/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/171113.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, November 13, 2017, Vol. 21, No. 316 Headlines 1060 PALMS: Hires Mercer Vine as Real Estate Broker 1776 AMERICAN: Sale of 8 Houston Condo Units for $296K Approved 1776 AMERICAN: Sale of Oak Forest Property for $260K Approved 47 HOPS: Wants Exclusive Plan Filing Deadline Moved to April 7 5 STAR INVESTMENT: Trustee Selling Elkhart Property for $20K 6635 W OQUENDO: Hires Hunter Parker as Bankruptcy Counsel 99 CENTS: S&P Cuts CCR to 'SD' Amid 1st Lien Loan Amendment 99 CENTS: S&P Hikes Rating on 2019 First-Lien Term Loan to 'CC' A QUIVER FULL: Profits and Earnings to Fund Proposed Plan ACCURATE RECOVERY: Taps Jason Shinn as Special Counsel ACCURATE RECOVERY: Taps Winegarden Haley as Legal Counsel ACHAOGEN INC: Incurs $29.9 Million Net Loss in Third Quarter ACHAOGEN INC: May Issue 450,000 Shares Under 2014 Incentive Plan ACI CONCRETE: Proposes Private Sale of 3 Vehicles to D&D for $375K AEROGROUP INT'L: Sets Bid Procedures for All Assets ALBERTSONS COS: S&P Alters Outlook to Neg. on Slow Deleveraging ANITA LAL: Sale of Interest in Demised Property or 234 Auto Denied APPALACHIAN LIGHTING: Hires Robert Lampl as Counsel ARMSTRONG ENERGY: U.S. Trustee Forms 5-Member Committee ARROWHEAD SELF: Case Summary & 15 Unsecured Creditors ATHENS INTERESTS: Court Conditionally OK's Disclosure Statement AVAYA INC: Creditor Seeks Appointment of Retirees' Committee B&G FOODS: Moody's Affirms B1 Corporate Family Rating B&G FOODS: S&P Affirms BB- CCR on Expectation of Managed Leverage BELLA ROSE SKIN: Hires Schulze Oswald as Accountant BESTWALL LLC: Taps Donlin Recano as Claims Agent BESTWALL LLC: Taps Jones Day as Legal Counsel BESTWALL LLC: Taps King & Spalding as Special Counsel BESTWALL LLC: Taps Robinson Bradshaw as Local Counsel BICOM NY: Wants to File Plan Past Nov. 30 General Claims Bar Date BIG APPLE CIRCUS: Files Revised Chapter 11 Liquidation Plan BIKRAM'S YOGA: Case Summary & 20 Largest Unsecured Creditors BIOSCRIP INC: Venor Capital Has 10.3% Stake as of Nov. 3 BO EX VENTURES: Sets Bidding Procedures for All Assets BRIGHT MOUNTAIN: CFO Healey Resigning for Health Reasons BTS TRANSPORTATION: Hires Hester Baker as Counsel CALCEUS ACQUISITION: Expected Q1 2018 Results No Impact on Moody's CALIFORNIA BOARD: Marina Enterprises to Sell Assets on Nov. 30 CALIFORNIA RESOURCES: Moody's Hikes Corp. Family Rating to Caa1 CAMBER ENERGY: Compliance Plan Accepted By The NYSE American CANTRELL DRUG: Files for Chapter 11, Says Creditors to Recover 100% CASTEX ENERGY: Wants to Assign Prospect Working Interest to LLOLA CENTRAL LAUNDRY: Plan Proposes to Sell Property for $3.4MM CIRCOR INT'L: Moody's Assigns B2 CFR; Outlook Stable CIRCOR INTERNATIONAL: S&P Assigns 'B+' CCR, Outlook Stable CLINE GRAIN: Selling All Vehicles to Family Members for $45K CLINE GRAIN: Selling Equipment to Shareholders' Sons for $38K CLINE GRAIN: Selling Farm Equipment to Sons for $83K CM EBAR: U.S. Trustee Forms Two-Member Committee COCOA SERVICES: Intends to File Liquidating Plan by January 12 COCRYSTAL PHARMA: Reports $2.3 Million Third Quarter Net Loss COMMUNITY HEALTH: Fitch Cuts IDR to CCC on High Leverage COMSTOCK MINING: Effects a 5-for-1 Reverse Stock Split CONFIRMATRIX LABORATORY: $1M Sale of Lawrenceville Property Okayed CONFIRMATRIX LABORATORY: Sale of Lawrenceville Property for $1M OKd CORNBREAD VENTURES: Taps Horne LLP as Accountant CREEKSIDE HOMES: May Use $99.3K in Cash Collateral CS MINING: Seeks February 5 Extension of Plan Filing Exclusivity CS360 TOWERS: Trustee Selling Sacramento Condo Unit 1608 for $550K CS360 TOWERS: Trustee's Sale of Sacramento Condo Unit 1608 Approved CTI BIOPHARMA: Incurs $12 Million Net Loss in Third Quarter CTI BIOPHARMA: Will Sell $200 Million Worth of Securities D&M INVESTMENTS: Hires Mazurkraemer Business Law as Counsel DANIEL GULLICKSRUD: Reidts Buying Strum Property for $1.2M DCP MIDSTREAM: Fitch Affirms 'BB+' LT 'Issuer Default Rating' DCP MIDSTREAM: S&P Rates Series A Perpetual Preferred Stock 'B' DEX SERVICES: May Use Cash Collateral Until Nov. 30 DN REAL ESTATE: Proposes a Sale of Atlanta Property for $325K ENERGY TRANSFER: Fitch Rates New Series A Preferred Units 'BB' ENERGY TRANSFER: S&P Rates New Series A Preferred Units 'BB' ENID LAKESIDE: December 13 Disclosure Statement Hearing EXCO RESOURCES: Hires Financial Advisors to Explore Alternatives EXCO RESOURCES: Reports $19 Million Net Loss for Third Quarter FALLING LEAVES: Case Summary & 20 Largest Unsecured Creditors FM 544 PARK: Hires Goodrich Postnikoff as Counsel FREESTONE RESOURCES: Will Merge with Recycling Tech Firm Dynamis FTE NETWORKS: Implements Stock Split to Meet Listing Requirements GANDER MOUNTAIN: Files Joint Chapter 11 Plan of Liquidation GST AUTOLEATHER: Hires Ernst & Young as Tax Advisors HARVEY HARRINGTON, III: Prengers Buying Sherill Property for $1.1M HATHAWAY HOMES: Case Summary & 17 Largest Unsecured Creditors HELIOS AND MATHESON: Will Issue $100 Million in Convertible Notes HIGH COUNTRY FUSION: December 6 Plan Confirmation Hearing I-LIGHTING LLC: Settlement of Claims With AHPharma Approved IPS CORP: S&P Withdraws 'B' CCR on Closure of CPG Acquisition IRONCLAD PERFORMANCE: Schwarzmann as Equity Panel Fin'l Advisor JONES PRINTING: Case Summary & 20 Largest Unsecured Creditors JOURNAL-CHRONICLE COMPANY: Hires Carlson Advisors as Accountant KANAWHA INSURANCE: S&P Places 'BB+' Rating on Watch Negative KANSAS INTERNAL MEDICINE: Hires Evans & Mullinix as Attorney KURT KUHLMAN: Sale of Berkshire Property to REMLAP for $125K Okayed LE CENTRE: Case Summary & 2 Unsecured Creditors LEVI KATZ: Sale of Lakewood Property to 95 Mapelhust for $350K OKd LEVI KATZ: Sale of Lakewood Property to Breliner for $400K OKd LIBERTY TOWERS: Examiner Hires LaMonica Herbst as Counsel LIFETIME INDUSTRIES: Nov. 9 Auction of Remaining Inventory & Eqpt. LIMITED STORES: Disclosure Statement Okayed, Dec. 20 Plan Hearing LINTON SHAFER: Sale of Assets for $5.5K Plus 60% of Face Value OK'd LIQUIDMETAL TECHNOLOGIES: Reports $3.95M Net Loss for 3rd Quarter LONGO COMMERCIAL: Taps Goetz Fitzpatrick as Legal Counsel LOPEZ TIRES: Hires Big Realty as Real Estate Broker LSB INDUSTRIES: Investor Presentation Discusses Business Overview MANN REALTY: Hires Keller Financial as Accountant MARANATHA EVANGEL: Hires Rachel Blumenfeld as Counsel MICHAEL & HARRIET: Hires Joseph W. Dicker as Bankruptcy Counsel MOMENTIVE PERFORMANCE: Creditors Seek Review of Make Whole Ruling MPM HOLDINGS: Common Stock Trades on NYSE Under 'MPMH' Symbol MRI INTERVENTIONS: Appoints Joseph Burnett as New CEO MRI INTERVENTIONS: Incurs $1.42 Million Net Loss in Third Quarter MSAMN CORP: Hires Michael B. Nicolella as Appraiser MUSCLEPHARM CORP: Issues CEO Amended $18 Million Convertible Note NEOVASC INC: Gets FDA Approval to Initiate Pivotal Reducer Trial NILHAN FINANCIAL: Case Dismissal Bid Delays Plan Filing NJOY INC: Asset Buyers Must Turn Over Docs to Ch. 7 Trustee NORTH CAROLINA TOBACCO: Trustee Selling Eqpt. and Tangible Property OMNI LION'S RUN: May Use Cash Collateral Through Dec. 31 OSAGE WATER: Trustee Taps Spencer Fane as Special Counsel OUTBACK DEVELOPMENT: Case Summary & 7 Unsecured Creditors PARETEUM CORP: Prices $12 Million Firm Commitment Public Offering PARETEUM CORP: Will Release Q3 Financial Results on Nov. 13 PAVIST LLC: Case Summary & 18 Largest Unsecured Creditors PELICAN REAL ESTATE: Trustee Taps Daniels & Tredennick as Counsel PINPOINT WAREHOUSING: Hires Moon Wright as Bankruptcy Counsel PIONEER ENERGY: Moody's Rates New $175MM Sr. Secured Term Loan B3 PLATFORM SPECIALTY: S&P Affirms 'BB-' CCR, Outlook Stable POINT.360: Hires TroyGould as Transactional Counsel PRECISION DRILLING: Fitch Assigns 'B+' Issuer Default Rating PRECISION DRILLING: Moody's Rates New US$400MM Unsec. Notes 'B3' PRECISION DRILLING: S&P Rates New $400MM Unsecured Notes 'BB' PUERTO RICO: Government Fights Appointment of PREPA Manager PUERTO RICO: PREPA Fights Class Cert. Bid in Kickback Suit QUADRANGLE PROPERTIES: January 9 Disclosure Statement Hearing RED CHIP VENTURES: Hires Nutovic & Associates as Counsel RESOLUTE ENERGY: Closes Sale of Aneth Field for $195 Million RICHARD LUTZ: Auction of Antiques by Kamelot Approved S&F MEAT: Conflict With General Trading Co. Delays Plan Filing S. MURPHY ENTERPRISES: U.S. Trustee Unable to Appoint Committee SAXON ENGINEERING: Taps Warren Fields as Legal Counsel SCHANTZ HOLDINGS: Craftsmen Industries Buying Highland Property SCHANTZ MFG: Craftsmen Industries Buying All Assets for $1.5M SERENITY HOMECARE: Sale of 2014 Chevrolet Truck for $16K Approved SHORT BARK: Needs More Time to Explore Options After Sale SIGNATURE APPAREL: Says Former Owner, Others Owe $70 Million SINDESMOS HELLINIKES: Unsecureds to Recoup 20% Over 3 Years SIXTY ONE SIXTY: Voluntary Chapter 11 Case Summary SKY-SKAN INCORPORATED: Hires SquareTail as Financial Advisors SOLAT LLC: Hires Advanced Evaluation Service as Appraiser SOLAT LLC: Hires Smeberg Law Firm as Bankruptcy Counsel SOUTHERN GRAPHICS: S&P Alters Outlook to Negative Amid Refinancing SPAULDING AVE: Taps Azarian Law Office as Legal Counsel SPI ENERGY: Effects 10-for-1 Share Consolidation ST. ALBANS CLEANERS: Hires John A. Hall as Accountant STANDARDAERO AVIATION: S&P Raises CCR to 'B' on Vector Acquisition SUMMIT INVESTMENT: January 3 Disclosure Statement Hearing SUMMIT INVESTMENT: Unsecureds To Be Paid $10,000 Under Plan SUMMIT MIDSTREAM: Moody's Gives B3 Rating to Series A Pref. Units SUMMIT MIDSTREAM: S&P Raises CCR to 'BB-', Outlook Stable SUNSET PARTNERS: Nov. 21 Hearing on Sale of Restaurant Assets TEC-AIR INC: Hires Cullen and Dykman as Counsel TECNOGLASS INC: Fitch Affirms 'BB-' Issuer Default Rating TIFARO GROUP: Mansfield Wants Plan Filing Extended to Jan. 21 TOP TIER SITE: Taps Ehrhard & Associates as Legal Counsel TOWERSTREAM CORP: Barry Honig Has 6.75% Stake as of Oct. 24 TUGG TRUCKING: December 6 Plan Confirmation Hearing UNI-PIXEL INC: Sale of All Assets to Future Tech for $1.5M Approved UNIVERSAL LAND: Case Summary & 4 Unsecured Creditors UNIVERSAL SOLAR: Suspends Filing of Reports with SEC VERMILLION INC: Reports $3.45 Million Net Loss for Third Quarter W&T OFFSHORE: Incurs $1.29 Million Third Quarter Net Loss WALDEN REAL ESTATE: Case Summary & 2 Unsecured Creditors WALL GROUP: U.S. Trustee Unable to Appoint Committee WALTER INVESTMENT: Will Get $1.9 Billion in Warehouse Financing WILLIAM HAMSLEY: Children Buying Springfield Property for $280K WILLIAMS FINANCIAL: Wants to Abandon Genesis Lease and Sell Vehicle YUCCA LAND: Voluntary Chapter 11 Case Summary [*] Moody's: B3- & Lower Corp. Ratings List Ticks Lower in October [^] BOND PRICING: For the Week from November 6 to 10, 2017 ********* 1060 PALMS: Hires Mercer Vine as Real Estate Broker --------------------------------------------------- 1060 Palms, LLC, seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ Mercer Vine, as real estate broker to the Debtor. 1060 Palms requires Mercer Vine to market and sell the Debtor's property located at 1060 Palms Boulevard, Venice, CA 90291. Mercer Vine will be paid a commission of 3% of the purchase price. Justin Naoe, member of Mercer Vine, 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. Mercer Vine can be reached at: Justin Naoe MERCER VINE 8124 W 3rd Street, Suite 200 Los Angeles, CA 90048-4341 Tel: (323) 746-4664 About 1060 Palms, LLC 1060 Palms, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 17-22183) on October 3, 2017. Yoni Guttman, its member, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets and liabilities of less than $50,000. Judge Robert N. Kwan presides over the case. 1776 AMERICAN: Sale of 8 Houston Condo Units for $296K Approved --------------------------------------------------------------- Judge Karen K. Brown the U.S. Bankruptcy Court for the Southern District of Texas authorized 1776 American Property IV, LLC and affiliates to sell APRF SP-1, LLC's condominium units 207, 208, 302, 307, 1112, 1201, 1203, and 1212 located at 6001 Reims Road, Houston, Texas to Ezequiel Herrera and Patty Herrera for $296,000. With the exception of the 2017 ad valorem tax lien, the sale of the Property by the Debtor to the Purchaser will be made free and clear of all liens, claims, encumbrances, judgments, deeds of trust, and other interests. Any liens, claims, and encumbrances attach to the net sale proceeds in the same order of priority that exist under non-bankruptcy law The broker commissions identified in the Contract are approved and will be paid at closing. All ad valorem tax liens on the Property will be paid at closing, along with the Seller's portion of all normal and customary closing costs and fees, including but not limited to owners association fees or dues. Erich Mundinger is authorized on behalf of the Debtor to execute all instruments and documents and to perform all other actions necessary to consummate the transaction contemplated under the Order and the Contract. The 14-day stay requirements of Bankruptcy Rule 6004(h) are waived. About 1776 American Properties IV Historically, 1776 American Properties IV LLC, et al., were companies managed by Jeff Fisher. In 2008, Mr. Fisher began investing in real estate in the Houston area. Mr. Fisher worked with friends and other business contacts in Asia who decided to invest in special purpose entities organized in the Cayman Islands. The offshore companies would then loan money to Delaware based limited liability companies, who in turn invested in real estate in the United States. By 2012, the U.S. based LLC's had acquired over 70 properties worth over $10 million. As of January 2017, 1776 American Properties, et al., own 116 rental single family homes / apartment units, five single family homes, and 76 vacant lots. In addition, 1776 IV, 1776 V, 1776 VII and 1776 VIII hold promissory notes and profit sharing arrangements with various builders on approximately 58 lots. 1776 American Properties IV LLC and its 12 affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 17-30422) on Jan. 27, 2017. The petitions were signed by Jeff Fisher, as director. 1776 American Properties IV estimated assets of $1 million to $10 million and liabilities of less than $50,000. The cases are assigned to Judge Karen K. Brown. Josh T. Judd, Esq., at Andrews Myers PC, serves as the Debtors' bankruptcy counsel. No trustee or examiner has been appointed in the bankruptcy cases, and no official committee of unsecured creditors has been established. 1776 AMERICAN: Sale of Oak Forest Property for $260K Approved ------------------------------------------------------------- Judge Karen K. Brown the U.S. Bankruptcy Court for the Southern District of Texas authorized 1776 American Property IV, LLC and affiliates to sell 1776 American Properties V, LLC's unimproved real property located at 1226 Lamonte Lane, Oak Forest subdivision, Houston, Texas, also known as Lot 19, Block 1, Oak Forest Section 1, to RobRyan Construction and/or Assigns for $260,000. With the exception of the 2017 ad valorem tax lien, the sale of the Property by the Debtor to the Purchaser will be made free and clear of all liens, claims, encumbrances, judgments, deeds of trust, and other interests. Any liens, claims, and encumbrances attach to the net sale proceeds in the same order of priority that exist under non-bankruptcy law The broker commissions identified in the Contract are approved and will be paid at closing. All ad valorem tax liens on the Property will be paid at closing, along with the Seller's portion of all normal and customary closing costs and fees, including but not limited to owners association fees or dues. Erich Mundinger is authorized on behalf of the Debtor to execute all instruments and documents and to perform all other actions necessary to consummate the transaction contemplated under the Order and the Contract. The 14-day stay requirements of Bankruptcy Rule 6004(h) are waived. About 1776 American Properties IV Historically, 1776 American Properties IV LLC, et al., were companies managed by Jeff Fisher. In 2008, Mr. Fisher began investing in real estate in the Houston area. Mr. Fisher worked with friends and other business contacts in Asia who decided to invest in special purpose entities organized in the Cayman Islands. The offshore companies would then loan money to Delaware based limited liability companies, who in turn invested in real estate in the United States. By 2012, the U.S. based LLC's had acquired over 70 properties worth over $10 million. As of January 2017, 1776 American Properties, et al., own 116 rental single family homes / apartment units, five single family homes, and 76 vacant lots. In addition, 1776 IV, 1776 V, 1776 VII and 1776 VIII hold promissory notes and profit sharing arrangements with various builders on approximately 58 lots. 1776 American Properties IV LLC and its 12 affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 17-30422) on Jan. 27, 2017. The petitions were signed by Jeff Fisher, director. 1776 American Properties IV estimated assets of $1 million to $10 million and liabilities of less than $50,000. The cases are assigned to Judge Karen K. Brown. Josh T. Judd, Esq., at Andrews Myers PC, serves as the Debtors' bankruptcy counsel. No trustee or examiner has been appointed in the bankruptcy cases, and no official committee of unsecured creditors has been established. 47 HOPS: Wants Exclusive Plan Filing Deadline Moved to April 7 -------------------------------------------------------------- 47 Hops LLC asks the U.S. Bankruptcy Court for the Eastern District of Washington to extend the Debtor's exclusivity period to file a disclosure statement and plan of reorganization to April 7, 2018. The Debtor also requests for a court order extending the time for the Debtor's Exclusivity Period for filing a plan that has been accepted by each class of claims or interests that is impaired under the plan to June 7, 2018. Pursuant to Section 1121(c)(2) of the U.S. Bankruptcy Code, no other party may file a plan of reorganization for 120 days after the commencement of the case unless the Debtor has not filed a plan before 120 days after the commencement of the case. On Aug. 28, 2017, an agreed scheduling order was entered, requiring the Debtor to file a plan and disclosure statement, and to affirm or reject its two current leases of real property, by Dec. 8, 2017. Pursuant to Section 1121(c)(3) of the Bankruptcy Code, no other party may file a plan of reorganization for 180 days after the commencement of the case, unless the Debtor has not filed a plan that has been accepted by each class of claims or interests that is impaired under the plan before 180 days after the commencement of the case. The Debtor's 180-day exclusivity period under Section 1121(c)(3) will expire in this case on Feb. 7, 2018. The Debtor is not a large debtor with a complex financial structure. The Debtor assures the Court that it is working in good faith towards reorganization. It agreed to the appointment of an examiner, provided additional collateral to Columbia Bank and is currently working with the Official Committee of Unsecured Creditors, the Bank, and the examiner to prepare financial reports and value of inventory to all parties' satisfaction. The parties are awaiting the report of the examiner, and because of this delay, the Debtor is just commencing discussions with its creditors. The Debtor in good faith is moving to extend the time for assumption of related party leases so as not to prematurely create possible administrative claims. The Debtor says it is paying its post-petition obligations as they become due and is meeting its bankruptcy filing obligations. The Debtor is not grossly mismanaged, nor are there any fundamental reorganization matters to resolve. There have been no previous extensions of exclusivity in this case. A copy of the Debtor's request is available at: http://bankrupt.com/misc/waeb17-02440-140.pdf About 47 Hops LLC Based in Yakima, Washington, 47 Hops LLC -- https://47hops.com/ -- sells aroma and alpha hops to breweries in 38 countries around the world. 47 Hops LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Wash. Case No. 17-02440) on Aug. 11, 2017. Douglas MacKinnon, its president, signed the petition. At the time of the filing, the Debtor disclosed $4.3 million in assets and $7.45 million in liabilities. Judge Frank L. Kurtz presides over the case. Catherine J Reny, Esq., and Nathan T. Riordan, Esq., at Wenokur Riordan PLLC, serve as the Debtor's bankruptcy counsel. The official committee of unsecured creditors tapped Cairncross & Hempelmann, P.S., as counsel. 5 STAR INVESTMENT: Trustee Selling Elkhart Property for $20K ------------------------------------------------------------ Douglas R. Adelsperger, Trustee of 5 Star Investment Group, LLC, and affiliates, asks the U.S. Bankruptcy Court for the Northern District of Indiana to authorize the private sale of real property commonly known as 420 Plum Street, Elkhart, Elkhart County, Indiana to SLM Management, LLC for $20,000. Prior to the Petition Date, 5 Star Investment Group V, LLC, was the sole owner of the Real Estate. The Real Estate is subject to a tax lien for delinquent real estate taxes that have accrued for 2015 through 2016 and real estate taxes that will accrue for 2017. It is also subject to these Investor Mortgages: a. A first priority mortgage in favor of Amos and Rebecca Miller dated Nov. 18, 2011. The Miller Mortgage was recorded on Nov. 23, 2011 in the Office of the Recorder of Elkhart County, Indiana, as Instrument No. 2011-022174. b. A second priority mortgage in favor of The 1984 Revocable Trust of Rosa Schwartz dated Nov. 18, 2011. The Schwartz Mortgage was recorded on Nov. 23, 2011 in the Office of the Recorder of Elkhart County, Indiana, as Instrument No. 2011-022175 and rerecorded on Dec. 10, 2013, as Instrument No. 2013-29360. c. A third priority mortgage in favor William and Susie Hilty dated April 30, 2012. The Hilty Mortgage was recorded on May 9, 2012 in the Office of the Recorder of Elkhart County, Indiana, as Instrument No. 2012-010435. On Oct. 24, 2017, pursuant to the sole efforts of the Tiffany Group, the Trustee entered into the Purchase Agreement for the sale of the Real Estate to the Purchaser for the total purchase price of $20,000. The urchase Agreement provides for the sale of the Real Estate, free and clear of all liens, encumbrances, claims and interests. It also provides that any portion of the Tax Lien that represents delinquent real estate taxes, including real estate taxes that have accrued for 2015 through 2016, will be paid in full at closing. In addition, the Purchase Agreement provides that any portion of the Tax Lien that represents real estate taxes for 2017 will be prorated as of the date immediately prior to the date of closing. Further, it provides that any other special assessment liens, utilities, water and sewer charges and any other charges customarily prorated in similar transactions will be prorated as of the date immediately prior to the date of closing. A copy of the Purchase Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/5_Star_1053_Sales.pdf Although the Trustee is still in the process of liquidating the assets of the Consolidated Bankruptcy Estate, it appears that the assets will fall short of paying the plethora of claimants. Unfortunately, under these circumstances, no distribution method can possibly compensate all the investors/creditors fully for their losses. In order to ensure the fair and equitable treatment of all investors/creditors in these bankruptcy cases, the Trustee proposes to sell all real estate free and clear of investor mortgages, with the liens to attach to the proceeds until further order of the Court. The Trustee anticipates that the resolution of how the funds should be distributed will be raised in the future pursuant to either a chapter 11 plan and/or separate actions. At such time, all parties can be heard on how the proceeds from the sale of the Real Estate secured by the Investor Mortgages should be distributed. The Trustee submits that the proposed sale pursuant to the Purchase Agreement will accomplish a "sound business purpose" and will result in the maximized value for the Real Estate. The Trustee believes, based on the advice of the Tiffany Group, that the purchase price of $20,000 reflects the combined fair market value of the Real Estate, and it therefore maximizes recovery. Accordingly, the Trustee asks the Court to enter an Order authorizing him, on behalf of the Consolidated Bankruptcy Estates, to (a) sell the Real Estate to the Purchaser pursuant to the terms and conditions of the Purchase Agreement free and clear of all liens, encumbrances, claims and interests; (b) disburse from the sale proceeds to pay (i) the costs and expenses of the sale, including the commission owed to Tiffany Group (approximately $1,000); (ii) all real estate taxes and assessments outstanding and unpaid at the time of the sale, including the Tax Lien; and (iii) the prorated portions for any other special assessment liens, utilities, water and sewer charges and any other charges customarily prorated in similar transactions; and (c) retain the excess proceeds from the sale until further order of the Court. The Trustee asks the Court to waive the requirements of Bankruptcy Rule 6004(h) in order to allow the Trustee to timely and expeditiously consummate the proposed sale. The Purchaser: SLM MANAGEMENT, LLC P.O. Box 855 Bristol, IN 46204 - and - Frank D. Messa Registered Agent 51194 CR 3 Elkhart, IN 46514 About 5 Star Investment Group On Nov. 5, 2015, the U.S. Securities Exchange Commission ("SEC") filed a complaint against Earl D. Miller, 5 Star Capital Fund, LLC and 5 Star Commercial, LLC, in the United States District Court for the Northern District of Indiana, Hammond Division ("SEC Action"). In its complaint, the SEC alleged that Miller, 5 Star Capital Fund, and 5 Star Commercial defrauded at least 70 investors from whom they raised funds of at least $3,900,000. Additionally, on Nov. 5, 2015, the SEC obtained an ex parte temporary restraining Order, asset freeze and other emergency relief in the SEC Action. 5 Star Investment Group and its 10 affiliates owned by Eardl D. Miller sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ind. Lead Case No. 16-30078) on Jan. 25, 2016. 5 Star estimated its assets at up to $50,000 and its liabilities between $1 million and $10 million. The Debtors' counsel was Katherine C. O'Malley, Esq., at Cozen O'Connor, in Chicago, Illinois. The cases are assigned to Judge Harry C. Dees, Jr. On Feb. 29, 2016, Douglas R. Adelsperger was appointed as Chapter 11 trustee in each of the bankruptcy cases. On March 23, 2016, the Court entered an order consolidating the bankruptcy cases for purposes of administration only. On June 24, 2016, the Court entered its agreed order granting the Trustee's Motion for substantive consolidation, substantively consolidating the Debtors' bankruptcy cases for all postpetition matters and purposes, effective as of the Petition Date, and deeming that all assets and liabilities of the bankruptcy cases to be consolidated into one bankruptcy estate, to be administered in accordance with the Bankruptcy Code under the jurisdiction of the Court ("Consolidated Bankruptcy Estate"). On July 21, 2016, the Court entered order granting application to employ Tiffany Group Real Estate Advisors, LLC, as the bankruptcy estates' broker. Meredith R. Theisen, Esq., Deborah J. Caruso, Esq., John C. Hoard, Esq., James E. Rossow, Jr., Esq., and Meredith R. Theisen, Esq., in Rubin & Levin, P.C., in Indianapolis, Indiana, serve as counsel to the Trustee. 6635 W OQUENDO: Hires Hunter Parker as Bankruptcy Counsel --------------------------------------------------------- 6635 W Oquendo LLC, seeks authority from the U.S. Bankruptcy Court for the District of Nevada to employ Hunter Parker, LLC, as attorney to the Debtor. 6635 W Oquendo requires Hunter Parker to: (a) examine and prepare records and reports as required by the Bankruptcy Code, Federal Rules of Bankruptcy Procedure and Local Bankruptcy Rules; (b) prepare applications and proposed orders to be submitted to the Court; (c) identify and prosecute claims of action assertable by the Debtor on behalf of the estate herein; (d) examine proofs of claim anticipated to be filed herein and the possible prosecution of objections to certain of such claims; (e) advise the Debtors and prepare documents in connection with the contemplated ongoing operation of the Debtors business, if any; (f) assist and advise the Debtors in performing other official functions as set forth in Section 521, et seq., of the Bankruptcy Code; and (g) advise and prepare a Plan of Reorganization, Disclosure Statement, and related documents, and confirmation of said Plan, as provided in Section 1101, et seq., of the Bankruptcy Code. Hunter Parker will be paid at these hourly rates: Attorneys $450 Legal Assistants $175-$275 Pre-petition, Hunter Parker received the amount of $12,000, which $1,717 was used to pay for the filing fee. Hunter Parker will also be reimbursed for reasonable out-of-pocket expenses incurred. Andrew J. Van Ness, partner of Hunter Parker, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Hunter Parker can be reached at: Andrew J. Van Ness, Esq. HUNTER PARKER, LLC 3815 S Jones Blvd, STE 1A Las Vegas, NV 89103 Tel: (702) 686-9297 E-mail: hunterparkerllc@gmail.com About 6635 W Oquendo LLC 6635 W Oquendo LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 17-15953) on November 6, 2017. The Debtor hired Andrew J. Van Ness, partner of Hunter Parker, LLC, as counsel. 99 CENTS: S&P Cuts CCR to 'SD' Amid 1st Lien Loan Amendment ----------------------------------------------------------- S&P Global Ratings, on Nov. 8, 2017, lowered its corporate credit rating on U.S.-based 99 Cents Only Stores LLC to 'SD' from 'CC'. At the same time, S&P lowered the issue-level rating on the company's first-lien term loan due 2019 to 'D' from 'CC'. S&P also lowered the issue-level rating on the company's senior unsecured notes to 'CC' from 'CCC-'. The downgrade follows 99 Cents Only's completed amendment of its first-lien term loan. Pursuant to the amendment, the company will pay cash interest of L+500 basis points and payment-in-kind (PIK) interest of 150 basis points on $434 million of its new first-lien term debt that matures Jan. 13, 2022, and PIK interest of 850 basis points on $130 million of its new second-lien term debt maturing 91 days outside of the extended first-lien term loan. The maturity of the first-lien term loan will spring to June 1, 2019 if less than 95% of the senior unsecured note principal is not refinanced in full on or before three business days prior to June 1, 2019. We view this amendment as tantamount to a default given lenders will receive less than they were originally promised under the original credit agreement due to the three-year maturity extension and because of the company's distressed financial condition. Certain lenders did not consent to the amendment, leaving approximately $26 million of first-lien term debt outstanding that matures Jan. 13, 2019. 99 CENTS: S&P Hikes Rating on 2019 First-Lien Term Loan to 'CC' --------------------------------------------------------------- S&P Global Ratings, on Nov. 9, 2017, assigned its 'CC' issue-level and '3' recovery ratings to U.S.-based dollar store chain 99 Cents Only Stores LLC's new first-lien term loan due 2022 (subject to a springing feature). The rating is on CreditWatch with positive implications. The company is using the new term loan, in conjunction with a new $130 million second-lien term loan, to refinance the company's existing first-lien term loan due 2019. S&P said, "At the same time, we raised the rating on the company's existing first-lien term loan due 2019 to 'CC' from 'D' as a stub portion remains outstanding, and placed the rating on CreditWatch with positive implications following the company's completed amendment. We also revised the recovery rating to '3' from '4'. The '3' recovery rating on the company's first-lien term debt reflects our expectation for meaningful (50%-70%; rounded estimate: 60%) recovery in the event of a payment default. "We believe 99 Cents Only's announced separate exchange offer for its senior unsecured notes will constitute a distressed exchange if completed as planned and therefore, we lowered the rating to 'CC' on Nov. 8. The offer is set to expire on Dec. 7, 2017. Given our view of the likelihood and timing of a distressed exchange occurring in the near term, the corporate credit rating remains 'SD' at this time. We expect to review our corporate credit and issue-level ratings on 99 Cents Only following the completion of the exchange offer, at which time we will reassess the company's revised capital structure and liquidity." RATINGS LIST 99 Cents Only Stores LLC Corporate Credit Rating SD/--/-- Issue-Level Ratings Raised; CreditWatch Action; Recovery Rating Revised To From Senior Secured CC/Watch POS D Recovery Rating 3(60%) 4(40%) New Ratings 99 Cents Only Stores LLC Senior Secured CC/Watch POS USD433.990 mil First Lien Term Loan due 2022 Recovery Rating 3(60%) A QUIVER FULL: Profits and Earnings to Fund Proposed Plan --------------------------------------------------------- A Quiver Full, Inc. filed with the U.S. Bankruptcy Court for the Northern District of Georgia a disclosure statement in connection with its plan of reorganization. The Plan divides creditors into four separate classes and proposes payment to each class out of future earnings of the Reorganized Company. Class 3 consists of the Allowed Secured Claim of American Express Co and Class 4 consists of all Allowed Unsecured Claims. The Debtor's Plan contemplates continued marketing and sale of Debtor's product line, principally the Frosty Towel product to national and regional companies like Disney World, Six Flags, Carowinds, SMI Properties, NASCAR, Big Rock Sports and many independent retailers throughout North American, Central America and the Caribbean. Payments under the Plan will be made by Debtor from profits and earnings of the company post-confirmation. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/ganb16-66793-97.pdf About A Quiver Full A Quiver Full owns and operates a marketing and sales of specialty goods business at 2715 Arbor Hill Road, Canton, GA 30115. Its primary business is marketing and selling patented, self-cooling towels to blue-chip retailers, including some of the nation's largest amusement parks. A Quiver Full, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 16-66793) on September 23, 2016. The petition was signed by Jeff Whitmire, authorized representative. The Debtor is represented by William A. Rountree, Esq., at Macey, Wilensky & Hennings, LLC. At the time of the filing, the Debtor estimated assets and liabilities of less than $500,000. ACCURATE RECOVERY: Taps Jason Shinn as Special Counsel ------------------------------------------------------ Accurate Recovery of Michigan LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to retain Jason Shinn, Esq., as its special counsel. Mr. Shinn currently represents the Debtor in a case captioned Michigan Recovery Services, Inc. v. Trevor Fitting, et al. (Case No. 15-028394) in the Saginaw County Business Court. A judgment has been entered against the Debtor in the case and Mr. Shinn will be filing an appeal of the judgment. The Debtor will pay the attorney an hourly fee of $225 for his services. Mr. Shinn is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code, according to court filings. About Accurate Recovery of Michigan Accurate Recovery of Michigan LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 17-22159) on October 26, 2017. Trevor Fiting, 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 less than $500,000. ACCURATE RECOVERY: Taps Winegarden Haley as Legal Counsel --------------------------------------------------------- Accurate Recovery of Michigan LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to hire Winegarden, Haley, Lindholm & Robertson, P.L.C. as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code and will provide other legal services related to its Chapter 11 case. Winegarden holds the sum of $6,503 as a retainer for its services. The firm can be reached through: Zachary R. Tucker, Esq. Winegarden, Haley, Lindholm & Robertson, P.L.C. 9460 S. Saginaw Road, Suite A Grand Blanc, MI 48439 Phone: (810) 579-3600 Email: ztucker@winegarden-law.com About Accurate Recovery of Michigan Accurate Recovery of Michigan LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 17-22159) on October 26, 2017. Trevor Fiting, 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 less than $500,000. ACHAOGEN INC: Incurs $29.9 Million Net Loss in Third Quarter ------------------------------------------------------------ Achaogen, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss of $29.90 million on $577,000 of contract revenue for the three months ended Sept. 30, 2017, compared to a net loss of $11.03 million on $16.04 million of contract revenue for the three months ended Sept. 30, 2016. For the nine months ended Sept. 30, 2017, Achaogen reported a net loss of $89.23 million on $9.30 million of contract revenue compared to a net loss of $41.50 million on $31.03 million of contract revenue for the same period a year ago. As of Sept. 30, 2017, Achaogen had $230.09 million in total assets, $66.81 million in total liabilities, $10 million in contingently redeemable common stock and $153.28 million in total stockholders' equity. Unrestricted cash, cash equivalents and short-term investments totaled $199.4 million at Sept. 30, 2017, compared to $145.9 million at Dec. 31, 2016. Contract revenue totaled $0.6 million for the third quarter of 2017 compared to $16.0 million for the same period of 2016. The decrease in contract revenue during the quarter was primarily due to lower BARDA contract revenues. As of Sept. 30, 2017, $12.0 million remains on the BARDA C-Scape contract. Achaogen derived all of its revenue from funding provided under Gates Foundation and U.S. government contracts in connection with the research and development of product candidates. Research and development expenses were $25.3 million for the third quarter of 2017 compared to $20.5 million reported for the same period in 2016. The increase in R&D expenses during the quarter were attributable to increased investment in C-Scape and other early research programs, offset by decreases in the plazomicin program, and an increase in personnel and facilities related costs. General and administrative expenses were $11.8 million for the third quarter of 2017 compared to $4.5 million for the same period in 2016. The increase in G&A expenses during the quarter was primarily attributable to the increased personnel and professional service related costs as we expand our operations and corporate footprint in preparation for plazomicin launch. Change in warrant and derivative liabilities was $6.8 million gain for the third quarter of 2017 compared to $1.5 million loss for the same period in 2016. The increase was primarily related to non-cash gain for the revaluation of warrants issued in the private placement of common stock and warrants to purchase common stock in June 2016. As of Sept. 30, 2017, there were approximately 42.4 million shares of common stock outstanding. Clinical Development Activities Update Plazomicin has successfully completed two Phase 3 clinical trials and the Company has submitted a New Drug Application (NDA) to the Food and Drug Administration (FDA). Achaogen plans to submit a Marketing Authorization Application (MAA) to the European Medicines Agency (EMA) in 2018. The EPIC (Evaluating Plazomicin In cUTI) trial is expected to serve as a single Phase 3 trial supporting an NDA for plazomicin in the United States and an MAA in the European Union. The second study, the Phase 3 CARE (Combating Antibiotic Resistant Enterobacteriaceae) trial was a resistant pathogen trial designed to evaluate the efficacy and safety of plazomicin in patients with serious bacterial infections due to carbapenem-resistant Enterobacteriaceae (CRE) and provides additional data supporting the NDA and plazomicin therapy in these patients. "Submission of the plazomicin NDA was our top priority for 2017 and we are pleased to have completed this milestone towards potentially making plazomicin available for patients. For plazomicin in 2018, our focus will be on achieving commercial readiness for its potential launch in the U.S., and submitting the Marketing Authorization Application (MAA) in the European Union," said Kenneth Hillan, M.B. Ch.B., Achaogen's chief executive officer. "With C-Scape, our orally-administered antibacterial candidate, we expect top line results from the ongoing Phase 1 clinical trial by the end of this year and to initiate Phase 3 in 2018." Other Corporate Announcements The Company added Liz Bhatt as chief business officer to the executive management team. The Company discontinued LpxC inhibitor program research and development efforts. A full-text copy of the Form 10-Q is available for free at: https://is.gd/bg0ONG About Achaogen, Inc. South San Francisco, California-based Achaogen, Inc. -- http://www.achaogen.com/-- is a clinical-stage biopharmaceutical company passionately committed to the discovery, development, and commercialization of novel antibacterials to treat multi-drug resistant gram-negative infections. The Company is developing plazomicin, its lead product candidate, for the treatment of serious bacterial infections due to MDR Enterobacteriaceae, including carbapenem-resistant Enterobacteriaceae. In 2013, the Centers for Disease Control and Prevention identified CRE as a "nightmare bacteria" and an immediate public health threat that requires "urgent and aggressive action." Achaogen reported a net loss of $71.22 million in 2016, a net loss of $27.09 million in 2015, and a net loss of $20.17 million in 2014. ACHAOGEN INC: May Issue 450,000 Shares Under 2014 Incentive Plan ---------------------------------------------------------------- Achaogen, Inc., filed a Form S-8 registration statement with the Securities and Exchange Commission to register an additional 450,000 shares of common stock issuable under the Company's 2014 Employment Commencement Incentive Plan. A full-text copy of the prospectus is available for free at https://is.gd/iM9vXQ About Achaogen, Inc. South San Francisco, California-based Achaogen, Inc. -- http://www.achaogen.com/-- is a clinical-stage biopharmaceutical company passionately committed to the discovery, development, and commercialization of novel antibacterials to treat multi-drug resistant gram-negative infections. The Company is developing plazomicin, its lead product candidate, for the treatment of serious bacterial infections due to MDR Enterobacteriaceae, including carbapenem-resistant Enterobacteriaceae. In 2013, the Centers for Disease Control and Prevention identified CRE as a "nightmare bacteria" and an immediate public health threat that requires "urgent and aggressive action." Achaogen reported a net loss of $71.22 million in 2016, a net loss of $27.09 million in 2015, and a net loss of $20.17 million in 2014. As of Sept. 30, 2017, Achaogen had $230.09 million in total assets, $66.81 million in total liabilities, $10 million in contingently redeemable common stock and $153.28 million in total stockholders' equity. ACI CONCRETE: Proposes Private Sale of 3 Vehicles to D&D for $375K ------------------------------------------------------------------ ACI Concrete Placement of Kansas, LLC, and its debtor-affiliates, ask the U.S. Bankruptcy Court for the District of Kansas to authorize the private sale of three vehicles to D&D Ready Mix, LLC for a total purchase price of $375,000. All Debtors have pledged various assets to secured lender Equity Bank. The assets have been cross-collateralized with Loan Agreements and Lines of Credit. The five Debtors are subject to the Second Interim Cash Collateral Order that has been entered by the Court. On Oct. 24, 2017, the Debtors filed a Motion to Establish a Sales Procedure through which they sought to establish a procedure to sell 12 identified vehicles through agreement with Equity Bank. The Sales Procedure Motion was designed to expedite vehicle sales without unnecessary Court involvement. On Oct. 31, 2017, the Debtors were approached by the Purchaser for the possible sale of three vehicles not previously identified with the Motion for Sales Procedure. Equity Bank is secured in all three Vehicles. The proposed sale would be for a total of $375,000 with $7,500 in Commission Costs with $367,500 being paid to Equity Bank as payment on its secured claim. The sale would be free and clear of all liens, claim, interests and encumbrances, with such liens, claims, interests and encumbrances to attach to the proceeds of the sale of the assets. Through negotiations with the Counsel, Equity Bank gave its approval for the sale on Nov. 3, 2017. The $375,000 was wired to the Debtors' counsel on Nov. 7, 2017 and is currently in the Counsel's Trust account. Upon approval of the Order approving the sale, the Net Funds will be paid forthwith to Equity Bank by the Debtors' counsel. Upon receipt of the Net Funds, Equity Bank will issue any necessary lien releases to facilitate the transfer of title. The Debtors have determined that the private sale of the Vehicles to the Purchaser is the best way to maximize its value. Maximizing its value is a sound business purpose and gives this Court justification to authorize the sale. About ACI Concrete Placement Founded in 2007, ACI Concrete Placement provides concrete pumping and telebelt material placement. In addition to its traditional concrete placement services, ACI specializes in slip form concrete placement and separate placing booms. It owns a fleet of over 55 machines for slope paving, indoor pumping, and small set up areas, small line and grout pumps and truck mounted conveyors, etc. ACI Concrete is headquartered in Spring Hill, Kansas, with additional locations in Nebraska, Missouri, and Oklahoma. ACI-Kansas is wholly owned by debtor KOK Holdings, LLC. ACI-Oklahoma, an Oklahoma Limited Liability Company headquartered in Kansas, owned by: Lawrence Kaminsky who owns 70% of the company and Matthew Kaminsky who owns 30% of the company. ACI-Lincoln, a Nebraska Limited Liability Company headquartered in Kansas, owned by: Lawrence Kaminsky who owns 70% of the company and Matthew Kaminsky who owns 30% of the company. KOK is owned by: Lawrence Kaminsky who owns 50% of the company and Matthew Kaminsky who owns 50% of the company. OKK is wholly owned by the Debtor KOK Holdings, LLC. ACI-Kansas, ACI-Oklahoma and ACI-Lincoln function as concrete pouring companies in their respective states. OKK serves as the common equipment ownership company for all ACI companies. KOK serves as the parent holding company of the various companies and also functions as the payroll processor for the related ACI companies. The same management structure operates all five Debtors and their operations are centrally located in Spring Hill, Kansas. ACI Concrete Placement of Kansas LLC, ACI Concrete Placement of Lincoln LLC, ACI Concrete Placement of Oklahoma LLC, OKK Equipment LLC and KOK Holdings LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Kansas Case Nos. 17-21770 to 17-21774) on Sept. 14, 2017. Matthew Kaminsky, COO, signed the petitions. The Debtors have filed motion to jointly administer their cases, which is currently pending before the Court. At the time of the filing, ACI Kansas disclosed $1.06 million in assets and $8.4 million in liabilities. Judge Dale L. Somers presides over the cases. Bradley D. McCormack, Esq., at the Sader Law Firm, serves as the Debtors' bankruptcy counsel. No trustee or examiner has been appointed, and no committee of unsecured creditors or equity holders has been established. AEROGROUP INT'L: Sets Bid Procedures for All Assets --------------------------------------------------- Aerogroup International, Inc., and affiliates ask the U.S. Bankruptcy Court for the District of Delaware to authorize the bid procedures in connection with the sale of all or substantially all of their assets at auction. A hearing on the Motion is set for Nov. 28, 2017 at 1:00 p.m. (ET). Objection deadline is Nov. 21, 2017 at 4:00 p.m. (ET). Prior to and throughout these Chapter 11 Cases, the Debtors, with the assistance of their investment banking firm, Piper Jaffray & Co., have explored all possible options available to the Company, including potential partnerships and sources of capital funding, as well as a sale of the Company as a going concern or a sale of Assets of the Company for liquidation purposes. Piper Jaffray has sought offers in various forms in response to the marketing process. On Oct. 24, 2017, the Debtors filed the Debtors' Joint Plan of Reorganization. The Plan provides for either (i) the reorganization of the Debtors' business in connection with the completion of one or more licensing transactions and a sale of their remaining assets ("Non-IP Assets") not required in connection with the go forward business; or (ii) the sale of Assets through one or more sales under section 363 of the Bankruptcy Code and the appointment of a plan administrator for purposes of distributing all proceeds of such sale(s) ("Liquidation Scenario"). They propose the Bid Procedures for purposes of the sale of their assets as a complement to the Reorganization (i.e., the sale of the Non-IP Assets) or as a means of implementing the Liquidation Scenario. The Bid Procedures are designed to generate the greatest level of interest and the highest or otherwise best offer for the assets, including, without limitation, the Debtors' inventory, accounts receivable, deposits, fixtures, furniture and equipment, customer lists, intellectual property, non-residential real property leasehold interests ("Commercial Leases"), interests in unexpired contracts and leases other than Commercial Leases ("Other Executory Contracts") and any other available assets. Consistent with the marketing process the Debtors and Piper Jaffray engaged in prior to and during these Chapter 11 Cases, the Bid Procedures intend to solicit (i) offers to purchase some or all of their ecommerce, wholesale and/or first cost business lines as going concerns, (ii) offers to purchase all or a portion of the Debtors' assets for liquidation purposes, and (iii) offers for some combination of a going concern and liquidation sale, including offers to purchase the Non-IP Assets in connection with the Reorganization. The salient terms of the Bidding Procedures are: a. Bid Deadline: Dec. 6, 2017 at 5:00 p.m. (ET) b. A Bidder must identifies the Assets (or the portion thereof) to be purchased, including (x) whether the bid contemplates a liquidation or operating any or all of the Debtors' business lines as going concerns, and (y) any Executory Contracts that would be assumed and assigned in connection with the proposed transaction. c. Good Faith Deposit: 10% of the proposed purchase price d. Auction: If more than one Qualified Bid is received with respect to the Sale, the Debtors will conduct an auction at the offices of Ropes & Gray LLP, 1211 Avenue of the Americas, New York, NY 10036 on Dec. 12, 2017 at 10:00 a.m. (ET) e. The bidding will begin initially with the highest Qualified Bid and subsequently continue in minimum increments that will be announced by the Debtors. f. Credit Bidding: Qualified Bidders may credit bid some or all of their claims to the full extent permitted by section 363(k) of the Bankruptcy Code. g. Adequate Assurance Objection Deadline: Dec. 13, 2017 at 4:00 p.m. (ET) h. Sale Hearing: Dec. 14, 2017 at 10:00 a.m. (ET) i. Terms: Free and clear of all liens, claims, and encumbrances, with such liens, claims, and encumbrances attaching to the proceeds of the sale of the Assets A copy of the Bid Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/Aerogroup_International_248_Sales.pdf Within one day after the entry of the Bid Procedures Order, the Debtors will serve the Sale Notice upon all Notice Parties. The Sale Objection Deadline is Dec. 11, 2017 at 4:00 p.m. (ET). As part of the Sale, the Debtors ask authority to potentially assume and assign the Executory Contracts to the Successful Bidder(s). With respect to the Other Executory Contracts, no later than Dec. 1, 2017, the Debtors will file with the Court and serve on each party to an Other Executory Contract the Other Executory Contract Cure Notice. The Cure Objection Deadline is Dec. 11, 2017 at 4:00 p.m. (ET). The Adequate Assurance Objection Deadline is Dec. 13, 2017 at 4:00 p.m. (ET). The Debtors have determined that their best opportunity to maximize creditor recoveries is to sell the Assets as part of the Liquidation Scenario or sell the Non-IP Assets in connection with the Reorganization. Accordingly, it is a valid exercise of their business judgment to seek approval the transaction for the Sale of their Assets. The Debtor asks a waiver of the provisions of Local Rule 6004-1 to the extent applicable and of the automatic 14-day stay under Bankruptcy Rules 6004(h) and 6006(d). Piper Jaffray can be reached at: PIPER JAFFRAY & CO. Attn: Richard Shinder 345 Park Avenue, Suite 1200 New York, NY 10154 E-mail: Richard.j.shinder@pjc.com About Aerogroup International Inc. Aerogroup International, Inc. -- http://www.aerosales.com/-- was established in 1987 through a buyout of the What's What division of Kenneth Cole. Doing business as Aerosoles, the company is a New Jersey-based women's footwear brand offering a wide array of footwear, including heels, flats, wedges, boots and sandals that appeal to broad consumer tastes. With plans to close 74 of 78 stores they are operating, Aerogroup International, 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. 17-11962) on Sept. 15, 2017. The cases are pending before the Honorable Kevin J. Carey. Aerosoles disclosed $73 million in assets and $109 million in liabilities as of the Petition Date. Aerosoles' legal advisor in connection with the restructuring is Ropes & Gray LLP. The Debtors hired Bayard, P.A. as co-counsel; Berkeley Research Group, LLC as restructuring advisor; and EisnerAmper, LLC, as accountant. Hilco Merchant Resources is assisting on store closings. Prime Clerk LLC is the claims and noticing agent. On Sept. 26, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. No trustee or examiner has been appointed. On Oct. 24, 2017, the Debtors filed the Debtors' Joint Plan of Reorganization. ALBERTSONS COS: S&P Alters Outlook to Neg. on Slow Deleveraging --------------------------------------------------------------- S&P Global Ratings said it revised its outlook on Boise, Idaho-based Albertsons Cos. LLC (ACL) to negative from stable and affirmed the 'B+' corporate credit rating. S&P said, "The outlook revision reflects our view that ACL's credit metrics may not improve to the levels we previously anticipated (including leverage near the high-5x range by fiscal-year-end 2017), as difficult industry conditions continue to challenge the company's operating results, impeding its ability to deleverage through earnings growth or cash generation. The rating reflects our belief that ACL's scale as the third-largest food retailer in the U.S. provides a meaningful competitive advantage, but its substantial debt burden limits its financial flexibility. "The negative outlook on ACL indicates a higher likelihood that we could lower our ratings over the next 12 months if competitive pressures continue to weigh on the company's operating results and cash flow and efforts to pay down debt are delayed, causing credit metrics to remain near recent levels. "We could lower our rating on ACL over the next 12 months if we believe adjusted leverage will remain above 6x on a sustained basis. For this to occur, we would expect ACL's performance trends to remain soft, including flat to negative identical store sales, compressed margins, and under achieved synergy realization. We could also take a negative rating action if the company's financial sponsors incur additional debt to fund a material acquisition or dividend, which we do not expect in the near term. "We could revise the outlook back to stable if credit metrics strengthen, including leverage improving to mid-5x , either through earnings growth and or debt repayment. We would also need to see improving operating results, including positive identical store sales, stabilizing margins and free cash flow of around $500 million." ANITA LAL: Sale of Interest in Demised Property or 234 Auto Denied ------------------------------------------------------------------ Judge Brian F. Kenney of the U.S. Bankruptcy Court for the Eastern District of Virginia denied Anita Lal's second omnibus motion to sell her 50% interest in a lease for the commercial premises located at 14843 Dumfries Road, Manassas, Virginia ("Demised Premises") and the assets located upon the Demised Premises, or in the alternative, her 50% membership interest in 234 Auto & Truck Salvage Yard, LLC at auction. The Court had previously entered an Order denying the Debtor's first Motion to Sell. Her current Motion to Sell fails to address any of the standards for reconsideration of a prior order. In fact, her second Motion to Sell is identical to her first Motion to Sell. The Debtor simply refiled the same motion that was already denied, attempting, in essence, to relitigate a matter previously heard by the Court. Moreover, as the Court found at the hearing, the Motion sought to sell the assets of a nondebtor party, 234 Auto, LLC, which is not contemplated by Section 363. The Debtor further cannot employ Section 363(h) because she does not own her membership interest jointly with Ms. Adeela Ahmad. Anita Lal sought Chapter 11 protection (Bankr. E.D. Va. Case No. 17-12444) on July 14, 2017. The Debtor tapped John P. Forest, II, Esq., at StahlZelloe, P.C. as counsel. APPALACHIAN LIGHTING: Hires Robert Lampl as Counsel --------------------------------------------------- Appalachian Lighting Systems, Inc., a/k/a Alled, seeks authority from the U.S. Bankruptcy Court for the Western District of Pennsylvania to employ Law Office of Robert O Lampl, as attorneys to the Debtor. Appalachian Lighting requires Robert O Lampl Law to: a. assist in the administration of the Debtor's Estate and to represent the Debtor on matters involving legal issues that are present or are likely to arise in the case; b. prepare any legal documentation on behalf of the Debtor, to review reports for legal sufficiency; c. furnish information on legal matters regarding legal actions and consequences; and d. provide all necessary legal services connected with Chapter 11 proceedings including the prosecution and defense of any adversary proceedings. Robert Lampl will be paid at these hourly rates: Robert O Lampl $450 John P. Lacher $300 David L. Fuchs $375 Ryan J. Cooney $275 Paralegal $150 Robert Lampl will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert O Lampl, member of the Law Office of Robert Lampl, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Robert Lampl can be reached at: Robert O Lampl, Esq. John P. Lacher, Esq. David L. Fuchs, Esq. Ryan J. Cooney, Esq. LAW OFFICE OF ROBERT LAMPL 960 Penn Avenue, Suite 1200 Pittsburgh, PA 15222 Tel: (412) 392-0330 Fax: (412) 392-0335 E-mail: rlampl@lampllaw.com About Appalachian Lighting Systems, Inc. Founded in 2007, Appalachian Lighting Systems, Inc. -- http://www.alled.co/-- specializes in the development and manufacturing process of solid-state lighting (SSL). The company makes solid-state lighting solutions for small and large area outdoor/indoor applications including parking garage/lot, street/area and high/low bay and much more. These fixtures are engineered to deliver at least 150,000 hours of maintenance-free operation and to provide 70 to 90 percent energy savings compared to the traditional lights they replace. The company is based in Ellwood City, PA, where it designs, engineers and manufactures its product. Appalachian Lighting Systems, Inc., based in Ellwood City, PA, filed a Chapter 11 petition (Bankr. W.D. Pa. Case No. 17-24454) on November 3, 2017. The Hon. Gregory L. Taddonio presides over the case. Robert O Lampl, Esq., at the Law Office of Robert Lampl, serves as bankruptcy counsel. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by James J. Wassel, president. ARMSTRONG ENERGY: U.S. Trustee Forms 5-Member Committee ------------------------------------------------------- The Office of the U.S. Trustee on Nov. 8 appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Armstrong Energy, Inc., and its affiliates. The committee members are: (1) Tom Moosbrugger Wabash Marine, Inc. P.O. Box 287 Sturgis, KY 42457-0287 (2) Joseph Yoerg, CFO Whayne Supply Company 1400 Cecil Avenue Louisville, KY 40211 (3) Kevin Clayton Royal Brass and Hose 2856 Anton Road Madisonville, KY 42431 (4) Johnny Sturgill UGM Addcar Systems, LLC No. 1 HWM Drive Ashland, KY 41102 (5) Jeffrey Droubay Mine Equipment & Mill Supply Co. 2795 E. Cottonwood Pkwy, Suite 500 Salt Lake City, UT 84121 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 Armstrong Energy Inc. Armstrong Energy, Inc., through its 100% wholly owned subsidiary Armstrong Coal Company, Inc., is a producer of steam coal in the Illinois Basin. Armstrong -- http://www.armstrongenergyinc.com/-- controls over 565 million tons of proven and probable coal reserves and operates five mines in Western Kentucky. Armstrong ships coal to utilities via rail, truck and barge and has the capability to provide low cost custom blend coal to fuel virtually any electric power plant in the Midwest and Southeast regions of the nation. The Company employs approximately 600 individuals on a full-time basis. Armstrong Energy and eight affiliates, including Armstrong Coal Company, Inc. sought Chapter 11 protection (Bankr. E.D. Mo. Lead Case No. 17-47541) on Nov. 1, 2017, after reaching a plan that would transfer assets to the Company's senior bondholders and Knight Hawk Holdings, LLC, in exchange for a $90 million credit bid. As of June 30, 2017, Armstrong Energy had $308.95 million in total assets, $435.3 million in total liabilities and a total stockholders' deficit of $126.3 million. The Hon. Kathy A. Surratt-States is the case judge. The Debtors tapped Kirkland & Ellis LLP as bankruptcy counsel; Armstrong Teasdale LLP as local counsel; Maeva Group, LLC, as financial advisor; FTI Consulting, Inc., as restructuring advisor; and Donlin, Recano & Company, Inc., as claims and noticing agent. The Supporting Holders tapped Paul, Weiss, Houlihan and Carmody MacDonald P.C. as counsel; and Houlihan Lokey, Inc., as financial advisor. Knight Hawk tapped Jackson Kelly PLLC as counsel. Majority shareholder Rhino Resource Partners Holdings LLC is represented by Thompson & Knight LLP. Thoroughbred Resources, L.P., is represented by Willkie Farr & Gallagher LLP. ARROWHEAD SELF: Case Summary & 15 Unsecured Creditors ----------------------------------------------------- Debtor: Arrowhead Self Storage, LLC 7040 N Broadway Avenue Kansas City, MO 64118 Type of Business: Arrowhead Self Storage, LLC operates a self- storage facility in Kansas City, Missouri. The company offers for rent storage space on a short-term basis to tenants. Chapter 11 Petition Date: November 10, 2017 Case No.: 17-43057 Court: United States Bankruptcy Court Western District of Missouri (Kansas City) Judge: Hon. Dennis R. Dow Debtor's Counsel: Ronald S. Weiss, Esq. BERMAN DELEVE KUCHAN & CHAPMAN, LLC 1100 Main Street, Suite 2850 Kansas City, MO 64105 Tel: 816-471-5900 Fax: 816-842-9955 E-mail: rweiss@bdkc.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Susan I. Rose, member. A full-text copy of the petition, along with a list of of 15 unsecured creditors, is available for free at http://bankrupt.com/misc/mowb17-43057.pdf ATHENS INTERESTS: Court Conditionally OK's Disclosure Statement --------------------------------------------------------------- Judge Brenda T. Rhoades of the U.S. Bankruptcy Court for the Eastern District of Texas conditionally approved Athens Interests, LLC's small business disclosure statement to accompany its proposed chapter 11 plan of reorganization dated Oct. 31, 2017. Dec. 8, 2017, is fixed as the last day for filing written acceptances or rejections of the Debtor's proposed Chapter 11 plan which must be received by 5:00 p.m. (CDT). Dec. 6, 2017, is fixed as the last day for filing and serving written objections to final approval of the Debtor’s Disclosure Statement or confirmation of the Debtor's proposed Chapter 11 plan. The hearing to consider final approval of the Disclosure Statement and to consider the confirmation of the proposed Chapter 11 Plan is fixed and will be held on Dec. 12, 2017, at 9:30 a.m. in the Plano Bankruptcy Courtroom, 660 N. Central Expressway, Third Floor, Plano, Texas 75074. Under the plan, the allowed claims of class 7 unsecured creditors will be paid in full in 12 equal monthly payments commencing on the Effective Date. The Debtor believes the total of Class 7 creditors to be approximately $5,000. This class is impaired. The Debtor will sell its interest in the Athens Project to Maku Holdings, LLC, or its designee, including, without limitation, the 7 acres in Athens, Texas and the 50% interests in the Athens Project pursuant to the Agreement. Maku will pay the amount necessary to pay the Allowed Claims of Class 3 through 6. The Debtor's shareholder will contribute the funds necessary to pay the Class 7 creditors. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/txeb17-40693-25.pdf Athens Interests, LLC filed a Chapter 11 bankruptcy petition (Bankr. E.D. Tex. Case No. 17-40693) on April 3, 2017, listing under $1 million in both assets and liabilities. AVAYA INC: Creditor Seeks Appointment of Retirees' Committee ------------------------------------------------------------ Robert Emberger, a creditor of Avaya Inc. and its debtor-affiliates, asks the U.S. Bankruptcy Court for the Southern District of New York to establish an official committee of salaried retirees and appoint a counsel. The 830 salaried retirees of Avaya have general unsecured claims of over $80 million against the debtor and that $80 million is over 25% of all general unsecured claims. The interests of the Salaried Retirees are aligned with respect to the evaluating the methods and factors used by Avaya in calculating the present value of the Avaya supplemental pension plan. The interests of the Salaried Retirees are also aligned on OPEB issues. Mr. Emberger says that he requested that the Court appoint one or more Avaya Retirees, or representatives thereof, to the mediation process, on the basis that subsequent filings were likely to raise a conflict of interest within the Official Committee of Unsecured Creditors. The Court ruled that the interests of the Avaya Salaried Retirees would be adequately represented by the Committee in the mediation process. Subsequent to the hearing on Oct. 5, 2017, Mr. Emberger filed a motion to compel Avaya to disclose methodology and factors used in calculating its value for the supplemental pensions of Avaya Retirees. The Committee issued a response, saying that they take issue with Mr. Emberger's objections to the methodology in Avaya's supplemental disclosure. The Committee does not recognize the commonality of pension valuation and other post-employment issues across the entire sub-class of Avaya Salaried employees, suggesting that Mr. Emberger's issue (and by implication the issues of all Avaya Salaried Retirees) be adjudicated on a case by case basis "if and when the Debtors or any other party in interest objects to his proof of claim." The Committee opines that "the Committee's professionals concluded that the methodology used by the Debtors to calculate the ASPP claims appears to be reasonable, appropriate, and consistent with applicable law." The Committee acknowledges that taking a role to assist individual creditors (and by implication the sub-class of Avaya Salaried Retirees as a group) in prosecuting their claims against the Debtors estate "would present an inherent conflict of interest." In recognition of that inherent conflict of interest, Mr. Emberger requests the Court designate an Official Committee of Avaya Salaried Retirees as a separate subclass of Unsecured Creditors and that separate counsel be appointed for the purpose of establishing whether Avaya's valuation methodology fairly treats the subclass of Avaya Salaried retirees. Mr. Emberger states that a proposed counsel will be permitted to make motions and file plan objections. A copy of the Mr. Emberger's request is available at: http://bankrupt.com/misc/nysb17-10089-1460.pdf Mr. Emberger is available at: Robert Emberger 1032 Resolution Drive Bethlehem, Pennsylvania 18017 Tel: (484) 281-3744 E-mail: remberger@live.com About Avaya Inc. Avaya Inc. is a multinational company that provides communications products and services, including, telephone communications, internet telephony, wireless data communications, real-time video collaboration, contact centers, and customer relationship software to companies of various sizes. The Avaya Enterprise serves over 200,000 customers, consisting of multinational enterprises, small- and medium-sized businesses, and 911 services as well as government organizations operating in a diverse range of industries. It has approximately 9,700 employees worldwide as of Dec. 31, 2016. Avaya Inc. and 17 of its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 17-10089) on Jan. 19, 2017. The petitions were signed by Eric S. Koza, CFA, chief restructuring officer. Judge Stuart M. Bernstein presides over the cases. The Debtors have hired Kirkland & Ellis LLP as legal counsel; Centerview Partners LLC as investment banker; Zolfo Cooper LLC as restructuring advisor; PricewaterhouseCoopers LLP as auditor; KPMG LLP as tax and accountancy advisor; and The Siegfried Group, LLP, as financial services consultant. Prime Clerk LLC is their claims and noticing agent. On Jan. 31, 2017, the U.S. Trustee for Region 2, appointed an official committee of unsecured creditors. Morrison & Foerster is the creditors committee's counsel. On April 13, 2017, the Debtors filed their joint Chapter 11 plan of reorganization. Stroock & Stroock & Lavan LLP and Rothschild, Inc., serve as advisors to an ad hoc group -- Ad Hoc Crossholder Group -- comprised of holders of the Company's (i) 33.98% of the $3.235 billion total amount outstanding under loans issued pursuant to a Third Amended and Restated Credit Agreement, amended and restated as of December 12, 2012 (the "Prepetition Cash Flow Term Loans"); (ii) 28.38% of the $1.009 billion total principal amount outstanding under notes issued pursuant to an indenture for the 7.00% Senior Secured Notes Due 2019 (the "7.00% First Lien Notes"); (iii) 12.82% of the $290 million total principal amount outstanding under notes issued pursuant to an indenture for 9.00% Senior Secured Notes Due 2019 (the "9.00% First Lien Notes"); (iv) 83.70% of the $1.384 billion total amount outstanding under notes issued pursuant to an indenture for 10.5% Senior Secured Notes Due 2021 (the "Second Lien Notes"); and (v) 24% of the $725 million outstanding under loans issued under the Debtors' debtor-in-possession financing (the "DIP Facility") pursuant to a Superpriority Secured Debtor-In-Possession Credit Agreement, dated as of Jan. 24, 2017. B&G FOODS: Moody's Affirms B1 Corporate Family Rating ----------------------------------------------------- Moody's Investors Service affirmed the Corporate Family Rating (CFR) and Probability of Default Rating (PDR) for B&G Foods, Inc. of B1 and B1-PD, respectively, as well as the company's SGL-1 Speculative Grade Liquidity Rating. Moody's also upgraded its ratings for the company's existing senior unsecured notes ($700 million due 2021, and $850 million including a proposed $350 million add-on due 2025) to B2 from B3. Concurrently, Moody's assigned a Ba2 rating to each of the company's new bank credit facilities ($700 million revolver maturing 2022, and $640 million term loan B due 2022; note that the company is attempting to reprice its current term loan in connection with this transaction). Moody's plans to withdraw its ratings for the company's existing $640 million term loan B2 and $700 million revolving credit facility at the close of the transaction. The ratings outlook is stable. Proceeds from the $350 million add-on to the company's existing notes are expected to be used to term out $203 million of existing revolver borrowings, fund transaction related fees and expenses of nearly $10 million, and add approximately $138 million of cash to the company's balance sheet. B&G will also be attempting to amend its leverage covenant under its credit agreement, to 7.0 times from 6.5 times until maturity. "Notwithstanding Moody's view that its financial policies continue to be somewhat aggressive, the ratings affirmations reflect the company's strong liquidity profile and an expectation that the base business will begin to grow anew, with the large Green Giant acquisition now successfully integrated and a double-digit growth forecast for the frozen products business, in particular," said Moody's Vice President Brian Silver. "The company continues to steadily increase its size, scale and product diversity while performing well operationally, and Moody's expect leverage to trend lower towards 5.5 times over the next few years." Moody's noted that the upgrade of the existing senior unsecured debt ratings incorporates the company's evolving capital mix, and the associated reduction in loss given default anticipated for that debt class which will likely grow further as a share of the consolidated capitalization over time. The following ratings have been assigned for B&G Foods, Inc.: $700 million Senior Secured Revolving Credit Facility maturing in 2022 -- Ba2 (LGD2) $640 million principal Senior Secured Term Loan B due 2022 -- Ba2 (LGD2) The following ratings have been upgraded for B&G Foods, Inc.: $700 million Senior Unsecured Notes due 2021 -- to B2 (LGD5) from B3 (LGD5) $850 million (including $350 million add-on) Senior Unsecured Notes due 2025 -- to B2 (LGD5) from B3 (LGD5) The following ratings have been affirmed for B&G Foods, Inc.: Corporate Family Rating -- B1 Probability of Default Rating -- B1-PD Speculative Grade Liquidity Rating -- SGL-1 The ratings outlook remains stable. The following ratings are unchanged and will be withdrawn for B&G Foods, Inc. upon closing of the transaction: $640 million principal Senior Secured Term Loan B2 due 2022 -- Ba2 (LGD2) $500 million Senior Secured Revolving Credit Facility due 2019 -- Ba2 (LGD2) RATINGS RATIONALE B&G's B1 CFR is largely reflective of the company's elevated leverage profile and relatively aggressive financial policies, highlighted by large dividend payments and the periodic use of debt to fund potentially large acquisitions. B&G's rating is also a function of its small but improving scale relative to more highly rated industry peers, and its acquisitive growth strategy. The company's debt-to-EBITDA for the twelve months ended September 30, 2017, pro forma for its newly proposed capital structure and contributions from the Back to Nature, ACH, and Victoria acquisitions, was approximately 6.1 times on a Moody's-adjusted basis. Moody's expects some deleveraging will occur over the next 12-18 months, largely driven by EBITDA growth, but this could be delayed by debt-funded acquisitions. The company's credit profile benefits from relatively high margins, consistent cash flow generation, a broad product portfolio, and a largely successful track record of integrating acquisitions. B&G's willingness to dividend a high portion (roughly 50% - 65%) of its cash from operations less capital spending is partially mitigated by the consistency of its cash flow generation, low cash tax and capital spending requirements (due in part to its extensive use of co-packers), and its success in recouping commodity cost increases through timely pricing actions within its niche branded product offerings, all of which augment a very good liquidity profile. The stable ratings outlook is based on Moody's expectation that B&G's business risk profile will be at least stable if not yet improve, and that financial leverage will moderate, potentially meaningfully over the next 12-18 months, with periodic increases for debt-funded but earnings-accretive acquisitions. In addition, Moody's expects that the company will continue to generate solid cash flow and maintain a very good liquidity profile. B&G's ratings could be upgraded if the company is able to sustain debt-to-EBITDA below 5.0 times, even considering a continuation of its acquisition based growth strategy, and improve RCF-to-net debt such that it approaches 10%, while maintaining a good liquidity profile. Alternatively, ratings could be downgraded if adjusted debt-to-EBITDA is sustained above 6.0 times, RCF-to-net debt is sustained below 5%, or liquidity deteriorates on more than a temporary basis. The principal methodology used in these ratings was Global Packaged Goods published in January 2017. B&G Foods, Inc. ("B&G", NYSE: BGS) based in Parsippany, New Jersey, is a publicly traded manufacturer and distributor of a diverse portfolio of largely branded, shelf-stable food products, many of which have leading regional or national market shares in niche categories. The company also has a significant presence in frozen food following the 2015 acquisition of Green Giant and maintains a small presence in household products. B&G's brands include Cream of Wheat, Ortega, Maple Grove Farms of Vermont, Polaner, B&M, Las Palmas, Mrs. Dash, Green Giant, Pirate Brands and Bloch & Guggenheimer among others. B&G sells to a diversified customer base including grocery stores, mass merchants, wholesalers, clubs, dollar stores, drug stores, the military and other food service providers. Pro forma for the Victoria Fine Foods, ACH, and Back to Nature acquisitions, B&G generated net sales for the twelve months ended September 30, 2017 of $1.61 billion. B&G FOODS: S&P Affirms BB- CCR on Expectation of Managed Leverage ----------------------------------------------------------------- S&P Global Ratings affirmed its 'BB-' corporate credit rating on Parsippany, N.J.-based B&G Foods Inc. The outlook is stable. S&P said, "At the same time, we affirmed our 'BB+' issue-level rating on the company's now $700 million revolving credit facility due 2022 and assigned our 'BB+' issue-level rating on the company's proposed refinancing $640.1 million term loan B due 2022. Our recovery rating on the senior secured credit facilities is '1', indicating our expectations of very high (90% to 100%, rounded estimate 95%) recovery in the event of a payment default. We will withdraw the ratings on the existing term loan after this transaction closes. "We also affirmed our 'B+' issue-level ratings on the company's $700 million senior unsecured notes due 2021 and now upsized $850 million senior unsecured notes due 2024. Our '5 recovery ratings on the senior unsecured notes remain unchanged, indicating our expectations of modest (10% to 30%, rounded estimate 15%) recovery in the event of payment default. "We estimate B&G will have roughly $2.2 billion in funded debt outstanding following this transaction. The ratings on the proposed debt issuance are based on preliminary terms and are subject to review upon receipt of final documentation. "The affirmation reflects our expectation that B&G will manage debt to EBITDA in the 4x to 5x range as the company executes on its acquisitive growth strategy. Pro forma for this transaction, we estimate debt leverage of roughly 5.5x for fiscal 2017. We recognize that debt leverage is currently over 5x but expect the company to reduce leverage over the next year. The company has a track record of using equity to fund acquisitions and reducing debt leverage afterwards, and we believe the company may make acquisitions that result in temporary credit ratio deterioration. "We expect the company will continue to generate good free operating cash flow, of which it will apply the majority toward dividends or debt reduction, if the leverage is elevated from a recent acquisition. "The stable outlook reflects S&P Global Ratings' expectation that B&G will manage leverage in the 4x-5x range while executing on its acquisitive growth strategy. This incorporates expectations that the company will sustain EBITDA margins above 20% and generate good free operating cash flow." BELLA ROSE SKIN: Hires Schulze Oswald as Accountant --------------------------------------------------- Bella Rose Skin Care PLLC seeks authority from the U.S. Bankruptcy Court for the Eastern District of Michigan to employ Schulze Oswald Miller & Edwards PC, as accountant to the Debtor. Bella Rose Skin requires Schulze Oswald to assist the Debtor in the preparation of its corporate tax returns and financial statements. Schulze Oswald will be paid at the hourly rate of $125. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Kristy Schulze, partner of Schulze Oswald Miller & Edwards 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. Schulze Oswald can be reached at: Kristy Schulze SCHULZE OSWALD MILLER & EDWARDS PC 120 N. Ripley Blvd. Alpena, MI 49707 Tel: (989) 354-8707 About Bella Rose Skin Care PLLC Headquartered in Alpena, Michigan, Bella Rose Skin Care PLLC is a Michigan limited liability company which was formed for the purpose of operating a wellness center. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. E.D. Mich. Case No. 17-22144) on Oct. 24, 2017, estimating its assets and liabilities at between $100,001 and $500,000. Adam Daniel Bruski, Esq., at Warner Norcross & Judd LLP serves as the Debtor's bankruptcy counsel. BESTWALL LLC: Taps Donlin Recano as Claims Agent ------------------------------------------------ Bestwall LLC seeks approval from the U.S. Bankruptcy Court for the Western District of North Carolina to hire Donlin, Recano and Company, Inc. as its claims, noticing and ballot agent. The firm will oversee the distribution of notices and the processing and maintenance of proofs of claim filed in the Debtor's Chapter 11 case. The hourly rates charged by the firm are: Senior Bankruptcy Consultant $157.50 Case Manager $126 Technology/Programming Consultant $99 Consultant/Analyst $81 Clerical $45 Roland Tomforde, chief operating officer of Donlin, 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: Roland Tomforde Donlin, Recano & Company, Inc. 6201 15th Avenue, Brooklyn, NY 11219 About Bestwall LLC Bestwall LLC -- http://www.Bestwall.com/-- was created in an internal corporate restructuring and now holds asbestos liabilities. Bestwall's asbestos liabilities relate primarily to joint systems products manufactured by Bestwall Gypsum Company, a company acquired by Georgia-Pacific in 1965. The former Bestwall Gypsum entity manufactured joint compounds containing small amounts of chrysotile asbestos; the manufacture of these asbestos-containing products ceased in 1977. Bestwall's non-debtor subsidiary, GP Industrial Plasters LLC, ("PlasterCo"), develops, manufactures, sells and distributes gypsum plaster products, including gypsum floor underlayment, industrial plaster, metal casting plaster, industrial tooling plaster, dental plaster, medical plaster, arts and crafts plaster, pottery plaster and general purpose plaster. Bestwall LLC sought Chapter 11 protection (Bankr. W.D.N.C. Case No. 17-31795) on Nov. 2, 2017. The Hon. Laura T. Beyer is the case judge. The Debtor tapped Jones Day as general bankruptcy counsel; Robinson, Bradshaw & Hinson, P.A., as local counsel; Schachter Harris, LLP, as special litigation counsel for medicine Science issues; King & Spalding as special counsel for asbestos matters; and Bates White, LLC, as asbestos consultants. Donlin Recano LLC is the claims and noticing agent. The Debtor estimated assets and debt of $500 million to $1 billion. The Debtor has no funded indebtedness. BESTWALL LLC: Taps Jones Day as Legal Counsel --------------------------------------------- Bestwall LLC received approval from the U.S. Bankruptcy Court for the Western District of North Carolina to hire Jones Day as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; negotiate with its stakeholders; assist in the preparation of a plan of reorganization; and provide other legal services related to its Chapter 11 case. Jones Day's hourly rates range from $650 to $1,350 for partners, $575 to $1,125 for counsel and of counsel, $325 to $925 for associates, and $225 to $425 for paralegals. The firm received a retainer from the Debtor in the sum of $2 million prior to the petition date. Gregory Gordon, Esq., disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Gregory M. Gordon, Esq. Daniel B. Prieto, Esq. Jones Day 2727 North Harwood Street, Suite 500 Dallas, TX 75201 Tel: (214) 220-3939 Fax: (214) 969-5100 Email: gmgordon@jonesday.com Email: dbprieto@ jonesday.com - and - Jeffrey B. Ellman, Esq. Brad B. Erens, Esq. Jones Day 1420 Peachtree Street, N.E., Suite 800 Atlanta, GA 30309 Tel: (404) 581-3939 Fax: (404) 581-8330 Email: jbellman@jonesday.com Email: bberens@jonesday.com About Bestwall LLC Bestwall LLC -- http://www.Bestwall.com/-- was created in an internal corporate restructuring and now holds asbestos liabilities. Bestwall's asbestos liabilities relate primarily to joint systems products manufactured by Bestwall Gypsum Company, a company acquired by Georgia-Pacific in 1965. The former Bestwall Gypsum entity manufactured joint compounds containing small amounts of chrysotile asbestos; the manufacture of these asbestos-containing products ceased in 1977. Bestwall's non-debtor subsidiary, GP Industrial Plasters LLC, ("PlasterCo"), develops, manufactures, sells and distributes gypsum plaster products, including gypsum floor underlayment, industrial plaster, metal casting plaster, industrial tooling plaster, dental plaster, medical plaster, arts and crafts plaster, pottery plaster and general purpose plaster. Bestwall LLC sought Chapter 11 protection (Bankr. W.D.N.C. Case No. 17-31795) on Nov. 2, 2017. The Hon. Laura T. Beyer is the case judge. The Debtor tapped Jones Day as general bankruptcy counsel; Robinson, Bradshaw & Hinson, P.A., as local counsel; Schachter Harris, LLP, as special litigation counsel for medicine Science issues; King & Spalding as special counsel for asbestos matters; and Bates White, LLC, as asbestos consultants. Donlin Recano LLC is the claims and noticing agent. The Debtor estimated assets and debt of $500 million to $1 billion. The Debtor has no funded indebtedness. BESTWALL LLC: Taps King & Spalding as Special Counsel ----------------------------------------------------- Bestwall LLC received approval from the U.S. Bankruptcy Court for the Western District of North Carolina to hire King & Spalding LLP as special counsel. The firm will provide legal advice on issues related to the defense and resolution of asbestos-related claims. The services include: (a) assisting the Debtor with discovery related to asbestos claims; (b) assisting the Debtor in the defense of privilege and work product issues; (c) assisting the Debtor in connection with any estimation proceeding for its asbestos claims; (d) assisting the Debtor in stay issues or other matters related to asbestos claims in non-bankruptcy forums; and (e) assisting the Debtor in negotiations related to the resolution of asbestos claims. King & Spalding's hourly rates range from $650 to $1,350 for partners, $575 to $1,125 for counsel and of counsel, $325 to $925 for associates, and $225 to $425 for paralegals. Prior to the petition date, the Debtor paid the firm a retainer of $1 million. Richard Schneider, Esq., disclosed in a court filing that his firm does not represent or hold any interest adverse to the Debtor or its estate. King & Spalding can be reached through: Richard A. Schneider, Esq. King & Spalding LLP 1180 Peachtree Street, N.E. Atlanta, GA 30309 Tel: (404) 572-4889 Fax: (404) 572-5100 About Bestwall LLC Bestwall LLC -- http://www.Bestwall.com/-- was created in an internal corporate restructuring and now holds asbestos liabilities. Bestwall's asbestos liabilities relate primarily to joint systems products manufactured by Bestwall Gypsum Company, a company acquired by Georgia-Pacific in 1965. The former Bestwall Gypsum entity manufactured joint compounds containing small amounts of chrysotile asbestos; the manufacture of these asbestos-containing products ceased in 1977. Bestwall's non-debtor subsidiary, GP Industrial Plasters LLC, ("PlasterCo"), develops, manufactures, sells and distributes gypsum plaster products, including gypsum floor underlayment, industrial plaster, metal casting plaster, industrial tooling plaster, dental plaster, medical plaster, arts and crafts plaster, pottery plaster and general purpose plaster. Bestwall LLC sought Chapter 11 protection (Bankr. W.D.N.C. Case No. 17-31795) on Nov. 2, 2017. The Hon. Laura T. Beyer is the case judge. The Debtor tapped Jones Day as general bankruptcy counsel; Robinson, Bradshaw & Hinson, P.A., as local counsel; Schachter Harris, LLP, as special litigation counsel for medicine Science issues; King & Spalding as special counsel for asbestos matters; and Bates White, LLC, as asbestos consultants. Donlin Recano LLC is the claims and noticing agent. The Debtor estimated assets and debt of $500 million to $1 billion. The Debtor has no funded indebtedness. BESTWALL LLC: Taps Robinson Bradshaw as Local Counsel ----------------------------------------------------- Bestwall LLC received approval from the U.S. Bankruptcy Court for the Western District of North Carolina to hire Robinson, Bradshaw & Hinson, P.A. as its local bankruptcy counsel and special counsel. As local counsel, the firm will advise the Debtor on local rules and practice and will assist its lead counsel and other bankruptcy professionals. It will also represent the Debtor as special counsel in any proceeding to estimate the allowed amount of asbestos-related personal injury claims. The firm's hourly rates range from $215 to $690 for attorneys and from $110 to $240 for legal assistants and paralegals. The attorneys expected to handle the case and their hourly rates are: Garland Cassada $565 Robert Harrington $520 David Schilli $495 D. Blaine Sanders $480 R. Steven DeGeorge $480 Edward Hennessey, IV $465 Douglas Jarrell $430 Thomas Holderness $430 Jonathan Krisko $425 Andrew W.J. Tarr $425 Richard Worf $400 Pearlynn Houck $390 Ty Shaffer $330 Stuart Pratt $290 Kevin Crandall $215 Lucas Anderson $215 Benjamin DeCelle $215 Charles Bowyer $215 Caitlin Hill $215 Gabriel Wright $215 The paralegals and practice support staff members expected to assist the attorneys are: Adam Wehler $180 Marilyn Baucom $180 Satyra Riggins $175 Esther Wende $175 Audrey Knaub $125 Patricia Hemple $125 Robinson received a retainer of $1.4 million from the Debtor prior to the petition date. Garland Cassada, Esq., disclosed in a court filing that the firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Garland S. Cassada, Esq. David M. Schilli, Esq. Andrew W.J. Tarr, Esq. Robinson, Bradshaw & Hinson, P.A. 101 North Tryon Street, Suite 1900 Charlotte, NC 28246 Tel: (704) 377-2536 Fax: (704) 378-4000 Email: gcassada@robinsonbradshaw.com Email: dschilli@robinsonbradshaw.com Email: atarr@robinsonbradshaw.com About Bestwall LLC Bestwall LLC -- http://www.Bestwall.com/-- was created in an internal corporate restructuring and now holds asbestos liabilities. Bestwall's asbestos liabilities relate primarily to joint systems products manufactured by Bestwall Gypsum Company, a company acquired by Georgia-Pacific in 1965. The former Bestwall Gypsum entity manufactured joint compounds containing small amounts of chrysotile asbestos; the manufacture of these asbestos-containing products ceased in 1977. Bestwall's non-debtor subsidiary, GP Industrial Plasters LLC, ("PlasterCo"), develops, manufactures, sells and distributes gypsum plaster products, including gypsum floor underlayment, industrial plaster, metal casting plaster, industrial tooling plaster, dental plaster, medical plaster, arts and crafts plaster, pottery plaster and general purpose plaster. Bestwall LLC sought Chapter 11 protection (Bankr. W.D.N.C. Case No. 17-31795) on Nov. 2, 2017. The Hon. Laura T. Beyer is the case judge. The Debtor tapped Jones Day as general bankruptcy counsel; Robinson, Bradshaw & Hinson, P.A., as local counsel; Schachter Harris, LLP, as special litigation counsel for medicine Science issues; King & Spalding as special counsel for asbestos matters; and Bates White, LLC, as asbestos consultants. Donlin Recano LLC is the claims and noticing agent. The Debtor estimated assets and debt of $500 million to $1 billion. The Debtor has no funded indebtedness. BICOM NY: Wants to File Plan Past Nov. 30 General Claims Bar Date ----------------------------------------------------------------- BICOM NY, LLC, and its debtor-affiliates ask the U.S. Bankruptcy Court for the Southern District of New York to extend the exclusive period for the Debtors to file a plan of reorganization until Feb. 5, 2018, and to solicit acceptance of that plan until April 6, 2018. A hearing to consider the Debtors' request is scheduled for Nov. 21, 2017, at 10:00 a.m. EST. Objections to the request must be filed by Nov. 14 at 5:00 p.m. EST. The Debtors' exclusive period to file a plan currently expires on Nov. 7, 2017 and under Section 1121(c)(3) the period for the Debtors to solicit acceptances of a plan filed within the Exclusive Filing Period currently expires on Jan. 6, 2018. The Chapter 11 cases have been pending for only four months. This is the Debtors' first request for an extension of the Exclusive Periods. The Debtors tell the Court they require additional time to negotiate and prepare a plan and disclosure statement that provide adequate information. The general bar date is Nov. 30, 2017. The Debtors say they cannot possibly provide adequate information in a disclosure statement as required by Section 1125(a) of the U.S. Bankruptcy Code without "understand[ing] the number, nature, and amount of valid claims against the estate." Once the General Bar Date passes, the Debtors will need a reasonable amount of time to review and evaluate those claims. The Debtors assure the Court that they have made substantial progress in negotiations with creditors and towards a reorganization. The Debtors filed these cases in order to stay individual creditor action that would have harmed the collective creditor body, and to preserve and maximize the value of the Debtors' estates, while pursuing a sale of their businesses. The Debtors relate that the sale of ISCOM NY, LLC, has closed and it is expected that, prior to the hearing on this extension request, the sale of BICOM will close and the Court will enter an order approving the sale of BRAC, which owns and operates a Ford vehicle franchise pursuant to a franchise agreement by and between BRAC and Ford Motor Company. In addition, the Debtors' negotiations with creditors and the key stakeholders have yielded consensual resolutions (mostly reached within the first month of these cases) that were indispensable to allowing the Debtors to purse their sales process. The Debtor says the outcomes of some of these negotiations include: -- securing access to a DIP facility, including subsequent extensions of the maturity date; -- negotiating the bidding procedures court order with Jaguar Land Rover North America, LLC, and Maserati North America, Inc. (and other interested parties) which narrowed the grounds on which the manufacturers could object to the assumption and assignment of the franchise agreements and which reduced uncertainty to the Debtors, the manufactures, and buyers during the sale process; -- entering into a stipulation with BICOM's landlord, Georgetown Eleventh Avenue Owners, LLC, whereby Georgetown agreed to defer rent in the approximate monthly amount of $800,000, BICOM's largest administrative expense, through Sept. 30, 2017, which rent deferral was later extended to Nov. 17, 2017. The parties have also compromised Georgetown's cure claim and have reached a global settlement; -- resolving the motions of Nissan North America, Inc., and Nissan Motor Acceptance Corporation for relief from the automatic stay to permit continuation of an action pending with the District Court for the Southern District Court; and -- obtaining agreement from ISCOM's landlord to permit ISCOM to continue using its space during the case despite the termination of the lease prior to the Petition Date. The Debtors have worked cooperatively with Chase and the Official Committee of Unsecured Creditors throughout these cases in an effort to maximize the value of the estates. The Debtors say they continue to timely pay their undisputed post-petition obligations as they become due and anticipate providing in their Chapter 11 plan that any unpaid administrative claims will be satisfied in cash upon the effective date of the plan. The Debtors intend to file a viable plan of liquidation within the next 30 days that will receive the support of Chase and the Creditors' Committee (or that will be jointly proposed with the committee). The process of developing and obtaining approval of a Chapter 11 liquidation plan will not be a protracted or controversial. The Debtors tell the Court that there is no reason to believe that the Debtors are seeking the extension to pressure or coerce creditors. The Debtors have proactively engaged with creditors in good faith and other interested parties and have received the support of the DIP lender and the Creditors' Committee throughout these cases. The closing of the sale to BRAC constitutes an unresolved contingency that weighs in favor of extending the Exclusive Periods. Under the bidding procedures court order, the Ford Dealer Agreement cannot be assumed and assigned without the consent of Ford, which is not to be unreasonably withheld. Therefore, in addition to ordinary closing risks, BRAC is faced with the possibility that Ford will not approve Plante as a franchisee and not consent to the assignment of the Ford Dealer Agreement. This risk represents an unresolved contingency that will directly affect potential distributions to unsecured creditors and may influence the drafting and negotiation of a plan of liquidation. A copy of the Debtors' request is available at: http://bankrupt.com/misc/nysb17-11906-337.pdf About Bicom NY LLC BICOM NY, LLC dba Jaguar Land Rover Manhattan -- http://www.landrovermanhattan.com/-- is a dealer of Jaguar and Land Rover cars in New York City. ISCOM NY, LLC dba Maserati of Manhattan -- http://www.maseratiofmanhattan.com/-- is a retailer of Maserati cars in New York City. BICOM NY, and ISCOM NY and related entity Bay Ridge Automotive Company, LLC, sought Chapter 11 protection (Bankr. S.D.N.Y. Case Nos. 17-11906 to 17-11908) on July 10, 2017. The petitions were signed by Gary B. Flom, manager. BICOM NY disclosed $37.37 million in total assets and $12.17 million in total liabilities as of the bankruptcy filing. ISCOM NY disclosed $4.85 million in total assets and $5.33 million in total liabilities. Judge Michael E. Wiles presides over the cases. Eric J. Snyder, Esq., at Wilk Auslander LLP, represents the Debtors as bankruptcy counsel. The Debtors hired Aboyoun & Heller, LLC, as special counsel; and JND Corporate Restructuring as administrative agent. On July 31, 2017, the U.S. Trustee for Region 2 appointed an official committee of unsecured creditors. Moses & Singer, LLP, represents the committee as legal counsel. BIG APPLE CIRCUS: Files Revised Chapter 11 Liquidation Plan ----------------------------------------------------------- TBAC Wind Down, Ltd. f/k/a The Big Apple Circus, Ltd. filed with the U.S. Bankruptcy Court for the Southern District of New York a revised disclosure statement for its revised chapter 11 plan of liquidation. The Plan provides for distributions to creditors of the Circus, largely from the proceeds of the sale of the Circus' real property located at 39 Edmunds Lane, Walden, New York, which was sold for $2.5 million, and the sale of the Circus' circus equipment and other related personal and intellectual property associated with the Circus' performance unit which, after an extensive marketing process and auction, were sold for $1.3 million. The Plan also provides for payment in full of all Allowed Administrative Claims, Allowed Priority Tax Claims, Allowed Secured Claims, Allowed Priority Non-Tax Claims, and Allowed Deposit Claims. Allowed General Unsecured Claims will receive a pro rata share of the Available Assets (less any valid Plan Expenses), which include any assets of the Estate remaining after (a) payment of all Administrative Claims, Priority Tax Claims, Priority Non-Tax Claims, Secured Claims, and Deposit Claims to the extent Allowed as of the Effective Date, (b) establishment of the Disputed Claims Reserve, and (c) any amounts transferred on account of the Foundations Settlement. The Plan states that Circus will continue to exist after the Effective Date (during such time, the "Reorganized Circus") and will retain its not-for-profit status to the same extent as such status existed immediately prior to the Petition Date. On the Effective Date, all current directors of the Circus will be deemed discharged of and from all further authority, duties, responsibilities, and obligations related to, arising from, or in connection with their services as directors, and the Post-Effective Date Board of Directors shall be formed. Members of the Post-Effective Board of Directors will receive no compensation for their services. The Confirmation Hearing will be held on Dec. 12, 2017 at 02:00 PM. A copy of the Revised Disclosure Statement is available at: http://bankrupt.com/misc/nysb16-13297-275.pdf About The Big Apple Circus The Big Apple Circus, Ltd., filed a chapter 11 petition (Bankr. S.D.N.Y. Case No. 16-13297) on Nov. 20, 2016. The petition was signed by Will Maitland Weiss, executive director. The Debtor is a Type B not-for-profit corporation organized under section 201 of the New York Not-for-Profit Corporation Law that is exempt from federal taxes under section 501(c)(3) of the Internal Revenue Code. Founded in 1977 by Paul Binder and Michael Christensen to establish a performing circus and school for the instruction and artistic development of circus arts, the Debtor is a venerated, New York cultural institution renowned for its critically-acclaimed performances and dedicated community programs. The Debtor estimated assets and liabilities at $1 million to $10 million at the time of the filing. The Debtor retained Natasha M. Labovitz, Esq. and Christopher Updike, Esq., of Debevoise & Plimpton LLP, as bankruptcy counsel; Donlin, Recano & Company, Inc., as claims and noticing agent; and Goldin Associates, LLC, as financial advisor, all of whom agreed to provide their services on a pro bono basis in light of the Debtor's not-for-profit status. An official committee of unsecured creditors has been appointed in the case, and is represented by Robert J. Feinstein, Esq., Maria Bove, Esq., and Steven W. Golden, Esq., at Pachulski Stang Ziehl & Jones LLP. BIKRAM'S YOGA: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Lead Debtor: Bikram's Yoga College of India LP 2731 Erringer Road Simi Valley, CA 93065 Type of Business: Bikram's Yoga College of India L.P. operates yoga training centers. Bikram Choudhury, founded Bikram's Yoga College of India, is dedicated to the wellness of the millions of people around the world, spreading the therapeutic value of Hatha Yoga through 26 postures sequence, which is known as Bikram Yoga. Web site: https://www.bikramyoga.com Chapter 11 Petition Date: November 9, 2017 Case nos. of affiliated debtors that filed Chapter 11 petitions: Debtor Case No. ------ -------- Bikram's Yoga College of India LP 17-12045 Bikram Choudhury Yoga Inc. 17-12046 Bikram Inc. 17-12047 Yuz Inc. 17-12048 International Trading Representative, LLC 17-12049 Court: United States Bankruptcy Court Central District of California (Santa Barbara) Judge: Hon. Deborah J. Saltzman Debtors' Counsel: Martin J Brill, Esq. LEVENE, NEALE, BENDER, YOO & BRILL LLP 10250 Constellation Blvd Ste 1700 Los Angeles, CA 90067 Tel: 310-229-1234 Fax: 310-229-1244 E-mail: mjb@lnbrb.com Debtors' Restructuring Advisor: THE WATLEY GROUP, LLC Estimated Assets and Liabilities: ($ in Millions) Estimated Estimated Assets Liabilities ---------- ----------- Bikram's Yoga College of India $.05- $0.10 $10.0-$50.0 Bikram Choudhury Yoga Inc. $0.00- $0.05 $10.0-$50.0 Bikram Inc. $0.50- $1.00 $10.0-$50.0 Yuz Inc. $0.05- $0.10 $10.0-$50.0 Int'l Trading Representative $0.10- $0.50 $0.1- $0.5 The petitions were signed by John A. Bryan, Jr., chief executive officer. Full-text copies of the petitions containing, among other items, lists of the Debtors' 20 largest unsecured creditors are available for free at: http://bankrupt.com/misc/cacb17-12045.pdf http://bankrupt.com/misc/cacb17-12046.pdf http://bankrupt.com/misc/cacb17-12047.pdf http://bankrupt.com/misc/cacb17-12048.pdf http://bankrupt.com/misc/cacb17-12049.pdf BIOSCRIP INC: Venor Capital Has 10.3% Stake as of Nov. 3 -------------------------------------------------------- In a Schedule 13G/A filed with the Securities and Exchange Commission, these reporting persons disclosed beneficial ownership of shares of common stock of BioScrip, Inc. as of Nov. 3, 2017: Shares Percent Beneficially of Entity Owned Class ------ ------------ --------- Venor Capital Management LP 13,162,022 10.32% Venor Capital Management GP LLC 13,162,022 10.32% Venor Special Situations Fund II LP 3,078,876 2.41% Venor Special Situations GP LLC 3,078,876 2.41% Jeffrey A. Bersh 13,162,022 10.32% Michael J. Wartell 13,162,022 10.32% Venor Capital Management LP it the investment manager to four private investment funds, and investment adviser to an investment account. Jeffrey A. Bersh is the managing member of Venor Capital GP and Venor Special Situations GP and co-chief investment officer of Venor Capital Management. Michael J. Wartell it the managing member of Venor Capital GP and Venor Special Situations GP and co-chief investment oficer of Venor Capital Management. A full-text copy of the regulatory filing is available at: https://is.gd/LuF5oG About Bioscrip Headquartered in Denver, Colo., BioScrip, Inc., is a an independent national provider of infusion and home care management solutions, with approximately 2,500 teammates and nearly 80 service locations across the U.S. BioScrip partners with physicians, hospital systems, payors, pharmaceutical manufacturers and skilled nursing facilities to provide patients access to post-acute care services. BioScrip operates with a commitment to bring customer-focused pharmacy and related healthcare infusion therapy services into the home or alternate-site setting. By collaborating with the full spectrum of healthcare professionals and the patient, BioScrip provides cost-effective care that is driven by clinical excellence, customer service, and values that promote positive outcomes and an enhanced quality of life for those it serves. BioScrip incurred a net loss attributable to common stockholders of $50.59 million for the year ended Dec. 31, 2016, compared to a net loss attributable to common stockholders of $309.51 million for the year ended Dec. 31, 2015. As of Sept. 30, 2017, Bioscrip had $590.24 million in total assets, $588.80 million in total liabilities, $2.73 million in Series A convertible preferred stock, $76.70 million in Series C convertible preferred stock, and a total stockholders' deficit of $77.99 million. * * * In August 2017, Moody's Investors Service affirmed BioScrip, Inc.'s 'Caa2' Corporate Family Rating. BioScrip's 'Caa2' CFR reflects the company's very high leverage and weak liquidity. In July 2017, S&P Global Ratings affirmed its 'CCC' corporate credit rating on BioScrip Inc. and removed the rating from CreditWatch, where it was placed with negative implications on Dec. 16, 2016. The outlook is positive. "The rating affirmation reflects our view that, although BioScrip addressed its upcoming maturities by refinancing its senior secured credit facilities and improved its liquidity position, the company's credit measures will remain weak in 2017 with debt leverage of about 14x (including our treatment of preferred stock as debt) and funds from operations (FFO) to debt in the low single digits. We expect the company to use about $15 million - $20 million of cash in 2017, inclusive of cash charges associated with restructuring following the recently announced United Healthcare contract termination." BO EX VENTURES: Sets Bidding Procedures for All Assets ------------------------------------------------------ Bo Ex Ventures, LLC, asks the U.S. Bankruptcy Court for the Northern District of Texas to authorize the bidding procedures in connection with the sale of substantially all assets at auction. Starting in September 2016, the Debtor became involved in a dispute with a former member of the Debtor who, in breach of his covenants and agreements, attempted to steal the customers and employees of the Debtor to form a competing business. In October 2016, the Debtor filed suit against this former business partner, and in February 2017, the Debtor obtained a temporary restraining order against this former business partner, which TRO was subsequently converted to a temporary injunction. Not perturbed by the Debtor's suit, the former member filed a separate suit against the Debtor in Houston, Texas. The dispute with the Debtor's former member has caused substantial disruption to its business. As a result of this dispute, its gross annual revenues have fallen approximately $1.75 million from the prior year. The Debtor has now been forced to seek bankruptcy protection to preserve its chances of remaining a going concern. The Debtor has commenced these chapter 11 cases to effectuate a prompt sale of the Assets on a going concern basis. It believes that the proposed sale represents the best strategy to maximize value for its various stakeholders. In order to preserve the going concern value of its business, including preserving the jobs of its employees and the collateral of its prepetition lenders, the Debtor has sought a strategic partner to purchase its assets. The problem the Debtor continues to run into, however, is that interested parties do not wish to purchase the Debtor outside of a bankruptcy sale process. Because of the Debtor's diminishing liquidity, which does not include any post-petition financing, it is in urgent need to commence a bankruptcy sale process before it runs out of cash. Completion of the sale process in a timely manner will also maximize the value of the Assets and value available to unsecured creditors. Accordingly, the Debtor believes that the auction process and time periods set forth in the Bid Procedures are reasonable. It also believes that the process will provide parties with sufficient time and information necessary to formulate a bid to purchase the Assets. The key terms of the Bid Procedures are: a. Bid Deadline: Nov. 20, 2017 b. Earnest Money: $25,000 c. Breakup Fee: $25,00 d. Minimum Overbid: (i) a cash bid of at least $637,695 (computed as the secured debt of the Debtor, plus the Earnest Money, plus the Stalking Horse Bidder's breakup fee, plus an overbid increment); (ii) cash equivalent to $395,959 in Assumed Liabilities, and (iii) cash equivalent to any cure amount for the Seller's Contracts assumed by a buyer and (iv) cash or other consideration bid that the Debtor in its reasonable discretion considers to equal sufficient consideration to improve upon the bid of the Stalking Horse Bidder or any subsequent over-bidder e. No Bids/One Qualified Bid: In the event the Debtor does not receive a Qualified Bid in addition to a Stalking Horse Bidder's bid, the Debtor will ask at the Sale Hearing that the Court approves the Sale of the Purchased Assets to the Stalking Horse through the Sale Order and rule that the Sale Order be immediately effective upon entry. f. The Auction: In the event the Debtor receives more than one Qualified Bid, an Auction will commence in at 9:00 a.m. (PCT) on Nov. 22, 2017, at the offices of the Debtor's counsel in Dallas, Texas. g. Bid Increments: $50,000 h. Credit Bidding: Any secured prepetition lender of the Debtor will be allowed to credit bid the full amount due of the prepetition secured indebtedness owed by the Debtor. i. Fees and Expenses: All bidders submitting bids will bear their own fees and expenses in connection with the bid, the bid process, the Auction and the proposed sale, whether or not such sale is ultimately approved, unless otherwise agreed to by the Debtor and approved by the Court. g. Terms: Free and clear of any and all liens, claims, interests and encumbrances A copy of the Bidding Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/Bo_Ex_Ventures_4_Sales.pdf To incentivize potential bidders and thereby maximize the potential value of the Assets, the Debtor asks that it be authorized, upon its receipt of any bid (or bids, if for less than substantially all assets for sale), to designate one or more Qualified Bids as a Stalking Horse Bid and to execute an Asset Purchase Agreement with such Stalking Horse Bidder in connection with the proposed sale of the Assets, at any time before the commencement of the Auction. Upon execution of an Asset Purchase Agreement with any Stalking Horse Bidder, such Asset Purchase Agreement will be a Qualified Bid and Leading Bid, and the Debtor will provide notice of such Stalking Horse Bidder and Asset Purchase Agreement as outlined and in the Bid Procedures. To the extent the Debtor enters into an Asset Purchase Agreement with a Stalking Horse Bidder prior to the commencement of the Auction, it asks that it'd be authorized to provide the Stalking Horse Bidder with the proposed Bid Protections. Additionally, the Debtor, as part of the Sale, may assume and assign the Assumed Contracts. The Debtor asks the Court to approve the assumption and assignment of the Assumed Contracts to the Successful Bidder. Not later than two days after the entry of the Bidding Procedures Order, the Debtor will file with the Court a list identifying the Assumed Contracts and the amounts necessary to cure defaults and/or to provide compensation or adequate assurance of compensation for actual pecuniary loss resulting from a default prior to the Petition Date under each of such Assumed Contract. The Debtor will serve all counterparties to all Assumed Contracts with the Assumption Notice. Cure/Assignment Objection deadline will be no less than three days prior to the Bid Deadline. Adequate Assurance Objection deadline will be no less than two days prior to the Sale Hearing. In cases in which the Debtor is unable to establish that a default exists, the relevant Cure Payment Liability will be set at $0 in the Assumption Notice. Within one business day after the conclusion of the Auction, the Debtor will file the Notice Of Successful Bidder. The Debtor asks the Court to waive the 14-day stay period under Bankruptcy Rules 6004(h) and 6006(d). About Bo Ex Ventures Formed in July 2009, Bo Ex Ventures, LLC, is in the business of providing IT management solutions to clients throughout Dallas, Houston and Austin, Texas. While it maintains several locations, the company is headquartered in Dallas, Texas. It currently has 14 employees and an outside consultant. Bo Ex Ventures sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 17-34117) on Nov. 3, 2017. H. Joseph Acosta, Esq., at FisherBroyles, LLP, is representing the Debtor. BRIGHT MOUNTAIN: CFO Healey Resigning for Health Reasons -------------------------------------------------------- As disclosed in a Form 8-K report filed by Bright Mountain Media, Inc., with the Securities and Exchange Commission, Dennis Healey notified Bright Mountain that he would be resigning as a member of the Board of Directors and its chief financial officer, as well as from all other offices he holds with the company and its subsidiaries, effective Nov. 20, 2017. Mr. Healey informed the Company he was resigning for health reasons. According to Bright Media, there were no disagreements between Mr. Healey and the company on any matter, including those related to its operations, policies or practices. On the effective date of his resignation, the vesting dates of all previously granted but unvested options will accelerate to Nov. 20, 2017, and all options held by Mr. Healey will remain exercisable through their respective original terms. About Bright Mountain Based in Boca Raton, Fla., Bright Mountain Media, Inc., a media holding company, owns and manages Websites in the United States. It operates through two segments, Product Sales and Services. The company develops Websites, which provide information and news to military, law enforcement, first responders, and other public sector employees; and information, including originally written news content, blogs, forums, career information, and videos. Bright Mountain reported a net loss attributable to common shareholders of $2.94 million on $1.49 million of product sales for the year ended Dec. 31, 2016, compared to a net loss attributable to common shareholders of $2.01 million on $1.41 million of product sales for the year ended Dec. 31, 2015. As of June 30, 2017, Bright Mountain had $2.51 million in total assets, $1.87 million in total liabilities and $634,972 in total shareholders' equity. Liggett & Webb, P.A., in Boynton Beach, 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 of $2,667,051 and used cash in operations of $1,860,515 and an accumulated deficit of $8,824,806 at Dec. 31, 2016. These matters raise substantial doubt about the Company's ability to continue as a going concern. BTS TRANSPORTATION: Hires Hester Baker as Counsel ------------------------------------------------- BTS Transportation, Inc., seeks authority from the U.S. Bankruptcy Court for the Southern District of Indiana to employ Hester Baker Krebs, LLC, as counsel to the Debtor. BTS Transportation requires Hester Baker to: a. give legal advice with respect to the Debtor's powers and duties as debtor-in-possession and management of its property; b. take necessary action to avoid the attachment of any lien against the Debtor's property threatened by secured creditors holding liens; c. prepare on behalf of the Debtor as debtor-in-possession necessary petitions, answers, orders, reports, and other legal papers; and d. perform all other legal services for the Debtor as debtor- in-possession which may be necessary, inclusive of the preparation of petitions and orders respecting the sale or release of equipment not found to be necessary in the management of its property, file petitions and orders for the borrowing of funds. Hester Baker will be paid at these hourly rates: Attorneys $300-$375 Paralegals $165 Hester Baker received an initial retainer of $11,000, plus the filing fee of $1,717. Hester Baker will also be reimbursed for reasonable out-of-pocket expenses incurred. David R. Krebs, partner of Hester Baker Krebs LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Hester Baker can be reached at: David R. Krebs, Esq. HESTER BAKER KREBS LLC One Indiana Square, Suite 1600 Indianapolis, IN 46204 Tel: (317) 833-3030 Fax: (317) 833-3031 E-mail: dkrebs@hbkfirm.com BTS Transportation, Inc. Founded in 2009, BTS Transportation Inc. is a licensed and bonded freight shipping and trucking company running freight hauling business from Greenwood, Indiana. BTS Transportation, Inc., based in Greenwood, IN, filed a Chapter 11 petition (Bankr. S.D. Ind. Case No. 17-08447) on November 8, 2017. The Hon. James M. Carr presides over the case. David R. Krebs, Esq. at Hester Baker Krebs LLC, serves as bankruptcy counsel. In its petition, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The petition was signed by Navneet Kaur, president. CALCEUS ACQUISITION: Expected Q1 2018 Results No Impact on Moody's ------------------------------------------------------------------ Moody's Investors Service said that Calceus Acquisition, Inc.'s ("Cole Haan", Caa1 stable) better than expected results for the first quarter of FY 2018 ended Sept 2, 2017 are credit positive but have no current ratings impact. Headquartered in New York, NY, Cole Haan is a designer and retailer of men's and women's footwear, handbags, and accessories. Net revenues for fiscal year ended September 2, 2017 were approximately $590 million. Apax Partners and current management purchased the company from NIKE Inc. in early 2013. CALIFORNIA BOARD: Marina Enterprises to Sell Assets on Nov. 30 -------------------------------------------------------------- Marina Enterprises will sell in bulk, or in units, at a public sale to the highest cash bidder, the assets of California Board Sports Inc. on Nov. 30, 2017, at 4:00 p.m. (PDT), at 401 B Street, Suite 1200, San Diego, California, pursuant to the authority of the security agreement and other related agreements between Marina Enterprises Inc., and California Board Sports. The sale will be (i) subject to the existing first lien and security interest held by TAB Bank and (ii) without warranty of possession or quiet enjoyment. Further information, contact: Michael Breslauer, Esq. Solomon Ward Seidenwurm & Smith, LLP 401 B Street, Suite 1200 San Diego, CA 92101 Tel: 619.238.4804 Fax: 619.615.7904 Email: mbreslauer@swsslaw.com California Board Sports Inc. -- http://www.osirisshoes.com-- provides shoes, jackets, tees, hoodies, hats, pants, and accessories for guys. It also offers shoes for girls and kids. CALIFORNIA RESOURCES: Moody's Hikes Corp. Family Rating to Caa1 --------------------------------------------------------------- Moody's Investors Service upgraded California Resources Corporation's (CRC) Corporate Family Rating (CFR) to Caa1 from Caa2 and Probability of Default Rating (PDR) to Caa1-PD from Caa2-PD. A B2 rating was assigned to CRC's proposed $1 billion first lien secured term loan due 2022. Proceeds from the new $1 billion term loan due 2022 will be used to partially repay the existing term loan and revolving credit facility due 2021 (as amended). The ratings on the company's existing secured first lien revolving credit facility and term loan established in 2014 were affirmed at B1. The rating on the secured second lien notes was upgraded to Caa2 from Caa3 and the ratings on the unsecured notes were upgraded to Caa3 from Ca. The Speculative Grade Liquidity Rating was upgraded to SGL-3 from SGL-4. The outlook is stable. "The refinancing and amended credit facility terms improve CRC's liquidity by paying down debt under its reserves based borrowing facilities, allowing it to withstand greater commodity price volatility," stated James Wilkins, Moody's Vice President. "The company will also enjoy a greater cushion under its financial covenants and extend certain debt maturities." The following summarizes CRC's ratings. Issuer: California Resources Corp. Ratings Assigned: Senior Secured First Lien Term Loan due 2022, B2 (LGD2) Ratings Upgraded: Corporate Family Rating, Caa1 from Caa2 Probability of Default Rating, Caa1-PD from Caa2-PD Second lien secured notes due 2022, Caa2 (LGD5) from Caa3 (LGD5) Senior unsecured notes, Caa3 (LGD6) from Ca (LGD6) Speculative Grade Liquidity Rating, SGL-3 from SGL-4 Ratings Affirmed: First Lien Term Loan due 2021, Caa1 (LGD3) Senior Secured Bank Credit Facility due 2019, B1 (LGD1 from LGD2) Outlook Action: Outlook, changed to Stable from Negative RATINGS RATIONALE The upgrade of CRC's CFR to Caa1 and stable outlook reflects CRC's improved liquidity and the likelihood that it will have sufficient liquidity to support its operations for at least the next two years at current commodity prices. The Caa1 CFR reflects CRC's high leverage, production rates that have not rebounded meaningfully even as the company has increased its capital spending from 2016 trough levels, and modest retained cash flow. The company's margins and cash flow have benefited from higher crude oil prices in 2017 compared to 2016, but crude oil prices in the mid to low $50 per barrel range may not be sufficient to allow the company to meaningfully grow production volumes while limiting capital investment to internally generated cash flow. The company has weak cash flow metrics (RCF / Debt ~ 6%) that have not improved meaningfully despite the company's efforts to improve its cost structure. CRC continues to improve its high cost structure, however, its weak cash flow will limit the company's ability to reduce debt. CRC significantly reduced capital spending during 2015-2016 ($75 million in 2016 compared to $2.1 billion in 2014), allowing it to produce modest or breakeven free cash flow. It expects to spend around $400 million on capex in 2017, of which approximately $160 million will be funded through drilling joint ventures, reflecting a ramp up in activity from trough levels seen in the second half 2016. CRC benefits from its large scale, which is larger than the typical oil-focused Caa1-rated companies, and legacy production as one of the largest operators in California. CRC's mature asset base with a well-defined and shallow decline rate of approximately 10%-15% is another credit positive, as is the quality of CRC's reserve base. The reserves are well-diversified and have a reserve life index that is longer than most peers. The proposed term loan due 2022 is rated B2, two notches above the Caa1 CFR in accordance with Moody's Loss-Given-Default rating methodology, reflecting its more senior priority status in CRC's liability structure compared to the $1 billion term loan due 2021 (rated Caa1), $2.25 billion second lien notes due 2022 (rated Caa2) and $493 million of senior unsecured notes (rated Caa3). The revolving credit facility and term loan established under the 2014 credit facility have a more senior priority claim on CRC's assets than the proposed term loan and are rated B1, one notch above the proposed term loan. CRC's SGL-3 Speculative Grade Liquidity (SGL) Rating reflects Moody's expectations that the firm will maintain adequate liquidity through the end of 2018. The use of funds from the proposed term loan to partially repay the 2014 term loan and revolver borrowings will result in less debt outstanding under borrowing base facilities such that future borrowing base redeterminations are less likely to materially impact liquidity should oil and gas prices decline. It is also decreasing the amount of near-term maturities and gaining more flexibility under its financial covenants such that CRC will have more time to improve EBITDAX and grow out of its high leverage position. CRC keeps minimal cash balances and will have about $475 million of liquidity as of September 30, 2017 (pro forma for the transactions) after accounting for the reduction in revolver commitments to $1 billion, the partial repayment of outstanding borrowings, letters of credit ($137 million) and a required minimum liquidity cushion of $150 million. The maturity of the 2014 credit facilities (revolver and term loan) will be extended to June 2021 and quarterly principal amortization of the term loan will be eliminated until September 30, 2019 ($12.5 million per quarter thereafter). Moody's expects the company will have ample headroom under the financial covenants in its 2014 credit agreement (as amended): a maximum leverage ratio (2014 credit facility debt to EBITDAX of 1.9x for 2017-2019, 1.5x for 2020-2021), minimum cash interest coverage ratio (1.2x), minimum first lien asset coverage ratio (1.2x), and minimum liquidity of $150 million. CRC's ratings could be upgraded if the company significantly reduces debt, retained cash flow (RCF) / debt is sustained over 10% and interest coverage exceeds 2.0x, while maintaining adequate liquidity. CRC would also need to demonstrate a growing trend in production while achieving a leveraged full-cycle ratio (LFCR) approaching 1x. Ratings could be downgraded if CRC's liquidity weakens, RCF / debt deteriorates to less than 5% and production volumes do not stabilize or start to grow. The principal methodology used in these ratings was Independent Exploration and Production Industry published in May 2017. California Resources Corporation, headquartered in Los Angeles, is an independent, exploration and production company with operations exclusively in California. CAMBER ENERGY: Compliance Plan Accepted By The NYSE American ------------------------------------------------------------ Camber Energy said that the NYSE American has accepted the Company's plan of compliance for continued listing on the Exchange. On Aug. 3, 2017, the Company received notice from the Exchange that the Company is not in compliance with Sections 1003(a)(i) through (iii) of the Exchange Company Guide. In order to maintain its listing on the Exchange, the Exchange had requested that the Company submit a plan of compliance by Sept. 5, 2017, addressing how the Company intended to regain compliance with Sections 1003(a)(i), (ii) and (iii) of the Guide by Aug. 3, 2018. The Exchange extended the date to submit a plan to Sept. 20, 2017 and the plan was submitted timely by the extended deadline. On Nov. 3, 2017, the Exchange notified the Company that it accepted the Company's Plan and granted the Company an extension until Aug. 3, 2018, to regain compliance with the continued listing standards of the Guide. The Company will be subject to periodic review by the Exchange during the Plan Period. Failure to make progress consistent with the Plan or to regain compliance with the continued listing standards of the Guide by the end of the Plan Period could result in the Company being delisted from the Exchange. The Company is working diligently to regain compliance with the Company Guide by Aug. 3, 2018. Additionally, on Nov. 7, 2017, the Company was notified by the NYSE American that it was back in compliance with the separate continued listing deficiency relating to non-compliance with Sections 134 and 1101 of the Company Guide, which previously announced deficiency was due to the fact that the Company did not timely file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, which report was filed on Nov. 6, 2017. About Camber Energy Based in San Antonio, Texas, Camber Energy, Inc. (NYSE American: CEI) -- http://www.camber.energy.com/-- is a growth-oriented, independent oil and gas company engaged in the development of crude oil, natural gas and natural gas liquids in the Hunton formation in Central Oklahoma in addition to anticipated project development in the San Andres formation in the Permian Basin. Lucas Energy changed its name to Camber Energy, Inc., effective Jan. 5, 2017, to more accurately reflect the Company's strategic shift from its Austin Chalk and Eagleford roots to an expanding addition of shallow oil and gas reserves with longer-lived, lower-risk production profiles. Camber reported a net loss of $89.12 million on $5.30 million of total net operating revenues for the year ended March 31, 2017, compared to a net loss of $25.44 million on $968,146 of total net operating revenues for the year ended March 31, 2016. As of June 30, 2017, Camber had $37.52 million in total assets, $50.83 million in total liabilities and $13.30 million total stockholders' deficit. GBH CPAs, PC -- http://www.gbhcpas.com/-- in Houston, Texas, issued a "going concern" opinion on the consolidated financial statements for the year ended March 31, 2017, citing that the Company has incurred significant losses from operations and had a working capital deficit at March 31, 2017. These factors raise substantial doubt about the Company's ability to continue as a going concern, the auditors said. CANTRELL DRUG: Files for Chapter 11, Says Creditors to Recover 100% ------------------------------------------------------------------- Dr. James L. McCarley, Jr., Chairman and CEO of Cantrell Drug Company, a 503B Registered Outsourcing Facility, on Nov. 7 disclosed that his Company has filed for re-organization under Chapter 11 of the U.S. Bankruptcy Code. "Above all I want to make it clear to everyone that our intent is to pay one hundred cents on the dollar to all our creditors. We have no intention of any sort of liquidation, cram down or write off. I've asked our vendors to work with us, to give us time to get back on our feet. So far, I've been very pleased with the understanding and support we've received from the trade." Cantrell Drug Company, founded in 1952, provides sterile injectable pharmaceuticals that are primarily used in hospitals. These are drugs that are either in short supply or those that require compounding in order to prepare the medication in a final form for administering to patients. Cantrell's products offer significant cost savings to hospitals who are under tight budget constraints. "To our hospital customers, I understand that you rely on Cantrell Drug and that drug recalls and production shutdowns create headaches in your supply chain," said Dr. McCarley. "It's my intent to restore the goodwill and trust we've worked so hard over the years to gain. Our goal is to come out of Chapter 11 in a minimal amount of time and to pursue our expansion plans that have been in the works for the last year. We will emerge from all this as a stronger, better Company." Dr. McCarley noted that the current financial stress is due to two FDA inspections in the last year that resulted in temporary suspension of product manufacturing and shipping "Our deficiencies were regulatory in nature and not in response to any product problem or patient illness. Out of an abundance of caution, we ceased production two times in the last eight months. We're a privately owned, family business, and we just don't have the resources of a big publicly traded pharmaceutical company to weather the economic consequences of a shutdown; hence, the reorganization of our Company. I'm paying for operations and payroll out of my own pocket at this point. My wife, Lynn, who co-owns the Company with me, and our family is determined to get through all this." As an example of other drug company shut downs, Dr. McCarley referenced Pfizer subsidiary Hospira which issued a nationwide recall, in May of its vials used to inject sodium bicarbonate, citing sterility concerns from the FDA. The recall exacerbated the shortage of the potentially lifesaving drug. "I'm not here to blame the FDA or anyone else for that matter," said Dr. McCarley. "I'm the CEO, and I take full responsibility for our Quality Assurance (QA) and Quality Control (QC). We've been working diligently with the FDA to address their concerns. I know the shutdowns and interruption of product shipments adversely affect our hospital customers. With this in mind, I've made the decision to outsource the authority for batch release and other aspects of our QA/QC department to Escalate Sciences, an FDA/cGMP third party expert firm. Escalate will have complete autonomy to release lots and run our quality unit to avoid any appearance of a conflict." Dr. Edgar Torres, Ph.D, Founder & President of Escalate commented: "Cantrell Drug has proactively contracted us to provide quality oversight and support their Quality Systems Remediation Program. We look forward to working and collaborating with Cantrell Drug Management in the Quality Systems Remediation efforts and on the continuous improvement of their Quality Culture." Cantrell Drug Company's current 20,000 square foot GMP facility includes production (laboratories and cleanrooms), quality assurance, warehouse, and office space. After exiting reorganization, Cantrell will continue efforts to raise capital for its planned expansion into a second production facility for the capability to handle higher volumes and to add redundancy for emergency preparedness. The planned expansion facility is approximately 42,800 square feet with an addition of approximately 10,000 square feet. The 52,800 square foot facility will include a planned 20,000 square foot cleanroom. Cantrell employed over 175 workers prior to recent layoffs and planned to add another 150 to its payrolls for the expansion. In a recent speech to Directors of Pharmacy at a national hospital conference in Chicago Dr. McCarley said: "I started my career as a retail pharmacist, and I'm keenly aware that behind every batch, every order, every syringe is a patient with a name: someone's spouse, father, mother, brother sister, friend or relative. The drugs we make help save lives, and for that I'm humbled and grateful to have the opportunity to be of service to our customers and to their patients. To you, our customers, and to our vendors and suppliers, thank you for your understanding. Thank you for your patience. And most of all, thank you for your continued business." Cantrell Drug Company (CDC) -- https://cantrelldrug.com/ - is a specialty pharmaceutical company providing customized medications and compounding services to hospital pharmacies in all fifty states. CDC is registered with the FDA as an Outsourcing Facility under Section 503B of the Federal Food, Drug, and Cosmetic Act passed by Congress in 2013. The Company specializes in sterile product compounding of intravenous (IV) medications and drug shortage injections for hospitals, and to a lesser extent, for surgery centers and physician groups. CASTEX ENERGY: Wants to Assign Prospect Working Interest to LLOLA ----------------------------------------------------------------- Castex Energy Partners, LP ("CEP"), and affiliates, ask approval from the U.S. Bankruptcy Court for the Southern District of Texas to assign to LLOLA, L.L.C. in the ordinary course of business, a portion of CEP's undivided working interest in a prospect located in Jeanerette Field, Louisiana comprised of leases and acreage. Objections, if any, must be filed within 21 days from the date the pleading was served. CEP is currently the owner of 43.75% of 8/8ths working interest in certain leases covering a prospect area sometimes referred to as the Jeanerette Deep Prospect located in St. Mary Parish, Louisiana. The other working interest owners are GOME 1271, LLC and Castex Energy 2016, L.P. On Oct. 23, 2017, after extended arms'-length negotiations that commenced prior to the Petition Date, CEP executed a Participation Agreement in the ordinary course of business with LLOLA and LLOX, L.L.C., which are entities unaffiliated with any of the Debtors, concerning the exploration and development of the Prospect. The Participation Agreement was executed subject to CEP obtaining a form of consent executed by a required percentage of the Prepetition Lender Group and by the members of the Postpetition Lender Group, whereby both Groups would in effect recognize that the assignment under the Participation Agreement would be free and clear of the Interests (while all rights of the Lender Groups being maintained upon CEP's interests as described therein). Under the terms of the Participation Agreement, CEP agreed to execute and deliver the Assignment of an undivided 35.75% of 8/8ths working interest in the Prospect leases to LLOLA, subject to the terms of the Participation Agreement. CEP will retain an 8% of 8/8ths working interest after the Assignment. Pursuant to a joint operating agreement executed contemporaneous with the Participation Agreement, LLOX was named as operator of the Contract Area. LLOX has agreed to commence the drilling of a test well for purposes of developing the Contract Area for the benefit of the working interest owners, CEP, LLOLA, GOME and Castex 2016. The test well must be commenced prior to Nov. 25, 2017 because certain of the leases comprising the Contract Area expire on that date. As monetary consideration for the Assignment, CEP will receive no less than $372,400 in Sunk Costs incurred by CEP as of Oct. 18, 2017, which will be credited against CEP's share of the drilling costs of the test well. Any Additional Sunk Costs that CEP can establish that it incurred or incurs after Oct. 18, 2017 will be added to the credit toward the test well drilling cost and other amounts due under the joint operating agreement. As additional consideration for the Assignment, after Payout, LLOLA will assign to CEP an undivided 8.9375% of 8/8ths working interest ("Reversionary Interest"). As a result, following Payout, CEP's working interest in the Contract Area will increase from 8% to 16.9375%. Prior to Payout, CEP will receive its share of net production revenue equivalent to 8% of 8/8ths working interest. LLOLA requires that the assignment under the Participation Agreement be free and clear of the Interests, and has agreed to a form of Consent to be executed by a required percentage of the Prepetition Lender Group and by the members of Postpetition Lender Group. Under the Participation Agreement and Consent, CEP must obtain the executed Consent from all required Lenders by Nov. 10, 2017, so that it can provide the Consents to LLOLA, so that LLOX can take the actions required to commence the drilling of the test well before Nov. 25, 2017. Due to shortened notice, CEP is unable to verify that it will receive all of the necessary executed Consents by Nov. 10, 2017, and therefore brings the Motion, asking an order approving the Assignment free and clear of the Interests, so that CEP can receive the benefits of the Participation Agreement, and maintain a material interest in the Prospect on a carried basis. Emergency consideration is requested because of the need for commencement of drilling of the test well prior to Nov. 25, 2017. A copy of the Participation Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Castex_Energy_85_Sales.pdf CEP has determined in its business judgment that the Participation Agreement, the Assignment and the exploration and development of the Contract Area is in the best interests of CEP and the Debtors and their estates. CEP submits that consideration and approval of the Motion on an emergency basis is necessary and proper. It asks hearing on Nov. 10, 2017. Because the Participation Agreement (and certain key Contract Area leases) will terminate if not consummated on a more expedited basis, the Debtors requires the ability to consummate the Assignment and the Participation Agreement immediately. Ample cause exists to justify a waiver of the 14-day stay imposed by Bankruptcy Rule 6004(h), to the extent that it applies. In accordance with Bankruptcy Local Rule 9013-1(i), CEP respectfully asks emergency consideration, on Nov. 9, 2017. Any delay in granting the relief requested could cause irreparable harm. LLOLA can be reached at: David Seay LLOLA, L.L.C. and LLOX, L.L.C. 1001 Ochsner Boulevard, Suite A Covington, LA 70433 Telephone: (985) 276-5219 Facsimile: (985) 276-5220 E-mail: DavidS@LLOX.com About Castex Energy Castex Energy Partners, L.P., is engaged in the exploration, development, production and acquisition of oil and natural gas properties located along the southern coasts of Louisiana and Texas and onshore Louisiana. CEP is a non-operating working interest owner in approximately 375 onshore oil and gas leases located in the State of Louisiana. There are approximately 300 wells on the Onshore Leases. CEP also holds a seismic license and proprietary interests in certain seismic data, through a subsidiary, CTS-Castex, LLC, and is owner of fee land interests in Lafourche Parish, Louisiana, through a subsidiary, Castex Lafourche, LP. Castex Energy Partners, L.P., along with affiliates Castex Offshore, Inc., Castex Energy 2005, L.P., Castex Energy II, LLC, Castex Energy IV, LLC sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 17-35835) in Houston, on Oct. 16, 2017, after reaching terms with lenders of a restructuring plan that would convert debt into equity. CEP estimated assets and debt of $100 million to $500 million. The Hon. Marvin Isgur is the case judge. The Debtors tapped Kelly Hart & Pitre, as counsel; Paul Hastings LLP, as special counse; Alvarez & Marsal North America, LLC, as restructuring advisor; and Prime Clerk LLC, as noticing and claims agent. CENTRAL LAUNDRY: Plan Proposes to Sell Property for $3.4MM ---------------------------------------------------------- Bellmawr Laundry LLC d/b/a Liberty Laundry filed a motion asking the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to approve its disclosure statement and to fix dates for filing acceptances or objections to its plan of reorganization. The Plan embodies the sale of the Debtor's Property for a sale price of $3,400,000 pursuant to the Purchase and Sale Agreement which will be executed on or before Nov. 10, 2017, by the Debtor and Purchaser and will be structured in a manner consistent with the Purchase and Sale Letter of Intent. Specifically, the closing on the sale of its Property under the Purchase and Sale Agreement will provide adequate funds to allow the Debtor to pay in full its secured claims due M&T Bank, SBA and the Borough of Bellmawr as well as its Administrative Claims including Fee Claims, its Allowed Priority Claims (estimated at zero) and the Net Proceeds from the Sale of the Property will be paid to holders of allowed unsecured claims on a Pro-Rata basis. Each General Unsecured Claim will receive a Pro-Rata share of the Net Proceeds from the Sale of the Property within 30 days after the later of the Effective Date, the date on which such General Unsecured Claim against the Debtor becomes an Allowed General Unsecured Claim or such other date as may be ordered by the Bankruptcy Court. "Net Proceeds from the Sale of the Property" will mean the sale price paid by the Purchaser to the Debtor under the Purchase and Sale Agreement less payment in full of all of the following: (i) all normal and customary closing costs and liens that encumber title to the Property as reflected on the closing statement, (ii) all Allowed Claims in Classes 1, 2, 3, and 4 of this Plan, (iii) payment of all Allowed Priority Tax Claims, and (iv) payment of all Allowed Administrative Claims including Allowed Fee Claims. No interest will be paid on Allowed Class 5 Claims. The Debtor believes that the total amount of Allowed Unsecured Claims should not exceed $500,149. A full-text copy of the Disclosure Statement dated Oct. 31, 2017, is available at: http://bankrupt.com/misc/paeb17-13172-138.pdf About Central Laundry Inc. Central Laundry, Inc., which does business under the name Olympic Linen, operates a commercial laundry and linen service for the restaurant and hospitality industry. Its headquarters is located at 615 Industrial Park Drive, Lansdowne, Pennsylvania. Central Laundry previously filed for Chapter 11 protection (Bankr. E.D. Pa. Case No. 16-10666) on Feb. 1, 2016, estimating its assets and liabilities of less than $50,000. Paul J. Winterhalter, Esq., at the Law Offices Of Paul J. Winterhalter, P.C., served as the Debtor's bankruptcy counsel in the 2016 case. Central Laundry, Inc. and its New Jersey-based affiliate Bellmawr Laundry LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case Nos. 17-13172 and 17-13189) on May 3, 2017. The petitions were signed by George Rengepes, president and member. At the time of the filing, each of the Debtors estimated their assets and debts at $1 million to $10 million. The cases are assigned to Judge Eric L. Frank. The Debtors tapped Maschmeyer Karalis P.C. as legal counsel, and Asterion Inc. as financial advisor. CIRCOR INT'L: Moody's Assigns B2 CFR; Outlook Stable ---------------------------------------------------- Moody's Investors Service assigned new ratings to CIRCOR International, Inc. (CIRCOR), including a B2 Corporate Family Rating (CFR), B2-PD Probability of Default Rating, B1 senior secured ratings and an SGL-3 Speculative Grade Liquidity rating. The rating outlook is stable. CIRCOR plans to raise $935 million of secured debt financing - a $150 million first-lien revolving credit facility and a $785 million first-lien term loan - to help fund the purchase of Colfax Corporation's Fluid Handling business (Fluid Handling) for $855 million and to repay existing CIRCOR debt. The purchase price includes CIRCOR common stock issued to Colfax for $163 million and $150 million of assumed net pension liabilities. Moody's took the following rating actions on CIRCOR International, Inc.: - Corporate Family Rating assigned at B2 - Probability of Default Rating assigned at B2-PD - First-Lien Gtd Senior Secured Revolving Credit Facility assigned at B1 (LGD3) - First-Lien Gtd Senior Secured Term Loan assigned at B1 (LGD3) - Speculative Grade Liquidity Rating assigned at SGL-3 - Rating outlook stable RATINGS RATIONALE The ratings reflect CIRCOR's favorable niche market focus within severe flow control applications, diverse and highly reputable customer base, increasingly variable cost structure and asset-light business model that have helped maintain margins and free cash flow despite the multi-year negative trend in revenues. The acquisition of Fluid Handling, with its industry-leading screw pumps, complements CIRCOR's valve offerings and enhances overall scale and scope within the large, highly fragmented global flow control sector. Fluid Handling also brings with it a meaningful aftermarket/recurring revenue stream that should immediately boost margins and cash flow. Operations are geared towards end markets that can be highly cyclical (oil and gas, commercial marine, numerous industrial sectors) as indicated by weak organic revenue growth since 2014 that is being driven by the prolonged weakness and uncertainty in the oil and gas markets. The purchase of Fluid Handling is CIRCOR's largest to-date and raises pro forma leverage to over 6x incorporating Moody's standard adjustments. The company's ability to generate cash even during downcycles - CIRCOR on a standalone basis has averaged free cash flow of $40 million/year over the past 5 years despite a 30% decline in revenues - should result in some level of accelerated debt repayment, however lingering softness in the oil and gas sector at nearly 40% of pro forma revenues could protract the de-levering process at a time of increased financial, and at least initially, operational risk. Steady deleveraging through both debt reduction and earnings growth is an important element of the ratings. CIRCOR has adequate liquidity, although Moody's expects a cash balance lower than historical levels. Free cash flow is expected to approach $50 million over the next twelve months, eclipsing the five-year annual average. Concurrent with the funding of the proposed term loan, CIRCOR will raise a $150 million revolving credit facility set to expire in 2022. The facility will have near full availability at transaction close with Moody's expectations for modest, if any, usage over the next twelve months. The facility is subject to only a springing total net first-lien leverage ratio tested if the aggregate amount of outstanding borrowings exceeds a set percentage of the facility. The term loan does not contain any financial maintenance covenants. There are no near-term debt maturities other than the approximately $8 million of annual amortization payments required on the term loan. With the first-lien revolving facility and first-lien term loan, there are limited sources of alternate liquidity as substantially all assets are pledged. The rating outlook is stable, reflecting Moody's expectations that CIRCOR's end markets will demonstrate stronger fundamentals over the next couple of years - in stark contrast to recent annual trends but meaningfully less than CIRCOR's forward expectations - leading to free cash flow, even in a modestly growing macro-environment, being applied to debt reduction. Several trends (customers' plans to increase capital expenditures, increases in backlogs, the return of organic growth) within oil and gas and the industrial markets seem to indicate a potential pickup in demand, however Moody's notes that actual spending remains cautious. The addition of Fluid Handling should add resiliency to the top-line with its aftermarket presence while margins should also benefit from reasonable revenue and cost synergies. A sharp rebound in the energy markets (i.e. the return of organic growth) and higher than anticipated growth in margins and cash flow generation used for debt repayment, boosted by the addition of Fluid Handling and cost structure improvements, could result in an upgrade. From a metrics standpoint, leverage near 5x and free cash flow-to-debt in the mid-to-upper single digit range would be important in considering an upgrade. Accelerated growth in recurring revenues that would help moderate top-line volatility would also be viewed favorably. The continuation of negative organic revenue growth and significant top-line volatility, the inability to capture meaningful synergies (revenue and cost) from the Fluid Handling acquisition or reduced cash flow generation that protracts the de-levering process and weakens the liquidity profile (the cash position is already expected to be modest relative to the pro forma revenue base) could result in negative rating action. Additionally, debt-to-EBITDA remaining near the 6.5x range, FCF-to-debt dropping below 5% for an extended period of time or the EBITDA margin falling to the low-double digit range could warrant a downgrade. CIRCOR International, Inc. provides flow and motion control precision-engineered valves, fittings, switches, sensors and flight components for use in extreme operating environments (e.g. high pressure, high temperature, caustic fluids, fluids with abrasives) within the oil and gas, aerospace and power process industries. With Fluid Handling, the product portfolio will also include screw pumps and centrifugal pumps for severe flow control applications. Pro forma revenues for the fiscal year ended December 31, 2017 will be approximately $1.1 billion. The principal methodology used in these ratings was Global Manufacturing Companies published in June 2017. CIRCOR INTERNATIONAL: S&P Assigns 'B+' CCR, Outlook Stable ---------------------------------------------------------- S&P Global Ratings assigned its 'B+' corporate credit rating to CIRCOR International Inc. The outlook is stable. S&P said, "At the same time, we assigned our 'B+' issue-level rating and '3' recovery rating to the company's proposed senior secured credit facility, which comprises a $150 million revolving credit facility and a $785 million first-lien term loan. The '3' recovery rating indicates our expectation for meaningful recovery (50%-70%; rounded estimate: 60%) in the event of a default." Burlington, Mass.-based CIRCOR International is a global designer and manufacturer of flow and motion control products and systems for severe service applications. Our ratings on the company reflect its moderate size, narrow scope, average profitability, some volatility due to its energy and industrial end market exposure and high debt. S&P said, "The stable outlook on CIRCOR reflects our expectation that the company's revenue will increase by the mid-single digit percent area over the next 12-18 months on continued U.S. and eurozone GDP growth and a modest turnaround in the oil and gas end market. We also anticipate that the company's operating margins will improve over the same period on its rising sales volume, improved operating leverage, the realization of acquisition synergies, and the roll-off of various restructuring and transaction-related expenses. We expect CIRCOR to have adjusted debt-to-EBITDA of 6.0x in 2017 before improving to 5.3x by 2018, which is consistent with the current rating. "We could lower our ratings on CIRCOR if slower-than-expected global economic growth or sustained weakness in the oil and gas market cause its revenue to decline. Under these conditions, we would expect the company's adjusted debt-to-EBITDA to exceed 6.5x on a sustained basis without any clear prospects for improvement. This could occur if the company's sales and operating margins decline by 600 basis points (bps) and 225 bps, respectively, from our base-case assumptions. "We could also lower our ratings if the company pursues acquisitions or shareholder rewards that cause its credit metrics to remain at or above their current levels or constrain its liquidity such that it must draw on more than 25% of its revolving credit facility's committed amount (triggering the springing first-lien net leverage covenant). "Although unlikely over the next 12 months, we could raise our ratings on CIRCOR if better-than expected demand and improving operating leverage cause the company's debt leverage to decline below 4.0x on a sustained basis. This could occur if the company's sales growth and operating margins improve by 600 bps and 400 bps above our base-case assumptions, respectively. Additionally, we would need to be confident that CIRCOR is committed to maintaining financial policies that would enable it to sustain this reduced level of leverage." CLINE GRAIN: Selling All Vehicles to Family Members for $45K ------------------------------------------------------------ Cline Transport, Inc., filed a notice with the U.S. Bankruptcy Court for the Southern District of Indiana of its private sale of all vehicles and related equipment, except for the 2015 GMC Sierra Pick Up, to Kyle D. Cline, Tyler J. Cline, and Michael L. Cline for $44,800. A hearing on the Motion is scheduled for Dec. 6, 2017, at 10:00 a.m. The objection deadline is Nov. 27, 2017. The Debtor owns certain trucks and trailers that have been recently appraised, and the appraisal indicates a value of $44,800. The Debtor entered into the Purchase Agreement whereby it agreed to sell the trucks and trailers to the Purchasers for $44,800. The Purchasers are the Debtor's shareholders' sons. Along with the familial relationship, the Debtor's shareholders and the Purchasers farm the family's farm ground as a family. In order to obtain crop input financing for 2016 and 2017 at a time when the Debtor's shareholders could not because of their financial difficulties, the Purchasers and other Cline family members obtained such crop input loans. The Debtor's shareholders and their sons have continued to farm together since the Petition Date, and it is anticipated that the Debtor's shareholders will always be jointly involved in all aspects of the Cline family farm for the foreseeable future. The Debtor proposes that all of the proceeds be paid to the Internal Revenue Service except that the IRS has agreed to allow a carve-out for the Debtor's attorney's fees and for United States Trustee's fees. Because the Purchase Price is equal to the fair market value, as established by the appraisal, the Debtor submits that no further marketing is necessary and that the Agreement is a result of arms-length and good-faith negotiations. After a diligent search, including reviewing filed claims and the Debtor's records, the Debtor, upon information and belief, submits the only interest in the Debtor's trucks and trailers are tax liens filed by the IRS and tax warrants filed by the Indiana Department of Revenue ("IDR"). Because the IRS tax liens were filed prior to the IDR tax warrants, the Debtor submits that the IRS has a first-priority lien on the trucks and trailers. A copy of the list of Equipment to be sold and the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Cline_Grain_561_Sales.pdf About Cline Grain, Inc. Cline Grain, Inc., and several affiliated entities sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ind. Lead Case No. 17-80004) on Jan. 3, 2017. The debtor-affiliates are Cline Transport, Inc. (Case No. 17-80005), New Winchester Properties, LLC (17-80006), Michael B. Cline and Kimberly A. Cline (Case No. 17-00013) and Allen L. Cline and Teresa A. Cline (Case No. 17-00014). Allen Cline, as authorized representative, signed the petitions. The cases are assigned to Judge Jeffrey J. Graham. The Debtors are represented by Jeffrey M. Hester, Esq., at Hester Baker Krebs LLC. Cline Grain, Inc., estimated under $50,000 in assets and $1 million to $10 million in liabilities. Cline Transport, Inc., estimated between $500,000 to $1 million in assets, while New Winchester Properties estimated $10 million to $50 million in assets. Both debtors estimated $1 million to $10 million in liabilities. No official committee of unsecured creditors has been appointed in the Chapter 11 cases. CLINE GRAIN: Selling Equipment to Shareholders' Sons for $38K ------------------------------------------------------------- Cline Grain, Inc., filed a notice with the U.S. Bankruptcy Court for the Southern District of Indiana of its private sale of farm equipment to Kyle D. Cline, Tyler J. Cline, and Michael L. Cline for $38,190. A hearing on the Sale Motion is hereby scheduled for Dec. 6, 2017, at 10:00 a.m. Objection deadline is Nov. 27, 2017. The Debtor owns the farm equipment that has been recently appraised, and the appraisal indicates a value of $38,190. It entered into the Purchase Agreement whereby it agreed to sell the trucks and trailers to the Purchasers for $38,190. The Purchasers are the Debtor's shareholders' sons. Along with the familial relationship, the Debtor's shareholders and the Purchasers farm the family's farm ground as a family. In order to obtain crop input financing for 2016 and 2017 at a time when the Debtor's shareholders could not because of their financial difficulties, the Purchasers and other Cline family members obtained such crop input loans. The Debtor's shareholders and their sons have continued to farm together since the Petition Date, and it is anticipated that the Debtor's shareholders will always be jointly involved in all aspects of the Cline family farm for the foreseeable future. The Debtor proposes that all of the proceeds be available to pay unsecured claims of the estate. Because the Purchase Price is equal to the fair market value, as established by the appraisal, the Debtor submits that no further marketing is necessary and that the Agreement is a result of arms-length and good-faith negotiations. After a diligent search, including reviewing filed claims, and the Debtor's records, the Debtor, upon information and belief, submits the only interest in the Debtor's farm equipment is that of Wells Fargo Bank, National Association. The Debtor submits that Wells Fargo will have been paid in full from pending real estate sales prior to a closing on the sale. A copy of the list of Equipment to be sold and the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Cline_Grain_547_Sales.pdf About Cline Grain Cline Grain, Inc., and several affiliated entities sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ind. Lead Case No. 17-80004) on Jan. 3, 2017. The debtor-affiliates are Cline Transport, Inc. (Case No. 17-80005), New Winchester Properties, LLC (17-80006), Michael B. Cline and Kimberly A. Cline (Case No. 17-00013) and Allen L. Cline and Teresa A. Cline (Case No. 17-00014). Allen Cline, as authorized representative, signed the petitions. The cases are assigned to Judge Jeffrey J. Graham. The Debtors are represented by Jeffrey M. Hester, Esq., at Hester Baker Krebs LLC. Cline Grain, Inc., estimated under $50,000 in assets and $1 million to $10 million in liabilities. Cline Transport, Inc., estimated between $500,000 to $1 million in assets, while New Winchester Properties estimated $10 million to $50 million in assets. Both debtors estimated $1 million to $10 million in liabilities. No official committee of unsecured creditors has been appointed in the Chapter 11 cases. CLINE GRAIN: Selling Farm Equipment to Sons for $83K ---------------------------------------------------- Allen L. Cline and Michael B. Cline filed a notice with U.S. Bankruptcy Court for the Southern District of Indiana of their private sale of farm equipment to Kyle D. Cline, Tyler J. Cline, and Michael L. Cline for $83,300. A hearing on the Motion is scheduled for Dec. 6, 2017, at 10:00 a.m. The objection deadline is Nov. 27, 2017. The Debtors own the Equipment that has been recently appraised, and the appraisal indicates a value of $83,300. They entered into the Purchase Agreement whereby they agreed to sell the farm equipment to the Purchasers for $83,300. The Purchasers are the Debtors' sons. Along with the familial relationship, the Debtors and the Purchasers farm the families' farm ground as a family. In order to obtain crop input financing for 2016 and 2017 at a time when the Debtors could not because of their financial difficulties, the Purchasers and other Cline family members obtained such crop input loans. Since the Purchasers and the Cline family members are the borrowers for the crop input loans, but the Debtors still own the Equipment, an arrangement was temporarily worked out to lease the Equipment to the Purchasers and other Cline family members. This arrangement was done to satisfy the conditions of the input loans (and meet conditions for use of property in the Debtors' estates), but was a distinction without a difference as far as the Cline family farming operations go, which have remained the same. The Debtors also lease their farm equipment to the Purchasers. And the Purchasers, because they have the input loan, are paying the Debtors to help farm. The Debtors and the Purchasers will continue to farm together after closing of the sale and it is anticipated will always be jointly involved in all aspects of the Cline family farm for the foreseeable future. The Debtors are asking that all of the net proceeds be available to pay unsecured creditors of each estate. By virtue of the equipment joint ownership, one half of the proceeds will be available to pay creditors in Allen's estate and one half of the net proceeds will be available to pay creditors in Mike's estate. Because the Purchase Price is equal to the fair market value, as established by the appraisal, the Debtors submit that no further marketing is necessary and that the Agreement is a result of arms-length and good-faith negotiations. After a diligent search, including reviewing filed claims and the Debtors' records, the Debtors, upon information and belief, assert the lien holders to be Wells Fargo Bank, National Association, and the Internal Revenue Service. Both Wells Fargo and the IRS will have been paid in full from pending real estate sales prior to the closing on the sale. The Debtors own the farm equipment, a list of which is available at: http://bankrupt.com/misc/Cline_Grain_548_Sales.pdf About Cline Grain Cline Grain, Inc., and several affiliated entities sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ind. Lead Case No. 17-80004) on Jan. 3, 2017. The debtor-affiliates are Cline Transport, Inc. (Case No. 17-80005), New Winchester Properties, LLC (17-80006), Michael B. Cline and Kimberly A. Cline (Case No. 17-00013) and Allen L. Cline and Teresa A. Cline (Case No. 17-00014). Allen Cline, as authorized representative, signed the petitions. The cases are assigned to Judge Jeffrey J. Graham. The Debtors are represented by Jeffrey M. Hester, Esq., at Hester Baker Krebs LLC. Cline Grain, Inc., estimated under $50,000 in assets and $1 million to $10 million in liabilities. Cline Transport, Inc., estimated between $500,000 to $1 million in assets, while New Winchester Properties estimated $10 million to $50 million in assets. Both debtors estimated $1 million to $10 million in liabilities. No official committee of unsecured creditors has been appointed in the Chapter 11 cases. CM EBAR: U.S. Trustee Forms Two-Member Committee ------------------------------------------------ Tracy Hope Davis, U.S. Trustee for Region 17, on Nov. 7 appointed two creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of CM Ebar, LLC. The committee members are: (1) Castle & Cooke Commercial-CA, Inc. Laura Whitaker, President 10,000 Stockdale Highway, Suite 300 Bakersfield, CA 93311 (2) GPL Property Company, LLC Jonathan Prince 723 North Elm Drive Beverly Hills, California 90210 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 CM Ebar LLC CM Ebar, LLC, is a casual-dining operator with various locations in Nevada, California, and New Mexico. Its principal place of business is located at 2270 Village Walk Drive, Henderson, Nevada. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 17-15530) on Oct. 17, 2017. Barry L. Kasoff, manager, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets of $1 million to $10 million and liabilities of $10 million to $50 million. Zachariah Larson, Esq., Matthew C. Zirzow, Esq., and Shara L. Larson, Esq., at Larson & Zirzow, LLC, serve as the Debtor's bankruptcy counsel. Judge August B. Landis presides over the case. COCOA SERVICES: Intends to File Liquidating Plan by January 12 -------------------------------------------------------------- Cocoa Services, L.L.C. and Morgan Drive Associates, L.L.C. submit an motion with the U.S. Bankruptcy Court for the Southern District of New York for an order extending the exclusive periods during which the Debtors may file a Chapter 11 plan and solicit acceptances to any such plan, each by 60 days, through January 12, 2018 and March 13, 2018, respectively. A hearing will be held on November 29, 2017, at 10:00 a.m. to consider the Debtors' motion for an Order Extending Exclusivity Periods. Objections are due no later than November 22. The primary focus of the Debtors and their counsel is sale of substantially all of the Debtors' assets. On October 4, 2017, the Court entered an order approving the sale of substantially all of the Debtors' assets to Carlyle Cocoa Company, LLC, which closed on October 5. With the sale complete, the Debtors and their counsel turned their attention preparing a joint plan of liquidation and related disclosure statement, on which substantial progress has been made. In fact, the Debtors anticipate filing a joint liquidating plan within the next 30 days. However, absent the requested extension, the exclusive period for the Debtors to file a plan or plans and the exclusive period to solicit acceptances thereto currently expire on November 13, 2017 January 12, 2018, respectively. About Cocoa Services Cocoa Services, L.L.C., operates a cocoa liquor and cocoa butter melting and deodorizing facility in Logan Township, Gloucester County, New Jersey. Morgan Drive Associates LLC is a real estate holding company that owns the land and building where Cocoa Services operates. Cocoa Services and Morgan Drive are affiliates of and wholly-owned subsidiaries of Transmar Commodity Group, Ltd. TCG filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 16-13625) on Dec. 31, 2016, estimating assets and debt of $100 million and $500 million. The case is pending before the Honorable James L. Garrity, Jr. Cocoa Services, L.L.C., and Morgan Drive Associates, L.L.C., sought Chapter 11 protection (Bankr. S.D.N.Y. 17-11936 and 17-11938) on July 14, 2017. The cases are also pending before Judge Garrity. Cocoa Services disclosed total assets of $18.34 million and total liabilities of $18.55 million as of July 11, 2017. Riker Danzig Scherer Hyland & Perretti LLP is serving as counsel to the Debtors. Klestadt Winters Jureller Southard & Stevens, LLP, is local counsel. Prime Clerk LLC is the claims and noticing agent. No committee, trustee or examiner has been appointed in these Bankruptcy Cases. COCRYSTAL PHARMA: Reports $2.3 Million Third Quarter Net Loss ------------------------------------------------------------- Cocrystal Pharma, Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss and comprehensive loss of $2.26 million for the three months ended Sept. 30, 2017, compared to a net loss and comprehensive loss of $1.88 million for the three months ended Sept. 30, 2016. For the nine months ended Sept. 30, 2017, the Company reported a net loss and comprehensive loss of $5.81 million compared to a net loss and comprehensive loss of $9.12 million for the same period a year ago. As of Sept. 30, 2017, Cocrystal Pharma had $122.25 million in total assets, $22.25 million in total liabilities and $99.99 million in total stockholders' equity. Net cash used in operating activities was $5,323,000 for the nine months ended Sept. 30, 2017 compared to $12,354,000 for the same period in 2016. For the nine months ended Sept. 30, 2016, net cash used by operating activities consisted primarily of $5,810,000 in operating expenses net of changes in operating assets and liabilities. Net cash used in investing activities was $52,000 for the nine months ended Sept. 30, 2017, compared to $32,000 for the same period in 2016. For the nine months ended Sept. 30, 2017, net cash used for investing activities consisted primarily of capital spending of $40,000 and the payment of long-term deposits of $12,000. For the nine months ended Sept. 30, 2016, net cash used for investing activities of $32,000 consisted mostly of capital spending totaling $49,000 and payment of long-term deposits of $23,000, net of $40,000 in principal payments received on our mortgage note receivable. Net cash provided by financing activities was $3,080,000 for the nine months ended Sept. 30, 2016, compared to cash provided by financing activities of $9,016,000 for the same period in 2016. For the nine months ended Sept. 30, 2017, cash provided by financing activities resulted from its sale of common stock, which resulted in proceeds of $3,000,000 and $80,000 from the exercising of stock options. Net cash provided by financing activities for the nine months ended Sept. 30, 2016 amounted to approximately $9,013,000 in proceeds from sale of our common stock and $3,000 for the exercise of stock options. "We have a history of operating losses as we have focused our efforts on raising capital and research and development activities," the Company stated in the Quarterly Report. "The Company has never been profitable, has no products approved for sale, has not generated any revenues to date from product sales, and has incurred significant operating losses and negative operating cash flows since inception. For the nine months ended September 30, 2017, the Company recorded a net loss of approximately $5.8 million and used approximately $5.3 million of cash for operating activities. "As of September 30, 2017, the Company had $1.3 million in cash to fund its operations. The Company does not believe its current cash balances will be sufficient to allow the Company to fund its operating plan for the next twelve months. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations or substantially curtail its drug development activities. These conditions raise substantial doubt as to the Company's ability to continue as a going concern." A full-text copy of the Form 10-Q is available for free at: https://is.gd/6Yhyif About Cocrystal Pharma Cocrystal Pharma, Inc., formerly known as Biozone Pharmaceuticals, Inc., is a pharmaceutical company with a mission to discover novel antiviral therapeutics as treatments for serious and/or chronic viral diseases. Cocrystal Pharma employs unique technologies and Nobel Prize winning expertise to create first- and best-in-class antiviral drugs. These technologies and the Company's market-focused approach to drug discovery are designed to efficiently deliver small molecule therapeutics that are safe, effective and convenient to administer. The report from BDO USA, LLP, in Seattle, Washington, the Company's independent registered public accounting firm for the year ended Dec. 31, 2016, included an explanatory paragraph stating that that the Company has suffered recurring losses from operations and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. Cocrystal Pharma reported a net loss of $74.87 million in 2016, a net loss of $50.12 million in 2015 and a net loss of $99,000 in 2014. COMMUNITY HEALTH: Fitch Cuts IDR to CCC on High Leverage -------------------------------------------------------- Fitch Ratings has downgraded the ratings of Community Health Systems, Inc. (CHS), including the Issuer Default Rating (IDR) to 'CCC' from 'B'. The ratings apply to $14.1 billion of debt outstanding at Sept. 30, 2017. KEY RATING DRIVERS Persistent Credit Profile Headwinds: The downgrade reflects CHS's very high leverage, weak operating trends particularly since the acquisition of rival hospital operator Health Management Associates (HMA) in late 2014, and execution risk surrounding a divestiture and business repositioning plan. Weak Financial Position: Progress in deleveraging has been slow since the HMA acquisition. Leverage at Sept. 30, 2017 was 8.0x, versus 5.2x prior to the acquisition. Since the beginning of 2016, CHS has paid down about $3 billion of debt using the proceeds from the spinoff of Quorum Health Corp., the sale of a minority interest in several hospitals in Las Vegas and several smaller divestitures; a 2016 amendment to the terms of the credit facility requires that asset sale proceeds are used to repay term loans. Forecast Reflects Hospital Divestitures: Fitch's $1.6 billion and $1.5 billion Operating EBITDA forecast for CHS in 2017 and 2018, respectively, reflect the loss of a cumulative $3.4 billion in revenue as a result of the company's portfolio pruning program. During 2017, the company divested 30 hospitals, raising about $1.7 billion of cash proceeds. The divestiture program is part of a longer-term plan to improve same-hospital margins and sharpen focus on a subset of core markets with better organic operating prospects. Headwinds to Less-Acute Volumes: CHS's legacy hospital portfolio is exposed to rural and small suburban markets facing secular headwinds to less-acute patient volumes. Volume trends are highly susceptible to weak macroeconomic conditions and seasonal influences on flu and respiratory cases. Health insurers and government payors have recently increased scrutiny of short-stay admissions and preventable hospital readmissions. Despite shedding lower margin hospitals, CHS's same hospital operating trends have been weak in 2017. The company did incur $40 million of hurricane related impact in the third quarter of 2017 (3Q17), but even adjusting for this, the operating margin continues to deteriorate year-over-year, which Fitch believes is indicative of the depth of the headwinds facing management in repairing the business profile. Repositioning Will Require Investment: A strategy of repositioning the hospital portfolio around larger, faster-growing markets is well aligned with secular trends. However, Fitch believes that successful execution of this plan is not without challenges from both an operational execution and capital investment perspective, particularly as it is occurring at a time when cash flow is depressed relative to historical levels and there is a certain amount of management attention consumed by executing the divestiture program. Fitch forecasts CFO of $600 million-$700 million through the forecast period. Liquidity Challenges: Between organic cash generation and access to committed revolving lines of credit, Fitch thinks that CHS has adequate access to capital to fund day-to-day operations. However, there are significant longer-term concerns with the liquidity profile. Specifically, CHS faces nearly $3 billion of unsecured note maturities in November 2019 and July 2020 and has limited headroom under financial maintenance covenants. There is some ability to refinance the unsecured notes with secured debt, but this capacity is restricted by the terms of the debt agreements. Fitch expects CHS to maintain compliance with the maintenance covenants at the end of 2017, but thinks there is a likelihood that the company will violate the covenants in 2018. Additional secured debt paydown with asset sale proceeds could help the company remain in compliance in 2018. DERIVATION SUMMARY CHS's 'CCC' IDR reflects the company's weak financial flexibility with high gross debt leverage, limited headroom under debt agreement financial maintenance covenants and $1.9 billion of unsecured notes maturing in November 2019. The operating profile is among the weakest in the investor owned acute care hospital category because of a focus on rural and small suburban hospital markets that are facing secular headwinds to organic growth. CHS does generate consistently positive FCF, but Fitch believes that some of the company's hospital markets may require additional capital investment to improve organic growth and profit margins. No country-ceiling, parent/subsidiary or operating environment aspects impacts the rating. KEY ASSUMPTIONS Fitch's key assumptions within its rating case for the issuer include: -- Top line growth of negative 14% and negative 8% in 2017 and 2018, respectively, reflects completed divestitures. Underlying same hospital growth of negative 1% in 2017 and flattish in the outer years of the forecast period is driven by pricing as patient volumes are assumed to be down 1% to 2%. -- EBITDA before associate and minority dividends of $1.6 billion in 2017 assumes an operating EBITDA margin of 10.5% reflecting ongoing negative operating leverage due to volume losses in the base business outweighing the benefit of the lower margin hospital divestitures. -- Capital intensity of 3.8% in 2017-2020. -- Free cash flow (FCF) margin of less than 1%, with lower EBITDA outweighing the benefit of lower cash interest expense due to debt re-payment. -- Total debt/EBITDA after associate and minority dividends is 8.0x-9.0x through the forecast period; based on Fitch calculated EBITDA the company is in compliance with financial maintenance covenants in 2017 but not 2018. Additional secured debt paydown with asset sale proceeds could help the company remain in compliance in 2018. RATING SENSITIVITIES Future Developments That May, Individually or Collectively, Lead to Positive Rating Action -- An upgrade to 'B-' could result from a recovery in the base business that leads to gross debt/EBITDA after associate and minority dividends sustained around 7.0x and an expectation that operating margins have stabilized. This will incorporate an expectation that ongoing CFO generation will be sufficient to fund investment in the remaining hospital markets that is necessary to return to positive organic growth in the near- term. A heightened degree of confidence that the company will be able to address the 2019-2020 debt maturities, whether through refinancing or a potential equity infusion, will also be an important consideration for an upgrade. Future Developments That May, Individually or Collectively, Lead to Negative Rating Action -- A downgrade to 'CC' or below would result from lack of a credible plan to address the 2019-2020 maturities developing within the next several quarters. LIQUIDITY Adequate Sources of Day-to-Day Liquidity: At Sept. 30, 2017, sources of liquidity included $590 million of cash on hand and $866 million of available capacity on the senior secured credit facility cash flow revolver ($929 million available less $63 million set aside for letters of credit); the company generated LTM FCF of $235 million. CHS's EBITDA/interest paid is solid for the 'CCC' rating category at 2.2x. Debt Maturities: Upcoming debt maturities include a $600 million capacity A/R securitization facility (not rated by Fitch) with $532 million outstanding at Sept. 30, 2017 that matures in November 2018. CHS's 2019 debt maturities are approximately $3.2 billion, including $1.3 billion of secured term loans and $1.9 billion of unsecured notes. The unsecured notes mature in November of 2019; another $1.2 billion of unsecured notes mature in July 2020. There is some ability to refinance the unsecured notes with secured debt. The terms of the credit agreement (in effect as long as revolver commitments remain outstanding; bulk of the revolver matures Jan. 2021, with a small piece maturing Jan 2019) allow the company to issue $750 million in incremental term loans plus an amount equal to up to 4.0x net secured debt (and 4.25x junior net secured debt). The company is required to repay secured debt with divestiture proceeds, so part of the rationale behind the operational restructuring plan is to create secured debt capacity. At Sept. 30, 2017, the company said the secured net leverage ratio was 3.8x, implying that without a pick-up in EBITDA growth in the remaining business, the effects of the divestitures alone have so far not been deleveraging enough to create much capacity under the 4.0x ratio test. Little Headroom Under Covenant Terms: CHS was granted an amendment to the terms of the credit agreement by the bank lenders during the fourth quarter of 2016 to give near-term relief on the financial maintenance covenant levels. There was no increase in pricing, but the credit enhancements for the lenders strengthened the conditions under which the company is required to use divestiture proceeds to reduce debt, which is a near-term positive from a credit profile perspective. Fitch expects the company to remain in compliance with the financial maintenance covenants in the ratings case at the end of 2017, but thinks the company could trip the covenants at the end of 2018, depending upon the magnitude and timing of application of future asset sale proceeds to debt paydown. FULL LIST OF RATING ACTIONS Fitch has downgraded the following ratings: Community Health Systems, Inc. -- Issuer Default Rating (IDR) to 'CCC' from 'B'. CHS/Community Health Systems, Inc. -- IDR to 'CCC' from 'B'; -- Senior secured credit facility to 'B/RR1' from 'BB/RR1' -- Senior secured notes to 'B/RR1' from 'BB/RR1'; -- Senior unsecured notes to 'CC/RR6' from 'CCC+/RR6'. The 'B/RR1' rating for CHS's approximately $8 billion of secured debt (which includes the bank term loans, revolver and senior secured notes) reflects Fitch's expectations for 100% recovery under a hypothetical bankruptcy scenario. The 'CC/RR6' rating on CHS's $6.1 billion senior unsecured notes reflects Fitch's expectations of 9% recovery for these lenders in bankruptcy. Fitch estimates an enterprise value (EV) on a going concern basis of $9.2 billion for CHS, after a standard deduction of 10% for administrative claims. The EV assumption is based on post-reorganization EBITDA after payments to non-controlling interests of $1.5 billion and a 7x multiple. Fitch assumes that CHS would fully draw the $929 million available balance on the bank credit facility revolver in a bankruptcy scenario and includes that amounts in the claims waterfall. Fitch assumes that the $600 million accounts receivable (A/R) securitization facility would be replaced by an equivalently sized super-senior facility in bankruptcy, and includes this in the waterfall. When determining post-reorganization EV for hospital companies, Fitch usually employs an EBITDA estimate that is 30-40% lower than LTM EBITDA. This considers the operational attributes of the acute care hospital sector, including a high proportion of revenue generated by government payors, the legal obligation of hospital providers to treat uninsured patients, and the highly regulated nature of the hospital industry. Since the CHS scenario reflects a reorganization provoked by secular headwinds to organic growth in rural hospital markets, rather than a regulatory change that leads to lower payments to the industry, Fitch uses the 2019 forecast EBITDA. This assumes that ongoing deterioration in the business is offset by corrective measures taken to arrest the decline in EBITDA after the reorganization. There is a dearth of bankruptcy history in the acute care hospital segment. In lieu of data on bankruptcy emergence multiples in the sector, the 7x multiple employed for CHS reflects a history of acquisition multiples for large acute care hospital companies with similar business profiles as CHS in the range of 7x-10x since 2006 and the average public trading multiple (EV/EBITDA) of CHS's peer group (HCA, UHS, LPNT, THC), which has fluctuated between approximately 6.5x and 9.5x since 2011. CHS has recently sold hospitals in certain markets for a blended multiple that Fitch estimates is higher than the 7x assumed in the recovery analysis. However, Fitch believes the higher multiple on recent transactions is due to strong interest by strategic buyers in markets where they have is an existing footprint, and so is not necessarily indicative of the multiple that the larger CHS entity would command. COMSTOCK MINING: Effects a 5-for-1 Reverse Stock Split ------------------------------------------------------ Comstock Mining Inc. filed a Certificate of Change with the Nevada Secretary of State on Nov. 2, 2017, in order to implement a five-for-one (5:1) reverse stock split for all issued and outstanding shares of the Company's common stock, par value $0.000666 and a contemporaneous five-for-one (5:1) reduction in the number of shares of the Company's authorized Common Stock from 3,950,000,000 to 790,000,000 shares, in accordance with the procedures authorized by Nevada Revised Statutes Sections 78.207 and 78.209. The Board of Directors of the Company approved this corporate action by resolutions adopted at a meeting duly held on Oct. 23, 2017. The Reverse Split did not require stockholder approval. The Reverse Split became effective for trading purposes at the market opening on Nov. 10, 2017, at which time the Common Stock began trading on the NYSE AMERICAN on a split-adjusted basis. The Common Stock continues to trade under the symbol "LODE." The new CUSIP number for the Common Stock post-Reverse Split is 205750201. The Company will round up to the next full share of the Common Stock any fractional shares that results from the Reverse Split. About Comstock Mining Virginia City, Nev.-based Comstock Mining Inc. is a Nevada-based, gold and silver mining company with extensive, contiguous property in the historic Comstock district. The Company began acquiring properties in the Comstock District in 2003. Since then, the Company has consolidated a substantial portion of the Comstock district, secured permits, built an infrastructure and brought the exploration project into test mining production. The Company continues acquiring additional properties in the Comstock district, expanding its footprint and creating opportunities for exploration and mining. The goal of the Company's strategic plan is to deliver stockholder value by validating qualified resources (measured and indicated) and reserves (probable and proven) of 3,250,000 gold equivalent ounces by 2013, and commencing commercial mining and processing operations by 2011, with annual production rates of 20,000 gold equivalent ounces. Comstock Mining reported a net loss of $12.96 million in 2016, a net loss of $10.45 million in 2015, and a net loss of $9.63 million in 2014. As of Sept. 30, 2017, Comstock Mining had $32.21 million in total assets, $19.59 million in total liabilities and $12.61 million in total stockholders' equity. CONFIRMATRIX LABORATORY: $1M Sale of Lawrenceville Property Okayed ------------------------------------------------------------------ Judge Paul W. Bonapfel of the U.S. Bankruptcy Court for the Northern District of Georgia authorized Confirmatrix Laboratory, Inc.'s sale of the owner-occupied property located at 1770 Cedars Road, Lawrenceville, Georgia to Twenty Ninety Five, LLC, for $1,086,000. The Sale Hearing was held on Nov. 2, 2017. The sale is free and clear of all liens, claims, encumbrances, and other interests of any kind or nature whatsoever. Other than the secured claims of SunTrust and real estate taxes owed to the Gwinnett County Tax Commissioner which will be satisfied from the proceeds from sale of the Property, there are no other liens or encumbrances on the Property. From the proceeds of the sale of the Property authorized, Debtor shall: a. pay all usual, customary, and reasonable costs associated with the sale as provided in the Contract and in the listing agreement by and between Debtor and Powell Property Group, including the 6% brokerage fee for the Debtor's and the Purchaser's brokers collectively; b. upon receipt of a full remaining payoff amount from SunTrust including attorneys fees and expenses as of Nov. 8, 2017, pay at the Closing of the sale SunTrust Bank the remaining balance owed under its loan documents in full satisfaction of its claim in the case. c. pay any outstanding real estate taxes to the Gwinnett County Tax Commissioner; and d. pay the remainder of the sales proceeds to the Debtor's trust account with James-Bates-Brannan-Groover-LLP. The 14-day stay imposed by Bankruptcy Rule 6004(h) is waived; accordingly, the Order will be effective and enforceable immediately upon its entry and the closing can occur immediately upon entry of the Order. About Confirmatrix Laboratory Confirmatrix Laboratory, Inc., is a laboratory business focused on toxicology and blood testing. Its principal place of business is located at 1770 Cedars Road, Suite 200, Lawrenceville, Gwinnett County, GA 30045. Confirmatrix Laboratory filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 16-69934) on Nov. 4, 2016. Ann B. Durham, CEO, signed the petition. The Debtor estimated $1 million to $10 million in both assets and liabilities as of the bankruptcy filing. William J. Boone, Esq., at James Bates Brannan Groover, LLP, serves as bankruptcy counsel to the Debtor. The Debtor employed Marvin H. Willis and Smith & Howard, P.C., as its accountant. CONFIRMATRIX LABORATORY: Sale of Lawrenceville Property for $1M OKd ------------------------------------------------------------------- Judge Paul W. Bonapfel of the U.S. Bankruptcy Court for the Northern District of Georgia authorized Confirmatrix Laboratory, Inc.'s sale of the owner-occupied property located at 1770 Cedars Road, Lawrenceville, Georgia to Twenty Ninety Five, LLC, for $1,086,000. The Sale Hearing was held on Nov. 2, 2017. Other than the secured claims of SunTrust and real estate taxes owed to the Gwinnett County Tax Commissioner which will be satisfied from the proceeds from sale of the Property, there are no other liens or encumbrances on the Property. From the proceeds of the sale of the Property authorized, the Debtor shall: a. pay all usual, customary, and reasonable costs associated with the sale as provided in the Contract and in the listing agreement by and between Debtor and Powell Property Group, including the 6% brokerage fee for the Debtor's and the Purchaser's brokers collectively; b. upon receipt of a full remaining payoff amount from SunTrust including attorneys fees and expenses as of Nov. 8, 2017, pay at the Closing of the sale SunTrust Bank the remaining balance owed under its loan documents in full satisfaction of its claim in the case; c. pay any outstanding real estate taxes to the Gwinnett County Tax Commissioner; and d. pay the remainder of the sales proceeds to the Debtor's trust account with James-Bates-Brannan-Groover-LLP. The 14-day stay imposed by Bankruptcy Rule 6004(h) is waived, accordingly, the Order will be effective and enforceable immediately upon its entry and the closing can occur immediately upon entry of the Order. About Confirmatrix Laboratory Confirmatrix Laboratory, Inc., is a laboratory business focused on toxicology and blood testing. Its principal place of business is located at 1770 Cedars Road, Suite 200, Lawrenceville, Gwinnett County, GA 30045. Confirmatrix Laboratory filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 16-69934) on Nov. 4, 2016. The petition was signed by Ann B. Durham, CEO. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. William J. Boone, Esq., at James Bates Brannan Groover, LLP, serves as bankruptcy counsel to the Debtor. The Debtor employed Marvin H. Willis and Smith & Howard, P.C. as its accountant. CORNBREAD VENTURES: Taps Horne LLP as Accountant ------------------------------------------------ Cornbread Ventures, LP seeks approval from the U.S. Bankruptcy Court for the District of Arizona to hire Horne LLP as its accountant. The services to be provided by the firm include financial statement compilation; accounts payable and cash flow planning; payroll processing; and tax consulting and reporting. Horne will be compensated on a fixed fee basis for these services: (a) Financial statement compilation: $1,300 per store per month (b) Accounts payable and cash flow planning: $350 per store per month (c) Payroll and HR: $450 per store per month (d) Tax, consulting & reporting: $75 per store per month Work beyond the scope of these services such as preparing the monthly operating reports, statements and schedules, will be billed at the firm's customary hourly rates. Tommy Butler, a partner at Horne, charges an hourly fee of $300 while other professionals charge between $100 and $400. Mr. Butler disclosed in a court filing that his firm is "disinterested" as that term is defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Tommy Butler Horne LLP 1020 Highland Colony Parkway, Suite 400 Ridgeland, MS 39157 Phone: (601) 898-9054 About Cornbread Ventures Cornbread Ventures, LP is the owner and operator of Z'Tejas Southwestern Grill. The company was founded in 2015 and is based in Austin, Texas. Cornbread Ventures filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 17-12877) on October 30, 2017. The petition was signed by Michael Stone, its president and general partner. Judge Brenda K. Martin presides over the case. The Debtor is represented by Jordan A Kroop, Esq., at Perkins Coie LLP as counsel. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. CREEKSIDE HOMES: May Use $99.3K in Cash Collateral -------------------------------------------------- The Hon. Trish M. Brown of the U.S. Bankruptcy Court for the District of Oregon has entered an interim order authorizing Creekside Homes, Inc., to use $99,337 in cash collateral. A final hearing on the cash collateral use will be held on Nov. 20, 2017, at 2:00 p.m. Pacific Time. Objections to the continued use of cash collateral must be filed within 14 days of the Nov. 3, 2017 notice service date. As reported by the Troubled Company Reporter on Oct. 26, 2017, the Debtor sought court approval to use up to $30,000 of cash collateral. The Debtor said it needs to use cash collateral to operate its business, to pay employees, to pay rent and utilities and pay other expenses. The Debtor said that during the period Nov. 17, 2017, through February 2018, the Debtor wants to spend $764,000 in costs of goods sold and $161,083 in overhead expenses for a total grant of $925,083. The four entities asserting interests in the Debtor's monies and accounts receivable will be adequately protected during this interim period by (1) providing replacements lien to these four entities to the extent their prepetition liens attached to the Debtor's property and with the same validity, priority, and description of collateral and (2) the value of the secured assets, (3) additional revenues created by operating the business, (4) keeping all assets properly insured (5) making adequate protection payments if ordered by the Court and (6) the value of the Debtor's assets. The entities with an interest in cash collateral are: -- Funding Circle filed a UCC 1 financing statement to secure a loan of $100,000 to the Debtor on or about Oct. 26, 2016, with an interest rate of 19.29%. It claimed an interest in monies; -- Swift Financial Corp. asserts that it purchased future receivables. The better argument is that Swift is in a junior position security interest in the Debtor's receivables. Swift loaned $100k to the Debtor, on or about March 7, 2017. The interest rate is 17%. Prepetition, Swift commenced a legal action against the Debtor and its two guarantors, Mr. and Mrs. Andrew Burton. The matter is now in arbitration with what appears to be a trial date of Nov. 8, 2017; -- Knight Capital, like Swift, either purchased an undefined portion of future receivables or it loaned $104,000 to the Debtor on or about March 8, 2017. The interest rate is 28%. The Debtor has not located a recorded financing statement; and -- LoanMe loaned $75,000 to the Debtor in August 2017. The interest rate is 69%. The Debtor has not located a recorded financing statement. Copies of the court orders are available at: http://bankrupt.com/misc/orb17-33893-41.pdf http://bankrupt.com/misc/orb17-33893-43.pdf About Creekside Homes Inc. Creekside Homes, Inc., is a small business organization in the home building industry with its principal place of business located at 219 NE Highway 99W McMinnville, Oregon. It designs, constructs and remodels houses to clients in Newberg, Forest Grove, McMinnville City and Sherwood City. It possesses interests in buildings under construction currently valued at approximately $1 million. It is licensed with the Oregon Construction Contractors Board. Creekside Homes sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ore. Case No. 17-33893) on Oct. 18, 2017. Andrew Burton, its president, signed the petition. At the time of the filing, the Debtor disclosed $1.1 million in assets and $1.13 million in liabilities. Judge Trish M. Brown presides over the case. Steven R. Fox, Esq., at Fox Law Corporation serves as the Debtor's legal counsel. CS MINING: Seeks February 5 Extension of Plan Filing Exclusivity ---------------------------------------------------------------- The Hon. William T. Thurman of the U.S. Bankruptcy Court for the District of Utah, at the behest of CS Mining, LLC, has entered an order further extending the exclusive periods within which to file and solicit acceptances of a chapter 11 bankruptcy plan through February 5, 2018 and April 4, 2018, respectively. The Troubled Company Reporter has previously reported that the Debtor asked the Court for an extension of the exclusivity periods for approximately three months, up to the maximum statutory periods. The Debtor told the Court that it has made significant progress in this chapter 11 case. In the initial period post-Petition Date, the Debtor said it has dedicated majority of its time obtaining the debtor-in-possession financing and preparing for its anticipated (and now consummated) sale pursuant to 11 U.S.C. Sec. 363. In addition, the Debtor's management focused on responding to the many time-consuming demands that inevitably accompanied the running of this chapter 11 case including, among other things: (a) responding to inquiries from, and otherwise dealing with, the Debtor's utilities, the Debtor's customers, Committee and other parties-in-interest with questions regarding this chapter 11 case; (b) obtaining approval of, and administering, myriad motions designed to minimize the disruption of the Debtor's business during this chapter 11 case; (c) complying with various procedural requirements under the Bankruptcy Code, including the filing of monthly operating reports; and (d) engaging in discussions with all parties-in-interest in an attempt to negotiate a consensual path forward that maximizes value for the estate. Moreover, after establishing a solid foundation for this chapter 11 case, the Debtor has commenced two significant adversary proceedings against its major, senior secured creditors. As part of the sale process, the Debtor averred that it has successfully settled both of these cases which, in turn, helped to facilitate the sale and generate a significant benefit for the Estate and its creditors. These settlements, combined with the sale proceeds, will inform the structure of the chapter 11 plan, which Debtor has been preparing. The Debtor claimed that it has now begun to draft and shape the parameters of a chapter 11 liquidating plan. Until these issues were resolved, however, the Debtor siad that the potential form of any chapter 11 plan involved too much uncertainty with too many variables to permit any meaningful and efficient drafting of a plan. Now that numerous case obstacles have been surmounted, the Debtor intended to get the plan process underway. The Debtor believed that the requested extension of the Exclusive Periods will foreclose the opening of a potential new avenue of distraction and save the attendant drain on estate resources -- all of which will benefit of the Debtor's creditors. About CS Mining, LLC CS Mining, LLC, is a mining and processing company headquartered in Milford, Utah. Purported creditors R.J. Bayer Professional Geologist, LLC; Minerals Advisory Group, LLC; Rollins Construction & Trucking, LLC; Rollins Machine, Inc.; and Oxbow Sulphur, Inc., filed an involuntary petition to put the Company into Chapter 11 bankruptcy (Bankr. D. Utah Case No. 16-24818) on June 2, 2016. Brahma Group, Inc., subsequently joined the petition. On Aug. 4, 2016, the Debtor filed its Notice of Filing Letter to the Consent and Proposed Form of Order, together with a proposed form of Order for Relief, which Order was entered by the Court on the Relief Date. Pursuant to the Order for Relief, CS Mining continues to operate its business and manage its properties as a debtor-in-possession pursuant to Chapter 11 of the Bankruptcy Code. Judge William T. Thurman presides over the case. The Petitioners are represented by Martin J. Brill, Esq., at Levene, Neale, Bender, Yoo & Brill L.L.P and George B. Hofmann, Esq., at Cohne Kinghorn PC. CS Mining tapped Snell & Wilmer L.L.P. as local counsel, and Pepper Hamilton LLP as its legal counsel, nunc pro tunc to June 2, 2016. FTI Consulting, Inc., as restructuring advisor. Epiq Bankruptcy Solutions, LLC, as claims and noticing agent. The U.S. Trustee on Aug. 12, 2016, appointed an Official Committee of Unsecured Creditors. The Committee hired Levene, Neale, Bender, Yoo & Brill L.L.P. as lead counsel and Cohne Kinghorn as local counsel. CS360 TOWERS: Trustee Selling Sacramento Condo Unit 1608 for $550K ------------------------------------------------------------------ Bradley Sharp, Chapter 11 Trustee of CS360 Towers, LLC, asks the U.S. Bankruptcy Court for the Eastern District of California to authorize the sale of condominium Unit 1608 1ocated at 500 N Street, Sacramento, California to Jeremy Haus for $550,000. On June 15, 2017, the Court entered the Sale and Bid Procedure Order approving the Sales Procedures for the Debtor's Real Estate Assets. Pursuant to the Sales Procedures, the Trustee is authorized to enter into contracts for the sale of the Debtor's condominium units, and provide notice of the proposed sale and an opportunity to overbid. In connection with the Sale and Bid Procedure Order and Sales Procedures, the Trustee has marketed and sold Unit 1608 1ocated at 500 N Street, Sacramento, California, and asks entry of an Order approving the sale pursuant to the Sale and Bid Procedure Order. On Oct. 19, 2017, the Trustee filed and served on all parties the Notice of Sale and Opportunity to Overbid pursuant to the Sale and Bid Procedure Order and approved Sales Procedures. The Sale Notice disclosed the proposed sale of Unit 1608 for $550,000, and solicited overbids and outlined the sales procedures previously approved by the court. The Sale Notice includes a copy of the sale contract between the estate and the Purchaser. o overbid was received by the Trustee. The deadline for the receipt of overbids was Nov. 2, 2017. The sale of Unit 1608 is not free and clear -- the deed of trust will be reconveyed by the secured creditor following full payment out the escrow for the sale of the property. Accordingly, having complied with the procedures and requirements outlined by the Sale and Bid Procedure Order, the Trustee is entitled to ask entry of an Order approving the sale on this ex parte basis. The bulk of the sales proceeds will be paid by agreement to the senior secured creditor, whose claim is secured by Unit 1608. The Preliminary Title Report prepared by the title company reflects encumbrances on title of Unit 1608, and reflects the senior secured deed of trust at exception number 16 (note that prior monetary encumbrances have been reconveyed. Declarations of Disinterestedness were executed by the brokers engaged on this transaction who will be receiving the commissions outlined in the estimated closing statement, which the Trustee requested the brokers execute. About CS360 Towers CS360 Towers, LLC, filed a Chapter 11 petition (Bankr. E.D. Cal. Case No. 17-20731) on Feb. 3, 2017. Mark D. Chisick, manager, signed the petition. At the time of filing, the Debtor disclosed total assets of $18.46 million and total liabilities of $5.72 million. The case is assigned to Judge Robert S. Bardwil. The Debtor is represented by Stephan M. Brown, Esq., at the Bankruptcy Group, P.C. Bradley Sharp of Development Specialists, Inc., was appointed as Chapter 11 trustee of the Debtor on March 27, 2017. Downey Brand LLP is the Trustee's legal counsel. Coldwell Banker Residential Brokerage; Cal Northern Realty Group; and Jones Lang LaSalle Brokerage, Inc., have been retained by the Trustee as real estate brokers, and Swicker & Associates Accountancy Corporation, as his tax advisor. CS360 TOWERS: Trustee's Sale of Sacramento Condo Unit 1608 Approved ------------------------------------------------------------------- Judge Robert S. Bardwil of the U.S. Bankruptcy Court for the Eastern District of California authorized Bradley Sharp, Chapter 11 Trustee of CS360 Towers, LLC, to sell the condominium Unit 1608 1ocated at 500 N Street, Sacramento, California to Jeremy Haus for $550,000. The Trustee is authorized to pay the following claims at closing of the sale: (i) the Net Sale Proceeds (defined as the amount agreed to be accepted by the senior secured creditor as reflected in their payoff demand), to Messina Rose Johnson, Trustee of the Messina Rose Johnson Living Trust Dated June 6, 2014 as to an Undivided $350,000/$750,000 Interest, and Vickie Lynn Culbertson and Roderick Lee Johnson, Trustees of the $400,000/$750,000 Interest; (ii) all delinquent real property taxes and outstanding post-petition real property taxes pro-rated as of the closing with respect to the real property included among the purchased assets; and (iii) the closing costs identified in the Exhibit List submitted with the Application, including broker commissions. The Buyer has not assumed any liabilities of the Debtor. Except as otherwise provided in the Motion, the Sale Assets will be sold, transferred, and delivered to Buyer on an "as is, where is" or "with all faults" basis. The Order will be effective immediately upon entry. No automatic stay of execution, pursuant to Rule 62(a) of the Federal Rules of Civil Procedure, or Bankruptcy Rules 6004(h) or 6006(d), applies with respect to the Order. About CS360 Towers CS360 Towers, LLC, filed a Chapter 11 petition (Bankr. E.D. Cal. Case No. 17-20731) on Feb. 3, 2017. Mark D. Chisick, manager, signed the petition. At the time of filing, the Debtor disclosed total assets of $18.46 million and total liabilities of $5.72 million. The case is assigned to Judge Robert S. Bardwil. The Debtor is represented by Stephan M. Brown, Esq., at the Bankruptcy Group, P.C. Bradley Sharp of Development Specialists, Inc., was appointed as Chapter 11 trustee of the Debtor on March 27, 2017. Downey Brand LLP is the Trustee's legal counsel. Coldwell Banker Residential Brokerage; Cal Northern Realty Group; and Jones Lang LaSalle Brokerage, Inc., have been retained by the Trustee as real estate brokers, and Swicker & Associates Accountancy Corporation, as his tax advisor. CTI BIOPHARMA: Incurs $12 Million Net Loss in Third Quarter ----------------------------------------------------------- CTI Biopharma Corp. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $11.97 million on $1.70 million of total revenues for the three months ended Sept. 30, 2017, compared to a net loss of $29.18 million on $4.43 million of total revenues for the three months ended Sept. 30, 2016. For the nine months ended Sept. 30, 2017, the Company reported a net loss of $26.40 million on $24.68 million of total revenues compared to a net loss of $45.63 million on $48.26 million of total revenues for the same period during the prior year. The Company had $65.53 million in total assets, $37.12 million in total liabilities and $28.41 million in total shareholders' equity as of Sept. 30, 2017. Cash and cash equivalents as of Sept. 30, 2017, totaled $52.8 million, compared to $44.0 million at Dec. 31, 2016. CTI stated in the Form 10-Q that, "We will need to continue to conduct research, development, testing and regulatory compliance activities with respect to our compounds and ensure the procurement of manufacturing and drug supply services, the costs of which, together with projected general and administrative expenses, is expected to result in operating losses for the foreseeable future. In October 2016, we resumed primary responsibility for the development and commercialization of pacritinib as a result of the termination of the Pacritinib License Agreement with Baxalta and are no longer eligible to receive cost sharing or milestone payments for pacritinib's development. We have incurred a net operating loss every year since our formation. As of September 30, 2017, we had an accumulated deficit of $2.2 billion, and we expect to continue to incur net losses for the foreseeable future. "Our available cash and cash equivalents were $52.8 million as of September 30, 2017. We believe that our present financial resources, together with payments projected to be received under certain contractual agreements and our ability to control costs, will only be sufficient to fund our operations into the third quarter of 2018. This raises substantial doubt about our ability to continue as a going concern. "Accordingly, we will need to raise additional funds to operate our business. We may seek to raise such capital through public or private equity financings, partnerships, collaborations, joint ventures, disposition of assets, debt financings or restructurings, bank borrowings or other sources of financing. However, we have a limited number of authorized shares of common stock available for issuance and additional funding may not be available on favorable terms or at all. If additional funds are raised by issuing equity securities, substantial dilution to existing shareholders may result. If we fail to obtain additional capital when needed, our ability to operate as a going concern will be harmed, and we may be required to delay, scale back or eliminate some or all of our research and development programs, reduce our selling, general and administrative expenses, be unable to attract and retain highly-qualified personnel, be unable to obtain and maintain contracts necessary to continue our operations and at affordable rates with competitive terms, refrain from making our contractually required payments when due (including debt payments) and/or may be forced to cease operations, liquidate our assets and possibly seek bankruptcy protection." Recent Highlights Clinical / Regulatory * In July 2017, the first patient was enrolled in PAC203, a Phase 2 clinical trial of pacritinib in patients with primary myelofibrosis who have failed prior ruxolitinib therapy. PAC203 is designed to evaluate the dose response relationship for safety and efficacy (spleen volume reduction at 12 and 24 weeks) of three dose regimens: 100 mg once-daily, 100 mg twice-daily (BID) and 200 mg BID. The 200 mg BID dose regimen was used in the Phase 3 PERSIST-2 trial of pacritinib in patients with myelofibrosis. The trial is expected to enroll up to approximately 105 patients. * In July 2017, the European Medicines Agency (EMA) validated the Marketing Authorization Application (MAA) for pacritinib for the treatment of patients with myelofibrosis who have thrombocytopenia (platelet counts less than 100,000 per microliter). Validation confirms that the submission is complete and initiates the centralized review process by the EMA's Committee for Medicinal Products for Human Use (CHMP). Board of Directors and Management * In September 2017, Laurent Fischer, M.D. was appointed Chairman of the Board of Directors. Dr. Fischer has more than 20 years of experience in developing and commercializing novel medicines in the biopharmaceutical industry and currently serves as liver therapeutic area head at Allergan following its acquisition of Tobira Therapeutics in 2016. * In September 2017, David H. Kirske was promoted to chief financial officer and Bruce J. Seeley to chief operating officer of the company. "In the third quarter, we solidified our board and senior management leadership and continue to make significant progress in reducing expenses to operate as a leaner organization as we approach important milestones," said Adam R. Craig, M.D., Ph.D., president and chief executive officer of CTI BioPharma. "We believe there remains a significant unmet need for myelofibrosis patients with low platelets and continue activating sites in the PAC203 trial of pacritinib. We also look forward to continuing to work with the EMA over the next nine months during their review of the MAA for pacritinib." Report on Possible Failure to Comply with Covenants To the knowledge of CTI BioPharma's management, CTI BioPharma and its subsidiaries are in compliance with all covenants, negative pledges and other provisions concerning long-term debt. Business and financial plan CTI BioPharma's strategy is to become a leader in the acquisition, development and commercialization of novel therapeutics for the treatment of blood-related cancers. The key elements of CTI BioPharma's strategy to achieve this goal are to: * Commercialize PIXUVRI. Together with Servier, the Company intends to continue its efforts to build a successful PIXUVRI franchise in Europe as well as other markets. Its partner is currently focused on educating physicians on the unmet medical need and building brand awareness for PIXUVRI among physicians in the countries where PIXUVRI is available. A successful outcome from the post-authorization trial, PIX306, will enable the Company to potentially obtain full marketing authorization from the European Commission and expand the market potential for PIXUVRI. * Develop Pacritinib in Myelofibrosis and Additional Indications. The Company intends to develop and commercialize pacritinib for adult patients with myelofibrosis and potentially additional indications. * Continue to Develop Tosedostat for AML and MDS. The Company intends to continue develop its earlier stage candidate tosedostat for the treatment of AML and MDS currently through cooperative group sponsored trials and ISTs. Sponsoring such trials provides it with a more economical approach for further developing its investigational products. * Evaluate Strategic Product Collaborations to Accelerate Development and Commercialization. Where the Company believes it may be beneficial, it intends to evaluate additional collaborations to broaden and accelerate clinical trial development and potential commercialization of its product candidates. Collaborations have the potential to generate non-equity based operating capital, supplement its own internal expertise and provide it with access to the marketing, sales and distribution capabilities of its collaborators in specific territories. * Identify and Acquire Additional Pipeline Opportunities. The Company's current pipeline is the result of licensing and acquiring assets that it believes were initially undervalued opportunities. CTI plans to continue to seek out additional product candidates in an opportunistic manner. A full-text copy of the Form 10-Q is available for free at: https://is.gd/KOJK7H About CTI BioPharma CTI BioPharma Corp. (NASDAQ and MTA: CTIC) -- http://www.ctibiopharma.com/-- is a biopharmaceutical company focused on the acquisition, development and commercialization of novel targeted therapies covering a spectrum of blood-related cancers that offer a unique benefit to patients and healthcare providers. The Company has a late-stage development pipeline, including pacritinib for the treatment of patients with myelofibrosis. CTI BioPharma is headquartered in Seattle, Washington. CTI Biopharma reported a net loss attributable to common shareholders of $52 million for the year ended Dec. 31, 2016, a net loss attributable to common shareholders of $122.6 million for the year ended Dec. 31, 2015, and a net loss attributable to common shareholders of $95.99 million. CTI BIOPHARMA: Will Sell $200 Million Worth of Securities --------------------------------------------------------- CTI Biopharma Corp. filed a Form S-1 registration statement with the Securities and Exchange Commission in connection with a proposed offering of shares of common stock, shares of preferred stock, debt securities, warrants to purchase common stock, preferred stock and/or debt securities, rights to purchase common stock, preferred stock and/or debt securities, and units consisting of two or more of these classes or series of securities. The Company may sell any combination of these securities in one or more offerings, up to an aggregate offering price of $200,000,000, in amounts, at prices and on terms to be determined at the time of each offering thereof. CTI's common stock is quoted on The NASDAQ Capital Market and on the Mercato Telematico Azionario, or the MTA, stock market in Italy under the symbol "CTIC." On Nov. 3, 2017, the last reported sale price of the Company's common stock on The NASDAQ Capital Market was $3.05 per share. The Company does not expect its preferred stock, debt securities, warrants, rights or units to be listed on any securities exchange or over-the-counter market unless otherwise described in the applicable prospectus supplement. A full-text copy of the prospectus is available for free at: https://is.gd/8WQ1D4 About CTI BioPharma CTI BioPharma Corp. (NASDAQ and MTA: CTIC) -- http://www.ctibiopharma.com/-- is a biopharmaceutical company focused on the acquisition, development and commercialization of novel targeted therapies covering a spectrum of blood-related cancers that offer a unique benefit to patients and healthcare providers. The Company has a late-stage development pipeline, including pacritinib for the treatment of patients with myelofibrosis. CTI BioPharma is headquartered in Seattle, Washington. CTI Biopharma reported a net loss attributable to common shareholders of $52 million for the year ended Dec. 31, 2016, a net loss attributable to common shareholders of $122.6 million for the year ended Dec. 31, 2015, and a net loss attributable to common shareholders of $95.99 million. The Company had $65.53 million in total assets, $37.12 million in total liabilities and $28.41 million in total shareholders' equity as of Sept. 30, 2017. D&M INVESTMENTS: Hires Mazurkraemer Business Law as Counsel ----------------------------------------------------------- D&M Investments, Inc., seeks authority from the U.S. Bankruptcy Court for the Northern District of West Virginia to employ Mazurkraemer Business Law, as counsel to the Debtor. D&M Investments requires Mazurkraemer Business Law to: a. prepare the Debtor's petition, schedules, statement of financial affairs, list of 20 largest creditors, and creditor matrix; b. attend the initial scheduling conference, the initial Debtor interview and 341 meeting and prepare the Debtor for the same; c. attend meeting with the U.S. Trustee's Office, file monthly operating reports and quarterly reports, and pay all quarterly fees; d. represent the Debtor in all adversary proceedings or examinations; e. prepare a plan of reorganization and disclosure statement; f. facilitate approval of plan and confirmation hearing of the same; g. prepare and file all motions, applications and adversary proceedings with the Court; h. interact with the Court's staff and deputy; and i. be responsible for the general representation of the Debtor. Mazurkraemer Business Law will be paid at these hourly rates: Partners $275 Of Counsels $270 Associates $185 Paralegals $95-$150 Mazurkraemer Business Law will be paid a retainer in the amount of $10,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Salene Mazur Kraemer, partner of Mazurkraemer Business Law, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Mazurkraemer Business Law can be reached at: Salene Mazur Kraemer, Esq. MAZURKRAEMER BUSINESS LAW 331 Jonquil Place Pittsburgh, PA 15228 Tel: (412) 427-7075 Fax: (412) 202-0056 E-mail: salene@mazurkraemer.com About D&M Investments, Inc. D&M Investments, Inc., filed a Chapter 11 bankruptcy petition (Bankr. N.D. W.Va. Case No. 17-01105) on November 3, 2017. The Debtor hired Salene Mazur Kraemer, Esq., at Mazurkraemer Business Law, as counsel. DANIEL GULLICKSRUD: Reidts Buying Strum Property for $1.2M ---------------------------------------------------------- Daniel and Lori Gullicksrud ask the U.S. Bankruptcy Court for the Western District of Wisconsin to authorize the sale to Jacob and Kimberly Reidt of real property located at N49176 County V, Strum, Wisconsin for $850,000, and personal property for approximately $350,000. The objection deadline is Nov. 28, 2017. The Debtor and the Purchasers entered into Purchase Agreement for the sale of the Real Property for $850,000 with $5,000 earnest money. The transaction is to be closed no later than Dec. 1, 2017. The Real Property as set forth in the Agreement is to be sold free and clear of all liens as well the Personal Property which is set forth on the Bill of Sale with liens attaching to the net proceeds being sold and paid over to the creditors in the order of priority. The sale price of the Property is in the approximate amount of $1.2 million dollars. The Personal Property consists of: a. No less than 150 cows, but could be 185 cows at $1,500 each. b. No less than 80 heifers, but could be 86 heifers at $800 each. c. DeLaval calf feeder with computer and equipment for $7,000 (purchased through FSA loan and per FSA is not considered a permanent fixture) d. These items are listed separately. The Debtors would provide a bill of sale and can be paid over a 12- to 24-month period via milk assignment: (i) Mensch Sand shooter - $1,600; (ii) K Cal Silage defacer - $1,600; (iii) feed pusher, forks, some buckets - $1,000; (iv) washer and dryer - $250; (v) silage pile tire sidewalls (3000) - $1,500; (vii) sump pump - $800 (new in box); and (viii) 100 gal. fuel tank - $250 with rapid fill pump. A copy of the Agreement and the list of Mortgages and Liens on the Property is available for free at: http://bankrupt.com/misc/Daniel_Gullicksrud_279_Sales.pdf The proceeds from the sale of property will be used in this order: a. The closing costs related to the sale of property including title policy Commitment, transfer fees, recording fees, attorney's fees to Pittman & Pittman Law Offices, LLC not to exceed $2,500 and other miscellaneous expenses related to the closing as identified in the Closing Statement. b. The payment of any and all delinquent and accrued real estate taxes relating to the real estate being transferred and set forth in this legal description and Offer to Purchase. c. The net proceeds will be paid over to the creditors in the order of priority. The State Bank of Independence has a first lien priority. All other liens will attach to any excess proceeds and the sale proceeds, if any, will be held in the Trust Account of Pittman & Pittman subject to further Order of the Court on Notice to parties of interest. The sale also includes farm equipment and personal property which has various liens on properties. The liens will attach to the proceeds of the property being sold. Daniel and Lori Gullicksrud sought Chapter 11 protection (Bankr. W.D. Wis. Case No. 16-10814) on March 14, 2016. DCP MIDSTREAM: Fitch Affirms 'BB+' LT 'Issuer Default Rating' ------------------------------------------------------------- Fitch Ratings has affirmed DCP Midstream, LP's long-term Issuer Default Rating (IDR) at 'BB+' and senior unsecured rating at 'BB+/RR4'. Fitch also affirmed DCP's junior subordinated notes at 'BB-/RR6' and assigned a new preferred equity rating of 'BB-/RR6' to the company's proposed offering of Series A perpetual preferred units. Proceeds from the offering are expected to go towards repayment of DCP's 2.50% senior notes due December 2017, $500 million and other general partnership purposes. The Rating Outlook is Stable. KEY RATING DRIVERS Scale and Scope of Operations: The ratings recognize that DCP is one of the largest independent producers and processors of natural gas liquids (NGLs) in the U.S. with a robust operating presence in all of the key production regions within the country. The size and breadth of DCP's operations allow it to offer its customers end-to-end gathering, processing, storage and transportation solutions giving it a competitive advantage within the regions where they have significant scale. Additionally, the company's large asset base provides a platform for growth opportunities across its footprint. DCP has a particular focus on the Denver Julesburg Basin and the Permian Basin, areas in need of gathering and processing infrastructure as production in the liquids-rich regions of these plays continues to increase. Much of DCP's asset portfolio is 'must-run'-type assets; as long as oil and gas is flowing from the wells and basins they access, DCP will process the gas. Volumetric Risks: Fitch remains concerned with volumetric risks across DCP's consolidated asset base. While volumes in the DJ and Permian Basins are expected to continue to hold up well, elsewhere Fitch expects volume declines, particularly in the Eagle Ford region. NGL production volumes for 2Q 2017 were up 4% quarter over sequential quarter but down significantly on a year over year basis (down 7.5%) versus 2Q 2016. Some of this volume weakness has been offset by strong volumes on DCP's NGL transportation assets (+13% 2Q 17 vs. 2Q 16), but the NGL production volume weakness is concerning. Fitch expects near-term NGL production volume weakness could weigh on profitability but that a rising price deck and increased demand for NGLs in the U.S. should help moderate volumetric risks in 2018 and beyond. High Leverage: Fitch expects DCP's credit metrics on a consolidated basis to be weak in 2017/2018 but improve in outer years as DCP benefits from its cost improvements, newly announced growth projects, and rising NGL prices and increased demand. Fitch expects that DCP leverage will be between 5.5x and 6.0x for 2017 and 2018, based on Fitch EBITDA estimates and inclusive of 50% equity treatment for the junior subordinated notes and the preferred equity offering. Additionally, while DCP currently has roughly 78% of its pro forma gross margin supported by fee-based or hedged volumes, DCP's hedges on NGL's tend to be short tenor (typically 12 to 18 months out) leaving DCP exposed to hedge roll over risk, as well as longer-term exposure to commodity prices. For the 2H2017 only 60% of DCP's gross margin is fixed fee. Fitch believes DCP has made significant progress in improving its operating cost position and has driven significant amount of operating costs out of the business. As a result, DCP's breakeven costs have declined significantly prior pre-2016 levels. Supportive Ownership: The ratings reflect that DCP's owners have been and are expected to remain supportive of the company's operating and credit profile. DCP's ultimate owners and general partner Enbridge, Inc. (ENB; BBB+/Stable) and Phillips 66, Inc. (PSX; not rated) have in the past exhibited a willingness to inject capital, forgo dividends, and generally provide capital support to DCP and other operating partnerships. In association with DCP's simplification transaction at the beginning of 2017, its owners agreed to waive up to $100 million per year for three years in incentive distributions from DCP, if and as needed, in order for the partnership to maintain distribution coverage above 1.0x. Fitch expects that DCP will need an incentive distribution waiver of between $35 million and $55 million for 2017 but that distribution coverage will strengthen significantly and the waiver will likely not be needed in 2018 and 2019. Counterparty Exposure: Counterparty risk is a general concern for most gathering and processing issuers, but should be relatively limited for DCP. DCP's volumes and margin are supported by long term contracts and agreements with a diverse set of largely investment grade producers within the producing regions where DCP operates. DCP does not have any material unsecured concentration with any single high-yield counterparty. DERIVATION SUMMARY DCP's ratings are reflective of its favorable size, scale, geographic and business line diversity within the natural gas gathering and processing space. The ratings reflect improvements in liquidity, cash flow profile, and operating margin at the recently consolidated DCP enterprise. The ratings recognize that DCP has higher exposure to commodity prices than many of its midstream peers, with only 60% of gross margin supported by fixed fee contracts. This commodity price exposure has been partially mitigated in the near term through DCP's use of hedges for its NGL, natural gas and crude oil price exposure, pushing the percentage of gross margin either fixed fee or hedged up to 78% for the 2H of 2017. This helps DCP's cash flow stability, but exposes it to longer term hedge roll-over and commodity price risks. DCP is larger and more geographically diversified than higher rated peers Enlink Midstream Partners, LP (BBB-/ Outlook) and Enable Midstream Partners, LP (BBB-/Outlook). Leverage at DCP is higher with 2017 Debt/EBITDA expected at roughly 5.2x to 5.5x versus ENBL and ENLK, which Fitch expects leverage at 3.8x to4.2x and roughly 5.0x respectively. ENBL and ENLK also possess similar volumetric risks to DCP but have more of their revenue supported by fixed fee contracts. DCP has roughly 60% of its gross margin supported by fixed fee contracts, while ENBL and ENLK each have greater than 90%. DCP's leverage profile compares favorably with lower rated peer NuStar Energy, LP (BB/Stable), which is expected to have leverage over 6.0x for 2017, though improve significantly in 2018. KEY ASSUMPTIONS Fitch's key assumptions within its rating case for the issuer include: -- WTI oil price that trends up from $50/barrel in 2017 to a long-term price of $55.00/barrel; Henry Hub gas that trends up from $2.75/mcf in 2017 to a long-term price of $3.25/mcf. -- Maintenance capital of roughly $100 to $150 million annually. Growth spending between $450 and $750 million annually for the forecast period. Increased spending associated with new projects in 2018/2019 (primarily Gulf Coast Express a JV project of DCP/Kinder Morgan and Targa). -- Preferred equity offering receives 50% equity credit. RATING SENSITIVITIES Future Developments That May, Individually or Collectively, Lead to Positive Rating Action The ability to maintain the percentage of fixed-fee or hedged gross margin at or above 70% while maintaining leverage below 4.5x and distribution coverage above 1.0x on a sustained basis could lead to a positive rating action. Future Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Leverage expected above 5.5x on a sustained basis and/or distribution coverage consistently below 1.0x would likely result in at least a one-notch downgrade. -- A significant decline in fixed-fee or hedged commodity leading to gross margin less than 60% fixed-fee or hedged without an appropriate, significant adjustment in capital structure, specifically a reduction in leverage, would likely lead to at least a one-notch downgrade. -- A significant change in the ownership support structure from GP owners ENB and PSX to the consolidated entity particularly with regard to the GP position on commodity price exposure, distribution policies and capital structure at DCP, the operating partnership. LIQUIDITY Liquidity Adequate: DCP's liquidity is adequate, with $312 million of cash on the balance sheet as of Sept. 30, 2017 and near full availability under its $1.4 billion revolving credit facility, with $1.373 billion available, net of $25 million in letters of credit. DCP's credit facility matures in May 2019. The credit facility has a leverage covenant that requires DCP's Consolidated Leverage ratio not to exceed 5.75x through Dec. 31, 2017, stepping down to 5.5x for the quarter ending March 31, 2018, 5.25x for the quarter ending June 30, 2018, 5.0x for the quarters thereafter. The leverage ratio would be stepped up to 5.5x for 3 quarters following any qualified acquisition June 30, 2018 or thereafter. As of Sept. 30, 2017 DCP was in compliance with its covenants. For covenant calculation purposes, DCP's preferred equity is given 100% equity treatment, so the issuance of preferred equity will help improve liquidity and leverage as the proceeds are expected to be used to pay down debt. DCP's junior subordinated notes are also given 100% equity treatment in covenant calculations (as compared to Fitch's 50% equity treatment). DCP has $500 million in 2.5% notes due in December 2017, with proceeds from the preferred offering and revolver borrowings expected to go towards repaying the maturing note. Maturities are otherwise limited with no maturing debt in 2018, and $775 million in notes and the revolving credit facility maturing in 2019. FULL LIST OF RATING ACTIONS Fitch assigns the following rating: DCP Midstream, LP -- Series A Preferred Equity Units 'BB-/RR6'. Fitch affirms the following ratings: DCP Midstream, LP -- Long-term IDR at 'BB+'; -- Senior unsecured rating at 'BB+/RR4'; -- Junior Subordinated rating at 'BB-/RR6'. The Rating Outlook is Stable. DCP MIDSTREAM: S&P Rates Series A Perpetual Preferred Stock 'B' --------------------------------------------------------------- S&P Global Ratings assigned its 'B' issue-level rating to DCP Midstream L.P.'s proposed series A perpetual preferred stock. S&P classify the issuance as having intermediate equity credit, reflecting its view that the issue meets its standards for intermediate equity classification, including permanence, subordination, and deferability. The partnership intends to use net proceeds of the offering for general partnership purposes, including repaying the $500 million senior notes due December 2017. Denver-based DCP Midstream is a midstream energy master limited partnership. The partnership is one of the largest producers of natural gas liquids and one of the largest natural gas processing companies in the U.S. Ratings List DCP Midstream L.P. Corporate Credit Rating BB/Stable New Rating DCP Midstream L.P. Series A perpetual preferred stock B DEX SERVICES: May Use Cash Collateral Until Nov. 30 --------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas has entered a second agreed order granting DEX Services, LLC, permission to use cash collateral realized from the collection of accounts receivable on an interim basis. A hearing on the Debtor's request for continued use of cash collateral is scheduled for Nov. 30, 2017, at 2:00 p.m. The Debtor's use of cash collateral pursuant to this interim court order will terminate on the Hearing Date. As reported by the Troubled Company Reporter on Oct. 10, 2017, the Debtor sought court permission for the interim use of cash collateral for a period of 30 days in order to pay reasonable and necessary expenses associated with the Debtor's oilfield services business. The Court finds that the Debtor has an immediate need for the use of cash collateral in order to avoid immediate and irreparable harm to the Debtor's estate, and use of cash collateral on an interim basis in accordance with the Budget attached to this court order is in the best interests of creditors and the Debtor's estate. InterBank of Canadian, Texas asserts a security interest in various assets of the Debtor, including the Debtor's prepetition accounts receivable. The IRS has also filed federal tax liens against the Debtor and by virtue of those tax liens asserts a lien against the Debtor's assets, including the Debtor's prepetition accounts receivable. On account of the assets of the Debtor and the replacement liens granted in this court order, InterBank and the IRS will be adequately protected on the Debtor's interim use of cash collateral. The Debtor may request a larger variance from the budget than that allowed by this court order by directing to counsel for InterBank and the IRS via e-mail a request for variance. Counsel for InterBank and the IRS will then contact officials of their respective clients and will attempt to respond promptly to a request. If the request is for cash collateral use of $2,500 or less, but greater than a ten percent variance, and is not approved or rejected by counsel for InterBank or the IRS at or before 5:00 p.m. on the third business day after delivery of the e-mail communication, then the Debtor will be authorized to use cash collateral pursuant to the request. InterBank and the IRS are granted a replacement like kind lien and security interest in the Debtor's post-petition accounts receivable generated by the Debtor's oilfield services operations in an amount equal to the amount of cash collateral used in accordance with 11 U.S.C. Section 361(2) in the same priority and in the same nature, extent and validity as liens, if any, existed prepetition. The Debtor will be entitled to utilize the asserted cash collateral of the IRS and to utilize the property in which the IRS has asserted a secured interest subject to the provisions of this court order under these terms and conditions: (1) the Debtor will file all past due tax returns, if any, within 60 days of the Nov. 3, 2017 entry of this court order and will file the return with Mikeal Smith, Bankruptcy Specialist, IRS, Insolvency Group II, Stop: MC5026DAL, 1100 Commerce Street, Dallas, Texas 75242. This deadline may be extended with the approval of Mikeal Smith for cause shown without need for further order of the Court; (2) the Debtor will file all post-petition federal tax returns on or before the due date, and will pay any balance due upon filing of the return. Copies of these returns, during the pendency of this case, will be sent to: IRS, Insolvency Group II, Stop: MC5026DAL, 1100 Commerce Street, Dallas, Texas 75242, Telephone (214) 413-5204, Fax (888) 851-1227; (3) the Debtor will, during the pendency of this bankruptcy case, provide proof of deposit of all federal trust fund taxes within seven days from the date on which they are deposited. Proof of the deposit will be sent to the IRS at: IRS, Insolvency Group II, Stop: MC5026DAL, 1100 Commerce Street, Dallas, Texas 75242, Telephone (214) 413-5204, Fax (888) 851-1227; and (4) upon reasonable notice, the Debtor will, during the pendency of this case, permit the IRS to inspect, review, and copy any financial records of the Debtor at the IRS's expense. A copy of the court order is available at: http://bankrupt.com/misc/txnb17-50242-30.pdf About DEX Services DEX Services, LLC, is privately-held company in Canadian, Texas, operating under the "Other Professional, Scientific, and Technical Services" industry. Its principal business address is 10955 Exhibition Lane Road, Canadian, Texas, 79014, Hempill County. DEX Services filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 17-50242) on Sept. 30, 2017. The petition was signed by James Poindexter, managing member. The case is assigned to Judge Robert L. Jones. The Debtor is represented by Brad W. Odell, Esq., at Mullin Hoard & Brown, L.L.P. At the time of filing, the Debtor estimated assets and liabilities between $1 million and $10 million. DN REAL ESTATE: Proposes a Sale of Atlanta Property for $325K ------------------------------------------------------------- DN Real Estate Services & Acquisitions, LLC, asks the U.S. Bankruptcy Court for the Northern District of Georgia to authorize the sale of real property located at 761 Antone Street NW, Atlanta, Georgia to a prospective Buyer for $325,000. The Property is currently subject to a mortgage lien held by LendingHome Funding Corp. The Debtor's petition provides that the fair market value of the Property is $375,000, however, according to the Fulton County 2017 tax assessment, the Property has a fair market value of approximately $197,000. On Nov. 6, 2017, the Buyer has offered to purchase the Property from the Debtor for $325,000 with a closing date of Dec. 8, 2017. Virgent Realty is the Broker representing the Debtor and the Buyer in connection with the sale of the Property. The Broker has agreed for its commission to be paid at the sale of the Property. There is equity in the Property that will be available to pay the Debtor's creditors, subject to applicable brokers fees paid at closing, closing costs and the Debtor's applicable homestead exemption. The Debtor advises the Court that pursuant to Proof of Claim 7 in the case, creditor Jeff Stamey alleges a secured interest in the Property. Because the Debtor's counsel can find no such security interest in the public records of Fulton County, the Debtor asks that the Court specifically acknowledge that Stamey is an unsecured creditor as to this asset. The Debtor asks the Court that it'd be allowed to sell the Property waiving the 14-day stay of the requested sale pursuant to BR 6004(h), in order to allow a closing on Dec. 8, 2017. The Lender: LENDINGHOME FUDING CORP. FCI Lender Services, Inc. P.O. Box 27370 Anaheim Hills, CA 92809-0112 The Creditor: Jeff Stamey 4420 Sylvia Drive Kennesaw, GA 30144 About DN Real Estate Services & Acquisitions, LLC DN Real Estate Services & Acquisitions, LLC is in the business of buying, renovating, and reselling residential homes. DN Real Estate Services & Acquisitions filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ga. Case No. 17-55587) on March 28, 2017. The petition was signed by Cortney Newmans, member. The Debtor disclosed total assets of $937,964 and total liabilities of $1.12 million. Slomka Law Firm is the Debtor's counsel. Virgent Realty is the Debtor's Broker. ENERGY TRANSFER: Fitch Rates New Series A Preferred Units 'BB' -------------------------------------------------------------- Fitch Ratings has affirmed the ratings of Energy Transfer Partners, L.P. (ETP; formerly named Sunoco Logistics Partners, L.P.) and its affiliate entities. Additionally, Fitch has assigned a 'BB' preferred equity rating to ETP's proposed offering of Series A perpetual preferred units. Proceeds from the preferred offering are expected to go to repay amounts outstanding under the consolidated entities existing revolving credit facilities and for general partnership purposes. Fitch applies 50% equity credit to the preferred equity. The Rating Outlook is Stable. Legacy Energy Transfer Partners, L.P. (ET) was acquired by Sunoco Logistics Partners L.P. (SXL) on April 28, 2017. The combined entity changed its name to Energy Transfer Partners, L.P. (ETP) and ET changed its name to Energy Transfer, LP. The Sunoco Logistics merger resulted in ET being treated as the surviving consolidated entity from an accounting perspective, while Sunoco Logistics (prior to changing its name to Energy Transfer Partners, L.P.) was the surviving consolidated entity from a legal and reporting perspective. KEY RATING DRIVERS ETP's and its subsidiaries ratings reflect the size and scale of consolidated operations, which offer both business line diversity and geographic diversity, with operations spanning most major domestic production basins. The ratings consider that ETP's consolidated adjusted leverage (debt/adjusted EBITDA) is currently high, with expectations that this leverage improves as projects are completed and capital spending moderates. Additional concerns include construction and regulatory risks, volumetric risks, structural subordination to subsidiary debt (specifically debt at Panhandle Eastern Pipe Line Co.(BBB-/Stable Outlook), Transwestern Pipeline (NR), and other of ETP's joint venture interests with debt), and uncertainties resulting from potential future structural changes. Large Diversified Asset Base: ETP's geographic and business line diversity provides a solid operating asset base and a decent platform for growth within most of the major U.S. production regions. It owns and operates roughly 62,500 miles of natural gas, crude and natural gas liquids (NGL) pipelines, 65 processing plants, treating plants and fractionators, significant compression, and large scale, underground liquid and natural gas storage. While commodity price exposure and counterparty risks are relatively limited, some businesses are subject to both counterparty and volumetric risks, namely the midstream business. The midstream segment is focused on gathering, compression, treating, blending, and processing. It is geographically located in the Austin Chalk trend and Eagle Ford Shale in South and Southeast Texas, the Permian Basin in West Texas and New Mexico, the Barnett Shale and Woodford Shale in North Texas, the Bossier Sands in East Texas, the Marcellus Shale in West Virginia and Pennsylvania, and the Haynesville Shale in East Texas and Louisiana. With low commodity prices, production could be challenged in several of these regions, but geographic diversity should help. The potential effect on pipeline system utilization and related re-contracting risk resulting from changing natural gas supply dynamics is a longer term concern. Supportive Sponsor: Fitch expects Energy Transfer Equity (ETE; 'BB'/Stable Outlook) to continue to be a supportive sponsor of its major operating partnership. ETE has committed to providing the partnership with incentive distribution right waivers previously given to ETP totalling over $930 million through 2019, which will help support liquidity needs at the partnership. Even with the significant amount of waivers provided by ETE, ETP still has incentive distribution payments, which increase significantly in 2018 as some of the previously provided waivers roll off. These incentive distribution payments increase the equity cost of capital, which already high, and can be prohibitive to growth spending and ETP's ability to access equity markets as a capital source. While these payments are not expected to be overly burdensome for the combined ETP near term, Fitch believes they could provide a catalyst for further interfamily transactions. High Leverage: Fitch expects 2017 leverage on a consolidated basis of roughly 5.5x to 5.9x (higher than previous expectation of 5.4x to 5.7x due to some delays in construction projects) improving to between 4.2x and 4.7x annually through 2019 as projects are completed and come online. With the combined entities capital spending is expected to remain high over the next two years as ETP works through several large scale projects including Rover Pipeline, Mariner East 2, Revolution Pipeline system and LoneStar Frac V, which are all expected to be in service by 2019. The recently closed sale of a 49.9% interest in ETP's 65% interest in the Rover pipeline provided $1.4 billion to the partnership. Relatively Stable Cash Flows: Fitch expects the ETP to maintain a high level of fee-based or hedged cash flow in excess of 75%. As ETP has grown its asset base, the percentage of gross margin supported by fee-based contracts has increased, with the partnership moving to 90% either fee-based or hedged in 2016 from roughly 76% in 2015, due in part to new projects coming online with heavy fee-based components. Counterparty exposure is significantly weighted toward investment-grade names. DERIVATION SUMMARY ETP's ratings reflect the size and scale of ETP's operations which offer both business line diversity and geographic diversity, with operations spanning most major domestic production basins. ETP's size and scale ore consistent with Fitch's expectations for investment grade midstream issuers. The ratings consider that ETP's adjusted leverage (debt/adjusted EBITDA) is currently high, relative to 'BBB-' rated midstream entities, which Fitch typically likes to see with leverage (debt/EBITDA) between 4.0x and 5.0x depending on their asset base, size, scale and cash flow profile. ETP is one of the largest, diversified master limited partnerships (MLPs) in Fitch's coverage universe. Its assets span most of the major U.S. oil and gas production regions, similar to the higher rated, MLP Enterprise Products Partners, L.P. (EPD; Fitch rates EPD's operating subsidiary Enterprise Products Operating Company LLC BBB+/Stable Outlook). ETP's metrics are currently stressed, with higher leverage (Fitch expects ETP's 2017 leverage of between 5.5x to 5.9x) than similarly rated large scale midstream peers, like Kinder Morgan, Inc. (KMI; BBB-/Stable Outlook) and Williams Partners, L.P. (WPZ; BBB-/Positive Outlook). Though in line with other similarly rated midstream peers like PAA (BBB-/Negative Outlook). Fitch does expect ETP to delever in 2018 and 2019 as its robust growth spending backlog is completed and the earnings and cash flows from those projects come online. Fitch typically looks for leverage below 5.0x on a sustained basis for large, diversified midstream issuers and believes ETP will achieve those metrics in 2018 and beyond. ETP revenue profile is supported by long term contracts with a heavy fixed fee component, consistent with its investment grade rating. KEY ASSUMPTIONS Fitch's key assumptions within the agency's rating case for the issuer include: -- Growth spending consistent with management guidance. Growth spending high through 2018 but declining in 2019 and 2020. Proceeds from debt and equity issuances used to fund spending in a balanced manner. Maintenance capital spending between $400 and $500 million annually for the forecast period. -- Modest growth in distributions over the 2018 - 2020 timeframe. -- Commodity prices consistent with Fitch's base case price deck: WTI oil price that trends up from $50/barrel in 2017 to a long-term price of $55/barrel; Henry Hub gas price that trends up from $3.00/mcf in 2017 to a long-term price of $3.25/mcf; RATING SENSITIVITIES Future Developments That May, Individually or Collectively, Lead to Positive Rating Action - A material improvement in credit metrics with the combined partnership's adjusted leverage below 4.0x on a consolidated basis for a sustained period of time along with distribution coverage above 1.0x. Future Developments That May, Individually or Collectively, Lead to Negative Rating Action - Weakening credit metrics with adjusted consolidated leverage (debt/adjusted EBITDA) above 5.0x on a sustained basis for 2018 and beyond would likely lead to a downgrade to 'BB+'. Fitch expects adjusted consolidated leverage for 2017 to be above 5.0x, driven in part by high growth capital spending and timing lags associated with delays on construction and project completions, but improve to below 5.0x in 2018 and beyond as projects are completed. Further material delays or cost overruns on projects could lead to a negative ratings action; - Distribution coverage below 1.0x on a sustained basis. Fitch expects 2017 distribution coverage to be above 1.0x following the merger, sustained distribution coverage below 1.0x would lead to a negative ratings action; - Increasing commodity exposure above 30% could lead to a negative rating action if leverage were not appropriately decreased to account for increased earnings and cash flow volatility. LIQUIDITY Liquidity Adequate: ETP has sufficient liquidity in the near term with revolver availability being freed up ahead of yearend following the close of the sale of the interest in Rover. The combined entities currently maintain separate credit facilities. SXL has a $2.5 billion revolver due 2020 and ET has a $3.75 billion revolver due 2019. As of Sept. 30, 2017, SXL had approximately $2.46 billion in availability under its revolver due 2020. As of the same date the ET credit facility had $1.55 billion availability. Availability under both revolvers has been freed up since the end of the 3Q 2017. In October 2017, ETP completed the sale of a 49.9% interest of its 65% interest in the Rover Pipeline, which is currently under construction. Proceeds from this sale were expected to be used to pay down revolver borrowings. SXL's revolver limits leverage (as defined by the bank agreement) to 5.0x at the end of each quarter. With certain acquisitions, leverage could temporarily increase to 5.5x. The bank definition of EBITDA gives pro forma credit for acquisitions and material projects. The definition of debt carves out borrowings used for contango trades up to $500 million. As of Sept. 30, 2017, bank defined leverage was 4.4x, leaving some cushion for the bank covenant. SXL's future maturities are manageable and the next bond maturity is $250 million due in 2020. ET's revolving credit facility contains a financial covenant that provides that on each date ETP makes a distribution, the leverage ratio, as defined in the credit agreement, shall not exceed 5x, with a permitted increase to 5.5x during a specified acquisition period, as defined in the credit agreement. ETP is currently in compliance with this covenant. As per the covenant EBITDA definition, ETP is permitted a material project adjustment which adds back incremental EBITDA for projects currently under construction. This gives ETP a fair amount of headroom with regard to its leverage covenant. The proposed preferred equity offering is treated as 100% equity for the purpose of covenant compliance. FULL LIST OF RATING ACTIONS Fitch has taken the following rating actions: Energy Transfer Partners, L.P.(formerly Sunoco Logistics Partners, LP) -- Long-term Issuer Default Rating (IDR) affirmed at 'BBB-'; -- New Preferred equity rating assigned at 'BB' to Series A Perpetual Preferred Offering. Sunoco Logistics Partners Operations L.P. -- Long-term IDR affirmed at 'BBB-; -- Senior unsecured debt affirmed at 'BBB-'; -- Senior unsecured bank facilities affirmed at 'BBB-'; -- Short-term IDR and commercial paper affirmed at 'F3'; Energy Transfer, LP (formerly Energy Transfer Partners, L.P.) -- Long-term IDR affirmed at 'BBB-; -- Senior unsecured debt affirmed at 'BBB-'; -- Junior Subordinated debt affirmed at 'BB'; -- Short-term IDR and commercial paper affirmed at 'F3'; Regency Energy Partners, LP -- Senior unsecured debt affirmed at 'BBB-'. The Rating Outlook is Stable. ENERGY TRANSFER: S&P Rates New Series A Preferred Units 'BB' ------------------------------------------------------------ S&P Global Ratings said it assigned its 'BB' issue-level rating to Energy Transfer Partners L.P.'s (ETP) proposed series A fixed-to-floating rate cumulative redeemable perpetual preferred units. S&P's assigned intermediate equity credit (50%) to the issuance because its believes that it meets its requirements for permanence, subordination, and deferability. The company intends to use the net proceeds to repay amounts outstanding under its existing revolving credit facilities and for general partnership purposes. Dallas-based Energy Transfer Partners is one of the largest master limited partnerships in the U.S. Its primary operating activities consist of natural gas transportation and storage and liquids operations, including natural gas liquids logistics and fractionation and crude oil transportation. The corporate credit rating on the company is 'BBB-' and the outlook is stable. For more information, see the research update on ETP published on April 28, 2017. Ratings List Energy Transfer Partners L.P. Corporate Credit Rating BBB-/Stable Energy Transfer Partners L.P. Series A fixed-to-floating rate cumulative redeemable perpetual preferred units BB ENID LAKESIDE: December 13 Disclosure Statement Hearing ------------------------------------------------------- Judge Jason D. Woodard of the U.S. Bankruptcy Court for the Northern District of Mississippi will hold a hearing on December 13, 2017 at 10:30 a.m. to consider and act upon the Disclosure Statement Filed by Enid Lakeside Grocery, LLC. Any response or objection to said Disclosure Statement must be filed and served no later than December 5, 2017. About Enid Lakeside Grocery Enid Lakeside Grocery, LLC, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Miss. Case No. 17-10248) on Jan. 25, 2017. The Petition was signed by Lawrence T. Moore, managing member. The Debtor is represented by Robert Gambrell, Esq., at Gambrell & Associates, PLLC. At the time of filing, the Debtor had estimated both assets and liabilities ranging from $100,000 to $500,000. The case is assigned to Judge Jason D. Woodard. EXCO RESOURCES: Hires Financial Advisors to Explore Alternatives ---------------------------------------------------------------- EXCO Resources, Inc., said it has hired financial advisors to explore strategic alternatives to strengthen the Company's balance sheet and maximize its value, which may include, but not be limited to, seeking a comprehensive out-of-court restructuring or reorganization under Chapter 11 of the U.S. Bankruptcy Code, and engaged in negotiations with certain stakeholders. "EXCO's Liquidity is currently significantly constrained," the Company stated in a press release. "The Company's capital expenditures are expected to exceed its operating cash flows for the remainder of 2017 and future periods. The Company's Liquidity is not expected to be sufficient to fund this cash flow deficit and conduct its business operations unless it is able to restructure its current obligations under its existing outstanding debt and address near-term liquidity needs." Liquidity was $106 million as of Sept. 30, 2017. During the third quarter 2017, the Company borrowed its remaining unused commitments, and had $126 million of outstanding indebtedness and $24 million of outstanding letters of credit under the Credit Agreement as of Sept. 30, 2017. As a result, the Company had no availability remaining under the Credit Agreement, including letters of credit, as of Sept. 30, 2017. The redetermination of the borrowing base scheduled for November 2017 is currently in process. As of Sept. 30, 2017, the Aggregate Revolving Credit Exposure Ratio under the Credit Agreement exceeded the allowed maximum of 1.2 to 1.0. In anticipation of the potential default, on Sept. 29, 2017, the Company obtained a waiver from the lenders under the Credit Agreement waiving a potential event of default as a result of a failure to comply with the Aggregate Revolving Credit Exposure Ratio as of Sept. 30, 2017. In addition, the Credit Agreement requires that the Company's liquidity, as defined in the Credit Agreement, exceeds $50 million as of the end of a fiscal month and $70 million as of the end of a fiscal quarter. It is probable that the Company will not be in compliance with these covenants at Dec. 31, 2017. Therefore, the Company has classified the amounts outstanding under the Credit Agreement, as well as any outstanding debt with cross-default provisions, as a current liability on its Condensed Consolidated Balance Sheet as of Sept. 30, 2017. "The Company's ability to make future interest payments in common shares is subject to a Resale Registration Statement being declared effective by the SEC, which has not yet occurred. The Company's ability to pay interest in additional indebtedness is limited to $7 million due to limitations on its aggregate secured indebtedness within its debt agreements. EXCO's next quarterly interest payment of approximately $27 million, based on the paid in-kind interest rate of 15.0% on the 1.75 Lien Term Loans, is scheduled to occur on Dec. 20, 2017, and is required to be paid in-kind pursuant to the terms of the indenture governing the 1.5 Lien Notes. Unless the Company amends its debt agreements or obtains a waiver or other forbearance from certain lenders, it will not be able to make its next interest payment on the 1.75 Lien Term Loans on Dec. 20, 2017. "If the Company is unable to comply with the covenants under the Credit Agreement, or is unable to make scheduled interest payments on its debt, there will be an event of default. Any event of default may cause a default or accelerate the Company's obligations with respect to other indebtedness including the 1.5 Lien Notes, 1.75 Lien Term Loans, 2018 Notes and 2022 Notes. If this occurs and the Company's indebtedness is accelerated and becomes immediately due and payable, its Liquidity would not be sufficient to pay such indebtedness and the Company may be forced to seek protection from creditors under the U.S. Bankruptcy Code. These factors raise substantial doubt about the Company's ability to continue as a going concern." The Company, together with the Audit Committee of the Board of Directors, is currently exploring strategic alternatives to strengthen the Company's balance sheet and maximize the value of the Company, which may include, but not be limited to, seeking a comprehensive out-of-court restructuring, or reorganization under Chapter 11 of the U.S. Bankruptcy Code. The Company's plans may include obtaining additional financing or relief from debtholders to support operations throughout the restructuring process, delevering its capital structure, and reducing the financial burden of certain gathering, transportation and other commercial contracts. At the direction of the Audit Committee, the Company has retained PJT Partners LP as financial advisors and Alvarez & Marsal North America, LLC as restructuring advisors. The Company is actively engaged in negotiations with its stakeholders to evaluate the feasibility of a consensual in-court or out-of-court restructuring. The Company continues to retain Kirkland & Ellis LLP as its legal advisor to assist the Audit Committee and management team with the strategic review process. If the Company is unable to restructure its current obligations under its existing outstanding debt, and address near-term liquidity needs, it may need to seek relief under the U.S. Bankruptcy Code. About EXCO EXCO Resources, Inc. -- http://www.excoresources.com/-- is an oil and natural gas exploration, exploitation, acquisition, development and production company headquartered in Dallas, Texas with principal operations in Texas, Louisiana and Appalachia. EXCO Resources reported a net loss of $225.3 million on $271 million of total revenues for the year ended Dec. 31, 2016, compared to a net loss of $1.19 billion on $355.70 million of total revenues for the year ended Dec. 31, 2015. As of June 30, 2017, EXCO Resources had $696.34 million in total assets, $1.43 billion in total liabilities and a total shareholders' deficit of $741.12 million. KPMG LLP, in Dallas, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that probable failure to comply with a financial covenant in its credit facility as well as significant liquidity needs, raise substantial doubt about the Company's ability to continue as a going concern. * * * In December 2016, Moody's Investors Service downgraded EXCO Resources' corporate family rating to 'Ca' from 'Caa2'. "EXCO's downgrade reflects its eroded liquidity position which is insufficient to fully fund development expenditures at the level required to stem ongoing production declines," commented Andrew Brooks, Moody's vice president. "Absent an injection of additional liquidity, the source of which is not readily identifiable, EXCO could face going concern risk as it confronts an unsustainable capital structure." In March 2017, S&P Global Ratings raised its corporate credit rating on EXCO Resources to 'CCC-' from 'SD' (selective default). The rating outlook is negative. "The upgrade reflects our reassessment of our corporate credit rating on EXCO after the company exchanged most of its outstanding 12.5% second-lien secured term loans for $683 million new 1.75-lien secured payment-in-kind (PIK) term loans," said S&P Global Ratings' credit analyst Alexander Vargas. EXCO RESOURCES: Reports $19 Million Net Loss for Third Quarter -------------------------------------------------------------- EXCO Resources, Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss of $18.82 million on $66.73 million of total revenues for the three months ended Sept. 30, 2017, compared to net income of $50.93 million on $77.18 million of total revenues for the three months ended Sept. 30, 2016. EXCO Resources reported net income of $110.12 million on $214.3 million of total revenues for the nine months ended Sept. 30, 2017, compared to a net loss of $190.6 million on $192.1 million of total revenues for the same period during the prior year. As of Sept. 30, 2017, the Company had $830.2 million in total assets, $1.59 billion in total liabilities and a total shareholders' deficit of $760.36 million. A full-text copy of the Form 10-Q is available for free at: https://is.gd/OKqqcJ About EXCO EXCO Resources, Inc. -- http://www.excoresources.com/-- is an oil and natural gas exploration, exploitation, acquisition, development and production company headquartered in Dallas, Texas with principal operations in Texas, Louisiana and Appalachia. EXCO Resources reported a net loss of $225.3 million on $271 million of total revenues for the year ended Dec. 31, 2016, compared to a net loss of $1.19 billion on $355.70 million of total revenues for the year ended Dec. 31, 2015. KPMG LLP, in Dallas, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that probable failure to comply with a financial covenant in its credit facility as well as significant liquidity needs, raise substantial doubt about the Company's ability to continue as a going concern. * * * In December 2016, Moody's Investors Service downgraded EXCO Resources' corporate family rating to 'Ca' from 'Caa2'. "EXCO's downgrade reflects its eroded liquidity position which is insufficient to fully fund development expenditures at the level required to stem ongoing production declines," commented Andrew Brooks, Moody's vice president. "Absent an injection of additional liquidity, the source of which is not readily identifiable, EXCO could face going concern risk as it confronts an unsustainable capital structure." In March 2017, S&P Global Ratings raised its corporate credit rating on EXCO Resources to 'CCC-' from 'SD' (selective default). The rating outlook is negative. "The upgrade reflects our reassessment of our corporate credit rating on EXCO after the company exchanged most of its outstanding 12.5% second-lien secured term loans for $683 million new 1.75-lien secured payment-in-kind (PIK) term loans," said S&P Global Ratings' credit analyst Alexander Vargas. FALLING LEAVES: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Falling Leaves Recovery LLC dba Fallen Leaves Recovery, LLC 5079 N. Dixie Highway Fort Lauderdale, FL 33334 Type of Business: Fallen Leaves Recovery provides comprehensive therapy to those suffering with addictions. The company is an evidence-based treatment program that incorporates multiple concepts, including: partial hospitalization services, intensive outpatient services, 12-step facilitation therapy, cognitive-behavioral therapy, adjunct therapies (yoga, meditation, acupuncture & fully equipped gymnasium), spirituality concepts, rational emotive therapy, dialectical behavioral therapy, motivational enhancement therapy, substance abuse and mental health education, medication management, multidimensional family therapy, holistic therapies, contingency management, EMDR therapy, nutritional education and management, recreation and exercise therapy, relapse prevention education, aftercare and continuum of care, and success-based outcome services. Web site: http://www.fallenleavesrecovery.com/ Chapter 11 Petition Date: November 11, 2017 Case No.: 17-23651 Court: United States Bankruptcy Court Southern District of Florida (Fort Lauderdale) Judge: Hon. Raymond B Ray Debtor's Counsel: Chad T Van Horn, Esq. VAN HORN LAW GROUP P.A. 330 N Andrews Ave #450 Ft Lauderdale, FL 33301 Tel: 954-765-3166 Fax: 954-756-7103 E-mail: Chad@cvhlawgroup.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $50 million to $100 million The petition was signed by Mark Sheppard, managing member and CFO. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/flsb17-23651_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/flsb17-23651.pdf FM 544 PARK: Hires Goodrich Postnikoff as Counsel ------------------------------------------------- FM 544 Park Vista Ltd, seeks authority from the U.S. Bankruptcy Court for the Northern District of Texas to employ Goodrich Postnikoff & Associates, LLP, as counsel to the Debtor. FM 544 Park requires Goodrich Postnikoff to: a. advise the Debtor with respect to the rights, powers and duties as Debtor continued to operate and manage the businesses and properties of the Debtor; b. advise the Debtor concerning, and assist in the negotiation and documentation of, agreements, debt restructuring, and related transactions; c. monitor transactions proposed by the parties in interest during the course of the bankruptcy case, and advise the Debtor regarding the same; d. review the nature and validity of liens asserted against the property of the Debtor and advise the Debtor concerning the enforceability of such liens; e. advise the Debtor concerning the actions that might be taken to collect and to recover property for the benefit of the Debtor's estate; f. review and monitor the Debtor's ongoing business; g. prepare on behalf of the Debtor all necessary and appropriate applications, motions, pleadings, draft orders, notices and other documents, and review all financial and other reports to be filed in the Chapter 11 case; h. advise the Debtor concerning, and prepare responses to, applications, motions, pleadings, notices and other papers that may be filed and served in the Chapter 11 case; i. advise the Debtor in connection with any suggested or proposed plans of reorganization; j. counsel the Debtor in connection with the formulation, negotiation and promulgation of a plan of reorganization; and k. perform all other legal services for and on behalf of the Debtor that may be necessary or appropriate in the administration of the Chapter 11 case. Goodrich Postnikoff will be paid based upon its normal and usual hourly billing rates. Goodrich Postnikoff will be paid a retainer in the amount of $25,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Joseph F. Postnikoff, partner of Goodrich Postnikoff & Associates, LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Goodrich Postnikoff can be reached at: Joseph F. Postnikoff, Esq. GOODRICH POSTNIKOFF & ASSOCIATES, LLP 801 Cherry, Suite 1010 Fort Worth, TX 76102 Tel: (817) 347-5261 Fax: (817) 335-9411 E-mail: jpostnikoff@gpalaw.com About FM 544 Park Vista Ltd FM 544 Park Vista Ltd., based in Addison, TX, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 17-34255) on November 7, 2017. The Hon. Stacey G. Jernigan presides over the case. Joseph F. Postnikoff, Esq., at Goodrich Postnikoff & Associates, LLP, serves as bankruptcy counsel. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Richard Shaw, manager. FREESTONE RESOURCES: Will Merge with Recycling Tech Firm Dynamis ---------------------------------------------------------------- Freestone Resources, Inc. and Dynamis Energy, LLC, announced the signing of a merger agreement under which Freestone and Dynamis will combine their businesses in an all-stock transaction. Upon completion of the transaction, Dynamis shareholders are expected to own 75 percent of the new combined entity (not including its existing shares) and Freestone current shareholders will own 25 percent, based on an implied value of $0.195 per share for Freestone's stock. The combined entity will have offices in Idaho and Texas, and a joint management team to be announced. The transaction is expected to be non-taxable to Freestone's and Dynamis' shareholders. Michael McGhan, CEO of Freestone Resources said, "We believe that this merger is in the best interest of our company and its shareholders and creates an exceptional opportunity for growth and expansion for our oil & gas technology products and other markets. Dynamis' mission and objective complements ours in that we are both committed to making beneficial use of products and energy developed from waste products." Kevin McNulty, CEO of Dynamis said, "We are pleased to announce the proposed transaction with Freestone Resources. We believe that this merger will create a great opportunity for our company to enlarge its portfolio of green technology offerings. Having worked closely with Freestone through our existing joint venture, we believe the combination of the two companies should enhance our ability to develop and expand our product offerings into new markets." Dynamis previously teamed with Freestone to further develop the production and marketing of Petrozene and related products. Freestone is the developer of its proprietary Petrozene technology. This product has displayed unparalleled results in solving several key oilfield and refinery problems. Petrozene is designed to prevent and eliminate the build up of paraffins and asphaltenes from crude oil products, as well as improving the viscosity of such crude. Paraffin and asphaltene buildup is an industry-wide, multi-billion dollar problem that occurs when paraffin crystals within the oil base combine into a waxy buildup. Petrozene has been shown to be effective in tank bottom cleanup, clean up of rail cars and tanker trucks while in operation, as well as for use downhole in the improvement of yields of operating oil wells. The closing of the merger is subject to numerous conditions and there can be no assurance that these conditions will be met or that the merger will close. A full-text copy of the Agreement and Plan of Merger is available for free at https://is.gd/f6ltDJ About Dynamis Energy Dynamis is an Eagle, Idaho based technology development company focused on waste management and energy production from solid wastes to provide sustainable economic and environmental benefits, while turning such waste into usable products. As such, Dynamis provides technology to recycle municipal and other solid wastes to produce sustainable economic and environmental benefits, in the form of fixed and mobile waste-to-energy plants. Dynamis has a network of agents worldwide to support the sale of its technology and products. Currently Dynamis has projects in various stages of development in Europe, Asia, South America, the Caribbean, and the US. For more information, please visit the company's Web site at http://www.dynamisenergy.com About Freestone Resources Freestone Resources -- http://www.freestoneresrouces.com/-- is a Dallas, Texas based oil and gas technology development company. The continuing goal of the Company is to develop new technologies that allow for the utilization of its vast resources in an environmentally responsible and cost effective way. Freestone reported a net loss attributable to the Company of $1.38 million on $1.07 million of total revenue for the year ended June 30, 2017, compared to a net loss attributable to the Company of $2.37 million on $1.09 million of total revenue for the year ended June 30, 2016. As of June 30, 2017, Freestone had $1.73 million in total assets, $2.93 million in total liabilities and a total deficit of $1.19 million. Heaton & Company, PLLC, in Farmington, Utah, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended June 30, 2017, noting that the Company has not generated sufficient cash flows to fund its business operations. These factors raise substantial doubt that the Company will be able to continue as a going concern. FTE NETWORKS: Implements Stock Split to Meet Listing Requirements ----------------------------------------------------------------- FTE Networks, Inc. said that its Board of Directors has approved a reverse stock split of its outstanding common stock at a ratio of 1-for-25 effective at market open on Monday, Nov. 6, 2017. The Company's trading symbol will temporarily change to "FTNWD" starting Nov. 6, 2017, and continue for a period of 20 business days from that date, after such time, the symbol will revert to the original symbol of "FTNW." Pursuant to the Nevada Revised Statutes, the Board is authorized to effectuate a reverse stock split without stockholder approval where such split is accomplished with a concurrent proportional decrease in the Company's authorized common stock. The reverse split was implemented to help the Company meet the share price requirements to list on a national exchange. "We are pleased to complete the reverse split and proceed with our preparations to list on a national securities exchange. This is a logical next step for the Company, as we continue to forward our growth strategy. From combining companies with Benchmark Builders, to our growing footprint nationwide, and launch of our patent pending CrossLayer TM technology, we continue to strengthen our Company," said Michael Palleschi, president and CEO of FTE Networks. At the effective time of the reverse stock split, every 25 shares of the Company's issued and outstanding common stock will be automatically converted into 1 newly issued share of the Company's common stock, with no change in par value. The reverse stock split will reduce the number of shares of the Company's outstanding common stock from 139,653,741 to approximately 5,586,150 shares. Proportional adjustments will be made to the Company's outstanding stock options and warrants. The number of authorized shares of the Company's common stock will be reduced from 200,000,000 to 8,000,000. A new CUSIP number of 30283R 402 has been assigned to the Company's common stock as a result of the reverse split. The Company said the split was being implemented to meet listing requirements for a National Exchange. The Company can provide no assurance that the up-listing will occur and, even if it does, that the expected benefits of up-listing will be realized. Holders of shares of common stock held in book-entry form or through a bank, broker or other nominee do not need to take any action in connection with the reverse split, and will see the impact of the reverse split automatically reflected in their accounts. Stockholders holding paper certificates may (but are not required to) send the certificates to the Company's transfer agent and registrar, ClearTrust, LLC. ClearTrust, LLC, will provide instructions, upon request, to stockholders of record regarding the process for exchanging share certificates and all book-entry or other electronic positions representing issued and outstanding shares of the common stock will be automatically adjusted. Stockholders should direct any questions concerning the reverse split to their broker or the Company's transfer agent, ClearTrust, LLC, at 813.235.4490. About FTE Networks Formerly known as Beacon Enterprise Solutions Group, FTE Networks, Inc. -- http://www.ftenet.com/-- is a provider of innovative technology-oriented solutions for smart platforms, network infrastructure and buildings. FTE's three complementary businesses are FTE Network Services, CrossLayer, Inc. and Benchmark Builders, Inc. Together they provide end-to-end design, build and support solutions for state-of-the-art networks and commercial properties to create the most transformative smart platforms and buildings. FTE's businesses are predicated on smart design and consistent standards that reduce deployment costs and accelerate delivery of innovative projects and services. The company works with Fortune 100/500 companies, including some of the world's leading communications services providers. FTE Networks and its subsidiaries support multiple services, including Data Center Infrastructure, Fiber Optics, Wireless Integration, Network Engineering, Internet Service Provider, General Contracting Management and General Contracting. FTE Networks reported a net loss attributable to common shareholders of $6.31 million on $12.26 million of revenues for the year ended Dec. 31, 2016, compared to a net loss attributable to common shareholders of $3.63 million on $14.38 million of revenues for the year ended Sept. 30, 2015. As of June 30, 2017, FTE Networks had $139.0 million in total assets, $126.5 million in total liabilities and $12.57 million in total stockholders' equity. GANDER MOUNTAIN: Files Joint Chapter 11 Plan of Liquidation ----------------------------------------------------------- Gander Mountain Company, Overton's, Inc. and the Official Committee of Unsecured Creditors filed with the U.S. Bankruptcy Court for the District of Minnesota a disclosure statement in support of their proposed joint chapter 11 plan of liquidation, dated Oct. 31, 2017. The Plan consolidates the estates of the Debtors and combines their assets and liabilities into a single pool. The Plan establishes a Liquidating Trust and certain members of the Creditors' Committee will become the Liquidating Trust Advisory Committee, which will appoint a Liquidating Trustee to undertake the resolution of Claims, the pursuit of any Avoidance Claims that were not sold to CWI, Inc. and Causes of Action, the Distribution to holders of Allowed Claims, and such other actions as are necessary to wind down the Debtors' businesses and distribute the assets of the Liquidating Trust. Allowed Claims will be paid from cash on hand, the net proceeds of sales of assets, and any net recoveries from Causes of Action. The Plan Proponents propose the Plan to facilitate the most efficient and timely liquidation of the Debtors' remaining assets as well as the fastest distribution of proceeds to creditors. The Plan Proponents believe that the Liquidating Trust Advisory Committee and the Liquidating Trustee have the familiarity with the Debtors' assets and the liquidation expertise needed to realize the maximum value for the remaining assets in a reasonable period of time. The Plan Proponents believe that the Plan will provide the greatest recovery for and fastest payment to creditors. Each holder of an Allowed General Unsecured Claim will receive their Pro Rata share of the interests in the Liquidating Trust deemed issued on account of Liquidating Trust Assets on the Effective Date, representing the right of a holder to receive Distributions of Liquidating Trust Distributable Cash from the Liquidating Trust. Distributions to holders of Allowed General Unsecured Claims will be made as soon as practicable as the Liquidating Trustee may determine in its sole discretion. On and after the Effective Date, (i) all assets and liabilities of the Debtors shall be treated as though they were pooled, (ii) each Claim filed or to be filed against either Debtor, as to which both Debtors are co-liable as a legal or contractual matter, shall be deemed filed as a single Claim against, and a single obligation of, the Debtors, (iii) all Claims held by a Debtor against the other Debtor shall be cancelled or extinguished, (iv) no Distributions shall be made under the Plan on account of any Claim held by a Debtor against the other Debtor, (v) all guarantees of any Debtor of the obligations of the other Debtor shall be eliminated so that any Claim against any Debtor and any Claim based upon a guarantee thereof executed by the other Debtor shall be treated as one Claim against the substantively-consolidated Debtors, and (vi) any joint or several liability of any of the Debtors shall be one obligation of the substantively-consolidated Debtors and any Claims based upon such joint or several liability shall be treated as one Claim against the substantively consolidated Debtors. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/mnb17-30673-1360.pdf About Gander Mountain Gander Mountain Company operates outdoor specialty stores dedicated for shooting sports, hunting, fishing, camping, marine, apparel, footwear, and outdoor lifestyle products. Its subsidiary Overton's, Inc., is a catalog and internet retailer of products for the recreational boater and other water sports enthusiasts at http://www.Overtons.com/ Gander Mountain and Overton's Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Minn. Case Nos. 17-30673 and 17-30675) on March 10, 2017. The cases are jointly administered under Case No. 17-30673. The petitions were signed by Timothy Becker, Executive VP of Lighthouse Management Group, Inc., as CRO. The cases are assigned to Judge Michael E. Ridgway. At the time of the filing, the Debtor estimated its assets and debt at $500 million to $1 billion. The Debtors' advisors in the restructuring are Fredrikson & Byron, PA, which serves as legal counsel; Lighthouse Management Group, chief restructuring officer; Hilco Real Estate LLC, real estate advisor; and Faegre Baker Daniels LLP, special corporate counsel. Donlin, Recano & Company Inc. is the Debtors' claims, noticing and balloting agent. Houlihan Lokey Capital Inc. serves as the Debtors' investment banker. On March 13, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee members are: (1) Ellett Brothers; (2) Carhartt, Inc.; (3) Smith & Wesson Corp; (4) Pure Fishing, Inc.; (5) Benelli USA; (6) Vista Outdoor Sales, LLC; (7) National Retail Properties, Inc.; (8) Liberty Safe and Security Products, Inc.; and (9) DDR Corp. The Committee retained Jeffrey Cohen, Esq., at Lowenstein Sandler LLP, as its counsel and Connie Lahn, Esq., Christopher Knapp, Esq. and Roger Maldonado, Esq. at Barnes & Thornburg LLP as co-counsel. GST AUTOLEATHER: Hires Ernst & Young as Tax Advisors ---------------------------------------------------- GST AutoLeather, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Ernst & Young LLP, as tax advisors to the Debtors. GST AutoLeather requires Ernst & Young to: a. advise the Debtors' personnel in developing an understanding of the tax issues and options related to the Chapter 11 filing, taking into account the Debtors' specific facts and circumstances, for U.S. federal and state tax purposes; b. advise on the federal, state, and local income tax consequences of proposed plans of reorganization, including, if necessary, assisting in the preparation of IRS ruling requests regarding the tax consequences of alternative reorganization structures and tax opinions; c. understand and advise on the tax implication of reorganization and restructuring alternatives the Debtors are evaluating with existing bondholders and other creditors that may result in a change in the equity, capitalization and ownership of the shares of the Debtors and their assets; d. upon written request, prepare calculations and apply the appropriate federal, state and local tax law to determine the amount of tax attribute reduction related to debt cancellation income and modeling of tax consequences of such reduction; e. upon written request, provide training and education surrounding ASC 740 and Fresh Start accounting; f. update the draft tax basis balance sheets and draft computations of stock basis as of certain relevant dates for purposes of analyzing the tax consequences of alternative reorganization structures; g. upon written request, analyze federal, state, and local tax treatment of the costs and fees incurred by the Debtors in connection with the bankruptcy proceedings, including tax return disclosure and presentation; h. upon written request, analyze federal, state, and local tax treatment of interest and financing costs related to debt subject to automatic stay, and new debt incurred as the Debtors emerge from bankruptcy, including tax return disclosure and presentation; i. advise regarding tax aspects of the bankruptcy process; j. analyze federal, state, and local tax consequences of restructuring and rationalization of inter-company accounts, and upon written request, we will analyze impacts of transfer pricing and related cash management; k. analyze federal, state, and local tax consequences of restructuring in the U.S. during bankruptcy, including tax return disclosure and presentation; l. analyze federal, state, and local tax consequences of potential bad debt and worthless stock deductions, including tax return disclosure and presentation; m. upon written request, gather information, prepare calculations ("Section 382 Calculations") and apply the appropriate federal, state and local tax law to historic information regarding changes in the ownership of stock to calculate whether any of the shifts in stock ownership may have caused an ownership change that will restrict the use of tax attributes (such as net operating loss, capital loss, credit carry forwards, and built in losses) and the amount of any such limitation; n. upon written request, analyze federal, state, and local tax consequences of employee benefit plans; o. upon written request, assist with various tax issues arising in the ordinary course of business while in bankruptcy, including but not limited to IRS and state and local tax examinations, sales and use tax issues, state, and local income/franchise tax issues, and employment tax issues; p. upon written request, advise and assist, as permissible, on the validity and amount of bankruptcy tax claims or assessments, including but not limited to the following types of taxes; income taxes, franchise taxes, sales taxes, use taxes, employment taxes, and property taxes; q. upon written request, assist and advise on securing tax refunds, including but not limited to the following types of taxes; income taxes, franchise taxes, sales taxes, use taxes, employment taxes, and property taxes; and r. upon written request, provide documentation, as appropriate or necessary, of tax matters, of tax analysis, opinions, recommendations, conclusions, and correspondence for any proposed restructuring alternative, bankruptcy tax issue, or other tax matter described above. The Debtors will be responsible for all accounting and management decisions. Ernst & Young will be paid at these hourly rates: National Partner/Executive Director $790 Local Partner/Executive Director $690 National Senior Manager $620 Local Senior Manager $550 Manager $490 Senior $310 Staff $175 Client Serving Specialist $130 Ernst & Young will also be reimbursed for reasonable out-of-pocket expenses incurred. Stephen E. Slazinski, partner of Ernst & Young LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Ernst & Young can be reached at: Stephen E. Slazinski ERNST & YOUNG LLP 5 Times Square New York, NY 10036-6530 Tel: +1 212-773-3000 Fax: +1 212-773-6350 About GST AutoLeather, Inc. Headquartered in Southfield, Michigan, GST AutoLeather, Inc., was founded in 1933, then known as Garden State Tanning, initially operated as a tanning company that processed leather for the upholstery and garment industries. The Company entered the automotive industry in 1946. As of Oct. 3, 2017, the Company employs approximately 5,600 people worldwide, including the United States, Mexico, Japan, China, Korea, Germany, Hungary, South Africa, and Argentina. The Company supplies leather to virtually every major OEM in the automotive industry, including Audi, BMW/Mini, Daimler, Fiat Chrysler, Ford, General Motors, Hyundai, Honda, Porsche, PSA, Nissan, Kia, Toyota and Volkswagen. GST AutoLeather, Inc., and five of its affiliates filed voluntary petitions for relief under chapter 11 of the United States Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-12100) on Oct. 3, 2017. The Hon. Laurie Selber Silverstein is the case judge. The Debtors tapped Kirkland & Ellis LLP as general bankruptcy counsel; Pachulski Stang Ziehl & Jones LLP as local bankruptcy counsel; Lazard Middle Market, LLC as financial advisor; Alvarez & Marsal North America, LLC as restructuring advisor; and Epiq Bankruptcy Solutions, LLC as claims and noticing agent, Ernst & Young LLP, as tax advisors. On Oct. 13, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The Committee is represented by Christopher M. Samis, L. Katherine Good, Aaron H. Stulman, Christopher A. Jones and David W. Gaffey of Whiteford Taylor & Preston LLP and Erika L. Morabito, Brittany J. Nelson, John A. Simon, Richard J. Bernard and Leah Eisenberg of Foley & Lardner LLP. Royal Bank of Canada is represented by Andrew V. Tenzer of Paul Hastings LLP. HARVEY HARRINGTON, III: Prengers Buying Sherill Property for $1.1M ------------------------------------------------------------------ Harvey Harrington, III and Debra H. Harrington ask the U.S. Bankruptcy Court for the Eastern District of Arkansas to authorize the sale of real property located at 105 East Vaugine Road, Sherill, Jefferson County, Arkansas to Edward W. and Margaret R. Prenger for $1,140,275. Objections, if any, must be filed within 21 days after the date of the Notice. The Debtors own the Property. They have received the Buyers' offer of $1,140,275 free and clear of liens and encumbrances to purchase the Property, with proceeds from the sale to be applied as follows: (i) $842,331, payoff as of Oct. 31, 2017 of $841,385 and $135 per diem (total per diem as of Nov. 7, 2017 of $947), to Arkansas County Bank to release its mortgage lien; (ii) $165,000 approximate tax consequence; (iii) $7,500 approximate Closing Costs; (iv) $6,500 U.S. Trustee fees; and (v) $118,944 to be paid to the Debtors. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Harvey_Harrington_III_81_Sales.pdf The proceeds from the sale, in the estimated amount of $118,944, will be paid to and held by the Debtors in the DIP bank account. The Debtors propose these funds be held and disbursed upon further approval of the Court. If necessary, at closing, the proceeds from the sale may include the U.S. Trustee fees and the approximate tax consequences, which may be paid to the Debtors. These funds will be deposited into their DIP account with the taxes and U.S. Trustee fees to be paid from that account. The Debtors believe that the sale of the Real Property is in the best interest of the estate and their creditors. The Purchasers: Edwgd W. and Margaret R. Prenger 4504 Cove Road Osage Beach, MO 65065 Telephone: (660) 221-1370 E-mail: meprenger@charter.net Counsel for the Debtor: Lyndsey D. Dilks, Esq. DILKS LAW FIRM P.O. Box 34157 Little Rock, AR 72203 Telephone: (501) 244-9770 Facsimile: (888) 689-7626 E-mail: ldilks@dilkslawfirm.com Harvey Harrington, III and Debra H. Harrington continue to operate a land leveling company and to manage property. They sought Chapter 11 protection (Bankr. E.D. Ark. Case No. 17-14177) on July 31, 2017. The Debtors tapped Lyndsey D. Dilks, Esq., at Dilks Law Firm as counsel. HATHAWAY HOMES: Case Summary & 17 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Hathaway Homes Group, LLC 2155 S. Yellowstone Hwy. Saint Anthony, ID 83445 Type of Business: Hathaway Homes Group is a dealer of recreational vehicle and manufactured homes in South East Idaho. The company offers a selection of new modular homes, mobile homes, toy haulers, and pre-owned RVs and trailer homes. Web site: https://hathawayhomesgroup.com Case No.: 17-40992 Chapter 11 Petition Date: November 10, 2017 Court: United States Bankruptcy Court District of Idaho (Pocatello) Judge: Hon. Jim D Pappas Debtor's Counsel: Aaron J Tolson, Esq. AARON J TOLSON 2677 E. 17th Street Suite 300 Ammon, ID 83406 Tel: (208) 228-5221 Fax: (208) 228-5200 Email: ajt@aaronjtolsonlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Paul J. Hathaway, authorized signatory. A copy of the Debtor's list of 17 largest unsecured creditors is available for free at: http://bankrupt.com/misc/idb17-40992_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/idb17-40992.pdf HELIOS AND MATHESON: Will Issue $100 Million in Convertible Notes ----------------------------------------------------------------- Helios and Matheson Analytics Inc. and MoviePass Inc., a company that HMNY has agreed to purchase a majority stake in, announced that HMNY has entered into a securities purchase agreement with institutional investors for HMNY to issue convertible notes in the aggregate principal amount of $100,000,000, for the purpose of further funding MoviePass, and for general corporate purposes. HMNY is not obligated to register the resale of any shares underlying the Notes with the Securities and Exchange Commission. Absent registration, the investors may resell the shares underlying the Notes only pursuant to Rule 144 or another available exemption from registration. The Notes will be convertible, at the option of the holders, at a fixed conversion price of $12.06, subject to adjustment. The investors paid for the Notes with $5 million in cash up front and $95 million in investor notes payable to HMNY. The Investors are required to prepay approximately $15.65 million of the Investor Notes to HMNY in equal weekly payments over the next seven weeks. The investors may prepay the remaining balance of the Investor Notes, with the resulting cash being paid to HMNY, in their discretion. The purpose of the financing transaction is to enable HMNY to pay the remaining $5 million balance that HMNY will owe to MoviePass, subject to certain conditions, under a promissory note that HMNY is obligated to give to MoviePass upon the closing of the previously announced Securities Purchase Agreement, dated Aug. 15, 2017, between HMNY and MoviePass, and to increase HMNY's ownership stake in MoviePass by paying MoviePass up to $20 million upon HMNY's exercise of its additional investment option under the previously announced Investment Option Agreement, dated Oct. 11, 2017, between HMNY and MoviePass, and for any other transaction where HMNY increases its ownership interests or other rights and interests in MoviePass. In connection with the financing, MoviePass entered into a waiver agreement with HMNY waiving any rights of MoviePass to terminate the MoviePass Purchase Agreement and all conditions to MoviePass' obligations under the MoviePass Purchase Agreement. The closing of the MoviePass Purchase Agreement remains subject to approval by HMNY's stockholders. MoviePass also entered into a guaranty with the investors in the financing guarantying HMNY's obligations under the Notes. Canaccord Genuity Inc. acted as sole placement agent for the financing. Palladium Capital Advisors LLC acted as a financial advisor to HMNY in connection with the financing. "We couldn't be happier to fuel MoviePass' growth to enable its subscribers to consume entertainment where it's best consumed -- at the movie theater," said Ted Farnsworth, Chairman and CEO of HMNY. "Better performance of films during their theatrical window signals greater success throughout the film ecosystem and that’s our ultimate goal. We take the participation of Canaccord Genuity and its institutional investors as a great vote of confidence in HMNY and MoviePass' future. With the viral and word-of-mouth-driven subscriber growth MoviePass is experiencing, we believe MoviePass is the future of out-of-home entertainment," Mr. Farnsworth concluded. "This latest round of investment will allow MoviePass to continue to deliver on its mission of staying the number one movie theater subscription service in the country," said Mitch Lowe, CEO of MoviePass. "As demand for our service continues to accelerate among consumers, the early data we are seeing on movie-going behavior can be tremendously valuable to both the studios and theaters. This investment should allow us to further augment our data science capabilities and platform to respond to the needs of studios and exhibitors and their challenges in better understanding their customers," Mr. Lowe concluded. Key Transaction Details The Notes consist of (i) Series A Senior Bridge Convertible Notes in the aggregate principal amount of $5,000,000 and (ii) Series B Senior Secured Bridge Convertible Notes in the aggregate principal amount of $95,000,000 for consideration consisting of (i) an upfront cash payment in the amount of $5,000,000, and (ii) secured promissory notes payable by the investors to HMNY in the aggregate principal amount of $95,000,000 (referred to above as the Investor Notes). Under the Investor Notes, the Investors are obligated to fund an additional approximate $2.2 million per week to HMNY for the next seven weeks, for a total gross funding commitment of approximately $20.65 million, including the $5 million payment received for the Series A Notes. The investors may also elect to prepay the remaining balance of the Investor Notes to HMNY at any time in their discretion. The investors may require HMNY to redeem the Notes at any time after seven months from the issue date of the Notes, including the outstanding principal amount of the Series A Notes and the portion of oustanding principal amount of the Investor Notes for which the investors have prepaid to HMNY a corresponding amount of cash under the Investor Notes, plus accrued unpaid interest on those amounts and a make-whole amount of interest on those amounts calculated through the two year maturity date of the Notes. The Series A Notes are not secured by any assets of HMNY or MoviePass and the Investor Notes are not secured by any assets of HMNY other than the Investor Notes. The conversion price of the Notes is subject to adjustment in the event the Company sells shares of common stock or common stock equivalents for less than $12.06 per share in the future, subject to customary excluded issuances. Additional information concerning the details of the financing is available for free at https://is.gd/ODPbAr About MoviePass MoviePass is a technology company dedicated to enhancing the exploration of cinema. MoviePass provides film enthusiasts with a variety of subscription options to enhance their movie-going experience. The service is now accepted at more than 91% of theaters across the United States. Visit: www.moviepass.com. About Helios and Matheson Since 1983, Helios and Matheson Analytics Inc. (NASDAQ:HMNY) -- http://www.hmny.com/-- has provided information technology services and solutions to Fortune 1000 companies and other large organizations. The Company offers its clients an enhanced suite of services of predictive analytics with technology at its foundation enriched by data science. The Company is headquartered in New York City and has an office in Bangalore India. Helios and Matheson reported a net loss of $7.38 million for the year ended Dec. 31, 2016, compared to a net loss of $2.11 million for the year ended Dec. 31, 2015. As of June 30, 2017, Helios and Matheson had $12.75 million in total assets, $2.06 million in total liabilities and $10.68 million in total shareholders' equity. For the six months ended June 30, 2017, net cash provided by financing activities was $3.9 million as compared to $0 for the six months ended June 30, 2016. In management's opinion, there is substantial doubt about the Company's ability to continue as a going concern through one year after the issuance of the accompanying financial statements. Management has evaluated the significance of the conditions in relation to the Company's ability to meet its obligations and concluded that without additional funding the Company will not have sufficient funds to meet its obligations within one year from the date of the condensed consolidated financial statements were issued. While management continues to plan on raising additional capital from investors to meet operating cash requirements, there is no assurance that management's plans will be successful. HIGH COUNTRY FUSION: December 6 Plan Confirmation Hearing --------------------------------------------------------- Judge Jim D. Pappas of the U.S. Bankruptcy Court for the District of Idaho has approved the Disclosure Statement filed by High Country Fusion Co., Inc. on October 30, 2017, after finding that it contains adequate information. The hearing on confirmation of the Plan of Reorganization will be held on December 6, 2017 at 1:30 p.m. November 27, 2017 is fixed as the last day for filing written acceptances or rejections of the Plan of Reorganization. November 27, 2017 is also fixed as the last day for filing and serving written objections to confirmation of the First Amended Plan of Reorganization About High Country Fusion Co. High Country Fusion Co., Inc., manufactures, sells, rents and services various pipe products to agricultural, municipalities, mines and other commercial operations in its market areas in Idaho, Utah, North Dakota, the Pacific Northwest and the Intermountain West. Based in Fairfield, Idaho, High Country Fusion Co., Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Idaho Case No. 17-40347) on April 26, 2017. The Debtor estimated its assets and debt at $1,000,001 to $10,000,000. The case is assigned to Judge Jim D. Pappas. Cosho Humphrey LLP is the Debtor's bankruptcy counsel. The Debtor hired Source Capital & Consulting, LLC, as financial advisor. I-LIGHTING LLC: Settlement of Claims With AHPharma Approved ----------------------------------------------------------- Judge David E. Rice of the U.S. Bankruptcy Court for the District of Maryland authorized i-Lighting, LLC's settlement of claims with AHPharma Inc., to include the sale of estate property and the distribution of proceeds. The Debtor is authorized to enter into all agreements necessary to effectuate the AHPharma Settlement. The Debtor is further authorized to transfer the Assets to AHPharma as provided for in the Motion. The Assets to be transferred by the Debtor pursuant to the AHPharma Settlement are identified among the items on the Inventory. A copy of the Settlement Agreement and the Inventory attached to the Motion is available for free at: http://bankrupt.com/misc/i-Lighting_LLC_85_Sales.pdf If any Lienholder identified in the Motion does not execute any documents necessary for the Debtor to effect the transfer of the Assets to AHPharma free and clear of any interests of the Lienholder pursuant to this Order, the Debtor may record or submit a copy of the Order (which will constitute binding authorization for the release, and transfer of the Assets free and clear of, any lien of such Lienholder). About i-Lighting LLC Based in North East, Maryland, i-Lighting LLC -- http://www.ilightingled.com/-- conducts business under the name Stairlighting. It was founded in 2011 and manufacturers and distributes LED lighting solutions for use under kitchen cabinets, and on outdoor decks, stairs, hardscapes, patios and landscapes. Its patented Easy Plug Installation System, which lowers the expense and eases the installation of LED lighting systems, has made LED lighting accessible to more contractors and consumers. The company was recently honored with a "Bright Lights Award for Innovation and Entrepreneurship" by the Maryland Comptroller. i-Lighting LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 17-16807) on May 16, 2017. Scott D. Holland, its managing member and chief executive officer, signed the petition. At the time of the filing, the Debtor disclosed $294,316 in assets and $2.34 million in liabilities. Judge David E. Rice presides over the case. The Debtor hired Tydings & Rosenberg LLP as Chapter 11 counsel. IPS CORP: S&P Withdraws 'B' CCR on Closure of CPG Acquisition ------------------------------------------------------------- CPG Transaction LLC closed its acquisition of U.S.-based specialty adhesives and plumbing products producer IPS Corp. on Nov. 7, 2017. All of IPS' outstanding debt, including its $334 million first-lien term loan due 2023 and $100 million second-lien term loan due 2024, was repaid as part of the acquisition. S&P Global Ratings, thus, affirmed its 'B' corporate credit rating on Compton, Calif.-based IPS Corp. The outlook is stable. S&P subsequently withdrew all its ratings on the company, including the 'B' corporate credit rating, following the completion of the sale of the company to CPG Transaction LLC and repayment of existing debt. The rating actions follow the completion of CPG Transaction LLC's acquisition of IPS Corp. on Nov. 7, 2017, and the repayment of all of IPS' debt. S&P's 'B' corporate credit rating on IPS is the same as that on CPG given our view that IPS is a core and integral subsidiary of CPG. IRONCLAD PERFORMANCE: Schwarzmann as Equity Panel Fin'l Advisor --------------------------------------------------------------- The Official Committee of Equity Security Holders appointed in the Chapter 11 cases of Ironclad Performance Wear Corporation and its debtor-affiliates, seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ Michael D. Schwarzmann, as financial advisor to the Equity Committee. The Equity Committee requires Mr. Schwarzmann to: (a) assist in maximizing the proceeds from the sale of assets, including, but not limited to, working with Debtors' financial advisor (Craig-Hallum Capital Group, LLC) to develop and implement strategic plans for maximizing value and providing recommendations related to evaluation of bids; (b) investigate and analyze related to the amount of Radians Wareham Holdings, Inc.'s claim; (c) assist with the review and reconciliation of asserted claims, as needed; (d) assist in evaluating any issues related to a proposed plan of reorganization or liquidation, including preparing materials in support thereof, as requested; (e) assist in evaluating issues related to potential litigation, as needed; and (f) assist in other activities as are requested by the Equity Committee, and agreed to by Mr. Schwarzmann. Mr. Schwarzmann will be paid at the hourly rate of $425. Mr. Schwarzmann will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael D. Schwarzmann, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtors; (b) has not been, within two years before the date of the filing of the Debtors' chapter 11 petition, directors, officers or employees of the Debtors; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. Mr. Schwarzmann can be reached at: Michael D. Schwarzmann 2005 Kornat Drive Costa Mesa, CA 92626 Tel: (714) 623-1854 E-mail: michaelschwarzmann@yahoo.com About Ironclad Performance Wear Corporation Ironclad Performance Wear Corporation designs and manufactures branded performance work wear for a variety of construction, do-it-yourself, industrial, sporting goods and general services markets. Since inception, the company has leveraged its proprietary technologies to design task-specific technical gloves and performance apparel designed to improve the wearer's ability to perform specific job functions. Ironclad's gloves are available through industrial suppliers, hardware stores, home centers, lumber yards, and sporting goods retailers nationwide; and through authorized distributors in North America, Europe, Australia, Middle East, Asia and South America. Ironclad Performance Wear Corp, a California corporation and Ironclad Performance Wear Corp, a Nevada corporation sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case Nos. 17-12408 and 17-12409) on Sept. 8, 2017. Geoffrey L. Greulich, chief executive officer, signed the petitions. The cases are jointly administered and are assigned to Judge Martin R. Barash. Ironclad California estimated assets of $10 million to $50 million and liabilities of $1 million to $10 million. In its schedules, Ironclad Nevada disclosed $16.6 million in assets and $8.05 million in debt. Levene, Neale, Bender, Yoo & Brill L.L.P serves as counsel to the Debtor. Craig-Hallum Capital Group LLC and Michael D. Schwarzmann, are the Debtor's financial advisors. On Sept. 22, 2017, the U.S. Trustee appointed an official committee of unsecured creditors in the Debtors' cases. The committee hired Brown Rudnick LLP as its legal counsel; and Province Inc. as financial advisor. An Official Committee of Equity Security Holders also has been established in the case. The equity panel retained Dentons US LLP as counsel. JONES PRINTING: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Jones Printing LLC PO Box 5129 Chattanooga, TN 37406 Type of Business: Jones Printing -- http://jonesprinter.com-- is a full service printing company founded in 1941 in Chattanooga, Tennessee. For more than 75 years, Jones Printing has produced creative communications solutions for Fortune 500 companies in insurance, manufacturing, healthcare, pharma, software, retail, gaming and entertainment industries. Beginning in 2011, Jones Printing has maintained "GMI Certification". Chapter 11 Petition Date: November 10, 2017 Case No.: 17-15187 Court: United States Bankruptcy Court Eastern District of Tennessee (Chattanooga) Judge: Hon. Shelley D. Rucker Debtor's Counsel: David J. Fulton, Esq. SCARBOROUGH & FULTON 620 Lindsay Street, Suite 240 Chattanooga, TN 37403 Tel: 423- 648-1880 Fax: (423) 648-1881 E-mail: djf@sfglegal.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Richard Dale Ford, president. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/tneb17-15187_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/tneb17-15187.pdf JOURNAL-CHRONICLE COMPANY: Hires Carlson Advisors as Accountant --------------------------------------------------------------- Journal-Chronicle Company, d/b/a J-C Press, seeks authority from the U.S. Bankruptcy Court for the District of Minnesota to employ Carlson Advisors, LLP, as accountant to the Debtor. Journal-Chronicle Company requires Carlson Advisors to: a. provide tax and financial representation; b. advise on the preparation of corporate tax returns and amendment of previous returns; c. set up financial controls and financial systems; and d. assist with initial work for completion of various financial reporting necessary to the Debtor's continuing operations including monthly U.S. Trustee operating reports and preparation of those reports. Carlson Advisors will be paid at the hourly rate of $310. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Rick Riesgraf, member of Carlson Advisors, LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Carlson Advisors can be reached at: Rick Riesgraf CARLSON ADVISORS, LLP 7101 Northland Circle, Suite 123 Minneapolis, MN 55428 Tel: (763) 535-8150 About Journal-Chronicle Company, d/b/a J-C Press Journal-Chronicle Company, a Minnesota corporation --http://www.j-cpress.com/services-- provides offset, digital and wide-format printing services. The Company also offers mailing, fulfillment and marketing support to its clients. J-C Press works with UPS, FedEx, USPS and a variety of other carriers to make sure customers get the products on time. The company ships to all 50 states and across the globe. Journal-Chronicle Company, doing business as J-C Press, filed a Chapter 11 petition (Bankr. D. Minn. Case No. 17-33322) on Oct. 23, 2017. The petition was signed by Patrick J. McDermott, president. At the time of filing, the Debtor estimated assets and liabilities at $1 million to $10 million. The case is assigned to Judge William J Fisher. The Debtor is represented by Thomas Flynn, Esq., at Larkin Hoffman Daly & Lindgren Ltd. KANAWHA INSURANCE: S&P Places 'BB+' Rating on Watch Negative ------------------------------------------------------------ S&P Global Ratings placed its 'BB+' ratings on Kanawha Insurance Co. on CreditWatch with negative implications. The CreditWatch placement follows Humana Inc.'s announcement that it has reached a definitive agreement to sell the stock of KMG America Corporation (KMG is the parent of Kanawha Insurance Company) to Continental General Insurance Co., a Texas-based insurance company wholly owned by HC2 Holdings Inc., a diversified investment holding company. The transaction will be funded by a capital contribution of about $200 million by Humana Inc. in addition to the transfer of roughly $150 million in statutory capital from Kanawha. S&P expects to resolve the CreditWatch placement when the transaction closes, likely in third-quarter 2018, subject to regulatory approval. S&P could lower the rating on Kanawha to the level of HC2 Holdings Inc. (B-/Stable/--) upon deal closure. If the transaction does not close, S&P would likely remove the rating from CreditWatch. KANSAS INTERNAL MEDICINE: Hires Evans & Mullinix as Attorney ------------------------------------------------------------ Kansas City Internal Medicine, P.A., seeks authority from the U.S. Bankruptcy Court for the District of Kansas to employ Evans & Mullinix, P.A., as Chapter 11 counsel to the Debtor. Kansas City Internal Medicine requires Evans & Mullinix to represent the Debtor in the Chapter 11 bankruptcy proceedings. Evans & Mullinix will be paid at these hourly rates: Colin N. Gotham $325 Richard C. Wallace $325 Thomas M. Mullinix $325 Joanne B. Stutz $325 Paralegals $100 Evans & Mullinix will be paid a retainer in the amount of $40,000, plus the filing fee of $1,717. Evans & Mullinix will also be reimbursed for reasonable out-of-pocket expenses incurred. Colin N. Gotham, partner of Evans & Mullinix, P.A., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Evans & Mullinix can be reached at: Colin N. Gotham, Esq. EVANS & MULLINIX, P.A. 7225 Renner Road, Suite 200 Shawnee, KS 66217 Tel: (913) 962-8700 Fax: (913) 962-8701 E-mail: cgotham@emlawkc.com About Kansas City Internal Medicine, P.A. Kansas City Internal Medicine -- https://www.kcim.com/ -- a division of Signature Medical Group, is a private internal medicine physician practice with more than 170 employees serving over 135,000 patient visits per year. KCIM specializes in internal medicine, endocrinology, rheumatology, podiatry, integrative medicine, personalized healthcare, clinical psychology, and chiropractic. It also offers additional services including full service laboratory, ultrasound, bone density, intravenous infusion treatments, weight health and wellness, and diabetic shoe consultations. The company's gross revenue amounted to $3.86 million in 2016 and $26.69 million in 2015. KCIM has locations in Kansas City and Lee's Summit, Missouri and in Overland Park in Kansas. Kansas City Internal Medicine, P.A., based in Overland Park, KS, filed a Chapter 11 petition (Bankr. D. Kan. Case No. 17-22168) on November 8, 2017. The Hon. Dale L. Somers presides over the case. Colin N. Gotham, Esq., at Evans & Mullinix, P.A., serves as bankruptcy counsel. In its petition, the Debtor estimated $567,000 in assets and $1,477,611 in liabilities. The petition was signed by David Wilt, MD, president. KURT KUHLMAN: Sale of Berkshire Property to REMLAP for $125K Okayed ------------------------------------------------------------------- Judge Kathryn C. Ferguson of the U.S. Bankruptcy Court for the District of New Jersey authorized Kurt M. Kuhlman's private sale of his of two-acre agricultural parcel on RT 38, Berkshire, New York, Tax ID No. 31:00-2-2.113, to REMLAP, LLC or its assignee for $125,000. The Debtor is permitted to sell the real property free and clear of all liens and interests, with liens to attach to the proceeds of sale. At closing Jimmie Hinkle at NY Land Quest, LLC will be paid $8,750 (7% of sale price) for negotiating the offer with both parties, drafting and explaining the contracts, showing the real property, advertising the real property, and listing in Tioga & Cortland Counties MLS. Sufficient funds may be held in escrow by the Debtor's attorney to pay real estate broker's commissions to Great Dane Properties, LLC, on further order of the Court. Other closing fees payable by the Debtor may be satisfied from the proceeds of sale and adjustments to the price as provided for in the contract of sale may be made at closing. The balance of proceeds will be held in escrow by Gorski & Knowlton PC, the Debtor's attorneys, pending further order of the Court. A copy of the HUD settlement statement must be forwarded to the United States Trustee's Office within 10 days of the closing. Kurt M. Kuhlman sought Chapter 11 protection (Bankr. D.N.J. Case No. 17-10431) on Jan. 9, 2017. The Debtor tapped Brian W. Hofmeister, Esq., at Law Firm of Brian W. Hofmeister, LLC, as counsel. LE CENTRE: Case Summary & 2 Unsecured Creditors ----------------------------------------------- Debtor: Le Centre on Fourth LLC 10463 Harrier Street Plantation, FL 33324 Type of Business: Le Centre on Fourth LLC is a privately held company in Plantation, Florida that operates under the traveler accommodation industry. Its principal assets are located at 501 South Fourth Street Louisville, KY 40202. Bachelor Land Holdings, LLC is the holder of the majority of the issued and outstanding units of membership interest of the company. Chapter 11 Petition Date: November 10, 2017 Case No.: 17-23632 Court: United States Bankruptcy Court Southern District of Florida (Fort Lauderdale) Judge: Hon. Raymond B Ray Debtor's Counsel: Jordi Guso, Esq. BERGER SINGERMAN LLP 1450 Brickell Ave #1900 Miami, FL 33131 Tel: (305) 755-9500 Fax: 305.714.4340 E-mail: jguso@bergersingerman.com Debtor's Restructuring Advisors: Ronald L. Glass Ian Ratner GLASSRATNER ADVISORY & CAPITAL GROUP, LLC Estimated Assets: $50 million to $100 million Estimated Liabilities: $50 million to $100 million The petition was signed by Ian Ratner, chief restructuring officer. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/flsb17-23632.pdf Debtor's List of Two Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ AL J. Schneider Company Inc. $340,806 325 West Main Street, Ste. 1800 Louisville, KY 40202 Mary Moseley Email: mmoseley@aljsco.com Algon Group $57,100 10 Glen Lake Parkway, Ste. 130 Atlanta, GA 30328 Troy Taylor Tel: 404 423-8086 Email: troy@algongroup.com LEVI KATZ: Sale of Lakewood Property to 95 Mapelhust for $350K OKd ------------------------------------------------------------------ Judge Christine M. Gravelle of the U.S. Bankruptcy Court for the District of New Jersey authorized Levi and Tirtza Katz to sell their real property located at 319 South Park Avenue, Lakewood, Ocean County, New Jersey, to 95 Mapelhust Lakewood, LLC for $350,000. A hearing on the Motion was held on Nov. 7, 2017. The proceeds of sale must be used to satisfy the liens of the real estate taxes and other municipal liens. Until such satisfaction, the real property is not free and clear of those liens. The sale is free and clear of liens as set forth on Schedule A and the tax liens of the United States of America, which liens will attach to the proceeds of the sale. At closing, the following real estate brokers will be paid: (i) Partners Realty Group - 4% for listing and marketing the property; and (ii) Progressive Real Estate - 2% for producing the Buyer. Other closing fees payable by the Debtor may be satisfied from the proceeds of the sale and adjustments to the price as provided for in the contract of sale may be made at closing. The amount of $0 claimed as exempt may be paid to the Debtor, provided that all liens are first satisfied or avoided by an order of the Court. The 14-day stay of Bankr. Rule 6004(h) does not apply and the sale of the property can be consummated upon entry of the Order. A copy of the Schedule A attached to the Order is available for free at: http://bankrupt.com/misc/Levi_Katz_78_Order.pdf Levi Katz and Tirtza Katz sought Chapter 11 protection (Bankr. D.N.J. Case No. 17-10063) on Jan. 3, 2017. The Debtors tapped Timothy P. Neumann, Esq., at Broege, Neumann, Fischer & Shaver, as counsel. LEVI KATZ: Sale of Lakewood Property to Breliner for $400K OKd -------------------------------------------------------------- Judge Christine M. Gravelle of the U.S. Bankruptcy Court for the District of New Jersey authorized Levi and Tirtza Katz to sell their real property located at 415 8th Avenue, Lakewood, Ocean County, New Jersey, to Eli Breliner for Meor 77, LLC, for $400,000. A hearing on the Motion was held on Nov. 7, 2017. The proceeds of sale must be used to satisfy the liens of the real estate taxes and other municipal liens. Until such satisfaction, the real property is not free and clear of those liens. The sale is free and clear of liens as set forth on Schedule A and the tax liens of the United States of America, which liens will attach to the proceeds of the sale. At closing, the following real estate brokers will be paid: (i) Partners Realty Group - 4% for listing and marketing the property; and (ii) Progressive Real Estate - 2% for producing the Buyer. Other closing fees payable by the Debtor may be satisfied from the proceeds of the sale and adjustments to the price as provided for in the contract of sale may be made at closing. The amount of $0 claimed as exempt may be paid to the Debtor, provided that all liens are first satisfied or avoided by an order of the Court. The 14-day stay of Bankr. Rule 6004(h) does not apply and the sale of the property can be consummated upon entry of the Order. A copy of the Schedule A attached to the Order is available for free at: http://bankrupt.com/misc/Levi_Katz_77_Order.pdf Levi Katz and Tirtza Katz sought Chapter 11 protection (Bankr. D.N.J. Case No. 17-10063) on Jan. 3, 2017. The Debtors tapped Timothy P. Neumann, Esq., at Broege, Neumann, Fischer & Shaver, as counsel. LIBERTY TOWERS: Examiner Hires LaMonica Herbst as Counsel --------------------------------------------------------- Lori Lapin Jones, the Examiner of Liberty Towers Realty LLC, seeks authority from the U.S. Bankruptcy Court for the Eastern District of New York to employ LaMonica Herbst & Maniscalco, LLP, as her counsel. The Examiner requires LaMonica Herbst to: a. give advice to the Examiner concerning her powers and duties; b. assist the Examiner in her Investigation pursuant to Section 1106 of the Bankruptcy Code; c. prepare, on behalf of the Examiner, necessary applications, motions, orders, reports and other pleadings and documents; d. appear before the Court to represent the interests of the Examiner; and e. provide other services for the Examiner as she may request and as may be necessary or appropriate. LaMonica Herbst will be paid at these hourly rates: Partners $595 Associates $415 Paraprofessionals $175 LaMonica Herbst will also be reimbursed for reasonable out-of-pocket expenses incurred. Gary F. Herbst, partner of LaMonica Herbst & Maniscalco, LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. LaMonica Herbst can be reached at: Gary F. Herbst, Esq. LAMONICA HERBST & MANISCALCO, LLP 3305 Jerusalem Avenue, Suite 201 Wantagh, NY 11793 Tel: (516) 826-6500 About Liberty Towers Realty LLC Liberty Towers Realty LLC owns real estate assets located at 170 Richmond Terrace, Staten Island, New York 10301; 178 Richmond Terrace, Staten Island, New York 10301, 20-24 Stuyvesant Place, Staten Island, New York 10301; 18 Stuyvesant Place, Staten Island, New York, 10301; and 8 Stuyvesant Place, Staten Island, New York 10301. The Debtor sought bankruptcy protection in Brooklyn, New York (Bankr. E.D.N.Y. Case No. 14-45187) on Oct. 15, 2014, just three years after the dismissal of its previous Chapter 11 case. The petition was signed by Toby Luria as member. The Debtor estimated assets and debts of $10 million to $50 million. The Carlebach Law Group serves as the Debtor's counsel. On September 12, 2017, the Debtor filed a motion to substitute Ballon Stoll Bader & Nadler PC as attorney for the Debtor. Liberty Towers' case was initially assigned to Judge Carla E. Craig but has been reassigned to Judge Elizabeth S. Stong due to Liberty's previous bankruptcy case (Case 11-42589). The previous case was dismissed July 27, 2011. Related entity Liberty Towers Realty I, LLC, also sought bankruptcy protection (Case No. 14-45189) on Oct. 15, 2014. By Order dated October 19, 2017, at the behest of the United States Trustee, the Bankruptcy Court directed the appointment of an examiner. Lori Lapin Jones, the Examiner of Liberty Towers Realty LLC, hires LaMonica Herbst & Maniscalco, LLP, as her counsel. LIFETIME INDUSTRIES: Nov. 9 Auction of Remaining Inventory & Eqpt. ------------------------------------------------------------------ Lifetime Industries, Inc., asks the U.S. Bankruptcy Court for the Western District of Tennessee to authorize the sale of its remaining inventory and equipment at auction on Nov. 9, 2017 at 10:00 a.m. to be conducted by Pete Bond of Bond & Bond. An expedited hearing is set for Nov. 8, 2017 at 9:00 a.m. Objections, if any, must be filed within 21 days of the date the Notice was served. The Debtor's business and sales have been slowing. Orders for specialty items have declined, retail customer traffic has declined and the business has declined to where it is no longer profitable. It has decided to orderly liquidate its assets and pay its creditors as provided by law. The Debtor anticipates filing a liquidating Chapter 11 bankruptcy plan, so that all creditors have a proper structure and formula for submitting their claims for payment, assuring that creditor claims are paid in the manner and in the priorities as provided by law and by the Bankruptcy Code. It has been reducing payroll and Debtor will continue to reduce payroll and expenses, keeping only employees necessary to collect account receivables, perform necessary record keeping and assist Debtor in completing its orderly liquidation and development of its Chapter 11 Liquidating Plan. The Debtor has scheduled a public auction of its remaining inventory and equipment for 10:00 a.m. on Nov. 9, 2017 at its location at 1709 N. Jackson Rd., McAllen, Texas. It will sell, outside the ordinary course, its remaining inventory of tile and countertop material, office equipment, as well as shelving and fabricating equipment that will no longer be needed for the process of orderly liquidation. The auctioneer is Bond, a well known and respected, experienced auctioneer. Bond has been working on the sale for several weeks. There has been adequate advertising on of the Public Auction via Bidspotter Online Services, local newspapers Public Auction signage. The terms of the auction sale are: $8,500 base, 15% on (six) larger items machinery, 10% on everything else, the Debtor to pay for all advertising & Bidspotter online charges and the buyers will pay 2.5% usage/processing fee for all card and check purchases. The Assets are to be sold "as is." The proceeds from the sale will be paid to the DIP to be distributed to creditors of the Debtor's estate in the priority set forth in the Bankruptcy Code, pursuant to a liquidating Chapter 11 plan. The Debtor is indebted to Rio National Bank on a note in the original principal amount of $980,000 dated April 13, 2011 payable in monthly payments as therein provided. The outstanding balance on the Note is approximately $722,000. Rio holds a first lien on inventory, accounts and equipment, to secure the Note, more specifically: a. Equipment: All equipment including, but not limited to, machinery, vehicles, furniture, fixtures, manufacturing equipment, farm machinery and equipment, shop equipment, office and record keeping equipment, parts and tools. The Property includes any equipment described in a list or schedule Debtor gives to Secured Party, but such a list is not necessary to create a valid security interest in all of the Debtor's equipment. b. Inventory: All inventory held for ultimate sale or lease, or which has been or will be supplied under contracts of service, or which are raw materials, work in process, or materials used or consumed in the Debtor's business. c. Accounts and Other Rights to Payment: All rights to payment, whether or not earned by performance, including, but not limited, payment for property or services sold, leased, rented, licensed, or assigned. This includes any rights and interests (including all liens) which the Debtor may have by law or agreement against any account the Debtor or its obligor, evidenced by Commercial Security Agreement dated April 13, 2011 "Commercial Security Agreement" and perfected by UCC Financing Statement No. 11-0012531862. The Note and first lien security interest may be transferred and assigned to John Schrock, Sr. before this matter is heard by the Court. The IRS has liens by virtue of Federal Tax Liens filed July 14, 2015, No. 15-0023402057 and Federal Tax lien filed April 10, 2017, No. 17-0012366511. These liens by virtue of date of filing are inferior to the First Lien Indebtedness. The Debtor asks the Court for an Order to sell the Property free and clear of all liens and encumbrances including those of Rio Bank, John Schrock, Sr., IRS and free and clear of all other liens, claims and encumbrances including tax liens, mechanic's liens, judgment liens, contractual liens and all claims, with all liens, claims and encumbrances attaching to the proceeds of sale. A valid business justification exists for the proposed sale. The Debtor is no longer operating except to liquidate its remaining assets and pay its creditors with the proceeds. The Assets do not generate revenue for the Debtor and their highest and best use is an auction sale for cash. The Debtor will significantly reduce its operational expenses, including utilities, insurance, payroll expenses. The sale should be expedited because the auction is scheduled, advertised and noticed for Nov. 9, 2017 at 10:00 a.m. at 1709 N. Jackson Rd., McAllen, Texas 78501. The Debtor asks the Court to waive the 14-day stay provided under FRBP 6004(h). Counsel for Debtor: Kurt Stephen, Esq. LAW OFFICE OF KURT STEPHEN, PLLC 100 South Bicentennial McAllen, Texas 78501 Telephone: (956) 631-3381 Facsimile: (956) 687-5542 About Lifetime Industries Lifetime Industries, Inc. has been in the business of supplying floor tile, countertops and other building materials and specialty fabricated products to the construction industry in McAllen, Texas and the lower Rio Grande Valley for some 30 years. The company conducted both wholesale and retail sales of floor tile, construction materials, kitchen, and bath products. It custom manufactured countertops of various materials for Lowe's and Home Depot for their customers. It owns equipment to cut and fabricate kitchen and bath products. Lifetime Industries, Inc. sought Chapter 11 protection (Bankr. W.D. Tenn. Case No. 10-26518) on June 18, 2010. The petition was signed by Jim Lattimore, company's president. The Debtor estimated assets in the range of $0 to $50,000 and $1,000,001 to $10,000,000 in debt. The case is assigned to Judge George W. Emerson Jr. The Debtor tapped Henry C. Shelton, III, Esq., at Adams and Reese as counsel. LIMITED STORES: Disclosure Statement Okayed, Dec. 20 Plan Hearing ----------------------------------------------------------------- The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware entered an Order on Nov. 7, 2017, approving the Disclosure Statement explaining the Modified Joint Chapter 11 Plan of Liquidation of LSC Wind Down, LLC, fka Limited Stores Company, LLC, et al. The Court set a hearing to consider confirmation of the Plan for Del. 20, 2017. Also on Nov. 7, the Court extended the periods wherein the Debtors can exclusively file a plan and solicit approval for that plan through Nov. 10 and Dec. 15, 2017, respectively. As reported by the Troubled Company Reporter on Aug. 21, 2017, the Debtors sought the extension, assuring the Court that they have acted in good faith in order to achieve the most value from their assets in order to develop a successful plan of liquidation. The Debtors and their professionals initially focused on winding down the Debtors' estates in order to maximize the value to creditors, including, without limitation, liquidating substantially all of the Debtors. In order to maximize the value to creditors, the Debtors were required to devote the majority of their energy to the sale and liquidation strategies that were undertaken. The Debtors and their professionals have subsequently turned their attention to addressing the major liabilities and plan formulation. The Debtors have been able to resolve numerous disputes in these cases and will continue to work on resolutions in the future. About Limited Stores Company Limited Stores Company, LLC, et al., comprise a multi-channel retailing company operating under the name "The Limited," which specializes in the sale of women's clothing. Founded in 1963 as a single store, Limited Stores expanded over the past five decades to become a household name throughout the United States for women's apparel. At its peak, Limited Stores operated approximately 750 retail brick and mortar store locations in the United States as well as an e-commerce channel, which was accessible through the Web site at http://www.TheLimited.com/ Limited Stores Company, LLC, Limited Stores, LLC, and The Limited Stores GC, LLC, filed voluntary petitions under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-10124) on Jan. 17, 2017, blaming, among other things, the shift of consumer preference from shopping at brick and mortar stores to online shopping. The petitions were signed by Timothy D. Boates, its authorized signatory. Limited Stores estimated $10 million to $50 million in assets and $100 million to $500 million in liabilities. The Debtors tapped Klehr Harrison Harvey Branzburg LLP as counsel; and Donlin, Recano & Company, Inc., as notice, claims and balloting agent. On Jan. 24, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Kelley Drye & Warren LLP is the proposed counsel to the Official Committee of Unsecured Creditors. LINTON SHAFER: Sale of Assets for $5.5K Plus 60% of Face Value OK'd ------------------------------------------------------------------- Judge Lori S. Simpson of the U.S. Bankruptcy Court for the District of Maryland authorized Linton Shafer Computer Services, Inc.'s Asset and Purchase Agreement with Bookkeeping Support Services, LLC, in connection with the sale of substantially all assets for $5,500 plus 60% of the Debtor's account receivables, unbilled work-in-progress and unbilled costs as of the date of closing on the Agreement. The sale is free and clear of all liens, claims, encumbrances, interests, or successor liability, and other Encumbrances and Interests. The Debtor and the Purchaser are authorized but not directed to enter into a further revised APA to conform the APA to the terms of the Order. The Debtor is authorized to release any and all of its employees from any covenant not to compete, and the Purchaser is authorized to hire the Debtor's employees. The 14-day stay period under Bankruptcy Rules 6004(h) and 6006(d) is waived, and the Order is effective immediately. About Linton Shafer Computer Services Linton Shafer Computer Services, Inc., is a small business located in Frederick, Maryland which provides bookkeeping and accounting services to small businesses in the Frederick, Maryland region. The company has been in business for 34 years continuously since its incorporation in Maryland in 1983. It is taxed as a "Subchapter C Corporation." Linton Shafer Computer Services currently has seven employees and does business as "Accounting Support Services." The 32,500 of the 35,000 shares of the Debtor are owned by Barbara Brewster, who is its president. The minority shareholders are Linda Minnick (500 shares), Todd Rudesill (500 shares) and Denise Gouker (1,500 shares). Linton Shafer Computer Services sought Chapter 11 protection (Bankr. D. Md. Case No. 17-23535 LSS) on Oct. 10, 2017. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. Judge Lori S. Simpson presides over the case. McNamee, Hosea, Jernigan, Kim, Greenan & Lynch, P.A., serves as counsel to the Debtor. LIQUIDMETAL TECHNOLOGIES: Reports $3.95M Net Loss for 3rd Quarter ----------------------------------------------------------------- Liquidmetal Technologies, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss and comprehensive loss of $3.95 million on $36,000 of total revenue for the three months ended Sept. 30, 2017, compared to a net loss and comprehensive loss of $3.80 million on $154,000 of total revenue for the three months ended Sept. 30, 2016. For the nine months ended Sept. 30, 2017, Liquidmetal reported a net loss and comprehensive loss of $8.71 million on $142,000 of total revenue compared to a net loss and comprehensive loss of $13.80 million on $356,000 of total revenue for the same period during the prior year. As of Sept. 30, 2017, Liquidmetal had $56.80 million in total assets, $6.88 million in total liabilities and $49.91 million in total shareholders' equity. Cash used in operating activities totaled $5,768,000 and $5,966,000 for the nine months ended Sept. 30, 2017 and 2016, respectively. The cash was primarily used to fund operating expenses related to its business and product development efforts. Cash (used in) provided by investing activities totaled ($11,156,000) and $1,876,000 for the nine months ended September 30, 2017 and 2016, respectively. Investing outflows primarily consist of capital expenditures to support its manufacturing efforts including the purchase of its new manufacturing facility and additional production equipment. Also included in investing cash flows are changes in restricted cash to support line of credit collateral requirements of which $2,003,000 was recorded as an in-flow during the nine months ended Sept. 30, 2016. Cash provided by financing activities totaled $1,305,000 and $7,715,000 for the nine months ended Sept. 30, 2017, and 2016, respectively. Cash provided by financing activities is comprised of cash received for the issuance of shares following the exercise of stock options and warrants during the nine months ended Sept. 30, 2017, and cash received from the issuance of shares under the 2016 Purchase Agreement during the nine months ended Sept. 30, 2016. During 2016, the Company raised a net total of $62,650,000 through the issuance of 405,000,000 shares of its common stock in multiple closings under the 2016 Purchase Agreement. As of Sept. 30, 2017, the Company had $43,277,000 of capital to support future operations. The Company stated, "We have a relatively limited history of producing bulk amorphous alloy products and parts on a mass-production scale. Furthermore, the ability of future contract manufacturers to produce our products in desired quantities and at commercially reasonable prices is uncertain and is dependent on a variety of factors that are outside of our control, including the nature and design of the part, the customer's specifications, and required delivery timelines. These factors have required that we engage in equity sales under various stock purchase agreements to support our operations and strategic initiatives. Uncertainty as to the outcome of these factors has previously raised substantial doubt about our ability to continue as a going concern. However, as a result of the closing of the second funding under the 2016 Purchase Agreement in October 2016, we anticipate that our current capital resources, when considering expected losses from operations, will be sufficient to fund our operations for the foreseeable future." A full-text copy of the Form 10-Q is available for free at: https://is.gd/YqYgx0 About Liquidmetal Technologies Lake Forest, California-based Liquidmetal Technologies, Inc. -- http://www.liquidmetal.com/-- is a materials technology and manufacturing company that develops and commercializes products made from amorphous alloys. The Company's family of alloys consists of a variety of bulk alloys and composites that utilizes the advantages offered by amorphous alloys technology. The Company designs, develops, manufactures and sells products and custom components from bulk amorphous alloys to customers in a wide range of industries. The Company also partners with third-party manufacturers and licensees to develop and commercialize Liquidmetal alloy products. Liquidmetal reported a net loss and comprehensive loss attributable to the Company's shareholders of $18.74 million for the year ended Dec. 31, 2016, a net loss and comprehensive loss attributable to the Company's shareholders of $7.31 million for the year ended Dec. 31, 2015, and a net loss and comprehensive loss attributable to the Company's shareholders of $6.54 million for the year ended Dec. 31, 2014. LONGO COMMERCIAL: Taps Goetz Fitzpatrick as Legal Counsel --------------------------------------------------------- Longo Commercial Cabinets, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Goetz Fitzpatrick LLP as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; represent the Debtor in the prosecution and defense of various claims; and provide other legal services related to its Chapter 11 case. Gary Kushner, Esq., the attorney who will be handling the case, will charge an hourly fee of $580. If needed, other attorneys at Goetz Fitzpatrick will provide services to the Debtor at hourly rates ranging from $300 to $600. Meanwhile, the hourly rates for law clerks and paralegals range from $150 to $200. Prior to the petition date, the Debtor paid the firm a retainer of $12,000. Mr. Kushner disclosed in a court filing that his firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. Goetz Fitzpatrick can be reached through: Gary M. Kushner, Esq. Scott D. Simon, Esq. Goetz Fitzpatrick LLP One Penn Plaza, 31st Floor New York, NY 10119 Tel: 212-695-8100 Fax: 212-629-4013 About Longo Commercial Cabinets Inc. Longo Commercial Cabinets Inc. is a millwork and cabinetry contractor. It operates at the premises located at 829 North Richmond Avenue, Lindenhurst, New York. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 17-76698) on October 30, 2017. Robert Longo, chief executive officer, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets and liabilities of less than $500,000. LOPEZ TIRES: Hires Big Realty as Real Estate Broker --------------------------------------------------- Lopez Tires, Wheels, & Accessories, LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of Texas to employ Big Realty, as real estate broker to the Debtor. Lopez Tires requires Big Realty to market and sell the Debtor's commercial property/store located in at 801 N. 23rd Street, McAllen, Hidalgo County, Texas. Big Realty will be paid a commission of 5% of the sales price. Eva Elizondo, member of Big Realty, 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. Big Realty can be reached at: Eva Elizondo BIG REALTY 803 Expressway 83 Pharr, TX 78577 Tel: (956) 325-5643 About Lopez Tires, Wheels, & Accessories, LLC Headquartered in Mcallen, Texas, Lopez Tires, Wheels, & Accessories, LLC, formerly doing business as Lopez Tires & Wheels, L.L.C., is a privately held company that owns a shop that sells automobile parts, accessories, and tires. The Company has a fee simple interest in a real property located at Lot 1, Lopez Wheels Subdivision, an addition to the City of McAllen, Hidalgo County, Texas, valued at $471,766. Lopez Tires reported gross revenue of $353,288 in 2016 and gross revenue of $974,494 in 2015. Lopez Tires, Wheels, & Accessories filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 17-70402) on Oct. 18, 2017, listing $727,057 in total assets and $1.22 million in total liabilities. The petition was signed by Castulo de Jesus Lopez, president. Judge Eduardo V. Rodriguez presides over the case. Marcos Demetrio Oliva, Esq., at Marcos D. Oliva, PC, serves as the Debtor's bankruptcy counsel. LSB INDUSTRIES: Investor Presentation Discusses Business Overview ----------------------------------------------------------------- LSB Industries, Inc. posted an Investor Presentation, dated November 2017 on the Company's website, http://investors.lsbindustries.com. The presentation contains, among other items, general overview about the company's business, market outlook, operational improvement plan, and financial highlights. According to the Company: (a) it operates in a well-diversified Chemical Business with differentiated market positions; (b) it has over $1 billion in capital invested in the last four years including transformative expansion at El Dorado, AR Facility; (c) its operational improvement plans continue to enhance plant reliability/ performance; (d) expense reduction plan will continue to yield results; and (e) significant YoY EBITDA improvement in 2017 proves turnaround is underway. LSB Industries Headquartered in Oklahoma City, Oklahoma, LSB Industries, Inc. -- http://www.lsbindustries.com/-- manufactures and sells chemical products for the agricultural, mining, and industrial markets. The Company owns and operates facilities in Cherokee, Alabama, El Dorado, Arkansas and Pryor, Oklahoma, and operates a facility for a global chemical company in Baytown, Texas. LSB's products are sold through distributors and directly to end customers throughout the United States. LSB reported net income attributable to common stockholders of $64.76 million for the year ended Dec. 31, 2016, compared to a net loss attributable to common stockholders of $38.03 million in 2015. As of Sept. 30, 2017, LSB Industries had $1.19 billion in total assets, $582.54 million in total liabilities, $167.12 million in redeemable preferred stocks and $445.21 million in total stockholders' equity. * * * In November 2017, S&P Global Ratings affirmed its 'CCC' corporate credit rating on Oklahoma City-based LSB Industries Inc. S&P said the company continues to experience operational issues at both its El Dorado and Pryor plants, and although the company has shown improved operating results thus far in 2017, S&P still views leverage metrics to be at unsustainable levels for the next year. In November 2016, Moody's Investors Service downgraded LSB's corporate family rating (CFR) to 'Caa1' from 'B3', its probability of default rating to 'Caa1-PD' from 'B3-PD', and the $375 million guaranteed senior secured notes to 'Caa1' from 'B3'. LSB's 'Caa1' CFR rating reflects Moody's expectations that the combined uncertainty over operational reliability and the compressed margins, resulting from the low nitrogen fertilizer pricing environment, could result in continued weak financial metrics for a protracted period. MANN REALTY: Hires Keller Financial as Accountant ------------------------------------------------- Mann Realty Associates, Inc., seeks authority from the U.S. Bankruptcy Court for the Middle District of Pennsylvania to employ Keller Financial Group, as accountant to the Debtor. Mann Realty requires Keller Financial to provide the Debtor general bookkeeping and tax preparation services. Mann Realty will be paid $1,420 per month for the general bookkeeping and tax preparation services. Keller Financial will be paid at these hourly rates for other services: Partners $275 Tax Managers $125 Administrative Staff $72 Keller Financial will also be reimbursed for reasonable out-of-pocket expenses incurred. Dwayne D. Keller, partner of Keller Financial Group, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Keller Financial can be reached at: Dwayne D. Keller KELLER FINANCIAL GROUP 3815 Market Street Camp Hill, PA 17011 Tel: (715) 516-0700 Fax: (717) 303-5216 About Mann Realty Associates, Inc. Headquartered in Camp Hill, Pennsylvania, Mann Realty Associates, Inc., filed for Chapter 11 bankruptcy protection (Bankr. M.D. Pa. Case No. 17-01334) on March 31, 2017, estimating its assets at between $10 million and $50 million and its debts at between $1 million and $10 million. The petition was signed by Robert M. Mumma, II, its president. Judge Robert N. Opel II presides over the case. Craig A. Diehl, Esq., at the Law Offices of Craig A. Diehl, serves as the Debtor's bankruptcy counsel. Mann Realty previously filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No. 17-00080) on Jan. 10, 2017. The petition was a "pro se" filing, or case filed without attorney. The Debtor is an affiliate of Kimbob, Inc., which sought bankruptcy protection on March 1, 2017, Case No. 17-00836. MARANATHA EVANGEL: Hires Rachel Blumenfeld as Counsel ----------------------------------------------------- Maranatha Evangel Church seeks authority from the U.S. Bankruptcy Court for the Eastern District of New York to employ the Law Office of Rachel Blumenfeld, as counsel to the Debtor. Maranatha Evangel requires Rachel Blumenfeld to: 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 in order to effectuate such a plan including, if need be, negotiations with creditors and other parties in interest; c. prepare on behalf of the Debtor all necessary schedules, application, motions, answers, orders, reports, and other legal papers required for the Debtor that seek 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 to represent the Debtor in all matters pending before the Court; e. represent the Debtor, if need be, in connection with obtaining post petition financing; f. take any necessary action to obtain approval of a disclosure statement and confirmation of a plan of reorganization; and g. perform all other legal services of the Debtor which may be necessary for the preservation of the Debtor's estate and to promote the best interest of the Debtor, its creditors and its estate. Rachel Blumenfeld will be paid at these hourly rates: Partners $450 Of Counsels $400 Paraprofessionals $150 Rachel Blumenfeld will be paid a retainer in the amount of $25,000. Rachel Blumenfeld will also be reimbursed for reasonable out-of-pocket expenses incurred. Rachel Blumenfeld, partner of the Law Office of Rachel Blumenfeld, 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. Rachel Blumenfeld can be reached at: Rachel Blumenfeld, Esq. LAW OFFICE OF RACHEL BLUMENFELD 26 Court Street, Suite 2220 Brooklyn, NY 11242 Tel: (718) 858-9600 About Maranatha Evangel Church Maranatha Evangel Church, filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 17-45210) on October 8, 2017, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Rachel Blumenfeld, Esq., at the Law Office of Rachel Blumenfeld. MICHAEL & HARRIET: Hires Joseph W. Dicker as Bankruptcy Counsel --------------------------------------------------------------- Michael & Harriet Arend Family TST LLC, seeks authority from the U.S. Bankruptcy Court for the District of Minnesota to employ Joseph W. Dicker, P.A., as counsel to the Debtor. Michael & Harriet requires Joseph W. Dicker to: a. represent the Debtor in the bankruptcy proceedings by advising the Debtor with respect to its obligations as debtor-in-possession; b. prepare all schedules and pleadings necessary to meet the Debtor's obligations; c. represent the Debtor in connection with negotiations of agreements, treatment under a Plan of Reorganization; d. prepare the Plan and Disclosure Statement and revisions thereto; e. review and analyze all claims and prosecute any claim objections, if appropriate; and f. assist the Debtor generally in the administration of the estate in the bankruptcy case. Joseph W. Dicker will be paid at the hourly rate of $400. Pre-petition, Joseph W. Dicker received $2,500 for pre-bankruptcy related services rendered to the Debtor, and the $1,717 filing fee. Joseph W. Dicker will also be reimbursed for reasonable out-of-pocket expenses incurred. Joseph W. Dicker, member of Joseph W. Dicker, P.A., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Joseph W. Dicker can be reached at: Joseph W. Dicker, Esq. JOSEPH W. DICKER, P.A. 1406 West lake Street, Suite 209 Minneapolis, MN 55408 Tel: (612) 827-5941 Fax: (612) 822-1873 E-mail: joe@joedickerlaw.com About Michael & Harriet Arend Family TST LLC Michael & Harriet Arend Family TST LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Minn. Case No. 17-33222) on October 12, 2017, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Joseph W. Dicker, Esq., at Joseph W. Dicker, P.A. MOMENTIVE PERFORMANCE: Creditors Seek Review of Make Whole Ruling ----------------------------------------------------------------- Rick Archer, writing for Law360, reports that senior noteholders of Momentive Performance Materials Inc. asked the Second Circuit to reconsider a ruling denying them $200 million in compensation for a plan to refinance the company's debt at a lower interest rate. According to the report, the indenture trustees of the senior secured notes, Wilmington Trust NA and BOKF NA, argued the decision -- which had come coupled with a finding that they and other bondholders were entitled to a higher interest rate than the bankruptcy court had set -- erred and created a circuit split in finding the refinancing of the bonds was not a redemption that triggered the bonds' make-whole requirement. "The panel held so even though the Bankruptcy Code affords a debtor in bankruptcy the federal right to reinstate the original maturity of accelerated debt, and even though the indenture in any event allowed the bondholders to rescind that acceleration, a right that they sought to invoke and that no one disputed was fully enforceable under New York law," they said, according to the Law360 report. To recall, in 2015, Judge Vincent Briccetti of the U.S. District Court in White Plains, N.Y., upheld a decision by Momentive Performance Materials Inc. to forgo $200 million in so-called make-whole payments, or premiums, to its bondholders. The Senor-Lien Notes holders appealed a judgment of the United States District Court of the Southern District of New York (Briccetti, J.) affirming the confirmation of Momentive Performance Materials Inc., Momentive Performance Materials Holdings Inc., and their affiliates' Chapter 11 reorganization plan by the U.S. Bankruptcy Court (Drain, J.). The Senior-Lien Notes holders opposed the Plan on the ground that the replacement notes they received did not provide for the make-whole premium, and carried a largely risk-free interest rate that failed to comply with the Code because it was well below ascertainable market rates for similar debt obligations and thus was not fair and equitable because it failed to give them the present value of their claim. In a ruling Oct. 20, 2017, the Second Circuit found that senior bondholders owed a combined $1.35 billion, aren't entitled to make-whole payments. The Second Circuit found merit only in the Senior-Lien Notes holders' contention with respect to the method of calculating the appropriate interest rate for the replacement notes, and reject the others. The Second Circuit concluded that the lower courts erred in categorically dismissing the probative value of market rates of interest. A full-text copy of the Second Circuit's Opinion dated October 20, 2017, is available at https://is.gd/T7qokp About Momentive Performance Momentive is a producer of silicones and silicone derivatives. Momentive has a 70-year history, with its origins as the Advanced Materials business of General Electric Company. In 2006, investment funds affiliated with Apollo Global Management, LLC, acquired the company from GE. Momentive Performance Materials Inc., Momentive Performance Materials Holdings Inc., and their affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 14-22503) on April 14, 2014, with a deal with noteholders on a balance-sheet restructuring. As of Dec. 31, 2013, the Debtors had $4.11 billion of outstanding indebtedness, including payments due within the next 12 months and short-term borrowings. The Debtors said that the restructuring will eliminate $3 billion in debt. The Debtors tapped Willkie Farr & Gallagher LLP as bankruptcy counsel with regard to the filing and prosecution of these chapter 11 cases; Sidley Austin LLP as special litigation counsel; Moelis & Company LLC as financial advisor and investment banker; AlixPartners, LLP as restructuring advisor; PricewaterhouseCoopers as auditor; and Crowe Horwath LLP as benefit plan auditor. Kurtzman Carson Consultants LLC served as notice and claims agent. The Official Committee of Unsecured Creditors tapped Klee, Tuchin, Bogdanoff & Stern LLP as its counsel; FTI Consulting, Inc., as its financial advisor; and Rust Consulting Omni Bankruptcy serves as its information agent. Wilmington Trust, National Association, the Trustee for the Momentive Performance Materials Inc. 10% Senior Secured Notes due 2020 -- 1.5 Lien Notes -- under the Indenture, dated as of May 25, 2012, by and between Momentive Performance, and The Bank of New York Mellon Trust Company, National Association, was represented by Mark R. Somerstein, Esq., Mark I. Bane, Esq., and Stephen Moeller-Sally, Esq., at Ropes & Gray LLP. U.S. Bank National Association -- as successor Indenture Trustee under the indenture dated as of Dec. 4, 2006, among Momentive Performance, the Guarantors named in the Indenture, and Wells Fargo Bank, N.A. as initial trustee, governing the 11.5% Senior Subordinated Notes due 2016 -- was represented in the case by Susheel Kirpalani, Esq., Benjamin I. Finestone, Esq., David L. Elsberg, Esq., Robert Loigman, Esq., K. John Shaffer, Esq., and Matthew R. Scheck, Esq., at Quinn Emanuel Urquhart & Sullivan, LLP; and Clark Whitmore, Esq., and Ana Chilingarishvili, Esq., at Maslon Edelman Borman & Brand, LLP. BOKF, NA -- as successor First Lien Trustee to The Bank of New York Mellon Trust Company, N.A., as trustee under an indenture dated as of Oct. 25, 2012, for the 8.875% First-Priority Senior Secured Notes due 2020 issued by Momentive Performance and guaranteed by certain of the debtors -- was represented by Michael J. Sage, Esq., Brian E. Greer, Esq., and Mauricio A. Espana, Esq., at Dechert LLP. Counsel to Apollo Global Management, LLC and certain of its affiliated funds were Ira S. Dizengoff, Esq., Philip C. Dublin, Esq., Abid Qureshi, Esq., Deborah J. Newman, Esq., and Ashleigh L. Blaylock, Esq., at Akin Gump Strauss Hauer & Feld LLP. Attorneys for Ad Hoc Committee of Second Lien Noteholders were Dennis F. Dunne, Esq., Michael Hirschfeld, Esq., and Samuel A. Khalil, Esq., at Milbank, Tweed, Hadley & McCloy LLP. The Court entered an order confirming the Plan on Sept. 11, 2014. The Debtors' Chapter 11 plan of reorganization became effective as of Oct. 24, 2014. MPM Holdings Inc. trades under the symbol OTCQX: MPMQ. * * * Momentive continues to carry Moody's Investors Service's "Caa1" and S&P's "B" corporate ratings. In late January 2016, Moody's downgraded Momentive Performance's corporate family rating (CFR) to Caa1 from B3. MPM HOLDINGS: Common Stock Trades on NYSE Under 'MPMH' Symbol ------------------------------------------------------------- MPM Holdings Inc. filed with the Securities and Exchange Commission a third amendment to its Form S-1 registration statement relating to the initial public offering of shares of common stock of the Company. MPM Holdings is offering 10,416,667 shares of its common stock and the selling stockholders identified in this prospectus are offering 4,166,666 shares of its common stock. The Company expects the initial public offering price to be between $23.00 and $25.00 per share. The Company's common stock is currently quoted on the OTCQX Marketplace under the symbol "MPMQ." The share prices on the OTCQX may not be indicative of the market price of our common stock on a national securities exchange. The Company has been approved to list its common stock on the New York Stock Exchange under the symbol "MPMH." A full-text copy of the Form S-1/A is available for free at https://is.gd/Pc1hYS About MPM Holdings MPM Holdings Inc. -- http://www.momentive.com/-- is a holding company that conducts substantially all of its business through its subsidiaries. Momentive's wholly owned subsidiary, MPM Intermediate Holdings Inc., is a holding company for its wholly owned subsidiary, Momentive Performance Materials Inc. ("MPM") and its subsidiaries. The Company filed a petition on April 13, 2014, with the U.S. Bankruptcy Court for the Southern District of New York for reorganization under the provisions of Chapter 11 of the Bankruptcy Code. The Plan was substantially consummated on Oct. 24, 2014, and the Company emerged from bankruptcy. In connection with its emergence from bankruptcy, the Company adopted fresh start accounting. As a result of MPM's reorganization and emergence from Chapter 11 bankruptcy, Momentive became the indirect parent company of MPM in accordance with MPM's plan of reorganization pursuant to MPM's emergence from Chapter 11 bankruptcy on the Emergence Date. Prior to its reorganization, MPM, through a series of intermediate holding companies, was controlled by investment funds managed by affiliates of Apollo Management Holdings, L.P. Momentive, along with its subsidiaries, is a producer of silicones, silicone derivatives and functional silanes. Momentive is a global leader in the development and manufacture of products derived from quartz and specialty ceramics. MPM Holdings reported a net loss of $163 million for the year ended Dec. 31, 2016, following a net loss of $83 million for the year ended Dec. 31, 2015. For the nine months ended Sept. 30, 2017, MPM Holdings reported a net loss of $19 million compared to a net loss of $45 million for the same period during the prior year. As of Sept. 30, 2017, MPM Holdings had $2.68 billion in total assets, $2.16 billion in total liabilities and $517 million in total equity. MRI INTERVENTIONS: Appoints Joseph Burnett as New CEO ----------------------------------------------------- Francis (Frank) P. Grillo voluntarily resigned from his position as the chief executive officer and president of the Company and as a member of the Board of Directors of the Company and separated from the Company pursuant to the terms of a Separation, Transition and Consulting Agreement, dated as of Oct. 6, 2017. Mr. Grillo's resignation is part of the previously announced management transition and is not the result of any disagreement with management, the Company or its operations, policies or practices, according to a Form 8-K report filed with the Securities and Exchange Commission. Effective Nov. 7, 2017, Joseph Michael Burnett became the chief executive officer and president of the Company, replacing Mr. Grillo in those positions. In conjunction with the management transition, the Board, with the recommendation of the Corporate Governance and Nominating Committee, elected Mr. Burnett to serve as a director of the Company, effective Nov. 7, 2017, until the 2018 annual meeting of stockholders and until his successor is duly elected and qualified or until his earlier death, resignation, disqualification or removal. 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 Sept. 30, 2017, MRI Interventions had $15.45 million in total assets, $8.17 million in total liabilities and $7.28 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. MRI INTERVENTIONS: Incurs $1.42 Million Net Loss in Third Quarter ----------------------------------------------------------------- MRI Interventions, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss of $1.42 million on $1.71 million of total revenues for the three months ended Sept. 30, 2017, compared to a net loss of $2.56 million on $1.61 million of total revenues for the three months ended Sept. 30, 2016. For the nine months ended Sept. 30, 2017, the Company reported a net loss of $5.08 million on $5.70 million of total revenues compared to a net loss of $6.38 million on $4.11 million of total revenues for the same period during the prior year. The Company had $15.45 million in total assets, $8.17 million in total liabilities and $7.28 million in total stockholders' equity as of Sept. 30, 2017. ClearPoint disposable product sales increased $149,000, or 12%, to $1.4 million for the three months ended Sept. 30, 2017, compared with $1.3 million for the same period in 2016. This growth in disposable sales reflected 161 ClearPoint procedures performed in the 2017 third quarter. ClearPoint reusable product sales were $208,000 for the three months ended Sept. 30, 2017, compared with $309,000 for the same period in 2016. Reusable products consist primarily of computer hardware and software bearing sales prices that are appreciably higher than those for disposable products and fluctuate from quarter to quarter. Frank Grillo, current president and chief executive officer of MRI Interventions, Inc., said: "ClearPoint treatments increased 26% year over year in the third quarter, demonstrating increased market adoption of our platform. Treatment volume was slower at the beginning of the quarter in what we believe was a seasonal effect, and then accelerated at the end of the quarter, an increased pace that has continued into October and November. We remain focused on expanding utilization at our clinical sites across the U.S., as well as securing additional centers to further our neurosurgical market share. Several evaluation sites have successfully adopted ClearPoint, and we are focused on converting these locations into sales in the 2017 fourth quarter and beyond. Neurosurgeons are increasingly recognizing the value of real-time intraoperative MRI guidance in high-growth areas such as deep brain stimulation and laser ablation, as well as the compelling safety and patient comfort benefits inherent to the ClearPoint platform. Our hospital partners benefit as well, since patients are more comfortable with ClearPoint procedures than traditional approaches which may require the patient to be awake during surgery." Joe Burnett, incoming president and chief executive officer of MRI Interventions, Inc., remarked: "I look forward to capitalizing on the existing installed base of ClearPoint Systems to further increase procedure growth, as well as converting our large and growing pipeline of prospective sites into ClearPoint centers of excellence. During Frank's tenure as CEO, the Company has successfully commercialized its platform, brought ClearPoint into the mainstream of neurosurgery procedures and obtained funding to allow it to set its sights on strategic objectives. This is an exciting time at the Company, and I look forward to working closely with our team to create further shareholder value through continued growth." Gross margin for the three months ended Sept. 30, 2017, was 60%, compared to gross margin of 54% for the same period in 2016. The increase in gross margin primarily reflected decreased charges for inventory obsolescence and a favorable mix of product sold, comprised of a greater share of disposable products during the three months ended Sept. 30, 2017, relative to the same period in 2016. Research and development costs were $590,000 during the three months ended Sept. 30, 2017, compared to $691,000 during the same period in 2016, a decrease of $101,000, or 15%. The decrease was due primarily to reductions in software development and intellectual property costs, partially offset by an increase in new product development costs. Selling, general and administrative expenses were $1.8 million for the three months ended Sept. 30, 2017, as compared to $1.9 million for the same period in 2016, a decrease of $120,000, or 6%. The decrease was due primarily to reduced financing costs and stock compensation expense, which were partially offset by increased recruiting expenses during the three months ended Sept. 30, 2017, relative to the same period in 2016. The Company's operating loss for the three months ended Sept. 30, 2017, declined $382,000, or 22%, to $1.3 million, as compared with $1.7 million for the same period in 2016. In August 2016, the Company recorded a debt restructuring loss of $933,000 resulting from amendments entered into with two holders of the 2014 junior secured notes payable who then converted $1.75 million of aggregate principal balance of their notes into equity in connection with the Company's private placement of equity securities in September 2016. During the three months ended Sept. 30, 2017, and 2016, the Company recorded gains of $110,000 and $324,000, respectively, resulting from changes in the fair value of derivative liabilities. For the three months ended Sept. 30, 2017, such derivative liabilities related to: (a) the issuance of warrants in connection with a 2013 private placement transaction; (b) a note amendment entered into with Brainlab AG in June 2016; and (c) the amendments entered into with the 2014 Note Holders discussed above. For the three months ended Sept. 30, 2016, derivative liabilities included the foregoing and warrants issued with down-round price protection provisions in connection with a 2012 private placement transaction. Net interest expense during the three months ended Sept. 30, 2017, and 2016 was $211,000 and $240,000, respectively, a decrease of $29,000, or 12%. This decrease was due to the reduction of principal balances resulting from the conversion into equity of an aggregate $1.75 million principal balance of the notes. Cash used in operating activities for the three months ended Sept. 30, 2017 was $1.7 million, as compared with $1.4 million of for the same period in 2016. The increase was due primarily to growth in accounts receivable, consistent with growth in total revenues during the three months ended Sept. 30, 2017, relative to the same period in 2016, and to a planned increase in inventory safety stock levels during the three months ended Sept. 30, 2017. As previously announced, on May 26, 2017, the Company completed a private placement of equity units, which resulted in gross proceeds of $13.25 million, before deducting placement agents' fees and offering expenses. A full-text copy of the Form 10-Q is available for free at: https://is.gd/kXjJuY 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. 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. MSAMN CORP: Hires Michael B. Nicolella as Appraiser --------------------------------------------------- MSAMN Corp., seeks authority from the U.S. Bankruptcy Court for the Western District of Pennsylvania to employ Michael B. Nicolella, as appraiser to the Debtor. MSAMN Corp. requires Michael B. Nicolella to assist the Debtor in determining the fair market value of the real estate included in the bankruptcy estate. Michael B. Nicolella will be paid at a flat rate of $250 per residential estate appraisal performed. Michael B. Nicolella, 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. Michael B. Nicolella can be reached at: Michael B. Nicolella PO Box 534 Bridgeville, PA 15017 Phone: (412) 851-0848 E-mail: mbn534@hotmail.com About MSAMN Corp. MSAMN Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 17-23126) on August 3, 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 Carlota M. Bohm presides over the case. MUSCLEPHARM CORP: Issues CEO Amended $18 Million Convertible Note ----------------------------------------------------------------- MusclePharm Corporation has entered into a refinancing transaction with Ryan Drexler, the chief executive officer, president and chairman of the Board of Directors of the Company. As part of the Refinancing, the Company issued to Mr. Drexler an amended and restated convertible secured promissory note in the original principal amount of $18,000,000, which amends and restates: (i) a convertible secured promissory note dated as of Dec. 7, 2015, and amended as of Jan. 14, 2017, in the original principal amount of $6,000,000 with an interest rate of 8% prior to the amendment and 10% following the amendment; (ii) a convertible secured promissory note dated as of Nov. 8, 2016, in the original principal amount of $11,000,000 with an interest rate of 10%; and (iii) a secured demand promissory note dated as of July 27, 2017, in the original principal amount of $1,000,000 with an interest rate of 15%. The due date of the 2015 Note and the 2016 note was Nov. 8, 2019. The 2017 Note was a demand note. Amended and Restated Convertible Secured Promissory Note The Refinanced Convertible Note bears interest at the rate of 12% per annum. Interest payments are due on the last day of each quarter. At the Company's option, the Company may repay up to one sixth of any interest payment by either adding such amount to the principal amount of the note or by converting such interest amount into an equivalent amount of the Company's common stock. Any interest not paid when due shall be capitalized and added to the principal amount of the Refinanced Convertible Note and bear interest on the applicable interest payment date along with all other unpaid principal, capitalized interest, and other capitalized obligations. Both the principal and the interest under the Refinanced Convertible Note are due on Dec. 31, 2019, unless converted earlier. Mr. Drexler may convert the outstanding principal and accrued interest into shares of the Company's common stock at a conversion price of $1.11 per share at any time. The Company may prepay the Refinanced Convertible Note by giving Mr. Drexler between 15 and 60 days' notice depending upon the specific circumstances, subject to Mr. Drexler's conversion right. The Refinanced Convertible Note contains customary events of default, including, among others, the failure by the Company to make a payment of principal or interest when due. Following an event of default, interest will accrue at the rate of 14% per annum. In addition, following an event of default, any conversion, redemption, payment or prepayment of the Refinanced Convertible Note will be at a premium of 105%. The Refinanced Convertible Note also contains customary restrictions on the ability of the Company to, among other things, grant liens or incur indebtedness other than certain obligations incurred in the ordinary course of business. The restrictions are also subject to certain additional qualifications and carveouts, as set forth in the Refinanced Convertible Note. Restructuring Agreement and Security Agreement As part of the Refinancing, the Company and Mr. Drexler entered into a restructuring agreement pursuant to which the parties agreed to enter into the Refinanced Convertible Note and to amend and restate the security agreement pursuant to which the Prior Notes were secured by all of the assets and properties of the Company and its subsidiaries whether tangible or intangible, by entering into the Third Amended and Restated Security Agreement. Pursuant to the Restructuring Agreement, the Company agreed to pay, on the effective date of the Refinancing, all outstanding interest on the Prior Notes through Nov. 8, 2017, and certain fees and expenses incurred by Mr. Drexler in connection with the Restructuring. Subordination Agreement In connection with the Company's entry into of a Loan and Security Agreement with Crossroads Financial Group, LLC, Mr. Drexler agreed to enter into a subordination agreement with Crossroads, pursuant to which the payment of the Company's obligations under the Prior Notes were subordinated to the Company's obligations to Crossroads. As part of the Refinancing, Crossroads waived certain provisions of the Crossroads Loan Agreement that would have been triggered by the Company's entry into of the Refinanced Convertible Note. In addition, Mr. Drexler and Crossroads entered into an amendment to the Subordination Agreement that replaced the obligations under the Prior Notes with the obligations under the Refinanced Convertible Note. About MusclePharm Headquartered in Denver, Colorado, MusclePharm Corporation (OTCQB:MSLP) -- http://www.muslepharm.com/-- develops and manufactures a full line of National Science Foundation approved nutritional supplements that are 100 percent free of banned substances. MusclePharm is sold in over 120 countries and available in over 5,000 U.S. retail outlets, including GNC and Vitamin Shoppe. MusclePharm products are also sold in over 100 online stores, including bodybuilding.com, Amazon.com and Vitacost.com. MusclePharm reported a net loss of $3.47 million on $132.5 million of net revenue for the year ended Dec. 31, 2016, compared to a net loss of $51.85 million on $166.9 million of net revenue for the year ended Dec. 31, 2015. As of June 30, 2017, MusclePharm had $29.75 million in total assets, $39.76 million in total liabilities, and a total stockholders' deficit of $10.01 million. NEOVASC INC: Gets FDA Approval to Initiate Pivotal Reducer Trial ---------------------------------------------------------------- Neovasc Inc. has received approval of the U.S. Food and Drug Administration to initiate the COSIRA-II IDE pivotal clinical trial. The trial's purpose will be to demonstrate the safety and effectiveness of the Company's novel Reducer system for treatment of patients with refractory angina. Once completed, the trial data is intended to support an application to the FDA for approval to commence marketing Reducer in the United States. Refractory angina is a common and disabling clinical condition, and a major public health problem, which affects patients' quality of life, and has a significant impact upon health care resources. "Since its commercial launch in Europe two years ago, Reducer has consistently provided relief of severe symptoms in patients suffering from refractory angina, resulting in significant improvements in their quality of life," commented Neovasc CEO, Alexei Marko. "We are eager to replicate our European clinical and commercial success in the United States, by introducing this important new therapy for patients who have no other option for managing their chronic, severe chest pain." COSIRA-II will be a 380 patient, multicenter, randomized (1:1 ratio), double blinded, sham-controlled clinical trial with up to 35 investigational centers across North America. The COSIRA-II trial design is very similar to the COSIRA study, a 104 patient study previously conducted in Europe and Canada. The positive results of that study were published in the New England Journal of Medicine, February 2015. Neovasc is currently evaluating start up timelines and funding options for the COSIRA-II trial. About the Neovasc Reducer The Reducer is CE-marked in the European Union for the treatment of refractory angina, a painful and debilitating condition that occurs when the coronary arteries deliver an inadequate supply of blood to the heart muscle, despite treatment with standard revascularization or cardiac drug therapies. It affects millions of patients worldwide, who typically lead severely restricted lives as a result of their disabling symptoms, and its incidence is growing. The Reducer can provide relief of angina symptoms by altering blood flow in the heart's circulatory system, thereby increasing the perfusion of oxygenated blood to ischemic areas of the heart muscle. Placement of the Reducer is performed using a minimally invasive transvenous procedure that is similar to implanting a coronary stent and is completed in approximately 20 minutes. About Neovasc Inc. Neovasc Inc. -- http://www.neovasc.com/-- is a specialty medical device company that develops, manufactures and markets products for the rapidly growing cardiovascular marketplace. Its products include the Neovasc Reducer, for the treatment of refractory angina which is not currently available in the United States and has been available in Europe since 2015 and the Tiara, for the transcatheter treatment of mitral valve disease, which is currently under investigation in the United States, Canada and Europe. The Company also sells a line of advanced biological tissue products that are used as key components in third-party medical products including transcatheter heart valves. Neovasc reported a loss of US$86.49 million for the year ended Dec. 31, 2016, following a loss of US$26.73 million for the year ended Dec. 31, 2015. As of June 30, 2017, Neovasc had US$86.87 million in total assets, US$114.40 million in total liabilities and a total deficit of US$27.52 million. Grant Thornton LLP, in Vancouver, Canada, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, emphasizing that the Company was named in a litigation and that the court awarded $112 million in damages against it. This condition, along with other matters, indicate the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern, the auditors said. NILHAN FINANCIAL: Case Dismissal Bid Delays Plan Filing ------------------------------------------------------- Nilhan Financial, LLC, asks the U.S. Bankruptcy Court for the Middle District of Florida to extend the exclusivity period for the Debtor to file a plan of reorganization and solicit acceptance of that plan to a date to be set by the Court once the Court rules on the pending motion to dismiss and motion to convert the case to a Chapter 7 liquidation. The Debtor has not filed a proposed plan for several reasons, including: a. the Debtor filed a motion to dismiss the case, which, if granted, will moot the need to expend considerable time and money on the Plan formulation and confirmation processes; b. certain claimants have filed a Motion to Convert this case to Chapter 7, which, if granted over the Debtor's objection, would moot the need to expend considerable time and money on the Plan formulation and confirmation processes; c. the Debtor is presently engaged in discovery regarding the bases for recently filed proofs of claim (the various parties involved have scheduled two days of depositions for the end of this month), and further information regarding those claims would assist the Debtor in formulation of its plan since the amount of claims to be paid affects how Debtor proposes to fund payment of claims; and d. finishing the presently pending discovery regarding disputed claims would also assist the Debtor in preparation of its Disclosure Statement since the amount of claims to be paid is information normally included within the disclosure statement and may have a bearing on amounts paid to claimholders and, accordingly, may be material to a claimant's decision on whether to vote for a plan. Section 1121 of the U.S. Bankruptcy Code grants a debtor the exclusive right to file a plan of reorganization "until 120 days after the date of the order for relief . . . ." If not extended by the Court, the exclusivity period terminates if each impaired class of claims or interests has not accepted the plan within 180 days of the order for relief. In this case, the 120th day after the court order for relief falls on Nov. 7, 2017, as the order for relief in this case was effect on July 10, 2017. The Debtor tells the Court that good cause exists to extend the exclusivity period for these reasons: (i) the Debtor submits that, although this case is not a large case, the case has involved complexities and has led to the filing of motions presently pending for resolution by the Court on Dec. 12, 2017, which have a direct bearing on the submission of a plan; (ii) the Debtor will not have information regarding the total number of claims and size of those claims until it completes discovery that is presently ongoing with regard to the validity and amounts of claims, which is information needed to calculate projected plan payments to creditors; (iii) the Debtor submits that this factor is neutral in the situation at hand where a motion to dismiss the case is pending based on an offer to pay the claims that triggered the original involuntary case, and given that Debtor has attempted to satisfy the claims of SEG Gateway, LLC, and Good Gateway, LLC, in the amounts the Debtor deems valid and when other amounts are disputed presently; (iv) the Debtor does not have ongoing operations so is not delinquent on post-petition obligations; (v) the Debtor submits that it should be permitted an opportunity to submit a plan to pay creditors once it knows the number and amount of claims at issue, which is presently being determined through discovery about the validity and amount of claims; (vi) the Debtor made efforts to negotiate with its largest creditor, including an offer to pay the entire undisputed amounts of the claims of SEG Gateway, LLC, and Good Gateway, LLC, and while efforts have not resulted in a settlement or resolution of those claims, the Debtor should not be penalized for undertaking such efforts by losing its exclusivity period simply because the efforts never came to fruition, but rather that factor favors extending the exclusivity period; (vii) this is the Debtor's first request for extension of the exclusivity period; (viii) the Debtor has not attempted to pressure creditors to submit to reorganization demands, especially because Debtor made an offer to pay the entire amount that it submits is owing to SEG Gateway, LLC, and Good Gateway, LLC, and indicated it could resolve other claims outside of the bankruptcy context; and (ix) the Debtor has three unresolved factors bearing on its Plan and Disclosure Statement because Debtor is in the process of taking discovery as to the validity and amount of the majority of claims filed in this case, and has made a motion to dismiss this case conditioned upon paying the valid amount of claims of SEG Gateway, LLC, and Good Gateway, LLC, and a motion to convert is also set for trial. Resolution of those matters will occur in the very near future. A copy of the Debtor's request is available at: http://bankrupt.com/misc/flmb17-03597-138.pdf About Nilhan Financial, LLC An involuntary Chapter 7 bankruptcy petition (Bankr. S.D. Fla. Case No. 17-13320) was filed against Nilhan Financial, LLC, by petitioning creditor Moffa & Breuer, PLLC, on March 20, 2017. The Petitioning Creditor is represented by John A. Moffa, Esq., and Stephen C Breuer, Esq., at Moffa & Breuer, PLLC. On April 27, venue of the case was transferred to the U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division, and assigned Case No. 17-03597, before Chief Judge Michael G. Williamson. The Alleged Debtor filed an Answer to the Petition and a hearing was held on July 10, 2017, on whether the case would proceed. The Debtor made an ore tenus motion on July 10 to convert the Chapter 7 case to a case under Chapter 11. The Court entered a Chapter 11 conversion order on July 26. Michael D. Robl, Esq., at Robl Law Group, LLC, serves as the Alleged Debtor's bankruptcy counsel. NJOY INC: Asset Buyers Must Turn Over Docs to Ch. 7 Trustee ----------------------------------------------------------- Cara Salvatore, writing for Law360, reports that buyers behind a $30 million purchase of e-cigarette maker NJOY's assets after it declared bankruptcy will now have to answer to its Chapter 7 trustee, who is seeking information for possible lawsuits over preferential transfers and breaches of fiduciary duty, a Delaware bankruptcy judge ruled. U.S. Bankruptcy Judge Christopher Sontchi approved the request of Chapter 7 trustee Jeffrey Burtch to compel documents from asset buyers Douglas Teitelbaum and Teitelbaum's Homewood Capital, part of a consortium that bought the assets. About Njoy, Inc. Headquartered in Scottsdale, Arizona, NJOY sold e-cigarettes and vaping products to wholesalers, distributors and retailers. NJOY filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 16-12076) on Sept. 16, 2016. The petition was signed by Jeffrey Weiss, general counsel and interim president. The case is assigned to the Hon. Christopher S. Sontchi. NJOY hired Gellert Scali Busenkell & Brown, LLC, as counsel, Sierraconstellation Partners, LLC, as financial advisor, and Cohnreznick Capital Markets Securities Investment LLC as investment banker. The official committee of unsecured creditors tapped Fox Rothschild LLP as counsel. Jeoffrey L. Burtch, the Chapter 11 Trustee for Njoy, Inc., hired Cozen O'Connor, as counsel. The Court in July 2017 agreed to convert the Chapter 11 bankruptcy of NJOY Inc. to a Chapter 7, following a $30 million asset sale and the departure of its last remaining executive. NORTH CAROLINA TOBACCO: Trustee Selling Eqpt. and Tangible Property ------------------------------------------------------------------- John A. Northen, the Chapter 11 Trustee for North Carolina Tobacco International, LLC, asks the U.S. Bankruptcy Court for the Middle District of North Carolina to authorize the public sale of (i) all of the Debtor's equipment and other tangible personal property located at its former leased premises in East Bend, North Carolina; and (ii) all of the equipment and other tangible personal property that Olympia Capital Corp. contends was leased to the Debtor pursuant to a true lease. Iron Horse Auction Co., Inc. has conducted an inventory and evaluation of the Debtor's equipment and other tangible personal property located at the Debtor's former leased premises in East Bend, NC, and provided the Trustee with an auction and marketing proposal. It has prepared a value estimate and asset listing. The Trustee proposes to sell, via public auction, the Sale Assets. Although the Sale Assets consist primarily of specialized tobacco manufacturing assets, and the outcome of the auction is uncertain, Iron Horse estimates gross sale proceeds from the Sale Assets of approximately $1,429,200. The list of the Sale Assets attached to the Motion is available for free at: http://bankrupt.com/misc/North_Carolina_Tobacco_94_Sales.pdf Olympia Capital contends that (i) it holds a properly perfected security interest in the all of the Sale Assets owned by the Debtor, evidenced by filed UCC-1 financing statements; and (ii) that certain of the Sale Assets were leased to the Debtor under a true lease and therefore are not property of the bankruptcy estate. There are also UCC-1 financing statements against the Debtor filed by Alamo Heights Financial Inc. and North Ridge Group Inc., although Olympia Capital alleges that it has acquired the claims or interests, if any, held by Alamo Heights and North Ridge with respect to the Sale Assets. The Trustee has not had sufficient time to review and evaluate the claims and interests asserted by Olympia Capital, Alamo Heights or North Ridge. The Trustee does not stipulate or agree to the validity, extent, perfection, or priority of the claims and interests asserted by Olympia Capital, Alamo Heights or North Ridge, nor does the Trustee stipulate or agree that certain of the Sale Assets are subject to a true lease rather than a disguised security interest. The Trustee reserves all rights to challenge or object to the claims and interests asserted by Olympia Capital, Alamo Heights or North Ridge in the sale proceeds derived from the Sale Assets. Olympia Capital, for itself and for Alamo Heights and North Ridge, has agreed that the Sale Assets should be sold at public auction and that any and all liens, claims, rights or interests with respect to the Sale Assets will be transferred to the sale proceeds. RG Logistics, Inc. asserts an ownership interest in certain of the Sale Assets pursuant to a certain Joint Stipulation for Settlement and Bill of Sale, under which certain of the Sale Assets were purportedly transferred by the Debtor to RG Logistics in settlement of a lawsuit filed against the Debtor in Miami, Florida. The Debtor subsequently filed a motion to strike these purported settlement and transfer documents as fraudulently made. The validity of this purported transfer is at issue in the adversary proceeding brought by Olympia Capital, and currently pending before the Court (Adv. Pro. No. 17-6032). Additionally, the purported transfer may be subject to avoidance pursuant to Section 548 of the Bankruptcy Code. The Trustee has not had sufficient time to review and evaluate the claims and interests asserted by RG Logistics. He does not stipulate or agree to the validity, extent, perfection, or priority of the claims and interests asserted by RG Logistics. He reserves all rights to challenge or object to the claims and interests asserted by RG Logistics in the sale proceeds derived from the Sale Assets. RG Logistics has not yet indicated whether it consents to the proposed sale; however, RG Logistics' asserted interests are subject to bona fide dispute and the Sale Assets may be sold free and clear of such interests. The Trustee is unaware of any other asserted liens, claims, rights or interests in the Sale Assets. Iron Horse would be compensated solely through a buyer's premium of 15%, with no compensation payable directly from the Debtor's bankruptcy estate. However, Iron Horse would be entitled to reimbursement by the Debtor's bankruptcy estate for actual and necessary expenses, subject to approval by the Court after notice and hearing. Iron Horse is expected to expend up to $5,000 towards marketing expenses and to incur reasonable expenses in connection with batteries, minor equipment repairs, cleaning, and other actions necessary to get the Sale Assets in saleable condition, as well as the expense of obtaining a licensed electrician to disconnect the various manufacturing equipment from their power source prior to removal. The Trustee proposes that the proceeds from the Sale Assets be allocated and applied as follows: a. First, Iron Horse would collect and retain the 15% buyer's premium directly from successful bidders, without the need for any further motion or order, and Iron Horse would be entitled to reimbursement of expenses upon approval by the Court after notice and hearing. b. Second, any reasonable storage fees for the Sale Assets, in such amount as is approved by the Court after notice and hearing. c. Third, the reasonable compensation and reimbursement of expenses of the Trustee and the Trustee's counsel, as approved by the Court after notice and hearing, incurred in connection with the employment of Iron Horse or the sale of the Sale Assets. d. Fourth, all remaining sale proceeds will be held in trust by the Trustee, pending the resolution of the liens, claims, rights or interests in the Sale Assets and further orders of the Court It is in the best interests of the estate and its creditors for the Sale Assets to be sold expeditiously. The Sale Assets are located within premises formerly leased by the Debtor, resulting in accumulating storage fees and other costs. Accordingly, the Trustee asks the Court to approve the relief sought. The Interested Parties: ALAMO HEIGHTS FINANCIAL, INC. Attn: Ryan Kim 6 Pointe Drive, Suite 150 Brea, CA 92821 RG LOGISTICS, INC. Attn: Richard Garcia, Registered Agent 19511 NW 79th Court Miami, FL 33015 NORTH RIDGE GROUP, INC. Attn: Managing Agent 1234 Wilshire Blvd., Suite 419 Los Angeles, CA 90017 The Auctioneer: IRON HOUSE AUCTION CO., INC. 174 Airport Road Rockingham, NC 28379 Telephone: (910) 997-2248 Facsimile: (910) 895-1530 About North Carolina Tobacco North Carolina Tobacco International, LLC, filed a Chapter 11 voluntary petition (Bankr. M.D.N.C. Case No. 17-51077) on Oct. 10, 2017, and was represented by Richard Steele Wright, Esq., at Moon Wright & Houston, PLLC. On Oct. 20, 2017, the Court appointed John A. Northen as Chapter 11 Trustee for the Debtor. On Oct. 27, 2017, the Court appointed Iron Horse Auction Co., Inc., nunc pro tunc as of the Petition Date, to conduct an inventory and appraisal of the Debtor's equipment and other assets, and to conduct a public sale of the Debtor's assets. OMNI LION'S RUN: May Use Cash Collateral Through Dec. 31 -------------------------------------------------------- The Hon. Ronald B. King of the U.S. Bankruptcy Court for the Western District of Texas has entered an agreed final order authorizing Omni Lion's Run L.P. and Omni Lookout Ridge, L.P., to use cash collateral of LB-UBS 2007-C2 Lookout Ridge Blvd, LLC, for the period of Oct. 1, 2017, through Dec. 31, 2017. As reported by the Troubled Company Reporter on Oct. 24, 2017, the Debtors sought court permission to use, sell, or lease cash collateral in the ordinary course. Lender has agreed to the use of its cash collateral upon the terms and conditions contained in this cash collateral court order. The cash collateral will be used, and the use is so conditioned upon these mandatory actions: (i) the Debtor will use its best efforts to conduct its business profitably; (ii) the Debtor will report by Nov. 20, 2017, to Lender that the Debtor is in compliance with the budget through the preceding month; (iii) the Debtor will report to Lender on or before the 20th of each month thereafter that the Debtor is in compliance with the budget through the preceding month; (iv) the Debtor will serve upon the Lender the Debtor's monthly operating reports on or about the dates they are due to be filed; and (v) the Debtor will use its best efforts to preserve estate assets and comply with the terms of this cash collateral court order. The Debtor's authorization to use cash collateral will terminate on the earlier of (a) the effective date of a confirmed plan, (b) foreclosure of the Lookout Ridge Apartment Complex by Lender, (c) the fifth calendar day after the Debtor receives notice of any default, breach or violation of the cash collateral court order if default, breach or violation remains uncured at that date, or (d) the expiration of Dec. 31, 2017. A copy of the Order is available at: http://bankrupt.com/misc/txwb17-60329-160.pdf About Omni Lion's Run Omni Lion's Run, L.P., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 17-60329) on May 2, 2017. Drew G. Hall, its manager, signed the petition. Judge Ronald B. King presides over the case. At the time of the filing, the Debtor estimated assets and liabilities of less than $50,000. Omni Lookout Ridge L.P. commenced its Chapter 11 case. (Bankr. W.D. Tex. Case No. 17-60447) on June 6, 2017. Hajjar Peters LLP serves as counsel to the Debtors. OSAGE WATER: Trustee Taps Spencer Fane as Special Counsel --------------------------------------------------------- The Chapter 11 trustee for Osage Water Company seeks approval from the U.S. Bankruptcy Court for the Western District of Missouri to hire Spencer Fane LLP as special counsel. In a court filing, Jill Olsen proposes to hire the firm to represent the Debtor's estate in an adversary case styled Williams v. Hancock Construction Company et al. (Adv. Proc. No. 17-2010). The firm will also pursue avoidance claims; investigate potential assets; and assist in the sale of the Debtor's assets. The firm's hourly rates range from $330 to $600 for partners and of counsel, $220 to $325 for associates, and $120 to $250 for paralegals. The professionals who will be providing the services are: Lisa Epps $430 Eric Johnson $430 Andrea Chase $260 Zachary Fairlie $230 Sarah Estlund $150 Lisa Wright $150 Eric Johnson, Esq., disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Spencer Fane can be reached through: Eric Johnson, Esq. Spencer Fane LLP 1000 Walnut Street, Suite 1400 Kansas City, MO 64106 Tel: 816-474-8100 Fax: 816-474-3216 About Osage Water Company Osage Water Company is a public utility that is in the business of producing, purifying, treating and distributing water within Camden County, Missouri. The company currently holds real estate, water and wastewater systems located at Cedar Glen Condominiums, Chelsea Rose Subdivision, Harbor Bay Condominiums and Eagle Woods Subdivision. Osage Water's gross revenue amounted to $250,605 in 2016 and $255,285 in 2015. Osage Water Company, based in Clinton, MO, filed a Chapter 11 petition (Bankr. W.D. Mo. Case No. 17-42759) on October 11, 2017. The Hon. Cynthia A. Norton presides over the case. John C. Reed, Esq., at Pletz and Reed, P.C., served as the Debtor's bankruptcy counsel. In its petition, the Debtor estimated $75,585 in assets and $2.45 million in liabilities. The petition was signed by Gary V. Cover, receiver for the company. Jill Olsen was appointed Chapter 11 trustee for the Debtor. OUTBACK DEVELOPMENT: Case Summary & 7 Unsecured Creditors --------------------------------------------------------- Debtor: Outback Development, LLC 934 E. Highway 76 Branson, MO 65616 Type of Business: Outback Development, LLC is a privately held company in Branson, Missouri owned by Steve R. Wood. Case No.: 17-61215 Chapter 11 Petition Date: November 9, 2017 Court: United States Bankruptcy Court Western District of Missouri (Springfield) Judge: Hon. Cynthia A. Norton Debtor's Counsel: David E. Schroeder, Esq. DAVID SCHROEDER LAW OFFICES, P.C. 1524 East Primrose St., Suite A Springfield, MO 65804-7915 Tel: 417-890-1000 Fax: 417-886-8563 E-mail: bk1@dschroederlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Steve R. Wood, managing member. A full-text copy of the petition, along with a list of seven unsecured creditors, is available for free at http://bankrupt.com/misc/mowb17-61215.pdf PARETEUM CORP: Prices $12 Million Firm Commitment Public Offering ----------------------------------------------------------------- Pareteum Corporation announced the pricing of a firm commitment public offering of 13,043,478 shares of its common stock (and/or shares of preferred stock, each of which shares is an equivalent of 1,000 shares of common stock) and warrants to purchase up to 6,521,739 shares of common stock. The offering was priced at $0.92 per share of common stock, with each share of common stock (and its common stock equivalent) sold with one five-year warrant to purchase 0.50 of one share of common stock, at an exercise price of $1.05 per whole share of common stock. The Company expects to receive net proceeds from the offering of approximately $10.6 million, after deducting the applicable underwriting discount and estimated offering expenses payable by the Company. The offering was expected to close on Nov. 9, 2017, subject to customary closing conditions. In addition, the Company has granted the underwriters a 45-day over-allotment option to purchase up to an additional 1,956,522 shares of common stock and/or warrants to purchase up to 978,261 shares of its common stock. Dawson James Securities, Inc., is serving as the sole bookrunner for the offering. The Company intends to use net proceeds from the offering for general working capital and corporate purposes. A registration statement on Form S-1 relating to these securities has been filed with the U.S. Securities and Exchange Commission and became effective on Nov. 6, 2017. The offering is being made only by means of a prospectus forming part of the effective registration statement. 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, following 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. PARETEUM CORP: Will Release Q3 Financial Results on Nov. 13 ----------------------------------------------------------- Pareteum Corporation will report its financial results for the third quarter ended Sept. 30, 2017, after market close on Nov. 13, 2017. Pareteum will host a conference call and live webcast to discuss the results. The conference call will begin at 4:30 PM Eastern Time (1:30 p.m. Pacific Time) on Monday, Nov. 13, 2017. The conference call can be accessed by dialing 1-800-239-9838 from the United States, 0800 279 7204 from the U.K., or 1-323-794-2551 internationally. In addition, a live webcast of the conference call can be accessed from the Investor Relations page of Pareteum's company website at http://public.viavid.com/index.php?id=127254and a replay will be available at the same link from one hour after the end of the call through 11:59 PM Eastern Time on Nov. 13, 2018. Pareteum has used, and intends to continue to use, its Investor Relations website as a means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD. 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, following 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. PAVIST LLC: Case Summary & 18 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Pavist, LLC 4851 Keller Springs Rd. #209 Addison, TX 75001 Type of Business: Pavist LLC is a Texas limited liability company founded by Richard Shaw in 2014. Pavist is an affiliate of real estate company FM 544 Park Vista Ltd., which sought bankruptcy protection on Nov. 7, 2017. Chapter 11 Petition Date: November 9, 2017 Case No.: 17-34274 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Judge: Hon. Harlin DeWayne Hale Debtor's Counsel: Joseph F Postnikoff, Esq. GOODRICH POSTNIKOFF & ASSOCIATES, LLP 801 Cherry Street, Suite 1010 Ft. Worth, TX 76102 Tel: (817) 347-5261 Fax: (817) 335-9411 E-mail: jpostnikoff@gpalaw.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Richard Shaw, manager. A copy of the Debtor's list of 18 largest unsecured creditors is available for free at: http://bankrupt.com/misc/txnb17-34274_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/txnb17-34274.pdf PELICAN REAL ESTATE: Trustee Taps Daniels & Tredennick as Counsel ----------------------------------------------------------------- The liquidating trustee for Pelican Real Estate LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Daniels & Tredennick LLP as her special counsel. In a court filing, Maria Yip, the liquidating trustee, proposes to hire the firm to prosecute potential claims tied to the Debtor's investments and transactions in oil and gas. Daniels & Tredennick will get 35% of the gross amount recovered either by settlement or collection. Douglas Daniels, Esq., disclosed in a court filing that he and his firm do not represent any interest adverse to the Debtor and its estate. The firm can be reached through: Douglas Daniels, Esq. Daniels & Tredennick LLP 6363 Woodway Drive, Suite 965 Houston, TX 77507 Phone: 713-917-0024 | Fax: 713-917-0026 About Pelican Real Estate Pelican Real Estate, LLC and its eight affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 16-03817) on June 8, 2016. The petition was signed by Jared Crapson, president of SMFG, Inc., manager of Pelican Management Company, LLC. At the time of the filing, Pelican Real Estate listed under $50,000 in both assets and debt. The Debtors are represented by Elizabeth A. Green, Esq., at Baker & Hostetler LLP. The Debtors hired Bill Maloney Consulting as their financial advisor; Hammer Herzog and Associates P.A. as their accountant; and Pino Nicholson PLLC as their special counsel. Turnkey Investment Fund LLC, an affiliate of Pelican Real Estate LLC, hired Dance Bigelow Sharp & Co. as accountant. Guy Gebhardt, acting U.S. trustee for Region 21, on July 27, 2016, formed an official committee of unsecured creditors for Pelican Real Estate LLC's affiliates, Smart Money Secured Income Fund LLC and Accelerated Asset Group LLC. Maria Yip was appointed examiner in the case. She hired GrayRobinson, P.A., as her lead counsel; and Fikso Kretschmer Smith Dixon Ormseth PS as special counsel. On February 15, 2017, the court entered an order confirming the Debtors' Second Amended Plan of Liquidation. The plan became effective on March 2, 2017, at which time the Smart Money Liquidating Trust came into existence and Ms. Yip was named the liquidating trustee. PINPOINT WAREHOUSING: Hires Moon Wright as Bankruptcy Counsel ------------------------------------------------------------- Pinpoint Warehousing, LLC, seeks authority from the U.S. Bankruptcy Court for the Western District of North Carolina to employ Moon Wright & Houston, PLLC, as bankruptcy counsel to the Debtor. Pinpoint Warehousing requires Moon Wright to: a. provide legal advice with respect to the powers and duties as debtor-in-possession in the continued operation of its business and management of its properties; b. negotiate, prepare, and pursue confirmation of a chapter 11 plan and approval of a disclosure statement, and all related reorganization agreements and documents; c. prepare on behalf of the Debtor necessary applications, motions, answers, orders, reports, and other legal papers; d. represent the Debtor in all adversary proceedings related to the base case; e. represent the Debtor in all litigation arising from or relating to causes of action owned by the estate or defending causes of action brought against the estate, in any forum; f. appear in Court to protect the interest of the Debtor before the Court; and g. perform all other legal services for the Debtor which may be necessary and proper in the Chapter 11 proceedings. Moon Wright will be paid at these hourly rates: Partners $450-$675 Associates $240 Paralegals $180 Moon Wright will also be reimbursed for reasonable out-of-pocket expenses incurred. Richard S. Wright, partner of Moon Wright & Houston, PLLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Moon Wright can be reached at: Richard S. Wright, Esq. MOON WRIGHT & HOUSTON, PLLC 121 W. Trade Street, Suite 1950 Charlotte, NC 28202 Tel: (704) 944-6560 Fax: (704) 944-0380 About Pinpoint Warehousing, LLC Pinpoint Warehousing, LLC, f/k/a Pinpoint Warehousing, Inc. --http://goppw.com-- is a privately held full-service warehousing company based in Charlotte, North Carolina. With over 30 years of experience, the Debtor 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. Pinpoint Warehousing filed for Chapter 11 bankruptcy protection (Bankr. W.D.N.C. Case No. 17-31701) on Oct. 17, 2017, estimating its assets at up to $50,000 and liabilities at between $1 million and $10 million. The petition was signed by Harvey Gantt, president and CEO. Judge Laura T. Beyer presides over the case. Richard S. Wright, Esq., at Moon Wright & Houston, PLLC, serves as the Debtor's bankruptcy counsel. PIONEER ENERGY: Moody's Rates New $175MM Sr. Secured Term Loan B3 ----------------------------------------------------------------- Moody's Investors Service assigned a B3 rating to Pioneer Energy Services Corp.'s (Pioneer Energy Services) new $175 million senior secured term loan. Moody's also upgraded Pioneer Energy Services' Corporate Family Rating (CFR) to Caa2 from Caa3, Probability of Default Rating (PDR) to Caa2-PD from Caa3-PD, and senior unsecured notes to Caa3 from Ca. The Speculative Grade Liquidity (SGL) Rating was changed to SGL-3 from SGL-4. The rating outlook is stable. "The issuance of the term loan increases Pioneer Energy Services' debt balances while bolstering its liquidity at a time when demand for drilling and oilfield services is improving from low levels," said Amol Joshi, Moody's Vice President. "Recovering margins and contract drilling backlog through 2018, and reduced covenant restrictions in the new debt facilities, stabilize the company's outlook." Rating Actions: -- $175 Million Senior Secured First Lien Term Loan B due 2022, Assigned at B3 (LGD2) -- Corporate Family Rating, Upgraded to Caa2 from Caa3 -- Probability of Default Rating, Upgraded to Caa2-PD from Caa3- PD -- $300 Million Senior Unsecured Notes due 2022, Upgraded to Caa3 (LGD5) from Ca (LGD5) -- Speculative Grade Liquidity Rating, Upgraded to SGL-3 from SGL-4 -- Outlook, Changed to Stable from Negative RATINGS RATIONALE Pioneer Energy Services' Caa2 CFR reflects the company's elevated debt balance pro forma for the $175 million senior secured term loan issuance. While the company's operating cash flow is expected to improve due to good demand for its drilling rigs and equipment services, Pioneer Energy Services' leverage metrics are weak. Exploration and production (E&P) companies' capital budgets are still lower when compared to peak levels, and this lower spending will adversely impact the day rates and utilization of drilling rigs and well services equipment that oilfield services companies, like Pioneer Energy Services, provide. Based on Moody's projections, Pioneer Energy Services' debt-to-EBITDA ratio will remain stressed through 2017 and may improve meaningfully only well into 2018. The company's new asset-based lending (ABL) revolver is expected to be undrawn after the term loan issuance. Good availability on its new ABL credit facility and higher cash balances improve the company's liquidity position going into 2018. However, the company's small scale, limited range of service offerings compared to its larger oilfield peers, and customer concentration restrain its ratings. Pioneer Energy Services will have adequate liquidity over the next 12-18 months, as indicated by the SGL-3 Speculative Grade Liquidity (SGL) Rating. At June 30, 2017, the company had approximately $7 million of cash on its balance sheet, and $50 million of availability under its revolving credit facility with $150 million in commitments. After paying down the outstanding balance under its old revolver using the proceeds from the $175 million term loan issuance, the remainder of the proceeds will be used to bolster Pioneer Energy Services' cash balance. In addition, the new ABL revolver will reduce the company's covenant restrictions as the previous leverage and interest coverage covenants under the old facility are eliminated. The term loan has a minimum asset coverage requirement of at least 1.50x and the ABL revolving credit facility has a springing fixed charge coverage covenant of at least 1.0x. The springing fixed charge covenant only applies when excess availability is less than 15% of the facility amount. The ABL facility will also be subject to a borrowing base, and will initially have about $12 million of committed letters of credit and borrowing availability of slightly over $45 million. The Caa3 rating on Pioneer Energy Services' $300 million of senior unsecured notes due 2022 reflects its subordination to the $175 million senior secured term loan due 2022 and the new $75 million senior secured ABL revolving credit facility due 2022. The stable outlook reflects the company's good liquidity and improving operating cash flow. An upgrade could occur if day rates and utilization rates rise and contribute to meaningful EBITDA growth, while the debt-to-EBITDA metric is sustained below 5.0x with adequate liquidity. A downgrade could occur if the company's liquidity profile significantly weakens or if the company undertakes a debt restructuring. Pioneer Energy Services provides contract land drilling and various well site services to upstream oil and gas companies. The company currently operates in Texas, North Dakota, Mid-Continent, Rockies and the Appalachian regions. Pioneer Energy Services' international operations are located in Colombia. The principal methodology used in these ratings was Global Oilfield Services Industry Rating Methodology published in May 2017. PLATFORM SPECIALTY: S&P Affirms 'BB-' CCR, Outlook Stable --------------------------------------------------------- S&P Global Ratings affirmed its 'BB-' corporate credit ratings on Platform Specialty Products Corp. and its wholly owned subsidiary MacDermid Inc. The outlooks are stable. S&P said, "At the same time, we assigned our 'B+' issue rating and '5' recovery rating to the company's proposed $550 million senior unsecured note issue. Our 'BB-' issue-level rating and '3' recovery rating on the company's existing senior secured debt, and our 'B+' issue-level rating and '5' recovery rating on existing unsecured debt are unchanged. The '3' recovery rating indicates our expectation of meaningful (50%-70%; rounded estimate: 65%) recovery in the event of a payment default. The '5' recovery indicates our expectation of modest (10%-30%; rounded estimate: 10%) recovery in the event of a payment default. "We based the ratings on the proposed debt on preliminary terms and conditions. "Our ratings on Platform reflect our assessment of the company's elevated EBITDA margins, which reflect the specialty nature of its products, and a high degree of value addition that we believe will insulate the company somewhat from adverse impact of price volatility in its commodity raw material. These strengths are offset by potential volatility in cash flow in the company's agricultural business, some vulnerability to downswings in key end markets such as industrial and agriculture, and the high debt level in relation to cash flow and EBITDA. Our base case does not factor the company's announced plan to separate its businesses in 2018 because of the general uncertainty we associate with the execution of the plan. In particular, the plan is subject to market conditions, including the company's ability to approach equity markets for a potential initial public offering (IPO) for a portion of the business it plans to separate. "The stable outlook reflects our expectation for EBITDA growth over the next 12 months, as the company reaps benefits from synergy benefits related to acquisitions and from cost-restructuring efforts. We also expect modest organic growth supported by favorable macroeconomic trends such as positive GDP growth in key geographic markets. Though the company has yet to establish a long-term track record for EBITDA growth, the potential for an improvement in 2017 EBITDA on account of these benefits has become more apparent. "Consequently, we expect credit metrics to strengthen at year-end 2017 and through 2018, though we assume the financial risk profile will remain highly leveraged with FFO to total debt in the 6% to 10% range over the next 12 months. We do not factor in any significant acquisitions, nor do we consider the company's plans to separate the agriculture business because of the uncertainty related to the execution of this plan, which is we believe is contingent on favorable capital market conditions. If the company successfully accessed equity markets in a first step toward executing its plans, we would review the impact of the separation on the business and financial risk profiles in our assessment. "We could lower ratings in the next 12 months if our anticipated improvement in EBITDA or if additional debt-funded acquisitions constrain an improvement in credit metrics so that the ratio of FFOs (pro forma for acquisitions) is below 6%, with no prospect for improvement over the next 12 months. We could also lower ratings if unexpected weakness in global demand or raw-material cost pressure leads to the potential for leverage to rise, against our base case expectation for an improvement. "Though unlikely at this point in time, we could raise ratings by a notch in the next 12 months if earnings exceeded expectations so that the ratio of FFO to total debt improved to levels above 12% on a sustainable basis. This could happen if EBITDA margins improved by an improbable 4 percentage points over our assumptions in 2018." POINT.360: Hires TroyGould as Transactional Counsel --------------------------------------------------- Point.360, seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ TroyGould PC, as transactional counsel to the Debtor. Point.360 requires TroyGould to provide legal services in connection with all transactional, corporate, labor/employment, real estate transactional, and securities related services, including, without limitation, transactional services relating to the structuring and implementation of a chapter 11 plan confirmation. TroyGould will be paid at these hourly rates: Partners $745 Associates $300-$425 The Debtor is indebted to TroyGould in the amount of $74,020.38 for attorneys' fees and costs for pre-petition services rendered. TroyGould has accepted a net prepetition retainer in the amount of $17,772.16. TroyGould will also be reimbursed for reasonable out-of-pocket expenses incurred. William D. Gould, partner of TroyGould 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. TroyGould can be reached at: William D. Gould, Esq. TROYGOULD PC 1801 Century Park East, 16th Floor Los Angeles, CA 90067-2367 Tel: (310) 553-4441 Fax: (310) 201-4746 About Point.360 Point.360 (PTSX) -- http://www.point360.com/and http://www.mvf.com/-- is a value add service organization specializing in content creation, manipulation and distribution processes integrating complex technologies to solve problems in the life cycle of Rich Media. With locations in greater Los Angeles, Point.360 performs high and standard definition audio and video post production, creates virtual effects and archives and distributes physical and electronic Rich Media content worldwide, serving studios, independent producers, corporations, non-profit organizations and governmental and creative agencies. Point.360 provides the services necessary to edit, master, reformat and archive clients' audio and video content, including television programming, feature films and movie trailers. Point.360's interconnected facilities provide service coverage to all major U.S. media centers. Point.360 filed a voluntary petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 17-22432) on Oct. 10, 2017. Haig S. Bagerdjian, the Company's Chairman, President and CEO, signed the petition. The Debtor hires Lewis R. Landaue, Esq., as counsel, TroyGould PC, as transactional counsel. No trustee has been appointed, and the Company will continue to operate its business as "debtor in possession" under the jurisdiction of the Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Court. The Debtor had total assets of $11.14 million and total debt of $14.77 million as of March 31, 2017. The Hon. Julia W. Brand is the case judge. PRECISION DRILLING: Fitch Assigns 'B+' Issuer Default Rating ------------------------------------------------------------ Fitch Ratings has assigned a first-time Long-Term Issuer Default Rating (IDR) of 'B+' to Precision Drilling Corporation (Precision; NYSE: PDS, TSE:PD). Fitch has also assigned 'BB+/RR1' and 'BB-/RR3' ratings to Precision's senior secured credit facility and senior unsecured notes, respectively. The Rating Outlook is Stable. Additionally, Fitch has assigned a 'BB-/RR3' rating to Precision's recently announced USD $400 million senior unsecured notes issuance due 2026. Proceeds from the notes, including a portion of cash on hand, will be used to repay the outstanding 2020 notes and a portion of the 2021 notes. The notes are expected to rank pari passu with Precision's existing unsecured debt. Fitch believes the transaction will help improve the maturity profile and reduce refinance risk, which should help support liquidity prospects given the credit facility matures in June 2019. Approximately CAD $1.8 billion (USD $1.4 billion) in debt is affected by rating actions. A full list of rating actions follows at the end of this release. Precision's ratings consider the improved, albeit levelling, Canadian and U.S. rig counts, favorable asset quality characteristics for most of its working rigs, and forecasted positive free cash flow (FCF) providing an opportunity for gross debt reduction. These factors are offset by some lower than expected recent Canadian rig activity and the potential for reduced financial flexibility that could place the company at a medium-term competitive disadvantage as the rig replacement and pad-optimal customer adoption cycle continues. KEY RATING DRIVERS Leading Share in Cyclical Canadian Market: Precision has a leading market share in Canada with approximately 25% of the active rigs. Similar to the U.S, Precision has seen significant improvement in rig counts; however, the Canadian rig market is seasonally cyclical with peak activity typically between January and March. Precision's higher-spec Super Triple rigs face competition from cheaper lower-spec heavy tele-doubles that are operationally competitive in shallower geologies. This relative operational substitutability, as well as the surplus of tele-doubles, has placed a near-term soft-cap on higher-spec day rates. However, Fitch anticipates the competitiveness of tele-doubles to fade as operational efficiencies are further adopted by Canadian E&P companies. Precision also has a fleet of 210 service rigs that provide completion and production (C&P) services mainly across Canada. The C&P services division realized roughly breakeven results in 2015 and 2016, and although there has been a material pickup in activity, Fitch expects the segment to contribute relatively modest EBITDA going forward. U.S. Levelling, Structural Risk: Precision has experienced a strong uptick in U.S. Lower 48 rig activity, consistent with the average U.S. rig count, but continued rig efficiency gains are increasing the risk that the U.S. rig count may be structurally lower over the medium to long term. Fitch believes, however, that the company's 'Super Triple' rigs, in conjunction with ancillary technological offerings, are among the best pad-capable rigs, which should help these rigs maintain relatively resilient utilization and day rates. The company's U.S. Lower 48 rig count bottomed in second quarter 2016 (2Q16; 24 average working rigs) and has experienced steady quarterly growth (61 average working rigs in 3Q17). Fitch expects Precision's U.S. Lower 48 working rig count to exhibit relatively modest incremental growth, while margins improve over the next couple of years due to a combination of lower average rig costs, modest day-rate increases, and additional rig-level services. Improving FCF, Leverage Profiles: Fitch's base case projects that Precision will be modestly FCF negative in 2017 with the shortfall funded with cash-on-hand. The FCF profile is forecast to turn positive to approximately C$90 million in 2018 with the majority allocated towards gross debt reduction consistent with management's stated deleveraging goals. Debt/EBITDA is forecast to be approximately 6.3x in 2017 and 5.5x in 2018. Recovery Rating Rationale: Fitch's corporate recovery analysis used a C$325 million sustainable, post-default EBITDA reflecting the potential for additional rig fleet rationalization and a prolonged period of range-bound day rates due to competitive substitutes or lower cost upgrades on existing rigs. Fitch assumed a relatively conservative 5.0x EBITDA multiple that considers recent market transactions and historical distressed asset sales, as well as the prospect of limited growth in North American onshore rig markets. The distributable value was allocated to the senior secured credit facility and unsecured debt based on relative security. The secured credit facility was assumed to be proactively reduced to US$400 million, generally consistent with through-the-cycle reductions, as credit quality deteriorated prior to a bankruptcy scenario. The senior secured credit facility rating is 'BB+/RR1' given the prospect of 100% recovery, while the senior unsecured notes rating is 'BB-/RR3' given the prospect of 51%-70% recovery. DERIVATION SUMMARY Precision is one of the largest North American onshore rig operators with significant Canadian (approximately 25% market share) and U.S. (roughly 7%) footprints. The company also has an international rig fleet (eight working rigs) that principally operate in the Middle East. Helmerich & Payne, Inc. (H&P; unrated), Patterson-UTI Energy, Inc. (PTEN; unrated), and Nabors Industries, Ltd. (Nabors; BB+/Negative) have greater U.S. onshore market share at approximately 20%, 15%, and 10%, respectively. Similar to Precision, H&P and PTEN do not have significant international operations. Nabors, however, has a considerable international onshore working rig fleet (91 rigs as of Sept. 30, 2017), which provided the company with a favorable counterbalance to the more volatile North American rig count and cash flow profile through-the-cycle. Fitch believes that Nabors' international first-mover and scale advantage will benefit the company over the medium- to long term as evidenced by the recent Saudi Aramco joint venture (JV). Fitch considers Precision's asset quality to be relatively high with their 'Super Triple' rigs being among the best pad-capable rigs, which should help these rigs maintain relatively resilient utilization and day rates through-the-cycle. The company, however, is in a relatively weaker financial position than certain large North American onshore rig peers, which may place it at a medium-term competitive disadvantage due to capital constraints as the rig replacement and pad-optimal customer adoption cycle continues. KEY ASSUMPTIONS Fitch's key assumptions within its rating case for the issuer include: -- WTI oil price that trends up from USD50/barrel in 2018 to a longer-term price of USD55/barrel; -- Henry Hub gas price that trends up from USD3/mcf in 2018 to a longer-term price of USD3.25/mcf; -- Levelling Canadian and U.S. Lower 48 working rig counts at above 50 and 60 rigs, respectively, by year-end 2017 followed by moderate growth thereafter; -- International working rig count remains relatively flat at approximately eight rigs over the next few years; -- Average corporate rig margins expand approaching the mid- to high-30% range; -- Completion & production services EBITDA remains in the C$15 million-C$20 million range over the next few years; -- Capex of approximately C$104 million in 2017 followed by capital spending in the C$50 million-C$100 million range, subject to activity-driven upgrades and rig equipment purchase commitments; -- FCF is largely allocated to gross debt reduction in order to achieve management's C$300 million-plus target; -- USD/CAD exchange rate remains relatively stable throughout the forecast period. RATING SENSITIVITIES Future Developments That May, Individually or Collectively, Lead to Positive Rating Action -- Demonstrated commitment by management to lower gross debt levels; -- Ability to maintain a competitive asset base in a credit- conscious manner; -- Improved liquidity and financial flexibility outlook; -- Mid-cycle gross debt/EBITDA below 4.5x on a sustained basis. Future Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Failure to manage FCF that reduces liquidity and debt reduction capacity; -- Forecasted increasing covenant pressure or reduction liquidity; -- Structural deterioration in rig fundamentals that results in weaker than expected financial flexibility; -- Mid-cycle gross debt/EBITDA above 5.5x on a sustained basis. LIQUIDITY Adequate Liquidity Position: Cash and equivalents totalled approximately C$132 million as of Sept. 30, 2017. Supplemental liquidity is provided the US$525 million senior secured credit facility (no borrowings as of Sept. 30, 2017) maturing in June 2019. The company also has a C$40 million secured operating facility for LOCs and general corporate purposes (C$21 million LOCs outstanding), a US$15 million secured operating facility for short-term working capital (no borrowings), and a US$30 million secured facility for letters of credit (US$4 million LOCs outstanding). Refinance-Linked Maturities Profile Extension: Management is pursuing a refinance offering that will help improve the maturity profile and reduce refinance risk. The current maturity schedule has approximately US$372 million, US$319 million, US$350 million and US$400 million of maturities in 2020, 2021, 2023 and 2024, respectively. The pro forma debt maturity schedule is anticipated to result in the new 2026 senior unsecured notes, in addition to some cash on hand, repaying the 2020 notes and a portion of the 2021 notes. FULL LIST OF RATING ACTIONS Fitch has assigned the following first-time ratings: Precision Drilling Corporation -- Long-term IDR 'B+'; -- Senior secured credit facility 'BB+/RR1'; -- Senior unsecured notes 'BB-/RR3'. The Rating Outlook is Stable. PRECISION DRILLING: Moody's Rates New US$400MM Unsec. Notes 'B3' ---------------------------------------------------------------- Moody's Investors Service assigned a B3 rating to Precision Drilling Corporation's (Precision) proposed US$400 million senior unsecured notes. The majority of the proceeds will be used to tender for Precision's 2020 and 2021 senior unsecured notes. Precision's B2 Corporate Family Rating (CFR), B2-PD Probability of Default Rating, Speculative-Grade Liquidity Rating of SGL-2, and B3 ratings on the existing senior unsecured notes are unchanged. The outlook remains stable. Assignments: Issuer: Precision Drilling Corporation -- Senior Unsecured Regular Bond/Debenture, Assigned B3(LGD4) RATINGS RATIONALE Precision's B2 CFR reflects expected high debt to EBITDA in 2017 and 2018 (around 6x) and weak EBITDA to interest (around 2.5x) due to its significant exposure to the weak North American land drilling market. While drilling activity is increasing, this is mitigated by an increasing proportion of rigs exposed to weak spot day rates as contracts expire, leading to higher uncertainty for earnings in 2018. In 2017, Moody's expects Precision will have about 20% of its Tier 1 fleet under contract, which will help to slightly mute the impact of low spot day rates, as will its exposure to international land drilling markets. That proportion will decrease below 10% in 2018 offering less visibility and stability in cash flow. The rating also recognizes Precision's solid market position in Canada, high quality rig fleet and broad geographic footprint in the major North American land drilling markets. Precision has good liquidity (SGL-2). As of September 31, 2017 and pro forma for the issuance, Precision will have roughly C$60 million of cash and an undrawn US$525 million secured revolving credit facility, due June 2019. Moody's expects positive free cash flow of about C$100 million through 2018 and there are no upcoming debt maturities until 2019. Moody's expects Precision will be in compliance with its two financial covenants. Alternate liquidity is limited given that substantially all of the company's assets are pledged under the revolver and there is limited market interest in land drilling rigs. In accordance with Moody's Loss Given Default (LGD) Methodology, the senior unsecured notes are rated B3, one notch below the CFR, reflecting the priority ranking of the US$525 million revolving credit facility in the capital structure. The stable outlook reflects Moody's expectation that EBITDA will stabilize, supporting leverage of about 6x and EBITDA to interest above 2.5x in 2017 and 2018. The ratings could be upgraded if debt to EBITDA is likely to remain below 5x and EBITDA to interest is likely to remain above 3x. The ratings could be downgraded if debt to EBITDA is likely to remain above 7x, EBITDA to interest is likely to remain below 2x and liquidity deteriorates. Precision is a Calgary, Alberta-based corporation engaged in onshore drilling and providing well completion and production services to upstream oil and gas companies in North America. The principal methodology used in this rating was Global Oilfield Services Industry Rating Methodology published in May 2017. PRECISION DRILLING: S&P Rates New $400MM Unsecured Notes 'BB' ------------------------------------------------------------- S&P Global Ratings said it assigned its 'BB' issue-level rating and '4' recovery rating to Precision Drilling Corp.'s proposed up to US$400 million senior unsecured notes maturing in 2026. S&P expect Precision will use note proceeds to refinance existing debt. S&P said, "The ratings reflect our view of the company's high-quality land drilling rig fleet composed mostly of tier 1 rigs capable of high complexity drilling; leading position in Canada, and presence in most unconventional producing regions in the U.S. and international markets. The negative outlook reflects Sour view that the company's financial risk profile remains vulnerable to continued deterioration if industry conditions do not rebound as outlined in our base-case scenario. "A '4' recovery rating indicates our expectation of average (30%-50%; rounded estimate 35%) recovery in a default scenario. We valued the company on a going-concern basis, using a 5.5x multiple to Precision's simulated emergence EBITDA estimate of C$245 million. Our simulated default scenario contemplates a default in 2022, primarily due to a sustained period of weak oil and natural gas prices and reduced spending by exploration and production companies. Simulated default assumptions include the following: -- Simulated year of default: 2022 -- EBITDA at emergence: C$245 million -- EBITDA multiple: 5.5x S&P's simplified waterfall scenario is as follows: -- Net enterprise value (after 5% administrative costs): C$1.2 billion -- Valuation split in % (obligors/non-obligors): 100/0 -- Secured first-lien debt: C$585 million --Recovery expectations: Not applicable -- Senior unsecured debt and pari passu claims: C$1.9 billion --Recovery expectations: 30%-50% (rounded estimate 35%) All debt amounts include six months of prepetition interest. RATINGS LIST Precision Drilling Corp. Corporate credit rating BB/Negative/-- Ratings Assigned US$400 mil. sr. unsec. nts. due 2026 BB Recovery rating 4(35%) PUERTO RICO: Government Fights Appointment of PREPA Manager ----------------------------------------------------------- Alex Wolf, writing for Law360, reports that the government of Puerto Rico is pushing back against the installation of an emergency manager to run the island's beleaguered electric utility, saying that the federal board overseeing the territory's finances is attempting to overstep the powers it was granted by Congress. According to the report, Puerto Rico's fiscal advisory agency, commonly referred to by its Spanish acronym AAFAF, told the judge presiding over the commonwealth's bankruptcy-like cases that the Financial Oversight and Management Board should not be permitted to appoint one of its own to run the territory's insolvent power company. Bringing its objection on behalf of Puerto Rico Gov. Ricardo Rossello, AAFAF delivered a response to the oversight board's motion and announcement that it intends to put a member of the panel's support staff in charge of the Puerto Rico Electric Power Authority "to fast-track reconstruction efforts on the island." The move would in effect allow Noel Zamot, the board's revitalization coordinator, to manage PREPA while the utility is in bankruptcy and still struggling to restore power across the island after Hurricane Maria. AAFAF argues that the proposed change in leadership at PREPA from a governing board nominated and confirmed by Puerto Rico's elected leaders to someone who only has to answer to the federal panel would violate the Puerto Rico Oversight, Management and Economic Stability Act, or PROMESA -- enacted to allow the territory to restructure its $74 billion debt load -- and endanger the territory's right to govern itself. "If this court were to endorse the oversight board's reasoning, nothing would stop the oversight board from taking direct control over any of Puerto Rico's governmental and political functions and by fiat replacing the governor and even displacing the legislature," AAFAF said. The local agency was joined in its objection by PREPA's governing board, while Scotiabank de Puerto Rico and an ad hoc group of the utility's bondholder creditors that have fought to force the company to remit pledged funds for debt service also objected to the move. A hearing on the board's motion is scheduled for Nov. 13. About Puerto Rico Puerto Rico is a self-governing commonwealth in association with the United States that's facing a massive bond debt of $70 billion, a 68% debt-to-GDP ratio and negative economic growth in nine of the last 10 years. The Commonwealth of Puerto Rico has sought bankruptcy protection, aiming to restructure its massive $74 billion debt-load and $49 billion in pension obligations. The debt restructuring petition was filed by Puerto Rico's financial oversight board in U.S. District Court in Puerto Rico (Case No. 17-01578) on May 3, 2017, and was made under Title III of 2016's U.S. Congressional rescue law known as the Puerto Rico Oversight, Management, and Economic Stability Act ("PROMESA"). The Financial Oversight and Management Board later commenced Title III cases for the Puerto Rico Sales Tax Financing Corporation (COFINA) on May 5, 2017, and the Employees Retirement System (ERS) and the Puerto Rico Highways and Transportation Authority (HTA) on May 21, 2017. On July 2, 2017, a Title III case was commenced for the Puerto Rico Electric Power Authority ("PREPA"). U.S. Chief Justice John Roberts has appointed U.S. District Judge Laura Taylor Swain to oversee the Title III cases. The Honorable Judith Dein, a United States Magistrate Judge for the District of Massachusetts, has been designated to preside over matters that may be referred to her by Judge Swain, including discovery disputes, and management of other pretrial proceedings. Joint administration of the Title III cases, under Lead Case No. 17-3283, was granted on June 29, 2017. The Oversight Board has hired as advisors, Proskauer Rose LLP and O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic consultant, Citigroup Global Markets, as municipal investment banker, and Ernst & Young, as financial advisor. Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M. Abelson, Esq., of Proskauer Rose; and Hermann D. Bauer, Esq., at O'Neill & Borges are on-board as attorneys. McKinsey & Co. is the Board's strategic consultant, Ernst & Young is the Board's financial advisor, and Citigroup Global Markets Inc. is the Board's municipal investment banker. Prime Clerk LLC is the claims and noticing agent. Prime Clerk maintains a case web site at: https://cases.primeclerk.com/puertorico Epiq Bankruptcy Solutions LLC is the service agent for ERS, HTA, and PREPA. O'Melveny & Myers LLP is counsel to the Commonwealth's Puerto Rico Fiscal Agency and Financial Advisory Authority (AAFAF), the agency responsible for negotiations with bondholders. The Oversight Board named Professor Nancy B. Rapoport as fee examiner and to chair a committee to review professionals' fees. Bondholders' Attorneys Toro, Colon, Mullet, Rivera & Sifre, P.S.C. and Kramer Levin Naftalis & Frankel LLP serve as counsel to the Mutual Fund Group, comprised of mutual funds managed by Oppenheimer Funds, Inc., Franklin Advisers, Inc., and the First Puerto Rico Family of Funds, which collectively hold over $3.5 billion in COFINA Bonds and over $2.9 billion in other bonds issued by Puerto Rico and other instrumentalities, including over $1.8 billion of Puerto Rico general obligation bonds ("GO Bonds"). White & Case LLP and Lopez Sanchez & Pirillo LLC represent the UBS Family of Funds and the Puerto Rico Family of Funds, which hold $613.3 million in COFINA bonds. Paul, Weiss, Rifkind, Wharton & Garrison LLP, Robbins, Russell, Englert, Orseck, Untereiner & Sauber LLP, and Jimenez, Graffam & Lausell are co-counsel to the ad hoc group of General Obligation Bondholders, comprised of Aurelius Capital Management, LP, Autonomy Capital (Jersey) LP, FCO Advisors LP, Franklin Mutual Advisers LLC, Monarch Alternative Capital LP, Senator Investment Group LP, and Stone Lion Capital Partners L.P. Quinn Emanuel Urquhart & Sullivan, LLP and Reichard & Escalera are co-counsel to the ad hoc coalition of holders of senior bonds issued by COFINA, comprised of at least 30 institutional holders, including Canyon Capital Advisors LLC and Varde Investment Partners, L.P. Correa Acevedo & Abesada Law Offices, P.S.C., is counsel to Canyon Capital Advisors, LLC, River Canyon Fund Management, LLC, Davidson Kempner Capital Management LP, OZ Management, LP, and OZ Management II LP (the QTCB Noteholder Group). Committees The U.S. Trustee formed a nine-member Official Committee of Retirees and a seven-member Official Committee of Unsecured Creditors of the Commonwealth. The Retiree Committee tapped Jenner & Block LLP and Bennazar, Garcia & Milian, C.S.P., as its attorneys. The Creditors Committee tapped Paul Hastings LLP and O'Neill & Gilmore LLC as counsel. PUERTO RICO: PREPA Fights Class Cert. Bid in Kickback Suit ---------------------------------------------------------- Ryan Boysen, writing for Law360, reports that PREPA, Puerto Rico's electric utility, is fighting back against a proposed class action alleging it has been cheating on environmental standards testing and systematically overcharging customers for years, telling a Puerto Rico federal court certification should be denied because the putative class members can't show how the alleged conspiracy affected them as a whole. The suit has already survived a motion to dismiss, and the fraud in question has been the subject of lengthy investigations elsewhere, most notably by the commonwealth's Senate. About Puerto Rico Puerto Rico is a self-governing commonwealth in association with the United States that's facing a massive bond debt of $70 billion, a 68% debt-to-GDP ratio and negative economic growth in nine of the last 10 years. The Commonwealth of Puerto Rico has sought bankruptcy protection, aiming to restructure its massive $74 billion debt-load and $49 billion in pension obligations. The debt restructuring petition was filed by Puerto Rico's financial oversight board in U.S. District Court in Puerto Rico (Case No. 17-01578) on May 3, 2017, and was made under Title III of 2016's U.S. Congressional rescue law known as the Puerto Rico Oversight, Management, and Economic Stability Act ("PROMESA"). The Financial Oversight and Management Board later commenced Title III cases for the Puerto Rico Sales Tax Financing Corporation (COFINA) on May 5, 2017, and the Employees Retirement System (ERS) and the Puerto Rico Highways and Transportation Authority (HTA) on May 21, 2017. On July 2, 2017, a Title III case was commenced for the Puerto Rico Electric Power Authority ("PREPA"). U.S. Chief Justice John Roberts has appointed U.S. District Judge Laura Taylor Swain to oversee the Title III cases. The Honorable Judith Dein, a United States Magistrate Judge for the District of Massachusetts, has been designated to preside over matters that may be referred to her by Judge Swain, including discovery disputes, and management of other pretrial proceedings. Joint administration of the Title III cases, under Lead Case No. 17-3283, was granted on June 29, 2017. The Oversight Board has hired as advisors, Proskauer Rose LLP and O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic consultant, Citigroup Global Markets, as municipal investment banker, and Ernst & Young, as financial advisor. Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M. Abelson, Esq., of Proskauer Rose; and Hermann D. Bauer, Esq., at O'Neill & Borges are on-board as attorneys. McKinsey & Co. is the Board's strategic consultant, Ernst & Young is the Board's financial advisor, and Citigroup Global Markets Inc. is the Board's municipal investment banker. Prime Clerk LLC is the claims and noticing agent. Prime Clerk maintains a case web site at: https://cases.primeclerk.com/puertorico Epiq Bankruptcy Solutions LLC is the service agent for ERS, HTA, and PREPA. O'Melveny & Myers LLP is counsel to the Commonwealth's Puerto Rico Fiscal Agency and Financial Advisory Authority (AAFAF), the agency responsible for negotiations with bondholders. The Oversight Board named Professor Nancy B. Rapoport as fee examiner and to chair a committee to review professionals' fees. Bondholders' Attorneys Toro, Colon, Mullet, Rivera & Sifre, P.S.C. and Kramer Levin Naftalis & Frankel LLP serve as counsel to the Mutual Fund Group, comprised of mutual funds managed by Oppenheimer Funds, Inc., Franklin Advisers, Inc., and the First Puerto Rico Family of Funds, which collectively hold over $3.5 billion in COFINA Bonds and over $2.9 billion in other bonds issued by Puerto Rico and other instrumentalities, including over $1.8 billion of Puerto Rico general obligation bonds ("GO Bonds"). White & Case LLP and Lopez Sanchez & Pirillo LLC represent the UBS Family of Funds and the Puerto Rico Family of Funds, which hold $613.3 million in COFINA bonds. Paul, Weiss, Rifkind, Wharton & Garrison LLP, Robbins, Russell, Englert, Orseck, Untereiner & Sauber LLP, and Jimenez, Graffam & Lausell are co-counsel to the ad hoc group of General Obligation Bondholders, comprised of Aurelius Capital Management, LP, Autonomy Capital (Jersey) LP, FCO Advisors LP, Franklin Mutual Advisers LLC, Monarch Alternative Capital LP, Senator Investment Group LP, and Stone Lion Capital Partners L.P. Quinn Emanuel Urquhart & Sullivan, LLP and Reichard & Escalera are co-counsel to the ad hoc coalition of holders of senior bonds issued by COFINA, comprised of at least 30 institutional holders, including Canyon Capital Advisors LLC and Varde Investment Partners, L.P. Correa Acevedo & Abesada Law Offices, P.S.C., is counsel to Canyon Capital Advisors, LLC, River Canyon Fund Management, LLC, Davidson Kempner Capital Management LP, OZ Management, LP, and OZ Management II LP (the QTCB Noteholder Group). Committees The U.S. Trustee formed a nine-member Official Committee of Retirees and a seven-member Official Committee of Unsecured Creditors of the Commonwealth. The Retiree Committee tapped Jenner & Block LLP and Bennazar, Garcia & Milian, C.S.P., as its attorneys. The Creditors Committee tapped Paul Hastings LLP and O'Neill & Gilmore LLC as counsel. QUADRANGLE PROPERTIES: January 9 Disclosure Statement Hearing ------------------------------------------------------------- Judge Edward Ellington of the U.S. Bankruptcy Court for the Southern District of Mississippi will convene on January 9, 2018 at 1:30 p.m. to consider and to rule on the adequacy of the information contained in the proposed Disclosure Statement that was filed by Quadrangle Properties, Inc. on November 1, 2017. Any person objecting to the adequacy of the information contained in said Disclosure Statement or desiring to propose modifications thereto are required to submit such objections or proposed modifications to the Court, in writing, on or before December 28, 2017. About Quadrangle Properties Quadrangle Properties, Inc., headquartered in Jackson, Mississippi, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Miss. Case No. 17-01469) on April 18, 2017. The petition was signed by R. Don Williams, president. The Debtor estimated assets of $1 million to $10 million and liabilities of $500,000 to $1 million. The Hon. Edward Ellington presides over the case. Craig M. Geno, Esq., at the Law Offices of Craig M. Geno, PLLC, serves as the Debtor's legal counsel. RED CHIP VENTURES: Hires Nutovic & Associates as Counsel -------------------------------------------------------- Red Chip Ventures Inc., seeks authority from the U.S. Bankruptcy Court for the Southern District of New York to employ Nutovic & Associates, as counsel to the Debtor. Red Chip Ventures requires Nutovic & Associates to: (a) advise the Debtor with respect to its powers and duties in the continued operation of its business affairs and management of its property as Debtor and Debtor-in- possession; (b) represent the Debtor before the Court at all hearings on matters pertaining to the Debtor, including prosecuting and defending litigated matters that may arise during the Chapter 11 case; (c) advise and assist the Debtor in the preparation and negotiation of a plan of reorganization with creditors; (d) prepare all necessary or desirable applications, answers, orders, reports and other legal documents; and (e) perform all other legal services for the Debtor which may be desirable and necessary in the course of the reorganization proceedings. Nutovic & Associates will be paid at these hourly rates: Partners $560 Associates $225-$350 Paralegals $100-$175 The Debtor paid Nutovic & Associates the amount of $3,434 as retainer. Nutovic & Associates will also be reimbursed for reasonable out-of-pocket expenses incurred. Isaac Nutovic, principal of Nutovic & Associates, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Nutovic & Associates can be reached at: Isaac Nutovic, Esq. NUTOVIC & ASSOCIATES 261 Madison Avenue, 26th Floor New York, NY 10016 Tel: (212) 421-9100 E-mail: INutovic@Nutovic.com About Red Chip Ventures Inc. Red Chip Ventures Inc. listed its business as Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B). Its principal assets are located at 207 Cabrini Boulevard, New York 10033. The company is an affiliate of Blue Chip Ventures, which filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 17-12686) on Sept. 25, 2017. Red Chip Ventures Inc., based in Brooklyn,, NY, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 17-13161) on November 7, 2017. The Hon. Sean H. Lane presides over the case. Isaac Nutovic, Esq., at Nutovic & Associates, serves as bankruptcy counsel. In its petition, the Debtor estimated $1 million to $10 million in assets and $50,000 to $100,000 in liabilities. The petition was signed by Melvin Caro, president. RESOLUTE ENERGY: Closes Sale of Aneth Field for $195 Million ------------------------------------------------------------ Resolute Energy Corporation reported financial and operating results for the quarter and nine months ended Sept. 30, 2017, and issued updated guidance. Highlights: * Announced closing of the sale of Aneth Field assets to Elk Petroleum for total consideration of up to $195 million. The Company's borrowing base was set at $210 million after giving effect to the sale. * 3Q 2017 production was 28.6 MBoe per day, up 78 percent over the prior year quarter and up seventeen percent sequentially. * During the quarter, Resolute spud seven wells, completed eight wells and turned seven wells to sales. * 3Q 2017 net loss available to common shareholders was $14.6 million or $0.71 per diluted share. Adjusted net income was $4.6 million, or $0.15 per diluted share. * 3Q 2017 Adjusted EBITDA was $42.9 million, essentially flat to 3Q 2016 despite a $19.0 million reduction in derivative settlement gains for the quarter. * Continued exceptional drilling results including the Uinta L04HR, which established a new Company record peak 24-hour rate of 3,470 barrels of oil equivalent per day, and the Long Yuengling U04H which established a new Company record for spud to TD time of fourteen days. * Drilled the South Elephant C207SL its first Wolfcamp C well and the South Elephant B307SL its first Lower Wolfcamp B well, both of which are currently flowing back. * With the closing of the Aneth Field transaction, the Company's Board has approved an expansion of its 2017 Permian Basin capital program allowing it to maintain its current level of drilling activity in the Basin through year-end. Rick Betz, Resolute's chief executive officer, said: "The third quarter marked a true inflection point in the future of Resolute Energy. With the sale of our Aneth Field EOR property we have now completed a multi-year strategic plan to transform Resolute into a Delaware Basin pure play company. This strategy has resulted in a company that is more focused, better capitalized and more competitive from an operating cost perspective. Our results in Reeves County for the third quarter bear out the benefits of this focused strategy as we turned in yet another quarter of impressive production growth. More importantly we achieved this growth while generating returns on invested capital competitive with the best operators in the Delaware Basin. As we look to the fourth quarter and beyond, our strategy is simple - continue to be one of the top operators in the basin both in terms of production growth and capital efficiency. To achieve this, our capital plan will focus on the efficient long term development of our assets. We expect this strategy will bear fruit in the coming quarters in terms of lowering costs, improving well performance and continued strong returns on capital." Financial Highlights During the quarter the Company continued to drive down unit operating costs, with lease operating costs down fifteen percent from the prior year quarter to $9.55 per Boe and cash-based general and administrative expenses down 38 percent to $2.45 per Boe. Year to date, 2017 Permian Basin lease operating expenses were $5.64 per Boe, down eighteen percent from the first nine months of 2016. This cost level is more representative of our operating costs moving forward. Q3 2017 Adjusted EBITDA of $42.9 million was essentially flat to Q3 2016. However, Adjusted EBITDA for the current quarter was of significantly higher quality as it reflects cash generated by the Company's operations. The prior year quarter benefited from an incremental $19.0 million contribution from realized derivative gains above those realized in 3Q 2017. Capital investment for the third quarter was $97.2 million, excluding acquisitions, divestitures and capitalized interest, of which approximately 50 percent was funded through internally generated cash flow (including the earn out payments). Permian investment for the quarter accounted for 93 percent of its total capital activity. Included in Permian capital were $69.5 million of drilling and completions expenditures and $20.7 million spent on facilities and infrastructure. These infrastructure investments support current production and also will benefit future field development both from a timing and capital expenditure standpoint. Year to date 2017 capital investment, excluding acquisitions, divestitures and capitalized interest was $243.4 million. Permian investment accounted for 90 percent of this total and included $176.3 million for drilling and completions capital and $43.4 million spent on facilities and infrastructure. Under the Company's midstream agreements with Caprock Midstream the Company is entitled to receive earn-out and supplemental payments with respect to wells completed and put online during any individual quarter, subject to certain aggregate caps. During the third quarter the Company earned $6.3 million and year-to-date we earned $19.5 million. While not accounted for as reductions in capital expenditures, internally the Company considers these as offsets to its total capital investment. At Oct. 31, 2017, pro forma for the closing of the sale of Aneth Field and the use of proceeds thereof to pay down amounts outstanding under the Company's revolving credit facility, the Company would have had less than $20 million outstanding under its revolving credit facility which has a borrowing base of $210 million. The Company expects year-end borrowings under its revolver to be at substantially the same level as the pro forma October 31 amount. Third quarter 2017 average realized prices in the Permian were $45.24 per barrel of oil, $2.53 per Mcf of natural gas and $10.59 per barrel of NGL. Operational Highlights Resolute's 3Q 2017 production was 28.6 thousand barrels of oil equivalent per day (59 percent oil and 77 percent liquids), up 78 percent over the prior year quarter and up seventeen percent sequentially. This included 22.6 MBoe per day from our Permian Basin properties, up 130 percent over the prior year quarter and up 23 percent sequentially, and 5.9 MBoe per day from Aneth Field. This strong performance was achieved notwithstanding certain weather related stresses on field infrastructure and personnel, which reduced production by approximately 400 Boe per day over the quarter, as well as the ongoing shift in our operating posture to pad drilling. The Company expects that the effect of the mid-period sale of Aneth Field will reduce fourth quarter production by 4,000 Boe per day. This is partially offset by contribution from the Delaware Basin assets acquired in the Bronco acquisition in the second quarter as well as capital activity across our Reeves County asset base. Combining these factors, fourth quarter production is anticipated to be between 26,000 and 27,000 Boe per day. Full year production is expected to be between 24,500 to 25,500 Boe per day including the full year impact of the Aneth Field sale of approximately 1,000 Boe per day. The Company currently is running two rigs in the Delaware Basin with a dedicated frac spread from its primary completions vendor. During the quarter we spud seven gross horizontal wells, consisting of three long laterals and four mid-length laterals. Included in these wells were three Wolfcamp A wells, one Wolfcamp B well and three Wolfcamp C wells. Eight wells were completed during the quarter, including four Wolfcamp B wells and seven wells were turned to production. Post quarter-end the Company completed its first Lower Wolfcamp B well and its first Wolfcamp C well, both of which are currently flowing back. During the third quarter, eight wells established peak 24-hour rates. These wells averaged 356 Boe per day per 1,000 feet of completed lateral. Notable among these wells were the Uinta L04H which established a peak 24-hour rate of 3,470 Boe per day from 7,510 completed lateral feet, or approximately 462 Boe per day per 1,000 feet of lateral. Four of the wells that established peak 24-hour rates were Wolfcamp B completions that averaged 334 Boe per day per 1,000 feet of completed lateral. These wells included the Durham Smith Fuente 209HL in Bronco, with 4,663 feet of completed lateral, which established a peak 24-hour rate of 464 Boe per day per 1,000 feet of completed lateral. Seven of the wells also established peak 30-day rates during the quarter and averaged 313 Boe per day per 1,000 feet of completed lateral. Due to the continuing efficiency of the Company's drilling to date the Company ha now completed the 22 wells originally contemplated in its 2017 plan. With the closing of the Aneth Field sale the Company's Board has approved an expansion to its 2017 capital program, which will allow the Company to retain the rigs and completion crews that have provided these excellent results. Under the extended plan the Company will spud an incremental five wells and complete one incremental well beyond its original program. This should result in the Company's carrying eight drilled but uncompleted wells into the first quarter of 2018. The Company expects these wells will be completed in early 2018 providing significant momentum to its first quarter production growth. The total capital required to execute the extended capital plan will be approximately $19 million. In addition to executing the extended plan, the Company is currently completing the planning process necessary to potentially add a third rig in early 2018. Updated Full Year 2017 Guidance Resolute's full year 2017 guidance range has been narrowed with respect to production to 24,500 to 25,500 Boe per day, which accounts for the full year impact of the Aneth Field sale and the Bronco activities. During the third quarter, the Company experienced a modest shift in its oil percentage resulting from its mix of producing wells. Of the seven wells turned to production, four of them were in the Company's Bronco and Mustang areas where it has higher initial gas to oil ratios. Based on the Company'sr mix of producing wells and the sale of Aneth Field, which is 99 percent oil, the Company expects that its 2017 oil percentage will be between 60 and 62 percent. Lease operating costs are currently expected to be $78 million to $82 million or $8.75 per Boe at the midpoint of the respective ranges. This represents an approximate seventeen percent reduction in per unit lease operating expense from the midpoint of the Company's prior guidance. Currently the Company expects cash-based general and administrative expenses to be $28 million to $29 million, or $3.12 per Boe at the midpoint of its updated production and G&A guidance ranges, compared to $2.85 per Boe at the midpoint of its prior guidance ranges. The Company now expects total capital for the year to be $290 million to $305 million. A full-text copy of the press release is available for free at: https://is.gd/uKWYdF About Resolute Energy Resolute Energy Corp. -- http://www.resoluteenergy.com/-- is an independent oil and gas company focused on the acquisition and development of unconventional oil and gas properties in the Delaware Basin portion of the Permian Basin of west Texas. Resolute also operates Aneth Field, located in the Paradox Basin in Utah. The Company routinely posts important information about the Company under the Investor Relations section of its website. The Company's common stock is traded on the NYSE under the ticker symbol "REN." Resolute reported a net loss of $161.7 million in 2016, a net loss of $742.27 million in 2015 and a net loss of $21.85 million in 2014. The Company had $792.32 million in total assets, $866.08 million in total liabilities and a total stockholders' deficit of $73.76 million as of Sept. 30, 2017. * * * As reported by the TCR on Feb. 27, 2017, Moody's Investors Service upgraded Resolute Energy Corporation's Corporate Family Rating (CFR) to 'B3' from 'Caa2', the Probability of Default Rating to 'B3-PD' from 'Caa2-PD' and its senior unsecured notes rating to 'Caa1' from 'Caa3'. The Speculative Grade Liquidity rating was affirmed at SGL-3. The rating outlook was changed to stable. "The upgrade to B3 reflects Resolute's improved capital structure, continued strong drilling results and improved production and drilling economics, which provide good visibility to continued growth in a mid $40s oil price environment without increasing debt leverage," noted John Thieroff, Moody's VP-Senior Analyst. "We expect moderation in the company's reserve- and production-based debt metrics from significant production growth at very competitive drillbit costs." The TCR reported on May 15, 2017, that S&P Global Ratings assigned its 'B-' corporate credit rating to Resolute Energy Corp. (REN). The rating outlook is stable. "The corporate credit rating reflects our assessment of REN's business risk profile as vulnerable, its financial risk profile as aggressive, and its liquidity as less than adequate," said S&P Global Ratings credit analyst, David Lagasse. RICHARD LUTZ: Auction of Antiques by Kamelot Approved ----------------------------------------------------- Judge Jerrold N. Poslusny, Jr., of the U.S. Bankruptcy Court for the District of New Jersey authorized Richard Lutz and Susan M. DiBiase Lutz to sell antiques at auction on Nov. 9, 2017, to be conducted by Kamelot Auction House. The Agreement as defined in the Motion is approved, subject to modifications, including the parties will not offer the Property to be sold by any other auction house or at any other commission rate than the 10% charged by Kamelot. The Debtor is authorized to enter into and consummate the transaction proposed in the Contract as modified by the Order. The sale of the Property by the Debtors will be final upon payment in good funds to the Debtor by the Purchaser(s), and will be "as is, where is," without recourse, representation or warranty. The 14-day stay contained in Fed. R. Bank. P. 6004(h) will be and is waived. Kamelot Auction House will be entitled to be paid its commissions on the sale of the Property upon the submission of an application for compensation pursuant to applicable bankruptcy rules. A copy of the list of Antiques to be sold attached to Mr. Lutz's Certification is available for free at: http://bankrupt.com/misc/Richard_Lutz_102_Sales.pdf Richard Lutz sought Chapter 11 protection (Bankr. D.N.J. Case No. 16-26969) on Sept. 1, 2016. Susan M. DiBiase Lutz sought Chapter 11 protection (Bankr. D.N.J. Case No. 16-29499) on Oct. 12, 2016. The cases were consolidated by the Court on Nov. 29, 2016. The Debtors tapped Ellen M. McDowell, Esq., at McDowell Posternock Apell & Detrick, PC, as counsel. S&F MEAT: Conflict With General Trading Co. Delays Plan Filing -------------------------------------------------------------- S&F Meat Corp. asks the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to extend the period during which it has the exclusive right to file a plan of reorganization to June 30, 2018, from Nov. 7, 2017, and the period during which the Debtor has the exclusive right to solicit acceptances of the plan to Aug. 29, 2018, from Jan. 6, 2018. The Debtor says the final resolution of a removed action involving General Trading Co., Inc., will have a material effect on its ability and/or options to reorganize its affairs. On July 25, 2017, General Trading filed a motion to vacate the automatic stay with respect to the State Court Action. GTC had commenced collection actions both against 475 Meat and the Debtor, including the filing of a complaint in confession of judgment in ejectment for possession of the Debtor's premises located at 1240 East Erie Avenue, Philadelphia, PA 19124 in the Court of Common Pleas of Philadelphia County, in the action styled General Trading Co., Inc., individually and by its agent Grocery Leasing Corp. v. S&F Meat Corp., Case No. October Term 2016, No. 002792. On Aug. 15, 2017, the Debtor removed the State Court Action to the Court. The Debtor tells the Court that against the backdrop of this uncertainty, it would be premature (at best), as well as a waste of time, effort and resources, including judicial resources, to require the Debtor to file a plan by the original deadlines imposed by the U.S. Bankruptcy Code in order to maintain its right to exclusivity. The Debtor believes that the requested extension of exclusivity periods will afford it the ability to fully litigate the Removed Action which in turn will allow all the Debtor to move forward with a plan that provides for the proper treatment and maximum return to its creditors. While the Debtor would prefer to conclude its Chapter 11 case expeditiously, the Debtor is in the early stage of its case and the Remove Action. No prior request to extend exclusivity has been made, and the Debtors are seeking an additional 235 days, which, given the terms of the joint pre-trial order, should not unreasonably delay the case. On Sept. 27, 2017, the Court entered an order denying the GTC Abstention/Remand Motion and directing the Debtor and GTC to file a joint pre-trial order with respect to the Removed Action. The Debtor states that it should be afforded a full and fair opportunity to negotiate, propose and seek acceptances to a confirmable plan of reorganization. The Debtor believes that the extension of the exclusive periods is warranted and appropriate under the circumstances and should be granted. The Debtor assures the Court that the extension requested will not prejudice the legitimate interests of any creditor and will likely afford parties in interest an opportunity to pursue to fruition the beneficial objectives of a consensual reorganization. While the Debtor presently does not anticipate the need for any further extension of exclusivity, the Debtor reserves the right to seek a further extension of its exclusivity periods, and notes that its requested extension of the exclusivity periods remains well within the plan filing/solicitation deadlines set forth in Section 1121(d)(2)(A) and (B) of the Bankruptcy Code (18 months and 20 months from Petition Date, respectively). A copy of the Debtor's request is available at: http://bankrupt.com/misc/paeb17-14687-103.pdf About S&F Meat Corp. S&F Meat Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 17-14687) on July 10, 2017. Yleana Rodriguez, the Company's president, 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 Ashely M. Chan presides over the case. David B. Smith, Esq., at Smith Kane, serves as counsel to the Debtor. S. MURPHY ENTERPRISES: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of S. Murphy Enterprises, Inc. as of Nov. 8, according to a court docket. S. Murphy is represented by: Steven M. Fishman, Esq. Steven M. Fishman, PA 2454 N. McMullen Booth Road, #D-607 Clearwater, FL 33759 Phone: 727-724-9044 Email: steve.fishman@verizon.net About S. Murphy Enterprises S. Murphy Enterprises, Inc., a manufacturer of digital display signs, filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 08576) on Oct. 10, 2017. Steven M. Fishman, P.A., is counsel to the Debtor. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $500,000 and liabilities of less than $1 million. SAXON ENGINEERING: Taps Warren Fields as Legal Counsel ------------------------------------------------------ Saxon Engineering, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Warren Fields, Esq., as its legal counsel. Mr. Fields will advise the Debtor regarding its duties under the Bankruptcy Code and will provide other legal services related to its Chapter 11 case. The proposed counsel charges $325 per hour for attorney time and $150 per hour for paralegal time. Mr. Fields disclosed in a court filing that he does not have any interest adverse to the Debtor's estate, creditors or equity security holders. Mr. Fields maintains an office at: Warren J. Fields, Esq. P.O. Box 809 Katy, TX 77492 Phone: (281) 496-3030 Fax: (832) 202-2341 Email: wfields@wfields-law.com About Saxon Engineering Inc. Saxon Engineering, Inc., a computer numerical control (CNC) machining company in Houston, Texas, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 17-35676) on October 3, 2017. Steven Smith, its president, 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 Jeff Bohm presides over the case. SCHANTZ HOLDINGS: Craftsmen Industries Buying Highland Property --------------------------------------------------------------- Schantz Holdings, LLC, asks the U.S. Bankruptcy Court for the Southern District of Illinois to authorize the sale of real property located at 13480 US Hwy 40, Highland, Illinois, in conjunction with Manufacturing's assets to Craftsmen Industries, Inc. for $1,525,000, plus forgiveness of outstanding existing DIP financing obligations, plus assumption of any Assumed Obligations, subject to overbid. The Debtor owns the Real Estate which it leases to Schantz Manufacturing, a commonly owned, related entity. Manufacturing is the Debtor in a related case currently pending before the Court. First Mid-Illinois Bank and Trust has a promissory note dated May 19, 2011 in the original principal amount of $1,450,000 ("Real Estate Loan") secured by a first lien on the Real Estate and further secured by a first lien in the business assets of Manufacturing. The approximate current outstanding balance of the Real Estate Loan is $1,177,246 as of Aug. 31, 2017. The Debtor believes that the sale of the Real Estate to the highest and best bidder is in the best interest of the Debtor, its creditors, and other parties in interest. Its tenant, Manufacturing, has sustained operational losses for the last two years and lacks the financial resources or capital structure to reorganize absent a sale. The Real Estate would require extensive marketing and a lengthy sale process to sell to a third party. It would be most beneficial to retain Manufacturing, or a successor to Manufacturing, in the location. The Debtor and Manufacturing have entered into an Asset and Real Estate Purchase Agreement, dated Nov. 6, 2017 with the Buyer for the purchase of the Real Estate and substantially all of Manufacturing's assets. The Buyer intends to continue business operations in the Debtor's Real Estate. The Buyer proposes to purchase the Real Estate and Manufacturing's Assets for an aggregate purchase price of $1,525,000, plus forgiveness of outstanding existing DIP financing obligations, plus assumption of any Assumed Obligations, the allocation of which between Manufacturing's Assets and the Real Estate will be subject to agreement among the Debtor, Manufacturing and the Buyer. The Buyer reserves the right to increase its bid. The precise value of the Purchase Price will depend on the amount of the final bid, amount of outstanding existing DIP financing obligations and the amount of any Assumed Obligations set forth in the Agreement. The Debtor will provide the amounts comprising the Purchase Price to any person submitting a Competing Bid upon request. The market in which the Real Estate is located is isolated and not well suited for other business manufacturing operations. In the Debtor's business judgment, the Real Estate will bring its highest value if sold in conjunction with Manufacturing's assets. The Purchaser will be entitled to Expense Reimbursement in the total amount of $50,000. The Expense Reimbursement is a necessary and justifiable expense of the Debtor's estate for the implementation of the transactions contemplated by the Agreement. The Debtor asks that the Court approves the payment of the Expense Reimbursement under the conditions set forth in the Agreement. Additionally, any DIP loan approved by the Court must be assumed and paid in full by any competing buyer. The salient terms of the Bidding Procedures are: a. Bid Deadline: Dec. 1, 2017 at 5:00 p.m. (CST) b. Competing Bid: An amount equal to, or greater than the aggregate of the sum of (i) the initial bid of $1,525,000 and (ii) up to $50,000 (representing the amount of the Expense Reimbursement); (iii) an additional $100,000; and (iv) provides for assumption and repayment of any DIP Loan to the Buyer c. Deposit: $100,000 d. Auction: On the business day before the Sale Hearing at 10:00 a.m. (CST), the Seller will conduct the Auction at the offices of Carmody MacDonald PC 120 South Central Avenue, Suite 1800, Clayton, Missouri e. Bid Increments: $50,000 f. Assigned Contracts: Not later than 10 business days before the Sale Hearing, the Buyer will provide the Cure Notice to each non-debtor party to an Assigned Contract set forth in Schedule 2.1(a)(v) to the Agreement, g. Cure Notice Deadline: Four business days before the Sale Hearing h. Terms: Free and clear of all liens, encumbrances, and claims A copy of the Bidding Procedures and the APA attached to the Motion is available for free at: http://bankrupt.com/misc/Schantz_Holdings_17_Sales.pdf The Debtor asks that the Court approves the assumption and assignment of those executory contracts and unexpired leases set forth on Schedule 2.1(a)(v) to the Agreement. The Debtor will promptly cure any and all defaults under contracts of leases actually assumed and assigned at the time of the assumption and assignment. The Debtor further asks that the Court approve payments of the proceeds received from the Prevailing Party as follows: to the following: (i) first, payment in full of all DIP Financing, if any; (ii) second, in the event that Buyer is not the Prevailing Party, in payment of the Expense Reimbursement; (iii) third, payment to the secured creditors in order of priority; (iv) fourth, any and all remaining sums to the Debtor, to be distributed through further order of the Court. The Purchaser: CRAFTSMEN INDUSTRIES, INC. Attn: Mark Steele 3101 Elm Point Industrial Drive St. Charles, MO 63301 The Purchaser is represented by: AFFINITY LAW GROUP, LLC Attn: Robert E. Guest, Jr. 1610 Des Peres Road, Suite 100 St. Louis, MO 63131 Telephone: (314) 872-3333 Facsimile: (314) 872-3365 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. SCHANTZ MFG: Craftsmen Industries Buying All Assets for $1.5M ------------------------------------------------------------- Schantz Mfg., Inc., asks the U.S. Bankruptcy Court for the Southern District of Illinois to authorize the sale of (i) substantially all operating assets and (ii) the real property commonly known as 13480 U.S. Hwy. 40, Highland, Illinois to Craftsmen Industries, Inc. for an aggregate purchase price of $1,525,000, plus forgiveness of outstanding existing DIP financing obligations, plus assumption of any Assumed Obligations, subject to overbid. These creditors currently claim secured positions in the Debtor's assets: a. First Mid-Illinois Bank and Trust: First Mid has two loans with the Debtor: (i) a Business Manager Account dated May 17, 2011 in the original principal amount of $500,000 ("AR Loan") secured by a first lien on the accounts receivable sold to Lender under the term of the AR Loan and further secured by a first lien in the business assets of the Debtor. The approximate current outstanding balance of the AR Loan is $223,515 as of Aug. 31, 2017; (ii) a promissory note dated May 19, 2011 in the original principal amount of $1,450,000 ("Real Estate Loan") secured by a first lien on the real estate located at 13480 US Hwy 40, Highland, IL 622491 and further secured by a first lien in the business assets of the Debtor. The approximate current outstanding balance of the Real Estate Loan is $1,177,246 as of Aug. 31, 2017; b. FC Partners LLC: Secured loan in the principal amount of $500,000 secured by a junior lien in the business assets of the Debtor. FC has filed a claim in the amount of $407,677. c. Knight Capital Funding: Secured loan in the principal amount of $208,000 secured by a junior lien in the business assets of the Debtor. Based on the Debtor's valuation of the assets, the Knight claim is unsecured. d) Internal Revenue Service: The IRS filed a tax lien against the Debtor in the amount of $151,948 claiming a lien on all of the Debtor's assets. Based on the Debtor's valuation of the assets, the IRS lien is unsecured. The Debtor believes that the sale of substantially all of its assets as a going concern to the highest and best bidder is in its best interest, its creditors, and other parties in interest. It has sustained operational losses for the last two years and lacks the financial resources or capital structure to reorganize absent a sale. The Debtor's primary secured lender has frozen its operating credit facility and indicated it will not entertain any restructuring involving additional credit. The Debtor and Schantz Holdings, LLC, an entity affiliated with the Debtor that owns the real estate leased to the Debtor out of which the Debtor operates that is commonly known as the Real Property ("Acquired Real Estate"), have entered into an Asset and Real Estate Purchase Agreement, dated Nov. 6, 2017 with the ("Buyer") for the purchase of the Acquired Assets, including, but not limited to, its equipment, inventory, work in progress, customer list, tangible personal property, intellectual property rights, accounts, deposits and general intangibles, and for the purchase of the Acquired Real Estate from the Real Estate Seller. The Buyer intends to continue business operations in the Debtor's current location. The Buyer proposes to purchase the Acquired Assets and the Acquired Real Estate for an aggregate purchase price of $1,525,000, plus forgiveness of outstanding existing DIP financing obligations, plus assumption of any Assumed Obligations, the allocation of which between the Acquired Assets and the Acquired Real Estate will be subject to agreement among Debtor, Real Estate Seller and the Buyer. The Buyer reserves the right to increase its bid. The precise value of the Purchase Price will depend on the amount of the final bid, amount of outstanding existing DIP financing obligations and the amount of any Assumed Obligations set forth in the Agreement. The Debtor will provide the amounts comprising the Purchase Price to any person submitting a Competing Bid upon request. The Debtor intends to circulate the Motion to each of those parties to gauge their interest in participating in the bidding process. In consideration of the Buyer's agreement to be bound by the terms of the Agreement, the Debtor has agreed, subject to Court approval, to reimburse the Buyer for certain expenses incurred by Buyer in connection with the Proposed Sale under certain terms and conditions as set forth in the Agreement. In summary, the Purchaser will be entitled to Expense Reimbursement in the total amount of $50,000. The Expense Reimbursement is a necessary and justifiable expense of the Debtor's estate for the implementation of the transactions contemplated by the Agreement. The Debtor asks that the Court approves the payment of the Expense Reimbursement under the conditions set forth in the Agreement. Additionally, any DIP loan approved by the Court must be assumed and paid in full by any competing buyer. The salient terms of the Bidding Procedures are: a. Bid Deadline: Dec. 1, 2017 at 5:00 p.m. (CST) b. Competing Bid: An amount equal to, or greater than the aggregate of the sum of (i) the initial bid of $1,525,000 and (ii) up to $50,000 (representing the amount of the Expense Reimbursement); (iii) an additional $100,000; and (iv) provides for assumption and repayment of any DIP Loan to the Buyer c. Deposit: $100,000 d. Auction: On the business day before the Sale Hearing at 10:00 a.m. (CST), the Seller will conduct the Auction at the offices of Carmody MacDonald PC 120 South Central Avenue, Suite 1800, Clayton, Missouri e. Bid Increments: $50,000 f. Assigned Contracts: Not later than 10 business days before the Sale Hearing, the Buyer will provide the Cure Notice to each non-debtor party to an Assigned Contract set forth in Schedule 2.1(a)(v) to the Agreement, g. Cure Notice Deadline: Four business days before the Sale Hearing h. Terms: Free and clear of all liens, encumbrances, and claims A copy of the Bidding Procedures and the APA attached to the Motion is available for free at: http://bankrupt.com/misc/Schantz_Mfg_34_Sales.pdf The Debtor asks that the Court approves the assumption and assignment of those executory contracts and unexpired leases set forth on Schedule 2.1(a)(v) to the Agreement. The Debtor will promptly cure any and all defaults under contracts of leases actually assumed and assigned at the time of the assumption and assignment. The Debtor further asks that the Court approve payments of the proceeds received from the Prevailing Party as follows: to the following: (i) first, payment in full of all DIP Financing, if any; (ii) second, in the event that Buyer is not the Prevailing Party, in payment of the Expense Reimbursement; (iii) third, payment to the secured creditors in order of priority; (iv) fourth, any and all remaining sums to the Debtor, to be distributed through further order of the Court. The Purchaser: CRAFTSMEN INDUSTRIES, INC. Attn: Mark Steele 3101 Elm Point Industrial Drive St. Charles, MO 63301 The Purchaser is represented by: AFFINITY LAW GROUP, LLC Attn: Robert E. Guest, Jr. 1610 Des Peres Road, Suite 100 St. Louis, MO 63131 Telephone: (314) 872-3333 Facsimile: (314) 872-3365 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. SERENITY HOMECARE: Sale of 2014 Chevrolet Truck for $16K Approved ----------------------------------------------------------------- Judge John W. Kolwe of the U.S. Bankruptcy Court for the Western District of Louisiana authorized Serenity Homecare, LLC and its affiliates to sell Central Louisiana Home Healthcare, LLC's 2014 Chevrolet truck, VIN 3GCPCRECOEG232100, to Edgar Federico Narvaez for $15,500. The liens of Wells Fargo Dealer Services and the United States of America, Internal Revenue Service, will attach to the sale proceeds. The proceeds will be distributed in whole to Wells Fargo Home Dealer Services in satisfaction of its lien. 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. SHORT BARK: Needs More Time to Explore Options After Sale --------------------------------------------------------- Short Bark Industries, Inc., and its debtor affiliates ask the U.S. Bankruptcy Court for the District of Delaware to extend the original exclusive period of time to file a Chapter 11 plan for an additional period of 120 days to March 7, 2018, and to solicit acceptances or rejections of a plan until May 7, 2018. A hearing to consider the Debtors' request will be held on Dec. 19, 2017, at 11:00 a.m. Objections to the requested extension must be filed by Nov. 22, 2017, at 4:00 p.m. The Debtor's original exclusive right to file a Plan was set to expire on Nov. 7, 2017, and their original exclusive right to solicit acceptances or rejections of a Plan is set to expire on Jan. 8, 2018. The Debtors tell the Court that they have met the burden of showing good cause to extend the exclusivity period. According to the Debtors, these Chapter 11 cases are sufficiently large and complex and involve a number of competing interests and parties, which the Debtors and their professionals are tasked with managing and addressing. While the sale of substantially all of the Debtors' assets has been completed, the Debtors still have a number of issues they must address that could be part of a Chapter 11 plan filed in the Court. At the very least, it is still too early to determine if a plan is likely or feasible, so the Debtors need the additional time that this extension gives them in order to continue exploring their options. The Debtors believe that they are making good faith progress toward a resolution of this case. The Sale was obviously a critical milestone in this case and resulted in, among other things, a resolution with the Official Committee of Unsecured Creditors that provided for certain funds to be set aside for unsecured creditors. The Debtors assure the Court that extending the exclusive period to file a plan will further the interests of the Debtors and their estates by enabling the Debtors to potentially negotiate with its creditors to achieve a consensual plan as well as continue to develop a path towards resolution of these Chapter 11 cases. The Debtors warn the Court that if the exclusivity period to solicit is not extended as requested, the Debtors' efforts to reorganize will be compromised. The Debtors say that no harm or prejudice will inure to the creditors of the Debtors if the exclusivity period is extended. About Short Bark Industries Short Bark Industries, Inc. -- http://www.shortbark.com/-- provides military apparels for the Department of Defense, law enforcement industry. The company's manufactured items in the military category include military MOLLE, medium and large rucksacks, assault packs, IWCS, ACU, ABU, BDU, helmet covers, FROG, A2CU and more. It offers men and boys suits, over garments, bag, and coats. The company holds over 120,000+ square feet of manufacturing capacity with operations in Florida, Puerto Rico and Tennessee. Short Bark and EXO SBI, LLC, sought bankruptcy protection (Bankr. D. Del., Lead Case No. 17-11502) on July 10, 2017. The petitions were signed by Phil Williams, their CEO and chairman. The Debtors disclosed total assets of $10 million to $50 million and total liabilities of $10 million to $50 million. Bielli & Klauder, LLC, serves as lead bankruptcy counsel to the Debtors. The Debtors hired SSG Advisors, LLC, and Young America Capital, LLC, as investment banker. On July 18, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The Committee retained Lowenstein Sandler LLP, as counsel, Gellert Scali Busenkell & Brown, LLC, as Delaware counsel, and Teneo Restructuring and Teneo Capital LLC, as investment banker. SIGNATURE APPAREL: Says Former Owner, Others Owe $70 Million ------------------------------------------------------------ Emma Cueto, writing for Law360, reports that Signature Apparel told the Bankruptcy Court that former owner Christopher Laurita and his co-conspirators should pay $70 million plus attorneys' fees after the court found they had conspired to transfer away a valuable clothing license once the company declared bankruptcy. As reported in the Sept. 15, 2017 edition of the TCR, the Hon. Robert E. Grossman of the U.S. Bankruptcy Court for the Southern District of New York has issued a memorandum decision finding Christopher Laurita and Iconix Brand Group, Inc., liable for fraud, negligent misrepresentation and tortious interference with contractual relations. A full-text copy of the Memorandum Decision dated August 24, 2017, is available at https://is.gd/fdqfkR from Leagle.com Anthony Labrosciano, the Chapter 11 Responsible Person of the estate of debtor Signature Apparel Group LLC, appointed pursuant to a confirmed liquidation plan, commenced a lawsuit against Laurita and others when he discovered that Christopher Laurita, through New Star Group, LLC, had received millions of dollars from the ROC Fashions License Agreement About Signature Apparel Signature Apparel Group LLC owns the Fetish trademark and holds the licenses for Rocawear Juniors and Artful Dodger. In September 2009, Hitch & Trail Inc and Talful Ltd. filed an involuntary Chapter 7 petition for Signature Apparel Group LLC in the U.S. Bankruptcy Court for the Southern District of New York. Santosh Nadgir at Reuters reported that the two creditors were claiming that Signature Apparel owed them about $8.3 million. On Sept. 4, 2009, Signature Apparel filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 09-15378). Signature Apparel's plan was confirmed on July 1, 2010. Judge Robert E. Grossman presides over the post-confirmation proceedings in the case. Signature Plan is represented by Kyle C. Bisceglie, Esq., and Ellen V. Holloman, Esq., at Olshan Frome Wolosky LLP; and Michael S. Fox, Esq., and Jonathan Koevary, Esq., at Olshan Grundman Frome Rosenzweig & Wolosky, LLP. SINDESMOS HELLINIKES: Unsecureds to Recoup 20% Over 3 Years ----------------------------------------------------------- Sindesmos Hellinikes-Kinotitos of Chicago filed with the U.S. Bankruptcy Court for the Northern District of Illinois a disclosure statement relating to its first amended plan of reorganization dated Oct. 31, 2017. Class 3, general unsecured claims, is impaired under the Amended Plan. This class will receive 20% of such portion of the Claim as may be allowed. General Unsecured Creditors will receive quarterly payments over a term running three years from the Effective Date of the First Amended Plan. The Class 3 Claims total the sum of $20,644.10. Class 3 under the original Plan is also impaired but was estimated to receive 30% of the portion of the Claim as may be allowed in quarterly payments over a term running three years from the Effective Date of the Plan. Distributions in cash will be made to Allowed Administrative Claims and Expenses on the Effective Date of the First Amended Plan to satisfy such claims in full. The Funds required for the payment of Administrative Claims and Expenses will be paid from funds in the Debtor in Possession Account and from an agreed upon carve-out from the proceeds of the sale of the Deerfield Property in Illinois. A full-text copy of the First Amended Disclosure Statement is available at: http://bankrupt.com/misc/ilnb15-22446-198.pdf A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/ilnb15-22446-151.pdf 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 $0 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. SIXTY ONE SIXTY: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Sixty One Sixty, LLC 909 North Miami Beach Boulevard, Suite 201 North Miami Beach, FL 33162 Type of Business: Sixty One Sixty's principal assets are located at 6060 Indian Creek Miami Beach, FL 33140. Case No.: 17-23573 Chapter 11 Petition Date: November 9, 2017 Court: United States Bankruptcy Court Southern District of Florida (Miami) Judge: Hon. Laurel M Isicoff Debtor's Counsel: Michael S Hoffman, Esq. HOFFMAN, LARIN & AGNETTI, P.A. 909 North Miami Beach Blvd #201 Miami, FL 33162 Tel: (305) 653-5555 E-mail: Mshoffman@hlalaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Todd Mickles, managing member of Zulu Bravo, LLC, manager of the Debtor. The Debtor 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/flsb17-23573.pdf SKY-SKAN INCORPORATED: Hires SquareTail as Financial Advisors ------------------------------------------------------------- Sky-Skan Incorporated seeks authority from the U.S. Bankruptcy Court for the District of New Hampshire to employ SquareTail Advisors, LLC, as financial advisor to the Debtor. Sky-Skan Incorporated requires SquareTail to: a. work with the Debtor organizing the Debtor's financial records and establishing a baseline financial picture as existed on the petition date; b. work with the Debtor and prepare a proposed 13-week cash collateral budget and record progress against same over the initial 13-week period; and c. provide the Debtor with ongoing accounting and financial reporting support. SquareTail will be paid at the hourly rate of $60-$125. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Paul Hebert, managing director of SquareTail Advisors, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. SquareTail can be reached at: Paul Hebert SQUARETAIL ADVISORS, LLC 120 Main Street, Suite 110 Nashua, NH 03060 Tel: (603) 417-3332 About Sky-Skan Incorporated Sky-Skan, Inc., was founded in 1967 as a company dedicated solely to the development and manufacture of specialized devices for depicting dynamic visualizations of astronomical and meteorological phenomena on planetarium domes in museums, schools, and universities. The company has since grown to become a provider of digital fulldome science visualization, theater control, and show programming systems for hundreds of planetariums on six continents, serving hundreds of clients in the niche field of immersive science interpretation and education. From the initial planning stage to staff training and ongoing support, Sky-Skan provides all services required by the most advanced digital fulldome planetariums and visualization theaters. Sky-Skan, based in Nashua, NH, filed a Chapter 11 petition (Bankr. D.N.H. Case No. 17-11540) on November 1, 2017. Peter N. Tamposi, Esq., at The Tamposi Law Group, P.C., serves as bankruptcy counsel. The Debtor tapped SquareTail Advisors, LLC, as financial advisor. In its petition, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. The petition was signed by Steven T. Savage, president. SOLAT LLC: Hires Advanced Evaluation Service as Appraiser --------------------------------------------------------- Solat, LLC, and its debtor-affiliates, seek authority from the U.S. Bankruptcy Court for the Western District of Texas to employ Advanced Evaluation Service, as appraiser to the Debtors. Solat, LLC requires Advanced Evaluation to provide valuation of the Debtors' real property asset located at 5115 Thousand Oaks, San Antonio, Texas. The Debtor, through counsel, paid $1,500 as a down payment and $3,000 is due to complete the appraisal. Advanced Evaluation charges $1,000 per day flat fee for testimony, which includes costs of preparation and travel. Kent Carter, owner of Advanced Evaluation Service, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Advanced Evaluation can be reached at: Kent Carter ADVANCED EVALUATION SERVICE 1630 Fawn Blf San Antonio, TX 78248 Tel: (210) 658-4300 About Solat, LLC Solat, LLC filed as a Domestic Limited Liability Company in the State of Texas on Jan. 27, 2012, according to public records filed with Texas Secretary of State. The company's principal assets are located at 5115 Thousand Oaks San Antonio, TX 78233. SoLat, LLC, based in San Antonio, TX, and its debtor-affiliates, filed a Chapter 11 petition (Bankr. W.D. Tex. Lead Case No. 17-52594) on November 6, 2017. Ronald J. Smeberg, Esq., at Smeberg Law Firm, PLLC, serves as bankruptcy counsel. In its petition, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. The petition was signed by Nada L. Ismail, manager. SOLAT LLC: Hires Smeberg Law Firm as Bankruptcy Counsel ------------------------------------------------------- Solat, LLC, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Western District of Texas to employ Smeberg Law Firm, PLLC, as attorney to the Debtors. Solat, LLC requires Smeberg Law Firm to: a. assist, advise and represent the Debtors in obtaining preplan relief, confirmation process, in adversary litigation; and b. appear before the Bankruptcy Court, the Appellate Courts, and other Courts in which matters may be heard and to protect the interests of the Debtors before those Courts and the U.S. Trustee; and c. perform all other necessary legal services in the Bankruptcy Case. Smeberg Law Firm will be paid at these hourly rates: Partners $275 Associates $175 Legal Assistants $120 Pre-petition Retainer was paid to Smeberg Law Firm for related bankruptcy filing in the amount of $18,400. The amount of $3,434 of this bankruptcy related retainer was used to pay Debtors' filing fees. $1,500 of the bankruptcy related retainer was used for a down payment with a commercial real estate appraiser, and $6,464.50 was paid in pre-petition fees. The remaining Balance of Retainer held in Trust is $7,001.50. Smeberg Law Firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Ronald J. Smeberg, partner of Smeberg Law Firm, PLLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Smeberg Law Firm can be reached at: Ronald J. Smeberg, Esq. SMEBERG LAW FIRM, PLLC 2010 West Kings Highway San Antonio, TX 78201 Tel: (210) 695-6684 Fax: (210) 598-7357 E-mail: ron@smeberg.com About Solat, LLC Solat, LLC filed as a Domestic Limited Liability Company in the State of Texas on Jan. 27, 2012, according to public records filed with Texas Secretary of State. The company's principal assets are located at 5115 Thousand Oaks San Antonio, TX 78233. SoLat, LLC, based in San Antonio, TX, and its debtor-affiliates, filed a Chapter 11 petition (Bankr. W.D. Tex. Lead Case No. 17-52594) on November 6, 2017. Ronald J. Smeberg, Esq., at Smeberg Law Firm, PLLC, serves as bankruptcy counsel. In its petition, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. The petition was signed by Nada L. Ismail, manager. SOUTHERN GRAPHICS: S&P Alters Outlook to Negative Amid Refinancing ------------------------------------------------------------------ S&P Global Ratings revised its rating outlook on U.S.-based Southern Graphics Inc. to negative from stable and affirmed the 'B' corporate credit rating. S&P said, "At the same time, we assigned our 'B' issue-level rating and '3' recovery rating to the company's proposed senior secured first-lien credit facility, which consists of a $75 million revolver, a $480 million term-loan, and an $80 million delayed-draw term loan. The '3' recovery rating indicates our expectation for meaningful recovery (50%-70%; rounded estimate: 65%) recovery of principal in the event of a payment default. We also assigned our 'CCC+' issue-level rating and '6' recovery rating to the company's proposed $120 million senior secured second-lien term loan. The '6' recovery rating indicates our expectation for negligible recovery (0%-10%; rounded estimate: 5%) in the event of a payment default. "The affirmation and outlook revision reflect our expectation that Southern Graphics' adjusted leverage, pro forma for the refinancing, will remain above our 6.5x downgrade threshold in 2017 and slowly decline to the low-6x area in 2018. Additionally, we expect discretionary cash flow (DCF) to debt to remain below our 5% threshold over the next 12 months. The company's adjusted leverage, pro forma for the refinancing transaction, was 7.1x as of Sept. 30, 2017, and DCF to debt was about 1%. The company intends to use the proceeds from the senior secured credit facilities to refinance its existing debt and the proceeds from the delayed draw first-lien term loan to finance an acquisition of a regional graphics services provider. "The negative outlook reflects our expectation that Southern Graphics' leverage will remain above 6.0x and DCF to debt will remain below 5% over the next 12 months due to the company's weak operating performance and planned debt-financed acquisition. The outlook also reflects our view that operational risks, including regulatory uncertainties and lower CPG marketing spending, could threaten the company's ability to reduce leverage below our 6.5x downgrade threshold over the next 12 months. "We could lower the corporate credit rating if we believe the company's adjusted leverage will remain above 6.5x and its discretionary cash flow to debt will remain below 5% on a sustained basis. This could occur if volume pressures from the past 12 months don't abate as we expect or if the company's restructuring initiatives don't result in EBITDA margins improving as forecasted. "We could revise the outlook to stable if the company achieves revenue growth in the mid-single-digit percentage area over the next 12 months, while realizing adjusted EBITDA margin improvements of 150 basis points to 200 basis points by the end of 2018, as planned. A stable outlook would also depend on improving business trends, including volume improvements and less regulatory uncertainty." SPAULDING AVE: Taps Azarian Law Office as Legal Counsel ------------------------------------------------------- Spaulding Ave. Industrial Complex, LLC seeks approval from the U.S. Bankruptcy Court for the District of New Hampshire to hire Azarian Law Office, PLLC as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; negotiate with creditors; give advice regarding any potential sale of its assets; assist in the preparation of a plan of reorganization; and provide other legal services related to its Chapter 11 case. Azarian will charge an hourly fee of $325. The firm received a retainer of $8,500, plus $1,717 for the filing fees prior to the petition date. The firm is "disinterested" as that term is defined in section 101(14) of the Bankruptcy Code, according to court filings. Azarian can be reached through: David P. Azarian, Esq. Azarian Law Office PLLC 90 Washington Street, Suite 301C Dover, NH 03820 Phone: (603)750-0015 Email: dazarian@azarianlaw.net About Spaulding Ave. Industrial Complex Spaulding Ave. Industrial Complex, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.H. Case No. 17-11545) on November 2, 2017. Thomas J. Cusano, managing member, 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 less than $1 million. SPI ENERGY: Effects 10-for-1 Share Consolidation ------------------------------------------------ SPI Energy Co., Ltd. announced a 10-for-1 share consolidation, effective as of the close of business on Nov. 6, 2017. Beginning on Nov. 8, 2017, the Company's ordinary shares will trade on the NASDAQ on post-consolidation basis. At the Company's extraordinary general meeting, the shareholders of the Company considered and passed an ordinary resolution authorizing that each ten ordinary shares, par value of US$0.000001, be consolidated into one ordinary share, par value of US$0.00001. As a result of the share consolidation, each 10 pre-consolidation ordinary shares outstanding will automatically combine into one ordinary share of the Company without any action on the part of the respective holders holding shares in a brokerage account. No fractional shares will be issued as a result of the share consolidation, and shareholders who otherwise would be entitled to a fractional share will receive, in lieu thereof, a cash payment which will equal the product obtained by multiplying (a) the fraction to which the shareholder would otherwise be entitled; by (b) the average closing bid price of the ordinary shares of the Company for the five business days immediately preceding Nov. 6, 2017, adjusted for the share consolidation ratio. When the share consolidation becomes effective, the number of authorized shares of the Company's ordinary shares will decrease to 5,000,000,000, while the number of issued and outstanding ordinary shares will be reduced from 725,067,164 to approximately 72,506,716. The Company's post-consolidation ordinary shares will continue to trade on the NASDAQ under the symbol "SPI" but under a new CUSIP number of G8651P 201. The Company's transfer agent, Computershare, will provide instructions to shareholders holding shares in certificate form regarding the process for exchanging shares. 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 incurred net losses of $5.2 million, $185.1 million and $220.7 million in 2014, 2015 and 2016, respectively. The Company had an accumulated deficit of $466.8 million as of Dec. 31, 2016. The Company had net cash used in operating activities of $56.5 million in 2014, net cash used in operating activities of $155.5 million in 2015 and net cash used in operating activities of $47.0 million in 2016. The Company also had a working capital deficit of $176.2 million as of Dec. 31, 2016. In addition, the Company has substantial amounts of debts that will become due in 2017. "We have incurred net losses, experienced net cash outflows from operating activities and recorded working capital deficit. If we do not effectively manage our cash and other liquid financial assets and execute our liquidity plan, we may not be able to continue as a going concern," the Company stated in its annual report on Form 20-F for the year ended Dec. 31, 2016. As of Dec. 31, 2016, SPI Energy had $361.81 million in total assets, $374.74 million in total assets and a total shareholders' deficit of $12.92 million. ST. ALBANS CLEANERS: Hires John A. Hall as Accountant ----------------------------------------------------- St. Albans Cleaners and Launderers, Inc., seeks authority from the U.S. Bankruptcy Court for the Southern District of West Virginia to employ John A. Hall, as accountant to the Debtor. St. Albans Cleaners requires John A. Hall to prepare the bank reconciliation, quarterly filings, sales tax filings, and all state and federal filings and tax returns. John A. Hall will be paid at the hourly rate of $300 per month. John A. Hall will also be reimbursed for reasonable out-of-pocket expenses incurred. John A. Hall, 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. About St. Albans Cleaners and Launderers, Inc. St. Albans Cleaners and Launderers, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Case No. 17-20432) on August 17, 2017. Lillian J. Edwards, its 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 Frank W. Volk presides over the case. Pepper & Nason represents the Debtor as bankruptcy counsel. STANDARDAERO AVIATION: S&P Raises CCR to 'B' on Vector Acquisition ------------------------------------------------------------------ S&P Global Ratings raised its corporate credit rating on StandardAero Aviation Holdings Inc. to 'B' from 'B-' and removed the rating from CreditWatch, where S&P placed it with positive implications on July 7, 2017. The outlook is stable. S&P said, "At the same time, we raised our issue-level rating on the company's upsized first-lien credit facility to 'B' from 'B-' and removed the rating from CreditWatch, where we placed it with positive implications on July 7, 2017. The '3' recovery rating remains unchanged, indicating our expectation for meaningful recovery (50%-70%; rounded estimate: 50%) in a default scenario. "Additionally, we raised our issue-level rating on StandardAero's unsecured notes to 'B-' from 'CCC' and removed the rating from CreditWatch, where we placed it with positive implications on July 7, 2017. We also revised our recovery rating on the notes to '5' from '6' to indicate our expectation for modest recovery (10%-30%; rounded estimate: 10%) in a default scenario. "The upgrade reflects our belief that the improvement in StandardAero's scale, scope, and diversity from its recently closed acquisition of Vector Aerospace Holdings Inc. will offset the increase in its debt leverage from the mostly debt-financed transaction. The company financed its acquisition of Vector by issuing a $652 million add-on to its existing senior secured term loan and $150 million of preferred equity, which we treat as debt. The debt StandardAero took on to fund the transaction will cause its pro forma 2017 debt-to-EBITDA to increase to 7.5x-8.0x from our previous expectation of around 7.0x, though we believe that solid revenue and earnings growth will reduce the company's debt-to-EBITDA to 6.4x-6.8x in 2018. Following the acquisition, StandardAero is positioned as one of the largest independent maintenance, repair, and overhaul (MRO) providers globally with close to $3 billion in annual revenue. Vector Aerospace reported about $700 million of revenue in 2016 and was a leading global provider of MRO services for fixed- and rotary-wing aircraft operators, which should complement and expand StandardAero's existing offerings. The acquisition should also reduce the company's exposure to the North American market and significantly increases the proportion of its revenue derived from Pratt & Whitney engines. "The stable outlook on StandardAero reflects our expectation that company's credit metrics will weaken to 7.5x-8.0x pro forma for the Vector acquisition before improving to 6.4x-6.8x in 2018 as its revenue and earnings increase on contributions from its acquisitions, new contract wins, and increased participation in the defense MRO market. "We could lower our ratings on StandardAero if the company's debt-to-EBITDA remains above 7x in 2018 and we don't expect it to improve. This could happen if issues related to the integration of Vector, lower demand in the company's key markets, or operational issues reduce its revenue or earnings beyond our expectations. Alternatively, this could also occur if StandardAero undertakes further debt-financed acquisitions or dividends that increase its leverage. "We could raise our ratings on StandardAero in the next 12 months if its debt-to-EBITDA falls below 6x on a consistent basis even with the additional expected acquisitions. This could occur if the company is able to win new contracts, use its cash flow to pay down its debt, or avoid undertaking any large debt-financed acquisitions." SUMMIT INVESTMENT: January 3 Disclosure Statement Hearing --------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of North Carolina will hold a hearing on January 3, 2018 at 2:00 p.m. to consider and to rule on the adequacy of the information contained in the proposed Disclosure Statement filed by Summit Investment Co., Inc. on November 1, 2017. Any person objecting to the adequacy of the information contained in said Disclosure Statement or desiring to propose modifications thereto is required to submit such objections or proposed modifications to the Court in writing, on or before December 9, 2017. About Summit Investment Summit Investment Co., Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Case No. 17-50230) on March 2, 2017. At the time of the filing, the Debtor had $1.76 million in total assets and $1.63 million total debts. The petition was signed by B.C. Lindsay, Jr., president. Brian P. Hayes, Esq., at the law firm of Ferguson, Hayes, Hawkins & DeMay, PLLC, serves as the Debtor's bankruptcy counsel. SUMMIT INVESTMENT: Unsecureds To Be Paid $10,000 Under Plan ----------------------------------------------------------- Summit Investment Co., Inc., filed with the U.S. Bankruptcy Court for the Middle District of North Carolina a plan of reorganization dated Oct. 30, 2017. Under the Plan, the first class of unsecured creditors (being third-party unsecured creditors) will receive distributions equivalent to the liquidation value of the bankruptcy estate, and valued at approximately $10,000. It is estimated that this liquidation value and payment will pay approximately $0.30/$1.00 to the allowed third-party unsecured claim holders. Class 6 General Unseucred Claims-Third-party are impaired by the Plan. Total General Unsecured Claims is $35,000, owed to Dr. James L. Comadoll. The Debtor will pay the claims a pro rata portion of the net equity in the estate in the amount of $10,000. Payments will commence on the one year anniversary of the effective date, and will be distributed pro rata. The Debtor proposes to make payments under the Plan from funds on hand and from postpetition earnings. A copy of the Plan is available at: http://bankrupt.com/misc/pawb15-23704-1476.pdf About Summit Investment Summit Investment Co., Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Case No. 17-50230) on March 2, 2017. At the time of the filing, the Debtor estimated its assets and debts at $1 million to $10 million. Brian P. Hayes, Esq., at the law firm of Ferguson, Hayes, Hawkins & DeMay, PLLC, serves as the Debtor's bankruptcy counsel. SUMMIT MIDSTREAM: Moody's Gives B3 Rating to Series A Pref. Units ----------------------------------------------------------------- Moody's Investors Service assigned a B3 rating to Summit Midstream Partners, LP's (SMLP) proposed Series A fixed-to-floating rate cumulative redeemable perpetual preferred units (preferred units). Net proceeds from this preferred units issuance will be used to repay a portion of the outstanding borrowings under Summit Midstream Holdings, LLC's (Summit) revolving credit facility. Moody's concurrently assigned a Ba3 Corporate Family Rating (CFR), a Ba3-PD Probability of Default Rating (PDR) and a SGL-3 Speculative Grade Liquidity (SGL) Rating to SMLP. SMLP's rating outlook is stable. Summit's B1 CFR, B1-PD PDR and SGL-3 Speculative Grade Liquidity ratings were withdrawn (these ratings were effectively moved to SMLP), and Summit's senior unsecured notes were upgraded to B1 from B2. Summit's rating outlook remains stable. Moody's also affirmed Summit Midstream Partners Holdings, LLC's (SMP Holdings, an indirect parent of Summit) ratings, including its B3 CFR, B3-PD PDR, and B3 senior secured term loan rating. The rating outlook is stable. SMP Holdings, through its subsidiaries owns and operates midstream energy infrastructure assets that are located in the producing areas of unconventional resource basins in the continental United States. SMP Holdings, together with its core wholly-owned subsidiary Summit Midstream GP, LLC, own a 2% GP interest, the deferred purchase price obligation from SMLP, and about 35% of the common LP interests and the IDRs in SMLP, a publicly-traded master limited partnership, that wholly owns Summit. Rating Assignments: Issuer: Summit Midstream Partners, LP -- Perpetual Preferred Units, Assigned B3 (LGD6) -- Corporate Family Rating, Assigned Ba3 -- Probability of Default Rating, Assigned Ba3-PD -- Speculative Grade Liquidity Rating, Assigned SGL-3 Ratings Upgraded: Issuer: Summit Midstream Holdings, LLC -- Senior Unsecured Bonds/Debentures, Upgraded to B1 (LGD5) from B2 (LGD5) Ratings Withdrawn: Issuer: Summit Midstream Holdings, LLC -- Corporate Family Rating, Withdrawn B1 -- Probability of Default Rating, Withdrawn B1-PD -- Speculative Grade Liquidity Rating, Withdrawn SGL-3 Ratings Affirmed: Issuer: Summit Midstream Partners Holdings, LLC -- Corporate Family Rating, Affirmed B3 -- Probability of Default Rating, Affirmed B3-PD -- Senior Secured Term Loan, Affirmed B3 (LGD3) Outlook Action: Issuer: Summit Midstream Partners, LP -- Outlook, Stable Issuer: Summit Midstream Holdings, LLC -- Outlook, Stable Issuer: Summit Midstream Partners Holdings, LLC -- Outlook, Stable RATINGS RATIONALE The proposed preferred units are rated B3, three notches below SMLP's Ba3 CFR. Moody's believe that the B3 rating is more appropriate for the preferred units than the rating suggested by Moody's Loss Given Default Methodology, and the preferred units will receive 100% equity treatment. Summit's unsecured notes are rated B1, one notch below SMLP's Ba3 CFR, reflecting the priority claim of Summit's relatively large $1.25 billion revolver to its assets, in accordance with Moody's Loss Given Default Methodology. If the proportion of revolver debt to senior unsecured notes increases, Summit's notes could get downgraded. SMLP's Ba3 CFR is one notch higher than Summit's prior B1 CFR and reflects its modest but growing scale, geographically diverse assets and diversified customer base. The rating is also supported by a business model with over 95% of its revenue stream derived from fee-based contracts, which in many cases are supported by minimum volume commitments (MVCs) and acreage dedications. SMLP's organic growth is reliant on the development of certain assets that were dropped down in early 2016 from SMP Holdings, exposing the company's potential cash flow and EBITDA growth to execution risk. The issuance of preferred units to repay a portion of Summit's outstanding revolver debt will be deleveraging. Leverage is likely to remain at moderate levels through 2018; however, distribution coverage will worsen due to the additional preferred unit dividends. The uncertainty associated with the funding structure of the large deferred purchase price payment obligation due in 2020 continues to pressure SMLPs rating. This is mitigated by Summit's extension of the $1.25 billion revolving credit facility that pushes the maturity well beyond the deferred payment date, which provides greater visibility into its ability to fund the payment. In addition, this preferred unit issuance helps, as it will receive 100% equity treatment as a speculative grade company. Under the terms of the 2016 dropdown, SMLP at its option, may satisfy all, or a portion, of the deferred purchase price obligation in SMLP common units. SMLP's SGL-3 Speculative Grade Liquidity Rating reflects its adequate liquidity profile through 2018. SMLP had $2.9 million of cash and $506 million drawn under its $1.25 billion secured revolving credit facility as of September 30, 2017. Pro forma for the $300 million preferred unit issuance, Moody's estimates revolver drawings will drop to approximately $200 million. The revolving credit facility matures in May 2022 and has financial covenants including a maximum total leverage ratio of 5.5x, maximum senior secured leverage ratio of 3.75x, and a minimum interest coverage ratio of 2.5x. Availability under the revolver will be constrained by these covenants. Moody's expect SMLP to maintain compliance with these covenants through 2018. SMLP's stable outlook incorporates the execution risk associated with developing the Utica assets that were dropped down in early 2016 to realize EBITDA and cash flow growth. An upgrade of SMLP is possible if the company demonstrates progress towards sustaining leverage around 3.5x and consolidated leverage around 4.5x, and distribution coverage around 1.2x, while increasing EBITDA through further development of the Utica assets. SMLP also needs to further address the funding structure of the large deferred purchase price obligation due in 2020. A rating downgrade of SMLP could be considered if standalone SMLP leverage exceeds 4.5x, or consolidated leverage (including SMP Holdings) exceeds 5.5x, or Summit's distribution coverage stays below 1.1x beyond 2018. SMP Holdings' B3 CFR reflects its structural subordination to the debt at Summit and the proposed preferred units at SMLP, and SMP Holdings' standing as a pure-play general partner (GP) without any other assets. SMP Holdings, together with its wholly-owned subsidiary Summit Midstream GP, LLC, own a 2% GP interest, the deferred purchase price obligation from SMLP, and about 35% of the limited partnership (LP) units and the incentive distribution rights (IDR), in SMLP. SMP Holdings' ability to service its proposed term loan is solely reliant on distributions from SMLP, a distribution stream which is junior to SMLP's preferred unit distributions and substantial financing and operating requirements, and Summit's debt. The B3 CFR and the three notch difference to SMLP's Ba3 CFR further reflects SMP Holdings' high leverage on a stand-alone basis of about 4.3x debt to annualized Q2 2017 EBITDA (distributions less G&A). The rating incorporates Moody's expectation that leverage will be reduced to a more reasonable level of under 3.5x by mid-2018 driven by mandatory repayments from the excess cash flow sweep feature that has been built into the term loan structure. The rating is based on the expectation that there will be no additional debt at SMP Holdings except for a $25 million revolver carve-out. SMP Holdings could also sell up to 3.5 million SMLP units without requiring a mandatory offer to prepay a portion of the term loan, which could weaken leverage metrics somewhat, if exercised. SMP Holdings' B3 rating on its senior secured term loan, constituting all of its debt, is in line with the CFR, in accordance with Moody's Loss Given Default Methodology and reflects the term loan's first priority claim on the equity ownership interest in SMLP. SMP Holdings is expected to maintain adequate liquidity through 2018. However, SMP Holdings' liquidity will weaken if distributions received from Summit's parent, Summit Midstream Partners, LP (SMLP) are negatively impacted. With limited administrative overhead, SMP Holdings does not have significant liquidity needs and it should receive sufficient distributions from SMLP to comfortably cover pro forma interest expense. SMP Holdings' term loan has a minimum interest coverage ratio requirement of 2x. There is a 1% mandatory amortization of the term loan per annum and 100% excess cash flow recapture when stand-alone leverage is above 2x, but stepping down to 75% when standalone leverage ratio is less than 2x. The alternate sources of liquidity are limited given that substantially all assets secure the term loan, and net proceeds from the sale of LP units held at closing, beyond 3.5 million units, will be required to offer to repay the term loan. SMP Holdings' rating outlook is stable, reflecting Moody's expectations for financial leverage to improve. An upgrade of SMP Holdings is unlikely in the near future, but could be considered if SMLP's rating is upgraded. A downgrade of SMP Holdings would occur if SMLP is downgraded, or if distributions received from SMLP are negatively impacted resulting in sustained stand-alone debt leverage remaining above 3.5x beyond mid-2018. The principal methodology used in these ratings was Midstream Energy published in May 2017. SUMMIT MIDSTREAM: S&P Raises CCR to 'BB-', Outlook Stable --------------------------------------------------------- S&P Global Ratings said it raised its corporate credit and issue-level rating on Summit Midstream Partners L.P. (Summit) to 'BB-' from 'B+'. The outlook is stable. At the same time, S&P assigned its 'B-' issue-level rating to the partnership's series A perpetual preferred units. The '4' recovery rating is unchanged, indicating S&P's expectation for average (30%-50%, rounded estimate: 30%) recovery in the event of a payment default. Summit will use net proceeds from the perpetual preferred unit offering to reduce outstanding borrowings on the revolving credit facility and for general partnership purposes. S&P said, "The rating action reflects our view that Summit's adjusted debt to EBITDA will remain in the 4x-5x range for the next few years. The perpetual preferred unit offering helps satisfy a large percentage of the partnership's forecast deferred payment obligation (DPO) in 2020. This offering eliminates the large overhang to the equity portion of the DPO and allows the partnership to reduce outstanding borrowings on the revolving credit facility by issuing a security with a lower expected cost of capital than if it had to issue common equity. We have revised our forecast 2018 EBITDA lower and now expect EBITDA to grow by less than 5% from forecast 2017 levels, which helps reduce the partnership's DPO in 2020, because it is calculated using a 6.5x multiple on the average 2018 and 2019 EBITDA. This also improves credit metrics due to our now treating the DPO as 50% debt and 50% equity. "The stable outlook on Summit reflects S&P Global Ratings' expectation for adequate liquidity and a strong contractual foundation with minimum volume commitments and limited commodity risk, resulting in adjusted debt to EBITDA of about 5x in 2018, improving to about 4.5x in the long-term. "We could consider lower ratings if the partnership sustains operational underperformance or if volumes materially decline, resulting in adjusted debt to EBITDA being sustained above 5x in the long-term. "Though unlikely in the near-term due to our expectation of moderate EBITDA growth year-over-year, we could consider higher ratings if the partnership materially increases its scale and diversity while sustaining adjusted debt leverage of about 4.5x or better." SUNSET PARTNERS: Nov. 21 Hearing on Sale of Restaurant Assets ------------------------------------------------------------- Judge Joan N. Feeney of the U.S. Bankruptcy Court for the District of Massachusetts granted the request of Lynne Riley, the Chapter 11 trustee for Sunset Partners, Inc. and Bema Restaurant Corp., for expedited determination of her proposed sale of the interest in and to the assets comprising the Debtors' Sunset Grill & Tap and Patron's Mexican Kitchen restaurants free and clear of liens, claims, and interests. The Trustee also seeks approval of the form of Sale Notice, including the setting of a date for the sale hearing and appropriate deadlines for counteroffers, objections to the sale, or other responses. A hearing on the Motion is set for Nov. 21, 2017 at 11:00 a.m. Objections and/or counteroffers deadline is Nov. 20, 2017 at 4:00 p.m. The Debtors currently operate the Sunset Grill & Tap, the Sunset Cantina and Patron's Mexican Kitchen restaurants. The Trustee has determined that the Sunset Grill & Tap and Patron's Mexican Kitchen should be sold, and that the described Assets, which are utilized to operate those businesses, should be liquidated for the benefit of the estate and its creditors. About Sunset Partners Inc. Sunset Partners, Inc. is a Massachusetts corporation that owns and operates two Boston area restaurants: the Sunset Grill & Tap located at 130 Brighton Avenue, Allston, MA; and, the Sunset Cantina located at 916 Commonwealth Avenue, Brookline, MA. Affiliate Bema Restaurant Corporation, d/b/a Patron's, is a Massachusetts corporation that owns and operates a Boston area restaurant called Patrons, which is located at 138 Brighton Avenue, Allston, Massachusetts. Sunset Partners filed for Chapter 11 bankruptcy protection (Bankr. D. Mass. Case No. 17-12178) on June 7, 2017, disclosing $1.05 million in total assets and $5.67 million in total liabilities. Bema Restaurant Corporation filed a Chapter 11 petition (Bankr. D. Mass. Case No. 17-12434) on June 29, 2017, disclosing $1.12 million in assets and $4.45 million in liabilities. The petitions were signed by Marc Berkowitz, president. The cases are jointly administered and assigned to Judge Joan N. Feeney. David B. Madoff, Esq., and Steffani Pelton Nicholson, Esq., at Madoff & Khoury LLP, served as bankruptcy counsel to the Debtors. Verdolino & Lowey, P.C., served as the Debtors' accountant. On Sept. 25, 2017, Lynee F. Riley was appointed as the Chapter 11 trustee to the Debtors. The trustee hired Casner & Edwards LLP as counsel. TEC-AIR INC: Hires Cullen and Dykman as Counsel ----------------------------------------------- Tec-Air, Inc., seeks authority from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Cullen and Dykman LLP, as counsel to the Debtor. Tec-Air, Inc. requires Cullen and Dykman to: (a) provide the Debtor with advice and prepare all necessary Documents regarding debt restructuring, bankruptcy and asset dispositions; (b) take all necessary actions to protect and preserve the Debtor's estate during the pendency of the Chapter 11 Case, including the prosecution of actions by the Debtor, the defense of actions commenced against the Debtor, negotiations concerning litigation in which the Debtor may be involved and objecting to claims filed against the estate; (c) prepare on behalf of the Debtor, as a debtor-in- possession, all necessary motions, applications, answers, orders, reports and papers in connection with the administration of the Chapter 11 Case; (d) counsel the Debtor with regard to its rights and obligations as a debtor-in-possession; (e) appear in Court to protect the interests of the Debtor; and (f) perform all other legal services for the Debtor which may be necessary and proper in this Chapter 11 Case. Cullen and Dykman will be paid at these hourly rates: Partners $375-$750 Associates $225-$385 Paralegals $95-$175 Cullen and Dykman will be paid a retainer in the amount of $45,000. Cullen and Dykman will also be reimbursed for reasonable out-of-pocket expenses incurred. S. Jason Teele, partner of Cullen and Dykman LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Cullen and Dykman can be reached at: S. Jason Teele, Esq. CULLEN AND DYKMAN LLP One Riverfront Plaza Newark, New Jersey 07102 Tel: (973) 849-0220 Fax: (973) 849-2020 E-mail: steele@cullenanddykman.com About Tec-Air, Inc. Tec-Air, Inc., doing business as Tec Air, Inc. -- https://www.tecairinc.com/ -- manufactures, designs and develops injection molded plastic parts for the consumer appliance, automotive, off highway vehicle, industrial equipment, medical, air movement and HVAC industries. Tec-Air's 130,000-sq ft manufacturing facility, engineering lab, and business headquarters are located in Lake Business Center in Munster, Indiana. The company was founded by Richard E. Swin, Sr. in 1965. Tec-Air, Inc. sought Chapter 11 protection (Bankr. N.D. Ill. Case No. 17-32273) on Oct. 27, 2017. The petition was signed by Robert J. McMurtry, president/chief executive officer. The Debtor estimated assets and liabilities in the range of $1 million to $10 million. The case is assigned to Judge Janet S. Baer. The Debtor tapped Michael H. Traison, Esq., Jason S. Steele, Esq., and Nicole Stefanelli, Esq., at Cullen and Dykman LLP as counsel. The Office of the U.S. Trustee on Nov. 6 appointed seven creditors to serve on the official committee of unsecured creditors in the Chapter case of Tec-Air, Inc. TECNOGLASS INC: Fitch Affirms 'BB-' Issuer Default Rating --------------------------------------------------------- Fitch Ratings has affirmed Tecnoglass, Inc.'s Long-Term Foreign and Local Currency Issuer Default Ratings (IDRs) at 'BB-'. The Rating Outlook is Stable. The ratings reflect Tecnoglass' competitive cost structure and above average growth profile supported by its solid order backlog and long-term relationships with customers. The ratings are tempered by production site concentration and high working capital needs that have resulted in weak cash flow from operations. The ratings also reflect the high cyclicality of the new construction industry. The Stable Outlook rests on Fitch's expectations that the company's EBITDA will expand above USD70 in 2018 as the company fulfils its backlog, resulting in a total debt/EBITDA ratio of 3.4x in 2018. KEY RATING DRIVERS Fragmented and Competitive Industry: Tecnoglass operates in a highly competitive and fragmented industry. Competition is based primarily on a manufacturer's ability to meet product specifications and delivery time frames, perceived quality and price. The company's competitors have varying degrees of specialization and end-market or geographic diversification, including a limited number of competitors with established brand names and greater financial resources. Low Cost Structure: Tecnoglass derives over 75% of total revenues from the U.S. market. About two-thirds of its revenues stem from the sale of windows and glass-based facades. The company transforms flat glass and aluminum into tempered or laminated glass windows and facades with insulation, noise reduction, high resistance and other features. This vertical integration coupled with competitive labor and transportation costs relative to U.S.-based competitors has been positive to Tecnoglass' profitability. Production Site Concentration: The company manufactures most of its products out of a mega facility in Barranquilla, Colombia. Fitch Ratings believes any disruption to this site could impair Tecnoglass' ability to manufacture or distribute its products, which could cause it to incur higher costs or longer lead times, lost revenue and reduced cash flow. The ratings do not contemplate a catastrophic event, but acknowledge the company's production concentration in a single facility. Solid Order Backlog: Tecnoglass grew rapidly from 2012, as it has gained new business, particularly in the U.S. Its growth slowed in 2017 as new construction in Colombia contracted and its U.S. order backlog was deferred during 1H17. This resulted in lower revenues relative to a high fixed cost base and lower EBITDA. The company's 2017 EBITDA is expected to close at around USD60 million, which compares unfavourably to USD63 million as of 2016. Despite lower 2017 EBITDA Fitch estimates Tecnoglass EBITDA will expand to about USD70 million in 2018 as its backlog is fulfilled. Tecnoglass' order backlog expanded to USD487 million as of June. 30, 2017 from USD398 million a year ago. Completed Investments: The company made aggregate investments of approximately USD160 million between 2012-2016 to support its growth. Most of these investments increased its capacity to produce aluminum extrusions and low emissivity (Low-E) glass. Low-E window products should remain a popular feature of energy-efficient buildings which, together with commercial construction continuing to grow in the U.S. at a mid- to high-single-digit pace, should support ongoing revenue and operating cash flow growth. Leverage Expected to Trend Down: Tecnoglass' gross leverage remained below 3.0x through 2015 despite debt rising to USD138 million as of year-end 2015 from USD78 million at year-end 2013. Total debt as of second-quarter 2017 was USD234 million and gross leverage was 4.3x. This leverage figure includes bad debt provisions for USD7 million which are not expected to occur in 2018. Fitch's base case suggests leverage should trend to around 3.5x in 2018 and fall below that threshold in subsequent years. Fitch's base case suggests Tecnoglass should be able to continue to finance modest acquisitions or organic investments without significantly pressuring its credit metrics. DERIVATION SUMMARY Tecnoglass' competitors are mostly regional and local window manufacturers that would typically be rated in the low 'BB' to 'B' rating categories. Characteristics of companies in these rating levels include, limited scale and breath of offering, replicable completive advantages, and low geographic and end market diversification. A fragmented industry where the number of industry players fluctuates with the cycle is also a feature of companies in those levels. A limited number of competitors of large scale, ample product offerings, meaningful geographic diversification, strong competitive positions and solid financial flexibility, such as Crh PLC (BBB) participate across a broad spectrum of products, including architectural glass. Tecnoglass' rating of BB- reflects its good market position in windows and glass-based facades, its low cost base and long-term expected growth rate. Against Latin American corporates rated at the BB-, Tecnoglass' financial profile compares favorably. Total adjusted debt/ EBITDA, Interest coverage and revenue growth for the median 'BB-' corporate are 4.0x, 3.3x and 6%, respectively. These compare with Fitch's expectations of 3.4x, 3.7x and 11%, respectively. KEY ASSUMPTIONS Fitch's key assumptions within its rating case for the issuer include: -- Sales growth resumes in 2018 and 2019, supported by existing backlog and growth in U.S. commercial construction; -- Positive cash flow from operations in 2017 and 2018; -- Gross leverage remains at or below 3.5x over the intermediate term; -- Net leverage remains below 3.0x over the intermediate term. RATING SENSITIVITIES Future Developments That May, Individually or Collectively, Lead to Positive Rating Action An upgrade is unlikely in the intermediate term. However, positive rating actions could be driven by a strengthening of Tecnoglass' business and financial positions. Stable operating cash flow generation through industry and economic cycles resulting in leverage levels of total debt/EBITDA at or below 2.0x and net debt/EBITDA below 1.5x would be considered positive. Future Developments That May, Individually or Collectively, Lead to Negative Rating Action Negative Rating Triggers: Declining backlog and product sales, loss of competitive position, persistently negative cash flow from operations (CFFO), and reduced liquidity could affect the company's credit profile. Expectations of total debt/EBITDA persistently above 3.5x or net debt/EBITDA above 3.0x would likely result in negative rating actions. Large debt-financed acquisitions would also be negative. LIQUIDITY Adequate Liquidity: Tecnoglass' liquidity is considered adequate. The company held USD46 million in cash as of the second-quarter 2017 and faced no significant debt maturities until 2022 when USD210 million of notes mature. Recently completed investments mitigate the need for large capex in the next 2-3 years. The company's main funding needs will be working capital, which Fitch projects will increase as Tecnoglass executes its backlog, but should not prevent the company from generating positive cash flow from operations, which Fitch estimates at around USD20 million for 2018. This compares to USD16 million generated as of the LTM ended June 2017. The option to pay for the remaining USD29 million of the acquisition amount of Giovanni Monti and Partners Consulting and Glazing Contractors Inc (GMP) in shares of Tecnoglass, either in whole or in part, provides Tecnoglass' with flexibility to choose some combination of funding so as to maintain its liquidity position. FULL LIST OF RATING ACTIONS Fitch affirmed Tecnoglass' ratings as follows: -- Long-Term Foreign Currency IDR at 'BB-'; -- Local Currency Long-Term IDR at 'BB-'; -- USD210 million senior unsecured notes due 2022 at 'BB-'. The Rating Outlook is Stable. TIFARO GROUP: Mansfield Wants Plan Filing Extended to Jan. 21 ------------------------------------------------------------- EC Mansfield, LLC, asks the U.S. Bankruptcy Court for the Southern District of Texas to extend the exclusive periods for the Debtor to file a plan of reorganization through Jan. 21, 2018, from Nov. 22, 2017, and to confirm a plan for an additional 60 days thereafter. Mansfield does not operate and intends to orderly liquidate its assets in order to satisfy claims of creditors. Mansfield's assets consist primarily of outstanding accounts receivable and medical equipment. Mansfield is in the process of establishing a system for the collection of accounts receivable, which has been outstanding for more than 10 months. Mansfield estimates the net value of these receivables at approximately $340,000. However, until debtor effectuates meaningful collections, it cannot determine receipts with sufficient precision to propose a plan. Further, the Debtor estimates the value of its equipment at approximately $500,000. The Debtor says it is in the process of investigating various measures to maximize the value of these assets. Mansfield in the process of putting together a plan to orderly liquidate these assets but does not expect to have it finalized in time to file a Chapter 11 plan prior to Nov. 22, 2017, which is the expiration of its exclusive period to file a plan. Mansfield believed that ample cause exists for granting an extension of its exclusivity period to file and confirm a plan. The justifications for the extension are clearly present and include: a. this is the Debtor's first request for an extension of the Exclusivity Period. The Debtor needs additional time to obtain adequate information to formulate a plan; b. Mansfield cannot confirm a plan absent an efficient mechanism and financing for the purpose of collecting the A/R and liquidating its equipment. Until now, the Debtor has not had sufficient information to fully evaluate the A/R to value its net collectability. The Debtor has now received the required information from CMS pertaining to the A/R and is in the process of formulating a plan but does not expect to have this finalized prior to the expiration of Debtor's Exclusivity Period to file a plan; c. the Debtor is not seeking an extension to pressure creditors into accepting its demands; d. the requested extension would not prejudice the interests of creditors; and e. the burden on the Debtor's estate of an extension is de minimis. Co-Debtor Tifaro Group Ltd. has filed -- and is seeking approval of -- its plan and disclosure statement. A copy of the Debtor's request is available at: http://bankrupt.com/misc/txsb17-80171-152.pdf About The Tifaro Group Ltd. The Tifaro Group, Ltd., is a Texas limited partnership organized as an investment vehicle for the purpose of owning interest in various healthcare-related entities. The Tifaro Group sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 17-80171) on June 2, 2017. The petition was signed by J. Patrick Magill, president of Magill, P.C., which is the financial agent of The Tifaro Group Management Company LLC. TGMC is the Debtor's general partner. At the time of the filing, the Debtor estimated its assets and debt at $10 million to $50 million. Judge David R. Jones presides over the case. Melissa A. Haselden, Esq., and Edward L. Rothberg, Esq., at Hoover Slovacek LLP, serve as the Debtor's legal counsel. About EC Mansfield LLC Headquartered in Houston, Texas, EC Mansfield LLC -- dba Elitecare Emergency Room, Elitecare 24 Hour Emergency Room Manfield, Elitecare 24 Hour Emergency Room, Elitecare 24 Hour Emergency Center, Elitecare Emergency Center, Elitecare Emergency Room -- owns an emergency care ambulatory facility located in Mansfield, Texas. The Debtor is an affiliate of The Tifaro Group, Ltd., that sought bankruptcy protection on June 2, 2017 (Bankr. S.D. Tex. Case No. 17-80171). The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 17-34452) on July 25, 2017, estimating its assets and liabilities at between $1 million and $10 million each. The petition was signed by Patrick J. Magill, president of Magill, PC, financial agent of the Debtor. Judge Marvin Isgur presides over the case. Melissa Anne Haselden, Esq., at Hoover Slovacek LLP, serves as the Debtor's bankruptcy counsel. TOP TIER SITE: Taps Ehrhard & Associates as Legal Counsel --------------------------------------------------------- Top Tier Site Development, Corp. seeks approval from the U.S. Bankruptcy Court for the District of Massachusetts to hire Ehrhard & Associates, P.C. as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; represent the Debtor with the sale, refinance or restructuring of its property; and provide other legal services related to its Chapter 11 case. Ehrhard will charge an hourly fee of $325 for the services of its senior attorneys and $175 for paralegal services. The firm received a retainer in the sum of $31,776. James Ehrhard, Esq., disclosed in a court filing that he and other members of the firm are "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: James P. Ehrhard, Esq. Ehrhard & Associates, P.C. 250 Commercial Street, Suite 410 Worcester, MA 01608 Phone: (508) 791-8411 Email: ehrhard@ehrhardlaw.com About Top Tier Site Development Corp. Top Tier Site Development, Corp. -- http://www.tt-sd.com-- is a full service contracting company in Lakeville, Massachusetts, with a focus on wireless communication, commercial and residential construction. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 17-14107) on November 2, 2017. Robert Santoro, its president, signed the petition. At the time of the filing, the Debtor disclosed $1.96 million in assets and $5.41 million in liabilities. Judge Joan N. Feeney presides over the case. TOWERSTREAM CORP: Barry Honig Has 6.75% Stake as of Oct. 24 ----------------------------------------------------------- Barry Honig, trustee of GRQ Consultants, Inc. 401K, disclosed in a Schedule 13G filed with the Securities and Exchange Commission that he beneficially owns 26,607 shares of common stock of Towerstream Corp. constituting 6.75% (based on 394,399 shares of common stock outstanding as of Oct. 24, 2017). The 21,607 shares of common stock held by GRQ Consultants, Inc. 401K. Mr. Honig has voting and dispositive power over the 21,607 shares held by GRQ Consultants. A full-text copy of the regulatory filing is available for free at: https://is.gd/EBSBeU About Towerstream Towerstream Corporation (OTCQB:TWER) -- http://www.towerstream.com/ -- is a fixed-wireless fiber alternative company delivering Internet access to businesses. The Company offers broadband services in twelve urban markets including New York City, Boston, Los Angeles, Chicago, Philadelphia, the San Francisco Bay area, Miami, Seattle, Dallas-Fort Worth, Houston, Las Vegas-Reno, and the greater Providence area. Towerstream reported a net loss attributable to common stockholders of $22.15 million on $26.89 million of revenues for the year ended Dec. 31, 2016, compared to a net loss attributable to common stockholders of $40.48 million on $27.90 million of revenues for the year ended Dec. 31, 2015. As of June 30, 2017, Towerstream had $28.17 million in total assets, $37.64 million in total liabilities, and a total stockholders' deficit of $9.46 million. Marcum LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. TUGG TRUCKING: December 6 Plan Confirmation Hearing --------------------------------------------------- The Hon. Jim D. Pappas of the U.S. Bankruptcy Court for the District of Idaho has entered an order approving the Second Amended Disclosure Statement filed by Tugg Trucking Inc. on November 2. A hearing on confirmation of the Plan has been scheduled to take place on December 6, 2017, at 1:30 p.m. The last day for filing and serving written acceptances or rejections (i.e. submitting ballots) of the Plan will be on November 22, 2017. November 22, 2017, is also fixed as the last day for filing and serving written objections to confirmation of the Plan. About Tugg Trucking Tugg Trucking Inc., an Idaho corporation formed in June 2011, is in the business of hauling crude oil in several states, including North Dakota. A $218,156 judgment obtained by the State of North Dakota's Workforce Safety & Insurance in August 2016 hurt Tugg Trucking's ability to obtain ongoing workers' compensation insurance. Tugg Trucking filed a Chapter 11 petition (Bankr. D. Idaho Case No. 16-40960) on Oct. 12, 2016. The petition was signed by Staci Sneddon, secretary. The Debtor disclosed $783,200 in assets and $1.37 million in liabilities. The Hon. Jim D Pappas is the case judge. The Debtor tapped Holly Roark, Esq., at Roark Law Offices, as bankruptcy counsel; and Linda Smith, E.A. as accountant & bookkeeper. No trustee, examiner or statutory committee has been appointed in the Chapter 11 case. UNI-PIXEL INC: Sale of All Assets to Future Tech for $1.5M Approved ------------------------------------------------------------------- Judge M. Elaine Hammond of the U.S. Bankruptcy Court for the Northern District of California (i) authorized Uni-Pixel, Inc. and Uni-Pixel Displays, Inc. to sell all assets to Future Tech Capital, LLC for $1,500,000; and (ii) approved ESW Capital, LLC as the sponsor of the Debtors' Plan of Reorganization. A hearing on the Motion was held on Nov. 2, 2017 at 1:30 p.m. The sale is free and clear of all liens claims, encumbrances, or interests. Any Interest in or against the Property (including rights under the License Grant, and, if applicable, the Acquired IP Option) will attach to the proceeds of the sale. In addition to the foregoing, ESW is approved as the Successful Bidder and the ESW Bid is approved as the Successful Bid pursuant to the Bid Procedures Order. Through the ESW Bid, ESW proposes to provide capital for the Restructuring of the Debtors. The Restructuring is contemplated to be effectuated in the form of a confirmed chapter 11 plan of reorganization, with ESW acting as Plan Sponsor. The Debtors are authorized, immediately upon entry of the Order and receipt of funds from Future Tech relating to the Transaction contemplated in the Sale Motion, to pay Western Alliance Bank ("WAB") $675,000 in full and final satisfaction of all amounts owed by the Debtors to WAB, as agreed to by the Debtors, the Official Committee of Unsecured Creditors, and WAB. The Debtors intend to make the WAB Payment on Nov. 10, 2017. If the Debtors make the WAB Payment after Nov. 10, 2017, then the amount paid will be adjusted for additional interest (at a rate of $179.12 per day) and, if any, fees that thereafter accrue. After WAB receives payment, WAB will promptly withdraw its proof of claim to reflect that it has been paid in full and is no longer a creditor or party in interest in these cases. Notwithstanding Bankruptcy Rule 6004, the Order will be effective and enforceable immediately upon entry and its provisions will be self-executing, and the Sale Motion or notice thereof will be deemed to provide sufficient notice of the Debtors' request for waiver of the otherwise applicable stay of the Order. A copy of the APA and the DIP Term Sheet attached to the Order is available for free at: http://bankrupt.com/misc/Uni-Pixel_Inc_91_Order.pdf About Uni-Pixel Inc. The Woodlands, Tex.-based Uni-Pixel, Inc. -- http://www.unipixel.com-- develops and markets metal mesh capacitive touch sensors for the touch-screen and flexible displays markets. The Company's roll-to-roll electronics manufacturing process patterns fine line conductive elements on thin films. The Company markets its technologies for touch panel sensor, cover glass replacement, and protective cover film applications under the XTouch and Diamond Guard brands. Uni-Pixel, Inc., and its subsidiary Uni-Pixel Displays, Inc., filed Chapter 11 petitions (Bankr. N.D. Cal. Case Nos. 17-52100 and Case No. 17-52101) on Aug. 30, 2017. The Debtors tapped Scott H. McNutt, Esq., at McNutt Law Group LLP, as bankruptcy counsel; and Crowell & Moring LLP, as special counsel. UNIVERSAL LAND: Case Summary & 4 Unsecured Creditors ---------------------------------------------------- Debtor: Universal Land & Livestock, LLC P.O. Box 145 Universal, IN 47884 Case No.: 17-80750 Type of Business: Universal Land & Livestock is a privately held company whose principal place of business is located at 17777 S. 200 W Clinton, Indiana, 47842. Chapter 11 Petition Date: November 9, 2017 Court: United States Bankruptcy Court Southern District of Indiana (Terre Haute) Judge: Hon. Jeffrey J. Graham Debtor's Counsel: John Joseph Allman, Esq. HESTER BAKER KREBS LLC One Indiana Square, Suite 1600 211 N. Pennsylvania Street Indianapolis, IN 46204 Tel: 317-833-3030 Fax: 317-833-3031 E-mail: jallman@hbkfirm.com - and - David R. Krebs, Esq. HESTER BAKER KREBS LLC One Indiana Square, Suite 1600 211 N. Pennsylvania Street Indianapolis, IN 46204 Tel: 317-833-3030 Fax: 317-833-3031 E-mail: dkrebs@hbkfirm.com Estimated Assets: $10 million to $50 million Estimated Debt: $10 million to $50 million The petition was signed by Peter Krieger, partner. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/insb17-80750.pdf Debtor's List of Four Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ James O. McDonald, Esq. Legal Services $50,000 First Financial Bank Real Estate Unknown and Livestock P & S Secondino Family Potential $0 Limited Liability Partnership Liability Scott Oil, Inc. Pending $0 Lawsuit UNIVERSAL SOLAR: Suspends Filing of Reports with SEC ---------------------------------------------------- Universal Solar Technology, Inc., filed a Form 15 with the Securities and Exchange Commission notifying the termination of registration of its common stock, par value $0.0001. As of Nov. 1, 2017, there were 32 holders of record of the Common Shares. As a result of the Form 15 filing, the Company is no longer obliged to file periodic reports with the SEC. About Universal Solar Headquartered in Zhuhai City, Guangdong Province, in the People's Republic of China, Universal Solar Technology, Inc., was incorporated in the State of Nevada on July 24, 2007. It operates through its wholly owned subsidiary, Kuong U Science & Technology (Group) Ltd., a company incorporated in Macau, the People's Republic of China on May 10, 2007, and its subsidiary, Nanyang Universal Solar Technology Co., Ltd., a wholly foreign owned enterprise registered on Sept. 8, 2008 under the wholly foreign-owned enterprises laws of the PRC. The Company primarily manufactures, markets and sells silicon wafers to manufacturers of solar cells. In addition, the Company manufactures photovoltaic modules with solar cells purchased from third parties. Universal Solar reported a net loss of $1.28 million in 2013 following a net loss of $5.66 million in 2012. Paritz & Company, P.A., in Hackensack, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company had not generated cash from its operation, had a stockholders' deficiency of $ 10,663,106 and had incurred net loss of $11,175,906 since inception. These circumstances, among others, raise substantial doubt about the Company's ability to continue as a going concern. VERMILLION INC: Reports $3.45 Million Net Loss for Third Quarter ---------------------------------------------------------------- Vermillion, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss applicable to common stockholders of $3.45 million on $699,000 of total revenue for the three months ended Sept. 30, 2017, compared to a net loss attributable to common stockholders of $3.47 million on $623,000 of total revenue for the three months ended Sept. 30, 2016. For the nine months ended Sept. 30, 2017, the Company reported a net loss attributable to common stockholders of $8.48 million on $2.32 million of total revenue compared to a net loss attributable to common stockholders of $12.12 million on $1.83 million of total revenue for the same period a year ago. As of Sept. 30, 2017, Vermillion had $9.67 million in total assets, $3.75 million in total liabilities and $5.92 million in total stockholders' equity. Valerie Palmieri, president and CEO, stated, "Third quarter inflection points and recent releases mark milestones that have been years in the making. We believe that obtaining positive medical policy for 26 million lives including plans that comprise a national payer, Health Care Service Corporation (HCSC), coupled with the Center for Medicare and Medicaid Service's (CMS) preliminary issuance of PAMA pricing, and the expected addition of OVA1 and Overa to the Clinical Lab Fee Schedule (CLFS) at 'first time' fair market value rates, set the stage for meaningful growth in 2018." Product revenue in the third quarter of 2017 totaled $657,000 compared to $581,000 in the prior year quarter, representing a 13% year-over-year increase. ASPiRA IVD service revenue in the third quarter of 2017 totaled $42,000 and was consistent with the prior year quarter. There were 1,954 total OVA1 tests performed during the third quarter of 2017 compared to the 2,257 OVA1 tests performed in the prior year quarter, a 13% decrease. The volume decrease was primarily due to the previously-announced loss of a one client bill customer, which was concentrated in uncovered territories (territories not covered by an ASPiRA sales representative) and, to a lesser extent, the impact of hurricanes in two key areas (Texas and Florida). The Company experienced modest year-over-year growth in covered territories (territories covered by an ASPiRA sales representative). Revenue on a per-test-performed basis increased to $336 in the third quarter of 2017 compared to $257 in the third quarter of 2016, representing a 31% increase. Cost of product revenue for the third quarter of 2017 totaled $495,000, representing a 7% increase from the prior year quarter due to equipment maintenance costs and higher consulting costs in the third quarter compared to the prior year. The Company's gross product margin improved to 25% in the third quarter of 2017 compared to 21% in the prior year quarter. Cost of service revenue was $284,000 for the third quarter of 2017 compared to $356,000 for the same period in 2016. The decrease of 20% was due primarily to consulting costs related to the opening of the lab in the third quarter of 2016 which were not repeated in 2017. Total operating expenses in the third quarter of 2017 decreased to $2.4 million compared to $3.3 million in the same year-ago quarter, representing a decrease of 26%. The decrease was due to reductions in consulting, marketing services and lower health economics study costs in the third quarter of 2017 compared to 2016. As of Sept. 30, 2017, cash and equivalents totaled $7.8 million including net proceeds of $3.6 million from a common stock warrant repricing in August 2017. The Company repriced 3.8 million common stock warrants with an original strike price of $2.00 per common share to $1.00 per share in exchange for immediate exercise. The company also utilized $1.9 million in cash in the third quarter of 2017. The Company expects cash utilization to remain under $2.0 million in the fourth quarter of 2017. A full-text copy of the Form 10-Q is available for free at: https://is.gd/kZEquZ About Vermillion Vermillion, Inc., is dedicated to the discovery, development and commercialization of novel high-value diagnostic tests that help physicians diagnose, treat and improve outcomes for patients. Vermillion, along with its prestigious scientific collaborators, has diagnostic programs in oncology, hematology, cardiology and women's health. Vermillion, Inc., filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 09-11091) on March 30, 2009. Vermillion's legal advisor in connection with its successful reorganization efforts was Paul, Hastings, Janofsky & Walker LLP. Vermillion emerged from bankruptcy in January 2010 after filing a Plan that pay all claims in full and lets equity holders to retain control of the Company. Vermillion reported a net loss of $14.96 million on $2.64 million of total revenue for the year ended Dec. 31, 2016, compared to a net loss of $19.11 million on $2.17 million of total revenue for the year ended Dec. 31, 2015. As of June 30, 2017, Vermillion had $8.17 million in total assets, $3.64 million in total liabilities and $4.52 million in total stockholders' equity. W&T OFFSHORE: Incurs $1.29 Million Third Quarter Net Loss --------------------------------------------------------- W&T Offshore, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss of $1.29 million on $110.3 million of revenues for the three months ended Sept. 30, 2017, compared to net income of $45.92 million on $107.4 million of revenues for the three months ended Sept. 30, 2016. For the nine months ended Sept. 30, 2017, the Company reported net income of $56.31 million on $358.0 million of revenues compared to a net loss of $265.5 million on $284.8 million of revenues for the same period during the prior year. As of Sept. 30, 2017, W&T Offshore had $887.37 million in total assets, $1.48 billion in total liabilities and a total shareholders' deficit of $597.3 million. Some of the key items for the quarter and subsequent period include: * Production for the third quarter of 2017 was impacted by well maintenance, weather, pipeline outages, and platform maintenance that collectively resulted in deferred production of almost 4,900 Boe per day. Current production is running at around 40,000 Boe per day and is expected to average around 40,000 Boe per day in the fourth quarter of 2017. Production for the third quarter of 2017 averaged 36,459 barrels of oil equivalent per day (or 3.4 million Boe for the quarter), 60% of which was oil and natural gas liquids, compared to 41,508 Boe per day in the third quarter of 2016. * Revenues were $110.3 million, up $2.9 million, or 3% compared to the third quarter of 2016. Oil and NGLs sales made up 77% of revenues in the third quarter of 2017 compared to 72% in the third quarter of 2016. * Lease operating expenses (LOE) were $35.1 million compared to $37.5 million in the third quarter of 2016. * Operating income was $15.7 million compared to an operating loss in the third quarter of 2016 of $58.3 million, which included a non-cash ceiling test write-down of $57.9 million. * Interest expense, net of amount capitalized, decreased 51%, to $11.6 million in the third quarter of 2017 compared to $23.7 million in the third quarter of 2016. * Excluding special items, the Company's adjusted net income was $6.0 million and earnings were $0.04 per share. On a GAAP basis, pre-tax income was $4.2 million and federal income tax expense was $5.5 million resulting in a net loss of $1.3 million. * Cash flow from operating activities increased to $130.3 million for the first nine months of 2017 representing an improvement of $139.5 million over the same period in 2016. * Adjusted EBITDA for the third quarter of 2017 was $57.2 million, up $4.7 million compared to the third quarter of 2016. Adjusted EBITDA for the first nine months of 2017 was $195.5 million, up $85.7 million over the same period in 2016. The Company's Adjusted EBITDA margin was 55% for the first nine months of 2017, up from 39% in the first nine months of 2016. * In early September the Bureau of Ocean Energy Management rescinded its four orders issued in 2016 that instructed W&T to provide additional supplemental bonding of $260.8 million. The Company is in compliance with its financial assurance obligations to the BOEM and has no outstanding BOEM orders related to financial assurance obligations. Tracy W. Krohn, W&T Offshore's chairman and chief executive officer, stated, "We continue to have great success with the drill bit and are still at a 100% success rate in 2017, which is identical to the last few years at 100%. Through the end of October 2017 we have drilled four successful wells this year and expect more to come. We are in the process of completing the Ship Shoal 300 B-5 ST well, a field extension well in our highly successful SS300 field, which encountered 172 feet of net stacked pay. This Gulf of Mexico shelf well was drilled from our SS 300 B platform and is expected to be on line as soon as we demobilize the rig. We are very encouraged by the success of this well which has exceeded our pre-drill expectations and is adding reserves and value in the field. "We are currently drilling the A-17 well at Ship Shoal 349 "Mahogany" which is planned to test and extend the western limits of the field. The Mahogany field continues to perform exceptionally well and offers substantial upside potential. As we experienced with the prolific P-sand in the field, the total recoverable reserves resulting from the T-sand have continued to increase since our initial booking. Strong production from the reservoir along with positive drilling results is proving up larger amounts of oil in place. Assuming success, the A-17 well will be on line late in the fourth quarter of 2017. Once we have drilled and completed the A-17 well we will begin drilling the A-5 ST. "We also have a number of high-quality low-risk exploration opportunities underway or planned for the near-future that offer substantial potential for solid reserve and production additions. We have commenced drilling an exploratory well at South Timbalier 224 and an exploratory well at Main Pass 286. Both wells are in open water locations on the shelf. Assuming success, the South Timbalier well could be online in late 2018 and the Main Pass 286 well in early 2019. Field extension wells are planned at our Ewing Banks 910 field and at Viosca Knoll 823 ("Virgo") towards the end of this year, and that will carry over into what should be a very active 2018," concluded Mr. Krohn. Production, Revenues and Price: Total production was 3.4 million barrels of oil equivalent in the third quarter of 2017, down from 3.8 MMBoe in the third quarter of 2016. The Mahogany, Ewing Bank 910, and Virgo fields delivered the largest production increases for the third quarter of 2017 compared to the third quarter of 2016 because of our successful work programs. Production for the third quarter of 2017 was negatively impacted by well maintenance, weather, pipeline outages, and platform maintenance that collectively resulted in deferred production of almost 4,900 Boe per day. Revenues for the third quarter of 2017 increased 3% to $110.3 million compared to $107.4 million in the third quarter of 2016. The increase in revenues was due to a 16% increase in our realized commodity price, offset by a 12% decline in production volumes. We sold 36,459 Boe per day at an average realized sales price of $32.43 per Boe compared to 41,508 Boe per day sold at an average realized sales price of $27.97 per Boe in the third quarter of 2016. In the second quarter of 2017, we sold 43,084 Boe per day at an average realized sales price of $31.10 per Boe. Lease Operating Expenses: Lease operating expense, which includes base lease operating expenses, insurance premiums, workovers and facilities maintenance, decreased $2.4 million to $35.1 million in the third quarter of 2017 compared to the third quarter of 2016. On a component basis, base lease operating expenses decreased $4.0 million and workover expenses decreased $1.2 million, partially offset by increased facilities maintenance expense of $2.2 million and increased insurance premiums of $0.6 million. Base lease operating expenses decreased primarily due to continued cost reduction efforts by the Company, cost reductions at non-operated properties and lower processing costs at one of the Company's fields. The decrease in workover expenses was primarily due to reclassifying such costs to a capital project as the result of a workover turning into a sidetrack well. The facility maintenance expense increase is primarily due to engine and compressor overhauls and maintenance at several platforms. Depreciation, depletion, amortization and accretion, including accretion for asset retirement obligations, decreased to $10.88 per Boe for the third quarter of 2017 from $13.49 per Boe for the third quarter of 2016. On a nominal basis, DD&A decreased $15.0 million to $36.5 million for the third quarter of 2017 from $51.5 million for the third quarter of 2016 primarily due to a decrease in the DD&A rate per Boe. DD&A decreased primarily due to the ceiling test write-downs recorded during 2016 and lower capital expenditures in relation to DD&A expense during 2016, both of which lowers the full-cost pool subject to DD&A. General and Administrative Expenses increased to $15.6 million for the third quarter of 2017 compared to $12.7 million in the third quarter of 2016. Increases in incentive compensation in 2017 and the expense impact of reinstating the Company's match of employee's 401(K) contributions were partially offset by reductions in salaries and share-based compensation. In the third quarter of 2016, no accruals were made for the short-term incentive program and transaction costs related to the Exchange Transaction previously recorded as G&A expenses were reclassified to Gain on Exchange of Debt, which is a transaction completed in September 2016. The third quarter of 2017 reflects a $2.9 million derivative loss associated with the Company's crude oil and natural gas derivative contracts, which includes settled contracts and open contracts recorded at fair value as of Sept. 30, 2017. The Company entered into derivative contracts for crude oil and natural gas during the first quarter of 2017, relating to a portion of its 2017 estimated production. The third quarter of 2016 reflects a $0.4 million derivative loss for the Company's crude oil and natural gas derivative contracts. Interest expense, net of amounts capitalized, was $11.6 million in the third quarter of 2017, decreasing 51% from the $23.6 million for the third quarter of 2016. The decrease was primarily attributable to the Exchange Transaction that was completed on Sept. 7, 2016. In addition, interest expense was lower as we had no borrowings on the revolving bank credit facility during the third quarter of 2017 compared to borrowings averaging over $100 million during the third quarter of 2016. The Company's income tax expense in the third quarter of 2017 was $5.5 million on pre-tax income of $4.2 million. Under generally accepted accounting principles the Company is required to use the effective tax rate method in computing income tax expense or benefit for interim periods. Somewhat improving commodity prices and a relatively lower forecasted spend for plug and abandonment work in 2017 revised our forecast which required us to reduce the amount of benefits previously recorded in the first half of 2017 under the effective tax rate method. Based on current information, the Company expects its full year tax benefit to be around $14 million. In the third quarter of 2016 the Company recorded a tax benefit of $3.8 million. Its annualized effective tax rate for the third quarter of 2017 and 2016 is not meaningful. The income tax benefit for both periods relates to NOL carryback claims made pursuant to IRC Section 172(f) (related to rules for "specified liability losses"), which permit certain platform dismantlement, well abandonment and site clearance costs to be carried back 10 years. For both periods, adjustments in the valuation allowance offset changes in net deferred tax assets. As of Sept. 30, 2017, the balance sheet reflects current income tax receivables of $11.6 million and non-current income tax receivables of $52.1 million. The current income tax receivables as of September 30, 2017 relates to our estimated NOL carryback claim for 2017 associated with our plug and abandonment spending in 2017. The non-current income tax receivables relates to the Company's NOL claims for the years 2012, 2013 and 2014 that were carried back to prior years and to an estimated NOL claim for 2017 that is expected to be filed subsequent to Dec. 31, 2017. These carryback claims are made pursuant to IRC Section 172(f) described above. For the third quarter of 2017, excluding special items, the Company's adjusted net income was $6.0 million and its earnings per share were $0.04 per share. The Company reported pre-tax income of $4.2 million, federal income tax expense of $5.5 million and a net loss of $1.3 million or $0.01 per common share. This compares to a third quarter 2016 reported net income of $45.9 million, or $0.48 per common share. Excluding special items (including a non-cash ceiling test write-down of oil and natural gas properties, a gain on exchange of debt, other minor non-operating costs, and an unrealized commodity derivative loss, all net of applicable federal income tax) the adjusted net loss was $22.6 million and adjusted loss per share was $0.24 per share for the third quarter of 2016. Net cash provided by operating activities in the first nine months of 2017 was $130.3 million compared to net cash used by operating activities of $9.2 million for the same period in 2016, an improvement of $139.5 million between periods. Cash flows from operating activities were $171.9 million in the first nine months of 2017, (before changes in working capital, insurance reimbursements, escrow deposits and ARO settlements), compared to $42.8 million over the same period in 2016. The increase in cash flows was primarily due to higher realized prices for all our commodities - oil, NGLs and natural gas, lower operating costs and lower interest payments. The Company's combined average realized sales price per Boe increased 32% in the first nine months of 2017, which caused total revenues to increase $82.6 million (partially offset by total decreases of 4% in production volumes which included extraordinary downtime due to storms, pipeline repairs and platform maintenance). Lease operating expenses decreased $11.8 million, and interest expense, net of amounts capitalized decreased $46.5 million. Other items affecting operating cash flows for the nine months were ARO settlements of $56.2 million (essentially the same as in the prior-year) and the escrow payment related to the Apache lawsuit of $49.5 million, partially offset by insurance reimbursements of $31.7 million and changes in receivables, accounts payable and accrued liabilities of $30.2 million. Adjusted EBITDA for the third quarter of 2017 was $57.2 million, up $4.7 million compared to the third quarter of 2016. Our Adjusted EBITDA margin was 52% in the third quarter of 2017, compared to 49% in the third quarter of 2016. Adjusted EBITDA for the first nine months of 2017 was $195.5 million, up $85.7 million over the same period in 2016. The Company's Adjusted EBITDA margin was 55% for the first nine months of 2017, up from 39% in the first nine months of 2016. At Sept. 30, 2017, the Company's total liquidity was $255.9 million, consisting of an unrestricted cash balance of $106.2 million and $149.7 million of availability under our $150 million revolving bank credit facility. The Company's capital expenditures for oil and gas properties on an accrual basis for the first nine months of 2017 were $79.1 million compared to $24.1 million for the same period in 2016 ($73.4 million in the 2017 period on a cash basis compared to $61.5 million for the 2016 period). In the first nine months of 2017 over half of our capital expenditures were dedicated to the four wells at our Mahogany field while the remainder was dedicated to a new drill well at Ship Shoal 300, recompletions at Main Pass 69 and High Island 22 and a number of other fields. The remainder of the expenditures was associated with development activities and seismic. For 2017, the Company's capital budget remains at $125.0 million. Its plug and abandonment activities for 2017 are currently estimated at approximately $70.0 million. Capital expenditures and abandonment activities are expected to be funded with cash on hand and cash flow from operating activities. A full-text copy of the Form 10-Q is available for free at: https://is.gd/plDShf About W&T Offshore Based in Houston, Texas, W&T Offshore, Inc., is an independent oil and natural gas producer, active in the exploration, development and acquisition of oil and natural gas properties in the Gulf of Mexico. In October 2015, the Company disposed of substantially all of its onshore oil and natural gas interests with the sale of its Yellow Rose field in the Permian Basin. The Company retained an overriding royalty interest in the Yellow Rose field production. W&T Offshore, Inc. is a Texas corporation originally organized as a Nevada corporation in 1988, and successor by merger to W&T Oil Properties, Inc., a Louisiana corporation organized in 1983. The Company's interest in fields, leases, structures and equipment are primarily owned by the parent company, W&T Offshore, Inc. and its wholly-owned subsidiary, W & T Energy VI, LLC, a Delaware limited liability company. W&T Offshore reported a net loss of $249.0 million for the year ended Dec. 31, 2016, a net loss of $1.04 billion for the year ended Dec. 31, 2015, and a net loss of $11.66 million for the year ended Dec. 31, 2014. * * * As reported by the TCR on April 14, 2017, S&P Global Ratings affirmed its 'CCC' corporate credit rating on U.S.-based oil and gas exploration and production (E&P) company W&T Offshore Inc. The rating outlook is negative. "The affirmations follow our review of W&T's capital structure and credit profile in light of challenging conditions in the offshore E&P industry," said S&P Global Ratings credit analyst Kevin Kwok. WALDEN REAL ESTATE: Case Summary & 2 Unsecured Creditors -------------------------------------------------------- Debtor: Walden Real Estate Ventures, LLC 1909 Grove Avenue Richmond, VA 23220 Type of Business: Walden Real Estate Ventures, LLC owns multiple parcels of real property and improvements located in Franklin and Suffolk, Virginia. The company previously sought bankruptcy protection. Chapter 11 Petition Date: November 10, 2017 Case No.: 17-35617 Court: United States Bankruptcy Court Eastern District of Virginia (Richmond) Judge: Hon. Kevin R. Huennekens Debtor's Counsel: Kevin A. Lake, Esq. MCDONALD, SUTTON & DUVAL, PLC 5516 Falmouth Street, Suite 108 Richmond, VA 23230 Tel: 643-0000 Fax: 788-4427 E-mail: klake@mcdonaldsutton.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Lee A. Barnes, Jr., managing member. A full-text copy of the petition, along with a list of two unsecured creditors, is available for free at http://bankrupt.com/misc/vaeb17-35617.pdf WALL GROUP: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------- The Office of the U.S. Trustee on Nov. 7 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Wall Group Industries, Inc. About Wall Group Wall Group Industries, Inc., d/b/a The Wall Group --http://www.thewall-group.com/-- is a privately held commercial drywall contractor based in Durham, North Carolina. Wall Group self-performs all projects ensuring consistent results. As part of the Company's ongoing safety program, its staff regularly participates in general safety training, as well as project-specific safety education. Wall Group Industries filed for Chapter 11 bankruptcy protection (Bankr. M.D. N.C. Case No. 17-80873) on Oct. 20, 2017, estimating its assets at between $100,000 and $500,000 and liabilities at between $1 million and $10 million. The petition was signed by Frankie Byrd, president. Judge Lena M. James presides over the case. James C. White, Esq., at Parry Tyndall White, serves as the Debtor's bankruptcy counsel. James Pappalardo is the Debtor's accountant. WALTER INVESTMENT: Will Get $1.9 Billion in Warehouse Financing --------------------------------------------------------------- Walter Investment Management Corp., as guarantor, along with its wholly-owned subsidiaries Ditech Financial LLC and Reverse Mortgage Solutions, Inc., has entered into a commitment letter with Credit Suisse First Boston Mortgage Capital LLC, acting as sole structuring agent, lead arranger, co-lender and administrative agent on behalf of Credit Suisse AG, Cayman Islands Branch, and Barclays Bank PLC, as co-lender, regarding the terms of a DIP Warehouse Master Refinancing Agreement and a DIP Guarantees, relating to the DIP Warehouse Facility Agreements, which, if approved by the Bankruptcy Court, will provide the Company up to $1.9 billion in available warehouse financing. On Oct. 20, 2017, Walter Investment entered into (i) an Amended and Restated Restructuring Support Agreement with lenders holding, as of Nov. 6, 2017, more than 95% of the loans and commitments outstanding under that certain Amended and Restated Credit Agreement, dated as of Dec. 19, 2013, by and among the Company, as the borrower, Credit Suisse AG, as administrative agent, and the lenders party thereto, and (ii) a Restructuring Support Agreement with senior unsecured noteholders holding, as of Nov. 6, 2017, more than 85% of the 7.875% senior unsecured notes due 2021 outstanding under that certain Indenture, dated as of Dec. 17, 2013, by and among the Company, the guarantors party thereto, and Wilmington Savings Fund Society, FSB, a national banking association as successor trustee. Pursuant to the terms of the RSAs, the Company commenced the solicitation of votes to obtain acceptances of a Prepackaged Chapter 11 Plan of Reorganization of Walter Investment Management Corp. and Affiliate Co-Plan Proponents, dated Nov. 6, 2017. The Company intends to commence a Chapter 11 case following the conclusion of the Solicitation in the United States Bankruptcy Court for the Southern District of New York. Proceeds of the DIP Warehouse Facility are intended to refinance RMS's and Ditech's existing warehouse and servicer advance facilities and to fund Ditech's and RMS' continued business operations. Pursuant to the DIP Guarantees, the Company will guarantee Ditech's and RMS' obligations under each DIP Warehouse Facility Agreement on an unsecured basis and will request the Bankruptcy Court to grant super-priority administrative expense claim status in the Chapter 11 case, subject only to (i) a customary professional fee "carve-out," in an amount to be agreed upon by the DIP Lenders, and (ii) any super-priority administrative expense claim of the lenders under the Term Loans under Section 507(b) of the Bankruptcy Code. Upon the occurrence of the effective date of the Prepackaged Plan, and satisfaction of certain conditions precedent, the DIP Warehouse Facilities will convert into the exit warehouse facilities. The DIP Warehouse Facilities will provide that during the Chapter 11 case, (i) up to $750 million will be available to fund Ditech's origination business, (ii) up to $800 million will be available to RMS, and (iii) up to $550 million will be available to finance the advance receivables related to Ditech's servicing activities, provided that this sub-limit may be increased to $600 million in the event that certain pre-petition servicing advance facilities are unavailable to Ditech during the Chapter 11 case. In addition, the lenders under the DIP Warehouse Facilities have agreed to provide Ditech, through the pendency of the Chapter 11 case, up to $1.35 billion in trading capacity for Ditech to hedge its interest rate exposure with respect to the loans in Ditech's loan origination pipeline. The entry into the DIP Warehouse Facilities will be subject to certain conditions precedent, including: (a) Ditech's and RMS' continued status as an approved issuer and servicer with the GSEs and/or Ginnie Mae, as applicable; (b) no material disruption of claim payments on FHA insured loans; and (c) the entry by the Bankruptcy Court of an interim order approving the DIP Guarantees of the Company. Confidentiality Pacts Expire On Oct. 26, 2017, Walter Investment entered into confidentiality agreements with the investment manager, advisor or sub-advisor for certain members of a group of persons that hold an interest in the 4.50% Convertible Senior Subordinated Notes due 2019 issued by the Company under that certain Subordinated Indenture, dated as of Jan. 13, 2012. Pursuant to the Confidentiality Agreements, the Company and the Ad Hoc Convertible Noteholders engaged in confidential discussions in connection with a possible transaction, arrangement, or series of transactions or arrangements involving the Convertible Notes, including a restructuring of such indebtedness. A transaction has not been agreed to and no further discussions between the Company and Ad Hoc Convertible Noteholders are scheduled. The Confidentiality Agreements terminated pursuant to their terms on Nov. 6, 2017. About Walter Investment Walter Investment Management Corp. -- http://www.walterinvestment.com/-- is an independent servicer and originator of mortgage loans and servicer of reverse mortgage loans. The Company services a wide array of loans across the credit spectrum for its own portfolio and for GSEs, government agencies, third-party securitization trusts and other credit owners. Through the consumer, correspondent and wholesale lending channels, the Company originates and purchases residential mortgage loans that are predominantly sold to GSEs and government agencies. The Company also operates two supplementary businesses; asset receivables management and real estate owned property management and disposition. Based in Fort Washington, Pennsylvania, the Company has approximately 4,500 employees and services a diverse loan portfolio. "The Company is facing certain challenges and uncertainties that could have significant adverse effects on its business, liquidity and financing activities," as disclosed in the Company's Form 10-Q report for the period ended June 30, 2017. "The Company may be adversely impacted by the following factors, among others: failure to maintain sufficient liquidity to operate its servicing and lending businesses due to the inability to renew, replace or extend its advance financing or warehouse facilities on favorable terms, or at all; failure to comply with covenants contained in its debt agreements or obtain any necessary waivers or amendments; failure to resolve its obligation with respect to the remaining mandatory clean-up calls; and failure to successfully restructure its corporate debt." The Company reported a net loss of $833.9 million for the year ended Dec. 31, 2016, a net loss of $263.2 million in 2015, and a net loss of $110.3 million in 2014. As of June 30, 2017, Walter Investment had $15.59 billion in total assets, $15.70 billion in total liabilities and a total stockholders' deficit of $112.98 million. Ernst & Young LLP, in Tampa, Florida, issued a "going concern" opinion on the consolidated financial statements for the year ended Dec. 31, 2016, noting that on July 31, 2017 the Company entered into a Restructuring Support Agreement that provides for a prepackaged plan of restructuring in the event the Company is unsuccessful in otherwise restructuring its corporate debt. The prepackaged plan would provide court relief under the provisions of Chapter 11 of the Bankruptcy Code. These conditions, the auditors said, raise substantial doubt about the Company's ability to continue as a going concern. * * * In July 2017, S&P Global Ratings lowered its long-term issuer credit rating on Walter Investment Management Corp. to 'CCC-' from 'CCC'. The outlook is negative. As reported by the TCR on Nov. 2, 2017, Moody's Investors Service affirmed Walter Investment Management Corp.'s Corporate Family Rating at Caa3. The affirmation of Walter's ratings reflects the similar terms and loss content of the pre-packaged bankruptcy with the out-of-court restructuring. Moody's said the pre-packaged agreement requires that only the holding company file for bankruptcy, and not the operating subsidiaries, a credit positive as the impact of the filing on day-to-day operations will be more limited. WILLIAM HAMSLEY: Children Buying Springfield Property for $280K --------------------------------------------------------------- William Todd Hamsley asks the U.S. Bankruptcy Court for the Middle District of Tennessee to authorize the sale of real property located at 4765 Douthitt Lane, Springfield, Tennessee to Justin Hamsley and Amanda Duncan for $280,000. A hearing on the Motion is set for Dec. 5, 2017 at 9:00 a.m. Objection deadline is Nov. 28, 2017. The Debtor and his wife, Mitzi Hamsley, are the owners of the Property as tenants by the entirety. The Property is their personal residence and surrounding farmland. The Debtor no longer generates enough income to make debt payments on the Property. The Buyers are insiders of the Debtor. They're his son and daughter. From the sale proceeds, the Debtor and his wife propose to pay the costs of a a closing attorney, an owner's title insurance policy, the deed tax and all outstanding property taxes, the total of which is estimated to be approximately $1,500. Said sale will be free and clear of the interests of any lien holder; however, said lien will attach to the proceeds of the sale and will be distributed pursuant to the priority of lienholders. The lienholders, the United States Department of Agriculture and USDA Rural Housing Service must consent to the sale, since the sale price is less than the debt owed on the Property. The Property has been appraised by the bank prepared to finance the loan, Reliant Bank, and the sale price represents the appraised value of the Property, which Debtor believes to be the fair market value. William Todd Hamsley sought Chapter 11 protection (Bankr. M.D. Tenn. Case No. 15-07117) on Oct. 5, 2015. Counsel for the Debtor: Steven L. Lefkovitz, Esq, LEFKOVITZ & LEFKOVITZ 618 Church Street, Suite 410 Nashville, TN 37219 Telephone: (615) 256-8300 Facsimile: (615) 255-4516 E-mail: slefkovitz@lefkovitz.com WILLIAMS FINANCIAL: Wants to Abandon Genesis Lease and Sell Vehicle ------------------------------------------------------------------- Williams Financial Group, Inc., WFG Management Services, Inc., WFG Advisors, LP, and WFG Investments, Inc., ask the U.S. Bankruptcy Court for the Northern District of Texas to authorize them to abandon their leasehold interest in a 2016 Hyundai Genesis that WFG and Wilson Williams currently lease jointly; and to permit W. Williams to purchase the vehicle. Objection deadline is Dec. 1, 2017. On May 21, 2016, WFG and W. Williams entered into that certain Closed End Motor Vehicle Lease with Absolute Hyundai ("Genesis Lease"). The Genesis Lease provides that, at any time during the lease term, either of the Lessees may purchase the Genesis at a certain purchase price determined according to the terms of the Genesis Lease ("Purchase Option"). W. Williams now seeks to exercise the Purchase Option. The Purchase Option grants the Lessees the option to buy the Genesis for a price determined according to the terms of the Genesis Lease. As of the date of the Motion, the cost to the Lessees to exercise the Purchase Option is $39,582. The Genesis is in very good to excellent condition with 12,469 miles registered on its odometer. The Debtors estimate that the Genesis is worth between $28,000 and $35,000 if sold to an individual, and somewhat less if sold or traded into a dealership, according to the Kelly Blue Book website. The Debtors have a leasehold interest in the Genesis Lease but the value of that interest is de minimis and more than offset by the financial burdens on the Lessees in the Genesis Lease. They ask this relief because other terms and requirements of the Genesis Lease, such as the monthly payments, the termination penalties, and other contingent costs could lead to additional claims against the estate if the Transaction is not approved. The Debtors have performed an analysis of the market value of the Genesis and have determined that the cost to exercise the Purchase Option is greater than the value of the vehicle. They anticipate that any effort to market or sell the Genesis would include transaction costs that would increase the loss from the Debtors' exercise of the Purchase Option, if the Transaction is not approved. As such, the Debtors, exercising their business judgment, have determined that it is in the best interests of its estates to abandon their interest in the Genesis Lease. The Debtors propose to abandon their interest in the Genesis Lease, which is burdensome to the estate, and to permit W. Williams to exercise the Purchase Option because, if W. Williams does not exercise the Purchase Option, the Debtors' estates will be negatively impacted. Accordingly, based on the foregoing, the Debtors respectfully submit that the Transaction, including the Debtors' abandonment of their interest in the Genesis Lease and W. Williams' exercise of the Purchase Option, is fair, reasonable, and in the best interests of the Debtors' bankruptcy estates, and therefore constitutes good business judgment. Accordingly, the ask the Court to approve the relief sought. A copy of the Closed End Motor Vehicle Lease attached to the Motion is available for free at: http://bankrupt.com/misc/Williams_Financial_169_Sales.pdf About Williams Financial Group Williams Financial Group, Inc. is a holding company, and is the direct or indirect parent of WFG Management Services, Inc., WFG Advisors, LP, WFG Investments, Inc., and other related entities. WFG Advisors, LP is an SEC Registered Investment Advisor that previously provided fee-based wealth advisory and retirement services that included: wrap accounts, advisor directed or third party-managed accounts, asset allocation and portfolio reporting, tax trust and estate and financial planning services. It was not a custodian and never held any client assets. It started winding up its affairs in August of 2017 and its current sole source of revenue is pre-petition earned advisory fees. WFG Investments, Inc. is a broker-dealer that previously engaged in the business of facilitating transactions in securities, but has ceased operations and is currently engaged in the windup and liquidation of its business. It operated primarily on an independent registered representative model. Prior to commencing the windup of its operations, the Debtor had approximately 225 registered representatives, all of whom were independent contractors who owned and ran their own businesses, while being licensed through and supervised by the Debtor. WFG Management Services provides management services to its affiliates. Williams Financial Group, Inc. and its subsidiaries WFG Management Services Inc., WFG Investments Inc. and WFG Advisors LP sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case Nos. 17-33578 to 17-33581) on Sept. 24, 2017. At the time of the filing, Williams Financial Group estimated assets and liabilities of $1,000,001 to $10 million. Judge Harlin Dewayne Hale presides over the cases. David William Parham, Esq., at Akerman LLP, serves as the Debtors' Chapter 11 counsel. Sessions, Fishman, Nathan & Israel LLC serves as the Debtors' special counsel. YUCCA LAND: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: Yucca Land Company, LLC 8912 Spanish Ridge Ave. #200 Las Vegas, NV 89148-1312 Type of Business: Yucca Land Company, LLC owns multiple parcels of vacant land located in Mohave, Arizona. The company is affiliated with debtors Avery Land Group, LLC (Bankr. D. Nev. Case No. 16-14995) and Mohave Agrarian Group, LLC (Bankr. D. Nev. Case No. 16-10025). Chapter 11 Petition Date: November 9, 2017 Case No.: 17-16042 Court: United States Bankruptcy Court District of Nevada (Las Vegas) Judge: Hon. Laurel E. Davis Debtor's Counsel: Brett A. Axelrod, Esq. FOX ROTHSCHILD LLP 1980 Festival Plaza Drive Ste 700 Las Vegas, NV 89135 Tel: (702) 262-6899 Fax: (702) 597-5503 E-mail: baxelrod@foxrothschild.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $1 million to $10 million The petition was signed by James M. Rhodes, manager. The Debtor did not file a list of 20 largest unsecured creditors together with the petition. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/nvb17-16042.pdf [*] Moody's: B3- & Lower Corp. Ratings List Ticks Lower in October ------------------------------------------------------------------ Moody's B3 Negative and Lower Corporate Ratings List ticked lower by less than 1% by the end of October from the prior month's reading, Moody's Investors Service says in a new report. The size of the list now stands at 212 companies, below its three-month rolling average for a 16th consecutive month and more than 27% lower than its peak of 291 companies. "Consistent with last month's list, the majority of companies, five out of nine, left the list via rating withdrawals due to debt repayments and other business reasons unrelated to defaults," said Moody's Associate Analyst Julia Chursin. "Notably, this month three companies rolled off the list on ratings upgrades above B3 Negative." Following the stabilization and recovery in the energy sector, the oil & gas industry's share of the list's total size continues to shrink, to 19.3% at the end of October, posting the highest yearly drop among 25 sectors tracked by Moody's, Chursin says. Such stabilization is underscored by the shift of two of the five oil & gas industry outlooks -- global E&P and global midstream -- to positive, and the rest being stable. Nevertheless, even as the oil & gas sector's list share has declined the most, these companies still make up nearly a fifth of the list. Consumer/Business Services closely follows, at 15.6%, followed by Retail and Apparel, at 11.8%. Alongside the overall downward trend of the B3 Negative and Lower corporate ratings list, Moody's says that the cohort of debt issuers deep in speculative-grade territory has similarly been trending downwards since the end of Q1 2016, both in terms of the absolute number of companies and as a percentage of the spec-grade population -- 14.4% at the end of October. Notably, October's percentage falls around 70 basis points, below its long-term average of 15.1%. [^] BOND PRICING: For the Week from November 6 to 10, 2017 ---------------------------------------------------------- Company Ticker Coupon Bid Price Maturity ------- ------ ------ --------- -------- Alpha Appalachia Holdings Inc ANR 3.25 2.048 8/1/2015 American Eagle Energy Corp AMZG 11 1.4 9/1/2019 Amyris Inc AMRS 9.5 63.559 4/15/2019 Amyris Inc AMRS 6.5 60.114 5/15/2019 Appvion Inc APPPAP 9 37 6/1/2020 Appvion Inc APPPAP 9 36.75 6/1/2020 Armstrong Energy Inc ARMS 11.75 15.5 12/15/2019 Armstrong Energy Inc ARMS 11.75 15.5 12/15/2019 Avaya Inc AVYA 10.5 6.125 3/1/2021 Avaya Inc AVYA 10.5 4.963 3/1/2021 BPZ Resources Inc BPZR 6.5 3.017 3/1/2015 BPZ Resources Inc BPZR 6.5 3.017 3/1/2049 Bon-Ton Department Stores Inc/The BONT 8 34.85 6/15/2021 BreitBurn Energy Partners LP / BreitBurn Finance Corp BBEP 7.875 4 4/15/2022 BreitBurn Energy Partners LP / BreitBurn Finance Corp BBEP 8.625 3.875 10/15/2020 BreitBurn Energy Partners LP / BreitBurn Finance Corp BBEP 8.625 3.705 10/15/2020 BreitBurn Energy Partners LP / BreitBurn Finance Corp BBEP 8.625 3.705 10/15/2020 Buffalo Thunder Development Authority BUFLO 11 40 12/9/2022 Cenveo Corp CVO 8.5 22.75 9/15/2022 Cenveo Corp CVO 8.5 45.5 9/15/2022 Chassix Holdings Inc CHASSX 10 8 12/15/2018 Chassix Holdings Inc CHASSX 10 8 12/15/2018 Chukchansi Economic Development Authority CHUKCH 9.75 54 5/30/2020 Claire's Stores Inc CLE 9 62.25 3/15/2019 Claire's Stores Inc CLE 8.875 24.162 3/15/2019 Claire's Stores Inc CLE 7.75 11 6/1/2020 Claire's Stores Inc CLE 9 57.25 3/15/2019 Claire's Stores Inc CLE 9 63.25 3/15/2019 Claire's Stores Inc CLE 7.75 11 6/1/2020 Cobalt International Energy Inc CIE 3.125 12.308 5/15/2024 Cobalt International Energy Inc CIE 2.625 8.5 12/1/2019 Cumulus Media Holdings Inc CMLS 7.75 26.2 5/1/2019 EV Energy Partners LP / EV Energy Finance Corp EVEP 8 48.85 4/15/2019 EXCO Resources Inc XCO 7.5 11 9/15/2018 EXCO Resources Inc XCO 8.5 15.851 4/15/2022 Egalet Corp EGLT 5.5 50 4/1/2020 Emergent Capital Inc EMGC 8.5 52.352 2/15/2019 Energy Conversion Devices Inc ENER 3 7.875 6/15/2013 Energy Future Holdings Corp TXU 5.55 14.625 11/15/2014 Energy Future Holdings Corp TXU 6.5 14.75 11/15/2024 Energy Future Holdings Corp TXU 6.55 14.875 11/15/2034 Energy Future Holdings Corp TXU 9.75 10.125 10/15/2019 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 11.25 36.125 12/1/2018 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 9.75 10 10/15/2019 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 11.25 35.875 12/1/2018 FGI Operating Co LLC / FGI Finance Inc GUN 7.875 50.2 5/1/2020 Fleetwood Enterprises Inc FLTW 14 3.557 12/15/2011 GE Capital Trust I GE 6.375 100.9 11/15/2067 GenOn Energy Inc GENONE 9.5 72.5 10/15/2018 GenOn Energy Inc GENONE 9.5 72.125 10/15/2018 GenOn Energy Inc GENONE 9.5 73 10/15/2018 General Electric Co GE 0.98888 100.75 11/21/2042 Gibson Brands Inc GIBSON 8.875 83.5 8/1/2018 Gibson Brands Inc GIBSON 8.875 80.5 8/1/2018 Gibson Brands Inc GIBSON 8.875 82.625 8/1/2018 Global Brokerage Inc GLBR 2.25 38.25 6/15/2018 Gulfmark Offshore Inc GLFM 6.375 29 3/15/2022 Homer City Generation LP HOMCTY 8.137 38.75 10/1/2019 Iconix Brand Group Inc ICON 1.5 85.35 3/15/2018 Illinois Power Generating Co DYN 6.3 33.625 4/1/2020 Illinois Power Generating Co DYN 7 33.625 4/15/2018 Interactive Network Inc / FriendFinder Networks Inc FFNT 14 70.077 12/20/2018 International Paper Co IP 9.375 110.405 5/15/2019 IronGate Energy Services LLC IRONGT 11 35 7/1/2018 IronGate Energy Services LLC IRONGT 11 35 7/1/2018 IronGate Energy Services LLC IRONGT 11 35 7/1/2018 IronGate Energy Services LLC IRONGT 11 35 7/1/2018 JPMorgan Chase & Co JPM 2.21417 99.403 11/17/2017 Jack Cooper Holdings Corp JKCOOP 9.25 52.75 6/1/2020 Las Vegas Monorail Co LASVMC 5.5 8 7/15/2019 Lehman Brothers Holdings Inc LEH 2 3.326 3/3/2009 Lehman Brothers Holdings Inc LEH 5 3.326 2/7/2009 Lehman Brothers Holdings Inc LEH 4 3.326 4/30/2009 Lehman Brothers Holdings Inc LEH 1.6 3.326 11/5/2011 Lehman Brothers Holdings Inc LEH 1.5 3.326 3/29/2013 Lehman Brothers Holdings Inc LEH 2.07 3.326 6/15/2009 Lehman Brothers Holdings Inc LEH 1.383 3.326 6/15/2009 Lehman Brothers Inc LEH 7.5 1.226 8/1/2026 Linc USA GP / Linc Energy Finance USA Inc LNCAU 9.625 1 10/31/2017 MF Global Holdings Ltd MF 3.375 28.25 8/1/2018 MModal Inc MODL 10.75 6.125 8/15/2020 Mashantucket Western Pequot Tribe MASHTU 7.35 18.25 7/1/2026 Micron Technology Inc MU 5.25 104.5 8/1/2023 Micron Technology Inc MU 5.25 104.3 8/1/2023 Midstates Petroleum Co Inc / Midstates Petroleum Co LLC MPO 10.75 1.448 10/1/2020 Morgan Stanley MS 4.31417 99.622 11/17/2017 Murray Energy Corp MURREN 9.5 50 12/5/2020 Murray Energy Corp MURREN 9.5 50 12/5/2020 Nine West Holdings Inc JNY 6.125 12.5 11/15/2034 Nine West Holdings Inc JNY 8.25 9.554 3/15/2019 Nine West Holdings Inc JNY 6.875 10.85 3/15/2019 Nine West Holdings Inc JNY 8.25 22.56 3/15/2019 Nortel Networks Capital Corp NT 7.875 3.562 6/15/2026 OMX Timber Finance Investments II LLC OMX 5.54 9.85 1/29/2020 Orexigen Therapeutics Inc OREX 2.75 40 12/1/2020 Powerwave Technologies Inc PWAV 2.75 0.435 7/15/2041 Powerwave Technologies Inc PWAV 3.875 0.435 10/1/2027 Powerwave Technologies Inc PWAV 1.875 0.435 11/15/2024 Powerwave Technologies Inc PWAV 1.875 0.435 11/15/2024 Powerwave Technologies Inc PWAV 3.875 0.435 10/1/2027 Prospect Holding Co LLC / Prospect Holding Finance Co PRSPCT 10.25 48.25 10/1/2018 Quantum Corp QTM 4.5 99.85 11/15/2017 Renco Metals Inc RENCO 11.5 24.75 7/1/2003 Rex Energy Corp REXX 8.875 48.368 12/1/2020 Rolta LLC RLTAIN 10.75 26.375 5/16/2018 SAExploration Holdings Inc SAEX 10 43.14 7/15/2019 SandRidge Energy Inc SD 7.5 2.081 2/15/2023 Sears Holdings Corp SHLD 8 59.2 12/15/2019 SunEdison Inc SUNE 2.375 2.125 4/15/2022 SunEdison Inc SUNE 0.25 2.125 1/15/2020 SunEdison Inc SUNE 2.75 2 1/1/2021 SunEdison Inc SUNE 2.625 2.125 6/1/2023 SunEdison Inc SUNE 3.375 2.125 6/1/2025 TMST Inc THMR 8 19 5/15/2013 Talos Production LLC / Talos Production Finance Inc TALPRO 9.75 64.25 2/15/2018 Talos Production LLC / Talos Production Finance Inc TALPRO 9.75 64.25 2/15/2018 TerraVia Holdings Inc TVIA 5 4.9 10/1/2019 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 11.5 0.25 10/1/2020 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 11.5 0.613 10/1/2020 Toys R Us - Delaware Inc TOY 8.75 32 9/1/2021 Toys R Us Inc TOY 7.375 33.25 10/15/2018 UCI International LLC UCII 8.625 4.308 2/15/2019 United States Treasury Inflation Indexed Bonds - When Issued WITII 0.375 0.474509 7/15/2027 Vanguard Operating LLC VNR 8.375 17.375 6/1/2019 Walter Energy Inc WLTG 9.875 0.834 12/15/2020 Walter Energy Inc WLTG 8.5 0.834 4/15/2021 Walter Energy Inc WLTG 9.875 0.834 12/15/2020 Walter Energy Inc WLTG 9.875 0.834 12/15/2020 Walter Investment Management Corp WAC 4.5 6 11/1/2019 iHeartCommunications Inc IHRT 10 59.137 1/15/2018 iHeartCommunications Inc IHRT 6.875 51.625 6/15/2018 rue21 inc RUE 9 0.217 10/15/2021 rue21 inc RUE 9 0.217 10/15/2021 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. 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