against him. Law360 relates that Omar Amanat, former owner of the Debtor, appears to be playing a game of involuntary bankruptcy whack-a-mole in order to relitigate a long-standing dispute with real estate mogul Vladislav Doronin. About Aman Resorts Group Limited Aman Resorts Group Limited is in the hotel and tourism industry. The sole shareholder of the company is Peak Hotels and Resorts Group, LTD, which sought bankruptcy protection under Chapter 7 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 17-15041) on April 24, 2017. Peak, acting by Chapter 7 trustee Jacqueline Calderin, passed a resolution on Aug. 4 2017, to change the name of the Company from "Aman Resorts Group Limited" to "A.R. Group Limited" in order to avoid any potential damage of the goodwill, branding and intellectual property rights associated with the brand name "AMAN" in the hotels and tourism industry. An involuntary Chapter 11 petition was filed on March 7, 2016, against ARGL by Carolyn Turnbull, George Robinson, Fonde Investment Capital SA, and Adrian Zecha (Bankr. S.D.N.Y. Case No. 16-10517). Aman Resorts Group Limited, based in New York, NY, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 17-20114) on Aug. 9, 2017. Robert P. Charbonneau, Esq., at Ehrenstein Charbonneau Calderin, serves as its bankruptcy counsel. AMERICAN CONTAINER: To Reinstate Renasant Loan Maturity Date ------------------------------------------------------------ American Container, Inc., filed with the U.S. Bankruptcy Court for the Western District of Tennessee a second amended disclosure statement dated Aug. 23, 2017, referring to the Debtor's plan of reorganization. Class 7 consists of the unpaid balance due to Renasant Bank on a Small Business Administration guaranteed loan which is secured by a first priority Deed of Trust and Assignment of Rents on Debtor's real estate. The Renasant Loan is guaranteed by David M. Harris, Mary B. Harris, Randy H. McCormick, Steve M. Harris and Yolanda G. Harris. Renasant Bank has filed a secured claim in the amount of $2,111,008.36. The arrearages on the Renasant Loan total approximately $232,850. The Debtor will cure the arrearages on the SBA Guaranteed Loan on or before the Effective Date of the Plan by means of direct cash payment from D&D Packaging, Inc., or its designee, in consideration of and pursuant to a Lease Purchase Agreement between the Debtor and D&D for the subject real estate. Upon the cure of the arrearages, the original maturity date of the Renasant Loan will be reinstated. Thereafter, the Renasant Loan will be paid in accordance with its existing contractual terms until paid in full. The Debtor and all guarantors will remain liable on the Renasant Loan post-confirmation without modification. Class 7 is deemed to be unimpaired. Class 8 Unsecured Claims of Creditors Not Entitled to Priority will be paid a pro rata distribution from available funds of the Debtor remaining after payment of all other amounts pursuant to the Plan. Class 7 is impaired. The Plan will be implemented through a combination of the sale of the Debtor's equipment in the sale process, the lease and sale of Debtor's real estate and payments made to or behalf of the Debtor by D&D Packaging, Inc., and the proceeds and income derived therefrom. This projection is based on a pro rata distribution of 10% to claims and should be considered an estimate only. The actual percentage to be distributed may be more or less than 10%. A copy of the Second Amended Disclosure Statement is available at: http://bankrupt.com/misc/tnwb16-26399-141.pdf As reported by the Troubled Company Reporter on Aug. 23, 2017, the Debtor filed with the Court an amended disclosure statement dated Aug. 9, 2017, referring to the Debtor's plan of reorganization, which proposes that Class 6 Prepetition Secured Claim of Leaf Capital Funding, LLC, be paid based on the fair market value of the collateral to be determined prior to the plan confirmation hearing in deferred monthly installment payments amortized over 60 months at 5% interest. About American Container American Container, Inc., filed a Chapter 11 petition (Bankr. W.D. Tenn. Case No. 16-26399) on July 15, 2016. The petition was signed by Steve Harris, president. The Debtor is represented by Russel W. Savory, Esq., at Beard & Savory, PLLC. The case is assigned to Judge Paulette J. Delk. The Debtor disclosed total assets at $2.55 million and total debts at $4.30 million at the time of the filing. The Office of the U.S. Trustee disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of American Container, Inc. ANGELITA TRANSIT: Hires Alla Kachan as Bankruptcy Counsel --------------------------------------------------------- Angelita Transit Inc., seeks authority from the U.S. Bankruptcy Court for the Eastern District of New York to employ the Law Offices of Alla Kachan, P.C., as Chapter 11 attorney to the Debtor. Angelita Transit requires Alla Kachan to: a) assist the Debtor in administering the bankruptcy case; b) make motions or take action as may be appropriate or necessary under the Bankruptcy Code; c) represent the Debtor in prosecuting adversary proceedings to collect assets of the estate and such other actions as the Debtor deem appropriate; d) take such steps as may be necessary for the Debtor to marshal and protect the estate's assets; e) negotiate with the Debtor's creditors in formulating a plan of reorganization for the Debtor in the bankruptcy case; f) draft and prosecute the confirmation of the Debtor's plan of reorganization in the bankruptcy case; and g) render such additional services as the Debtor may require in the bankruptcy case. Alla Kachan will be paid at these hourly rates: Attorney $300 Paraprofessionals/Clerk $150 Alla Kachan will be paid a retainer in the amount of $20,000. Alla Kachan will also be reimbursed for reasonable out-of-pocket expenses incurred. Alla Kachan, member of the Law Offices of Alla Kachan, 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. Alla Kachan can be reached at: Alla Kachan, Esq. LAW OFFICES OF ALLA KACHAN, P.C. 3099 Coney Island Avenue Brooklyn, NY 11235 Tel: (718) 513-3145 About Angelita Transit Inc. Angelita Transit Inc. filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y.. Case No. 17-43080) on June 14, 2017. The Hon. Carla E. Craig presides over the case. The Law Offices of Alla Kachan, PC represents the Debtor as counsel. The Debtor disclosed scheduled assets of $5,337 and total liabilities of $$1.50 million. The petition was signed by Fima Podvisoky, president. ASSOCIATED ASPHALT: Moody's Lowers Corporate Family Rating to B3 ---------------------------------------------------------------- Moody's Investors Service downgraded the Corporate Family Rating ("CFR") and the Probability of Default Rating ("PDR") of Associated Asphalt Partners, LLC to B3 and B3-PD, respectively, from B2 and B2-PD. Concurrently, Moody's also downgraded the company's $350 million senior secured term loan B to Caa1 from B3. Road Holdings III, L.L.C. is a co-borrower of the instrument. The rating outlook is stable. The following rating actions were taken: Corporate Family Rating, downgraded B3 from B2; Probability of Default Rating, downgraded to B3-PD from B2-PD; $350 million of senior secured term loan B, downgraded to Caa1 (LGD5) from B3 (LGD4); The rating outlook is stable. RATINGS RATIONALE The ratings downgrade reflects Associated Asphalt's vulnerability to competition and new entrants despite its market position and size relative to peers. Associated Asphalt is among the largest asphalt resellers in the U.S., with 29 asphalt terminals located throughout the East Coast and 5.6 million barrels of asphalt storage capacity. However, the company's operating performance has been challenged by higher wholesale pricing and lower retail pricing largely due to increased supply and competition, which has led to a marked increase in adjusted debt-to-EBITDA. For the twelve months ended June 30, 2017, adjusted debt-to-EBITDA was in excess of 10.0x and is expected to be at approximately 7.0x by year-end 2017. Moody's assumed adjusted debt-to-EBITDA would be below 4.0x. Cash flow in 2017 will also be lower than expected, which will slow down the pace of debt reduction originally assumed. The B3 corporate family rating reflects Associated Asphalt's market position as the largest asphalt reseller in Petroleum Administration for Defense District I ("PADD I") and Moody's expectations for debt leverage to decline over time. These credit strengths are offset by the company's high debt leverage, small size (based on annual revenue), modest liquidity cushion, volatility in gross profit and free cash flow generation, limited supplier base compared to other rated distributors, end-market and geographic concentrations, on-going vulnerability to competitive pressure and its exposure to cyclical road and commercial construction activity. The rating is supported by the company's strategic footprint in the North American asphalt industry, and long-standing customer and supplier relationships. The company's liquid asphalt terminals are directly accessible via rail and water, which connects them with Midwest refinery suppliers as well as Gulf Coast and international refinery suppliers. In order to serve its highway construction customers, its terminals are located close to population centers and major highways. Its storage capacity enables the company to accept asphalt delivery year round from its refinery suppliers, then sell during peak warm weather construction months. The company seeks to earn enhanced margins by leveraging its interior locations, between Midwest refineries and key East Coast end markets, and its ability to buy throughout the year, including low demand winter months. This strategy exposes the company to inventory valuation risk as the margin between wholesale asphalt purchases and retail pricing is volatile. Associated Asphalt's liquidity is supported by its $200 million ABL facility due October 2021. Moody's expects the company to retain little-to-no cash, and use cash flow from operations for capital expenditures, debt repayment, and sponsor distributions. However, due to seasonality of its business, funds available for debt reduction may be offset by seasonal working capital needs. Moody's expects utilization needs under the ABL facility to grow as the prices for crude oil and liquid asphalt increase. The company has no near term debt maturities. The stable outlook presumes that the company will carefully balance its financial policy including maintaining acceptable liquidity, debt leverage and other credit metrics against its operating and acquisition strategies. The ratings could be upgraded if the company continues adjusted debt-to-EBITDA is sustained below 4.5x. Stronger liquidity, free cash flow generation, and expanding gross profit per ton on a consistent and sustainable basis would also support an upgrade. The ratings could be downgraded if Associated Asphalt's liquidity were to deteriorate, or if adjusted debt-to-EBITDA were increase and be sustained above 6.5x. The ratings could also be downgraded if there was a decline in infrastructure or roadway spending, gross profit per ton remains challenged, or adjusted EBITA-to-interest expense is sustained below 1.0. Finally, the ratings could be downgraded if the company pursues large, debt-financed acquisitions. The principal methodology used in these ratings was Distribution & Supply Chain Services Industry published in December 2015. Associated Asphalt Partners, LLC ("Associated Asphalt") headquartered in Roanoke, VA, is a reseller of liquid asphalt, used predominately for road development, construction and maintenance. In October 2016,an affiliate of ArcLight Energy Partners Fund VI, L.P. acquired Associated Asphalt. In February 2017, Associated Asphalt acquired its largest competitor, Axeon Marketing LLC, for approximately $192 million (including adjustments for working capital). The combined company provides approximately 5.6 million barrels of asphalt storage capacity and controls 29 asphalt terminals located throughout the East Coast of the United States. Associated Asphalt's revenue totaled $462 million for the trailing twelve months ended June 30, 2017. B&F LANDSCAPE: Plan Confirmation Hearing on Oct. 5 -------------------------------------------------- The Hon. Jerrold N. Poslusny, Jr., of the U.S. Bankruptcy Court for the District of New Jersey has conditionally approved B&F Landscape Factory, Inc.'s small business disclosure statement dated Aug. 23, 2017, referring to the Debtor's small business plan dated Aug. 23, 2017. A hearing will be held on Oct. 5, 2017, at 10:00 a.m. for final approval of the Disclosure Statement and for confirmation of the Plan. Objections to the Disclosure Statement and plan confirmation must be filed by Sept. 28, 2017, which is also the last day for filing written acceptances or rejections of the Plan. About B&F Landscape Factory B&F Landscape Factory, Inc., is a New Jersey company that supplies stone, mulch, soil and hardscaping product. B&F Landscape, a small business debtor, filed a voluntary Chapter 11 petition (Bankr. D.N.J. Case No. 16-31416) on November 8, 2016. The petition was signed by Frank N. Stellaccio, president. At the time of filing, the Debtor estimated assets of less than $500,000 and liabilities of $1 million to $10 million. The case is assigned to Judge Jerrold N. Poslusny Jr. E. Richard Dressel, Esq., at Flaster/Greenberg P.C., represents the Debtor as bankruptcy counsel. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. BADGER INTERMEDIATE: S&P Assigns 'B+' CCR Amid Investment Recap --------------------------------------------------------------- S&P Global Ratings assigned its 'B-' corporate credit rating to Little Chute, Wis.-based Badger Intermediate Holdings LLC (doing business as Trilliant Food & Nutrition LLC; Trilliant). The outlook is positive. S&P said, "At the same time, we assigned our 'B-' issue-level rating to the company's proposed $250 million senior secured term loan due in 2024. The '3' recovery rating indicates our expectation of meaningful (50%-70%; rounded estimate: 65%) recovery in the event of a payment default. The company is also issuing a proposed $30 million asset-based lending (ABL) revolving credit facility (unrated) due in 2022. All ratings are subject to review upon receipt and review of final documentation. "The Blackstone Group is investing approximately $290 million into Trilliant, effecting a recapitalization of the company. The new debt, along with the Blackstone equity and management rollover equity, will fund a cash consideration for selling shareholders, repay existing debt, cover transaction fees, and place cash to the company's balance sheet. At the close of the transaction, we estimate that Trilliant will have about $255 million debt outstanding. "Our ratings on Trilliant reflect the company's narrow product focus, relatively small scale, limited track record, execution risk of pursuing a rapid growth strategy in a highly competitive industry, significant customer and manufacturing concentrations, high debt leverage, and ownership by a financial sponsor. Notwithstanding these factors, we recognize that the company participates in a faster growing category than other packaged food and beverage categories and has the infrastructure and capability to substantially grow its revenue and profitability with the category. "The positive outlook reflects the potential for a higher rating if Trilliant leverages its cost structure by meaningfully increasing sales enabling EBITDA expansion, resulting in lower debt leverage. This assumes the company is successful at gaining new customers and executing on its growth strategy into other beverage categories. "We could upgrade the company if it continues to grow revenues and maintain margins in line with our forecast over the next 12 months, resulting in material EBITDA expansion, positive FOCF generation, and debt leverage not increasing materially beyond current levels. This could occur if the company meets our base-case forecast and does not require additional meaningful capex needs for its new product lines. "We could revise the outlook to stable if the company is unable to drive its planned growth and sustain EBITDA margins in line with our base-case forecast, resulting in minimal or negative FOCF. We believe this could occur if the company loses bids to new or existing competitors or its new product platforms underperform. We could also revise the outlook to stable if the company demonstrates a more aggressive financial policy by increasing debt leverage with a leveraged dividend." BATON ROUGE CREDIT: Trustee Hires Stewart Robbins as Counsel ------------------------------------------------------------ Dwayne M. Murray, the Chapter 11 Trustee of West Baton Rouge Credit, Inc., seeks authority from the U.S. Bankruptcy Court for the Middle District of Louisiana to employ Stewart Robbins & Brown, LLC, as counsel to the Trustee. The Trustee requires Stewart Robbins to: a. investigate the Debtor's assets and related secured claims; b. negotiate any potential carve outs with secured creditors; c. arrange, seek court approval of, and confect any potential auctions or sales of estate property; d. object to proofs of claim as necessary; e. prepare a plan and disclosure statement; and f. analyze and prosecute any avoidable transfer or other litigation. Stewart Robbins will be paid at these hourly rates: Attorneys $300-$390 Paralegal $90 Stewart Robbins will also be reimbursed for reasonable out-of-pocket expenses incurred. Paul Douglas Stewart, Jr., member of Stewart Robbins & Brown, 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. Stewart Robbins can be reached at: Paul Douglas Stewart, Jr., Esq. STEWART ROBBINS & BROWN, LLC 301 Main Street, Suite 1640 Baton Rouge, LA 70821-2348 Tel: (225) 231-9998 Fax: (225) 709-9467 E-mail: dstewart@stewartrobbins.com About West Baton Rouge Credit, Inc. Based in Port Allen, Louisiana, West Baton Rouge Credit, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. La. Case No. 17-10227) on March 14, 2017. The petition was signed by Todd Cutrer, president. The case is assigned to Judge Douglas D. Dodd. Pamela Magee, Esq., based in Baton Rouge, Louisiana, serves as the Debtor's bankruptcy counsel. At the time of the filing, the Debtor estimated its assets and liabilities at $1 million to $10 million. Henry G. Hobbs, Jr., Acting U.S. Trustee for Region 5, on May 2 appointed five creditors of West Baton Rouge Credit, Inc., to serve on the official committee of unsecured creditors. BEARCAT ENERGY: Hires Hein & Associates as Accountant ----------------------------------------------------- Bearcat Energy, LLC seeks authorization from the U.S. Bankruptcy Court for the District of Colorado to employ Hein & Associates, LLP as its accountant. The Debtor requires Hein & Associates to provide tax services for the Debtor for the 2016 tax year. Hein & Associates will be paid at these hourly rates: Partner/Principal $375-$385 Director/Sr. Manager $325-$350 Manager $220-$250 Supervisor $200-$215 Senior $165-$170 Staff $100-$140 Alison Dunnebecke, CPA, tax partner for Hein & Associates, 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. Hein & Associates may be reached at: Alison Dunnebecke, CPA Hein & Associates, LLP 1999 Broadway, Suite 4000 Denver, CO 80202 Phone: 303-298-9600 About Bearcat Energy Bearcat Energy LLC, owner of coal bed methane wells, equipment and related fixtures located in the State of Wyoming, filed a Chapter 11 petition (Bankr. D. Colo. Case No. 17-12011) on March 14, 2017. The petition was signed by Keith J. Edwards, CEO. The Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities as of the bankruptcy filing. The Hon. Elizabeth E. Brown presides over the case. Kenneth J. Buechler, Esq., at Buechler & Garber, LLC, serves as bankruptcy counsel. BELDEN INC: Moody's Rates Proposed EUR300MM Sub. Notes Ba3 ---------------------------------------------------------- Moody's Investors Service assigned a Ba3 rating to Belden Inc.'s proposed EUR300 million senior subordinated note offering. All other ratings, including its Ba2 Corporate Family Rating, remain unchanged. The new notes will be used to refinance existing debt and for general corporate purposes. RATINGS RATIONALE The Ba2 Corporate Family Rating reflects Belden's leading positions within segments of the enterprise, broadcast, industrial cabling, connectivity and networking product markets, which produce solid operating margins and good free cash flow. The ratings are tempered by the expectation that Belden will occasionally use debt to fund acquisition activity, temporarily increasing leverage. Debt to EBITDA was approximately 3.9x based on LTM July 2, 2017 results. Though Belden's pursuit of growth through business acquisitions causes financial leverage to fluctuate, it has also resulted in more diversified sources of revenue, an expansion in the number of higher margin businesses lines, and a substantially increased scale. Belden is cyclical however and economic downturns can lead to sharp volatility in revenues, EBITDA and leverage. Moody's expects that management will trim costs and curtail acquisition and share repurchase activity in the face of an economic downturn. The Ba3 subordinated debt rating is one notch below the corporate family rating. The rating is driven by its relative position in the capital structure, and amounts of other debt and liabilities, such as payables, lease obligations, unfunded pension obligations and potential for draws under the revolver or additional secured term debt to fund acquisitions. Liquidity is very good, as reflected by Belden's SGL-1 speculative grade liquidity rating and based on its strong cash levels and solid cash generating capabilities. Liquidity is also supported by Belden's undrawn $400 million asset backed revolving credit facility ($289 million of availability as of July 2, 2017). The stable ratings outlook reflects the steadying performance of some of the company's key end-markets and the expectation of improved profitability and cash flow over the next 12 to 18 months. The stable outlook accommodates a moderate level of acquisition activity, including debt financed acquisitions. The ratings could be upgraded if EBITDA is sustained below 4x (post acquisition integration) while maintaining very strong cash balances. The ratings could be downgraded if performance deteriorates from negative economic conditions or market share losses, or if leverage exceeds 4.75x (excluding certain one-time costs) on other than a temporary basis. The ratings could also be downgraded if the company pursues large debt-financed acquisitions that present integration challenges. Assignments: Issuer: Belden Inc. -- Senior Subordinated Regular Bond/Debenture, Assigned Ba3 (LGD4) The principal methodology used in this rating was Global Manufacturing Companies published in June 2017. Belden Inc. is a leading designer and manufacturer of connectivity and signal transmission products for the global network communication and specialty electronic marketplaces. Belden generated revenues of $2.4 billion in the last twelve months ended July 2, 2017. The company is headquartered in St. Louis, Missouri. BELDEN INC: S&P Rates New EUR300MM Subordinated Notes 'BB-' ----------------------------------------------------------- S&P Global Ratings assigned its 'BB-' issue-level rating and '5' recovery rating to St. Louis-based cable, connector, and component manufacturer Belden Inc.'s proposed EUR300 million 8-year senior subordinated notes. The '5' recovery rating indicates S&P's expectation for negligible (10% to 30%; rounded estimate 20%) recovery in the event of a payment default. The company will use proceeds from the new debt issuance to refinance a portion of its existing EUR500 million senior subordinated notes maturing in 2023. The company intends to use proceeds from the notes and cash on hand to fund the partial tender of an equivalent amount of Belden's outstanding EUR500 million notes and pay related transaction fees and expenses. The existing senior secured bank loan ratings and the subordinated note ratings are unaffected by this transaction. S&P said, "Our 'BB' corporate credit rating and stable outlook on the company are also unchanged by the proposed transaction. The ratings on Belden reflect the company's fair business risk profile, characterized by its participation in a highly competitive and cyclical industry, offset by a leading market position in some of its product niches and continuing diversification into value-added specialty products. The rating also reflects the company's significant financial risk profile with expected S&P Global Ratings-adjusted leverage of around 3x in fiscal 2017." BIOSCRIP INC: Coliseum Capital Has 14.6% Equity Stake at Sept. 7 ---------------------------------------------------------------- In an amended Schedule 13D filed with the Securities and Exchange Commission, these reporting persons disclosed beneficial ownership of shares of common stock of BioScrip, Inc. as of Sept. 7, 2017: Shares Percentage Reporting Beneficially of Person Owned Shares --------- ------------ ---------- Coliseum Capital Management, LLC 21,514,620 14.6% Coliseum Capital, LLC 16,548,264 11.6% Coliseum Capital Partners, L.P. 13,522,621 9.7% Coliseum Capital Partners II, L.P. 3,025,643 2.3% Adam Gray 21,514,620 14.6% Christopher Shackelton 21,514,620 14.6% The percentages are calculated based upon 127,475,226 Common Shares outstanding as of Aug. 7, 2017, as reported in the Issuer's Form 10-Q for the quarterly period ended June 30, 2017, filed with the Commission on Aug. 8, 2017. For the period from Sept. 5, 2017, through Sept. 7, 2017, the Reporting Persons sold a total of 2,846,941 shares of the Company's common stock. CCM is an investment adviser whose clients, including CCP, CCP2 and the Separate Account, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares, the Preferred Shares and the Warrants. CC is the general partner of CCP and CCP2. Gray and Shackelton are the managers of CC and CCM. CCM may have the right to receive performance-related fees from the Separate Account and CC may have the right to receive performance-related fees from CCP and CCP2. A full-text copy of the regulatory filing is available at: https://is.gd/L75PCZ About Bioscrip Headquartered in Denver, Colo., BioScrip, Inc., is a national provider of home infusion services. The Company's clinical management programs and services provide access to prescription medications for patients with chronic and acute healthcare conditions, including gastrointestinal abnormalities, infectious diseases, cancer, pain management, multiple sclerosis, organ transplants, bleeding disorders, rheumatoid arthritis, immune deficiencies and heart failure. BioScrip incurred a net loss attributable to common stockholders of $50.59 million for the year ended Dec. 31, 2016, compared to a net loss attributable to common stockholders of $309.51 million for the year ended Dec. 31, 2015. As of June 30, 2017, Bioscrip disclosed $613.38 million in total assets, $600 million in total liabilities, $2.63 million in series A convertible preferred stock, $74.22 million in series C convertible preferred stock, and a $63.48 million total stockholders' deficit. * * * In August 2017, Moody's Investors Service affirmed BioScrip, Inc.'s 'Caa2' Corporate Family Rating. BioScrip's 'Caa2' CFR reflects the company's very high leverage and weak liquidity. In July 2017, S&P Global Ratings affirmed its 'CCC' corporate credit rating on BioScrip Inc. and removed the rating from CreditWatch, where it was placed with negative implications on Dec. 16, 2016. The outlook is positive. BOD ENTERPRISES: Hires Riggs Abney as Bankruptcy Counsel -------------------------------------------------------- BOD Enterprises, LLC, seeks authority from the U.S. Bankruptcy Court for the Northern District of Oklahoma to employ Riggs Abney Neal Turpen Orbison & Lewis, as attorney to the Debtor. BOD Enterprises requires Riggs Abney to: a. prepare Schedules, Statement of Financial Affairs and other pleadings; b. negotiate allowed claims and treatment of creditors; c. render legal advice and prepare legal documents and pleadings concerning claims of creditors, post-petition financing, executing contracts, sale of assets, insurance, etc.; d. represent the Board of Directors in hearings and other contested matters; and e. formulate a disclosure statement and plan of reorganization. Riggs Abney will be paid at the hourly rate of $95 to $325. The firm received the amount of $17,000 on September 5, 2017 from the Debtor. The sum of $1,717 was deducted for filing fee, and $2,400 was deducted for the pre-petition services, leaving a retainer balance of $12,890 held in the firm's trust account. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Karen Carden Walsh, member of Riggs Abney Neal Turpen Orbison & Lewis, 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. Riggs Abney can be reached at: Karen Carden Walsh, Esq. RIGGS ABNEY NEAL TURPEN ORBISON & LEWIS 502 W. 6th Street Tulsa, OK 74119 Tel: (918) 587-3161 Fax: (918) 587-9708 E-mail: kwalshattorney@riggsabney.com About BOD Enterprises, LLC BOD Enterprises is a small business Debtor as defined in 11 U.S.C. Section 101(51D) categorized under the automotive repair and maintenance industry. It is an affiliate of Bodley Investments, LLC, which sought bankruptcy protection on Aug. 28, 2017 (Bankr. N.D. Okla. Case No. 17-11722). BOD Enterprises, LLC, based in Skiatook, Oklahoma, filed a Chapter 11 petition (Bankr. N.D. Okla. Case No. 17-11777) on September 6, 2017. The Hon. Terrence L. Michael presides over the case. Karen Carden Walsh, Esq., at Riggs Abney Neal Turpen Orbison & Lewis, serves as bankruptcy counsel. In its petition, the Debtor estimated $1.91 million in assets and $2.48 million in liabilities. The petition was signed by Scott Bodley, member/manager. BREVARD EYE: Can Continue Using Cash Collateral Until Sept. 15 -------------------------------------------------------------- Judge Roberta A. Colton of the U.S. Bankruptcy Court for the Middle District of Florida authorized Brevard Eye Center, Inc. and its affiliates to continue to use cash collateral on an interim basis under the terms and conditions of the Court's previous order dated April 17, 2017, until Sept. 15, 2017. In addition to the reporting required by the April 17 Interim Order, the Debtors is also directed to provide to SummitBridge and the U.S. Trustee a report of the following information as of the end of the reporting period: (1) the Debtors' ending cash balance; (2) the balance of any unpaid payroll taxes, with a detailed report; (3) the balance of any unpaid 401k contributions, with a detailed report; and (4) a detailed report with respect to the accounts payable balance disclosed in the report. The Debtors is also directed to file separate DIP Monthly Operating Reports on a timely basis. With respect to the August DIP Monthly Operating Reports, the Debtors will file such reports on or before September 13, 2017. The Court will conduct a continued hearing on the use of cash collateral with respect to SummitBridge on September 15, 2017 at 10:00 a.m. A full-text copy of the Order, dated August 29, 2017, is available at https://is.gd/R5vuqh About Brevard Eye Center, et al. Brevard Eye Center Inc., Brevard Surgery Center Inc., Medical City Eye Center, P.A. and THMIH, Inc., own and operate four retail optometry centers and clinics and a surgical center. The optometry centers and clinics are located in Melbourne, Merritt Island, Palm Bay, and Orlando, Florida. The surgical center and the corporate offices are located in Melbourne, Florida. Brevard Eye Center operates three of the four optometry centers, Medical City Eye Center operates only the Orlando optometry center, and Brevard Surgery Center operates the surgical center. THMIH owns the real estate leased to the surgical center/corporate offices located at 665 S. Apollo Blvd., Melbourne, FL. THMIH also owns the real estate leased to the optometry centers at 250 N. Courtenay Pkwy., Merritt Island, FL and 214 E. Marks St., Orlando, FL. Medical City Eye Center has been serving East Central Florida as The Brevard Eye Center for over 28 years and serving Downtown Orlando as Yager Eye Institute for over 50 years. Dr. Rafael Trespalacios, an ophthalmologic surgeon, is the 100% owner of Brevard Eye Center, et al. Brevard Eye Center, et al., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case Nos. 17-01828 to 17-01831) on March 21, 2017. The petitions were signed by Dr. Trespalacios, as president. At the time of the filing, each debtor estimated its assets at $1 million to $10 million and liabilities at $10 million to $50 million. The Debtors are represented by Geoffrey S. Aaronson, Esq., and Tamara D. McKeown, Esq., at Aaronson Schantz Beiley P.A. No official committee of unsecured creditors has been appointed. BYRON WYSOCK: J. McDonald Seeks Appointment of Chapter 11 Trustee ----------------------------------------------------------------- Jordan McDonald, the primary secured creditor of Byron Joseph Wysocki, asks the U.S. Bankruptcy Court for the District of Oregon to direct the appointment of a Chapter 11 Trustee in this case. Mr. McDonald further asks the Bankruptcy Court to take judicial notice of prepetition Orders entered by the state court that are contained in the Clerk's file in the related removed adversary proceeding, Adv. No. 17-03095-dwh. Mr. McDonald tells the Bankruptcy Court that cause exists to require the appointment of a trustee in this case. Further, Mr. McDonald tells the Bankruptcy Court that circumstances indicate that the best interests of creditors would be served if an independent disinterested trustee will be appointed in this case at this time. Among other things, appointment of a trustee is appropriate because the Debtor: (a) is not trustworthy; (b) has repeatedly knowingly violated prior state Court Orders entered in a lawsuit that has been removed to this Court and assigned Adv. No. 17-03095-dwh; (c) has failed to provide a requested accounting of Mr. McDonald's cash collateral; (d) lacks Mr. McDonald's confidence as holding sufficient competence and trustworthiness to act as a fiduciary of the assets of this estate (primarily in the form of ownership and control of Wtechlink, Inc.); (e) has engaged in repeated threats of physical violence against Mr. McDonald in violation of a pre-petition state Court Contempt Order entered in the removed adversary proceeding; (f) has failed to file his last several years' income tax returns or to make quarterly payments toward his last several years of income taxes thereby increasing the exposure of this estate to large priority governmental claims, has engaged in substantial transfers of cash assets from Wtechlink (in addition to a significant salary) in direct violation of the Contempt Order, (g) has refused to provide reasonably requested documentation to Mr. McDonald relating to the Debtor's historic financial transactions that may allow a determination to be made as to where substantial cash taken by the Debtor from Wtechlink may have been transferred during a time that he failed to pay taxes; and (h) has, per his sworn Schedule, personal living expenses far less than his salary, and intends to continue paying installments owing on various pre-petition debts to virtually all of his pre-petition creditors other than Mr. McDonald prior to plan confirmation; (i) has misrepresented to the Court and to creditors in his sworn Schedules of Assets & Liabilities and in his Statement of Financial Affairs the true extent of his substantial income derived from his looting of Wtechlink in violation of the Contempt Order. Jordan McDonald is represented by: Conde T. Cox, Esq. Law Office of Conde Cox 1001 SW 5th Avenue, Suite 1100 Portland, OR 97204 Telephone: (503) 535-0611 Email: conde@lawofficeofcondecox.com Byron Joseph Wysocki filed a Chapter 11 petition (Bankr. D. Ore. Case No. 17-32854) on July 28, 2017. He is represented by Joseph A. Field, Esq. C SWANK ENTERPRISES: De Lage Landen Tries to Block Disclosures OK ----------------------------------------------------------------- De Lage Landen Financial Services, Inc., filed with the U.S. Bankruptcy Court for the Western District of Pennsylvania an objection to the approval of C. Swank Enterprises, LLC's disclosure statement and confirmation of the Debtor's Chapter 11 plan. DLL is a secured creditor pursuant to a Loan and Security Agreement entered into between DLL and the Debtor. In connection with the Agreement, the total amount due to DLL from Debtor, including interest through the petition date, is $89,823.47. The amount due was calculated as follows: Past Due/Billed Payments $28,447.04 Remaining Payments Discounted at 3% $42,090.14 Property Tax $1,321.60 Attorneys' Fees $17,964.69 Total Due $89,823.47 The principal portion of this amount represents the 20 monthly payments remaining due to DLL under the Agreement. The Debtor has not made a payment under the Agreement since July 2016. Pursuant to the Disclosure Statement and Plan, Debtor proposes to pay DLL's claim over of a period of seven years, more than four times the length of time remaining on the Agreement. In the Disclosure Statement and Plan, Debtor notes that DLL did not file a proof of claim but that Debtor estimates the claim amount to be $67,545.781. The actual claim amount is $89,823.47. In addition, the Disclosure Statement and Plan request that creditors be barred and enjoined from pursuing Carol Swank and other individuals in connection with personal guaranties, including the guaranty signed by Carol Swank in connection with the Agreement with DLL, which is currently being litigated in the Court of Common Pleas of Chester County. DLL says that in light of the fact that Carol Swank has not filed bankruptcy and cannot be considered a co-debtor in connection with the instant matter, there is no basis for precluding creditors from proceeding against Ms. Swank in state court, nor is there any jurisdiction to stay any actions currently pending in state court. Moreover, there is no basis in law or fact for a co-debtor stay to be imposed as to Carol Swank in connection with this matter. A copy of the Objection is available at: http://bankrupt.com/misc/pawb16-23451-249.pdf As previously reported by the Troubled Company Reporter, the company's restructuring plan is dependent on the successful confirmation of the Chapter 11 plan of reorganization of a related entity Royal Flush Inc. C Swank cannot fund the plan payments unless it has the right to lease those vehicles and machinery that it leases to Royal Flush. DLL is represented by: Nicola G. Suglia, Esq. FLEISCHER, FLEISCHER & SUGLIA Four Greentree Centre 601 Route 73 North, Suite 305 Marlton, NJ 08053 Tel: (856) 489-8977 Fax: (856) 489-6439 E-mail: nsuglia@fleischerlaw.com About C Swank Enterprises Headquartered in Apollo, Pennsylvania, C Swank Enterprises, LLC, leases trucks and equipment used in the oil & gas industry to a related entity, Royal Flush, Inc. C Swank filed for Chapter 11 bankruptcy protection (Bankr. W.D. Pa. Case No. 16-23451) on Sept. 15, 2016, estimating assets and liabilities of $1 million to $10 million. The petition was signed by Carol A. Swank, managing member. Judge Carlota M. Bohm presides over the case. Donald R. Calaiaro, Esq., at Calaiaro Valencik serves as the Debtor's bankruptcy counsel. The Debtor has no unsecured creditor, according to its Chapter 11 petition. C SWANK ENTERPRISES: PACCAR Financial Objects to Disclosures ------------------------------------------------------------ Secured creditor PACCAR Financial Corp. filed with the U.S. Bankruptcy Court for the Western District of Pennsylvania an objection to C. Swank Enterprises, LLC's disclosure statement. According to PFC, the Disclosure statement fails to adequately set forth: a. the owners of Debtor are retaining their equity interests in the Debtor without providing appropriate "new value" other than their continued services, for which they are being compensated; b. the Debtor is providing benefit to Royal Flush, Inc., another Chapter 11 Debtor owned by the Swanks, at the expense of Debtor's creditors, including PFC, by reducing the amount paid to the creditors; c. the Debtor is seeking a release of the Swanks' personal guaranty obligations to PFC and possibly others, without an asserted justification for the personal benefit. They offer no consideration to the creditors; nor is there any explanation of how the releases are necessary and essential to reorganization-especially since the guarantors will be paid a salary by the reorganized debtor. Further there does not appear to be any "new value" being contributed to the reorganized debtor in exchange for their continued equity interest. The release effectively places the burden of success on PFC and other creditors, rather than the equity owners; d. it is unclear as to how much compensation is being paid or may be paid to Carol and Brian Swank. Apparently, salaries may be increased at any time, even before completion of the Chapter 13 Plan and, once again, with a discharge of personal guaranties. Dividends may be allowed as long as First National Bank of Pennsylvania is paid. The same restriction does not apply to other creditors whose interests are impaired and from whose guaranties the swanks are seeking release; and e. the obligations of Debtor to Royal Flush are not being discharged or time barred. The Disclosure Statement does not make plain that this arrangement provides owners of Royal Flush, i.e., the same owners of C Swank, another opportunity to collect from business operations while having modified, that is, reduced, the obligations to PFC and others by being released from their personal guaranties. A copy of the Objection is available at: http://bankrupt.com/misc/pawb16-23451-248.pdf As previously reported by the Troubled Company Reporter, the company's restructuring plan is dependent on the successful confirmation of the Chapter 11 plan of reorganization of a related entity Royal Flush Inc. C Swank cannot fund the plan payments unless it has the right to lease those vehicles and machinery that it leases to Royal Flush. PFC is represented by: Howard Gershman, Esq. GERSHMAN LAW OFFICES PC 610 York Road Suite 200 Jenkintown, PA 19046 Tel: (215) 886-11202 E-mail: howard@gershman-law.com -- and -- Thomas E. Reilly, Esq. THOMAS E. REILLY, PC 2200 Georgetown Drive, Suite 403 Sewickley, PA 15143 Tel: (724) 933-3500 E-mail: jmiller@tomreillylaw.com About C Swank Enterprises Headquartered in Apollo, Pennsylvania, C Swank Enterprises, LLC, leases trucks and equipment used in the oil & gas industry to a related entity, Royal Flush, Inc. C Swank filed for Chapter 11 bankruptcy protection (Bankr. W.D. Pa. Case No. 16-23451) on Sept. 15, 2016, estimating assets and liabilities of $1 million to $10 million. The petition was signed by Carol A. Swank, managing member. Judge Carlota M. Bohm presides over the case. Donald R. Calaiaro, Esq., at Calaiaro Valencik serves as the Debtor's bankruptcy counsel. The Debtor has no unsecured creditor, according to its Chapter 11 petition. CAR CHARGING: Changes Name to "Blink Charging Co." -------------------------------------------------- Car Charging Group, Inc., has changed its name to Blink Charging Co. The Company has also implemented a 1 for 50 reverse stock split, which is effective Aug. 29, 2017. For the next 20 business days, the Company's stock symbol will be CCGID and then will revert to CCGI. The Company's name change to Blink Charging integrates the Company's largest operating entity, Blink Network, and represents the thousands of Blink EV charging stations that the Company owns and/or operates, and the Blink network, the software that manages, monitors, and tracks the Blink EV stations and all its charging data. "Changing the name of the Company to Blink Charging continues our integration efforts and corporate rebranding, which allows us to unify our identity and illustrates the company's primary products and services," stated Mike Calise, Blink Charging's chief executive officer. "The reverse split is also another step in the right direction towards achieving a listing on a national stock exchange and to build additional shareholder value." The Company recently launched its new Web site, http://www.BlinkCharging.com/, which is the digital representation of the corporate rebranding and integration of CarCharging.com and BlinkNetwork.com. 1-for-50 Reverse Stock Split On Aug. 17, 2017, Car Charging filed a Certificate of Amendment to its Articles of Incorporation to effect the name change. The Charter Amendment also included a 1-for-50 reverse stock split of the Company's common stock. As previously disclosed in a Definitive Information Statement on Schedule 14C filed with the Securities and Exchange Commission on Feb. 21, 2017, the Name Change and the Reverse Split was approved by our stockholders on Feb. 7, 2017. On that date, the Company received written consent in lieu of a meeting of Stockholders from holders of shares of voting securities representing approximately 50.17% of the total issued and outstanding shares of voting securities of the Company approving the granting of discretionary authority to the Board of the Directors of the Company, at any time or times for a period of 12 months after the date of the Written Consent, to adopt an amendment to the Company's Articles of Incorporation, as amended, to effect a reverse stock split and a name change. The Reverse Split was implemented by the Company in connection with the Company;s application to list its shares of common stock on the NASDAQ Capital Market. The Reverse Split is intended to fulfill the stock price requirements for listing on NASDAQ since the requirements include, among other things, that the Company' common stock must be, at time of listing, $4.00 or higher. There is no assurance that the Company's application to list its shares of common stock on NASDAQ will be approved. On Aug. 28, 2017, the Company received notice from Financial Industry Regulatory Authority that the Reverse Split had been approved and would take effect at the opening of trading on Aug. 29, 2017. For purposes of trading, the Name Change took effect on the same date. Effective Aug. 29, 2017, as a result of the Reverse Split, every 50 shares of the Company's issued and outstanding common stock will be converted into one share of issued and outstanding common stock. The number of authorized shares remains unchanged. No fractional shares will be issued in connection with the Reverse Split. Any fractional shares of common stock resulting from the Reverse Split will be rounded up to the nearest whole share. It is not necessary for stockholders to exchange their existing stock certificates for new stock certificates in connection with the Reverse Split. Stockholders who hold their shares in brokerage accounts are not required to take any action to exchange their shares. Amendment to Series C Convertible Preferred Stock Certificate of Designation The Company has filed a registration statement on Form S-1 on Nov. 7, 2016 (as amended) for a public offering of its securities. On Aug. 25th (and on Aug. 29th), the Company filed amendments to its Certificate of Designation for Series C Convertible Preferred Stock to provide for the Series C shares to automatically convert into shares of common stock at the closing of the offering in accordance with a certain formula. About Blink Charging Co. Blink Charging Co. (OTC: CCGID), formerly known as Car Charging Group, Inc., is a national manufacturer of public electric vehicle (EV) charging equipment, enabling EV drivers to easily charge at locations throughout the United States. Headquartered in Florida with offices in Arizona and California, Blink Charging's business is designed to accelerate EV adoption. Blink Charging offers EV charging equipment and connectivity to the Blink Network, a cloud-based software that operates, manages, and tracks the Blink EV charging stations and all the associated data. Blink Charging also has strategic property partners across multiple business sectors including multifamily residential and commercial properties, airports, colleges, municipalities, parking garages, shopping malls, retail parking, schools, and workplaces. Car Charging reported a net loss attributable to common shareholders of $9.16 million on $3.32 million of total revenues for the year ended Dec. 31, 2016, compared with a net loss attributable to common shareholders of $9.58 million on $3.95 million of total revenue for the year ended Dec. 31, 2015. As of June 30, 2017, Car Charging had $1.97 million in total assets, $20.77 million in total liabilities, $825,000 in series B convertible preferred stock, and a total stockholders' deficiency of $19.62 million. Marcum LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has incurred net losses since inception and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. CAREFOCUS CORP: Sept. 13 Hearing to Determine if PCO is Necessary ----------------------------------------------------------------- Judge William J. Fisher of the U.S. Bankruptcy Court for the District of Minnesota will hold an expedited hearing on the Debtor's motion for determination that a patient care ombudsman is not necessary at 9:00 a.m. on today, Wednesday, Sept. 13, 2017, in Courtroom No. 2B, U.S. Courthouse, 316 North Robert Street, St. Paul, MN 55101. The Debtor does not believe that appointment of a patient care ombudsman is necessary to protect the Debtor's clients. The Debtor's bankruptcy filing was caused by set-offs made against the Debtor by the US States Department of Treasury. The Debtor alleges that there is no indication of poor patient care that contributed in any way to the Debtor's filing of Chapter 11. In addition, the Debtor does not maintain any facilities to perform services for clients. The Debtor is subject to Medicare inspections in connection with the maintenance of its Medicare certification. Under the present circumstances, the Debtor asserts that a patient care ombudsman is not necessary to protect the Debtor's clients. About CareFocus CareFocus Corporation filed a Chapter 11 bankruptcy petition (Bankr. D.Minn. Case No. 17-32654) on August 18, 2017. Steven B. Nosek, Esq., at Steven B. Nosek, PA serves as its bankruptcy counsel. The Debtor's assets and liabilities are both below $1 million. CASCELLA & SON: Can Continue Using Cash Collateral Until Oct. 31 ---------------------------------------------------------------- Judge Julie A. Manning of the U.S. Bankruptcy Court for the District of Connecticut entered a nineteenth order authorizing Cascella & Son Construction, Inc., to use the cash collateral of TD Bank fka Hudson Valley Bank, First Niagra Bank fka New Alliance Bank, the Internal Revenue Service and the Town of Monroe until the earlier of: (a) Oct. 31, 2017 or, (b) the date on which the Debtor fails in any material respect to comply with the terms, conditions or provisions of the order. The approved Budget provides total expenses of $14,815 for the month of September 2017 and $15,465 for the month of October 2017. Prior to the Petition Date, the Debtor and Hudson Bank n/k/a TD Bank and New Alliance Bank n/k/a First Niagra Bank were parties to Loan and Security Agreements pursuant to which, among other things, Hudson and New Alliance provided the Debtor with loans and credit facilities. As of the Petition Date, the Debtor was indebted to Hudson Bank in the amount of $250,000 and New Alliance Bank for $230,000. The IRS and the Town of Monroe also claim liens on the Debtor's assets by virtue of tax liens on file. TD Bank, First Niagra, the IRS and the Town of Monroe are each granted with post-petition claims against the Debtor's estate, which will have priority in payment over any other indebtedness and obligations now in existence or incurred hereafter by the Debtor and over all administrative expenses or charges against property of the kind, subject only to the carve-out. As security for the Adequate Protection Claim, the Debtor also grants to TD Bank, First Niagra, the IRS and the Town of Monroe an enforceable and perfected replacement lien and security interest in the post-petition assets of the Debtor's estate equivalent in nature, priority and extent to their liens and security interests in the pre-Petition collateral and the proceeds and products thereof, subject to the carve-out. In addition, the Debtor will continue to keep the Collateral fully insured against all loss, peril and hazard and make Hudson loss payee as its interests appear under such policies. The Carve-Out consists of: (a) the allowed administrative claims of attorneys and other professionals retained by the Debtor in this Case in the aggregate amount of $30,000; and (b) amounts payable to pursuant to 28 U.S.C. Section 1930(a)(6). A further hearing on the continued use of cash collateral will be held on October 31, 2017 at 10:00 a.m. Any objection to the continued use of cash collateral must be filed and served no later than October 26. A full-text copy of the Nineteenth Order, dated August 29, 2017, is available at https://is.gd/sYAo1r About Cascella & Son Construction Cascella & Son Construction, Inc., filed a Chapter 11 petition (Bankr. D. Conn. Case No. 14-50518) on April 7, 2014. The petition was signed by Todd Michael Cascella, president. The Debtor disclosed $3.48 million in liabilities at the time of the filing. The case is assigned to Judge Alan H.W. Shiff. The Debtor is represented by James M. Nugent, Esq., at Harlow, Adams, and Friedman. CAST & CREW: S&P Hikes Corp. Credit Rating to B+, Outlook Stable ---------------------------------------------------------------- S&P Global Ratings raised its corporate credit rating on Burbank, Calif.-based Cast & Crew Payroll LLC. to 'B+' from 'B'. The outlook is stable. S&P said, "At the same time, we assigned our 'B+' issue-level rating and '3' recovery rating to the company's first-lien revolving credit facility expiring 2022 and $495 million first-lien term loan due 2024. The '3' recovery rating indicates our expectation for lenders to receive meaningful recovery (50%-70%; rounded estimate: 65%) in the event of a payment default. "The upgrade reflects Cast & Crew's better-than-expected operating performance over the past year, such that we have revised our forecast upward resulting in stronger credit metrics. We now expect adjusted leverage will decline below 5x and funds from operations (FFO)/debt to improve to more than 12% by the end of the company's fiscal year ending June 30, 2018. We have also factored in the company's solid position in the media & entertainment payroll space as the second-largest provider , the complexity of its services (because of various work codes, union regulations, and multiple tax jurisdictions) which create higher barriers to entry, and favorable demand fundamentals for services provided. "S&P Global Ratings' stable outlook reflects our expectation that Cast & Crew's leverage will decline below 5x by the end of fiscal 2018 and credit metrics will continue to improve, but remain appropriate for the rating, due to solid operating performance and ongoing demand for its services from media and entertainment production companies. "Although unlikely over the next year, we could raise our ratings if credit metrics improved such that the company was able to sustain leverage below 4x and generate FOCF/debt in excess of 20%. This would also be contingent upon our belief that the financial sponsor would commit to the adherence of a conservative financial policy that would allow the company to maintain such metrics on a consistent basis, with minimal risk of re-leveraging. For this to occur, the company would likely need to undertake an initial public offering and the sponsor would need to reduce its ownership below 40%. "Although unlikely over the next year, we could lower the rating if the company incurs unexpected operating issues and/or customer losses, or if they engage in a re-leveraging event such as a large debt-financed acquisition or dividend, resulting in debt-to-EBITDA staying above 5x for a sustained period." CENTRAL ARKANSAS RADIATION: Fitch Cuts $48.145MM Rev Bonds to BB+ ----------------------------------------------------------------- Fitch Ratings has downgraded the rating on the following Pulaski County Public Facilities Board health facilities revenue bonds issued on behalf of the Central Arkansas Radiation Therapy Institute (d/b/a CARTI): -- $48.145 million series 2013 to 'BB+' from 'BBB-'. The Rating Outlook remains Negative. SECURITY The bonds are secured by a pledge of gross revenues, a first-mortgage lien, and a debt service reserve fund. KEY RATING DRIVERS CONTINUED OPERATING CHALLENGES: The downgrade to 'BB+' reflects CARTI's consecutive years of missed operating targets, as recently as through fiscal 2017 (unaudited full year results through June 30, 2017). After a missed debt service coverage covenant (1.2x) in 2016, which resulted in a breach of terms under the Master Trust Indenture (MTI) and required the hiring of a management consultant, CARTI still had significant operational losses in fiscal 2017. CARTI produced a negative 7.7% operating margin and a negative 1.8% operating EBITDA margin. Losses were driven in part by early volume volatility, added expenses associated with new oncological therapies, and also some expenses related to an accounts receivable write down and the added expenses associated with the management consultant. CHARIOTS OF PALM: Hires McLaughlin & Stern as Counsel ----------------------------------------------------- Chariots of Palm Beach, Inc., and its debtor-affiliates seek permission from the U.S. Bankruptcy Court for the Southern District of Florida to employ McLaughlin & Stern, LLP as counsel for the Debtors-in-Possession, nunc pro tunc to July 14, 2017. The Debtors require McLaughlin & Stern to: a. advise the Debtors about their powers and duties as a debtors-in-possession regarding the continued management of its business operations in conjunction with the proposed Chief Restructuring Officer, Michael Phelan; b. advise the Debtors about financial agreements, debt restructuring, cash collateral, if any, and other financial transactions; c. review and advise the Debtors about the validity of claims and liens asserted against the Debtors' property and interests; d. advise the Debtors about actions to collect and recover property for the benefit of the Debtors' estate; e. prepare for the Debtors motions, pleadings, orders, applications, adversary proceedings, and other legal documents necessary in the administration of the Chapter 11 proceedings; f. counsel the Debtors about all aspects of a Plan of Reorganization and related documents and filings; and g. perform for the Debtors other necessary and advisable legal services in the Chapter 11 proceedings. McLaughlin & Stern received a retainer in the amount of $75,000. Steven S. Newburgh, Esq., a shareholder at the law firm of McLaughlin & Stern, LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. McLaughlin & Stern can be reached at: Steven S. Newburgh, Esq. McLaughlin & Stern, LLP City Place Office Tower 525 Okeechobee Blvd., Suite 1700 West Palm Beach, FL Tel: (561) 659-4020 Fax: (561) 659-5399 E-mail: snewburgh@mclaughlinstern.com About Chariots of Palm Beach Chariots of Palm Beach, Inc. -- http://www.chariotsofpb.com/-- is an exclusive dealer of luxury cars, both used and new. The Company also offers for rent luxury automobiles. Based in West Palm Beach, Florida, Chariots of Palm Beach filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 17-19455) on July 27, 2017. The petition was signed by Charles Sharoubim, president. The Debtor estimated $1 million to $10 million in total assets and $10 million to $50 million in total liabilities. The Hon. Paul G. Hyman, Jr., presides over the case. Steven S Newburgh, Esq., at McLaughlin & Stern, LLP, serves as counsel to the Debtor. CHARLES BRELAND: Trustee Selling Daphne Property to Ryes for $956K ------------------------------------------------------------------ A. Richard Maples, Jr., Chapter 11 Trustee for Charles R. Breland, Jr., asks the U.S. Bankruptcy Court for the Southern District of Alabama to authorize the sale of the real property located at 1213 Lovette Lane in Daphne, Baldwin County, Alabama, to Ruth Metcalfe Rye and Scott C. Rye for $955,500. On Sept. 1, 2017, the Trustee received an offer from the Buyers and counter-offer that had been accepted by the Buyers. The original offer was for $900,000 and the counter-offer was for $955,500. Another offer to purchase from a different buyer was made some time ago. However, that offer was contingent on obtaining financing for approximately 95% of the purchase price and it was withdrawn before acceptance. One of the Buyers named in the current offer is a licensed broker, and she has waived the selling broker's commission. Also, the sale is a cash sale, and proof of available funds has been provided by the Buyers. Prior to the appointment of the Trustee, the Property was listed for sale by Breland with Berkshire Hathaway Home Services Nichols who claims a commission of 3.6% of the sales price. If approved by the Court, the sale of the Property will be free and clear of all liens, claims, encumbrances, and interests including, without limitation, the liens asserted by any lender, lienholder, taxing authority, or other creditor or claimant. Prior to the filing of his bankruptcy, Breland conveyed the Property to Osprey Kornrnerzielle, LLC, an Alabama limited liability company controlled by Breland. Subsequent to this appointment, the Trustee and successor to Breland, re-conveyed the Property to the Breland bankruptcy estate. Eigenkapital Karl, LLC, may claim to hold a mortgage or other lien instniment that encumbers the property. However, any lien that may be claimed by Eigenkapital is disputed in its entirety, and Trustee proposes that the sale will be free and clear of liens with the proceeds of the sale to replace the property until the extent and validity of all liens and encumbrances have been determined. The Trustee asks that the Court waives the 14-day stay provisions of Fed. R. Bankr. P. 6004(g) with regard to the proposed sale. The Purchasers: Ruth Metcalfe Rye and Scott C. Rye 301 E. Dalwood Drive Mobile, AL 36606 Telephone: (251) 610-0055 Charles K. Breland, Jr., sought Chapter 11 protection (Bankr. S.D. Ala. Case No. 16-02272) on July 8, 2016. The Debtor tapped Robert M. Galloway, Esq., at Galloway Wettermark Everest Rutens, as counsel. A. Richard Maples was appointed as the Chapter 11 Trustee for the Debtor. CHARTER COMMUNICATIONS: Moody's Rates New Sr. Sec. Notes 'Ba1' -------------------------------------------------------------- Moody's Investors Service assigned a Ba1 rating to the proposed senior secured notes of Charter Communications Operating, LLC (CCO), a wholly-owned subsidiary of Charter Communications, Inc. (Charter). The total issuance, which also includes an add-on to its existing secured notes due 2047, is expected to be of benchmark size, with proceeds being used for general corporate purposes, including repurchasing shares. The new notes are expected to have a maturity date of 2028. Charter's Ba2 Corporate Family Rating (CFR) and stable outlook remain unchanged. Issuer: Charter Communications Operating, LLC -- Senior Secured Regular Bond/Debenture, Assigned at Ba1 (LGD3) RATINGS RATIONALE Charter's Ba2 CFR is supported the company's large scale and moderate leverage. Following the acquisitions of Time Warner Cable (TWC) and BrightHouse Networks (BHN) in May 2016, Charter became the second largest cable operator in the US with after Comcast Corporation (Comcast, A3 Stable) and third largest pay-TV provider after DIRECTV (unrated) and Comcast. Pro forma for this new debt issuance, leverage for the last twelve months ended 6/30/2017 was 4.3x (including Moody's adjustments), which in addition to its solid free cash flow supports the company's Ba2 CFR. Charter has leading broadband infrastructure and a growing commercial segment. Moody's anticipates Charter will grow EBITDA in the mid-single digit range over the next 12 months and continue to grow free cash flow. Charter's financial policy remains a key driver of the rating as management has stated that it would like to keep net debt-to-EBITDA in the 4.0-4.5x range (before Moody's adjustments). The stable outlook reflects our expectation that Charter's debt-to-EBITDA (incorporating Moody's standard adjustments) will be sustained below 4.5x over the rating horizon and the company will continue to generate positive free cash flow and maintain good liquidity. Moody's would consider an upgrade of the ratings with continued improvements in both financial and operating metrics and a commitment to a better credit profile. Specifically, Moody's could upgrade the CFR based on expectations for sustained leverage below 4.0x debt-to-EBITDA and free cash flow-to-debt in excess of 5%, along with maintenance of good liquidity. A higher rating would require commitment to the stronger credit metrics, as well as product penetration levels more in line with industry peers, and growth in revenue and EBITDA per homes passed. Moody's would likely downgrade ratings if another sizeable debt funded acquisition, ongoing basic subscriber losses, declining penetration rates, and/or a reversion to more aggressive financial policies contributed to expectations for sustained leverage above 4.5x debt-to-EBITDA (including Moody's standard adjustments) or sustained low single digit or worse free cash flow-to-debt. One of the largest US domestic cable multiple system operators serving about 27 million customers, 23 million broadband subscribers, 17 million video subscribers and 11 million voice subscribers, Charter Communications, Inc. maintains its headquarters in Stamford, Connecticut. Revenue for the last twelve months ended 6/30/2017 was approximately $41 billion. The principal methodology used in this rating was Global Pay Television - Cable and Direct-to-Home Satellite Operators published in January 2017. CHENIERE ENERGY: Fitch Assigns First-Time BB IDR; Outlook Stable ---------------------------------------------------------------- Fitch Ratings has assigned a first-time long-term Issuer Default Rating (IDR) of 'BB' to Cheniere Energy Partners, L.P. (CQP). Additionally, Fitch has assigned a senior secured rating of 'BB/RR3' to CQP's proposed $1 billion senior secured notes offering due 2025. Proceeds from the offering are expected to go towards the prepayment of a portion of CQP's outstanding indebtedness under its existing secured credit facilities. The Rating Outlook is Stable. The notes will be unconditionally guaranteed, jointly and severally, by CQP's subsidiaries Sabine Pass LNG, L.P. (SPLNG) and Cheniere Creole Trail Pipeline, L.P. (CTPL). They will initially be secured by a first priority lien on all existing and future tangible and intangible assets of CQP and subsidiary guarantors. The notes will rank pari passu to CQP's existing $2.6 billion senior secured term loans and revolving credit facilities. CQP's debt is structurally subordinate to roughly $13.6 billion in non-recourse debt at its subsidiary Sabine Pass Liquefaction (SPL; IDR BBB-/Stable). The notes will contain a fall-away provision whereby the security from the notes will be released when the drawn balance of the term loans under the CQP's credit facilities is reduced to less than or equal to $1 billion. CQP's IDR reflects the structural subordination of CQP's debt to significant project level debt at SPL, though Fitch recognizes that SPL's related party expenses to CQP subsidiaries CTPL and SPLNG provide for payments that are senior to debt service at the project. These payments are classified as operating expenses at SPL and will allow CQP to support its debt obligations and effectively alleviate some of this structural subordination concern. However, in spite of this consideration, CQP will remain reliant on SPL as a counterparty for those payments. The ratings recognize that the earnings and cash flow needed to support debt repayment at CQP are inextricably linked to operations at SPL and related party transactions with SPL. As such, Fitch would seek to maintain at least a one- to two-notch separation between the IDRs of SPL and CQP, depending ultimately on the level of leverage at each of the entities. Fitch believes a two-notch separation is currently appropriate based on relatively high CQP level debt to CQP EBITDA (calculated as CQP only debt divided by SPLNG EBITDA + CTPL EBITDA + distributions from SPL) in combination with significant consolidated leverage and continued construction at SPL. SPL-level debt has robust project style covenants that Fitch believes will continue to support an investment grade credit profile for the company. The ratings also reflect refinancing risks at both SPL and CQP, construction and completion risk at SPL, and degree of off-taker utilization. CQP plans to migrate roughly $2 billion to $3 billion of SPL debt to the CQP level, which will help alleviate some of the structural subordination of the CQP debt. The 'BB/RR3' senior secured rating for the proposed senior notes reflects no notching differential from CQP's long-term IDR due to the fall-away provisions that will remove security from the notes as indebtedness on the CQP Credit Facilities and Term Loans are repaid. Due to this provision, the recovery on the senior notes is anticipated to potentially be below that of the pari passu senior secured debt given Fitch's expectation for the fall-away to happen under Fitch's forecasted base case. The 'RR3' Recovery Rating indicates Fitch's expectation for a good recovery (51% to 70%) for note holders in the event of default, slightly lower than expectations for recovery on CQP's other secured debt to account for the potential of a default occurring when the notes no longer are secured. KEY RATING DRIVERS Structural Subordination: The ratings reflect that CQP is structurally subordinate to $13.6 billion in SPL non-recourse project debt whose proceeds were used to fund the construction and development of Trains 1 through 5. The elevated levels of project debt restrict the payment of distributions up to the holdco CQP level, subject to ensuring a DSCR of 1.25x is maintained on expected contracted EBITDA. SPL issuances are not guaranteed by CQP or its related entities, and likewise CQP's debt is not guaranteed by SPL. CQP's credit facilities are secured by a first priority lien on all existing and future tangible and intangible assets of CQP and subsidiary guarantors. The senior secured notes will start off secured by a first priority lien on all existing and future tangible/intangible assets of CQP and the sub guarantors. Fitch expects that the security will fall away from the notes as the following conditions are met: (1) principal amount of outstanding indebtedness under the term portion of the CQP Term Loans is below $1 billion or (2) aggregate principal amount of secured indebtedness of the Issuer and sub guarantors is below the greater of $1.5 billion and 10% of Net Tangible Assets. Fitch's base case assumes that this fall away provision will be enacted within Fitch's forecast period. As a result, the ratings of the notes has a lower recovery (RR3) than is typical for secured debt from an issuer with a 'BB' IDR resulting from the fall-away provision potentially resulting in the notes being unsecured. Long-Term Contracted Cash Flows at SPL: Cash flows from customers of SPL are structured within Sale & Purchase Agreements (SPAs) that have both fixed and variable components. While no offtaker (except GAIL) is obligated to lift volumes from SPL, each must pay fixed capacity fees of $2.25 to $3.00/MMBtu to compensate for the fixed costs associated w/ transporting feedgas, and any operating and maintenance expense from producing the LNG, in addition to a variable fee for any LNG volumes delivered equal to 115% of current Henry Hub prices. In aggregate, the fixed component alone equates to significant guaranteed revenues to SPL. Fitch believes this contract structure provides security by effectively passing through natural gas prices, while still retaining a minimum upside in the form of the fixed capacity payments, and results in adequate coverage of both SPL's and CQP's debt obligations. TUA Agreements at SPLNG, Fixed Capacity Fees at CTPL: Under its Terminal Use Agreements (TUA's), SPLNG, which owns two marine berths for loading and unloading LNG onto tankers, regasification capacity, and storage capacity of 16.9 bcfe, receives $250 million from SPL per year for use of its berths and regasification, which is subject to increase as trains come on stream and cargo loading operations ramp up, as well as $125 million per year for a period of 20 years from both Total and Chevron for use of 1 bcf/d each of regasification capacity for importation of LNG. Additionally, SPL currently pays CTPL $81 million per annum under its fixed capacity reservation contract. As only CTPL and SPLNG are guarantors for holdco-level debt, with an appreciable share of SPL's earnings being funnelled through these TUA's and capacity fees is expected to be positive for CQP's credit profile. As these payments to CTPL and SPLNG are operating costs for SPL, they are senior to any debt service at the project level, indicating serviceability of debt even without support from the project. Structural Complexity/Related Party Transactions: Apart from the TUA's and contracts between SPL, CTPL, and SPLNG, CQP is engaged in a number of related-party transactions and contracts with other entities in the Cheniere corporate structure. Cheniere Marketing LLC (CMI) has its own contract to purchase at its own option any LNG produced in excess of the amount required for the fully contracted customers, to be marketed on a short-term basis. While there are weak legal ties between the obligations of CQP and its project subsidiary SPL, operational linkages are much stronger, as SPL could not operate without the use of the SPLNG storage, regas, and loading facilities owned by the subsidiary. SPL could source gas along alternative pipelines to CTPL, but it relies on a variety of feedgas transported along a variety of pipelines to ensure supply diversity and meet "peak day" requirements. Additionally, other subsidiaries of the ultimate parent, Cheniere Energy, Inc. (CEI), provide O&M services and management services agreements (MSAs) via operating subsidiaries that are also owned by CEI. In Fitch's view, these relationships increase the operational linkages between CEI and CQP beyond the roughly 50% limited partner interest and general partner interest retained in CQP, as CQP and its subsidiaries are reliant on these O&M and MSA contracts to maintain normal operations. While Fitch's ratings consider that CQP is structured to be bankruptcy-remote from SPL and would also be likely bankruptcy-remote from the ultimate parent CEI, the complexity can create competing incentives for cash usage and could impact CQP's credit profile. Completion Risk: While construction on Trains 1-3 has been completed, additional trains at SPL remain under construction. Thus far, construction has proceeded on schedule and on budget. The engineering, procurement, and construction (EPC) contractor Bechtel is bound to CQP on a turnkey, lump-sum basis and bears all cost overrun risk. Bechtel is subject to liquidated damages if construction is not completed on time by the guaranteed dates. These obligations are backed by a 10% letter of credit and a parent guarantee from Bechtel Global Energy, the parent entity. Train 4 is currently commissioning and is expected to reach substantial completion in fall 2017. Train 5 is 72% complete, with an anticipated completion date in the second half of 2019. Completion risk on additional trains is considered to be ongoing until 2019, and may continue if FID is made on the construction of Train 6. High Quality Counterparties: SPL's long term, fully contracted counterparties for its SPA's (which comprise BG Energy, Gas Natural SDG, S.A.(BBB+/Stable), Korea Gas Corporation (AA-/Stable), GAIL (India) Ltd. (BBB-/Stable), Total (AA-/Stable), and Centrica plc. (A-/Stable) all retain strong financial and investment grade credit profiles. Contract structures ensure flexibility in lifting volumes from the project, while simultaneously protecting CQP against downside risk by imposing a fixed capacity fee that is paid regardless of volumes actually delivered to offtakers. While less stringent than a traditional take-or-pay contract structure, SPL has achieved good utilization on Trains 1-3, and Fitch expects nearly strong utilization of additional trains at SPL as the project is completed. SPLNG's counterparties for its external TUA's are also investment grade (Shell AA-, Total AA-). Fitch believes that the largely investment grade credit quality of CQP's counterparties at both SPL and SPLNG and the seller-friendly nature of the sales and purchase agreements with the counterparties enhances the credit profile. DERIVATION SUMMARY CQP is a master limited partnership (MLP) with a LNG import/export facility and a FERC regulated interstate natural gas pipeline as operating subsidiaries. CQP's consolidated operations are supported by long-term take-or-pay contracts for import, export and pipeline capacity. As such CQP's contract tenor, earnings and cash flow stability profile compares favorably to higher rated midstream energy peers, such as Boardwalk Pipeline Partners, LP (BWP; BBB-/Stable). CQP is structurally subordinate to a significant amount of operating subsidiary level debt, similar to Energy Transfer Equity, LP (ETE; BB/Stable) and Williams Company (BB+/Stable) but with leverage on a consolidated basis and parent only basis higher than those entities and other more highly rated peers with structural subordination considerations, like BWP. SPL's contracts are of much longer duration than any of its midstream peers (20 years). On a parent company only basis, leverage at CQP is expected to improve from 4.5x to 5.0x in 2018 to between 2.5x-3.0x in 2020, similar to Fitch's expectations for improvements to ETE's leverage though on a longer time frame, as SPL's LNG export operations come online and the liquefaction project moves towards fully contracted operation. CQP's two-notch separation from SPL is consistent with Fitch's approach to rating other midstream holding companies with structurally subordinated debt and weaker credit profiles than its underlying operating subsidiaries. In other cases, such as WMB and ETE Fitch seeks to maintain a one- to two-notch separation between the IDR of the structurally subordinated parent company and the operating subsidiary providing the majority of the cash flow needed to support structurally subordinated debt. The difference in notching is usually determined by the amount of structurally subordinated leverage and the expected cash flow stream up to the parent company. CQP's operating risks are consistent with other midstream peer issuers, though some of the operating risks are mitigated by the take or pay components of CQP's underlying contracts. CQP is subject to construction and completion risk on its liquefaction project similar to more highly rated, larger more diversified midstream peer Kinder Morgan, Inc. (KMI; BBB-/Stable). KEY ASSUMPTIONS Fitch's key assumptions within Fitch ratings case for the issuer include: -- Construction of Trains 4-5 at SPL continues and completes on schedule, consistent with management expectations and the most recent construction updates. -- TUA Payments to SPLNG from third parties remain stable until contract expiration in 2029. -- SPL TUA payments to CTPL and SPLNG ramp up to $400M annually by 2020 as trains are completed. -- Utilization of SPL trains by offtakers increases and upstream distributions to CQP remains stable over the long-term and no CMI revenues are assumed. RATING SENSITIVITIES Future Developments That May, Individually or Collectively, Lead to Positive Rating Action -- CQP keeps long-term parent-only leverage at or below 4.0x on a sustained basis, which would allow the company to receive a rating closer to SPL's rating, though still likely notched below. -- Positive Ratings Action at SPL. Future Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Any construction or operating delays at SPL that delay or deteriorate cash flows. -- New debt at SPLNG or CTPL. -- Negative Ratings Actions at SPA Counterparties to below investment grade. -- Negative Ratings action at SPL. -- Parent-only leverage at or below at or above 6.0x in 2020 and beyond following the completion of SPL's contracted Trains 1-5 and commencement of SPL's full run rate contracted cash flows. LIQUIDITY Liquidity Adequate: CQP on a consolidated basis has high reserves of restricted cash since the cash is allocated to SPL, CTPL, and SPLNG from the depository banks on a monthly basis only for specific purposes, including the payment of operating expenses. Since CQP is a holdco entity and has no employees or operations of its own, most of its cash balances are considered restricted at its various subsidiaries. CQP has no near-term debt maturities until the approximately $2.6 billion in term loans under its 2016 credit facilities come due in 2020. These term loans at the parent were used to refinance $2.1 billion in bonds held at SPLNG and $450M at CTPL, respectively. As part of the same facility, CQP has access to a $125 million DSR (Debt Service Reserve) revolver and a $115 million revolver for general business purposes. SPL has access to its own short-term sources of funding, including its 2015 credit facility and working capital facility, which are primarily used for working capital requirements related to developing and placing into operation the various trains of the liquefaction project. FULL LIST OF RATING ACTIONS Fitch has assigned the following ratings: Cheniere Energy Partners, LP -- Long-term Issuer Default Rating (IDR) 'BB'; -- Senior secured notes due 2025 'BB/RR3'. CHENIERE ENERGY: Moody's Assigns Ba2 CFR; Outlook Stable -------------------------------------------------------- Moody's Investors Service assigned a first-time Ba2 Corporate Family Rating (CFR) to Cheniere Energy Partners, L.P (CQP) and a Ba2 rating to the company's offering of $1.0 billion of senior notes. The rating outlook is stable. Proceeds from the note offering will be used to refinance a like amount of existing senior secured term loan debt totaling approximately $2.6 billion. RATING RATIONALE The Ba2 ratings reflects the predictability and recurring nature of anticipated long-dated cash flow from CQP's wholly-owned operating subsidiaries: Cheniere Creole Trail Pipeline, L.P. (CTPL: not rated) and Sabine Pass LNG, L.P. (SPLNG: not rated) and distributions from Sabine Pass Liquefaction LLC (SPL: Baa3 stable). Cash flow and distributions from these operating subsidiaries are CQP's primary source of cash flow and debt repayment. The ratings, however, are tempered at the Ba2 rating by CQP's structurally subordinated position to SPL's highly leveraged capital structure (approximately $14 billion of funded debt) and a highly leveraged capital structure that is forecasted to remain in excess of 6 times on a consolidated Debt-to-EBITDA basis through the maturity of the senior notes. CQP's operating subsidiaries provide fairly low-risk services under long-term take-or-pay contracts with creditworthy counterparties, a critical rating factor. CTPL provides natural gas pipeline transportation services to SPL through 2038, earning annual revenue of approximately $82 million. SPLNG provides LNG regasification services to subsidiaries of Chevron Corporation (Chevron: Aa2, stable) and Total S.A. (Total: Aa3, stable) until 2029 and storage and berthing services to SPL until 2036. Its revenue is expected to exceed $500 million annually. CTPL and SPLNG are unlevered and cash flow from these entities are expected to provide debt service coverage of CQP's interest obligations in excess of 2.0 times through at least 2020. Moreover, the ratings acknowledge the significant distributions anticipated from SPL, a five train liquefaction facility whose capacity is approximately 88% contracted with creditworthy counterparties, that will provide CQP with additional debt repayment cushion through annual distributions. While SPL's various financing documentation contain conditionality for it to make distributions to CQP, the requirements are not anticipated to limit SPL's ability to make payment. Moody's current expectations is that SPL will make distributions to CQP in each of 2017, 2018 and 2019 after funding remaining construction and financing costs and that the size of annual distributions will increase significantly beginning 2020 when SPL's Trains 1-5 are fully operational. The senior notes will be guaranteed by all of CQP's existing and subsequent subsidiaries with the exception of SPL and Sabine Pass LNG -- LLP, LLC (SPL's member) and will initially be secured by all assets of CQP and its subsidiary guarantors. A security fall away provision in the bond indenture, however, is expected to be triggered over the next 12-24 months, resulting in CQP's senior notes becoming unsecured. Proceeds from CQP's note offering will be used to refinance a like amount of existing senior secured term loan debt. Once the outstanding amount of senior secured term loan is reduced to $1 billion, the security fall away provision in the bond indenture will be triggered causing the senior notes to be subordinate to any remaining term loan amount outstanding and to an existing $240 million CQP senior secured working capital facility. It is CQP's intention to repay the entire senior secured term loan with debt that will eventually be unsecured. As such, Moody's Ba2 assigned to the senior notes incorporates the expected release of collateral as Moody's anticipates the securities will become CQP senior unsecured obligations as part of the company's business plan. Today's rating action considered CQP's publicly stated plan to migrate $2.0-$3.0 billion of debt from SPL to CQP as early as the 2020's. Rating Outlook The stable outlook is supported by an assumption that SPL's remaining trains achieve substantial completion on time and budget and that plant operations at CTPL, SPLNG and SPL remain strong. What could cause the rating to go -- Up An upgrade would likely be triggered by an upgrade of SPL's senior secured debt. An upgrade at SPL is unlikely over the near-term absent a significant reduction in the project's outstanding debt levels. What could cause the rating to go -- Down CQP's rating could be pressured should operating or financial performance at any of its operating subsidiaries not meet expectation or should construction issues surface SPL's Train 4 or Train 5 leading to a negative rating action at SPL. The following rating actions were taken: Assignments: Issuer: Cheniere Energy Partners, L.P -- Probability of Default Rating, Assigned Ba2-PD -- Corporate Family Rating, Assigned Ba2 -- Backed Senior Regular Bond/Debenture, Assigned Ba2 (LGD 4) Outlook Actions: Issuer: Cheniere Energy Partners, L.P -- Outlook, Assigned Stable CQP is a publicly traded master limited partnership owned by Cheniere Energy, Inc., The Blackstone Group L.P. and public shareholders. The principal methodology used in these ratings was Midstream Energy published in May 2017. CHENIERE ENERGY: S&P Assigns BB Rating on New $1BB Sr. Sec. Notes ----------------------------------------------------------------- S&P Global Ratings said it assigned its 'BB' issue-level rating to a proposed $1 billion senior secured note issuance by Cheniere Energy Partners L.P. (CQP). The recovery rating is '3' (rounded estimate: 60%). S&P also affirmed its 'BB' corporate credit rating on the company. The outlook is stable. CQP is planning to issue $1 billion, eight-year bullet senior secured notes, the proceeds of which it will use to pay down a like amount of the existing credit facility due 2020. The note indenture will permit CQP to have additional secured debt equal to the greater of (i) $1.5 billion or (ii) 10% of consolidated net tangible assets. The second prong of that test is currently the larger of the two, approximately $1.65 billion today. However, covenants in the credit facility prohibit any additional debt above the original amount of $2.8 billion (excluding any refinancing costs). Therefore, until the credit facility is repaid in its entirety, this additional secured debt cannot be drawn. The outlook is stable. This reflects the consistent cash flow from SPLNG and CTPL and the receipt of substantial annual distributions from SPL, with the first three trains having achieved operations over the past 12 months. This will be augmented in 2017 with the expectation that train 4, which is currently undergoing commissioning, will also begin commercial operations. S&P said, "Factors that could lead to a downgrade would be our assessment of the financial risk profile falling to significant from intermediate. This would generally require our belief that EBITDA would decline materially from our expectations in 2020, which is unlikely given the highly contracted nature of cash flows from its subsidiaries." An upgrade would require an improvement in the business risk profile or material deleveraging--both of which we think unlikely at this time, especially in light of the company's stated goal of increasing leverage over time as Sabine Pass debt comes due. CPI CARD: Moody's Lowers Corp. Family Rating to B3; Outlook Stable ------------------------------------------------------------------ Moody's Investors Service downgraded CPI Card Group Inc.'s corporate family and probability of default ratings ("CFR" and "PDR", respectively) to B3 and B3-PD from B2 and B2-PD, respectively. In addition, Moody's downgraded the ratings of the senior secured credit facilities of CPI Acquisition, Inc. (the debt-issuing subsidiary of CPI) to B3 from B2. The rating outlook is stable. RATINGS RATIONALE The downgrade reflects uncertainty as to CPI's path to revenue and profit growth given the lack of visibility as to the timing of EMV chip payment card orders by CPI's customers, the potential for further market share losses with the large tier banks, and the length of the replacement cycle for EMV cards as compared to magnetic stripe payment cards. While the initial wave of 2014 and 2015 EMV card issuances will be due for replacement over the next two years, it remains to be seen whether the refresh cycle will extend beyond the average 3 year replacement cycle of the magnetic cards, which could in turn further delay the return to higher card production volumes. Although Moody's expects volumes to increase in 2018 as credit cards and debit cards fully convert to EMV chip enabled cards and the replacement of original EMV cards begin to occur, average selling prices will likely continue to fall due to the pricing leverage of its largest bank customers and heightened competition. The uncertainty over the inflection point for revenue and profit growth was reflected in CPI's sharply reduced 2017 guidance during its second quarter earnings call. Management cut 2017 net sales and EBITDA forecasts to a range of $260 million to $275 million and $32 million to $40 million, respectively, from $315 million to $340 million and $64 million to $73 million (first quarter guidance). CPI's unpredictable results and recent poor performance have exposed its lack of diversity among products, bank customers, and geographic markets. The poor performance over the last year led to a spike in financial leverage to over 8x (Moody's adjusted). While liquidity will continue to remain tight over the next two quarters, cash flow will be aided by the elimination of the dividend payment ($10 million annually with the last payment occurring in the third quarter of 2017), lower working capital usage with lower than anticipated production volumes, and cost reduction initiatives. Moody's expects break-even free cash flow ("FCF") in the fourth quarter with FCF of about $10 million in 2018. Although Moody's expects CPI to fund near term cash requirements with the $18 million of cash on its balance sheet (as of June 30, 2017), availability under its $40mm revolver will likely be limited to $20 million for the remainder of 2017 due to a springing covenant that takes effect when the facility is 50% drawn. As long as Total First Lien Net Leverage ratio remains elevated near the maximum 7x threshold, the revolver availability will be limited. The B3 CFR is supported by CPI's leading position as a U.S. provider of financial payment cards and services, an industry with normally steady, recurring demand characteristics. Moody's expects at least mid-single digit revenue growth in 2018, driven by the continued replacement of magnetic stripe payment cards with higher priced EMV chip cards, a process that CPI estimated to be about 65% complete as of May 2017. Moody's anticipates margin expansion to be driven by revenue growth from EMV cards (as well as print on demand and metal cards) and operating leverage from investments already made in advance of the market's conversion to EMV cards. The stable outlook reflects Moody's expectation that CPI's liquidity will improve beginning in the fourth quarter of 2017, supported by the growth of card production volumes over the next year and stabilizing pricing. Moody's expects leverage will improve towards the 6x level by the end of 2018. The ratings could be upgraded if CPI were to generate steady revenue growth of at least the mid-single digits with EBITDA margins over 20%, reduce adjusted debt to EBITDA to below 4.5x and produce strong cash flows such that FCF to gross debt is maintained near 10%. The ratings could be downgraded if CPI's revenues decline further, the company experiences market share loss or operational missteps, or liquidity further weakens. Ratings could also be downgraded if margins erode (e.g., EBITDA margins in the low teens percentage) as a result of pricing pressures or higher operating costs. Inability to reduce financial leverage to under 6.5 times by the end of 2018 would also pressure ratings. Rating Downgrades: Issuer: CPI Card Group Inc. -- Corporate Family Rating, B3 from B2 -- Probability of Default Rating, B3-PD from B2-PD Issuer: CPI Acquisition, Inc. -- Senior Secured Term Loan due 2022, B3 (LGD4) from B2 (LGD4) -- Senior Secured Revolving Credit Facility due 2020, B3 (LGD4) from B2 (LGD4) Rating affirmed: -- Speculative Grade Liquidity Rating, SGL-3 Outlook Actions: Issuer(s): CPI Card Group Inc./CPI Acquisition, Inc. -- Outlook, Stable The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. CPI is a provider of financial payment cards and card services to U.S. card issuing banks and prepaid debit card program managers. CUMULUS MEDIA: Continues to be Listed on Nasdaq Pending Appeal -------------------------------------------------------------- In accordance with the Listing Rules of The NASDAQ Stock Market LLC, Cumulus Media Inc. filed an appeal of the Sept. 1, 2017, notification the Company received from the Listing Qualifications Department of NASDAQ relating to the Company's previously disclosed failure to comply with the minimum stockholders' equity requirement contained in NASDAQ Listing Rule 5550(b)(1). Had the Company not filed the appeal, the Notice provided that trading in the Company's Class A common stock on NASDAQ would have been suspended on Sept. 11, 2017, and the Class A common stock would have thereafter been removed from listing on NASDAQ. In accordance with the NASDAQ Listing Rules, the Company's Class A common stock will continue to trade on the Nasdaq Capital Market while the appeal is pending. The Company said there can be no assurance that it will be successful in its appeal and that the NASDAQ hearing panel will grant the Company's request for an extension of time to regain compliance with the Rule. If the Company is unsuccessful in its appeal, or it is not able to regain compliance with the Rule within any extension of time granted by the NASDAQ hearing panel, the Company expects that trading in its Class A common stock on the NASDAQ Capital Market would thereafter be suspended and the stock would be removed from listing on NASDAQ. About Cumulus Media Atlanta, Georgia-based Cumulus Media Inc. -- http://www.cumulus.com/-- is a radio broadcasting company. The Company is also a provider of country music and lifestyle content through its NASH brand, which serves through radio programming, NASH Country Weekly magazine and live events. Its product lines include broadcast advertising, digital advertising, political advertising and non-advertising based license fees. Its broadcast advertising includes the sale of commercial advertising time to local, national and network clients. Its digital advertising includes the sale of advertising and promotional opportunities across its Websites and mobile applications. Its across the nation platform generates content distributable through both broadcast and digital platforms. Cumulus Media put AR Broadcasting Holdings Inc. and three other units to Chapter 11 protection (Bankr. D. Del. Lead Case No. 11-13674) in 2011 after struggling to pay off debt that topped $97 million as of June 30, 2011. Cumulus Media incurred a net loss of $510.7 million in 2016 following a net loss of $546.49 million in 2015. As of June 30, 2017, Cumulus Media had $2.40 billion in total assets, $2.89 billion in total liabilities and a total stockholders' deficit of $491.8 million. * * * In March 2017, S&P Global Ratings raised its corporate credit rating on Atlanta, Ga.-based Cumulus Media Inc. and its subsidiary Cumulus Media Holdings Inc. to 'CCC' from 'CC'. The rating outlook is negative. "We believe Cumulus may look to exchange debt at subpar levels or repurchase debt at discounted levels in 2017, which we would view as tantamount to default, based on our criteria," said S&P Global Ratings' credit analyst Jeanne Shoesmith. "We could lower our ratings on the company if it announces a subpar debt tender offer." Various tranches of debt at Cumulus are currently trading at roughly a 30% to 60% discount to par. In April 2017, Moody's Investors Service downgraded Cumulus Media Inc.'s Corporate Family Rating to 'Caa2' from 'Caa1', the secured credit facilities to 'Caa1' from 'B3', and senior unsecured notes to 'Ca' from 'Caa3'. The outlook was changed to negative from stable. The downgrade reflects the elevated risk of a restructuring of its balance sheet and its unsustainable leverage level of 11.3x (excluding Moody's standard lease adjustments) as of Q4 2016. CYPRESS WAY: Unsecureds to Recoup 100% in 5 Annual Payments ----------------------------------------------------------- Cypress Way LLC and BCH Capital LLC filed with the U.S. Bankruptcy Court for the Southern District of New York a disclosure statement dated Aug. 23, 2017, for the Debtors' amended plan of reorganization. Class 7 unsecured claims -- estimated at $197,540 -- against Cypress Way are impaired by the Plan. In full satisfaction, settlement, release and discharge of the Class 7 Unsecured Claims against Cypress Way, holders of Class 7 Unsecured Claims will receive, on the Effective Date, 100% of their allowed claims in cash in five equal annual installment payments, with the first payment to be made on the Effective Date, with the remaining four payments to be made on the anniversary of the Effective Date. Class 8 unsecured claims -- estimated at $36,370 -- against BCH Capital are impaired by the Plan. In full satisfaction, settlement, release and discharge of the Class 7 Unsecured Claims against BCH Capital, Holders of Class 8 Unsecured Claims will receive, on the Effective Date, 100% of their allowed claims in cash in five equal annual installment payments, with the first payment to be made on the Effective Date, with the remaining four payments to be made on the anniversary of the Effective Date. Funding for the Plan will be from any available cash on hand on the confirmation date, the contribution amount, and the funds to be generated from the operation of the Reorganized Debtors' business post-confirmation including the rehabilitation of the multi-family apartment complex located at 3025 Sunrise Highway, Islip Terrace, New York, to bring it up to full performance. The contribution amount will be paid on or before the Effective Date, and will be used to pay certain of the creditors' claims under the Plan, including, but not limited to, payment of administrative claims, bankruptcy fees, tax claims and the unsecured creditors' claims. The contribution amount will be funded by the allowed interests and deposited into escrow two business days prior to the Effective Date. If amounts are insufficient to cover all costs, allowed interests has agreed to invest additional funds as necessary to make the payments on the Effective Date. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/nysb17-22383-40.pdf About Cypress Way LLC Cypress Way LLC filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 17-22383) on March 15, 2017. The petition was signed by David Goldwasser, manager. The case is assigned to Judge Robert D. Drain. The Debtor is represented by Arnold Mitchell Greene, Esq., at Robinson Brog Leinwand Greene Genovese & Gluck P.C. At the time of filing, the Debtor had assets and liabilities estimated to be between $1 million to $10 million each. The Debtor's affiliate, BCH Capital LLC, also filed a voluntary petition (Bankr. S.D.N.Y. Case No. 17-22384) for relief under Chapter 11 of the Bankruptcy Code. An application for joint administration of these two chapter 11 cases is currently pending. No trustee, examiner or creditors committee has been appointed in these cases. CYTORI THERAPEUTICS: Fails to Comply with Nasdaq Bid Price Rule --------------------------------------------------------------- Cytori Therapeutics, Inc. received on Sept. 5, 2017, a letter from the Listing Qualifications staff of The NASDAQ Stock Market LLC indicating that, based upon the closing bid price of the Company's common stock for the last 30 consecutive business days, the Company no longer meets the requirement to maintain a minimum bid price of $1 per share, as set forth in Nasdaq Listing Rule 5550(a)(2). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided a period of 180 calendar days, or until March 5, 2018, in which to regain compliance. In order to regain compliance with the minimum bid price requirement, the closing bid price of the Company's common stock must be at least $1 per share for a minimum of ten consecutive business days during this 180-day period. In the event that the Company does not regain compliance within this 180-day period, the Company may be eligible to seek an additional compliance period of 180 calendar days if it meets the continued listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of the bid price requirement, and provides written notice to Nasdaq of its intent to cure the deficiency during this second compliance period, by effecting a reverse stock split, if necessary. However, if it appears to the Nasdaq Staff that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq will provide notice to the Company that its common stock will be subject to delisting. The Notice does not result in the immediate delisting of the Company's common stock from the Nasdaq Capital Market. The Company intends to monitor the closing bid price of the Company's common stock to allow a reasonable period for the price to rebound from its recent decline but will continue to consider its available options to regain compliance. There can be no assurance that the Company will be able to regain compliance with the minimum bid price requirement or maintain compliance with the other listing requirements. About Cytori Based in San Diego, California, Cytori Therapeutics (NASDAQ: CYTX) -- http://www.cytori.com/-- provides patients and physicians around the world with medical technologies, which harness the potential of adult regenerative cells from adipose tissue. The Company's StemSource(R) product line is sold globally for cell banking and research applications. Cytori reported a net loss of $22.04 million for the year ended Dec. 31, 2016, compared to a net loss of $18.74 million for the year ended Dec. 31, 2015. As of June 30, 2017, Cytori had $32.47 million in total assets, $21.24 million in total liabilities and $11.23 million in total stockholders' equity. BDO USA, LLP, in San Diego, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, stating that the Company has suffered recurring losses and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. DATAPIPE INC: S&P Places 'B' CCR on Watch Pos. on Rackspace Deal ---------------------------------------------------------------- S&P Global Ratings placed its 'B' corporate credit rating on Jersey City, N.J.-based data center operator Datapipe Inc. on CreditWatch with positive implications. The CreditWatch placement follows the announcement that Datapipe has entered into a definitive agreement to be acquired by Rackspace Hosting Inc., which is rated two notches higher at 'BB-'. While terms of financing have yet to be disclosed and we need to assess the degree of execution risk as well as potential synergies, we believe any downgrade of Rackspace would be limited to one notch. The CreditWatch listing reflects the potential for up to a two-notch upgrade before withdrawal of all S&P's ratings on Datapipe. The withdrawal would follow close of the transaction, assuming all debt is repaid at Datapipe. DAVID'S BRIDAL: Moody's Lowers Corporate Family Rating to Caa2 -------------------------------------------------------------- Moody's Investors Service downgraded David's Bridal, Inc.'s Corporate Family Rating (CFR) to Caa2 from Caa1 and Probability of Default Rating to Caa2-PD from Caa1-PD. Concurrently, Moody's downgraded the company's senior secured term loan rating to Caa1 from B3, and affirmed the Caa3 rating on the senior unsecured notes. The ratings outlook remains stable. The downgrade reflects David's Bridal's heightened risk of a balance sheet restructuring or other distressed exchange in light of its high leverage and 2019 nearest maturities. Following earnings declines in the first half of 2017, debt/EBITDA increased to 9.25 times for LTM 2Q 2017 (as calculated by the company based on management adjusted EBITDA). While Moody's expects earnings to improve and projects adequate liquidity in the next several quarters, any growth may not be sufficient to reduce leverage towards a sustainable level of 6 times in the near term. Moody's took the following rating actions for David's Bridal, Inc.: -- Corporate Family Rating, downgraded to Caa2 from Caa1 -- Probability of Default Rating, downgraded to Caa2-PD from Caa1-PD -- $491 million ($520 million face value) senior secured term loan due 2019, downgraded to Caa1 (LGD3) from B3 (LGD3) -- $270 million senior unsecured notes due 2020, affirmed Caa3 (LGD5) -- Stable outlook RATINGS RATIONALE The Caa2 CFR reflects David's Bridal's elevated risk of a distressed exchange or other event of default given the company's currently untenable capital structure and uncertainty regarding its ability to turn around operating performance on a sustained basis. Execution issues, catch-up digital investment and growing online competition have driven market share losses and a cumulative over 30% decline in earnings since the peak in 2012. Moody's expects earnings to recover in the second half of 2017 from the website challenges and clearance activity in 2H 2016. In addition, near term results should benefit from an expanded low-priced dress assortment and new marketing initiatives. However, a high degree of execution risk remains and any EBITDA growth may not be sufficient to position the company for refinancing its 2019 and 2020 maturities at par in a timely and economical manner. The rating also reflects the company's modest scale and limited product diversity as a specialty retailer in the niche bridal category. The rating derives key support from David's Bridal's adequate liquidity in the next 18 months, including the lack of maturities until 2019, positive free cash flow generation, and sufficient availability under the $125 million revolver. The rating also incorporates the company's well-recognized banner, national footprint, and meaningful share of the highly fragmented bridal gown market. The stable outlook reflects Moody's expectations for near-term earnings improvement and adequate liquidity. The ratings could be upgraded if the company addresses its 2019 maturities in a timely and economical manner and achieves consistent solid growth in revenue and EBITDA, while maintaining adequate overall liquidity. The ratings could be downgraded if the risk of default increases or Moody's recovery rate estimates deteriorate. The ratings could also be downgraded if liquidity deteriorates for any reason. The principal methodology used in these ratings was Retail Industry published in October 2015. David's Bridal, Inc. ("David's Bridal"), headquartered in Conshohocken, PA, is a bridal retailer with 306 stores throughout the U.S., 11 in Canada, 1 in Puerto Rico and 4 in the UK. The company sells both value-oriented wedding gowns at under $600 and higher price point gowns up to $2,000, as well as other wedding- and special-occasions apparel and accessories. Revenues for the twelve months ended July 1, 2017 were approximately $738 million. The company has been controlled by Clayton, Dubilier & Rice, LLC (75%) and Leonard Green & Partners, L.P. (25%) since the October 2012 buyout from Leonard Green & Partners, L.P. DIAMOND INSULATION: Panel Wins Summary Judgment Bid vs T. Heilman ----------------------------------------------------------------- The summary judgment motion filed by the Official Unsecured Creditors Committee appointed in the Chapter 11 case of Diamond Insulation Inc. came on for telephonic hearing on July 28, 2017. The Debtor made a $10,000 transfer to Defendant Teresa Heilman three days before filing bankruptcy. The Committee is seeking return of the $10,000 payment to Ms. Heilman as a preferential transfer. Ms. Heilman argues only that the transaction occurred in the ordinary course of Debtor's business. Judge Thad J. Collins of the U.S. Bankruptcy Court for the Northern District of Iowa grants the Committee's summary judgment motion. The Committee argues that the $10,000 check Debtor wrote to Ms. Heilman was a preferential transfer that should be avoided under 11 U.S.C. section 547(b). Section 547(b) has six elements: (1) the debtor must have in interest in the property being transferred; (2) the transfer must be to and for the benefit of a creditor; (3) for or on account of an antecedent debt owed before the transfer was made; (4) while the debtor was insolvent; (5) on or within 90 days of filing the petition; and (6) the transfer enables the creditor to receive more than such creditor would have received in a Chapter 7 liquidation proceeding. It is essentially undisputed that the transfer at issue meets these six elements. Ms. Heilman has not set out facts to counter those in the Committee's statement of facts. The Court thus finds those facts to be undisputed for the purposes of this motion. Ms. Heilman has not produced any evidence showing she could meet her burden in this case, or even raise a genuine issue of fact. The Court thus finds that the transfer from Debtor to Ms. Heilman does not, as a matter of law, meet the ordinary course of business defense and should be avoided under section 547(b). The adversary proceeding captioned OFFICIAL UNSECURED CREDITORS' COMMITTEE Plaintiff, v. TERESA HEILMAN, Defendant, Adversary No. 17-09015 (Bankr. N.D. Iowa). The bankruptcy case is In re: DIAMOND INSULATION INC., Chapter 11, Debtor. OFFICIAL UNSECURED CREDITORS' COMMITTEE Plaintiff, v. TERESA HEILMAN, Defendant, Bankruptcy No. 15-01448 (Bankr. N.D. Iowa). A full-text copy of Judge Collins' Ruling dated Sept. 1, 2017, is available at https://goo.gl/ZcQWD from Leagle.com. Diamond Insulation Inc, Debtor, represented by Donald H. Molstad & Jessica A. Uhlenkamp --jessica.uhlenkamp@heidmanlaw.com -- Heidman Law Firm LLP. RM White Co., Cred. Comm. Chair, represented by Jacob Brian Natwick -- jacob.natwick@heidmanlaw.com -- Heidman Law Firm, LLP & James W. Redmond -- james.redmond@heidmanlaw.com -- Heidman Law Firm, LLP. Headquartered in Sioux City, IA, Diamond Insulation, Inc. filed for bankruptcy protection (Bankr. N.D. Ia Case No. 15-01448) Oct. 19, 2015, listing $1.38 million in total assets and $2.86 million in total liabilities. The petition was signed by Jerry Heilman, president. DYNAMIC INTERNATIONAL: Panel Taps AlixPartners as Financial Advisor ------------------------------------------------------------------- The Official Committee of Unsecured Creditors of Dynamic International Airways, LLC, seeks authorization from the U.S. Bankruptcy Court for the Middle District of North Carolina to retain AlixPartners, LLP, as financial advisor to the Committee. The Committee requires AlixPartners to: a. review and evaluate the Debtor's current financial condition, business plans and cash and financial forecasts, and periodically report to the Committee regarding the same; b. review the Debtor's cash management and intercompany accounting systems, practices and procedures; c. review and investigate related party transactions, including those between the Debtor and non-Debtor subsidiaries and affiliates, and selected other pre- petition transactions; d. identify and review potential preference payments, fraudulent conveyances and other causes of action that the Debtor's estate may hold against third parties, including each other; e. analyze the Debtor's assets and claims, and assess potential recoveries to the various creditor constituencies under different scenarios; f. support the Committee's evaluation of proposed asset sales, as required; g. assist in the development and review of the Debtor's plan of reorganization and disclosure statement; h. review and help evaluate court motions filed or to be filed by the Debtor or any other parties-in-interest, as appropriate; i. render expert testimony and litigation support services, including e-discovery services, as requested from time to time by the Committee and its counsel, regarding any of the matters to which AlixPartners is providing services; j. attend Committee meetings and court hearings as may be required in the role of advisors to the Committee; and k. assist with such other matters as may be requested that fall within AlixPartners' expertise and that are mutually agreeable. AlixPartners will be paid at these hourly rates: Managing Director $900-$1,135 Director $725-$910 Vice President $490-$700 Associate $350-$520 Analyst $135-$365 Paraprofessional $200-$270 AlixPartners will be paid on a flat-rate basis of $10,000 per week, starting the week of August 28, 2017. AlixPartners will also be reimbursed for reasonable out-of-pocket expenses incurred. Denis O'Connor, managing director of AlixPartners, 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's 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. AlixPartners can be reached at: Denis O'Connor ALIXPARTNERS, LLP 909 Third Avenue New York, NY 10022 Tel: (212) 490-2500 Fax: (212) 490-1344 About Dynamic International Airways, LLC Dynamic International Airways, LLC owns and operates a full-service aviation enterprise, and is a licensed and certificated air carrier. It was formed in 2010 and operates in High Point, North Carolina. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Case No. 17-10814) on July 19, 2017. The case is assigned to Judge Catharine R. Aron. At the time of the filing, the Debtor disclosed that it had estimated assets of $10 million to $50 million and liabilities of $50 million to $100 million. The Debtor hired Bell Davis & Pitt, PA, and Garman Turner Gordon LLP, as attorneys, and MJAC L.L.C., d/b/a Allison Consulting, as financial advisor. An official committee of unsecured creditors has been appointed in the Debtor's case. The committee hired Saul Ewing LLP and Poyner Spruill LLP as its bankruptcy counsel, AlixPartners, LLP, as financial advisor. EDWARD RENSI: Kulhanek Buying Downers Grove Property for $890K -------------------------------------------------------------- Edward Henry Rensi asks the U.S. Bankruptcy Court for the Northern District of Illinois to authorize the sale of real property located at 8400 Kearney Road, Downers Grove, Illinois, to Jerry Kulhanek for $890,000. As of the Petition Date, the only lien on the Property (besides real estate taxes) was a Mortgage executed by the Debtor, and currently held by Nationstar Mortgage, LLC with an approximate payoff balance in the amount of $888,000. The Property has been extensively marketed for almost two years by two different realtors with discussions of an auction sale the last few months. At the time the auction sale was going to be set up, the current contract was offered. The Debtor decided that it was in the best interest of the estate to sell. The initial offer was negotiated to the current contract. There was another offer at the time the contract was accepted. The other offer was for $1,000,000 but was contingent on the sale of a home that had been on the market for over a year with little activity and also contained a financing contingency. The contract is without any contingency and is a cash contract. As a result of negotiations, the Debtor with consent of Nationstar Mortgage, asks authority to enter into a Real Estate Contract dated Sept. 5, 2016 for the sale of the Property to the Buyer together with any personal property more particularly described in the Contract. The Property will be sold on an "as is" basis, without representation, warranty or guaranty of any kind, except as otherwise stated in the Contract. It will also be sold free and clear of all liens, claims, encumbrances or interests of any kind, with any valid liens, claims, encumbrances or interests attaching to the proceeds of sale. The Buyer will pay the sum of $890,000 to the Debtor at closing. Any proceeds after the payment of costs of sale including real estate taxes and Association costs noted above will be paid to Nationwide Mortgage. Nationwide Mortgage has paid an initial earnest money deposit in the amount of $10,000. The balance of the purchase price is to be paid in cash at closing. The Debtor asks authority to pay from the proceeds of sale outstanding real estate taxes on the Property and all other costs of sale. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Edward_Rensi_125_Sales.pdf The offer submitted by the Buyer for the Property is the best current offer that Debtor has currently for the Property, and the price offered by Jerry Kulhanek constitutes fair and reasonable consideration for the Property. As stated, there has been substantial marketing of the property and the current offer represents a best offer in the opinion of the Debtor. Edward Henry Rensi sought Chapter 11 protection (Bankr. N.D. Ill. Case No. 15-33948) on Oct. 5, 2015. The Debtor tapped Paul M. Bach, Esq., at Bach Law Offices, as counsel. The Court appointed Linda Feinstein and Marla Zegart of Re/Max Signature Homes as the Debtor's Commercial Real Estate Broker. ELDORADO RESORTS: Moody's Hikes Sr. Sec. Bank Loan Rating to Ba2 ---------------------------------------------------------------- Moody's Investors Service upgraded Eldorado Resorts, Inc.'s (ERI) senior secured bank loan rating to Ba2 from Ba3 in response to the company's plan to raise $500 million of senior unsecured notes as an add-on to its existing B3-rated $375 million 6% senior unsecured notes. ERI's B1 Corporate Family Rating and B1-PD Probability of Default Rating were affirmed. The company has an SGL-1 Speculative Grade Liquidity rating and stable rating outlook. Proceeds from the proposed $500 million senior note offering will be used to repay $78 million of outstanding amounts under the company's $300 million revolver and $422 million of the company's term loan. Pro forma for this transaction, ERI's revolver will be undrawn and the company's term loan will be reduced to about $1.0 billion. The transaction is neutral with respect to leverage. Pro forma debt/EBITDA for the latest 12-months ended Jun, 30, 2017 and based on the March 2017 acquisition of Isle of Capri and incorporating Moody's standard adjustments, is about 5.7 times, and Moody's expects this will drop to 5.3 times by fiscal year-end December 31, 2017. However, there will be increase in the amount of ERI's senior unsecured debt relative to its senior secured debt. "Although the transaction is leverage neutral, the application of Moody's Loss Given Default model resulted in a one-notch upgrade to ERI's senior secured rating as the proportion of senior unsecured debt, which provides credit support to the company's senior secured debt, increased," stated Keith Foley, a Senior Vice President at Moody's. Ratings upgraded: Senior secured revolver due 2022, to Ba2 (LGD2) from Ba3 (LGD3) Senior secured term loan due 2024, to Ba2 (LGD2) from Ba3 (LGD3) Ratings affirmed: Corporate Family Rating, at B1 Probability of Default Rating, at B1-PD 6% senior unsecured notes due 2025, at B3 (LGD 5) 7% senior unsecured notes due 2023, at B3 (LGD 5) RATINGS RATIONALE ERI's B1 Corporate Family Rating reflects its high level of geographic diversification along with Moody's expectation that the company's debt/EBITDA will drop to 5.3 times by fiscal year-end December 31, 2017 driven by earnings growth, cost synergies, and the application of a portion of its excess free cash flow towards debt reduction. The ratings also reflect ERI's very good liquidity profile -- the company has an SGL-1 Speculative Grade Liquidity rating -- and a stable regional gaming demand environment. Key credit concerns include the possibility that ERI may pursue future debt financed acquisitions. Also considered are the long-term fundamental challenges faced by regional gaming companies in general, including oversupply conditions and the resulting cannibalization of customer dollars that is occurring throughout many US gaming markets, along with US population demographics continue to move in a direction that doesn't favor casino gaming. ERI's stable outlook reflects Moody's expectations that the company will maintain reasonable leverage and good interest coverage despite the potential for further acquisitions. The stable outlook also reflects the stable gaming demand in most of ERI's gaming markets and improving profitability as the cost and revenue synergies related to recent acquisitions and projects continue. A ratings upgrade would require that ERI demonstrate the ability and willingness to maintain debt/EBITDA under 4.5 times, EBIT/interest around 2.5 times and a stable supply and operating environment in the company's gaming markets. ERI's ratings could be downgraded if there is a sustained deterioration in monthly gaming revenue trends in the company gaming markets. Ratings could be downgraded if debt/EBITDA is sustained above 5.75 times or EBIT/interest drops below 1.5 times. Eldorado Resorts is a casino entertainment company that owns and operates nineteen properties in ten states, including Colorado, Florida, Iowa, Louisiana, Mississippi, Missouri, Nevada, Ohio, Pennsylvania and West Virginia. The principal methodology used in these ratings was Global Gaming Industry published in June 2014. ELDORADO RESORTS: S&P Raises Senior Unsecured Notes Rating to 'B' ----------------------------------------------------------------- S&P Global Ratings raised its issue-level rating on Reno, Nev.-based gaming operator Eldorado Resorts Inc.'s senior unsecured notes to 'B' from 'B-' and revised its recovery rating to '5' from '6'. The '5' recovery rating indicates S&P's expectation for modest (10% to 30%; rounded estimate: 10%) recovery for lenders in the event of a payment default. The upgrade follows the company's announcement that it intends to repay a portion of its term loan ($1.45 billion outstanding as of June 30, 2017) with proceeds from a $350 million add-on to its existing $375 million 6% senior unsecured notes due 2025. Since the level of secured debt outstanding at our hypothetical default will be lower than under our previous analysis, there is a greater level of enterprise value available to cover unsecured claims. Although the level of unsecured claims will be increasing, the additional enterprise value is sufficient to improve recovery prospects for unsecured lenders. All other ratings, including S&P's 'B+' corporate credit rating, are unchanged. For S&P's latest corporate credit rating rationale on Eldorado, please see our report published March 7, 2017. RECOVERY ANALYSIS Key analytical factors S&P said, "Our simulated default scenario assumes a default in 2021 driven by prolonged economic weakness, and significantly greater competitive pressures in the company's various markets. We apply a 6.5x multiple, the mid-point for rated leisure companies, to our estimated EBITDA at emergence, reflecting Eldorado's relatively good geographic diversity (operating 19 properties across nine states) which we believe modestly offsets the company's relatively small scale, as compared to larger, international gaming operators, and Eldorado's operations in highly competitive markets. We assume the $300 million revolver is 85% drawn at the time of default." Simulated default assumptions -- Year of default: 2021 -- EBITDA at emergence: Around $250 million -- EBITDA multiple: 6.5x Simplified waterfall -- Net enterprise value (after 5% admin. expenses): $1.6 billion -- Secured debt at default: $1.4 billion --Recovery expectation: 90% to 100% (rounded estimate: 95%) -- Unsecured debt at default: $1.1 billion --Recovery expectation: 10% to 30% (rounded estimate: 10%) All debt amounts include six months of prepetition interest. RATINGS LIST Eldorado Resorts Inc. Corporate Credit Rating B+/Stable/-- Upgraded; Recovery Rating Revised Eldorado Resorts Inc. To From Senior Unsecured Notes B B- Recovery Rating 5 (10%) 6 (0%) ENERGY XXI: Shareholders Claim Execs Inflated Co.'s Value --------------------------------------------------------- Rick Archer, writing for Bankruptcy Law360, reports that Energy XXI Ltd.'s shareholders accused the Debtor's officers and directors of fraudulently inflating the Debtor's value for their own benefit leading up to the Debtor's bankruptcy. The Debtor's officers and directors used lies about the Debtor's finances and ill-advised acquisitions to create the "illusion" of growth and artificially inflate its stock price, primarily for the benefit of the "lavish lifestyle and fanciful ambitions" of CEO John Schiller Jr., Law360 relates, citing the shareholders. About Energy XXI, Ltd. Energy XXI Ltd (OTCMKTS: EXXIQ) was incorporated in Bermuda on July 25, 2005. With its principal operating subsidiary headquartered in Houston, Texas, Energy XXI is engaged in the acquisition, exploration, development and operation of oil and natural gas properties onshore in Louisiana and Texas and in the Gulf of Mexico Shelf. Energy XXI Ltd and 25 of its affiliates filed on April 14, 2016, bankruptcy petitions in the U.S. Bankruptcy Court for the Southern District of Texas (Bankr. S.D. Tex. Lead Case No. 16-31928). The petitions were signed by Bruce W. Busmire, the CFO. Judge Karen K. Brown is assigned to the cases. Energy XXI Ltd on April 14, 2016, also filed a winding-up petition commencing an official liquidation proceeding under the laws of Bermuda before the Supreme Court of Bermuda. The Debtors sought bankruptcy protection after reaching a deal with lenders on the filing of a restructuring plan that would convert $1.45 billion owed to second lien noteholders into equity of the reorganized company. The Debtors have hired Vinson & Elkins LLP as counsel, Gray Reed & McGraw, P.C., as special counsel, Conyers Dill & Pearman as Bermuda counsel, Locke Lord LLP as regulatory counsel, PJT Partners LP as investment banker, Opportune LLP as financial advisor, Epiq Systems, Inc., as notice and claims agent. Wilmer Cutler Pickering Hale and Dorr LLP represents an ad hoc group of certain holders and investment advisors and managers for holders of obligations arising from the 8.25% Senior Notes due 2018 issued pursuant to that certain Indenture, dated as of Feb. 14, 2011, by and among EPL Oil & Gas, Inc., certain of EPL's subsidiaries, as guarantors, and U.S. Bank National Association, as trustee. The Office of the U.S. Trustee on April 26 appointed five creditors of Energy XXI Ltd. to serve on the official committee of unsecured creditors. The Committee retains Heller, Draper, Patrick, Horn & Dabney LLC as its co-counsel, Latham & Watkins LLP as its co-counsel, and FTI Consulting, Inc. as its financial advisor. As reported by the Troubled Company Reporter on Jan. 9, 2017, BankruptcyData.com reported that the Debtor's Second Amended Joint Chapter 11 Plan of Reorganization became effective, and the Debtor emerged from Chapter 11 protection. The U.S. Bankruptcy Court confirmed the Plan on Dec. 13, 2016. ENLINK MIDSTREAM: Fitch Rates Proposed Preferred Units 'BB' ----------------------------------------------------------- Fitch Ratings has assigned a 'BB' rating to EnLink Midstream Partners, LP's (ENLK) proposed issuance of preferred units. Proceeds from the offering are to be used for capital expenditures and general partnership purposes. Additionally, Fitch has affirmed the partnership's 'BBB-' Issuer Default Rating (IDR) and 'BBB-' senior unsecured rating. The preferred units are assigned 50% equity credit under Fitch's hybrid criteria. The Rating Outlook is Stable. KEY RATING DRIVERS Stable Earnings and Cash Flow: ENLK's rating is supported by Fitch's expectations for generally stable revenue, earnings and cash flow given the production profile and contract structures supporting ENLK's operations. Operationally ENLK is tied into Devon Energy Corp.'s (DVN) producing assets within the STACK region of Oklahoma and Barnett region of Texas. Accordingly, DVN is the source of a significant amount of ENLK's profits, and in 2016 approximately 50% of ENLK's gross operating margin came from DVN. DVN's revenue share was 18.5%. Approximately 95% of ENLK's gross operating margin is from fee-based services. ENLK has historically had a strong focus on fee-based contracts in an effort to mitigate commodity price volatility. Sponsor Support: The rating considers ENLK's relationship with its ultimate sponsor DVN. DVN has provided ENLK with five-year (at inception) volume commitments that remove some of the volumetric risk associated with ENLK's major gathering and processing activities. This tight contractual relationship is viewed as a credit-positive by Fitch. An additional benefit from E&P sponsor affiliation is the ability to team up with DVN to acquire integrated asset bundles from third-party E&P companies and third-party midstream companies. Notwithstanding the benefits from the DVN relationship, the ENLK rating is not based on an explicit and mechanical notching off of DVN's rating. ENLK's rating is a standalone rating in the context of DVN's sponsorship being, in Fitch's view, a credit positive for ENLK. If DVN's rating were to move down to the 'BBB' level, Fitch would likely not revise ENLK's rating or Outlook. However, if DVN were to move to 'BBB-' or below, Fitch would consider a negative rating action at ENLK given the deterioration of the credit quality of their largest customer and general partner. Since a multi-notch downgrade would lead to a consideration of an ENLK negative rating action, it is salient that the general partner DVN can influence financial policies such as the rate of distributions to limited partners (Devon directly and indirectly owns approximately 37% of L.P. units). ENLK's standalone 'BBB-' rating is merited given its size, its diversification in three basins (Anadarko, Fort Worth and Permian), and adequate leverage. High Leverage: ENLK leverage is expected to be high with Fitch forecasting a range for 2017 in the area of 5.0x. Leverage is driven mainly by a large capital expenditure plan. Updated growth spending guidance is high for 2017 (at the June 30, 2017 results call, ENLK guided to the high end of the $505 million to $645 million range). Given the initiatives in promising areas in Oklahoma and West Texas, Fitch makes the reasonable assumption that capital expenditures will remain near the 2017 figure in the years to come. The year 2018 is forecasted to show an improvement in leverage. Fitch defines leverage as adjusted debt-to-EBITDA, with adjusted debt incorporating a 50/50 debt and equity component to the existing and contemplated preferred units. Volume Exposure: One of the key risks facing ENLK given its contract structure is the risk of decreasing volumes. Mitigating some of this risk is a fair amount of minimum volume commitments (MVC) that have been provided by DVN and other producer customers as part of their fixed-fee contracts. In 2017, DVN MVCs related to the Barnett are projected to protect ENLK (as the MVCs did in 2016). Underlying Fitch's forecast on MVCs is a forecast of Barnett system declines in 2017 compared to 2016. The Barnett MVCs expire on Dec. 31, 2018. Fitch's extant forecast for long-term Henry Hub natural gas prices is $3.25/MMBtu. A modest rise in natural gas prices and continued improvement in E&P efficiency will be important factors as ENLK nears 2019. Counterparty Exposure: Counterparty risk is a concern but should be relatively limited. ENLK's most important counterparty is DVN, which, in 2016 represented approximately 50% of ENLK's gross operating margin. For the customer sub-set of top-50 customers by revenues, approximately 90% of that group's revenues come from investment-grade counterparties. ENLK does not have any material unsecured concentration with any single high-yield counterparty. DERIVATION SUMMARY With respect to ENLK, the best comparable among gathering and processing-focused entities is Western Gas Partners, LP (WES). WES is the best comparable because of the similarity of the ENLK and WES general partners, and because of the degree of geographic diversification (moderate diversification). WES with mid-3x leverage is strongly positioned in its rating category. ENLK's post-2015 ramp-up in capital expenditures in frontier areas makes the partnership somewhat weakly positioned in its rating category at the current time. Leverage in FY2016 was 4.8x. KEY ASSUMPTIONS Fitch's key assumptions within its ratings case for the issuer include: - Volume growth in the Oklahoma segment is the principal factor driving an increase in total EBITDA in 2017 compared to 2016. - The payment in 2018 of the last instalment of $250 million for the Tall Oak (Oklahoma) acquisition. - ENLK issues approximately $300 million of cumulative perpetual preferred units. - Consolidated growth capital expenditures of approximately $600 million per year and maintenance capital expenditures of approximately $45 million per year. RATING SENSITIVITIES Future Developments That May, Individually or Collectively, Lead to Positive Rating Action - A meaningful reduction in leverage, with adjusted debt/adjusted EBITDA of 4x or below, and distribution coverage above 1x. Future Developments That May, Individually or Collectively, Lead to Negative Rating Action - A significant change in cash flow stability. A move away from the current profile of fee-based profits that are selectively underpinned by minimum volume commitments could lead to a negative rating action. - Leverage above 5x on a sustained basis and/or distribution coverage consistently below 1x. Fitch expects leverage to be in the 5.0x area in 2017, with an improvement in 2018. - A multi-notch downgrade of DVN could potentially lead to a negative rating action at ENLK. Among such downgrade scenarios, one featuring a retreat by DVN in the STACK region of Oklahoma would have a high likelihood of driving a negative rating action at EnLink. A more mild case, with a one-notch downgrade of Devon, from any cause, would likely not change ENLK's rating or Outlook. LIQUIDITY ENLK's Liquidity Is Adequate: As of June 30, 2017, the company had approximately $1.34 billion available under its $1.5 billion revolving credit facility (RCF). This facility contains a leverage covenant maximum of 5x for consolidated indebtedness to consolidated EBITDA (each term as defined, and where EBITDA includes EBITDA from certain capital expansion projects) and consolidated indebtedness excludes the existing and currently contemplated preferred securities. The maximum leverage level may rise from 5.0x to 5.5x for four quarters following an acquisition (with the rise subject to limitations). ENLK was in compliance with its covenant as of June 30, 2017 and is expected to remain in compliance for Fitch's forecast period. ENLK's maturities are manageable with no near-term maturities through 2018; in April 2019, $400 million comes due. The RCF matures in March 2020. FULL LIST OF RATING ACTIONS EnLink Midstream Partners, LP -- Long-term IDR affirmed at 'BBB-'; -- Senior unsecured debt (and revolving credit facility) rating affirmed at 'BBB-'; -- Preferred units assigned 'BB'. The Outlook is Stable. ENLINK MIDSTREAM: S&P Rates Proposed Series C Preferred Stock 'BB' ------------------------------------------------------------------ S&P Global Ratings said it assigned its 'BB' issue-level rating to EnLink Midstream Partners L.P.'s proposed series C perpetual preferred stock. S&P classifies the issuance as having intermediate equity credit, reflecting its belief that the issue meets its standards for intermediate equity classification, including permanence, subordination, and deferability. The partnership intends to use net proceeds of the offering for capital expenditures and general partnership purposes. Dallas-based EnLink is a midstream energy master limited partnership that focuses on the gathering, processing, and transmission of natural gas, natural gas liquids, and crude oil. For the corporate credit rating rationale, see S&P's research update on EnLink, published Feb. 24, 2017. Ratings List EnLink Midstream Partners L.P. BBB-/Stable/-- New Rating EnLink Midstream Partners L.P. Series C perpetual preferred stock BB ERIE STREET: Oct. 18 Auction of Six Chicago Properties ------------------------------------------------------ Judge Deborah L. Thorne of the U.S. Bankruptcy Court for the Northern District of Illinois authorized bidding procedures of Frances Gecker, Chapter 11 trustee of the bankruptcy estate of Erie Street Investors, LLC, LaSalle Investors, LLC, WSC Parking Fund I, George Street Investors, LLC ("GSI") and Sheffield Avenue Investors, LLC, in connection with the sale of the following real properties: (i) Erie's property located at 343 W Erie St., Chicago, Illinois; (ii) LaSalle's property located at 747 N LaSalle Dr., Chicago, Illinois; (iii) WSC's property located at 600 S Clark St., Chicago, Illinois; (iv) GSI's properties located at (a) 2852-56 N Southport Ave., Chicago, Illinois, and at (b) 1411 W George St., Chicago, Illinois; and (v) Sheffield's property located at 2954 Sheffield Ave., Chicago, Illinois to Stonebridge Real Estate Co., LLC for $41.5 million, subject to overbid. The salient terms of the Bidding Procedures are: a. Bid Deadline: Oct. 17, 2017 at 12:00 p.m. (CT) b. Auction: Oct. 18, 2017 at 2:00 p.m. (CT) at the offices of FrankGecker LLP, located at 325 North LaSalle Street, Suite 625, Chicago, Illinois c. Overbid: $42 Million and subsequent increments of $50,000 d. Earnest Money: $2 million e. Break Up Fee: The Buyer will be entitled to payment of $500,000, free and clear of liens, claims and encumbrances, paid at Closing, from the Sale Proceeds of a Sale to a Winning Bidder other than the Buyer. The Break-Up Fee will be paid to the Buyer at the closing of the sale of the Properties from the sale proceeds. f. As-Is Where-Is: The Properties will be offered on an "as is, where is" basis without representations or warranties of any kind whatsoever. g. Free and Clear: The sale is free and clear of all liens, claims, encumbrances or interests. h. Objections to Sale/Sale Motion: Oct. 20, 2017 at 4:00 p.m. (CT) i. Sale Hearing: Oct. 24, 2017 at 10:30 a.m. (CT) A copy of the Bidding Procedures and the APA attached to the Order is available for free at: http://bankrupt.com/misc/Erie_Street_341_Order.pdf If, as of the Auction Date, there are no qualified bidders other than Stonebridge, the Trustee will sell the Properties to Stonebridge pursuant to the terms and conditions of the Sale Agreement without further extension or delay. Within three business days after entry of the Order, the Trustee will serve a copy of the Bidding Procedures Order, including the Sale Agreement, the Bidding Procedures and the Auction and Sale Notice upon all Notice Parties. In addition, the Trustee will publish the Sale Notice in the Auction Mart Section of the Chicago Tribune on Oct. 3, 2017 and Oct. 10, 2017. The 14-day stay period established by Fed.R.Bankr.P. 6004(h) is waived. The 15-page limit established by Local Rule 5005-3(D) is also waived. About Erie Street Investors Erie Street Investors, LLC, and its affiliates filed Chapter 11 bankruptcy petitions (Bankr. N.D. Ill. Lead Case No. 17-10554) on April 3, 2017. The affiliates are LaSalle Investors, LLC, WSC Parking Fund I, George Street Investors, LLC, and Sheffield Avenue Investors, LLC. Arthur Holmer, managing member of Weiland Ventures, LLC, signed the petitions. Erie Street Investors and LaSalle Investors each disclosed between $10 million and $50 million in both assets and liabilities. WSC Parking Fund listed between $1 million and $10 million in both assets and liabilities. The cases are assigned to Judge Deborah L. Thorne. The Debtors are represented by Crane, Heyman, Simon, Welch & Clar. Frances Gecker was appointed as Chapter 11 trustee for the Debtors on May 16, 2017. The trustee hired Ascend Property Management LLC as the Debtors' property manager; and Jones Lang LaSalle Americas (Illinois), L.P., as real estate broker. On June 21, 2017, the Debtors filed a Chapter 11 plan of reorganization and disclosure statement. ERIE STREET: Stonebridge Buying Chicago Properties for $41.5M ------------------------------------------------------------- Frances Gecker, Chapter 11 trustee of the bankruptcy estate of Erie Street Investors, LLC, LaSalle Investors, LLC, WSC Parking Fund I, George Street Investors, LLC ("GSI") and Sheffield Avenue Investors, LLC, asks the U.S. Bankruptcy Court for the Northern District of Illinois to authorize the bidding procedures in connection with the sale of the Debtors' entire real estate portfolio to Stonebridge Real Estate Co., LLC for $41.5 million, subject to overbid. The Trustee intends to sell these properties to Stonebridge, absent higher and better offers: (i) Erie's property located at 343 W Erie St., Chicago, Illinois; (ii) LaSalle's property located at 747 N LaSalle Dr., Chicago, Illinois; (iii) WSC's property located at 600 S Clark St., Chicago, Illinois; (iv) GSI's properties located at (a) 2852-56 N Southport Ave., Chicago, Illinois, and at (b) 1411 W George St., Chicago, Illinois; and (v) Sheffield's property located at 2954 Sheffield Ave., Chicago, Illinois. The Debtors directly or indirectly own the Properties and improvements thereon. The Properties are encumbered by certain Mortgages, Security Agreements and Assignments of Leases and Rents executed by each of those Debtors in 2011 in connection with loans that UBS Real Estate Securities, Inc. extended to the Debtors. In 2012, UBS assigned its rights and interests in the Mortgages, Security Agreements, Assignments of Leases and Rents and other loan documents related to the Properties to Deutsche Bank Trust Company Americas, as (i) Trustee for the Registered Holders of UBS-Citigroup Commercial Mortgage Trust 2011-C1, Commercial Mortgage Pass-Through Certificates, Series 2011-C1, and as (ii) the Trustee for the Registered Holders of UBS-Citigroup Commercial Mortgage Trust 2011-C1, Commercial Mortgage Pass-Through Certificates, Series 2012-C1. In its capacity as the Special Servicer and as Attorney-in-Fact pursuant to a power of attorney that the Deutche Bank Trustee granted Rialto Capital Advisors, LLC, Rialto is authorized to act on behalf of the Deutche Bank Trustee with respect to the bankruptcy case. The Lender has filed claims under the Deutche Bank Loan Documents against the Erie, LaSalle and WSC estates in the amount of $29,184,034, and against the GSI and Sheffield estates in the amount of $9,648,365, which claims the Lender asserts are secured by the Properties. The Debtors dispute various components of the Lender's claims. On June 21, 2017, the Debtors filed a Combined Plan of Reorganization and Disclosure Statement, pursuant to which, if confirmed, Arthur Holmer would re-finance the Properties and purchase substantially all of the LLC membership interests in each of the Debtors that Holmer does not own already. Plan objections have been filed by the Trustee, the Office of the United States Trustee and the Lender. A combined hearing on confirmation of the Plan and approval of the Disclosure Statement has been scheduled for Sept. 11-12, 2017. On June 22, 2017, the Court entered its JLL Order authorizing the Trustee to employ Jones Lang LaSalle Americas (Illinois), L.P. as the Trustee's exclusive real estate broker for the purpose of selling the Properties. JLL has engaged in extensive marketing efforts on behalf of the Trustee. It prepared and sent offering materials to over 7,900 investors on a global stage via marketing e-mail blasts twice: first on July 12, 2017 and again on Aug. 1, 2017. JLL's marketing efforts generated nine offers to purchase the Properties, seven of which were offers to purchase the entire portfolio. After consultation with JLL, the Trustee has determined in her business judgment to sell the entire portfolio to the Buyer subject to higher or better offers. On Aug. 24, 2017, subject to the Court's approval, and subject to higher and better offers, the Trustee entered into an Agreement For Purchase and Sale of Real Property with the Buyer. Under the Sale Agreement, the Trustee proposes to sell to the Buyer or such other winning bidder(s) approved by the Court, free and clear of any and all liens, claims or other encumbrances, all right, title and interest of the Debtors in and to the Properties, including the land, improvements, personal property, intangible property, equipment and licenses related thereto. The Buyer proposes to purchase the Properties for a cash payment of $41.5 million, to be paid: (i) $2 million to be deposited into escrow within three business days after the date on which the Trustee provides notice to the Buyer of the entry of an Order approving the Sale Motion; and (ii) the balance to be paid at closing, which is to occur on Sept. 30, 2017. The Sale Agreement provides for the assumption and assignment of all contracts currently in effect relating to the ownership, management, development, operation, leasing or maintenance of the Properties, together with any and all amendments thereto, including all residential and commercial leases encumbering the Properties described on the Rent Roll in the Sale Agreement. In addition, the Sale Agreement provides for a due diligence period commencing on the date of the Sale Agreement and concluding on Sept. 19, 2017 at 4:00 p.m. (CT), during which time the Buyer may terminate the Sale Agreement, and in the event of termination, recover the Deposit. The Sale Agreement is conditioned, among other things, on the Court's entry, within 20 days after the full execution of the Sale Agreement, of an Order authorizing the Trustee to sell the Properties to the Buyer or to an alternative Winning Bidder pursuant to the terms set forth in the Sale Agreement and in the proposed Bidding Procedures. The salient terms of the Bidding Procedures are: a. Initial Bid Deadline: Sept. 19, 2017 at 12:00 p.m. (CT) b. Auction: To be held at 2:00 p.m. (Chicago Time) on Sept. 20, 2017 at the offices of FrankGecker LLP c. Purchase Price: $41.5 million d. Minimum Subsequent Overbid: Initial Overbid of $1,000,000 and subsequent increments of $50,000 e. Earnest Money: $2 million f. Break Up Fee: The Buyer will be entitled to payment of $500,000, free and clear of liens, claims and encumbrances, paid at Closing, from the Sale Proceeds of a Sale to a Winning Bidder other than the Buyer. g. As-Is Where-Is: The Properties will be offered on an "as is, where is" basis without representations or warranties of any kind whatsoever. h. Free and Clear: The sale is free and clear of all liens, claims, encumbrances or interests. i. Objections to Sale/Sale Motion: Sept. 25, 2017 at 4:00 p.m. (CT) A copy of the Sale Agreement and the Bidding Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/Erie_Street_339_Sales.pdf The Trustee asks the Court to scheduling the Sale Hearing on Sept. 28, 2017, to confirm the sale of the Properties. The Trustee asks that the Sale Order be effective immediately by providing that the 14-day stay under Fed.R.Bankr.P. Rule 6004(h) be waived. Given the nature of the issues addressed, the Trustee further asks that the Court waives the 15-page limit established by Local Bankruptcy Court Rule 5005-3.D. The Purchaser: STONEBRIDGE REAL ESTATE CO., INC. Attn: Maria Magnus 230 E. Ohio, Suite 400 Chicago, IL 60611 E-mail: mariamagnus@sbcglobal.net The Purchaser is represented by: Robert W. Glantz, Esq. SHAW FISHMAN GLANTZ & TOWBIN, LLC 321 N. Clark St., Suite 800 Chicago, IL E-mail: rglantz@shawfishman.com About Erie Street Investors Erie Street Investors, LLC, and its affiliates filed Chapter 11 bankruptcy petitions (Bankr. N.D. Ill. Lead Case No. 17-10554) on April 3, 2017. The affiliates are LaSalle Investors, LLC, WSC Parking Fund I, George Street Investors, LLC, and Sheffield Avenue Investors, LLC. Arthur Holmer, managing member of Weiland Ventures, LLC, signed the petitions. Erie Street Investors and LaSalle Investors each estimated between $10 million and $50 million in both assets and liabilities. WSC Parking Fund estimated between $1 million and $10 million in both assets and liabilities. The cases are assigned to Judge Deborah L. Thorne. The Debtors are represented by Crane, Heyman, Simon, Welch & Clar. Frances Gecker was appointed as Chapter 11 trustee for the Debtors on May 16, 2017. The trustee hired Ascend Property Management LLC as the Debtors' property manager; and Jones Lang LaSalle Americas (Illinois), L.P., as real estate broker. * * * On June 21, 2017, the Debtors filed a Chapter 11 plan of reorganization and disclosure statement. A combined hearing on confirmation of the Plan and approval of the Disclosure Statement has been scheduled for Sept. 11-12, 2017. EVIO INC: Inks Transfer Agreement with PalliaTech & PhytaTech ------------------------------------------------------------- EVIO, Inc., entered into a transfer agreement with PalliaTech, Inc. and PhytaTech CO, LLC, in order to (i) sell, assign and transfer to the Company all of the right, title and interest of PalliaTech and, as applicable, of PhytaTech, in and to that certain License Agreement dated May 17, 2016, by and among CannaSys, Inc., a Colorado corporation, the Transferor and PhytaTech and that certain Assignment Agreement dated July 26, 2016, between PhytaTech as assignor and the Transferor pursuant to the Second Assignment to the LIMS Assignment Agreement dated as of the Effective Date and an assignment of the CannaSys License Agreement dated as of the Effective Date, respectively, and (ii) cancel that certain Convertible Unsecured Promissory Note in the principal amount of $1,000,000 issued on May 14, 2014, by PhytaTech in favor of PalliaTech. In exchange for the cancellation by PalliaTech of the Existing PalliaTech Note pursuant to the Transfer Agreement, the Company issued a secured promissory note in the principal amount of $1,000,000 dated as of Sept. 6, 2017, secured by certain assets of the Company in accordance with the terms and conditions of that certain Security Agreement by and between the Company and PalliaTech, dated as of the Effective Date. On Sept. 6, 2017, the Company acquired the Rights pursuant to the Transfer Agreement. The consideration to be paid for the Rights included an aggregate of (A) $500,000 in cash; and (B) the New PalliaTech Note. In consideration for the issuance by the Company of the New PalliaTech Note, PhytaTech issued to the Company a secured promissory note in the principal amount of $1,300,000, dated as of the Effective Date, secured by certain assets of PhytaTech in accordance with the terms and conditions of that certain Security Agreement by and between the Company and PhytaTech, dated as of the Effective Date. The PhytaTech Note accrues interest at a rate of 8% annually, with all principal and any accrued and unpaid interest due and payable in full on the 1 year anniversary of the Effective Date. The repayment of all principal and accrued and unpaid interest is secured by a first priority interest in PhytaTech's assets as set forth in the PhytaTech Security Agreement. In exchange for the cancellation by PalliaTech of the Existing PalliaTech Note pursuant to the Transfer Agreement, the Company issued a secured promissory note in the principal amount of $1,000,000 dated as of Sept. 6, 2017, secured by certain assets of the Company in accordance with the terms and conditions of that certain Security Agreement by and between the Company and PalliaTech, dated as of the Effective Date. The New PalliaTech Note accrues interest at a rate of 8% annually, with all principal and any accrued and unpaid interest due and payable in full on the date that is 10 months from the Effective Date. The repayment of all principal and accrued and unpaid interest is secured by a first priority interest in the Company's assets as set forth in the PalliaTech Security Agreement. A full-text copy of the Form 8-K report is available at: https://is.gd/zFM1Ph About EVIO, Inc. EVIO, Inc., formerly known as Signal Bay, Inc., is a life science company that provides accredited analytical testing services and scientific research to the regulated cannabis industry. The Company's EVIO Labs division provides state-mandated ancillary services that don't directly support the supply chain, but are in place to ensure the safety and quality of the nation's cannabis supply. Learn more at www.eviolabs.com. The company can be reached directly @ 1-888-544-EVIO. At a special meeting of stockholders of Signal Bay held on Aug. 30, 2017, the stockholders of the Company approved, among other things, an amendment to the Company's Restated and Amended Articles of Incorporation to change the name of the Company to "EVIO, Inc." The name change took effect at 12:01 am Sept. 6, 2017. Signal Bay reported a net loss of $2.55 million for the year ended Sept. 30, 2016, following a net loss of $1.45 million for the year ended Sept. 30, 2015. As of June 30, 2017, Signal Bay had $3.97 million in total assets, $3.13 million in total liabilities and $838,396 in total equity. MaloneBailey, LLP, in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Sept. 30, 2016, stating that the Company has negative working capital, recurring losses from operations and likely needs financing in order to meet its financial obligations. These conditions raise significant doubt about the Company's ability to continue as a going concern. FAMILY CHILD CARE: Hires Seaman Shinkunas as Accountant ------------------------------------------------------- Family Child Care, LLC, seeks authority from the U.S. Bankruptcy Court for the Northern District of Alabama to employ Seaman Shinkunas & Lindgren, P.C., as accountant to the Debtor. Family Child Care requires Seaman Shinkunas to: a. provide bookkeeping services; b. prepare the Debtor's annual personal property tax returns; c. provide payroll services; d. compile the annual and interim balance sheets and related statements of income, retained earnings and cash flows of the Debtor for the year ended December 31, 2017; e. prepare the federal and state income tax returns for the state of Alabama for the year ended December 31, 2017; and f. provide general business advice and tax planning. Seaman Shinkunas will be paid as follows: -- $1,645 for August and September 2017 for live payroll, controllership, tax management and financial reporting. Including $430 for live payroll processing, $650 for controllership, $65 for tax management and $500 for financial reporting; and -- $1,215 for October, November and December 2017 for controllership, tax management and financial reporting provided transition to outsourced or internal payroll processing has been accomplished. Seaman Shinkunas will also be reimbursed for reasonable out-of-pocket expenses incurred. Paul M. Lindgren, partner of Seaman Shinkunas & Lindgren, 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. Seaman Shinkunas can be reached at: Paul M. Lindgren, Esq. SEAMAN SHINKUNAS & LINDGREN, P.C. 109B Jefferson Street Huntsville, AL 35801 Tel: (256) 489-3787 About Family Child Care, LLC Family Child Care, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Case No. 17-80334) on Feb. 3, 2017. The petition was signed by Troy Ponder, owner. The case is assigned to Judge Clifton R. Jessup Jr. Stuart M. Maples, Esq., at Maples Law Firm, PC, serves as the Debtor's bankruptcy counsel. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. FAUSER OIL: Selling All Operating Assets & Oelwein Property for $8M ------------------------------------------------------------------- Fauser Oil Co., Inc., Ron's L.P. Gas Service, LLC, Fauser Transport, Inc., Dawson Oil Co., LLC, CEF Energy, LLC, and Fauser Energy Resources, Inc., ask the U.S. Bankruptcy Court for the Northern District of Iowa to authorize the private sale (i) by the Operating Debtors Fauser Oil and Ron of substantially all of their operating assets; and (ii) by Transport of one parcel of its real estate, located in Oelwein, Iowa, and its trade name to Midwest Industrial Fuels, Inc. for the total purchase price $7,750,000, plus the value of the accounts receivable and inventory owned by Fauser Oil and Ron's as of the date of closing ("Working Capital Addition"), subject to adjustments and pro-rations. A hearing on the Motion is set for Sept. 19, 2017, at 1:30 p.m. On March 23, 2017, US Bank, the Debtor's prepetition secured creditor, informed the Debtors that it would no longer extend credit to them, effective that day. Immediately in response, Fauser Oil had no choice but to cease operating its wholesale fuel business. Through this portion of the business, Fauser Oil sold fuel (gasoline, diesel and ethanol) to customers who would then resell it to the public, e.g., c-stores. The wholesale fuel business was a high revenue and high expense operation, with extremely slim profit margins and involving very few hard assets. Beginning in June of 2017, the Operating Debtors, with the assistance of their financial consultants, began to explore the sale of their remaining core business assets, including primarily the bulk fuel and propane businesses, and the assets related to those businesses, as a single going concern. When they commenced the sale process, they reached out to the Buyer and several other similarly situated companies asking for a showing of interest. This sale process has included identification of potential interested buyers for some or all of Operating Debtors' assets, including, but not limited to the Sale Assets. The Operating Debtors began vigorously negotiating in earnest with the Buyer in June of this year, and the Asset Purchase Agreement dated Sept. 1, 2017, APA is the result of those negotiations. The Buyer is not related to any of the Debtors. However, some of the Debtors and the Buyer have done business together for several years, and entities related to the Buyer have purchased some of the Debtors' excess wholesale inventory in the past. In addition, Paul Fauser and the Buyer are in the process of negotiating a post-closing consulting agreement, but as of the date of the Motion neither the agreement nor its terms have been finalized. The Sale Assets consist of the assets that the Operating Debtors have historically used to operate the bulk fuel and propane operating business. The assets to be sold under the APA include real property, goodwill, significant amounts of equipment (such as trucks and tanks), inventory, accounts receivables, certain executory contracts and unexpired leases, customer lists, trade names, and other tangible and intangible property as more specifically described in the APA. The Operating Debtors propose to sell, assume and assign the following nonresidential real property leases to the Buyer: (i) The Bulk Plant located in West Union, Iowa, and leased from Northern Ag Service, Inc., (Fauser Oil)($0 cure amount); (ii) 2903 Highway 26, New Albin, IA, and leased from Richard Dibert (Fauser Oil)($250 Estimated Cure Amount); 29741 850th Avenue, Blooming Prairie, MN, leased from Dale L. Anderson (Ron's)($0 cure amount); and (iv) all leases with customers for tanks (Fauser Oil and Ron's)($0 cure amount). In addition, the Debtors propose to sell, assume and assign all contracts for the sale of propane with their customers ("Customer Contracts"), both those that may remain from before the Petition Date and all of those entered into after the Petition Date. They estimate there are 2313 customers with contracts in place to purchase propane from them. Hand-in-hand with the sale, the assumption and assignment of all customer contracts referenced, the Debtors propose to sell, assume and assign all of the tank leases with their customers, which exist because Debtors own the propane tanks located on the relevant customer's property, and then lease those tanks to their customers to be placed on the customers' property ("Customer Leases"). They estimate that there are 2,693 such Customer Leases to be assumed and assigned, both those that may remain from before the Petition Date and those entered into after the Petition Date. None of the Customer Contracts and the Customer Leases require the payment of any cure amount. However, the Debtors are holding certain customer deposits and customer overpayment balances related to the Customer Contracts. Pursuant to the APA, the Buyer is assuming all obligations owed by Operating Buyers to customers at Closing, and will receive a credit on the Purchase Price in the amount of the obligations it assumes. The Debtors' estimated closing statements provide for certain claims to be paid at closing as a credit to the purchase price, other claims to be paid in full by the relevant Debtor at Closing, and the remainder of claims to be paid at a later date by further order of the Court. The APA requires that the Buyer's purchase the Sale Assets must be free and clear of all liens, claims, interests and encumbrances. Pursuant to the terms of the APA, all outstanding real estate taxes will be paid in full, at Closing, and as yet unassessed real estate taxes will be paid by the Debtor, at closing, as part of the standard real estate tax pro-ration process. A copy of the APA and the Closing Statements attached to the Motion is available for free at: http://bankrupt.com/misc/Fauser_Oil_314_Sales.pdf The following assets are included in the Purchased Assets and are subject to the Postville Bulk Plan Partnership Agreement: all personal property/ equipment located on the real estate owned by Fauser Oil in Postville, Iowa, more particularly described as: a bulk fuel storage and spill containment facility, which includes, among other things, all storage tanks, pumps, meters, piping, and any structure constructed for the containment of spills, all of which is located at 280 North West St., in Postville, Iowa. The Postville Agreement is a partnership between Fauser Oil and the Postville Farmers Cooperative Society (or its successors), dated Jan. 26, 2016. The partnership's only assets consist of those comprising the Postville Plant. In relevant part, the Postville Agreement provides that it will continue until terminated by either party. Upon any such dissolution of the partnership, the assets of the partnership will be promptly liquidated and Fauser will have the first option to purchase the interest of the Coop by paying to the Coop the fair market value of the interest of the Coop in the Postville Plant. The Motion constitutes Fauser Oil's election to exercise its first option to purchase the interest of the Coop in the Postville Plant, subject to an agreement on the fair market value of that interest, or a later determination by the Court of the value of that interest. Fauser Oil asks the authority to enter into leases with the Buyer to lease office spaces and real estate that Fauser Oil owns located at 204 Lawler Street, Postville, Iowa, 990 S. Frederick Avenue, Oelwein, Iowa and 106 Center Street, Elgin Iowa. The specific terms of the office leases are not yet determined. However, they will be negotiated using solid business judgment. Further, the APA requires that Fauser Oil deliver these three office leases at Closing. Based upon the sale process itself and based upon best business judgment of Paul Fauser, the urchase Price is reasonable. The Operating Debtors believe that the sale of the Sale Assets to Buyer, and closing on such sale within days of the entry of an order approving the sale, as provided for in the APA, is in the best interests of the Operating Debtors and their respective estates. Accordingly, they ask the Court to approve the relief sought. The Debtors ask that any order approving the relief requested be effective immediately, by providing that the 14-day stay that Bankruptcy Rules 6004(h) and 6006(d) provide is inapplicable. Although the APA requires that the parties close the transactions contemplated by the APA by Oct. 16, 2017, the parties intend to close as quickly as possible under the circumstances. They further ask that the Notice period for the Motion be shortened to conform to the date already chosen by the Court for a hearing. The Purchaser: MIDWEST INDUSTRIAL FUELS, INC. 920 10th Ave. North Onalaska, WI 54650 About Fauser Oil Co. Elgin, Iowa-based Fauser Energy Resources, Inc. -- http://www.fauserenergy.com/-- supplies and delivers propane and fuel products to residential and commercial customers throughout the Midwest region of the U.S. Fauser Oil Co. Inc., Fauser Energy Resources Inc., Fauser Transport Inc. and Ron's L.P. Gas Service LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Iowa Lead Case No. 17-00466) on April 24, 2017. Paul Fauser, president, signed the petition. On July 7, 2017, the Court entered an order jointly administering all of the Debtors' Cases. At the time of the filing, Fauser Energy estimated its assets and debt at $1 million to $10 million. Judge Thad J. Collins presides over the case. Sweet DeMarb LLC serves as counsel to the Debtors, with the engagement led by James D. Sweet, Esq., and Rebecca R. DeMarb, Esq. Yara El-Farhan Halloush, Esq., of Halloush Law Office, P.C., is the Debtors' local co-counsel. Ravinia Capital LLC is the Debtor's investment banker and financial advisor. On May 12, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors for Fauser Oil. No creditors' committee has been appointed for the other Debtors. The Fauser Oil Committee retained Pepper Hamilton as legal counsel and Cutler Law Firm, P.C., as associate counsel. FOSTER ENTERPRISES: Sale of Covina Property for $1.1M Approved -------------------------------------------------------------- Judge Scott C. Clarkson of the U.S. Bankruptcy Court for the Central District of California authorized the private sale by Foster Enterprises, Howard Foster, and Anna Foster, of the real property located at 20262 Dameral Drive, Covina, California, APN: 8277-021-013, to Simon Pei En Chu and Min Li, as trustees of the Simon Chu & Min Li Living Trust dated March 31, 2007, for $1,090,000; and their employment of RE/MAX Realty 100 as the Foster Individuals' real estate broker in connection with the marketing and sale of the Property. A hearing on the Motion was held on Aug. 31, 2017 at 10:00 a.m. The sale of the Property is free and clear of all liens, claims, and interests of the Internal Revenue Service, with such liens, claims, and interests of the IRS will attach to the proceeds of the sale of the Property with the same force, effect, validity, and priority that existed against the Property. RE/MAX's employment is effective July 10, 2017, upon the terms and conditions set forth in the Listing Agreement, and with compensation sought by the Broker governed by 11 U.S.C. Section 328. In connection with the closing of the sale of the Property, the Broker will be entitled to compensation in the form of the Commission and such Commission is allowed on a final basis in the amount of $54,500. In connection with the closing of the sale of the Property, the Foster Individuals are authorized to apply the Buyer Credit and to pay the Mortgage Lien, Property Tax Liens, Commission, and Costs of Sale from the proceeds of the sale of the Property. Upon the closing of the sale of the Property, the Foster Individuals will establish the New DIP Account and will cause all remaining sale proceeds following the application and payment of the Permissible Costs to be deposited into the New DIP Account. A copy of the Order will be given to the bank that opens and maintains the New DIP Account at the time that the New DIP Account is opened. Absent further order of the Court, the Remaining Proceeds, including any amounts allocated on account of the Foster Individuals' claimed $175,000 homestead exemption, will remain in the New DIP Account, and no withdrawals or disbursements of any amount of the Remaining Proceeds will be made from the New DIP Account. In the event that the Foster Individuals' chapter 11 case is dismissed and any amount of the Remaining Proceeds still remains in the New DIP Account at the time of dismissal, the Court will retain jurisdiction over all matters, disputes, and issues relating to the distribution of the Remainder Proceeds, including making a determination regarding the appropriate recipients of any portion of the Remainder Proceeds upon a properly noticed motion by the Foster Individuals or the United States. The 14-day stay under Federal Rule of Bankruptcy Procedure 6004(h) is waived. About Foster Enterprises Foster Enterprises is a trucking company in in Ontario, California. The principal business address of the Company is 13610 S. Archibald Avenue, Ontario, San Bernardino County, California. Foster Enterprises sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 17-15749) on July 10, 2017, estimating assets and liabilities at $1 million to $10 million. The petition was signed by Jeffery Foster, general partner. The case is assigned to Judge Scott C. Clarkson. The Debtor tapped Dean G Rallis, Jr., Esq., at Angin, Flewelling, Rasmussen, Campbell & Trytten LLP as counsel. GALATIANS ENTERPRISES: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Galatians Enterprises, Inc. as of September 6, according to a court docket. About Galatians Enterprises Inc. Galatians Enterprises, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tenn. Case No. 17-26959) on August 9, 2017. At the time of the filing, the Debtor disclosed that it had estimated assets and liabilities of less than $1 million. Judge David S. Kennedy presides over the case. GANDER MOUNTAIN: Sale of Gift Cards Approved -------------------------------------------- Judge Michael E. Ridgway of the U.S. Bankruptcy Court for the District of Minnesota authorized Gander Mountain Company and Overton's, Inc. to sell the gift cards (i) at the resale value to their current or former non-insider employees, independent contractors, or workers employed through third party staffing agencies; or (ii) online at the resale value or such other price as accepted by the debtors in their discretion. Notwithstanding Federal Rule of Bankruptcy Procedure 6004(h), the Order is effective immediately. About Gander Mountain Gander Mountain Company operates outdoor specialty stores dedicated for shooting sports, hunting, fishing, camping, marine, apparel, footwear, and outdoor lifestyle products. Its subsidiary Overton's, Inc., is a catalog and internet retailer of products for the recreational boater and other water sports enthusiasts at http://www.Overtons.com/ Gander Mountain and Overton's Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Minn. Case Nos. 17-30673 and 17-30675) on March 10, 2017. The cases are jointly administered under Case No. 17-30673. The petitions were signed by Timothy Becker, Executive VP of Lighthouse Management Group, Inc., as CRO. The cases are assigned to Judge Michael E. Ridgway. At the time of the filing, the Debtor estimated its assets and debt at $500 million to $1 billion. The Debtors' advisors in the restructuring are Fredrikson & Byron, PA, which serves as legal counsel; Lighthouse Management Group, chief restructuring officer; Hilco Real Estate LLC, real estate advisor; and Faegre Baker Daniels LLP, special corporate counsel. Donlin, Recano & Company Inc. is the Debtors' claims, noticing and balloting agent. Houlihan Lokey Capital Inc. serves as the Debtors' investment banker. On March 13, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee members are: (1) Ellett Brothers; (2) Carhartt, Inc.; (3) Smith & Wesson Corp; (4) Pure Fishing, Inc.; (5) Benelli USA; (6) Vista Outdoor Sales, LLC; (7) National Retail Properties, Inc.; (8) Liberty Safe and Security Products, Inc.; and (9) DDR Corp. The Committee retained Jeffrey Cohen, Esq., at Lowenstein Sandler LLP, as its counsel and Connie Lahn, Esq., Christopher Knapp, Esq. and Roger Maldonado, Esq. at Barnes & Thornburg LLP as co-counsel. GENERAL MOTORS: Fitch to Rate Series A Preferred Stock 'BB+(EXP)' ----------------------------------------------------------------- Fitch Ratings expects to rate General Motors Financial Company Inc.'s (GMF) Series A cumulative perpetual preferred stock 'BB+(EXP)/RR6'. The preferred shares are expected to be subordinated to existing unsecured debt but senior to common shares. Distributions, when and if declared by the board of directors, will be payable semi-annually at a fixed rate through September 2027 and converting to a variable rate paid quarterly thereafter. Distributions on the preferred stock are cumulative from the date of issuance. The preferred stock is perpetual in nature but may be redeemed, at GMF's option, 10 years after issuance. Holders of the Series A preferred stock will have no rights to require redemption of the preferred shares. Proceeds from the issuance are expected to be used for general corporate purposes. KEY RATING DRIVERS PREFERRED STOCK The preferred stock is expected to be rated two notches lower than GMF's long-term Issuer Default Rating (IDR) in accordance with Fitch's 'Non-Financial Corporates Hybrids Treatment and Notching Criteria' (April 2017). The preferred stock rating includes two notches for loss severity, reflecting the preferred units' subordination and heightened risk of non-performance relative to other obligations, namely existing secured and unsecured debt. Fitch has afforded the issuance 50% equity credit given the cumulative nature of the dividends and because the preferred stock is perpetual in nature. RATING SENSITIVITIES PREFERRED STOCK The preferred stock rating is sensitive to changes in GMF's long-term IDR and would move in tandem with any changes to the IDR. GMF's IDR is linked to the ratings of its parent, General Motors Company (GM). GMF's ratings will move in tandem with its parent, although any change in Fitch's view on whether GMF remains core to its parent could change this rating linkage. Fitch cannot envision a scenario where GMF would be rated higher than the parent. A material increase in GMF's leverage without a corresponding improvement in the credit profile of the portfolio, an inability to access funding for an extended period of time, consistent and sustained operating losses and/or significant deterioration in the credit quality of the underlying loan and lease portfolio could become constraining factors on the parent's, and therefore GMF's, ratings. Fitch has assigned the following expected rating: GMF -- Series A Preferred stock rating 'BB+(EXP)/RR6'. Fitch currently rates GMF's affiliated entities as follows: GMF -- Long-term IDR 'BBB'; -- Senior unsecured debt 'BBB'; -- Short-term IDR 'F2'. Opel Bank GmbH -- Senior unsecured debt 'BBB'. GMAC (UK) Plc -- Short-term debt 'F2'. General Motors Financial International B.V. -- Euro Medium Term Note Programme 'BBB'. The Rating Outlook is Stable. The following ratings are currently on Rating Watch Evolving: Opel Bank GmbH -- Long-term IDR 'BBB-'; -- Short-term IDR 'F3'. GMAC (UK) Plc -- Long-term IDR 'BBB-'; -- Short-term IDR 'F3'. General Motors Financial International B.V. -- Long-term IDR 'BBB-'. GOODWILL INDUSTRIES: Hires Larson & Zirzow as Counsel ----------------------------------------------------- Goodwill Industries of Southern Nevada, Inc., seeks authorization from the U.S. Bankruptcy Court for the District of Nevada to employ Larson & Zirzow, LLC as general reorganization counsel for the Debtor, nunc pro tunc to August 11, 2017. The Debtor requires Larson & Zirzow to: a. prepare on behalf of the Debtor, as debtor in possession, all necessary or appropriate motions, applications, answers, orders, reports, and other papers in connection with the administration of the Debtor's bankruptcy estate; b. take all necessary or appropriate actions in connection with a plan of reorganization and related disclosure statement, and all related documents, and such further actions as may be required in connection with the administration of the Debtor's estate; c. take all necessary actions to protect and preserve the estate of the Debtor including the prosecution of actions on the Debtor's behalf, the defense of any actions commenced against the Debtor, the negotiation of disputes in which the Debtor is involved, and the preparation of objections to claims filed against the Debtor's estate; and d. perform other necessary legal services in connection with the prosecution of the Chapter 11 Case. The principal attorneys from Larson & Zirzow representing the Debtor will be Zachariah Larson, Esq., and Matthew C. Zirzow, whose normal hourly rate is $500 per hour; however, they have agreed to a 50% discount of that rate, thus making their hourly rates for this matter only $250 per hour. Larson & Zirzow will also be reimbursed for reasonable out-of-pocket expenses incurred. Matthew C. Zirzow, Esq., partner at Larson & Zirzow, 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. Larson & Zirzow may be reached at: Matthew C. Zirzow, Esq. Zachariah Larson, Esq. Larson & Zirzow, LLC 850 E. Bonneville Ave. Las Vegas, NV 89101 Tel: (702) 382-1170 Fax: (702) 382-1169 E-mail: zlarson@lzlawnv.com mzirzow@lzlawnv.com About Goodwill Industries Founded in 1975 and headquartered in North Las Vegas, Nevada, Goodwill of Southern Nevada -- http://www.goodwill.vegas-- is a registered 501(c)(3) nonprofit, accepts the communities' gifts in the form of donated goods and sells those items to provide free job training and placement services for unemployed locals. In 2016, Goodwill of Southern Nevada served the job training needs of 14,465 and directly placed 3,004 individuals into local jobs. Goodwill also makes a significant impact on the environment through recycling and reuse practices. In 2016, there were 873,624 generous donors of goods who helped Goodwill divert over 26 million pounds from its local landfills. Goodwill Industries of Southern Nevada, Inc. -- d/b/a Goodwill of Southern Nevada, Goodwill Deja Blue Boutique, Goodwill Store/Donation Center, Goodwill Clearance Center, Goodwill Select, and Goodwill Donation Center -- filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 17-14398) on Aug. 11, 2017, estimating its assets and debts at between $10 million and $50 million. The petition was signed by John Hederman, interim chief executive officer. Judge Bruce T. Beeley presides over the case. Zachariah Larson, Esq., at Larson & Zirzow, LLC, serves as the Debtor's bankruptcy counsel. GRASS VALLEY: Court Confirms Amended Plan of Reorganization ----------------------------------------------------------- Judge R. Kimball Mosier of the U.S. Bankruptcy Court for the District of Utah confirmed Debtor Grass Valley Holdings, L.P.'s amended plan of reorganization dated July 17, 2017. Judge Mosier found that the Debtor proposed the Amended Plan in good faith and not by any means forbidden by law, thereby satisfying Bankruptcy Code section 1129(a)(3). In determining that the Amended Plan has been proposed in good faith, the Court has examined the totality of the circumstances surrounding the filing of the Bankruptcy Case and the formulation of the Amended Plan. The Debtor proposed the Amended Plan with the legitimate and honest purposes of, among other things, reaching a fair, equitable, and expeditious resolution of the complex business and legal issues presented by this Bankruptcy Case. The Amended Plan is also feasible and is not likely to be followed by a liquidation or further financial reorganization. The Debtor has presented credible and persuasive evidence that it will be able to make all payments required to be made under the Amended Plan, and will otherwise be able to satisfy all of its obligations under the Amended Plan. In summary, the Amended Plan complies with and the Debtor has satisfied all applicable confirmation requirements and the Amended Plan is confirmed. The bankruptcy case is In re: GRASS VALLEY HOLDINGS, L.P., (Chapter 11), Debtor, Bankruptcy No. 15-24513 (Bankr. D. Utah). A full-text copy of Judge Mosier's Decision dated Sept. 1, 2017, is available at https://goo.gl/zidJdZ from Leagle.com. Grass Valley Holdings, L.P., Debtor, represented by P. Bruce Badger -- bbadger@fabianvancott.com -- FabianVanCott, Aaron R. Harris -- aharris@djplaw.com -- Durham Jones & Pinegar, PC, Gary E. Jubber -- gjubber@fabianvancott.com -- Fabian VanCott, Steven J. McCardell – smccardell@djplaw.com -- Durham Jones & Pinegar, Marcus R. Mumford -- mrm@mumfordpc.com -- Mumford, P.C. & Douglas J. Payne -- dpayne@fabianvancott.com -- Fabian VanCott. United States Trustee, U.S. Trustee, represented by John T. Morgan -- john.t.morgan@usdoj.gov -- US Trustees Office. About Grass Valley Holdings Based in Springville, Utah, Grass Valley Holdings, L.P., is a holding company for real property located in Utah as well as an interest in real property located in Idaho Falls, Idaho. Grass Valley Holdings commenced a Chapter 11 bankruptcy case (Bankr. D. Utah Case No. 15-24513) in Salt Lake City, Utah, on May 15, 2015. The Debtor disclosed $21,478,874 in assets and $13,187,245 in liabilities as of the Chapter 11 filing. The case is assigned to Judge R. Kimball Mosier. The Debtor is represented by Gary E. Jubber, Esq., and Douglas J. Payne, Esq., at Fabian and Clendinin, in Salt Lake City. On April 27, 2017, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization. The initial plan proposed to pay Class 6 general non-priority unsecured claims in full, plus interest. A copy of the disclosure statement is available for free at https://is.gd/a5Iwqb GREAT BASIN: Terminates All 79 Furloughed Workers ------------------------------------------------- Great Basin Scientific, Inc., executed a workforce reduction resulting in the termination of all 79 employees that were on a temporary furlough, which the Company previously disclosed in its quarterly report on Form 10-Q and an 8-K filed with the Securities and Exchange Commission on Aug. 16, 2017. The Company said the workforce reduction was necessary as a cost cutting measure due to the lack of operating funds. The Company currently has 15 full time and no part time employees and is discussing with certain holders of its existing securities potential funding to enable the Company to continue its operations; however, there can be no assurance that the Company will obtain such funding in a timely manner, if ever. The Company said that absent requisite funding to continue its operations, it may be forced to cease operations entirely and may seek bankruptcy protection. About Great Basin West Valley City, Utah-based Great Basin Scientific Inc. -- http://www.gbscience.com/-- is a molecular diagnostic testing company focused on the development and commercialization of its patented, molecular diagnostic platform designed to test for infectious disease, especially hospital-acquired infections. The Company believes that small to medium sized hospital laboratories, those under 400 beds, are in need of simpler and more affordable molecular diagnostic testing methods. The Company markets a system that combines both affordability and ease-of-use, when compared to other commercially available molecular testing methods. Great Basin Scientific reported a net loss of $89.14 million on $3.04 million of revenues for the year ended Dec. 31, 2016, compared to a net loss of $57.89 million on $2.14 million of revenues for the year ended Dec. 31, 2015. As of March 31, 2017, Great Basin had $29.24 million in total assets, $59.10 million in total liabilities, and a total stockholders' deficit of $29.86 million. The Company's independent accountants, BDO USA, LLP, in Salt Lake City, Utah, expressed "substantial doubt" about the Company's ability to continue as a going concern noting that the Company has incurred substantial losses from operations, has negative operating cash flows and has a net capital deficiency. GREENLIGHT ORGANIC: Hires Garman Turner Gordon as Counsel --------------------------------------------------------- Greenlight Organic Inc., seeks authorization from the U.S. Bankruptcy Court for the District of Nevada to employ Garman Turner Gordon, LLP as attorneys for Debtor, nunc pro tunc to July 25, 2017. The Debtor requires Garman Turner Gordon to: a. prepare on behalf of the Debtor, as debtor-in-possession, all necessary or appropriate motions, applications, answers, orders, reports, and other papers in connection with the administration of the Debtor's estate; b. take all necessary or appropriate actions in connection with a plan or plans of reorganization and related disclosure statement(s) and all related documents, and such further actions as may be required in connection with the administration of the Debtor's estate; c. take all necessary actions to protect and preserve the estate of the Debtor, including the prosecution of actions on the Debtor's behalf, the defense of any actions commenced against the Debtor, the negotiation of disputes in which the Debtor is involved, and the preparation of objections to claims filed against the Debtor's estate; and d. perform all other necessary legal services in connection with the prosecution of the Debtor's Chapter 11 Case. Garman Turner Gordon will be paid at these hourly rates: Shareholders $445-$775 Associates $250-$385 Paraprofessionals $130-$190 Garman Turner Gordon received an $80,000 retainer from the Debtor prior to the bankruptcy filing to pay for legal services and costs to be rendered in connection with the Chapter 11 case. The firm is currently holding the retainer sum of $73,142.50. Mark M. Weisenmiller, Esq., an associate of Garman Turner Gordon, 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. GTG may be reached at: Mark M. Weisenmiller, Esq. Garman Turner Gordon, LLP 650 White Drive, Suite 100 Las Vegas, NV 89119 Tel: (725) 777-3000 About Greenlight Organic Inc. Greenlight Organic Inc. filed a Chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 17-14000) on July 25, 2017. Gregory E. Garman, Esq. at Garman Turner Gordon, LLP serves as bankruptcy counsel. The Debtor's assets and liabilities are both below $1 million. GREENWAY HEALTH: Loan Price Increase No Impact on Moody's B3 CFR ---------------------------------------------------------------- Moody's Investors Service said Greenway Health, LLC's announced term loan price decrease is a credit positive development but that the B3 Corporate Family and senior secured ratings and the stable ratings outlook remain unchanged at this time. Greenway provides revenue cycle management, practice management and electronic healthcare record software to physician practices and community and urgent health care centers and clinics. Controlled by affiliates of Vista Equity Partners, Moody's expects revenue of over $350 million in fiscal 2018 (ends September). HARTFORD CITY: Warns of Possible Bankruptcy, Asks for State Aid --------------------------------------------------------------- Hartford City could be forced to file for municipal bankruptcy in 60 days without state funding in place, Alex Wolf, writing for Bankruptcy Law360, reports, citing officials for the city of Hartford, Connecticut. The capital, says Law360, is struggling to patch a $50 million budget deficit. Law360 relates that Hartford Mayor Luke Bronin and other city officials laid out in a letter sent to Gov. Dannel P. Malloy and Connecticut's legislative leaders a list of options that the state could take to address the city's fiscal crisis. HILTZ WASTE: Hires Verdolino & Lowey as Accountant -------------------------------------------------- Mark G. DeGiacomo, the Chapter 11 Trustee of Hiltz Waste Disposal, Inc., seeks authority from the U.S. Bankruptcy Court for the District of Massachusetts to employ Verdolino & Lowey, P.C., as accountant to the Trustee. The Trustee requires Verdolino & Lowey to: a. prepare and file on behalf of the estate all necessary tax returns that may be required by federal, state or local law; b. advise the Trustee regarding the tax implications of asset recovery; c. advise and assist the Trustee with respect to evaluating and objecting to proofs of claim submitted by federal and state taxing authorities; and d. assist the Trustee in reviewing and examining the books and records of the Debtor with respect to potential preference and fraudulent conveyance or transfer claims; and assist the Trustee with other tasks that the Trustee may require and reasonably request. Verdolino & Lowey will be paid at these hourly rates: Principals $455 Managers $245-$395 Staff $215-$375 Bookkeepers $185-$225 Clerical $90 Verdolino & Lowey will also be reimbursed for reasonable out-of-pocket expenses incurred. Craig R. Jalbert, principal of Verdolino & Lowey, 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. Verdolino & Lowey can be reached at: Craig R. Jalbert VERDOLINO & LOWEY, P.C. 124 Washington Street Foxboro, MA 02035 Tel: (508) 543-1720 About Hiltz Waste Disposal, Inc. Hiltz Waste Disposal, Inc., filed a Chapter 11 petition (Bankr. D. Mass. Case No. 16-13459) on Sept. 7, 2016. Deborah S. Hiltz, its president, signed the petition. The Debtor estimated assets and liabilities at $1 million to $10 million. The case is assigned to Judge Joan N. Feeny. Aaron S. Todrin, Esq., at Sassoon & Cymrot, LLP, serves as counsel to the Debtor. Silverman, Avila & Gershaw, CPAs, is the Debtor's accountants. The Official Committee of Unsecured Creditors formed in the case retained Morrissey Wilson & Zafiropoulos, LLP, as counsel to the Committee, effective as of Oct. 19, 2016. Mark G. DeGiacomo has been appointed as Chapter 11 Trustee for the Debtor. The Trustee hired Murtha Cullina LLP as counsel. I.O. METRO: Gilliland Buying Dallas Property Lease for $135K ------------------------------------------------------------ I.O. Metro, LLC, doing business as Erdos at Home, asks the U.S. Bankruptcy Court for the Northern District of Texas to authorize it (i) to sell its lease at 4531 McKinney Ave., Dallas, Texas to Gilliland Properties II, Ltd ("Landlord") for $135,000; and (ii) to assume and assign all of its interests and rights pursuant to or under the Lease to the Landlord. assume the Lease at 4531 McKinney Ave., Dallas, Texas and assign and/or sell and assign all of its interests and rights pursuant to or under the Lease to Gilliland Properties II, Ltd ("Landlord"), and pursuant to Federal Rule of Bankruptcy Procedure 9019 to compromise and mutually release claims amongst each other. On April 24, 2017, the Debtor filed an expedited motion ("GOB Motion") asking, among other things: (i) authorization for the assumption of an executory contract between the Debtor on the one hand and International Rug Group, LLC, doing business as International Retail Group and SB Capital Group, LLC ("Consultant") on the other; (ii) approving the sale of substantially all of the Debtor's assets to the Consultant; and (iii) approving the Debtor's request to allow the Consultant to conduct going out of business sales at the Debtor's locations. On May 12, 2017, following notice and an evidentiary hearing, The Court entered an order approving the GOB Motion and granting the relief requested therein. Prior to the Petition Date, the Debtor operated 13 furniture stores in seven states across the country. Each of the Debtor's locations was leased from a third-party landlord. During the course of the GOB sale, the Debtor submitted its lease portfolio to national and regional brokers to determine if any of its leases had value to the estate. The Debtor was informed that the Lease had potential value to its estate. The Debtor asked the brokers it consulted with if any would be willing to assist the Debtor in marketing the Lease. Ultimately, the Debtor selected Jones Lang LaSalle ("JLL") to assist the Debtor with maximizing the value of the lease for the benefit of its estate. By separate application, the Debtor has requested authority to retain JLL, nunc pro tunc as its real estate consultant. The GOB sale is scheduled to conclude on Sept. 9, 2017, and the Debtor had until such date to assume or reject the Lease; however, as a result of an agreement between the Debtor and the Landlord and an order of the Court, the Debtor's deadline to assume or reject the Lease was extended to Sept. 30, 2017. To date, JLL has evaluated the Lease, compiled a list of parties that might have interest in the Lease, and discussed the Lease informally with some of the parties that might have interest in the Lease. Additionally, the counsel for the Debtor had discussions with counsel for the Landlord to determine if the Landlord had interest in buying out the Lease. On Sept. 6, 2017, the Debtor conducted a meeting with the Landlord and its counsel to discuss the Landlord's interest in buying out the Lease. At the meeting the Landlord offered to purchase the Debtor's interest in the Lease for $135,000 in cash and an exchange of mutual releases which would include Landlord's waiver of the Landlord's pre and post-petition claims against the Debtor's estate. After consulting with JLL regarding the Landlord's offer, the Debtor's Chief Restructuring Officer determined that under the circumstances, accepting the Landlord's offer would maximize the value of the Lease and was in the best interest of the Debtor's estate. The Debtor is unaware of any liens on the Lease; however, to the extent any liens do exist, it asks that the Lease be sold free and clear of any and all such interests, with such interests attaching to the net proceeds of the sale of the Lease to the same extent and priority as they existed on the Lease. The Debtor's decision to sell the Lease to the Landlord is supported by sound business judgment. First, its estate does not have sufficient funds to keep paying the Lease beyond September 2017. Second, it would be difficult for it to find a different purchaser that would be ready, willing and able to close on an assumption and assignment of the Lease by Sept. 30, 2017. For these reasons, the Debtor believes the sale of the Lease to the Landlord and release of claims will maximize the value of the lease for the benefit of its estate. Accordingly, the Debtor asks the Court to approve the relief sought. The Debtor asks that the Court waives the 14-day stay provision of Fed. R. Bank. P. 6004(g) in connection with the sale of the Lease and that any Order approving the sale of the Lease be effective immediately upon its entry, and that such Order be binding on the Debtor and any trustee appointed in this and any subsequent bankruptcy proceeding. About I.O. Metro I.O. Metro LLC, doing business as Erdos at Home, is a privately-held retailer of consumer furniture with its headquarters in Dallas, Texas. It operates 13 retail outlets in seven states and has one distribution center in Arkansas. I.O. Metro sought bankruptcy protection (Bankr. N.D. Tex. Case No. 17-31607) on April 21, 2017. Gregg Stewart, the CRO, signed the petition. The Debtor estimated total assets of $1 million to $10 million and total liabilities of $10 million to $50 million. The Hon. Stacey G. Jernigan oversees the case. The Debtor hired Shapiro Bieging Barber Otteson LLP and Saul Ewing LLP as its counsel. IHEARTCOMMUNICATIONS INC: Extends Notes Private Offers to Sept. 29 ------------------------------------------------------------------ iHeartCommunications, Inc., announced that it is extending the private offers to holders of certain series of the Company's outstanding debt securities to exchange the Existing Notes for new securities of iHeartMedia, Inc., CC Outdoor Holdings, Inc. and iHeartCommunications, and the related solicitation of consents from holders of Existing Notes to certain amendments to the indentures and security documents governing the Existing Notes. The Exchange Offers and Consent Solicitations were previously scheduled to expire on Sept. 8, 2017, at 5:00 p.m., New York City time, and will now expire on Sept. 29, 2017, at 5:00 p.m., New York City time. The deadline to withdraw tendered Existing Notes in the Exchange Offers and revoke consents in the Consent Solicitations has also been extended to 5:00 p.m., New York City time, on Sept. 29, 2017. iHeartCommunications is extending the Exchange Offers and Consent Solicitations to continue discussions with holders of Existing Notes regarding the terms of the Exchange Offers and to continue discussions with lenders under its Term Loan D and Term Loan E facilities in connection with the concurrent private offers made to such lenders, which iHeartCommunications announced today will now expire at 5:00 p.m., New York City time, on September 29, 2017. As of 5:00 p.m., New York City time, on Sept. 6, 2017, an aggregate amount of approximately $45.5 million of Existing Notes, representing approximately 0.6% of outstanding Existing Notes, had been tendered into the Exchange Offers. The terms of the Exchange Offers and Consent Solicitations have not been amended and remain the same as set forth in the Amended and Restated Offering Circular and Consent Solicitation Statement, dated April 14, 2017, as supplemented by Supplement No. 1. The Exchange Offers and Consent Solicitations, which are only available to holders of Existing Notes, are being made pursuant to the Offering Circular, and are exempt from registration under the Securities Act of 1933. The New Securities, including the new debt of iHeartCommunications and related guarantees, will be offered only in reliance on exemptions from registration under the Securities Act. The New Securities have not been registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act and applicable state securities or blue sky laws and foreign securities laws. Documents relating to the Exchange Offers and Consent Solicitations will only be distributed to holders of the Existing Notes that complete and return a letter of eligibility. Holders of Existing Notes that desire a copy of the letter of eligibility must contact Global Bondholder Services Corporation, the exchange agent and information agent for the Exchange Offers and Consent Solicitations, by calling toll-free (866) 470-3700 or at (212) 430-3774 (banks and brokerage firms) or visit the following website to complete and deliver the letter of eligibility in electronic form: http://gbsc-usa.com/eligibility/ihc-bondoffers. About iHeartCommunications iHeartCommunications, Inc., formerly known as Clear Channel Communications, Inc., is a global media and entertainment company. The Company specializes in radio, digital, outdoor, mobile, social, live events, on-demand entertainment and information services for local communities, and uses its unparalleled national reach to target both nationally and locally on behalf of its advertising partners. The Company is dedicated to using the latest technology solutions to transform the company's products and services for the benefit of its consumers, communities, partners and advertisers, and its outdoor business reaches over 40 countries across five continents, connecting people to brands using innovative new technology. iHeartCommunications reported a net loss attributable to the Company of $296.31 million on $6.27 billion of revenue for the year ended Dec. 31, 2016, compared to a net loss attributable to the Company of $754.62 million on $6.24 billion of revenue for the year ended Dec. 31, 2015. As of June 30, 2017, iHeartCommunications had $12.30 billion in total assets, $23.74 billion in total liabilities and a total stockholders' deficit of $11.44 million. * * * In March 2017, Fitch Ratings downgraded iHeartCommunications, Inc.'s Long-Term Issuer Default Rating (IDR) to 'C' from 'CC'. The downgrades reflect iHeart's announcement on March 15, 2017, that the company has commenced a global restructuring effort targeting approximately $14.6 billion in debt including all of the outstanding Term Loans and PGNs as well as the senior notes due 2021. Also in March 2017, S&P Global Ratings lowered its corporate credit rating on Texas-based media company iHeartMedia Inc. and its subsidiary iHeartCommunications Inc. to 'CC' from 'CCC'. The rating outlook is negative. The downgrade follows iHeartCommunications' announcement that it has offered to exchange five series of priority-guarantee notes, its senior notes due 2021, and its term loan D and E for longer-dated debt; and, in certain scenarios, stock and warrants, or contingent value rights. "Under all but one scenario, there would be a reduction in the principal amount of debt outstanding and an extension of the debt maturity by two years for exchanged debt," said S&P Global Ratings' credit analyst Jeanne Shoesmith. "The company's debt is trading at significant discounts to par of 20%-60%, and we believe its capital structure is unsustainable." In December 2016, Moody's Investors Service affirmed iHeartCommunications, Inc.'s 'Caa2' Corporate Family Rating. IHEARTCOMMUNICATIONS INC: Extends Term Loan Offers to Sept. 29 -------------------------------------------------------------- iHeartCommunications, Inc., announced that it is extending the deadline for participation in the private offers to lenders under its Term Loan D and Term Loan E facilities to amend the Existing Term Loans. The Term Loan Offers have been extended to 5:00 p.m., New York City time, on Sept. 29, 2017. iHeartCommunications is extending the Term Loan Offers to continue discussions with lenders regarding the terms of the Term Loan Offers. The terms of the Term Loan Offers have not been amended and remain the same as set forth in the Confidential Information Memorandum, dated March 15, 2017, as supplemented by Supplements No. 1 through No. 5. The Term Loan Offers, which are only available to holders of Existing Term Loans, are being made pursuant to the Confidential Information Memorandum, and are exempt from registration under the Securities Act of 1933. The new securities of iHeartMedia, Inc., CC Outdoor Holdings, Inc., Broader Media, LLC and/or iHeartCommunications being offered in the Term Loan Offers are offered only in reliance on exemptions from registration under the Securities Act. The New Securities have not been registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act and applicable state securities or blue sky laws and foreign securities laws. Documents relating to the Term Loan Offers will only be distributed to holders of Existing Term Loans that complete and return a letter of eligibility. Holders of Existing Term Loans that desire a copy of the letter of eligibility must contact Global Bondholder Services Corporation, the tabulation agent and information agent for the Offers, by calling toll-free (866) 470-3700 or at (212) 430-3774 (banks and brokerage firms) or visit the following website to complete and deliver the letter of eligibility in electronic form: http://gbsc-usa.com/eligibility/ihc-termloanoffers. About iHeartCommunications iHeartCommunications, Inc., formerly known as Clear Channel Communications, Inc., is a global media and entertainment company. The Company specializes in radio, digital, outdoor, mobile, social, live events, on-demand entertainment and information services for local communities, and uses its unparalleled national reach to target both nationally and locally on behalf of its advertising partners. The Company is dedicated to using the latest technology solutions to transform the company's products and services for the benefit of its consumers, communities, partners and advertisers, and its outdoor business reaches over 40 countries across five continents, connecting people to brands using innovative new technology. iHeartCommunications reported a net loss attributable to the Company of $296.3 million on $6.27 billion of revenue for the year ended Dec. 31, 2016, compared to a net loss attributable to the Company of $754.62 million on $6.24 billion of revenue for the year ended Dec. 31, 2015. As of June 30, 2017, iHeartCommunications had $12.30 billion in total assets, $23.74 billion in total liabilities and a total stockholders' deficit of $11.44 million. * * * In March 2017, Fitch Ratings downgraded iHeartCommunications, Inc.'s Long-Term Issuer Default Rating (IDR) to 'C' from 'CC'. The downgrades reflect iHeart's announcement on March 15, 2017, that the company has commenced a global restructuring effort targeting approximately $14.6 billion in debt including all of the outstanding Term Loans and PGNs as well as the senior notes due 2021. Also in March 2017, S&P Global Ratings lowered its corporate credit rating on Texas-based media company iHeartMedia Inc. and its subsidiary iHeartCommunications Inc. to 'CC' from 'CCC'. The rating outlook is negative. The downgrade follows iHeartCommunications' announcement that it has offered to exchange five series of priority-guarantee notes, its senior notes due 2021, and its term loan D and E for longer-dated debt; and, in certain scenarios, stock and warrants, or contingent value rights. "Under all but one scenario, there would be a reduction in the principal amount of debt outstanding and an extension of the debt maturity by two years for exchanged debt," said S&P Global Ratings' credit analyst Jeanne Shoesmith. "The company's debt is trading at significant discounts to par of 20%-60%, and we believe its capital structure is unsustainable." In December 2016, Moody's Investors Service affirmed iHeartCommunications, Inc.'s 'Caa2' Corporate Family Rating. ISLAND VIEW CROSSING: Hires Stradley Ronon as Litigation Counsel ---------------------------------------------------------------- Island View Crossing II, L.P., et al., seek authority from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to employ Stradley Ronon Stevens & Young, LLP, as special litigation counsel to the Debtor. The bankruptcy case was commenced by the Debtor in order to obtain new construction financing to complete the development of the Debtor's townhouse and condominium project -- Island View Project -- in Bristol Borough despite the disputes that have arisen between the Debtor and its existing construction lender, Prudential Savings Bank. As a result of these disputes, Prudential stopped funding the Island View Project, and on March 31, 2016, the Debtor commenced a lender liability lawsuit against Prudential in the Court of Common Pleas of Philadelphia County. Island View requires Stradley Ronon to provide the Debtor with legal services in connection with the Lender Liability Case. Stradley Ronon will be paid at the hourly rates of $345 to $780. As of the Petition Date, Stradley Ronon held an unapplied $5,000 retainer previously provided by the Debtor’s principal, Renato Gualtieri. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael J. Cordone, a partner of Stradley Ronon Stevens & Young, 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. Stradley Ronon can be reached at: Michael J. Cordone, Esq. STRADLEY RONON STEVENS & YOUNG, LLP 2005 Market Street, Suite 2600 Philadelphia, PA 19103 Tel: 215.564.8000 Fax: 215.564.8120 About Island View Crossing II, L.P. Island View Crossing II, L.P., based in Newtown, PA, and its affiliates, filed a Chapter 11 petition (Bankr. E.D. Pa. Lead Case No. 17-14454) on June 30, 2017. The Hon. Eric L. Frank presides over the case. David B. Smith, Esq., at Smith Kane Holman, LLC, serves as bankruptcy counsel. The Debtors hired Stradley Ronon Stevens & Young, LLP, as special litigation counsel Island View Crossing II et al. are affiliates of One Street Associates, which filed a voluntary petition on June 21, 2017 (Bankr. E.D. Pa. Case No. 17-14291). The Debtors are managed by Renato J. Gualtieri, a real estate developer based in Langhorne, PA. In its petition, Calnshire Estates, LLC, reported estimated 10 million to 50 million in assets and 1 million to 10 million in liabilities, Steeple Run, LP estimated 1 million to 10 million in both assets and liabilities, and Island View Crossing II, L.P., estimated 1 million to 10 million in both assets and liabilities. The petitions were signed by Renato J. Gualtieri, president of the Debtors' corporate general partner. ITUS CORP: Incurs $1.79 Million Net Loss in Third Quarter --------------------------------------------------------- ITUS Corporation filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss of $1.79 million on $362,500 of revenue for the three months ended July 31, 2017, compared to a net loss of $1.10 million on $100,000 of revenue for the three months ended July 31, 2016. For the nine months ended July 31, 2017, ITUS reported a net loss of $3.22 million on $362,500 of revenue compared to a net loss of $3.96 million on $100,000 of revenue for the nine months ended July 31, 2016. As of July 31, 2017, ITUS had $8.41 million in total assets, $2.92 million in total liabilities and $5.48 million in total shareholders' equity. "Based on currently available information as of September 8, 2017, we believe that our existing cash, cash equivalents, short-term investments and expected cash flows from operations will be sufficient to fund our activities and debt obligations for the next 12 months. However, our projections of future cash needs and cash flows may differ from actual results. To date, we have relied primarily upon cash from the public and private sale of equity and debt securities to generate the working capital needed to finance our operations. "If current cash on hand, cash equivalents, short term investments and cash that may be generated from our business operations are insufficient to continue to operate our business and repay our indebtedness, we will be required to obtain more working capital. We may seek to obtain working capital through sales of our equity securities or through bank credit facilities or public or private debt from various financial institutions where possible and as permitted pursuant to our existing indebtedness. We cannot be certain that additional funding will be available on acceptable terms, or at all. If we do identify sources for additional funding, the sale of additional equity securities or convertible debt could result in dilution to our stockholders. Additionally, the sale of equity securities or issuance of debt securities may be subject to certain security holder approvals or may result in the downward adjustment of the exercise or conversion price of our outstanding securities. "We can give no assurance that we will generate sufficient cash flows in the future to satisfy our liquidity requirements or sustain future operations, or that other sources of funding, such as sales of equity or debt, would be available or would be approved by our security holders, if needed, on favorable terms or at all. If we fail to obtain additional working capital as and when needed, it could have a material adverse impact on our business, results of operations and financial condition. Furthermore, such lack of funds may inhibit our ability to respond to competitive pressures or unanticipated capital needs, or may force us to reduce operating expenses, which would significantly harm the business and development of operations," the Company stated in the report. During the nine months ended July 31, 2017, cash used in operating activities was approximately $3,057,000. Net cash used by investing activities was approximately $3,518,000, which reflects the purchase of certificates of deposit totaling $4,251,000, offset by proceeds from the sale or maturity of certificates of deposit totaling $750,000 and the purchase of property and equipment of approximately $17,000. Cash provided by financing activities was approximately $5,921,000, representing net proceeds from the sale of shares of common stock to Company shareholders through a rights offering receiving proceeds of approximately $4,203,000, net proceeds from the sale of shares of common stock in a registered public offering receiving proceeds of approximately $3,212,000 and the exercise of stock options, offset by payments of $1,000,000 under the secured debenture and the redemption of the Company's Series A Convertible Preferred Stock of $500,000. As a result, the Company's cash, cash equivalents and short-term investments at July 31, 2017, increased by approximately $2,846,000 to approximately $6,085,000 from approximately $3,238,000 at the end of fiscal year 2016. A full-text copy of the Form 10-Q is available for free at: https://is.gd/eScWcf About ITUS Corporation ITUS Corp. -- http://www.ITUScorp.com/-- develops and acquires patented technologies for the purposes of patent monetization and patent assertion. The Company currently has 10 patent portfolios in the areas of Key Based Web Conferencing Encryption, Encrypted Cellular Communications, E-Paper(R) Electrophoretic Display, Nano Field Emission Display ("nFED"), Micro Electro Mechanical Systems Display ("MEMS"), Loyalty Conversion Systems, J-Channel Window Frame Construction, VPN Multicast Communications, Internet Telephonic Gateway, and Enhanced Auction Technologies. CopyTele changed its name to "ITUS Corporation" on Sept. 2, 2014, to reflect the Company's change in its business operations. ITUS Corp reported a net loss of $5.01 million on $300,000 of total revenue for the year ended Oct. 31, 2016, compared to a net loss of $1.37 million on $9.25 million of total revenue for the year ended Oct. 31, 2015. Haskell & White LLP, in Irvine, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Oct. 31, 2016, citing that the Company has limited working capital and limited revenue-generating operations and a history of net losses and net operating cash flow deficits. These conditions raise substantial doubt about the Company's ability to continue as a going concern. KNIGHT ENERGY: Hires CBRE Inc. as Real Estate Broker ---------------------------------------------------- Knight Energy Holdings, LLC, et al., seeks authority from the U.S. Bankruptcy Court for the Western District of Louisiana to employ CBRE, Inc., as real estate broker to the Debtors. Knight Energy requires CBRE, Inc. to market and sell the Debtors' property, a 154.7 acres of real property located at the Southeast Corner of I-40 and Cimarron Road, Oklahoma City, Oklahoma. CBRE, Inc. will be paid a commission of 6% of gross sales price of the property. Cary Phillips, managing directors of CBRE, 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. CBRE, Inc. can be reached at: Cary Phillips CBRE, INC. 3401 NW 63rd Street, Suite 400 Oklahoma City, OK 73116 Tel: (405) 272-5300 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. It 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, 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, LLC 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. On August 24, 2017, Henry G. Hobbs, Jr., acting U.S. trustee for Region 5, appointed an official committee of unsecured creditors. The Committee hires Baker Donelson Bearman Caldwell & Berkowitz, PC, as counsel. On August 25, 2017, the Debtors filed their Chapter 11 plan of reorganization and disclosure statement. LA PALOMA GENERATING: Allows $150M Credit Bid, Concessions to LNV ----------------------------------------------------------------- Jeff Montgomery, writing for Bankruptcy Law360, reports that La Paloma Generating Co. has agreed to allow a $150 million credit bid and other Delaware bankruptcy court concessions to a top lender seeking to acquire the California power plant. According to Law30, the Debtor wound up with a Sept. 22 deadline for filing an amended Chapter 11 plan true to the agreement or lose control over the case and sale, with creditor LNV Corp. potentially picking up the reins. About La Paloma Generating La Paloma Generating Company, LLC, a D.C.-based merchant power generator, and its affiliates La Paloma Acquisition Co, LLC, and CEP La Paloma Operating Company, LLC, filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-12700 to 16-12702) on Dec. 6, 2016. The petitions were signed by Niranjan Ravindran, as the Debtors' authorized person. La Paloma Generating estimated $100 million to $500 million in assets and $500 million to $1 billion in liabilities. The Hon. Christopher S. Sontchi presides over the cases. The Debtors are represented by John J. Rapisardi, Esq., and George A. Davis, Esq., at O'Melveny & Myers LLP, as lead bankruptcy counsel; and Mark D. Collins, Esq., Andrew Dean, Esq., and Jason M. Madron, Esq., at Richards, Layton & Finger, P.A., as Delaware counsel. Lawyers at Curtis, Mallet-Prevost, Colt & Mosle LLP serve as conflicts counsel. Jefferies LLC serves as the Debtors' financial advisor and investment banker, while their claims and noticing agent is Epiq Bankruptcy Solutions. Alvarez & Marsal North America, LLC, is the financial advisor. Maria Aprile Sawczuk has been appointed fee examiner in the bankruptcy case. On Aug. 2, 2017, the Debtors filed a Chapter 11 Plan and Disclosure Statement. LADDER CAPITAL: Fitch to Rate $400MM Sr. Unsec. Notes Due 2025 'BB' ------------------------------------------------------------------- Fitch Ratings has assigned an expected rating of 'BB' to the offering of $400 million senior unsecured notes due 2025 by co-issuers, Ladder Capital Finance Holdings LLLP and Ladder Capital Finance Corporation, which are subsidiaries of Ladder Capital Corp (collectively Ladder). Ladder intends to use the net proceeds of the offering to repay existing secured debt, to pay offering related expenses and for general corporate purposes. KEY RATING DRIVERS IDRs and Senior Debt The expected rating on the unsecured notes is equalized with Ladder's Issuer Default Rating (IDR), reflecting that although the majority of Ladder's debt is secured, unsecured bondholders benefit from sufficient unencumbered asset coverage, which suggests average recoveries. Unsecured debt represented 18.5% of total debt as of June 30, 2017 and 27.1% pro forma for the debt issuance. The 'BB' Long-Term IDR for Ladder reflects its established platform as a commercial real estate (CRE) lender and investor; conservative underwriting culture; granular portfolio; continued adherence to leverage targets commensurate with the risk profile of its assets; and access to multiple sources of capital. Rating constraints include Ladder's focus on the CRE sector, which continues to face performance pressures in certain sub-sectors; its wholesale funding profile; the absence of a track record as a standalone entity through a full credit cycle; and key man risk associated with CEO Brian Harris. The Stable Outlook reflects Fitch's view that Ladder's business model, portfolio composition and leverage and funding profiles should provide the company with sufficient cushion, relative to the assigned ratings, to withstand potential CRE market pressures over the outlook horizon. RATING SENSITIVITIES IDRs and Senior Debt The unsecured debt ratings are sensitive to changes to Ladder's IDR, the level of unsecured debt to total debt, and unencumbered assets relative to unsecured debt. The unsecured debt ratings could be notched down from the IDR should secured debt increase and/or the level of unencumbered assets decrease to such an extent that expected recoveries on the senior unsecured debt were adversely affected. Conversely, the unsecured debt ratings could be notched above the IDR over time should unencumbered asset coverage improve. Positive rating momentum for Ladder could be driven by demonstrated continued economic access to long-term unsecured debt funding, such that unsecured debt to total debt approaches 35%; continued underwriting discipline; a sustained low reliance on gain on sale income; and strong asset quality performance in the face of CRE sub-sector pressures. Expanded management depth and succession planning, particularly in light of the recent departure of Ladder's President, would also be an important consideration in determining upward rating momentum. Conversely, a material reduction in long-term economic sources of funding; a material weakening of asset quality; a sustained increase in leverage beyond the company's articulated target of 2.0x-3.0x; a material reduction in liquidity or increased uncertainty with respect to management depth/stability could lead to negative pressure on the IDR. Fitch assigns the following expected rating: Ladder Capital Finance Holdings LLLP Ladder Capital Finance Corporation -- $400 million senior unsecured notes due 2025 'BB(EXP)'. Fitch currently rates Ladder as follows: Ladder Capital Finance Holdings LLLP Ladder Capital Finance Corporation -- Long-Term IDR 'BB'; -- Unsecured debt 'BB'. The Rating Outlook is Stable. LAWRENCE D. FROMELIUS: Selling Lisle Property for $235K ------------------------------------------------------- Judge Donald R. Cassling of the U.S. Bankruptcy Court for the Northern District of Illinois will convene a hearing on Sept. 12, 2017 at 9:30 a.m. to consider Lawrence D. Fromelius' sale of the residential real estate located at 1207 Lisle Place, Lisle, Illinois for $235,000. Under his proposed chapter 11 plan, which creditors have accepted and which the Debtor expects to be confirmed shortly, the Debtor intends to sell real estate to generate funds to pay his creditors. One of the parcels to be sold is the Lisle Property. He originally received an offer to sell the Lisle Property for $240,000, which the Court approved. That sale did not close, however, because that buyer was not approved for a mortgage loan in that amount and thus terminated the contract within the permitted time frame. Subsequently, the agent hired to market the property received a second offer for $235,000. The Debtor has received an offer from the Buyer to purchase the Lisle Property, and he wishes to accept that offer to generate funds to repay his creditors, and to shorten the notice for the Motion. The sale will be free and clear of all liens, claims, interests, and encumbrances, except for any liabilities specifically assumed. To the best of the Debtor's knowledge, information, and belief, no entity claims an interest in the Lisle Property. To the extent an interest holder is discovered, the holder will be paid in full from the sale proceeds or its interest will attach to the proceeds of the Lisle Property. The Debtor contends there is ample cause to shorten the referenced notice period to 7 days. The creditors already have received more than sufficient notice of his intent to sell the Lisle Property when they received a copy of the original motion to sell by July 17, 2017. He also reasonably believes that further delay will impair his ability to close on the sale with the Purchaser. Wherefore, the Debtor respectfully asks that the Court authorizes the sale of the Lisle Property for $235,000 on shortened notice, and grant such further relief as is appropriate in the circumstances. About Lawrence Fromelius Lawrence D. Fromelius filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 15-22373) on June 29, 2015. The Debtor tapped William J. Factor, Esq., Ariane Holtschlag, Esq., and Jeffrey K. Paulsen, Esq., at FactorLaw, as counsel. L. Fromelius Investment Properties LLC filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 15-22943) on July 2, 2015, and Golden Marina Causeway LLC filed for relief under Chapter 11 (Bankr. N.D. Ill. Case No. 16-03587) on Feb. 5, 2016. Mr. Fromelius is the sole member of Investment Properties. He is also the sale member of East Greenfield Investors LLC, which in turn is the sole member of Golden Marina Causeway LLC. On Nov. 24, 2015, Lawrence Fromelius filed his initial plan of reorganization and on Dec. 1, 2016, Investment Properties filed its initial plan of reorganization. Both of the plans have been amended to incorporate changes requested by creditors, including the Ann Marie Barry Trust, which has filed a claim of approximately $6 million. Currently, the Debtors and the Ann Marie Barry Trust are negotiating the terms of a disclosure statement to accompany the plans. Golden Marina owns two parcels of real estate, located at 302 and 311 East Greenfield Avenue in Milwaukee, Wisconsin. The parcel at 311 E. Greenfield consists of 47 acres and the smaller parcel at 302 E. Greenfield is approximately 1 acre. LEVERETTE TILE: Hires Johnson Pope as Counsel --------------------------------------------- Leverette Tile, Inc., d/b/a Leverette Home Design Center, seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ Johnson Pope Bokor Ruppel & Burns, LLP, as counsel to the Debtor. Leverette Tile requires Johnson Pope to: a. give the Debtor legal advice with respect to their duties and obligations as Debtor in Possession; b. take necessary steps to analyze and pursue any avoidance actions; c. prepare on behalf of the Debtor the necessary motions, notices, pleadings, petitions, answers, orders, reports and other legal papers required in the bankruptcy case; d. assist the Debtor in taking all legally appropriate steps to effectuate compliance with the Bankruptcy Code; e. perform all other legal services for the Debtor which may be necessary in the bankruptcy case. Johnson Pope will be paid at the hourly rate of $325-$350. The firm will be paid a retainer in the amount of $30,000. After crediting amounts due for pre-petition services rendered and for reimbursement of pre-petition expenses incurred through the commencement of the Debtors' bankruptcy case, the firm held $23,420 in trust account to be applied to post-petition services rendered and costs incurred. Johnson Pope will also be reimbursed for reasonable out-of-pocket expenses incurred. Alberto F. Gomez, Jr., shareholder of Johnson Pope Bokor Ruppel & Burns, 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. Johnson Pope can be reached at: Alberto F. Gomez, Jr., Esq. JOHNSON POPE BOKOR RUPPEL & BURNS, LLP 401 E. Jackson Street Tampa, FL 33601-1100 Tel: (813) 225-2500 Fax: (813) 223-7118 E-mail: Al@jpfirm.com About Leverette Tile, Inc. Leverette Tile, Inc., based in Hudson, Florida, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 17-07840) on September 5, 2017. Alberto F. Gomez, Jr., Esq., at Johnson Pope Bokor Ruppel & Burns, LLP, 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 Brian Leverette, president. LIL ROCK: Case Summary & 5 Unsecured Creditors ---------------------------------------------- Debtor: Lil Rock Electrical Construction, Inc. P.O. Box 30 Carlyle, IL 62231 Case No.: 17-31376 Type of Business: Lil Rock Electrical Construction, Inc., in Carlyle, IL, is a full service electrical contractor fully equipped to complete commercial, residential, and industrial electrical work, excavating, and directional boring. Chapter 11 Petition Date: September 11, 2017 Court: United States Bankruptcy Court Southern District of Illinois (East St Louis) Judge: Hon. Laura K. Grandy Debtor's Counsel: Spencer P Desai, Esq. CARMODY MACDONALD P.C. 120 S Central Ave, Suite 1800 St Louis, MO 63105 Tel: (314) 854-8600 Fax: (314) 854-8660 E-mail: spd@carmodymacdonald.com Total Assets: $1.21 million Total Liabilities: $1.17 million The petition was signed by Myranda Weber, restructuring officer. The Debtor's list of five unsecured creditors is available for free at http://bankrupt.com/misc/ilsb17-31376.pdfs LION COPOLYMER: Moody's Assigns B2 Corporate Family Rating ---------------------------------------------------------- Moody's Investors Service has assigned ratings to Lion Copolymer Holdings LLC, including a B2 Corporate Family Rating ("CFR") and a B2 rating to the company's proposed $215 million senior secured term loan. Proceeds will be used to refinance existing unrated credit facilities and subordinated debt, as well as pay transaction-related fees and expenses. The rating outlook is stable. Assignments: Issuer: Lion Copolymer Holdings LLC -- Probability of Default Rating, Assigned B2-PD -- Corporate Family Rating, Assigned B2 -- Senior Secured Bank Credit Facility, Assigned B2 (LGD 4) Outlook Actions: Issuer: Lion Copolymer Holdings LLC -- Outlook, Assigned Stable The assigned ratings are subject to Moody's review of the final terms and conditions of the proposed transaction. RATINGS RATIONALE The B2 CFR incorporates Lion's exposure to the cyclical synthetic rubber business, price pressure amid capacity additions by larger and better-capitalized competitors, and operating risk due to its reliance on key raw material suppliers and two production facilities in the Gulf Coast region. Credit metrics have exhibited significant volatility over the past several years, but are strong for the rating category for the twelve months ended June 30, 2017. The rating is also supported by Lion's long-term customer relationships, reasonably strong market positions, structural competitive advantages related to low-cost natural gas and petrochemical feedstocks available in the Gulf Coast region. Lion's earnings have been volatile historically as a result of supply and demand imbalance in its synthetic rubber products and variations in key raw material prices such as butadiene, ethylene and propylene. Lion's ethylene-propylene-diene-monomer ("EPDM"), which is a value-added synthetic rubber with high entry barriers, has shown weakening earnings in the last three years given increased production capacity and price competition with other large producers with integrated ethylene and propylene. As global players such as Dow Chemical continue to add new EPDM capacities, Lion aims to expand its specialty grade EPDM product offerings to fend off competition. Lion's other major product--styrene-butadiene-rubber ("SBR")-is a commodity used in the replacement tires industry and has experienced further earnings deterioration amid increasing global oversupply in the last three years. Moody's expects the recent closure of East West Copolymer's SBR business and the tariffs imposed in August 2017 on major SBR exporters to the US should help Lion improve production volumes and defend contribution margins in SBR. Lion's rating also factors in operating risk at its two production facilities in the Gulf Coast region and its reliance on a small number of key raw material suppliers for the production of EPDM and SBR. Lion produces EPDM at a manufacturing complex located in Geismar, Louisiana and sources almost all of the ethylene and propylene needed for EPDM production from Williams' olefin plant in Geismar. Lion's SBR production facility is located in Port Neches, Texas and primarily sources its key raw material-butadiene from a major supplier at an advantaged price. Hurricane Harvey has already caused a supply shortage and production suspension at many chemical plants in Port Neches since the last week of August. The company is currently assessing the extent of the impact caused by flooding and trying to resume production within a few days. While a 10-day or two-week production suspension will not impact the rating or outlook, an extended period of outage due to operational issues or increased restart expenses would negatively affect its earnings and credit metrics and thus would apply pressure. Lion's financial profile looks strong for its rating category and provides a buffer against unexpected adverse changes in earnings or small-scale bolt-on acquisitions. As of June 30, 2017, Lion's adjusted debt/EBITDA was 2.5x. Moody's expects adjusted debt/EBITDA to be in the range of 3.0x-4.0x and adjusted EBITDA/Interest in the range of 4.0x-5.0x in the next 12 to 18 months considering the competitive market environment and potential adverse impact from the Hurricane Harvey. Fixed charges will be modest going forward with cash interest and maintenance capital spending requirements below $25 million. Even with some weakening in leverage and coverage metrics this should enable the company to maintain strong cash flow metrics including retained cash flow-to-debt exceeding 10% (RCF/Debt). The current rating assumes that the company will maintain a prudent dividend policy that leaves the company with enough liquidity to withstand a cyclical downturn and maintain adjusted financial leverage below 6.0x. In addition, Lion's liquidity is supported by a new $50 million ABL revolver that is adequately sized versus the company's scale. The rating is supported by Lion's long-term customer relationships, reasonably strong market positions, structural competitive advantages related to low-cost natural gas and petrochemical feedstocks available in the Gulf Coast region. The company's EPDM products generate over 20% EBITDA margin thanks to its specialty products based ZN technology and low natural gas prices. Ethylene prices are expected to remain low for at least the next few years as the domestic ethane supply remains abundant. These conditions will benefit domestic EPDM producers over international producers with the exception of the few located in the Middle East. Lion is one of the few remaining domestic SBR producers with over 60 years relations with major customers in the automotive industry. The closure of SBR business at East West Copolymer in April 2017 and the introduction of punitive tariffs on SBR imports from key foreign producers, effective in August 2017, will help improve the sales and earnings prospect of Lion's SBR products. The stable rating outlook assumes that the company will be able to defend its market position, generate positive free cash flow and maintain an adequate liquidity position. Moody's could downgrade the rating with expectations for through-cycle leverage in excess of 6.0x, sustained negative free cash flow, deterioration in liquidity, adverse structural shift in natural gas or petrochemical feedstock pricing, or if supply/demand balance in the EPDM or SBR industry deteriorates meaningfully. An anticipated covenant breach would also have negative rating implications. Moody's could consider an upgrade if Lion reduces its absolute debt by at least $50 million and builds up a substantial liquidity cushion and maintains adjusted Debt/EBITDA sustainably below 3.0x to help offset the operating risk. Lion Copolymer Holdings LLC produces ethylene-propylene-diene-monomer ("EPDM") and styrene-butadiene-rubber ("SBR"), used in a variety of end markets such as automotive and construction. Headquartered in Geismar, Louisiana, the company generated revenues of $475 million for the twelve months ended June 30, 2017. Private equity sponsor Goradia Group owns the majority control in Lion after a carve-out deal from Chemtura in 2007. The principal methodology used in these ratings was Global Chemical Industry Rating Methodology published in December 2013. LION COPOLYMER: S&P Assigns B+ Corp Credit Rating, Outlook Stable ----------------------------------------------------------------- S&P Global Ratings assigned its 'B' corporate credit rating to Lion Copolymer Holdings LLC. The outlook is stable. S&P said, "At the same time, we assigned our 'B+' issue-level rating to Lion Copolymer's $215 million term loan. The recovery rating on this facility is '2', indicating our expectation for substantial (70%-90%; rounded estimate: 80%) recovery in the event of payment default. The borrower on the credit facilities is Lion Copolymers Holdings LLC." All ratings are based on preliminary terms and conditions. S&P said, "The 'B' corporate credit rating on the company reflects our view of its site concentration, narrow product portfolio, and earnings volatility, as well as our expectation that Lion Copolymer will maintain its credit metrics, modest capital expenditures, and mid- to high-teens EBITDA margins. We also expect the company to continue to generate positive free cash flow. "The stable outlook reflects our expectation that Lion Copolymers will maintain operational performance levels commensurate with pro forma weighted-average FFO to debt of above 20%. We expect Lion to benefit from a favorable competitive landscape because anti-dumping tariffs were introduced for non-U.S. SBR producers in August. Our base case scenario assumes that management will remain committed to maintaining prudent debt leverage, and thus, we have not assumed any increases in debt to fund dividends or acquisitions. However, we note the potential that if attractive acquisition opportunities were to become available, the company could stretch its balance sheet to fund them. "We could lower our ratings on Lion Copolymers in the event that feedstock issues constrain Lion's production such that FFO to debt falls below 20% over several quarters, which could happen if margins or revenues decline by 200 basis points. We could also consider a downgrade if liquidity significantly weakens to a level whereby sources are less than 1.2x uses, or if, contrary to our expectation, the company completes a large debt-funded acquisition or dividend recapitalization. "Over the next 12 months, we could raise the ratings by one notch if operating performance exceeds our expectations such that FFO to debt exceeds 30% for a prolonged period. This could occur if growth in the company's higher-margin "hot" SBR segment outpaces our expectations or if end markets like roofing or replacement tires outperform our current projections." LLOYD M. HUGHES: Hires R. Lloyd and Company as Accountant --------------------------------------------------------- Lloyd M. Hughes Enterprises, Incorporated, seeks authority from the U.S. Bankruptcy Court for the North District of Illinois to employ R. Lloyd and Company, Ltd., as accountant to the Debtor. Lloyd M. Hughes requires R. Lloyd and Company to: a. provide bookkeeping services; b. prepare the financial statements of the Debtor, which comprise the annual and monthly statements of assets, liabilities and owner's equity-income tax basis for the year ended December 31, 2017. c. prepare the federal and State of Illinois income tax returns; and d. provide other accounting services, as requested by the Debtor. R. Lloyd and Company will be paid as follows: -- $500 per month for bookkeeping services and for financial statement preparation and compilation; and -- $500 annually for tax services. R. Lloyd and Company will also be reimbursed for reasonable out-of-pocket expenses incurred. Scott Cruz, a member of R. Lloyd and Company, Ltd., 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. R. Lloyd and Company can be reached at: Scott Cruz R. LLOYD AND COMPANY, LTD. 15127 S. 73rd Ave., Suite E Orland Park, IL 60462 Tel: (708) 429-9500 Fax: (708) 429-9514 About Lloyd M. Hughes Enterprises, Incorporated Lloyd M. Hughes Enterprises, Incorporated, is an Illinois corporation that owns and operates a laundry facility consisting of 155 coin operative washers and dryers. The facility is located at 6331 S. Martin Luther King Drive, Chicago, Illinois. Lloyd M. Hughes Enterprises sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 17-16025) on May 24, 2017. Lloyd M. Hughes, chairman and president, signed the petition. At the time of the filing, the Debtor had less than $50,000 in estimated assets and $500,001 to $1 million in estimated liabilities. Judge A. Benjamin Goldgar presides over the case. Crane, Heyman, Simon, Welch & Clar represents the Debtor as bankruptcy counsel. MANN REALTY: Hearing on Plan Outline Set for Oct. 5 --------------------------------------------------- The Hon. Robert N. Opel of the U.S. Bankruptcy Court for the Middle Disrict of Pennsylvania has scheduled for Oct. 5, 2017, at 10:00 a.m. a hearing to consider the approval of Mann Realty Associates, Inc.'s disclosure statement dated Aug. 22, 2017, referring to the Debtor's Chapter 11 plan dated Aug. 22, 2017. Objections to the Disclosure Statement must be filed by Sept. 18, 2017. About Mann Realty Headquartered in Camp Hill, Pennsylvania, Mann Realty Associates, Inc., filed for Chapter 11 bankruptcy protection (Bankr. M.D. Pa. Case No. 17-01334) on March 31, 2017, estimating its assets at between $10 million and $50 million and its debts at between $1 million and $10 million. The petition was signed by Robert M. Mumma, II, president. Judge Robert N. Opel II presides over the case. Craig A. Diehl, Esq., at the Law Offices Of Craig A. Diehl serves as the Debtor's bankruptcy counsel. Mann Realty previously filed a voluntary petition under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Middle District of Pennsylvania on Jan. 10, 2017, Case No. 17-00080. The petition was a "pro se" filing, or case filed without attorney. The Debtor is an affiliate of Kimbob, Inc., which sought bankruptcy protection on March 1, 2017, Case No. 17-00836. MD2U MANAGEMENT: Hires Kaplan & Partners as Counsel --------------------------------------------------- MD2U Management, LLC, et al., seek authority from the U.S. Bankruptcy Court for the Western District of Kentucky to employ Kaplan & Partners LLP, as counsel to the Debtors. MD2U Management requires Kaplan & Partners to: a. give legal advice with respect to the Debtor's powers and duties as debtor in possession in the continued operations of the estate's business and management of its assets; b. take all necessary action to protect and preserve the Debtor's estate, including the prosecution of actions on behalf of the Debtor, the defense of any actions commenced against the Debtor, negotiations concerning all litigation in which the Debtor are involved, if any, and objecting to claims filed against the Debtor's estate; c. prepare on behalf of the Debtor all necessary motions, answers, orders, reports and other legal papers in connection with the administration of the Debtor's estate; and d. perform any and all other legal services for the Debtor in connection with the chapter 11 case and the formulation and implementation of the Debtor's chapter 11 plan. Kaplan & Partners will be paid at these hourly rates: Michael P. Abate $350 Charity Neukomm $350 Christopher Rambicure $300 James McGhee $300 Aimee Patenaude, Paralegal $95 Kaplan & Partners will be paid a retainer in the amount of $75,000, which includes payment of the chapter 11 filing fee. Of that sum, $54,164.50 has been utilized for pre-petition services and the chapter 11 filing fees, leaving $20,835.50 in the firm's escrow account pending further order from the Court. Kaplan & Partners will also be reimbursed for reasonable out-of-pocket expenses incurred. James McGhee, member of Kaplan & Partners LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Kaplan & Partners can be reached at: James McGhee, Esq. KAPLAN & PARTNERS LLP 710 West Main Street, Fourth Floor Louisville KY 40202 Tel: (502) 540-8285 Fax: (502) 540-8282 E-mail: jmcghee@kplouisville.com About MD2U Management, LLC Founded in 2010 and based in Louisville, Kentucky, MD2U Management, LLC -- http://www.md2u.com/-- provides home-based primary medical care services for chronic and acute illnesses. The Company offers adult primary care, medication management, post discharge visits, wound care visits, mental and behavioral healthcare, mobility assessments, home medical equipment assessments, end of life care, and mental health services. In addition, the Company offers assisted living and primary care provider support services that include face-to-face visit documentation, post hospital discharge assessments, and diagnostic testing and interpretation services; and in-facility assistance with care, coordination, annual testing, and more. It serves to home-bound or home-limited patients in Kentucky, Indiana, Ohio and North Carolina. MD2U Management and its affiliates filed Chapter 11 petitions (Bankr. W.D. Ky. Lead Case No. 17-32761) on August 29, 2017. In its petition, MD2U Management estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. MD2U Kentucky estimated $1 million to $10 million in assets and $500,000 to $1 million in liabilities. The bankruptcy petitions were signed by Joel Coleman, president. Charity Bird Neukomm, Esq., at Kaplan & Partners LLP, serves as the Debtors' bankruptcy counsel. MESOBLAST LIMITED: Director Itescu Acquires A$1M Ordinary Shares ---------------------------------------------------------------- Mesoblast Limited gives ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act. Mesoblast disclosed that Silviu Itescu, a director of the Company, directly owned 67,756,838 ordinary shares and indirectly holds 487,804 ordinary shares of the Company prior to Sept. 4, 2017. Mr. Itesco, who is also the sole director and shareholder of Tamit Nominees Pty Ltd, indirectly acquired 714,286 ordinary shares for A$1,000,000.40 (A$1.40 per share) on Sept. 4, 2017. As a result of the transaction, Mr. Itescu held a total of 68,958,928 ordinary shares, held as follows: (Direct: 67,756,838 ordinary shares; and Indirect: 1,202,090 ordinary shares). A full-text copy of the regulatory filing is available at: https://is.gd/jPlBaE About Mesoblast Ltd. Melbourne, Australia-based Mesoblast Limited (ASX:MSB; Nasdaq:MESO) develops cell-based medicines. The Company has leveraged its proprietary technology platform, which is based on specialized cells known as mesenchymal lineage adult stem cells, to establish a broad portfolio of late-stage product candidates. Mesoblast's allogeneic, 'off-the-shelf' cell product candidates target advanced stages of diseases with high, unmet medical needs including cardiovascular diseases, immune-mediated and inflammatory disorders, orthopedic disorders, and oncologic/hematologic conditions. Mesoblast Limited reported a net loss before income tax of US$90.21 million for the year ended June 30, 2017, compared to a net loss before income tax of US$90.82 million for the year ended June 30, 2016. As of June 30, 2017, Mesoblast had US$655.68 million in total assets, US$138.92 million in total liabilities and US$516.76 million in total equity. PricewaterhouseCoopers, in Melbourne, Australia, issued a "going concern" opinion on the consolidated financial statements for the year ended June 30, 2017, noting that Company has suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. MF GLOBAL: Court Won't Overturn Order Requiring Bermuda Arbitration ------------------------------------------------------------------- Caroline Simson, writing for Bankruptcy Law360, reports that the Hon. Martin Glenn of the U.S. Bankruptcy Court for the Southern District of New York refused to overturn his order requiring MF Global to arbitrate in Bermuda a coverage dispute with its excess insurer, Allied World Assurance Co. Ltd. Law360 relates that MF Global had argued that its liquidation plan supersedes an arbitration provision. Law360 recalls that Judge Glenn granted in August the request of Allied World to send the dispute over a $15 million errors-and-omissions policy to arbitration in Bermuda, where Allied World is based. About MF Global New York-based MF Global -- http://www.mfglobal.com/-- was one of the world's leading brokers of commodities and listed derivatives. MF Global provides access to more than 70 exchanges around the world. The firm also was one of 22 primary dealers authorized to trade U.S. government securities with the Federal Reserve Bank of New York. MF Global's roots go back nearly 230 years to a sugar brokerage on the banks of the Thames River in London. On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059 and 11-5058), after a planned sale to Interactive Brokers Group collapsed. As of Sept. 30, 2011, MF Global had $41,046,594,000 in total assets and $39,683,915,000 in total liabilities. On Nov. 7, 2011, the United States Trustee appointed the statutory creditors' committee in the Debtors' cases. At the behest of the Statutory Creditor's Committee, the Court directed the U.S. Trustee to appoint a Chapter 11 trustee. On Nov. 28, 2011, the Bankruptcy Court entered an order approving the appointment of Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC, as Chapter 11 trustee. On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services LLC and MF Global FX Clear LLC filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and 11-15810). On Dec. 27, the Court entered an order installing Mr. Freeh as Chapter 11 Trustee of the New Debtors. On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr. Freeh also was installed as its Chapter 11 Trustee. Judge Honorable Martin Glenn presides over the Chapter 11 case. J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve as bankruptcy counsel. The Garden City Group, Inc., serves as claims and noticing agent. The petition was signed by Bradley I. Abelow, Executive Vice President and Chief Executive Officer of MF Global Finance USA Inc. The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan LLP, as investigative counsel; (ii) FTI Consulting Inc., as restructuring advisors; (iii) Morrison & Foerster LLP, as bankruptcy counsel; and (iv) Pepper Hamilton as special counsel. The Official Committee of Unsecured Creditors has retained Capstone Advisory Group LLC as financial advisor, while lawyers at Proskauer Rose LLP serve as counsel. The Securities Investor Protection Corporation commenced liquidation proceedings against MF Global Inc. to protect customers. James W. Giddens was appointed as trustee pursuant to the Securities Investor Protection Act. He is a partner at Hughes Hubbard & Reed LLP in New York. Jon Corzine, the former New Jersey governor and co-CEO of Goldman Sachs Group Inc., stepped down as chairman and chief executive officer of MF Global just days after the bankruptcy filing. In April 2013, the Bankruptcy Court approved MF Global Holdings' plan to liquidate its assets. Bloomberg News reported that the court-approved disclosure statement initially told creditors with $1.134 billion in unsecured claims against the parent holding company why they could expect a recovery of 13.4% to 39.1% from the plan. As a consequence of a settlement with JPMorgan, supplemental materials informed unsecured creditors their recovery was reduced to the range of 11.4% to 34.4%. Bank lenders will have the same recovery on their $1.174 billion claim against the holding company. As a consequence of the settlement, the predicted recovery became 18% to 41.5% for holders of $1.19 billion in unsecured claims against the finance subsidiary, one of the companies under the umbrella of the holding company trustee. Previously, the predicted recovery was 14.7% to 34% on bank lenders' claims against the finance subsidiary. MIDOR PROPERTIES: Hires Fiedler & Company as Accountant ------------------------------------------------------- Midor Properties, LLC, seeks authority from the U.S. Bankruptcy Court for the Middle District of Pennsylvania to employ Fiedler & Company, Inc., as accountant to the Debtor. Midor Properties requires Fiedler & Company to: -- assist the Debtor, post-petition, with the preparation of the bankruptcy schedules; and -- prepare financial statements requested by the US Trustee's office, and with day to day bookkeeping. Fiedler & Company will be paid as follows: -- $25 per hour for accounting and administrative work. -- $1,500 per annum for preparation of annual tax return. Fiedler & Company will also be reimbursed for reasonable out-of-pocket expenses incurred. Melita A. Fiedler, a partner of Fiedler & Company, 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. Fiedler & Company can be reached at: Melita A. Fiedler FIEDLER & COMPANY, INC. 1045 Georges Court Glen Rock, PA 17327 Tel: (717) 235-1480 About Midor Properties, LLC Midor Properties, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No. 17-02793) on July 6, 2017. At the time of the filing, the Debtor disclosed that it had estimated assets and liabilities of less than $100,000. Craig A. Diehl, Esq., at the Law Offices of Craig A. Diehl, serves as the Debtor's bankruptcy counsel. Judge Henry W. Van Eck presides over the case. MPM HOLDINGS: Proposes Initial Public Offering of Common Stock -------------------------------------------------------------- MPM Holdings Inc. filed a Form S-1 registration statement with the Securities and Exchange Commission in connection with an initial public offering of shares of its common stock. MPM Holdings is offering a yet to be determined amount of shares of its common stock and certain selling stockholders are also offering shares of the Company's common stock. The Company intends to apply to list its common stock on the New York Stock Exchange under the symbol "MPMH." A full-text copy of the preliminary prospectus is available for free at https://is.gd/3p1aPk About MPM Holdings MPM Holdings Inc. ("Momentive") -- http://www.momentive.com/-- is a holding company that conducts substantially all of its business through its subsidiaries. Momentive's wholly owned subsidiary, MPM Intermediate Holdings Inc., is a holding company for its wholly owned subsidiary, Momentive Performance Materials Inc. ("MPM") and its subsidiaries. The Company filed a petition on April 13, 2014, with the U.S. Bankruptcy Court for the Southern District of New York for reorganization under the provisions of Chapter 11 of the Bankruptcy Code. The Plan was substantially consummated on Oct. 24, 2014, and the Company emerged from bankruptcy. In connection with its emergence from bankruptcy, the Company adopted fresh start accounting. As a result of MPM's reorganization and emergence from Chapter 11 bankruptcy, Momentive became the indirect parent company of MPM in accordance with MPM's plan of reorganization pursuant to MPM's emergence from Chapter 11 bankruptcy on the Emergence Date. Prior to its reorganization, MPM, through a series of intermediate holding companies, was controlled by investment funds managed by affiliates of Apollo Management Holdings, L.P. Momentive, along with its subsidiaries, is a producer of silicones, silicone derivatives and functional silanes. Momentive is a global leader in the development and manufacture of products derived from quartz and specialty ceramics. MPM Holdings reported a net loss of $163 million for the year ended Dec. 31, 2016, following a net loss of $83 million for the year ended Dec. 31, 2015. As of June 30, 2017, MPM Holdings had $2.65 billion in total assets, $2.14 billion in total liabilities and $514 million in total equity. MUSCLEPHARM CORP: Chairman Drexler Has 46.7% Stake as of Sept. 5 ---------------------------------------------------------------- In an amended Schedule 13D filed with the Securities and Exchange Commission, Ryan Charles Drexler reported that as of Sept. 5, 2017, he beneficially owns 10,876,766 shares of common stock of MusclePharm Corp., which constitutes 46.7 percent of the shares outstanding. Currently, Mr. Drexler is the chief executive officer of Consac, LLC and the president, chief executive officer and executive chairman of the Board of Directors of MusclePharm. On Sept. 5, 2017, Mr. Drexler made a proposal to MusclePharm, summarized in a letter from his counsel, delivered to MusclePharm's counsel on Sept. 6, 2017, on behalf of the Reporting Person indicating the Reporting Person's interest in a potential restructuring of the following three secured promissory notes of which the Reporting Person is the holder: (i) the convertible secured promissory note dated as of Dec. 7, 2015, in the original principal amount of $6,000,000, (ii) the convertible secured promissory note dated as of Nov. 8, 2016, in the original principal amount of $11,000,000 and (iii) the secured demand promissory note dated as of July 27, 2017, in the original principal amount of $1,000,000. The percentage of shares of Common Stock reported as being beneficially owned by Mr. Drexler, assuming the Notes are converted immediately and all options are exercised immediately, is based upon 14,481,771 shares outstanding as of Aug. 1, 2017, as set forth in the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, filed with the Securities and Exchange Commission on Aug. 14, 2017. A full-text copy of the regulatory filing is available at: https://is.gd/FOtfSs About MusclePharm Headquartered in Denver, Colorado, MusclePharm Corporation (OTCQB:MSLP) -- http://www.muslepharm.com/-- develops and manufactures a full line of National Science Foundation approved nutritional supplements that are 100 percent free of banned substances. MusclePharm is sold in over 120 countries and available in over 5,000 U.S. retail outlets, including GNC and Vitamin Shoppe. MusclePharm products are also sold in over 100 online stores, including bodybuilding.com, Amazon.com and Vitacost.com. MusclePharm reported a net loss of $3.47 million on $132.5 million of net revenue for the year ended Dec. 31, 2016, compared to a net loss of $51.85 million on $166.9 million of net revenue for the year ended Dec. 31, 2015. As of June 30, 2017, MusclePharm had $29.75 million in total assets, $39.76 million in total liabilities, and a total stockholders' deficit of $10.01 million. NANSEMOND WHARF: Voluntary Chapter 11 Case Summary -------------------------------------------------- Lead Debtor: Nansemond Wharf Olde Towne Properties LLC Type of Business: Nansemond Wharf Olde Towne Properties, LLC is located in Suffolk, Virginia and is registered as a LLC. Nansemond is a small business debtor as defined in 11 U.S.C. Section 101(51D). Chapter 11 Petition Date: September 11, 2017 Debtor affiliates that filed Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Nansemond Wharf Olde Towne Properties LLC 17-73274 Nansemond Wharf Southside Properties LLC 17-73275 Court: United States Bankruptcy Court Eastern District of Virginia (Norfolk) Judge: Hon. Stephen C. St. John (17-73274) Hon. Frank J. Santoro (17-73275) Debtors' Counsel: Hubert H. Young, Jr. 444 North Main Street Suffolk, VA 23434 Tel: (757) 539-3479 E-mail: yprop@msn.com Olde Towne's estimated assets: $1 million to $10 million Olde Towne's estimated debt: $500,000 to $1 million Southside's estimated assets: $1 million to $10 million Southside's estimated debt: $500,000 to $1 million. The petitions were signed by Christine B. Young, member of LLC. The Debtors each did not file of 20 largest unsecured creditors on the Petition Date. Full-text copies of the petitions are available for free at: http://bankrupt.com/misc/vaeb17-73274.pdf http://bankrupt.com/misc/vaeb17-73275.pdf NAVISTAR INTERNATIONAL: Will Join 2017 RBC Capital Conference ------------------------------------------------------------- Navistar International Corporation announced that Persio Lisboa, executive vice president and chief operating officer, will discuss industry topics and business matters related to the company via a live webcast at the 2017 RBC Capital Markets' Industrials Conference in Las Vegas, Nevada on Wednesday, September 13, which is scheduled to begin at 10:50 a.m. Pacific. The live webcast can be accessed through the investor relations page of the Company's website at http://www.navistar.com/navistar/investors/webcasts. Investors are advised to log on to the website at least 15 minutes prior to the start of the webcast to allow sufficient time for downloading any necessary software. The webcast will be available for replay at the same address approximately three hours following its conclusion, and will remain available for a limited time. 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. 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. * * * 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. NEBFYNEDYNE 15: Hires Barnhart Firm as Chapter 11 Counsel --------------------------------------------------------- NEBFYNEDYNE 15, Inc., seeks authorization from the U.S. Bankruptcy Court for the District of Nebraska to employ Bruce C. Barnhart Law Office as Chapter 11 counsel. The Debtor requires Barnhart to: a. advise the Debtor as to its rights, duties and powers as a debtor in possession; b. prepare and file the statements, schedules, plans and other documents and pleadings necessary to be filed by the Debtor in and throughout this case, conferences, trials, and other proceedings in this case; c. represent the Debtor at all hearings, meetings of creditors, conferences, trials and other proceedings in this case; and d. perform other legal services as may be necessary in connection with this case. Barnhart will be paid at these hourly rates: Bruce C. Barnhart, Esq. $290 Paralegal $100 The Debtor agrees to pay in advance retainer of $5,000. Barnhart will also be reimbursed for reasonable out-of-pocket expenses incurred. Bruce C. Barnhart, Esq., at the Bruce C. Barnhart Law Office, assures 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. Barnhart may be reached at: Bruce C. Barnhart, Esq. Bruce C. Barnhart Law Office 12100 West Center Road, Suite 519 Omaha, NE 68144 Phone: 402-934-4430 About NEBFYNEDYNE 15 NEBFYNEDYNE 15 is a Nebraska Corporation that operates a restaurant known as Louise's Wine Dive and has 20 employees. NEBFYNEDYNE 15 filed a Chapter 11 petition (Bankr. D. Neb. Case No. 17-81147) on Aug. 15, 2017. The Debtor is represented by the Law Offices of Bruce C. Barnhart, Esq. No trustee, examiner or statutory committee has been appointed in this Chapter 11 case. NORTHERN OIL: BlackRock Has 3% Equity Stake as of Aug. 31 --------------------------------------------------------- BlackRock, Inc., reported in a regulatory filing with the Securities and Exchange Commission that as of Aug. 31, 2017, it beneficially owns 1,912,655 shares of common stock of Northern Oil and Gas Inc., which constitutes 3 percent of the shares outstanding. A full-text copy of the Schedule 13G/A is available for free at https://is.gd/xloUEj About Northern Oil Northern Oil and Gas, Inc. -- http://www.NorthernOil.com/-- is an exploration and production company with a core area of focus in the Williston Basin Bakken and Three Forks play in North Dakota and Montana. Northern Oil reported a net loss of $293.5 million on $144.9 million of total revenues for the year ended Dec. 31, 2016, compared to a net loss of $975.4 million on $275.05 million of total revenues for the year ended Dec. 31, 2015. As of June 30, 2017, Northern Oil had $481.3 million in total assets, $936.8 million in total liabilities and a total stockholders' deficit of $455.5 million. * * * In March 2017, Moody's Investors Service affirmed Northern Oil and Gas' (NOG) 'Caa2' Corporate Family Rating (CFR), the 'Caa2-PD' Probability of Default Rating (PDR), the 'Caa3' senior unsecured notes rating, and the SGL-4 Speculative Grade Liquidity (SGL) rating. The ratings outlook is negative. "The affirmation reflects Moody's expectations that Northern Oil & Gas will continue to have elevated leverage as it increases capital spending in 2017 to keep production volumes flat," commented James Wilkins, Moody's Vice President-Senior Analyst. "The negative outlook reflects the likelihood that the company's earnings will not recover sufficiently to meet its financial covenants in the second quarter 2018." In August 2017, that S&P Global Ratings lowered its corporate credit rating on U.S.-based oil and gas E&P company Northern Oil and Gas Inc. to 'CCC-' from 'CCC'. The outlook is negative. "The downgrade reflects our view of an increased likelihood the company could engage in a debt exchange or restructuring we would view as distressed within the next six months, whereby holders of the company's unsecured debt would receive substantially less than par value. NORTHWEST TERRITORIAL: Trustee Must Cure Defaults Under Hoff Lease ------------------------------------------------------------------ The bankruptcy case captioned In re: Northwest Territorial Mint LLC, Chapter 11, Debtor, Case No. 16-11767-CMA (Bankr. W.D. Wash.) came before Judge Christopher M. Alston of the U.S. Bankruptcy Court for the Western District of Washington on the Trustee's Motion to Assume Dayton, Nevada Lease and Acknowledge Validity of Security Agreement and the Order Granting Trustee's Motion to Assume Lease for Dayton Facility. The Court conducted an evidentiary hearing on June 30, July 5, July 25, and July 26, 2017. K&L Gates LLP appeared for Mark T. Calvert, the Chapter 11 Trustee, and Perkins Coie LLP appeared for Robert and Connie Hoff. The Court heard closing arguments on July 26 and took the matter under advisement. Upon consideration of the arguments presented, the Court has determined that there are some defaults that must be cured, but not to the extent alleged by the Hoffs. The Trustee also need not assume a security agreement, perfect any security interests the Hoffs may have, or provide the Hoffs with any additional security. Both parties assert that they formed an agreement in September 2016 and the Court should enforce that agreement. The problem is that the parties never documented the agreement, and instead rely on two declarations that do not contain the same terms. For example, the Trustee's declaration states he agrees, conditioned on approval of the assumption of the Lease, to acknowledge the Security Agreement. Mrs. Hoff's declaration identifies certain conditions for consent to the assumption of the Lease by the Trustee, but notably absent is any mention of the Security Agreement. Further, while the declarations state the Trustee will fund $120,000 worth of certain improvements, neither declaration identifies these improvements. If the parties agreed upon the specific improvements at the time, they did not share their understanding with the Court and other interested parties. The passage of time also made any agreement obsolete. The Trustee acknowledges that he must cure defaults that arose after September 2016. Thus, even if he had capped his cure costs at $120,000 when he filed the Motion, he knew the cure costs eight months later could exceed that amount. As of April 2017, the parties could not even agree on what repair items were "new" and which ones were "old." In sum, the parties did not have an agreement when they appeared at the hearing on May 2. There was no agreement for the Court to enforce or for any party to breach. The Trustee concedes that he must cure any new defaults under the Lease that arose after he filed the Motion. He still insists, however, that he need not cure any defaults that existed as of September 2016 that the Hoffs did not identify on the Original Repair List because they did not object to the Motion prior to April 2017. Judge Alston finds that the Trustee's position lacks merit. Based on the Trustee's acknowledgement in the emails and in his testimony, and on the Court's review of photographic evidence, the Court concludes the Trustee must promptly take the following actions to cure non-monetary defaults under sections 7.1(a) and (b) of the Lease that the Hoffs identified on Exhibit 119, including: 1. Repair and seal the parking lot asphalt 2. Cleanup landscape and make general landscape repairs 3. Replace evaporative cooler 4. Enter into long-term maintenance contracts for the HVAC and fire suppression systems 5. Repair broken and damaged plumbing fixtures For these reasons, Judge Alston orders that the Trustee must promptly cure the defaults under the Lease. Further, in the event of any dispute over the adequacy or promptness of a cure of any of these defaults, the Trustee or the Hoffs may seek further orders from the Court by filing and serving a motion on the other party in compliance with Local Bankruptcy Rule 9013-1. Notice need not be provided to any other interested party in the case. A full-text copy of Judge Alston's Memorandum Decision dated Sept. 1, 2017, is available at https://goo.gl/8Dey8T from Leagle.com. Mark Thomas Calvert, Trustee, represented by Michael J. Gearin -- Mike.Gearin@klgates.com -- K&L Gates LLP, David C. Neu -- david.neu@klgates.com -- K&L Gates LLP, Brian T. Peterson – Brian.Peterson@klgates.com -- K&L Gates LLP & Christopher M. Wyant -- Christopher.Wyant@klgates.com -- K&L Gates LLC. United States Trustee, US Trustee, represented by Martin L. Smith -- Martin.L.Smith@usdoj.gov About Northwest Territorial Northwest Territorial Mint LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 16-11767) on April 1, 2016. The petition was signed by Ross B. Hansen, member. The Debtor estimated both assets and liabilities in the range of $10 million to $50 million. The case is assigned to Judge Christopher M. Alston. The Debtor is represented by J. Todd Tracy, Esq., at The Tracy Law Group PLLC. On April 11, 2016, Mark Calvert was appointed as Chapter 11 trustee for the Debtor. On April 15, 2016, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee hired Miller Nash Graham & Dunn LLP as its bankruptcy counsel, and Lorraine Barrick LLC as financial advisor. NW VALLEY: Court Approves Disclosure Statement, Confirms Plan ------------------------------------------------------------- The Hon. August B. Landis of the U.S. Bankruptcy Court for the District of Nevada has approved NW Valley Holdings LLC's disclosure statement and confirmed the Debtor's third amended Chapter 11 plan of reorganization. As reported by the Troubled Company Reporter on July 19, 2017, the Debtor filed with the Court a disclosure statement to accompany their third amended Chapter 11 plan of reorganization. Class 3 under the Plan consists of all Allowed General Unsecured Claims. Holders of Class 3 Allowed General Unsecured Claims will be paid in full in cash on the Effective Date, together with interest at either the rate as provided in their applicable contract. About NW Valley Holdings NW Valley Holdings LLC was organized on Feb. 12, 2014, to provide a vehicle and a process for its managers and members, who were all homebuilders and other property developers, to group together and make a joint bid to acquire certain real property consisting of 1,710.86 gross acres located in the City of Las Vegas, Nevada, at a Bureau of Land Management auction, and on which they intended to develop a master-planned community. A syndicate of lenders led by Wachovia Bank, N.A., as administrative agent, agreed to provide $565,000,000 to finance the acquisition and develop the property. The great recession and financial crisis of 2007 to 2008 hit. In September 2008, a trustee's deed upon sale was recorded, thereby evidencing the transfer of the property for a credit bid of $5 million to an entity called KAG Property, LLC, as successor to Wachovia's rights under the loan. The trustee's deed excluded any portion of the property "lying within the U.S. Highway 95/Rancho Drive as it presently exists." The remaining real property consists of 6 very small parcels of property directly under or immediately adjacent to the U.S. Highway 95. In May 2013, Wells Fargo, successor by merger to Wachovia, sold all of its rights and interests in the loan and KAG Property to affiliates of Kyle Partners, LLC. Kyle Agent, LLC, was named successor administrative agent. Kyle Partners owns 89% of the beneficial interest of any remaining amounts owing under the credit agreement. KEH acquired an aggregate 90.41% of the membership interests in the Company. The Kimball Hill Trusts hold the remaining 9.59%. NW Valley Holdings LLC filed a Chapter 11 bankruptcy petition (Bank. D. Nev. Case No. 15-10116) on Jan. 10, 2015. The petition was signed by Charles C. Reardon, senior managing director of Asgaard Capital, LLC, as manager. The Debtor disclosed assets of $815,000 and liabilities of $428 million. Judge August B. Landis is assigned to the case. On Feb. 27, 2015, the Court authorized the employment of Asgaard Capital LLC as the Debtor's manager. The Debtor has tapped Larson & Zirzow, LLC, as general bankruptcy counsel. The Debtor also hired Asset Insight of Nevada as real property appraiser to provide an appraisal of the Remaining Real Property. The Debtor has tapped David R. Black, CPA, as its accountant. O2 PARTNERS: Moody's Withdraws B2 Corporate Family Rating --------------------------------------------------------- Moody's Investors Service has withdrawn all debt ratings of O2 Partners, LLC (does business as "Ortholite"), including the B2 Corporate Family Rating, B3-PD Probability of Default Rating, and B2 ratings on its senior secured credit facilities. RATINGS RATIONALE Ortholite's debt was fully repaid following the acquisition of the company by private equity firm Trilantic North America, therefore all ratings have been withdrawn. The following summarizes today's rating action: Outlook Actions: Issuer: O2 Partners, LLC -- Outlook, Changed To Rating Withdrawn From Stable Withdrawals: Issuer: O2 Partners, LLC -- Probability of Default Rating, Withdrawn , previously rated B3-PD -- Corporate Family Rating, Withdrawn , previously rated B2 -- Senior Secured Bank Credit Facility, Withdrawn , previously rated B2 (LGD 3) The principal methodology used in these ratings was Global Apparel Companies published in May 2013. Headquartered in Amherst, MA, Ortholite designs, manufactures and supplies high-performance, open-cell foam insoles to branded footwear companies. ONE HORIZON: Founder Rejoins as CEO to Lead Growth Strategy ----------------------------------------------------------- One Horizon Group, Inc., announced that Mark White has rejoined the Company as chief executive officer, president and director. Mr. White will lead the Company's new strategy directed at growth opportunities for online and Software-as-a-Service (SaaS) businesses, primarily centered on the security, education and gaming markets. Following the recent disposition of its loss making subsidiaries, One Horizon is now focused on the Company's business and subsidiaries based in China and Hong Kong. One Horizon also announced that Edwin C. Lun is joining as chief operating officer based in Hong Kong to oversee the Company's business development and operations in China and Hong Kong. In consideration for his services, the Company will pay Mr. White an annual salary of $480,000, provided that until the earlier of the acquisition by the Company of a business with a valuation in excess of $1,000,000 and Dec. 31, 2017, the salary payable to Mr. White will be accrued but not paid, with such accrued salary to be paid in equal monthly installments during the period commencing March 1, 2018 through July 1, 2018, or such earlier date upon which Mr. White's employment is terminated. Mr. White also will be entitled to receive a bonus for periods commencing Aug. 1, 2018, based upon performance criteria to be determined by the Board of Directors. As an inducement to join the Company, the Company has issued Mr. White 1,600,000 shares of its common stock. Mr. White also will be entitled to participate in any employee health, life or disability insurance plans established and maintained by the Company. The Company also has agreed to cause the nomination of Mr. White to its Board of Directors as long as he is employed as its president and chief executive officer. "I am pleased to rejoin One Horizon and lead our strategy to focus on acquisitions of attractive and profitable online technology businesses. There are huge opportunities to acquire businesses based in Southeast Asia with global growth opportunities," said Mark White, One Horizon's chief executive officer. "We expect to build on the strong foundation we've established with our Chinese and Hong Kong subsidiaries. The Company is also excited to have Edwin Lun join as Chief Operating Officer to direct our businesses in China and Hong Kong, where he has over 20 years of experience in operational roles in technology ventures and supply chain management." Mr. White founded and became chief executive officer of a predecessor of the Company, One Horizon Group PLC, in 2004 and served as chief executive officer and a director of One Horizon Group, Inc. from 2012 to 2014. His entrepreneurial career in the distribution of electronic equipment and telecommunications spans over 25 years. He founded Next Destination Limited in 1993, the European distributor for Magellan GPS and satellite products, and sold the business in 1997. Prior to that, Mr. White was chief executive officer for Garmin Europe, where he built up the company's European distribution network. Mr. Lun has served as a non-executive director of Mobi724 Global Solutions (CSE: MOS), a technology company that is a leader in mobile payment solutions. Mr. Lun has also served as a board member of GS1, an organization that develops global standards for business communication. Mr. Lun is currently China Advisory Board member of Hope International Microfinance, a global microfinance institution in 16 countries. Mr. Lun has experience running large scale manufacturing operations and supply chain management distribution systems in the Fast Moving Consumer Goods (FMCG) sector, including over 20 years of experience in CAD/CAM/CAE, ERP and PLM software implementation. Mr. Lun is a graduate of the Harvard President Management Program at the Harvard Business School. Mr. Lun will receive an annual base salary of $250,000 and will be entitled to a bonus based upon performance criteria to be determined by the Board of Directors, provided that until the earlier of the acquisition by the Company of a business with a valuation in excess of $1,000,000 and Dec. 31, 2017, the salary payable to Mr. Lun will be accrued but not paid, with such accrued salary to be paid in equal monthly installments during the period commencing March 1, 2018, through July 1, 2018, or such earlier date upon which Mr. Lun's employment is terminated. In addition, as a signing bonus, the Company has issued Mr. Lun 1,400,000 shares of its common stock. Mr. Lun will be entitled to participate in any employee health, life or disability insurance plans established and maintained by the Company. Exchange Transactions One Horizon has entered into two agreements intended to reduce its debt and eliminate its outstanding preferred stock. On Sept. 4, 2017, the Company entered into an agreement with Zhanming Wu, owner of the Company's 8% Series A Convertible Debentures in the principal amount of $3,500,000, pursuant to which Mr. Wu agreed that he would not demand payment of the Debentures on or prior to Oct. 1, 2017, in consideration for the right to convert $3,000,000 of the outstanding Debentures, together with all accrued but unpaid interest on the entire principal amount of the Debentures, which as of Sept. 30, 2017, will equal approximately $350,000, into shares of the Company's common stock at any time on or before Jan. 31, 2018. On Sept. 4, 2017, the Company entered into an agreement with Mark White, owner of 555,555 shares of the Company's Series A-1 Convertible Preferred Stock, all of the Preferred Stock currently outstanding, pursuant to which the Company agreed to redeem the Preferred Shares for shares of the Company's common stock. Upon consummation of the two Agreements, the Company will issue an aggregate of 17,000,000 shares of common stock to Messrs. Wu and White. In addition, upon conversion of the $3,000,000 portion of the Debentures, the balance of the Debentures will be deemed cancelled and the Company will issue to Mr. Wu its $500,000 promissory note bearing interest at the rate of 7% per annum payable on Aug. 31, 2019. In addition to the shares issuable to Mr. White for the Preferred Shares, he will receive a $500,000 promissory note identical to the note issued to Mr. Wu. The issuance of the shares of common stock in exchange for the Debentures and the Preferred Shares is subject to stockholder approval in accordance with the applicable rules of the NASDAQ Capital Market, the exchange upon which the Company's common stock is listed, since the issuance of those shares is in excess of 20% of the outstanding shares of the Company's common stock. The Company intends seek the written consent of stockholders owning a majority of the outstanding shares of common stock to approve the issuance of the number of shares of common stock contemplated by the Exchange Transactions, or if it is unable to obtain such stockholder consents, to call a special meeting of stockholders to approve such issuances. About One Horizon Group, Inc. One Horizon Group, Inc. (NASDAQ: OHGI) -- http://www.onehorizongroup.com/ -- is a reseller of secure messaging software for the growing gaming, security and education markets primarily in China and Hong Kong. One Horizon is the inventor of the patented SmartPacketTM Voice over Internet Protocol platform. The Company's software is designed to capitalize on numerous industry trends, including the rapid adoption of smartphones, the adoption of cloud based Internet services, the migration towards all IP voice networks and the expansion of enterprise bring-your-own-device to work programs. One Horizon reported a net loss of $5.54 million on $1.61 million of revenue for the year ended Dec. 31, 2016, compared to a net loss of $6.30 million on $1.53 million of revenue for the year ended in 2015. As of June 30, 2017, One Horizon had $8.83 million in total assets, $7.20 million in total liabilities and $1.63 million in total stockholders' equity. The Company's independent accountants Cherry Bekaert LLP, in Tampa, Fla., issued a "going concern" opinion in its report on the Company's consolidated financial statements for the year ended Dec. 31, 2016, stating that the Company has recurring losses and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. ORIGINAL SOUPMAN: Court Okays Sale to Gallant Brands ---------------------------------------------------- Vince Sullivan, writing for Bankruptcy Law360, reports that the U.S. Bankruptcy Court for the District of Delaware has approved The Original Soupman Inc.'s sale to an affiliate of shareholder WealthColony Management Group LLC. Law360 shares that the Buyer agreed to acquire $4.7 million of the Debtor's secured debt. As reported by the Troubled Company Reporter on Sept. 1, 2017, Matt Chiappardi, writing for Bankruptcy Law360, reported that the Debtor told the Court during a hearing that WealthColony Management unit Gallant Brands Inc. emerged as the winning bidding in an auction for the Debtor's assets. 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. ORIGINAL SOUPMAN: Wants to Supplement Record on Asset Sale ---------------------------------------------------------- BankruptcyData.com reported that Soupman filed with the U.S. Bankruptcy Court an emergency motion for entry of an order to re-open and supplement the record with respect to the Debtors' previously-filed motion to approve the sale of substantially all of the Debtors' assets. The motion explains, "Shortly after the Petition Date, the Debtors filed the Sale Motion, seeking to sell substantially all of their assets to Soupman Lending, the Debtors' postpetition lender, for a credit bid of $1,785,000 . . . . On September 1, 2017, the DIP Lender delivered a Notice of Default to the Debtors, Hillair, and the Office of the United States Trustee. In the following days, the Debtors discuss the sale with the Gallant Brands, the proposed purchaser, the Office of the United States Trustee, the DIP Lender, and Hillair in order to resolve the Hillair objection and have a consensual resolution regarding the sale of the Debtors' assets. The Debtors believe that all parties are currently in agreement with the terms of a consensual sale. As such, the Debtors have scheduled a meeting of the Debtors' Board of Directors for Wednesday, September 6, 2017 to discuss the approval of the revised terms of the sale. Accordingly, the Debtors desire to go forward with the Sale Motion and put on additional evidence in order to address the Bankruptcy Court's concerns and seek approval of the relief requested in the Sale Motion." 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. P.D.L. INC: Has Court's Interim Nod to Use Cash Collateral ---------------------------------------------------------- The Hon. Robert A. Mark of the U.S. Bankruptcy Court for the Southern District of Florida has entered an interim order authorizing P.D.L., Inc., to use cash collateral, subject to the terms of the court order, pending final hearing. A final hearing on the cash collateral use was set for Sept. 7, 2017, at 2:30 p.m. The Debtor is authorized to factor its invoices as described at the hearing to timely pay the ordinary course expenses involved in operating the Debtor's business postpetition. To fulfill its budgetary requirements in funding up to the conclusion of the Final Hearing, the Debtor is authorized to sell accounts to the Factor, RTS Finance Service, Inc., in accordance with the Factoring Agreement entered into prepetition, with the modification thereto of an increased Security Reserve to 7.5% and an increased Factor Fee to 2.5%. The Debtor will use the Funding solely in accordance with the budget. A copy of the Order is available at: http://bankrupt.com/misc/flsb17-20457-36.pdf About P.D.L., Inc. P.D.L., Inc., is a Florida Profit Corporation formed on Oct. 31, 2003, operating as a trucking distributor. It is insured and provides employment for 7 full-time employees and over 30 independent contractors. P.D.L. filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 17-20457) on Aug. 17, 2017. The Debtor is represented by Ariel Sagre, Esq., at Sagre Law Firm, P.A. PACIFIC DRILLING: Lowers Equity Stake in Hyperdynamics to 21% ------------------------------------------------------------- Pacific Drilling S.A. and Pacific Drilling Operations Limited disclosed in a Schedule 13D filed with the Securities and Exchange Commission that as of Aug. 29, 2017, they beneficially own 7,759,644 shares of common stock of Hyperdynamics Corporation, which constitutes 21% of the shares outstanding. The Reporting Persons previously filed a Schedule 13G on June 16, 2017, reporting their beneficial ownership of 18.6% of Hyperdynamics' common stock. The address of PACD's principal office is 8-10, Avenue de la Gare, L-1610 Luxembourg. The address of PDOL's principal office is 11700 Katy Freeway, Suite 175, Houston, Texas 77079. The principal business of PACD is to contract PACD's fleet of high-specification floating rigs to drill wells for its clients. The principal business of PDOL is to serve as a holding company for the administrative, labor and operating companies of the PACD group of companies. On Aug. 29, 2017, PDOL purchased from Hyperdynamics, through a private placement, 1,369,864 Units for $1.46 per Unit, or an aggregate purchase price of $2,000,001. The source of the funding for the transactions reported was derived from general working capital. A full-text copy of the regulatory filing is available at: https://is.gd/78ZO6I About Pacific Drilling Based in Luxembourg, Pacific Drilling S.A. (NYSE: PACD) -- http://www.pacificdrilling.com-- is an international offshore drilling contractor. The Company's primary business is to contract its high-specification rigs, related equipment and work crews, primarily on a day rate basis, to drill wells for its clients. The Company's contract drillships operate in the deepwater regions of the United States, Gulf of Mexico and Nigeria. Pacific Drilling reported a net loss of $37.15 million in 2016 following net income of $126.23 million in 2015. As of June 30, 2017, Pacific Drilling had $5.60 billion in total assets, $3.17 billion in total liabilities and $2.43 billion in total shareholders' equity. The Company's independent accounting firm issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Dec. 31, 2016. KPMG LLP, in Houston, Texas, noted that the Company expects to be in violation of certain of its financial covenants in the next 12 months, which raises substantial doubt about its ability to continue as a going concern. PALADIN BRANDS: Moody's Rates Proposed $215MM Term Loan B3 ---------------------------------------------------------- Moody's Investors Service assigned a B3 rating to Paladin Brands Holding, Inc.'s proposed $215 million first lien secured term loan due 2022. Proceeds from the proposed term loan together with $4.1 million of drawings under the company's amended and extended revolving credit facility (unrated) are expected to be used to repay the company's existing term loan due 2019 as well as pay related fees and expenses. Paladin Brands Holding, Inc., Crenlo Cab Products, Inc. and Emcor Enclosures, Inc. are subsidiaries of IES Global B.V. that are co-borrowers of the proposed term loan. The ratings outlook is positive. The positive rating outlook reflects the expected recovery in the company's end markets that should reduce leverage and the liquidity benefits of the proposed refinancing transaction. Such benefits include increased covenant headroom and the extension of the company's debt maturity profile, particularly its ABL revolving credit facility that was coming due within a year. Of note, the refinancing is expected to be leverage neutral with pro forma total funded debt increasing modestly to $294 million from $291 million. Concurrently, Moody's assigned a B3 Corporate Family Rating (CFR) and B3-PD Probability of Default Rating (PDR) to Paladin Brands Holding, Inc. and withdrew IES Global B.V.'s B3 CFR and B3-PD PDR. The following rating actions were taken: Paladin Brands Holding, Inc. Ratings Assigned: Corporate Family Rating, at B3 Probability of Default Rating, at B3-PD $215 million senior secured term loan due 2022, at B3 (LGD-3) Outlook, Positive Ratings unchanged and to be withdrawn upon transaction close: Issuer: IES Global B.V. Existing senior secured term loan due 2019, B3 (LGD-3) Outlook, to Positive from Stable Ratings Withdrawn: Issuer: IES Global B.V. Corporate Family Rating, withdrawn at B3 Probability of Default Rating, withdrawn at B3-PD RATINGS RATIONALE IES' B3 CFR considers the company's modest revenue scale, high leverage, degree of customer concentration and cyclical end-markets counterbalanced by an adequate liquidity profile, an international operating footprint, and long established relationships with large heavy equipment manufacturers and dealers. The company's portfolio of attachments and cabs allow heavy machinery to be used for multiple purposes and in varied weather conditions enhancing the machinery's utility and versatility. The rating is supported by Moody's expectation for positive free cash flow and moderate EBITDA improvement over the next twelve to eighteen months. The company's relatively modest revenue scale and its product concentration into the heavy manufacturing industry exposes it to the industry's significant cyclicality. A stabilization in certain of IES' end-markets including signs of recovery in global construction markets underlies Moody's expectations for moderate EBITDA improvement. Furthermore, although the company has a level of customer concentration, the main customers are expected to benefit from improvements in current end-market fundamentals as well. The ratings benefit from low required capital expenditures, high variable costs, and ongoing international expansion. Additionally, restructuring actions over the last two years are expected to contribute to margin sustainment. The company has been demonstrating improved operating results since late 2016 and signs of recovery in certain end-markets in tandem with debt reduction underscores the expectation that credit metrics will improve further. During the last twelve months ended June 30, 2017, the company's debt/EBITDA (including Moody's standard adjustments) improved to under 6.0x with EBIT/interest coverage of over 1.0x. Further improvement is anticipated over the next twelve to eighteen months from the company's positive earnings trajectory combined with debt reduction. The company has meaningful required term loan amortization payments that its cash flow is expected to cover. IES' adequate liquidity profile is characterized by expectations of positive free cash flow generation, modest cash balances and good availability under the company's revolving credit facility. The company is expected to maintain good headroom under the amended financial maintenance covenants. Liquidity is supplemented by its access to foreign assets abroad as an alternate source of liquidity. Upward rating momentum would depend on debt/EBITDA improving towards 5.0 times, EBIT to interest exceeding 1.5x and the maintenance of an adequate liquidity profile. An increase in the company's revenue scale through organic revenue growth supplemented by acquisitions would also support upward rating momentum. Downward rating momentum would develop if the company's liquidity profile were to weaken including a deterioration in free cash flow. Deterioration in end-market conditions such that debt/EBITDA exceeds 6.5 times and EBIT/interest coverage falls below 1.0x could also lead to a downgrade. The principal methodology used in these ratings was Global Manufacturing Companies published in June 2017. IES Global B.V. (IES), located in Oak Brook, IL is an integrated, global manufacturer of a diversified range of highly engineered cab enclosures and attachment tools for the off-highway industry. The company was created in 2011 with the combination of Paladin Brands (including Paladin Attachments, Genesis, Pengo, Jewell) and Crenlo, while Siac do Brasil and CWS were acquired in 2012. Revenues for the last twelve months ended June 30, 2017 totaled $496 million. IES is owned by KPS Capital Partners, L.P., a manager of a family of private equity funds. PAN AMERICAN: Fitch Affirms 'B+' Long-Term FC IDR; Outlook Stable ----------------------------------------------------------------- Fitch Ratings has affirmed Pan American Energy's (PAE) Long-Term Foreign Currency (LT FC) Issuer Default Rating (IDR) at 'B+' and LT Local Currency (LT LC) IDR at 'BB'. The Rating Outlook is Stable. PAE's ratings are supported by its strong business position, large reserves base, low leverage and strong operating performance. The FC IDR, one-notch higher than Argentina's country ceiling, is supported by the company's reliable and strong cash flow generation, high level of dollar-denominated export revenues relative to total debt, strong parent ownership, and a good track record of payment during stressed sovereign scenarios. PAE possesses ample liquidity and has proven access to the financial markets. PAE's ratings are constrained by its exposure to political interference in Argentina, and the company has seen a volatile domestic business environment and inflationary pressure on its cost structures. KEY RATING DRIVERS Strong Business Position: PAE has a strong business position in the Argentine market and Fitch expects its credit metrics to remain strong. Ownership by a strong parent, reliable cash flow generation and significant levels of exports support PAE's long-term FC IDR, which is rated one notch above Argentina's country ceiling. PAE is 60% owned by BP plc (A/Stable) and 40% owned by Bridas Corp. Bridas is 50% owned by Bridas Energy Holdings Ltd. and 50% by China National Offshore Oil Corporation Limited (CNOOC, A+/Stable). Strong Capital Structure: As of December 2016, PAE was Argentina's largest proved reserves holder, with oil and gas reserves of 1.561 billion barrels of oil equivalent (boe), of which 62% is oil, equivalent to 16 years of production (24 years for oil, 10.4 years for natural gas and 16.2 years of oil + gas). PAE's leverage is low at approximately USD1.09 of debt/barrel (bbl) of proved reserves as of December 2016. The company historically increased reserves and production volumes sustainably, despite operating in a challenging environment. Stable Production: As Fitch expected, the company's production remained stable despite a double-digit inflation rate and a difficult economic climate in Argentina, even though average production decreased 2.3% year over year in 2016 to 238,417 boe/day. Approximately 70% of the company's revenues were related to oil. The company maintained a reserve replacement ratio of 112% during 2016. Fitch expects 2017 production levels to remain flat for 2018-2020. Financial Strength: PAE's ratings reflect the company's robust metrics and Fitch's expectations for moderate leverage during the next three years despite increased capex needs. As Dec. 31, 2016, PAE's EBITDA increased slightly to USD2.1 billion compared to USD2 billion in 2015. EBITDA margins of 56.2% were up 600bps during this period and were up more than 2,000bps versus 2012 margins of 33.5%. Fitch expects annual capex to amount to USD1.0 billion-USD1.5 billion over the next three years with gross leverage to remain below 1.0x. DERIVATION SUMMARY PAE compares favorably to its peers YPF (B), Pampa Energia (B) and GeoPark Latin America Unlimited Agencia in Chile (B). PAE's closest peer and competitor is YPF (B/Stable). In 2016, PAE had a lower Total Debt/EBITDAR of 0.8x compared to YPF's of 2.6x. PAE has the largest reserve life in Argentina, and Fitch believes PAE has above-average ability versus its local peers to post positive predictable cash-flow generation, given its flexibility to control capex spending due to its high reserve base, low leverage and ample liquidity. KEY ASSUMPTIONS Fitch's key assumptions within its ratings case for the issuer include: -- Production growth in the low single-digit percentage level per year; -- Long-term energy prices converge with world prices over the next five years; -- EBITDA margins expected to remain at an average of 50% for the next three years; -- Annual Capex going forward consistent with 2016 capex cut of approximately USD1 billion; -- Gross leverage metrics in the 0.5-1.5x range in the short- to medium-term. -- Recovery analysis assuming that PAE would be considered a going-concern in bankruptcy and that the company would be reorganized rather than liquidated. In Fitch going-concern approach: -- PAE's going-concern EBITDA estimate is based on 2016 capex and interest expense and reflects Fitch's view of a sustainable, post-reorganization EBITDA level. -- An EV multiple of 6.0x, which is the 10-year historical take- out multiple applied to energy companies. RATING SENSITIVITIES Future Developments That May, Individually or Collectively, Lead to Positive Rating Action -- An upgrade of Argentina's ratings and country ceilings may result in a positive rating action. Future Developments That May, Individually or Collectively, Lead to Negative Rating Action -- PAE's ratings could be negatively affected by a deterioration of Argentina's credit quality combined with a material increase in the government's interference in the sector. An increase in leverage above 3.5x coupled with a decrease in interest coverage below 4.5x could also negatively affect ratings. LIQUIDITY PAME's total cash and equivalents amounted to approximately USD100 million as of Dec. 31, 2016, which is approximately 17% of short-term debt totalling USD562 million. Given the company's strong operational track record along with strong parent company support, Fitch does not anticipate any difficulties for the company in tapping local and international debt markets in order to refinance short-term debt. FULL LIST OF RATING ACTIONS Fitch has affirmed the following ratings: -- LT FC IDR at 'B+'; -- LT LC IDR at 'BB'. The Rating Outlook is Stable. Pan American Energy LLC Sucursal Argentina's (PAME) -- Senior unsecured notes due 2021 at 'BB-/RR3.' PAPERWORKS INDUSTRIES: Moody's Cuts CFR to Caa3 on High Leverage ---------------------------------------------------------------- Moody's Investors Service downgraded the Corporate Family Rating of PaperWorks Industries Inc. to Caa3 from Caa1 and the Probability of Default Rating to Caa3-PD from Caa1-PD. Moody's also downgraded the senior secured notes rating to Caa3 from Caa1. The downgrade reflects weaker-than-expected financial performance amid challenging coated recycled board (CRB) industry conditions, weak liquidity over the next few quarters as well as high refinancing risk given projected high leverage and nearing maturity of the whole capital structure in 2019. Any negative variance in financial performance or additional increases in raw material costs could further strain the company's liquidity and increase the likelihood of default. The ratings outlook is negative. Issuer: PaperWorks Industries, Inc. -- Moody's took the following actions: -- Senior Secured Regular Bond/Debenture, Downgraded to Caa3, LGD4 from Caa1, LGD4 -- Corporate Family Rating, Downgraded to Caa3 from Caa1 -- Probability of Default Rating, Downgraded to Caa3-PD from Caa1-PD Outlook Actions: -- Outlook, Remains Negative RATINGS RATIONALE The Caa3 rating reflects the company's high leverage, negative free cash flow, small scale and limited product and operational diversity, given its concentration in coated recycled board (CRB). The rating reflects weaker-than-expected financial performance amid challenging CRB industry conditions, weak liquidity over the next few quarters as well as high refinancing risk given projected high leverage and nearing maturity of the whole capital structure in 2019. PaperWorks is less vertically integrated than its larger and more diversified competitors, leaving it more exposed to the CRB demand weakness. The company benefits from operating in a consolidated and disciplined industry that continues to reduce capacity to balance declining demand for CRB due to falling consumption of packaged consumer goods, nevertheless it faces its near-term liquidity challenges. Any negative variance in financial performance or additional increases in raw material costs could further strain the company's liquidity and increase the likelihood of default. The downgrade to Caa3 reflects expectations that the company's liquidity may be constrained over the next few quarters as the company is required to repay or reinvest a portion of the proceeds from the sale of its sheeting business to bondholders. PaperWorks sold its sheeting business in December 2016 for approximately $65 million and has a year to either reinvest these proceeds, committ to reinvest the proceeds or offer to repay debt with a portion of the proceeds. The company used the proceeds to repay its revolver in 2016, but has generated negative free cash flow since then as a run-up in recycled fiber, its key raw material, has eroded margins while CRB price increases lagged and the ramp up of new business was slower than expected. Given the projected negative free cash flow of approximately $30 million in fiscal 2017, the company will have to further rely on the revolver or other borrowings and proceeds from the pending sale of equipment and the site of its recently closed Philadelphia mill if it makes an offer to bondholders to repay debt. The company's sponsor Sun Capital could also provide additional liquidity as they have done in the past. If the company offers to repay bonds, the payment would likely be in the first quarter of 2018 when the company also has to make a roughly $17 million interest payment on the notes, further straining its liquidity. The company may have limited opportunities to refinance given its high leverage with debt/EBITDA as adjusted by Moody's of over 15 times in the twelve months ended June 30, 2017. Moody's expects leverage to decline to 11 times by the end of 2017. With completed and announced capacity shutdowns by CRB producers, supply-demand dynamics is expected to improve in 2018. PaperWorks earnings are projected to improve in 2018 and leverage to fall to approximately 7 times, however, any further significant increases in recycled fiber costs and negative variance in financial performance could adversely impact credit metrics, further strain liquidity and increase the likelihood of default as the company faces increasing refinancing risks with both the revolver and bonds due in 2019. Moody's expects PaperWorks to have weak liquidity over the next twelve months. The company had approximately $8 million of cash on hand as of June 2017 and about $17 million borrowings under its asset-based revolver, which is subject to a borrowing base limitation. The company reduced its revolver to $55 million as of August 2017. The revolver has a capital expenditure covenant and a springing fixed charge covenant of 1:1 if availability falls below $6.875 million. The company would not be able to meet the fixed charge covenant calculation if it were triggered. The revolver expires on August 12, 2019 or 90 days prior to the maturity of senior secured notes if they are not refinanced. The notes mature on August 15, 2019. The Caa3 rating on the $360 million secured notes is in line with the corporate family rating as the notes represent the majority of debt in the company's capital structure, which also includes an unrated $55 million asset-based revolver. The secured notes are secured predominantly by a first lien on all real property and other assets of the company's domestic operations and the second lien on the ABL collateral. The $55 million ABL facility is secured predominantly by a first lien on the receivables and inventory of both domestic and Canadian subsidiaries. The negative outlook reflects expectations that any negative variance in financial performance increases the likelihood of a default. The ratings could be downgraded if the company underperforms relative to its guidance or if raw material prices increase further. Moody's could stabilize the outlook if financial performance and the market environment improve, the compaany starts generating positive free cash flow and availability under its revolver improves on a sustained basis. An upgrade would require reduction in leverage below 9.0 times on a sustained basis, resolution of liquidity challenges and reduction of refinancing risk. The principal methodology used in these ratings was Global Paper and Forest Products Industry published in October 2013. Headquartered in Bala Cynwyd, Pennsylvania, PaperWorks is producer of coated recycled paperboard and folding cartons. Paperworks has been a portfolio company of Sun Capital Partners, Inc. since 2008. The company generated $411 million in revenue for the twelve months ended June 2017. PAROLE BESTGATE: Hires Jones Lang as Real Estate Broker ------------------------------------------------------- Parole Bestgate LLC seeks authority from the U.S. Bankruptcy Court for the District of Maryland to employ Jones Lang LaSalle Brokerage, as real estate broker to the Debtor. Parole Bestgate requires Jones Lang to market and sell the Debtor's property a commercial office building located at 839 Bestgate Road, Annapolis, Maryland 21401. Jones Lang will be paid a commission of 5% of the sales price. Colin Penoyar, member of Jones Lang LaSalle Brokerage, 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. Jones Lang can be reached at: Colin Penoyar JONES LANG LASALLE BROKERAGE 500 East Pratt Street, Suite 1250 Baltimore, MD 21201 Tel: (443) 451-2600 About Parole Bestgate LLC Parole Bestgate LLC owns and operates a commercial office building located in Annapolis, Maryland. James Joseph Sokolis filed an involuntary Chapter 11 petition against Parole Bestgate (Bankr. D. Md. Case No. 16-11840) on Feb. 17, 2016. On March 29, 2016, the Court entered an Order for relief in the Chapter 11 case. The case is assigned to Judge David E. Rice. The Debtor is represented by Michael J. Lichtenstein, Esq., and Megan A. Raker, Esq., at Shulman, Rogers, Gandal, Pordy & Ecker, P.A., of Potomac, Maryland. PEEKAY BOUTIQUES: Bid Procedures Okayed; Oct. 18 Bid Deadline Set ----------------------------------------------------------------- BankruptcyData.com reported that the U.S. Bankruptcy Court approved Peekay Boutiques' bid procedures in connection with the solicitation and acceptance of higher and better bids set forth in the asset purchase agreement by and among the Debtors and TLA Acquisition and relating to the sale of substantially all of the Debtors' assets, scheduling a hearing to consider the sale, approving the asset purchase agreement and authorizing the sale of certain assets of the Debtors outside the ordinary course of business and authorizing the sale of assets free and clear of all liens claims, encumbrances and interests. As previously reported, "Although the Debtors have been marketing their assets for more than 17 months, the proposed Bid Procedures contemplate a marketing process in the Chapter 11 Cases and a bid deadline of October 18, 2017 (the 'Bid Deadline'). These marketing efforts will be sufficient to ensure the highest and best offer, particularly in light of the Debtors' limited financing options, ongoing cash needs and extensive, multi-year prepetition marketing effort. In particular, the Bid Procedures set forth a 'Credit Bid Cap', which caps the amount of debt that the Stalking Horse Bidder can credit bid for the Debtors' assets. As a result, potential bidders will know, at the very outset of the Chapter 11 Cases, the price point at which the Stalking Horse Bidder and Term A Lenders are prepared to walk away from the assets. In consideration for the Acquired Assets, Buyer shall assume the Assumed Liabilities by executing the Assumption Agreement and Buyer shall credit bid an aggregate amount equal to the Term Loan A Claims held by Buyer in an amount equal to $30 million, such Purchase Price to be paid by Credit Bid pursuant to a dollar-for-dollar reduction of the Term Loan A Claims held by Buyer." About Peekay Acquisition Headquartered in Auburn, Washington, Peekay -- http://www.loverspackage.com/-- is a specialty retailer of a broad selection of lingerie, sexual health and wellness products and accessories. Peekay currently owns and operates 47 retail stores across six states under the brand names "Christals," "LoVerS," "ConReV" and A. "A Touch of Romance." Peekay Acquisitions, LLC and affiliates, each sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 17-11722) on Aug. 10, 2017. The petitions were signed by Albert Altro, chief restructuring officer. Peekay Acquisition estimated its assets between $10 million and $50 million and its debts between $50 million and $100 million. Judge Brendan Linehan Shannon presides over the cases. Landis Rath & Cobb LLP serves as the Debtors' bankruptcy counsel. The Debtors hired SSG Advisors, LLC as investment banker and Traverse, LLC as financial advisor. Rust Consulting/Omni Bankruptcy serves as claims and noticing agent. On Aug. 21, 2017, five creditors were appointed to serve in an official committee of unsecured creditors in the Debtors' cases. PELICAN REAL: Liquidating Trustee Selling TM 25 Pools for $207K --------------------------------------------------------------- Maria M. Yip, the Chapter 11 Liquidating Trustee for Pelican Real Estate, LLC, and affiliates, asks the U.S. Bankruptcy Court for the Middle District of Florida to authorize the sales procedures and the Purchase and Sale Agreement with Orange Capital Funding, LLC, or assigns, in connection with the sale of TM 25 Pools for $206,800, subject to higher and better offers. The Liquidating Trustee asks an expedited hearing on Sept. 11 or 12, 2017, because the Proposed Buyer has required that interested bidders must make a qualified offer by Sept. 22, 2017. The Liquidating Trust owns pools made up of distressed real estate loans and properties described in paragraphs 89 through 97 of the Examiner's Report, which consist of: (i) the assets assigned to Pelican Real Estate, pursuant to the Agreement of Assignment dated June 5, 2014, by and between Richard Gonzalez, individually and as Authorized Agent of Oneness Investment Fund Management Group, Oneness Investment Fund Management Corp., Namaste Asset Management, LLC, and MI Home Realty & Loans, Inc., and Pelican Real Estate; and (ii) the assets assigned to Pelican Portfolios, LLC, pursuant to the Agreement of Assignment dated June 5, 2014, by and between Richard Gonzalez, individually and as Authorized Agent of Oneness Investment, Oneness Investment, Namaste Asset Management, and MI Home Realty, and Pelican Portfolios ("TM 25 Pools"). These assets exclude the excess proceeds of (i) $6,662 due Seller from the sale of the property located at 425 Elmwood Ave, Kansas City, Missouri; (ii) $1,075 due Seller from the sale of the property located at 1703 E 50th Terrace, Kansas City, Missouri; (iii) $1,593 due Seller from the sale of the property located at 3809 Highland Ave, Kansas City, Missouri; and (iv) all amounts due Seller from the sale of the property located at 1401 Village Blvd Unit 2022, West Palm Beach, Florida. Since the Effective Date, the Liquidating Trustee has investigated the market for -- and actively marketed -- the TM 25 Pools. She received the highest and best offer for the sale of the TM 25 Pools from the Proposed Buyer, which offered to purchase the Liquidating Trustee's right, title, and interest in the TM 25 Pools. The Liquidating Trustee and the Proposed Buyer have agreed to enter into the Agreement. The essential terms of the Agreement are: a. Purchase Price: $206,800 b. The Proposed Buyer will pay the Liquidating Trustee a deposit of $50,000, by Sept. 25, 2017, at 5:00 p.m., upon completion of a 21-day due diligence period which started on Sept. 1, 2017 and terminates on Sept. 22, 2017. During the Due Diligence Period, the Proposed Buyer may terminate the Agreement. c. The sale is subject to higher and better offers and court approval. d. Following 14 days after the entry of an Order from the Court approving the Agreement and the sale to the Proposed Buyer, the Proposed Buyer will immediately pay the Liquidating Trustee the remaining $156,800 due (the sale price less the deposit). e. However, if the Agreement is not terminated and the Liquidating Trustee sells the TM 25 Pools to a higher and better unrelated purchaser upon Court approval, then the Liquidating Trustee will pay the Buyer from the proceeds of the sale $30,000 as a break-up fee. The Liquidating Trustee believes that the sale to the Proposed Bidder is in the best interest of the Smart Money Liquidating Trust estate and its beneficiary creditors. However, in order to assure the greatest recovery, the Liquidating Trustee continues to solicit offers for the sale of the TM 25 Pools. The salient terms of the Bidding Procedures are: a. Qualifying Bid: Equal to or greater than $275,000 b. Deposit: $50,000 c. Bid Deadline: Sept. 22, 2017 at 5:00 p.m. d. Auction: The Auction would be held on Sept. 27, 2017 at 2:00 p.m. at the offices of Broad and Cassel, LLP, One Financial Plaza, 100 S.E. 3rd Avenue, Suite 2700, Fort Lauderdale, Florida. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Pelican_Real_592_Sales.pdf Because the Liquidating Trustee was solely involved in the finding of the Proposed Buyer, there are no brokerage fees owed relating to sale proposed. This represents a substantial savings to the creditors and the estate. Based on the Trustee's best information, there are no liens on the TM 25 Pools. The only potential claims against the TM 25 Pools are those of Richard Gonzalez, individually and as Authorized Agent of the Gonzalez Entities as contracting parties pursuant to the Agreements for Assignment. Additionally, TM Property Solutions, LLC and Kathy Khodi may claim some interest in the TM 25 Pools or any proceeds therefrom by virtue of an Agreement dated Aug. 25, 2014 more specifically described on Page 31, Footnote 18 of the Examiner's Report. The Liquidating Trustee submits that any claim the Gonzalez Entities may have pursuant to the Agreements of Assignment would at best constitute unsecured claims against the estate. Similarly, as to TM Property and/or Khodi, any claim pursuant to the TM Agreement, would at best constitute an unsecured claim against the estate. Furthermore, any such claim would be invalid as the owners of the TM 25 Pools (Pelican Real Estate and Pelican Portfolios) were not parties to the TM Agreement. The Liquidating Trustee proposes to sell the TM 25 Pools free and clear of liens, claims, and interests of others who receive notice of the Motion and hearing, with the liens, claims, and interests to attach to the proceeds. The Liquidating Trustee reserves her right to request that all expenses related to the sale of the TM 25 Pools be paid out of the proceeds of the sale including her attorneys' fees associated with the negotiation of the sale, obtaining court approval, and closing the sale, in accordance with Section 4.06 of the Liquidating Trust Agreement. Because of the need to close rapidly on the sale, the Liquidating Trustee asks the Court to waive the 14-day stay provided by Bankruptcy Rule 6004(h). The Purchaser: ORANGE CAPITAL FUNDING, LLC 295 E Highway 50, Suite 5 Clermont, FL #4711 Gonzalez can be reached at: Richard Gonzalez, Registered Agent ONENESS INVESTMENT FUND MANAGEMENT GROUP 189 Orange Avenue, Suite 1650 Orlando, FL 32801 Khodi can be reached at: Kathy Khodi 11830 Upland Way Cupertino, CA 95014-5106 About Pelican Real Estate Pelican Real Estate, LLC and its eight affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 16-03817) on June 8, 2016. The petition was signed by Jared Crapson, president of SMFG, Inc., manager of Pelican Management Company, LLC. At the time of the filing, Pelican Real Estate estimated under $50,000 in both assets and debts. The Debtors are represented by Elizabeth A. Green, Esq., at Baker & Hostetler LLP. The Debtors hire Bill Maloney Consulting as their financial advisor; Hammer Herzog and Associates P.A. as their accountant; and Pino Nicholson PLLC as their special counsel. Turnkey Investment Fund LLC, an affiliate of Pelican Real Estate LLC, hired Dance Bigelow Sharp & Co. as accountant. Guy Gebhardt, acting U.S. trustee for Region 21, formed an official committee of unsecured creditors for Pelican Real Estate LLC's affiliates, Smart Money Secured Income Fund LLC and Accelerated Asset Group LLC. Maria Yip, the court-appointed examiner, tapped GrayRobinson, P.A. to provide legal services in connection with the Debtor's bankruptcy case, and Fikso Kretschmer Smith Dixon Ormseth PS as special counsel. PENINSULA AIRWAYS: Creditors' Panel Hires Erik LeRoy as Counsel --------------------------------------------------------------- The Official Committee of Unsecured Creditors of Peninsula Airways, Inc., d/b/a PenAir, seeks authorization from the U.S. Bankruptcy Court for the District of Alaska to retain Erik LeRoy, P.C., as counsel to the Committee. The Committee requires Erik LeRoy to: a. advise the Committee with respect to its powers and duties under the Bankruptcy Code; b. prepare and file pleadings on behalf of the Committee; c. initiate and prosecute any litigation to which the Committee may be a party; d. assist the Committee in its investigation of the acts, conduct, assets, liabilities and financial condition of the Debtor, the operation of the Debtor's business, the desirability of continuing that business, and any other matter relevant to the bankruptcy case or to the formulation of a plan of reorganization; e. assist the Committee in seeking the appointment of a trustee or examiner should such action become necessary; f. negotiate with creditors, other parties in interest and the Debtor on behalf of the Committee; g. review all claims and documentation of collateral or security held against the Debtor or its assets; h. analyze, instate and prosecute objections to proofs of claim asserted against the Debtor's estate; i. analyze, institute and prosecute actions to recover property of the Debtor's estate as applicable; and j. perform other legal services as may be required and in the interests of the unsecured creditors of the Debtor's estate, including the preparation of a plan of reorganization and disclosure statement. Erik LeRoy will be paid at the hourly rate of $350. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Erik LeRoy, member of Erik LeRoy, 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 (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. Erik LeRoy can be reached at: Erik LeRoy, Esq. ERIK LEROY, P.C. 500 L St. Anchorage, AK 99501 Tel: (907) 277-2006 About Peninsula Airways, Inc. Founded in 1955 by Orin Seybert in Pilot Point, Alaska, PenAir is one of the oldest family owned airlines in the United States. It is Alaska's second largest commuter airline operating an extensive scheduled passenger and cargo service, as well as charter and medevac services, and also operates scheduled passenger service in several regions of the continental U.S. Its main base is Ted Stevens Anchorage International Airport, with other hubs located at Portland International Airport in Oregon, Boston Logan International Airport in Massachusetts and Denver International Airport in Colorado. PenAir currently has a code sharing agreement in place with Alaska Airlines with its flights operated in the state of Alaska as well as all of its flights in the lower 48 states appearing in the Alaska Airlines system timetable. Peninsula Airways, Inc., dba PenAir, filed a Chapter 11 petition (Bankr. D. Alaska Case No. 17-00282) on Aug. 6, 2017. The petition was signed by Daniel P. Seybert, its president. At the time of filing, the Debtor estimated assets and liabilities ranging from $10 million to $50 million. The case is assigned to Judge Gary Spraker. The Debtor is represented by Cabot C. Christianson, Esq., at the Law Offices of Cabot Christianson, P.C. The Debtor hired Dawson Law Group, LLC, as special counsel. On August 18, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The Committee hired Erik LeRoy, P.C., as counsel. PERFORMANT BUSINESS: Moody's Withdraws Caa1 Corp. Family Rating --------------------------------------------------------------- Moody's Investors Service has withdrawn the ratings of Performant Business Services, Inc., including the company's Caa1 Corporate Family Rating ("CFR"); Caa2-PD Probability of Default Rating ("PDR"); Caa1 (LGD3) senior-secured debt rating; and SGL-4 Speculative Grade Liquidity Rating. RATINGS RATIONALE Moody's has decided to withdraw the ratings for its own business reasons. Performant Business Services, Inc. (Performant), a wholly-owned subsidiary of publicly traded Performant Financial Corporation (PFMT; Nasdaq), is a provider of audit and recovery services for organizations in the public and private sectors. About two thirds of Moody's-expected 2017 revenues of $130 million are derived from the recovery and restructuring of defaulted student loans, while fees from healthcare payment collections and delinquent-tax collections constitute the balance of revenues. PFO GLOBAL: Ch.11 Trustee Hires Rosen Systems as Auctioneer ----------------------------------------------------------- Shawn K. Brown, the Chapter 11 Trustee for PFO Global Inc., and its debtor-affiliates, asks the U.S. Bankruptcy Court for the Northern District of Texas for permission to employ Rosen Systems as his auctioneer. The Chapter 11 Trustee requires Rosen Systems to: a. advise the Trustee on the liquidation value of the Debtors' assets; b. create an inventory of the assets; c. advertise and conduct an online auction; d. consult with and advise the Trustee regarding the auction; and e. perform all other customary duties associated with an auction. A 10% buyer's premium will be collected from each purchaser and paid to Rosen Systems as compensation in accordance with the United States Trustee's Guidelines. Rosen Systems will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael Rosen, shareholder of Rosen Systems, 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. Rosen Systems may be reached at: Michael Rosen Rosen Systems, Inc. 2323 Langford St. Dallas, TX 75208 Tel: (972) 248-2266 (800) 527-5134 Fax: (972) 248-6887 About PFO Global, Inc. PFO Global, Inc., and its affiliates are a consolidated group of companies that operate in the eyewear and lenses industry worldwide. Global owns 100% of the equity interests in Pro Fit Optix Holding Company, LLC. In turn, Holding owns 100% of the equity interests in Pro Fit Optix, Inc., PFO Technologies, LLC, PFO Optima, LLC, and PFO MCO, LLC. PFO Global, Pro Fit Optix Holding Company, Pro Fit Optix, PFO Technologies, PFO Optima, and PFO MCO, filed Chapter 11 petitions (Bankr. N.D. Tex. Lead Case No. 17-30355) in Dallas on Jan. 31, 2017. Rosa R. Orenstein, Esq., and Nathan M. Nichols, Esq., at Orenstein Law Group, P.C., serve as the Debtors' bankruptcy counsel. Haynes and Boone, LLP, is their special corporate and securities law counsel. Mahesh Shetty, a certified public accountant, is the Debtor's financial officer. In February 2017, a three-member panel was appointed as official committee of unsecured creditors in the Debtors' case. The Committee retained Shraiberg, Ferrara, Landau & Page, P.A. as legal counsel, and McCathern, PLLC as local counsel. Shawn K. Brown was appointed on June 21, 2017, as Chapter 11 Trustee to oversee the bankruptcy estate. PHARMERICA CORP: S&P Assigns B+ Corp Credit Rating, Outlook Stable ------------------------------------------------------------------ S&P Global Ratings assigned its 'B' corporate credit rating to PharMerica Corp. The outlook is stable. S&P said, "At the same time, we assigned our 'B' issue-level rating and '3' recovery rating to the company's first-lien credit facility. The '3' recovery rating indicates expectations for meaningful (50%-70%; rounded estimate: 55%) recovery in the event of a default. "In addition, we assigned our 'CCC+' issue-level rating and '6' recovery rating to the company's second-lien term loan. The '6' recovery rating indicates expectations for negligible (0%-10%; rounded estimate: 0%) recovery in the event of a default. "The rating on PharMerica reflects our expectation that the company will achieve meaningful synergies through a new purchasing agreement negotiated as part of this transaction, while managing industry headwinds of reimbursement pressure and declining utilization at post-acute facilities. We also expect that working capital, which has absorbed significant cash flows in the past two years, will be better managed going forward. We project that leverage will remain high and above 5x, but that the company will generate more than $20 million of free cash flow annually. The rating is largely dominated by the company's concentration in the highly competitive and fragmented institutional pharmacy industry, which we expect will face continued challenges such as reimbursement cuts, competition from local players, and a difficult operating environment for skilled nursing facilities. While we believe the company's strategy to expand into faster-growing markets such as oncology pharmacy and home infusion helps diversify payor mix, these two businesses currently contribute to only a modest proportion of revenue and EBITDA. "Our stable rating outlook reflects our expectation that PharMerica will achieve meaningful drug procurement synergies through a new purchasing agreement negotiated as part of this transaction. We expect the company to begin realizing some of these savings in 2018 and that it will fully realize all savings in 2019. Additionally, we expect that the company will effectively manage headwinds facing the institutional pharmacy business such that its revenues in this segment will grow at a low-single-digit rate. We expect adjusted debt leverage will remain well above 5x for the next few years under financial sponsor ownership, but that the company will generate in excess of $20 million of cash flow per year. "Given the reliance on the new purchasing agreement to generate meaningful cost savings and improved cash flow, a lower rating would most likely result from lower-than-expected impact on either margins or working capital. Even a modestly lower-than-expected EBITDA margin in 2018 could prompt consideration for a downgrade. We would also consider a lower rating if free operating cash flow stays below $20 million on a sustained basis. We recognize that working capital has historically been a persistently high drain on cash flow, particularly during the fourth quarter when the company opportunistically buys more inventories before drug price increases; however, we expect that outflow to moderate going forward. Less likely paths to a lower rating include a substantial loss of SNF customers given the difficult fundamentals in that industry, or an escalation in reimbursement pressure. "We could consider raising the rating if the company could grow and sustain free cash flow to more than $50 million per year. This scenario could be a result of full execution of drug purchasing synergies, stronger-than-expected organic growth in the institutional pharmacy segment, and much more efficient working capital management. However, we believe an upgrade is unlikely over the next 12 months." PILGRIM'S PRIDE: S&P Rates New Senior Unsecured Notes 'BB-' ----------------------------------------------------------- S&P Global Ratings assigned its 'BB-' rating to Pilgrim's Pride Corp.'s (PPC's) proposed senior unsecured notes. The recovery rating of '2' indicates S&P's expectation of meaningful recovery (70%-90%; rounded estimate 85%) in the event of payment default. The notes' final terms will be determined upon the pricing of the transaction. The ratings are subject to S&P's review of the final documentation. PPC is a vertically integrated protein processing company primarily engaged in the production of chicken-based products. The proceeds of the issuance will be used to partly fund PPC's acquisition of The Moy Park Group, a European protein processing company, from parent JBS S.A. The pending acquisition is valued at around $1 billion and represents a 7.1x multiple of trailing 12-month EBITDA, including expected synergies. S&P estimates PPC's pro forma adjusted debt to EBITDA will be around 2.1x at close of the transaction, when PPC will have approximately $2.6 billion of funded debt, which includes an assumption of $420 million of Moy Park debt. Moy Park is a U.K.-based integrated manufacturer of fresh and value-added poultry products and generates 75% of its revenue from the U.K. market, with the remainder coming from the broader European market. Although the acquisition will provide some geographic diversification, PPC will remain concentrated in the correlated U.S. and Mexican poultry markets, which will represent 65% and 13% respectively of pro forma revenues. The addition of Moy Park's product portfolio should add stability to PPC's profits, given its reduced susceptibility to volatile commodity prices, while slightly diluting margins. S&P said, "We consider PPC to be a highly strategic subsidiary of JBS. Despite PPC's stronger credit metrics, we don't believe our rating on PPC should be higher than that on JBS due to JBS' majority ownership of PPC and control of PPC's board. Furthermore, we expect that JBS could continue to take large dividend payments, as it has done in each of the past two years, particularly in light of JBS' current and potential contingent liabilities, tight liquidity from its derivative positions, and large amount of short-term debt." RATINGS LIST Pilgrim's Pride Corp. Corporate Credit Rating B+/Negative New Rating and Reovery Rating Assigned Pilgrim's Pride Corp. Senior unsecured notes BB- Recovery Rating 2(85%) PNEUMA INTERNATIONAL: Supplements Bid to Use Cash Collateral ------------------------------------------------------------ Pneuma International, Inc., filed a supplemental motion with the U.S. Bankruptcy Court for the Northern District of California, seeking authorization to use the proceeds of accounts receivable and available cash to continue operations. The supplement motion provides that most of the Debtor's customers pay by check at the time services is rendered. As such, in order to secure ongoing work from the larger customers, pay for ongoing operations, and therefore maximize revenue, the Debtor asserts that it must use existing cash collateral to fund projects pending receipt of the receivables. The Debtor proposes to provide monthly adequate protection payment to Bank of America in the amount of $3,000, as well as Judgment Creditors in the amount of $500. A full-text copy of the Debtor's Supplement Motion, dated August 29, 2017, is available at https://is.gd/ElgSad About Pneuma International Pneuma International, Inc., doing business as EGPAK, is a coated and laminated packaging paper manufacturer in Hayward, California. EGPAK filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 17-42149) on Aug. 25, 2017. The petition was signed by Mikahel Chang, principal. The case is assigned to Judge Roger L. Efremsky. The Debtor is represented by Nancy Weng, Esq. at Tsao-Wu & Yee, LLP. At the time of filing, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. POSTO 9 PROPERTIES: Hires Jennis Law as Counsel ----------------------------------------------- Posto 9 Properties, LLC, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ Jennis Law Firm, as counsel to the Debtor. Posto 9 Properties requires Jennis Law to: a. take all necessary action to protect and preserve the estate of the Debtor, including the prosecution of actions, the defense of any actions commenced against the Debtor, negotiations concerning any litigation in which the Debtor may be involved, and objections, when appropriate, to claims filed against the estate; b. prepare, on behalf of the Debtor, any applications, answers, orders, reports, and papers in connection with the administration of the estate; c. counsel the Debtor with regard to its rights and obligations as a debtor-in-possession; d. prepare and file schedules of assets and liabilities; e. prepare and file a chapter 11 plan of reorganization and corresponding disclosure statement; and f. perform all other necessary legal services in connection with the chapter 11 case. Jennis Law will be paid at these hourly rates: Attorneys $275-$450 Paralegals $120-$160 Jennis Law will also be reimbursed for reasonable out-of-pocket expenses incurred. David S.Jennis, a member of Jennis Law Firm, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Jennis Law can be reached at: David S.Jennis, Esq. JENNIS LAW FIRM 606 East Madison Street Tampa, FL 33602 Tel: (813) 229-2800 Fax: (813) 229-1707 E-mail: ecf@jennislaw.com About Posto 9 Properties, LLC Posto 9 Lakeland, LLC is a privately held company that operates a Brazilian restaurant at 215 East Main Street Lakeland, Florida 33801, Polk County. Posto 9 Properties listed its business as a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). It owns in fee simple interest a real property located at 215 East Main Street, Lakeland, valued at $2.39 million. Posto 9 Lakeland and its affiliates filed separate Chapter 11 petitions (Bankr. M.D. Fla. Lead Case No. 17-07887) on September 6, 2017. The Hon. Michael G. Williamson presides over the cases. David S Jennis, Esq., at Jennis Law Firm, serves as bankruptcy counsel to the Debtors. In its petition, Posto 9 Lakeland, LLC, estimated $1,210,000 in assets and $4,850,000 in liabilities. Posto 9 Properties, LLC, estimated $2,410,000 in assets and $3,800,000 in liabilities. The petitions were signed by Marco Franca, manager. PRECIPIO INC: Intends to Focus on Executing Vision -------------------------------------------------- Precipio, Inc., released the following letter to its shareholders dated Sept. 6, 2017: Dear Valued Shareholders, As we enter the second half of 2017, I am delighted to report that we reached the end of a long process that began almost a year ago, culminating in the recent merger of Precipio with Transgenomic and our relisting on NASDAQ. I was very proud to stand with my team and my shareholders and represent them in ringing the NASDAQ opening bell. With our new listing and recent financings, we believe we are in a strong position to grow our business. We intend to focus on executing our vision to eradicate the misdiagnosis of serious diseases such as cancer, through our unique platform and laboratory focused on delivering specialized diagnostic services to physicians and their patients. We believe physicians and their patients can greatly benefit from access to the expertise and technologies within academic institutions our platform provides. Recent Developments Consolidated Laboratory Operations Since the merger was announced, our challenge of combining both businesses was formidable. One of the largest operating expenses for Transgenomic was the operations of the laboratory in Omaha, Nebraska. Transgenomic leased a 30,000 sq. foot facility which housed both its CLIA laboratory testing facility, as well as an R&D facility. We took the pending merger as an opportunity to negotiate a settlement with the landlord that would allow the company to move to a smaller facility more suitable for its needs, and at a far lower cost. Precipio operates its own CLIA facility in New Haven, CT, and upon the merger, had planned to consolidate its two CLIA operations into one facility. The transition of the Transgenomic CLIA laboratory to New Haven is a significant operational undertaking which involved major steps including shutting down the lab operations, relocating all equipment to the New Haven facility, setting up the laboratory, the integration with the existing laboratory operations, equipment re-validation etc. and finally resuming operations. We began this process in June and expect to complete it in September. We anticipate the backlog that accumulated during the transition will be completed by end of year; we will be resuming existing projects, and have also received new projects from a number of our customers. Reducing Accounts Payable As part of the consolidation of our two entities, over the past few months we have successfully negotiated reduced balances on a significant part of the accounts payable. The payments will be made from proceeds from our recently completed offering, with the majority of amounts being paid down over the next 12-18 months. The settlement agreements signed with the vendors generally stipulate that once the settlement payments have been made in full, the settlement is completed. At that time, the company will be eligible to write down the remaining balance of the paid account to zero. Therefore, while the full amount will not be written off and reflected in our financials for another year, the actual outlay required to satisfy the accounts payable balance is significantly lower. The challenge of combining these businesses is formidable, but we believe this process was necessary for creating long-term value for our shareholders. Once completed, our operations will be centralized and streamlined with better resources to enable us to execute our vision. In fact, we will be a leaner and more competitive company. As we previously announced, we have already reduced our combined burn rate by more than $5M on an annualized basis. Therefore, it is with great pride and a strong sense of purpose and responsibility, that we proceed in our efforts to grow the business. We'd like to thank you for your continued encouragement and support as we work to carry Precipio forward through the next phases of our development and growth. Sincerely, Ilan Danieli Chief Executive Officer Precipio, Inc. Business Update Conference Call Management will host a business update conference call to discuss recent corporate developments and strategic initiatives on Tuesday Sept. 12, 2017, at 4:30pm Eastern Time. Following management's formal remarks, there will be a question and answer session. To listen to the conference call, interested parties within the U.S. should call 1-877-317-6789. International callers should call 1-412-317-6789. All callers should ask for the Precipio Corporate Update conference call. About Precipio Precipio, Inc., formerly known as Transgenomic, Inc. -- http://www.precipiodx.com/-- 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. Transgenomic reported a net loss available to common stockholders of $8 million on $1.55 million of net sales for the year ended Dec. 31, 2016, compared with a net loss available to common stockholders of $34.27 million on $1.92 million of net sales for the year ended Dec. 31, 2015. As of June 30, 2017, Precipio had $37.01 million in total assets, $17.24 million in total liabilities and $19.76 million in total stockholders' equity. Marcum LLP, in Hartford, CT, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, stating that the Company has incurred operating losses and used cash for operating activities for the past several years. This raises substantial doubt about the Company's ability to continue as a going concern. PREMIER MARINE: Hires Shumaker & Sieffert as Special Counsel ------------------------------------------------------------ Premier Marine, Inc., seeks authority from the U.S. Bankruptcy Court for the District of Minnesota to employ Shumaker & Sieffert, P.A., as special counsel to the Debtor. Premier Marine requires Shumaker & Sieffert to: a. prepare, file, and prosecute patent applications with the U.S. Patent and Trademark Office, and with foreign patent offices; b. provide prior art searching to assess the potential patentability of identified techonologies; c. provide patent infringement and validity counseling; and d. provide counsel related to IP protection strategies. Shumaker & Sieffert will be paid at the hourly rate of $200 to $450. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Brian R. Dawley, partner of Shumaker & Sieffert, P.A., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Shumaker & Sieffert can be reached at: Brian R. Dawley, Esq. SHUMAKER & SIEFFERT, P.A. 1625 Radio Drive, Suite 300 Woodbury, MN 55125 Tel: (651) 735-1100 Fax: (651) 735-1102 About Premier Marine, Inc. Premier Marine, Inc., filed a Chapter 11 petition (Bankr. D. Minn. Case No. 17-32006) on June 19, 2017. Premier Marine is a family owned business formed in 1992 by Robert Menne and Eugene Hallberg. The Menne family controls 72.8% of the company equity. Hallberg controls the remaining 27.2% and is Premier's landlord. For 25 years, Premier Marine has manufactured "Premier" brand pontoon boats -- http://www.pontoons.com/-- in Wyoming, Minnesota. Premier Marine designs, builds and markets luxury pontoons and holds many patents on manufacturing elements such as furniture hinges, J-Clip rail fasteners and the PTX performance package. The family-owned and operated Company sells its pontoons through boat dealers located throughout the United States and Canada. The need for reorganization in chapter 11 was precipitated by a failed acquisition of another pontoon manufacturer in 2011. The Chapter 11 was filed in response to an eviction action commenced by Hallberg for the nonpayment of rent. The Chapter 11 is necessary to attract a new equity partner, reject the Hallberg leases, consolidate manufacturing under a single roof and reorganize the business for the mutual benefit of the Debtor creditors, employees and dealer network. The bankruptcy petition was signed by Lori J. Melbostad, the Debtor's president. The Debtor estimated assets and liabilities between $10 million and $50 million. The case is assigned to Judge Katherine A. Constantine. The Debtor's counsel are Michael F. McGrath, Esq., and Will R. Tansey, Esq., at Ravich Meyer Kirkman McGrath Nauman & Tansey, A Professional Association. Guidesource's Richard Gallagher is the Debtor's financial consultant. On June 27, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Fafinski, Mark & Johnson, P.A. represents the committee as bankruptcy counsel. PRO-TECH AUTO: Hires Deitz Shields & Freeburger as Attorneys ------------------------------------------------------------ Pro-Tech Auto & Marine, Inc., seeks authorization from the U.S. Bankruptcy Court for the Western District of Kentucky to employ Deitz Shields & Freeburger, LLP as its bankruptcy counsel. The Debtor requires Deitz Shields to: a. give legal advice with respect to the general powers and duties of the debtor-in- possession in the continued operation of its business and management of its property; b. advice as to the exercise of a trustee's powers of avoidance under 11 U.S.C. Sections 544 through 551; c. prepare on behalf of the debtor-in-possession of all necessary applications, answers, orders, reports and other legal papers; d. prosecute or defend all litigation involving the debtor-in-possession arising in or related to this case; and e. perform all other legal services for the debtor-in-possession which may appear necessary and appropriate, including representing the debtor-in-possession in an anticipated sale of a substantial part of its assets under 11 U.S.C. 363. Deitz Shields lawyers and paralegals who will work on the Debtor's case and their hourly rates are: Sandra D. Freeburger $330 Kevin Shields $200 Paralegals $85 The Debtor agreed to pay a $20,000 retainer including the bankruptcy filing fee to the firm. Prior to the filing of this case, counsel accessed $2,527 to cover filing fee and pre-petition work. The $17,473 balance has been placed in the firm's escrow account. Sandra D. Freeburger, Esq., a partner at Deitz Shields & Freeburger, 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. Deitz Shields may be reached at: Sandra D. Freeburger, Esq. Deitz Shields & Freeburger, LLP PO Box 21 Henderson, KY 42419-0021 Tel: (270) 830-0830 Fax: (270) 830-9115 Email: sfreeburger@dsf-atty.com About Pro-Tech Auto & Marine, Inc. Pro-Tech Auto & Marine, Inc. filed a Chapter 11 bankruptcy petition (Bankr. W.D. Ky. Case No. 17-32628) on August 16, 2017. Sandra D. Freeburger, Esq., at Deitz Shields & Freeburger, LLP serves as bankruptcy counsel. The Debtor's assets and liabilities are both below $1 million. PUMAS CAB: Hires Wisdom Professional as Accountant -------------------------------------------------- Pumas Cab Corp., seeks authority from the U.S. Bankruptcy Court for the Eastern District of New York to employ Wisdom Professional Services Inc., as accountant to the Debtor. Pumas Cab requires Wisdom Professional to: a. gather and verify all pertinent information required to compile and prepare monthly operating reports; and b. prepare monthly operating reports for the Debtor in the bankruptcy case. Wisdom Professional will be paid at the hourly rate of $300. The firm received an initial retainer of $1,000 prior the filing of the bankruptcy case. It will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael Shtarkman, a member of Wisdom Professional Services 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. Wisdom Professional can be reached at: Michael Shtarkman WISDOM PROFESSIONAL SERVICES INC. 2546 E 17th St Brooklyn, NY 11235 Tel: (718) 554-6672 About Pumas Cab Corp. Pumas Cab Corp., based in Astoria, New York, filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 17-44151) on August 10, 2017. Pumas Cab is a small business Debtor as defined in 11 U.S.C. Section 101(51D) under the taxi and limousine service industry. It is an affiliate of Quizphi Cab Corp., which sought bankruptcy protection (Bankr. E.D.N.Y. Case No. 17-44085) on Aug. 7, 2017. The Hon. Carla E. Craig presides over the Pumas Cab case. Alla Kachan, Esq., at the Law Offices of Alla Kachan, serves as Pumas Cab's bankruptcy counsel. In its petition, the Debtor estimated $12,415 in assets and $2.64 million in liabilities. The petition was signed by Nelly Lucero, secretary. QUEST SOLUTION: Inks Consulting Agreement With Former CEO's Firm ---------------------------------------------------------------- Quest Solution, Inc., on Sept. 8, 2017, entered into a consulting agreement with YES IF, an entity controlled by Jason Griffith, the Company's former chief executive officer and a principal stockholder. The Consultant will provide the Company and its controlled entities with certain business development, managerial, measures to improve efficiency and cost savings and financial services in accordance with the terms and conditions of the Consulting Agreement. In exchange for its consulting services, the Consultant will receive a monthly fee of $10,000 for the months of September through December 2017, $15,000 per month for the months of January through June 2018 and $20,000 per month for the months of July 2018 through August 2019. As the former CEO of the Company, the Company believes that the Consultant will be extremely beneficial to the Company in connection with its recently announced business restructuring efforts. On Sept. 8, 2017, the Company entered into a voting agreement with Jason Griffith pursuant to which Mr. Griffith agreed to vote any shares beneficially owned by him in accordance with the instructions of Shai Lustgarten, the Company's chief executive officer. The voting proxy does not include any matters involving the creation of a new or cancellation of an existing class of stock, a reverse split (except in connection with an uplisting of the Company's common stock on a National Exchange), dividend of stock or any change of control to the Company. About Quest Solution Quest Solution, formerly known as Amerigo Energy, Inc., is a national mobility systems integrator with a focus on design, delivery, deployment and support of fully integrated mobile solutions. The Company takes a consultative approach by offering end to end solutions that include hardware, software, communications and full lifecycle management services. The highly tenured team of professionals simplifies the integration process and delivers proven problem solving solutions backed by numerous customer references. Motorola, Intermec, Honeywell, Panasonic, AirWatch, Wavelink, SOTI and Zebra are major suppliers which Quest Solution uses in its systems. Quest Solution incurred a net loss attributable to stockholders of $14.21 million for the year ended Dec. 31, 2016, following a net loss of $1.71 million for the year ended Dec. 31, 2015. As of June 30, 2017, Quest Solution had $27.47 million in total assets, $43 million in total liabilities and a total stockholders' deficit of $15.53 million. RBSM, LLP, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016. The auditors said the Company has a working capital deficiency and significant subordinated debt resulting from acquisitions. These factors raise substantial doubt about the Company's ability to continue as a going concern. QUINTILES IMS: Moody's Rates Proposed $500MM Sr. Euro Notes Ba3 --------------------------------------------------------------- Moody's Investors Service assigned Ba3 ratings to the proposed $500 million senior unsecured Euro notes offering due 2025 of Quintiles IMS Incorporated. There are no changes to QuintilesIMS's existing ratings, including the Ba2 Corporate Family Rating. QuintilesIMS will use the proceeds, along with its recently issued $750 million incremental term loan, to redeem its 4.125% notes, pay down its revolver, and for general corporate purposes. The outlook is negative. Ratings assigned to Quintiles IMS Incorporated: Senior unsecured Euro notes of (equivalent) $500 million due 2025 at Ba3 (LGD5) RATINGS RATIONALE QuintilesIMS's Ba2 Corporate Family Rating reflects the company's considerable size, scale, and strong market positions as both a pharmaceutical contract research organization (CRO) and pharmaceutical data and analytics provider. The ratings are also supported by the company's good operating cash flow and very good liquidity. The ratings are constrained by Moody's view that debt/EBITDA will not fall below 4.5 times before the end of 2018. Despite growing earnings and favorable underlying market dynamics, Moody's does not anticipate material debt repayment and believes that most cash flow will continue to be prioritized for share repurchases and acquisitions. The potential for integration disruption remains a risk given the transformational nature of the merger of legacy Quintiles and IMS Health, which closed in October 2016. The negative outlook reflects Moody's concern regarding QuintilesIMS' higher leverage due to aggressive share repurchases. The elevated leverage means there is minimal cushion in the rating to withstand much additional debt-funded share repurchases or business shortfalls. Moody's could downgrade QuintilesIMS' ratings if it believes debt to EBITDA will be sustained above 4.5 times. Significant debt-funded acquisitions or share repurchases could also result in a downgrade. Moody's could upgrade the ratings if the rating agency expects the company to maintain debt to EBITDA below 3.5 times, while demonstrating consistent revenue growth and favorable profit margins. QuintilesIMS is a leading global provider of outsourced contract research and contract sales services to pharmaceutical, biotechnology and medical device companies. The company is also a leading provider of sales and other market intelligence primarily to the pharmaceutical and biotech industries. Reported net service revenues for the twelve months ended June 30, 2017 were $7.8 billion. The principal methodology used in this rating was that for the Business and Consumer Service Industry published in October 2016. QUINTILES IMS: S&P Rates New EUR420MM Senior Unsecured Notes 'BB+' ------------------------------------------------------------------ S&P Global Ratings assigned its 'BB+' issue-level rating to Quintiles IMS Holdings Inc.'s proposed EUR420 million senior unsecured notes due 2025, to be issued by operating subsidiary Quintiles IMS Inc. The company plans to use the proceeds to redeem its existing 4.125% euro-denominated senior unsecured notes and for general corporate purposes. S&P said, "Our corporate credit rating on Quintiles IMS Holdings Inc. remains 'BBB-' with a stable outlook. The rating reflects our expectation for long-term adjusted debt leverage of about 4x and interest coverage ratios consistent with the investment-grade rating. Our ratings on Quintiles IMS continue to reflect our view that the company has two leadership positions in the contract research organization (CRO) and health care information and technology industries. We believe the company has strong revenue visibility due to its strong CRO backlog and high recurring revenue stream from the health care information and technology business. These positive factors are somewhat offset by the company's relatively low negotiation power with its large pharmaceutical customers and its exposure to trial cancellations and overall trends in the pharmaceutical industry. "The senior unsecured rating is currently notched one level lower than the corporate credit rating because we expect that the senior secured facilities and other priority claims will exceed 20% of the company's adjusted assets. "We view the credit risk of debt-issuing operating subsidiary Quintiles IMS Inc. and parent company Quintiles IMS Holdings Inc. as the same because Quintiles IMS Inc. represents 100% of the operating results of Quintiles IMS Holdings Inc. and Quintiles IMS Holdings Inc. guarantees the debt. "We do not assess the recovery of Quintiles IMS' debt because the corporate credit rating is 'BBB-' with a stable outlook, an investment-grade rating. We do not assess recovery for investment-grade corporate issuers." RATINGS LIST Quintiles IMS Holdings Inc. Corporate Credit Rating BBB-/Stable/-- Quintiles IMS Inc. $500 Mil. Equivalent Euro-Denominated Senior Unsecured Notes Due 2025 BB+ QUIZHPI CAB: Hires Wisdom Professional as Accountant ---------------------------------------------------- Quizhpi Cab Corp., seeks authority from the U.S. Bankruptcy Court for the Eastern District of New York to employ Wisdom Professional Services Inc., as accountant to the Debtor. Quizhpi Cab requires Wisdom Professional to: a. gather and verify all pertinent information required to compile and prepare monthly operating reports; and b. prepare monthly operating reports for the Debtor in the bankruptcy case. Wisdom Professional will be paid at the hourly rate of $300. The firm received an initial retainer of $1,000 prior the filing of the bankruptcy case. It will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael Shtarkman, a member of Wisdom Professional Services 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. Wisdom Professional can be reached at: Michael Shtarkman WISDOM PROFESSIONAL SERVICES INC. 2546 E 17th St Brooklyn, NY 11235 Tel: (718) 554-6672 About Quizhpi Cab Corp. Founded in 2009, Quizhpi Cab Corp., based in Astoria, New York, provides taxi and limousine services. Quizhpi filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 17-44085) on August 7, 2017. It is a small business Debtor as defined in 11 U.S.C. Section 101(51D). The Hon. Carla E. Craig presides over the case. Alla Kachan, Esq., at the Law Offices of Alla Kachan, Esq., serves as bankruptcy counsel to the Debtor. In its petition, the Debtor estimated $10,010 in assets and $1.23 million in liabilities. The petition was signed by Nelly Lucero, president. RACKSPACE HOSTING: Moody's Puts B1 CFR on Review for Downgrade -------------------------------------------------------------- Moody's Investors Service has placed Rackspace Hosting, Inc. ratings under review for downgrade, including the company's B1 corporate family rating (CFR), B1-PD probability of default rating (PDR), Ba2 senior secured rating and B3 senior unsecured rating. The review was prompted by Rackspace's announcement to purchase DataPipe, Inc., which will increase execution risk. Moody's expects Rackspace's acquisition of DataPipe will result in higher leverage and pressure free cash flow. Moody's expects Rackspace's leverage will remain above the 4.5x leverage limit which was assigned following Apollo's purchase of Rackspace in November of 2016 for an extended timeframe. Moody's has also withdrawn the company's SGL-1 speculative grade liquidity rating. On Review for Downgrade: Issuer: Inception Merger Sub, Inc. -- Senior Secured Bank Credit Facility, Placed on Review for Downgrade, currently Ba2 (LGD 2) -- Senior Unsecured Regular Bond/Debenture, Placed on Review for Downgrade, currently B3 (LGD 5) Issuer: Rackspace Hosting, Inc. -- Probability of Default Rating, Placed on Review for Downgrade, currently B1-PD -- Corporate Family Rating, Placed on Review for Downgrade, currently B1 -- Senior Secured Bank Credit Facility, Placed on Review for Downgrade, currently Ba2 (LGD 2) Withdrawals: Issuer: Inception Merger Sub, Inc. -- Senior Secured Bank Credit Facility, Withdrawn , previously rated Ba2 (LGD 2) Issuer: Rackspace Hosting, Inc. -- Speculative Grade Liquidity Rating, Withdrawn , previously rated SGL-1 Outlook Actions: Issuer: Rackspace Hosting, Inc. -- Outlook, Changed To Rating Under Review From Stable RATINGS RATIONALE Rackspace's B1 CFR was prospective following the leveraged buy-out and assumed that Rackspace would grow revenues and EBITDA resulting in organic delevering. Since the deal closed, organic growth has stagnated due to continued competitive pressure. This, coupled with incremental debt as a result of the DataPipe transaction, have caused Moody's to believe Rackspace will exceed the established leverage limit for an extended timeframe. Further, this acquisition highlights a more aggressive financial policy at Rackspace under its new financial sponsor. This is the second debt funded acquisition in less than a year and comes on the heels of the company's acquisition of TriCore Solutions, LLC. Previously, Rackspace had organically built a highly profitable business. Now, with the prospects of organic growth diminishing, Moody's believes the company will be more inclined to grow via acquisition, increasing operational and credit risk. Moody's review will focus on the post-close combined company's leverage and cash flows, as well as its growth potential. Rackspace's rating could be downgraded if leverage is sustained above 4.5x (Moody's adjusted) or if cash flow deteriorates such that FCF/Debt is less than 5%. In addition, the rating could be downgraded if the company issues debt to return cash to shareholders or if there is deterioration of Rackspace's market position irrespective of its credit metrics. Moody's could upgrade Rackspace's B1 rating if leverage is sustained below 3.5x Debt / EBITDA (Moody's adjusted) and if free cash flow is at least 10% of Moody's adjusted debt. The principal methodology used in these ratings was Global Communications Infrastructure Rating Methodology published in June 2011. Based in San Antonio, TX., Rackspace is a multinational leader in managed cloud services. The company has a global network and offers broad IT solutions to its clients. The company was purchased by Apollo Global Management in November of 2016. Datapipe, Inc., Headquartered in Jersey City, NJ, is a provider of managed hosting and cloud services. The company currently operates 29 data centers in the US and internationally. RACKSPACE HOSTING: S&P Places 'BB' CCR on CreditWatch Negative -------------------------------------------------------------- S&P Global Ratings placed its ratings on San Antonio, Texas-based Rackspace Hosting Inc., including its 'BB-' corporate credit rating, on CreditWatch with negative implications. The CreditWatch placement follows Rackspace's announcement that it has entered into a definitive agreement to acquire Datapipe, a provider of managed cloud and colocation services. S&P said, "While financing terms have not been disclosed, we believe the company will pursue additional debt financing that could push leverage above our current 5x downgrade threshold. We previously expected leverage around 5x in 2017 to decline to around 4x in 2018. However, we are uncertain as to the nature, magnitude, and timing of potential cost synergies associated with the acquisition and the company is still in the process of executing on meaningful cost synergies identified in 2016 as part of the leveraged buyout. Further, the acquisition will be the largest in the company's history, which could present an element of execution risk. Still, we believe the acquisition could provide Rackspace with cross-selling opportunities by expanding its geographic reach and exposure to customers in the public sector. "We intend to resolve the CreditWatch placement when additional details become available about the company's financing plans, potential synergies, and financial policy. We believe a downgrade, if any, would likely be limited to one notch. Given the regulatory process, the deal is expected to close in the fourth quarter of 2017." RADIAN GROUP: S&P Hikes Long-Term CCR to 'BB+', Outlook Stable -------------------------------------------------------------- S&P Global Ratings said it raised its long-term counterparty credit rating on Radian Group Inc. to 'BB+' from 'BB' and our financial strength ratings on its core operating subsidiaries (collectively Radian) to 'BBB+' from 'BBB'. The outlook is stable. S&P said, "The upgrade reflects the strengthening of Radian's capital adequacy to moderately strong, as measured by our risk-based capital model. This improvement is the result of the company's growth in strong-credit-quality, new premium writings that generate low notices of delinquency, and favorable seasoning of legacy vintage mortgages. The company's capital-adequacy metric benefits from the quota-share reinsurance agreement entered into in 2016 on its single-premium risk exposure, which somewhat mitigates our concerns related to the extension risk with that product. We expect strong earnings and progressive seasoning of legacy vintages to maintain capitalization at the moderately strong stress level, notwithstanding expectations of increasing risk exposure, in part due to an anticipated increase in persistency and higher business volumes. We also expect the services business to require less capital support and have less of a negative effect on capital as a result of management's recent decision to restructure this business. "Further supporting our ratings are the company's adequate competitive position as one of the leading mortgage insurers in the U.S., relatively diverse base of customers, improved operating performance, and national footprint--partially offset by the monoline nature of the business. Sound underwriting is producing strong credit quality and performance in more-recent vintages, which along with declining losses from the legacy business, is driving significant improvement in operating performance. We expect earnings to remain robust despite a slight margin compression in the new business due to pricing competition. "We have revised our assessment of Radian's liquidity score to exceptional from strong. The change in the metric is due to lower expectation of claims as a result of the general improvement of the quality of risk insured. "The stable outlook reflects our expectation of a supportive macroeconomic environment, sustainable moderately strong capitalization, and adequate competitive position. Our expectations are based on ongoing compliance with Private Mortgage Insurer Eligibility Requirements, all of which should enable Radian to write new business and achieve operating metrics in line with our expectations. "We may lower our ratings if Radian's operating performance deteriorates to a level below peers', if its capital position falls below upper-adequate, or financial leverage/coverage ratios deteriorate significantly. This could result from an earnings disruption that slows or impairs capital build-up -- including deterioration in the economy -- or from increased capital requirements from higher-than-expected volumes of new business with an expanded risk profile. Further downside risk emanates from the potential for contingent liabilities (including from an unresolved tax dispute) that stretch Radian's resources materially. "We could raise the ratings during the next two years if the company exhibits a sustainable material competitive advantage over peers and its capitalization improves to strong." RANCHO ARROYO: Econn Trust Buying Santa Barbara Property for $7M ---------------------------------------------------------------- Ranch Arroyo Grande, LLC, asks the U.S. Bankruptcy Court for the Central District of California to authorize the sale of real property located at 1530 Roble Drive, Santa Barbara, California, to Gregory W. Econn Trust for $7,000,000, subject to overbid. A hearing on the Motion is set for Sept. 13, 2017 at 10:00 a.m. The Roble Property consists of an 11,293 sq. ft. main house with 9 bedrooms and 6.5 baths, a 2 bedroom guest house, pool, tennis court and other improvements, including approximately seven acres of landscaped gardens. The Debtor's principals, Christopher and Ann Conway previously resided at the Roble Property, however, vacated it in June 2017 and it remains vacant. Since the inception of the case, the Roble Property has been listed for sale and is currently the sole remaining asset of the estate remaining to be sold. The Roble Property is subject to these liens and encumbrances: a. The Real property taxes assessed against the Ranch Property by the County of Santa Barbara for 2015-2016 totaling $98,440 as of Aug. 31, 2017. b. A first deed of trust recorded July 28, 2003, as Instrument No. 2003-0100359 in favor of Wells Fargo Home Mortgage securing a Note in the original amount of $3,000,000. On Feb. 29, 2016, Wells Fargo filed a proof of claim on its secured claim in the amount of $2,363,669. The Debtor estimates that Wells Fargo is currently owed approximately $2,500,000 on the WF Note. c. A second deed of trust recorded Dec. 5, 2014, as Instrument No. 2014-0055724 in favor of USI Servicing, Inc., securing a Note in the original amount of $2,000,000 pursuant to a proof of claim filed March 29, 2016. The Debtor estimates that USI is currently owed approximately $3,000,000 under the USI Note. Pursuant to the terms of a Stipulation between the Debtor, USI and Well Fargo, approved by the Court on Dec. 13, 2016, USI was entitled to record a Notice of Default on the Roble Property after May 31, 2017 and foreclose after July 31, 2017. On June 2, 2017, USI recorded a Notice of Default against the Roble Property. It is anticipated that USI will be able to set a sale in early October of 2017. In addition, pursuant to the terms of the Stipulation, Wells Fargo now holds an unsecured deficiency claim in this case in the amount of $2,123,297. The balance of the unsecured claims total approximately $12,000. The Debtor has received and accepted, subject to approval of the Court, an offer to purchase the Roble Property from the Buyer for $7,000,000, consisting of a $1,000,000 deposit of which $500,000 is non-refundable, with the balance payable in cash at close of escrow. Escrow will close no later than 20 days from entry of the order approving the sale. There are no contingencies to the sale other than approval of the sale by the Court. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Rancho_Arroyo_265_Sales.pdf On July 18, 2016, the Court entered an order authorizing the Debtor to employ Linda Lorenzen and Coldwell Banker ("Lorenzen") to list the Roble Property for sale. Pursuant to the Listing Agreement, Lorenzen is entitled to a 5% commission from the sale of the Roble Property, which will be split with the Buyer's real estate agent. The proposed sale in the case is sufficient to pay all secured claims in full and will result in net proceeds of approximately $1 million available to make a pro rata distribution to the unsecured creditors in the estate. Any party wishing to overbid will deposit a Cashier's Check in the amount of $1,000,000 with the Debtor's counsel payable to the Debtor at least 24 hours prior to the hearing on the Motion with proof of funds necessary to consummate the sale. The sale will be on the same terms as the proposed sale to the Buyer. The First Minimum overbid (subject to court approval) will be $7,050,000,000, with subsequent overbid intervals as fixed by the Court. The successful overbidders will open escrow within one business day following the hearing. The overbidder's $500,000 portion of the deposit will be forfeited if overbidder fails to open escrow, or close purchase in timely manner, through no fault of seller. The Debtor proposes to pay directly from escrow (i) all commissions and closing costs; (ii) the real property taxes assessed against the Roble Property by the County of Santa Barbara; (iii) the secured claim of Wells Fargo Home Mortgage secured by a first deed of trust recorded July 28, 2003, as Instrument No. 2003-0100359; and (iv) the secured claim of USI secured by a second deed of trust recorded Dec. 5, 2014, as Instrument No. 2014-0055724. The Debtor asks the Court to waive of the 10-day period provided for in Federal Rule of Bankruptcy Procedure 6004(g). About Rancho Arroyo Grande Rancho Arroyo Grande, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 15-12171) on Oct. 30, 2015. The petition was signed by Christopher J. Conway, managing member. The case is assigned to Judge Peter Carroll. At the time of the filing, the Debtor disclosed $18.3 million in assets and $14.6 million in liabilities. The Debtor is represented by Karen L. Grant, Esq., at The Law Offices of Karen L. Grant. RASOUL AGHADAVOUDI: U.S. Trustee Forms 2-Member Committee --------------------------------------------------------- Judge Henry Callaway of the U.S. Bankruptcy Court for the Southern District of Alabama on Sept. 6 issued an order appointing two creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Rasoul Aghadavoudi. The committee members are: (1) Kathy Smith Millan-Bustillo 103 Park Avenue N Mobile, AL 36608-4510 Tel: (251) 234-8929 (2) Robin Steele 2146 Seacliff Drive South Daphne, AL 36526 Tel: (251) 367-2543 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 Rasoul Aghadavoudi Rasoul Aghadavoudi sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ala. Case No. 17-02923) on August 4, 2017. The Debtor is represented by Irvin Grodsky, Esq. RICHARD SOLBERG: Toth Estate Buying Roseau Farm Estate for $375K ---------------------------------------------------------------- Richard Solberg, doing business as Solberg Farms, asks the U.S. Bankruptcy Court for the District of Minnesota to authorize the sale of 264 acres of farm real estate in Roseau County, Minnesota to the Nancy Toth Estate for $375,345. A hearing on the Motion is set for Sept. 26, 2017 at 10:30 a.m. Objection deadline is Sept. 24, 2017. The Debtor has approximately $3,982,500 worth of farmland that he owns at this time. That would include the land to be sold to the Toth Estate. AXA Equitable has a first mortgage position is approximately $2,000,000, and, therefore, there is an additional $1,982,500 left to be applied to the second mortgage held by Bremer Bank. The Debtor is farming close to 7000 acres in northwestern Minnesota. The vast majority of the land is planted in soybeans with several hundred acres of barley and canola. According to the Debtors' schedules, he values his 2017 crop at approximately $2,335,000. The Debtor and his counsel had been contact with counsel for AXA Equitable and Bremer Bank and it is their understanding that neither one of these creditors is opposed to the sale. The Court to see from reviewing this real estate tax statement that the tax assessed value on the property is $213,400 and the sale price is almost $150,000 higher than the tax assessed value. The Toth Estate is paying $1350 per acre for this real estate. Clearly, this is a premium price that is being paid by the Toth estate to the Debtor and he does not want to lose this opportunity. Not only is the Debtor receiving a premium price for the farmland to be sold to the Toth Estate, he also has an agreement worked out with the Toth Estate whereby he will have the right to rent the land back for 10 years after the sale is completed. In this way, the Debtor's receiving the best of both worlds. A copy of the Purchase Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Richard_Solberg_28_Sales.pdf AXA Equitable is going to be paid down on its mortgage note and one could argue that AXA is benefiting because it's debt is being reduced. However, it is the belief of the Debtor that he and all the creditors of his estate will all be benefited because his underlying debt is going to be reduced and this will improve his cash flow. The Debtor and his counsel acknowledged that the sale is being made before him has supplied the creditors in this case with a disclosure statement. However, it is their belief that this case is essentially an oversize chapter 12 proceeding. The only reason that the case is in Chapter 11 is because of the debt limitations for a Chapter 12. The small number of secured creditors in this case know and understand his farm business and, therefore, there are no surprises when it comes to the overall assets and underlying debt that the Debtor is dealing with in the case. The Creditors: AXA EQUITABLE 902 8th Ave. SE Barnesville, MN 56514 BREMER BANK 202 West Johnson Ave. Warren, MN 56762 Counsel for the Debtor: Kevin T. Duffy DUFFY LAW OFFICE P.O. Box 715 Thief River Falls, MN 56701 Telephone: (218) 681-8524 E-mail: duffylaw@mncable.net About Richard Allen Solberg Richard Allen Solberg is a small grain farmer who essentially farms in Roseau County as well as some land in Lake of the Woods County. He Debtor operates his farm known as Solberg Farms as a sole proprietor. The Debtor is farming close to 7000 acres in northwestern Minnesota. The vast majority of the land is planted in soybeans with several hundred acres of barley and canola. Richard Allen Solberg sought Chapter 11 protection (Bankr. D. Minn. Case No. 17-60495) on Aug. 11, 2017. The Debtor tapped Kevin T. Duffy, Esq., at Duffy Law Office, as counsel. ROCKLINE VAC SYSTEMS: Hires Van Horn Law as Counsel --------------------------------------------------- Rockline VAC Systems, Inc., seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to employ Van Horn Law Group, Inc., as counsel to the Debtor. Rockline VAC Systems requires Van Horn Law to: a. give advice to the Debtor with respect to its powers and duties as a debtor in possession and the continued management of its business operations; b. advise the Debtor with respect to its responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of court; c. prepare motions, pleadings, orders, applications, adversary proceedings, and other legal documents necessary in the administration of the case; d. protect the interest of the Debtor in all matters pending before the court; and e. represent the Debtor in negotiation with its creditors in the preparation of a plan. Van Horn Law will be paid at these hourly rates: Attorneys $400 Associates $300-$350 Law Clerks/Paralegals $175 Van Horn Law will be paid a retainer in the amount of $5,000. It will also be reimbursed for reasonable out-of-pocket expenses incurred. Chad T. Van Horn, a partner of Van Horn Law 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. Van Horn Law can be reached at: Chad T. Van Horn, Esq. VAN HORN LAW GROUP, INC. 330 N. Andrews Ave., Suite Fort Lauderdale, FL 33301 Tel: (954) 765-3166 E-mail: Chad@cvhlawgroup.com About Rockline VAC Systems, Inc. Rockline VAC Systems, Inc., filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 17-21340) on September 6, 2017. The Debtor is represented by Chad T. Van Horn, Esq., at Van Horn Law Group, Inc. RUE21 INC: Hires Ernst & Young as Accounting Advisor ---------------------------------------------------- rue21, Inc., and its debtor-affiliates filed an amended application with the U.S. Bankruptcy Court for the Western District of Pennsylvania seeking approval to hire Ernst & Young LLP, as fresh start accounting advisor to the Debtor. rue21, Inc. requires Ernst & Young to provide these audit advisory services: -- advise the Debtor on fresh start accounting; and -- perform inventory observations to support fresh start accounting. Ernst & Young will be paid at these hourly rates: Partner/Principal/Executive Director $613—$712 Senior Manager $526—$597 Manager $483—$523 Senior Staff $341—$424 Staff $205—$272 Ernst & Young will also be reimbursed for reasonable out-of-pocket expenses incurred. Carl Grande, a partner of Ernst & Young LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Ernst & Young can be reached at: Carl Grande, ERNST & YOUNG LLP 2100 One PPG Place Pittsburgh, PA 15222 Tel: (412) 644-7800 Fax: (412) 644-0477 About rue21, Inc. 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). rue21 estimated $1 billion to $10 billion in assets and liabilities. 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. 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. SABLE PERMIAN: S&P Raises CCR to 'CCC+' on Improved Credit Metrics ------------------------------------------------------------------ S&P Global Ratings raised its corporate credit rating on Houston-based E&P company Sable Permian Resources LLC to 'CCC+' from 'CCC'. The outlook is negative. S&P said, "At the same time, we raised the issue-level rating on the company's first-lien secured notes to 'B' from 'D'. The recovery rating remains '1', indicating our expectation for very high (90%-100%; rounded estimate: 95%) recovery in the event of default. "We also raised the issue-level rating on the company's second-lien secured debt, unsecured debt, and junior subordinated notes, which are held at the parent company level, to 'CCC-' from 'D'. The recovery rating remains '6', indicating our expectation for negligible (0%-10%; rounded estimate: 0%) recovery in the event of default. "The upgrade reflects our reassessment of Sable's leverage, which we now expect will improve into 2018 because we believe the company will use equity proceeds to aggressively increase production after remaining idle for the first half of 2017. In addition to the $744 million in equity proceeds received as part of its restructuring in May 2017, the company has added $51 million by exercising a portion of its greenshoe option. As a result, we expect the company to have sufficient liquidity to proceed with development of its assets through 2018. Additionally, we believe the company has completed debt exchanges that we would categorize as distressed, at least for the next year or two. "S&P Global Ratings' negative outlook on Sable Permian Resources LLC reflects our expectation that the company's leverage will remain at unsustainable levels in 2017 and into 2018 under our current production, price, and cost assumptions. As a result, we expect the company to quickly outspend cash flows as it aims to ramp up production and, with no availability under its credit facility, could strain liquidity. "We could lower the rating if we believe Sable would be unable to fund its financial obligations, which would most likely occur if the company fails to develop reserves and increase production, causing it to spend more cash than currently expected. We could also lower the ratings if the company engaged in further debt exchanges that we view as distressed or liquidity deteriorated such that we foresaw a default within 12 months. Although the company currently has no availability under its credit facility, its liquidity is sufficient to fund operations and capital spending through 2018, due to significant equity proceeds in 2017. However, the company's liquidity position could weaken should commodity prices decrease significantly as the company aims to develop its assets and increase production after remaining idle for the first part of 2017. "We could raise the ratings on Sable should leverage reach sustainable levels, which would include debt to EBITDA below 6x. Such a scenario would most likely occur if commodity prices were to improve in tandem with a successful ramp up in production. "We have raised the issue-level rating on Sable's first-lien debt to 'B' from 'D' (recovery rating remains '1'); and raised the issue-level rating on its second-lien debt and unsecured notes to 'CCC-' from 'D' (recovery rating remains '6'). "We base our valuation of the company's reserves on a company-provided PV10 report based on proved reserves as of Dec. 31, 2016, using $50 per barrel for WTI and $3 per mmBtu for natural gas, consistent with past defaults in the E&P sector. "We assume that the borrowings under the company's RBL facility are $0, in line with the current borrowing base." Outstanding amounts for each lien-category takes into consideration recent exchanges of debt principal for equity interests. The exchangeable junior subordinated notes issued by Permian Resources Holding do not benefit from upstream subsidiary guarantees from Permian Resources and its subsidiaries; consequently, S&P expects the claims on the convertible notes to be structurally subordinated to the claims on the debt at Permian Resources and its subsidiaries in a default scenario. -- Simulated year of default: 2019 -- Net enterprise value (after 5% administrative costs): $481 million -- Valuation split in % (obligors/nonobligors): 100/0 -- Secured first-lien debt claims: $490 million --Recovery expectations: 90% to 100% (Rounded estimate: 95%) -- Value available to second-lien claims: $0 -- Secured second lien debt claims: $303 million --Recovery expectations: 0% to 10% -- Value available to unsecured claims: $0 -- Senior unsecured debt claims: $1.4 billion --Recovery expectations: 0% to 10% -- Junior subordinated notes claims: $5 million --Recovery expectations: 0% to 10% Notes: All debt amounts include six months of prepetition interest. SANCTUARY CARE: Facility in Good Order, PCO Reports --------------------------------------------------- Susan C. Buxton, the patient care ombudsman for Sanctuary Care at Rye, filed with the U.S. Bankruptcy Court for the District of New Hampshire a report of her findings with regard to the facility's operations and quality of patient care. The PCO notes that the facility is always in good order. The residents were well groomed and engaged in meaningful activities. The supplies were also plentiful and the meals being served were very palatable. Linda Bresnahan, the Administrator, was very forthcoming in her discussions regarding resident care issues, staffing and public relations during the bankruptcy proceedings. She was extremely attentive to not only the big issues but also the details to improve the quality of life for residents and maintain morale with her staff. A full-text copy of the PCOs Report dated August 4, 2017, is available at: http://bankrupt.com/misc/nhb17-10591-281.pdf About Sanctuary Care, LLC Sanctuary at Rye Operations, LLC and its affiliate Sanctuary Care, LLC filed separate Chapter 11 bankruptcy petitions (Bankr. D. N.H. Case Nos. 17-10590 and 17-10591, respectively), on April 25, 2017. The Petition was signed by Alice Katz, chief restructuring officer. Ms. Alice Katz is with Vinca Group, LLC. The Debtors own Sanctuary Care, a memory-assisted adult care facility located in Rockingham County, New Hampshire. Chief Judge Bruce A. Harwood oversees the bankruptcy cases. The Debtors are represented by Peter N. Tamposi, Esq., at the Tamposi Law Group. The Debtors hired Dalton & Finegold, LLP, as special counsel. At the time of filing, Sanctuary at Rye listed $382,830 in total assets and $16,610,000 in liabilities. Sanctuary Care listed $5,010,000 in total assets and $16,050,000 in liabilities. William K. Harrington, the United States Trustee, has appointed Susan Buxton, the Long-Term Care Ombudsman for the State of New Hampshire, as the Patient Care Ombudsman for Sanctuary Care, LLC, and Sanctuary at Rye Operations, LLC. * * * The Debtors have won Bankruptcy Court approval to sell their assets to Port Development LLC, the winning bidder at a June 2 auction, for $11 million. SCOTT SWIMMING: Can Use Cash Collateral for September 2017 Expenses ------------------------------------------------------------------- Judge Julie A. Manning of the U.S. Bankruptcy Court for the District of Connecticut signed a thirty-second order authorizing Scott Swimming Pools Inc. to use the cash collateral of Webster Bank until the earlier of: (a) September 30, 2017, or (b) the date on which the Debtor fails in any material respect to comply with the terms, conditions or provisions of the order. Any objection to the continued use of cash collateral must be filed and served no later than September 21, 2017, which will be considered on a further hearing to take place on Sept. 26, 2017, 10:00 a.m. The Debtor is allowed to use cash collateral to continue the usual and ordinary operations of its business by paying expenditures. Accordingly, Judge Manning approved the September 2017 Budget which provides total operating expenses of approximately $676,976. Webster Bank is granted post-petition claims against the Debtor's estate as adequate protection for any post-petition diminution in value of the pre-petition collateral post-petition collateral and the cash collateral arising out of the Debtor's use thereof and the continuance of the automatic stay. As additional adequate protection, the Debtor will pay to Webster Bank monthly installments of interest on the loan pursuant to the terms of the parties' Note. However, these limited expenses of the Debtor's estate will be deemed to have a lien prior in right to satisfaction from the Debtor's property generated post-petition, including cash collateral, which lien will be senior to the replacement liens or any other liens granted: a) the allowed administrative claims of attorneys and other professionals retained by the Debtor in this case in the aggregate amount of $25,000; and b) amounts payable to pursuant to 28 U.S.C. Section 1930(a)(6). A full-text copy of the Order, dated Aug. 29, 2017, is available at https://is.gd/ThVK0r About Scott Swimming Pools Based in Woodbury, Conn., Scott Swimming Pools, Inc., constructs, sells and services swimming pools. Its offices and property are located at 75 Washington Road, Woodbury, CT. Scott Swimming Pools filed a chapter 11 petition (Bankr. D. Conn. Case No. 15-50094) on Jan. 22, 2014. James M. Scott, the Company's president, signed the petition. The case is assigned to Judge Alan H.W. Shiff. The Debtor tapped James M. Nugent, Esq., at Harlow, Adams, and Friedman, P.C., as bankruptcy counsel. The Debtor disclosed that it owed creditors $3.79 million. SE PROFESSIONALS: May Use Cash Collateral Through Oct. 7 -------------------------------------------------------- The Hon. Donald R. Cassling of the U.S. Bankruptcy Court for the Northern District of Illinois has authorized SE Professionals, S.C., to use cash collateral of Bank First National during the period Aug. 29, 2017, through Oct. 7, 2017. A final hearing on the cash collateral use will be held on Oct. 3, 2017, at 10:00 a.m. The Lender will be granted valid, perfected, enforceable security interests in and to the Debtor's post-petition assets, including all proceeds and products which are now or hereafter become property of the estate to the extent and priority of their alleged pre-petition liens, if valid, but only to the extent of any diminution in the value of the assets during the period from the commencement of the Debtor's Chapter 11 case through Oct. 7, 2017. A copy of the Order is available at: http://bankrupt.com/misc/ilnb17-18113-56.pdf About SE Professionals SE Professionals, doing business as Premier Vision, is a Wisconsin service corporation which employs licensed optometrists and sells eye-wear at three locations in the Milwaukee, Wisconsin area. SE Professionals' principal place of business is 840 W. Blackhawk St., Apt. 413, Chicago, Illinois, which is the residence of the president, sole director and sole shareholder of SE, namely, D. King Aymond, M.D. SE Professionals filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 17-18113) on June 14, 2017. King D. Aymond, M.D., president, signed the petition. At the time of filing, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The case is assigned to Judge Donald R. Cassling. The Debtor is represented by Arthur G Simon, Esq., at Crane, Heyman, Simon, Welch & Clar. No trustee, examiner or official committee of unsecured creditors has been appointed in the case. SEANERGY MARITIME: Regains Compliance with Nasdaq Bid Price Rule ---------------------------------------------------------------- Seanergy Maritime Holdings Corp. announced that The Nasdaq Stock Market has confirmed that the Company has regained compliance with Nasdaq Listing Rule 5550(a)(2) concerning the minimum bid price of the Company's common stock. This matter is now considered closed. About Seanergy Maritime Holdings Seanergy Maritime Holdings Corp. -- http://www.seanergymaritime.com/-- is an international shipping company that provides marine dry bulk transportation services through the ownership and operation of dry bulk vessels. The Company currently owns a modern fleet of eleven dry bulk carriers, consisting of nine Capesizes and two Supramaxes, with a combined cargo-carrying capacity of approximately 1,682,582 dwt and an average fleet age of about 8.4 years. The Company is incorporated in the Marshall Islands with executive offices in Athens, Greece and an office in Hong Kong. The Company's common shares and class A warrants trade on the Nasdaq Capital Market under the symbols "SHIP" and "SHIPW", respectively. Seanergy incurred a net loss of US$24.62 million in 2016 following a net loss of US$8.95 million in 2015. For the three months ended March 31, 2017, Seanergy reported a net loss of US$6.28 million. As of March 31, 2017, Seanergy had US$250.42 million in total assets, US$223.71 million in total liabilities and US$26.70 million in stockholders' equity. SERGEY POYMANOV: Ch 15 Receiver Wants Lawsuit Against Co. Stayed ---------------------------------------------------------------- Ryan Boysen, writing for Bankruptcy Law360, reports that the Chapter 15 receiver for Petrovich Poymanov's defunct Russian granite producer Pavlovskgranit is seeking to have a $750 million corporate raiding lawsuit by a Delaware company stayed. The Debtor and his ex-wife, Irina Pogdornaya, were the former majority shareholders of Pavlovskgranit, Law360 relates. According to Law360, the Receiver asked the U.S. Bankruptcy Court for the Southern District of New York to declare that claims alleging Pavlovskgranit was illegally forced into bankruptcy belong to the debtor. Headquartered in Moscow, Russia, Sergey Petrovich Poymanov and Aleksey Vladimirovich Bazarnov filed a petition for recognition of a foreign proceeding (Bankr S.D.N.Y. Case No. 17-10516) on March 3, 2017. Owen C. Pell, Esq., at White & Case LLP, serves as the Debtors' counsel. SHIRAZ HOLDINGS: Hires Main Source as Real Estate Broker -------------------------------------------------------- Shiraz Holdings, LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to employ Main Source Realty, LLC, as real estate broker to the Debtor. Shiraz Holdings requires Main Source to assist in the sale or lease of certain of the Debtor's property located in Georgia with addresses of 815 Progress Court, Lawrenceville, Georgia 30043, and 1180 Beaver Ruin Rd., Norcross, Georgia, 30093. Main Source will be paid a commission of 6% of the purchase price. With respect to the 815 Property, the firm will be paid 8% commission of the lease amount due upon occupancy of the tenant. Fadi Elkhatib, a member of Main Source 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. Main Source can be reached at: Fadi Elkhatib MAIN SOURCE REALTY, LLC 165 Silver Water Court Suwanee, GA 30024 Tel: (770) 617-6060 E-mail: fadi67@gmail.com About Shiraz Holdings, LLC Shiraz Holdings, LLC, based in Delray Beach, Fla., filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 17-17968) on June 26, 2017. The Hon. Paul G. Hyman, Jr. presides over the case. Thomas M. Messana, Esq., at Messana, P.A., serves as bankruptcy counsel. In its petition, the Debtor estimated $10 million to $50 million in both assets and liabilities. The petition was signed by Jordan A. Satary, managing member. SIMPLE HVAC: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Simple Hvac Inc. as of September 6, according to a court docket. Simple Hvac is represented by: Steven L. Lefkovitz, Esq. Lefkovitz & Lefkovitz 618 Church St., Suite 410 Nashville, TN 37219 Phone: 615-256-8300 Email: slefkovitz@lefkovitz.com About Simple Hvac Inc. Simple Hvac Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Tenn. Case No. 17-04914) on July 20, 2017. Thomas A. Jellison, president, signed the petition. Judge Charles M. Walker presides over the case. Lefkovitz & Lefkovitz represents the Debtor as bankruptcy counsel. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $50,000 and liabilities of less than $500,000. SOUTHWESTERN ENERGY: Fitch Rates $1.15BB Sr. Unsec. Notes 'BB/RR4' ------------------------------------------------------------------ Fitch Ratings has assigned a 'BB/RR4' rating to Southwestern Energy Company's (Southwestern; NYSE: SWN) aggregate issuance of $1.15 billion of senior unsecured notes due 2026 and 2027. Proceeds from the notes will be used to repay the $327 million senior unsecured term loan (the 2015 term loan) and fund tender offers on the 2020, 2022, and 2025 senior unsecured notes with any remaining proceeds used to repay additional indebtedness, subject to the terms of the credit agreement. The notes are expected to rank pari passu with Southwestern's existing unsecured debt. Fitch believes the notes offering, 2015 term loan repayment, and tender offer will help improve the maturity schedule and liquidity profile by mitigating the credit facility's springing lien maturity risk. In conjunction with the transactions, the company has amended its credit agreement covenants increasing the interest coverage ratio, reducing the minimum liquidity covenant, and permitting the retention of the first $500 million in asset sale proceeds to not affect its credit facility borrowing capacity. These amendments are anticipated to provide more capital allocation and liquidity flexibility. KEY RATING DRIVERS Gas Focus, Wide Differentials: Southwestern has a large, natural gas-focused production profile with positions in the Marcellus/Utica and Fayetteville. The company's natural gas price differential (approximately $0.71/mcf for the first six months of 2017) is wide relative to non-Marcellus peers mainly due to transportation constraints. Management expects these constraints to lessen in the 2018-2019 timeframe. Fitch estimates the average cash breakeven price to be $2.20-$2.30/mcf, including differentials, cash costs, and preferred dividends. Fitch recognizes that the company has opted to pay quarterly preferred dividends in stock, in lieu of cash, since the second quarter of 2016 to help improve the cash breakeven price ($0.10-$0.15/mcf) and liquidity profile. Moderately Negative FCF: Fitch's base case, assuming a $2.75/mcf natural gas price, forecasts Southwestern will be approximately $225 million free cash flow (FCF) negative in 2017. The FCF shortfall is anticipated to be funded with cash-on-hand. Fitch estimates the negative FCF profile improves to around $150 million at $3/mcf and under $50 million at $3.25/mcf, all else equal. Fitch assumes the company maintains a neutral-to-moderately negative FCF profile over the next few years. Improving Leverage Metrics Forecast: Fitch's base case forecasts gross debt/EBITDA improve to approximately 4.4x in 2017 from approximately 7.0x in 2016 mainly due to the stronger realized oil & gas market pricing environment and higher forecasted production levels. Fitch estimates 2017 gross debt/EBITDA metrics improve by 0.3x-0.4x for each $0.25/mcf increase in natural gas prices, all else equal. Gross debt/proved developed (PD) reserves and gross debt per flowing barrel metrics are forecast to be approximately $6.60/boe ($1.10/mcf) and $14,985, respectively. Three-Year Rolling Hedging Program: As of June 2017, the company had natural gas hedges for 284 Bcf (average floor price of $3.02/mcf), 389 Bcf (average floor price of $2.98/mcf), and 108 Bcf (average6 floor price of $2.95/mcf) for second half of 2017, 2018, and 2019, respectively. This represents approximately 60%, 43%, and 12% of 2017 production guidance (mid-point) for second half of 2017, 2018, and 2019, respectively. Management intends to maintain a rolling three-year hedging program that, subject to market prices, will hedge 50%-80% of current production. The reported net derivative liability was about $52 million as of June 30, 2017. DERIVATION SUMMARY Southwestern is among the largest U.S. independent natural gas E&P companies at nearly 2.3 Bcfe per day with positions in the northeastern Marcellus, southwestern Marcellus/Utica, and Fayetteville. This is smaller than EQT Corporation (BBB-/Stable; pro forma for the Rice Energy acquisition), ExxonMobil Corporation (unrated), and Chesapeake Energy Corporation (unrated), but generally consistent with Anadarko Petroleum Corporation (BBB/Stable), and Cabot Oil & Gas Corporation (unrated). The company's full-cycle cost profile, including differentials, is competitive and generally consistent with peers. The company has undertaken a number of corporate actions to help strengthen its financial profile, including an equity raise, modified credit agreement, and established hedging program, following a sharp curtailment in drilling activity during the first half of 2016 due to very weak market prices. However, the leverage profile remains above that of investment-grade E&P companies, but consistent with 'BB' category natural gas-focused peers. KEY ASSUMPTIONS Fitch's key assumptions within the rating case for Southwestern include: -- WTI oil price that trends up from $50/barrel in 2017 to $62.50/barrel long term; -- Henry Hub gas that trends up from $2.75/mcf in 2017 to $3.25/mcf long term; -- Average differential around $0.80/mcf in 2017 followed by incremental improvements; -- Total production under 2.5Bcf/d, or an approximately 3% year- over-year growth, in 2017 followed by a moderate production growth profile thereafter; -- Liquids mix, principally natural gas liquids, of approximately 11% in 2017 increases annually as production in the SW Appalachia region grows as a proportion of total production; -- Discretionary capital spending, excluding capitalized interest and expenses, is forecast to be under $1 billion in 2017, consistent with guidance, followed by a relatively balanced capital spending profile thereafter. RATING SENSITIVITIES Positive: Future developments that may, individually or collectively, lead to a positive rating action include: -- Demonstrated commitment to lower gross debt levels and execution of a credit conscious plan to re-establish operational momentum; -- Mid-cycle debt/EBITDA around 2.5x on a sustained basis; -- Mid-cycle debt/PD reserves below $5.00 - $5.50/boe and/or debt/flowing barrel under $15,000; -- Improving differential trends and unit cost profile. Negative: Future developments that may, individually or collectively, lead to a negative rating action include: -- Failure to manage liquidity and re-establish operational momentum; -- Mid-cycle debt/EBITDA in the 3.5x range on a sustained basis; -- Mid-cycle debt/PD reserves nearing $6.00 - $6.50/boe and/or debt/flowing barrel above $17,500 - $20,000; -- Further weakening in differential trends and the unit cost profile. LIQUIDITY Enhanced Liquidity Profile: Cash & equivalents were approximately $1.1 billion as of June 30, 2017. An additional source of liquidity is the company's $743 million secured credit facility (approximately $417 million available, considering approximately $326 million in outstanding letters of credit, as of June 30, 2017) maturing in December 2020, subject to a springing maturity provision. Southwestern will also have access to $66 million under the existing unsecured credit facility through December 2018. The credit facility is subject to a springing maturity of October 2019 if the company has not amended, redeemed, or refinanced at least $765 million of the $850 million notes due January 2020 by October 2019. Under the terms of the agreements, any amendments to the 2020 notes or refinance debt must extend to at least March 2021. The proposed issuance and tender offer will help mitigate liquidity risk under the springing maturity provision. Amended Covenant Package: In connection with the announced series of transactions, the company amended its interest coverage and minimum liquidity covenants, as well as mandatory prepayment and commitment reduction provision, to provide more capital allocation and liquidity flexibility. The main financial covenant amendment, subject to execution of the offering and repayment of the 2015 term loan, is a minimum interest coverage covenant of 2.0x, which is an increase from the previous provision of greater than 1.0x through Dec. 31, 2017 followed by annual increases of 0.25x to 1.5x in 2019. Southwestern is also subject to an amended minimum liquidity covenant, subject to execution of the offering and repayment of the 2015 term loan, of $300 million that is triggered if leverage is above 4x. The company can elect to replace the amended minimum liquidity covenant with a maximum leverage ratio of no more than 6x for the fiscal quarter ending June 30, 2017 with periodic step-downs to 4.50x for the fiscal quarter ending Sept. 30, 2018. The modified mandatory prepayment and commitment reduction provisions, subject to execution of the offering and repayment of the 2015 term loan, allow the company to carve-out and retain the first $500 million of applicable cash proceeds from asset sales, instead of repaying amounts outstanding under the secured term loan and credit facility, to not affect its credit facility borrowing capacity. The secured term loan and credit facility have a minimum collateral coverage ratio covenant of 1.5x based on an adjusted PV9 that includes only 35% of total proved non-producing and proved undeveloped oil and gas properties. The existing unsecured 2013 revolving credit facility includes a maximum debt-to-capital ratio of 60%, excluding non-cash asset impairments and certain other items. Other covenants consist of customary additional lien and debt limitations, transaction restrictions, and change in control provisions. The additional debt covenant allows for up to $1.1 billion of secured debt to be issued by certain subsidiaries. Fitch believes that the company currently has adequate financial covenant headroom. Improved Medium-term Maturity Profile: Southwestern continues to proactively improve its medium-term maturity profile through a combination of debt redemption and tender activity, as well as the unsecured term loan repayment and amendment. The company has minimal maturities until the $850 million 4.05% senior notes due January 2020, which at least $765 million must be amended, redeemed, or refinanced by October 2019 under the terms of the credit facility agreement. Fitch believes that recently announced actions taken by the company will help mitigate medium-term refinance risks. Manageable Other Liabilities: The company's pension obligations were underfunded by approximately $36 million as of Dec. 31, 2016, which Fitch considers to be manageable when scaled to mid-cycle funds from operations. Southwestern's asset retirement obligation (ARO) was about $141 million as of Dec. 31, 2016, which is approximately $60 million below reported year-end 2015 obligations mainly due to the removal/settlement of obligations related to asset divestitures. Other obligations totalled approximately $8.7 billion on a multi-year, undiscounted basis as of Dec. 31, 2016. The obligations include: $8.4 billion in pipeline demand transportation charges, $229 million in operating leases for equipment, office space, etc., and $26 million in compression services. As of June 30, 2017, pipeline demand transportation charges increased to approximately $8.6 billion. Approximately $3.6 billion of the reported pipeline obligations still require regulatory approvals and additional construction efforts. FULL LIST OF RATING ACTIONS Fitch has assigned the following rating: Southwestern Energy Company -- Senior unsecured notes 'BB'/'RR4'. Fitch currently rates Southwestern as follows: Southwestern Energy Company -- Long-Term Issuer Default Rating (IDR) 'BB'; -- Secured term loan 'BBB-'/'RR1'; -- Secured credit facility 'BB'/'RR4'; -- Senior unsecured notes 'BB'/'RR4'; -- Unsecured credit facility 'BB'/'RR4'; -- Unsecured term loan 'BB'/'RR4; -- Short-Term IDR 'B'; -- Commercial Paper 'B'. The Rating Outlook is Stable. SOUTHWESTERN ENERGY: Moody's Rates New $1.15BB Sr. Unsec. Notes B1 ------------------------------------------------------------------ Moody's Investors Services assigned a B1 rating to Southwestern Energy Company's new $1,150 million senior unsecured notes due 2026 and 2027. The proceeds from the proposed notes issuance, along with some balance sheet cash, is expected to be used to pay off $327 million outstanding on its unsecured term loan facility due 2020, with the remainder being used to tender all of its senior unsecured notes due 2020, and $100 million each of its 2022 and 2025 notes. All other ratings for the company, including its Ba3 Corporate Family Rating (CFR), remain unchanged. The outlook remains stable. "The new notes issuance is effectively a debt-neutral event, and benefits Southwestern's debt maturity profile," commented Arvinder Saluja, Moody's Vice President. "The maturity date of the sizeable term loans would accelerate to October 2019, if the company does not take action to redeem or refinance at least $765 million of the senior unsecured notes due 2020. The new notes issuance and tender should reduce the amount of the 2020 notes outstanding and if the total tendered amount is $765 million or more will avert acceleration of the secured term loan and unsecured credit facility." Assignments: Issuer: Southwestern Energy Company -- Senior Unsecured Regular Bond/Debentures, Assigned B1 (LGD 4) -- Senior Unsecured Shelf, Assigned (P)B1 RATINGS RATIONALE The proposed and existing senior unsecured notes are rated B1, as a result of the secured nature and priority claim of the $1.2 billion term loan facility. Due to the size of the claims of the secured debt and trade payables, the senior notes are rated one notch beneath the Ba3 CFR, consistent with Moody's Loss Given Default Methodology. Southwestern's senior notes rank pari-passu with its unsecured revolving credit facilities and unsecured term loan. Southwestern's Ba3 CFR reflects its low cost structure and Moody's expectations that its credit metrics will improve as it grows production. The Ba3 CFR is supported by its sizeable reserves base, low finding and development costs, and management's conservative financial philosophy, which has been demonstrated by issuance of common equity and sale of non-core assets to preserve the strength of its balance sheet. The rating also reflects Moody's expectations that Southwestern will continue to maintain good liquidity to fund an increased drilling and completions program into 2018. However, the company's ratings are restrained by its low capital efficiency, which is highly levered to natural gas prices, its relatively high reserve concentration, and elevated leverage metrics. In the near and medium terms natural gas prices are expected to remain low and range-bound on oversupply concerns. Southwestern's SGL-2 rating reflects Moody's expectations of good liquidity through at least mid-2018. In June 2016, Southwestern entered into a new credit agreement containing a $743 million committed unsecured revolving credit facility alongside a $1.2 billion secured term loan facility, which both mature in December 2020. Borrowings under the company's previous revolver due 2018 were repaid, and that revolver now has commitment of $66 million from just one lender who did not participate in the new revolver due 2020. Moody's expects Southwestern to maintain a meaningful cash balance into 2018. Moody's also expects Southwestern to maintain full availability under its $743 million revolver through 2017, as it can likely fund an increased drilling and completions program with its ample cash balance. The stable outlook is based on the expectation that Southwestern will maintain good liquidity to fund an increased drilling program to restore its declining reserves scale. Southwestern's ratings could be upgraded if its retained cash flow-to-debt metric is sustained above 20% with greater capital efficiency, evidenced by a leveraged full-cycle ratio (LFCR) approaching 1.0x. The company's ratings could be downgraded if the retained cash flow-to-debt metric goes below 10% beyond 2017 or if liquidity deteriorates materially on a sustained basis. The principal methodology used in these ratings was Independent Exploration and Production Industry published in May 2017. Southwestern Energy Company is an independent exploration and production (E&P) based in Spring, Texas, focusing on natural gas production. SPANISH ISLES: Trustee Hires Tripp Scott as Collections Counsel --------------------------------------------------------------- Margaret J. Smith, the Chapter 11 Trustee of Spanish Isles Property Owners Association, Inc., seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to employ Tripp Scott, P.A., as special collections counsel to the Trustee. The Trustee requires Tripp to: a. give advice to the Trustee with respect to disputes with homeowners over the collection of charges, assessments, and special assessments (the "Assessments"); b. prepare and issue demand letters, lien letters, and settlement letters to homeowners and other interested parties; c. prepare, write, file, and record liens or claims of lien; d. provide notice to homeowners of delinquent Assessments; e. represent the Trustee in negotiations with homeowners and other parties in interest concerning the collection of Assessments; f. research public records and other databases for purposes of providing notice to homeowners of delinquent Assessments, prepare liens or claims of lien, and prepare demand letters, lien letters, and settlement letters; and g. pursue and litigate foreclosures against homeowners for delinquent Assessments. Tripp will be paid as follows: -- $150 per demand letters and settlement letters. -- $375 pr unit for preparing a lien and writing a lien letter. -- For foreclosure action, at the hourly rates of $275-$300 for Partners, $250-$275 for Associates, and $155 for Paralegals. Tripp will also be reimbursed for reasonable out-of-pocket expenses incurred. Matthew Zifrony, director of Tripp Scott, P.A., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Tripp can be reached at: Matthew Zifrony, Esq. TRIPP SCOTT, P.A. 110 Southeast Sixth Street, 15th Floor Fort Lauderdale, FL 33301 Tel: (954) 525-7500 About Spanish Isles Property Owners Association, Inc. Spanish Isles Property Owners Association, Inc. filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 14-34444) on November 2, 2014, disclosing assets and liabilities of less than $1 million. The Debtor is represented by Brett A Elam, Esq. Judge Erik P. Kimball presides over the case. Margaret J. Smith was appointed as Chapter 11 trustee in the Debtor's case. Kristopher E. Aungst, Esq., at Tripp Scott, P.A., represents the trustee as legal counsel. No official committee of unsecured creditors has been appointed in the case. SPRUILL'S PROPERTIES: Hires Rochelle D. Stanton as Counsel ---------------------------------------------------------- Spruill's Properties, LLC, seeks authority from the U.S. Bankruptcy Court for the Eastern District of Missouri to employ Rochelle D. Stanton, Attorney at Law, as Chapter 11 attorney to the Debtor. Spruill's Properties requires Rochelle D. Stanton to: a. provide legal advice to and representation to the Debtor with respect to any reorganization, workout agreement, bankruptcy proceeding, or other agreement or transaction proposed or entered into by the Debtor; b. prepare any instruments, agreements, pleadings, or other documents necessary to effectuate any reorganization, workout agreement, bankruptcy proceeding, or other agreement or transaction proposed or entered into by the Debtor; c. represent the Debtor in any action, proceeding, trial, conference, meeting, hearing, negotiation, or other proceeding or transaction in which the Debtor is or becomes involved as a result of any reorganization, workout agreement, bankruptcy proceeding, or other agreement or transaction proposed or entered into by the Debtor; d. prepare and file on behalf of the Debtor all petitions, schedules, statements, plans, and other documents or pleadings; e. attend and represent the Debtor at all meetings of creditors, hearings, trials, conferences, negotiations, and other proceedings, whether in or out of court; f. provide legal advice to the Debtor as to the rights, duties, and powers of the Debtor as a Chapter 11 Debtor in Possession, and as to other matters arising in or related to the Chapter 11 case, including the formulation, presentation and confirmation of a plan of reorganization; and g. assist, advise, and represent the Debtor on matters related to the Chapter 11 case as requested by the Debtor. Rochelle D. Stanton will be paid at these hourly rates: Attorneys $160 Paralegals $30 Rochelle D. Stanton will be paid a retainer in the amount of $4,283. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Rochelle D. Stanton, 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. Rochelle D. Stanton can be reached at: Rochelle D. Stanton, Esq. 745 Old Frontenac Road, Ste. 202 Frontenac, MO 63131 Tel: (314)991-1559 Fax: (314)991-1183 E-mail: rstanton@rochelledstanton.com About Spruill's Properties, LLC Spruill's Properties, LLC, operates an event and catering venue. Spruill's owns a commercial building located at 9800 Halls Ferry Road, St. Louis, Missouri. Spruill's has had, and continues to have, notable musicians and groups appear and perform in this venue. Spruill's Properties, LLC, based in Saint Louis, MO, filed a Chapter 11 petition (Bankr. E.D. No. Case No. 17-45844) on August 26, 2017. The Hon. Barry S. Schermer presides over the case. Rochelle D. Stanton, Esq., 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 Craig Spruill, chief executive officer. STEVE PATTERSON: Hires Robert O Lampl as Bankruptcy Counsel ----------------------------------------------------------- Steve Patterson LLC, seeks authority from the U.S. Bankruptcy Court for the Western District of Pennsylvania to employ Robert O Lampl Law Office, as attorney to the Debtor. Steve Patterson requires Robert O Lampl Law Office to: a. assist in, among other things, the administration of the Debtor's Estate; b. represent the Debtor on matters involving legal issues that are present or are likely to arise in the bankruptcy case; c. prepare any legal documentation on behalf of the Debtor; d. review reports for legal sufficiency; and e. furnish information on legal matters regarding legal actions and consequences and for all necessary legal services connected with Chapter 11 proceedings including the prosecution and defense of any adversary proceedings. Robert O Lampl Law Office will be paid at these hourly rates: Robert O Lampl $450 John P. Lacher $400 David L. Fuchs $375 Ryan J. Cooney $275 Paralegal $150 Robert O Lampl Law Office will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert O Lampl, a member of Robert O Lampl, 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. Robert O Lampl Law Office can be reached at: Robert O Lampl, Esq. ROBERT O LAMPL, ATTORNEY AT LAW 960 Penn Avenue, Suite 1200 Pittsburgh, PA 15222 Tel: (412) 392-0330 Fax: (412) 392-0335 E-mail: rlampl@lampllaw.com About Steve Patterson LLC Steve Patterson LLC, filed a Chapter 11 bankruptcy petition (Bankr. W.D. Pa. Case No. 17-23520) on August 31, 2017, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Robert O Lampl, Esq., as its bankruptcy counsel. STOLLINGS TRUCKING: Selling 2005 Caterpillar Bulldozer for $45K --------------------------------------------------------------- Stollings Trucking Co., Inc., asks the U.S. Bankruptcy Court for the Southern District of West Virginia to authorize the sale of 2005 Caterpillar D-11R Bulldozer to River Machinery, Co. for of $45,000, subject to overbid. Any request for hearing on the sale must be filed within 21 days of the Notice. The equipment is subject to a disputed lien in favor of Marcum and Associates. The lien of Marcum and Associates is the subject of an Adversary Proceeding pending in the Court. All proceeds will be escrowed pending the outcome of that adversary proceeding. The Debtor believes that the terms of the offer are favorable to the Debtor and its estate. In the event that an upset bid is received, the Debtor will request a private auction among those entities who have submitted bids. The auction will take place in the Court at a date and time to be set by it. The Purchaser: RIVER MACHINERY, CO. 83 Isabelle Lane Garner, KY 41817 About Stollings Trucking Stollings Trucking Company, Inc., began its operations in 1990. Throughout the years, the Debtor both hauled coal and mined coal for its own profit. As it grew, it acquired more equipment and rolling stock. Stollings also obtained mining permits on property in Logan County, West Virginia, and was a party to coal leases. Stollings Trucking sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Case No. 15-20624) on Dec. 7, 2015. Rhonda Marcum, president, signed the petition. At the time of the filing, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Frank W. Volk presides over the case. Joseph W. Caaldwell, Esq., at Caldwell & Riffee, in Charleston, WV, is serving as counsel to the Debtor. STOP ALARMS: Court Reinstates Third Interim Cash Collateral Order ----------------------------------------------------------------- Judge James R. Sacca of the U.S. Bankruptcy Court for the Northern District of Georgia has issued an order reinstating the Third Interim Cash Collateral Order, in spite of the appointment of Michael E. Collins as the Chapter 11 Trustee of Stop Alarm Holdings, Inc. and Stop Alarms, Inc. On July 19, 2017, the Court entered the Third Interim Order granting the Debtors' Motion for authority to use cash collateral, and setting final hearing on the Debtors' Motion to Use Cash Collateral for Sept. 19, 2017. Under the Third Interim Cash Collateral Order, the Debtors are not permitted to use Cash Collateral without the written consent of Bernard J. Carney, Jr. and Bernard J. Carney, III if an Event of Default occurred. Among the events constituting an Event of Default is the appointment of a trustee. The Carneys have agreed to waive the appointment of the Trustee as an Event of Default. Accordingly, all provisions of the Third Interim Cash Collateral Order will remain effective, in spite of the appointment of the Trustee, subject to the following modifications: (1) the appointment of the Trustee will not constitute an Event of Default; (2) the term "Debtors" as defined and used in the Third Interim Cash Collateral Order will now mean: (a) Stop Alarms Holdings, Inc. and Stop Alarms, Inc. as "Debtors" and (b) the Trustee; and (3) Paragraph 20 of the Third Interim Cash Collateral Order will be amended to require copies of any objection to this Order be concurrently served upon counsel for Trustee, Michael E. Collins and Robert W. Miller, Manier & Herod, P.C., 1201 Demonbreun Street, Suite 900, Nashville, TN 37203. A full-text copy of the Order, dated August 29, 2017, is available at https://is.gd/i2e8tR The Carneys are represented by: Gus H. Small, ESq. Anna M. Humnicky, Esq. Garrett H. Nye, Esq. Cohen Pollock Merlin & Small, P.C. 3350 Riverwood Parkway, Suite 1600 Atlanta, GA 30339 Tel: 770-858-1288 Fax: 770-858-1277 About Stop Alarms Headquartered in Memphis, Tennessee, Stop Alarms -- http://www.stopalarmsystems.com/-- is a security company providing security solutions for every aspect of security and life safety across the residential and commercial marketplace. It provides home security and automation via an Alarm.com enabled iPhone, iPad, Android, and other mobile apps. Stop Alarms Holdings, Inc. and affiliate Stop Alarms, Inc. filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ga. Lead Case No. 17-57661) on April 28, 2017. Patrick Massey, president, signed the petitions. David L. Bury, Jr., Esq., at Stone & Baxter, LLP, serves as the Debtors' bankruptcy counsel. The Debtors tapped Alexander Thompson Arnold PLLC as public accountants. Stop Alarms Holdings estimated assets of less than $500,000 and liabilities of $1 million to $10 million. SAI estimated assets of less than $1 million and liabilities of $1 million to $10 million. An official committee of unsecured creditors has not yet been appointed in the Chapter 11 cases of Stop Alarms Holdings, Inc. and Stop Alarms, Inc. as of June 7, according to a court docket. Michael E. Collins has been appointed as the Chapter 11 Trustee. The Trustee employs John W. Mills, III, Esq., at Seyfarth Shaw, LLP, as counsel. STUDIO TWENTYEIGHT: Hires Accounting Management as Bookkeeper ------------------------------------------------------------- Studio Twentyeight, Inc., seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ Accounting Management Services, LLC, as bookkeeper to the Debtor. Studio Twentyeight requires Accounting Management to: a. provide bookkeeping services to the Debtor in connection with compiling information for the preparation of its tax returns; b. provide accounting services related to the Debtor's payroll; c. prepare the Debtor's monthly operating reports; d. prepare the Debtor's Tax Returns; and e. perform such other functions as requested by the Debtor or its counsel. Accounting Management will be paid as follows: General accounting services 250 per month Processing payroll $100 per pay period Preparing Monthly Operating Reports $150 per month Preparing tax returns $750 annual fee Accounting Management will also be reimbursed for reasonable out-of-pocket expenses incurred. Jose S. Ramos, a member of Accounting Management Services, 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. Accounting Management can be reached at: Jose S. Ramos ACCOUNTING MANAGEMENT SERVICES, LLC 2344 Crestover Ln Wesley Chapel, FL 33544 Tel: (813) 907-8656 About Studio Twentyeight, Inc. Studio Twentyeight, Inc., provides training in music, the arts and dance to more than 700 existing clients, and sells musical instruments, equipment and apparel to its customers at its business, which operates at The Shops at Wiregrass, Wesley Chapel, Florida. Studio Twentyeight filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 17-06911) on August 4, 2017. Steven Morgan, its president, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $500,000 and liabilities of less than $1 million. STUDIO TWENTYEIGHT: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------ An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Studio Twentyeight, Inc. as of September 6, according to a court docket. About Studio Twentyeight Studio Twentyeight, Inc., provides training in music, the arts and dance to more than 700 existing clients, and sells musical instruments, equipment and apparel to its customers at its business, which operates at The Shops at Wiregrass, Wesley Chapel, Florida. Studio Twentyeight filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 17-06911) on August 4, 2017. Steven Morgan, the company's president, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $500,000 and liabilities of less than $1 million. Judge K. Rodney May presides over the case. Stichter, Riedel, Blain & Postler, P.A. represents the Debtor as bankruptcy counsel. SULLIVAN VINEYARDS: Trustee Hires Duane Morris as Counsel --------------------------------------------------------- Tim Hoffman, the Chapter 11 Trustee of Sullivan Vineyards Corporation, seeks authority from the U.S. Bankruptcy Court for the Northern District of California to employ Duane Morris LLP, as counsel to the Debtor. The Trustee requires Duane Morris to: a. assist the Trustee with respect to any proceedings related to confirmation of a chapter 11 plan; b. investigate into, and assist the Trustee with liquidating, the estate's claims, and obtaining any necessary Court approvals of the same; c. assist the Trustee with liquidating any real or personal property of the estate, and obtaining Court approval of the same; d. investigate into, and assist the Trustee in recovering, transfers made to insiders of the Debtors and others; e. examine the validity of all claims filed against the estates, and file and prosecute objections to such claims as the Trustee may deem it his duty to interpose; f. assist the Trustee with avoiding and recovering preferential and any other avoidable transfers made by the Debtors; and g. advise and provide services to the Debtor on all matters which might arise during the pendency of the bankruptcy proceedings. Duane Morris will be paid at these hourly rates: Aron M. Oliner $550 Geoffrey A. Heaton $450 Marcus O. Colabianchi $450 Duane Morris will also be reimbursed for reasonable out-of-pocket expenses incurred. Aron M. Oliner, partner of Duane Morris 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. Duane Morris can be reached at: Aron M. Oliner, Esq. DUANE MORRIS LLP Spear Street Tower, Suite 2200 San Francisco, CA 94105-1127 Tel: (415) 957-3000 Fax: (415) 957-3001 About Sullivan Vineyards Corporation Sullivan Vineyards Corporation filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 17-10065) on Feb. 1, 2017, estimating assets at $1 million to $10 million and liabilities at $10 million to $50 million at the time of the filing. Sullivan Vineyards Partnership sought Chapter 11 protection (Bankr. N.D. Cal. Case No. 17-10067) on Feb. 2, 2017, disclosing $18.99 million in assets and $14.27 million in liabilities. The petitions were signed by Ross Sullivan, CEO. The cases are jointly administered under Case No. 17-10065 before the Hon. Roger L. Efremsky. The Debtors are represented by Steven M. Olson, Esq., at the Law Office of Steven M. Olson. SULLIVAN VINEYARDS: Trustee Hires Kokjer Pierotti as Accountant --------------------------------------------------------------- Tim Hoffman, the Chapter 11 Trustee of Sullivan Vineyards Corporation, seeks authority from the U.S. Bankruptcy Court for the Northern District of California to employ Kokjer Pierotti Maiocco & Duck LLP, as accountant to the Debtor. The Trustee requires Kokjer Pierotti to: a. prepare and file tax returns; b. prepare a Chapter 11 Monthly operating reports; c. prepare tax projections and tax analysis; d. analyze tax claims filed in the case; e. analyze the tax impact of potential transactions; f. analyze as to avoidance issues; g. testify as to avoidance issues; h. prepare a solvency analysis; i. prepare wage claim withholding computations and payroll tax returns; j. serve as the Trustee's general accountant and to consult with the Trustee and with the Trustee's counsel in relation to the bankruptcy case. Kokjer Pierotti will be paid at these hourly rates: Richad Pierotti $440 Senior Manager $325 Senior Accountant $290 Senior Staff Accountant $255 Staff Accountant $205-$220 Kokjer Pierotti will also be reimbursed for reasonable out-of-pocket expenses incurred. Richad Pierotti, principal of Kokjer Pierotti Maiocco & Duck 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. Kokjer Pierotti can be reached at: Richad Pierotti KOKJER PIEROTTI MAIOCCO & DUCK LLP 333 Pine Street, 5th Floor San Francisco, CA Tel: (415) 981-4224 About Sullivan Vineyards Corporation Sullivan Vineyards Corporation filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 17-10065) on Feb. 1, 2017, estimating assets at $1 million to $10 million and liabilities at $10 million to $50 million at the time of the filing. Sullivan Vineyards Partnership sought Chapter 11 protection (Bankr. N.D. Cal. Case No. 17-10067) on Feb. 2, 2017, disclosing $18.99 million in assets and $14.27 million in liabilities. The petitions were signed by Ross Sullivan, CEO. The cases are jointly administered under Case No. 17-10065 before the Hon. Roger L. Efremsky. The Debtors are represented by Steven M. Olson, Esq., at the Law Office of Steven M. Olson. SUN PROPERTY: Court Denies Approval of Disclosure Statement ----------------------------------------------------------- The Hon. Louis A. Scarcella of the U.S. Bankruptcy Court for the Eastern District of New York has denied approval of Sun Property Consultants, Inc.'s disclosure statement filed on June 30, 2017, referring to the Debtor's plan of reorganization. As reported by the Troubled Company Reporter on July 12, 2017, the Debtor filed with the Court a disclosure statement describing their plan of reorganization, dated June 29, 2017. Class 2 under the Plan consists of all Allowed General Unsecured Claims. The filed Class 2 Claims are in the aggregate of $2,503,04. There are three disputed Claims. Under the Plan, the holders of Allowed Class 2 Claims will receive their proportionate share of $25,000, plus their share, if any, of the net proceeds from the Debtor's lawsuit against TD Bank, N.A., and Harendra Singh based on their allowed claims. About Sun Property Consultants, Inc. Sun Property Consultants, Ltd., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 16-72267) on May 23, 2016. The petition was signed by Rajesh K. Singh, authorized representative. The Debtor is represented by Marc A. Pergament, Esq., at Weinberg, Gross & Pergament LLP. The case is assigned to Judge Louis A. Scarcella. At the time of the filing, the Debtor estimated its assets at $10 million to $50 million and debt at $1 million to $10 million. No creditors committee has been appointed in the case. SUSTAINABLE AQUACULTURE: Sets Bidding Procedures for All Assets --------------------------------------------------------------- Sustainable Aquaculture Initiative, LLC ("SAI"), asks the U.S. Bankruptcy Court for the Southern District of Florida to authorize the bidding procedures in connection with the sale of substantially all assets by auction. The Debtor is research facility for brood stock and a hatchery serving an organic shrimp farm, Florida Organic Aquaculture, LLC ("FOA"), with its principal assets located at 15369 County Road 512, Fellsmere, Florida. FOA is also a chapter 11 debtor. It is an equity holder of subsidiary, SAI. FOA has been supporting the expenses of SAI throughout this case. FOA and the Debtor's operations are intertwined, conceptually and physically. In particular, FOA's operation is dependent upon a saltwater well that is located a parcel of land leased by SAI. The leases for both entities are contiguous, and FOA has guaranteed the performance obligations of SAI under the SAI leases. Because of the substantial debt and continuing capital needs for operations, for which both Debtors currently lack funding sources, the Debtors have decided that it is in the best business judgment and the best interests of its estate to establish procedures to sell substantially all of its assets, in the event that funding is not imminently secured. Should funding be secured prior to an auction, the Debtors will take appropriate action to approve funding and cancel the pending auction. Any stalking horse bid procedures that are approved by the Court will include a contingency for break-up of the stalking horse bid in the event that financing is secured after a stalking horse bidder is established. SAI and FOA have filed ex parte motions to jointly administer the related chapter 11 cases, which motions are currently pending. On July 19, 2017, the FOA filed an Emergency Motion to Approve Employment of Financing and Sales Broker, Equity Partners HG, LLC. Said Motion was approved on July 28, 2017. Equity Partners has been marketing the Debtors' businesses on a national level since the Motion to Employ was filed. Equity Partners seeks to sell the assets of SAI along with the assets of FOA, to maximize the value for each. Equity Partners does not seek any additional fee, and will treat the sales as one package, with their fee to come from the closing per the terms approved by the Court in the Order in the FOA case. FOA has received numerous inquiries to purchase its assets and many parties have expressed interest, but no formal offers have been made or accepted. The buyers have expressed interest in SAI's assets as a package deal. SAI filed chapter 11 for the sole purpose of being able to sell all assets in a bundle with the FOA asset sale. The Debtors and Equity Partners believe that an auction will generate the most interest and highest price. Upon information and belief, the Debtor's primary creditor, US Bank, Serviced by Stonehenge Capital Company LLC has not yet consented to these terms, but the propose sale is conditioned upon approval from the primary creditor. The Debtor asks approval of the bidding process for the sale of its assets set forth to be tracked along with the sale of the assets of FOA, for which a motion to approve these same procedures is currently pending. The salient terms of the Bidding Procedures are: a. Good Faith Deposit: The Good Faith Deposit must be in cash in an amount equal to the greater of (i) $100,000 or (b) 10% of the consideration specified in the Bid Proposal. b. Proposal Deadline: Sept. 29, 2017 at 5:00 p.m. (PET) c. Credit Bidding: Secured creditors wishing to credit bid must bid at the auction in accordance with the bidding procedures established by Equity Partners, including the requirement that all credit bidders register prior to placing bids. d. The Auction: Equity Partners will conduct an auction (if necessary) on Oct. 3, 2017 at 10:00 a.m. (PET) at the Court. e. Deposit(s): Within two business days after conclusion of the Auction, the proponent of the Prevailing Bid must tender to the Equity Partners an additional cash deposit so that the total deposit for its Prevailing Bid equals 15% of the proposed consideration to be paid under such Prevailing Bid. f. Sale Consummation: The sale of the Assets in accordance with the Prevailing Bid must be consummated on or before the 15th calendar day following the Court Approval. In the event that the sale of Assets in accordance with the Prevailing Bid is not closed by the applicable Closing Date as a result of breach by the Prevailing Bidder, then the Prevailing Bidder's deposit will be forfeited and the Back-Up Bidder will be notified. The sale of Assets in accordance with a Back-Up Bid must be consummated on or before the 30th calendar day following such notification. The Debtor respectfully asks for an Order from the Court (i) authorizing it to conduct a sale of all of its assets upon the terms set forth; (ii) setting the final sale hearing be set no later than Oct. 4, 2017 to approve the winning bidder; (iii) setting the closing within 30 days of the final sale hearing; (iv) authorizing the sale be free and clear of all mortgages, liens, pledges, hypothecations, security interests, charges, encumbrances, claims and interests; (iv) authorizing it to pay all taxes that are due and owing, notwithstanding said free and clear sale; and (v) authorizing it to obtain the consent of United Bank through Stonehenge Capital Management, LLC. A copy of the Bidding Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/Sustainable_Aquaculture_11_Sales.pdf The Broker: EQUITY PARTNERS HG, LLC Attn: Hank Waida 16 N. Washington St., Suite 102, Easton, MD 21601 About Sustainable Aquaculture Sustainable Aquaculture Initiative, LLC, is located at 930 W Indiantown Rd, Ste 204, Jupiter, Florida 33458-6841. Founded in 2013, the Company is a Florida limited liability company whose principal assets are located at 15369 County Road 512 Fellsmere, Florida. The Company is an affiliate of Florida Organic Aquaculture LLC, which sought bankruptcy protection on April 24, 2017 (Bankr. S.D. Fla. Case No. 17-15012). Sustainable Aquaculture Initiative sought Chapter 11 protection (Bankr. S.D. Fla. Case No. 17-21251) on Sept. 1, 2017, estimating assets in the range of $50,000 to $100,000 and $1 million to $10 million in debt. The petition was signed by Clifford Morris, member's manager. Judge Erik P. Kimball is assigned to the case. The Debtor tapped Malinda L. Hayes, Esq., at Markarian Frank & Hayes, as counsel. TARENTUM BOROUGH: S&P Cuts GO Rating to 'BB+' on Fragile Liquidity ------------------------------------------------------------------ S&P Global Ratings lowered its long-term rating on Tarentum Borough, Pa.'s general obligation (GO) bonds to 'BB+' from 'BBB-'. The outlook is negative. "The downgrade and negative outlook reflect Tarentum's weakening, fragile and nominally low liquidity position, which was $280,000 at the end of calendar 2015," said S&P Global Ratings credit analyst Anna Uboytseva. "The borough's reliance on its power and water fund is considerable as utilities pay debt service and subsidize general government operations. We cannot be certain that the financially unsound utility can continue to sustainably fund general government operations." The borough's full-faith-and-credit-GO pledge secures the 2011 and 2016 bonds. The borough is one of the few municipalities in the state that operates its own electrical distribution system. It buys electricity from Talen Energy and delivers it at a retail rate to nearly 2,400-2,500 customers. The borough also operates its own water utility. Instead of raising property taxes, Tarentum uses surpluses from power and occasionally water services to subsidize general fund operations. Nearly 25% of general fund revenue was transferred from the enterprise fund in 2015, according to the most recent audit. Moreover, the utility pays the debt service on the 2011 and 2016 general obligation bonds. S&P said, "While we recognize that the borough's management works hard to control expenditures, we think that nominally weak liquidity leaves very little room for error in the budget should revenues, expenditures, or utility transfer assumptions fall short of projections, or should utility require capital to perform emergency capital upgrades on its ageing system. We cannot be certain that the financially unstable utility can continue to sustainably subsidize the general government. Therefore, we think the borough faces major ongoing uncertainties or exposure to adverse business, financial, and economic conditions, which could lead to the obligor's inadequate capacity to meet its financial commitment on the debt obligations." TDR TRUST: Hires David W. Steen as Counsel ------------------------------------------ TDR Trust, LLC, seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ David W. Steen, P.A., as counsel to the Debtor. TDR Trust requires David W. Steen to represent the Debtor and provide legal services in relation to the Chapter 11 bankruptcy case. David W. Steen will be paid at these hourly rates: Attorneys $450 Associates $300 Paralegals $140-$160 David W. Steen will be paid a retainer in the amount of $10,000. As of the petition date, the firm was paid the sum of $2,500 by Mark Heidt, manager of the Debtor. David W. Steen will also be reimbursed for reasonable out-of-pocket expenses incurred. David W. Steen, member of David W. Steen, P.A., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. David W. Steen can be reached at: David W. Steen, Esq. DAVID W. STEEN, P.A. 2901 W. Busch Blvd., Suite 311 Tampa, FL 33618 Tel: (813) 251-3000 E-mail: dwsteen@dsteenpa.com About TDR Trust, LLC TDR Trust, LLC, filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 17-07470) on August 24, 2017, disclosing under $1 million in both assets and liabilities. The Debtor is represented by David W. Steen, Esq., at David W. Steen, P.A. TELEXFREE LLC: Trustee Hires Moecker Realty as Real Estate Broker ----------------------------------------------------------------- Stephen B. Darr, the Chapter 11 Trustee of TelexFREE, LLC, et al., seeks authority from the U.S. Bankruptcy Court for the District of Massachusetts to employ Moecker Realty, Inc., as real estate broker to the Trustee. The Trustee requires Moecker Realty to market and sell the Debtors' property located at 124 Woodmoor Ct., Davenport, Florida. Moecker Realty will be paid a commission of 6% of the purchase price. Terry Keller, a member of Moecker Realty, 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. Moecker Realty can be reached at: Terry Keller MOECKER REALTY, INC. 1883 Marina Mile Blvd., Suite 106 Fort Lauderdale, FL 33315 Tel: (954) 252-2893 About TelexFREE, LLC TelexFREE -- http://www.TelexFREE.com/-- is a telecommunications business that uses multi-level marketing to assist in the distribution of voice over internet protocol telephone services. TelexFREE's retail VoIP product, 99TelexFREE, allows for unlimited international calling to seventy countries for a flat monthly rate of $49.90. TelexFREE had over 700,000 associates or promoters worldwide. TelexFREE though was facing accusations of operating a $1 billion-plus pyramid scheme. TelexFREE LLC and two affiliates sought bankruptcy protection (Bankr. D. Nev. Lead Case No. 14-12525) on April 13, 2014. Alvarez & Marsal North America, LLC is serving as restructuring advisor and Greenberg Traurig, LLP and Gordon Silver are serving as legal advisors to TelexFREE. Kurtzman Carson Consultants LLC serves as claims and noticing agent. TelexFREE, LLC, estimated $50 million to $100 million in assets and $100 million to $500 million in liabilities. In May 2014, the Nevada bankruptcy court approved the motion by the U.S. Securities & Exchange Commission to transfer the venue of the Debtors' cases to the U.S. Bankruptcy Court for the District of Massachusetts (Bankr. D. Mass. Case Nos. 14-40987, 14-40988 and 14-40989). On June 6, 2014, Stephen Darr was appointed as Chapter 11 trustee. TEMPLE UNIVERSITY: Moody's Rates Proposed $247.3MM Rev. Bonds Ba1 ----------------------------------------------------------------- Moody's Investors Service assigns a Ba1 to Temple University Health System's (TUHS), PA proposed $247.3 million Hospital Revenue Bonds, Series 2017 to be issued through the Philadelphia Hospital and Higher Education Facilities Authority, PA. The Series 2017 are expected to be issued as fixed rate tax exempt bonds that will mature in 2034. The rating outlook is stable. Concurrently, Moody's is affirming the Ba1 on TUHS's outstanding bonds. The action affects approximately $500 million of debt. The affirmation and assignment of the Ba1 reflects the health systems large size, clinical diversification, its role as a safety net provider for the City of Philadelphia, as substantiated by historically sizable funding from the Commonwealth, and close working relationship with Temple University (TU). The rating acknowledges the System's operating vulnerabilities as evidenced by FY 2017's unexpectedly weaker performance with higher then anticipated expenditures related to an electronic health record implementation and limited balance sheet flexibility due to slim unrestricted reserves. TUHS' weak unrestricted cash and investments, which Moody's does not expects to grow in the near term, and heavy reliance on governmental payers and special funding constrain the rating. Rating Outlook The stable outlook reflects an expectation of restored margins to levels seen in 2015 and 2016 and maintenance of absolute cash balances. The outlook assumes no incremental leverage. Factors that Could Lead to an Upgrade Material and sustained improvement of the System's core operating profile mitigating exposure to Commonwealth funding Substantial growth of balance sheet cushion relative to debt, covenants and operations Factors that Could Lead to a Downgrade Inability to improve and sustain performance to levels seen in recent years Inability to adjust operating performance to absorb any reduction in supplemental funding from the Commonwealth Material use of absolute cash or deterioration of relative measures of liquidity Increase in debt without a material strengthening of operations and cash Disintegration of current relationship with Temple University Legal Security The obligated group consists of Temple University Hospital, Inc., Temple University Health System, Inc. (TUHS), Jeanes Hospital, the Fox Chase Entities, Temple Health System Transport Team, Inc. and Temple Physicians, Inc. Each member of the obligated group is jointly and severally liable for all obligations issued under or secured by the Loan and Trust Agreement. The Bonds are secured on parity basis with the obligations currently outstanding issued under the Loan and Trust Agreement. As security for the obligated group's obligations under the Loan and Trust Agreement, each member of the obligated group has pledged its respective gross receipts. The Bonds are also secured by mortgages on certain real property of certain members of the obligated group. With the issuance of the Series 2012 bonds, a liquidity covenant was set at 60 days. Use of Proceeds The proceeds of the Series 2017 bonds will be used to current refund all of the Series 2007A and 2007B bonds as well as a portion of the Series 2012B bonds. Proceeds will also be used to fund a deposit to the debt service reserve fund and pay the costs of issuance. Obligor Profile Temple University Health System (TUHS) is a $1.7 billion academic health system anchored in northern Philadelphia. The Health System consists of Temple University Hospital (TUH); TUH-Episcopal Campus; TUH-Northeastern Campus; Fox Chase Cancer Center, an NCI designated comprehensive cancer center; and Jeanes Hospital a community-based hospital offering medical, surgical and emergency services. TUHS also has a network of community-based specialty and primary-care physician practices. TUHS is affiliated with the Lewis Katz School of Medicine at Temple University. Methodology The principal methodology used in this rating was Not-For-Profit Healthcare Rating Methodology published in November 2015. TERRAFORM POWER: Moody's Puts B3 CFR on Review for Upgrade ---------------------------------------------------------- Moody's Investors Service placed Terraform Power Operating LLC (TPO)'s ratings, including its B3 Corporate Family Rating (CFR), Caa1 senior unsecured rating, and B3-PD Probability of Default rating on review for upgrade. On Review for Upgrade: Issuer: TerraForm Power Operating LLC -- Probability of Default Rating, Placed on Review for Upgrade, currently B3-PD -- Corporate Family Rating, Placed on Review for Upgrade, currently B3 -- Senior Unsecured Regular Bond/Debenture, Placed on Review for Upgrade, currently Caa1(LGD5) Outlook Actions: Issuer: TerraForm Power Operating LLC -- Outlook, Changed To Rating Under Review From Positive RATINGS RATIONALE "The review of TPO's ratings is prompted by Moody's expectations that the acquisition of TPO by Brookfield Asset Management Inc (Brookfield; Baa2 stable) will be completed before the end of October", said Nati Martel, Vice President/Senior Analyst. "The parties are advancing in the process of attaining the customary shareholder, regulatory and legal approvals" added Martel. Stockolders' special meeting, the next significant milestone, has been scheduled on October 6. Upon completion of the transaction, Brookfield will hold a majority interest stake of around 51% in the TPO total return company ("yieldco"), a credit positive. Brookfield's credit quality and the improvement in TPO's corporate governance following the ownership change drives the review of the ratings. Under the Master Service Agreement and Sponsorship Agreements to be executed, Brookfield will provide various services to TPO and will appoint key management members. Importantly, Brookfield will provide a $500 million subordinated sponsor line to fund future acquisitions which help insulate the yieldco from market volatility, a credit positive. The review of the ratings will largely focus on the new management's decisions regarding TPO's corporate finance policies going forward. The review will consider changes in the yieldco's capital structure, particularly in terms of the allocation of holding company and project debt, the impact on the credit metrics compared to the TPO's peers as well as the yieldco's policies regarding growth and cash distribution to the shareholders. The principal methodology used in these ratings was Unregulated Utilities and Unregulated Power Companies published in May 2017. TERRAVIA HOLDINGS: Gets Final Court OK on $10M Bankr. Financing --------------------------------------------------------------- BankruptcyData.com reported that the U.S. Bankruptcy Court issued a final order approving TerraVia Holdings' motion to obtain post-petition secured financing. As previously reported, "The Debtors seek entry of interim and final orders: (a) authorizing the Borrower to enter into . . . the new money debtor-in-possession financing facility (the 'DIP Facility') in the aggregate principal amount of $10,000,000 to be funded by certain members of the Consortium (in their capacity as such, the 'DIP Lenders') on the terms and conditions set forth in the Interim Order and the DIP Documents . . . . Commitment Fee is a fee of 4.00% of the obligation of the DIP Lenders to make a DIP Loan to the Borrower, earned as of the date on which all of the conditions precedent set forth in DIP Credit Agreement shall have been satisfied or waived in accordance with the DIP Credit Agreement (the 'Closing Date'), payable in cash on the Maturity Date or any earlier Termination Date. The loans under the DIP Facility will bear interest at LIBOR plus the applicable margin of 12.00%. During the continuance of a payment event of default under the DIP Documents, overdue amounts will bear interest at an additional 2.00% per annum." Wilmington Fund Savings Society will serve as the administrative agent. About TerraVia Headquartered in South San Francisco, California, TerraVia Holdings, Inc. (NASDAQ:TVIA) -- http://www.terravia.com/-- is a plant-based food, nutrition and specialty ingredients company that harnesses the power of algae, the mother of all plants and earth's original superfood. TerraVia also manufactures a range of specialty personal care ingredients for key strategic partners. On Aug. 2, 2017, TerraVia Holdings, Inc., and its wholly owned U.S. subsidiaries filed voluntary petitions under chapter 11 of title 11 of the United States Code (Bankr. D. Del. Lead Case No. 17-11655). The subsidiary debtors in the Chapter 11 cases are Solazyme Brazil LLC and Solazyme Manufacturing 1, LLC. The Debtors sought bankruptcy protection after reaching a deal to sell the assets to Corbion N.V. for $20 million in cash plus the assumption of liabilities. The Debtors hired Davis Polk & Wardwell LLP as their lead counsel and Richards, Layton & Finger, P.A., as co-counsel. Kurtzman Carson Consultants LLC is the Debtors' claims agent. No official committee of unsecured creditors has been appointed in the Chapter 11 case. THINK4INC: Bank Does Not Consent to Use of Cash Collateral ---------------------------------------------------------- BMO Harris Bank, NA, as successor to M&I Marshall & Ilsley Bank, a secured creditor of Think4Inc., submitted to the U.S. Bankruptcy Court for the District of Arizona a notice of non-consent of the Debtor's use of cash collateral. BMO Harris Bank has advanced a loan to the Debtor which is secured by the collateral, personal property as well as the proceeds thereof, which specifically includes the Debtor's prepetition deposit accounts and accounts receivable. As of October 15, 2014, the Debtor owed BMO Harris Bank the total aggregate amount of $218,664. Accordingly, BMO Harris Bank asserts a first-priority security interest in and lien upon any and all prepetition collateral, including accounts of the Debtor. The collateral is currently located at the Debtor principal place of business at 324 S. Montezuma Street, Prescott, AZ 85303. BMO Harris Bank believes that the Debtor had funds on hand in deposit accounts and ageing accounts receivable which are subject to BMO Harris Bank's valid perfected and first-priority prepetition lien. BMO Harris Bank contends that prior to the Petition Date, the Debtor was in material default under the Loan Documents. However, after all applicable notice and cure periods have expired, the Debtor still failed to: (1) pay the accelerated Loan Balance due under the Note; and (2) surrender the collateral to BMO Harris Bank. As a result, BMO Harris Bank alleges that the Debtor is currently wrongfully retaining possession of the collateral in direct contravention of the Security Agreement and other Loan Documents. The Debtor is represented by: Thomas H. Allen, Esq. Allen Maguire & Barnes, PLC 1850 N. Central Avenue, Suite 1150 Phoenix, AZ 85004 Telephone: 602-256-6000 Fax: 602-252-4712 Email: tallen@ambazlaw.com BMO Harris Bank is represented by: Larry O. Folks, Esq. Folks & O'Connor, PLLC 1850 North Central Avenue, Suite 1140 Phoenix, AZ 85004 Telephone: (602) 256-5906 Facsimile: (602) 256-9101 E-mail: folks@folksoconnor.com About Think4Inc. Think4Inc. filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 15-01090) on Feb. 5, 2015. The petition was signed by Jeffrey Ian, president. At the time of filing, the Debtor estimated less than $50,000 in assets and $500,000 to $1 million in liabilities. TRAVERSE MIDSTREAM: Moody's Assigns 'B1' Corp. Family Rating ------------------------------------------------------------ Moody's Investors Service assigned ratings to Traverse Midstream Partners LLC, including a B1 Corporate Family Rating (CFR), a B1 rating to its proposed $1,135 million secured Term Loan B due 2024 and a B1-PD Probability of Default Rating. The outlook is stable. Traverse Midstream's principal asset is its 35% joint venture interest in Rover Pipeline LLC (Rover), a 3.25 billion cubic foot (Bcf) per day natural gas pipeline currently under construction, which will interconnect Marcellus and Utica Shale natural gas production with Midwest, Gulf Coast and Canadian markets. As Rover's 65% owner and operator, Energy Transfer Partners, L.P. (ETP, Baa3 negative) is responsible for the pipeline's construction management. Traverse Midstream will use the Term Loan B proceeds to fund its remaining capital commitments to Rover, to repay existing debt and to fund reserves, contingencies and other general corporate purposes. Traverse also owns a 25% interest in ETP's Ohio River System LLC (ORS), a 64-mile gas gathering trunkline in the Utica. Rover's projected contribution to Traverse's consolidated EBITDA far outdistances that of ORS, and principally influences the Traverse rating. Traverse Midstream is controlled by The Energy and Minerals Group (EMG, unrated), a sizable private equity investment fund with interests in the global natural resources industry. "Traverse Midstream's B1 CFR reflects its non-operated ownership position in the Rover pipeline, a strategic link which will provide Marcellus and Utica basin natural gas producers with much needed expanded geographic access beyond constrained local markets, enhancing producer net-backs," commented Andrew Brooks, Moody's Vice President. "While 95% of Rover's capacity is contracted on a "take-or-pay" basis with nine natural gas producers over a 15.6-year weighted average contract life, the credit quality of the contracted shippers on a weighted average basis is a weak Ba3. The rating further reflects the residual nature of the cash flow stream generated by Traverse Midstream's non-operated investment in the Rover pipeline which is the source of the majority of its cash flow for debt service, as well as regulatory issues which have slowed pipeline construction and the elevated leverage the debt financing of the remainder of its capital contribution to the Rover pipeline will represent." Assignments: Issuer: Traverse Midstream Partners LLC -- Probability of Default Rating, Assigned B1-PD -- Corporate Family Rating, Assigned B1 -- Senior Secured Bank Credit Facility, Assigned B1 (LGD 4) Outlook: -- Outlook is Stable RATINGS RATIONALE Traverse Midstream's B1 CFR is supported by the highly stable cash flows which will be primarily generated by Rover's firm transportation contracts following its entry into full service, regardless of the volumes that are actually transported through the pipeline. Contracted volumes total over 95% of Rover's capacity, which have a weighted average contract life of 15.6 years. However, only one of Rover's nine contracted shippers is investment-grade rated, a weakness reflected in the Traverse rating. Cash distributions received from Traverse's investment in ORS are complementary to Rover's cash flows. Notwithstanding the strong asset quality of a fully completed and in-service Rover pipeline, Traverse will be carrying a heavy debt load following the closing of the Term Loan B financing. Debt/EBITDA will initially exceed 6x with Funds From Operations (FFO)/debt falling below 10%, reflective of a leverage profile which is excessive considering Traverse's exposure to Rover's construction risk, completion delays and cost increases. Rover's in-service date has slipped several months from its most recent Phase 1 and Phase 2 dates of July and November 2017, respectively. Slippage has been the result of a Federal Energy Regulatory Commission (FERC) order in May halting horizontal directional drilling (HDD) along the pipeline route, pending a review of HDD protocol, as well as significant weather delays. HDD is critical element of the construction program; the order to halt followed an inadvertent release of significant quantities of drilling fluid at one of the HDD sites, inserting an element of uncertainty into Rover's ultimate in-service date and final cost. With FERC negotiations nearing final resolution, Rover now expects to be fully operational in 2018's first quarter. Effective August 31, the FERC has permitted ETP to put a 212-mile Mainline portion of Rover into service. The transport capacity afforded by the 3.25 Bcf per day Rover pipeline furthers the process of opening up a broader North American market for Marcellus and Utica natural gas extending from the US Gulf Coast to Ontario, Canada's Dawn Hub. Through interstate pipeline interconnections and contractual transportation arrangements on existing interstate pipeline systems, Rover will be able to provide transportation service beyond its 713-mile greenfield footprint. Supply laterals will directly connect with over 5.5 Bcf per day of receipt point capacity. By providing critical linkage beyond constrained local markets, Rover's producer-shippers are expected to profitably realize enhanced netbacks on their natural gas production, which frequently has traded at a steep basis discount to Henry Hub. Producing over 24 Bcf per day as of August, low-cost Marcellus and Utica natural gas production, about 30% of the US total, remains highly dependent on transport infrastructure such as Rover to accommodate current production and its future growth. Traverse's leverage is expected to improve modestly following Rover's in-service date from an initial level of around 6.3x, reflecting limited term loan amortization and a cash flow sweep mechanism. Rover itself under the joint venture agreement governing the ETP/Traverse partnership is required to distribute all its free cash flow to its partners, and Traverse has blocking rights that prohibit certain actions detrimental to lenders at the Rover project level, including debt incurrence (subject to a limited basket provision). Moody's does not assume that cash distributions received by Traverse will be used for voluntary prepayment of term loan principal beyond required sweep amounts, with leverage only declining into the 4x-5x area by the end of the decade. Traverse, without any partnership level banking facilities, is entirely dependent on cash distributions from Rover, and to a significantly lesser extent ORS, for its liquidity. As the only debt proposed for Traverse Midstream's capital structure, the Term Loan B is rated B1, the same as the B1 CFR, in accordance with Moody's Loss Given Default Methodology. The outlook is stable based on what Moody's believes to be the nearness of a resolution of the HDD standstill with the FERC, and the likelihood of Rover's final completion and in-service date in the first quarter of 2018. Once construction of the entire Rover system is complete and it has successfully entered service, an upgrade of Traverse's ratings could be considered. Debt/EBITDA clearly trending towards 5x and FFO/debt exceeding 10% could also result in a rating upgrade. A downgrade could occur should the Rover pipeline experience more than the expected delays and cost overruns, if the credit quality of Rover's contracted shippers deteriorates significantly, or if Traverse fails to improve its debt leverage metrics. The principal methodology used in these ratings was Natural Gas Pipelines published in November 2012. Traverse Midstream was formed in June 2014 by EMG to focus on building a portfolio of non-operated midstream assets. Traverse Midstream Partners LLC is a portfolio company majority owned and controlled by The Energy and Minerals Group. Traverse owns a 35% joint venture interest in Rover Pipeline LLC and a 25% joint venture interest in Ohio River System LLC, two pipeline systems majority owned and operating by Energy Transfer Partners, L.P., one the US's largest energy midstream master limited partnerships. TRAVERSE MIDSTREAM: S&P Assigns B+ CCR, Outlook Stable ------------------------------------------------------ S&P Global Ratings said it assigned its 'B+' corporate credit rating to Traverse Midstream Partners LLC. S&P said, "At the same time, we assigned our 'B+' issue-level rating and 3' recovery rating to the company's $1.135 billion senior secured term loan due 2024. The '3' recovery rating indicates our view that lenders can expect meaningful (50% to 70%; rounded estimate: 60%) recovery if a payment default occurs. The outlook is stable. The 'B+' corporate credit rating reflects the differentiated credit quality between Traverse and that of Rover Pipeline LLC and Ohio River System LLC, the entities in which Traverse owns a 35% and 25% ownership, respectively. There are no other substantive assets at Traverse. The differential reflects the structural subordination of Traverse's debt relative to Rover and Ohio River's underlying cash flows, cash flow stability, Traverse's level of influence on corporate governance and financial policy, financial ratios at Traverse, and Traverse's ability to liquidate its investments in both entities to repay debt. S&P views the underlying cash flows at Rover and Ohio River to be stable because they are highly contracted with either take-or-pay agreements or minimum volume commitments. Offsetting this is the low interest coverage at Traverse which limits the rating to 'B+'. S&P said, "The stable outlook reflects our expectation of predictable growth of distributions from both Rover and Ohio River Systems from 2017 onward. We expect Traverse to have debt to EBITDA leverage above 6.5x through 2019. "We could lower the ratings if distributions from Rover deteriorated such that Traverse faced liquidity challenges. If credit quality at Rover decreased significantly, resulting in sustained leverage above 8x and interest coverage less than 1.5x, we could take negative rating action. This could occur due to construction or operational issues or a default by a large counterparty. "We do not anticipate a positive rating action at Traverse. If Rover's counterparties improve in credit quality or if interest coverage is sustained above 3x, we could raise the rating." TRIMAS CORP: Moody's Rates $300MM Senior Unsecured Notes B1 ----------------------------------------------------------- Moody's Investors Service affirmed TriMas Corporation's Ba3 Corporate Family Rating (CFR) and Ba3-PD Probability of Default Rating. Concurrently, Moody's assigned a B1 rating to TriMas' $300 million of senior unsecured notes. The company's existing debt ratings are not affected and will be withdrawn upon close of the proposed refinancing. The ratings outlook is stable. Proceeds from the proposed notes offering will be used to repay the $250 million currently outstanding on TriMas Company LLC's term loan A and pay down $40 million of receivables facility borrowings. Simultaneous with the proposed notes issuance, the company will amend and restate its existing revolving credit facility to downsize it to $300 million from $500 million, allow for incremental foreign currency borrowings and extend the maturity date to 2022 from 2020. The amended revolving credit facility will be unrated. The proposed transaction is credit positive because it extends the company's debt maturity profile. The refinancing is essentially leverage neutral and the roughly $5 million increase in annual cash interest expense does not meaningfully reduce the company's approximate $60 million of annual free cash flow. Moody's affirmed the following ratings: TriMas Corporation Corporate Family Rating, at Ba3 Probability of Default Rating, at Ba3-PD Speculative Grade Liquidity Rating, at SGL-2 Outlook, Stable Moody's assigned the following ratings: Issuer: TriMas Corporation $300 million senior unsecured notes, at B1 (LGD-5)* *The assigned debt rating is subject to Moody's review of the final terms and conditions of the proposed transaction. The following ratings are unchanged and will be withdrawn upon transaction close: Issuer: Trimas Company LLC $500 million senior secured revolver due 2020, Ba3 (LGD-3) $275 million senior secured term loan A due 2020, Ba3 (LGD-3) Outlook, Stable RATINGS RATIONALE TriMas' Ba3 CFR reflects its record of good free cash flow generation with the application of excess cash towards debt reduction as well as diversity by end-market, product and geography. The ratings consider the company's well-established brands and leading market position within its higher-margin packaging and aerospace fastener businesses counterbalanced by modest revenue size post the 2015 spin-off of Cequent and exposure to cyclical industries such as the energy and industrial businesses. Positive trends in the company's packaging business and growth prospects in its aerospace business serve to counterbalance still weak, but improving end-market conditions in the company's energy business and low single digit growth in the industrial end-markets. Moody's also anticipates in the ratings further operating margin improvement from the weaker levels that were evidenced during the last two years in the energy-related segment and from the production challenges in the aerospace segment that temporarily affected profitability. Its recent business realignment and manufacturing rationalization efforts support the expectation of further moderate margin improvement. The company has implemented a number of operational initiatives over the last year and taken restructuring actions that have sustained EBITDA margins in the mid-teens despite revenue declines from end-market headwinds. Of note, in fiscal 2016 and 2015, the company incurred meaningful impairment charges totaling $98.9 million and $75.7 million, respectively. These charges have been added back to EBITDA to calculate credit metrics. The combination of lower demand and manufacturing inefficiencies in the company's aerospace segment and the negative effect of lower oil prices on demand in the energy sector negatively affected the company's Energy and Engineered Components business segments resulting in these charges. Importantly, end-markets during the first half of 2017 are experiencing stabilization from trough levels with no impairment charges recorded this year. Furthermore, despite top line revenue pressure that is showing signs of reversing this year, financial leverage has continued to improve from peak levels due to the company's consistent level of positive free cash flow generation that has been used towards debt reduction. The company has repaid approximately $60 million of debt over the last twelve months, and reduced debt/EBITDA (including Moody's standard adjustments) to 2.9x (LTM June 30, 2017) from approximately 4.0x a year ago. Moody's anticipates that use of free cash flow will shift more toward acquisitions and other investments to augment growth rather than debt reduction, but that conservative balance sheet management will maintain debt-to-EBITDA in a 2.5x-3.0x range over the next 12-18 months. The company's SGL-2 ("Speculative Grade Liquidity") rating reflects Moody's expectation that the company will maintain good liquidity over the next twelve months supported by TriMas' history of generating solid levels of free cash flow and expectation that free cash flow/debt will remain in the mid-teens over the next 12 to 18 months. The company's liquidity is supplemented by the company's proposed $300 million revolving credit facility due 2022. At pro forma close, $47.8 million of the revolver is expected to be drawn with reported cash balances totaling $22.7 million. The company also has access to a committed $75 million receivables facility. The company is expected to have $12 million outstanding on the receivables facility at transaction close. There is no required debt amortization or maturity until the receivables facility expires in 2020. TriMas is expected to maintain good headroom under the leverage and interest coverage financial ratio maintenance covenants being considered in the proposed transaction with an acquisition holiday step-up in the leverage covenants to accommodate acquisitions. The ratings for TriMas' senior unsecured notes consider the overall probability of default to which Moody's assigned a PDR of Ba3-PD and an average family loss given default assessment. The B1 rating assigned to the proposed senior unsecured notes using Moody's Loss Given Default Methodology, reflects the effective subordination to the company's $300 million senior secured first lien revolver. The stable rating outlook is based on Moody's expectation that the company will continue to improve operating margins through operating efficiencies among its different segments, stabilization in industry conditions affecting certain end-markets and improvements in addressing operational challenges, all underscored by a good liquidity profile supported by healthy free cash flow generation. The ratings would be considered for an upgrade if the company were to profitably increase its revenue scale and improve operating margins to the mid-teens. Any upward rating movement would also likely be predicated on debt/EBITDA being sustained below 3.0x with FCF/debt comfortably in excess of 15%. Meaningful and sustained operating improvements in the Energy and Engineered Components segments would also be prerequisites for upward rating movement. The ratings could be pressured downward if debt-to-EBITDA were to weaken to above 4.0x and remain at that level or if free cash flow generation were to weaken such that free cash flow as a percentage of debt was anticipated to decline below 7.5%. Debt-financed acquisitions or shareholder remuneration actions that result in materially weaker credit metrics inconsistent with the Ba3 rating category would pressure the rating downward. The principal methodology used in these ratings was Global Manufacturing Companies published in June 2017. TriMas Corporation is a diversified industrial manufacturer comprised of its packaging, aerospace, energy and engineered components segments after spinning of its towing, trailering and cargo management products ("Horizon Global Corporation" formerly known as "Cequent" in mid-2015). Last twelve month revenues for the period ending June 30, 2017 approximated $800 million. TRIMAS CORP: S&P Assigns B+ Rating to New $300MM Sr. Unsec. Notes ----------------------------------------------------------------- S&P Global Ratings assigned its 'B+' issue-level rating and '5' recovery rating to TriMas Corp.'s proposed $300 million senior unsecured notes. The '5' recovery rating indicates our expectation of modest recovery (10% to 30%, rounded estimate 25%) in the event of a payment default. The company intends to use the proceeds of the offering to repay its existing term loan A and a portion of the amounts outstanding under its receivables facility. We expect the company's credit measures to be materially unchanged from the transaction. We will withdraw the ratings on the company's existing credit facilities at the close of the transaction. RECOVERY ANALYSIS Key analytical factors S&P said, "We simulate a default occurring in 2021, contemplating extended difficult market conditions in TriMas' diverse but competitive end markets and raw material pressures, which severely hurt sales and margins. "We estimate the company's $300 million revolving credit facility will be 85% drawn at default and will have a priority claim to the bulk of the domestic assets at TriMas." Simulated default assumptions -- Simulated year of default: 2021 -- Emergence EBITDA: $75 million -- Multiple: 5.5x -- Net recovery value for waterfall after admin expenses (5%) and priority claims: $345 million Recovery Waterfall -- Estimated secured first-lien debt claim: $265 million -- Total value remaining for unsecured debt claims: $80 million -- Senior unsecured claims: $310 million -- Recovery percentage: 10%-30% (rounded estimate 25%) -- Estimated claim amounts include six months of unpaid interest that S&P assumes would be outstanding at default. RATINGS LIST TriMas Corp. Corporate credit rating BB-/Stable/-- Ratings Assigned TriMas Corp. Senior unsecured $300 mil. notes B+ Recovery rating 5(25%) TTM TECHNOLOGIES: Moody's Rates Proposed $375MM Unsecured Bonds B2 ------------------------------------------------------------------ Moody's Investors Service assigned a B2 rating to TTM Technologies, Inc.'s proposed $375 million unsecured bond issue. Proceeds from this financing will be used to partially fund a repayment of the company's existing term loan as well as amounts outstanding under TTM's U.S. senior secured revolving credit facility. Moody's assigned the following ratings: $375 million Senior Unsecured Notes due 2025 -- B2 (LGD4) RATINGS RATIONALE TTM's B1 Corporate Family Rating ("CFR") is constrained by the highly fragmented and competitive nature of the electronic printed circuit board ("PCB") industry in which the company operates as well as TTM's exposure to economic cycles that could limit revenue growth prospects and margin expansion. The rating is supported by the company's strong market presence as a manufacturer of specialty PCB products such as advanced multiple layer count and high density interconnect PCBs. The ratings are also supported by TTM's moderate debt leverage of less than 3x and improving financial flexibility to invest in research and development initiatives and state of the art manufacturing facilities to stay on the leading edge of PCB fabrication ahead of rival Asian providers of commoditized PCBs. The B2 rating for the senior unsecured notes reflects TTM's B1-PD Probability of Default Rating ("PDR") and a Loss Given Default ("LGD") assessment of LGD4. The senior unsecured rating is one notch lower than the CFR given the notes' junior ranking in the capital structure relative to TTM's credit facility. The notes will hold a senior ranking to TTM's $250 million convertible senior notes (unrated) based on the new notes' guarantee from TTM's existing and future domestic subsidiaries. Moody's believes TTM's liquidity will be very good over the next year, as indicated by a Speculative Grade Liquidity ("SGL") rating of SGL-1. Liquidity will be supported by $247 million of pro forma cash on the company's balance sheet as of July 3, 2017, approximately $240 million of revolver availability (after reductions for outstanding letters of credit), and Moody's expectations of FCF in excess of $200 million over the next year. Borrowings under the company's recently proposed $350 million term loan will not be governed by financial covenants, but the revolver is subject to a springing covenant of at least 1x fixed charge coverage. Moody's expects TTM to remain comfortably in compliance with these covenants over the next 12-18 months. The stable outlook reflects Moody's expectation that TTM will generate low single digit revenue growth over the next 12 months due principally to modestly improving end market demand trends. Concurrently, operating leverage benefits and the company's ongoing focus on cost efficiencies should produce moderate improvement in profit margins as well as reduce debt to EBITDA (Moody's adjusted) to the mid 2x range. What Could Change the Rating -- Up TTM's ratings could be upgraded if the company continues to improve its competitive position in the PCB sector and demonstrates consistent growth that exceeds that of the broader market while realizing ongoing improvement in its credit metrics. What Could Change the Rating -- Down The ratings could be downgraded if TTM experiences deteriorating financial performance due to market share losses or significant margin erosion as a result of lower volumes, pricing pressures, or higher operating costs. Additionally, the ratings could be downgraded if debt financed acquisitions or shareholder initiatives increase debt leverage above 3.5x or annual FCF/debt falls below 10%. The principal methodology used in these ratings was Distribution & Supply Chain Services Industry published in December 2015. TTM is a provider of complex multi-layer PCBs and electromechanical solutions. The products are used for applications in the aerospace & defense, automotive, information technology, networking & communications infrastructure, industrial and healthcare/medical end markets. Moody's expects revenues in 2017 to approximate $2.6 billion. TTM TECHNOLOGIES: S&P Rates New $375MM Unsec. Notes 'BB' -------------------------------------------------------- S&P Global Ratings said that it assigned its 'BB' issue-level rating and '4' recovery rating to Costa Mesa, Calif.-based TTM Technologies Inc.'s proposed $375 million senior unsecured notes. The '4' recovery rating indicates S&P's expectation for average (30% to 50%; rounded estimate 45%) recovery in the event of payment default. The proceeds of the notes, along with the previously announced $350 million term loan, will be used to refinance the balance of the existing term loan and pay down a portion of its U.S. asset-backed revolving credit facility. All of our other ratings on TTM are unchanged, as we view the transaction as leverage neutral. S&P said, "In our view, TTM has adequate liquidity. We anticipate coverage of uses in excess of 1.2x for the next 12 months and positive net sources in the near term, even with a 15% decline in EBITDA." Principal Liquidity Sources -- A cash balance of around $247 million at July 3, 2017 -- $303 million available under its U.S. and Chinese asset-backed revolving credit facilities -- Annual operating cash flow in the low $300 million area -- Principal Liquidity Uses -- Annual capital spending of around $135 million -- Mandatory debt amortization of around $4 million Covenants: There will be no financial covenants on the new first-lien term loan. RECOVERY ANALYSIS Key analytical factors S&P said, "Our simulated default scenario assumes a payment default in 2022 arising from a combination of heightened competition, inefficient research and product development outlays, and an economic slowdown that results in client attrition, lower margins, and the loss of liquidity." "We believe the company would be reorganized under a default scenario rather than liquidated. We applied a 5x multiple to an estimated distressed emergence EBITDA of $155 million to estimate gross recovery value of about $774 million. The multiple is at the low end of the range that we use for hardware companies, which we believe is appropriate, given the industry's cyclical nature, high fragmentation, and high capital spending requirements." Simulated default assumptions -- Year of default: 2022 -- EBITDA at emergence: $155 million -- EBITDA multiple: 5x -- LIBOR at default: 2.5% Simplified waterfall -- Net recovery value (after 5% administrative costs): $735 million -- Valuation split (obligors/nonobligors): 70%/30% -- Priority claims: $215 million -- Value available to first-lien debt: $476 million -- First-lien debt claims: $345 million -- Recovery expectations: 90% to 100% (rounded estimate 95%) -- Value available to structurally senior unsecured debt: $176 million -- Senior unsecured debt claims: $386 million -- Recovery expectations: 30% to 50% (rounded estimate 45%) -- Subordinated senior unsecured debt claims: $252 million -- Recovery expectations: 0% to 10% (rounded estimate 0%) Note: All debt amounts at default include six months' accrued prepetition interest. Collateral value equals asset pledges from obligors less priority claims plus equity pledges from nonobligors after nonobligor debt. RATINGS LIST TTM Technologies Inc. Corporate Credit Rating BB/Stable/-- New Rating TTM Technologies Inc. Senior Unsecured US$375 mil sr nts due 2025 BB Recovery Rating 4(45%) TUSCANY ENERGY: Allowed to Continue Using Cash Collateral --------------------------------------------------------- Judge Erik P. Kimball of the U.S. Bankruptcy Court for the Southern District of Florida signed a twentieth order authorizing Tuscany Energy, LLC, to use cash collateral until September 10, 2017. The Debtor is allowed to use cash collateral to pay for actual and necessary ordinary course operating expenses consistent with the approved Budget. The approved Budget provides for total lease operating expense in the amount of $25,752 and total administrative expense in the amount of $5,000, covering the period from August 11 to September 10, 2017. With respect to the management fee set forth in the Budget, Donald Sider is entitled to accrue the $15,000 management fee during the period of the Interim Order. However, the Debtor will only provide Mr. Sider with a payment of an amount up to $10,000 during this period on the condition that, such amount leaves the Debtor in a $500 positive cash flow position at the end of the period of the Interim Order. Armstrong Bank is granted replacement liens to the same extent and priority as its properly perfected security interest held prepetition. As additional adequate protection, Judge Kimball directed the Debtor to maintain the dollar value of $141,000 in cash and $76,000 in accounts receivable so that on the date of the Interim Hearing, the Debtor will have at least a total of $217,000 in cash on hand and accounts receivable. The Debtor is further directed to continue maintaining insurance coverage in amounts and against risks as reasonably required by Armstrong Bank, with such insurance policies reflecting Armstrong Bank as loss payee and the U.S. Trustee as a notice party. The Court will hold an interim hearing on cash collateral on September 6, 2017 at 2:00 p.m. A full-text copy of the Order, dated August 29, 2017, is available at https://is.gd/cPEKVJ About Tuscany Energy Tuscany Energy, LLC, filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 16-10398) on Jan. 11, 2016. The petition was signed by Donald Sider, manager. At the time of the filing, the Debtor estimated assets at $100,000 to $500,000 and liabilities at $1 million to $10 million. The case is assigned to Judge Erik P. Kimball. The Debtor is represented by Bradley S. Shraiberg, Esq., and Bernice Lee, Esq., at Shraiberg, Ferrara, & Landau P.A. No official committee of unsecured creditors has been appointed in the case. US FARATHANE: S&P Retains 'B' 1st Lien Loan Rating on $50MM Add-On ------------------------------------------------------------------ S&P Global Ratings said that its 'B' issue-level rating on U.S. Farathane LLC's first-lien term loan due 2021 are unchanged following parent USF Holding LLC's announcement of a $50 million add-on. The recovery rating remains '3', indicating S&P's expectation for meaningful (50%-70%; rounded estimate: 65%) recovery for secured lenders in the event of a payment default. USF has announced that it will secure a $50 million incremental term loan B to fund a distribution to its shareholders. At the same time, the company is repricing its existing term loan (approximately $525 million outstanding as of June 30, 2017). S&P said, "We expect that its debt to EBITDA will be about 3.7x in 2017, up slightly due to the incremental add-on to its term loan. However, this is only marginally higher than our previous forecast of 3.4x. Our assessment incorporates the expectation that the company will continue to pursue aggressive financial policies given its ownership by its financial sponsor, The Gores Group. "Our 'B' corporate credit rating on USF Holdings LLC is unchanged. The stable rating outlook on USF reflects our view that over the next 12 months the company will continue to generate above-average profitability, sustain a discretionary cash flow-to-debt ratio of about 5%, and maintain its aggressive financial policies given its financial-sponsor ownership." RECOVERY ANALYSIS Key analytical factors S&P's simulated default scenario anticipates a default in 2020 caused by a combination of the following factors: -- a sustained economic downturn that reduces customer demand for new automobiles; -- intense pricing pressure resulting from the competitive actions of other auto suppliers and/or raw material vendors; and -- the potential loss of one or more key customers. S&P expects these conditions to reduce USF's volumes, revenues, gross margins, and net income, causing its liquidity and operating cash flow to decline. The other factors of S&'s default scenario include: -- LIBOR of 250 basis points; -- The asset-based lending revolving credit facility is 60% drawn at default; and -- All debt includes six months of accrued interest. Simulated default assumptions: -- Simulated year of default: 2020 -- EBITDA at emergence: $84.5 million -- EBITDA multiple: 5x Simplified waterfall: -- Gross enterprise value: $423 million -- Administrative expenses: $21 million -- Net enterprise value: $402 million -- Valuation split (obligors/nonobligors): 88%/12% -- Priority claims: $56 million -- Value available to first-lien debt: $329 million -- Secured first-lien debt claims: $505 million --Recovery expectations: 50%-70% (rounded estimate: 65%) Ratings List USF Holdings LLC Corporate Credit Rating B/Stable Ratings Unchanged U.S. Farathane LLC First-lien term loan due 2021 B Recovery Rating 3(65%) VALHALLA MINING: Hires Robert O Lampl as Bankruptcy Counsel ----------------------------------------------------------- Valhalla Mining Co., LLC, seeks authority from the U.S. Bankruptcy Court for the Western District of Pennsylvania to employ Robert O Lampl Law Office, as attorney to the Debtor. Valhalla Mining requires Robert O Lampl Law Office to: a. assist in, among other things, the administration of the Debtor's Estate; b. represent the Debtor on matters involving legal issues that are present or are likely to arise in the bankruptcy case; c. prepare any legal documentation on behalf of the Debtor; d. review reports for legal sufficiency; and e. furnish information on legal matters regarding legal actions and consequences and for all necessary legal services connected with Chapter 11 proceedings including the prosecution and defense of any adversary proceedings. Robert O Lampl Law Office will be paid at these hourly rates: Robert O Lampl $450 John P. Lacher $400 David L. Fuchs $375 Ryan J. Cooney $275 Paralegal $150 Robert O Lampl Law Office will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert O Lampl, member of Robert O Lampl, 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. Robert O Lampl Law Office can be reached at: Robert O Lampl, Esq. ROBERT O LAMPL, ATTORNEY AT LAW 960 Penn Avenue, Suite 1200 Pittsburgh, PA 15222 Tel: (412) 392-0330 Fax: (412) 392-0335 E-mail: rlampl@lampllaw.com About Valhalla Mining Co., LLC Valhalla Mining Co. LLC, filed a Chapter 11 bankruptcy petition (Bankr. W.D. Pa. Case No. 17-23523) on August 31, 2017, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Robert O Lampl, Esq., as the Debtor's counsel. VINCENT WALCH: CNB Bank Seeks Appointment of Ch. 11 Trustee ----------------------------------------------------------- CNB Bank & Trust, N.A., secured creditor and a party-in-interest, asks the U.S. Bankruptcy Court for the Central District of Illinois to direct the appointment of a Chapter 11 Examiner for Vincent J. Walch and Alexis L. Walch. CNB Bank has previously sought for the appointment of an examiner in this matter, which the Court granted on June 13, 2017. Roger W. Stone was appointed as the examiner in this matter by Order of the Court on June 22, 2017. Mr. Stone completed his examination of the accounts and affairs of Debtors, and on August 21, 2017, the report and supporting documents were filed with the Court. The Report confirmed that for months before and up to the eve of bankruptcy, and at a time when Debtors' knew or should have known that the filing of a petition for bankruptcy was eminent or necessary, the Debtors' engaged in various pre-petition actions and conduct that raise suspicion that certain of Debtors' payments and transfers may have been fraudulent and/or avoidable. More specifically, the Report found, inter alia, that: (a) "Just prior to the bankruptcy filing," the Debtors apparently opened new bank accounts and made deposits into such accounts, specifically noting that Debtors' transferred in excess of $35,281 of grain sale proceeds into their newly created personal checking account at Prairie State Bank, as well as an additional $64,643 of field tiling income begin diverted by the Debtors' into their new account at First Mid-Illinois Bank. (b) "Just prior to the bankruptcy filing," the Debtors made payment to creditor M&M Service Company. (c) the Debtors' bankruptcy schedules are incorrect and/or contain material mistakes. (d) Mr. Walch further indicated to the examiner that there are at least 2 other pieces of equipment that are not listed on the Debtors' schedules. (e) the Debtors were commingling assets and funds between various entities, operations, bank accounts and banks up to the month of the filing of their bankruptcy petition. (f) Mr. Walch was taking significant cash withdrawals and making non-farm related purchases of firearms in the period before the filing of the bankruptcy petition. (g) the Debtors' misstated of actual income and revenue from sharecropping operations. (h) the Debtors' financial records were potentially incorrect by more than $3,109,000. (i) the Debtors' failed to provide their bookkeeper with sufficient information to allow for the preparation and completion of accurate financial records. (j) the Debtors were providing incorrect and false income information that was, at a minimum, "extremely misleading," all in the overstated amount of approximately $430,000. (k) the Debtors were providing valuations on their financial statements that are inconsistent with their valuation of the same property on their bankruptcy schedules. (l) the Debtors' continued farming operation is not feasible as any and all net revenue appears to be necessary to allow Debtors to continue farming in 2018. (m) the Debtor may have been using the accounts of others to obtain credit for his operation. (n) the Debtors' payment of $38,283 to Prairie State Bank was "very possibly a preference payment. " (o) Mr. Stone found additional potential preference payments totaling more than $261,000. (p) Mr. Walch has a history of operating his businesses in an "irresponsible manner" and failed to engage "in sound business practices." In addition, based upon his examination of the Debtors' accounts and records, and interviews with various witnesses including Mr. Walch, and the information and documentation he had gathered, Mr. Stone determined that: (a) There were numerous preferential payments made to both creditors and insiders alike; (b) The financial statements signed by Debtors and provided to CNB Bank on September 1, 2015 and January 3, 2017 were fraudulent; and (c) The Debtors were insolvent on December 31, 2015. CNB Bank asserts that these fraudulent and irregular actions, and potential fraudulent or voidable transfers, cast a shadow on the Debtors' bankruptcy. Such actions are inconsistent with the expectations of Chapter 11 debtors in general, and certainly raise concerns regarding Debtors' financial responsibility and their ability to manage their Chapter 11 estate. Since no creditor's committee was appointed in this matter, CNB Bank believes that there is no formal oversight or investigation of Debtors' pre-petition and post-petition financial affairs, nor are the Debtors' likely to investigate their own pre-petition actions or make any material effort to attempt to recover any preferential payments that may have been made. Accordingly, CNB Bank contends that the appointment of a trustee in this matter is needed to further investigate both Debtors' pre- and post-petition actions which have been shown by the Report to be fraudulent, dishonest and/or incompetent, all resulting, at a minimum, in the gross mismanagement of the affairs of Debtors. Vincent J Walch and Alexis L Walch filed a Chapter 11 petition (Bankr. C.D. Ill. Case No. 17-70467) on March 27, 2017, and is represented by Douglas Antonik, Esq. VIRGIN ISLANDS PFA: S&P Puts 'CCC+' Ratings on Bonds on Watch Neg. ------------------------------------------------------------------ S&P Global Ratings corrected its action by placing its 'CCC+' ratings on several series of Virgin Islands Public Finance Authority's matching fund loan notes and senior-lien bonds, issued for the U.S. Virgin Islands (USVI), on CreditWatch with negative implications. On Sept. 5, 2017, S&P placed these bonds on CreditWatch with negative implications. Due to an error, the series 2009A, 2009B, 2010A, 2012A, 2012B, 2013A, 2013B, 2016A matching fund loan notes and senior-lien bonds were excluded from this rating action. W&T OFFSHORE: Franklin Resources Has 16.4% Equity Stake at Aug. 31 ------------------------------------------------------------------ In an amended Schedule 13G filed with the Securities and Exchange Commission, Franklin Resources, Inc., Charles B. Johnson, Rupert H. Johnson, Jr. and Franklin Advisers, Inc. reported that as of Aug. 31, 2017, they beneficially own 22,560,400 shares of common stock of W&T Offshore, Inc., constituting 16.4 percent of the shares outstanding. Charles Johnson and Rupert Johnson, Jr. each own in excess of 10% of the outstanding common stock of FRI and are the principal stockholders of FRI. FRI and the Principal Shareholders may be deemed to be, for purposes of Rule 13d-3 under the Act, the beneficial owners of securities held by persons and entities for whom or for which FRI subsidiaries provide investment management services. FRI, the Principal Shareholders and each of the Investment Management Subsidiaries disclaim any pecuniary interest in any of the such securities. In addition, the filing of the Schedule 13G on behalf of the Principal Shareholders, FRI and the FRI affiliates, as applicable, should not be construed as an admission that any of them is, and each of them disclaims that it is, the beneficial owner, as defined in Rule 13d-3, of any of the securities reported in this Schedule 13G. FRI, the Principal Shareholders, and each of the Investment Management Subsidiaries believe that they are not a "group" within the meaning of Rule 13d-5 under the Act and that they are not otherwise required to attribute to each other the beneficial ownership of the securities held by any of them or by any persons or entities for whom or for which the Investment Management Subsidiaries provide investment management services. A full-text copy of the regulatory filing is available at: https://is.gd/PEDn8F About W&T Offshore Based in Houston, Texas, W&T Offshore, Inc., is an independent oil and natural gas producer, active in the exploration, development and acquisition of oil and natural gas properties in the Gulf of Mexico. In October 2015, the Company disposed of substantially all of its onshore oil and natural gas interests with the sale of its Yellow Rose field in the Permian Basin. The Company retained an overriding royalty interest in the Yellow Rose field production. W&T Offshore, Inc. is a Texas corporation originally organized as a Nevada corporation in 1988, and successor by merger to W&T Oil Properties, Inc., a Louisiana corporation organized in 1983. The Company's interest in fields, leases, structures and equipment are primarily owned by the parent company, W&T Offshore, Inc. and its wholly-owned subsidiary, W & T Energy VI, LLC, a Delaware limited liability company. W&T Offshore reported a net loss of $249.02 million for the year ended Dec. 31, 2016, a net loss of $1.04 billion for the year ended Dec. 31, 2015, and a net loss of $11.66 million for the year ended Dec. 31, 2014. The Company's balance sheet at June 30, 2017, showed $874.97 million in total assets, $1.47 billion in total liabilities, and a total stockholders' deficit of $597.95 million. * * * As reported by the TCR on April 14, 2017, S&P Global Ratings affirmed its 'CCC' corporate credit rating on U.S.-based oil and gas exploration and production (E&P) company W&T Offshore Inc. The rating outlook is negative. "The affirmations follow our review of W&T's capital structure and credit profile in light of challenging conditions in the offshore E&P industry," said S&P Global Ratings credit analyst Kevin Kwok. WE'RE STEAMED: Seeks to Hire For We Sell Restaurants as Broker -------------------------------------------------------------- We're Steamed, LLC seeks authorization from the U.S. Bankruptcy Court for the Eastern District of Kentucky to employ For We Sell Restaurants, LLC as broker to market and sell its two Firehouse Subs stores in Northern Kentucky. The listing price shall be $300,000 for both stores. The commission to be charged by For We Sell Restaurants would be the greater of 12% of the sales price or $12,000, whichever is greater. Dominique Maddox, an agent of For We Sell Restaurants, 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. For We Sell Restaurants may be reached at: Dominique Maddox For We Sell Restaurants, Inc. 101 Centennial Olympic Park Atlanta, GA 30313 Tel: (888) 814-8226 Fax: (888) 668-8624 About We're Steamed LLC We're Steamed LLC is in the business of owning and operating two Firehouse Subs in Northern Kentucky as a franchisee of Firehouse of America LLC. Firehouse Subs is a food chain offering burgers, salads, cookies and other deserts. We're Steamed LLC filed a Chapter 11 bankruptcy petition (Bankr. E.D. Ky. Case No. 17-20510) on April 14, 2017. The petition was signed by Timothy Ford, designated member. In its petition, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. The Hon. Tracey N. Wise presides over the case. Mark J. Sandlin, Esq., at Gooldberg Simpson, LLC, serves as counsel to the Debtor. No trustee or examiner has been appointed, and no committee has yet been appointed or designated. WESTMORELAND RESOURCE: Extends Services Agreement with GP to 2018 ----------------------------------------------------------------- Westmoreland Resource Partners, LP and Westmoreland Resources GP, LLC, the general partner of the Partnership, entered into a second amendment to the Services Agreement dated as of Jan. 1, 2015, by and between the Partnership and General Partner. The Amendment modified the term of the Services Agreement to extend the current term end date from Dec. 31, 2017, to Jan. 31, 2018. The term of the Services Agreement automatically renews upon the end of term for successive 12-month periods unless either party gives written notice no less than 120 days prior to the end of the current term of the Services Agreement. A full-text copy of the Amended Services Agreement is available for free at https://is.gd/UVuu6c About Westmoreland Resource Oxford Resource Partners, LP, now known as Westmoreland Resource Partners, LP -- http://www.westmorelandMLP.com/-- is a producer of high value steam coal, and is the largest producer of surface mined coal in Ohio. Westmoreland Resource reported a net loss of $31.58 million on $349.3 million of total revenues for the year ended Dec. 31, 2016, compared to a net loss of $33.68 million on $384.7 million of total revenues for the year ended Dec. 31, 2015. As of June 30, 2017, Westmoreland Resource had $370.9 million in total assets, $411.8 million in total liabilities, and a total deficit of $40.85 million. WHOLELIFE PROPERTIES: Trustee Hires Sherman & Yaquinto as Counsel ----------------------------------------------------------------- Daniel J. Sherman, the Chapter 11 Trustee of WholeLife Properties, LLC, seeks authority from the U.S. Bankruptcy Court for the Northern District of Texas to employ Sherman & Yaquinto, L.L.P., as counsel to the Debtor. The Trustee requires Sherman & Yaquinto to: -- prepare documents to sell assets of the Estate; -- review claims and file objections; and -- render any other legal services that are necessary to administer the assets of the Estate. Sherman & Yaquinto 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. Daniel J. Sherman, partner of Sherman & Yaquinto, L.L.P., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Sherman & Yaquinto can be reached at: Daniel J. Sherman, Esq. SHERMAN & YAQUINTO, L.L.P. 509 N. Montclair Avenue Dallas, TX 75208-5498 Tel: (214) 942-5502 Fax: (214) 946-7601 About WholeLife Properties, LLC WholeLife Properties, LLC owns two undeveloped tracts of land located in McKinney, Texas that is intended to be developed into a mixed use complex and 200 social memberships to the TPC at Craig Ranch, a private golf club in McKinney, Texas. WholeLife Properties sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 16-42274) on June 7, 2016. The petition was signed by John B. Lowery, as sole member of WholeLife Companies, Inc., sole member of WholeLife Properties, LLC. The case is assigned to Judge Mark X. Mullin. At the time of the filing, the Debtor estimated assets of $10 million to $50 million and debt of $1 million to $10 million. To date, no committee of unsecured creditors has been appointed. Mr. Lowery was involved in another Chapter 11 debtor, Cornerstone Ministries Investments, Inc., which filed Feb. 10, 2008 (Bankr. N.D. Ga. Case No. 08-20355). Mr. Lowery joined Cornerstone in approximately 2004 to oversee several single family housing projects that were being developed by Cornerstone. Daniel J. Sherman, is the Chapter 11 Trustee of WholeLife Properties, LLC. He is represented by Sherman & Yaquinto, L.L.P., as counsel. WHOLELIFE PROPERTIES: Trustee Taps Real Estate Brokers ------------------------------------------------------ Daniel J. Sherman, the Chapter 11 Trustee of WholeLife Properties, LLC, seeks authority from the U.S. Bankruptcy Court for the Northern District of Texas to employ Candace Rubin, and The Zepp Company, as real estate brokers to the Debtor. The Trustee requires Rubin and Zepp to market and sell the Debtor's property -- four tracts of land containing 5.679, 4.591, 3.297 and 3.010 acres, located at the west corner of Alma Road and Collin McKinney Parkway in McKinney, Collin County, Texas. Rubin and Zepp will be paid as follows: -- 6% on the first $1,000,000; -- 4% on $1,000,001 to $2,000,000; -- 3% on $2,000,001 to $3,000,000; and -- 2% on amounts of $3,000,001 and up. Candace Rubin, member of Candace Rubin, and Katina Zepp, member of The Zepp Company, assured the Court that their firms are a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and do not represent any interest adverse to the Debtor and its estates. Candace Rubin, and Katina Zepp can be reached at: Candace Rubin CANDACE RUBIN 5850 Maple Avenue, Suite 200 Dallas, TX 75235 Tel: (214) 522-8811 - and - Katina Zepp THE ZEPP COMPANY 5401 Settlement Way McKinney, TX 75070 Tel: (214) 676-3709 Fax: (214) 242-2053 E-mail: Katina@katinazepp.com About WholeLife Properties, LLC WholeLife Properties, LLC owns two undeveloped tracts of land located in McKinney, Texas that is intended to be developed into a mixed use complex and 200 social memberships to the TPC at Craig Ranch, a private golf club in McKinney, Texas. WholeLife Properties sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 16-42274) on June 7, 2016. The petition was signed by John B. Lowery, as sole member of WholeLife Companies, Inc., sole member of WholeLife Properties, LLC. The case is assigned to Judge Mark X. Mullin. At the time of the filing, the Debtor estimated assets of $10 million to $50 million and debt of $1 million to $10 million. To date, no committee of unsecured creditors has been appointed. Mr. Lowery was involved in another Chapter 11 debtor, Cornerstone Ministries Investments, Inc., which filed Feb. 10, 2008 (Bankr. N.D. Ga. Case No. 08-20355). Mr. Lowery joined Cornerstone in approximately 2004 to oversee several single family housing projects that were being developed by Cornerstone. Daniel J. Sherman, is the Chapter 11 Trustee of WholeLife Properties, LLC. He is represented by Sherman & Yaquinto, L.L.P., as counsel. WOMEN AND BIRTH: US Trustee Names Julia D. Kyte as PCO ------------------------------------------------------ Acting on the Court's order dated August 11, 2017, the U.S. Trustee for Region 19 appoints Julia D. Kyte to serve as Patient Care Ombudsman in the case of Women and Birth Care, Inc. Julia Kyte can be reached through: STIRBA, P.C. 215 South State Street, Suite 750 P.O. Box 810 Salt Lake City, UT 84110-0810 Telephone: (801) 364-8300 Email: jkyte@stirba.com About Women and Birth Care Inc. Women and Birth Care, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Utah Case No. 17-27013) on August 11, 2017. Rebecca McInnis, president, 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 William T. Thurman presides over the case. WTE S&S AG: Hearing on Plan Outline Set for Oct. 3 -------------------------------------------------- The Hon. Donald R. Cassling of the U.S. Bankruptcy Court for the Northern District of Illinois will hold a hearing for Oct. 3, 2017, at 10:30 a.m. to consider the adequacy of the disclosure statement filed by WTE-S&S AG Enterprises LLC. Objections to the Disclosure Statement must be filed by Sept. 26, 2017. About WTE-S&S AG Enterprises WTE-S&S AG Enterprises, LLC, is a limited liability company formed for the purpose of constructing an anaerobic digester on the largest dairy farm in Door County, Wisconsin, so as to generate electricity from harnessing methane extracted from animal waste. WTE-S&S AG Enterprises filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 16-09913) on March 23, 2016. The petition was signed by James G. Philip, manager and designated representative. The Debtor estimated assets and liabilities in the range of $1 million to $10 million at the time of the filing. The case is assigned to Judge Donald R. Cassling. The Debtor is represented by David K. Welch, Esq., at Crane, Heyrnan, Simon, Welch & Clar. WTE S&S AG: May Use State Bank's Cash Collateral Through Oct. 31 ---------------------------------------------------------------- The Hon. Donald R. Cassling of U.S. Bankruptcy Court for the Northern District of Illinois has entered an interim order authorizing WTE-S&S AG Enterprises LLC to use cash collateral of State Bank of Chilton during the period Sept. 1, 2017, through Oct. 31, 2017. A final hearing on the cash collateral use will be held on Oct. 3, 2017, at 10:30 a.m. The Lender will be granted valid, perfected, enforceable security interests in and to the Debtor's post-petition assets, including all proceeds and products which are now or hereafter become property of this estate to the extent and priority of its alleged pre-petition lien, if valid, but only to the extent of any diminution in the value of assets during the period from the commencement of the Debtor's Chapter 11 case through Oct. 31. A copy of the Order is available at: http://bankrupt.com/misc/ilnb16-09913-197.pdf About WTE-S&S AG Enterprises WTE-S&S AG Enterprises, LLC, is a limited liability company formed for the purpose of constructing an anaerobic digester on the largest dairy farm in Door County, Wisconsin, so as to generate electricity from harnessing methane extracted from animal waste. WTE-S&S AG Enterprises filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 16-09913) on March 23, 2016. The petition was signed by James G. Philip, manager and designated representative. The Debtor estimated assets and liabilities in the range of $1 million to $10 million at the time of the filing. The case is assigned to Judge Donald R. Cassling. The Debtor is represented by David K. Welch, Esq., at Crane, Heyrnan, Simon, Welch & Clar. ZARUI ADJIAN: Selling Los Angeles Property ------------------------------------------ Zarui Sarah Adjian said in a filing with the U.S. Bankruptcy Court for the Central District of California that she is selling real property located at 4533 Grimes Place, Los Angeles, California. According to the Debtor's notice, a hearing on the Motion is set for Sept. 27, 2017 at 9:30 a.m. Objections, if any, must be filed no less than 14 days prior to the hearing date. Counsel for the Debtor: Marvin Levy, Esq. LAW OFFICE OF MARVIN LEVY 13400 Riverside Drive, Ste. 105 Sherman Oaks, CA 91423 Telephone: (818) 298-4073 E-mail: l-levy@sbcglobal.net Zarui Sarah Adjian sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 16-12130) on July 22, 2016. The Debtor tapped Marvin Levy, Esq., at Law Office of Marvin Levy. Zarui Adjian is located at 11446 Awenita Court, Chatsworth, California. ********* 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 ***