/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/171019.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, October 19, 2017, Vol. 21, No. 291 Headlines 101 SAW MILL: Taps Houlihan & O'Malley as Real Estate Broker 1098 BLUE HILL: Voluntary Chapter 11 Case Summary 424 COUNTRY CLUB: U.S. Trustee Unable to Appoint Committee 470 W 42 STREET: Hires Kurtzman Matera as Counsel 4L TECHNOLOGIES: Moody's Lowers CFR to B3 & Revises Outlook to Neg. A HELPING HAND TOO: Hires Louis G. Scott as Attorney ABENGOA KANSAS: Taps Drinker Biddle as Co-Counsel ACOSTA GROUP: Seeks to Hire E.P. Bud Kirk as Legal Counsel ALLISON TRANSMISSION: Fitch Affirms 'BB' IDRs; Outlook Stable ALLY FINANCIAL: S&P Affirms 'BB+' LT ICR, Outlook Remains Stable ALTON BEAN: Wants To Obtain Financing From Transafac Capital AMERICAN APPAREL: Intercreditor Negotiations Delay Plan Completion AMNEAL PHARMACEUTICALS: Moody's Affirms B1 CFR; Outlook Stable APPVION INC: Hires Alan D. Holtz of AP Services as CRO APPVION INC: Hires Guggenheim Securities as Investment Banker AQUILEX INTERMEDIATE: S&P Affirms Then Withdraws 'B' CCR ARAMARK: S&P Alters Outlook to Negative, Debt Rating on Watch Neg. ARCAPITA BANK: Bahrain Islamic, Tadhamon Can't Dodge Ch 11 Lawsuits ART & DENTISTRY: U.S. Trustee Unable to Appoint Committee AURORA DIAGNOSTICS: Incurs $16.2 Million Net Loss in 1st Quarter AUTO MASTERS: Case Summary & 20 Largest Unsecured Creditors BARTON FOOD: Hires Gammon Law Office as Special Counsel BCW EXPRESS: Hires Gudeman & Associates as Counsel BEAZER HOMES: Fitch Affirms B- IDR & Changes Outlook to Positive BEDROCK HOLDINGS: Hires Kercher PC as Bankruptcy Counsel BEST ROAD VIEW: Unsecureds to Get 5% in 5 Annual Installments BRONX MIDTOWN: Taps Shipkevich as Legal Counsel BROWNSVILLE BERG: Hires Michael B. Nicolella as Appraiser C SWANK ENTERPRISES: To Pay Paccar in Full at 5% Over 7 Years C&J ENERGY: Shareholder's Lawyers Say Merger Suit Justify $5M Fee CACI INTERNATIONAL: Moody's Affirms Ba2 CFR; Outlook Stable CADIZ INC: BLM Finds Water Project is Within Railroad Right-of-Way CAESARS ENTERTAINMENT: Moody's Gives Ba3-PD Prob. of Default Rating CAPITOL STATION 65: Seeks to Hire DSI as Consultant CAPITOL STATION 65: Taps Cunningham Engineering as Consultant CAPITOL STATION 65: Taps John Burns Real Estate as Consultant CAPTAIN TRANSPORT: Taps Lamey Law Firm as Legal Counsel CENTORBI LLC: Unsecureds to be Paid $2.5K Quarterly Under New Plan CHINA COMMERCIAL: Yang Jie Has 22.5% Equity Stake as of July 17 CM EBAR: Case Summary & 20 Largest Unsecured Creditors CONCORDIA INT'L: S&P Lowers CCR to 'SD' Amid Interest Non-Payment CONCORDIA INTERNATIONAL: Defers $26M Notes Interest Payment CONSOL ENERGY: S&P Places 'B+' CCR on CreditWatch Positive CONTEXTMEDIA HEALTH: Moody's Cuts Corporate Family Rating to Caa1 DALTON OUTDOOR: Hires Steven Nosek & Yvonne Doose as Counsel DARIN BECK: Hires Ag & Business Legal Strategies as Attorneys DAYBREAK OIL: Incurs $701K Net Loss in Second Quarter DOAKES ENTERPRISES: Hires Bednar Law as Bankruptcy Counsel DON ROSE OIL: Committee Taps DSI as Financial Advisor DOOR TO DOOR STORAGE: Taps Clark Nuber as Accountant EAST MAIN COMPLEX: Interim Cash Use Order Entered ENVIVA PARTNERS: S&P Affirms B+ Corp Credit Rating, Outlook Stable ERIN ENERGY: Dr. Kase Lawal Has 57.7% Equity Stake as of July 5 EUROSTAR LLC: 15% Dividend for Unsecured Creditors Under Plan FANNIE MAE & FREDDIE MAC: Fairholme Seeks High Court Review FOSTER ENTERPRISES: Wants Insurance Premium Financing From Cypress GARLIC'S COVE: U.S. Trustee Unable to Appoint Committee GELTECH SOLUTIONS: Obtains $525K from Sale of Common Shares GIGA-TRONICS INC: Shareholders Elect Five Directors GOODMAN AND DOMINGUEZ: Plan Filing Period Extended Through Oct. 31 HARRINGTON & KING: Taps Rally Capital as Investment Banker HERITAGE GREEN: Hires Togut Segal & Segal as Restructuring Counsel HI-CRUSH PARTNERS: Moody's Hikes CFR to B3; Outlook Stable HJR LLC: Hires Newmark Grubb Pfefferle as Real Estate Broker HOAG URGENT: Hires Force 10 Partners as Financial Advisor HUNTINGTON INGALLS: Fitch Hikes IDR & Unsec. Debt Ratings From BB+ IMPAX LABORATORIES: Moody's Puts B2 CFR Under Review for Upgrade ITUS CORPORATION: Will Sell $24 Million Worth of Securities JEFFREY L. MILLER: Seeks to Hire Soldnow as Auctioneer JIYA CO: Taps Michael Nicolella as Appraiser JIYA CO: U.S. Trustee Unable to Appoint Committee JLC DAYCARE: Taps Tyler Collier as Accountant KNEL ACQUISITION: S&P Affirms 'B' CCR & 1st Lien Loan Ratings LAREDO PETROLEUM: S&P Hikes CCR to 'B+' on Increased Production LAURA ELSHEIMER: Taps Van Dam Law as Legal Counsel LW RETAIL: Hires DelBello Donnellan Weingarten as Attorneys M & J ENERGY: Taps Payroll & Business Solutions as Accountant MAY ARTS: Hires Ciardi Ciardi & Astin as Legal Counsel MCCLATCHY CO: Reports Third Quarter Net Loss of $238.9 Million MCGRAW-HILL GLOBAL: Fitch Affirms B+ IDR; Off CreditWatch MEDAPOINT INC: Taps K&L Gates as Special Counsel MONAKER GROUP: Will File Aug. 31 Form 10-Q Within Grace Period MRI INTERVENTIONS: John Fletcher Appointed to Board of Directors MTN INFRASTRUCTURE: Moody's Assigns B2 Corporate Family Rating NATHAN'S FAMOUS: S&P Affirms B- CCR on Refinancing, Outlook Stable NATIONAL EVENTS: May Obtain $280K Financing From Taly, SLL, Hutton NATIONAL TRUCK: Committee Hires Jones Walker as Counsel NATIONAL TRUCK: Want Premium Financing Pact With First Insurance NEPHROS INC: Expects Over 90% Year-Over-Year Revenue Growth in Q3 NEWPARK RESOURCES: S&P Hikes CCR to B on Improving Credit Metrics NICE CAR: Oct. 25 Hearing on Disclosure Statement OFFICE DEPOT: Moody's Affirms B1 CFR & Revises Outlook to Positive OPTIMA SPECIALTY: Court Confirms Modified Reorganization Plan PACE DIVERSIFIED: Macpherson and NPA Claims Removed in New Plan PACIFIC DRILLING: No Consensus Yet on Debt Restructuring PACKARD SQUARE: Request For OK to Obtain DIP Financing Denied PARETEUM CORP: Amends 10M Shares Prospectus with SEC PERFUMANIA HOLDINGS: No Longer Submits Regulatory Filings to SEC PHOENICIAN MEDICAL: U.S. Trustee Unable to Appoint Committee PINPOINT WAREHOUSING: Case Summary & 20 Top Unsecured Creditors PIONEER NURSERY: U.S. Trustee Forms Five-Member Committee PJ REAL ESTATE: Taps Inkscale Realty's Brandi Hooker as Realtor PRODUCTION PATTERN: Taps Harris Law Practice as Co-Counsel PRODUCTION PATTERN: Taps Minden Lawyers as Legal Counsel R & A PROPERTIES: Taps NAI Optimum as Real Estate Broker R.C.A. RUBBER: Taps Valbridge Property as Appraiser REAL ESTATE BOOK: U.S. Trustee Unable to Appoint Committee RENT-A-WRECK: Exclusive Plan Filing Period Extended Thru Feb. 19 ROCKY MOUNTAIN: Receives $250,000 Financing From GHS Investments ROSETTA GENOMICS: Has Resale Prospectus of 2.2M Ordinary Shares ROYAL FLUSH: Full Payment for Unsecureds with No Interest in 7 Yrs. RUBY TUESDAY: Incurs $9.84 Million Net Loss in First Quarter RUBY TUESDAY: Will be Acquired By NRD Capital for $2.40 Per Share SAN LUIS REGIONAL: S&P Cuts Sr. Lien Revenue Bond Rating to 'D' SCHANTZ MFG: Taps Carmody MacDonald as Legal Counsel SCI DIRECT: Has Final OK to Obtain $250K Financing, Use Cash SEARS HOLDINGS: Bruce Berkowitz Quits as Director SEARS HOLDINGS: Seven Directors Elected by Stockholders SERENITY HOMECARE: Affiliate Taps Keller Williams as Broker SHREE SWAMINARAYAN: Hires Joyce W. Lindauer as Bankr. Counsel SINDESMOS HELLINIKES: Wants Plan Filing Deadline Moved to Oct. 31 SKYLINE EMS: Unsecureds to Recoup 100% Through Monthly Payments SPI ENERGY: Director Roger Dejun Ye Resigns SPI ENERGY: Will Sell 320 Million Ordinary Shares for $33.9M SQUARE ONE: Plan Filing Exclusivity Extended Until November 6 STEMTECH INTERNATIONAL: Seeks Dec. 15 Plan Exclusivity Extension SULLIVAN VINEYARDS: Trustee Taps Thomas Eddy as Consultant SUNIVA INC: May Obtain $3M Additional Financing From Lion, SQN THOMAS NICOL: Hires Broege, Neumann, Fischer & Shaver as Counsel TOWN SPORTS: Stockholders Elected Five Directors TRAVIS RAGSDALE: H-Damani Buying Dallas Property for $1.2 Million TRI STATE TRUCKING: Spartan Mat Blocks Approval of Disclosures TUCSON ONE: U.S. Trustee Unable to Appoint Committee UPPER CUTS: Taps Richard B. Rosenblatt as Legal Counsel US SILICA: Moody's Hikes CFR to B1; Outlook Stable WILLIAM B. LAWTON: Hires Adams and Reese as Legal Counsel WILLIAM B. LAWTON: Seeks to Hire Gray Law as Special Counsel WYNIT DISTRIBUTION: Hires Goldman Sloan Nash as Canadian Counsel [*] B3 Neg. and Lower Corp. Ratings List Down Again in September [*] Law Firms' Claims For $25M in Damages From CFBP Tossed Out [*] Zachary Smith Named to ABI's 2017 40 Under 40 List [^] Recent Small-Dollar & Individual Chapter 11 Filings ********* 101 SAW MILL: Taps Houlihan & O'Malley as Real Estate Broker ------------------------------------------------------------ 101 Saw Mill River Realty Corp. seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire a real estate broker. The Debtor proposes to employ Houlihan & O'Malley Real Estate Services Inc. in connection with the lease of its property located at 101 Saw Mill River Road, Hawthorne, New York. The property will be leased at a monthly rent of $15,000 to $16,000 per month. Houlihan will get a commission of 4% of the gross rent for the first 10 years and 2% thereafter. The firm does not hold any interest adverse to the Debtor or any of its creditors, according to court filings. Houlihan can be reached through: Gerry Houlihan Houlihan & O'Malley Real Estate Services Inc. 133 Parkway Road Bronxville, NY 10708 Tel: 914-620-6432 Fax: 914-337-7713 The Debtor is represented by: Anne J. Penachio, Esq. Penachio Malara, LLP 235 Main Street, Sixth Floor White Plains, NY 10601 Tel: (914) 946-2889 Fax: (914) 946-2882 Email: apenachio@pmlawllp.com Email: FMalara@PMLawLLP.com About 101 Saw Mill River Realty Corp. 101 Saw Mill River Realty Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 17-23278) on August 17, 2017. Michael Casarella, its managing member, signed the petition. 101 Saw Mill River Realty listed its business as a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). It is an affiliate of Hudson Valley Hospitality Group, Inc., which sought bankruptcy protection (Bankr. S.D.N.Y. Case No. 16-23590) on Nov. 11, 2016. The Debtor is equally owned by Michael Casarella and Tom Stratigakis. At the time of the filing, 101 Saw Mill River Realty disclosed that it had estimated assets and liabilities of $1 million to $10 million. Judge Robert D. Drain presides over the case. Penachio Malara, LLP represents the Debtor as bankruptcy counsel. 1098 BLUE HILL: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: 1098 Blue Hill Avenue, LLC 1098 Blue Hill Avenue Boston, MA 02124 Type of Business: Single Asset Real Estate (as defined in U.S.C. Section 101(51B)) Case No.: 17-13836 Chapter 11 Petition Date: October 17, 2017 Court: United States Bankruptcy Court District of Massachusetts (Boston) Judge: Hon. Frank J. Bailey Debtor's Counsel: Gary W. Cruickshank, Esq. LAW OFFICE GARY W. CRUICKSHANK 21 Custom House Street, Suite 920 Boston, MA 02110 Tel: (617) 330-1960 Fax: (617) 330-1970 E-mail: gwc@cruickshank-law.com Estimated Assets: $1 million to 10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Joseph D. Jeudy, manager. Mr. Jeudy sought bankruptcy protection on Nov. 5, 2015 (Bankr. E.D. Mass. Case No. 15-14324), which case was dismissed on April 24, 2017. 1098 Blue Hill Avenue did not file a list of its 20 largest unsecured creditors together with the petition. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/mab17-13836.pdf 424 COUNTRY CLUB: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------------- The Office of the U.S. Trustee on Oct. 17 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of 424 Country Club Road, LP. About 424 Country Club Road Based in Johnstown, Pennsylvania, 424 Country Club Road, LP, filed a Chapter 11 petition (Bankr. W.D. Pa. Case No. 17-70696) on Sept. 18, 2017. The petition was filed as a result of cash flow problems related to a downturn in the golf industry as it relates to the property of the Debtor. The Debtor is represented by Theresa C. Homady, Esq., at Homady & Corcoran, LLC. The Debtor estimated less than $1 million in assets and liabilities. 470 W 42 STREET: Hires Kurtzman Matera as Counsel ------------------------------------------------- 470 W 42 Street Gourmet Food, Inc., d/b/a Treehaus, seeks approval from the United States Bankruptcy Court for the Southern District of New York to hire Kurtzman Matera, P.C. as attorneys. Professional services required of Kurtzman Matera are: (a) give all legal advice with respect to the powers and duties of a debtor in possession in the continued operation of its business and management of its property; (b) take the necessary legal steps to enjoin and stay, until the entry of a final decree, pending actions and proceedings or those actions and proceedings; (c) prepare, on its behalf, all necessary papers including, but not limited to, petitions, answers, orders, reports, memoranda and all other legal papers necessary in the administration of this estate; (d) perform all other legal services which may be necessary; and (e) examine claims filed against the estate to establish the validity of the claims and the amounts due. Kurtzman Matera, P.C. attests that neither the firm nor its professionals have been and are now connected with any party or creditor to the bankruptcy proceedings, and are disinterested persons within the meaning of 11 U.S.C. Sec. 101(14). Kurtzman Matera, P.C. will bill the estate at its normal hourly rate of $525.00 per hour for attorney's time and $200.00 per hour for paralegal's time. Kurtzman Matera, P.C. was paid a retainer of $40,000.00 plus the filing fee of $1,717.00. The Firm can be reached through: Rosemarie E. Matera, Esq. KURTZMAN MATERA, PC 664 Chestnut Ridge Road Spring Valley, NY 10977 Tel: (845) 352-8800 Fax: (845) 352-8865 E-mail: law@kmpclaw.com About 470 W 42 Street Gourmet Food Inc 470 W 42 Street Gourmet Food Inc. (doing business as Treehaus) is a retail food store licensed by New York State Department of Agriculture and Markets. Its substantial assets are located at 470 W. 47th Street, New York, New York 10036. 470 W 42 Street Gourmet Food filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 17-12801) on October 5, 2017. The petition was signed by Michael C. Park, the Debtor's senior manager, president and 60% shareholder. Judge Sean H. Lane presides over the case. Rosemarie E. Matera, Esq. at Kurtzman Matera, P.C. represents the Debtor as counsel. At the time of filing, the Debtor estimates $70,000 in assets and $3.82 million in liabilities. 4L TECHNOLOGIES: Moody's Lowers CFR to B3 & Revises Outlook to Neg. ------------------------------------------------------------------- Moody's Investors Service downgraded its Corporate Family Rating ("CFR") on 4L Technologies Inc. to B3 from B2 and downgraded the Probability of Default Rating ("PDR") to B3-PD from B2-PD. Concurrently, the rating on the company's existing senior secured bank facility, comprised of $718 million in outstanding term loans and an undrawn $65 million revolver, was downgraded to B3 from B2. The ratings action is based principally on uncertainties related to the timing of a stabilization in 4L Tech's business after a multi-year contraction in sales and profitability. Based on these uncertainties, the ratings outlook was concurrently revised to negative from stable. Moody's downgraded the following ratings: Corporate Family Rating, Downgraded to B3 from B2 Probability of Default Rating, Downgraded to B3-PD from B2-PD Senior Secured Revolving Credit Facility expiring 2019, Downgraded to B3(LGD4) from B2(LGD4) Senior Secured Term Loan maturing 2020, Downgraded to B3(LGD4) from B2(LGD4) Outlook revised to Negative from Stable RATINGS RATIONALE The B3 CFR is constrained by 4L Tech.'s elevated debt leverage of nearly 7x (Moody's adjusted) as of June 30, 2017, especially in the context of the business risks related to the company's limited end market focus on remanufacturing and repair services for imaging supplies, wireless devices, and telecom equipment. 4L Tech has experienced progressively deteriorating business trends in the company's core imaging business throughout much of the past 2 years and more recently has been hampered by operational challenges meeting customer demands within its wireless business segment. In the 1H17, revenues have declined by more than 8% from year ago levels with significant erosion in profitability metrics during this period. The rating is also constrained by event risk in the form of any potential loss of key customer contracts within a concentrated client base as well as a high degree of execution risk associated with the ongoing availability and collection of used electronic assets or "raw materials" through diverse channels. Positive ratings consideration is given to 4L Tech.'s leading market position as a provider of remanufactured printer cartridges as well as long term relationships with key customers. Additionally, cost reduction efforts from labor force rationalization and the continued consolidation of the company's manufacturing footprint should drive an improvement in profitability metrics while the possible sale of 4L Tech's telecom equipment business could boost debt repayments. Moody's expects 4L Tech. to maintain an adequate liquidity profile over the next twelve months supported by a cash balance of $66 million as of June 30, 2017 and Moody's projections of modest free cash flow. 4L Tech.'s liquidity is also bolstered by an undrawn $65 million revolving credit facility which matures in 2019, but borrowing capacity is effectively limited to $19 million given the springing covenant currently set at a maximum net leverage ratio of 4.25x (net leverage calculated at 6x at June 30, 2017). The negative outlook reflects continued uncertainties relating to a stabilization in 4L Tech's business, albeit at depressed levels, as the company has been mired in a multi-year contraction in sales and profitability. What Could Change the Rating - Up The ratings could be upgraded if 4L Tech. organically improves it operating performance such that debt to EBITDA is sustained below 5.5x and annual free cash flow generation approaches 10% of debt. An upgrade would also require a much higher level of customer and product segment diversification, as well as commitment to conservative financial policies with regards to shareholder dividends and large, debt funded acquisitions. What Could Change the Rating - Down The ratings could be downgraded if 4L Tech. fails to demonstrate revenue and EBITDA growth, is unable to sustain meaningful free cash flow generation, or fails to materially reduce financial leverage. The principal methodology used in these ratings was Distribution & Supply Chain Services Industry published in December 2015. 4L Tech. collects, remanufactures and distributes laser and inkjet printer cartridges, wireless devices, and telecom equipment through its network of approximately 70 global locations. The company's main customers include leading office product retailers and wireless carriers in the United States. 4L Tech. is majority owned by Golden Gate Private Equity, Inc. ("Golden Gate"). A HELPING HAND TOO: Hires Louis G. Scott as Attorney ---------------------------------------------------- A Helping Hand Too, LLC seeks authorization from the U.S. Bankruptcy Court for the Western District of Louisiana to employ Louis G. Scott, Attorney at Law, as counsel to give the Debtor legal advice with respect to its powers and duties as a debtors-in-possession. The Debtor agrees to pay Mr. Scott at the rate of $100 per hour, with reasonable adjustments to the rate. Louis G. Scott attests that he has no connections with the Debtor, its Creditors or any other party in interest, their respective attorneys and accountants, the U.S. Trustee or any person employed in the office of the U.S. Trustee, that he represents no adverse interest to the debtor, the debtor-in-possession or the debtor's estate with respect to any of the matters upon which he has been engaged and that he is 'disinterested' within the meaning of ll U.S.C. Sections 327 and 11O7(b). The Attorney can be reached through: Louis G. Scott, Esq. ATTORNEY AT LAW 510 Pine Street Monroe, LA 71201 Tel: (318) 323-6107 Fax: (318) 387-9576 About A Helping Hand Too A Helping Hand Too, LLC filed a Chapter 11 bankruptcy petition (Bankr. W.D. La. Case No. 17-31512) on September 12, 2017. The Debtor previously filed a Chapter 11 bankruptcy petition (Bankr. W.D.La. Case No. 16-31376) on September 10, 2016. J. Garland Smith, Esq. at J. Garland Smith & Associates serves as bankruptcy counsel. The Debtor's assets and liabilities are both below $1 million. ABENGOA KANSAS: Taps Drinker Biddle as Co-Counsel ------------------------------------------------- Abengoa Bioenergy Biomass of Kansas LLC seeks approval from the U.S. Bankruptcy Court for the District of Kansas to hire Drinker Biddle & Reath LLP. The firm will serve as co-counsel with Armstrong Teasdale LLP, another firm tapped by the Debtor to be its legal counsel. Drinker Biddle will, among other things, provide legal advice to the Debtor regarding its duties under the Bankruptcy Code; negotiate with creditors; and advise the Debtor with respect to restructuring alternatives, including pursuing confirmation of a Chapter 11 plan. The firm's hourly rates range from $390 to $870 for the services of its attorneys and from $205 to $345 for paraprofessionals. Vincent Slusher, Esq., and Patrick Jackson, Esq., the attorneys who will be handling the case, will charge $870 per hour and $515 per hour, respectively. Mr. Slusher disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Mr. Slusher disclosed that his firm has not agreed to any variations from, or alternatives to, its standard or customary billing arrangements and that it did not represent the Debtor during the 12-month period before the petition date. Mr. Slusher also disclosed that his firm and the Debtor expect to develop a prospective budget and staffing plan. Drinker Biddle can be reached through: Vincent P. Slusher, Esq. Drinker Biddle & Reath LLP 1717 Main Street, Suite 5400 Dallas, TX 75201 Phone: (469) 357-2571 Fax: (469) 327-0860 Email: vince.slusher@dbr.com About Abengoa Bioenergy Biomass of Kansas Three subcontractors asserting disputed state law lien claims against Abengoa Bioenergy Biomass of Kansas, LLC filed on March 23, 2016, an involuntary petition to place the Company in bankruptcy under Chapter 7 of the Bankruptcy Code. The case was converted to a case under Chapter 11 of the Bankruptcy Code (Bankr. D. Kan. Case No. 16-10446) on April 8, 2016. In April 2016, Chief Bankruptcy Judge Robert E. Nugent denied the request of Abengoa Kansas to transfer its case to the Bankruptcy Court for the District of Delaware where cases involving its indirect parent companies and other affiliates are pending. Judge Nugent said the facts and unique circumstances surrounding Abengoa Kansas and its known creditors do not warrant transferring the case. Abengoa Kansas hired Armstrong Teasdale LLP, and DLA Piper LLP (US) as counsel. Petitioning creditor Brahma Group, Inc. is represented by Martin Pringle Oliver Wallace & Bauer. Petitioning creditors CRB Builders LLC and Summit Fire Protection Co. are represented by Horn Aylward & Bandy LLC. The official committee of unsecured creditors is represented in the Kansas bankruptcy case by Baker & Hostetler LLP and Cosgrove, Webb & Oman. On April 14, 2017, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan of liquidation. On July 19, 2017, Drivetrain LLC filed a disclosure statement explaining its proposed plan of liquidation for the Debtor. Drivetrain is the liquidating trustee appointed pursuant to the plans of liquidation approved in the Chapter 11 cases of the Debtor's affiliates in St. Louis, Missouri. ACOSTA GROUP: Seeks to Hire E.P. Bud Kirk as Legal Counsel ---------------------------------------------------------- The Acosta Group, LLC has filed anew an application seeking bankruptcy court permission to employ E.P. Bud Kirk, Esq., as its legal counsel. The U.S. Bankruptcy Court for the Western District of Texas previously denied the Debtor's initial application since it did not disclose that the attorney also represents its sole member Jorge Alberto Acosta in a Chapter 13 case filed in the bankruptcy court. Mr. Kirk will advise the Debtor regarding its duties under the Bankruptcy Code; review its pre-bankruptcy transactions; examine tax claims; and assist in the preparation of a bankruptcy plan. Mr. Kirk will charge an hourly fee of $300. The hourly rate for paralegal services is $90. The Debtor paid the attorney a retainer in the amount of $3,283 prior to the petition date. Mr. Kirk disclosed in a court filing that he does not hold any interest adverse to the Debtor's estate, creditors and equity security holders. Mr. Kirk maintains an office at: E.P. Bud Kirk, Esq. 600 Sunland Park Drive Building Four, Suite 400 El Paso, TX 79912 Phone: (915) 584-3773 Fax: (915) 581-3452 Email: budkirk@aol.com About The Acosta Group LLC The Acosta Group, LLC filed a Chapter 11 bankruptcy petition (Bankr. E.D.Tex. Case No. 17-31416) on September 1, 2017. The Debtor's assets and liabilities are both below $1 million. Judge H. Christopher Mott presides over the case. ALLISON TRANSMISSION: Fitch Affirms 'BB' IDRs; Outlook Stable ------------------------------------------------------------- Fitch Ratings has affirmed the Long-Term Issuer Default Ratings (IDRs) of Allison Transmission Holdings, Inc. (ALSN) and its Allison Transmission, Inc. (ATI) subsidiary at 'BB'. Fitch has also affirmed ATI's secured revolving credit facility and secured B-3 term loan ratings at 'BB+'/'RR1' and ATI's senior unsecured notes rating at 'BB'/'RR4'. Fitch's ratings apply to a $550 million secured revolving credit facility (RCF), a $1.2 billion secured term loan and $1.4 billion in senior unsecured notes. The Rating Outlooks for ALSN and ATI are Stable. KEY RATING DRIVERS The ratings of ALSN and ATI continue to be supported by the company's high margins and strong 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 increase 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 outside North America for the same reasons that automatic transmissions are increasingly used in North America, namely ease-of-use and fuel efficiency. 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 are 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 or off-road equipment demand would pressure ASLN's margins and FCF. Competition in the industry has risen with the increased penetration of automated manual transmissions (AMTs), which poses some further risk to ALSN over the intermediate term. Over the much longer term, the potential introduction of electric trucks, particularly for use in urban areas, could pose a risk as well, although ALSN's experience in manufacturing propulsion systems for hybrid buses gives it an understanding of the technology requirements of electrified powertrains. On the other hand, the potential for driverless long-haul truck platooning using diesel-powered tractors could increase the future market for automatic transmissions in Class 8 linehaul tractors. Platooning experiments are currently underway in several countries. Fitch expects ALSN's EBITDA leverage (debt/Fitch-calculated EBITDA) to run in the low- to mid-3x range over the intermediate term, while FFO adjusted leverage will likely run in the mid- to high-3x range. Both leverage metrics are somewhat elevated for the rating category. EBITDA leverage should run near the lower end of the expected range in the near term, despite higher debt levels, as a result of strengthening demand in several of the company's end markets driving EBITDA higher. However, FFO adjusted leverage could run at the higher end of the range in the near term, as FFO is weighed down somewhat by higher cash taxes. As of June 30, 2017, ALSN's EBITDA leverage was 3.3x, while FFO adjusted leverage was 3.4x. Despite weaker end-market demand in the latter half of 2016, ALSN's profitability has remained very strong by industry standards, with an EBITDA margin of 36.7% in the LTM ended June 30, 2017. ATI's recent issuance of $400 million in senior unsecured notes, with proceeds earmarked for general corporate purposes, increased the company's leverage above the June 30, 2017 level. Pro forma for the incremental debt, EBITDA leverage at June 30, 2017 would have been 3.8x. However, Fitch expects leverage to decline back toward recent historical levels over the near- to intermediate-term. The addition of another series of senior unsecured notes further diversifies ALSN's capital structure. As of June 30, 2017, the company had $205 million outstanding on its revolver, and the company could choose to use a portion of the proceeds from the new notes to repay those borrowings. Although ALSN's leverage is high for its rating category, the effect on its credit profile is mitigated by the company's very strong profitability and FCF generation, which provides ALSN with significant financial flexibility. Fitch expects ALSN to continue producing strong FCF over the intermediate term, with post-dividend FCF margins generally running in the high teens, which is quite strong for a capital goods-related supplier. ALSN's capital spending needs are relatively low, and Fitch expects its capital intensity (capital spending/revenue) to run at about 4% over the intermediate term. Fitch expects the company will deploy much of its post-dividend FCF toward share repurchases, with some further debt reduction, as the company's term loan amortizes. FCF after dividends in the LTM was $416 million, equal to a very strong 21% FCF margin, although as noted, Fitch expects FCF margins to moderate somewhat going forward. Over the past several years, ALSN has begun returning more cash to shareholders through dividends and share repurchases. In November 2016, ALSN's board of directors authorized the company to repurchase up to $1 billion in shares through year-end 2019, and in February 2017, ALSN repurchased the entire stake in the company held by ValueAct Capital for $363 million as part of the $1 billion repurchase authorization. Largely as a result of that block share repurchase, the net amount the company spent on share repurchases in the LTM was $671 million, well above the amount ALSN typically spends on repurchases. The company funded the repurchase of the ValueAct shares with revolver borrowings and cash on hand. Fitch expects that ALSN will continue to target most of its excess cash toward share repurchases, although Fitch also expects the company would pull back on repurchases if it needed to conserve liquidity. ALSN has drawn interest from activist investors over the past several years. As noted above, ValueAct no longer has a stake in the company, and its representative did not stand for re-election at ALSN's last annual meeting. However, Ashe Capital Management continues to hold a 6.6% stake according to ALSN's most recent proxy filing, and the company's shareholders elected a representative of Ashe to the company's board at ALSN's 2017 annual meeting. Although the potential influence of activists is a concern, Fitch does not expect them to drive any significant decisions detrimental to the company's creditors. However, Fitch acknowledges that the repurchase of ValueAct's stake constituted a relatively large use of cash and drove a slight increase in leverage that Fitch views as temporary. ALSN's pension obligations are modest, with an underfunded status of only $4.5 million as of year-end 2016. The company's salaried pension plan was closed to new entrants in 2007, and its hourly plan was closed to new entrants in 2008. Benefits for hourly employees who retired prior to Oct. 2, 2011 are covered under General Motors Company's hourly plan. Fitch does not view ALSN's pension obligations as a meaningful credit risk. ATI's secured revolver and B-3 term loan are rated 'BB+'/'RR1', one notch above ATI's IDR, reflecting Fitch's expectations for outstanding recovery prospects of around 91%-100% 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) composed 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 (bb+*/Stable*), or Meritor, Inc. (B+/Stable), ALSN is smaller, with sales that are less geographically diversified, as nearly 70% of ALSN's revenue is derived in the U.S. That said, its share in many of the U.S. 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. (BB+/Stable) or The Goodyear Tire and Rubber Company (BB/Stable), 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-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. (BBB+/Stable), 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 ratings case for the issuer include: -- Global end-market demand strengthens in 2017, following weak conditions in 2015 and 2016, leading to revenue growth in the mid-teens. -- Beyond 2017, market conditions remain generally favorable, leading to more normalized revenue growth in the low-single- digit range. -- EBITDA margins remain strong through the forecast, at around mid-30%, on higher demand levels, positive pricing and continued cost control. -- The company repays outstanding revolver borrowings by year-end 2017. -- Debt declines over the next several years as the company makes amortization payments on its term loan. -- Capital spending runs at about 4% over the next few years, roughly consistent with historical levels. -- Total dividend spending is flat, assuming that any increases in the dividend rate are offset by a lower share count. -- The company generally maintains a strong cash position, with excess cash used for share repurchases. 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 Fitch-calculated EBITDA 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 secured RCF at June 30, 2017 (prior to its upsizing) after accounting for $205 million in borrowings and $18 million in letters of credit backed by the facility. In September 2017, ALSN upsized the revolver to $550 million from $450 million. 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 significant factor in Fitch's calculation of this metric. 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". Fitch expects this will increase significantly over the intermediate term as the company's consolidated cash balance rises back to historical levels. FULL LIST OF RATING ACTIONS Fitch has affirmed the following ratings with a Stable Outlook: Allison Transmission Holdings, Inc. -- Long-term IDR at 'BB'. Allison Transmission, Inc. -- Long-term IDR at 'BB'; -- Secured revolving credit facility rating at 'BB+/RR1'; -- Secured term loan rating at 'BB+/RR1'; -- Senior unsecured notes rating at 'BB/RR4'. ALLY FINANCIAL: S&P Affirms 'BB+' LT ICR, Outlook Remains Stable ---------------------------------------------------------------- S&P Global Ratings said it affirmed its 'BB+' long-term issuer credit rating on Ally Financial Inc. The outlook remains stable. At the same time, S&P affirmed its 'BB+' senior debt rating, 'BB-' subordinated debt rating, 'B' trust preferred stock rating, and 'B' short-term issuer credit rating. S&P said, "The rating affirmation reflects our view that Ally has maintained its underwriting discipline and market position amid weakening credit conditions in vehicle finance while maintain strong capital adequacy. Ally's consumer auto financing originations were $17.5 billion through the first six months of 2017, compared to $18.4 billion through the first six months of 2016. The decrease was due to lower volume from the General Motors channel, somewhat offset by higher volumes in Chrysler and other channels, and Ally's focus on profitable originations over volume levels. Meanwhile, its average commercial wholesale financing balance was $35.5 billion during the first half of 2017, compared to $31.8 billion during the first half of 2016. The increase was primarily due to higher dealer inventory levels and an increase in the mix of trucks and sport utility vehicles, which have higher average prices than cars. "The stable outlook reflects our expectation that Ally will maintain its market position and disciplined underwriting amid weakening credit conditions in vehicle finance. We expect annualized consumer auto charge-offs to be 1.4%-1.6% and that Ally will maintain a RAC ratio of 10.0%-11.0% "We could consider an upgrade over the next 12-24 months if Ally improves profitability, maintains deposit stability in the face of rising interest rates, and maintains consumer auto net charge-offs of 1.4%-1.6%. Also, we would expect Ally to maintain 18 months coverage of unsecured debt maturities at the holding company with cash and unencumbered highly liquid securities, and to significantly reduce double-leverage. "We could lower the ratings over the next 12-24 months if capital adequacy unexpectedly weakens with a RAC ratio that drops below 10.0%, whether due to capital management actions, growth in risk-weighted assets, rising credit losses, or other factors. We could also lower the ratings if full year net charge-offs rise materially above the expected 1.4%-1.6% of consumer auto average receivables or full-year consolidated net charge-offs rise materially above 1.0%." ALTON BEAN: Wants To Obtain Financing From Transafac Capital ------------------------------------------------------------ Alton Bean Trucking, Inc., seeks permission from the U.S. Bankruptcy Court for the Western District of Arkansas to obtain credit and provide collateral to Transafac Capital, Inc. The Debtor has contracted with Transfac Capital, Inc., to factor the Debtor's business invoices/accounts receivable and provide funding for the Debtor's operations for approximately eight years. In consideration for GTB Transport, Inc.'s continuing as the sole income source for the Debtor, the Debtor provided a first priority security interest in equipment owned by the Debtor to Transfac as security for GTB's agreement with Transfac. The security interest in the equipment was given in the ordinary course of the relationship over a period of approximately six years and prior to the filing of this bankruptcy case. The equipment is not otherwise encumbered and the security interest held by Transfac in that equipment constitutes a first priority security interest. Payments on the debt owed by GTB to Transfac has become delinquent and Alton Bean Trucking has filed this bankruptcy, causing Transfac to become concerned about its collateral position. Based upon the change of cash position of GTB and the Debtor and pursuant to the Agreement, Transfac has ceased factoring receivables as it is contractually allowed. The Debtor and GTB have been unable to meet their minimum operational requirements. Transfac is willing to provide further and adequate funding to the Debtor and GTB, upon conditions. Transfac has requested additional collateral in order to adequately protect its interest under the Agreement. Transfac will provide funding to GTB according to the terms of the agreement with GTB dated Feb. 4, 2016, as amended. In exchange for continued factoring of receivables under the Agreement, the Debtor has offered to provide, and Transfac has agreed to accept as adequate protection and additional collateral securing its pre- and post-petition debts, a first priority security interest in additional equipment subject to court approval. The Additional Equipment is not otherwise encumbered and Transfac would hold a first priority security interest in the Additional Equipment that will secured Tranfac's pre- and post-petition debt arising out of or related to its factoring of receivables under the Agreement. Further, as additional adequate protection, in exchange for continued factoring of receivables under the Agreement, the Debtor has offered to provide, and Transfac has agreed to accept as adequate protection that the Equipment previously pledged to Transfac will secure the post-petition debt of Transfac arising out of or related to the factoring of receivables under the Agreement. For clarity, the pre-petition collateral Equipment of Transfac will serve as collateral for the pre- and post-petition debt, and the post-petition collateral Additional Equipment will serve as collateral for the pre- and post-petition debt. The Debtor further agrees and requests to provide Transfac with a copy of titles for and to the Additional Equipment and execute and deliver all documentation to allow Transfac to perfect, to the extent necessary, its first priority security interest in the Equipment and the Additional Equipment. The automatic stay of 11 U.S.C. Section 362 should be relaxed to allow perfection by Transfac. The Debtor also seeks to reaffirm its guaranty of GTB's debt to Transfac. The Debtor has also agreed not to seek a "cram-down" as to Transfac in a Chapter 11 plan in this or any subsequent Chapter 11 case. The Debtor agrees to negotiate an agreement with Domtar that releases invoices currently held and prevent future holds on Domtar invoices of GTB. The funding provided by Transfac is necessary for the continued operation of the Debtor as it ensures the ongoing operations of GTB; the ongoing operations of GTB are vital for the payment of the Debtor's creditors as GTB represents the sole source of income for the Debtor. No other funding source is available to GTB and therefore to the Debtor. The Debtor warns the Court that without the prompt approval of its request, the operations of the Debtor will cease and limit the assets available to its creditors. A copy of the Debtor's request is available at: http://bankrupt.com/misc/arwb17-72352-17.pdf About Alton Bean Trucking Headquartered in Amity, Arkansas, Alton Bean Trucking, Inc., was founded in 1989. It is engaged in the business of providing trucking transportation services. Alton Bean Trucking filed for Chapter 11 bankruptcy protection (Bankr. W.D. Ark. Case No. 17-72352) on Sept. 20, 2017, estimating its assets and liabilities at between $1 million and $10 million each. The petition was signed by Gary A. Bean, II, president. Judge Ben T. Barry presides over the case. Marc Honey, Esq., at Honey Law Firm, P.A., serves as the Debtor's bankruptcy counsel. AMERICAN APPAREL: Intercreditor Negotiations Delay Plan Completion ------------------------------------------------------------------ APP Winddown LLC, f/k/a American Apparel LLC, and its debtor-affiliates have filed a third motion asking the U.S. Bankruptcy Court for the District of Delaware to extend -- by approximately 90 days -- the periods during which the Debtors have the exclusive right to file and solicit acceptances to a Chapter 11 Plan, to January 18, 2018 and March 14, 2018, respectively. The Debtors tell the Court that they have made substantial progress in the liquidation of their assets and the winding down of their estates. More specifically: (a) On January 12, 2017, the Court entered an order approving the sale of the Debtors' intellectual property and certain wholesale assets to Gildan Activewear, SRL, as well as the Order approving the sale and termination of certain of the Debtors' leases. (b) The Gildan Sale closed on February 8, 2017, and for a period of time thereafter, the Debtors actively provided Gildan with transition services and conducted an extensive invoice reconciliation process to finalize the total purchase price. (c) The Debtors ran store closing sales through the end of April 2017, generating nearly $46 million in proceeds during the period following the closing of the Gildan Sale. The proceeds generated amounted to about $10.5 million more than the Debtors projected at the time of the auction, and about $16 million more than the highest retail liquidation equity bid they received at the auction. At this time, the Debtors have completely exited all of their leased locations -- including their headquarters and manufacturing facilities, distribution center, and retail stores. The Debtors relate that in the months leading up to the filing of the Second Exclusivity Motion, they have disposed of additional assets. Some of these assets, including equipment and their Garden Grove lease, were monetized for the benefit of creditors. In addition, before filing the Second Exclusivity Motion, the Debtors commenced the claims resolution process, setting various claim bar dates and filing eight omnibus claims objections. As early as January 2017, the Debtors tell the Court, they have commenced discussions with their key stakeholders regarding the consensual resolution of these chapter 11 cases. These discussions led to in person meetings among the Debtors and certain of their key stakeholders in April and June of 2017. While the Debtors began the process of drafting a chapter 11 plan of liquidation, the Debtors represent that in July 2017 they learned that their lenders had begun negotiations to resolve their inter-creditor disputes. While the Debtors have prepared working drafts of a chapter 11 plan of liquidation and a disclosure statement, the Debtors assert that they are also awaiting the conclusion of the lender negotiations to finalize those documents, as any consensual plan in these cases will necessarily be influenced by the outcome of the same. The Debtors understand that their lenders are in negotiations around a potential settlement of their intercreditor disputes. As such, the Debtors anticipate that when the Lender negotiations are complete, they will be in a better position to file and confirm, which they hope will be, a consensual plan resolving these cases. By waiting, the Debtors want to avoid the unnecessary cost of finalizing and filing a plan that does not contemplate a settlement, only to amend it if and when a settlement is reached. Thus, the Debtors believe it is in the best interest of their estates and creditors to wait until the lender negotiations are concluded to finalize and file a plan in these cases. Thus, the Debtors seek a brief extension of the Exclusive Periods in order to maintain the status quo and permit the Debtors to seek confirmation of the contemplated plan without the interruption or costs attendant to a competing plan process. The Debtors are hopeful that they ultimately will not require the full extended Exclusive Periods to complete the plan confirmation process, but seek the extension in an abundance of caution in the event of unexpected delays or extended inter-creditor negotiations. About American Apparel American Apparel Inc. was one of the largest apparel manufacturers in North America, employing 4,700 employees across 3 active manufacturing facilities, one distribution facility and approximately 110 retail stores in the United States. American Apparel and its affiliates filed for chapter 11 protection in October 2015, confirmed a fully consensual plan of reorganization in January 2016, and substantially consummated that plan on Feb. 5, 2016. Unfortunately, the business turnaround plan upon which the Debtors' plan of reorganization was premised failed. American Apparel LLC, n/k/a APP Windown, LLC, along with five of its affiliates, again sought bankruptcy protection (Bankr. D. Del. Lead Case No. 16-12551) on Nov. 14, 2016, with a deal to sell the assets. The petitions were signed by Bennett L. Nussbaum, their chief financial officer. As of the bankruptcy filing, the Debtors estimated assets and liabilities in the range of $100 million to $500 million each. As of the Petition Date, the Debtors had outstanding debt in the aggregate principal amount of approximately $215 million under their prepetition credit facility. Additionally, the Debtors have guaranteed one of their United Kingdom subsidiaries' obligations under a $15 million unsecured note due Oct. 15, 2020, court document shows. The Debtors have hired Laura Davis Jones, Esq. and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP as counsel; Erin N. Brady, Esq., Scott J. Greenberg, Esq., and Michael J. Cohen, Esq., at Jones Day as co-counsel; Berkeley Research Group, LLC as financial advisors; Houlihan Lokey as investment banker; and Prime Clerk LLC, as claims and noticing agent. The Official Committee of Unsecured Creditors is represented by lawyers at Bayard P.A. and Cooley LLP. In early 2017, the Debtors succeeded in selling their intellectual property and certain of their wholesale assets to Gildan Activewear SRL for approximately $100 million. The Court approved the Sale on January 12, 2017, and the Sale closed on February 8, 2017. On February 9, 2017, in accordance with the closing of the Sale and the Sale Order, the Debtors filed appropriate documentation to change their names: New Name Former Name -------- ----------- APP Winddown, LLC American Apparel, LLC APP USA Winddown, LLC American Apparel (USA), LLC APP Retail Winddown, Inc. American Apparel Retail, Inc. APP D&F Winddown, Inc. American Apparel Dyeing & Finishing, Inc. APP Knitting Winddown, LLC KCL Knitting, LLC APP Shipping Winddown, Inc. Fresh Air Freight, Inc. AMNEAL PHARMACEUTICALS: Moody's Affirms B1 CFR; Outlook Stable -------------------------------------------------------------- Moody's Investors Service affirmed the ratings of Amneal Pharmaceuticals, LLC, including the B1 Corporate Family Rating (CFR), B1-PD Probability of Default Rating (PDR), and B1 senior secured term loan ratings. This rating action follows the announcement that Amneal will merge with Impax Laboratories, Inc. ("Impax") in an all-stock deal. The rating outlook is stable. The merger is subject to regulatory and shareholder approval and it is expected to close in the first half of 2018. "Despite challenges in the generic drug sector, Amneal's product pipeline is robust and combined with cost synergies, its earnings will grow in 2018. Moody's estimates Amneal's debt to EBITDA at close to increase to around 5 times (from 4.6 times on a standalone basis) before any considerations for synergies. Credit metrics will improve in 2018 from meaningful opportunities for cost synergies in addition to ongoing restructuring activities at Impax. Including first year realized synergies, Moody's believes debt to EBITDA will improve to 4 times in 2018. Rating actions: Amneal Pharmaceuticals, LLC. Ratings affirmed: Corporate Family Rating at B1 Probability of Default Rating at B1-PD Senior secured term loan at B1 (LGD4) The rating outlook is stable. RATINGS RATIONALE The B1 Corporate Family Rating reflects Amneal's moderate size and scale by revenue in the highly competitive generic pharmaceutical industry. The rating is also constrained by the company's significant concentration in the US, and by the volatility and pricing pressure inherent in the generic drug industry. The ratings are supported by Moody's view that Amneal's leverage will moderate, improving to 4 times debt/EBITDA (including 1 year of synergies) by 2018. Leverage will improve through a mix of cost synergies and earnings growth. The ratings are also supported by Amneal's significant manufacturing capacity in the US and India, its diverse dosage-form development and manufacturing capabilities, and in-house active pharmaceutical ingredient (API) production. The company has a significant portfolio of new drugs on file with the FDA and in development that will drive future growth. The ratings are also supported by the company's strong quality track record and good liquidity. The merger will significantly improve Amneal's size and scale, with net revenues exceeding $1.8 billion, and materially diversifying Amneal's standalone product portfolio. It will also benefit from a small, but growing branded business, namely Impax's Rytary, for the treatment of Parkinson's Disease. That said, the company will remain almost entirely concentrated in the US pharmaceutical market, which will continue to face significant pricing pressure. The transaction will be Amneal's largest, and brings significant risk associated with the successful integration of both companies with minimal disruption. The stable outlook reflects Moody's expectation from moderating leverage and a good earnings growth outlook, offset by integration risk and a challenging pricing environment over the next 12 to 18 months. The ratings could be downgraded if Moody's expects adjusted debt to EBITDA to be sustained above 4.5x, meaningful integration challenges arise, or if it faces operating disruptions from supply issues. Moody's could upgrade the ratings if Amneal is expected to maintain adjusted debt to EBITDA below 3.0 times and generate free cash flow to debt of at least 10%. Amneal would also need to demonstrate its ability to offset price pressures with new launches as a combined company. Headquartered in Bridgewater, New Jersey, Amneal Pharmaceuticals, LLC, is a generic pharmaceutical manufacturer with facilities in New York, New Jersey, and India. The company generates most of its revenue in the US, with some presence internationally. Amneal generated $1,034 million in revenue for the twelve months ended June 30, 2017. The company is currently majority owned by its founders and Tarsadia Investments The principal methodology used in these ratings was Pharmaceutical Industry published in June 2017. APPVION INC: Hires Alan D. Holtz of AP Services as CRO ------------------------------------------------------ Appvion, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ AP Services, LLC and designate Alan D. Holtz as the chief restructuring officer nunc pro tunc to October 1, 2017. Services to be rendered by APS and Mr. Holtz are: a. assist in preparing budgets and 13-week cash forecasts and evaluating variances thereto, as required by the Company's lenders; b. assist in communications with, and meeting information needs of the Company's various constituencies, including potential exit lenders; c. assist with the preparation of the statement of financial affairs, schedules and other regular reports required by the Bankruptcy Court, as well as a Disclosure Statement and Plan of Reorganization; d. assist in the design, negotiation and implementation of a restructuring strategy; e. assist in the evaluation of executory contracts, claims and other financial and business areas related to the Company's motions to be filed with the Bankruptcy Court or the Company's response to motions filed by other parties-in-interest; f. provide testimony before the Bankruptcy Court on matters that are within the scope of this engagement and within APS's area of testimonial competencies; and g. assist with other matters as may be requested that fall within APS's expertise and that are mutually agreeable. APS's current standard hourly rates for 2017 are: Managing Director $960 - $1,135 Director $745 - $910 Vice President $550 - $660 Associate $380 - $520 Analyst $135 - $365 Paraprofessional $250 - $270 Alan D. Holtz, Managing Director of AlixPartners, LLP and authorized representative of APS, attests that APS is a "disinterested person" as that term is defined by section 101(14) of the Bankruptcy Code. The CRO can be reached through: Alan D. Holtz AlixPartners LLP 909 Third Avenue, Floor 30 New York, NY 10022 Phone: (646) 746-2497 Mobile: (973) 449-3025 Email: aholtz@alixpartners.com About Appvion, Inc. Appvion, Inc. -- http://www.appvion.com/-- produces thermal, carbonless, security, inkjet, digital specialty, and colored papers. The Company is the largest manufacturer of direct thermal paper in North America. Headquartered in Appleton, Wisconsin, Appvion operates coating and converting plants there and in West Carrollton, Ohio and a pulp and paper mill in Roaring Spring, Pennsylvania. The Company employs approximately 1,400 people and is 100% employee-owned. Appvion, Inc. and five affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-12082) on Oct. 1, 2017. The cases are pending before the Honorable Kevin J. Carey. Appvion Inc. disclosed total assets of $413,430,904 and total liabilities of $714,758,194 as of Aug. 31, 2017. DLA Piper is serving as legal counsel to Appvion, Guggenheim Securities LLC is serving as the Company's investment banker, and Alan Holtz of AlixPartners is serving as the Company's Chief Restructuring Officer. Prime Clerk LLC is the claims and noticing agent. APPVION INC: Hires Guggenheim Securities as Investment Banker ------------------------------------------------------------- Appvion, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Guggenheim Securities, LLC as the Debtors' investment banker. Guggenheim Securities will provide these investment banking services: (a) evaluate from a financial and capital markets point of view of alternative structures and strategies for implementing the Transaction; (b) prepare offering, marketing or other transaction materials concerning the Company and the Transaction for distribution and presentation to the Creditors, Acquirors and/or Investors; (c) develop and implement a marketing plan with respect to the Transaction; (d) identify and solicit, and review proposals received from, the Investors and other prospective Transaction Counterparties; (e) negotiate the Transaction; (f) provide financial advice and assistance to the Company in developing and seeking approval of any Transaction, including a Plan, which may be a plan under Chapter 11 of the Bankruptcy Code confirmed in connection with these cases; (g) participate in hearings before the Court with respect to the matters upon which Guggenheim Securities has provided advice, including, as relevant, coordinating with the Company's legal counsel with respect to testimony in connection therewith; and (h) engage in other matters as may be agreed upon by Guggenheim Securities and the Company in writing during the term of Guggenheim Securities' engagement. The Fee and Expense Structure agreed by the Debtor and Guggenheim Securities states: (a) Monthly Fees. A non-refundable Monthly Fee of $150,000 per month, due and payable on each monthly anniversary of the Engagement Letter during the term thereof, whether or not any Transaction is consummated. (b) Sale Transaction Fee(s). In the event the Company consummates a Sale Transaction or enters into an agreement pursuant to which a Sale Transaction is subsequently consummated, the Company will pay Guggenheim Securities, promptly upon the consummation of any Sale Transaction, a Sale Transaction Fee in an amount equal to $4,500,000. (c) Restructuring Transaction Fee(s). If any Restructuring Transaction is consummated, the Company will pay Guggenheim Securities a Restructuring Transaction Fee in the amount of $4,500,000. (d) Financing Fee(s) -- 225 basis points (2.25%) of the aggregate face amount of any new debt obligations to be issued or raised by the Company in any Debt Financing; 300 basis points (3.00%) of the aggregate face amount of any new debt obligations to be issued or raised by the Company in any Debt Financing that is not covered in the previous fee; plus 500 basis points (5.00%) of the aggregate amount or stated value of any new capital issued or raised by the Company in any Equity Financing; plus other financing fees, underwriting discounts, placement fees or other compensation. Ronen Bojmel, Senior Managing Director at Guggenheim Securities, LLC, attests that his firm is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. Guggenheim Securities can be reached through: Ronen Bojmel Guggenheim Securities, LLC 330 Madison Avenue New York, NY 10017 Phone: 312-977-4560 About Appvion, Inc. Appvion, Inc. -- http://www.appvion.com/-- produces thermal, carbonless, security, inkjet, digital specialty, and colored papers. The Company is the largest manufacturer of direct thermal paper in North America. Headquartered in Appleton, Wisconsin, Appvion operates coating and converting plants there and in West Carrollton, Ohio and a pulp and paper mill in Roaring Spring, Pennsylvania. The Company employs approximately 1,400 people and is 100% employee-owned. On Oct. 1, 2017, Appvion, Inc. and 5 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-12082). The cases are pending before the Honorable Kevin J. Carey. Appvion Inc. disclosed total assets of $413,430,904 and total liabilities of $714,758,194 as of Aug. 31, 2017. DLA Piper is serving as legal counsel to Appvion, Guggenheim Securities LLC is serving as the Company's investment banker, and Alan Holtz of AlixPartners is serving as the Company's Chief Restructuring Officer. Prime Clerk LLC is the claims and noticing agent. AQUILEX INTERMEDIATE: S&P Affirms Then Withdraws 'B' CCR -------------------------------------------------------- S&P Global Ratings affirmed all of its ratings on Deer Park, Texas-based Aquilex Intermediate Holdings LLC, including its 'B' corporate credit rating. S&P said, "At the same time, we withdrew all of our issue-level ratings on Aquilex's debt because it has been fully repaid. "Subsequently, we withdrew our corporate credit rating on Aquilex Intermediate Holdings LLC. "These actions follow the closing of PSC Industrial Outsourcing LP's $488 million acquisition of Aquilex Intermediate Holdings LLC. Following the close of the transaction, we expect Aquilex to be fully integrated with PSC's operations. Aquilex's outstanding debt was fully repaid in conjunction with the acquisition close. Therefore, we subsequently withdrew all of our ratings on the company." ARAMARK: S&P Alters Outlook to Negative, Debt Rating on Watch Neg. ------------------------------------------------------------------ U.S.–based Aramark announced definitive agreements to acquire group purchasing organization (GPO) Avendra for $1.35 billion, and uniform and linen rental company AmeriPride for $1 billion. Aramark will finance both transactions through the issuance of new debt. S&P Global Ratings believes these highly strategic but leveraged acquisitions will weaken Aramark's credit metrics and estimate adjusted debt to EBITDA will increase to about 5x pro forma for the transactions from the mid-3x area at the end of fiscal year 2017. As a result, S&P Global Ratings affirmed its 'BB+' corporate credit rating on Philadelphia-based Aramark and revised the outlook to negative from stable. S&P said, "At the same time, we placed our Aramark issue-level ratings, including our 'BBB-' rating on Aramark's senior secured credit facilities and 'BB+' rating on the senior unsecured notes, on CreditWatch with negative implications. We will resolve the CreditWatch placement once we have greater clarity regarding the funding plans, including the mix of secured and unsecured debt. "Pro forma for the transaction, we estimate total debt outstanding is about $7.6 billion. "Our outlook revision reflects the expected deterioration of Aramark's credit metrics due to its proposed acquisitions of Avendra and AmeriPride, which it will finance primarily with new debt. We estimate pro forma adjusted debt to EBITDA will increase to about 5x compared to our prior forecast for the mid-3x area at the end of fiscal year 2017. We believe these proposed transactions, particularly the Avendra deal, are highly strategic, and should enhance the company's performance once integrated. However, Aramark's core competency does not presently lie in the GPO space. It is possible this adjacent business could expose Aramark to unanticipated risks, notwithstanding the fact that it already has a very small GPO operation." The negative outlook reflects the pro forma credit metric deterioration that will result from the proposed transactions and the inherent integration risks associated with making two large acquisitions and the resulting potential for Aramark to struggle to restore credit ratio near pre-acquisition levels over the next 18-24 months. S&P said, "We could revise the outlook to stable if the company successfully integrates these two acquisitions and realizes cost synergies as planned, and continues to strengthen credit metrics, including improving adjusted debt to EBITDA towards the low- to mid-4x range with a clear path to deleveraging below 4x through a combination of EBITDA growth and debt reduction. An outlook revision to stable also requires our continued belief that the company is committed to its 3.0x-3.5x unadjusted leverage metric. "We could lower the ratings over the next year if there's unexpected operating missteps in the integration, leading to weaker profitability and cash flows and adjusted debt to EBITDA sustained above the mid-4x area. These large transactions could take time to absorb and unexpected integration difficulties could weaken the company's earnings growth and cash flows, possibly delaying deleveraging. Since the GPO segment is an adjacent business that has not been Aramark's core competency, it's possible unanticipated risks could emerge." ARCAPITA BANK: Bahrain Islamic, Tadhamon Can't Dodge Ch 11 Lawsuits ------------------------------------------------------------------- Alex Wolf, writing for Bankruptcy Law360, reports that a New York Bankruptcy Court ruled that Bahrain Islamic Bank and Tadhamon Capital BSC cannot avoid Chapter 11 clawback lawsuits brought by Arcapita Bank BSC's creditors. The parties knowingly availed themselves of the U.S. court system by conducting transactions through domestic accounts, the report says, citing the Court. About Arcapita Bank Arcapita Bank B.S.C., also known as First Islamic Investment Bank B.S.C., along with affiliates, filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 12-11076) in Manhattan on March 19, 2012. The Debtors said they do not have the liquidity necessary to repay a US$1.1 billion syndicated unsecured facility when it comes due on March 28, 2012. Falcon Gas Storage Company, Inc., filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-11790) on April 30, 2012. Falcon Gas is an indirect wholly owned subsidiary of Arcapita that previously owned the natural gas storage business NorTex Gas Storage Company LLC. In early 2010, Alinda Natural Gas Storage I, L.P. (nka Tide Natural Gas Storage I, L.P.), Alinda Natural Gas Storage II, L.P. (nka Tide Natural Gas Storage II, L.P.) acquired the stock of NorTex from Falcon Gas for $515 million. Arcapita guaranteed certain of Falcon Gas' obligations under the NorTex Purchase Agreement. The Debtors tapped Gibson, Dunn & Crutcher LLP as bankruptcy counsel, Linklaters LLP as corporate counsel, Towers & Hamlins LLP as international counsel on Bahrain matters, Hatim S Zu'bi & Partners as Bahrain counsel, KPMG LLP as accountants, Rothschild Inc. and financial advisor, and GCG Inc. as notice and claims agent. Milbank, Tweed, Hadley & McCloy LLP represented the Official Committee of Unsecured Creditors. Houlihan Lokey Capital, Inc., served as its financial advisor and investment banker. Founded in 1996, Arcapita is a global manager of Shari'ah-compliant alternative investments and operates as an investment bank. Arcapita is not a domestic bank licensed in the United States. Arcapita is headquartered in Bahrain and is regulated under an Islamic wholesale banking license issued by the Central Bank of Bahrain. The Arcapita Group employs 268 people and has offices in Atlanta, London, Hong Kong and Singapore in addition to its Bahrain headquarters. The Arcapita Group's principal activities include investing on its own account and providing investment opportunities to third-party investors in conformity with Islamic Shari'ah rules and principles. The Arcapita Group had roughly US$7 billion in assets under management. On a consolidated basis, the Arcapita Group owns assets valued at roughly US$3.06 billion and has liabilities of roughly US$2.55 billion. The Debtors owe US$96.7 million under two secured facilities made available by Standard Chartered Bank. Arcapita explored out-of-court restructuring scenarios but was unable to achieve 100 percent lender consent required to effectuate the terms of an out-of-court restructuring. Subsequent to the Chapter 11 filing, Arcapita Investment Holdings Limited, a wholly owned Debtor subsidiary of Arcapita in the Cayman Islands, issued a summons seeking ancillary relief from the Grand Court of the Cayman Islands with a view to facilitating the Chapter 11 cases. AIHL sought the appointment of Zolfo Cooper as provisional liquidator. As reported in the TCR on Jun 19, 2013, the Bankruptcy Court for the Southern District of New York entered its Findings of Fact, Conclusions of Law, and Order confirming the Second Amended Joint Chapter 11 Plan of Reorganization of Arcapita Bank B.S.C.(c) and Related Debtors with respect to each Debtor other than Falcon Gas Storage Company, Inc. A copy of the Confirmed Second Amended Joint Plan (With First Technical Modifications) is available at: http://bankrupt.com/misc/arcapita.doc1265.pdf The effective date of the Debtors' Second Amended Joint Plan of Reorganization, dated as of June 11, 2013, occurred on Sept. 17, 2013. ART & DENTISTRY: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------- The Office of the U.S. Trustee on Oct. 17 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Art & Dentistry, LLC. About Art & Dentistry, LLC Art & Dentistry, LLC -- http://www.artanddentistry.com-- is a dental services organization with offices in Bethesda, Potomac, Rockville, and Washington DC. The Company's services include family and general dentistry, CEREC one-visit crowns, traditional orthodontics, cosmetic dentistry, invisalign clear braces, porcelain veneers, teeth whitening, dental implants, sedation dentistry and botox cosmetic and juvaderm. Art & Dentistry, LLC, based in Bethesda, Maryland, filed a Chapter 11 petition (Bankr. D. Md. Case No. 17-22579) on Sept. 20, 2017. The Hon. Wendelin I. Lipp presides over the case. David E. Lynn, Esq., at David E. Lynn, P.C., serves as bankruptcy counsel. In its petition, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The petition was signed by Ellen Brodsky, managing member. AURORA DIAGNOSTICS: Incurs $16.2 Million Net Loss in 1st Quarter ---------------------------------------------------------------- Aurora Diagnostics Holdings, LLC, filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $16.19 million on $67.81 million of net revenue for the three months ended March 31, 2017, compared to a net loss of $7.59 million on $68.75 million of net revenue for the three months ended March 31, 2016. As of March 31, 2017, Aurora Diagnostics had $238.9 million in total assets, $474.9 million in total liabilities and a $235.95 million members' deficit. "We require significant cash flow to service our debt obligations, including contingent notes," the Company said in the report. "In addition to servicing our debt, we use cash to make acquisitions, purchase property and equipment and otherwise fund our operations. Cash used to fund our operations excludes the impact of non-cash items, such as the allowance for doubtful accounts, depreciation, impairments of goodwill and other intangible assets, changes in the fair value of the contingent consideration and non-cash stock-based compensation, and is impacted by the timing of our payments of accounts payable and accrued expenses and collections of accounts receivable." As of March 31, 2017, the Company had cash and cash equivalents of $17.4 million and working capital of $11.8 million, and the Company had $14.0 million available under its revolving credit facility. The Company's senior secured credit facility matures on July 14, 2019, but is subject to an accelerated maturity date of Oct. 14, 2017, and will become due in 2017, if more than $2.6 million in aggregate principal amount of our Existing Senior Notes are not refinanced or their maturity is not extended prior to Oct. 14, 2017. A full-text copy of the Form 10-Q is available for free at: https://is.gd/Ji5ZA7 About Aurora Diagnostics Headquartered in Palm Beach Gardens, Florida, Aurora Diagnostics Holdings, LLC, through its subsidiaries, provides physician-based general anatomic and clinical pathology, dermatopathology, molecular diagnostic services and other esoteric testing services to physicians, hospitals, clinical laboratories and surgery centers. The company recognized approximately $260 million in revenue for the 12 months ended June 30, 2013. The company is majority owned by equity sponsors KRG Capital Partners and Summit Partners. Aurora Diagnostics reported a net loss of $29.14 million on $284.03 million of net revenue for the year ended Dec. 31, 2016, compared to a net loss of $83.43 million on $263.74 million of net revenue for the year ended Dec. 31, 2015. * * * In April 2016, Moody's Investors Service downgraded the Corporate Family Rating of Aurora Diagnostics to 'Caa3' from 'Caa2' and the Probability of Default Rating to 'Caa3-PD' from 'Caa2-PD'. The downgrade reflects Moody's heightened expectation that Aurora will pursue some transaction within the next 12 months which the rating agency would consider a default. This could include a transaction which Moody's considers a distressed debt exchange, or a bankruptcy filing. As reported by the TCR on June 12, 2017, S&P Global Ratings lowered its corporate credit rating on Aurora Diagnostic Holdings LLC to 'SD' (selective default) from 'CC'. S&P subsequently withdrew all of its ratings on Aurora and its subsidiary at the company's request. AUTO MASTERS: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Lead Debtor: Auto Masters, LLC 4601 Nolensville Rd Nashville, TN 37211 Type of Business: Auto Masters -- https://driveautomasters.com/ -- is a "Buy Here Pay Here" used car dealer in Nashville that offers financing to customers for the cars they sell. The company has dealership locations in Nashville, Smyrna, Franklin, Hermitage, Madison, Clarksville, West Nashville and Thompson Lane (Nashville). Chapter 11 Petition Date: October 17, 2017 Debtor affiliates that simultaneously filed Chapter 11 petitions: Debtor Case No. ------ -------- Auto Masters, LLC (Lead Case) 17-07036 AMC Finance, LLC 17-07038 America's United Financial, LLC 17-07041 Capital Partners, LLC 17-07042 Auto Masters of Clarksville, LLC 17-07045 Direct Auto Finance, LLC 17-07046 Auto Masters of Franklin, LLC 17-07047 Auto Masters of Hermitage, LLC 17-07048 Auto Masters of Madison, LLC 17-07049 Auto Masters of Nashville, LLC 17-07050 One Source Financial, LLC 17-07051 Auto Master Sales & Services, Inc. 17-07052 Southeast Financial, LLC 17-07053 Auto Masters of Smyrna, LLC 17-07054 Auto Masters of West Nashville, LLC 17-07055 Court: United States Bankruptcy Court Middle District of Tennessee (Nashville) Judge: Hon. Charles M Walker Debtors' Counsel: Griffin S. Dunham, Esq. DUNHAM HILDEBRAND, PLLC 2510 Franklin Pike, Suite 210 Nashville, TN 37204 Tel: 615-933-5850 Fax: 615-777-3765 Email: griffin@dhnashville.com - and - Henry E Hildebrand IV, Esq. DUNHAM HILDEBRAND, PLLC 1704 Charlotte Avenue, Suite 105 Nashville, TN 37203 Tel: 615-933-5851 Fax: 855-510-7142 Email: ned@dhnashville.com - and - Alex R. Payne, Esq. DUNHAM HILDEBRAND, PLLC 1704 Charlotte Avenue, Suite 105 Nashville, TN 37203 Tel: 629-777-6529 Fax: 615-777-3765 Email: alex@dhnashville.com Estimated Assets: $10 million to $50 million Estimated Debt: $50 million to $100 million The petition was signed by Mahan M. Janbakhsh, member. A full-text copy of Auto Masters' Chapter 11 petition is available for free at: http://bankrupt.com/misc/tnmb17-07036.pdf Auto Masters' List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ ABC Birmingham $440 ABC Bowling Green $320 ADESA Birmingham $1,274 ADT $487 AFLAC $788 Burr Forman LLP $24,118 CliftonLarsonAllen LLP $10,910 CS & A INS $6,040 Employers Preferred Ins. Co. $1,785 Fred Pryor Seminars $458 Internal Revenue Service $15,510 Juan Diego Rodriguez $500 LOOMIS $1,588 Manheim Nashville $850 Mark's Mattress Outlet $3,256 Metropolitan Trustee $693 Ovation Finance Commercial Paper $7,400,000 Holdings 2, LLC 805 Las Cimas Pkwy Suite 350 Austin, TX 78746 Symetra Life Insurance Company $222 Tennessee Department of Revenue $92,989 US Bank $385 BARTON FOOD: Hires Gammon Law Office as Special Counsel ------------------------------------------------------- Barton Food Mart, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Texas, Austin Division, to hire Gammon Law Office, PLLC as special counsel for the Debtor. The Debtor proposes to employ GAMMON to pursue appeal of judgment entered in Travis County District Court and defend any actions for possession of the Debtor's real property. Standard rates Gammon charges for its services are: Attorneys $375/hr Sr. Paralegal $175/hr Paralegal $125/hr William Gammon attests that Gammon Law Office is a disinterested person within the meaning of Sections 101(14) and 327 of the Bankruptcy Code. The Counsel can be reached through: William Gammon, Esq. GAMMON LAW OFFICE 1201 Spyglass Drive, Suite 100 Austin, TX 78746, Tel: 512-444-4529 E-mail: billgammon@me.com About Barton Food Mart Based in Austin, Texas, Barton Food Mart, Inc. filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 17-10963) on August 2, 2017. The Debtor estimated less than $1 million in both assets and liabilities. Stephen W. Sather, Esq., at Barron & Newburger, P.C. represents the Debtor as counsel. BCW EXPRESS: Hires Gudeman & Associates as Counsel -------------------------------------------------- BCW Express Delivery Inc., seeks approval from the U.S. Bankruptcy Court for the Eastern District of Michigan, Northern Division, to hire Gudeman & Associates, P.C. as counsel to represent and assist the Debtor in all facets of the reorganization. Hourly rates charged Gudeman & Associates, P.C. are: Edward J. Gudeman $350.00 Brian Rookard $300.00 Ashton J. Briggs (Legal Assistant) $100.00 Rachel Tanner (Legal Assistant) $100.00 Kelly Darr (Legal Assistant) $90.00 Edward J. Gudeman attests that the partners and associates of Gudeman & Associates, P.C. are disinterested pursuant to Sections 101(14) and 101(45) of the Bankruptcy Code and have had no connection with the Debtor-in-Possession, creditors or any other party in interest, their respective attorneys or accountants, the U.S. Trustee or any of their employees. The Counsel can be reached through: Edward J. Gudeman, Esq. Brian A. Rookard, Esq. Gudeman and Associates, P.C. 1026 West 11 Mile Road Royal Oak, MI 48067 Tel: 248-546-2800 Email: ejgudeman@gudemanlaw.com About BCW Express Delivery BCW Express Delivery, Inc., a Michigan corporation, owns several Federal Express routes located geographically from Port Huron to Chesterfield, Michigan. The business is located at 5290 River Rd., East China, MI. BCW Express Delivery filed a Chapter 11 petition (Bankr. E.D. Mich. Case No. 17-52368) on Aug. 31, 2017. The petition was signed by William Channon Worthen, president. At the time of filing, the Debtor estimated less than $50,000 in assets and $100,000 to $500,000 in liabilities. The Debtor is represented by Edward J. Gudeman, Esq., at Gudeman & Associates, P.C. BEAZER HOMES: Fitch Affirms B- IDR & Changes Outlook to Positive ---------------------------------------------------------------- Fitch Ratings affirmed the Issuer Default Rating (IDR) of Beazer Homes USA, Inc.'s (BZH) at 'B-'. Fitch also affirmed BZH's senior secured revolving credit facility at 'BB-/RR1', senior unsecured notes at 'B-/RR4' and junior subordinated notes at 'CCC/RR6'. BZH's Rating Outlook is revised from Stable to Positive. KEY RATING DRIVERS Positive Outlook: BZH's Positive Outlook reflects Fitch's view that the company will meet or exceed Fitch's thresholds for 'B' IDR within the next 12-24 months. In particular, BZH's debt/EBITDA and net debt/capitalization (excluding $100 million of cash) will be 6.6x and around 60% by fiscal year-end 2018, respectively, per Fitch's forecasts. This compares to Fitch's 'B' IDR sensitivities of 8x and 60%, respectively. Fitch's forecast takes into account continued improvement in the housing market and assumes that BZH can execute on their strategy of modest community growth while reducing debt. Deleveraging Strategy: BZH reduced its total debt by almost $200 million since year-end fiscal 2015 and intends to pay down an additional $100 million through fiscal 2018. However, leverage remains elevated with debt/EBITDA at 8.3x and net debt/capitalization (excluding $100 million of cash classified by Fitch as restricted for working capital) at 67%. Fitch expects debt/EBITDA will settle at around 8x and net debt/capitalization around 64% by year-end fiscal 2017. Well-Laddered Debt Maturity Schedule: BZH completed several transactions during the past 12 months that pushed out its debt maturities and lessened refinancing risk relating to debt maturing in 2018 and 2019. The company's next debt maturity is in June 2019, when $96 million of senior notes become due, and then the next major maturity is $500 million in 2022. Focus on Growth After Prioritizing Debt Reduction: BZH has increased investment in land so far this year following lower spending in fiscal 2016 as the company focused on debt reduction. For all of fiscal 2017, Fitch expects BZH's total land and development spending will be meaningfully above the $337 million spent during fiscal 2016. The company is also activating previously mothballed land, which should support community count growth. Modest Geographic Diversity: BZH was the 11th largest homebuilder in 2016 (based on closings) and has active operations in 31 markets in 13 states across the country. The company ranks among the top 10 builders in a number of its metro markets. Exposure to Entry Level: BZH has high exposure to the credit-challenged entry level market, wherein about 60% of its customers are first-time home buyers. The company is expanding its Gathering business (targeting active adult buyers) across its geographic footprint and has accelerated its operational and land investment to support its rollout. DERIVATION SUMMARY BZH's 'B-' IDR reflects the company's thin cushion to absorb a housing downturn relative to peers despite the US housing market being in its sixth year of an upcycle. BZH has weaker credit metrics, particularly higher leverage, than most of its peers, including M/I Homes (B+/Positive) and KB Home (B+/Positive) but is better positioned relative to Hovnanian Enterprises, Inc. (CCC). As of June 30, 2017 net-debt-to-capitalization is 67%, debt-to-EBITDA is 8.3x and inventory-to-debt is 1.2x. Positively, Fitch expects continued positive fundamentals in the housing in the near term. BZH is starting to generate positive FCF, part of which it plans to use to pay down debt ($100 million through FY2018), and the company has healthy liquidity with no major maturities until 2022. Fitch projects net-debt-to-capitalization to decline to 60% by FY2018 and to 56% by FY2019, which is more consistent with a 'B' IDR. As the 11th largest homebuilder in the U.S., BZH delivered 5,419 homes during its FY16. The company is smaller and less geographically diversified than KB Home and Hovnanian but is slightly larger and has better geographic diversification than M/I Homes. While BZH's customer and product focus is diversified, it has heavier weighting to the first time homebuyer segment. KEY ASSUMPTIONS Fitch's key assumptions within its ratings case for the issuer include: -- Total housing starts increase 3% (single-family starts improve 8.5%) in 2017 and 5% (single-family starts advance 7.5%) in 2018; -- Beazer's homebuilding revenues increase 2% in fiscal 2017 and 6% in fiscal 2018; -- Land and development spending in FY17 is nearly 30% higher than the $337 million spent in FY16; -- Beazer generates cash flow from operations of $50 million to $100 million in FY17. RATING SENSITIVITIES Future Developments That May, Individually or Collectively, Lead to Positive Rating Action BZH's ratings are constrained in the intermediate term by weak credit metrics and high leverage. However, positive rating actions may be considered if the recovery in housing is maintained and is meaningfully better than Fitch's current outlook, if BZH shows continuous improvement in credit metrics (including net debt/capitalization below 60%, debt/EBITDA consistently below 8x and interest coverage above 2x), and if the company preserves a healthy liquidity position. Future Developments That May, Individually or Collectively, Lead to Negative Rating Action Fitch may consider negative rating actions if the company's liquidity profile deteriorates considerably or credit metrics deteriorate from current levels, including debt/EBITDA consistently above 10x and interest coverage below 1x. LIQUIDITY BZH ended the June 2017 quarter with $168.4 million of unrestricted cash and $140.1 million of borrowing availability under its $180 million secured revolving credit facility that matures in February 2019. Fitch expects BZH will maintain unrestricted cash and revolver availability of at least $200 million to $250 million in the near to intermediate term. The company's next debt maturity is in June 2019, when $96 million of senior notes become due, and then the next major maturity is $500 million in 2022. FULL LIST OF RATING ACTIONS Fitch has affirmed the following ratings: Beazer Homes USA, Inc. -- IDR at 'B-'; -- Senior secured credit facility at 'BB-/RR1'; -- Senior unsecured notes at 'B-/RR4'; -- Junior subordinated notes at 'CCC/RR6'. The Outlook has been revised to Positive from Stable. BEDROCK HOLDINGS: Hires Kercher PC as Bankruptcy Counsel -------------------------------------------------------- Bedrock Holdings, Inc., seeks authorization from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to employ The Law Office of Kevin K. Kercher, Esq., PC as counsel. The Debtor requires Kercher to: a. provide the Debtor with legal services with respect to their power and duties as Debtor-in-Possession in continuing the management of their assets; b. prepare on behalf of the Debtor necessary Applications, Answers, Orders, Reports, and other legal papers; c. represent the Debtor in any matters involving contests with secured or unsecured creditors; d. assist the Debtor in providing legal services required to negotiate and prepare a plan of reorganization; and e. perform other legal services for the Debtor as are necessary and appropriate herein. Kercher will be paid at these hourly rates: Kevin K. Kercher, Esq. $300 Lorrie Mccans, paralegal $75 Prior to the filing of this case, Kercher have received the sum of $1,700.00 from the Debtor. Kevin K. Kercher, Esq., The Law Office of Kevin K. Kercher, Esq., 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 Debtor and its estates. Kercher may be reached at: Kevin K. Kercher, Esq. The Law Office of Kevin K. Kercher, Esq., PC 881 Third St., Suite #C-2 The Fullerton Bldg. Whitehall, PA 18052 Tel: 610-264-4120 Fax: 610-264-2990 About Bedrock Holdings, Inc. Bedrock Holdings, Inc. filed a Chapter 11 bankruptcy petition (Bankr. E.D.Pa. Case No. 17-16283) on September 14, 2017. Kevin K. Kercher, Esq., at The Law Office of Kevin K. Kercher, Esq., PC serves as bankruptcy counsel. The Debtor's assets and liabilities are both below $1 million. BEST ROAD VIEW: Unsecureds to Get 5% in 5 Annual Installments ------------------------------------------------------------- Best Road View, LLC, filed with the U.S. Bankruptcy Court for the Northern District of New York a disclosure statement describing its plan of reorganization, dated Oct. 10, 2017. Under the plan, general unsecured creditors are classified in Class 4 and will receive a distribution of 5% of their allowed claims to be distributed in five equal annual installments. The Plan will be funded from the ongoing capital contributions of the Debtor's principals to the extent necessary. As with the operations prior to the filing of the petition herein and during the administration of the case, management of the Debtor will be by the managing member, Sergey Petchkevichus. Mr. Petchkevichus will be responsible for the Debtor's ongoing operations and will be the disbursing agent of the Debtor responsible for making all payments to or on behalf of creditors required by this Plan and by the Order approving it. As the plan proposes liquidation of all of Debtor's assets in order to satisfy outstanding claims, the only ongoing costs until such sale are the quarterly fees assessed by the U.S. Trustee's office. All holders of claims will be paid through the proceeds of the sale of Debtor's Property. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/nynb16-11968-1-35.pdf About Best Road View, LLC Best Road View, LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D.N.Y. Case No. 16-11968) on October 28, 2016. The Debtor is represented by Michael Leo Boyle, Esq., at Tully Rinckey PLLC. BRONX MIDTOWN: Taps Shipkevich as Legal Counsel ----------------------------------------------- Bronx Midtown Locksmiths seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to employ Shipkevich PLLC to, among other things, give legal advice regarding its duties under the Bankruptcy Code; assist in its financial transactions; prosecute actions to protect its estate; and assist in the preparation and implementation of a plan of reorganization. The firm's standard hourly rates are: Partners $500 Associates $350 Paralegals $200 Legal Assistants $150 The firm's Cristina M. Lipan, Esq., disclosed in a court filing that she and her firm are "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Cristina M. Lipan, Esq. Shipkevich PLLC 65 Broadway, Suite 508 New York, NY 10006 Phone: (212) 252-3003 Fax: (888) 568-5815 Email: clipan@shipkevich.com About Bronx Midtown Locksmiths Bronx Midtown Locksmiths filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 16-13540) on December 20, 2016. The Debtor's assets and liabilities are both below $1 million. Judge Sean H. Lane presides over the case. BROWNSVILLE BERG: Hires Michael B. Nicolella as Appraiser --------------------------------------------------------- Brownsville Berg Associates, Inc., seeks authorization from the U.S. Bankruptcy Court for the Western District of Pennsylvania to hire Michael B. Nicolella, Certified Broker Appraiser, as appraiser. The Debtor says it is in need of the services of an appraiser to assist in determining the fair market value of the real estate included in its bankruptcy estate. The Debtor intends to retain Michael B. Nicolella as appraiser at the flat rate of $250 per residential real estate appraisal performed. Michael B. Nicolella attests that neither he nor any party with which he has an affiliation represents any interest adverse to the Debtor-in-Possession, its estate or any creditors of its estate and is a "disinterested person" within the meaning of 11 U.S.C. Sec. 101(14). The Appraiser may be reached at: Michael B. Nicolella PO Box 534 Bridgeville, PA 15017 Tel: 412-851-0848 Email: mbn534@hotmail.com About Brownsville Berg Associates Brownsville Berg Associates, Inc. filed a Chapter 11 bankruptcy petition (Bankr. W.D. Pa. Case No. 17-22123) on March 19, 2017. Jeffrey T. Morris, Esq., at Elliott & Davis, PC serves as bankruptcy counsel. The Debtor's assets and liabilities are both below $1 million. C SWANK ENTERPRISES: To Pay Paccar in Full at 5% Over 7 Years ------------------------------------------------------------- C Swank Enterprises, LLC, filed with the U.S. Bankruptcy Court for the Western District of Pennsylvania its latest disclosure statement to accompany its plan of reorganization, dated Oct. 10, 2017. The treatment of several classes has been modified in the latest plan. Class 3 under the latest plan is the secured claim of Paccar Financial. The total secured claims of this creditor are $583,700.76. They will be paid in full over seven years with a fixed interest rate of five 5%. At the option of the Lender to be exercised on or before the Voting Date, the claim will be paid in 5 years with interest at the rate of five 5% per annum. Should the option be exercised, the Lender will agree not to pursue any guarantors of the obligation so long as Plan payments are not in default and not cured as contemplated by the Plan. If payment in full is made under the Plan, upon completion of Plan payments the Lender will agree to reduce its claims against any guarantor to amounts paid under the Plan. Carol Swank will provide the Lender with a consent to entry of judgment on her guaranty. The consent to judgment will provide the Lender with a consent to entry of judgment on her guaranty. The consent to judgment will be held in escrow by counsel for the lender. Upon a Default in Plan payments which is not cured in the time frame contemplated by the Plan, judgment may be entered by the Lender in the amount of the Lenders allowed Secured Claim, less payments made under the Plan. The Troubled Company Reporter previously reported that under the initial plan Class 16 General Unsecured Creditors will be paid in full on the Plan Effective Date with post-confirmation interest. The Debtor believes there are no unsecured creditors. The Debtor cannot operate and fund the plan payments contemplated by the Plan unless it has the right to lease and employ those vehicles and machinery that C. Swank Enterprises, LLC leases to Royal Flush. These entities are related and their success is dependent on each other. A copy of the Latest Disclosure Statement is available at: http://bankrupt.com/misc/pawb16-23451-275.pdf About C Swank Enterprises Headquartered in Apollo, Pennsylvania, C Swank Enterprises, LLC, filed for Chapter 11 bankruptcy protection (Bankr. W.D. Pa. Case No. 16-23451) on Sept. 15, 2016, estimating its assets and liabilities at between $1 million and $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&J ENERGY: Shareholder's Lawyers Say Merger Suit Justify $5M Fee ----------------------------------------------------------------- Vince Sullivan, writing for Bankruptcy Law360, reports that Mark Lebovitch, Esq., at Bernstein Litowitz Berger & Grossmann LLP and other attorneys representing a shareholder of C&J Energy Services Inc. told a Delaware Chancery Court that their efforts in a challenge to the $2.9 billion merger of C&J and Nabors Industries Ltd. justify a $5 million fee award because the lawsuit led to a $250 million cut in the cash paid by C&J in the deal. About C&J Energy C&J Energy Services -- http://www.cjenergy.com/-- is a provider of well construction, well completions, well support and other complementary oilfield services to oil and gas exploration and production companies. As one of the largest completion and production services companies in North America, C&J offers a full, vertically integrated suite of services involved in the entire life cycle of the well, including directional drilling, cementing, hydraulic fracturing, cased-hole wireline, coiled tubing, rig services, fluids management services and other special well site services. C&J operates in most of the major oil and natural gas producing regions of the continental United States and Western Canada. C&J Energy Services Ltd. and 14 of its subsidiaries each filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 16-33590) on July 20, 2016. The Debtors' cases are pending before Judge David R. Jones. The law firms Loeb & Loeb LLP, Kirkland & Ellis LLP serve as the Debtors' counsel. Fried, Frank, Harris, Shriver & Jacobson LLP acts as special corporate and tax counsel to the Debtors. Investment bank Evercore is the Debtors' financial advisor, and AlixPartners is the Debtors' restructuring advisor. Ernst & Young Inc. is the proposed information officer for the Canadian proceedings. Donlin, Recano & Company, Inc., serves as the claims, noticing and balloting agent. U.S. Trustee Judy A. Robbins appointed five creditors to serve on an Official Committee of Unsecured Creditors in the Chapter 11 case of CJ Holding Co., et al. The Committee hired Greenberg Traurig, LLP, as counsel for the Committee, Conway MacKenzie, Inc., to serve as its financial advisor, Carl Marks Advisory Group LLC as investment banker. CACI INTERNATIONAL: Moody's Affirms Ba2 CFR; Outlook Stable ----------------------------------------------------------- Moody's Investors Service has affirmed all debt ratings of CACI International, Inc. ("CACI", including the Ba2 senior secured and Corporate Family Rating, and upgraded the speculative grade liquidity rating to SGL-2 from SGL-3, denoting a good liquidity profile. The rating outlook is stable. RATINGS RATIONALE CACI's Ba2 ratings incorporate credit metrics that are in line with other companies also at the Ba2 rating level, and the favorable characteristics of its business model including competitive labor, strong bid qualifications, and a broadening range of national security related service contracts. The company's historically strong task execution record, investment of free cash flow in acquisitions and success at integrating those investments is helping CACI evolve as the defense service sector consolidates. Debt to EBITDA of 3.4x and FCF to debt 16% at June 2017, are improved from 4.2x and 12%, respectively pro forma for the L-3 NSS acquisition that closed February 2016. Moody's anticipates that CACI is likely to increase leverage somewhat in the near future should acquisition opportunities emerge, although limiting debt to EBITDA to the mid-4x. While high for the rating level, CACI does not pay a common dividend and generates solid free cash flow which Moody's expects at about $250 million over the next year. Further, Moody's believes CACI will use equity for a large acquisition so as to maintain the publicly stated leverage targets. Revenues slightly contracted for the 2017 fiscal year. While better than the 3%-4% contraction Moody's expected, revenue will likely remain at around the $4.3 billion to $4.4 billion level until backlog expands more decidedly. Moody's expects that defense service outlays should rise in the low single digit percentage level over the 2018-2019 period, potentially higher depending on US defense budget negotiations. CACI will benefit from that trend, in Moody's view. Consolidation is producing more formidable competition but CACI's seasoned business development organization and expanding capabilities should enable it to grow with the industry. CACI's repayment of revolver borrowing over the fiscal year ended June 30, 2017 increased availability under the $850 million facility to around $580 million, which also improved the covenant headroom. Although the company typically holds only a minimal cash balance and a significant amount of borrowing still exists under the revolving line, around $250 million of free cash flow should be generated near-term, well exceeding scheduled term loan amortization and permitting another $175 million to $200 million of revolver pay-down, should CACI not undertake an acquisition. CACI has a single class of debt, which include term loans and a revolving line of credit (expiring in 2020), which are secured by substantially all of the company's assets. As a result, the Ba2 rating on secured debt is the same as the corporate family rating. The stable rating outlook considers a balanced financial policy, an improving defense sector demand, and the service business model's good cash flow characteristic. The stable rating outlook acknowledges CACI's conservative judgment with respect to acquisition valuation multiples paid. Despite a 16% decline in US federal national defense outlays over 2011-2016, CACI has not impaired goodwill. The rating could be upgraded if Moody's expects debt to EBITDA at 3x or less with free cash flow to debt of 15% or higher, along with sustained good liquidity and a stable or growing organic revenue base. The ratings could be downgraded with debt to EBITDA sustained at or above 4x, free cash flow to debt below 10%, liquidity profile weakening or if free cash flow is expected to be less than $100 million and weakening further. Upgrades: Issuer: CACI International, Inc. -- Speculative Grade Liquidity Rating, Upgraded to SGL-2 from SGL-3 Outlook Actions: Issuer: CACI International, Inc. -- Outlook, Remains Stable Affirmations: Issuer: CACI International, Inc. -- Probability of Default Rating, Affirmed Ba2-PD -- Corporate Family Rating, Affirmed Ba2 -- Senior Secured Bank Credit Facility, Affirmed Ba2 (LGD3) CACI International Inc., based in Arlington, VA, provides information technology services and solutions for the US Department of Defense, federal civilian agencies, and the Government of the United Kingdom. Revenues in the fiscal year ended June 30, 2017 were $4.4 billion. The principal methodology used in these ratings was Global Aerospace and Defense Industry published in April 2014. CADIZ INC: BLM Finds Water Project is Within Railroad Right-of-Way ------------------------------------------------------------------ The United States Bureau of Land Management has issued a letter to Cadiz Inc., the Santa Margarita Water District and the Arizona & California Railroad finding that the Cadiz Water Project's proposed use of the existing ARZC right-of-way to construct a pipeline and related railroad improvements "furthers railroad purposes" and concluding that the Project is within the scope of the original right-of-way grant. The BLM Letter also formally rescinds the agency's controversial and widely criticized October 2015 evaluation of the Project's proposed ARZC right-of-way use, an evaluation that sought to keep the Project from utilizing this sensible corridor. As a result, no further federal permits and authorizations are required for Project construction within the ARZC railroad right-of-way. "The company is very pleased to receive this letter from the BLM regarding the Project's proposed use of the railroad right-of-way," said Scott Slater, Cadiz president and CEO. "We have long maintained that the 2015 evaluation by BLM was wrong on the law, wrong on the facts and inconsistent with the policy driving co-location of infrastructure in existing rights-of-way to minimize project footprints and environmental harm." Slater continued "We are grateful for the determined bi-partisan Congressional effort that sought a deeper, fair and unbiased review of the Project's proposed use of the right-of-way by BLM and are tremendously satisfied to finally have this matter resolved." The BLM Letter follows multiple requests from bi-partisan congressional representatives and a broad coalition of national labor organizations, water districts, railroads, rural communities, farmers and numerous stakeholders that have urged congressional action to clarify the scope of railroad rights-of-way over federal lands and criticized BLM's October 2015 evaluation of the Cadiz Water Project for its lack of consistency with historic policy encouraging co-location of infrastructure in railroad rights-of-way. The October 2015 evaluation not only impeded the Cadiz Water Project, but also set a troubling precedent for thousands of miles of existing uses of railroad rights-of-way in the West. BLM revisited the October 2015 evaluation relying on a recently issued Memorandum Opinion by the US Department of the Interior Solicitor's Office and recent case law and concluded that "authorizing the proposed activity falls within the scope of rights granted to the Arizona and California Railroad (ARZC) under the General Railroad Right-of-Way Act of March 3, 1875 (1875 Act), and therefore does not require authorization by BLM." The BLM Letter also separately finds that the Project furthers railroad purposes, following a factual review of the railroad benefits of the Project: "As the railroad itself describes, these component elements of the Cadiz project all provide critical benefits to the railroad that facilitate elements of its operations. Accordingly, consistent with the incidental use doctrine, the benefits associated with the Cadiz Project further a railroad purpose." A full-text copy of the Letter is available for free at: https://is.gd/WymZ8p With the receipt of this definitive determination by the BLM, the Company will now turn its attention to final engineering design, contract arrangements with its participating agencies and a conveyance agreement with the Metropolitan Water District of Southern California in accordance with applicable law. The BLM Letter arrives following interaction over nearly a decade with the US Department of the Interior regarding the proposed use of the ARZC to co-locate the Project's conveyance pipeline while constructing necessary and related improvements for the railroad. In 2008, Cadiz entered a 99-year lease with the ARZC to utilize the right-of-way for the Project's water pipeline and also agreed to provide necessary railroad improvements. In January 2009, DOI determined that the Project could proceed within the right-of-way without additional federal permits and was within the scope of the ARZC right-of-way. BLM policies and appropriations language authored by Sen. Dianne Feinstein (D-CA) subsequently created a unique requirement for the Project to demonstrate that it "further railroad purposes, at least in part," and was therefore within the scope of the right-of-way. In response to submittals offered by Cadiz, SMWD and ARZC over several years, the former Director of the BLM California office mailed a letter to Cadiz in October 2015, which reversed DOI's January 2009 opinion, rejected the judgement of the railroad as to critical railroad benefits, and concluded that the Project was outside the scope of the right-of-way. BLM California reached this conclusion even though elements of the Project furthered railroad purposes. To reach its conclusions, the October 2015 evaluation applied a new standard that the pipeline and railroad benefits must "originate" from a railroad purpose. This new standard, however, was inconsistent with the then-applicable Memorandum Opinion, controlling law, and evaluations for existing infrastructure within the thousands of miles of railroad rights of way throughout the West. Consequently, the 2015 evaluation clouded thousands of third party rights and railroad uses within railroad rights-of-way in the Western United States. If the 2015 evaluation were universally applied, other third party uses could require retroactive and future supplemental permitting from the federal government, despite more than 100 years of historic practice to the contrary in the West. Almost immediately following BLM's controversial 2015 evaluation it was subject to bi-partisan criticism and heightened scrutiny by lawmakers. Subsequent responses by the BLM to Freedom of Information Act ("FOIA") requests revealed that BLM officials who reviewed the Project may have been biased in their analysis and communicated details on the timing and outcome of the review to people with ties to the Wall Street investment community. In 2016, the US Department of the Interior Inspector General and the US House Oversight Committee launched investigations into the activities of third parties and conduct of the BLM, but have not yet issued their findings. The Company continues to look forward to the conclusion of those investigations. About the Cadiz Water Project The Cadiz Valley Water Conservation, Recovery and Storage Project is an innovative, California water project that will create a new water supply for approximately 400,000 people by conserving renewable groundwater presently lost to evaporation at the base of a vast Mojave Desert watershed. The Project is a public–private partnership between Cadiz Inc., the largest private landowner in the area, and public water providers in Southern California to provide a new, reliable water supply of 50,000 acre-feet per year for 50 years across the region without harm to the environment. Operations will be governed by an extensive, state-of-the-art groundwater management plan imposed and enforced by San Bernardino County. The Project has been extensively studied, publicly-reviewed and approved under California's stringent environmental laws and the Project's permits have been upheld in California's court system. In addition to adding a new reliable water supply in Southern California, Project construction is expected to create and support thousands of jobs and generate close to $1 Billion in economic activity. Over the long-term, the Project will create $6 billion in savings for water users throughout Southern California. About Cadiz Founded in 1983, Cadiz Inc. -- http://www.cadizinc.com/-- is a publicly-held renewable resources company that owns 70 square miles of property with significant water resources in Southern California. The Company maintains an organic agricultural development in the Cadiz Valley of eastern San Bernardino County, California and is partnering with public water agencies to implement the Cadiz Water Project, which over two phases will create a new water supply for approximately 400,000 people and make available up to 1 million acre-feet of new groundwater storage capacity for the region. Cadiz abides by a wide-ranging "Green Compact" focused on environmental conservation and sustainable practices to manage its land, water and agricultural resources. Cadiz reported a net loss and comprehensive loss of $26.33 million on $412,000 of total revenues for the year ended Dec. 31, 2016, compared to a net loss and comprehensive loss of $24.01 million on $304,000 of total revenues for the year ended Dec. 31, 2015. As of June 30, 2017, the Company had $72.21 million in total assets, $142.9 million in total liabilities and a total stockholders' deficit of $70.66 million. CAESARS ENTERTAINMENT: Moody's Gives Ba3-PD Prob. of Default Rating ------------------------------------------------------------------- Moody's Investors Service removed the provisional designation on the ratings of Caesars Entertainment Operating Company, LLC (CEOC), including a Corporate Family rating of Ba3, a Ba3 on both the $1,235 million 7-year secured term loan, and $200 million 5-year revolving credit facility. Moody's also assigned a Ba3-PD Probability of Default rating. The outlook is stable. The actions follows the company's October 6, 2017 announcement that is has emerged from Chapter 11 proceedings. The provisional ratings were assigned in March 2017 pending the company's emergence from bankruptcy. Assignments: Issuer: Caesars Entertainment Op. Co. LLC -- Corporate Family Rating, Assigned Ba3 -- Probability of Default Ratings, Assigned Ba3-PD -- Senior Secured Bank Credit Facility, Assigned Ba3 (LGD4 from LGD3) Outlook Actions: Issuer: Caesars Entertainment Op. Co. LLC -- Outlook, Maintained at Stable RATINGS RATIONALE The Ba3 Corporate Family Rating reflects CEOC's large scale of operations in terms of revenues and number of properties operated, a high level of geographic diversification relative to its regional gaming peers, improving profitability, and ability to generate free cash flow after capital spending and mandatory debt amortization. The ratings consider an improved governance structure and elimination of control by the original LBO sponsors. Additionally, CEOC will benefit over time from its relationship with a newly formed real estate investment trust ("REIT"). The ratings consider the company's high financial leverage (pro-forma lease adjusted debt/EBITDAR is 8.5x based upon the reported capitalized master lease obligation of $8.3 billion or 5.8x based upon the capitalized master lease at 8x rent). CEOC will generate sufficient cash flow to support investment spending needs. Over the next 12-18 months, it is likely that New CEOC's lease adjusted debt/EBITDAR will decline to approximately 5.7x (with master lease capitalized at 8x rent) due to EBITDA growth and debt reduction. The fixed charge coverage (defined as (EBITDAR/(interest+rent)) will remain around 1.5x. While this coverage is healthy, the fixed nature of CEOC's contracted lease payments to the REIT reduces the company's operating flexibility and in turn, increases its earnings volatility if revenues decline significantly. CEOC is wholly owned by Caesars Entertainment Corporation ("CEC"). CEOC will operate 18 domestic casino resorts pursuant to two 15-year triple net master leases with a newly formed real estate investment trust ("REIT"). New CEOC will also own and operate one domestic casino, nine international properties and manage another seven resorts on behalf of third party owners. The stable rating outlook reflects Moody's views that gaming industry revenues will increase between 1%-2% with a greater flow through to earning. Ratings could be considered for an upgrade, if the fixed charge coverage ratio increases above 2.0x and lease-adjusted debt/EBITDAR drops below 5.0x based upon capitalizing the master lease at $5.1 billion (8x rent). Additionally, a rating upgrade would require limited reliance on CEOC to service CEC's convertible notes and for the company to have good liquidity. Ratings could be downgraded if gaming industry revenues show signs of sustained deterioration, if EBITDAR/Interest+rent is sustained below 1.4x or if lease-adjusted debt/EBITDAR rises above 6.2x (based on capitalizing the master lease at 8x rent). Ratings could also be downgraded if CEC relies on CEOC to a material degree to support debt service on the convert. The principal methodology used in these ratings was Global Gaming Industry published in June 2014. CAPITOL STATION 65: Seeks to Hire DSI as Consultant --------------------------------------------------- Capitol Station 65, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of California to hire Development Specialists, Inc. as its consultant. The firm will provide an analysis of the interest rates proposed in the joint Chapter 11 plan of reorganization filed by the Debtor and its affiliates. DSI does not represent any interest adverse to the Debtor or its estate, according to court filings. The firm can be reached through: Eric J. Held Development Specialists Inc. Wells Fargo Center 333 South Grand Avenue, Suite 4070 Los Angeles, CA 90071 Tel: 213-617-2717 Fax: 213-617-2718 Email: info@dsi.biz About Capitol Station 65 LLC Capitol Station 65 LLC, Capitol Station Holdings LLC, Capitol Station Member LLC, and Township Nine Owners LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Cal. Case Nos. 17-23627 to 17-23630) on May 30, 2017. Suneet Singal, its chief executive officer, signed the petitions. At the time of the filing, the Debtors estimated their assets at $50 million to $100 million and debts at $10 million to $50 million. Judge Christopher D. Jaime presides over the cases. Nuti Hart LLP is the Debtors' legal counsel. On July 20, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The Committee hired Felderstein Fitzgerald Willoughby & Pascuzzi LLP, as counsel. On August 28, 2017, the Debtors filed a disclosure statement, which explains their proposed joint Chapter 11 plan of reorganization. CAPITOL STATION 65: Taps Cunningham Engineering as Consultant ------------------------------------------------------------- Capitol Station 65, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of California to hire Cunningham Engineering Corporation as its consultant. The firm will provide these services with respect to the Debtor's real property and related assets: (a) visit the T9 site to observe the general extent of infrastructure installed to-date, review T9 Tentative Map, Phasing Plan and Infrastructure Improvement Plans to verify infrastructure quantities; (b) review the material quantities in the infrastructure cost estimates and any adjustments to obtain total hard and soft costs and discern whether the unit prices appear generally reasonable; (c) prepare a written opinion as to the findings; and (d) attend additional meetings and depositions, if and as required. Cunningham does not represent any interest adverse to the Debtor or its estate, according to court filings. The firm can be reached through: Charles W. Cunningham Cunningham Engineering Corporation 2940 Spafford Street, Suite 200 Davis, CA 95618 Phone: 1-530-758-2026 Fax: 1-530-758-2066 Email: chuck@cecwest.com About Capitol Station 65 LLC Capitol Station 65 LLC, Capitol Station Holdings LLC, Capitol Station Member LLC, and Township Nine Owners LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Cal. Case Nos. 17-23627 to 17-23630) on May 30, 2017. Suneet Singal, its chief executive officer, signed the petitions. At the time of the filing, the Debtors estimated their assets at $50 million to $100 million and debts at $10 million to $50 million. Judge Christopher D. Jaime presides over the cases. Nuti Hart LLP is the Debtors' legal counsel. On July 20, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee hired Felderstein Fitzgerald Willoughby & Pascuzzi LLP, as counsel. On August 28, 2017, the Debtors filed a disclosure statement, which explains their proposed joint Chapter 11 plan of reorganization. CAPITOL STATION 65: Taps John Burns Real Estate as Consultant ------------------------------------------------------------- Capitol Station 65, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of California to hire John Burns Real Estate Consulting, LLC as its consultant. The firm will consult with the Debtor's counsel regarding the desirability of the Township Nine project to builders, the strength of the relevant for-sale and rental residential markets, and market trends in Sacramento and its immediate surrounding area. John Burns does not represent any interest adverse to the Debtor or its estate, according to court filings. The firm can be reached through: Dean Wehrli John Burns Real Estate Consulting, LLC 16485 Laguna Canyon Road, Suite 130 Irvine, CA 92618 Phone: 1-949-870-1200 About Capitol Station 65 LLC Capitol Station 65 LLC, Capitol Station Holdings LLC, Capitol Station Member LLC, and Township Nine Owners LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Cal. Case Nos. 17-23627 to 17-23630) on May 30, 2017. Suneet Singal, its chief executive officer, signed the petitions. At the time of the filing, the Debtors estimated their assets at $50 million to $100 million and debts at $10 million to $50 million. Judge Christopher D. Jaime presides over the cases. Nuti Hart LLP is the Debtors' legal counsel. On July 20, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The Committee hired Felderstein Fitzgerald Willoughby & Pascuzzi LLP, as counsel. On August 28, 2017, the Debtors filed a disclosure statement, which explains their proposed joint Chapter 11 plan of reorganization. CAPTAIN TRANSPORT: Taps Lamey Law Firm as Legal Counsel ------------------------------------------------------- Captain Transport & Recovery, Inc. and Northland Recovery Bureau, Inc. seek approval from the U.S. Bankruptcy Court for the District of Minnesota to hire legal counsel. The Debtors propose to employ Lamey Law Firm, P.A. to, among other things, give legal advice regarding their duties under the Bankruptcy Code and provide other legal services related to their Chapter 11 cases. The firm's hourly rates are: John Lamey III $335 Associate Attorneys $250 Contract Attorneys $250 Law Clerks $150 Paralegals $130 Lamey Law received a retainer of $11,717 from the Debtors for pre-filing and post-filing legal services. John Lamey III, Esq., disclosed in a court filing that his firm does not have connection with any of the Debtors' creditors. The firm can be reached through: John D. Lamey III Lamey Law Firm, P.A. 980 Inwood Avenue North Oakdale, MN 55128 Tel: 651-209-3550 Email: bankrupt@lameylaw.com Email: jlamey@lameylaw.com About Captain Transport & Recovery Inc. Captain Transport & Recovery, Inc. is a privately held transportation company in Burnsville, Minnesota, that provides cargo loading and unloading services. The company, a small business debtor as defined in 11 U.S.C. Section 101(51D), is the fee simple owner of a real property located at 1800 Highway 13 W., Burnsville, Minnesota, valued at $1.2 million. The company posted gross revenue of $925,880 in 2016 and gross revenue of $883,637 in 2015. Captain Transport and its affiliate and Northland Recovery Bureau, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Minn. Case Nos. 17-33195 and 17-33196) on October 9, 2017. Kayihan Seran, president and CEO, signed the petitions. At the time of the filing, Captain Transport disclosed $1.53 million in assets and $1.88 million in liabilities. Northland disclosed that it had estimated assets and liabilities of less than $50,000. CENTORBI LLC: Unsecureds to be Paid $2.5K Quarterly Under New Plan ------------------------------------------------------------------ Centorbi, LLC filed with the U.S. Bankruptcy Court for the Eastern District of Missouri a combined first amended disclosure statement and plan of reorganization, dated Oct. 10, 2017. This latest filing states that the Debtor has since moved its operations from the Real Estate to a new, more cost-effective facility that Debtor estimates will save it approximately $20,000 per year. Debtor believes that its future revenues along with the reorganization contemplated by this Plan will allow for its operations to continue long term. It also provides that Debtor Centorbi Custom Cabinetry, Inc. will seek dismissal of its bankruptcy case as it no longer has any assets or operations. The treatment of Class 9 unsecured claimants also has some minor modifications. It now proposes that this class will receive their Pro Rata share of $50,000 to be distributed in the form of equal quarterly payments for 5 years of $2,500 per quarter. The initial version of the plan only stated that this class will receive their Pro Rata share of $50,000 to be distributed in the form of quarterly payments for 5 years. Class 10 now consists of the secured claim of Mercedes-Benz Financial Services USA LLC. Mercedes’ Secured Claim is allowed in the amount of $6,718.61 less any and all payments made by Debtor to Mercedes after the Petition Date. The liens of Mercedes will continue unimpaired. The Debtor will continue to make monthly payments to Mercedes until the Allowed Secured Claim of Mercedes is paid in full. Any deficiency balance after said payments will be treated as a Class 9 General Unsecured Claim. Class 10 previously consisted of the general unsecured creditors of Centorbi Custom. A full-text copy of the First Amended Disclosure Statement is available at: http://bankrupt.com/misc/moeb16-47459-108.pdf About Centorbi, LLC Centorbi LLC and Centorbi Custom Cabinetry, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mo. Lead Case No. 16-47459) on Oct. 14, 2016. The petitions were signed by Derek T. Centorbi, authorized member. The cases are assigned to Judge Kathy A. Surratt-States. At the time of the filing, Centorbi LLC estimated its assets and liabilities at $1 million to $10 million. Centorbi Custom estimated assets of less than $1 million. CHINA COMMERCIAL: Yang Jie Has 22.5% Equity Stake as of July 17 --------------------------------------------------------------- In a Schedule 13D/A filed with the Securities and Exchange Commission, these reporting persons disclosed beneficial ownership of shares of common stock of China Commercial Credit, Inc. as of July 17, 2017: Shares Percentage Beneficially of Reporting Person Owned Shares ---------------- ------------ ---------- Yang Jie 4,292,656 22.5% Xiaohuan Huang 3,472,756 18.2% Daqin International Business HK Ltd 819,900 4.3% The percentages are calculated on the basis of 19,070,915 shares of common stock outstanding as of Oct. 12, 2017. Yang Jie is a citizen of the People's Republic of China with the address situated at 81A Hampshire Rd, Great Neck, NY 11023. Mr. Jie serves as the VP of finance of the Company as well as general manager of the Company's representative office in New York, U.S. He is also an active securities and commodities investor. Xiaohuan Huang is a citizen of the People's Republic of China with the address situated at 81A Hampshire Rd, Great Neck, NY 11023. She is a housewife. Daqin International Business HK Limited, a limited company incorporated in Hong Kong, with the business address at Unit 1005, Tower A, New Mandarin Plaza, 14 Science Museum Road, Tsim Sha Tsui, Hong Kong. On Sept. 29, 2017, Mr. Jie purchased 452,486 shares of the Issuer's common stock and a warrant to purchase 158,370 shares of the Issuer's common stock with an initial exercise price of $2.26 per share for an aggregate purchase price of $819,000 pursuant to certain securities purchase agreement dated Sept. 27, 2017. On Sept. 6, 2017, Ms. Huang purchased 30,000 shares of the common stock of the Issuer in open market at the price at $2.59 per share. On July 17, 2017, Daqin acquired 30,510 shares of the common stock of the Issuer in a private transaction in consideration of cancellation of debt of $77,000 owed to Daqin by Zheng Yang pursuant to certain Share Transfer Agreement between Zheng Yang and Daqin. On July 17, 2017, Daqin acquired 193,950 shares of the common stock of the Issuer in a private transaction in consideration of cancellation of debt of $470,000 owed to Daqin by Shixian Wu pursuant to certain Share Transfer Agreement between Shixian Wu and Daqin. On July 17, 2017, Daqin acquired 567,720 shares of the common stock of the Issuer in a private transaction in consideration of cancellation of debt of $1,135,000 owed to Daqin by Suzhou Juntu Textile Co., Ltd pursuant to certain Share Transfer Agreement between Suzhou Juntu Textile Co., Ltd. and Daqin. On July 17, 2017, Daqin acquired 27,720 shares of the common stock of the Issuer in a private transaction in consideration of cancellation of debt of $56,000 owed to Daqin by Xianwen Zhang pursuant to certain Share Transfer Agreement between Xianwen Zhang and Daqin. On March 8, 2017, Company issued to Mr. Jie 92,875 shares of the common stock of the Issuer as compensation for his services in connection of identification and negotiation of potential merger & acquisition target. These shares were issued from the Company's 2014 Equity Incentive Plan. A full-text copy of the regulatory filing is available at: https://is.gd/As9Ar6 About China Commercial Credit Founded in 2008, China Commercial Credit -- http://www.chinacommercialcredit.com/-- provides business loans and loan guarantee services to small-to-medium enterprises, farmers and individuals in China's Jiangsu Province. Due to recent legislation and banking reform in China, these SMEs, farmers and individuals -- which historically had been excluded from borrowing funds from State-owned and commercial banks -- are now able to borrow money at competitive rates from microfinance lenders. China Commercial's independent accounting firm Marcum Bernstein & Pinchuk LLP, in Shanghai, China, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has accumulated deficit that raises substantial doubt about its ability to continue as a going concern. The Company had an accumulated deficit of US$76.25 million as of June 30, 2017. As of June 30, 2017, the Company had cash and cash equivalents of US$1.907 million and total short-term borrowings of nil. Caused by the limited funds, the management assessed that the Company was not able to keep the size of lending business within one year from the filing of June 30, 2017, Form 10-Q. China Commercial reported a net loss of US$1.98 million on US$1.29 million of total interest and fee income for the year ended Dec. 31, 2016, compared with a net loss of US$61.26 million on US$2.98 million of total interest income for the year ended Dec. 31, 2015. As of June 30, 2017, China Commercial had US$6.75 million in total assets, US$7.23 million in total liabilities and a total shareholders' deficit of $480,945. CM EBAR: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------ Debtor: CM Ebar, LLC dba Elephant Bar P.O. Box 189 Bedford Hills Bedford Hills, NY 10507 Type of Business: CM Ebar, LLC, is a casual-dining operator with various locations in Nevada, California, and New Mexico. The Company's principal place of business is located at 2270 Village Walk Dr., Henderson, NV 89052. Chapter 11 Petition Date: October 17, 2017 Case No.: 17-15530 Court: United States Bankruptcy Court District of Nevada (Las Vegas) Judge: Hon. August B. Landis Debtor's Counsel: Zachariah Larson, Esq. LARSON & ZIRZOW, LLC 850 E. Bonneville Ave. Las Vegas, NV 89101 Tel: (702) 382-1170 Fax: (702) 382-1169 E-mail: carey@lzlawnv.com zlarson@lzlawnv.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Barry L. Kasoff, manager. A full-text copy of the petition, along with a list of 20 largest unsecured creditors, is available for free at http://bankrupt.com/misc/nvb17-15530.pdf CONCORDIA INT'L: S&P Lowers CCR to 'SD' Amid Interest Non-Payment ----------------------------------------------------------------- Ontario, Canada-based specialty pharmaceutical company Concordia International Corp. has failed to make its interest payment, due Oct. 16, 2017, on its $735 million senior unsecured notes as it continues negotiations to address its unsustainable capital structure. As a result, S&P Global Ratings lowered its corporate credit rating on specialty pharmaceutical company Concordia International Corp. to 'SD' from 'CCC-' and removed the rating from CreditWatch, where it was placed with negative implications on Sept. 18, 2017. At the same time, S&P lowered its rating on rating on Concordia's $735 million in senior unsecured notes to 'D' from 'C' and removed the rating from CreditWatch, where S&P placed it with negative implications on Sept. 18, 2017. The 'CCC-' rating on the company's senior secured debt and 'C' rating on the company's still-current senior unsecured notes remain on CreditWatch with negative implications. S&P said, "Our recovery rating on the senior secured debt remains '3', indicating expectations for meaningful (50%-70%; rounded estimate: 55%) recovery in the event of default. The recovery rating on the senior unsecured notes remains '6', indicating our expectation for negligible (0%-10%; rounded estimate: 0%) recovery for lenders in the event of payment default. "The downgrade follows Concordia International's announcement that it failed to make the Oct. 16, 2016, interest payment on the 7% senior unsecured notes due 2023. Given our view of the company's debt level as unsustainable, and ongoing restructuring discussions, we do not expect the company to make a payment within the grace period." CONCORDIA INTERNATIONAL: Defers $26M Notes Interest Payment ----------------------------------------------------------- In conjunction with Concordia International Corp.'s ongoing efforts to realign its capital structure, the Company has decided to use a 30-day grace period to defer the payment of approximately $26 million of interest due Oct. 16, 2017, on its $735 million unsecured notes. The deferral of the interest payment does not result in an Event of Default until the expiry of the 30-day grace period. The Company will use this time to continue its discussions with lenders with the goal of reaching a consensual agreement that would significantly reduce the Company's debt and interest payments to create a financial foundation able to support Concordia's long-term growth. "The decision to delay the interest payment on our unsecured notes was a carefully considered initiative to preserve our financial resources as we explore alternatives to strengthen our capital structure," stated Allan Oberman, chief executive officer of Concordia. "As we continue to consider various alternatives, we are prioritizing a sustainable capital structure that we believe will allow us to successfully execute our long-term DELIVER strategy and position us for success as we seek to become a leading European specialty off-patent medicines player." Mr. Oberman continued, "With approximately $340 million of cash on hand as of September 30, 2017, we are confident we have sufficient liquidity in the near term to operate our business as usual while we work to achieve our financial goals, honouring our obligations to our employees, customers and suppliers and providing safe and effective medicines to our customers and patients." The Company's decision to delay the $26 million interest payment on the $735 million unsecured notes follows its previously announced efforts to explore and evaluate potential transactional alternatives, including initiatives to optimize its capital structure, and its ongoing discussions with the Company's debtholders and their respective advisors. About Concordia Based in Canada, Concordia International Corp (NASDAQ:CXRX, TSX:CXR) -- http://www.concordiarx.com-- is an international specialty pharmaceutical company with a diversified portfolio of more than 200 patented and off-patent products, and sales in more than 90 countries. Concordia operates out of facilities in Oakville, Ontario and, through its subsidiaries, operates out of facilities in Bridgetown, Barbados; London, England and Mumbai, India. Concordia reported a net loss of US$1.31 billion for the year ended Dec. 31, 2016, compared to a net loss of US$31.56 million in 2015. As of June 30, 2017, Concordia had US$2.61 billion in total assets, US$4.02 billion in total liabilities and a total shareholders' deficit of US$1.41 billion. * * * In July 2017, Moody's Investors Service downgraded the ratings of Concordia International Corp. including the Corporate Family Rating to 'Caa3' from 'Caa1'. The downgrade reflects ongoing operating headwinds in Concordia's core businesses, combined with very high financial leverage. Moody's believes there is elevated risk of a debt restructuring or a distressed exchange. Concordia's debt/EBITDA will exceed 9.0x, limiting the flexibility to pursue growth initiatives needed to reverse operating declines. In September 2017, S&P Global Ratings lowered its corporate credit rating on Concordia to 'CCC-' from 'CCC+' and placed the rating on CreditWatch with negative implications. "The downgrade reflects what we believe is the increased likelihood that the company will enter a debt restructuring or distressed exchange, given deteriorating operating results and cash flows that have resulted in EBITDA to interest coverage of less than 1x and adjusted debt leverage of nearly 11x. We see limited opportunities for Concordia to improve EBITDA to reduce leverage to sustainable levels. CONSOL ENERGY: S&P Places 'B+' CCR on CreditWatch Positive ---------------------------------------------------------- S&P Global Ratings placed its ratings, including its 'B+' corporate credit rating, on the exploration and production company Consol Energy Inc. on CreditWatch with positive implications. S&P said, "We also placed our 'BB' issue-level rating on the company's senior secured revolving credit facility and our 'B+' issue-level rating on its senior unsecured debt on CreditWatch with positive implications. The recovery rating on the senior secured revolving credit facility remains '1', indicating our expectation of very high recovery (90% to 100%; rounded estimate: 95%) in the event of a default, while our recovery rating on the company's senior unsecured debt remains '4', indicating our expectation for average recovery (30% to 50%; rounded estimate: 30%). "The CreditWatch placement reflects the likelihood that we will raise our ratings on Consol Energy following the successful spin-off of its coal business, which we expect to happen by year-end 2017. "The CreditWatch placement reflects the likelihood of an upgrade if the transaction is completed as proposed. We believe an upgrade would be limited to one notch. We will resolve the CreditWatch listing around the close the transaction, which we expect to occur by the end of 2017." CONTEXTMEDIA HEALTH: Moody's Cuts Corporate Family Rating to Caa1 ----------------------------------------------------------------- Moody's Investors Service downgrades ContextMedia Health, LLC's Corporate Family Rating (CFR) and $375 million first lien credit facility, consisting of a $50 million revolver and $325 million term loan, to Caa1 from B2. The outlook was changed to negative from stable. The rating was downgraded due to materially weaker than expected results since the company was rated and Moody's concerns that its relationships with advertisers may be impacted by recent negative publicity which may limit its ability to substantially improve results. While the company still has a very large cash balance following prior equity raises, its free cash flow to date has also been well below expectations. ContextMedia Health, LLC Corporate Family Rating downgraded to Caa1 from B2 Probability of Default Rating downgraded to Caa2-PD from B3-PD $50 million 5 year revolving credit facility downgraded to Caa1 (LGD3) from B2 (LGD3) $325 million 5 year term loan downgraded to Caa1 (LGD3) from B2 (LGD3) Outlook: changed to negative from stable RATINGS RATIONALE Context's Caa1 CFR reflects the very high leverage level of over 10x as of Q2 2017 (including Moody's standard adjustments) due to materially weaker results than projected and negative publicity which may affect operating results going forward. The company's small size and relatively short operating history also impact the rating. In addition, the debt funded acquisition of AccentHealth occurred at a very high multiple despite experiencing customer losses historically. Context also has some concentration risk within its largest pharmaceutical sponsors which elevates concerns about its relationships going forward. Free cash flow in the first half of 2017 was also negative and materially below expectations. The company benefits from a significant cash balance as of Q2 2017 which provides a source of liquidity. The outlook is negative given expectations of leverage remaining at very high levels and modest interest coverage. Moody's believes that revenue growth will be adversely impacted by recent negative publicity and lead to additional expenses. Context's liquidity is expected to be adequate due to its very large cash balance and the $50 million 5 year revolving credit facility which is undrawn as of Q2 2017. Free cash flow has been negative in the first half of 2017 and Moody's expects it will remain negative in the near term. Required debt amortization payments of over $16 million annually also weigh on its cash flow levels. The revolver is subject to a maximum first lien leverage ratio of 6x and the term loan is subject to a 6.5x ratio with additional step downs for both facilities going forward. An upgrade in the near term is unlikely give the very high leverage and near term challenges. However, upward rating pressure would occur if leverage declined to 6x (as calculated by Moody's) with good liquidity and consistent organic revenue and EBITDA growth. A downgrade would occur if EBITDA declined from current levels, if it increasingly appeared likely that the company would breach its financial covenants, or if the company could miss required amortization and interest payments. ContextMedia Health LLC is based in Chicago, IL and is an information delivery and decision support digital media company providing doctors' offices free media content through TVs, tablets, and interactive wallboards to educate patients while waiting in the doctor's office. Pro-forma revenue as of Q2 2017 is under $200 million. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. DALTON OUTDOOR: Hires Steven Nosek & Yvonne Doose as Counsel ------------------------------------------------------------ Dalton Outdoor Services, Inc., seeks approval from the United States Bankruptcy Court for the District of Minnesota to employ Steven B. Nosek and Yvonne R. Doose as attorneys. The services to be rendered by Steven B. Nosek and Yvonne R. Doose are: a. pre-petition planning, analysis of the Debtor's financial situation, planned use of cash collateral, post-petition financing, and advice and assistance to determine if the Debtor should file a Petition for Relief under Chapter 11 of the Bankruptcy Code; b. preparation and filing of a Petition for Relief, Statement of Financial Affairs, and other documents required by this Court; c. representation of the Debtor at expected adversary proceedings, motions, meetings of creditors; and d. formulation of a Plan of Reorganization of the Debtor's business. Steven B. Nosek and Yvonne R. Doose attest that they do not hold any interest that is adverse to the Debtor or the Debtor's Estate and are "disinterested parties" within the meaning of 11 U.S.C. Sec. 101(14). Steven B. Nosek will charge the Debtor $300 per hour and Yvonne R. Doose will charge the Debtor $200 per hour. The Attorneys maintain office at: Steven B. Nosek, Esq. Yvonne R. Doose, Esq. Attorneys at Law 2855 Anthony Lane South, Suite 201 St. Anthony, MN 55418 Tel: 612-335-9171 Email: snosek@noseklawfirm.com About Dalton Outdoor Services, Inc. Based in Rosemount, Minnesota, Dalton Outdoor Services, Inc. filed a Chapter 11 petition (Bankr. D. Minn. Case No. 17-33188) on October 9, 2017. The Debtor is represented by Steven B. Nosek and Yvonne R. Doose as counsel. Judge Katherine A. Constantine presides over the case. At the time of filing, the Debtor declares $50,001 to $100,000 total assets and $500,001 to $1 million total liabilities. DARIN BECK: Hires Ag & Business Legal Strategies as Attorneys ------------------------------------------------------------- Darin Beck Properties, Ltd., seeks approval from the United States Bankruptcy Court for the Northern District of Iowa to hire the law firm of Ag & Business Legal Strategies as its attorneys. Professional legal services to be rendered by Ag & Business are: a. prepare pleadings and applications and conducting examinations incidental to any related proceedings or to the administration of this case; b. develop the relationship of the status of the Debtor to the claims of creditors in this case; c. advise the Debtor of its rights, duties, and obligations as a debtor operating under Chapter 11 of the Bankruptcy Code; d. take any necessary action incident to the proper preservation and administration of this Chapter 11 case; and e. advise and assist the Debtors in the formation and preservation of a plan pursuant to Chapter 11 of the Bankruptcy Code, the disclosure statement, and all matters related thereto. Joseph A. Peiffer, practicing attorney at the law firm of Ag & Business Legal Strategies, attests that no member of the Law Firm holds or represents an interest adverse to this estate and all members are "disinterested" persons under 11 U.S.C. Section 101(14). Ag & Business' standard hourly rates are: Bankruptcy Shareholder $400 Of Counsel $350 Associates $250 Paralegal services $150 The Firm can be reached through: Joseph A. Peiffer, Esq. AG & BUSINESS LEGAL STRATEGIES P.O. Box 11425 Cedar Rapids, IA 52410-1425 Tel: (319) 363-1641 Fax: (319) 200-2059 E-mail: joe@ablsonline.com About Darin Beck Properties Darin Beck Properties, LTD is a privately held company that primarily operates a food catering business. Based in Cedar Falls, Iowa, Darin Beck Properties filed a Chapter 11 petition (Bankr. N.D. Iowa Case No. 17-01188) on September 15, 2017. The petition was signed by Darin Beck, president. Joseph A. Peiffer, Esq., at Ag & Business Legal represents the Debtor as attorney. At the time of filing, the Debtor estimates $1 million to $10 million in both assets and liabilities. DAYBREAK OIL: Incurs $701K Net Loss in Second Quarter ----------------------------------------------------- Daybreak Oil and Gas, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss available to common shareholders of $701,260 on $135,039 of revenue for the three months ended Aug. 31, 2017, compared to a net loss available to common shareholders of $1.07 million on $124,144 of revenue for the three months ended Aug. 31, 2016. For the six months ended Aug. 31, 2017, Daybreak Oil reported a net loss available to common shareholders of $1.50 million on $268,763 of revenue compared to a net loss available to common shareholders of $2.17 million on $229,290 of revenue for the six months ended Aug. 31, 2016. The Company's balance sheet at Aug. 31, 2017, showed $1.08 million in total assets, $15.34 million in total liabilities and a total stockholders' deficit of $14.26 million. The Company said it continues to implement plans to enhance its ability to continue as a going concern. Daybreak currently has a net revenue interest in 20 producing crude oil wells in its East Slopes Project located in Kern County, California. The revenue from these wells has created a steady and reliable source of revenue. The Company's average working interest in these wells is 36.6% and the NRI is 28.4% for these same wells. The Company anticipates its revenue will continue to increase as the Company participates in the drilling of more wells in the East Slopes Project in California and as its exploratory drilling project begins in Michigan. However, given the current decline and instability in hydrocarbon prices, the timing of any drilling activity in California and Michigan will be dependent on a sustained improvement in hydrocarbon prices and a successful refinancing or restructuring of the Company's credit facility. According to the Form 10-Q filing, "The Company believes that our liquidity will improve when there is a sustained improvement in hydrocarbon prices. Daybreak's sources of funds in the past have included the debt or equity markets and the sale of assets. While the Company has experienced revenue growth, which has resulted in positive cash flow from its crude oil and natural gas properties, it has not yet established a positive cash flow on a company-wide basis. It will be necessary for the Company to obtain additional funding from the private or public debt or equity markets in the future. However, the Company cannot offer any assurance that it will be successful in executing the aforementioned plans to continue as a going concern." A full-text copy of the Form 10-Q is available for free at: https://is.gd/emK2Ue About Daybreak Oil Daybreak Oil and Gas, Inc. -- http://www.daybreakoilandgas.com/-- is an independent oil and natural gas company currently engaged in the exploration, development and production of onshore oil and natural gas in the United States. The Company is headquartered in Spokane, Washington with an operations office in Friendswood, Texas. Daybreak owns a 3-D seismic survey that encompasses 20,000 acres over 32 square miles with approximately 6,500 acres under lease in the San Joaquin Valley of California. The Company operates production from 20 oil wells in our East Slopes project area in Kern County, California. Daybreak Oil reported a net loss of $3.46 million on $482,656 of revenue for the 12 months ended Feb. 28, 2017, compared to a net loss of $4.20 million on $529,360 of revenue for the 12 months ended Feb. 29, 2016. The Company's independent accounting firm MaloneBailey, LLP -- http://www.malonebailey.com/-- in Houston, Texas, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Feb. 28, 2017, noting that the Company suffered losses from operations and has negative operating cash flows, which raises substantial doubt about its ability to continue as a going concern. DOAKES ENTERPRISES: Hires Bednar Law as Bankruptcy Counsel ---------------------------------------------------------- Doakes Enterprises, LLC d/b/a Accelerated Learing Center seeks authorization from the U.S. Bankruptcy Court for the Western District of Oklahoma to employ Bednar Law Firm as attorney. In its schedules, the Debtor listed a potential malpractice claim against Steve Landreth, CPA. The claim is based on the Debtor's former accountants' failure to timely file tax returns on the Debtor's behalf and failure to advise the Debtor regarding employment taxes owed. The Debtor tells the Court it requires the assistance of an experienced attorney in moving forward with its claim against its former accountant. The Debtor requires Bednar Law to complete an investigation of the claim, file all documents necessary in any legal proceeding connected thereto, advise the Debtor regarding its rights and duties, provide legal advice to the Debtor, and all other legal work necessary to recover property of the bankruptcy estate. Bednar Law will be paid at these hourly rates: Alexander L. Bednar, Esq. $250 (during litigation) $275 Law Clerks and Interns $90 Legal Assistants $50 Alexander L. Bednar, Esq., of Bednar 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. Bednar may be reached at: Alex Bednar, Esq. Bednar Law Firm 3030 NW Expressway, Suite 200 Oklahoma City, OK 73112 Tel: (405) 267-1725 Fax: (405) 213-1801 About Doakes Enterprises LLC Doakes Enterprises, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Okla. Case No. 17-12960) on July 24, 2017. Ternassia Doakes, its president, signed the petition. The Debtor is a daycare business with two locations in the Del City / Southeast Oklahoma City area. At the time of the filing, the Debtor disclosed that it had estimated assets and liabilities of less than $50,000. DON ROSE OIL: Committee Taps DSI as Financial Advisor ----------------------------------------------------- The official committee of unsecured creditors of Don Rose Oil Co., Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of California to hire a financial advisor. The committee proposes to employ Development Specialists Inc. to, among other things, assist in the investigation of the Debtor's financial condition; evaluate its pre-bankruptcy transactions with insiders; review any proposed sale of its assets; and evaluate any proposed bankruptcy plan. Bradley Sharp and Joseph Zagajeski, the DSI professionals expected to provide the services, will charge $620 per hour and $280 per hour, respectively. DSI has no connection with the Debtor or any of its creditors and does not represent any interest adverse to the committee, according to court filings. The firm can be reached through: Bradley D. Sharp Development Specialists Inc. Wells Fargo Center 333 South Grand Avenue, Suite 4070 Los Angeles, CA 90071 Tel: 213-617-2717 Fax: 213-617-2718 Email: info@dsi.biz About Don Rose Oil Co. Inc. Founded in 1972, Don Rose Oil Co., Inc. is in the business of wholesale distribution of petroleum and petroleum products. Based in Visalia, California, the Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Calif. Case No. 17-12389) on June 22, 2017. John Castellucci, the Company's president and CEO, signed the petition. At the time of the filing, the Debtor estimated its assets at $50 million to $100 million and debts at $1 million to $10 million. Judge Fredrick E. Clement presides over the case. Riley C. Walter, Esq., at Walter Wilhelm Law Group, serves as the Debtor's bankruptcy counsel. The Debtor hired Brown Armstrong as its accountant and Williams, Brodersen, Pritchett LLP as its special counsel. On July 28, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Polsinelli LLP represents the committee as legal counsel. Howard Ehrenberg was appointed Chapter 11 trustee on September 11, 2017. The trustee hired Belden Blaine Raytis LLP as his legal Counsel and Force Ten Partners LLC as his financial advisor. DOOR TO DOOR STORAGE: Taps Clark Nuber as Accountant ---------------------------------------------------- Door to Door Storage Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Washington to hire an accountant. The Debtor proposes to employ Clark Nuber P.S. to prepare its 2017 state and federal tax returns and provide other tax-related accounting services. Clark Nuber is "disinterested" as defined in section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor's estate, according to court filings. The firm can be reached through: Stephen J. Day Clark Nuber PS 10900 NE 4th St, Suite 1700 Bellevue, WA 98004 Phone: 425-454-4919 Toll Free: 800-504-8747 Fax: 425-454-4620 About Door to Door Storage Inc. Headquartered in Kent, Washington, Door to Door Storage, Inc. provides nationwide portable, containerized storage services in approximately 50 locations across the United States. Door to Door filed a chapter 11 petition (Bankr. W.D. Wash. Case No. 16-15618-CMA) on Nov. 7, 2016. The petition was signed by Tracey F. Kelly, president. The case is assigned to Judge Christopher M. Alston. At the time of filing, the Debtor had total assets of $4.08 million and total liabilities of $5.65 million. The Debtor hired Bush Kornfeld LLP and Schlemlein Goetz Fick & Scruggs, PLLC as counsel; Socius Law Group PLLC, David Carlos Kaslow, Esq., and Littler Mendelson PC, as special counsel; Clark Nuber P.S. as accountant; and Orse & Company, Inc. as financial advisor. On November 17, 2017, the U.S. Trustee appointed an official committee of unsecured creditors. Sheppard, Mullin, Richter & Hampton LLP serves as counsel to the committee while Province, Inc. serves as financial advisor. EAST MAIN COMPLEX: Interim Cash Use Order Entered ------------------------------------------------- The Hon. Carl L. Bucki of the U.S. Bankruptcy Court for the Western District of New York has authorized East Main Complex, LLC, to use Manufacturers and Traders Trust Company's cash collateral on an interim basis until the time of the final hearing. A final hearing on the Debtor's cash collateral use will be held on Oct. 16, 2017, at 10:00 a.m. As interim adequate protection to the Secured Creditor, the Secured Creditor is granted "rollover" and replacement liens in post-petition assets of the Debtors of the same relative priority and on the same type and kinds of collateral as it possessed prepetition. As additional adequate protection to the Secured Creditor, the Debtor will forward the regular monthly payments, in the amount of $15,196, starting with September 2017, with each subsequent payment to be made on the first day of each month starting on Oct. 1, 2017, payable to M&T Bank. On Sept. 22, 2017, the Court ordered the removal of Jeff Bochiechio, Esq., as receiver. The Receiver will account for all checks and cash received prior to the Petition Date, to the Debtor no later than seven business days after entry of the court order. As reported by the Troubled Company Reporter on Sept. 29, 2017, the Debtor asked the Court to (a) direct and compel court-appointed receiver Bouvier Partnership, LLP, to turnover and relinquish control over the Debtor's real property located at 183 East Main Street, Fredonia, New York 14063, together with (i) all rents and other proceeds of the Debtor's property collected or otherwise under control of the Receiver since his appointment in the foreclosure proceeding, and (ii) the Debtor's personal property located at the 183 East Main Street, and to provide an accounting of the Debtor's Property to the Office of the U.S. Trustee and the Debtor as soon as practicable but not later than 10 days after entry of the turnover and cash collateral order, (b) use cash collateral in the ordinary course of the Debtor's business on an emergency basis including the rents and any proceeds from operating 183 Main Street. The Receiver will issue a remittance payable to the Debtor in the amount of $22,343.61, the amount representing the Fredonia Central School 2017-2018 Tax Bill (of $37,539.61), less $15,196 on account of the Debtor not turning over the rents for the month of August 2017 to the Receiver. With the exception of the School Tax Carve Out, all checks and cash received prior to the Petition Date is the property of M&T Bank. The Debtor will pay the Fredonia Central School 2017-2018 Tax Bill, in the amount of $37,539.61 on or before Oct. 3, 2017, or within seven days of receiving the School Tax Carve Out, whichever date is later in time, and failure by the Debtor to pay the real property tax will be grounds for termination of the emergency authority to use cash collateral. With the exception of the Receiver's operating account, the Debtor will be allowed to take over operation of the 183 Main Street including, but not limited to: rent, keys, bank accounts, deposits and any other property of the bankruptcy estate. Copies of the court orders are available at: http://bankrupt.com/misc/nywb17-11789-19.pdf http://bankrupt.com/misc/nywb17-11789-31.pdf About East Main Complex, LLC East Main Complex, LLC, is a small business debtor as defined in 11 U.S.C. Section 101(51D) and is an operator of an apartment building. It owns in fee simple interest a real property located at 183 East Main Street, Fredonia, New York Chautauqua County valued at $1.98 million. East Main Complex filed for Chapter 11 bankruptcy protection (Bankr. W.D.N.Y. Case No. 17-11789) on Aug. 25, 2017, listing its total assets at $2.06 million and its total liabilities at $2.07 million. The petition was signed by Daniel P. Sturniolo, sole member. Judge Carl L. Bucki presides over the case. Robert B. Gleichenhaus, Esq., at Gleichenhaus, Marchese & Weishaar, P.C., serves as the Debtor's bankruptcy counsel. ENVIVA PARTNERS: S&P Affirms B+ Corp Credit Rating, Outlook Stable ------------------------------------------------------------------ S&P Global Ratings said it affirmed its 'B+' corporate credit rating on master limited partnership (MLP) Enviva Partners L.P. The outlook remains stable. S&P also affirmed its 'B+' issue-level rating on Enviva's $355 million senior unsecured notes due 2021. The '4' recovery rating indicates that lenders can expect average (30%-50%; rounded estimate: 40%) recovery in the event of a payment default. Bethesda, Md.–based midstream master limited partnership Enviva Partners L.P. has announced a $55 million add-on to its existing senior unsecured notes. The partnership will use the proceeds to repay borrowings outstanding on its revolving credit facility. S&P said, "Our 'B+' corporate credit rating on Enviva reflects our assessment of a weak business risk profile and aggressive financial risk profile. The business risk profile reflects the partnership's limited scale and diversity. Enviva has significant counterparty concentration, with two counterparties, Drax Power Ltd and Lynemouth Power Ltd, accounting for approximately 70% of current product sales. If the credit quality of one of these counterparties deteriorates to a point that it is unable to meet its contractual agreements, it could pressure Enviva's credit quality. Both counterparties are in the U.K., exposing Enviva to British regulatory risk. Slightly offsetting the lack of customer diversity is the highly contracted nature of Enviva's cash flows. In our view, Enviva has an above-average contract profile, with a weighted average contract length of about 10 years with highly rated counterparties. These cash flows are firm take-or-pay in nature, which provide visibility into the future cash flow stream. Enviva's business risk profile could improve over time from the addition of new contracts with counterparties in Europe and Asia which would expand the partnership's geographic reach and further diversify the existing customer concentration. "The rating outlook on Enviva is stable. Based on the above-average contract profile, we expect the partnership to maintain adequate liquidity and adjusted debt to EBITDA below 4x through 2018. "We could lower the rating if Enviva is unable to re-contract or replace counterparties for offtake volumes, leading to sustained debt to EBITDA exceeding 5x. "We could raise the rating if Enviva successfully improves its scale and diversity by means of asset dropdowns or additional contracts while maintaining current leverage metrics." ERIN ENERGY: Dr. Kase Lawal Has 57.7% Equity Stake as of July 5 --------------------------------------------------------------- Dr. Kase Lawal reported in a Schedule 13D filed with the Securities and Exchange Commission that as of July 5, 2017, he beneficially owns 120,935,652 shares of common stock of Erin Energy Corporation, constituting 57.7 percent of the shares outstanding. Dr. Kase Lawal is the chairman of CAMAC International Corporation, a company involved in engineering services, logistics, and midstream petroleum business. Dr. Lawal is also the chairman of Unity National Bank. Dr. Lawal's business address is 1330 Post Oak Blvd., Ste. 2200, Houston, Texas 77056. On April 3, 2017, an aggregate of 116,108,833 shares of Erin Energy's common stock previously held by Allied Energy PLC, were foreclosed upon by Oltasho Nigeria Limited, in connection with the failure of Allied to timely repay $50 million owed to Oltasho, pursuant to the terms of a loan agreement and certain stock pledges. On April 13, 2017, an aggregate of 1,515,927 shares of the Issuer's common stock previously held by CAMAC Int'l (Nigeria) Ltd., were foreclosed upon by Latmol Investment Limited, in connection with the failure of CAMAC International to timely repay $50 million owed by CAMAC International to Latmol, pursuant to the terms of a loan agreement and a stock pledge. The shares of common stock previously held by Allied and CAMAC International were beneficially owned by Dr. Lawal, due to his voting and dispositive control over the securities held by those entities. Dr. Lawal beneficially owns 3,310,892 shares of common stock (1.5 % of the Issuer's outstanding common stock) and he has the right to vote an aggregate of an additional 117,624,760 voting shares pursuant to the Voting Agreement, representing 56.2% of the Issuer's outstanding common stock, or 57.7% in aggregate with the shares beneficially owned by Dr. Lawal. Voting Agreement On July 5, 2017, Oltasho and Latmol entered into a Voting Agreement with Dr. Lawal pursuant to which Oltasho and Latmol provided complete authority to Dr. Lawal to vote the 117,624,760 shares foreclosed upon at any and all meetings of stockholders of the Issuer and via any written consents. The Voting Agreement has a term of approximately 10 years, through July 31, 2027, but can be terminated at any time with the mutual consent of the parties. In connection with their entry into the Voting Agreement, Oltasho and Latmol each provided Dr. Lawal an irrevocable voting proxy to vote the shares covered by the Voting Agreement. Additionally, Oltasho and Latmol agreed not to transfer the shares covered by the Voting Agreement, during the term of that agreement, except pursuant to certain limited exceptions described in the Voting Agreement. The result of the Voting Agreement was another change in control of the Issuer, with Dr. Lawal obtaining voting control over 117,624,760 shares of the Issuer's common stock, or 54.5% of the Issuer's common stock as of the parties' entry into the Voting Agreement. Total consideration provided to Oltasho and Latmol for the Voting Agreement was $10, provided that Oltasho and Latmol have no desire to control the Issuer and believe that voting control of the Issuer was best determined by Dr. Lawal, a United States resident, who has extensive knowledge of United States laws and the assets and operations of the Issuer, as Dr. Lawal was, until he recently retired, the chairman and chief executive officer of the Issuer. A full-text copy of the regulatory filing is available at: https://is.gd/1eOHQ6 About Erin Energy Houston, Texas-based Erin Energy Corporation is an independent oil and gas exploration and production company focused on energy resources in Africa. The Company acquires and develops high-potential exploration and production assets in Africa, and explores and develops those assets through strategic partnerships with national oil companies, indigenous local partners and other independent oil companies. The Company has production and exploration projects offshore Nigeria, as well as exploration licenses offshore Ghana, Kenya and Gambia, and onshore Kenya. Erin Energy reported a net loss attributable to the Company of $142.40 million on $77.81 million of revenues for the year ended Dec. 31, 2016, compared to a net loss attributable to the Company of $430.93 million on $68.42 million of revenues for the year ended Dec. 31, 2015. As of June 30, 2017, Erin Energy had $190.9 million in total assets, $540.2 million in total liabilities and a total capital deficiency of $349.2 million. Pannell Kerr Forster of Texas, P.C., in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company incurred net losses in each of the years ended Dec. 31, 2016, 2015 and 2014, and as of Dec. 31, 2016, the Company's current liabilities exceeded its current assets by $264.4 million. These conditions, along with other matters, raise substantial doubt about the Company's ability to continue as a going concern. EUROSTAR LLC: 15% Dividend for Unsecured Creditors Under Plan ------------------------------------------------------------- Eurostar, LLC, filed with the U.S. Bankruptcy Court for the Eastern District of New York a disclosure statement explaining its plan of reorganization. Class III consists of the claims of general unsecured creditors in the Debtors' case totaling approximately $5,784.58. The Debtor proposes to pay 15% dividend of their allowed claims in 12 equal monthly installments effective 30 days after the Effective Date of this Plan. This class is impaired. The funds required for confirmation and the payment of claims required to be paid on the Effective Date shall be provided by the Debtor and the Reorganized Debtor from funds generated by the business operations of the Debtor. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/nyeb1-17-41761-33.pdf Attorney for the Debtor: Alla Kachan, Esq. 3099 Coney Island Ave, 3rd Floor Brooklyn, NY 11235 Tel: (718) 513-3145 Fax: (347) 342-315 E-mail: alla@kachanlaw.com About Eurostar LLC Eurostar LLC, filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 17-41761) on April 12, 2017, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Alla Kachan, Esq., at the Law Offices of Alla Kachan, P.C. The Debtor hired Wisdom Professional Services Inc., as accountant. FANNIE MAE & FREDDIE MAC: Fairholme Seeks High Court Review ----------------------------------------------------------- After years of Fannie Mae and Freddie Mac shareholders being shooed away by trial courts and circuit courts of appeal, Fairholme Funds, Inc., is asking the U.S. Supreme Court this week to answer this legal question: Does 12 U.S.C. sec. 4617(f) foreclose judicial review of an agreement between the Federal Housing Finance Agency and the Department of the Treasury to transfer the net worth and all future profits of Fannie Mae and Freddie Mac to the federal government and require both Companies to operate with no capital? Fairholme says the answer is no. "If the D.C. Circuit is right, Congress has set up a structure that makes a mockery of our system of checks and balances, with an independent agency headed by an unelected Director not answerable to the President, free to act without regard to Congress’s instructions, and without fear of judicial intervention," Fairholme tells the nine justices. "Fortunately," Fairholme adds, "the D.C. Circuit is wrong." Fairholme urges the Court to grant its petition and review the D.C. Circuit's decision. Fairholme notes that by allowing FHFA to wind down the Companies and distribute their assets to a favored stakeholder (Treasury) during conservatorship, the D.C. Circuit panel majority's interpretation provides a mechanism by which FHFA can evade HERA's carefully delineated procedures for resolving claims against the Companies during liquidation. For example, Fairholme explains, by winding down the Companies during conservatorship, FHFA could transfer assets to shareholders or subordinated debtholders before paying general creditors, in direct contravention of 12 U.S.C. sec. 4617(c)(1). Indeed, this is precisely what the Net Worth Sweep has accomplished, as it has resulted in Fannie and Freddie distributing hundreds of billions of dollars of their capital to Treasury -- an equity shareholder. Congress plainly did not intend such a result, and at least before the Net Worth Sweep financial markets had no reason to expect it. Just last Term, Fairholme observes, the High Court rejected a similar attempt to evade the statutory order of priorities in the bankruptcy context in Czyzewski v. Jevic Holding Corp., 137 S. Ct. 973, 984 (2017), and it should do so again here. Fairholme is represented by Charles J. Cooper, David H. Thompson, Howard C. Nielson, Jr., Peter A. Patterson, and Brian W. Barnes at Cooper & Kirk, PLLC, in Washington, D.C. About Fannie Mae and Freddie Mac Federal National Mortgage Association (OTCQB: FNMA), commonly known as Fannie Mae -- http://www.FannieMae.com/-- is a government-sponsored enterprise (GSE) that was chartered by U.S. Congress in 1938 to support liquidity, stability and affordability in the secondary mortgage market, where existing mortgage-related assets are purchased and sold. A brother organization of Fannie Mae is the Federal Home Loan Mortgage Corporation (FHLMC), better known as Freddie Mac. Freddie Mac (OTCBB: FMCC) -- http://www.FreddieMac.com/-- was established by Congress in 1970 to provide liquidity, stability and affordability to the nation's residential mortgage markets. Freddie Mac supports communities across the nation by providing mortgage capital to lenders. During the time of the subprime mortgage crisis, on Sept. 6, 2008, Fannie Mae and Freddie Mac were placed into conservatorship by the U.S. Treasury. The Treasury committed to invest up to $200 billion in preferred stock and extend credit through 2009 to keep the GSEs solvent and operating. Both GSEs are still operating under the conservatorship of the Federal Housing Finance Agency (FHFA). In exchange for increased future support and capital investments of up to $200 billion in each GSE, each GSE agreed to issue to the Treasury (i) $1 billion of senior preferred stock, with a 10% coupon, without cost to the Treasury and (ii) common stock warrants representing an ownership stake of 79.9%, at an exercise price of one-thousandth of a U.S. cent ($0.00001) per share, and with a warrant duration of 20 years. FHFA and Treasury changed that deal in 2012 to require the GSEs to remit 100% of their profits to Treasury in perpetuity. As of Sept. 30, 2017, Fannie and Freddie received $187.5 billion form Treasury and have returned $275.9 billion to Treasury. Treasury says it's still owed $187.5 billion. FOSTER ENTERPRISES: Wants Insurance Premium Financing From Cypress ------------------------------------------------------------------ Foster Enterprises asks the U.S. Bankruptcy Court for the Central District of California for authorization to obtain postpetition insurance premium financing from Cypress Premium Funding, Inc. A hearing on the Debtor's request is set for Nov. 7, 2017, at 1:30 p.m. The financing will cover the premiums due on account of (1) the property insurance policy ($37,500.00 premium) and (2) the motor truck cargo insurance policy ($6,431.25 premium). The Agreement requires Foster Enterprises to make eight monthly installment payments in the amount of $3,871.90, with the first installment payment due Oct. 12, 2017. The annual percentage rate is 9.200%. The total amount financed by Cypress Premium is $30,975.20 ($3,871.90 × 8), consisting of $29,609.66 in principal and $1,365.54 in finance charges. The Debtor proposes to grant to Cypress Premium the liens and security interests provided under the Agreement, and liens and security interests are authorized in (a) any unearned premiums and dividends that may become payable under the policies identified in the Agreement, and (b) any loss payments under the policies identified in the Agreement that reduce the unearned premiums, subject to any mortgagee or loss payee interest pursuant to Section 364(c) of the U.S. Bankruptcy Code. In the event that Foster Enterprises defaults upon any of the terms of the Agreement and does not cure the default as and within the time period provided therein, Cypress Premium may, without moving for relief from the automatic stay under Section 362(d) of the Bankruptcy Code and without further order of the Court, exercise the rights as it would have under applicable state law but for the pendency of this proceeding, cancel all insurance policies identified in the Agreement or any amendment thereto, including any substitute or replacement policies which may be purchased after the date of this Order, and receive and apply to Foster Enterprises' account any unearned premiums and dividends and, subject to the interests of any mortgagee or loss payee, any loss payments that reduce the unearned premiums. In the event that, after application of unearned premiums or loss payments, any sums still remain due to Cypress Premium under the Agreement, the deficiency will, pursuant to Section 364(c)(1) of the Bankruptcy Code, be deemed an administrative expense of Foster Enterprises' estate with priority over any or all administrative expenses of the kind specified in Sections 503(b) or 507(b) of the Bankruptcy Code, regardless of whether the administrative expenses are incurred in this case or after any conversion of this case to a case under Chapter 7 of the Bankruptcy Code. A copy of the Debtor's Motion is available at: http://bankrupt.com/misc/cacb17-15749-141.pdf About Foster Enterprises Foster Enterprises is a trucking company in Ontario, California. The principal business address of the Debtor 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 jointly administered with the Chapter 11 case of Howard Dean and Anna Mae Foster (Bankr. C.D. Cal. Case No. 17-15915) filed on July 10, 2017. Ms. Foster is a general partner in Debtor. The cases are assigned to Judge Scott C. Clarkson. The Fosters are represented by Dean G. Rallis, Jr., Esq., at Angin, Flewelling, Rasmussen, Campbell & Trytten LLP. GARLIC'S COVE: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------- The Office of the U.S. Trustee on Oct. 17 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Garlic's Cove LLC. Garlic's Cove LLC filed for Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 17-10986) on Sept. 19, 2017. GELTECH SOLUTIONS: Obtains $525K from Sale of Common Shares ----------------------------------------------------------- Michael Reger, the chairman and president of GelTech Solutions, Inc., purchased 285,714 shares of the Company's common stock and 142,857 two-year warrants exercisable at $2.00 per share for $50,000 on Oct. 12, 2017, according to a Form 8-K report filed with the Securities and Exchange Commission. Additionally, since Aug. 29, 2017, Mr. Warren Mosler, a 10% holder, has purchased 2,639,284 shares of the Company's common stock and 1,319,643 two-year warrants exercisable at $2.00 per share for a total of $475,000. These purchases were made in accordance with that certain Stock Purchase Agreement entered into with Mr. Mosler which was previously disclosed on a Form 8-K filed on Aug. 28, 2017. All of the securities reported under this Item 3.02 were issued without registration under the Securities Act of 1933 in reliance upon the exemption provided in Section 4(a)(2) and Rule 506(b) thereunder. About GelTech Jupiter, Fla.-based GelTech Solutions. Inc. is a Delaware corporation organized in 2006. The Company markets four products: (1) FireIce(R), a water soluble fire retardant used to protect firefighters, structures and wildlands; (2) Soil2O(R) 'Dust Control', its new application which is used for dust mitigation in the aggregate, road construction, mining, as well as, other industries that deal with daily dust control issues; (3) Soil2O(R), a product which reduces the use of water and is primarily marketed to golf courses, commercial landscapers and the agriculture market; and (4) FireIce(R) Home Defense Unit, a system for applying FireIce(R) to structures to protect them from wildfires. GelTech Solutions reported a net loss of $4.67 million on $1.20 million of sales for the year ended Dec. 31, 2016, compared with a net loss of $6.02 million on $1.31 million of sales for the year ended Dec. 31, 2015. As of June 30, 2017, Geltech had $2.31 million in total assets, $8.74 million in total liabilities and a total stockholders' deficit of $6.42 million. Salberg & Company, P.A., in Boca Raton, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has a net loss and net cash used in operating activities in the amount of $4.672 million and $3.345 million, respectively, for the year ended Dec. 31, 2016, and has an accumulated deficit and stockholders' deficit of $47.96 million and $6.364 million, respectively, at Dec. 31, 2016. These matters raise substantial doubt about the Company's ability to continue as a going concern. GIGA-TRONICS INC: Shareholders Elect Five Directors --------------------------------------------------- Giga-tronics Incorporated held its annual meeting of shareholders on Oct. 11, 2017, at which the shareholders: (a) elected Gordon L. Almquist, Lutz P. Henckels, John R. Regazzi, William J. Thompson and Jamie Weston to the Company's Board of Directors to serve for the ensuing year; (b) ratified the appointment of Crowe Horwath LLP as independent certified public accountants for the fiscal year ending March 31, 2018; (c) approved on an advisory basis the compensation of the Company's named executive officers; (d) approved an amendment to the Company's amended and restated articles of incorporation to effect a reverse stock split of the outstanding shares of the Company's common stock, no par value, in the ratio of 1:4; and (e) approved under applicable NASDAQ rules, the issuance of shares in a private placement of any combination of common stock, preferred stock or warrants to purchase common stock, which upon their issuance could result in the issuance of more than 20% of the number of outstanding shares. About Giga-tronics Headquartered in Dublin, California, Giga-tronics Incorporated (NASDAG:GIGA) produces electronic warfare instruments used in the defense industry and YIG RADAR filters used in fighter jet aircraft. It designs, manufactures and markets the new Advanced Signal Generator (ASG) for the electronic warfare market, and switching systems that are used in automatic testing systems primarily in aerospace, defense and telecommunications. Giga-tronics reported a net loss of $1.54 million on $16.26 million of net sales for the year ended March 25, 2017, compared to a net loss of $4.10 million on $14.59 million of net sales for the year ended March 26, 2016. As of June 24, 2017, Giga-tronics had $9.06 million in total assets, $8.39 million in total liabilities and $668,000 in total shareholders' equity. The Company incurred net losses of $1.3 million and $102,000 in the first quarter of fiscal 2018 and fiscal 2017, respectively. These losses have contributed to an accumulated deficit of $26.8 million as of June 24, 2017. The Company used cash flow in operations totaling $1.1 million and $589,000 in the first quarter of fiscal 2018 and 2017, respectively. The Company has experienced delays in the development of features, receipt of orders, and shipments for the new Advanced Signal Generator. These delays have contributed, in part to a decrease in working capital. The new ASG product has shipped to several customers, but potential delays in the development of features, longer than anticipated sales cycles, or uncertainty as to the Company's ability to efficiently manufacture the ASG, could significantly contribute to additional future losses and decreases in working capital. To help fund operations, the Company relies on advances under the line of credit with Bridge Bank which expires on May 6, 2019. The agreement includes a subjective acceleration clause, which allows for amounts due under the facility to become immediately due in the event of a material adverse change in the Company's business condition (financial or otherwise), operations, properties or prospects, or ability to repay the credit based on the lender's judgement. As of June 24, 2017, the line of credit had a balance of $582,000. The Company said these matters raise substantial doubt as to its ability to continue as a going concern. GOODMAN AND DOMINGUEZ: Plan Filing Period Extended Through Oct. 31 ------------------------------------------------------------------ The Hon. Robert A. Mark of the U.S. Bankruptcy Court for the Southern District of Florida has entered an Interim Order, extending the exclusive periods for Goodman and Dominguez, Inc. and its affiliates to file a plan of reorganization and solicit acceptances to that plan, through and including October 31 and December 27, 2018, respectively. The Court has scheduled a final hearing on the Debtors' Motion for an Extension of Exclusivity Periods which will take place on October 31 at 1:30 p.m. The Debtors are required to file the monthly operating reports for September 2017 by October 25. The Troubled Company Reporter has previously reported that the Debtors sought a 90-day extension of their exclusive periods to file a plan of reorganization and solicit acceptances to that plan, to January 8 and March 6, 2018, respectively. The Debtors contended that the general claims bar date falls less than one week after the October 10 deadline for the Debtors to file a proposed plan. Pursuant to the Bar Date Notice dated June 19, the general bar date for entities to file proofs of claim is October 12 and for governmental units to file proofs of claim is December 6. The Debtor said that as of October 4, only 35 proofs of claim have been filed. In order for the Debtors to provide adequate information regarding expected distributions to creditors in the disclosure statement to be filed by the Debtors, the Debtors told the Court that it needed an extension of the Exclusivity Periods until after the passage of the Bar Dates to provide them sufficient time to review and analyze the claims that were filed to determine the proper amounts of such claims for inclusion in the disclosure statement. Likewise, the Debtors claimed that they are in meaningful discussions and negotiations with several landlords regarding potential lease modifications and rent reduction which will greatly enhance the Debtors reorganization efforts. In addition, the Debtors said that they have been working throughout their chapter 11 cases with the Committee and the Office of the U.S. Trustee on issues that have arisen in these chapter 11 cases. Thus, the Debtors needed additional time to continue and finalize these negotiations as part of the plan process. About Goodman and Dominguez Goodwin and Dominguez, Inc. and its affiliated entities own and operate a closely-held business in the retail shoe industry and on-line sales via e-commerce at http://www.trafficshoe.com/-- The business, which started in Miami in 1989 with just one store, strives to provide the hottest footwear to a fashion forward, budget conscious consumer. Goodwin and Dominguez and its affiliates co-debtors Traffic, Inc., Traffic Las Plazas, Inc., and Traffic Plaza Del Norte, Inc., filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 16-10056) on Jan. 4, 2016. When they sought bankruptcy protection in 2016, the Debtors operated 83 mall-based stores located in 9 states within the U.S. and Puerto Rico and employed 608 employees. Upon the effective date of the reorganization plan confirmed December 2016, the Debtors expected to continue operating 62 mall-based stores with 477 employees. The Official Committee of Unsecured Creditors formed in the 2016 cases tapped Christopher A. Jarvinen and the Law Firm of Berger Singerman LLP as counsel and KapilaMukamal as financial advisor. On June 9, 2017, Goodwin and Dominguez and its affiliated debtors commenced new Chapter 11 cases (Bankr. S.D. Fla. Lead Case No. 17-17237). Goodwin and Dominguez estimated $1 million to $10 million in assets and liabilities. The Hon. Robert A Mark oversees the 2017 cases. Meland Russin & Budwick, P.A., is serving as counsel to the Debtors. It also served as counsel to the Debtors in the original cases. Christopher A. Jarvinen, Esq. at Berger Singerman LLP serves as counsel to the Debtors' Official Committee of Unsecured Creditors. HARRINGTON & KING: Taps Rally Capital as Investment Banker ---------------------------------------------------------- The Harrington & King Perforating Co., Inc., received approval from the U.S. Bankruptcy Court for the Northern District of Illinois to hire Rally Capital Services LLC as investment banker. The firm will provide these services to the company and its affiliates in connection with their Chapter 11 cases: (a) provide advice to management and certain budgeting and back-office accounting services, as needed, to monitor the Debtors' going-concern operations for a limited time (approximately 6 to 8 weeks) while it attempts to identify potential purchasers and, if possible, complete a going-concern sale of their business; (b) review and evaluate the Debtors' existing projections and work with the Debtors to develop updated financial projections based on the current and projected backlog of orders; (c) work with the Debtors to develop weekly cash flow schedules to monitor, maintain, and control their performance during the going-concern marketing period; (d) keep all interested parties apprised of the Debtors' financial performance during the marketing period; (e) market the Debtors' assets for sale consistent with procedures to be approved by the court, negotiate the terms of any sale with potential purchasers, and if necessary, conduct an auction of the Debtors' assets; and (f) work with the Debtors to prepare an updated liquidation analysis in preparation for a liquidation of all of their assets in the event that their business cannot be sold as a going concern. The personnel expected to provide the services are Howard Samuels, David Missner, and Daniel Lee, each of whom has an hourly billing rate of $300. The hourly rates for other professionals employed with the firm range from $225 to $300. Rally Capital will receive from the Debtors a retainer in the sum of $50,000. Howard Samuels, a member of the firm, disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Howard B. Samuels Rally Capital Services LLC 350 N. LaSalle Street, Suite 1100 Chicago, IL 60610 About The Harrington & King The Harrington & King Perforating Co., Inc., and Harrington & King South Inc. are in the business of manufacturing perforating metal sheets and rolled coils of varying gauges and types to produce hole patterns of various sizes, shapes, and spacing. Most of the work is done to customer specifications and consists of high value-added jobs, not typical of most metal punching. The products are used in automotive, acoustics, architecture, food and pharmaceutical straining and filtering, interior design, manufacturing, safety flooring, pollution control, transportation and mining cleaning and grading, electronics and other fields. Harrington & King Perforating Co. and Harrington & King South sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case Nos. 16-15650 and 16-15651) on May 7, 2016. The petitions were signed by Greg McCallister, chief restructuring officer and chief operating officer. The cases are jointly administered under Case No. 16-15650. The Debtors each estimated assets and liabilities of $1 million to $10 million. The cases are assigned to Judge Deborah L. Thorne. The Debtors engaged The Law Office of William J. Factor, Ltd., as bankruptcy counsel. The Debtors tapped Ulmer & Berne LLP as special counsel; Spiegel & Cahill, P.C., as special workers' compensation counsel; Beacon Management Advisors LLC as financial advisor; and Cushman & Wakefield of Illinois, Inc., as real estate broker. The official committee of unsecured creditors retained Goldstein & McClintock LLLP as its legal counsel and Conway MacKenzie, Inc., as its financial advisor. * * * On April 11, 2017, the Debtors filed a disclosure statement and Chapter 11 plan of reorganization. HERITAGE GREEN: Hires Togut Segal & Segal as Restructuring Counsel ------------------------------------------------------------------ Heritage Green Development LLC seeks authority from the United States Bankruptcy Court for the Southern District of New York to employ Togut, Segal & Segal LLP as restructuring counsel. Services to be provided by the Togut Firm are: a. advise the Debtor regarding its powers and duties as Debtor-in-possession; b. prepare and file, on the Debtor's behalf, motions, applications, answers, proposed orders, reports and papers necessary to represent the Debtor's interests in the Chapter 11 Case; c. attend meetings and negotiate with representatives of creditors and other parties-in-interest; d. prepare and file the Debtor's Schedules of Assets and Liabilities and Statements of Financial Affairs; e. obtain Bankruptcy Court approval to retain professionals as may be needed in this Chapter 11 Case; f. reconcile and, if appropriate, object to, claims filed against the Debtor in this Chapter 11 Case; g. effectuate the assumption, assignment and rejection, as appropriate, of executory contracts and unexpired leases, if any; h. negotiate, consummate, and seek Court approval for the sale of estate assets; i. prepare, file and seek confirmation of a Chapter 11 plan; j. appear before the Court and any appellate courts to protect the interests of the Debtor's estate in connection with restructuring matters; k. respond to inquiries and calls from creditors and counsel to interested parties regarding pending matters; and l. perform other necessary legal services for matters, and provide other necessary legal advice to the Debtor in connection with this Chapter 11 Case. The Togut Firm's hourly rates are: Partners $695 to $990 Counsel $630 to $730 Associates $320 to $570 Paralegals and Law Clerks $195 to $335 Frank A. Oswald, a member of Togut, Segal & Segal LLP, attests that the Togut Firm is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code, as modified by section 1107(b) of the Bankruptcy Code. The Firm can be reached through: Frank A. Oswald, Esq. Scott E. Ratner, Esq. TOGUT, SEGAL & SEGAL LLP One Penn Plaza New York, NY 10119 Tel: (212) 594-5000 E-mail: frankoswald@teamtogut.com seratner@teamtogut.com. About Heritage Green Development Heritage Green Development filed as a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). The Company's principal assets are located at Rosewick Road at Radio Station Road, Charles County, La Plata, Maryland, with an estimated market value of $22.3 million. Heritage Green is owned by Lapas, L.C. (20%) and Blazec Enterprises Limited (80%). It is an affiliate of Puble N.V. and Scotia Valley N.V., both of which sought bankruptcy protection (Bankr. S.D.N.Y. Case Nos. 17-10747 and 17-10748, respectively) on March 28, 2017. Heritage Green Development filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 17-12701) on September 27, 2017. The petition was signed by Charis C. Lapas, manager. Judge Michael E. Wiles presides over the case. Frank A. Oswald, Esq. and Scott E. Ratner, Esq. at Togut, Segal & Segal LLP represents the Debtor as counsel. At the time of filing, the Debtor estimates $10 million to $50 million in both assets and liabilities. HI-CRUSH PARTNERS: Moody's Hikes CFR to B3; Outlook Stable ---------------------------------------------------------- Moody's Investors Service upgraded Hi-Crush Partners LP's ("Hi-Crush" or "LP") Corporate Family Rating ("CFR") to B3 from Caa1, the Probability of Default Rating to B3-PD from Caa1-PD, and senior secured term loan B due 2021 to B3 from Caa1. The Speculative Grade Liquidity Rating was upgraded to SGL-2. The outlook was changed to stable from positive. The following rating actions were taken: Corporate Family Rating, upgraded to B3 from Caa1; Probability of Default Rating, upgraded to B3-PD from Caa1-PD; $200 million senior secured term loan B due 2021, upgraded to B3 (LGD3) from Caa1 (LGD3); Speculative Grade Liquidity Rating, upgraded to SGL-2 from SGL-3; The rating outlook was changed to stable from positive. RATINGS RATIONALE The ratings upgrade reflects improvement in key credit metrics and Moody's expectation that industry conditions will continue to improve in 2018 on the strength of frac-sand demand and increasing volumes. Adjusted operating margin improved to 4.5% for the 12 months ended June 30, 2017 from -11.5% for the year ended 2016. Adjusted EBIT to interest expense improved to 0.7x from -1.0x and adjusted debt-to-EBITDA to 6.0x from 27.9x over the same period. Moody's expects adjusted operating margin to increase above 11%, adjusted EBIT to interest expense to increase to approximately 3.1x and adjusted debt-to-EBITDA to approximately 3.1x by year end 2017. Hi-Crush's credit profile is supported by the LP's solid market position in the frac-sand industry, its position as one of the larger frac-sand producers of high-quality "Northern White" sand, strategically located production facilities and logistical network, and long-standing customer relationships. In 2017, Hi-Crush added to its platform the LP's first in-basin facility serving the Permian Basin. Moody's credit views also considers the firm's limited size, reliance on a single commodity product, exposure to one cyclical end market, and reliance on the hydraulic fracturing industry for substantially all of its revenue and operating income. As of July 31, 2017, Hi-Crush's liquidity includes approximately $85.7 million, consisting of approximately $27.5 million in cash and $58.2 million revolver (unrated) capacity. Liquidity is also supported, to a limited extent, by Moody's expectations that Hi-Crush will generate free cash flow even when the LP restores cash distributions to unit holders. Moody's credit view incorporates the Master Limited Partnership ("MLP") capital structure which constrains liquidity in a normalized operating environment. Importantly, Moody's credit views overweights the volatility in operating performance associated with the LP's key oil and gas markets which experienced prolonged and material weakness in 2015 and 2016. Hi-Crush's adjusted operating margin was negative in each quarter during 2016, and only turned positive in 2Q17 on the recovery in energy markets. Hi-Crush's Speculative Grade Liquidity rating of SGL-2 reflects the company's good liquidity position. As of July 31, 2017, Hi-Crush's liquidity includes approximately $85.7 million, consisting of approximately $27.5 million in cash and $58.2 million revolver (unrated) capacity. The company had $16.8 million letter of credit commitments. The LP also has available an equity distribution program under which the company can sell common LP units up to $50 million. As of June 30, 2017, no common LP units had been issued under this program. Hi-Crush has no material debt maturities until April 2019 when its $75 million revolving credit agreement matures. As of June 30, 2017, Hi-Crush had no outstanding indebtedness under the revolver. The revolver is governed by quarterly maximum leverage covenant and minimum interest coverage beginning the quarter ending June 30, 2017. The facility also provides for an equity cure provision to cover any covenant shortfalls. Moody's believes Hi-Crush will have healthy cushions in its financial covenants through 2018. The company has generated negative free cash flow over the past several years due to distributions made to the company's unit holders and capital investments, and more recently due to weak earnings. Given the company's MLP structure and despite Hi-Crush's distribution suspension, Moody's expects that the company will return to making distributions to its unit holders resulting in weak free cash flow generation over the long-term. The stable outlook reflects Moody's expectations that adjusted operating income and key credit metrics will improve from higher volumes and stable pricing driven by favorable supply/demand dynamics. The stable outlook also assumes that Hi-Crush will maintain ample liquidity as it funds its growth initiatives. Moody's indicated that the ratings could be upgraded if adjusted EBIT-to-interest expense is sustained above 2.0x, adjusted debt-to-book capitalization is sustained below 65% and adjusted operating margin increases above 20%. Additionally, an upgrade would also require solid liquidity and healthy end market conditions. The ratings could be downgraded if the LP fails to increase and maintain adjusted EBIT-to-interest comfortably above 1.0x, adjusted operating margin deteriorates, and adjusted debt-to-book capitalization is sustained above 70%. A ratings downgrade could also result from a material deterioration in liquidity, any large debt-funded acquisitions, or any transaction that would weaken the company's financial flexibility. The principal methodology used in these ratings was Building Materials Industry published in January 2017. Hi-Crush Partners LP, based in Houston, Texas, is an integrated producer, transporter, marketer and distributor of high-quality monocrystalline sand, which is a specialized mineral used as a proppant to recover hydrocarbons from oil and natural gas wells. Hi-Crush owns, operates and develops sand reserves and related excavation, processing and distribution facilities. At year-end 2016, the company held approximately 315.7 million tons of proven recoverable reserves of frac sand meeting API specifications, had 10.43 million tons of annual processing capacity, owned or leased 4,173 railcars and owned 11 destination terminals (two of which are currently idled). The Kermit facility, which opened in July 2017, has 55.5 million tons of proven recoverable reserves and 3 million tons of annual processing capacity. For the 12 months ended June 30, 2017, the company generated revenue of $332 million. HJR LLC: Hires Newmark Grubb Pfefferle as Real Estate Broker ------------------------------------------------------------ HJR, LLC seeks authorization from the U.S. Bankruptcy Court for the Eastern District of Wisconsin to employ Newmark Grubb Pfefferle as real estate broker for the estate. The Debtor requires Newmark to market and list for sale 1201 N. Badger Ave., Appleton, WI at a listing price of $209,000. Newmark total fees are to be based on a 6% commission of the gross selling price of the property sold. Elizabeth Ringgold, real estate broker at Newmark Grubb Pfefferle, 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. Newmark may be reached at: Elizabeth Ringgold Newmark Grubb Pfefferle 200 E. Washington Street, Suite 2A Appleton, WI 54911 Tel: (920) 560-5061 About HJR, LLC HJR, LLC, sought Chapter 11 protection (Bankr. E.D. Wis. Case No. 17-29073) on Sept. 13, 2017, estimating assets in the range of $500,000 to $1 million and $1 million to $10 million in debt. The petition was signed by Charanjit Singh, its member. HJR, LLC, doing business as Neenah BP, formerly doing business as Badger Avenue Gas, is a small business debtor as defined in 11 U.S.C. Section 101(51D), owns gas stations. HJR has buried gas tanks at two of its gas station locations: 1720 North St. Neenah, WI 54956 and 1201 N. Badger Ave., Appleton, WI 54914. Both sites are currently inspected and up to code. Judge Susan V. Kelley is assigned to the case. The Debtor tapped John W. Menn, Esq., at Steinhilber Swanson LLP, as counsel. HOAG URGENT: Hires Force 10 Partners as Financial Advisor --------------------------------------------------------- Hoag Urgent Care-Tustin, Inc., and its debtor-affiliates seek permission from the U.S. Bankruptcy Court for the Central District of California to employ Force 10 Partners, LLC, as their financial advisor. The Debtors operate five urgent care clinics located throughout Southern California. On September 26, 2013, the Debtors entered into a series of loan agreements with Opus Bank in order to refinance then-existing debt. In association with the Opus Loans, Opus purportedly obtained a security interest in certain assets of the Clinics. Unfortunately, the business did not expand as forecasted -- which ultimately made it difficult for the Debtors to meet their obligations under the Opus Loans, among others. Accordingly, the Debtors and Opus entered into negotiations in an effort to restructure the Opus Loans, which ultimately resulted in the Debtors stipulating to the appointment of a receiver (the "Opus Receiver") to supervise and oversee certain aspects of the Clinics' operations. Thereafter, the Opus Receiver, in conjunction with Opus and Newport Healthcare Center LLC ("Newport"), the lessor of the properties utilized by the Hoag Debtors, negotiated a settlement agreement (the "Opus Agreement") through which the Opus Receiver agreed to transfer and/or relinquish any right in the Hoag clinics to Newport -- thereby divesting the Hoag Debtors of any interest in the Hoag clinics -- in exchange for $116,000, which the Receiver was obligated to pay to Opus upon receipt. The Debtors require Force 10 to: a. analyze the Debtors' operating performance; b. prepare short-term and long-term cash flow projections; c. assist with the preparation and presentation of the monthly operating reports and financial information and documentation to be provided to Opus, Hoag, and Newport; d. advise the Debtors on restructuring options; e. assist with lender negotiations (if any); and f. provide other turnaround-related services and advice. Force 10 will be paid at these hourly rates: Brian Weiss $450 Chad Kurtz $325 Financial Advisors $195-$450 On July 27, 2017, the Firm received a retainer in the amount of $40,000. Force 10 will also be reimbursed for reasonable out-of-pocket expenses incurred. Brian Weiss, co-founder and partner with Force 10 Partners, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Force 10 may be reached at: Brian Weiss Force 10 Partners, LLC 20341 SW Birch, Suite 220 Newport Beach, CA 92660 Tel: (949) 357-2368 Mobile: (949)933-7011 E-mail: bweiss@force10partners.com About Hoag Urgent Care-Tustin Inc. Hoag Urgent Care-Tustin, Inc. and its affiliates operate five urgent care clinics located throughout Southern California. The Debtors filed Chapter 11 bankruptcy petitions (Bankr. C.D. Cal. Case No. 17-13077) on Aug. 2, 2017. The petitions were signed by Dr. Robert C. Amster, president. The Debtors disclosed that they had estimated assets and liabilities of $1 million to $10 million. Judge Theodor Albert presides over the cases. The Debtors hired Keen-Summit Capital Partners LLC as investment banker. HUNTINGTON INGALLS: Fitch Hikes IDR & Unsec. Debt Ratings From BB+ ------------------------------------------------------------------ Fitch Ratings has upgraded Huntington Ingalls Industries, Inc.'s (HII) Issuer Default Rating and senior unsecured debt ratings to 'BBB-' from 'BB+' and 'BB+/RR4', respectively. Fitch has also affirmed HII's senior secured facilities at 'BBB-'. The Rating Outlook is Stable. The action covers approximately $1.3 billion of outstanding debt. KEY RATING DRIVERS The upgrade is driven by the stabilization of HII's credit profile, the improvement of several key credit metrics to a level consistent with an investment-grade rating, and the evolution of HII's financial policies including management's commitment to maintaining the company's current credit metrics for the foreseeable future. Fitch believes the updated financial policy is a logical conclusion following the stabilization of HII's credit profile over the past several years, and it also solidified Fitch beliefs that HII has moved away from a possible material increase in leverage to pursue sizable debt-funded acquisitions. Fitch's previous 'BB+' rating for the company reflected a potential for relative instability in the company's leverage profile. HII's leverage is low when compared to similarly rated peers in the aerospace and defense sector; however, Fitch considers it to be appropriate for the 'BBB-' rating given other aspects of the company's credit profile. Fitch views HII's lack of revenue diversification and exposure to program execution risks as constraints to HII's credit ratings and expects HII would need to maintain stronger than average credit metrics and financial flexibility compared to similarly rated aerospace & defense companies. In 2016, HII derived more than 90% of its revenues from seven programs and was exposed to changes to the U.S. Navy's 30-year shipbuilding plans. The concentration of the large-ticket programs amplifies operating risks as evidenced by the financial underperformance of the company from 2008 to 2012 due to troubles with LPD and LHD/LHA ships in its Ingalls segment. The company's current leverage profile and solid cash generation mitigate the aforementioned concerns. Fitch estimates HII will be able to maintain a strong credit profile and generate positive FCF even if, simultaneously, one of the programs is cancelled and the company experiences significant operating underperformance in one of its segments. In addition, HII's low product diversification is somewhat mitigated by the strategic importance of its Newport News operations and its large and highly visible backlog. HII's gross leverage (debt/EBITDA) was 1.2x for the LTM at June 30, 2017, unchanged from the end of 2016 and 2015, but down from 1.9x at the end of 2014. HII significantly improved its leverage in 2015 as a result of higher EBITDA margins (as calculated by Fitch) and the repayment of outstanding senior secured term loan. Fitch expects the company's leverage will remain stable over the rating horizon. HII has also significantly improved its margins and cash flows over the past five years. EBITDA margins reached 15.3% in 2016, up from 8.4% in 2012, although we believe a more sustainable margin for the company is in the range of 13%-15%. The company generated $439 million of FCF in 2016 and Fitch expects HII will generate above $300 million of FCF in 2017, down from 2016, mostly due to an anticipated significant increase in capex. The ratings are supported by HII's strong operating performance and cash generation, solid liquidity, and large and highly visible backlog and long lead times, which should allow the company to adjust its cost structure in a timely manner if the U.S. Navy's 30-year shipbuilding plan changes dramatically and unexpectedly. The company's Newport News operations are strategically important to the U.S.'s security policy and defense infrastructure, and the majority of the company's products have a significant role in the U.S. Navy's 30-year shipbuilding plan. HII is focused on gradually diversifying its revenues and reducing its exposure to U.S. Department of Defense (DoD) spending. On Dec.1, 2016, HII acquired Camber Corporation, a government services company, for $372 million. Camber, along with several acquisitions completed in prior years, diversifies HII's product offerings somewhat and could represent a new growth platform. Fitch views HII's diversification efforts as credit positive but we are concerned as to HII's ability to succeed in the highly competitive technical service sector, which is not the company's historical core competency. The company has indicated its top priority is to invest in the core business and plans to spend approximately $1.2 billion in capital investments over the next four years as part of the $1.5 billion five-year plan announced in late 2015. In addition, Fitch believes the company will pursue small- to medium-sized bolt-on acquisitions funded by internally generated cash to bolster its Technical Services segment and improve its diversity. A debt-funded acquisition is possible; however, we expect the company would have a well-defined plan to return to its current leverage metrics within a reasonable timeline. Rating concerns include HII's significant exposure to program execution risk, large annual net working-capital swings, significant annual cash flow fluctuations related to the timing of pension cost reimbursements from the U.S. government, and program concentration. HII is also vulnerable to changes in plans regarding the fleet needs of the DoD and the Department of Homeland Security. Another concern is the large underfunded status of the company's defined benefit pension plans. At the end of 2016, HII's pension plans were underfunded by approximately $1.1 billion (approximately 81% funded), a slight deterioration from $1 billion deficit (82% funded) at the end of 2015. The deterioration is largely due to changes in actuarial assumptions, which more than offset HII's $167 million discretionary contribution to the qualified plans and approximately 7% return on the plan's assets in 2016. The pension benefit obligation was approximately $6.1 billion at the end of 2016, while the other post-retirement benefit obligation was $578 million. HII is fully funded on an ERISA basis and has not been required to make minimum contributions to its pension plans since 2011, but the company continued to make annual discretionary contributions. HII plans to make a $290 million discretionary contribution to its qualified pension plans in 2017. The pension deficit and required contributions are mitigated by expected reimbursements from the U.S. government which treats most of HII's of pension costs as allowable and reimbursable costs under some government contracts. The company estimates that its cash contributions will be fully offset by CAS recovery, and the company will have a $32 million net cash inflow related to its pension funding and other post-retirement benefits contributions in 2017. Ratings of Senior Secured Facility Despite having higher seniority and security, Fitch has affirmed HII's senior secured credit facility at 'BBB-', pari-passu with the upgraded IDR and the ratings of the senior unsecured notes. The 'BBB-' ratings for the senior secured facility is driven by the security release provision in the credit agreement. According to the facility's terms, the collateral securing the facility will be automatically released when the company's long-term unsecured debt is rated at 'BBB-' (or its equivalent) or higher with a Stable Rating Outlook by two specific credit rating firms. Fitch believes the company has a solid investment-grade credit profile and that the company's credit ratings will migrate to investment grade over time. Therefore, Fitch views the seniority of the credit facility as temporary and has rated it on par with the senior unsecured rating. The senior credit facilities are currently secured by a perfected first-priority security interest in all tangible and intangible assets, including intellectual property, material real property (excluding the shipyard in Avondale, LA) and all of the capital stock of direct subsidiaries (limited, in the case of the voting capital stock of foreign subsidiaries, to 65% of the voting capital stock). DERIVATION SUMMARY HII does not have an individual like-sized peer with a similar operating profile, but has the lowest customer, geographic and product diversification among aerospace and defense companies rated by Fitch. General Dynamics is the only other company with shipbuilding operations for the U.S. Navy, but it cannot be directly compared to HII due to its size, diversification and significantly stronger credit profile. Most industry peers at the upper end of the 'BB' rating category and the lower end of the 'BBB' rating category differ from HII for significant reasons. L-3 Technology and Harris Corp are both more diversified than HII, but have weaker leverage metrics despite their similar size. In addition, their revenues are less predictable due to the short-cycle nature of many of their IDIQ contracts. Orbital ATK is also more diversified than Huntington, but has a significantly weaker credit profile and a less predictable revenue stream. KEY ASSUMPTIONS Fitch's key assumptions within its rating case for HII include: -- Revenue growth in the high single digits over the next two years driven by the acquisition of Camber Corporation and higher volume in both shipbuilding segments; -- EBITDA margins in the range of 14%-15%; -- Combined net share repurchases and dividend payments will be in the range of 60%-90% of net earnings over the next several years; -- Capital expenditures will be in the range of 4%-5% of revenues; -- Debt levels will remain steady; -- The company will generate FCF in the range of $300 million-$400 million in 2017; -- HII will not make large acquisitions in the near future; -- HII will make a total of $333 million in pension and post-retirement benefit contributions in 2017, but its pension-related cash flow will be positive after giving effect to the expected $365 million CAS recoveries from the U.S. government. RATING SENSITIVITIES Future Developments That May, Individually or Collectively, Lead to Positive Rating Action A positive rating action is not likely in the near future. Fitch may consider a positive rating action if the company's adjusted leverage (adjusted debt/EBITDAR) and FFO-adjusted leverage decline and remain below 1.2x and 1.5x, respectively, for a sustained period of time. A positive rating action would also depend on better product and end-customer diversification, as Fitch expects the company would need to maintain stronger-than-average credit metrics due to the company's low diversification and high exposure to project execution risks. Future Developments That May, Individually or Collectively, Lead to Negative Rating Action A negative rating action would be considered should the company's adjusted leverage and FFO-adjusted leverage increase and remain above 2x and 2.5x, respectively. Fitch may also consider a negative rating action if the company engages in significant debt-funded acquisitions without a clear commitment and path to returning to strong credit metrics within two to three years from the date of acquisition. LIQUIDITY The company has a strong liquidity position. As of June 30, 2017, HII had liquidity of $1.8 billion, including $553 million in readily available cash and $1.25 billion of availability under its revolver. There is no material amount of cash located overseas. In 2015, HII restated and amended its senior secured revolving credit facility and increased its size from $650 million to $1.25 billion. The revolver includes a Letter of Credit sublimit of $500 million and the majority of the facility's covenants remained the same as in the original 2011 agreement. The company has a favorable maturity schedule with no material maturities until 2021 when $600 million in senior unsecured notes become due. FULL LIST OF RATING ACTIONS Fitch has taken the following rating actions: Huntington Ingalls Industries, Inc. -- Issuer Default Rating upgraded to 'BBB-' from 'BB+'; -- Senior secured credit facilities affirmed at 'BBB-'; -- Senior unsecured notes upgraded to 'BBB-' from 'BB+/RR4'. The Rating Outlook is Stable. IMPAX LABORATORIES: Moody's Puts B2 CFR Under Review for Upgrade ---------------------------------------------------------------- Moody's Investors Service placed the ratings of Impax Laboratories, Inc. under review for upgrade, following announcement of an all-stock merger with Amneal Pharmaceuticals, LLC. Ratings under review include the B2 Corporate Family Rating, B2-PD Probability of Default Rating, and Ba2 senior secured credit facilities (revolver and term loan) ratings. In addition, Moody's affirmed the SGL-1 Speculative Grade Liquidity Rating. Impax will benefit from significantly improved scale, manufacturing capabilities, and a stronger earnings outlook from combining with Amneal. Moody's expects the combined company will have lower financial leverage at around 5 times gross debt to EBITDA (without synergies), than Impax on a standalone basis (around 6.5 times). Credit metrics will improve in 2018 from meaningful opportunities for cost synergies in addition to ongoing restructuring activities at Impax. Including Moody's expectation for realized synergies in 2018, Moody's believes debt to EBITDA will improve to 4 times in 2018 (for the combined company). Moody's review of Impax's ratings will primarily focus on receipt of regulatory and shareholder approvals for the merger. The deal is expected to close in the first half of 2018. Ratings placed on review for upgrade: Impax Laboratories, Inc. Corporate Family Rating, B2 Probability of Default Rating, B2-PD Senior secured credit facilities, Ba2 (LGD2) Outlook, changed to rating under review from stable. Rating affirmed: SGL-1 Speculative Grade Liquidity Rating RATINGS RATIONALE The B2 Corporate Family Rating (ratings under review for upgrade) reflects Impax's high financial leverage with debt/EBITDA exceeding 6.0 times. The ratings are also constrained by Impax's modest size and scale in the generic drug industry, which is characterized by intense competition and pricing pressure from its customers. The ratings are also constrained by Impax's geographic concentration, as almost all revenues are generated in the US. The ratings are supported by relatively good product diversity, a growing branded business and good projected cash flow. The SGL-1 Speculative Grade Liquidity Rating reflects Moody's expectation of very good liquidity over the next 12 months. Moody's believes free cash flow will be around $50 million over the next twelve months, with an undrawn $200 million revolving credit facility, and ample cushion under its financial covenants. Impax Laboratories, Inc., headquartered in Hayward, CA, is a specialty generic and branded pharmaceutical producer operating in the US. Impax reported $813 million of revenues for the twelve month period ended June 30, 2017. The principal methodology used in these ratings was Pharmaceutical Industry published in June 2017. ITUS CORPORATION: Will Sell $24 Million Worth of Securities ----------------------------------------------------------- ITUS Corporation plans to offer shares of its common stock, preferred stock, warrants and units having a proposed maximum aggregate offering price of $24 million. The Company may offer and sell these securities separately or together, in one or more series or classes and in amounts, at prices and on terms described in one or more offerings. The Company may offer the securities through underwriting syndicates managed or co-managed by one or more underwriters or dealers, through agents or directly to purchasers. The Company's common stock is quoted on the Nasdaq Capital Market under the symbol "ITUS." The last reported sale price of the Company's common stock on The NASDAQ Capital Market on Oct. 12, 2017, was $3.41 per share. The aggregate market value of the Company's outstanding common stock held by non-affiliates is $74,088,376 based on 16,558,739 shares of outstanding common stock, of which 14,847,370 shares are held by non-affiliates, and a per share price of $4.99 which was the closing sale price of the Company's common stock as quoted on the NASDAQ Capital Market on Sept. 26, 2017. Concurrently with the securities being offered by the Company in a primary offering pursuant to this prospectus, an additional 1,487,606 shares of its common stock have been registered in a separate prospectus included in its Registration Statement on Form S-3 (File No. 333-217060) declared effective on April 10, 2017, and 3,272,143 shares of its common stock have been registered in a secondary offering in a separate prospectus included in our Post-Effective Amendment No. 2 to Form S-1 on Form S-3 (File No. 333-193869) declared effective on Feb. 2, 2016. A full-text copy of the Form S-3 is available for free at: https://is.gd/5BHt4o About ITUS Corporation San Jose, California-based ITUS Corporation (NASDAQ:ITUS) -- http://www.ITUScorp.com/-- funds, develops, acquires, and licenses emerging technologies in areas such as biotechnology. Formerly known as CopyTele, the Company is developing a platform called Cchek, a series of non-invasive, blood tests for the early detection of solid tumor based cancers, which is based on the body's immunological response to the presence of a malignancy. CopyTele changed its name to "ITUS Corporation" on Sept. 2, 2014, to reflect the Company's change in its business operations. Haskell & White LLP, in Irvine, California, issued a "going concern" qualification on the Company's 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. 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. 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. JEFFREY L. MILLER: Seeks to Hire Soldnow as Auctioneer ------------------------------------------------------ Jeffrey L. Miller Investments, Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire an auctioneer. The Debtor proposes to employ Soldnow, LLC to hold an auction for its real properties located in Tampa, Florida, and pay the firm from the gross sale proceeds. The firm will be compensated according to this arrangement: (i) 80% of the buyer's premium if someone other than the Debtor 's lender is the highest bidder at the auction; (ii) 10% of the purchase price if the property is sold pre- auction or post-auction or in the event of a sale or transfer of the note and mortgage; (iii) $50,000 if the lender is the highest bidder at the auction; or (iv) a $15,000 cancellation or no-sale fee if the Debtor elects not to cancel the auction or not sell the property at the auction day for any cause. Soldnow is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code, according to court filings. About Jeffrey L. Miller Investments Jeffrey L. Miller Investments, Inc., based in Tampa, FL, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 16-10036) on Nov. 23, 2016. The petition was signed by Jeffrey L. Miller, president. At the time of the filing, the Debtor disclosed $6.54 million in assets and $4.18 million in liabilities. Judge Michael G. Williamson presides over the case. Buddy D. Ford, P.A. represents the Debtor as bankruptcy counsel. The Debtor hired Owen & Dunivan, PLLC as its corporate counsel and Robert F. Cohen, CPA, PA as its accountant. JIYA CO: Taps Michael Nicolella as Appraiser -------------------------------------------- JIYA Co. seeks approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to hire an appraiser. The Debtor proposes to employ Michael Nicolella to assist in determining the "fair market value" of its real properties included in the bankruptcy estate. Mr. Nicolella will be paid a flat rate of $250 per residential real estate appraisal performed. Neither Mr. Nicolella nor any party with which he has an affiliation represents any interest adverse to the Debtor, its estate and creditors, according to court filings. The Debtor is represented by: Jeffrey T. Morris, Esq. Elliott & Davis PC 425 First Ave. Pittsburgh, PA 15203 Phone: 412-434-4911 ext. 34 Email: morris@elliott-davis.com About JIYA Co. JIYA Co. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 17-23651) on September 11, 2017. Prasad Margabandhu, 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 Gregory L. Taddonio presides over the case. Elliott & Davis PC is the Debtor's bankruptcy counsel. JIYA CO: U.S. Trustee Unable to Appoint Committee ------------------------------------------------- The Office of the U.S. Trustee on Oct. 13 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of JIYA Co. JIYA Co. is represented by: Jeffrey T. Morris, Esq. Elliott & Davis PC 425 First Ave. Pittsburgh, PA 15203 Phone: 412-434-4911 ext. 34 Email: morris@elliott-davis.com About JIYA Co. JIYA Co. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 17-23651) on September 11, 2017. Prasad Margabandhu, 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 Gregory L. Taddonio presides over the case. Elliott & Davis PC is the Debtor's bankruptcy counsel. JLC DAYCARE: Taps Tyler Collier as Accountant --------------------------------------------- JLC Daycare, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to hire an accountant. The Debtor proposes to employ Tyler Collier Associates LLC to prepare its tax returns for the years 2009 through 2016. The firm's standard hourly rates are: Certified Public Accountants $150 Accountant $100 Paraprofessionals $75 It is estimated that the work will amount to approximately $875 to $1,025 for each year of tax returns. A retainer of $1,000 has been paid and the balance will be paid at the rate of $600 per month. Tyler Collier is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Terry O. Collier Tyler Collier Associates LLC 100 Ross Street, Suite 110 Pittsburgh, PA 15219 Phone: +1 412-471-7060 About JLC Daycare Inc. JLC Daycare, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 17-21768) on April 27, 2017. At the time of the filing, the Debtor estimated assets and liabilities of less than $1 million. The case is assigned to Judge Thomas P. Agresti. Michael J. Henry, Esq., represents the Debtor as bankruptcy counsel. KNEL ACQUISITION: S&P Affirms 'B' CCR & 1st Lien Loan Ratings ------------------------------------------------------------- S&P Global Ratings affirmed its 'B' corporate credit rating on Irwindale, Calif.-based KNEL Acquisition LLC. The outlook is stable. U.S.-based KNEL Acquisition LLC (parent of Nellson Nutraceutical LLC) is issuing an $82 million add-on to its U.S. A-1 first-lien term loan to fund the acquisition of a contract powder manufacturer. S&P said, "At the same time, we affirmed our 'B' issue-level ratings on the company's now $262.1 million A-1 senior secured first-lien term loans, from $180.1 million with the company's proposed add-on and amendment to the senior secured credit facilities. We are also affirming our 'B' issue-level ratings on the company's $111.8 million Canadian borrower A-2 first-lien term loans. Our '3' recovery ratings on the first-lien term loans and $65 million revolving credit facility due in 2019 are unchanged, indicating our expectations of meaningful (50%-70%; rounded estimate: 55%) recovery in the event of a payment default. "We also affirmed our 'CCC+' issue-level ratings on the company's $73 million second-lien term loans ($38 million A-1, and $35 million A-2) due 2022. The '6' recovery rating indicates our expectation of negligible (0%-10%; rounded estimate: 0%) recovery in the event of payment default. "The company will use the add-on proceeds to fund the acquisition of a contract powder manufacturer. We estimate pro forma funded debt at close of approximately $468 million. "The ratings affirmation reflects our view that the acquisition will modestly strengthen KNEL's position in the contract powder-manufacturing industry. The acquisition will improve the company's product and customer diversification and its scale in powders with a second facility. We estimate pro forma leverage of roughly 6x, about neutral to the company's stand-alone results for the 12 months ended July 2, 2017. We believe integration risk is low as the company will maintain the separate manufacturing facility and because cost synergies, primarily related to general and administrative costs, are highly achievable within a year of transaction close. Pro forma for the acquisition, powder revenues as a percentage of sales will increase modestly from 30% to over 40%. "The stable outlook reflects our expectation that the company will maintain leverage around 6x or below as it integrates the acquisition. We expect the company to maintain adequate liquidity and positive operating cash flow. "We could lower the rating if operating performance and credit measures deteriorate, such that leverage is sustained over 7.5x. We estimate this could occur if gross margins contract by over 200 basis points, potentially due to the loss of a top customer or if the company exhibits a more aggressive financial policy with large, debt-financed acquisitions or dividends. "Given the company's high debt, acquisition strategy, and ownership by financial sponsors, a higher rating is unlikely over the next 12 months. Longer term, we could raise the ratings if we believe financial policy will become less aggressive, such that credit measures strengthen, including debt to EBITDA sustained below 5x." LAREDO PETROLEUM: S&P Hikes CCR to 'B+' on Increased Production --------------------------------------------------------------- S&P Global Ratings raised its corporate credit rating on Midland, Texas-based oil and gas E&P company Laredo Petroleum Inc. to 'B+' from 'B'. The outlook is stable. U.S.-based oil and gas exploration and production (E&P) company Laredo Petroleum Inc. has made progress developing its asset base in the Permian Basin, increasing proved developed reserves and production. S&P also raised its issue-level rating on the company's senior unsecured notes to 'B+' from 'B'. The '4' recovery rating is unchanged, reflecting S&P's expectation for average recovery (30%-50%; rounded estimate: revised to 35% from 30%) in the event of a payment default. The rating action reflects Laredo's ongoing success increasing its oil and gas production and reserves in the Permian Basin, particularly its proved developed reserves accounting for nearly 85% of total proved reserves. S&P said, "We expect this trend to continue, even at the current low commodity price environment and the company's unchanged full-year 2017 capital budget. We view the Permian favorably as it exhibits advantageous production economics and is weighted more toward crude oil, which we expect to continue to price at a premium to natural gas. Laredo's production in the second quarter of 2017 averaged nearly 59,000 barrels of oil equivalent per day (boe/d), a 12% growth rate quarter-over-quarter and 23% year-over-year. Similarly, we estimate the company's proved reserves grew during 2017 from the 167 million barrels of oil equivalent (mmboe) reported at year-end 2016. We consider this production and overall reserve profile to be consistent with peers in the 'B+' rating category." S&P Global Ratings' outlook on Laredo is stable. S&P said, "We expect credit measures will remain strong over the next two years even as the company's hedges roll off with 2019 largely unhedged. We forecast weighted-average FFO to debt above 20%. We believe the company will continue to add hedges for 2018 and 2019, providing a measure of cash flow protection. We expect that the company will continue to preserve its adequate liquidity position. "We would consider a downgrade if the company faces liquidity issues that limit its access to capital to fund its growth, or if FFO to debt drops well below 12% for a sustained period. We believe this could occur if capital spending remains aggressive but production falls well short of expectations or is delayed for an extended period. "We could consider an upgrade if Laredo increases its production and reserves to a level commensurate with 'BB-' rated oil and gas E&P companies. We would also expect the company to maintain FFO to debt comfortably above 20% and its liquidity to remain adequate. This would most likely occur if the company increases production beyond our expectations or if commodity prices average meaningfully above our price deck assumptions. We could also consider an upgrade if the private equity ownership and control are reduced while maintaining proper credit metrics." LAURA ELSHEIMER: Taps Van Dam Law as Legal Counsel -------------------------------------------------- Laura Elsheimer LLC seeks approval from the U.S. Bankruptcy Court for the District of Massachusetts to hire legal counsel. The Debtor proposes to employ Van Dam Law LLP to, among other things, give legal advice regarding its duties under the Bankruptcy Code and provide other legal services related to its Chapter 11 case. Michael Van Dam, Esq., the attorney who will be handling the case, will charge an hourly fee of $350 for his services. He received a retainer of $10,000 from the Debtor. Mr. Van Dam disclosed in a court filing that he and each member of his firm are "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael Van Dam, Esq. Van Dam Law LLP 233 Needham Street Newton, MA 02464 About Laura Elsheimer Laura Elsheimer LLC owns the properties known as 20-24 Main Street & 3 Felton Street in Hudson, Massachusetts. The properties consist of seven residential apartments and four commercial spaces. Laura Elsheimer LLC filed a Chapter 11 case (Bankr. D. Mass. Case No. 16-40853) on May 16, 2016. On Sept. 26, 2016, the Debtor filed its Chapter 11 plan of reorganization and disclosure statement but the case was converted to Chapter 7. Laura Elsheimer filed for Chapter 11 bankruptcy protection (Bankr. D. Mass. Case No. 17-41842) on Oct. 12, 2017. The Debtor filed this action to stay foreclosure. LW RETAIL: Hires DelBello Donnellan Weingarten as Attorneys ----------------------------------------------------------- LW Retail Associates LLC seeks authority from the United States Bankruptcy Court for the Eastern District of New York to hire DelBello Donnellan Weingarten Wise & Wiederkehr, LLP as its Chapter 11 counsel. Professional services DelBello Donnellan will render to the Debtor are: a. give advice to the Debtor with respect to its powers and duties as Debtor-in-Possession and the continued management of its property and affairs; b. negotiate with creditors of the Debtor and work out a plan of reorganization and take the necessary legal steps to effectuate such a plan including, if need be, negotiations with the creditors and other parties in interest; c. prepare the necessary answers, orders, reports and other legal papers required for the Debtor's protection from its creditors under Chapter 11 of the Bankruptcy Code; d. appear before the Bankruptcy Court to protect the interest of the Debtor and represent the Debtor in all matters pending before the Court; e. attend meetings and negotiate with representatives of creditors and other parties in interest; f. advise the Debtor in connection with any potential sale of the business; g. represent the Debtor in connection with obtaining post-petition financing, if necessary; h. take any necessary action to obtain approval of a disclosure statement and confirmation of a plan of reorganization; and i. perform all other legal services for the Debtor which may be necessary for the preservation of the Debtor's estates and to promote the best interests of the Debtor, its creditors and its estates. Hourly rates charged by DelBello Donnellan are: Attorneys $315 to $558 Law Clerks $180 Paraprofessionals $135 DelBello Donnellan received from the Debtor a pre-petition retainer in conjunction with the filing of this Chapter 11 case in the total amount of $21,717.00, inclusive of the Court's filing fee in the amount of $1,717. Dawn Kirby, Esq. attests that DelBello Donnellan does not hold or represent any interest adverse to the Debtor's estate, DelBello Donnellan is a "disinterested person" as defined in Bankruptcy Code Sec. 101(14). The Counsel can be reached through: Dawn Kirby, Esq. DELBELLO DONNELLAN WEINGARTEN WISE & WIEDERKEHR, LLP One North Lexington Avenue White Plains, NY 10601 Tel: (914) 681-0200 About LW Retail Associates, LLC LW Retail Associates LLC filed as a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). The Company owns in fee simple interest four condominium units in New York valued by the Company at $12.20 million in the aggregate. LW Retail Associates filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 17-45189) on October 5, 2017. The petition was signed by Louis Greco, manager. Judge Elizabeth S. Stong presides over the case. Dawn Kirby, Esq. at DelBello Donnellan Weingarten Wise & Wiederkehr, LLP represents the Debtor as counsel. At the time of filing, the Debtor estimates $12.64 million in assets and $6.25 million in liabilities. M & J ENERGY: Taps Payroll & Business Solutions as Accountant ------------------------------------------------------------- M & J Energy Group, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Louisiana to hire an accountant. The Debtor proposes to employ Gwen Luc and Payroll & Business Solutions, Inc. to provide necessary daily accounting services. The Accountant will charge $45 per hour for bankruptcy related work. Gwen Luc attests that she has no connection with debtor, the creditors, any other party in interest or its respective attorneys and accountants, the United States Trustee, or any person employed in the Office of the U.S. Trustee. The Accountant can be reached through: Gwen Luc, MBA Payroll & Business Solutions Inc 1514 Elm St Morgan City, LA 70380-1822 Phone: 985-384-2773 About M & J Energy Group Founded in 2006, M & J Energy Group, LLC -- https://www.mjenergygroup.com/ -- is an oil and natural gas company in Broussard, Louisiana. M & J Energy Group provides hydrostatic testing, torquing, bolting and construction services. It is currently working in Texas, Louisiana, Gulf of Mexico and Florida, and had done work in Pennsylvania, West Virginia, Wyoming, Oklahoma, Ohio, and Mississippi. M & J Energy's corporate office is in Scott, Louisiana, while its two satellite offices are in Houma, Louisiana and Ingelside, Texas. The Company is ISNetworld certified and also DISA certified. M & J Energy Group sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. La. Case No. 17-51115) on August 24, 2017. Slade Sanders, its owner, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $50,000 and liabilities of $1 million to $10 million. Judge Robert Summerhays presides over the case. John A. Mouton, III, Attorney at Law, serves as Chapter 11 counsel to the Debtor. MAY ARTS: Hires Ciardi Ciardi & Astin as Legal Counsel ------------------------------------------------------ May Arts, LLC f/k/a Compass Designs, LLC seeks authority from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to employ Ciardi Ciardi & Astin as its legal counsel. Professional services Ciardi Ciardi & Astin will render are: a. give the debtor legal advice with respect to its powers and duties as a Debtor-in-possession; b. prepare on behalf of the Debtor any necessary applications, answers, orders reports and other legal papers; and c. perform all other legal services for the Debtor which may be necessary. Hourly rates of professionals at Ciardi Ciardi & Astin are: Albert A. Ciardi, III $515 Jennifer C. Mc Entee $350 Daniel S. Siedman $300 Stephanie Frizlen, Paralegal $120 The Debtor requests authority to pay a post-petition retainer of $6,000 per month to be held in the IOLTA account of Ciardi Ciardi & Astin. Albert A. Ciardi, III attests that neither he nor any member of his firm holds any interest adverse to the Estate, and the law firm is a disinterested person as that term is defined in 11 U.S.C. Sec. 101(14). The Counsel can be reached through: Albert A. Ciardi, III, Esq. CIARDI CIARDI & ASTIN, P.C. One Commerce Square 2005 Market Street, Suite 3500 Philadelphia, PA 19103 Tel: (215) 557-3550 Fax: 215-557-3551 E-mail: aciardi@ciardilaw.com About May Arts, LLC Founded in 1980's in Riverside, Connecticut, May Arts is a family-owned supplier of ribbons, serving a wide variety of merchants from large retail outlets to home-based business. May Arts filed a Chapter 11 petition (Bankr. E.D. Pa. Case No. 17-16869) on October 9, 2017. The petition was signed by Joseph S. Duffey, president. Judge Eric L. Frank presides over the case. Albert A. Ciardi, III, Esq., at Ciardi Ciradi & Astin represents the Debtor as legal counsel. At the time of filing, the Debtor estimates $1 million to $10 million in assets and liabilities. MCCLATCHY CO: Reports Third Quarter Net Loss of $238.9 Million -------------------------------------------------------------- McClatchy recorded after-tax non-cash charges of $230.9 million in the third quarter of 2017, leading to a quarterly net loss of $238.9 million, or $31.28 per share. The non-cash charges relate almost solely to a non-cash deferred tax valuation allowance and, to a minor extent, after-tax non-cash impairments on newspaper mastheads and certain equity investments. The loss in the third quarter of 2016 was $9.8 million or $1.30 per share. The company reported an adjusted net loss of $5.9 million, which excludes severance, impairments, the tax-valuation allowance, and certain other items in the third quarter of 2017. The quarterly results compare with an adjusted net loss of $2.1 million a year earlier. Craig Forman, McClatchy's president and CEO, said, "We reported record audiences in the third quarter of 2017, reaching 89 million unique visitors in the month of September. Our progress in newsroom reinvention, technology improvements and our reporting on Hurricane Irma boosted our audience growth. And while hurricanes and other events posed challenges to our communities, our people, and our operations in the third quarter, we still dramatically reduced the rate of decline in our adjusted EBITDA -- down 7.7% excluding Hurricane Irma's full impact compared with a 21% decline in the first half. We remain resolute in moving toward stabilized operating results, reducing leverage and accelerating the pace and cadence of our digital transition." Third Quarter Results Total revenues in the third quarter of 2017 were $212.6 million, down 9.4% compared to the third quarter of 2016. The company estimates that in September, revenues (primarily ad revenues) from its East Coast operations were reduced by approximately $625,000 as a result of Hurricane Irma. Including the revenue impact due to Hurricane Irma, total revenues in the third quarter of 2017 would have been down 9.1% compared to the third quarter 2016. Total advertising revenues were $115.3 million, down 13.4% in the third quarter of 2017 compared to the third quarter of 2016. The decline in advertising revenues continues to reflect the softness in traditional print advertising offset by improvements in digital-only advertising and, to a lesser extent, the improvements in direct marketing advertising. Digital-only advertising revenues grew 8.2% in the third quarter of 2017, while total digital advertising revenues, which include digital-only advertising and digital advertising bundled as an up-sell with print advertising, declined 2.4% compared to the same quarter last year. Direct marketing declined 6.4% in the third quarter of 2017 compared to a decline of 14.5% in the same period last year. The improvement from the prior year is a result of the improved trends seen in the first half of the year continuing into the third quarter. Audience revenues were $87.1 million, down 4.3% in the third quarter compared to the same period in 2016. Digital-only audience revenues were down 0.9%. The number of digital-only subscribers ended the quarter at 92,800, representing an increase of 15.6% from the third quarter of 2016 despite the loosening of paywalls in many of the company's East Coast markets in September to make our information widely accessible to non-subscribers as a public service during Hurricane Irma. The month of September resulted in record total unique visitors of 89.3 million as visitors across the globe searched for news coverage on the hurricane's impact on the East Coast. The growth was also aided by the newsroom reinvention process that has created more digitally focused newsrooms across the company. Average total unique and local unique visitors to the company's online products were 78.3 million and 18.0 million, respectively, in the third quarter of 2017. These results represented growth of 23.3% in total unique visitors and 19.4% in local unique visitors in the third quarter of 2017 compared to the same quarter last year. Mobile users represented 62.8% of average total unique visitors in the third quarter of 2017 compared to 56.7% in the third quarter of 2016. Revenues exclusive of print newspaper advertising accounted for 76.2% of total revenues in the third quarter of 2017, an increase from 72.0% in the third quarter of 2016. Results in the third quarter of 2017 included the following items: * A non-cash valuation allowance on deferred taxes totaling $224.5 million in tax expense; * Non-cash impairment charges mainly attributable to the write-down of newspaper mastheads totaling $10.6 million ($6.4 million after-tax); * Gains on real estate transactions net of charges associated with relocations of certain operations netting to a gain of $5.5 million ($3.3 million after-tax); * Severance charges totaling $4.5 million ($2.7 million after-tax); * Losses on extinguishment of debt of $1.8 million ($1.2 million after-tax); * Costs associated with reorganizing sales and other operations totaling $1.0 million ($0.6 million after-tax); * Trust related litigation costs of $1.0 million ($0.7 million after-tax); and * Costs related to co-sourcing information technology operations and costs associated with Hurricane Irma totaling $0.3 million ($0.2 million after-tax). Adjusted net loss, which excludes the items above, was $5.9 million and was $5.3 million factoring in lost revenues due to Hurricane Irma. Adjusted EBITDA was $34.6 million in the third quarter of 2017, down 9.3% compared to the third quarter last year, and was $35.2 million, down 7.7% factoring in lost revenues due to Hurricane Irma. Operating expenses and adjusted operating expenses, which exclude non-cash and certain other charges, were both down 9.4% in the third quarter of 2017 compared to the same quarter last year. Real Estate Transactions: As previously announced, in the third quarter the company completed the sale of The Kansas City Star's office building and land to 1729 Grand Boulevard, LLC. It also sold The Sacramento Bee's building and surrounding land to affiliates of Shopoff Advisors L.P. Together, the two transactions resulted in gross proceeds of $56.75 million. The Sacramento transaction is a sale-leaseback of the company's buildings and land with initial annual rent payments of $4.365 million over a 15-year term which began on Sept. 6, 2017. The sale and leaseback agreement for the Kansas City, Missouri production facility was terminated by the company in October of 2017. The company is evaluating whether to re-market the Kansas City production facility. The company entered into a non-binding letter of intent for its real property in Columbia, South Carolina. The company expects its sale of The (Raleigh) News & Observer building and land, and its building and land in Merced, California to close in the fourth quarter of 2017, resulting in estimated gross proceeds of approximately $22.0 million. Debt and Liquidity: During the third quarter, the company repaid $53.5 million in debt including $16.9 million of 2017 unsecured bonds that matured on Sept. 1, 2017, and $36.7 million of 9.0% secured bonds primarily through a privately negotiated transaction. In accordance with requirements of the secured indenture, the company has also offered $40 million of the after-tax proceeds from the property transactions that closed in the third quarter to its secured bondholders of notes due in 2022 at par. The offer expires on October 19th. Total principal debt at the end of the third quarter 2017 was $805.1 million and the debt securities with the nearest maturity are $439.7 million of notes due December 2022. The company finished the quarter with $84.0 million in cash, resulting in net debt of $721.1 million. In addition, the Company has a $65 million revolving line of credit available for liquidity. The leverage ratio at the end of the third quarter under the company's credit agreement was 4.48 times cash flow (as defined) compared to a maximum leverage covenant of 6.0 times cash flow. The company expects to continue its de-leveraging strategies to further reduce this ratio in the coming quarter, including consideration of its refinancing options. Other Business: The company closed the sale of a majority of its interest in CareerBuilder early in the third quarter of 2017. The company's affiliate agreement with CareerBuilder was terminated upon the scheduled expiration date of July 31, 2017. In September, McClatchy entered into an agreement with Recruitology to provide employment services to customers in all markets. Digital-only employment advertising revenue grew 13.2% in the third quarter compared to 9.3% in the first half. In the third quarter of 2017, the company recorded a non-cash provision for income taxes of $224.5 million to establish a valuation allowance against a majority of its net deferred income tax assets. The valuation allowance included a reserve on tax benefits taken in prior quarters of 2017 as well as a reserve on tax benefits recorded in prior years. During 2017, the company incurred three years of cumulative pre-tax book losses, inclusive of the loss on its sale of a majority of its ownership in CareerBuilder LLC in the third quarter of 2017, among other transactions. Under GAAP, three years of cumulative pre-tax book losses is typically viewed as objective evidence that limits the ability to consider other subjective evidence, such as projections for future growth and profitability. The Company generated taxable income in its tax returns for the past three fiscal years through the third quarter and has recognized its deductions. However, the company will likely continue to be in a three-year cumulative pre-tax book loss at the end of fiscal year 2017. The valuation allowance has no impact on the company's ability to utilize loss carryforwards or tax assets in the future, and is not a reflection of management's point of view about profitability of the business in the future. Further the amount of the valuation allowance could adjust in the future due to several factors, including but not limited to, objective evidence such as pre-tax book cumulative losses no longer being present. First Nine Months Results of 2017 Total revenues for the first nine months of 2017 were $658.9 million, down 7.8% compared to the first nine months of 2016. Advertising revenues were $360.5 million, down 12.2% compared to the first nine months of last year. Softness in print advertising negatively impacted advertising revenues but was partially offset by growth in digital-only advertising revenue of 9.9% when compared to the first nine months of 2017. Audience revenues were $268.5 million, down 1.4% compared to the first nine months of 2016 and digital-only audience revenues were up 5.6% over the same period. The growth in digital-only audience revenue is attributable to the increase in digital-only subscribers through promotional efforts and rate increases initiated in the first half of 2016. The company reported a net loss for the first nine months of 2017 of $371.9 million, or $48.83 per share which included total non-cash after-tax impairment charges of $337.8 million that are described in adjusted net loss details presented below and are inclusive of the write-down of its CareerBuilder investment, mastheads, inventory, and the deferred tax valuation allowance as discussed above. Net loss for the first nine months of 2016 was $37.3 million or $4.77 a share. Results for the first nine months of 2017 included the following items: * A non-cash valuation allowance on deferred taxes totaling $224.5 million in tax expense; * Non-cash impairment charges related to the write-down of the carrying value of its equity investment in CareerBuilder, other investments, and mastheads totaling $179.7 million ($112.1 million after-tax); * Severance charges totaling $13.9 million ($8.5 million after-tax); * Gains on real estate transaction offset by charges associated with relocations of certain operations, netting to a gain of $8.4 million ($5.2 million after-tax); * Losses on extinguishment of debt of $2.7 million ($1.7 million after-tax); * Costs associated with reorganizing sales and other operations totaling $2.2 million ($1.4 million after-tax); * A non-cash write-down of inventory totaling $2.0 million ($1.2 million after-tax); * Trust related litigation costs of $1.0 million ($0.7 million after-tax); * Costs related to co-sourcing information technology operations, costs associated with Hurricane Irma, and other miscellaneous acquisition-related costs totaling $0.7 million ($0.4 million after-tax); and * Net increase in taxes totaling $0.1 million for adjustments of certain deferred tax credits related to tax positions taken in prior years. Adjusted net loss, which excludes the items above, was $26.5 million and was $25.8 million factoring in the lost revenues due to Hurricane Irma. Adjusted EBITDA was $93.2 million in the first nine months of 2017, down 17.1% compared to the same period last year, and was $93.8 million, down 16.5% factoring in the third quarter lost revenues due to Hurricane Irma. Operating expenses were down 9.0%, while adjusted operating expenses, which exclude non-cash and certain other charges, were down 6.1% in the first nine months of 2017 compared to the same period last year. Outlook For the last quarter of 2017, the company expects to grow digital-only advertising revenue, finishing the full year in the low double digit range. Management believes that print advertising will continue to become a smaller portion of advertising and total revenue. Audience revenues are expected to be down in the low single-digit percentage range in the fourth quarter and full year compared to 2016 periods, in part as a result of loosening pay walls during various weather-related events this year. Management remains committed to reducing operating expenses in the fourth quarter and expects adjusted operating expenses to be down in the mid to high-single digit percentage range as earlier efforts take hold in the fourth quarter. Strategies initiated in 2017 to continue its digital transformation and reduce legacy costs include, among others, moving to regional publishers, centralizing audience functions, consolidating production and other functions and reinventing our newsrooms to have a digital-first work flow. For the full year these actions will result in initial implementation costs in the range of $18 million to $20 million, which may include accelerated depreciation and certain other non-cash costs. This compares to similar upfront costs of approximately $40 million in 2016 to further its digital transformation and continue the reduction of legacy costs. Management will maintain its focus on monetizing real estate assets in the fourth quarter of 2017. The proceeds achieved from the real estate transactions coupled with proceeds from other asset sales and cash from operations will likely be utilized to de-lever the company through debt reductions and for further investment in the business. The full-text copy of the press release is available for free at: https://is.gd/VxNBeM About McClatchy McClatchy -- http://www.mcclatchy.com-- is a publisher of iconic brands such as the Miami Herald, The Kansas City Star, The Sacramento Bee, The Charlotte Observer, The (Raleigh) News & Observer, and the (Fort Worth) Star-Telegram. McClatchy operates 30 media companies in 14 states, providing each of its communities with high-quality news and advertising services in a wide array of digital and print formats. McClatchy is headquartered in Sacramento, Calif., and listed on the New York Stock Exchange American under the symbol MNI. McClatchy reported a net loss of $34.19 million for the year ended Dec. 25, 2016, compared to a net loss of $300.2 million for the year ended Dec. 27, 2015. As of June 25, 2017, the Company had $1.68 billion in total assets, $1.68 billion in total liabilities, and a $8.74 million stockholders' deficit. * * * McClatchy continues to hold Moody's Investors Service's "Caa1" corporate family rating. In December 2015, Moody's affirmed the "Caa1" corporate family rating rating and changed the rating outlook to stable from positive due to continued weakness in the print advertising market and the ongoing pressure on the company's operating cash-flow. McClatchy continues to hold Standard & Poor's "B-" corporate credit rating (outlook stable). As reported by the TCR on April 2, 2014, S&P affirmed all ratings on McClatchy including the 'B-' corporate credit rating, and revised the rating outlook to stable from positive. The outlook revision to stable reflected S&P's expectation that the timeframe for a potential upgrade lies beyond the next 12 months, and could also depend on the company realizing value from its digital minority interests. MCGRAW-HILL GLOBAL: Fitch Affirms B+ IDR; Off CreditWatch ---------------------------------------------------------- Fitch Ratings has removed the 'B+' Long-Term Issuer Default Rating (IDR) of McGraw-Hill Global Education Holdings, LLC (MHGE), McGraw-Hill Global Education Finance, Inc. (MHGE Finance), MHGE Parent, LLC (MHGE Parent) and MHGE Parent Finance, Inc. (MHGE Parent Finance) from Rating Watch Positive and affirmed the IDR at 'B+'. MHGE, MHGE Finance, MHGE Parent and MHGE Parent Finance are all indirect wholly owned subsidiaries of McGraw-Hill Education, Inc. (MHE). Fitch is assigning a Stable Rating Outlook. The removal of the IDR from Rating Watch Positive is driven by the company's inability to complete its IPO within an appropriate time frame, which would have resulted in further delevering. Fitch originally placed MHGE, MHGE Finance, MHGE Parent and MHGE Parent Finance on Rating Watch Positive on April 18, 2016 following the company's announcement it would undertake a recapitalization that would reduce debt, improve liquidity, diversify the company's operating and financial profile and strengthen the credit facilities' security package. The first phase of the recapitalization was completed on May 4, 2016 with the repayment of debt at MHGE and McGraw-Hill School Education Holdings, LLC (MHSE) using proceeds from the issuance of new senior secured and unsecured debt at MHGE. Although the company continues to remain focused on completing an IPO, the timing is difficult to determine given current market conditions. Fitch also upgraded MHGE's senior secured issue rating to 'BB+/RR1' from 'BB/RR2', MHGE's and MHGE Finance's senior unsecured issue rating to 'BB+/RR1' from 'B-/RR6' and MHGE Parent's and MHGE Parent Finance's senior unsecured issue rating to 'B+/RR4' from 'B-/RR6'. The upgrades are based on Fitch's ongoing review of its recovery rating inputs, which led to an increase in MHGE's estimated going-concern EBITDA to $400 million, from $350 million, and multiple to 7.0x, from 6.0x. These increases were driven by MHGE's recent operating performance relative to its competitors and the industry and generally stronger market multiples through the recent cycle. KEY RATING DRIVERS Reorganization's First Phase Completed: Following the repayment of its debt, MHSE became a subsidiary of MHGE, diversifying MHGE's operating and financial profile and contributing fresh collateral to the new credit facilities. For the last 12 months (LTM) ended June 30, 2017, MHGE's business profile was as follows: approximately 38% of total billings were from Higher Ed publishing/solutions, 40% from K-12 education content, 15% from international, which includes sales of Higher Ed and professional education materials, and 6% from professional education content and services. Defensible Market Shares: In the U.S. Higher Ed publishing market, Fitch believes Pearson Education, Cengage Learning and MHGE collectively hold more than 75% market share. For the U.S. K-12 publishing market, Fitch believes Pearson Education, Houghton Mifflin Harcourt and MHSE collectively hold more than 80% market share. This scale provides meaningful advantages and creates barriers to entry for new publishers in both segments. Long-term Digital Opportunity: Fitch believes the transition to digital will lead to a net benefit and expects MHE to continue investing in its digital products, including through small bolt-on acquisitions. Fitch expects print/digital margins to be roughly in line, as digital textbook price discounts (relative to print) and interactive user experience investments offset the elimination of the cost of manufacturing, warehousing and shipping printed textbooks. In addition, digital products give Higher Ed publishers a greater opportunity to disintermediate used/rental textbook sellers. Strong Upcoming Adoption Calendar: Fitch believes state and municipal revenues and education budgets will continue to improve at least through 2019 driven by a strong adoption calendar, following several years of cyclical weakness. For Higher Ed publishers, the potential for federal student aid cuts remain an issue. However, Fitch believes long term Higher Ed enrolment will continue to grow in the low single digits, as college degrees continue to be a necessity for many employers. DERIVATION SUMMARY McGraw-Hill Global Education (MHGE) is well positioned in the domestic K-12 and global Higher Ed textbook publisher markets, and also has global exposure to professional education content and services. MHGE is one of the top three K-12 and Higher Ed textbook market publishers, with the top three collectively comprising more than 75% of each of their addressable markets. This scale provides meaningful advantages and creates significant barriers to entry to new or smaller publishers. MHGE has generally outperformed its competitors over the last few years, despite industry issues that have resulted in those competitors experiencing ongoing operating issues. Although MHGE is roughly the same size as Houghton Mifflin Harcourt (HMH: b+*/Stable) and Cengage Learning (Cengage: b*/Stable), it has less leverage and better margins and appears to be better positioned to benefit from improvements in both segments. Each of MHGE's larger competitors is experiencing operational issues as a result of underlying industry issues. K-12 has faced cyclical headwinds over the last couple of years, pressuring revenue and funds from operations (FFO) metrics. HMH, a K-12 competitor, has had several management changes and appointed a member of Anchorage Capital Group, which owns approximately 16% of HMH, to its board. Pearson Education (Pearson: unrated) announced in March 2017 it was looking to sell its U.S. K-12 business after a very weak 2016 due to the industry challenges and slower digital adoption. Higher Ed experienced heavy textbook returns, although this appears to be moderating, and enrolment concerns. Pearson has experienced heavier returns and slower rollout of its digital products than MHGE. Cengage was able to offset some of the lower enrolment and textbook issues with digital growth. KEY ASSUMPTIONS Fitch's key assumptions within its ratings case for the issuer include: -- Higher Ed revenue is forecasted to grow low to mid-single digits annually as digital continues its positive growth trajectory driven by growing acceptance of adaptive learning solutions. The K-12 segment is expected to realize meaningful growth through 2019 driven by upcoming adoption opportunities and market share gains. Professional and International revenues are expected to grow mid-single digits. -- Deferred revenues continue to grow as a percentage of total revenues due to increases in K-12 digital revenues. -- EBITDA margins are expected to grow driven by the continued implementation of cost savings that will more fully flow through the financial statements along with K-12 volume gains. -- $25 million of annual tuck-in acquisitions. -- Fitch expects IPO completed in late 2018 with sufficient proceeds to repay MHGE Parent notes maturing in July 2019. -- No dividends or share repurchases are contemplated. -- MHGE generates more than $250 million of free cash flow (FCF) annually, exceeding $400 million by 2020. -- FFO Adjusted Leverage falls below 5x following the repayment of the MHGE Parent notes, declining below 4x by 2019. -- The recovery analysis assumes that MHGE would be considered a going concern in bankruptcy and that the company would be reorganized rather than liquidated. Fitch has assumed a 10% administrative claim in the recovery analysis. -- MHGE's recovery analysis assumes K-12 market share loss driven by an inability to win enough upcoming adoptions and ongoing industry issues in the Higher Ed segment dragging down revenues, which pressure margins. This precludes the company's ability to complete its IPO, which creates difficulty refinancing the 2019 maturity. The post-reorganization going concern EBITDA of $400 million is based on Fitch's estimate of MHGE's average EBITDA over a normal cycle, adjusted to include deferred revenues. It also takes into a count MHGE's operating performance relative to its competitors and its overall industry segments. -- Fitch assumes MHGE will receive a going-concern recovery multiple of 7.0x EBITDA. The estimate considered several factors. HMHC and Pearson have traded at a median EV/EBITDA of 12.2x and 10.9x, respectively. During the last financial recession, Pearson traded at approximately 8.0x EV/EBITDA, while neither MHGE nor HMHC were public at the time. The last large transaction in the textbook publishing space occurred in March 2013, when Apollo Global Management LLC acquired MHGE from S&P Global, Inc. for $2.5 billion, or a multiple of estimated EBITDA of approximately 7x. Fitch's multiple also accounts for MHGE's operating performance relative to its competitors despite ongoing industry issues in both the K-12 and Higher Ed segments. -- Fitch generally assumes a fully drawn revolver in its recovery analyses since credit revolvers are tapped as companies are under distress. Fitch assumes a full draw on MHGE's $350 million revolver. -- Fitch estimates full recovery prospects for the senior secured credit facilities and MHGE's senior unsecured bonds and rates them 'BB+/RR1', or three notches above MHGE's 'B+' IDR. Fitch estimates 31%-50% recovery prospects for MHGE Parent's senior unsecured PIK Notes and rates them 'B+/RR4', in line with MHGE's IDR. RATING SENSITIVITIES Future Developments That May, Individually or Collectively, Lead to Positive Rating Action -- If MHGE establishes a financial policy that results in a significant improvement in operating metrics, including FFO adjusted total leverage. -- If MHGE completes its IPO and proceeds are used to repay all existing MHGE Parent debt, which should result in Fitch- calculated FFO adjusted total leverage falling by approximately one turn. Future Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Fitch-calculated FFO adjusted total leverage exceeds 6x on a sustained basis into cyclical industry improvement, whether driven by operating results or a leveraging transaction. -- Mid-single-digit cash revenue declines, which may be driven by declines or no growth in digital products (caused by a lack of execution or adoption by professors). LIQUIDITY Adequate Liquidity: As of June 30, 2017, MHGE had $133 million in cash (Fitch estimates approximately 10%-15% held outside the U.S.) and $290 million of availability under its $350 million revolver due May 2021. Fitch-calculated FFO adjusted total leverage was 6.7x. Fitch's focus on FFO adjusted total leverage is in line with how Fitch calculates leverage across the K-12 industry, with the change in deferred revenue included in the calculation of FFO to account for GAAP-driven revenue timing differentials. As digital revenues continue increasing, revenues realized in a given year will eventually match revenues recognized in that year, although Fitch does not expect that to occur within the rating horizon. FULL LIST OF RATING ACTIONS Fitch has affirmed the following ratings with a Stable Outlook: McGraw-Hill Global Education Holdings, LLC (MHGE) -- Long Term Issuer Default Rating (IDR) at 'B+'. McGraw-Hill Global Education Finance, Inc. (MHGE Finance) -- IDR at 'B+'. MHGE Parent, LLC (MHGE Parent) -- IDR at 'B+'. MHGE Parent Finance, Inc. (co-issuer to MHGE Parent's senior unsecured notes) -- IDR at 'B+'. Fitch has upgraded the following Issue ratings: McGraw-Hill Global Education Holdings, LLC (MHGE) -- Senior secured credit facility to 'BB+/RR1' from 'BB/RR2'; -- Senior unsecured notes to 'BB+/RR1' from 'B-/RR6'. McGraw-Hill Global Education Finance, Inc. (MHGE Finance) -- Senior unsecured notes to 'BB+/RR1' from 'B-/RR6'. MHGE Parent, LLC (MHGE Parent) -- Senior unsecured notes to 'B+/RR4' from 'B-/RR6'. MHGE Parent Finance, Inc. (co-issuer to MHGE Parent's senior unsecured notes) -- Senior unsecured notes to 'B+/RR4' from 'B-/RR6'. MEDAPOINT INC: Taps K&L Gates as Special Counsel ------------------------------------------------ Medapoint, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ K&L Gates as special counsel to the Debtor. The professional services that K&L Gates will render are: a. provide legal advice with respect to certain litigation styled United States ex rel. Vasallo et al. v. Rural/Metro Corporation, et al., Civil Action No. 2:15-cv-00 119-PHX-SRB, in the United States District Court for the District of Arizona, Phoenix Division. The Litigation involves qui tam claims against the Debtor's largest customer. The Debtor requires representation in connection with the Litigation; b. appear in the Litigation or the Court, and protect the interests of the Debtor; and c. represent the Debtor in certain corporate transactional and bankruptcy matters related to any potential sale of assets. The hourly rates charged by the Firm are: Attorneys $350 - $700 Paraprofessionals $150 - $250 Gregory P. Sapire of K&L Gates attests that the Firm does not hold or represent any interest adverse to the Debtor or its estate with respect to the Litigation. The Counsel can be reached through: Gregory P. Sapire, Esq. K & L Gates 1717 Main Street, Suite 2800 Dallas, TX 75201 Phone: 214-939-5500 Fax: 214-939-5849 About Medapoint Inc. Founded in 2009 and based in Austin, Texas, Medapoint, Inc. provides software solutions. The applications support more than 1,500 private and municipal providers of emergency medical services (EMS) throughout the United States, including one of the nation's leading private ambulance services, which provides more than 1.5 million transports annually. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 17-10876) on July 17, 2017. Eric J. Becker, its president, CEO and director, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets and liabilities of $1 million to $10 million. Judge Tony M. Davis presides over the case. MONAKER GROUP: Will File Aug. 31 Form 10-Q Within Grace Period -------------------------------------------------------------- Monaker Group, Inc., notified the Securities and Exchange Commission via Form 12b-25 that the Company has experienced delays in completing its quarterly report on Form 10-Q for the quarter ended Aug. 31, 2017, within the prescribed time period, due to delays experienced in completing the Company's financial statements for the said quarter as a result of having to account for a debt conversion transaction and asset sale which occurred at the end of the quarter ended Aug. 31, 2017. The Company anticipates that it will file its complete quarterly report on Form 10-Q for the quarter ended Aug. 31, 2017, on or before the fifth day following the prescribed due date. About Monaker Monaker Group, Inc., formerly known as Next 1 Interactive, Inc. -- http://www.monakergroup.com/-- operates online marketplaces for the alternative lodging rental industry and facilitate access to alternative lodging rentals to other distributors. Alternative lodging rentals (ALRs) are whole unit vacation homes or timeshare resort units that are fully furnished, privately owned residential properties, including homes, condominiums, apartments, villas and cabins that property owners and managers rent to the public on a nightly, weekly or monthly basis. The Company's marketplace, NextTrip.com, unites travelers seeking ALRs online with property owners and managers of vacation rental properties located in countries around the world. As an added feature to the Company's ALR offering, the Company also provides access to airline, car rental, hotel and activities products along with concierge tours and activities, at the destinations, that are catered to the traveler through its Maupintour products. LBB & Associates Ltd. LLP, in Houston, Texas, stated in its report on the Company's consolidated financial statements for the year ended Feb. 28, 2017, that the Company's accumulated deficit and limited financial resources raise substantial doubt about the Company's ability to continue as a going concern. Monaker reported a net loss of $7.10 million on $400,277 of revenues for the year ended Feb. 28, 2017, compared to a net loss of $4.55 million on $544,658 of revenues for the year ended Feb. 29, 2016. As of May 31, 2017, Monaker had $2.11 million in total assets, $2.91 million in total liabilities, and a total stockholders' deficit of $804,603. MRI INTERVENTIONS: John Fletcher Appointed to Board of Directors ---------------------------------------------------------------- John Fletcher had been appointed to MRI Interventions' Board of Directors. Mr. Fletcher, founder and managing partner of Fletcher Spaght, Inc., brings more than 30 years of experience in healthcare with an emphasis in the field of medical devices. He succeeded Andrew K. Rooke, who stepped down from MRI Interventions' Board after nearly six years of exceptional service to the company. In addition to serving as managing partner of Fletcher Spaght, Mr. Fletcher is Chairman of the Board of Spectranetics, Inc. (Nasdaq: SPNC), a medical device company focused on minimally invasive procedures in the cardiovascular system . During his 15-year tenure on the Board, Spectranetics has seen continued expansion of its therapeutic platforms and significant growth in its commercial business. Mr. Fletcher is also a member of the Board of Directors of Axcelis Technologies, Inc (Nasdaq: ACLS), and Metabolon, Inc., a health technology company. "We are thrilled to have John join the Board of Directors," said Frank Grillo, president and CEO of MRI Interventions, Inc. "John's extensive experience in the medical device industry, as well as his leadership on a number of boards, both public and private, will be a great addition to our company." "I am pleased to join the Board of Directors of MRI Interventions," said John Fletcher. "As the industry leader in the growing field of real-time, MRI-guided procedures, MRI Interventions is well positioned to advance patient care in the field of neurosurgery and beyond. I am looking forward to working with the team." Prior to founding Fletcher Spaght, Inc., Mr. Fletcher was a senior manager at The Boston Consulting Group. He was a PhD candidate in International Business at The Wharton School, University of Pennsylvania, during which time he also earned a Master's Degree in International Finance from Central Michigan University. Mr. Fletcher received his Masters of Business Administration from Southern Illinois University and prior to that a Bachelor of Business Administration from George Washington University. Mr. Rooke's tenure as a member of MRI Interventions' Board of Directors dates back to 2011, the third-longest period of service among currently active Board members. "Andy Rooke has been a Board member for nearly 6 years, he is a significant shareholder of the Company, and an invaluable advisor to all of the executive team," said Mr. Grillo. "Andy has been a great supporter of our company, and after six years of support and insight, we will miss Andy, although his advice will carry us forward for years to come." About MRI Interventions Building on the imaging power of magnetic resonance imaging, MRI Interventions, Inc. -- http://www.mriinterventions.com/-- is creating innovative platforms for performing the next generation of minimally invasive surgical procedures in the brain. The ClearPoint Neuro Navigation System, which has received 510(k) clearances and is CE marked, utilizes a hospital's existing diagnostic or intraoperative MRI suite to enable a range of minimally invasive procedures in the brain. MRI Interventions incurred a net loss of $8.06 million in 2016, compared to a net loss of $8.44 million in 2015. As of June 30, 2017, MRI Interventions had $16.85 million in total assets, $8.32 million in total liabilities and $8.52 million in total stockholders' equity. Cherry Bekaert LLP, in Charlotte, North Carolina, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company incurred net losses during the years ended Dec. 31, 2016, and 2015 of approximately $8.1 million and $8.4 million, respectively. Additionally, the stockholders' deficit at Dec. 31, 2016, was approximately $756,000. These conditions raise substantial doubt about the Company's ability to continue as a going concern. MTN INFRASTRUCTURE: Moody's Assigns B2 Corporate Family Rating -------------------------------------------------------------- Moody's Investors Service has assigned a B2 corporate family rating (CFR) and B3-PD probability of default rating (PDR) to MTN Infrastructure TopCo (MTN), a wholly owned subsidiary of investment funds of EQT Infrastructure (EQT or the sponsor) that will raise debt to finance its acquisitions of Lumos Networks (Lumos) and, subsequently, Spirit Communications (Spirit). Moody's has also assigned a B2 (LGD3) rating to the company's proposed senior secured credit facility, comprised of a $485 million seven-year term loan B and a $65 million five-year revolver, which will be used together with contributed equity from EQT to fund the purchase of Lumos in the fourth quarter of 2017. The ratings reflect Moody's view of the end state capital structure of MTN following the acquisitions of both Lumos and Spirit. The ratings are contingent upon Moody's review of final documentation and no material change in the terms and conditions of the debt as advised to Moody's. EQT, through MTN, expects to close its acquisition of Spirit in the first quarter of 2018 with an additional equity investment and under credit neutral terms, with a proposed add-on to the then existing senior secured credit facility comprised of a $475 million seven-year term loan B and a $50 million five-year revolver. The combined company will be the largest regional fiber and communications infrastructure provider operating in its markets within the mid-Atlantic region and states in the southeastern region of the US. The outlook is stable. Assignments: Issuer: MTN Infrastructure TopCo -- Probability of Default Rating, Assigned B3-PD -- Corporate Family Rating, Assigned B2 -- Senior Secured Bank Credit Facility, Assigned B2 (LGD3) Outlook, Stable RATINGS RATIONALE The B2 CFR of MTN is supported by multi-year contracted recurring revenues, low churn, a diverse customer base, and solid organic growth potential due to strong data demand drivers underpinning the fiber infrastructure market. This rating reflects the end state structure of the company following the acquisitions of Lumos, a primarily fiber-based communication infrastructure services provider in the mid-Atlantic region, and Spirit, a complementary fiber-based data and broadband service provider in several southeastern states. The company benefits from revenue diversity across enterprise, carrier and government customers and a robust network that includes a large number of on-net buildings, connected data centers, and a growing fiber-to-the-cell (FTTC) presence. Within the bulk of its second, third and fourth tier markets, MTN faces competition limited to two or fewer entities, comprised mainly of the incumbent local exchange carrier (ILEC) and sole cable player. MTN utilizes its largely owned fiber-based communication services network to drive revenues in its data segment, representing around 80% of overall revenue. A declining legacy voice segment targeting residential and small business customers comprises the remainder of the business. The rating also reflects MTN's small but growing scale, leverage, low free cash flow generation, and execution and integration risks associated with the planned acquisition of Spirit following the company's initial acquisition of Lumos, a strategic merger which nearly doubles the company's size. Operational risks associated with the Spirit acquisition could lead to elevated churn, a potential slowing in revenue growth, and delays in achieving merger synergies. Free cash flow trajectory, expected to begin ramping late in 2018, could be pressured by missteps or strategic capital spending opportunities, especially involving additional carrier business. MTN's outright ownership of the majority of its 20,000 route mile metro and long haul fiber network contributes to increased leverage tolerance for the rating relative to peers. Moody's expects that MTN will maintain good liquidity over the next 12 months due to positive free cash flow which is mainly a result of improved capital efficiency and reduced spending on network expansion. The company will have a $65 million revolver at the close of the Lumos acquisition, to be upsized to $115 million following the close of the Spirit deal, which Moody's expects will remain undrawn through close of the two acquisitions. The revolver is subject to a maximum total first lien secured leverage covenant of 7x, springing at 25% draw. Moody's believes MTN will have sufficient cushion on the financial covenant for the next 12 months. The company owns valuable fiber assets but these are mainly encumbered by the bank facilities. The ratings for debt instruments reflect both the probability of default of MTN, to which Moody's assigns a PDR of B3-PD, and individual loss given default assessments. The senior secured credit facilities are rated B2 (LGD3), in line with the CFR given as the facilities comprise the vast majority of the capital structure. The stable outlook reflects Moody's view that MTN will continue to grow revenue and EBITDA, resulting in leverage trending towards 5x (Moody's adjusted) by 2018. The B2 rating could be upgraded if leverage is sustained below 4x (Moody's adjusted) and free cash flow to debt is above 10%. The rating could be downgraded if liquidity deteriorates, if free cash flow weakens or if leverage is sustained above 5x (Moody's adjusted) by 2018. The principal methodology used in these ratings was Communications Infrastructure Industry published in September 2017. MTN Infrastructure TopCo is an acquisition financing entity which will own the combined businesses of Lumos Networks and Spirit Communications, and will operate as a fiber-based communication services provider in the mid-Atlantic and southeastern region of the US. Pro forma for the proposed acquisitions, the company will generate approximately $400 million of annual revenue. NATHAN'S FAMOUS: S&P Affirms B- CCR on Refinancing, Outlook Stable ------------------------------------------------------------------ U.S.-based restaurant company, licensor, and wholesaler Nathan's Famous Inc. is issuing $150 million of new senior secured notes, which it will use to refinance its outstanding $135 million notes and partially fund a $21 million special dividend to stockholders. S&P Global Ratings thus affirmed its 'B-' corporate credit rating on New York-based Nathan's Famous Inc. The outlook is stable. S&P said, "At the same time, we assigned our 'B-' issue-level rating to the company's new $150 million senior secured notes. The recovery rating is '3', indicating our expectation for meaningful (50%-70%; rounded estimate: 55%) recovery in the event of a payment default." S&P said, "The ratings affirmation reflects our expectation that Nathan's will continue to diversify its revenue streams into higher-margin business lines away from its underperforming restaurant segment and maintain leverage in the mid-5x range at fiscal year-end 2018. Pro forma for the transaction, leverage increases to 5.5x as of June 25, 2017, up from 4.8x at fiscal year-end 2017. The proposed transaction will extend Nathan's nearest debt maturity to 2025 and the lower coupon will reduce the company's total cash interest expense. We expect profitability to remain flat in fiscal 2018 (ending March 25, 2018) as the company contends with higher beef costs and higher labor expenses in its company-owned restaurants. "The stable outlook reflects our view that leverage will be sustained in the mid-5x range over the next 12 months following the incremental debt the company's planned refinancing will add. We believe the company's growing high-margin licensing segment will continue to generate positive FOCF and the company will maintain adequate liquidity. "We could raise the rating if the company grows its topline and EBITDA and strengthens its credit protection metrics, including leverage declining below 5x and FFO to debt approaching 12% on a sustained basis. For this to occur, we would expect Nathan's to continue to expand its more profitable business lines and demonstrate stable earnings growth through fluctuating commodity cycles. In our view, continued EBITDA growth would demonstrate the company's ability to expand its size and scale. A higher rating would also be contingent on our belief that the company's financial policies would support sustained credit metric improvement. "We could lower the rating if EBITDA declined by more than 25% below our expectations caused by an inability to pass on rising commodity costs to customers or a slow down in demand for its products due to changing consumer tastes. This would pressure FOCF generation, constrain liquidity, and lead us to conclude the company's capital structure is unsustainable. We could also lower the rating if the company pursues a more aggressive financial policy by incurring additional debt to fund dividends or share repurchases." NATIONAL EVENTS: May Obtain $280K Financing From Taly, SLL, Hutton ------------------------------------------------------------------ The Hon. James L. Garrity, Jr., of the U.S. Bankruptcy Court for the Southern District of New York has granted National Events Holdings, LLC, and its debtor affiliates authorization to obtain postpetition financing in an aggregate principal amount of up to $280,000 pursuant to the terms of an agreement with Taly USA Holdings Inc., SLL USA Holdings LLC and Hutton Ventures LLC. The Court says it is evident that the Corporate Debtors do not have sufficient available sources of capital and financing to conduct an investigation of the Corporate Debtors' prepetition activities without the DIP Facility. Conducting that investigation is essential to maximizing the value of the Corporate Debtors' estates. As a condition to entering into the DIP Documents and extending credit under the DIP Facility, the DIP Lenders require, and the Corporate Debtors have agreed, that proceeds of the DIP Facility will be used only for: (i) payment of the costs and expenses incurred by the Estate Fiduciary and his professionals, (ii) payment of valid fees owed to the Office of the United States Trustee, (iii) repayment of the Bridge Loan, (iv) payment of interest, fees, costs, and expenses related to the DIP Facility, and (v) payment of up to $45,000 in fees and expenses incurred by an examiner appointed in the Corporate Debtors' cases (on consent of the Lenders). The DIP Obligations will constitute senior administrative expense claims against each of the Corporate Debtors, on a joint and several basis with priority in payment over any and all administrative expenses of any kind or nature whatsoever; provided, however, that the DIP Superpriority Claims be subject to the payment in full in cash of any amounts due under the carve-out; provided, further, that the DIP Superpriority Claims have recourse to and be payable from all prepetition and postpetition property of the Debtors and their estates and all proceeds thereof, including, subject to entry of the final court order, the proceeds of avoidance actions under Chapter 5 of the Bankruptcy Code. As security for the DIP Obligations, immediately upon entry of the final court order, the DIP Lenders will be granted continuing, valid, binding, enforceable, non-avoidable, and automatically and properly perfected security interests in and liens on all DIP Collateral as collateral security for the prompt and complete performance and payment when due of the DIP Obligations. The term "DIP Collateral" means all assets and properties of the Corporate Debtors. Subject to entry of the final court order, the DIP Lenders will have the right to credit bid up to the full amount of the DIP Obligations during any sale of the DIP Collateral, including without limitation, sales pursuant to the U.S. Bankruptcy Code Section 363 or included as part of any plan subject to confirmation under Section 1129(b)(2)(A). The DIP Lenders have the absolute right to assign, transfer, sell, or dispose of their rights to credit bid. A copy of the Order is available at: http://bankrupt.com/misc/nysb17-11798-69.pdf As reported by the Troubled Company Reporter on July 18, 2017, the Debtors previously sought court permission to obtain up to $245,000 of postpetition financing of Falcon Strategic Partners IV, LP, and FMP Agency Services, LLC, and use cash collateral, saying that the proposed financing was advantageous to the Debtors because it would provide critical debtor-in-possession financing during the next phase of the Debtors' Chapter 11 cases, specifically the Debtors' efforts to liquidate the remaining inventory of tickets before the tickets become stale, and the Debtors' continuing investigation into the causes of action. About National Events Holdings National Events Holdings, LLC, et al., operate together a ticket broker and wholesale distributor of tickets for sporting and theatrical events that was formed in 2006. The Debtors provide ticketing services for all concert, theater and sporting event tickets, as well as various V.I.P. hospitality packages that deliver exclusive access to big name events, including hotels, celebrity meet and greets and exclusive parties. National Events Holdings, et al., filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 17-11556) on June 5, 2017. The Debtors' attorneys are Stephen B. Selbst, Esq., and Hanh V. Huynh, Esq., at Herrick, Feinstein LLP, in New York. Timothy Puopolo of RAS Management Advisors, LLC, is the Debtors' as chief restructuring officer. NATIONAL TRUCK: Committee Hires Jones Walker as Counsel ------------------------------------------------------- The Official Committee of Unsecured Creditors of National Truck Funding, LLC and its debtor-affiliates seeks approval from the U.S. Bankruptcy Court for the Southern District of Mississippi to retain Jones Walker LLP as counsel. Services John Walker will perform are: a. consult with the Debtors' professionals or representatives concerning the administration of the Cases; b. prepare and review pleadings, motions and correspondence; c. appear at and being involved in proceedings before the Court; d. provide legal counsel to the Committee in its investigation of the acts, conduct, assets, liabilities and financial condition of the Debtors, the operation of the Debtors' businesses, and any other matters relevant to the Cases; e. analyze the Debtors' proposed use of cash collateral and/or debtor-in-possession financing; f. advice the Committee with respect to its rights, duties and powers in the Cases; g. assist the Committee in analyzing the claims of the Debtor's creditors and in negotiating with the creditors; h. assist the Committee in its analysis of and negotiations with the Debtors or any third party concerning matters related to, among other things, the terms of sale, plan of reorganization or other conclusion of the Cases; i. assist and advise the Committee as to its communications to the general creditor body regarding significant matters in these Cases; j. assist the Committee in determining a course of action that best serves the interests of the unsecured creditors; and k. perform other legal services as may be required under the circumstances of the Cases and are deemed to be in the interest of the Committee in accordance with the Committee's powers and duties as set forth in the Bankruptcy Code. Hourly rate for the firm's Attorneys responsible for representing the Committee are: Mark A. Mintz, Partners $350 Jeffrey R, Barber, Partner $375 R. Patrick Vance, Partner $450 Stephanie B. McLarty, Associate $250 Paraprofessionals $125 Mark A. Mintz attest that Jones Walker has no connection with the Debtor, the creditors or any other party-in-interest, their respective attorneys and accountants, the US Trustee, or any person employed in the Office of the United States Trustee and the firm does represent any entity having adverse interest in connection with the Cases. The Firm can be reached through: Mark A. Mintz JONES WALKER LLP 201 St. Charles Avenue, Suite 5100 New Orleans, LA 70170-5100 Tel: (504) 582-8368 Fax: (504) 589-8368 Email: mmintz@joneswalker.com - and - Jeffrey R. Barner Stephanie B. McLarty JONES WALKER LLP 190 East Capitol Street, Suite 800 Post Office Box 427 Jackson, MI 39205-0427 Tel: (601) 949-4765 Telecopy: (601) 949-4804 Email: jbarber@joneswalker.com smclarty@joneswalker.com About National Truck Funding Headquartered in Gulfport, Mississippi, National Truck Funding, LLC -- http://nationaltruckfunding.com/-- retails and rents trucks. It operates as a subsidiary of American Truck Group, LLC -- http://americantruckgroup.com/ National Truck and American Truck sought Chapter 11 protection (Bankr. S.D. Miss. Case Nos. 17-51243 and 17-51244) on June 25, 2017. The petitions were signed by Louis J. Normand, Jr., its manager. National Truck estimated its assets and liabilities at $10 million to $50 million. American Truck estimated its assets and liabilities at $1 million to $10 million. Judge Katharine M. Samson presides over the cases. The Debtors hired Lugenbuhl, Wheaton, Peck, Rankin & Hubbard as bankruptcy counsel; Wessler Law Firm as local counsel; Lefoldt & Company PA as accountant; and Chaffe & Associates as restructuring advisor and investment banker. NATIONAL TRUCK: Want Premium Financing Pact With First Insurance ---------------------------------------------------------------- National Truck Funding, LLC, and American Truck Group, LLC, seek permission from the U.S. Bankruptcy Court for the Southern District of Mississippi to incur, nunc pro tunc to Oct. 11, 2017, debt pursuant to 11 U.S.C. Section 364(c)(2), execute and make cash down payment and subsequently monthly payments pursuant to a premium financing agreement with First Insurance Funding. In the ordinary course of business, the Debtors maintain insurance policies providing insurance in amounts and types of coverage in accordance with the state and local laws, as well as in accordance with certain contractual obligations. The Debtors seek to replace its current Open Lot and Garage Keepers Liability insurance with Lexington in order to reduce deductible amounts and otherwise improve the coverage provided by that insurance. The Debtors say that maintaining the insurance is crucial to the ability of the Debtors to continue operating their businesses. The insurance will bear total premiums of $72,121.34 and the payment of that amount from the Debtors' cash on hand in a single payment would potentially hinder the Debtors' ability to pay other operational expenses in the ordinary course of their businesses. Therefore, it is necessary for the Debtors to finance the premiums of the subject insurance policy, the Debtors say. The Debtors have determined that First Insurance will agree to finance the premiums of the insurance policy pursuant to the terms of the Premium Finance Agreement. The Debtors' obligations under the Premium Finance Agreement include payment of a cash down payment in the amount of $14,962.24 and 10 monthly payments in the amount of $6,009.38 commencing on Nov. 9, 2017. The Debtors forwarded the down payment required by the Premium Finance Agreement to the insurance agent, The Buckner Company, on Oct. 11, 2017. Undersigned counsel received a copy of the Premium Finance Agreement and notice of the down payment on Oct. 12, 2017. The Debtors' obligations under the Premium Finance Agreement will be secured by a security interest in the financed policies and any additional premiums required under the financed policies, including all return premiums, dividend payments, and loss payments which reduce unearned premiums. Furthermore, under the Premium Finance Agreement, First Insurance has authority to, among other things, cancel the subject insurance policy in the event of non-payment. No party currently holds a lien or security interest over the type of property covered by the Premium Finance Agreement. In view of the importance of maintaining insurance coverage to the Debtors' business operations, as well as preserving the Debtors' cash flow and estate by financing the premiums, execution of the Premium Finance Agreement, payment of the cash down payment, and payment of the monthly payments to First Insurance. A copy of the Debtors' Motion is available at: http://bankrupt.com/misc/mssb17-51243-362.pdf As reported by the Troubled Company Reporter on Aug. 31, 2017, the Court previously authorized the Debtor to incur debt, execute and make cash down payment and monthly payments pursuant to insurance premium financing agreement with Prime Rate Premium Finance Corporation. About National Truck Funding Headquartered in Gulfport, Mississippi, National Truck Funding, LLC -- http://nationaltruckfunding.com/-- retails and rents trucks. It operates as a subsidiary of American Truck Group, LLC -- http://americantruckgroup.com/ National Truck and American Truck sought Chapter 11 protection (Bankr. S.D. Miss. Case Nos. 17-51243 and 17-51244) on June 25, 2017. The petitions were signed by Louis J. Normand, Jr., manager. National Truck estimated its assets and liabilities at $10 million to $50 million. American Truck estimated its assets and liabilities at $1 million to $10 million. Judge Katharine M. Samson presides over the cases. The Debtors hired Lugenbuhl, Wheaton, Peck, Rankin & Hubbard as bankruptcy counsel; Wessler Law Firm as local counsel; Lefoldt & Company PA as accountant; and Chaffe & Associates as restructuring advisor and investment banker. NEPHROS INC: Expects Over 90% Year-Over-Year Revenue Growth in Q3 ----------------------------------------------------------------- Nephros, Inc. provides a general update on the Company's activities and guidance for the third quarter of 2017. The Company has begun selling all versions of the EndoPur and HydraGuard to dialysis clinics and hospital facilities, respectively. The Company expects to launch its 9,000 gallon lead-removal filter before the end of 2017. The dual stage filter will absorb soluble lead and retain particulate lead to provide a comprehensive solution for water that exceeds a lead concentration of 150 parts per million. Vanderbilt University continues to treat patients with the Nephros OLpUr H2H Hemodiafiltration Module. The Company has made additional progress in the development of the second generation hemodiafiltration module and expects to increase these activities as the Company achieves positive cash flow. The Company expects to receive non-dilutive cash proceeds of over $1.5 million late in the fourth quarter of 2017 from the sale of net operating losses and research and development tax credits through the Technology Business Tax Certificate Transfer Program at the New Jersey Economic Development Authority. Preliminary Third Quarter 2017 Revenue The Company expects total revenue for the third quarter ending Sept. 30, 2017, of approximately $915,000, an increase of approximately 95% over the same period in 2016. Based upon the anticipated sales trajectory, the Company believes that it can be sustainably cash flow positive around the end of 2017. "We continue to make great strides in our water filter business, adding new customers monthly," said Daron Evans, CEO of Nephros. "New CMS guidelines have increased the focus on legionella prevention across a broader set of hospitals. We continue to believe that positive cash flow from operations is achievable in the very near term." "In the last quarter of the year, our primary focus in the dialysis sector is marketing the EndoPurTM product portfolio. In the hospital sector, our primary focus is supporting our water treatment partners as they serve hospitals that are enhancing their legionella prevention programs in order to comply with the recent CMS site survey update." About Nephros, Inc. River Edge, N.J.-based Nephros, Inc. -- http://www.nephros.com/-- is a commercial stage medical device company that develops and sells liquid purification filters. Its filters, which it calls ultrafilters, are primarily used in dialysis centers and healthcare facilities for the production of ultrapure water and bicarbonate. Moody, Famiglietti & Andronico, LLP, in Tewksbury, MA, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Dec. 31, 2016. It said, "[T]he Company has incurred negative cash flow from operations and recurring net losses. These conditions, among others, raise substantial doubt about its ability to continue as a going concern." Nephros reported a net loss of $3.03 million on $2.32 million of total net revenues for the year ended Dec. 31, 2016, compared with a net loss of $3.08 million on $1.94 million of total net revenue for the year ended Dec. 31, 2015. As of June 30, 2017, Nephros had $2.84 million in total assets, $2.05 million in total liabilities and $783,000 in total stockholders' equity. NEWPARK RESOURCES: S&P Hikes CCR to B on Improving Credit Metrics ----------------------------------------------------------------- S&P Global Ratings raised its corporate credit rating on Houston-based Newpark Resources Inc. to 'B' from 'B-'. The outlook is stable. S&P also raised the issue-level rating on the company's senior unsecured convertible notes to 'B' from 'B-'. The recovery rating on the notes remains '3', indicating our expectation for meaningful (50% to 70%; rounded estimate: 60%) recovery in the event of payment default. U.S.-based oilfield service provider Newpark Resources Inc. is benefitting from improving conditions in the oilfield services market. Oil prices rising from 2016 lows and efficiency gains by U.S. shale oil exploration and production (E&P) companies have led to an increase in drilling and completion activity. Newpark has expanded its mats segment outside its traditional oil and gas market, resulting in improving results. As a result, S&P expects the company to generate significantly higher adjusted EBITDA year over year in 2017. S&P said, "The upgrade reflects our expectation for stronger financial measures in 2017 and 2018 compared with the company's very weak 2016 results. Newpark was successful in retiring its October 2017 bond maturity, which we believe will improve financial measures going forward with lower debt leverage and higher funds from operations (FFO) to debt. We expect debt leverage to be in the 1.5x to 2.5x range and FFO to debt to be around 35% to 45% over the next 12 months. Nevertheless, ratings will continue to reflect the inherent volatility of the oilfield services industry as exhibited in the wide swings in EBITDA Newpark has seen over the 2014 to 2017 timeframe when adjusted EBITDA went from a high of almost $200 million to a low of about $5 million. This is heightened by Newpark's limited scale of operations and product diversity relative to higher-rated oilfield services peers. "The stable outlook reflects our expectation that credit measures will strengthen from the previous year's levels as market conditions in the U.S. onshore oil and gas drilling improve along with the company's successful integration of the mats business into markets outside the oil and gas industry. It is our expectation that credit measures will be strong for the rating over the next 12 months. "We could lower the rating if credit measures deteriorated such that FFO to debt was approaching 12%. We could envision this scenario if hydrocarbon prices and market conditions weakened beyond out forecasts, leading to increased pricing pressures and a deterioration in margins. Additionally, leverage could climb if the company increases its debt load to finance acquisitions or for shareholder rewards. "We could raise the rating if Newpark was able to increase its size and scale of operations while maintaining leverage of about 1.5x to 2.5x. We could envision such a scenario if Newpark increases its market share in both the fluids and mat segments in which it operates." NICE CAR: Oct. 25 Hearing on Disclosure Statement ------------------------------------------------- Judge Raymond B. Ray of the U.S. Bankruptcy Court for the Southern District of Florida will convene a hearing on Oct. 25, 2017, at 10:00 a.m. to consider approval of the disclosure statement filed by Nice Car, Inc. on Oct. 12, 2017. The last day for filing and serving objections to the Disclosure Statement is Oct. 23, 2017. About Nice Car, Inc. Founded in 1977, Nice Car -- https://nicecar1977.com/ -- is a family owned and operated full service used car dealer. The Debtor's business is located in Hollywood, Broward County, Florida and serves customers throughout the South Florida area. Steven Kerzer is the 100% shareholder of the Debtor and the Debtor's president. Nice Car, Inc., filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 17-15001), on April 24, 2017. The petition was signed by Steven Kerzer, president. The case is assigned to Judge Raymond B. Ray. The Debtor is represented by Robert F. Reynolds, Esq., at Slatkin & Reynolds, P.A. At the time of filing, the Debtor had estimated assets and liabilities ranging from $10 million to $50 million. OFFICE DEPOT: Moody's Affirms B1 CFR & Revises Outlook to Positive ------------------------------------------------------------------ Moody's Investors Service affirmed all ratings of Office Depot, Inc., including the B1 corporate family rating, and changed the outlook to positive from stable. A B1 rating was also assigned to its proposed $750 million senior secured term loan due 2023, which will partially fund its proposed purchase of CompuCom Systems, Inc. (Caa2 negative) for total consideration of approximately $1 billion. "The change in outlook to positive is driven by Moody's view that there is ample cushion in Office Depot's current rating to absorb this acquisition, which Moody's believes will be additive to its business," stated Moody's Vice President Charlie O'Shea. "CompuCom, with its suite of IT services, is a solid strategic fit, providing Office Depot with a new service offering that will differentiate it from its competition by moving it away from the 'commoditized' portion of the office products and services subsegment of retail," added O'Shea. "Following the rejection by the FTC of its acquisition by Staples, Moody's felt that some meaningful financial policy 'move' would occur, and this acquisition reflects a sensible use of the company's balance sheet." Proceeds from the proposed $750 million senior secured term loan, along with a roughly 8% stake in Office Depot, will be paid to Thomas H. Lee Partners, L.P. ("THL") for CompuCom -- an IT services company with approximately $1.1 billion in sales. -- representing total consideration of approximately $1 billion, which includes the repayment of CompuCom's existing outstanding debt. Moody's estimates pro forma for the transaction Office Depot's debt/EBITDA will increase to around 3 times and EBIT/interest will reduce to around 2.4 times. The transaction is expected to close by year-end. Upon the close of the transaction and final review of documentation, all ratings of CompuCom will be withdrawn. Assignments: Issuer: Office Depot, Inc. -- Senior Secured Bank Credit Facility, Assigned B1(LGD4) Outlook Actions: Issuer: Office Depot, Inc. -- Outlook, Changed To Positive From Stable Affirmations: Issuer: Alabama State Industrial Dev. Auth. -- Senior Unsecured Revenue Bonds, Affirmed B3(LGD5) Issuer: American Foreign Power -- Senior Unsecured Regular Bond/Debenture, Affirmed B3(LGD5) Issuer: Beauregard (Parish of) LA -- Senior Unsecured Revenue Bonds, Affirmed B3(LGD5) Issuer: International Falls (City of) MN -- Senior Unsecured Revenue Bonds, Affirmed B3(LGD5) Issuer: Office Depot, Inc. -- Probability of Default Rating, Affirmed B1-PD -- Corporate Family Rating, Affirmed B1 -- Speculative Grade Liquidity Rating, Affirmed SGL-1 Issuer: Rumford (Town of) ME -- Senior Unsecured Revenue Bonds, Affirmed B3(LGD5) RATINGS RATIONALE Office Depot's B1 rating primarily considers its strong credit metrics, which Moody's expects will improve over the next 12-18 months as the company executes its planned acquisition of CompuCom and the integration of OfficeMax continues to generate meaningful synergies. The rating also recognizes the difficult macroeconomic operating environment for the office supply sector in the U.S., which continues to compress operating performance, as well as the company's challenged historical execution ability. Moody's expects liquidity to remain at least very good, which is a critical factor supporting the B1 rating. The rating also reflects Mooy's expectation that financial policy, particularly returns to shareholders, will continue its historically-conservative philosophy. The positive outlook reflects Moody's expectation that the company will continue to generate meaningful synergies from the OfficeMax acquisition, and that its planned acquisition of CompuCom is integrated smoothly and generates cost and operational synergies. The positive outlook also reflects Moody's expectation that Office Depot's financial policy will remain balanced and support improvement in credit metrics. Ratings could be upgraded if the company's integration of OfficeMax and CompuCom generate improved operating performance and financial policy remains at least balanced. Quantitatively, ratings could be upgraded if Debt/EBITDA was maintained below 4.0x and EBIT/Interest was sustained above 2.5x. An upgraded will also require liquidity generally maintained at current levels. Ratings could be downgraded if operating performance weakens, or financial policy becomes aggressive such that Debt/EBITDA is sustained above 5.0x and EBIT/Interest fell below 1.75x, or liquidity were to weaken. Office Depot ("ODP") is the second largest office supply retailer in the U.S. with annual revenues of around $11 billion. It acquired OfficeMax in November 2013. The principal methodology used in these ratings was Retail Industry published in October 2015. OPTIMA SPECIALTY: Court Confirms Modified Reorganization Plan ------------------------------------------------------------- Optima Specialty Steel, Inc., on Oct. 17, 2017, disclosed that the United States Bankruptcy Court for the District of Delaware confirmed its Modified Plan of Reorganization. The Plan confirmation clears the way for OSS to complete its financial restructuring and emerge from bankruptcy in the coming weeks. The Plan, sponsored by DDJ Capital Management, LLC ("DDJ"), received the support of all of the Company's major creditor groups. "We are extremely pleased with the results of [Tues]day's confirmation hearing and the Court's action," said Michael Salamon, President of the Company. "The Court's approval of our Plan paves the way for us to complete our financial restructuring and move forward with enhanced financial flexibility and stability. Our path through this critical step of the restructuring process would not have been possible without the support of our debtholders and creditors. I also want to extend our thanks to our customers, vendors, employees, and professional advisors who remained loyal and supportive throughout this process," Mr. Salamon added. Mr. Salamon continued, "Our restructuring will not alter our commitment to ethical business practices, operational excellence, and delivering world-class products and services our customers have come to expect from us. We are emerging well positioned for sustainable long term growth and looking forward to creating new and deeper relationships in the market under our new ownership." Jim Kime, Managing Director at DDJ, the investment manager to the Company's largest creditor constituency, said: "We have been investors in the Company for many years and believe in the future of the Company, as reflected by our continued financial support of the Company as it emerges from bankruptcy. We look forward to working closely with the Company's management to create a stronger, more sustainable enterprise delivering excellent products to its customers." For more information about the Plan of Reorganization please visit: http://cases.gardencitygroup.com/oma/index.php About Optima Specialty Steel Optima Specialty Steel Inc. and its affiliates are independent manufacturers of specialty steel products. Their manufacturing facilities are located in the United States, and each of the companies' operating units have operated in the steel industry for more than 50 years. Optima Specialty Steel and its affiliates filed Chapter 11 bankruptcy petitions on Dec. 15, 2016: Optima Specialty Steel (Bankr. D. Del. Case No. 16-12789); Niagara LaSalle Corporation (Case No. 16-12790); The Corey Steel Company (Case No. 16-12791); KES Acquisition Company (Case No. 16-12792); and Michigan Seamless Tube LLC (Case No. 16-12793). The petitions were signed by Mordechai Korf, chief executive officer. At the time of filing, Optima Specialty estimated assets and liabilities of $100 million to $500 million. The Debtors engaged Greenberg Traurig, LLP, in Wilmington, Delaware, as counsel. The Debtors tapped Ernst & Young LLP as their accountant. Garden City Group is the claims and noticing agent, and maintains the site http://cases.gardencitygroup.com/oma/info.php On Jan. 4, 2017, the U.S. Trustee for Region 3 appointed an official committee of unsecured creditors. The Committee retained Squire Patton Boggs (US) LLP as its lead counsel and Whiteford, Taylor & Preston LLC as its local Delaware counsel. No request has been made for the appointment of a trustee or examiner. PACE DIVERSIFIED: Macpherson and NPA Claims Removed in New Plan --------------------------------------------------------------- Pace Diversified Corporation filed with the U.S. Bankruptcy Court for the Eastern District of California a first amended disclosure statement in support of its first amended plan of reorganization, dated Oct. 6, 2017. According to this latest disclosure statement, the Debtor reached a Stipulated Settlement with Macpherson and National Petroleum Associates following two days of mediation in July 2017. The Settlement resolved the pending litigation between the parties and will provide $500,000 for use to pay claims owed by Debtor. A Motion to Approve Compromise was filed by Debtor on July 26, 2017, and was approved on August 11, 2017. Disputes have arisen about one of the key terms of the Settlement, the terms of a quitclaim deed relative to the Gardner Lease. The parties are scheduled to arbitrate that portion of the dispute in December 2017. Under the new plan, the class 6 claims of Macpherson and NPA have been extinguished by virtue of the Order Approving Compromise of Controversy entered on August 11, 2017. Therefore, Class 6 is unimpaired under the Plan and is not entitled to vote. The Debtor also reached an agreement with Traveler's Insurance Company after two months of exchanging valuations. Traveler's would pay the Debtor about $498,000 for the destruction of Debtor's workover rig. Debtor sought approval of the compromise with Traveler's on August 25, 2017. The compromise was approved on Sept. 8, 2017, and Traveler's has paid the settlement. A full-text copy of the First Amended Disclosure Statement is available at: http://bankrupt.com/misc/caeb17-11028-311.pdf About Pace Diversified Corporation Pace Diversified Corporation was incorporated in 2001 by its owners Dwayne and Patricia Roach. Pace is engaged in the production and distribution of oil and gas. The Company was founded in 2000 and is based in Bakersfield, California. Pace Diversified filed a Chapter 11 petition (Bankr. E.D. Cal. Case No. 17-11028) on March 23, 2017. The petition was signed by Dwayne Roach, President. The case is assigned to Judge Rene Lastreto II. The Debtor is represented by T. Scott Belden, Esq. at Belden Blaine Raytis, LLP. At the time of filing, the Debtor had $10 million to $50 million in estimated assets and $1 million to $10 million in estimated liabilities. PACIFIC DRILLING: No Consensus Yet on Debt Restructuring -------------------------------------------------------- Pacific Drilling S.A. said in a Form 8-K report filed with the Securities and Exchange Commission that there is no consensus yet between the Company, its controlling shareholder and its creditors as to the terms of any restructuring. The Company intends to make its management team and advisors available to continue discussions with the Creditors, other stakeholders and their respective representatives concerning a potential restructuring, subject to satisfactory confidentiality assurances. Pacific Drilling executed in September 2017 non-disclosure agreements with certain unaffiliated beneficial holders of the 7.25% Senior Secured Notes due 2017 issued by Pacific Drilling V Ltd, an indirect, wholly-owned subsidiary of the Company, the Term Loan B maturing 2018 borrowed by the Company and the 5.375% Senior Secured Notes due 2020 issued by the Company to facilitate discussions with the Creditors concerning the restructuring of the Companies' capital structure. Pursuant to the NDAs, the Company agreed to disclose publicly after a specified period, if certain conditions were met, that the Company and the Creditors had engaged in discussions concerning the Companies' capital structure and information regarding such discussions. To facilitate ongoing discussions, the Creditors previously agreed to a one-week extension of their NDAs, but as of Oct. 16, 2017, the extended discussion period has elapsed and the Creditors have not agreed to any further extensions. As more fully described in the Company Presentation and the Proposal Summary, in connection with discussions regarding a potential Restructuring, on Sept. 6, 2017, the Company proposed to (i) extend the maturity of (a) the Revolving Credit Facility borrowed by the Company from 2018 to 2023 and (b) the Senior Secured Credit Facility borrowed by Pacific Sharav S.a r.l. and Pacific Drilling VII Ltd., both indirect, wholly-owned subsidiaries of the Company, from 2019 to 2024 and (ii) equitize all of the Indebtedness and approximately 55% of the indebtedness owed under the SSCF. Under this proposal, the Company's current common shareholders would retain approximately 17.5% of the post-reorganization equity of the Company and obtain warrants to purchase approximately an additional 10% of the equity of the Company. In response to the Company's proposal, the Creditors proposed that the Creditors receive approximately 97.25% of the post-reorganization equity of the Company, with the current equity-holders to retain approximately 2.75% of the post-reorganization equity and receive warrants to purchase approximately 10% of the equity of the Company. The Creditors' counterproposal included an extension of the maturities of the RCF and the SSCF to 2023 and 2024, respectively, but did not include any equitization of the obligations under the SSCF. In response to the Creditors' proposal, the Company made a counterproposal to the Creditors in which the Company, among other things, agreed to forego equitization of the SSCF obligations on the condition that the Company raise $200 million in equity through two separate rights offerings for $100 million each. The first rights offering would be made to current equity-holders and fully backstopped by the Company's controlling shareholder at an agreed fixed price, while the second rights offering would be made to equitizing creditors with the option to provide a backstop commitment at the same agreed fixed price. In the event equitizing creditors did not wish to backstop the rights offering to creditors, the Company would raise the $100 million in equity without a backstop at a market clearing price, with the rights offering price to existing equity-holders adjusted downward to match any lower subscription price achieved in the market. The Company's counterproposal also provided that the Company's current equity-holders would retain approximately 10% of the post-reorganization equity of the Company, which would include any potential structuring fees to the Company's controlling shareholder and be subject to dilution. The counterproposal agreed with the Creditors' proposal as to the amount and strike price of warrants to be given to the Company's current equity-holders, but with a longer tenor and change of control protections. The Company's counterproposal was subject to board approval by the Company, as well as the approval of the Company's controlling shareholder. Neither the counterproposal nor any other proposal discussed between the Company, the controlling shareholder and the Creditors is legally-binding or indicative of the terms of any Restructuring that may occur in the future. Full-text copies of the Company's presentation provided to the creditors and proposal Summary chart are available for free at: https://is.gd/BBMfRD https://is.gd/wCl4Ck 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 drillships are highly mobile and its fleet operates in a global market segment for the offshore exploration and production industry. Currently, the Company's contracted drillships are operating in the deepwater regions of the U.S. Gulf of Mexico and Nigeria. 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. 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. "If the Company is unable to complete a restructuring, or refinance or extend the maturity of the 2017 Senior Secured Notes prior to their maturity in December 2017, the Company may be unable to repay the Notes at maturity, which would trigger cross-default provisions in the Company's other debt instruments," Pacific Drilling stated in a press release dated Aug. 3, 2017. "In addition, as previously disclosed, the Company expects that it will be in violation of the maximum leverage ratio covenant in its 2013 Revolving Credit Facility and its Senior Secured Credit Facility for the fiscal quarter ending on September 30, 2017. If the Company is unable to obtain waivers of such covenants or amendments to the debt agreements, such covenant default would entitle the lenders under such facilities to declare all outstanding amounts under such debt agreements to be immediately due and payable. Such acceleration would also trigger the cross-default provisions in the Company's other debt instruments. The Company is evaluating various alternatives to address its liquidity and capital structure, which may include a private restructuring or a negotiated restructuring of its debt under the protection of Chapter 11 of the U.S. Bankruptcy Code." PACKARD SQUARE: Request For OK to Obtain DIP Financing Denied ------------------------------------------------------------- The Hon. Thomas J. Tucker of the U.S. Bankruptcy Court for the Eastern District of Michigan has denied Packard Square LLC's request for authorization to obtain post-petition financing. A copy of the court order is available at: http://bankrupt.com/misc/mieb17-52483-143.pdf As reported by the Troubled Company Reporter on Sept. 8, 2017, the Debtor asked the Court for authorization to obtain senior secured postpetition super priority financing from Ardent Financial Fund II, L.P. The DIP Financing would be a multiple-draw loan in the approximate amount of $22,006,132 that will be available to borrow in accordance with the terms and conditions identified in the commitment letter and terms and conditions. About Packard Square Packard Square LLC owns a 360,000-square foot mixed-use development on a six-and-a-half acre site on Packard Street in Ann Arbor, Michigan. Once completed, the Company expects the project to be worth approximately $93,500,000. Packard Square is currently under receivership. A receivership case, CAN IV Packard Square LLC v. Packard Square LLC, Case No. 16-990-CB, Washtenaw County Trial Court, Honorable Archie C. Brown presiding, was filed, and on Nov. 1, 2016, McKinley, Inc., was appointed as receiver. To recover control of the project, Packard Square LLC filed for Chapter 11 bankruptcy protection (Bankr. E.D. Mich. Case No. 17-52483) on Sept. 5, 2017, estimating $50 million to $100 million in assets and less than $50 million in liabilities. David G. Dragich, Esq., and Amanda Vintevoghel, Esq., at The Dragich Law Firm PLLC, serve as the Debtor's bankruptcy counsel. Swistak & Levine, P.C., has been retained as the Debtor's special counsel. As of Sept. 6, 2017, no request for appointment of a Chapter 11 trustee or examiner has been made and no official committee has been appointed. PARETEUM CORP: Amends 10M Shares Prospectus with SEC ---------------------------------------------------- Pareteum Corporation filed with the Securities and Exchange Commission an amended registration statement on Form S-1/A in connection with a firm commitment offering of 10,000,000 shares of common stock of the Company. The Company amended the Registration Statement to delay its effective date. Pareteum's common stock is quoted on The NYSE American under the symbol "TEUM". On Oct. 13, 2017, the closing bid price of the Company's common stock on The NYSE American was $1.20 per share. A full-text copy of the amended prospectus is available for free at https://is.gd/hN43WD About Pareteum Corp New York-based Pareteum Corporation (NYSEMKT: TEUM), formerly known as Elephant Talk Communications, Inc. -- http://www.pareteum.com/ -- is an international provider of business software and services to the telecommunications and financial services industry. Squar Milner, LLP, in Los Angeles, California, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has suffered recurring losses from operations, has an accumulated deficit of $287,080,234 and has negative working capital. This, according to the auditors, raises substantial doubt about the Company's ability to continue as a going concern. Pareteum incurred a net loss of $31.44 million for the year ended Dec. 31, 2016, compared with a net loss of $5 million for the year ended Dec. 31, 2015. The Company's balance sheet at June 30, 2017, showed $11.56 million in total assets, $15.45 million in total liabilities and a total stockholders' deficit of $3.88 million. "Based on our current expectations with respect to our revenue and expenses, we expect that our current level of cash and cash equivalents could be sufficient to meet our liquidity needs for the next twelve months. If our revenues do not grow as expected and if we are not able to manage expenses sufficiently, including required payments pursuant to the terms of the senior secured debt, we may be required to obtain additional equity or debt financing. Although we have previously been able to attract financing as needed, such financing may not continue to be available at all, or if available, on reasonable terms as required. Further, the terms of such financing may be dilutive to existing shareholders or otherwise on terms not favorable to us or existing shareholders. If we are unable to secure additional financing, as circumstances require, or do not succeed in meeting our sales objectives, we may be required to change or significantly reduce our operations or ultimately may not be able to continue our operations," as disclosed in the Company's latest quarterly report for the period ended June 30, 2017. PERFUMANIA HOLDINGS: No Longer Submits Regulatory Filings to SEC ---------------------------------------------------------------- Perfumania Holdings, Inc. filed with the Securities and Exchange Commission a Form 15-12G notifying the termination of registraion of its common stock, par value $0.0001 per share, under Section 12(g) of the Securities Exchange Act of 1934. As a result of the Form 15 filing, the Company is no longer obligated to file periodic reports with the SEC. About Perfumania Holdings Perfumania Holdings, Inc. (NASDAQ: PERF) -- http://www.perfumaniaholdings.com/-- is an independent, national, vertically integrated wholesale distributor and specialty retailer of perfumes and fragrances. The Company's wholesale business distributes designer fragrances to mass market retailers, drug, and other chain stores, retail wholesale clubs, traditional wholesalers, and other distributors throughout the United States. The Company's retail business is operated through a chain of retail stores that specialize in the sale of fragrances and related products at discounted prices up to 75% below the manufacturers' suggested retail prices and a Company-owned website that offers a selection of the Company's more popular products for sale online. On Aug. 26, 2017, Model Reorg Acquisition, LLC and 18 affiliated debtors, including perfumania Holdings, Inc., each filed voluntary petitions in the United States Bankruptcy Court for the District of Delaware seeking relief under chapter 11 of the United States Bankruptcy Code. The Debtors' cases are jointly administered for procedural purposes under the case docket for Model Reorg Acquisition, LLC (Bankr. D. Del. Case No. 17-11794). Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel, Ankura Consulting Group, LLC, is serving as financial advisor, and Imperial Capital is serving as investment banker to the Company. The Skadden team includes Corporate Restructuring partners Lisa Laukitis and J. Gregory Milmoe (Boston), and associates Raquelle Kaye (Boston), Esther Adzhiashvili and AZ Biazar, as well as Corporate Restructuring and Bankruptcy Litigation partner Anthony Clark (Wilmington) and associate Cameron Fee (Wilmington); Banking partner Sarah Ward and associates Emily Stork, Shan Song (Chicago) and Katherine Webb; Tax partner Brian Krause and associate Joseph Soltis; and Corporate partner Richard Grossman (New York). Epiq Bankruptcy Solutions is the claims and noticing agent and maintains the Web site http://dm.epiq11.com/perfumania PHOENICIAN MEDICAL: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------ The Office of the U.S. Trustee on Oct. 17 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Phoenician Medical Center. About Phoenician Medical Center, Inc. Phoenician Medical Center, Inc. is a privately held company in Chandler, Arizona. It owns East Valley Family Medical (EVFM) -- http://evfm.care-- a physician-based multi-specialty group specializing in internal medicine, family medicine, physical medicine and rehabilitation and general practice. It serves the Arizona East Valley communities of Mesa, Ahwatukee, Chandler, Tempe, Gilbert, and Apache Junction. EVFM has grown from one single provider in 1999 to over 30 providers with more than 140,000 active primary care patients today. Phoenician Medical filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 17-09946) on Aug. 24, 2017. The petition was signed by Paramvir S. Tuli, president. Phoenician Medical previously sought bankruptcy protection (Bankr. D. Ariz. Case No. 12-08771) on April 12, 2012. The Hon. Madeleine C. Wanslee presides over the 2017 case. The Debtor is represented by Donald W. Powell of the law firm Carmichael & Powell, P.C., as counsel. At the time of 2017 filing, the Debtor estimates $1 million to $10 million both in assets and liabilities. PINPOINT WAREHOUSING: Case Summary & 20 Top Unsecured Creditors --------------------------------------------------------------- Debtor: Pinpoint Warehousing, LLC fka Pinpoint Warehousing, Inc. 3915 Shopton Road Charlotte, NC 28217 Type of Business: Pinpoint Warehousing -- http://goppw.com-- is a privately held full-service warehousing company based in Charlotte, North Carolina. With over 30 years of experience, the Company provides streamlined warehousing, contract packaging, distribution, and order fulfillment processes to a wide variety of businesses across multiple industries. Serving Fortune 500, mid-sized, and start up companies, Pinpoint Warehousing offers total warehousing packages as well as individual services. Chapter 11 Petition Date: October 17, 2017 Case No.: 17-31701 Court: United States Bankruptcy Court Western District of North Carolina (Charlotte) Judge: Hon. Laura T. Beyer Debtor's Counsel: Richard S. Wright, Esq. MOON WRIGHT & HOUSTON, PLLC 121 W. Trade Street, Suite 1950 Charlotte, NC 28202 Tel: (704) 944-6564 Fax: (704) 944-0380 E-mail: rwright@mwhattorneys.com smyers@mwhattorneys.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Harvey Gantt, president and CEO. A full-text copy of the petition, along with a list of 20 largest unsecured creditors, is available for free at http://bankrupt.com/misc/ncwb17-31701.pdf PIONEER NURSERY: U.S. Trustee Forms Five-Member Committee --------------------------------------------------------- Tracy Hope Davis, U.S. Trustee for Region 17, on Oct. 17 appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Pioneer Nursery, LLC. The committee members are: (1) Charles Nichols dba Sierra View Farms 13762 First Avenue Hanford CA 93230 (2) JG Boswell Company Attn: Joey Mendonca P.O. Box 9759 Bakersfield CA 93389 (3) King & Gardiner Farms Attn: Rob Geis P.O. Box 1200 Wasco CA 93280 (4) Kings Ranch Attn: Larry Bettencourt 12718 Road 144 Tipton CA 93272 (5) Olam Farming Attn: David DeFrank 205 E River Park Circle, Suite 310 Fresno CA 93720 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 Pioneer Nursery LLC Founded in 1968, Pioneer Nursery Inc. is in the retail nurseries and garden stores industry. It owns crops -- either planted or harvested -- of approximately 440,000 pistacio trees worth $7 per tree having a total retail value of $3.08 million. The Debtor posted gross revenue of $4.55 million in 2016 and gross revenue of $7.78 million in 2015. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Calif. Case No. 17-13112) on Aug. 11, 2017. Brian Blackwell, member, signed the petition. At the time of the filing, the Debtor disclosed $5.42 million in assets and $245,701 in liabilities. Judge Fredrick E. Clement presides over the case. Fear Waddell, P.C., represents the Debtor as bankruptcy counsel. PJ REAL ESTATE: Taps Inkscale Realty's Brandi Hooker as Realtor --------------------------------------------------------------- PJ Real Estate LLC seeks approval from the U.S. Bankruptcy Court for the District of Maryland to hire a realtor. The Debtor proposes to employ Brandi Hooker, a realtor and broker employed with Inkscale Realty, in connection with the sale of its real property in Bowie, Prince George's County, Maryland. Ms. Hooker will get a commission of 6% of the sales price. In a court filing, Ms. Hooker disclosed that she does not hold interests adverse to any "party-in-interest." Ms. Hooker maintains an office at: Brandi E. Hooker Inkscale Realty 3854 Sixes Road Prince Frederick, MD 20678 About PJ Real Estate LLC PJ Real Estate, LLC owns a parcel of commercial real estate in Bowie, Prince George's County, Maryland. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 17-18758) on June 27, 2017. Paul Burns, its authorized representative, signed the petition. The John Roberts Law Firm, PC represents the Debtor as bankruptcy counsel. PRODUCTION PATTERN: Taps Harris Law Practice as Co-Counsel ---------------------------------------------------------- Production Pattern and Foundry Co Inc. seeks approval from the U.S. Bankruptcy Court for the District of Nevada to hire Harris Law Practice LLC. The firm will serve as co-counsel with Minden Lawyers LLC, another firm tapped by the Debtor to be its bankruptcy counsel. Stephen Harris, Esq., the attorney who will be providing the services, will charge an hourly fee of $400. The hourly rates for paraprofessional services range from $150 to $250. The Debtor will pay the firm an advance retainer in the sum of $12,000. Harris Law Practice does not represent any interest adverse to the Debtor's estate, according to court filings. The firm can be reached through: Stephen Harris, Esq. Harris Law Practice LLC 6151 Lakeside Drive, Suite 2100 Reno, NV 89511 Phone: (775) 786-7600 Email: steve@harrislawreno.com About Production Pattern and Foundry Production Pattern and Foundry Co., Inc. -- http://www.ppfco.com/ -- is a TS-16949 Certified, casting foundry, producing aluminum castings for a wide variety of industries. PPF produces parts and equipment components for a broad spectrum of markets -- from chip-making equipment to drinking fountains. Typical PPF customer applications have included: housings mounting bases, manifolds, valve bodies, door hinges and brackets. The company also has experience in heavy truck manufacturing, semiconductor chip manufacturing equipment, medical and dental equipment manufacturing, construction, utility, packaging machinery and sports equipment industries. Production Pattern filed a Chapter 11 petition (Bankr. D. Nev. Case No. 17-51106) on Sept. 20, 2017. The petition was signed by Arlene Cochran, president. The case is assigned to Judge Bruce T. Beesley. At the time of filing, the Debtor estimated assets and liabilities of $10 million to $50 million. PRODUCTION PATTERN: Taps Minden Lawyers as Legal Counsel -------------------------------------------------------- Production Pattern and Foundry Co Inc. seeks approval from the U.S. Bankruptcy Court for the District of Nevada to hire Minden Lawyers, LLC as its legal counsel. The firm will assist the Debtor in the preparation of a plan of reorganization and will provide other legal services related to its Chapter 11 case. Chris Nichols, Esq., the attorney who will be handling the case, will charge an hourly fee of $400. The hourly rates for paraprofessional services range from $150 to $200. Minden Lawyers received an advance retainer from the Debtor in the sum of $16,717. The firm does not represent any interest adverse to the Debtor's estate, according to court filings. Minden Lawyers can be reached through: Chris D. Nichols, Esq. Minden Lawyers, LLC P.O. Box 2860 990 Ironwood Drive, Suite 300 Minden, NV 89423 Tel: (775) 782 7171 Fax: (775) 782-3081 Email: nichols@mindenlawyers.com Email: pam@mindenlawyers.com About Production Pattern and Foundry Production Pattern and Foundry Co., Inc. -- http://www.ppfco.com/ -- is a TS-16949 Certified, casting foundry, producing aluminum castings for a wide variety of industries. PPF produces parts and equipment components for a broad spectrum of markets -- from chip-making equipment to drinking fountains. Typical PPF customer applications have included: housings mounting bases, manifolds, valve bodies, door hinges and brackets. The company also has experience in heavy truck manufacturing, semiconductor chip manufacturing equipment, medical and dental equipment manufacturing, construction, utility, packaging machinery and sports equipment industries. Production Pattern filed a Chapter 11 petition (Bankr. D. Nev. Case No. 17-51106) on Sept. 20, 2017. The petition was signed by Arlene Cochran, president. The case is assigned to Judge Bruce T. Beesley. At the time of filing, the Debtor estimated assets and liabilities of $10 million to $50 million. R & A PROPERTIES: Taps NAI Optimum as Real Estate Broker -------------------------------------------------------- R & A Properties, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Iowa to hire NAI Optimum as real estate broker. The Debtor believes it is in the interest of the estate to sell the Property, Lots 2 and 3 Corells Acres Plat 2 and locally known as 1711 Euclid Avenue, Des Moines, IA 50313, so that the proceeds can be used by Debtor to fund the Chapter 11 plan of liquidation. Mr. N. Kurt Mumm, CCM and the other professionals at NAI will render services to the Debtor consisting of marketing the Property through MAI's website, multiple listing services, and other media outlets, providing access to the Property to prospective purchasers, providing information regarding the Property and it ownership and operational history, negotiating of any offers to purchase on behalf of the Debtor, and managing the eventual sale of the property, at the standard commission rate of 6%. Mr. N. Kurt Mumm, CCM assures the Court that the firm does not have any interest adverse to the Debtor or the bankruptcy estate, and is disinterested, as such terms are used in the Bankruptcy Code Secs. 327(a) and 101(14). The Broker can be reached through: N. Kurt Mumm, CCM NAI OPTIMUM 3737 Woodland Avenue, Suite 100 West Des Moines IA 50266 Phone: 515-309-4002 Fax: 515-309-4040 About R & A Properties In Based in Urbandale, Iowa, R & A Properties Inc. listed its business as a single-asset real estate. The Company has a fee simple interest in certain properties in Des Moines. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Iowa Case No. 17-01000) on May 22, 2017. Robert J. Colosimo, its treasurer and director, signed the petition. At the time of the filing, the Debtor disclosed $192,307 in assets and $2.54 million in liabilities. R.C.A. RUBBER: Taps Valbridge Property as Appraiser --------------------------------------------------- The R.C.A. Rubber Company seeks approval from the U.S. Bankruptcy Court for the Northern District of Ohio to hire an appraiser. The Debtor proposes to employ Valbridge Property Advisors to evaluate its real property and pay the firm $2,000, plus reimbursement of work-related expenses. Gary Barker, senior managing director of Valbridge, disclosed in a court filing that his firm has no connection with the Debtor or any of its creditors. Valbridge can be reached through: Gary L. Barker Valbridge Property Advisors 1422 Euclid Avenue, Suite 1070 Cleveland, OH 44115 Phone: (216) 367-9690 About The R.C.A. Rubber Company The R.C.A. Rubber Company filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ohio Case No. 16-52757) on November 18, 2016. The petition was signed by Shane R. Price, vice president. The Debtor operates a commercial rubber manufacturing company specializing in commercial flooring primarily used in the transit/transportation industry. The Debtor disclosed total assets of $2.17 million and total liabilities of $1.57 million. Judge Alan M. Koschik presides over the case. Michael A. Steel, Esq. of Brennan, Manna & Diamond, LLC represents the Debtor as counsel. The Debtor hired Kevin Lyden, Esq., as its special counsel and Weidrick Livesay & Co., CPA as its accountant. On August 16, 2017, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization. REAL ESTATE BOOK: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------------- The Office of the U.S. Trustee on Oct. 13 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Real Estate Book, Inc. About Real Estate Book Inc. Real Estate Book, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 17-22948) on July 20, 2017. On September 21, 2017, the case was transferred to another division pursuant to a court order and was assigned a new case number (Bankr. W.D. Pa. Case No. 17-70704). Judge Jeffery A. Deller presides over the case. RENT-A-WRECK: Exclusive Plan Filing Period Extended Thru Feb. 19 ---------------------------------------------------------------- The Hon. Laurie Selber Silverstein of the U.S. Bankruptcy Court for the District of Delaware, at the behest of Rent-A-Wreck of America, Inc. and its affiliates, extended the exclusive periods within which the Debtors may file a Chapter 11 plan and solicit acceptances of the plan, through and including February 19 and April 20, 2018, respectively. As reported by the Troubled Company Reporter on October 2, 2017, the Debtors asked the Court for a 90-day extension of their exclusive periods to file and solicit acceptances of a Chapter 11 plan, asserting that they needed additional time to: (a) continue to evaluate the Debtors' overall assets and restructuring plan; (b) evaluate the universe of claims asserted against the Debtors, which will not be known until the recently established general bar date expires on November 21, 2017; (c) assemble the adequate information, including financial analyses and projections, necessary to prepare a disclosure statement in connection with a confirmable plan of reorganization; and (d) respond to discovery requests propounded by franchisee David Schwartz, individually, and Rent A Wreck, Inc., doing business as Rent A Wreck and/or Bundy Auto Sales, as well as addressing these matters raised by Mr. Schwartz: (i) Motion for 2004 Exam to Debtors Rent-A-Wreck of America and Bundy American; (ii) Motion to Dismiss the Debtors' Bankruptcy Action, or, Alternatively, to Transfer Venue; and (iii) Response in Opposition to Debtors' Motion to Reject Certain Executory Contracts. In keeping with the discussion in Court on September 25, 2017, the Parties have submitted, or will soon submit, an agreed order setting various deadlines in connection with the Schwartz Filings and scheduling an evidentiary hearing for the first week of December 2017. About Rent-A-Wreck of America, Inc. Rent-A-Wreck -- http://www.rentawreck.com/-- is a car rental company headquartered in Laurel, Maryland. Founded in 1968 and franchising since 1973, the Company offers for rent economy cars, full size luxury sedans, pickup trucks, box trucks, mini-vans, cargo vans, 15-passenger vans, SUVs, and station wagons. It has locations across the United States and internationally in Norway, Sweden and Denmark. Rent-A-Wreck of America, Inc. (Bankr. D. Del. Case No. 17-11592) and affiliate Bundy American, LLC (Bankr. D. Del. Case No. 17-11593) filed for Chapter 11 bankruptcy protection on July 24, 2017, each estimating their assets and liabilities at between $1 million and $10 million. The petitions were signed by James William Cash, the Debtors' president. Quarles & Brady LLP is the Debtors' counsel. Aaron S. Applebaum, Esq., at Saul Ewing LLP, serves as the Debtors' co-counsel. The U.S. Trustee on August 9 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Rent-A-Wreck of America, Inc. ROCKY MOUNTAIN: Receives $250,000 Financing From GHS Investments ---------------------------------------------------------------- Rocky Mountain High Brands, Inc., said in a Form 8-K report filed with the Securities and Exchange Commission that on Oct. 12, 2017, it received new debt financing from GHS Investments, LLC under a Secured Promissory Note in the amount of $250,000. The GHS Note is due nine months from the date of issue, bears interest at an annual rate of 10 percent, and is secured by all of the Company's assets. In the event of the Company's default, the GHS Note will bear interest at an annual rate of 20%. At the earlier of: (i) 180 days from issue, or (ii) the effectiveness of a registration statement registering re-sale of the common stock issuable upon conversion, the GHS Exchange Note will be convertible to the Company's common stock. In the event that a registration statement registering re-sale of the common stock issuable upon conversion of the GHS Note is declared effective within 180 days from issue, the GHS Note will be convertible to the Company's common stock at a 20% discount from of the lowest trading price for our common stock during the 10 trading days immediately preceding a conversion date. In the absence of a registration statement registering re-sale of the common stock issuable upon conversion of the GHS Note being declared effective within 180 days from issue, the GHS Note will be convertible to the Company's common stock at a 30% discount from of the lowest trading price for the Company's common stock during the 15 trading days immediately preceding a conversion date. Conversions are limited so that no conversion may be made to the extent that, following a conversion, the beneficial ownership of GHS and its affiliates would be more than 4.99% of the Company's outstanding shares of common stock. The conversion limitation may, in the event of its default, be increased to 9.99% at the option of GHS. The GHS Note may be prepaid, with pre-payment penalties, accordance with the following schedule: (i) if within 60 calendar days from issue, 125% of all outstanding principal and interest due; (ii) if after 60 calendar days and within 120 days from issue, 130% of all outstanding principal and interest due; (iii) if between 121 and 180 days from issue, 135% of all outstanding amounts due. Equity Financing Agreement Also on Oct. 12, 2017, the Company entered into an equity financing agreement with GHS which provides for GHS's purchase of up to $12,000,000 worth of the Company's common stock. Under the EFA, GHS has agreed to purchase up to $12,000,000 worth of our common stock over the next 24 months. Sales of common stock to GHS under EFA will be initiated from time to time by its issuance of individual Put Notices to GHS. The price of shares put to GHS under each Put Notice will be 80% percent of the "Market Price," which is the lowest traded price of the Company's common stock during the 10 consecutive trading days preceding the date of the Put Notice. However, in the event that (i) the lowest volume-weighted average price of the Company's common stock for any given trading day during the 10 trading days following a Put Notice is less than 80% of the Market Price used to determine the Purchase Price in connection with the Put and (ii) as of the end of such Trading Period, GHS still holds shares issued pursuant to such Put Notice, then the Company will be required to will issue such additional shares of common stock, on the trading day immediately following the Trading Period, as may be necessary to adjust the Purchase Price for that portion of the Put represented by the Trading Period Shares to equal the lowest VWAP during the Trading Period. The amount and timing of each Put Notice will be subject to certain limitations: (i) a new Put Notice may not be issued until the prior put has closed, (ii) there must be a minimum of ten (10) days between each Put Notice, (iii) no Put Notice will be effective to the extent that, following the closing of the put, GHS and its affiliates would own more than 9.99% of our common stock; (iv) the maximum dollar amount of each put will not exceed two times the average of the daily trading dollar volume for our common stock during the 10 trading days preceding the put date; and (v) no put will be made in an amount greater than $400,000. The Company's ability to use the EFA facility is conditioned upon, among other things, the effectiveness of a registration statement registering the resale by GHS of: (i) the shares of common stock issuable under the EFA, and (ii) the shares of common stock issuable upon conversion of the GHS Note. The Company's obligations in this regard are governed by a Registration Rights Agreement with GHS dated Oct. 12, 2017. The RRA requires us to file a Registration Statement for GHS's resale of the Registrable Securities with 30 days, and to use our best efforts to secure effectiveness of the Registration Statement with 90 days after filing. Once the Registration Statement is effective, the Company is required to maintain its effectiveness, by appropriate amendments and/or prospectus supplements, until the earlier to occur of the following: (A) GHS has sold all the Registrable Securities; or (B) GHS has no right to acquire any additional shares of common stock under the EFA or the New GHS Note. The EFA also provides for an additional $250,000 in funding from GHS to be made under a second convertible promissory note, which will be funded upon the filing of the registration statement called for by the RRA. About Rocky Mountain Dallas, Texas-based Rocky Mountain High Brands, Inc. (OTCMKTS:RMHB) is a consumer goods brand development company specializing in developing, manufacturing, marketing, and distributing hemp-infused food and beverage products and spring water. The Company currently markets a lineup of five hemp-infused beverages. RMHB is also researching the development of a lineup of products containing Cannabidiol (CBD). The Company's intention is to be on the cutting edge of the use of CBD in consumer products while complying with all state and federal laws and regulations. Rocky Mountain reported a net loss of $9.27 million on $401,974 of sales for the year ended June 30, 2017, following net income of $2.32 million on $1.07 million of sales for the year ended June 30, 2016. As of June 30, 2017, Rocky Mountain had $1.27 million in total assets, $8.58 million in total liabilities, all current, and a total shareholders' deficit of $7.30 million. Paritz & Company, P.A., in Hackensack, New Jersey, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended June 30, 2017, noting that the Company has a shareholders' deficit of $7,304,278, an accumulated deficit of $26,154,633 at June 30, 2017, and has generated operating losses since inception. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern. ROSETTA GENOMICS: Has Resale Prospectus of 2.2M Ordinary Shares --------------------------------------------------------------- Rosetta Genomics Ltd. filed a Form F-1 registration statement with the Securities and Exchange Commission relating to the resale, from time to time, by Sabby Volatility Warrant Master Fund, Ltd., Sabby Healthcare Master Fund, Ltd., Noam Rubinstein, et al., of up to 2,173,912 of the Company's ordinary shares issuable upon conversion of convertible debentures and up to 2,315,216 of the Rosetta's ordinary shares issuable upon exercise of warrants issued to the selling stockholders in connection with a private placement under a Securities Purchase Agreement entered into on Sept. 28, 2017. The Company's ordinary shares are currently listed on the NASDAQ Capital Market under the symbol "ROSG." On Oct. 13, 2017, the last reported sale price of the Company's ordinary shares was $1.05 per share. The Company will not receive any proceeds from the sale of any ordinary shares by the selling stockholders. A full-text copy of the prospectus is available for free at: https://is.gd/I8p1bf About Rosetta Genomics Based in Rehovot, Israel, Rosetta Genomics Ltd. is seeking to develop and commercialize new diagnostic tests based on a recently discovered group of genes known as microRNAs. MicroRNAs are naturally expressed, or produced, using instructions encoded in DNA and are believed to play an important role in normal function and in various pathologies. The Company has established a CLIA-certified laboratory in Philadelphia, which enables the Company to develop, validate and commercialize its own diagnostic tests applying its microRNA technology. Rosetta Genomics reported a net loss of US$16.23 million on US$9.23 million of total revenues for the year ended Dec. 31, 2016, compared to a net loss of US$17.34 million on US$8.26 million of total revenues for the year ended Dec. 31, 2015. As of Dec. 31, 2016, Rosetta had US$11.96 million in total assets, US$7.54 million in total liabilities and $4.41 million in total shareholders' equity. As of June 30, 2017, Rosetta had US$6.20 million in total assets, US$5.11 million in total liabilities and US$1.09 million in total shareholders' equity. Kost Forer Gabby & Kasierer, a member of Ernst & Young Global, in Tel-Aviv, Israel, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has recurring losses from operations and has limited liquidity resources that raise substantial doubt about its ability to continue as a going concern. ROYAL FLUSH: Full Payment for Unsecureds with No Interest in 7 Yrs. ------------------------------------------------------------------- Royal Flush, Inc., filed with the U.S. Bankruptcy Court for the Western District of Pennsylvania a third amended disclosure statement to accompany its third amended plan dated Oct. 10, 2017. The latest plan provides that holders of Allowed General Unsecured Claims in Class 8 will be paid the full amount of their claim, without interest, over seven years. The Plan breaks this class into two subclasses. Small Claims less than $2,500 and claims that exceed $2,500. Holders of Allowed Small Claims will be paid in full in 12 monthly installments with the first payment due on the Effective Date and then every month thereafter for the next 11 months beginning on the 15th day of the month immediately following the month in which the Effective Date occurs. On an April 21 report by the Troubled Company Reporter, under the Debtor's plan, Class 10 general unsecured creditors with claims in excess of $2,500 would be paid in full over seven years without interest. Holders of small claims of less than $2,500 would be paid over 12 months following the effective date of the plan. A copy of the Third Amended Disclosure Statement is available at: http://bankrupt.com/misc/pawb16-23458-298.pdf About Royal Flush Headquartered in Spring Church, Pennsylvania, Royal Flush, Inc., filed for Chapter 11 bankruptcy protection (Bankr. W.D. Pa. Case No. 16-23458) on Sept. 15, 2016, estimating its assets and liabilities at between $1 million and $10 million each. The petition was signed by Carol A. Swank, secretary/treasurer. Judge Jeffery A. Deller presides over the case. Donald R. Calaiaro, Esq., at Calaiaro Valencik serves as the Debtor's bankruptcy counsel. The Debtor hired C&H Accounting, LLC as its accountant. Andrew R. Vara, Acting U.S. Trustee for Region 3, on Oct. 20, 2016, appointed five creditors of Royal Flush, Inc., to serve on the official committee of unsecured creditors. The committee is represented by Leech Tishman Fuscaldo & Lampl, LLC. RUBY TUESDAY: Incurs $9.84 Million Net Loss in First Quarter ------------------------------------------------------------ Ruby Tuesday, Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss of $9.84 million on $217.30 million of total revenue for the 13 weeks ended Sept. 5, 2017, compared to a net loss of $39.69 million on $256.65 million of total revenue for the 13 weeks ended Aug. 30, 2016. The decrease in revenue was due to a net reduction of seven Company-owned restaurants as compared to the end of the first quarter of the prior fiscal year and a same-restaurant sales decline of 5.8% at Company-owned restaurants. Year-over-year guest counts fell 9.4% while average check amount rose 3.6%. The reduction in guest counts reflects ongoing weakness within the casual dining industry, a preponderance of competitive discounting, and the Company's decision to run one fewer promotional window and reduce coupon placement. The increase in average check was due to the expanded Garden Bar, coupled with menu pricing and less aggressive discounting. Restaurant level margin held steady at $35.5 million compared to $35.6 million in the first quarter of the prior fiscal year. As a percentage of restaurant sales and operating revenue, restaurant level margin increased 250 basis points to 16.4% from 13.9%. The increase in margin rate was primarily driven by improvement in cost of goods sold and other restaurant operating costs. General and administrative expenses decreased to $13.9 million from $16.1 million in the first quarter of the prior fiscal year. As a percentage of total revenue, G&A expenses increased 10 basis points to 6.4% from 6.3%. The increase in G&A margin rate was due to the deleveraging of on negative same restaurant sales. As of Sept. 5, 2017, Ruby Tuesday had $701.02 million in total assets, $403.12 million in total liabilities and $297.89 million in total shareholders' equity. As part of the Asset Rationalization Plan, Ruby Tuesday is in the process of selling 14 properties with expected net proceeds of $19.4 million or approximately $1.4 million per location. As of Sept. 5, 2017, the Company completed sales for 20 properties that closed as a result of the Asset Rationalization Plan and received $28.8 million in net proceeds, including $8.7 million of proceeds related to the sale of seven properties during the first quarter at an average per unit of $1.2 million. The Company has also settled 37 of the 61 leased properties closed as a result of the Asset Rationalization Plan for approximately $8.6 million. The Company ended the fiscal 2018 first quarter with cash and cash equivalents totaling $48.1 million and debt of $213.6 million. A full-text copy of the Form 10-Q is available for free at: https://is.gd/5P6I18 About Ruby Tuesday Ruby Tuesday, Inc. (NYSE:RT) -- http://www.rubytuesday.com/-- owns and franchises Ruby Tuesday brand restaurants. As of Sept. 5, 2017, there were 599 Ruby Tuesday restaurants in 41 states, 14 foreign countries, and Guam. Of those restaurants, the Company owned and operated 541 Ruby Tuesday restaurants and franchised 58 Ruby Tuesday restaurants, comprised of 17 domestic and 41 international restaurants. The Company's Company-owned and operated restaurants are concentrated primarily in the Southeast, Northeast, Mid-Atlantic, and Midwest of the United States, which the Company considers to be its core markets. Ruby Tuesday reported a net loss of $106.1 million on $951.97 million of total revenue for the year ended June 6, 2017, compared to a net loss of $50.68 million on $1.09 billion of total revenue for the year ended May 31, 2016. As of Sept. 5, 2017, Ruby Tuesday had $701.02 million in total assets, $403.12 million in total liabilities and $297.9 million in total shareholders' equity. * * * In April 2017, S&P Global Ratings lowered its corporate credit rating on Ruby Tuesday Inc. to 'CCC+' from 'B-'. The outlook is negative. "The downgrade reflects our view of uncertainty regarding the company's ability to meaningfully improve earnings growth that can support what we currently see as an unsustainable capital structure. While liquidity is also tightening, we do not currently envision a specific default scenario in the next 12 months, as the company does not face any significant debt maturities within the next year," said credit analyst Mathew Christy. RUBY TUESDAY: Will be Acquired By NRD Capital for $2.40 Per Share ----------------------------------------------------------------- Ruby Tuesday, Inc., signed an agreement to be acquired by a fund managed by NRD Capital, an Atlanta-based private equity firm that specializes in franchised and multi-location business investments. Under the terms of the agreement, NRD will acquire all of Ruby Tuesday's common stock for $2.40 per share in cash and will assume or retire all debt obligations for a total enterprise value of approximately $335 million, excluding transaction expense. The purchase price represents a premium of approximately 37% over Ruby Tuesday's closing share price on March 13, 2017, the day before the Company announced its intention to explore strategic alternatives, and a premium of approximately 21% over Ruby Tuesday's closing share price on Oct. 13, 2017. "The Board of Directors and our advisors have thoroughly evaluated all options available to the Company and are confident that this agreement will provide the most promising opportunity to realize the highest value for our stockholders while providing the best path forward for the Ruby Tuesday brand, its employees, franchisees, and loyal customers," said Stephen Sadove, Non-executive Chairman of Ruby Tuesday. "NRD Capital has a distinguished track record of achieving and maintaining profitable growth for restaurant concepts and will be an excellent partner to lead Ruby Tuesday going forward." The transaction has been unanimously approved by Ruby Tuesday's Board of Directors and NRD and is subject to shareholder approval and other customary closing conditions. The acquisition is expected to be completed during the first calendar quarter of 2018. UBS Investment Bank is serving as financial advisor to Ruby Tuesday and provided a fairness opinion to the Ruby Tuesday Board of Directors. "Our focus at NRD is investing in quality restaurant companies and providing strategic and operational expertise to create sustainable value. With a well-established brand, differentiated from other casual dining restaurants by its Garden Bar, we see significant opportunities to drive value for Ruby Tuesday," said Aziz Hashim, founder of NRD. "We are excited to be part of the Company's next chapter. As a private company, we will be able to take a long-term view on Ruby Tuesday, allowing us to make an investments in people, product, and customer experience, without public company constraints. This approach will enable us to reward everyone involved in our success, in addition to our investors." Davis Polk is serving as legal advisor to Ruby Tuesday. Cheng Cohen is serving as legal advisor to NRD and Arlington Capital Advisors is serving as financial advisor to NRD. A full-text copy of the Agreement and Plan of Merger is available for free at https://is.gd/vcyDbQ About Ruby Tuesday Ruby Tuesday, Inc. (NYSE:RT) -- http://www.rubytuesday.com/-- owns and franchises Ruby Tuesday brand restaurants. As of Sept. 5, 2017, there were 599 Ruby Tuesday restaurants in 41 states, 14 foreign countries, and Guam. Of those restaurants, the Company owned and operated 541 Ruby Tuesday restaurants and franchised 58 Ruby Tuesday restaurants, comprised of 17 domestic and 41 international restaurants. The Company's Company-owned and operated restaurants are concentrated primarily in the Southeast, Northeast, Mid-Atlantic, and Midwest of the United States, which the Company considers to be its core markets. Ruby Tuesday reported a net loss of $106.14 million on $951.97 million of total revenue for the year ended June 6, 2017, compared to a net loss of $50.68 million on $1.09 billion of total revenue for the year ended May 31, 2016. As of Sept. 5, 2017, Ruby Tuesday had $701.02 million in total assets, $403.12 million in total liabilities and $297.89 million in total shareholders' equity. * * * In April 2017, S&P Global Ratings lowered its corporate credit rating on Ruby Tuesday Inc. to 'CCC+' from 'B-'. The outlook is negative. "The downgrade reflects our view of uncertainty regarding the company's ability to meaningfully improve earnings growth that can support what we currently see as an unsustainable capital structure. While liquidity is also tightening, we do not currently envision a specific default scenario in the next 12 months, as the company does not face any significant debt maturities within the next year," said credit analyst Mathew Christy. SAN LUIS REGIONAL: S&P Cuts Sr. Lien Revenue Bond Rating to 'D' --------------------------------------------------------------- S&P Global Ratings lowered its rating to 'D' from 'BB-' on the San Luis Facility Development Corporation, Ariz.'s senior lien taxable refunding revenue bonds, issued for the San Luis Regional Detention Center. "The downgrade to a default status reflects our view of the corporation's decision to modify the bond security provisions, which alter the flow of funds and subordinate principal payment set-asides through December 2018," said S&P Global Ratings credit analyst Jenny Poree. "The new terms materially degrade bondholders' position within the waterfall and, in our opinion, provide investors with less value compared to the original terms of the bond. Overall, we regard the restructuring of the flow of funds and failing to set-aside principal payments as a distressed exchange offer, which is tantamount to a default per our criteria," Ms. Poree added. While the issuer has honored interest and principal payments to date, it has failed to make principal set-asides since April 2017. S&P said, "We expect to raise the rating on San Luis Facility Development Corporation's bonds in the near future to reflect the revised flow of funds under the forbearance agreement and the bonds overall facility credit fundamentals. We believe the corporation's contract provisions and cash flow are weak and the near term non-payment risk is significant without favorable business conditions." SCHANTZ MFG: Taps Carmody MacDonald as Legal Counsel ---------------------------------------------------- Schantz Mfg., Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Illinois to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to employ Carmody MacDonald P.C. to, among other things, give legal advice regarding its duties under the Bankruptcy Code; negotiate with creditors; assist in the investigation of its financial condition; and give advice regarding any potential sale of its assets. The firm's hourly rates range from $295 to $385 for partners and from $240 to $265 for associates. Paralegals and law clerks charge $125 per hour. Carmody is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Spencer P. Desai, Esq. 120 S. Central Avenue, Suite 1800 St. Louis, MO 63105 Tel: (314) 854-8600 Fax: (314) 854-8660 Email: spd@carmodymacdonald.com About Schantz Mfg. and Schantz Holdings Schantz Mfg -- http://www.schantzmfg.com/-- is a privately held company in Highland, Illinois that is engaged in the manufacturing of customized trailers. Schantz designs its trailers in a computer 3-D environment. Some of the ergonomic features of the trailers include retractable wheels, high capacity air conditioning and roof-mounted ice makers. Schantz was founded by Socrates Schantz 60 years ago. Schantz Mfg., Inc., and its parent, Schantz Holdings, Inc., filed Chapter 11 petitions (Bankr. S.D. Ill. Case Nos. 17-31471 and 17-31472) on Sept. 27, 2017. The petitions were signed by Mike Schantz, president of Schantz Mfg., Inc. At the time of filing, Schantz Mfg. estimated less than $50,000 in assets and $1 million to $10 million in debt, while Schantz Holdings estimated less than $1 million in assets and $1 million to $10 million in debt. The cases are assigned to Judge Laura K. Grandy. SCI DIRECT: Has Final OK to Obtain $250K Financing, Use Cash ------------------------------------------------------------ The Hon. Russ Kendig of the U.S. Bankruptcy Court for the Northern District of Ohio inked his approval on a Stipulation and Final Order authorizing SCI Direct, LLC, and its debtor-affiliates to use cash collateral on a final basis. The Debtors are authorized and directed to pay all interest, fees and other amounts that may be required or necessary for the Debtors' performance under the terms of the Final Order or the DIP Agreement. The Debtors acknowledge that, prior to the commencement of their Chapter 11 cases, Nancy Suarez, an insider and Benjamin D. Suarez's wife, made loans and advances to the Debtors, pursuant to the terms certain loan agreements and promissory notes, and that Mrs. Suarez holds prepetition claims in excess of $20,496,359. Mrs. Suarez has agreed to provide post-petition financing to the Debtors in exchange for superpriority administrative expense claims and consents to the Debtors' use of cash collateral. Accordingly, the Debtors are also authorized to obtain the DIP Financing from Mrs. Suarez in an aggregate amount up to $250,000 on a final basis under the terms of the DIP Agreement, with an interest rate equal to 5% per annum, which will be due and payable in full on the earlier of: (a) the date upon which a Plan of the Debtors is consummated, (b) the date a sale of the Debtors' assets closes; (c) the occurrence of an event of default under the DIP Agreement, and failure to timely cure the same or (iv) the effective date of termination of the obligations. Mrs. Suarez is granted an allowed superpriority administrative expense claim, having priority in right of payment over any and all other obligations, liabilities and indebtedness of the Debtors, which is limited to an amount equal to the aggregate amount of borrowings of the Debtors. Mrs. Suarez is also granted valid and perfected senior and first priority priming security interests in and liens on all property and interests in the pre-petition and post-petition property of the Debtors, including all proceeds thereof or other interests to secure any and all obligations under the DIP Agreement. The superpriority claims and DIP Liens, however, will be subject and subordinate to a carve-out consisting of: (a) up to $80,000 for Anthony J. DeGirolamo, counsel to the Debtors, plus up to $20,000 in the aggregate as a backstop carve-out to the extent such fees cannot be paid through unencumbered collateral; (b) up to $50,000 for the Phillips Organization, financial advisor of the Debtors, plus up to $40,000 in the aggregate as a Backstop Carve-Out; (c) up to $65,000 in the aggregate for the allowed fees and expenses of counsel and any other professionals of the Committee plus up to $30,000 in the aggregate as a Backstop Carve-Out; and (d) for payment of the U.S. Trustee's fees under 28 U.S.C. Section 1930 notwithstanding the amounts set forth in the budget. A full-text copy of the Stipulation and Final Order, dated October 12, 2017, is available at https://is.gd/2LU3oS Nancy Suarez is represented by: Marc B. Merklin, Esq. Bridget A. Franklin, Esq. Brouse McDowell 388 S. Main St., Ste. 500 Akron, Ohio 44311 Telephone: (330) 535-5711 Facsimile: (330) 253-8601 E-mail: mmerklin@brouse.com The Committee is represented by: Scott N. Opincar, Esq. Maria G. Carr, Esq. McDonald Hopkins LLC 600 Superior Ave., E., Ste. 2100 Cleveland, Ohio 44114 Telephone: (216) 348-5753 Facsimile: (216) 348-5474 E-mail: sopincar@mcdonaldhopkins.com mcarr@mcdonaldhopkins.com The Office of the U.S. Trustee can be reached through: Scott R. Belhorn, Esq. U.S. Department of Justice Office of the United States Trustee Howard Metzenbaum Courthouse 201 Superior Avenue E, Suite 441 Cleveland, Ohio 44114 Telephone: 216-522-7800 ext. 250 Facsimile: 216-522-7193 Email: scott.r.belhorn@usdoj.gov About Suarez Corporation Suarez Corporation Industries -- http://www.suarez.com/-- is a direct marketing company currently offering hundreds of diversified products around the world. From heaters, food services, jewelry, body and skin care, collectible coins, and health products, SCI continues to lead the way through product innovation and multi-channel marketing. The Company offers services through mail, phone and internet, television, newspaper, and magazines. The company started in business in 1968 when Benjamin Suarez started a small business from his home which eventually became Suarez Corporation Industries. Suarez Corporation Industries is an operating entity involved in direct marketing products to consumers, and Retail Partner Enterprises, LLC, markets the same products on a wholesale basis to retail stores. SCI Direct, LLC, holds certain patents, trademarks, and other intellectual property used by Suarez Corporation Industries, and Retail Partner Enterprises, LLC. The entities are owned by Suarez Enterprises Holding Company. Each of SCI Direct LLC, Suarez Corporation Industries, and two affiliates filed separate voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. N.D. Ohio Case Nos. 17-61735 to 17-61738) on Aug. 7, 2017. The cases are jointly administered before the Honorable Russ Kendig under SCI Direct's Case No. 17-61735. Anthony J. DeGirolamo serves as the Debtors' bankruptcy counsel. The Phillips Organization is the Debtors' accountant. Craig T. Conley, Esq., is special counsel. Kurtzman Carson Consultants LLC is the claims and noticing agent. Daniel M. McDermott, U.S. Trustee Region 9, has appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of SCI Direct, LLC, and its debtor affiliates. The Committee tapped McDonald Hopkins LLC to represent them as bankruptcy counsel. SEARS HOLDINGS: Bruce Berkowitz Quits as Director ------------------------------------------------- Bruce R. Berkowitz, a director of Sears Holdings Corporation, notified the Company of his decision to step down from the Board of Directors of the Company, effective Oct. 31, 2017. The Company said Mr. Berkowitz's decision was not the result of any disagreement with the Company on matters related to the Company's operations, policies or practices. About Sears Holdings Sears Holdings Corporation (NASDAQ: SHLD) -- http://www.searsholdings.com/-- is an integrated retailer focused on seamlessly connecting the digital and physical shopping experiences to serve members. Sears Holdings is home to Shop Your Waytm, a social shopping platform offering members rewards for shopping at Sears and Kmart as well as with other retail partners across categories important to them. The Company operates through its subsidiaries, including Sears, Roebuck and Co. and Kmart Corporation, with more than 2,000 full-line and specialty retail stores in the United States and Canada. Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on Jan. 22, 2002. Kmart emerged from chapter 11 protection on May 6, 2003, pursuant to the terms of an Amended Joint Plan of Reorganization. Skadden, Arps, Slate, Meagher & Flom, LLP, represented Kmart in its restructuring efforts. Its balance sheet showed $16,287,000,000 in assets and $10,348,000,000 in debts when it sought chapter 11 protection. Kmart bought Sears, Roebuck & Co., for $11 billion to create the third-largest U.S. retailer, behind Wal-Mart and Target, and generate $55 billion in annual revenues. Kmart completed its merger with Sears on March 24, 2005. Sears Holdings reported a net loss of $2.22 billion on $22.13 billion of revenues for the fiscal year 2016, compared to a net loss of $1.12 billion on $25.14 billion of revenues for the fiscal year 2015. As of July 31, 2017, Sears Holdings had $8.35 billion in total assets, $12 billion in total liabilities and a total deficit of $3.65 billion. * * * In January 2017, Fitch Ratings affirmed the Long-term Issuer Default Ratings (IDR) on Sears Holdings and its various subsidiary entities (collectively, Sears) at 'CC'. In December 2016, that S&P Global Ratings affirmed its ratings, including the 'CCC+' corporate credit rating, on Sears Holdings Corp. "We revised our assessment of Sears' liquidity to less than adequate from adequate based on the impact of continued and meaningful cash use and constraints on contractually committed liquidity from cash use and incremental secured funded borrowings," said credit analyst Robert Schulz. "We do not incorporate any significant prospective asset sales or execution of strategic alternatives for legacy hardline brands into our assessment of committed liquidity." In January 2017, Moody's Investors Service downgraded Sears Holdings' corporate family rating to 'Caa2' from 'Caa1'. Moody's said Sears' 'Caa2' rating reflects the company's sizable operating losses - Domestic Adjusted EBITDA was a loss of $884 million in the latest 12 month period. SEARS HOLDINGS: Seven Directors Elected by Stockholders ------------------------------------------------------- Sears Holdings Corporation held its annual meeting of stockholders on May 10, 2017, at which the Company's stockholders: (a) elected Bruce R. Berkowitz, Paul G. DePodesta, Kunal S. Kamlani, William C. Kunkler, III, Edward S. Lampert, Ann N. Reese and Thomas J. Tisch to the Board of Directors for a one-year term expiring at the 2018 annual meeting of stockholders and until their successors are elected and qualified; (b) approved, by an advisory vote, the compensation of the Company's named executive officers; (c) approved, by an advisory vote, a yearly frequency of the advisory vote regarding the compensation of the Company's named executive officers; and (d) ratified the Audit Committee's appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2017. Based on these results, the Company will continue to hold an annual advisory vote on the compensation of the named executive officers until the next required vote on the frequency of stockholder votes on the compensation of executives. About Sears Holdings Sears Holdings Corporation (NASDAQ: SHLD) -- http://www.searsholdings.com/-- is an integrated retailer focused on seamlessly connecting the digital and physical shopping experiences to serve members. Sears Holdings is home to Shop Your Waytm, a social shopping platform offering members rewards for shopping at Sears and Kmart as well as with other retail partners across categories important to them. The Company operates through its subsidiaries, including Sears, Roebuck and Co. and Kmart Corporation, with more than 2,000 full-line and specialty retail stores in the United States and Canada. Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on Jan. 22, 2002. Kmart emerged from chapter 11 protection on May 6, 2003, pursuant to the terms of an Amended Joint Plan of Reorganization. Skadden, Arps, Slate, Meagher & Flom, LLP, represented Kmart in its restructuring efforts. Its balance sheet showed $16,287,000,000 in assets and $10,348,000,000 in debts when it sought chapter 11 protection. Kmart bought Sears, Roebuck & Co., for $11 billion to create the third-largest U.S. retailer, behind Wal-Mart and Target, and generate $55 billion in annual revenues. Kmart completed its merger with Sears on March 24, 2005. Sears Holdings reported a net loss of $2.22 billion on $22.13 billion of revenues for the fiscal year 2016, compared to a net loss of $1.12 billion on $25.14 billion of revenues for the fiscal year 2015. As of July 31, 2017, Sears Holdings had $8.35 billion in total assets, $12 billion in total liabilities and a total deficit of $3.65 billion. * * * In January 2017, Fitch Ratings affirmed the Long-term Issuer Default Ratings (IDR) on Sears Holdings and its various subsidiary entities (collectively, Sears) at 'CC'. In December 2016, that S&P Global Ratings affirmed its ratings, including the 'CCC+' corporate credit rating, on Sears Holdings Corp. "We revised our assessment of Sears' liquidity to less than adequate from adequate based on the impact of continued and meaningful cash use and constraints on contractually committed liquidity from cash use and incremental secured funded borrowings," said credit analyst Robert Schulz. "We do not incorporate any significant prospective asset sales or execution of strategic alternatives for legacy hardline brands into our assessment of committed liquidity." In January 2017, Moody's Investors Service downgraded Sears Holdings' corporate family rating to 'Caa2' from 'Caa1'. Moody's said Sears' 'Caa2' rating reflects the company's sizable operating losses - Domestic Adjusted EBITDA was a loss of $884 million in the latest 12 month period. SERENITY HOMECARE: Affiliate Taps Keller Williams as Broker ----------------------------------------------------------- Cupples Holdings LLC, an affiliate of Serenity Homecare LLC, seeks approval from the U.S. Bankruptcy Court for the Western District of Louisiana to hire a real estate broker. Cupples Holdings proposes to employ Keller Williams Commercial Cenla in connection with the sale of its properties in Alexandria, Opelousas and Marksville, Louisiana. Keller Williams will receive a commission of 6% of the gross sales price for each of the properties if a sale occurs before February 18, 2018, which is the deadline for listing the properties; or if such sale is consummated, 120 days after February 18 if the offer is tendered to the Debtor in writing during the term of the contract. Daniel Ahrens, the real estate agent designated by Keller Williams to provide the services, disclosed in a court filing that he is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Keller Williams can be reached through: Daniel Ahrens Keller Williams Commercial Cenla 3600 Jackson Street, Suite 123 Alexandria, LA 71303 Phone: (318)619-7796 About Serenity Homecare Serenity Homecare, LLC, is a home health care service provider in Alexandria, Louisiana. Serenity Homecare and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. La. Lead Case No. 17-80881) on Aug. 22, 2017. Thomas E. Cupples, II, its member and manager, signed the petitions. Judge John W. Kolwe presides over the cases. Each of Serenity Homecare, Antigua Investments, Central Louisiana Home, Cupples Holdings, Hospice Care of Avoyelles, Quality Home Health I and Quality Home Health estimated under $50,000 in assets. Serenity Homecare and Cupples Holdings estimated under $1 million in liabilities. Antigua Investments estimated $1 million to $10 million in liabilities. Central Louisiana Home, Hospice Care of Avoyelles and Quality Home Health I estimated under $500,000 in liabilities. Quality Home Health estimated under $100,000 in liabilities. The Debtors tapped Gold, Weems, Bruser, Sues & Rundell, in Alexandria, Louisiana, as counsel. SHREE SWAMINARAYAN: Hires Joyce W. Lindauer as Bankr. Counsel ------------------------------------------------------------- Shree Swaminarayan Satsang Mandal, Inc., seeks approval from the U.S. Bankruptcy Court for the Eastern District of Texas, Sherman Division, to hire Joyce W. Lindauer Attorney, PLLC as counsel to effectuate a reorganization, propose a Plan of Reorganization, and effectively move forward in its bankruptcy proceeding. Joyce W. Lindauer has been paid a $10,000 retainer, which included the filing fee of $1,717 in connection with this proceeding. Standard hourly rates for the Counsel are: Joyce W. Lindauer $395.00 Sarah M. Cox, Contract Attorney $225.00 Jamie N. Kirk, Contract Attorney $195.00 Jeffery M. Veteto, Contract Attorney $185.00 Dian Gwinnup, Paralegal $125.00 Joyce W. Lindauer assures the Court that she and each member of the Firm and contract attorney are presently disinterested persons as defined in Section 101(14) of the Bankruptcy Code. The Counsel can be reached through: Joyce W. Lindauer, Esq. Sarah M. Cox, Esq. Jamie N. Kirk, Esq. Jeffery M. Veteto, Esq. Joyce W. Lindauer Attorney, PLLC 12720 Hillcrest Road, Suite 625 Dallas, TX 75230 Tel: (972) 503-4033 Fax: (972) 503-4034 About Shree Swaminarayan Satsang Mandal Shree Swaminarayan Satsang Mandal filed a Chapter 11 petition (Bankr. E.D. Tex. Case No. 17-42100) on September 26, 2017. At the time of filing, the Debtor estimated less than $1 million both in assets and liabilities. The Debtor is represented by Joyce W. Lindauer, Esq. SINDESMOS HELLINIKES: Wants Plan Filing Deadline Moved to Oct. 31 ----------------------------------------------------------------- Sindesmos Hellinikes-Kinotitos of Chicago and debtor affiliates ask the U.S. Bankruptcy Court for the Northern District of Illinois to extend the deadline to file an amended plan of reorganization and disclosure statement to and including Oct.31, 2017, from Oct. 10, 2017. One of the significant assets owed by the Debtor is the property commonly known as 1085 Lake Cook Road, Deerfield, Illinois. The Deerfield Property was previously occupied by the Hellenic American Academy Foundation, NP, and has been the subject-matter of most of the litigation in this case. On Sept. 1, 2016, the Debtor obtained Court approval for the sale of the Deerfield Property to Gilbane Development Company for $5.4 million. Because of various zoning and use restriction issues with the City of Deerfield and the surrounding neighbors, Gilbane has withdrawn its offer pursuant to certain provisions of the Purchase Agreement approved by the Court. However, Gilbane has indicated that it is contemplating submitting a new "stalking horse" contract for the sale of the Deerfield Property. The Debtor anticipate that it will be submitting this contract for the Court's approval, subject to higher offers, as well as bidding instructions, within the next two weeks. Because the sale of the Deerfield Property is an integral part of any plan of reorganization, the Debtor requests an extension to file its Amended Plan and Disclosure Statement to an including Oct. 31, so that it can base its Amended Plan and financial projections on the proceeds which the Debtor anticipates it will receive from the sale of the Deerfield Property. As reported by the Troubled Company Reporter on April 21, 2017, the Debtor previously asked the Court to extend the deadline for the Debtor to file a plan of reorganization and disclosure statement from April 7, 2017, to and including May 12, 2017. The Debtor asserted that it was in settlement negotiations with Hellenic-American Academy Foundation, NFP, with respect to certain monetary claims which each party has asserted against the other, as well as other outstanding disputes. Resolution of these claims would have had a significant impact on any plan and disclosure statement proposed by the Debtor and may, in fact, have rendered further bankruptcy relief unnecessary. Negotiations had appeared to have broken down, but the parties are now continuing to discuss a possible resolution to the matter. As a result, the Debtor requests additional time to negotiate a settlement and/or finalize a Plan and Disclosure Statement. About Holy Trinity Sindesmos Hellinikes-Kinotitos of Chicago, aka Holy Trinity Helennic Orthodox Church, aka Holy Trinity Orthodox Church of Chicago, is an Illinois religious corporation which for more than 100 years has operated a Greek Orthodox Church currently located at 6041 W. Diversey Avenue, Chicago, Illinois 60639, where it conducts its religious services and provides parish activities. The instant case bankruptcy case was filed because of a pending state foreclosure proceeding filed by MB Financial Bank, NA, against the Debtor with respect to the Chicago Property. The Debtor sought Chapter 11 protection (Bankr. N.D. Ill. Case No. 15-22446) on June 29, 2015. Judge Timothy A. Barnes is assigned to the case. The Debtor estimated assets in the range of $o to $50,000 and $100,001 to $500,000 in debt. David R Herzog, Esq., at Herzog & Schwartz, P.C. serves as the Debtor's counsel. Holy Trinity is an Illinois religious corporation which for more than 100 years has operated a Greek Orthodox Church currently located at 6041 W. Diversey Ave., Chicago, Illinois, where it conducts its religious services and provides parish activities. The Chapter 11 case was filed because of a pending state foreclosure proceeding filed by MB Financial Bank, NA ("MB") against the Debtor with respect to the Chicago Property. In 2004, Holy Trinity purchased property at 1085 N. Lake Cook Road, Deerfield, Illinois, for the purpose of relocating its parochial school known as the Socrates Greek-American Elementary School, which was founded in 1908, to the Deerfield Property. SKYLINE EMS: Unsecureds to Recoup 100% Through Monthly Payments --------------------------------------------------------------- Skyline EMS, Inc., filed with the U.S. Bankruptcy Court for the Southern District of Texas a disclosure statement to accompany its proposed plan of reorganization. The plan proposes to pay Class 3 general unsecured claimants 100% via monthly payments during the life of the Debtor's Plan. The Debtor will continue to exist, as Reorganized Debtor, after the Effective Date as a separate entity, with all the powers available to such legal entities, in accordance with applicable law and pursuant to its constituent documents. On or after the Effective Date, the Reorganized Debtor may, within its sole and exclusive discretion, take such action as permitted by applicable law and its constituent documents as it determines is reasonable and appropriate. The operation of the Reorganized Debtor's business and the distributions to be made by the Reorganized Debtor under the Plan will be funded from the operation of the patient transportation services. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/txsb16-70551-40.pdf About Skyline EMS, Inc. Skyline EMS, Inc., is a Texas Corporation based in Alton, Texas which owns significant personal property, ambulances and emergency response medical equipment, necessary to operate its emergency patient transportation business. The Debtor is not a health care provider. Skyline EMS, Inc., filed a chapter 11 petition (Bankr. S.D. Tex. Case No. 16-70551) on Dec. 24, 2016. The petition was signed by Maria Isabel Rodriguez, president and sole owner. The Debtor is represented by Antonio Martinez, Jr., Esq., at the Law Office of Antonio Martinez, Jr., P.C. The Debtor estimated assets and liabilities at $0 to $50,000 at the time of the filing. SPI ENERGY: Director Roger Dejun Ye Resigns ------------------------------------------- Roger Dejun Ye resigned as a director of the board of director of SPI Energy Co., Ltd. effective as of Oct. 9, 2017. "We would like to thank Mr. Roger Ye for his dedication and contributions to the Company and we are grateful for his support and cooperation during his tenure as a valued board member and wish him well in his future endeavors," said Xiaofeng Peng, Chairman and CEO of SPI Energy. About SPI Energy SPI Energy Co., Ltd. -- http://investors.spisolar.com/-- is a global provider of photovoltaic (PV) solutions for business, residential, government and utility customers and investors. SPI Energy focuses on the EPC/BT, storage and O2O PV market including the development, financing, installation, operation and sale of utility-scale and residential PV projects in China, Japan, Europe and North America. The Company operates an online energy e-commerce and investment platform in China, as well as B2B e-commerce platform offering a range of PV and storage products in Australia. The Company has its operating headquarters in Hong Kong and maintains global operations in Asia, Europe, North America and Australia. SPI Energy reported a net loss of $185 million on $191 million of net sales for the year ended Dec. 31, 2015, compared to a net loss of $5.19 million on $91.6 million of net sales for the year ended Dec. 31, 2014. As of June 30, 2016, SPI Energy had $549.4 million in total assets, $415.0 million in total liabilities, and $134.4 million in total stockholders' equity. "[T]he Group has suffered significant losses from operations and has a negative working capital as of December 31, 2015. In addition, the Group has substantial amounts of debts that will become due for repayment in 2016. These factors raise substantial doubt about the Group's ability to continue as a going concern," the Company disclosed in its 2015 Annual Report. "While management believes that the measures in the liquidity plan will be adequate to satisfy its liquidity and cash flow requirements for the twelve months ending December 31, 2016, there is no assurance that the liquidity plan will be successfully implemented. Failure to successfully implement the liquidity plan will have a material adverse effect on the Group's business, results of operations and financial position, and may materially adversely affect its ability to continue as a going concern. The consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded assets or the amounts and classification of liabilities or any other adjustments that might be necessary should the Group be unable to continue as a going concern." SPI ENERGY: Will Sell 320 Million Ordinary Shares for $33.9M ------------------------------------------------------------ SPI Energy Co., Ltd., has entered into share purchase agreements with each of Qian Kun Prosperous Times Investment Limited and Alpha Assai fund SP of Sunrise SPC. The share purchase agreements provide, among other things, that Qian Kun Prosperous Times Investment Limited and Alpha Assai fund SP of Sunrise SPC will purchase 80,000,000 and 240,000,000 ordinary shares of the Company respectively, for a total consideration of US$33,920,000, subject to the terms and conditions of the respective share purchase agreement, including a lock-up for 90 days from the closing date of the contemplated transactions, or such other time or on such other date that is agreed upon in writing by both parties. The consummation of these transactions are also subject to customary closing conditions. About SPI Energy SPI Energy Co., Ltd. -- http://investors.spisolar.com/-- is a global provider of photovoltaic (PV) solutions for business, residential, government and utility customers and investors. SPI Energy focuses on the EPC/BT, storage and O2O PV market including the development, financing, installation, operation and sale of utility-scale and residential PV projects in China, Japan, Europe and North America. The Company operates an online energy e-commerce and investment platform in China, as well as B2B e-commerce platform offering a range of PV and storage products in Australia. The Company has its operating headquarters in Hong Kong and maintains global operations in Asia, Europe, North America and Australia. SPI Energy reported a net loss of $185 million on $191 million of net sales for the year ended Dec. 31, 2015, compared to a net loss of $5.19 million on $91.6 million of net sales for the year ended Dec. 31, 2014. As of June 30, 2016, SPI Energy had $549.4 million in total assets, $415.0 million in total liabilities, and $134.4 million in total stockholders' equity. "[T]he Group has suffered significant losses from operations and has a negative working capital as of December 31, 2015. In addition, the Group has substantial amounts of debts that will become due for repayment in 2016. These factors raise substantial doubt about the Group's ability to continue as a going concern," the Company disclosed in its 2015 Annual Report. "While management believes that the measures in the liquidity plan will be adequate to satisfy its liquidity and cash flow requirements for the twelve months ending Dec. 31, 2016, there is no assurance that the liquidity plan will be successfully implemented. Failure to successfully implement the liquidity plan will have a material adverse effect on the Group's business, results of operations and financial position, and may materially adversely affect its ability to continue as a going concern. The consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded assets or the amounts and classification of liabilities or any other adjustments that might be necessary should the Group be unable to continue as a going concern." SQUARE ONE: Plan Filing Exclusivity Extended Until November 6 ------------------------------------------------------------- Judge Karen S. Jennemann of the U.S. Bankruptcy Court for the Middle District of Florida has extended the exclusivity period for Square One Development, LLC, and Square One Henderson, LLC to file a Plan of Reorganization until November 6, 2017. If a Plan is filed by this date, the Debtor will have continued exclusivity until the first hearing on confirmation of the Plan, the Court said. The Troubled Company Reporter has previously reported that the Debtors sought an extension of the 120-day exclusivity period to a date 150 days from the Petition Date -- through November 7, 2017 -- in order to allow for orderly administration of these estates, and that, if a plan is filed by this date, continued exclusivity until the first hearing on the confirmation of the Plan. The Debtors said that since the Petition Date, they have been diligently administering their cases as debtors-in-possession. To that end, the Debtors have been: (a) soliciting and negotiating with potential buyers of the Debtors' assets; and (b) discussing plan terms with the secured creditors. These actions are moving forward and should be completed in the next 30 days, and the Debtors anticipated filing a plan by November 6. About Square One Development Headquartered in Tampa, Florida, Square One Development, LLC, is a multi-member Florida limited liability company formed on April 6, 2010. It owns a group of 12 related entities including eight gourmet burger restaurants with operations in West Central Florida. Square One Development, LLC, and its affiliates filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Lead Case No. 17-03846) on June 9, 2017. The petitions were signed by William Milner, manager. Square One Winter Park, LLC, an affiliate, estimated its assets and liabilities between $1 million and $10 million. Latham, Shuker, Eden & Beaudine, LLP, is serving as bankruptcy counsel to the Debtor. STEMTECH INTERNATIONAL: Seeks Dec. 15 Plan Exclusivity Extension ----------------------------------------------------------------- Stemtech International, Inc. requests the U.S. Bankruptcy Court for the Southern District of Florida for an extension of the exclusive periods within which only the Debtor may file a plan of reorganization and solicit affirmative votes from impaired classes of claims or interests, for a period of 60 days, through and including December 15, 2017, and February 13, 2018, respectively. In accordance with the Extension Order entered by the Court on September 5, 2017, the Debtor's Exclusive Periods were extended through and including October 16 and December 15, respectively. The Debtor asserts that although its case is not particularly large, the case is somewhat complex considering that the Debtor is a holding company with assets comprising intellectual property, a leasehold interest, and direct and indirect equity interests in several subsidiaries operating both domestically and internationally. Given this fact that the Debtor is a holding company for several operating subsidiaries, the Debtor claims that it needed more time within which to formulate a plan. Moreover, the Debtor asserts that, together with its representatives, they have endeavored to fully cooperate with representatives of the Official Committee of Unsecured Creditors and Opus Bank. Particularly, on July 12, 2017, the Debtor provided the Committee's counsel with plan projections and estimated claims and distributions. On October 11, the Debtor provided Committee counsel with revised plan projections and estimated distributions. As a result of the Parties' efforts, there has been no formal discovery conducted in this Case. Thus, the Parties have avoided time consuming and costly discovery. The Debtor and its representatives are hopeful that the Committee will engage in negotiations regarding a plan of reorganization. As such, the Debtor requires additional time to formulate a plan, and to afford the Debtor and the Committee sufficient time to negotiate a plan of reorganization. Additionally, the Debtor claims that its representatives have been engaged in cost cutting measures in an effort to improve profitability. These cost cutting efforts have included, but have not been limited to, closing approximately 13 unprofitable subsidiaries, headcount reductions and negotiations with the Debtor's landlord in order to modify the Debtor's leasehold interest. These efforts and others have resulted in material cost reductions. About Stemtech International Stemtech International, Inc., is a holding company with assets comprising intellectual property, a leasehold interest, and direct and indirect equity interests in several subsidiaries operating both domestically and internationally. It filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 17-11380) on Feb. 2, 2017, estimating $1 million to $10 million in assets and liabilities. The petition was signed by Ray C. Carter, its chief executive officer. The Hon. Raymond B. Ray presides over the case. The Debtor tapped Seese, P.A., as counsel; and GlassRatner Advisory & Capital Group, LLC, as its financial advisor. Guy Gebhardt, acting U.S. Trustee for Region 21, on Feb. 22, 2017, appointed three creditors of Stemtech International, Inc., to serve on the official committee of unsecured creditors. The committee members are (1) Wilhelm Keller; (2) Greg Newman; and (3) Andrew P. Leonard. The Committee retained Paul Steven Singerman, Esq., at Berger Singerman LLP as counsel. SULLIVAN VINEYARDS: Trustee Taps Thomas Eddy as Consultant ---------------------------------------------------------- The Chapter 11 trustee for Sullivan Vineyards Corp. and Sullivan Vineyards Partnership seeks approval from the U.S. Bankruptcy Court for the Northern District of California to hire a consultant. In his application, Timothy Hoffman proposes to employ Thomas Eddy to, among other things, evaluate the condition of the Debtor's Napa Valley winery and review the winery's sales and marketing efforts. Mr. Eddy will charge an hourly fee of $300. In the same filing, the trustee also seeks court approval to pay the consultant up to $5,000 on an interim basis, subject to final approval after notice to creditors. Mr. Eddy is "disinterested" as defined in section 101(14) of the Bankruptcy Code, according to the filing. 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 Judge Roger L. Efremsky. The Debtors are represented by Steven M. Olson, Esq., at the Law Office of Steven M. Olson. Timothy W. Hoffman was appointed as Chapter 11 trustee for the Debtors. The trustee hired Duane Morris LLP as his bankruptcy counsel and Kokjer Pierotti Maiocco & Duck LLP, as his accountant. SUNIVA INC: May Obtain $3M Additional Financing From Lion, SQN -------------------------------------------------------------- Matt Chiappardi, writing for Bankruptcy Law360, reports that the Hon. Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware has allowed Suniva Inc. to take on roughly $3 million in additional post-petition financing from Lion Point Capital LP and SQN Asset Servicing LLC. According to Law360, the Debtor said the loan was needed to keep up the Debtor's unusual restructuring efforts that hinge on prosecuting an import relief case before the U.S. International Trade Commission. About Suniva, Inc. Founded in 2007 by Dr. Ajeet Rohatgi, Suniva, Inc. -- http://www.suniva.com/-- is a manufacturer of PV solar cells with manufacturing facilities at its metro-Atlanta, Georgia headquarters as well as in Saginaw, Michigan. Impacted by Chinese manufacturers who are able to flood the U.S. market for solar cells and modules with cheap imports, Suniva, Inc., filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 17-10837) on April 7, 2017. The Hon. Kevin Gross is the case judge. Kilpatrick, Townsend & Stockton LLP is serving as general counsel to the Debtor. Potter Anderson & Corroon LLP is serving as Delaware counsel, with the engagement led by Stephen R. McNeill, Jeremy William Ryan. Garden City Group, LLC, is the claims and noticing agent. Suniva estimated $10 million to $50 million in assets and $100 million to $500 million in debt. Andrew R. Vara, Acting U.S. Trustee for Region 3, on April 27, 2017, appointed five creditors of Suniva, Inc., to serve on the official committee of unsecured creditors. The Committee tapped Seward & Kissel LLP as counsel, Morris, Nichols, Arsht & Tunnell LLP as co-counsel, and Emerald Capital Advisors as financial advisors. THOMAS NICOL: Hires Broege, Neumann, Fischer & Shaver as Counsel ---------------------------------------------------------------- Thomas Nicol Company, Inc., seeks authority from the U.S. Bankruptcy Court for the District of New Jersey to employ Broege, Neumann, Fischer & Shaver, LLC, to serve as Chapter 11 attorneys for the Debtor. Professional services the firm's Attorneys will render are: a) advise the Debtor as to its duties as a debtor-in- possession under the Bankruptcy Code, including, without limitation, the obligation to open debtor-in-possession bank accounts, file monthly operating reports with the Bankruptcy Court and the office of the United States Trustee, pay quarterly fees to the United States Trustee, maintain adequate insurance on all assets of the bankruptcy estate, pay all postpetition taxes when due and file timely returns therefor, neither hire nor pay any professional without prior authorization of the Bankruptcy Court, neither sell nor dispose of any assets outside the ordinary course of business without prior authorization of the Bankruptcy Court; b) represent the Debtor at the Sec. 341(a) hearing and at any meetings between the Debtor and creditors or creditors committees; c) assist the Debtor in obtaining the authorization of the Bankruptcy Court to retain such accountants, appraisers or other professionals whose services the Debtor may require in connection with the operation of its business or the administration of the Chapter 11 proceedings; d) defend any motions made by secured creditors to enable the Debtor to retain the use of assets needed for an effective reorganization; e) negotiate with priority, secured and unsecured creditors to achieve a consensual resolution of their respective claims and the incorporation of such resolution into a plan of reorganization; f) file and prosecution of motions to expunge or reduce claims which the Debtor disputes; g) represent the Debtor in the Bankruptcy Court at such hearings as may require the Debtor's presence or participation to protect the interest of the Debtor and the bankruptcy estate; h) formulate, negotiate, prepare and file a disclosure statement and plan of reorganization (or liquidation) which conforms to the requirements of the Bankruptcy Code and applicable rules of procedure; i) represent the Debtor at hearings on the approval of the disclosure statement and confirmation of a plan, and responding to any objections to same filed by creditors or other parties in interest; j) assist the Debtor in discharging its obligations in consummating any plan of reorganization which is confirmed; k) advise the Debtor whether and to what extent any of its assets constitute cash collateral under the Bankruptcy Code and prosecuting applications for authorization to use any such assets; and l) provide other varied legal advice and services as may be needed by the Debtor in the operation of its business or in connection with the Chapter 11 proceedings. Hourly rates charged by Broege Neumann are: Timothy P. Neumann $590 Peter J. Broege $590 Associates $275 Paralegals $100 Timothy P. Neumann, Esq. attests that he, his firm, its members, shareholders, partners, associates, officers and/or employees does not hold an adverse interest to the estate; does not represent an adverse interest to the estate; is a disinterested person under 11 U.S.C. Sec. 101(14); and does not represent or hold any interest adverse to the Debtor or the estate with respect to the matter for which she will be retained under 11 U.S.C. Sec. 327(e). The Firm can be reached through: Timothy P. Neumann, Esq. Broege, Neumann, Fischer & Shaver, LLC 25 Abe Voorhees Drive Manasquan, NJ 08736 Tel: (732) 223-8484 Email: tneumann@bnfsbankruptcy.com About Thomas Nicol Company Thomas Nicol Company is a New Jersey corporation presently headed by Tucker Nicol, president. Thomas Nicol's principal assets are located at 1101 Shore Dr Brielle, New Jersey. Thomas Nicol Company filed a Chapter 11 petition (Bankr. D.N.J. Case No. 17-26908) on August 21, 2017. The petition was signed by Tucker B. Nicol, president. The Hon. Christine M. Gravelle presides over the case. Timothy P. Neumann, Esq., at Broege, Neumann, Fischer & Shaver, LLC represents the Debtor as counsel. At the time of filing, the Debtor estimates $1 million to $10 million both in assets and liabilities. TOWN SPORTS: Stockholders Elected Five Directors ------------------------------------------------ At Town Sports International Holdings, Inc.'s annual meeting, the Company's stockholders: (a) elected Martin J. Annese, Jason M. Fish, Thomas J. Galligan III, Patrick Walsh and Spencer L. Wells as directors to serve until the Company's 2018 Annual Meeting of Stockholders and until their successors are duly elected and qualify; (b) ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending Dec. 31, 2017; (c) approved, on a non-binding basis, the compensation paid to the Company's named executive officers; and (d) approved an amendment to the Company's 2006 Stock Incentive Plan (as amended and restated effective April 2, 2015) to increase the number of shares of the Company's common stock available for issuance thereunder. About Town Sports Town Sports International Holdings, Inc. is the owner and operator of fitness clubs in the Northeast and mid-Atlantic regions of the United States and, through its subsidiaries, operated 149 fitness clubs as of June 30, 2017, comprising 102 New York Sports Clubs, 28 Boston Sports Clubs, 11 Washington Sports Clubs (one of which is partly-owned), five Philadelphia Sports Clubs, and three clubs located in Switzerland. These clubs collectively served approximately 549,000 members as of June 30, 2017. Town Sports posted net income of $8.04 million for the year ended Dec. 31, 2016, compared to net income of $21.15 million for the year ended Dec. 31, 2015. As of June 30, 2017, Town Sports had $236.56 million in total assets, $323.52 million in total liabilities and a total stockholders' deficit of $86.96 million. * * * In May 2016, S&P Global Ratings said that it affirmed its corporate credit rating on New York City-based Town Sports International Holdings Inc. at 'CCC+'. The rating outlook is negative. The 'CCC+' corporate credit rating affirmation reflects a highly leveraged capital structure that S&P believes is unsustainable over the long term, the ongoing risk of a conventional default, and the risk of another type of distressed debt restructuring in the future. In May 2017, Moody's Investors Service changed the ratings outlook for the debt of Town Sports International Holdings, Inc., to stable from negative. At the same time, Moody's affirmed the Company's Corporate Family Rating (CFR) and Probability of Default Rating (PDR) at 'Caa2' and 'Caa2-PD', respectively, and its Speculative Grade Liquidity Rating at SGL-3, while also upgrading the company's senior secured credit facilities rating to 'Caa1' from 'Caa2'. Town Sports' Speculative Grade Liquidity Rating is SGL-3. According to Moody's analyst David Berge, "Town Sports has made progress in stabilizing the fee-based portion of its revenue stream, which is an important early step in the company's recovery. The ability to grow its membership base while demonstrating the viability of its pricing strategy in the highly-competitive fitness club sector will be key to future improvement in the company's credit profile." TRAVIS RAGSDALE: H-Damani Buying Dallas Property for $1.2 Million ----------------------------------------------------------------- Travis Wade Ragsdale asks the U.S. Bankruptcy Court for the Northern District of Georgia to authorize the sale of real property consisting of approximately 13.33 acres at the corner of Cedarcrest Road and Seven Hills Connector, Dallas, Georgia, and is also described as Land Lot 533 of the 3rd District, 3rd Section of the Paulding County land record, to H-Damani Investment Group, LLC for $1,150,000. A hearing on the Motion is set for Nov. 7, 2017 at 9:25 a.m. Objections, if any, must be filed at least two business days before the hearing. A critical component to the success of the Debtor's Chapter 11 case is the liquidation and sale of properties to pay debt. The Debtor has a contract to sell the Property to the Buyer for $1,150,000. The earnest money is $100,000. The closing of the sale will occur on Nov. 10, 2017. The Debtor proposes to remit all net proceeds after payment of normal, customary, and necessary realtor commissions, closing costs, and pro-rated taxes, consistent with the Purchase and Sale Agreement to the lienholder, Westside Bank and affiliated loan participants. The Debtor consents to protective language in the Order stipulating that, as a condition precedent of closing the sale on the Property, not less than two business days prior to closing on the sale of the Property, the Debtor will cause the closing attorneys for the proposed sale to deliver to the attorneys for Westside Bank, (i) a survey, (ii) legal description, and (iii) proposed HUD-1 showing payment of normal, customary, and necessary realtor commissions, closing costs, and pro-rated taxes, consistent with the Purchase and Sale Agreement, and the net proceeds to be remitted to Westside Bank. Upon review and approval by Westside Bank, the closing may be finalized, and the closing attorneys will immediately remit all net proceeds from the sale of the Property directly to Westside Bank or its designated counsel. The Debtor anticipates remitting not less than $1,140,000 from sale of the Cedarcrest Property ($1,150,000 minus his approximation of 50% of the customary, actual, reasonable and necessary closing costs for sale of such property). Any shortfall or excess proceeds will be subject to the discretion of Westside or any agreement or terms reached prior to closing. In the absence of an agreement or consent, or in the event Westside Bank does not approve of the legal description or HUD-1, then counsel for the Debtor will coordinate and schedule an expedited hearing on any remaining issues with notice to Westside Bank and the United States Trustee. Further, not more than three business days after the closing of the sale of the Property, the closing attorney or the Debtor will deliver an executed copy of the HUD-1 to the attorneys for Westside Bank. The sale of the Property is integral to the Debtor's Chapter 11 bankruptcy case and to fulfill his obligations under contemplated plan of repayment and reorganization. So long as he continues to own the Property, he is incurring obligations for property taxes, insurance, and maintenance costs. In addition, as landowner, he is subject to potential lawsuits for premises liability on the property. Disposition of the Property will provide needed cash to the estate and reduce the debt obligations owed, thereby permitting the Debtor to restructure the remaining debt obligations due and owing on remaining property. The Debtor has conducted an investigation of the Property and has evaluated his option regarding ongoing operations vs. its sale. As a result thereof, the Debtor believes that the Buyer's offer as set forth herein, in conjunction with the terms of a global agreement that he believes will satisfy his obligations to the bank, represents the best offer and course of action for the estate. Accordingly, the Debtor asks the Court to approve the relief sought. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Travis_Ragsdale_149_Sales.pdf The Purchaser: H-DAMANI INVESTMENT GROUP, LLC 6308 Manassas Pass NW Acworth, GA 30101 E-mail: lizzlopez78@yahoo.com Westside Bank can be reached at: WESTSIDE BANK Bank Attn: Tren Watson, CEO 56 Hiram Drive Hiram, GA 30141 Westside Bank is represented by: MILLER, MARTIN, PLLC 1180 West Peachtree NW, Ste 210 Atlanta, GA 30309 Travis Wade Ragsdale sought Chapter 11 protection (Bankr. N.D. Ga. Case No. 15-40844) on April 14, 2015. TRI STATE TRUCKING: Spartan Mat Blocks Approval of Disclosures -------------------------------------------------------------- Creditor Spartan Mat, LLC, filed with the U.S. Bankruptcy Court for the Middle District of Pennsylvania an objection to Tri State Trucking's disclosure statement dated August 14, 2017. Spartan Mat complains that the Disclosure Statement does not provide adequate information concerning its claim in that it refers only generally and in terms are inconsistent to the claim which, if proven, will have a direct bearing on distributions to all unsecured creditors, including Spartan Mat. The Debtor has indicated it will not agree to arbitration and further that it disputes liability for the claim. Spartan Mat contends that its claim must be determined and should be heard in an arbitration as called for by the parties' contract in order for any unsecured creditor to make an informed decision about the Disclosure Statement and Plan. Thus, the Disclosure Statement should not be approved without including adequate information about the claim of Spartan Mat, LLC and its ultimate determination. The Troubled Company Reporter previously reported that holders of Allowed Class 2 Claims will receive a pro rata distribution of the funds available to be paid from the Plan. Class 2 Claim holders are projected to receive a distribution of approximately 21% unless the Spartan Mat Claim is allowed, which would reduce distributions to approximately 15%. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/pamb15-04444-588.pdf Attorneys for Creditor, Spartan Mat, LLC: Eugene C. Kelley, Esquire (PA56252) Kelley, Polishan & Solfanelli, LLC 259 South Keyser Avenue Old Forge PA 18518 T. 570-562-4520 F. 570-562-4531 E. ekelley@kpwslaw.com About Tri State Trucking Company Tri State Trucking Company operates an over the road logistics company hauling various freight of its customers. It employs approximately 50 people and operates from its headquarters located at 16064 Route 6, Mansfield, Pennsylvania 16933. Tri State filed Chapter 11 bankruptcy petition (Bankr. M.D. Pa. Case No. 15-04444) on Oct. 13, 2015. William E. Robinson signed the petition as president. The Debtor estimated assets in the range of $10 million to $50 million and liabilities of at least $1 million. Mette, Evans, & Woodside represents the Debtor as counsel. Judge John J. Thomas is assigned to the case. The Debtor also hired Robert E. Chernicoff, Esq., at Cunningham Chernicoff & Warshawsky, P.C., as counsel. TUCSON ONE: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------- The Office of the U.S. Trustee on Oct. 17 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Tucson One, LLC. About Tucson One Headquartered in Ventura, California, Tucson One, LLC, is a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 17-11219) on Sept. 22, 2017, estimating its assets and liabilities at between $1 million and $10 million. The petition was signed by Henry Goldman, trustee, as member/manager. Judge Brenda Moody Whinery presides over the case. Jeffrey M. Neff, Esq., at Neff & Boyer, P.C., serves as the Debtor's bankruptcy counsel. UPPER CUTS: Taps Richard B. Rosenblatt as Legal Counsel ------------------------------------------------------- Upper Cuts of Maryland, LLC seeks approval from the U.S. Bankruptcy Court for the District of Maryland to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to employ the Law Offices of Richard B. Rosenblatt, PC to, among other things, give legal advice regarding its duties under the Bankruptcy Code and assist in the preparation of a plan of reorganization. Richard Rosenblatt, Esq., and Linda Dorney, Esq., the attorneys who will be handling the case, will each charge an hourly fee of $350. Other attorneys of the firm will charge $295 per hour. The hourly rate for paralegal services is $125. The firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code, according to court filings. Rosenblatt can be reached through: Richard B. Rosenblatt, Esq. Linda M. Dorney, Esq. The Law Offices of Richard B. Rosenblatt, PC 30 Courthouse Square, Suite 302 Rockville, MD 20850 Phone: (301) 838-0098 Email: rrosenblatt@rosenblattlaw.com About Upper Cuts of Maryland LLC Upper Cuts of Maryland, LLC operates a hair salon and spa with its principal place of business located at 230 American Way, Oxon Hill, Maryland. It is a small business debtor as defined in 11 U.S.C. Section 101(51D). The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 17-23641) on October 12, 2017. Helen McIntosh, president and CEO, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $50,000 and liabilities of $1 million to $10 million. Judge Wendelin I. Lipp presides over the case. US SILICA: Moody's Hikes CFR to B1; Outlook Stable -------------------------------------------------- Moody's Investors Service upgraded US Silica Company, Inc. Corporate Family Rating ("CFR") to B1 from B2, its senior secured bank credit facility to B1 from B2, and its Probability of Default Rating to B1-PD from B3-PD. The Speculative Grade Liquidity rating was affirmed at SGL-2. The outlook was changed to stable from positive. The following actions were taken: Corporate Family Rating, upgraded to B1 from B2; $510 million senior secured 1st lien term loan B, upgraded to B1 (LGD3) from B2 (LGD3); $50 million senior secured revolving credit facility, upgraded to B1 (LGD3) from B2 (LGD3); Probability of Default Rating, upgraded to B1-PD from B3-PD; Speculative Grade Liquidity rating, affirmed at SGL-2. The rating outlook was changed to stable from positive. RATINGS RATIONALE The ratings upgrade reflects improvement in key credit metrics and Moody's expectations that industry conditions will continue to improve in 2018 on the strength of frac-sand demand and increasing volumes. Adjusted operating margin improved to 7.0% for the 12 months ended June 30, 2017, from -5.7% for the year ended 2016. Adjusted EBIT to interest expense improved to 1.2x from -0.6x and adjusted debt-to-EBITDA to 4.8x from 11.3x over the same period. Moody's expects adjusted operating margin to increase to approximately 14.0%, adjusted EBIT to interest to increase to approximately 3.5x and adjusted debt-to-EBITDA to decline to approximately 2.9x by year end 2017. U.S. Silica's credit profile benefits from its strong market position in the frac-sand industry and as one of the largest producers of industrial silica in the United States. The company's credit profile is also supported by its extensive proven and probable reserves, strategically located quarries and production facilities, developed logistical network from mine gate to well site, and long-standing customer relationships. The rating also considers the contribution from U.S. Silica's Industrial and Specialty Products ("ISP") segment which represented 20% of total revenue year-to-date through June 30, its large and flexible mining operation, and its ability to capture market share from the smaller sand producers. U.S. Silica has a good liquidity position with almost $600 million in cash and $46 million available under its revolver at June 30th. The company's rating is constrained by its limited size relative to similarly rated companies, reliance on a single commodity product, exposure to cyclical end markets and reliance on the hydraulic fracturing industry for the majority of its revenue and operating income. Importantly, Moody's credit views incorporates the volatility in operating performance associated with the company's key oil and natural gas end markets which experienced prolonged and material weakness in 2015 and 2016. U.S. Silica's adjusted operating margin was negative in the first three quarters of 2016, but turned positive in 4Q16. Adjusted debt-to-EBITDA climbed above 8.0x for multiple quarters during the weak period, but also has improved since 3Q16. Moody's expects key credit metrics will continue to improve on the strength of frac-sand demand, increasing volumes, stable-to-improving prices, and healthy end market conditions. US Silica's SGL-2 reflects the company's good liquidity position over the next 12 months and assumes the extension of its revolver. For the 12 months ended June 30, 2017, the company's liquidity was supported by approximately $600 million of cash. The company has a $50 million senior secured revolving credit facility which expires in July 2018. The facility had no borrowings and $4 million allocated for letters of credit as of June 30, leaving $46 million available. The company has no other near term debt maturities. The $510 million Term Loan Facility matures July 2020. With the exception of 2014, the company has generated negative free cash flow over the past several years due to shareholder dividends and capital investments in raw sand plants, resin coated product facilities, transloading terminals and other logistical assets. For the 12 months ended June 30, the company generated negative $83 million (as reported) in cash from operations, and used $19 million to pay dividends and $185 million for growth and maintenance capital expenditures. However, the company raised $653.2 million in common equity offerings in 2016. Moody's liquidity scenario does not account for any potential acquisitions which U.S. Silica might pursue. The company's revolving credit facility is governed by a total net leverage covenant of no more than 3.75x whenever usage of the revolving credit facility exceeds 25% of the revolver commitment, excluding certain undrawn letters of credit. Moody's does not expects the company to be subject to this springing financial covenant over the balance of the term. The stable outlook reflects Moody's expectations that adjusted operating income and key credit metrics will improve from higher volumes and stable pricing driven by favorable supply/demand dynamics. The stable outlook also assumes that U.S. Silica will maintain ample liquidity as it funds its growth initiatives. Moody's indicated that the ratings could be upgraded if adjusted debt-to-book capitalization is maintained under 50%, adjusted EBIT-to-interest is sustained well above 3.0x, and adjusted operating margin approaches 25%. A rating upgrade would also require robust liquidity, free cash flow generation, and healthy oil and natural gas end markets. The ratings could be downgraded if adjusted EBIT-to-interest declined below 2.5x, adjusted operating margin deteriorates, or adjusted debt-to-book capitalization above 60%. In addition, a ratings downgrade could result from a deterioration in liquidity or weakened financial flexibility, possibly due to aggressive growth, large debt-funded acquisitions or shareholder friendly activities. The principal methodology used in these ratings was Building Materials Industry published in January 2017. WILLIAM B. LAWTON: Hires Adams and Reese as Legal Counsel --------------------------------------------------------- William B. Lawton Co., LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Louisiana to hire Adams and Reese LLP as legal counsel. The firm will represent the company and its affiliates River Oaks Exploration, LLC and Rayville Resources, LLC in connection with their Chapter 11 cases. The services to be provided by the firm include advising the Debtors regarding their duties under the Bankruptcy Code; assisting them in the disposition of their assets; negotiating with lenders to get financing; and assisting the Debtors in the preparation of a plan of reorganization. The attorneys designated to handle the cases and their hourly rates are: Lisa Hedrick $440 Mark Embree $425 Patrick McCune $320 The hourly rates for paralegals and law clerks range from $120 to $210 per hour. Lisa Hedrick, Esq., disclosed in a court filing that her firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Lisa M. Hedrick, Esq. Adams and Reese LLP 4500 One Shell Square 701 Poydras Street, Suite 4500 New Orleans, LA 70139 Tel: (504) 581-3234 Fax: (504) 566-0210 William B. Lawton Co. William B. Lawton Co., LLC, River Oaks Exploration, LLC and Rayville Resources, LLC are engaged in the oil and gas extraction business. The Debtors sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. La. Case Nos. 17-20948 to 17-20950) on October 10, 2017. William T. Drost, its president, signed the petitions. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $500,000 and liabilities of $1 million to $10 million. Judge Robert Summerhays presides over the cases. WILLIAM B. LAWTON: Seeks to Hire Gray Law as Special Counsel ------------------------------------------------------------ William B. Lawton Co., LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Louisiana to retain The Gray Law Firm as special counsel. The firm will continue to represent the Debtor in two separate lawsuits filed by Grace Ranch, Inc. and a group led by Ira Ellender in Cameron Parish and Jefferson Davis Parish, Louisiana. Both lawsuits involve alleged contamination of the plaintiffs' properties resulting from the Debtor's mineral operations. A.J. Gray, III, Esq., the attorney handling the cases, will charge an hourly fee of $350. Paralegals will charge $120 per hour. Mr. Gray disclosed in a court filing that he and his firm do not hold or represent any interest adverse to the Debtor. The firm can be reached through: A.J. Gray, III, Esq. The Gray Law Firm A Professional Law Corporation 21 River Lane Lake Charles, LA 70605 Phone: (337) 494-0694 Fax: (337) 494-0697 William B. Lawton Co. William B. Lawton Co., LLC, River Oaks Exploration, LLC and Rayville Resources, LLC are engaged in the oil and gas extraction business. The Debtors sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. La. Case Nos. 17-20948 to 17-20950) on October 10, 2017. William T. Drost, its president, signed the petitions. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $500,000 and liabilities of $1 million to $10 million. Judge Robert Summerhays presides over the cases. Lisa M. Hedrick, Esq., at Adams and Reese LLP, serves as Chapter 11 counsel to the Debtors. WYNIT DISTRIBUTION: Hires Goldman Sloan Nash as Canadian Counsel ---------------------------------------------------------------- WYNIT Distribution, LLC, and its affiliates seek authority from the U.S. Bankruptcy Court for the District of Minnesota to employ Goldman Sloan Nash & Haber LLP as Canadian counsel. The legal services to be rendered by Goldman Sloan are: (a) assess the Debtors' assets and operations in Canada, and provide advice, negotiate, and prepare documents for Canadian Proceedings; (b) negotiate with creditors and other parties in interest; (c) make or respond to motions, applications, and other requests for relief on behalf of the Debtors in the Canadian Proceedings; (d) provide Canadian legal advice on any issue required by the Debtors in connection with their Chapter 11 cases and the recognition of orders and/or plan within the Canadian Proceedings; and (e) perform other services requested by the Debtors or services reasonably necessary to represent the Debtors in these cases. As of the Petition Date, the applicable standard hourly rates were $475 for Goldman Sloan counsel or partners and $180 to $320 for the firm's associates. Mario Forte, counsel at Goldman Sloan Nash & Haber LLP, attests that the partners, counsel, associates, and paraprofessionals of Goldman Sloan are "disinterested" parties within the meaning of Section 101(14) of the Bankruptcy Code, and do not represent any other entity having an interest adverse to the Debtors in connection with these Chapter 11 cases. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, Mario Forte disclosed that: -- it has not agreed to any variations from, or alternatives to, its standard or customary billing arrangements for this engagement; -- During the 12 months preceding the Petition Date, GSNH's rates for timekeepers for its prepetition engagement on this matter were $475 for counsel or partners and $180 to $320 for associates. GSNH's rates have not changed postpetition; and -- GSNH has or will deliver a prospective budget and staffing plan for the first three months following the Petition Date to the Debtors and will continue to work with the Debtors on the budget and staffing plan. In addition, GSNH will provide the Debtors with a weekly update of accrued fees and expenses. The Canadian counsel can be reached through: Mario Forte, Esq. Goldman Sloan Nash & Haber LLP 480 University Ave Suite 1600 Toronto, ON M5G 1V2 Tel: 416-597-9922 Toll Free: 1-877-597-9922 Fax: 416-597-3370 Email: forte@gsnh.com About WYNIT Distribution Headquartered at Greenville, South Carolina, WYNIT Distribution, LLC, is an international distributor of products from the top brands in the consumer electronics, photo, wide format printing, security and outdoor leisure and adventure industries. WYNIT Distribution filed a Chapter 11 bankruptcy petition (Bankr. D. Minn. Case No. 17-42726) on Sept. 8, 2017. The petitions were signed by Pete Richichi, its chief operating officer. The Debtor disclosed total assets and debt of $100 million to $500 million. Judge Kathleen H Sanberg presides over the case. The Debtor engaged Stinson Leonard Street LLP as counsel. The Debtor also hired Conway Mackenzie, Inc., as financial advisor, and JND Corporate Restructuring as claims, noticing, and balloting agent. The Official Committee of Unsecured Creditors formed in the case has retained Barnes & Thornburg LLP and Lowenstein Sandler LLP as its bankruptcy co-counsel. [*] B3 Neg. and Lower Corp. Ratings List Down Again in September ---------------------------------------------------------------- Moody's B3 Negative and Lower Corporate Ratings List declined again in September, to end the third quarter at 214 companies, Moody's Investors Service said in a new report. The list is now 5% smaller than it was at the end of the second quarter and 26% smaller than its all-time high of 291 issuers, which, along with Moody's speculative-grade credit indicators, points to a continued declining default rate in the year ahead. "In the third quarter of 2017, most of the issuers that left Moody's lists of lower-rated companies did so due to rating withdrawals for reasons other than default," said Moody's Associate Analyst Julia Chursin. "Notably, the number of rating actions related to defaults among B3 Negative and Lower rated companies was the lowest Moody's has seen so far this year." Following the stabilization of commodity prices, the energy and mining sectors' shares of the B3 Negative and Lower list have diminished considerably, Chursin says in "Shrinking List Points to Lower Default Rate." The oil and gas sector's share has declined the most, though these companies still make up more than a fifth of the list. Consumer/Business Services accounts for the next-largest share, at 14%, followed by Retail and Apparel, at 11%. The majority of Moody's indicators continue to point to easing credit and default risk among speculative-grade issuers. The Liquidity-Stress Indicator fell to 3.0% at the end of September from 3.5% at the end of June, with the drop reflecting borrowers' generally good liquidity, in addition to favorable financing conditions. Moody's projects the one-year US speculative-grade default rate will drop to 2.3% in September next year, from 3.3%. Nonetheless, Moody's believes investors should remain vigilant. "Despite supportive credit conditions and accommodating markets, speculative-grade corporate family ratings continue to migrate lower and are now concentrated in the B2 and B3 rating buckets," Chursin noted. "Event risk remains a concern for companies with weak balance sheets, particularly as interest rates rise." [*] Law Firms' Claims For $25M in Damages From CFBP Tossed Out -------------------------------------------------------------- Rick Archer, writing for Bankruptcy Law360, reports that U.S. District Judge Josephine L. Station threw out claims by a trio of law firms for $25 million in damages from the Consumer Financial Protection Bureau for the agency's lawsuit accusing them of illegally collecting advance fees for debt relief work. According to the report, Judge Station said that sovereign immunity barred the firms' monetary claims against the CFPB, and they have no standing to contest already. The law firms they could file a new claim for breaches in free speech, the report states, citing Judge Station. [*] Zachary Smith Named to ABI's 2017 40 Under 40 List ------------------------------------------------------ Moore & Van Allen PLLC announced that Charlotte Bankruptcy Member and Team Leader Zachary H. Smith was named to the American Bankruptcy Institute's (ABI) 2017 "40 Under 40" list, which recognizes 40 top restructuring professionals nationwide under the age of 40. Honorees were selected by a 10-member steering committee of ABI leaders from nearly 200 candidates and will be recognized at a special awards luncheon during ABI's 2017 Winter Leadership Conference, taking place Nov. 30-Dec. 2 at the La Quinta Resort & Club in Palm Springs, California. "We are pleased that the American Bankruptcy Institute has chosen to honor Zach this year, and recognize the knowledge he brings to clients and the leadership he provides at our firm," stated Firm Chairman Ernie Reigel. The 2017 "40 Under 40" honorees were chosen from both large and small firms from every region of the country, and represent diverse practice areas such as law, finance, consulting, academia, government and more. As stated by ABI, "the goal of ABI's '40 Under 40' initiative is not simply to create a one-time ceremony, but to fully engage those selected as future leaders in the insolvency profession and to build on the initiative each year.'" Mr. Smith concentrates his practice in the areas of distressed situations and bankruptcy, representing lenders, investors, special situation funds, debtors and other stakeholders in in-court and out-of-court restructurings, including complex restructuring matters pertaining to Puerto Rico. Mr. Smith is a senior lecturing fellow at Duke Law School, a lecturer in law at Boston University School of Law, an advisory board member of the ABI's annual Caribbean Insolvency Symposium, and a frequent author and panelist on bankruptcy matters. A complete list of the ABI's 2017 "40 Under 40" honorees can be seen in ABI's press release here and at http://abi40under40.org/honorees [^] Recent Small-Dollar & Individual Chapter 11 Filings ------------------------------------------------------- In re Dalton Outdoor Services, Inc. Bankr. D. Minn. Case No. 17-33188 Chapter 11 Petition filed October 9, 2017 See http://bankrupt.com/misc/mnb17-33188.pdf represented by: Steven B Nosek, Esq. STEVEN B. NOSEK, P.A. E-mail: snosek@noseklawfirm.com In re Northland Recovery Bureau, Inc. Bankr. D. Minn. Case No. 17-33196 Chapter 11 Petition filed October 9, 2017 See http://bankrupt.com/misc/mnb17-33196.pdf represented by: John D. Lamey, III, Esq. LAMEY LAW FIRM, P.A. E-mail: bankrupt@lameylaw.com In re Alvin Joseph Robinson Bankr. D. Ariz. Case No. 17-11987 Chapter 11 Petition filed October 10, 2017 Filed Pro Se In re 308 Sierra Point LLC Bankr. N.D. Cal. Case No. 17-31013 Chapter 11 Petition filed October 10, 2017 See http://bankrupt.com/misc/canb17-31013.pdf Filed Pro Se In re S. Murphy Enterprises, Inc. Bankr. M.D. Fla. Case No. 17-08576 Chapter 11 Petition filed October 10, 2017 See http://bankrupt.com/misc/flmb17-08576.pdf represented by: Steven M Fishman, Esq. STEVEN M FISHMAN, PA E-mail: steve.fishman@verizon.net In re Jeffrey C. Curtin Bankr. N.D. Ill. Case No. 17-30340 Chapter 11 Petition filed October 10, 2017 represented by: David P Lloyd, Esq. DAVID P. LLOYD, LTD. E-mail: courtdocs@davidlloydlaw.com In re Linton Shafer Computer Services, Inc. Bankr. D. Md. Case No. 17-23535 Chapter 11 Petition filed October 10, 2017 See http://bankrupt.com/misc/mdb17-23535.pdf represented by: Craig Palik, Esq. MCNAMEE HOSEA PA E-mail: cpalik@mhlawyers.com In re Trevor Michael Fiting Bankr. E.D. Mich. Case No. 17-22053 Chapter 11 Petition filed October 10, 2017 represented by: Dennis M. Haley, Esq. E-mail: ecf@winegarden-law.com In re North Carolina Tobacco International, LLC Bankr. M.D.N.C. Case No. 17-51077 Chapter 11 Petition filed October 10, 2017 See http://bankrupt.com/misc/ncmb17-51077.pdf represented by: Richard Steele Wright, Esq. MOON WRIGHT & HOUSTON, PLLC E-mail: rwright@mwhattorneys.com In re Sarah Darline Schultz Bankr. D.N.J. Case No. 17-30509 Chapter 11 Petition filed October 10, 2017 represented by: Dean G. Sutton, Esq. E-mail: dgs123@ptd.net In re Westampton Courts Condominium One Association Bankr. D.N.J. Case No. 17-30543 Chapter 11 Petition filed October 10, 2017 See http://bankrupt.com/misc/njb17-30543.pdf represented by: Allen I Gorski, Esq. GORSKI & KNOWLTON PC E-mail: agorski@gorskiknowlton.com In re Stephanie Pamela Greenspan Bankr. D.N.J. Case No. 17-30568 Chapter 11 Petition filed October 10, 2017 represented by: Barry Scott Miller, Esq. E-mail: bmiller@barrysmilleresq.com In re Gregory K. Crowell Bankr. S.D. Ohio Case No. 17-13624 Chapter 11 Petition filed October 10, 2017 represented by: Donald W. Mallory, Esq. E-mail: dmallory@ctks.com In re Mehri Akhlaghpour Bankr. C.D. Cal. Case No. 17-12739 Chapter 11 Petition filed October 11, 2017 represented by: Giovanni Orantes, Esq. E-mail: go@gobklaw.com In re Justino Aragon Flores Bankr. C.D. Cal. Case No. 17-22478 Chapter 11 Petition filed October 11, 2017 represented by: Onyinye N Anyama, Esq. ANYAMA LAW FIRM E-mail: onyi@anyamalaw.com In re Frances Greene Bankr. N.D. Cal. Case No. 17-42559 Chapter 11 Petition filed October 11, 2017 represented by: Yasha Rahimzadeh, Esq. LAW OFFICE OF YASHA RAHIMZADEH E-mail: yr_law@hotmail.com In re Laura Elsheimer LLC Bankr. D. Mass. Case No. 17-41842 Chapter 11 Petition filed October 11, 2017 See http://bankrupt.com/misc/mab17-41842.pdf represented by: Michael Van Dam, Esq. VAN DAM LAW LLP E-mail: mvandam@vandamlawllp.com In re The Jesse K Greenbaum Trust Bankr. D. Md. Case No. 17-23562 Chapter 11 Petition filed October 11, 2017 See http://bankrupt.com/misc/mdb17-23562.pdf Filed Pro Se In re Unified Cleaning Services, LLC Bankr. D. Md. Case No. 17-23594 Chapter 11 Petition filed October 11, 2017 See http://bankrupt.com/misc/mdb17-23594.pdf represented by: Murray O Singerman, Esq. STS TAX LAW E-mail: msingerman@ststaxlaw.com In re Jonathan Matthew Lutton and Leslie Ann Lutton Bankr. E.D. Mich. Case No. 17-54264 Chapter 11 Petition filed October 11, 2017 represented by: Edward J. Gudeman, Esq. GUDEMAN & ASSOCIATES, P.C. E-mail: ejgudeman@gudemanlaw.com In re Mark H. Horne and Sandra R. Horne Bankr. D.N.H. Case No. 17-11417 Chapter 11 Petition filed October 11, 2017 represented by: Michael B. Fisher, Esq. FISHER LAW OFFICES, PLLC E-mail: fisher@mbfisherlaw.com In re Leonidas Priftakis Bankr. E.D.N.Y. Case No. 17-76260 Chapter 11 Petition filed October 11, 2017 represented by: Pankaj Malik, Esq. WARSHAW BURSTEIN, LLP E-mail: pmalik@wbny.com In re Albert M. Lefkovits Bankr. S.D.N.Y. Case No. 17-12845 Chapter 11 Petition filed October 11, 2017 represented by: Abraham J. Backenroth, Esq. BACKENROTH, FRANKEL & KRINSKY, LLP E-mail: abackenroth@bfklaw.com In re Lowell Gene Wittke and Judy Ann Wittke Bankr. D. Or. Case No. 17-33812 Chapter 11 Petition filed October 11, 2017 represented by: Douglas R. Ricks, Esq. E-mail: vbcservicedougr@yahoo.com In re Plano Izmir, LLC Bankr. E.D. Tex. Case No. 17-42242 Chapter 11 Petition filed October 11, 2017 See http://bankrupt.com/misc/txeb17-42242.pdf represented by: Christopher J. Moser, Esq. QUILLING SELANDER LOWNDS WINSLETT MOSER E-mail: cmoser@qslwm.com In re Steven Nia Bankr. C.D. Cal. Case No. 17-12749 Chapter 11 Petition filed October 12, 2017 represented by: Stephen L. Burton, Esq. E-mail: steveburtonlaw@aol.com In re Slobodan Cuk Bankr. C.D. Cal. Case No. 17-14063 Chapter 11 Petition filed October 12, 2017 represented by: Chris T. Nguyen, Esq. BENARI & NGUYEN LLP E-mail: cn@banllp.com In re Rizvi & Company, Inc. Bankr. N.D. Ga. Case No. 17-67908 Chapter 11 Petition filed October 12, 2017 See http://bankrupt.com/misc/ganb17-67908.pdf represented by: William A. Rountree, Esq. MACEY, WILENSKY & HENNINGS LLC E-mail: swenger@maceywilensky.com In re Jonathan Hart and Ashley Hart Bankr. S.D. Iowa Case No. 17-02080 Chapter 11 Petition filed October 12, 2017 represented by: Robert C. Gainer, Esq. E-mail: rgainer@cutlerfirm.com In re Michael & Harriet Arend Family TST LLC Bankr. D. Minn. Case No. 17-33222 Chapter 11 Petition filed October 12, 2017 See http://bankrupt.com/misc/mnb17-33222.pdf represented by: Joseph W. Dicker, Esq. JOSEPH W. DICKER PA E-mail: joe@joedickerlaw.com In re MLLD Trucking, LLC Bankr. D. Neb. Case No. 17-41612 Chapter 11 Petition filed October 12, 2017 See http://bankrupt.com/misc/neb17-41612.pdf represented by: John C. Hahn, Esq. WOLFE, SNOWDEN, HURD, LUERS & AHL, LLP E-mail: bankruptcy@wolfesnowden.com In re Emanuel Delvalle Bankr. D.N.J. Case No. 17-30701 Chapter 11 Petition filed October 12, 2017 Filed Pro Se In re 40/40 Enterprises, Inc. Bankr. E.D. Tex. Case No. 17-42244 Chapter 11 Petition filed October 12, 2017 See http://bankrupt.com/misc/txeb17-42244.pdf represented by: Eric A. Liepins, Esq. ERIC A. LIEPINS P.C. E-mail: eric@ealpc.com In re Appalachian Coal Enterprises, LLC Bankr. S.D. W.Va. Case No. 17-30461 Chapter 11 Petition filed October 12, 2017 See http://bankrupt.com/misc/wvsb17-30461.pdf represented by: Joe M. Supple, Esq. E-mail: info@supplelaw.net In re Chequered Flag Automotive Inc. Bankr. N.D. Ga. Case No. 17-67997 Chapter 11 Petition filed October 13, 2017 See http://bankrupt.com/misc/ganb17-67997.pdf represented by: Herbert C. Broadfoot II, Esq. HERBERT C. BROADFOOT II, PC E-mail: bert@hcbroadfootlaw.com In re Hobert Kennedy Sanderson, Jr. and Denise C. Sanderson Bankr. E.D.N.C. Case No. 17-05040 Chapter 11 Petition filed October 13, 2017 represented by: David F. Mills, Esq. E-mail: david@mills-law.com In re Marvin Michael Jones Bankr. D.N.J. Case No. 17-30809 Chapter 11 Petition filed October 13, 2017 represented by: Douglas T. Tabachnik, Esq. LAW OFFICES OF DOUGLAS T TABACHNIK, PC E-mail: dtabachnik@dttlaw.com In re Richard Toporek and Carol Valente Toporek Bankr. E.D.N.Y. Case No. 17-76317 Chapter 11 Petition filed October 13, 2017 Filed Pro Se In re Eusebio Carrasco Delgado Bankr. D.P.R. Case No. 17-06526 Chapter 11 Petition filed October 13, 2017 represented by: Juan Carlos Bigas Valedon, Esq. JUAN C BIGAS LAW OFFICE E-mail: cortequiebra@yahoo.com In re Kerry Bryon Noble Bankr. E.D. Tex. Case No. 17-60755 Chapter 11 Petition filed October 13, 2017 represented by: Joyce W. Lindauer, Esq. E-mail: joyce@joycelindauer.com In re Ministerios Encuentro & Conexion Bankr. W.D. Tex. Case No. 17-31661 Chapter 11 Petition filed October 13, 2017 See http://bankrupt.com/misc/txwb17-31661.pdf represented by: Corey W. Haugland, Esq. JAMES & HAUGLAND P.C. E-mail: chaugland@jghpc.com In re BCR Equipment Rental LLC Bankr. N.D. Tex. Case No. 17-44202 Chapter 11 Petition filed October 14, 2017 See http://bankrupt.com/misc/txnb17-44202.pdf represented by: Craig Douglas Davis, Esq. DAVIS, ERMIS & ROBERTS, P.C. E-mail: davisdavisandroberts@yahoo.com In re Michael G. Warden Bankr. N.D. Tex. Case No. 17-33888 Chapter 11 Petition filed October 14, 2017 represented by: Kevin S. Wiley, Jr., Esq. THE WILEY LAW GROUP, PLLC E-mail: kevinwiley@lkswjr.com In re Henry J. Melton Bankr. N.D. Tex. Case No. 17-44206 Chapter 11 Petition filed October 14, 2017 represented by: Kevin S. Wiley, Jr., Esq. THE WILEY LAW GROUP, PLLC E-mail: kevinwiley@lkswjr.com In re Salvador Cacho Cordero Bankr. D. Haw. Case No. 17-01071 Chapter 11 Petition filed October 15, 2017 represented by: Ramon J. Ferrer, Esq. LAW OFFICE OF RAMON J. FERRER E-mail: ramonlawfirm@hotmail.com In re Park North 1 LLC Bankr. S.D.N.Y. Case No. 17-12879 Chapter 11 Petition filed October 15, 2017 See http://bankrupt.com/misc/nysb17-12879.pdf represented by: Gabriel Del Virginia, Esq. LAW OFFICES OF GABRIEL DEL VIRGINIA E-mail: gabriel.delvirginia@verizon.net ********* 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 ***