/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/171115.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, November 15, 2017, Vol. 21, No. 318 Headlines 1657 LLC: Wants to Pay Varistone Using Property Sale Proceeds 1776 AMERICAN: Sale of Houston Condo Unit 202 for $37K Approved 1776 AMERICAN: Sale of Houston Property to Aguilar for $137K Okayed 417 LACKAWANNA: Voluntary Chapter 11 Case Summary A GREENER GLOBE: Trustee Taps Mark Cyr as Accountant AA HOLDINGS-WINSTON-SALEM: Sale of All Assets for $2.3M Approved ADVANCED SOLIDS: Stallion Rockies Six Auger Tanks for $174K AEMETIS INC: Harold Sorgenti Quits as Director AEMETIS INC: Reports $8.21 Million Net Loss for Third Quarter AIR CANADA: S&P Alters Outlook to Pos on Improving Credit Measures ALAMO TOWERS: Taps H. Anthony Hervol as Legal Counsel ALL TERRAIN: Case Summary & Unsecured Creditor ALUMINUM EXTRUSIONS: Larson Buying All Assets for $6.3 Million ARCHITECTURAL MATERIALS: Taps Ted Smith as Accountant ATLANTA GROTNES: Taps Reliant as Real Estate Broker AVAYA INC: Unveils Members of Board of Directors After Ch.11 Exit B. LANE INC: Case Summary & 30 Largest Unsecured Creditors BAMBI HERRERA-EDWARDS: Bound by 5% Management Fee BARTON FOOD: Taps Barron & Newburger as Legal Counsel BASSETT BUILDING: Seeks Approval to Hire Bookkeeper BCP RAPTOR: Loan Repricing Neutral to Credit Profile, Fitch Says BHUIYAN CAB: Taps Jacqueline A. St. John as Legal Counsel BLACK IRON: Taps Rocky Mountain Advisory as Financial Consultant BLEACHER CREATURES: Files Chapter 11 Plan of Liquidation BNOIS SPINKA: Presidential Bank to be Paid $1.5MM Under Plan BOMBARDIER INC: Fitch Affirms 'B' LT Issue Default Rating BOWLING GREEN: Voluntary Chapter 11 Case Summary BOWMAN DAIRY: Ferguson Buying New Castle Property for $119K BP CHANEY: Seeks to Expand Scope of Mitchell Law Firm Services C SWANK ENTERPRISES: PACCAR Objects to Amended Disclosure CALIFORNIA RESOURCES: Loan Increase No Impact on Moody's Caa1 CFR CAPITOL STATION 65: Plan Confirmation Hearing Continued to Feb. 7 CARL SAYERS: Selling All Danbury Real Properties at Auction CASTEX ENERGY: Assignment of Prospect Working Interest to LLOLA OKd CENTENNIAL RESOURCE: Moody's Assigns B3 Sr. Regular Bonds Rating CENTENNIAL RESOURCE: S&P Assigns 'B+' CCR, Outlook Stable CITRIX SYSTEMS: Moody's Rates New Sr. Unsecured Bonds 'Ba1' CJ MICHEL INDUSTRIAL: Ch. 11 Trustee Sought Due to Fraud Charges COVERIS HOLDINGS: S&P Lowers CCR to 'B-', Outlook Developing COVINGTON ROUTE: Unsecured Creditors to Recoup 20% Under Plan CROSIER COMMUNITY: A34 Buying Phoenix Property for $725K CRYSTAL ENTERPRISES: Jan. 17 Hearing on 3rd Amended Disclosures CYPRESS ASSOCIATES: Unsecureds to Get 100% at 4% Interest in 36 Mos DATA COOLING: Proposes $1.3 Million Private Sale of All Assets DECATUR ATHLETIC: Disclosures OK'd; Plan Hearing on Dec. 13 DEX SERVICES: Taps Mullin Hoard as Legal Counsel DIGNITY RESIDENTIAL: Case Summary & 2 Largest Unsecured Creditors DIT PROPERTIES: Ch. 11 Plan Funded from Sale of Thatcher Property EARTH PRIDE: Committee Taps Bederson as Accountant ESCO MARINE: Recovery to Unsecured Creditors Unknown Under Plan EVANGELICAL HOMES: Fitch Affirms BB+ Ratings on 2013 Bonds EXGEN TEXAS: S&P Lowers Rating to 'D' on Bankruptcy Filing FAMILY CHILD CARE: Disclosures OK'd; Plan Hearing on Dec. 12 FUNERAL SERVICES: December 7 Plan Confirmation Hearing GNC HOLDINGS: S&P Lowers CCR to 'B' on Weakened Credit Metrics GO DADDY: S&P Alters Outlook to Stable on Integration With HEG GULFMARK OFFSHORE: Completes Restructuring Plan, Exits Chapter 11 GULFMARK OFFSHORE: Hughes Hubbard Served as Counsel to DNB Bank HESS INFRASTRUCTURE: Fitch Assigns First Time BB Long-Term IDR HESS INFRASTRUCTURE: Moody's Assigns Ba2 Corp. Family Rating HESS INFRASTRUCTURE: S&P Assigns 'BB+' CCR, Outlook Stable HKD TREATMENT: Taps Good Schneider as Special Counsel HORIZON SHIPBUILDING: Taps Irvin Grodsky as Legal Counsel HOSTESS BRANDS: S&P Rates Restated $994MM 1st Lien Term Loan 'BB-' HUDSON VALLEY DRYWALL: To Pay Unsecured Creditors in Full INTERNATIONAL RENTALS: Sale of Property to Fund Proposed Plan INVENERGY THERMAL: Moody's Affirms B1 Rating; Outlook Negative J G WENTWORTH: S&P Lowers ICR to 'D' Amid Restructuring JOBS FOR BABCOCK: Taps James Joyce as Bankruptcy Counsel JOHN BASISTA: Sale of 50% Interest in Sewickley Property Approved KINDRED HEALTHCARE: Moody's Affirms B2 CFR; Outlook Stable LANTHEUS HOLDINGS: S&P Raises CCR to B+, Outlook Stable LIBERTY INTERACTIVE: Fitch Affirms 'BB' LT Issuer Default Rating LIFETIME INDUSTRIES: Taps Bond & Bond as Auctioneer LIGHTHOUSE NETWORK: Moody's Affirms B2 CFR; Outlook Remains Stable LIMITED STORES: Unsecureds to Get Less Than 1% from Sale Proceeds MARTIN'S FISHING: Taps Mullin Hoard as Legal Counsel METRO NEWSPAPER: Unsecureds to Recoup 5-10% Under Latest Plan MICROSEMI CORP: Moody's Hikes CFR to Ba2; Outlook Stable MIH PARENT: S&P Affirms 'B-' Corp Credit Rating on Dividend Recap MISSIONARY ASSEMBLY: Seeks to Hire RJ Govoni Construction MITCHELL INT'L: Moody's Rates $75MM 1st Lien Credit Facility B1 MMM DIVERSIFIED: Latest Plan Discloses $2.5K in Unsecured Claims MOEINI CORPORATION: Taps Irvin Grodsky as Legal Counsel MOUNTAIN INVESTMENTS: Unsecured Creditors to Get 3.9% over 60 Mos. NEFF RENTAL: Moody's Withdraws B2 CFR Amid United Rentals Deal NOLES PARTNERS: Must File Plan and Disclosures Before Jan. 22 NXT CAPITAL: Moody's Hikes CFR & Secured Debt Rating to Ba3 ODEBRECHT OLEO: Chapter 15 Recognition Hearing Set for Dec. 12 OLIVER C&I: Court Dismisses Lawsuit vs Carolina Developers, et al. ONSITE TEMP: Latest Plan Discloses Objections to Secured Claims OSHKOSH CORP: Moody's Affirms Ba2 CFR; Changes Outlook to Positive PACIFIC DRILLING: Case Summary & 30 Largest Unsecured Creditors PACIFIC DRILLING: Failed to Win Consensus on Debt-to-Equity Plan PACIFIC DRILLING: Payments to Critical Vendors Won't Exceed $4.5M PACIFIC DRILLING: Wants Zonda Arbitration to Proceed PDC ENERGY: Moody's Hikes Corporate Family Rating to Ba3 PENN REALTY: Plan Outline Okayed, Plan Hearing on Nov. 30 PHYSIOTHERAPY HOLDINGS: Trust Wins Clawback Suit vs. WSHP, et al. PODS LLC: Moody's Affirms B2 Corp. Family Rating; Outlook Stable PODS LLC: S&P Affirms 'B+' Corporate Credit Rating, Outlook Stable POWELL VALLEY HEALTH: Court Okays Disclosure Statement PREFERRED CARE: Case Summary & 20 Largest Unsecured Creditors PRIME METALS: November 30 Plan Confirmation Hearing R & S ANTIQUES: Case Summary & 20 Largest Unsecured Creditors RAJYSAN INC: Taps Alpert Barr as Special Litigation Counsel RAVENSTAR INVESTMENTS: Sale of Reno Property for $625K Approved RELIABLE HUMAN: Taps Steven Nosek Firm as Bankruptcy Counsel RESOLUTE ENERGY: Fitch Assigns B+ Rating to $550MM Unsec. Notes RESOLUTE ENERGY: Moody's Rates Senior Unsecured Regular Bonds Caa1 RESOLUTE ENERGY: S&P Rates New $550MM Senior Unsecured Notes 'B-' RV COLLISION: Seeks to Hire Taxman USA as Accountant RYCKMAN CREEK: December 6 Plan Confirmation Hearing SAMUEL E. WYLY: Private Sale of MC LLC's Dallas Property Approved SCOTTDALE DETOX: Taps Michael W. Carmel as Legal Counsel SEADRILL LTD: Committee Taps Patton Moreno as Panamanian Counsel SHIBATA FLORAL: Case Summary & 20 Largest Unsecured Creditors SKY-SKAN INC: Taps Deshaies Law as Co-Counsel SKY-SKAN INC: Taps Tamposi Law Group as Legal Counsel STEREOTAXIS INC: Reports $4.67 Million Net Loss for Third Quarter STOLLINGS TRUCKING: Sale of Caterpillar Bulldozer for $40K Approved SYU SING: Unsecureds To Be Paid in Full, Plus 1.38% Per Annum T-MOBILE USA: Moody's Hikes CFR to Ba2; Outlook Stable TAYLOR EQUIPMENT: Taps Allegheny Capital as Broker TERRA MILLENNIUM: S&P Affirms 'B' CCR on Acquisition Announcement TORTOISE PARENT: S&P Assigns 'BB-' ICR, Outlook Stable TRACY JOHN CLEMENT: Trustee's Sale of 2011 Timpte Trailer Approved TWH LIMITED: Creditors to Receive Payments from Sale of Assets UNITED DISTRIBUTION: S&P Cuts CCR to CCC on Looming Debt Maturity UNITED PLASTIC: Court Won't Hear Gilpin's Appeal from Fee Ruling UNITED PLASTIC: Court Won't Hear Reynolds' Appeal from Fee Ruling UNIVE INC: Unsecureds to Recoup 10% Under Plan VIDANGEL INC: Taps Analysis Group as Economic Consulting Expert VIM + VIGOR: MountainOne Seeks Appointment of Chapter 11 Trustee VISTA OUTDOOR: Moody's Puts Ba3 CFR on Review for Downgrade WALL STREET SYSTEMS: Moody's Affirms B2 CFR; Outlook Still Negative WALL STREET SYSTEMS: S&P Affirms 'B' CCR, Outlook Stable WEIGHT WATCHERS: Moody's Rates Proposed Senior Unsecured Notes B3 WEIGHT WATCHERS: S&P Rates $500MM Unsecured Notes Due 2025 'CCC+' WESTERN EXPRESS: Moody's Reinstates B2 Corporate Family Rating WHOLE SAILING: Taps Glenn Forbes, Susan Gray as Legal Counsel WHOLELIFE PROPERTIES: Trustee Taps Lain Faulkner as Accountant WILKINSON FLOOR: Unsecureds to Get Share of $200,000 Fund WILLIAMSON & WILLIAMSON: Disclosure Statement Hearing on Nov. 30 WINNEBAGO INDUSTRIES: S&P Alters Outlook to Stable, Affirms BB- CCR WYNIT DISTRIBUTION: Nov. 20 Auction of Inventory Set WYNIT DISTRIBUTION: Sale of WD Encore Assets for $1.7M Approved XPERI CORP: S&P Alters Outlook to Negative on Weak Credit Metrics ********* 1657 LLC: Wants to Pay Varistone Using Property Sale Proceeds ------------------------------------------------------------- 1657, LLC, asks the U.S. Bankruptcy Court for the Western District of Washington to authorize its use of proceeds from the sale of the real property at 1657 151st Ave SE, Bellevue, Washington to make payments to Veristone Fund I, LLC on the promissory note it holds which is secured by 1657's interest in the real property at 1063 and 1065 South Point Road, Port Ludlow, Washington. A hearing on the Motion is set for Nov. 16, 2017 at 9:30 a.m. The objection deadline is Nov. 16, 2017. On Nov. 2, 2017 the Court approved the Debtor's sale of the Bellevue Property to to SungGon Maeng and Jinsun Bae for $653,000. That sale is expected to close by Nov. 10, 2017. The Debtor expects to receive approximately $90,000 in net sale proceeds after real estate commissions and other closing costs and payment to Veristone, which is secured by the Bellevue Property for a different a promissory note. Veristone filed a motion for relief from stay with respect to the Port Ludlow property and its motion is noted for hearing on Nov. 16, 2017. In its response to the motion, 1657 suggested it was prepared to use some of the proceeds of the Bellevue sale to make adequate protection payments to Veristone on the Port Ludlow note. The motion formally asks such authority. According to Veristone's motion for relief from stay, the note is contractually due for payments owed on and after Jan. 1, 2017. The first monthly interest payment due under the note was due Feb. 1, 2017 in the amount of $2408 for payment of interest accrued in January. A small amount of interest may also have accrued between the note date of Dec. 29, 2016 and Dec. 31, 2016 depending on what the date of closing was. 1657 wishes to use the Bellevue sale proceeds to pay Veristone at least $24,083 in interest that has accrued to date on the note at the nondefault rate (February through November 2017) and continue to pay monthly installments of interest at the nondefault rate $2408 per month commencing December 2017 until Veristone is paid in full. As stated in 1657's response, it is exploring options to refinance the Veristone debt and fully expects a refinance to be available in the near term. The balance of the sale proceeds will be maintained in 1657's account and will need to be available for payment of administrative expenses (utilities, insurance, US Trustee fees) as they become due and payable. here are no general unsecured creditors, priority creditors or other secured creditors to whom obligations are owed. About 1657 LLC 1657 LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 17-13110) on July 13, 2017, disclosing under $1 million in both assets and liabilities. Judge Marc Barreca presides over the case. The Debtor hired James E. Dickmeyer, PC, as counsel. 1776 AMERICAN: Sale of Houston Condo Unit 202 for $37K Approved --------------------------------------------------------------- Judge Karen K. Brown of the U.S. U.S. Bankruptcy Court for the Southern District of Texas authorized 1776 American Property IV, LLC and its affiliates to sell Staunton Street Partners, LLC's condominium unit 202 located at 6001 Reims Road, Houston, Texas to David Charles Howgego for $37,000. The broker commissions identified in the Contract are approved and will be paid at closing. The exception of the 2017 ad valorem tax lien, the sale of the Properties by the Debtor to the Purchasers 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 as exist under non-bankruptcy law. The sale of the Property by the Debtor to the Purchaser will be made "as is, where is" with no representations or warranties of any kind (except as to title). 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 as exist under non-bankruptcy law. All ad valorem tax liens on the Property will be paid at closing, and the seller's portion of all normal and customary closing costs and fees, including but not limited to the HOA's 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 P.C., 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 Houston Property to Aguilar for $137K Okayed ------------------------------------------------------------------- Judge Karen K. Brown of the U.S. U.S. Bankruptcy Court for the Southern District of Texas authorized 1776 American Property IV, LLC and its affiliates to sell Staunton Street Partners, LLC's single family residence located at 12014 Becca Crossing Way, Houston, Texas, also known as Lot 6, Block 2, Spears Crossing, to Jonathan Aguilar for $137,500. The broker commissions identified in the Contract are approved and will be paid at closing. The exception of the 2017 ad valorem tax lien, the sale of the Properties by the Debtor to the Purchasers 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 as exist under non-bankruptcy law. Integrity Bank will be the paid the $80,000 Release Price at closing. All ad valorem tax liens on the Properties will be paid at closing, and 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 net proceeds of the sale will be deposited into the Debtor's DIP account at Green Bank, and will be subject to the terms and conditions of the Agreed Final Order Authorizing Use of Cash Collateral and supplemental budget. 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 P.C., 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. 417 LACKAWANNA: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: 417 Lackawanna Avenue LLC 315 S Main Street Scranton, PA 18504-2546 Type of Business: 417 Lackawanna Avenue LLC operates a real estate agency in Scranton, Pennsylvania. Chapter 11 Petition Date: November 13, 2017 Case No.: 17-04686 Court: United States Bankruptcy Court Middle District of Pennsylvania (Wilkes-Barre) Judge: Hon. Robert N. Opel II Debtor's Counsel: Lisa M. Doran, Esq. DORAN & DORAN, P.C. 69 Public Square, Suite 700 Wilkes-Barre, PA 18701 Tel: 570 823-9111 Fax: 570 829-3222 E-mail: ldoran@dorananddoran.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Gerard T. Donahue, president. 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/pamb17-04686.pdf A GREENER GLOBE: Trustee Taps Mark Cyr as Accountant ---------------------------------------------------- The Chapter 11 trustee for A Greener Globe seeks approval from the U.S. Bankruptcy Court for the Eastern District of California to hire an accountant. Russell Burbank proposes to employ Mark Cyr, a certified public accountant, to prepare the Debtor's 2016 tax returns and pay him a flat fee of $1,600. Mr. Cyr does not hold or represent any interest adverse to the Debtor's estate, creditors or equity security holders, according to court filings. Mr. Cyr maintains an office at: Mark A. Cyr, CPA 5330 Primrose Drive, Suite 242 Fair Oaks, CA 95628 About A Greener Globe A Greener Globe is a California corporation qualified to do business as a non-profit public benefit corporation. Incorporated on Dec. 7, 1993, the Company was formed to operate recycling centers, provide educational materials and information on conservation and recycling, and provide employment for physically and mentally challenged individuals. A Greener Globe sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Cal. Case No. 16-21900) on March 28, 2016, estimating under $1 million in both assets and liabilities. The Debtor was represented by W. Steven Shumway, Esq. On June 14, 2015, the Court approved the Office of the U.S. Trustee's appointment of Russell K. Burbank as the Chapter 11 trustee. The trustee tapped Felderstein Fitzgerald Willoughby & Pascuzzi LLP as legal counsel; Diepenbrock Elkin Gleason LLP as special counsel; Burr, Pilger Mayer Inc. as accountant; Wallace-Kuhl & Associates as environmental consultant; and Business Debt Solutions Inc. as loan broker. No official committee of unsecured creditors has been appointed in the case. AA HOLDINGS-WINSTON-SALEM: Sale of All Assets for $2.3M Approved ---------------------------------------------------------------- Judge Laura T. Beyer of the U.S. Bankruptcy Court for the Western District of North Carolina authorized AA Holdings-Winston-Salem, LLC's sale of substantially all of its assets to Winston-Salem AL Investors, LLC for for $2,300,000. A hearing on the Motion was held on Oct. 31, 2017. The sale is free and clear of any and all liens, claims, encumbrances and interests. The sale of the Assets to AL Investors will close by Dec. 29, 2017. Upon entry of the Order, AL Investors will furnish $35,000 as a non-refundable binder pursuant to the AL Investors APA or as the parties may mutually agree. Should the sale of the Assets between the Debtor and AL Investors not close by Dec. 29, 2017, the Debtor may proceed with the sale of the Assets to Mainstay as contemplated in the Motion and as modified in the Order. Should AL Investors fail to close the purchase of the Assets by midnight on Dec. 29, 2017, then AL Investors will be in default of its obligations under the AL Investors APA; the binder placed by AL Investors would be forfeited to the Debtor; AL Investors' rights under the AL Investors APA would be forfeited; and, the Assets will be sold to Mainstay pursuant to the Mainstay APA and as modified in the Order. The Mainstay APA be and is approved as a back-up bid and the Assets will be sold to Mainstay Financial Services, LLC should AL Investors fail to close the sale of the Assets. Mainstay will have and acquire at closing good, valid and marketable title to the Property, and the Assets will be sold and conveyed to Mainstay free and clear of any and all liens, claims, encumbrances and interests. Upon receipt of $40,000 from the sale of the Assets, Cardinal Health will cancel Cardinal Lien against the Property and will be deemed to have waived and relinquished any claim to a deficiency against the Debtor's bankruptcy estate. Upon closing of the sale approved by the Order and the Bank of the Ozarks' receipt of the net proceeds of the sale of the Assets, the Bank of the Ozarks will cancel Ozarks Lien against the Property and will be deemed to have waived and relinquished any claim to a deficiency against the Debtor's bankruptcy estate. With the consent of Bank of the Ozarks, (i) the fees and costs associated with the sale contemplated in the Order will be surcharged provided the Debtor files the requisite fee applications for approval, (ii) the amounts expended are reasonable, and (iii) the expenditure conferred a direct benefit on all parties in interest. Following completion of the sale of the Assets, the Debtor will file a Report of Sale within 10 business days thereafter. Pursuant to 28 U.S.C. Section 1930 and the Chapter 11 Operating Order, all quarterly fees must be paid as they become due provided however, pursuant to the MOU, any fees disbursed through the sale of the Assets will be furnished through the sale of the Assets. The professional fees, commissions, costs, and expenses associated with the Motion will be surcharged pursuant to section 506 of the Bankruptcy Code. Any stay that would otherwise be applicable pursuant to Bankruptcy Rule 6004(h) will be and is waived. About AA Holdings-Winston-Salem Headquartered at 5615 Closeburn Rd., Charlotte, North Carolina, AA Holdings-Winston-Salem, LLC owns a fee simple interest in a real property located at 2900 Reynold Park Driver, Winston Salem, North Carolina valued at $2.25 million. AA Holdings-Winston-Salem, LLC sought Chapter 11 protection (Bankr. W.D. N.C. Case No. 17-31083) on June 29, 2017. The case is assigned to Judge Laura T. Beyer. The Debtor estimated assets at $3.20 million and liabilities at $5.10 million. The Debtor tapped John C. Woodman, Esq., at Sodoma Law, P.C. as counsel. A. Burton Shuford, Esq. serves as general bankruptcy counsel. The petition was signed by David T. DuFault, its manager. He has been appointed Administrator CTA of the Estate of Clifford E. Hemingway, Estate File No. 16-E-3443, in the Office of the Clerk of Superior Court of Mecklenburg County, North Carolina. ADVANCED SOLIDS: Stallion Rockies Six Auger Tanks for $174K ----------------------------------------------------------- Advanced Solids Control, LLC, asks the U.S. Bankruptcy Court for the Western District of Texas to authorize the sale of six Auger tanks: Auger Tank MT 1012, Auger Tank MT 1013, Auger Tank MT 1003, Auger Tank MT 1002, and 2 Auger tanks without serial numbers, to Stallion Rockies, Ltd. for $174,000 ($29,000 each). Objections, if any, must be filed within 21 days from the date of service. The Debtor believes the sales price set approximates the market value of the items proposed to be sold. The Debtor proposes to sell the personal property to Stallion for a lump sum cash payment in the amount of $174,000 ($29,000 each for six Auger tanks). The sale is "as is, where is," and free and clear of all liens, claims and encumbrances. It has sold/leased personal property (equipment) to Stallion Oilfield Services, Ltd., an entity related to the Buyer, during the course of the bankruptcy case. One of the six Auger tanks proposed to be sold, MT 1002, is presently being leased by the Debtor to Stallion Oilfield, which entity will remain responsible for paying the required rental amounts to the Debtor up and until the closing of the sale to the Buyer as proposed. All items proposed to be sold herein are pledged as collateral to WTF Rentals, LLC. WTF Rentals filed its secured Proof of Claim No. 26 in the amount of $3,263,549 on April 10, 2017, with the appropriate security documents supporting its secured claim attached to the Proof of Claim. The amount owing to WTF Rentals has been reduced to the amount of $2,212,574 (assuming the sale approved by the Court to Portable Mud Solutions on Oct. 23, 2017 closed). The Debtor believes that the proposed sale of the equipment generates a reasonable value based upon the assets proposed to be sold and their marketability. It has been marketing the equipment to a number of parties, several of whom toured the equipment at the Debtor's yard in New Mexico. An appraisal of the equipment has been performed for WTF Rentals, LLC which supports the proposed sales price set forth. Much of the equipment needs repairs/refurbishment to bring it into working condition. The proceeds from the sale are to be paid to WTF Rentals as a partial payment on its secured claim. About Advanced Solids Control Advanced Solids Control, LLC, is an oilfield service company specializing in solids control for land-based oil and gas drilling operations. Advanced Solids sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 16-52748) on Dec. 2, 2016. W. Lynn Frazier, managing member, signed the petition. The Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. William R. Davis, Jr., Esq., at Langley & Banack, Inc., serves as bankruptcy counsel to the Debtor. Pena and Grillo PLLC serves as special counsel. AEMETIS INC: Harold Sorgenti Quits as Director ---------------------------------------------- Harold Sorgenti, a member of the Board of Directors of Aemetis, Inc. since 2007 and a member of the Governance, Compensation and Nominating Committee and Audit Committee thereof, notified the Company of his resignation from the Board for personal reasons, effective Nov. 6, 2017. Mr. Sorgenti did not advise the Company of any disagreement with the Company on any matter relating to its operations, policies or practices, according to a Form 8-K report filed with the Securities and Exchange Commission. About Aemetis Headquartered in Cupertino, California, Aemetis -- http://www.aemetis.com/-- is an advanced renewable fuels and biochemicals company focused on the acquisition, development and commercialization of innovative technologies that replace traditional petroleum-based products by the conversion of ethanol and biodiesel plants into advanced biorefineries. Founded in 2006, Aemetis owns and operates a 60 million gallon-per-year ethanol production facility in the California Central Valley near Modesto. Aemetis also owns and operates a 50 million gallon per year renewable chemical and advanced fuel production facility on the East Coast of India producing high quality distilled biodiesel and refined glycerin for customers in India and Europe. Aemetis holds a portfolio of patents and related technology licenses for the production of renewable fuels and biochemicals. Aemetis reported a net loss of $15.63 million in 2016 and a net loss of $27.13 million in 2015. As of Sept. 30, 2017, Aemetis had $96.33 million in total assets, $167.87 million in total assets and a total stockholders' deficit of $71.54 million. AEMETIS INC: Reports $8.21 Million Net Loss for Third Quarter ------------------------------------------------------------- Aemetis, Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss of $8.21 million on $38.93 million of revenues for the three months ended Sept. 30, 2017, compared to a net loss of $4.09 million on $39.37 million of revenues for the same period a year ago. The Company reported a net loss of $22.73 million on $111.27 million of revenues for the nine months ended Sept. 30, 2017, compared to a net loss of $14.19 million on $105.76 million of revenues for the nine months ended Sept. 30, 2016. As of Sept. 30, 2017, Aemetis had $96.33 million in total assets, $167.87 million in total assets and a total stockholders' deficit of $71.54 million. During the third quarter of 2017, year over year revenues for North America increased to $36.0 million from $33.9 million, while year over year revenues for India were lower due to the introduction of India's Goods and Service Tax as well as a delay in the ramp up of India biodiesel deliveries to BP under a three-year supply agreement signed in the second quarter of 2017. Overall revenues decreased slightly during the third quarter of 2017 compared with the third quarter of 2016. "During the third quarter of 2017, North America revenues grew 6.2% year over year," stated Eric McAfee, Chairman and CEO of Aemetis. "The production equipment installation and commissioning for the first phase of the patent-pending enzymatic biodiesel technology has been completed at our Kakinada plant and commercial yields have been achieved using low cost, low carbon feedstock. This production upgrade required more than two years of process development in cooperation with enzyme supplier Novozymes, resulting in a sustainable cost advantage in both domestic and export markets that in the fourth quarter of 2017 is expected to result in shipment increases to both BP and our existing bulk customers in India." Research and development costs, including costs associated with the cellulosic ethanol initiative, particularly the operation of the Integrated Demonstration Unit, were $1.9 million for the third quarter of 2017, compared with expenses of $87,000 during the same quarter of 2016. Selling, general and administrative expenses remained constant at $3.2 million during the third quarters of both 2016 and 2017. Included in the selling, general and administrative expense for the third quarter of 2017 was $131,000 of costs associated with Goodland Advanced Fuels, Inc. Operating loss was $3.1 million for the third quarter of 2017, compared to an operating income of $357,000 for the third quarter of 2016. Net loss attributable to Aemetis, Inc. was $7.5 million for the third quarter of 2017, compared to a net loss of $4.1 million for the third quarter of 2016. Interest expense during the third quarter of 2017 was $5.1 million, compared to $4.5 million during the third quarter of 2016. Included in interest expense for the third quarter of 2017 was $584 thousand of costs associated with Goodland Advanced Fuels, Inc. Cash at the end of the third quarter of 2017 was $1.7 million compared to $1.5 million at the end of the fourth quarter of 2016. Aemetis reported a net loss of $15.63 million in 2016 and a net loss of $27.13 million in 2015. A full-text copy of the Form 10-Q is available for free at: https://is.gd/k20B5I About Aemetis Headquartered in Cupertino, California, Aemetis -- http://www.aemetis.com/-- is an advanced renewable fuels and biochemicals company focused on the acquisition, development and commercialization of innovative technologies that replace traditional petroleum-based products by the conversion of ethanol and biodiesel plants into advanced biorefineries. Founded in 2006, Aemetis owns and operates a 60 million gallon-per-year ethanol production facility in the California Central Valley near Modesto. Aemetis also owns and operates a 50 million gallon per year renewable chemical and advanced fuel production facility on the East Coast of India producing high quality distilled biodiesel and refined glycerin for customers in India and Europe. Aemetis holds a portfolio of patents and related technology licenses for the production of renewable fuels and biochemicals. AIR CANADA: S&P Alters Outlook to Pos on Improving Credit Measures ------------------------------------------------------------------ S&P Global Ratings said it revised its outlook on Air Canada to positive from stable. At the same time, S&P Global Ratings affirmed its 'BB-' long-term corporate credit rating on the company. In addition, S&P affirmed its 'BB+' issue-level rating on Air Canada's credit facility, term loan, and secured notes. The '1' recovery rating on the debt is unchanged, and indicates our expectation of very high (90%-100%; rounded estimate 95%) recovery in default. S&P Global Ratings also affirmed its 'BB-' issue-level rating on the company's unsecured debt. The '3' recovery rating on the debt (50%-70% expected recovery; rounded estimate 65%) is unchanged. Finally, S&P Global Ratings affirmed its various ratings on Air Canada's enhanced equipment trust certificates (EETCs). The outlook revision reflects the increased potential for an upgrade with continued improvement in the company's credit metrics, especially funds from operations (FFO)-to-debt and free operating cash flow (FOCF)-to-debt. Air Canada already generates FFO-to-debt exceeding 30%, but we await further improvement in but FOCF-to-debt. S&P believes this ratio should improve above 10%, but could be tempered in the next 12 months based on higher capital investments. In particular, through 2018, Air Canada will be replacing some of its narrow-body A320 fleet with 16 new B737-MAX8s. However, Air Canada generated about C$2.6 billion in adjusted EBITDA and 17.5% in EBITDA margin for the 12 months ended Sept. 30, 2017, due to cost-cutting initiatives and significant capacity growth since 2016. Also, the company's fleet flexibility, its geographic diversity, and management's focus on sixth freedom travelers and operating efficiency initiatives should allow Air Canada to sustain its profitability through 2018. "The positive outlook reflects the potential for an upgrade if we believe that Air Canada will keep its adjusted FOCF-to-debt over 10% next 12 months despite its planned 2018 capital expenditures. The outlook also reflects our expectation that Air Canada will maintain its strong EBITDA and EBITDA margin generation through this period. "We could raise the ratings in the next 12 months if increasing cash flow results in Air Canada sustaining adjusted FFO-to-debt of more than 30% and adjusted FOCF-to-debt exceeding 10%, and we believe the ratios will stay at those levels. "We could revise the outlook to stable if we believe the company's credit metrics are weakening and FFO-to-debt falls below 30%. We could also consider an outlook revision if the company's profitability metrics deteriorate, either due to higher-than-expected costs or the negative impact of industry headwinds on Air Canada's operating results." ALAMO TOWERS: Taps H. Anthony Hervol as Legal Counsel ----------------------------------------------------- Alamo Towers-Cotter, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to hire the Law Office of H. Anthony Hervol as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; assist in the preparation of a plan of reorganization; and provide other legal services related to its Chapter 11 case. Hervol will charge an hourly fee of $285 to be applied against a retainer of $20,000. The firm also required the Debtor to make a deposit of $1,717 for costs and filing fee, and a deposit of $2,283 to defray postage and noticing costs. Anthony Hervol, Esq., disclosed in a court filing that he is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Anthony H. Hervol, Esq. Law Office of H. Anthony Hervol 4414 CenterviewDr, Suite 200 San Antonio, TX 78228 Tel: (210) 522-9500 Fax: (210) 522-0205 Email: hervol@sbcglobal.net About Alamo Towers-Cotter LLC Alamo Towers-Cotter, LLC owns an eight-story low-rise building in San Antonio, Texas. Located at the heart of the north central office market, the 198,452-square-foot Alamo Towers is centrally accessible to all key activities in the city. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Texas Case No. 17-52599) on November 6, 2017. Marcus P. Rogers, administrator of the Estate of James F. Cotter, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets and liabilities of $10 million to $50 million. Judge Craig A. Gargotta presides over the case. ALL TERRAIN: Case Summary & Unsecured Creditor ---------------------------------------------- Debtor: All Terrain LLC 335 N 2149 E St Anthony, ID 83445-5625 Type of Business: Headquartered in Saint Anthony, Idaho, All Terrain LLC provides home moving services. The company's moving services include crane and rigging, historic preservation, building/heavy equipment, residential moving, doublewide moving, and commercial moving. The company is affiliated with Hathaway Homes Group LLC, a dealer of recreational vehicle and manufactured homes in South East Idaho. Hathaway Homes sought bankruptcy protection on Nov. 10, 2017 (Bankr. D. Id. Case No. 17-40992). Chapter 11 Petition Date: November 13, 2017 Case No.: 17-40999 Court: United States Bankruptcy Court District of Idaho (Pocatello) Judge: Hon. Jim D Pappas Debtor's Counsel: Jay A Kohler, Esq. KOHLER LAW OFFICE 482 Constitution Wy #313 Idaho Falls, ID 83402 Tel: (208) 524-3272 E-mail: cindy@kohlerlawif.com jaykohler@live.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Paul J Hathaway, member/manager. The Debtor's list of top 20 unsecured creditors has a single entry: TAG Lending, LLC, PO Box 4689, Logan, UT 84323-4689, holding a claim of $3.67 million. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/idb17-40999.pdf ALUMINUM EXTRUSIONS: Larson Buying All Assets for $6.3 Million -------------------------------------------------------------- Aluminum Extrusions, Inc., asks the U.S. Bankruptcy Court for the Northern District of Mississippi to authorize the sale of all or substantially all assets outside the ordinary course of business to Larson Manufacturing of South Dakota, Inc. for $6,300,000, subject to overbid. During the past several years, the Debtor has incurred significant operating losses. For the two year period prior to the Petition Date, it has attempted to obtain a capital infusion for the business or, alternatively, a sale of the business in order to resolve its difficult financial situation. Unfortunately, those efforts were not successful. Through the efforts of its financial and sale advisor, Equity Partners HG, LLC ("EP") and its management, the Debtor has pursued extensive marketing of the business and various expressions of interest have been received. The Debtor received several bids prior to the First Bid Deadline for the Debtor's entire business which complied with the terms of the Order. Additionally, it received other expressions of interest for all or part of its business but no formal offers were made by such other parties prior to the First Bid Deadline. Based on the advice of Ken Mann and Matt LoCascio of EP, and after consultation with the Committee, the Debtor has considered all of the various purchasers and alternative actions that could be taken. Based on the foregoing sale efforts, and its inability to secure alternative financing, the Debtor has entered into an Asset Purchase Agreement with Larson to sell the assets of its business as a going concern. Larson proposes to purchase all of the Debtor's right, title, and interest in its facilities, real estate, contracts, equipment, accounts receivable, intangible assets, inventory, and miscellaneous assets, and excluding the Excluded Assets. The purchase price will be $6,300,000, which price will be allocated among the assets as set forth in Schedule 3 to the Agreement. Pursuant to the terms of the Court's Order Granting Debtor's Motion for An Administrative Order Approving Sale and Bid Procedure Pursuant to Sections 105(a), 363 and 365 of the Bankruptcy Code, the Debtor has designated Larson as a Stalking Horse Bidder. The Debtor has determined that sale of the assets to Larson pursuant to the Agreement would be in the best interest of the Debtor and its estate and would maximize value of the assets of the Debtor by continuing the business and the employment of approximately 70 employees. Although Larson is not expressly required to retain all employees pursuant to the Agreement, it is anticipated that substantially all of the Debtor's employees will be offered continued employment with Larson. At present, the Debtor projects that it will have fully drawn upon its post-petition financing in order to continue operations through the earlier of closing or Dec. 31, 2017. In the absence of a sale, it is anticipated that additional post-petition financing may be needed to continue operating the business. Absent additional financing, it will be difficult for the Debtor to maintain or expand its current business, thus expediting the sale is of significant importance to the estate and its creditors. The Debtor owns one parcel of real estate and various inventory, machinery, vehicles and equipment located in Senatobia, Mississippi, which will be sold pursuant to the Agreement. The Debtor is a party to two equipment leases which will be assigned to Larson. As of the filing of the Motion, the Debtor is current in all of its lease obligations under all of its leases. Larson intends to assume the Debtor's forklift lease with Crown Credit Company and its copier lease with Konica/ Minolta. In addition, the Debtor is a party to open and undelivered customer orders. Pursuant to the Agreement, Larson reserves the right to determine which customer orders, it seeks to assume up until the later of the Second Bid Deadline or Auction to be held pursuant to the Order. In order to realize any ongoing concern value with respect to the Debtor's business, it is necessary for a sale to be closed within 14 days after entry of a final order approving the sale as set forth in the Order. Pursuant to the Agreement, it is anticipated that Closing will occur on or prior to Dec. 22, 2017, unless otherwise agreed to by the parties. Because of the Debtor's current operating difficulties and projected liquidity shortfalls, it is not feasible to sell the business in the context of a plan of reorganization. Subject to the provisions of the Order which contemplate competing bids at the Auction to take place if there are competing bidders after the Second Bid Deadline, the Debtor believe that the proposed Agreement is in the best interest of the Debtor, its estate, and its creditors. Due to the expedited nature of the Motion and as contemplated by the Order, the Debtor believes it is in its best interest and its estate that other prospective purchasers be given an opportunity to submit higher and better offers on substantially the same terms and conditions provided in the proposed Agreement with Larson. The Order and the proposed Agreement contemplate the possibility of other bids for all the assets of the Debtor and requires that any initial overbid (for all of the Purchased Assets) be in a minimum amount of 5% over the bid of Larson and be accompanied by a deposit of 10% of proposed bid. The initial bid at the Auction, if held, will be in an increment of at least 5% of the announced initial highest and best Qualified Bid as defined in the Order, with subsequent bids being to be determined by EP and the Debtor in accordance with the Order. Competing bidders must comply with the provisions of the Order relating to bid procedures. A copy of the APA attached the Motion is available for free at: http://bankrupt.com/misc/Aluminum_Extrusions_150_Sales.pdf The Debtor has given notice of the Motion to all notice parties. The proceeds of any sale will be subject to and impressed with the duly perfected first priority security interests and liens of the Secured Lenders, and the net proceeds, after payment of regular and customary closing costs, recording fees to the extent applicable, and any amounts required to be paid pursuant to the Agreement, will be disbursed at closing as follows: (a) first to the payment of commission and expenses of Equity Partners, HG, LLC; (b) second to the fees and expenses of the professionals employed by the Debtor and the Committee; (c) third to the Secured Lenders based on the allocation of purchase price set forth in Schedule 3 to the Agreement, without prejudice to the rights of the Committee or an interested party to challenge the security interest of such Secured Lenders to the extent such rights have been preserved by prior order of the Court, and (d) any remaining net proceeds will be paid to the Debtor. The Debtor prays that, after an expedited hearing, the Court approves the APA between the Debtor and Larson, or any substitute purchaser as the Court may approve, and the assumption and assignment of leases in connection therewith, and that the Court awards the Debtor such other relief to which they may be entitled. The Purchaser: LARSON MANUFACTURING OF SOUTH DAKOTA, INC. 2333 Eastbrook Drive Brokkings, SD 57006 Facsimile: (605) 696-6222 E-mail: William R. Retterath About Aluminum Extrusions, Inc. Established in 1993, Aluminum Extrusions Inc. -- http://aluminumextrusionsinc.com/-- offers services that range from extrusion, painting, fabrication, packaging and shipping of aluminum. Its facility is located in Senatobia, Mississippi, and 30 miles south of Memphis, Tennessee. Aluminum Extrusions sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Miss. Case No. 17-12693) on July 21, 2017. John C. King, president, signed the petition. At the time of the filing, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Jason D. Woodard presides over the case. The Debtor hired Michael P. Coury, Esq. at Glankler Brown, PLLC as its legal counsel. Equity Partners HG, LLC, serves as financial consultant. On Aug. 29, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee has retained Michael Best & Friedrich LLP as lead counsel; and Milam Law PA as local counsel. National CRS, LLC, serves as financial advisor. No trustee or examiner has been appointed in the Debtor's case. ARCHITECTURAL MATERIALS: Taps Ted Smith as Accountant ----------------------------------------------------- Architectural Materials Co. seeks approval from the U.S. Bankruptcy Court for the Western District of Missouri to hire Ted Smith, CPA LLC as its accountant. The firm will, among other things, conduct an analysis of the Debtor's cash management and accounts receivable procedures; prepare its monthly operating reports; and assist in the preparation of tax returns. Ted Smith, a certified public accountant, will charge an hourly fee of $175. Other professionals who may assist him bill at the hourly rates of $75 to $85. Mr. Smith disclosed in a court filing that his firm does not represent any interest adverse to the Debtor. The firm can be reached through: Ted Smith Ted Smith, CPA LLC 5240 N. Town Centre Drive, Suite 102-A Ozark, Missouri 65721 Phone: +1 417-449-4064 About Architectural Materials Based in Springfield, Missouri, Architectural Materials Co. filed its voluntary petition for relief under Chapter 11 (Bankr. W.D. Mo. Case No. 17-60887) on August 14, 2017, listing under $1 million in both assets and liabilities. The Debtor is represented by David E. Schroeder at David Schroeder Law Office, P.C. ATLANTA GROTNES: Taps Reliant as Real Estate Broker --------------------------------------------------- Atlanta Grotnes Machine Company seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire a real estate broker. The Debtor proposes to employ Reliant Real Estate Partners, LLC in connection with the sale of its properties, which include a commercial building and land, located at 305 Selig Drive, Atlanta, Georgia. Reliant will receive a commission of 4% of the gross sales price if it sells the property. If there is a co-broker, the commission will be 5% to be split evenly between the brokers. Kevin Randolph, an associate of Reliant, disclosed in a court filing that he and his firm do not hold or represent any interest adverse to the Debtor or its estate. The firm can be reached through: Kevin Randolph Reliant Real Estate Partners, LLC Two Piedmont Center 3565 Piedmont Road, Suite 740 Atlanta, GA 30305 Phone: 404-760-7180 Fax: 404-760-7187 About Atlanta Grotnes Machine Company Atlanta Grotnes Machine Company filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ga. Case No. 17-61383) on June 30, 2017. The petition was signed by Alan Grotnes, vice-president, operations. The Debtor disclosed total assets of $1.21 million as of June 29, 2017 and total liabilities of $2.23 million as of June 29, 2017. Scroggins & Williamson, P.C. represents the Debtor as counsel. AVAYA INC: Unveils Members of Board of Directors After Ch.11 Exit ----------------------------------------------------------------- Avaya Holdings Corp. has announced the members selected to serve on the Company's Board of Directors (the Board) upon its emergence from chapter 11 as a public company. Subject to confirmation and consummation of the Company's Second Amended Plan of Reorganization (the Second Amended Plan), the post-emergence Board will consist of the following Directors: Jim Chirico is Avaya's current President and Chief Executive Officer and formerly its Chief Operating Officer. Prior to Avaya, he served as Executive Vice President of Global Operations, Development and Manufacturing for Seagate Technology, a publicly-traded provider of electronic data storage technologies and systems. Ronald A. Rittenmeyer is the Executive Chairman and Chief Executive Officer at Tenet Healthcare, a diversified health care services company. Previously, Mr. Rittenmeyer was the Chairman, President and Chief Executive Officer of Electronic Data Systems, a leading global provider of information technology services, business process outsourcing and applications services. He also serves as a Director on the Boards of American International Group, QuintilesIMS and Tenet Healthcare. Stephan Scholl is the President at Infor, a privately held provider of enterprise software products and services. Prior to Infor, he was the President and Chief Executive of enterprise software provider Lawson Software and helped lead Lawson's merger with Infor in 2012. Mr. Scholl has also held various leadership roles at Oracle Corporation. Susan L. Spradley is a Partner in the Tap Growth Group, a senior executive consulting firm focused on helping new ventures and Fortune 500 companies drive growth. Previously, Ms. Spradley served in multiple senior executive roles at Viavi Solutions (formerly JDSU Corporation). She also serves as a Director on the Board of Qorvo, a publicly-traded global provider of radiofrequency systems and semiconductor technologies. Stanley J. Sutula III is the Executive Vice President and Chief Financial Officer of Pitney Bowes, a publicly-traded business-to-business provider of equipment, software and services. Prior to Pitney Bowes, Mr. Sutula held the roles of Vice President and Controller and also Vice President and Treasurer at IBM. Scott D. Vogel is the Managing Member of Vogel Partners LLC, a private investment firm. Mr. Vogel also serves as a Director on the public company Boards of Arch Coal, Key Energy Services and Bonanza Creek Energy. Previously, Mr. Vogel was a Managing Director at Davidson Kempner Capital Management from 2002 to 2016. William D. Watkins was most recently Chairman and Chief Executive Officer of Imergy Power Systems, a privately held energy storage solutions company. He also serves as a Director on the Boards of FLEX LTD., an electronics design manufacturer, and Maxim Integrated Products, a manufacturer of linear and mixed-signal integrated circuits. Earlier in his career he served as Chief Executive Officer and Director of Seagate Technology from 2004-2009. "These highly accomplished executives have knowledge and experience highly relevant to the markets in which we compete," said Mr. Chirico. "In addition, their strong and diverse mix of business skills and industry insights will help position Avaya for long-term success as a public company and grow shareholder value. I look forward to drawing on their expertise upon emergence." The current Board of Directors is expected to remain in place until the new Board assumes its responsibilities upon emergence from chapter 11. A hearing to consider confirmation of Avaya's Second Amended Plan by the U.S. Bankruptcy Court for the Southern District of New York is scheduled to commence on November 28, 2017. 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. LANE INC: Case Summary & 30 Largest Unsecured Creditors ---------------------------------------------------------- Lead Debtor: B. Lane, Inc. d/b/a Fashion to Figure The Mill at Jersey Gardens 651 Kapkowski Rpad, #1446 Elizabeth, NJ 07201 Type of Business: B. Lane, Inc., d/b/a Fashion to Figure operates as a retailer of plus size fashion apparel for women. The company sells dresses, denim, jumpsuits & rompers, accessories, tops, bottoms, and jackets with store locations in Connecticut, Delaware, Georgia, Maryland, Massachusetts, New Jersey, and New York. Web site: https://www.fashiontofigure.com/ Chapter 11 Petition Date: November 13, 2017 Debtor affiliates that filed Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- B. Lane, Inc. 17-32958 FTF NJ LLC 17-32961 FTF CT LLC 17-32962 FTF DE LLC 17-32964 FTF GA LLC 17-32965 FTF MA LLC 17-32968 FTF MD LLC 17-32969 Court: United States Bankruptcy Court District of New Jersey (Newark) Judge: Hon. John K. Sherwood Debtors' Counsel: Kenneth A. Rosen, Esq. LOWENSTEIN SANDLER LLP One Lowenstein Drive Roseland, NJ 07068 Tel: 973-597-2500 Fax: 973-597-2400 Email: krosen@lowenstein.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Michael Kaplan, chief executive officer. A full-text copy of B. Lane, Inc.'s petition is available for free at http://bankrupt.com/misc/njb17-32958.pdf Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Trac Fashion Trade Debt $507,394 1100 S. San Pedro St. ‐ Unit N‐09 Los Angeles, CA 90015 Sang Kim, Fashion & People, Inc. d/b/a TRAC 2019 E. 48th Street Vernon, CA 90058 Tel: (323) 588‐0300 Fax: (323) 588‐0315 Email: sangkim@tracfashion.com Haute Fox, Inc. Trade Debt $430,756 800 E. 12th St., Ste 119 Los Angeles, CA 90021 Lisa Song Haute Fox, Inc. 800 E. 12th St., Ste 119 Los Angeles, CA 90021 Tel: (213) 493‐4200 Email: lisa@hautefox.com Alexander's Kings Plaza LLC Lease $406,277 401 Wilshire Blvd., Suite 700 Santa Monica, CA 90401 Macerich Tel: (310) 394‐6000 Email: kingsplazaar@Macerich.com Fashion Queen Mania Trade Debt $371,909 800 E. 12th St. #402 Los Angeles, CA 90021 Jenna Park Tel: (213) 788‐7310 Email: jenna102702@hotmail.com Cameo Trade Debt $231,799 Email: fashioncameo@hotmail.com Zenobia Trade Debt $226,477 Email: zenobiafs@gmail.com HUI Garment Exports Co. Ltd. Trade Debt $202,974 Email: zack@sixdegreesfashion.com.au Main Street Loungewear Trade Debt $192,696 Email: shalom_mizrahi@msn.com Mai Tai (Soprano Wear) Trade Debt $185,450 Email: peter@sopranowear.com Jalate Trade Debt $180,495 Email: dennis@jalate.com Capacity LLC Services $180,005 Email: jkaiden@capacityllc.com Aptos Trade Debt $175,618 Email: fdilonardo@aptos.com American Express Corporate Card Trade Debt $151,553 Email: Michael.D.Diamond@aexp.com Squeem Trade Debt $148,667 Email: thiago.pasos@squeem.com Janette Plus Trade Debt $147,656 Email: lucy@janetteplus.com Cherry Hill Mall Lease $139,471 Email: machionj@preit.com Green Acres Mall LLC Lease $134,088 Email: greenacresar@Macerich.com Braintree Property Association Lease $133,744 Email: pwilliams@simon.com Annapolis Mall LP Lease $130,673 Email: mchapina@westfield.com A3 Apparel Trade Debt $129,788 Email: Peter@a3apparel.com Wheaton Plaza Regional Lease $121,264 Shopping Center LLP Email: mchapina@westfield.com Pro Series Apparel Trade Debt $120,064 Email: CGagliardi@manhattaninc.com The Connecticut Post Limited Trade Debt $119,548 Partnership Email: ar@centennialrec.com Charles Mall Company Limited Lease $111,889 Partnership Email: pwilliams@simon.com Mayflower Square One, LLC Lease $96,399 Email: pwilliams@simon.com Lawrence Associates Lease $94,629 Email: pwilliams@simon.com Bowie Mall Company, LLC Lease $93,026 Email: wayne.mills@washingtonprime.com Town Center at Cobb, LLC Lease $92,779 Email: pwilliams@simon.com 88 International Inc. Trade Debt $81,544 Email: DenimGuy2000@aol.com Arundel Mills, LP Lease $80,921 Email: pwilliams@simon.com BAMBI HERRERA-EDWARDS: Bound by 5% Management Fee ------------------------------------------------- In the appeals case captioned BAMBI ALICIA HERRERA-EDWARDS, Appellant, v. BERNARD EDWARDS COMPANY, LLC and JESS S. MORGAN & CO., INC., Appellees, Case No. 8:17-cv-328-T-36 (M.D. Fla.), District Judge Charlene Edwards Honeywell affirmed the bankruptcy court's findings of facts, conclusions of law, and final judgment; and affirmed its order denying Edwards' motion for a new trial. After the death of her husband, Edwards began receiving substantial income from his music copyrights pursuant to the terms of a 1997 settlement agreement. By 2012, Edwards' financial difficulties prompted her to file a Chapter 11 bankruptcy petition. Apparently no longer satisfied with the terms of her settlement, Edwards attempted to re-write its terms in bankruptcy court by (1) acquiring administration rights to the copyrights, (2) obtaining a share of her late husband's royalty income, and (3) eliminating a perpetual 5% management fee. After a six-day trial, the bankruptcy court held that the 1997 settlement agreement was controlling as written and denied Edwards' claims. Edwards' first issue on appeal challenges the bankruptcy court's denial of her motion to reject the Co-Publishing Agreement. In her motion to reject, Edwards argued that rejecting the executory portions of the Co-Publishing Agreement--most critically, the grant of the exclusive right to administer the copyrights--would allow her to receive an advance that could be used to pay her creditors more expeditiously. The bankruptcy court denied the motion, holding that Edwards could not reject the Co-Publishing Agreement in order to obtain administration rights because she never held administration rights in the first place. In reaching this decision, the bankruptcy court observed that rejection would not allow Edwards to avoid a right that had already vested in another party, nor would it allow the court to re-write or invalidate portions of the Settlement Agreement, which was a related and binding agreement. Because the Settlement Agreement expressly provided that Edwards had no administration rights, and because the copyright assignments expressly conveyed administration rights to the six trusts, and then to BEC, the bankruptcy court held that rejection could not be used to vary the parties' legal status. On appeal, Edwards asserts that the bankruptcy court never reached the merits of the rejection issue--by which Edwards appears to mean that the bankruptcy court never addressed whether rejection would benefit the estate. Upon review, the Court finds that the bankruptcy court correctly held that a motion to reject may not be used to alter the parties' substantive rights and liabilities. The Court, therefore, affirms the bankruptcy court's denial of the motion to reject. Edwards' second issue on appeal challenges the bankruptcy court's holding that she is not entitled to a portion of Mr. Edwards' artist and producer royalties. In rejecting that claim, the bankruptcy court relied on the Settlement Agreement, which gave Edwards "a 37-1/2 percent participation in the income stream from the copyrights owned" by the estate. As the bankruptcy court accurately observed, the Settlement Agreement does not give Edwards any royalty income; it only gives her a share of the copyright income. The bankruptcy court concluded that "copyright" is a "well-understood term" that does not include income from sources other than the compositions themselves. In support, the bankruptcy court cited the testimony of both copyright experts. Rejecting Edwards' arguments, the Court affirms the bankruptcy court's decision that Edwards' 37.5% interest in the income stream from the copyrights does not include any income from artist and producer royalties. The Court, therefore, need not address the parties' remaining arguments regarding the statute of limitations. In her final issue on appeal, Edwards argues that the bankruptcy court erred by finding that Jess S. Morgan & Co., Inc. is entitled to collect a 5% fee and that JSM holds a valid 5% lien on the copyright income. Edwards raises two weak challenges on appeal and she cites no fact in the record to support her assertion, and she, therefore, fails to demonstrate error. Based on the foregoing, the Court affirms the bankruptcy court's decision that Edwards is bound by the 5% fee and that JSM's 5% lien is valid. The Clerk is directed to close this case and the three-member cases, 8:17-cv-331-CEH, 8:17-cv-330-CEH, 8:17-cv-329-CEH. A full-text copy of Judge Honeywell’s Opinion and Order dated Nov. 1, 2017, is available at https://is.gd/FQpKKf from Leagle.com. Bambi Alicia Herrera-Edwards, Appellant, represented by Adam Lawton Alpert, Bush Ross, PA. Bambi Alicia Herrera-Edwards, Appellant, represented by Bryan D. Hull, Bush Ross -- bhull@bushross.com -- PA, Jeffrey Wayne Warren -- jwarren@bushross.com -- Bush Ross, PA & Lauren B. Rehm, -- lrehm@bushross.com -- Bush Ross, PA. Bernard Edwards Company, LLC, Appellee, represented by Andrew V. Layden -- alayden@bakerlaw.com -- Baker & Hostetler, LLP, Brandon Thomas Crossland -- bcrossland@bakerlaw.com -- Baker & Hostetler, LLP, Jimmy D. Parrish -- jparrish@bakerlaw.com -- Baker & Hostetler, LLP, Tiffany Deborah Payne -- tpaynegeyer@bakerlaw.com -- Baker & Hostetler, LLP & Wendy Cramer Townsend -- wtownsend@bakerlaw.com -- Baker & Hostetler, LLP. Jess S. Morgan & Co., Inc., Appellee, represented by Andrew V. Layden, Baker & Hostetler, LLP, Brandon Thomas Crossland, Baker & Hostetler, LLP, Jimmy D. Parrish, Baker & Hostetler, LLP, Tiffany Deborah Payne, Baker & Hostetler, LLP & Wendy Cramer Townsend, Baker & Hostetler, LLP. BARTON FOOD: Taps Barron & Newburger as Legal Counsel ----------------------------------------------------- Barton Food Mart, Inc. has filed an amended application seeking approval from the U.S. Bankruptcy Court for the Western District of Texas to hire Barron & Newburger, P.C. as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; assist in the preparation of a plan of reorganization; and provide other legal services related to its Chapter 11 case. Barbara Barron, Esq., and Stephen Sather, Esq., the attorneys who will be handling the case, will each charge an hourly fee of $495. The hourly rates for other attorneys at the firm range from $175 to $475. Support staff charge between $40 and $100 per hour. Barron & Newburger received a retainer from the Debtor in the sum of $10,000. Mr. Sather disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Barron & Newburger can be reached through: Stephen W. Sather Barron & Newburger, PC 7320 N. Mopac Expy., Suite. 400 Austin, TX 78731 Phone: 512-476-9103 Fax: 512-279-0310 About Barton Food Mart Based in Austin, Texas, Barton Food Mart, Inc. filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 17-10963) on August 2, 2017. Imtiyaz Dhuka, president, signed the petition. The Debtor estimated less than $1 million in both assets and liabilities. Stephen W. Sather, Esq., at Barron & Newburger, P.C. represents the Debtor as counsel. The Debtor hired Gammon Law Office, PLLC as special counsel. BASSETT BUILDING: Seeks Approval to Hire Bookkeeper --------------------------------------------------- Bassett Building, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire a bookkeeper. The Debtor proposes to employ Irma Ochoa to prepare its payroll tax forms and monthly operating reports, and pay the bookkeeper an hourly fee of $600 for her services. Ms. Ochoa disclosed in a court filing that she is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. About Bassett Building Inc. Bassett Building Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 17-14358) on November 2, 2017. At the time of the filing, the Debtor disclosed that it had estimated assets and liabilities of less than $500,000. Judge Catherine E. Bauer presides over the case. Totaro & Shanahan represents the Debtor as legal counsel. BCP RAPTOR: Loan Repricing Neutral to Credit Profile, Fitch Says ---------------------------------------------------------------- BCP Raptor, LLC, doing business as EagleClaw Midstream Ventures, LLC is proposing to reprice its $1.25 billion senior secured term loan due 2024 and $100 million super senior secured revolver due 2022. Fitch Ratings believes the repricing to be neutral to BCP's credit profile and that it should modestly lower interest expense and improve coverage metrics. BCP Raptor's ratings reflect, in part, Fitch's expectation for volume growth across BCP Raptor's Delaware Basin gathering and processing system leading to profitability growth, and reasonable deleveraging through 2019. This volume ramp is currently supported by 17 active rigs currently operating across BCP Raptor dedicated acreage, and expectations for continued production growth from acreage-dedicated counterparties. Volume growth in the third quarter of 2017 (3Q17) has been slower than expected due in part to the effects of Hurricane Harvey and a lag in completions across drilled wells on EagleClaw acreage. Growth has recently ramped up considerably while rig activity across BCP's acreage remains robust and Fitch continues to believe that BCP Raptor should significantly delever through 2019, with expected 2019 leverage (debt/EBITDA) between 4.5x-5.0x. Nevertheless, Fitch is concerned that any further slowdown in volume growth could be deleterious to BCP's credit profile and will be looking to 2018 growth rates to make sure volumes are on track to lower the high initial leverage that BCP possesses. Fitch currently expects December 2017 exit-rate volumes around 300,000 Mcf/d. Should volume growth continue to significantly lag expectations or see further delays Fitch would likely take negative rating action. Additional concerns include the heavy competitive risks given the low barriers to entry into the gathering and processing space and significant competing midstream infrastructure nearby BCP Raptor's operating territory. BCP Raptor's currently limited size and scale, customer concentration risk, and the potential for commodity price weakness to weigh on BCP Raptor's revenues, which while largely fixed, do have some commodity price exposure. Fitch currently rates BCP Raptor: BCP Raptor, LLC -- Long-Term Issuer Default Rating 'BB-'; -- Senior secured term loan 'BB'/'RR2'. The Rating Outlook is Stable. The 'BB'/'RR2' rating for the senior secured term loan reflects the superior recovery prospects for the term loan in case of default. The 'RR2' reflects expectations for recovery of around 71%-90% of current principal and related interest. BHUIYAN CAB: Taps Jacqueline A. St. John as Legal Counsel --------------------------------------------------------- Bhuiyan Cab Corp. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire the Law Office of Jacqueline A. St. John as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; negotiate with creditors; assist in the preparation of a plan of reorganization; and provide other legal services related to its Chapter 11 case. St. John will charge an hourly fee of $250 for its services. The firm received an initial retainer of $4,283, plus $1,717 for the filing fees. Jacqueline St. John, Esq., disclosed in a court filing that she is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Jacqueline A. St. John, Esq. Law Office of Jacqueline A. St. John 6300 Riverdale Avenue, 2nd floor Bronx, NY 10471 Tel: 646 305-8766 Fax: 646 356-6905 Email: Jacqueline@jstjohn.net About Bhuiyan Cab Corp. Bhuiyan Cab Corp. is a privately-held New York Corporation and is a taxicab medallion car service. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 17-44693) on September 11, 2017. Mahadi Bhuiyan, its president, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $500,000 and liabilities of less than $1 million. BLACK IRON: Taps Rocky Mountain Advisory as Financial Consultant ---------------------------------------------------------------- Black Iron, LLC seeks approval from the U.S. Bankruptcy Court for the District of Utah to hire Rocky Mountain Advisory LLC as its financial consultant. The firm will provide services related to (i) asset valuation issues; (ii) claims and causes of action in adversary proceedings 17-2088 and 17-2094, including allegations by Wells Fargo Rail of a fraudulent transfer involving the Debtor's purchase of the Iron Mountain Mine in May 2015; (iii) financial restructuring; and (iv) plan of reorganization options and feasibility. The firm's hourly rates are: Gil Miller $385 David Bateman $270 Other Professional Staff $80 - $270 Gil Miller, a certified public accountant, disclosed in a court filing that his firm has no connection with or interest in the Debtor or any of its creditors. RMA can be reached through: Gil A. Miller Rocky Mountain Advisory LLC 15 South State Street, Suite 550 Salt Lake City, UT 84111 Phone: 801-428-1600 / 801-428-1602 Fax: 801-428-1610 Email: gmiller@rockymountainadvisory.com About Black Iron LLC Black Iron, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Utah Case No. 17-24816) on June 1, 2017. Steve L. Gilbert, its manager, signed the petition. At the time of the filing, the Debtor estimated its assets and debts at $1 million to $10 million. Judge William T. Thurman presides over the case. The Debtor is represented by Adelaide Maudsley, Esq. and Ralph R. Mabey, Esq. at Kirton McConkie P.C. The Debtor tapped Hires Gary Thorup, Esq. at Durham Jones to serve as its special litigation counsel; WSRP, LLC as its accountant; and Alysen Tarrant as its environmental consultant. BLEACHER CREATURES: Files Chapter 11 Plan of Liquidation -------------------------------------------------------- Bleacher Creatures, LLC filed with the U.S. Bankruptcy Court for the District of Pennsylvania a disclosure statement describing its small business plan of liquidation dated Nov. 3, 2017. Class 5, general unsecured creditors, is impaired under the plan. Each holder of a Class 5 General Unsecured Claim will be paid an estimated range of not less than 3.1 cents on the dollar and not more than 7.6 cents, in cash, on or before the Effective Date of the Plan, or the date on which such claim is allowed by a final non-appealable order. Payments and distributions under the Plan will be funded by the Debtor's cash on hand as of the Effective Date, plus 50% of the proceeds of the liquidation of the Debtor's accounts receivable purchased by the Buyer. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/paeb17-13162-140.pdf About Bleacher Creatures Bleacher Creatures, LLC -- https://www.bleachercreatures.com/ -- produces a variety of children's toys and fan enthusiast products through partnerships with professional sports leagues and entertainment companies. Bleacher Creatures are true-to-life plush figures of the greatest athletes and entertainment icons, allowing young fans (those who are young at heart) to put their passion in play. Bleacher Creatures sought Chapter 11 protection (Bankr. E.D. Pa. Case No. 17-13162) on May 2, 2017. Matthew S. Hoffman, president, signed the petition. The Debtor disclosed assets at $1.57 million and liabilities at $1.88 million as of March 31, 2017. Judge Jean K. FitzSimon is assigned to the case. The Debtor tapped Michael Jason Barrie, Esq., at Benesch Friedlander Coplan & Arnoff LLP, as counsel. The Debtor engaged Gregory Weinberg of GMW Organization, LLC ("GMW") as its investment banker. BNOIS SPINKA: Presidential Bank to be Paid $1.5MM Under Plan ------------------------------------------------------------ Bnois Spinka filed with the U.S. Bankruptcy Court for the Eastern District of New York an eighth amended disclosure statement, dated Oct. 24, 2017, explaining its plan of reorganization. The Plan contemplates that the Debtor's schools will continue to operate based on the reduced mortgage expenditures to Presidential Bank expected to be paid under the Plan as a result of a compromise. The will must arrange to make the payments necessary under the Plan from the payments due under the lease to be signed between the Debtor and Cong. Khal Zichron Shmiel Zvi D'Krula regarding the Debtor's Fallsburg premises. Class 1 under the plan consists of Presidential Bank's Allowed Claim. The Bank filed a proof of claim in the amount of $4,260,017.82 on Oct. 16, 2015. The Bank filed an amended proof of claim in the amount of $4,789,137.33 on March 29, 2016. Presidential Bank asserts that this claim continues to accrue interest and other charges post Confirmation including interest and significant attorneys' fees. Pursuant to Order of this Court, the parties attended mediation related to the competing proposed plans filed by the Debtor and Presidential Bank, respectively, and certain disputes with Presidential Bank, the holder of a secured claim, by the Committee and the Debtor. During the course of that Mediation, a settlement was reached providing for the allowance and payment of Presidential Bank's secured claim. Subject to certain conditions precedent, the secured claim of Presidential Bank will be fixed at $4,250,000 and not subject to challenge in this bankruptcy case or any other subsequent proceeding and further conditioned on other milestones. The claim will be treated and paid as follows under the Plan: (i) cash payment to Presidential Bank in the amount of $1,500,000 on or before the Effective Date of the Plan; (ii) execution and delivery of two secured promissory notes by the Debtor to Presidential Bank as follows: (a) Note "A" in the amount of $2,000,000 payable over four years at 5% interest amortized over 30 years ($10,736.00 per month) and (b) Note "B" in the amount of $750,000 payable over four years at 6.5% interest amortized over 30 years with such interest to be recapitalized into principal. Note "B" will be forgiven if: (i) no defaults occur under the Loan Documents or Plan and (ii) Presidential Bank is paid in full under Note "A" at maturity. The agreed provisions will govern all of the Loan Documents. The Debtor will have obtained the necessary funds for Confirmation from operations of the Debtor and third-party funds. The third party funds aggregating $1,500,000 are being advanced by congregants and donors in an effort to assist the Debtor in the confirmation of its Plan. These sums will not be payable back to these congregants and donors until Presidential Bank is paid in full. The Debtor will produce substantiation for these donations and that such donations will be forthcoming on or prior to Confirmation. A full-text copy of the Eighth Amended Disclosure Statement is available at: http://bankrupt.com/misc/nyeb1-15-43251-473.pdf About Bnois Spinka Bnois Spinka was formed as a corporation pursuant to Article 10 of the Religious Corporation law of the State of New York. The Debtor asserts that it owns, among other property, real property known as (i) 123-127 Wallabout Street, Brooklyn, New York, (ii) 5405 State Route 42, Fallsburg, New York, in Sullivan County, and (iii) 795 Kent Avenue, Brooklyn, New York. Cornell Realty disputes the Debtor's ownership of the Kent Property. Cornell Realty asserts that it owns the Kent Property. At the Real Property, the Debtor asserts that it owns and operates religious institutions, like synagogues and schools for its members. At the Wallabout Property, the Debtor operates a school for girls and asserts that its affiliate, Congregation Khal Zichron Shmiel Zvi D'Krula operates a synagogue at the Wallabout Property. The Fallsburg Property consists of a summer camp that the Debtor asserts is operated by an affiliate of the Debtor, namely Yeshiva Nachlas Tzvi D'Krula. The Debtor operates a school for boys at the Kent Property. Bnois Spinka filed for Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case No. 15-43251) on July 16, 2015. The Debtor is represented by Leo Fox, Esq., who has an office in New York. BOMBARDIER INC: Fitch Affirms 'B' LT Issue Default Rating --------------------------------------------------------- Fitch Ratings has affirmed Bombardier Inc.'s (BBD) Long-Term Issuer Default Rating (IDR) at 'B' and long-term debt and bank facility ratings at 'B'/'RR4'. The Rating Outlook is Negative. KEY RATING DRIVERS The ratings for BBD consider the company's high leverage, risks related to the C Series, low industry demand for business jets, limited financial flexibility, weak but improving operating performance and competitive conditions in Bombardier Transportation's (BT) rail equipment business. The Negative Outlook reflects concerns about the timing of a return to positive FCF, the risk of insufficient liquidity in the event of large working capital requirements or weak operating results, BBD's long-term competitiveness in its rail business, and concerns about trade risks including the possible impact of tariffs on the C Series. Fitch expects FCF to be approximately negative $1 billion in 2017 including the negative impact of spending for the C Series and Global 7000 business jet. Fitch believes FCF could be negative in 2018 but at a substantially improved level compared to 2017 due to higher revenue in both the aerospace and transportation businesses and a decline in capital spending toward sustainable levels. BBD continues to target consolidated breakeven FCF in 2018 and breakeven cash flow for the C Series in 2020. Fitch views these goals as challenging but they could be achieved if margins and working capital performance are stronger than assumed by Fitch and if the C Series production ramp is executed successfully despite a recent set-back in the delivery schedule. Significant cash usage during aircraft development programs is typical in Fitch's aerospace ratings portfolio, but has a higher level of relevancy to BBD's credit profile given the company's high debt levels and steady debt maturities starting in 2019. BBD reduced its delivery forecast to 20-22 C Series aircraft in 2017 compared to at least 30 as originally planned due to slow engine deliveries by Pratt & Whitney (P&W) associated with durability issues on the engines. Fitch believes the delay does not significantly alter long-term prospects for the C Series program, and that the impact on liquidity will be largely offset by supplier advances from P&W. BBD has maintained its production schedule but estimates deliveries in 2018 will be slightly below its original plan of 45-55 aircraft. Trade pressures represent a meaningful risk for the C Series program. The U.S. Department of Commerce (DOC) recently made a preliminary ruling that the C Series would incur a 300% tariff on sales to U.S. customers. Subsequently, BBD and Airbus reached an agreement under which Airbus would acquire a 50.01% stake in the C Series, which could potentially allow sales to U.S. customers to proceed without incurring the tariff. The transaction is expected to close in the second half of 2018 (2H18). In Fitch's view, the effect of the Airbus agreement on tariffs is uncertain until the U.S. International Trade Commission makes a final determination, expected in early 2018; in addition, the Airbus agreement may not address other aspects of the trade disputes with Brazil and the U.S. Airbus's participation in the C Series program does not remove execution risk in ramping up C Series production although it could boost the value of the C Series based on Airbus' procurement, marketing, and customer support capabilities, all of which could combine to make the aircraft more attractive to airlines and aircraft lessors. Concerns about a lack of material orders since 2Q16 was reduced when BBD announced in early November a letter of intent with a European customer, with a firm order for 31 aircraft, expected to be concluded by the end of 2017. Fitch expects revenue in 2017 will be roughly flat as growth in the transportation segment offsets lower deliveries of business jets and commercial aircraft. Industry demand for business jets, which are core to BBD's long-term performance, remains weak with limited upside in 2018. The impact on BBD's results is offset by improving orders and revenue in the transportation business. Margins in the transportation and business aircraft segments have been better than Fitch's original estimates, reflecting benefits from restructuring in transportation and a higher mix of large, higher-margin business aircraft. Successful implementation of two restructuring programs launched during 2016 could address BBD's relatively low margins, which continue to be a credit concern. BBD incurred $215 million of restructuring expense in 2016 and plans to incur $250 million-$300 million of charges in 2017, including $218 million in the first nine months. Restructuring is intended to reduce BBD's workforce by 14,500 employees, or roughly 20% of BBD's total headcount, between 2016 and 2018, with workforce reductions concentrated at BT and Aerostructures. BBD estimates annual cost savings will reach $500 million-$600 million by the end of 2018. Rating concerns include competitive pressure in each of BBD's segments, the risk of C Series cancellations, high leverage, and the pension deficit. Fitch believes a meaningful decline in leverage over the long term will be difficult to achieve without successful execution by BBD in a number of areas, most of which appear to be on track with the company's plans. These areas include a successful ramp of C Series production, timely entry into service of the Global 7000 business jet, higher margins at BT, and a clear plan to address the reduction of earnings and cash flow associated with third-party interests in BT and the C Series. These stakes reduce BBD's share of long-term earnings in the businesses and could make it difficult for BBD to reduce leverage over the long term. Rating concerns are mitigated by BBD's diversification, well-established market positions in its business jet, commercial turboprop, and rail transportation businesses; progress toward building higher margins; and adequate liquidity in the near term. In addition, the C Series appears to be meeting or exceeding performance targets with initial airline customers. DERIVATION SUMMARY BBD has well-established positions in its key aerospace and transportation markets. There is significant competition in all of BBD's markets, and several competitors are larger or generate higher margins, putting BBD at a disadvantage with respect to funding new programs in the aerospace business and supporting working capital at BT. Following the pending transaction between Siemens AG (A/Stable) and Alstom SA, BT will be the third largest competitor in the rail equipment sector that is expected to see further consolidation. In aerospace, BBD has a smaller presence than Embraer S.A. (BBB-/Stable) in the regional jet market and generates lower revenue and margins than Gulfstream (a subsidiary of General Dynamics Corporation [A/Stable]) in business jets. Boeing and Airbus are competitors at the large end of the market served by the C Series and are much larger and strongly capitalized. BBD's credit profile is weaker than most of its peers due to significant investment in the C Series well above the company's original estimates, and has resulted in high debt and leverage, negative FCF and pressure on liquidity. BBD's sale of partial interests in its aerospace and transportation businesses that were used to improve liquidity could constrain its ability to realize benefits from any future improvement in operating and financial performance. KEY ASSUMPTIONS Fitch's key assumptions within its rating case for the issuer include: -- FCF in 2017 will be near negative $1 billion and improves but remains negative in 2018. Fitch estimates FCF could reach breakeven or higher in 2019 if BBD executes effectively on the C Series and Global 7000 programs; -- Airbus acquires 50.01% of the C Series program in 2H18; -- If a final ruling by the U.S. International Trade Commission confirms large tariffs on C Series sales to U.S. customers, BBD receives sufficient orders from international customers to at least break even on the program over the long term; -- Business jet deliveries in 2017 decline to 135 aircraft compared to 163 in 2016 and are stable in 2018 before the Global 7000 begins to ramp up; -- C Series deliveries in 2017 total 20-22 aircraft, below Fitch's previous expectation of at least 30; deliveries in 2018 increase to at least 40 aircraft; -- The commercial aircraft segment experiences losses through 2019 due to production losses on the C Series; -- Development spending begins to decline in 2018 due to entry into service for the Global 7000 in the last half of the year; -- BT generates higher revenues and margins in 2017 and modest improvements in 2018 due to order growth and restructuring. Over the longer term, BT's performance could be pressured by a high level of competition associated with industry consolidation. Recovery analysis -- The analysis for BBD reflects Fitch's expectation that the enterprise value of the company, and recovery rates for creditors, would be maximized as a going concern rather than through liquidation. Fitch has assumed a 10% administrative claim. -- Going-concern EBITDA includes the business jet and aerostructures segments at low-to-mid cycle levels in 2017. EBITDA of $450 million-$500 million after eliminations is approximately steady compared to 2016 but does not include expected long-term benefits from the C Series and Global 7000. Fitch does not include an estimate for regional aircraft, which Fitch believes contribute relatively little to overall profitability. -- An EBITDA multiple of 6x is used to calculate a post- reorganization valuation, below the 6.4x median for the industrial and manufacturing sector. The multiple incorporates weak demand in the business jet market and risks related to entry into service of the Global 7000, and uncertainty as to volumes in the aerostructures segment related to the C Series. -- In a distress scenario Fitch assumes BT is separated from BBD and excluded from bankruptcy, as BT is relatively independent of BBD's aerospace business. Fitch uses a value of $3.5 billion for BBD's 70% interest in BT based on Caisse de depot et placement du Quebec's purchase of a 30% interest for $1.5 billion in 2016. The value is reduced by one-third to reflect typical execution risk related to ongoing restructuring and uncertainty as to the long-term impact of industry consolidation. BT is consistently profitable, generates positive FCF and has a limited amount of outstanding debt, although its use of factoring and forfaiting is substantial. -- Fitch does not include a value for the C Series program due to negative cash flow expected for several years, uncertainty about the ultimate level of customer demand, and the undetermined impact of trade risks. -- Fitch assumes BBD's revolver is fully drawn. -- The recovery model produces a Recovery Rating of 'RR4' for unsecured debt and bank credit facilities, reflecting average recovery prospects (31%-50%) in a distress scenario. The 'RR6' for preferred stock reflects a low priority position relative to BBD's debt. RATING SENSITIVITIES Future developments that may, individually or collectively, lead to a downgrade of BBD's ratings include: -- Negative FCF does not improve significantly in 2018 and is expected to remain negative beyond 2018, contributing to increased concerns about liquidity; -- Year-end cash balances decline below $2 billion before there is a clear path to reach positive FCF; -- In the event of large U.S. tariffs, the negative impact on C Series sales is not offset by the addition of new international customers; -- The C Series program is unable to achieve breakeven cash flow by 2020 due to low orders or high production costs; -- BT becomes less competitive over time due to industry consolidation; -- Weak industry demand for business jets and regional aircraft lead to further production cuts; -- Operating margins deteriorate from current levels. Future developments that may, individually or collectively, lead to a Stable Rating Outlook include: -- FCF improves and appears likely to reach breakeven in 2018 and become solidly positive thereafter; -- Steady improvements in segment operating margins, excluding the expected negative impact of C Series production; -- Airbus' participation in the C Series program leads to increased orders and profitability following the program ramp- up; -- Order rates for business and regional aircraft support high customer advances and improved FCF; -- Consistently lower leverage, including debt/EBITDA below 6.0x. LIQUIDITY BBD's liquidity at Sept. 30, 2017 included cash of $1.8 billion plus nearly $1 billion of availability under bank facilities. A $400 million bank revolver that matures in 2020 is available to BBD and BA. BT has a separate EUR640 million ($753 million) revolver that matures in 2020 under which EUR150 million ($177 million) was outstanding. BA and BT also have letter of credit facilities that are used to support performance risk and secure advance payments from customers. BBD's bank facilities contain various covenants including minimum liquidity, a minimum fixed-charge ratio, maximum gross debt and minimum EBITDA, all excluding BT. Covenants in BT's bank facilities include minimum liquidity, minimum equity, and a maximum debt/EBITDA ratio, all calculated for BT on a stand-alone basis. Minimum required liquidity at the end of each quarter is between $750 million-$850 million for the BBD facility depending on the EBITDA to fixed charges ratio, and EUR600 million at BT. BBD does not publicly disclose required levels for other covenants. Fitch estimates the lowest levels of covenant compliance typically occur in the middle of the year, instead of at year-end, because of BBD's cash flow profile. Financial covenants were all met as of Sept. 30, 2017, but Fitch believes there is a risk that weaker than expected operating results or an increase in debt could result in noncompliance. In addition to the two committed bank facilities, BBD has other facilities including bilateral agreements and bilateral facilities with banks and insurance companies. BA uses committed sale and leaseback facilities (no outstandings at Sept. 30, 2017) to help finance its trade-in inventory of used business aircraft. In addition, BT uses off-balance-sheet non-recourse factoring facilities in Europe ($1.1 billion outstanding at Sept. 30, 2017) and forfaiting arrangements with third party advance providers ($568 million at Sept. 30, 2017) in exchange for rights to customer payments on long-term contracts at BT. Scheduled maturities of long-term debt through 2021 total approximately $3.8 billion and include approximately $600 million due in 2019, $850 million due in 2020 and $2.3 billion due in 2021. There are no long-term debt maturities in 2018. BBD makes significant pension contributions which it estimates will total $263 million in 2017 compared to $273 million in 2016. Net pension liabilities totaled $2.2 billion at the end of 2016, including $1.5 billion at funded plans. FULL LIST OF RATING ACTIONS Fitch has affirmed BBD's ratings: -- IDR at 'B'; -- Senior unsecured bank revolver at 'B'/'RR4'; -- Senior unsecured debt at 'B'/'RR4'. -- Preferred stock at 'CCC+'/'RR6'. The Rating Outlook is Negative. BBD's debt at Sept. 30, 2017 as calculated by Fitch totalled approximately $10.8 billion. BOWLING GREEN: Voluntary Chapter 11 Case Summary ------------------------------------------------ Lead Debtor: Bowling Green Health Facilities, L.P. dba Bowling Green Nursing and Rehabilitation Center 5420 W. Plano Parkway, Suite 210 Plano, TX 75093 Type of Business: Bowling Green Nursing and Rehabilitation Center is a nursing home in Bowling Green, Kentucky. It is a small facility with 66 beds and has for-profit, corporate ownership. Bowling Green Nursing and Rehabilitation Center is not part of a continuing care retirement community. It participates in Medicare and Medicaid. http://www.bowlinggreennursing.com/ Chapter 11 Petition Date: November 13, 2017 Debtor affiliates that simultaneously filed Chapter 11 petitions: Debtor Case No. ------ -------- Bowling Green Health Facilities, L.P. 17-44641 Preferred Care Inc. 17-44642 Brandenburg Health Facilities, L.P. 17-44644 Cadiz Health Facilities, L.P. 17-44645 Campbellsville Health Facilities, L.P. 17-44646 Elizabethtown Health Facilities, L.P. 17-44647 Elsmere Health Facilities, L.P. 17-44648 Fordsville Health Facilities, L.P. 17-44649 Franklin Health Facilities, L.P. 17-44650 Hardinsburg Health Facilities, L.P. 17-44651 Henderson Health Facilities, L.P. 17-44652 Irvine Health Facilities, L.P. 17-44653 Morganfield Health Facilities, L.P. 17-44654 Owensboro Health Facilities, L.P. 17-44655 Paducah Health Facilities, L.P. 17-44656 Pembroke Health Facilities, L.P. 17-44657 Artesia Health Facilities, L.P. 17-44659 Richmond Health Facilities - Kenwood, L.P. 17-44660 Richmond Health Facilities - Madison, L.P. 17-44661 Bloomfield Health Facilities, L.P. 17-44662 Salyersville Health Facilities, L.P. 17-44663 Clayton Health Facilities, L.P. 17-44664 Somerset Health Facilities, L.P. 17-44665 Springfield Health Facilities, L.P. 17-44666 Desert Springs Health Facilities, L.P. 17-44667 Stanton Health Facilities, L.P. 17-44669 Espanola Health Facilities, L.P. 17-44670 Gallup Health Facilities, L.P. 17-44671 Lordsburg Health Facilities, L.P. 17-44673 Pinnacle Health Facilities XXXIII, L.P. 17-44674 Raton Health Facilities, L.P. 17-44675 SF Health Facilities, L.P. 17-44676 SF Health Facilities-Casa Real, L.P. 17-44677 Silver City Health Facilities, L.P. 17-44678 Court: United States Bankruptcy Court Northern District of Texas (Ft. Worth) Judge: Hon. Russell F. Nelms Debtors' Counsel: Stephen A. McCartin, Esq. GARDERE WYNNE SEWELL LLP 2021 McKinney Avenue, Ste. 1600 Dallas, TX 75201 Tel: (214) 999-4945 Fax: (214) 999-3945 E-mail: smccartin@gardere.com - and - Mark C. Moore, Esq. GARDERE WYNNE SEWELL LLP 2021 McKinney Avenue, Ste. 1600 Dallas, TX 75201 Tel: (214) 999-4150 Fax: (214) 999-3150 E-mail: mmoore@gardere.com Bowling Green's Estimated Assets: $1 million to $10 million Bowling Green's Estimated Liabilities: $1 million to $10 million The petitions were signed by Robert J. Riek, manager of general partner. Debtor Bowling Green did not file a list of its 20 largest unsecured creditors together with the petition. A full-text copy of Bowling Green's petition is available for free at http://bankrupt.com/misc/txnb17-44641.pdf BOWMAN DAIRY: Ferguson Buying New Castle Property for $119K ----------------------------------------------------------- Bowman Dairy Farms, LLC, asks the U.S. Bankruptcy Court for the Southern District of Indiana to authorize the private sale of real property located at 659 S. Wilbur Wright Rd., in Liberty Township, Henry County, New Castle, Indiana, and more particularly described as PT E1/2 SE1/4 15-17-11 approximately 3.04 acres, to Heather M. Ferguson for $119,000. A hearing on the Motion is set for Dec. 4, 2017 at 2:30 p.m. (PET). The objection deadline is Nov. 30, 2017. On the Petition Date, the Debtor was the sole owner of the Real Estate. The Real Estate is encumbered by recorded mortgage in favor of Beacon Credit Union dated Dec. 23, 2014. The Mortgage was recorded on Dec. 24, 2014, in the Office of the Recorder of Henry County, Indiana as Instrument No. 201407185. The Real Estate is not necessary to the reorganization of the Debtor. On Oct. 31, 2017, the Debtor entered into the Purchase Agreement for the sale of the Real Estate to the Purchaser, subject to Court approval, via private sale for $119,000. The Purchaser has already deposited the Purchase Price with the Debtor as a good faith deposit. The Purchase Agreement provides for the sale of the Real Estate, free and clear of all liens, encumbrances, claims, and interests. It also provides that real estate taxes that have accrued for 2017 and are due and payable in 2018 will be prorated as of the date immediately prior to the date of closing. A copy of the APA attached to the Motion is available for free at: http://bankrupt.com/misc/Bowman_Dairy_69_Sales.pdf The Debtor proposes to disburse from the sale proceeds, first to pay the costs and expenses of the sale, including the commission owed to Lingle Real Estate; second to pay all real estate taxes and assessments outstanding and unpaid at the time of the sale; and third to pay the balance of the net sale proceeds to the lien holders to the determined extent, validity and priority as existed against the property. The Debtor asks the Court to waive the 14-day stay provided under Fed. R. Bankr. P. 6004(h) and that the Order approving the Motion be effective immediately upon entry to allow the Debtor to timely and expeditiously consummate the proposed transaction. Beacon can be reached at: BEACON CREDIT UNION 1405 West Market Street, Ste. A P.O. Box 736 Rushville, IN 46173 About Bowman Dairy Farms Bowman Dairy Farms LLC is a family-owned, member-managed Indiana limited liability company that operates a grain and dairy farm located at 2270 North County Road 900 East, Hagerstown, Indiana 47346. The member units in the Debtor are owned 50% by Trent Bowman and 50% by Bennie Bowman. It owns approximately 1400 acres, two commercial dairying operations, and cash leases approximately 2,000 acres. It also owns and leases equipment and machinery for its operations. It also has a small milk hauling operation that hauls the milk produced by the two commercial dairies. The company has a small cattle feeding operation, where it primarily feeds out some of the bull calves from the dairies. Most of its cattle feeding operation was closed out in early 2017. Bowman Dairy Farms filed a Chapter 11 petition (Bankr. S.D. Ind. Case No. 17-06475) on Aug. 27, 2017. The petition was signed by Trent N. Bowman, member. At the time of filing, the Debtor estimated assets and liabilities at $10 million to $50 million. The Debtor is represented by Terry E. Hall, Esq., at Faegre Baker Daniels LLP. BP CHANEY: Seeks to Expand Scope of Mitchell Law Firm Services -------------------------------------------------------------- BP Chaney, LLC filed with the U.S. Bankruptcy Court for the Northern District of Texas an amended application to clarify and expand the scope of services of The Mitchell Law Firm, L.P. In its application, the company disclosed that in addition to core bankruptcy services, the firm will provide legal services with respect to a state court litigation with unsecured creditor Maxus Healthcare Partners; state court litigation involving alleged creditor Doug Lopachin; and any adversary case involving the company, Texas RHH LLC and Misty Chaney Brady, the company's sole member. BP Chaney also disclosed that Sarah Cox, Esq., Jeffery Veteto, Esq., and McRae Cleveland, Esq., at Mitchell Law Firm may also provide legal services. The firm will be paid $225 per hour for the services of its associates and $325 per hour for partners. The hourly rates for paralegals and legal assistants range from $75 to $95. Effective January 1, 2018, the rate for partners will be increased to $375 per hour. About BP Chaney LLC BP Chaney, LLC is a small business debtor as defined in 11 U.S.C. Section 101(51D). It is affiliated with Texas RHH LLC, which filed for bankruptcy protection (Bankr. N.D. Tex. Case No. 17-43385) on August 21, 2017. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case No. 17-42793) on July 3, 2017. The petition was signed by Misty Brady, sole member who also filed Chapter 11 petition (Bankr. N.D. Tex. Case No. 17-41120) on March 20, 2017. At the time of the filing, the Debtor disclosed that it had estimated assets of $1 million to $10 million and liabilities of less than $1 million. Judge Mark X. Mullin presides over the case. The Debtor hired The Mitchell Law Firm, LP as bankruptcy counsel; Jackson, Lee, O'Neill, Smith & Barrow LLP as special counsel; and Dunn & Dill CPAs, LLC as accountant. C SWANK ENTERPRISES: PACCAR Objects to Amended Disclosure --------------------------------------------------------- PACCAR Financial Corp., a secured creditor, files with the U.S. Bankruptcy Court for the Western District of Pennsylvania an amended objection to C Swank Enterprises, LLC's Amended Chapter 11 Disclosure Statement. PACCAR Financial asserts that Amended Disclosure Statement is inadequate and should not be approved because, among other things: (1) The Debtor's owners -- the Swanks -- are retaining their equity interests in Debtor without providing appropriate "new value" other than their continued services, for which they are being compensated. PACCAR Financial complains that the Swanks are effectively asking the creditors to recapitalize their company at the creditor's expense and hazard. Further they are receiving a salary that might increase despite an effective "default." (2) The Debtor is providing benefit to Royal Flush, Inc. -- another Chapter 11 Debtor owned by the Swanks -- at the expense of the Debtor's creditors, including PACCAR Financial, by reducing the amount paid to the creditors. (3) The Debtor is seeking a release of the Swanks' personal guaranty obligations to PACCAR Financial and possibly others, without an asserted justification for such a personal benefit. PACCAR Financial argues that the Debtor offers no consideration to the creditors, nor is there any explanation of how such releases are necessary and essential to reorganization -- especially since the guarantors will be paid a salary by the Reorganized Debtor. Further, there does not appear to be any "new value" being contributed to the reorganized debtor in exchange for their continued equity interest. Such a release effectively places the burden of success on PACCAR Financial and other creditors, rather than the equity owners. (4) The obligations of Debtor to Royal Flush are not being discharged or time barred. The Disclosure Statement does not make plain that this arrangement provides owners of Royal Flush -- which has the same owners of C Swank -- another opportunity to collect from business operations while having modified, that is, reduced, the obligations to PACCAR Financial and others by being released from their personal guaranties. (5) First National Bank is being treated an oversecured creditor and permitted post-petition interest and attorneys' fees. First National Bank is not releasing guarantors as other creditors are expected to do, without explanation for this different treatment among secured creditors. (6) The Disclosure Statement inaccurately notes the PACCAR Financial claim to be $583,705.76 when, in fact, it is at least $635,987.98. The Debtor's calculations ignore/omit PACCAR Proof of Claim No. 2. Moreover, PACCAR Financial has an interest in 6, not 14, vehicles as asserted in the Disclosure Statement. (7) PACCAR Financial complains that the delay between confirmation and the first plan payment, which is 60 days, is too expansive with no explanation. The Material Default provisions essentially give the Debtor 90 days of free unenforceable default that can be effectively utilized over and over without limit. The Plan has creditors giving the Debtor 90 days free credit. (8) There is no "default" if any retained vehicle is damaged, retained by a repairman, subjected to a common law lien, or for any other reason returned the secured creditor, all to the detriment of PACCAR Financial or other secured creditors. PACCAR Financial asserts that any surrender or impairment of collateral should be a default triggering enforcement of postponed personal obligations. (9) There is no prohibition of "subleasing" trucks as contained in the purchase/collateral agreements. (10) The Debtor seeks to consolidate all PACCAR Financial debts into one "Modified secured claim" evidenced by one Modification Agreement, without explanation of its consequences. (11) PACCAR Financial also objects to a reduction of interest rates to 5% as all loans are fully collateralized. PACCAR Financial complains that the Debtor has repeatedly failed to produce either a satisfactory Plan or Disclosure Statement, primarily as a result of the improper insistence upon a release of the Swanks from any deficiency liability and expansive default terms, all the while running the business with minimal adequate protection payments, thus delaying recovery by creditors. About C Swank Enterprises Headquartered in Apollo, Pennsylvania, C Swank Enterprises, LLC, filed for Chapter 11 bankruptcy protection (Bankr. W.D. Pa. Case No. 16-23451) on Sept. 15, 2016, estimating its assets and liabilities at between $1 million and $10 million. The petition was signed by Carol A. Swank, managing member. Judge Carlota M. Bohm presides over the case. Donald R. Calaiaro, Esq., at Calaiaro Valencik serves as the Debtor's bankruptcy counsel. The Debtor has no unsecured creditor, according to its Chapter 11 petition. CALIFORNIA RESOURCES: Loan Increase No Impact on Moody's Caa1 CFR ----------------------------------------------------------------- Moody's Investors Service said that the $300 million increase in California Resources Corp's proposed secured term loan due 2022 to $1.3 billion does not impact the company's Caa1 Corporate Family Rating (CFR), B2 (LGD2) rating on its proposed term loan due 2022 and other ratings. The outlook remains stable. California Resources Corporation, headquartered in Los Angeles, is an independent, exploration and production company with operations exclusively in California. CAPITOL STATION 65: Plan Confirmation Hearing Continued to Feb. 7 ----------------------------------------------------------------- The Hon. Christopher D. Jaime of the U.S. Bankruptcy Court for the Eastern District of California has entered an order approving the Disclosure Statement for the Second Amended Chapter 11 Plan of Reorganization filed by Capitol Station 65, LLC, Capitol Station Member, LLC, Capitol station Holdings, LLC, and Township Nine Owners, LLC. The hearing on confirmation of the Plan -- currently scheduled to commence on December 7, 2017 -- is continued to February 7, 2018 at 9:30 a.m. and will continue on February 8 and 9. The Status Conference is continued to December 7, 2017 at 9:30 a.m. The Court sets the following dates, deadlines and procedures with respect to Plan Confirmation: (a) Ballots must be returned to the Debtors' counsel so as to be actually received by November 30, 2017. (b) Disclosure of experts, and expert reports for purposes of the Confirmation Hearing will be served no later than December 29, 2017. (c) The deadline for disclosure of rebuttal experts and reports will be January 12, 2018. (d) The deadline by which the Debtors will file and serve their memorandum in support of confirmation of the Plan will be January 12, 2018; (e) The deadline by which the Debtors must file and serve the Plan Ballot Summary will be January 12, 2018; (f) Plan Objection Deadline will be on January 19, 2018; (g) Discovery cut-off for the Confirmation Hearing will be January 26, 2018; (h) The deadline by which the Debtors or any other party-in-interest may file and serve its reply memorandum in support of Confirmation will be January 26, 2018. Subject to entry of an order confirming the Plan, interest on the Debtors' obligation to Township Nine Avenue, LLC during the period between December 8, 2017 through February 7, 2018 will accrue at the rate set forth in the Plan. The Plan has been modified to incorporate the agreement between the Debtors and the Official Committee of Unsecured Creditors set forth on the record at the hearing concerning the treatment of Class 1(a) claims, the reduction of the proposed overhead cost reimbursement to First Capital Real Estate Trust, Inc., and the clarification that Class 2 creditors will be deemed to waive any claim in excess of $2,500. Likewise, the Debtors are required to file and serve a supplement to the Disclosure Statement no later than November 7, 2017 to address issues related to: (1) whether or not substantive consolidation is warranted in these cases, and if so, how will the Plan provide for the same, as well as its impact on the creditors and voting, and (2) whether the Court can retain jurisdiction to order sales of assets free and clear of liens in circumstances where, under the Plan, property will revert in the Reorganized Debtors on the Effective Date. The Court has also continued the final hearing on the Debtors' DIP Financing Motion for final approval to December 7, 2017 at 9:30 a.m. The Debtors' exclusivity period is also extended until February 9, 2018. Under the Plan, Class 1(a) Unsecured Non-Priority Claims (excluding assumed contracts) totaling $1,571,157, will be paid in full at 6.5% interest within an estimated 16 months after the Effective Date. The repayment period may be shorter if the Court approves use of DIP loan to pay Class 1(a) claims, or out of proceeds of unencumbered assets. Class 1(b) Unsecured Non-Priority Claims, approximately $385,421, in which a claimholder is a designated recipient of Grant Funds, will be paid with Grant Funds that have been earmarked to pay these claims. To the extent any claim is not paid in full out of the Grant Funds, the balance of any remaining Claim will be paid as provided for in the Plan. Class 2 Unsecured Claims of less than $2,500 will be paid in full on Effective Date. The Plan provides that the total Class 2 unsecured claims totaled $16,680. A full-text copy of the Debtor's Disclosure Statement for Second Amended Joint Plan of Reorganization, dated October 17, 2017, is available for free at https://is.gd/pwu1rA Counsel for the Debtor: Gregory C. Nuti, Esq. Kevin W. Coleman, Esq. Nuti Hart LLP 411 30th Street, Suite 408 Oakland, CA 94609 Office of the U.S. Trustee can be reached through: Allen C. Massey, Esq. Trial Attorney Office of the U.S. Trustee 501 I Street, Suite 7-500 Sacramento, CA 95814 Counsel for the Official Creditors' Committee: Donald W. Fitzgerald, Esq. Felderstein Fitzgerald Willoughby & Pascuzzi LLP 400 Capitol Mall, Suite 1750 Sacramento, CA 95814-4434 About Capitol Station 65 LLC Capitol Station 65 LLC, Capitol Station Holdings LLC, Capitol Station Member LLC, and Township Nine Owners LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Cal. Case Nos. 17-23627 to 17-23630) on May 30, 2017. Suneet Singal, its chief executive officer, signed the petitions. At the time of the filing, the Debtors estimated their assets at $50 million to $100 million and debts at $10 million to $50 million. Judge Christopher D. Jaime presides over the cases. Nuti Hart LLP is the Debtors' legal counsel. On July 20, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The Committee hired Felderstein Fitzgerald Willoughby & Pascuzzi LLP, as counsel. On August 28, 2017, the Debtors filed a disclosure statement, which explains their proposed joint Chapter 11 plan of reorganization. CARL SAYERS: Selling All Danbury Real Properties at Auction ----------------------------------------------------------- Carl R. Sayers, doing business as Danbury Top Soil Co., and Suzanne Sayers ask the U.S. Bankruptcy Court for the District of Connecticut to authorize bidding procedures in connection with the sale of substantially all properties in Danbury, Connecticut: (i) 7,9,13 Miry Brook Road aka Sugar Hollow Road; (ii) 25 Miry Brook Road (Carl Sayers owns a 75% interest, but has been advised by his son Carl Sayers II, that he will consent to the sale by the Debtors' provided Carl Sayers II receives 25% of the net proceeds); (iii) 38 Miry Brook Road; and (iv) 15 Miry Brook Road, at auction. On May 9, 2017 the Court granted the retention of Keller Williams Realty ("KW"), in connection with the marketing of the property located at 7, 9 and 13 Miry Brook Road, commonly known as 33 and 37 Sugar Hollow Road, Danbury, Connecticut for sale with an exclusive listing at the rate of 5% of the gross sale price of the Property. On June 29, 2017, the Debtors filed a supplemental application to expand the retention of KW to include the marketing of additional properties located at 15 Miry Brook Road, 25 Miry Brook Road and 38 Miry Brook Road, Danbury, Connecticut. After marketing these properties without success, the Debtors have determined that it is in the best interests of their estate to pursue a sale of all or substantially all of its assets via an auction sale. The Debtors believe that it is in the best interests of their estate and creditors to pursue the sale. They believe that conducting an auction would maximize the value for their estate. The Debtors' Properties will be sold in the following order: (i) 7,9,13 Miry Brook Road aka Sugar Hollow Road; (ii) 25 Miry Brook Road (Carl Sayers owns a 75% interest, but has been advised by his son Carl Sayers II, that he will consent to the sale by the Debtors' provided Carl Sayers II receives 25% of the net proceeds); (iii) 38 Miry Brook Road; and (iv) 15 Miry Brook Road. Subject to the provisions, an auctioneer intends to conduct an auction sale of these properties serially in the order set forth above free and clear of all liens and interests before Dec. 31, 2017 with closings to be conducted by Jan. 31, 2018. The proposed auctioneer is Aaron Posnik & Sons, Inc. If the Debtors are unable to reach an agreement with to the secured creditors with liens on a particular property and the highest bid at Auction for a particular Property is insufficient to satisfy the secured claims, costs of sale, the broker or auctioneer's commissions and expenses, and certain other administrative expenses, then the Debtors' seek authority to not accept a proposed bid for subsequent Court approval. In addition, as the auction would be staggered so that each property is sold separately and in series in the order set forth, if the total proceeds achieved after each sale is sufficient to satisfy all allowed claims and administrative claim in the case, the Debtors would have the right to cancel all subsequent sales of any remaining properties. After the sales are concluded, the Court could then dismiss, convert the case if there are insufficient proceeds to fund a plan, or if there are funds available for distribution to creditors, dismiss with a payment to all creditors holding allowed claims following the appropriate priority scheme of the Bankruptcy Code or an amendment to the plan and disclosure statement and allow the Debtors to proceed to confirmation. The Properties are presently subject to these liens: a. 7,9,13 Miry Brook Road aka Sugar Hollow Road: i. Mortgage to Newell Funding LLC ($1,700,000 - blanket lien believed to have been paid off but not released - release is being sought); ii. Department of Revenue Services Sales Tax Lien ($8,192 - blanket lien believed to be paid off per DRS but not released); iii. Mortgage to Ready Cap Lending ($2,110,443 as of 10/13/17 plus attorneys' fee and cost); iv. Tax Liens City of Danbury ($381,527 as of 10/12/17) b. 25 Miry Brook Road: i. Mortgage to Newtown Savings Bank ($253,184 as of 10/06/17) ii. Tax Liens City of Danbury ($1,036 as of 11/01/17) iii. Water Liens City of Danbury ($2,610 as of 10/11/17) c. 38 Miry Brook Road: i. Mortgage to Newell Funding LLC ($1,700,000 - blanket lien believed to have been paid off but not released - release is being sought); ii. Mortgage to Deutsche Bank National Trust Co., As successor for Soundview Home Loan Trust 2005-OPT4, Asset - Backed Certificates, Series 2005 OPT 4 (314,205 as of 11/3/17); iii. Tax Liens City of Danbury ($1,018 as of 11/01/017) d. 15 Miry Brook Road: i. Mortgage to Newell Funding LLC ($1,700,000 - blanket lien believed to have been paid off but not released - release is being sought); ii. Department of Revenue Services Sales Tax Lien ($8,192 - blanket lien believed to be paid off per DRS but not released); iii. Tax Liens City of Danbury ($97,029 as of 10/12/17). The salient terms of the Bidding Procedures are: a. The auctioneer will conduct the auction and pre-qualify the bidders. b. The Potential Bidder acknowledges that the real estate is being sold "as is, where is" without any representations or warranties, and free and clear of liens, claims, encumbrances, and interests. c. Deposit: $25,000 d. The Auction will take place no later than Dec. 31, 2107. e. Sale Hearing: The Debtor has requested that the Sale Hearing take place no later than seven business days following the Auction, at the Bankruptcy Court in New Haven, CT. f. Sale Objection Deadline: Objections, if any, to the Sale would be then required to be filed no later than one business day before the hearing by 4:00 p.m. (ET). A hearing to approve the Bidding Procedures and other procedural aspects concerning the Sale Motion has been previously scheduled by the Court to be held on Nov. 15, 2017 at 3:00 p.m. Because the relief requested is essential to prevent continued and irreparable harm to the Debtors and their estate, and is necessary to implement the Auction, the Debtors ask the Court to waive the 14-day stay imposed by Bankruptcy Rule 6004(h) to the extent applicable. About the Sayers Carl Sayers is an army veteran, having served from 1962 to 1965. He has since worked in a number of entrepreneurial roles and presently operates his Danbury Top Soil business, a sole proprietorship. Suzanne Sayers had been employed in a number of jobs and had been working for Danbury Top Soil but is now retired. Carl R. Sayers and Suzanne Sayers sought Chapter 11 protection (Bankr. D. Conn. Case No. 15-50870) on June 29, 2015. Matthew K. Beatman, Esq., at Zeisler & Zeisler, P.C., serves as counsel to the Debtors. Keller Williams Realty is the Debtors' broker. CASTEX ENERGY: Assignment of Prospect Working Interest to LLOLA OKd ------------------------------------------------------------------- Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern District of Texas authorized Castex Energy Partners, LP ("CEP") and affiliates 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. The Assignment from CEP to LLOLA is free and clear of the Interests, with the Interests to remain, be maintained and to attach as applicable to the interests of CEP in the Contract Area retained by CEP and as provided under and within the Participation Agreement in accordance with the Adequate Protection and DIP Order as the same may be entered as a final order after final hearing. Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions of the Order are immediately effective and enforceable upon its entry, and any stay of the effectiveness of the Order is abrogated. 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. CENTENNIAL RESOURCE: Moody's Assigns B3 Sr. Regular Bonds Rating ---------------------------------------------------------------- Moody's Investors Service assigned first time ratings to Centennial Resource Production, LLC (CRP), including a B2 Corporate Family Rating (CFR), B2-PD Probability of Default Rating and SGL-2 Speculative Grade Liquidity Rating. Moody's also assigned a B3 rating to the company's new senior unsecured notes. The outlook is positive. "Centennial Resource Production's first time B2 rating and positive outlook reflect expected high growth in production and earnings in 2018 on the back of the on-going investment and development of the recently boosted reserves," said Elena Nadtotchi, Moody's Vice President -- Senior Credit Officer. Centennial Resource Production, LLC is a 94% owned and fully consolidated subsidiary of Centennial Resource Development, Inc (CDEV), a NASDAQ listed holding company, and represents substantially all of CDEV's operations. The B2 Corporate Family Rating (CFR) is assigned at CRP because it is the main operating subsidiary, the principal borrower under its bank facility and the issuer of the new notes. Issuer: Centennial Resource Production, LLC Assignments: -- Senior Unsecured Regular Bond/Debenture, Assigned B3 (LGD5) -- Corporate Family Rating, Assigned B2 -- Probability of Default Rating, Assigned B2-PD -- Speculative Grade Liquidity Rating, Assigned SGL-2 -- Outlook, Assigned Positive RATINGS RATIONALE The B2 CFR considers CRP's substantial acreage and reserves positions in the prime oil-rich areas of the Delaware Basin, high growth and strong management team with proven execution track record and technical knowledge of the basin. CRP aims to rapidly grow production to around 100 Mboed in 2020 from 35 Mboed reached in the third quarter. Notwithstanding its high margins and strong projected growth, CRP's high capex will keep its free cash flow generation negative in 2018 and 2019. Moody's expects that CRP will borrow to support the growth. Moody's estimates that CRP should have low starting leverage at the end of 2017, with RCF/debt at around 110% pro forma of the issuance of the notes, and should retain flexibility to fund growth in 2018 and 2019. Pending the increase in scale, the B2 CFR is constrained by the modest size of the operations and also factors execution risks associated with the high growth strategy, high volatility in earnings due to unhedged exposure to oil prices, as well as the single basin focus of the Company. CRP is the issuer of the new senior unsecured notes and the borrower under $475 million senior secured borrowing base facility. The B3 rating of the new notes, one notch below the B2 CRP's Corporate Family Rating, reflects the effective subordination of the notes to CRP's obligations under the senior secured revolving bank facility in accordance with Moody's Loss Given Default methodology. If the proportion of secured debt increases, the notes could be downgraded to Caa1. CRP has good liquidity, reflected in its SGL-2 rating. The liquidity position is supported by its $475 million senior secured borrowing base facility that matures in October 2019. CRP is growing rapidly and will be raising the share of the developed reserves, that in turn should provide an opportunity for future increases in the borrowing capacity and should limit downside risk to the committed capacity. The facility has two covenants, including debt/EBITDA and current ratio, and Moody's expects the company to be in compliance with the covenants in 2018. The positive outlook recognizes the company's potential to deliver rapid growth in production and maintain the strong profitability momentum to deliver strong capital returns in 2018. Larger scale and size of CRP's operations will be required to support an upgrade to the B1 CFR rating, with average daily production consistently above 50 Mboed. CRP will also need to extend its track record of delivering strong profitability and returns, with leveraged full cycle ratio (LFCR) sustained above 1.5x, as well as maintain a strong leverage profile as it delivers growth in production. Rising leverage as a result of higher than anticipated negative FCF generation or debt funded acquisitions, with debt/proved developed reserves trending above $10/boe, or consistently weak returns reflected in LFCR trending below 1x would lead to the downgrade of the B2 rating. The rating of the notes may be downgraded if the size of the senior secured revolving bank facility is increased. The principal methodology used in these ratings was Independent Exploration and Production Industry published in May 2017. Centennial Resource Production, LLC is a main operating subsidiary of Centennial Resource Development, Inc. is a publicly-listed (NASDAQ: CDEV) exploration and production company with operations in the Delaware Basin in West Texas. Centennial Resource Development, Inc. is headquartered in Denver, CO. CENTENNIAL RESOURCE: S&P Assigns 'B+' CCR, Outlook Stable --------------------------------------------------------- S&P Global Ratings assigned its 'B+' corporate credit rating to Denver, Colo.-based Centennial Resource Production LLC. The outlook is stable. S&P said, "At the same time, we assigned our 'BB-' issue rating (one notch above the corporate credit rating) to Centennial's proposed $350 million senior unsecured notes due 2026. The recovery rating is '2', indicating our expectation of substantial (70% to 90%; rounded estimate: 85%) recovery in the event of a payment default. "Our rating on Centennial Resource Production LLC reflects the company's participation in the cyclical and capital-intensive oil and gas exploration and production (E&P) industry, its relatively small proven reserve and production base, lack of geographic diversity, short track record and control by a financial sponsor. These factors are offset by asset concentration in the prolific, oil-rich Permian Basin, above-average profitability forecast based on its competitive cost structure and high proportion of oil in overall production, and currently low debt leverage. We expect Centennial to increase overall production by more than 30% in 2018 as it develops its recently acquired assets. While we forecast the company will largely outspend cash flow over the next couple of years, we expect leverage to remain low due to growing EBITDA and cash flows. "The stable outlook reflects our expectation that Centennial will continue to grow its reserves and production while maintaining FFO/debt above 45% and debt/EBITDA below 2x. "We could lower the rating if we expected FFO/debt to fall below 20% or debt/EBITDA to exceed 4x with no near-term remedy, or if liquidity deteriorated. This would most likely occur if commodity prices were to significantly weaken, the company did not meet our oil production growth expectations, or due to a leveraging transaction. "An upgrade would be possible if we reassessed Centennial's financial policy, or if the company continued to improve the scale of its reserves and production to levels more consistent with 'BB-' rated peers (including increasing the content of its proved developed reserves), while maintaining adequate liquidity and FFO/debt above 20%." CITRIX SYSTEMS: Moody's Rates New Sr. Unsecured Bonds 'Ba1' ----------------------------------------------------------- Moody's Investors Service assigned a Ba1 rating to Citrix Systems, Inc.'s proposed senior unsecured notes. The proceeds of the notes will be used to repurchase stock. The company's Ba1 Corporate Family Rating and stable ratings outlook were not affected. RATINGS RATIONALE The Ba1 Corporate Family Rating reflects Citrix's leading market positions in several segments of the virtualization, mobile application and network infrastructure markets and stability and scale of free cash flow generation, tempered by the evolving technology landscape and the company's share buyback and acquisition appetite. Citrix is a leading player in the desktop and application virtualization markets but growth is slowing due to the evolution in approaches to virtualization and application delivery as well as competitive pressures. Citrix is also a strong number two player in the application delivery controller (ADC) market. Growth in the ADC market is slowing as more applications are delivered via the cloud. While Citrix generates strong levels of free cash flow, share buy backs and acquisitions could well exceed domestic cash generation and overseas cash flow is not available without incurring significant tax costs. Inclusive of this debt issuance and buyback, Citrix has spent over $4 billion on buybacks since 2012 and over $1.2 billion on acquisitions. As a result of buyback and acquisition appetite, leverage could approach 3.5x, though Moody's expect cash and liquid investment levels will also remain robust. Activist investor, Elliot Management owns an interest in Citrix and has had board representation since 2015. The stable ratings outlook reflects the expectation of modest growth in revenues and cash flow with occasional increases in debt to fund buybacks and acquisitions. The ratings could be upgraded if Citrix continues to grow its business and demonstrates an extended track record of conservative financial policies under the current management team. The ratings could face downward pressure if performance were to deteriorate materially or leverage was expected to exceed 4x on other than a temporary basis. Liquidity is very good, as evidenced by the SGL-1 speculative grade liquidity rating, based on strong levels of cash and investments, expectations of annual free cash flow in excess of $850 million over the next 12 to 18 months and a largely undrawn $250 million revolving credit facility. As of September 30, 2017, Citrix had $1.5 billion of cash and short term investments and $1.05 billion of liquid high quality long term investments. The company's 0.5% $1.4 billion (face value) convertible notes are due in April 2019. The following ratings were assigned: Assignments: Issuer: Citrix Systems, Inc. -- Senior Unsecured Regular Bond/Debenture, Assigned Ba1 The principal methodology used in these ratings was Software Industry published in December 2015. Citrix Systems, Inc. ("Citrix") is a global provider of virtualization, mobile application and network infrastructure software. The company built its position through internally developed products and acquisitions. The company had revenues of $2.7 billion in fiscal 2016 pro forma for the GoTo spinoff. CJ MICHEL INDUSTRIAL: Ch. 11 Trustee Sought Due to Fraud Charges ---------------------------------------------------------------- The United States Trustee filed a motion asking the U.S. Bankruptcy Court for the Eastern District of Kentucky to appoint a trustee or examiner in the case of CJ Michel Industrial Services, LLC. On August 10, 2017, CJ Michel Industrial Services, LLC filed a voluntary petition for relief under chapter 11 of the United States Bankruptcy Code. The debtor remains in possession. Clarence J. Michel, Jr. is the debtor's designated representative and sole owner. The US Trustee believes that cause is present to appoint a trustee. He contends that Michel's past bank fraud convictions, continuing fraudulent activity relating to JR Payroll Solutions and ALR Staffing Services, and purposefully fraudulent statements made to the Merchant Creditors, show that Michel is not capable of acting in a truthful manner with his creditors or this Court and is not qualified to operate as a fiduciary for the Louisiana Debtor Entity's creditors, requiring the appointment of a trustee. While that U.S. Trustee strongly believes that Michel has engaged in fraud in the current case, fraud is not required before a court may find "cause" under section 1104(a), as a trustee may be appointed based on the debtor-in-possession's failure to "inform [itself] of all material information reasonably available" before making business decisions. In the current case, Michel has completely failed to distinguish between the Louisiana Debtor Entity, Kentucky Entity, and the Florida Entity. All of the companies use the same bank accounts, maintain a single general ledger, have the exact same legal name, the exact same address, and the same ownership. In fact, when the Chapter 11 case was filed, Michel was incapable of explaining the differences between the companies to his bankruptcy counsel, resulting in numerous inaccurate filings with this Court. In sum, Michel's total lack of knowledge regarding his business activates illustrates, at best, gross mismanagement and incompetence, and at worst, actual fraud. In the alternative, if the Court determines that a trustee is not warranted, an examiner should be appointed under section 1104(c). In this case, the appointment of an examiner is in the best interests of creditors. The examiner would be able to evaluate Michel's fraudulent conduct and his incompetence and mismanagement of the CJ Michel Entities. Finally, the Louisiana Debtor Entity, in its schedules filed on August 31, lists a $1,000,000 shortfall of assets to meet its liabilities. The examiner would be able to evaluate Michel's ownership withdrawals to determine what amounts are recoverable by the bankruptcy estate as fraudulent or preferential transfers. If the Court does not appoint an examiner, it is unlikely that the Louisiana Debtor Entity will take any actions against Michel, its sole owner, and designated representative. The examiner would also be able to discover Michel's use of over $4.5 million in cash over the past twenty months. In sum, the benefits conferred onto the bankruptcy estate by an examiner far outweigh any associated costs. A full-text copy of the UST's Motion is available at: http://bankrupt.com/misc/kyeb17-51611-76.pdf About CJ Michel Industrial Services CJ Michel Industrial Services, LLC, has provided staffing and/or contracting services for customers in the construction and industrial sector for over 20 years. Services are not limited to the electrical trade but include OSHA certified, trade licensed and fully insured low-E, data/communications service technicians, pipefitters, welders, iron workers, riggers, millwrights, concrete tradesmen, and general tradesmen. CJ Michel Industrial Services began to experience cash flow issues after it borrowed money from nontraditional lending sources which were primarily merchant cash advance lenders. It has been unable to reach out-of-court workout agreements with these lenders and seeks a "breathing spell" to reorganize its business under Chapter 11 of the Bankruptcy Code in order to restructure its debts, reorganize as a going concern, and maximize value for the benefit of the creditors of its Estate. CJ Michel Industrial Services, based in Lancaster, Kentucky, filed a Chapter 11 petition (Bankr. E.D. Ky. Case No. 17-51611) on Aug. 10, 2017. 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 Clarence J. Michel, Jr., member. The Hon. Gregory R. Schaaf presides over the case. Jamie L. Harris, Esq., at DelCotto Law Group PLLC, serves as bankruptcy counsel. No trustee or examiner has been appointed in this Chapter 11 case, and no creditors' committee or other official committee has been appointed. COVERIS HOLDINGS: S&P Lowers CCR to 'B-', Outlook Developing ------------------------------------------------------------ S&P Global Ratings lowered its corporate credit rating on Chicago-based Coveris Holdings S.A. to 'B-' from 'B'. S&P's rating outlook on the company is developing. S&P said, "In conjunction with the downgrade, we also lowered the issue-level ratings on the company's senior secured facilities to 'B-' from 'B'. The recovery ratings remain '3' (50%-70%; rounded estimate: 60%). "Additionally, we are lowering the issue-level ratings on the company's senior unsecured facilities to 'CCC+' from 'B-'. The recovery ratings remain '5' (30%-10%; rounded estimate 20%). "The downgrade reflects our expectation that Coveris' adjusted debt to EBITDA will remain around 9x for the rest of 2017 with modest to little improvement in 2018. Operating trends were weak in the first half of 2017, primarily driven by rising raw materials prices and the inability to pass those on to customers, an increasingly competitive environment, and foreign exchange headwinds. While raw materials prices and foreign exchange rates may become somewhat favorable, we believe profitability will remain weak based on continued challenges around competition and lower than expected operating margins and volumes. "The developing outlook reflects our expectation that we can affirm, lower, or raise our ratings based on the outcomes the strategic alternatives will have on overall credit quality, including competitive position and credit metrics. "We could consider a downgrade if the company's operating performance continues to weaken, leading to an unsustainable capital structure, or liquidity narrows due to negative free cash flow generation. We could also lower the rating if it pursues a debt-funded dividend distribution or an acquisition keeping leverage elevated. Specifically, we could lower our ratings if such a scenario causes the company's debt to EBITDA to remain a sustained 9x or more without the prospect for a quick recovery. "We could raise the rating over the next year if the company's operating performance improves, resulting in leverage improving toward 6.5x or below on a sustained basis. In addition, we would consider an upgrade if the company pays down debt significantly, with potential sources coming from a consummated transaction. "We would also require the company to improve its free cash flow position and proactively take action to improve its capital structure." COVINGTON ROUTE: Unsecured Creditors to Recoup 20% Under Plan ------------------------------------------------------------- Covington Route 300, LLC filed with the U.S. Bankruptcy Court for the Southern District of New York a disclosure statement in connection with its chapter 11 plan of reorganization dated Nov. 2, 2017. Class 4 under the plan consists of the holders of Allowed General Unsecured Claims. Holders of Class 4 Claims will each receive a distribution of 20% of its allowed claims from the Plan Distribution Fund on the Effective Date. The Debtor estimates Class 4 Claims to total approximately $665,000. This class is impaired under the Plan. A plan funder will effectuate the Plan Distribution Fund in the amount of $3,675,000. Prior to the hearing to consider Confirmation of this Plan, the plan funder will deposit the amount of the Distribution Fund into escrow with its attorneys. A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/nysb17-35780-43.pdf About Covington Route 300, LLC Covington Route 300, LLC, based in New Paltz, NY, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 17-35780) on May 9, 2017. The Hon. Cecelia G. Morris presides over the case. Lawrence M. Klein, Esq., at Lawrence M. Klein, Attorney at Law, serves as bankruptcy counsel. In its petition, the Debtor estimated $3.5 million in assets and $7.85 million in liabilities. The petition was signed by Georgina Tufano, president. Covington Route 300, LLC, owns a property located at 202 & 204 Iron Forge New Windsor, New York valued at $3.5 million. CROSIER COMMUNITY: A34 Buying Phoenix Property for $725K -------------------------------------------------------- Judge Robert J. Kressel of the U.S. Bankruptcy Court for the District of Minnesota will convene a hearing on Dec. 21, 2017 at 9:00 a.m. to consider The Crosier Community of Phoenix's sale of the real property located at 2617 E. Campbell Avenue, Phoenix, Arizona to A34 Real Estate Holdings for $725,000. The objection deadline is Dec. 15, 2017. The property consists of three buildings: two residential structures with a total of 10 studio apartments, and one larger structure where a full kitchen, offices, and a conference room are located. The Debtor holds title to the subject real property in fee simple. It believes the property was constructed in the 1950s or 1960s. Prior to the Debtor's acquisition, the property was owned by the Diocese of Phoenix and used for religious purposes. It purchased the property from the Diocese in 1984 for $150,000. Since 1984, the Debtor has added 4 additional apartments, and expanded the main structure to include space for a chapel. The Debtor used the property primarily as a residence for individual Crosiers. That changed in 2016, however, when several Crosiers moved to a new location and the Debtor transitioned the property into administrative offices in an attempt to downsize and streamline its operations. To generate funds for their plan of reorganization and operations, it determined to sell the property and move the administrative offices into leased office space, just as the Crosiers who previously resided there moved into leased residential space. Therefore, in 2017, the Debtor obtained a broker's opinion of value from real estate broker Levrose Real Estate, LLC. In its schedules filed on June 15, 2017, the Debtor valued the property at $1,146,600, which was the value that Levrose had opined for the property. At the time the Debtor filed its schedules, it believed that the broker's opinion of value represented an accurate estimate of the property's value. Since the petition date, the Debtor has moved its administrative offices and the few remaining Crosiers residing at the property to other locations. Thus, the property is currently vacant and is no longer necessary to the Debtor's ongoing operations. Beginning in June, 2017, Levrose began unofficially marketing the property to various group home and residential treatment business associations, via email and phone calls. It did not generate sufficient interest, so on July 18, 2017, the Debtor filed an application to employ Levrose as Broker, which the Court approved on July 20, 2017. The property was officially listed for sale at $1.15 million based on the pre-petition opinion of value. The Debtor and the Purchaser entered into the Purchase Agreement dated Oct. 30, 2017. After the current A34's, initial offer at an amount below $700,000, the Debtor successfully negotiated the purchase price up to $725,000. The Debtor now believes this is the highest and best offer it can obtain for the property. Prior to entering into the Purchase Agreement, the only other offer received by the Debtor was for $550,000. The Purchase Agreement is conditioned upon the approval of the Court. Additionally, it contains a 37-day diligence period in which the buyer may rescind the Purchase Agreement for any reason without penalty. The diligence period began to run on Oct. 30, 2017, and will expire on Dec. 6, 2017. A34 has made the $30,000 earnest money deposit required under the Purchase Agreement, which is fully refundable to A34 until the diligence period has expired. To the best of the Debtor's knowledge, the property is not subject to any existing liens or encumbrances, so the entire purchase price will be remitted to the Debtor to be used as part of its contribution for a plan of reorganization. The debtors have entered into a settlement with their insurers, Twin City Fire Insurance Co. and Hartford Accident and Indemnity Co. Pursuant to that settlement, the Debtors have agreed to contribute a sum certain to a plan of reorganization. They will be asking approval of that settlement by separate motion and through the plan. It is mentioned only to confirm that the purchase price of the property will have no impact on the amount of the contribution to be made by the debtors to a plan. The Debtor has discussed the relief requested with the committee, and the committee has no objection to the Motion. The Debtor asks the Court to waive the stay provision of Bankruptcy Rule 6004(h). The Purchaser: A34 REAL ESTATE HOLDINGS, LLC 4848 N. Goldwater Blvd., #2000 Scottsdale, AZ 85251 Attn: Angel Herrera, III -mail: aherrera@gmail.com The Purchaser is represented by: David R. Cohen, Esq. FRAZER, RYAN, GOLDBERG & ARNOLD, LLP 3101 N. Central Ave., Suite 1600 Phoenix, AZ 85012 E-mail: dcohen@frgalaw.com The Escrow Agent: Cathy Criner THOMAS TITLE & ESCROW, LLC 7150 East Camelback Road, Suite 195 Scottsdale, AZ 85251 Telephone: (480) 222-1116 ext 2011 E-mail: ccriner@thomastitle.com The Debtor: Rev. Thomas Enneking, O.S.C. THE CROSIER COMMUNITY OF PHOENIX 717 East Southern Ave. Phoenix, AZ 85040 E-mail: tenneking@crosier.org Counsel for Debtor: Gordon E. Hunt, Esq. BISKIND, HUNT & SEMRO, PLC 8501 N. Scottsdale Rd., Suite 155 Scottsdale, AZ 85253 E-mail: gordonh@biskindlaw.com The Crosier Community of Phoenix is a non-profit corporation. It sought Chapter 11 protection (Bankr. D. Minn. Case No. 17-41683) on June 1, 2017. On July 20, 2017, the Court appointed Levrose Real Estate, LLC, as Real Estate Broker for the Debtor. CRYSTAL ENTERPRISES: Jan. 17 Hearing on 3rd Amended Disclosures --------------------------------------------------------------- Judge Wendelin I. Lipp of the U.S. Bankruptcy Court for the District of Maryland will convene a hearing on Jan. 17, 2018, at 10:30 a.m. to consider approval of Crystal Enterprises, Inc.'s third amended disclosure statement to accompany its plan of reorganization filed on Oct. 26, 2017. Dec. 8, 2017, is fixed as the last day for filing and written objections to the Third Amended Disclosure Statement. The Troubled Company Reporter previously reported that Class 5 unsecured creditors under the new plan will recover 45% instead of the 15% previously proposed. This class will receive approximately $693,914.95, or 45% of the total unsecured debts, of $1,542,033.23. Unsecured creditors will be paid 19% beginning on the Plan's effective date for months 1 - 60 and 26% for months 61-84. A full-text copy of the Latest Plan dated Oct. 26, 2017, is available at: http://bankrupt.com/misc/mdb16-22565-230.pdf About Crystal Enterprises Crystal Enterprises, Inc. is in the business of operating a food service company and is located in Glenn Dale, Maryland. Crystal Enterprises filed a Chapter 11 petition (Bankr. D. Md. Case No. 16-22565), on Sept. 19, 2016. The petition was signed by Sandra Thurman Custis, president. The case is assigned to Judge Wendelin I. Lipp. At the time of filing, the Debtor disclosed total assets of $114,844 and total liabilities of $3.36 million. The Debtor is represented by Rowena Nicole Nelson, Esq., at the Law Office of Rowena N. Nelson, LLC. No trustee, examiner or official committees has been appointed. CYPRESS ASSOCIATES: Unsecureds to Get 100% at 4% Interest in 36 Mos ------------------------------------------------------------------- Cypress Associates, Inc., filed with the U.S. Bankruptcy Court for the Southern District of Texas a first amended disclosure statement with respect to its plan of reorganization dated Nov. 3, 2017. Under the latest plan, Class 3 general unsecured creditors will be paid 100% percent of the allowed amount of each Holder's Class 3 Claim plus interest at 4% per annum in cash, in equal monthly installments over a period of 36 months, with the first payment due on the Distribution Date. The previous version of the plan proposed to pay general unsecured creditors over a period of 60 months. On the Effective Date, the Newly Reorganized Debtor will execute all other documents necessary to the implementation of the Plan and the Order of Confirmation. This will consist of an amendment to the Partnership Agreement providing for the cancellation of the existing limited partnership interests in the Debtor and the issuance of new limited partnership interests in the Newly Reorganized Debtor and a trust agreement to hold the newly issued limited partnership interests in the Newly Reorganized Debtor. A full-text copy of the First Amended Disclosure Statement is available at: http://bankrupt.com/misc/txsb17-30491-83.pdf About Cypress Associates Inc. Cypress Associates, Inc. owns and operates an insurance brokerage in Houston, Texas. It was formed on February 12, 2009. The Debtor offers a variety of insurance products including health, life and well-being policies underwritten by Philadelphia American Life Insurance Company and New Era Life Insurance Company. Barry Glenn is the sole shareholder, officer and director of the Debtor. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 17-30491) on January 31, 2017. The petition was signed by Barry Glenn, president. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $50,000 and liabilities of $1 million to $10 million. The case is assigned to Judge Marvin Isgur. Burger Law Firm represents the Debtor as bankruptcy counsel. The Office of the U.S. Trustee on August 16 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Cypress Associates, Inc. DATA COOLING: Proposes $1.3 Million Private Sale of All Assets -------------------------------------------------------------- Data Cooling Technologies, LLC ("DCT"), asks the U.S. Bankruptcy Court for the Northern District of Ohio to authorize the private sale of substantially all of its assets related to its business of selling cooling systems for data centers, located in Streetsboro, Ohio to KyotoCooling North America, LLC ("KCNA") for $1,300,000 in cash, payable at the closing of the transaction, plus assumption of the Assumed Liabilities, plus payment of the Cure Costs related to the Assumed Contracts, plus 50% of the net proceeds of the Nortek Action, subject to overbid. Pursuant to the License Agreement dated June 2, 2013, DCT is the exclusive provider in North America of the KyotoCooling system. DCT acquired the exclusive North American rights to produce and sell the KyotoCooling system from KCNA under the License Agreement, paying $1.55 million in cash plus a stream of quarterly royalty payments that to date has totaled more than $4.8 million. Using the KyotoCooling system, DCT was able to provide water-free, environmentally friendly cooling for data centers. With exclusive rights to a product that competes in a dynamic market in an energy efficient and environmentally friendly manner, DCT had a promising business, growing from no revenue from the Data Cooling Business a few years ago to $58 million in revenue in the first six months of 2017. Before and after the Petition Date, however, DCT and KCNA have been involved in significant legal disputes relating to the License Agreement, including but not limited to allegations of inappropriate contact with DCT's suppliers, customers, and potential customers; the alleged prepetition termination of the License Agreement; and other claims by the parties involving violation or breaches of the License Agreement. All of the foregoing contributed to DCT's filing for chapter 11 bankruptcy protection. On Oct. 12, 2017, KCNA filed an adversary proceeding against DCT in the Court, captioned KyotoCooling North America, LLC v. Data Cooling Technologies LLC, Case No. 17-5072, seeking a declaratory judgment that the License Agreement had been terminated. DCT disputes the claims in the Declaratory Judgment Action and believes it has its own claims against KCNA. Since the Petition Date, DCT, with the assistance of its professional advisors, has pursued a sale and marketing process for the global purchase of substantially all of the Debtors' assets. DCT and/or its advisors have discussed such prospects with multiple interested parties, including KCNA. On Nov. 4, 2017, KCNA approached DCT, the Official Committee of Unsecured Creditors and KeyBank, N.A. regarding an offer to purchase the Data Cooling Business. Notwithstanding the prior contentious disputes between DCT and KCNA relating to the License Agreement, the parties have determined to work together, and the proposed resolution of the numerous issues outlined is set forth in the proposed sale and Estate Releases detailed in the Asset Purchase Agreement, Settlement Agreement and Release dated Nov. 8, 2017 and outlined. In its reasonable business judgment, DCT and its advisors have determined that KCNA's offer to purchase substantially all of assets associated with the Data Cooling Business ("Data Cooling Assets") pursuant to the APA constitutes the highest and best offer at this time, and provides the best opportunity for DCT to realize the greatest return for the benefit of all of its stakeholders. The salient terms of the APA are: a. Purchase Price: (i) $1,300,000 in cash, payable at the closing of the transaction; plus (ii) assumption of certain Assumed Liabilities; plus (iii) payment of certain Cure Costs related to the Assumed Contracts; plus (iv) 50% of the net proceeds of the Nortek Action b. Deposit: $80,000 c. Purchased Assets: The assets of the Data Cooling Business d. KCNA's Assumed Liabilities: Only (i) all liabilities arising out of the Purchased Assets arising or incurred after the Closing; (ii) any purchase orders that are described in Schedule 2.3(b) to the APA; (iii) all obligations incurred after the Closing related to the Nortek Action; (iv) all obligations under the Assumed Contracts to the extent arising, occurring or to be performed under the Assumed Contract after the Closing Date; and (v) those accrued expenses of DCT arising out of the Data Cooling Business that are specifically described on Schedule 2.1(c) to the APA. e. Private Sale: The transaction contemplated by the APA is a private sale, but subject to the rights of DCT pursuant to its fiduciary duties to consider higher and better offers for the Data Cooling Assets. f. Mutual Release at Closing: Pursuant to Section 5.11(d) of the APA, upon the 15th day after entry of the Sale Order, DCT and KCNA will be deemed to have mutually released each other as well as each other's officers, directors, employees, and such other parties more fully described in Section 5.11(d) of the APA from all claims and causes of action. Any order approving the Motion shall provide that the License Agreement is deemed to have terminated prepetition. g. Terms: Free and clear of all liens, claims, encumbrances or other interests h. Closing: Nov. 30, 2017 A copy of the APA attached to the Motion is available for free at: http://bankrupt.com/misc/Data_Cooling_162_Sales.pdf In recognition of the value of providing an offer for the Data Cooling Assets -- even while DCT considers higher and better offers for the Data Cooling Assets in accordance with its fiduciary duties -- DCT and KCNA have negotiated a provision in the APA that provides for an expense reimbursement of actual and reasonable out of pocket expenses of up to $100,000 incurred by KCNA in the event that DCT enters into an Alternative Transaction for the Data Cooling Assets. KCNA was unwilling to enter into the APA without the inducement of the Expense Reimbursement on these terms. Notwithstanding DCT's desire to consummate the APA with KCNA, DCT has a duty to the estate to consider higher and better offers for the Data Cooling Assets prior to a hearing on the Motion. To conserve the resources of all parties involved, DCT is requiring that any other party interested in making a bid for the Data Cooling Assets to do so on Nov. 27, 2017. Any party making such bid must make an offer that is (i) non-contingent; (ii) made in cash with a 10% deposit received by DCT prior to the hearing on the Motion; and (iii) based on the form of APA submitted with the Motion; and (iv) for a purchase price at least $125,000 greater than the KCNA purchase price described in the APA. DCT reserves the right to hold an auction for the Data Cooling Assets if another bid is timely received, and DCT will seek separate approval of the Alternative Transaction based on the nature of the Alternative Transaction. If such an Alternative Transaction is ultimately approved by this Court, DCT will also seek approval to pay the Expense Reimbursement to KCNA and return KCNA's Deposit. DCT submits that the terms of the APA represent the highest and best offer for the Data Cooling Assets, as KCNA's offer is currently the only viable offer to purchase the Data Cooling Assets under the current circumstances. The proposed transaction will maximize the value of the Data Cooling Assets for all interested parties and, once the sale closes, allow DCT to resolve a major issue in its case, enabling DCT to move toward a plan to exit its bankruptcy case effectively and efficiently. Accordingly, the Debtor asks the Court to approve the relief sought. Given the size and complexity of DCT's bankruptcy case, the length of the factual and procedural assertions set forth in the Motion, and the significant release requested, there is good cause for the Court to waive the requirements of Local Rule 9013-2(a) in the limited instance. In order to allow the immediate realization of value for the Data Cooling Assets, DCT asks that any order grating the Motion is effective immediately and not subject to the 14-day stay imposed by Bankruptcy Rules 6004(h) and 6006(d). The Purchaser: KYOTOCOOLING NORTH AMERICA, LLC 14160 Dallas Parkway, Suite 410 Dallas, TX 75254 Attn: John Drossos The Purchaser is represented by: Daniel A. DeMarco, Esq. HAHN LOESER & PARKS LLP 200 Public Square, Suite 2800 Cleveland, OH 44114-2316 Telephone: (216) 274-2316 E-mail: dad@hahnlaw.com About Data Cooling Data Cooling Technologies LLC is the exclusive North American licensee of US Patent No. 7753766. The KyotoCooling patented solution utilizes a heat wheel and an indirect economization process to produce the most reliable and efficient cooling technology in the data center industry. Based in Streetsboro, Ohio, Data Cooling Technologies LLC and Data Cooling Technologies Canada LLC filed Chapter 11 petitions (Bankr. N.D. Ohio Lead Case No. 17-52170) on Sept. 8, 2017. The petitions were signed by Gregory Gyllstrom, chief executive. At the time of filing, Data Cooling estimated assets and liabilities at $10 million to $50 million. Data Canada estimated assets of less than $50,000 and liabilities of less than $500,000. The Hon. Alan M. Koschik presides over the case. The Debtors tapped McDonald Hopkins LLC, as counsel, and Western Reserve Partners LLC, as investment banker. The official committee of unsecured creditors formed in the case retained Dahl Law LLC as its legal counsel. DECATUR ATHLETIC: Disclosures OK'd; Plan Hearing on Dec. 13 ----------------------------------------------------------- The Hon. Clifton R. Jessup, Jr., of the U.S. Bankruptcy Court for the Northern District of Alabama has approved Decatur Athletic Club, LLC's amended disclosure statement for the Debtor's Chapter 11 plan of reorganization dated Oct. 27, 2017. A hearing on the confirmation of the Plan will be held on Dec. 13, 2017, at 10:00 a.m. Dec. 4, 2017, at 5:00 p.m., CDT, is the deadline by which the holders of claims and interests against the Debtor must file ballots accepting or rejecting the Plan. Dec. 4, 2017, at 5:00 p.m., CDT, is also fixed as the last day by which creditors and parties in interest must file any objections to confirmation of the Plan. As reported by the Troubled Company Reporter on Nov. 6, 2017, the Debtor filed with the Court an amended disclosure statement for its chapter 11 plan of reorganization dated Oct. 27, 2017. Class 1(c) under the amended plan consists of the Allowed Secured Claim of Western Equipment Finance, Inc., in the amount of $75,000, accruing interest at 5.0%, per annum, by consent order dated Sept. 15, 2017. Class1(c) will be paid in 60 equal monthly installments commencing 60 days after the Effective Date of the Plan. The payments will be $1,415.34, per month until paid. This payment will be paid direct by the Debtor. About Decatur Athletic Club Decatur Athletic Club, LLC, owns the Pulse Fitness Center, a health center located at 1801 Beltline Road SW, Suite 420, Decatur, Alabama. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Case No. 17-81439) on May 10, 2017. Jeremy Goforth, owner, signed the petition. At the time of the filing, the Debtor estimated assets of $1 million to $10 million and liabilities of less than $500,000. Judge Clifton R. Jessup Jr. presides over the case. Stuart M. Maples, Esq., at Maples Law Firm, PC, serves as the Debtor's bankruptcy counsel. DEX SERVICES: Taps Mullin Hoard as Legal Counsel ------------------------------------------------ DEX Services, LLC received approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Mullin Hoard & Brown, LLP as its legal counsel. The firm will assist the Debtor in the preparation of a bankruptcy plan and will provide other legal services related to its Chapter 11 case. The firm's hourly rates range from $150 to $420 for partners and associates, and from $80 to $125 for paralegals and law clerks. It received a retainer in the sum of $25,000. Mullin Hoard does not hold or represent any interest adverse to the Debtor's estate, according to court filings. The firm can be reached through: Brad W. Odell, Esq. Mullin Hoard & Brown, LLP P.O. Box 2585 Lubbock, Texas 79408-2585 Tel: (806) 765-7491 Fax: (806) 765-0553 Email: bodell@mhba.com About DEX Services DEX Services, LLC, is privately held company in the city of Canadian, in 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. At the time of filing, the Debtor estimated assets and liabilities between $1 million and $10 million. DIGNITY RESIDENTIAL: Case Summary & 2 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Dignity Residential LLC 127 South Longfellow Lane Mooresville, NC 28117 Type of Business: Dignity Residential LLC is a real estate company in Mooresville, North Carolina. Chapter 11 Petition Date: November 13, 2017 Case No.: 17-50696 Court: United States Bankruptcy Court Western District of North Carolina (Statesville) Judge: Hon. Laura T. Beyer Debtor's Counsel: Robert Lewis, Jr., Esq. THE LEWIS LAW FIRM, P.A. P. O. Box 1446 Raleigh, NC 27602 Tel: 919-609-2494 Fax: 919-589-9827 E-mail: rlewis@thelewislawfirm.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Reema Owens, 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/ncwb17-50696.pdf DIT PROPERTIES: Ch. 11 Plan Funded from Sale of Thatcher Property ----------------------------------------------------------------- DIT Properties, LLC, filed with the U.S. Bankruptcy Court for the District of Arizona a disclosure statement in support of its chapter 11 plan, dated Nov. 3, 2017, which will be funded from the sale of the Property located in Thatcher, AZ. The Debtor projects that the Proceeds of the Sale will be sufficient to pay all claims. The sale will occur on July 3, 2018, and payments will begin 30 days later. General unsecured non-priority claims in Class 5 will be paid on the effective date a pro-rata share of all the remaining proceeds until paid in full. The Debtor believes it will have enough cash on hand on the effective date of the Plan to pay all the claims and expenses that are entitled to be paid on that date, and that they will have enough cash over the life of the Plan to make the required Plan payments. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/azb4-17-08929-35.pdf About DIT Properties LLC DIT Properties, LLC was founded in 2002 and is located at 2185 W US Highway 70 in Thatcher. It listed its business as a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 17-08929) on August 2, 2017. Anthony M. Alder, member, 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 Scott H. Gan presides over the case. EARTH PRIDE: Committee Taps Bederson as Accountant -------------------------------------------------- The official committee of unsecured creditors of Earth Pride Organics, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to hire Bederson LLP as its accountant. The firm will assist the committee in evaluating any bankruptcy plan proposed by Earth Pride and its affiliate Lancaster Fine Foods Inc.; analyze the Debtors' financial records; and provide other accounting services. The firm's hourly rates are: Partners $390 – $515 Managers $300 - $325 Tax Managers $270 Senior Accountants $260 Technology IT Director $280 Technology IT Specialist $170 Semi Sr. Accountants $220 – $235 Staff Accountants $155 Paraprofessionals $170 Charles Lunden, a partner at Bederson who will be providing the services, disclosed in a court filing that he does not represent any creditor or "party-in-interest." Bederson can be reached through: Charles S. Lunden Bederson LLP 347 Mount Pleasant Avenue West Orange, NJ 07052 Phone: +1 973-736-3333 About Earth Pride Organics LLC Earth Pride Organics, LLC -- http://earthprideorganics.com/-- is a family owned holding company that includes American Specialty Foods, Lancaster Fine Foods, EPX Trucking and C.O. Nolt's Bakery Supply. Headquartered in Lancaster, Pennsylvania, each EPO subsidiary shares the commonality of specialty food and creates a vertically integrated organization. Lancaster Fine Foods, Inc. -- http://www.lancasterfinefoods.com-- manufactures and sells food, offering barbecue sauces, mustards, salsas, marinades, hot sauces, chutneys, cheese spreads, and other common condiments. Earth Pride and Lancaster Fine Foods sought Chapter 11 bankruptcy protection (Bankr. E.D. Pa. Case Nos. 17-13816 and 17-13819) on May 31, 2017, each estimating assets and liabilities between $1 million and $10 million. The petitions were signed by Michael S. Thompson, their managing member. Judge Eric L. Frank presides over the bankruptcy cases. Paul Brinton Mashchmeyer, Esq., at MaschmeyerKaralis P.C., serves as the Debtors' bankruptcy counsel. ESCO MARINE: Recovery to Unsecured Creditors Unknown Under Plan --------------------------------------------------------------- ESCO Marine, Inc., and its debtor affiliates filed with the U.S. Bankruptcy Court for the Southern District of Texas a disclosure statement for their joint chapter 11 plan of reorganization dated Nov. 3, 2017. The Plan is a liquidating plan. The Disbursing Agent will distribute the Estates' available funds to either the Liquidating Trustee or to pay Administrative and Priority Claims as provided under the Plan. Callidus Capital Corporation has agreed to subordinate up to $250,000 of its Administrative Claim to payment of the other Administrative Claims and Priority Claims as provided in the Settlement Order. Some Priority Wage Claims may be satisfied pursuant to the Payment Bond. General Unsecured Creditors will receive payment from the Liquidating Trusts. The Liquidating Trusts will be funded with the assets as set forth in the Settlement Agreement. Most assets will be allocated to the General Trust. Callidus's General Unsecured Claim will be subordinated to the Claims of all other General Unsecured Creditors with regard to the General Trust. The Jaross/Levy Trust assets will be liquidated to pay the General Unsecured Claims of all Creditors and Callidus. Subordinated Claims, including inter-company claims, will not receive any distribution. The Interests in the Debtors will be canceled. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/txsb15-20107-756.pdf About ESCO Marine ESCO Marine, Inc., and four affiliates sought Chapter 11 Bankruptcy protection in Corpus Christi, Texas (Bankr. S.D. Tex.) on March 7, 2015. The cases are assigned to Judge Richard S. Schmidt. The Court approved the joint administration of the Debtors' Chapter 11 cases under ESCO Marine, Inc., Case No. 15-20107. ESCO Metals, LLC, ESCO Shredding, LLC, Texas Best Recycling, LLC, and Texas Best Equipment LLC are affiliates of ESCO Marine. ESCO Marine is the operating parent company. The Debtors have tapped Roderick Glen Ayers, Jr., Esq., at Langley Banack Inc., in San Antonio, as counsel. The Debtors tapped AP Services LLC to designate a chief restructuring officer, and Duff & Phelps Canada Restructuring, Inc. as financial advisors. The Debtor disclosed total assets of $85,908,515 and total liabilities of $93,808,107. Secured creditor Callidus Capital Corporation is represented by Nathaniel Peter Holzer, Esq., at Jordan, Hyden, Culbreth & Holzer, P.C. On July 30, 2015, the U.S. Bankruptcy Court for the Southern District of Texas approved a credit bid by Callidus Capital Corp. that allowed the Canadian company to acquire substantially all of the Debtors' assets, which include machinery and equipment, real property leasehold interests and inventory. EVANGELICAL HOMES: Fitch Affirms BB+ Ratings on 2013 Bonds ----------------------------------------------------------- Fitch Ratings has affirmed the 'BB+' rating on the following bonds issued on behalf of Evangelical Homes of Michigan (EHM): -- $23,910,000 Michigan Strategic Fund series 2013; -- $10,470,000 Economic Development Corporation of the City of Saline (MI) series 2013. The Rating Outlook is Stable. SECURITY The bonds are secured by a pledge of unrestricted receivables of the Obligated Group, a mortgage on the revenue-generating property and structures on the three campuses, and two separate debt service reserve funds. KEY RATING DRIVERS MODEST LIQUIDITY: Liquidity metrics are weaker than investment-grade peers but adequate for the 'BB+' rating level, with 36% cash to debt and 5.4x cushion ratio as of July 31, 2017 compared to the respective non-investment grade medians of 34.2% and 4.4x. CONSISTENT OPERATING PROFITABILITY: Operating profitability is sound, with an operating ratio of 99% in 2017 (fiscal year ended April 30) despite a dip in skilled nursing facility (SNF) revenues during the year. Cash flow is somewhat thin compared to peers, with an obligated group net operating margin (NOM) of 4.5% in 2017 and typically 5%-6%. However, cash flow is adequate in the context of EHM's light debt burden; maximum annual debt service (MADS) equals only 5% of revenue. HIGH EXPOSURE TO SKILLED NURSING: With nearly 70% of revenue generated from SNF services, EHM is more exposed to occupancy fluctuations and reimbursement challenges than communities with higher proportions of ALUs and ILUs. SNF revenues were off budget in 2017 but are poised to improve to date, driven by expanded hospital relationships and market reach through growing home care subsidiaries. STRONG OCCUPANCY: Strong and consistent occupancy is a key credit strength. Independent living unit (ILU), assisted living unit (ALU), and SNF occupancy have averaged 93%, 97%, and 93%, respectively, since fiscal 2013. RATING SENSITIVITIES SUSTAINED OPERATING PERFORMANCE: Fitch expects that occupancy levels and operating performance will be sustained through industry-wide pressures on reimbursement for rehab and nursing care. Sustained weakening of cash flow or coverage would negatively pressure the rating. EXGEN TEXAS: S&P Lowers Rating to 'D' on Bankruptcy Filing ---------------------------------------------------------- S&P Global Ratings said it lowered its project finance rating on ExGen Texas Power LLC (EGTP) to 'D' from 'CCC-'. The '3' recovery rating is unchanged, reflecting S&P's expectation of meaningful (50%-70%; rounded estimate: 50%) recovery in the event of default. On Nov. 7, 2017, EGTP announced that it filed for bankruptcy protection on the portfolio. The filing was accompanied by a motion to sell the Handley Generating Station (a 1.2-gigawatt peaker; the price is just above $50 per kilowatt) to Exelon Generation for $60 million, subject to higher and better offers. In addition, a plan for reorganization was filed to provide for the debtholders at EGTP (on about $650 million of outstanding debt) to become the equity holders of the assets. The bankruptcy was filed in the Delaware U.S. Bankruptcy court. S&P is also lowering its peaker valuation to $50/kW from $75/kW in light of the sale consummated with Exelon Generation; this has no impact on the recovery rating. As per standard operating procedure guidance, S&P Global Ratings will leave the 'D' rating outstanding for at least one month, after which it will assess the market interest and value in keeping the rating outstanding. If this is negligible, the rating will likely be withdrawn. FAMILY CHILD CARE: Disclosures OK'd; Plan Hearing on Dec. 12 ------------------------------------------------------------ The Hon. Clifton R. Jessup, Jr., of the U.S. Bankruptcy Court for the Northern District of Alabama approved on Oct. 30, 2017, Family Child Care, LLC's second amended disclosure statement dated Oct. 30, 2017, referring to the Debtor's first amended plan of reorganization. A hearing to consider the confirmation of the Plan is scheduled for Dec. 12, 2017, at 1:00 p.m. Dec. 4, 2017, at 5:00 p.m., CDT, is fixed as the deadline by which the holders of claims and interests against the Debtor must file ballots accepting or rejecting the Plan. Dec. 4, 2017, at 5:00 p.m., CDT, is also fixed as the last day by which creditors and parties in interest must file any objections to confirmation of the Plan. The Debtor's Second Amended Disclosure Statement says that Class 3 will consist of the equity position of Troy Ponder in the Debtor. Mr. Ponder, or his assigns, will receive no equity distribution (other than salary) unless and until Class 2 is paid in full. It is anticipated that Mr. Ponder will transfer his interest to his daughter, Myra McCrary. The Plan would involve the assumption of the Primrose Franchise Agreement and continued operation of the child care facility as a Primrose Franchise. The Debtor forecasts cash flow sufficient to service the amortized secured debt, the tax claims, the Primrose Franchise assumption, and yield a return to Unsecured Creditors. Equity would be sold to Myra McCrary, but no distribution would be made to equity unless Unsecured Creditors are paid in full. If unsecured creditors are not paid in full during the five-year payout, remaining unsecured debt will balloon and be due and payable by the Debtor. A copy of the Second Amended Disclosure Statement is available at: http://bankrupt.com/misc/alnb17-80334-259.pdf As reported by the Troubled Company Reporter on Oct. 24, 2017, the Debtor filed with the Court a first amended disclosure statement dated Oct. 4, 2017, referring to the Debtor's plan of reorganization. According to that disclosure statement, Class 1(a) will consist of the Allowed Secured Claim of First National Bank in the amount of $1,870,254.32. Class 1(a) will accrue interest at Prime plus 2.75%, currently 7%. Class1(a) will be paid on a five-year term, amortized over 20 years commencing 60 days after the Effective Date of the Plan. Payments will be $14,500.06, per month and a balloon payment in the 61st month of $1,608,128.76. This payment will be paid direct by the Debtor. About Family Child Care Family Child Care, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Case No. 17-80334) on Feb. 3, 2017. The petition was signed by Troy Ponder, owner. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. The case is assigned to Judge Clifton R. Jessup Jr. Stuart M. Maples, Esq., at Maples Law Firm, PC, serves as the Debtor's bankruptcy counsel. FUNERAL SERVICES: December 7 Plan Confirmation Hearing ------------------------------------------------------ Judge Marc Barreca of the U.S. Bankruptcy Court for the Western District of Washington has entered an Ex Parte Order conditionally approving the Disclosure Statement and the Plan of Reorganization filed by Funeral Services LLC on October 31, 2017. That the hearing on confirmation of the Plan has been set to be held on December 7, 2017 at 9:30 a.m. November 30, 2017, is fixed as the last day for filing written acceptances or rejections of the Plan. Any objections to the Plan or Disclosure Statement must be served and filed by no later than November 30, 2017. About Funeral Services Funeral Services LLC -- http://jernsfuneralchapel.net/-- is a family-owned provider of funeral and cremation services based in Bellingham, Washington. The Debtor has served the communities of Whatcom and Skagit Counties, along with those of Lower Mainland British Columbia. Funeral Services sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 17-12710) on June 15, 2017. Bradley Bytnar, owner and operator, signed the petition. The Debtor disclosed $951,812 in assets and $2.19 million in liabilities. Funeral Services is represented by Jacob D. DeGraaff, Esq., at Henry DeGraaff & McCormick PS. An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Funeral Services LLC as of August 23, according to a court docket. GNC HOLDINGS: S&P Lowers CCR to 'B' on Weakened Credit Metrics -------------------------------------------------------------- S&P Global Ratings lowered its corporate credit rating on the Pittsburgh, Pa.-based vitamin and supplement retailer GNC Holdings Inc. to 'B' from 'B+'. The outlook is negative. S&P said, "At the same time, we assigned a 'B' issue-level rating and '3' recovery rating on the company's proposed $705 million secured term loan B and the $500 million first-lien senior secured notes. The '3' recovery rating indicates our expectation for meaningful recovery (50%- 70%; rounded estimate of 60%) of principal in the event of a payment default or bankruptcy. We do not rate the company's proposed $100 million ABL facility. "We will withdraw our ratings on the existing senior secured credit facilities once the refinancing transaction closes. "The downgrade reflects our projection for increased interest expense and weaker credit metrics, including the fixed-charge ratio, under the proposed capital structure. This follows the announced refinancing of the company's existing secured credit facilities via a $705 million term loan B and $500 million senior secured notes, with the proposed debt facilities ranked pari passu. Our expectation also reflects our continued belief that GNC's operations will remain challenged because of increased competitive threats among secular changes in the retail industry. "The negative outlook reflects our expectations for heightened competitive pressures and the risk of an extended decline in operating performance. It also reflect our expectation for weakened credit metrics, including fixed-charge ratio of about 1.5x over the next 12 months. "We could lower the rating if the company continues to lose market share and its performance deteriorates further, with the magnitude of a comparable sales decline at a mid-single-digit rate while margins contract 100 bps or more versus our forecast. This scenario would likely result in our less favorable view of the company's competitive position. We could also lower the ratings if free operating cash flow is significantly lower than our projection. "Although unlikely in the near term, we could revise the outlook to stable if comparable-store sales and customer traffic trends improved to a low-single-digit rate while the operating margins improved by 100 bps versus our projections. Under such a scenario, we would expect total sales to improve modestly and EBITDA margins of 19% or more, resulting in an fixed-charge coverage ratio greater than 1.6x and FFO/debt in the high teens area." GO DADDY: S&P Alters Outlook to Stable on Integration With HEG -------------------------------------------------------------- S&P Global Ratings revised its rating outlook on Scottsdale, Ariz.-based Go Daddy Operating Co. LLC to stable from negative. At the same time, S&P affirmed its 'BB-' corporate credit rating on the company. S&P said, "In addition, we affirmed our 'BB-' issue-level rating on the company's first-lien term loan and revolving credit facility. The recovery rating remains '3', indicating our expectation for meaningful (50%-70%; rounded estimate: 55%) recovery for lenders in the event of a payment default. "The stable outlook reflects strong operating performance and significant progress on GoDaddy's integration of HEG, a Europe-based ISP, including the divestiture of HEG's managed hosting business and GoDaddy's subsequent retirement of its approximately $530 million bridge loan. The outlook also reflects pro forma leverage in the mid-4x area; good free cash flow generation, which we expect will be in the low 20s as a percentage of debt over the next 12 months; and good liquidity, with a cash balance of approximately $550 million as of Sept. 30 2017, coupled with an undrawn $200 million revolver. "The stable outlook reflects significant progress in GoDaddy's integration of HEG and pro forma leverage in the mid-4x area, with our expectation of leverage declining to about 4x over the next 12 months. "We could lower the rating on GoDaddy if profitability stemming from competitive pressures were suppressed for an extended period, or additional debt-funded acquisitions result in adjusted leverage sustained above 5x. "Although unlikely over the near term, we could consider an upgrade on GoDaddy if the company commits to a more conservative financial policy or reduces S&P Global Ratings adjusted leverage to below 3x on a sustained basis." GULFMARK OFFSHORE: Completes Restructuring Plan, Exits Chapter 11 ----------------------------------------------------------------- GulfMark Offshore, Inc. (nyse american:GLF) on Nov. 14, 2017, disclosed that it has completed its financial restructuring plan and emerged from bankruptcy protection under chapter 11 of the U.S. Bankruptcy Code. The Company's court-approved Plan of Reorganization (the "Plan") went into effect, November 14, 2017. The Plan converts approximately $429.6 million of outstanding bonds ("Bonds") into equity, and raises approximately $125 million of new equity capital. "GulfMark is now positioned as one of the best capitalized companies in the global offshore industry," said Quintin Kneen, President and Chief Executive Officer. "With significantly improved financial strength, we are poised to build upon the world-class service we provide to our customers while capitalizing on value enhancing opportunities for our shareholders. "Throughout the restructuring process, our priority has been to deliver world class safety and customer service. We have worked to ensure that GulfMark has the right talent, systems and equipment to meet the tough demands of the current market. Moving forward, our focus on operational excellence and scalability will continue." "We would like to take this opportunity to thank our 1,070 employees and all of our stakeholders for their tremendous effort and support during the reorganization process," said Mr. Kneen. "GulfMark's employees remained focused on delivering safe, reliable service to our customers as we transformed our capital structure and repositioned the company." Upon emergence, the existing shares of GulfMark common stock outstanding prior to the reorganization (the "Legacy Common Stock") were cancelled and GulfMark will issue approximately seven million shares of new common stock (the "New Common Stock"), approximately three million warrants exercisable for one share of common stock at an exercise price per share of $0.01 and 810,811 warrants exercisable for one share of common stock at an exercise price per share of $100.00 (the "Existing Equity Warrants"). The holders of Legacy Common Stock as of the effective date of the Plan will receive 0.00271233 shares of New Common Stock and 0.02931672 Existing Equity Warrants for each share of Legacy Common Stock held by them and cancelled in connection with the reorganization, subject to rounding. The New Common Stock and the Existing Equity Warrants are expected to be listed on the NYSE American under the ticker "GLF" and "GLF WS," respectively, and are expected to begin trading on November 15, 2017. Holders of Bonds who are U.S. Citizens will receive 8.29764454 shares of New Common Stock for every $1,000 of Bonds owned. Subject to certain exceptions, non-U.S. Citizen Bond holders will receive 8.29764454 of Jones Act Warrants for every $1,000 of Bonds owned. In addition, holders of Bonds that participated in our rights offering received New Common Stock or Jones Act Warrants according to their participation therein, as further described in the Chapter 11 Plan of Reorganization of GulfMark, filed with the SEC as Exhibit 2.1 to our Form 8-K filed on May 18, 2017. In addition, the Company's subsidiary, GulfMark Rederi AS ("Rederi") entered into an agreement with DNB Bank ASA, New York Branch, as agent, DNB Capital LLC as revolving lender and as swingline lender, and certain funds managed by Hayfin Capital Management LLP as term lenders, providing for two credit facilities: a senior secured revolving credit facility (the "Revolving Credit Facility") and a senior secured term loan facility (the "Term Loan Facility," and together with the Revolving Credit Facility, the "Facilities"). The Revolving Credit Facility provides for loans of up to $25,000,000, including a $12,500,000 swingline loan subfacility and a $5,000,000 letter of credit subfacility. The Term Loan Facility provides a $100,000,000 term loan, which has been funded in full. The Revolving Credit Facility is available in U.S. dollars, Norwegian krone, British pounds sterling, and Euros. The final maturity date for the Facilities is November 14, 2022. Its previously outstanding credit facilities have been repaid and terminated. Board of Directors Pursuant to the Plan, the Company's new board of directors, consisting of the following persons, was appointed today: Louis A. Raspino, Jr., Chairman, Eugene Davis, Domenic DiPiero, Scott McCarty, Krishna Shivram and Kenneth Traub. Quintin V. Kneen, the Company's President and Chief Executive Officer, will continue to serve as a director. About Gulfmark Offshore GulfMark Offshore, Inc., a Delaware corporation, was incorporated in 1996. The Company provides offshore marine support and transportation services primarily to companies involved in the offshore exploration and production of oil and natural gas. The Company's vessels transport materials, supplies and personnel to offshore facilities, and also move and position drilling and production facilities. The majority of the Company's operations are conducted in the North Sea, offshore Southeast Asia and offshore the Americas. The Company currently operates a fleet of 73 owned or managed offshore supply vessels, or OSVs, in the following regions: 30 vessels in the North Sea, 13 vessels offshore Southeast Asia, and 30 vessels offshore the Americas. GulfMark Offshore, Inc., filed for bankruptcy protection (Bankr. D. Del., Case No. 17-11125) on May 17, 2017. Quintin V. Kneen, president and chief executive officer, signed the petition. The Company reported total assets of $1.07 billion and total debt of $737.1 million as of March 31, 2017. Mark D. Collins, Esq., Zachary I. Shapiro, Esq., Brett M. Haywood, Esq. and Christopher M. De Lillo, Esq., of Richards, Layton & Finger, P.A., as well as Gary T. Holtzer, Esq., Ronit J. Berkovish, Esq., and Debora A. Hoehne, Esq., of Weil Gotshal & Manges LLP serve as counsel to the Debtor. The Debtor has also tapped Blank Rome LLP as corporate counsel; Alvarez & Marsal North America, LLC as financial advisor; Evercore Group L.L.C. as investment banker; Ernst & Young LLP as restructuring consultant; KPMG US LLP as auditor and tax consultant; and Prime Clerk LLC as claims and noticing agent. An ad hoc committee of holders of unsecured senior notes issued by GulfMark Offshore, Inc., is represented by Robert J. Dehney, Esq., and Gregory W. Werkheiser, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in Wilmington, Delaware; and Dennis F. Dunne, Esq., Evan R. Fleck, Esq., Andrew Leblanc, Esq., and Nelly Almeida, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York. GULFMARK OFFSHORE: Hughes Hubbard Served as Counsel to DNB Bank --------------------------------------------------------------- Hughes Hubbard served as bankruptcy counsel to DNB Bank ASA, which was a secured prepetition lender to GulfMark Offshore, Inc. and as also provided debtor in possession financing to GulfMark through its bankruptcy. Hughes Hubbard also served as lenders counsel on the $125 million exit facility that allowed GulfMark to successfully emerge from Chapter 11 protection. The exit financing was arranged by DNB Bank, and the lenders were DNB Bank ASA and funds managed by Hayfin Capital Management LLC. Partner Christopher Kiplok led the Hughes Hubbard team which included Anson Frelinghuysen and Steven Greene. A copy of Gulfmark Offshore Inc.'s Form 8-A12B is available at: http://bankrupt.com/misc/Gulfmark_Offshore_Inc_Form_8-A12B.pdf About Gulfmark Offshore GulfMark Offshore, Inc., a Delaware corporation, was incorporated in 1996. The Company provides offshore marine support and transportation services primarily to companies involved in the offshore exploration and production of oil and natural gas. The Company's vessels transport materials, supplies and personnel to offshore facilities, and also move and position drilling and production facilities. The majority of the Company's operations are conducted in the North Sea, offshore Southeast Asia and offshore the Americas. The Company currently operates a fleet of 73 owned or managed offshore supply vessels, or OSVs, in the following regions: 30 vessels in the North Sea, 13 vessels offshore Southeast Asia, and 30 vessels offshore the Americas. GulfMark Offshore, Inc., filed for bankruptcy protection (Bankr. D. Del. Case No. 17-11125) on May 17, 2017. Quintin V. Kneen, president and chief executive officer, signed the petition. The Company reported total assets of $1.07 billion and total debt of $737.1 million as of March 31, 2017. Mark D. Collins, Esq., Zachary I. Shapiro, Esq., Brett M. Haywood, Esq. and Christopher M. De Lillo, Esq., of Richards, Layton & Finger, P.A., as well as Gary T. Holtzer, Esq., Ronit J. Berkovish, Esq., and Debora A. Hoehne, Esq., of Weil Gotshal & Manges LLP serve as counsel to the Debtor. The Debtor has also tapped Blank Rome LLP as corporate counsel; Alvarez & Marsal North America, LLC as financial advisor; Evercore Group L.L.C. as investment banker; Ernst & Young LLP as restructuring consultant; KPMG US LLP as auditor and tax consultant; and Prime Clerk LLC as claims and noticing agent. An ad hoc committee of holders of unsecured senior notes issued by GulfMark Offshore, Inc., is represented by Robert J. Dehney, Esq., and Gregory W. Werkheiser, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in Wilmington, Delaware; and Dennis F. Dunne, Esq., Evan R. Fleck, Esq., Andrew Leblanc, Esq., and Nelly Almeida, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York. HESS INFRASTRUCTURE: Fitch Assigns First Time BB Long-Term IDR -------------------------------------------------------------- Fitch Ratings has assigned Hess Infrastructure Partners LP (HIP) an initial Long-Term Issuer Default Rating (IDR) of 'BB'. Fitch has also assigned a 'BB+/RR1' rating to HIP's senior secured credit facilities. Fitch has additionally assigned a 'BB/RR4' rating to HIP's proposed bond offering. The Rating Outlook is Positive. The ratings are supported by HIP's relationship with its customer, Hess Corporation (HES). HES possesses a strong investment grade profile (IDR 'BBB-'/Stable) and stands behind a suite of contracts between HES subsidiaries and HIP subsidiaries. These contracts have fee mechanisms by which HES protects HIP from volume downsides and other risks. The ratings also are based on part-owner Global Infrastructure Partners (GIP). GIP has a solid track record in midstream investments, and it is a track record which includes adding value from a deep understanding of the operations of the companies in which GIP invests. GIP is well-positioned to play a credit-supportive role, by both its expertise as well as the governance structure at HIP. In summary, HES (as both customer and part owner) and GIP contribute positively to HIP's credit strength. The ratings also consider the size of HIP. HIP's forecasted annual EBITDA in the near term is below $500 million. Companies with significantly more than $500 million in annual EBITDA generally have, in Fitch's view, more "tools" to withstand challenges than companies with significantly less than $500 million in annual EBITDA. The ratings also consider that HIP operates in a single producing region of the United States. The Bakken region has been stated by HES to be a priority area among its regions where it has broad control on investment pace. The strength of HES and the Bakken are therefore somewhat tied together, and this situation is relevant for Bakken-based HIP. This "single-basin" rating factor incorporates Fitch's view that the Bakken's return to production growth in recent quarters is an important development that in recent years HES has made decent progress moving down the cost curve in the Bakken. The high-return drilling inventory that HES has in the Bakken supports the contracts between HES and HIP. Lastly, the rating incorporates that in life of the important HES-HIP contracts there may be delays or other unlikely events that negatively impact credit quality. Chief among scenarios regarding contract evolution is the remote but not negligible possibility that in a very low-volume downside case the effective per barrel of oil-equivalent fee could become onerous to HES's production plans and become a credit factor. This event and other negative administrative events are unlikely but are regarded by Fitch as important to incorporate in the rating. Fitch regards HIP as being strongly insulated from competition within the Bakken, an important factor for the ratings. HIP enjoys dedication rights in its contracts (expiry for most contracts is December 2023, with a 10-year extension option at HIP's discretion) with respect to virtually all HES's acreage. Further, should HES acquire additional Bakken properties which are not already dedicated, these added parcels would become dedicated to HIP. HIP's asset portfolio has broad reach within the core of the Bakken, and has a value-chain that extends past the processing plants and into fractionation (the only facility in the Bakken), a header pipeline that connects to interstate pipelines, and rail terminal facilities (a Minnesota propane storage facility is effectively controlled by HIP, and helps pull-through on the value-chain, yet HIP's effective economic stake in this facility is the small G.P. share). HIP's strong position amidst Bakken midstream companies is underscored by third-party oil on-deliveries (through HES). These on-deliveries have risen from 10% of oil deliveries to 15%, and this growth has occurred in a context of HES growing its own oil deliveries into the HIP system. The Positive Outlook primarily reflects the potential that HES may increase its rigs in the Bakken by 50%, which is estimated by Fitch to raise its oil production growth rate from the guided 10% p.a., to the approximate area of 20%. In addition to monitoring rig deployments, the Positive Outlook will be resolved based on monitoring the actual production increase by HES (expected by Fitch about five to ten months after rig deployment), as well as total Bakken region production growth (important because HIP does receive third-party physical volumes that are contractually 'wrapped' in the HES contracts). The above rig and production growth metrics drive two things which are important for the credit, one being the size of HIP's EBITDA and the other being cementing the mutuality of interests between HIP as service provider and HES as customer. The senior secured recovery rating of 'RR1' reflects an expectation for a recovery of 91% to 100%, which reflects the strength of HIP and certain terms of the senior secured credit facilities. The senior unsecured recovery rating of 'RR4' reflects an expectation for a recovery of 31% to 50%, which is level typically awarded for senior unsecured securities in the 'BB' ratings category. The Recovery Ratings for both the senior secured and senior unsecured debt reflect the gathering and processing sub-sector's track record for recovery outcomes. KEY RATING DRIVERS Small Single-basin Midstream Company: Through 2019, Fitch forecasts HIP to post less than $500 million p.a. in EBITDA. Small midstream companies generally have less money-raising options when challenges occurr. In addition to small size, HIP only serves a single producing region of the U.S., which concentrates, rather than diversifies, HIP's risk profile. HIP's Bakken region is a region that is adequately-served by competitors. Bakken producers have been focused on the "core of the core" (the Permian is a notable contrast). In the second quarter of 2017, industry-wide Bakken oil production rose 3% from 1Q17 according to the U.S. Energy Information Administration, ending a year-plus period of falling production. HES is a Solid Credit and Operator: HES, which guarantees the obligations of HIP's counterparties, is rated 'BBB-'/ Stable by Fitch. This ratings disposition incorporates a forecast by Fitch that consolidated leverage should significantly decline from 4.7x in mid-2015. The company is viewed as a solid performer with a consistent track record of strong reserve growth at economical costs. Within the Bakken, which HES states gets its first call on capital among operated properties, the company continues to make decent progress moving down the cost curve. From 2Q16 to 2Q17, HES increased barrel of oil equivalent production 1.9%, while the industry as a whole posted 1.3%. GIP's Track Record and Rights at HIP Are Positives: The GIP leadership team have a wealth of expertise as to operations and financing best-practices. The firm has invested or committed $18 billion in equity capital in the energy sector. GIP has key rights in HIP's governance, such as the right to approve contract amendments between HIP and HES (among other important matters relating to HIP's relationships with HES). Contracts Provide Two-fold Revenue Protection but Heighten Risk for HES: HIP is a 100% fee-based business. Its unit-fees are subject to recalculation till the 2023 contract expirations (longer for the Terminal and Export agreement) so as to ultimately achieve a set return, with such recalculation taking into account changes to the cumulative (till 2023) production profile (among other things). The recalculation of fees that come from a strong customer in HES combine to represent the critical foundation of the HIP credit. Against this backdrop, near-term total revenues are bolstered by minimum volume commitments that at the beginning of each year are established (and re-established) for the current year and the two thereafter. Minimum Volume Commitments, once set, cannot be re-set lower. HES as a counterparty will bear heightened costs in a downside volume scenario. DERIVATION SUMMARY HIP's years-of-operations (in its current entity-form), its size (measured by EBITDA), and its geographic-reach are all limited. Among relatively new, one-basin companies, Medallion Gathering and Processing LLC (Medallion) and BCP Raptor, LLC (Raptor) are peers. HIP has concentrated, yet high-quality counter-party risk, whereas Medallion and Raptor are slightly more diversified and have an average shipper-quality that is in the 'BB' category. HIP's production area is not growing as fast as the Permian (where Medallion and Raptor operate), yet this is offset by HIP enjoying annual recalculations and MVC's, while the Permian peers are largely without MVC protection. The IDR of HIP is set one notch above Medallion and BCP due to the strength of the HES relationship (both HES credit quality, and the strength of the contracts between HES and HIP). Viewing just the strength of the HES relationship, a comparable peer is EQT Midstream Partners, LP (EQM). EQM's main (by far) customer and sole-general partner is EQT Corporation (EQT). HES and EQT are rated the same and have the same outlook. HIP and EQM have similar EBITDA leverage (in the mid-to-high 2x's), and both operate in one producing basin. EQM has a two-notch better IDR due to its size (EBITDA over $600 million). A secondary factor is that EQT has been growing its production (and EQM) volumes in the Marcellus (a growing region), while HES has not been materially growing its oil volumes in the Bakken (on an LTM basis), nor has the Bakken been materially growing. KEY ASSUMPTIONS Fitch's key assumptions within its rating case for the issuer include: -- The below assumptions are consistent with the Fitch price deck for West Texas Intermediate, Brent and Henry Hub. -- Revenues reflect that oil production is at the MVC-level in years 2017-2019. -- Capital expenditures are generally for additional well- connects and compression. -- The 2019 de-bottlenecking and expansion of the Tioga gas processing plant is achieved primarily on the back of a increase in O&M costs. -- Maintenance capital expenditures are approximately $10 million p.a. for this relatively new system. -- HES remains obligated under the relevant contracts. RATING SENSITIVITIES Future Developments That May, Individually or Collectively, Lead to Positive Rating Action -- Positive rating action for HES. -- A significant acquisition which diversifies the company's business risks, provided that leverage stays below a certain point in the range 4.5x-5.5x, with that point depending on the risk profile of the acquisition. -- HES announces the addition of two rigs in the Bakken in its January 2018 production plan announcement, and the rig additions result (by the summer of 2018) in a positive inflection point for production for HES, and total Bakken production is flat or rising. (In the event that HES does not raise its rig count in the Bakken from the current four rigs, the Positive Outlook may be revised to Stable. Future Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Negative rating action for HES. -- GIP exits HIP, and the new ownership structure vests in HES certain key governance rights formerly vested with GIP. -- Adverse changes in certain terms in the array of HIP's contracts. -- Adjusted leverage rising above 4.0x on a sustained basis in the context of HIP maintaining its current size. LIQUIDITY Fitch expects HIP liquidity will be adequate. Capital needs for the base business are expected to be minimal as the system is largely built out, in the context of expected near-term production by HES and the third-party volumes which HES on-delivers to HIP. Capital deployment may occur as to the span and scope of HIP's North Dakota/Minnesota-based business, and Fitch anticipates HIP will fund opportunities using the company's $600 million Revolving Credit Facility. The Revolving Credit Facility matures in late 2022. Maturities are manageable, with the company's only obligation in the next five years being a step-up amortization schedule on the $200 million term loan of 0% in year one to 10% in year five. Additionally, Hess Midstream Partners, LP (HESM), the publicly traded entity within the HIP corporate structure, maintains a $300M Revolver that matures in March 2021, which is another source of funding for capital expenditures and operating activities for the same pool of assets. As of Sept. 30, 2017, this facility remains undrawn. FULL LIST OF RATING ACTIONS Fitch has assigned the following first-time ratings: Hess Infrastructure Partners LP -- Long-term IDR 'BB'; -- Senior secured term loan A 'BB+/RR1'; -- Senior secured revolving credit facility 'BB+/RR1'; -- Senior unsecured notes 'BB/RR4'. The Outlook is Positive. HESS INFRASTRUCTURE: Moody's Assigns Ba2 Corp. Family Rating ------------------------------------------------------------ Moody's Investors Service assigned first time ratings to Hess Infrastructure Partners LP (HIP), including a Ba2 Corporate Family Rating (CFR), a Ba3 senior unsecured notes rating, a Ba2-PD Probability of Default Rating (PDR) and a Baa3 senior secured rating. The outlook is stable. The notes will be the beneficiary of upstream guarantees from wholly-owned domestic subsidiaries. Net proceeds of the proposed notes offering will be largely used to refinance existing indebtedness. The notes are being co-issued by Hess Infrastructure Partners Finance Corp. HIP is a 50/50 joint venture between Hess Corporation (HES, Ba1 stable) and Global Infrastructure Partners. HIP owns an 80% economic interest in various midstream assets operating in the Bakken and Three Forks Shale formations (the Bakken). The remaining 20% interest in these assets is held by the master limited partnership (MLP) Hess Midstream Partners LP (HESM, not rated) in which HIP holds the 2% general partnership interest and 100% of the Incentive Distribution Rights (IDRs). "HIP's Ba2 CFR reflects the strong contractual relationship it has with Hess and the integrated midstream services it owns and operates in support of Hess's production and ongoing development of its Bakken and Three Forks crude oil production activities, the single largest concentrated source of Hess's consolidated crude oil production," commented Andrew Brooks, Moody's Vice President. "While there is organizational complexity to the HIP/HESM relationship, corporate governance as it relates to the management and control of the two entities is seemingly well aligned." Assignments: Issuer: Hess Infrastructure Partners LP -- Probability of Default Rating, Assigned Ba2-PD -- Corporate Family Rating, Assigned Ba2 -- Senior Secured Bank Credit Facility, Assigned Baa3 (LGD2) Issuer(s): Hess Infrastructure Partners LP/Hess Infrastructure Partners Finance Corp. -- Senior Unsecured Regular Bond/Debenture, Assigned Ba3 (LGD5) Outlook Actions: Issuer: Hess Infrastructure Partners LP -- Outlook, Assigned Stable RATINGS RATIONALE Hess, whose leased acreage is well positioned in the core of the Bakken, sourced approximately 35% of its total world-wide oil and gas production from the Bakken, 103,000 barrels of oil equivalent (Boe) per day, and 42% of its total liquids production over the first nine-months of 2017. Hess believes it can grow its Bakken production 10% annually with its four-rig drilling program. HIP's crude oil and natural gas gathering and processing (G&P), fractionation and logistics services contracted to Hess are highly integrated with and are a critical element of moving this production downstream of the wellhead. HIP's roughly $320 million of estimated pro forma 2017 EBITDA is generated about 50% from gathering, around 40% processing and under 10% logistics (terminals and rail). Hess's Bakken crude and natural gas volumes approximate 85% and 70% of total HIP throughput crude and natural gas volumes, respectively; third-party volumes are also originated through Hess, essentially making Hess HIP's sole contract counter-party. Midstream services are fully contracted and 100% fee based, structured to minimize commodity price and volume risk. Ten-year term contracts were initiated in January 2014, under which HIP has unilateral rights to a 10-year contract renewal. Contracts are structured under a cost of service construct designed to deliver a fixed rate of return, which are re-set annually to maintain that targeted rate of return, and further provide for minimum volume commitments (MVCs), which are set on a rolling three-year basis. The combination of fixed fee contracts underpinned with MVCs generates a stable EBITDA stream, also affording upside through production growth and the possibility of additional midstream asset dropdowns, third-party acquisitions or joint ventures. HIP has targeted debt leverage not to exceed 3.5x, expecting to finance growth opportunities with a balanced mix of debt and equity. Moody's expects distribution coverage to remain comfortably in excess of 1x. Managing to these financial metrics further helps support the Ba2 CFR, notwithstanding the growth-oriented, high payout MLP structure embedded within HIP. Moody's views HIP as possessing adequate liquidity. Pro forma for the notes offering, HIP will have approximately $230 million of September 30 balance sheet cash, with no borrowings outstanding under HIP's $600 million secured revolving credit facility. Growth capital spending is presumed to consume most of HIP's balance sheet cash through 2018. The revolver has a 2022 scheduled maturity date. Note proceeds will have repaid revolver outstandings and permanently reduced a secured Term Loan A to $200 million. Note proceeds will also fund a modest $50 million distribution to the two partners. The proposed $800 million senior unsecured notes are rated Ba3 (LGD-5), one notch below the Ba2 CFR in accordance with Moody's Loss Given Default (LGD) methodology in consideration of the priority claim that the $600 million secured revolving credit and the $200 million Term Loan A have relative to the company's assets. The revolver and Term Loan A are pari passu with respect to one another and are rated Baa3 in accordance with Moody's LGD. Should HIP choose to exercise the revolver's $450 million accordion option, the secured rating could fall to Ba1. The outlook is stable reflecting the contractual source of cash flows which have been largely insulated from commodity price and volume risk. HIP could be upgraded should EBITDA exceed $500 million with leverage remaining at or below 3.5x, and presuming HIP remains insulated from commodity price and volume risk in the incremental EBITDA through contract structure. HIP could be downgraded should leverage widen out to exceed 4.5x, should asset dropdowns to HESM erode cash flow and asset coverage, or should dropdown proceeds not be used for debt reduction resulting in increased leverage. Should Hess be downgraded to Ba2 or below, HIP could be similarly downgraded. The principal methodology used in these ratings was Midstream Energy published in May 2017. Hess Infrastructure Partners LP is headquartered in Houston, Texas. HESS INFRASTRUCTURE: S&P Assigns 'BB+' CCR, Outlook Stable ---------------------------------------------------------- Houston-based midstream energy partnership Hess Infrastructure Partners L.P. (Hess Infrastructure) is proposing an issuance of $800 million senior unsecured notes due 2026. The partnership plans to use the proceeds of the offering to repay borrowings outstanding under its revolving credit facility, to reduce the amount of borrowings outstanding under its term loan A to $200 million, to fund a $50 million distribution to its sponsors (Hess Corp. and Global Infrastructure Partners), and to fund cash to balance sheet. S&P Global Ratings said it assigned its 'BB+' corporate credit and senior unsecured ratings to Hess Infrastructure Partners L.P. (Hess Infrastructure). The outlook is stable. S&P said, "At the same time, we assigned our 'BBB-' issue-level rating and '1' recovery rating to the company's senior secured debt. The '1' recovery rating indicates our expectation that lenders will receive very high (90%-100%; rounded estimate: 95%) recovery in the event of a payment default. The senior unsecured notes have a '3' recovery rating indicating our expectation that lenders will receive meaningful (50%-70%; rounded estimate 55%) recovery in the event of a payment default. "The 'BB+' corporate credit rating on Hess Infrastructure reflects our assessment of a fair business risk profile and modest financial risk profile. The partnership is a 50/50 JV formed in 2015 between Hess Corp. and Global Infrastructure Partners (GIP). Hess Infrastructure has an 80% economic interest in various operating assets and controls the general partnership of master limited partnership (MLP), Hess Midstream Partners L.P. (unrated). We rate Hess Infrastructure using a consolidated approach. "The stable outlook reflects the stable rating outlook on JV sponsor, Hess. We expect Hess to maintain FFO to debt between 25% and 30% and debt to EBITDA below 3x over the next two years. On a stand-alone basis, we expect Hess Infrastructure's consolidated adjusted leverage to remain below 3x as a result of the company's minimum volume commitments with Hess. "A negative rating action on Hess would not automatically lead to a negative rating action on Hess Infrastructure unless we believed Hess Infrastructure's SACP was no better than 'bb'. On a stand-alone basis, we could lower our ratings on Hess Infrastructure if consolidated adjusted debt to EBITDA were sustained above 4.5x. "The most likely factor that would lead to a positive rating action on Hess Infrastructure would be a similar rating action on Hess. This could occur if Hess maintained FFO to debt of 45% and spending decreased to within internally generated cash flows. Though unlikely in the near term due to the limited scale and geographic concentration, higher ratings could occur if we raised Hess Infrastructure's SACP. This could occur if the partnership were able to significantly improve its scale while maintaining credit metrics below 4.5x." HKD TREATMENT: Taps Good Schneider as Special Counsel ----------------------------------------------------- HKD Treatment Options, P.C. seeks approval from the U.S. Bankruptcy Court for the District of Massachusetts to employ Good Schneider & Fried as its special counsel. The firm will continue to provide legal services related to two administrative subpoenas duces tecum issued by the U.S. Department of Justice to the Debtor, and represent the Debtor in any litigation that may result. The Debtor paid the firm a pre-bankruptcy retainer in the amount of $10,000. Good Schneider does not represent or hold any interest adverse to the interest of the Debtor's estate, according to court filings. The firm can be reached through: Phillip G. Cormier, Esq. Good Schneider & Fried 83 Atlantic Avenue Boston, MA 02110 Phone: (617) 523-5933 Email: pc@gscfboston.com About HKD Treatment Options HKD Treatment Options -- http://www.hkdtreatmentoptions.com/-- provides behavioral health counseling and treatment plans to help patients recover from alcohol and drug addiction. Based in Lowell, Massachusetts, HKD Treatment Options filed a Chapter 11 petition (Bankr. D. Mass. Case No. 17-41895) on Oct. 20, 2017. Hung K. Do, president and director, signed the petition. Judge Elizabeth D. Katz presides over the case. The Debtor hired Richard A. Mestone, Esq., at Mestone & Associates LLC as its bankruptcy counsel; and Dennis and Associates as its accountant. The Debtor estimated less than $50,000 in assets and $1 million to $10 million in liabilities. HORIZON SHIPBUILDING: Taps Irvin Grodsky as Legal Counsel --------------------------------------------------------- Horizon Shipbuilding, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Alabama to hire Irvin Grodsky, P.C. as its legal counsel. The firm will assist the Debtor in the preparation of a bankruptcy plan and will provide other legal services related to its Chapter 11 case. Irvin Grodsky, Esq., and Ruth Lichtenfeld, Esq., charge $275 per hour and $150 per hour, respectively. Paralegals charge an hourly fee of $75. The Debtor paid the firm a retainer in the sum of $23,377.55, plus $1,717 for the filing fee. Grodsky has no connection with the Debtor or any of its creditors, according to court filings. The firm can be reached through: Irvin Grodsky, Esq. Irvin Grodsky, P.C. 454 Dauphin St. Mobile, AL 36602-2404 Email: igpc@irvingrodskypc.com Email: igrodsky@irvingrodskypc.com About Horizon Shipbuilding Inc. Horizon Shipbuilding, Inc., an Alabama corporation, designs, builds and repairs ships, boats, and barges up to 300' in length and 1500 tons launch weight. Its customer base includes tug and barge operators, the offshore oil industry, cruise and diving industry, and specialized craft for the United States and foreign governments. Horizon Shipbuilding is located on the Southwestern coast of Alabama, about 30 miles from the port of Mobile. Horizon Shipbuilding sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ala. Case No. 17-04041) on October 24, 2017. Travis R. Short, 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. HOSTESS BRANDS: S&P Rates Restated $994MM 1st Lien Term Loan 'BB-' ------------------------------------------------------------------ S&P Global Ratings said that it assigned its 'BB-' issue-level ratings to Hostess Brands LLC's proposed amended and restated $994 million first-lien term loan due 2023, extended from 2022. S&P said, "The recovery rating is '2', indicating our expectation for substantial (70% to 90%; rounded estimate: 70%) recovery in the event of a payment default. The company plans to refinance its existing first-lien term loan (which is rated 'BB-' with a '2' recovery rating) with this amended, extended, and repriced facility. The majority of terms remain the same as the existing agreement. All ratings are subject to review upon receipt of final documentation. We will withdraw the ratings on the company's existing first-lien term loan following the close of this transaction. Our other ratings, including the 'B+' corporate credit rating and stable outlook on parent Hostess Holdco LLC, are unaffected by this transaction." This is a leverage-neutral transaction, which will help the company modestly reduce its interest expense. S&P said, "We estimate debt leverage for the 12 months ended Sept. 30, 2017, of around 4x. We forecast leverage will decline to below 4x by the end of 2017. However, we expect Hostess to maintain leverage between 4x-5x over the next 12-24 months because we expect the company to be acquisitive. We expect the company to seek mostly tuck-in acquisitions that can be funded with internal cash flows, and to use a combination of equity and debt for any larger deals. Our ratings on Hostess also reflects the company's participation in the fragmented and highly competitive snack cake category (which is susceptible to changes in consumer preferences as well as health and wellness concerns); its narrow business and product focus; and its customer, brand, and geographic concentration." RECOVERY ANALYSIS Key Analytical Factors S&P's simulated default scenario contemplates a default occurring in 2021, stemming from the loss of market share from increased competition, or the inability to maintain profitability from higher costs. This is exacerbated by weak overall growth in the snack cake segment, which leads to substantial declines in revenue, cash flow, and earnings. -- Year of default: 2021 -- EBITDA at emergence: $141.9 million -- Implied enterprise value multiple: 6x -- Insolvency jurisdiction: U.S. The default EBITDA of $141.9 million roughly reflects fixed-charge requirements of about $78.7 million in interest costs (assuming a higher rate because of default and includes prepetition interest), $10.0 million in term loan amortization and $12.7 million in minimal capital expenditure (capex) assumed at default. We make an operational adjustment of 40% to bring the EBITDA decline in line with similarly rated peers and because the company's fixed-charges undervalue the company. We estimate a gross valuation of $851.4 million assuming a 6x EBITDA multiple based on the company's brand strength. Calculation of EBITDA at emergence: -- Debt service assumption: $78.7 million (assumed default year interest and amortization) -- Minimum capex assumption: $12.7 million -- Preliminary emergence EBITDA: $101.4 million -- Operational adjustment: 40% -- Emergence EBITDA: $141.9 million Simplified Waterfall -- Emergence EBITDA: $141.9 million -- Multiple: 6x -- Gross recovery value: $851.4 million -- Net recovery value for waterfall after administrative expenses (5%): $808.8 million -- Obligor/non-obligor valuation split: 100%/0% -- Collateral value available to secured first-lien debt: $808.8 million -- First-lien secured debt claims: $1,088.4 million -- Recovery range for senior secured debt: 70%-90%, rounded estimate 70% RATINGS LIST Hostess Brands Inc. Hostess Holdco LLC Corporate Credit Rating B+/Stable/-- New Rating Hostess Brands LLC Senior Secured $993.762 mil 1st-lien term ln due 2023 BB- Recovery Rating 2(70%) HUDSON VALLEY DRYWALL: To Pay Unsecured Creditors in Full --------------------------------------------------------- Hudson Valley Drywall, Inc., filed with the U.S. Bankruptcy Court for the Southern District of New York a small business disclosure statement describing its plan of reorganization dated Nov. 3, 2017. Under the plan, secured creditors are classified in Class 1, and will receive a distribution of 100% of their allowed claims in accordance with their applicable loan agreements. General unsecured creditors are classified in Class 2, and will receive a distribution of 100% of their allowed claims, to be distributed as follows: 90 days following confirmation, the reorganized Debtor will make a single lump-sum payment in full. Class 3, comprising the Debtor's union creditors, will be paid according to a certain settlement agreement between the Debtor and those creditors. Payments and distributions under the Plan will be funded through cash flow from operations and future income, primarily the net proceeds generated from the Debtor's construction projects. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/nysb17-35788-72.pdf About Hudson Valley Drywall Inc. Hudson Valley Drywall, Inc. is a family-owned construction company located in Beacon, New York, specializing in metal framing, drywall, acoustical ceilings, doors, hardware and more, with over 50 years of combined construction experience. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 17-35788) on May 10, 2017. Joseph T. Kelly, vice-president, signed the petition. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $1 million. INTERNATIONAL RENTALS: Sale of Property to Fund Proposed Plan ------------------------------------------------------------- International Rentals Corp. filed with the U.S. Bankruptcy Court for the District of Maryland a disclosure statement for its proposed plan of reorganization. The Plan is based upon the belief that the reorganization of the Debtor, through the sale of its Rockville, Maryland property will generate significantly more funds for repayment of creditors than if the bankruptcy case were converted to a Chapter 7 liquidation. Class 6, which consists of all general unsecured claims, will receive a pro-rata distribution (including interest at the federal judgment rate, to the extent surplus funds are available) after payment in full of claims in Classes 1 through 5, and all costs and expenses of the administration of these proceedings. Payment to this Class will be made within 90 days after the Effective Date. A holder of a Class 6 Claim may agree to less favorable treatment. Class 6 claims are an impaired class under the Plan. The funds necessary to implement the Plan will be generated from sale of the Property. The Plan requires the Debtor to sell the Property by June 1, 2017, however if the Property and him and y is not sold by that date, and there is at that time a ratified contract for the sale of that property, then the debtor will have an additional 45 days in which to close on that pending ratified contract. Any net proceeds from the deposit and any proceeds generated from the sale of the Property will be used to satisfy the requirements of the Plan. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/mdb17-15505-41.pdf About International Rentals Corp International Rentals Corporation, a single asset real estate, filed a Chapter 11 petition (Bankr. D. Md. Case No. 17-15505) on April 20, 2017. Jose A. Reig, president, signed the petition. The case is assigned to Judge Lori S. Simpson. The Debtor is represented by Steven H. Greenfeld, Esq., at Cohen, Baldinger & Greenfeld, LLC. At the time of filing, the Debtor estimated assets and liabilities between $1 million and $10 million. INVENERGY THERMAL: Moody's Affirms B1 Rating; Outlook Negative -------------------------------------------------------------- Moody's Investors Service has affirmed the B1 rating on Invenergy Thermal Operating I LLC's (Invenergy) first lien senior secured credit facilities, outlook is negative. The rated first lien facilities consist of a $340 million senior secured first lien term loan B due 2022 ($312 million outstanding) and a $70 million senior secured first lien revolver due 2020 utilized for working capital purposes (which includes an $8 million L/C for collateral posting under the heat rate call option (HRCO) at Ector). In addition to the first lien term loan B, Invenergy has $204.7 million in outstanding second lien term loan C (unrated) and approximately $403.5 million of proportional project level debt (unrated). Total consolidated debt outstanding as of September 30, 2017 (adjusting for the proportional project level debt and assuming a fully drawn revolver) is approximately $990 million. RATINGS RATIONALE The affirmation of the B1 first lien term loan rating reflects the significant improvement in cash flow generation at the Nelson plant in northern Illinois since the second quarter of the year, which is expected to continue as a result of local transmission upgrades completed in April 2017 that have led to considerable nodal basis improvement for the plant. In addition, management has undertaken further measures to both improve cash flow generation such as entering into a 5-year heat rate call option (HRCO) for Ector's entire capacity (a 330 MW plant in western Texas) as well as reducing financial costs going forward by refinancing debt at the Spindle Hill operating entity level and using proceeds to prepay first lien debt. For the twelve months ended September 30, 2017, the project's cash flow was $49.6 million, or 90% above the same period in the prior year of $27 million and in line with Moody's expectations. Although this improvement is notable, it is still below Moody's original anticipated levels of nearly $80 million (compared to roughly $90 million anticipated by the sponsor). Debt service coverage ratio (DSCR) per Moody's calculation is expected to be above 1.0x for full year 2017. By comparison, an equity cure of $9.9 million by the sponsor was required in the 3Q of 2016 in order for the project to remain in compliance with both debt service coverage covenant and interest coverage covenant at the first lien and second lien, respectively. Also, Invenergy had to utilize the PIK feature under its second lien both in the Q4 2016 and Q1 2017, having accrued $4.7 million in interest. Given the improved cash flow performance at the Nelson plant, Moody's does not expect additional accruals of second lien interest, or equity cures to meet financial covenants in the foreseeable future. On a prospective basis, Moody's anticipate total CFADS (after project distributions) to be on average around $70 million per year through 2022, providing necessary cushion to meet financial covenants on a prospective basis, but remaining lower than the original expectation of B/Ba range. Moody's also anticipate around $15 million per year on average of excess cash flows to reduce first lien debt outstanding through 2022. In the 3Q 2017, unrated debt at Spindle Hill, a 314 MW peaker in Colorado, was refinanced at lower cost which also permitted an upsizing of the facility by approximately $29 million. Invenergy's share of the proceeds through its 51% ownership were used to make a $14 million mandatory prepayment under its first lien debt outstanding. Given the principal repayment is applied in reverse order of maturity per the credit agreement, annual mandatory principal payments of $3.4 million on the first lien debt will not be required in the last 3.5 years of the transaction (2019-2022), which more than offsets the increased financing costs at Spindle Hill associated with the facility upsize. Moody's views the reduction in first lien debt outstanding and reducing mandatory principal payments as credit positive, however it also acknowledges the increase in opco level debt which is structurally ahead of the first lien. Operating performance at five of the plants has been satisfactory during the first nine months of 2017 so far, but a sixth plant, Hardee, a 370 MW combined cycle in Florida had a generator step-up unit (GSU) failure in late June. Invenergy has been able to utilize a spare GSU on site to remain operational but it is not sufficient to support one of the simple cycle units which has remained offline. The GSU has been shipped to a repair facility offsite and not expected to return to service until Q1 2018. Invenergy expects to receive property and business interruption insurance proceeds of over $6 million in the 4Q 2017 or 1Q 2018, excluding deductibles. As a result, cash flows associated with Hardee are not expected to be significantly impacted during this six month period while the repair of the GSU is completed. St. Clair' dispatch, a 584 MW combined cycle in Ontario, also has been negatively affected by the Ontario's Independent Electric System Operator (IESO)'s cap and trade program which started earlier this year. Although St. Clair has successfully amended its "contract for differences" with the IESO enabling it to pass through carbon costs for all deemed dispatch hours, it is operating less. As a result, cash flows have not changed because losses in physical energy revenue have been offset by capacity revenues. Despite the above mentioned improvements, the borrower's credit quality continues to reflect substantial holding company leverage, a high-cost capital structure, and a portfolio of generating assets that relies on merchant-based cash flows derived from a combined cycle plant in northern Illinois for around 30% of cash available for debt service (CFADS). Although a recently signed HRCO at the Ector plant is expected to generate at least $6 million or so in cash flows versus a flat to negative contribution in FY 2016 and estimated for FY 2017, this is still significantly below the level of cash flow generation originally expected from the plant at above $20 million per year. Similarly, although capacity factors have greatly improved at Nelson since the completion of the Grand Prairie 345 KV transmission line alleviating the congestion from the western part of Illinois into the city of Chicago, oversupply and low natural gas prices continue to maintain commodity prices below original expectations leaving prospective CFADS to be weaker than originally anticipated, reducing debt pay-down and heightening refinancing risk. The completed transmission line could bring in additional renewable supply from Midwestern wind farms which will likely weaken overall market energy prices in the region. Moody's expect that nearly 70% of the first lien term loan will remain outstanding at maturity versus the 40% original expectation. The B1 rating also acknowledges the priority security position of the first lien lenders over the second lien. At nearly 40% of the combined first and second lien term loan at Invenergy, the second lien provides a reasonable cushion of capital junior to the first lien that supports good recovery prospects for first lien lenders relative to second lien lenders in a distressed scenario. That said, the 1.1x first lien debt service coverage covenant (DSCR) and 1.05x second lien interest coverage covenant is a greater burden for the project to achieve given its high cost capital structure and ties the default probabilities of the first and second lien debt much closer. Further, although the PIK feature of the second lien allows for some flexibility in meeting the first lien DSCR, only up to 50% of required second lien interest can be accrued and the second lien interest covenant includes all required interest. The negative outlook incorporates the uncertainty around the borrower ability to reach sustainable cash flow generation commensurate with Moody's expectations, coupled with the near-term operating difficulties at the Hardee plant which are expected to be solved by early next year but is still expected to have a negative, albeit limited, impact on cash flow generation. The rating is unlikely to be upgraded on account of the issuer's heavily leveraged capital structure, financial performance which has been significantly below original expectations over the past two years, and expectations for continued lower cash flow generation versus original projections resulting in increased refinancing risk anticipated at maturity. The outlook could stabilize should the contracted assets demonstrate consistent cash flow and distributions and should the Nelson plant perform as expected resulting in Invenergy comfortably meeting annual debt service requirements for first and second debt holders leading to first lien debt reduction through the excess cash flow sweep. Moreover, further and meaningful debt reduction, or significantly higher cash flow generation than anticipated which improves financial metrics to FFO/debt that exceeds 12% and DSCR is greater than 1.7x on a consistent basis,could lead to positive pressure. The rating could be downgraded should cash flow be lower than recently revised expectations leading to continued weak cash flow generation and financial metrics of less than 6% FFO/Debt and 1.6x DSCR. Additionally, draws on reserves or financial covenant violations could also lead to a rating downgrade. Invenergy holds Invenergy Clean Power LLC's interests in a portfolio of six gas-fired plants located throughout the United States and Canada. Three of the projects are wholly owned (St. Clair (584 MW, Ontario), Nelson (584 MW, Illinois) and Ector (330 MW, Texas)) while the other three (Cannon Falls (357 MW, Minnesota), Spindle Hill (314 MW, Colorado) and Hardee 370 MW, Florida)) are joint ventures in which Invenergy holds a 51% share. The principal methodology used in these ratings was Power Generation Projects published in May 2017. J G WENTWORTH: S&P Lowers ICR to 'D' Amid Restructuring ------------------------------------------------------- S&P Global Ratings said it lowered its issuer credit rating on J.G. Wentworth LLC (JGW) to 'D' from 'CCC-'. S&P said, "At the same time, we lowered our issue-level rating on the company's senior secured debt to 'D' from 'CCC-'. The recovery rating remains at '4', indicating that creditors could expect average 30% recovery." S&P said, "Our rating action reflects the company's announcement that it is filing for Chapter 11 bankruptcy. JGW's planned terms for restructuring propose cash consideration for senior secured debtholders of the lesser of $45 million and the aggregate amount such that at least $50 million of pro forma liquidity be maintained on the company's balance sheet, as well as 95.5% of the reorganized company's new common equity. In addition, the company will reappoint its board of directors to reflect the new ownership after the restructuring. The company expects to emerge from Chapter 11 in or around January 2018. "Our simulated default scenario contemplates a payment default in 2017. We assume a reorganization following the default, using an emergence EBITDA multiple of 4x to value the company. The lower multiple reflects a weaker business risk profile than peers'." Simulated default assumptions -- Simulated year of default: 2017 -- EBITDA at emergence: $37.7 million -- EBITDA multiple: 4x Simplified waterfall -- Net enterprise value (after 3% administrative costs): $146.4 million -- Senior secured debt: $471.1 million --Recovery expectations: 30% JOBS FOR BABCOCK: Taps James Joyce as Bankruptcy Counsel -------------------------------------------------------- Jobs For Babcock I, LLC and Jobs For Babcock II, LLC have filed separate applications seeking approval from the U.S. Bankruptcy Court for the Western District of New York to hire James Joyce, Esq., as their legal counsel. Mr. Joyce will advise the Debtors regarding their duties under the Bankruptcy Code and will provide other legal services related to their Chapter 11 cases. The Debtors propose to compensate the attorney at the rate of $250 per hour for his services. Mr. Joyce received a retainer from the Debtors in the sum of $1,500 prior to the petition date. Mr. Joyce disclosed in a court filing that he does not hold or represent any interest adverse to the Debtors' estates. Mr. Joyce maintains an office at: James M. Joyce, Esq. 4733 Transit Road Buffalo, NY 14043 Phone: (716) 656-0600 About Jobs For Babcock Jobs For Babcock I, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.Y. Case No. 17-12293) on October 23, 2017. On October 24, 2017, Jobs For Babcock II, LLC filed a Chapter 11 petition (Bankr. W.D.N.Y. Case No. 17-12296). Jennifer O'Neill, its president, signed the petitions. At the time of the filing, the Debtors disclosed that they had estimated assets of less than $500,000 and liabilities of less than $100,000. JOHN BASISTA: Sale of 50% Interest in Sewickley Property Approved ----------------------------------------------------------------- Judge Jeffery A. Deller of the U.S. Bankruptcy Court for the Western District of Pennsylvania authorized John J. Basista to sell his 50% interest in the approximately 216 acres of tract located at Brunazzi Road, Sewickley Township, Westmoreland County, Pennsylvania, and identified as tax no. 58-06-00-0-008, to Daryl L. Dermotta for $260,000 less a credit of $4,197 for a net sale price of $255,801. A hearing on the Motion was held on Nov. 7, 2017 at 10:00 a.m. Objection deadline was Oct. 21, 2017. The sale is free and divested of liens and claims, with said liens and claims to attach to the proceeds of sale. Following liens, expenses, and costs will immediately be paid at the time of closing in the order of priority set forth. Failure of the closing agent to timely make and forward disbursements required by the Order will subject the closing agent to monetary sanctions. The proceeds of sale will be distributed at closing in the following order of priority: a. $17,500 will be escrowed with Commonwealth Land Title Insurance Co. ("CLTIC") for payment of any Pennsylvania inheritance, Pennsylvania estate tax, and for Federal estate tax which may be due as a result of John Basista's inheritance of the Property and for the legal fees to pay for the preparation and filing a Pennsylvania inheritance tax return but not to exceed $2,500 and, in the event a surplus remains after payment of the Taxes and legal fees, CLTIC will distribute the excess on a prorated basis between the balance owed on the judgment of Elina M. Dang judgment lien entered on June 30, 2016 at 15 JU 02075 in the amount of $58,190 and the balance owed on the judgment of Liem Dang and Khanh Doan judgment lien entered on June 30, 2016 at 15 JU 02075 in the amount of$232,755; b. Current real estate taxes for 2017 for the Debtor's interest will be pro-rated t closing; c. 50% of unpaid real estate taxes for tax years pre-dating for the entire tract will be paid by the Debtor with Buyer paying his 50% share for the entire tract; d. 50% of sewer, water, and other municipal claims for services rendered through date of closing for the entire tract with Buyer paying his 50% share for the entire tract; e. the Debtor's share of real estate transfer taxes; f. Realtor commission in the amount of $20,800 will be paid to Shale Consultants, LLC whose retention has been approved by the Court; g. Costs of local newspaper and legal journal advertizing in the amount of $1 14.40 to be paid to Gary W. Short. h. Court approved attorney’s fees of the Debtor's counsel, Gary W. Short, in the amount of $6,474 (an itemization of service and expenses was filed with the Court on Nov. 7, 2017); i. Balance owed to the Westmoreland County Adult Probation Office related to a judgment entered on January 18, 1994 in the amount of $7,458.94 at Docket No. 345-1994; j. The balance owed on a Pennsylvania Department of Revenue tax lien recorded in Westmoreland County, Pennsylvania on April 3, 2014 in the amount of $3,316 at no. 1706-14 as per a pay off statement to be provided by Revenue; k. Royalty Lender, Ltd. and the Debtor have settled an objection which is pending against the claim of Royalty by agreeing that (1) Royalty will be paid at closing the allowed secured claim of $123,000 as of Oct. 1, 2017 with interest at 6% on the judgment amount ($107,298) from Oct. 1, 2017 through closing less credits for all royalty payments received by Royalty on or after Oct. 1, 2017 through closing; (ii) Royalty will hold the payment in escrow until the Court approves the settlement; and (iii) the Debtor and Royalty will file a stipulation to settle the objection as stated within 15 days; l. The balance owed to the Westmoreland County Clerk of Court related to ajudgment entered on Aug. 4, 2015 at 15EJ01651 in the amount of $398; m. The balance owed on a Revenue tax lien recorded in Westmoreland County, Pennsylvania on Sept. 22, 2015 at no. 4614-15 in the amount of $1 1,985 as per a pay off statement to be provided by Revenue; n. $13,050 which represents John J. Basista's exemption claim in the Property will be distributed as follows: $932 will be paid to "Clerk, United States Bankruptcy Court" with the check marked "filing fee, no. 16-24231 JAD" and mailed to U.S. Bankruptcy Court, 5414 U.S. Steel Tower, 600 Grant Street, Pittsburgh, PA 15219 and $12,118 will be paid to John J. Basista; o. The balance owed on the Livingston Financial, LLC judgment at docket no. 09C109024 less $13,050; q. The remainder of the sale proceeds, if any, will be prorated between the balance owed on the judgment lien of Elina M. Dang entered on June 30, 2016 at 15 JU 02075 in the amount of $58,190 and the balance owed on the judgment lien of Liem Dang and Khanh Doan entered on June 30, 2016 at 15 JU 02075 in the amount of $232,755; and r. The sale is free and clear of the Praecipe for Lis Pendens filed by Elina M. Dang, Liem Dang, and Khanh Doan on Feb. 9, 2016. If a dispute as to a payoffof any claim arises at closing which cannot be resolved, the amount in dispute will be escrowed with Debtor's counsel pending further order the Court. The closing will occur within 45 days of the Order and within five days following the closing, the Movant will file a report of sale with a settlement statement attached. Within five days of the date of the Order, the Movant will serve a copy of the within Order on each Respondent and its attorney of record , if any, upon any attorney or party who has answered the Motion or appeared at the hearing; the attorney for the Debtor, the Purchaser, and the attorney for the Purchaser, if any, and file a certificate of service The Purchaser: Daryl L. Dermotta 416 Rodebaugh Road, Irwin, PA 15642 John J. Basista sought Chapter 11 protection (Bankr. W.D. Pa. Case No. 16-24231 JAD). KINDRED HEALTHCARE: Moody's Affirms B2 CFR; Outlook Stable ---------------------------------------------------------- Moody's Investors Service affirmed Kindred Healthcare, Inc.'s (Kindred) B2 Corporate Family Rating (CFR) and B2-PD Probability of Default Rating. At the same time, Moody's raised the company's Speculative Grade Liquidity Rating to SGL-2 from SGL-3. The Ba3 rating on the senior secured term loan and the B3 rating on the unsecured notes were also affirmed. The outlook is stable. "The improvement in Kindred's liquidity rating stems from Moody's outlook for improved free cash flow over the next 12-18 months, higher cash balances and reduced borrowings on its revolving credit facility," said Jessica Gladstone, Senior Vice President at Moody's Investors Service. "Recent actions the company has taken, including the discontinuation of the dividend, restructuring of its captive insurance programs and the exiting of the skilled nursing business have all improved Kindred's liquidity and better positioned the company to manage through the difficult reimbursement environment," added Gladstone. Ratings raised: Speculative Grade Liquidity Rating to SGL-2 from SGL-3. Ratings affirmed: Corporate Family Rating at B2; Probability of Default Rating at B2-PD; Senior secured term loan at Ba3 (LGD2); Senior unsecured notes at B3 (LGD5). RATINGS RATIONALE Kindred's B2 Corporate Family Rating is constrained by its high financial leverage, which Moody's expect to remain around 6.0x (defined as debt/EBITDA less minority interest expense) over the next 12 months. Kindred also has a high reliance on the Medicare program as a source of revenue, exposing it to risks associated with changing government reimbursement for post-acute care services. The credit profile is supported by Kindred's large scale and position as one of the largest post-acute care service providers by revenue and sites of service. Kindred will continue to have good diversity by service line with a significant presence across many segments of the post-acute care continuum. The Speculative Grade Liquidity Rating of SGL-2 reflects Moody's expectation that Kindred will maintain good liquidity over the next 12-18 months. This will be supported by free cash flow of around $150 million and substantial cash balances, which Moody's anticipates will exceed $250 million by the end of 2017. Kindred recently was able to release cash of approximately $281 million that was previously restricted within its captive insurance subsidiary. A portion of the proceeds were used to repay borrowings under the company's ABL revolving credit facility expiring April 2019. Moody's anticipates availability of over $500 million on the ABL over the next 12 months. Further, Moody's anticipates adequate cushion under the financial maintenance covenants. An upgrade could be considered if the company can effectively mitigate reimbursement headwinds, sustains organic growth in both revenue and earnings and sustains debt to EBITDA below 5 times. A downgrade could result if material negative developments in Medicare reimbursement lead to a significant deterioration in operating performance, or if Moody's comes to expect that the adjusted debt to EBITDA will be sustained above 6 times or if liquidity weakens. The stable rating outlook reflects Moody's expectation that Kindred will be able to mitigate reimbursement pressures through restructuring efforts, and volume growth in most of its business lines. Based in Louisville, Kentucky, Kindred Healthcare, Inc. is a leading operator of long-term acute care hospitals (LTCH) and inpatient rehabilitation facilities (IRFs). It is also one of the largest providers of home healthcare and hospice services as well as contract rehabilitation services to third party facility operators in the US. The company has nearly exited the skilled nursing facility (SNF) business. Following the completion of the exit of this business, annual revenues will approximate $6 billion. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. LANTHEUS HOLDINGS: S&P Raises CCR to B+, Outlook Stable ------------------------------------------------------- S&P Global Ratings raised its corporate credit rating on Lantheus Holdings Inc. to 'B+' from 'B'. The outlook is stable. S&P said, "At the same time, we raised our issue-level rating on Lantheus' senior secured credit facility, which consists of a $75 million cash flow revolver and $275 million term loan B, to 'B+' from 'B'. The recovery rating on this debt is '3', indicating expectations for meaningful (50%-70%; rounded estimate: 65%) recovery in the event of a payment default. "Our upgrade on Lantheus reflects its strong operating performance for the first nine months of 2017, reinforcing our expectation that the company will be able to sustain its improved financial metrics going forward, despite increased domestic competition and ongoing pricing pressures. However, the company has a narrow business focus, high product and geographic concentration, and is relatively small, all of which makes it particularly susceptible to pricing pressure. Lantheus also has a limited product pipeline and its top-selling echocardiography product, DEFINITY, may soon face generic competition. For these reasons, we consider business risk high. "Our stable outlook on Lantheus is based on our expectation that company will be able to maintain market leadership, despite a likely increase in domestic competition in the near term and continued pricing pressure. "We could lower the rating if Lantheus is unable to withstand competitive pressures or reverses its newly conservative financial policy, resulting in a deterioration of credit measures. This could occur if Lantheus is unable to increase volume or prices, causing revenue growth to flatten and its EBITDA margin to decline by 300 basis points, and pushing leverage above 4.0x with limited prospects for improvement. "Although highly unlikely, we could raise the rating if Lantheus is able to meaningfully broaden its product offerings and scale while continuing to grow its currently commercialized business, despite increased pricing pressure or increasing domestic competition from Curium. This would include EBITDA margins sustained around 25%, with leverage maintained below 4.0x." LIBERTY INTERACTIVE: Fitch Affirms 'BB' LT Issuer Default Rating ---------------------------------------------------------------- Fitch Ratings has affirmed the 'BB' Long-Term Issuer Default Rating (IDR) for Liberty Interactive LLC, (Liberty) and QVC Inc. (QVC). The Rating Outlook is Stable. As of Sept. 30, 2017, Liberty had approximately $8.2 billion of debt outstanding, including approximately $5.4 billion at QVC. KEY RATING DRIVERS Consolidated Profile Drives Ratings: The ratings for Liberty and its wholly owned subsidiary QVC reflect the consolidated legal entity/obligor credit profile. Based on Fitch's interpretation of Liberty's indentures, the company could not spin out QVC without bondholder consent as a spinoff would trigger the "substantially all" asset disposition restriction in the Liberty indentures. Liberty is a wholly owned subsidiary of Liberty Interactive Corporation (LIC). GCI Acquisition: On April 4, 2017, LIC announced the $2.7 billion all-stock acquisition of General Communication, Inc. (GCI) and subsequent tax-free spinoff of GCI Liberty, Inc. (GCI Liberty), an entity created following the contribution of certain assets and liabilities of Liberty Ventures Group (Liberty Ventures), a wholly owned subsidiary of Liberty, to GCI (collectively, the GCI transactions). Prior to its contribution to GCI, Liberty Ventures will reattribute certain assets and liabilities to Liberty, which will then be renamed QVC Group, Inc. Liberty Ventures' reattribution to Liberty will include $750 million of 1.75% Charter Exchangeable Debentures due 2046 (Charter Debentures) and approximately $590 million of additional cash, an amount equal to the net present value of the Charter Debentures and accrued interest payments through Oct. 2, 2023. In addition, GCI Liberty will provide an indemnification for any payments made by Liberty to meet any excess adjusted principal and interest payments, with the total amount paid partially offset by tax benefits accruing from the early extinguishment of the Charter Debentures. GCI Liberty will also provide Liberty with a negative pledge, thereby requiring GCI Liberty to maintain an amount of underlying Charter shares equal to any outstanding Charter Debentures. Within six months of the transactions closing, Liberty will offer to purchase the Charter Debentures on terms and conditions reasonably acceptable to GCI Liberty. GCI Liberty will indemnify Liberty for each Charter Debenture repurchased in any amount in excess of the $590 million of cash stated above plus any tax benefit retained by Liberty from the retirement of such debentures at a premium. Fitch believes the GCI transactions are neutral to the ratings. They represent a credit positive to QVC, given leverage improvements from the reattributions, and a credit negative to Liberty, as the transfer of assets to GCI Liberty reduces asset coverage for Liberty's unsecured debt. HSN Acquisition: On July 6, 2017, LIC announced the $2.6 billion acquisition of the 61.8% interest of HSN, Inc. (HSN), to be held by LIC, that Liberty does not already own in an all-stock transaction. Fitch believes the acquisition is neutral to both Liberty's and QVC's ratings, as it reduces Liberty's gross leverage and improves unsecured debt coverage. Fitch has always relied materially on QVC and viewed Liberty's other assets as providing incremental support for the rating. Fitch believes the acquisition is a credit positive for Liberty given HSN's full consolidation and decline in Liberty's gross leverage and will initially be credit neutral to QVC as any operational benefits, including $75 million to $110 million of expected cost synergies, are not expected to be fully realized for three to five years. Ratings Reflect M&A Activity: The ratings incorporate the GCI transactions and the acquisition of the HSN shares it does not already own. Pro forma for these transactions and assuming QVC repays debt with the full $329 million of cash included as part of Liberty Ventures' reattribution to Liberty, Fitch estimates QVC's gross leverage at 2.6x and Liberty's gross leverage at 3.6x as of Sept. 30, 2017. Fitch continues to expect QVC will reduce total leverage to its 2.5x target within the next six to nine months. QVC Debt Ratings: Fitch rates both QVC's senior secured bank credit facility and the senior secured notes 'BBB-', two notches higher than QVC's IDR. The secured issue rating reflects what Fitch believes QVC's stand-alone ratings would be. Recent Operating Weakness: Fitch recognizes QVC's ability to manage product mix and adapt to its customers' shopping preferences. However, QVC has been experiencing ongoing top-line weakness across several product categories including jewelry and electronics. Fitch will continue to pay close attention to QVC's operating performance over the next few quarters to determine the breadth, depth and tenor of this weakness. Cash Deployment: Fitch expects Liberty's FCF to be dedicated to share repurchases and debt reduction. Fitch expects QVC to manage to its stated 2.5x leverage target within six to nine months primarily through debt repayment, which is expected to include approximately $329 million of cash to be reattributed to QVC as part of the GCI Transactions, and EBITDA growth. DERIVATION SUMMARY Liberty/QVC is well positioned within the retail sector given its loyal customer base, with 93% of FY16 sales generated by repeat and reactivated customers, and an increasing global ecommerce presence, which generated $4 billion of FY16 net revenues. It offers a wide variety of consumer products, marketed and sold primarily by merchandise-focused televised shopping programs distributed to more than 360 million households daily, the Internet and mobile applications. The HSN acquisition will further solidify the company's position as the largest provider of television retailing and a leading multimedia retailer. Nordstrom, Inc. (BBB+/Stable), Kohl's Corporation (BBB/Negative), Macy's Inc. (BBB/Negative) and Dillard's (BBB-/Stable) are rated higher than Liberty/QVC due primarily to lower leverage while all but Dillard's have larger revenue bases. KEY ASSUMPTIONS Fitch's key assumptions within its rating case for the issuer include: -- HSN acquisition closes in 4Q17, includes the assumption of $529 million of debt. Low to mid-single digit revenue growth and high single digit margins projected over the rating horizon; -- QVC revenues return to slight positive growth in 4Q, with low to mid-single digit growth thereafter, while zulily sees high single digit growth annually; -- Consolidated margins fall approximately 200 b.p. with the inclusion of HSN given its lower margins. Thereafter they grow annually due to revenue growth and the realization of the $75 to $100 million of expense reductions over the rating horizon; -- FCF generation of between $880 million to $1.2 billion annually; -- FCF and debt issuance fund debt repayment and $800 million of share buybacks; -- During 2018, QVC's total leverage decline below 2.5x and remains roughly in that area due to debt issuance. RATING SENSITIVITIES Future Developments That May, Individually or Collectively, Lead to Positive Rating Action -- Fitch believes if Liberty were to manage to more conservative leverage targets, ratings could be upgraded. -- Liberty would need to demonstrate sustained gross unadjusted leverage below 3.5x and QVC's unadjusted gross leverage reduced to below 2x. Future Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Negative action could occur if QVC does not return leverage to 2.5x within six to nine months. -- If financial policy changes, including more aggressive leverage targets and asset mix changes weakening bondholder protection. -- If there are unexpected revenue declines in excess of 10% that materially drive declines in EBITDA and FCF, and result in QVC's leverage exceeding 2.5x in the absence of a credible plan to reduce leverage. LIQUIDITY Liquidity is adequate: Fitch believes QVC's liquidity will be sufficient to support operations and its expansion into other markets. Fitch expects near-term debt repayment, acquisitions and share buybacks to be a primary use of FCF. Fitch calculates FCF of approximately $1.4 billion for the last 12 months ended June 30, 2017. Fitch expects FCF to be in the $1.2 billion to $1.3 billion range in 2017. Fitch recognizes that in the event of a liquidity strain at Liberty, QVC could provide funding to support debt service (via intercompany loans), or the tracking stock structure could be collapsed. Liberty's consolidated liquidity as of June 30, 2017 included $905 million in readily available cash, $941 million available under QVC's $2.65 billion revolving credit facility (RCF), the majority of which expires in June 2021 (see below), and $2.3 billion in available-for-sale investments. Liberty has $1.2 billion of near-term maturities that are only classified as near-term because Liberty does not own the underlying shares needed to redeem the debentures. However, Liberty has no intention or requirement to redeem them in the near term, and their maturities range from 2029 to 2031. QVC's actual maturities are manageable, with $400 million of 3.125% senior secured notes due in 2019, a $140 million revolving credit facility (RCF) tranche maturing in 2020, and the remaining $2.5 billion RCF tranche maturing in 2021. FULL LIST OF RATING ACTIONS Fitch affirms the following ratings: Liberty Interactive LLC -- IDR at 'BB'; -- Senior unsecured at 'BB/RR4'. QVC -- IDR at 'BB'. -- Senior secured debt at 'BBB-/RR1'. The Rating Outlook is Stable. LIFETIME INDUSTRIES: Taps Bond & Bond as Auctioneer --------------------------------------------------- Lifetime Industries, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Bond & Bond Auctioneers and Realty. In a court filing, the Debtor proposes to employ the firm to auction its remaining inventory and equipment, and pay the firm according to this fee arrangement: (i) $8,500 base, 15% commission on six larger items of machinery, 10% on everything else, Debtor to pay for all advertising and Bidspotter Online Services charges, and buyers to pay 2.5% usage or processing fee for all credit card and check purchases. (ii) There is no buyer's premium. Oscar Ed Bond, an auctioneer employed with Bond & Bond, disclosed in a court filing that he and his firm do not represent any interest adverse to the Debtor or its estate. The firm can be reached through: Oscar Ed Bond Bond & Bond Auctioneers and Realty 2301 N. Cesar Chavez Rd. San Juan, TX 78589 Tel: (956) 283-0422 Fax: (956) 283-0452 Email: pbond1@rgv.rr.com About Lifetime Industries Inc. Lifetime Industries, Inc. has been in the business of supplying floor tile, countertops and other building materials to the construction industry in McAllen, Texas and the lower Rio Grande Valley for some 30 years. The Debtor filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 17-70441) on Nov. 7, 2017. Jim Lattimore, president, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $50,000 and liabilities of $1,000,001 to $10,000,000. Judge George W. Emerson Jr. presides over the case. The Debtor is represented by the Law Office of Kurt Stephen, PLLC. LIGHTHOUSE NETWORK: Moody's Affirms B2 CFR; Outlook Remains Stable ------------------------------------------------------------------ Moody's Investors Service affirmed Lighthouse Network, LLC's B2 Corporate Family Rating ("CFR") and B2-PD Probability of Default Rating ("PDR"). Concurrently, Moody's assigned a B1 rating to the company's proposed first lien term loan and revolving credit facility and a Caa1 rating to the proposed second lien term loan. The rating action follows Lighthouse's announcement of plans to refinance its debt structure with incremental proceeds to be used to fund the acquisition of a payment platform provider, resulting in a moderate increase in leverage. Moody's will withdraw the existing ratings on the company's first and second lien credit facilities upon completion of the planned financing. The outlook remains stable. Moody's affirmed the following ratings: Corporate Family Rating -- B2 Probability of Default Rating -- B2-PD Moody's assigned the following ratings: Senior Secured First Lien Revolving Credit Facility expiring 2022 -- B1 (LGD3) Senior Secured First Lien Term Loan due 2024 -- B1 (LGD3) Senior Secured Second Lien Term Loan due 2025 -- Caa1 (LGD5) RATINGS RATIONALE Lighthouse's B2 CFR, which is weakly positioned, is constrained by the company's relatively high pro forma debt leverage of nearly 6x as of September 30, 2017, limited scale, and a concentrated customer focus on restaurants and retailers, as well as small and medium-sized service providers which historically have exhibited high attrition and chargeback liabilities. The rating also factors in integration and execution risks following a series of recent acquisitions, the company's reliance on indirect sales channels, including Independent Sales Organizations ("ISO"), for a substantial portion of revenues, and the potential for incremental debt-funded acquisitions and shareholder distributions. However, these risks are partially offset by Lighthouse's predictable, recurring transaction-based revenue stream and a business model which increasingly incorporates proprietary point-of-sale ("POS") platform solutions to solidify the company's customer relationships. Lighthouse's adequate liquidity position is supported by approximately $5 million in pro forma cash on the company's balance sheet as of September 30, 2017 and Moody's expectation that Lighthouse's will generate free cash flow approaching 5% of debt on an annual basis over the intermediate term. Potentially considerable customer acquisition costs relating to the company's aggressive growth strategy to cross sell payment processing services and POS products to an installed client base from recently announced acquisitions are expected to weigh on the company's free cash flow. However, Lighthouse's liquidity is supplemented by an undrawn $40 million revolving credit facility. While the company's term loans are not subject to financial covenants, the revolving credit facility has a springing covenant which is not expected to be in effect over the next 12-18 months. The stable outlook reflects Moody's expectation that Lighthouse will generate strong organic net revenue growth over the next 12 months driven principally by the expansion of the company's customer base and ongoing adoption of Lighthouse's POS platform solutions among its clients. Operating leverage benefits and cost synergies from the integration of recently announced acquisitions should drive healthy EBITDA growth over this period, bringing debt leverage down to the low 5x level. Factors that Could Lead to an Upgrade The rating could be upgraded if Lighthouse profitably expands its market share, successfully integrates recently announced acquisitions, and adheres to a conservative financial policy. These measures, in conjunction with debt repayments that would reduce debt to EBITDA (Moody's adjusted) to below 4.5x and increase free cash flow to debt (Moody's adjusted) to above 10% for an extended period would add upward ratings pressure. Factors that Could Lead to a Downgrade The rating could be downgraded if Lighthouse experiences disruptions stemming from competitive pressures or integration challenges related to recently announced acquisitions, causing the company's debt to EBITDA (Moody's adjusted) to rise above 6.0x or free cash flow to weaken to minimal levels on a sustained basis. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Lighthouse is a merchant acquirer and integrated payment solutions provider, principally serving small and medium merchants across the United States. The company is owned by Searchlight Capital Partners, L.P. and Rook Holdings, Inc. Pro forma for recently announced acquisitions, Moody's expects net revenue (gross revenue net of interchange expense and related fees) to approximate $230 million in 2018. LIMITED STORES: Unsecureds to Get Less Than 1% from Sale Proceeds ----------------------------------------------------------------- LSC Wind Down, LLC, f/k/a Limited Stores Company, LLC, and its affiliates filed with the U.S. Bankruptcy Court for the District of Delaware a Disclosure Statement with respect to a Modified Joint Chapter 11 Plan of Liquidation dated November 2, 2017. During the course of the Debtors' bankruptcy cases, the Debtors sold substantially all of their remaining Estate Assets, which included the Debtors' intellectual property and related assets and remaining inventory. The net proceeds received by the Debtors upon the sale of substantially all of their remaining Estate Assets were used to indefeasibly pay the DIP Facility Claim and Pre-petition Term Secured Claim in full. The remaining proceeds of the sale of the Estate Assets, the collection and liquidation of remaining Estate Assets of the Debtors and the proceeds of Third Party Claims will be used to make payments, to the extent of available cash, to Holders of Allowed Claims in the order of priority under section 507 of the Bankruptcy Code, including Allowed Administrative Claims (including Professional Fee Claims), Allowed Priority Tax Claims and Allowed Claims in Class 1, Class 2, Class 3, Class 4, Class 5, and Class 6. Each holder of an allowed Class 7 general unsecured claim will receive its pro rata share of Plan Trust Interests after payment in full of (or reserve for) Plan Trust Expenses, all Allowed Administrative Claims (including Professional Fee Claims), Allowed Priority Tax Claims and Allowed Claims in Class 1, Class 2, Class 3, Class 4, Class 5, and Class 6. Distributions on account of allowed Class 7 general unsecured claims will be made as soon as reasonably practicable after the Effective Date and after the reconciliation of all Disputed General Unsecured Claims, unless the Plan Trustee, in his, her or its sole discretion, determines that an earlier distribution is practicable consistent with the Plan and Plan Trust Agreement. The Debtors estimate that a maximum of approximately $153,409,153 in General Unsecured Claims could be allowed. Recovery is approximately less than 1%. A full-text copy of the the Disclosure Statement is available for free at https://is.gd/MkxQQf Counsel for the Debtors: Domenic E. Pacitti, Esq. Michael W. Yurkewicz, Esq. KLEHR HARRISON HARVEY BRANZBURG LLP 919 Market Street, Suite 1000 Wilmington, DE 19801 Telephone: (302) 426-1189 Facsimile: (302) 426-9193 Email: dpacitti@klehr.com myurkewicz@klehr.com 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. MARTIN'S FISHING: Taps Mullin Hoard as Legal Counsel ---------------------------------------------------- Martin's Fishing Tools and Rentals, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to hire Mullin Hoard & Brown, LLP as its legal counsel. The firm will assist the Debtor in the preparation of a bankruptcy plan and will provide other legal services related to its Chapter 11 case. The firm's hourly rates range from $200 to $420 for partners and associates and from $80 to $125 for paralegals and law clerks. It received a retainer in the sum of $35,000. David Langston, Esq., disclosed in a court filing that his firm has no connection with any creditor of the Debtor's estate. The firm can be reached through: David R. Langston, Esq. Mullin Hoard & Brown, LLP P.O. Box 2585 Lubbock, TX 79408-2585 Tel: (806) 765-7491 Fax: (806) 765-0553 Email: drl@mhba.com About Martin's Fishing Tools and Rentals Martin's Fishing Tools and Rentals, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Texas Case No. 17-70158) on September 27, 2017. Linda Martin, its president, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets of $100 million to $500 million and liabilities of $1 million to $10 million. Judge Tony M. Davis presides over the case. METRO NEWSPAPER: Unsecureds to Recoup 5-10% Under Latest Plan ------------------------------------------------------------- Metro Newspaper Advertising Services Inc. filed with the U.S. Bankruptcy Court for the Southern District of New York a first amended disclosure statement for its chapter 11 liquidating plan. Under the latest plan, Class 3 Allowed General Unsecured Claim holders will share in a distribution on a Pro Rata basis of the remaining monies in the Plan Distribution Fund, up to 100%, after payment in full of all Allowed unclassified, Class 1 Claims, Class 2 Claims, and the Post-Confirmation Date Reserve, subject to the provisions in the Settlement Agreement as to tronc's Class 3 Claim. The Debtor estimates that Class 3 Claims total approximately $13,000,000, with an estimated, approximate 5-10% Pro Rata distribution. Class 3 Claims are impaired under the Plan and are allowed to vote on the Plan. The initial version of the plan estimated that Class 3 claimants will get an approximate 7% pro rata distribution. A copy of the First Amended Disclosure Statement is available at: http://bankrupt.com/misc/nysb17-22445-134.pdf About Metro Newspaper Advertising Services Inc. Based in Yonkers, New York, Metro Newspaper Advertising Services, Inc. -- http://www.metrosn.com-- is a comprehensive advertising resource that specializes in newspapers and all newspaper related products, both print and digital. Metro Newspaper Advertising Services filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 17-22445) on March 27, 2017. The petition was signed by Phyllis Cavaliere, chairman & CEO. In its petition, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. Judge Robert D. Drain presides over the case. Jonathan S. Pasternak, Esq., at DelBello Donnellan Weingarten Wise & Wiederkehr, LLP, serves as bankruptcy counsel to the Debtor. The official committee of unsecured creditors formed in the case retained Lowenstein Sandler LLP as its legal counsel. MICROSEMI CORP: Moody's Hikes CFR to Ba2; Outlook Stable -------------------------------------------------------- Moody's Investors Service upgraded Microsemi Corporation's ratings: Corporate Family Rating ("CFR") to Ba2 from Ba3, Probability of Default Rating ("PDR") to Ba2-PD from Ba3-PD, and Senior Unsecured rating to B1 from B2. Moody's also affirmed the Senior Secured rating at Ba2 and the Speculative Grade Liquidity ("SGL") rating at SGL-2. The outlook is stable. The upgrade to the ratings reflects Microsemi's repayment of approximately $1.1 billion (including $171 million of senior unsecured notes) of the $1.9 billion of debt incurred to fund the acquisition of PMC-Sierra, Inc ("PMC") in January 2016, Moody's expectation that Microsemi will follow balanced financial policies, and the successful integration of PMC, which Moody's expects will allow Microsemi to maintain an EBITDA margin in excess of 30% (Moody's adjusted). The acquisition of PMC greatly expanded Microsemi's product offering to the data center end market, providing both an important diversification to Microsemi's revenue base and increasing Microsemi's exposure to the rapidly growing data center end market. Upgrades: Issuer: Microsemi Corporation -- Probability of Default Rating, Upgraded to Ba2-PD from Ba3-PD -- Corporate Family Rating, Upgraded to Ba2 from Ba3 -- Senior Unsecured Regular Bond/Debenture, Upgraded to B1 (LGD6) from B2 (LGD6) Outlook Actions: Issuer: Microsemi Corporation -- Outlook Remains Stable Affirmations: Issuer: Microsemi Corporation -- Speculative Grade Liquidity Rating, Affirmed SGL-2 -- Senior Secured Bank Credit Facility, Affirmed Ba2 (LGD3) RATINGS RATIONALE The Ba2 Corporate Family Rating ("CFR") reflects Microsemi's small scale relative to other high performance analog ("HPA") semiconductor firms and Microsemi's acquisitive growth strategy, which results in periods of elevated financial leverage following large debt-funded acquisitions. Moody's believes that the increase in leverage resulting from the January 2016 acquisition of PMC, which went well beyond levels reached following previous acquisitions, suggests that Microsemi has a greater tolerance for high leverage in funding acquisitions. Nevertheless, Moody's believes that Microsemi holds strong niche market positions in some of its HPA and mixed-signal segments. Moody's also anticipates that, absent further acquisitions, Microsemi will continue to deleverage, as steadily increasing EBITDA and scheduled debt repayments will drive debt to EBITDA toward 3x (Moody's adjusted) over the next 12 to 18 months. The stable outlook reflects Moody's expectation that continued revenue growth in the low to mid single digits percent, combined with operating leverage, will drive further improvement in the EBITDA margin, which Moody's expects will remain above 30% (Moody's adjusted). Moody's expects that increased EBITDA, combined with scheduled debt repayments, will reduce leverage towards 3x debt to EBITDA (Moody's adjusted) over the next 12 to 18 months. The ratings could be upgraded if: * Revenues approach $2.5 billion, with acquisitions supplemented by organic revenue growth and * Debt to EBITDA (Moody's adjusted) is sustained below 2.5x and * Microsemi maintains a good liquidity profile The ratings could be downgraded if: * Microsemi is losing market share. * EBITDA margin is less than 25% (Moody's adjusted) or * Microsemi engages in debt funded share repurchases or distributions such that debt to EBITDA (Moody's adjusted) is sustained above 3.5x The Ba2 rating on the Senior Secured Credit Facilities (Revolver, Term Loan A, and Term Loan B), equal to the Ba2 CFR, reflects the collateral and relatively modest cushion of structurally subordinated unsecured liabilities. Microsemi repaid a portion of the senior unsecured notes, which reduced the cushion of unsecured liabilities by $171 million. The B1 rating on the Senior Unsecured Notes reflects the absence of collateral and the large amount of secured debt, which is structurally senior to the Senior Unsecured Notes. The SGL-2 rating recognizes Microsemi's good liquidity. This is supported by Moody's projection of free cash flow of at least $450 million over the near-term. This reflects the relatively strong conversion of EBITDA to FCF owing to the low, seasonal working capital and capex needs of Microsemi's 'fab-lite' analog business model. Additional liquidity is provided by the $375 million senior secured revolver due 2021. Moody's expects the combination of revolver availability and cash to provide at least $300 million of liquidity over the near term. Microsemi Corp., based in Aliso Viejo, California, is a global supplier of high-performance analog and mixed signal integrated circuits as well as high reliability discrete semiconductors targeted to the aerospace & defense, communications, data center, and industrial end markets. The principal methodology used in these ratings was Semiconductor Industry Methodology published in December 2015. MIH PARENT: S&P Affirms 'B-' Corp Credit Rating on Dividend Recap ----------------------------------------------------------------- MIH Parent Inc., parent company of Property and Casualty (P&C) claims technology solutions provider Mitchell International Inc., plans to refinance its debt and pay a $381 million dividend with the proceeds from new bank credit facilities. The new issuance will consist of a $1.08 billion first-lien credit facility (including a $75 million revolver, $930 million first-lien term loan, and $75 million delayed-draw term loan) and a $450 million second-lien term loan. S&P Global Ratings is thus affirming its 'B-' corporate credit rating on San Diego-based MIH Parent Inc. The outlook is stable. S&P said, "At the same time, we assigned our 'B-' issue-level rating with a '3' recovery rating to MIH Parent's $1.08 billion first-lien credit facilities, which consist of a $75 million five-year revolving credit facility and a $1.005 billion seven-year term loan (of which $75 million is delayed-draw). We expect the revolving credit facility to be undrawn at close of the transaction. The '3' recovery rating indicates our expectations for meaningful recovery (50%-70%; rounded estimate: 65%) of principal in the event of a payment default. "We also assigned our 'CCC' issue-level rating with a '6' recovery rating to the company's $450 million second-lien term loan. The '6' recovery rating indicates our expectations for negligible recovery (0%-10%; rounded estimate: 0%) of principal in the event of a payment default. "Despite S&P Global Ratings-adjusted leverage increasing to the 9x area following the recapitalization, the corporate credit rating affirmation reflects our view that Mitchell International will maintain adequate liquidity, continue to experience growth in all segments, and modestly deleverage through earnings growth. We view the company's leadership positions in the fast-growing Casualty segment and relatively stable APD segment as favorable to support the higher leverage. Additionally, the company's recent initiative to buy and expand pharmacy solution companies has enabled cross-selling with Mitchell's developed Casualty segment. "The outlook on Mitchell is stable, based on our expectation that strong market positions in casualty and APD will generate positive free cash flow, maintain adequate liquidity, and reduce leverage modestly, in spite of a higher interest burden and investment initiatives. "Over the next 12 months, we could lower the rating if liquidity is viewed as less than adequate. This could occur with loss of leadership positions in the casualty or APD segments, large customer losses, or a decline in recurring revenues such that free operating cash flow (FOCF) becomes negative. A tightening of the revolvers' springing financial covenant such that EBITDA cushion is less than 10% may also trigger a downgrade. Future debt refinancing at unfavorable interest costs compared with a low free cash flow base or large debt-funded acquisitions that lead to adjusted leverage above 10x and negative free cash flow to debt may also result in a downgrade. "Although unlikely over the next 12 months, we could raise the rating if the company reduces its adjusted leverage below the mid-7x area on a sustained basis and its FOCF-to-debt ratio reaches the mid-single-digit percentage area." MISSIONARY ASSEMBLY: Seeks to Hire RJ Govoni Construction --------------------------------------------------------- Missionary Assembly of God of Marlborough, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Massachusetts to hire a contractor. The Debtor proposes to employ RJ Govoni Construction Corp. to do the excavation and other work related to the remediation of minor environmental contamination on its real property located at 373 Lincoln Street, Marlborough, Massachusetts. The total cost is estimated to be $11,950 but may be slightly more depending on the actual circumstances once the work begins, according to the Debtor. The Debtor anticipates that it will have sufficient cash on hand to pay the total cost. No pre-bankruptcy relationship existed between the Debtor and RJ Govoni, according to court filings. About Missionary Assembly of God of Marlborough Inc. Missionary Assembly of God of Marlborough Inc. is a religious corporation as defined by Massachusetts law, and a Sec. 501(c)(3) charitable organization that operates as church for Christian fellowship. Its financial problems stem in part from a decline in attendance, but mostly from the fact that the mortgage on the property was a short-term, balloon mortgage which came due. Missionary Assembly of God filed a Chapter 11 bankruptcy petition (Bankr. D. Mass. Case No. 17-41182) on June 28, 2017, estimating under $50,000 in both assets and liabilities. The Hon. Elizabeth D. Katz presides over the case. The Debtor hired David G. Baker, Esq., at the Law Office of David G. Baker, as bankruptcy counsel; the Law Office of Ronald Passatempo as special counsel; and Blackstone Environmental Solutions, LLC as consultant. MITCHELL INT'L: Moody's Rates $75MM 1st Lien Credit Facility B1 --------------------------------------------------------------- Moody's Investors Service affirmed Mitchell International, Inc.'s B3 Corporate Family Rating ("CFR") and B3-PD Probability of Default Rating, and assigned ratings to Mitchell's proposed senior secured credit facilities, including B1 ratings to a $75 million first-lien revolving credit facility and a $1,005 million first-lien term loan (which includes a $75 million delayed-draw term loan); and a Caa2 rating on a $450 million second-lien term loan. Proceeds of just over $1.4 billion from the new debt issuance, plus $26 million of balance sheet cash, are expected to be used to pay off $1.0 billion of existing Mitchell debt, fund a $381 million dividend to Mitchell's equity owners, and pay for transaction fees and expenses. Moody's notes that, given the weak positioning of the first-lien debt at the B1 rating, only a small amount of incremental first-lien debt (or a similarly small reduction in second-lien debt) would likely result in a downgrade of the first-lien facilities. Moody's expects that, upon closing of the transaction, scheduled for late November, Moody's will withdraw the ratings of Mitchell's existing first- and second-lien debt. The rating outlook is stable. Affirmations: Issuer: Mitchell International, Inc. -- Probability of Default Rating, Affirmed B3-PD -- Corporate Family Rating, Affirmed B3 Assignments: -- Senior secured first-lien bank credit facilities maturing 2022 and 2024, Assigned B1; LGD3 -- Senior secured second-lien bank credit facility maturing 2025, Assigned Caa2; LGD5 -- Outlook, Stable RATINGS RATIONALE Moody's affirmation of Mitchell's B3 CFR reflects this dividend recapitalization's re-leveraging impact on the company, to a Moody's--adjusted debt-to-EBITDA measure of approximately 8.3 times. While very high, this leverage level is nevertheless improved relative to the 9.0 times that had resulted in late 2013 when Mitchell was acquired by KKR, who, in this transaction, is extracting its first dividend since the LBO. Mitchell will be adding an incremental $380 million of debt (not including the $75 million delayed-draw term loan that would be taken down to effect an anticipated acquisition) for the dividend, bringing pro-forma leverage to 8.3 times, as compared with the Moody's-adjusted measure of 7.0 times as of June 30, 2017. Mitchell's deleveraging pace would likely have been more rapid except for the many small to medium acquisitions it has undertaken in each year since the 2013 LBO. While management has shown a high tolerance for debt-financed acquisitions, the purchases have helped Mitchell successfully extend its reach well beyond its legacy strength in automotive physical damages ("APD") valuation and claims processing, and into both pharmacy solutions, which includes benefit management ("PBM") and revenue cycle management services for pharmacies, as well as specialty bill review services for workman's-comp-related medical bills. The non-APD-services segments now represent more than two thirds of Mitchell's revenues, as compared with less than 30% a decade ago. With a steadily growing, approximately $655 million revenue base, Mitchell maintains leading positions in casualty solutions and the North American APD business. Customer contracts, along with data and software that are embedded in client workflows, provide recurring and predictable revenue and cash flows. Moody's expect the company to continue its mid- to upper-single-digit-percentage growth trend in organic revenues, and to supplement that growth with revenue- and geography-diversifying acquisitions. Moody's expectations of ongoing revenue growth and moderate margin improvement lead us to anticipate some reduction in leverage, which, barring acquisitions, should fall to below 8.0-times by late 2018. Moody's expects good liquidity going forward, with annual free cash flow averaging about $35 million over the next year and a half, a largely undrawn $75 million revolver (upsized from $50 million in this transaction), and scheduled annual debt amortization payments of $10 million through 2024. Moody's anticipates free cash flow, as a percentage of debt, to be in the low-single digit percentages, about average for the rating category, but improving over time. Given Mitchell's growth, working capital has generally represented a use of funds (over the last several quarters, for example), but strong funds from operations have provided for positive cash flows every quarter, so Moody's expect revolver draws to be minimal. Moody's also expect cash to build steadily over the next twelve to eighteen months, as it did over the years since KKR's initial LBO. The new secured credit facility will be covenant-light, with a springing first-lien net-leverage limit applicable only when there is at least 35% outstanding under the revolver. The stable outlook anticipates continued, mid- to upper-single-digit organic revenue growth and moderately improving margins over the next twelve to eighteen months, with leverage easing to below 8.0 times by late 2018. Moodys' anticipates that better profits will be driven primarily by increased penetration in Mitchell's PBM and casualty segments, while the APD segment should see stable revenues. The ratings could be upgraded with continued solid revenue and profitability growth and a significant improvement in leverage metrics, particularly with regard to debt-to-EBITDA, which Moody's would expect to be sustained around 6.0 times, and free cash flow as a percentage of debt, which Moody's would expect to be in the mid-single-digit percentages. The ratings could be downgraded if revenue or profitability declines materially due to customer losses or weaker pricing. Stagnant top-line growth and deteriorating margins could hamper liquidity and could cause leverage to drift above the current elevated levels, which could put downward pressure on the ratings. Free-cash-flow-to-debt falling to breakeven levels could also pressure the ratings. Mitchell International is a leading provider of: i) data, software, and services to support the estimating, adjudication, and processing of automobile physical damage (APD) insurance claims, auto-related bodily injury claims, and workers' compensation claims (together, "casualty"), as well as; ii) pharmacy network services for prescriptions related to casualty and workman's comp claims. Moody's anticipate 2017 revenues of about $655 million, a 15% gain over 2016. The company was sold, in late 2013, to private equity sponsor KKR. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. MMM DIVERSIFIED: Latest Plan Discloses $2.5K in Unsecured Claims ---------------------------------------------------------------- MMM Diversified LLC files with the U.S. Bankruptcy Court for the District of Arizona a First Amended Disclosure Statement dated November 2, 2017. The unsecured Class 7 creditors with valid and proven claims will be paid within 12 months from the date of confirmation plus interest at 3.5% which will be paid from the confirmation date. This Class is impaired by the Plan. The Debtor estimates the claims of unsecured creditors of approximately $2,500. A full-text copy of the First Amended Disclosure Statement, dated November 2, 2017, is available at https://is.gd/5lJldb Attorneys for the Debtor: Donald W. Powell, Esq. Carmichael & Powell, P.C. 6225 North 24th Street, #125 Phoenix, Arizona 85016 Telephone: (602) 861-0777 Email: d.powell@cplawfirm.com About MMM Diversified MMM Diversified, LLC, is an Arizona limited liability company. The business of the Debtor is buying, renting and selling real property. The real property presently owned by the Debtor is residential. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 16-10976) on Sept. 23, 2016. The petition was signed by Michael F. Sprinkle, managing member. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of less than $500,000. The Debtor is represented by Carmichael & Powell P.C. No official committee of unsecured creditors has been appointed in the Debtor's case. MOEINI CORPORATION: Taps Irvin Grodsky as Legal Counsel ------------------------------------------------------- Moeini Corporation seeks approval from the U.S. Bankruptcy Court for the Southern District of Alabama to hire Irvin Grodsky, P.C. as its legal counsel. The firm will assist the Debtor in the preparation of a bankruptcy plan and will provide other legal services related to its Chapter 11 case. Irvin Grodsky, Esq., and Ruth Lichtenfeld, Esq., charge $275 per hour and $150 per hour, respectively. Paralegals charge an hourly fee of $75. The Debtor paid the firm a retainer in the sum of $19,783, plus $1,717 for the filing fee. Grodsky has no connection with the Debtor or any of its creditors, according to court filings. The firm can be reached through: Irvin Grodsky, Esq. Irvin Grodsky, P.C. 454 Dauphin St. Mobile, AL 36602-2404 Email: igpc@irvingrodskypc.com Email: igrodsky@irvingrodskypc.com About Moeini Corporation Moeini Corporation is a franchisee of IHOP restaurants with locations in the Alabama and Florida market. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ala. Case No. 17-04073) on October 26, 2017. Mehdi Moeini, 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. MOUNTAIN INVESTMENTS: Unsecured Creditors to Get 3.9% over 60 Mos. ------------------------------------------------------------------ Mountain Investments, LLC, filed with the U.S. Bankruptcy Court for the Northern District of California a Disclosure Statement which describes the Debtor's Plan of Reorganization. The hearing at which the Court will determine whether to approve the Disclosure Statement will take place on December 7, 2017, at 1:30 p.m. Under the Plan, the general unsecured creditors are classified in Class 8. Creditors under Class 8 will be paid in 60 equal monthly installments of $644 beginning on the effective date. Class 8 creditors are expected to be paid 3.9% of their claims without interest. Class 8 is impaired by the Plan. The Debtor will fund the Plan from future rental income. Dr. Michael Noble will continue to act as manager of Debtor. The Debtor believes that the Debtor will have enough cash on hand on the effective date of the Plan to pay all the claims and expenses that are entitled to be paid on that date. A full-text copy of the Debtor's Disclosure Statement, dated November 2, 2017, is available for free at https://is.gd/JDg6e3 About Mountain Investments Mountain Investments, LLC fdba WIS Holdings, LLC fdba Wealth Investment Solutions, LLC filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 16-50906), on March 28, 2016. The petition was signed by Michael T. Noble, managing member. The case is assigned to Judge Stephen L. Johnson. The Debtor is represented by Ralph P. Guenther, Esq. at Dougherty & Guenther, APC. At the time of filing, the Debtor had estimated $1 million to $10 million in both assets and liabilities. NEFF RENTAL: Moody's Withdraws B2 CFR Amid United Rentals Deal -------------------------------------------------------------- Moody's Investors Service has withdrawn all debt ratings of Neff Rental LLC following the acquisition of Neff by United Rentals, Inc., an equipment rental company with annual revenue of over $6 billion. RATINGS RATIONALE Pursuant to the terms of the transaction, all rated debt at Neff has been prepaid at closing. The following ratings have been withdrawn: Neff Rental LLC - Corporate Family Rating, B2 - Probability of Default, B2-PD - Speculative Grade Liquidity Rating, SGL-3 - Senior Secured Bank Credit Facility, B3 (LGD 5) Stable Outlook Neff Rental LLC (Neff), headquartered in Miami, Florida, is a leading equipment rental operator across the Sun Belt region of the United States. Revenues totaled over $400 million. NOLES PARTNERS: Must File Plan and Disclosures Before Jan. 22 ------------------------------------------------------------- Judge Michael G. Williamson of the U.S. Bankruptcy Court for the Middle District of Florida ordered Noles Partners, LLC dba All Star Grill Haines City to file a plan and disclosure statement on or before Jan. 22, 2018. The Disclosure Statement must, at the minimum, contain adequate information pertaining to the Debtor in the following areas: (a) Pre- and post-petition financial performance; (b) Reasons for filing Chapter 11; (c) Steps taken by the Debtor since filing of the petition to facilitate its reorganization; (d) Projections reflecting how the Plan will be feasibly consummated; (e) A liquidation analysis; and (f) A discussion of the Federal tax consequences as described in section 1125(a)(1) of the Bankruptcy Code. If the Debtor fails to file a Plan and Disclosure Statement by the Filing Deadline, the Court will issue an Order to Show Cause why the case should not be dismissed or converted to a Chapter 7 case pursuant to section 1112(b)(1) of the Bankruptcy Code. About Noles Partners, LLC Noles Partners, LLC filed a Chapter 11 bankruptcy petition (Bankr. M.D.Fla. Case No. 17-08142) on September 22, 2017. Buddy D. Ford, Esq., at Buddy D. Ford, PA serves as bankruptcy counsel. The Debtor's assets and liabilities are both below $1 million. The Hon. Michael G. Williamson presides over the case. NXT CAPITAL: Moody's Hikes CFR & Secured Debt Rating to Ba3 ----------------------------------------------------------- Moody's Investors Service upgraded NXT Capital, Inc.'s (NXT) corporate family and secured bank credit facilities ratings to Ba3 from B1. The outlook for all ratings was revised to stable from positive. RATINGS RATIONALE Moody's upgraded NXT's ratings based on the firm's solid profitability amidst increased competition-related yield pressures, effective liquidity and capital management, and well managed asset quality. NXT's rating constraints include its reliance on secured funding and competitive and funding cost disadvantages versus more established finance companies and regional banks in the broader SME and CRE sectors. NXT's net interest margin has held up well considering competitive conditions and the company's moderately higher interest expense. Net interest margin for the six months ended June 30, 2017 measured 3.1% versus 3.2% one year earlier. Additionally, NXT has grown its asset management business, resulting in higher fee revenues that aid net profitability and reduce earnings volatility. However, NXT continues to be disadvantaged with respect to access to low cost capital compared to larger financial institutions. NXT's overall credit quality performance remains very good with low problem loans and net charge-offs. The company has a measured credit risk appetite and a strong underwriting bias for first lien senior secured lending and good industry, borrower and geographic diversification in its corporate finance and commercial real estate lending businesses. NXT's ratio of tangible common equity to tangible assets (TCE/TMA) measured a strong 24% at the end of June 2017, comparable with prior year levels. Moody's expects that this ratio will moderately decrease over the intermediate term but to a still acceptable level above 20%, given the company's asset mix. The company began distributing capital to shareholders in 2016 to maintain overall capital targets in a period of slower balance sheet growth; covenants in the company's credit agreements limit the ratio of debt to equity to 3.75x, whereas the actual measure at June 30, 2017 was 3.1x. NXT has access to multiple secured long-term funding facilities that provide liquidity for funding loan originations. The company's near-term refinancing risks are manageable as key financing agreements include extension options exercisable by the company under reasonable conditions and for a fee. The firm has an established presence in the CLO markets and manages funds for third-party investors, which provides additional capital for funding corporate finance loans. However, the company's alternate liquidity includes only availability under secured credit facilities for new asset originations and unrestricted cash. NXT has encumbered almost all earning assets and it has no unsecured debt in its capital structure, which reduces financial flexibility. Ratings could be upgraded if NXT meaningfully diversifies its funding to include senior unsecured debt and materially reduces encumbered asset levels, while maintaining profitability and asset quality strength and TCE/TMA remains above 20%. Ratings could be downgraded if NXT's asset quality performance and profitability deteriorates unexpectedly, leverage increases significantly above expectations, or growth significantly accelerates. The principal methodology used in these ratings was Finance Companies published in December 2016. ODEBRECHT OLEO: Chapter 15 Recognition Hearing Set for Dec. 12 -------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York scheduled a hearing for Dec. 12, 2017, at 10:00 a.m. (prevailing Eastern time), at Room 601, One Bowling Green, New York, New York, to consider approval of the petitions for recognition of the foreign proceeding commenced by Odebrecht Oleo E Gas S.A. et al. under Chapter 15 of the U.S. Bankruptcy Code. The Chapter 15 proceedings were filed by Rogerio Luis Murat Ibrahim, foreign representative of the Debtors. Objections, if any, are due no later than 4:00 p.m. (prevailing Eastern time) on Dec. 1. As reported by the Troubled Company Reporter on Nov. 10, 2017, the Debtors have sought Chapter 15 bankruptcy protection in the United States to seek U.S. court recognition of reorganization plans approved in extrajudicial reorganization proceedings in the Federal Republic of Brazil. On its most recent financial report, OOG disclosed an aggregate amount of indebtedness of R$14.3 billion on its balance sheet as of Dec. 31, 2016. The Debtors have issued: (1) US$1.500 billion of 6.35% Senior Secured Notes due 2021 under an indenture with Deutsche Bank Trust Company Americas as trustee; (2) US$1.690 billion of 6.75% Senior Secured Notes due 2022 under an indenture with Bank USA, National Association, as trustee, and (3) US$580 million of 6.625% Senior Secured Notes due 2022 under a supplemental indenture with U.S. Bank as trustee. Additionally, US$550 million of unsecured perpetual notes were issued by Odebrecht Oil & Gas Finance Limited ("OOFL") with OOG as guarantor and Wilmington Savings Fund Society (as successor to HSBC Bank USA, National Association) as the indenture trustee. Rogerio Luis Murat Ibrahim, CFO of OOG, explains that OOG's financial distress stems from general market conditions, the global crisis facing the oil and gas industry and variations in real exchange rates over the past years. Between 2010 and 2014, the price of oil varied between US$75 and US$110 per barrel, increasing the incentives for the construction and operation of drilling rigs throughout the world and, consequently, increasing the maintenance costs in U.S.-dollars terms for the Drilling Rigs. In response to its liquidity crisis, the OOG Group took steps to restructure its liabilities through negotiations with its main creditors, which include certain holders of the 2021 Notes and 2022 Notes (the "Ad Hoc Group"), along with their financial and legal advisors, Houlihan Lokey, Inc., and Cleary Gottlieb Steen & Hamilton LLP. About Odebrecht Oil & Gas Based in Rio De Janeiro, Brazil, Odebrecht Oleo e Gas S.A. is a part of the Odebrecht Group and was incorporated in Brazil in 2006 to house the Odebrecht Group's oil field services activities after several decades of operations under the conglomerate Odebrecht Oil & Gas renders services related to the charter and operation of drilling rigs, floating production storage and offloading units (the "FPSOs") and pipe-laying support vessels (the "PLSVs"), as well as maintenance activities in the oil and gas industry in Brazil. Petroleo Brasileiro S.A. ("Petrobras ") is the main client and business partner of the OOG Group. On May 23, 2017, OOG and its affiliates jointly filed petitions before the 4th Commercial Court of the State of Rio de Janeiro in the Federative Republic of Brazil for the commencement of extrajudicial reorganization cases. The Brazilian Court on Oct. 19, 2017, approved Debtors' reorganization plans. OOG and 10 affiliates filed Chapter 15 cases (Bankr. S.D.N.Y. Lead Case No. 17-13130) in Manhattan, in the United States on Nov. 3, 2017, to seek recognition of the Brazilian proceedings. Rogerio Luis Murat Ibrahim, CFO of OOG, signed the Chapter 15 petitions. Law firm E. Munhoz Advogados, led by founding partner Eduardo Secchi Munhoz, has been advising OOG in all legal aspects of its reorganization since February 2016. The Hon. James L. Garrity Jr. is the case judge in the U.S. case. Davis Polk & Wardwell LLP represents OOG in the U.S. cases. OLIVER C&I: Court Dismisses Lawsuit vs Carolina Developers, et al. ------------------------------------------------------------------ Judge Mildred Caban Flores of the U.S. Bankruptcy Court for the District of Puerto Rico dismissed the adversary proceeding captioned OLIVER C & I CORP. Plaintiff, v. CAROLINA DEVELOPERS ASSOCIATES S. EN C. POR A., S.E., ET ALS., Defendants, Adversary Case No. 17-00166 (MCF) (Bankr. D.P.R.) for lack of subject-matter jurisdiction. Even if the court has jurisdiction, it will abstain in deference to local law, Judge Caban Flores said. The proceeding involves a chapter 11 bankruptcy debtor and its general partners in more than a decade-long quarrel regarding the debtor's economic rights to yearly distributions from several partnerships. Subsequent to its bankruptcy filing, the debtor filed the present adversary proceeding to resolve the many disputes that were never addressed in any previous legal action. Its general partners moved to dismiss for lack of subject-matter jurisdiction. The Debtor intends to collect monies from third parties through the various causes of action raised in the complaint. Its argument that the bankruptcy court has core jurisdiction for turnover actions is not persuasive because complaints to recover property of the estate do not automatically grant jurisdiction. Furthermore, the court's "related to" jurisdiction is unsustained by the facts in this case because the resolution of the complaint does not serve any bankruptcy purpose. Even assuming the court did have jurisdiction on any of Debtor's causes of action, or that it be construed to have jurisdiction as urged by the Debtor, this court will enter an order of abstention. The Debtor's complaint raises the interpretation of civil-law partnership agreements, which involves issues of local law. Thus, this court concludes that abstention is warranted. The bankruptcy case is in re: OLIVER C & I CORP., CHAPTER 11, Debtor, Case No. 16-08311 (MCF) (Bankr. D.P.R.). A full-text copy of Judge Flores' Opinion and Order dated Nov. 1, 2017, is available at https://is.gd/oIIY0G from Leagle.com. OLIVER C & I CORP, Debtor, represented by CARMEN D. CONDE TORRES -- condecarmen@condelaw.com -- & LUISA S. VALLE CASTRO -- ls.valle@condelaw.com -- C CONDE & ASSOCIATES. About Oliver C & I Corp. Oliver C & I Corp., based in Guaynabo, Puerto Rico, is a profit corporation organized under the laws of Puerto Rico. It was incorporated on Dec. 17, 2003. The Debtor is wholly owned by Maria del Carmen Magraner Folch. The Debtor's main assets are participations in certain limited partnerships and the corporations which serve as general partners of the limited partnerships. The Debtor filed a Chapter 11 petition (Bankr. D.P.R. Case No. 16-08311) on Oct. 17, 2016. The petition was signed by Max Olivera, vice-president and treasurer. The case is assigned to Judge Mildred Caban Flores. In its petition, the Debtor indicated $29.94 million in total assets and $1.06 million in total liabilities. The Debtor is represented by Carmen D. Conde Torres, Esq., at C. Conde & Assoc. The Debtor employed Doris Barroso Vicens of RSM Puerto Rico as its accountant; and Aurora Oti-Yvonnet of Villafane & Oti, Certified Public Accountants, PSC, as its external auditor. ONSITE TEMP: Latest Plan Discloses Objections to Secured Claims --------------------------------------------------------------- Onsite Temp Housing Corporation filed with the U.S. Bankruptcy Court for the District of Arizona a second amended disclosure statement in support of its amended plan of reorganization dated Sept. 21, 2017. This latest filing asserts that on Oct. 23, 2017, the Debtor filed a Motion to Value Estate Assets requesting the Court to establish the value of the Trailers based on the National Association Dealers Association wholesale values. The JRS Group challenged the valuation claiming that retail value is the appropriate standard. The JRS Group has now agreed to the NADA wholesale value for the Trailers. On Oct. 12, 2017, the Debtor filed objections to a number of Secured Claims. The Debtor is working with the JRS Group to resolve such claims. In addition, on Oct. 23, 2017, the Debtor filed an Adversary Proceeding challenging the validity of the claimed liens on six of the Trailers. The issue has not yet been resolved. The Debtor believes the New Value Contribution will be deposited into escrow prior the Confirmation of the Plan. The New Value Contribution will be used to pay Plan payments due on the Effective Date and to provide a capital reserve. A copy of the Second Amended Disclosure Statement is available at: http://bankrupt.com/misc/azb2-16-10790-400.pdf About Onsite Temp Onsite Temp Housing Corporation, based in Phoenix, Arizona, provides temporary housing solutions to the insurance, construction, mining and natural disaster sectors in the form of RV travel trailers. Onsite Temp Housing filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 16-10790) on Sept. 20, 2016. The petition was signed by Donald Kaebisch, authorized representative. In its petition, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The Hon. Paul Sala presides over the case. Harold E. Campbell, Esq., at Campbell & Coombs, P.C., serves as bankruptcy counsel. Timothy H. Shaffer of Clotho Corporate Recovery LLC, Morris Anderson & Associates was named chief restructuring officer. Henry and Horne, LLP, was tapped to provide financial consulting services. No official committee of unsecured creditors has been appointed in the case. OSHKOSH CORP: Moody's Affirms Ba2 CFR; Changes Outlook to Positive ------------------------------------------------------------------ Moody's Investors Service affirmed all ratings of Oshkosh Corporation's debt including the Corporate Family Rating (CFR) at Ba2, senior unsecured rating at Ba3 and Speculative Grade Liquidity Rating (SGL) at SGL-2, and changed the ratings outlook to positive from stable. RATINGS RATIONALE The change in Oshkosh's ratings outlook to positive reflects expectations the company will sustain its comparatively low financial leverage and strong overall credit metrics. Debt / EBITDA compares favorably for the rating category at about 2.1 times for the fiscal year 2017 (ended September 30th) and EBITA / interest was also strong at 7.3 times for the same period. Moody's expect growth in access equipment and defense, its two largest business segments. Moody's believe the replacement cycle for access equipment will be accelerating over the next few years and that segment revenues should see meaningful increases. The positive outlook is also supported by the ongoing strength and improvement shown in Oshkosh's defense business. The Joint Light Tactical Vehicle contract ("JLTV", stated value at $6.7 billion) underway provides good revenue visibility for the segment going into FY2018. Moody's anticipate prudent balance sheet management and margin expansion through ongoing productivity initiatives. Moreover, Moody's expects tuck-in acquisitions that will not substantially weaken the company's balance sheet. The SGL-2 speculative grade liquidity rating reflects good anticipated operating cash flow generation and a significant cash balance. Additional liquidity is available under the $850 million undrawn revolving credit facility through March 2019. The company is well in compliance with its financial covenants, with significant room. In addition to revolver credit maturity, a $335 million term loan also matures in March 2019. The ratings could be upgraded if Moody's expects the relatively strong leverage profile to continue, reflecting the relatively concentrated product portfolio and cyclical underlying demand. Strong liquidity and expectations to sustain EBITA to interest over 5 times and debt to EBITDA under 2.5 times (after Moody's standard adjustments) necessary for any higher rating given the cyclical nature of the access equipment business and the contract based defense business. Ability to generate strong free cash flow and manage the cost profile towards expanding profit margins would be important considerations for any higher rating as well. The ratings could be downgraded if debt to EBITDA were expected to increase toward 3 times and weaken further, and/or the company's liquidity profile were to weaken. Ratings could also be downgraded if sales and margins contracted. Increased shareholder friendly actions or a sizeable debt-financed acquisition that results in higher leverage could also pressure the rating. The principal methodology used in these ratings was Global Manufacturing Companies published in June 2017. Oshkosh is a leading designer, manufacturer and marketer of a broad range of specialty vehicles and vehicle bodies. The company operates in four segments: access equipment, defense, fire & emergency, and commercial (rear and front-discharge concrete mixers and refuse collection vehicles as well as other products for construction companies). Revenues for the fiscal year 2017 totaled approximately $6.8 billion. The following summarizes rating action: Moody's affirmed the following ratings: Issuer: Oshkosh Corporation Corporate Family Rating, Ba2; Probability of Default Rating, Ba2-PD; Senior Unsecured Regular Bond/Debenture Mar 1, 2022, Ba3 (LGD5); Senior Unsecured Regular Bond/Debenture Mar 1, 2025, Ba3 (LGD 5). Speculative Grade Liquidity Rating, SGL-2. The ratings outlook is changed to positive from stable. PACIFIC DRILLING: Case Summary & 30 Largest Unsecured Creditors --------------------------------------------------------------- Lead Debtor: Pacific Drilling, LLC 11700 Katy Fwy., #175 Houston, TX 77079 Type of Business: The Debtors and their non-debtor subsidiaries operate an international offshore drilling business that specializes in ultra-deepwater and complex well construction services. Pacific Drilling employs a fleet of high-specification drillships, specialized management and technical teams, and proprietary technology and business processes. Drilling services are provided on a "dayrate" contract basis: Pacific Drilling charges its customer a fixed operating service fee for drillship, crew and shore-based and overhead support services. The customer, not Pacific Drilling, bears substantially all of the ancillary costs of constructing the well and supporting drilling operations, as well as the economic risk and reward relative to the success of the well. The company was founded in 2006 with its operational headquarters in the United States and other offices around the world. Web site: http://www.pacificdrilling.com/ Chapter 11 Petition Date: November 12, 2017 Debtor affiliates that simultaneously filed Chapter 11 petitions: Debtor Case No. ------ -------- Pacific Drilling, LLC 17-13192 Pacific Drilling S.A. 17-13193 Pacific Drilling (Gibraltar) Limited 17-13194 Pacific Drillship (Gibraltar) Limited 17-13195 Pacific Drilling, Inc. 17-13196 Pacific Drilling Finance S.a r.l. 17-13197 Pacific Drillship SARL 17-13198 Pacific Drilling Limited 17-13199 Pacific Sharav S.a r.l. 17-13200 Pacific Drilling VII Limited 17-13201 Pacific Drilling V Limited 17-13202 Pacific Drilling VIII Limited 17-13203 Pacific Scirocco Ltd. 17-13204 Pacific Bora Ltd. 17-13205 Pacific Mistral Ltd. 17-13206 Pacific Santa Ana (Gibraltar) Limited 17-13207 Pacific Drilling Operations Limited 17-13208 Pacific Drilling Operations, Inc. 17-13209 Pacific Santa Ana S.a r.l. 17-13210 Pacific Drilling Services, Inc. 17-13211 Pacific Drillship Nigeria Limited 17-13212 Pacific Sharav Korlatolt Felelossegu Tarsasag 17-13213 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: Hon. Michael E. Wiles Debtors' Counsel: Andrew G. Dietderich, Esq. Brian D. Glueckstein, Esq. John L. Hardiman, Esq. Noam R. Weiss, Esq. SULLIVAN & CROMWELL LLP 125 Broad Street New York, NY 10004-2498 Tel: (212) 558-4000 Fax: (212) 558-3588 E-mail: dietdericha@sullcrom.com gluecksteinb@sullcrom.com hardimanj@sullcrom.com weissn@sullcrom.com Debtors' Investment Banker: EVERCORE PARTNERS INTERNATIONAL LLP Debtors' Restructuring Advisor: ALIXPARTNERS, LLP Debtors' Notice, Claims & Balloting Agent: PRIME CLERK LLC https://cases.primeclerk.com/pacificDrilling Total Assets: $5.46 billion as of Sept. 30, 2017 Estimated Liabilities: $3.18 billion as of Sept. 30, 2017 The petition was signed by Paul T. Reese, chief executive officer and president. A full-text copy of the petitions are available for free at: http://bankrupt.com/misc/nysb17-13192.pdf Debtors' List of 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Samsung Heavy Industries Arbitration Undetermined c/o DLA Piper Hong Kong, 15 Queens Road Hong Kong - Central Hong Kong Nicholas Mallard Tel: +852 2103 0808 Email: Nicholas.Mallard@dlapiper.com National Oilwell Varco Trade $1,643,988 10000, Richmond Avenue Houston TX 77042 US Kevin Chapman Tel: (713) 935 8103 Email: kevin.chapman@nov.com World Fuel Services, Inc. Trade $507,336 9800 NW 41st Street Miami FL 33178-2980 US Mike Dipasquale Tel: (908) 601-3998 Email: MDipasqu@wfscorp.com Control Union Testing and Trade $402,675 Inspection Paleiskade 100 Den Helder 08 1781 AR NL C.R. Winands Tel: +31 6538 90910 Email: rwinands@controlunion.com VMS Group A/S Trade $396,393 Havnepladsen 12 Frederikshavn 9900 DK Ole Lund Pedersen Tel: 45 9622 1100 Email: olp@vms.dk U.S. Bolt Manufacturing, Inc. Trade $365,360 12895, S Main St Houston TX 77035 US Deisy Espinosa Tel: 713-351-6712 Email: despinosa@usbolt.com EM&I (Trading) Ltd Trade $170,126 Email: danny.constantinis@emialliance.com FenderCare IMS Trade $152,100 Email: Claire.Forder@fendercare.com ABB AS Trade $147,352 Email: trond.hammeraas@us.abb.com BP Lubricants USA, dba Castrol Trade $142,103 Email: Chad.Heins@bp.com Nord-Sud Shipping, Inc. Trade $140,566 Email: jeff@nordsudshipping.com Rolloos Oil and Gas Trade $130,312 Email: bram.masselink@rolloos.com Dickerman Overseas Contracting Co L Trade $129,684 Email: info@dickermangroup.com Gates E & S, NA Trade $118,684 Gulf Copper & Manufacturing Corp Trade $109,061 Email: zriley@gulfcopper.com KD International B.V. Trade $96,982 Email: d.swaan@kdinternational.nl Bridon International Limited Trade $80,545 Email: Matthew.Hogan@bridon-bekaert.com Rolls Royce Marine Trade $78,853 Email: randall.nunmaker@rolls-royce.com Dammers Shipagencies Inc. Trade $76,684 Email: operations@dammers-group.com GAC Brokerage Trade $71,935 Email: jana.rodriguez@gac.com Norsafe Marine & Offshore Services Trade $71,155 Email: SERVICE@NORSAFEMARINE.COM Expert Riser Solutions, LLC Trade $67,084 Email: bburt@expertep.com Murphy Shipping and Commercial US Trade $66,755 Email: Terrykobs@murphyship.com Kongsberg Maritime, Inc. Trade $66,008 Email: bobby.mahoney@kongsberg.com GEV Offshore Limited Trade $51,530 Email: andrew.allman@gevgroup.com MAN Diesel & Turbo North America In Trade $49,514 Email: carolina.sosa@us.man.eu Next Maritime Trade $47,052 Email: francescdianez@nextmaritime.com Hiller Offshore Services Trade $46,892 Email: jguidry@hillercompanies.com Smith International Inc. Trade $46,812 Email: jgrandon@slb.com Alimak HEK Inc. Trade $43,767 Email: karen.leeper@alimakhek.com PACIFIC DRILLING: Failed to Win Consensus on Debt-to-Equity Plan ---------------------------------------------------------------- Before seeking Chapter 11 bankruptcy protection, Pacific Drilling S.A., was in talks with lenders and largest stockholder Quantum Pacific Group a debt balance sheet restructuring that would exchange debt for equity in Pacific Drilling. Failing to reach a consensual deal, Pacific Drilling, which owns seven high-specification drillships, has sought Chapter 11 bankruptcy protection, with the intent to recommence balance sheet discussions as part of plan negotiations. Pacific Drilling also said it will use the Chapter 11 process to resolve a dispute with Samsung Heavy Industries Co., Ltd. The Company is pursuing a cause of action against SHI in the amount of $350 million, including interest and costs, and arbitration is proceeding. The claims arise out of a 2013 contract with SHI for the construction of a new drillship, the Pacific Zonda, which would have been the Debtors' eighth. Pacific Drilling contends that SHI failed to timely deliver the Zonda in accordance with the contractual specifications and the Debtors exercised their right to rescind the construction contract. To assure ordinary course operations, the Company has sought approval from the Bankruptcy Court for a variety of "first day" motions, including authority to maintain bank accounts and other customary relief. The relief requested in these motions will allow the Company to continue to operate its business in the normal course. A hearing on the first day motions was scheduled for Nov. 14, 2017, before Judge Michael E. Wiles, in U.S. Bankruptcy Court in New York. The Company expects payments to employees to total $5.9 million and to officers to total $325,000 during the first 30-day period following the Petition Date. The Company expects cash receipts of $16.57 million and cash disbursements of $29.08 million during the 30-day period following the Petition Date. Prepetition Capital Structure As of Sept. 30, 2017, the Debtors have total assets of $5.578 billion and total liabilities of $3.240 billion. As of the Petition Date, the Debtors have $325 million of cash on hand. As of the Petition Date, the Debtors' principal non-contingent liabilities consist of outstanding funded debt under three credit facilities and two bond indentures in an aggregate outstanding principal amount of approximately $3.0 billion. Because of cross-guarantees, the prepetition debt instruments effectively give rise to secured claims against three separate groups of cross-collateralized drillship subsidiaries: "Ship Group A", "Ship Group B" and "Ship Group C": Group Debt Amount Outstanding ----- ---- ------------------ 1. Ship Group A Debt: * $500M Revolving Credit Facility $475 million * $750M in 5.375% Sr. Secured Notes Due 2020 $750 million * $750M Senior Secured Term Loan (Term Loan B) $718 million 2. Ship Group B Debt: * $492.5M commercial tranche and $492.5M GIEK tranche under a Senior Secured Credit Facility $661.5 million 3. Ship Group C Debt: * $500M of 7.25% senior secured notes due December 1, 2017 $439.4 million Citibank, N.A., is the administrative agent under the Revolving Credit Facility. Deutsche Bank Trust Company Americas is the indenture trustee under the 2020 Notes. Wilmington Trust, National Association, is the successor administrative agent under the Senior Secured Facility (SSCF) issued under the Ship Group B Debt. Deutsche Bank Trust Company Americas is the indenture trustee and as collateral agent for the noteholders under the 2017 Notes. The outstanding amount of Ship Group C Debt held by third parties -- not including the Ship Group C Debt held by PDSA and PDV -- is $439.4 million, plus any other obligations related thereto, including any accrued and accruing unpaid interest, costs and fees. Following a repurchase of an aggregate principal amount of $60.6 million of the Ship Group C Debt, PDSA and PDV held $21.7 million and $36.9 million of the Ship Group C Debt as of the Petition Date. Deteriorating Market Conditions The Company said in court filings that since 2006, over $1.6 billion of equity capital has been invested by the Quantum Pacific Group to build the Debtors' business and support growth and fleet expansion, and all of this capital remains invested. Quantum Pacific, which controls a portfolio of businesses worldwide, particularly in the energy and natural resources value chain, presently owns 70.3% of the Company's outstanding shares. Pacific Drilling S.A., listed on the New York Stock Exchange in connection with an initial public offering in 2011 where it raised $650 million. It reached its peak market-implied equity value of approximately $2.7 billion in 2013. Trading in PDSA's common shares on the NYSE was suspended in September 2017 due to its failure to meet the exchange's market capitalization requirement. On September 13, 2017, PDSA's common shares commenced trading in the over-the-counter market on the "Pink Market" of the OTC Markets Group, Inc under the ticker PACDF. "The offshore contract drilling industry in which the Debtors operate is cyclical and volatile and has been in significant decline since the substantial drop in oil prices beginning in mid-2014. Demand for the Debtors' drillships is a function of the worldwide levels of offshore exploration and development spending by oil and gas companies, which has decreased or been delayed significantly as a result of the sustained weakness in oil prices," CEO Paul T. Reese explains in court filings. In response to deteriorating market conditions, the Debtors implemented various initiatives to reduce costs and increase efficiency. Total headcount for Pacific Drilling decreased more than 50% from 1,606 employees and contractors as of Dec. 31, 2014, to 797 employees and contractors as of September 30, 2017. Since the fourth quarter of 2014, total operating expenses have decreased by more than 52% from $123.8 million to $58.9 million in the third quarter of 2017, which was achieved by both reducing daily rig operating costs for active rigs by more than 40% and generating significant savings for idle rigs by Smart Stacking them at less than $30,000 per day per rig. Talks with Stakeholders For more than a year prior to the filing of the Chapter 11 cases, the Debtors attempted to explore various restructuring alternatives with their lenders and other stakeholders. While the Debtors' initial proposals to "amend and extend" certain of their debt instruments were met with resistance from the RCBF Lenders and the SSCF Lenders -- the Bank Lenders -- the Debtors were able to successfully negotiate amendments to the Revolving Credit Facility and the Ship Group B Debt in January, 2017. Beginning in October 2016, the Debtors were engaged in discussions with an ad hoc group of certain holders of the 2020 Notes, the Ship Group C Debt and the loans under the Term Loan Agreement -- Ad Hoc Group -- which had been formed in October, 2016. After initial discussions about additional "amend and extend" alternatives, discussions between the Debtors and the Ad Hoc Group became focused on restructuring proposals that involved the full exchange of the Term Loan B Credit Facility, the 2020 Notes and the Ship Group C Debt -- Debt to be Equitized -- for equity in Pacific Drilling, permitting the members of the Ad Hoc Group to benefit from the upside expected in a future recovery. Equitization of this Debt to be Equitized was expected to result in substantial dilution of existing stockholders. To assist with the negotiation of the terms of such equitization in a manner fair to stockholders, Pacific Drilling encouraged its largest stockholder, the Quantum Pacific Group, to take an active role in the negotiations with the Ad Hoc Group. When it appeared unlikely to the Debtors that a consensual deal would be reached prior to the impending December 1, 2017 maturity of the Ship Group C Debt, in July 2017 the Debtors announced the launch by PDV of a private consent solicitation to extend the maturity date of the Ship Group C Debt to June 1, 2018, in order to give the Debtors more time to negotiate a refinancing transaction or undertake a holistic restructuring with their creditors. The Debtors did not receive sufficient consents approving the maturity extension, and the solicitation expired in accordance with its terms on Aug. 2, 2017. Still, the Debtors were hopeful that they could broker a deal prior to filing these Chapter 11 Cases, and they continued to negotiate with the Ad Hoc Group, on the one hand, and the Quantum Pacific Group on the other. Pacific Drilling plans to use the centralized forum provided by chapter 11 to stabilize its business, establish sensible cash management arrangements, provide information to all interested creditors and stockholders, continue to pursue resolution of the Zonda dispute, and recommence balance sheet discussions as part of plan negotiations. Meanwhile, Pacific Drilling seeks to continue operations in the ordinary course and limit, to the full extent possible, cash expenditures in order to preserve value for all stakeholders. A copy of the CEO's affidavit in support of the Chapter 11 petitions is available at: http://bankrupt.com/misc/Pacific_D_2_1st_Day_Affidavit.pdf A copy of AlixPartners, LLP's James A. Mesterharm's declaration in support of the first day motions is available at: http://bankrupt.com/misc/Pacific_D_14_Alix_Declaration.pdf About Pacific Drilling Pacific Drilling S.A., a Luxembourg public limited liability company (societe anonyme), operates an international offshore drilling business that specializes in ultra-deepwater and complex well construction services. Pacific Drilling -- http://www.pacificdrilling.com/-- owns seven high-specification floating rigs: the Pacific Bora, the Pacific Mistral, the Pacific Scirocco, the Pacific Santa Ana, the Pacific Khamsin, the Pacific Sharav and the Pacific Meltem. All drillships are of the latest generations, delivered between 2010 and 2014, with a combined historical acquisition cost exceeding $5.0 billion. The average useful life of a drillship exceeds 25 years. On Nov. 12, 2017, Pacific Drilling S.A. and 21 affiliates each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 17-13193). The cases are pending before the Honorable Michael E. Wiles and are jointly administered. Pacific Drilling disclosed $5.46 billion in assets and $3.18 billion in liabilities as of Sept. 30, 2017. The Debtors tapped Sullivan & Cromwell LLP as bankruptcy counsel; Evercore Partners International LLP as investment banker; AlixPartners, LLP, as restructuring advisors; and Prime Clerk LLC as claims and noticing agent. Prime Clerk maintains the case Web site https://cases.primeclerk.com/pacificDrilling The RCF Agent tapped Shearman & Sterling LLP, as counsel, and PJT Partners LP, as financial advisor. The ad hoc group of RCF Lenders engaged White & Case LLP, as counsel. The SSCF Agent tapped Milbank Tweed, Hadley & McCloy LLP, as counsel, and Moelis & Company LLC, as financial advisor. The Ad Hoc Group of Various Holders of the Ship Group C Debt, 2020 Notes and Term Loan B tapped Paul, Weiss, Rifkind, Wharton & Garrison, in New York as counsel. PACIFIC DRILLING: Payments to Critical Vendors Won't Exceed $4.5M ----------------------------------------------------------------- Pacific Drilling S.A., et al., have filed with the U.S. Bankruptcy Court for the Southern District of New York a motion to pay up to $4.5 million for the prepetition claims of critical vendors. In order to operate their drillships in accordance with their exacting safety standards, the Debtors purchase specialized equipment, fuel and services from certain safety and critical vendors (collectively, the "Critical Vendors"). These Critical Vendors provide the Debtors with the goods and services necessary to safely maintain their operations, including but not limited to parts, equipment, supplies, shipping, warehousing, communications, medical services, maintenance and repairs, logistics, certifications and safety inspections. Andrew G. Dietderich, Esq., at Sullivan & Cromwell LLP, explains that disrupting the Critical Vendors' provision of essential goods and services would cause drilling operations to come to a halt and could lead to possible termination of customer contracts, as the Debtors' drillships cannot operate safely and efficiently without the goods and services provided by the Critical Vendors. A break in the Debtors' operations, even for just one day, could have disastrous consequences on the Debtors' business, both in terms of lost revenue from existing or anticipated customer contracts and by impeding the Debtors' ability to enter into new customer contracts. The Debtors pay most of the Critical Vendors within 30 days of the applicable invoice date. As a result, many of the Debtors' Critical Vendors may have Claims for goods that were delivered in the ordinary course of business within the 20-day period prior to the Petition Date, and which therefore may be afforded administrative priority under section 503(b)(9) of the Bankruptcy Code (collectively, the "Section 503(b)(9) Claims"). The Debtors estimate that the amount required to pay the Section 503(b)(9) Claims will not exceed $1.5 million. In addition to the Section 503(b)(9) Claims, the Debtors estimate that the amount required to pay all remaining Critical Vendor Claims will not exceed $3.0 million in the aggregate (together with the amount required to pay the Section 503(b)(9) Claims, the "Critical Vendor Cap"). The Debtors propose to pay the Claims of each Critical Vendor that agrees to continue to supply goods or services to the Debtors on terms no less favorable to the Debtors than those in effect prior to the Petition Date, or on such other terms as the Debtors may approve in their sole discretion. About Pacific Drilling Pacific Drilling S.A., a Luxembourg public limited liability company (societe anonyme), operates an international offshore drilling business that specializes in ultra-deepwater and complex well construction services. Pacific Drilling -- http://www.pacificdrilling.com/-- owns seven high-specification floating rigs: the Pacific Bora, the Pacific Mistral, the Pacific Scirocco, the Pacific Santa Ana, the Pacific Khamsin, the Pacific Sharav and the Pacific Meltem. All drillships are of the latest generations, delivered between 2010 and 2014, with a combined historical acquisition cost exceeding $5.0 billion. The average useful life of a drillship exceeds 25 years. On Nov. 12, 2017, Pacific Drilling S.A. and 21 affiliates each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. S.D.N.Y.). The cases are pending before the Honorable Michael E. Wiles and are jointly administered under Case No. 17-13193. Pacific Drilling disclosed $5.46 billion in assets and $3.18 billion in liabilities as of Sept. 30, 2017 The Debtors tapped Sullivan & Cromwell LLP as bankruptcy counsel; Evercore Partners International LLP as investment banker; AlixPartners, LLP, as restructuring advisors; and Prime Clerk LLC as claims and noticing agent. Prime Clerk maintains the case Web site https://cases.primeclerk.com/pacificDrilling PACIFIC DRILLING: Wants Zonda Arbitration to Proceed ---------------------------------------------------- Pacific Drilling S.A., et al., have filed with the U.S. Bankruptcy Court for the Southern District of New York a motion asking the Court to enter a declaratory order enforcing and restating the automatic stay, ipso facto and anti-discrimination provisions under Sections 362, 365(e)(1) and 525 of the Bankruptcy Code. James A. Mesterharm, managing director of AlixPartners, LLP, which is serving as restructuring advisor to Pacific Drilling S.A., explains that the Debtors are a leading offshore drilling company and serve customers worldwide. As a result, the Debtors have many foreign creditors, contract counterparties and other parties-in-interest in various countries who may not be well versed in the protections and restrictions of the Bankruptcy Code. Some of these creditors do not transact business on a regular basis with companies that have filed for chapter 11, or are unfamiliar with the scope of a debtor-in-possession's authority to conduct its business. The circumstances warrant an order apprising parties -- especially non-U.S. customers, creditors and vendors -- of sections 362, 365(e)(1) and 525 and the protections provided thereby. The Debtors also seek authority, pursuant to Sections 105(a), 362(a), and 362(d) of the Bankruptcy Code, to modify the automatic stay in order to proceed with certain litigation commenced before the Petition Date. Specifically, on Oct. 29, 2015, debtor Pacific Drilling VIII Limited ("PDVIII") exercised its right to rescind a contract with Samsung Heavy Industries Co., Ltd. ("SHI") for the construction and delivery of the drillship the Pacific Zonda, due to SHI's failure to timely deliver the drillship in accordance with contractual specifications, and demanded that SHI refund the amount of its advance payments under the contract in the amount of approximately $181 million, plus interest. PDVIII's payment obligations under the contract were guaranteed by debtor Pacific Drilling Services, Inc. ("PDSI"). SHI rejected PDVIII's rescission, and on Nov. 18, 2015, formally commenced an arbitration proceeding in London against PDVIII and PDSI (the "Zonda Arbitration"), seeking the final installment of the purchase price, which is close to $350 million. PDVIII made a demand under a third-party refund guarantee issued in connection with the SHI contract, seeking to collect its advance payments under the contract in the amount of approximately $181 million, plus interest. PDVIII's ability to collect under the refund guarantee is suspended until a decision is reached in the pending Zonda Arbitration. In addition to its demand under the refund guarantee, PDVIII also filed a counterclaim against SHI in the Zonda Arbitration seeking (a) to recoup its advance payments, (b) the return of its purchased equipment or the value of such equipment and (c) damages for wasted expenditures. In total, PDVIII is seeking close to $350 million from SHI. As such, the outcome of the Zonda Arbitration could result in a sizeable claim either against or in favor of certain of the Debtors' estates. The Zonda Arbitration has been progressing in front of a panel of three experienced attorneys for almost two years. Each side has made numerous submissions to the panel, including voluminous evidentiary materials. A scheduled pre-trial hearing is set to take place shortly following the Petition Date, on Nov. 21, 2017. A hearing on the merits of the claims has been set for Feb. 5, 2018, and is expected to last at least three weeks. Andrew G. Dietderich, Esq., at Sullivan & Cromwell LLP, notes that courts have authority to modify the automatic stay upon a showing of "cause". 11 U.S.C. 362(d)(1). "Cause" is not defined in either section 362 or its legislative history and bankruptcy courts have discretion to decide whether to modify the stay. Chimera Capital, L.P. v. Nisselson (In re Marketxt Holdings, Corp.), 428 B.R. 579, 584 (S.D.N.Y. 2010) (citing Sonnax Indus., Inc. v. Tri Component Prods. Corp. (In re Sonnax Indus., Inc.), 907 F.2d 1280, 1286-88 (2d Cir. 1990)). In Sonnax, the United States Court of Appeals for the Second Circuit set out 12 factors that have become the standard by which courts in the Second Circuit consider whether to modify the automatic stay in connection with pending litigation. In re Lehman Bros. Holdings Inc., 435 B.R. 122, 138 (S.D.N.Y. 2010) ("Sonnax . . . is routinely referenced as the leading relief from stay precedent in this Circuit."), aff'd sub nom. Suncal Cmtys. I LLC v. Lehman Commercial Paper, Inc., 402 F. App'x 634 (2d Cir. 2010); see also In re Salander O'Reilly Galleries, 453 B.R. 106, 119 (Bankr. S.D.N.Y. 2011). The 12 Sonnax factors are: (1) whether relief would result in a partial or complete resolution of the issues; (2) lack of any connection with or interference with the bankruptcy case; (3) whether the other proceeding involves the debtor as a fiduciary; (4) whether a specialized tribunal with the necessary expertise has been established to hear the cause of action; (5) whether the debtor's insurer has assumed full responsibility for defending it; (6) whether the action primarily involves third parties; (7) whether litigation in another forum would prejudice the interests of other creditors; (8) whether the judgment claim arising from the other action is subject to equitable subordination; (9) whether movant's success in the other proceeding would result in a judicial lien avoidable by the debtor; (10) the interests of judicial economy and the expeditious and economical resolution of litigation; (11) whether the parties are ready for trial in the other proceeding; and (12) impact of the stay on the parties and the balance of harms. Sonnax, 907 F.2d at 1286. Although the Sonnax court outlined 12 factors, courts need only consider those factors that are relevant to the particular case. Burger Boys, Inc. v. S. St. Seaport Ltd. P'ship (In re Burger Boys, Inc.), 183 B.R. 682, 688 (S.D.N.Y. 1994). Additionally, courts do not need to assign equal weight to each factor, and have discretion in weighing the factors against one another. In re RCM Global Long Term Capital Appreciation Fund, Ltd., 200 B.R. 514, 526 (Bankr. S.D.N.Y. 1996) ("A court should apply these factors on a case-by-case basis . . . assigning to each factor whatever weight the court feels is appropriate."). Mr. Dietderich avers that the Debtors should be authorized to modify the automatic stay to allow PDVIII to continue the Zonda Arbitration because most of the Sonnax factors and the balance of harms weigh in favor of allowing the Zonda Arbitration to proceed: * First, an award in the Zonda Arbitration would completely resolve issues of liability thereunder. * Second, allowing the Zonda Arbitration to proceed will not interfere with these chapter 11 cases, but rather will assist in administering the Debtors' estates by providing finality to a contingent claim, and may result in an increase to the assets of the Debtors' estates. * Third, arbitration is mandated under the terms of the contract in question, and a specialized tribunal has already been convened to hear the merits of the parties' claims. * Fourth, litigation in another forum will not prejudice the interests of other creditors, and may in fact increase the value of the Debtors' estates. * Last, PDVIII and SHI have prepared extensively for a hearing on the merits in the Zonda Arbitration, and the interests of judicial economy weigh heavily in favor of allowing the parties to proceed. Hundreds of hours have been spent by both sides during the last two years in preparation for a final hearing. Both the briefing and submission of evidence are substantially complete. The tribunal -- which is made up of experienced attorneys well versed in these matters -- is familiar with the parties and the claims. The date of the hearing on the merits, which is scheduled to begin in just a few months, has been set since December 2016. If the hearing is delayed as a result of the automatic stay, it is unclear when the parties will be able to obtain a new hearing date. About Pacific Drilling Pacific Drilling S.A., a Luxembourg public limited liability company (societe anonyme), operates an international offshore drilling business that specializes in ultra-deepwater and complex well construction services. Pacific Drilling -- http://www.pacificdrilling.com/-- owns seven high-specification floating rigs: the Pacific Bora, the Pacific Mistral, the Pacific Scirocco, the Pacific Santa Ana, the Pacific Khamsin, the Pacific Sharav and the Pacific Meltem. All drillships are of the latest generations, delivered between 2010 and 2014, with a combined historical acquisition cost exceeding $5.0 billion. The average useful life of a drillship exceeds 25 years. On Nov. 12, 2017, Pacific Drilling S.A. and 21 affiliates each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 17-13193). The cases are pending before the Honorable Michael E. Wiles and are jointly administered. Pacific Drilling disclosed $5.46 billion in assets and $3.18 billion in liabilities as of Sept. 30, 2017. The Debtors tapped Sullivan & Cromwell LLP as bankruptcy counsel; Evercore Partners International LLP as investment banker; AlixPartners, LLP, as restructuring advisors; and Prime Clerk LLC as claims and noticing agent. Prime Clerk maintains the case Web site https://cases.primeclerk.com/pacificDrilling The RCF Agent tapped Shearman & Sterling LLP, as counsel, and PJT Partners LP, as financial advisor. The ad hoc group of RCF Lenders engaged White & Case LLP, as counsel. The SSCF Agent tapped Milbank Tweed, Hadley & McCloy LLP, as counsel, and Moelis & Company LLC, as financial advisor. The Ad Hoc Group of Various Holders of the Ship Group C Debt, 2020 Notes and Term Loan B tapped Paul, Weiss, Rifkind, Wharton & Garrison, in New York as counsel. PDC ENERGY: Moody's Hikes Corporate Family Rating to Ba3 -------------------------------------------------------- Moody's Investors Service upgraded PDC Energy's (PDC) Corporate Family Rating (CFR) to Ba3 from B1, Probability of Default Rating to Ba3-PD from B1-PD and senior unsecured notes rating to B1 from B2. The outlook was changed to stable from positive. The SGL-2 Speculative Grade Liquidity Rating was also affirmed. "PDC Energy's upgrade reflects the continued expected increase in production in 2018 from its core Wattenberg and Delaware assets," stated Arvinder Saluja, Moody's Vice President. "Moody's also expect strong credit metrics and capital efficiency improvement through 2018." Upgrades: Issuer: PDC Energy -- Probability of Default Rating, Upgraded to Ba3-PD from B1-PD -- Corporate Family Rating, Upgraded to Ba3 from B1 -- Senior Unsecured Conv./Exch. Bond/Debenture, Upgraded to B1(LGD4) from B2(LGD4) -- Senior Unsecured Regular Bond/Debenture, Upgraded to B1(LGD4) from B2(LGD4) Outlook Actions: Issuer: PDC Energy -- Outlook, Changed To Stable From Positive Affirmations: Issuer: PDC Energy -- Speculative Grade Liquidity Rating, Affirmed SGL-2 RATINGS RATIONALE PDC's Ba3 CFR reflects PDC's sizeable production base of about 92,000 boe/d that is expected to grow further in 2018, strong expected credit metrics in 2018 driven by a solid balance sheet, and improving operating and capital efficiencies. PDC has few drilling requirements and low sustaining capital expenditures for its Wattenberg acreage, and will benefit from good hedging into 2018 and moderate hedging in 2019. The rating also reflects its large drilling inventory, considerable flexibility with the size of its capital expenditure program, and the growth in its liquids production, primarily from the Delaware Basin. PDC's rating is constrained by its primary production concentration in one basin, the Wattenberg Field of the Rocky Mountain region, even though its production from the Delaware Basin acreage in the Permian has increased rapidly from a small base. Moody's expects the company will outspend cash flow through 2019 in order to fund the development of its Permian acreage. Additionally, PDC has a comparatively large ratio of proved undeveloped reserves (PUDs) relative to its total proved developed reserves compared to its peers, which will require high capital spending to develop in the future. The company's $500 million notes due 2022 and $400 million senior unsecured notes due 2024 are rated B1, one notch below the CFR, reflecting their effective subordination to the borrowing base revolving credit facility (unrated) due 2020. The revolver is secured by a pledge of substantially all assets of the company and ranks ahead of the senior notes. The $200 million 1.125% convertible notes due 2021 are also rated B1, as they rank equal in right of payment to the senior notes. PDC's SGL-2 rating reflects good liquidity. As of September 30, 2017, the company had full availability under its $700 million secured borrowing base revolving credit facility and approximately $136 million of cash. Revolver covenants include a current ratio of at least 1.0x and a Debt / EBITDAX ratio of no more than 4.0x. Moody's expect the company to maintain comfortable cushion for future compliance with the covenants at least through 2018. Substantially all of PDC's assets are pledged as security under the credit facility which limits the extent to which asset sales could provide a source of additional liquidity if needed. The outlook is stable given Moody's expectation that the company will continue to maintain strong cash flow based leverage metrics and capital efficiency metrics as it develops its Permian acreage. The company's ratings could be upgraded should the company successfully execute on further diversifying its production by developing its Delaware Basin acreage so that it accounts for over 25% of total production while comfortably maintaining RCF to debt over 50% and LFCR above 1.5x. The company's ratings could be downgraded if RCF to debt falls below 30%, or should capital productivity decline to the extent that PDC's leveraged full-cycle ratio is below 1.0x. PDC Energy is an independent exploration and production company headquartered in Denver, Colorado. The principal methodology used in these ratings was Independent Exploration and Production Industry published in May 2017. PENN REALTY: Plan Outline Okayed, Plan Hearing on Nov. 30 --------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey is set to hold a hearing on Nov. 30 to consider approval of the Chapter 11 plan for Penn Realty, LLC. The court had earlier approved the company's disclosure statement, allowing it to start soliciting votes from creditors. The order, signed by Judge Jerrold Poslusny Jr. on Oct. 26, required creditors to file their objections and cast their votes accepting or rejecting the plan not less than seven days before the hearing. About Penn Realty Penn Realty, LLC, based in Mount Laurel, NJ, filed a Chapter 11 petition (Bankr. D.N.J. Case No. 16-32949) on December 1, 2016. The Hon. Jerrold N. Poslusny Jr. presides over the case. Albert A. Ciardi III, Esq., at Ciardi Ciardi & Astin, serves as bankruptcy counsel to the Debtor. In its petition, the Debtor estimated $10 million to $50 million in both assets and liabilities. The petition was signed by Peter Hovnanian, managing member. PHYSIOTHERAPY HOLDINGS: Trust Wins Clawback Suit vs. WSHP, et al. ----------------------------------------------------------------- In the adversary proceeding captioned PAH LITIGATION TRUST, Plaintiff, v. WATER STREET HEALTHCARE PARTNERS, L.P., et al., Defendants, Adv. Proc. No. 15-51238(KG) (Bankr. D.Del.), Judge Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware addressed the cross-motions for partial summary judgment filed by the plaintiff, PAH Litigation Trust, and the defendants, Water Street Healthcare Partners, L.P. and related entities and Wind Point Partners IV, L.P. and related entities. The Litigation Trust and Defendants filed the cross-motions because while the Litigation Trust and Defendants were in mediation, the mediator recognized that the parties' contrary and disparate positions on the potential damages stymied their settlement discussions. Upon analysis, Judge Gross awards the Litigation Trust summary judgment on the scope of damages. The Litigation Trust filed this adversary proceeding on Sept. 1, 2015, seeking to recover the funds that Defendants allegedly took from the Debtors in connection with Physiotherapy Holdings, Inc.'s LBO. The Litigation Trust's complaint purports extensive accounting manipulations that led to the alleged fraudulent sale of Physiotherapy. The "manipulations" consisted primarily of the Debtors' abandonment of the historical look-back revenue recognition method in favor of a new methodology called the "rate bridge," which allowed Physiotherapy to record revenue without verifying that the amount recorded was consistent with past experience or was actually collected. In March 2016, Select Medical Corporation acquired the reorganized Debtors, in which the Noteholders held their Equity Interest. Select Medical paid $421 million in cash. The Noteholders who sold their equity to Select Medical in March 2016 received a total of $282,282,590.11 through this transaction. It is the Noteholders' receipt of this amount that Defendants argue forecloses recovery by the Litigation Trust. The amount is significantly higher than the Noteholders' Equity Interest under the Plan, reflecting improvements in Physiotherapy's performance created under the Noteholders' ownership. But the Litigation Trust argues that this amount is significantly lower than the value of the debt which the Noteholders agreed to release under the terms of the Plan, in exchange for the Equity Interest and Litigation Interest. The Litigation Trust forcefully argues that it is entitled to recover the full amount of the fraudulent transfers regardless of the sale to Select Medical. Then there is the Plan on which, according to the Litigation Trust, "the Noteholders took a gamble." They accepted equity in bankrupt Debtors which helped the Debtors emerge from bankruptcy without massive debts. The Noteholders took a risk and are entitled to the benefits of their risk-taking. Their sacrifice and management's efforts increased the value of Physiotherapy. In contrast, Defendants did nothing to increase Physiotherapy's value. Yet, if the Litigation Trust is correct, Defendants would benefit despite making no contribution to the increase in value. Thus, Defendants would escape the Noteholders' litigation claims and thereby enjoy asset appreciation, while allegedly defrauded creditors would bear the burden of asset depreciation. At bottom, the Noteholders argue that they accepted the risk of depreciation of their Equity Interest. Therefore, they should benefit from the appreciation of equity. The Noteholders also argue that there will be no windfall if the Court accepts their argument. The Plan provided for the Noteholders to receive the Equity Interest and the Litigation Trust interest. If the Noteholders had not agreed to release their claims on the Notes, the Notes would have continued to accrue interest, which would have made the unpaid principal and interest worth well over $300 million. Thus, the Noteholders would not receive a windfall from the litigation. Defendants argue that the fraudulent transfer laws are remedial, not punitive, in nature. The intent of the law is to restore creditors to their positions immediately prior to the fraudulent transfers. The Defendants also argue that when fraudulent transfer law was codified through the Bankruptcy Code it did not unleash an unlimited avoidance power. The Court's decision on the issue presented appears to be unanswered by the Third Circuit Court of Appeals. Further, the difference between the Litigation Trust's position and Defendants' position well exceeds $200 million. On balance, the Court is satisfied that the Litigation Trust must be awarded summary judgment on the scope of damages -- not on the amount, which remains at issue, but on the concept. Numerous cases stand for the proposition that a recovery under Section 550(a) is not capped by the amount of the creditor claims. All of these cases reject a cap on fraudulent transfer recoveries under circumstances like what is now before the Court. In MC Asset Recovery, the district court reviewed the cases and stated that "all have found that a trustee who brings an action to avoid or recover a fraudulent transfer may avoid or recover in its entirety, even when the value of the transfer exceeds the value of all allowed claims of unsecured creditors." Were the Court to rule otherwise, it would mean that if Defendants are in fact liable for the fraudulent transfer, they would keep most if not all of the transferred money. The Court cannot countenance such an inequitable result if liability exists. The Court is fully satisfied that any recovery by the Litigation Trust will benefit the Estate. The Noteholders are entitled to one-half of the Litigation Trust recoveries and Court Square, whose equity was eliminated and who is not a creditor, the other one-half. The Court, therefore, holds that the recovery of the Litigation Trust is not capped by the amounts received in the sale to Select Medical. Amounts received in excess of the sale consideration will not be a windfall. The bankruptcy case is in re: PHYSIOTHERAPY HOLDINGS, INC., et al., Chapter 11, Debtors, Case No. 13-12965(KG) (Bankr. D. Del.). A full-text copy of Judge Gross' Opinion dated Nov. 1, 2017, is available at https://is.gd/QBecgX from Leagle.com. Physiotherapy Holdings, Inc., Debtor, represented by Morton R. Branzburg -- mbranzburg@klehr.com -- Klehr Harrison Harvey Branzburg, LLP, Nicole L. Greenblatt -- nicole.greenblatt@kirkland.com -- Kirkland & Ellis LLP, Jonathan S. Henes -- jonathan.henes@kirkland.com -- Kirkland & Ellis LLP, Nathaniel Kritzer, Kirkland & Ellis LLP -- nathaniel.kritzer@kirkland.com -- Eric F. Leon, Kirkland & Ellis LLP, David S. Meyer, Kirkland & Ellis LLP, Domenic E. Pacitti -- dpacitti@klehr.com -- Klehr Harrison Harvey Branzburg LLP, Andrew R. Remming, Morris -- aremming@mnat.com -- Nichols, Arsht & Tunnell LLP & Michael W. Yurkewicz, Klehr Harrison Harvey Branzburg LLP. U.S. Trustee, U.S. Trustee, represented by Tiiara N.A. Patton, United States Department of Justice. Kurtzman Carson Consultants LLC, Claims Agent, represented by Albert Kass, Kurtzman Carson Consultants, LLC. About Physiotherapy Holdings Physiotherapy Holdings, Inc., and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 13-12965) on Nov. 12, 2013. The Debtors are the largest pure-play provider of outpatient physical therapy services in the United States with a national footprint of 581 outpatient rehabilitation and orthotics & prosthetics clinics located in 29 states plus the District of Columbia. The Debtor is represented by Domenic E. Pacitti, Esq., and Michael W. Yurkewicz, Esq., at Klehr Harrison Harvey Branzburg, LLP, in Wilmington, Delaware; Morton Branzburg, Esq., at Klehr Harrison Harvey Branzburg LLP, in Philadelphia, Pennsylvania; and Jonathan S. Henes, P.C., Esq., Nicole L. Greenblatt, Esq., and David S. Meyer, Esq., at Kirkland & Ellis LLP, in New York. The Ad Hoc Committee of Senior Noteholders is represented by Michael L. Tuchin, Esq., and David A. Fidler, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP, in Los Angeles, California. U.S. Bank, National Association, as Bridge Loan Agent, is represented by Stacey Rosenberg, Esq., at Latham & Watkins LLP, in Los Angeles, California. The Bank of New York Mellon Trust Company, N.A., as Senior Notes Indenture Trustee, is represented by Eric A. Schaffer, Esq., at Reed Smith, in Pittsburgh, Pennsylvania. The Consenting Shareholders are represented by Michael J. Sage, Esq., Matthew L. Larrabee, Esq., and Nicole B. Herther-Spiro, Esq., at Dechert LLP, in New York. Roberta A. DeAngelis, the United States Trustee for Region 3 notified the U.S. Bankruptcy Court for the District of Delaware that a committee of unsecured creditors has not been appointed in the Chapter 11 cases of Physiotherapy Holdings, Inc. Physiotherapy Holdings implemented a prepackaged Chapter 11 reorganization plan on Dec. 31, 2013. The Plan was confirmed Dec. 23. The Plan gives noteholders all the stock in exchange for debt and a predicted recovery of 40.3%. Noteholders voted for the plan before the Chapter 11 filing. PODS LLC: Moody's Affirms B2 Corp. Family Rating; Outlook Stable ---------------------------------------------------------------- Moody's Investors Service affirmed PODS LLC's B2 Corporate Family Rating (CFR), the B3-PD Probability of Default (PDR) rating, and the B2 rating on the company's existing $50 million revolving credit facility. The affirmations follow the company's announcement that it intends to refinance existing indebtedness and to make a $147 million dividend to shareholders. Concurrently, Moody's assigned a B2 rating to the company's proposed $775 million first lien term loan. Ratings on the existing first lien term loan will be withdrawn upon close of the transaction. The rating outlook is stable. RATINGS RATIONALE The B2 Corporate Family Rating (CFR) balances PODS modest scale and relatively high degree of financial leverage against its leadership position in a niche market and growing brand name. The rating favorably considers PODS strong standing within its niche markets which is supported by a large number of portable storage containers (190,000 system-wide containers) and a growing footprint. Moody's believes the portable moving and storage idea is an efficient and useful market concept with good growth prospects. These positive considerations are tempered by the company's on-going roll-up of franchises which reduces visibility into sustainable margin levels as well as Moody's expectation of elevated growth capex spend that will weigh on near-term free cash flow generation. Relatedly, Moody's also has concerns about the company's aggressive growth strategy involving high levels of growth-oriented capex in a relatively young and evolving market that is likely to be vulnerable to economic downturns. Moody's views the proposed $147 million dividend as aggressive and Moody's expect pro forma Debt-to-EBITDA (after Moody's standard adjustments) to increase by almost 1x to around 5.5x. Notwithstanding the leveraging dividend, Moody's recognize the company's good track record of operating performance and the resultant improvement in credit metrics, which are relatively well-positioned for the rating and can accommodate some incremental amount of leverage. The stable outlook reflects Moody's expectations of continued sales and earnings growth over the next 12 to 18 months. Moody's expects PODS to maintain an adequate liquidity profile over the next 12 months. Pro forma for the dividend, Moody's anticipate about $45 million cash on hand and absent any usage under the revolver, the company has no principal obligations until 2024. Moody's expect heavy capital expenditures over the coming quarters that will weigh on near-term liquidity such that free cash flow generation during 2018 is likely to be negative. External liquidity is provided by a $50 million revolving credit facility that expires in 2022. The facility contains a springing first lien net leverage covenant of 7.25x that comes into effect if usage under the revolver exceeds 30%. The ratings could be upgraded if Debt/EBITDA was expected to be sustained below 4x. Maintenance of a good liquidity profile involving FCF-to-Debt consistently in the mid-single digits and expectations of a conservative financial policy would be prerequisites to any rating upgrade. The ratings could be downgraded if Debt/EBITDA were expected to remain above 6.25x times or if profitability metrics were to weaken in a significant way. A tightening liquidity profile, involving continued reliance on the revolving credit facility and expectations weakened cash flow generation such that free cash flows were expected to remain negative or flat could also result in downward rating pressure. Issuer: PODS LLC The following ratings were affirmed: Corporate Family Rating, affirmed B2 Probability of Default rating, affirmed B3-PD First lien senior secured revolving facility, affirmed B2 (LGD3) The following ratings were assigned: $775 million first lien senior secured term loan due 2024, assigned B2 (LGD3) The following ratings are unchanged and will be withdrawn upon close: $620 million ($616 million outstanding) first lien senior secured term loan due 2022, B2 (LGD3) Outlook, Stable PODS provides residential and commercial services in the moving and storage industry in 46 US states, Canada, Australia and the UK. Founded in 1998, the PODS network has completed more than 700,000 long-distance moves, exceeded 3 million deliveries and has more than 190,000 PODS containers in service system-wide. PODS is owned by the Ontario Teachers' Pension Plan (OTPP) and is headquartered in Clearwater, Florida. For the twelve months ended September 2017, revenues were approximately $550 million. The principal methodology used in these ratings was Global Surface Transportation and Logistics Companies published in May 2017. PODS LLC: S&P Affirms 'B+' Corporate Credit Rating, Outlook Stable ------------------------------------------------------------------ S&P Global Ratings affirmed its 'B+' corporate credit rating on Clearwater, Fla.-based portable storage lessor PODS LLC. The outlook is stable. S&P aid, "At the same time, we assigned our 'B+' issue-level rating and '4' recovery rating to the company's proposed $775 million first-lien term loan. The '4' recovery rating indicates our expectation for average recovery (30%-50%; rounded estimate: 35%) in the event of a default. "We also assigned our 'B+' issue-level rating and '4' recovery rating to the company's $50 million revolving credit facility. The '4' recovery rating indicates our expectation for average recovery (30%-50%; rounded estimate: 35%) in the event of a default. "Our affirmation of the company's corporate credit rating reflects our belief that PODS' financial performance can support the incremental debt intended to fund a dividend to its financial sponsor Ontario Teachers' Pension Plan (OTPP). The company's operating performance has improved over the last year due to continued acquisitions of successful franchisee operations and growth in its core retail business, which we expect to continue. "The stable outlook on PODs reflects our expectation that the company's financial profile will improve modestly over the next year pro forma for the debt-financed dividend, based on continued franchisee acquisitions and organic growth. We expect EBIT interest coverage in the low-1x area over this period. "We could lower our ratings on PODS over the next year if the company's financial profile declines such that its EBIT interest coverage falls to 1.3x and FFO to debt declines to below 13% for a sustained period. This could occur if the company's growth in key markets decreases or if its growth initiatives do not come to fruition. "An upgrade is unlikely over the next 12 months due to our expectation that sponsor ownership precludes sustained improvement of credit metrics. To raise the rating, we would expect OTPP to relinquish control over the medium term and the company's credit metrics to improve on a sustained basis, with EBIT interest coverage increasing to above 1.9x and FFO to debt to over 23%." POWELL VALLEY HEALTH: Court Okays Disclosure Statement ------------------------------------------------------ The Hon. Cathleen D. Parker of the U.S. Bankruptcy Court for the District of Wyoming has approved Powell Valley Health Care, Inc.'s second amended disclosure statement dated Sept. 26, 2017, referring to the Debtor's amended Chapter 11 plan of reorganization. For applicable deadlines relating to the confirmation of the Debtor's Plan, parties are directed to the Court's order scheduling confirmation hearing, establishing confirmation procedures, setting deadline for filing tardy claims and fixing time for filing acceptances or rejections of Plan and notice of hearing. A copy of the court order is available at: http://bankrupt.com/misc/wyb16-20326-713.pdf As reported by the Troubled Company Reporter on Oct. 31, 2017, the deadline to vote to accept or reject the Plan is Dec. 1, 2017. The Debtor has estimated Class 1 allowed priority claims of $29,000. Each holder of an allowed priority claim against the Debtor will receive either: (a) cash in the amount of the holder's allowed priority claim; or (b) such other treatment as may be agreed upon by the Debtor and such holder. Estimated recovery under the Plan is 100% of allowed priority claim. Class 1 is unimpaired by the Plan. About Powell Valley Health Care Inc. Powell Valley Health Care, Inc., provides healthcare services to the greater-Powell, Wyoming community. The Company filed for Chapter 11 bankruptcy protection (Bankr. D. Wyo. Case No. 16-20326) on May 16, 2016. The petition was signed by Michael L. Long, CFO. The case is assigned to Judge Cathleen D. Parker. The Debtor estimated assets and debts at $10 million to $50 million at the time of the filing. The Debtor is represented by Bradley T. Hunsicker, Esq., at Markus Williams Young & Zimmermann LLC. The Debtor has retained Hammond Hanlon Camp, LLC, as its financial advisor and investment banker. The United States Trustee appointed Larry Heiser, Veronica Sommerville, Michelle Oliver, and Joetta Johnson to serve on the Official Committee of Unsecured Creditors. The Creditors' Committee tapped Spencer Fane LLP as counsel and EisnerAmper LLP as its accountant. No trustee or examiner has been appointed in the case. PREFERRED CARE: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor affiliates that filed Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Preferred Care Partners Management Group, L.P. 17-34296 5420 W. Plano Pkwy. Plano, TX 75093 Kentucky Partners Management, LLC 17-34297 5420 West Plano Pkwy. Plano, TX 75093 Type of Business: Preferred Care Partners Management Group and Kentucky Partners operate skilled nursing care facilities. Chapter 11 Petition Date: November 13, 2017 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Judge: Hon. Harlin DeWayne Hale (17-34296) Hon. Stacey G. Jernigan (17-34297) Debtors' Counsel: Mark Edward Andrews, Esq. DYKEMA COX SMITH 1717 Main Street, Suite 4200 Dallas, TX 75201 Tel: (214) 462-6400 Fax: (214) 462-6401 E-mail: mandrews@dykema.com Jane Anne Gerber, Esq. DYKEMA COX SMITH 1717 Main Street, Suite 4200 Dallas, TX 75201 Tel: (214) 462-6400 Fax: (214) 462-6401 E-mail: jgerber@dykema.com - and - Aaron Michael Kaufman, Esq. DYKEMA COX SMITH 1717 Main Street, Suite 4200 Dallas, TX 75201 Tel: 214-462-6400 Fax: 214-462-6401 E-mail: akaufman@dykema.com Estimated assets and debt: Estimated Estimated Assets Liabilities --------- ----------- Preferred Care $50,000-$100,000 $10,000,000-$50,000,000 Kentucky Partners $0-$50,000 $10,000,000-$50,000,000 The petitions were signed by Travis Eugene Lunceford, manager of general partner. A full-text copy of Preferred Care Partners' petition, along with a list of 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/txnb17-34296.pdf A copy of Kentucky Partners Management's list of 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/txnb17-34297_creditors.pdf A copy of Kentucky Partners Management's petition is available at: http://bankrupt.com/misc/txnb17-34297_A.pdf PRIME METALS: November 30 Plan Confirmation Hearing --------------------------------------------------- Judge Jeffery A. Deller of the U.S. Bankruptcy Court for the Western District of Pennsylvania conditionally approved the amended disclosure statement accompanying the plan of reorganization filed by Prime Metals & Alloys, Inc. That the hearing on confirmation of the Plan has been set to be held on November 30, 2017 at 10:00 a.m. November 22, 2017, is fixed as the last day for filing written acceptances or rejections of the Plan. Any objections to the Plan or Disclosure Statement must be served and filed by no later than November 22, 2017. Under the Plan, Class 1 consists of the secured claim of S&T Bank. As previously agreed to by the Debtor, Buyer, and S&T Bank, and approved by the Court in the Sale Order, S&T Bank received a distribution from the Sale at Closing. Any remainder of the S&T Bank's Class 1 Secured Claim not paid at Closing will be paid from the Net Recoveries of Recovery Actions, after payment of expenses of the Plan Administrator, then payment in full of all Allowed Administrative Claims including Allowed 503(b)(9) Claims, and Allowed Class 2 Priority Claims. All Class 2 Priority Claims were paid at the time of Closing by the Title Company. In the event that any Allowed Priority Claim was not paid in full at the time of the Closing, Allowed Priority Claims will be paid from either (i) the Net Recoveries of all Recovery Actions pursued by the Plan Administrator, after payment of expenses of the Plan Administrator and payment in full of all Allowed Administrative Claims including Allowed 503(b)(9) Claims, or (ii) the Unsecured Creditor Carve-Out. Class 3 consists of all Allowed General Unsecured Claims against the Debtor. Each Class 3, General Unsecured Claim, will receive its pro rata share of the Unsecured Creditor Carve-Out ($175,000) reserved from the Purchase Price and currently held in Escrow by the Debtor's Counsel. In the event that the Allowed 503(b)(9) Claims and Class 2 Priority Claims are not paid in full through the disbursement of Net Recoveries, the Unsecured Creditor Carve-Out will first be used to pay any remaining Allowed 503(b)(9) Claims then Class 2 Priority Claims in full, with the remainder of the Unsecured Creditor Carve-Out to be used to pay the Allowed Class 3 General Unsecured Claims. Class 1, Class 2 and Class 3 are Impaired, and the holders of Class 1, Class 2 and Class 3 Claims are entitled to vote to accept or reject the Plan. The source of the money to fund the initial payments under the Plan will come from the Escrow Account, currently held by the Debtor's Counsel. The Plan will be implemented and administered by Robert S. Bernstein, Esq, as Plan Administrator. On August 18, 2017, the Debtor and Buyer consummated the sale of all Assets for a Purchase Price of $9,600,000 plus the Buyer’s assumption of the Assumed Liabilities. From the Purchase Price, the Debtor is holding $742,500 in Escrow. The Debtor also anticipates that it will pursue Recovery Actions. The Debtor proposes the following Plan regarding the distribution of the Escrow Amount and Net Proceeds from the Recovery Actions. A full-text copy of the Amended Disclosure Statement, dated November 1, 2017, is available at A full-text copy of the Amended Chapter 11 Plan of Liquidation, dated November 1, 2017, is available at https://is.gd/NbkZ5a Address for return of ballots: Prime Metals & Alloys, Inc. Ballot Return c/o Bernstein-Burkley, PC Attn: Kirk B. Burkley, Esq. 707 Grant Street, Suite 2200 Pittsburgh, PA 15219 About Prime Metals & Alloys Prime Metals & Alloys, Inc., began as a scrap-trading company and has grown to manufacturing and providing alloys, ingots, specialty scrap materials and customized scrap blends. Prime Metals & Alloys sought Chapter 11 protection (Bankr. W.D. Pa. Case No. 17-70164) on March 2, 2017, estimating assets of $1 million to $10 million and $10 million to $50 million in debt. The petition was signed by Richard Knupp, president. Judge Jeffery A. Deller is assigned to the case. The Debtor tapped Kirk B. Burkley, Esq., Allison L. Carr, Esq., and Daniel R. Schimizzi, Esq., at Bernstein-Burkley, P.C., as counsel. H2R CPA LLC serves as the Debtor's accountant. The Debtor employed Strategic Advisors, Inc., to market its assets. Andrew Vara, acting U.S. trustee for Region 3, on March 22 appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Prime Metals & Alloys, Inc. The Troubled Company Reporter has reported on August 28, 2017 that Resco Products, Inc., has left the C0ommittee, and the remaining committee members now include: (1) Anderson Electric; (2) Exelos Computer Services; (3) Wack Manufacturing; and (4) Custom Alloy Corporation. The official committee of unsecured creditors retained Fox Rothschild LLP as legal counsel. R & S ANTIQUES: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: R & S Antiques, Inc. 262 North Rodeo Drive Beverly Hills, CA 90210 Type of Business: R & S Antiques, Inc. dba David Orgell -- www.davidorgell.com -- is a family owned retailer of high-end jewelry and timepieces, as well as crystal, antique silver & gifts. The company's Rodeo Drive location was founded in 1958 by David Orgell, son of Spencer Orgell. The Orgell legend began in the late 1800s in England, where the Orgell family had developed a prominent clientele in London that included, among others, the Royal family. Immigrating to the United States, the Orgell family found its way to Los Angeles and settled in nearby Beverly Hills in the 1940s. David Orgell was purchased by the Soltani family in 1989. Chapter 11 Petition Date: November 13, 2017 Case No.: 17-23986 Court: United States Bankruptcy Court Central District of California (Los Angeles) Judge: Hon. Julia W. Brand Debtor's Counsel: Jason Balitzer, Esq. SULMEYERKUPETZ APC 333 S Hope St 35th Fl Los Angeles, CA 90071 Tel: 213-626-2311 Fax: 213-629-4520 E-mail: jbalitzer@sulmeyerlaw.com - and - Victor A Sahn, Esq. SULMEYERKUPETZ APC 333 S Hope St 35th Fl Los Angeles, CA 90071-1406 Tel: 213-626-2311 Fax: 213-629-4520 E-mail: vsahn@sulmeyerlaw.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $10 million to $50 million The petition was signed by Rahim Soltani, president. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/cacb17-23986.pdf RAJYSAN INC: Taps Alpert Barr as Special Litigation Counsel ----------------------------------------------------------- Rajysan, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Alpert, Barr & Grant, A Professional Law Corporation as its special litigation counsel. Alpert, Barr will represent the Debtor in a lawsuit it filed against its former controllers Bruce Miller and Jodee Omer-Miller of Bruce Miller & Associates; and another lawsuit it filed against Gurmeet Sahani and several other defendants for breach of fiduciary duty. The firm will also represent the Debtor in two other cases filed by Digital Records Management Inc. and a certain Jasmine Sahani. The cases have been consolidated in the Los Angeles Superior Court. The Debtor will pay the firm a post-petition retainer in the sum of $100,000. Adam Grant, Esq., the attorney who will be providing the services, disclosed in a court filing that he does not represent any interest adverse to the Debtor or its estate. Alpert Barr can be reached through: Adam Grant, Esq. Alpert, Barr & Grant, A Professional Law Corporation 6345 Balboa Blvd., Suite 1-300 Encino, CA 91316-1523 Tel: (818) 881-5000 Fax: (818) 881-1150 Email: agrant@alpertbarr.com About Rajysan Inc. Founded in 1984, Rajysan, Incorporated, is a wholesale distributor of industrial machinery and equipment. The Simi Valley, California-based Company filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 17-11363) on July 29, 2017. The petition was signed by Gurpreet Sahani, its president. At the time of filing, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. Judge Peter Carroll presides over the case. The Debtor is represented by Andrew Goodman, Esq., at Goodman Law Offices, APC. On August 31, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors in the Debtor's case. The committee hired Marshack Hays LLP as its bankruptcy counsel, and Force Ten Partners LLC as its financial advisor. RAVENSTAR INVESTMENTS: Sale of Reno Property for $625K Approved --------------------------------------------------------------- Judge Bruce T. Beesley of the U.S. Bankruptcy Court for the District of Nevada authorized Ravenstar Investments, LLC's sale of real property located at 5282 Allegheny Street, Reno, Nevada to Todd Kaufman for $625,000. A hearing on the Motion was held on Nov. 1, 2017 at 2:00 p.m. The sale is free and clear of liens, claims and encumbrances, with such liens, claims and encumbrances to attach to the proceeds of the sale. The $70,000 in sales proceeds will be disbursed directly from escrow as follows: a. $1,000 to First American Title Co. to pay the actual Seller's costs of sale up to 2% of the total purchase price. b. $5,000 to Jason Norris, the Buyer's agent c. $15,000 to Darby Law Practice, Ltd. for the fees & costs and subject to Court approval and disgorgement d. $49,000 to the Debtor to be deposited in the DIP Bank Account. The amount may be reduced if the actual costs of sale are more than estimated. As provided by Fed. R. Bankr. P. 6004(h), 6006(d) and 7062, the Order will be effective and enforceable immediately upon entry. Notwithstanding Bankruptcy Rules 6004(h), the Court expressly finds that there is no just reason for delay in the implementation of the Order and expressly directs entry of judgment as set forth. About Ravenstar Investments Ravenstar Investments, LLC, owns fee simple interests in eight properties located in Sun Valley and Reno, Nevada. It posted gross revenue from rental income of $38,960 for 2016 and $45,210 for 2015. Ravenstar Investments sought Chapter 11 protection (Bankr. D. Nev. Case No. 17-50751) on June 15, 2017. It disclosed $2.65 million in assets and $2.59 million in liabilities. RELIABLE HUMAN: Taps Steven Nosek Firm as Bankruptcy Counsel ------------------------------------------------------------ Reliable Human Services, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Minnesota to hire attorneys from the law firm of Steven B Nosek PA in connection with its Chapter 11 case. The Debtor proposes to employ Steven Nosek, Esq., and Yvonne Doose, Esq., at the law firm of Steven B Nosek PA, to, among other things, give legal advice regarding its duties under the Bankruptcy Code; assist in the preparation of a bankruptcy plan; and represent the Debtor in adversary proceedings. Mr. Nosek and Ms. Doose will charge $300 per hour and $200 per hour, respectively. Both attorneys disclosed in court filings that they do not hold any interest adverse to the Debtor or its estate. The firm may be reached at: Steven B. Nosek, Esq. Yvonne R. Doose, Esq. Steven B Nosek PA 2855 Anthony Ln S, Ste 201 St Anthony, MN 55418 Tel: 612-877-8041 Fax: 612-789-2109 E-mail: ydoose@dooselawfirm.com E-mail: snosek@noseklawfirm.com About Reliable Human Services Reliable Human Services, Inc. was incorporated on October 24, 2006, in Minnesota. It provides home health care services for clients who require assistance on a daily basis while living in their home or with a family member. It provides care for clients on Medical Assistance, UCare, Medica and BlueCross. Reliable Human Services, which is owned by its executive director Christian K. Kolleh, employs 20 nurses and 90 personal care attendants. The company's office is located at 5701 Shingle Creek Parkway, Suite 470, Brooklyn Center, Minnesota. Reliable Human Services filed a Chapter 11 petition (Bankr. D. Minn. Case No. 16-43368) on November 15, 2016. The petition was signed by Christian K. Kolleh, president. The Debtor is represented by Steven B. Nosek, Esq., Steven B. Nosek, P.A. At the time of filing, the Debtor estimated assets at $0 to $50,000 and liabilities at $500,000 to $1 million. On March 30, 2017, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization. The plan proposes to pay unsecured creditors 5% of their claims. RESOLUTE ENERGY: Fitch Assigns B+ Rating to $550MM Unsec. Notes --------------------------------------------------------------- Fitch Ratings has assigned a 'B+/RR2' rating to Resolute Energy Corporation's (NYSE: REN) issuance of $550 million unsecured notes due 2025. Proceeds from the notes will be used to refinance REN's existing 8.50% unsecured notes due 2020 and to pay transaction fees, expenses and associated call premium. The transaction will extend REN's maturity profile by five years. The notes will be unsecured obligations of REN and will rank junior to the revolving credit facility, which has a Feb. 17, 2021 maturity date. KEY RATING DRIVERS SMALL BUT EVOLVING ASSET BASE REN's ratings are based on the company's small but evolving asset base, additional liquidity provided by divestment of Aneth Field, and an improving operating cost structure. Fitch is estimating cash costs will decline by 29% from $18.24/boe in 2017 to $12.9/boe in 2018 and approach the cost profile of Permian based E&P operators to reflect REN's new company profile as a pure pay Permian producer. Fitch's forecast incorporates 2017 production volumes of 23.8 mboe/day, at the low end of management guidance of 24 to 25.5 mboe/day. Close to 100% of Resolute's 2017 capital expenditure will be spent on the Delaware Basin where the company has reported encouraging well results, driven by enhanced completion designs including tighter spacing and higher proppant loading per foot. Fitch expects strong volume growth from REN's small but expanding Permian footprint. However, a production profile at under 50 mboe/day when combined with execution risks related to the development program will likely cap the rating at a the 'B-' level in the near term. Longer-term, as REN works through its current drilling inventory, the company is likely to pursue incremental acquisition opportunities in order to build scale. The rating is based on the expectation that future acquisitions will be funded in a credit friendly manner, as Fitch expects REN will prioritize financial flexibility. EXPANSION IN THE PERMIAN REN has transformed into a pure-play Permian Basin exploration and production company, where it has reported strong results from recent down-spacing tests and has been drilling with two rigs in 2017. Fitch expects Resolute will add a third rig in early 2018 to drill incremental wells in the 'Bronco' properties. Moreover, it is Fitch's view that a fourth rig could be added post 2018 and that the forecasted drilling pace represents 10 years of drilling inventory. REN maintains operational control over its acreage and has over 90% held by production, providing the company with flexibility in the timing of capital deployment and drilling pace. Recently acquired Permian acreage is largely contiguous and adjacent to existing footprint. Fitch believes that acreage consolidation should benefit the company since REN can harness greater efficiencies in contiguous or adjacent acreage due to technological advancements in drilling and completions. SALE OF THE ANETH FIELD REN closed the previously announced Aneth Field asset sale on Nov. 6, 2017. The company received $160 million in cash at closing. Additional cash consideration of up to $35 million will accrue to REN if oil prices exceed certain established levels, ranging from $52.5 /barrel to $60/barrel, over the next three years. Proceeds from the sale will be used to pay down the $125 million outstanding under the revolving credit facility at the time of closing, and to accelerate the 2018 drilling program including the addition of a third rig in the Delaware Basin. REN's borrowing base driven revolving credit facility was slightly reduced to $210 million from $218.8 million following the closing of the sale. HEDGING POLICY REN has a track record of hedging its production to buffer the impact of volatile oil and gas prices to support economic returns, and protect future cash flows. Management typically hedges 67%-75% of production looking forward 12 to 18 months. According to management, 60% of current oil production is hedged at a floor of approximately $50 per barrel. 56% of natural gas production is hedged at a floor of approximately $2.70/mcf in 2017. Management continues to opportunistically layer in hedges in the near to medium term, especially as Resolute is lightly hedged in 2018 and beyond, which Fitch believes exposes the company to material credit risks in a sustained price correction. FORECASTED METRICS REN continues to improve overall credit metrics and strengthen its balance sheet. Debt/EBITDA peaked at 5.2x in 2014 and declined to 3.7x as of Dec. 31, 2016. Debt/flowing barrel also peaked at $61,682 in 2014 and has declined to $38,021 in 2016. Fitch expects these metrics to further improve under the base case due to projected production growth, lower operating costs, and solid liquidity, in a rising oil price environment. Under Fitch's base case, debt/EBITDA is forecasted to decline to under 1.5x by year-end (YE) 2019. REN is committed to maintaining a strong balance sheet and has issued common equity and preferred equity to fund acquisitions or pay down debt in the last few quarters. Management has prioritized financial flexibility and expects to target debt/EBITDA under 2.5x. DERIVATION SUMMARY Fitch believes the current stage of REN's portfolio repositioning and evolution, into a pure play Delaware Basin operator, and its small production profile with expected 2017 average daily production of 23.8 mboe/day caps the rating in the 'B-' category. Fitch recognizes the cost savings that accrues to REN from selling the Aneth Field acreage where 3Q 2017 LOE costs was $21.5/boe compared to $5 - $6/boe LOE costs for Permian peers. The reduction in full cycle costs should improve REN's margin profile, but REN lacks the size and scale of other single basin high yield E&P peers such as Extraction Oil & Gas (XOG, B+/Stable), which has an established presence in the Denver-Juliene basin, and forecasts expected 2017 daily production of 50 mboe/day under Fitch's assumptions. KEY ASSUMPTIONS Fitch's key assumptions within the rating case for REN include: -- Base case WTI price that trends up from $50/barrel in 2017, $50/barrel in 2018, $52.50/barrel in 2019 and long-term price of $55.00/barrel -- Base Case Henry Hub gas that trends up from 2.75/mcf in 2017, $3.00/mcf in 2018, $3.00/mcf in 2019 and a long-term price of $3.25/mcf -- Capex of $275 million in 2017, and future capex assumptions in line with recent management guidance, and increasing in the out years to reflect operational momentum from production growth; -- 2017 divestiture of Aneth Field acreage; -- Improvement in overall cost profile between 2017 and 2018 and in the out years to reflect impact of divestiture of higher cost Aneth Field acreage; -- 2017 production of 23.8 mboe/day and 2018 production of 38.9 mboe/day -- No incremental equity issuance, acquisitions or divestitures outside of announced and planned transactions. RATING SENSITIVITIES Future Developments that may, individually or collectively lead to a positive rating action include: -- Production profile that approaches 50 mboe/day -- Successful execution of current strategy within stated goals including gaining operational momentum with an optimal funding mix -- Expansion of current inventory in a credit conscious manner Future Developments that may, individually or collectively lead to a negative rating action include: -- Additional acquisitions that result in a deviation from stated financial policy -- Adoption of less conservative financing mix, or inability to adhere to its' hedging policy leading to increased vulnerability to lower oil and gas prices -- Significant reduction in total liquidity due to a lower borrowing base re-determination triggered by a weaker oil and gas price environment -- interest coverage approaching 1.5x ADEQUATE LIQUIDITY POSITION REN's primary sources of liquidity are cash on the balance sheet, cash from operations, the revolving credit facility, and proceeds from the issuance of debt and equity and asset sales. Liquidity at the end of Q3 2017 comprised $0.9 million of cash on the balance sheet, and $91 million available under the revolving credit facility. The company also has restricted cash of 23.1 million located on the consolidated balance sheet under noncurrent assets as of Dec. 31, 2016, which is contractually restricted for the purpose of settling asset retirement obligations tied to the Aneth Field. The revolving credit facility is secured by substantially all of Resolute's oil and gas properties, and was amended in February 2017. The amendment approved the extension of the maturity date to 2021 and a change in the composition of the members of the existing syndicate. The syndicate banks are now led by Bank of Montreal. The revolving credit facility specifies a maximum borrowing base as determined by the lenders and was set at $150 million from $105 million in February 2017: The borrowing base increased to $225 million on April 17, 2017 during the scheduled semi-annual borrowing base re-determination exercise reflecting the Delaware Basin acquisitions. Following the Aneth Field sale, the borrowing base was re-determined on Nov. 6, 2017 at $210 million. Total liquidity pro forma the Aneth Field sale and the debt refinancing equals $230.1 million representing $22.9 million of cash on the balance sheet, and $207.2 million of availability under the credit facility No Near-Term Maturities: REN does not have any near term maturities. The amended credit facility extended the maturity date till 2021. The newly issued unsecured bonds have a 2025 maturity date. Fitch is forecasting 2017 as a transformational year where REN will generate negative free cash flow (FCF). However, under current assumptions, the company will trend towards positive to neutral FCF in the forecast period supported by production growth. FULL LIST OF RATING ACTIONS Fitch currently rates REN: -- Long-Term Issuer Default Rating 'B-'; -- Revolving credit facility 'BB-/RR1; -- Senior unsecured notes 'B+/RR2'. The Rating Outlook is Stable. RESOLUTE ENERGY: Moody's Rates Senior Unsecured Regular Bonds Caa1 ------------------------------------------------------------------ Moody's Investors Service assigned a Caa1 rating to Resolute Energy Corporation's (REN) proposed offering of senior notes due 2025. The B3 Corporate Family Rating (CFR), B3-PD Probability of Default Rating (PDR), SGL-3 Speculative Grade Liquidity Rating and stable outlook are not affected by this action. Resolute intends to use the net proceeds of the notes issue to redeem its 8.50% senior notes due 2020. Assignments: Issuer: Resolute Energy Corp. -- Senior Unsecured Regular Bond/Debenture, Assigned Caa1 (LGD4) RATINGS RATIONALE Resolute's senior notes are rated Caa1, reflecting their subordinated position to its $210 million secured credit facility's priority claim to the company's assets. The size of the senior secured claims relative to Resolute's outstanding senior unsecured obligations results in the notes being rated one notch below the B3 CFR, consistent with Moody's Loss Given Default (LGD) methodology. The B3 CFR reflects Resolute's modest but growing scale, its concentrated reserve base in the Delaware Basin of the Permian Basin, and an aggressive, growth-oriented capital spending program that will be partially funded by borrowing under its revolving credit facility. On November 6, Resolute closed on the sale of its Aneth Field properties in the Paradox Basin of Southeastern Utah, effective October 1, for $195 million, including a $35 million three-year contingent payment. Proceeds were used to repay borrowings under its secured borrowing base revolving credit facility. The improved liquidity, a function of the Aneth sale, will enable Resolute to add a third drilling rig in 2018 to its Delaware acreage, further growing production from its 2017 guidance of 24,500 to 25,500 barrels of oil equivalent (Boe) per day. However, debt levels are expected to increase with the company outspending cash flow into 2018, although higher production generating growing and well-hedged cash flow should enable Resolute once again to reduce its leverage in 2018 and beyond. The rating benefits from the company's attractive position in the Southern Delaware portion of the Permian where the company continues to deliver strong drilling results relative to its similarly-rated peers. Resolute's small footprint in the desirable Delaware will likely require it to remain acquisitive, which represents a risk given the very high prices acreage has commanded in recent transactions. Resolute's SGL-3 Speculative Grade Liquidity Rating reflects adequate liquidity through 2018. Operating costs will decline with the sale of high-cost Aneth, but the expected deployment of a third rig in the Delaware will increase spending and require funding under Resolute's revolving credit facility. Pro forma for the Aneth sale, Resolute will have full availability under its $210 million secured borrowing base revolving credit facility, providing sufficient funding for the expected outspending of cash flow. The revolver has a scheduled maturity date of February 2021. Under the terms of the revolver, the company is subject to financial covenants, including [secured] debt to EBITDA of no more than 4.0x and current ratio greater than 1.0x. Moody's expects Resolute to maintain compliance with its covenants, with coverages improving in 2018. The outlook is stable. An upgrade would be considered if production grows to exceed 30,000 Boe per day and presuming retained cash flow (RCF) to debt holds above 30%. While acquisitions are expected, rating improvement will depend on capital discipline both in terms of price and funding. The rating could be downgraded if RCF to debt falls below 20% or EBITDA to interest coverage falls below 2.0x. Resolute Energy Corporation, is a publicly-traded oil and gas exploration and production company headquartered in Denver, Colorado. The company's operations are focused in Reeves County, Texas within the Permian Basin. The principal methodology used in this rating was Independent Exploration and Production Industry published in May 2017. RESOLUTE ENERGY: S&P Rates New $550MM Senior Unsecured Notes 'B-' ----------------------------------------------------------------- S&P Global Ratings assigned its 'B-' issue-level rating (the same as the corporate credit rating) to Denver–based Resolute Energy Corp.'s proposed $550 million senior unsecured notes due 2025. The company will use the note proceeds to refinance its existing $525 million 8.5% senior unsecured notes due 2020. The recovery rating remains '4', indicating our expectation of an "average" (30% to 50%; rounded estimate 35%) recovery to creditors in the event of a payment default. The ratings on Resolute reflect S&P's assessment of the company's vulnerable business risk profile and aggressive financial risk profile, with the company's limited scale of operations relative to higher-rated peers resulting in a negative comparable ratings analysis. These assessments also incorporate Resolute's lack of geographic diversification with all operations in the Permian Basin, production weighted towards liquids, exposure to the highly cyclical oil and gas exploration and production industry, and relatively conservative financial policies. RATINGS LIST Resolute Energy Corp. Corporate Credit Rating B-/Stable/-- Senior Unsecured US$550 mil nts due 2025 B- Recovery Rating 4(35%) RV COLLISION: Seeks to Hire Taxman USA as Accountant ---------------------------------------------------- RV Collision and Restoration, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Taxman USA, Inc. as its accountant. The firm will assist the Debtor in the preparation of its annual tax returns. The cost of the Debtor's 2015 return is $500 while the cost of its 2016 return is $750. Taxman USA does not hold or represent any interest adverse to the Debtor's estate, according to court filings. The firm can be reached through: Robert Rothfeld Taxman USA Inc. 822 Bryan Street Kissimmee, FL 34741 Phone: (407) 932-3499 About RV Collision and Restoration RV Collision and Restoration, LLC, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 17-01590) on March 13, 2017, listing under $1 million in both assets and liabilities. Tyler S. Van Voorhees Law, LLC represents the Debtor as bankruptcy counsel. RYCKMAN CREEK: December 6 Plan Confirmation Hearing --------------------------------------------------- Ryckman Creek Resources, LLC, and its debtor-affiliates have further revised the Third Amended Plan to, among other things, make certain changes to creditor classification and treatment, provide additional information, and make certain other revisions. The Confirmation Hearing will commence on December 6, 2017, at 11:00 a.m. The Ballot indicating acceptance or rejection of the Plan must be received no later than December 1, 2017. The Plan objection deadline is December 1. Under the Fourth Amended Plan, Class 3 consists of all unsecured claims, including all Prepetition Credit Agreement Claims and all General Unsecured Claims. Each holder of an allowed Class 3 claim will receive on the Trust Distribution Date on account of such Class 3 claim its pro rata share of the Class 3 Common Units. The Debtors have estimated 0% to 100% recovery for every allowed Class 3 claim. Class 3 is impaired and holders of allowed Class 3 claims are entitled to vote to accept or reject the Plan. The Reorganized Debtors' capital structure at emergence will consist of the following: (a) 80% Plan Sponsor's New Common Units, (b) 20% Liquidating Trust Common Units, (c) 18% DIP Common Units, and (d) 2% Class 3 Common Units. Following consummation of the Plan, the Debtors' balance sheet will be deleveraged by more than $393 million. Distributions under this Plan and Reorganized Ryckman's operations after the Effective Date will be funded from the following sources: (a) The Plan Sponsor will pay Cash to the Reorganized Debtors in the amount of the Plan Sponsor Cash Consideration to make the Cash distributions specified in Article II and Article IV of this Plan. (b) The Plan Sponsor Working Capital Commitment will be available to fund capital expenditures and working capital for Reorganized Ryckman from and after the Effective Date. (c) All Cash necessary for the Reorganized Debtors to make payments required by the Plan will be obtained from the Debtors' Cash balances then on hand and/or Cash from business operations, after giving effect to the transactions contemplated under the Plan. A full-text copy of the Fourth Amended Plan, dated November, 2017, is available for free at https://is.gd/PM7IBa Counsel for the Debtors: Robert A. Weber, Esq. Alison M. Keefe, Esq. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP One Rodney Square P.O. Box 636 Wilmington, Delaware 19899-0636 Telephone: (302) 651-3000 Fax: (302) 651-3001 -- and -- George N. Panagakis, Esq. Christopher M. Dressel, Esq. Tabitha J. Atkin, Esq. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 155 N. Wacker Dr. Chicago, Illinois 60606 Telephone: (312) 407-0700 Fax: (312) 407-0411 About Ryckman Creek Resources, LLC Formed on Sept. 8, 2009, Ryckman Creek Resources, LLC, is engaged in the acquisition, development, marketing, and operation of a natural gas storage facility known as the Ryckman Creek Facility. The Ryckman Creek Facility is a depleted crude oil and natural gas reservoir located in Uinta County, Wyoming. The company began development of the reservoir into a natural gas storage facility in 2011. The Ryckman Creek Facility began commercial operations in late 2012 and received injections of customer gas and gas purchased by the company. The company and its affiliated debtors have approximately 35 employees. Ryckman Creek Resources, LLC, Ryckman Creek Resources Holdings LLC, Peregrine Rocky Mountains LLC and Peregrine Midstream Partners LLC filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 16-10292) on Feb. 2, 2016. The petitions were signed by Robert Foss as chief executive officer. Kevin J. Carey has been assigned the case. The Debtors hired Skadden, Arps, Slate, Meagher & Flom LLP as counsel; AP Services, LLC, as management provider; Evercore Group LLC as investment banker; and Kurtzman Carson Consultants LLC as claims and noticing agent. The Debtors employ Great American Group Advisory & Valuation Services, L.L.C., as valuation consultant. On April 11, 2016, Ryckman Creek Resources disclosed total assets of more than $205 million and total debt of more than $391.2 million. On Feb. 12, 2016, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Attorneys for the committee are Greenberg Traurig, LLP's Dennis A. Meloro, Esq., David B. Kurzweil, Esq., and Shari L. Heyen, Esq. The committee retained Alvarez & Marsal, LLC, as financial advisor. SAMUEL E. WYLY: Private Sale of MC LLC's Dallas Property Approved ----------------------------------------------------------------- Judge Robert L. Jones of the U.S. Bankruptcy Court for the Northern District of Texas authorized Samuel Evans Wyly's private sale of Mi Casa, LLC ("MC LLC")'s real property located at 4945 Crooked Lane, Dallas, Texas free and clear of interests. Allie Beth Allman is authorized to personally advance the Make-Ready Costs and the Monthly Costs, place all utilities (e.g., water, electricity, gas) in her name, and pay the expenses associated with the same during the period prior to sale of the Home. The Home sale proceeds will be distributed: (i) first, in payment of all reasonable and necessary closing costs attributable to the seller; (ii) next, in payment of the Brokerage Commission and repayment of the Make-Ready Costs and Monthly Costs to Allie Beth Allman; and (iii) finally, the Net Proceeds will be distributed in accordance with further Orders of the Court following final approval of a contract to sell the Home. About Sam Wyly Sam Wyly is a lifelong entrepreneur and author. His first book, 1,000 Dollars & An Idea, is a biography that tells his story of creating and building companies, including University Computing, Michaels Arts & Crafts, Sterling Software, and Bonanza Steakhouse. His second book, Texas Got It Right!, co-authored with his son, Andrew, was gifted to roughly 450,000 students and teachers, thought leaders, and readers, and continues to be a best-seller in its Amazon category. Samuel Wyly filed for Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 14-35043) on Oct. 19, 2014, weeks after a judge ordered him to pay several hundred million dollars in a civil fraud case. In September 2014, a federal judge ordered Mr. Wyly and the estate of his deceased brother to pay more than $300 million in sanctions after they were found guilty of committing civil fraud to hide stock sales and nab millions of dollars in profits. SCOTTDALE DETOX: Taps Michael W. Carmel as Legal Counsel -------------------------------------------------------- Scottsdale Detox Center Of Arizona LLC received approval from the U.S. Bankruptcy Court for the District of Arizona to hire Michael W. Carmel, Ltd. 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. Michael Carmel, Esq., the attorney who will be handling the case, will charge an hourly fee of $600. Paralegals will charge $135 per hour. The firm does not hold or represent any interest adverse to the Debtor or its estate, according to court filings. The firm can be reached through: Michael W. Carmel, Esq. Michael W. Carmel, Ltd. 80 East Columbus Avenue Phoenix, AZ 85012-2334 Tel: (602) 264-4965 Fax: (602) 277-0144 Email: Michael@mcarmellaw.com About Scottsdale Detox Center Of Arizona Scottsdale Detox Center Of Arizona LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 17-11494) on September 28, 2017. Judge Eddward P. Ballinger, Jr. presides over the case. SEADRILL LTD: Committee Taps Patton Moreno as Panamanian Counsel ---------------------------------------------------------------- The official committee of unsecured creditors of Seadrill Limited seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Patton, Moreno & Asvat as Panamanian counsel. The committee is conducting an investigation into the pre-bankruptcy transactions of Seadrill and its affiliates and certain documents related to the transactions are governed by or implicate Panamanian law. The attorneys and paralegals primarily responsible for representing the committee and their standard hourly rates are: Enrique Sibauste Of Counsel US$425 Maria Teresa Diaz Partner US$350 Belisario Porras Partner US$350 Nadya Price Associate US$285 Other attorneys, paralegals and case management clerks may also assist the committee. The hourly rates for these professionals are: Fernando Ahued US$285 Paralegal US$175 Secretary US$150 Enrique Sibauste, Esq., disclosed in a court filing that his firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Mr. Sibauste disclosed that his firm has not agreed to any variations from, or alternatives to, its standard or customary billing arrangements. Mr. Sibauste also disclosed that no professional at the firm has varied his rate based on the geographic location of the Debtors' bankruptcy cases and that the firm has not represented the committee prior to its formation. Patton Moreno is developing a budget and staffing plan for the period through Dec. 31 to be presented for approval by the committee, Mr. Sibauste further disclosed. The firm can be reached through: Enrique Sibauste, Esq. Patton, Moreno & Asvat Capital Plaza Building, 8th Floor Paseo Roberto Motta Costa del Este, Panama City Republic of Panama About Seadrill Limited Seadrill Limited is a deepwater drilling contractor, providing drilling services to the oil and gas industry. It is incorporated in Bermuda and managed from London. Seadrill and its affiliates own or lease 51 drilling rigs, which represents more than 6% of the world fleet. As of Sept. 12, 2017, Seadrill employs 3,760 highly-skilled individuals across 22 countries and five continents to operate their drilling rigs and perform various other corporate functions. As of June 30, 2017, Seadrill had $20.71 billion in total assets, $10.77 billion in total liabilities and $9.94 billion in total equity. Seadrill reported a net loss of US$155 million on US$3.17 billion of total operating revenues for the year ended Dec. 31, 2016, following a net loss of US$635 million on US$4.33 billion of total operating revenues for the year ended in 2015. After reaching terms of a reorganization plan that would restructure $8 billion of funded debt, Seadrill Limited and 85 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 17-60079) on Sept. 12, 2017. Together with the chapter 11 proceedings, Seadrill, North Atlantic Drilling Limited ("NADL") and Sevan Drilling Limited ("Sevan") commenced liquidation proceedings in Bermuda to appoint Joint provisional liquidators and facilitate recognition and implementation of the transactions contemplated by the RSA and Investment Agreement. Simon Edel, Alan Bloom and Roy Bailey of Ernst & Young serve as the joint and several provisional liquidators. In the Chapter 11 cases, the Company has engaged Kirkland & Ellis LLP as legal counsel, HoulihanLokey, Inc. as financial advisor, and Alvarez &Marsal as restructuring advisor. Willkie Farr & Gallagher LLP, serves as special counsel to the Debtors. Slaughter and May has been engaged as corporate counsel, and Morgan Stanley serves as co-financial advisor during the negotiation of the restructuring agreement. Advokatfirmaet Thommessen AS serves as Norwegian counsel. Conyers Dill & Pearman serves as Bermuda counsel. PricewaterhouseCoopers LLP UK, serves as the Debtors' independent auditor; and Prime Clerk is their claims and noticing agent. On September 22, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee hired Kramer Levin Naftalis& Frankel LLP, as counsel; Cole Schotz P.C. as local and conflict counsel; Zuill& Co. as Bermuda counsel; Quinn Emanuel Urquhart & Sullivan, UK LLP as English counsel; Advokatfirmaet Selmer DA as Norwegian counsel; and Perella Weinberg Partners LP as investment banker. SHIBATA FLORAL: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Shibata Floral Company 620 Brannan St San Francisco, CA 94107 Type of Business: Shibata Floral Company is a family owned and operated wholesale floral and floral supply distributor servicing the West Coast since 1921. Started as a rose grower, the company expanded into carnation growing, chrysanthemum propagation and floral supplies. Shibata Floral has now evolved into a multifaceted distribution business offering thousands of floral related products from all over the world through its locations in the San Francisco, Los Angeles and Portland flower markets. Web site: http://www.shibatafc.com Case No.: 17-31143 Chapter 11 Petition Date: November 13, 2017 Court: United States Bankruptcy Court Northern District of California (San Francisco) Judge: Hon. Dennis Montali Debtor's Counsel: Chris D. Kuhner, Esq. KORNFIELD, NYBERG, BENDES, KUHNER & LITTLE P.C. 1970 Broadway #225 Oakland, CA 94612 Tel: (510) 763-1000 E-mail: c.kuhner@kornfieldlaw.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Eric L. Shibata, president. A full-text copy of the petition, along with a list of 20 largest unsecured creditors, is available for free at http://bankrupt.com/misc/canb17-31143.pdf SKY-SKAN INC: Taps Deshaies Law as Co-Counsel --------------------------------------------- Sky-Skan Incorporated seeks approval from the U.S. Bankruptcy Court for the District of New Hampshire to hire Deshaies Law in connection with its Chapter 11 case. Deshaies Law will serve as co-counsel with The Tamposi Law Group, P.C., the firm tapped by the Debtor to be its bankruptcy counsel. Cheryl Deshaies, Esq., the attorney who will be providing the services, will charge an hourly fee of $225. Ms. Deshaies disclosed in a court filing that the firm and its members and associates do not hold any interest adverse to the Debtor. The firm can be reached through: Cheryl Deshaies, Esq. Deshaies Law 24 Front Street, Suite 111 Exeter, NH 03833 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, its president. SKY-SKAN INC: Taps Tamposi Law Group as Legal Counsel ----------------------------------------------------- Sky-Skan, Incorporated seeks approval from the U.S. Bankruptcy Court for the District of New Hampshire to hire The Tamposi Law Group, P.C. as its bankruptcy counsel. The firm will assist the Debtor in the preparation of a plan of reorganization and will provide other legal services related to its Chapter 11 case. Its hourly rates range from $125 to $335. Peter Tamposi, Esq., disclosed in a court filing that the firm and its members and associates do not hold any interest adverse to the Debtor. The firm can be reached through: Peter N. Tamposi, Esq. The Tamposi Law Group, P.C. 159 Main Street Nashua, NH 03060 Phone: 603-204-5513 Email: Peter@thetamposilawgroup.com 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, its president. STEREOTAXIS INC: Reports $4.67 Million Net Loss for Third Quarter ----------------------------------------------------------------- Stereotaxis, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss attributable to common stockholders of $4.67 million on $8.14 million of total revenue for the three months ended Sept. 30, 2017, compared to a net loss attributable to common stockholders of $12.35 million on $8.33 million of total revenue for the same period during the prior year. For the nine months ended Sept. 30, 2017, the Company reported a net loss attributable to common stockholders of $4.40 million on $23.58 million of total revenue compared to a net loss attributable to common stockholders of $16.95 million on $24.85 million of total revenue for the same period during the prior year. As of Sept. 30, 2017, Stereotaxis had $15.12 million in total assets, $33.33 million in total liabilities, $5.96 million in convertible preferred stock, and a total stockholders' deficit of $24.16 million. "I am pleased with the continued progress we are making on many fronts, and primarily on our two strategic focuses: supporting electrophysiologists build successful robotic ablation practices and identifying and initiating the strategic innovation paths that improve patient care, physician choice and our technology availability," said David Fischel, Chairman and CEO. "Some of this progress is visible, such as the growth in recurring revenue and procedure volumes, which reflects only the early impact of our first efforts to build effective institutional capabilities and processes. Some is not yet visible, such as the tangible progress on our innovation initiatives which will be announced when appropriate. I am pleased that this progress is being made in tandem with significant improvements in operating expenses. The combination of a solid base business with growing recurring revenue, prudent management of operating expenses, and tangible progress on technology innovation should set Stereotaxis up for a very bright future." "The third quarter should also be noted for other meaningful events. In August we celebrated the milestone of 100,000 patients treated, a testament to the robust validation and significant clinical value of our technology. This clinical value was dramatically demonstrated in an independent meta-analysis of studies published in September in the Journal of Interventional Cardiac Electrophysiology comparing robotic to manual ablation for the treatment of ventricular tachycardia. The data, comprising 779 patients from multiple prominent global hospitals, demonstrated that Stereotaxis robotic technology is associated with significantly improved acute and long term efficacy, patient safety, and procedure efficiency." Gross margin in the quarter was $6.2 million, or 76% of revenue, versus $6.1 million, or 73% of revenue, in the third quarter of 2016 and $6.3 million, or 74% of revenue, in the second quarter of 2017. Operating expenses in the third quarter were $6.1 million, down 17% from $7.3 million in the prior year quarter and down 10% sequentially from $6.7 million in the second quarter. The reduction in operating expenses reflects lower executive compensation and more efficient management of expenses across the organization, but does not represent any material changes in the organization's personnel, infrastructure or capabilities. Operating income in the third quarter was $0.2 million, a significant improvement compared to operating losses of $(1.2) million in the prior year third quarter and $(0.4) million in the second quarter. Net loss for the third quarter of $(4.3) million predominantly reflects non-cash mark-to-market warrant revaluation expenses. Excluding mark-to-market warrant revaluation, the Company would have reported net income of $0.1 million for the quarter. Cash burn for the third quarter was $560,000. Cash burn in the quarter does not reflect the receipt of cash from the sale of the Niobe system, with which the Company would have had recorded positive free cash flow. At Sept. 30, 2017, Stereotaxis had cash and cash equivalents of $4.5 million, no debt, and $3.0 million in unused borrowing capacity on its revolving credit facility, for total liquidity of $7.5 million. Full Year 2017 Expectations The Company is reaffirming its guidance for full year 2017 revenue to exceed $30 million. Development and initiation of activities on a long-term product innovation plan have progressed more rapidly than originally guided. The innovation plan addresses each of the five core technologies utilized in a robotic cardiac ablation procedure, and is designed to improve patient care, physician choice, and technology availability. Tangible activity on several components of the plan has been initiated and others are in negotiation and expected to commence in the coming months. Additional details on specific components of the plan will be disclosed as appropriate. The Company expects continued modest cash burn over the coming quarters and believe its financial position is sufficient to advance the company significantly over that period. A full-text copy of the Form 10-Q is available for free at: https://is.gd/rlh9aV About Stereotaxis Based in St. Louis, Missouri, Stereotaxis, Inc. -- http://www.stereotaxis.com/-- is an innovative robotic technology company designed to enhance the treatment of arrhythmias and perform endovascular procedures. Its mission is the discovery, development and delivery of robotic systems, instruments, and information solutions for the interventional laboratory. These innovations help physicians provide unsurpassed patient care with robotic precision and safety, improved lab efficiency and productivity, and enhanced integration of procedural information. Over 100 issued patents support the Stereotaxis platform. The core components of Stereotaxis' systems have received regulatory clearance in the United States, European Union, Japan, Canada, China, and elsewhere. Stereotaxis reported a net loss available to common stockholders of $11.80 million on $32.16 million of total revenue for the year ended Dec. 31, 2016, compared to a net loss available to common stockholders of $7.35 million on $37.67 million of total revenue for the year ended Dec. 31, 2015. STOLLINGS TRUCKING: Sale of Caterpillar Bulldozer for $40K Approved ------------------------------------------------------------------- Judge Frank W. Volk of the U.S. Bankruptcy Court for the Southern District of West Virginia authorized Stollings Trucking Co., Inc.'s sale of 2004 Caterpillar D11R Bulldozer, S/N 7PZ00754, to Ameraus Tractor Co. for $40,000. The proceeds from the sale are free and clear of all liens with liens to attach to the proceeds and that any disposition of proceeds will be based upon further Court Order. About Stollings Trucking Stollings Trucking Company, Inc., began its operations in 1990. Throughout the years, it both hauled coal and mined coal for its own profit. As it grew, it acquired more equipment and rolling stock. Stollings also obtained mining permits on property in Logan County, West Virginia, and was a party to coal leases. Stollings Trucking sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Case No. 15-20624) on Dec. 7, 2015. Rhonda Marcum, president, signed the petition. The Debtor estimated assets and liabilities of $1 million to $10 million. Judge Frank W. Volk presides over the case. Joseph W. Caaldwell, Esq., at Caldwell & Riffee, in Charleston, WV, is serving as counsel to the Debtor. SYU SING: Unsecureds To Be Paid in Full, Plus 1.38% Per Annum ------------------------------------------------------------- Syu Sing Investment, LLC, filed with the U.S. Bankruptcy Court for the Northern District of California a disclosure statement dated Oct. 26, 2017, referring to the Debtor's plan of reorganization dated Oct. 26, 2017. A hearing on the approval of this Disclosure Statement will be held on Dec. 7, 2017, at 1:30 p.m. General unsecured creditors are classified in Class 3 and will be paid in full together with interest at 1.38% per annum. Payments and distributions under the Plan will be funded by the sale or refinance of the property at 2201 Lafayette St. Santa Clara, California, or from the sale of non-estate real property at 2135 Stagecoach Rd. Stockton, California. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/canb17-51995-33.pdf About Syu Sing Investment Syu Sing Investment, LLC's principal assets are located at 2201 Lafayette St Santa Clara, CA 95050-2934. It filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 17-51995) on Aug. 21, 2017. The Debtor listed its business as a single asset real estate as defined in 11 U.S.C. Section 101(51B). The petition was signed by Yim Ho Leung, member. The Hon. Stephen L. Johnson presides over the case. The Debtor is represented by Lars T. Fuller, Esq., of The Fuller Law Firm. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. T-MOBILE USA: Moody's Hikes CFR to Ba2; Outlook Stable ------------------------------------------------------ Moody's Investors Service upgraded T-Mobile USA, Inc.'s corporate family rating (CFR) to Ba2 from Ba3, its probability of default rating to Ba2-PD from Ba3-PD, its senior secured rating to Baa2 from Baa3, and its senior unsecured rating to Ba2 from Ba3. The SGL-1 speculative grade liquidity rating was affirmed, and the outlook is stable. The upgrade reflects T-Mobile's continued strong performance and outlook in the US wireless industry and improved financial leverage. Moody's adjusted leverage improved from 4.5x at FYE2015 to 3.4x as of September 30, 2017. The upgrade also reflects Moody's expectation for T-Mobile to generate healthy free cash flow over the next few years. Moody's expects T-Mobile's credit metrics to remain solid despite the highly competitive US wireless environment, driven by continued postpaid phone subscriber growth, effective marketing and improving cost management. The upgrade follows the resolution of uncertainty surrounding a potential merger of T-Mobile and Sprint, which could have pressured T-Mobile's credit metrics. Moody's expects T-Mobile's organic EBITDA growth to continue, but believes that the company is operating below its stated target leverage range of 3x to 4x net debt to core EBITDA (as defined by management). The company has publicly discussed returning capital to shareholders, which could potentially be funded by additional debt without impacting the Ba2 corporate family rating. Upgrades: Issuer: T-Mobile USA, Inc. -- Probability of Default Rating, Upgraded to Ba2-PD from Ba3-PD -- Corporate Family Rating, Upgraded to Ba2 from Ba3 -- Senior Secured Bank Credit Facility, Upgraded to Baa2 (LGD 1) from Baa3 (LGD 1) -- Senior Unsecured Regular Bond/Debenture, Upgraded to Ba2 (LGD 4) from Ba3 (LGD 4) Affirmations: Issuer: T-Mobile USA, Inc. -- Speculative Grade Liquidity Rating, Affirmed SGL-1 Outlook Actions: Issuer: T-Mobile USA, Inc. -- Outlook, Remains Stable RATINGS RATIONALE T-Mobile's Ba2 corporate family rating reflects Moody's expectation for sustained market share gains as innovative offerings, improving network performance and good customer service attract new customers. The rating is further supported by improving scale, healthy free cash flow generation, strong liquidity and valuable spectrum assets that also provide credit support. These strengths are offset by the company's distant third position in the highly competitive U.S. wireless industry, the high capital intensity associated with rapidly rising bandwidth demand, weak (relative to its larger peers) margins and a moderately leveraged balance sheet. The rating does not receive any lift as a result of Deutsche Telekom AG's ("DT", rated Baa1) ownership stake. The SGL-1 speculative grade liquidity rating incorporates Moody's expectation that T-Mobile will maintain very good liquidity over the next 12 to 18 months. At September 30, 2017, T-Mobile had approximately $739 million of cash on hand, full availability under a $1.5 billion senior secured revolver and a $1 billion unsecured revolver both due December 29, 2019, and a lack of material long term debt maturities until 2021. These positives are further strengthened by Moody's expectation for healthy free cash generation over the same time period. The ratings for T-Mobile's debt instruments comprise the overall probability of default of the company, to which Moody's assigns a probability of default rating of Ba2-PD, the average family loss given default assessment and the composition of the debt instruments in the capital structure. The 1st lien senior secured term loan due November 2022 is rated Baa2 (LGD1). The three-notch differential from the Ba2 CFR reflects the structural seniority provided by secured guarantees from the operating subsidiaries of T-Mobile together with a secured first priority interest in all tangible and intangible assets of T-Mobile and the guarantors. The 1st lien senior secured term loan due January 2024 and the $1.5 billion secured revolving credit facility provided by DT are not rated but also benefit from the aforementioned secured guarantees and secured first priority interest. Moody's also ranks the company's EIP and service receivables securitization facilities pari passu to T-Mobile's 1st lien senior secured debt. Moody's rates all of T-Mobile's senior unsecured notes Ba2 (LGD4), in line with the company's CFR, reflecting their junior position in the capital structure. T-Mobile also has a $1 billion senior unsecured revolving credit facility provided by DT. The revolver is guaranteed by T-Mobile and by all of its wholly-owned domestic restricted subsidiaries (other than immaterial subsidiaries and certain designated subsidiaries) and ranks pari passu to T-Mobile's senior unsecured notes. The stable outlook reflects T-Mobile's strong fundamentals, growth and improving credit metrics, balanced by management's leverage tolerance as indicated by its target capital structure. T-Mobile's ratings could be upgraded if leverage was sustained comfortably below 4x, free cash flow were to improve to the high single digits percentage of total debt (all cited financial metrics are referenced on a Moody's adjusted basis), and if its financial policy was changed to reflect lower leverage tolerance. The ratings could be downgraded if T-Mobile's leverage is sustained above 4.5x and free cash flow deteriorates. This could occur if EBITDA margins come under sustained pressure or if future debt-funded share repurchases significantly exceed Moody's expectations. In addition, a deterioration in liquidity could pressure the rating downward. The principal methodology used in these ratings was Telecommunications Service Providers published in January 2017. TAYLOR EQUIPMENT: Taps Allegheny Capital as Broker -------------------------------------------------- Taylor Equipment Company, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to hire a broker. The Debtor proposes to employ Allegheny Capital, LLC in connection with the sale of its real property, capital stock and other assets. The firm will be compensated according to this fee structure: (i) An up-front financial advisory fee of $20,000, payable upon full execution of the engagement agreement and court approval of the firm's employment to the extent that the funds are otherwise immediately available for payment, or in the form of an administrative claim to be filed by the firm. (ii) A fee payable upon the closing in connection with a transaction (12% of such aggregate consideration if less than $1 million and 10% of any amount in excess of $1 million less the financial advisory fee in the amount of $20,000). (iii) A minimum "transaction success fee" of $75,000. William Lauer disclosed in a court filing that he is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Allegheny can be reached through: William R. Lauer Allegheny Capital, LLC P.O. Box 101502 Pittsburgh, PA 15237 Phone: (412) 471-7500 Email: wrl@alleghenycapital.com About Taylor Equipment Company Taylor Equipment Company, Inc., based in Friedens, Pennsylvania, filed a Chapter 11 petition (Bankr. W.D. Pa. Case No. 16-70781) on Nov. 11, 2016. In its petition, the Debtor estimated less than $50,000 in assets and $1 million to $10 million in liabilities. The petition was signed by David P. Taylor, president. Judge Jeffery A. Deller presides over the case. Robert H. Slone, Esq., at Mahady & Mahady, serves as the Debtor's bankruptcy counsel. The Debtor hired Windber Tax Service & Accounting, Inc. as its accountant. No official committee of unsecured creditors has been appointed in the case. On May 9, 2017, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization. TERRA MILLENNIUM: S&P Affirms 'B' CCR on Acquisition Announcement ----------------------------------------------------------------- Salt Lake City-based industrial services provider Terra Millennium Corp. (TMC) plans to issue a $41.1 million incremental term loan to help fund its acquisition of a refractory provider. Despite the increase in the company's total amount of outstanding debt, S&P believes that its pro forma credit measures will remain in line with its expectations for the current rating. S&P Global Ratings is thus affirming its 'B' corporate credit rating on Terra Millennium Corp. The outlook is stable. S&P said, "At the same time, we affirmed our 'B' issue-level rating on the company's $40 million revolving credit facility due 2021 and $175 million first-lien term loan due 2022. The '3' recovery rating remains unchanged, indicating our expectation for meaningful recovery (50%-70%; rounded estimate: 65%) in the event of a payment default. "In addition, we assigned our 'B' issue-level rating and '3' recovery rating to the company's $41.1 million incremental first-lien term loan due 2022. The '3' recovery rating indicates our expectation for meaningful recovery (50%-70%; rounded estimate: 65%) in the event of a payment default." The affirmation follows TMC's announcement that it will use the proceeds from its proposed $41.4 million incremental term loan, along with rollover equity from management and new equity from its financial-sponsor owners, to fund the acquisition of a refractory service provider. The total purchase price is $46.5 million (excluding related fees and expenses). S&P said, "The stable outlook on TMC reflects our belief that the company will sustain its earnings over the next 12 months as its recurring revenue streams and diverse end markets offset the potential volatility in its various customer industries. Despite its weaker-than-anticipated credit metrics in 2017, we expect that the company's adjusted debt-to-EBITDA will remain below 5x (pro forma for the acquisition) with a FOCF-to-debt in the mid-single digit percent area. "We could lower our ratings on TMC during the next 12 months if it appears likely that its FOCF generation will turn negative or if we believe that its adjusted debt-to-EBITDA will increase above 6.0x on a sustained basis. This could occur because of a meaningful deterioration in the company's EBITDA margins due to the loss of key projects or a material debt-financed transaction. "We consider an upgrade unlikely over the next 12 months given our belief that TMC's financial policies will remain aggressive over the medium-term under its financial sponsor. However, we could raise our ratings if we believe that the company is committed to maintaining a FOCF-to-debt ratio of greater than 5%, it demonstrates sustained debt reduction (with leverage approaching 4x), and we come to believe that the risk of it increasing its adjusted debt-to-EBITDA above 5x is low." TORTOISE PARENT: S&P Assigns 'BB-' ICR, Outlook Stable ------------------------------------------------------ Tortoise Parent Holdco LLC is an asset management company that focuses on master limited partnerships (MLPs) and other energy investments. Tortoise is issuing a $262.5 million senior secured first-lien term loan to partially fund the acquisition of a majority stake by Lovell Minnick Partners LLC, a private equity firm, and Tortoise management. The first-lien credit facility will also include a $35 million revolving line that is expected to remain undrawn following the conclusion of the transaction. S&P Global Ratings assigned its 'BB-' issuer credit rating on Tortoise Parent Holdco LLC. The outlook is stable. S&P said, "At the same time, we also assigned our 'BB-' issuer rating on Tortoise Borrower LLC. Furthermore, we are assigning our 'BB-' issue rating on Tortoise Borrower LLC's proposed $262.5 million senior secured first-lien term loan and $35 million senior secured first-lien revolving credit facility. Tortoise Borrower LLC is a subsidiary of Tortoise Parent Holdco LLC, which in turn guarantees the debt. The recovery rating on the first-lien facility is '4', reflecting our expectation for a 45% recovery in the event of a payment default." S&P's rating on Tortoise reflects the company's limited scale and diversification, good track record of net inflows, solid profitability metrics, sizeable exposure to volatility in energy prices, meaningful size of permanent capital in closed-end funds, and considerable leverage at approximately 4.0x. Tortoise is an asset management company that focuses on MLPs and other energy investments and primarily offers its products through mutual funds, closed-end funds and separately managed accounts (SMAs). Lovell Minnick Partners LLC, a private equity firm, and other institutional co-investors are acquiring a majority stake in Tortoise from Mariner Holdings LLC and retiring co-founders while Tortoise management and employees (which will be rolling over equity) will retain a minority stake. S&P said, "The stable outlook reflects our expectation for leverage to remain around 4.0x during the next 12 months while EBITDA coverage metrics remain slightly below 4.0x. We would expect under this scenario for double-digit percent growth in EBITDA during 2017 as the company absorbs the benefits of the acquisition of B&M's assets closed in 2016 and relatively flat levels in 2018 as we expect AUM growth to be modest in 2018. "We could lower the ratings on Tortoise if the company's investment performance deteriorates and triggers a significant decrease in AUM. Under this scenario, we would expect that leverage would increase to levels closer to 5.0x. We could also lower the ratings if the company issues additional debt during the next 12 months. "Given that the company's financial risk profile is capped as a result of the financial sponsor ownership, we do not foresee upgrading the company in the next 12 months." TRACY JOHN CLEMENT: Trustee's Sale of 2011 Timpte Trailer Approved ------------------------------------------------------------------ Judge Michael E. Ridgway of the U.S. Bankruptcy Court for the Dsitrict of Minnesota authorized Phillip L. Kunkel, Chapter 11 Trustee for Tracy John Clement, to sell 2011 Timpte 42' Grain Trailer, Serial No. H4803-8-BB130356, to Meadow View Farms for $18,500. The sale on an "as-is, where is" basis, without any representations and warranties, and is free and clear of all liens, encumbrances, and other interests. All liens, encumbrances, and other interests will attach to the proceeds of the sale of the Trailer with the same dignity, priority and extent as held against the Trailer prior to the sale. The 14-day stay as provided by Fed. R. Bankr. P. 6004(h) is waived, and the Order is effective immediately. About Tracy John Clement Tracy John Clement sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Minn. Case No. 16-31189) on April 11, 2016. The Debtor tapped James C. Brand, Esq., at Fredrikson & Byron PA, as counsel. On May 3, 2016, the Office of the United States Trustee appointed an Official Committee of Unsecured Creditors. On Sept. 19, 2017, Phillip L. Kunkel was appointed as the Chapter 11 Trustee for the Debtor. Attorney for the Trustee: GRAY, PLANT, MOOTY, MOOTY & BENNETT, P.A. Abigail M. McGibbon, Esq. P. Jason Thibodeaux, Esq. Abigail M. McGibbon, Esq. 500 IDS Center 80 South Eighth Street Minneapolis, Minnesota 55402 Tel: 612-632-3484 Fax: 612-632-4000 E-mail: jason.thibodeaux@gpmlaw.com abigail.mcgibbon@gpmlaw.com TWH LIMITED: Creditors to Receive Payments from Sale of Assets -------------------------------------------------------------- TWH Limited Partnership filed with the U.S. Bankruptcy Court for the Western District of Texas a Disclosure Statement accompanying the Plan of Liquidation on November 2, 2017. Class 3 general unsecured claims will be paid a sum in cash up to the allowed amount of their claims with a Pro Rata distribution of the remaining proceeds from the sale of the Properties after payment of Unclassified Claims, Secured Claims and any taxes which are determined to be due and owing as a result of the sale of the Properties. Interest will accrue on the Allowed Claims of the Class 3 creditors at the rate of 5% per annum from the Petition Date. The Debtor believes that only these creditors hold unsecured claims against it: (a) Sushihana Investment, LP, asserts a claim of approximately $313,206; (b) Bingham & Lea, P.C. holds a claim of $2,275; and (c) The disputed claims of 25807 TWH Ltd. & 25807 TWH GP, LLC and El Tiempo Cantina - WDLS, Ltd. The Plan will be funded from the Debtor's available Cash, the Property Sales Proceeds, and the Registry Funds. Any payments due on or within 30 days of the Effective Date will be paid from funds held in the registry of the Court as authorized by order of the Court, or from funds borrowed by the Debtor in the ordinary course of business. A full-text copy of the Disclosure Statement dated, November 8, 2017, is available at https://is.gd/Sbt4Ls Attorney for the Debtor: H. Anthony Hervol, Esq. LAW OFFICE OF H. ANTHONY HERVOL 4414 Centerview Road, Suite 200 San Antonio, Texas 78238 Phone: (210) 522-9500 Fax: (210) 522-0205 About TWH Limited Partnership TWH Limited Partnership, based in San Antonio, Texas, was formed in November 2000 specifically for the purpose of acquiring and holding certain real estate located in Montgomery County, Texas, from which another entity would operate a Taipei Chinese Restaurant. TWH's general partner is Howard Hu, Inc., and the Debtor can only act through said general partner. TWH filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 17-50273) on Feb. 5, 2017. The petition was signed by Howard Y. Hu, president of Howard Hu, Inc. – general partner. The Debtor estimated $1 million to $10 million in assets and $500,000 to $1 million in liabilities. The Hon. Craig A. Gargotta presides over the case. H. Anthony Hervol, Esq., at the Law Office of H. Anthony Hervol, in San Antonio, Texas, serves as counsel to the Debtor. UNITED DISTRIBUTION: S&P Cuts CCR to CCC on Looming Debt Maturity ----------------------------------------------------------------- S&P Global Ratings lowered its corporate credit rating on Bristol, Tenn.-based United Distribution Group Inc. to 'CCC' from 'CCC+'. The outlook is negative. S&P said, "At the same time, we lowered our issue-level rating on UDG's first-lien revolving credit facility and term loan due in October 2018 to 'CCC+' from 'B-' with a '2' recovery rating, and our issue-level rating on its second-lien term loan due in April 2019 to 'CC' from 'CCC-' with a '6' recovery rating. The '2' recovery rating, which is unchanged, indicates our expectation for substantial (70%-90%; rounded estimate: 75%) recovery in the event of a payment default. The '6' recovery rating, also unchanged, indicates our expectation for negligible (0%-10%; rounded estimate: 0%) recovery in the event of a payment default. "The downgrade reflects the fact that the senior secured term loan is due in less than 12 months. The company has insufficient cash to meet its debt obligations and a poor standing in the credit markets by our estimates. The negative outlook reflects our view of growing default risks that could cause us to lower our ratings on UDG by one notch in April 2018 (six months before the maturity date) if the company does not have a viable plan to refinance its first-lien term loan due in October 2018. The negative outlook also reflects the potential for a lower rating if we believe a default, distressed exchange, or redemption appears inevitable. In our view, these factors represent overarching credit concerns, and it is likely that the issuer will default without an unforeseen positive development. Furthermore, we do not expect UDG to be in compliance with its maximum debt leverage financial covenant that is currently waived and will be tested at a maximum threshold of 7.5x in March 2018. "The negative outlook reflects that we envision a specific default scenario over the next 12 months if the company doesn't refinance its first-lien term loan due in October 2018. These scenarios include, but are not limited to, a near-term liquidity crisis, violation of financial covenants, or a distressed exchange. "We could lower our rating on UDG by one notch to 'CCC-' if we viewed a default, distressed exchange, or redemption as inevitable, absent unanticipated significantly favorable changes in the issuer's circumstances. We would likely lower the rating by April 2018 (within six months of the maturity date) if the company does not have a viable plan to refinance its first-lien term loan. We could also lower our ratings if we believed that UDG would violate financial covenants and result in a default under its credit agreement. "We could revise our outlook to stable if UDG were to refinance its first-lien term loan due in October 2018 in the next six months, such that we were confident that it would comply with all financial covenants." UNITED PLASTIC: Court Won't Hear Gilpin's Appeal from Fee Ruling ---------------------------------------------------------------- Judge W. Keith Watkins of the U.S. Bankruptcy Court for the Middle District of Alabama denied Gilpin Givhan, P.C.'s motion for allowance of leave to appeal. In its Sept. 29, 2017, Memorandum Decision, the bankruptcy court determined that Gilpin was entitled to far less compensation than it requested for its role as special counsel in the bankruptcy cases of United Plastic Recycling, Inc. and affiliate United Lands, LLC. Gilpin ultimately requested $110,151 in professional fees, and the court reduced that amount by 35%, resulting in an award of $71,598. Gilpin sought leave to file an interlocutory appeal challenging the bankruptcy court's decision, asking this court to reverse the bankruptcy court's limitation on Gilpin's professional fee award for its work as special counsel. In support of its Motion for Allowance of Leave to Appeal, Gilpin makes only one argument relating to whether this court should grant leave to appeal: "The subject bankruptcy proceeding has now, finally, reached a point in which distributions to creditors should be on the horizon. Therefore, the allowance of immediate appeal of the Order is likely to advance the ultimate termination of the bankruptcy proceeding. In addition, the issue that would be before the appellate court, as a result of the appeal allowance, would be one as to which a substantial ground for difference of opinion exists. In addition, this is not a matter that can properly wait for the conclusion of the bankruptcy proceeding to be reviewed. That is, once the available funds in the Estate have all been distributed, there will be no other funds from which to compensate Committee counsel for the legal services provided should the appellate court determine that the Order substantially limiting allowable fees was improper." Though Gilpin cites no legal authority, it appears to refer to two of the three section 1292(b) criteria, namely, that "there is a substantial ground for difference of opinion among courts" and that "the immediate resolution of the issue would materially advance the ultimate termination of the litigation." Mention of whether the Order presents a "controlling question of law" is absent. There are no facts or legal arguments relating to this legal standard beyond the above conclusory statements. Gilpin has failed to satisfy its burden to persuade--or even advance an argument--that interlocutory review is appropriate, and the court declines to exercise its jurisdiction on this ground. Gilpin's final two sentences of its argument appear to argue that the appeal raises a sufficiently urgent matter as to justify interlocutory review, notwithstanding the fact that the section 1292(b) criteria are not satisfied. This argument is not enough to "overcome [the] disfavorment" of interlocutory review. Because the bankruptcy court retains jurisdiction to modify the award going forward, the court is reluctant to intervene absent a compelling argument to the contrary, and Gilpin has made no such argument. Moreover, even if Gilpin is ultimately unable to secure the fee it feels it deserves, "[b]ankruptcy professionals are aware that the amount of any professional's fees will be less certain if the bankruptcy court awards fees under [11 U.S.C.] section 330." With that in mind, the court does not see the type of exceptional circumstances that might prompt the court to exercise its discretion to hear this appeal. For these reasons, the court declines to exercise its jurisdiction to hear the appeal on this ground as well. A full-text copy of Judge Watkins' Memorandum Opinion and Order dated Nov. 3, 2017, is available at: http://bankrupt.com/misc/almb2-17-00701-2.pdf About United Plastic Recycling, Inc. United Plastic Recycling, Inc. and affiliate United Lands, LLC, filed Chapter 11 bankruptcy petitions (Bankr. M.D. Ala. Case No. 15-32928 and 15-32926) on Oct. 16, 2015. The United Plastic petition was signed by John A. Bonham, Jr., president. Judge Dwight H. Williams Jr. was initially assigned to United Lands' case, while Judge William R. Sawyer presided over United Plastic's case. In November 2015, a court order was entered granting Joint Administration of the two cases before Judge Sawyer. James L. Day, Esq., at Memory & Day serves as the Debtors' bankruptcy counsel. United Plastic estimated its assets at up to $50,000, and its liabilities at between $10 million and $50 million. United Lands estimated its assets at up to $50,000 and its liabilities at up $50,000. UNITED PLASTIC: Court Won't Hear Reynolds' Appeal from Fee Ruling ----------------------------------------------------------------- Judge W. Keith Watkins of the U.S. Bankruptcy Court for the Middle District of Alabama denied Reynolds, Reynolds & Little, LLC's motion for allowance of leave to appeal. In its Sept. 29, 2017, Memorandum Decision, the bankruptcy court determined that Reynolds was entitled to far less compensation than Reynolds requested for its role as counsel for the Official Committee of Unsecured Creditors appointed in the Chapter 11 case of United Plastic Recycling, Inc. and affiliate United Lands, LLC. Reynolds ultimately requested $169,098.75 in professional fees, and the court reduced that amount by 40%, resulting in an award of $101,459.25. Reynolds sought leave to file an interlocutory appeal challenging the bankruptcy court's decision, asking this court to reverse the bankruptcy court's limitation on Reynolds's professional fee award for its work as Committee counsel. In support of its Motion for Allowance of Leave to Appeal, Reynolds dedicates one paragraph to argument related to whether this court should grant leave to appeal. Though Reynolds cites no legal authority, the paragraph appears to refer to two of the three section 1292(b) criteria, namely, that "there is a substantial ground for difference of opinion among courts" and that "the immediate resolution of the issue would materially advance the ultimate termination of the litigation." Mention of whether the Order presents a "controlling question of law" is absent. There are no facts or legal arguments relating to this legal standard beyond the above conclusory statements. Reynolds has failed to satisfy its burden to persuade--or even advance an argument--that interlocutory review is appropriate, and the court declines to exercise its jurisdiction on this ground. Reynolds's final two sentences from the said paragraph appear to argue that the appeal raises a sufficiently urgent matter as to justify interlocutory review, notwithstanding the fact that the section 1292(b) criteria are not satisfied. This argument is not enough to "overcome [the] disfavorment" of interlocutory review. Because the bankruptcy court retains jurisdiction to modify the award going forward, the court is reluctant to intervene absent a compelling argument to the contrary, and Reynolds has made no such argument. Moreover, even if Reynolds is ultimately unable to secure the fee it feels it deserves, "[b]ankruptcy professionals are aware that the amount of any professional's fees will be less certain if the bankruptcy court awards fees under [11 U.S.C.] section 330." With that in mind, the court does not see the type of exceptional circumstances that might prompt the court to exercise its discretion to hear this appeal. For these reasons, the court declines to exercise its jurisdiction to hear the appeal on this ground as well. A full-text copy of Judge Watkins' Memorandum Opinion and Order dated Nov. 3, 2017, is available at: http://bankrupt.com/misc/almb2-17-00700-2.pdf About United Plastic Recycling, Inc. United Plastic Recycling, Inc. and affiliate United Lands, LLC, filed Chapter 11 bankruptcy petitions (Bankr. M.D. Ala. Case No. 15-32928 and 15-32926) on Oct. 16, 2015. The United Plastic petition was signed by John A. Bonham, Jr., president. Judge Dwight H. Williams Jr. was initially assigned to United Lands' case, while Judge William R. Sawyer presided over United Plastic's case. In November 2015, a court order was entered granting Joint Administration of the two cases before Judge Sawyer. James L. Day, Esq., at Memory & Day serves as the Debtors' bankruptcy counsel. United Plastic estimated its assets at up to $50,000, and its liabilities at between $10 million and $50 million. United Lands estimated its assets at up to $50,000 and its liabilities at up $50,000. UNIVE INC: Unsecureds to Recoup 10% Under Plan ---------------------------------------------- Unive, Inc., filed with the U.S. Bankruptcy Court for the Northern District of California a combined plan of reorganization and disclosure statement revised on Oct. 29, 2017, to include stipulations. General unsecured creditors will recover 10% of their allowed claims in one payment on the Effective Date. This class is impaired by the Plan. If the Plan is confirmed, the payments promised in the Plan constitute new contractual obligations that replace the Debtor's pre-confirmation debts. Creditors may not seize their collateral or enforce their pre-confirmation debts so long as the Debtor performs all obligations under the Plan. If the Debtor defaults in performing Plan obligations, any creditor can file a motion to have the case dismissed or converted to a Chapter 7 liquidation, or enforce their non-bankruptcy rights. The Debtor will be discharged from all pre-confirmation debts (with certain exceptions) if Debtor makes all plan payments. A copy of the Combined Plan and Disclosure Statement is available at: http://bankrupt.com/misc/canb16-43098-67.pdf About Unive, Inc. UNIVE Inc., filed a Chapter 11 bankruptcy petition (Bankr. N.D. Cal. Case No. 16-43098) on Nov. 4, 2016, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Mufthiha Sabaratnam, Esq. VIDANGEL INC: Taps Analysis Group as Economic Consulting Expert --------------------------------------------------------------- VidAngel Inc. seeks approval from the U.S. Bankruptcy Court for the District of Utah to hire an economic consulting expert. The Debtor proposes to employ Analysis Group, Inc. to provide economic analysis at issue in a litigation matter pending in the U.S. District Court for the Central District of California. The firm's hourly rates are: Managing Principal $645 - $860 Vice-President $510 - $640 Manager $425 - $490 Associate $375 - $415 Senior Analyst $310 - $350 Analyst $295 - $305 Jeffrey Kinrich, the senior staff assigned to provide the services, will charge $720 per hour. Analysis Group has no connection with or interest in the Debtor or any of its creditors, according to court filings. The firm can be reached through: Jeffrey H. Kinrich Analysis Group, Inc. 333 South Hope Street, 27th Floor Los Angeles, CA 90071 Phone: 1 213-896-4500 Fax: 1 213-623-4112 About VidAngel Inc. VidAngel is the market-leading entertainment platform empowering users to filter language, nudity, violence, and other content from movies and TV shows on modern streaming devices such as iOS, Android, and Roku. The company's newly launched service empowers users to filter via their Netflix, Amazon Prime, and HBO on Amazon Prime accounts, as well as enjoy original content produced by VidAngel Studios. Its signature original series, Dry Bar Comedy, now features the world's largest collection of clean standup comedy, earning rave reviews from fans nationwide. VidAngel, Inc., based in Provo, Utah, filed a Chapter 11 petition (Bankr. D. Utah Case No. 17-29073) on October 18, 2017. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Neal Harmon, its chief executive officer. Judge Kevin R. Anderson presides over the case. J. Thomas Beckett, Esq., at Parsons Behle & Latimer, serves as bankruptcy counsel. The Debtor hired Durham Jones & Pinegar and Baker Marquart LLP as its special counsel; and Tanner LLC as its auditor and advisor. VIM + VIGOR: MountainOne Seeks Appointment of Chapter 11 Trustee ---------------------------------------------------------------- MountainOne Bank filed a motion asking the U.S. Bankruptcy Court for the District of Massachusetts to appoint a Chapter 11 Trustee for Debtor Vim + Vigor LLC. MountainOne filed the motion based upon the contemptuous conduct and gross mismanagement committed by the Debtor's current manager, Courtney Hurley, and her sister and de facto manager, Kathleen a/k/a Kelly Hurley, prior to the commencement of this Chapter 11 case. Courtney and Kathleen have repeatedly flouted orders of the Massachusetts Superior Court requiring them to disclose assets of the Debtor and its predecessors, New England Country Rentals, Inc. and NECR LLC. The conduct of Courtney and Kathleen, particularly the concealment of assets in contravention of repeated court orders, is cause to appoint a Chapter 11 trustee. An expedited determination is also sought because Courtney and Kathleen have demonstrated an intention to dissipate and conceal assets. Delaying the requested relief will harm the bankruptcy estate by giving Courtney and Kathleen additional time to transfer, encumber, or dissipate any assets that would otherwise be available to creditors in this matter. Attorneys for MountainOne Bank: Adam J. Ruttenberg, Esq. Justin A. Kesselman, Esq. POSTERNAK BLANKSTEIN & LUND LLP Prudential Tower 800 Boylston Street Boston, MA 02199 (617) 973-6100 aruttenberg@pbl.com jkesselman@pbl.com Vim + Vigor, LLC filed for Chapter 11 bankruptcy protection (Bankr. D. Mass. Case No. 17-13830) on October 16, 2017, and is represented by Peter M. Daigle, Esq. of The Law Office of Peter M. Daigle, P.C. VISTA OUTDOOR: Moody's Puts Ba3 CFR on Review for Downgrade ----------------------------------------------------------- Moody's Investors Services placed Vista Outdoor Inc.'s ratings on review for downgrade following its very weak quarterly operating results. Moody's is concerned about the uncertainty surrounding the company's ability to improve its operating performance and credit metrics given Vista's weak operating performance and revisions to its earnings and cash flow guidance. "Moody's were expecting soft operating performance, but not to this degree," said Kevin Cassidy, Senior Credit Officer, at Moody's Investors Service. Moody's rating review will focus on Vista's plan to improve its operating performance amid continuing weakness in the gun industry, as well as steps it can take to reduce its financial leverage. The review will also focus on Vista's ability to comply with its debt covenants. Ratings placed on review for downgrade: Corporate Family Rating at Ba3; Probability of Default Rating at Ba3-PD; $350 million senior unsecured notes at B2(LGD5); Outlook, Changed To Rating Under Review From Negative Rating affirmed Speculative Grade Liquidity Rating at SGL 2 The principal methodology used in these rating was Consumer Durables Industry methodology published in April 2017. Vista Outdoor, based in Farmington, Utah, is a manufacturer and marketer of outdoor sports, recreation products and ammunition. The company produces a broad product line for the camping, hunting, shooting sports, wildlife watching, archery, and golf markets. Revenue is approximately $2.2 billion. WALL STREET SYSTEMS: Moody's Affirms B2 CFR; Outlook Still Negative ------------------------------------------------------------------- Moody's Investors Service affirmed Wall Street Systems Delaware, Inc.'s B2 Corporate Family Rating ("CFR") and B2-PD Probability of Default Rating ("PDR") while assigning a B2 rating to the company's proposed senior secured first lien bank facility. The rating action follows WSS' announcement of plans to refinance its debt structure with a new first lien bank facility comprised of a $15 million revolving credit facility, a $250 million term loan and a $505 million equivalent euro-denominated term loan. In addition to repaying existing bank borrowings, proceeds from the proposed financing will be used to fund a dividend to shareholders, resulting in a moderate increase in debt leverage. The ratings on the company's existing bank facility will be withdrawn upon completion of the refinancing. The outlook remains negative. Moody's affirmed the following ratings: Corporate Family Rating -- B2 Probability of Default Rating -- B2-PD Moody's assigned the following ratings: Senior Secured Revolving Credit Facility expiring 2022 -- B2 (LGD3) Senior Secured First Lien Term Loan due 2024 -- B2 (LGD3) Outlook is Negative RATINGS RATIONALE WSS' B2 CFR is constrained by the company's high pro forma debt leverage of nearly 6x and relatively small scale as a niche provider of software and services for treasury and risk management as well as foreign exchange processing applications. The company's credit profile is also negatively impacted by volatility in WSS' business performance in recent years and near term expectations of low single digit growth due to the maturation of the company's current target markets. In addition, the rating and the outlook reflect concerns relating to potential incremental acquisitions and dividends that could diminish deleveraging efforts. However, these risks are partially mitigated by WSS' solid market position and the company's recurring subscription-based sales model that provides a high degree of top-line visibility and minimal client attrition. Additionally, WSS' healthy profitability metrics support the company's strong free cash flow which is above average for the rating category. WSS' good liquidity position is supported by $63 million in pro forma cash on the company's balance sheet as of September 30, 2017 and Moody's expectation that WSS will generate free cash flow approaching 10% of debt on an annual basis over the intermediate term. The company's liquidity is also bolstered by an undrawn $15 million revolving credit facility. While the company's term loans are not subject to financial covenants, the revolving credit facility has a springing covenant which is not expected to be in effect over the next 12-18 months. The negative outlook reflects Moody's expectation that WSS will be challenged to sustain meaningful organic growth over the next 12-18 months, with particular softness stemming from the company's suite of products targeting the foreign exchange processing market. The outlook could be revised to stable if WSS generates moderate organic revenue growth during this period while sustainably deleveraging its capital structure. Factors that Could Lead to an Upgrade Given the negative ratings outlook, an upgrade is unlikely in the near term. The ratings could be upgraded if WSS is able to generate moderate organic revenue growth while the company uses free cash flow to reduce debt/EBITDA (Moody's adjusted) below 4x and refrains from equity distributions. Factors that Could Lead to a Downgrade The ratings could be downgraded if WSS experiences a meaningful contraction in sales and free cash flow generation or maintains aggressive financial policies while debt/EBITDA (Moody's adjusted) is sustained above 6x. The principal methodology used in these ratings was Software Industry published in December 2015. WSS is a provider of treasury management, central banking, and foreign exchange processing software and services and is owned by ION Investment Group ("ION"). WALL STREET SYSTEMS: S&P Affirms 'B' CCR, Outlook Stable -------------------------------------------------------- Wall Street Systems Holdings Inc. (WSS), a global treasury, risk management, and foreign exchange processing software provider, was expected on Nov. 10, 2017 to issue $250 million of USD first-lien term loan and $505 million of EUR first-lien term loan. The company will use proceeds from this transaction to repay the remaining $630 million in existing term loan debt as well as fund a $122 million dividend to shareholders. S&P Global Ratings said it affirmed its 'B' corporate credit rating on New York-based Wall Street Systems Holdings Inc. The outlook is stable. S&P said, "At the same time, we assigned a 'B' issue-level rating on the company's new senior secured credit facility, which includes a $250 million USD first-lien term loan due 2024, a $505 million EUR first-lien term loan due 2024 and a $15 million revolver due 2022. The recovery rating is '3', indicating our expectation for meaningful (50-70%; rounded estimate: 50%) recovery in the event of a payment default." The rating on WSS reflects the company's niche market focus within the fragmented financial technology (fintech) industry, competition against other large players with significantly more financial resources, and the company's highly leveraged financial risk profile, with pro forma leverage in the mid- to high-6x area post-dividend recapitalization transaction, up from about 5.8x on June 30, 2017. The company's leading share within the treasury and foreign exchange software market, high recurring revenues and client retention rates, and stable free operating cash flow generation offset these factors. S&P said, "The stable outlook reflects our view of continued stable operating trends supported by the company's solid recurring revenue base and high retention rates, which will lead to declining leverage over the coming year and consistent free cash flow. "We could lower the rating if sales fall as a result of poor macroeconomic conditions, execution missteps leading to material EBITDA margin compression, or if the company pursues debt-financed acquisitions or shareholder returns such that adjusted leverage exceeds the mid-7x area or FCF approaches breakeven over the coming year. "While unlikely over the next 12 months, we could raise the rating if the company demonstrates a commitment to reduce and sustain adjusted leverage below 5x, while maintaining consistent operating performance through low-single-digit revenue growth and stable EBITDA margin." WEIGHT WATCHERS: Moody's Rates Proposed Senior Unsecured Notes B3 ----------------------------------------------------------------- Moody's Investors Service assigned a B3 rating to Weight Watchers International Inc.'s proposed senior unsecured notes due 2025. The net proceeds of the proposed notes and the senior secured bank credit facility announced on November 8th will be used to repay in full the existing senior secured bank revolving credit facility due 2018 and term loan due 2020. Assignments: Issuer: Weight Watchers International, Inc. -- Senior Unsecured, at B3 (LGD5) RATINGS RATIONALE The B1 Corporate Family rating reflects Moody's expectation for low double digit growth rates in digital and meeting subscribers and revenue, and some growth in all geographies, debt to EBITDA declining to around 5 times, EBITA to interest expense approaching 3 times and over $150 million of free cash flow in 2018 and 2019. Leverage declines from debt to EBITDA over 6.5 times for the 12 month period ended September 30, 2017 will come from EBITDA expansion and modest debt repayment. The acceleration of subscriber and revenue growth in Europe in 2017, which accounts for about 30% of Weight Watcher's revenues, leads Moody's to anticipate that non-US operations will no longer weigh negatively on overall results. Profitability as measured by EBITA margin should remain solidly above 20%, although rates of profitability may now grow only slowly as Weight Watchers invests in its products, services and promotions to maintain subscriber growth rates. Weight Watcher's history of subscriber volatility, the competitive nature and anticipated evolving consumer preferences in the weight management services industry, and the high degree of operating leverage in the business, make profitability highly sensitive to subscriber declines, pressuring the ratings. Moody's remains concerned that competition for weight loss service customers, especially for so-called "trial" members who are most likely to follow the newest trends or promotions, could make further operating and financial improvements difficult and slow to achieve. All financial metrics cited reflect Moody's standard adjustments. In addition, Moody's expenses Weight Watchers capitalized software costs. The B3 senior unsecured note rating reflect the B1-PD Probability of Default rating, their position in the debt capital structure behind the senior secured credit facility and a Loss Given Default ("LGD") assessment of LGD5. The stable ratings outlook reflects Moody's expectations for sustained annual subscriber, revenue and cash flow growth. The ratings could be upgraded if Moody's expects: 1) debt to EBITDA to remain below 4 times; 2) free cash flow to debt will be sustained around 10%; and 3) a commitment to debt reduction and balanced financial policies. A ratings downgrade is possible if Moody's expects: 1) slowing growth in subscribers or revenues; 2) debt to EBITDA sustained above 5 times; 3) free cash flow to debt below 6%; 4) diminished liquidity; or 5) sizable debt-financed acquisitions or shareholder returns. The principal methodology used in this rating was Business and Consumer Service Industry published in October 2016. Weight Watchers is a provider of weight management services. Moody's expects revenue for 2018 to approach $1.4 billion. WEIGHT WATCHERS: S&P Rates $500MM Unsecured Notes Due 2025 'CCC+' ----------------------------------------------------------------- S&P Global Ratings assigned its 'CCC+' issue-level rating to Weight Watchers International Inc.'s proposed $500 million senior unsecured notes due 2025. The recovery rating is '6', indicating S&P's expectation of negligible (0%-10%, rounded estimate: 5%) recovery in the event of a payment default. The company intends to use the proceeds from this issuance and the previously announced $150 million revolving credit facility and $1.39 billion of first-lien term loan due to refinance its existing $2.1 billion term loan B due 2020 ($1.9 billion outstanding) and its $50 million revolving facility due 2018. S&P said, "We expect to withdraw our 'B' issue-level and '3' recovery rating on the company's existing first-lien credit facility following the completion of the transaction, as we expect this credit facility to be repaid in full at that time. "The offering will be leverage neutral, and Weight Watchers will have roughly $1.9 billion in reported debt outstanding. We expect the company will end 2017 with leverage around 6x and declining to mid 5x by the end of 2018 because of another successful winter recruiting season and continued improving membership retention rates. "Our ratings on Weight Watchers also reflect the company's participation in the highly competitive and fast-evolving weight-loss management and nutrition industry. However, we expect this industry to continue to grow as obesity rates rise worldwide and across socioeconomic groups. Moreover, consumers are becoming more health conscious with a renewed focus on holistic diet and exercise, driving up spending in this category." RECOVERY ANALYSIS: Simulated Default Assumptions: -- Simulated year of default: 2020 -- Debt service assumptions: $139 million (assumed default year interest plus amortization) -- Minimum capital expenditure (capex) assumptions: $12.7 million -- Cyclical Adjustment: 5% -- Operational Adjustment: 20% -- EBITDA at emergence: $191 million -- EBITDA multiple: 6.0x -- Gross enterprise value: $1,146 million Simplified waterfall -- Net enterprise value for waterfall after administrative expenses (5%): $1,089 million -- Obligors/non-obligor valuation split: 75%/25% -- Estimated first-lien claim: $1,546 million -- Value available for first-lien claim including deficiency claims: $993.8 million --Recovery range: 50%-70% (rounded estimate: 65%) -- Estimated unsecured claims and pari-passu secured (deficiency claims) $1,068 million -- Value available for unsecured claims: $95 million --Recovery range: 0%-10% (rounded estimate: 5%) RATINGS LIST Weight Watchers International Inc. Corporate Credit Rating B/Stable/-- New Rating Weight Watchers International Inc. Senior Unsecured $500 mil notes due 2025 CCC+ Recovery Rating 6(5%) WESTERN EXPRESS: Moody's Reinstates B2 Corporate Family Rating -------------------------------------------------------------- Moody's Investors Service reinstated the Corporate Family Rating ("CFR") and Probability of Default Rating ("PDR") of truck carrier Western Express, Inc. at B2 and B2-PD, respectively. Moody's also assigned a B2 rating to the new $250 million senior secured Term Loan that Western Express plans to arrange. The rating outlook is stable. Western Express plans to utilize the proceeds of the term loan to refinance existing debt. The refinancing will extend maturities, reduce cash interest costs and enhance liquidity by fully repaying existing revolver borrowings, but moderately increase debt to fund transaction costs including a prepayment premium on the existing term loan. RATINGS RATIONALE Western Express' B2 CFR reflects the company's position as a large full-truckload and flatbed carrier with a regional focus on the Eastern and Southern U.S. and selected service to the Western U.S. Operating in both the dry van segment as well as the flatbed segment, Western Express serves a wide range of end-markets, including the relatively stable consumer retail sector, the more cyclical construction industry as well as e-commerce. The full-truckload and flatbed segments of the truck transportation market are very fragmented, competitive and capital intensive. Western Express demonstrated a good operational track record in the last three to four years, evidenced by an improvement to a high single digit operating margin that is attractive relative to some of its larger peers. The company manages a fleet of tractors with an adequate average age of less than 36 months. A stepped up pace of fleet purchases and leases is helping to lower operating, maintenance and repair costs, improve service levels and aids in driver recruitment and retention. Financial leverage is prudently moderate, reflecting a fairly conservative financial policy of the privately owned company. Moody's estimates (adjusted) debt/EBITDA to be 3.9 times in 2017 trending down towards 3.7 times in 2018, based on modest pricing gains and ensuing enhancement in profitability. Liquidity is adequate. Taking into account the company's fleet investments through capital leases, Moody's estimates free cash flow to be around the break-even level as cash flows are constrained by requisite fleet investments. This could create reliance on the normal course sale of used equipment and possibly the undrawn $60 million asset-based revolving credit facility to fund required term loan amortizations. In addition, elevated capital expenditures in connection with the company's fleet replacement program could turn free cash flow negative in 2019, calculated including fleet investments through capital leases. The new $250 million senior secured Term Loan B due 2023 that Western Express plans to arrange is rated B2, in line with the B2 CFR. This reflects the very sizeable proportion of the capital structure that this obligation represents, relative to the higher ranking asset-based revolving credit facility and the effectively subordinate unsecured obligations in Moody's Loss-Given-Default analysis. The stable rating outlook incorporates Moody's expectation of moderate revenue growth amid continuing U.S. economic growth and tighter capacity in the trucking sector. Along with management's ongoing focus on operational efficiencies, these conditions help to contend with upward pressure on driver wages, sustaining (adjusted) operating margins of around 9%. The ratings could be upgraded if the company is able to maintain operating margins of at least 9%, reduce debt/EBITDA to 3.5 times or less and demonstrate its ability to generate consistently positive free cash flows after fleet investments including capital lease payments. The ratings could be downgraded if the company's operating margin deteriorates to below 7%, or if the company is unable to maintain free cash flow at the break-even level factoring in requisite spending to sustain the fleet age. In addition, the ratings could be pressured if debt/EBITDA increases to 4.5 times or if the average fleet age exceeds 36 months. Reinstatements: Issuer: Western Express, Inc. -- Corporate Family Rating, Reinstated to B2 -- Probability of Default Rating, Reinstated to B2-PD Assignments: Issuer: Western Express, Inc. -- Senior Secured Bank Credit Facility, Assigned B2 (LGD 3) Outlook Actions: Issuer: Western Express, Inc. -- Outlook, Changed To Stable From Rating Withdrawn The principal methodology used in these ratings was Global Surface Transportation and Logistics Companies published in May 2017. Western Express, Inc., headquartered in Nashville, TN, is a truckload carrier that operates in the dry van and flatbed segments of the transportation market, serving a diverse range of end-markets. The company generates annual revenue of about $550 million and is privately owned. WHOLE SAILING: Taps Glenn Forbes, Susan Gray as Legal Counsel ------------------------------------------------------------- Whole Sailing LLC has filed an amended application seeking approval from the U.S. Bankruptcy Court for the Northern District of Ohio to hire attorneys in connection with its Chapter 11 case. The Debtor proposes to hire Glenn Forbes, Esq., at Forbes Law LLC, and Susan Gray, Esq., to give legal advice regarding its duties under the Bankruptcy Code; assist in the preparation of a bankruptcy plan; and provide other legal services related to its bankruptcy case. The attorneys do not hold or represent any interest adverse to the Debtor's estate, according to court filings. The attorneys maintain their offices at: Glenn E. Forbes, Esq. Forbes Law LLC 166 Main Street Painesville, OH 44077 Phone: (440) 357-6211 - and - Susan Gray, Esq. 22255 Center Ridge Road, Suite 210 Rocky River, OH 44116 Phone: (440) 331-3949 Fax: (440) 331-8160 Email: smgray@smgraylaw.com About Whole Sailing LLC Whole Sailing LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio Case No. 17-13032) on May 24, 2017. Phenon Walker, its member, signed the petition. At the time of the filing, the Debtor estimated assets and liabilities of less than $500,000. Judge Jessica Price Smith presides over the case. Dennis J. Kaselak, Esq., at Petersen & Ibold, represents the Debtor as bankruptcy counsel. WHOLELIFE PROPERTIES: Trustee Taps Lain Faulkner as Accountant -------------------------------------------------------------- Daniel Sherman, the Chapter 11 trustee for WholeLife Properties LLC, seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Lain, Faulkner & Co. P.C. as his accountant. The firm will assist the trustee in reviewing bank records, financial records and other information necessary to administer the Debtor's Chapter 11 case; file tax returns; assess capital gain exposure on possible sale of real estate; and assist in the preparation of any report required to be filed by the trustee. The firm's standard hourly rates are: Shareholder $375 - $450 CPAs/Accounting Professionals $240 - $340 IT Professionals $250 Staff Accountants $150 - $225 Clerical/Bookkeepers $80 - $95 Keith Enger, a Lain Faulkner shareholder, disclosed in a court filing that he is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Keith Enger Lain, Faulkner & Co. P.C. 400 N. St. Paul Street, Suite 600 Dallas, TX 75201 Tel: 214-720-1929 About WholeLife Properties WholeLife Properties, LLC, owns two undeveloped tracts of land located in McKinney, Texas that is intended to be developed into a mixed use complex and 200 social memberships to the TPC at Craig Ranch, a private golf club in McKinney, Texas. WholeLife Properties sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 16-42274) on June 7, 2016. The petition was signed by John B. Lowery, as sole member of WholeLife Companies, Inc., sole member of WholeLife Properties, LLC. At the time of the filing, the Debtor estimated assets of $10 million to $50 million and debt of $1 million to $10 million. Melissa Hayward, Esq., at Franklin Hayward LLP, is the Debtor's general bankruptcy counsel. The case is assigned to Judge Mark X. Mullin. To date, no committee of unsecured creditors has been appointed. Mr. Lowery was involved in another Chapter 11 debtor, Cornerstone Ministries Investments, Inc., which filed Feb. 10, 2008 (Bankr. N.D. Ga. Case No. 08-20355). Mr. Lowery joined Cornerstone in approximately 2004 to oversee several single family housing projects that were being developed by Cornerstone. Daniel J. Sherman, is the Chapter 11 Trustee of WholeLife Properties, LLC. He is represented by Sherman & Yaquinto, L.L.P. as counsel. WILKINSON FLOOR: Unsecureds to Get Share of $200,000 Fund --------------------------------------------------------- Wilkinson Floor Covering, Inc., filed with the U.S. Bankruptcy Court for the District of Arizona a disclosure statement dated Oct. 30, 2017, in support of the Debtor's plan of reorganization. Class 3 consists of the General Unsecured Claims held by creditors. Unsecured creditors will receive a pro-rata share of the Unsecured Claims Fund of $200,000. Payments will be made quarterly for 8 quarters starting on the last day of the first quarter following the month in which the Plan is confirmed. This class is impaired. The Debtor are proposing to repay all Unsecured Creditor Claims within 24 months of the Effective Date and will continue to service remaining Secured Creditor Claims based on the terms set forth in this Disclosure Statement and the accompanying Plan. The Plan will be funded by the Debtor's post-petition net income and excess cash held by the Debtor on the Effective Date. The Debtor will act as the Disbursing Agent under the Plan. The Debtor estimate that Class 1 Claims will be approximately $60,000. To the extent the Debtor do not hold adequate funds as of the Effective Date to pay all Class 1 Claims in full, the Debtor contend that they will be able to satisfy any remaining unpaid Class 1 Claims within two months following the Effective Date. Class 1 Claims will be paid in full before distributions are made to Class 3. Payments to Class 3 will commence on the last day of the quarter in which the Effective Date falls. Following the Unsecured Claim Initial Distribution, the Debtor will continue to make quarterly payments to Class 3. The Debtor's sole shareholder, Steve Wilkinson, will receive a new stock interest in exchange for contribution of his interest in the Debtor's real estate to the Debtor as of the effective date. Any lien interest in property arising from a claim against Steve Wilkinson will continue to be subordinate to the lien of Bank 34. To the extent that the claimant's lien arises from a claim upon which the Debtor is jointly liable, the lien claim will only be retained to the extent specifically granted under the Plan. In the event any entity which possesses an Allowed Secured Claim, or any other lien in any of the Debtor's property for which the Plan requires the execution of any documents to implement or incorporate the terms of the Plan, and the entity fails to provide a release of its lien or execute the necessary documents to satisfy the requirements of the Plan, the Debtor may record a copy of their Plan and the confirmation court order with the appropriate governmental agency, and recordation will constitute the lien release and creation of the necessary new liens to satisfy the terms of the Plan. If the Debtor deem advisable, they may obtain a future Order from the Court which may be recorded in order to implement the terms of the Plan. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/azb17-01228-98.pdf About Wilkinson Floor Covering Wilkinson Floor Covering, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 17-01228) on Feb. 9, 2017. The petition was signed by Stephen E. Wilkinson, president. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. The case is assigned to Judge Eddward P. Ballinger Jr. The Debtor engaged Blake D. Gunn, Esq., at the Law Office of Blake D. Gunn, as counsel. WILLIAMSON & WILLIAMSON: Disclosure Statement Hearing on Nov. 30 ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Mississippi is set to hold a hearing on Nov. 30 to consider approval of the disclosure statement, which explains the proposed Chapter 11 plan for Williamson & Williamson Farms Partnership. The hearing will be held at 11:00 a.m., at Greenville Federal Building, 305 Main Street, Greenville, Mississippi. Objections are due by Nov. 28. About Williamson & Williamson Farms Williamson & Williamson Farms Partnership sought Chapter 11 protection (Bankr. N.D. Miss. Case No. 16-10671) on Feb. 26, 2016. The petition was signed by Ricky D. Williamson, partner. The Debtor estimated assets at $2.59 million and liabilities at $2.10 million. Judge Neil P. Olack is assigned to the case. The Debtor tapped Jeffrey A. Levingston, Esq., at Levingston & Levingston, PA, as counsel. WINNEBAGO INDUSTRIES: S&P Alters Outlook to Stable, Affirms BB- CCR ------------------------------------------------------------------- S&P Global Ratings revised its rating outlook on Forest City, Iowa-based Winnebago Industries Inc. to stable from positive. At the same time, S&P affirmed all ratings on the company, including the 'BB-' corporate credit rating. S&P said, "The outlook revision to stable from positive reflects our belief that ratings upside is unlikely given Winnebago's current leverage policy. The policy, which includes the company's tolerance for temporary spikes up to 3x for potential mergers and acquisitions (M&A), will not likely translate into our measure of adjusted leverage staying below our 3x upgrade threshold over the highly volatile RV economic cycle. Winnebago recently announced a desired steady state leverage policy range of between 0.9x and 1.5x net debt to EBITDA. This measure differs from our measure by about 0.25x, primarily because we do not net cash balances for Winnebago, as well as small debt adjustments related to leases and postretirement obligations. Winnebago continues to pay down debt and expand its towables segment at a rapid rate, and our base case forecast for adjusted debt to EBITDA is in the mid-to-high 1x area through fiscal 2019, a level at which we previously stated we would consider higher ratings. However, we now believe an upgrade is unlikely because Winnebago has expressed a willingness to increase net leverage up to 3x for the right acquisition. We do not believe that net leverage of 3x allows for any cushion compared to our 3x upgrade threshold, since we estimate that a moderate economic recession could increase leverage at Winnebago by 1x or more, given its concentration in the highly cyclical RV space. "The stable outlook reflects our expectation for good operating performance in Winnebago's towables segment that will allow the company to continue to reduce leverage through 2018 and our expectation that Winnebago will have a significant cushion compared to our 4x adjusted debt to EBITDA downgrade threshold. "Although a downgrade is unlikely in the near term given the company's leverage cushion compared to our downgrade threshold, we could lower the rating if operating performance is weaker than anticipated and we believe our measure of debt to EBITDA would be sustained above 4x (incorporating leveraging acquisitions and volatility over the economic cycle). "We could raise the rating one notch to 'BB' if we believe Winnebago would sustain our measure of total adjusted leverage at or below 3x, incorporating temporary spikes for acquisitions as well as volatility over the economic cycle. We estimate that a moderate economic recession could potentially cause a 1x or more deterioration in leverage when it occurs. Although our base-case forecast for leverage in fiscal 2018 (of under 2x) would otherwise represent a sufficient cushion to incorporate future economic volatility, we believe the company is willing to increase leverage to fund future acquisitions, therefore we do not believe our measure of leverage will be sustained under 3x." WYNIT DISTRIBUTION: Nov. 20 Auction of Inventory Set ---------------------------------------------------- Judge Kathleen H. Sanberg f the U.S. Bankruptcy Court for the District of Minnesota authorized the bidding procedures of WYNIT Distribution, LLC and its affiliates in connection with the sale of inventory at auction. The salient terms of the Bidding Procedures are: a. Bid Deadline: Nov. 16, 2017, at 12:00 p.m. (PCT) b. Good Faith Deposit: 10% of the purchase price or guaranteed amount for the Assets proposed to be purchased c. Auction: The Auction, if required, will commence at 11:00 a.m. (PCT) on Nov. 20, 2017 at the offices of Stinson Leonard Street LLP, 50 South Sixth Street, Suite 2600, Minneapolis, Minnesota. d. Credit Bid: Each of the Postpetition Agent and the Prepetition Agent, on behalf of the Postpetition Lenders and the Prepetition Lenders, respectively, are deemed Qualified Bidders and have the right to credit bid for some or all of the Assets should they elect to do so. e. Sale Hearing: Nov. 28, 2017 at 9:00 a.m. (PCT) f. Sale Hearing Objection Deadline: Nov. 22, 2017 g. Closing: No later than Nov. 30, 2017 h. Notice: Within 1 day of entry of the Bid Procedures Order Notwithstanding Bankruptcy Rules 6004, or otherwise, the Bid Procedures Order will be effective and enforceable immediately upon entry and its provisions will be self-executing. To the extent applicable, the stay described in Bankruptcy Rules 6004(h) is waived. The Bid Procedures Order will become effective immediately. About WYNIT Distribution Headquartered at Greenville, South Carolina, WYNIT Distribution, LLC, is an international distributor of products from the top brands in the consumer electronics, photo, wide format printing, security and outdoor leisure and adventure industries. WYNIT Distribution filed a Chapter 11 bankruptcy petition (Bankr. D. Minn. Case No. 17-42726) on Sept. 8, 2017. The petitions were signed by Pete Richichi, its chief operating officer. By orders entered on Sept. 13, 2017, the cases are jointly administered, with WYNIT Distribution's case as the lead case. The Debtor disclosed total assets and debt of $100 million to $500 million. Judge Kathleen H Sanberg presides over the case. The Debtor engaged Stinson Leonard Street LLP as counsel. The Debtor also hired Conway Mackenzie, Inc., as financial advisor, and JND Corporate Restructuring as claims, noticing, and balloting agent. The Official Committee of Unsecured Creditors formed in the case has retained Barnes & Thornburg LLP and Lowenstein Sandler LLP as its bankruptcy co-counsel. WYNIT DISTRIBUTION: Sale of WD Encore Assets for $1.7M Approved --------------------------------------------------------------- Judge Kathleen H. Sanberg f the U.S. Bankruptcy Court for the District of Minnesota authorized WYNIT Distribution, LLC and its affiliates to sell WD Encore Software, LLC's assets to Sereno Ventures, LLC for $1,700,000. An Auction was held on Nov. 8, 2017. The sale hearing was held on Nov. 9, 2017. The sale is free and clear of all Encumbrances. All valid and perfected Encumbrances in the Encore Assets will attach to the net Purchase Price proceeds attributable to the Encore Assets immediately upon receipt of such Purchase Price proceeds by the Debtors. The Court specifically authorized the Debtors to enter into the Transition Services Agreement. It approved the sub-license of all intellectual property rights in the Encore Assets to the Successful Bidder, to enable the Successful Bidder to use the intellectual property in the executory contracts identified in the separate Executory Contracts Motion until a decision is made to assume and assign any such executory contract to the Successful Bidder as provided for in the Transition Services Agreement. Nothing in the Order will limit the force and effect of the separate Encore Executory Contracts Order entered substantially contemporaneously with the Order. At the closing, the Debtors will be authorized to apply the $54,000 deposit to payment of the Purchase Price. The Successful Bidder will wire transfer the balance of the Purchase Price on Nov. 13, 2017 to the Debtors in accordance with the APA. If for any reason the Closing does not occur by midnight on Nov. 13, 2017 (PCT), then the cash will be wired back to the Successful Bidder on the next business day other than the deposit if due Debtor under the APA. In exchange for the Postpetition Agent's and Prepetition Agent's consent to the entry of the Order, any and all proceeds relating to the APA and related Transactions will be remitted to the Prepetition Agent and the Postpetition Agent to pay the outstanding obligations under the Prepetition Credit Agreement, Postpetition Credit Agreement and Final Financing Order. During the Transition Period, the Successful Bidder is authorized to use the Debtors' IT systems, warehouse management systems, and necessary software in use by the Debtors to prepare and ship the Inventory, and to collect the Encore Assets in accordance with the terms and conditions of the APA. During the Transition Period, the Successful Bidder will be granted a limited license and right to use the Debtors' trade names, logos and customer, mailing and e-mail lists, catalogs, e-commerce sites (including, without limitation, websites and social media sites such as Facebook and Twitter) relating to and used in connection with the sale in accordance with the terms of the APA. Notwithstanding anything to the contrary contained in the Order, any prepetition or presently existing liens encumbering all or any portion of the Encore Assets being sold pursuant to the Order will attach to the proceeds received by the Debtors on account of such Encore Assets with the same extent, validity and priority as such liens existed as of the Petition Date and provided that the proceeds of the sale of such Encore Assets or any other proceeds or amounts paid pursuant to the terms of the APA will be remitted, on the Closing Date, to the Prepetition Agent and the Postpetition Agent to pay down the outstanding secured indebtedness due and owing under the Prepetition Credit Agreement, the Postpetition Credit Agreement and the Final Financing Order until such amounts are indefeasibly paid in full, in cash. Pursuant to the Bid Procedures Order, the sole back-up bidder will be Richdale Ventures, LLC and 3MG, LLC, jointly, for an aggregate purchase price of $1,475,000 and otherwise pursuant to the terms of the Asset Purchase Agreement. The Back-Up Bidder will be obligated to close in accordance with the Bid Procedures Order and, if so closed, all references in the Order to the Successful Bidder will be deemed to be the Back-Up Bidder. Notwithstanding Bankruptcy Rules 4001 and 6004, or any other law that would serve to stay or limit the immediate effect of the Order, the Order will be effective and enforceable immediately upon entry and its provisions will be self-executing. In the absence of any person or entity obtaining a stay pending appeal, the Debtors and the Successful Bidder are free to perform under the APA at any time, subject to the terms thereof. The automatic stay pursuant to Section 362 is lifted with respect to the Debtors to the extent necessary, without further order of the Court. Upon the closing of the sale of all or some of the Encore Debtor's assets to the Successful Bidder or the Back-Up Bidder, the Debtors will pay a Breakup Fee in the amount of $30,000 to Avanquest North America, LLC from the proceeds of the sale. In addition, the Debtors will return the good faith deposit of the Stalking Horse Bidder, without interest, to the Stalking Horse Bidder no later than 10 days after the closing of the sale to the Successful Bidder or to the Back-Up Bidder. The Stalking Horse Bidder is not, and will not be deemed to be, a Back-Up Bidder. About WYNIT Distribution Headquartered at Greenville, South Carolina, WYNIT Distribution, LLC, is an international distributor of products from the top brands in the consumer electronics, photo, wide format printing, security and outdoor leisure and adventure industries. WYNIT Distribution filed a Chapter 11 bankruptcy petition (Bankr. D. Minn. Case No. 17-42726) on Sept. 8, 2017. The petitions were signed by Pete Richichi, its chief operating officer. By orders entered on Sept. 13, 2017, the cases are jointly administered, with WYNIT Distribution's case as the lead case. The Debtor disclosed total assets and debt of $100 million to $500 million. Judge Kathleen H Sanberg presides over the case. The Debtor engaged Stinson Leonard Street LLP as counsel. The Debtor also hired Conway Mackenzie, Inc., as financial advisor, and JND Corporate Restructuring as claims, noticing, and balloting agent. The Official Committee of Unsecured Creditors formed in the case has retained Barnes & Thornburg LLP and Lowenstein Sandler LLP as its bankruptcy co-counsel. XPERI CORP: S&P Alters Outlook to Negative on Weak Credit Metrics ----------------------------------------------------------------- S&P Global Ratings revised its outlook to negative from stable and affirmed its 'BB-' corporate credit rating on San Jose, Calif.-based Xperi Corp. S&P said, "At the same time, we affirmed our 'BB-' issue-level rating, with a '3' recovery rating, on the company's $600 million senior secured term loan, indicating our expectation for meaningful (50%-70%; rounded estimate: 50%) recovery in the event of payment default. "The outlook revision reflects weakened credit metrics following the most recent quarter, with S&P Global Ratings-adjusted leverage in the 4x area (above our downside threshold of mid-3x) and our view that leverage could stay elevated until there is clarity on ongoing lawsuits. While there is a catalyst to resolve legal matters with Broadcom with the upcoming final determination from the ITC in early December 2017, the dispute could continue into 2018. If the lawsuits drag on, we see incremental risk to the company's financial metrics in 2019. Some of the company's Fotonation imaging revenues were pushed out into 2018 because of delayed product launches by its customers, and Xperi lost an audio customer representing about $10 million of 2017 revenues due to the customer's financial issues. These near-term challenges are offset by the company's successful integration of the DTS acquisition, strong free cash flow generation, and its intention to put cash flow toward debt repayment. The DTS business continues to perform well, with solid DTSX and HD Radio market adoption. "The negative outlook reflects Xperi's weakened credit metrics with leverage in the 4x area following the most recent quarter and the risk that there could be no near-term resolution to ongoing lawsuits against Samsung and Broadcom. "We could lower the rating on Xperi if the company's leverage is sustained above the mid-3x area over the next 12 months, if there is no resolution to ongoing litigation, or if we view future profitability to be weaker as a result of new licensing deals. "We could revise the outlook to stable if there is a favorable outcome in either of the ongoing lawsuits, resulting in improved liquidity and financial metrics." ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2017. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. 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