/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/171208.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, December 8, 2017, Vol. 21, No. 341 Headlines 201 LUIZ MARIN: Taps David F. O'Brien as Accountant 2954 DANIEL STREET: Taps Garvey Cushner as Legal Counsel 3 G FOODS: Taps Eric A. Liepins as Legal Counsel 417 LACKAWANNA: Hires Doran & Doran as Counsel 470 W 42 STREET: Taps Kang Youl Lee as Accountant 5 STAR INVESTMENT: Trustee's Sale of Elkhart Property for $20K OK'd 8590 SUNSET: Taps Michael Jay Berger as Legal Counsel ACADIANA MANAGEMENT: IUH Objects to Proposed Plan and Disclosures ACADIANA MANAGEMENT: Plan is Fatally Flawed, CHCT Complains ACE CASH: S&P Upgrades CCR to 'B-' on Debt Refinancing ADVANCED IRONWORKS: Full Payment for Unsecureds Over 60 Months AEROGROUP INT'L: Committee Blocks Approval of Disclosure Statement AEROGROUP INT'L: Landlords Seeks Rejection of Disclosure Statement AEROGROUP INT'L: U.S. Trustee Seeks Modification of Plan Outline ALABAMA PARTNERS: Feb. 20 Auction of Maryland Stores Assets Set ALCOA CORP: S&P Raises CCR to 'BB' on Stronger Credit Measures ANDREW S. BREIMAN: Feb. 2 Hearing on Necessity of PCO Appointment APOLLO COMPANIES: Unsecured Creditors to Get 1% Under Amended Plan ARAMARK SERVICES: Term Loan Upsize No Impact on Moody's Ba2 CFR ATHENS INTERESTS: Wright Opposes OK of Disclosure Statement ATRIUM INNOVATIONS: Moody's Puts B2 CFR on Review for Upgrade BAC AAH: Moody's Hikes Pref. Stock Non-Cumulative Rating to Ba1 BANDWIDTH TECHNOLOGY: Proceeds from License Agreement to Fund Plan BARBARA MAGNUSSON: Trustee's $3M Spring Lake Property Sale Okayed BAY CIRCLE: NRCT's Sale of Gwinnett Property for $2M Approved BILL BARRETT: Inks Merger Agreement with Fifth Creek Energy BILL BARRETT: S&P Puts 'B-' CCR on CreditWatch Positive BLOOMIN' BRANDS: Moody's Assigns Ba2 Corporate Family Rating BUCHANAN TRAIL: Taps Robinson Brog as Legal Counsel CADILLAC NURSING: PCO Files 1st Post-Confirmation Report CALPINE CORP: Moody's Rates $560MM Sr. Secured Bonds 'Ba2' CALVARY COMMUNITY: Files Chapter 11 Reorganization Plan CASCADE ACCEPTANCE: Trustee Taps Kornfield Nyberg as Legal Counsel CHRISTIAN CARE: Fitch Cuts 2016/2014 Revenue Bonds Rating to BB+ CLEVELAND-CLIFFS INC: S&P Affirms 'B' CCR on Debt Issuance CORRECT CLAIM: Case Summary & 20 Largest Unsecured Creditors CTI BIOPHARMA: Files 2nd Amendment to $200M Securities Prospectus CTI BIOPHARMA: Will Sublease Company Office Space to Cascadian DELCATH SYSTEMS: Has 32.35 Million Outstanding Common Shares DENVER SELECT: Taps EasonLaw as Litigation Counsel DOLPHIN ENTERTAINMENT: Amends $6 Million Units Prospectus EAVES INC: Hires W. Thomas Bible Law Firm as Counsel FERRARA CANDY: S&P Affirms Then Withdraws B- CCR on Ferrero Deal FIRST MIDWEST: Fitch Plans to Withdraw 'BB+' Sub. Debt Rating FLAMINGO FUNDING: Case Summary & 2 Largest Unsecured Creditors FLAVORS HOLDINGS: Moody's Lowers CFR to Caa2; Outlook Negative GNC HOLDINGS: S&P Lowers CCR to CCC+, On CreditWatch Negative GREENSTAR HOSPITALITY: Plan to be Funded by Business Income HAPPY HOOKER: $30K Cash Payment from HH Towing to Fund Plan HAWKERS REALTY: Final Cash Collateral Order Entered HOOVER GROUP: S&P Lowers CCR to 'B-' on Weak Operating Performance HUMBERTO VELA: PCO Files 3rd Report for Laredo Facility IMPACTING A GENERATION: Unsecureds to Get $500 Per Month Under Plan ITRON INC: S&P Assigns 'BB' Corp Credit Rating, Outlook Stable JOHN BATISTA: Sale of Punta Gorda Condo Unit 507 for $570K Granted KEVIN WRIGHT: $85K Sale of Philadelphia Property Approved KINDER MORGAN: S&P Rates Series 3 Preferred Shares 'BB+' L & E RANCH: Kessner's Steven Guttman to be Paid $390 Per Hour LA CONTESSA: Taps Becker & Poliakoff as Legal Counsel LAREDO PETROLEUM: Moody's Hikes CFR to B1; Outlook Positive LDJ ENTERPRISE: Allowed to Use Cash Collateral on Interim Basis LEXINGTON HOSPITALITY: Committee Taps Bunch & Brock as Counsel LTD MANAGEMENT: U.S. Trustee Objects to Adequacy of Plan Outline LVBK LLC: Sale of Las Vegas Property to Starr for $225K Denied M & G USA: Taps Rothschild as Financial Advisor, Investment Banker MARKS FAMILY: Taps Hietpas Group as Accountant MB AEROSPACE: S&P Assigns Preliminary 'B' Corp. Credit Rating MCCLATCHY CO: Vijay Ravindran Named to Board Of Directors MEDONE HEALTHCARE: Case Summary & 20 Largest Unsecured Creditors MERCER INT'L: Moody's Rates New $300MM Sr. Unsecured Notes B1 MERCER INT'L: S&P Rates New US$300MM Sr. Unsecured Notes BB- NAVITAS MIDSTREAM: S&P Assigns 'B' CCR, Outlook Stable NORTHSTAR OFFSHORE: Still Settling Former Investment Banker Claims ON FIRE FAMILY: Taps Ferikes & Bleynat as Legal Counsel OWENS-ILLINOIS INC: S&P Affirms 'BB' CCR & Alters Outlook to Stable OXBOW CARBON: S&P Affirms 'B+' CCR, Alters Outlook to Positive PAL HEALTH: Taps Rafool Bourne as Legal Counsel PARETEUM CORP: Closes Public Offerings of Common Stock & Warrants PETER SZANTO: 9th Cir. Affirms Dismissal of Ch. 11 Bankruptcy Case PETROLIA ENERGY: Will Acquire Bow Energy in All-Stock Transaction PFS HOLDING: S&P Lowers CCR to 'CCC+', Outlook Negative PINPOINT WAREHOUSING: Hires GreerWalker as Financial Advisor PJ REAL ESTATE: Christ Apostolic Buying Bowie Property for $400K PRECISION CASTING: Taps Arrow Partnership as Accountant PREFERRED CARE: Taps Dykema Cox as Legal Counsel PREMIER PCS: Case Summary & 11 Largest Unsecured Creditors PROTEA BIOSCIENCES: Taps Buchanan Ingersoll as Legal Counsel PVH CORP: Moody's Rates New EUR500MM Sr. Unsecured Notes Ba2 PVH CORP: S&P Assigns BB+ Rating on New EUR500MM Unsec. Notes QORVO INC: S&P Rates $400MM Delayed Draw Term Loan 'BB+' QUALITY CLEANERS: Taps Wadsworth Warner as Legal Counsel REGAL ENTERTAINMENT: S&P Puts Group Ratings on Watch Negative ROBERT DONEHEW: Sale of Golf Cart EZGO to McLonglin for $2K Okayed RSI HOME: S&P Puts 'BB-' CCR on CreditWatch Developing SAILING EMPORIUM: Brawner Entitled to Parcel 13 Riparian Rights SALMON FALLS: Plan to be Funded from Proceeds of Asset Sale SAMUEL EVANS WYLY: Sale of 2007 Subaru Forester for $7K Approved SEDGWICK INC: S&P Puts 'B' ICR on Watch Neg Amid Cunningham Deal SERVICE CORP: S&P Assigns 'BB+' Rating on New $1.675BB Loans SHERIDAN FUND I: S&P Affirms 'CCC+' Issuer Credit Ratings SMART & FINAL: Moody's Lowers Corporate Family Rating to B3 SPRINGLEAF FINANCE: Fitch to Rate $500MM Unsec. Notes 'B/RR4' T-MOBILE USA: Share Repurchase No Impact on Moody's Ba2 CFR TELESCAN INC: Taps Charles Parks Pope as Legal Counsel TELEXFREE LLC: Trustee's Sale of West Palm Beach Property Approved TLA TANNING: Sale of Buford Business Assets to Jones for $15K OK'd TRACY JOHN CLEMENT: Trustee's Auction of Real Property Approved TRAVIS RAGSDALE: $1.2M Sale of Dallas Property to H-Damani Okayed TS WAXAHACHIE: Wants Court to Conditionally Approve Disclosures VANGUARD HEALTH: Settles Amerifactors' Secured Claim VELOCITY HOLDINGS: Stock Transfer Protocol Has Interim Approval VISTA OUTDOOR: Moody's Lowers CFR to B1, Outlook Negative VOLUME DRIVE: Seeks Court Approval to Use Cash Collateral WALTER INVESTMENT: Seeks $1.9B Warehouse Financing for Affiliates WALTER INVESTMENT: Taps Prime Clerk as Administrative Advisor WALTER INVESTMENT: Taps Weil Gotshal as Legal Counsel WK MANAGEMENT: Hires Colliers International as Real Estate Broker WOODBRIDGE GROUP: Proposes $100M of Financing From Hankey WOODBRIDGE GROUP: To Seek Plan Approval Before End of 2018 WRIGHT'S WELL: Oceaneering Wants Court to Junk Amended Disclosures ZENITH ENERGY: S&P Assigns 'B+' Corp Credit Rating, Outlook Stable [^] BOOK REVIEW: Competitive Strategy for Healthcare Organizations ********* 201 LUIZ MARIN: Taps David F. O'Brien as Accountant --------------------------------------------------- 201 Luiz Marin Realty, LLC, have filed applications seeking approval from the U.S. Bankruptcy Court for the District of New Jersey to hire David F. O'Brien & Co. as accountant. The Debtor requires accounting services in connection with the companies financial affairs and with reparation of the Chapter 11 Monthly Operating Reports. The professional services to be rendered are: a. analyze financial records of the Debtor; b. prepare tax returns and financial statements; c. evaluate the Debtors financial condition; and d. prepare monthly operating reports as evaluate the Debtors financial condition, and prepare monthly operating reports as required by the Bankruptcy proceeding. David F. O'Brien, CPA attests that he and his firm do not hold an adverse interest to the estate; do not represent an adverse interest to the estate; are disinterested persons under 11 U.S.C. Sec. 101(14); and do not represent or hold any interest adverse to the debtor or the estate with respect to the matter for which he/she will be retained under 11 U.S.C. Sec. 327(e). The Accountant can be reached through: David F. O'Brien, CPA David F. O'Brien & Co. 785 Totowa Road, 2nd Floor Totowa, NJ 07512 Phone: 973-910-4250 About 201 Luiz Marin Realty LLC Based in Jersey City, New Jersey, 201 Luiz Marin Realty, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. N.J. Case No. 17-31443) on October 23, 2017. Stephen Anatro, its managing member, signed the petition. The Debtor is a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). At the time of the filing, the Debtor disclosed zero assets and $3.37 million in liabilities. Judge Stacey L. Meisel presides over the case. The Law Offices of Jerome M. Douglas, LLC represents the Debtor as bankruptcy counsel. 2954 DANIEL STREET: Taps Garvey Cushner as Legal Counsel -------------------------------------------------------- 2954 Daniel Street Realty Corp. seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Garvey, Cushner & Associates, PLLC as its legal counsel. The firm will advise the Debtor regarding the administration of its Chapter 11 case; prepare a plan of reorganization; and provide other legal services related to the case. The firm's hourly rates are: Todd Cushner $500 Lawrence Garvey $500 Associate Attorneys $350 Paralegals $175 Todd Cushner, Esq., disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Todd S. Cushner, Esq. Garvey, Cushner & Associates, PLLC 50 Main Street, Suite 390 White Plains, NY 10606 Phone: (914) 946-2200 / (914) 946-1300 Email: todd@thegcafirm.com About 2954 Daniel Street Realty Corp. 2954 Daniel Street Realty Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 17-13451) on December 1, 2017. At the time of the filing, the Debtor disclosed that it had estimated assets and liabilities of less than $1 million. Judge Martin Glenn presides over the case. 3 G FOODS: Taps Eric A. Liepins as Legal Counsel ------------------------------------------------ 3 G Foods, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Eric A. Liepins, P.C. as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code and will provide other legal services related to its Chapter 11 case. Eric Liepins, Esq., will charge an hourly fee of $275 for his services. The hourly rates for paralegals and legal assistants range from $30 to $50. The firm does not hold or represent any interest adverse to the interest of the Debtor or its estate, according to court filings. Liepins can be reached through: Eric A. Liepins, Esq. Eric A. Liepins, P.C. 12770 Coit Road, Suite 1100 Dallas, TX 75251 Telephone: (972) 991-5591 Telecopier: (972) 991-5788 About 3 G Foods LLC 3 G Foods, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 17-34465) on December 1, 2017. Judge Harlin Dewayne Hale presides over the case. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $50,000 and liabilities of less than $100,000. 417 LACKAWANNA: Hires Doran & Doran as Counsel ---------------------------------------------- 417 Lackawanna Avenue LLC seeks approval from the United States Bankruptcy Court for the Middle District of Pennsylvania (Wilkes-Barre) to employ Doran & Doran P.C. as its counsel. Professional services Doran & Doran is to render are: a. provide the debtor in possession with legal advice with respect to its powers and duties as debtor in possession in the continued operation of its business and management of its property; b. prepare the necessary applications, pleadings, briefs, memoranda and such other documents and reports as may be required; c. represent the debtor in possession in connection with secured claimants who have liens on the Debtor's assets; d. represent the debtor in possession at all hearings and adversary proceedings; e. represent the debtor in possession in its dealings with its creditors; f. represent the debtor in possession in providing legal services required to negotiate, draft and implement a plan; g. perform all other legal services for debtor in possession which may be necessary. Individuals presently designated to represent the debtor in possession and their hourly rates are: John H. Doran, Esq. $300/hour Lisa M. Doran, Esq. $285/hour Ms. Doran attests that her firm represents no interest adverse to the debtor in possession and its estate in the matters upon which they will be engages. The Counsel can be reached through: John H. Doran, Esq. Lisa M. Doran, Esq. DORAN & DORAN, P.C. 69 Public Square Suite 700 Wilkes-Barre, PA 18701 Phone: 570-823-9111 Fax: 570-829-3222 Email: jdoran@dorananddoran.com ldoran@dorananddoran.com About 417 Lackawanna Avenue LLC 417 Lackawanna Avenue LLC operates a real estate agency in Scranton, Pennsylvania. 417 Lackawanna Avenue LLC filed a Chapter 11 petition (Bankr. M.D.PA Case No. 17-04686) on November 13, 2017. The petition was signed by Gerard T. Donahue, president. The Debtor is represented by John H. Doran, Esq. and Lisa M. Doran, Esq. at Doran & Doran P.C. as counsel. The Hon. Robert N. Opel II presides over the case. At the time of filing, the Debtor estimates $1 million to $10 million both in assets and liabilities. 470 W 42 STREET: Taps Kang Youl Lee as Accountant ------------------------------------------------- 470 W 42 Street Gourmet Food, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Kang Youl Lee CPA, P.C. as its accountant. The firm will assist the Debtor in the preparation of its financial statements and tax returns; assist in the formulation of its plan of reorganization; and provide other accounting services. Kang Youl Lee, owner of the firm, will charge an hourly fee of $75. Lee CPA is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Kang Youl Lee Kang Youl Lee CPA, P.C. 303 Fifth Avenue, Suite 1207 New York, NY 10016 Tel: (212) 779-2410 Fax: (212) 779-2441 About 470 W 42 Street Gourmet Food 470 W 42 Street Gourmet Food Inc., doing business as Treehaus, is a retail food store licensed by New York State Department of Agriculture and Markets. Its substantial assets are located at 470 W. 47th Street, New York, New York 10036. 470 W 42 Street Gourmet Food filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 17-12801) on Oct. 5, 2017. The petition was signed by Michael C. Park, the Debtor's senior manager, president and 60% shareholder. At the time of filing, the Debtor estimated $70,000 in assets and $3.82 million in liabilities. Judge Sean H. Lane presides over the case. Rosemarie E. Matera, Esq., at Kurtzman Matera, P.C., represents the Debtor as counsel. 5 STAR INVESTMENT: Trustee's Sale of Elkhart Property for $20K OK'd ------------------------------------------------------------------- Judge Harry C. Dees, Jr., of the U.S. Bankruptcy Court for the Northern District of Indiana authorized the private sale by Douglas R. Adelsperger, Trustee of 5 Star Investment Group, LLC and affiliates, of real property commonly known as 420 Plum Street, Elkhart, Elkhart County, Indiana, to SLM Management, LLC, for $20,000. The sale of the Real Estate is "as is and where is and with all faults" and no representations or warranties of any kind are made by the Trustee. The sale is also free and clear of any and all liens, encumbrances, claims or interests. At closing, the Trustee is authorized to direct Meridian Title Co. to disburse from the proceeds from the sale, first to pay the costs and expenses of the sale, including the commission owed to the Tiffany Group in the approximate sum of $1,000, second to pay all real estate taxes and assessments outstanding and unpaid at the time of closing, including the Tax Lien, and third to pay any other special assessments liens, utilities, water and sewer charges and any other charges customarily prorated in similar transactions. The Trustee is authorized and directed to retain the excess proceeds from the sale of the Real Estate until further order of the Court. Pursuant to Bankruptcy Rule 6004(h), the Court expressly finds and concludes that there is no just cause for delay in the implementation of the Order. The Order will therefore not be stayed for 14 days after its entry. Notwithstanding any provision of the Bankruptcy Code or the Bankruptcy Rules to the contrary, the Order will be effective and enforceable immediately upon entry, and any stay thereof, including without limitation Bankruptcy Rule 6004(h), is abrogated. About 5 Star Investment Group On Nov. 5, 2015, the U.S. Securities Exchange Commission filed a complaint against Earl D. Miller, 5 Star Capital Fund, LLC and 5 Star Commercial, LLC, in the United States District Court for the Northern District of Indiana, Hammond Division ("SEC Action"). In its complaint, the SEC alleged that Miller, 5 Star Capital Fund, and 5 Star Commercial defrauded at least 70 investors from whom they raised funds of at least $3,900,000. Additionally, on Nov. 5, 2015, the SEC obtained an ex parte temporary restraining Order, asset freeze and other emergency relief in the SEC Action. 5 Star Investment Group and its 10 affiliates owned by Eardl D. Miller sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ind. Lead Case No. 16-30078) on Jan. 25, 2016. 5 Star estimated its assets at up to $50,000 and its liabilities between $1 million and $10 million. The Debtors' counsel was Katherine C. O'Malley, Esq., at Cozen O'Connor, in Chicago, Illinois. The cases are assigned to Judge Harry C. Dees, Jr. On Feb. 29, 2016, Douglas R. Adelsperger was appointed as Chapter 11 trustee in each of the bankruptcy cases. On March 23, 2016, the Court entered an order consolidating the bankruptcy cases for purposes of administration only. On June 24, 2016, the Court entered its agreed order granting the Trustee's Motion for substantive consolidation, substantively consolidating the Debtors' bankruptcy cases for all postpetition matters and purposes, effective as of the Petition Date, and deeming that all assets and liabilities of the bankruptcy cases to be consolidated into one bankruptcy estate, to be administered in accordance with the Bankruptcy Code under the jurisdiction of the Court ("Consolidated Bankruptcy Estate"). On July 21, 2016, the Court entered order granting application to employ Tiffany Group Real Estate Advisors, LLC, as the bankruptcy estates' broker. Meredith R. Theisen, Esq., Deborah J. Caruso, Esq., John C. Hoard, Esq., James E. Rossow, Jr., Esq., and Meredith R. Theisen, Esq., in Rubin & Levin, P.C., in Indianapolis, Indiana, serve as counsel to the Trustee. 8590 SUNSET: Taps Michael Jay Berger as Legal Counsel ----------------------------------------------------- 8590 Sunset A-FS, LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire the Law Offices of Michael Jay Berger as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; communicate with creditors; review claims; prepare a plan of reorganization; and provide other legal services related to its Chapter 11 case. The firm's hourly rates are: Michael Jay Berger $525 Senior Associate Attorneys $395 - $400 Mid-Level Associate Attorneys $350 Junior Associate Attorneys $275 Senior Paralegals/Law Clerks $225 Paralegals $200 The firm received a retainer of $20,000, plus $1,717 for the filing fee. Mr. Berger disclosed in a court filing that his firm does not hold or represent any interest adverse to the Debtor's estate, creditors or equity security holders. The firm can be reached through: Michael Jay Berger, Esq. Law Offices of Michael Jay Berger 9454 Wilshire Blvd., Sixth Floor Beverly Hills, CA 90212 Phone: 310-271-6223 Fax: 310-271-9805 Email: michael.berger@bankruptcypower.com About 8590 Sunset A-FS LLC 8590 Sunset A-FS LLC, which operates under the name Cafe Primo, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 17-24457) on November 22, 2017. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $1 million and liabilities of less than $500,000. Judge Ernest M. Robles presides over the case. ACADIANA MANAGEMENT: IUH Objects to Proposed Plan and Disclosures ----------------------------------------------------------------- Indiana University Health Ball Memorial Hospital, Inc., and Indiana University Health Ball Memorial Physicians, Inc., objects to the disclosure statement regarding the plan of liquidation filed by Acadiana Management Group, LLC, and the other debtors, including Central Indiana-AMG Specialty Hospital. The Proposed Plan establishes a Liquidation Trust and transfers to that Trust all Avoidance Actions. Because the Proposed Plan provides for a "cure" over five years, IUH cannot determine whether the Liquidation Trust will have Avoidance Actions against IUH related to payments made on the IUH Agreements, even though the IUH Agreements are assumed. Without this information, IUH does not have sufficient information to vote for or against the Proposed Plan. Wherefore, IUH objects to the adequacy of the information in the Disclosure Statement and requests that the Proposed Plan and Disclosure Statement disclose whether the Liquidation Trust will have Avoidance Actions against IUH after the IUH Agreements are assumed. A copy of IUH's Objection dated Nov. 21, 2017, is available at: http://bankrupt.com/misc/lawb17-50799-484.pdf Attorneys for Indiana University Health Ball Memorial Hospital, Inc. and Indiana University Health Ball Memorial Physicians, Inc.: Elizabeth J. Futrell (LA Bar No. 05863) Jones Walker LLP 201 St. Charles Avenue, Suite 5100 New Orleans, Louisiana 70170-5100 Tel: 504-582-8260 Fax: 504-589-8260 efutrell@joneswalker.com About Acadiana Management Acadiana Management and several affiliates sought Chapter 11 bankruptcy protection (Bankr. W.D. La. Lead Case No. 17-50799) on June 23, 2017. The petitions were signed by August J. Rantz, IV, president. Acadiana Management estimated assets of less than $50,000 and debt at $50 million and $100 million. Judge Robert Summerhays presides over the cases. Gold, Weems, Bruser, Sues & Rundell, serves as the Debtors' bankruptcy counsel. On July 28, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Susan Goodman was appointed as patient care ombudsman. ACADIANA MANAGEMENT: Plan is Fatally Flawed, CHCT Complains ----------------------------------------------------------- CHCT Louisiana, LLC, objects to Acadiana Management Group, L.L.C., and affiliates' disclosure statement relating to their chapter 11 plan of orderly liquidation. CHCT argues that the Disclosure Statement cannot be approved for at least four principal reasons: (i) first, the Proposed Plan, as it presently stands, is patently unconfirmable insofar as it is predicated on an extraordinary remedy (substantive consolidation) that the Debtors cannot justify under the circumstances of these Chapter 11 cases; (ii) second, the Proposed Plan is the bad-faith product of conflicted management of the Debtors (collectively, the "Insiders") and advisors that have abandoned their fiduciary duties to the creditors of each of the Debtors' estates; (iii) third, the clearest example of this bad-faith conduct of the Insiders is the granting of unlawful third-party releases for these very same Insiders; and (iii) fourth, the Disclosure Statement lacks adequate information with respect to several material aspects of the Proposed Plan such that creditors cannot make an informed voting decision with respect to the Proposed Plan. The Court should not approve the Disclosure Statement because the underlying Proposed Plan is "fatally and obviously flawed", and proceeding to a confirmation hearing with such a patently unconfirmable plan would be a waste of the estates' and the Court's resources. The infirmities inherent in the Proposed Plan are substantial, preclude confirmation of the Proposed Plan, and must be addressed as soon as practicable (i.e., at the hearing on the Disclosure Statement). The Disclosure Statement also contains inadequate information to support its position that its business affairs are so entangled that substantive consolidation is necessary or appropriate relief. The Debtors routinely have provided detailed information with respect to their distinct businesses, operations, and corporate and legal structures. Moreover, the Debtors each operate in a highly regulated industry, subject to individual licensing and regulatory oversight at each individual Debtor and are subject to stringent oversight at the federal, state, and local levels. Additionally, the Debtors have already filed individual schedules of assets and liabilities and statements of financial affairs and have filed individual monthly operating reports for each of the 15 individual debtor entities during the pendency of these cases, clearly demonstrating that the Debtors' finances are not impracticably entangled. The Disclosure Statement also provides woefully inadequate information with respect to the Debtors' proposal to substantively consolidate all of the Debtors' estates together. Other than one conclusory statement (unsupported by evidence) referencing substantive consolidation of the Debtors' estates, the Disclosure Statement and Proposed Plan are bereft of any information supporting such extraordinary relief. A full-text copy of the CHCT's Objection is available at: http://bankrupt.com/misc/lawb17-50799-485.pdf Counsel for CHCT Louisiana, LLC: Jan M. Hayden, Esq. Lacey Rochester, Esq. BAKER, DONELSON, BEARMAN, CALDWELL & BERKOWITZ, P.C. 201 St. Charles Avenue, Suite 3600 New Orleans, Louisiana 70170 Telephone: (504) 566-5200 Facsimile: (504) 636-4000 jhayden@bakerdonelson.com -and- Timothy M. Lupinacci, Esq. Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 420 20th Street North, Suite 1400 Birmingham, AL 35203 Telephone: (205) 328-0480 Facsimile: (205) 322-8007 Email: tlupinacci@bakerdonelson.com 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. ACE CASH: S&P Upgrades CCR to 'B-' on Debt Refinancing ------------------------------------------------------ S&P Global Ratings said it raised its issuer credit rating on ACE Cash Express Inc. to 'B-' from 'CCC+'. The outlook is stable. At the same time, S&P assigned 'B-' issue rating on the company's new senior secured notes due 2022. The recovery rating on the new notes is '3', indicating its expectation of meaningful (55%) recovery in the event of default. On Dec. 5, 2017, ACE announced the refinancing of its existing 11% senior secured notes due 2019 at par with the issuance of new $290 million senior secured notes due 2022. S&P said, "We positively view the company's desire to extend its debt maturity and believe there is no imminent default risk over the next 12 months. Pro forma for this transaction, we expect leverage to be about 2.8x compared with 3.0x in 2016." S&P said, "Our stable outlook over the next 12 months reflects decreased refinancing risk; the potential impact of final Consumer Financial Protection Bureau (CFPB) rules, which we believe will lead to increased compliance costs; higher loan loss provisions; and a decline in origination volume as the company transitions from short-term payday to longer-term installment loans. The outlook also reflects our expectation of leverage, measured as debt to adjusted EBITDA, remaining between 2.5x-3.5x and EBITDA interest coverage staying between 3.0x-3.5x." A downgrade is unlikely over the next 12 months as the company has no near-term debt maturities. However, S&P could lower the ratings if the company has difficulty in transitioning its product offering and reports declining operating profitability on a sustained basis. An upgrade is unlikely over the next 12 months. However, over time S&P could raise the rating if JLL Partners reduces its ownership to less than 40%, ACE transitions its product offerings to loans compliant with the new CFPB standards, and ACE maintains its leverage below 3.0x. ADVANCED IRONWORKS: Full Payment for Unsecureds Over 60 Months -------------------------------------------------------------- Advanced Ironworks, Inc., filed with the U.S. Bankruptcy Court for the Western District of Washington a combined plan and disclosure statement dated Nov. 21, 2017. Class 5A consists of the general unsecured creditors, including SFERS. This class will receive $1,336.07 monthly for 60 months. Percentage of claim paid for this class is 100%. Class 5B consists of the general unsecured claim of Capital One. The Debtor will make a payment equal to 100% of the Creditor’s claim within 90 days of Confirmation, with no post-petition interest included. Payments and distributions under the Plan will be funded by the continued business activities of the Debtor. The Debtor has sufficient net income to service these debts as well as their monthly operating expenses as they come due. A full-text copy of the Combined Plan and Disclosure Statement is available at: http://bankrupt.com/misc/wawb17-10313-67.pdf About Advanced Ironworks Inc. Advanced Ironworks, Inc., filed for Chapter 11 bankruptcy protection (Bankr. W.D. Wash. Case No. 17-10313) on Jan. 26, 2017, estimating its assets and liabilities at between $100,001 and $500,000 each. Judge Timothy W. Dore presides over the case. AEROGROUP INT'L: Committee Blocks Approval of Disclosure Statement ------------------------------------------------------------------ The Official Committee of Unsecured Creditors of Debtors Aerogroup International, Inc., et al., objects to the Debtors' motion for entry of an order (i) the adequacy of the Disclosure Statement; (ii) the solicitation procedures with respect to confirmation of the Plan; (iii) the form of ballots and notices in connection therewith; and (iv) the scheduling of certain dates related thereto. The Committee supports the Debtors' efforts to quickly emerge from these chapter 11 cases through a reorganization around their intellectual property assets. A plan that accomplishes that goal is in the best interests of all parties in interest, including unsecured creditors, who are poised to receive payment in full on their 503(b)(9) claims under the Plan, which was unlikely to be paid otherwise. However, notwithstanding the Committee's generalized support of the Debtors' proposed restructuring, the Committee does not support the Plan’s treatment of general unsecured creditors at this time. The proposed Plan provides no distribution to unsecured creditors, who are also not entitled to vote on the Plan. Instead, the Plan contemplates, among other things, the conversion of (i) a portion of the Term Loan, held by THL, and (ii) all of the purportedly secured Prepetition Senior and Subordinated Notes, held by Palladin (the Debtors’ equity sponsor) and other Noteholders, into 100% of the equity in the Reorganized Debtors. The Plan further seeks to grant THL, Palladin, and the other Noteholders broad releases. Notably, however, the Disclosure Statement fails to acknowledge the Committee’s ongoing investigation regarding whether the Debtors’ prepetition lenders possess valid secured claims, and particularly whether there is a basis to recharacterize or otherwise subordinate the Notes. The Disclosure Statement also fails to describe the potential impact of that investigation on the Debtors' ability to implement the Plan. Should the extent, validity or priority of the secured claims be placed in bona fide dispute and be successfully challenged, the Plan's failure to provide any distribution to holders of general unsecured claims would be inappropriate and would violate section 1129 of the Bankruptcy Code. As such, the Disclosure Statement must be revised to reflect the pendency of the Committee's ongoing investigation, and its potential impact on the confirmability of the proposed Plan. The Committee, thus, requests entry of an order denying approval of the Disclosure Statement, and granting such other and further relief as the Court deems just and proper. As previously reported by the Troubled Company Reporter, holders of General Unsecured Claims will not be entitled to receive or retain any Distributions or other property on account of such General Unsecured Claims under the Plan. Pursuant to the Plan, all Allowed General Unsecured Claims against the Debtors will be deemed, settled, canceled, extinguished and discharged on the Effective Date. A copy of the Committee's Objection is available at: http://bankrupt.com/misc/deb17-11962-297.pdf Co-Counsel to the Official Committee of Unsecured Creditors: Michael Busenkell, Esq. (DE 3933) GELLERT SCALI BUSENKELL & BROWN, LLC 1201 N Orange St Suite 300 Wilmington, DE 19801 T: 302.425.5800 mbusenkell@gsbblaw.com -and- Cathy Hershcopf, Esq. Michael Klein, Esq. Sarah Carnes, Esq. COOLEY LLP 1114 Avenue of the Americas New York, NY 10036 T: 212.479.6000 chershcopf@cooley.com mklein@cooley.com scarnes@cooley.com About Aerogroup International Inc. Aerogroup International, Inc. -- http://www.aerosales.com/-- was established in 1987 through a buyout of the What's What division of Kenneth Cole. Doing business as Aerosoles, the company is a New Jersey-based women's footwear brand offering a wide array of footwear, including heels, flats, wedges, boots and sandals that appeal to broad consumer tastes. With plans to close 74 of 78 stores they are operating, Aerogroup International, Inc., and five affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-11962) on Sept. 15, 2017. The cases are pending before the Honorable Kevin J. Carey. Aerosoles disclosed $73 million in assets and $109 million in liabilities as of the Petition Date. Aerosoles' legal advisor in connection with the restructuring is Ropes & Gray LLP. The Debtors hired Bayard, P.A. as co-counsel; Berkeley Research Group, LLC as restructuring advisor; and EisnerAmper, LLC, as accountant. Hilco Merchant Resources is assisting on store closings. Prime Clerk LLC is the claims and noticing agent. On September 26, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. No trustee or examiner has been appointed. AEROGROUP INT'L: Landlords Seeks Rejection of Disclosure Statement ------------------------------------------------------------------ Deutsche Asset & Wealth Management, Federal Realty Investment Trust, The Forbes Company, Starwood Retail Partners LLC, The Macerich Company, and YTC Mall Owner, LLC, filed a limited objection to Debtors Aerogroup International, Inc., and affiliates' disclosure statement and its motion to for the entry of an order approving the adequacy of the disclosure statement. The objecting Landlords are the owners or agents for the owners of certain shopping centers at which Debtors operate retail stores pursuant to written unexpired nonresidential real property leases. The Landlords do not object to the Debtors' efforts to confirm a plan of reorganization, but as drafted, the Disclosure Statement, Plan and Proposed Order fail to provide adequate information for the Landlords or other creditors to make an informed decision with respect to the Plan and the treatment of the Leases under the Plan, and the Plan itself improperly seeks to modify the Landlords' rights under their Leases and the Bankruptcy Code. The Disclosure Statement and Plan propose to give the Debtors the ability to reject leases after entry of the confirmation order on various grounds, including if they are dissatisfied with the cure resolution. This potentially disenfranchises Landlords by permitting the Debtors to reject leases after the voting deadline, depriving Landlords with potentially significant rejection claims from voting to accept or reject the Plan. In addition, this may be used as an attempt to force Landlords to reduce their legitimate cure claims, even though there may be no legal basis to do so. This is unsupported by either statutory authority or case law, and the Bankruptcy Code requires that all leases of non-residential real estate will be assumed or rejected no later than the date of entry of the confirmation order. The Debtors must either finalize its list of assumed and rejected leases such that landlords with rejected leases have time to vote on the Plan, or they must provide some mechanism to make sure that these landlords are not improperly disenfranchised by the plan process. The Landlords also contend that the Disclosure Statement and Plan do not provide discussion of the adequate assurance of future performance information the Debtors intend to provide to the Landlords in connection with the assumption, or assumption and assignment, of the Leases. Moreover, the documents specify no deadline whatsoever by which Adequate Assurance information will be provided. Absent sufficient Adequate Assurance information and a reasonable period of time to review such information, Landlords that have leases that are being assumed by the Plan cannot properly assess the tenant that will take over the those leases post-confirmation. Similarly, the Disclosure Statement and Plan are silent as to whether the Debtors intend to distribute assumption notices with asserted cure amounts, and when such notices will be provided to affected Landlords. Based on these, Landlords request that the Court not approve the Disclosure Statement unless and until the Debtors provide adequate information, amend the Disclosure Statement and Plan so that the Disclosure Statement describes a Plan that is confirmable under Section 1129, including the modifications requested, and grant such further relief as the Court deems proper. The Troubled Company Reporter previously reported that The Plan contemplates the Reorganization of the Debtors through an Aerogroup ICPO Transaction, which may be preceded by or contemporaneous with the Non-IP Sales of the Non-IP Assets, which are any assets not retained as a part of the Aerogroup ICPO Transaction or otherwise required by the Reorganized Debtors to operate their business. The Plan further maintains the Debtors' ability to effect the Reorganization through an Alternative Transaction. In connection with the Aerogroup ICPO Transaction, a new entity, Aerogroup IPCO, will be formed and the Debtors will transfer all of their Intellectual Property to such entity. Aerogroup IPCO will then enter into the IPCO License Agreements with one or more licensees in exchange for an upfront payment and an agreed stream of royalty payments or other agreed compensation from such licensees. A full-text copy of the Landlords' Objection is available at: http://bankrupt.com/misc/deb17-11962-301.pdf Attorneys for Deutsche Asset & Wealth Management, Federal Realty Investment Trust, Starwood Retail Partners LLC, The Forbes Company, The Macerich Company, and YTC Mall Owner, LLC: Leslie C. Heilman, Esquire (No. 4716) Laurel D. Roglen, Esquire (No. 5759) BALLARD SPAHR LLP 919 N. Market Street, 11th Floor Wilmington, DE 19801 Telephone: (302) 252-4465 Facsimile: (302) 252-4466 E-mail: heilmanl@ballardspahr.com roglenl@ballardspahr.com -and- Dustin P. Branch, Esquire BALLARD SPAHR LLP 2029 Century Park East, Suite 800 Los Angeles, CA 90067-3012 Telephone: (424) 204-4354 Facsimile: (424) 204-4350 E-mail: branchd@ballardspahr.com -and- David L. Pollack, Esquire BALLARD SPAHR LLP 51st Fl - Mellon Bank Center 1735 Market Street Philadelphia, PA 19103 Telephone: (215) 864-8325 Facsimile: (215) 864-9473 E-mail: pollack@ballardspahr.com About Aerogroup International Inc. Aerogroup International, Inc. -- http://www.aerosales.com/-- was established in 1987 through a buyout of the What's What division of Kenneth Cole. Doing business as Aerosoles, the company is a New Jersey-based women's footwear brand offering a wide array of footwear, including heels, flats, wedges, boots and sandals that appeal to broad consumer tastes. With plans to close 74 of 78 stores they are operating, Aerogroup International, Inc., and five affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-11962) on Sept. 15, 2017. The cases are pending before the Honorable Kevin J. Carey. Aerosoles disclosed $73 million in assets and $109 million in liabilities as of the Petition Date. Aerosoles' legal advisor in connection with the restructuring is Ropes & Gray LLP. The Debtors hired Bayard, P.A. as co-counsel; Berkeley Research Group, LLC as restructuring advisor; and EisnerAmper, LLC, as accountant. Hilco Merchant Resources is assisting on store closings. Prime Clerk LLC is the claims and noticing agent. On September 26, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. No trustee or examiner has been appointed. AEROGROUP INT'L: U.S. Trustee Seeks Modification of Plan Outline ---------------------------------------------------------------- Andrew R. Vara, the Acting U.S. Trustee for Region 3, objects to Aerogroup International, Inc. and affiliates' disclosure statement for their joint plan of reorganization. The U.S. Trustee objects to approval of the Disclosure Statement and Solicitation Procedures Motion for a number of reasons, including a lack of "adequate information" for the voting classes and non-compliance with the Bankruptcy Code and Federal Rules of Bankruptcy Procedure: a. The Plan includes overly broad release and exculpation provisions, which exceed the scope of what is permissible under applicable law; b. The Plan is unfairly discriminatory because it fails to provide General Unsecured Creditors a meaningful opportunity to opt out of such releases; c. The Disclosure Statement is ambiguous as to when the Debtors may be entitled to a discharge under the Plan to the extent it contemplates a Reorganization Scenario or a Liquidation Scenario; d. The Debtor is not entitled to a discharge in the Liquidation Scenario; and e. The proposed solicitation procedures are inconsistent with the Federal Rules of Bankruptcy Procedure and are designed to disenfranchise creditors from voting. The Disclosure Statement was also filed without any financial exhibits. Because Schedules were not filed until November 13, 2017, and financial exhibits were not filed until Nov. 10, 2017, creditors have not had the requisite 28 days’ notice to object to the Disclosure Statement, instead having between 11 and 8 days to review important information. Should any constituency or claimant object to the lack of time to object to the Disclosure Statement, the Court should consider the Debtors’ failure to file required information in a timely manner, along with the fact that these are privately held Debtors with no publicly reported financial information. The Disclosure Statement should also identify the proposed Disbursing Agent or Plan Administrator and the proposed compensation in the Liquidation Scenario. The U.S. Trustee concludes that the Disclosure Statement should not be approved without further modification. By not adequately distinguishing the two plan scenarios and what provisions may be applicable, the Disclosure Statement risks confusing both voting parties, and other parties in interest. Moreover, the Plan provides for broad third-party releases (without providing parties in interest any opportunity to opt out), prospective exculpation, and a discharge in what may be a liquidating plan. The third party release and discharge issues render the Plan unconfirmable on its face. The Solicitation Procedures Motion does not propose to file the Plan Supplement until Dec. 26, 2017, two days prior to the Plan Objection Deadline, providing insufficient notice under the circumstances. The Troubled Company Reporter previously reported that The Plan contemplates the Reorganization of the Debtors through an Aerogroup ICPO Transaction, which may be preceded by or contemporaneous with the Non-IP Sales of the Non-IP Assets, which are any assets not retained as a part of the Aerogroup ICPO Transaction or otherwise required by the Reorganized Debtors to operate their business. The Plan further maintains the Debtors' ability to effect the Reorganization through an Alternative Transaction. In connection with the Aerogroup ICPO Transaction, a new entity, Aerogroup IPCO, will be formed and the Debtors will transfer all of their Intellectual Property to such entity. Aerogroup IPCO will then enter into the IPCO License Agreements with one or more licensees in exchange for an upfront payment and an agreed stream of royalty payments or other agreed compensation from such licensees. A full-text copy of the U.S. Trustee's Objection is available at: http://bankrupt.com/misc/deb17-11962-294.pdf Attorney for the U.S. Trustee: David L. Buchbinder, Esquire Trial Attorney J. Caleb Boggs Federal Building 844 King Street, Suite 2207, Lockbox 35 Wilmington, DE 19801 (302) 573-6491 (302) 573-6497 (Fax) About Aerogroup International Inc. Aerogroup International, Inc. -- http://www.aerosales.com/-- was established in 1987 through a buyout of the What's What division of Kenneth Cole. Doing business as Aerosoles, the company is a New Jersey-based women's footwear brand offering a wide array of footwear, including heels, flats, wedges, boots and sandals that appeal to broad consumer tastes. With plans to close 74 of 78 stores they are operating, Aerogroup International, Inc., and five affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-11962) on Sept. 15, 2017. The cases are pending before the Honorable Kevin J. Carey. Aerosoles disclosed $73 million in assets and $109 million in liabilities as of the Petition Date. Aerosoles' legal advisor in connection with the restructuring is Ropes & Gray LLP. The Debtors hired Bayard, P.A. as co-counsel; Berkeley Research Group, LLC as restructuring advisor; and EisnerAmper, LLC, as accountant. Hilco Merchant Resources is assisting on store closings. Prime Clerk LLC is the claims and noticing agent. On September 26, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. No trustee or examiner has been appointed. ALABAMA PARTNERS: Feb. 20 Auction of Maryland Stores Assets Set --------------------------------------------------------------- Judge Tamara O. Mitchell of the U.S. Bankruptcy Court for the Northern District of Alabama authorized the bidding procedures of Alabama Partners, LLC and affiliates in connection with the sale of assets in their Maryland stores at auction. The authorized Bidding Procedures include but not limited to the date for qualification of bidders, the bid deadline, the objection deadline, and the break-up fee. The Auction for the sale of the assets is set for Feb. 20, 2018, as provided for in the Motion. The notice procedures set forth in the Motion, including but not limited to the Sale Notice, are approved and authorized. As agreed to by the parties, the allocations provided for in the APA will not be binding on the IRS or any other party for purposes of allocating proceeds from any sale of the assets. The final hearing to authorize the sale of assets is set for Feb. 21, 2018 at 1:30 p.m. About Alabama Partners Alabama Partners, LLC, et al., are a series of related and affiliated companies that operate in the fast food restaurant business. Alabama Partners, LLC, is a holding company for the operating entity BamaChex, Inc. BamaChex operates a series of Rally' hamburger restaurants in the Birmingham, Alabama metropolitan area. Maryland LC Ventures, LLC, is a holding company for the operating entity Maryland Pizza, LLC; and PG County Partners, LLC is the holding company for the operating entity PG County Pizza, Inc. Each of the holding companies owns four Little Ceasars Pizza franchises in Maryland. Each of the six entities are jointly owned and controlled by the same equity partners or shareholders. BamaChex, Inc., previously sought bankruptcy protection (Bankr. N.D. Ala. Case No. 11-04020) on Aug. 11, 2011. Alabama Partners, LLC; BamaChex, Inc.; Maryland LC Ventures, LLC; Maryland Pizza, Inc.; PG County Partners, LLC; and PG County Pizza, Inc., filed Chapter 11 petitions (Bankr. N.D. Ala. Case Nos. 17-03469, 17-03471, 17-03472, 17-03473, 17-03474, and 17-03475, respectively) on Aug. 11, 2017. Mark Williams, chief operating officer, signed the petitions. At the time of filing, the Debtors estimated assets and liabilities between $1 million and $10 million. The Debtors are represented by Scott R. Williams, Esq., Robert H. Adams, Esq., and Frederick D. Clarke, Esq., at Rumberger, Kirk & Caldwell, P.C. ALCOA CORP: S&P Raises CCR to 'BB' on Stronger Credit Measures -------------------------------------------------------------- S&P Global Ratings raised its corporate credit rating on Alcoa Corp. to 'BB' from 'BB-'. The outlook is positive. S&P said, "In addition, we raised our issue-level rating on the company's senior secured credit facility to 'BBB-' from 'BB+'. The '1' recovery rating indicates our expectation of very high (90%-100%; rounded estimate: 95%) recovery in the event of a payment default. We also raised our issue-level rating on the company's senior unsecured notes to 'BB' from 'BB-'. The '3' recovery rating indicates our expectation of meaningful (50%-70%; rounded estimate: 65%) recovery in the event of a payment default. "Our higher rating on Alcoa stems from the company's sustainably improved credit measures, supported by higher aluminum prices, cost reductions, and net debt reduction since the company's separation from the downstream operations of Arconic Inc. only a year ago. Moreover, a new leadership team of experienced Alcoa managers has demonstrated a smooth transformation to reduced business complexity since the separation, offsetting its short track record as a stand-alone entity. "The positive rating outlook on Alcoa Corp reflects our view that improved credit measures are readily sustainable, given an improving medium-term profit outlook and good financial capacity to support sustaining investment in this capital-intensive business. Our expectations for Alcoa's higher margins and better earnings stability are underpinned by our view of the company's more cost-competitive assets and better output discipline in primary aluminum, which should enable it to drive fully adjusted debt to EBITDA down toward 1.5x in 2018. "We could raise the ratings in a year if Alcoa maintained fully adjusted debt to EBITDA of about 2x, with financial policies that support moderate debt leverage and improved cash flow visibility from good execution of cost reductions, which could confirm a stronger competitive position in the cyclical, commodity-oriented aluminum industry. We believe such a scenario would be likely if market conditions for aluminum and alumina remain robust through 2019, enabling the company to generate up to $1 billion of discretionary cash flow (after dividends) annually at our assumption of $2,100/tonne for the next three years. "We could revise the outlook back to stable from positive if adjusted debt to EBITDA reversed course and rose to 3x, which we believe could occur if aluminum prices declined sharply or if the company adopted decidedly more aggressive shareholder return strategies, both of which we view as unlikely. We estimate that Alcoa's debt leverage would increase to 3x in 2018 if LME aluminum prices dropped to about $1,650/tonne, or about 30%, which would represent an unusually large decline in one year." ANDREW S. BREIMAN: Feb. 2 Hearing on Necessity of PCO Appointment ----------------------------------------------------------------- According to a notice, a hearing will be held before Judge Robert D. Drain of the U.S Bankruptcy Court for the Southern District of New York on Feb. 2, 2018 at 10:00 a.m. on Andrew S. Breiman's application for an order determining appointment of a patient care ombudsman is not necessary. Objection to the relief requested must be made in writing and must be filed and served no later than seven days prior to the hearing date. Andrew Stuart Breiman filed for chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 17-23677) on Nov. 1, 2017, and is represented by Bruce R. Alter, Esq. of Alter & Brescia, LLP. APOLLO COMPANIES: Unsecured Creditors to Get 1% Under Amended Plan ------------------------------------------------------------------ Apollo Companies Inc. filed with the U.S. Bankruptcy Court for the Southern District of Texas a second amended plan of reorganization and disclosure statement. Class 6 general unsecured claims will be paid in accordance with the Plan Schedule of Payments, which provides for a seven-year term. Unsecured creditors will receive 1% of claim value over the Plan term. Pursuant to the Plan, the Debtor is seeking to repay its debts through ongoing operations and funds received from collections on Debtor's Accounts Receivables. Additionally, Debtor expects it may also be able to repay some of its debts through funds obtained from Debtor-in-Possession Financing. A full-text copy of the Redlined Version of the Second Amended Disclosure Statement is available at: http://bankrupt.com/misc/txsb17-80148-94.pdf About Apollo Companies, Inc. Headquartered in Alvin, Texas, Apollo Office Systems, LLC -- http://www.apolloofficesystems.com-- is a growing company that sells and services all brands of copiers, printers, scanners, faxes, wide format laser printers and any other type of office machine. The Debtor is an authorized Xerox Channel Partner. It also sells Canon, Kyocera-Mita/Copystar, Konica-Minolta, Oce, Okidata, HP, Brother, Samsung, Ricoh, GEI, Fujitsu, etc. AOS is a family owned and has been in the business for over twenty-five years. Apollo Companies Inc. dba Apollo Office Systems LLC, dba Southwest Office Systems, filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 17-80148) on May 5, 2017, estimating assets of less than $1 million and liabilities of $1 million to $10 million. The petition was signed by Jeffrey Foley, director. Judge Marvin Isgur presides over the case. The Debtor hired Eric C. Grimm, PLLC, and the Law Office of William L. Bennett as its special litigation counsel. ARAMARK SERVICES: Term Loan Upsize No Impact on Moody's Ba2 CFR --------------------------------------------------------------- Moody's Investors Service said Aramark Services, Inc.'s announced term loan B increase to $1.785 billion from $1.15 billion will allow it to repay its senior secured U.S. dollar term loan A , as well as finance the acquisition of Avendra, LLC, but the ratings, including the Ba2 Corporate Family rating, Ba1 senior secured and Ba3 senior unsecured ratings and negative ratings outlook remain unchanged at this time. Aramark, based in Philadelphia, PA, is a provider of food and related services to a broad range of institutions and the second largest provider of uniform and career apparel in the United States. Moody's expect fiscal 2018 (ends September) revenue to approach $16 billion. On October 16, Aramark announced it will acquire Ameripride Services, Inc. for $1.0 billion and Avendra, LLC for $1.35 billion. ATHENS INTERESTS: Wright Opposes OK of Disclosure Statement ----------------------------------------------------------- John Wright Construction, Inc., objects to the disclosure statement filed by Debtor Athens Interests, LLC. Wright is a creditor of Debtor, being owed $143,344 for construction work performed in connection with the Athens Project, not including interest or attorneys' fees. Wright has filed a lien against the Athens Project pursuant to chapter 53 of the Texas Property Code. Wright complains that the Disclosure Statement, in this case, fails to contain adequate information to allow creditors to make an informed choice regarding the Plan. Specifically, it lacks the following: A. The Disclosure Statement does not contain a liquidation analysis to allow creditors to determine whether or not they could be paid more in a hypothetical Chapter 7 case. B. The Disclosure Statement does not explain or disclose the nature or structure of the proposed sale of the Athens Project to Maku Holdings, LLC. For example, no sale contract or term sheet is disclosed. No price is disclosed, though Debtor has scheduled the real estate underlying the Athens Project as having a value of $1,000,000. No estimated time of closing is given. No conditions precedent to closing are disclosed, nor is any explanation given of what contingencies may allow Maku Holdings, LLC to terminate its "obligation" to close the sale. No information describing what is actually proposed to be sold is provided, real estate or the Debtor's interest in some undefined partnership with Maku Holdings, LLC. C. The Disclosure Statement does not explain, in the event a sale of the Athens Project closes, what "separate Court order" will be required in order to distribute funds in payment of the claim of Wright nor who will be required to obtain such order. The Disclosure Statement also does not explain the reason that such an order is required for some creditors (Wright, Redco, and Total) but not others (Chachere). D. Paragraph IV of the Disclosure Statement states that Debtor owns (1) a 100% "interest" in 7 acres of land in Athens Texas, (2) a 50% "net profits interest" in the "Athens Project", (3) a 50% "net interest" in 7 acres on SH130 in Austin, TX, and (4) a 50% "net interest" on a "0.8 site" on I-35 in Waco. No explanation is given regarding the nature of the "interest", "net profits interest", or "net interest", owned by Debtor and whether they will all be retained by Debtor under the Plan. Premises considered, Wright requests that the Court find that Debtor's Disclosure Statement fails to contain adequate information, fails to comply with the provisions of 11 U.S.C. section 1125, should not be approved in its current form, and for such other and further relief to which it may be entitled. The Troubled Company Reporter previously reported that under the plan, the allowed claims of class 7 unsecured creditors will be paid in full in 12 equal monthly payments commencing on the Effective Date. The Debtor believes the total of Class 7 creditors to be approximately $5,000. This class is impaired. The Debtor will sell its interest in the Athens Project to Maku Holdings, LLC, or its designee, including, without limitation, the 7 acres in Athens, Texas and the 50% interests in the Athens Project pursuant to the Agreement. Maku will pay the amount necessary to pay the Allowed Claims of Class 3 through 6. The Debtor's shareholder will contribute the funds necessary to pay the Class 7 creditors. A full-text copy of Wright's Objection is available at: http://bankrupt.com/misc/txeb17-40693-30.pdf Attorneys for John Wright Construction, Inc.: Jason R. Searcy. State Bar No. 17953500 Joshua P. Searcy State Bar No. 24053468 Callan Clark Searcy State Bar No. 24075523 SEARCY & SEARCY, P.C. P. O. Box 3929 Longview, TX 75606 903/757-3399 PHONE 903/757-9559 FAX Email: jsearcy@jrsearcylaw.com Email: joshsearcy@jrsearcylaw.com Email: ccsearcy@jrsearcylaw.com Athens Interests, LLC filed a Chapter 11 bankruptcy petition (Bankr. E.D. Tex. Case No. 17-40693) on April 3, 2017, listing under $1 million in both assets and liabilities. ATRIUM INNOVATIONS: Moody's Puts B2 CFR on Review for Upgrade ------------------------------------------------------------- Moody's Investors Service placed Atrium Innovations Inc.'s B2 corporate family rating (CFR), B2-PD probability of default rating (PDR), and B2 ratings on first lien credit facilities on review for possible upgrade as the company has agreed to be acquired by Nestle S.A. (Aa2 stable) for $2.3 billion. "The review for upgrade was prompted by the possibility that Atrium's credit profile will improve once it is acquired by Nestle," said Peter Adu, Moody's AVP. On Review for Upgrade: Corporate Family Rating, currently B2 Probability of Default Rating, currently B2-PD $75 million sr sec revolving credit facility due 2019, currently B2 (LGD3) $540 million sr sec first lien term loan due 2021, currently B2 (LGD3) Outlook Action: Changed To Rating Under Review From Stable RATINGS RATIONALE The review will focus on the likelihood that the acquisition will close and Nestle's legal support for Atrium's debt, if any. Should Nestle choose to repay Atrium's debt, Moody's will withdraw all of Atrium's ratings. If Nestle should choose to assume Atrium's debt, then Moody's would withdraw Atrium's CFR and PDR. Should Nestle choose to leave Atrium's debt in place and not guarantee it, Moody's would assess the financial and business strategies of Atrium after the acquisition, together with an assessment of any benefits that might arise from ownership by Nestle. The principal methodology used in these ratings was Global Packaged Goods published in January 2017. Atrium Innovations Inc. develops, manufactures and markets natural health products and dietary supplements. The company is majority-owned by Permira Funds and is headquartered in Westmount, Quebec. Revenue for the twelve months ended September 30, 2017 was $656 million. BAC AAH: Moody's Hikes Pref. Stock Non-Cumulative Rating to Ba1 --------------------------------------------------------------- Moody's Investors Service has upgraded the long-term ratings, counterparty risk assessments, and baseline credit assessment of Bank of America Corporation (BAC, senior debt to A3 from Baa1) and certain subsidiaries, including its principal bank subsidiary, Bank of America N.A. (BANA, deposits and senior debt to Aa3 from A1, BCA to baa1 from baa2). Moody's also affirmed all the short-term ratings and assessments at BAC and its rated subsidiaries. The rating outlook is stable. A complete list of affected ratings and entities can be found at the end of this press release. RATINGS RATIONALE The rating action is driven by the recent and expected future improvements to BAC's profitability, which Moody's expects will be sustained, and by the commitment of BAC's management and its board of directors to a conservative risk profile, which Moody's expects will reduce the bank's earnings volatility going forward, a positive for the bank's creditors. Moody's noted that BAC's profitability has improved steadily over the last three years. The earnings drag from BAC's legacy mortgage servicing and litigation matters has receded, and the bank's expense-management initiatives are bearing results. Higher interest rates have also provided a boost to earnings at BAC, which continues to have the most asset-sensitive balance sheet among its rated US peers. The rating agency anticipates that additional rate hikes as well as the realization of the bank's $53 billion cost target in 2018 will further boost BAC's profitability to at least a 1% return on tangible assets. This is likely even as the proportion of rate hikes which are passed through to depositors increases, i.e., as the bank experiences higher deposit betas. During and for several years following the financial crisis BAC experienced significant earnings volatility, driven by high credit costs, trading losses, and litigation and restructuring charges. These costs were reflective of the bank's and its acquirees' aggressive risk appetites leading up to the financial crisis. However, over the past six years the bank has adopted a more conservative risk appetite than many of its peers, in addition to significantly bolstering its risk management, governance and controls. Evidence of BAC's more conservative risk profile includes the greater resiliency of its performance under the Federal Reserve's severely adverse stress tests, the bank's more cautious approach to loan growth than many of its peers in the context of low nominal US GDP growth, and constraints on the size of its capital markets business. This approach is firmly supported by BAC's management and its board of directors and is reinforced across all areas of the firm through ongoing analytics, training, and feedback. As such, Moody's believes this more conservative risk profile is unlikely to be reversed. Moody's also noted that BAC's credit profile has been strengthened by recent improvements to its capital position. BAC's capital payouts have been more conservative than peers over the last few years, allowing the firm to build capital. However, Moody's expects BAC's payouts to shareholders to increase going forward, subject to Federal Reserve approval. Higher payouts are likely to result in some deterioration in BAC's capital position, but Moody's expects the bank's ratio of tangible common equity to risk-weighted assets will remain above 11% and its ratio of tangible common equity to tangible assets will remain above 7.5%. BAC has a robust liquidity profile and is less reliant on wholesale funding than many of its peers. This remains a key credit strength, and the upgrade incorporates Moody's expectation that the bank's strong liquidity metrics will hold steady at current levels. WHAT COULD MOVE THE RATINGS UP/DOWN BAC's ratings could be upgraded if the bank were to generate profitability greater than a 1.0% return on tangible assets on a sustainable basis, with a lower level of earnings volatility than similarly rated peers and without materially reducing its liquidity or capital ratios. A key component of this will be maintenance of a conservative risk profile and an absence of major litigation or other sizeable operational risk charges or control failures. BAC's ratings could be downgraded if the bank experiences a significant deterioration in its capital or liquidity levels, demonstrates a marked increase in its risk appetite, or experiences a major litigation or other sizeable operational risk charge or control failure. The following ratings are being upgraded: Issuer: B of A Issuance B.V. -- Senior Unsecured Regular Bond/Debenture, Upgraded to A3/STA Issuer: BA Australia Limited -- Senior Unsecured Medium-Term Note Program, Upgraded to (P)Aa3 Issuer: BAC AAH Capital Funding LLC I -- Pref. Stock Non-Cumulative, Upgraded to Ba1(hyb) Issuer: BAC AAH Capital Funding LLC II -- Pref. Stock Non-Cumulative, Upgraded to Ba1(hyb) Issuer: BAC AAH Capital Funding LLC III -- Pref. Stock Non-Cumulative, Upgraded to Ba1(hyb) Issuer: BAC AAH Capital Funding LLC IV -- Pref. Stock Non-Cumulative, Upgraded to Ba1(hyb) Issuer: BAC AAH Capital Funding LLC IX -- Pref. Stock Non-Cumulative, Upgraded to Ba1(hyb) Issuer: BAC AAH Capital Funding LLC V -- Pref. Stock Non-Cumulative, Upgraded to Ba1(hyb) Issuer: BAC AAH Capital Funding LLC VI -- Pref. Stock Non-Cumulative, Upgraded to Ba1(hyb) Issuer: BAC AAH Capital Funding LLC VII -- Pref. Stock Non-Cumulative, Upgraded to Ba1(hyb) Issuer: BAC AAH Capital Funding LLC X -- Pref. Stock Non-Cumulative, Upgraded to Ba1(hyb) Issuer: BAC AAH Capital Funding LLC XI -- Pref. Stock Non-Cumulative, Upgraded to Ba1(hyb) Issuer: BAC AAH Capital Funding LLC XII -- Pref. Stock Non-Cumulative, Upgraded to Ba1(hyb) Issuer: BAC AAH Capital Funding LLC XIII -- Pref. Stock Non-Cumulative, Upgraded to Ba1(hyb) Issuer: BAC Canada Finance Company -- Senior Unsecured Regular Bond/Debenture, Upgraded to A3/STA -- Senior Unsecured Medium-Term Note Program, Upgraded to (P)A3 -- Subordinate Medium-Term Note Program, Upgraded to (P)Baa2 -- Senior Unsecured Shelf, Upgraded to (P)A3 Issuer: BAC Capital Trust VI -- Preferred Stock, Upgraded to Baa3(hyb) Issuer: BAC Capital Trust VII -- Preferred Stock, Upgraded to Baa3(hyb) Issuer: BAC Capital Trust XI -- Preferred Stock, Upgraded to Baa3(hyb) Issuer: BAC Capital Trust XIII -- Pref. Stock Non-Cumulative, Upgraded to Ba1(hyb) Issuer: BAC Capital Trust XIV -- Pref. Stock Non-Cumulative, Upgraded to Ba1(hyb) Issuer: BAC Capital Trust XV -- Preferred Stock, Upgraded to Baa3(hyb) Issuer: BAC North America Holding Company -- Pref. Stock Non-Cumulative, Upgraded to Ba1(hyb) Issuer: Bank of America Corporation -- Long-Term Issuer Rating, Upgraded to A3/STA -- Senior Unsecured Regular Bond/Debenture, Upgraded to A3/STA -- Senior Subordinated Regular Bond/Debenture, Upgraded to Baa2 -- Subordinate Regular Bond/Debenture, Upgraded to Baa2 -- Pref. Stock Non-Cumulative, Upgraded to Ba1(hyb) -- Senior Unsecured Medium-Term Note Program, Upgraded to (P)A3 -- Subordinate Medium-Term Note Program, Upgraded to (P)Baa2 -- Senior Unsecured Shelf, Upgraded to (P)A3 -- Subordinate Shelf, Upgraded to (P)Baa2 -- Preferred Shelf, Upgraded to (P)Baa3 -- Pref. Shelf Non-Cumulative, Upgraded to (P)Ba1 Issuer: Bank of America, N.A. -- Baseline Credit Assessment, Upgraded to baa1 -- Adjusted Baseline Credit Assessment, Upgraded to baa1 -- Long-Term Counterparty Risk Assessment, Upgraded to Aa3(cr) -- Long-Term Issuer Rating, Upgraded to Aa3/STA -- Long-Term Bank Deposit Rating, Upgraded to Aa3/STA -- Senior Unsecured Regular Bond/Debenture, Upgraded to Aa3/STA -- Subordinate Regular Bond/Debenture, Upgraded to A1 -- Senior Unsecured Bank Note Program, Upgraded to (P)Aa3 -- Subordinate Bank Note Program, Upgraded to (P)A1 Issuer: Bank of America, N.A. (Sydney Branch) -- Long-Term Counterparty Risk Assessment, Upgraded to Aa3(cr) -- Senior Unsecured Regular Bond/Debenture, Upgraded to Aa3/STA -- Senior Unsecured Medium-Term Note Program, Upgraded to (P)Aa3 -- Subordinate Medium-Term Note Program, Upgraded to (P)A1 Issuer: Bank of America, N.A., London Branch -- Long-Term Counterparty Risk Assessment, Upgraded to Aa3(cr) -- Senior Unsecured Deposit Program, Upgraded to (P)Aa3 Issuer: BankAmerica Capital III -- Preferred Stock, Upgraded to Baa3(hyb) Issuer: BankBoston Capital Trust III -- Preferred Stock, Upgraded to Baa3(hyb) Issuer: BankBoston Capital Trust IV -- Preferred Stock, Upgraded to Baa3(hyb) Issuer: BofA Finance LLC -- Senior Unsecured Regular Bond/Debenture, Upgraded to A3/STA -- Senior Unsecured Medium-Term Note Program, Upgraded to (P)A3 -- Senior Unsecured Shelf, Upgraded to (P)A3 Issuer: Countrywide Capital III -- Preferred Stock, Upgraded to Baa3(hyb) Issuer: Countrywide Capital V -- Preferred Stock, Upgraded to Baa3(hyb) Issuer: Fleet Capital Trust V -- Preferred Stock, Upgraded to Baa3(hyb) Issuer: FleetBoston Financial Corporation -- Subordinate Regular Bond/Debenture, Upgraded to Baa2 Issuer: LaSalle Bank N.A. -- Senior Unsecured Deposit Note/Takedown, Upgraded to Aa3/STA Issuer: LaSalle Funding LLC -- Senior Unsecured Regular Bond/Debenture, Upgraded to A3/STA -- Senior Unsecured Medium-Term Note Program, Upgraded to (P)A3 -- Senior Unsecured Shelf, Upgraded to (P)A3 -- Subordinate Shelf, Upgraded to (P)Baa2 Issuer: MBNA Capital B -- Preferred Stock, Upgraded to Baa3(hyb) Issuer: Merrill Lynch & Co., Inc. -- Senior Unsecured Regular Bond/Debenture, Upgraded to A3/STA -- Senior Unsecured Conv./Exch. Bond/Debenture, Upgraded to A3/STA -- Subordinate Regular Bond/Debenture, Upgraded to Baa2 Issuer: Merrill Lynch Capital Trust I -- Preferred Stock, Upgraded to Baa3(hyb) Issuer: Merrill Lynch Capital Trust III -- Preferred Stock, Upgraded to Baa3(hyb) Issuer: Merrill Lynch International & Co. C.V. -- Senior Unsecured Medium-Term Note Program, Upgraded to (P)A3 Issuer: Merrill Lynch Japan Finance GK -- Senior Unsecured Medium-Term Note Program, Upgraded to (P)A3 Issuer: Merrill Lynch Preferred Capital Trust IV -- Preferred Shelf, Upgraded to (P)Baa3 Issuer: Merrill Lynch Preferred Funding IV, L.P. -- Preferred Shelf, Upgraded to (P)Baa3 Issuer: Merrill Lynch Preferred Funding V, L.P. -- Preferred Shelf, Upgraded to (P)Baa3 Issuer: Merrill Lynch S.A. -- Senior Unsecured Regular Bond/Debenture, Upgraded to A3/STA Issuer: NB Capital Trust III -- Preferred Stock, Upgraded to Baa3(hyb) The following ratings are being affirmed: Issuer: BA Australia Limited -- Short-Term Medium-Term Note Program, at (P)P-1 Issuer: Bank of America Corporation -- Commercial Paper, at P-2 -- Short-Term Medium-Term Note Program, at (P)P-2 Issuer: Bank of America, N.A. -- Short-Term Counterparty Risk Assessment, at P-1(cr) -- Short-Term Bank Deposit Rating, at P-1 -- Senior Unsecured Commercial Paper, at P-1 -- Short-Term Bank Note Program, at (P)P-1 Issuer: Bank of America, N.A. (Sydney Branch) -- Counterparty Risk Assessment, at P-1(cr) -- Commercial Paper, at P-1 Issuer: Bank of America, N.A., London Branch -- Short-Term Counterparty Risk Assessment, at P-1(cr) -- Commercial Paper, at P-1 -- Short-Term Deposit Program, at (P)P-1 Issuer: Merrill Lynch International & Co. C.V. -- Short-Term Medium-Term Note Program, at (P)P-2 Issuer: Merrill Lynch Japan Finance GK -- Short-Term Medium-Term Note Program, at (P)P-2 Outlook Actions: Issuer: B of A Issuance B.V. -- Outlook, Changed To No Outlook From Rating Under Review Issuer: BA Australia Limited -- Outlook, Changed To No Outlook From Rating Under Review Issuer: BAC AAH Capital Funding LLC I -- Outlook, Changed To No Outlook From Rating Under Review Issuer: BAC AAH Capital Funding LLC II -- Outlook, Changed To No Outlook From Rating Under Review Issuer: BAC AAH Capital Funding LLC III -- Outlook, Changed To No Outlook From Rating Under Review Issuer: BAC AAH Capital Funding LLC IV -- Outlook, Changed To No Outlook From Rating Under Review Issuer: BAC AAH Capital Funding LLC IX -- Outlook, Changed To No Outlook From Rating Under Review Issuer: BAC AAH Capital Funding LLC V -- Outlook, Changed To No Outlook From Rating Under Review Issuer: BAC AAH Capital Funding LLC VI -- Outlook, Changed To No Outlook From Rating Under Review Issuer: BAC AAH Capital Funding LLC VII -- Outlook, Changed To No Outlook From Rating Under Review Issuer: BAC AAH Capital Funding LLC X -- Outlook, Changed To No Outlook From Rating Under Review Issuer: BAC AAH Capital Funding LLC XI -- Outlook, Changed To No Outlook From Rating Under Review Issuer: BAC AAH Capital Funding LLC XII -- Outlook, Changed To No Outlook From Rating Under Review Issuer: BAC AAH Capital Funding LLC XIII -- Outlook, Changed To No Outlook From Rating Under Review Issuer: BAC Canada Finance Company -- Outlook, Changed To Stable From Rating Under Review Issuer: BAC Capital Trust VI -- Outlook, Changed To No Outlook From Rating Under Review Issuer: BAC Capital Trust VII -- Outlook, Changed To No Outlook From Rating Under Review Issuer: BAC Capital Trust XI -- Outlook, Changed To No Outlook From Rating Under Review Issuer: BAC Capital Trust XIII -- Outlook, Changed To No Outlook From Rating Under Review Issuer: BAC Capital Trust XIV -- Outlook, Changed To No Outlook From Rating Under Review Issuer: BAC Capital Trust XV -- Outlook, Changed To No Outlook From Rating Under Review Issuer: BAC North America Holding Company -- Outlook, Changed To No Outlook From Rating Under Review Issuer: Bank of America Corporation -- Outlook, Changed To Stable From Rating Under Review Issuer: Bank of America, N.A. -- Outlook, Changed To Stable From Rating Under Review Issuer: Bank of America, N.A. (Sydney Branch) -- Outlook, Changed To Stable From Rating Under Review Issuer: Bank of America, N.A., London Branch -- Outlook, Changed To No Outlook From Rating Under Review Issuer: BankAmerica Capital III -- Outlook, Changed To No Outlook From Rating Under Review Issuer: BankBoston Capital Trust III -- Outlook, Changed To No Outlook From Rating Under Review Issuer: BankBoston Capital Trust IV -- Outlook, Changed To No Outlook From Rating Under Review Issuer: BofA Finance LLC -- Outlook, Changed To Stable From Rating Under Review Issuer: Countrywide Capital III -- Outlook, Changed To No Outlook From Rating Under Review Issuer: Countrywide Capital V -- Outlook, Changed To No Outlook From Rating Under Review Issuer: Fleet Capital Trust V -- Outlook, Changed To No Outlook From Rating Under Review Issuer: FleetBoston Financial Corporation -- Outlook, Changed To No Outlook From Rating Under Review Issuer: LaSalle Bank N.A. -- Outlook, Changed To No Outlook From Rating Under Review Issuer: LaSalle Funding LLC -- Outlook, Changed To Stable From Rating Under Review Issuer: MBNA Capital B -- Outlook, Changed To No Outlook From Rating Under Review Issuer: Merrill Lynch & Co., Inc. -- Outlook, Changed To No Outlook From Rating Under Review Issuer: Merrill Lynch Capital Trust I -- Outlook, Changed To No Outlook From Rating Under Review Issuer: Merrill Lynch Capital Trust III -- Outlook, Changed To No Outlook From Rating Under Review Issuer: Merrill Lynch International & Co. C.V. -- Outlook, Changed To No Outlook From Rating Under Review Issuer: Merrill Lynch Japan Finance GK -- Outlook, Changed To No Outlook From Rating Under Review Issuer: Merrill Lynch Preferred Capital Trust IV -- Outlook, Changed To No Outlook From Rating Under Review Issuer: Merrill Lynch Preferred Funding IV, L.P. -- Outlook, Changed To No Outlook From Rating Under Review Issuer: Merrill Lynch Preferred Funding V, L.P. -- Outlook, Changed To No Outlook From Rating Under Review Issuer: Merrill Lynch S.A. -- Outlook, Changed To No Outlook From Rating Under Review Issuer: NB Capital Trust III -- Outlook, Changed To No Outlook From Rating Under Review The principal methodology used in these ratings was Banks published in September 2017. BANDWIDTH TECHNOLOGY: Proceeds from License Agreement to Fund Plan ------------------------------------------------------------------ Bandwidth Technology Corp. filed with the U.S. Bankruptcy Court for the Southern District of New York a disclosure statement in connection with its chapter 11 plan of reorganization. The Plan effectively provides mechanism to restart the Debtor's business, recapitalize the Debtor's operations and issue new stock. The funding for the restart of the Debtor's business and operations will come from the proceeds from the Exclusive Intellectual Property and Patent Usage and License Agreement and an infusion of capital by The Alexandra Master Fund Ltd. and Roland Pieper, jointly, will make best efforts to provide an amount of additional funding up to the sum of $50,000. The Alexandra Fund is the debtor's largest unsecured creditor having previously loaned the Debtor the sum of $5,000,000. The Alexandra Fund and Roland Pieper have agreed to make best efforts to fund and advance to the Debtor up to the sum of $50,000 in the form of a secured loan, secured by all of the assets of the Debtor. Class 2 under the plan consists of Allowed Unsecured Claims. Allowed Class 2 Claims will be given the option to receive either Option 1 or Option 2 from the Reorganized Debtor. Creditors who select Option 1 will receive 5% of their Allowed Class 2 Claim on the Effective Date. Creditors who select Option 2 will be given shares of stock in the Reorganized Debtor. Shares will be issued on a conversion rate such that one dollar of Allowed Class 2 Claims will receive one share of stock in the Reorganized Debtor. The Alexandra Fund is the debtor’s largest unsecured creditor having previously loaned the Debtor the sum of $5,000,000. The Alexandra Fund has agreed to vote in favor of the Debtor’s Plan and select Option 2. In the event a ballot is cast such that no option is selected, the Plan and the Ballot will state that those creditors will be deemed to have selected Option 2. The Plan will be implemented with the proceeds from the License Agreement and Additional Funding which will fund the distribution in accordance with the terms of the Plan. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/nysb15-11385-106.pdf Counsel for the Debtor: Clifford A. Katz, Esq. PLATZER, SWERGOLD, LEVINE, GOLDBERG, KATZ & JASLOW, LLP Member of the Firm 475 Park Avenue South - 18th Floor New York, New York 10016 Telephone: (212) 593-3000 Email: ckatz@platzerlaw.com About Bandwidth Technology An involuntary Chapter 7 petition was filed against Bandwidth Technology Corp. on May 27, 2015. On November 21, 2015, the Debtor filed a Motion to Convert the involuntary Chapter 7 case to a voluntary case under Chapter 11 of the Bankruptcy Code. On March 8, 2016, the Court granted the Debtor's Motion to Convert and entered an Order for Relief under Chapter 11 of the Bankruptcy Code. The bankruptcy case is In re: Bandwidth Technology Corp., Case No. 15-1l385(SHL)(Bankr. S.D.N.Y.). BARBARA MAGNUSSON: Trustee's $3M Spring Lake Property Sale Okayed ----------------------------------------------------------------- Judge Christine M. Gravelle of the U.S. Bankruptcy Court for the District of New Jersey authorized Barry W. Frost, Chapter 11 Trustee for the estate of debtor Barbara Magnusson, to sell the Debtor's interest in the real property located at 14 Newark Avenue, Spring Lake, New Jersey to 14 Newark Avenue Enterprises, LLC, for $3,052,000. The current holder of the first mortgage on the Spring Lake Property is Ocwen Loan Servicing, LLC as servicer for U.S. Bank National Association, as Trustee for GSR Mortgage Loan Trust 2006-ARI, mortgage pass-through certificates series 2006-AR1. The current holder of the second mortgage on the Spring Lake Property is 14 Newark Ave - SL, LLC. The total amount of any and all claims by the First Mortgage Holder against the Spring Lake Property and/or the estate is fixed at the total and final amount of $2,167,500 representing any and all claims, known and unknown, administrative, secured, and unsecured, owed to the First Mortgage Holder the Trustee, and/or the bankruptcy estate. The total amount of any and all claims by the Second Mortgage Holder against the Spring Lake Property and/or the estate is fixed at the total and final amount of $289,000 representing any and all claims, known and unknown, administrative, secured, and unsecured, owed to the Second Mortgage Holder the Trustee, and/or the bankruptcy estate. The First Mortgage Holder and the Second Mortgage Holder will be paid no funds other than the Fixed First Mortgage Claim and Fixed Second Mortgage Claim as part of these proceedings by the Trustee from the sale proceeds of the Spring Lake Property and any other potential claims for additional funds are deemed waived. The sale is "as is" and "where is" with no representations and/or warranties, including, but not limited to, any representation of any kind as to the condition or title; and free and clear of all liens, claims, interests, and encumbrances. At closing of the Sale, all valid liens, claims or encumbrances against the Spring Lake Property will attach to the proceeds of the Sale. The Sale will be deemed to be pursuant to a liquidating plan under Bankruptcy Code Sections 1129 and 1146. Any distribution to creditors will be pursuant to the terms of a confirmed chapter 11 plan of liquidation submitted by the Chapter 11 Trustee. At the closing of the Sale, the Trustee will make payment of all necessary closing costs, taxes and fees allocable and in connection with the Sale from the gross sale proceeds. Any fees due to the realtors' commission will be paid by way of separate application to the Court. In the event the Buyer does not close as set forth in the Agreement of Sale, the Buyer's deposit, as to the estate's interest in the Spring Lake Property, will be deemed property of the Debtor's estate pursuant to sections 105, 541, and 542 of the Bankruptcy Code. To the extent there is any remaining personal property of the Debtor at the Spring Lake Property, the Debtor will remove her personal assets and belongings on or before the closing date. She will leave the property in "broom clean" condition on the closing date. She will continue to remain vacated from the Spring Lake Property. The closing of title will take place within 60 days of the entering of the Order. About Barbara Magnusson Barbara Magnusson sought Chapter 11 protection (Bankr. D.N.J. Case No. 13-31122) on Sept. 27, 2013. The Debtor tapped Bunce Atkinson, Esq., at Atkinson & DeBartolo, as counsel. On Feb. 5, 2015, Barry Frost, Esq., was appointed the Trustee for the Debtor. McDonnell Crowley, LLC, is the Trustee's counsel, with the engagement led by Brian T. Crowley. Ruggeri Realty, LLC, is the Trustee's real estate broker. BAY CIRCLE: NRCT's Sale of Gwinnett Property for $2M Approved ------------------------------------------------------------- Judge Wendy L. Hagenau of the U.S. Bankruptcy Court for the Northern District of Georgia authorized NRCT, LLC, an affiliate of Bay Circle Properties, LLC et al., to sell the real property consisting of approximately 10 acres of vacant land at the northwest corner of Tench Road and Peachtree Industrial Boulevard, Gwinnett County, Georgia, and improvements located thereon, to The Providence Group of Georgia, LLC, for $2,000,000. A hearing on the Motion was held on Nov. 30, 2017. The sale is free and clear of all liens, claims, and encumbrances. NRCT is authorized to pay from closing customary closing costs, including real estate transfer taxes, pro-rated real estate taxes for the year of closing to the closing date, attorney's fees for the closing, and brokerage commissions. The proceeds remaining after deduction of closing costs will be held by NRCT's bankruptcy counsel in its escrow account until further order of the Court Following closing, NRCT will file with the Court a Notice of Sale reporting that such closing has occurred. The Order is final upon entry. About Bay Circle Properties Bay Circle Properties, LLC, DCT Systems Group, LLC, Sugarloaf Centre, LLC, Nilhan Developers, LLC, and NRCT, LLC, own 16 different real properties including significant undeveloped acreage. The properties also include office/warehouse buildings, retail shopping centers and free standing single tenant buildings. Bay Circle Properties, et al., filed Chapter 11 bankruptcy petitions (Bankr. N.D. Ga. Case Nos. 15-58440 to 15-58444) on May 4, 2015. The Chapter 11 cases are jointly administered. Chuck Thakkar, manager, signed the petitions. The Debtors estimated $1 million to $10 million in both assets and liabilities. The Debtors tapped John A. Christy, Esq., J. Carole Thompson Hord, Esq., and Jonathan A. Akins, Esq., at Schreeder, Wheeler & Flint, LLP, as bankruptcy attorneys. The Debtors engaged RG Real Estate, Inc. as real estate broker. No trustee has been appointed and the Debtors are operating their businesses as debtors-in-possession. BILL BARRETT: Inks Merger Agreement with Fifth Creek Energy ----------------------------------------------------------- Bill Barrett Corporation has agreed to a strategic business combination with Fifth Creek Energy Company, LLC, a portfolio company of NGP, in a transaction valued at approximately $649 million. The transaction creates a premier exploitation and production company exclusively focused on oil-weighted rural areas in the Denver-Julesburg Basin. The combined company will possess significant size, scale, and balance sheet flexibility allowing it to economically develop a combined acreage position of approximately 151,100 net acres and an inventory of 2,865 highly-economic future drilling locations, nearly all of which are suitable for extended reach lateral development. The transaction is expected to close late in the first quarter or early in the second quarter of 2018, and is subject to customary conditions, including approval of the Company's stockholders. Acquisition Highlights * Creates premier DJ Basin focused company with a highly contiguous and complementary acreage position that is conducive to XRL development * Pro forma proved reserves of 168 million barrels of oil equivalent (MMBoe) (69% oil) as of Dec. 31, 2016 and pro forma third quarter of 2017 production of approximately 24 MBoe/d (64% oil) * Acquisition adds approximately 81,000 net acres and approximately 2,900 Boe/d (72% oil) of production located in the Hereford Field area of rural northern Weld County, Colorado * Hereford Field drilling results are among the highest rate oil wells drilled in the DJ Basin with seven wells averaging 1,052 Boe/d (84% oil) (two-stream basis) during their initial thirty days of production * Combined company will have substantial scale with approximately 151,100 net acres and a deep inventory of 2,865 undeveloped drilling locations (~95% XRL) that are prospective for multiple Niobrara horizons and the Codell formation, and provide strong weighted average economic returns of 65% at strip pricing * Maintain operational control as 100% of net acreage at the Hereford Field is operated, largely held by production with minimal near-term lease expirations, and established well control consisting of 62 standard reach lateral ("SRL") delineation wells and seven XRLs * Established infrastructure on both assets with low operating costs and current oil differentials to WTI of less than $2.50 per barrel * Initial 2018 plans are to operate three drilling rigs on the combined acreage with anticipated 2018 production of 11-12 MMBoe (~65% oil) and capital expenditures of $500-$600 million * Solid pro forma financial position highlighted by improving leverage metrics, no near-term debt maturities and ample liquidity to fund development Chief Executive Officer and President Scot Woodall commented, "We are extremely pleased to announce a strategic combination with Fifth Creek. We have been seeking opportunities to expand our core DJ Basin asset base with the right acquisition to ensure the best value creation opportunity for our stockholders. This presents us with a unique opportunity to add a large, undeveloped acreage position at an attractive cost with the potential for decades of high-return drilling locations located in a rural area that is highly complementary to our legacy position. The transaction creates a compelling long-term growth platform that will allow us to deliver strong company-wide margins as we maximize capital efficiency and concentrate on the highest return project areas. We expect to immediately begin employing our operational expertise on the acquired acreage as we implement enhanced completion and flowback techniques. The acquisition is credit enhancing as it significantly strengthens our balance sheet, and increases our ability to deliver higher future cash flow and EBITDAX generation. Fifth Creek has built a premier acreage position and with the support of our new partners, we look forward to developing this asset and building value for all stockholders." Michael R. Starzer, chief executive officer and Chairman of Fifth Creek, stated, "We are excited by the opportunity to partner with Scot and his team to create a premier company that is focused on oil-weighted rural areas of the DJ Basin. We believe the combined company's world class development inventory and exceptional operating talent will result in an excellent outcome for stockholders. At Hereford, Fifth Creek has been on the leading edge of applying modern completion technology to its wells and is proud to have achieved basin-leading results. We are pleased with the opportunity to partner with a company that has successfully managed its business through the downturn, consistently achieving its operating targets and outperforming expectations. I am confident that Scot and his team will do a terrific job of creating value for stockholders." Scott A. Gieselman, NGP partner, commented, "The combination of Bill Barrett Corporation and Fifth Creek Energy creates a premier oil focused and rural DJ Basin company with unparalleled growth potential at strong returns. We are proud of our new partnership with the Bill Barrett team given their excellent track record and look forward to participating in the growth of the combined entity." Transaction Details Under the terms of the transaction, Bill Barrett and Fifth Creek will each become subsidiaries of a newly formed holding company ("New BBG"), which will become the publicly listed and traded holding company for the combined Bill Barrett and Fifth Creek. In the transaction, Bill Barrett's stockholders will exchange their Bill Barrett common stock for New BBG common stock on a 1-for-1 basis, and Fifth Creek's current sole owner will receive 100 million shares of the New BBG's common stock. Based on the Company's closing stock price as of Dec. 4, 2017, the consideration being delivered to Fifth Creek's owner implies a total transaction value of approximately $649 million on an enterprise value basis, which includes the shares plus the assumption of up to $54 million of debt. Concurrent with the transaction, the Company also announced that it has agreed to a privately negotiated exchange with a holder of the Company's 7.0% Senior Notes due 2022, in which the holder has agreed to exchange $50 million aggregate principal amount of the Notes for newly issued shares of the Company's common stock plus the cash payment of accrued and unpaid interest. The number of shares exchanged will be calculated based on the volume-weighted average price of trading on Dec. 6, 2017 and the value of the bonds will be at 102% of par. Holders of the Senior Notes that hold a majority of the outstanding aggregate principal amount of each series of Senior Notes have agreed to deliver consents pursuant to which the proposed transaction with Fifth Creek will not be considered a change of control for purposes of the Company's Senior Notes. The Board of Directors of both companies have unanimously approved the terms of the agreement. The completion of the transaction is subject to approval of the Bill Barrett stockholders, any regulatory approvals and customary conditions. The transaction is expected to close late in the first quarter or early in the second quarter of 2018. Pro Forma Position The combined company will create a leading DJ Basin pure play company with an exclusively rural acreage position and significant weighting to oil and natural gas liquids. The combined company will possess two core and highly contiguous acreage positions with approximately 151,100 net acres located in the Hereford Field and Northeast ("NE") Wattenberg areas and a deep inventory of approximately 2,865 gross undeveloped locations (~95% XRL) that are prospective for multiple Niobrara benches and the Codell formation and confirmed with extensive seismic and petrophysical analysis and modelling. Assuming current strip pricing, these locations are expected to provide an attractive weighted average rate of return of approximately 65%. Average daily production for the combined assets was approximately 24 MBoe/d (81% liquids, 64% oil) in the third quarter of 2017 with combined proved reserves of 168 MMBoe (69% oil) as of December 31, 2016. The combined company will greatly benefit from increased economies of scale and a low operating cost structure. The largely undeveloped nature of Fifth Creek's acreage position allows for the application of modern completion designs to enhance well returns. The Hereford Field has established well control as a result of 62 SRL delineation wells, including the historic "Jake well" that is credited with starting the horizontal Niobrara drilling boom in the DJ Basin. During 2017, seven wells were completed in the Hereford Field with modern completion designs and had an average initial thirty-day production rate of 1,052 Boe/d (84% oil), which are among the highest rate oil wells ever drilled in the DJ Basin. It is also anticipated that three drilling rigs will operate on the combined acreage position in 2018. The combined acreage has existing infrastructure in place to support planned development and benefits from having no firm oil marketing or pipeline commitments, resulting in current oil price differentials to West Texas Intermediate pricing of less than $2.50 per barrel. Approximately 150 gross wells will spud in 2018 with anticipated 2018 production of 11-12 MMBoe (~65% oil) and $500-$600 million of associated capital expenditures. This preliminary plan assumes full-year 2018 outlooks for each company and formal 2018 guidance is anticipated to be issued following the closing of the transaction. The combined company will be well capitalized with a solid financial position and balance sheet flexibility with no debt maturities until 2022. Balance sheet strength is highlighted by a significant cash position, an undrawn credit facility, improving leverage metrics, and strong liquidity to fund the planned high-return development program. Other Events Fifth Creek is party to a gas gathering agreement pursuant to which it has committed to sell specified quantities of natural gas at fixed prices over a specified period. Under the agreement, the minimum monthly volumes to be sold are 34,170 Mcf in 2017 and decrease over time to 23,226 Mcf in 2021, the final year of the contract. The Company estimates that the fair value of this contract based on current natural gas prices is a liability of less than $10 million. According to a report prepared by Netherland, Sewell & Associates, Inc., proved reserves associated with the Fifth Creek properties were 113 MMboe as of Dec. 31, 2016, of which 3% were proved developed. As previously disclosed, on Nov. 20, 2017, the Company entered into a purchase and sale agreement with unaffiliated third parties to sell its remaining non-core assets located in the Uinta Basin for cash proceeds of approximately $110 million, subject to customary closing adjustments. The transaction is expected to close on or before Dec. 31, 2017, subject to customary closing conditions. Total cash consideration at time of closing is estimated at $103.0 million. Leadership and Corporate Governance Scot Woodall will continue to serve as chief executive officer and president of the combined company. The Board of Directors of the combined company will be comprised of eleven members, including the six members of Bill Barrett's current Board of Directors and five members that will be designated by Fifth Creek. Jim W. Mogg will continue to serve as Chairman of the Board. Advisors Tudor, Pickering, Holt & Co. acted as financial advisor to Bill Barrett and Wachtell, Lipton, Rosen & Katz acted as legal advisor to Bill Barrett. Credit Suisse acted as financial advisor to Fifth Creek and Vinson & Elkins LLP acted as legal advisor to Fifth Creek. A full-text copy of the Agreement and Plan of Merger is available for free at https://is.gd/nlbtue About Fifth Creek Energy Fifth Creek Energy Company, LLC is an independent oil and natural gas company based in Denver, Colorado and engaged in the acquisition, development and production of onshore oil and associated liquids-rich natural gas in North America. About NGP Founded in 1988, NGP is a private equity firm in the natural resources industry with approximately $17 billion of cumulative equity commitments organized to make strategic investments in the energy and natural resources sectors. For more information visit www.ngpenergycapital.com About Bill Barrett Bill Barrett Corporation (NYSE: BBG), headquartered in Denver, Colorado, develops oil and natural gas in the Rocky Mountain region of the United States. Additional information about the Company may be found on its website www.billbarrettcorp.com. Bill Barrett reported a net loss of $170.4 million on $178.8 million of total operating revenues for the year ended Dec. 31, 2016, compared to a net loss of $487.8 million on $207.9 million of total operating revenues for the year ended Dec. 31, 2015. As of Sept. 30, 2017, the Company had $1.33 billion in total assets, $815.49 million in total liabilities and $515.01 million in total stockholders' equity. * * * In April 2017, Moody's Investors Service upgraded Bill Barrett Corporation's Corporate Family Rating (CFR) to 'Caa1' from 'Caa2' and its existing senior unsecured notes' ratings to 'Caa2' from 'Caa3'. "The upgrade of Bill Barrett's ratings is driven by the reduction of default risk supported by the company's large cash balance and improved debt maturity profile," said Prateek Reddy, Moody's lead analyst. "The company's credit metrics are likely to soften in 2017 because of the roll off of higher priced hedges, but the metrics should strengthen along with production growth in 2018." BILL BARRETT: S&P Puts 'B-' CCR on CreditWatch Positive ------------------------------------------------------- S&P Global Ratings placed its ratings, including its 'B-' corporate credit rating, on the exploration and production company Bill Barrett Corp. on CreditWatch with positive implications. S&P said, "We also placed our 'CCC+' issue-level rating on the company's senior unsecured debt on CreditWatch with positive implications. The recovery rating on the senior unsecured debt remains '5', indicating our expectation of modest recovery (10% to 30%; rounded estimate: 25%) in the event of a default. "The CreditWatch placement reflects the likelihood that we will raise our ratings on Bill Barrett following the successful completion of several recently announced transactions: an above-par $50 million debt for equity exchange, around $100 million equity offering to fund the 2018 drilling program, and the equity-financed merger with Fifth Creek Energy Co. LLC. "The CreditWatch placement reflects the likelihood of an upgrade if Bill Barrett completes the transactions as proposed. We believe an upgrade would be limited to one notch. We expect to resolve the CreditWatch listing around the close the transaction, which we expect to occur around the end of March 2018." BLOOMIN' BRANDS: Moody's Assigns Ba2 Corporate Family Rating ------------------------------------------------------------ Moody's Investors Service assigned a Ba1 rating to Bloomin' Brands Inc.'s new $1.0 billion senior secured revolver and $500 million senior secured term loan. Moody's also assigned Bloomin' Brands a Ba2 Corporate Family Rating (CFR), Ba3-PD Probability of Default Rating (PDR) and SGL-2 Speculative Grade Liquidity Rating (SGL). The outlook is stable. Proceeds from the new $500 million term loan along with approximately $700 million of the new $1.0 billion revolver was used to repay all outstanding debt under the existing credit facility of OSI Restaurant Partners, LLC ("OSI"). Bloomin' Brands and OSI are co-borrowers under the new $1.5 billion bank credit facility. In conjunction with the Bloomin' Brands rating assignment Moody's will withdraw all ratings currently assigned to OSI. Ratings assigned are: Bloomin' Brands, Inc. Corporate Family Rating rated Ba2 Probability of Default Rating rated Ba3-PD $500 million senior secured term loan A due 2022 rated Ba1(LGD 2) $1.0 billion senior secured revolver due 2022 rated Ba1(LGD 2) SGL-2 Speculative Grade Liquidity rating The outlook is stable. Ratings withdrawn are; OSI Restaurant Partners, LLC Corporate Family Rating rated Ba2 Probability of Default Rating rated Ba3-PD - $450 million ($382.5 million outstanding) senior secured term loan A due 2019, rated to Ba1 (LGD2) - $125 million ($125 million outstanding) senior secured term loan A due 2019, rated Ba1 (LGD2) - $825 million ($672.5 million outstanding) senior secured revolver due 2019, rated Ba1 (LGD2) SGL-1 Speculative Grade Liquidity rating Stable outlook RATINGS RATIONALE The Ba2 CFR reflects Bloomin' Brands reasonable leverage, high level of brand awareness, large and diversified asset base, and good liquidity. However, the ratings also incorporate the company's below average operating margins, challenges with certain domestic concepts as well as competitive pressures that will continue to pressure earnings. The stable outlook reflects Moody's expectation that Bloomin' Brands operating performance will improve through same store sales improvement and systemwide unit expansion. The outlook also incorporates Moody's view that Bloomin' Brands maintains good liquidity and a balanced financial policy. Factors that could result in an upgrade include a sustained improvement in operating performance that results in a sustained strengthening of debt protection metrics and liquidity with debt to EBITDA falling towards 3.25 times, EBITA coverage of interest expense exceeding 3.5 times and retained cash flow to debt of about 25%. A higher rating would also require very good liquidity. Factors that could lead to a downgrade include a protracted deterioration in operating performance resulting in a sustained deterioration in credit metrics or liquidity. Specifically a downgrade could occur if debt to EBITDA migrated towards 4.5 times or EBITA to interest fell towards 2.5 times. A material deterioration in liquidity for any reason or the adoption of a more aggressive financial policy could result in a downgrade. The SGL-2 Speculative Grade Liquidity rating indicates good liquidity. For the twelve month period ending September 24, 2017, Bloomin' Brands generated about $340 million of cash from operations which was more than enough to cover capital expenditures of around $260 million and $31 million of dividends. However, given the expectation that capital expenditures will trend slightly higher to support remodels and new unit additions, Moody's believe annual free cash flow generation will be breakeven but also look for the company to maintain balance sheet cash of approximately $100 million. Bloomin' Brands also has a $1.0 billion senior secured revolving credit facility, that expires in 2022 which is expected to be majority drawn but still provide an adequate source of external liquidity based on expected covenant levels and availability. The SGL-2 incorporates Moody's view that the company will maintain an adequate cushion with regards to its only financial maintenance covenant under the bank facility -- maximum debt to adjusted EBITDA of not greater than 4.5. The Ba1 rating on the secured bank facilities reflects the use of a 65% Family Recovery Rating versus 50% due in part to the presence of financial maintenance covenants as well as the senior position the facilities represent within the company's liability structure and the significant amount of liabilities - predominantly lease rejection claims -- that are subordinated to these facilities. The principal methodology used in these ratings was Restaurant Industry published in September 2015. Bloomin' Brands owns and operates a diversified base of casual dining concepts which include Outback Steakhouse, Carrabba's Italian Grill, Bonefish Grill, and Fleming's Prime Steakhouse and Wine Bar. Revenues for the twelve month period ending September 24, 2017 are approximately $4.1 billion. BUCHANAN TRAIL: Taps Robinson Brog as Legal Counsel --------------------------------------------------- Buchanan Trail Realty Holdings LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Robinson Brog Leinwand Greene Genovese & Gluck, P.C. as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; negotiate with creditors; assist in the preparation of a plan of reorganization; and provide other legal services related to its Chapter 11 case. The firm's hourly rates range from $400 to $675 for shareholders, $250 to $465 for associates, and $175 to $300 for paralegals. Robinson Brog received from GLD Principal Strategies, LTD, on behalf of the Debtor, a retainer in the amount of $11,717, inclusive of the filing fee. A. Mitchell Greene, Esq., disclosed in a court filing that the firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Arnold Mitchell Greene, Esq. Robinson Brog Leinwand Greene Genovese & Gluck, P.C. 875 Third Avenue, 9th Floor New York, NY 10022 Tel: (212) 603-6300 Fax: (212) 956-2164 Email: amg@robinsonbrog.com About Buchanan Trail Realty Holdings LLC Buchanan Trail Realty Holdings LLC owns a 60-acre property containing three manufacturing facilities located at 6100 Buchanan Trail West, Mercersburgh, Pennsylvania. Buchanan listed its business as a "single asset real estate." The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 17-23619) on October 20, 2017. Daniel Gordon, manager, 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 D. Drain presides over the case. CADILLAC NURSING: PCO Files 1st Post-Confirmation Report -------------------------------------------------------- Deborah L. Fish, the Patient Care Ombudsman for Debtor Cadillac Nursing Home, Inc., submits a first post-confirmation report on the status of the quality of patient care in the re-opened Chapter 11 case of the Debtor for the period Oct. 19, 2017 to Nov. 17, 2017. The Debtor's facility continues to offer the same services for residents and continues to be financially managed by Mission Point Management Services, LLC. All day-to-day operations of the facility are still managed and handled by Brad Mali and the Debtor’s administrative staff. Since the PCO's last report, the Debtor has maintained all of its services and is delivering similar quality care to essentially the same patient population. During the site visits, the PCO walked through the facility and the hallways. The PCO checked the dining/ activities room, laundry, bathrooms and residents' rooms. All of these locations were clean or in the process of being cleaned. There were no strong foul odors. The administration and the nursing staff have confirmed that the Debtor has all of the necessary medical supplies for the residents. The PCO concludes that the Debtor has continued the same quality of care post-confirmation as it did pre-petition. Monitoring will continue. A full-text copy of the PCO's First Post-Confirmation Report is available at: http://bankrupt.com/misc/mieb16-41554-335.pdf About Cadillac Nursing Home Cadillac Nursing Home, Inc., filed a Chapter 11 bankruptcy petition (Bankr. E.D. Mich. Case No. 16-41554) on Feb. 8, 2016. The petition was signed by Bradley Mali, as president. The cases are pending before the Honorable Thomas J. Tucker. The Debtor listed estimated assets and liabilities $1 million to $10 million. The Debtor is represented by Michael E. Baum, Esq., and Kim K. Hillary, Esq., of Schafer & Weiner PLLC in Bloomfield Hills, Mich. The U.S. trustee for Region 9 appointed two creditors of Cadillac Nursing Home, Inc., to serve on the official committee of unsecured creditors. The Debtor, doing business as St. Francis Nursing Center, is a privately owned and licensed long term skilled nursing facility located at 1533 Cadillac Boulevard., Detroit, Mich. It consists of 81 licensed beds, located within the Debtor-owned facility. It employs nearly 84 full and part-time employees. The Debtor filed a petition under Chapter 11 of the Bankruptcy Code on February 8, 2016. The Debtor's plan of reorganization was confirmed on October 13, 2016, and a final decree was entered and the case was closed on May 9, 2017. The case was re-opened by order of the court on October 17, 2017. Deborah L. Fish was named patient care ombudsman. CALPINE CORP: Moody's Rates $560MM Sr. Secured Bonds 'Ba2' ---------------------------------------------------------- Moody's Investors Service assigned a Ba2 rating to the $560 million senior secured bond to be issued at Calpine Corporation and the $1 billion of senior secured bank loan to be issued at its Calpine Construction Finance Company, L.P. (CCFC) subsidiary. These debts are being issued to refinance the $1.6 billon secured term loan at CCFC. At the same time, Moody's have affirmed Calpine's outstanding ratings, including its corporate family rating of Ba3. The outlook remains negative. Moody's has affirmed Calpine's ratings because the proposed financing transactions will not have an effect on Calpine's total debt burden. It will only involve moving $550 million of secured debt at Calpine's CCFC subsidiary to the parent holding company. The remaining debt at CCFC will be refinanced into a $1 billion term loan due 2024. Moody's do not rate CCFC on a standalone basis because CCFC is fully integrated with the rest of Calpine and is heavily reliant on Calpine Corp. for revenue. Assignments: Issuer: Calpine Construction Finance Company, L.P. -- Senior Secured Bank Credit Facility, Assigned Ba2(LGD3) Issuer: Calpine Corporation -- Senior Secured Regular Bond/Debenture, Assigned Ba2(LGD3) Outlook Actions: Issuer: Calpine Construction Finance Company, L.P. -- Outlook, Remains Negative Issuer: Calpine Corporation -- Outlook, Remains Negative Affirmations: Issuer: Calpine Construction Finance Company, L.P. -- Senior Secured Bank Credit Facility, Affirmed Ba2(LGD3) Issuer: Calpine Corporation -- Probability of Default Rating, Affirmed Ba3-PD -- Speculative Grade Liquidity Rating, Affirmed SGL-1 -- Corporate Family Rating, Affirmed Ba3 -- Senior Secured Bank Credit Facilities, Affirmed Ba2(LGD3) -- Senior Secured Regular Bond/Debenture, Affirmed Ba2(LGD3) -- Senior Unsecured Regular Bond/Debenture, Affirmed B2(LGD5) RATINGS RATIONALE Calpine's existing rating fundamentally reflects the inherent volatility of the merchant power sector and the company's considerable debt leverage. These challenges are partly offset by the company's $2.7 billion debt reduction plan and the cash flow resiliency resulting from its large scale and geographic diversity, which includes significant exposure to markets in the Northeast, Texas and California. Moody's revised Calpine's outlook to negative on August 18, 2017 following the company's announcement that Energy Capital Partners (ECP, unrated) will acquire Calpine for $5.6 billion in cash. Despite the lack of acquisition debt associated with this transaction, Moody's believe that ECP will look to extract value from Calpine's portfolio of assets, primarily through asset divestitures. This approach will increase business risk, because Calpine will have smaller scale and diversity and likely less benefits from its strategy to match retail load with generation than what Moody's had previously incorporated into Moody's credit analysis. Liquidity Calpine's speculative grade liquidity rating is SGL-1. The company continues to possess a very good liquidity profile, with $426 million of unrestricted cash on hand as of September 30, 2017, about $1.3 billion of unused capacity on its corporate revolving credit facility and expectations of significant free cash flow generation. Calpine's next debt maturity is a $389 million term loan due in December 2019. Calpine plans to pay off debts at maturity. The company generated about $736 million of adjusted free cash flow before growth capital expenditures for the year 2016 and is forecast to generate $710 to $860 million of adjusted free cash flow in 2017. Rating Outlook The negative outlook primarily reflects Moody's view that Calpine will have higher business risk should ECP proceed with the anticipated strategy of breaking up the company and selling it off in pieces. The outlook also reflects Moody's expectation that Calpine will produce a ratio of CFO pre-working capital to debt in the 10% range in 2017 and 2018. Factors that Could Lead to an Upgrade Moody's could change the outlook back to stable, possibly within twelve to eighteen months after the closing of the transaction, if Moody's observe that Calpine is willing to reduce its financial leverage sufficiently to offset the additional business risk associated with its new strategy, and maintain a ratio of CFO pre-working capital to debt in the low-teen's range. Factors that Could Lead to a Downgrade A downgrade is likely should the company fail to carry out its plan to reduce debt by $2.7 billion. A downgrade can also occur should the company materially change its financial policies, or fail to reduce enough debt to offset the loss of any cash flows or diversity benefits associated with an asset sale. The principal methodology used in these ratings was Unregulated Utilities and Unregulated Power Companies published in May 2017. CALVARY COMMUNITY: Files Chapter 11 Reorganization Plan ------------------------------------------------------- Calvary Community Assembly of God, Inc., filed with the U.S. Bankruptcy Court for the District of Nevada a chapter 11 plan, which proposes to restructure the company's financial affairs. Class 4, general unsecured claims, is subdivided into two subclasses. Class 4A contains all general unsecured claims other than any small claims in Class 4B that, for convenience, are to be paid in full on the Effective Date. Claims in class 4A will be paid the following percentage of their allowed amounts: * Estimated percentage, but the actual percentage could be higher or lower depending on the total funds available and the total allowed claims. For example, if administrative, secured, or priority claims are larger than expected then the percentage paid to general unsecured claims will be lower. The stated estimate is calculated as follows: (1) the total estimated funds available for class 4A under this Plan divided by (2) the sum of all estimate allowed claims in class 4A; or * The percentage is fixed. This Plan is a commitment to pay this percentage regardless of future revenues, expenses, or the total allowed claims. If Debtor is unable to pay this percentage then that will be a default under this Plan. All transfers of property under this Plan will be made in accordance with any applicable provisions of nonbankruptcy law to the extent required by section 1129(a)(16). The Disbursing Agent will be the Debtor, who will serve without bond or compensation but will be entitled to reimbursement of reasonable expenses by applying to the court no more frequently than once every three months. A full-text copy of the Chapter 11 Reorganization Plan is available at: http://bankrupt.com/misc/nvb17-13475-74.pdf About Calvary Community Assembly of God, Inc. Calvary Community Assembly of God -- http://www.ccalv.org/-- is a Pentecostal Church in Las Vegas Nevada. This Assemblies of God church serves Clark County NV - Pastor Bruce A Morris. Calvary Community Church is located on an 11-acre campus at 2900 N. Torrey Pines Drive, just a few blocks off the I-95 freeway. In September 2004, Pastor Bruce and Donita Morris began their time serving Calvary. Calvary Community Assembly of God, Inc., based in Las Vegas, NV, filed a Chapter 11 petition (Bankr. D. Nev. Case No. 17-13475) on June 28, 2017. Angela J. Lizada, Esq., at Lizada Law Firm Ltd., serves as bankruptcy counsel. In its petition, the Debtor estimated $11.04 million in assets and $3.53 million in liabilities. The petition was signed by Bruce A. Morris, its pastor. CASCADE ACCEPTANCE: Trustee Taps Kornfield Nyberg as Legal Counsel ------------------------------------------------------------------ Timothy Hoffman, the Chapter 11 trustee for Cascade Acceptance Corporation, seeks approval from the U.S. Bankruptcy Court for the Northern District of California to hire Kornfield, Nyberg, Bendes, Kuhner & Little, P.C. as his legal counsel. The firm will assist the trustee in the preparation a bankruptcy plan and will provide other legal services related to the Debtor's Chapter 11 case. The firm's hourly rates are: Eric Nyberg Attorney $425 Charles Bendes Attorney $390 Chris Kuhner Attorney $385 Nancy Nyberg Bookkeeping/ $80 Accounting All members and associates of Kornfield do not represent any interest adverse to the Debtor's estate, according to court filings. Kornfield can be reached through: Eric A. Nyberg, Esq. Chris D. Kuhner, Esq. Kornfield, Nyberg, Bendes, Kuhner & Little, P.C. 1970 Broadway, Suite 225 Oakland, CA 94612 Tel: (510) 763-1000 Fax: (510) 273-8669 Email: e.nyberg@kornfieldlaw.com Email: c.kuhner@kornfieldlaw.com 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 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. On November 21, 2017, the case was converted back to a Chapter 11. Timothy W. Hoffman was appointed Chapter 11 trustee. CHRISTIAN CARE: Fitch Cuts 2016/2014 Revenue Bonds Rating to BB+ ---------------------------------------------------------------- Fitch Ratings downgrades its rating on the following bonds issued by Mesquite Health Facilities Development Corporation, TX on behalf of Christian Care Centers (Christian Care) to 'BB+' from 'BBB-': -- $25.3 million retirement facility revenue bonds, series 2016 and, -- $30.1 million retirement facility revenue bonds, series 2014. The Rating Outlook remains Negative. SECURITY The bonds are secured by a gross revenue pledge, mortgage liens on Christian Care's property, and debt service reserve funds. KEY RATING DRIVERS WEAKENED FINANCIAL PERFORMANCE: The downgrade to 'BB+' from 'BBB-' reflects continued multi-year deterioration of operating performance and debt service coverage below levels consistent with Fitch's 'BBB' category median metrics. Reduced profitability is largely the result of pressure from governmental payors at Christian Care's skilled care centers. TRANSFORMATION PROJECT: Christian Care's transformation project, currently underway, includes addition of independent living units (ILUs), assisted living units (ALUs) and memory care (MC) units at the Allen campus, closure of the skilled nursing facility (SNF) at the Fort Worth campus and reconfiguration of SNF operations at the Mesquite campus to increase private rooms. The project positions Christian Care to realize improved profitability based on the increase in ILUs and reduced exposure to risks associated with governmental payors; however, maintenance of the Negative Outlook reflects Fitch's expectation for margin pressure to continue into fiscal 2018. TRANSITIONING UTILIZATION: Occupancy averaged a strong 91% for ILUs, 92% for ALUs, and 90% for SNFs between fiscal 2012 and 2016. A decline in fiscal 2017 occupancy results from the planned SNF changes and the Allen campus fill up period, extended for MC units due to competition from stand-alone ALU and MC facilities. Christian Care expects that operations will stabilize during fiscal 2018 after which time occupancy rates should become more consistent with historical trends. ELEVATED DEBT PROFILE: Leverage is moderately high with adjusted debt/capital at 77.8% as of Sept. 30 2017, unfavorable in relation to Fitch's 62.4% 'BBB' category median. MODEST LIQUDITY: Unrestricted cash and investments translating to 229 days of cash on hand (DCOH) in fiscal 2016 remain light in relation to Fitch's 'BBB' category medians. Modest liquidity is somewhat mitigated by Christian Care's ILU residency agreements - - rental contract and fee-for-service arrangements - - which lack exposure to long-term healthcare liability risks. However, further softening of annual liquidity metrics could pressure the current rating. RATING SENSITIVITIES WEAKENED OPERATING PERFORMANCE AND LIQUIDITY: An inability of Christian Care Centers to improve operating performance or a further loss of liquidity will likely result in a downgrade. Improved margins and liquidity could result in positive rating action. OCCUPANCY AND UNIT/PAYOR MIX: Additional delays in filling memory care units at the Allen campus or a timely completion of the Mesquite skilled nursing reconfiguration could delay operating stabilization and result in further rating pressure. CLEVELAND-CLIFFS INC: S&P Affirms 'B' CCR on Debt Issuance ---------------------------------------------------------- U.S.-based iron-ore producer Cleveland-Cliffs Inc. is issuing $675 million in debt to prefund the expected investment in its Port of Toledo hot briquette iron (HBI) plant. Construction is slated to begin in 2018. Over the past year, Cliffs has benefitted from elevated iron-ore prices and has reduced reported debt by over $550 million. S&P Global Ratings, thus, affirmed its 'B' corporate credit rating on Cleveland-Cliffs Inc. in connection with the company's announced issuance of $675 million in new debt. S&P revised the outlook to negative from stable. S&P assigned its 'BB-' issue-level rating to the company's proposed $400 million guaranteed senior secured notes due in 2024, with a '1' recovery rating reflecting its expectation for very high (90%-100%; rounded estimate: 95%) recovery in the event of a payment default. The ratings on Cliffs' guaranteed unsecured debt are unchanged at 'B' with a '3' recovery rating, indicating our expectation for meaningful (50%-70%; rounded estimate: 55%) recovery in the event of a default. The ratings on Cliffs' nonguaranteed unsecured debt are also unchanged at 'CCC+' with a '6' recovery rating, indicating our expectation for negligible (0%-10%; rounded estimate: 0%) recovery in the event of a default. S&P said, "Our affirmation of the 'B' corporate credit rating on Cliffs as it issues $675 million in new debt is set against the recent iron-ore price rally (up 35% through the first three quarters of 2017) and debt reduction that contributed to adjusted leverage falling to just above 3x for the year ended Sept. 30, 2017. While we expect leverage to climb with the new debt issuance, we also consider other credit quality indicators such as interest coverage and liquidity that remain commensurate with the rating. "The negative outlook reflects our expectation that iron-ore prices will fall closer to $55 per dmt, which along with the contemplated debt issuance will weaken credit metrics over the next year. We would expect this to reverse in 2020 when the HBI operations begin to contribute to EBITDA. "We could lower the ratings if Cliffs' EBITDA interest coverage fell below 1.5x, this could occur if iron-ore prices fell below $50 per dmt, particularly if volumes also dropped and costs eked upwards. Though unlikely over the next year, we could also lower the rating if we viewed liquidity to be less than adequate. This could be spurred by cost overruns associated with the construction of the HBI plant. "We could revise the outlook to stable if we expect leverage to be sustained below 8x. This could happen if we revised our iron-ore prices to remain above $70 per metric ton, or if the company prepaid some of its debt." CORRECT CLAIM: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Correct Claim Public Adjusters, LLC PO Box 781733 San Antonio, TX 78278 Business Description: Based in El Paso, Texas, Correct Claim Public Adjusters, LLC, is a licensed public adjuster that helps homeowners in determining the value of their claim, reviewing their existing insurance policy to establish coverage, and documenting the claim for submittal to their insurer. The company's experience includes both broad-based events such as hurricanes, hailstorms, wildfires, explosions, or tornados, and single-property incidents including fires, theft, or plumbing-related water damage. CorrectClaim is also based in the Rio Grande Valley of Texas and in Denver, Colorado. CorrectClaim was founded by Sergio De La Canal. For more information, visit: http://www.correctclaim.com Chapter 11 Petition Date: December 6, 2017 Case No.: 17-16483 Court: United States Bankruptcy Court District of Nevada (Las Vegas) Judge: Hon. Laurel E. Davis Debtor's Counsel: Robert Atkinson, Esq. ATKINSON LAW ASSOCIATES LTD 8965 S. Eastern Ave Suite 260 Las Vegas, NV 89123 Tel: (702) 614 0600 Fax: (702) 614 0647 Email: robert@nv-lawfirm.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Sergio De La Canal, managing member. 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/azb17-16483.pdf CTI BIOPHARMA: Files 2nd Amendment to $200M Securities Prospectus ----------------------------------------------------------------- CTI Biopharma Corp. filed with the Securities and Exchange Commission Amendment No.2 to Form S-3 registration statement relating to the sale of a combination of common stock, preferred stock, debt securities, warrants, rights and units in one or more offerings, of up to an aggregate offering price of $200,000,000, in amounts, at prices and on terms to be determined at the time of each offering. Each time the Company offers securities, it will provide specific terms of the securities and the offering in one or more supplements to the prospectus. The Company's common stock is quoted on The NASDAQ Capital Market and on the Mercato Telematico Azionario, or the MTA, stock market in Italy under the symbol "CTIC." On Dec. 4, 2017, the last reported sale price of the Company's common stock on The NASDAQ Capital Market was $2.73 per share. The Company does not expect its preferred stock, debt securities, warrants, rights or units to be listed on any securities exchange or over-the-counter market unless otherwise described in the applicable prospectus supplement. A full-text copy of the Form S-3/A is available for free at: https://is.gd/76wR3Y About CTI BioPharma Based in Seattle, WA, CTI BioPharma Corp. (NASDAQ and MTA: CTIC) is a biopharmaceutical company focused on the acquisition, development and commercialization of novel targeted therapies covering a spectrum of blood-related cancers that offer a unique benefit to patients and healthcare providers. The Company has a late-stage development pipeline, including pacritinib for the treatment of patients with myelofibrosis. CTI BioPharma is headquartered in Seattle, Washington. For additional information and to sign up for email alerts and get RSS feeds, please visit www.ctibiopharma.com. CTI Biopharma reported a net loss attributable to common shareholders of $52 million for the year ended Dec. 31, 2016, a net loss attributable to common shareholders of $122.6 million for the year ended Dec. 31, 2015, and a net loss attributable to common shareholders of $95.99 million. The Company had $65.53 million in total assets, $37.12 million in total liabilities and $28.41 million in total shareholders' equity as of Sept. 30, 2017. The Company's available cash and cash equivalents were $52.8 million as of Sept. 30, 2017. CTI believes that its present financial resources, together with payments projected to be received under certain contractual agreements and its ability to control costs, will only be sufficient to fund its operations into the third quarter of 2018. This raises substantial doubt about the Company's ability to continue as a going concern. CTI BIOPHARMA: Will Sublease Company Office Space to Cascadian -------------------------------------------------------------- CTI BioPharma Corp. entered into a sublease agreement with Cascadian Therapeutics, Inc. on Dec. 4, 2017, pursuant to which the Company will sublease to Cascadian approximately 44,050 rentable square feet of office space located at the Company's headquarters at 3101 Western Avenue, Seattle, Washington. The Company currently leases approximately 66,045 square feet of office space pursuant to an Office Lease dated as of Jan. 27, 2012 (as amended by that certain letter amendment, dated as of June 7, 2012), by and between the Company and Selig Holdings Company L.L.C. The term of the Sublease will commence on Jan. 1, 2018 or such earlier date on which Cascadian's business operations substantially commence on the Sublease Premises and will expire on April 30, 2022. The rights and obligations of Cascadian under the Sublease will be subject to the terms of the Master Lease. No rent will be due during the first five calendar months of the Term so long as Cascadian performs all of its obligations under the Sublease. The monthly fixed rent payable by Cascadian under the Sublease will be $110,125 per month for the first twelve full months of the Term of the Sublease, with rent increasing on each anniversary of the Commencement Date by an amount equal to $1.00 per rentable square foot per annum for each year thereafter for the duration of the Sublease. The Sublease provides that after the first 12 months of the Term, Cascadian must pay the Company for Cascadian's share of increases in certain operating and property tax expenses in addition to the base rent. Cascadian's common stock is approximately 12.2% beneficially owned by BVF, Inc. and its affiliates. BVF Partners L.P., an affiliate of BVF, Inc., and certain of its affiliates are beneficial owners of approximately 20.00% of the Company's Common Stock, and Matthew Perry, president of BVF Partners L.P., serves on the Board of the Company. About CTI BioPharma Based in Seattle, WA, CTI BioPharma Corp. (NASDAQ and MTA: CTIC) is a biopharmaceutical company focused on the acquisition, development and commercialization of novel targeted therapies covering a spectrum of blood-related cancers that offer a unique benefit to patients and healthcare providers. The Company has a late-stage development pipeline, including pacritinib for the treatment of patients with myelofibrosis. CTI BioPharma is headquartered in Seattle, Washington. For additional information and to sign up for email alerts and get RSS feeds, please visit www.ctibiopharma.com. CTI Biopharma reported a net loss attributable to common shareholders of $52 million for the year ended Dec. 31, 2016, a net loss attributable to common shareholders of $122.6 million for the year ended Dec. 31, 2015, and a net loss attributable to common shareholders of $95.99 million. The Company had $65.53 million in total assets, $37.12 million in total liabilities and $28.41 million in total shareholders' equity as of Sept. 30, 2017. The Company's available cash and cash equivalents were $52.8 million as of Sept. 30, 2017. CTI believes that its present financial resources, together with payments projected to be received under certain contractual agreements and its ability to control costs, will only be sufficient to fund its operations into the third quarter of 2018. This raises substantial doubt about the Company's ability to continue as a going concern. DELCATH SYSTEMS: Has 32.35 Million Outstanding Common Shares ------------------------------------------------------------ Delcath Systems, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that as of Dec. 5, 2017, it had 32,355,137 shares of its common stock, $0.01 par value per share, issued and outstanding. 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. 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. DENVER SELECT: Taps EasonLaw as Litigation Counsel -------------------------------------------------- Denver Select Property, LLC, seeks approval from the U.S. Bankruptcy Court for the District of Colorado to hire EasonLaw, LLC, as litigation counsel. The firm will represent the Debtor in litigation arising from or related to its Chapter 11 case. This representation includes the investigation or prosecution of potential claims held by the Debtor. David Eason, Esq., the attorney who will be providing the services, will charge $300 per hour. The hourly rates for paralegal services range from $90 to $110. The firm received a retainer in the sum of $8,500. Mr. Eason disclosed in a court filing that he and his firm are "disinterested persons" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: David R. Eason, Esq. 1129 Cherokee St. Denver, CO 80204 Phone: (303) 381-3400 About Denver Select Property LLC Denver Select Property, LLC, is a small business debtor as defined in 11 U.S.C. Section 101(51D). The Debtor owns in simple interest a real property located at 3424-3440 Alvarado Road, Lawson, Colorado, valued at $1.07 million; and a real property located at 291 County Road 308 Dumont, Colorado, valued at $410,000. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 17-18217) on September 1, 2017. Greg Books, manager, signed the petition. At the time of the filing, the Debtor disclosed $1.57 million in assets and $2.68 million in liabilities. Judge Michael E. Romero presides over the case. Weinman & Associates, P.C. is the Debtor's bankruptcy counsel. DOLPHIN ENTERTAINMENT: Amends $6 Million Units Prospectus --------------------------------------------------------- Dolphin Entertainment, Inc. has filed with the Securities and Exchange Commission an amended registration statement in connection with the offering of $6,000,000 units with each unit consisting of one share of the Company's common stock, $0.015 par value per share and one warrant to purchase an undetermined share of its common stock per unit. The units will not be issued or certificated. Purchasers will receive only shares of common stock and warrants. The common stock and warrants are immediately separable and will be issued separately. The offering also includes the shares issuable from time to time upon exercise of the warrants. Dolphin Entertainment's shares of common stock are currently quoted on the OTC Pink Marketplace, operated by OTC Markets Group. The symbol for its common stock is "DPDM". There is currently no public market for its warrants. the Company has applied to have its common stock and warrants offered listed on The NASDAQ Global Market under the symbols "DLPN" and "DLPNW," respectively. On Dec. 1, 2017, the last reported sale price of the Company's common stock on the OTC Pink Marketplace was $6.00 per share. A full-text copy of the Amendment No. 2 to Form S-1 registration statement is available for free at https://is.gd/S90mJ1 About Dolphin Entertainment Based in Coral Gables, Florida, Dolphin Entertainment, Inc., formerly Dolphin Digital Media, Inc., is an independent entertainment marketing and premium content development company. Through its recent acquisition of 42 West, LLC, the Company provides expert strategic marketing and publicity services to all of the major film studios, and many of the leading independent and digital content providers, as well as for hundreds of A-list celebrity talent, including actors, directors, producers, recording artists, athletes and authors. The strategic acquisition of 42West brings together premium marketing services with premium content production, creating significant opportunities to serve respective constituents more strategically and to grow and diversify the Company's business. Dolphin's content production business is a long established, leading independent producer, committed to distributing premium, best-in-class film and digital entertainment. Dolphin produces original feature films and digital programming primarily aimed at family and young adult markets. Dolphin also currently operates online kids clubs; however it intends to discontinue the online kids clubs at the end of 2017 to dedicate its time and resources to the entertainment publicity business and the production of feature films and digital content. Dolphin Digital reported a net loss of $37.19 million for the year ended Dec. 31, 2016, following a net loss of $8.83 million for the year ended Dec. 31, 2015. As of Sept. 30, 2017, Dolphin Entertainment had $33.76 million in total assets, $31.02 million in total liabilities and $2.73 million in total stockholders' equity. BDO USA, LLP issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016. The Company, according to BDO USA, has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. EAVES INC: Hires W. Thomas Bible Law Firm as Counsel ---------------------------------------------------- Eaves, Inc., seeks approval from the U.S. Bankruptcy Court for the Eastern District of Tennessee, Southern Division, to employ W. Thomas Bible, Jr., Timothy Millirons and the Law Office of W. Thomas Bible, Jr., to represent it as counsel. Services required of the Counsel are: a. advise the applicant as to his rights, duties and powers as debtor-in-possession; b. investigate and if necessary, institute legal action on behalf of the Debtor to collect and recover assets of the estate of the Debtor; c. prepare and file the statements, schedules, plans, and other documents and pleadings necessary to be filed by the applicants in this case; d. assist and counsel the Debtor in the preparation, presentation and confirmation of the disclosure statement and plan of reorganization; e. represent the applicant at all hearings, meetings of creditors, conferences, trials, and other proceedings in this case; and f. perform such other legal services as may be necessary in connection with this case. W. Thomas Bible, Jr. and Timothy Millirons will be paid $250/hour for their services. Paralegal time will be billed at $105/hour. W. Thomas Bible, Jr. attests that the Firm and its members are disinterested persons, as that term is defined in 11 U.S.C. 101(14), and do not hold or represent an interest adverse to the estate. The Counsel can be reached through: W. Thomas Bible, Jr., Esq. LAW OFFICE OF W. THOMAS BIBLE, JR. 6918 Shallowform Road, Suite 100 Chattanooga, TN 37421 Phone: (423) 424-3116 Fax: (423) 553-0639 Email: wtbibleecf@gmail.com About Eaves, Inc. Based in Chattanooga, Tennessee, Eaves, Inc. filed a Chapter 11 petition (Bankr. E.D. Tenn. Case No. 16-15132) on November 8, 2017, listing under $1 million both in assets and liabilities. W. Thomas Bible, Jr. and Timothy Millirons at the Law Office of W. Thomas Bible, Jr. represents the Debtor as counsel. FERRARA CANDY: S&P Affirms Then Withdraws B- CCR on Ferrero Deal ---------------------------------------------------------------- S&P Global Ratings affirmed its 'B-' corporate credit rating on Chicago-based Ferrara Candy Co., with a stable outlook. S&P said, "Subsequently, we withdrew all ratings on Ferrara, including the corporate credit rating, the 'B-' issue-level and '3' recovery ratings on the company's $535 million first lien term loan due 2023, and the 'CCC' issue-level and '6' recovery ratings on the company's $140 million second lien term loan due 2023. This follows Ferrero Group's acquisition of the company and repayment of its debt." FIRST MIDWEST: Fitch Plans to Withdraw 'BB+' Sub. Debt Rating ------------------------------------------------------------- Fitch Ratings plans to withdraw the ratings on First Midwest Bancorp, Inc. on or about Jan. 5, 2018 for commercial reasons. Fitch currently rates First Midwest Bancorp, Inc. as follows: First Midwest Bancorp, Inc. -- Long-Term IDR at 'BBB-'; -- Short-Term IDR at 'F3'; -- Viability Rating at 'bbb-'; -- Subordinated debt at 'BB+'; -- Support at '5'; -- Support Floor at 'NF'. First Midwest Bank -- Long-Term IDR at 'BBB-'; -- Short-Term IDR at 'F3'; -- Long-Term deposits at 'BBB'; -- Short-Term deposits at 'F3'. -- Viability Rating at 'bbb-'; -- Support at '5'; -- Support Floor at 'NF'. First Midwest Capital Trust I -- Preferred stock at 'B+'. Fitch reserves the right in its sole discretion to withdraw or maintain any rating at any time for any reason it deems sufficient. Fitch believes that investors benefit from increased rating coverage by Fitch and is providing approximately 30 days' notice to the market of the rating withdrawal of First Midwest Bancorp, Inc. Ratings are subject to analytical review and may change up to the time Fitch withdraws the ratings. Fitch's last rating action for the above referenced entities was on Aug. 31, 2017. The ratings were affirmed and the Rating Outlook remained Stable. FLAMINGO FUNDING: Case Summary & 2 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Flamingo Funding, Inc. 766 Miller Avenue Brooklyn, NY 11207 Business Description: Based in Brooklyn, New York, Flamingo Funding, Inc., is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)) debtor. Its principal assets are located at 766 Miller Avenue, in Brooklyn, NY. Chapter 11 Petition Date: December 6, 2017 Case No.: 17-46554 Court: United States Bankruptcy Court Eastern District of New York (Brooklyn) Judge: Hon. Nancy Hershey Lord Debtor's Counsel: Gabriel Del Virginia, Esq. LAW OFFICES OF GABRIEL DEL VIRGINIA 30 Wall Street, 12th Floor New York, NY 10005 Tel: (212) 371-5478 Fax: (212) 371-0460 Email: gabriel.delvirginia@verizon.net Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Mr. Kennedy George, 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/nyeb17-46554.pdf FLAVORS HOLDINGS: Moody's Lowers CFR to Caa2; Outlook Negative -------------------------------------------------------------- Moody's Investors Service downgraded Flavors Holdings Inc.'s Corporate Family Rating (CFR) to Caa2 from B3 and its Probability of Default Rating to Caa2-PD from B3-PD. At the same time, Moody's downgraded the company's first lien revolver and first lien term loan to Caa2 from B3. Moody's also downgraded the company's second lien term loan to Ca from Caa2. The ratings outlook is negative. The downgrade reflects Moody's concern regarding the sustainability of Flavor's capital structure in light of its poor operating performance and weak liquidity. Moody's is concerned that Flavors will have difficulty remaining in compliance with its bank covenants, and will require covenant relief in the near term. Additionally, Moody's is concerned that unless operating performance meaningfully improves, Flavors' capital structure will become unsustainable. This could induce the company to pursue a transaction that Moody's would consider a distressed exchange, and hence a default. Moody's is concerned over the Flavor's weak liquidity and the slower than anticipated ramp up of its Whole Earth Sweetener businesses. The company's continued investment to market its Whole Earth Sweetener products has caused cash and revolver availability to decline to very low levels. This leaves little cushion for unforeseen events. Cash was $4.5 million and revolver availability was $1.9 million at September 30, 2017. Its Whole Earth Sweetener revenues are significantly below Moody's expectations due to the slow adoption of the products by retailers. Moody's anticipates that the company will not meet the first quarter 2018 financial leverage covenant under its credit facility. Moody's downgraded the following ratings: - Corporate Family Rating to Caa2 from B3 - Probability of Default Rating to Caa2-PD from B3-PD - $50 million revolving credit facility expiring 2019 to Caa2 (LGD 3) from B3 (LGD 3) - $350 million first lien term loan due 2020 to Caa2 (LGD 3) from B3 (LGD 3) - $50 million second lien term loan due 2021 to Ca (LGD 6) from Caa2 (LGD 6) The ratings outlook is negative. RATINGS RATIONALE Flavors' Caa2 Corporate Family Rating primarily reflects Moody's concern about Flavors' poor operating performance, weak liquidity, and the sustainability of the company's capital structure. The company's artificial sweetener and licorice businesses continue to face declining operating performance. It also has very high financial leverage given its significant debt load in the face of weak earnings and cash flow. Cash balances and revolver availability are low, and it is unlikely to remain in compliance with bank covenants without an amendment or waiver. Moody's notes the good profit margins on Flavors' legacy products, significant licorice inventory that could potentially provide cash if liquidated, and good geographic diversification. The negative outlook reflects Moody's expectation that Flavors' liquidity will remain weak and financial leverage will remain high. These are factors that could make the company's capital structure unsustainable, and increase the likelihood of a default. Ratings could be downgraded if liquidity weakens further. Moody's could also downgrade ratings if it believes that there is an increase in the probability that Flavors will have difficulty refinancing its debt, or that the company will pursue a transaction that Moody's would consider a distressed exchange and hence a default. Ratings could be upgraded if liquidity meaningfully improves and the company establishes a sustainable capital structure. Flavors Holdings, headquartered in New York, NY, manufactures, markets and distributes tabletop sweeteners and a variety of licorice products. Revenue was $290 million for the twelve months ended September 30, 2017. Sweeteners represent approximately 59% of Flavors' revenue and licorice products approximately 41%. Flavors is indirectly owned by MacAndrews & Forbes Incorporated. The principal methodology used in these ratings was Global Packaged Goods published in January 2017. GNC HOLDINGS: S&P Lowers CCR to CCC+, On CreditWatch Negative ------------------------------------------------------------- S&P Global Ratings lowered its corporate credit rating on the Pittsburgh, Pa.-based vitamin and supplement retailer GNC Holdings Inc. to 'CCC+' from 'B'. At the same time, S&P placed all ratings, including the corporate credit rating, on CreditWatch with negative implications. S&P also lowered the issue-level and recovery ratings on the company's secured credit facility to 'CCC+ with a '3' recovery rating, indicating its expectation for meaningful (50% to 70%; rounded estimate: 60%)recovery in the event of default. The CreditWatch placement follows GNC Holdings Inc.'s announcement that it has withdrawn its proposed debt financing and has retained Goldman Sachs to explore alternatives for its capital structure. S&P believes GNC is vulnerable and depends on favorable business or financial conditions to meet its obligations, given its near-term maturity with $300 million revolver due September 2018 (albeit, largely undrawn) and $1.1 billion term loan maturing March 2019. S&P expects to resolve the CreditWatch placement after evaluating GNC's ability to address the possible March 2018 going-concern opinion (if the term loan becomes current) and obtain long-term refinancing, as well as assessing the ongoing potential for a distressed exchange. GREENSTAR HOSPITALITY: Plan to be Funded by Business Income ----------------------------------------------------------- Greenstar Hospitality LLC, doing business as Cabana Motel, filed with the U.S. Bankruptcy Court for the Western District of Washington a disclosure statement explaining its chapter 11 plan of reorganization. Class D under the plan consists of the non-priority unsecured claims. There are seven non-priority unsecured claims totaling $7914.44. The Debtor will pay all unsecured claims to the extent that proceeds are available from the sale or refinance of the motel property within one year from the date of confirmation. In the event that there are insufficient proceeds to pay Class D claims 100%, they will be paid pro-rata to the extent that proceeds of sale or refinance are available. The Debtor will retain the right to object to any Class D claim. The pro rata share of the claimed amount of any claims which are then subject to objections as to which a Final Order has not been entered will be deposited in an interest-bearing bank account until a Final Order is entered. When Final Orders are entered disallowing or allowing and liquidating all Class D Claims, the remaining funds in the bank account will be distributed to the holders of all Class D Claims pro rata. Funds for implementation of the Plan will be derived from the Debtor's income or the operation of the business. The Debtor will continue to operate the Cabana Motel and pay ongoing expenses including a monthly interest payment to Plaza Bank of the lesser of $8,255.10 or any remaining unpaid principal balance for a period of up to one year until the claim can be paid in full upon sale or refinance of the estate's property. The income of the business will permit the payment of operating expenses while Debtor undertakes the necessary renovation to convert the Cabana to a Motel 6. Upon confirmation of the plan, Ahmed Fataftah will use a line of credit of $80,000 and credit cards of $71,226.20 for the renovations and purchases required by Motel 6 as conditions of the franchise agreement. Debtor anticipates that the renovations will take three months and will start as soon as the Plan is confirmed. The conversion to Motel 6 is anticipated to take place as soon as the renovations are complete, approximately 90 days after work commences. Once the conversion is complete the motel can be refinanced or sold as an operating Motel 6. In the event that the property is not sold or refinanced within one year from the effective date of the plan, the automatic stay under will terminate. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/wawb17-12815-82.pdf About Greenstar Hospitality Greenstar Hospitality LLC owns and operates a business known as the Cabana Motel located at 665 E. Windsor Street, Othello Washington, 99344. Its managing member and sole owner is Ahmed Fataftah. Its business manager is Sajjad Khan. Greenstar Hospitality filed for Chapter 11 bankruptcy protection (Bankr. W.D. Wash. Case No. 17-12815) on June 22, 2017, estimating its assets and liabilities at between $1 million and $10 million. Ahmed Fataftah, managing member, signed the petition. Judge Timothy W. Dore presides over the case. Lamont S. Bossard, Jr., Esq., at Iwama Law Firm, serves as the Debtor's bankruptcy counsel. HAPPY HOOKER: $30K Cash Payment from HH Towing to Fund Plan ----------------------------------------------------------- Happy Hooker Towing & Transportation, Inc., filed with the U.S. Bankruptcy Court for the District of Kansas a small business disclosure statement describing its plan of reorganization dated Nov. 21, 2017. The Plan provides for the sale of all assets of the Debtor's bankruptcy estate to HH Towing, Inc. HH Towing, Inc., is a new entity formed by Mark J. Ysidro and/or others to purchase these assets and continue providing towing and transportation services. General unsecured creditors are classified in Class 3, and will receive a pro rata share of $30,000 to be funded by the sale of estate assets to HH Towing, Inc., provided, however, (a) the unsecured claim of Community Bank will be subordinated to all other allowed unsecured claims; and (b) allowed unsecured claims under $500 will be paid in full on the Effective Date. Payments and distributions under the Plan will be funded by a cash payment from HH Towing, Inc. in the sum of $30,000. A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/ksb17-10974-93.pdf About Happy Hooker Towing & Transportation, Inc. Happy Hooker Towing & Transportation, Inc. filed a Chapter 11 bankruptcy petition (Bankr. D. Kan. Case No. 17-10974) on May 25, 2017, disclosing less than $1 million in both assets and liabilities. Judge Robert E. Nugent presides over the case. The Debtor is represented by Eric W. Lomas, Esq., at Klenda AustermanLLC. HAWKERS REALTY: Final Cash Collateral Order Entered --------------------------------------------------- The Hon. Jason D. Woodard of the U.S. Bankruptcy Court for the Northern District of Mississippi on Nov. 27 entered a final order allowing Hawkers Realty, LLC to use cash collateral of Peoples Bank. The Debtor and Peoples Bank represented to the Court that they negotiated the terms and conditions of the Final Order in good faith and at arm's length. The Order provides that the Debtor's Emergency Cash Collateral Motion was granted on an interim basis pursuant to Sec. 363 of the Bankruptcy Code and Bankruptcy Rule 4001 and was extended until November 16, 2017. The Order instructs Boa Vida Healthcare, LLC, to pay the entire $5,200 monthly rental to Peoples Bank and Peoples Bank will make $1,500 of the rental payment available to the Debtor. Peoples Bank has no obligation to fund the payment to the Debtor until the payment is made by Boa Vida. The funding under the court order is retroactive to the October rent payment due from Boa Vida and the Bank will fund the $1,500 for October and $1,500 for November when those payments are remitted by Boa Vida. The Debtor has indicated to the Court that it has an immediate and critical need to use cash collateral to make post-petition payroll payments and other related expenses. The Debtor's access to sufficient working capital and liquidity through the incurrence of postpetition financing via the use of cash collateral under the terms of this court order is vital to the preservation and maintenance of the going concern value of the Debtor's estate, the orderly operation of the Debtor's business and, ultimately, the success of the case. Consequently without access to the use of cash collateral, to the extent authorized pursuant to this Order, the Debtor and its estate would suffer immediate and irreparable harm. Peoples Bank has indicated that it is prepared to consent to the Debtor's use of the cash collateral provided that the Court authorizes the Debtor, pursuant to Sections 361 and 363 of the Bankruptcy Code, to grant to Peoples Bank a continuing postpetition lien in the account and rents generated by the Hamilton Road Building. A copy of the court order is available at: http://bankrupt.com/misc/msnb17-13529-59.pdf The Troubled Company Reporter reported on Oct. 16, 2017, that the Court entered an interim stipulation and agreed order between the Debtor and Trustmark National Bank, authorizing the use of the rents and income generated by the Property for an interim period commencing on the Petition Date and ending on the date of entry of a final order authorizing the use of cash collateral. As reported by the TCR on Oct. 27, 2017, First State Bank requested to prohibit or condition the Debtor's use of cash collateral, or in the alternative, for adequate protection. About Hawkers Realty Hawkers Realty LLC is a small, fairly new real estate broker and agent company based in Magee, Mississippi. Hawkers Realty filed a Chapter 11 petition (Bankr. N.D. Miss. Case No. 17-13529) on Sept. 21, 2017. The petition was signed by Kim McNulty, manager. At the time of filing, the Debtor estimated assets and liabilities between $500,000 and $1 million. The case is assigned to Judge Jason D. Woodard. The Debtor is represented by R. Michael Bolen, Esq., at Hood & Bolen, as counsel. Lender Peoples Bank is represented by: J. Walter Newman, IV, Esq. NEWMAN & NEWMAN 587 Highland Colony Parkway Ridgeland, MS 39157 Telephone: (601) 948-0586 Email: wnewman95@msn.com HOOVER GROUP: S&P Lowers CCR to 'B-' on Weak Operating Performance ------------------------------------------------------------------ S&P Global Ratings lowered its corporate credit rating on Houston-based Hoover Group Inc. to 'B-' from 'B'. The outlook is stable. S&P said, "At the same time, we lowered our issue-level ratings on the company's senior secured credit facility (consisting of a $30 million revolver due in 2020 and a $225 million term loan due in 2021) to 'B-' from 'B'. The recovery rating remains '3', indicating meaningful (50%-70%; rounded estimate: 55%) recovery in the event of a payment default. "The downgrade reflects Hoover's operating performance that is weaker than we expected following the 2016 merger with Ferguson Group and Catalyst & Chemical Containers Inc. (CCC), as end markets including offshore and petrochemical and refining, remain soft. In addition, competitive pricing pressures have limited the company's ability to offset restructuring and integration costs. As a result of these factors, leverage remains above 7x through the first nine months of 2017. Although we expect end markets to gradually recover over the next 12-18 months, we expect the company to only modestly deleverage to the low-7x area. Despite S&P's expectation that Hoover's leverage will remain high, it believes the company will maintain at least a 15% cushion under its maximum consolidated net leverage covenant over the next 12 months." S&P said, "The stable outlook reflects our expectation that the company will modestly reduce leverage from the 7.5x area in 2017 toward 7x by the end of 2018. Our forecast assumes that the company will generate negligible free cash flow and maintain adequate liquidity over the next 12-18 months. "We could lower our ratings on Hoover if the company's free cash flow turns negative and cushion under the company's covenant is significantly reduced. We could also lower our rating if continued weakness in the company's key end markets causes its profitability to decline, meaningfully weakens its credit measures above 8x, and there are no near-term prospects for improvement. "We could raise our ratings in the next 12 months if we are increasingly confident in the company's ability to generate free cash flow for debt reduction, driven by recovery in its end markets, such that we expect debt to EBITDA will be below 6.5x on a sustained basis." HUMBERTO VELA: PCO Files 3rd Report for Laredo Facility ------------------------------------------------------- Dr. Thomas A. Mackey, the patient care ombudsman appointed to Debtor Humberto Vela, Jr., submits a third report regarding the quality of care provided by San Agustin Home Health Services, the Debtor's facility in Laredo, Texas. On his Nov. 9, 2017 visit, the PCO observed that patient care at the Facility continues to be delivered in a manner equal to what was delivered prior to filing Chapter 11. There has been no apparent decrease inequality, safety or types of services from what existed prior to the filing. The PCO reports that systems and personnel are in place to provide quality safe care to patients of the Facility. The PCO believes the Facility is not jeopardizing or compromising quality or safety of care as a result of the Chapter 11 proceedings. However, as is the case for most health care facilities, there is great room for improvement. The Facility continues to address and make excellent progress on patient safety and quality issues previously discussed by the PCO. Currently, the PCO is satisfied with corrective actions on those issues and believes the infrastructure now in place is an improvement from the past. Patient census continues to decrease and is undoubtedly impacting the agency finances in a negative fashion. To date, the Debtor has not decreased staff or Facility infrastructure impacting the safety or quality of care. However, if finances continue to decline the infrastructure will probably need to change and consequently effect care delivery. Consequently, the PCO discussed marketing strategies to increase patient volume and services. The PCO recommends that all staff with patient contact must show proof of being immunized with the current flu vaccine by Nov. 17, 2017. Personnel unable to show proof will not be allowed patient contact until proof of immunization is provided. The facility must dedicate at least one in-service training to the importance of accurately recording patient vital statistics such as respirations and weights. At the next visit in January 2018, the PCO will review continued progress on the current and previous recommendations to determine if overall levels of patient safety and care are being maintained or improved. Additionally, the PCO will review the Annual Infection Program Evaluation, the Annual Tuberculosis Risk Assessment Plan and the Tuberculosis Annual Employee Aggregate Data Base. The PCO will also review multiple patient charts to determine if progress is being made on accurate recording of patient vital statistics. A full-text copy of the PCO's Third Report dated Nov. 13, 2017, is available at: http://bankrupt.com/misc/txsb17-50111-44.pdf About Humberto Vela Humberto Vela, Jr., filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 17-50111) on June 1, 2017. Mr. Vela operates a home health care agency in a one-story office building located at 1001 Corpus Christi Street, Laredo, Texas. Dr. Thomas A. Mackey was appointed patient care ombudsman. Humberto Vela, Jr., previously filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 15-50016) on February 17, 2015. IMPACTING A GENERATION: Unsecureds to Get $500 Per Month Under Plan ------------------------------------------------------------------- Impacting A Generation Inc. filed with the U.S. Bankruptcy Court for the Northern District of Georgia a small business disclosure statement regarding its plan of reorganization, a copy of which is available at: http://bankrupt.com/misc/ganb17-54072-35.pdf General unsecured creditors are classified in Class 2 and will receive a pro rata distribution of $500 per month until they receive 100% of their allowed claims. The Debtor will pay all claims from Debtor's post-petition income. The Plan provides that the Debtor will act as the disbursing agent to make payments under the Plan unless Debtor appoints some other person or entity to do so. The Debtor may maintain bank accounts under the confirmed Plan in the ordinary course of business. The Debtor may also pay ordinary and necessary expenses of administration of the Plan in due course. About Impacting A Generation Impacting A Generation Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 17-54072) on March 6, 2017. The petition was signed by Odis Sneed, chief executive officer. At the time of the filing, the Debtor estimated assets and liabilities of less than $500,000. Paul Reece Marr, Esq., at Paul Reece Marr, P.C., serves as the Debtor's legal counsel. ITRON INC: S&P Assigns 'BB' Corp Credit Rating, Outlook Stable -------------------------------------------------------------- S&P Global Ratings assigned its 'BB' corporate credit rating to Liberty Lake, Wash.–based Itron Inc. The outlook is stable. S&P said, "At the same time, we assigned our 'BB-' issue-level rating and '5' recovery rating to Itron's proposed $300 million senior unsecured notes due 2025. The '5' recovery rating indicates our expectation for modest (10%-30%; rounded estimate: 10%) recovery for lenders in the event of a payment default." Itron Inc. has agreed to acquire Silver Spring Networks for approximately $778 million (total consideration net Silver Spring's cash). The company is issuing $300 million of senior unsecured notes and a new first-lien facility, which will comprise a $650 million term loan A (unrated) and a $500 million revolving credit facility (unrated), to fund the acquisition and refinance its existing debt. S&P said, "Our rating reflects the company's good market position in the fragmented global metering industry, its expanded product and technology offerings, and its good geographic diversity, which are offset by its narrow focus on metering products and solutions and its relatively weak profit margins compared with those at its rated peers. The company's acquisition of Silver Spring will raise its leverage to about 4.0x at the close of the transaction, from around 1.4x as of Sept. 30, 2017. We expect that the company's leverage will improve to 3.5x in 2018 and 3.0x in 2019 absent any meaningful acquisitions or shareholder-friendly actions. "The stable outlook on Itron reflects our expectation that the company's expanded product and service offerings and modestly improving end-market demand will continue to support modest revenue growth and free cash generation. We expect the company's cost-savings initiatives to improve its margins such that its adjusted debt-to-EBITDA remains between 3.0x and 4.0x for the next 12-24 months. "We could lower our ratings on Itron over the next 12 months if its adjusted debt-to-EBITDA increases above 4.0x on a sustained basis. This could occur, for instance, if there is a significant decline in the company's revenue due to an economic downturn, an unforeseen drop in demand from its end markets, or if it encounters difficulties that create a delay in the fulfillment of its customers' orders. "Although unlikely in the next year given our leverage forecast, we could raise our ratings on Itron if its adjusted debt-to-EBITDA decreases below 3x and remains at that level. This could occur if the company exhibited stronger-than-expected revenue growth and improved EBITDA margins, allowing it to generate a higher-than-expected level of free cash flow to reduce its debt. To raise our rating, we would also expect the company to demonstrate a commitment to sustain its leverage below 3x even when incorporating acquisitions or share repurchases." JOHN BATISTA: Sale of Punta Gorda Condo Unit 507 for $570K Granted ------------------------------------------------------------------ Judge K. Rodney May of the U.S. Bankruptcy Court for the Western District of Pennsylvania authorized John Batista's sale of condominium Unit 507, Grand Isle Towers III + IV Desc in or 4673 PG 4145 PH II, Lee County, Florida, and commonly referred to as 3333 Sunset Key Cir 507, Punta Gorda, Florida, as well as personal property, to Mark G. Twombly and Cheryl A. Twombly for $570,000. A hearing on the Motion was held on Nov. 30, 2017. The sale is free and clear of any and all interests, liens, and encumbrances. The sale proceeds will exceed the aggregate amount of all interests, liens, and encumbrances on the Sunset Key Property. The sale proceeds will be used to pay costs of sale, including the broker's commission, and the Lee County tax collector in an amount necessary to pay all outstanding real estate taxes. The remaining proceeds will be divided evenly between the Debtor and the Debtor's spouse, Theresa Batista, with the Debtor's portion of be paid to the client trust account of Maney, Damsker & Jones, P.A., and the Debtor's spouse's portion to be paid to the client trust account of Jeffrey P. Cario, P.A. The Debtor is directed to file a closing statement with the Court within three business days of the closing. Hernando Beach, Florida-based John Basista sought Chapter 11 protection (Bankr. M.D. Fla. Case No. 17-05045) on June 9, 2017. The Debtor tapped McIntyre Thanasides Bringgold Elliott Grimaldi & Guito, P.A., as counsel; and Michael Saunders & Co. as real estate agent. Counsel for the Debtor can be reached at: MCINTYRE THANASIDES BRINGGOLD ELLIOTT GRIMALDI & GUITO, P.A. 500 E. Kennedy Blvd., Suite 200 Tampa, FL 33602 Telephone: (813) 223-0000 Facsimile: (813) 899-6069 KEVIN WRIGHT: $85K Sale of Philadelphia Property Approved --------------------------------------------------------- Judge Jean K. FitzSimon of the U.S. Bankruptcy Court for the Eastern District of Pennsylvania authorized Kevin J. Wright's sale of real property located at 1435 Myrtlewood Street, Philadelphia, Pennsylvania, to Philadelphia Renovation Group, LLC, for $85,000. The Debtor is authorized to pay at closing, real estate and transfer taxes, water/sewer liens, any and all other liens or encumbrances and ordinary settlement costs, and 6% realtor's commission to Keller Williams, Center City. Kevin J. Wright sought Chapter 11 protection (Bankr. E.D. Penn. Case No. 15-17104) on Oct. 1, 2015. Counsel for the Debtor: Michael H. Kaliner, Esq. ADELSTEIN & KALINER, LLC 350 S. Main Street Suite 105 Doylestown, PA 18901 Telephone: (215) 230-4250 KINDER MORGAN: S&P Rates Series 3 Preferred Shares 'BB+' -------------------------------------------------------- S&P Global Ratings assigned its 'BB+' (P-3 [High] Canadian National Scale Preferred Share Rating) issue-level rating to Kinder Morgan Canada Ltd.'s (KML) cumulative redeemable five-year minimum rate reset first preferred shares, series 3. The company intends to use the proceeds from the issue to partly finance the development and construction of the Trans Mountain expansion project and the Base Line Terminal project and other organic growth projects, to repay amounts outstanding under its credit facilities, and for general corporate purposes. S&P said, "We classify the series 3 preferred shares as having intermediate equity content because of their subordination, permanence, and optional deferability features, in line with our hybrid capital criteria. Consequently, we will treat 50% of the principal outstanding and accrued interest under the hybrids as equity rather than debt. We will also treat 50% of the related payments on these securities as equivalent to a preferred dividend." The corporate credit rating on KML is 'BBB', and the outlook is stable. Alberta-based KML operates a number of pipeline systems and terminal facilities, including the Trans Mountain pipeline, the Cochin pipeline, the Westridge marine and Vancouver Wharves terminals in British Columbia, and other terminals and crude oil loading facilities in Edmonton, Alberta. For KML's rating rationale, please refer to our research update published on June 2, 2017. Ratings List Kinder Morgan Canada Ltd. Corporate Credit Rating BBB/Stable New Rating Kinder Morgan Canada Ltd. Preferred shares Global scale BB+ Canada scale P-3(High) L & E RANCH: Kessner's Steven Guttman to be Paid $390 Per Hour -------------------------------------------------------------- L & E Ranch LLC has filed an amended application with the U.S. Bankruptcy Court for the District of Hawaii to employ Kessner Umebayashi Bain & Matsunaga. The firm will serve as the Debtor's legal counsel in its Chapter 11 case. Steven Guttman, Esq., the attorney who will be handling the case, will charge an hourly fee of $390. Other attorneys and paralegals with the firm will be billed at their regular hourly rates, according to the filing. The firm can be reached through: Steven Guttman, Esq. Kessner Umebayashi Bain & Matsunaga 220 South King Street, Suite 1900 Honolulu, HI 96801 Phone: 1-808-536-1900 About L & E Ranch LLC L & E Ranch LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Hawaii Case No. 17-01184) on November 10, 2017. Judge Robert J. Faris presides over the case. LA CONTESSA: Taps Becker & Poliakoff as Legal Counsel ----------------------------------------------------- La Contessa, Inc., seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Becker & Poliakoff, P.A., as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code and will provide other legal services related to its Chapter1 11 case. Jon Polenberg, Esq., the attorney who will be handling the case, disclosed in a court filing that the firm does not hold or represent any interest adverse to the Debtor's estate. Becker & Poliakoff can be reached through: Jon Polenberg, Esq. Becker & Poliakoff, P.A. 1 East Broward Boulevard, Suite 1800 Ft. Lauderdale, FL 33301 Tel: (954) 987-7550 Fax: 954-985-4176 Email: jpolenberg@bplegal.com About La Contessa Inc. Based in New York, La Contessa, Inc. is a privately-held company in the personal care services industry. It previously sought bankruptcy protection on Feb. 25, 2015 (Bankr. S.D.N.Y. Case No. 15-10414). The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 17-21549) on September 20, 2017. Thomas M. Priano, vice-president, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $50,000 and liabilities of $1 million to $10 million. Judge Raymond B. Ray presides over the case. LAREDO PETROLEUM: Moody's Hikes CFR to B1; Outlook Positive ----------------------------------------------------------- Moody's Investors Service upgraded Laredo Petroleum, Inc.'s Corporate Family Rating (CFR) to B1 from B2, Probability of Default Rating (PDR) to B1-PD from B2-PD, and senior unsecured notes to B2 from B3. The Speculative Grade Liquidity (SGL) Rating was affirmed at SGL-2. The rating outlook was changed to positive from stable. "Laredo Petroleum significantly reduced its debt balances utilizing most of the Medallion sale proceeds," commented Amol Joshi, Moody's Vice President. "It strengthens Laredo's balance sheet and credit metrics while also improving its liquidity." Issuer: Laredo Petroleum, Inc. Upgrades: -- Corporate Family Rating, Upgraded to B1 from B2 -- Probability of Default Rating, Upgraded to B1-PD from B2-PD -- Senior Unsecured Bonds/Debentures, Upgraded to B2 (LGD5) from B3 (LGD5) Affirmations: -- Speculative Grade Liquidity Rating, Affirmed at SGL-2 Outlook Actions: -- Outlook, changed to Positive from Stable RATINGS RATIONALE The B1 CFR reflects Laredo's growing production and reserves in the Permian's Midland Basin; a large, repeatable drilling inventory with relatively low geological risks and significant organic growth potential; a high degree of operational control along with retained gathering assets within its production corridors; management's track record of hedging production and extensive experience in the region. The B1 CFR is constrained by Laredo's relatively small scale and geographically concentrated upstream operations; relatively low proportion of crude oil in its existing production (45% of year-to-date production); and the significant capital expenditures required to develop its acreage and grow production. Laredo's senior unsecured notes are rated B2, one notch below the B1 CFR, reflecting the priority claim of the relatively large borrowing base senior secured credit facility due 2022 that has a first lien on most of Laredo's assets. Moody's believe that the B2 rating is more appropriate for the senior unsecured notes than the rating suggested by Moody's Loss Given Default Methodology because of the expectation of an increasing proportion of unsecured to secured debt in the capital structure. If the proportion of revolver debt to senior unsecured notes increases further, Laredo's notes could get downgraded. Laredo should have good liquidity through 2018, which is captured in the SGL-2 Speculative Grade Liquidity rating. The company will likely modestly outspend operating cash flow in 2018. Existing balance sheet cash and the availability under its undrawn revolver are expected to cover funding shortfalls through 2018. At September 30, 2017 the company had $21 million of cash, with $155 million outstanding under its credit facility. During the October 2017 redetermination, Laredo's borrowing base was reaffirmed at $1 billion. Laredo used the net cash proceeds from the Medallion sale to repay outstanding revolver debt and redeem $500 million of its senior unsecured notes due May 2022. Laredo is expected to end the year with around $100 million of balance sheet cash and $800 million of debt. The two financial covenants under Laredo's credit facility are a maximum Consolidated Total Leverage Ratio of 4.25x and a current ratio of at least 1.0x. There are no debt maturities until 2022. Moody's expects the company to have ample headroom under its covenants through 2018 based on projected spending and debt levels. The positive outlook is based on Moody's expectation that Laredo will deliver production growth at competitive costs and manage its capital program and liquidity prudently. The ratings could be upgraded if Laredo is able to sustain its retained cash flow (RCF) to debt ratio above 40% and leveraged full cycle ratio around 1.5x, while executing the company's growth strategy and minimizing cash flow outspend. The ratings could be downgraded if Laredo's RCF/debt ratio falls towards 20% or if the company's capital productivity were to significantly decline. Laredo Petroleum, Inc. is a Tulsa, Oklahoma based independent exploration and production (E&P) company with primary assets in West Texas' Midland Basin. The principal methodology used in these ratings was Independent Exploration and Production Industry published in May 2017. LDJ ENTERPRISE: Allowed to Use Cash Collateral on Interim Basis --------------------------------------------------------------- Judge Jason D. Woodard of the U.S. Bankruptcy Court for the Northern District of Mississippi has entered an agreed order conditionally authorizing LDJ Enterprise, LLC to use the cash collateral of VFC Partners 25, LLC on an interim basis. Pursuant to a certain Promissory Note and Deed of Trust, the Debtor is indebted to VFC Partners in the original principal amount of $1,612,190 bearing interest rate of 8% per annum. In addition to the Note and Deed of Trust, the Debtor has also executed a Security Agreement in favor of VFC Partners, granting VFC Partners a security interest in, among other collateral: "all rents, leases, income, revenues, issues, profits, royalties, and other benefits arising or derived or to be derived from, or related to, directly or indirectly, the real estate and improvements located at 2603 South Gloster, Tupelo, Lee County, Mississippi 38804." Accordingly, VFC Partners has a perfected security interest in the Debtor's cash collateral. The Court has been advised that Trimont Real Estate Advisors, LLC, in its capacity as agent and attorney-in-fact of VFC Partners, and the Debtor have reached an agreement for interim use of cash collateral, subject to following terms and conditions: A. Commencing in November 2017, the Debtor will begin making monthly adequate protection payments to Trimont in the amount of $8,000 on the 1st day of each month until further order of the Court or confirmation of a plan of reorganization. B. All remaining cash collateral now in the Debtor's possession or paid to the Debtor will be maintained in the DIP account and used solely for real estate taxes and insurance regarding the real property secured by VFC Partners' mortgage lien, including outstanding accrued real estate taxes associated with the property at issue, repayment of $25,297.72 paid by the third-party Samaritan Gardens on behalf of the Debtor for real estate taxes as identified in the Debtor’s motion for authority to use cash collateral or other obligations as may be ordered by the Court. C. The Debtor will provide Trimont with monthly account statements for the DIP account by the 20th day of each month for the preceding month. The Debtor will be required to deposit all cash collateral receivables in the DIP account D. Upon reasonable notice by Trimont, the Debtor will permit representatives of Trimont (and any accountants, attorneys or other professionals they may retain) to have access to the books and records of the Debtor during reasonable business hours for inspection and auditing purposes. E. The Debtor will maintain hazard insurance policies on all collateral pledged to VFC Partners, listing VFC Partners as a loss payee on all such hazard insurance policies. F. In the event the Debtor defaults under any term or condition of the Order and fail to cure such default, and upon Trimont filing a Notice of Default with the Court, the Debtor will immediately: (1) cease using VFC Partners' cash collateral; and (2) deliver to Trimont all cash collateral in its possession or subject to his control, which subsequently comes into the possession of the Debtor. Further, the automatic stay of 11 U.S.C. Section 362 will be deemed dissolved, terminated and annulled as it applies to VFC Partners without further order of the Court to enable it to exercise its rights and remedies under state or federal law to its collateral. A full-text copy of the Agreed Order is available for free at: http://bankrupt.com/misc/msnb17-11088-68.pdf About LDJ Enterprise Headquartered in Tupelo, Mississippi, LDJ Enterprise, LLC, filed for Chapter 11 bankruptcy protection (Bankr. N.D. Miss. Case No. 17-11088) on March 23, 2017, estimating assets and liabilities of less than $50,000. Lisa Pulliam, its administrator, signed the petition. The Debtor tapped Dalton Middleton, Esq., at Middleton & Tinsley Law Firm, PLLC, to serve as legal counsel in connection with its Chapter 11 case. LEXINGTON HOSPITALITY: Committee Taps Bunch & Brock as Counsel -------------------------------------------------------------- The official committee of unsecured creditors of Lexington Hospitality Group LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Kentucky to hire Bunch & Brock, PSC as its legal counsel. The firm will advise the committee regarding its duties under the Bankruptcy Code; participate in the formulation of a bankruptcy plan; advise the committee regarding any potential sale of the Debtor's assets; and provide other legal services related to the Debtor's Chapter 11 case. The firm's hourly rates are: W. Thomas Bunch II $400 Matthew Bunch $400 Caryn Belobraidich $350 Paralegals $110 W. Thomas Bunch II, Esq., disclosed in a court filing that the firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: W. Thomas Bunch II, Esq. Bunch & Brock, PSC 271 West Short Street, Suite 805 Lexington, KY 40507-1217 Phone: (859) 254-5522 Fax: (859) 233-1434 Email: tom@bunchlaw.com About Lexington Hospitality Headquartered in Aurora, Illinois, Lexington Hospitality Group LLC -- http://www.clarionhotellexingtonky.com/-- owns the Clarion Hotel Conference Center South, a hotel located at 5532 Athens Boonesboro Road Lexington, Kentucky, known as Clarion Hotel Conference Center South. The Hotel, located in the heart of the bluegrass and 'Horse Capital of the World,' has 149 well-appointed guest rooms, an indoor heated pool and hot tub, a seasonal outdoor pool, a fitness center and an on-site restaurant and bar. Lexington Hospitality filed for Chapter 11 bankruptcy protection (Bankr. E.D. Ky. Case No. 17-51568) on Aug. 3, 2017, estimating its assets and liabilities at between $1 million and $10 million each. The petition was signed by Kenneth Moore/Janee Hotel Corporation, its manager. Judge Gregory R. Schaaf presides over the case. Laura Day DelCotto, Esq., Jamie L. Harris, Esq., and Sara A. Johnston, Esq., at Delcotto Law Group PLLC, serve as the Debtor's bankruptcy counsel. LTD MANAGEMENT: U.S. Trustee Objects to Adequacy of Plan Outline ---------------------------------------------------------------- U.S. Trustee William K. Harrington objects to the adequacy of Debtor LTD Management, Inc.'s disclosure statement, dated Oct. 27, 2017, in support of the Debtor's plan of reorganization. The Debtor states on page 5 that it has revived or is in the process of reviving the LTD Management, Inc. corporation with the New Hampshire Secretary of State. The Debtor later states it is a corporation organized and existing under the laws of the State of New Hampshire. According to records on file with the New Hampshire Secretary of State, the corporation was dissolved Sept. 8, 2010, more than seven years ago. New Hampshire state law permits a dissolved corporation to be reinstated, but if more than 3 years have expired since the date of dissolution, the requirements to reinstate are more onerous. The U.S. Trustee calls upon the Debtor to state whether it has submitted its application for reinstatement and whether it has reason to believe that the corporation will be reinstated. The Debtor states that its president and sole stockholder, Ms. Lisa D'Aoust, will receive shares in the Debtor upon confirmation in recognition for the $19,000 of contributions she has made pre-petition and during the case. The Debtor implies that the $19,000 payments unequivocally constitute "new value" that would allow the shareholder to retain her interest in the company even though unsecured creditors are receiving a projected 17.68% dividend. The U.S. Trustee submits that these payments do not unequivocally constitute "new value" under the absolute priority rule set forth in 11 U.S.C. section 1129(b)(2)(B). In addition, the Debtor's Liquidation Analysis of the Disclosure Statement concludes that unsecured claims would likely receive no dividend. However, the Debtor does not disclose the amount of cash on hand, or how that would likely be disbursed in the event of a liquidation. The Troubled Company Reporter previously reported that under the plan, the Debtor will make payments toward general unsecured claimants for the 60 months following the Effective Date at $100 per month starting 30 days after the Effective Date for a total payment of $6,000 which is a 17.68% distribution. The Debtor reserves the right to make this payment in a lump sum from non-debtor funds should Ms. D'Aoust wish to contribute her personal funds. When a total of $6,000 has been paid, whether by monthly payment, lump sum, or a combination of the two, the debt will be deemed satisfied in full. A full-text copy of the U.S. Trustee's Objection is available at: http://bankrupt.com/misc/nhb17-10684-77.pdf Office of the U.S. Trustee: Geraldine Karonis Assistant U.S. Trustee Office of the United States Trustee 1000 Elm Street, Suite 605 Manchester, NH 03101 (603) 666-7908 bnh 01853 About LTD Management Headquartered in Raymond, New Hampshire, LTD Management, Inc., was formed in July 1992 for the purpose of owning real estate located at 63 Route 27 Raymond, New Hampshire, and leasing out certain units within the building. Lisa D'Aoust owns a 100% interest in LTD. LTD Management filed for Chapter 11 bankruptcy protection (Bankr. D.N.H. Case No. 17-10684) on May 10, 2017, estimating its assets and liabilities at between $100,001 and $500,000. Cheryl C. Deshaies, Esq., at Deshaies Law, serves as the Debtor's bankruptcy counsel. No trustee or examiner has been appointed in the Debtor's case, and no official statutory committee has yet been appointed or designated by the U.S. Trustee. LVBK LLC: Sale of Las Vegas Property to Starr for $225K Denied -------------------------------------------------------------- Judge August B. Landis of the U.S. Bankruptcy Court for the District of Nevada denied LVBK, LLC's sale of real property located at 318 Lingering Lane, Las Vegas, Clark County, Nevada, APN 178-20-811017, to Jeffrey Starr for $225,000. A hearing on the Motion was held on Nov. 8, 2017 at 1:30 p.m. The Court does not believe that it has jurisdiction over the matter pursuant to the order confirming the plan of reorganization entered on Oct. 14, 2016. The Court noted that, pursuant to the confirmation order, all of the rights have vested into the Debtor and the Debtor has the right to sell the property pursuant to the Second Amended Plan of Reorganization and does not need any further authorization from the Court nor does the Court feel it has further jurisdiction over the matter. About LVBK LVBK, LLC, acquired a number of properties from bankruptcy court auctions. It then attempted to work with the lenders, but the lenders would not cooperate with the company and commenced foreclosure. LVBK then filed for bankruptcy to stop the foreclosures. LVBK, LLC, sought Chapter 11 protection (Bankr. D. Nev. Case No. 14-17789) on Nov. 21, 2014. Judge August B. Landis is assigned to the case. The Debtor disclosed assets at $2.84 million and liabilities at $49,742. The petition was signed by Steven T. Gregory, manager. The Debtor tapped David J. Winterton, Esq., at David J. Winterton & Assoc., Ltd., as counsel. M & G USA: Taps Rothschild as Financial Advisor, Investment Banker ------------------------------------------------------------------ M & G USA Corporation seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire financial advisors and investment bankers. In a court filing, M & G proposes to employ Rothschild Inc. and Rothschild S.p.A. to provide these services in connection with the Chapter 11 cases filed by the company and its affiliates: (a) identifying and initiating potential transactions; (b) analyzing the Debtors' assets and their operating and financial strategies; (c) analyzing the business plans and financial projections prepared by the Debtors; (d) evaluating the Debtors' debt capacity in light of their projected cash flows and assisting in the determination of an appropriate capital structure; (e) assisting the Debtors and their other professionals in reviewing the terms of any proposed transaction and, if directed, in evaluating alternative proposals for a transaction; (f) determining a range of values for the Debtors and any securities that they offer or propose to offer in connection with a transaction; (g) advising the Debtors on the risks and benefits of considering any potential transaction with respect to their intermediate and long-term business prospects and strategic alternatives to maximize their business enterprise value; (h) analyzing any proposal the Debtors receive from third parties in connection with a transaction; (i) assisting or participating in negotiations; (j) assisting the Debtors in identifying, approaching and negotiating with financing sources for any proposed new capital raise; (k) in connection with a "company M&A transaction," assisting the Debtors in identifying possible counterparties for a potential transaction; assisting them in their assessment of the financial aspects of a transaction; assisting them in structuring a transaction; and participating in negotiations concerning the financial aspects of a transaction; (l) attending meetings of the Debtors' Board of Directors, creditor groups, official constituencies and other interested parties; and (m) if requested by the Debtors, participating in hearings before the court and providing testimony. The firms will be compensated according to this fee arrangement: (i) an upfront fee of $250,000; (ii) an advisory fee of $200,000 per month; (iii) a "completion fee" of $5 million, payable upon the closing of a company restructuring transaction or a company credit bid transaction; (iv) upon the closing of a company M&A transaction, a fee equal to the greater of the completion fee, and a fee calculated pursuant to the engagement agreement, including by reference to this table: Aggregate Consideration Company M&A Transaction (Dollars in Millions) Fee Percentage ----------------------- ----------------------- $250 2.00% $500 1.60% $750 1.40% $1,000 1.30% $2,000 1.20% (v) a "new capital fee" equal to 1% of the face amount of any debtor-in-possession financing raised, which will be reduced by 50% solely with respect to any portion of new capital raised from Grupo Financiero Inbursa, DAK Americas (or any subsidiary of Alfa S.A.B. de C.V.), TPG, Och-Ziff or any of their respective affiliates; and (vi) Rothschild has agreed to credit against any completion fee or company M&A transaction fee, without duplication, 50% of monthly fees paid in excess of $1.2 million, and 50% of the new capital fees paid. Neil Augustine, executive vice-chairman of North American Global Advisory at Rothschild, disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firms can be reached through: Neil A. Augustine Rothschild Inc. 1251 Avenue of the Americas, 33rd Floor New York, NY 10020 Phone: 1-212-403-3500 Fax: 1-212-403-3501 About M & G USA Corporation M & G USA Corporation and affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 17-12307) on October 30, 2017. The petition was signed by Dennis Stogsdill, chief restructuring officer. Judge Brendan L. Shannon presides over the cases. Jones Day represents the Debtors as their bankruptcy counsel. The Debtors hired Pachulski Stang Ziehl & Jones LLP as conflicts counsel and co-counsel; Alvarez & Marsal North America, LLC as restructuring advisor; and Prime Clerk LLC as administrative advisor. At the time of filing, the Debtors estimate $1 billion to $10 billion both in assets and liabilities. Founded in 1953, M&G Group is a privately owned chemical company in Italy and is controlled through the holding company M&G Finanziaria S.p.A. The M&G Group -- specifically, its chemicals division, which includes the Debtors -- is a producer of polyethylene terephthalate resin for packaging applications. On November 13, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. MARKS FAMILY: Taps Hietpas Group as Accountant ---------------------------------------------- Marks Family Trucking, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Wisconsin to hire Hietpas Group as its accountant. The firm will prepare and file corporate tax returns for the Debtor for tax years 2014 to 2017, and negotiate and liaison with the Internal Revenue Service and Wisconsin Department of Revenue about assessed taxes and penalties. Hietpas Group's hourly rates range from $145 to $195. The firm has agreed to a fee cap of $35,000. Ryan Guckenberger, an accountant employed with Hietpas Group, disclosed in a court filing that he and his do not have any interest adverse to the Debtor's estate, creditors or equity security holders. The firm can be reached through: Ryan Guckenberger Hietpas Group 14 N. Main Street Mayville, WI 53050-1636 Phone: (920) 387-3356 Fax: (920) 387-3083 About Marks Family Trucking Marks Family Trucking, LLC, is engaged in contract truck hauling. The Company owns a fee simple interest in a property located at 5230 E. Burnett Street, Beaver Dam, Wisconsin -- office, garage and yard -- from which it operated. It paid $350,000 for the property five years ago and the current value is thought to be at least this much. Marks Family Trucking sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Wis. Case No. 17-26876) on July 13, 2017. Rebecca L. Marks, its manager, signed the petition. The Debtor disclosed $1.65 million in assets and $969,984 in liabilities as of the bankruptcy filing. Judge Susan V. Kelley presides over the case. The Debtor hired Steinhilber Swanson LLP as counsel. On Aug. 11, 2017, the court appointed Auction Specialists as auctioneer. MB AEROSPACE: S&P Assigns Preliminary 'B' Corp. Credit Rating ------------------------------------------------------------- On Dec. 5, 2017, S&P Global Ratings assigned its preliminary 'B' long-term corporate credit rating to MB Aerospace Holdings II Corp. (MB). The outlook is stable. At the same time, S&P assigned its preliminary 'B' issue rating with a recovery rating of '3' to the proposed $255 million first-lien term loan due in 2024 and $50 million revolving credit facility (RCF) due in 2022, to be issued by MB. This reflects our expectations of meaningful (50%-70%; rounded estimate 60%) recovery in the event of payment default. The preliminary ratings are based on a proposed capital structure, once the planned refinancing and acquisition transaction are completed. The final ratings will depend on S&P's receipt and satisfactory review of all final transaction documentation. Accordingly, the preliminary rating should not be construed as evidence of the final rating. If S&P Global Ratings does not receive final documentation within a reasonable time frame, or if final documentation departs from materials reviewed, S&P reserves the right to withdraw or revise its ratings. Potential changes include, but are not limited to, utilization of loan proceeds, maturity, size and conditions of the facilities, financial and other covenants, security, and ranking. S&P said, "Our preliminary 'B' rating on MB is supported by the company's business position as a maker of aero-engine components for leading global engine manufacturers. Pro-forma for the acquisition of Asian Compressor Technology Services (ACTS), it supplies both commercial aerospace (60% of revenues) and defense (29%) end-markets, as well as gas turbines (8%). MB's parts are included in 85 different engine platforms, across several purchasing points in different locations for each major customer. Revenues are supported across the engine lifecycle with parts for new engines in production (around 60% of revenues), as well for existing engines no longer in production (around 20%) and aftermarket repairs (around 20%). MB has long-standing contractual relationships with key customers and for about 80% of its revenues, acts as the sole supplier. The 10 largest platforms by volume account for 46% of revenues and no more than 8% for any one platform. MB's management expects that next generation engines will make up 20% of revenues by 2020. Long certification processes also support the business. MB demonstrates historical S&P Global Ratings-adjusted EBITDA margins of 14%-16%, which we expect to rise to around 19% due to the ACTS acquisition. This compares well with other component manufacturers." MB is a small, niche market player whose customers are far larger and stronger, which creates an imbalance of pricing and bargaining power. S&P said, "We view this as constraining MB's business risk profile. This challenge is exacerbated by MB's high degree of customer concentration; Pratt & Witney accounts for 63% of MB's sales so far in 2017. Other key customers are Rolls-Royce and General Electric, which combined account for a further 24%. This exposes MB to the risk that a reduction in business from just a few key customers could hurt the business. MB's business model also operates a make-to-print strategy, which we see as less value adding than risk-sharing models, increasing the risk of switching. However, this reduces the required level of research and development spending." S&P said, "Our assessment of MB's financial risk profile is constrained by its highly leveraged capital structure. On an S&P Global Ratings-adjusted basis, pro forma for the transaction at year-end 2018, we expect MB's ratios of debt to EBITDA and funds from operations (FFO) to debt to be about 6.9x and 9%, respectively, improving slightly in 2019. We envisage negative free operating cash flow (FOCF) in 2018, becoming positive in 2019. We see MB as likely to make further bolt-on acquisitions to support business growth. We make limited adjustments to MB's reported debt and EBITDA figures." In S&P's base-case scenario: -- Demand for MB's engine components will be supported by higher production volumes by key customers and the sizable aircraft backlogs of airframe manufacturers Airbus and Boeing. -- S&P expects MB's revenues to increase by about 25% in 2018 due to growth in its own business and due to the ACTS acquisition, with more modest annual growth thereafter. -- S&P expects EBITDA margins to increase to about 19% in 2018, and stabilize at this level. -- S&P see modest working capital outflows, and higher levels of capital expenditure (capex) during the next couple of years. Negative FOCF in 2018, becoming positive in 2019. -- Given past acquisition-led growth, we envisage future modest transactions. No dividend payments are assumed. Based on these assumptions, S&P arrives at the following credit measures: -- Debt to EBITDA of 6.9x in 2018 declining to about 6.4x in 2019. -- FFO to debt of around 9%. -- FFO cash interest cover of around 2.5x. U.S.-incorporated and jointly headquartered in the U.K. and the U.S., MB supplies metallic aero-engine parts to major aero-engine manufacturers. The company provides a wide variety of engine components such as casings, fabricated assemblies, and rotating components for a wide range of different engines. MB also provides repair as well as sales of aftermarket components. MB's manufacturing plants are in the U.S., the U.K., and Poland and--following the acquisition of ACTS, expected to close in early 2018--in Taiwan. In 2016, MB had revenues of $234 million. MB's acquisition of ACTS will cost up to $115 million (including $20 million upfront royalty payments and potential earn-out payments of $30 million over three years). ACTS provides repair and maintenance services for aero-engines. Since 2015, MB has been owned by Blackstone Capital Partners, which we regard as a financial sponsor. S&P said, "The stable outlook reflects our expectations that MB will maintain debt to EBITDA of above 5x while improving EBITDA margins to around 19% during the 12 months after the transaction closes. We expect an FFO cash interest coverage ratio of above 2x. "We could downgrade MB if its FFO cash interest coverage ratio decreases to below 2x because of operational setbacks or debt-financed acquisitions. We could also take a negative rating action if MB's profitability--measured by its EBITDA margin--declined below 15%, or its ratio of debt to EBITDA was weaker than 7x. "While unlikely, we could consider a positive rating action if MB materially diversified its portfolio of customers and maintained positive FOCF. A ratio of debt to EBITDA sustainably stronger than 5x, as well as a supportive financial policy, could also lead us to raise the rating." MCCLATCHY CO: Vijay Ravindran Named to Board Of Directors --------------------------------------------------------- McClatchy announced the appointment of Vijay Ravindran to its board of directors, effective Jan. 1, 2018. Ravindran is an accomplished entrepreneur and technology executive with experience in online retail at Amazon and the news media industry for The Washington Post Company. He is currently co-founder and CEO of Floreo, a venture-backed start-up developing virtual reality therapy for children with social and communication delays. "It is truly an honor to join the Board of McClatchy," said Ravindran. "I look forward to working with the Board to ensure a rich future for local news." "We are excited to welcome Vijay to the Board of Directors," said McClatchy President and CEO Craig Forman. "Vijay's understanding of the essential role of local journalism, coupled with his broad technology and leadership experience, will contribute significantly to our business growth and digital transformation." Ravindran's career spans digital commerce and news media. He joined Amazon in 1998 when the company sold books and music. He later served as director of the ordering department at Amazon and led the team that launched Amazon Prime. As chief digital officer for The Washington Post Company, he founded WaPo Labs and oversaw the development of over a dozen products in digital news and launched Washington Post Social Reader and Trove, a personalized news web application. He is an engineering graduate of the University of Virginia and serves on the Board of the Lenfest Institute, which develops and supports sustainable business models for local journalism. With the appointment of Ravindran, McClatchy's board of directors now consists of twelve members, including three Class A directors and nine Class B directors. About McClatchy McClatchy operates 30 media companies in 14 states, providing each of its communities with news and advertising services in a wide array of digital and print formats. McClatchy 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 is headquartered in Sacramento, Calif., and listed on the New York Stock Exchange American under the symbol MNI. McClatchy reported a net loss of $34.19 million for the year ended Dec. 25, 2016, compared to a net loss of $300.2 million for the year ended Dec. 27, 2015. As of 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. * * * 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's Caa1 Corporate Family Rating reflects persistent revenue pressure on the company's newspaper and print operations, reliance on cyclical advertising spending, and its high leverage including a large underfunded pension. MEDONE HEALTHCARE: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Medone Healthcare, LLC P.O. Box 24757 Tempe, AZ 85282-4757 Business Description: Based in Tempe, Arizona, Medone Healthcare, LLC, is a provider of home health care services including: wound, infusion, ventilators, powered mobility, enteral, urology, respiratory, sleep and durable medical equipment. The company is accredited by the nationally recognized HQAA (Healthcare Quality Association on Accreditation). Visit https://www.medoneaz.com for more information. Chapter 11 Petition Date: December 6, 2017 Case No.: 17-14457 Court: United States Bankruptcy Court District of Arizona (Phoenix) Judge: Hon. Paul Sala Debtor's Counsel: Joseph E. Cotterman, Esq. JENNINGS, STROUSS & SALMON, P.L.C. One East Washington Street, Suite 1900 Phoenix, AZ 85004-2554 Tel: 602-262-5949 Fax: 602-495-2645 Email: jcotterman@jsslaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Stephan Kindt, 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/azb17-14457.pdf MERCER INT'L: Moody's Rates New $300MM Sr. Unsecured Notes B1 ------------------------------------------------------------- Moody's Investors Service assigned a B1 rating to Mercer International Inc.'s new $300 million senior unsecured notes offering. The net proceeds, along with cash on hand, will be used to repurchase the $300 million of the company's existing $400 million 7.75% senior unsecured notes due 2022. The company's Ba3 corporate family rating, Ba3-PD probability of default rating and SGL-1 liquidity rating are unchanged. The outlook is stable. "Mercer's existing ratings are unchanged as the transaction is leverage neutral, however, the refinancing extends out maturities while lowering the company's cost of capital", said Ed Sustar, Moody's Senior Vice President. Assignments: Issuer: Mercer International Inc. -- Senior Unsecured Regular Bond/Debenture, Assigned B1 (LGD4) RATINGS RATIONALE Mercer's Ba3 CFR is primarily driven by its leading global market position in northern bleached softwood kraft (NBSK) pulp, the stability provided by material energy and chemical earnings, the diversity of three pulp mills and a sawmill, the volatility of pulp prices and expected mid-cycle leverage under 4x times. Mercer's financial performance is significantly influenced by the volatile demand and pricing for market pulp, which is strongly impacted by demand from China and new global supply. Operating margins have fluctuated significantly over the past several years due to the cyclical nature of the fragmented pulp industry, as well as foreign exchange fluctuations (with pulp sales denominated in US$ and with assets located in Canada and Germany). Mercer's sale of the excess energy it generates represents about 40% of EBITDA and mitigates pulp price volatility. Mercer's financial leverage is expected to be about 3.8x over the next 12 to 18 months as pulp prices decline towards long term averages. Mercer's has strong liquidity (SGL-1), supported by US$157 million in cash (September 2017) and about US$180 million of unused availability under four credit facilities totaling about US$210 million (with Euro 5 million maturing 2018 and the rest maturing between 2019 and 2022). Moody's expect break-even free cash flow generation in 2018 given higher than normal capital expenditure levels. Mercer does not have any debt maturities over the next several years and Moody's expect the company to remain well within its covenants. The company's fixed assets are unencumbered, which might provide alternate liquidity if needed. The stable rating outlook reflects Moody's expectation that Mercer will be able to maintain good operating performance and liquidity through volatile industry conditions. Mercer's credit protection measures are expected to weaken slightly over the next 12 to 18 months as NBSK prices decline (as the ramp-up of new pulp capacity exceeds demand growth) and as Mercer's largest pulp mill (Stendal) undergoes its scheduled maintenance outage (every 18 months). The ratings may be upgraded if the company is expected to maintain strong liquidity and mid-cycle leverage around 3.0x (3.2X LTM September 2017). The ratings may be downgraded if liquidity is expected to weaken materially and mid-cycle leverage is expected to exceed 4.0X (3.2X LTM September 2017). The principal methodology used in these ratings was Global Paper and Forest Products Industry published in October 2013. Mercer International, Inc. is a leading producer of northern bleached softwood kraft (NBSK) pulp through two mills in Germany and one in British Columbia, Canada. In April 2017, the company acquired one of Germany's largest sawmills. Incorporated in the State of Washington and headquartered in Vancouver, B.C., Mercer is a public company that generated approximately US$1 billion of revenue for the twelve months ended September 2017. MERCER INT'L: S&P Rates New US$300MM Sr. Unsecured Notes BB- ------------------------------------------------------------ S&P Global Ratings said it assigned its 'BB-' issue-level rating and '3' recovery rating to Mercer International Inc.'s proposed US$300 million senior unsecured notes due 2026. The proposed notes will rank pari passu with the existing 2022 and 2024 senior unsecured notes. The '3' recovery rating reflects S&P's expectation for meaningful (50%-70%; rounded estimate 50%) recovery in the event of default. The company intends to use note proceeds, along with cash on hand, to redeem US$300 million of its US$400 million senior unsecured notes outstanding, due 2022. S&P expects the transaction will improve Mercer's debt maturity profile further supporting S&P's strong liquidity profile on the company. S&P said, "Our ratings on Mercer are unchanged, including our 'BB-' long-term corporate credit rating with a stable outlook. The corporate credit rating primarily reflects the company's limited product and asset diversity and exposure to volatile pulp prices. The rating also incorporates Mercer's favorable cost position, operating large and well-capitalized mills while being net energy producers. We expect the company to generate adjusted debt-to-EBITDA in the low 3x area in 2018 supported by strong pulp prices we believe will remain near current levels over the next year." RATINGS LIST Mercer International Inc. Corporate credit rating BB-/Stable/-- New Rating Assigned US$300 million sr unsecured notes BB- due 2026 Recovery rating 3(50%) NAVITAS MIDSTREAM: S&P Assigns 'B' CCR, Outlook Stable ------------------------------------------------------ S&P Global Ratings assigned its 'B' long-term corporate credit rating to Woodlands, Texas-based Navitas Midstream Midland Basin LLC. The outlook is stable. S&P said, "At the same time, we assigned our 'B+' issue-level rating and '2' recovery rating to the company's $350 million senior secured term loan due 2024. The '2' recovery rating indicates lenders can expect substantial (70%-90%; rounded estimate: 75%) recovery in a default scenario. "Our 'B' corporate credit rating on Navitas Midstream Midland Basin LLC reflects our view of the company's highly leveraged financial risk profile and vulnerable business risk profile. We expect Navitas to have elevated credit metrics in 2018, but improving in 2019 as volumes and cash flows increase. The company's business risk profile is driven by its small scale of operations, lack of geographic diversity, and exposure to volumetric risk, as well as its position in the highly economic Midland Basin. "The stable outlook reflects our expectation that Navitas will continue to build-out its natural gas gathering and processing assets in the highly cost competitive Midland Basin. We expect the company to use its cash balance (at close of the proposed refinancing) to fund approximately $170 million of capital spending in 2018 related to well connects, processing plants, and compression. We expect system volume throughput to expand as projects under construction come online, but leverage will remain elevated in 2018, with debt to EBITDA of about 9x. However, we expect leverage to come down significantly in 2019 due to increasing volumes and cash flows. "We could consider a negative rating action if we expected debt to EBITDA to stay above 6x by 2019, which would likely be due to lower-than-expected volumes and delays in projects coming online. In addition, we could consider a negative rating action if we no longer viewed the company's liquidity as adequate. "We could consider a positive rating action if the company continued to increase its size and scale and diversity in the Midland Basin, executed its growth projects, and maintained debt to EBITDA below 5x on a sustained basis." NORTHSTAR OFFSHORE: Still Settling Former Investment Banker Claims ------------------------------------------------------------------ Northstar Offshore Group, LLC, filed with the U.S. Bankruptcy Court for the Southern District of Texas a second amended disclosure statement, dated Nov. 21, 2017, for its second amended plan of liquidation. This latest filing provides that following the termination of M1 Energy Capital Management Services, LLC as the Debtor's investment banker, M1 claimed that it was owed monthly work fees of $40,000 for the months of December 2016 through March 2017 as well as a 3.5% success fee on DIP financing, which the Bankruptcy Court calculated as $250,000. At the time the Debtor ended its engagement of M1, it had paid it $219,350. The Debtor thereafter filed an Emergency Motion Under Rule 9019 for Authority to Enter Into a Settlement Agreement and Mutual Release with M1 Energy Capital Management, LLC and an Amended Proposed Settlement Agreement Between the Debtor and M1 in order to settle open compensation issues. The Debtor thereafter filed an Emergency Motion Under Rule 9019 for Authority to Enter Into a Settlement Agreement and Mutual Release with M1 Energy Capital Management, LLC and an Amended Proposed Settlement Agreement Between the Debtor and M1 in order to settle open compensation issues. M1 continues to seek payment for monthly work fees for the months of December 2016 through March 2017 and a 3.5% success fee associated with funds drawn under the DIP Orders. The Debtor believes that its prior payment of $291,350 represents full and final satisfaction of all amounts owed to M1 and that no further amounts are payable. The latest plan also provides that the general unsecured claim is now $0 to $62,711,869 instead of $301,737,051 to $377,171,314 as provided in the previous plan. A full-text copy of the Second Amended Disclosure Statement is available at: http://bankrupt.com/misc/txsb16-34028-968.pdf About Northstar Offshore Group Northstar Offshore Group, LLC, is an independent oil and gas exploration and production company that focuses on acquisition and recompletion, development drilling, and low-risk exploration in the waters of the Gulf of Mexico. Three creditors filed an involuntary Chapter 11 petition against Northstar Offshore Group on Aug. 12, 2016. The petitioning creditors are Montco Oilfield Contractors, LLC, Alliance Offshore, LLC, and Alliance Energy Services, LLC. The creditors are represented by DLA Piper (US) LLP. On Dec. 2, 2016, the Debtor agreed to convert the involuntary case to a voluntary case by filing a voluntary Chapter 11 petition (Bankr. S.D. Tex. Case No. 16-34028). Lydia T. Protopapas, Esq., at Winston & Strawn LLP serves as the Debtor's legal counsel. On Dec. 19, 2016, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee hired DLA Piper LLP as legal counsel, and FTI Consulting, Inc., as financial advisor. ON FIRE FAMILY: Taps Ferikes & Bleynat as Legal Counsel ------------------------------------------------------- On Fire Family Church, Inc., seeks approval from the U.S. Bankruptcy Court for the Western District of North Carolina to hire Ferikes & Bleynat, PLLC, as legal counsel. The firm will assist the Debtor in real estate matters, and will be paid $195 per hour for the services of its attorneys and $75 per hour for paralegal services. Jane Dearwester, Esq., disclosed in a court filing that her firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Ferikes & Bleynat can be reached through: Jane Dearwester, Esq. Ferikes & Bleynat, PLLC 48 Patton Avenue, Suite 300 Asheville, NC 28801 Phone: 828-251-1588 The Debtor is represented by: Benson T. Pitts, Esq. Pitts, Hay & Hugenschmidt, P.A. 14 Clayton Street Asheville, NC 28801 Tel: 828-255-8085 Fax: 828-251-2760 Email: ben@phhlawfirm.com Email: firm@phhlawfirm.com About On Fire Family Church Inc. On Fire Family Church, Inc. is a privately-held company in Murphy, North Carolina, categorized under churches. It owns a fee simple interest in a 15,544-square-foot church building valued at $1,455,090 and a fee simple interest in a 0.96-acre unimproved lot valued at $48,000. It is a small business Debtor as defined in 11 U.S.C. Section 101(51D). The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.C. Case No. 17-20079) on August 11, 2017. Adam Gates, president, signed the petition. At the time of the filing, the Debtor disclosed $1.56 million in assets and $687,929 in liabilities. Judge George R. Hodges presides over the case. OWENS-ILLINOIS INC: S&P Affirms 'BB' CCR & Alters Outlook to Stable ------------------------------------------------------------------- S&P Global Ratings affirmed its 'BB' corporate credit rating on Perrysburg, Ohio-based Owens-Illinois Inc. and revised the outlook on the rating to stable from negative. S&P said, "At the same time, we assigned our 'BB' issue-level rating and '3' recovery rating to the proposed $310 million senior unsecured notes to be issued by OI European Group B.V. The '3' recovery rating indicates our expectation for meaningful (50%-70%; rounded estimate: 65%) recovery for lenders in the event of a payment default. Proceeds will be used to fully repay all amounts outstanding on the company's euro-denominated term loan A facility. While our analysis suggests a full recovery on OI European's notes, we cap our recovery rating on unsecured debt issued by companies that we rate in the 'BB' category. The cap reflects the heightened risk that 'BB' rated companies may change their capital structures in ways that could impair unsecured recovery prospects. "Concurrently, as a result of the notes issuance, we lowered our issue-level rating on Owens-Illinois' senior secured credit facility to 'BB+' from 'BBB-' based on a revision in the recovery rating on this debt to '2' (70%-90%; rounded estimate: 75%) from '1'. This revision reflects a reduction in estimated collateral value available to the facility due to the repayment of the European term loan. The loan had a priority claim against the non-U.S. enterprise value (EV) and the increase in structurally senior European unsecured notes, which reduces the value of equity available to U.S. creditors. "In addition, we affirmed all of our other existing issue-level and recovery ratings on Owens-Illinois. "The outlook revision reflects Owens-Illinois' improved credit metrics resulting from debt reduction and reflects our expectation that Owens-Illinois will continue to successfully execute around efforts to improve its operating efficiency and reduce costs. This should permit the company to expand EBITDA margins and increase free cash flow generation. "The stable outlook reflects our expectation that Owens-Illinois will continue to execute efforts to improve its operating efficiency and reduce costs, and that relatively stable demand for its glass containers, stemming from its food and beverage end markets, should permit the company to expand EBITDA margins and increase free cash flow generation. It also reflects our expectation that Owens-Illinois will continue to prioritize this increased free cash generation for debt reduction to support the deleveraging that management remains committed to and that we expect for the current rating, including adjusted debt to EBITDA below 5x over the next 18-24 months. "We could lower our ratings on Owens-Illinois if the recent improvement in the company's credit measures tempers, and we see limited prospects for the company to sustain S&P Global Ratings-adjusted debt to EBITDA of 5x or better. This could occur as a result of reduced demand for glass packaging due to changing consumer preferences, operational missteps that would result in declining revenues and or margin deterioration, or higher-than-expected cash outflows, which would limit debt reduction. "While not expected over the next 12 months, as the ratings factor in the company's slightly elevated leverage, we could raise our rating on Owens-Illinois if improved earnings, as shown by continued stable underlying operating performance, and debt reduction with improved profitability and cash flows result in S&P Global Ratings-adjusted debt to EBITDA of 5x or better on a sustained basis." OXBOW CARBON: S&P Affirms 'B+' CCR, Alters Outlook to Positive -------------------------------------------------------------- S&P Global Ratings affirmed its 'B+' corporate credit rating on Oxbow Carbon LLC and revised the outlook to positive from stable. S&P said, "At the same time, we assigned our 'BB-' issue-level rating to the company's proposed first-lien debt (includes $325 million revolving credit facility due 2022, $100 million term loan A due 2022 and $575 million first-lien term loan B due 2023). The recovery rating is '2', indicating our expectation of substantial (70%-90%, rounded estimate: 75%) recovery for lenders in the event of a payment default. "We also assigned our 'B' issue-level rating to the company's proposed $175 million second-lien term loan B due 2024. The recovery rating is '5', indicating our expectation of modest (10%-30%; rounded estimate: 25%) recovery in the event of default. "The rating affirmation reflects our expectation that Oxbow will successfully complete its refinancing and eliminate its near-term debt maturities. Our outlook revision to positive reflects our expectation for Oxbow to achieve modest deleveraging over the next year, with debt to EBITDA close to 4x by the end of 2018. Our positive outlook on the company further takes into account our view that cash flows should improve over at least the next year, due to a positive pricing environment, sparked by higher demand for calcined coke. "The positive outlook reflects our expectation that the company will continue to lower adjusted leverage over the next 12 months capitalizing on improved calcined coke prices and lowering operating expenses. "We could raise the rating on Oxbow if the company's adjusted leverage approached 4x on a sustained basis. Under this scenario, we would expect the price of calcined coke price to increase by at least 15% from current levels. We would also expect the company to generate at least $120 million in operating cash flow and have sufficient discretionary cash flow for debt repayment after mandatory amortizations and non-controlling interest distributions. "Although less likely, over the next 12 months, we could revise the outlook to stable if weakness in the global petroleum, calcined coke, and energy end markets caused weaker than expected cash flows that result in leverage rising above 5x on a sustained basis. Under this scenario we expect the price of calcined coke to decline by about 20% from current levels. This could also happen if adjusted debt is at least $200 million higher than our expectations, which could occur due to a debt financed acquisition or dividend to shareholders." PAL HEALTH: Taps Rafool Bourne as Legal Counsel ----------------------------------------------- PAL Health Technologies, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of Illinois to hire Rafool, Bourne & Shelby, P.C. as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; negotiate with creditors; and provide other legal services related to its Chapter 11 case. Rafool will charge an hourly fee of $300. Prior to the petition date, the firm received a $30,000 retainer from the Debtor. The firm and its attorneys neither hold nor represent any interest adverse to the Debtor, according to court filings. Rafool can be reached through: Sumner A. Bourne, Esq. Rafool, Bourne & Shelby, P.C. 411 Hamilton Blvd., Suite 1600 Peoria, IL 61602 Phone: (309) 673-5535 Fax: (309) 673-5537 Email: sbnotice@mtco.com About PAL Health Technologies Inc. Based in Pekin, Illinois, PAL Health Technologies, Inc., is a manufacturer of prescription orthotic. Since 1976, PAL has provided a complete line of prescription ankle braces and gauntlets, prescription diabetic/accommodative inserts, therapeutic shoes as well as a number of off-the-shelf corrective and preventative foot devices to a multitude of foot care practitioners of various medical disciplines. PAL Health Technologies sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Ill. Case No. 17-81712) on November 30, 2017. Kimberly S. Chaney, general manager, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $1 million and liabilities of $1 million to $10 million. Judge Thomas L. Perkins presides over the case. PARETEUM CORP: Closes Public Offerings of Common Stock & Warrants ----------------------------------------------------------------- Pareteum Corporation closed on its previously announced concurrent public offering of common stock and private offering of warrants for gross proceeds of $6,579,054. The public offering was a shelf takedown off of its registration statement on Form S-3 (File No. 333-213575). Both offerings were conducted pursuant to a securities purchase agreement, with select accredited investors, and a placement agency agreement, between the Company and Dawson James Securities, Inc., the placement agent on a best-efforts basis with respect to the offerings, that were entered into on Dec. 1, 2017. The Company sold 7,151,146 shares of common stock at a purchase price of $0.92 per share, as well as five-year warrants to purchase an aggregate of 7,151,146 shares of common stock, first exercisable six months from the date of issuance at an exercise price of $1.09 per share. The material terms of the offerings are described in a prospectus supplement which was filed by us with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on Dec. 1, 2017. The Placement Agreement contains customary representations, warranties and agreements by the Company and the Placement Agent. The Company also agreed in the Placement Agreement to indemnify the Placement Agent against certain liabilities. 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. PETER SZANTO: 9th Cir. Affirms Dismissal of Ch. 11 Bankruptcy Case ------------------------------------------------------------------ In the appeals case PETER SZANTO, Plaintiff-Appellant, v. UNITED STATES TRUSTEE, RENO; et al., Defendants-Appellees, No. 15-17410 (9th Cir.), the U.S. Court of Appeals, Ninth Circuit, affirmed the district court's order affirming the bankruptcy court's order dismissing Peter Szanto's chapter 11 bankruptcy case. Contrary to Szanto's contentions, the bankruptcy court did not err by dismissing the case while Szanto's motion to disqualify under 28 U.S.C. section 144 was pending. [S]ection 144 applies only to district court judges and not to bankruptcy court judges. Rather, bankruptcy court judges are subject to recusal only under 28 U.S.C. section 455. The appeals court also rejects as unsupported by the record Szanto's contentions concerning bias of the bankruptcy judge or that the judge's impartiality might reasonably be questioned. The Ninth Circuit's Nov. 21 Memorandum is available at https://is.gd/t1RcH6 from Leagle.com. Peter Szanto filed a Chapter 11 petition (Bankr. D. Nev. Case No. 13-51261) on June 25, 2013. PETROLIA ENERGY: Will Acquire Bow Energy in All-Stock Transaction ----------------------------------------------------------------- Petrolia Energy Corporation has executed a definitive binding arrangement agreement with Bow Energy Ltd. Bow Energy Ltd. is a Canadian based oil and natural gas company trading on the TSX Venture Exchange holding over 948,000 net acres onshore North Sumatra, Indonesia which is one of the world's most prolific oil and gas basins. Bow's acreage consists of interests in five production-sharing contracts (PSCs) and one Joint Study Agreement (JSA) with the Indonesian government. The assets are close to existing infrastructure and the city of Medan which is the largest city in North Sumatra. The Agreement sets out the terms and conditions pursuant to which Petrolia will acquire through an all-stock transaction the entire issued and outstanding common shares of Bow. Bow will distribute the common shares of Petrolia it receives to Bow shareholders on the basis of 1.15 Petrolia shares for each common share held in Bow. Bow warrant holders will be entitled to receive, upon exchange of their securities, the equivalent number of Petrolia warrants. Following the completion of the Arrangement, Bow will be a wholly owned subsidiary of Petrolia. James Burns, president of Petrolia, commented: "We are delighted to have concluded this agreement with Bow which has a portfolio of high quality strategically located natural gas projects in North Sumatra. We believe the value of Bow's projects has not been fully recognized by the TSX-V market and is a significant growth opportunity for Petrolia." The Arrangement will be implemented by way of a Plan of Arrangement under the Business Corporations Act (British Columbia) and is subject to a number of potential conditions. A full-text copy of the Arrangement Agreement is available for free at: https://is.gd/nCeViw About Petrolia Energy Headquartered in Houston, Texas, Petrolia Energy Corporation, formerly known as Rockdale Resources Corporation, is an oil and gas exploration, development, and production company. With operations in Texas, Oklahoma and New Mexico, the Company focuses on redeveloping existing oil fields in well-established oil rich regions of the U.S., employing industry-leading technologies to create added value. More information about Petrolia is available at www.petroliaenergy.com. Petrolia Energy reported a net loss of $1.87 million on $321,000 of total revenue for the year ended Dec. 31, 2016, compared with a net loss of $1.85 million on $188,000 of total revenue for the year ended Dec. 31, 2015. As of Sept. 30, 2017, Petrolia Energy had $13.49 million in total assets, $1.89 million in total liabilities and $11.59 million in total stockholders' equity. MaloneBailey, LLP, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that Petrolia Energy has incurred losses from operation since inception and has a net working capital deficiency. These factors raise substantial doubt about the Company's ability to continue as a going concern. PFS HOLDING: S&P Lowers CCR to 'CCC+', Outlook Negative ------------------------------------------------------- S&P Global Ratings lowered its corporate credit rating on Easton, Pa.-based PFS Holding Corp. to 'CCC+' from 'B-'. The outlook is negative. S&P said, "At the same time, we lowered our issue-level rating on the company's senior secured first-lien term loan to 'CCC+' from 'B-'. The recovery rating on the first-lien term loan remains '3', reflecting our expectation for meaningful (50%-70%; rounded estimate: 50%) recovery in the event of a default. We also lowered our issue-level rating on the company's senior secured second-lien term loan to 'CCC-' from 'CCC'. The recovery rating on the second-lien term loan remains '6', reflecting our expectation for negligible (0%-10%; rounded estimate: 0%) recovery in the event of a default. Reported debt outstanding as of Sept. 30, 2017, was about $463 million. "The downgrade reflects continued underperformance and our view that PFS' weak free cash flow can no longer support its highly leveraged capital structure over the long term. It further incorporates refinancing risk given that its $85 million ABL (with about $51 million borrowed as of Sept. 30, 2017) matures in January 2019. We currently believe the company will successfully renew the ABL given the significant overcollateralization, but given its reliance on the facility to support liquidity needs, an inability to complete an extension would likely lead to a liquidity crisis. We expect free cash flow will be close to breakeven in 2018 resulting in continued high ABL borrowings and leverage sustained well above 10x. "The negative outlook reflects the potential for a lower rating over the next six to 12 months if we believe the potential for a default has increased. "We could lower the rating over the next six months if the company does not extend its ABL on satisfactory terms. We could also lower the rating if we anticipate other default scenarios, such as a violation of its fixed charge covenant should it spring, if we believe PFS will consider a distressed exchange over the next 12 months, or if we believe free cash flow will remain negative." A lower rating could be precipitated by one or more sizable retail customers switching to direct delivery from manufacturers, if the company ineffectively manages costs associated with its key operational initiatives, or if its core independent retail customer base begins to experience accelerated market-share losses to large retailers and e-commerce firms with which the company does not have business. S&P could revise the outlook to stable if free cash flow turns positive and sales and profit trends stabilize, and if the company improves and sustains leverage well below 10x. This could occur if the company's ecommerce platform drives incremental sales for its retail customers, if independent store market share declines do not accelerate, and the company is successful maintaining business with dropship customers despite the increased risk of disintermediation. PINPOINT WAREHOUSING: Hires GreerWalker as Financial Advisor ------------------------------------------------------------ Pinpoint Warehousing, LLC, seeks authority from the U.S. Bankruptcy Court for the Western District of North Carolina to employ GreerWalker LLP as financial advisor. GreerWalker's current hourly rates are: Wiliam A. Barbee, Esq. $425 Consultants $75-$450 Mr. Barbee, Partner of Litigation and Forensic Services of GreerWalker LLP, attests that his firm does not hold or represent any interest adverse to the Debtor’s estate, and GreenWalker is a disinterested person as that phrase is defined in section 101(14) of the Bankruptcy Code. The Advisor can be reached through: Wiliam A. Barbee GreerWalker LLP Carillon Building 227 W. Trade St., Suite 1100 Charlotte, NC 28202 Phone: 704-377-0239 Email: andy.barbee@greerwalker.com About Pinpoint Warehousing, LLC Pinpoint Warehousing, LLC, f/k/a Pinpoint Warehousing, Inc. --http://goppw.com-- is a privately held full-service warehousing company based in Charlotte, North Carolina. With over 30 years of experience, the Debtor provides streamlined warehousing, contract packaging, distribution, and order fulfillment processes to a wide variety of businesses across multiple industries. Serving Fortune 500, mid-sized, and start up companies, Pinpoint Warehousing offers total warehousing packages as well as individual services. Pinpoint Warehousing filed for Chapter 11 bankruptcy protection (Bankr. W.D.N.C. Case No. 17-31701) on Oct. 17, 2017, estimating its assets at up to $50,000 and liabilities at between $1 million and $10 million. The petition was signed by Harvey Gantt, president and CEO. Judge Laura T. Beyer presides over the case. Richard S. Wright, Esq., at Moon Wright & Houston, PLLC, serves as the Debtor's bankruptcy counsel. PJ REAL ESTATE: Christ Apostolic Buying Bowie Property for $400K ---------------------------------------------------------------- PJ Real Estate, LLC, asks the U.S. Bankruptcy Court for the District of Maryland to authorize the sale of real property known as 5710 Woodcliff Road, Bowie, Maryland, to Christ Apostolic Church Liberty Center for $400,000. The Debtor owns two side by side parcels of real estate in a commercial condominium complex in Bowie, Maryland, under the business name PJ Real Estate, LLC. It leases the space to its principals' other business entity, doing business as Porcelain Tub, which is a bath and tub restoration enterprise. The Debtor proposes to split the sale of these combined and neighboring condominium units into two separate sales, which should hopefully bring in more money than is owed to its creditors. Specifically, its proposes to sell the Property at a purchase price of $400,000, with $40,000 earnest money, pursuant to the Commercial Contract of Sale Agreement with the Buyer. The sale of the Property is being made free and clear of any interest in the Property. A copy of the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/PJ_Real_Estate_44_Sales.pdf The Debtor is informed and believes, and is strongly of the opinion that this option not only is in its best interest, but also in the best interest of his creditors, as each of them stands to be paid either in full, or very closely thereto. There are very few creditors: mainly, M&T Bank, the condominium association, and the Prince George's County for unpaid property tax. The purchase price for one of the two units is substantially more than half the claim by M&T Bank. It will also satisfy one of the property tax claims filed by Prince George's County, the IRS Claim, and it will reduce significantly the balance owed to both the Condominium Association and M&T Bank. About PJ Real Estate PJ Real Estate, LLC owns a parcel of commercial real estate in Bowie, Prince George's County, Maryland. PJ Real Estate sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 17-18758) on June 27, 2017. Paul Burns, its authorized representative, signed the petition. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. The John Roberts Law Firm, PC, is the Debtor's bankruptcy counsel. PRECISION CASTING: Taps Arrow Partnership as Accountant ------------------------------------------------------- Precision Casting Prototypes & Engineering Inc. seeks approval from the U.S. Bankruptcy Court for the District of Colorado to hire Arrow Partnership as its accountant. The firm will assist the Debtor in the preparation of income tax returns and will provide other accounting services related to its Chapter 11 case. Wendy Campbell and her associate Donna Bornhofen will charge $225 per hour and $150 per hour, respectively. The firm will charge an hourly fee of $100 for administrative support services. Arrow Partnership is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Wendy S. Campbell Arrow Partnership 8055 East Tufts Avenue, Suite 240 Denver, CO 80237 Phone: 303-321-8500 Email: info@arrowpartnership.com About Precious Casting Precision Casting Prototypes & Engineering, Inc., is a veteran owned foundry and machine shop in Colorado serving the entire United States. It operates at a leased property at 7501 East Dahlia Street in Commerce City, Colorado. Precise Cast specializes in rapid prototyping and the precision casting and machining of aluminum, magnesium, and zinc parts primarily for Fortune 500 companies in the aerospace, defense, automotive, commercial vehicle, electronic, and medical device industries. The Debtor filed a Chapter 11 petition (Bankr. D. Colo. Case No. 16-20113) on Oct. 13, 2016. The petition was signed by Craig R. Reeves, president. The Debtor is represented by Kenneth J. Buechler, Esq., at Buechler & Garber, LLC. The case is assigned to Judge Thomas B. McNamara. The Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in debt at the time of the filing. An official committee of unsecured creditors has not yet been appointed. On June 16, 2017, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization. PREFERRED CARE: Taps Dykema Cox as Legal Counsel ------------------------------------------------ Preferred Care Partners Management Group, LP and Kentucky Partners Management, LLC seek approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Dykema Cox Smith as their legal counsel. The firm will advise the Debtors regarding their duties under the Bankruptcy Code and will provide other legal services related to their Chapter 11 cases. The firm's normal hourly rates range from $210 to $640. The attorneys and paralegal who will be handling the cases and their hourly rates are: Professional Regional Rate Discounted Rate ------------ ------------- --------------- Mark Andrews, Member $640 $480 Sandra Zamora, Member $440 $361 Aaron Kaufman, Member $415 $352.75 Jane Gerber, Associate $315 $267.75 Deborah Andreacchi, $210 $178.50 Paralegal Prior to the petition date, Dykema received a total of $50,000 in fees and expenses from the Debtors for work related to the preparation and filing of the bankruptcy cases. Mark Andrews, Esq., disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Mark E. Andrews, Esq. Aaron M. Kaufman, Esq. Jane Gerber, Esq. Dykema Cox Smith 1717 Main Street, Suite 4200 Dallas, TX 75201 Phone: (214) 462-6400 Fax: (214) 462-6401 Email: mandrews@dykema.com Email: akaufman@dykema.com Email: jgerber@dykema.com About Preferred Care Headquartered in Plano, Texas, Preferred Care Partners Management Group and Kentucky Partners operate skilled nursing care facilities. Preferred Care Partners Management Group, L.P., and affiliate Kentucky Partners Management, LLC, filed for Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 17-34296 and 17-34297) on Nov. 13, 2017. Travis Eugene Lunceford, manager of general partner, signed the petition. Judge DeWayne Hale presides over the case of Preferred Care. Judge Stacey G. Jernigan presides over the case of Kentucky Partners. Mark Edward Andrews, Esq., Jane Anne Gerber, Esq., and Aaron Michael Kaufman, Esq., at Dykema Cox Smith, serve as the Debtors' bankruptcy counsel. Preferred Care estimated its assets at between $50,000 and $100,000, and its liabilities at between $10,000,000 and $50,000,000. Kentucky Partners estimated its assets at up to $50,000 and its liabilities at between $10,000,000 and $50,000,000. PREMIER PCS: Case Summary & 11 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Premier PCS of TX, LLC dba Skytalk 9537 Dyer Street, Ste. B El Paso, TX 79924 Business Description: Based in El Paso, Texas, Premier PCS of TX provides computer maintenance and repair services. Chapter 11 Petition Date: December 6, 2017 Case No.: 17-32021 Court: United States Bankruptcy Court Western District of Texas (El Paso) Judge: Hon. Christopher H. Mott Debtor's Counsel: E. P. Bud Kirk, Esq. E. P. BUD KIRK 600 Sunland Park Drive, Ste.4-400 El Paso, TX 79912 Tel: (915) 584-3773 Fax: (915) 581-3452 Email: budkirk@aol.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Richard Ahn, managing member. A copy of the Debtor's list of 11 largest unsecured creditors is available for free at: http://bankrupt.com/misc/txwb17-32021_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/txwb17-32021.pdf PROTEA BIOSCIENCES: Taps Buchanan Ingersoll as Legal Counsel ------------------------------------------------------------ Protea Biosciences, Inc. and Protea Biosciences Group, Inc. seek approval from the U.S. Bankruptcy Court for the Northern District of West Virginia to hire Buchanan Ingersoll & Rooney PC as their legal counsel. The firm will advise the Debtors regarding their duties under the Bankruptcy Code; assist in the formulation and implementation of a plan of reorganization; and provide other legal services related to their Chapter 11 cases. The firm's hourly rates are: Christopher Schueller Attorney $650 Timothy Palmer Attorney $550 Mark Pfeiffer Attorney $495 Erin Larabee Attorney $300 Donna Curcio Paralegal $285 Christopher Schueller, Esq., disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Christopher Schueller, Esq. Buchanan Ingersoll & Rooney PC One Oxford Centre 301 Grant Street, 20th Floor Pittsburgh, PA 15219-1410 Phone: 412-562-8800 Fax: 412-562-1041 About Protea Biosciences Headquartered in Morgantown, West Virginia, Protea Biosciences Inc. -- https://www.proteabio.com -- is a bioanalytics technology company that provides analytical and diagnostic solutions for the rapid and direct identification, mapping and display of the molecules present in living cells and biological samples. Protea Biosciences, Inc. and its affiliate Protea Biosciences Group, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. W.Va. Case Nos. 17-01200 and 17-01201) on December 1, 2017. At the time of the filing, Protea Biosciences disclosed $5.16 million in assets and $13.64 million in liabilities. Protea Biosciences Group disclosed $2.7 million in assets and $18.2 million in liabilities. Judge Patrick M. Flatley presides over the case. The Debtors hired Compass Advisory Partners, LLC as their restructuring advisor. PVH CORP: Moody's Rates New EUR500MM Sr. Unsecured Notes Ba2 ------------------------------------------------------------ Moody's Investors Service assigned a Ba2 rating to PVH Corp.'s proposed EUR500 million 10-year Senior Unsecured Notes. The company's Ba1 Corporate Family Rating ("CFR"), Ba1-PD Probability of Default Rating ("PDR"), Baa3 Senior Secured Ratings, Ba2 Senior Unsecured Ratings, SGL-1 Speculative Grade Liquidity ("SGL") Rating, and stable outlook remain unchanged. The company intends to use the net proceeds from the offering, together with revolver borrowing and cash on hand, to fund the redemption of all of its existing $700 million 4.5% Notes due December 15, 2022. The rating assigned to the proposed notes are subject to receipt and review of final documentation. "The transaction will extend debt maturities and further strengthen PVH's natural currency hedge for its European based businesses," stated Moody's analyst, Mike Zuccaro. "PVH's operating performance remains solid, led by strong growth in Calvin Klein and Tommy Hilfiger, especially in international markets. The company continues to maintain a balanced financial policy while generating strong free cash flow, which Moody's expect will continue to be used to fund growth, reduce debt and fund repurchase shares in the coming year." The following rating was assigned: -- EUR500 million 10-year senior unsecured notes at Ba2 (LGD 6) RATINGS RATIONALE PVH's Ba1 CFR reflects the company's strong market position and ownership of two multibillion dollar lifestyle fashion brands - Tommy Hilfiger and Calvin Klein - with global presence and broad lifestyle appeal. The rating reflects the company's consistent performance as evidenced by continued strong operating margins in the face of currency fluctuations, challenging traffic trends and pressured wholesale landscape in North America. The company's Heritage businesses in the men's sportswear, swimwear, and intimate apparel categories are in mature categories however they are cash generative with strong and consistent returns on capital. The rating reflects the company's moderate debt burden with debt/EBITDA of around 3.4 times and Moody's expectation that leverage will continue to improve through earnings growth and debt reduction over the next twelve months. Ratings are constrained by the company's financial policy, while including both share repurchases and debt reduction, has included meaningful debt-financed acquisitions. The stable rating outlook reflects Moody's view that the company will maintain moderate leverage, and absent additional acquisition activity, will use its strong free cash flow to repurchase shares, and potentially acquire licensed product categories and territories. Moody's also expects the company to maintain positive constant-currency organic sales growth for its portfolio of brands as a whole while maintaining its high operating margins. Ratings could be upgraded if the company demonstrates the willingness to sustainably reduce debt and leverage, while maintaining stability in operating performance. Quantitatively ratings could be upgraded if debt/EBITDA was expected to be below 3.0 times and interest coverage exceeded 4.5 times. The company would also need to meaningfully reduce its reliance on secured debt for an upgrade into investment grade. Ratings could be downgraded if the company's financial policies were to become more aggressive or operating performance began to falter. Quantitatively, ratings could be downgraded if debt/EBITDA was sustained above 3.75 times. Headquartered in New York, NY, PVH Corp. ("PVH") is one of the world's largest apparel companies, with owned brands such as Calvin Klein, Tommy Hilfiger, Van Heusen, IZOD, ARROW, Warner's, Olga, True&Co. and Speedo, which is licensed for North America and the Caribbean in perpetuity from Speedo International, Ltd. PVH markets a variety of goods under these and other nationally and internationally known owned and licensed brands. Revenues for the twelve months ended October 29, 2017 exceeded $8.5 billion. The principal methodology used in this rating was Apparel Companies published in December 2017. PVH CORP: S&P Assigns BB+ Rating on New EUR500MM Unsec. Notes ------------------------------------------------------------- S&P Global Ratings assigned its 'BB+' issue-level rating to PVH Corp.'s proposed EUR500 million senior unsecured notes due 2027. The recovery rating on this debt instrument is '3', indicating S&P's expectation for meaningful recovery (50%-70%, rounded to 65%) of the principal in the event of a payment default. The company plans to use the proceeds to refinance its existing $700 million of 4.5% senior unsecured notes due 2022. S&P expects to withdraw its 'BB+' issue-level rating and a '3' recovery rating on this debt following the completion of the transaction. Concurrently, S&P affirmed all issue-level ratings on the company's other debt instruments. S&P said, "Our ratings on PVH Corp. continue to reflect its strong brand portfolio, geographic diversification, good profitability, efficient global supply chain, and continued appetite for acquisitions. We expect the company to end its fiscal 2017 with debt leverage slightly below 3x." RECOVERY ANALYSIS Simulated Default Assumptions: -- Simulated year of default: 2022 -- Debt service assumptions: $344 million (assumed default year interest plus amortization) -- Minimum capital expenditures (capex) assumptions: $163 million -- Cyclicality adjustment: 0% -- Operational adjustment: 15% -- EBITDA at emergence: $582.9 million -- EBITDA Multiple: 7.0x -- Gross enterprise value: $4,080 million -- Jurisdiction: U.S. Simplified Waterfall: -- Gross Enterprise Value: $4,080 million -- Net Enterprise Value (after 5% admin costs): $3,876 million -- Valuation split in % (Obligors/Non-obligors): 50%/50% -- Value available to first-lien debt (Collateral): $3,071 million -- Secured first-lien debt claims: $2,144 million -- Recovery expectations: 90% to 100% (rounded to 95%) -- Total value available to unsecured claims: $1,537million -- Senior unsecured debt claims: $1,217 million --Recovery expectations: 50% to 70% cap (rounded to 65%)* Notes: All debt amounts include six months of pre-petition interest. *Numerical recovery based on the current capital structure is 100%. However, S&P caps recovery on unsecured debt issued by 'BB' rated issuers at '3' to reflect likely changes in capital structure prior to a potential default. QORVO INC: S&P Rates $400MM Delayed Draw Term Loan 'BB+' -------------------------------------------------------- S&P Global Ratings assigned its 'BB+' issue-level rating and '3' recovery rating to Greensboro, N.C.-based semiconductor manufacturer Qorvo Inc.'s $400 million delayed draw term loan. The '3' recovery rating reflects our expectation of meaningful (50%-70%; rounded estimate: 55%) recovery in the event of payment default. S&P said, "Our corporate credit rating on Qorvo remains 'BB+' with a stable outlook. Our ratings on Qorvo reflect the firm's high customer concentration and significant exposure to the wireless handset marketplace, offset by low financial leverage and significant secular growth trends from increasing wireless data consumption. Our stable outlook is based on our expectation that the firm will be able to outgrow the broader analog market and sustain adjusted leverage below 1x." RECOVERY ANALYSIS Key analytical factors -- S&P assigned its '3' recovery rating to Qorvo's new senior unsecured term loan, which is pari passu to all existing unsecured debt. -- All other recovery ratings are unchanged in this transaction. S&P believes that to trigger a default scenario, Qorvo's EBITDA would need to decline by over 70%. -- &P's simulated default scenario contemplates a default in 2022 due to slowing smartphone sales, a failure to obtain critical 4G design wins, and loss of several major customers. -- S&P has valued the company on a going-concern basis utilizing a 5.0x multiple of our projected emergence-level EBITDA. -- The 5.0x valuation multiple reflects the inherent volatility and capital intensity of the semiconductor industry, partially offset by Qorvo's meaningful intellectual property portfolio. Simplified waterfall -- Net enterprise value (after administrative costs): approximately $915 million -- Senior unsecured claims: approximately $1.7 billion -- Recovery expectations: 50%-70% (rounded estimate: 55%) RATINGS LIST Qorvo Inc. Corporate Credit Rating BB+/Stable/-- New Rating Qorvo Inc. $400 mil. delayed draw term loan BB+ Recovery Rating 3 (55%) QUALITY CLEANERS: Taps Wadsworth Warner as Legal Counsel -------------------------------------------------------- Super Quality Cleaners, LLC seeks approval from the U.S. Bankruptcy Court for the District of Colorado to hire Wadsworth Warner Conrardy, P.C. as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code and will provide other legal services related to its Chapter 11 case. The firm's hourly rates are: David Wadsworth $400 David Warner $300 Aaron Conrardy $285 Lacey Bryan $200 Paralegals $115 Wadsworth received a retainer in the amount of $27,924.50 from the Debtor. The firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code, according to court filings. Wadsworth can be reached through: David J. Warner, Esq. 1660 Lincoln Street, Suite 2200 Denver, CO 80264 Phone: (303) 296-1999 Fax: (303) 296-7600 Email: dwarner@wwc-legal.com About Super Quality Cleaners LLC Super Quality Cleaners, LLC is a dry-cleaning plant located in Colorado Springs, Colorado. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 17-20703) on November 21, 2017. At the time of the filing, the Debtor disclosed that it had estimated assets and liabilities of less than $500,000. Judge Michael E. Romero presides over the case. REGAL ENTERTAINMENT: S&P Puts Group Ratings on Watch Negative ------------------------------------------------------------- S&P Global Ratings placed its ratings, including the 'BB-' corporate credit rating, on Knoxville, Tenn.-based movie exhibitor Regal Entertainment Group and its operating subsidiary Regal Cinemas Corp. (collectively, Regal) on CreditWatch with negative implications. The CreditWatch placement follows Regal's announcement that it has entered into a definitive agreement to be acquired by U.K.-based Cineworld Group PLC (not rated) in an all-cash transaction valued at $23 per share, or about $3.6 billion. The total transaction value is $5.9 billion, including the assumption of debt and net of cash acquired. The acquisition will increase the size, scale, and diversification of the combined company's exhibition assets, which should provide some modest benefit in film rental and concession negotiations. However, it is unclear whether the combined company will be able to realize significant cost synergies and what its overall debt leverage will be. S&P said, "In resolving the CreditWatch placements, we will conduct a comprehensive review of the combined company's competitive position, leverage profile, overall financial policy, and expected synergies. Based on this review, we will evaluate the appropriateness of our current 4.5x adjusted leverage target for the 'BB-' rating. Regardless of the downside leverage target, we will then assess the company's ability and willingness to meet that target for the rating. We could lower the ratings if we expect leverage to increase above what we determine is an appropriate level for a 'BB-' rating on the combined company. If the transaction doesn't close as expected, we would likely revise the outlook to stable and maintain our existing 4.5x leverage threshold." ROBERT DONEHEW: Sale of Golf Cart EZGO to McLonglin for $2K Okayed ------------------------------------------------------------------ Judge Karen K. Specie of the U.S. Bankruptcy Court for the Northern District of Florida authorized Robert H. Donehew's sale of Golf Cart EZGO Gas ST Sport 2 + 2 to Maureen McLonglin for $2,000. The Debtor will deposit the proceeds into his DIP account. Robert Holton Donehew sought Chapter 11 protection (Bankr. N.D. Fla. Case No. 17-50121) on March 31, 2017. The Debtor tapped Charles M. Wynn, Esq., at Charles M. Wynn Law Offices, P.A., as counsel. RSI HOME: S&P Puts 'BB-' CCR on CreditWatch Developing ------------------------------------------------------ S&P Global Ratings placed its ratings, including its 'BB-' corporate credit rating, on RSI Home Products Inc. on CreditWatch with developing implications. RSI Home Products' shareholders have approved the sale of the company to American Woodmark for an implied value of $1.075 billion. The acquisition is expected to close in the first quarter of 2018 and is subject to customary closing conditions. American Woodmark will also assume approximately $589 million of RSI debt at closing. The combined company will be managed by American Woodmark's management team and RSI will operate as a subsidiary of American Woodmark following the transaction. S&P said, "In resolving our CreditWatch listing, we will assess the financial and operating strategy of the newly combined entity as well as RSI's status within the American Woodmark group. As a result of our review, we could affirm, lower, or raise our ratings on RSI Home Products." SAILING EMPORIUM: Brawner Entitled to Parcel 13 Riparian Rights --------------------------------------------------------------- Judge Thomas J. Catliota of the U.S. Bankruptcy Court for the District of Maryland denied William Arthur Willis and Mary Sue Willis' motion to enforce Paragraph 15 of the order approving the sale of a marina to the Brawner Company, Inc. Brawner is the approved contract purchaser of a marina and the related assets from the Willises and from The Sailing Emporium, Inc., which itself is a debtor in Case No. 16-24498. The marina is operated on five parcels of real property. Three of the parcels are owned by the Willises and two are owned by Sailing. Therefore, all three bankruptcy estates conducted the auction sale that led to the Brawner contract, and the sale was approved in all three bankruptcy cases. The parties dispute the meaning of Paragraph 15 of the order approving the sale. In a nutshell, the Willises' estates own Parcel 13, which sits along a cove of the Rock Hall Harbor adjacent to the marina but which was not included in the sale. The Willises contend that they agreed only that, as the owners of Parcel 13, they would not exercise the riparian rights of Parcel 13 so as to interfere with the operations of the marina. Brawner contends that, in Paragraph 15, the Willises agreed to transfer to it all of the riparian rights of Parcel 13, because those rights have been used in the operation of the marina for more than 30 years and are indispensable to the marina's operations. The court first concludes that Paragraph 15 is not ambiguous. It is a straightforward declaratory statement. It means what it says--the Willises, as owners of Parcel 13, are conveying to Parcel 23 and the marina any riparian rights to Parcel 13. The language was read into the record at the sale hearing by Brawner's counsel and was agreed to by all parties, including Mr. Willis. In the motion to enforce Paragraph 15, the Willeses appear to challenge the authority of Mr. Willis to act on behalf of Mrs. Willis and her estate at the Sale Hearing. Because of her illness, Mrs. Willis gave Mr. Willis a power of attorney dated August 3, 2017, to, among other things, dispose of all of her property. The court is informed that the U.S. Trustee approved the power of attorney in light of Mrs. Willis' illness and because the Willises are married, they jointly own assets and they share the same liabilities. At the Nov. 20 hearing, Mrs. Willis testified that she revoked the power of attorney in favor of Mr. Willis and instead gave it to her son, Tom, but she could not remember when she did so. A person identified as Tom Willis was in the courtroom at the beginning of the hearing, but left just before Mrs. Willis' testimony. Thus, there is no testimony in the record as to when the power of attorney in favor of Mr. Willis was revoked, and the court finds it was not revoked prior to the Sale Hearing. Therefore, Mr. Willis had the authority to bind Mrs. Willis' estate at the sale hearing. If the Willises sought a different factual finding or conclusion, it would have been a very simple matter for Tom Willis to testify to the actual date, rather than leave a hearing that was going to determine the disposition of rights over which he purportedly holds a power of attorney. In any event, the court would not accept a power of attorney that puts a nondebtor in control of the assets of Mrs. Willis' estate. A debtor-in-possession is a fiduciary of the estate and cannot transfer that responsibility to a nondebtor, and certainly not without court approval. Any purported power of attorney over estate assets in favor of Tom Willis, which has not even been submitted in the record, would be an unauthorized post-petition transfer and of no force or effect. For the foregoing reasons, the court concludes that Paragraph 15 requires that the Willises, as owners of Parcel 13, will transfer Parcel 13's riparian rights to Brawner. A full-text copy of Judge Catliota's Memorandum Decision dated Nov. 21, 2017, is available at: http://bankrupt.com/misc/mdb16-26458-240.pdf About The Sailing Emporium The Sailing Emporium, Inc., owns and operates a full service marina located on the picturesque Eastern Shore of Maryland on eight acres on Rock Hall Harbor in Rock Hall, Maryland. Services include boat sales, boat repair and restoration, electronics sales and service and sailboat charters. The Property also includes a marine store and nautical gift shop. The Property has 155 deep water slips and 20 transient slips, and the landscaped grounds and other amenities have made this marina a point of interest in Rock Hall. The Sailing Emporium, Inc., filed a Chapter 11 petition (Bankr. D. Md. Case No. 16-24498) on Nov. 1, 2016. The petition was signed by William Arthur Willis, president. The Debtor estimated assets and liabilities at $1 million to $10 million at the time of the filing. The case is assigned to Judge Thomas J. Catliota. The Debtor's counsel is Lisa Yonka Stevens, Esq., at Yumkas, Vidmar, Sweeney & Mulrenin, LLC. The Debtor has employed Andrew Cantor and Marcus & Millichap Real Estate Investment Services as broker, and tapped Gary T. Mott & Associates, CPA, P.A., as accountant. SALMON FALLS: Plan to be Funded from Proceeds of Asset Sale ----------------------------------------------------------- Salmon Falls Park, LLC, filed with the U.S. Bankruptcy Court for the District of Alaska a disclosure statement describing its plan of reorganization dated Nov. 21, 2017. The Plan provides for liquidation of the Debtor's assets in order to pay administrative, priority and general unsecured creditors to the extent possible. The liquidation will be conducted by current management over a period of time commencing on the effective date of the Plan and terminating Sept. 30, 2019, or when all claims are paid in full, whichever first occurs. All asset sales, net of sales expenses, current operating expenses of the Debtor and United States Trustee Fees, will be deposited in a separate bank account, from which claims will be paid in the following order: administrative claims, secured claims, and general unsecured claims. General unsecured creditors are classified in Class 5 under the plan and will receive a distribution estimated at 100% of their allowed claims in the year 2019, assuming the Debtor's estimates of asset values can be realized. Payments and distributions under the Plan will be funded from the sales proceeds of Debtor's assets. A full-text copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/akb17-00289-35.pdf About Salmon Falls Park LLC Salmon Falls Park, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Alaska Case No. 17-00289) on August 18, 2017. Joseph R. Henri, its manager, 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 Gary Spraker presides over the case. David H. Bundy, P.C. represents the Debtor as bankruptcy counsel. SAMUEL EVANS WYLY: Sale of 2007 Subaru Forester for $7K Approved ---------------------------------------------------------------- Judge Harlin DeWayne Hale of the U.S. Bankruptcy Court for the Northern District of Texas authorized Samuel Evans Wyly's sale of a 2007 Subaru Forester Sport XT AWD Wagon for $7,000. Following the sale, the proceeds of the sale are to be immediately deposited in the DIP bank account pending further order of the Court. About Sam Wyly Sam Wyly is a lifelong entrepreneur and author. His first book, 1,000 Dollars & An Idea, is a biography that tells his story of creating and building companies, including University Computing, Michaels Arts & Crafts, Sterling Software, and Bonanza Steakhouse. His second book, Texas Got It Right!, co-authored with his son, Andrew, was gifted to roughly 450,000 students and teachers, thought leaders, and readers, and continues to be a best-seller in its Amazon category. Samuel Wyly filed for Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 14-35043) on Oct. 19, 2014, weeks after a judge ordered him to pay several hundred million dollars in a civil fraud case. In September 2014, a federal judge ordered Mr. Wyly and the estate of his deceased brother to pay more than $300 million in sanctions after they were found guilty of committing civil fraud to hide stock sales and nab millions of dollars in profits. On Dec. 2, 2014, the Court appointed an official committee of unsecured creditors in the Case. SEDGWICK INC: S&P Puts 'B' ICR on Watch Neg Amid Cunningham Deal ---------------------------------------------------------------- S&P Global Ratings said it placed its issuer and issue credit ratings on Sedgwick Inc. and Sedgwick Claims Management Services, Inc. on CreditWatch with negative implications and all of its issuer and issue credit ratings on Cunningham Lindsey U.S. Inc. and CL Intermediate Holdings I B.V. on CreditWatch with positive implications. The CreditWatch placement follows Sedgwick's (B/Watch Neg/--) announcement that it will acquire Cunningham Lindsey (B-/Watch Pos/--), a lower rated entity. Sedgwick expects to fund the acquisition with proceeds from incremental first- and second-lien term loans, but details have not yet been disclosed. S&P said, "We believe the combined entity will likely benefit from improved global scale and product/service diversity. In our view, Sedgwick has established a successful delevering and acquisition track record. At the same time, this transaction will be larger than Sedgwick's recent deals and will entail increased leverage and integration/execution risks during the next 12 months." S&P said, "We believe the acquisition could close by year-end 2017, or possibly in 2018, given the international nature of Cunningham Lindsey's operations and necessary regulatory approvals. We expect Cunningham Lindsey's debt to be repaid as part of the transaction. "We expect to resolve the CreditWatch placement for Sedgwick by the launch of the transaction financing. We will likely affirm or lower our ratings (by one notch) on Sedgwick at the time depending on our view of combined business and financial profile characteristics. "Subsequently, if the deal is approved by regulators and the companies formally combine, we will likely affirm or raise our rating (by one notch) on Cunningham Lindsey depending on our view of prospective credit characteristics and strategic importance within Sedgwick. If the transaction does not close, we will likely remove our rating on Cunningham Lindsey from CreditWatch." SERVICE CORP: S&P Assigns 'BB+' Rating on New $1.675BB Loans ------------------------------------------------------------ S&P Global Ratings assigned its 'BB+' issue-level rating and '3' recovery rating to the proposed $1.675 billion credit facility to be issued by Service Corp. International (SCI). The new credit facility consists of a $1 billion revolving credit facility (upsized from $700 million) and a $675 million term loan. S&P said, "The '3' recovery rating reflects our expectation for meaningful (65% capped) recovery in the event of a payment default. Our recovery rating on the credit facility is capped at '3'. The amortization on the new term loan would be revised to 5% for the first four years followed by 10% amortization thereafter. The maturity for both the revolver and the term loan will be extended by approximately two years to 2022." S&P said, "In addition, we assigned our 'BB' rating and '5' recovery rating to SCI's new $525 million senior unsecured notes (subordinated). The '5' recovery rating reflects our expectation for modest (10%-30%; rounded estimate: 15%) recovery in the event of a payment default." The company intends to use the proceeds to refinance its existing $700 million term loan due 2021 ($647.5 million outstanding as of Sept. 30, 2017), repay a portion of outstanding revolver borrowings ($470 million as of Sept. 30, 2017), and redeem its $250 million senior unsecured notes due 2018. The transaction will be leverage neutral, and S&P expects the company will end 2017 with pro forma leverage of 3.9x. S&P's 'BB+' corporate credit rating and stable outlook on SCI reflects the company's narrow, but leading position as a provider of funeral and cemetery services. It also reflects S&P's expectation that adjusted leverage will range between the mid-3x and low-4x area over the next couple of years. RECOVERY ANALYSIS Key analytical factors S&P has reviewed its recovery analysis on SCI in conjunction with the company's proposed revisions to its capital structure. Pro forma for the transaction, the company's capital structure will consist of a $1 billion revolving credit facility, a $675 million first-lien term loan, and $2.35 billion of senior unsecured notes. S&P said, "Our simulated default scenario contemplates a default in 2022. For the company to default, we estimate EBITDA would need to decline significantly, representing a dramatic devaluation of SCI's funeral home and cemetery assets stemming from a period of prolonged economic weakness and adverse changes in the regulatory, legal, and/or competitive environment. We have valued the company as a going concern, applying a 5.5x multiple on our projected emergence EBITDA." Simulated default assumptions -- Simulated year of default: 2022 -- EBITDA at emergence: $354.9 mil. -- EBITDA multiple: 5.5x Simplified waterfall -- Net enterprise value (after 5% admin costs): $1.9 bil. -- Valuation split in % (obligors/nonobligors): 91/9 -- Estimated priority claims: $0 mil. -- Estimated senior unsecured claim: $1.4 bil. -- Value available to senior unsecured claim: $1.9 bil. --Recovery expectations: 65% (capped) -- Estimated subordinated debt claim: $2.4 bil. -- Value available for subordinated debt claim: $446 mil. --Recovery expectations: 10%-30%; rounded estimate: 15% RATINGS LIST Service Corp. International Corporate Credit Rating BB+/Stable/-- New Rating Service Corp. International Senior Unsecured $1.675 Bil. Credit Facility BB+ Recovery Rating 3 (65%) Subordinated $525 Mil. Notes BB Recovery Rating 5 (15%) SHERIDAN FUND I: S&P Affirms 'CCC+' Issuer Credit Ratings --------------------------------------------------------- S&P Global Ratings said it affirmed its 'CCC+' long-term issuer credit ratings on Sheridan Production Partners I-A, Sheridan Investment Partners I, and Sheridan Production Partners I-M (collectively referred to as "Sheridan Fund I"). The outlook remains negative. S&P said, "At the same time, we affirmed our 'B' issue ratings on both of the first-lien senior secured term loan tranches and the revolving credit facilities. The recovery rating remains '1', indicating our expectations for very high (i.e. 90% to 100%, rounded estimate: 95%) recovery to the creditors in the event of a payment default. "The affirmation of the ratings reflects the fund's continued high leverage burden and potential liquidity issues, which we expect to continue into 2018. The fund's production is slightly below its original plan of 12,000 barrels of oil equivalent per day in 2017. Positively, the fund continues to benefit from its borrowing base holiday over the short term, but it is scheduled to be reinstated in February 2018. "The negative outlook reflects the near-term liquidity pressures the fund may face. Over the next 12 months, the fund has a $54.7 million debt maturity. While crude oil prices have stabilized, there is still the potential that it could face a borrowing base reduction once its holiday is over in February. "We are likely to downgrade the fund if the borrowing base is reduced significantly further, which could would add to liquidity pressure, or if the company does not proactively address its upcoming debt maturities. We could also lower the rating if the company comes closer to breaching its revised covenants. Given the substantial leverage, limited liquidity, and the debt maturities over the next two years, we believe an upgrade is unlikely. "We apply "Corporate Methodology," published Nov. 19, 2013, in conjunction with "Key Credit Factors For The Oil and Gas Exploration And Production Industry," published Dec. 12, 2013, to determine the rating on the debt the funds issue. Through the application of those criteria, we view the oil and gas exploration and production industry as having intermediate industry risk, given its moderately high cyclicality risk and intermediate competitive risk and growth. "Given that the issuers are funds -- and not corporate entities -- we use the section of the criteria, "Rating Private Equity Companies' Debt And Counterparty Obligations," published March 11, 2008, that applies to the analysis of liquidity of funds, in conjunction with the corporate methodology. We apply the private equity fund criteria pertaining to liquidity when investors' ability to redeem shares or a defined time period to liquidate assets of the funds to repay debt has been set within our rating horizon. We currently assess liquidity as "less than adequate" and do not adjust this based on our private equity criteria." SMART & FINAL: Moody's Lowers Corporate Family Rating to B3 ----------------------------------------------------------- Moody's Investors Service downgraded the Corporate Family Rating and the Probability of Default Rating of Smart & Final Stores LLC to B3 and B3-PD from B2 and B2-PD respectively. Moody's also downgraded the ratings of the company's $200 million senior secured ABL revolving credit facility to Ba2 from Ba1 and company's $625 million senior secured first lien term loan to Caa1 from B3. Moody's affirmed the company's speculative grade liquidity rating of SGL-2. The rating outlook is stable. "Smart & Final's credit metrics have been weak and Moody's do not expect much improvement in the next 12 months despite waning deflation as pricing pressure is expected to continue," Moody's Vice President Mickey Chadha stated. "Lease adjusted debt to EBITDA is expected to remain elevated at around 6.5 times which is above Moody's previous expectation of between 5.5 and 6.0 times", Chadha further stated. RATINGS RATIONALE The B3 Corporate Family Rating reflects the company's weak credit metrics. Debt/EBITDA and EBIT/interest was 6.8 times and 1.0 times respectively for the LTM period ended October 8, 2017. The high leverage is mostly due to the increase in debt to finance the conversion of the 33 locations acquired from Haggen in the fourth quarter of fiscal 2015 to the Smart & Final Extra! banner and the deflationary impact on the topline and EBITDA. While the company has publicly indicated they plan to slow their growth, which should help the leverage ratios, Moody's do not expect metrics to improve meaningfully in the next 12 months despite waning deflation as the business environment has become increasing competitive and pricing pressure continues. The rating also continues to reflect Smart & Final's regional concentration, and challenging geographic and demographic markets. The rating acknowledges the company's good liquidity, attractive market niche and relatively stable operating performance in light of the current challenging business environment that has been characterized by deflationary pressure for food retailers and increased promotional activity. Downgrades: Issuer: Smart & Final Stores LLC -- Probability of Default Rating, Downgraded to B3-PD from B2-PD -- Corporate Family Rating, Downgraded to B3 from B2 -- Senior Secured 1st Lien Term Loan, Downgraded to Caa1(LGD4) from B3(LGD4) -- Senior Secured ABL Revolving Credit Facility, Downgraded to Ba2(LGD2) from Ba1(LGD2) Outlook Actions: Issuer: Smart & Final Stores LLC -- Outlook, Remains Stable Affirmations: Issuer: Smart & Final Stores LLC -- Speculative Grade Liquidity Rating, Affirmed SGL-2 The stable outlook incorporates Moody's expectation that over the next 12-18 months credit metrics will improve modestly and remain in line with the rating category. The ratings could be upgraded if the company continues to demonstrate good liquidity, and sustained improvement in profitability and operating margins. Quantitatively, an upgrade could be achieved if debt to EBITDA is sustained below 5.75 times and EBIT to interest is sustained in excess of 1.25 times. Ratings could be pressured if there is a material deterioration in liquidity or if operating performance deteriorates as evidenced by sustained decline in same store sales growth and profitability. Ratings could also be downgraded if the company's financial policies become aggressive particularly in terms of debt financed dividends or share repurchases. Quantitatively ratings could be downgraded if EBIT to interest is sustained below 1.0 times or if debt to EBITDA is sustained above 7.0 times. Smart & Final Stores, Inc. (Smart & Final) operates 316 non-membership, smaller box (16 to 27 thousand square feet), warehouse type grocery and foodservice stores under the "Smart & Final", "Smart & Final Extra!" and "Cash & Carry Smart Foodservice" banners in California, Oregon, Washington, Arizona, Nevada, Montana, Utah and Idaho, with an additional 15 stores in northern Mexico operated through a 50/50 joint venture. Affiliates of Ares Management hold approximately 60% of the company's outstanding shares of common stock. The principal methodology used in these ratings was Retail Industry published in October 2015. SPRINGLEAF FINANCE: Fitch to Rate $500MM Unsec. Notes 'B/RR4' ------------------------------------------------------------- Fitch Ratings expects to assign a rating of 'B'/'RR4' to Springleaf Finance Corporation's $500 million senior unsecured notes due May 2023. Springleaf is a wholly-owned subsidiary of OneMain Holdings, Inc. (OneMain), which has a long-term Issuer Default Rating (IDR) of 'B' with a Positive Rating Outlook. Springleaf intends to use the proceeds from the offering for general corporate purposes and toward the repayment or repurchase of existing unsecured debt, which includes the $700 million, 6.75% OneMain Financial Holdings, Inc. (OMFH) bonds that mature in 2019. The OMFH bonds contain restrictive covenants that require them to be redeemed at a previously set premium depending on the year they are redeemed, which in this case would result in a premium to par of 3.375%. Assuming these bonds are redeemed, the only remaining debt outstanding for OMFH would be the $800 million 7.25% senior unsecured notes due in 2021. KEY RATING DRIVERS The expected unsecured debt rating is equalized with Springleaf's long-term IDR as well as its existing unsecured debt as the new notes will rank equally in the capital structure. The proposed note issuance does not affect Springleaf's long-term IDR of 'B' as overall liquidity and leverage are not expected to change materially. Based on the priority of repayment, the expected unsecured rating of 'B/RR4' implies an average recovery for unsecured debt holders under a stressed scenario. With $557 million of unsecured debt maturing this month (Dec. 15) and the expected redemption of the $700 million of OMFH bonds, OneMain's unsecured debt as a percentage of total debt could dip below OneMain's targeted funding mix in the 40%-50% range, although Fitch believes this would be temporary. RATING SENSITIVITIES The unsecured debt rating is primarily linked to changes in OneMain's long-term IDR but is also sensitive to changes in recovery prospects for the debt class. OneMain's ratings could be upgraded if consolidated leverage is brought down to the company's targeted level of 5x-7x, liquidity and unsecured debt coverage levels remain appropriately managed, and credit performance remains within Fitch expectations. In addition, upward momentum would benefit from a proportionate reduction in capital held at its insurance subsidiaries and the absence of developments in the regulatory landscape that significantly impact OneMain's core businesses. Conversely, negative ratings momentum could be driven by an inability to access the capital markets at a reasonable cost, greater competitive intensity in the nonprime lending segment, substantial credit quality deterioration, a significant increase in asset encumbrance, potential new and more onerous rules and regulations, as well as potential shareholder-friendly actions such as initiating shareholder distributions that are inconsistent with the company's long-term leverage and liquidity targets. An inability to further deleverage the balance sheet could also result in the Outlook being revised to Stable from Positive. Fitch has assigned the following expected rating: Springleaf Finance Corporation -- Unsecured debt 'B/RR4(EXP)'. Fitch currently rates OneMain and its subsidiaries: OneMain Holdings, Inc. -- Long-term IDR 'B'; Springleaf Finance Corp. -- Long-term IDR 'B'; -- Senior unsecured debt 'B/RR4'; OneMain Financial Holdings Inc. -- Long-term IDR 'B'; -- Senior unsecured debt 'B+/RR3'; AGFC Capital Trust I -- Trust preferred securities 'CCC/RR6'. The Rating Outlook is Positive. T-MOBILE USA: Share Repurchase No Impact on Moody's Ba2 CFR ----------------------------------------------------------- The T-Mobile USA, Inc. (T-Mobile) announced a share repurchase program for up to $1.5 billion of common stock through December 31, 2018. Moody's Investors Service expects the program to have no immediate impact on either the Ba2 corporate family rating or the stable outlook. As of September 30, 2017, Moody's adjusted leverage was 3.4x. T-Mobile's credit metrics are expected to remain solid despite the highly competitive US wireless environment, driven by continued postpaid phone subscriber growth, effective marketing and improving cost management. Moody's believes the company is operating below its stated target leverage range of 3x to 4x net debt to core EBITDA (as defined by management). T-Mobile's target leverage equates to Moody's adjusted leverage of approximately 4x to 5x. The company had $739 million of cash as of September 30, 2017 and generated $1 billion of free cash flow over the last 12 months. For 2018, Moody's expects free cash flow to gradually improve driven by continued growth of operating cash flow and stable capital investment. T-Mobile could potentially fund its share repurchase program with its cash balance and through free cash flow generation. However, even if the company issues debt to fund all or a portion of this share repurchase program, leverage would remain well below 4.5x (Moody's adjusted), and there would be no ratings impact. T-Mobile's Ba2 corporate family rating reflects Moody's expectation for sustained market share gains as innovative offerings, improving network performance and good customer service attract new customers. The rating is further supported by improving scale, healthy free cash flow generation, a strong liquidity position and valuable spectrum assets that also provide credit support. These strengths are offset by the company's distant third position in the highly competitive US wireless industry, the high capital intensity associated with rapidly rising bandwidth demand, weak (relative to its larger peers) margins and a moderately leveraged balance sheet. The rating does not receive any lift as a result of Deutsche Telekom AG's (DT, Baa1 stable) ownership stake. T-Mobile's rating could be upgraded if leverage is on track to fall below 4.0x and free cash flow were to improve to the high single digits percentage of total debt (all cited financial metrics are referenced on a Moody's adjusted basis). Downward rating pressure could develop if T-Mobile's leverage is sustained above 4.5x and free cash flow deteriorates. This could occur if EBITDA margins come under sustained pressure or if future debt-funded spectrum purchases significantly exceed Moody's expectations. In addition, a deterioration in liquidity could pressure the rating downward. With headquarters in Bellevue, Washington, T-Mobile USA, Inc. provides mobile communications services under the T-Mobile and MetroPCS brands in the United States, Puerto Rico and the US Virgin Islands. T-Mobile is the third largest wireless carrier in the US with 70.7 million subscribers. During the last 12 months ended September 30, 2017, the company generated $39.8 billion in revenue. Deutsche Telekom AG had an approximately 65% stake in T-Mobile as of September 30, 2017. TELESCAN INC: Taps Charles Parks Pope as Legal Counsel ------------------------------------------------------ Telescan, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Tennessee to hire Charles Parks Pope, Esq., as its legal counsel. Mr. Pope will advise the Debtor regarding its duties under the Bankruptcy Code and will provide other legal services related to its Chapter 11 case. He charges an hourly fee of $250. The Debtor paid the attorney a retainer of $12,500, which included the filing fee of $1,717. Mr. Pope disclosed in a court filing that he is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Mr. Pope maintains an office at: Charles Parks Pope, Esq. P.O. Box 6185 Johnson City, TN 37602 Phone: 423-282-2512 Fax: 423-282-2703 Email: Charles@thepopefirm.com About Telescan Inc. Telescan, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tenn. Case No. 17-51872) on November 26, 2017. Telescan, Inc. -- http://www.mytelescan.com/-- is in the Long Distance Telephone Communications business. Judge Marcia Phillips Parsons presides over the case. At the time of the filing, the Debtor disclosed that it had estimated assets and liabilities of less than $50,000. TELEXFREE LLC: Trustee's Sale of West Palm Beach Property Approved ------------------------------------------------------------------ Judge Melvin S. Hoffman of the U.S. Bankruptcy Court for the District of Massachusetts authorized Stephen B. Darr, the Chapter 11 Trustee of TelexFREE, LLC et al., to sell the Estates' right, title and interest in certain real property located at 5600 N. Flagler Drive, #307, West Palm Beach, Florida to Jamal Allam or his nominee for $133,000. The hearing on the Motion scheduled for Dec. 12, 2017 is cancelled. The sale is in "as is" and "where is" condition, without representations or warranties whatsoever, either express or implied, and free from liens, claims, encumbrances and interests except as to restrictions, easements, and limitations as provided in the Sale Agreement. About TelexFREE, LLC TelexFREE -- http://www.TelexFREE.com/-- is a telecommunications business that uses multi-level marketing to assist in the distribution of voice over internet protocol telephone services. TelexFREE's retail VoIP product, 99TelexFREE, allows for unlimited international calling to seventy countries for a flat monthly rate of $49.90. TelexFREE had over 700,000 associates or promoters worldwide. TelexFREE though was facing accusations of operating a $1 billion-plus pyramid scheme. TelexFREE LLC and two affiliates sought bankruptcy protection (Bankr. D. Nev. Lead Case No. 14-12525) on April 13, 2014. Alvarez & Marsal North America, LLC, is serving as restructuring advisor and Greenberg Traurig, LLP and Gordon Silver are serving as legal advisors to TelexFREE. Kurtzman Carson Consultants LLC serves as claims and noticing agent. TelexFREE, LLC, estimated $50 million to $100 million in assets and $100 million to $500 million in liabilities. In May 2014, the Nevada bankruptcy court approved the motion by the U.S. Securities & Exchange Commission to transfer the venue of the Debtors' cases to the U.S. Bankruptcy Court for the District of Massachusetts (Bankr. D. Mass. Case Nos. 14-40987, 14-40988 and 14-40989). On June 6, 2014, Stephen Darr was appointed as Chapter 11 trustee. TLA TANNING: Sale of Buford Business Assets to Jones for $15K OK'd ------------------------------------------------------------------ Judge Barbara Ellis-Monro of the U.S. Bankruptcy Court for the Northern District of Georgia authorized TLA Tanning Corp.'s sale of a portion of its Buford Georgia business assets outside the ordinary course of business to Ms. Vonda Jones for $15,000. A hearing on the Motion was held on Nov. 28, 2017. The Debtor will retain the Funds in the DIP account and will not disburse or invade the Funds without further order of the Court. The Debtor's secured creditors and the Debtor's counsel will determine the priority of the various liens on the Assets and submit a proposed disbursement of the Funds to be made by separate order or incorporated within the Chapter 11 Plan of Reorganization. The counsel for Debtor will promptly serve a copy of the Order on (i) the Office of the United States Trustee; (ii) all secured and unsecured creditors in the case and their counsel; and (iii) any other parties or entities requesting service. About TLA Tanning Corp. TLA Tanning Corp. is in the tanning and the related retail marketing, distribution and sale of products, services and merchandise related thereto. It operated two stores across the State of Georgia, in the cities of Loganville and Buford. The company is owned by Todd and Linda Amerman, who acquired the Buford business from prior owner Gary Harvin. Buford, Ga.-based TLA Tanning Corp. filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ga. Case No. 16-64819) on Aug. 25, 2016, estimating under $1 million in both assets and liabilities. Todd B. Amerman, president, signed the petition. The Debtor is represented by Howard P. Slomka, Esq. TRACY JOHN CLEMENT: Trustee's Auction of Real Property Approved --------------------------------------------------------------- Judge Michael E. Ridgway of the U.S. Bankruptcy Court for the District of Minnesota authorized Phillip L. Kunkel, Chapter 11 Trustee for Tracy John Clement, to sell at auction the real property consisting of 1,230 acres of agricultural land located primarily in Mower County and Fillmore County, Minnesota; pastureland in Howard County, Iowa; and a commercial grain storage facility in Jerauld County, South Dakota. The Trustee is authorized to sell each of the Parcels free and clear of all liens, encumbrances, and other interests, but subject to easements of record and the Debtor's right of first refusal ("ROFR") provided in the Memorandum of Understanding approved by the Court on March 20, 2017. To maximize the amount realized by the estate from the sales of the Real Property, the Trustee, through his duly employed auctioneers Steffes Group, Inc., is authorized to conduct an auction for all of the Real Property at such date, time and location as the Trustee, in consultation with Steffes, may determine. The Trustee, in consultation with Steffes, is authorized to establish any other or additional terms or procedures during the Auction as they deem reasonable in their sole and absolute discretion. All bidding will be conducted at the Auction and no bids will be tendered or accepted after the Auction has concluded. Steffes will provide copies of the Bidding Terms to all parties who are known to have expressed an interest in any of the Real Property or who Steffes otherwise believes may have an interest in any of the Real Property. In the event the Trustee determines by Dec. 31, 2017, in an exercise of his business judgment and in consultation with the holder(s) of any lien(s) affecting the respective property, that a private sale without a commission is in the best interest of the estate, he may remove such property from the auction contemplated by the Motion and proceed by separate motion to obtain approval thereof, provided however that the estate is reimbursed for all reasonable auction expenses incurred through the date of the Trustee's acceptance. At the conclusion of the Auction, the Trustee, in consultation with Steffes and with the holder(s) of any lien(s) affecting the respective Parcel, will identify the highest and best bid for each Parcel. The Trustee will retain full discretion and right to exercise his business judgment to determine which bid or combination of bids, if any, constitutes the highest or otherwise best bid based on all of the circumstances, and which bid or combination of bids should be selected as the Successful Bid for each Parcel, all of which are subject to final approval by the Court. Within two business days after the conclusion of the Auction, the Trustee will file a report with the Court setting forth the name of the Successful Bidder and the amount of the bid selected as the Successful Bid for each Parcel. On the date the Auction Report is filed with the Court, the Trustee will serve the Auction Report on counsel for the Debtor, the holders of each lien affecting any of the Real Property or their respective counsel, counsel for the Official Committee of Unsecured Creditors, and the Office of the United States Trustee. The filing of the Auction Report will initiate the Debtor's 15-day period to exercise the ROFR on each Parcel for which a Successful Bid was reported. In order to exercise the ROFR on any Parcel, on 15 days following the filing of the Auction Report the Debtor will (i) provide written notice to the Trustee of his intention to exercise the ROFR on the specific Parcel and (ii) remit to the Trustee a nonrefundable deposit of 10% of the amount of the Successful Bid for the specific Parcel in certified or immediately available funds. Within five business days following the expiration of the ROFR, the Trustee will file a motion with the Court on an expedited basis seeking one or more orders of the Court approving the sale of each Parcel to the Successful Bidder for that Parcel or, if the Debtor has properly and timely exercised the ROFR for a specific Parcel, to the Debtor for that specific Parcel, and authorizing the Trustee to close all such sales. Each Successful Bidder will close the sale(s) of its respective Parcel(s) no later than 30 days after the expiration of the ROFR if the Debtor does not properly and timely exercise the ROFR with respect to that Successful Bidder's respective Parcel(s). The Debtor will close the sale(s) of the Parcel(s) for which the Debtor has properly and timely exercised the ROFR no later than 65 days after the filing of the Auction Report. All liens, encumbrances, and other interests that attach to a Parcel will attach to the proceeds of the sale of that Parcel with the same validity, priority and extent as the liens, encumbrances, and other interests attached to the Parcel prior to the closing of the sale. The 14-day stay provided by Fed. R. Bankr. P. 6004(h) is waived, and the Order is effective immediately. About Tracy John Clement Tracy John Clement sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Minn. Case No. 16-31189) on April 11, 2016. The Debtor tapped James C. Brand, Esq., at Fredrikson & Byron PA, as counsel. On May 3, 2016, the Office of the United States Trustee appointed an Official Committee of Unsecured Creditors. On Sept. 19, 2017, Phillip L. Kunkel was appointed as the Chapter 11 Trustee for the Debtor. The attorneys for the Trustee are: Abigail M. McGibbon, Esq. P. Jason Thibodeaux, Esq. Abigail M. McGibbon, Esq. GRAY, PLANT, MOOTY, MOOTY & BENNETT, P.A. 500 IDS Center 80 South Eighth Street Minneapolis, MN 55402 Tel: 612-632-3484 Fax: 612-632-4000 E-mail: jason.thibodeaux@gpmlaw.com abigail.mcgibbon@gpmlaw.com TRAVIS RAGSDALE: $1.2M Sale of Dallas Property to H-Damani Okayed ----------------------------------------------------------------- Judge Paul W. Bonapfel of the U.S. Bankruptcy Court for the Northern District of Georgia authorized Travis Wade Ragsdale's sale of (i) the real property consisting of 13.33 acres at the corner of Cedarcrest Road and Seven Hills Connector, Dallas, Georgia, and is also described as Land Lot 533 of the 3rd District, 3rd Section of the Paulding County land record, for $1,150,000; and (ii) an additional parcel known as 11119 Cartersville Highway, Dallas, Georgia for $15,000. The sale is free and clear of all interests, liens, encumbrances, and/or alleged secured indebtedness of any kind or nature. The sale of the Cedarcrest Property is subject to these conditions, which the Debtor is authorized fulfill: a. Westside Bank will receive at closing, immediately available funds constituting all net proceeds from the sale of the Cedarcrest Property (after payment of only necessary, normal, customary, and reasonable closing fees and expenses), or not less than $1,140,000 in immediately available funds, whichever amount is greater, and which Westside Payment will be delivered via wire transfer in accordance with instructions to be provided by Westside Bank, and which Westside Payment will be received by Westside Bank not later two business days after closing, and in no event later than 2:00 p.m. (ET) on Dec. 18, 2017 (unless otherwise approved in advance in writing by Westside Bank); b. delivery of a draft HUD-1 settlement statement, not later than two business days in advance of the closing of the sale of the Cedarcrest Property, evidencing and confirming proposed payment of only necessary, normal, customary, and reasonable closing fees and expenses, payment of all net proceeds to Westside Bank, and that no proceeds from the sale of the Cedarcrest Property are to be paid to the Debtor, any of the Debtor's affiliates or any of the Debtor's insiders; and c. delivery of a true and correct copy of the actual, fully executed settlement statement, not later than three business days after the closing of the sale of the Cedarcrest Property, confirming and evidencing payment of only necessary, normal, customary, and reasonable closing fees and expenses, payment of all net proceeds to Westside Bank, and that the Debtor, the Debtor's affiliates and the Debtor's insider received no proceeds from the sale of the Cedarcrest Property. In the event Westside Bank objects to the HUD-1 settlement statement, then counsel for the Debtor may coordinate and schedule an expedited hearing on any remaining issues with notice to Westside Bank and the United States Trustee. The sale of the 11119 Cartersville Highway Property is subject to these conditions, which the Debtor is authorized to fulfill: a. the gross sales price of $15,000.may be first applied to normal, customary, and reasonable closing fees and expenses ; b. upon the written request of any creditor, the United States Trustee, or party in interest, the closing attorneys for the proposed sale (presently designated as Jeffrey A. Watkins, PC) will provide the requesting party a proposed HUD-1 settlement statement showing all closing costs and the net proceeds; and c. to the extent that net proceeds from the sale of the Cedarcrest Property are insufficient to cover the Westside Payment, net proceeds from the sale of the 11119 Cartersville Highway Property will be used to pay any amount needed to pay the Westside Payment. Any remaining net proceeds from the sale of the 11119 Cartersville Highway Property will be remitted directly to counsel for the Debtor to be held in the escrow account of Brian R. Cahn & Associates, LLC, maintained with Bank of America, until further Order of the Court, following notice to, and opportunity to be heard by Westside Bank, Shannon Ragsdale, and any other creditors and parties in interest. Travis Wade Ragsdale sought Chapter 11 protection (Bankr. N.D. Ga. Case No. 15-40844) on April 14, 2015. TS WAXAHACHIE: Wants Court to Conditionally Approve Disclosures --------------------------------------------------------------- TS Waxahachie, LLC, filed an amended motion asking the U.S. Bankruptcy Court for the Northern District of Texas to conditionally approve its disclosure statement. The Debtor also asks the Court to fix a date and time for the hearing on final approval of the disclosure statement and for the hearing on plan confirmation. As previously reported by The Troubled Company Reporter, under the Plan, the general unsecured creditors classified in Class 6 will receive a distribution of 100% of their allowed claims, to be distributed as in pro-rata shares over the period of 7 years. Payments and distributions under the Plan will be funded by the income generated by the Debtor. The Debtor estimates that its total obligation under the terms of the plan would be approximately $3,089 per month. However, the Debtor anticipates that the monthly amount will decrease as debts are paid off. A full-text copy of the Disclosure Statement is available for free at https://tinyurl.com/yddmtw9h About TS Waxahachie TS Waxahachie, LLC is a privately-held limited liability company formed in May 26, 2015, and based in Waxahachie, Texas. Its principal business consists of a pizza restaurant. Its management team is lead by Joshua Evola. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case No. 17-30265) on January 20, 2017. The petition was signed by Joshua Evola, manager. The case is assigned to Judge Stacey G. Jernigan. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. No trustee, examiner or creditors' committee has been appointed. VANGUARD HEALTH: Settles Amerifactors' Secured Claim ---------------------------------------------------- Vanguard Health & Wellness, LLC, filed with the U.S. Bankruptcy Court for the Northern District of Illinois a small business amended disclosure statement describing its Chapter 11 Plan dated Nov. 21, 2017. Class 2(b) under the latest plan is the secured claim of Amerifactors Financial Group LLC in the amount of $220,000. This class will be paid in accordance with a settlement agreement between the parties. The initial version of the plan provided that this class will be paid in accordance with the contract. A full-text copy of the Amended Disclosure Statement is available at: http://bankrupt.com/misc/ilnb17-04707-137.pdf About Vanguard Health Vanguard Health & Wellness LLC based in Des Plaines, IL, filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 17-04707) on February 17, 2017. The Hon. Jacqueline P. Cox presides over the case. Xiaoming Wu, Esq., at Ledford Wu & Borges, LLC, to serve as bankruptcy counsel. In its petition, the Debtor estimated $568,946 in assets and $1.70 million in liabilities. The petition was signed by Michael Zayats, president. VELOCITY HOLDINGS: Stock Transfer Protocol Has Interim Approval --------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware approved, on an interim basis, the notification and hearing procedures proposed by Velocity Holdings Company Inc. and its debtor-affiliates for the transfers of and declarations of worthlessness with respect to the company's common stock. Pursuant to the interim order, the procedures will apply to the holding and transfers of common stock or any beneficial ownership therein by a substantial shareholder or someone who may become a substantial shareholder. In addition, a substantial shareholder may not consummate any purchase sale, sale, or other transfer of common stock or beneficial ownership of common stock in violation of the procedures, and any such transaction in violation of the procedures will be null and void ad initio. A final hearing on the Debtors' request will be held on Dec. 13, 2017, at 1:00 p.m. (prevailing Eastern Time). About Velocity Holding Company Inc. Velocity Holding Company, Inc., doing business as Motorsport Aftermarket Group -- http://www.maggroup.com/-- is an independent wholesale distributor, designer, manufacturer, retailer, and marketer of aftermarket parts, apparel, and accessories for the powersports industry. The powersports industry is a subset of the broader motorsports industry and consists of vehicles such as motorcycles, all-terrain vehicles, "side-by-sides" or utility terrain vehicles, and snowmobiles, among others. The MAG Group office provides support in the areas of business development, finance, sourcing, information technology, sales, marketing and administration. Velocity Holding Company, Inc., and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 17-12442) on Nov. 15, 2017, after reaching a deal that would transfer ownership of the Company to the first lien lenders. Velocity Holding estimated debt of $100 million to $500 million. The Hon. Kevin J. Carey is the case judge. The Debtors tapped Proskauer Rose LLP as counsel; AlixPartners as restructuring advisor; and Donlin, Recano & Company, Inc., as claims and noticing agent. The claims agent maintains the site http://www.donlinrecano.com/vhc Andrew Vara, acting U.S. trustee for Region 3, appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Velocity Holding Company, Inc., and its affiliates. VISTA OUTDOOR: Moody's Lowers CFR to B1, Outlook Negative --------------------------------------------------------- Moody's Investors Service downgraded Vista Outdoor Inc.'s Corporate Family Rating (CFR) to B1 from Ba3. The Probability of Default Rating was downgraded to B1-PD from Ba3-PD and the rating on the company's unsecured notes was downgraded to B3 from B2. The Speculative Grade Liquidity Rating was downgraded to SGL-3 from SGL-2. The CFR downgrade reflects Vista's weak operating performance and deteriorating credit metrics and Moody's view that they will remain weak for an extended period. This action concludes a review for downgrade that was initiated on November 10, 2017. The rating outlook is negative. "A challenging retail market and weak demand for recreational firearms and accessories is pressuring revenue and margins," said Kevin Cassidy, Senior Credit Officer at Moody's Investors Service. This has resulted in weak credit metrics with debt to EBITDA currently around 4.5 times. "Moody's expect leverage to increase to 5 times through March 2018 as revenue and earnings continue to decline," noted Cassidy. Leverage should then start to decrease and approach 4.5 times in 2019 as revenue and earnings start to improve and Vista repays debt with free cash flow. The negative look reflects the uncertainty over when gun and ammunition demand trends will stabilize and when Vista's operating performance will improve. In the negative outlook Moody's also considers the uncertainty over Vista's ability to comply with leverage covenants. The downgrade of the speculative grade liquidity rating to SGL-3 from SGL-2 reflects Moody's expectation that Vista will have lower free cash flow than previously estimated. It also reflects Moody's uncertainty about Vista's ability to comply with leverage covenants in its bank credit facilities. The B3 rating on the unsecured notes is two notches lower than the B1 CFR. This reflects their effective subordination to the unrated secured credit facilities ($592 million term loan and $400 million revolver). The notes are guaranteed by the company's domestic operating subsidiaries. Ratings downgraded: Corporate Family Rating to B1 from Ba3; Probability of Default Rating to B1-PD from Ba3-PD; $350 million unsecured notes to B3 (LGD 5) from B2 (LGD 5); Speculative Grade Liquidity Rating to SGL-3 from SGL-2; The rating outlook is negative RATINGS RATIONALE Vista Outdoor's B1 Corporate Family Rating reflects its high financial leverage with debt to EBITDA expected to approach 5 times. The rating is also constrained by the company's weak operating performance and the regulatory uncertainty surrounding the gun industry. Because of this uncertainty, Vista's credit metrics need to be stronger than other similarly-rated consumer durable companies. The rating is also constrained by its exposure to volatile raw material prices (i.e., copper and lead). The rating is supported by Vista's good size for its product niche with revenue around $2.4 billion. Ratings also benefit from Vista's strong brand recognition with brands such as Federal, CamelBak, and Bell. It also benefits from an expanding base of firearm enthusiasts, and solid market share in ammunition and outdoor products. If the company's operating performance continues to deteriorate the rating could be lowered. Significant changes in gun regulations that reduce gun and accessory sales could also prompt a downgrade. Debt to EBITDA remaining above 5 times for a prolonged period could also result in a downgrade. Failure to comply with debt covenants would also put pressure on the rating. An upgrade is possible if Vista can increase revenue and restore its earnings, cash flow, and credit metrics in the face of industry uncertainties. Debt to EBITDA approaching 4 times could lead Moody's to consider an upgrade. The principal methodology used in this rating was that for the Consumer Durables Industry published in April 2017. Vista Outdoor (Vista), based in Farmington, Utah, is a manufacturer and marketer of outdoor sports, recreation products and ammunition. The company produces a broad product line for the biking, winter sports, hunting, shooting sports, wildlife watching, archery, and golf markets. Major brands include Bushnell, BLACKHAWK!, CamelBak, Savage Arms, Federal, Bell, and Giro. Revenue is approximately $2.4 billion. VOLUME DRIVE: Seeks Court Approval to Use Cash Collateral --------------------------------------------------------- Volume Drive Inc., requests the U.S. Bankruptcy Court for the Middle District of Pennsylvania to allow it to utilize its cash, accounts receivable, and cash equivalents. Volume Drive does not believe any Creditor has a lien upon its cash, cash equivalents, and/or accounts receivables. The Debtor believes that it will incur additional expenses as a result of the Chapter 11 filing, including additional payments for professionals and for Quarterly Fees owed to the Office of the U.S. Trustee. Additionally, the Debtor also requires cash to continue its operations, specifically for the payment of utilities, insurance, and other operating expenses. The Debtor believes that it will be able to effectively reorganize if it is allowed to pay its expenses and continue its operations. The Debtor asserts that it can operate on a break-even basis. A full-text copy of the Debtor's Motion is available at: http://bankrupt.com/misc/pamb17-04763-14.pdf About Volume Drive Inc. Volume Drive Inc., a Pennsylvania corporation engaged in providing cloud storage services to its customers throughout the United States, filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. M.D. Pa. Case No. 17-04763) on November 17, 2017. The Debtor is represented by: Edward J. Kaushas, Esq. KAUSHAS LAW Room 3218 Pittston Ave Scranton, PA 18505 Phone: (570) 299-7487 Fax: (570) 227-3196 Email: ekaushas@kaushaslaw.com WALTER INVESTMENT: Seeks $1.9B Warehouse Financing for Affiliates ----------------------------------------------------------------- Walter Investment Management Corp. asks permission from the U.S. Bankruptcy Court for the Southern District of New York to guarantee up to $1.90 billion in warehouse financing of its non-debtor affiliates Ditech Financial LLC, Reverse Mortgage Solutions, Inc., RMS REO CS, LLC, and RMS REO BRC, LLC, from Credit Suisse First Boston Mortgage Capital LLC, Credit Suisse AG, Cayman Islands Branch, Barclays Bank PLC, or their respective affiliates and other permitted assigns, and to use cash collateral. Sunny Singh, Esq., at Weil, Gotshal & Manges LLP, explains that Walter's capital needs are unique and substantial. In the ordinary course, the Company uses commitments under its warehouse facilities to fund the loans that it originates and to repurchase reverse mortgage loans from securitization pools. It also uses advance facilities and structured finance facilities issued by special purpose entities to fund advances on the mortgage loans that the Company services. Finally, at any given time, the Company hedges its interest rate exposure with respect to loans that are either awaiting transfer into securitizations or are subject to interest rate locks by the borrowers. The relief sought in the Motion is needed (i) to enable the Debtor to facilitate up to $1.9 billion in warehouse financing for its primary operating subsidiaries, Ditech Financial LLC and Reverse Mortgage Solutions Inc. (each, an "OpCo" and together the "OpCos"), under various master repurchase agreements and (ii) provide access to $1.35 billion in hedging capacity collectively, the "DIP Warehouse Financing"). The DIP Warehouse Financing will provide the Company increased commitment levels and more advantageous terms compared to the existing facilities. It will also ensure that the Company's warehouse financing needs will be available and not abruptly terminated. The DIP Warehouse Lenders have agreed to extend financing to the operating subsidiaries of the Debtor -- allowing the subsidiaries to remain outside of chapter 11 -- in exchange for the Debtor's guaranties and certain additional protections. The proposed structure will enable the Debtor to carry out the restructuring in the most efficient manner and with minimal disruption to the Company's operations. To be clear, because the Debtor is the only chapter 11 filer, the Motion and proposed order do not seek authorization for the non- Debtor affiliates to enter into the DIP Documents, grant liens or incur obligations there under. In addition, the Debtor's prepetition secured term loan lenders (distinct from the Company's DIP Warehouse Lenders) have agreed to the Debtor's use of the Prepetition Collateral, including cash collateral, in exchange for certain agreed upon adequate protection (the "Adequate Protection"). As a result of being able to access the Prepetition Collateral, the Debtor will continue to have access to the Company's cash management system and incur intercompany obligations in the ordinary course of business, which will enable seamless funding of the Debtor's anticipated short stay in chapter 11. Warehouse Financing Credit Suisse First Boston Mortgage Capital LLC is the administrative agent. The loan will have these interest rates: (i) New Forward Origination Facility: Three month LIBOR plus 3.00%; (ii) New Servicing Advance Facility: Three month LIBOR plus 3.00%; (iii) New Reverse Mortgage Facility: Three month LIBOR plus 4.50%; Each Borrower's obligations under the DIP Warehouse Facility Agreements will be secured solely by (i) assets of the Borrower (and in the case of the New Servicing Advance Facility Agreements, the assets of two securitization trusts) consistent with, the Prepetition Warehouse Facilities, as applicable, that are being refinanced, (ii) the collateral under the Netting Agreement, and (iii) the collateral under the MSFTAs. Pursuant to the terms of the Netting Agreement, the obligations under the DIP Warehouse Facility Agreements and the MSFTAs will be netted and cross-collateralized until the occurrence of the Effective Date and the entry into the Exit Facility Agreements. There is no Collateral being provided by the Debtor to support its guarantees. Upon the Effective Date and the entry into the Exit Facility Agreements, the Netting Agreement will be amended to apply only to Ditech, the MSFTAs and the New Forward Origination Facility Agreement. Ditech's obligation under the MSFTAs with the Lenders and each Borrower's obligation under the applicable DIP Warehouse Facility Agreement, if any, will be cross-collateralized with each other Borrower's respective obligation under all of the DIP Warehouse Facility Agreements. The DIP Warehouse Agent, on behalf of itself and the DIP Warehouse Lenders, shall receive a superpriority administrative expense claim as provided for in Section 507(b) of the U.S. Bankruptcy Code senior to all other administrative expense claims, and subject only to the Carve Out and the Prepetition Credit Agreement Superpriority Claim. The loan will mature on the earlier of (a) the effective date of the Prepackaged Plan and (b) 180 days after the filing of the case. The Debtor will comply with these Chapter 11 milestones: (a) on or before the date that is three business days following the filing of the Chapter 11 petition commencing the case, entry of the interim DIP court order and (b) Borrowers draw on the funds available under the DIP Warehouse Facility Agreements by Dec. 29, 2017; (b) on or before the date that is 30 days following the entry of the Interim DIP Order, the Final DIP Order will have been entered by the Bankruptcy Court; and (c) the Effective Date of the Prepackaged Plan will have occurred on or before the date that is 120 days following the entry of the Interim DIP Order. The Debtor is authorized, subject to the terms and conditions of the Interim DIP Order to use the Prepetition Collateral, including cash collateral, during the period from the Petition Date through the occurrence of the earliest of: (i) any of the following events subject to any cure period set forth in Paragraph 4(b) of the Interim DIP Order: i. the effective date of the Prepackaged Plan; Restated Restructuring Support Agreement, dated as of Oct. 20, 2017, between WIMC and certain Prepetition Term Loan Lenders; ii. the termination of that certain Amended and Restated Restructuring Support Agreement, dated as of Oct. 20, 2017, between WIMC and certain Prepetition Term Loan Lenders; iii. the acceleration of the Debtor's obligations under the DIP Warehouse Guaranty, unless such acceleration is rescinded in accordance with Paragraph 7(b) of the Interim DIP Order; iv. the failure of the Debtor to make Adequate Protection Payments as and when required under this Interim Order; provided that following receipt of the necessary notices, the Debtor will have the benefit of a three business day cure period with respect to clause 4(a)(iv) of the Interim DIP Order; v. the failure of the Debtor to provide financial reporting in accordance with clause 4(a)(v) of the Interim DIP Order and the applicable agreements; provided, that, notwithstanding anything to the contrary in this Interim Order or the applicable agreements, following receipt of the necessary notices, the Debtor will have the benefit of a seven business day cure period with respect to clause 4(a)(v) of the Interim DIP Order; vi. the failure to comply with clause 4(c)(i)(B) of the Interim DIP Order; and vii. the dismissal of this Chapter 11 case, the conversion of this chapter 11 Case to a case under Chapter 7 of the Bankruptcy Code, or the appointment of a Chapter 11 trustee in this Chapter 11 case. Walter's capital needs are unique and substantial. In the ordinary course, the Company uses commitments under its warehouse facilities to fund the loans that it originates and to repurchase reverse mortgage loans from securitization pools. It also uses advance facilities and structured finance facilities issued by special purpose entities to fund advances on the mortgage loans that the Company services. Finally, at any given time, the Company hedges its interest rate exposure with respect to loans that are either awaiting transfer into securitizations or are subject to interest rate locks by the borrowers. The relief sought in this motion is needed (i) to enable the Debtor to facilitate up to $1.9 billion in warehouse financing for its primary operating subsidiaries, Ditech Financial LLC and Reverse Mortgage Solutions Inc., under various master repurchase agreements and (ii) provide access to $1.35 billion in hedging capacity. The DIP Warehouse Financing will provide the Company increased commitment levels and more advantageous terms compared to the existing facilities. It will also ensure that the Company's warehouse financing needs will be available and not abruptly terminated. The DIP Warehouse Lenders have agreed to extend financing to the operating subsidiaries of the Debtor -- allowing the subsidiaries to remain outside of Chapter 11 -- in exchange for the Debtor's guaranties and certain additional protections. The proposed structure will enable the Debtor to carry out the restructuring in the most efficient manner and with minimal disruption to the Company's operations. To be clear, because the Debtor is the only chapter 11 filer, the motion and proposed order do not seek authorization for the non-Debtor affiliates to enter into the DIP Documents, grant liens or incur obligations. In addition, the Debtor's prepetition secured term loan lenders have agreed to the Debtor's use of the Prepetition Collateral, including cash collateral, in exchange for certain agreed upon adequate protection. As a result of being able to access the Prepetition Collateral, the Debtor will continue to have access to the Company's cash management system and incur intercompany obligations in the ordinary course of business, which will enable seamless funding of the Debtor's anticipated short stay in chapter 11. The Debtor negotiated the DIP Warehouse Financing and the Adequate Protection with the DIP Warehouse Credit Parties and its prepetition secured term loan lenders in good faith and at arm's length, and believes that the terms of the DIP Warehouse Financing and Adequate Protection are competitive and the best terms that could be obtained under the circumstances. The DIP Warehouse Financing has been market tested and is the best of three offers received by the Company. A copy of the Debtors' request is available at: http://bankrupt.com/misc/nysb17-13446-19.pdf About Walter Investment Based in Fort Washington, Pennsylvania and established in 1958, Walter Investment Management Corp., formerly known as Walter Investment Management LLC -- http://www.walterinvestment.com/-- is a diversified mortgage banking firm focused primarily on servicing and originating residential loans, including reverse loans. The company services a wide array of loans across the credit spectrum for its own portfolio and for GSEs, government agencies, third-party securitization trusts and other credit owners. The company originates and purchases residential loans that it predominantly sells to GSEs and government entities. Walter Investment commenced a prepackaged chapter 11 case (Bankr. S.D.N.Y. Lead Case No. 17-13446) with a plan of reorganization where the Company commits to reduce its outstanding corporate debt by approximately $806 million through a combination of cancellation of debt ($531 million) and principal paydowns ($275 million). As of Sept. 30, 2017, the Debtor had total assets of $14.97 billion and total debt of $15.21 billion. The case is assigned to Hon. James L. Garrity Jr. Weil, Gotshal & Manges LLP, is the Debtor's counsel, with the engagement led by Sunny Singh, Esq., Ray C. Schrock, P.C., and Joseph H. Smolinsky, Esq. The Debtor's investment banker is Houlihan Lokey Capital, Inc. The Debtor's Restructuring Advisor is Alvarez & Marsal North America, LLC. The Debtor's claims and noticing agent is Prime Clerk LLC. WALTER INVESTMENT: Taps Prime Clerk as Administrative Advisor ------------------------------------------------------------- Walter Investment Management Corp. seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Prime Clerk LLC as its administrative advisor. The firm will provide bankruptcy administrative services to the company and its affiliates, which include assisting them in the solicitation, balloting and tabulation of votes; preparing an official ballot certification; providing a confidential data room; and managing any distribution pursuant to a bankruptcy plan. The firm's hourly rates are: Analyst $30 - $50 Technology Consultant $35 - $95 Consultant/Sr. Consultant $65 - $165 Director $175 - $195 COO/Executive VP No charge Solicitation Consultant $190 Director of Solicitation $210 Shira Weiner, general counsel of Prime Clerk, disclosed in a court filing that the firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Prime Clerk can be reached through: Shira D. Weiner Prime Clerk LLC 830 Third Avenue, 9th Floor New York, NY 10022 Phone: (212) 257-5450 About Walter Investment Based in Fort Washington, Pennsylvania, Walter Investment Management Corp., fka Walter Investment Management LLC, sought voluntary protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 17-13446) on November 30, 2017. Established in 1958, Walter Investment -- http://www.walterinvestment.com/-- is a diversified mortgage banking firm focused primarily on servicing and originating residential loans, including reverse loans. The company services a wide array of loans across the credit spectrum for its own portfolio and for GSEs, government agencies, third-party securitization trusts and other credit owners. The company originates and purchases residential loans that it predominantly sells to GSEs and government entities. The case is assigned to Hon. James L. Garrity Jr. The Debtor is represented by Sunny Singh, Esq., Ray C. Schrock, P.C., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, in New York. As of Sept. 30, 2017, the Debtor had total assets of $14.97 billion and total debts of $15.21 billion. The petition was signed by David Coles, the Debtor's senior vice-president. WALTER INVESTMENT: Taps Weil Gotshal as Legal Counsel ----------------------------------------------------- Walter Investment Management Corp. seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Weil, Gotshal & Manges LLP as its legal counsel. The firm will assist the Debtor in the administration of its estate and will provide other legal services related to its Chapter 11 case. The firm's hourly rates range from $990 to $1,500 for members and counsel, $535 to $975 for associates, and $230 to $385 for paraprofessionals. Prior to the petition date, Weil received payments and advances in the aggregate amount of $16,364,867.66 for professional services performed and to be performed, including the preparation for the filing and prosecution of the Debtor's case. The firm has a remaining credit balance in favor of the Debtor for future professional services to be performed and expenses to be incurred in connection with its case in the approximate amount of $1.5 million. Ray Schrock, P.C., disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Mr. Schrock disclosed that his firm has not agreed to any variations from, or alternatives to, its standard or customary billing arrangements; and that no Weil professional has varied his rate based on the geographic location of the bankruptcy case. Mr. Schrock also disclosed that his firm is developing a prospective budget and staffing plan for the case for the period beginning December 2017 and ending January 2018. Weil can be reached through: Ray C. Schrock, P.C. Joseph H. Smolinsky, Esq. Sunny Singh, Esq. Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153 Tel: (212) 310-8000 Fax: (212) 310-8007 Email: ray.schrock@weil.com Email: joseph.smolinsky@weil.com Email: sunny.singh@weil.com About Walter Investment Established in 1958, Walter Investment Management Corp. -- http://www.walterinvestment.com/-- is a diversified mortgage banking firm focused primarily on servicing and originating residential loans, including reverse loans. The company services a wide array of loans across the credit spectrum for its own portfolio and for GSEs, government agencies, third-party securitization trusts and other credit owners. The company originates and purchases residential loans that it predominantly sells to GSEs and government entities. Based in Fort Washington, Pennsylvania, Walter Investment, formerly known as Walter Investment Management LLC, sought voluntary protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 17-13446) on November 30, 2017. The petition was signed by David Coles, the Debtor's senior vice-president. The case is assigned to Hon. James L. Garrity Jr. The Debtor hired Houlihan Lokey Capital, Inc. as its investment banker, and Alvarez & Marsal North America, LLC to provide restructuring services. Prime Clerk LLC is the claims and noticing agent. As of Sept. 30, 2017, the Debtor had total assets of $14.97 billion and total debts of $15.21 billion. WK MANAGEMENT: Hires Colliers International as Real Estate Broker ----------------------------------------------------------------- WK Management Services seeks authority from the U.S. Bankruptcy Court for the Southern District of Texas, Galveston Division, to employ Colliers International Houston Inc. as real estate brokers. The Debtor is a real estate holding company, which intends to sell its interest in unimproved real estate of Galveston County, Texas to satisfy allowed claims against the Debtor. Colliers would receive 6% commission for marketing the property, negotiating any sale of the property and the closing of said sale. Patrick Duffy attests that Colliers does not hold an interest adverse to the estate; has not represented the Debtor, its creditors, any other party in interest, any of their respective attorneys and accountants, the U.S. Trustee, or any person employed in the Office of the US Trustee; and Colliers and its professionals are disinterested persons as that term is defined in 11 U.S.C. Sec. 101(14). The Broker can be reached through: Patrick Duffy Colliers International Houston Inc. 1233 West Loop South, Suite 900 Houston, TX 77027 Tel: 713-222-2111 Email: patrick_duffy@colliers About WK Management Services WK Management Services, Inc. owns approximately 3,460 acres of unimproved land located in the Bolivar Peninsula of Galveston, Galveston County, Texas. It is a real estate holding company which intends to subdivide its interest in the unimproved real estate in Galveston County, Texas, to satisfy allowed claims against it. The Debtor believes that the property is worth between $40 million and $84 million, with liens asserted against it by TCA Global Credit Master Fund, LP, a Grand Cayman corporation, which asserts a debt against the Debtor in the amount of $16.5 million arising out of two extensions of credit in the original principal amount of $7.3 million. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 17-80138) on May 1, 2017. Bryan Scott Jarnagin, president, signed the petition. At the time of the filing, the Debtor estimated its assets at $50 million to $100 million and debts at $10 million to $50 million. Judge Marvin Isgur presides over the case. WOODBRIDGE GROUP: Proposes $100M of Financing From Hankey --------------------------------------------------------- Woodbridge Group of Companies, LLC, and its affiliates ask the U.S. Bankruptcy Court for the District of Delaware permission to obtain DIP financing in the amount of up to $100 million from Hankey Capital, LLC, and use cash collateral. Woodbridge Group wants to obtain up to $25,000,000 in principal amount of postpetition financing on an interim basis. The DIP Facility includes senior secured superpriority debtor-in-possession term loans in the aggregate principal amount of up to $100 million, to be made available to the Borrowers in multiple draws, $5 million of which will be funded at the DIP closing and a maximum of $25 million may be funded prior to the date of the entry of the final court order, and up to $75 million of which will be funded in one or more subsequent draws, as determined by the Debtors, commencing on the date of entry of the Final Order. Hankey was selected as DIP Lender after careful deliberation because Hankey offered the best economics (both in terms of interest rate and fees) of any potential lender, and because of their experience in the high-end luxury residential real estate sector and familiarity with the properties. In addition, the proposed DIP Facility overcomes all of the hurdles that the Debtors faced in identifying a potential financing source. First, Hankey agreed to provide the DIP Facility secured only by priming liens on a set of 28 of the Debtors' properties (the "Core Assets"); by lending solely against specified assets rather than insisting on a traditional grant of a security interest in substantially all the assets of all the Debtors, the DIP Lender has provided the Debtors with the flexibility necessary to fund its continuing operations and the ability to provide conditional adequate protection to the Noteholders in the form of replacement liens on certain of the Debtors' properties other than the Core Assets. Thus, the DIP Lender has agreed to structure the DIP Facility in a manner that will allow for the Debtors' turnaround efforts to be pursued. Further, subject to satisfaction of several conditions (including confirmation that loan-to-value ratios and market conditions are in line with those existing at the closing of the DIP Facility), the DIP Lender has indicated its willingness to consider providing the Debtors with an option to convert any principal and interest owing under the DIP Facility into exit financing upon confirmation of an acceptable chapter 11 plan and the Debtors' successful emergence from chapter 11. Such exit financing would provide the reorganized Debtors with additional operating liquidity that would create an opportunity for the Debtors to successfully complete their turnaround and fund the chapter 11 plan. In other words, Hankey could represent both an immediate and longer-term solution to the Debtors' current liquidity needs. The availability of the DIP Facility is subject to satisfaction of the conditions precedent set forth in the DIP Agreement. Availability of fundings under the DIP Facility will be limited by a portfolio-wide borrowing base calculation, such that the DIP loans will not exceed 50% of the "as-is" value of the Core Assets as provided by the Debtors. The DIP Facility will be used for working capital, including the funding of expenses related to the construction, renovation, marketing and sale of the core assets and other assets of the Debtors related entities (including Debtors that are not obligated under the DIP Agreement), and to pay fees, costs and expenses incurred in connection with the transactions contemplated hereby and other administration costs incurred in connection with the cases. The loan will have a per annum rate equal to the prime rate plus 5.0%, but in any event not less than 9.5%, and a default rate of a per annum rate equal to 3.0% higher than the non-default rate. The Debtor must pay these fees: a. a closing fee payable to DIP Agent, for the account of each DIP Lender, on the Closing Date in the amount of $1.50 million; and b. an exit fee payable to DIP Agent, for the account of each DIP Lender, on the earlier of the maturity date and the date on which the Obligations under the DIP credit agreement are paid in full, or become due and payable or the lending commitments are terminated, in the amount of $1.25 million. The initial funding of the DIP facility will be subject to customary and reasonable conditions, including the entry of an interim order satisfactory to the Lender. On the funding date of each DIP Loan (i) there will exist no default or event of default continuing under the DIP loan documents, (ii) the representations and warranties of the loan parties therein will be true and correct in all material respects, (iii) other than the commencement of the cases, no event has occurred or circumstance exists that has or could reasonably be expected to have a material adverse effect, and (iv) with respect to the DIP Facility, the interim court order or the entry of a final order, satisfactory to the DIP Agent, as the case may be, will be in full force and effect and will not have been vacated, reversed or stayed in any respect or, except as expressly permitted by the DIP Loan Documents, modified or amended in any manner. Fundings in excess of $5 million of the DIP Loan are subject to the DIP Agent and Lender's satisfaction with title searches on properties as to the amount of any prior liens. The DIP collateral includes all owned or hereafter acquired assets and property of the Loan Parties, including the core assets, except the collateral pledged by the Woodbridge Group of Companies is limited to the Woodbridge Pledged Collateral. The obligations of the borrowers under the DIP Facility, including all DIP Loans, will, subject to the carve-out, at all times, be secured by a lien on and security interest in all collateral. The stated maturity date with respect to the DIP Facility will be the date which is 12 months following the initial funding of the DIP Facility. Cash Collateral Prepetition, seven investment funds -- comprised of Woodbridge Mortgage Investment Fund 1, LLC ("WMIF1"); Woodbridge Mortgage Investment Fund 2, LLC ("WMIF2"); Woodbridge Mortgage Investment Fund 3, LLC ("WMIF3"); Woodbridge Mortgage Investment Fund 3A, LLC ("WMIF3A"); Woodbridge Mortgage Investment Fund 4, LLC ("WMIF4"); Woodbridge Commercial Bridge Loan Fund 1, LLC ("WCBLF1"), and Woodbridge Commercial Bridge Loan Fund 2, LLC ("WCBLF2" and, collectively with WCBLF1, the "Bridge Loan Funds" -- raised funds for Woodbridge's operations (collectively, the "Funds"). Woodbridge has raised funds for its operations (i) by borrowing funds in connection with promissory notes (the "Lender Notes") from individual investors (the "Noteholders"), and (ii) pursuant to subscription agreements under which subscribers (the "Unitholders") purchase units (the "Units") in individual Funds. As of the Petition Date, the Funds were collectively indebted to approximately 8,998 Noteholders, with a cumulative total outstanding amount of Lender Notes of $750,438,988. Aside from the Noteholders, the Debtors owe secured indebtedness to three third-party lenders in connection with three of their properties. Specifically, three of the PropCos -- Bishop White Investments, LLC, Craven Investments, LLC, and Grand Midway Investments, LLC (the "Third-Party Funding PropCos") -- are funded by third-party notes issued by 805 Nimes Place, LLC, Ashley Land, LLC, and Tintarella, LLC, respectively (collectively, the "Third-Party Funders") rather than by Noteholders. The Funds have consented to the use of their cash collateral. The only parties with an arguable interest in the Cash Collateral who have not consented to its use are the Noteholders; however, they do not have even an arguable interest in most of the Debtors' cash. As of the Petition Date, the Debtors held $12 million in cash in their general proceeds account held by Woodbridge Group of Companies, LLC. These funds are commingled and result from a combination of sources including operations, third party investments, and sales of real property assets. To the extent the sale of real property assets resulted in the repayment of notes that were collateral for obligations to the Noteholders, based on a review of the company's books and records, it appears such Noteholders released their interests, were repaid, or consented to Woodbridge retaining these funds. A copy of the Debtors' Motion is available at: http://bankrupt.com/misc/deb17-12560-22.pdf About Woodbridge Group Headquartered in Sherman Oaks, California, The Woodbridge Group Enterprise -- http://woodbridgecompanies.com-- is a comprehensive real estate finance and development company. Its principal business is buying, improving, and selling high-end luxury homes. The Woodbridge Group Enterprise also owns and operates full-service real estate brokerages, a private investment company, and real estate lending operations. The Woodbridge Group Enterprise and its management team have been in the business of providing a variety of financial products for over 35 years, and have been primarily focused on the luxury home business for the past five years. Since its inception, the Woodbridge Group Enterprise team has completed over $1 billion in financial transactions. These transactions involve real estate, note buying and selling, hard money lending, and alternative financial transactions involving thousands of investors. In total, the Woodbridge Group Enterprise has executed hundreds of significant transactions. Woodbridge Group of Companies, LLC and its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case No. 17-12560) on Dec. 4, 2017. Woodbridge estimated assets and liabilities at between $500 million and $1 billion. Judge Kevin J. Carey presides over the case. Samuel A. Newman, Esq., Oscar Garza, Esq., Daniel B. Denny, Esq., Jennifer L. Conn, Esq., Eric J. Wise, Esq., Matthew K. Kelsey, Esq., and Matthew P. Porcelli, Esq., at Gibson, Dunn & Crutcher, LLP, and Sean M. Beach, Esq., Edmon L. Morton, Esq., Ian J. Bambrick, Esq., and Allison S. Mielke, Esq., at Young Conaway Stargatt & Taylor, LLP, serve as the Debtors' bankruptcy counsel. The Debtors' financial advisors are Larry Perkins, John Farrace, Robert Shenfeld, Reece Fulgham, Miles Staglik, and Lissa Weissman at SierraConstellation Partners, LLC. Garden City Group, LLC, is the Debtors' claims and noticing agent. WOODBRIDGE GROUP: To Seek Plan Approval Before End of 2018 ---------------------------------------------------------- The Woodbridge Group of Companies, LLC, and certain of its affiliates and subsidiaries have sought Chapter 11 protection to implement a debt recapitalization intended to restructure its approximately $750 million in debt. Woodbridge will continue to operate as before through the Chapter 11 proceedings. Woodbridge said in a court filing the Debtors intend to file a chapter 11 plan that implements their proposed restructuring and transitions their real estate investment business to institutional financing sources. To this end, the Debtors have entered into an agreement with Hankey Capital, LLC, pursuant to which it will provide the Debtors with up to $100 million in debtor-in-possession financing that will be secured by first priority priming liens on 28 properties, which are the core assets, each owned individually by 27 of the Debtors. The DIP Lender has agreed to consider allowing the DIP Financing to be converted into exit financing, assuming certain conditions are satisfied (including confirmation that loan-to-value ratios and market conditions are in line with those existing at the closing of the DIP Facility); alternatively, the Debtors may pursue other financing sources to secure exit financing. The Debtors believe that the DIP Financing, combined with the ability to convert it into (or otherwise obtain) exit financing, will provide the necessary flexibility to restructure their business operations, as well as to engage in an appropriate dialogue with their creditor constituencies. The Debtors' proposed restructuring plan is designed to maximize the value of their business and assets, while restructuring their substantial debt load, to provide the maximum recovery possible to the Debtors' creditors. With a deleveraged balance sheet, independent management empowering an organizational restructuring, and a committed lender that supports the Debtors' turnaround efforts, the Debtors will be poised to successfully emerge as a profitable real estate investment enterprise. The Debtors seek to propose confirmation of a plan of reorganization before the end of 2018. The Company said that up to $100 million of the Hankey Capital funding will provide sufficient liquidity to maintain its operations and continue property development in the ordinary course of business during the Chapter 11 process. Historically a leading developer of high-end real estate, as the size and scope of the business has grown, the Company's increased operating and development costs have been exacerbated by the unforeseen costs associated with ongoing litigation and regulatory compliance. This combination of rising costs and regulatory pressure led to a loss of liquidity, resulting in Woodbridge's inability to make its regularly scheduled one-year Notes payment due Dec. 1, 2017. In consideration of all of these factors, the Company determined that a recapitalization of its debt provides the most efficient and effective path to restructure debt and maximize recovery for its creditors and investors. In September 2016, the Company came under investigation by the United States Securities and Exchange Commission ("SEC"), in connection with alleged securities law violations. The Company will continue to cooperate fully and work with the SEC and state regulators toward resolution of any investigations. Woodbridge has also restructured its management team. Robert Shapiro, the Company's President, Manager and Chief Executive Officer of Woodbridge Group of Companies, resigned effective Dec. 1, 2017, and is engaged in a consulting capacity to the Company. Lawrence Perkins, of SierraConstellation Partners, has been appointed Chief Restructuring Officer, and Marc Beilinson, of Beilinson Advisory Group, has been appointed as Independent Manager. Mr. Perkins and Mr. Beilinson will lead, manage, and oversee the Company's businesses. "Woodbridge has already taken a number of steps in the right direction to rebuild a solid financial platform," said Mr. Perkins. "Using the Chapter 11 process, the Company will be able to continue its normal daily operations and expedite the process of recapitalizing its debt. We are focused on developing a plan of reorganization to emerge from Chapter 11 as a strong and viable company." "We have a strong, independent management team in place and an institutional source of capital that should set Woodbridge on a path to emerge with the financial flexibility the Company needs to continue its successful operation," said Mr. Beilinson. The Company expects to exit bankruptcy as expeditiously as possible. Prepetition Capital Structure The Debtors' principal assets consist of a portfolio of 138 properties ranging in estimated value from approximately $50,000 to $150,000,000. These properties are in various stages of development or renovation. In the aggregate the Debtors' assets have an estimated value of $650 million to $750 million. The Woodbridge Group Enterprise includes a network of special purpose vehicle entities ("SPVs") that hold real properties. Specifically, the Woodbridge Group Enterprise includes over 200 separate active limited liability company SPVs called PropCos, 140 of which are Debtors, nearly all of which hold an individual real property asset. Most of the PropCos are, in turn, wholly owned by related SPVs -- called MezzCos or HoldCos -- the sole assets of which are the equity of the PropCos; a total of 127 MezzCos are Debtors. The Debtors have no funded debt with the exception of three properties that have seller financing. As of the Petition Date, the Funds owe approximately $750 million to noteholders. As of September 30, 2017, the MezzCos and PropCos owed approximately $865 million to the Funds. In addition, the MezzCos and SPVs have limited funded debt obligations to third parties. Prepetition, seven investment funds -- comprised of Woodbridge Mortgage Investment Fund 1, LLC ("WMIF1"); Woodbridge Mortgage Investment Fund 2, LLC ("WMIF2"); Woodbridge Mortgage Investment Fund 3, LLC ("WMIF3"); Woodbridge Mortgage Investment Fund 3A, LLC ("WMIF3A"); Woodbridge Mortgage Investment Fund 4, LLC ("WMIF4"); Woodbridge Commercial Bridge Loan Fund 1, LLC ("WCBLF1"), and Woodbridge Commercial Bridge Loan Fund 2, LLC ("WCBLF2" and, collectively with WCBLF1, the "Bridge Loan Funds" -- raised funds for Woodbridge's operations. Woodbridge has raised funds for its operations (i) by borrowing funds in connection with promissory notes (the "Lender Notes") from individual investors (the "Noteholders"), and (ii) pursuant to subscription agreements under which subscribers (the "Unitholders") purchase units (the "Units") in individual Funds. As of the Petition Date, the Funds were collectively indebted to approximately 8,998 Noteholders, with a cumulative total outstanding amount of Lender Notes of $750,438,988. Aside from the Noteholders, the Debtors owe secured indebtedness to three third-party lenders in connection with three of their properties. Specifically, three of the PropCos -- Bishop White Investments, LLC, Craven Investments, LLC, and Grand Midway Investments, LLC (the "Third-Party Funding PropCos") -- are funded by third-party notes issued by 805 Nimes Place, LLC, Ashley Land, LLC, and Tintarella, LLC, respectively (collectively, the "Third-Party Funders") rather than by Noteholders. About Woodbridge Group Headquartered in Sherman Oaks, California, The Woodbridge Group Enterprise -- http://woodbridgecompanies.com-- is a comprehensive real estate finance and development company. Its principal business is buying, improving, and selling high-end luxury homes. The Woodbridge Group Enterprise also owns and operates full-service real estate brokerages, a private investment company, and real estate lending operations. The Woodbridge Group Enterprise and its management team have been in the business of providing a variety of financial products for more than 35 years, and have been primarily focused on the luxury home business for the past five years. Since its inception, the Woodbridge Group Enterprise team has completed over $1 billion in financial transactions. These transactions involve real estate, note buying and selling, hard money lending, and alternative financial transactions involving thousands of investors. In total, the Woodbridge Group Enterprise has executed hundreds of significant transactions. Woodbridge Group of Companies, LLC and its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case No. 17-12560) on Dec. 4, 2017. Woodbridge estimated assets and liabilities at between $500 million and $1 billion. Judge Kevin J. Carey presides over the case. Samuel A. Newman, Esq., Oscar Garza, Esq., Daniel B. Denny, Esq., Jennifer L. Conn, Esq., Eric J. Wise, Esq., Matthew K. Kelsey, Esq., and Matthew P. Porcelli, Esq., at Gibson, Dunn & Crutcher, LLP, and Sean M. Beach, Esq., Edmon L. Morton, Esq., Ian J. Bambrick, Esq., and Allison S. Mielke, Esq., at Young Conaway Stargatt & Taylor, LLP, serve as the Debtors' bankruptcy counsel. The Debtors' financial advisors are Larry Perkins, John Farrace, Robert Shenfeld, Reece Fulgham, Miles Staglik, and Lissa Weissman at SierraConstellation Partners, LLC. Beilinson Advisory Group is serving as independent management to the Debtors. Garden City Group, LLC, is the Debtors' claims and noticing agent. WRIGHT'S WELL: Oceaneering Wants Court to Junk Amended Disclosures ------------------------------------------------------------------ Oceaneering International, Inc., objects to Wright's Well Control Services, LLC's first amended disclosure statement dated Nov. 2, 2017. The Amended Disclosure Statement describes a plan that will pay unsecured creditors in cash from operations and not just from whatever WWCS recovers in its litigation with Oceaneering, which resolves one structural problem noted in the Original Objection. However, Oceaneering complains that the Amended Disclosure Statement does not provide sufficient information to determine if a reorganized WWCS is likely to be able to make those payments. Thus, the Court should deny approval of the Amended Disclosure Statement and consider converting this case to one under Chapter 7 of the Bankruptcy Code, as discussed in the Court's Order setting a hearing on the Disclosure Statement. The Troubled Company Reporter previously reported that the general unsecured claims will be paid from the proceeds of any recovery from the Patent Litigation, after payment of costs of prosecution of that litigation including attorney fees and out-of-pocket expenses. In the event there is insufficient recovery from the Patent Litigation to pay unsecured creditors in full then the Reorganized Debtor will pay the unpaid portion of these claims, pro rata, in full in twenty equal quarterly installments commencing on the first day of the quarter following the date on which a judgment ending the Patent Litigation is final and unappealable or the matter is settled and all claims dismissed. A copy of Oceaneering's Objection is available at: http://bankrupt.com/misc/lawb17-50354-155.pdf Attorneys for Oceaneering International, Inc.: J. Eric Lockridge (#30159) Wade R. Iverstine (#31793) KEAN MILLER LLP II City Plaza 400 Convention Street, Suite 700 Baton Rouge, Louisiana 70802 Phone: 225.387.0999 eric.lockridge@keanmiller.com wade.iverstine@keanmiller.com About Wright's Well Control Services Based in Lake Charles, Louisiana, Wright's Well Control Services, LLC, provides oil and gas well control solutions. The Debtor filed a Chapter 11 petition (Bankr. W.D. La. Case No. 17-50354) on March 22, 2017. In its petition, the Debtor estimated less than $50,000 in assets and $1 million to $10 million in liabilities. The petition was signed by David Christopher Wright, the Debtor's manager and member. Judge Robert Summerhays presides over the case. Kent H. Aguillard, Esq., at H. Kent Aguillard, represents the Debtor as bankruptcy counsel. The Debtor hired a joint venture composed of Hilco Industrial LLC, Myron Bowling Auctioneers and Cincinnati Industrial Auctioneers as its asset marketing and sales agent. The Debtor taps Martin and Pellegrin as accountant. On September 12, 2017, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization. ZENITH ENERGY: S&P Assigns 'B+' Corp Credit Rating, Outlook Stable ------------------------------------------------------------------ S&P Global Ratings assigned its 'B+' corporate credit rating to Zenith Energy U.S. Logistics Holdings LLC. The outlook is stable. S&P said, "At the same time, we assigned our 'B+' issue-level rating and '3' recovery rating to the company's $450 million term loan B and $50 million revolving credit facility. The '3' recovery rating indicates our expectation for meaningful (50%-70%; rounded estimate: 60%) recovery in the event of a default. "Our ratings on Zenith are influenced by the company's high leverage and re-contracting risk, which exposes it to changing end-user demand and competition. Partially offsetting these weaknesses are the general cash flow stability associated with Zenith's storage assets and take-or-pay contracts and its good scale, scope, and geographic diversity across the U.S. "The stable outlook on Zenith is based on our view that the company will maintain its current utilization levels while completing growth projects on time and within budget. Under our base-case scenario, we expect the company to maintain debt-to-EBITDA of between 5.5x and 6.0x over the next year. "We could lower our rating on Zenith if the company's utilization drops because of declining demand for its services, if its maturing contracts are not extended at an adequate price level, or if its growth projects experience delays or cost overruns. We could also consider lowering our rating if the company's debt-to-EBITDA exceeds 6.5x on a consistent basis. "We could raise our rating on Zenith if the company can maintain its current level of utilization and complete growth projects on time and within budget while deleveraging such that its debt-to-EBITDA declines below 5x on a consistent basis. In order to raise our ratings, we would also need the company's financial sponsor to commit to maintain a less aggressive financial policy." [^] BOOK REVIEW: Competitive Strategy for Healthcare Organizations ------------------------------------------------------------------ Authors: Alan Sheldon and Susan Windham Publisher: Beard Books Softcover: 190 pages List Price: $34.95 Review by Francoise C. Arsenault Order your personal copy today at http://bit.ly/1nqvQ7V Competitive Strategy for Health Care Organizations: Techniques for Strategic Action is an informative book that provides practical guidance for senior health care managers and other health care professionals on the organizational and competitive strategic action needed to survive and to be successful in today's increasingly competitive health care marketplace. An important premise of the book is that the development and implementation of good competitive strategy involves a profound understanding of change. As the authors state at the outset: "What may need to be done in today's environment may involve great departure from the past, including major changes in the skills and attitudes of staff, and great tact and patience in bringing about the necessary strategic training." Although understanding change is certainly important in most fields, the authors demonstrate the particular importance of change to the health care field in the first and second chapters. In Chapter 1, the authors review the three eras of medical care (individual medicine, organizational medicine, and network medicine) and lay the groundwork for their model for competitive strategy development. Chapter 2 describes the factors that must be taken into account for successful strategic decision-making. These factors include the analysis of the environmental trends and competitive forces affecting the health care field, past, current, and future; the analysis of the competitive position of the organization; the setting of goals, objectives, and a strategy; the analysis of competitive performance; and the readaptation of the business, if necessary, through positioning activities, redirection of strategy, and organizational change. Chapters 3 through 7 discuss in detail the five positioning activities that are part of the model and therefore critical to the development and implementation of a successful strategy: scanning; product market analysis; collaboration; restructuring; and managing the physician. The chapter on managing the physician (Chapter 7) is the only section in the book that appears dated (the book was first published in 1984). In this day of physician- owned hospitals and physician-backed joint ventures, it is difficult to envision the physician in the passive role of "being managed." However, even the changing role of physicians since the book's first publication correlates with the authors' premise that their model for competitive strategic planning is based exactly on understanding and anticipating change, which is no better illustrated than in health care where change is measured not in years but in months. These middle chapters and the other chapters use a mixture of didactic presentation, graphs and charts, quotations from famous individuals, and anecdotes to render what can frequently be dry information in an entertaining and readable format. The final chapter of the book presents a case example (using the "South Clinic") as a summary of many of the issues and strategic alternatives discussed in the previous chapters. The final chapter also discusses the competitive issues specific to various types of health care delivery organizations, including teaching hospitals, community hospitals, group practices, independent practice associations, hospital groups, super groups and alliances, nursing homes, home health agencies, and for-profits. An interesting quote on for-profits indicates how time and change are indeed important factors in strategic planning in the health care field: "Behind many of the competitive concerns.lies the specter of the for- profits. Their competitive edge has lain until now in the excellence of their management. But developments in the past half- decade have shown that the voluntary sector can match the for- profits in management excellence. Despite reservations that may not always be untrue, the for-profit sector has demonstrated that good management can pay off in health care. But will the voluntary institutions end up making the same mistakes and having the same accusations leveled at them as the for-profits have? It is disturbing to talk to the head of a voluntary hospital group and hear him describe physicians as his potential competitors." ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2017. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000 or Nina Novak at 202-362-8552. *** End of Transmission ***