/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/171130.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, November 30, 2017, Vol. 21, No. 333 Headlines 24 AMHERST: Taps Cohen Pollock as Legal Counsel 24 AMHERST: Taps J. Allen Seymour as Accountant 419 SW 2ND AVENUE: Obtains Court's Nod to Use Cash Collateral 444 EAST 13: E. 10th Files Chapter 11 Plan of Liquidation 444 EAST 13: E. 9th Files Chapter 11 Plan of Liquidation ACADIANA MANAGEMENT: Files Chapter 11 Plan of Liquidation ADVANCED CONTRACTING: Wants to Use Signature Bank's Cash Collateral AEROGROUP INT'L: Fee Examiner Taps Bielli & Klauder as Counsel ALL SOD NURSERY: Taps Borro Tax Partners as Bookkeeper ANDEAVOR LOGISTICS: Fitch Rates Preferred Equity Units 'BB' ANDEAVOR LOGISTICS: Moody's Assigns Ba3 Preferred Stock Rating ANDEAVOR LOGISTICS: S&P Rates Series A Preferred Units 'BB' AQUION ENERGY: Exclusive Plan Filing Extended to Feb. 1 ARIZONA - FOR BETTER: Voluntary Chapter 11 Case Summary ASTERIA INC: Unsecureds to be Paid $100 Monthly for 60 Months B & B METALS: December 22 Plan Voting Deadline BARONG LLC: Disclosures OK'd; Plan Confirmation Hearing on Jan. 3 BEARCAT ENERGY: Lost Cabin Leaves Creditor's Panel BICOM NY: Has Until Feb. 5 to Exclusively File Plan BIOSCRIP INC: Reports $15.1 Million Net Loss for Third Quarter BMC SOFTWARE: Moody's Affirms B3 CFR & Cuts Unsec. Notes to Caa2 BOND AND COMPANY: Store Closing Sales Delay Plan Filing BOWER CONTRACTING: D. Bower to Continue as President Under New Plan BREITBURN ENERGY: Surety Objects to Plan's Third-Party Releases BRIGHTLINE OPERATIONS: Fitch to Rate $600MM 2017 Bonds 'BB-(EXP)' BUCKEYE PARTNERS: Moody's Rates Jr. Subordinated Regular Bonds Ba1 BUCKEYE PARTNERS: S&P Rates New Junior Sub. Notes Due 2077 'BB' CAMBER ENERGY: Gets $1M Second Funding Tranche from Investor CAPITAL TEAS: Has Until March 8 to Exclusively File Plan CAROLINA MOLD: Has Court's Interim Nod to Use Cash Collateral CARRINGTON FARMS: Settles Sequal Claim for $110K Under Amended Plan CASCADE ACCEPTANCE: Court Converts Case Back to Chapter 11 CGG HOLDING: Files Status Report on Group's Reorganization CIT GROUP: Fitch Affirms BB+ Long-Term IDR; Outlook Stable COBALT INTERNATIONAL: Lowers Net Loss to $149.6M in Third Quarter COVINGTON ROUTE: Hires DelBello Donnellan Weingarten as Counsel CRYOPORT INC: Incurs $2 Million Net Loss in Third Quarter CSRA INC: Moody's Affirms 'Ba2' Corporate Family Rating DEALER TIRE: Proposed $50MM Loan Add-on No Impact on Moody's B2 CFR DEERFIELD HOLDINGS: Moody's Assigns B2 CFR; Outlook Negative DELCATH SYSTEMS: Amends Prospectus on 422.5M Units Offering DELCATH SYSTEMS: Effects a 1-for-350 Reverse Common Stock Split DELTA AIR LINES: S&P Rates New Senior Unsecured Notes 'BB+' DIPLOMAT PHARMACY: Moody's Assigns B1 CFR; Outlook Stable DIPLOMAT PHARMACY: S&P Assigns 'B+' CCR, Outlook Stable EAST OAKLAND FAITH: Case Summary & 19 Largest Unsecured Creditors EAST TEXAS MEDICAL: Fitch Keeps B+ on 2011/2007A Bonds on Watch Neg ENDEAVOR ENERGY: Moody's Rates Proposed Sr. Unsecured Notes 'B3' ETRADE FINANCIAL: S&P Rates Series B Preferred Stock Issue 'BB' EVANS & SUTHERLAND: Posts $767,000 Net Income in Third Quarter EVERETT'S AUTOMOTIVE: Wants to Move Plan Filing Deadline to Dec. 4 EVIO INC: Granted Expanded Accreditation to Test for Pesticides EXCO RESOURCES: Amends Credit Agreement with JPMorgan FIELDPOINT PETROLEUM: NYSE American Suspends Trading of Securities FINANCIAL RESOURCES: May Use Cash Collateral Through Feb. 1 FIRST CAPITAL: Taps Hunt Jeppson as Special Counsel FREDDIE MAC: Grace Huebscher Elected to Board of Directors FUNCTION(X) INC: Appoints Mazars USA as Accountants GIGA-TRONICS INC: Common Stock Starts Trading in OTCQB Exchange GREEN CUBE: Needs to Use Cash Collateral for Operations GUITAR CENTER: Moody's Lowers CFR to Caa1; Outlook Negative HARSCO CORP: Fitch Rates $546MM Secured Term Loan 'BB+/RR1' HARSCO CORP: Moody's Rates Amended $546MM 1st Lien Loan 'Ba1' HARSCO CORP: S&P Rates New $546MM Term Loan B Due 2024 'BB+' HIGHVEST CORP: Case Summary & 2 Largest Unsecured Creditors HOCHHEIM PRAIRIE: S&P Places 'B+' FSR on CreditWatch Negative IHS MARKIT: Moody's Rates New $400MM New Senior Notes 'Ba1' ION GEOPHYSICAL: Posts $5 Million Net Income in Third Quarter JKI IV: Wants to Use Cash Collateral for Operations JUBEM INVESTMENTS: Exclusivity Period Extended Until Feb. 26 KANSAS CITY INTERNAL: Can Use Cash Collateral Thru Dec. 8 LA SABANA: Hires Yesenia Medina-Torres as Notary LAKELAND HOLDINGS: S&P Assigns 'B' CCR, Outlook Stable LAKELAND TOURS: Moody's Assigns B2 CFR; Outlook Stable LUCKY # 5409: Unsecureds to Recover 49% Under Plan MAMAMANCINI'S HOLDINGS: Closes Acquisition of Joseph Epstein Food MARINE ACQUISITION: S&P Puts 'B' CCR on CreditWatch Positive MARKET SQUARE: Wants Exclusive Plan Filing Extended to Feb. 23 MCCLATCHY CO: Stephanie Shepherd Resigns as Controller MCCLATCHY CO: Widens Net Loss to $260.5 Million in Third Quarter METAL SERVICES: Moody's Rates $425MM First Lien Term Loan 'B1' METROPOLITAN DIAGNOSTIC: Case Summary & 20 Top Unsecured Creditors METROSPACES INC: Deficit Raises Going Concern Doubt MICROVISION INC: Incurs $5.2 Million Net Loss in Third Quarter MONAKER GROUP: Buys Belize Property from A-Tech NAVISTAR INTERNATIONAL: Director Will Not Stand for Re-Election NC DEVELOPMENT: Private Sale of Winchester Property for $3.3M OK'd NEENAH FOUNDRY: Moody's Hikes CFR to B3 & Alters Outlook to Pos. NEOVASC INC: Appeals Court Affirms $112MM Verdict in CardiAQ Case NEOVASC INC: CFO Presented at the 29th Annual Healthcare Conference NEW GOLD: S&P Alters Outlook to Stable on Rainy River's Progress NORTHWEST GOLD: Wigger Estate Tries to Block Plan Confirmation OCEAN CLUB: Has Interim OK to Use Cash Collateral; Dec. 4 Hrg. Set OSSO LLC: Unsecureds to Recoup 100% at 1% Interest in 10 Years PANTAGIS DINER: Case Summary & 4 Largest Unsecured Creditors PARETEUM CORP: Believes to Have Satisfied NYSE's Equity Rule PASHA GROUP: S&P Raises Senior Secured Term Loan Rating to 'BB-' PAYMEON INC: Operating Losses Raise Going Concern Doubt PHOENIX SERVICES: S&P Alters Outlook to Stable & Affirms 'B' CCR POST EAST: May Use Connect REO's Cash Collateral Until December POST HOLDINGS: Moody's Rates Proposed $1BB Sr. Unsecured Notes B3 POST HOLDINGS: S&P Assigns 'B' Rating on $1BB Unsec. Notes Due 2028 PREFERRED VINTAGE: Full Payment for Unsecureds Over 12 Months PROJECT ALPHA: S&P Lowers Corp. Credit Rating to B-, Outlook Stable RALSTON-LIPPINCOTT: Unsecs. to Get 12 Quarterly Payments of $5,765 RAVENSTAR INVESTMENTS: Sale of Reno Property for $70K Approved RBS GLOBAL: Moody's Rates $500MM Unsec. Notes B3 & Affirms B1 CFR REDDY ICE: Moody's Lowers Corporate Family Rating to 'Caa2' REDDY ICE: S&P Alters Outlook to Neg. Amid Upcoming Debt Maturity RENNOVA HEALTH: CEO Lagan Appointed as Interim CFO RENNOVA HEALTH: Obtains $4 Million from Preferred Shares Offering RITCHIE BROS: S&P Affirms 'BB' CCR on Improved Performance ROBERT TAYLOR: Sale of Bank Stock to Catahoula Holding for $65K OKd ROBERT TAYLOR: Sale of Cattle Farm Equipment for $68K OKd ROOSTER ENERGY: US Specialty Insurance Objects to Disclosures ROOSTER ENERGY: US Specialty Objects to Cochon's Disclosures RYCKMAN CREEK: Natixis Wants Full Disclosure of Plan Sponsor RYCKMAN CREEK: Statutory Lien Claimants to Recoup 7% to 13% SALLY BEAUTY: S&P Alters Outlook to Negative & Affirms 'BB+' CCR SCIENTIFIC GAMES: Amends Arrangement Deal to Add Takeover Clause SENIOR CARE GROUP: Sale of Assets Delays Filing of Plan SOLBRIGHT GROUP: SBI Investments Has 9.9% Equity Stake SOUTHERN REDI-MIX: Wants to Continue Cash Use Through Dec. 31 STARWOOD PROPERTY: S&P Rates $500MM Unsec. Notes Due 2025 'BB-' STERLING ENTERTAINMENT: Exclusive Plan Filing Extended to Feb. 1 STERLING MID-HOLDINGS: S&P Lowers Issuer Credit Rating to 'SD' SUNDIAL GROUP: S&P Puts 'B-' CCR on Watch Pos. Amid Unilever Deal TANGO TRANSPORT: Plan Trustee's Sale of 2911 Anton Road Asset OKed TDR TRUST: Taps Coast to Coast as Real Estate Agent THINK FINANCE: COP–Spectrum, India Banks Appointed to Committee TKL ASSOCIATES: Dorsey & Whitney to Get Full Payment TSC/GREEN ACRES: Case Summary & 20 Largest Unsecured Creditors UNITI GROUP: Fitch Affirms 'BB-' Long-Term IDR; Outlook Stable UNIVERSAL SOLAR: Signs LOI to Partner with KC Contractors VARSITY BRANDS: Moody's Affirms B2 CFR & Rates $1.125BB Loan B1 VARSITY BRANDS: S&P Affirms 'B' CCR & Alters Outlook to Negative VELLANO CORP: Court Denies Unsecured Assets Sale Without Prejudice VERNON PARK CHURCH: Voluntary Chapter 11 Case Summary WILLIAM LYON: Moody's Hikes CFR to B2; Outlook Stable WILMA SENEVIRATNE: Sale of South Midvale Property for $1.6MM OKed WORDSWORTH ACADEMY: Unsecured Creditors to Get 10% Under the Plan YOUR NEIGHBORHOOD: Wants to Assume & Assign Subleases to Hoags YUCCA LAND: Unsecured Creditors Get Paid in Full Under the Plan ********* 24 AMHERST: Taps Cohen Pollock as Legal Counsel ----------------------------------------------- 24 Amherst, LLC, and its affiliates have filed separate applications seeking approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire legal counsel. In their applications, the company, Northeast Georgia Anesthesia Services Inc., and Holladay Holdings LLC propose to employ Cohen Pollock Merlin & Small, P.C. to, among other things, advise them regarding their duties under the Bankruptcy Code; conduct examinations; and give legal advice regarding any proposed bankruptcy plan. The attorneys and paralegal expected to handle the cases and their hourly rates are: Bruce Walker Attorney $385 Anna Humnicky Attorney $380 Ben Klehr Attorney $310 Garrett Nye Attorney $305 Jennifer Penston Paralegal $180 Cohen received a retainer in the sum of $3,717 from 24 Amherst, $33,807 from Northeast, and $4,717 from Holladay. Anna Humnicky, Esq., disclosed in a court filing that her firm does not hold or represent any interest adverse to the Debtors and their estates. The firm can be reached through: Anna M. Humnicky, Esq. Bruce Walker, Esq. Ben Klehr, Esq. Garrett Nye, Esq. Cohen Pollock Merlin & Small, P.C. 3350 Riverwood Parkway Suite, 1600 Atlanta, GA 30339 Phone: (770) 858-1288 Fax: (770) 858-1277 Email: bwalker@cpmas.com BKlehr@cpmas.com gnye@cpmas.com About 24 Amherst LLC Based in Winder, Georgia, 24 Amherst, LLC is a real estate company. Northeast Georgia Anesthesia Services Inc. is a medical group specializing in interventional pain management, anesthesiology, pain management, addiction medicine, physical medicine and rehabilitation. 24 Amherst LLC, Northeast Georgia Anesthesia Services Inc. and Holladay Holdings LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case Nos. 17-22188 to 17-22190) on November 14, 2017. Janene D. Holladay, member, signed the petitions. At the time of the filing, 24 Amherst disclosed that it had estimated assets of $500,000 to $1 million and liabilities of $1 million to $10 million. Northeast Georgia estimated assets and liabilities of $1 million to $10 million. Judge James R. Sacca presides over the cases. 24 AMHERST: Taps J. Allen Seymour as Accountant ----------------------------------------------- 24 Amherst, LLC, and its affiliates have filed separate applications seeking approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire an accountant. In their applications, the company, Northeast Georgia Anesthesia Services Inc., and Holladay Holdings LLC propose to employ J. Allen Seymour, CPA, PC to provide accounting services during their Chapter 11 cases. The firm's hourly rates are: J. Allen Seymour $180 Alan Perry $150 Connie Riley $95 Jason Jones $80 The firm does not hold or represent any interest adverse to the Debtor or its bankruptcy estate, according to court filings. Seymour can be reached through: Alan Perry J. Allen Seymour, CPA, P.C. 1551 Jennings Mill Road, Unit 400-A Watkinsville, Georgia 30677-7262 About 24 Amherst LLC 24 Amherst, LLC is a real estate company based in Winder, Georgia. Northeast Georgia Anesthesia Services Inc. is a medical group specializing in interventional pain management, anesthesiology, pain management, addiction medicine, physical medicine and rehabilitation. 24 Amherst LLC, Northeast Georgia Anesthesia Services Inc. and Holladay Holdings LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case Nos. 17-22188 to 17-22190) on November 14, 2017. Janene D. Holladay, member, signed the petitions. At the time of the filing, 24 Amherst disclosed that it had estimated assets of $500,000 to $1 million and liabilities of $1 million to $10 million. Northeast Georgia estimated assets and liabilities of $1 million to $10 million. Judge James R. Sacca presides over the cases. 419 SW 2ND AVENUE: Obtains Court's Nod to Use Cash Collateral ------------------------------------------------------------- The Hon. A. Jay Cristol of the U.S. Bankruptcy Court for the Southern District of Florida has entered an agreed order authorizing 419 SW 2nd Avenue, LLC, to use cash collateral until the earlier of an entry of any order dismissing the case, the granting of stay relief in favor of the secured lender, or by consent and agreement of the secured lender, or the entry of any order extending the use of cash collateral. As reported by the Troubled Company Reporter on Oct. 17, 2017, the Debtor sought the Court's permission to use cash collateral for the necessary repair of the property, and in order to operate its business and pay necessary expenses. The Debtor claimed that the budget contains expenses quoted by a licensed contractor to board up the 22-unit building, erect a fence to isolate the premises from general public plus debris cleanup. Hutton Ventures made a loan to the Debtor in the original principal amount of $1.05 million, secured by a certain Mortgage, Collateral Assignment of Lease, Rents, and Licenses. Hutton Ventures asserts a first priority, perfected lien on all of the Debtor's cash generated from the operation, sale, disposition or other realization of any of its assets. The Debtor will use cash collateral for these purposes: a. to pay for the boarding up and cleaning of the premises located at 419 SW 2nd Avenue, Homestead, FL33030 performed by the court-approved General Contractor South Florida Expert Renovations & Construction, Corp. The cost of the project is estimated to be $17,780. The Debtor and the court-approved General Contractor will seek proper permits with the City of Homestead. Should the actual cost and expenses exceed the initial estimation the Debtor will seek the Court's approval to use cash collateral for the cost and expenses; and b. to satisfy any unpaid fees due to the U.S. Trustee pursuant to 28 U.S.C. Section 1930, and all unpaid fees required to be paid to the Clerk of the Court. The Debtor grants, in favor of the secured lender and as security for all indebtedness that is owed by the Debtor to the secured lender, under the loan documents, but only to the extent that the secured lender's cash collateral is used by the Debtor, a first priority post-petition security interest and lien in, to and against all of the Debtor's assets, to the same priority, validity and extent that the secured lender held a properly perfected pre-petition security interest in the assets, which are or have been acquired, generated, or received by the Debtor subsequent to the Petition Date. A copy of the court order is available at: http://bankrupt.com/misc/flsb17-21784-47.pdf About 419 SW 2nd Avenue 419 SW 2nd Avenue, LLC, a single asset real estate as defined in 11 U.S.C. Section 101(51B), owns and manages a 22-unit rental building located at 419 SW 2nd Avenue Homestead, Florida. The Debtor filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 17-21784) on Sept. 27, 2017. The petition was signed by Jose Paradelo, managing member. At the time of filing, the Debtor estimated less than $1 million in assets and $1 million to $10 million in liabilities. 444 EAST 13: E. 10th Files Chapter 11 Plan of Liquidation --------------------------------------------------------- E. 10th St. Holdings LLC filed with the U.S. Bankruptcy Court for the Southern District of New York a disclosure statement for its chapter 11 plan of liquidation dated Nov. 17, 2017. The Debtor owns the real property located at 251 East 10th Street, New York, New York. The Property is encumbered by a mortgage in favor of E. Village Lender, the holder of a note in the principal amount of $3,850,000, which was originally extended to the Debtor on July 26, 2016. The Plan is the result of a compromise of claims between the Debtor and E. Village Lender, the Debtor's senior secured creditor. The Plan provides for a sale of the Property to SJG East Tenth Realty LLC for a purchase price of $8,000,000, pursuant to the Contract of Sale. Holders of Allowed Claims will receive a 100% recovery from the Sales Proceeds with any remaining Sales Proceeds to be distributed to Holders of Allowed Interests. Holders of Class 4 Unsecured Claims against the Debtor shall receive, within 30 days of the Closing, Cash equal to 100% of their Allowed Claim, with post-petition interest at the federal judgment rate, from the Disbursing Agent. The Plan will be funded by the Sales Proceeds, the Debtor's Available Cash on the Closing, including all amounts available in the Debtor's debtor in possession bank account. A copy of Disclosure Statement is available for free at: http://bankrupt.com/misc/nysb17-23142-27-1.pdf About 444 East 13 LLC 444 East 13 LLC owns and operates a residential apartment building located at 444 East 13th Street in the east village neighborhood of Manhattan, New York. The property is valued at $11 million. E. 9th St. Holdings owns and operates a residential apartment building located at 332 East 9th Street in the east village neighborhood of Manhattan, New York, valued at $8.82 million. Meanwhile, E. 10th St. Holdings owns and operates a residential apartment building located at 251 East 10th Street in the east village neighborhood of Manhattan, New York, which is valued at $7.5 million. The properties are encumbered by mortgages to 444 Lender LLC and E. Village Lender LLC (assigned to Metropolitan Commercial Bank). E. 9th St. Holdings, E. 10th St. Holdings and 444 East sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case Nos. 17-23141 to 17-23143) on July 21, 2017. David Goldwasser, authorized signatory of GC Realty Advisors LLC, manager signed the petitions. Judge Robert D. Drain presides over the cases. At the time of the filing, E. 9th St. Holdings listed $8,850,000 in total assets and $6,020,000 in total liabilities. E. 10th St. Holdings listed $7,590,000 in total assets and $3,980,000 in total liabilities. 444 East 13 LLC disclosed $11,030,000 in total assets and $8,980,000 in total debts. The bankruptcy cases filed by the Debtors' affiliates that are still pending: Petition Debtor Court Case No. Date ------------------- ----- -------- --------- AC I Manahawkin LLC S.D.N.Y. 14-22793 6/04/14 AC I Toms River LLC S.D.N.Y. 16-22023 1/08/16 BCH Capital LLC S.D.N.Y. 17-22384 3/15/17 Cypress Way LLC S.D.N.Y. 17-22383 3/15/17 East Village Properties LLC, et al. S.D.N.Y. 17-22453 3/28/17 Romad Realty Inc. S.D.N.Y. 15-20007 9/28/15 West 41 Property LLC S.D.N.Y. 16-22393 3/25/16 444 EAST 13: E. 9th Files Chapter 11 Plan of Liquidation -------------------------------------------------------- E. 9th St. Holdings LLC filed with the U.S. Bankruptcy Court for the Southern District of New York a disclosure statement for its proposed plan of liquidation dated Nov. 17, 2017. The Plan is the result of a compromise of claims between the Debtor and E. Village Lender, the Debtor's senior secured creditor. The Plan provides for a sale of the Debtor's Property located at 51 East 10th Street, New York, New York to 332 East 9th LLC for a purchase price of $9,600,000, pursuant to the Contract of Sale which was entered into prior to the Petition Date and which contract is being amended to reflect the Debtor's bankruptcy status. Holders of Class 4 Unsecured Claims against the Debtor will receive, within 30 days of the Closing, Cash equal to 100% of their Allowed Claim, with post-petition interest at the federal judgment rate, from the Disbursing Agent. The Plan will be funded by the Sales Proceeds, the Debtor's Available Cash on the Closing, including all amounts available in the Debtor's debtor in possession bank account. These funds shall be utilized to satisfy payments due consistent with the terms of the Plan. A copy of the Disclosure Statement dated Nov. 17, 2017, is available at: http://bankrupt.com/misc/nysb17-23141-26-1.pdf About 444 East 13 LLC 444 East 13 LLC owns and operates a residential apartment building located at 444 East 13th Street in the east village neighborhood of Manhattan, New York. The property is valued at $11 million. E. 9th St. Holdings owns and operates a residential apartment building located at 332 East 9th Street in the east village neighborhood of Manhattan, New York, valued at $8.82 million. Meanwhile, E. 10th St. Holdings owns and operates a residential apartment building located at 251 East 10th Street in the east village neighborhood of Manhattan, New York, which is valued at $7.5 million. The properties are encumbered by mortgages to 444 Lender LLC and E. Village Lender LLC (assigned to Metropolitan Commercial Bank). E. 9th St. Holdings, E. 10th St. Holdings and 444 East sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case Nos. 17-23141 to 17-23143) on July 21, 2017. David Goldwasser, authorized signatory of GC Realty Advisors LLC, manager signed the petitions. Judge Robert D. Drain presides over the cases. At the time of the filing, E. 9th St. Holdings listed $8,850,000 in total assets and $6,020,000 in total liabilities. E. 10th St. Holdings listed $7,590,000 in total assets and $3,980,000 in total liabilities. 444 East 13 LLC disclosed $11,030,000 in total assets and $8,980,000 in total debts. The bankruptcy cases filed by the Debtors' affiliates that are still pending: Petition Debtor Court Case No. Date ------------------- ----- -------- --------- AC I Manahawkin LLC S.D.N.Y. 14-22793 6/04/14 AC I Toms River LLC S.D.N.Y. 16-22023 1/08/16 BCH Capital LLC S.D.N.Y. 17-22384 3/15/17 Cypress Way LLC S.D.N.Y. 17-22383 3/15/17 East Village Properties LLC, et al. S.D.N.Y. 17-22453 3/28/17 Romad Realty Inc. S.D.N.Y. 15-20007 9/28/15 West 41 Property LLC S.D.N.Y. 16-22393 3/25/16 ACADIANA MANAGEMENT: Files Chapter 11 Plan of Liquidation --------------------------------------------------------- Acadiana Management Group, LLC, and affiliates filed with the U.S. Bankruptcy Court for the Western District of Louisiana a disclosure statement relating to its chapter 11 plan of orderly liquidation. The Plan will not result in the merger or otherwise affect the separate legal existence of each Debtor, other than with respect to voting and distribution rights under the Plan. Allowed Claims held against one Debtor will be satisfied from the Assets of all Debtors and the Estates, and each Claim against a Debtor will be treated as a Claim against the consolidated Estate of all Debtors for all purposes including, but not limited to, voting and distribution; provided, however, that no Claim will receive value in excess of 100% of the Allowed amount of such Claim under the Plan. On the Effective Date, the authority, power, and incumbency of the Debtors will terminate, and vest in the Liquidation Trustee. The Liquidation Trustee will, among other things, (a) sell, lease, license, abandon or otherwise dispose of Liquidation Trust Assets; (b) prosecute through judgment and/or settling the Liquidation Trust Assets and any defense asserted by the Liquidation Trust in connection with any counterclaim or crossclaim asserted against the Liquidation Trust; (c) calculate and make distributions required under the Plan to be made from the Liquidation Trust Assets; (d) file all required tax returns, and paying obligations on behalf of the Liquidation Trust from the Liquidation Trust Assets; (e) otherwise administer the Liquidation Trust; (f) file quarterly reports with the Bankruptcy Court with respect to the expenditures, receipts, and distributions of the Liquidation Trust; and (g) perform such other responsibilities as may be vested in the Liquidation Trustee pursuant to the Liquidation Trust Agreement, the Confirmation Order, or as may be necessary and proper to carry out the provisions of the Plan relating to the Liquidation Trust. Class 6A, General Unsecured Claims, will receive payments from the Liquidating Trust, which will receive the Available Cash and Avoidance Action proceeds remaining in the Post-Effective Date Trust after payments to BOKF required above. Further, the Liquidating Trust will receive 1.5% of the Equity Interests in NewCo, and a warrant struck at a $25,000,000 equity valuation which, upon exercise, represents an additional 1.5% equity interest in NewCo. Class 6B, Critical Vendors named in the previously granted Critical Vendor Motion, will continue to receive 1/60th of their claims monthly until paid in full by NewCo, in accordance with the terms of the Critical Vendor Motion, and will not participate in the Liquidating Trust. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/lawb17-50799-478.pdf About Acadiana Management Acadiana Management and several affiliates sought Chapter 11 bankruptcy protection (Bankr. W.D. La. Lead Case No. 17-50799) on June 23, 2017. The petitions were signed by August J. Rantz, IV, president. Acadiana Management estimated assets of less than $50,000 and debt at $50 million and $100 million. Judge Robert Summerhays presides over the cases. Gold, Weems, Bruser, Sues & Rundell, serves as the Debtors' bankruptcy counsel. On July 28, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Susan Goodman was appointed as patient care ombudsman. ADVANCED CONTRACTING: Wants to Use Signature Bank's Cash Collateral ------------------------------------------------------------------- Advanced Contracting Solutions asks for authorization from the U.S. Bankruptcy Court for the Southern District of New York to use cash collateral through the day that is one-day after the date on which the Court schedules a continued hearing on the cash collateral motion, and to grant adequate protection to Signature Bank, N.A. Signature Bank is the Debtor's only traditional secured lender. On Sept. 28, 2017, following several years of positive relations, Signature Bank terminated all additional lending under its line of credit with the Debtor as a result of the entry of an approximately $76 million judgment entered against the Debtor by various union and benefit funds. On Oct. 6, 2017, Signature Bank froze the Debtor's operating account which it subsequently released in exchange for significant reductions to the Signature indebtedness. In the past four weeks, the Debtor has paid its line of credit with Signature down significantly and reduced its exposure from approximately $3 million to approximately $1.8 million. The Debtor requires the use of cash collateral to make its next regular payroll and make other necessary payments on an emergency basis. The Debtor does not have Signature's consent to do so at the time of filing, but intends to seek that consent prior to any emergency hearing. The Debtor further seeks authority to use cash collateral going forward on a final basis upon sufficient notice to parties in interest including any creditors' committee, if and when one is appointed by the U.S. Trustee. The Debtor proposes to grant to Signature, in all cases subject to the carve-out, continuing, valid, binding, enforceable and automatically perfected postpetition additional and replacement security interests in and liens and mortgages as follows: i. a first priority perfected security interest in, and lien and mortgage on, all prepetition and postpetition property of the Debtor, whether tangible or intangible, not subject to a valid, perfected, enforceable and unavoidable lien or security interest on the Petition Date; and ii. a junior perfected security interest in and lien and mortgage on all prepetition and postpetition property of the Debtor, whether tangible or intangible, that is subject to (i) a valid, perfected, enforceable and unavoidable consensual lien or security interest in existence on the Petition Date or (ii) a valid and unavoidable consensual lien or security interest in existence on the Petition Date that is perfected subsequent thereto as permitted by Section 546(b) of the U.S. Bankruptcy Code; provided, however, that subject to the carve-out, the adequate protection liens will be senior to any other liens, including, without limitation, any other adequate protection replacement liens. The adequate protection liens will not be secured by any avoidance actions under Chapter 5 of the Bankruptcy Code. As further adequate protection, the Debtor will pay $50,000 per week to Signature Bank in reduction of the principal prepetition obligations, plus approximately $9,000 each month in interest. The Debtor tells the Court that use of cash collateral will enable it to preserve, enhance, and realize the value of the cash collateral, by allowing it to continue operations in the near term, thereby enabling it the Debtor to continue to collect the proceeds of its ongoing construction projects. The anticipated receivables that will be generated from the Debtor's ongoing construction projects over the next seven weeks is approximately $18.6 million. The Debtor says that its ability to continue to create and collect receivables by continuing operations provides additional adequate protection. A copy of the Debtor's request is available at: http://bankrupt.com/misc/nysb17-13147-3.pdf About Advanced Contracting Solutions Advanced Contracting Solutions, LLC -- acsnyllc.com -- is a privately-held company in Bronx, New York, that provides antenna installation services. The Debtor is a large open-shop concrete foundation and concrete super-structure contractor. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 17-13147) on Nov. 6, 2017. Judge Sean H. Lane presides over the case. At the time of the filing, the Debtor disclosed that it had estimated assets of $10 million to $50 million and liabilities of $50 million to $100 million. Tracy L. Klestadt, Esq., Brendan M. Scott, Esq., and Fred Stevens, Esq., at Klestadt Winters Jureller Southard & Stevens, LLP, serve as the Debtor's bankruptcy counsel. AEROGROUP INT'L: Fee Examiner Taps Bielli & Klauder as Counsel -------------------------------------------------------------- The fee examiner appointed in Aerogroup International, Inc.'s Chapter 11 case seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire legal counsel. David Klauder proposes to employ Bielli & Klauder, LLC to, among other things, review fee applications; give advice on legal issues raised by bankruptcy professionals; and assist in the preparation of reports regarding professional fees and expenses. The attorneys and paraprofessionals proposed to represent the fee examiner and their hourly rates are: Thomas Bielli Member $350 Nella Bloom Of Counsel $325 Cory Stephenson Associate $205 Tyler Sacchetta Law Clerk $175 Alyssa Carillo Paralegal $150 Thomas Bielli, Esq., disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Bielli & Klauder can be reached through: Thomas D. Bielli, Esq. Nella Bloom, Esq. Cory Stephenson, Esq. Bielli & Klauder, LLC 1204 N. King Street Wilmington, DE 19801 Tel: (302) 803-4600 Fax: (302) 397-2557 Email: tbielli@bk-legal.com nbloom@bk-legal.com cstephenson@bk-legal.com About Aerogroup International Inc. Aerogroup International, Inc. -- http://www.aerosales.com/-- was established in 1987 through a buyout of the What's What division of Kenneth Cole. Doing business as Aerosoles, the company is a New Jersey-based women's footwear brand offering a wide array of footwear, including heels, flats, wedges, boots and sandals that appeal to broad consumer tastes. With plans to close 74 of 78 stores they are operating, Aerogroup International, Inc., and five affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-11962) on Sept. 15, 2017. The cases are pending before the Honorable Kevin J. Carey. Aerosoles disclosed $73 million in assets and $109 million in liabilities as of the Petition Date. Aerosoles' legal advisor in connection with the restructuring is Ropes & Gray LLP. The Debtors hired Bayard, P.A. as co-counsel; Berkeley Research Group, LLC as restructuring advisor; Piper Jaffray & Co. as investment banker; and EisnerAmper, LLC as accountant. Hilco Merchant Resources is assisting on store closings. Prime Clerk LLC is the claims and noticing agent. On Sept. 26, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee hired Cooley LLP as its lead counsel; Gellert Scali Busenkell & Brown, LLC as co-counsel with Cooley; Province Inc. as financial advisor. No trustee or examiner has been appointed. On Oct. 24, 2017, the Debtors filed the Debtors' Joint Plan of Reorganization. ALL SOD NURSERY: Taps Borro Tax Partners as Bookkeeper ------------------------------------------------------ All Sod Nursery Inc. received approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Borro Tax Partners LLC in connection with its Chapter 11 case. The services to be provided by the firm include general bookkeeping matters; preparation of annual tax returns; compiling and formatting data and analysis; preparing forecasts and budgets of Debtor's operations and cash flows; and assisting the Debtor's counsel in preparing a plan of reorganization. Jose Borro will be primarily responsible for providing the services. He will charge an hourly fee of $100. A staff bookkeeper and tax preparer may also work on the Debtor's file at hourly rates ranging from $75 to $100. Mr. Borro disclosed in a court filing that he and his firm have no connection with the Debtor or any of its creditors. The firm can be reached through: Jose Borro Borro Tax Partners LLC 8992 Cambria Cir#1602 Naples, FL 34113 About All Sod Nursery Inc. All Sod Nursery, Inc. operates a nursery located in Naples, Florida, where young, premature plants, shrubs and trees are grown until maturity and then offered for sale to the public. In addition to these products, the Company also sells sod and mulch to landscaping companies for larger projects. All Sod Nursery primarily operates out of its 4701 Radio Road location which acts as a "pick-up" retail location at which the plants, shrubs, trees, sod and mulch are sold. It provides delivery from this location for larger purchases. In addition to the Radio Road location, All Sod Nursery also utilizes land located at 1150 Pheasant Roost Trail, Naples, Florida, where it grows the plants, shrubs and trees until they are mature and ready for sale. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 17-07361) on August 21, 2017. At the time of the filing, the Debtor estimated assets and liabilities of less than $1 million. Judge Caryl E. Delano presides over the case. Dal Lago Law represents the Debtor as bankruptcy counsel. ANDEAVOR LOGISTICS: Fitch Rates Preferred Equity Units 'BB' ----------------------------------------------------------- Fitch Ratings has assigned a 'BB' rating to Andeavor Logistics' (ANDX) issuance of perpetual preferred units. The series A preferred units will represent perpetual equity interest in ANDX and will rank junior to all of its existing and future indebtedness and senior to its common units. Proceeds from the offering are to be used for the redemption of the 2022 notes, repayment of credit facility borrowings and for general partnership purposes. The preferred units have been assigned 50% equity credit under Fitch's hybrids criteria. KEY RATING DRIVERS Asset Profile Integrated with ANDV: ANDX has a significant logistics footprint in the western U.S. Following the acquisition of Western Refining Logistics, LP (NYSE: WNRL), it will have over 6,500 miles of crude, refined product and natural gas pipelines. more than 38 million barrels of storage capacity, 42 terminals, 82,000 barrels of wholesale distribution per day, and processing capacity of 1.6 billion cubic feet (bcf) per day. Many of these assets are highly integrated with ANDX's operations, providing greater visibility on throughput and cash flows. During the first half of 2017 (1H17), its sponsor Andeavor (ANDV; BBB-/Stable) accounted for approximately half of ANDX's revenues. Stable Cash Flow Characteristics: ANDX has a diversified fee-based business, with stable revenue characteristics. With the acquisition of WNRL, exposure to commodity prices is expected to remain in the low single digits. On a pro forma basis, Fitch expects ANDX to have over $1 billion in annual EBITDA. Cash flows are expected to remain stable. Fitch expects ANDX will continue to fund growth projects using a mix of debt and equity, targeting distribution coverage of approximately 1.1x and leverage at or below 4.0x, which appears achievable. Beneficial Relationship with ANDV: The relationship with ANDV provides several benefits to ANDX. These include high visibility on throughput volumes and industry activity levels, and an inventory of assets available for dropdown to ANDX. ANDV accounted for approximately half of ANDX's revenues in 1H17 and provides minimum volume commitments on several key systems. ANDV bears the majority of commodity risk that ANDX would otherwise face via a keep-whole agreement between ANDX and ANDV. There is very little direct commodity price exposure at ANDX, and on a pro forma basis it is expected to remain in the low single digits. Western Logistics Acquisition Complete: On Oct. 30, 2017, ANDX completed its acquisition of WNRL in a unit-for-unit transaction with assumption of $298 million of net debt for a total enterprise value of approximately $1.7 billion. ANDX also issued 78 million of its common units to ANDV in exchange for the cancellation of ANDX incentive distribution rights and the conversion of its economic general partner interest into a non-economic GP interest. ANDV will continue to own the non-economic GP interest and common units representing approximately 59% of the common units outstanding. Improving Metrics in Forecast: Fitch expects EBITDA growth to continue as additional capacity is built into the ANDX system or acquired via asset dropdowns from ANDV. Fitch's EBITDA forecast of approximately $1.2 billion in 2018 positions ANDX well relative to other investment-grade logistics master limited partnerships (MLPs). Fitch expects leverage to remain below 4.0x in 2018, based on increased EBITDA from acquisitions including WNRL, and expected dropdowns from ANDV. Liquidity should remain adequate over the forecast period, as committed capital requirements are light. DERIVATION SUMMARY The 'BBB-' rating reflects ANDX's size and scale, which will grow with the acquisition of WNRL. The rating also reflects the stable cash flows and benefits provided by its relationship with ANDV, decent visibility on growth opportunities, which should offset any potential weakness in the gathering and processing operations, and adequate liquidity given low capex requirements and minimal projected cash flow volatility. ANDX's leverage for the LTM ending June 30, 2017 was 4.9x, above 'BBB-' rated midstream energy refining MLP peer Valero Energy Partners LP (VLP; BBB-/Stable), but in line with MPLX LP (BBB-/Stable), which also has elevated leverage. On a pro forma basis for the WNRL acquisition, Fitch forecasts that leverage will fall in a range of 4.0x-4.2x by the end of 2017, which is strong relative to other 'BBB-' midstream energy issuers. ANDX has a solid financial profile and targets leverage to be approximately 4.0x and distribution coverage to be approximately 1.1x. ANDX is smaller in size and scale and is less diversified than its peer MPLX. ANDX is larger in size and scale and has more diversity than VLP. VLP's leverage is lower and its cash flows are stable. KEY ASSUMPTIONS Fitch's key assumptions within its rating case for the issuer include: -- Crude and natural gas prices set at Fitch's Base Case (long- term WTI at $55/bbl, long-term Henry Hub of $3.25/mcf); -- Dropdowns from ANDV funded approximately 50-50 debt and equity, at 8.5x EBITDA; -- No material third-party acquisitions. RATING SENSITIVITIES Future Developments That May, Individually or Collectively, Lead to Positive Rating Action -- Asset and business-line expansion leading to a more diversified cash flow profile; -- Debt/EBITDA sustained at or below 3.5x; -- A rating upgrade at parent company ANDV. An upgrade to 'BBB' would most likely be driven by a permanent reduction in balance sheet debt and run-rate leverage targets, or potentially by a substantial increase in cash flow volume and diversification. While the ratings of ANDV and ANDX are not explicitly linked, an upgrade for ANDV could motivate an upgrade for ANDX if the underlying business fundamentals and outlook were sufficiently strong. Future Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Debt/EBITDA sustained above 4.5x or distribution coverage sustained below 1.0x; -- Material unfavorable changes in sponsor support, contract mix or throughput volumes; -- Adoption of a growth-funding strategy that does not include a significant equity component. In the event of a downgrade at parent ANDV, Fitch would examine the cash flow fundamentals at each of the ANDX segments to determine if weakness at ANDV had a material effect on ANDX (e.g. an expectation of permanently lower throughput volumes on ANDX systems, rather than lower refining gross margins in the short run or increases in ANDV debt). SUFFICIENT LIQUIDITY Fitch believes that ANDX's liquidity profile is adequate. As of Sept. 30, 2017, the partnership had $16 million in cash, $565 million available on the $600 million revolving credit facility, and full availability on its $1 billion dropdown credit facility, leading to total liquidity of approximately $1.6 billion. The partnership's maturity schedule is manageable, both credit facilities mature on Jan. 29, 2021, and capex requirements are fairly light over the forecast period. FULL LIST OF RATING ACTIONS Fitch has assigned the following ratings: Andeavor Logistics LP -- Series A perpetual preferred units 'BB'. Fitch currently rates Andeavor Logistics as follows: Andeavor Logistics LP -- Long-Term IDR at 'BBB-'; -- Senior unsecured notes at 'BBB-'; -- Senior unsecured revolver at 'BBB-'. The Rating Outlook is Stable. ANDEAVOR LOGISTICS: Moody's Assigns Ba3 Preferred Stock Rating -------------------------------------------------------------- Moody's Investors Services assigned a Ba3 rating to Andeavor Logistics LP's (ANDX) proposed preferred equity and affirmed its Ba1 Corporate Family Rating (CFR), Ba1-PD Probability of Default Rating, Ba1 senior unsecured rating, and SGL-3 Speculative Grade Liquidity rating. The proceeds from this offering are mainly expected to be used to redeem ANDX's 6.250% senior notes due 2022 and to repay revolver borrowings. The outlook remains positive. Assignments: Issuer: Andeavor Logistics LP -- Pref. Stock Preferred Stock, Assigned Ba3 (LGD6) Outlook Actions: Issuer: Andeavor Logistics LP -- Outlook, Remains Positive Affirmations: Issuer: Andeavor Logistics LP -- Probability of Default Rating, Affirmed Ba1-PD -- Speculative Grade Liquidity Rating, Affirmed SGL-3 -- Corporate Family Rating (Local Currency), Affirmed Ba1 -- Senior Unsecured, Affirmed Ba1 (LGD4) RATINGS RATIONALE The proposed preferred units are rated Ba3, two notches below the Ba1 CFR, reflecting their subordination to all of the company's existing senior unsecured notes and the unsecured revolving credit facility. ANDX's senior unsecured notes are rated Ba1, at the same level as the Ba1 CFR, due to the unsecured nature of the company's capital structure. ANDX's senior unsecured notes are no longer contractually subordinated to its $1.6 billion revolving bank credit facilities due 2021 following the receipt of lender consent to enable security fall-away. On October 30, 2017 ANDX closed the acquisition of Western Refining Logistics, LP (WNRL, unrated). ANDX's Ba1 CFR reflects its improved scale and geographic reach following the acquisition, a more diverse customer mix, its moderate debt leverage and the elimination of uncertainty regarding Andeavor's (ANDV, Baa3 stable) plans for the management of the two master limited partnerships (MLPs). ANDX's CFR also reflects its stable cash flow from meaningful levels of long-term, fee-based contracts with minimum volume commitments, and the growth potential from further asset dropdowns and organic projects. The buy-in of ANDV's IDRs has simplified the combined entities' corporate structure. ANDX's ratings recognize its importance to ANDV, as the MLP provides critical infrastructure to ANDV's core refining operations and a coordinated growth strategy. Additional support from ANDV is derived from supportive contract structures and its sizeable ownership stake in ANDX. The rating is restrained by ANDX's relatively short track record of owning/operating assets generating third-party revenues, volumetric risk in its gathering and processing segment, historically high distributions associated with its MLP structure, and modest execution risk pertaining to the integration of WNRL. The positive outlook reflects the predominately fee-based cash flow stream generated by ANDX's growing asset base, and Moody's expectation that ANDX will successfully execute its continuing growth program while avoiding adding incremental debt leverage in doing so. The ratings could be upgraded to Baa3 presuming ANDX minimizes the execution risk associated with its rapid growth, and there is no dilution in ANDX's largely fee-based asset base while maintaining a favorable business risk profile. Debt/EBITDA consistently inside 4x and distribution coverage of 1.1x or better would also be required for an upgrade. Ratings could be downgraded if debt/EBITDA exceeded 5x or if continued expansion of ANDX's asset base weakened its business risk profile. If ANDV's Baa3 rating was downgraded, this would also pressure ANDX's ratings. The principal methodology used in these ratings was Midstream Energy published in May 2017. Andeavor Logistics LP is a master limited partnership headquartered in San Antonio, Texas. Its general partner is held by Andeavor (Baa3 stable), also headquartered in San Antonio. ANDEAVOR LOGISTICS: S&P Rates Series A Preferred Units 'BB' ----------------------------------------------------------- S&P Global Ratings assigned its 'BB' issue-level rating to Andeavor Logistics L.P.'s proposed series A fixed-to-floating rate cumulative redeemable perpetual preferred units. S&P has assigned intermediate equity credit (50%) to the issuance because it believes that it meets its requirements for permanence, subordination, and deferability. The partnership intends to use the net proceeds from the issuance to redeem all or a portion of its 6.25% senior notes due 2022, repay amounts outstanding under its credit facility, and for general partnership purposes. San Antonio-based Andeavor Logistics L.P. (BBB-/Stable/--) is a midstream energy partnership that gathers, transports, and stores crude oil and distributes, transports, and stores refined products. The partnership also owns and operates six natural gas processing complexes and one fractionation facility. Ratings List Andeavor Logistics L.P. Corporate Credit Rating BBB-/Stable/-- New Rating Andeavor Logistics L.P. Series A preferred units BB AQUION ENERGY: Exclusive Plan Filing Extended to Feb. 1 ------------------------------------------------------- The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware has extended, at the behest of AEI Winddown, Inc. fka Aquion Energy, Inc., the exclusive periods for the Debtor to file a plan of reorganization and obtain acceptances of the plan through and including Feb. 1, 2018, and April 3, 2018, respectively. As reported by the Troubled Company Reporter on Nov. 7, 2017, the Debtor, throughout its Chapter 11 proceeding, has worked closely with the Official Committee of Unsecured Creditors and other significant parties in interest. The Debtor has made substantial progress towards achieving its Chapter 11 goals, and is nearing the end of this process. The Debtor merely requires additional time in order to maximize the value of its estate. About Aquion Energy Pittsburgh, Pennsylvania-based Aquion Energy Inc., now known as AEI Winddown, Inc., manufactures saltwater Batteries with a proprietary, environmentally-friendly electrochemical design. Aquion was founded in 2008 and had its first commercial product launch in 2014. Designed for stationary energy storage in pristine environments, island locations, homes, and businesses, its batteries have been Cradle to Cradle Certified, an environmental sustainability certification that has never previously been given to a battery producer. Aquion Energy filed a Chapter 11 petition (Bankr. D. Del. Case No. 17-10500) on March 8, 2017. Suzanne B. Roski, the CRO, signed the petition. The Debtor estimated $10 million to $50 million in assets and liabilities. Judge Kevin J. Carey presides over the case. The Debtor tapped Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, as counsel, and Suzanne Roski of Protiviti, Inc., as chief restructuring officer. The Debtor also engaged Kurtzman Carson Consultants, LLC, as claims and noticing agent. The official committee of unsecured creditors formed in the case has retained Lowenstein Sandler LLP as counsel, and Klehr Harrison Harvey Branzburg LLP as Delaware co-counsel. ARIZONA - FOR BETTER: Voluntary Chapter 11 Case Summary ------------------------------------------------------- Debtor: Arizona - For Better Business Association, LLC dba Dvine Bistro c/o Robert Coulson 7944 E. Lakeview Ave. Mesa, AZ 85209 Business Description: Based in Mesa, Arizona, Arizona - For Better Business Association L.L.C., founded in 2010, is a privately held company in the professional, labor, political, and similar organizations industry. The company's principal place of business is 3990 S. Alma School Rd., #3, Chandler AZ 85248. Chapter 11 Petition Date: November 28, 2017 Case No.: 17-14075 Court: United States Bankruptcy Court District of Arizona (Phoenix) Judge: Hon. Eddward P. Ballinger Jr. Debtor's Counsel: Don C. Fletcher, Esq. LAKE & COBB, PLC 1095 West Rio Salado Parkway #206 Tempe, AZ 85281 Tel: 602-523-3000 Fax: 602-523-3001 Email: dfletcher@lakeandcobb.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Robert E. Coulson, managing member. The Debtor failed to include a list of the names and addresses 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/azb17-14075.pdf ASTERIA INC: Unsecureds to be Paid $100 Monthly for 60 Months ------------------------------------------------------------- Asteria, Inc., filed with the U.S. Bankruptcy Court for the District of Arizona a disclosure statement for its proposed plan of reorganization, which provides for repayment of all claims against the Debtor. Class 4 under the plan consists of the general unsecured claimants. All allowed Class 4 claims will be paid in the amount of $100 per month for a period of 60 months commencing the first full month following the Effective Date. The Plan will be funded and made feasible from the net income derived by Debtor the operation of its Greek Restaurant. A non-debtor third party will, upon the earlier of the effective date or the court’s approval of allowed administrative expenses, satisfy the amount necessary to satisfy the holders of Class 3 claims and fund any deficit in the first month following the Confirmation Date in order to pay outstanding fees owed to the Office of the United States Trustee, pay allowed administrative claims of professionals and pay administrative claims of non-professionals. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/azb4-17-05457-52.pdf About Asteria, Inc. Asteria, Inc. filed a Chapter 11 bankruptcy petition (Bankr. D.Ariz. Case No. 17-05457) on May 17, 2017. Charles R. Hyde, Esq., at The Law Offices of C.R. Hyde, PLC serves as bankruptcy counsel. The Debtor's assets and liabilities are both below $1 million. B & B METALS: December 22 Plan Voting Deadline ---------------------------------------------- B & B Metals, Inc., files with the U.S. Bankruptcy Court for the Central District of Illinois an amended disclosure statement describing its plan of reorganization dated November 9, 2017. Ballots must be received by December 22, 2017. Under the Plan, the general unsecured creditors are classified in Class 2, which consists of the claim of U.S. Auctioneers, Inc. in the amount of $11,606.40. Class 2 will receive a distribution of 21.681% of their allowed claims to be distributed as follows: Treatment A: If U.S. Auctioneers is deemed corporate debt, Class 2 will be paid $90.16 quarterly for a period of 5 years, then that amount will be increased to $490.16 quarterly for the remaining 5 years. Treatment B: If U.S. Auctioneers is deemed an independent debt and not corporate debt, then Class 2 will receive nothing. A full-text copy of the Debtor's Amended Plan of Reorganization, dated November 7, 2017, is available for free at https://is.gd/1ccBrH A full-text copy of the Debtor's Amended Disclosure Statement is available at https://is.gd/gKqEXe About B & B Metals B & B Metals, Inc., sought Chapter 11 protection (Bankr. C.D. Ill. Case No. 17-80859) on June 9, 2017. The petition was signed by Larry Beam, President. The Debtor estimated assets of less than $100,000 and liabilities of less than $500,000. The Debtor tapped Justin Raver, Esq., at Barash & Everett, LLC, as counsel. Since 2012, the Debtor has been in the business of scrapping semi-trailers, selling various parts including the tires, rims, and suspension equipment as well as refrigeration units and then scrapping the remaining metals and selling to regional scrap yards. An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of B & B Metals, Inc. as of July 26, according to a court docket. BARONG LLC: Disclosures OK'd; Plan Confirmation Hearing on Jan. 3 ----------------------------------------------------------------- The Hon. Elizabeth E. Brown of the U.S. Bankruptcy Court for the District of Colorado has approved Barong, LLC, and SiSu Too, LLC's amended joint disclosure statement in support of the Debtor's second amended joint plan of reorganization dated Aug. 14, 2017. A hearing for consideration of confirmation of the Plan and objections is set for Jan. 3, 2018, at 10:00 a.m. On Dec. 18, 2017, any objection to confirmation of the Plan must be filed with the Court. Ballots accepting or rejecting the Plan must be submitted by the holders of all claims or interests by 5:00 p.m. on Dec. 18, 2017. As reported by the Troubled Company Reporter on Nov. 16, 2017, the Debtors filed with the Court an amended joint disclosure statement dated Oct. 30, 2017, to accompany the Debtors' amended joint plan of reorganization dated Aug. 28, 2017, which states that the Class 2 and 6 claims of Vail Village Plaza Condominium Association will continue to be secured by the real property located in Vail, Colorado, with an address of 100 East Meadow Drive, Units 2,3,5,6B,6C, and 9, and real property consisting of five parking spaces located in Vail, Colorado, as appropriate, and paid in the amounts of $30,330 for Class 2 and $1,510.60 for Class 6, or lesser amount as otherwise agreed by the Debtor and the Class 2 and 6 claimants, upon the sale or refinance of the Properties in the order of priority as determined by applicable law. The Properties will be sold or refinanced no later than June 30, 2018, or at a later date if agreed by the Class 2 and 6 claimants. A copy of the Amended Disclosure Statement is available at: http://bankrupt.com/misc/cob17-14551-158.pdf About Barong LLC Barong, LLC, based in Avon, Colorado, filed a Chapter 11 petition (Bankr. D. Colo. Case No. 17-14551) on May 16, 2017. The Hon. Elizabeth E. Brown presides over the case. Jenny M. Fujii, Esq., at Kutner Brinen, P.C., serves as bankruptcy counsel. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Shaon Mou, manager. About SiSu Too, LLC SiSu Too, LLC, based in Avon, Colorado, filed a Chapter 11 petition (Bankr. D. Colo. Case No. 17-14555) on May 16, 2017. The Hon. Elizabeth E. Brown presides over the case. Jenny M. Fujii, Esq, at Kutner Brinen, P.C., serves as bankruptcy counsel. In its petition, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The petition was signed by Sharon Mou, manager. The Debtor has filed a bankruptcy petition within the past eight years in the District of Colorado or there is a related case pending in the District under Case No. 17-14551 EEB. Pursuant to L.B.R. 1073-1, this case has been reassigned to the judge that heard or is assigned the previous case. Judge Brown was added to the case and the involvement of Judge Michael E. Romero was terminated. BEARCAT ENERGY: Lost Cabin Leaves Creditor's Panel -------------------------------------------------- The Office of the U.S. Trustee on Nov. 27 informed the U.S. Bankruptcy Court for the District of Colorado that Lost Cabin Gas, LLC, is no longer a member of the official committee of unsecured creditors in the Chapter 11 case of Bearcat Energy LLC. Lost Cabin resigned from the committee on November 21. The remaining committee members are Magna Energy Services, LLC, and Argo Partners. About Bearcat Energy Bearcat Energy LLC, owner of coal bed methane wells, equipment and related fixtures located in the State of Wyoming, filed a Chapter 11 petition (Bankr. D. Colo. Case No. 17-12011) on March 14, 2017. The petition was signed by Keith J. Edwards, CEO. The Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities as of the bankruptcy filing. The Hon. Elizabeth E. Brown presides over the case. Kenneth J. Buechler, Esq., at Buechler & Garber, LLC, serves as bankruptcy counsel. On April 20, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. BICOM NY: Has Until Feb. 5 to Exclusively File Plan --------------------------------------------------- The Hon. Michael E. Wiles of the U.S. Bankruptcy Court for the Southern District of New York has extended, at the behest of BICOM NY, LLC, and its debtor-affiliates, the exclusive period for the Debtors to file a plan of reorganization until Feb. 5, 2018, and to solicit acceptance of that plan until April 6, 2018. As reported by the Troubled Company Reporter on Nov. 13, 2017, the Debtors sought the extension, telling the Court they require additional time to negotiate and prepare a plan and disclosure statement that provide adequate information. The general bar date is Nov. 30, 2017. The Debtors said they cannot possibly provide adequate information in a disclosure statement as required by Section 1125(a) of the U.S. Bankruptcy Code without "understand[ing] the number, nature, and amount of valid claims against the estate." Once the General Bar Date passes, the Debtors will need a reasonable amount of time to review and evaluate those claims. About Bicom NY LLC BICOM NY, LLC dba Jaguar Land Rover Manhattan -- http://www.landrovermanhattan.com/-- is a dealer of Jaguar and Land Rover cars in New York City. ISCOM NY, LLC dba Maserati of Manhattan -- http://www.maseratiofmanhattan.com/-- is a retailer of Maserati cars in New York City. BICOM NY, and ISCOM NY and related entity Bay Ridge Automotive Company, LLC, sought Chapter 11 protection (Bankr. S.D.N.Y. Case Nos. 17-11906 to 17-11908) on July 10, 2017. The petitions were signed by Gary B. Flom, manager. BICOM NY disclosed $37.37 million in total assets and $12.17 million in total liabilities as of the bankruptcy filing. ISCOM NY disclosed $4.85 million in total assets and $5.33 million in total liabilities. Judge Michael E. Wiles presides over the cases. Eric J. Snyder, Esq., at Wilk Auslander LLP, represents the Debtors as bankruptcy counsel. The Debtors hired Aboyoun & Heller, LLC, as special counsel; and JND Corporate Restructuring as administrative agent. On July 31, 2017, the U.S. Trustee for Region 2 appointed an official committee of unsecured creditors. Moses & Singer, LLP, represents the committee as legal counsel. BIOSCRIP INC: Reports $15.1 Million Net Loss for Third Quarter -------------------------------------------------------------- BioScrip, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss attributable to common stockholders of $15.08 million on $198.69 million of net revenue for the three months ended Sept. 30, 2017, compared to a net loss attributable to common stockholders of $13.57 million on $224.54 million of net revenue for the same period in 2016. For the nine months ended Sept. 30, 2017, the Company reported a net loss attributable to common stockholders of $68.57 million on $634.60 million of net revenue compared to a net loss attributable to common stockholders of $35.74 million on $695.46 million of net revenue for the same period in 2016. As of Sept. 30, 2017, Bioscrip had $590.24 million in total assets, $588.80 million in total liabilities, $2.73 million in series A convertible preferred stock, $76.70 million in series C convertible preferred stock, and a total stockholders' deficit of $77.99 million. "BioScrip delivered adjusted EBITDA of $13.0 million during the third quarter of 2017, while completing the UnitedHealthcare contract transition and enduring disruption from both Hurricane Harvey and Hurricane Irma, which impacted 12 of our branches," said Daniel E. Greenleaf, president and chief executive officer. "I am extremely proud of the significant progress the team has made on the turnaround plan since I joined the company just over a year ago. The turnaround plan is on schedule, driven by success in our CORE initiatives which has driven much improved and sustainable profitability and cash flow. With the UnitedHealthcare contract transition complete, we look forward to Core revenue acceleration." The Company has updated its revenue guidance for the full year 2017 to a range of $805.0 million to $810.0 million, reflecting the disruption from the hurricanes and the UnitedHealthcare contract transition during the third quarter, and the resulting lower patient census to begin the fourth quarter. The Company has also updated its adjusted EBITDA guidance to a range of $42.0 million to $44.0 million for full-year 2017, reflecting the third quarter results and the impact of updated revenue guidance for 2017. The Company expects to incur restructuring expenses in a range of $11.5 million to $12.0 million in 2017. A full-text copy of the Form 10-Q is available for free at: https://is.gd/BxHZm9 About BioScrip, Inc. Headquartered in Denver, Colo., BioScrip, Inc., is an independent national provider of infusion and home care management solutions, with approximately 2,200 teammates and nearly 80 service locations across the U.S. BioScrip partners with physicians, hospital systems, payors, pharmaceutical manufacturers and skilled nursing facilities to provide patients access to post-acute care services. BioScrip operates with a commitment to bring customer-focused pharmacy and related healthcare infusion therapy services into the home or alternate-site setting. By collaborating with the full spectrum of healthcare professionals and the patient, BioScrip provides cost-effective care that is driven by clinical excellence, customer service, and values that promote positive outcomes and an enhanced quality of life for those it serves. BioScrip incurred a net loss attributable to common stockholders of $50.59 million for the year ended Dec. 31, 2016, compared to a net loss attributable to common stockholders of $309.51 million for the year ended Dec. 31, 2015. * * * Moody's Investors Service affirmed BioScrip, Inc.'s 'Caa2' Corporate Family Rating. BioScrip's Caa2 CFR reflects the company's very high leverage and weak liquidity, as reported by the TCR on Aug. 3, 2017. In July 2017, S&P Global Ratings affirmed its 'CCC' corporate credit rating on BioScrip Inc. and removed the rating from CreditWatch, where it was placed with negative implications on Dec. 16, 2016. The outlook is positive. "The rating affirmation reflects our view that, although BioScrip addressed its upcoming maturities by refinancing its senior secured credit facilities and improved its liquidity position, the company's credit measures will remain weak in 2017 with debt leverage of about 14x (including our treatment of preferred stock as debt) and funds from operations (FFO) to debt in the low single digits. We expect the company to use about $15 million - $20 million of cash in 2017, inclusive of cash charges associated with restructuring following the recently announced United Healthcare contract termination." BMC SOFTWARE: Moody's Affirms B3 CFR & Cuts Unsec. Notes to Caa2 ---------------------------------------------------------------- Moody's Investors Service affirmed BMC Software Finance, Inc.'s B3 Corporate Family Rating but downgraded its and its affiliates existing unsecured notes to Caa2 from Caa1. Moody's also affirmed secured debt ratings. The company is raising new secured and unsecured debt to refinance its parent company's PIK Toggle Notes (approximately $604 million outstanding) The downgrade in the unsecured ratings reflects the larger proportion of operating company unsecured debt in the capital structure. The parent company debt previously absorbed a significant proportion of losses in a default scenario. The ratings outlook remains stable. RATINGS RATIONALE BMC's B3 corporate family rating is driven by very high leverage (over 8x as of September 30, 2017) as a result of the 2013 private equity led buyout and subsequent dividend as well as the very limited proportion of equity in the capital structure. The ratings also consider the strength of BMC's market position as a leading independent provider of IT systems management software solutions, the resiliency of its high-margin mainframe software business and resultant cash generating capabilities. BMC's mainframe business is estimated to generate approximately half of the company's operating profit and cash flow, however, it is a flat to modestly declining business. BMC's free cash flow is generally positive but it can swing based on renewal cycles resulting in between 0% and 5% free cash flow to debt levels. The ratings also reflect the challenges of navigating an evolving IT management market and continually restructuring the business. The IT management software industry is evolving to adapt to the growing complexity of cloud based, privately hosted, and on-premise IT environments and the established players such as BMC, CA Inc., IBM and HP Enterprise face increased competition from growing SaaS only players. Given the evolving nature of the industry, there remains significant risk that leverage and free cash flow could weaken. The stable ratings outlook reflects Moody's expectation that despite the very high debt load and competitive challenges, free cash flow levels will remain solid over the next 24 months and the company will have sufficient liquidity to fund all its operating needs and debt obligations. Ratings could be upgraded if the company demonstrates modest growth, leverage declines to less than 7x and free cash flow to debt averages greater than 5% through the renewal cycle. The ratings could be downgraded if leverage is expected to be sustained above 8x or free cash flow to debt is negative on other than a temporary basis. Liquidity is expected to be good based on healthy levels of cash on hand ($579 million as of September 30, 2017), $310 million of revolver capacity and an expectation of solid free cash flow over the next 24 months. Downgrades: Issuer: BMC Software Finance, Inc -- Senior Unsecured Regular Bond/Debenture, Downgraded to Caa2 (LGD5) from Caa1 (LGD5) Issuer: BMC Software Inc. -- Senior Unsecured Regular Bond/Debenture, Downgraded to Caa2 (LGD5) from Caa1 (LGD5) Outlook Actions: Issuer: BMC Software Finance, Inc -- Outlook, Remains Stable Affirmations: Issuer: BMC Software Finance, Inc -- Probability of Default Rating, Affirmed B3-PD -- Corporate Family Rating, Affirmed B3 -- Senior Secured Bank Credit Facility, Affirmed B1 (LGD3 from LGD2) Issuer: ESM Foreign Holdco, Inc. -- Senior Secured Bank Credit Facility, Affirmed Ba3 (LGD2) BMC Software Finance, Inc. is the entity set up by a group of private equity firms led by Bain Capital and Golden Gate Capital to acquire BMC Software, Inc. BMC is a provider of a broad range of IT management software tools and had revenues of $1.8 billion for the twelve months ended September 30, 2017. The company is headquartered in Houston, TX. The principal methodology used in these ratings was Software Industry published in December 2015. BOND AND COMPANY: Store Closing Sales Delay Plan Filing ------------------------------------------------------- Bond and Company, Jewelers Inc., asks the U.S. Bankruptcy Court for the Middle District of Florida to extend the exclusive periods for the Debtor to file a plan of reorganization through and including Jan. 12, 2018. The Debtor also asks that the Court extend through and including confirmation of the plan the exclusivity period during which only the Debtor may solicit acceptances of the plan. The Court established Nov. 24, 2017, as the deadline for the Debtor to file a plan and disclosure statement. The period for the Debtor to solicit acceptances of a plan would expire on Jan. 23, 2018. The Debtor is running court-approved store closing sales in its four traditional stores under the store closing sale court order and is restructuring its operations around its Pandora locations. The Debtor needs additional time in order to complete the store closing sales before proposing a plan, which will bring more certitude to the Debtor's ability to proposed terms for the treatment of various classes of claims. The Debtor has discussed its requested extension with Synovus Bank, N.A., the Debtor's largest creditor and senior secured lender, who does not oppose the relief requested. A copy of the Debtor's request is available at: http://bankrupt.com/misc/flmb17-06561-100.pdf About Bond and Company Jewelers Inc. Headquartered in St. Petersburg, Florida, Bond and Company, Jewelers, Inc. -- dba Bond Jewelers, Bond Diamonds, and Pandora -- sells various kinds of jewelries with store branches in St. Petersburg, Brandon and Sarasota Florida. bonddiamonds.com, a dynamic online jewelry commerce site, is the online marketing arm of Bond Diamonds and Bond Jewelers. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 17-06561) on July 27, 2017, estimating its assets and liabilities at between $1 million and $10 million. The petition was signed by Marvin K. Shavlan, its president. Scott A. Stichter, Esq., at Stichter, Riedel, Blain & Postler, P.A., serves as the Debtor's bankruptcy counsel. The Debtor hired CBIZ MHM, LLC as its accountant. BOWER CONTRACTING: D. Bower to Continue as President Under New Plan ------------------------------------------------------------------- Bower Contracting Inc. and its president, David Bower filed with the U.S. Bankruptcy Court for the District of Colorado a second amended joint disclosure statement to accompany its joint plan of reorganization dated Sept. 28, 2017. Class I under the second amended plan consists of those unsecured creditors of Bower who hold Allowed Claims. The total amount of Class I Claims currently asserted against the estate is approximately $163,417.72. Bower has filed an Objection to Proof of Claim No. 6-1 filed by Joe Slane. If Bower prevails in his Objection, Joe Slane's Claim will be disallowed in its entirety, reducing the total amount of general unsecured claims to $30,679.78. Class I will receive a pro rata distribution of $550 of disposable monthly income generated by the Bower over the five year period following the Effective Date of the Plan less any amount required to pay Unclassified Priority Claims that agree to accept deferred payment. In accordance with 11 U.S.C. section 1129(a)(15), Bower is contributing at disposable income in an amount greater than he would be required to contribute pursuant to 11 U.S.C. section 1325(a). The total amount of unsecured claims asserted by creditors of Mr. Bower in the previous plan is approximately $181,573.63. If Joe Slane's claim is allowed in its entirety, the total unsecured claims in Class I will be $163,417.72 and Class I Creditors will receive approximately 20% on account of their claims. If Joe Slane's claim is disallowed in its entirety, the total unsecured claims in Class I will be $430,679.78 and Class I Creditors will be paid in full. On the Effective Date of the Plan, David Bower will continue as the president of BCI to execute the provisions of the Plan and to manage BCI's day to day operations. As the president of BCI, Bower will receive a pre-tax salary in the amount of approximately $79,300 per year. A full-text copy of the Second Amended Joint Disclosure Statement is available at: http://bankrupt.com/misc/cob16-21735-116.pdf About Bower Contracting Based in Mosca, Colorado, Bower Contracting, Inc. and David Ray Bower, president, filed Chapter 11 petitions (Bankr. D. Colo. Case No. 16-21735 and 16-21737) on December 2, 2016. In its petition, Bower Contracting estimated assets of less than $50,000 and liabilities of $1 million to $10 million. The petition was signed by Mr. Bower. Judge Thomas B. McNamara presides over the cases. Jeffrey S. Brinen, Esq. of Kutner Brinen, P.C. serves as bankruptcy counsel. A list of the Debtor's two unsecured creditors is available for free at http://bankrupt.com/misc/cob16-21735.pdf No official committee of unsecured creditors has been appointed in the Debtors' cases. BREITBURN ENERGY: Surety Objects to Plan's Third-Party Releases --------------------------------------------------------------- U.S. Specialty Insurance Company and American Contractors Indemnity Company, for and on behalf of their affiliated sureties, file with the U.S. Bankruptcy Court for the Southern District of New York their objections regarding the deficiencies in the Disclosure Statement and Plan filed by Breitburn Energy Partners LP and its affiliates. Surety issued Bonds to Debtors and their affiliates by virtue of, among other things, the Indemnity Agreements. The Surety asserts that the Indemnity Agreements and Bonds are financial accommodation contracts through which the Bonds, among other things, are issued and controlled, and thus these contracts may not be assumed or assigned without prior consent of the Surety. Bonds are considered "financial accommodations" because they represent obligations to pay money based on the obligations of another. Section 365 (c)(2) of the Bankruptcy Code specifically prohibits Debtors from assuming certain contracts, which provides: "(c) The trustee may not assume or assign any executory contract or unexpired lease of the debtor, whether or not such contract or lease prohibits or restricts assignment of rights or delegation of duties, if…. (2) such contract is a contract to make a loan, or extend other debt financing or financial accommodations, to or for the benefit of the debtor, or to issue a security of the debtor." The Surety contends that the Plan allows the Debtors to add or remove an unexpired lease or contract from a proposed schedule up and until the Confirmation Hearing for purposes of assuming or rejecting said contract. The Surety argues that such timing does not give the creditor a way to properly assess its position in the case or otherwise have sufficient time to object to the Debtors' treatment, whether rejected or assumed. In addition, creditors such as Surety would have to vote on the Plan without knowing the Debtors' treatment of their contracts, if the Debtors can switch treatment at the last possible moment. In addition, the Surety contends that it is not clear from the Motion, Disclosure Statement or Plan if all potential counterparties to the Debtors' unexpired leases or executory contracts will be given notice of potential cure amounts, regardless of whether they are being assumed or rejected by the Debtors. At best, even if the Surety gets notice of assumption and cure amount in the 14-day framework, the Surety asserts that such timing is insufficient for Surety's underwriters to assess the potential reorganized Debtors. The Surety tells the Court that under these circumstances, the Debtors should provide every counterparty (or at least Surety) with a notice of potential assumption and cure amount at a minimum 30 days before Confirmation. The Debtors should not be able to switch its designation (whether rejected or assumed) absent consent of the parties, at least as to Surety. As the Plan contemplates that the Debtors' assets will be transferred to two companies post-Confirmation, absent consent of the Surety, the Surety argues that the Debtors should not able to switch at the last moment which of the two companies will be assuming such contract or unexpired lease, as Surety should not have to go through the cost of underwriting only to have the Debtor change its designation at Confirmation. Also, the Plan's purported feasibility is based on projections for the combined new companies post-Confirmation. In order for creditors and the Court to assess plan feasibility and adequate assurance of future performance, the Surety asserts that such projections must be broken down between the two new entities. Without the projections being separated, Surety’s underwriters cannot properly determine whether Surety should consent to Legacy Co. assuming the Indemnity Agreements and issuing new or replacing the Bonds. In addition, to the extent that it is determined that the new entities wish to replace the bonds issued by the Surety, the Surety contends that the new entity should be required to show sufficient proof that it has secured adequate financial assurances to meet its obligations under the appropriate statute and/or contract, such that the Surety may have some degree of assurance that the new entities will be able to secure approval from the appropriate government authorities or other beneficiaries of whatever financial assurances are going to be provided by the new entities in an effort to assure the release of the surety bonds issued by the Surety. The Surety is also the beneficiary of that certain irrevocable standby letter of credit No. IS0017584U issued by Wells Fargo Bank, N.A., in the amount of $1,900,000 as additional security for Surety pursuant to the Indemnity Agreements. The Surety also points out to some sections of the Plan containing broad sweeping third-party releases of the Debtors and their estates and of many non-debtor parties. The Plan Releases include Wells Fargo Bank, N.A. as a Released Party and also include broad categories of parties not identified by name. To the extent that the Debtors have not identified the specific parties being released, the Surety argues that the Plan Releases cannot constitute a voluntary knowing release and any release of Wells Fargo Bank, N.A. by Surety is inappropriate. Because Surety asserted its claims, inter alia, as secured, the Debtors may not treat the Surety as an unsecured creditor (even though it has such claims) whereby it could vote and opt-out of Plan Releases or even if treated as partially secured and partially unsecured, Surety is deemed to give a release under the Plan. Finally, the Surety contends that since there are no grounds requiring the Surety (as a secured creditor) to release Wells Fargo Bank, N.A. under the letter of credit, such non-consensual, third party releases are not permissible and the Surety should not, and cannot be forced to release Wells Fargo Bank, N.A. from its obligations under the letter of credit, especially to the extent that at least part of Surety's claim is unsecured. Counsel to U.S. Specialty Insurance Company: Louis A. Modugno, Esq. MCELROY, DEUTSCH, MULVANEY & CARPENTER, LLP 1300 Mount Kemble Ave. Morristown, NJ 07960 Telephone: 973-993-8100 Facsimile: 973-425-0161 Email: lmodugno@mdmc-law.com About Breitburn Energy Breitburn Energy Partners LP is engaged in the acquisition, exploitation and development of oil and natural gas properties, Midstream Assets, and a combination of ethane, propane, butane and natural gasoline that when removed from natural gas become liquid under various levels of higher pressure and lower temperature, in the United States. Operations are conducted through Breitburn Parent's wholly-owned subsidiary, Breitburn Operating LP, and BOLP's general partner, Breitburn Operating GP LLC. Breitburn Energy Partners LP and 21 of its affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 16-11390) on May 15, 2016, listing assets of $4.71 billion and liabilities of $3.41 billion. The petitions were signed by James G. Jackson, executive vice president and chief financial officer. The Debtors tapped Ray C Schrock, Esq., and Stephen Karotkin, Esq., at Weil Gotshal & Manges LLP, as bankruptcy counsel. The Debtors hired Steven J. Reisman, Esq., and Cindi M. Giglio, Esq., at Curtis, Mallet-Prevost, Colt & Mosle LLP as their conflicts counsel. The Debtors tapped Alvarez & Marsal North America, LLC, as financial advisor; Lazard Freres & Co. LLC as investment banker; and Prime Clerk LLC as claims and noticing agent. An Official Committee of Unsecured Creditors been formed in the case. The Creditors Committee retained Milbank, Tweed, Hadley & McCloy LLP as counsel. The U.S. trustee for Region 2 disclosed in an Oct. 30 filing the current members of the official committee of unsecured creditors in the Chapter 11 cases of Breitburn Energy Partners, L.P. and its affiliates. The committee members are: (1) Transpecto Transport Co.; (2) Wilmington Trust Company; and (3) Ronald Jay Lichtman. The U.S. Trustee originally appointed Ares Special Situations Fund IV, L.P. C/O Ares Management LLC; BPC UKI LP C/O Beach Point Capital Management; and Wexford Spectrum Investors, LLC, as members of the Creditors' Committee. The U.S. Trustee then also appointed Transpecto Transport Co. and Wilmington Trust Company as Committee members. A Statutory Committee of Equity Security Holders was also formed in the case. The Equity Committee is currently composed of seven individual holders. The Equity Committee retained Proskauer Rose LLP as counsel. BRIGHTLINE OPERATIONS: Fitch to Rate $600MM 2017 Bonds 'BB-(EXP)' ----------------------------------------------------------------- Fitch Ratings has assigned a 'BB-(EXP)' rating to approximately $600 million in series 2017 surface transportation facility revenue bonds (Brightline Passenger Rail Project - South Segment) issued by the Florida Development Finance Corporation on behalf of All Aboard Florida - Operations LLC (dba Brightline Operations). The Rating Outlook is Stable. The final rating is contingent upon the final pricing of the bonds. KEY RATING DRIVERS Summary: All Aboard Florida - Operations LLC (AAF), doing business as Brightline Operations (Brightline), is a privately owned and operated intercity passenger rail service connecting the three key cities in Southeast Florida (Miami, Fort Lauderdale and West Palm Beach). The rating reflects Brightline's standing as a new-market, U.S. luxury rail project that exhibits uncertain demand and revenue generation potential. The rail line was constructed as a semi-greenfield project and construction was substantially complete in fourth quarter 2017. Service on the West Palm Beach (WPB) to Fort Lauderdale (FTL) line is expected to start in December 2017, with service from WPB to Miami starting the first quarter of 2018. Uncertainty surrounding demand and willingness to pay constrains this rating to non-investment grade. Favorably, Brightline is targeting a small corridor market share of only 0.74% of trips in a densely populated and congested service area that has a need for additional transit options and demand for travel time-savings associated with higher-speed rail. The 'BB-' rating is supported by strong breakeven analysis, which shows under sponsor case assumptions that Brightline achieves breakeven levels if stabilized ridership is 44% lower than projected. Sufficient reserve funds and a $50 million working capital revolver can support operations even under delayed ramp-up scenarios up to six years (2023 ridership stabilization). Uncertain Demand The Brightline luxury rail line will serve the growing southeast region of Florida and be a much needed alternative to congested surface transportation modes. Fitch views the region as economically strong and diverse, with strong demographic characteristics. However given Brightline is a new service with no ridership history that targets business and leisure traffic and has no similar U.S. comparables, there is significant uncertainty around ridership levels. However, the strong revenue generation of other U.S. passenger rail services in intercity corridors, such as Amtrak's Northeast Corridor (NEC) and the California Pacific Surfliner, provide a good indication of Brightline's potential. Amtrak's Acela service from D.C. to Boston generates almost $600 million in annual revenue with 2016 ridership of 3.5 million in a constrained and competitive rail corridor. Brightline in contrast is forecasting $147.6 million of revenue in 2021, the first year after stabilization, and can breakeven with revenue of $90.6 million, based on ridership of 1.6 million and average fares substantially lower than Acela. Unilateral Rate-Setting Ability, Levels Untested Brightline has the ability to set rates and implement rate increases freely, independent of any legislative or political interference. Proposed fare levels on a per mile basis are in line with regional Florida Amtrak fares and substantially below the Northeast Corridor's Acela line. With no history of rate increases, price risk is considered midrange. Strong corridor demographics and higher incomes support the initial fare proposals, but price uncertainty remains given the lack of experience in the U.S. with a similar quality service. Experienced Operators Support Service The project will be operated by experienced personnel, further complemented by freight transportation personnel who have a long history of successfully operating and maintaining a busy rail corridor. A 30-year rail car supply and maintenance contract with Siemens Industries, which includes a parent company guarantee (Siemens AG, rated A/Stable by Fitch), adds further strength to the project's operational attributes. The operating cost profile is deemed manageable by the independent engineer (IE), Louis Berger. Growth-Dependent Debt Structure The revenue bonds will be issued as fully amortizing, fixed rate senior debt. A flat debt service profile and amortization beginning in year 11 may put strain on the issuer's financial profile if Brightline's ramp-up period is longer than expected. The issuance of parity debt, with the exception of a working capital revolver not to exceed $50 million, is restricted. Phase II of the project will be funded separately. An equity distribution test of 1.75x DSCR and a six-month debt service reserve fund provide additional protections. Financial Profile Given the uncertainty surrounding ridership and ramp-up, Fitch analyzed multiple ramp-up and breakeven scenarios. Under the sponsor case, ridership is able to sustain a 43.8% decrease after stabilization and still maintain at least a 1.0x debt service coverage ratio (DSCR), using unrestricted funds when needed. When performing the same analysis under a delayed ramp-up scenario with stabilization occurring in 2022, ridership is able to sustain a 41.1% decrease and still maintain at least a 1.0x DSCR, using unrestricted funds when needed. A 41.1% decrease in ridership results in only a 0.38% share of the addressable market. PEER GROUP Fitch does not publicly rate any rail service that would be a close peer to Brightline. Other rated rail service within Fitch's global portfolio have been operational for a number of years with tested demand and stable ridership, which removes the inherent risk seen in Brightline's service and accounts for the higher ratings. Publically-rated European rail lines include the City Greenwich Lewisham Rail Link plc (CGLR; BBB+/Positive) and Channel Link Enterprise Finance plc (CLEF; BBB/Stable). Both CGLR and CLEF have been operational for nearly three decades with stabilized passenger levels and clearer volume and market share certainty leading to investment grade ratings. RATING SENSITIVITIES Future Developments That May, Individually or Collectively, Lead to Negative Rating Action: -- Underperformance from either ridership or revenue that results in metrics that are materially below Fitch's rating case. Future Developments That May, Individually or Collectively, Lead to Positive Rating Action: -- Sustained long-term ridership levels or revenues in line with or outperforming the sponsor's forecast. BUCKEYE PARTNERS: Moody's Rates Jr. Subordinated Regular Bonds Ba1 ------------------------------------------------------------------ Moody's Investors Service assigned a Ba1 rating to Buckeye Partners, L.P.'s (Buckeye) proposed junior subordinated notes issue. Moody's also affirmed Buckeye's Baa3 senior unsecured rating. The proceeds of the notes in addition to the net proceeds from the November 9, 2017 $400 million senior notes offering are expected to be used primarily to repay debt, including the amounts outstanding under the partnership's revolver, and to fund acquisitions, capex, and additions to working capital. The outlook remains stable. Assignments: Issuer: Buckeye Partners, L.P. -- Junior Subordinated Regular Bond/Debenture, Assigned Ba1 Outlook Actions: Issuer: Buckeye Partners, L.P. -- Outlook, Remains Stable Affirmations: Issuer: Buckeye Partners, L.P. -- Senior Unsecured Regular Bond/Debenture, Affirmed Baa3 RATINGS RATIONALE The new junior subordinated notes are rated Ba1, one notch below its Baa3 senior unsecured rating. The notching reflects the subordinated position of the notes relative to the partnership's existing senior unsecured notes and revolving credit facility. Buckeye can opt to defer interest payments on the notes on one or more occasions for up to 10 consecutive years as described in the offering documents. As subordinated obligations, the notes, in Moody's view, have equity-like features that allow them to receive basket 'B' treatment in the capital structure (25% equity and 75% debt). Please refer to Moody's Cross Sector Rating Methodology "Hybrid Equity Credit" (January 2017) for further details. Buckeye 's Baa3 rating is supported by the company's stable refined product pipelines and complementary terminals that form the majority of its assets and cash flow. Given the company's mature legacy assets, which face long term secular declines in gasoline volumes, and its master limited partnership (MLP) business model, acquisitions have and are likely to continue to be a part of Buckeye's growth strategy, which poses execution, financing and event risk. The company's growth trajectory has also exposed it to moderately higher longer term volume risks as compared to the demand pull stability of refined product pipelines. While Buckeye has paid high multiples and suffered from lagging operating performance from a number of its acquisitions, it has demonstrated success in executing on its organic growth projects, including those related to its acquisitions. Primarily as a result of its execution on organic growth projects, Buckeye has largely maintained supportive financial leverage metrics and has improved distribution coverage. In addition, management has a demonstrated track record of issuing equity in order to protect its financial metrics. The stable outlook reflects Moody's expectation that Buckeye will successfully maintain financial leverage below 5x debt/EBITDA and distribution coverage above 1.0x. An upgrade would be considered if Buckeye's financial leverage appears sustainable around 4x. Buckeye's ratings could be downgraded due to elevated leverage and weak distribution coverage (debt/EBITDA exceeding 5x and coverage below 1.0x). The principal methodology used in these ratings was Midstream Energy published in May 2017. Buckeye Partners L.P., is a publicly traded master limited partnership based in Houston, Texas. The company's core, legacy assets are its refined products pipeline systems in the Northeast and Midwest, including complementary terminals. The company also has wholesale fuel distribution and marketing and domestic and international terminaling facilities. BUCKEYE PARTNERS: S&P Rates New Junior Sub. Notes Due 2077 'BB' --------------------------------------------------------------- S&P Global Ratings assigned its 'BB' issue-level rating to Buckeye Partners L.P.'s proposed junior subordinated notes due 2077. S&P classifies the issuance as having intermediate equity credit, reflecting its view that the issue meets its standards for intermediate equity classification, including permanence, subordination, and deferability. The partnership intends to use net proceeds of the offering to repay borrowings under its revolving credit facility and for general corporate purposes. Houston-based Buckeye Partners L.P. is a midstream energy master limited partnership that owns and operates a diversified network of integrated assets providing midstream logistic solutions, primarily consisting of the transportation, storage, and marketing of liquid petroleum products. Buckeye is one of the largest independent liquid petroleum products pipeline operators in the U.S. in terms of volumes delivered, with approximately 6,000 miles of pipeline. Ratings List Buckeye Partners L.P. Corporate Credit Rating BBB-/Stable/-- New Rating Buckeye Partners L.P. Jr subord notes due 2077 BB CAMBER ENERGY: Gets $1M Second Funding Tranche from Investor ------------------------------------------------------------ Camber Energy, Inc., has received its second tranche of funding ($1 million) under the previously disclosed Stock Purchase Agreement it executed on Oct. 5, 2017 with an institutional investor. Pursuant to the previously announced Stock Purchase Agreement, the Company will receive a total of $13 million in additional consideration in connection with the sale of additional shares of Series C Preferred Stock in the event the remaining closings contemplated under the Stock Purchase Agreement are completed, which closings are subject to certain closing conditions described in greater detail in the Stock Purchase Agreement. The Company plans to use the proceeds from the sale of the Series C Preferred Stock for working capital, workovers on additional wells (the Company has already completed workovers on six wells which are now fully operational and revenue producing), drilling and completion of additional wells, repayment of vendor balances and payments to its senior lender, in anticipation of regaining compliance. "This second tranche represents another milestone for our business," said Richard N. Azar II, the interim chief executive officer of Camber. "We believe that with this capital and the funding due pursuant to the remaining tranches, the Company will be in a position to execute its immediate business objectives and its detailed business plan, which will facilitate the growth and expansion of our business."” To view the Form 8-K filed by Camber disclosing the funding transaction and including additional information regarding that transaction, visit https://is.gd/0OKwgH About Camber Energy, Inc. Based in San Antonio, Texas, Camber Energy (NYSE American: CEI) is a growth-oriented, independent oil and gas company engaged in the development of crude oil, natural gas and natural gas liquids in the Hunton formation in Central Oklahoma in addition to anticipated project development in the San Andres formation in the Permian Basin. For more information, please visit the Company's website at www.camber.energy. Lucas Energy changed its name to Camber Energy, Inc., effective Jan. 5, 2017, to more accurately reflect the Company's strategic shift from its Austin Chalk and Eagleford roots to an expanding addition of shallow oil and gas reserves with longer-lived, lower-risk production profiles. Camber reported a net loss of $89.12 million on $5.30 million of total net operating revenues for the year ended March 31, 2017, compared to a net loss of $25.44 million on $968,146 of total net operating revenues for the year ended March 31, 2016. As of Sept. 30, 2017, Camber Energy had $34.49 million in total assets, $53.96 million in total liabilities and a total stockholders' deficit of $19.47 million. GBH CPAs, PC -- http://www.gbhcpas.com/-- in Houston, Texas, issued a "going concern" opinion on the consolidated financial statements for the year ended March 31, 2017, citing that the Company has incurred significant losses from operations and had a working capital deficit at March 31, 2017. These factors raise substantial doubt about the Company's ability to continue as a going concern, the auditors said. CAPITAL TEAS: Has Until March 8 to Exclusively File Plan -------------------------------------------------------- The Hon. Robert A. Gordon of the U.S. Bankruptcy Court for the District of Maryland has extended, at the behest of Capital Teas, Inc., the exclusive periods to file a plan of reorganization and obtain acceptances for the plan by 120 days from their expiration dates through and including March 8, 2018, and May 7, 2018, respectively. As reported by the Troubled Company Reporter on Oct. 20, 2017, the Debtor asserted that the volume of retail locations adds a layer of complexity to this case, thus, it is imperative for the Debtor to gauge its performance during the peak holiday season to determine the feasibility of a reorganization. About Capital Teas Inc. Capital Teas, Inc. -- http://www.capitalteas.com/-- is a retailer offering green, white, black, oolong, rooibos, mate, fruit tisane, and herbal tea products. The Debtor first opened its doors in 2007. Peter Martino is chief executive officer of the Debtor. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 17-19426) on July 11, 2017. Mr. Martino 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 Robert A. Gordon presides over the case. Lawrence J. Yumkas, Esq., and Lisa Yonka Stevens, Esq., at Yumkas, Vidmar, Sweeney & Mulrenin, LLC, serve as the Debtor's legal counsel. The U.S. Trustee for Region 4 on July 24 appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Capital Teas, Inc. The committee members are: (1) Julie Minnick Bowden of GGP Limited Partnership; (2) Holger Lohs of Haelssen and Lyon NA Corp.; and (3) Silvia Rettore of Dethlefsen & Balk, Inc. CAROLINA MOLD: Has Court's Interim Nod to Use Cash Collateral ------------------------------------------------------------- The Hon. Benjamin A. Kahn of the U.S. Bankruptcy Court for the Middle District of North Carolina has entered a seventh interim order authorizing Carolina Mold & Machining, Inc., to use cash collateral for its ordinary and reasonable operating expenses, which shall include payment of reasonable and necessary payroll and all standard and reasonable operating expenses. The Debtor will be authorized to use the cash collateral in the ordinary course of its business through the earliest of (i) the entry of a final order authorizing the use of cash collateral, (ii) the entry of a further interim order authorizing the use of cash collateral, (iii) Nov. 21, 2017, (iv) the entry of an order denying or modifying the use of Cash Collateral, (v) an occurrence of default as provided herein, or (vi) the occurrence of a termination event. The Debtor's bank accounts, accounts receivable, and inventory have a collective value of approximately $303,375.34. The Debtor has a lease with Direct Capital Corporation dated March 26, 2013, for an article of equipment used in the Debtor's business, more particularly described as a GF Agie Charmilless FO350, SP. The term of the lease is for 60 months with a monthly payment of $2,965.02 and an end of lease purchase option of $1. The Debtor contends that this a secured purchase. On July 18, 2013, Direct Capital filed a UCC-1 financing Statement with the Secretary of State asserting a secured interest in the equipment and among other items accounts and inventory. As of the Petition Date, the amount remaining owed under the terms of the lease is approximately $55,000. The Debtor contends that the Fair Market Value of the Equipment is $125,000. The Debtor is not aware of any other valid security interests on any of the cash collateral owned or operated by the Debtor. Patsy Marion, IRS, and Direct Capital, to the extent they have a valid and enforceable security interest in the property of the Debtor, have consented to the use of cash collateral by the Debtor on an interim basis without receiving adequate protection payments. Patsy Marion, the IRS, and Direct Capital are granted post-petition replacement liens in the Debtor's post-petition property of the same type which secured the indebtedness of Patsy Marion and Direct Capital pre-petition, with the liens having the same validity, priority, and enforceability as Patsy Marion had against the same type of collateral as of the Petition Date. The post-petition liens and security interests will be subordinate to Trailing Expenses and will survive the term of this court order to the extent the prepetition lien was valid, perfected, enforceable, and non-avoidable as of the Petition Date. During the usage period, the Debtor will make monthly adequate protection payments to Direct Capital in the amount of $1,400, with the first payment due by March 20, 2017. Subsequent payments would be due on the same day of each month thereafter during the Usage Period. The adequate protection payments shall be applied as provided in the Promissory Note. Direct Capital will be allowed $4,000 in allowed expenses pursuant to 11 U.S.C. Section 506(b). The amount will be added to the claim and will cover all attorney fees incurred, or to be incurred, except any actions pursuant to objections to the confirmation of the plan of reorganization. During the usage period, the Debtor will make monthly adequate protection payments to the IRS in the amount of $5,500 payments are due on the 1st day of each month during the usage period. As additional adequate protection, the Debtor will keep all of its personal property insured for no less than the amounts of the pre-petition insurance. The Debtor will timely pay all insurance premiums related to any and all of the collateral. A copy of the court order is available at: http://bankrupt.com/misc/ncmb17-10001-121.pdf As reported by the Troubled Company Reporter on Oct. 6, 2017, the Court signed a sixth interim cash collateral order, authorizing the Debtor to use cash collateral for its ordinary and reasonable operating expenses pursuant to the budget until Oct. 31, 2017. About Carolina Mold Carolina Mold and Machining, Inc., was founded in 1994 by Rodney Marion and James Hoague. Originally Carolina Mold was a mold manufacturer, mold repair and mold modification facility. As the industry changed, most new molds are being built offshore. As such the business has changed to mostly service repairs and engineering changes, while still manufacturing some new molds. The company's financial situation stems from Rodney Marion turning over the day to day operations of the business to his son. This has caused the Company to fall significantly behind on taxes due to the Internal Revenue Service. Rodney Marion is currently in charge of all operations and as such the business is improving to the point necessary to be profitable. Carolina Mold & Machining, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Case No. 17-10001) on Jan. 1, 2017. Rodney Marion, president, signed the petition. The Debtor disclosed $660,978 in assets and $1.48 million in liabilities. The Debtor is represented by Dirk W. Siegmund, Esq., at Ivey, McClellan, Gatton & Siegmund, LLP. No official committee of unsecured creditors has been appointed in the case. CARRINGTON FARMS: Settles Sequal Claim for $110K Under Amended Plan ------------------------------------------------------------------- Carrington Farms Condominium Owners' Association submits an Amended Disclosure Statement to the U.S. Bankruptcy Court for the District of New Hampshire. The immediate cause of the Debtor's case was the entry of the Sequel Judgment in the amount of $197,000, which is on appeal to the New Hampshire Supreme Court. The Plan provides that Class 2 includes the statutory lien claim held or asserted by Belletetes Inc., which arises from, out of or incidental to the Order entered by Merrimack Superior Court in Belletete's Inc. v. Sequel Development et al, Case No. 15-CV-715 (Merr. 2015). The claim in this Class will be compromised and allowed as a secured claim in the amount of $8,500 and paid in full on the Effective Date of this Plan pursuant to a settlement agreement reached with Belletetes and Sequel. The settlement reduces the claim by a minimum of approximately $2,000 and a maximum of approximately $4,000. In consideration of the settlement, Belletetes has agreed to release any claims that it has or may have against Sequel, which was a prerequisite to the Sequel Settlement and support the Confirmation of the Plan as part of the settlement. Class 5 includes all creditors that hold or assert unsecured claims against the Debtor including without limitation, Sequel and the other creditors identified as general unsecured creditors. The Debtor and Sequel have agreed to compromise and settle the $243,000 Sequel claim. The original Sequel litigation cost the Debtor more than $70,000. As such, the Debtor believes that settling the Sequel claim for $110,000 -- approximately 45.2% of the claim -- payable on the Effective Date of the Plan subject to the following terms and conditions: (a) Sequel will be deemed to have an impaired claim in the amount of alleged in Proof of Claim 4-1, which established a prima facie claim in that amount. (b) The entry of the Confirmation Order will Allow Sequel a general unsecured claim, which will be compromised, paid in full and satisfied by the payment of $110,000 on the Effective Date. (c) Sequel and its Equity Interest Holders will execute and deliver to the Debtor a full and complete general release, which discharges, releases and relinquishes any and all Causes of Action which any of the Releasing Sequel Parties have, may have or might hereafter have against the Released Debtor Parties for, upon or by reason of any matter, cause or thing from the beginning of the world to through the Effective Date. (d) The Debtor will execute and deliver to Sequel and its Equity Interest Holders for the benefit of Sequel and its Equity Interest Holders, a full and complete release of any and all Causes of Action under or by reason of a contract for the management of the Condominium entered into with the Debtor or arising from, out of or incidental to a default under or breach thereof from the beginning of the world through the Effective Date. (e) The Debtor will have no responsibility for the payment of any claims asserted against Sequel by subcontractors, materialmen, suppliers and vendors that failed or neglected to file Proofs of Claim against the Debtor for work done or supplies and other goods or labor provided to the Debtor or the Condominium at the request of Sequel on or before the Bar Date. (f) The Debtor and Sequel will execute and file a Docket Marking Agreement in Carrington Farms Condominium Owners' Association, Appellant v. Sequel Development & Management, Inc., Case No. 2016-0586 that reads "Settled pursuant to Plan of Reorganization confirmed in In re Carrington Farms Condominium Owners’ Association, Case No 17-10137-BAH." (g) Sequel will have no further claims against the Debtor or the property of the estate. The Plan provides estimated allowed general unsecured claims in the amount of $290,559.62 and a projected dividend of $118,112. Class 5 general unsecured creditors may elect to: (a) be paid in full over a period of 10 years without interest; or (b) accept a payment equal to 45.2% of their Allowed Claims on the Effective Date, which gives them the same treatment as Sequel. Creditors who do not elect will be deemed to have chosen the payment in full Option. To fund the Plan of Reorganization, the Board of Directors adopted the Plan Dividend Assessment and Capital Improvement Assessment as part of the Budget for the current year, which Budget has been approved by the members at the annual meeting. (a) The Plan Dividend Assessment will raise $241,000 for the purpose of paying the dividends due Belletetes, Sequel and General Unsecured Creditors holding Allowed Claims, which are liabilities that arose prior to the Petition Date and would otherwise burden future Unit Owners subject to the Confirmation of this Plan. (b) The Capital Improvement Assessment will raise $240,000 over a period of 10 years for the sole purpose of paying for capital improvement subject to the Confirmation of this Plan. The Capital Improvement Assessment will be used solely for the purpose of paying for the capital improvements and/or other capital improvements deemed necessary by the Board. Although the Debtor will have enough cash on hand to pay the dividends due on the Effective Date, it will need to bring the operating account back to $40,000 and replenish and build the capital reserve account. A full-text copy of the Debtor's Amended Disclosure Statement, dated November 9, 2017 is available for free at https://is.gd/H4eMp8 About Carrington Farm Condominium Owners Association Carrington Farms Condominium Owners' Association, a not for profit, voluntary association organized under RSA 292, is responsible for the management and operation of Carrington Farms. It is managed by NH Core Properties, LLC, acting through Tom Carroll. Although it was administratively dissolved, Carrington Farms Condominium Owners' Association has applied for reinstatement. Carrington Farms Condominium Owners' Association filed a Chapter 11 bankruptcy petition (Bankr. D.N.H. Case No. 17-10137) on Feb. 3, 2017. Gary Woscyna, President, signed the petition. At the time of filing, the Debtor estimated $100,000 to $500,000 in assets and $500,000 to $1 million in liabilities. William S. Gannon, Esq., at William S. Gannon PLLC, is serving as counsel to the Debtor. CASCADE ACCEPTANCE: Court Converts Case Back to Chapter 11 ---------------------------------------------------------- The Hon. Dennis Montali of the U.S. Bankruptcy Court for the Northern District of California has entered an order granting the joint motion of Chapter 7 trustee Timothy Hoffman and the Official Committee of Unsecured Creditors to convert Cascade Acceptance Corp.'s Chapter 7 case back to Chapter 11. The Office of the U.S. Trustee is directed to appoint a Chapter 11 Trustee and Creditor's Committee. As reported by the Troubled Company Reporter on Oct. 11, 2017, the Chapter 7 trustee and the Committee jointly asked the Court to convert the Debtor's Chapter 7 case back to Chapter 11. In their motion, the Chapter 7 trustee and the Committee proposed the conversion of the case so that a plan could be filed and "maximize the value" of the company's property, which has the potential for exploitation of mineral rights. About Cascade Acceptance Mill Valley, California-based Cascade Acceptance Corporation filed for Chapter 11 bankruptcy protection (Bankr. N.D. Calif. Case No. 09-13960) on Nov. 23, 2009. At the time of the filing, the Debtor estimated $50 million to $100 million in assets and debts. Douglas B. Provencher, Esq., at the Law Offices of Provencher and Flatt, assisted the Debtor in its restructuring effort. On July 12, 2010, Judge Jaroslovsky converted the Chapter 11 case to one under Chapter 7 of the Bankruptcy Code. Timothy W. Hoffman was appointed as Chapter 7 trustee at the time of the conversion. Post-conversion, a Chapter 7 creditors committee was appointed by the Office of the U.S. Trustee. CGG HOLDING: Files Status Report on Group's Reorganization ---------------------------------------------------------- BankruptcyData.com reported that CGG Holding filed with the U.S. Bankruptcy Court a status report with respect to the reorganization of the Debtors and their non-Debtor affiliates (collectively, "CGG Group") in France and the United States through the Safeguard Plan and the Plan, respectively. According to the Debtors, "As the Court may recall, implementation of the Financial Restructuring requires, among other things, approval by the requisite majority of the Debtors' lenders and bondholders, approval of the resolutions necessary to implement the Safeguard Plan by the requisite majority of CGG S.A.'s ('CGG') shareholders at the general meeting of shareholders (the 'General Meeting') and sanctioning by the French Court of the Safeguard Plan. In accordance with the rules applying to the Safeguard under French law, a meeting of the committee of credit institutions and assimilated entities (the 'Lenders' Committee') and a bondholders' general meeting (the 'BGM') were held on July 28, 2017. At such meetings, the Lenders' Committee unanimously approved the Safeguard Plan, and a 93.5% majority of the holders of claims arising under CGG's senior notes and convertible bonds who cast a vote at the BGM also approved the Safeguard Plan. Accordingly, the requisite threshold of creditors have voted to approve the Safeguard Plan. In early August, an informal group of convertible bondholders objected to their treatment under the Safeguard Plan. The French Court will examine the Safeguard Plan and the convertible bondholder group's challenge thereto at a hearing later this month. Given the delays, with respect to the shareholder vote, the French Court has postponed the hearing to approve the Safeguard Plan to November 20, 2017 (from November 6, 2017). Assuming that the French Court enters an order sanctioning the Safeguard Plan, CGG will seek an order in the Chapter 15 Case to enforce the French sanction order at the hearing before this Court. Although the Debtors had hoped that the Effective Date of the Plan would occur in mid-January 2018, in light of the aforementioned delays, it is likely that the Plan will not be consummated until February 2018." About CGG Holding Paris, France-based CGG Holding (U.S.) Inc. -- http://www.cgg.com/ -- provides geological, geophysical and reservoir capabilities to its broad base of customers primarily from the global oil and gas industry. Founded in 1931 as "Compagnie Generale de Geophysique", CGG focuses on seismic surveys and other techniques to help energy companies locate oil and natural-gas reserves. The company also makes geophysical equipment under the Sercel brand name. The Group has more than 50 locations worldwide, more than 30 separate data processing centers, and a workforce of more than 5,700, of whom more than 600 are solely devoted to research and development. CGG is listed on the Euronext Paris SA (ISIN: 0013181864) and the New York Stock Exchange (in the form of American Depositary Shares, NYSE: CGG). After a deal was reached key constituencies on a restructuring that will eliminate $1.95 billion in debt, on June 14, 2017 (i) CGG SA, the group parent company, opened a "sauvegarde" proceeding, the French equivalent of a Chapter 11 bankruptcy filing, (ii) 14 subsidiaries of CGG S.A. filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 17-11637) in New York, and (iii) CGG S.A filed a petition under Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. Case No. 17-11636) in New York, seeking recognition in the U.S. of the Sauvegarde as a foreign main proceeding. Chapter 11 debtors CGG Canada Services Ltd. and Sercel Canada Ltd. also commenced proceedings under the Companies' Creditors Arrangement Act in the Court of Queen's Bench of Alberta, Judicial District of Calgary in Calgary, Alberta, Canada, to seek recognition of the Chapter 11 cases in Canada. CIT GROUP: Fitch Affirms BB+ Long-Term IDR; Outlook Stable ---------------------------------------------------------- Fitch Ratings has affirmed the 'BB+' Long-Term Issuer Default Ratings (IDRs) and 'B' Short-Term IDRs for CIT Group Inc. (CIT) and CIT Bank, N.A. (CIT Bank). The Rating Outlook is Stable. KEY RATING DRIVERS IDRs, VRs, Senior Unsecured Debt, Revolving Credit Facility and Hybrid Securities The rating affirmations reflect the company's strong franchise position in middle market lending, equipment and real estate finance, rail leasing, and factoring. The rating also considers CIT's stable net finance margins, strong capital levels, a supportive regulatory framework, and solid progress on selling non-core assets and reducing wholesale funding reliance. Rating constraints include execution risk related to completing CIT's strategic plans, which include reducing operating expenses, generating improved overall profitability, and shifting its funding mix towards non-maturity deposits and away from higher-cost brokered deposits. The ratings are further constrained by CIT's exposure principally to middle market companies, historically a higher risk customer segment, and heightened asset risk associated with cyclical businesses such as railcar leasing and commercial real estate (CRE) lending. CIT has strong capital ratios, which in part reflect the lower credit quality of its borrowers and lessees. CIT and CIT Bank's fully phased-in CET 1 capital ratios of 14.0% and 13.7%, respectively, as of Sept. 30, 2017, are high relative to large regional bank peers but expected to decline over the next several years towards the upper end of a 10% to 11% target range. Fitch views these targets as adequate for the rating level in the context of CIT's balance sheet risk. Furthermore, the company has a sound risk management framework. It uses a combination of capital metrics and thresholds to measure capital adequacy and in June 2017 it received a non-objection to its capital plan from the Federal Reserve Bank of New York under the 2017 Comprehensive Capital Analysis and Review. Asset quality has been appropriate, although this has partially been a function of the continued relatively benign credit environment. Non-accrual loans represented approximately 0.9% of total loans for the period ended Sept. 30, 2017 and net charge-offs from continuing operations excluding noteworthy items increased slightly to 0.37% in 3Q17 from 0.28% in 3Q16. Fitch does not expect material asset quality worsening for U.S. banks in 2018, but rather a gradual normalization back to long-run historical measures of non-performing loans and loan losses. For CIT's railcar leasing portfolio, weak rail prices are expected to continue to negatively impact rail yields into 2018. Overall earnings continue to be impacted by various one-time items. In 3Q17, these items related to a deferred tax benefit from a restructuring of an international legal entity and adjustments concerning the pending sales of Financial Freedom (the reverse mortgage servicing business), the reverse mortgage loan portfolio, and NACCO (the European rail leasing business), among others. Other major one-time items this year related to the sale of the Commercial Air business and liability management actions. Overall earnings stability would positively impact the ratings. On a core basis, however, net finance margins (NFM) slightly decreased to 3.46% in 3Q17 from 3.51% in 3Q16. NFM is expected to trend in a range of 3.0% to 3.5% over the outlook horizon due to lower purchase accounting accretion and challenges in the rail portfolio, which is mitigated by an expected increase in investment securities and reduction in funding costs. Return on average tangible common stockholders' equity (ROTCE), excluding noteworthy items, was 9.20% in 3Q17, compared to 8.54% in 3Q16, though this does include favorable tax adjustments during the quarter. Fitch believes CIT's 10% ROTCE target may be difficult to achieve in 2018 due to a challenging loan growth environment and NFM headwinds. Over the longer term, this goal appears reasonable and will likely be dependent on CIT's ability to execute on its expense control and deposit gathering strategies, as well as manage asset quality and optimize capital levels. CIT's ability to execute on these initiatives and drive core earnings improvement would be a positive rating driver should it occur. Since the OneWest Bank acquisition in August 2015, CIT continues to refine its deposit strategy, which is currently focused on building long-term relationships with customers that are not highly rate sensitive. A demonstrated durability of deposits in a rising interest rate environment may contribute to positive rating momentum. Deposits represented 78% of total funding as of Sept. 30, 2017, up from 67% at year-end 2015. As of Sept. 30, 2017, 49.3% of CIT's deposits were time deposits, which is high relative to peers and results in higher deposits costs for CIT. The branch bank (40% of deposits as of Sept. 30, 2017) is targeting non-maturing deposits for consumers and small businesses. The online bank (38%) is shifting its deposit mix from higher beta certificates of deposits to lower beta non-maturing deposits. The company also lowered its higher cost brokered deposit base to 13% as of Sept. 30, 2017 from 20% as of Sept. 30, 2016. Lastly, CIT has a small commercial deposit base (9%), which in Fitch's opinion is limited by the relatively weak credit quality and the constrained liquidity profiles of CIT's middle market customers. CIT's IDR of 'BB+' is equalized with its VR of 'bb+', reflecting Fitch's view that external support cannot be relied upon. The senior unsecured debt rating is equalized with CIT's IDR of 'BB+' reflecting that existing notes are senior unsecured obligations of the company that rank equally in payment priority with all existing and future unsubordinated unsecured indebtedness of CIT. The revolving credit facility, which is currently unused, is unsecured and is guaranteed by eight of CIT's domestic operating subsidiaries. In general, the revolving credit facility ranks equal in right of payment with all existing unsecured indebtedness of CIT, and as such, the rating of the revolving credit facility is equalized with CIT's IDR. The preferred stock is rated four notches lower than CIT's Viability Rating (VR) of 'bb+'. The preferred stock rating includes a combined four notches for loss severity given the securities' deep subordination in the capital structure and non-performance given that the coupon of the securities is non-cumulative and fully discretionary. KEY RATING DRIVERS Support Ratings and Support Rating Floors The Support Ratings of '5' reflect Fitch's view that external support cannot be relied upon. The Support Rating Floors of 'No Floor' reflect Fitch's view that there is no reasonable assumption that sovereign support will be forthcoming to CIT. KEY RATING DRIVERS Long- and Short-term Deposit Ratings CIT Bank's uninsured deposit ratings of 'BBB-'/'F3' are rated one notch higher than the bank's IDR because U.S. uninsured deposits benefit from depositor preference in the U.S. Fitch believes depositor preference in the U.S. gives deposit liabilities superior recovery prospects in the event of default. RATING SENSITIVITIES IDRs, VRs, Senior Unsecured Debt, Revolving Credit Facility and Hybrid Securities Positive rating momentum would be primarily dependent upon successful execution of CIT's strategic refocus on national commercial lending resulting in consistent operating performance and the achievement of profitability targets. Demonstrated credit performance through market cycles in line with expectations, maintenance of appropriate capital levels relative to the company's risk profile, and demonstrated durability of deposits in a rising interest rate environment may also contribute to positive rating momentum. Negative rating momentum could be driven by unsuccessful execution on current strategic objectives which results in a sustained weakness in operating performance. Expansion into new business verticals outside CIT's core commercial lending and leasing expertise or outsized growth in new commercial businesses, though not expected by Fitch, may lead to negative rating momentum. An inability to successfully manage increased regulatory requirements would also be viewed negatively. The senior unsecured debt rating and the revolving credit facility rating are equalized with CIT's Long-Term IDR, and therefore are sensitive to any changes in CIT's IDR. CIT's preferred stock rating is primarily sensitive to downward changes in CIT's VR. An upward change in CIT's VR would not necessarily lead to a change in the preferred stock rating, as downward notching for preferred stock increases to five from four for 'bbb-' and higher rated issuers. RATING SENSITIVITIES Support Ratings and Support Rating Floors CIT's Support Rating and Support Rating Floor are sensitive to Fitch's assumptions around CIT's capacity to procure extraordinary support in case of need. CIT Bank's uninsured deposit ratings are rated one notch higher than the company's IDR, and therefore are sensitive to any changes in CIT Bank's IDR. The deposit ratings are primarily sensitive to any change in CIT Bank's long- and short-term IDRs. Fitch has affirmed the following ratings with a Stable Outlook: CIT Group Inc. -- Long-term IDR at 'BB+'; -- Short-term IDR at 'B'; -- Viability Rating at 'bb+'; -- Senior Unsecured Debt at 'BB+'; -- Revolving Credit Facility at 'BB+'; -- Preferred stock at 'B'; -- Support Rating at '5'; -- Support Rating Floor at 'NF'. CIT Bank, N.A. -- Long-term IDR at 'BB+'; -- Short-term IDR at 'B'; -- Viability Rating at 'bb+'; -- Long-Term Deposit Rating at 'BBB-'; -- Short-Term Deposit Rating at 'F3'; -- Support Rating at '5'; -- Support Rating Floor at 'NF'. COBALT INTERNATIONAL: Lowers Net Loss to $149.6M in Third Quarter ----------------------------------------------------------------- Cobalt International Energy, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss of $149.61 million on $14.42 million of oil, natural gas and natural gas liquids revenues for the three months ended Sept. 30, 2017, compared to a net loss of $218.20 million on $4.22 million of oil, natural gas and natural gas liquids revenues for the three months ended Sept. 30, 2016. This decrease in net loss compared to the same period in 2016 was largely driven by a $96 million reduction in loss on amendment of contract and an $11 million decrease in general and administrative expenses offset by a $27 million increase in interest expense and a $33 million non-cash loss on debt related embedded derivatives associated with an increase in the market value of secured debt during the quarter. For the nine months ended Sept. 30, 2017, the Company reported a net loss of $641.44 million on $38.04 million of oil, natural gas and natural gas liquids revenues compared to a net loss of $470.36 million on $9.03 million of oil, natural gas and natural gas liquids revenues for the same period in 2016. As of Sept. 30, 2017, Cobalt International had $1.69 billion in total assets, $3.16 billion in total liabilities and a total stockholders' deficit of $1.47 billion. As of Sept. 30, 2017, cash, cash equivalents, short term investments and restricted cash were approximately $547 million. This includes $250 million of Angolan sale proceeds received pursuant to the purchase and sale agreement with Sonangol, but excludes approximately $179 million in receivables owed to Cobalt by Sonangol Capital expenditures are expected to be approximately $250 million in 2017, which excludes general and administrative expenses and interest expense. Of this amount, approximately $226 million has been spent as of Sept. 30, 2017. Cobalt does not expect any significant cash outlays for its development activities for the remainder of the year given that drilling activities have been completed. Total 2017 cash outlays are currently expected to be approximately $537 million, of which approximately $409 million has been spent as of Sept. 30, 2017. Operational Update In the deepwater Gulf of Mexico, Cobalt has completed the North Platte appraisal program and is currently planning to file for a suspension of production during the fourth quarter of 2017. As a contingency to the SOP process, Cobalt is also currently in the planning stages for a North Platte #5 well. At Anchor, the operator plans to file an application with the Bureau of Safety and Environmental Enforcement to expand the existing Anchor unit to include the two leases located immediately south of the unit (Green Canyon blocks 850 and 851). Assignments submitted for the south Anchor leases were approved by the Bureau of Ocean Energy Management in August. The operator currently intends to file for an SOP for the Anchor unit. At Shenandoah, the operator is currently concluding studies to verify the suitability of a more cost effective facility as the production host and is also evaluating future drilling options. Marketing efforts continue with respect to Cobalt's Gulf of Mexico assets. However, given the scope of these assets, this process has taken longer than expected. Interested parties continue to be engaged in Cobalt's data room and the process is still moving forward. With regard to Angola, the two arbitration processes between Cobalt and Sonangol continue to progress and the arbitral tribunals for each arbitration have been constituted with a President for each selected. In addition, scheduling conferences are being planned to agree on long term schedules for both arbitrations cases. Cobalt continues to seek a constructive dialogue with Angola to attempt to resolve these disputes amicably. However, until this matter is resolved in a satisfactory manner, Cobalt will continue to vigorously prosecute these claims in arbitration and seek all available remedies. A full-text copy of the Form 10-Q is available for free at: https://is.gd/GqnDOL About Cobalt International Formed in 2005 and headquartered in Houston, Texas, Cobalt International Energy, Inc., is an independent exploration and production company with operations currently focused in the deepwater U.S. Gulf of Mexico. In January 2016, the Company achieved initial production of oil and gas from the Heidelberg field. The Company's exploration efforts in the U.S. Gulf of Mexico have resulted in four oil and gas discoveries including the North Platte, Shenandoah, Anchor, and Heidelberg fields, each of which are in various stages of appraisal and development. The Company also has a non-operated interest in the Diaba Block offshore Gabon. Cobalt International reported a net loss of $2.34 billion for the year ended Dec. 31, 2016, a net loss of $694.43 million for the fiscal year ended Dec. 31, 2015, and a net loss of $510.76 million for the year ended Dec. 31, 2014. Ernst & Young LLP, in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, stating that the Company has near-term liquidity constraints that raises substantial doubt about its ability to continue as a going concern. COVINGTON ROUTE: Hires DelBello Donnellan Weingarten as Counsel --------------------------------------------------------------- Covington Route 300, LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of New York to employ DelBello Donnellan Weingarten Wise & Wiederkehr, LLP, as its attorneys, as of October 3, 2017, and in substitution of Lawrence M. Klein. Services required of DDW as substitute counsel are: (a) give advice to the Debtor with respect to its powers and duties as Debtor-in-Possession and the continued management of its property and affairs; (b) negotiate with creditors of the Debtor and work out a plan of reorganization and take the necessary legal steps in order to effectuate such a plan including, if need be, negotiations with the creditors and other parties in interest; (c) prepare the necessary answers, orders, reports and other legal papers required for the Debtor who seeks protection from its creditors under Chapter 11 of the Bankruptcy Code; (d) appear before the Bankruptcy Court to protect the interest of the Debtor and to represent the Debtor in all matters pending before the Court; (e) attend meetings and negotiate with representatives of creditors and other parties in interest; (f) advise the Debtor in connection with any potential refinancing of secured debt and any potential sale of the business and its assets; (g) represent the Debtor in connection with obtaining post-petition financing; (h) take any necessary action to obtain approval of a disclosure statement and confirmation of a plan of reorganization; and (i) perform all other legal services for the Debtor which may be necessary for the preservation of the Debtor's estate and to promote the best interests of the Debtor, its creditors and its estate. DDW's billing rates for 2017 are: Attorneys - $410 to $620 per hour Legal Assistants/ Paralegals - $150.00 per hour Julie Cvek Curley, Esq., of DelBello Donnellan Weingarten Wise & Wiederkehr, LLP, attests that DDW does not hold or represent any interest adverse to the Debtor with respect to the matters for which it is being retained; DDW is a "disinterested person" as that phrase is defined in section 101(14) of the Bankruptcy Code; neither DDW nor its professionals have any connection with the Debtor, its estate, or creditors; and DDW's employment is necessary and in the best interests of the Committee. The Counsel can be reached through: Jonathan S. Pasternak, Esq. Julie Cvek Curley, Esq. DELBELLO DONNELLAN WEINGARTEN WISE & WIEDEKEHR, LLP 1 North Lexington Avenue White Plains, NY 10601 Tel: (914) 681-0200 Email: jsp@ddw-law.com jcvek@ddw-law.com 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. CRYOPORT INC: Incurs $2 Million Net Loss in Third Quarter --------------------------------------------------------- Cryoport, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $1.97 million on $3 million of revenues for the three months ended Sept. 30, 2017, compared to a net loss of $2.18 million on $1.97 million of revenues for the three months ended Sept. 30, 2016. For the nine months ended Sept. 30, 2017, the Company reported a net loss of $5.62 million on $8.63 million of revenues compared to a net loss of $8.82 million on $5.44 million of revenues for the same period in 2016. As of Sept. 30, 2017, Cryoport had $19.71 million in total assets, $1.96 million in total liabilities and $17.75 million in total stockholders' equity. As of Sept. 30, 2017, the Company had cash and cash equivalents of $15.4 million and working capital of $15.4 million. Historically, the Company has financed its operations primarily through sales of its debt and equity securities. For the nine months ended Sept. 30, 2017, Cryoport used $2.4 million of cash for operations primarily as a result of the net loss of $5.6 million offset by non-cash expenses of $3.1 million primarily comprised of depreciation and amortization, stock-based compensation expense, and loss on disposal of fixed assets. Also contributing to the cash impact of its net operating loss (excluding non-cash items) was an increase in accounts receivable of $280,300 as a result of an increase in sales offset by an increase in accounts payable and other accrued expenses and accrued compensation of $410,700. Net cash used in investing activities of $1.3 million during the nine months ended Sept. 30, 2017 was primarily due to the purchase of Cryoport Express CXVC1 Shippers, Smart Pak IITM Condition Monitoring Systems and computer equipment as well as legal expenses incurred for trademark applications. Net cash provided by financing activities totaled $14.5 million during the nine months ended Sept. 30, 2017, and resulted from net proceeds of $11.4 million from the March 2017 common stock offering, proceeds from the exercise of stock options and warrants of $3.8 million, which were partially offset by the repayment of related party notes payable of $656,200. The Company's management believes that, based on its current plans and assumptions, the current cash on hand, together with projected cash flows, will satisfy the Company's operational and capital needs for at least the next twelve months. The Company's management recognizes that the Company may need to obtain additional capital to fund its operations until sustained profitable operations are achieved. Additional funding plans may include obtaining additional capital through equity and/or debt funding sources. No assurance can be given that additional capital, if needed, will be available when required or upon terms acceptable to the Company. A full-text copy of the Form 10-Q is available for free at: https://is.gd/7hY9Kv About Cryoport Lake Forest, Calif.-based CryoPort, Inc. (OTC BB: CYRX) -- http://www.cryoport.com/-- provides comprehensive solutions for frozen cold chain logistics, primarily in the life science industries. Its solutions afford new and reliable alternatives to currently existing products and services utilized for bio-pharmaceuticals and biologics, including in-vitro fertilization, cell lines, vaccines, tissue and other commodities requiring a reliable frozen solution. The Company's management recognizes that the Company will need to obtain additional capital to fund its operations until sustained profitable operations are achieved. Additional funding plans may include obtaining additional capital through equity and/or debt funding sources. In its report on the consolidated financial statements of Cryoport for the year ended Dec. 31, 2016, KMJ Corbin & Company LLP, in Costa Mesa, California, issued a "going concern" opinion citing that the Company has experienced recurring operating losses from inception and has used substantial amounts of working capital in its operations. Although the Company has cash and cash equivalents of $4.5 million at Dec. 31, 2016, management has estimated that cash on hand will only be sufficient to allow the Company to continue its operations through the third quarter of calendar year 2017. These matters, the auditor said, raise substantial doubt about the Company's ability to continue as a going concern. Cryoport reported a net loss attributable to common stockholders of $15.05 million on $5.88 million of revenues for the year ended March 31, 2016. For the nine months ended Dec. 31, 2016, Cryoport reported a net loss of $10.40 million. CSRA INC: Moody's Affirms 'Ba2' Corporate Family Rating ------------------------------------------------------- Moody's Investors Service has affirmed the Ba2 Corporate Family Rating (CFR) of CSRA Inc., the Ba2 rating on the Term Loan A1 facility due 2019 and concurrently assigned Ba2 ratings to: amended $700 million secured revolving credit facility (maturity extended to 2022 from 2021), amended $1,549 million Term Loan A2 (maturity extended to 2022 from 2021) and amended $850 million Term Loan B due 2023 (increased from $650 million). The increased proceeds of Term Loan B will be used to pay down borrowings under the revolver in connection with the $235 million acquisition of Praxis Engineering Technologies, Inc. RATINGS RATIONALE The Ba2 CFR reflects CSRA's scale and qualifications to lead large information technology projects within the federal government, including network modernization of classified data systems and migration of data from onsite to cloud-based platforms. While CSRA experienced organic revenue contraction since becoming an independent company in November 2015, Moody's expects CSRA's revenue performance to improve with low single digit annual growth over 2018-2019. The company's backlog growth, to $17.7 billion from $15.5 billion over the last twelve months ended September 29, 2017 and the trailing book-to-bill of 1.8x underscores the improving trend. The very strong EBITDA margin (+17% including pension income) versus other government service contractors, is also a favorable consideration. The rating, nonetheless, factors in high financial leverage versus peers as well as more pronounced contract concentration, particularly the contracts that underpin CSRA's strong profit margin. Pro forma for the debt-financed acquisition, debt to EBITDA would be over 4x with free cash flow to debt only in the mid-single digit percentage range. Consolidation within the sector is producing more formidable competitors and government will continue its focus on extracting strong value from service procurements. Moody's expects CSRA's profit margin to decline, potentially by as much as 100 bps over the next three years. The stable rating outlook anticipates low acquisition spending by CSRA into 2019 after the May NES acquisition and the Praxis acquisition. Without much acquisition spending, at least $250 million of free cash flow driven debt reduction is expected, with EBITDA leverage declining to mid 3x range over the next 18 months and free cash flow leverage improving to 10%. The speculative grade liquidity rating of SGL-2, denoting a good liquidity profile, has been affirmed. Following the transaction Moody's anticipates near-term scheduled debt amortization of about $85 million, well below the free cash flow generation level. Revolver availability should be at the $700 million facility commitment level and a good degree of covenant headroom should exist. Upward rating momentum would require lower financial leverage, continued backlog growth, and continued good liquidity profile. Credit metrics that would likely accompany an upgrade include free cash flow to debt closer to 20% and debt to EBITDA below 3x. Sustained EBITDA margin in the 17% range, which would demonstrate good cost control, would also contribute positive rating momentum. Downward rating pressure would develop with backlog erosion, debt to EBITDA failing to improve below 4x near term, free cash flow to debt in the mid-single digit percentage range, or diminishing covenant cushion. Assignments: Issuer: CSRA Inc. -- $1.549 Billion (Outstanding) Senior Secured Term Loan A2, Assigned Ba2 (LGD3) -- $850 Million Senior Secured Term Loan B, Assigned Ba2 (LGD3) -- $700 Million Senior Secured Revolving Credit Facility, Assigned Ba2 (LGD3) Outlook Actions: Issuer: CSRA Inc. -- Outlook, Remains Stable Affirmations: Issuer: CSRA Inc. -- Probability of Default Rating, Affirmed Ba2-PD -- Speculative Grade Liquidity Rating, Affirmed SGL-2 -- Corporate Family Rating, Affirmed Ba2 -- Senior Secured Term Loan A1, Affirmed Ba2 (LGD3) The principal methodology used in these ratings was Global Aerospace and Defense Industry published in April 2014. Through its subsidiaries, CSRA Inc., headquartered in Falls Church, VA, delivers information technology mission and operations-related services across the United States federal government. Revenues for the LTM ended September 29, 2017 were approximately $5.0 billion. DEALER TIRE: Proposed $50MM Loan Add-on No Impact on Moody's B2 CFR ------------------------------------------------------------------- Moody's Investors Service said that Dealer Tire, LLC's proposed $50 million add-on and concurrent repricing of its senior secured term loan is a modest credit negative development, as financial leverage will slightly increase at a time when the tire industry has been experiencing softness in volume and pricing for three consecutive quarters. However, the proposed transaction does not impact the company's ratings, including its B2 corporate family rating and B3-PD probability of default rating, as well as the B2 ratings for its senior secured bank credit facilities. The ratings outlook remains stable. "The transaction is indicative of the shareholder return initiatives which have been employed by the company's financial sponsor since acquiring a controlling stake several years ago," according to Inna Bodeck, Moody's lead analyst for Dealer Tire. "While the balance sheet will be a bit more levered, debt service costs will actually nominally improve as a result of a pending re-pricing of the bank debt given still highly liquid market conditions," added Bodeck. Dealer Tire, LLC headquartered in Cleveland, Ohio, is a distributor of replacement tires through its exclusive relationship with automobile original equipment manufacturers and their participating dealership networks in the US. The company also provides warranty processing billing services, logistics services, marketing programs, and sales training for its customers. Dealer Tire operates out of 45 distribution points throughout the United States. Affiliates of private equity firm Lindsay Goldberg acquired a majority stake in the company in 2014. Revenues for the twelve-month period ended 9/31/2017 were approximately $1.5 billion. DEERFIELD HOLDINGS: Moody's Assigns B2 CFR; Outlook Negative ------------------------------------------------------------ Moody's Investors Service has assigned B2 corporate family rating (CFR) to Deerfield Holdings Corporation (Deerfield), a newly formed holding corporation that intends to obtain financing to fund the purchase of Duff & Phelps Corporation (Duff & Phelps) by funds advised by Permira Advisers L.L.C. (Permira) for $1,750 million. Moody's has also assigned B2 ratings to Deerfield's proposed $1,020 million senior secured first lien term loan and to its proposed $100 million revolving credit facility. The ratings of Duff & Phelps will be withdrawn after the closing of the proposed transaction. Moody's said the outlook on Deerfield's ratings is negative. RATINGS RATIONALE The B2 rating of Deerfield follows the announced acquisition of Duff & Phelps by funds advised by Permira. Deerfield plans to borrow $1,020 million and refinance the Duff & Phelps debt. The transaction will also be funded through equity contributions by Permira and Duff & Phelps management team, which will continue to lead the firm in their current roles. Following this transaction, Deerfield's debt outstanding of $1,020 million would be around $170 million higher compared to Duff & Phelps' current outstanding debt balance. The increase comes on top of an incremental $105 million which Duff & Phelps borrowed in October 2017 to help finance a dividend. Moody's expects the firm's pro forma debt/EBITDA to increase to around 7.5x from around 6.5x level prior to the transaction. Sustained leverage at this level would be inconsistent with the current ratings. Despite the elevated debt leverage, Moody's said Duff & Phelps has produced consistent growth in revenue and operating profitability in recent years, partially attributed to the success of various acquisitions. Duff & Phelps' credit profile benefits from diversified service offerings in a range of countries, with a high level of repeat business, said Moody's. These strengths provide the firm with relatively stable cash flows and operating margins throughout the economic cycle. Rating Outlook The rating outlook is negative, reflecting the risk that the company will be operating at a higher debt leverage level and may incur additional borrowing in order to help finance bolt-on acquisitions, which could impair its ability to return its leverage to levels consistent with the current rating over the medium term. What Could Change the Rating -- Up * The demonstration of strong and sustainable organic revenue growth resulting in positive operating leverage and higher profitability * Improved debt leverage and debt service capacity by way of a commitment to debt reduction or improvement in EBITDA leading to a leverage ratio below 5x What Could Change the Rating -- Down * A broad slowdown resulting in deterioration in cash flow generation leading to a debt/EBITDA ratio above 6x on a sustained basis * A further increase in borrowings that would worsen the company's pro forma debt leverage trajectory * Evidence of weakening financial flexibility such as through the maintenance of limited cash balances and/or ongoing utilization of the company's revolving credit facility The principal methodology used in these ratings was Securities Industry Service Providers published in September 2017. DELCATH SYSTEMS: Amends Prospectus on 422.5M Units Offering ----------------------------------------------------------- Delcath Systems, Inc., filed with the Securities and Exchange Commission an amendment no.1 to its Form S-1 registration statement relating to the offering of up to 422,535,211 units (each unit consisting of one share of its common stock and one Series C common warrant to purchase one share of its common stock, one Series D common warrant to purchase one share of its common stock and one Series E common warrant to purchase one share of its common stock). The common warrants contained in the units will be exercisable immediately and the Series C common warrants will expire five years from the date of issuance, the Series D common warrants will expire one year from the date of issuance, and the Series E common warrants will expire one year from the date of issuance. The Company is also offering the shares of its common stock that are issuable from time to time upon exercise of the common warrants contained in the units. All share numbers included in this prospectus are included on a pre reverse split basis without taking into account the reverse split of the issuer's issued common stock scheduled to occur on Nov. 6, 2017. Delcath is also offering to each purchaser whose purchase of units in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% of its outstanding common stock immediately following the consummation of this offering, the opportunity to purchase, if the purchaser so chooses, pre-funded units (each pre-funded unit consisting of one pre-funded warrant to purchase one share of its common stock and one Series C common warrant to purchase one share of its common stock, one Series D common warrant to purchase one share of its common stock and one Series E common warrant to purchase one share of our common stock) in lieu of units that would otherwise result in the purchaser's beneficial ownership exceeding 4.99% of its outstanding common stock (or at the election of the purchaser, 9.99%). The purchase price of each pre-funded unit will equal the price per unit being sold to the public in this offering minus $0.01, and the exercise price of each pre-funded warrant included in the pre-funded unit will be $0.01 per share. The Company's common stock is quoted on the OTCQB under the symbol "DCTH." The last reported sale price of its common stock on Oct. 31, 2017 was $0.0355 per share. There is no established public trading market for the warrants and the Company does not expect a market to develop. In addition, the Company does not intend to apply for listing of the common warrants or the pre-funded warrants on any national securities exchange or other nationally recognized trading system. A full-text copy of the regulatory filing is avalable for free at: https://is.gd/suf7dr About Delcath Systems Headquartered in New York, NY, Delcath Systems, Inc. -- http://www.delcath.com/-- is an interventional oncology Company focused on the treatment of primary and metastatic liver cancers. The Company's investigational product -- Melphalan Hydrochloride for Injection for use with the Delcath Hepatic Delivery System (Melphalan/HDS) -- is designed to administer high-dose chemotherapy to the liver while controlling systemic exposure and associated side effects. In Europe, the Company's system is in commercial development under the trade name Delcath Hepatic CHEMOSAT Delivery System for Melphalan (CHEMOSAT), where it has been used at major medical centers to treat a wide range of cancers of the liver. As of Sept. 30, 2017, Delcath Systems had $14.48 million in total assets, $16.33 million in total liabilities and a total stockholders' deficit of $1.85 million. The Company has incurred losses since inception and has an accumulated deficit of $305.6 million at Sept. 30, 2017. Grant Thornton LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has incurred recurring losses from operations and as of Dec. 31, 2016, has an accumulated deficit of $279.2 million. These conditions, along with other matters, raise substantial doubt about the Company's ability to continue as a going concern. DELCATH SYSTEMS: Effects a 1-for-350 Reverse Common Stock Split --------------------------------------------------------------- FINRA announced on its Daily List dated Nov. 3, 2017, that Delcath Systems, Inc., is to effect a reverse split of its issued common stock from FINRA in a ratio of 1-for-350 (as previously approved by its shareholders and Board of Directors). The Reverse Stock Split took effect at the open of business on Nov. 6, 2017 on the OTCQB. The new symbol for the Common Stock will be DCTHD, and the "D" will be removed in 20 business days, at which time the symbol will reverse back to DCTH. As a result of the Reverse Stock Split, every 350 shares of the Company's issued and outstanding common stock, par value $.01 per share, will be converted into one share of common stock, par value $.01 per share, reducing the number of issued and outstanding shares of the Company's common stock from approximately 490,000,000 to approximately 1,400,000. The Company's authorized shares will remain unchanged. The new CUSIP number for the Shares will be 24661P 609. No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares because they hold a number of pre-reverse stock split shares of the Company's common stock not evenly divisible by 350, will have the number of post-reverse split shares of the Company's common stock to which they are entitled rounded up to the nearest whole number of shares of the Company's common stock. No stockholders will receive cash in lieu of fractional shares. Registered shareholders holding shares through a brokerage account will have their shares automatically adjusted to reflect the post Reverse Stock Split amount. Registered shareholders holding physical common share certificates will receive a letter of transmittal from the Company's transfer agent, American Stock Transfer, with specific instructions regarding the exchange of their certificates. About Delcath Systems Based in New York, New York, Delcath Systems, Inc. -- http://www.delcath.com/-- is an interventional oncology Company focused on the treatment of primary and metastatic liver cancers. The Company's investigational product -- Melphalan Hydrochloride for Injection for use with the Delcath Hepatic Delivery System (Melphalan/HDS) -- is designed to administer high-dose chemotherapy to the liver while controlling systemic exposure and associated side effects. In Europe, the Company's system is in commercial development under the trade name Delcath Hepatic CHEMOSAT Delivery System for Melphalan (CHEMOSAT), where it has been used at major medical centers to treat a wide range of cancers of the liver. As of Sept. 30, 2017, Delcath Systems had $14.48 million in total assets, $16.33 million in total liabilities and a total stockholders' deficit of $1.85 million. The Company has incurred losses since inception and has an accumulated deficit of $305.6 million at Sept. 30, 2017. During the nine months ended Sept. 30, 2017 used $11.7 million of cash for its operating activities. The Company said these factors among others raise substantial doubt about its ability to continue as a going concern for a reasonable period of time. Grant Thornton LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has incurred recurring losses from operations and as of Dec. 31, 2016, has an accumulated deficit of $279.2 million. These conditions, along with other matters, raise substantial doubt about the Company's ability to continue as a going concern. DELTA AIR LINES: S&P Rates New Senior Unsecured Notes 'BB+' ----------------------------------------------------------- S&P Global Ratings assigned its 'BB+' issue-level rating to Delta Air Lines Inc.'s proposed senior unsecured notes. The company will use the proceeds from these notes for general corporate purposes. S&P rates Delta's senior unsecured debt one notch below its corporate credit rating on the company because a large majority of its balance sheet debt is secured, which effectively places unsecured creditors in a subordinated position. ISSUE RATINGS Subordination Risk Analysis Capital structure Delta's capital structure consists of $7 billion of secured debt and $2 billion of unsecured debt (not including the proposed notes). All of the debt is issued by (or, in the case of former Northwest Airlines' debt, is now the obligation of) Delta Air Lines Inc., the parent company and principal operating unit. Analytical conclusions S&P said, "We rate Delta's senior secured bank facilities at the same level as our corporate credit rating because they are secured. This does not apply to the enhanced equipment trust certificates, which we rate using different criteria. "We rate Delta's senior unsecured debt one notch lower than our corporate credit rating because it ranks behind a significant amount of secured debt in the company's capital structure." RATINGS LIST Delta Air Lines Inc. Corporate Credit Rating BBB-/Stable/-- New Rating Delta Air Lines Inc. Senior Unsecured Notes BB+ DIPLOMAT PHARMACY: Moody's Assigns B1 CFR; Outlook Stable --------------------------------------------------------- Moody's Investors Service assigned a B1 Corporate Family Rating to Diplomat Pharmacy, Inc. At the same time, Moody's assigned a B1-PD Probability of Default Rating, a B1 senior secured rating and an SGL-2 Speculative Grade Liquidity Rating. This is the first time Moody's has rated Diplomat. The rating outlook is stable. Ratings assigned: Corporate Family Rating at B1 Probability of Default rating at B1-PD Senior secured term loan due 2024 at B1 (LGD 4) Senior secured revolving credit facility due 2022 at B1 (LGD 4) Speculative Grade Liquidity Rating at SGL-2 Proceeds of the company's new term loan, plus borrowings under the new revolving credit facility and the proceeds of new common equity, will be used to fund the company's pending acquisition of LDI Holding Company, LLC and refinance existing debt. RATINGS RATIONALE Diplomat's B1 Corporate Family Rating reflects its niche position as a specialty pharmacy operator and its recent expansion into the pharmacy benefit management (PBM) space. In both business lines, Diplomat ranks considerably smaller than leading players including CVS, Walgreen, and Express Scripts. However, Diplomat's growth outlook is solid, due to the medical profession's increasing usage of specialty pharmacy treatments, as well as the tailwind from rising pharmaceutical prices. In addition to Diplomat's small scale, the rating is constrained by execution risk as the company acquires PBMs and infusion companies, and the potential for rapid shifts in the competitive environment due to consolidation. In light of these risks, financial leverage is somewhat high, with pro forma debt/EBITDA of about 5.2x. The company has a publicly-articulated target of reducing debt/EBITDA to a range of 2.0x to 3.0x by year-end 2019. The rating outlook is stable, incorporating Moody's expectations for solid earnings growth and deleveraging towards debt/EBITDA of 3.0x. Factors that could lead to an upgrade include successful integration of PBM acquisitions, achieving solid growth and high customer retention rates, and sustaining debt/EBITDA below 3.0x. Factors that could lead to a downgrade include customer turnover, integration challenges, pharmaceutical pricing pressure, or debt financed acquisitions. Specifically, debt/EBITDA sustained over 4.5x could lead to a downgrade. The principal methodology used in these ratings was Distribution & Supply Chain Services Industry published in December 2015. Headquartered in Flint, Michigan, Diplomat Pharmacy is a publicly-traded specialty pharmacy company. Diplomat dispenses pharmaceutical products that treat rare diseases, and also offers infusion therapy and pharmacy benefit management services. Pro forma for acquisitions, annual revenues total about $5 billion. DIPLOMAT PHARMACY: S&P Assigns 'B+' CCR, Outlook Stable ------------------------------------------------------- Flint, Mich.-based Diplomat Pharmacy Inc. plans to acquire pharmacy benefit manager (PBM) Leehar Distributors LLC, doing business as LDI Integrated Pharmacy Services (LDI), for $595 million. The transaction will be financed with $515 million in cash and $80 million in common stock. The cash portion consists of a $150 million drawn revolver ($250 million total capacity) and $545 million term loan B. S&P Global Ratings assigned its 'B+' corporate credit rating to Diplomat Pharmacy Inc. The outlook is stable. At the same time, S&P assigned its 'B+' issue-level rating and '3' recovery rating to the company's senior secured credit facility. The '3' recovery rating indicates expectations for average (50%-70%; rounded estimate: 50%) recovery in the event of a default. The rating on Diplomat reflects the company's entrance into the pharmacy benefit manager (PBM) market via the acquisition of LDI. S&P said, "We estimate the transaction will materially lift the company's adjusted leverage to be in the high-4x area for the last 12 months ended Sept. 30, 2017, compared to the low-1.0x area historically. We expect leverage to decline to 3.9x in 2018 through a combination of EBITDA growth and debt repayment. Leverage could continue to decline in 2019 and management has publicly stated that it would lower its total leverage to between 2.0x and 3.0x by mid-2019, but we believe that there is some risk that the company may pursue additional debt-funded acquisitions to boost its topline growth." S&P said, "Our stable rating outlook reflects our expectation that Diplomat will successfully integrate the acquisitions, manage reimbursement pressure, and maintain margins in the low-3% area. It also assumes that the company will direct its excess cash flow to repay its revolver balance and bring the adjusted leverage down to below the 4x area by the end of 2018." EAST OAKLAND FAITH: Case Summary & 19 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: East Oakland Faith Deliverance Center Church aka East Oakland Faith Deliverance Center Church, Inc. fka East Oakland Faith Deliverance Center, a California Corporation fdba East Oakland Deliverance Center 7425 International Blvd. Oakland, CA 94621 Business Description: Based in Oakland, California, East Oakland Faith Deliverance Center Church is a non profit, tax-exempt corporation in the religious organizations industry. Chapter 11 Petition Date: November 28, 2017 Case No.: 17-42951 Court: United States Bankruptcy Court Northern District of California (Oakland) Judge: Hon. William J. Lafferty Debtor's Counsel: Lawrence L. Szabo, Esq. LAW OFFICES OF LAWRENCE L. SZABO 3608 Grand Ave. #1 Oakland, CA 94610-2024 Tel: (510) 834-4893 Email: szabo@sbcglobal.net Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Rev. Ray E. Mack, president. A full-text copy of the petition containing, among other items, a list of the Debtor's 19 largest unsecured creditors is available for free at http://bankrupt.com/misc/canb17-42951.pdf EAST TEXAS MEDICAL: Fitch Keeps B+ on 2011/2007A Bonds on Watch Neg ------------------------------------------------------------------- Fitch Ratings maintains the following outstanding bonds issued on behalf of East Texas Medical Center Regional Health System's (ETMC) on Rating Watch Negative: -- $35.8 million Wood County Central Hospital District hospital revenue bonds, series 2011 'B+'; -- $231.5 million Tyler Health Facilities Development Corporation hospital revenue bonds, series 2007A 'B+'. SECURITY The bonds are secured by a pledge of gross revenues of the obligated group, a first mortgage lien on certain property and debt service reserve funds on the series 2007A and 2011 bonds. KEY RATING DRIVERS RATING RATIONALE: The 'B+' rating reflects four years of declining profitability and thinning liquidity resulting from increased market competition, heavy reliance on supplemental funding, and challenges navigating payor shifts. Maintenance of the Rating Watch Negative reflects the potential for a default on the bonds in the unlikely event that a pending ETMC asset sale does not close by Jan. 31, 2018. PROPOSED SALE TO ARDENT AND THE UNIVERSITY OF TEXAS SYSTEM: ETMC announced on Sept. 13, 2017 that it had selected Ardent Health Services (Ardent) and The University of Texas System (UT System), which includes The University of Texas Health Science Center at Tyler (UT Health Northeast) to form a new health system. Ardent will assume majority ownership and operating responsibility of the combined system. Ardent will also retain ETMC's ambulance division in Texas, although another party has agreed to buy ETMC's ambulance divisions in other states. ETMC reports that outstanding bonds issued on its behalf will be called or defeased at the date of closure (by Jan. 31, 2018). PROGRESSIVE DECLINE IN FINANCIAL PROFILE: Fiscal year 2017 represents the fourth year of progressively declining margins and debt service coverage. Cash declined from a combination of optional and early repayment of debt as well as ongoing operating losses. As a result, days cash on hand (DCOH) decreased to 77 days as of Oct. 31, 2017 from 105 days at fiscal year-end 2016 (Oct.31). Fitch anticipates that the sizable operating losses will continue if ETMC's operations remain on a stand-alone basis. RATING SENSITIVITIES SUCCESSFUL CLOSE OF PROPOSED ACQUISITION: The asset sale is expected to close by Jan. 31, 2018. A successful execution of the proposed acquisition by Jan. 31 would result in the bonds being called or defeased and with the withdrawal of the rating on ETMC's outstanding debt. Failure to close the transaction by Jan. 31 2018 would result in a rate covenant default on the bonds and a probable downgrade as Fitch anticipates that ETMC's losses would be unabated and liquidity would continue to decrease without the benefits of the proposed new structure. ENDEAVOR ENERGY: Moody's Rates Proposed Sr. Unsecured Notes 'B3' ---------------------------------------------------------------- Moody's Investors Service assigned a B3 rating to Endeavor Energy Resources, L.P.'s (Endeavor) proposed $500 million of senior unsecured notes due 2026 and $300 million of senior unsecured notes due 2028. Net proceeds from the offering, together with cash on hand, will be used to fund a tender offer for any and all outstanding senior notes due 2021 and 2023. Endeavor's offering of new notes will not affect the company's Corporate Family Rating (CFR), Probability of Default Rating (PDR) or the stable outlook. The B3 rating on the existing senior unsecured notes will be withdrawn after they are repaid following the close of the new issuance transaction and redemption of the existing notes. Debt List Assignments: Issuer: Endeavor Energy Resources, L.P. $500 million senior unsecured notes due 2026, Assigned B3 (LGD4) $300 million senior unsecured notes due 2028, Assigned B3 (LGD4) Ratings to be withdrawn after redemption: Issuer: Endeavor Energy Resources, L.P. $500 million senior unsecured notes due 2021, rated B3 (LGD4) $300 million senior unsecured notes due 2023, rated B3 (LGD4) RATINGS RATIONALE The issuance of the new senior unsecured notes will effectively replace the outstanding senior unsecured notes leaving the company's indebtedness at the same level, while lowering the cash interest costs and extending the maturity profile of the unsecured notes. The B3 ratings on Endeavor's senior unsecured notes reflect their subordination to the company's $400 million borrowing base revolving credit facility due 2019. The revolver borrowings ($390 million of availability as of September 30, 2017) have a priority claim to the company's assets. The size of the potential secured claims relative to Endeavor's outstanding senior unsecured notes results in the notes being rated one notch below the B2 CFR. Endeavor's B2 CFR reflects its ability to maintain its improved credit metrics while growing its production to almost 40,000 boe per day by year-end 2017. The company will be able to pursue its growth plan through 2018 without incurring additional debt, mainly due to enhanced liquidity from the substantial assets sales in 2016. Endeavor's debt to average daily production ratio is expected to be at or below $20,000 at year-end 2017 and will decline further through 2018. Retained cash flow to debt has steadily increased over the past few quarters and will be above 30% at year-end 2017. The company's approximately 329,000 net acres in the Midland Basin are mostly held by production and are being steadily de-risked by the drilling activities of Endeavor and multiple offset operators. Endeavor's good liquidity, combined with improved drilling cost structures, and its other development arrangements such as Drill Fund and Farmout agreements, position the company for increased production and higher reserves, without worsening its credit metrics or liquidity significantly. Endeavor's ratings are constrained by its commodity price exposure and its Midland Basin concentration. Endeavor's weak historical Leveraged Full Cycle Ratio (LFCR) which has had an impact on ratings, has improved materially due to drilling efficiencies achieved through the past year. The stable outlook reflects Endeavor's good liquidity and the potential to increase production and reserves without causing its credit metrics to deteriorate. Endeavor's ratings could be considered for an upgrade if the company can continue to grow its production sequentially to above 50,000 boe per day, sustain retained cash flow to debt above 30%, and the LFCR above 1.25x. The ratings may be downgraded if Endeavor's production declines significantly or the retained cash flow to debt ratio falls below 15%. The principal methodology used in these ratings was Independent Exploration and Production Industry published in May 2017. Endeavor is an independent exploration and production (E&P) company with assets concentrated in the Permian Basin. The company holds a core net acreage position of approximately 329,000 acres in the Midland Basin. At December 31, 2016 Endeavor had 133.5 MMBoe of proved reserves of which 84.5 MMBoe was proved developed. Founded in 2000, Endeavor is privately-held by Autry Stephens and family. ETRADE FINANCIAL: S&P Rates Series B Preferred Stock Issue 'BB' --------------------------------------------------------------- S&P Global Ratings said it assigned its 'BB' issue-level rating on E*TRADE Financial Corp.'s new issue of fixed to floating rate noncumulative perpetual preferred stock, series B. E*TRADE intends to use the proceeds to help pay for its recently announced purchase of Trust Company of America. S&P's 'BBB' issuer credit rating and other ratings on E*Trade are unaffected because we expect that risk-adjusted capitalization will remain very strong. RATINGS LIST E*TRADE Financial Corp. Issuer Credit Rating BBB/Stable/-- New Rating E*TRADE Financial Corp. Preferred Stock BB EVANS & SUTHERLAND: Posts $767,000 Net Income in Third Quarter -------------------------------------------------------------- Evans & Sutherland Computer Corporation filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting net income of $767,000 on $8.04 million of sales for the three months ended Sept. 29, 2017, compared to net income of $561,000 on $10.30 million of sales for the three months ended Sept. 30, 2016. For the nine months ended Sept. 29, 2017, the Company reported net income of $781,000 on $22.83 million of sales compared to a net loss of $172,000 on $23.47 million of sales for the same period in 2016. As of Sept. 29, 2017, Evans & Sutherland had $26.55 million in total assets, $24.04 million in total liabilities and $2.50 million in total stockholders' equity. In the first nine months of 2017, $1,792,000 of cash used in operating activities was attributable to $1,099,000 of cash provided by the net income for the period, after the effect of $318,000 of non-cash items and an unfavorable change to working capital of $2,891,000. The change to working capital was driven by increases in receivables and costs and estimated earnings in excess of billings on uncompleted contracts. These increases are attributable to the timing of billings, customer payments and new customer orders. The change in working capital was also affected by an increase in prepaid expenses and other assets and a decrease in restricted cash for a performance guarantee that was released upon completion of the project. In the first nine months of 2016, the $2,116,000 of cash provided by operating activities was attributable to $426,000 of cash absorbed by the net loss for the period, after the effect of $598,000 of non-cash items and an increase in cash from changes to working capital of $1,690,000. The working capital changes contributing to the increase in cash consisted primarily of an increase in accrued expenses attributable to severance compensation and payroll schedules plus increased progress payments from customer contracts. Cash used in investing activities was $100,000 for the nine months ended Sept. 29, 2017 compared to $145,000 for the same period of 2016. Investing activities for both periods presented consisted entirely of property and equipment purchases. For the nine months ended Sept. 29, 2017, financing activities used $157,000 of cash compared to $148,000 in 2016 for principal payments on mortgage notes. According to Evans & Sutherland, "[W]e believe existing liquidity resources and funds generated from forecasted revenue will be sufficient to meet our current and long-term obligations. We continue to operate in a rapidly evolving and often unpredictable business environment that may change the timing or amount of expected future cash receipts and expenditures." A full-text copy of the Form 10-Q is available for free at: https://is.gd/l6HtkT About Evans & Sutherland Salt Lake City, Utah-based Evans & Sutherland Computer Corporation in conjunction with its wholly owned subsidiary, Spitz Inc., creates digital planetarium systems and full-dome show content. E&S has developed Digistar 5, a digital planetarium with full-dome video playback, real-time computer graphics, and a complete 3D digital astronomy package fully integrated into a single theater system. This technology allows audiences to be immersed in full-color, 3D computer-generated interactive worlds. E&S also offers Spitz domes, hybrid planetarium systems integrated with Digistar and theater systems from audio and lighting to theater automation. E&S products have been installed in over 1,300 theaters worldwide. Evans & Sutherland reported net income of $1.74 million for the year ended Dec. 31, 2016, following a net loss of $1.27 million in 2015. * * * This concludes the Troubled Company Reporter's coverage of Evans & Sutherland until facts and circumstances, if any, emerge that demonstrate financial or operational strain or difficulty at a level sufficient to warrant renewed coverage. EVERETT'S AUTOMOTIVE: Wants to Move Plan Filing Deadline to Dec. 4 ------------------------------------------------------------------ Everett's Automotive, LLC, asks the U.S. Bankruptcy Court for the Northern District of Illinois to extend the exclusive period for Everett's Automotive, LLC, to file a plan of reorganization and disclosure statement through Dec. 4, 2017. A hearing to consider the approval of the Disclosure Statement is scheduled for Dec. 7, 2017, at 10:30 a.m. On Sept. 28, 2017, an order was entered extending the time for the Debtor to file its Plan and Disclosure Statement to and including Nov. 13, 2017, and set the case for status on Nov. 29, 2017. Subsequently, the Court struck the status date and set the status date for Dec. 7, 2017, at 10:30 a.m. The Debtor says that since the date of filing, the Debtor has made changes to its operations in an effort to reduce monthly expenses and increase monthly income. Although the early summaries of monthly receipts and disbursements showed relatively marginal positive cash flow, the Debtor's summaries of monthly receipts and disbursements for June and July, show increased cash flow of approximately $2,500 and $5,500. Although the summary of receipts and disbursements for August shows marginal cash flow, it is still positive cash flow with the ending balance being $16,217.64. The summary of monthly receipts and disbursements for September and October will be filed shortly. It is necessary for the extension requested herein in light of the following: a. the need to propose Plan which will retire tax obligations within five years of the date of filing; b. the need to come to an agreement with Midas regarding the amount of the pre-petition default under the Franchise Agreement and repayment schedule in order to assume the Franchise Agreement; and c. the need to propose meaningful dividend to general unsecured creditors after taking into account the payments required to assume the Lease Agreement, the Franchise Agreement and continue making monthly payments to Liberty Bank Trust. About Everett's Automotive Everett's Automotive, LLC, dba Midas Auto Service Experts, filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 17-07795) on March 13, 2017. Andrea Brown, Member, signed the petition. The Debtor is represented by Joel A. Schechter at the Law Offices of Joel A. Schechter. At the time of filing, the Debtor listed less than $50,000 in estimated assets and $500,000 to $1 million in estimated liabilities. EVIO INC: Granted Expanded Accreditation to Test for Pesticides --------------------------------------------------------------- EVIO, Inc., has been granted an expansion to its accreditation from the Oregon Environmental Laboratory Accreditation Program (ORELAP), a division of the Oregon Health Authority. The expanded accreditation include the ability for EVIO Labs to provide full-scope pesticide testing at its Medford location. The Company also attained additional accreditation to test for residual solvent residues at its Portland location. Together, the added accreditation will enable EVIO to substantially reduce its testing costs and improve customer satisfaction by decreasing turnaround time by eliminating the reliance of third party testing providers. "EVIO Labs has made substantial investment during the past year to achieve this milestone. During the last twelve months we have been focused on adapting to a new regulatory environment, increasing revenues, standardizing operations, and preparing for growth. These new accreditation in Oregon will enable the company to substantially reduce, if not nearly eliminate, our subcontracting costs. The last fiscal year these expenses alone topped $1 million," commented EVIO CEO, William Waldrop. "Bringing pesticide testing fully in-house and expanding our capability with residual solvent analysis will also allow us to substantially increase our market opportunity and simultaneously become an even more formidable competitor statewide." About EVIO, Inc. Based in Bend, Oregon, EVIO, Inc. is a life science company focused on advancing and analyzing cannabis as a means for improving quality of life. The Company provides analytical testing services, advisory services and performs product research in its accredited laboratory testing facilities. The Company's EVIO Labs division operating coast-to-coast provides state-mandated ancillary services to ensure the safety and quality of the nation's cannabis supply. For more information, visit www.eviolabs.com At a special meeting of stockholders held on Aug. 30, 2017, the stockholders of Signal Bay approved, among other things, an amendment to the Company's Restated and Amended Articles of Incorporation to change the name of the Company to "EVIO, Inc." The name change took effect at 12:01 am Sept. 6, 2017. Signal Bay reported a net loss of $2.55 million for the year ended Sept. 30, 2016, following a net loss of $1.45 million for the year ended Sept. 30, 2015. As of June 30, 2017, Signal Bay had $3.97 million in total assets, $3.13 million in total liabilities and $838,396 in total equity. MaloneBailey, LLP, in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Sept. 30, 2016, stating that the Company has negative working capital, recurring losses from operations and likely needs financing in order to meet its financial obligations. These conditions raise significant doubt about the Company's ability to continue as a going concern. EXCO RESOURCES: Amends Credit Agreement with JPMorgan ----------------------------------------------------- EXCO Resources, Inc., certain subsidiaries of EXCO, JPMorgan Chase Bank, N.A., as administrative agent, and the banks party thereto entered into the Ninth Amendment to Amended and Restated Credit Agreement, amending EXCO's Amended and Restated Credit Agreement, dated as of July 31, 2013. The Amendment amends the definition of Indebtedness (as defined in the Credit Agreement) to exclude, in certain circumstances, accounts payable incurred in the ordinary course of business. A full-text copy of the Amended Credit Agreement is available for free at https://is.gd/DhmaZS About EXCO EXCO Resources, Inc. -- http://www.excoresources.com/-- is an oil and natural gas exploration, exploitation, acquisition, development and production company headquartered in Dallas, Texas with principal operations in Texas, Louisiana and Appalachia. EXCO Resources reported a net loss of $225.3 million on $271 million of total revenues for the year ended Dec. 31, 2016, compared to a net loss of $1.19 billion on $355.70 million of total revenues for the year ended Dec. 31, 2015. As of Sept. 30, 2017, EXCO Resources had $830.17 million in total assets, $1.59 billion in total liabilities and a total shareholders' deficit of $760.36 million. KPMG LLP, in Dallas, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that probable failure to comply with a financial covenant in its credit facility as well as significant liquidity needs, raise substantial doubt about the Company's ability to continue as a going concern. * * * In December 2016, Moody's Investors Service downgraded EXCO Resources' corporate family rating to 'Ca' from 'Caa2'. "EXCO's downgrade reflects its eroded liquidity position which is insufficient to fully fund development expenditures at the level required to stem ongoing production declines," commented Andrew Brooks, Moody's vice president. "Absent an injection of additional liquidity, the source of which is not readily identifiable, EXCO could face going concern risk as it confronts an unsustainable capital structure." In March 2017, S&P Global Ratings raised its corporate credit rating on EXCO Resources to 'CCC-' from 'SD' (selective default). The rating outlook is negative. "The upgrade reflects our reassessment of our corporate credit rating on EXCO after the company exchanged most of its outstanding 12.5% second-lien secured term loans for $683 million new 1.75-lien secured payment-in-kind (PIK) term loans," said S&P Global Ratings' credit analyst Alexander Vargas. FIELDPOINT PETROLEUM: NYSE American Suspends Trading of Securities ------------------------------------------------------------------ FieldPoint Petroleum Corporation announced that the NYSE American has suspended trading of the Company's Common Stock and Warrants (expiring March 23, 2018) ticker symbols FPP and FPP WS effective Nov. 27, 2017. The NYSE had previously announced on Nov. 16, 2017 that it had commenced delisting procedures with respect to the Company. The Company has not requested a review of this determination by a Committee of the Board of Directors of NYSE American. Following suspension, the NYSE will apply to the Securities and Exchange Commission to delist the Company's Securities. In anticipation of the suspension and delisting, the Company has applied for listing and quotation of its Securities on the OTC.QB quotation system of the OTC Markets Group, Inc. About FieldPoint Petroleum FieldPoint Petroleum Corporation (NYSE:FFP) acquires, operates and develops oil and gas properties. Its principal properties include Block A-49, Spraberry Trend, Giddings Field, and Serbin Field, Texas; Flying M Field, Sulimar Field, North Bilbrey Field, Lusk Field, and Loving North Morrow Field, New Mexico; Apache Field, Chickasha Field, and West Allen Field, Oklahoma; Longwood Field, Louisiana; and Big Muddy Field, Wyoming. As of Dec. 31, 2015, the Company had varying ownership interests in 472 gross wells (113.26 net). FieldPoint Petroleum Corporation was founded in 1980 and is based in Austin, Texas. As of Sept. 30, 2017, FieldPoint had $7.97 million in total assets, $6.59 million in total liabilities and $1.37 million in total stockholders' equity. Hein & Associates LLP, in Dallas, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has suffered recurring losses, and has a working capital deficit. This, the auditors said, raises substantial doubt about the Company's ability to continue as a going concern. FieldPoint incurred a net loss of $2.47 million in 2016 and a net loss of $10.98 million in 2015. FINANCIAL RESOURCES: May Use Cash Collateral Through Feb. 1 ----------------------------------------------------------- The Hon. Paul G. Hyman, Jr., of the U.S. Bankruptcy Court for the Southern District of Florida has entered a third order authorizing Financial Resources of America, Inc. authority to use cash collateral nunc pro tunc to Petition Date and for an additional 90 days subject to a final hearing. The Debtor will be entitled to use cash collateral to pay all ordinary and necessary expenses in the ordinary course of his business for the purposes through and including 5:00 p.m. on Feb. 1, 2018. The Debtor sought the request to be able to pay expenses of administration like U.S. Trustee fees, intellectual property payments and operating expenses in order to maintain its business. The Debtor will make payments to TD Bank, N.A., on the 15th of each month. A copy of the court order is available at: http://bankrupt.com/misc/flsb16-17275-79.pdf About Financial Resources of America Financial Resources of America, Inc., filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 16-17275) on May 20, 2016. The petition was signed by Bart Caso, president. David L. Merrill, Esq., at Merrill PA, serves as bankruptcy counsel to the Debtor. The Debtor estimated assets and liabilities at $100,001 to $500,000 at the time of the filing. FIRST CAPITAL: Taps Hunt Jeppson as Special Counsel --------------------------------------------------- First Capital Retail, LLC, received approval from the U.S. Bankruptcy Court for the Eastern District of California to hire Hunt Jeppson & Griffin, LLP, as its special counsel. The firm will provide legal services to Rameshwar Prasad and the Debtor in connection with their dispute with Suneet Singal and First Capital Real Estate Investments, Inc., related to their purchase of membership interest in the Debtor. The firm's hourly rates range from $225 to $300 for associates and from $75 to $125 for law clerks and paralegals. Tory Griffin, Esq., the attorney who will be handling the case, charges $375 per hour. Hunt Jeppson does not hold any interest adverse to the Debtor's bankruptcy estate, according to court filings. The firm can be reached through: Tory E. Griffin, Esq. Hunt Jeppson & Griffin, LLP 1478 Stone Point Drive, Suite 100 Roseville, CA 95661 Phone: (916) 780-7008 Email: tgriffin@hjg-law.com About First Capital Retail Based in Rancho Cordova, California, First Capital Retail, LLC is into management of companies and enterprises. First Capital Retail sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Cal. Case No. 17-26125) on Sept. 14, 2017. Rameshwar Prasad, managing member, signed the petition. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of $10 million to $50 million. Judge Michael S. McManus presides over the case. The Debtor is represented by Gabriel E. Liberman, Esq. at the Law Offices of Gabriel Liberman, APC. No request has been made for the appointment of a trustee or examiner, and no official committee has been appointed. FREDDIE MAC: Grace Huebscher Elected to Board of Directors ---------------------------------------------------------- Freddie Mac announced that Grace A. Huebscher was elected as a member of the company's board of directors. Ms. Huebscher, 57, is an executive with decades of experience in the real estate and capital markets industries. "We are very pleased that Grace is joining the Freddie Mac Board," said Christopher S. Lynch, Freddie Mac's non-executive chairman. "She is a seasoned executive with a deep understanding of the multifamily business and the capital markets. We look forward to the valuable insights and entrepreneurial spirit Grace will bring to the Board during a crucial period of GSE conservatorship." Ms. Huebscher served as president of Capital One Multifamily Finance, LLC, a subsidiary of Capital One Financial Corporation, from 2013 until March 2017 and served as an advisor of Capital One Commercial Bank from April 2017 until November 2017. Prior to that, Ms. Huebscher was chief executive officer of Beech Street Capital, LLC, a company she co-founded in 2009. From 1997 to 2009, she held a variety of positions at Fannie Mae, including Vice President, Capital Markets. Ms. Huebscher currently serves as a director of The Kenyon Review. She is a former member of the Commercial Board of Governance of the Mortgage Bankers Association. Ms. Huebscher earned a bachelor's degree from Kenyon College. About Freddie Mac Headquartered in McLean, Virginia, Freddie Mac makes home possible for millions of families and individuals by providing mortgage capital to lenders. Since its creation by Congress in 1970, the company has made housing more accessible and affordable for homebuyers and renters in communities nationwide. Freddie Mac is building a housing finance system for homebuyers, renters, lenders and taxpayers. Learn more at FreddieMac.com, Twitter @FreddieMac and Freddie Mac's blog FreddieMac.com/blog. During the time of the subprime mortgage crisis, on Sept. 6, 2008, Fannie Mae and Freddie Mac were placed into conservatorship by the U.S. Treasury. The Treasury committed to invest up to $200 billion in preferred stock and extend credit through 2009 to keep the GSEs solvent and operating. Both GSEs are still operating under the conservatorship of the Federal Housing Finance Agency (FHFA). In exchange for increased future support and capital investments of up to $200 billion in each GSE, each GSE agreed to issue to the Treasury (i) $1 billion of senior preferred stock, with a 10% coupon, without cost to the Treasury and (ii) common stock warrants representing an ownership stake of 79.9%, at an exercise price of one-thousandth of a U.S. cent ($0.00001) per share, and with a warrant duration of 20 years. FUNCTION(X) INC: Appoints Mazars USA as Accountants --------------------------------------------------- The Audit Committee of the Board of Directors of Function(x) Inc. conducted a selection process to identify and engage a new independent registered public accounting firm. As a result of this process, the Committee approved the appointment of Mazars USA LLP as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2017. The Company said that during the two most recent fiscal years and in the subsequent interim period through Oct. 31, 2017, it has not consulted with Mazars with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that would have been rendered on the Company's consolidated financial statements, or any other matters set forth in Item 304(a)(2)(i) or (ii) of Regulation S-K. About Function(x) Based in New York, FunctionX Inc (NASDAQ:FNCX) -- http://www.functionxinc.com/-- is a diversified media and entertainment company. The Company conducts three lines of businesses, which are digital publishing through Wetpaint.com, Inc. (Wetpaint) and Rant, Inc. (Rant); fantasy sports gaming through DraftDay Gaming Group, Inc. (DDGG), and digital content distribution through Choose Digital, Inc. (Choose Digital). Wetpaint is a media channel reporting original news stories and publishing information content covering television shows, music, celebrities, entertainment news and fashion. Choose Digital is a business-to-business platform for delivering digital content. DDGG is a business-to-business operator of daily fantasy sports. The Company's digital publishing business also includes Rant, which is a digital publisher that publishes original content in over 13 verticals, such as in sports, entertainment, pets, cars and food. On Jan. 27, 2016, Function(x) Inc. changed its name from Viggle Inc. to DraftDay Fantasy Sports, Inc., and changed its ticker symbol from VGGL to DDAY. On June 10, 2016, the Company changed its name from DraftDay Fantasy Sports, Inc., to Function(x) Inc., and changed its ticker symbol from DDAY to FNCX. It now conducts business under the name Function(x) Inc. BDO USA, LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2016, citing that the Company has suffered recurring losses from operations and at June 30, 2016, has a deficiency in working capital that raise substantial doubt about its ability to continue as a going concern. Function(x) incurred a net loss of $63.68 million for the year ended June 30, 2016, compared to a net loss of $78.53 million in fiscal 2015. As of Dec. 31, 2016, Function(x) had $31.80 million in total assets, $27.94 million in total liabilities, and $3.85 million in total stockholders' equity. GIGA-TRONICS INC: Common Stock Starts Trading in OTCQB Exchange --------------------------------------------------------------- Giga-tonics Inc. started trading its common stock on the OTCQB Exchange on Oct. 30, 2017. The Company's ticker symbol (GIGA) remains the same. Giga-tronics Inc. remains a public company following the delisting and its shares will continues to trade publicly. The Company will continue to make SEC filings on Forms 10-K, 10-Q and 8-K, and it will remain subject to the SEC rules and regulations applicable to reporting companies under the Exchange Act. Giga-Tronics will maintain an independent Board of Directors with an independent Audit Committee and provide annual financial statements audited by an independent auditor and unaudited interim financial reports, prepared in accordance with U.S. generally accepted accounting principles. At this time the Company does not intend to effect the reverse split that was recently approved by shareholders. Increasing the Company's trading price to $1.00 or higher, expected to be a byproduct of the reverse split, was one of the conditions the Company needed to satisfy to stay listed on the NASDAQ Exchange. About Giga-tronics Headquartered in Dublin, California, Giga-tronics Incorporated produces electronic warfare instruments used in the defense industry and YIG RADAR filters used in fighter jet aircraft. It designs, manufactures and markets the new Advanced Signal Generator (ASG) for the electronic warfare market, and switching systems that are used in automatic testing systems primarily in aerospace, defense and telecommunications. Giga-tronics reported a net loss of $1.54 million on $16.26 million of net sales for the year ended March 25, 2017, compared to a net loss of $4.10 million on $14.59 million of net sales for the year ended March 26, 2016. As of Sept. 30, 2017, Giga-Tronics had $8.48 million in total assets, $8.81 million in total liabilities and a total shareholders' deficit of $335,000. "The Company has experienced delays in the development of features, receipt of orders, and shipments for the new Advanced Signal Generator ("ASG"). These delays have contributed, in part, to a decrease in working capital. The new ASG product has shipped to several customers, but potential delays in the development or refinement of features, longer than anticipated sales cycles, or uncertainty as to the Company's ability to efficiently manufacture the ASG, could significantly contribute to additional future losses and decreases in working capital. "To help fund operations, the Company relies on advances under the line of credit with Bridge Bank which expires on May 6, 2019. The agreement includes a subjective acceleration clause, which allows for amounts due under the facility to become immediately due in the event of a material adverse change in the Company's business condition (financial or otherwise), operations, properties or prospects, or ability to repay the credit based on the lender's judgement. As of September 30, 2017, the line of credit had a balance of $552,000. "These matters raise substantial doubt as to the Company's ability to continue as a going concern," the Company stated in its quarterly report for the period ended Sept. 30, 2017. GREEN CUBE: Needs to Use Cash Collateral for Operations ------------------------------------------------------- Green Cube Cafe Inc. and its affiliates seek permission from the U.S. Bankruptcy Court for the Southern District of New York to use property which may constitute collateral in which Funding Metrics, Retailing Capital, Everest Business Funding, Fund Works, Merchant Capital, and On Deck Capital may assert a security interest. The Debtor believes that the Disputed Secured Creditors are the only parties that may assert a perfected security interest in its property which may constitute cash collateral. The Debtor wants to use the collateral to continue the operation of its business and to preserve the value of its estate during the course of the Chapter 11 case. As adequate protection for the Debtors' use of the Disputed Secured Creditors' collateral and in consideration for the use of the collateral, the Debtor will grant the Disputed Secured Creditors replacement liens in all of the Debtors' prepetition and post-petition assets and proceeds, including the collateral and the proceeds of the foregoing, to the extent that the Disputed Secured Creditors had valid security interests in the pre-petition assets on the Petition Date and in the continuing order of priority that existed as of the Filing Date. A copy of the Debtors' request is available at: http://bankrupt.com/misc/nysb17-23751-8.pdf About Green Cube Cafe Headquartered in Yonkers, New York, Green Cube Cafe -- https://greencubecafe.com/ -- is a fast food company that serves fresh and natural ingredients. Green Cube offers salads, smoothies, soups, yogurts and gourmet cafe and bakery items, all freshly baked on its premises. The company has locations at Cross County Shopping Center - Yonkers, NY; Jefferson Valley Mall - Yorktown Heights, NY; Queens Center Mall - Elmhurst, NY; Green Acres Mall - Valley Stream, NY; 3 Purdy Ave., Rye, NY; and Danbury Fair Mall, Danbury CT. Green Cube Cafe Inc. (Bankr. S.D.N.Y. Case No. 17-23751), and affiliates Green Cube Cafe Leasing LLC (Bankr. S.D.N.Y. Case No. 17-23752), Green Cube Cafe III LLC (Bankr. S.D.N.Y. Case No. 17-23753), Green Cube Cafe VI, LLC (Bankr. S.D.N.Y. Case No. 17-23754), and Green Cube Cafe Danbury LLC (Bankr. S.D.N.Y. Case No. 17-23755) simultaneously filed Chapter 11 petitions on Nov. 15, 2017. The petitions were signed by Lung Chen, president. Judge Robert D. Drain presides over the case. Dawn Kirby, Esq., at Delbello Donnellan Weingarten Wise & Wiederkehr, LLP, serves as the Debtors' bankruptcy counsel. Green Cube Cafe Inc. estimated its assets and liabilities at up to $50,000 each. GUITAR CENTER: Moody's Lowers CFR to Caa1; Outlook Negative ----------------------------------------------------------- Moody's Investors Service downgraded Guitar Center Inc.'s (GCI) ratings. The downgrade and negative outlook reflect Moody's continued concern regarding GCI's significant and relatively near-term debt maturities. Excluding the company's $375 million asset-backed loan facility, approximately 65% of the company's long-term debt matures in April 2019. GCI's Corporate Family Rating was downgraded to Caa1 from B3, and its Probability of Default Rating was downgraded to Caa1-PD from B3-PD. At the same time, GCI's senior secured first lien notes were downgraded to Caa1 from B3 while its unsecured notes were downgraded to Caa3 from Caa2. The rating outlook is negative. This concludes the review for downgrade that was initiated on Sep. 28, 2017. "The downgrade considers that despite Moody's expectation that GCI will generate relatively stable earnings and positive free cash flow, a significant majority of the company's debt matures in less than 18 months," stated Keith Foley, a Senior Vice President at Moody's. "GCI's cash flow on its own will not be enough to materially reduce debt and improve leverage within the time frame the company has to address its debt maturities," added Foley. Downgrades: Issuer: Guitar Center Inc. -- Probability of Default Rating, Downgraded to Caa1-PD from B3- PD -- Corporate Family Rating, Downgraded to Caa1 from B3 -- Senior Secured Regular Bond/Debenture, Downgraded to Caa1(LGD4) from B3(LGD3) -- Senior Unsecured Regular Bond/Debenture, Downgraded to Caa3(LGD5) from Caa2(LGD5) Outlook Actions: Issuer: Guitar Center Inc. -- Outlook, Changed To Negative From Rating Under Review RATINGS RATIONALE GCI's $375 million asset-based credit facility (not-rated) matures on April 2, 2019. The company's $615 mil 6.5% senior secured 1st lien notes mature on April 15, 2019. GCI's $325 million 9.625% senior unsecured notes do not mature until 2020. Although GCI is currently in negotiations to refinance its outstanding debt, and still has time to refinance these debt obligations, Moody's believes the more compressed that time period becomes from this point on, the more challenging it will be for GCI to address its debt maturity profile particularly in light of the key challenges faced by the company. These challenges include the company's high leverage -- debt/EBITDA on a Moody's adjusted basis is about 6.2 times -- and limited revenue visibility regarding the retail environment for musical instruments. The negative outlook reflects continued concern on Moody's part with respect to the GCI's ability to extend its debt maturity profile and obtain terms and pricing terms that will enable it to compete in the specialty retail environment over the longer-term. GCI's ratings could be lowered if, for any reason prior to maturity, the company executes a refinancing in a manner that involves impairment to existing lenders -- an event that Moody's would deem to be a distressed exchange -- or if it appears that the company will not be able to refinance is near-term debt maturities by the end of March 2018, approximately one-year before the company's $615 mil 6.5% senior secured notes come due. The degree and timing of any downgrade depends on Moody's assessment of GCI's refinancing plans and opportunities at various points going forward. The rating outlook would be revised back to stable if GCI is able to push out its debt maturities prior to maturity without any impairment to creditors. A higher rating is possible over the long-term, but would also require that GCI, materially improve its credit metrics -- achieve and maintain lease-adjusted debt/EBITDA of at least 4.5 times and EBIT/interest at or above 2.5 times. GCI is the largest retailer of music products in the United States based on revenues. GCI is a wholly-owned subsidiary of Guitar Center Holdings, Inc. The company has three reportable business segments, comprised of Guitar Center, Musician's Friend and Music & Arts. GCI is a private company and does not publicly disclose detailed financial information. The principal methodology used in these ratings was Retail Industry published in October 2015. HARSCO CORP: Fitch Rates $546MM Secured Term Loan 'BB+/RR1' ----------------------------------------------------------- Fitch Ratings has assigned a rating of 'BB+/RR1' to Harsco Corporation's $546 million extended, secured term loan B maturing in November 2024. Fitch currently rates Harsco's Long-Term Issuer Default Rating (IDR) 'BB' and its secured revolver 'BB+/RR1'. The Rating Outlook is Stable. Harsco had $624 million of debt outstanding as of Sept. 30, 2017. KEY RATING DRIVERS Business Recovering: Harsco's business has begun to recover in 2017 following significant weakness in 2015-2016 as a result of improved conditions in the company's metals and minerals (M&M) and industrial end markets. The M&M segment (67% of 2016 revenues) reported 4% revenue growth and higher margins in the first nine months of 2017 due to higher steel output and service levels. The industrial segment (17% of sales) also generated healthy sales and earnings growth in the period due to a rebound in demand for heat exchangers sold into the U.S. energy market. Rail Segment Pressured: The rail segment (16% of sales) generated 2.5% sales growth and flat margins in the nine months due to lower equipment shipments in North America offset by higher parts and services revenues. Sales of maintenance of way equipment are expected to remain soft in 2018. In addition, the company will continue to incur negative cash flow on a contract with Swiss Rail as it delivers the equipment under the contract over the next few years. Growth Orientation: Harsco has returned to a growth orientation in its M&M segment, with an expected increase in capex to capitalize on growth opportunities over the medium term. These opportunities stem from the potential for new contracts at existing locations and with mills in China, India and other emerging markets. This follows a significant restructuring of the M&M segment over 2014-2016 and a decision by management in 2017 to retain this business rather than sell or spin it off. Lower but Positive FCF: Free cash flow (FCF) turned positive in 2016 as a result of the suspension of the dividend, which saves $66 million annually, and a reduction in capex. Fitch expects FCF will remain healthy in 2017 and that this cash flow will be used in part for debt reduction. An expected increase in growth capex will likely constrain FCF beginning in 2018, though Fitch expects FCF to remain positive going forward and that the company will maintain disciplined cash deployment. Lower Financial Leverage: The ratings take into account the deleveraging that followed Harsco's September 2016 sale of its 26% interest in Brand Energy & Infrastructure Services, Inc. for net cash proceeds of $145 million. Debt/EBITDA improved from 3.3x at the end of 2015 to 2.7x at the end of 2016, and improved further to 2.3x as of Sept. 30, 2017. Fitch expects flat to modestly lower leverage in 2018. Cyclical End-Markets: As Harsco's results have improved in 2017, Fitch recognizes that the company's results are tied to the challenging and cyclical metal, energy and rail equipment end-markets, with particular exposure to steel and mineral markets. The ratings also take into account Harsco's moderate size, the need for ongoing restructuring to remain competitive and support returns, and lower expected FCF going forward. DERIVATION SUMMARY Harsco is a diversified manufacturer and service provider that participates in a variety of end-markets, each of which has a different set of competitors. Other diversified industrials of a similar size and with credit opinions in the 'bb' category include Global Brass and Copper Holdings, which processes copper and copper alloys, and Rexnord Corp., which makes highly engineered products for a variety of end markets. Harsco has lower financial leverage than both companies, and generates EBITDA margins that are higher than Global Brass and in-line with those of Rexnord. No country-ceiling, parent/subsidiary or operating environment aspects impact the rating. KEY ASSUMPTIONS Fitch's key assumptions within its rating case include: -- Sales grow by around 6% in 2017, with particular strength in the industrial segment and moderate growth in the M&M and rail segments, followed by low single digit growth in 2018. -- EBITDA improves to around $270 million in 2017 and is flat to moderately higher in 2018. -- FCF is relatively steady in 2017 compared with $85 million in 2016, but will decline in 2018 due to higher capex in the M&M segment. -- Debt/EBITDA improves to around 2.3x at the end of 2017 from 2.7x at the end of 2016, and is flat to modestly improved in 2018. RATING SENSITIVITIES The ratings are unlikely to be upgraded in the medium term given the relatively small size and cyclical nature of its businesses. -- Longer term, developments that may, individually or collectively, lead to a positive rating action include the company developing into a larger, more diversified operation; -- Stronger FCF generation; -- Debt/EBITDA sustained under 2.5x and funds from operations (FFO)-adjusted leverage under 3.5x. Future developments that may, individually or collectively, lead to a negative rating action: -- Fitch's expectation that debt/EBITDA will remain above 3.0x- 3.5x, and FFO adjusted leverage will remain above 4.0x-4.5x; -- Negative FCF on a sustained basis. LIQUIDITY Harsco's liquidity at Sept. 30, 2017 was supported by cash of $60 million, of which $59 million was held overseas. This cash is used in the company's foreign operations for working capital purposes, though part of it could be repatriated at relatively low tax rates. Liquidity is further supported by a $400 million secured revolver, on which $282 million was available. Liquidity is also supported by FCF, which turned positive in 2016. FULL LIST OF RATING ACTIONS Harsco Corporation Fitch assigns a rating of 'BB+/RR1' to Harsco's extended and repriced Term Loan B Fitch currently rates Harsco as follows: -- Long-Term IDR 'BB'; -- Senior secured RCF 'BB+/RR1'; The Rating Outlook is Stable. HARSCO CORP: Moody's Rates Amended $546MM 1st Lien Loan 'Ba1' ------------------------------------------------------------- Moody's Investors Service rated Harsco Corporation's amended and extended $546 million first lien term loan Ba1. Harsco is proposing to extend the maturity of the term loan by one year to 2024, reduce pricing, and modify certain covenants. Harsco's Corporate Family Rating is Ba1 and Probability of Default Rating is Ba1-PD. Assignments: Issuer: Harsco Corporation -- $546 million senior secured 1st lien term loan, assigned Ba1 (LGD3) RATINGS RATIONALE Harsco's Ba1 Corporate Family Rating benefits from its (1) strong free cash flow generation and conservative operating strategy (2) global, diversified revenue stream in three different segments, Metals and Mining, Industrial and Rail, thereby reducing the risks inherent in cyclical end markets (3) its size and scale relative to competitors (4) market and fundamental improvements in the steel and energy industries (5) its new multi-year contracts in 2017 in China, Brazil, Egypt and India projected to bring in greater revenue for Harsco's Metals & Minerals segment. At the same time, the Ba1 Corporate Family Rating is constrained by (1) seasonality of Harsco's business (2) cyclical economic conditions of commodities (3) weak adjusted debt to-EBITDA at 3.5x and adjusted EBITA-to-interest expense at 2.3x for the trailing 12 months ended September 30, 2017. However, Moody's recognize that the company has made efforts to improve its debt leverage and will continue to focus on lowering its debt leverage. The stable rating outlook presumes demand from key end-makets will grow moderately and that debt-to-EBITDA will trend towards 3.5x or better, and EBITA-to-interest will strengthen towards 2.4x over the next 12 -- 18 months as Harsco focuses on revenue through global growth and internal optimization initiatives. Positive rating actions over the intermediate term are unlikely as Harsco needs to demonstrate its ability to improve and sustain operating margins and cash flows. However, in the long term positive rating action could be considered if: * EBITA to interest expense remains above 4.5x * Adjusted debt to EBITDA is sustained below 3.0x * Adjusted debt to book capitalization is sustained below 50% * Liquidity profile improves Negative rating action would be considered if Harsco does not execute its plan to improve efficiency and reduce debt, specifically if: * Adjusted EBITA to interest expense is sustained below 2.75 times * Adjusted debt to EBITDA remains above 3.5 times * There is a deterioration in the liquidity profile The principal methodology used in this rating was Global Manufacturing Companies published in June 2017. Harsco Corporation, headquartered in Camp Hill, PA, is a diversified industrial service company focused on global markets for outsourced services to metal industries, metal recovery & mineral-based products, railway track maintenance and certain industrial equipment. Revenues for the 12 months through September 30, 2017 totaled approximately $1.5 billion. HARSCO CORP: S&P Rates New $546MM Term Loan B Due 2024 'BB+' ------------------------------------------------------------ S&P Global Ratings assigned its 'BB+' issue-level rating and '2' recovery rating to Harsco Corp.'s proposed $546 million term loan B due December 2024. The '2' recovery rating indicates S&P's expectation for substantial (70%-90%; rounded estimate: 75%) recovery in the event of a payment default. All of S&P's other ratings on Harsco, including its 'BB' corporate credit rating, remain unchanged. The company plans to use the proceeds from this term loan to repay the borrowings under its existing term loan B due November 2023. RECOVERY ANALYSIS Key analytical factors S&P said, "Our simulated default scenario contemplates a default occurring in 2022 due to a sustained weak global economy that hurts the company's key metal and minerals and industrial end markets. "We used a 5.5x EBITDA multiple to reflect the company's position in the niche market for mill services, the various industrial products it specializes in, and its rail maintenance equipment and spare parts." Simulated default assumptions -- The revolver will be 85% drawn at default; -- LIBOR at 2.50% in our assumed default year; and -- All debt obligations include six months of outstanding interest. Simplified waterfall -- Emergence EBITDA: $154 million -- Multiple: 5.5x -- Gross recovery value: $849 million -- Net recovery value for waterfall after administrative expenses (5%) and pension claims: $713 million -- Obligor/nonobligor valuation split: 42%/58% -- Estimated first-lien claim: $897 million -- Value available for first-lien claim (including value from deficiency claims): $713 million --Recovery range for first-lien claim: 70%-90% (rounded estimate: 75%) RATINGS LIST Harsco Corp. Corporate Credit Rating BB/Stable/-- New Rating Harsco Corp. $546M Trm Ln B Due Dec 2024 BB+ Recovery Rating 2(75%) HIGHVEST CORP: Case Summary & 2 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Highvest Corp. 7406 U.S. 27, N. Sebring, FL 33870 Business Description: Based in Sebring, Florida, Highvest Corp. was founded in 2009 and is engaged in the wholesale distribution of distilled spirits, including neutral spirits and ethyl alcohol used in blended wines and distilled liquors. Chapter 11 Petition Date: November 28, 2017 Case No.: 17-24166 Court: United States Bankruptcy Court Southern District of Florida (West Palm Beach) Judge: Hon. Paul G. Hyman, Jr. Debtor's Counsel: Angelo A. Gasparri, Esq. LAW OFFICE OF ANGELO A GASPARRI 1080 S Federal Highway Boynton Beach, FL 33435 Tel: 561-826-8986 Email: angelo@drlclaw.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Anthony R. Cozier, president. A full-text copy of the petition containing, among other items, a list of the Debtor's two largest unsecured creditors is available for free at http://bankrupt.com/misc/flsb17-24166.pdf HOCHHEIM PRAIRIE: S&P Places 'B+' FSR on CreditWatch Negative ------------------------------------------------------------- S&P Global Ratings placed its 'B+' financial strength ratings on Hochheim Prairie Farm Mutual Insurance Assoc. (HPFMIA) and its subsidiary, Hochheim Prairie Casualty Insurance Co. (HPCIC; collectively Hochheim) on CreditWatch with negative implications. S&P said, "We believe the company has demonstrated a strong ability to rebuild its capital despite the timing and severity of Hurricane Harvey. As of October 2017, the company had net loss of $19.7 million, a $9.1 million deterioration from the previous year, and a 116.5% combined ratio compared to 111.2%. In addition, as of October 2017 the company lost 28.4% of its capital, which is 12 points more than the 16.1% lost at this time in the previous year. This puts its capital base at greater risk from future events and pressures current capital-adequacy levels commensurate with its rating level. "The CreditWatch Negative highlights our concerns with Hochheim's ability to maintain its current reinsurance coverage. Because of the company's exposure to man-made and natural catastrophes in Texas, its ability to grow its capital organically is somewhat restricted. Given the significance of Hurricane Harvey and the possibility of increased reinsurance costs, the company could be challenged to get a similar reinsurance program during the January renewal period, which could put additional pressures on our assessment of its capitalization. Over the next 90 days, we will assess the company's ability to replenish its capital levels organically and get coverage similar to 2017 to guide our assessment of the impact to net catastrophe exposure. "We may lower our ratings by up to two notches in the next 6-12 months if the company is unable to replenish its capital and get adequate reinsurance protection, incurs additional losses that would materially reduce capital levels, or there is a change in our view of the risk of regulatory intervention because of the typical weather-related losses that it suffers in the first half of each year and the inclusion of a catastrophe charge in the risk-based capital assessment." IHS MARKIT: Moody's Rates New $400MM New Senior Notes 'Ba1' ----------------------------------------------------------- Moody's Investors Service assigned a Ba1 rating to IHS Markit Ltd.'s proposed $400 million of new senior notes. IHS Markit's existing ratings, including its Ba1 Corporate Family Rating (CFR) and senior unsecured debt ratings, Ba1-PD Probability of Default Rating and its SGL-1 Speculative Grade Liquidity rating are not affected. The ratings outlook is stable. The company plans to use the net proceeds from the new issuance to repay a portion of outstanding revolving borrowings. RATINGS RATIONALE The Ba1 rating reflects IHS Markit's enhanced scale, diversified business lines and leading positions as a provider of information services to the energy and transportation industries. Its credit profile is supported by the high proportion of recurring revenues, high EBITDA-to-free cash flow conversion and a good track record of integrating acquisitions. Moody's expects IHS Markit's mid-single digit organic revenue growth and EBITDA margin expansion to drive free cash flow in the high teens percentages of total debt (Moody's adjusted) and total debt to EBITDA to modestly decline from slightly over 4x (Moody's adjusted, including stock-based compensation expense, and pro forma for the acquisition of automotiveMasterMind in September 2017), to about 3.8x, over the next 12 to 18 months. The rating is constrained by IHS Markit's moderately high financial leverage, highly acquisitive growth strategy and history of significant share repurchases. The stable outlook is based on Moody's expectation for a modest decline in IHS Markit's leverage and strong free cash flow over the next 12 to 18 months. IHS Markit's SGL-1 liquidity rating reflects its very good liquidity profile that is supported by expected free cash flow of about $900 million over the next year and at least $1 billion of availability under its revolving credit facility. Moody's could raise IHS Markit's ratings if it maintains strong earnings growth and demonstrates a commitment to more conservative financial policies. The ratings could be upgraded if Moody's expects IHS Markit's total debt to EBITDA (Moody's adjusted) to be sustained below 3.0x. Conversely, the rating could be downgraded if weak operating performance or aggressive financial policies cause total debt to EBITDA and free cash flow-to-total debt to be sustained above 4x and below 15%, respectively, on a Moody's adjusted basis. Assignments: Issuer: IHS Markit Ltd. -- Senior Unsecured Regular Bond/Debenture, Assigned Ba1 (LGD4) IHS Markit provides information, research, analytics and other services to customers in major industries, financial markets, and governments. The principal methodology used in this rating was Business and Consumer Services published in October 2016. ION GEOPHYSICAL: Posts $5 Million Net Income in Third Quarter ------------------------------------------------------------- Ion Geophysical Corporation filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting net income of $5.01 million on $61.09 million of total net revenues for the three months ended Sept. 30, 2017, compared to net income of $1.91 million on $78.62 million of total net revenues for the same period in 2016. For the nine months ended Sept. 30, 2017, Ion Geophysical reported a net loss of $28.03 million on $139.65 million compared to a net loss of $58.38 million on $137.43 million of total net revenues for the nine months ended Sept. 30, 2016. As of Sept. 30, 2017, Ion Geophysical had $303.45 million in total assets, $273.39 million in total liabilities and $30.06 million in total equity. The Company reported Adjusted EBITDA of $27.1 million for third quarter 2017, compared to $24.4 million in the same period last year. Net cash flows from operations were $6.4 million during the third quarter 2017, compared to $15.6 million in third quarter 2016. Total net cash flows, including investing and financing activities, were $(3.0) million, compared to $10.1 million in third quarter 2016. The decline in net cash flows was a result of the significant increase in accounts and unbilled receivables at Sept. 30, 2017, of which a majority of the balances are expected to be collected during the fourth quarter 2017. Accounts and unbilled receivables increased to a combined balance of $65.2 million at Sept. 30, 2017; a $31.0 million increase from Dec. 31, 2016 and a $27.3 million increase from June 30, 2017. Brian Hanson, ION's president and chief executive officer, commented, "We are a niche business in the larger E&P market, so we target geographic areas and production optimization opportunities less dependent on cycle recovery, and where our differentiated technologies bring significant value. These efforts have begun to pay off and support the recovery of our business. "Continuing the strong momentum of the first and second quarters, our third quarter revenues increased sequentially by 33%, driven by continued strong sales of our 3D multi-client reimaging programs as well as new 2D programs we have recently launched. Excluding the OBS Services revenues from the prior year, our revenues of $61 million are up 26% over the third quarter of last year. We reported a net income of $5 million and Adjusted EBITDA of $27.1 million for the third quarter, doubling our Adjusted EBITDA for the first and second quarters of this year combined. Overall, our third quarter was stronger than anticipated and we expect to finish the year strong. "We experienced a significant increase in our accounts and unbilled receivables during the quarter and their collection, combined with expected year-end customer spending on data libraries, should result in significant cash generation during the fourth quarter. This should lead to a meaningful increase in our liquidity, which in turn positions us well for the third lien bond maturity in May 2018." As of Sept. 30, 2017, the Company had total liquidity of $52.3 million, consisting of $40.2 million of cash on hand and $12.1 million of undrawn borrowing base available under its revolving credit facility. The borrowing base under this maximum $40.0 million revolving credit facility was $22.1 million, and there was $10.0 million of indebtedness outstanding under the credit facility at Sept. 30, 2017. Even though the Company experienced a significant increase in its accounts and unbilled receivables, those increases were part of the Company's foreign operations, which are not included in the borrowing base calculation. A full-text copy of the Form 10-Q is available for free at: https://is.gd/H8WhYw About ION Headquartered in Delaware, ION Geophysical Corporation -- http://www.iongeo.com/-- is a provider of technology-driven solutions to the global oil and gas industry. ION's offerings are designed to help companies reduce risk and optimize assets throughout the E&P lifecycle. ION Geophysical reported a net loss attributable to the Company of $65.14 million in 2016, a net loss attributable to the Company of $25.12 million in 2015 and a net loss attributable to the Company of $128.25 million in 2014. * * * In October 2016, S&P Global Ratings raised the corporate credit rating on ION Geophysical to 'CCC+' from 'SD'. The rating action follows ION's partial exchange of its 8.125% notes maturing in 2018 for new 9.125% second-lien notes maturing in 2021. In May 2016, Moody's Investors Service affirmed ION Geophysical's 'Caa2' Corporate Family Rating, and affirmed and appended its Probability of Default Rating (PDR) at 'Caa2-PD/LD'. JKI IV: Wants to Use Cash Collateral for Operations --------------------------------------------------- JKI IV, Inc., seeks permission from the U.S. Bankruptcy Court for the District of New Jersey to use cash collateral to fund its ordinary course of business operations and administration. The Debtor asserts that cash collateral is necessary for it to provide automotive services and repairs to the customers, and thus permitting it to successfully reorganize. The continued use of cash collateral will allow the Debtor to continue operating so that it can continue with its reorganization by proposing a plan to satisfy the claims of its creditors. The Debtor proposes to provide adequate protection to its only secured creditor, The Bancorp Bank, in the form of a replacement lien of the same extent, priority, and validity as existed prepetition. Accordingly, Bancorp will be granted replacement liens in unencumbered assets, matching its pre-petition collateral, as adequate protection. These liens will correspond with the Debtor's utilization of cash collateral encumbered by Bancorp, allowing the Debtor to access the necessary funds to continue operating while preventing, to the extent possible, damage to Bancorp's positions as a secured creditor. The Debtor represents that the replacement assets to be encumbered will represent accounts receivable for product and/or services completed, cash generated through the Debtor's operations, and any inventory or equipment purchased for use by the Debtor in its operations. Additionally, the Debtor is willing to make adequate protection payments to Bancorp in order to preserve Bancorp's position. To the extent that TNK and/or DLI attempted to secure their respective debts owed by the Debtor, both Tomorrow Never Knows, LLC, and DLI Assets Bravo, LLC, fall behind Bancorp in the order of priority. On the Petition Date, the Debtor's assets were valued at under $70,000. Accordingly, Bancorp's claim against the Debtor is undersecured and TNK and DLI's claims are entirely unsecured. A copy of the Debtor's request is available at: http://bankrupt.com/misc/njb17-31642-9.pdf About JKI IV Inc. JKI IV, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 17-31642) on Oct. 25, 2017. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $100,000 and liabilities of less than $1 million. Nella M. Bloom, Esq., Thomas D. Bielli, Esq., and David M. Klauder, Esq., at Bielli & Klauder, LLC, serve as the Debtor's legal counsel. Judge Jerrold N. Poslusny, Jr., presides over the case. JUBEM INVESTMENTS: Exclusivity Period Extended Until Feb. 26 ------------------------------------------------------------ The Hon. Eduardo V. Rodriguez of the U.S. Bankruptcy Court for the Southern District of Texas has extended, at the behest of Jubem Investments, Inc., the Debtor's exclusivity period until Feb. 26, 2018. As reported by the Troubled Company Reporter on Nov. 22, 2017, the Debtor asked the Court to extend by 90 days the Debtor's exclusivity period, to allow the sale of its real property to be finalized prior to a Chapter 11 bankruptcy plan being submitted. The exclusivity period was set to end on Nov. 28, 2017. The Debtor said that it will be able to more effectively put together a plan and disclosure statement once the sale of the real property located at 1700 Las Milpas Road, Pharr, Texas 78577, and 3600 E. Las Milpas Road, Hidalgo, Texas 78557 becomes final. About Jubem Investments Jubem Investments, Inc., dba Buffalo Wings & Rings, is a privately held company in San Juan, Texas. Its principal place of business is located at 3600 E. Las Malpas Road Hidalgo, Texas. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 17-10288) on July 31, 2017, estimating its assets at up to $50,000 and liabilities at between $1 million and $10 million. The petition was signed by Juan Miranda, its president. The bankruptcy petition was originally filed in the Bankruptcy Court's Brownsville Division. On Aug. 14, 2017, the case was transferred to the McAllen Division and assigned Case No. 17-70299. Judge Eduardo V. Rodriguez presides over the case. Guerra & Smeberg, PLLC, represents the Debtor as bankruptcy counsel. KANSAS CITY INTERNAL: Can Use Cash Collateral Thru Dec. 8 --------------------------------------------------------- The Hon. Dale L. Somers of the U.S. Bankruptcy Court for the District of Kansas has entered an interim order authorizing Kansas City Internal Medicine, P.A., to use cash collateral. A final hearing on the Debtor's cash collateral use will be conducted on Dec. 8, 2017, at 1:30 p.m. The interim court order will expire unless extended by further order of the Court or upon entry of a final order approving use of cash collateral. If any provision of the interim court order is modified, vacated or stayed by a subsequent order of the Court, the modification, vacation or stay will not affect the validity of any obligation or liability incurred pursuant to the Interim Order and prior to the effective date of such modification, vacation or stay. The Debtor does not believe that any creditor has a perfected secured claim to its cash, inventory, and accounts receivable, but to the extent a creditor has a claim, the items constitute cash collateral as defined in 11 U.S.C. Section 363(a). The Debtor has no source of income other than from the operation of its businesses and the collection of its accounts. If Debtor is not permitted to use cash collateral in the ordinary course of its business, it will be unable to pay its operating and business expenses, thus effectively precluding its orderly reorganization in these Chapter 11 proceedings and causing imminent and irreparable harm to its bankruptcy estate. A copy of the court order is available at: http://bankrupt.com/misc/ksb17-22168-40.pdf About Kansas City Internal Medicine Kansas City Internal Medicine, P.A. -- https://www.kcim.com/ -- a division of Signature Medical Group, is a private internal medicine physician practice with more than 170 employees serving over 135,000 patient visits per year. KCIM specializes in internal medicine, endocrinology, rheumatology, podiatry, integrative medicine, personalized healthcare, clinical psychology, and chiropractic. It also offers additional services including full service laboratory, ultrasound, bone density, intravenous infusion treatments, weight health and wellness, and diabetic shoe consultations. The company's gross revenue amounted to $3.86 million in 2016 and $26.69 million in 2015. KCIM has locations in Kansas City and Lee's Summit, Missouri and in Overland Park in Kansas. Kansas City Internal Medicine, P.A., sought Chapter 11 protection (Bankr. D. Kan. Case No. 17-22168) on Nov. 8, 2017. David Wilt, MD, president, signed the petition. The Debtor disclosed total assets at $567,000 and total liabilities at $1,477,611. Judge Dale L. Somers presides over the case. The Debtor disclosed Colin N. Gotham, Esq., at Evans & Mullinix, P.A., as counsel. LA SABANA: Hires Yesenia Medina-Torres as Notary ------------------------------------------------ La Sabana Development, LLC, seeks authority from the United States Bankruptcy Court for the District of Puerto Rico to employ Attorney Yesenia Medina-Torres as notary to prepare and authorize the Deed of Sale pending for the 363 Sale at a rate of 0.50% of the value of the transaction. Service the attorney will perform are: a. advise the Seller and the Buyer of their rights; b. obtain a Title Search of the Real Estate Property to be sold; c. prepare and file with the Centro de Recordation de Ingress Municipales the necessary documents to transfer the property to the buyer; d. obtain any debt certificates that he may deem necessary to complete the sale; and e. file with the Treasury Department the corresponding Informative Return, and any and all matters related thereto. Attorney Yesenia Medina-Torres attests that she does not represent an interest adverse to this estate and she is a "disinterested" person pursuant to 11 USC 327 (a), sec. 101(14). The Notary can be reached through: Yesenia Medina-Torres, Esq. Correa Acevedo & Abesada Law Offices, PSC. Centro Internacional de Mercadeo, Torre II #90 Carr. 165, Suite 407 Guaynabo, PR 00968 Tel: (787) 273-8300 Fax: (787) 273-8379 Email: ymedina@calopsc.com About La Sabana Development La Sabana Development LLC is a limited liability corporation, duly registered and authorized to do business in the Commonwealth of Puerto Rico. The Debtor is engaged in the business of developing residential units. The Debtor filed a Chapter 11 petition (Bankr. D.P.R. Case No. 15-08743), on Nov. 4, 2015. The case is assigned to Judge Mildred Caban Flores. The Debtor's counsel is Hector Eduardo Pedrosa Luna, Esq., The Law Offices of Hector Eduardo Pedrosa Luna, PO Box 9023963, San Juan, Puerto Rico. At the time of filing, the Debtor had estimated both assets and liabilities ranging from $10 million to $50 million each. The petition was signed by Cleofe Rubi-Gonzalez, president. LAKELAND HOLDINGS: S&P Assigns 'B' CCR, Outlook Stable ------------------------------------------------------ S&P Global Ratings assigned its 'B' corporate credit rating to Charlottesville, Va.-based Lakeland Holdings LLC. The outlook is stable. S&P said, "At the same time, we assigned a 'B' issue-level rating and '3' recovery rating to the company's proposed $60 million senior secured revolving credit facility due 2022 and $460 million senior secured term loan due 2024, consisting of $425 million initial term loan and $35 million delayed draw term loan expected to be undrawn at close. The '3' recovery rating indicates our expectation for meaningful (50% to 70%; rounded estimate: 50%) recovery for lenders in the event of a payment default. The borrower of the debt is Lakeland Tours, LLC." S&P did not assign ratings to the proposed $100 million seller notes. The company will use the proceeds from the proposed initial term loan and seller notes to refinance all of its existing debt and fund its acquisition by financial sponsors Eurazeo and Primavera, and for transaction fees and expenses. The company intends to draw the delayed draw term loan after the close of the transaction to fund a tuck-in acquisition that is currently under LOI. The rating on WorldStrides primarily reflects high leverage, low EBITDA margin and small scale compared to other broad and globally diversified rated education and leisure companies, its participation in a competitive and fragmented market with relatively low barriers to entry, the discretionary nature of its services, and modest switching costs for customers. The company's leading position in the K through 12 domestic market, good relationships with its suppliers, good retention rates in its K-12 domestic and higher education segments, and near-term revenue visibility partly offset these risk factors. S&P said, "The stable outlook reflects our expectation for good operating performance that will allow the company to reduce our measure of debt to EBITDA to the mid-6x area by fiscal 2019, below our 7x threshold at which we could consider lower ratings. WorldStrides has low capex needs, resulting in good free cash flow that could allow the company to reduce leverage quicker by using additional cash for debt repayment. Additionally, we expect EBITDA coverage of cash interest to be good, in the low-3x area through 2019. "We could consider lower ratings if we believed our measure of total adjusted debt to EBITDA were sustained above 7x, likely the result of operating underperformance, leveraging acquisitions, or shareholder returns. We could also consider lower ratings if EBITDA coverage of cash interest were sustained below 2x, or if free cash flow deteriorates in a manner that causes us to lose confidence that the company will be able to maintain leverage metrics inside our thresholds. "Higher ratings are unlikely at this time, given our forecast for high leverage and the company's financial sponsor ownership. However, we could consider higher ratings if the company were to sustain total adjusted debt to EBITDA below 5x on a sustained basis, including leveraging acquisitions and returns to shareholders." LAKELAND TOURS: Moody's Assigns B2 CFR; Outlook Stable ------------------------------------------------------ Moody's Investors Service assigned to Lakeland Tours, LLC (d/b/a "WorldStrides") a B2 Corporate Family Rating (CFR), B2-PD Probability of Default Rating, and a B1 rating to new first-lien credit facilities consisting of a $60 million revolving credit facility, a $425 million term loan facility and a $35 million delayed-draw term loan facility (contingent on completion of an acquisition). The ratings outlook is stable. Proceeds from the proposed debt issuance, approximately $584 million of equity, and $100 million of subordinated seller paper (treated as debt), will be used to finance the acquisition of tour operator WorldStrides by Eurazeo and minority investor Primavera Capital Group. Assignments: Issuer: Lakeland Tours, LLC -- Probability of Default Rating, Assigned B2-PD -- Corporate Family Rating, Assigned B2 -- Senior Secured Bank Credit Facility, Assigned B1 (LGD3) Issuer: Lakeland Tours, LLC -- Outlook, Assigned Stable RATINGS RATIONALE The B2 CFR reflects WorldStride's high initial leverage, mature demand for its core K-12 domestic service line, difficulty stabilizing revenue declines in its individual higher education service line and APAC operations, and potential for continued acquisition activity which could introduce integration difficulties or result in persistently high leverage levels if financed with additional debt. Pro forma for the close of the acquisition, WorldStride's debt to EBITDA as of the fiscal year ended June 30, 2017, will be about 7.8x (about 7.4x when adjusted for change in deferred revenue) but is expected to decline to approximately 7.5x over the next 12 to 18 months. The rating is supported by WorldStride's favorable cash flow characteristics, its leading position as a provider of full service domestic and international travel and education services to K-12, undergraduate and graduate students, long track record of organic growth and success in integrating acquired businesses. WorldStrides collects deposits on travel itineraries well in advance of service provision which provides strong visibility into free cash flow generation. Moody's forecasts free cash flow to debt to increase to about 7% over the next 12-18 months from about 5% in fiscal 2017, pro forma for the acquisition close, reflecting revenue and deferred revenue growth and limited capital expenditure requirements. The stable ratings outlook is based on Moody's expectation that over the next 12 to 18 months, WorldStrides will generate free cash flow of about $45 million, continue to grow revenue in its core service lines and stabilize revenue declines in its individual higher ed. service line and APAC operations. Moody's could upgrade WorldStride's ratings if the company generates continued mid to high single digit revenue, maintains leverage below 6x and free cash flow to debt approaches 10%. Moody's could downgrade WorldStrides ratings if execution challenges, competitive pressures or customer losses result in revenue erosion, free cash flow to debt declines to below 5% on other than a temporary basis or leverage is sustained above 8x. WorldStrides has adequate liquidity, supported by consistent free cash flow generation which is expected to be about $45 million over the next 12 to 18 months and access to a committed $60 million revolving credit facility. The company is expected to draw upon and repay the revolver on a seasonal basis. Pro forma for the close of the acquisition, WorldStrides is expected to have about $30 million of cash on the balance sheet. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Lakeland Tours, LLC (d/b/a "WorldStrides"), an accredited educational institution headquartered in Charlottesville, Virginia, is a leading provider of full service educational travel programs to K-12, undergraduate and post graduate students both domestically and internationally. WorldStrides generated revenues of approximately $583 million in the fiscal year ended June 30, 2017. The company is owned by Eurazeo and minority investor Primavera Capital Group. LUCKY # 5409: Unsecureds to Recover 49% Under Plan -------------------------------------------------- Lucky # 409, Inc., and Azhar H. Chaudhry, filed with the U.S. Bankruptcy Court for the Northern District of Illinois a disclosure statement dated Nov. 13, 2017, referring to the Debtor's plan of reorganization. Class 5 General Unsecured Claims (Business Claims) -- $446,749.33 (for distribution purposes; and $756,749.33 for voting purposes) -- are impaired by the Plan. Allowed claims will be paid by pro rata payment of approximately 49% of the allowed claim in cash upon the later of: (a) the date of allowance thereof by final court order; (b) the earliest date on which there are Liquidation Proceeds available to pay the Allowed Class 5 Claims; or (c) any Distribution Date as determined by the Disbursing Agent. After the Effective Date, Lucky will continue to exist as a separate and distinct legal entity, in accordance with applicable law in the jurisdiction in which it is incorporated or organized, solely to operate IHOP-Bridgeview through the Closing Date and, subsequently, distribute the Liquidation Proceeds pursuant to the Plan, which will be controlled by the Disbursing Agent. All distributions from the Lucky Liquidation Account shall be made solely with the signatures of both Chaudhry and the Disbursing Agent. Except as otherwise provided in the Plan, after the Closing Date, all property of the Debtors, except for the Retained Assets, will vest in Lucky free and clear of all claims, liens, charges, other encumbrances and interests. Lucky will be dissolved after the Disbursing Agent makes his final distribution. Since July 6, 2017, the Debtors and creditor IHOP have negotiated the terms of a global settlement of the adversary proceeding, IHOP claims objection, and the sale motion, including the sale of IHOP-Bridgeview to an IHOP approved purchaser. The value provided by the sale of IHOP-Bridgeview and IHOP settlement is equal to or exceeds the value of the Hemani Offer. In summary, the Purchase Price, included with the waiver of the IHOP Claims, results in value provided of not less than $1,200,000. Pursuant to Section 1123(b)(4) of the Bankruptcy Code, the Debtors intend to seek through the Plan, court approval of the sale of IHOP-Bridgeview, Asset Purchase Agreement, and settlement with IHOP. The Debtors, Purchaser, and IHOP have entered into an Asset Purchase Agreement for the sale of IHOP-Bridgeview to Khurram L. Mian. Purchaser will remit to the Debtors, or any escrow agent of the Debtors, on the Closing Date total consideration of $850,000. IHOP has consented to the assignment of the IHOP-Bridgeview to Purchaser as required in the Franchise Agreement and as set forth in Asset Purchase Agreement. The Franchise Assets are being sold pursuant to 11 U.S.C. Sections 363, 365 and 1229, and to the extent provided for in the Bankruptcy Code, are free and clear of any liens, claims and encumbrances, any and all of which will attach solely to the Purchase Price with the same validity, perfection and priority as existed against the Franchise Assets prior to the Sale; however, for the avoidance of doubt, any liens, claims and encumbrances arising in favor of IHOP and required under the Franchise Agreement will remain with the same validity, perfection and priority. Except for the IHOP Cure Claim, neither Debtors nor their Estates will have any liabilities for any liens, claims and encumbrances arising in favor of IHOP and required under the Franchise Agreement whether arising prior to or after the Closing Date. After the closing of the sale on the Closing Date, except as set forth in the Plan and the Asset Purchase Agreement, Lucky will cease all operations and all officers, directors and employee will be terminated as of the closing on the Closing Date. The net Sale Proceeds will be transferred upon closing to the Lucky Liquidation Account to be disbursed as set forth pursuant to Articles V and VII of the Plan. All funds in the Lucky Bank Account on or after the Closing Date will remain in the possession and control of the Debtors until the Operational Claims Deadline. Chaudhry shall be paid a reduced salary of $3,000 per month ($6,000 in total) in compensation for the wind-up of the Operational Claims. On the Operational Claims Deadline, the balance of the Lucky Bank Account will be accounted for and turned over to the Disbursing Agent and deposited in the Lucky Liquidation Account. Except as otherwise provided in the Plan or the Confirmation Order, all cash necessary for the Disbursing Agent to make payments pursuant to the Plan shall be obtained from the Sale Proceeds, the balance of the Lucky Liquidation Account, and, except for the Retained Assets, the liquidation of the Debtors' other assets existing, if any, as of the Confirmation Date. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/ilnb16-16264-173.pdf About Lucky # 5409 Azhar Chaudhry is an individual and franchisee of an International House of Pancakes restaurant located at 7240 W. 79th Street, Bridgeview, Illinois 60455 (IHOP-Bridgeview). IHOP-Bridgeview is operated through the corporate entity, Lucky # 5409, Inc. Chaudhry is the sole shareholder and president of Lucky. IHOP Bridgeview's day-to-day operations are run by the restaurant's manager, Ron Matin. Lucky # 5409, Inc., and Azhar Chaudhry sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 16-16264 and 16-16273) on May 13, 2016. The cases are jointly administered under Case No. 16-16264. The petitions were signed by Azhar M. Chaudhry, president. The Debtors estimated assets at $500,001 to $1 million and liabilities at $100,001 to $500,000 at the time of the filing. The Debtors are represented by Kevin H. Morse, Esq., at Arnstein & Lehr LLP. The Debtors hired Tax Consulting Inc. as accountant. MAMAMANCINI'S HOLDINGS: Closes Acquisition of Joseph Epstein Food ----------------------------------------------------------------- MamaMancini's Holdings, Inc., had closed its previously announced acquisition of Joseph Epstein Food Enterprises, Inc., a manufacturer of food products, which has been the sole manufacturer of the Company's products since inception. Under the agreed terms, no cash or stock was exchanged between the parties. JEFE was previously owned by the chief executive officer and president of the Company, who in the aggregate own approximately 44% of the Company's common stock. The Company believes that the transaction, on a pro-forma basis is accretive to the Company both in terms of Earnings Before Interest, Taxes, Depreciation and Amortization (a non-GAAP financial measure) and Net Profit in the range of $1.5 to $2.0 million over the next 12 months and brings increased value overall to the Company. The principal consideration for the transaction was the cancellation of approximately $2 million of inter-company debt and the assumption of approximately $2 million of accrued expenses and accounts payable. In considering the transaction, the Company's Strategic Alternatives Committee had obtained an independent professional outside appraisal of JEFE on both a freestanding and combined basis. On a conservative basis, the Committee concluded that the value of JEFE significantly exceeded the consideration the Company would pay pursuant to the LOI. While the transaction will increase Company debt and reduce net worth, the Committee believed that the benefits of this transaction significantly outweighed these considerations and would bring meaningful value accretion to the Company and its shareholders. About MamaMancini's Based in East Rutherford, NJ, MamaMancini's is a marketer and distributor of a line of beef meatballs, turkey meatballs, and chicken meatballs all with sauce, five cheese stuffed beef, turkey and chicken meatballs all with sauce, original beef and turkey meatloaves and bacon gorgonzola beef meatloaf, and other similar Italian cuisine products. The Company's sales have been growing on a consistent basis as the Company expands its distribution channel, which includes major retailers such as Costco, Publix, Shop Rite, Price Chopper, Jewel, SaveMarts, Luckys, Lunds/Byerly's, SuperValu, Safeway, Albertsons, Spartan Stores, Bashas, Whole Foods, Shaw's Supermarkets, Kings, Roche Brothers, Key Foods, Stop-n-Shop, Giant Stores, Giant Eagle, Food Town, Randalls, Kroger, Shoppers, Marsh's Supermarkets, King Kullen, Lowes Stores, Central Markets, Weis Markets, Ingles, and The Fresh Market. Visit website www.mamamancini's.com for more information. The Company had a net loss of $289,140 and $3,511,618 for the years ended Jan. 31, 2017 and 2016. As of July 31, 2017, MamaMancini's Holdings had $7.47 million in total assets, $6.17 million in total liabilities and $1.29 million in total stockholders' equity. * * * This concludes the Troubled Company Reporter's coverage of MamaMancini's until facts and circumstances, if any, emerge that demonstrate financial or operational strain or difficulty at a level sufficient to warrant renewed coverage. MARINE ACQUISITION: S&P Puts 'B' CCR on CreditWatch Positive ------------------------------------------------------------ S&P Global Ratings placed the 'B' corporate credit rating on Litchfield, Ill.-based Marine Acquisition Holdings Inc. on CreditWatch with positive implications. The action follows Dometic Group's announcement that it plans to purchase SeaStar in a transaction funded by cash and committed bank facilities. S&P said, "We expect SeaStar's $25 million revolver due 2019 and its $370 million term loan B due 2021 will be refinanced when the transaction closes, because there are change of control provisions in the credit agreement that will require refinancing of the credit facility. Upon transaction closing, we will withdraw the issue-level rating on the revolver and term loan. "The CreditWatch listing reflects the announced acquisition and our expectation that upon the close of the transaction we will raise our corporate credit rating on SeaStar to 'BB' with a stable outlook, same as that on Dometic Group. For the complete corporate credit rating rationale on Dometic Group, see our research update published Nov. 27, 2017." CreditWatch S&P said, "We will resolve the CreditWatch listing and raise our rating on SeaStar to 'BB' with a stable outlook once the transaction closes. We also expect to withdraw the rating on SeaStar's debt after the transaction closes." MARKET SQUARE: Wants Exclusive Plan Filing Extended to Feb. 23 -------------------------------------------------------------- Market Square Hospitality, LLC, asks the U.S. Bankruptcy Court for the Northern District of Illinois to extend the exclusive periods for the Debtor to file a Chapter 11 plan and solicit acceptance of the plan through and including Feb. 23, 2018, and May 3, 2018. Pursuant to Section 1121(b), only a debtor may file a plan in the first 120 days after filing a voluntary Chapter 11 petition. If the Debtor files a plan within the initial period of exclusivity, Section 1121 (c) gives the Debtor the exclusive right to solicit acceptances of the plan until 180 days after the voluntary petition is filed. The current deadline for the Debtor to exclusively file a plan is Nov. 25, 2017. The Debtor says that its size and debt structure are not particularly complicated. However, its exit strategy for a successful Chapter 11 is complicated because of the loss of its principal pre-petition customer, the Cancer Center of America. In order to successfully reorganize, the Debtor must find a new customer base for long term operations as a hotel; new revenue sources to replace the CTCA business in order to facilitate a prospective sale of the business; or find a buyer or joint venture partner to move forward with transitioning the current hotel to more productive use as a senior living or assisted living facility. The court heard most of this evidence in the trial this court conducted on the motion to modify stay. The Debtor, as opposed to any other party in interest in this case, is best situated to formulate a plan of reorganization that can deal with this complexity. The Debtor states that it will necessarily take additional time for it to replace the lost CTCA business and at the same time proceed with the evaluation of the feasibility of converting the hotel to a congregate living or assisted living facility. The Debtor needs the time to stabilize its hotel property and also to perform the due diligence required to evaluate the contemplated conversion to a new use. The Debtor expects to market the Property for sale pursuant to Section 363 or become a joint venture partner with a developer that already is in the congregate living assisted living market place. The Debtor tells the Court that it has made substantial progress in the retention of professionals to assist in developing a viable reorganization plan. In addition to the work done by Stuart Gaines that he described in detail at the trial, these, among other things, occurred: a) subsequent to the trial, Mr. Delisle and Mr. Delach engaged Mr. Gaines to perform a follow up market study and a follow up feasibility study, based upon the work done by ARCH; b) the Debtor engaged ARCH to do preliminary drawings for an assisted living facility prior to the Petition Date. Subsequent to the trial, Mr. Delisle and Mr. Delach retained ARCH to perform follow up design services. ARCH has prepared designs for two potentially viable concepts for conversion of the hotel. One is a combined assisted living facility and memory care facility of 76 units. It is contingent upon obtaining variances from applicable code requirements in order to reduce construction costs. Mr. Gaines and ARCH believe obtaining a variance is feasible. The second concept is an independent senior living facility consisting of 46 living units; c) the Debtor retained special counsel to seek relief from the Lake County Board of Review on the 2017 assessment of the hotel pursuant to an order entered on Aug. 23, 2017. The Board of Review held a hearing on Oct. 25, 2017, at which it announced it would propose a reduction in the assessed valuation. When that becomes final in February or March 2018, the reduction from the assessed valuation will reduce the 2017 real estate taxes, to be billed in 2018. Special counsel has indicated that the 2017 taxes would likely have been $280,000. Based on the reduction in the assessed valuation, the 2017 taxes are likely to be $239,000; d) on Nov. 1, 2017, the Debtor submitted a formal written proposal to the Veterans Administration to become a participate in the Emergency Housing Program at the rate of $55 per day. Participants would use rooms that would otherwise be unoccupied. Participation in this program would help stabilize the hotel pending proposal a plan of reorganization. On Nov. 21, 2017, the VA informed Mr. Delach that it would have a decision on Debtor's participation during the week of Nov. 27, 2017; e) the Debtor and HoiKima restaurant have executed an Addendum to the restaurant's lease. The Addendum provides (i) that the tenant will begin paying CAM of $1,407.90 in November 2017; (ii) the tenant will pay a security deposit of $5,000 in November 2017; (iii) the tenant will pay a fee of $2,500 in November 2017 for renegotiating the terms of the lease; and (iv) the tenant will begin paying monthly base rent in January 2018. In November 2017, HoiKima paid the Debtor $8,907.90 for CAM, security deposit, and the renegotiating fee; and f) subsequent to the Trial, the Debtor's managers have had communications with various mortgage brokers and developers in the senior living and assisted living market. The people contacted include Bob Welstead, Jeff Smith, Mike Speilman, Brett Murphy, Jeff Hyman, Noel Escolona, Patrick Taylor, and representatives of AIC Ventures. Each of these persons has expressed an interest in obtaining more information about the conversion of the hotel to a new use as senior living or assisted living. The Debtor admits that it is delinquent in payment of 2016 real estate taxes that first came due after the petition date (i.e. second installment). The Debtor is not currently able to pay for the accrued costs of its professionals in this case. However, Debtor's managers have personally paid for the engagement of Stuart Gaines and ARCH to move the reorganization process forward. Even though the Debtor is not able to pay all of its post-petition expenses as they become due, terminating exclusivity is not likely to alter or correct that state of affairs. The Debtor believes that Mr. Gaines will be able to complete his second market and feasibility studies based of the two options developed by ARCH by the end of 2017 or in January 2018. That information will enable the Debtor to make the decision on whether it should continue to pursue a conversion of the use of the hotel or start plans for marketing the Property based on its current use as a hotel and retail/office complex. The Debtor says it has been unable to engage Olson in a dialogue over how this case can come to a successful conclusion. The Debtor believes it has to be further along in its efforts to stabilize its business and formulate a plan before it can engage the SBA and unsecured creditors in a meaningful dialogue. The initial period of exclusivity terminated on Nov. 24, 2017. The Debtor has not asked for any prior extensions of the period of exclusivity. The Debtor is seeking the extension so that it go forward with a plan that will materially benefit all classes of creditors and parties in interest. If exclusivity is not extended, the only party that is likely to plan is Olson. However, Olson has not duty to any of the other creditors or the estate. He has no incentive to propose a plan that does anything other than pay his over-secured claim. The only existing contingencies are whether the Debtor will be successful in recovering on its rent claim against IMSC and whether it will meet its projections concerning its ability to pay the balance of the 2016 real estate taxes. If those contingencies turn out favorable to the Debtor, the Debtor's prospects for proposing a confirmable plan will be substantially enhanced. A copy of the Debtor's request is available at: http://bankrupt.com/misc/ilnb17-22394-127.pdf About Market Square Hospitality Market Square Hospitality, LLC, operates a hotel at 2723 Sheridan Rd, Zion, Illinois 60099, USA, known as "The Inn At Market Square". Market Square Hospitality filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 17-22394) on July 27, 2017, estimating its assets at up to $50,000 and its liabilities at between $1 million and $10 million. The petition was signed by David Delach and Richard Delisle, managers. Judge Janet S. Baer presides over the case. Abraham Brustein, Esq., and Julia Jensen Smolka, Esq., at Dimonte & Lizak, LLC, serve as the Debtor's bankruptcy counsel. MCCLATCHY CO: Stephanie Shepherd Resigns as Controller ------------------------------------------------------ The McClatchy Company announced that Stephanie Shepherd, corporate controller since December 2015, has resigned effective November 27 to pursue an executive finance role in the Nevada state education sector. A search for her replacement has begun. "Stephanie has been a tremendous asset to this company, a wonderful colleague and an accomplished corporate controller," said Elaine Lintecum, McClatchy's CFO. "She led the finance team to a new structure, creating centers of excellence and streamlining the finance functions across the company. We thank Stephanie for her many contributions and wish her all the best in the future." "The past two years have been characterized by exciting changes at McClatchy," said Shepherd. "I've met many friends and loved my time here, but coming from two generations of teachers, I'm excited to pursue a career in the higher education field. It was an honor to work with this team of exceptionally talented professionals and during my time here to help move the digital transformation forward by streamlining and improving the financial process at McClatchy." About McClatchy McClatchy -- http://www.mcclatchy.com-- is a publisher of iconic brands such as the Miami Herald, The Kansas City Star, The Sacramento Bee, The Charlotte Observer, The (Raleigh) News & Observer, and the (Fort Worth) Star-Telegram. McClatchy operates 30 media companies in 14 states, providing each of its communities with high-quality news and advertising services in a wide array of digital and print formats. McClatchy is headquartered in Sacramento, Calif., and listed on the New York Stock Exchange American under the symbol MNI. McClatchy reported a net loss of $34.19 million for the year ended Dec. 25, 2016, compared to a net loss of $300.2 million for the year ended Dec. 27, 2015. * * * McClatchy continues to hold Moody's Investors Service's "Caa1" corporate family rating. In December 2015, Moody's affirmed the "Caa1" corporate family rating rating and changed the rating outlook to stable from positive due to continued weakness in the print advertising market and the ongoing pressure on the company's operating cash-flow. McClatchy continues to hold Standard & Poor's "B-" corporate credit rating (outlook stable). As reported by the TCR on April 2, 2014, S&P affirmed all ratings on McClatchy including the 'B-' corporate credit rating, and revised the rating outlook to stable from positive. The outlook revision to stable reflected S&P's expectation that the timeframe for a potential upgrade lies beyond the next 12 months, and could also depend on the company realizing value from its digital minority interests. MCCLATCHY CO: Widens Net Loss to $260.5 Million in Third Quarter ---------------------------------------------------------------- The McClatchy Company filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss of $260.47 million on $212.60 million of net revenues for the three months ended Sept. 24, 2017, compared to a net loss of $9.80 million on $234.70 million of net revenues for the quarter ended Sept. 25, 2016. For the nine months ended Sept. 24, 2017, the Company reported a net loss of $393.49 million on $658.93 million of net revenues compared to a net loss of $37.27 million on $714.91 million of net revenues for the nine months ended Sept. 25, 2016. The increase in the net loss in the quarter and nine months ended Sept. 24, 2017, compared to the same periods in 2016, was primarily due to a pre-tax impairment charges of $171.0 million and a non-cash deferred tax valuation allowance impairment charge of $245.4 million. In addition, advertising revenues were lower, but were partially offset by a decrease in expenses. As of Sept. 24, 2017, the Company had $1.51 billion in total assets, $1.77 billion in total liabilities and a stockholders' deficit of $258.65 million. McClathcy's cash and cash equivalents were $84.0 million as of Sept. 24, 2017, compared to $23.2 million and $5.3 million as of Sept. 25, 2016, and Dec. 25, 2016, respectively. According to the Company, "We expect that most of our cash and cash equivalents, and our cash generated from operations, for the foreseeable future will be used to repay, restructure or repurchase debt, pay income taxes, fund our capital expenditures, invest in new revenue initiatives, digital investments and enterprise-wide operating systems, make required contributions to the Pension Plan, and for other corporate uses as determined by management and our Board of Directors. As of September 24, 2017, we had approximately $805.1 million in total aggregate principal amounts of debt outstanding, consisting of $439.7 million of our 9.00% Notes due 2022 and $365.4 million of our notes maturing in 2027 and 2029. We expect to continue to opportunistically repurchase or restructure our debt from time to time if market conditions are favorable, whether through privately negotiated repurchases of debt using cash from operations, privately negotiated exchanges of stock or debt for our outstanding debt or other types of tender offeres or exchange offers or other means. We also expect that we will refinance or restructure a significant portion of this debt prior to the scheduled maturity of such debt. However, we may not be able to do so on terms favorable to us or at all. We may also be required to use cash on hand or cash from operations to meet these obligations. We believe that our cash from operations is sufficient to satisfy our liquidity needs over the next 12 months, while maintaining adequate cash and cash equivalents to fund our operations." The Company generated $18.4 million of cash from operating activities in the nine months ended Sept. 24, 2017, compared to generating $61.3 million of cash in the nine months ended Sept. 25, 2016. The change is partially due to the timing of income tax payments in 2017 compared to income tax refunds in 2016. In the first nine months of 2017, the Company had net income tax payments of $10.0 million compared to $0.8 million in the first nine month of 2016. In addition, the change in cash generated from operating activities was due to the timing of collections of accounts receivable, which were lower by $24.4 million. The remaining changes in operating activities related to miscellaneous timing differences in various receipts and payments. The Company generated $86.6 million of cash from investing activities in the nine months ended Sept. 24, 2017. The Company received proceeds from the sale of property, plant and equipment ("PP&E") for $22.7 million, proceeds from the sale of our equity interest in equity investments for $66.7 million, and $7.3 million in distributions from its equity investments that exceeded the cumulative earnings from the investee and was considered a return of investment. These amounts were partially offset by the purchase of PP&E for $7.4 million and contributions to equity investments of $2.7 million. The Company expects total capital expenditures for the full year of 2017 to be approximately $12.0 million. The Company used $10.4 million of cash from investing activities in the nine months ended Sept. 25, 2016, which was primarily due to the purchase of PP&E for $10.5 million. The Company used $26.2 million of cash for financing activities in the nine months ended Sept. 24, 2017, compared to using $37.0 million in the nine months ended Sept. 25, 2016. During the nine months ended Sept. 24, 2017, the Company retired $16.9 million principal amount of the 5.75% Notes that matured on Sept. 1, 2017, and the Company repurchased or redeemed $51.7 million principal amount of its 9.00% Notes in privately negotiated transactions, for $70.6 million in cash. These repurchases were partially offset by the $44.0 million increase in the Company's financial obligations as a result of the sale and leaseback of one of its real properties. The use of cash in the first nine months of 2016 was primarily related to the repurchase of debt and treasury shares. A full-text copy of the Form 10-Q is available for free at: https://is.gd/XFoPc0 About McClatchy McClatchy -- http://www.mcclatchy.com-- is a publisher of iconic brands such as the Miami Herald, The Kansas City Star, The Sacramento Bee, The Charlotte Observer, The (Raleigh) News & Observer, and the (Fort Worth) Star-Telegram. McClatchy operates 30 media companies in 14 states, providing each of its communities with high-quality news and advertising services in a wide array of digital and print formats. McClatchy is headquartered in Sacramento, Calif., and listed on the New York Stock Exchange American under the symbol MNI. McClatchy reported a net loss of $34.19 million for the year ended Dec. 25, 2016, compared to a net loss of $300.2 million for the year ended Dec. 27, 2015. * * * McClatchy continues to hold Moody's Investors Service's "Caa1" corporate family rating. In December 2015, Moody's affirmed the "Caa1" corporate family rating rating and changed the rating outlook to stable from positive due to continued weakness in the print advertising market and the ongoing pressure on the company's operating cash-flow. McClatchy continues to hold Standard & Poor's "B-" corporate credit rating (outlook stable). As reported by the TCR on April 2, 2014, S&P affirmed all ratings on McClatchy including the 'B-' corporate credit rating, and revised the rating outlook to stable from positive. The outlook revision to stable reflected S&P's expectation that the timeframe for a potential upgrade lies beyond the next 12 months, and could also depend on the company realizing value from its digital minority interests. METAL SERVICES: Moody's Rates $425MM First Lien Term Loan 'B1' -------------------------------------------------------------- Moody's Investors Service assigned a B1 rating to Metal Services, LLC's (Metal Services) proposed senior secured first lien credit facilities and a Caa1 rating to its senior secured second lien term loan. The company plans to use the proceeds from the new term loans to pay off its existing term loan and mezzanine debt and to pay a shareholder dividend. Moody's affirmed the company's B2 corporate family rating, B2-PD probability of default rating and the outlook remains stable. The B1 rating on the existing senior secured first lien credit facilities remains unchanged and will be withdrawn once the refinancing is completed. Issuer: Metal Services, LLC Assignments: -- $50 million Senior Secured First Lien Revolving Credit Facility due 2022, Assigned B1 (LGD3) -- $425 million Senior Secured First Lien Term Loan due 2024, Assigned B1 (LGD3) -- $140 million Senior Secured Second Lien Term Loan due 2025, Assigned Caa1 (LGD6) Affirmations: Issuer: Metal Services, LLC. -- Corporate Family Rating, Affirmed B2 -- Probability of Default Rating, Affirmed B2-PD Outlook Actions: Issuer: Metal Services, LLC -- Outlook, Remains Stable RATINGS RATIONALE Metal Services' B2 corporate family rating is supported by its strong market position, highly-variable cost structure and the downside protection afforded by the company's long-term contracts with fixed fees and tiered pricing. It also reflects the high margins it has generated through various steel sector cycles, its ability to achieve consistent growth in the number of sites it serves, its variable maintenance expenditures and adequate liquidity. Metal Services' rating is constrained by its high financial leverage, weak interest coverage and inconsistent free cash generation due to periodic capital spending at new mill sites in advance of cash flow generation from those sites. The company is also reliant on the highly cyclical steel sector and has significant customer concentration with ArcelorMittal (Ba1 stable), though recent business wins with large customers provides some diversity. Metal Services plans to establish a new $425 million senior secured first lien term loan maturing in 2024 and a new $140 million senior secured second lien term loan due 2025 with the proceeds used to retire its existing term loan debt of around $370 million, pay off about $94 million of subordinated notes and pay a shareholder dividend of approximately $100 million. The company also plans to terminate its existing $24 million revolving credit facility and to establish a new $50 million revolver with a 5 year maturity. The proposed refinancing will extend the company's debt maturities by about 3.5 years and will increase its financial flexibility. However, it will increase its outstanding debt balance by about $100 million. Metals Services has recently benefitted from relatively favorable domestic and international steel sector dynamics, and the expectation those conditions will continue over the next 12 to 18 months. The improved US steel sector dynamics are supported by prices in the upper end of the range of the past few years along with moderately improved end market demand. US steel production has increased by about 4.0% through November 18, 2017 and worldwide steel production has risen by 5.6% through September 2017 according to the World Steel Association. Production is expected to remain above year ago levels for the remainder of this year and in 2018. The higher level of steel production has aided Metal Services' customers and its operating performance, since its revenue generation is tied to the production levels of the steel mills that it serves. The company is also benefitting from EBITDA generation from new mill sites. As a result, the company's revenues and adjusted EBITDA have increased moderately during the nine months ended September 2017. The improved operating performance has resulted in the adjusted leverage ratio (Debt/ EBITDA) declining to 4.3x versus 4.6x in December 2016. However, the interest coverage ratio (EBIT/Interest Expense) has weakened to about 0.6x from 0.7x due to the higher interest rate instituted on the revolver and term loan when the maturities were extended in May 2016. The company's operating results should strengthen further in 2018, but the improvement in credit metrics will be tempered by the increase in debt from the proposed refinancing. This will be offset by a reduction in its interest expense due to the elimination of the high rate subordinated debt. Moody's expect its adjusted leverage ratio to be in the range of 4.3x-4.7x and its interest coverage to rise to 1.1x-1.2x. These metrics will be weak for the B2 corporate family rating, but the rating also reflects the company's relatively strong profit margins and return on assets. Metal Services has adequate liquidity to support operations in the near-term. The company had $23 million of cash and net availability of $18.5 million on its $24 million revolving credit facility as of September 30, 2017. Its borrowing availability should increase by about $26 million when the new revolver is established, but its cash balance is expected to decline as part of the refinancing, with its total liquidity improving moderately. Moody's expects the company to generate sufficient EBITDA to cover cash interest, maintenance capital spending and expansionary capital spending associated with new contracts over the next 12 to 18 months. However, free cash flow generation will depend on the extent to which the company is awarded new contracts and whether improved business conditions require investments in working capital. The stable outlook reflects the likelihood that Metal Services' operating results will continue to strengthen over the next 12 to 18 months and result in credit metrics that are appropriate for the B2 rating. It also presumes the company will maintain adequate liquidity to support its operations. Metal Services' ratings are not likely to experience upward pressure in the near term, but an upgrade could occur if the company sustains a leverage ratio below 4.0x (Debt/EBITDA). An upgrade would also require more conservative financial policies, such as using internally-generated cash flow to fund a larger percentage of the capital associated with new business wins. The ratings would be considered for a downgrade if the company's leverage ratio rises above 5.0x or its interest coverage remains below 1.0x (EBIT/Interest Expense) on a sustainable basis. A material reduction in liquidity could also pressure the rating. Headquartered in Kennett Square, Pennsylvania, Metal Services LLC (Phoenix Services LLC) provides on-site steel mill services and generated about $380 million in revenues for the LTM period ended September 30, 2017. The company was founded in 2006 and has been majority-owned by private equity firm Olympus Partners since 2009. The principal methodology used in these ratings was Steel Industry published in September 2017. METROPOLITAN DIAGNOSTIC: Case Summary & 20 Top Unsecured Creditors ------------------------------------------------------------------ Debtor: Metropolitan Diagnostic Imaging Inc. dba Advanced Medical Imaging Center 111 North Wabash Avenue, Suite 620 Chicago, IL 60602 Business Description: Based in Chicago, Illinois, Advanced Medical Imaging Center has been providing radiological services since 1985. Its services include diagnostic breast MRI, digital screening mammography, high field MRI/MRA, open MRI/MRA, digital general x- ray, ultrasound, multidetector CT/CTA, DEXA and fluoroscopy/arthrography. Visit https://www.amic-chicago.com for more information. Chapter 11 Petition Date: November 28, 2017 Case No.: 17-35285 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: Hon. Timothy A. Barnes Debtor's Counsel: Monica C O'Brien, Esq. GREGORY K. STERN, P.C. 53 W Jackson Blvd Ste 1442 Chicago, IL 60604 Tel: 312 427-1558 Fax: 312 427-1289 Email: gstern1@flash.net - and - Gregory K Stern, Esq. GREGORY K. STERN, P.C. 53 West Jackson Blvd., Suite 1442 Chicago, IL 60604 Tel: 312 427-1558 Fax: 312 427-1289 Email: gstern1@flash.net greg@gregstern.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Moqueet Syed, 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/ilnb17-32585.pdf METROSPACES INC: Deficit Raises Going Concern Doubt --------------------------------------------------- Metrospaces, Inc., filed its quarterly report on Form 10-Q, disclosing a net profit of $1,912,644 on $6,803 of revenue for the three months ended March 31, 2016, compared with a net loss of $1,420,176 on $245,860 of revenue for the same period in 2015. At March 31, 2016, the Company had total assets of $5.12 million, total liabilities of $10.61 million, and $5.49 million in total stockholders' deficit. The Company has generated minimal revenues, has an accumulated deficit of $12,326,014, and stockholders' deficit of $5,493,582, as of March 31, 2016. The continuation of the Company as a going concern is dependent upon, among other things, continued financial support from its stockholders and the attainment of profitable operations. These factors, among others, raise substantial doubt regarding the Company's ability to continue as a going concern. There is no assurance that the Company will be able to generate revenues in the future. A copy of the Form 10-Q is available at: https://is.gd/wUnEAl About Metrospaces, Inc. Miami-based Metrospaces, Inc., through its subsidiaries, builds, sells and manages condominium properties located in Argentina and Venezuela. In January 2015, the Company acquired Bodega IKAL, S.A. and Bodega Silva Valent S.A. that collectively own 75 hectares of vineyards from which they sell grapes to local wineries. MICROVISION INC: Incurs $5.2 Million Net Loss in Third Quarter -------------------------------------------------------------- MicroVision, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss of $5.24 on $6.08 million of total revenue for the three months ended Sept. 30, 2017, compared to a net loss of $4.07 million on $4 million of total revenue for the three months ended Sept. 30, 2016. For the nine months ended Sept. 30, 2017, the Company reported a net loss of $16.38 million on $8.33 million of total revenue compared to a net loss of $11.10 million on $11.85 million of total revenue for the same period last year. As of Sept. 30, 2017, MicroVision had $37.30 million in total assets, $24.82 million in total liabilities and $12.47 million in total shareholders' equity. Operating loss for the third quarter of 2017 was $5.2 million, compared to $4.1 million for the third quarter a year ago. Operating loss was $16.4 million for the first nine months of 2017, compared to $11.1 million for the first nine months of 2016. For the third quarter of 2017, cash used in operations was $5.7 million compared to $3.8 million for the same period in 2016. For the nine months ended Sept. 30, 2017, cash used in operations was $7.8 million compared to cash used in operations of $10.9 million for the same period in 2016. The cash use for the first nine months of 2017 reflects a $10 million upfront payment received in the second quarter under the development and supply contract for a leading technology company. As of Sept. 30, 2017 backlog was $15.8 million and cash and cash equivalents were $25.3 million. As previously announced, Ragentek, a China-based smartphone manufacturer and solution company, placed a $6.7 million order with MicroVision in March 2017 for a customized model of the company's PSE-0403 display engine. Volume shipments of engines began in July and are ongoing. Ragentek began shipping its smartphone with the embedded display engine in late August. MicroVision plans to complete fulfillment of the order in the coming months. The PSE-0403 display engine is part of MicroVision’s engine line of business. Two additional scanning engines, one for 3D LiDAR sensing and the other for interactive display, are in the development stages. MicroVision has been engaging with potential customers about these engine solutions. As a result of customer interest in evaluating the 3D LiDAR scanning engine, the company plans to accelerate availability of a development kit for this engine to the end of this year, from an originally planned timeframe of second quarter 2018. Development kits for the interactive display engine have been provided to select OEMs and software developers for evaluation. Initial feedback to the company included indications of how much time would be needed to develop software applications for the interactive gesture and touch interface using the 3D point cloud output by the MicroVision scanning engine as well as requests for performance enhancements. MicroVision is planning upgrades to this engine based on this feedback, and commercial availability of the engine is now planned for the second half of 2018. During the third quarter, MicroVision continued working on a major development and supply contract for a laser beam scanning (LBS) system for a leading technology company. The development work began in April, and to date MicroVision has recognized $2.6 million in revenue for this contract, with $1.8 million of that being recognized in the third quarter of 2017. MicroVision also concluded work on two other development contracts signed last year. MicroVision delivered concept demonstration devices to these customers: one for augmented reality and the other for an automated driving assistance system (ADAS). Third quarter revenue from these contracts totaled $1.5 million. A full-text copy of the Form 10-Q is available for free at: https://is.gd/KiQngb About MicroVision Redmond, Washington-based MicroVision, Inc. -- http://www.microvision.com/-- is developing its PicoP(R) display technology that can be adopted by its customers to create high-resolution miniature laser display and imaging modules. This PicoP display technology incorporates the company's patented expertise in two-dimensional Micro-Electrical Mechanical Systems (MEMS), lasers, optics and electronics. The report from Microvision's independent registered public accounting firm Moss Adams LLP, in Seattle, Washington, for the year ended Dec. 31, 2016 includes an explanatory paragraph stating that the Company has incurred losses from operations and has an accumulated deficit, which raises substantial doubt about its ability to continue as a going concern. MicroVision reported a net loss of $16.47 million in 2016, a net loss of $14.54 million in 2015, and a net loss of $18.12 million in 2014. MONAKER GROUP: Buys Belize Property from A-Tech ----------------------------------------------- Monaker Group, Inc., entered into a purchase agreement with A-Tech LLC on behalf of its wholly-owned subsidiary Parula Village Ltd. Pursuant to the Property Purchase Agreement, on Nov. 21, 2017, the Company purchased from A-Tech ownership of 12 parcels of land on Long Caye, Lighthouse Reef, Belize. Additionally, pursuant to the Property Purchase Agreement and an addendum thereto, A-Tech agreed to construct 12 vacation rental residences on the Property within 270 days of closing of the transaction. In consideration for the acquisition of the Property and the Construction obligation, the Company issued A-Tech 600,000 shares of restricted common stock valued at $1.5 million or $2.50 per share. In the event the average closing price of the Company's common stock for the 10 trading days prior to the 90th day after the closing of the transaction is less than $2.50 per share, the Company has the option to issue up to an additional 100,000 shares of its restricted common stock such that the value of the shares issued to A-Tech totals $1.5 million (subject to the 100,000 share maximum). In the event any encumbrances, taxes, levies, claims or liens of any kind are brought against the Property within 24 months of the closing, the Company has the right at its sole discretion to either unwind the transaction and cancel all the shares issued to A-Tech or have A-Tech take actions to settle such claims. A-Tech also agreed to a leak out provision which prohibits it from selling shares of common stock exceeding 30% of the weekly volume of the its common stock, up to a maximum of 240,000 shares each quarter, starting 180 days from the closing (provided that A-Tech is prohibited from selling any shares prior to the 180th day following the closing). Additionally, A-Tech granted the Company (or itsr assigns) a 48 hour first right of refusal to purchase any shares of common stock proposed to be sold by A-Tech at $2.50 per share, prior to A-Tech selling any such shares in the open market. A-Tech agreed to warrant the Construction for one year after occupancy and in the event there are any repairs required in connection with such Construction, A-Tech agreed that if it did not pay such repairs the Company could cancel up to 200,000 of the shares issued to A-Tech based on a valuation for cancellation purposes of $1 per share. The Purchase Addendum requires that A-Tech provide architectural plans for the Construction within 90 days of the closing of the acquisition and complete the Construction within 270 days from the closing. About Monaker Headquartered in Weston, Florida, Monaker Group, Inc., formerly known as Next 1 Interactive, Inc. -- http://www.monakergroup.com/ -- operates online marketplaces for the alternative lodging rental industry and facilitate access to alternative lodging rentals to other distributors. Alternative lodging rentals (ALRs) are whole unit vacation homes or timeshare resort units that are fully furnished, privately owned residential properties, including homes, condominiums, apartments, villas and cabins that property owners and managers rent to the public on a nightly, weekly or monthly basis. The Company's marketplace, NextTrip.com, unites travelers seeking ALRs online with property owners and managers of vacation rental properties located in countries around the world. As an added feature to the Company's ALR offering, the Company also provides access to airline, car rental, hotel and activities products along with concierge tours and activities, at the destinations, that are catered to the traveler through its Maupintour products. LBB & Associates Ltd. LLP, in Houston, Texas, stated in its report on the Company's consolidated financial statements for the year ended Feb. 28, 2017, that the Company's accumulated deficit and limited financial resources raise substantial doubt about the Company's ability to continue as a going concern. Monaker reported a net loss of $7.10 million on $400,277 of revenues for the year ended Feb. 28, 2017, compared to a net loss of $4.55 million on $544,658 of revenues for the year ended Feb. 29, 2016. As of Aug. 31, 2017, Monaker had $6.50 million in total assets, $4.49 million in total liabilities and $2.01 million in total stockholders' equity. NAVISTAR INTERNATIONAL: Director Will Not Stand for Re-Election --------------------------------------------------------------- General (Retired) Stanley A. McChrystal notified Navistar International Corporation that he will not stand for re-election as director at the Company's 2018 Annual Meeting of Stockholders scheduled to be held on Feb. 13, 2018. General McChrystal's decision was not in connection with any disagreement with the Company pertaining to the Company's operations, policies or practices, as disclosed in a Form 8-K report filed by Navistar with the Securities and Exchange Commission. About Navistar Headquartered in Lisle, Illinois, Navistar International Corporation (NYSE: NAV) -- http://www.Navistar.com/-- is a holding company whose subsidiaries and affiliates produce International brand commercial and military trucks, proprietary diesel engines, and IC Bus brand school and commercial buses. An affiliate also provides truck and diesel engine service parts. Another affiliate offers financing services. Navistar reported a net loss attributable to the Company of $97 million on $8.11 billion of net sales and revenues for the year ended Oct. 31, 2016, compared with a net loss attributable to the Company of $184 million on $10.14 billion of net sales and revenues for the year ended Oct. 31, 2015. As of July 31, 2017, Navistar had $6.08 billion in total assets, $11 billion in total liabilities, and a total stockholders' deficit of $4.92 billion. * * * Navistar carries a 'B3' Corporate Family Rating (CFR) and stable outlook from Moody's. Moody's said in January 2017 that Navistar's ratings reflects the continuing challenges the company faces in re-establishing its competitive position and profitability in the North American medium and heavy truck markets. In October 2017, S&P Global Ratings affirmed its 'B-' corporate credit rating on Navistar International Corp. The outlook remains stable. "We could lower our ratings on Navistar if the company faces challenges that prevent it from maintaining its profitability, causing its credit measures to deteriorate or its liquidity to weaken. We could also lower our ratings if we come to believe that Navistar is dependent upon favorable business, financial, and economic conditions to meet its financial commitments, or if we view the company's financial obligations as unsustainable in the long term." As reported by the TCR on Oct. 26, 2017, Fitch Ratings affirmed the Issuer Default Ratings (IDRs) for Navistar International Corporation (NAV), Navistar, Inc., and Navistar Financial Corporation (NFC) at 'B-'. The Rating Outlook is Stable. Fitch expects NAV's debt and leverage could be nearly unchanged or increase slightly following the completion of its refinancing plans. NC DEVELOPMENT: Private Sale of Winchester Property for $3.3M OK'd ------------------------------------------------------------------ Judge Rebecca B. Connelly of the U.S. Bankruptcy Court for the Western District of Virginia authorized NC Development, L.L.C.'s private sale of real property commonly known as 320 Hope Drive, Winchester, Virginia, Tax Map Identification Number 270-06-2, to Sareena Corp. for $3,250,000. The Debtor is authorized to sign and deliver a Deed and other usual and customary documents necessary for closing the sale, and to pay or authorize credits from the proceeds of the sale to satisfy all liens and encumbrances against the property and such usual and customary costs of sale, including without limitation, recording costs and the compensation of the Real Estate Professional. The proposed compensation of the Real Estate Professional in the amount requested by the Debtor in the amount of $100,000 to be paid in equal parts to the seller's agent and the buyer's agent is approved and the Debtor is authorized to pay the approved compensation from the proceeds of the sale at the closing of the sale of the Property without further order or application. About NC Development NC Development, LLC, listed its business as a single asset real estate (as defined in 11 U.S.C. Section 101(51B)) whose principal assets are located at 320 Hope Drive, Winchester, Virginia. The Debtor previously sought Chapter 11 protection (Bankr. D. Md. Case No. 11-13720) on Feb. 25, 2011. NC Development sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Va. Case No. 17-50630) on June 29, 2017. Matthew Carroll, managing member, signed the petition. At the time of the filing, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Rebecca B. Connelly presides over the case. Hoover Penrod PLC is the Debtor's bankruptcy counsel. Oak Crest Commercial Real Estate is the Debtor's real estate broker. NEENAH FOUNDRY: Moody's Hikes CFR to B3 & Alters Outlook to Pos. ---------------------------------------------------------------- Moody's Investors Service upgraded the ratings of Neenah Foundry Company - Corporate Family and Probability of Default Ratings to B3 and B3-PD, from Caa1, and Caa1-PD, respectively. In a related action, Moody's assigned a Caa1 to the new $120 million senior secured term loan which matures in December 2022. Proceeds from the new senior secured term loan will be used to repay the existing $107 million senior secured term loan maturing in April 2019. The rating outlook is revised to positive from stable. The following ratings were upgraded: Corporate Family Rating, to B3 from Caa1; Probability of Default, to B3-PD from Caa1-PD. The following rating was assigned: Caa1 (LGD4), to the new $120 million senior secured term loan, due 2022. Rating outlook: positive The Caa2 (LGD4) rating of the existing senior secured term loan ($117 million outstanding amount) is unaffected and will be withdrawn upon repayment of the facility. The $75 million asset based revolving credit facility is unrated by Moody's. RATINGS RATIONALE The upgrade of Neenah's Corporate Family Rating to B3 reflects the extension of the company's debt maturity profile as a result of the proposed debt refinancing along with recovering conditions in the U.S. Class 8 commercial vehicle market. The proposed transaction extends Neenah's debt maturities to 2022 from 2019 relieving near-term liquidity rating pressures. The transaction also supports additional financial flexibility through increased availability under the $75 million asset based revolving credit facility. Over the recent quarters, Neenah's improved operating performance has been supported by higher U.S. commercial vehicle build rates, which is expected to improve about 12% for calendar 2017. Sales to commercial vehicle manufacturers represented about 41% of FYE September 2017 revenues. The company's debt/EBITDA has improved to about 4.1x (including Moody's standard adjustments) at FYE September 30, 2017 from about 5.5x at the prior FYE. This cyclical recovery is expected to continue into calendar-year 2018 with Class 8 commercial vehicle production further improving about 25%. In addition, Neenah's operational performance has benefited from the disposal of certain unprofitable facilities in fiscal 2016. The Neenah's positive rating outlook incorporates recovering industry conditions in the U.S. commercial vehicle market supportive of improved profit levels, balanced by higher expected capital expenditure levels over the next year which will moderate free cash flow generation. Neenah is expected to maintain an adequate liquidity profile over the next 12-15 months supported by availability under a new $75 million asset based revolving credit facility due December 2022 (with about $65 million of availability after $3 million of pro forma borrowings and $6 million of outstanding letters of credit following the transaction) and nominal positive free cash flow generation. Pro forma for the refinancing transaction, Neenah is anticipated to have only modest amounts of cash on hand. Over the next 12 months Moody's believes that Neenah's free cash flow will remain nominal, in the low single digits as a percentage of debt. During this period, higher capital expenditure levels are anticipated be used to support additional finishing capacity and future operational efficiencies. Neenah's cash flow cycle is seasonal with positive cash generation in the second half of the company's fiscal year. The facility is anticipated to mature in December 2022. The financial covenant under the asset based revolver is a springing minimum fixed charge coverage test, which Moody's does not expect to spring over the near-term. The term loan is expected to have a maximum leverage covenant test and will be reset to support sufficient covenant cushion. An improvement in Neenah's rating could result from the ability to sustain current market share, growth, and pricing trends such that EBITA/Interest is sustained above 3.3x and Debt/EBITDA below 3.5x while demonstrating a financial policy that is focused on debt reduction rather than shareholder returns. The rating or outlook could be lowered if the North American commercial vehicle and casting markets experience demand trends resulting in EBITA margins sustained below 5%, EBIT/Interest sustained below 2x and debt/EBITDA above 4.5x. The initiation of large shareholder distribution or the inability to refinance the term loan over the coming months could also lower the company's rating. The principal methodology used in these ratings was "Global Automotive Supplier Industry" published in June 2016. Neenah Foundry Company, headquartered in Neenah, Wisconsin, manufactures gray and ductile iron castings and forged components for sale to industrial and municipal customers. Industrial castings are custom engineered and produced for customers in several industries, including the medium- and heavy-duty truck components, farm equipment, construction equipment, and material handling equipment. Municipal castings include manhole covers and frames, storm sewer frames and grates, tree grates, and specialty castings. Neenah is a wholly owned subsidiary of Neenah Enterprises, Inc., which is controlled by private investment funds affiliated with Golden Tree Asset Management and others. Revenues for fiscal year ending September 30, 2017 were $366 million. NEOVASC INC: Appeals Court Affirms $112MM Verdict in CardiAQ Case ----------------------------------------------------------------- The United States Court of Appeals for the Federal Circuit affirmed the judgment of the United States District Court for the District of Massachusetts in the case of CardiAQ Valve Tech., Inc. v. Neovasc Inc. and denied the petition for panel rehearing and en banc rehearing filed by CardiAQ Valve Technologies, Inc. and denied the petition for en banc rehearing filed by the Company. The mandate of the court was issued on Nov. 13, 2017. In summary, the appeals process is now exhausted. The full judgment of approximately US$112 million, of which approximately US$70 million is already held in an escrow account, became due on Nov. 13, 2017. Neovasc said it will continue to evaluate all options available to the Company relating to the requirement to pay the damages and fund the remaining US$42 million not held in escrow, which exceeds the Company's current cash resources. About Neovasc Inc. Based in Richmond, British Columbia, Neovasc is a specialty medical device company that develops, manufactures and markets products for the rapidly growing cardiovascular marketplace. Its products include the Neovasc Reducer, for the treatment of refractory angina which is not currently available in the United States and has been available in Europe since 2015 and the Tiara, for the transcatheter treatment of mitral valve disease, which is currently under investigation in the United States, Canada and Europe. The Company also sells a line of advanced biological tissue products that are used as key components in third-party medical products including transcatheter heart valves. For more information, visit: www.neovasc.com. Neovasc reported a loss of US$86.49 million for the year ended Dec. 31, 2016, following a loss of US$26.73 million for the year ended Dec. 31, 2015. As of Sept. 30, 2017, Neovasc had US$81.75 million in total assets, US$114.73 million in total liabilities and a total deficit of US$32.98 million. Grant Thornton LLP, in Vancouver, Canada, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, emphasizing that the Company was named in a litigation and that the court awarded $112 million in damages against it. This condition, along with other matters, indicate the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern, the auditors said. NEOVASC INC: CFO Presented at the 29th Annual Healthcare Conference ------------------------------------------------------------------- Chris Clark, chief financial officer of Neovasc Inc., made a presentation at the 29th Annual Piper Jaffray Healthcare Conference on Wednesday, November 29th at 7:50 am ET at the Lotte New York Palace in New York City. A live audio webcast of the presentation will be available on the Investors page of Neovasc's website at www.neovasc.com. About Neovasc Inc. Headquartered in British Columbia, Canada, Neovasc is a specialty medical device company that develops, manufactures and markets products for the rapidly growing cardiovascular marketplace. Its products include the Neovasc Reducer, for the treatment of refractory angina which is not currently available in the United States and has been available in Europe since 2015 and the Tiara, for the transcatheter treatment of mitral valve disease, which is currently under investigation in the United States, Canada and Europe. The Company also sells a line of advanced biological tissue products that are used as key components in third-party medical products including transcatheter heart valves. For more information, visit: www.neovasc.com. Neovasc reported a loss of US$86.49 million for the year ended Dec. 31, 2016, following a loss of US$26.73 million for the year ended Dec. 31, 2015. As of Sept. 30, 2017, Neovasc had US$81.75 million in total assets, US$114.73 million in total liabilities and a total deficit of US$32.98 million. Grant Thornton LLP, in Vancouver, Canada, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, emphasizing that the Company was named in a litigation and that the court awarded $112 million in damages against it. This condition, along with other matters, indicate the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern, the auditors said. NEW GOLD: S&P Alters Outlook to Stable on Rainy River's Progress ---------------------------------------------------------------- S&P Global Ratings said it revised its outlook on Toronto-based mining company New Gold Inc. to stable from negative. At the same time, S&P Global Ratings affirmed its 'B' long-term corporate credit rating on New Gold as well as its issue-level rating on the company's unsecured notes. The '3' recovery rating on the unsecured notes is unchanged and reflects S&P's view of meaningful (50%-70%; rounded estimate 60%) recovery in a simulated default scenario. S&P said, "The outlook revision primarily reflects our expectation that New Gold's financial risk profile and liquidity will stabilize following the recent commercial production attainment at the company's Rainy River mine. After several delays, the mine ramp-up is progressing generally in line with our expectations. We assume that full throughput from Rainy River and favorable gold and copper prices will primarily lead to higher earnings and cash flow generation in 2018, and contribute to improvement in New Gold's liquidity position. In our view, the company is now less sensitive to potential execution risks and higher-than-expected mine development costs and on the path to improving its credit measures. We estimate the company will generate an adjusted debt-to-EBITDA of below 4x and funds from operations (FFO)-to-debt above 20% over the next two years, which are commensurate with the ratings and stable outlook. "The stable outlook reflects S&P Global Ratings' expectation for New Gold to generate improved credit measures with adjusted debt-to-EBITDA trending toward the low-3x area in 2018 but we expect volatility to remain a factor until Rainy River achieves steady state output. The outlook also reflects our expectation that the company will maintain adequate liquidity. "We would consider a downgrade if New Gold's adjusted debt-to-EBITDA ratio increased well above 5x, with reduced prospects for de-leveraging. In this scenario, we would expect free cash flow deficits and deteriorating liquidity position from a severe drop in gold prices or higher-than-expected capital expenditures. "We could consider a positive rating action if, over the next 12 months, we believe New Gold can sustain an adjusted debt-to-EBITDA of about 3x while maintaining adequate liquidity. We would also expect the company to generate gold output in line with our estimates, with improved visibility for positive free cash flow generation as its Rainy River mine progresses toward steady state output." NORTHWEST GOLD: Wigger Estate Tries to Block Plan Confirmation -------------------------------------------------------------- The Estate of Wigger filed with the U.S. Bankruptcy Court for the District of Alaska an objection to the confirmation of Northwest Gold, LLC's plan of reorganization and approval of the disclosure statement explaining the plan. According to Wigger, NWG's plan is contrary to the U.S. Bankruptcy Code and a recent U.S. Supreme Court decision. The terms of NWG's plan, Wigger claims, show bad faith. Wigger says that NWG's plan is not in the best interest of the creditors, but only in the best interest of one creditor, and it is not feasible. NWG's disclosure statement does not provide adequate information for a hypothetical reasonable investor or the relevant class to make an informed decision about its proposed plan. It would be an error for the Court to confirm NWG's proposed plan. Wigger states that the central lynchpin of NWG's plan is the Section 1129(b) "cramdown" in an effort to force Wigger to sell its undisputed real property interest to AER at a bargain basement price. It would be clear error, according to the 2012 decision by the U.S. Supreme Court, RadLAX Gateway Hotel, LLC v. Amalgamated Bank, to confirm NWG's plan, which expects to sell Wigger's collateral at a substantially reduced price, Wigger says. According to Wigger, the plan is fair and equitable if one of three elements is satisfied: (i) the secured creditor retains its lien on the property and receives deferred cash payments; (ii) the property is sold free and clear of the lien, 'subject to Section 363(k),' and the creditor receives a lien on the proceeds of the sale. Section 363(k), in turn, provides that 'unless the court for cause orders otherwise the holder of such claim may bid at such sale, and, if the holder of such claim purchases such property, such holder may offset such claim against the purchase price of such property' -- i.e., the creditor may credit- bid at the sale, up to the amount of its claim; and (iii) the plan provides the secured creditor with the "indubitable equivalent" of its claim. Wigger says that to prohibit it from credit-bidding and force it to sell its interest at the depressed price of $1 million is contrary to common-sense, the law, and violates Wigger's right to credit-bid. A copy of the Objection is available at: http://bankrupt.com/misc/akb17-00100-161.pdf As reported by the Troubled Company Reporter on Nov. 14, 2017, Wigger filed with the Court a disclosure statement in support of its proposed Chapter 11 liquidation plan, dated July 27, 2017, for Northwest Gold, LLC. Under the liquidation plan, unsecured creditors in class 4 and class 5 cannot receive anything from the Plan or outside the Plan. Wigger is represented by: Jo A. Kuchle, Esq. CSG, Inc. 714 Fourth Avenue, Suite 200 Fairbanks, AK 99701 Tel: (907) 452-1855 Fax: (907) 452-8154 E-mail: jkuchle@alaskalaw.com About Northwest Gold Northwest Gold LLC owns a real property along Park Highway in Ester, Alaska, which it values at $14 million. Northwest sells washed mine tailings from the property, grossing $170,000 from sales in 2016. Northwest Gold filed a Chapter 11 petition (Bankr. D. Alaska Case No. 17-00100) on March 21, 2017. The petition was signed by Robert Knappe, Jr., manager. The Debtor disclosed $26.02 million in assets and $12.01 million in liabilities. The Debtor is represented by Erik LeRoy, Esq., at Erik LeRoy, P.C. OCEAN CLUB: Has Interim OK to Use Cash Collateral; Dec. 4 Hrg. Set ------------------------------------------------------------------ The Hon. Henry A. Callaway of the U.S. Bankruptcy Court for the Northern District of Florida granted on an interim basis, pending a further hearing to be held on Dec. 4, 2017, at 9:30 a.m. Central Time, authorization to Ocean Club of Walton County, Inc., to use cash collateral. The Debtor is authorized to use cash, deposit accounts, accounts receivable, and proceeds from the sale of inventory to pay ordinary and expenses. The Debtor will maintain insurance coverage for the Collateral in accordance with its obligations under the loan and security documents with Hancock Bank. Hancock Bank is granted a replacement lien on the Debtor's cash in the amount of $9,961.50 as adequate protection for the Debtor's use of the Hancock cash collateral to fund the Debtor's payroll due on Nov. 17, 2017, in the amount of $9,085 and for the Debtor's use of the balance of the Hancock cash collateral as authorized by the court order. A copy of the court order is available at: http://bankrupt.com/misc/flnb17-31019-41.pdf About Ocean Club Headquartered in Miramar Beach, Florida, Ocean Club of Walton County, Inc. -- http://theoceanclubdestin.com/-- operates the Ocean Club seafood restaurant located at the entrance to Tops'l Beach & Racquet Resort and across the street from Sandestin Golf and Beach Resort in Destin. The restaurant's menu includes Smoked Scottish Salmon, Steamed Prince Edward Island Mussels Provencale, Buttermilk Fried Calamari, and Shrimp Cocktail. The Ocean Club prides itself on providing live entertainment from the Emerald Coast artists. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. N.D. Fla. Case No. 17-31019) on Nov. 14, 2017, estimating its assets at between $500,000 and $1 million and liabilities at between $1 million and $10 million. The petition was signed by Cary Shahid, president. Judge Jerry C. Oldshue Jr. presides over the case. Jodi Daniel Cooke, Esq., at Stichter, Riedel, Blain & Postler, P.A., serves as the Debtor's bankruptcy counsel. OSSO LLC: Unsecureds to Recoup 100% at 1% Interest in 10 Years -------------------------------------------------------------- Osso, LLC, filed with the U.S. Bankruptcy Court for the District of Arizona a disclosure statement dated Nov. 13, 2017, for its plan of reorganization dated Nov. 13, 2017. Class Six Unsecured Deficiency Claims and Unsecured Claims consists of all unsecured deficiency claims and unsecured claims against the Debtor. The Debtor estimated unsecured claims in this class in the amount of $61,152.04. Class 6 is impaired by the Plan. The Plan provides that each and every holder of a Class 6 Allowed Claim will be paid 100% of the allowed amount of their claims at 1% interest on the unpaid balance in equal monthly installments in 120 equal monthly installments with the first payment due 60 days from the Effective Date. Any liens held by the Class 6 creditors will be null and void and removed as of the Effective Date. Consummation of the Plan will occur upon the funding of the contributions due from participating investors hereunder if required; and commencement of disbursements to impaired creditors as provided in the Plan. Potential investors may be allowed to acquire a percentage of interest or a percentage thereof, in the reorganized debtor. These proceeds, in conjunction with the Debtor's property revenues and inherent future appreciation, will provide the necessary funds to Debtor to pay creditors under the Plan. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/azb17-06737-78.pdf About OSSO, LLC OSSO, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D.Ariz. Case No. 17-06737) on June 14, 2017. Eric Slocum Sparks, Esq., at Law Offices of Eric Slocum Sparks, P.C. serves as bankruptcy counsel. The Debtor's assets and liabilities are both below $1 million. PANTAGIS DINER: Case Summary & 4 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Pantagis Diner, LLC 3126 Woodbridge Avenue a/k/a 41 Lehigh Avenue Edison, NJ 08837 Business Description: Based in Edison, New Jersey, Pantagis Diner, LLC is a small organization in the restaurants industry founded in 2008. The restaurant offers sandwiches, wraps and paninis, burgers, and Italian cuisine and seafood. Visit http://pantagisdiner.com for more information. Chapter 11 Petition Date: November 28, 2017 Court: United States Bankruptcy Court District of New Jersey (Trenton) Case No.: 17-33944 Judge: Hon. Kathryn C. Ferguson Debtor's Counsel: Tomas Espinosa, Esq. TOMAS ESPINOSA, ESQ. 8324 Kennedy Boulevard North Bergen, NJ 07047 Tel: 201-223-1803 Fax: 201-223-1893 Email: te@lawespinosa.com Total Assets: $850,000 Total Liabilities: $1.20 million The petition was signed by Stephen A. Pantagis, sole member. A full-text copy of the petition containing, among other items, a list of the Debtor's four largest unsecured creditors is available for free at http://bankrupt.com/misc/njb17-33944.pdf PARETEUM CORP: Believes to Have Satisfied NYSE's Equity Rule ------------------------------------------------------------ Pareteum Corp. announced pro forma Stockholders' Equity as of Nov. 27, 2017, which incorporates the Company's (i) sales of common stock and preferred stock, including the public offering of shares of common stock on Oct. 10, 2017 and a public offering of shares of common stock, Series B Convertible Preferred Stock and warrants on Nov. 9, 2017, (ii) the acquisition of an interest in Artilium, plc as previously reported on Form 8-K filed with the Securities and Exchange Commission on Oct. 16, 2017, and (iii) net loss and other comprehensive loss. The Company had previously announced Stockholders' Equity as of Sept. 30, 2017 on Nov. 13, 2017. After adjusting for the sale of the securities, acquisition of an interest in Artilium, net loss and other comprehensive loss from Oct. 1, 2017 through Nov. 27, 2017, the Company announced pro forma Stockholders' Equity of approximately $10,563,993 on a pro-forma basis as of Nov. 27, 2017. Subject to review by the NYSE American LLC, the Company believes that it has satisfied Section 1003(a)(i), Section 1003(a)(ii), Section 1003(a)(iii), and Section 1003(a)(iv) of the NYSE MKT Company Guide and as a result will be fully in compliance with the NYSE continuing listing standards. About Pareteum New York-based Pareteum Corporation (NYSEMKT: TEUM), formerly known as Elephant Talk Communications, Inc. -- http://www.pareteum.com-- is an international provider of business software and services to the telecommunications and financial services industry. Squar Milner, LLP, in Los Angeles, California, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has suffered recurring losses from operations, has an accumulated deficit of $287,080,234 and has negative working capital. This, according to the auditors, raises substantial doubt about the Company's ability to continue as a going concern. Pareteum incurred a net loss of $31.44 million for the year ended Dec. 31, 2016, following a net loss of $5 million for the year ended Dec. 31, 2015. The Company's balance sheet as of Sept. 30, 2017, showed $10.28 million in total assets, $15.16 million in total liabilities and a total stockholders' deficit of $4.87 million. PASHA GROUP: S&P Raises Senior Secured Term Loan Rating to 'BB-' ---------------------------------------------------------------- S&P Global Ratings raised its issue-level rating on The Pasha Group's proposed senior secured term loan to 'BB-' from 'B' and revised its recovery rating to '1' from '3' following the company's revision of the terms of the loan. The '1' recovery rating indicates S&P's expectation for very high (90%-100%; rounded estimate: 95%) recovery in the event of a default. The company has reduced the size of the term loan by $110 million (to $150 million) and moved up the maturity date by one year to 2022. In addition, the amortization on the term loan will now include $20 million in the first year and $25 million annually thereafter. Pasha has indicated that it still plans to use the proceeds from the proposed term loan to repay its existing debt balances. Although the term loan is smaller than the company had previously proposed, S&P expects its outstanding debt levels to remain the same as under our previous forecast. S&P said, "We note that TOTE Inc. has begun the construction of four Jones Act vessels that could enter the Hawaiian shipping market in which Pasha participates. We view this as a longer-term risk to Pasha's business because the construction of these vessels will not likely conclude until 2020 (or later) and the vessels cannot deploy until TOTE secures access to a Hawaiian terminal, which could take several more years. We will continue to monitor this development and its potential impact on Pasha's competitive position in the Hawaiian trade market. "Our ratings on Pasha reflect the company's participation in the competitive and capital-intensive shipping industry. The ratings also reflect the company's exposure to cyclical demand swings, its narrow geographic focus, and its relatively small fleet of six vessels. Offsetting some of these weaknesses are its end-market diversity and good position in the Hawaiian shipping market. Our assessment of Pasha's financial risk incorporates our expectation that the company will maintain adjusted debt leverage of around 5x with moderate positive free operating cash flow (FOCF) over the next 12 months. We estimate that Pasha's credit measures will remain relatively steady over the next 12 months. However, the inherent potential for volatility in the company's industries could affect its credit measures during a downturn." RECOVERY ANALYSIS Key analytical factors S&P said, "Our simulated default scenario contemplates a default in 2020 and assumes there is a broader economic slowdown that reduces the demand for transportation of all cargo types, including automobiles, industrial products, and off-highway equipment. As a result, the company is unable to renew its contracts at favorable rates. These disruptions would hurt its operations and depress its earnings and margins, leading to a liquidity crisis and hypothetical default in 2020. "In evaluating the recovery prospects associated with the underlying assets, we used a discrete asset value (DAV) methodology because we believe it provides the best estimate of stressed value for this capital-intensive business. To arrive at our value, we applied realization rates to the company's assets and considered the fleet's appraised fair market value with some additional discounts to reflect the adverse conditions in which it might default." Simulated default and valuation assumptions: -- Simulated year of default: 2020 -- LIBOR of 250 basis points. -- $65 million asset-based lending (ABL) revolver will be 60% drawn at default. Simplified waterfall: -- Net discrete asset value (after 5% admin. costs): $310 million -- Valuation split (obligors/nonobligor P/nonobligor M): 49%/36%/15% -- Priority claims: $35 million -- Value available to secured debt claims: $116 million -- Secured first-lien debt claims: $110 million --Recovery expectations: 90%-100% (rounded estimate: 95%) Note: All debt amounts include six months of prepetition interest. RATINGS LIST The Pasha Group Corporate Credit Rating B/Stable/-- Rating Raised; Recovery Rating Revised To From The Pasha Group Senior Secured $150mil Term Loan Due 2022 BB- B Recovery Rating 1(95%) 3(65%) PAYMEON INC: Operating Losses Raise Going Concern Doubt ------------------------------------------------------- PayMeOn, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $799,407 on $11,032 of total revenue for the three months ended March 31, 2017, compared with a net loss of $1,511,481 on $89,620 of total revenue for the same period in 2016. At March 31, 2017, the Company had total assets of $1.54 million, total liabilities of $2.73 million, and $1.18 million in total stockholders' deficit. Since inception, the Company has incurred net operating losses and used cash in operations. As of March 31, 2017, the Company has an accumulated deficit of $13,089,596, a working capital deficiency of $1,881,359 and used cash in operations of $1,563,692 for the three months ended March 31, 2017. Losses have principally occurred as a result of the substantial resources required for research and development and marketing of the Company's products which included the general and administrative expenses associated with its organization and product development. The acquisition of Rockstar and commencement of production related to the products the Company will produce will require substantial additional investment in plant and equipment. In addition, the Company will have to invest substantial sums in the creation of a sales and marketing program designed to introduce its products to the industry. These conditions raise substantial doubt about the Company's ability to continue as a going concern. A copy of the Form 10-Q is available at: https://is.gd/NZRXam About PayMeOn, Inc. Headquartered in Oakland Park, Fla., PayMeOn, Inc., engages in the retail sale of electric bicycles. The company offers its electric bicycles through retail store, as well as online through irideelectric.com. PHOENIX SERVICES: S&P Alters Outlook to Stable & Affirms 'B' CCR ---------------------------------------------------------------- Kennet Square, Pa.-based steel-mill services provider Phoenix Services International LLC has announced its intention to refinance its $371 million first-lien term loan, which is currently due in June 2019, and its $94 million subordinated notes. S&P Global Ratings is thus affirming its 'B' corporate credit rating on Phoenix Services International LLC and revised its outlook to stable from negative. S&P said, "At the same time, we assigned our 'B+' issue-level rating to the company's $50 million revolving credit facility due in 2022 and $425 million first-lien term loan due in 2024. The recovery rating is '2', reflecting our expectation of substantial (70%-90%; rounded estimate: 75%) recovery in the event of a payment default. "We also assigned our 'CCC+' issue-level rating to the company's $140 million second-lien term loan due in 2025. The recovery rating is '6', reflecting our expectation of negligible (0%-10%; rounded estimate: 0%) recovery in the event of a payment default. The revision of the outlook to stable incorporates our view that the proposed refinancing will eliminate our capital structure concerns. That said, the $100 million dividend, paid to the private equity owners during the proposed refinancing, confirms our view of an aggressive financial strategy. This is in line with our expectation that Phoenix Services' private equity ownership would limit the company's ability to maintain stronger credit metrics. We expect Phoenix to generate cash flow from operations of $65 million-$75 million over the next 12 months. While Phoenix could use this level of cash flow to decrease leverage, we expect the company to either continue to enter new sites, which would require elevated capital spending or eventually pay a portion of the cash as a dividend. Our rating affirmation reflects our expectation that the company will generate adjusted debt to EBITDA of 5x-5.5x and EBITDA interest coverage of 2x-2.5x over the next 12 months. We also expect Phoenix Services to continue to generate above-average EBITDA margins relative to peers. "The stable outlook on Phoenix Services incorporates our expectation that the company will generate improved EBITDA based on mid-single-digit percentage revenue growth and stable EBITDA margins. This positive operational performance is partially offset by our view that the private equity owner will employ an aggressive financial strategy, which may keep leverage elevated. We expect Phoenix to generate adjusted debt to EBITDA of 5x-5.5x and EBITDA interest coverage of 2x-2.5x over the next 12 months." POST EAST: May Use Connect REO's Cash Collateral Until December --------------------------------------------------------------- The Hon. Ann M. Nevins of the U.S. Bankruptcy Court for the District of Connecticut has entered a ninth order authorizing Post East, LLC, to use rentals and other funds that may constitute cash collateral in which Connect REO, LLC, asserts secured interests, for the months of November and December 2017. A continued hearing on the use of cash collateral is scheduled for Dec. 20, 2017, at 10:00 a.m. The use of cash collateral, or escrow for future use, may be up to the total amount of expenses projected to be $11,266 for November and $11,266 for December of cash and rental proceeds in accordance with the budget, allowing up to 10% overage in any category without further order, for the period from Nov. 1, 2017, through Dec. 31, 2017, or through the occurrence of the Effective Date of a confirmed plan of reorganization, whichever is earlier, which sum includes two monthly adequate protection payments of $6,500 each payable to secured creditor Connect REO, LLC, and to be mailed to its attorney of record, Linda St. Pierre. To the extent the interest of Respondent in such cash collateral may be proven, and to the extent the cash collateral is used, the claimant is granted secured interests in all post-petition rents and leases as the same may be generated, provided, however that the post-petition secured interest will be subordinate to all Chapter 11 quarterly fees that will become due pursuant to 28 U.S.C. Section 1930(a)(6). A copy of the court order is available at: http://bankrupt.com/misc/ctb16-50848-262.pdf As reported by the Troubled Company Reporter on Sept. 7, 2017, the Court entered an eight order authorizing the Debtor to use cash collateral for the months of September and October 2017. About Post East LLC Post East, LLC, owns real estate at 740-748 Post Road East, Westport, Connecticut. The property is a commercial real estate which presently has seven leased spaces. The secured creditor is Connect REO, LLC, which is owed $1,043,000. Post East filed for Chapter 11 bankruptcy protection (Bankr. D. Conn. Case No. 16-50848) on June 27, 2016. The petition was signed by Michael F. Calise, member. The Debtor estimated assets and liabilities at $1 million to $10 million at the time of the filing. The Debtor's bankruptcy counsel is Carl T. Gulliver, Esq., at Coan Lewendon Gulliver & Miltenberger LLC. The Debtor's mortgage broker is Richard J. Chappo of Chappo LLC. On Feb. 2, 2017, Connect REO, LLC, a secured creditor, filed a disclosure statement, which explains its proposed Chapter 11 plan for the Debtor. POST HOLDINGS: Moody's Rates Proposed $1BB Sr. Unsecured Notes B3 ----------------------------------------------------------------- Moody's Investors Service has assigned a B3 rating to Post Holdings, Inc.'s proposed $1 billion 10-year senior unsecured notes. Net proceeds from the offering will be used primarily to redeem $630 million of existing 6.00% senior unsecured notes due 2022 and to fund a portion of the pending acquisition of Bob Evans Farms, Inc. The ratings outlook is positive. On September 19, 2017, Post announced that it would purchase Bob Evans for $1.6 billion enterprise value. Post plans to close the transaction by year end using its existing $1.5 billion of cash on hand along with net proceeds from offering. The Bob Evans transaction follows closely on the heels of Post's GBP1.4 billion ($1.8 billion) acquisition of UK cereal company Weetabix that closed in early July 2017. Moody's expects Post's pro forma debt/EBITDA at closing to approximate 6.5x. Thereafter, the company should be able to reduce leverage by at least a half-turn per year through earnings growth and voluntary repayments on its $2 billion senior secured term loan due 2024. Rating assigned: Post Holdings, Inc. Proposed $1.0 billion senior unsecured notes due January 2028 at B3 (LGD 5) RATINGS RATIONALE The B2 Corporate Family Rating reflects Post's investment holding company profile that is characterized by a serial growth-through-acquisitions strategy and related periods of high financial leverage. The ratings are supported by the attractive profit margin and strong cash flow Post generates within the slowly declining, but highly profitable US ready-to-eat cereal category. The company's major commercial egg business also is an important contributor to earnings. However, this commodity business generates much lower margins and over the past two years has experienced periods of high volatility related to the 2015 US avian flu pandemic. Finally, the ratings are supported by improved geographic diversification provided through the $1.8 billion acquisition of UK-based Weebatix Food Company earlier this year, Post's first significant investment outside of North America. The positive rating outlook reflects improvement in Post's scale and diversification over the past several years that has been achieved through acquisitions and, to a lesser extent, core earnings growth. The ratings could be upgraded if the pace of Post's acquisition slows, operating profit margins stabilize in both the RTE cereal and commercial egg businesses and the company sustains its ability to restore debt/EBITDA to below 6.0 times within 12-18 months following a leveraged acquisition. The ratings could be downgraded if operating performance deteriorates, if debt to EBITDA is sustained above 7.0 times, or if free cash flow turns negative. The principal methodology used in these ratings was Global Packaged Goods published in January 2017. CORPORATE PROFILE Post Holdings, based in St. Louis Missouri, is a manufacturer of shelf-stable cereal, value-added egg products, branded potatoes and cheese, active nutrition products and private label peanut butter and granola. Pro-forma annual sales approximate $5.5 billion. POST HOLDINGS: S&P Assigns 'B' Rating on $1BB Unsec. Notes Due 2028 ------------------------------------------------------------------- S&P Global Ratings assigned its 'B' issue-level ratings to Post Holdings Inc.'s proposed $1 billion senior unsecured notes due 2028. S&P said, "The recovery rating is '4', indicating our expectation for average (30%-50%; rounded estimate: 30%) recovery in the event of a payment default. The company intends to use proceeds to redeem its $630 million 6% senior unsecured notes due 2022, to finance a portion of the acquisition of Bob Evans Farms Inc., for general corporate purposes, and to pay fees and expenses. We will withdraw the ratings on the currently outstanding notes when the redemption is complete. The company's existing senior unsecured notes remain rated 'B' with a '4' recovery; these include the company's $1 billion 5.5% notes due 2025, $400 million ($137 million outstanding) 8% notes due 2025, $1.75 billion 5% notes due 2026, and $1.5 billion 5% notes due 2027. The ratings on the company's $2.2 billion term senior secured term loan B due 2024 remains 'BB-' with a '1' recovery rating, indicating our expectation of very high recovery (90%-100%; rounded estimate: 95%) in the event of a default. "Our other ratings on the company, including the 'B' corporate credit rating, are unaffected by this transaction. The outlook remains positive. "Pro forma for the Weetabix and Bob Evans acquisitions and this debt issuance, we estimate debt leverage of just over 6x, about $7.6 billion in reported debt outstanding, and $7.8 billion in adjusted debt outstanding (including intermediate equity treatment on the company's preferred stock)." Post is a holding company with operating companies that manufacture, market, and distribute branded and private-label ready-to-eat (RTE) cereals, granola, foodservice and retail eggs, potato, cheese and pasta, and peanut butter, nut butters, dried fruit, and nuts. Post has shifted its strategy from a pure-play cereal manufacturer to a holding company that has diversified its business mix with several acquisitions. S&P said, "We expect the company will continue to diversify as it makes additional acquisitions. Geographic diversification will remain limited, with more than 80% of pro forma sales generated in the U.S. and the remainder mostly split between the U.K. and Canada. Weetabix will further increase Post's operating scale and add free operating cash flow, despite an overall category decline in RTE cereals. We also view the acquisition of Bob Evans favorably for the company as it will complement its existing Michael Foods business from a product and management expertise perspective in both the retail and foodservice channels. The acquisition will add products that are sold in the perimeter of the store with growth rates that have outpaced those of the overall packaged food industry. We expect the company to continue to be acquisitive." RECOVERY ANALYSIS Key analytical factors: Capital structure: The issuer of all of the company's debt is Post Holdings Inc. After this transaction, the company's debt structure will consist of: -- $800 million revolving credit facility due 2022; -- $2.2 billion senior secured term loan B due 2024; -- $1 billion 5.5% senior unsecured notes due 2025; -- $400 million ($137 million outstanding) 8% senior unsecured notes due 2025; -- $1.75 billion 5% senior unsecured notes due 2026; -- $1.5 billion 5.75% senior unsecured notes due 2027; and -- $1 billion senior unsecured notes due 2028. Simulated default assumptions: S&P's simulated default scenario is driven by strained liquidity from weak sales and profitability. This could occur as a result of heightened competitive pressures, combined with higher commodity costs and consumer preference for other products, or a major product recall. These factors hamper margins and cash flow, resulting in an inability to meet fixed charges. -- Year of default: 2020 -- EBITDA at emergence: $698 million -- Implied enterprise value multiple: 7x The emergence-level EBITDA takes into consideration a 25% operational adjustment (to reflect some recoupment of sales volume and cost-cutting efforts that improve margins) on top of the default-level EBITDA. The default EBITDA roughly reflects fixed-charge requirements of about $434 million in interest costs (we assume a higher rate because of default and include prepetition interest), $22 million in debt amortization, and $102 million in minimal capital expenditures (capex) assumed at default. S&P estimates a gross valuation of $4.9 billion, assuming a 7x EBITDA multiple. This is within the range S&P used for some of the company's peers. Calculation of EBITDA at emergence: -- Debt service assumption: $456 million (assumed default year interest and amortization) -- Minimum capex assumption: $102 million Preliminary emergence EBITDA: $558 million -- Operational adjustment: 25% -- Emergence EBITDA: $698 million Simplified waterfall -- Gross recovery value: $4.9 billion -- Net recovery value for waterfall after administrative expenses (5%): $4.6 billion -- Obligor/nonobligor valuation split: 85%/15% -- Collateral value available to secured debt: $4.4 billion -- Estimated senior secured claims: $2.9 billion -- Recovery range for senior secured debt: 90%-100%; rounded estimate: 95% -- Remaining value to unsecured claims: $1.8 billion -- Estimated unsecured debt claims: $5.5 billion -- Recovery range for senior unsecured debt: 30%-50%; rounded estimate: 30% *All debt amounts include six months of prepetition interest. RATINGS LIST Post Holdings Inc. Corporate credit rating B/Positive/-- Ratings Assigned Post Holdings Inc. Senior unsecured $1 bil. notes due 2028 B Recovery rating 4(30%) PREFERRED VINTAGE: Full Payment for Unsecureds Over 12 Months ------------------------------------------------------------- Preferred Vintage LLC filed with the U.S. Bankruptcy Court for the Northern District of California a combined chapter 11 plan of reorganization and disclosure statement. General unsecured creditors are classified in Class 2 and will be paid 100% of their allowed claims in monthly payments over 12 months. 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 Debtor performs all obligations under the Plan. If 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 Disclosure Statement is available at: http://bankrupt.com/misc/canb17-31106-22.pdf The Debtor is represented by: Michael C. Fallon, Esq. LAW OFFICE OF MICHAEL C. FALLON 100 E St. #219 Santa Rosa, CA 95404 Tel: (707) 546-6770 E-mail: mcfallon@fallonlaw.net Headquartered in Greenbrae, CA, Preferred Vintage LLC filed for Chapter 11 bankruptcy protection (Bankr. N.D. Cal. Case No. 17-31106) on Nov. 1, 2017, listing its estimated assets at $1 million to $10 million and estimated liabilities at $1 million to $10 million. The petition was signed by Greg Hoffman, managing member. PROJECT ALPHA: S&P Lowers Corp. Credit Rating to B-, Outlook Stable ------------------------------------------------------------------- S&P Global Ratings said it has lowered its corporate credit rating on Radnor, Pa.-based Project Alpha Intermediate Holding Inc. (Qlik) to 'B-' from 'B'. The outlook is stable. S&P said, "We also lowered the issue-level rating on the company's $75 million secured revolver due in 2022 and the $995 million secured term loan due in 2024 to 'B-' from 'B'. The recovery rating remains '3', indicating our expectation of meaningful (50%-70%; rounded estimate: 50%) recovery in the event of payment default. "Our ratings reflect Qlik's higher than anticipated adjusted leverage for the period ended Sept. 30, 2017; low EBITDA margins (excluding credit for cost cuts and restructuring) and modest scale relative to software peers; and technological leadership among data analytics enterprise software providers including IBM Corp., Microsoft Corp., SAP SE, Tableau Software, and TIBCO Software Inc. "The stable outlook reflects our expectation that Qlik will maintain adjusted leverage in the high-8x area over the next 12 months, with prospects for deleveraging subsequent to 2018. We could lower the rating if Qlik's operating performance deteriorates following the implemented cost-cutting initiatives, the company undertakes debt-funded acquisitions or shareholder returns such that the capital structure becomes unsustainable, or FOCF becomes negative. "An upgrade over the next year is unlikely given the high adjusted leverage. Longer term, we could raise the rating if Qlik sustains adjusted leverage below 7x and FOCF flow to debt above 5%, with a commitment from management to stay at or improve those levels." RALSTON-LIPPINCOTT: Unsecs. to Get 12 Quarterly Payments of $5,765 ------------------------------------------------------------------ Ralston-Lippincott-Hasbrouck-Ingrassia Funeral Home, Inc., and its affiliated debtors filed with the U.S. Bankruptcy Court for the Southern District of New York a disclosure statement dated Nov. 13, 2017, referring to the Debtors' joint plan of reorganization. Class 6 non-insider allowed unsecured claims of non-insider unsecured claimants of the Debtors are not entitled to priority pursuant to the U.S. Bankruptcy Code Section 507, to the extent not included in another class of claims, including without limitation any claims arising as a result of the operation of Code Section 506, or as a result of the rejection of executory contracts and unexpired leases. The Class 6 Allowed Claims total $69,185, with each of 12 quarterly payments commencing on the Effective Date in the amount of $5,765. The Plan will be funded by (a) the post-confirmation revenues and assets of the reorganized Debtors and (b) funding provided by non-debtor Strong-Basile Funeral Home, being all of its net operating income for the ten year period commencing on the Effective Date. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/nysb17-35114-66.pdf About Ralston-Lippincott-Hasbrouck-Ingrassia Funeral Home, Inc. Ralston-Lippincott-Hasbrouck-Ingrassia Funeral Home, Inc., Lippincott-Ingrassia Funeral Home, Inc., Lippincott Funeral Chapel, Inc., and CKI, LLC, filed Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 17-35114, 17-35115, 17-35116, and 17-35117, respectively) on Jan. 26, 2017. Anthony Ingrassia, president, signed the petitions. The Debtors are represented by Mike Pinsky, Esq., at Hayward, Parker, O'Leary & Pinsky. The cases are assigned to Judge Cecelia G. Morris. Ralston-Lippincott-Hasbrouck-Ingrassia disclosed assets at $1,280,000 and liabilities at 1,110,000, while Lippincott-Ingrassia Funeral disclosed assets at $557,600 and liabilities at $422,138. Debtors Ralston-Lippincott-Hasbrouck-Ingrassia Funeral Home, Inc., Lippincott-Ingrassia Funeral Home, Inc., and Lippincott Funeral Chapel, Inc., own and operate affiliated funeral homes in Orange County, New York. The funeral home owned and operated by Ralston-Lippincott-Hasbrouck-Ingrassia Funeral Home, Inc., is located at 72 West Main Street in Middletown, New York. The funeral home owned and operated by Lippincott-Ingrassia Funeral Home, Inc., is located at 92 Main Street in Chester, New York. The funeral home owned and operated by Lippincott Funeral Chapel, Inc., is located at 107 Murray Street in Goshen, New York. Debtor CKI owns improved real estate located at 4 Oak Street, Greenwood Lake, New York. The Greenwood Lake Property is rented to non-debtor affiliate Caitant, Inc., which operates that property as an affiliated funeral home. RAVENSTAR INVESTMENTS: Sale of Reno Property for $70K Approved -------------------------------------------------------------- Judge Bruce T. Beesley of the U.S. Bankruptcy Court for the District of Nevada authorized Ravenstar Investments, LLC to sell real property located at 5282 Allegheny Street, in Reno, Nevada to Todd Kaufman for $70,000, free and clear of liens, claims and encumbrances. 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; and 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. 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. RBS GLOBAL: Moody's Rates $500MM Unsec. Notes B3 & Affirms B1 CFR ----------------------------------------------------------------- Moody's Investors Service assigned a B3 rating to RBS Global, Inc.'s proposed new $500 million senior unsecured notes and affirmed RBS' Corporate Family Rating ("CFR") and Probability of Default Rating at B1 and B1-PD, respectively. Proceeds from the notes and about $300 million of the balance sheet cash will be used to reduce outstandings on the company's senior secured term loan. The Ba3 rating on the company's existing senior secured term loan and revolver are being withdrawn. Moody's is also assigning a Ba2 rating to the amended revolver and term loan maturing 2023 and 2024, respectively. The rating outlook is stable and reflects the expectation for low profit growth and good free cash flow generation. Moody's affirmed the following ratings: Issuer: RBS Global, Inc. Corporate Family Rating, at B1 Probability of Default Rating, at B1-PD Speculative Grade Liquidity Rating SGL-1. Ratings Assigned: Senior secured revolver due 2023, assigned at Ba2 (LGD2) Senior secured 1st lien term loan B due 2024, assigned at Ba2 (LGD2) Senior unsecured notes, assigned at B3 (LGD5) Ratings to be withdrawn upon close: Senior secured revolving credit facility due 2019, rated Ba3 (LGD 3), to be withdrawn upon transaction close Senior secured 1st lien term loan due 2023, rated Ba3 (LGD 3), to be withdrawn upon transaction close The rating outlook is stable. RATINGS RATIONALE The assignment of a B3 rating to RBS' unsecured notes reflects its ranking behind the company's amended term loan and revolver. The affirmation on CFR incorporates the improvement in the company's performance in the last two quarters as evidenced by its improved leverage metrics and higher margins. Leverage for the LTM period ended September decreased to 5.2x from 5.5x for fiscal year 2017 ended March. For Fiscal 2019 ended March 2019, Moody's anticipate leverage to further improve due to higher EBTIDA and reduced debt level. The company will be paying down its term loan with approximately $300 million in cash. Leverage is anticipated to be under 4 times on a Moody's adjusted basis. The stable ratings outlook reflects the company's cost cutting initiatives which will lead to increasing margins. In addition, the outlook also reflects Moody's expectation of steady revenue growth and benefits from good geographic and product diversity. Moody's affirms the SGL-1 rating reflecting a very good liquidity profile supported by approximately $227 million in cash pro-forma for debt pay down, no borrowings under its $265 million revolving credit facility and expectation of free cash flow generation over $150 million for fiscal 2019. There are no meaningful near term maturities with the amending of the senior secured facilities. In addition, RBS Global also has a $100 million accounts receivable securitization facility which was fully available as of September 30, 2017. RBS Global and its wholly-owned subsidiary, Rexnord LLC, are co-obligors under the senior secured and senior unsecured credit facilities. The Ba2 rating on the company's senior secured bank credit facilities is two notches higher than the CFR and reflects Moody's expectations for significantly better recovery in the event of default due to the support provided by the unsecured notes issue. The B3 rating on the senior unsecured notes is two notches lower than the CFR to reflect expectation for greater loss in a default scenario. The rating could be downgraded or the ratings outlook changed to negative if revenue showed a significant decline or liquidity showed a significant weakening. A large debt financed acquisition could also result in downwards ratings pressure. More specifically, negative rating pressure could develop if free cash flow to debt was anticipated to be below 4% or leverage was expected to be over 5.5x on a Moody's adjusted basis. A ratings upgrade would require a multi-year track record of organic revenue growth and margin improvement. Any positive ratings traction would be prefaced by organic revenue growth for both of its segments and EBITDA growth of at least 3%, and at least good liquidity. Additional credit metrics that would support positive ratings traction include expectations for sustained debt to EBITDA below 4.25x, and EBITA to Interest above 2.5x. The principal methodology used in this rating was Global Manufacturing Companies published in June 2017. Rexnord Corporation, headquartered in Milwaukee, WI, is publicly traded and is the holding company of RBS Global, Inc. RBS Global operates through its wholly-owned subsidiary Rexnord LLC., which is an industrial company comprised of two business segments: Process and Motion Control (PMC) (about 60% of revenues) and Water Management (WM) (about 40% of revenues). The PMC platform designs, manufactures, markets and services a portfolio of motion control products, shaft management products, aerospace components, and related value-added services. The WM platform designs, procures, manufactures, and markets products that provide and enhance water quality, safety, flow control and conservation. Rexnord Corporation employs around 8,000 people and had revenues approximating $1.95 billion for the LTM period ending 9/30/17. REDDY ICE: Moody's Lowers Corporate Family Rating to 'Caa2' ----------------------------------------------------------- Moody's Investors Service downgraded Reddy Ice Corporation's Corporate Family Rating (CFR) and Probability of Default Rating (PDR) to Caa2 and Caa2-PD (from Caa1 and Caa1-PD), respectively. Moody's also assigned a B3 rating to the company's $50 million senior secured first lien revolving credit facility (April 2019 expiry) and affirmed the existing B3 rating on the company's $225 million principal senior secured first lien term loan due May 2019. At the same time, Moody's withdrew the B3 rating on the company's former $50 million senior secured first lien revolving credit facility expiring May 2018. The ratings outlook has been changed to stable from negative. "Moody's has downgraded Moody's fundamental ratings for Reddy Ice given what Moody's view to be a rising probability of default, with a shrinking time horizon to refinance the company's debt obligations and ongoing weakness in earnings and liquidity," said Moody's Vice President -- Senior Analyst Brian Silver. "Although the recent amendment affords a modest liquidity buffer over the near term by widening covenant headroom and pushing out the revolver expiration, the company's term loan comes current in May 2018, and refinancing options remain increasingly uncertain," added Mr. Silver. Moody's noted that its affirmation of the existing term loan rating despite downgrading Reddy Ice's fundamental ratings reflects the company's evolving capital structure and its expectation that first lien debt securities would likely benefit from growing loss absorption from more junior-ranking obligations in the consolidated capital structure. The following rating has been assigned at Reddy Ice Corporation: $50 million senior secured first lien revolving credit facility due 2019 at B3 (LGD3) The following ratings have been downgraded at Reddy Ice Corporation: Corporate Family Rating to Caa2 from Caa1 Probability of Default Rating to Caa2-PD from Caa1-PD The following rating has been affirmed at Reddy Ice Corporation: $225 million senior secured first lien term loan at B3 (LGD3) The following rating has been withdrawn at Reddy Ice Corporation: $50 million senior secured first lien revolving credit facility due 2018 rated B3 (LGD3) The ratings outlook is stable RATINGS RATIONALE Reddy Ice's Caa2 corporate family rating and associated Caa2-PD probability of default rating primarily reflect the company's weak liquidity profile, which is expected to worsen over the next 18 months largely due to the May 2019 maturity of its first lien term loan (as well as the now April 2019 expiration of its revolver). The ratings also incorporate the company's elevated financial leverage, marginal interest coverage, narrow product focus, and high susceptibility to shifts in demand due to weather and other factors. In addition, the company has small absolute scale highlighted by annual revenues of less than $500 million. These factors are partially offset by the company's solid market position as one of the leaders in the North American packaged ice industry, relatively large scale in its narrow sector, favorable geographic footprint, and barriers to entry created by its infrastructure. The company, along with other players in the ice industry, will continue to face risks associated with the ongoing challenge of matching its ice making/delivery capacity to demand, which is very difficult to determine on a consistent basis, especially with short lead times that are influenced by variable weather patterns. The stable ratings outlook reflects Moody's belief that the company still has time to refinance its debt obligations, but the outlook could revert to negative again if the company's debt is not refinanced by FYE18. The ratings could be upgraded if the company's earnings and liquidity profile improves, which would require the refinancing of its debt obligations. Alternatively, the ratings could be downgraded if the company does not refinance its debt obligations by FYE18, if its supplemental uncommitted revolving credit facility is terminated, or if it defaults on any of its debt obligations. The principal methodology used in these ratings was Global Packaged Goods published in January 2017. Reddy Ice Holdings, Inc. ("Reddy Holdings"), through its wholly-owned subsidiary Reddy Ice Corporation ("Reddy Ice"), the borrower, manufactures and distributes packaged ice products. The company is reportedly one of the largest manufacturers of packaged ice in the United States and serves a variety of customer locations in 37 states and the District of Columbia. Typical customers include supermarkets, mass merchants, and convenience stores. Reddy Holdings is majority owned and controlled by PE firm Centerbridge Partners. The company generated revenue for the twelve months ended September 30, 2017 of approximately $329 million. REDDY ICE: S&P Alters Outlook to Neg. Amid Upcoming Debt Maturity ----------------------------------------------------------------- U.S.-based, Reddy Ice Holdings has significant upcoming maturities despite its recent amendment of its revolver, which provides covenant relief and extends the maturity of its revolver to 2019. The company's performance through the first nine months of 2017 has been weaker than compared with the same period in 2016 due to cooler-than-expected temperatures and increased hurricane activity, resulting in expected negative free operating cash flow and EBITDA interest coverage of below 1.5x for fiscal 2017. S&P Global Ratings affirmed its 'CCC+' corporate credit rating on Reddy Ice Holdings Inc. and revised the outlook to negative from stable. S&P said, "At the same time, we affirmed our 'B-' issue-level rating on the company's first-lien credit facility, consisting of a $50 million dollar revolver and $225 million term loan, which begins to mature in April 2019. The recovery rating remains '2', indicating our expectations for a substantial (70%-90%; rounded estimate: 75%) recovery in the event of payment default. "The outlook revision to negative reflects the risk that Reddy Ice may have difficulty refinancing its entire capital structure which matures in 2019, especially given its soft performance thus far in 2017. We have revised our forecast downward and now expect negative free operating cash flow for fiscal 2017. The company recently completed an amendment extending the maturity of its $50 million revolver to April 2019, which better aligns with the maturity of its first- and second-lien term loans, which mature in May and November of 2019, respectively. The amendment also provided covenant relief under the company's consolidated net leverage ratio increasing the covenant cushion to roughly 13% as of September 2017. As part of the agreement, the company was required to increase the amount its independent financing which was satisfied through an increase of its uncommitted unsecured line of credit from $10 million to $30 million and is secured through a letter of credit from its financial sponsor, Centerbridge Capital Partners. "The negative outlook reflects the potential for a lower rating over the next 6 months if the company does not refinance its credit facilities before they begin to become current in April 2018. The outlook also incorporates the uncertainty surrounding operational performance in 2018 as the company remains heavily reliant on favorable weather to ensure healthy sales to ensure it meets in financial commitments, including maintaining compliance with financial covenants. "We could lower the rating within the next 6 months if the company does not successfully complete a refinancing of its capital structure or if it is increasingly likely the company will pursue a debt restructuring transaction to address its unsustainable capital structure and 2019 maturities. "We could revise the outlook to stable or raise the ratings if the company successfully refinances its upcoming maturities. An upgrade would also be dependent on the company materially improving its profits and free cash flow generation leading to positive free operating cash flow of at least $5 million as well as EBITDA interest coverage to rise to and be sustained above 1.5x." RENNOVA HEALTH: CEO Lagan Appointed as Interim CFO -------------------------------------------------- Rennova Health, Inc.'s Board of Directors has appointed Seamus Lagan, the Company's chief executive officer, as the Company's interim chief financial officer, as disclosed in a Form 8-K report filed with the Securities and Exchange Commission. About Rennova Health Based in West Palm Beach, Florida, Rennova Health, Inc. (NASDAQ:RNVA) -- http://www.rennovahealth.com/-- provides health care services for healthcare providers, their patients and individuals. Historically, the Company has operated its business under one management team, but beginning in 2017, the Company intends to operate in four synergistic divisions with specialized management: (1) Clinical diagnostics through its clinical laboratories; (2) supportive software solutions to healthcare providers including Electronic Health Records, Laboratory Information Systems and Medical Billing services; (3) Decision support and interpretation of cancer and genomic diagnostics; and (4) the recent addition of a hospital in Tennessee. Rennova Health reported a net loss attributable to common stockholders of $32.61 million on $5.24 million of net revenues for the year ended Dec. 31, 2016, compared with a net loss attributable to common stockholders of $37.58 million on $18.39 million of net revenues for the year ended Dec. 31, 2015. As of June 30, 2017, Rennova Health had $5.68 million in total assets, $23.20 million in total liabilities, and a total stockholders' deficit of $17.51 million. Green & Company, CPAs, in Temple Terrace, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has significant net losses and cash flow deficiencies. Those conditions raise substantial doubt about the Company's ability to continue as a going concern. RENNOVA HEALTH: Obtains $4 Million from Preferred Shares Offering ----------------------------------------------------------------- Rennova Health, Inc., closed an offering of $4,960,000 stated value of its newly-authorized Series I-1 Convertible Preferred Stock. The offering was pursuant to the terms of the Securities Purchase Agreement, dated as of Oct. 30, 2017, between the Company and certain existing institutional investors of the Company. The Company received proceeds of $4,000,000 from the offering. The Purchase Agreement gives the investors the right to participate in up to 50% of any offering of common stock or common stock equivalents by the Company. In the event of any such offering, the investors may also exchange all or some of their Preferred Stock for such new securities on an $0.80 stated value of Preferred Stock for $1.00 of new subscription amount basis. The Company's board of directors has designated up to 4,960 shares of the 5,000,000 authorized shares of preferred stock as the Preferred Stock. Each share of Preferred Stock has a stated value of $1,000. The Preferred Stock is senior in right of payment, including dividend rights and liquidation preference, to the Company's Series G Convertible Preferred Stock and Series H Convertible Preferred Stock. Each share of Preferred Stock is convertible into shares of the Company's common stock at any time at the option of the holder at a conversion price equal to the lesser of (i) $1.00, subject to adjustment, and (ii) 85% of the lesser of the volume weighted average market price of the common stock on the day prior to conversion or on the day of conversion. The conversion price is subject to "full ratchet" and other customary anti-dilution protections as more fully described in the Certificate of Designation of the Preferred Stock. Holders of the Preferred Stock are prohibited from converting Preferred Stock into shares of common stock if, as a result of such conversion, the holder, together with its affiliates, would own more than 4.99% (or, upon election of the holder, 9.99%) of the total number of shares of common stock then issued and outstanding. However, any holder may increase or decrease such percentage to any other percentage not in excess of 9.99%, provided that any increase in such percentage shall not be effective until 61 days after notice to the Company. Upon any liquidation, dissolution or winding-up of the Company, the holders of Preferred Stock will be entitled to receive an amount equal to the stated value of the Preferred Stock, plus any accrued and unpaid dividends thereon and any other fees or liquidated damages then due and owing for each share of Preferred Stock, before any distribution or payment shall be made on any junior securities. Shares of Preferred Stock generally have no voting rights, except as required by law and except that the affirmative vote of the holders of a majority of the then outstanding shares of Preferred Stock is required to (a) alter or change adversely the powers, preferences or rights given to the Preferred Stock or alter or amend the Certificate of Designation of the Preferred Stock, (b) authorize or create any class of stock ranking as to dividends, redemption or distribution of assets upon liquidation senior to, or otherwise pari passu with, the Preferred Stock, (c) amend the Company’s certificate of incorporation or other charter documents in any manner that adversely affects any rights of the holders, (d) increase the number of authorized shares of Preferred Stock, or (e) enter into any agreement with respect to any of the foregoing. Holders of Preferred Stock shall be entitled to receive dividends on shares of Preferred Stock equal (on an as-converted to common stock basis) to and in the same form as dividends actually paid on shares of common stock when, as and if dividends are paid on shares of common stock. No other dividends shall be paid on shares of Preferred Stock. Upon the occurrence of certain Triggering Events (as defined in the Certificate of Designation of the Preferred Stock), the holder shall, in addition to any other right it may have, have the right, at its option, to require the Company to either redeem the Preferred Stock in cash or in certain circumstance in shares of common stock at the redemption prices set forth in the Certificate of Designation. As long as at least a specified number of shares of Preferred Stock are outstanding, unless the holders of 67% of the then outstanding shares of Preferred Stock shall have given prior written consent, the Company and its subsidiaries are, with certain exceptions, limited from (a) incurring indebtedness, (b) creating liens, (c) amending its charter documents, (d) repurchasing or acquiring shares of common stock or common stock equivalents, (e) paying cash dividends on junior securities, (f) entering into transactions with affiliates, or (g) entering into any agreement with respect to the foregoing. About Rennova Health Based in West Palm Beach, Florida, Rennova Health, Inc. (NASDAQ:RNVA) -- http://www.rennovahealth.com/-- provides health care services for healthcare providers, their patients and individuals. Historically, the Company has operated its business under one management team, but beginning in 2017, the Company intends to operate in four synergistic divisions with specialized management: (1) Clinical diagnostics through its clinical laboratories; (2) supportive software solutions to healthcare providers including Electronic Health Records, Laboratory Information Systems and Medical Billing services; (3) Decision support and interpretation of cancer and genomic diagnostics; and (4) the recent addition of a hospital in Tennessee. Rennova Health reported a net loss attributable to common stockholders of $32.61 million on $5.24 million of net revenues for the year ended Dec. 31, 2016, compared with a net loss attributable to common stockholders of $37.58 million on $18.39 million of net revenues for the year ended Dec. 31, 2015. As of June 30, 2017, Rennova Health had $5.68 million in total assets, $23.20 million in total liabilities, and a total stockholders' deficit of $17.51 million. Green & Company, CPAs, in Temple Terrace, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has significant net losses and cash flow deficiencies. Those conditions raise substantial doubt about the Company's ability to continue as a going concern. RITCHIE BROS: S&P Affirms 'BB' CCR on Improved Performance ---------------------------------------------------------- S&P Global Ratings said it affirmed its 'BB' long-term corporate credit rating on Burnaby, B.C.-based heavy equipment auctioneer Ritchie Bros. Auctioneers Inc. (RBA). The outlook is stable. At the same time, S&P Global Ratings affirmed its 'BBB-' issue-level rating, with a '1' recovery rating, on RBA's existing revolving credit facility and term loans. The '1' recovery rating indicates its expectation of very high (90%-100%, rounded estimate of 95%) recovery in a default scenario. S&P Global Ratings also affirmed its 'BB-' issue-level rating, with a '5' recovery rating, on RBA's US$500 million unsecured notes. The '5' recovery rating indicates its expectation of modest (10%-30%, rounded estimate of 10%) recovery in a default scenario. S&P said, "The affirmation reflects our expectation that RBA's operating performance and credit measures will improve in 2018, following weaker-than-expected results this year. We estimate adjusted debt-to-EBITDA will decline to the high 2x area through modest debt reduction and EBITDA growth. In our view, the constrained supply of equipment in North America that contributed to lower sales volumes in 2017 is temporary rather than a secular change in the industry. We expect a return to positive organic revenue growth as new equipment enters the North American construction market, which should bolster the volume of used equipment going to auction. We also assume the company's Iron Planet (IP) division, acquired in May 2017, should contribute to higher earnings and cash flow following modest contributions to date. "The stable outlook on RBA reflects our expectation that adjusted debt-to-EBITDA should reduce to the high 2x area in 2018 through modest debt reduction and adjusted EBITDA growth. This incorporates our view that weaker-than-expected operating results this year, mainly related to constrained supply of equipment in North America, is temporary. We expect positive organic revenue growth should resume in 2018 as new equipment gradually enters the North American construction market, which should drive up volume of used equipment going to auction. "We could lower the rating on RBA within the next 12 months if we expect the company to sustain adjusted debt-to-EBITDA in the low 3x area. This could occur if the North American supply of construction equipment tightens further next year, contributing to lower volumes of used equipment sold at auction and a decline in pro forma EBITDA (excluding acquisition costs). This could also occur if we expect the company to repurchase more than US$50 million of shares outstanding through 2018. "Although we do not expect to raise our ratings in the next 12 months, we could upgrade the company if RBA is able to achieve and sustain adjusted debt-to-EBITDA at about 2.0x and discretionary cash flow-to-debt above 10%. In this scenario, we would anticipate stronger revenue growth than our current forecast, in addition to our view that the company's financial policy supports these credit measures, which we believe will take time to demonstrate." ROBERT TAYLOR: Sale of Bank Stock to Catahoula Holding for $65K OKd ------------------------------------------------------------------- Judge John W. Kolwe of the U.S. Bankruptcy Court for the Western District of Louisiana authorized the private sale by Robert Drew and Anissa Rose Taylor of their shares of stock, specifically described as one certificate for 3,500 shares of stock in Catahoula Holding Co. issued Jan. 8, 2015, to Catahoula Holding for the sum of $18.50 per share or a total purchase price of $64,750. The sale is subject to the terms and conditions, including transfer restrictions, of the Amended and Restated Shareholders' Agreement dated as of Nov. 15, 2014, as the same may be further amended from time to time, by and between the corporation and each of its shareholders, which agreement is on file at the registered office of Catahoula Holding Co. The proceeds of the sale will be held in the trust account of their counsel pending further orders of the Court. Robert Drew Taylor and Anissa Rose Taylor filed a voluntary petition seeking relief pursuant to Chapter 12 of Title 11 of the United States Code on March 14, 2017. Thereafter, the same was converted to one under Chapter 11 (Bankr. W.D. La. Case No. 17-80258) on June 8, 2017. Their Plan of Reorganization was filed on Aug. 21, 2017, providing for liquidation of unencumbered assets. ROBERT TAYLOR: Sale of Cattle Farm Equipment for $68K OKd --------------------------------------------------------- Judge John W. Kolwe of the U.S. Bankruptcy Court for the Western District of Louisiana authorized Robert Drew Taylor and Anissa Rose Taylor to sell (i) John Deere 6415 Tractor - SN #L06415D493319; (ii) John Deere 5525 MFWD Tractor - SN #LV5525R45392; (iii) John Deere Loader - SN W00542D26359; (iv) 2010 Kubota L3940 HSTC Tractor - SN 50255; and (v) Loader Model LA-724 - SN 86146 which were used in connection with their cattle operations to Drewett Taylor for $68,000. The Buyer is the father of Robert Drew Taylor. The Equipment is sold "as is, where is" with all faults and without any warranties, express or implied; and free and clear of lines and encumbrances. The liens and encumbrances will attach to the proceeds of the sale. The proceeds of the sale will be held in the trust account of their counsel pending further orders of the Court. Robert Drew Taylor and Anissa Rose Taylor filed a voluntary petition seeking relief pursuant to Chapter 12 of Title 11 of the United States Code on March 14, 2017. Thereafter, the same was converted to one under Chapter 11 (Bankr. W.D. La. Case No. 17-80258) on June 8, 2017. Their Plan of Reorganization was filed on Aug. 21, 2017, providing for liquidation of unencumbered assets. ROOSTER ENERGY: US Specialty Insurance Objects to Disclosures ------------------------------------------------------------- U.S. Specialty Insurance Company filed with the U.S. Bankruptcy Court for the Western District of Louisiana an objection to the disclosure statement for joint Chapter 11 plan of Rooster Energy, LLC, Rooster Petroleum, LLC, and Rooster Oil & Gas, LLC, dated as of Oct. 23, 2017. USSIC continues to review both plans and disclosure statements and reserves all rights to oppose confirmation on any ground. However, at the current time, USSIC objects to the Rooster Disclosure Statement due to the fact it fails to provide "adequate information" as required by 11 U.S.C. Section 1125. The Rooster Disclosure Statement contains at least the following deficiencies: a. the Rooster Debtors fail to provide adequate information regarding the handling of the USSIC bonds by incorporating the concept of "USSIC Bonds New Agreements." USSIC continues discussion with counsel for Rooster and Morrison regarding the bonds and bond collateral issues, but, at this point, USSIC does not understand what the Rooster Debtors contemplate by this definition and plan provision; b. this deficiency is further significant because surety bonds are not executory contracts and cannot be transferred. In theory the Rooster Debtors seek to sidestep this problem through the "USSIC Bonds New Agreements," but the current disclosure is unclear on that point; c. the Rooster Debtors provide for payment of administrative claims but give no disclosure as to the amounts of claims covered or any indication that they can satisfy those claims in full. USSIC anticipates submitting an administrative claim for unpaid bond premiums. USSIC cannot tell from the Disclosure Statement whether these premiums will be satisfied; and d. the Rooster Debtors provide no disclosure regarding their decommissioning obligations and plan for addressing those liabilities. The Rooster Debtors should provide disclosure regarding their decommissioning plans to demonstrate they can comply with their environmental obligations. This information is essential for creditors to evaluate whether a plan will be followed quickly by a liquidation or further need for reorganization. Moreover, the Rooster Debtors' environmental claims could present substantial administrative claim burdens, and it is unclear how the Rooster Debtors can satisfy those claims. USSIC anticipates discussing and hopefully resolving these issues with Debtors and other interested parties. However, USSIC submits this objection out of an abundance of caution. USSIC expressly reserves all rights including all rights associated with its bonds, indemnity agreements, guaranty agreements, and any pending demands for collateral. A copy of the Objection is available at: http://bankrupt.com/misc/lawb17-50705-558.pdf As reported by the Troubled Company Reporter on Nov. 8, 2017, the Debtor filed with the Court a disclosure statement dated Oct. 23, 2017, referring to the Debtor's joint Chapter 11 plan dated Oct. 23, 2017, which proposes that if the Rooster restructuring closing date occurs, in full and final satisfaction of, and in exchange for, its General Unsecured Claim, each holder of an Allowed Class 5a Claim will receive the holder's pro rata share of the Rooster Energy General Unsecured Claim Distribution Fund. Each holder of an Allowed Class 5b Claim will receive the holder's pro rata share of the Rooster O&G General Unsecured Claim Distribution Fund, and each holder of an Allowed Class 5c Claim will receive the holder's pro rata share of the Rooster Petroleum Unsecured Claim Distribution Fund. USSIC is represented by: Bradley C. Knapp, Esq. LOCKE LORD, LLP 601 Poydras Street, Suite 2660 New Orleans, Louisiana 70130 Tel: (504) 558-5210 Fax: (504) 910-6847 E-mail: rkuebel@lockelord.com bknapp@lockelord.com -- and -- Philip G. Eisenberg, Esq. LOCKE LORD, LLP 2800 JP Morgan Chase Tower 600 Travis Street Houston, Texas 77002 Tel: (713) 226-1200 Fax: (713) 223-3717 E-mail: peisenberg@lockelord.com About Rooster Energy Houston, Texas-based Rooster Energy Ltd. -- http://www.roosterenergyltd.com/-- is an integrated oil and natural gas company with an exploration and production (E&P) business and a downhole and subsea well intervention and plugging and abandonment service business. The Company's operations are located in the state waters of Louisiana and the shallow waters of the Gulf of Mexico, mature regions that have produced since 1936. Rooster Energy, L.L.C., Rooster Energy Ltd., and five other affiliates sought Chapter 11 protection (Bankr. W.D. La. Lead Case No. 17-50705) on June 2, 2017. The petitions were signed by Kenneth F. Tamplain, Jr., president and chief executive officer. In its petition, Rooster Energy L.L.C. estimated $50 million to $100 million in liabilities. Jan M. Hayden, Esq., Lacey Rochester, Esq., Susan C. Mathews, Esq., and Daniel J. Ferretti, Esq., at Baker Donelson Bearman Caldwell & Berkowitz, P.C., serve as bankruptcy counsel. Opportune LLP has been tapped as restructuring advisor. Donlin Recano & Company, Inc., serves as claims, noticing and solicitation agent. On June 23, 2017, the U.S. Trustee appointed three creditors to serve in the official committee of unsecured creditors of the Rooster Petroleum case. On June 22, 2017, the U.S. Trustee appointed two creditors to serve in the official committee of unsecured creditors of the Cochon Properties case. ROOSTER ENERGY: US Specialty Objects to Cochon's Disclosures ------------------------------------------------------------ U.S. Specialty Insurance Company filed with the U.S. Bankruptcy Court for the Western District of Louisiana an objection to the disclosure statement for joint Chapter 11 plan of Cochon Properties, LLC, and Morrison Well Services, LLC. USSIC continues to review both plans and disclosure statements and reserves all rights to oppose confirmation on any ground. However, at the current time, USSIC objects to the Cochon Disclosure Statement due to the fact it fails to provide "adequate information" as required by 11 U.S.C. Section 1125. The Cochon Disclosure Statement contains at least the following deficiencies: a. the Cochon Disclosure Statement describes two options for USSIC -- either vote in favor of the Plan and keep the bonds in place or vote against the plan for the bonds to be replaced "in the ordinary course." If USSIC votes in favor of the plan, it will apparently receive a cash payment of some completely unidentified amount. Angelo Gordon should identify that amount or the basis for determining what that amount will be. The Cochon Disclosure Statement is also vague regarding what agreements will be entered if USSIC votes "yes." Angelo Gordon discloses that the Reorganized Debtors will enter new indemnity agreements in a form acceptable to them while existing indemnity obligations will be "discharged." The final form these agreements will take is unclear; b. the Cochon Plan's class structure creates four separate classes of unsecured creditors with disparate treatment. Moreover, the Angelo Gordon not explain what funds may be available for unsecured claims USSIC has related to the cancellation of certain indemnity obligations. The Cochon Disclosure Statement should clarify the basis for this disparate treatment, which appears to violate the U.S. Bankruptcy Code at this time; c. the Cochon Plan does not properly disclosure how it will handle the payment of administrative expenses, including providing placement bonds if necessary; d. the "vote no" option is also problematic because the Cochon Disclosure Statement indicates the bonds would be replaced "in the ordinary course." This option is unacceptable because it creates a gap period where Cochon Debtors' liabilities are apparently stripped but the bonds remain in place. Any replacement should happen on or before the effective date of the Plan. Moreover, the payment of some amount based on a Chapter 7 liquidation analysis to be determined by the Court makes little sense and potentially impairs administrative claims USSIC will have for providing bonding postpetition; and e. the Cochon Disclosure Statement broadly describes an exit facility, but Angelo Gordon does not explain how they plan to satisfy regulatory requirements and provided for future decommissioning and other environmental obligations. This information is essential for creditors to evaluate whether a plan will be followed quickly by a liquidation or further need for reorganization. Moreover, the Cochon Debtors' environmental claims could present substantial administrative claim burdens, and it is unclear how the Rooster Debtors can satisfy those claims. USSIC anticipates discussing and hopefully resolving these issues with Debtors and other interested parties. However, USSIC submits this objection out of an abundance of caution. USSIC expressly reserves all rights including all rights associated with its bonds, indemnity agreements, guaranty agreements, and any pending demands for collateral. A copy of the Objection is available at: http://bankrupt.com/misc/lawb17-50705-557.pdf USSIC is represented by: Bradley C. Knapp, Esq. LOCKE LORD, LLP 601 Poydras Street, Suite 2660 New Orleans, Louisiana 70130 Tel: (504) 558-5210 Fax: (504) 910-6847 E-mail: rkuebel@lockelord.com bknapp@lockelord.com -- and -- Philip G. Eisenberg, Esq. LOCKE LORD, LLP 2800 JP Morgan Chase Tower 600 Travis Street Houston, Texas 77002 Tel: (713) 226-1200 Fax: (713) 223-3717 E-mail: peisenberg@lockelord.com About Rooster Energy Houston, Texas-based Rooster Energy Ltd. -- http://www.roosterenergyltd.com/-- is an integrated oil and natural gas company with an exploration and production (E&P) business and a downhole and subsea well intervention and plugging and abandonment service business. The Company's operations are located in the state waters of Louisiana and the shallow waters of the Gulf of Mexico, mature regions that have produced since 1936. Rooster Energy, L.L.C., Rooster Energy Ltd., and five other affiliates sought Chapter 11 protection (Bankr. W.D. La. Lead Case No. 17-50705) on June 2, 2017. The petitions were signed by Kenneth F. Tamplain, Jr., president and chief executive officer. In its petition, Rooster Energy L.L.C. estimated $50 million to $100 million in liabilities. Jan M. Hayden, Esq., Lacey Rochester, Esq., Susan C. Mathews, Esq., and Daniel J. Ferretti, Esq., at Baker Donelson Bearman Caldwell & Berkowitz, P.C., serve as bankruptcy counsel. Opportune LLP has been tapped as restructuring advisor. Donlin Recano & Company, Inc., serves as claims, noticing and solicitation agent. On June 23, 2017, the U.S. Trustee appointed three creditors to serve in the official committee of unsecured creditors of the Rooster Petroleum case. On June 22, 2017, the U.S. Trustee appointed two creditors to serve in the official committee of unsecured creditors of the Cochon Properties case. RYCKMAN CREEK: Natixis Wants Full Disclosure of Plan Sponsor ------------------------------------------------------------ Natixis, New York Branch, files with the U.S. Bankruptcy Court for the District of Delaware a limited objection to the Fifth Amended Disclosure Statement With Respect to the Fourth Amended Joint Chapter 11 Plan of Reorganization of Ryckman Creek Resources, LLC, and its affiliated debtors. Natixis does not object to the Disclosure Statement in its totality. Natixis does, however, assert that the Disclosure Statement is inadequate in that it does not provide basic information regarding 31 Midstream LLC (the "Plan Sponsor") and 31 Group LLC (the "Plan Sponsor Parent"). Natixis asserts that information regarding the Plan Sponsor and the Plan Sponsor Parent is critical because the consideration being provided by the Plan Sponsor is a promise to make payments for three years to the Debtors' estates. The promise to make these payments is secured by the Plan Sponsor's assets, and includes an unsecured guarantee from the Plan Sponsor Parent. Natixis argues that without disclosing financial and other information regarding the Plan Sponsor and the Plan Sponsor Parent, the Debtors have not and cannot meet the threshold of providing adequate information sufficient to obtain approval of the Disclosure Statement. Natixis tells the Court that the only information contained in the Disclosure Statement regarding the identity of the Plan Sponsor and the Plan Sponsor Parent is that they are "31 Midstream LLC" and "31 Group LLC." This is inadequate information since no details are provided regarding the actual entities, aside from their name. Under the Plan and as described in the Disclosure Statement, the Plan Sponsor will obtain 80% of the common membership units in the reorganized Debtors. In exchange for the New Common Units, the Plan Sponsor will provide cash consideration of $500,000 on the Effective Date. The Plan Sponsor will also make four monthly payments of $250,000 following the Effective Date and six semi-annual payments of principal and interest of approximately $2,630,000 over three years following the Effective Date. The Plan Sponsor Note is, among other things, secured by the assets of the Plan Sponsor, guaranteed by the reorganized Debtors, and guaranteed by the Plan Sponsor Parent on an unsecured basis. However, it is unclear whether the Deferred Cash Payments are also secured in the same manner as the Plan Sponsor Note. Thus, the vast majority of the consideration being provided by the Plan Sponsor is through the Deferred Cash Payments and the Plan Sponsor Note. The Plan Sponsor Note is secured by the assets of the Plan Sponsor, and subject to an unsecured guarantee from the Plan Sponsor Parent. As the feasibility of the Plan and the estates' ability to pay administrative claims is entirely dependent on whether the Plan Sponsor is able to fulfill its agreement regarding the Deferred Cash Payments and the Plan Sponsor Note, Natixis asserts that it is critical that the Debtors' creditors are provided adequate information about the Plan Sponsor and the Plan Sponsor Parent, including their financial wherewithal. Further, as the Plan Sponsor and the Plan Sponsor Parent are providing guarantees, Natixis contends that the financial information regarding the Plan Sponsor and the Plan Sponsor Parent is also necessary. Absent this information, the Disclosure Statement should not be approved, as the creditors will have no information, much less adequate information, regarding the Debtors’ estates’ ability to collect on the consideration under the Plan. Counsel for Natixis, New York Branch Brian E. Farnan, Esq. Michael J. Farnan, Esq. FARNAN LLP 919 North Market Street, 12th Floor Wilmington, DE 19801 Phone: (302) 777-0300 Fax: (302) 777-0301 Email: bfarnan@farnanlaw.com mfarnan@farnanlaw.com -- and -- Charles A. Beckham, Jr., Esq. Arsalan Muhammad, Esq. HAYNES AND BOONE, LLP 1221 McKinney Street, Suite 2100 Houston, Texas 77010 Telephone: (713) 547-2000 Fax: (713) 547-2300 Email: charles.beckham@haynesboone.com arsalan.muhammad@haynesboone.com 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. 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. RYCKMAN CREEK: Statutory Lien Claimants to Recoup 7% to 13% ----------------------------------------------------------- Ryckman Creek Resources, LLC, and its affiliates filed with the U.S. Bankruptcy Court for the District of Delaware a modified fifth amended disclosure statement dated Nov. 13, 2017, with respect to the modified fourth amended joint Chapter 11 plan of reorganization. General Unsecured Claims primarily consist of the trade payables and intercompany payables. The Debtors have assumed for the purposes of this analysis that all putative Statutory Lien Claims will be treated as General Unsecured Claims. To the extent that any asserted Statutory Lien Claims are deemed to be secured by valid liens senior in priority to the liens secured the Debtors' pre- and post-petition funded debt, the claims would recover ahead of the Prepetition Credit Agreement Claims, DIP Facility Claims, and/or the carve-out, causing recoveries to be adjusted accordingly. To the extent the liens asserted by holders of Statutory Lien Claims are determined to rank senior in priority to the DIP Facility Claims and the carve-out, holders of Statutory Lien Claims would recover between $1,305,000 and $2,333,000 in aggregate (approximately 7% and 13%, respectively, on account of the claims). Each holder of Class 3 Unsecured Claims will receive on the Trust Distribution Date on account of the Class 3 Claim its pro rata share of the Class 3 Common Units. This class is impaired by the Plan. A copy of the Fifth Amended Disclosure Statement is available at: http://bankrupt.com/misc/deb16-10292-1271.pdf The confirmation hearing will commence on Dec. 6, 2017, at 10:00 a.m. (Eastern). For a vote on the plan to be counted, the ballot indicating acceptance or rejection of the plan must be received by Kurtzman Carson Consultants LLC, the Debtors' claims, noticing, and solicitation agent, no later than 4:00 p.m. (Pacific), on Dec. 1, 2017. The plan objection deadline is Dec. 1, 2017, at 4:00 p.m. (Eastern). As reported by the Troubled Company Reporter on Nov. 15, 2017, the Debtors 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. 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 the 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. 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. SALLY BEAUTY: S&P Alters Outlook to Negative & Affirms 'BB+' CCR ---------------------------------------------------------------- S&P Global Ratings revised its outlook on Denton, Texas-based beauty retailer/distributor Sally Beauty Holdings Inc. to negative from stable. At the same time, S&P affirmed all ratings, including the 'BB+' corporate credit rating. S&P said, "The outlook revision reflects our expectation that soft customer traffic and a promotional environment could continue, and we now think debt to EBITDA will remain above 3.5x over the next year and interest coverage around high-4x area. We think competition with mass retailers in the beauty retailing space and other online retailers will increase as competitors vie for market share gains, which could contribute to weaker sales for the company. In addition, we view the intensified competition as a result of a higher promotional environment and a shift to online channels, including greater competition from Amazon and Wal-Mart, in the beauty segment. We also view its distribution segment could face pressure as customers continue to shop online for convenience and search for price value. The company reported weak same-store sales in fourth-quarter 2017 of about negative 2.5% for its retail segment, and we expect sales comparisons to remain soft for the next fiscal year. Going forward, we expect Sally will continue to modify its pricing strategy in an effort to regain lost market share from the heavier competition and manage its product mix, which could weigh on profits. "The negative outlook reflects our expectation that credit metrics will remain pressured as potential performance weakness at the SBS segment may cause the company to underperform our expectations. Though we recognize the company's efforts to balance its strategic initiatives and expansion into the online channel, leverage could continue to weaken. "We could lower the rating if leverage remains around 4x and competitive pressures cause a greater-than-expected revenue decline and a loss in market share. This could hurt profitability and lead to weakened cash flows. Alternatively, a downgrade could occur because of an aggressive financial policy that results in large debt-financed shareholder remunerations. "We could revise our outlook to stable if debt to EBITDA declines to the mid-3x area and if we are convinced that the company's competitive position and operating initiatives, such as expansion of its online channel or SBG segment, provides revenue and profit growth. This could come from better-than-expected operating performance with EBITDA margins improving 100 bps because of better same-store sales at SBS and meaningful sales and cost benefits from its strategic initiatives." SCIENTIFIC GAMES: Amends Arrangement Deal to Add Takeover Clause ---------------------------------------------------------------- As previously disclosed on Scientific Games Corporation's Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on Sept. 20, 2017, the Company entered into an Arrangement Agreement, among the Company, Bally Gaming And Systems UK Limited, a UK company and a wholly owned subsidiary of SGMS ("AcquireCo"), and NYX Gaming Group Limited, a Guernsey company pursuant to which AcquireCo has agreed to acquire all issued and outstanding ordinary shares of NYX at a purchase price of CAD $2.40 per share in cash, without interest. On Nov. 21, 2017, the Company, AcquireCo and NYX entered into the First Amendment to Arrangement Agreement amending the Arrangement Agreement. Pursuant to the terms of the Amendment, among other things, the Company and NYX agreed that the Company will be obligated to make a contractual takeover offer to any and all NYX shareholders pursuant to Part XVIII of the Companies (Guernsey) Law, 2008 (as amended) if: (i) the required approval by NYX shareholders is not obtained at the shareholder meetings to be held on Dec. 20, 2017, (ii) the scheme order is not obtained at the scheme sanction hearing of the Royal Court of Guernsey, (iii) the Company and NYX mutually consent to the Takeover Offer or (iv) upon 10 days notice by NYX to the Company that it has reasonably determined, in good faith, that effecting the Acquisition by way of the Takeover Offer would reasonably be expected to increase the likelihood that the Acquisition will be consummated. The Takeover Offer would include a minimum tender condition, which requires the Company to acquire no less than one NYX ordinary share more than 50% of the ordinary shares of NYX issued and outstanding (including any ordinary shares of NYX beneficially owned by the Company prior to the consummation of the takeover offer) or as otherwise required by applicable law. The Takeover Offer would be for a purchase price of CAD $2.40 per share in cash. About Scientific Games Based in Las Vegas, Nevada, Scientific Games Corporation (NASDAQ: SGMS) -- http://www.scientificgames.com/-- is a developer of technology-based gaming systems, table games, table products and instant games and a leader in products, services and content for gaming, lottery and interactive gaming markets. Scientific Games delivers what customers and players value most: trusted security, creative content, operating efficiencies and innovative technology. Today, the Company offers customers a fully integrated portfolio of technology platforms, robust systems, engaging content and unrivaled professional services. Scientific Games reported a net loss of $353.7 million in 2016, a net loss of $1.39 billion in 2015 and a net loss of $234.3 million in 2014. Scientific Games had $7.06 billion in total assets, $9.03 billion in total liabilities and a $1.97 billion total stockholders' deficit. * * * As reported by the TCR on Oct. 4, 2017, Moody's Investors Service confirmed Scientific Games Corporation's ("SGC") 'B2' Corporate Family Rating and 'B2-PD' Probability of Default Rating. The confirmation of the 'B2' Corporate Family Rating reflects Moody's expectations that the proposed transaction, although primarily debt funded, does not materially change Moody's expectation for continued reduction in leverage from current levels, which is key to the company maintaining its existing rating. In July 2017, S&P Global Ratings affirmed its ratings on Scientific Games, including its 'B' corporate credit rating. The outlook is stable. "The affirmation of our 'B' corporate credit rating reflects our expectation for adjusted EBITDA coverage of interest to remain around 2x through 2018 and for the company to prioritize the use of free cash flow for debt repayment, which we believe partially mitigates currently high leverage. We are forecasting adjusted debt to EBITDA to be in the low- to mid-7x area in 2017 and around 7x in 2018, given our forecast for only modest EBITDA growth and debt reduction." SENIOR CARE GROUP: Sale of Assets Delays Filing of Plan ------------------------------------------------------- Senior Care Group, Inc., and its affiliates ask the U.S. Bankruptcy Court for the Middle District of Florida to extend the exclusivity periods during which only the Debtors will file a plan of reorganization and solicit acceptance of the plan through and including Feb. 28, 2018, and May 1, 2018, respectively. Sections 1121(b) and 1121(c)(2) of the U.S. Bankruptcy Code provide that only the debtor may file a plan until after 120 days following the Petition Date. The 120-day period would expire on Feb. 28, 2018. Section 1121(c)(3) statutorily extends the exclusivity period until 180 days after the Petition Date to permit the debtor to obtain acceptances of a plan as filed. The 180-day period would expire on May 1, 2018. On Nov. 11, 2017, the Court entered its order on the motion of SCG Baywood, LLC, SCG Gracewood, LLC, SCG Harbourwood, LLC, and SCG Laurellwood, LLC, for entry of a court order (i) approving bid procedures in connection with the sale of substantially all of their assets to TL Capital Management, LLC, (ii) establishing procedures for the assumption and assignment by the Debtors of certain executory contracts and unexpired leases, (iii) approving break-up fee and minimum overbid amount, (iv) approving form and manner of notice of bid procedures, and (v) setting objection deadlines. Pursuant to the bid procedures court order, Debtors SCG Baywood, SCG Gracewood, SCG Harbourwood, and SCG Laurellwood are conducting a sale and auction process with respect to certain of their assets, with a sale hearing scheduled for Jan. 29, 2018. The outcome of the sale process will affect the distributions to be proposed by the Debtors in the plan. The Debtors, therefore, request an extension of the Debtors' exclusive period to file a plan and of the deadline by which the Debtors may obtain acceptances of the plan. The Court pursuant to its order continuing initial status conference established Nov. 29, 2017, as the deadline by which the Debtors are to file their disclosure statement and plan. The Debtors are filing their motion for extension of time to file plan and disclosure statement and request an extension through and including Feb. 28, 2018, to file their plan and disclosure statement. A copy of the Debtors' request is available at: http://bankrupt.com/misc/flmb17-06562-231.pdf About Senior Care Group Inc. Senior Care Group, Inc., is a non-profit corporation which, through its wholly-owned subsidiaries, provides residents and patients with nursing and long-term health care services. Senior Care Group and its six affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 17-06562) on July 27, 2017. David R. Vaughan, chairman of the Board, signed the petitions. At the time of the filing, Senior Care Group estimated assets and liabilities of $1 million to $10 million. Judge Catherine Peek Mcewen presides over the cases. Stichter Riedel Blain & Postler, P.A., is the Debtors' bankruptcy counsel. The Debtors hired Akerman LLP as their special healthcare counsel. The U.S. Trustee for Region 21 appointed Mary L. Peebles as the patient care ombudsman for Key West Health and Rehabilitation Center LLC, SCG Baywood LLC, SCG Gracewood LLC, and SCG Laurellwood, LLC. On Aug. 18, 2017, the U.S. trustee appointed an official committee of unsecured creditors. The committee hired Stevens & Lee, P.C., as its bankruptcy counsel; and Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis, P.A., as co-counsel. On Aug. 17, 2017, the Debtors retained Holliday Fenoglio Fowler, LP, as Broker. SOLBRIGHT GROUP: SBI Investments Has 9.9% Equity Stake ------------------------------------------------------ SBI Investments LLC, 2014-1 disclosed in a Schedule 13G filed with the Securities and Exchange Commission that as of Oct. 21, 2017, it beneficially owns 2,145,666 shares of common stock of Solbright Group, Inc., constituting 9.99 percent of the shares outstanding. This percentage is calculated based on approximately 21,673,403 shares of common stock outstanding as of Oct. 21, 2017. As of Oct. 21, 2017, SBI Investments LLC, 2014-1 was deemed to have beneficially owned 9.99% of the common stock of Solbright Group, Inc., as a result of SBI's ownership of that certain convertible promissory note, which gives SBI the rights to own an aggregate number of shares of the Company's common stock in an amount not to exceed 9.99% of shares of common stock then outstanding. A full-text copy of the regulatory filing is available for free at https://is.gd/IycV1L About Solbright Group Solbright Group, Inc., formerly known as Arkados Group, Inc., is an industrial automation and energy management company providing Industrial Internet of Things (IoT) solutions that help commercial and industrial facilities increase efficiency and reduce cost. Headquartered in Newark, New Jersey, the Company delivers technology solutions for building and machine automation and energy conservation that complement its energy conservation services such as LED lighting retrofits, HVAC system retrofits and solar engineering, procurement and construction services. The company's focus is towards the development and commercialization of an Internet of Things software platform that supports Big Data applications that complement its energy management services. More information is available at www.arkadosgroup.com. On Oct. 30, 2017, Arkados Group filed its Certificate of Amendment of the Certificate of Incorporation with the Secretary of State of the State of Delaware changing the name of the Company to "Solbright Group, Inc." The holders of a majority of the votes entitled to be cast by all the Company's outstanding shares adopted resolutions by written consent, in lieu of a meeting of stockholders, to amend the Company's Certificate of Incorporation to change its name to Solbright Group, Inc. to better reflect the business of the Company. On Nov. 3, 2017, the Company received notification from FINRA that as of Nov. 6, 2017, the new symbol of the Company will be "SBRT". The report from the Company's independent registered public accounting firm for the year ended May 31, 2017, includes an explanatory paragraph stating that the Company has incurred recurring operating losses and will have to obtain additional capital to sustain operations. RBSM LLP, in New York, said these conditions raise substantial doubt about the Company's ability to continue as a going concern. Arkados incurred a net loss of $3.34 million for the year ended May 31, 2017, following a net loss of $3.11 million for the year ended May 31, 2016. As of Aug. 31, 2017, Arkados had $19.17 million in total assets, $15.32 million in total liabilities and $3.84 million in total stockholders' equity. SOUTHERN REDI-MIX: Wants to Continue Cash Use Through Dec. 31 ------------------------------------------------------------- Southern Redi-Mix Corporation seeks permission from the U.S. Bankruptcy Court for the District of Massachusetts for continued access to cash collateral through Dec. 31, 2017. A final hearing to consider the Debtor's continued cash collateral use will be held on Dec. 31, 2017. The Debtor requires the use of the cash collateral in order to fund its ongoing operations. The Debtor warns that absent the use of the cash collateral, the Debtor will be unable to pay the usual and ordinary operating expenses of the business. The use of the cash collateral is therefore necessary to preserve the value of the Debtor's estate. As to all secured creditors, the Debtor proposes to adequately protect their collateral by: (a) operating its business and pursuing its reorganization in this case to maintain both its going concern and the value of the creditor's collateral. Debtor believes that its assets are worth far more on a going concern basis than in a hypothetical liquidation; and (b) maintaining insurance on Debtor's personal property and by paying all postpetition vendor and other administrative costs on a timely basis. The Debtor proposes to adequately protect Mechanics Cooperative Bank, Commercial Credit Group, Inc., Corporate Service Company, Forward Financial, LLC, Lehigh Cement Company, LLC, Capital Stack, LLC, and Libertas Funding for the use of any cash collateral by: (a) the existence of an equity cushion in the collateral secured by their liens; and (b) granting them replacement liens (1) to the same extent, priority and validity of liens that existed as of the Petition Date (2) to be recognized only to the extent of any diminution in the value of the creditor's prepetition collateral arising from the Debtors' use of cash collateral, (3) on the same types on the same types of collateral that the creditors had valid liens on as of the Petition Date. The Debtor will make these monthly payments: (a) $1,908 to MCB. This payment represents the contract rate of payment and will be held in suspense, and not applied to principle or interest, pending further order of the Court and/or confirmation of a plan of reorganization; and (b) $8,500 to CCGI to protect against potential diminution in value relating to the most vital pieces of equipment for the Debtor's business and reorganization efforts, to which CCGI holds the first priority lien; The Debtor's use of its income to operate and maintain the business constitutes additional adequate protection. In addition, the Debtor's property is insured at replacement cost. This provides further adequate protection to the secured creditors. A copy of the Debtor's request is available at: http://bankrupt.com/misc/mab17-13790-98.pdf As reported by the Troubled Company Reporter on Nov. 16, 2017, the Court authorized the Debtor to use cash collateral on a final basis pursuant to the terms and conditions as previously stated. About Southern Redi-Mix Southern Redi-Mix Corporation is a concrete manufacturing and sales corporation located in Marshfield, Massachusetts. Southern Redi-Mix has been in continuous operations since its founding in 1986. In February 2010, Gregory Keelan and Henry Stout formed an equal partnership, Northern Yankee, LLC, which acquired 100% of Southern Redi-Mix. In February 2012, Gilbert Lopes, together with Mr. Keelan, formed Bristol Yankee, LLC, in order to acquire McCabe Sand and Gravel in Taunton, MA. Southern Redi-Mix and McCabe Sand integrated business operations with the sales efforts pushed toward the McCabe Sand facility at the behest of Lopes. Southern Redi-Mix filed a Chapter 11 petition (Bankr. D. Mass. Case No. 17-13790) on Oct. 12, 2017. Gregory Keelan, its president, signed the petition. Judge Frank J. Bailey presides over the case. At the time of the filing, the Debtor estimated assets and liabilities of $1 million to $10 million. The Debtor tapped John M. McAuliffe, Esq., of McAuliffe & Associates, P.C., as its legal counsel. STARWOOD PROPERTY: S&P Rates $500MM Unsec. Notes Due 2025 'BB-' --------------------------------------------------------------- S&P Global Ratings said it assigned its 'BB-' debt rating to Starwood Property Trust Inc.'s proposed offering of $500 million of senior unsecured notes due March 2025. The debt rating is one notch below S&P's 'BB' long-term issuer credit rating on Starwood Property Trust Inc. because the company's priority debt is greater than 30% of adjusted assets, although unencumbered assets comfortably cover the unsecured debt. The company intends to use all or substantially all of the net proceeds from this offering to repay a portion of the amount outstanding under existing repurchase agreements and to use any remaining net proceeds for other general corporate purposes. S&P views the related unencumbering of assets pledged to secured financing facilities favorably. Assuming a $500 million issuance with substantially all net proceeds used to reduce secured borrowings, S&P expects debt to adjusted equity will be about 2.0x, consistent with its expectation that the company will operate with leverage of 1.75x-2.5x. RATINGS LIST Starwood Property Trust Inc. Issuer credit rating BB/Stable/-- New Rating Starwood Property Trust Inc. Senior unsecured $500 mil notes due 2025 BB- STERLING ENTERTAINMENT: Exclusive Plan Filing Extended to Feb. 1 ---------------------------------------------------------------- The Hon. August B. Landis of the U.S. Bankruptcy Court for the District of Nevada has extended, at the behest of Sterling Entertainment Group LV, LLC, the exclusive periods for the Debtor to file a plan of reorganization and solicit acceptance of the plan, through and including Feb. 1, 2018, and April 2, 2018, respectively. As reported by the Troubled Company Reporter on Oct. 27, 2017, the Debtor sought the extension (a) to provide further time for preparing adequate information, formulate a plan, and conclude negotiations for the Debtor's business operations and (b) to ensure the plan that is eventually formulated will take into account all the interests of the Debtor and its creditors. About Sterling Entertainment Group Los Angeles, California-based Sterling Entertainment Group LV, LLC, owns the Olympic Garden Gentlemen's Club located at 1531 Las Vegas Boulevard, Las Vegas, Nevada 89104 as well as the real Property associated with the Club. Sterling Entertainment Group filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 17-13662) on July 6, 2017. The petition was signed by Amadouba Tall, trustee of Salahadin Family Trust. The Hon. August B. Landis presides over the case. Bryan M Viellion, Esq., at Kaempfer Crowell, represents the Debtor. At the time of filing, the Debtor estimated $10 million to $50 million in both assets and liabilities. STERLING MID-HOLDINGS: S&P Lowers Issuer Credit Rating to 'SD' -------------------------------------------------------------- S&P Global Ratings said it lowered its issuer credit rating on Sterling Mid-Holdings Ltd. to 'SD' from 'CC'. S&P said, "At the same time, we lowered the ratings on the company's senior secured payment-in-kind (PIK) toggle notes and senior secured notes to 'D' from 'CC'. The recovery rating on the notes remains '6', indicating our expectation for negligible recovery (0%-5%) in the event of default." On Nov. 24, 2017, LSF8 Bond Holdings Ltd., an affiliate of Lone Star Funds that owns DFC Global Corp. through Sterling Mid-Holdings, announced the expiration of its revised cash tender offer for any and all of DFC Finance Corp's 10.5%/12.0% senior secured PIK toggle notes due 2020 and 10.5% senior secured notes due 2020 at 70% of par. S&P said, "We view the offer as a distressed debt exchange tantamount to a default. As a result, we are lowering the issuer credit rating to 'SD' (selective default) and the rating on the senior notes to 'D' (default)." On Nov. 2, under the revised cash tender offer, an eligible holder of 10.5%/12.0% senior secured notes will receive $670 (compared with $650) in exchange and $30 premium per $1,000 of par total exchange. An eligible holder of 10.5% senior secured notes will receive $670 (compared with $620) in exchange and $30 premium per $1,000 par total exchange. Sterling Mid-Holdings believes that the affiliate of Lone Star holds about $273 million (33%) of the existing 10.5%/12.0% senior secured PIK toggle notes and none of the 10.5% senior secured notes. Following the expiration of cash tender offer,LSF8 Bond Holdings Ltd., owns over 95% of the outstanding issues. About $32.6 million of 10.5%/12.0% senior secured PIK toggle notes due 2020 and about $0.1 million of 10.5% senior secured notes due 2020 were not tendered. S&P does not expect the recovery prospects on notes to change because the firm has a $125 million revolver and a $400 million securitization facility, which are considered to be priority debt. S&P plans to raise the issuer credit rating and issue rating on the senior notes from 'SD' and 'D', respectively, in as soon as two business days. SUNDIAL GROUP: S&P Puts 'B-' CCR on Watch Pos. Amid Unilever Deal ----------------------------------------------------------------- S&P Global Ratings placed its 'B-' corporate credit rating on Amityville, N.Y.-based Sundial Group LLC on CreditWatch with positive implications. In addition, S&P placed its 'B-' issue-level ratings on the company's senior secured revolver and term loan B on CreditWatch with positive implications. Sundial's debt outstanding as of September 30, 2017, was about $280 million. The CreditWatch placement follows the announcement that Unilever has entered into an agreement to acquire Sundial. S&P expects the transaction to close in the first quarter of 2018. If the transaction closes, Sundial would become part of financially stronger Unilever (A+/Stable/A-1). S&P said, "We expect to resolve the CreditWatch placement upon closing of the transaction. The magnitude of any ratings uplift would depend largely on whether any debt remains outstanding at Sundial and the potential benefits to Sundial as part of the larger Unilever, which has a stronger credit profile. If all rated debt at Sundial is repaid at transaction closing, we would likely withdraw our ratings on the company. "Alternatively, if the transaction is not completed, we would reassess our ratings on Sundial, which would most likely result in the ratings being affirmed and removed from CreditWatch." TANGO TRANSPORT: Plan Trustee's Sale of 2911 Anton Road Asset OKed ------------------------------------------------------------------ Judge Brenda T. Rhoades of the U.S. Bankruptcy Court for the Eastern District of Texas authorized Christopher J. Moser, the plan trustee for Tango Transport, LLC and its affiliates, to sell outside the ordinary course of business the large parcel of land in at 2911 Anton Road, Madisonville, Kentucky, designated as Lot #3, Lot #4, and the remainder of Lot #5, totaling 29.139 acres, to Steve Pleasant and Barrett McGaw, II for $241,000. The Plan Trustee is authorized to pay the broker fees and other reasonable costs of sale out of the proceeds of the sale. About Tango Transport LLC Tango Transport, LLC provides dry van and flatbed services. It offers over-the-road truckload services; and dedicated/private fleet conversion, expedited, third party logistics, heavy hauling, and brokerage services. The company also provides logistic services, including warehouse and distribution, warehouse management, inventory control, freight payment and audit, and transportation control services; and reverse logistics solutions. It serves Fortune 500 companies in the United States. The company was founded in 1991 and is based in Shreveport, Louisiana. It operates a terminal in Shreveport, Louisiana; and facilities in Sibley, Louisiana; West Memphis, Arkansas; and Madisonville, Kentucky. Tango Transport, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Case No. 16-40642) on April 6, 2016. The petition was signed by B.J. Gorman, president of Gorman Group, Inc., sole member of the Debtor. The Debtor is represented by Keith William Harvey, Esq., at The Harvey Law Firm, P.C. The Debtor estimated assets of less than $50,000 and debts of $10 million to $50 million. On April 26, 2016, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Heller Draper Patrick Horn & Dabney, LLC, serves as counsel while Stillwater Advisory Group, LLC, serves as financial advisor. On Dec. 21, 2016, the court confirmed the Debtor's joint plan of liquidation and the plan trust agreement, which called for the appointment of Christopher J. Moser as plan trustee. TDR TRUST: Taps Coast to Coast as Real Estate Agent --------------------------------------------------- TDR Trust, LLC, seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire a real estate agent. The Debtor proposes to employ Coast to Coast Real Estate Inc. to list for sale its real property located at 9561 Merrimoor Boulevard, Seminole, Florida. The firm will get a sale commission of 6%. Ronald McDonald, a real estate agent employed with Coast to Coast, disclosed in a court filing that he does not hold any interest adverse to the Debtor. The firm can be reached through: Ronald McDonald Coast to Coast Real Estate Inc. 45622 W. Village Drive 156 Tampa, FL 33606 Tel: 813-249-0330 About TDR Trust, LLC TDR Trust, LLC, filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 17-07470) on Aug. 24, 2017, disclosing under $1 million in both assets and liabilities. Judge Michael G. Williamson presides over the case. The Debtor is represented by David W. Steen, Esq., at David W. Steen, P.A. THINK FINANCE: COP–Spectrum, India Banks Appointed to Committee ----------------------------------------------------------------- The Office of the U.S. Trustee on Nov. 27 appointed two more creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Think Finance, LLC and its affiliates. The new committee members are: (1) COP - Spectrum Center c/o Ace Roman 5601 Granite Parkway, Suite 800 Plano, TX 75024 Phone: 972-731-2300 Fax: 972-731-2360 Email: aroman@graniteprop.com (2) India Banks 1415 Harness Horse Lane, #202 Brandon, FL 33511 Phone: 812-454-8322 Email: indialbanks@gmail.com Email: ILBanks@tecoenergy.com The bankruptcy watchdog had earlier appointed Marlin & Associates Holding LLC, Mphasis Limited and Patrick Inscho, court filings show. About Think Finance Think Finance, Inc. -- https://www.thinkfinance.com/ -- is a provider of software technology, analytics, and marketing services to financial clients in the consumer lending industry. Think Finance offers an end-to-end, professionally managed online lending program. The company's customized services allow clients to create, develop, launch and manage their loan portfolio while effectively serving customers. For over 15 years, the company has helped its clients originate over 2 million loans enabling them to put more than $4 billion in credit on the street. Think Finance, LLC, along with six affiliates, sought Chapter 11 protection (Bankr. N.D. Tex. Lead Case No. 17-33964) on Oct. 23, 2017. Think Finance estimated assets of $100 million to $500 million and debt of $10 million to $50 million. The Hon. Harlin DeWayne Hale is the case judge. The Debtors tapped Hunton & Williams LLP as counsel; Alvarez & Marsal as financial advisor; and American Legal Claims Services, LLC, as claims and noticing agent. On Nov. 2, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Cole Schotz P.C. represents the committee as bankruptcy counsel. TKL ASSOCIATES: Dorsey & Whitney to Get Full Payment ---------------------------------------------------- TKL Associates, LLC, filed with the U.S. Bankruptcy Court for the District of Alaska a first amended disclosure statement dated Nov. 13, 2017, to accompany its proposed plan of reorganization. Class A-1 includes the claims of Dorsey & Whitney, employed pursuant to 11 USC Section 327. These claims are estimated at $25,000 as of the Effective Date. Dorsey & Whitney will be paid in full on the Effective Date, unless it accepts less than full payment and a promise for future payment. The Plan will be funded by the rent payments provided by the continued operation of ATKL. ATKL's rent payments will total, exactly, the monthly interest payments to First National Bank of Alaska starting Feb. 1, 2018, through Jan. 1, 2020, any insurance payments required, and any property taxes due on the property of the Debtor. The Debtor plans to liquidate and sell the real property and Lodge by that time. A liquidation would pay every creditor in full, with interest. A copy of the First Amended Disclosure Statement is available at: http://bankrupt.com/misc/akb17-00253-51.pdf As reported by the Troubled Company Reporter on Oct. 18, 2017, the Debtor filed with the Court a disclosure statement to accompany its proposed plan of reorganization, which proposed that Class U-1 -- all allowable insider unsecured non-priority claims ($355,758.13) -- would be paid in full with 2% interest upon successful liquidation of Debtor's property. The Plan would be funded by the revenues generated from rental payments by Alaska's Trophy King Lodge and eventually, a sale of the Debtor's property. It is anticipated that TKL will pay off all creditors after the sale of the Debtor's property. About TKL Associates LLC TKL Associates, LLC, an Alaska Limited liability company filed a Chapter 11 bankruptcy petition (Bankr. D. Alaska Case No. 17-00253) on July 12, 2017. Judge Gary Sparker presides over the case. Dorsey & Whitney LLP represents the Debtor as counsel. In its petition, the Debtor estimated $1 million to $10 million in assets and $500,000 to $1 million in liabilities. The petition was signed by Drew H. Butterwick, sole member. TSC/GREEN ACRES: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor affiliates that filed separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- TSC/Green Acres Road, LLC 17-25912 8600 Snowden River Parkway, Suite 207 Columbia, MD 21045 TSC/Nester's Landing, LLC 17-25913 8600 Snowden River Parkway, Suite 207 Columbia, MD 21045 Business Description: Based in Columbia, Maryland, TSC/Green Acres Road owns in fee simple interest subdivided lots located at 7345 Green Acres Drive, Glen Burnie, MD valued by the company at $2.08 million. Its affiliate TSC/Nester's Landing is also the fee simple owner of a property located at 1915 Turkey Point Road, Baltimore County (consisting of subdivided lots) valued at $1.89 million. Chapter 11 Petition Date: November 28, 2017 Court: United States Bankruptcy Court District of Maryland (Baltimore) Judge: Hon. David E. Rice (17-25912) Hon. Robert A. Gordon (17-25913) Debtors' Counsel: David W. Cohen, Esq. LAW OFFICE OF DAVID W. COHEN 1 N. Charles St., Ste. 350 Baltimore, MD 21201 Tel: (410) 837-6340 Email: dwcohen79@jhu.edu Total Total Assets Liabilities ---------- ----------- TSC/Green Acres Road, LLC $2.57M $2.60M TSC/Nester's Landing, LLC $1.89M $1.69M The petition was signed by Gerard McDonough, trustee for AN&J Family Trust. A full-text copy of TSC/Green Acres Road, LLC's petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/mdb17-25912.pdf A full-text copy of TSC/Nester's Landing, LLC's petition containing, among other items, a list of the Debtor's eight largest unsecured creditors is available for free at: http://bankrupt.com/misc/mdb17-25913.pdf Pending bankruptcy cases filed by affiliates: Debtor Petition Date Case No. ------ ------------- -------- College Park Investments, LLC 9/22/17 17-22678 Stein Properties, Inc. 9/22/17 17-22680 TSC/JMJ Snowden River South, LLC 10/23/17 17-24510 UNITI GROUP: Fitch Affirms 'BB-' Long-Term IDR; Outlook Stable -------------------------------------------------------------- Fitch Ratings has affirmed Uniti Group Inc.'s Long-Term Issuer Default Rating (IDR) at 'BB-'. The Rating Outlook remains Stable. In addition, Fitch has affirmed Uniti Group L.P.'s debt, which was previously issued by Uniti Group Inc. and assumed by Uniti Group LP upon the formation of an UP-REIT. Uniti Group Inc. is a guarantor of the debt. The affirmation reflects Fitch's belief that Uniti's operating cash flows are more stable than the operating cash flows at its main tenant, Windstream Services LLC, as well as the improved revenue diversification Uniti has attained through acquisitions of communications infrastructure since the spin-off from Windstream in 2015. Fitch believes that under the master lease between the two companies, rents would likely continue uninterrupted through a Windstream bankruptcy owing to the importance of Uniti's assets to Windstream's continued operation as a going concern. There are no provisions in the master lease that would trigger its renegotiation, although if Windstream's coverage of rent weakens materially, there is the possibility that by agreement of both parties the lease could voluntarily be recast. On Nov. 16, 2017, Fitch downgraded Windstream to 'B' from 'BB-' based on continued weakness in the company's operating trends. The Rating Watch Negative was maintained (Fitch placed Windstream on Rating Watch Negative on Sept. 27, 2017 in connection with a receipt of a notice of default from a bondholder in one series of notes. Windstream is defending the allegations, has filed a legal proceeding on the matter, and has successfully executed exchange offers and obtained waivers from other bondholders to remove the event of default. Fitch will resolve the Negative Watch following the resolution of the pending litigation and conclusion of the debt-exchange offer). KEY RATING DRIVERS Slight Rise in Leverage: Acquisitions have increased Uniti's gross leverage slightly since the spinoff from Windstream Holdings in 2015. For 2016, gross leverage (total debt/EBITDA) was 6.2x when giving 50% equity treatment for its preferred stock. Fitch Ratings expects Uniti to finance future transactions such that gross leverage will remain relatively stable and should remain in the high-5x range over the longer term. Acquisitions: Based on management comments about opportunities within a robust transaction pipeline and desire to diversify across various asset classes, Fitch anticipates that Uniti will announce further transactions over time. Very Stable Cash Flow: Fitch expects Uniti's cash flows to be very stable, owing to the fixed nature of the long-term lease payments from Windstream Holdings, Inc. (its subsidiary Windstream Services, LLC is rated B/Rating Watch Negative) and the contractual nature of the revenue streams in Uniti's operating businesses. A substantial portion (and declining due to acquisitions) of Uniti's current revenues is generated under the master lease with Windstream, which has exclusive access to the fiber and copper assets spun off to Uniti. Business Model: The master lease currently produces slightly more than $650 million in cash revenues annually. Fitch believes similar transactions are likely, as are acquisitions of communications infrastructure. Tenant Concentration: The master lease provides approximately 70% of Uniti's revenues pro forma for recently completed acquisitions. At the spinoff, nearly all revenues were from Windstream. In Fitch's view, the improved diversification is a positive for Uniti's credit profile, and combined with a revised view on the strength of the master lease and its priority payment, Uniti's Issuer Default Rating can be higher than Windstream's. Seniority: Uniti's master lease is with Windstream Holdings, which is subordinate to Windstream Services. However, Fitch believe Uniti's assets are essential to Windstream Services' operations and are a priority payment, as a default on the lease could cause Windstream to lose control of the leased assets. Fitch also believes that in a bankruptcy scenario Windstream is very unlikely to reject the master lease owing to its indivisible nature, and its lenders are likely to consent to the lease payment to preserve the value of its assets. Geographic Diversification: Uniti's geographic diversification is solid, given Windstream's geographically diverse operations and the expanded footprint provided by recent acquisitions. DERIVATION SUMMARY As the only fiber-based telecommunications REIT, Uniti has no direct peers. Uniti is a telecom REIT that was formed through the spin-off of a significant portion of Windstream Services, LLC's fiber optic and copper assets. Windstream retained the electronics necessary to continue as a telecommunications services provider. Fitch believes Uniti's operations a geographically diverse, spread across more than 30 states, and in the assets under the master lease with Windstream, have adequate scale. Other close comparable telecommunications REITs are tower companies including American Tower (BBB/Stable Outlook), Crown Castle (BBB-/Stable Outlook) and SBA Communications ('not rated'). The tower companies lease space on towers and ground space to wireless carriers, and are a key part of the wireless industry infrastructure. However, the primary difference is that the tower companies operate on a shared infrastructure basis (multiple tenants) whereas Windstream has a master lease and exclusive access to the fiber/copper facilities sold to Uniti. Uniti's leverage is higher than American Tower or Crown Castle, but lower than SBA. In the Uniti Fiber segment, the most direct comparable company would be Zayo Group Holdings (not rated), a company that operates with moderately lower leverage than Uniti. While expanding primarily through acquisitions, Uniti Fiber has relatively small scale. The business models of Uniti Fiber and Zayo are unlike the wireline business of communications services providers such as AT&T (A-/Negative Watch), Verizon ('A-/Stable') or CenturyLink (BB/Stable). Uniti Fiber and Zayo are providers of infrastructure, which may be used by communications service providers to provide retail services (wireless, voice, data, and internet). Increasingly, Crown Castle is becoming a larger participant in the fiber infrastructure business through a series of acquisitions. The large communications services providers do self-provision, and may use a fiber infrastructure provider to augment their networks. Communications services providers may sell dark fiber and connectivity services on a wholesale basis but Fitch believes they have more of a focus on selling retail services to consumers and businesses, as well as solutions to business customers. Uniti's fiber acquisitions since the spin-off are a key credit consideration as they have reduced the concentration of revenues and EBITDA from the Windstream master lease. While Windstream's EBITDAR coverage of the master lease payment remains strong, in a stress situation where the potential exists for a renegotiation and reduction in terms, the other sources of EBITDA provide protection to Uniti. Customers in this fiber business include wireless carrier, enterprises, and governments. Fitch believes aspects of Uniti's credit profile are similar to cases in the gaming industry where there are single tenant or concentrated leases between operating companies (OpCos) and their respective REITs (PropCos). Both Uniti and gaming REITs benefit from triple net leases. Fitch believes that the PropCos are better positioned as rents may continue uninterrupted through the tenant's bankruptcy, because such rents are an operating expense, and unlikely to be rejected to the master lease structure. KEY ASSUMPTIONS Fitch's key assumptions within its rating case for the issuer include: -- Fitch expects Uniti's revenue to grow approximately 18% to 19% in 2017 owing to acquisitions in 2016 and the 2017 Hunt and Southern Light acquisitions that closed in 3Q17. -- Fitch expects margins to decline in 2017 due to acquisitions of operating businesses and the low initial margins in the tower business (these margins improve as tenants are added). Nevertheless the EBITDA margin is expected to be in the low 80% range throughout the forecast. -- Fitch has assumed Uniti will continue to be acquisitive and that it will fund transactions with a mix of debt and equity that can maintain relatively stable credit metrics, though no large acquisitions have been built into the forecast. -- Uniti will target long-term net leverage in the mid-5x range; Fitch expects gross leverage to be in the high-5x range. -- Fitch expects capital spending in the $145 million to $160 million range in line with company guidance on spending for Uniti Fiber and Uniti Towers, and a nominal amount of spending in the consumer CLEC business and other areas. RATING SENSITIVITIES Future Developments That May, Individually or Collectively, Lead to Positive Rating Action - An upgrade could be considered if 25%-30% of its revenue and EBITDA is derived from tenants or operations other than Windstream and Uniti maintains gross debt leverage in the 5.5x range. Future Developments That May, Individually or Collectively, Lead to Negative Rating Action - A negative rating action could occur if gross debt leverage is expected to be sustained at higher than 6x. - In addition, if Windstream's rent coverage ((EBITDAR- capex)/rents) approaches 1.2x, a negative rating action could occur but Fitch will also take into account Uniti's level of revenue and EBITDA diversification at that time. LIQUIDITY Solid Liquidity: Uniti's revolving credit facility (RCF, due 2020), which had $590 million available on Sept. 30, 2017, provides sufficient backstop for liquidity needs. In April 2017, Uniti increased the RCF to $750 million. Fitch expects Uniti will restore revolver availability following transactions by terming out borrowings over time by more permanent means of equity and debt funding. The company had $50 million in cash at June 30, 2017. Working capital needs are minimal, as Uniti had approximately $85 million in annual operating expenses and very little capital spending -- approximately $35 million -- in 2016. Such amounts could increase as Uniti acquires operating companies with higher operating expenses than the REIT and capex requirements, but working capital needs are expected to remain relatively low. The primary uses of liquidity will be to support the timing of the receipt of cash and the REIT-required level of distributions. Covenants: The principal financial covenants in the company's credit agreement require Uniti to maintain a consolidated secured leverage ratio of 5.0x. The company can also obtain incremental term loan borrowings or increased commitments in an unlimited amount as long as on a pro forma basis the consolidated secured leverage ratio does not exceed 4x. Maturities: Uniti's maturity profile is solid as, other than the RCF, which matures in 2020, there are no major maturities until 2022 when the $2.1 billion term loan matures. Capital Market Activities: To fund its acquisition activities, in addition to debt Uniti has used equity to maintain a relatively balanced capital structure. In April 2017, the company raised approximately $518 million in net proceeds from a common stock issuance. The proceeds were used to fund a portion of the cash consideration of the Southern Light and Hunt acquisitions. In May 2017, an umbrella partnership REIT (UPREIT) structure was implemented, which will enable the company to acquire properties through the issuance of limited partnership interests in its operating partnership in an efficient manner. The acquisitions of Southern Light and Hunt, which closed on July 3, 2017, were partly funded by the issuance of operating partnership units. Uniti has an at-the-market common stock offering program that allows for the issuance of up to $250 million of common equity to keep the capital structure in balance when funding capex in the tower or fiber operating businesses as well as to finance small transactions. FULL LIST OF RATING ACTIONS Fitch affirms the following ratings: Uniti Group Inc. -- Long-Term IDR at 'BB-'. Uniti Group L.P.: -- Senior secured revolving credit facility due 2020 at 'BB+/RR1'; -- Senior secured term loan credit facility due 2022 at 'BB+/RR1'; -- Senior secured notes at 'BB+/RR1'; -- Senior unsecured notes at 'BB-/RR4' The Rating Outlook is Stable. UNIVERSAL SOLAR: Signs LOI to Partner with KC Contractors --------------------------------------------------------- Universal Solar Technology, Inc. issued a letter of intent to establish a partnership with KC Contractors for multiple projects, the first of which is the development of a proprietary design of Tiny Houses, according to a Form 8-K report filed with the Securities and Exchange Commission. KC Contractors is a Houston based contractor with large scale project development consisting of both commercial and residential projects. With the intent to utilize unique design approaches to incorporate style, energy efficiency and efficient accommodations, the partnership will capitalize on the core strengths of both organizations to take advantage of the ever-diversifying demands of the housing market. About Universal Solar Headquartered in Zhuhai City, Guangdong Province, in the People's Republic of China, Universal Solar Technology, Inc., was incorporated in the State of Nevada on July 24, 2007. It operates through its wholly owned subsidiary, Kuong U Science & Technology (Group) Ltd., a company incorporated in Macau, the People's Republic of China on May 10, 2007, and its subsidiary, Nanyang Universal Solar Technology Co., Ltd., a wholly foreign owned enterprise registered on Sept. 8, 2008 under the wholly foreign-owned enterprises laws of the PRC. The Company primarily manufactures, markets and sells silicon wafers to manufacturers of solar cells. In addition, the Company manufactures photovoltaic modules with solar cells purchased from third parties. Universal Solar reported a net loss of $1.28 million in 2013 following a net loss of $5.66 million in 2012. Paritz & Company, P.A., in Hackensack, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company had not generated cash from its operation, had a stockholders' deficiency of $ 10,663,106 and had incurred net loss of $11,175,906 since inception. These circumstances, among others, raise substantial doubt about the Company's ability to continue as a going concern. VARSITY BRANDS: Moody's Affirms B2 CFR & Rates $1.125BB Loan B1 --------------------------------------------------------------- Moody's Investors Service affirmed the Corporate Family Rating (CFR) and Probability of Default Rating (PDR) of Varsity Brands Holding Co., Inc. at B2 and B2-PD, respectively. At the same time, Moody's assigned a B1 rating to the company's proposed $1.125 billion principal first lien senior secured term loan due 2024. Moody's plans to withdraw the rating on the company's existing $1.02 billion first lien senior secured term loan due 2021 at the close of the recapitalization transaction. The rating outlook is stable. Proceeds from the proposed $1.125 billion term loan, a privately placed $500 million second lien term loan, and roughly $65 million of Varsity Brands' balance sheet cash will be used to repay existing first and second lien debt in an aggregate amount of approximately $1.36 billion, pay a dividend of roughly $300 million to the company's shareholders, the largest being Charlesbank Capital Partners, and fund estimated fees and expenses of approximately $25 million. Pro-forma for the proposed transaction, the company's debt-to-EBITDA and EBITA-to-interest for the twelve month period ended September 30, 2017 were approximately 6.8 times and 1.9 times, respectively (all ratios are Moody's adjusted unless otherwise stated). Moody's expects the company's leverage will improve to the 6 -- 6.5 times range over the next 12-18 months. "The affirmation of Varsity Brands' fundamental ratings incorporates Moody's expectation that, consistent with its recent track record, the company will materially deleverage from currently high levels, which have resulted in-part from a large debt-financed dividend to shareholders," said Moody's Vice President Brian Silver. "Deleveraging will primarily be driven by earnings growth and to a lesser extent debt repayment using free cash flow." Moody's expects the company will continue to generate solid free cash flow stemming from its relatively high EBITDA-to-cash conversion rate, which is largely a function of relatively low capital expenditure requirements, while continuing to benefit from the diversified product offerings of its three operating segments. Moody's also expects that the owners will refrain from taking further dividends until leverage is significantly reduced. The following ratings have been affirmed at Varsity Brands Holding Co., Inc.: Corporate Family Rating at B2; Probability of Default Rating at B2-PD The following ratings have been assigned at Varsity Brands Holding Co., Inc. (with Hercules Achievement, Inc., as a joint and several co-borrower): $1,125 million principal senior secured first lien term loan due 2024 to B1 (LGD3) The following ratings will be withdrawn at Varsity Brands Holding Co., Inc. (with Hercules Achievement, Inc., as a joint and several co-borrower) at the close of this transaction: $1,020 million first lien senior secured term loan facility due 2021 rated B1 (LGD3) The rating outlook is stable. RATINGS RATIONALE Varsity Brands Holding Co., Inc.'s ("Varsity") B2 Corporate Family Rating (CFR) reflects the company's high financial leverage and relatively aggressive financial policies associated with its private equity ownership. The company's top-line is expected to grow in the low single-digits organically over the next year while operating margins will remain moderate in the mid to high single-digits, subject to a high degree of seasonality that is evident on a quarterly basis. Debt-funded acquisitions will likely continue to be used to supplement growth over time. Moody's expects the company to de-leverage from roughly 6.8 times debt-to-EBITDA for the twelve months ended September 30, 2017, pro forma for the proposed capital structure, to the 6.0 - 6.5 times range over the next 12 to 18 months. This will be primarily from earnings growth and to a lesser extent debt repayment (all financials are Moody's adjusted unless otherwise stated). Varsity benefits from its good size, solid position within its niche markets, and operational diversification provided by its three business segments, where the diversified nature of the product portfolio helps to limit volatility in financial performance. Growth will be driven by both the BSN segment, consisting of team sports apparel and equipment, and the Varsity Spirit segment, which includes cheerleading dance uniforms and camps. The Herff Jones segment operates in mature markets and has recently experienced declining growth rates, but it generates high margins and healthy cash flow. Moody's anticipates that Herff Jones' legacy yearbook and achievement segments will continue to face top-line challenges stemming from the slow erosion of demand for consumer affinity products over time, but cost saving initiatives will help support Herff Jones' margins in the near-term. Varsity will continue to generate solid free cash flow annually, the bulk of which will typically be generated in its fourth quarter. The stable rating outlook reflects Moody's expectation that the company's top-line growth, achieved organically and via tuck-in acquisitions, together with cost savings initiatives will result in EBITDA growth and solid free cash flow generation that enables the company to de-leverage from what Moody's view as high levels for the B2 rating category. The outlook also incorporates Moody's expectation that Varsity will maintain a good liquidity profile and a disciplined approach to acquisitions. The ratings could be upgraded if Moody's adjusted debt-to-EBITDA improves such that it is sustained below 5.0 times. Also, the company would be expected to maintain a conservative approach to acquisitions, solid operating momentum and a good liquidity profile. Alternatively, the ratings could be downgraded if Moody's adjusted debt-to-EBITDA increases above 7.0 times or if free cash flow or liquidity materially weaken. More aggressive financial policies such as additional shareholder dividends could also lead to a downgrade. The principal methodology used in these ratings was Consumer Durables published in April 2017. Varsity Brands Holding Co., Inc., through its affiliates, is a provider of sports, cheerleading and achievement related products to schools, colleges and youth organizations in the US. The company operates through its three complementary businesses: BSN Sports, providing sports apparel and equipment to schools and consumers; Herff Jones, supplying graduation-related items and recognition rewards through its Yearbook and Achievement divisions; and Varsity Spirit, offering cheerleading uniforms and apparel and hosting cheerleading camps and competitions. In December 2014 the company was acquired in an LBO transaction by Charlesbank Capital Partners and Partners Group for approximately $1.5 billion. The company generated approximately $1.7 billion of revenue over the twelve months ended September 30, 2017. VARSITY BRANDS: S&P Affirms 'B' CCR & Alters Outlook to Negative ---------------------------------------------------------------- S&P Global Ratings affirmed its 'B' corporate credit rating on Dallas, TX-based Varsity Brands Holding Co. Inc. and revised the outlook to negative from stable. S&P said, "We also assigned our 'B' issue-level rating to the company's proposed $1.125 billion first-lien term loan due 2024. The recovery rating is '3', reflecting our expectation for meaningful (50%-70%, rounded estimate 60%) recovery in the event of a payment default. Varsity Brands Holding Co. Inc. and Hercules Achievement Inc. (collectively, Varsity Brands) are co-borrowers under the senior secured term loan. "Our ratings assume the transaction closes on substantially the terms presented to us. We estimate pro forma funded debt outstanding is about $1.625 billion. "We expect to withdraw our issue-level ratings on the existing asset-backed lending (ABL) credit facility, first-lien term loan, and second-lien term loan once the transaction closes and the credit facilities have been repaid. "The negative outlook reflects the deterioration of Varsity Brands' credit metrics due to the proposed dividend recapitalization and the potential risk the company will be unable to improve leverage in line with our forecast. Pro forma for the transaction, adjusted debt to EBITDA will increase to above 8x from the high-6x area as of Sept. 30. We believe the company will lower debt to EBITDA to the low-7x area by the end of 2018 mainly through EBITDA growth via organic expansion and tuck-in acquisitions. But we could still lower the ratings if the company cannot de-lever below 8x over the next few quarters with a clear path to below 7.5x by the end of 2018. That could occur if sales and profits drop, potentially due to a faster-than-expected decline in the achievement segment or cuts to school funding for non-education-related activities. The negative outlook reflects the credit ratio deterioration following the proposed dividend recapitalization and the potential risk the company will be unable to reduce leverage in line with our forecast if there's any operating difficulties. "We could lower the rating in the next 12 months if it becomes clear the company cannot successfully de-lever below 8x over the next few quarters with a clear path to below 7.5x by the end of 2018. This could occur if a such that there is a faster-than-expected decline in the achievement segment or school funding for non-education-related activities declines, leading to deterioration in operating performance and a material decline in EBITDA and free cash flow generation. We could also lower the rating if there is a material increase in input costs, which the company is unable to pass through to customers, which hurts profitability. "We could revise the outlook to stable if the company successfully lowers and sustains leverage below 7.5x while maintaining free cash flow around $90 million to $100 million. We estimate that pro forma EBITDA would need to improve more than 10% or pro forma debt would need to be reduced by $150 million for the company to achieve debt to EBITDA around the 7.5x area." VELLANO CORP: Court Denies Unsecured Assets Sale Without Prejudice ------------------------------------------------------------------ Judge Robert E. Littlefield, Jr. of the U.S. Bankruptcy Court for the Northern District of New York denied without prejudice The Vellano Corp.'s request to sell all unsecured assets to FW Webb Co. for $900,000 amid objections from various parties. The Court found that the Debtor failed to meet its burden of proof on the Motion. The parties that filed objections and responses to the Motion were Groundwater Rescue, Inc., Ally Bank, United States Trustee, M&T Bank, National Pipe & Plastics, Inc. and the Official Committee of Unsecured Creditors. About The Vellano The Vellano Corporation -- http://www.vellano.com/-- is a veteran-owned business in the water and waste industry. It provides water services, sewer services and industrial supplies. The Debtor has 14 branch locations in six states: New York, Massachusetts, New Hampshire, Rhode Island, Alabama and Georgia. It employs more than 100 people. The Vellano Corporation sought Chapter 11 protection (Bankr. N.D.N.Y. Case No. 17-11348) on July 21, 2017, disclosing total assets at $5.81 million and total liabilities at $15.65 million. The petition was signed by Paul Vellano, as authorized representative. VERNON PARK CHURCH: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: Vernon Park Church of God 1975 E. Joe Orr Road Lynwood, IL 60411-8504 Business Description: Based in Lynwood, Illinois, Vernon Park Church of God is a religious organization. The Church's Sunday service is at 10:00 a.m. Children's Church is held during Sunday service. Visit http://www.vpcog.orgfor more information. Chapter 11 Petition Date: November 28, 2017 Case No.: 17-35316 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: Hon. Donald R Cassling Debtor's Counsel: Karen J Porter, Esq. PORTER LAW NETWORK 230 West Monroe, Suite 240 Chicago, IL 60606 Tel: 312-372-4400 Fax: 312-372-4160 Email: porterlawnetwork@gmail.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Jerald January Sr., pastor. The Debtor failed to include a list of the names and addresses 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/ilnb17-35316.pdf WILLIAM LYON: Moody's Hikes CFR to B2; Outlook Stable ----------------------------------------------------- Moody's Investors Service upgraded the rating of William Lyon Homes, Inc.'s Corporate Family Rating to B2 from B3 and Probability of Default Rating to B2-PD from B3-PD. The ratings on the company's senior unsecured notes were upgraded to B2 from B3. The SGL-3 rating was upgraded to SGL-2, and the outlook is stable. The upgrade reflects Lyon's strong revenue and earnings momentum, reduced debt/cap to below 60%, respectable market share positions, strengthened EBIT interest coverage, increased size and scale, and successful integration of Polygon. The following ratings were impacted: Corporate Family Rating, upgraded to B2 from B3 Probability of Default Rating, upgraded to B2-PD from B3-PD Ratings on three issues of senior unsecured notes maturing in 2019, 2022, and 2025, upgraded to B2 (LGD4) from B3 (LGD4) Speculative Grade Liquidity Rating, upgraded to SGL-2 from SGL-3 Outlook, Stable RATINGS RATIONALE Lyon's B2 Corporate Family Rating reflects the company's relatively strong credit metrics for a B2 homebuilder, including adjusted debt leverage of 57% and interest coverage of 2.5x, both as of September 30, 2017, which Moody's expects to improve further during the rest of 2017 and in 2018. In addition, the company has made great strides in increasing its size and scale since Moody's first rated the company in 2012. Moreover, the company is showing strong order growth which portends healthy revenue and earnings performance into 2018. The company has adequate liquidity, with $95 million of availability under its unrated $145 million revolving credit facility that matures in July 2019. In addition, a Moody's projected positive cash flow generation in 2017, substantial covenant headroom, and a largely unencumbered asset base add to Lyon's liquidity strength. The stable outlook reflects Moody's expectation that both debt leverage and interest coverage will continue to strengthen and gross margins will stop deteriorating. Moody's would consider an additional upgrade if Lyon strengthens its liquidity, attains debt leverage (total adjusted homebuilding debt to book capitalization) below 55%, and EBIT interest coverage trends towards 3.0x. Factors that could lead to a downgrade include the company's attaining adjusted debt leverage above 65%, EBIT interest coverage below 1.0x, and deteriorating liquidity. Included in Lyon's debt stack as of September 30, 2017 was approximately $106 million of consolidated joint venture notes payable, which are comprised of secured construction notes payable both at Lyon and at the joint ventures that Lyon is required to consolidate onto its balance sheet. These note holders are secured by a discrete group of real estate assets and do not have any secured rights to Lyon's general real estate or asset base. The principal methodology used in these ratings was Homebuilding And Property Development Industry published in April 2015. Established in 1956 and headquartered in Newport Beach, CA, William Lyon Homes, Inc. designs, builds, and sells single-family attached and detached homes in California, Arizona, Colorado, Nevada, Oregon, and Washington. Revenues and net income for the trailing 12-month period ended September 30, 2017 were $1.65 billion and $59 million, respectively. William Lyon Homes, also known in the public 10-K and 10-Q statements as "Delaware Lyon," is the parent company of William Lyon Homes, Inc., also known in the public 10-K and 10-Q statements as "California Lyon." It is the latter company that issues the company's senior unsecured notes, which are guaranteed by the parent company's principal operating subsidiaries. WILMA SENEVIRATNE: Sale of South Midvale Property for $1.6MM OKed ----------------------------------------------------------------- Judge Julia W. Brand of the U.S. Bankruptcy Court for the Central District of California authorized Wilma Seneviratne to sell the residential real property located at 1941 South Midvale Avenue, Los Angeles, California, APN 4323-005-016, to Ronald T. Anavim and Joliene H. Anavim for $1,584,500, free and clear of any claims. The Anavims will tender the balance of the purchase price of $1,502,199 to 7 Star Escrow, Inc. no later than 12:00 p.m. on Nov. 27, 2017, with escrow to close by Nov. 30, 2017. The Midvale Avenue Residence will be sold free and clear of the following interests, and any other interests that may be recorded against the Midvale Avenue Residence, with the interests to attach to the sale proceeds in their order of priority: a. First priority deed of trust lien in favor of Wells Fargo Bank, National Association of $544,722 as of the Petition Date; b. Second priority (disputed) deed of trust lien in favor of Behrouz Aframian, Firooz Payan's successor in interest, of $324,571 as of the Petition Date; and c. Third priority deed of trust lien in favor of Rusty Phanvong and Christine Verzosa of $35,000. The Debtor is authorized to pay the following from the sale proceeds and through escrow: a. the demand submitted to Escrow by the First Trust Deed Lienholder in an amount approved for payment by the Debtor in writing; b. the demand submitted to Escrow by the Second Trust Deed Lienholder in an amount approved for payment by the Debtor in writing; c. the demand submitted to Escrow by the Third Trust Deed Lienholder in an amount approved for payment by the Debtor in writing; d. the broker's commission of $71,303 (pursuant to the Residential Listing Agreement) with $35,651 to be paid to PLG Estates, the broker employed by Seneviratne, and with the Anavims receiving a credit toward the $1,584,500 purchase price in the amount of $35,651; and e. the costs of sale, including escrow fees and closing costs. Upon the close of escrow, the disbursement of the sale proceeds to the entities/individuals identified and the issuance of a final closing statement, the Escrow will remit the remaining balance of the purchase price to the Aver Firm to be deposited into a client trust account pending further order of the Court. Los Angeles, California-based Wilma Seneviratne sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 16-19487) on July 18, 2016. The Debtor filed pro se but later hired counsel: Raymond H. Aver, Esq. LAW OFFICES OF RAYMOND H. AVER 10801 National Boulevard, Suite 100 Los Angeles, CA 90064 Telephone: (310) 571-3511 E-mail: ray@averlaw.com WORDSWORTH ACADEMY: Unsecured Creditors to Get 10% Under the Plan ----------------------------------------------------------------- Wordsworth Academy, Wordsworth CUA 5, LLC, and Wordsworth CUA 10, LLC file with the U.S. Bankruptcy Court for the Eastern District of Pennsylvania a disclosure statement which sets forth certain information regarding the Debtors' Joint Chapter 11 Plan dated as of November 8, 2017. The Bankruptcy Court has scheduled a Confirmation Hearing for December 18, 2017 at 9:30 a.m. Any objections to confirmation of the Plan or proposed modifications to the Plan must be filed and served on or before December 12, 2017. Under the Plan, Class 5 general unsecured claims against the Debtors are impaired and entitled to receive 10% pro rata share of the distributable cash. Class 5A consists of general unsecured claims against Wordsworth Academy estimated at approximately $3,727,000. The City of Philadelphia is included in Class 5A, to the extent that the City's claim against Wordsworth Academy is not fully secured by a right of setoff to the extent available under applicable law. Class 5B consists of general unsecured claims against Wordsworth CUA 5, LLC with an estimate allowed claim of approximately $13,000. Class 5C consists of general unsecured claims against Wordsworth CUA 10, LLC with an estimated aggregate allowed claim of $600. The Debtors assign a value of $0.00 to any Class 5B Claim held by M&T Bank against Wordsworth CUA 5, LLC and/or Wordsworth CUA 10, LLC and take the position M&T Bank will not receive a distribution from the distributable cash. M&T Bank disputes and disagrees with this treatment and the Debtors' position concerning the use of Distributable Cash to pay M&T's unsecured claims. However, if the Bankruptcy Court determines that the Class 2 Claim and/or M&T Bank's Class 5B and/or Class 5C Claims must receive payment from Distributable Cash on account of any unsecured portion of such claim, the Debtors will amend the Plan to provide for a different treatment of Class 2 and/or Class 5 Claims. Any such amendment that results in $400,000 of Distributable Cash not being available for distribution to Holders of Class 5 Claims, other than M&T Bank, will be considered to be a material amendment requiring re-solicitation. The distributions provided for under the Plan will be made by the Debtors, on or after the Effective Date, from funds on hand that were (a) obtained from Public Health Management Corporation ("PHMC") in the form of Distributable Cash – in the amount of $400,000 to fund pro rata distributions in the aggregate to Allowed Class 5A, Allowed Class 5B and Allowed Class 5C Claims as provided in the Plan -- and pursuant to the Affiliation Agreement, (b) from the Siena DIP Facility and/or the Exit Financing provided through PHMC, and (c) future revenues of the Reorganized Debtors. A lender selected by PHMC will provide exit financing to satisfy and replace the Initial DIP Financing Facility and the Siena DIP Financing Facility as well as provide financing to replace the Siena DIP Financing Facility that will be used to fund ongoing operations. A full-text copy of the Disclosure Statement, dated November 8, 2017, is available for free at https://is.gd/qrg1mg About Wordsworth Academy Philadelphia, Pennsylvania-based Wordsworth Academy is a non-profit that provides education, behavioral health and child welfare services to children and youth who have emotional, behavioral and academic challenges. Wordsworth provides services through two Community Umbrella Agencies. CUA 5 provides services to children and families in the 35th and 39th Police Districts in Philadelphia, encompassing much of North Central Philadelphia. CUA 10 provides services to children and families in the 16th and 19th Police Districts in Philadelphia, encompassing much of West Philadelphia. Wordsworth Academy, along with Wordsworth CUA 5, LLC, and Wordsworth CUA 10, LLC, sought Chapter 11 protection (Bankr. E.D. Pa. Lead Case No. 17-14463) on June 30, 2017. Donald Stewart, the CFO, signed the petitions. Wordsworth Academy estimated assets and debt of $10 million to $50 million. Judge Ashely M. Chan presides over the cases. Dilworth Paxson LLP serves as counsel to the Debtors, with the engagement led by Lawrence G. McMichael, Esq., Peter C. Hughes, Esq., and Anne M. Aaronson, Esq. The Debtors hired Getzler Henrich & Associates LLC as financial advisor, and Donlin, Recano & Company, Inc., as claims and noticing agent. On July 14, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. YOUR NEIGHBORHOOD: Wants to Assume & Assign Subleases to Hoags -------------------------------------------------------------- Your Neighborhood Urgent Care, LLC asks the U.S. Bankruptcy Court for the Central District of California to authorize it to sell and contemporaneously assign its interest in unexpired leases for three urgent care facilities located at (i) 5630 Santa Ana Canyon Road, Anaheim, California, (ii) 5355 Warner Avenue, Suite 102, Huntington Beach, California, and (iii) 2560 Bryan Avenue, Tustin, California to Hoag Urgent Care-Anaheim Hills, Inc., Hoag Urgent Care-Huntington Harbour, Inc., and Hoag Urgent Care-Tustin, Inc.; or, in the alternative, to assume and assign unexpired leases to the Hoag Debtors. The Hoag Debtors own and operate five urgent care facilities located in Orange County, California, including the Properties. The Debtor is the former management company for the Hoag Debtors. In the process of establishing the Hoag Clinics, the Hoag Debtors and the Debtor, the former management company for the Hoag Debtors, entered into a series of agreements with Newport Newport Healthcare Center, LLC. The agreements include a structured leasing of the property by which Newport leased the Properties from the Landlords and, shortly thereafter, subleased the Properties to the Debtor. The Debtor is the management company of the Hoag Debtors and only holds bare legal title in the Subleases. The Hoag Debtors hold the beneficial interest in the Subleases. In general, the Subleases are comprised of three distinct agreements: namely, (i) a lease of the Properties to the Debtor for the term of the Master Leases; (ii) a financing agreement for the acquisition of certain medical and diagnostic equipment; and (iii) a license for the use of the trademark or trade name "Hoag Urgent Care." The Anaheim Sublease terminates by August 2021, the Huntington Sublease terminates on Oct. 31, 2021, and the Tustin Sublease terminates on April 30, 2021. Additionally, as assignees of the Debtor, the Subleases constitute unexpired leases of the Hoag Debtors. Simultaneously with the execution of the Subleases, the Debtor entered into Sub-subleases with the Hoag Debtors. It was the intention of the Debtor and the Hoag Debtors that the Sub-subleases effectuate an assignment of all rights of the Debtor under the Subleases to the Hoag Debtors. Under the Sub-subleases, the Debtor granted the Hoag Debtors the exclusive right to utilize the entirety of the Properties for the duration of the Subleases. The Debtor also granted the Hoag Debtors its rights with respect to the Equipment and Trademark under the Subleases. Newport consented to Debtor "subsubleasing" all rights conferred under the Subleases to the Hoag Debtors. Thereafter, the Hoag Debtors utilized the Assets in the operation of the Hoag Clinics in accordance with the terms of the Subleases. Prior to the appointment of the David Stapleton as Receiver, the Hoag Debtors made nearly all of the payments under the Subleases directly to Newport and, with rare exception, satisfied the obligations of the Debtor due under the Subleases. Based on the Hoag Debtors' books and records, they believe that they are current on all rental obligations related to the use and occupancy of the Properties following the Petition Date. Prior to the Hoag Debtors bankruptcy filing, the Receiver failed to make two monthly payments under the Subleases. Based on the base rent under the Subleases plus applicable late fees, the Hoag Debtors estimate that the Receiver failed to pay approximately $63,802 in rent for the use and occupancy of the Properties. Accordingly, prior to or through the Sale, the Hoag Debtors will cure the default in order to permit the assumption of the Subleases. The Debtor does not have the funds to cure the amounts outstanding on the Subleases and have never had the funds to pay the amounts due on the Subleases. The Hoag Debtors have been making the payments due under the Subleases. They do not have the funds necessary to cure any amounts outstanding on the Subleases. Prior to the commencement of their bankruptcy cases, and thereafter, the Hoag Debtors marketed their businesses and/or assets for sale in an effort to generate the maximum value for the benefit of their creditors. The Hoag Debtors entered into an asset sale agreement with a Proposed Purchaser. On Oct. 19, 2017, the Hoag Debtors filed their Bidding Procedure Motion which the Court approved on Oct. 25, 2017. As part of the proposed sale, the Hoag Debtors desire to sell and the Proposed Purchaser wants to acquire the Subleases and operations thereunder. As such, the Hoag Debtors intend to assume the Subleases and assign them to the Proposed Purchaser. Therefore, in order for this assumption by Hoag Debtors to take effect, the Debtor asks to sell and contemporaneously assign its bare legal title interest in the Subleases to the Hoag Debtors in order to facilitate the Sale. If the Court requires that the Debtor assumes its bare legal title interest in the Subleases and assigns it to the Hoag Debtors, then the Debtor asks this alternative relief. Any cure required to be paid for the assumption and assignment of the Subleases will be paid by the purchasers through the close of escrow on the Sale. Any cure amounts outstanding under the Subleases will be paid by the proposed purchasers through the close of escrow on the Sale. As the sale hearing is scheduled for Dec. 13, 2017 -- approximately two weeks after the scheduled hearing for the Hoag Motion -- the Hoag Debtors will be able to promptly cure any and all arrears under the Subleases pertaining to the lease of the Properties. The Hoag Debtors have filed their own motion asking entry of an order (i) finding that the Hoag Debtors are assignees of the Debtor under the terms of the Subleases; (ii) finding that the Subleases are divisible and, thus, that the portions thereof relating to the Properties is independently assumable; and (iii) finding adequate grounds to permit the Hoag Debtors to assume their respective rights under the Subleases. The Hoag Debtors' Motion is presently set for hearing on Nov. 29, 2017 at 10:00 a.m. before the Court. A copy of the Subleases attached to the Motion is available for free at: http://bankrupt.com/misc/Your_Neighborhood_16_Sales.pdf The Sublessor: NEW PORT HEALTHCARE CENTER, LLC 1 Hoag Drive Newport Beach, CA 92663 Attn: Director, Real Estate Hoag Debtors can be reached at: HOAG URGENT CARE-ANEHEIM HILLS, INC. Attn: Robert Amster, M.D. 18231 Irvine Blvd., Suite 204 Tustin, CA 92780 About Your Neighborhood Urgent Care, LLC Located at 18231 Irvine Blvd., Suite 204, Tustin, California, Your Neighborhood Urgent Care, LLC is a privately held Tustin, California operating under the health care industry. Your Neighborhood Urgent Care, LLC sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 17-14545) on Nov. 17, 2017. The case is assigned to Judge Scott C Clarkson. Pending bankruptcy cases filed by its affiliates: Petition Case Debtor Date Number ------ -------- -------- Cypress Urgent Care, Inc. 8/02/17 17-13089 Hoag Urgent Care - Anaheim Hills, Inc. 8/02/17 17-13080 Hoag Urgent Care - 8/02/17 17-13078 Huntington Harbour, Inc. Hoag Urgent Care - Orange, Inc. 8/02/17 17-13079 Hoag Urgent Care - Tustin, Inc. 8/02/17 17-13077 Laguna Dana Urgent Care Inc. 8/02/17 17-13090 The Debtor tapped Jeffrey I. Golden, Esq., at Lobel Weiland Golden Friedman LLP as counsel. The Debtor estimated assets in range of $50,000 to $100,000 and $1 million to $10 million in debt. The petition was signed by Dr. Robert C. Amster, president. YUCCA LAND: Unsecured Creditors Get Paid in Full Under the Plan --------------------------------------------------------------- Yucca Land Company, LLC, files with the U.S. Bankruptcy Court for the District of Nevada a Disclosure Statement in connection with its Plan of Reorganization dated October 25, 2017. The Debtor's liabilities are comprised of the following: (a) a debt to Sun Pacific Marketing Cooperative, Inc. in the amount of $8,276,546.02 as of July 5, 2017, secured by a lien on the Properties; (b) a debt to Ron Krater Studio in the amount of approximately $24,700, for land design and planning services rendered, secured by a lien on the Properties; (c) a debt to the Mohave County Taxing Authority, for unpaid real property taxes in the amount of approximately $45,000, secured by a lien on the Properties; (d) an unsecured debt in the amount of approximately $257,667 to National EWP, Inc., pursuant to that certain "Settlement and Release Agreement," dated October 5, 2016; and (e) an unsecured debt in the amount of approximately $550.00 to Gillette Law PLLC, for legal services rendered. The Class 2 allowed Sun Pacific secured claim is impaired and the holder of the allowed Sun Pacific secured claim is entitled to vote to accept or reject the Plan. Pursuant to the Settlement Agreement and in accordance with the terms of the Credit Bid Purchase Agreement, both of which are included in the Plan Supplement, Sun Pacific will purchase the Properties at the Confirmation Hearing by credit bidding up to the full amount of the Sun Pacific Secured Claim. The sale will be free and clear of all liens, claims, equity interests, and other encumbrances, except the Permitted Encumbrances, as defined in the Settlement Agreement. Each holder of an allowed general unsecured claim under Class 5 will, in full satisfaction, settlement, release and exchange for such allowed general unsecured claim, receive cash in the allowed amount of such allowed general unsecured claim on the Effective Date. Class 5 allowed general unsecured claims are not impaired and the holders of Class 5 general unsecured claims are not entitled to vote to accept or reject the Plan. The Plan provides for the Debtor's existing Old Equity Interests to be cancelled and 100% of the new membership interests in the Reorganized Debtor to be issued to the New Equity Investor in exchange for providing the New Capital Contribution of up to $500,000, which will be used to make payments under the Plan. A full-text copy of the Disclosure Statement is available for free at https://is.gd/VYBdU4 About Yucca Land Company, LLC Yucca Land Company, LLC owns multiple parcels of vacant land located in Mohave, Arizona. The company is affiliated with debtors Avery Land Group, LLC (Bankr. D. Nev. Case No. 16-14995) and Mohave Agrarian Group, LLC (Bankr. D. Nev. Case No. 16-10025). Yucca Land Company, LLC filed a Chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 17-16042) on November 9, 2017. The petition was signed by James M. Rhodes, manager. The Debtor is represented by Brett A. Axelrod, Esq. at Fox Rothschild LLP. At the time of filing, the Debtor had $10 million to $50 million in estimated assets and $1 million to $10 million in estimated liabilities. The Hon. Laurel E. Davis presides over the case. ********* 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. 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Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2017. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000 or Nina Novak at 202-362-8552. *** End of Transmission ***