/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/171219.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, December 19, 2017, Vol. 21, No. 352 Headlines 21ST CENTURY: Bonafide Business Balks at Contracts for Assumption 99 CENTS: S&P Cuts Senior Notes Rating to D on Distressed Exchange ACER THERAPEUTICS: Closes $11M Public Offering of Common Stock ACTIVECARE INC: Chief Financial Officer Robinson Quits ACTIVECARE INC: Inks Forbearance & Lock-Up Pacts with Debtholders ADITI HOLDINGS: Hires Danowitz Legal as Bankruptcy Counsel ADVANCED CONTRACTING: Taps Bond Schoeneck as Special Counsel ADVANCED EDUCATIONAL: Seeks OK of Cash Use Until March 6 ALERIS INT'L: S&P Cuts CCR to 'B-' on Weak Credit Metrics ALEVO MANUFACTURING: Proposed Auction Sale of Assets Approved ALORICA INC: Weak Operating Results Credit Negative, Moody's Says AMERICAN MIDSTREAM: Moody's Rates $100MM Add-on Notes Caa1 ASULIN GALLERY: Voluntary Chapter 11 Case Summary ATKORE INT'L: S&P Ups CCR to BB- on Strong Credit Measures ATLANTIC FABRICATION: Hires Sansone Howell as General Counsel ATLANTICA DIVERSIFIED: BDO Canada Named as CCAA Monitor AUTO MASTERS: Cash Use Through Dec. 19 Approved AVAYA INC: S&P Assigns 'B' CCR Upon Emergence From Bankruptcy BAILEY'S EXPRESS: Hires Capital Recovery Group as Auctioneer BALDWIN PARK: Taps Dickman Weston to Collect Accounts Receivable BEACH DANS: Denny's Good Faith Purchaser of Restaurant BIOSTAGE INC: Will Raise $4 Million From Private Placement BOWMAN DAIRY: Private Sale of New Castle Property for $119K Okayed BRUCE FINDER: Court Confirms Second Amended Plan BUCHANAN TRAIL: Hires NAI CIR as Real Estate Broker BUCKEYE PARTNERS: Moody's Withdraws Ba1 Rating on Proposed Notes C-N-T REDI MIX: Seeks Approval to Use Cash Collateral CALFRAC HOLDINGS: Moody's Hikes CFR to B3 on Improving Leverage CASTEX ENERGY: Committee Hires Andrews Kurth Kenyon as Counsel CASTEX ENERGY: Committee Hires Dacarba as Financial Advisor CAVALIER REAL ESTATE: Jan. 17 Plan Confirmation Hearing CENTRAL LAUNDRY: Real Property Sale to Fund Affiliate's Plan CHARLOTTE RUSSE: Moody's Lowers CFR to Ca After Debt Restructuring CHARLOTTE RUSSE: S&P Cuts CCR to 'CC' on Announced Exchange Offer COATES INTERNATIONAL: Obtains $53,000 from Note Offering COLLEGE PARK: Hires Long & Foster Real Estate as Leasing Agent CONCORDIA INTERNATIONAL: Comments on Recent Trading Activity CS360 TOWERS: Chapter 11 Trustee Seeks Access to Cash Collateral CSP ASSET II: Seeks Permission to Use Double Line Cash Collateral CTI BIOPHARMA: Will Adopt Corporate Governance Reforms CUMULUS MEDIA: Dec. 21 Final Hearing on Stock Transfer Protocol DDR CORP: Fitch Puts BB Preferred Stock Rating on Watch Positive DDR CORP: Moody's Cuts Pref. Stock Rating to Ba1 on Spinoff DEALER TIRE: Moody's Hikes CFR to B1; Outlook Stable DICK CAMPBELL: Has Until Feb. 15 to Exclusively File Plan DREAM MOUNTAIN RANCH: U.S. Trustee Unable to Appoint Committee E.B WEAVER: Proposed Sale of Atlanta Property for $83K Approved ELENA DELGADILLO: Trustee's Sale of Oakland Property for $425K OK'd ELITE INSULATION: Jan. 8 Hearing on Plan and Disclosures ENDLESS SALES: Unsecureds to be Paid in Full Over 5 Years ESBY CORP: Jan. 17 Disclosure Statement Hearing EXCO RESOURCES: Falls Short of NYSE's $1 Bid Price Requirement EZRA HOLDINGS: Taps Foxwood as Special Counsel FIRST CAPITAL: Gets Interim Approval to Use Cash Collateral FLORIDA COSMETOGYNECOLOGY: Seeks Access to Bizfi Cash Collateral FNC CORPORATION: Wants Approval to Use Cash Collateral FOCUS LEARNING: Hires Eric A. Liepins as Bankruptcy Counsel FOSTER ENTERPRISES: Seeks Permission to Use Cash Until Jan. 27 GANDER MOUNTAIN: Unsecured Creditors' Recovery Unknown Under Plan GETCHELL AGENCY: Trustee Taps Sweetser as Management Consultant GLOBAL A&T: Case Summary & 30 Largest Unsecured Creditors GOLDSTREET AUTOMOTIVE: Wants Plan Filing Extended to April 17 GREER APPLIANCE: Taps Fred Adams as Accountant HARDES HOLDING: Needs Access to Cash Collateral Until Dec. 20 HEALTH DIAGNOSTIC: S Corporation Status Not Property, Court Says HORIZON GLOBAL: S&P Alters Outlook to Neg. on Weak Credit Metrics HUSA INC: Hires Wauson Probus as General Counsel I-LIGHTING LLC: Needs Additional Time to Exclusively File Plan IAMGOLD CORP: S&P Affirms 'B+' CCR on Business Risk Revision IRONCLAD PERFORMANCE: Seeks to Hire BPE&H as Accountant J&S AUTO: Hires Business Services Unlimited as Bookkeeper JACKSON RENTAL: Ferretti Buying Cleveland Property for $575K JONES PRINTING: U.S. Trustee Forms 2-Member Committee L & E RANCH: Hires Kessner Umebayashi Bain & Matsunaga as Counsel LADDCO LLC: U.S. Trustee Unable to Appoint Committee LAKESHORE PROPERTIES: January 11 Disclosure Statement Hearing LECTRUS CORPORATION: Taps Baker Donelson as Legal Counsel LITE SOLAR: Has Until Jan. 27 to Exclusively File Plan M & G USA: Jan. 29 & March 8 Auction of Assets Set MAGUMO CORP: Court Conditionally Approves Disclosure Statement MAHIPAL RAVIPATI: Gamble Buying 2013 Mercedes ML350 for $28K MALLARD'S LANDING: Jan. 11 Disclosure Statement Hearing MANN REALTY: Jan. 25 Disclosure Statement Hearing METROPOLITAN DIAGNOSTIC: Seeks to Hire J & S as Accountant MICHAEL A. GRAL: Peter Margolis Estate Removed as Committee Member MISSION RECREATION: Taps Sader Law Firm as Legal Counsel MOSADI LLC: U.S. Trustee Unable to Appoint Committee MRI INTERVENTIONS: OKs Director Compensation Plan Revision NAKED BRAND: Lowers Net Loss to $900,000 in Third Quarter NEOPS HOLDINGS: January 18 Plan Confirmation Hearing NEOPS HOLDINGS: Miscellaneous Secured Claims Removed in Latest Plan ONE HORIZON: Will Acquire Social-Media Platform 123Wish ONE HORIZON: Zhanming Wu Hikes 52.99% Stake as of Nov. 27 OPC MARKETING: Can Continue Using Cash Collateral Until March 2018 ORWELL TRUMBULL: Hires Forbes Law as Bankruptcy Counsel PAL HEALTH: PR Manufacturing Buying Assets for $275K PREMIER INVESTMENT: Taps J.P. Weigand as Real Estate Broker PROTEA BIOSCIENCES: Proposes to Sell or Abandon De Minimis Assets PROTEA BIOSCIENCES: Seeks Approval on $475K Financing, Cash Use PS SYSTEMS: U.S. Trustee Unable to Appoint Committee REBECCA SHIRLEY: Selling Crittenden Real & Personal Property REGIS GALERIE: Amended Lease Contract with Grand Canal Approved RELIABLE HUMAN: U.S. Trustee Unable to Appoint Committee ROLLING HILLS: U.S. Trustee Unable to Appoint Committee RUMSEY LAND: Taps Haddon Morgan as Special Litigation Counsel RYCKMAN CREEK: Sandton Uinta to Sponsor Ch. 11 Plan SAUK PRAIRIE: Moody's Affirms B1 Rating; Outlook Negative SHAMROCK ROOFING: Hires MiddletonRaines+Zapata as Accountant SHIEKH SHOES: Seeks to Hire KGI as Financial Advisor SHIEKH SHOES: Taps DJM Realty as Real Estate Lease Consultant SHIEKH SHOES: Taps SulmeyerKupetz as Legal Counsel SLOOP PROPERTIES: Seeks Authorization to Use Cash Collateral SOURCINGPARTNER INC: Case Summary & 20 Largest Unsecured Creditors SOUTHWORTH CO: Sale of Turner Falls Assets for $4M Approved STOLLINGS TRUCKING: Sale of Equipment to River for $205K Approved TERVITA CORP: S&P Raises CCR to 'B' on Improving Credit Metrics TOMS SHOES: Moody's Lowers CFR & $306.5MM Loan Rating to Caa3 TOP TIER SITE: Taps Baker Braverman as Special Counsel TOYS "R" US: Initiates CVA Process in United Kingdom TOYS "R" US: Wants Exclusive Plan Filing Deadline Moved to July 15 TRIBE BUYER: Moody's Lowers Ratings on 1st Lien Loans to B2 VERTIV INTERMEDIATE: Moody's Affirms B2 Corporate Family Rating VIRGIN ISLANDS WAPA: S&P Retains Debt Ratings on Watch Negative VORNADO REALTY: Fitch Rates Series M Preferred Stock 'BB+' WALL ST. RECYCLING: Taps Bober Markey Fedorovich as Accountant WARWICK PROPERTIES: Real Property Sale to Fund Plan Payments WELLMAN DYNAMICS: Dec. 21 Assets Sale Hearing/Status Conference Set WELLMAN DYNAMICS: Sale of All Assets to Penion/Baker Approved WIGGINTON ENTERPRISES: U.S. Trustee Unable to Appoint Committee WILLIAMS FINANCIAL: Green Tek Buying Computer Equipment for $12K WILLIAMS FINANCIAL: NSC Buying Furniture & Computer Eqpt. for $10K WINDSTREAM SERVICES: Fitch Rates New Unsec. Notes Due 2024 'B/RR4' WOOD COUNTY HOSPITAL: Moody's Cuts Revenue Bonds Rating to Ba1 WR GRACE: S&P Alters Outlook to Negative on Weaker Credit Metrics ZENITH ENERGY: Fitch Assigns 'B' First-Time IDR; Outlook Stable [^] Large Companies with Insolvent Balance Sheet ********* 21ST CENTURY: Bonafide Business Balks at Contracts for Assumption ----------------------------------------------------------------- BankruptcyData.com reported that Bonafide Business Associates filed with the U.S. Bankruptcy Court an objection to 21st Century Oncology Holdings' schedule of assumed executory contracts and unexpired leases included in the Company's Plan Supplement. The objection asserts, "Bonafide would very much like its Lease to be assumed consistent with the Debtors' Plan. The default zero-dollar cure proposal for nearly all of the Debtors' contracts and leases is inconsistent with both the uncured pre-petition defaults and the Proofs of Claim previously filed in these cases, and there appears to have been no attempt to reconcile actual cure amounts prior to filing the Assumption Schedule. The Bonafide Lease provides the Leasee shall indemnify and hold harmless the Lessor for any legal proceedings. With respect to the assumption of Bonafide's Lease, Bonafide is owed a moderate amount of attorneys' fees for its representation in this matter and the Debtors must indemnify those amounts as part of any cure prior to assumption." About 21st Century Oncology 21st Century Oncology Holdings, Inc., is a global provider of integrated cancer care services. As of March 31, 2017, the company operated 179 treatment centers, including 143 centers located in 17 U.S. states and 36 centers located in seven countries in Latin America. 21st Century and 59 U.S. affiliates filed Chapter 11 petitions under the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 17-22770) on May 25, 2017. At the time of the filing, the Debtors estimated their assets and debt at $1 billion to $10 billion. The cases are pending before the Hon. Judge Robert D. Drain. Lorenzo Marinuzzi, Esq., at Morrison & Foerster LLP, serves as the Debtors' bankruptcy counsel. Kurtzman Carson Consultants LLC is the Debtors' claims and noticing agent. On June 8, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The Committee has tapped Morrison & Foerster LLP as counsel and Berkeley Research Group, LLC, and financial advisor. 99 CENTS: S&P Cuts Senior Notes Rating to D on Distressed Exchange ------------------------------------------------------------------ S&P Global Ratings said that it has lowered its issue-level rating on U.S.-based dollar store retailer 99 Cents Only Stores LLC's senior unsecured notes to 'D' from 'CC'. The rating action follows the company's announcement that the exchange offer to existing holders of the company's 11% senior unsecured notes has been completed. As part of the exchange, non-sponsor affiliate noteholders have received new 13% cash/PIK notes due 2022, while sponsor affiliate noteholders have received preferred stock issued by the company's direct parent, Number Holdings Inc. S&P views the transaction as tantamount to default because in its view investors are receiving less than what was promised on the original security. The corporate credit rating on 99 Cents Only remains 'SD'. S&P expects to review the corporate credit rating and issue-level ratings over the next several days following its assessment of the company's revised capital structure and liquidity position. Ratings List 99 cents only stores LLC Corporate Credit Rating SD To From Rating Downgraded; Recovery Rating Unchanged Senior Unsecured $250 mil 11.00% notes due 2019 D CC ACER THERAPEUTICS: Closes $11M Public Offering of Common Stock -------------------------------------------------------------- Acer Therapeutics Inc. has closed the underwritten public offering of 916,667 shares of its common stock at a price to the public of $12.00 per share. The gross proceeds to Acer from this offering were $11.0 million, before deducting the underwriting discount and other estimated offering expenses. All of the shares in the offering were sold by Acer. In addition, Acer has granted the underwriters a 30-day option to purchase up to an additional 137,500 shares of common stock. Acer intends to use the net proceeds from this offering to fund its research and development efforts, to seek regulatory approval for EDSIVO, to invest in pre-commercial activities for EDSIVO and for general corporate purposes, including working capital and other general and administrative purposes. William Blair & Company, L.L.C. acted as sole book-running manager of the offering. H.C. Wainwright & Co. acted as lead manager of the offering. The shares of common stock were offered by Acer pursuant to its shelf registration statement on Form S-3 previously filed and declared effective by the Securities and Exchange Commission. The offering was made only by means of a prospectus supplement and an accompanying prospectus. Copies of the final prospectus supplement and the accompanying prospectus may be obtained from William Blair & Company, L.L.C., Attention: Prospectus Department, 150 North Riverside Plaza, Chicago, IL 60606; Telephone: (800) 621-0687 or by email at prospectus@williamblair.com. About Acer Therapeutics Headquartered in Newton, MA, Acer Therapeutics, Inc. -- http://www.acertx.com/-- is a pharmaceutical company focused on the acquisition, development and commercialization of therapies for patients with serious rare and ultra-rare diseases with critical unmet medical need. Acer's late-stage clinical pipeline includes two candidates for severe genetic disorders for which there are few or no FDA-approved treatments: EDSIVO (celiprolol) for vEDS, and ACER-001 (a fully taste-masked, immediate release formulation of sodium phenylbutyrate) for urea cycle disorders (UCD) and Maple Syrup Urine Disease (MSUD). There are no FDA-approved drugs for vEDS and MSUD and limited options for UCD, which collectively impact more than 4,000 patients in the United States. Acer's product candidates have clinical proof-of-concept and mechanistic differentiation, and Acer intends to seek approval for them in the U.S. by using the regulatory pathway established under section 505(b)(2) of the Federal Food, Drug, and Cosmetic Act, or FFDCA, that allows an applicant to rely for approval at least in part on third-party data, which is expected to expedite the preparation, submission, and potential approval of a marketing application. On Sept. 19, 2017, Acer Therapeutics Inc. completed the merger with Opexa Therapeutics, Inc., under which the stockholders of Acer (including investors in a financing that closed concurrently with the merger) become holders of 88.8% of combined company's outstanding common stock, with Opexa shareholders retaining 11.2%. Opexa incurred a net loss of $7.98 million for the year ended Dec. 31, 2016, compared to a net loss of $12.01 million for the year ended Dec. 31, 2015. As of Sept. 30, 2017, the Company had $17.01 million in total assets, $2.25 million in total liabilities and $14.76 million in total stockholders' equity. Malonebailey, LLP -- http://www.malonebailey.com/-- in Houston, Texas, 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, negative operating cash flows and an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. Acer Therapeutics said in its quarterly report for the period ended Sept. 30, 2017, that the Company has experienced recurring losses since inception. "The Company plans to raise capital through equity and/or debt financings. There is no assurance, however, that the Company will be able to raise sufficient capital to fund its operations on terms that are acceptable, or that its operations will ever be profitable. "There is substantial doubt about the Company's ability to continue as a going concern within one year after the date that the accompanying financial statements are available to be issued and these financial statements do not include any adjustments relating to the recoverability of recorded asset amounts that might be necessary as a result of the above uncertainty. Based on available resources, the Company believes that its cash and cash equivalents currently on hand are sufficient to fund its anticipated operating and capital requirements through the first half of 2018." ACTIVECARE INC: Chief Financial Officer Robinson Quits ------------------------------------------------------ Mr. Eric Robinson voluntarily has resigned as chief financial officer, secretary and in-house counsel, and all other positions with ActiveCare, Inc. to which he has been assigned regardless of whether he served in that capacity. Mr. Robinson's resignation was not as a result of any disagreements with the Company, according to a Form 8-K filed with the Securities and Exchange Commission. In addition, Jeffrey Peterson voluntarily resigned as chairman of the Board of Directors, while acknowledging that he will continue to serve the Company as a director and executive vice president. Mr. Robert J. Welgos and Mr. Bradley Robinson voluntarily resigned as members of the Board and all other positions with the Company to which they may have been assigned, regardless of whether they served in such capacity, effective immediately. Mr. Welgos and Mr. Robinson's resignations were not as a result of any disagreements with the Company. Board Appointment In connection with a bridge financing, certain investors were able to nominate a director to fill a vacancy on the Company's Board and nominated Issaac Onn. Effective Dec. 11, 2017, the Company appointed Isaac Onn as a member of the Board of Directors. The Board believes that Mr. Onn's prior management experience and experience serving on public company boards make him ideally qualified to assist the Company. Mr. Isaac Onn, B.Sc., LLB, has been the chief executive officer and treasurer at Ness Energy of Israel Inc. since 2008. Mr. Onn served as the chief executive officer and a partner of Erez Tal Bar - Fueling Services Ltd., from 2001 to 2008. He has been a director of Intellect Neurosciences Inc., since May 2010. Mr. Onn is also currently an outside director of CYBRA Corporation, a position he has held since December 2011. Mr. Onn served as a director of Diversified Senior Services, Inc., a developer and manager of low and moderate income senior housing and assisted living facilities. Further, Mr. Onn has served as director of Erez-Tal-Bar Ltd (Israel), IPA, Fuel Services Ltd (Israel), Diversified Senior Services (USA), Airtrax Inc. (USA), Seeworld, Inc. (USA), Aprecia, Inc. (USA), Ness Energy of Israel Inc. (USA) and Intellect Neurosciences, Inc. (USA). Mr. Onn received his degree in marketing management from the Tel-Aviv College of Management and his LLB, Bachelor of Law degree from Ono Academic Law School in Israel. He is a member of the Israel Bar Association. Appointment of Chairman and CEO Effective as of Dec. 11, 2017, Mr. Mark J. Rosenblum joined the Company as chief executive officer and Chairman of the Board, following a one-month consultancy with the Company. Most recently Mr. Rosenblum was the managing director of CFO Services with Brio Financial Group, a financial services firm from January 2016 to Dec. 10, 2017. From August 2014 to September 2015 Mr. Rosenblum was the chief financial officer for Urigen Pharmaceuticals, Inc., a public company developing innovative products to ameliorate the cause and symptoms associated with urological ailments. From January 2010 through March 2014, Mr. Rosenblum was the chief financial officer, senior vice president and secretary of Advaxis, Inc., a publicly traded clinical development stage biotechnology company focused on the discovery, development and commercialization of Lm-LLO immunotherapies to treat cancers and infectious diseases. From 2005 until January 2010, Mr. Rosenblum was the chief financial officer of Hemobiotech, Inc., a public company primarily engaged in the commercialization of human blood substitute technology. From August 1985 through June 2003, Mr. Rosenblum was employed by Wellman, Inc. (NYSE:WLM) (now DAK Americas), a public chemical manufacturing company. Between 1996 and 2003, Mr. Rosenblum was the chief accounting officer, vice president and controller at Wellman, Inc. Mr. Rosenblum holds both a Masters in Accountancy and a B.S. degree (Accounting) from the University of South Carolina. Mr. Rosenblum is a member of the American Institute of Certified Public Accountants and was a licensed Certified Public Accountant for over 30 years. Appointment of Executive Vice President Upon his resignation from his positions as Chairman and Chief Executive Officer, Mr. Peterson was appointed to serve as the Company's executive vice president and will remain on the board of directors. In connection with Mr. Rosenblum's appointment as the Company's chief executive officer, on Dec. 11, 2017, the Company and Mr. Rosenblum finalized the terms of his employment and entered into an employment agreement. Mr. Rosenblum will have those duties, responsibilities and authority which will include, but not be limited to the responsibility for the overall management, direction and strategy of the Company. The Company will pay Mr. Rosenblum a salary at a rate of $300,000 per year. The Initial Base Salary will increase to an annual rate of $360,000 upon the Company closing a financing of at least $5,000,000. Mr. Rosenblum will be eligible for an annual performance-based cash bonus of up to 100% of the Base Salary. The Rosenblum Employment Agreement is for a term of three years and will be automatically renewed for one year periods, unless otherwise terminated by the Company or Mr. Rosenblum. Upon execution of the Rosenblum Employment Agreement the Company agreed to issue restricted shares equal to $300,000 valued at the offering price of the next equity offering of the Company and an option to purchase an aggregate $600,000 valued at the offering price of the next equity offering of the Company at an exercise price equal to the market price for the next equity offering of the Company. One-third of these Options will vest immediately, another third on the first anniversary of the Rosenblum Employment Agreement, and the final third on the second anniversary of the Rosenblum Employment Agreement. The RSUs will vest 50% immediately upon issuance and 25% on each of the first and second anniversaries of the Rosenblum Employment Agreement. If the Company terminates Mr. Rosenblum's employment without just cause or if Mr. Rosenblum's employment is terminated due to Disability, Mr. Rosenblum will be entitled to receive, in addition to any accrued and unpaid Base Salary, plus any accrued but unused vacation time and unpaid expenses that have been earned as of the date of such termination, the following severance payments: (i) equal monthly installments at the applicable Base Salary rate then in effect, as determined on the first day of the calendar month immediately preceding the day of termination, to be paid beginning on the first day of the month following such termination and continuing until the later of (A) the expiration of the Term or (B) the expiration of (i) six months following the effective termination date; provided, however, that if the Company terminates the Agreement without Just Cause (as defined in the Rosenblum Employment Agreement) within six months of the effective date, then Mr. Rosenblum will only be entitled to three months of severance instead of six months; and (ii) during the Severance Period (as defined in the Rosenblum Employment Agreement), health and life insurance benefits substantially similar to those which Mr. Rosenblum was receiving or entitled to receive immediately prior to termination; provided, however, such insurance benefits will be reduced to the extent comparable benefits during such period following Mr. Rosenblum's termination, and any benefits actually received will be reported by Mr. Rosenblum to the Company. About ActiveCare South West Valley City, Utah-based ActiveCare, Inc., develops and markets products for monitoring the health of and providing assistance to mobile and homebound seniors and the chronically ill. ActiveCare is organized into three businesses. The Stains and Reagents segment is engaged in the business of manufacturing and marketing medical diagnostic stains, solutions and related equipment to hospitals and medical testing labs. The CareServices segment is engaged in the business of developing, distributing and marketing mobile health monitoring and concierge services to distributors and customers. The Chronic Illness Monitoring segment is primarily engaged in the monitoring of diabetic patients on a real time basis. ActiveCare incurred a net loss attributable to common stockholders of $16.33 million for the year ended Sept. 30, 2016, following a net loss attributable to common stockholders of $12.82 million for the year ended Sept. 30, 2015. The Company's balance sheet at March 31, 2017, showed $2.81 million in total assets, $31.55 million in total liabilities, and a total stockholders' deficit of $28.74 million. Tanner LLC, in Salt Lake City, Utah, issued a "going concern" opinion on the consolidated financial statements for the year ended Sept. 30, 2016, citing that the Company has recurring losses, negative cash flows from operating activities, negative working capital, negative total equity, and certain debt that is in default. These conditions, among others, raise substantial doubt about its ability to continue as a going concern. ACTIVECARE INC: Inks Forbearance & Lock-Up Pacts with Debtholders ----------------------------------------------------------------- ActiveCare, Inc., has entered into forbearance and lock up letter agreements with four debt holders which currently hold convertible debentures in the aggregate amount of $3,779,879, whereby the Debt Holders agreed that, without prior written consent of the Company, they will not, directly or indirectly, (i) offer for sale, sell, pledge, or otherwise transfer or dispose of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock, (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of shares of Common Stock, whether any such transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise, (iii) except as provided for, make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock or any other securities of the Company, or (iv) publicly disclose the intention to do any of the foregoing for a period of the earlier of (a) May 5, 2018 or (2) the consummation of a qualified offering, herein deemed as an offering by the Company of $3,000,000 or more. Additionally, the Debt Holders agreed that, that they will forbear from enforcing their rights and remedies against any defaults which may exist historically, currently or in the future through June 5, 2018 under the Existing Loan Documents. The Forbearance and Lock-Up Agreements automatically terminate upon the earlier of (i) inability to raise a minimum of $550,000 in capital on or before Dec. 31, 2017; (ii) June 5, 2018; or (iii) the consummation of a qualified offering of at least $3,000,000 by the Company. $600,000 Bridge Financing Effective Dec. 11, 2017, ActiveCare, Inc., entered into a Securities Purchase Agreement with four accredited investors, including the Company's new Chief Executive Officer, Mark Rosenblum in connection with the closing of a bridge financing in the gross amount of $600,000. Pursuant to the Purchase Agreement, the Investors purchased from the Company (i) Promissory Notes in the aggregate principal amount of $631,578 due and payable six months from the Effective Date and (ii) Common Stock Purchase Warrants, exercisable for five years from the date of issuance, to purchase up that certain amount of shares with an aggregate exercise amount equal to $600,000 at an exercise price per share equal to the lesser of (i) 80% of the per share price of common stock in the companies contemplated private placement of securities of up to $5,000,000, contemplated to take place within six months of the effective date (ii) $3.00 per share, (iii) 80% of the offering price in the Private Placement (if applicable), or (iv) 80% of the exercise price of any warrants issued in the Private Placement, in each case subject to adjustment. The Notes were issued in favor of the Investors with an original issue discount equal to five percent. Additionally, pursuant to the Purchase Agreement, the Company will issue the Investors Common Stock worth 30% of the purchase price paid by each Investor on the 5th trading day after the pricing of the Private Placement, but in no event later than six months from the Effective Date. The Origination Dollar amount will divided by the lowest of (i) $3.00 (subject to adjustment for stock splits), (ii) 80% of the common stock offering price in the Private Placement, (iii) 80% of the offering price of the Private Placement (if applicable), or (iv) 80% of the exercise price of any warrants issued in the Private Placement. At the closing of the Private Placement the Note will automatically convert into a subscription into the Private Placement in an amount equal to 125% of the Note balance, subject to certain conditions. If the Company fails to repay the balance due under the Note on its Maturity the Investors have the right, at any time, at their election, to convert all or part of the outstanding and unpaid principal sum and accrued interest (and any other fees) into shares of fully paid and non-assessable shares of Common Stock of the Company pursuant to the following conversion formula: number of shares receivable upon conversion equals the dollar amount being converted divided by the Conversion Price. The Conversion Price is the lesser of $3.00 (subject to adjustment for stock splits) or 60% of the lowest trade price in the 25 trading days. Further, in the event of any default, the outstanding principal amount of the Notes, plus accrued but unpaid interest, liquidated damages, fees and other amounts owing in respect thereof through the date of acceleration, will become, at the Investor's election, immediately due and payable in cash at the Mandatory Default Amount. The Mandatory Default Amount means the Investor's choice of (this choice may be made at any time without presentment, demand, or notice of any kind): (i) the Note Balance divided by the Conversion Price on the date of the default multiplied by the closing price on the date of the default; or (ii) the Note Balance divided by the Conversion Price on the date the Mandatory Default Amount is either (a) demanded or (b) paid in full, whichever has a lower Conversion Price, multiplied by the closing price on the date the Mandatory Default Amount is either (a) demanded or (b) paid in full, whichever has a higher closing price; or (iii) 150% of the Note Balance. If, at any time the Note is outstanding, the Company issues a Variable Security, then in such event the Investors will have the right to convert all or any portion of the outstanding balance of the Notes into shares of Common Stock on the same terms as granted in any applicable Variable Security issued by the Company. About ActiveCare South West Valley City, Utah-based ActiveCare, Inc., develops and markets products for monitoring the health of and providing assistance to mobile and homebound seniors and the chronically ill. ActiveCare is organized into three businesses. The Stains and Reagents segment is engaged in the business of manufacturing and marketing medical diagnostic stains, solutions and related equipment to hospitals and medical testing labs. The CareServices segment is engaged in the business of developing, distributing and marketing mobile health monitoring and concierge services to distributors and customers. The Chronic Illness Monitoring segment is primarily engaged in the monitoring of diabetic patients on a real time basis. ActiveCare incurred a net loss attributable to common stockholders of $16.33 million for the year ended Sept. 30, 2016, following a net loss attributable to common stockholders of $12.82 million for the year ended Sept. 30, 2015. The Company's balance sheet at March 31, 2017, showed $2.81 million in total assets, $31.55 million in total liabilities, and a total stockholders' deficit of $28.74 million. Tanner LLC, in Salt Lake City, Utah, issued a "going concern" opinion on the consolidated financial statements for the year ended Sept. 30, 2016, citing that the Company has recurring losses, negative cash flows from operating activities, negative working capital, negative total equity, and certain debt that is in default. These conditions, among others, raise substantial doubt about its ability to continue as a going concern. ADITI HOLDINGS: Hires Danowitz Legal as Bankruptcy Counsel ---------------------------------------------------------- Aditi Holdings, LLC seeks approval from the United States Bankruptcy Court Northern District of Georgia (Rome) to employ Danowitz Legal, P.C. as bankruptcy counsel. The Debtor needs Danowitz Legal, P.C. to provide legal services which may be necessary in the administration of the Chapter 11 case, including preparation or amendment of schedules, representation in contested matters and adversary proceedings, preparation of a plan of reorganization and disclosure statement, and other matters which may arise during the administration of this case. The firm's Edward F. Danowitz attests that neither he nor any member or associate of Danowitz Legal, P.C., represents any interest adverse to the bankruptcy estate, the trustee or the Debtor in the matters upon which the law firm is to be engaged, and he believes that Danowitz Legal, P.C. is a "disinterested person" within the meaning of sections 101 and 327 of the Bankruptcy Code. Danowitz's standard hourly rates are: Edward F. Danowitz $350.00 Associate Attorney $275.00 Paralegal $110.00 The Attorney can be reached through: Edward F. Danowitz, Esq. Danowitz Legal, P.C. 300 Galleria Parkway NW, Suite 960 Atlanta, GA 30339 Tel: 770-933-0960 Email: Edanowitz@DanowitzLegal.com About Aditi Holdings Based in Rome, Georgia, Aditi Holdings, LLC, filed as a "Single Asset Real Estate." The company owns in fee simple interest a real property located at 1610 Martha Berry Blvd, Rome, GA 30165-1622, with an appraised value of $2.20 million. Aditi Holdings filed a Chapter 11 petition (Bankr. N.D. Ga Case No.: 17-42876) on December 4, 2017. The petition was signed by Leigh Barrell, managing member. Edward F. Danowitz, Esq. at Danowitz Legal, P.C. represents the Debtor as counsel. At the time of filing, the Debtor estimated $2.20 million in assets and $1.74 million in liabilities. ADVANCED CONTRACTING: Taps Bond Schoeneck as Special Counsel ------------------------------------------------------------ Advanced Contracting Solutions, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to retain Bond Schoeneck & King, PLLC as special counsel. The firm has served as the Debtor's counsel in the consolidated actions filed in the U.S. District Court for the Southern District of New York entitled Terrence Moore et al. v. Navillus Tile, Inc. et al. (Case No. 14 cv-08326). Prior to the petition date, the district court issued a decision which resulted in entry of a judgment in the amount of $73.4 million against the Debtor. The Debtor intends to pursue an appeal from the district court's decision and wants to retain Bond Schoeneck to prosecute the appeal. Bond Schoeneck's hourly rates range from $380 to $590 for partners, $210 to $335 for associates, and $195 to $260 for paralegals and law clerks. The attorneys representing the Debtor are: Louis DiLorenzo $550 Michael Collins $480 Tyler Hendry $335 The firm has agreed to cap its fees at $175,000. Louis DiLorenzo, Esq., does not hold or represent any interest adverse to the Debtor and its estate. The firm can be reached through: Louis P. DiLorenzo, Esq. Bond Schoeneck & King, PLLC 600 Third Avenue, 22nd Floor New York, NY 10016-1915 Phone: (646) 253-2300 / (315) 218-8315 Fax: (646) 253-2301 Email: ldilorenzo@bsk.com About Advanced Contracting Solutions Advanced Contracting Solutions, LLC -- http://www.acsnyllc.com/-- is a large open-shop concrete foundation and concrete super-structure contractor. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 17-13147) on Nov. 6, 2017. Judge Sean H. Lane presides over the case. At the time of the filing, the Debtor disclosed that it had estimated assets of $10 million to $50 million and liabilities of $50 million to $100 million. Tracy L. Klestadt, Esq., Brendan M. Scott, Esq., and Fred Stevens, Esq., at Klestadt Winters Jureller Southard & Stevens, LLP, serve as the Debtor's bankruptcy counsel. On December 8, 2017, the U.S. Trustee for Region 2 appointed an official committee of unsecured creditors. ADVANCED EDUCATIONAL: Seeks OK of Cash Use Until March 6 -------------------------------------------------------- Advanced Educational Products, Inc., seeks authority from the U.S. Bankruptcy Court for the Western District of New York to continue using cash collateral in the ordinary course of business, in accordance with (a) the emergency budget covering the period through Dec. 12, 2017, (b) the interim budget covering weeks the period through Jan. 2, 2018, and (c) the final 13-week budget covering the period through March 6, 2018. Prior to the Petition Date, the Debtor used cash collateral in the ordinary course of business to pay its ongoing operating costs and payroll obligations, the latter of which are called in to the Debtor's payroll processing company during the week and covering the prior week through Saturday, and then payable each Friday. Accordingly, to maintain the liquidity necessary to administer this Chapter 11 case and continue its operations in the ordinary course of business, the Debtor needs access to cash collateral. As of the Petition Date, the Debtor was indebted to the following creditors holding secured claims that are or may be liens against cash and accounts: (a) TFS RT, Inc., which is owed in the aggregate amount of approximately $624,000; (b) American Express Bank, FSB, which is owed in the aggregate amount of approximately $73,814; and (c) Foxii Funding, Inc., which is owed in the aggregate amount of approximately $325,000. In exchange for the use of cash collateral, the Debtor proposes to grant Adequate Protection to TFS, AMEX and Foxii in the form of roll-over or replacement liens granting security to the same extent, to the same relative priority, and with respect to the same assets as served as collateral for the TFS Prepetition Indebtedness, the AMEX Prepetition Indebtedness and the Foxii Prepetition Indebtedness to the extent the cash collateral is actually used, without the need of any further recordation to perfect such liens or security interests. The Debtor will also provide adequate protection in the form of monthly cash payments, as follows: (a) The Debtor's prepetition invoices against which extensions of credit have been made under the TFS Loan Documents to be collected in full and retained by TFS out of the TFS Wells Fargo Account in reduction of the TFS Prepetition Indebtedness, until paid in full. The Debtor's prepetition invoices against which extensions of credit were not made under the TFS Credit Facility to be immediately turned over by TFS to the Debtor out of the TFS Wells Fargo Account. Postpetition invoices of the Debtor will not be directed to the TFS Wells Fargo Account, but rather will be paid directly to the Debtor. (b) $1,497 per month to AMEX, representing the balance of the AMEX Prepetition Indebtedness, amortized over a period of 60 months at 8% interest per annum; and (c) $6,590 per month to Foxxi, representing the balance of the Foxii Prepetition Indebtedness, amortized over a period of 60 months at 8% interest per annum. A full-text copy of the Debtor's Motion is available at: http://bankrupt.com/misc/nywb17-12576-7.pdf About Advanced Educational Products Based in Buffalo, New York, Advanced Educational Products, Inc. -- http://www.aepbooks.com/-- is a HUBZone Certified Small Business Concern and New York State contractor offering book and multimedia acquisition services to public and private institutions worldwide. Established in 1992, the company offers a comprehensive suite of fulfillment services tailored to meet the needs of government and institutional customers and their unique ordering and reporting requirements. The company's gross revenue amounted to $16.32 million in 2016 and $16.87 million in 2015. Kenneth A. Pronti holds a 100% shareholder interest in Advanced, and is its sole office and director. Advanced Educational Products, based in Buffalo, NY, filed a Chapter 11 petition (Bankr. W.D.N.Y. Case No. 17-12576) on Dec. 4, 2017. In its petition, the Debtor disclosed $2.18 million in assets and $6.54 million in liabilities. The Hon. Carl L. Bucki presides over the case. Arthur G. Baumeister, Jr., Esq., at Baumeister Denz, LLP, serves as bankruptcy counsel. ALERIS INT'L: S&P Cuts CCR to 'B-' on Weak Credit Metrics --------------------------------------------------------- S&P Global Ratings lowered its corporate credit rating on Cleveland-based Aleris International 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 9.5% $800 million senior secured notes due 2021 to 'B-' from 'B'. The recovery rating is '3', indicating our expectation for meaningful (50%-70%; rounded estimate: 55%) recovery prospects in the event of a payment default. We also lowered our issue-level rating on its 7.875% $500 million (approximately $436 million outstanding) senior unsecured notes due 2020 to 'CCC+' from 'B-'. The recovery rating is '5', indicating our expectation for modest (10%-30%; rounded estimate: 10%) recovery prospects in the event of a payment default. "The downgrade reflects our view that Aleris will generate weak credit metrics over the next 12 months, potentially improving as EBITDA ramps up to support debt-financed fixed asset and working capital investments. The company expects the Lewisport auto body sheet (ABS) output to begin contributing EBITDA in 2018 and to increase gradually over the next five years as it shifts to a higher-margin product mix; the ramp up process to produce profitable automotive-quality output on a complex asset like an aluminum rolling mill can be uneven. Specifically, we expect the company to produce adjusted debt to EBITDA of 8x-9x and EBITDA interest coverage of 1.25x-1.75x over the next 12 months. "The stable outlook incorporates our view that incremental EBITDA from the Lewisport expansion is exposed to execution risks associated with significant rolling mill upgrades such as these. We expect that Aleris will produce adjusted debt to EBITDA of 8x-9x and EBITDA interest coverage of 1.25x-1.75x over the next 12 months. "We could lower our ratings on Aleris over the next 12 months if earnings decline about a year ahead of maturities in 2019. Specifically, we could lower our ratings if EBITDA interest coverage dropped to 1x, which would likely indicate a free cash burn after maintenance capex. This type of deterioration in credit metrics could be the result of cost overruns related to the Lewisport ABS investment, or if demand for the company's products declined, resulting in lower EBITDA generation. "We view an upgrade over the next 12 months to be unlikely. We could raise our rating on Aleris over the next 12 months if adjusted debt to EBITDA dropped toward 5x and EBITDA interest coverage improved above 2x. This could be the result of steady incremental EBITDA from the Lewisport facility and improved cash flow that could enable some debt repayment." ALEVO MANUFACTURING: Proposed Auction Sale of Assets Approved ------------------------------------------------------------- Judge Catharine R. Aron of the U.S. Bankruptcy Court for the Middle District of North Carolina authorized Alevo Manufacturing, Inc. and Alevo USA, Inc. to (i) sell their equipment and other tangible personal property, including inventory, at auction; and (ii) employ and retain the contractual joint venture composed of Hilco Industrial, LLC, Branford Auctions, LLC, and Joseph Finn Co., Inc. as the liquidator. Hilco will be empowered and authorized to carry out all duties and responsibilities set forth in the AMA. It will be permitted to receive compensation for its services pursuant to the compensation structure set forth in the AMA and the Order without filing interim or final fee applications. The Debtors and Hilco will consult with the DIP Lender regarding terms of the sale process, including the order and manner of sale of the Assets. Assuming that the lease for the Debtor's facility is rejected by Jan. 31, 2018, Bootsmead LeaseCo, LLC, in its capacity as landlord to the Debtors, will permit reasonable access to the Debtors' facility from Feb. 1, 2018 to Feb. 28, 2018 to permit the Debtors and/or any purchaser of the Assets to remove the Assets. Hilco will maintain a record of the sale proceeds so that they are traceable with respect to the equipment that is subject to the disputed lien of Jonas & Redmann. The proceeds related to the disputed lien, reduced by the allocated share of sale expenses owed to Hilco, will be held in escrow by the Debtors' counsel pending further order of the Court. Furthermore, the Debtors and Hilco will consult with Jonas & Redmann regarding any disassembly or preparation of the JR Equipment. The Debtors will be entitled to terminate the AMA at any time prior to the date that is 10 days prior to the scheduled auction for a $100,000 fee plus reimbursement of actual advanced expenses capped at no greater than $75,000, which fee and expenses will be paid by the Debtors simultaneously with such termination; provided, that if the Debtors terminate the AMA prior to Dec. 31, 2017, the fee will be $70,000 and the expense reimbursement will be capped at $50,000. The DIP Lender will inform the Debtors not less than 10 days prior to the auction whether it intends to credit bid all or part of the obligations owed to it at the scheduled auction. Notwithstanding anything to the contrary contained in the Order or in the AMA, if the DIP Lender credit bids all or part of the obligations owed to it and is the successful purchaser of the Assets in bulk, the AMA will be deemed to have terminated immediately prior to the auction and Hilco's recovery under the AMA and hereunder will be limited to a fee of $100,000 and an expense reimbursement capped at $75,000, which fee and expenses will be paid by the Debtors or the DIP Lender simultaneously with a closing of a transaction to the DIP Lender or its designee. If the DIP Lender credit bids and is a successful bidder for part but not all of the assets, under no circumstances will its buyers' premium exceed $100,000 and its pro rata share of the $75,000 expense cap. The Assets will be sold free and clear of liens, claims and interests, including but limited to any personal property taxes, and the same will be transferred to the proceeds of sale, provided that, the DIP Lender's consent will be required for any sale of the Assets outside of an auction sale, which auction will be scheduled in accordance with the AMA. As soon as the auction is scheduled, the Debtor will provide notice of the same to the DIP Lender. About Alevo USA and Alevo Manufacturing Concord-based battery manufacturers Alevo USA, Inc. and Alevo Manufacturing, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Case Nos. 17-50876 and 17-50877) on Aug. 18, 2017. Peter Heintzelman, its president, signed the petitions. Alevo Manufacturing began operations in Concord, North Carolina, in 2014, and is engaged in the production of grid-scale energy management solutions. It provides these solutions through the Alevo GridBankTM, a patented battery-based energy storage technology. Alevo USA, Inc., performs administrative functions for its subsidiary companies and Manufacturing. At the time of the filing, Alevo USA estimated assets of $1 million to $10 million and liabilities of $10 million to $50 million. Alevo Manufacturing estimated assets and liabilities of $10 million to $50 million. Judge Catharine R. Aron presides over the cases. Nelson Mullins Riley & Scarborough, LLP represents the Debtors as bankruptcy counsel. The Debtors hired BDO USA, LLP as their accountant. An official committee of unsecured creditors was appointed on Sept. 1, 2017. The committee retained Northen Blue LLP as its legal counsel. ALORICA INC: Weak Operating Results Credit Negative, Moody's Says ----------------------------------------------------------------- Moody's Investors Service said that Alorica's (B1 stable) announced weak operating performance in the third quarter of 2017 is a credit negative that has hurt cash flow and liquidity, but the company's ratings are not currently affected because it maintains good free cash flow and is pursuing a credit facility amendment that will diminish covenant violation risk. Alorica, Inc., headquartered in Irvine, CA, is third largest US based customer interaction business-process-outsourcing ("BPO") services provider with estimated revenue of approximately $2.3 billion. The company offers customer service, technical support, customer acquisition and retention back office support services. Additionally, the company provides third-party accounts receivable collection services outside of the United States. The company has more than 100,000 employees in 150 locations across 16 countries globally, serving many Fortune 500 companies. Alorica's management team owns majority of the company. AMERICAN MIDSTREAM: Moody's Rates $100MM Add-on Notes Caa1 ---------------------------------------------------------- Moody's Investors Services assigned a Caa1 to American Midstream Partners, LP's (AMID) $100 million add-on to its existing $300 million 8.5% senior unsecured notes due 2021. Concurrently, Moody's placed this rating under review for downgrade. The add-on notes are anticipated to be the same seniority as the existing notes. Net proceeds from the proposed add-on will be used to repay a portion of outstanding borrowings under the company's revolving credit facility. The add-on will increase revolver availability but the facility will remain heavily utilized. Assignments: Issuer: American Midstream Partners, LP -- Senior Unsecured Notes, Assigned Caa1 (LGD5) under review for downgrade RATINGS RATIONALE The $400 million (in aggregate post add-on) of 8.5% senior unsecured notes due 2021 are rated Caa1, two notches below the B2 Corporate Family Rating. The notching reflects the effective seniority of American Midstream, LLC's (a subsidiary of AMID and a guarantor of AMID's senior notes) $900 million senior secured revolver due 2019. AMID's ratings were placed on review for downgrade on November 1, 2017 following AMID's announcement that it would acquire Southcross. While the transaction involves an equity-for-equity exchange, AMID will have to refinance a sizable amount of debt at Southcross. Integration and execution risks will remain elevated following this acquisition particularly as it comes soon after AMID's sizable merger with JP Energy Partners in March, the sale of the propane business in September, and the ongoing redeployment of capital. The likelihood of AMID's leverage improving from high levels will depend on the use of asset sale proceeds and any equity issuance proceeds towards debt reduction, a potentially protracted process. There is a high degree of uncertainty around AMID's evolving capital structure and asset profile due to the ongoing efforts to acquire and dispose assets. Moody's review of AMID's ratings will focus on AMID's capital structure post-closing of its acquisition of Southcross, asset sales and proceeds thereof, and the likelihood of proceeds to reduce debt and improve credit metrics. The principal methodology used in these ratings was Midstream Energy published in May 2017. AMID, headquartered in Houston, Texas, is a publicly traded master limited partnership that owns a portfolio of assets in the offshore Gulf of Mexico as well as onshore gathering and processing, storage, and terminal assets. The partnership provides midstream services in Texas, North Dakota, and the Gulf Coast and Southeast regions of the United States. ASULIN GALLERY: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Asulin Gallery LLC 768 5th Ave New York, NY 10019-1685 Business Description: Asulin Gallery LLC is a privately held company based in New York operating under the "Other Miscellaneous Store Retailers" industry. The company is a small business debtor as defined in 11 U.S.C. Section 101(51D). Chapter 11 Petition Date: December 18, 2017 Case No.: 17-13571 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: Hon. Sean H. Lane Debtor's Counsel: Joseph Y. Balisok, Esq. BALISOK & KAUFMAN PLLC 251 Troy Avenue Brooklyn, NY 11213 Tel: 7189289607 Fax: 7185349747 E-mail: balisoklawyers@gmail.com joseph@lawbalisok.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Meir Assoulin, president. The Debtor did not file a list of 20 largest unsecured creditors together with the petition. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/nysb17-13571.pdf ATKORE INT'L: S&P Ups CCR to BB- on Strong Credit Measures ---------------------------------------------------------- S&P Global Ratings raised its corporate credit rating on Atkore International Inc. to 'BB-' from 'B+'. The outlook is stable. S&p said, "At the same time, we raised our issue-level rating on the company's $500 million first-lien term loan due 2023 to 'BB-' from 'B+'. The recovery rating remains '3', indicating our expectation of meaningful (50%-70%; rounded estimate 60%) recovery in the event of a payment default. "The upgrade reflects Atkore's sustained improvement in credit measures in fiscal 2017 (ended Sept. 30, 2017), which we expect will be sustained over at least the next two years. Specifically, we expect adjusted debt to EBITDA will remain in the 2.5x-3x range. The company's focus on bolstering the competitive position and product offering of its stronger business segments and protecting margin via productivity initiatives and input-cost pass through supports the stronger credit measures. While continued growth in nonresidential construction activity supports the demand for the company's products, we view the company's exposures to commodity prices--mainly steel and copper, which at times can be very volatile--as a ratings constraint. Nonetheless, the company is expanding its business and increasing its EBITDA, both organically and via acquisitions, while maintaining solid credit metrics." S&P Global Ratings' stable rating outlook on Atkore reflects the expectation of solid operating performance--on the back of favorable demand trends in nonresidential construction and stable steel and copper prices--with adjusted debt to EBITDA of 2.5x-3x and EBITDA margins of approximately 15% sustained over the next 12 months. In addition, S&P expects the company to continue its acquisitive strategy to incrementally add EBITDA, further supporting its strategy and competitive position, while being financed in a manner that preserves credit ratios. A lower rating could result from materially higher sustained debt leverage approaching 5x or EBITDA margins falling to about 12%-13%. This would likely occur because of deteriorating operating performance brought on by an inability to pass through raw material price increases or a material decline in the company's end markets. Debt leverage could also increase notably if the company entered into a larger debt-financed acquisition or because of debt-financed shareholder rewards. S&P said, "We could raise the rating if CD&R dropped its ownership stake below 40%, and we expected adjusted leverage to remain below 4x, which we would view as indicative of a more conservative ownership and financial policy. Alternatively, we could raise the rating even if CD&R maintained its ownership stake if we expected the sponsor to relinquish control in the medium term, and if Atkore committed to maintain debt leverage below 4x and we expected it to do so in nearly all market conditions and under aggressively financed acquisition scenarios." ATLANTIC FABRICATION: Hires Sansone Howell as General Counsel ------------------------------------------------------------- Atlantic Fabrication & Design LLC seeks approval from the United States Bankruptcy Court for the Western District of Oklahoma (Oklahoma City) to hire Jason A. Sansone and Sansone Howell PLLC as general bankruptcy and litigation counsel for the Debtor. The professional services Sansone Howell is to render are: a. give the Debtor legal advice with respect to its powers and duties as debtor-in-possession in the continuing operation of its business and management of their property; b. prepare on behalf of the Debtor as debtor-in-possession all necessary applications, answers, orders, pleadings, reports and other legal papers; and c. perform all other legal services for Debtor as debtor-in-possession which may be necessary. The Debtor has provided Sansone Howell with multiple prepetition retainers in the sum of $11,000. As of the commencement of the bankruptcy case, Sansone Howell has been paid in full for all services provided and expenses incurred prepetition, and the remainder of the Prepetition Retainer, totaling $1,500, remains in Sansone Howell's trust account. Jason A. Sansone attests that he and his firm have no connection with the creditors or any other party in interest, or their respective attorneys, which would create a conflict in representing Debtor in these proceedings, which is adverse to the interest of Debtor or its estate. The Counsel can be reached through: Jason A. Sansone, Esq. Sansone Howell PLLC 4600 SE 29th St., Suite 500 Del City, OK 73115 Telephone: (405) 455-1032 Facsimile: (866) 679-1329 Email: JSansone@SansoneHowell.com About Atlantic Fabrication & Design LLC Based in Oklahoma City, Oklahoma, and founded in 2007, Atlantic Fabrication & Design LLC provides mechanical and welding fabrication services that range from small equipment change out to the installation of large systems. Atlantic Fabrication is an ASME "U" Stamp certified pressure vessel manufacturer. The Company also carries an NBIC "R" Stamp which covers the repair of pressure vessels, boilers, and steam piping systems. Atlantic Fabrication & Design LLC filed a Chapter 11 petition (Bankr. W.D. Okla. Case No. 17-14891) on December 4, 2017. The petition was signed by Paul D. Stitt, its member manager. The Debtor is represented by Jason A. Sansone, Esq. at Sansone Howell PLLC as counsel. The Hon. Janice D. Loyd presides over the case. At the time of filing, the Debtor estimated $2.02 million in assets and $1.98 million in liabilities. ATLANTICA DIVERSIFIED: BDO Canada Named as CCAA Monitor ------------------------------------------------------- The Honorable Justice James L. Chipman of the Supreme Court of Nova Scotia, Canada, issued an initial order approving the application filed by Atlantica Diversified Transportation Systems Inc. under the Companies' Creditors Arrangement Act. BDO Canada Limited has been appointed as monitor under the CCAA proceedings. The firm can be reached at: BDO Canada Limited Philip Clarke, Monitor's representative 255 Lacewood Drive, Suite 201 Halifax, NS B3M 4G2 Tel: 902-425-3100 Email: plcark@bdo.ca Atlantica Diversified Transportation Systems Inc. -- https://atlantica-delivers.ca/ -- transports mining/drilling equipment, construction/heavy equipment, oil field equipment. AUTO MASTERS: Cash Use Through Dec. 19 Approved ----------------------------------------------- Judge Charles M. Walker of the U.S. Bankruptcy Court for the Middle District of Tennessee has entered a second agreed order extending the second interim order and authorizing Auto Masters, LLC, and each of its affiliates to use cash collateral through Dec. 19, 2017. All terms and conditions of the Existing Cash Collateral Order will remain in full force and effect subject to the following the terms and conditions: (a) The Finance Company Debtors will not make any advances to any of the Dealership Debtors, and the provisions of the Second Interim Order regarding certain advances will not apply to the period from Nov. 14, 2017 through Dec. 19, 2017; (b) Each Finance Company Debtor may purchase Consumer Paper from its corresponding Dealership Debtor only in accordance with each of the following conditions: (1) The aggregate cash purchase price paid by all Finance Company Debtors during the Subject Period will not total more than $1,250,000. This Aggregate Cap will be allocated among the respective Finance Company Debtors pursuant to an allocation that the Debtors will provide to all parties by December 1, 2017, and no Finance Company Debtor may pay purchase prices that total in excess of its allocated share of the Aggregate Cap. Other than with respect to payments for Consumer Paper purchased by the Finance Company Debtors during the Subject Period subject to the Aggregate Cap and allocations, no Finance Company Debtor will make any payments to or transfers of any type to any Dealership Debtor, whether for Consumer Paper previously purchased or otherwise. (2) During the Subject Period, the cash purchase price paid by the Finance Company Debtors for purchases of Consumer Paper will equal 75% of the principal loan amount of the Consumer Paper being sold. (3) No Finance Company Debtor will purchase, and no Dealership Debtor will sell, any Consumer Paper generated from a sale of a non-AFC Secured Vehicle if the selling Dealership Debtor is then holding any Consumer Paper generated from a sale of an AFC Secured Vehicle. (4) No Finance Company Debtor will purchase, and no Dealership Debtor will sell, any Consumer Paper generated from a sale of a repossessed vehicle unless the selling Dealership Debtor has previously paid the Finance Company Debtor the full purchase price for that repossessed vehicle (based on MMR value). (c) No Finance Company Debtor will purchase, and no Dealership Debtor will sell, any Consumer Paper. Further, no Finance Company Debtor will make any payments to or transfers of any type to any Dealership Debtor, whether for Consumer Paper previously purchased or otherwise; (d) Each Finance Company Debtor may purchase Consumer Paper only from its corresponding Dealership Debtor. (e) No Debtor will make any payment or transfer of any type to any insider, except that: (i) minority equity holders or insiders (other than Mark Janbakhsh) who are wage employees will be permitted compensation in amounts no more than prior wage payments, and (ii) under leases with insiders for properties where the Dealership Debtors operate, rent for current periods may be made. No payments of compensation or otherwise will be made to Mark Janbakhsh. No payments of compensation or otherwise will be made to Steve Piper for any period after November 21, 2017. (f) No Debtor will sell any vehicles at auction or to another dealer other than in the ordinary course of business, and otherwise the only vehicle sales will be to customers. (g) No Dealership Debtor will sell any AFC Secured Vehicle unless the Dealership Debtor pays to AFC at closing the required amount to obtain a release of AFC's lien on the subject vehicle (h) Immediately after entry of the Second Extension Order, with respect to each AFC Secured Vehicle that has been sold by a Dealership Debtor on or after the Petition Date and for which AFC has not been paid the required amount to obtain a release of AFC’s lien on the subject vehicle, the appropriate Dealership Debtor will pay AFC the required amount to obtain a release of AFC's lien on the subject vehicle and AFC will release its lien on the subject vehicle (and all proceeds from the sale of the subject vehicle) and provide the appropriate Dealership Debtor with the title for the subject vehicle. (i) Immediately upon entry of the Second Extension Order, each AFC Secured Vehicle that is being used by any person as a demo, loaner, or otherwise will be either (1) returned to the appropriate Dealership Debtor’s business location for sale to customers, or (2) sold at a price sufficient to pay AFC the required amount to obtain a release of AFC’s lien on the subject vehicle. (j) Each of the Finance Company Debtors may use Cash Collateral to purchase Consumer Paper generated by post-petition vehicle sales to customers of the Dealership Debtors only with respect to sales of vehicles (including sales of vehicles during the Second Extension Period) on which the Consumer Paper has not been transferred previously to the Finance Company Debtors. (k) Upon payment to AFC of the amount stated in the written confirmation from AFC, Capital One, as agent for the benefit of the Lenders under the Capital One Loan Documents, will be granted, a first priority, valid and perfected security interest and lien in all "Consumer Paper" generated from such sales of AFC Secured Vehicles as security for the full amount of the Capital One Loan Obligations (effective and continuing without the necessity of the execution, filing and/or recordation of security agreements, control agreements, financing statements or otherwise). The Capital One Replacement Liens will encumber all inventory acquired by the Dealership Debtors from and after the Petition Date (October 17, 2017), with the priority as to the AFC Replacement Liens and the AIV SPV Replacement Liens stated in the Existing Cash Collateral Order. The Court has scheduled a hearing to consider the following motions for Dec. 19, 2017: (a) the Emergency Motion for Relief from the Automatic Stay filed by Capital One; and (b) the Motion for an Order Substantively Consolidating Cases filed by the Debtors. The Court will also consider at the Dec. 19 hearing further interim use of cash collateral by the Debtors for periods after Dec. 19, 2017. A full-text copy of the Second Extension Order is available: http://bankrupt.com/misc/tnmb17-07036-276.pdf About Auto Masters Auto Masters, LLC -- https://driveautomasters.com/ -- is a "Buy Here Pay Here" used car dealer in Nashville that offers financing to customers for the cars they sell. The company has dealership locations in Nashville, Smyrna, Franklin, Hermitage, Madison, Clarksville, West Nashville and Thompson Lane (Nashville). On Oct. 17, 2017, Auto Masters, LLC, and 14 affiliates sought Chapter 11 protection (Bankr. M.D. Tenn. Case No. 17-07036). Auto Masters estimated $10 million to $50 million in assets and $50 million to $100 million in debt. The Hon. Charles M Walker is the case judge. Dunham Hildebrand, PLLC is the Debtors' bankruptcy counsel. On Nov. 15, 2017, the U.S. trustee for Region 8 appointed an official committee of unsecured creditors. The creditors committee retained Gullett, Sanford, Robinson & Martin, PLLC, as its legal counsel. AVAYA INC: S&P Assigns 'B' CCR Upon Emergence From Bankruptcy ------------------------------------------------------------- S&P Global Ratings assigned its 'B' corporate credit rating to Santa Clara, Calif.-based Avaya Inc. The outlook is stable. S&P said, "At the same time, we assigned our 'B' issue-level rating and '3' recovery rating to the company's $2.925 billion first-lien term loan B due 2024. The '3' recovery rating indicates our expectation of meaningful (50%-70%; rounded estimate: 50%) recovery in the event of a default." The rating on Avaya reflects key credit risks including sharp revenue declines in its UC business, which still represents a majority of the company's revenue, potential reputational damage and loss of key personnel following the bankruptcy, intense competition from larger companies such as Cisco and Microsoft, and the threat of new disruptive technologies to Avaya's core businesses. Partially offsetting these risks are Avaya's leading market position in most of its core markets, modest growth prospects for the CC market, relatively stable EBITDA margins despite revenue declines, and the company's meaningful scale with roughly $3 billion in annual revenues. The rating also reflects S&P-adjusted leverage of approximately 5.8x upon emergence, which we expect to rise modestly to the mid-6x area over the next 12 months as revenues continue to decline before stabilizing. S&P said, "The stable outlook reflects our view that Avaya will be able to service its reduced debt burden and generate FOCF despite ongoing significant declines in the company's UC business. Over the next 12 months, we expect a modest increase in leverage to the low- to mid-6x area as continued declines in revenue offset tight expense management and moderation of restructuring and adviser fees. We expect the company will generate more than $125 million in free cash flow after pension service and restructuring. "Over the next 12 months, we could lower the rating if leverage stays above 7x or if FOCF to debt remains below 3%. This would likely result from steeper-than-expected declines in the UC business, larger-than-expected restructuring costs, or more aggressive financial policy regarding shareholder returns or acquisitions. We believe that annual adjusted EBITDA in 2018 would have to underperform our base case by $65 million or debt would have to increase by $400 million for Avaya to reach 7x leverage. "While unlikely over the next 12 months, we could raise the rating if Avaya can reverse the declines in its operating performance and produce at least market growth in revenues and EBITDA while sustaining leverage below 5x." BAILEY'S EXPRESS: Hires Capital Recovery Group as Auctioneer ------------------------------------------------------------ Bailey's Express, Inc. seeks authority from the U.S. Bankruptcy Court for the District of Connecticut to hire Capital Recovery Group, LLC as an auctioneer. As part of the liquidation process, the Debtor seeks to sell its remaining personal property and inventory assets located at 61 Industrial Park Road, Middletown, Connecticut. The services of an auctioneer are required in this case to maximize the value of the Personal Property and yield a greater recovery for the benefit of the Debtor's creditors and estate. CRG will charge and retain an industry standard 18% buyer's premium on each items sold with 3% going to CRG's on-line auction provider and 15% to CRG. The buyer's premium is added to the final sale/hammer price on each item sold and is paid by the winning bidder and is not included as part of the gross auction sale proceeds. CRG will charge Bailey's a 10% seller's commission on total sale proceeds up to $30,000 and 5% commission on total sales proceeds in excess of $30,000. Steven R. Papillo, officer at Capital Recovery Group, LLC, attests that CRG and its auctioneers and employees do not hold any willful or represent any interest adverse to that of the Debtor or its estate and that CRG is a disinterested person within the meaning of 11 U.S.C. Sec. 101(14). The firm can be reached through: Steven R. Papillo Capital Recovery Group 1654 King Street Enfield, CT 06082 Tel: 860-623-9060 Toll free: 800-300-6852 Fax: 860-623-9160 Email: spapillo@crgauction.com About Bailey's Express Headquartered in Middletown, Connecticut, Bailey's Express -- http://www.baileysxpress.com/-- is a Connecticut-based less than truckload carrier. It provides service across the nation and is dedicated in helping Connecticut, Massachusetts and Rhode Island companies market their products throughout the U.S. including Hawaii and Alaska. It has distribution points in Charlotte, Dallas, Denver, Easton, Fontana, Indianapolis, Jacksonville, Memphis, Neenah, Phoenix, Salt Lake City and Toledo. It also provides service to Mexico, Puerto Rico & Canada. Bailey's Express filed for Chapter 11 bankruptcy protection (Bankr. D. Conn. Case No. 17-31042) on July 13, 2017, estimating its assets and liabilities at between $1 million and $10 million. The petition was signed by David Allen, chief financial officer. Judge Ann M. Nevins presides over the case. Elizabeth J. Austin, Esq., and Jessica Grossarth Kennedy, Esq., at Pullman & Comley, LLC, serves as the Debtor's bankruptcy counsel. No creditors' committee has yet been appointed in the case. BALDWIN PARK: Taps Dickman Weston to Collect Accounts Receivable ---------------------------------------------------------------- Baldwin Park Congregate Home, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Dickman Weston Group. The firm will assist the Debtor in the collection of pre-bankruptcy accounts receivable and will be paid a contingency fee, which is: * 20% of cash receipts for dates of service November 1, 2016, through October 31, 2017; and * 30% of cash receipts for dates of service October 31, 2016; and prior Joshua Sadikman, Esq., the chief executive officer of Dickman, 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: Joshua Sadikman, Esq. Dickman Weston Group 5038 Cochrane Avenue Oakland, CA 94618 Phone: 415-225-4761 Email: jsadikman@ltcconsulting.com About Baldwin Park Congregate Home Inc. Baldwin Park Congregate Home, Inc., owns and operates a skilled nursing facility in Baldwin Park, California. Baldwin Park Congregate Home filed for Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No. 17-13634) on March 24, 2017, estimating assets in the range of $0 to $50,000 and liabilities of up to $10 million. Eileen Cambe, the CEO, signed the petition. The Hon. Julia W. Brand presides over the case. Giovanni Orantes, Esq., of Orantes Law Firm, represents the Debtor as bankruptcy counsel. The Debtor hired ERC & Associates, Inc. as its accountant. Joseph Rodrigues was appointed as patient care ombudsman. BEACH DANS: Denny's Good Faith Purchaser of Restaurant ------------------------------------------------------ Judge Ernest M. Robles of the U.S. Bankruptcy Court for the Central District of California authorized has entered a Supplemental Order (i) authorizing Beach Dans, Inc.'s sale of the assets, consisting of the leasehold improvements, furniture, fixtures, equipment, smallwares, utensils, uniforms, dinnerware, software, and franchise license, associated with said business for Denny's #7211 restaurant located at 601 Long Beach Blvd., Long Beach, California to Mohammed Haque or his assigns for $1,010,000 plus approximately $12,000 for inventory, free and clear of liens; and (ii) finding that Denny's Inc. is a good faith purchaser. A hearing on the Motion was held on Dec. 5, 2017 at 10:00 a.m. The Sale Order remains in full force and effect. The Supplemental Order is only to address and find that the Denny's is a good faith purchaser as defined by Bankruptcy Code Section 363 (m) based on the Declaration of Elizabeth McAbee. In the event the Debtor sells the Restaurant to Denny's for $700,000 plus approximately $12,000, free and clear of liens, the Court finds that Denny's is a good faith purchaser as provided in Bankruptcy Code Section 363 (m). About Beach Dans Beach Dans, Inc., sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 17-22786) on Oct. 18, 2017. Peter Yoon, president, signed the petition. The Debtor estimated assets in the range of $500,000 to $1 million and $1 million to $10 million in debt. The case is assigned to Judge Julia W. Brand. The Debtor tapped Robert P. Goe, Esq., and Charity J. Miller, Esq., at Goe & Forsythe, LLP, as counsel. BIOSTAGE INC: Will Raise $4 Million From Private Placement ---------------------------------------------------------- Biostage, Inc., announced that on Dec. 11, 2017 it entered into a binding Memorandum of Understanding with Bin Zhao, a private investor, for the private placement of 40,000,000 shares of the Company's common stock, or a convertible preferred equivalent, at a purchase price of $0.10 per common share, and warrants to purchase 60,000,000 shares of the Company's common stock, or a convertible preferred equivalent, for gross proceeds of $4.0 million. The investor advanced a $300,000 deposit on the private placement proceeds concurrently with the MOU's execution. The Warrants will have an exercise price of $0.10 per common share which would represent an additional $6.0 million in funding to the company if fully exercised in the future. The price per share and warrants, and the exercise price per warrant, represent a 67% premium to the closing price of the Company's common stock on the trading day prior to the execution of the MOU. Further, the investor understands the need for additional capital to transition Biostage to a clinical-stage company. Jim McGorry, CEO of Biostage stated, "Biostage has been in survival mode for the past two months since the failure to fund by a prospective investor that we reported in October. Over the past 60 days we preserved our technology by securing all the data, know-how and mission-critical resources. What has emerged is a smaller company with a reduced cash burn and with all critical functions, partnerships, know-how, and assets in place. Through the due diligence process we were able to demonstrate to the investor a focused plan with strong support from scientific advisors and collaborators. We will work with the investor to re-establish normal operations and fund the promise of the company's technology. This agreement is a fantastic next step forward. Our focus is on closing the private placement, funding and being back in operation at a more efficient size and structure. Or as I like to say, 'back-in-business ... better'." The Company expects the private placement closing and funding to occur later this month. Following the funding, the Company plans to schedule a business update investor teleconference. About Biostage Headquartered in Holliston, Massachusetts, Biostage -- http://www.biostage.com/-- is a biotechnology company developing bioengineered organ implants based on the Company's Cellframe technology which combines a proprietary biocompatible scaffold with a patient's own stem cells to create Cellspan organ implants. Cellspan implants are being developed to treat life-threatening conditions of the esophagus, bronchus or trachea with the hope of dramatically improving the treatment paradigm for patients. Based on its pre-clinical data, Biostage has selected life-threatening conditions of the esophagus as the initial clinical application of its technology. Biostage reported a net loss of $11.57 million on $82,000 of revenues for the year ended Dec. 31, 2016, compared to a net loss of $11.70 million on $118,000 of revenues for the year ended Dec. 31, 2015. As of Sept. 30, 2017, Biostage had $2.55 million in total assets, $2.07 million in total liabilities and $477,000 in total stockholders' equity. KPMG LLP, in Cambridge, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has suffered recurring losses from operations and will require additional financing to fund future operations which raise substantial doubt about its ability to continue as a going concern. BOWMAN DAIRY: Private Sale of New Castle Property for $119K Okayed ------------------------------------------------------------------ Judge James M. Carr of the U.S. Bankruptcy Court for the Southern District of Indiana authorized Bowman Dairy Farms, LLC's private sale of real property located at 659 S. Wilbur Wright Rd., in Liberty Township, Henry County, New Castle, Indiana, and more particularly described as PT E1/2 SE1/4 15-17-11 approximately 3.04 acres, to Heather M. Ferguson for $119,000. A hearing on the Motion was held on Dec. 4, 2017. The sale is free and clear of all liens, encumbrances, claims, and interests (including the Mortgage), with all such valid liens, encumbrances, claims, and interests attaching to the sale proceeds. The Debtor is authorized to disburse from the sale proceeds, first to pay the costs and expenses of the sale, including the commission owed to Lingle Real Estate, second to pay all real estate taxes and assessments outstanding and unpaid at the time of the sale, and third to pay the balance of the net sale proceeds to the lienholders to the determined extent, validity, and priority as existed against the Real Estate. About Bowman Dairy Farms Bowman Dairy Farms LLC owns a dairy farm in Hagerstown, Indiana. Bowman Dairy Farms filed a Chapter 11 petition (Bankr. S.D. Ind. Case No. 17-06475) on Aug. 27, 2017. Trent N. Bowman, member, signed the petition. At the time of filing, the Debtor estimated assets and liabilities at $10 million to $50 million. The Debtor is represented by Terry E. Hall, Esq., at Faegre Baker Daniels LLP. BRUCE FINDER: Court Confirms Second Amended Plan ------------------------------------------------ Judge Deborah L. Thorne of the U.S. Bankruptcy Court for the Northern District of Illinois has approved Bruce Finder Sales, Inc.'s Amended Disclosure Statement and confirmed the debtor's Second Amended Plan of Reorganization. The case is set for pre-confirmation status on January 30, 2018 at 10:00 a.m. A full-text copy of Judge Thorne's order dated December 5, 2017 is available at: http://bankrupt.com/misc/ilnb17-02122-106.pdf About Bruce Finder Sales Based in Cicero, Illinois, Bruce Finder Sales, Inc., doing business as BFS Metals, is a metal service center engaging in the sales of metal-related products used in maintenance and construction industry for the past 26 years. The Debtor filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 17-02122) on Jan. 25, 2017. Bradley Finder, president, signed the petition. The Debtor disclosed total assets of $1.1 million and total liabilities of $1.18 million as of Dec. 31, 2016. The case is assigned to Judge Deborah L. Thorne. The Debtor is represented by Allan O. Fridman, Esq., at the Law Office of O. Allan Fridman. BUCHANAN TRAIL: Hires NAI CIR as Real Estate Broker --------------------------------------------------- Buchanan Trail Realty Holdings LLC seeks authority from the U.S. Bankruptcy Court for the Southern District of New York to hire Commercial-Industrial Realty Company, d/b/a NAI CIR, as real estate broker for the purpose of marketing and selling the Debtor's real property located at 6092-6084 & 6100 Buchanan Trail West, Mercersburg, PA at a commission rate of 6.0% of the purchase price. Jack L. Shepley, agent for NAI CIR, attests that NAI CIR represent no interest adverse to the Debtor, its estate or creditors and are disinterested persons pursuant to Sec. 101(14) of the Bankruptcy Code. The Broker can be reached through: Jack L. Shepley NAI CIR 1015 Mumma Road Lemoyne, PA 17043 Tel: 1+ 717-761-5070 Fax: 1+ 717-975-9835 About Buchanan Trail Realty Holdings 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, 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 Robert D. Drain presides over the case. BUCKEYE PARTNERS: Moody's Withdraws Ba1 Rating on Proposed Notes ---------------------------------------------------------------- Moody's Investors Service has withdrawn the Ba1 rating assigned on November 28 to Buckeye Partners, L.P.'s proposed junior subordinated notes issue. Buckeye decided not to proceed with this offering. The Baa3 senior unsecured rating and stable outlook are not affected by this action. RATINGS RATIONALE Buckeye Partners L.P., is a publicly traded master limited partnership based in Houston, Texas. The company's core, legacy assets are its refined products pipeline systems in the Northeast and Midwest, including complementary terminals. The company also has wholesale fuel distribution and marketing and domestic and international terminaling facilities. C-N-T REDI MIX: Seeks Approval to Use Cash Collateral ----------------------------------------------------- C-N-T Redi Mix, LLC, asks the U.S. Bankruptcy Court for the Northern District of Texas for emergency approval of its interim use of cash collateral. The Internal Revenue Service and ML Factors assert liens on the accounts receivable and inventory of the company. As such, the Debtor believes that the collateral may constitute the cash collateral of the IRS and/or ML Factors. The entire chance of the Debtor's reorganizing depends on its ability to immediately obtain use the alleged collateral of the IRS and/or ML Factors to continue operations of the company while effectuating a plan of reorganization. The Debtor asserts that it has immediate need to use the alleged cash collateral of the IRS and ML Factors to maintain operations of the business. Specifically, the Debtor requires cash to make payroll and to pay other immediate expenses to keep its doors open. The Debtor is willing to provide the IRS and ML with replacement liens pursuant to 11 U.S.C. Sec. 552 if so required by the Court. Accordingly, the Debtor seeks interim use of the alleged cash collateral in accordance with its cash collateral budget for the month of December 2017, for following expenses: Payroll w/tax $85,000 Insurance $13,800 Cost of goods $150,000 Utilities $5,000 Rent $2,000 Repairs $12,000 Fuel $1,000 Misc $1,000 A full-text copy of the Debtor's Motion is available at: http://bankrupt.com/misc/txnb17-34580-3.pdf About C-N-T Redi Mix Based in Dallas, Texas, C-N-T Redi Mix, LLC, is a company that sells concrete and concrete supplies. C-N-T Redi Mix first filed a voluntary Chapter 11 case in U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division, on Jan. 20, 2016 (Bankr. N.D. Tex. Case No. 16-30274). C-N-T Redi Mix again filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 17-34580) on Dec. 5, 2017. The petition was signed by Apryl Daniel, sole member. At the time of filing, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The case is assigned to Judge Harlin DeWayne Hale. Eric A. Liepins, Esq., at Eric A. Liepins, P.C., represents the Debtor. CALFRAC HOLDINGS: Moody's Hikes CFR to B3 on Improving Leverage --------------------------------------------------------------- Moody's Investors Service upgraded Calfrac Holdings LP's Corporate Family Rating (CFR) to B3 from Caa2, Probability of Default Rating to B3-PD from Caa2-PD, senior unsecured notes rating to Caa1 from Caa3, and Speculative Grade Liquidity Rating to SGL-2 from SGL-3. The rating outlook was changed to positive from stable. "The upgrade reflects improving credit metrics resulting from an activity boost to the pressure pumping subsector, leading to stronger EBITDA", said Paresh Chari Moody's Assistant Vice President. Upgrades: Issuer: Calfrac Holdings LP -- Probability of Default Rating, Upgraded to B3-PD from Caa2-PD -- Speculative Grade Liquidity Rating, Upgraded to SGL-2 from SGL-3 -- Corporate Family Rating, Upgraded to B3 from Caa2 -- Senior Unsecured Regular Bond/Debenture, Upgraded to Caa1 (LGD4) from Caa3 (LGD4) Outlook Actions: Issuer: Calfrac Holdings LP -- Outlook, Changed To Positive From Stable RATING RATIONALE Calfrac's B3 Corporate Family Rating (CFR) reflects improving leverage (debt to EBITDA around 5.3x in 2017 and 4.5x in 2018) and interest coverage (around 2.2x in 2017 and 2.7x in 2018) that will be solid, driven by improving conditions in the pressure pumping subsector. Moody's expects Calfrac will continue to improve on utilization in 2018, allowing for continuing growth in EBITDA and leading to roughly breakeven free cash flow. The rating is constrained by its exposure to the volatile oilfield service industry and its high correlation with upstream activities, concentration in pressure pumping, and relatively small size compared to the significantly larger and highly diversified oilfield service players with which it competes. Calfrac has good liquidity (SGL-2). As of September 30, 2017 and pro forma for exercised warrants in November 2017, Calfrac had C$44 million of cash and C$246 million available under its C$275 million revolving credit facility due June 2020. Moody's expects breakeven free cash flow in 2018. Moody's expect Calfrac to remain in compliance with its three financial covenants through this period. Calfrac's C$200 million second lien term loan and US$600 senior unsecured notes are also due in 2020. Alternative liquidity is limited given that all North American assets are pledged to the revolver lenders. In accordance with Moody's Loss Given Default Methodology, the US$600 million senior unsecured notes are rated Caa1, one notch below the B3 CFR, because of the priority ranking C$275 million secured credit facilities and C$200 million second lien term loan. The positive outlook reflects Moody's expectation that Calfrac will continue to increase EBITDA thereby improving its leverage and coverage metrics. The ratings could be upgraded if debt to EBITDA is sustained below 5x (LTM 9/30/2017 7.9x), EBITDA to interest is above 2.5x (LTM 9/30/2017 1.5x), with adequate liquidity maintained. The ratings could be downgraded if debt to EBITDA is above 6x (LTM 9/30/2017 7.9x), EBITDA to interest is below 2x (LTM 9/30/2017 1.5x), or if liquidity is not adequate. Calfrac Holdings LP, is an indirectly wholly-owned subsidiary of the publicly-traded parent Calfrac Well Services Ltd. Moody's rely on the financials of Calfrac Well Services Ltd., who guarantee the senior unsecured notes, to monitor the ratings of Calfrac Holdings LP. Calfrac Well Services Ltd. is a Calgary, Alberta-based provider of hydraulic fracturing services, coiled tubing, cementing and well stimulation services to exploration and production companies in Canada, the United States, Russia, Mexico and Argentina. The principal methodology used in these ratings was Global Oilfield Services Industry Rating Methodology published in May 2017. CASTEX ENERGY: Committee Hires Andrews Kurth Kenyon as Counsel -------------------------------------------------------------- The Official Committee of Unsecured Creditors of Castex Energy Partners, L.P. and its affiliated debtors and debtors-in-possession seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Andrews Kurth Kenyon LLP as its counsel. General services that Andrews Kurth will render to the Committee are: a. consult and interact with the Committee, the Debtors, the U.S. Trustee and other parties in interest concerning the administration of this case; b. review, analyze and respond to pleadings filed by the Debtors and other parties in interest with this Court and participating in hearings concerning such pleadings; c. prepare all necessary motions, applications, responses, objections, reports, and pleadings on behalf of the Committee in connection with these cases; d. investigate the acts, conduct, assets, liabilities and present and historical financial condition of the Debtors and their affiliates, the operation of the Debtors' and their affiliates' business and or proposals to restructure such business, and any matters relevant to these cases in the event and to the extent required by the Committee; e. take all necessary action to protect the rights and interests of the Committee's constituents; f. formulate and implement a chapter 11 plan or plans for the Debtors and all matters relating thereto; g. represent the Committee in connection with the exercise of its powers and duties under the Bankruptcy Code and in connection with these cases; and h. perform all other necessary and appropriate legal services of Committee counsel in connection with this these cases. The Andrews Kurth professionals primarily responsible for this matter are: Hourly rates ------------ Robin Russell $785 (reduced from $925 at the Committee's request) David A. Zdunkewicz $785 (reduced from $925 at the Committee's request) Timothy A. Davidson II $720 (reduced from $800 at the Committee's request) Joseph P. Rovira $650 (voluntary reduced from $700) Ashley L. Harper $500 Edward A. Clarkson III $400 Robin Russell, a partner in the law firm of Andrews Kurth Kenyon LLP, attests that AK does not, and will not, represent any entity having an adverse interest to the Committee and is in all respects eligible and qualified to act as counsel to the Committee in these cases. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, Mr. Russell disclosed that: -- the firm has not agreed to any variations from, or alternatives to, its standard or customary billing arrangements for this engagement except to reduce certain hourly rates; -- none of the professionals included in the engagement vary their rate based on the geographic location of the bankruptcy case; -- Andrews Kurth did not represent the Committee (or any member of the Committee with respect to Castex matters) in the 12 months prepetition; -- Andrews Kurth is in the process of developing a prospective budget and staffing plan for the Committee's review and approval. Further, the firm understands that the Committee, along with the Debtors and the United States Trustee, will maintain active oversight of the firm's billing practices. The Counsel can be reached through: Robin Russell, Esq. David A. Zdunkewicz, Esq. Timothy A. Davidson II, Esq. ANDREWS KURTH KENYON LLP 600 Travis Street, Suite 4200 Houston, TX 77002 Tel: (713) 220-4200 Fax: (713) 220-4285 Email: rrussell@andrewskurth.com dzdunkewicz@andrewskurth.com taddavidson@andrewskurth.com About Castex Energy Castex Energy Partners, L.P., is engaged in the exploration, development, production and acquisition of oil and natural gas properties located along the southern coasts of Louisiana and Texas and onshore Louisiana. CEP is a non-operating working interest owner in approximately 375 onshore oil and gas leases located in the State of Louisiana. There are approximately 300 wells on the Onshore Leases. CEP also holds a seismic license and proprietary interests in certain seismic data, through a subsidiary, CTS-Castex, LLC, and is owner of fee land interests in Lafourche Parish, Louisiana, through a subsidiary, Castex Lafourche, LP. Castex Energy Partners, L.P., along with affiliates Castex Offshore, Inc., Castex Energy 2005, L.P., Castex Energy II, LLC, Castex Energy IV, LLC sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 17-35835) in Houston, on Oct. 16, 2017, after reaching terms with lenders of a restructuring plan that would convert debt into equity. CEP estimated assets and debt of $100 million to $500 million. The Hon. Marvin Isgur is the case judge. The Debtors tapped Kelly Hart & Pitre, as counsel; Paul Hastings LLP, as special counse; Alvarez & Marsal North America, LLC, as restructuring advisor; and Prime Clerk LLC, as noticing and claims agent. CASTEX ENERGY: Committee Hires Dacarba as Financial Advisor ----------------------------------------------------------- The Official Committee of Unsecured Creditors of Castex Energy Partners, L.P., seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Dacarba, LLC, an Opportune Company, as financial advisor. Financial advisory services required of Dacarba are: a. assist the Committee with any matters related to the restructuring of the Company; b. review, monitor, and analyze the Company's operations, financial condition, business plan, liquidity, strategy, and operating forecast; c. assist in the review of the Company's first day motions or orders and any budgets to those motion or orders; d. assist in the review of a cost benefit analysis with respect to the assumption or rejection of any executory contracts or leases; e. assist with the review of any tax matters or issues, including the proposed corporate reorganization contemplated in the Company’s restructuring support agreement; f. assist in the evaluation and analysis of any pre-petition transactions with respect to avoidance actions, including fraudulent transfers and preference payments; g. assist in the review of financial information distributed by the Company to the Committee and possibly other constituencies, including, but not limited to, cash flow projections and budgets, cash receipts and disbursement analysis, business plans, valuations, and analysis of various asset and liability accounts; h. attend and participate in meetings with the Company, Company lenders and creditors, United States Trustee, and any other official committees organized in this Chapter 11 Case and any other potentially relevant constituencies; i. assist the Committee in developing, evaluating, structuring, and negotiating the terms and conditions of any plan of reorganization as may be presented or offered, including the value or reasonableness of any securities that may be issued to the Committee under any such restructuring or plan; k. review the lenders' collateral; l. evaluate the Company's debt capacity; m. perform a valuation of the Company's assets as necessary or requested; n. analyze financing, merger, divestiture, joint-venture, or investment transaction(s); o. if requested, provide courtroom or deposition testimony with respect to certain matters arising in connection with the Company and any proceeding for restructuring or bankruptcy that may be filed in connection with this matter; p. render other financial or business consulting or such other assistance as the Committee or its counsel may deem necessary, consistent with the role of a financial advisor in this case; o. assist the Committee with any matters related to restructuring of the Debtors; q. review, monitor, and analyze the Debtors' operations, financial condition, business plan, liquidity, strategy, and operating forecast; r. assist in the review of financial information distributed by the Debtors to the Committee and possibly other constituencies, including, but not limited to, cash flow projections and budgets, cash receipts and disbursement analysis, business plans, valuations, and analysis of various asset and liability accounts; s. assist in the determination of an appropriate go-forward capital structure for the Debtors; t. attend meetings with and on behalf of the Committee; u. assist the Committee in developing, evaluating, structuring, and negotiating the terms and conditions of any restructuring or chapter 11 plan as may be presented or offered, including the value or reasonableness of any securities that may be issued to the Committee under any such restructuring or Plan; v. review the lenders' collateral; w. evaluate the Debtors' debt capacity; x. perform a valuation of the Debtors' assets as necessary or requested; z. analyze financing, merger, divestiture, joint-venture, or investment transaction(s); a.1. if requested, provide courtroom or deposition testimony with respect to certain matters arising in connection with the Debtors and any proceeding for restructuring or bankruptcy that may be filed in connection with this matter; b.1. assist the Committee in analyzing any new debt and/or equity capital (including advice on the nature and terms of new securities); and c.1. provide other general restructuring assistance as the Committee may deem necessary, consistent with the role of a retained financial advisor as mutually agreed by the Committee and Opportune. Dacarba's hourly rates are: Partner $865 Managing Directors $745 Directors $635 Managers $560 Senior Consultants $435 Consultants $350 Administrative Professionals $235 Farhana Ahmed, Managing Director of Dacarba LLC, attests that her firm has no connections with the Debtors, their creditors, or other parties in interest in these chapter 11 cases; and it does not have an interest adverse to the interests of the Debtors’ estates or of any class of creditors or equity security holders. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, Farhana Ahmed disclosed that: -- the firm has not agreed to any variations from, or alternatives to, its standard or customary billing arrangements for this engagement; -- none of the professionals included in the engagement vary their rate based on the geographic location of the bankruptcy case; -- Dacarba did not represent the Committee in the 12 month petition; and -- Dacarba is in the process of developing a prospective budge and staffing plan for the Committee's review and approval. Further, Dacarba understands that the Committee, along with the Debtors and the United States Trustee, will maintain active oversight of Dacarba's billing practices. The Advisor can be reached through: Farhana Ahmed Dacarba, LLC, an Opportune Company 711 Louisiana Street, Suite 3100 Houston, TX 77002 Tel: 713-250-3000 Fax: 713-490-0355 About Castex Energy Castex Energy Partners, L.P., is engaged in the exploration, development, production and acquisition of oil and natural gas properties located along the southern coasts of Louisiana and Texas and onshore Louisiana. CEP is a non-operating working interest owner in approximately 375 onshore oil and gas leases located in the State of Louisiana. There are approximately 300 wells on the Onshore Leases. CEP also holds a seismic license and proprietary interests in certain seismic data, through a subsidiary, CTS-Castex, LLC, and is owner of fee land interests in Lafourche Parish, Louisiana, through a subsidiary, Castex Lafourche, LP. Castex Energy Partners, L.P., along with affiliates Castex Offshore, Inc., Castex Energy 2005, L.P., Castex Energy II, LLC, Castex Energy IV, LLC sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 17-35835) in Houston, on Oct. 16, 2017, after reaching terms with lenders of a restructuring plan that would convert debt into equity. CEP estimated assets and debt of $100 million to $500 million. The Hon. Marvin Isgur is the case judge. The Debtors tapped Kelly Hart & Pitre, as counsel; Paul Hastings LLP, as special counse; Alvarez & Marsal North America, LLC, as restructuring advisor; and Prime Clerk LLC, as noticing and claims agent. CAVALIER REAL ESTATE: Jan. 17 Plan Confirmation Hearing ------------------------------------------------------- Judge Stephen St. John of the U.S. Bankruptcy Court for the Eastern District of Virginia has approved the Disclosure Statement filed by Cavalier Real Estate, LLC, on October 20, 2017. January 10, 2018 was fixed as the last day of filing written acceptances or rejections of the Plan. January 17, 2018 at 11:00 a.m. was fixed for the hearing on confirmation of the Plan. Any objections to the confirmation of the plan shall be filed no later than 7 days prior to the confirmation hearing. A full-text copy of Judge St. John's order dated December 6, 2017 is available at: http://bankrupt.com/misc/vaeb17-72997-26.pdf About Cavalier Real Estate LLC Cavalier Real Estate, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 17-72997) on August 21, 2017, and is represented by Karen M. Crowley, Esq., at Crowley, Liberatore, Ryan & Brogan, P.C. Judge Frank J. Santoro presides over the case. CENTRAL LAUNDRY: Real Property Sale to Fund Affiliate's Plan ------------------------------------------------------------ Bellmawr Laundry LLC, d/b/a Liberty Laundry, filed a disclosure statement with the U.S. Bankruptcy Court for the Eastern District of Pennsylvania. All consideration necessary for the reorganized Debtor to make payments or distributions shall be obtained from the closing on the sale of its property at 281 Benigno Boulevard pursuant to a Purchase and Sale Agreement. The allowed secured claim of Borough of Bellmawr amounting to $174,254 will be paid including interest at the statutory rate on the Effective Date. The allowed secured claim of M&T Bank amounting to $1,533,862 will also be paid in full on the Effective Date. The allowed secured claim of SBA amounting to $1,126,312 will be paid in full on the Effective Date. Each holder of an allowed priority non-tax claim shall be paid in full in cash on or as reasonably practicable after (i) the Effective Date, (ii) the date on which such priority non-tax claim agains the Debtor becomes an allowed priority non-tax claim, or (iii) such other date as may be ordered by the bankruptcy court. Allowed general unsecured claims, amounting to $500,149, will receive a pro-rata share of the net proceeds from the sale of the property (but not to exceed the total amount of any allowed general unsecured claim) within 30 days after the later of (i) the Effective Date, (B) the date on which such general unsecured claim becomes an allowed general unsecured claim, or (iii) such other date as may be ordered by the bankruptcy court. As of the petition date, George Rengepes and James Rengepes each own 50% of all the interests in the Debtor which shall remain unchanged as of the Effective Date. A full-text copy of Bellmawr Laundry's disclosure statement is available at: http://bankrupt.com/misc/paeb17-13189-31.pdf About Central Laundry Inc. Central Laundry, Inc., which does business under the name Olympic Linen, operates a commercial laundry and linen service for the restaurant and hospitality industry. Its headquarters is located at 615 Industrial Park Drive, Lansdowne, Pennsylvania. Central Laundry previously filed for Chapter 11 protection (Bankr. E.D. Pa. Case No. 16-10666) on Feb. 1, 2016, estimating its assets and liabilities of less than $50,000. Paul J. Winterhalter, Esq., at the Law Offices Of Paul J. Winterhalter, P.C., served as the Debtor's bankruptcy counsel in the 2016 case. Central Laundry, Inc. and its New Jersey-based affiliate Bellmawr Laundry LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case Nos. 17-13172 and 17-13189) on May 3, 2017. The petitions were signed by George Rengepes, president and member. At the time of the filing, each of the Debtors estimated their assets and debts at $1 million to $10 million. The cases are assigned to Judge Eric L. Frank. The Debtors tapped Maschmeyer Karalis P.C. as legal counsel, and Asterion Inc. as financial advisor. On October. 31, 2017, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization. CHARLOTTE RUSSE: Moody's Lowers CFR to Ca After Debt Restructuring ------------------------------------------------------------------ Moody's Investors Service downgraded its ratings for Charlotte Russe, Inc., including the company's Corporate Family Rating (to Ca from Caa1) and Probability of Default Rating (to D-PD from Caa1-PD). In addition, Moody's concurrently downgraded its ratings for the company's senior secured term loan B facilities due 2019 (to Ca from Caa1; $150 million and $80 million principal balances on each facility). The downgrades follow Charlotte Russe's December 15, 2017 announcement that it has entered into a debt restructuring agreement with the majority of its lenders, with ratings now reflecting Moody's best assessment of ultimate expected loss severity for the company's debt given the current event of default scenario. The ratings outlook was changed to stable from negative. Subsequent to actions, Moody's will withdraw the company's ratings given the pending restructuring, which the rating agency believes will move forward substantially in accordance with plans. The following ratings for Charlotte Russe, Inc. were downgraded and will subsequently be withdrawn: -- Corporate Family Rating, to Ca from Caa1 -- Probability of Default Rating, to D-PD from Caa1-PD -- $150 million principal (approximately $139 million outstanding) senior secured term loan B due 2019, to Ca (LGD4) from Caa1 (LGD4) -- $80 million principal (approximately $75 million outstanding) senior secured term loan B due 2019, to Ca (LGD4) from Caa1 (LGD4) The ratings outlook has been changed to stable from negative RATINGS RATIONALE In the application of Moody's Loss Given Default Methodology, the family recovery rate was maintained at 50%, signaling what Moody's believes approximates the current valuation of the company. As a result, the first lien term loan was downgraded to Ca, with an expected loss rate of roughly 44%. The principal methodology used in these ratings was Retail Industry published in October 2015. Headquartered in San Francisco, California, Charlotte Russe, Inc. is a retailer of value-oriented 'fast fashion' apparel and accessories targeting 18-24 year old women. As of October 27, 2017, the company operated 562 retail stores in the US and Puerto Rico, with addition sales generated through its ecommerce and mobile platforms. Revenue for the twelve-month period ended October 27, 2017 was approximately $949 million. CHARLOTTE RUSSE: S&P Cuts CCR to 'CC' on Announced Exchange Offer ----------------------------------------------------------------- S&P Global Ratings lowered the corporate credit rating on California-based apparel retailer Charlotte Russe Inc. to 'CC' from 'CCC-'. The outlook is negative. S&P said, "At the same time, we lowered the issue-level rating on the first-lien term loan to 'CC' from 'CCC-. Our '4' recovery rating on the term loan remains unchanged and reflects our expectation for average (30% to 50%; rounded estimate: 30%) recovery in the event of default. "The rating action reflects our view that Charlotte Russe Inc.'s exchange offer, if completed, would constitute a distressed exchange, and would be tantamount to default. The company has offered to exchange the outstanding $214 million term loan for a new $90 million term loan, and give supporting term lenders 100% of the equity of Charlotte Russe subject to dilution from the newly formed management equity incentive plan. The consummation of this transaction remains subject to several conditions, most notably that the company obtains a threshold amount of annualized operational savings, and requires the commitment of all term loan debtholders to participate in the proposed out-of-court restructuring. "The negative outlook reflects our expectation that, once the transaction has been completed, we will lower the corporate credit rating to 'SD' (selective default) and the issue-level rating on the existing term loan to 'D'. Shortly thereafter, we would raise the corporate credit rating to a level that reflects the ongoing risk of a conventional default." COATES INTERNATIONAL: Obtains $53,000 from Note Offering -------------------------------------------------------- Coates International, Ltd., has received the net proceeds of a Securities Purchase Agreement and related convertible promissory note, dated Dec. 5, 2017, in the face amount of $53,000 issued to Power Up Lending Group, Ltd. The Promissory Note matures in September 2018 and provides for interest at the rate of eight percent per annum. The Note may be converted into unregistered shares of the Company's common stock, par value $0.0001 per share, at the Conversion Price, as defined, in whole, or in part, at any time beginning 180 days after the date of the Note, at the option of the Holder. All outstanding principal and unpaid accrued interest is due at maturity, if not converted prior thereto. The Company incurred expenses amounting to $2,500 in connection with this transaction. The Conversion Price will be equal to 61% multiplied by the Market Price, as defined. The Market Price will be equal to the average of the three lowest closing bid prices of the Company's common stock on the OTC Pink Sheets during the 10 trading-day period ending one trading day prior to the date of conversion by the Holder. The Conversion Price is subject to adjustment for changes in the capital structure such as stock dividends, stock splits or rights offerings. The number of shares of common stock to be issued upon conversion will be equal to the aggregate amount of principal, interest and penalties, if any divided by the Conversion Price. The Holder anticipates that upon any conversion, the shares of stock it receives from the Registrant will be tradable by relying on an exemption under Rule 144 of the U.S. Securities and Exchange Commission. The Conversion Price is subject to adjustment in the event of any of the following: 1. During the period when a Major Announcement by the Company relating to a merger, consolidation, sale of the Company or substantially all of its assets or tender offer is in effect, as defined. 2. A merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event being consummated. The Company is not permitted to pay dividends or make other distributions of capital or repurchase or otherwise acquire any shares of its capital stock without the Holder's consent and is subject to certain restrictions on new borrowings, while there is a remaining outstanding balance related to the convertible promissory note. These notes may be prepaid during the first six months the notes are outstanding by paying a prepayment penalty equal to 30% during the first 60 days, increasing in 5% increments each month thereafter, to a maximum of 50%. The Company has reserved 31,278,688 shares of its unissued common stock for potential conversion of the convertible note. The convertible promissory note was privately offered and sold to the Holder in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws which the Registrant believes are available to cover this transaction based on representations, warranties, agreements, acknowledgements and understandings provided to the Registrant by the Holder. About Coates Based in Wall Township, N.J., Coates International, Ltd. (OTC BB: COTE) -- http://www.coatesengine.com/-- was incorporated on Aug. 31, 1988, for the purpose of researching, patenting and manufacturing technology associated with a spherical rotary valve system for internal combustion engines. This technology was developed over a period of 15 years by Mr. George J. Coates, who is the President and Chairman of the Board of the Company. The Coates Spherical Rotary Valve System (CSRV) represents a revolutionary departure from the conventional poppet valve. It changes the means of delivering the air and fuel mixture to the firing chamber of an internal combustion engine and of expelling the exhaust produced when the mixture ignites. MSPC, in Cranford, New Jersey, Coates' independent registered public accountants, have stated in their Auditor's Report dated April 14, 2017, with respect to the Company's financial statements as of and for the year ended Dec. 31, 2016, that the Company continues to have negative cash flows from operations, recurring losses from operations, and a stockholders' deficiency. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Coates reported a net loss of $8.35 million on $29,200 of total revenues for the year ended Dec. 31, 2016, compared to a net loss of $10.20 million on $94,200 of total revenues for the year ended Dec. 31, 2015. As of Sept. 30, 2017, Coates had $2.27 million in total assets, $8.18 million in total liabilities and a total stockholders' deficiency of $5.90 million. COLLEGE PARK: Hires Long & Foster Real Estate as Leasing Agent -------------------------------------------------------------- College Park Investments, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Maryland to employ Long & Foster Real Estate, Inc. as leasing agent. The principal asset of the Debtor is the Yale House, a six-unit apartment building which is usually rented by students attending the University of Maryland. The building is located at 7302 Yale Avenue, College Park, Maryland. The Debtor seeks authority to employ Long & Foster as its leasing agent to lease the Property. Kimberly James, a real estate sales and rental agent affiliated with Long & Foster, attests that L&F is a "disinterested person" as that term is defined in sections 327 and 101(14) of the Bankruptcy Code and does not hold or represent an interest adverse to the bankruptcy estate as described in Section 327 of the Code. The Debtor and Long & Foster have agreed that the firm will be paid by a commission of one month's rent for a one-year lease procured by the firm and half of one month's rent for a six-month lease procured by the firm. Long & Foster can be reached through: Kimberly James Long & Foster Real Estate, Inc. 9094 Baltimore Blvd. College Park, MD 20740 Phone: 703-653-8526 Toll Free: 800-237-8800 About College Park Investments, LLC College Park Investments, LLC and its affiliate Stein Properties, Inc. own and lease real properties. College Park's principal assets are located at 7302 Yale Avenue College Park, Maryland. Stein Properties owns a real property at 10840 Little Patuxent Parkway Columbia, Maryland. College Park and Stein Properties sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case Nos. 17-22678 and 17-22680) on September 22, 2017. Bruce S. Jaffe, its manager, signed the petitions. At the time of the filing, College Park disclosed that it had estimated assets and liabilities of $1 million to $10 million. Stein Properties estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. CONCORDIA INTERNATIONAL: Comments on Recent Trading Activity ------------------------------------------------------------ At the request of the Investment Industry Regulatory Organization of Canada, Concordia International Corp. is confirming that it is unaware at this time of any material change in its operations that would account for the recent increase in market activity. As previously announced, the Company commenced proceedings under the Canada Business Corporations Act in an effort to realign its capital structure. The Company continues to advance ongoing discussions with its debtholders in this effort, and is focused on realigning its capital structure on a consensual basis. In connection with the Company's efforts to advance a potential recapitalization transaction, the Company has determined to defer the payment of the approximately $37.5 million of interest due today on its 9.5% senior unsecured notes. Such deferral of the interest payment does not result in an Event of Default until the expiry of the 30-day grace period, and any default or Event of Default in respect of the non-payment of the foregoing interest amount is subject to the stay of proceedings granted in the Company's CBCA proceedings. It is expected that the foregoing interest payment will be addressed as part of any recapitalization transaction that may be completed by the Company. About Concordia Based in Ontario, Canada, Concordia -- http://www.concordiarx.com/ -- is an international specialty pharmaceutical company with a diversified portfolio of more than 200 patented and off-patent products, and sales in more than 90 countries. Going forward, the Company is focused on becoming a leader in European specialty, off-patent medicines. Concordia operates out of facilities in Oakville, Ontario and, through its subsidiaries, operates out of facilities in Bridgetown, Barbados; London, England and Mumbai, India. Concordia reported a net loss of US$1.31 billion for the year ended Dec. 31, 2016, compared to a net loss of US$31.56 million in 2015. As of Sept. 30, 2017, Concordia had US$2.65 billion in total assets, US$4.12 billion in total liabilities and a total shareholders' deficit of US$1.47 billion. * * * As reported by the TCR on Oct. 27, 2017, Moody's Investors Service downgraded the Corporate Family Rating of Concordia to 'Ca' from 'Caa3'. "Concordia's Ca Corporate Family Rating reflects its very high financial leverage, ongoing operating headwinds, and imminent risk of a debt restructuring. Moody's estimates adjusted debt/EBITDA will exceed 9.0x over the next 12 months as earnings decline on a year over year basis." As reported by the TCR on Oct. 19, 2017, S&P Global Ratings lowered its corporate credit rating on Concordia to 'SD' from 'CCC-' and removed the rating from CreditWatch, where it was placed with negative implications on Sept. 18, 2017. "The downgrade follows Concordia International's announcement that it failed to make the Oct. 16, 2016, interest payment on the 7% senior unsecured notes due 2023. Given our view of the company's debt level as unsustainable, and ongoing restructuring discussions, we do not expect the company to make a payment within the grace period." CS360 TOWERS: Chapter 11 Trustee Seeks Access to Cash Collateral ---------------------------------------------------------------- Bradley Sharp, the appointed Chapter 11 Trustee of CS360 Towers, LLC, asks the U.S. Bankruptcy Court for the Eastern District of California for authority to use cash collateral substantially consistent with the terms of the Current Cash Collateral Order. Prior to the Trustee's appointment, the Debtor has filed a motion for the use of cash collateral. Following his appointment, the Trustee advanced that motion in his own name. Ultimately, the Initial Cash Collateral Motion was granted on the terms set forth in orders of the Court, and authority for the use of cash collateral was provided through Dec. 31, 2017. Since his appointment, the Trustee has been appropriately managing the estate's substantial real property assets, including collecting rents and paying expenses associated with the Debtor's Condominium Units. The Trustee claims that the rental income from the Units is needed to pay the associated costs, including but not limited to HOA dues, taxes, maintenance and the other categories of expenditures set forth in the prior brief submitted to the Court. The Trustee has also pursued certain litigation claims, and is working to resolve others. The Trustee has not prepared a specific case budget, and instead requests authority to make expenditures consistent with the current and historical practice since the Trustee's appointment, including for expenditures in the ordinary course of business (noting that for other expenditures, such as for approval and payment of professional fees, separate application and court order is required). Given the expiration of the Current Cash Collateral Order, the Trustee seeks entry of an order substantially similar to the Current Cash Collateral Order, and in a fashion that preserves the Reservation of Rights and Reporting Requirements, (as requested by lenders and with which the Trustee has complied), with the only differences being: (1) that the use of cash collateral is approved until further order of the court (as opposed to with another sunset provision), and (2) removing the mention of the prior budget. A full-text copy of the Chapter 11 Trustee's Motion is available at: http://bankrupt.com/misc/caeb17-20731-268.pdf About CS360 Towers CS360 Towers, LLC, filed a Chapter 11 petition (Bankr. E.D. Cal. Case No. 17-20731) on Feb. 3, 2017. Mark D. Chisick, manager, signed the petition. The Debtor tapped Stephan M. Brown, Esq. at the Bankruptcy Group, P.C., as counsel. At the time of filing, the Debtor disclosed total assets of $18.46 million and total liabilities of $5.72 million. The case is assigned to Judge Robert S. Bardwil. Bradley Sharp was appointed as Chapter 11 Trustee for the estate of CS360 Towers, LLC pursuant to order of the court dated March 15, 2017. The assets of the estate include condominium units (both residential and commercial) in the building located at 500 N Street, Sacramento, California, and various claims and causes of action. Attorneys for Chapter 11 Trustee Bradley Sharp: Jamie P. Dreher, Esq. DOWNEY BRAND LLP 621 Capitol Mall, 18th Floor Sacramento, CA 95814-4731 Telephone: (916) 444-1000 Facsimile: (91b) 444-2100 E-mail: jdreher@downeybrand.com CSP ASSET II: Seeks Permission to Use Double Line Cash Collateral ----------------------------------------------------------------- CSP Asset II, LLC, asks the U.S. Bankruptcy Court for the Western District of Texas for permission to use cash collateral to pay its usual and customary operating expenses of the same type and approximate amounts set forth on a budget. The Debtor generates cash collateral from the operation of its business when it leases storage units and operates its postal, FedEx and truck leasing operations. Until a plan of reorganization is confirmed in this case, the Debtor claims that it must obtain approval for the use of the cash collateral. The Debtor asserts that it is critical for the Debtor to have access to its cash and other business property to continue to operate in the ordinary course of business and to pay normal operating expenses. The primary party with an interest in cash collateral is Double Line CRE Financial, LLC, which holds the first lien upon the Debtor's real property, as well as an assignment of rents and a blanket lien upon Debtor's assets. The loan documents executed in favor of Double Line state that the Debtor has granted an absolute assignment of rents to Double Line. However, under the Texas Assignment of Rents Act, the Debtor believes that Double Line possesses only a collateral assignment. Prior to filing the Petition, the Debtor signed a note in favor of TC Debt Opportunities, LLC, in the amount of $25,500,000. The note was taken out to refinance existing indebtedness and to buy out a preferred member of the Debtor's predecessor in interest. At the request of the lender, the property was transferred to a new entity for purposes of the financing. TC Debt Opportunities assigned the note to Double Line CRE Capital, LLC, at closing. The Loan Agreement required establishment of various reserve accounts, including a working capital reserve and debt service reserve. The reserves were necessary to ensure that the property had sufficient funds to operate while it achieved full occupancy. The Debtor had disputes with Double Line over the reserves almost from the beginning of the relationship. Approximately $375,000 of the loan proceeds were deposited into a "working capital reserve." Although the Debtor presented Double Line with a budget for working capital needs, Double Line rarely approved such expenditures such that $301,000 remains in such account. The Debtor believes that the amount in the Property Tax Reserve exceeds the amount actually owed for 2017 ad valorem taxes by about $40,000. Additionally, the Debtor has been required to use operating funds to pay for working capital expenditures when such amounts should have been funded from the reserve established for that purpose. The Debtor asserts that it can meet its ongoing postpetition obligations only if it borrows funds post-petition or obtains authority for use of cash collateral. The Debtor believes, however, that the use of cash collateral is preferable as it has the ability to fund current expenses for this period from its funds on hand generated and believes it is able to cash flow post-petition if it has the funds available from or generated by its prepetition cash collateral to pay its postpetition expenses. Thus, in order to continue operations as normal and to preserve the value of the estate pending confirmation of a plan of reorganization, the Debtor needs immediate authority to use the Cash Collateral. In exchange to its use of cash collateral, the Debtor proposes to provide adequate protection to Double Line in this manner: (a) The Debtor will provide Double Line with a replacement lien upon funds earned and collected postpetition; (b) The Debtor will consult with Double Line on improving the management of the property; (c) The Debtor will use the working capital reserve funds to make improvements to the property to increase occupancy and income (subject to further court order); and (d) At the final hearing, the Debtor will provide for adequate protection payments during the pendency of the case in an amount sufficient to protect Double Line from diminishment in the value of its collateral. A full-text copy of the Debtor's Motion is available at: http://bankrupt.com/misc/txwb17-11513-2.pdf About CSP Asset II, LLC Based in Austin, Texas, Secured Climate Storage -- http://www.securedclimatestorage.com/-- operates a self-storage facility built to provide storage security for individuals and businesses. This climate and non-climate controlled Facility has over 1,200 units and sizes up to 3,200 square feet. Secured Climate Storage is also an authorized US postal center and FedEx Ship center. Postal services include: 24 hour mailbox rental, custom packaging and shipping, copies, faxes and notary services, metered and stamped mail drop off, multiple shipping options, stamps, envelopes, boxes and greeting cards. For more information visit: CSP Asset II, LLC, doing business as Secured Climate Storage, filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 17-11513) on Dec. 5, 2017. James R. Carpenter, manager of sole member, signed the petition. Judge Tony M. Davis is handling the case. Stephen W. Sather, Esq., at Barron & Newburger, P.C, serves as counsel to the Debtor. At the time of filing, the Debtor estimated $10 million to $50 million in assets and $10 million to $50 million in liabilities. CTI BIOPHARMA: Will Adopt Corporate Governance Reforms ------------------------------------------------------ As part of a settlement agreement reached in connection with four derivative suits, CTI BioPharma Corp. has agreed to adopt certain corporate governance reforms and agreed not to object to an attorneys' fee application by plaintiffs' counsel of up to $0.8 million collectively. On Nov. 7, 2017, a Company shareholder filed the first of four similar derivative lawsuits on behalf of the Company seeking damages for alleged harm to the Company caused by certain current and former officers and directors of the Company on March 14, 2016. The first suit, Wei v. James A. Bianco, et al., 16-2-05818-3, was filed in King County Superior Court, Washington. A second suit, England v. James A. Bianco, et al., 16-2-14422-5, was filed in King County Superior Court, Washington, on June 16, 2016. Two additional derivative suits, Nahar v. James A. Bianco, et al., 2:16-cv-0756, and Hill v. James A. Bianco, et al., 2:16-cv-1250, were filed in the United States District Court for the Western District of Washington on May 24, 2016 and Aug. 9, 2016, respectively. The four suits raise similar allegations and seek similar relief against certain current and former officers and directors of the Company. Consistent with the requirements of a derivative action, the Company is named in each suit as a nominal defendant against which no monetary relief is sought. On March 29, 2017 during mediation, the parties to the derivative suits reached an agreement in principle to settle all four suits subject to Board and court approvals. On Oct. 24, 2017, the Court issued an order granting preliminary approval to the proposed settlement. The Court has scheduled a hearing on Jan. 31, 2018 at 8:30 a.m. (PT) in Courtroom W-728 of the Superior Court of Washington, King County located at 516 Third Avenue, Seattle, Washington, 98104, to determine, among other things, whether it should issue an order for final approval of the proposed settlement. Pursuant to the Court's Order, no later than Jan. 17, 2018, any objections to the settlement must be filed in writing with the Court (together with the other requisite information) and duly served, in each case, in accordance with the requirements specified in the Notice of Proposed Settlement. A copy of the Settlement is available for free at: https://is.gd/HdrHVb About CTI BioPharma CTI BioPharma Corp. (NASDAQ and MTA: CTIC) -- http://www.ctibiopharma.com/-- is a biopharmaceutical company focused on the acquisition, development and commercialization of novel targeted therapies covering a spectrum of blood-related cancers that offer a unique benefit to patients and healthcare providers. The Company has a late-stage development pipeline, including pacritinib for the treatment of patients with myelofibrosis. CTI BioPharma is headquartered in Seattle, Washington. CTI Biopharma reported a net loss attributable to common shareholders of $52 million for the year ended Dec. 31, 2016, a net loss attributable to common shareholders of $122.6 million for the year ended Dec. 31, 2015, and a net loss attributable to common shareholders of $95.99 million. The Company had $65.53 million in total assets, $37.12 million in total liabilities, and $28.41 million in total shareholders' equity as of Sept. 30, 2017. CUMULUS MEDIA: Dec. 21 Final Hearing on Stock Transfer Protocol --------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York entered an interim order establishing procedures with respect to direct and indirect transfers of interests in Cumulus Media Inc. and its debtor-affiliates. In certain circumstance, the procedures restrict transactions involving, and require notices of the holdings of and proposed transactions by, any person or group of persons that is or, as a result of such a transaction, would become a substantial stockholder of the common stock issued by Cumulus Media. For the purposes of the procedures, a "substantial stockholder" is any person or entity that beneficially owns, directly or indirectly, at least 1,320,225 shares of common stock (representing about 4.5% of all issued and outstanding common shares). A hearing is set for Dec. 21, 2018, at 10:00 a.m. (Eastern Time) to consider final approval of the Debtors' request. Objections, if any, are due Dec. 18 at 12:00 p.m. (Eastern Time). About Cumulus Media Based in Atlanta, Georgia, Cumulus Media Inc. and 36 of its affiliates, including NY Radio Assets, LLC, and Westwood One, Inc., sought voluntary protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 17-13381) on November 29, 2017. Cumulus Media Inc. (OTCQX: CMLS) -- http://www.cumulus.com/-- is a radio broadcasting company. The Company is also a provider of country music and lifestyle content through its NASH brand, which serves through radio programming, NASH Country Weekly magazine and live events. Its product lines include broadcast advertising, digital advertising, political advertising and non-advertising based license fees. Its broadcast advertising includes the sale of commercial advertising time to local, national and network clients. Its digital advertising includes the sale of advertising and promotional opportunities across its Websites and mobile applications. Its across the nation platform generates content distributable through both broadcast and digital platforms. The case is assigned to Hon. Shelley C. Chapman. The Debtors are represented by Paul M. Basta, Esq., Lewis R. Clayton, Esq., Jacob A. Adlerstein, Esq., and Claudia R. Tobler, Esq., at Paul, Weiss, Rifkind, Wharton & Garrison LLP, in New York. PJT Partners LP serves as the Debtors' investment banker. Alvarez & Marsal North America, LLC, serves as the Debtors' restructuring advisor. EPIQ Bankruptcy Solutions, LLC, serves as the Debtors' claims, notice and balloting agent. At the time of filing, the Debtors had estimated assets of $1 billion to $10 billion and estimated liabilities of $1 billion to $10 billion. The petition was signed by Richard Denning, senior vice president and general counsel. The U.S. Trustee for Region 2 on Dec. 11 appointed seven creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Cumulus Media Inc. and its affiliates. DDR CORP: Fitch Puts BB Preferred Stock Rating on Watch Positive ---------------------------------------------------------------- Fitch Ratings has placed DDR Corp.'s 'BBB-' Long-Term Issuer Default Rating (IDR) on Rating Watch Positive. The Rating Watch Positive follows the announcement that DDR expects to spin-off all 12 of its Puerto Rico assets as well as 38 continental U.S. assets, accounting for approximately 35% of 2017 NOI, into a newly formed entity. Fitch expects that DDR will obtain a $1.35 billion cross-collateralized CMBS financing on all 50 to-be spun assets that will be used for repayment of unsecured and secured debt, with the CMBS loan transferring to SpinCo along with the named assets. The proposed transaction will improve the company's portfolio quality by reducing or eliminating exposures to lower-growth geographies and weaker credit-quality tenants. Further, the proposed transaction lowers leverage and improves liquidity via the repayment of near-term debt maturities, such that the company will have no material maturities until 2021. Fitch would expect to resolve the Rating Watch Positive upon consummation of the spin transaction, which will likely take place in mid-2018. Should the transaction not be completed, DDR's current credit profile will remain unchanged. KEY RATING DRIVERS Fitch expects the company's leverage to decline to the low-to-mid 5x area for the year ended Dec. 31, 2019 (the first full year following the transaction) upon completion of the spin, and management has publicly stated a policy of maintaining leverage below 6.0x. Fitch considers DDR's leverage of 6.1x for the quarter ended Sept. 30, 2017 and fixed charge coverage of 2.7x for the TTM ended Sept. 30, 2017 strong for the 'BBB-' rating category. DDR's unencumbered asset coverage of net unsecured debt (UA/UD) is expected to improve slightly to 2.0x under the proposed transaction. DDR had made progress refining its portfolio and delevering its balance sheet through the disposal of low-growth, lower quality assets. The company's Puerto Rico portfolio - representing 12 assets and 12.4% of DDR's property NOI at Sept. 30, 2017 - has continued to lag broader portfolio performance, and Fitch expects the company's portfolio quality to improve further upon the spin transaction. In addition to removing Puerto Rico assets from the portfolio, the company will also reduce or eliminate exposure to at-risk tenants like Sears/Kmart while increasing exposure to stronger tenants like TJX Companies and Bed Bath & beyond; post-spin, no single tenant will represent more than 6% of DDR's overall ABR. Power Center Focus: DDR's strategic plan entails owning and operating market-dominant power centers in select markets with favorable population demographics. Currently, DDR's portfolio demographics are below average with respect to its shopping center REIT peers, as measured by population density and average household income. Post-transaction, Fitch expects DDR's remaining portfolio to approach the peer average in categories such as in-place anchor and in-line tenant rents. Further, the company will have a stronger geographic profile upon the elimination of its Puerto Rico exposure. Power centers can exhibit competitive advantages relative to traditional grocery-anchored centers in their greater scale and larger trade areas versus grocery-anchored neighborhood shopping centers. Numerous retailers within the value and convenience segments are exploring selling grocery items and this demand from non-traditional grocers could bolster tenancy for power center space. Adequate UA/UD: Fitch forecasts the ratio of unencumbered assets to unsecured debt to improve to 2.0x pro forma for the announced transaction, with a stronger unencumbered pool. As of Sept. 30, 2017, DDR's unencumbered assets (defined as unencumbered NOI divided by an 8% stressed capitalization rate) covered net unsecured debt by 1.9x. The company's UA/UD has remained consistently below the typical 2.0x threshold that Fitch views as appropriate for investment-grade REITs. C-suite Turnover; Finally Stabilized: The company has had significant management turnover in the last several years especially at the CEO position with five separate individuals holding the role since 2009. This has resulted in inconsistent strategy/direction, which has likely stunted cash flow growth that has trailed peers and turned negative in 2017. Fitch views positively the new CEO and other members of senior management given their prior success in reducing leverage and improving portfolio quality at Equity One, a grocery-anchored peer that merged with Regency Centers in early 2017. DERIVATION SUMMARY Assuming the completion of the transaction as announced, DDR's credit metrics would be stronger than its closest peer in the 'BBB-' category. DDR would have lower leverage and higher fixed charge coverage relative to Brixmor('BBB-'/Stable), with superior portfolio metrics as measured by in-place rents and occupancy. DDR would have stronger credit metrics than Kimco ('BBB+'/Stable), although with weaker portfolio quality based on locations and tenant quality. Regency Centers, for which Fitch has a credit opinion, has stronger occupancy, in-place rents and asset locations with lower leverage. Federal Realty's ('A-'/Stable) sector-leading in-place rents, leasing spreads, portfolio demographics and capital access justify its higher rating. DDR's elimination of its Puerto Rico and Sear/Kmart exposures are a credit positive, as they transfer a substantial geographic concentration, weaker performing assets and lower tenant credit quality to SpinCo. In concert with better headline credit metrics, the company would have a stronger portfolio, albeit still unremarkable relative to peers. KEY ASSUMPTIONS -- The spin transaction and CMBS financing are executed on substantially the same terms and timing as announced by DDR on Dec. 14, 2017; -- Average annual SSNOI growth of the remaining portfolio between 1% to 2%; -- Common dividend reduced to $0.10/share from $0.19/share to reflect lost revenue from the spin transaction and a more conservative pro forma AFFO payout ratio between 70% to 80%; -- No equity issuance or stock buybacks. RATING SENSITIVITIES Fitch expects to resolve the Positive Watch with an upgrade of the IDR to 'BBB' upon the closing of the spin transaction (which may take place subsequent to six months in the future), provided DDR executes the spin transaction and CMBS financing under terms substantially similar to those announced by the company on Dec. 14, 2017. Assuming the upgrade, Fitch would implement the following rating sensitivities: Developments That May, Individually or Collectively, Lead to Positive Rating Action -- Fitch's expectation of leverage, excluding preferred stock, sustaining below 5.5x; -- Fitch's expectation of fixed charge coverage sustaining above 3.0x. Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Fitch's expectation of leverage, excluding preferred stock, sustaining above 6.5x; -- Failure to maintain unencumbered asset coverage of unsecured debt (based on a stressed 8% cap rate) above 2.0x. -- Fitch's expectation of fixed charge coverage sustaining below 2.0x. LIQUIDITY The proceeds from the spin transaction will allow the company to meaningfully extend its debt maturity profile. Management intends to position itself to have no unsecured maturities until 2021 with near full availability on its $1 billion revolving line of credit and capacity to fund five full years of maturities post-transaction. The company does not intend to reduce the size of its LOC post-spin. FULL LIST OF RATING ACTIONS Fitch has placed the following ratings on Rating Watch Positive: DDR Corp. -- Long-Term IDR 'BBB-'; -- Senior unsecured revolving credit facility 'BBB-'; -- Senior unsecured term loan 'BBB-'; -- Senior unsecured notes 'BBB-'; -- Preferred stock 'BB'. DDR CORP: Moody's Cuts Pref. Stock Rating to Ba1 on Spinoff ----------------------------------------------------------- Moody's Investors Service has downgraded the senior unsecured rating of DDR Corp. to Baa3 from Baa2. This action follows the announcement on December 14 that DDR will spinoff 50 assets, including its entire Puerto Rico portfolio, into a new publicly-traded REIT called Retail Value Trust ("RVT"). The ratings downgrade is primarily driven by concerns that DDR's remaining portfolio will likely face leasing pressures, more tenant bankruptcies and challenges with growing, particularly in locations where DDR does not have a dominant presence. Furthermore, the REIT's longer-term growth strategy is unclear. The rating outlook was revised to stable from negative, reflecting expected volatility in operating performance as the retail industry continues to experience secular headwinds, mitigated by maintenance of conservative credit metrics including net debt/EBITDA in the 6x range (inclusive of DDR's pro-rata share of unconsolidated joint ventures) following the RVT transaction. The following ratings were downgraded: Issuer: DDR Corp. Senior Unsecured Rating downgraded to Baa3 from Baa2 Senior Unsecured MTN Shelf downgraded to (P)Baa3 from (P)Baa2 Subordinate MTN Shelf downgraded to (P)Ba1 from (P)Baa3 Preferred Stock Rating downgraded to Ba1 from Baa3 Senior Unsecured Shelf downgraded to (P)Baa3 from (P)Baa2 Subordinate Shelf downgraded to (P)Ba1 from (P)Baa3 Preferred Stock Shelf downgraded to (P)Ba1 from (P)Baa3 RATINGS RATIONALE The spinoff of RVT represents a positive step in DDR's portfolio repositioning strategy as it completely eliminates the REIT's exposure to Puerto Rico (12.4% of NOI as of Q3 2017), a market with weak operating performance and uncertain growth prospects that is still recovering from the effects of Hurricane Maria. In addition, the transaction removes exposure to properties within the continental U.S. with weaker operating fundamentals and growth potential. However, DDR's remaining portfolio is less defensible than its shopping center REIT peers, in particular with respect to location and market depth. The REIT faces operating risks due to the continued effects of ecommerce on bricks and mortar retail sales and growing competition amongst retailers. Moody's expect further tenant bankruptcies will pressure leasing and occupancy over the next 12-18 months. Operating performance could be pressured by increased rent concessions and more accommodating co-tenancy clauses provided to preserve occupancy. DDR's near-term growth strategy focuses on organic growth of its existing portfolio, however longer term growth is unclear. Nonetheless, the REIT remains committed to a conservative capital structure, which implies any future investment opportunities will likely be financed with some form of equity. The public equity market has remained an unattractive capital raise vehicle for DDR as its share price has traded below net asset value for some time. The effect of the spinoff transaction on DDR's stock price will likely be an important variable in determining future growth avenues. The Baa3 senior unsecured rating reflects a conservative capital structure, with net debt/EBITDA post spinoff in the high 5x range and fixed charge coverage (defined as EBITDA/(interest expense + capitalized interest+preferred dividends)) in the mid 2x range (excluding DDR's pro-rata share of unconsolidated joint ventures). In addition, DDR has solid liquidity that includes a $1 billion unsecured revolver and a large unencumbered pool of assets. Upcoming debt maturities have largely been refinanced over the past year. These factors will help mitigate potential operating volatility over the next two years. An upgrade is unlikely in the next 12-18 months. However, longer term, a positive rating action would require DDR to have a well-defined growth strategy and demonstrated ability to execute it. An upgrade would also be predicated on fixed charge coverage approaching 3.5x, net debt/EBITDA below 5.5x, secured debt % gross assets below 10% and debt + preferred equity as a % gross assets closer to 40%, all on a sustained basis inclusive of DDR's pro-rata share of unconsolidated JVs. A downgrade would result from net debt/EBITDA above 6.5x, debt + preferred equity as a % gross assets exceeding 50%, secured debt % gross assets closer to 20% or fixed charge coverage ratio below 2.5x, all on a sustained basis, inclusive of DDR's pro-rata share of JVs. DDR Corp (NYSE: DDR) is a retail REIT headquartered in Beachwood, Ohio. Post the spinoff of RVT, the REIT will own and manage 235 assets encompassing 55 million square feet (at 100% ownership). The principal methodology used in these ratings was Global Rating Methodology for REITs and Other Commercial Property Firms published in July 2010. DEALER TIRE: Moody's Hikes CFR to B1; Outlook Stable ---------------------------------------------------- Moody's Investors Service upgraded its ratings for Dealer Tire, LLC, including the company's Corporate Family Rating (to B1 from B2) and Probability of Default Rating (to B2-PD from B3-PD). Moody's also upgraded Dealer Tire's senior secured revolving credit facility and term loan ratings, each to B1 from B2. The ratings outlook is stable. "The upgrades reflect Moody's expectation that Dealer Tire will continue to benefit from the exclusive relationship it has with auto OEMs and dealerships and outperform the industry over the next 12-18 months," said Inna Bodeck, Moody's lead analyst for the company. Moody's noted in its research that Dealer Tire has been able to strengthen its position in the niche business segment it serves by developing improved analytic capabilities, which in turn have led to a better understanding of consumers' replacement tire purchasing behavior. This has subsequently increased their customers' reliance on Dealer Tire. "In addition to strengthening its business model, Moody's now believe Dealer Tire will employ measured financial policies, consistent with historical practice and notwithstanding a second debt-funded dividend, with the balance sheet remaining only moderately levered in the 4.0 times range on a Moody's-adjusted Debt/EBITDA basis going forward," added Bodeck. Moody's took the following actions for Dealer Tire's ratings: Ratings Upgraded: Corporate Family Rating, to B1 from B2 Probability of Default Rating, to B2-PD from B3-PD $100 million senior secured revolving credit facility, to B1 (LGD3) from B2 (LGD3) $688 million senior secured term loan facility ($638mm outstanding ($655 million original), $50 million add-on), to B1 (LGD3) from B2 (LGD3) Outlook, stable RATINGS RATIONALE Dealer Tire's B1 CFR broadly reflects the company's good competitive position within the dealer channel of the replacement tire market coupled with strong projected free cash flow (absent sponsor dividends), balanced by persistent pressure within the tire replacement industry, customer concentration and moderate leverage. Dealer Tire's top-three customers represent approximately 56% of revenues (YTD 9/30/2017), and its top-three tire suppliers account for 51% of purchases. In addition, Moody's noted the company's comparatively modest revenue base relative to competing suppliers that have greater scale and broader distribution channels in the replacement tire market. These exposures create vulnerability to customer or supplier losses, shifts in client purchasing strategies, and pricing pressure. Even so, Dealer Tire is a leader in the growing dealership channel of the replacement tire market. Balance sheet strain is expected to remain relatively modest, with total debt-to-EBITDA incorporating Moody's standard adjustments estimated in the low-4.0 times range and solid interest coverage (EBIT-to-interest expense) approximating 2.0 times, both augmented further by a good liquidity profile. The stable ratings outlook reflects Moody's expectation that Dealer Tire will maintain relative consistency and likely improve somewhat in its key credit metrics over the intermediate-term, supported by earnings growth, positive free cash flow, and a good liquidity profile. Higher ratings could be supported with more scale and via the application of free cash flow towards permanent debt reduction, while a good liquidity profile is maintained. The ratings could warrant consideration for prospective upgrade if the company's growth and profitability levels are expected to support a debt-to-EBITDA ratio approaching 3.5 times and retained cash flow-to-debt net of unrestricted cash above 15%. The ratings could be downgraded if Dealer Tire loses market share within the dealership channel of the replacement tire market and/or if profitability weakens. Lower ratings could arise if debt-to-EBITDA is maintained above 5.0 times and EBIT-to-interest is maintained below 2.0 times. A deterioration in liquidity and/or more aggressive financial policies could also pressure ratings. The principal methodology used in these ratings was Global Automotive Supplier Industry published in June 2016. Dealer Tire, LLC, headquartered in Cleveland, Ohio, is primarily engaged in the business of distributing replacement tires through alliance relationships with automobile OEMs and their dealership networks in the US and Canada. The company also provides warranty processing, billing services, logistics services, marketing programs and training for its customers. Revenue for the 12 months ended September 30, 2017 were approximately $1.5 billion. DICK CAMPBELL: Has Until Feb. 15 to Exclusively File Plan --------------------------------------------------------- The Hon. Jim D. Pappas of the U.S. Bankruptcy Court for the District of Idaho has extended, at the behest of Dick Campbell Company, Inc., the exclusive periods for the Debtor to file a plan until Feb. 15, 2018, and obtain acceptance of that filed plan until March 15, 2018. As reported by the Troubled Company Reporter on Oct. 12, 2017, the Debtor asked the Court to extend the exclusivity periods for the Debtor to file a plan until Feb. 15, 2018, and to obtain acceptance of that filed plan until April 16, 2018. About Dick Campbell Company Based in Boise, Idaho, Dick Campbell Company, Inc., manufactures transportation signaling devices. It sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Idaho Case No. 17-00756) on June 14, 2017. Phil Tate, its president, signed the petition. At the time of the filing, the Debtor disclosed $2.63 million in assets and $2.73 million in liabilities. Judge Jim D. Pappas presides over the case. Bruce A. Anderson, Esq., at Elsaesser Jarzabek Anderson Elliot & Macdonald, Chtd., serves as bankruptcy counsel. The Debtor hired Holland Law LLP as special counsel. DREAM MOUNTAIN RANCH: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Dream Mountain Ranch, LLC as of Dec. 13, according to a court docket. About Dream Mountain Ranch LLC Dream Mountain Ranch, LLC is a privately-held company that owns a deer and elk hunting game area in North Central West Virginia. It offers 15 hunting stands and still hunts scattered across a 1,000-plus acres property. It offers lodge featuring four bedrooms, three baths, a full-sized kitchen, wrap around porch, and a hot tub. The area also features several activities guest can enjoy including the Ohiopyle State Park, Falling Water, Blackwater Falls, and Coopers Rock. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. W.Va. Case No. 17-01051) on October 27, 2017. Dietrich Steve Fansler, its managing member, signed the petition. At the time of the filing, the Debtor disclosed $5.02 million in assets and $2.53 million in liabilities. Judge Patrick M. Flatley presides over the case. The Debtor hired Gianola, Barnum, Bechtel & Jecklin, L.C. as its legal counsel; Dietrich Fansler as its managing agent; and Tetrick & Bartlett, PLLC as its accountant. E.B WEAVER: Proposed Sale of Atlanta Property for $83K Approved --------------------------------------------------------------- Judge Edward J. Coleman, III, of the U.S. Bankruptcy Court for the Southern District of Georgia authorized E.B Weaver Family L.P's sale of the real property at 1747 Fort Valley Drive SW in Atlanta, Georgia, Tax ID# 14-0168-0006-007-8, for $83,000. All costs of sale, mortgage liens and other encumbrances to clear title will be fully satisfied at closing. The net sale proceeds, if any, will be paid to the Debtor at closing. Headquartered in Millen, Georgia, E.B Weaver Family L.P sought Chapter 11 protection (Bankr. N.D. Ga. Case No. 17-57980) on May 2, 2017. It filed filed pro se. The Debtor estimated assets and liabilities in the range of $50,001 to $100,000. The petition was signed by Reginal Marcus Sapp, Managing Partner. ELENA DELGADILLO: Trustee's Sale of Oakland Property for $425K OK'd ------------------------------------------------------------------- Judge Ronald H. Sargis of the U.S. Bankruptcy Court for the Eastern District of California authorized Irma Edmonds, Chapter 11 Trustee for Elena Delgadillo, to sell the real property commonly known as 4121 E 17th St., Oakland, California, to Ryan Vanderpol and Amy Theirfelder for $425,000. The sale proceeds will first be applied to closing costs, real estate commissions, prorated real property taxes and assessments, liens, other customary and contractual costs and expenses incurred in order to effectuate the sale. The Trustee is authorized to pay a real estate broker's commission in an amount not to exceed 6% of the actual purchase price upon consummation of the sale. The commission will be paid to the Trustee's broker, Coldwell Banker Residential Brokerage, Stephanie Davis, the agent, and the Buyer's broker as provided in the Purchase Agreement. The sale is free and clear of the lien of Sacramento Lopez, which lien will attach to all remaining proceeds from the sale of the Property, except for the first $91,000 of the net proceeds after payment of the above expenses, which $91,000 will be disbursed to the Trustee as monies free and clear of the lien securing the claim of Sacramento Lopez. The remaining proceeds after payment of the costs and expenses of sale, and disbursement of the $91,000 of unencumbered monies to the Trustee, will be disbursed directly from escrow to Sacramento Lopez in an amount not to exceed Mr. Lopez's secured claim in this case and will be applied to Mr. Lopez's secured claim in the bankruptcy case. The Trustee will provide her consent to the disbursement directly from escrow for the amount to be disbursed to Mr.Lopez, and in the event of a disagreement as to the total amount, she will provide her consent to the undisputed portion, with any disputes as to the amount of Mr. Lopez's secured claim to be subsequently determined by the Court. About Elena Delgadillo Elena Delgadillo filed a Chapter 11 petition (Bankr. E.D. Cal. Case No. 16-90500) on June 9, 2016, and was represented by David C. Johnston, Esq. Irma Edmonds was appointed as Chapter 11 Trustee for the Debtor's estate on Dec. 21, 2016, and continues to serves in that capacity. The Trustee filed on March 16, 2017, an application to hire Stephanie Davis of Coldwell Banker Residential Brokerage as real estate agent. The application was approved by order filed March 23, 2017. Stephanie Davis was appointed as Broker/Agent on Aug. 25, 2017. Attorneys for the Chapter 11 Trustee: HEFNER, STARK & MAROIS, LLP Howard S. Nevins, Esq. Aaron A. Avery 2150 River Plaza Drive, Suite 450 Sacramento, CA Tel: (916) 925-6620 Fax: (916) 925-1127 The Real Estate Agent can be reached at: Stephanie Davis Realtor Associate COLDWELL BANKER RESIDENTIAL BROKERAGE 6137 La Salle Ave, Oakland, CA 94611, USA Tel: (510) 207-5209 E-mail: stephanie.davis@cbnorcal.com ELITE INSULATION: Jan. 8 Hearing on Plan and Disclosures -------------------------------------------------------- Judge Stacey Jernigan of the U.S. Bankruptcy Court for the Northern District of Texas conditionally approved Elite Insulation & Air Duct Cleaning LLC's disclosure statement referring to its plan of reorganization dated Nov. 17, 2017. January 5, 2018 is fixed as the last day for filing and serving written acceptances or rejections of the Plan in the form of a ballot. Jan. 8, 2018 at 2:30 p .m. is fixed for the hearing on Confirmation of the Plan and Final Approval of the Disclosure Statement in the Courtroom of the Honorable Stacey G. Jernigan, 1100 Commerce Street, 14th Floor, Dallas, Texas. Jan. 5, 2018 is fixed as the last day for filing and serving written objections to confirmation of the Plan or the Disclosure Statement. About Elite Insulation & Air Duct Cleaning Elite Insulation & Air Duct Cleaning, LLC, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Tex. Case No. 17-32727) on July 14, 2017, listing under $1 million in both assets and liabilities. Elite Insulation & Air Duct Cleaning previously filed a Chapter 11 bankruptcy petition (Bankr. N.D.Tex. Case No. 14-35483) on November 12, 2014, also listing under $1 million in both assets and liabilities. Eric Liepins, Esq., at Eric Liepins, PC serves as the Debtor's bankruptcy counsel in both the 2017 and 2014 cases. ENDLESS SALES: Unsecureds to be Paid in Full Over 5 Years --------------------------------------------------------- Endless Sales, Inc., filed with the U.S. Bankruptcy Court for the District of Colorado a Disclosure Statement to accompany its Chapter 11 Plan of Reorganization dated December 6, 2017. Under the Plan, claims by BBVA Compass Bank, NA, will be allowed in the full amount due on the effective date, including fees and interest, and will bear interest at a rate of 6% per annum. The claims will be amortized and paid in equal monthly installments over five (5) years from the effective date of the Plan. Monthly payments shall be approximately $11,643.72. Unsecured creditors will receive pro-rata distributions equal to 1.5% of the Debtor's Gross Revenue generated over five years commencing on the Effective Date less the amount necessary to pay Unclassified Priority Claims. Payments will be made every three (3) months, commencing 3 months from the Effective Date (distributions will be on a pro-rata basis) until these claims are paid in full with 2% interest per annum. The claim by BMO Harris Bank shall retain its lien and shall be allowed in the amount of $72,000 or, if BMO objects, such other amount as agreed to by the Debtor and BMO. The claim will bear interest at a rate of 8% per annum, and shall be amortized and paid in equal monthly installments over five (5) years following the effective date of the Plan. Monthly payments shall be approximately $1,459.90. The claim by U.S. Bank, N.A. d/b/a U.S. Bank Equipment Finance shall retain its lien and shall be allowed in the amount of $25,000 or, if U.S. Bank objects, such other amount as agreed to by the Debtor and BMO. The claim will bear interest at a rate of 6% per annum, and shall be amortized and paid in equal monthly installments over three (3) years following the effective date of the Plan. Monthly payments shall be approximately $760.55. Brian Firkins shall retain his interest in Endless Sales. The feasibility of the Debtor's Plan is supported by its post-petition operations. Since the Petition Date, the Debtor has consistently generated a net profit and has continued to expand its operations while maintaining payments to Compass and BMO. A full-text copy of Endless Sales' Disclosure Statement is available at: http://bankrupt.com/misc/cob17-11037-184.pdf About Endless Sales Based in Denver, Colorado, Endless Sales, Inc., is engaged in buying, refurbishing and reselling used forklifts, and designs and manufactures its own line of forklifts. Endless Sales, which conducts business under the name of Discount Forklift, Discount Forklift Brokers and Octane Forklifts, filed a Chapter 11 petition (Bankr. D. Colo. Case No. 17-11037) on Feb. 13, 2017. The petition was signed by Brian Firkins, president. The Debtor disclosed total assets of $2.56 million and total liabilities in the amount of $1.78 million. The case is assigned to Judge Elizabeth E. Brown. The Debtor is represented by Jeffrey S. Brinen, Esq., and Keri L. Riley, Esq., at Kutner Brinen, P.C. No official committee of unsecured creditors has been appointed in the case. ESBY CORP: Jan. 17 Disclosure Statement Hearing ----------------------------------------------- According to a notice, the U.S. Bankruptcy Court for the Middle District of North Carolina will convene a hearing on Jan. 17, 2018, at 2:00 p.m. to consider and to rule on the adequacy of the information contained in the proposed Disclosure Statement of Esby Corporation. Objections to the adequacy of the information contained in said Disclosure Statement must be submitted in writing on or before Dec. 29, 2017. About Esby Corporation Esby Corporation sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Case No. 17-50228) on March 2, 2017. At the time of the filing, the Debtor estimated assets and liabilities of less than $1 million. Brian P. Hayes, Esq., at the law firm Ferguson, Hayes, Hawkins & DeMay, PLLC, serves as the Debtor's bankruptcy counsel. EXCO RESOURCES: Falls Short of NYSE's $1 Bid Price Requirement -------------------------------------------------------------- EXCO Resources, Inc., said that on Dec. 11, 2017, the Company was notified by the New York Stock Exchange of its noncompliance with continued listing standards because the average closing price of its common shares over a period of 30 consecutive trading days had fallen below $1.00 per share, which is the minimum average closing price per share required to maintain listing on the NYSE. Under the NYSE rules, during the six-month period from the date of the NYSE notice, EXCO can regain compliance if the price per share of EXCO's common shares on the last trading day of any calendar month within such period and the 30 trading day average price per common share for that month is at least $1.00. The notice is not related to the previously disclosed notice of noncompliance that the Company received from the NYSE in August 2017 related to the Company's average global market capitalization falling below $50 million over a trailing consecutive 30 trading-day period while its shareholders' equity was less than $50 million. On Sept. 22, 2017, EXCO submitted to the NYSE its business plan setting forth how EXCO intends to regain compliance with the NYSE's market capitalization requirements, and, on Nov. 2, 2017, the NYSE accepted EXCO's business plan. As a result, if EXCO fails to comply, or regain compliance with, the NYSE's market capitalization requirements by Feb. 10, 2019, it will result in a delisting of EXCO's common shares from the NYSE. In addition, if EXCO's average market capitalization falls below $15 million for a 30 trading-day period or EXCO's share price falls to an abnormally low level, the NYSE may immediately suspend trading and commence delisting of EXCO's common shares. The notice has no immediate impact on the listing of the common shares, which will continue to be listed and traded on the NYSE, subject to the Company's compliance with the other listing requirements of the NYSE. The common shares will continue to trade under the symbol "XCO.BC" to indicate the status of the common shares as "below compliance." The NYSE notification does not affect EXCO's business operations or its Securities and Exchange Commission reporting requirements and does not conflict with or cause an event of default under any of the Company's material debt agreements. If EXCO is unable to regain compliance with the NYSE's continued listing requirements, the NYSE will initiate procedures to suspend and delist EXCO's common shares. In the event that the NYSE takes action to suspend or delist EXCO's common shares from trading on the NYSE, EXCO will promptly provide public notice of such action. About EXCO EXCO Resources, Inc. -- http://www.excoresources.com/-- is an oil and natural gas exploration, exploitation, acquisition, development and production company headquartered in Dallas, Texas with principal operations in Texas, Louisiana and Appalachia. EXCO Resources reported a net loss of $225.3 million on $271 million of total revenues for the year ended Dec. 31, 2016, compared to a net loss of $1.19 billion on $355.70 million of total revenues for the year ended Dec. 31, 2015. As of Sept. 30, 2017, EXCO Resources had $830.17 million in total assets, $1.59 billion in total liabilities and a total shareholders' deficit of $760.36 million. KPMG LLP, in Dallas, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that probable failure to comply with a financial covenant in its credit facility as well as significant liquidity needs, raise substantial doubt about the Company's ability to continue as a going concern. * * * In December 2016, Moody's Investors Service downgraded EXCO Resources' corporate family rating to 'Ca' from 'Caa2'. "EXCO's downgrade reflects its eroded liquidity position which is insufficient to fully fund development expenditures at the level required to stem ongoing production declines," commented Andrew Brooks, Moody's vice president. "Absent an injection of additional liquidity, the source of which is not readily identifiable, EXCO could face going concern risk as it confronts an unsustainable capital structure." In March 2017, S&P Global Ratings raised its corporate credit rating on EXCO Resources to 'CCC-' from 'SD' (selective default). The rating outlook is negative. "The upgrade reflects our reassessment of our corporate credit rating on EXCO after the company exchanged most of its outstanding 12.5% second-lien secured term loans for $683 million new 1.75-lien secured payment-in-kind (PIK) term loans," said S&P Global Ratings' credit analyst Alexander Vargas. EZRA HOLDINGS: Taps Foxwood as Special Counsel ---------------------------------------------- Ezra Holdings Limited seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Foxwood LLC as special counsel. The firm will provide legal services in connection with a potential financing and capital markets transaction currently being negotiated by the company and its affiliates, and which they anticipate consummating in connection with a Chapter 11 plan. These services include the preparation and drafting of shareholder circulars; communicating with the Singapore stock exchange; and drafting documents. The Debtors propose to pay Foxwood up to S$400,000, based on the achievement of certain milestones in connection with the transaction. Specifically, the Debtors will compensate the firm according to this fee arrangement: Compensation Milestone Amount --------- ------------ Review/negotiate draft term sheet S$40,000 with investor Upon signing of term sheet with investor S$80,000 Upon completion of shareholders' meeting S$120,000 to be held in Singapore in relation to a Chapter 11 plan Upon signing of definitive agreements in S$80,000 relation to a "reverse take-over" or "very substantial acquisition" Upon completion of the proposed "reverse S$80,000 take-over" or "very substantial acquisition" Goh Keng Haw, Esq., managing director of Foxwood, 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: Goh Keng Haw Foxwood LLC 302 Jalan Besar B1-01 Singapore 208963 About Ezra Holdings Founded in 1992, Ezra Holdings Limited --http://www.ezraholdings.com/-- is an offshore contractor and provider of integrated offshore solutions to the global oil and gas industry. Ezra is incorporated in Singapore with its registered office at 15 Hoe Chiang Road #28-01 Tower Fifteen Singapore. Its shares were listed on the SGX Sesdaq on Aug. 8, 2003, and moved to the Mainboard of the Singapore Exchange since Dec. 8, 2005. It also issued certain notes (S$150,000,000 4.875% Notes due 2018 comprised in Series 003) which have been listed on the Singapore Exchange since 2013. Ezra established and maintains an office in the United States located at 75 South Broadway, Fourth Floor, Office Number 489, White Plains, New York 10601. Ezra also has a wholly owned New York subsidiary, Ezra Holdings (NY) Inc., which was incorporated in the United States of America with 200 shares at a nominal issue price per share. EMITS, a wholly owned subsidiary of Ezra, provides supporting information technology services to each of the Ezra Group's business divisions. Ezra Marine, another wholly owned subsidiary of Ezra, has a leasehold interest in the marine base in Singapore located at 51 Shipyard Road, Singapore 628139 and leases out the base's facilities and provides various support services in connection with the marine base to the Ezra Group's operating entities. Ezra Holdings and two affiliates -- Ezra Marine Services Pte. Ltd. and EMAS IT Solutions Pte Ltd -- filed voluntary Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 17-22405) on March 18, 2017, before the Honorable Robert D. Drain. Lawyers at Saul Ewing, led by Sharon L. Levine, Esq., serve as the Debtors' Chapter 11 counsel. The Debtors tapped as general Singapore counsel Drew & Napier LLC; and claims and noticing agent, Prime Clerk LLC. Ezra Holdings estimated $500 million to $1 billion in assets and $100 million to $500 million in liabilities. The petitions were signed by Tan Cher Liang, director. The Ezra Group's joint venture, EMAS CHIYODA Subsea Limited, and certain of its affiliate companies filed voluntary Chapter 11 petitions (Bankr. S.D. Tex. Lead Case No. 17-31146) on Feb. 27, 2017. ECS' wholly-owned subsidiary, EMAS-AMC AS, has also been placed under members' voluntary liquidation in Norway. Ezra guaranteed substantial charter hire liabilities of the ECS Group, as well as certain loans owed by the ECS Group to financial institutions, Ezra faces potentially significant contingent liability if the creditors call on the guarantees. Ezra received statutory demands from Svenska Handelsbanken AB (Publ), Singapore Branch and Forland Subsea AS on Jan. 24, 2017, and Feb. 6, 2017, respectively. These statutory demands have since expired under Singapore law and these two creditors may commence winding up applications against Ezra. Ezra also received a statutory demand from VT Halter Marine, Inc. on March 9, 2017. FIRST CAPITAL: Gets Interim Approval to Use Cash Collateral ----------------------------------------------------------- The Hon. Michael S. McManus of the U.S. Bankruptcy Court for the Eastern District of California, on Dec. 7, 2017, has entered an order conditionally approving First Capital Retail, LLC's use of cash collateral of Byline Bank on an interim basis. On Oct. 6, 2017, First Capital filed its emergency motion for an order authorizing the use of cash collateral which was conditionally granted for the interim period covering Sept. 14, 2017 through Oct. 31, 2017. The matter was continued to Oct. 30, 2017. Byline Bank is granted with replacement liens on all the Debtor's postpetition collateral, nunc pro tunc, to the Petition Date. The Debtor will pay Byline Bank actual interest payments -- at the non-default contract rate provided in Byline Bank's loan documents -- on a monthly basis, retroactive to the Petition Date. A full-text copy of the Order, dated Dec. 7, 2017, is available at: http://bankrupt.com/misc/caeb17-26125-188.pdf About First Capital Retail Based in Rancho Cordova, California, First Capital Retail, LLC is into management of companies and enterprises. First Capital Retail sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Cal. Case No. 17-26125) on Sept. 14, 2017. Rameshwar Prasad, managing member, signed the petition. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of $10 million to $50 million. Judge Michael S. McManus presides over the case. The Debtor is represented by Gabriel E. Liberman, Esq. at the Law Offices of Gabriel Liberman, APC. No request has been made for the appointment of a trustee or examiner, and no official committee has been appointed. FLORIDA COSMETOGYNECOLOGY: Seeks Access to Bizfi Cash Collateral ---------------------------------------------------------------- Florida Cosmetogynecology PLLC seeks authorization from the U.S. Bankruptcy Court for the Southern District of Florida to use the cash collateral of Merchant Cash and Capital, LLC, d/b/a Bizfi Funding. On July 26, 2016, the Debtor entered into a Merchant Agreement (Revenue Program) with Merchant Cash and Capital, LLC, d/b/a Bizfi Funding, which provides that the Debtor authorizes Bizfi Funding to initiate electronic checks or Automated Clearinghouse (ACH) payments equal to the Purchased Percentage of all deposits made into the Bank Account until Bizfi Funding has received an amount equal to the Purchased Amount. The Agreement is secured by the proceeds of each future sale by the Debtor. The Debtor's total outstanding balance on the Agreement is $23,282. The Debtor asserts that the security agreement between the Debtor and Bizfi Funding is an agreement that extends to property that the Debtor has and will acquire after the commencement of the case. As such, the Debtor claims that Bizfi Funding's collateral is not depreciating in value as Bizfi Funding has a security interest in the Debtor's future sale proceeds. Accordingly, the Debtor asserts that Bizfi Funding's security interest does not require adequate protection payments to protect against a decrease in the value of the collateral. A full-text copy of the Debtor's Motion is available at: http://bankrupt.com/misc/flsb17-23003-28.pdf About Florida Cosmetogynecology Florida Cosmetogynecology, PLLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 17-23003) on Oct. 27, 2017. Joel Borgella, managing member, signed the petition. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. Judge Paul G. Hyman, Jr., is handling the case. Chad T. Van Horn, Esq., at Van Horn Law Group, Inc., represents the Debtor. FNC CORPORATION: Wants Approval to Use Cash Collateral ------------------------------------------------------ FNC Corporation seeks authorization from the U.S. Bankruptcy Court for the Central District of Illinois for the interim use of certain cash and cash equivalents that serve as collateral for claims asserted against FNC and its property by Associated Bank. Associated Bank holds a valid mortgage and on the cash assets of the Debtor. As of the Petition Date, the Debtor had $2,182 cash on deposit at PNC Bank. The Debtor seeks to utilize the cash collateral, for a period of 60 days through and including Feb. 28, 2018, under these conditions: (a) The Debtor will make adequate protection payments in the amount of $6,000 on or before Dec. 15, 2017, Jan. 15, 2018 and Feb. 15, 2018; (b) Monthly and year to date financials (Balance Sheet, Detail A/R and A/P aging reports, if any are submitted to Associated Bank by the 21st of each month; (c) The Debtor in Possession account statements provided by the 15th of each Month to the Associated Bank; and (d) Associated Bank will be accorded a replacement lien on the Debtor's cash in the amount of $2,182. The initial cash collateral Budget provides total expenses of approximately $206,175 covering the period December 2017 to February 2018. Due to non-payment of sales tax to the State of Illinois, FNC Corporation lost its authority to sell lottery tickets. Since the dismissal of its prior Chapter 11 (Bankr. C.D. Ill. Case No. 15-80552) filed on April 6, 2017, the Debtor has worked diligently to reduce operation costs and obtain a license to sell and consume liquor on premises which will enable the Debtor to increase revenue by installing video gaming equipment. The Debtor claims that the instant case was filed to retain the business operation license, seek reinstatement of the lottery sales and install video gaming all to increase revenue sufficiently to put a Plan of Reorganization in place to pay creditors. The Debtor asserts that the income reflected on the proposed cash collateral budget does not include lottery income which the Debtor anticipates being restored during the period of the interim order if granted. The Debtor anticipates video gaming income and restaurant sales income which will be in place within the period of the interim order if granted. A full-text copy of the Debtor's Motion is available at: http://bankrupt.com/misc/ilcb17-81568-32.pdf About FNC Corporation FNC Corporation owns the Mapleton Mini Mart convenience store located at 8626 W. Wheeler Drive, Mapleton Illinois. The company's gross revenue amounted to $2.16 million in 2016 and $4.81 million in 2015. FNC previously sought bankruptcy protection (Bankr. C.D. Ill. Case No. 15-80389) on March 12, 2015. FNC filed a Chapter 11 petition (Bankr. C.D. Ill. Case No. 17-81568) on Oct. 30, 2017. Mahmood Choudhari, president, signed the petition. The Debtor disclosed $1.40 million in assets and $1.38 million in liabilities. Judge Thomas L. Perkins presides over the case. Carleen Cignetto, Esq. at Carleen Cignetto Attorney at Law, is the Debtor's counsel. FOCUS LEARNING: Hires Eric A. Liepins as Bankruptcy Counsel ----------------------------------------------------------- Focus Learning Academy, Inc. seeks authority from the United States Bankruptcy Court Northern District of Texas (Dallas) to employ Eric A. Liepins and the law firm of Eric A. Liepins, P.C. as counsel to represent the Debtor in the Chapter 11 proceedings. The Counsel's hourly rate are: Eric A. Liepins $275.00 Paralegals and Legal Assistants $30.00 - $50.00 Eric A. Liepins attests that the Firm does not presently or hold or represent any interest adverse to the interest of the Debtor or this Estate and is disinterested within the meaning of 11 U.S.C. Sec. 101(14). The Counsel can be reached through: Eric A. Liepins, Esq. ERIC A. LIEPINS, P.C. 12770 Coit Road, Suite 1100 Dallas, TX 75251 Phone: (972) 991-5591 Fax: (972) 991-5788 About Focus Learning Academy Based in Dallas, Texas, Focus Learning Academy is a charter school. The Debtor filed a Chapter 11 petition (Bankr. N.D. Tex. Case No.: 17-34564) on December 4, 2017. The petition was signed by Leroy McClure, Jr., its president. Judge Stacey G. Jernigan presides over the case. The Debtor is represented by Eric A. Liepins, Esq. at Eric A. Liepins, P.C. as counsel. At the time of filing, the Debtor estimated $10 million to $50 million in assets and $1 million to $10 million in liabilities. FOSTER ENTERPRISES: Seeks Permission to Use Cash Until Jan. 27 -------------------------------------------------------------- Foster Enterprises and its affiliates seek authorization from the U.S. Bankruptcy Court for the Central District of California to use cash collateral through Jan. 27, 2018. Prior to the commencement of the Partnership Case, the IRS recorded Notices of Federal Tax Lien, covering assessments made by the IRS against Foster Enterprises' for tax liabilities, including employment and unemployment taxes. On Aug. 10, 2017, the IRS filed a proof of claim in the Individuals Case in the total amount of $5,247.62, comprised solely of a priority unsecured claim. The Debtors request the approval of a Stipulation with the United States of America, on behalf of its agency, the Internal Revenue Service, which contains the following provisions: (1) The Debtors are authorized to use the IRS' Cash Collateral for ordinary and necessary expenses through January 27, 2018, in accordance with the Budgets; (2) The Debtors' use of the IRS' Cash Collateral may be renewed upon subsequent stipulation with the United States; (3) On or before October 27, 2017 (or as soon as practicable after the granting of the Motion), the Debtors will make a one-time adequate protection payment of $18,000, which represents retroactive adequate protection from the petition date (July 10, 2017) through and including October 31, 2017; (4) The Debtors will thereafter make monthly adequate protection payments to the United States of $4,500 (total) from Nov. 15, 2017, to Jan. 15, 2018; and (5) As further adequate protection, the IRS will receive a replacement lien against the Debtors' assets, retroactive to the Petition Date, to the same extent validity, scope and priority as the prepetition liens held by the IRS. The Debtors will continue to make such monthly adequate protection payments to the United States until: (1) the effective date under a plan confirmed by the Court in these Cases, (2) the dismissal of the Cases; (3) the conversion of the Cases to chapter 7, (4) the appointment of a chapter 11 trustee(s) in these Cases; or (5) the expiration of the period authorizing the Debtors' use of cash collateral under the Stipulation. The Debtors have elected to allocate the adequate protection payments to the United States under the Stipulation equally between the estates. The Consensual Lienholders, who purport to have a security interest or lien in Cash Collateral, are (a) Allstar Financial Services, Inc., (b) Beverly Gross, and (c) New Lakeview Farms, LLC. The Debtors also propose to provide the Consensual Lienholders with replacement liens to the same extent, validity, scope, and priority as the Consensual Lienholders' respective prepetition liens, to the extent of any diminution in value of the Consensual Lienholders' respective interests in Cash Collateral, and to the extent of the Debtors' use of Cash Collateral, in the Debtors' assets and all proceeds, rents, or profits thereof, including any after-acquired property of any nature whatsoever. A full-text copy of the Debtors' Motion is available at: http://bankrupt.com/misc/cacb17-15749-181.pdf About Foster Enterprises Foster Enterprises is a trucking company in Ontario, California. The principal business address of the Debtor is 13610 S. Archibald Avenue, Ontario, San Bernardino County, California. Foster Enterprises sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 17-15749) on July 10, 2017, estimating assets and liabilities at $1 million to $10 million. Jeffery Foster, general partner, signed the petition. The case is jointly administered with the Chapter 11 case of Howard Dean and Anna Mae Foster (Bankr. C.D. Cal. Case No. 17-15915) filed on July 10, 2017. Ms. Foster is a general partner in Debtor. The cases are assigned to Judge Scott C. Clarkson. The Fosters are represented by Dean G. Rallis, Jr., Esq., at Angin, Flewelling, Rasmussen, Campbell & Trytten LLP. GANDER MOUNTAIN: Unsecured Creditors' Recovery Unknown Under Plan ----------------------------------------------------------------- Gander Mountain Company and Overton's, Inc., and the Official Committee of Unsecured Creditors submitted with the U.S. Bankruptcy Court for the District of Minnesota a disclosure statement in connection with their proposed Joint Chapter 11 Plan of Liquidation, dated October 31, 2017. On and after the effective date, all assets and liabilities of the Debtors shall be treated as though they were pooled, and each claim filed or to be filed against either Debtor, as to which both Debtors are co-liable as a legal or contractual matter, shall be deemed filed as a single claim against, and a single obligation of, the Debtors. Summarized below are the classifications and proposed treatment of the claims and interests: Class Description Status Proposed Treatment ----- ----------------- ---------- -------------------------- 1 Secured Claims Unimpaired Paid in full 2 Convenience Class Impaired Lesser of $5 or value of Claims Allowed Convenience Class Claim 3 General Unsecured Impaired Pro rata share of Claims Liquidating Trust Cash 4 Equity Interests Impaired No distribution A full-text copy of Gander Mountain's amended disclosure statement is available at: http://bankrupt.com/misc/mnb17-30673-1427.pdf Gander Mountain is represented by: Clinton E. Cutler, Esq. Cynthia A. Moyer, Esq. Ryan T. Murphy, Esq. James C. Brand, Esq. Sarah M. Olson, Esq. Steven R. Kinsella, Esq. FREDRIKSON & BYRON, P.A. 200 South Sixth Street Suite 4000 Minneapolis, MN 55402-1425 Tel: (612)492-7000 Email: ccutler@fredlaw.com cmoyer@fredlaw.com rmurphy@fredlaw.com jbrand@fredlaw.com solson@fredlaw.com skinsella@fredlaw.com About Gander Mountain Gander Mountain Company operates outdoor specialty stores dedicated for shooting sports, hunting, fishing, camping, marine, apparel, footwear, and outdoor lifestyle products. Its subsidiary Overton's, Inc., is a catalog and internet retailer of products for the recreational boater and other water sports enthusiasts at http://www.Overtons.com/ Gander Mountain and Overton's Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Minn. Case Nos. 17-30673 and 17-30675) on March 10, 2017. The cases are jointly administered under Case No. 17-30673. The petitions were signed by Timothy Becker, Executive VP of Lighthouse Management Group, Inc., as CRO. The cases are assigned to Judge Michael E. Ridgway. At the time of the filing, the Debtor estimated its assets and debt at $500 million to $1 billion. The Debtors' advisors in the restructuring are Fredrikson & Byron, PA, which serves as legal counsel; Lighthouse Management Group, chief restructuring officer; Hilco Real Estate LLC, real estate advisor; and Faegre Baker Daniels LLP, special corporate counsel. Donlin, Recano & Company Inc. is the Debtors' claims, noticing and balloting agent. Houlihan Lokey Capital Inc. serves as the Debtors' investment banker. On March 13, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee members are: (1) Ellett Brothers; (2) Carhartt, Inc.; (3) Smith & Wesson Corp; (4) Pure Fishing, Inc.; (5) Benelli USA; (6) Vista Outdoor Sales, LLC; (7) National Retail Properties, Inc.; (8) Liberty Safe and Security Products, Inc.; and (9) DDR Corp. The Committee retained Jeffrey Cohen, Esq., at Lowenstein Sandler LLP, as its counsel and Connie Lahn, Esq., Christopher Knapp, Esq. and Roger Maldonado, Esq. at Barnes & Thornburg LLP as co-counsel. GETCHELL AGENCY: Trustee Taps Sweetser as Management Consultant --------------------------------------------------------------- Nathaniel Hull, the Chapter 11 trustee for The Getchell Agency, received approval from the U.S. Bankruptcy Court for the District of Maine to hire Sweetser as management consultant and James Martin as interim manager. Mr. Martin, Sweetser Vice-President of Programs, and his firm will, among other things, oversee the operations and maintenance of the Debtor's facilities; supervise its staff; supervise the bidding process for the procurement of goods and services; perform financial evaluation; assist in selling the Debtor's business; and provide general administration and management consulting services. Sweetser will be paid $10,465 per week and a retainer in the sum of $95,000. Mr. Martin disclosed in a court filing that he and other consultants of the firm are "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: James Martin Sweetser 50 Moody St. Saco, ME 04072-1536 About The Getchell Agency Headquartered in Bangor, Maine, The Getchell Agency is a Residential Section 21 Funded Care Agency, licensed by the State of Maine to house and provide support services for approximately 65 adults living with physical, emotional and cognitive disabilities in residential care facilities of mobile or modular homes located in Bangor, Maine. Getchell Agency filed for Chapter 11 bankruptcy protection (Bankr. D. Maine Case No. 16-10172) on March 25, 2016, estimating under $50,000 in assets and between $1 million and $10 million in liabilities. The petition was signed by Rena J. Getchell, its president. The Debtor hired Strout & Payson as bankruptcy counsel; Curtis Thaxter, LLC and Rudman Winchell as special counsel; and Purdy Powers & Co. as financial consultant. On November 29, 2017, Nathaniel R. Hull was appointed the Debtor's Chapter 11 trustee. The trustee hired Verrill Dana LLP as his legal counsel. GLOBAL A&T: Case Summary & 30 Largest Unsecured Creditors --------------------------------------------------------- Lead Debtor: Global A&T Electronics Ltd. 11 Martine Avenue, 12th Floor White Plains, NY 10606 Type of Business: UTAC Holdings Ltd and its subsidiaries are independent providers of assembly and test services for a broad range of semiconductor chips with diversified end uses, including in- communications devices (such as smartphones, Bluetooth and WiFi), consumer devices, computing devices, automotive devices, security devices, and devices for industrial and medical applications. The company offers its customers a full range of semiconductor assembly and test services in these key product categories: analog, mixed-signal and logic, and memory. UTAC's customers are primarily fabless companies, integrated device manufacturers and wafer foundries. UTAC is headquartered in Singapore, with production facilities located in Singapore, Thailand, Taiwan, China, Indonesia and Malaysia. The company's global sales network is broadly focused on five regions: the United States, Europe, China and Taiwan, Japan, and the rest of Asia. The Debtors have 10,402 full-time employees. https://www.utacgroup.com/ Chapter 11 Petition Date: December 17, 2017 Affiliates that simultaneously filed Chapter 11 petitions: Debtor Case No. ------ -------- Global A&T Electronics Ltd. 17-23931 Global A&T Finco Ltd. 17-23932 UGS America Sales Inc. 17-23933 United Test and Assembly Center Ltd. 17-23934 UTAC (Shanghai) Co., Ltd. 17-23935 UTAC (Taiwan) Corporation 17-23936 UTAC Cayman Ltd. 17-23937 UTAC Dongguan Ltd. 17-23938 UTAC Group Global Sales Ltd. 17-23939 UTAC Headquarters Pte. Ltd. 17-23940 UTAC Hong Kong Limited 17-23941 UTAC Thai Holdings Limited 17-23942 UTAC Thai Limited 17-23943 Court: United States Bankruptcy Court Southern District of New York (White Plains) Judge: Hon. Robert D. Drain Debtors' Counsel: Marc Kieselstein, P.C. KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, New York 10022 Tel: (212) 446-4800 Fax: (212) 446-4900 E-mail: marc.kieselstein@kirkland.com - and - Patrick J. Nash, Jr., P.C. Gregory F. Pesce, Esq. KIRKLAND & ELLIS LLP 300 North LaSalle Street Chicago, Illinois 60654 Tel: (312) 862-2000 Fax: (312) 862-2200 E-mail: patrick.nash@kirkland.com gregory.pesce@kirkland.com Debtors' Financial Advisor: MOELIS & COMPANY ASIA LIMITED AND MOELIS & COMPANY LLC Debtors' Restructuring Advisors: ALVAREZ & MARSAL NORTH AMERICA, LLC AND ALVAREZ & MARSAL (SE ASIA) PTE. LTD. Debtors' Notice, Claims & Balloting Agent: PRIME CLERK LLC https://cases.primeclerk.com/gate/Home-Index Estimated Assets: $500 million to $1 billion Estimated Debt: $1 billion to $10 billion Michael E. Foreman, general counsel and authorized officer, signed the petitions. A full-text copy of Global A&T Electronics' petition is available for free at http://bankrupt.com/misc/nysb17-23931.pdf Debtors' List of 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Affiliates of Brigade Capital Litigation Unliquidated Management L.P. Claim c/o Lowenstein Sandler LLP One Lowenstein Drive Roseland, NJ 07068 Thomas Redburn Tel: 973-597-2456 Email: tredburn@lowenstein.com Tasman Fund LP Litigation Unliquidated c/o Lowenstein Sandler LLP Claim One Lowenstein Drive Roseland, NJ 07068 Thomas Redburn Tel: 973-597-2456 Email: tredburn@lowenstein.com AB SICAV II - Multi Strategy Litigation Unliquidated Alpha Portfolio Claim c/o Lowenstein Sandler LLP One Lowenstein Drive Roseland, NJ 07068 Thomas Redburn Tel: 973-597-2456 Email: tredburn@lowenstein.com Delta Master Trust Litigation Unliquidated c/o Lowenstein Sandler LLP Claim One Lowenstein Drive Roseland, NJ 07068 Thomas Redburn Tel: 973-597-2456 Email: tredburn@lowenstein.com SC Credit Opportunities Litigation Unliquidated Mandate, LLC Claim c/o Lowenstein Sandler LLP One Lowenstein Drive Roseland, NJ 07068 Thomas Redburn Tel: 973-597-2456 Email: tredburn@lowenstein.com Texas Absolute Credit Litigation Unliquidated Opportunities Strategy LP Claim c/o Lowenstein Sandler LLP One Lowenstein Drive Roseland, NJ 07068 Thomas Redburn Tel: 973-597-2456 Email: tredburn@lowenstein.com U.S. High Yield Bond Fund Litigation Unliquidated c/o Lowenstein Sandler LLP Claim One Lowenstein Drive Roseland, NJ 07068 Thomas Redburn Tel: 973-597-2456 Email: tredburn@lowenstein.com Affiliates of SEI Litigation Unliquidated Institutional Group Claim c/o Lowenstein Sandler LLP One Lowenstein Drive Roseland, NJ 07068 Thomas Redburn Tel: 973-597-2456 Email: tredburn@lowenstein.com The Coca-Cola Company Litigation Unliquidated Master Retirement Trust Claim c/o Lowenstein Sandler LLP One Lowenstein Drive Roseland, NJ 07068 Thomas Redburn Tel: 973-597-2456 Email: tredburn@lowenstein.com AllianceBernstein Cap Fund, Litigation Unliquidated Inc. - Alliance Bernstein Multi- Claim Manager Alternative Strategies Fund c/o Lowenstein Sandler LLP One Lowenstein Drive Roseland, NJ 07068 Thomas Redburn Tel: 973-597-2456 Email: tredburn@lowenstein.com FS Investment Corporation Litigation Unliquidated c/o Lowenstein Sandler LLP Claim One Lowenstein Drive Roseland, NJ 07068 Thomas Redburn Tel: 973-597-2456 Email: tredburn@lowenstein.com Cobbs Creek LLC Litigation Unliquidated c/o Lowenstein Sandler LLP Claim One Lowenstein Drive Roseland, NJ 07068 Thomas Redburn Tel: 973-597-2456 Email: tredburn@lowenstein.com Burholme Funding LLC Litigation Unliquidated c/o Lowenstein Sandler LLP Claim One Lowenstein Drive Roseland, NJ 07068 Thomas Redburn Tel: 973-597-2456 Email: tredburn@lowenstein.com Green Creek LLC Litigation Unliquidated c/o Lowenstein Sandler LLP Claim One Lowenstein Drive Roseland, NJ 07068 Thomas Redburn Tel: 973-597-2456 Email: tredburn@lowenstein.com Blackstone / GSO Strategic Litigation Unliquidated Credit Fund Claim Blackstone / GSO Long-Short Credit Income Fund c/o Lowenstein Sandler LLP One Lowenstein Drive Roseland, NJ 07068 Thomas Redburn Tel: 973-597-2456 Email: tredburn@lowenstein.com IP All Seasons Asian Credit Fund Litigation Unliquidated c/o Lowenstein Sandler LLP Claim One Lowenstein Drive Roseland, NJ 07068 Thomas Redburn Tel: 973-597-2456 Email: tredburn@lowenstein.com Southpaw Credit Opportunity Litigation Unliquidated Master Fund LP Claim c/o Lowenstein Sandler LLP One Lowenstein Drive Roseland, NJ 07068 Thomas Redburn Tel: 973-597-2456 Email: tredburn@lowenstein.com Affiliates of Marble Ridge Litigation Unliquidated Capital L.P. Claim c/o Brown Rudnick LLP Seven Times Square New York, NY 10036 Sigmund S. Wissner-Gross Tel: 212-209-4930 Email: swissner-gross@brownrudnick.com Affiliates of KLS Diversified Litigation Unliquidated Asset Management L.P. Claim c/o Brown Rudnick LLP Seven Times Square New York, NY 10036 Sigmund S. Wissner-Gross Tel: 212-209-4930 Email: swissner-gross@brownrudnick.com Affiliates of Taconic Capital Litigation Unliquidated Advisors L.P. Claim c/o Brown Rudnick LLP Seven Times Square New York, NY 10036 Sigmund S. Wissner-Gross Tel: 212-209-4930 Email: swissner-gross@brownrudnick.com Alden Global Opportunities Litigation Unliquidated Master Fund, L.P. Claim c/o Brown Rudnick LLP Seven Times Square New York, NY 10036 Sigmund S. Wissner-Gross Tel: 212-209-4930 Email: swissner-gross@brownrudnick.com Millstreet Credit Fund L.P. Litigation Unliquidated c/o Brown Rudnick LLP Claim Seven Times Square New York, NY 10036 Sigmund S. Wissner-Gross Tel: 212-209-4930 Email: swissner-gross@brownrudnick.com Ronin Trading Europe LLP Litigation Unliquidated c/o Brown Rudnick LLP Claim Seven Times Square New York, NY 10036 Sigmund S. Wissner-Gross Tel: 212-209-4930 Email: swissner-gross@brownrudnick.com Mercer QIF Fund plc-Mercer Litigation Unliquidated Investments Fund 1 Claim c/o Brown Rudnick LLP Seven Times Square New York, NY 10036 Sigmund S. Wissner-Gross Tel: 212-209-4930 Email: swissner-gross@brownrudnick.com Autonomy Special Situations Litigation Unliquidated Trading Fund Limited Claim c/o Brown Rudnick LLP Seven Times Square New York, NY 10036 Sigmund S. Wissner-Gross Tel: 212-209-4930 Email: swissner-gross@brownrudnick.com Affiliates of Halcyon Capital Litigation Unliquidated Management L.P. Claim c/o Brown Rudnick LLP Seven Times Square New York, NY 10036 Sigmund S. Wissner-Gross Tel: 212-209-4930 Email: swissner-gross@brownrudnick.com HNC L.P. Litigation Unliquidated c/o Brown Rudnick LLP Claim Seven Times Square New York, NY 10036 Sigmund S. Wissner-Gross Tel: 212-209-4930 Email: swissner-gross@brownrudnick.com HDML Fund II LLC Litigation Undetermined c/o Brown Rudnick LLP Claim Seven Times Square New York, NY 10036 Sigmund S. Wissner-Gross Tel: (p) 212-209-4930 Email: swissner-gross@brownrudnick.com EG Fixed Income Fund I Litigation Undetermined c/o Brown Rudnick LLP Claim Seven Times Square New York, NY 10036 Sigmund S. Wissner-Gross Tel: 212-209-4930 Email: swissner-gross@brownrudnick.com Wazee Street Opportunities Litigation Undetermined Fund IV L.P. Claim c/o Brown Rudnick LLP Seven Times Square New York, NY 10036 Sigmund S. Wissner-Gross Tel: 212-209-4930 Email: swissner-gross@brownrudnick.com GOLDSTREET AUTOMOTIVE: Wants Plan Filing Extended to April 17 ------------------------------------------------------------- Goldstreet Automotive, LLC, asks the U.S. Bankruptcy Court for the Middle District of Tennessee to extend the exclusive period for the Debtor to file a plan of reorganization through and including April 17, 2018. A hearing for the Debtor's request is set for Jan. 9, 2018, at 9:00 a.m. The deadline for responses to the Debtor's request is Jan. 2, 2018. The Exclusivity Period is currently set to expire on Jan. 17, 2018. Goldstreet Automotive submits that cause exists to increase the Exclusivity Period because the Debtor is continuing to negotiate with creditors in this case. Therefore, counsel has determined that it would be prudent to extend the Exclusivity Period in order to protect the Debtor's exclusive right to file a plan of reorganization. About Goldstreet Automotive, LLC Goldstreet Automotive, LLC, filed a Chapter 11 bankruptcy petition (Bankr. M.D. Tenn. Case No. 17-04943) on July 21, 2017. Timothy G. Niarhos, Esq., at Niarhos & Waldron, PLC, serves as bankruptcy counsel. The Debtor's assets and liabilities are both below $1 million. GREER APPLIANCE: Taps Fred Adams as Accountant ---------------------------------------------- Greer Appliance Warehouse & Service, LLC seeks approval from the U.S. Bankruptcy Court for the District of South Carolina to hire Fred Adams as its accountant. Mr. Adams, a certified public accountant, will assist the Debtor in the preparation of its monthly operating reports and tax returns. He will charge an hourly fee of $225 for his services. In a court filing, Mr. Adams disclosed that he is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Mr. Adams maintains an office at: Fred Adams, CPA 3447 Pelham Road, Suite 101 Greenville, SC 29615-4177 About Greer Appliance Warehouse & Service Headquartered in Greer, South Carolina, Greer Appliance Warehouse & Service, LLC, filed for Chapter 11 bankruptcy protection (Bankr. D. S.C. Case No. 17-04069) on Aug. 15, 2017, estimating its assets at up to $50,000 and its liabilities at between $100,001 and $500,000. Robert H. Cooper, Esq., at The Cooper Law Firm, serves as the Debtor's bankruptcy counsel. HARDES HOLDING: Needs Access to Cash Collateral Until Dec. 20 ------------------------------------------------------------- Hardes Holding, LLC, seeks authorization from the U.S. Bankruptcy Court for the District of South Dakota to use cash collateral to maintain the operation of its business for the time period Dec. 5, 2017, through Dec. 20, 2017. The Debtor will continue to run and operate in the ordinary course of business and has immediate needs to pay operating funds. The cash collateral proposed to be used includes prepetition proceeds from the sale of Debtor's soybeans, winter wheat and sunflower crop. Accordingly, the Debtor requests preliminary authorization to use $21,038 in cash collateral by Dec. 11, 2017, when Debtor must pay for wages, utilities, farm insurance, auto insurance, gas, and other expenses that Debtor needs to continue to effectively operate its business. The Debtor asserts that these expenses must be paid in order to maintain its operation. In addition, the Debtor requests final authorization to use $70,222 in cash collateral. The Debtor will need to have $2,187 of these funds by Dec. 21, 2017; $48,171 by Jan. 1, 2018; and an additional $19,864 by Feb. 1, 2018, or shortly thereafter. The Debtor contends that these funds are crucial to maintain operations uninterrupted. The Debtor believes that Sandton Credit Solutions Master Fund III, LP, holds a first prepetition security interest through an agricultural business blanket lien, a first prepetition security interest in the prepetition proceeds Debtor earns from its farming operation, and a first prepetition mortgage position on real estate used in Debtor's operation. In addition, Swenson Partnership also appears to hold a first secured position in prepetition grain, and a second prepetition mortgage position on real estate used in Debtor's operation. The Debtor relates that its attorney was able to converse with both of the secured creditors, through their attorneys, and they will not object to this preliminary use of cash collateral. The Debtor will grant Sandton Credit Solutions Master Fund III, LP, and Swenson Partnership the right to inspect the collateral, upon reasonable notice, and the Debtor agrees to keep the collateral insured and to maintain the collateral in its present condition, ordinary wear and tear excepted. The Debtor believes that these secured creditors are adequately protected based upon a large equity cushion of all assets. A full-text copy of the Debtor's Motion is available at: http://bankrupt.com/misc/sdb17-30039-9.pdf About Hardes Holding Based in Miller, South Dakota, Hardes Holding, LLC, is in the business of grain farming & real estate rental. Hardes Holding filed a Chapter 11 petition (Bankr. D.S.D. Case No. 17-30039) on Dec. 4, 2017. Wade Hardes, authorized representative, signed the petition. The Hon. Charles L. Nail, Jr., presides over the case. Clair R. Gerry, Esq., at Gerry& Kulm Ask, Prof. LLC, is the Debtor's bankruptcy counsel. As of Dec. 4, 2017, the Debtor had total assets of $21.42 million and liabilities amounting to $11.17 million. HEALTH DIAGNOSTIC: S Corporation Status Not Property, Court Says ---------------------------------------------------------------- In the adversary proceeding captioned RICHARD ARROWSMITH, as Liquidating Trustee of the HDL Liquidating Trust, Plaintiff, v. UNITED STATES OF AMERICA, et al., Defendants, AP No. 17-04300 (E.D. Va.), Bankruptcy Judge Kevin R. Huennekens holds that S corporation status is not "property" for the purposes of 11 U.S.C. sections 544(b), 548. The Defendants in this action seek dismissal of Counts 1 through 4 of the Tax Complaint pursuant to Federal Rule of Bankruptcy Procedure 7012(b), which incorporates Federal Rule of Civil Procedure 12(b). Counts 1 through 4 allege fraudulent transfers under sections 544(b) and 548(a)(1) of the Bankruptcy Code and to seek to avoid the election made in 2015 to terminate the Debtors' S corporation status. The salient legal issue alleged is whether the Debtors' S corporation status was an interest in "property" that was subject to transfer. If it is not, then the election is not subject to the fraudulent transfer provisions of sections 544(b) and 548(a)(1) of the Bankruptcy Code. The issue whether S corporation status is "property" for the purposes of sections 544(b) and 548(a)(1) is a question of law. The fraudulent transfer provision in section 544(b) allows a trustee to avoid obligations voidable under state law. The fraudulent transfer provision of section 548(a)(1) allows a trustee to avoid certain transfers that occurred two years prior to the petition date. Both provisions allow a trustee to avoid a fraudulent transfer of "an interest of the debtor in property." After weighing all the factors, the Court will adopt the holding of the Court of Appeals for the Third Circuit that S corporation status is not property under federal tax law. Although a corporation and its shareholders can elect to use S corporation status in order to avoid double taxation, that factor alone is not enough to outweigh all the remaining characteristics essential to qualify tax status as a property right. Accordingly, there was no transfer of an interest of the Debtors in property that is subject to avoidance under sections 544(b) or 548(a)(1) of the Bankruptcy Code. Counts 1 through 4 of the Tax Complaint will be dismissed. The bankruptcy case is in re: HEALTH DIAGNOSTIC LABORATORY, INC., et al., Chapter 11, Debtors, Case No. 15-32919 (Jointly Administered) (Bankr. E.D. Va.). A full-text copy of the Court's Memorandum Opinion dated Dec. 6, 2017 is available at https://is.gd/6VAH1y from Leagle.com. Richard Arrowsmith, Liquidating Trustee, Plaintiff, represented by Cullen Drescher Speckhart -- cspeckhart@wolriv.com -- Wolcott Rivers Gates. UNITED STATES OF AMERICA, Defendant, represented by Kieran O. Carter, Department of Justice, Tax Division Civil Trial Section, Eastern Region & Ari David Kunofsky, U.S. Department of Justice -Tax Division. State of New York Department of Taxation and Finance, Defendant, represented by Karen Ruth Cordry, Nat'l Ass'n of Attorneys General. State of California Franchise Tax Board, Defendant, represented by Jill Bowers -- Jill.Bowers@doj.ca. -- Office of the Attorney General. State of Georgia Department of Revenue, Defendant, represented by Brittany Bolton Wilson -- bbolton@law.ga.gov. -- Georgia Department of Law. State of Illinois Department of Revenue, Defendant, represented by James D. Newbold -- James.Newbold@illinois.gov. -- Office of the Illinois Attorney General. Comptroller of the State of Maryland, Defendant, represented by Kimberly Bowden Stephens, Compliance Division. State of Michigan Department of Treasury, Defendant, represented by Katherine A. Kakish, Michigan Department of Attorney General. Commonwealth of Pennsylvania Department of Revenue, Defendant, represented by Christos A. Katsaounis, PA Department of Revenue Office of Chief Counsel. Commonwealth of Virginia Department of Taxation, Defendant, represented by Mark K. Ames, Taxing Authority Consulting Services PC. George Russell Warnick, Defendant, represented by Charles M. Allen -- callen@goodmanallen.com -- Goodman Allen Donnelly PLLC. About Health Diagnostic Health Diagnostic Laboratory, Inc., Central Medical Laboratory, LLC, and Integrated Health Leaders, LLC, are health care businesses based in Richmond, Virginia. HDL is a blood testing company. Health Diagnostic Laboratory, Inc. (Bankr. E.D. Va. Case No. 15-32919) and affiliates Central Medical Laboratory, LLC (Bankr. E.D. Va. Case No. 15-32920) and Integrated Health Leaders, LLC (Bankr. E.D. Va. Case No. 15-32921) filed separate Chapter 11 bankruptcy petitions on June 7, 2015. The petitions were signed by Martin McGahan, chief restructuring officer. HDL disclosed $96,130,468 in assets and $108,328,110 in liabilities as of the Chapter 11 filing. Justin F. Paget, Esq., Tyler P. Brown, Esq., Jason W. Harbour, Esq., and Henry P. (Toby) Long, III, Esq. at Hunton & Williams LLP serve as the Debtors' bankruptcy counsel. Alvarez & Marsal is the Debtors' financial advisor. Robert S. Westermann, Esq., at Hirshler Fleisher, P.C., serve as the Debtors' conflicts counsel. American Legal Claims Services, LLC, is the Debtors' claims, noticing and balloting agent. Ettin Group, LLC, will market and sell the miscellaneous equipment and other assets. MTS Health Partners, L.P., serves as investment banker. To assist them with their restructuring efforts and to help maximize the value of their estates, the Debtors filed with the Court an application seeking entry of an order authorizing the Debtors to retain Alvarez & Marsal Healthcare Industry Group, LLC ("A&M") to provide the Debtors with a Chief Restructuring Officer and certain additional personnel. Richard Arrowsmith is presently the CRO. On June 16, 2015, the Office of the United States Trustee for the Eastern District of Virginia appointed the Committee, consisting of the following seven members: (i) Oncimmune (USA) LLC; (ii) Aetna, Inc.; (iii) Pietragallo Gordon Alfano Bosick & Raspanti, LLP; (iv) Mercodia, Inc.; (v) Numares GROUP Corporation; (vi) Kansas Bioscience Authority; and (vii) Diadexus, Inc. On Sept. 23, 2015, Oncimmune (USA) LLC resigned from the Committee and, on Nov. 3, 2015, the U.S. Trustee appointed Cleveland Heart Lab, Inc. to the Committee. The Creditors Committee retained Cooley LLP as its counsel and Protiviti Inc. as its financial advisor. * * * On Nov. 5, 2015, the Court entered an order setting Dec. 22, 2015, as the Bar Date for the filing of all proofs of claim. The Debtors have sold substantially all of their operating assets pursuant to two separate sales approved by the Court. On Jan. 4, 2016, the Debtors filed a proposed Plan of Liquidation and Disclosure Statement. The Troubled Company Reporter on May 20, 2016, reported that Judge Kevin R. Huennekens of the U.S. Bankruptcy Court for the Eastern District of Virginia, Richmond Division, overruled the objections to Health Diagnostic Laboratory, Inc., et al.'s Modified Second Amended Plan of Liquidation and approved the Liquidating Plan and approved the Plan. HORIZON GLOBAL: S&P Alters Outlook to Neg. on Weak Credit Metrics ----------------------------------------------------------------- S&P Global Ratings revised its outlook on Troy, Mich.-based auto supplier Horizon Global Corp. to negative from stable and affirmed its 'B' corporate credit rating on the company. S&P said, "At the same time, we affirmed our 'B+' issue-level rating on the company's senior secured term loan. The '2' recovery rating remains unchanged, indicating our expectation that debtholders would realize substantial (70%-90%; rounded estimate: 75%) recovery in the event of a payment default. "Additionally, we affirmed our 'B-' issue-level rating on Horizon's convertible notes due 2022. The '5' recovery rating remains unchanged, indicating our expectation that debtholders would realize modest (10%-30%; rounded estimate: 20%) recovery in the event of a payment default. "The negative outlook reflects our assumption that Horizon Global's credit metrics will continue to underperform our expectations due to the increased leverage it will take on to fund its acquisition of the Brink Group (a Netherlands-based towing and trailering equipment manufacturer). Pro forma for the acquisition, we expect the company's debt-to-EBITDA to rise to 5.5x-6.3x in 2018, which compares with our previous expectations of 4.0x-5.0x, and its free operating cash flow (FOCF)-to-debt ratio to remain in the 2%-3% range. While Horizon has reduced its leverage since acquiring Westfalia in 2016, management has shown a desire to grow the company quickly, including through debt-financed acquisitions. "The negative outlook on Horizon reflects the increased risk that the company's debt-to-EBITDA will remain above 6.0x over the next 12 months. While we believe the company will produce a small amount of free cash flow in 2018, its elevated leverage increases the risk that we will downgrade it if the demand for its discretionary products declines or if there are major issues with its integration of the Brink Group. "We could lower our ratings on Horizon if the company's free operating cash flow turns negative for consecutive quarters or its debt-to-EBITDA remains above 6.0x over the next 12 months without a definitive pathway for further debt reduction. This could be due to a lower-than-expected level of synergies from Westfalia and Brink or management's increased use of the company's cash flows for purposes other than debt reduction. "We could also lower our ratings if Horizon's EBITDA margins remain below 9% on a sustained basis because of greater-than-anticipated competitive pressure, a lack of synergies from its recent acquisitions, or a sharp increase in the number of lower priced private-label brands in the highly profitable retail channel. "We could revise our outlook on Horizon to stable if the company reduces its debt-to-EBITDA toward 5.0x while generating a FOCF-to-debt ratio of 3%-5% on a sustained basis. We would also want the company to demonstrate some progress in realizing synergies from the Brink Group and Westfalia acquisitions, causing its EBITDA margins to approach more than 10% on a sustained basis." HUSA INC: Hires Wauson Probus as General Counsel ------------------------------------------------ Husa, Inc. and its debtor affiliates seek approval from the United States Bankruptcy Court for the Southern District of Texas (Houston) to employ Wauson Probus as general counsel. The services rendered or to be rendered by the firm include: (a) analysis of the financial situation, and rendering advice and assistance to the Debtors in determining the appropriate filing under title 11 of the United States Code; (b) render bankruptcy related legal advice to the Debtors regarding their continued operation and management of cash and property; (c) assist the Debtors with preparation and filing of the Debtor's Chapter 11 petition, schedules, statements of financial affairs, and related initial pleadings; (d) represent the Debtors at the Initial Debtors' Interview with the U.S. Trustee and at the Debtors' First Meeting of Creditors; (e) represent the Debtors in any and all matters related to post-petition administrative matters or matters involving the Debtors' assets and liabilities and financial affairs; (f) represent the Debtors with respect to any adversary proceeding related to: any pre-petition transfers of the Debtors, recovery of any preferences, turnover actions, liens against property of the estate, and/or property of the estate; (g) represent the Debtors with respect to negotiations for any post-petition administrative financing for the Debtors, whether secured or unsecured and preparing and filing any pleadings necessary to obtain court approval for such financing as necessary; (h) represent the Debtors with respect to negotiations for the Debtors' use of cash collateral, to the extent of the existence of any cash collateral, and preparing and filing any pleadings necessary to obtain court approval for such use of cash collateral; (i) represent the Debtors with respect to negotiations for the assumption or rejection of any unexpired leases of nonresidential, real property or executory contracts and preparing and filing any pleadings necessary to assume, accept, or reject any such leases or contracts; (j) represent the Debtors with respect to preparing a disclosure statement and plan of reorganization on behalf of the Debtors and assisting the Debtors in obtaining confirmation of a plan of reorganization; (k) represent the Debtors with respect to objections to proofs of claim and allowance or disallowance of claims against the Debtors; (l) represent the Debtors with respect to post-petition consummation of the plan of reorganization and other post-petition matters necessary to the implementation of the plan of reorganization; and (m) represent the Debtors in any other core and related to matters. Matthew Brian Probus, a shareholder of Wauson Probus, attests that his firm is a "disinterested person" within the definition of Section 101(14) of the Bankruptcy Code. Professionals who will represent the Debtors and their hourly rates are: Attorneys: John Wesley Wauson $450.00 Matthew B. Probus $450.00 Anabel King $250.00 Paraprofessionals: Sharon Dianiska $100.00 Ginger Davis $100.00 The Counsel can be reached through: Matthew B. Probus, Esq. WAUSON PROBUS One Sugar Creek Center Blvd., Suite 880 Sugar Land, TX 77478 Phone: (281) 242-0303 Fax: (281) 242-0306 Email: MBProbus@w-plaw.com About HUSA Management Inc. Based in Houston, Texas, HUSA Management is a privately held corporation owned by Larry Martin and Edgar Carlson. The company portfolio includes brands like Baker St. Pub & Grill, Sherlock's Pub & Grill, Sherlock's Pub, Local Pour, Restless Palate, Big Texas Ice House & Dance Hall and British Beverage Company. With the purchase of Sherlock's Baker St. Pub 1995, HUSA Management Inc. continues to grow. The company is founded in 1995. HUSA Management filed a Chapter 11 petition (Bankr. S.D. Tex. Case no. 17-36535) on December 4, 2017. The petition was signed by Larry Martin, president. Judge Marvin Isgur presides over the case. Matthew Brian Probus, Esq. at Wauson Probus represents the Debtor as counsel. At the time of filing, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. I-LIGHTING LLC: Needs Additional Time to Exclusively File Plan -------------------------------------------------------------- i-Lighting, LLC, asks the U.S. Bankruptcy Court for the District of Maryland to extend the exclusive periods for the Debtor to file a plan of reorganization and solicit acceptance of that plan through and including March 12 and May 12, 2018, respectively. As reported by the Troubled Company Reporter on Oct. 9, 2017, the Court previously extended the Exclusive Periods during which only the Debtor may file a Plan and solicit acceptances of the Plan, to Dec. 12, 2017, and Feb. 12, 2018, respectively. As a small entrepreneurial business, the Debtor finds its reorganization effort to be substantial and complex. As reflected in the schedules filed and case events to date, the Debtor seeks to resolve more than $2.5 million in debt, which is approximately three times its gross annual revenue, while having been burdened by the cost and expense of the AHPHarma litigation, that has ultimately proved to be less productive than expected. Thus, the Debtor submits that the nature of its case supports a finding of cause to extend the Exclusive Periods. Since the Petition Date, the Debtor has taken significant steps toward restructuring its businesses and advancing this cases forward: (a) Cash Collateral Usage. On multiple occasions the Debtor has sought and obtained authorization to use cash collateral. Shortly after its Chapter 11 filing, the Debtor requested and obtained authorization to pay prepetition accrued wages and payroll. Accordingly, during the Exclusive Proposal Period, the Debtor has taken steps to ensure its ability to use its cash collateral to cover ongoing expenses of operations; (b) Retaining Professionals. During the Exclusive Proposal Period, the Debtor has retained, with court approval, professionals to assist in the reorganization efforts. These include the retention of: (1) Tydings & Rosenberg LLP as their general bankruptcy counsel; and (2) Preller, Preller & Paliath as special litigation counsel in regard to the AH Pharma litigation; (c) Profitable Operations. In the first six months of this case, the Debtor has relieved itself of burdensome assets; has obtained approval of customer transactions in order to maintain business relationships and increase revenue; has rejected burdensome leases; and has negotiated and implemented cost reduction efforts, include a discounted lease of reduced space for its business premises and reduced labor costs. Accordingly, during the Exclusive Proposal Period, the Debtor has taken steps to ensure its profitability; and (d) Resolving Litigation. The Debtor has settled the AH Pharma litigation. While the result is less than expected, the recovery resolves a significant portion of the Debtor's secured debt and allows the Debtor to put an end to the AH Pharma matters and focus on its operations and reorganization effort. Since the Petition Date, the Debtor has started to operate in a more profitable manner and is still working through operational restructuring efforts. The Debtor believes that a 90-day extension of the Exclusive Periods will give it a better handle on its future revenue growth and, thereby, a better idea as to the expected debt repayment structure and timeline. The Debtor warns that to terminate the Exclusive Periods now would defeat the very purpose of Section 1121 of the U.S. Bankruptcy Code -- to afford the Debtor a meaningful and reasonable opportunity to propose a plan of reorganization. About i-Lighting LLC Based in North East, Maryland, i-Lighting LLC -- http://www.ilightingled.com/-- conducts business under the name Stairlighting. It was founded in 2011 and manufacturers and distributes LED lighting solutions for use under kitchen cabinets, and on outdoor decks, stairs, hardscapes, patios and landscapes. Its patented Easy Plug Installation System, which lowers the expense and eases the installation of LED lighting systems, has made LED lighting accessible to more contractors and consumers. The company was recently honored with a "Bright Lights Award for Innovation and Entrepreneurship" by the Maryland Comptroller. i-Lighting LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 17-16807) on May 16, 2017. Scott D. Holland, its managing member and chief executive officer, signed the petition. At the time of the filing, the Debtor disclosed $294,316 in assets and $2.34 million in liabilities. Judge David E. Rice presides over the case. The Debtor hired Tydings & Rosenberg LLP as Chapter 11 counsel. IAMGOLD CORP: S&P Affirms 'B+' CCR on Business Risk Revision ------------------------------------------------------------ S&P Global Ratings said it affirmed its 'B+' long-term corporate credit rating on Toronto-based gold producer IAMGOLD Corp. The outlook is stable. At the same time, S&P Global Ratings affirmed its 'B+' issue-level rating, with a '3' recovery rating, on the company's US$400 million of senior unsecured notes. The '3' recovery rating indicates S&P's expectation for meaningful (50%-70%; rounded estimate 65%) recovery in its default scenario. S&P said, "The corporate credit rating on IAMGOLD primarily reflects our view of the company's limited operating diversity, operations in relatively higher-risk jurisdictions, and higher cost structure relative to that of IAMGOLD's rated peer group. The rating also incorporates our expectation that the company will keep debt levels stable and maintain strong liquidity at least over the next 12 months, but takes into account its high sensitivity to modest changes in gold prices. "The stable outlook reflects our expectation that the company will generate an adjusted debt-to-EBITDA ratio in low-2x area over the next 12 months, and maintain strong liquidity despite a likely increase in growth-related capital expenditures. Our outlook also incorporates the potential for volatility in credit measures, but we believe the company has sufficient cushion to manage a period of modestly weaker gold prices. "A downgrade could result from higher-than-expected costs or materially lower average gold prices that lead to adjusted debt-to-EBITDA above 4x. In addition, we would expect to downgrade the company should there be significant deterioration in IAMGOLD's liquidity position such that we no longer view it as strong, which could result from a large acquisition or higher-than-expected capital expenditures. "We would consider an upgrade if we believe the company will generate and sustain an adjusted debt-to-EBITDA ratio below 2x. In this scenario, we would expect stable or lower debt levels combined with sustainably lower cash costs relative our current estimates. An improvement in our view of company's business risk profile, likely from increased operating breadth in relatively low-risk mining jurisdictions, could also lead to an upgrade." IRONCLAD PERFORMANCE: Seeks to Hire BPE&H as Accountant ------------------------------------------------------- ICPW Liquidation Corporation, a California corporation, formerly known as Ironclad Performance Wear Corporation, a California corporation, and ICPW Liquidation Corporation, a Nevada corporation, formerly known as Ironclad Performance Wear Corporation, a Nevada corporation, seek approval from the U.S. Bankruptcy Court for the Central District of California, San Fernando Valley Division, to employ BPE&H, An Accountancy Corporation as the Debtors' certified public accountant. Services required of BPE&H are: (1) prepare and file the Debtors' 2016 federal and state tax returns; (2) prepare and file the Debtors' 2017 federal and state tax returns; and (3) prepare and file the Debtors' 2018 federal and state tax returns. The fees to be charged by the Accountant to perform the work is a fixed fee in the total amount of $30,500: (1) $13,000 to prepare and file 2016 tax returns; (2) $15,000 to prepare and file 2017 tax returns; and (3) $2,500 to prepare and file 2018 tax returns. Martin Belak-Berger, CPA, shareholder at BPE&H, attests that his firm does not hold or represent any interest materially adverse to the Debtors or the Debtors' estates, and is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Martin Belak-Berger, CPA BPE&H, An Accountancy Corporation 21300 Victory Blvd., Suite 520 Woodland Hills, CA 91367 Phone: 818-914-7100 Fax: 818-914-7101 About Ironclad Performance Wear Ironclad Performance Wear Corporation designs and manufactures branded performance work wear for a variety of construction, do-it-yourself, industrial, sporting goods and general services markets. Since inception, the company has leveraged its proprietary technologies to design task-specific technical gloves and performance apparel designed to improve the wearer's ability to perform specific job functions. Ironclad's gloves are available through industrial suppliers, hardware stores, home centers, lumber yards, and sporting goods retailers nationwide; and through authorized distributors in North America, Europe, Australia, Middle East, Asia and South America. Ironclad Performance Wear Corp, a California corporation and Ironclad Performance Wear Corp, a Nevada corporation sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case Nos. 17-12408 and 17-12409) on Sept. 8, 2017. Geoffrey L. Greulich, chief executive officer, signed the petitions. The cases are jointly administered and are assigned to Judge Martin R. Barash. Ironclad California estimated assets of $10 million to $50 million and liabilities of $1 million to $10 million. In its schedules, Ironclad Nevada disclosed $16.6 million in assets and $8.05 million in debt. Levene, Neale, Bender, Yoo & Brill L.L.P serves as counsel to the Debtor. Craig-Hallum Capital Group LLC is the Debtor's financial advisor. On Sept. 22, 2017, the U.S. Trustee appointed an official committee of unsecured creditors in the Debtors' cases. The committee hired Brown Rudnick LLP as its legal counsel; and Province Inc. as financial advisor. An Official Committee of Equity Security Holders also has been established in the case. The equity panel retained Dentons US LLP as counsel. J&S AUTO: Hires Business Services Unlimited as Bookkeeper --------------------------------------------------------- J&S Auto Inc. seeks approval from the U.S. Bankruptcy Court for the District of Massachusetts, Eastern Division, to employ Business Services Unlimited to provide bookkeeping services to the Debtor in connection with the bankruptcy case. The Debtor needs the firm to perform bookkeeping services, including inputting financial data into, and maintaining the Debtor's Quickbooks software program, preparing internal reports, preparing Monthly Operating Reports for the United States Trustee, filing employee payroll tax returns, and the like. The Firm will seek compensation based upon its normal and usual hourly billing rate, which is currently $50 an hour, as well as for costs, disbursements and expenses reasonably associated with the bookkeeping services provided. The Firm estimates the total costs to perform the services will be approximately $500 per month to maintain the Debtor's books and records, administer their payroll, and prepare the Monthly Operating Reports. Renee Jacavanco, owner of the bookkeeping services firm Business Services Unlimited, attests that she and each member of the Firm is a "disinterested person" as that term is defined in 11 U.S.C. Section 101(14). The Firm can be reached through: Renee Jacavanco, CPA Business Services Unlimited 128 North Street Danvers, MA 01923 Phone: 978-777-8740 Email: renee@bsubooks.com About J&S Auto Inc. Based in Revere, Massachusetts, J&S Auto Inc. filed a Chapter 11 petition (Bankr. D. Mass. Case No. 17-13911) on Oct. 20, 2017. The Petition was signed by Sami Morsy, its president. The Debtor is represented by George J. Nader, Esq., at Riley & Dever, P.C., as counsel. At the time of filing, the Debtor had $50,001 to $100,000 in estimated assets, and $100,001 to $500,000 in estimated liabilities. JACKSON RENTAL: Ferretti Buying Cleveland Property for $575K ------------------------------------------------------------ Jackson Rental Properties, Inc., asks the U.S. Bankruptcy Court for the Northern District of Mississippi to authorize the Contract of Sale with Blake Ferretti in connection with the sale of the real property and the dwellings located at 800 Shamrock, Building A, Building B, Building C and Building D and 819 Shamrock, Building E, in Cleveland, Mississippi for $575,000. The Debtor listed on Schedule A/B and Amended Schedule A/B the property, assigning thereto a current market value of $225,000. Said property, along with other properties individually owned by Willie J. Jackson, is encumbered by a deed of trust in favor of Guaranty Bank & Trust Co. in the current approximate amount of $525,000. A cash offer for the purchase of the property has been made by the Buyer in an amount sufficient to significantly reduce the deed of trust in favor of Guara & Trust. Said lien will attach to the sale proceeds, which will be used for the purpose of reducing the Debtor's obligations to said Bank. The Contract of Sale dated Nov. 3, 2017, has been executed by the Purchaser and by Jeffrey Levingston in his capacity as attorney for Debtor. The Debtor asks the Court to approve the Contract of Sale and authorize the sale of the subject property to the Purchaser for $575,000, free and clear of liens under the terms of the Contract of Sale. The purchaser has paid earnest money in the amount of $6,000 commensurate with the Contract of Sale to Levingston & Levingston Trust Account to be held in trust pending the Court's approval of the contract and the sale. The balance of the purchase price will be paid upon the entry of an order approving the sale and execution and delivery of a Warranty Deed from the Debtor. A copy of the Contract of Sale attached to the Motion is available for free at: http://bankrupt.com/misc/Jackson_Rental_52_Sales.pdf Any and all taxes which may be owing against the subject property for prior years will be paid by or on behalf of the Debtor, and all taxes and assessments owing for the current year of 2017 will be prorated between the Debtor/Seller and the Purchaser as of the date of closing. Considering the current real estate market and the condition of some of the units making up the Shamrock Apartments complex due to fire, the counsel for the Debtor is of the opinion that the cash offer for said real property is reasonable, is in the best interest of the bankruptcy estate. Accordingly, the Debtor asks the Court to approve the relief requested. About Jackson Rental Properties Jackson Rental Properties, Inc., previously filed a Chapter 11 petition (Bankr. N.D. Miss. Case No. 11-14080) on Sept. 7, 2011. Jackson Rental Properties again filed a Chapter 11 bankruptcy petition (Bankr. N.D. Miss. Case No. 17-11898) on May 24, 2017, disclosing under $1 million in both assets and liabilities. Jeffrey A. Levingston, Esq., at Levingston & Levingston, PA represents the Debtor as bankruptcy counsel. The Debtor hired Barfield Salley & Associates, PLLC, as its accountant. JONES PRINTING: U.S. Trustee Forms 2-Member Committee ----------------------------------------------------- The U.S. Trustee for Region 8 on Dec. 15 appointed two creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Jones Printing LLC. The committee members are: (1) Case Paper Company Alan Hochstadt, CFO 500 Mamaroneck Avenue Harrison, NY 10528 Phone: 914-899-3552 Fax: 914-777-1014 Email: AHochstadt@casepaper.com (2) Athens Paper Company Greg Schrimsher 1898 Elm Tree Drive Nashville, TN 37210 Phone: 615-889-7900 Fax: 615-872-1708 Email: GSchrimsher@athenspaper.com Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About Jones Printing LLC Jones Printing, LLC -- http://jonesprinter.com-- is a printing company founded in 1941 in Chattanooga, Tennessee. For more than 75 years, it has produced creative communications solutions for Fortune 500 companies in insurance, manufacturing, healthcare, pharma, software, retail, gaming and entertainment industries. Beginning in 2011, Jones Printing has maintained "GMI Certification." The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tenn. Case No. 17-15187) on November 10, 2017. Richard Dale Ford, its 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 less than $1 million to $10 million. Judge Shelley D. Rucker presides over the case. The Debtor tapped David Fulton, Esq., at Scarborough & Fulton as legal counsel. L & E RANCH: Hires Kessner Umebayashi Bain & Matsunaga as Counsel ----------------------------------------------------------------- L & E Ranch LLC seeks approval from the U.S. Bankruptcy Court for the District of Hawaii to hire Kessner Umebayashi Bain & Matsunaga as Chapter 11 counsel to provide the Debtor-in-Possession with legal assistance in addressing all aspects that fall within the usual scope of a Chapter 11 reorganization proceeding, commencing effective November 10, 2017. The firm's Steven Guttman will charge $350 per hour for his services. Mr. Guttman attests that Kessner Umebayashi has no connection with the Debtor, its creditors, any other party in interest, their respective attorneys and accountants, the United States Trustee, or any person employed in the Office of the United States Trustee, except to the extent that he may be employed by a trustee in unrelated bankruptcy cases or proceedings. The firm can be reached through: Steven Guttman, Esq. Dawn Egusa, Esq. Kessner Umebayashi Bain & Matsunaga 220 South King Street, Suite 1900 Honolulu, HI 96813 Tel: (808) 536-190O Fax: (808) 529-7177 Email: kdubm_bk@kdubm.com About L & E Ranch 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. Kessner Umebayashi Bain & Matsunaga is the Debtor's legal counsel. LADDCO LLC: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of LADDCO LLC as of Dec. 13, according to a court docket. About LADDCO LLC LADDCO LLC, based in Eden Valley, Minnesota, filed a Chapter 11 petition (Bankr. D. Minn. Case No. 17-43456) on November 15, 2017. In its petition, the Debtor estimated $1 million to $10 million in assets and $500,000 to $1 million in liabilities. The petition was signed by Douglas A. Ruhland, chief operating officer. The Hon. William J Fisher presides over the case. Sam Calvert, Attorney At Law, serves as bankruptcy counsel to the Debtor. The Debtor hired Daniel Schleper as its accountant. LAKESHORE PROPERTIES: January 11 Disclosure Statement Hearing ------------------------------------------------------------- Judge Robert A. Mark of the U.S. Bankruptcy Court for the Southern District of Florida has set the hearing to consider approval of Lakeshore Properties of South Florida, LLC's disclosure statement on January 11, 2018 at 3:00 p.m. The deadline for objections to the disclosure statement is on January 8, 2018. A full-text copy of Judge Mark's order dated December 5, 2017 is available at: http://bankrupt.com/misc/flsb17-21866-39.pdf About Lakeshore Properties Formed in 2002, Lakeshore Properties of South Florida, is a Florida Limited Liability Company engaged in activities related to real estate. Its principal assets are located in Okeechobee County, Florida. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 17-21866) on Sept. 28, 2017, estimating its assets and liabilities a estimating its assets at up to $50,000 and its liabilities at $10 million and $50 million Judge Robert A. Mark presides over the case. Nicholas B. Bangos, Esq., at Nicholas B. Bangos, P.A., serves as the Debtor's bankruptcy counsel. The petition was signed by Manuel C. Diaz, managing member. LECTRUS CORPORATION: Taps Baker Donelson as Legal Counsel --------------------------------------------------------- Lectrus Corp. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Tennessee to hire Baker Donelson Bearman Caldwell & Berkowitz, PC as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; assist in the preparation of a plan of reorganization; give advice regarding any potential sale of its assets; and provide other legal services related to its Chapter 11 case. The firm charges an hourly fee of $405 for the services of its shareholders. The hourly rates for associates and paralegals range from $180 to $295. Prior to the petition date, the Debtor paid Baker Donelson a retainer of $65,000. Justin Sveadas, Esq., disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Baker Donelson can be reached through: Justin Sveadas, Esq. Erno Lindner, Esq. 633 Chestnut Street, Suite 1900 Chattanooga, TN 37450 Phone: 423-209-4184 Fax: 423-752-9633 Email: jsveadas@bakerdonelson.com Email: elindner@bakerdonelson.com About Lectrus Corporation Based in Chattanooga, Tennessee, Lectrus Corporation -- http://www.lectrus.com/-- designs and manufactures custom metal enclosures and electrical and mechanical integration serving the power, oil and gas, renewable energy, industrial, water and wastewater, transportation, military, mining, data centers, institutional, and commercial markets. Lectrus offers three tiers of products and services that provide its customers with a completely installed and integrated modular structure. Lectrus designs and constructs modular structures in three categories; skids, empty enclosures and enclosures with simple utilities. The company offers electrical and mechanical control systems integration services to augment the services customers receive from the original equipment and is qualified to create and supply control systems design solutions. It offers services for equipment maintenance, structural maintenance, and corrective maintenance. The company has two manufacturing facilities located in North America. Lectrus and its affiliate Lectrus Holding Corporation sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Lead Case No. 17-15588) on December 7, 2017. James P. Beers, vice president of finance, signed the petitions. At the time of the filing, Lectrus disclosed that it had estimated assets of $13.34 million and liabilities of $35.26 million. Lectrus Holding disclosed zero assets and liabilities totaling $20.55 million. Judge Nicholas W. Whittenburg presides over the cases. LITE SOLAR: Has Until Jan. 27 to Exclusively File Plan ------------------------------------------------------ The Hon. Sheri Bluebond of the U.S. Bankruptcy Court for the Central District of California has extended, at the behest of Lite Solar Corp., the Debtor's exclusive periods to file a plan of reorganization and obtain acceptances to the plan through Jan. 27, 2018, and March 27, 2018, respectively. As reported by the Troubled Company Reporter on Nov. 23, 2017, the Debtor sought the extension, saying that a further extension of its exclusivity will allow for continued discussions and, potentially, claims objections, and allow it time to make progress in the ongoing litigation, so as to proceed with reorganization without the interference (and expense) of a competing Chapter 11 plan. About Lite Solar Corp. Lite Solar Corp., based in Long Beach, Calif., filed a Chapter 11 petition (Bankr. C.D. Calif. Case No. 16-19896) on July 27, 2016. The Hon. Sheri Bluebond presides over the case. Leslie A. Cohen, Esq., serves as bankruptcy counsel to the Debtor. The Debtor hired Stephen Weaver, Esq., as special counsel. The Debtor is a California corporation formed in 2009, in the business of designing, constructing and installing photovoltaic and thermal solar systems on private properties. The Debtor's Chapter 11 case was precipitated by multiple state court actions (in California and Oregon), the bulk of which surround a dispute with a former employee, Patrick Schellerup, and his company, Kamana O'Kala LLC. In its petition, the Debtor estimated $1 million to $10 million in assets and liabilities. The petition was signed by Ranbir S. Sahni, its president. To date, no committee, examiner or trustee has been appointed in the Debtor's case. M & G USA: Jan. 29 & March 8 Auction of Assets Set -------------------------------------------------- Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the District of Delaware authorized (a) the bidding procedures of M & G Polymers USA, LLC and its affiliates that will govern the sale of (i) their entire right, title and interest in and to their Corpus Christi Plant and related assets; (ii) their desalination equipment and boilers situated at or in the vicinity of the Corpus Christi Plant; (iii) the Debtors' entire right, title and interest in and to their intellectual property other than the intellectual property of M & G Polymers USA's; (iv) M & G Polymers USA, LLC's entire right, title and interest in and to their intellectual property; M & G Polymers USA's entire right, title and interest in and to their research and development facility located in Sharon Center, Ohio; and (v) M & G Polymers USA's entire right, title and interest in and to their manufacturing facility located in Apple Grove, West Virginia and related assets at auction, free and clear of all liens, claims, interests and encumbrances; and (b) the Debtors to enter into one or more stalking horse agreements in connection with the sale. The critical dates and deadlines in (i) the Sale process for all Assets excluding the Apple Grove Assets and (ii) the Sale process for the Apple Grove Assets are: a. Dec. 11, 2017 at 1:00 p.m. (ET) - Hearing to consider entry of the Bidding Procedures Order b. Dec. 21, 2017 (ET) - Deadline for the Debtors to file Assumption and Assignment Notice c. Jan. 3, 2023, at 5:00 p.m. (ET) - Deadline to file Cure Objections d. Jan. 16, 2018, at 5:00 p.m. (ET) - Proposal Deadline e. March 6, 2018, at 5:00 p.m. (ET) - Final Bid Deadline f. March 7, 2018, at 5:00 p.m. (ET) - Deadline for objections to the applicable Sale Transaction(s) other than Cure Objections and Adequate Assurance Objections g. March 8, 2018, at 10:00 a.m. (ET) - Auction, to be held at the offices of Jones Day, 250 Vesey Street, New York, New York 10281 h. March 12, 2018, at noon (ET) - Deadline to file Adequate Assurance Objections i. March 13, 2018, at 5:00 p.m. (ET) - Deadline to file the replies in connection with the applicable Sale Transaction(s) j. March 14, 2018, at 10:00 a.m. (ET) - Proposed hearing to approve proposed Sale Transaction(s) The sale timeline for Apple Grove Assets: a. Dec. 11, 2017 at 1:00 p.m. (ET) - Hearing to consider entry of the Bidding Procedures Order b. Dec. 21, 2017 (ET) - Deadline for Debtors to file Assumption and Assignment Notice c. Jan. 3, 2018 at 5:00 p.m. (ET) - Deadline to file Cure Objections with respect to Contracts held by M&G Polymers d. Jan. 22, 2013 at 51:00 p.m. (ET) - Bid Deadline for Apple Grove Assets e. Jan. 24, 2018 at 5:00 p.m. (ET) - Deadline for objections to the applicable Sale Transaction(s) for the Apple Grove Assets other than Cure Objections and Adequate Assurance Objections f. Jan. 29, 2018 10:00 a.m. (ET) - Auction for Apple Grove Assets, to be held at the offices of Jones Day, 250 Vesey Street, New York, New York 10281 g. Jan. 31, 2018 at noon (ET) - Deadline to file Adequate Assurance Objections with respect to Contracts held by M&G Polymers h. Jan. 31, 2018 at 5:00 p.m. (ET) - Deadline to file the replies in connection with the applicable Sale Transaction(s) for the Apple Grove Assets i. Feb. 1, 2018, at 20:00 a.m. (ET) - Proposed hearing to approve proposed Sale Transaction(s) for the Apple Grove Assets Other salient terms of the Bidding Procedures are: a. Minimum Overbid: $1,000,000 b. Deposit: 10% of the Purchase Price (inclusive of any amount thereof comprising Credit Bid consideration) c. All Qualified Bidders will have the right to be present for all rounds of bidding and to submit additional bids and make modifications to their proposed Asset Purchase Agreement at the applicable Auction to improve their bids. Only a Qualified Bidder that has submitted a Qualified Bid will be eligible to participate at the applicable Auction, subject to the Bidding Procedures. The Pre-Petition First Lien Lender, the DIP Agent, the DIP Lender and Macquarie Investments US Inc. are entitled to Credit Bid any and/or all amounts owed to them in their capacity as Pre-Petition First Lien Lender, DIP Agent, DIP Lender or first lien lender under its secured credit facility with M&G Waters USA, LLC, respectively, on any Assets to which the Pre-Petition First Lien Lender, the DIP Agent, DIP Lender and/or the Macquarie, as applicable have a lien. Any Credit Bid by the DIP Agent, the DIP Lender, the Pre-Petition First Lien Lender or Macquarie (which Credit Bid will have complied with the Credit Bid Requirements) will not require payment of any Pre-Petition Second Lien Obligations. In the event that the DIP Agent, the DIP Lender or the Pre-Petition First Lien Lender submits a Credit Bid comprised of any of their DIP Obligations or the Pre-Petition First Lien Obligations, respectively, on any Assets securing such respective obligations and without limiting any other requirements for approval of any other bid as a higher or better offer or a Successful Bid, any further bid for the purchase of some or all of the Assets and any Sale of such Assets to a Successful Bidder (other than the DIP Lender or the Pre-Petition First Lien Lender) that is approved by the Court must provide for, at the closing of such Sale Transaction, indefeasible cash payments of the DIP Obligations and the Pre-Petition First Lien Obligations to the DIP Lender and Pre-Petition First Lien Lender, respectively, in at least the dollar amount equivalent of the Credit Bid submitted by the DIP Agent, the DIP Lender and the Pre-Petition First Lien Lender (as applicable), plus the Sale Professional Fees Amounts and the Sale Excess Fee Amounts (each, as defined in the final order approving the DIP Motion in Order for the Successful Bid of such Successful Bidder to be considered as a potentially higher or better bid and/or to be approved by the Court as a Successful Bid, unless otherwise agreed to by the DIP Agent, the DIP Lender and/or the Pre-Petition First Lien Lender (as applicable). Without limiting any other requirements for approval of such bid as a higher or better bid or a Successful Bid (including without limitation the satisfaction of the Senior Secured Obligations), any bid by the Pre-Petition Second Lien Secured Party for the CC Assets, by Credit Bid or otherwise, will provide that at the closing of the Sale Transaction the DIP Obligations and the Pre-Petition First Lien Obligations are indefeasibly paid in full in cash to the DIP Lender and the Pre-Petition First Lien Lender, respectively, and cash in an amount equal to the Sale Professional Fees Amounts and the Sale Excess Fee Amounts, as authorized pursuant to the Final DIP Order, will be transferred into an escrow account not subject to the control of the DIP Agent, the DIP Lender, the Pre-Petition First Lien Lender, the Pre-Petition Second Lien Secured Party or any party that purports to have a validly, perfected security interest in any of the Debtors' deposit accounts or cash. The Debtors are authorized, as they may deem necessary and appropriate in the prudent exercise of their business judgment, in consultation with the Committee, or upon further order of the Court, to enter into any Stalking Horse Agreement(s) in connection with the proposed sale of any Assets and to provide Bid Protections to any Stalking Horse Bidder therein. Subject to the Court's determination, but no earlier than 10 days after filing a Stalking Horse Motion and no later than the applicable Sale Hearing, the Debtors are authorized, in consultation with the Committee, to ask approval from the Court, on an expedited basis if necessary, of such Stalking Horse Agreement(s) and any Bid Protections contained therein. Within three days after entry of the Order, the Debtors will serve the Sale Notice upon all Notice Parties. The Assumption and Assignment Notice is approved. If the Debtors receive more than one Qualified Bid for the same Assets, the Debtors will conduct an Auction. The applicable Auction, if required, will be conducted at the offices of Jones Day, 250 Vesey Street, New York, New York as scheduled. If a Successful Bidder fails to consummate the proposed Sale Transaction, a hearing to authorize the assumption and assignment of Contracts to the applicable Backup Bidder will, in consultation with the Committee, be held before the Court on no less than five business days notice, with objections due at least one day prior to such hearing, unless otherwise ordered by the Court. As soon as reasonably practicable after the conclusion of the applicable Auction, but no later than Jan. 30, 2018 with respect to the Apple Grove Assets and March 9, 2018 with respect to all other Assets (and any Residual Apple Grove Assets), the Debtors will file with the Court, serve on the Notice Parties, the Proposed Assumed Contracts Notice. If a timely filed Cure Objection cannot otherwise be resolved by the parties, such objection may be heard by the Court at the applicable Sale Hearing or subsequent to the applicable Sale Hearing. The requirements set forth in Bankruptcy Rule 6004(a) are satisfied. The Debtors are authorized to take all steps necessary or appropriate to carry out the Order. A copy of the Bidding Procedures attached to the Order is available for free at: http://bankrupt.com/misc/M&G_USA_490_Order.pdf About M & G USA Corp Founded in 1953, the 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 M&G Chemicals S.A. -- is a producer of polyethylene terephthalate resin for packaging applications. PET is a plastic polymer produced principally from purified terephthalic acid and monoethylene glycol, and is used to manufacture plastic bottles and other packaging for the beverage, food and personal care industries. M & G USA Corporation, parent M&G Chemicals S.A. and 9 of its direct and indirect subsidiaries sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 17-12307) on Oct. 30, 2017. M & G USA estimated assets and debt of $1 billion to $10 billion. The Hon. Brendan L. Shannon is the case judge. The Debtors tapped Jones Day and Pachulski Stang Ziehl & Jones LLP as restructuring counsel; Alvarez & Marsal North America, LLC, as restructuring adviser; Rothschild Inc. as investment banker; and Prime Clerk, LLC, as claims and noticing agent. On Nov. 13, 2017, the U.S. Trustee for the District of Delaware appointed an official committee of unsecured creditors. MAGUMO CORP: Court Conditionally Approves Disclosure Statement -------------------------------------------------------------- Judge Mildred Caban Flores of the U.S. Bankruptcy Court for the District of Puerto Rico has conditionally approved the Disclosure Statement of Magumo Corp. that was filed on December 4, 2017. A hearing for the consideration of the final approval of the Disclosure Statement and the confirmation of the Plan and of such objections as may be made to either will be held on January 10, 2018 at 9:00 a.m. Acceptances or rejections of the Plan may be filed in writing by the holders of all claims on/or before 14 days prior to the date of the hearing on confirmation of the Plan. Any objection to the final approval of the Disclosure Statement and/or the confirmation of the Plan shall also be filed on/or before 14 days prior to the date of the hearing on confirmation of the Plan. The Debtor shall file with the Court the list of acceptances and rejections and the computation of the same, within 7 working days before the hearing on confirmation. A full-text copy of Judge Flores' order dated December 6, 2017 is available at: http://bankrupt.com/misc/prb17-01642-11-44.pdf About Magumo Corp. Magumo Corp sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 17-01642) on March 10, 2017. The petition was signed by Maria Francisca Rivera-Rivera, president. The case is assigned to Judge Mildred Caban Flores. At the time of the filing, the Debtor disclosed $545,052 in assets and $1.13 million in liabilities. The Debtor has a fee simple interest in a land located in Beatriz Ward, Caguas, Puerto Rico, with real properties used as "motel," valued at $500,000 subject to the liens of Banco Santander and CRIM. MAHIPAL RAVIPATI: Gamble Buying 2013 Mercedes ML350 for $28K ------------------------------------------------------------ Mahipal Ravipati asks the U.S. Bankruptcy Court for the Northern District of Alabama to authorize the private sale of 2013 Mercedes ML350, VIN 4JGDA5LB5DA16718, to Betty Jane Gamble for $28,000. The Vehicle is encumbered by a first priority tax lien recorded on July 1, 2013 and in favor of Alabama Department of Revenue ("ADOR") in the amount of $6,424, and a second priority tax lien recorded on May 17, 2016 and in favor of the Internal Revenue Service in the amount of $63,713. In the opinion of the Debtor's Estate, selling the Vehicle will benefit all parties-in-interest by liquidating a depreciating asset and facilitating the Debtor's timely satisfaction of tax liens that are senior to other debts of the Estate. Said sale, subject to Court approval, is to be conducted as a private sale to the Purchaser for the purchase price of $28,000, free and clear of liens. The Estate represents that it is an arms-length transaction, and that the Estate has no family or business connections with the Purchaser. The Estate has investigated the value of the asset and avers that the Purchase Price meets or exceeds the Vehicle's fair market value. All net sale proceeds will be paid directly to the Estate's bank account at closing, and will be reflected in the Estate's monthly Chapter 11 operating reports. Upon the sales proceeds being fully credited to the Estate's bank account, the Estate will immediately tender $6,424 to ADOR to satisfy its lien, and $21,576 to the IRS to partially satisfy its lien. No other persons or entities will share in any portion of the Purchase Price sales proceeds. The sale of the property is to become effective approximately on the 15th day after the Court's Order approving the sale becomes non-appealable or within any reasonable time thereafter to which the parties may agree. Mahipal Ravipati sought Chapter 11 protection (Bankr. N.D. Ala. Case No. 17-82502) on Aug. 24, 2017. The Debtor tapped Tazewell Shepard, Esq., at Tazewell Shepard, P.C., as counsel. Counsel for the Debtor: Kevin M. Morris, Esq. Tazewell T. Shepard, IV, Esq. SPARKMAN, SHEPARD & MORRIS, P.C. P.O. Box 19045 Huntsville, AL 35804 Telephone: (256) 512-9924 Facsimile: (256) 512-9837 MALLARD'S LANDING: Jan. 11 Disclosure Statement Hearing ------------------------------------------------------- Judge Andrew B. Altenburg Jr. of the U.S. Bankruptcy Court for the District of New Jersey has set the hearing on the adequacy of of Mallard's Landing Condominium Association's disclosure statement on January 11, 2018 at 10:00 a.m. Written objections to the disclosure statement shall be filed no later than 14 days prior to the hearing. A full-text copy of Judge Altenburg's order dated December 6, 2017 is available at: http://bankrupt.com/misc/njb17-26037-32.pdf About Mallard's Landing Condominium Mallard's Landing Condominium Association sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. N.J. Case No. 17-26037) on August 8, 2017. Mallard's Landing is represented by David A. Kasen, Esq. MANN REALTY: Jan. 25 Disclosure Statement Hearing ------------------------------------------------- Judge Robert N. Opel of the U.S. Bankruptcy Court for the Middle District of Pennsylvania has set the hearing to consider approval of Mann Realty Associates, Inc.'s amended disclosure statement on January 25, 2018 at 10:00 a.m. January 10, 2018 was fixed as the last day for filing and serving written objections to the amended disclosure statement. A full-text copy of Judge Opel's order dated December 6, 2017 is available at: http://bankrupt.com/misc/pamb17-bk-01334-220.pdf About Mann Realty Associates, Inc. Headquartered in Camp Hill, Pennsylvania, Mann Realty Associates, Inc., filed for Chapter 11 bankruptcy protection (Bankr. M.D. Pa. Case No. 17-01334) on March 31, 2017, estimating its assets at between $10 million and $50 million and its debts at between $1 million and $10 million. The petition was signed by Robert M. Mumma, II, its president. Judge Robert N. Opel II presides over the case. Craig A. Diehl, Esq., at the Law Offices of Craig A. Diehl, serves as the Debtor's bankruptcy counsel. Mann Realty previously filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No. 17-00080) on Jan. 10, 2017. The petition was a "pro se" filing, or case filed without attorney. The Debtor is an affiliate of Kimbob, Inc., which sought bankruptcy protection on March 1, 2017, Case No. 17-00836. METROPOLITAN DIAGNOSTIC: Seeks to Hire J & S as Accountant ---------------------------------------------------------- Metropolitan Diagnostic Imaging Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to hire J & S Accounting, Inc. as its accountant. The firm will assist the Debtor in preparing its tax returns and financial reports; provide advice regarding income tax; prepare cash flow projections for the Debtor's plan of reorganization; and provide other accounting services related to its Chapter 11 case. Jerry Wallace, a certified public accountant employed with J & S, will charge an hourly fee of $150. Prior to its bankruptcy filing, the Debtor paid J & S a pre-bankruptcy retainer in the sum of $5,000. Mr. Wallace disclosed in a court filing that he and his firm do not represent any interest adverse to the Debtor or its estate. The firm can be reached through: Jerry M. Wallace J & S Accounting, Inc. 205 W. Grand Avenue, Suite 106 Bensenville, IL 60106 Office: (773) 745-9696 Cell: (630) 965-1472 Fax: (773) 237-1108 About Metropolitan Diagnostic Imaging Inc. Based in Chicago, Illinois, Advanced Medical Imaging Center -- https://www.amic-chicago.com/ -- has been providing radiological services since 1985. Its services include diagnostic breast MRI, digital screening mammography, high field MRI/MRA, open MRI/MRA, digital general x-ray, ultrasound, multi-detector CT/CTA, DEXA and luoroscopy/arthrography. Metropolitan Diagnostic Imaging, Inc. d/b/a Advanced Medical Imaging, Inc. filed a Chapter 11 Petition (Bank. N.D. Ill. Case No. 17-35285) on November 28, 2017, disclosing $1 million to $10 million in both assets and liabilities. The petition was signed by Moqueet Syed, its president. The case is assigned to Judge Timothy A. Barnes. Gregory K. Stern P.C. is the Debtor's bankruptcy counsel. MICHAEL A. GRAL: Peter Margolis Estate Removed as Committee Member ------------------------------------------------------------------ The Office of the U.S. Trustee on Dec. 13 disclosed in a court filing that the Estate of Peter Margolis is no longer a member of the official committee of unsecured creditors in Michael Gral's Chapter 11 case. The remaining committee members are Bielinski Bros. Builders, Inc. and SB1 Cedarburg LLC. About Michael A. Gral Michael A. Gral sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D Wis. Case No. 16-21329) on February 20, 2016. On July 1, 2016, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Michael F. Dubis was appointed Chapter 11 examiner in the Debtor's case. MISSION RECREATION: Taps Sader Law Firm as Legal Counsel -------------------------------------------------------- Mission Recreation Inc. filed an amended application seeking approval from the U.S. Bankruptcy Court for the District of Kansas to hire The Sader Law Firm as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code; assist in the preparation of a plan of reorganization; and provide other legal services related to its Chapter 11 case. The firm's hourly rates are: Bradley McCormack $310 Jessica-Marie Hampton $225 Paralegal $100 SLF received a retainer of $22,000, plus $1,800 for the filing fees and associated costs. The firm and its attorneys are "disinterested" as defined in section 101(14) of the Bankruptcy Code, according to court filings. SLF can be reached through: Bradley D. McCormack, Esq. The Sader Law Firm 2345 Grand Boulevard, Suite 2150 Kansas City, MO 64108 Phone: 816-561-1818 Direct Dial: 816-595-1802 Fax: 816-561-0818 Email: bmccormack@saderlawfirm.com About Mission Recreation Inc. Privately held Mission Recreation Inc. owns a mini-golf course located at 5399 Martway, Mission, Kansas, valued at $306,000. Its gross revenue amounted to $939,284 in 2016, $1.26 million in 2015, and $1.82 million in 2014. Mission Recreation sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Kan. Case No. 17-22143) on November 3, 2017. Beverly A. O'Donnell, president, signed the petition. At the time of the filing, the Debtor disclosed $2.01 million in assets and $642,990 in liabilities. Judge Robert D. Berger presides over the case. MOSADI LLC: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Mosadi, LLC as of Dec. 15, according to a court docket. Headquartered in Tampa, Florida, Mosadi, LLC, filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 17-09328) on Nov. 1, 2017, estimating its assets at between $100,001 and $500,000 and its liabilities at between $500,001 and $1 million. Buddy D. Ford, Esq., at Buddy D. Ford, P.A., serves as the Debtor's bankruptcy counsel. MRI INTERVENTIONS: OKs Director Compensation Plan Revision ---------------------------------------------------------- As a result of a reduction in board size and increased responsibilities of the members of the Board of Directors of MRI Interventions, Inc. following the Company's 2017 annual meeting of stockholders, in order to continue to attract and retain qualified members of the Board and to compensate them appropriately for their services, the Compensation Committee of the Board engaged an independent compensation consultant to perform a benchmarking analysis, evaluating the Board's compensation relative to its peer companies and market compensation practices. Based on the results of the compensation consultant's analysis, the Compensation Committee of the Board recommended on Dec. 12, 2017, to the Board, and the Board approved an appropriate revision of the MRI Interventions, Inc. Non-Employee Director Compensation Plan, which had not been revised since 2013. Retainers and Meeting Fees The following table sets forth the fees to be paid to the non-employee directors of MRI Interventions: Board of Directors: Annual retainer per director $35,000 Annual retainer for chairperson $15,000 Audit Committee: Annual retainer for chairperson $15,000 Annual retainer for other members $7,500 Compensation Committee: Annual retainer for chairperson $10,000 Annual retainer for other members $5,000 Corporate Governance and Nominating Committee: Annual retainer for chairperson $6,000 Annual retainer for other members $3,000 A full-text copy of the Non-Employee Director Compensation Plan is available for free at https://is.gd/Rou3yq About MRI Interventions Irvine, California, MRI Interventions -- http://www.mriinterventions.com/-- is a medical device company that develops and commercializes innovative platforms for performing minimally invasive surgical procedures in the brain and heart under direct, intra-procedural magnetic resonance imaging, or MRI, guidance. From its inception in 1998 to 2002, the Company deployed significant resources to fund its efforts to develop the foundational capabilities for enabling MRI-guided interventions and to build an intellectual property portfolio. In 2003, the Company's focus shifted to identifying and building out commercial applications for the technologies we developed in prior years. MRI Interventions incurred a net loss of $8.06 million in 2016, compared to a net loss of $8.44 million in 2015. As of Sept. 30, 2017, MRI Interventions had $15.45 million in total assets, $8.17 million in total liabilities and $7.28 million in total stockholders' equity. Cherry Bekaert LLP, in Charlotte, North Carolina, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company incurred net losses during the years ended Dec. 31, 2016, and 2015 of approximately $8.1 million and $8.4 million, respectively. Additionally, the stockholders' deficit at Dec. 31, 2016, was approximately $756,000. These conditions raise substantial doubt about the Company's ability to continue as a going concern. NAKED BRAND: Lowers Net Loss to $900,000 in Third Quarter --------------------------------------------------------- Naked Brand Group, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $903,139 on $620,928 of net sales for the three months ended Oct. 31, 2017, compared to a net loss of $2.36 million on $551,494 of net sales for the same period in 2016. For the nine months ended Oct. 31, 2017, Naked Brand reported a net loss of $5.71 million on $1.74 million of net sales compared to a net loss of $8.20 million on $1.29 million of net sales for the nine months ended Oct. 31, 2016. As of Oct. 31, 2017, Naked Brand had $4.87 million in total assets, $936,892 in total liabilities and $3.94 million in total stockholders' equity. As of Oct. 31, 2017, the Company had cash totaling $2,170,665 and working capital of $3,861,459. The Company believes it has cash resources to fund its operations through the fourth quarter of fiscal 2018. The Company expects to incur significant further losses in the development of its business, which casts substantial doubt about the Company's ability to continue as a going concern. To remain a going concern, the Company will be required to obtain the necessary financing to pursue its plan of operation. According to the Company, "Management intends to continue to raise funds from equity and debt financings to fund our operations and objectives. However, we cannot be certain that financing will be available on acceptable terms or available at all. To the extent that we raise additional funds by issuing debt or equity securities or through bank financing, our existing stockholders may experience significant dilution. In addition, the terms of the Merger Agreement with Bendon may restrict us from pursuing any of these alternatives without first obtaining consents, which we may not be able to obtain on acceptable terms, or at all. If we are unable to raise funds when required or on acceptable terms, we may have to significantly scale back, or discontinue, our operations." Cash flows used in the Company's operating activities was $3,459,806 for the nine months ended Oct. 31, 2017, compared to $4,116,570 for the comparative period in 2016. The cash used in operations during the period was largely the result of a net loss for the period, offset by non-cash charges of $2,376,824 related to share based compensation charges. Cash flows used in the Company's investing activities was $nil for the nine months ended Oct. 31, 2017, compared to $7,779 for the comparative period in 2016. The cash used in investing during the comparative period was for the acquisition of intangible assets. Proceeds from financing activities during the nine months ended Oct. 31, 2017 included net proceeds of $5,307,233 received in connection with the issuance of shares in connection with the ATM. This was partially offset by repayment of $302,776 under a factoring arrangement and $253,000 in short term loans. Cash used in financing activities during the nine months ended Oct. 31, 2016 was $612,280, which included $600,000 for the repayment of convertible promissory notes, proceeds from convertible notes of $112,000 and $124,280 in net repayments under factoring arrangements. "We do not anticipate that we will expend any significant amount on capital expenditures like equipment over the next twelve months or enter into any other material commitments," the Company said. As of Dec. 14, 2017, there were 10,342,191 shares of the Company's common stock issued and outstanding. In addition, at Dec. 14, 2017, the total dilutive securities outstanding, including options and warrants was 4,684,701. A full-text copy of the Form 10-Q is available for free at: https://is.gd/mDlZrP About Naked Brand Group Naked Brand Group Inc. -- http://www.nakedbrands.com/-- was founded on one basic desire - to create a new standard for how products worn close to the skin fit, feel, and function. Currently featuring an innovative and luxurious collection of innerwear products, the Company plans to expand into additional apparel and product categories that exemplify the mission of the brand, such as activewear, swimwear, sportswear and more. Naked's women's and men's collections are available at www.wearnaked.com, as well as through some of the leading online retailers and department stores in North America, including Bloomingdale's, Dillard's, Soma, Saks Fifth Avenue, Amazon.com, and BareNecessities.com, among others. Renowned designer and sleepwear pioneer and Chief Executive Officer, Carole Hochman, leads Naked from its headquarters in New York City. Naked Brand reported a net loss of US$10.79 million for the year ended Jan. 31, 2017, compared with a net loss of US$19.06 million for the year ended Jan. 31, 2016. BDO USA, LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Jan. 31, 2017, stating that the Company incurred a net loss for the year ended Jan. 31, 2017, and the Company expects to incur further losses in the development of its business. This condition raises substantial doubt about the Company's ability to continue as a going concern. NEOPS HOLDINGS: January 18 Plan Confirmation Hearing ---------------------------------------------------- The Hon. Ann M. Nevins of the U.S. Bankruptcy Court for the District of Connecticut approved the Third Amended Disclosure Statement filed NEOPS Holdings, LLC and its affiliates on November 29, 2017. The hearing date to consider confirmation of the Plan is fixed on January 18, 2018 at 10:00 a.m. Written objections to the Plan, must be filed with the court no later than January 11, 2018. January 4, 2018 is fixed as the last day for returning written ballots of acceptance or rejection of the Plan. The Report of Ballots and Administrative Expenses must also be filed with the Court on or before January 16, 2018. About Neops Holdings, LLC Headquartered in Branford, Connecticut, New England Orthotic -- http://www.neops.net/-- is a provider of state-of-the-art orthotic and prosthetic patient care products and services in the eastern United States. The partnership was founded by certified orthotists and prosthetists who were dissatisfied with large impersonal corporations where the constant pressures of consolidation and cost containment can hamper effective patient care. NEOPS Holdings LLC and its affiliates including New England Orthotic and Prosthetic Systems, LLC, filed for Chapter 11 protection (Bankr. D. Conn. Lead Case No. 17-31017) on July 11, 2017. The petitions were signed by David Mahler, president and CEO. NEOPS Holdings estimated its assets at between $1 million and $10 million and its liabilities at between $10 million and $50 million. New England Orthotic estimated its assets at up to $50,000 and liabilities at between $1 million and $10 million. Judge Ann M. Nevins presides over the case. James Berman, Esq., and Joanna M. Kornafel, Esq., at Zeisler & Zeisler, P.C., serve as the Debtors' bankruptcy counsel. The Debtors hired Daniel O'Brien as their restructuring and financial advisor. On July 21, 2017, the U.S. Trustee for Region 2 appointed an official committee of unsecured creditors. The Committee hired Blakeley LLP, as counsel. NEOPS HOLDINGS: Miscellaneous Secured Claims Removed in Latest Plan ------------------------------------------------------------------- NEOPS Holdings LLC and its affiliates filed with the U.S. Bankruptcy Court for the District of Connecticut a third amended disclosure statement relating to their joint plan of reorganization. This latest plan removed the miscellaneous secured claims in Class 2. The previous plan proposed to pay Class 2 miscellaneous secured claims 100% of their allowed claim. The Troubled Company Reporter previously reported that SSG worked with the Company and its financial advisor to create a list of strategic and financial investors that were likely to consider acquiring the Company as a whole or in parts and have the financial wherewithal to consummate a transaction in an expeditious manner. A full-text copy of the Third Amended Disclosure Statement is available at: http://bankrupt.com/misc/ctb17-31017-261-2.pdf About Neops Holdings, LLC Headquartered in Branford, Connecticut, New England Orthotic -- http://www.neops.net/-- is a provider of state-of-the-art orthotic and prosthetic patient care products and services in the eastern United States. The partnership was founded by certified orthotists and prosthetists who were dissatisfied with large impersonal corporations where the constant pressures of consolidation and cost containment can hamper effective patient care. NEOPS Holdings LLC and its affiliates including New England Orthotic and Prosthetic Systems, LLC, filed for Chapter 11 protection (Bankr. D. Conn. Lead Case No. 17-31017) on July 11, 2017. The petitions were signed by David Mahler, president and CEO. NEOPS Holdings estimated its assets at between $1 million and $10 million and its liabilities at between $10 million and $50 million. New England Orthotic estimated its assets at up to $50,000 and liabilities at between $1 million and $10 million. Judge Ann M. Nevins presides over the case. James Berman, Esq., and Joanna M. Kornafel, Esq., at Zeisler & Zeisler, P.C., serve as the Debtors' bankruptcy counsel. The Debtors hired Daniel O'Brien as their restructuring and financial advisor. On July 21, 2017, the U.S. Trustee for Region 2 appointed an official committee of unsecured creditors. The Committee hired Blakeley LLP, as counsel. ONE HORIZON: Will Acquire Social-Media Platform 123Wish ------------------------------------------------------- One Horizon Group, Inc., has entered into a term sheet that includes the main provisions of the definitive agreements to acquire a majority interest in ONCE IN A LIFETIME LLC, d/b/a 123Wish. 123Wish in the Apple App Store and available next month on Google Play and www.123wish.com is a subscription-based, social-media platform that provides users with unique opportunities to enjoy personalized, dream experiences with some of the world's most renowned influencers, celebrities, professional athletes, fashion designers, and artists while supporting a diverse range of charities. By way of example, a 123Wish experience includes the chance to star in a Jake Paul YouTube video. Jake Paul's music video "It's Everyday Bro featuring Team 10" (Jake's team of relevant social media influencers) has over 160 million views and frequently released Jake Paul videos reach viewership in the tens of millions. 123Wish was co-founded in early 2016 by real estate mogul and serial technology entrepreneur Andrew Resnick who has developed and launched web properties that reach tens of millions of unique visitors a month and Natalia Diaz whose digital agency MOA Digital Works specializes in mobile and web commerce and gaming development for several Fortune 500 and other innovative company clients that rely on social-media monetization. Recognizing that fundamental to the 123Wish business model was building relationships with the most influential members of Generation Z, Natalia engaged Gen Z entrepreneur and venture capitalist Patrick Finnegan to harness those relationships and manifest the vision of being an authentic lifestyle brand that Gen Z wanted to embrace. Patrick brought his partners Jake Paul (more than 12 million YouTube subscribers and more than 10 million Instagram followers) and Cameron Dallas (more than 5 million YouTube subscribers and more than 20 million Instagram followers) and their venture capital fund, TGZ Capital, took a significant equity interest in 123Wish. Their involvement brought immediate momentum to the 123Wish business, which has access to more than 80 million internal and more than 300 million external subscribers and followers. "Subscribers, fans and likes have become a new form of currency and given the rapid expansion of cryptocurrency, we see a world where social media platform-based commerce and even charitable contribution will be driven by digital coins that allow for efficient and transparent transactions," said 123Wish co-founder Andrew Resnick. "Using coins as a vehicle for transfers of funds affords unique opportunities to educate the next generations about contributing to the greater good and social media is the perfect outlet to expand and support these systems." "While the agreement is subject to customary conditions including completion of due diligence and approvals, we expect to close in the first quarter of 2018 and we are confident the acquisition will be accretive in 2018," said One Horizon Group’s Founder and CEO, Mark White. "We are excited to be working with the 123Wish team and we are certain that this transaction will deliver significant value to OHGI shareholders." Each curated 123Wish experience supports a philanthropic cause of the celebrity or influencer's choosing or is randomly matched to a non-profit. Once the charitable contribution goal for an experience has been met and the timeframe for entry has expired, 123Wish randomly selects the winner. Subscribers have exclusive opportunities to interact with experience contributors and everyone who enters receives a specialized gift for participating. Corporate sponsors of the experiences include some of the world's most widely recognized brands that seek to connect with 123Wish subscribers and are aligned with the celebrity or influencer’s desire to make a positive social impact. "Social media influencers and celebrities are building brands with unprecedented reach given their ability to connect with their subscribers and fans on an emotional level," said 123Wish Co-Founder and CEO Natalia Diaz. "As I described in speaking with Forbes earlier this year, working with influencers gives advertisers the ability to more specifically address their target demographic as compared with traditional forms of advertising. In order to expand the reach of 123Wish and to give investors an opportunity to participate in the next wave of social media that speaks to Gen-Zers and Millennials who place a higher value on human experiences that contribute to the greater good than high-cost material items, we welcome the desire of One Horizon Group to allow us to further build our business as part of a NASDAQ-listed technology company." "In founding 123Wish, Natalia and I recognized that through our close friends and business contacts, we have access to some of the world’s most popular social media influencers, celebrities, professional athletes, fashion designers, and artists," added 123Wish Co-Founder Andrew Resnick. "We also realized that what attracted us to these people was a fundamental desire to contribute our talents to make the world a better place for everyone. 123Wish not only provides subscribers with the possibility of participating in one-of-a-kind experiences; the company has created an engaging community of talent and fans collaborating to take significant and lasting action on social issues. After spending time with One Horizon Group's Founder and CEO Mark White, we realized that our companies are philosophically aligned and that by combining our strengths, we will be able to build a stronger organizational foundation, expand our reach even further, and importantly, make a greater social impact for good." About One Horizon Group Based in Limerick, Ireland, One Horizon Group, Inc. (NASDAQ: OHGI) -- http://www.onehorizongroup.com/-- is a reseller of secure messaging software for the growing gaming, security and education markets including in China and Hong Kong. The Company's independent accountants Cherry Bekaert LLP, in Tampa, Fla., issued a "going concern" opinion in its report on the Company's consolidated financial statements for the year ended Dec. 31, 2016, stating that the Company has recurring losses and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. One Horizon reported a net loss of $5.54 million on $1.61 million of revenue for the year ended Dec. 31, 2016, compared to a net loss of $6.30 million on $1.53 million of revenue for the year ended in 2015. As of Sept. 30, 2017, One Horizon had $8.67 million in total assets, $4.25 million in total liabilities and $4.42 million in total stockholders' equity. According to the Company's Form 10-Q for the period ended Sept. 30, 2017, "[T]he Company will pursue its revised operations and business plan. The Company expects to incur further non cash losses in 2017 which, when combined with any costs incurred in pursuing acquisition of new businesses, may generate negative cash flows. As of September 30, 2017, the Company did not have any available credit facilities. As a result, it is in the process of seeking new financing by way of sale of either convertible debt or equities. While it has been successful in the past in obtaining the necessary capital to support its investment and operations, there is no assurance that it will be able to obtain additional financing under acceptable terms and conditions, or at all. In the event that the Company is unable to obtain sufficient additional funding when needed in order to fund operations, it would not be able to continue as a going concern and may be forced to severely curtail or cease operations and liquidate the Company." ONE HORIZON: Zhanming Wu Hikes 52.99% Stake as of Nov. 27 --------------------------------------------------------- Zhanming Wu reported in a Schedule 13D/A filed with the Securities and Exchange Commission that as of Nov. 27, 2017, he beneficially owned 15,129,630 shares of common stock of One Horizon Group, constituting 52.99 percent of the shares outstanding. This percentage is calculated based upon 28,418,271 shares of the Issuer's common stock outstanding as of Dec. 14, 2017, based on information provided to Mr. Wu by One Horizon, plus an additional 129,630 shares of the Issuer's common stock, in aggregate, issuable upon the exercise of the Class C Warrant and the Class D Warrant by the Reporting Person. On Nov. 27, 2017, pursuant to the terms of a letter, dated Sept. 14, 2017, Mark B. White, the owner of 555,555 shares of One Horizon's Series A-1 Convertible Preferred Stock, transferred to Mr. Wu 2,000,000 shares of Common Stock immediately after the allocation of 4,000,000 shares of Common Stock to Mr. White in connection with the Exchange as consideration for Mr. Wu's previous contribution to Mr. White of $250,000 to be used in connection with Mr. White's initial purchase of the Preferred Shares. The Issuer had previously entered into an agreement with Mr. White pursuant to which the Issuer agreed to issue to Mr. White 4,000,000 shares of Common Stock, together with a promissory note in the principal amount of $500,000 bearing interest at a rate of 7% per annum payable on Aug. 31, 2019, in exchange for the Preferred Shares and the accrued but unpaid dividends thereon. The Exchange took place on Nov. 27, 2017. On Nov. 27, 2017, pursuant to the terms of the Purchase Agreement, Mr. Wu converted $3,000,000 of the $3,500,000 in face amount of the Convertible Debenture, together with all accrued but unpaid interest on the entire principal amount of the Convertible Debenture, in exchange for 13,000,000 shares of Common Stock. In addition, upon conversion of the $3,000,000 portion of the Convertible Debenture, the balance of the Convertible Debenture was deemed cancelled, and the Issuer issued to Mr. Wu a $500,000 promissory note bearing interest at the rate of 7% per annum payable on Aug. 31, 2019. The applicable rules of the Nasdaq OMX Market required stockholder approval for (1) the issuance to Mr. White of 4,000,000 shares of Common Stock in the Exchange and (2) the issuance to the Reporting Person of 13,000,000 shares of Common Stock upon conversion of the Convertible Debenture because the number of shares to be issued would represent in excess of 20% of the shares of Common Stock then outstanding. On Oct. 24, 2017, by written consent, and as disclosed in the Issuer's Information Statement on Schedule 14C, filed with the Securities and Exchange Commission on Nov. 6, 2017, holders of a majority of the Issuer's outstanding shares of Common Stock approved the issuance to Mr. White of 4,000,000 shares of Common Stock in the Exchange. Therefore, all conditions material to the Reporting Person's acquisition of 2,000,000 shares of Common Stock in connection with the White Letter had occurred as of Oct. 24, 2017. In addition, the Written Consent included stockholder approval for the issuance to the Reporting Person of 13,000,000 shares of Common Stock upon conversion of the Convertible Debenture. The Issuer mailed the Information Statement to its stockholders on or about Nov. 6, 2017 advising them of the transactions approved by the Written Consent. Under applicable rules of the Securities and Exchange Commission, the Issuer could not issue the shares issuable to Mr. White in the Exchange and issuable to the Reporting Person upon conversion of the Convertible Debenture prior to Nov. 27, 2017. A full-text copy of the regulatory filing is available at: https://is.gd/ni9MTm About One Horizon Group Based in Limerick, Ireland, One Horizon Group, Inc. (NASDAQ: OHGI) -- http://www.onehorizongroup.com/-- is a reseller of secure messaging software for the growing gaming, security and education markets including in China and Hong Kong. The Company's independent accountants Cherry Bekaert LLP, in Tampa, Fla., issued a "going concern" opinion in its report on the Company's consolidated financial statements for the year ended Dec. 31, 2016, stating that the Company has recurring losses and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. One Horizon reported a net loss of $5.54 million on $1.61 million of revenue for the year ended Dec. 31, 2016, compared to a net loss of $6.30 million on $1.53 million of revenue for the year ended in 2015. As of Sept. 30, 2017, One Horizon had $8.67 million in total assets, $4.25 million in total liabilities and $4.42 million in total stockholders' equity. According to the Company's Form 10-Q for the period ended Sept. 30, 2017, "[T]he Company will pursue its revised operations and business plan. The Company expects to incur further non cash losses in 2017 which, when combined with any costs incurred in pursuing acquisition of new businesses, may generate negative cash flows. As of Sept. 30, 2017, the Company did not have any available credit facilities. As a result, it is in the process of seeking new financing by way of sale of either convertible debt or equities. While it has been successful in the past in obtaining the necessary capital to support its investment and operations, there is no assurance that it will be able to obtain additional financing under acceptable terms and conditions, or at all. In the event that the Company is unable to obtain sufficient additional funding when needed in order to fund operations, it would not be able to continue as a going concern and may be forced to severely curtail or cease operations and liquidate the Company." OPC MARKETING: Can Continue Using Cash Collateral Until March 2018 ------------------------------------------------------------------ Judge Stacey G. C. Jernigan of the U.S. Bankruptcy Court for the Northern District of Texas authorized OPC Marketing, Inc., to use the cash collateral of the Internal Revenue Service through March 31, 2018, on a final basis. The use of cash collateral will continue after the March 31, 2018, if the Debtor submits additional monthly budgets to the IRS for its approval, and such subsequent budgets are approved by the IRS. The Subsequent Budgets will detail the Debtor's proposed continued use of cash collateral to pay its ordinary operating expenses. In addition to the items on the Budget, the Debtor may pay to the U.S. Trustee and to the Bankruptcy Clerk any fees assessed by either, and any fees and expenses included and allowed by the Court to: (a) the Debtor's counsel; (b) counsel for any official creditors' committee appointed by the U.S. Trustee; and (c) any healthcare ombudsman appointed under Section 333 of the Bankruptcy Code. The Secured Creditors are granted valid, binding, enforceable and automatically perfected liens co-extensive with their prepetition liens, all currently owned or hereafter acquired property and assets of the Debtor, of the same kind or nature they had prepetition. Said replacement liens will have the same priority as any existing prepetition liens, and is being given to the extent of any decrease in value of the property and cash collateral as a result of the Debtor's postpetition use. In addition, the Debtor is required, among other things, to: (a) maintain a Debtor-in-Possession Account, which will contain all operating revenues and any other source of cash constituting cash collateral, which is generated by and is attributable to the Collateral. During the cash use period, the Debtor will maintain an accounting of all funds deposited into the DIP Account. (b) stay current on payment of all its post-petition payroll taxes and post-petition payroll deposits; (c) timely file all of its post-petition employment tax returns; (d) timely file all federal tax returns and pay all post-petition federal taxes; (e) provide proof of Federal Trust Fund Deposits within 3 days of their deposit to Leo Carey at the IRS via facsimile at 888/301-8227 and to Donna Webb, IRS Counsel; (f) allow the inspection of the collateral, including the Debtor's books and records at any time upon reasonable notice from the IRS; and (g) pay to the IRS $2,000 per month commencing on December 15, 2017 as adequate protection for its secured claim. This payments will continue each month until (i) termination of the Order by its terms; (ii) further order of the Court; or (iii) confirmation of any plan of reorganization in this chapter 11 proceeding. (h) maintain insurance throughout the Debtor's bankruptcy case and deliver to the IRS proof that the collateral is adequately insured against risk of loss. A full-text copy of the Order is available at: http://bankrupt.com/misc/txnb17-34095-22.pdf About OPC Marketing OPC Marketing, Inc., owner and operator of a software sales and service business, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. Case No. 17-34095) on Nov. 1, 2017. Michael Honochowicz, CEO, signed the petition. The Debtor is represented by Eric A. Liepins, Esq., at Eric A. Liepins, P.C., in Dallas. At the time of filing, the Debtor estimated at least $50,000 in assets and $500,000 to $1 million in liabilities. ORWELL TRUMBULL: Hires Forbes Law as Bankruptcy Counsel ------------------------------------------------------- Orwell Trumbull Pipeline Co LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Ohio (Cleveland) to employ Glenn E. Forbes, of Forbes Law LLC, as the attorney for the Debtor in Possession in this Chapter 11 case. Services to be rendered by Forbes Law are: a. advise the Debtor as to its rights, duties and powers as a Debtor in Possession; b. prepare and file the Statements, Schedules, Plans and other documents and pleadings necessary to be filed by the Debtor in this case; c. represent the Debtor at all hearings, meetings of creditors, conferences, trials, and other proceedings in this case; and D. perform other legal services as may be necessary in connection with this case. Forbes Law will charge $350 per hour for time spent in Court and for other time spent by the attorney, and $125 per hour for time spent by paralegals of the firm. Glenn E. Forbes attests that he and his law firm are disinterested persons, as that term is defined in the 11 U.S.C. Sec. 101(14) of the Bankruptcy Code, and do not hold or represent an interest adverse to the estate with respect to the matter on which they are proposed to be employed. The Counsel can be reached through: Glenn E. Forbes, Esq. FORBES LAW LLC 166 Main Street Painesville, OH 44077 Phone: 440-357-6211 About Orwell-Trumbull Pipeline Based in Willoughby, Ohio, Orwell-Trumbull Pipeline Co., LLC, engineers, installs, constructs, and inspects electronic measuring equipment for the natural gas industry. Orwell-Trumbull filed a Chapter 11 petition (Bankr. N.D. Ohio Case No. 17-17135) on Dec. 4, 2017. The petition was signed by Richard M. Osborne, its managing member. Judge Arthur I. Harris presides over the case. Glenn E. Forbes, Esq. at Forbes Law LLC represents the Debtor as counsel. At the time of filing, the Debtor estimated $10 million to $50 million both in assets and liabilities. PAL HEALTH: PR Manufacturing Buying Assets for $275K ---------------------------------------------------- PAL Health Technologies, Inc., asks the U.S. Bankruptcy Court for the Central District of Illinois to authorize the sale of all or a portion of its assets and business operations to PR Manufacturing Enterprises, LLC for $275,000, subject to overbid. The Debtor asks the Court to ser the hearing on the Motion for Jan. 8, 2018. For several months, the Debtor has actively solicited potential purchasers for all or a portion of its assets and business operations. It also approached a business broker about its potential prospects for a sale through additional marketing time and expenditures. The Proposed Buyer and the Debtor have entered into the Asset Purchase Agreement for the sale of the Assets. The Proposed Buyer has offered the sum of $275,000 for the Assets, free and clear of any and all liens, claims or interests. The Proposed Buyer will tender funds to Shareholder in the amount of $25,000 in consideration and in exchange for the Shareholder's execution of the Noncompetition Agreement. As detailed in the APA, certain assets of the Debtor including accounts receivable, cash and cash equivalents would be excluded from the sale and are expected to produce additional funds for the creditors in the case. In addition, the Proposed Buyer will have the right, prior to the closing of the Sale, to designate which executory contracts and unexpired leases the Debtor will assume and assign to the Buyer, from the list of Executory and Other Contract Rights contained in the APA. Such Executory Contracts are a part of the Assets proposed to be transferred and assigned. Any and all cure costs associated with the Executory Contracts designated to be assumed and assigned, will be satisfied from the proceeds of the Sale. The Proposed Buyer anticipates additional costs in its due diligence and has incurred substantial attorney fees and other costs in preparation and negotiation of the APA. Such costs could easily be in excess of $20,000. In light of the foregoing, in order to induce the Buyer to enter into the Agreement, the Proposed Buyer required (and the Debtor agreed to grant), a Break-Up Fee for reimbursement of its described expenses in the amount of $20,000 in the event that the Court requires competitive bidding and the Proposed Buyer is not the successful purchaser. A copy of the APA attached to the Motion is available for free at: http://bankrupt.com/misc/PAL_Health_29_Sales.pdf The Debtor's decision to sell the Assets is based upon the reasonable exercise of its sound business judgment. The APA represents the highest offer thus far. As is made clear by the foregoing, the consideration to be received for the Assets is fair and reasonable. Based upon the foregoing facts, it respectfully submits that the decision to enter into the APA to sell the Assets resulted from the reasonable exercise of its business judgment. Accordingly, the Debtor asks the Court to approve the relief sought. Time is of the essence in approving and closing the Sale, and any unnecessary delay in closing the Sale could result in the collapse of the Sale. Accordingly, the Debtor asks the Court to waive the 14-day period staying any order to sell property of the estate imposed by Bankruptcy Rules 6004(h) and 6006(d). 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 Nov. 30, 2017. Kimberly S. Chaney, general manager, signed the petition. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of $1 million to $10 million. Judge Thomas L. Perkins presides over the case. The Debtor's attorneys: Sumner A. Bourne Rafool, Bourne & Shelby P.C. 411 Hamilton, Suite 1600 Peoria, IL 61602 Telephone: (309) 673-5535 Facsimile: (309) 673-5537 E-mail: sbnotice@mtco.com PREMIER INVESTMENT: Taps J.P. Weigand as Real Estate Broker ----------------------------------------------------------- Premier Investment Company II, LLC received approval from the U.S. Bankruptcy Court for the District of Kansas to hire J.P. Weigand & Sons, Inc. as its real estate broker. The firm will assist the Debtor in connection with the sale of its property located in Wichita, Sedgwick County, Kansas. The Debtor owns approximately 25.7 acres of ready-to-build land. J.P. Weigand will get a commission of 10% of the gross sales price if a purchase contract is fully executed on the entire property within 30 days of the effective date of the agreement. If a purchase contract is fully executed on the entire property more than 30 days after the effective date of the agreement, the firm will get a commission of 6% of the gross sales price. For any individual parcel that is sold for a price equal to or greater than $3.50 per square foot, J.P. Weigand will get a commission of 10% of the gross sales price for such parcel. Dawn Truman, a broker employed with J.P. Weigand, disclosed in a court filing that her firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Dawn A. Truman J.P. Weigand & Sons, Inc. 150 N. Market Street Wichita, KS 67202 Phone: 316-292-3991 About Premier Investment Company II Premier Investment Company II, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Kan. Case No. 17-21794) on September 17, 2017. David Hoff, its manager, signed the petition. Premier Investment Company II is a single asset real estate (as defined in 11 U.S.C. Sec. 101(51B)) whose principal assets are located in Wichita, Kansas. It is an affiliate of CIP Investment Properties, LLC, which sought bankruptcy protection (Bankr. D. Kan. Case No. 12-21952) on July 17, 2012. At the time of the filing, Premier Investment Company II disclosed that it had estimated assets and liabilities of $1 million to $10 million. Judge Robert D. Berger presides over the case. Bryan Cave LLP is the Debtor's bankruptcy counsel. PROTEA BIOSCIENCES: Proposes to Sell or Abandon De Minimis Assets ----------------------------------------------------------------- Protea Biosciences, Inc., and Protea Biosciences Group, Inc., ask the U.S. Bankruptcy Court for the Northern District of West Virginia to authorize the procedures for the sale, transfer, or abandonment of their surplus, obsolete, non-core, or burdensome assets of de minimis value. In the normal course of its operations, the Debtors come into possession of certain assets that: (i) are no longer required for the operation of its business; (ii) their operational restructuring has rendered obsolete, excessive, or burdensome; or (iii) they've determined, after evaluating holding and maintenance costs, are of marginal or no value to their estate. Moreover, they anticipate that, during the course of the Chapter 11 case, additional property will be deemed De Minimis Assets as a result of its ongoing restructuring efforts. In certain cases, the Debtors believe they can sell the De Minimis Assets profitably for the benefit of its estate. It is important for them to have a cost-effective procedure in place to harness the value of such assets while minimizing administrative costs. In the event they're able to locate buyers for such assets, it is likely that the proposed buyers' offers will be conditioned on a quick sale and a process with minimum costs and expenses. The Debtors ask authority to sell De Minimis Assets on an expedited basis without need for obtaining further Court approval so long as the transaction, and notice thereof, falls within the parameters they proposed. Additionally, to the extent the De Minimis Assets cannot be sold at a price greater than the cost of liquidating such assets, they ask authority to abandon such De Minimis Assets in accordance with these cost-effective procedures. The Debtors propose to sell or transfer each of the De Minimis Assets for the highest and best offer received, taking into consideration the exigencies and circumstances of each such sale or transfer, under these procedures: a. With regard to sales or transfers of the De Minimis Assets in any individual transaction or series of related transactions to a single buyer or group of related buyers with an aggregate selling price1 equal to or less than $5,000: (i) The Debtors are authorized to consummate such transaction(s) if the Debtors determine in the reasonable exercise of their business judgment that such sales or transfers are in the best interest of the estate without further order of the Court or notice to any party; and (ii) Any such transaction(s) will be free and clear of all Liens, with such Liens attaching only to the sale or transfer proceeds with the same validity, extent, and priority as had attached to the De Minimis Assets immediately prior to such sale or transfer. b. With regard to sales or transfers of the De Minimis Assets in any individual transaction or series of related transactions to a single buyer or group of related buyers with an aggregate selling price greater than $5,000 and up to or equal to $15,000: (i) The Debtors are authorized to consummate such transaction(s) if they determine in the reasonable exercise of their business judgment that such sales or transfers are in the best interests of the estate, subject to the procedures set forth herein; (ii) Any such transaction(s) will be free and clear of all immediately prior to such sale or transfer; (iii) The Debtors will give written notice by first class mail of each such sale (the "Sale Notice") to (1) the U.S. Trustee; (2) counsel to any creditors' committee; (3) counsel to the lender providing DIP financing; and (4) any known affected creditor asserting a Lien on the De Minimis Asset subject to sale; (iv) The content of the Sale Notice will consist of (1) identification of the De Minimis Assets being sold or transferred, (2) identification of the purchaser of the assets, (3) the purchase price, and (4) the significant terms of the sale or transfer agreement, including, but not limited to, any payments to be made by the Debtors on account of commission fees to agents, brokers, auctioneers, and liquidators; (v) If no written objections from any of the Notice Parties are filed with the Court within seven days after service of such Sale Notice, then the Debtors are authorized to immediately consummate such sale or transfer; and (vi) f any Notice Party files a written objection to any such sale or transfer with the Court within seven days after receipt of such Sale Notice, then the relevant De Minimis Asset will only be sold or transferred if the objection is withdrawn or upon submission of a consensual form of order or stipulation resolving the objection as between the Debtors and the objecting party or further order of the Court after notice and a hearing. To the extent such De Minimis Assets cannot be sold at a price greater than the cost of liquidating such assets, the Debtors ask authority to abandon such De Minimis Assets in accordance with these procedures: a. The Debtors will give written notice of the abandonment to the Notice Parties; b. The Abandonment Notice will contain a (i) reasonably detailed description of the De Minimis Assets to be abandoned, (ii) the Debtor's reasons for such abandonment, and (iii) any payments to be made by the Debtor in connection with such abandonment including, but not limited to, commission fees to agents, brokers, auctioneers, and liquidators; c. If no written objections from any of the Notice Parties are filed with the Court within seven days after the date of receipt of such Abandonment Notice, then the Debtors are authorized to immediately proceed with the abandonment; and d. If a written objection from any Notice Party is filed with the Court within seven days after receipt of such Abandonment Notice, then the relevant De Minimis Assets will only be abandoned upon either the consensual resolution of the objection by the parties in question or further order of the Court after notice and a hearing. Additionally, during the Chapter 11 cases, the Debtors will provide a written report or reports, within 30 days after each calendar quarter (to the extent De Minimis Asset Sales or Abandonments were consummated for the relevant quarter), concerning any such sales, transfers, or abandonments made pursuant to the relief requested (including the names of the purchasing parties and the types and amounts of the sales) to the Notice Parties and those parties requesting notice pursuant to Bankruptcy Rule 2002; provided that the Debtor will have no additional or further reporting obligations with respect to sales of De Minimis Assets following the Debtors' filing a report pursuant to the Order 30 days after confirmation of a chapter 11 plan. The Debtor propose to streamline the process and shorten the applicable notice periods as described to maximize the net value realized from sales of De Minimis Assets. Prior to, and during the course of the Chapter 11 case, the Debtors have and continue to identify operations and facilities that do not add value to its estate, necessarily creating the need to dispose of facilities, equipment, fixtures, and other assets. To that end, they have proposed the Procedures, whereby it can consummate the sale, effectuate the transfer of, or abandon the De Minimis Assets during the pendency of the Chapter 11 case. If the requested relief is granted, the Debtors will be able to avoid many unnecessary costs associated with operating, storing, maintaining and liquidating De Minimis Assets that have little to no commercial value to the Debtors' going-forward business. Accordingly, they ask the Court to approve the relief sought. 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 Dec. 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. Buchanan Ingersoll & Rooney LLP, is the Debtors' bankruptcy counsel, with the engagement led by Christopher P. Schueller. Compass Advisory Partners, LLC, is the Company's restructuring advisor. PROTEA BIOSCIENCES: Seeks Approval on $475K Financing, Cash Use --------------------------------------------------------------- Protea Biosciences, Inc., and Protea Biosciences Group, Inc., seek authorization from the U.S. Bankruptcy Court for the Northern District of West Virginia to obtain senior secured postpetition financing up to an aggregate principal amount of $475,000 through a single draw term loan and to use cash collateral. The Debtors require immediate access to liquidity to ensure that it can continue operating during these chapter 11 cases, preserve the value of their estates for the benefit of their creditors, stakeholders, and parties-in-interest, and effectuate a sale of all or substantially all of their assets in connection with a sale(s) under section 363 of the Bankruptcy Code to be completed within the first sixty days after the commencement of this case. The Debtors have secured a commitment from Summit Resources, Inc. to provide the additional $475,000 DIP Facility to ensure that the Debtors' ongoing business operations -- and overall value of the Debtors' estates -- can be preserved pending the forthcoming going concern sales. The Debtors intend to use the proceeds of the DIP Facility in accordance with a budget, among other things, to: (a) honor payroll, tax, 401(k) and healthcare obligations for the Debtors’ employees; (b) cover operational expenses, such as rent, utilities, and diagnostic operations; and (c) compensate the Debtors' retained and approved professionals and cover the costs of the chapter 11 cases. The material terms of the DIP Facility: A. Interest Rate: 15% per annum B. Default Interest Rate: 5% in excess of the otherwise applicable interest rate C. Commitment: Summit Resources agrees to make the DIP Loan to the Debtors in the initial principal amount not to exceed $475,000, payable to the Debtors in one installment upon the entry of the Interim Order. Notwithstanding the foregoing, upon the written request of the Debtors' key employees during the term of the DIP Agreement, the Summit Resources may, in its sole discretion, advance up to an additional $700,000 thereby making the aggregate amount of the DIP Facility $1,175,000 to fund operational use and capital expenditures in the Debtors' diagnostic business. D. To secure the Indebtedness due and owing to Summit Resources will receive the following: (a) As consideration for the DIP Facility and a security for all of Summit Resources' indebtedness: (i) a junior lien on any and all of the Debtors' equipment that is encumbered by an existing lien as of the Petition Date in favor of any party other than Summit Resources; and (ii) first priority liens on and security interests in any and all of the Debtors' other assets, including any and all claims and causes of action that exist or may exist against Summit Resources. (b) A superpriority administrative expense claims of the kind contemplated in Section 507(b) of the Bankruptcy Code as consideration for the DIP Facility. Parties with an interest in the cash collateral or collateral that will be used to secure the DIP Facility will receive replacement liens on the collateral securing such claims, all rights reserved with respect to the validity, priority, extent and enforceability of such claims. 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. PS SYSTEMS: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of PS Systems, Inc. as of Dec. 13, according to a court docket. About PS Systems Inc. Based in Greenwood Village, Colorado, PS Systems Inc. holds several patents and cross-licensing agreements for the use of patents to develop underground reservoirs. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 17-20197) on November 3, 2017. Stan Peters, its president, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets and liabilities of less than $500,000. Judge Michael E. Romero presides over the case. Kutner Brinen, P.C. is the Debtor's legal counsel. REBECCA SHIRLEY: Selling Crittenden Real & Personal Property ------------------------------------------------------------ Rebecca Ann Shirley asks the U.S. Bankruptcy Court for the Eastern District of Arkansas to authorize the sale of tracts of real property and personal property located in Crittenden County, Arkansas free and clear of liens, claims and encumbrances. Objections, if any, must be filed within 21 days from the date of the filing of the Motion. The Debtor owns this real property located in Crittenden County, Arkansas: a. Tract 1: 234 W Barton Ave., West Memphis, AR; Crittenden County Tax Assessor parcel ID number: 35-50-29; b. Tract 2: 330 W. Barton Ave., West Memphis, AR; Crittenden County Tax Assessor parcel ID number: 35-50-54; c. Tract 3: 4503 E. Broadway St., West Memphis, AR; Crittenden County Tax Assessor parcel ID number: 35-59-10 & 39-58-241; d. Tract 4: (i) Parcel A - All of Lots 75 & 82; all of Lot 74, except the South 100.2 feet; all of Lot 83, except the South 100.2 feet, in the M.P. Horsley Addition to the City of West Memphis, Arkansas, as shown by plat of record in Plat Book 1, Pages 4 & 5, records of Crittenden County, Arkansas; (ii) Parcel B - the fractional Southeast Quarter ("SPA") of Section 15, Township 6 North, Range 9 East, records of Crittenden County, Arkansas; and (iii) Parcel C - 204 S. 4th, 0 Bridgeport Rd., & 0 Gary Rd, Arkansas; Crittenden County Tax Assessor parcel ID number: 36-50-89, 10-55-49 & 10-54-93; e. Tract 5: 47 Acres as shown at the Crittenden County Tax Assessor; Crittenden County Tax Assessor parcel ID number: 10-56-77 f. Tract 6: (i) Parcel 1 - that portion of the NE 1/4 NW 1/4 of Section 13 and SE 1/4 SW 1/4 of Section 12, T6N, R9E, of the 5th P.M., Crittenden County, Arkansas; (ii) Parcel 2 - that portion of the SE 1/4 SW 1/4 of Section 12, T6N, R9E of the 5th P.M., Crittenden County, Arkansas; and (iii) 0 Bridgeport Road, 0 Dacus Lake Rd. & 0 Hope-Vance-Foley, Arakansas; Crittenden County Tax Assessor parcel ID number: 10-55-02; 10-55-04; 10-55-16; 2012-69-27; 2012-69-28; 2012-69-32 and 2012-69-33; g. Tract 7: 0 Dacus Lake Rd., West Memphis, AR; Crittenden County Tax Assessor parcel ID number: 10-55-05; and h. Tract 8: 107 S. 22nd., West Memphis, AR; Crittenden County Tax Assessor parcel ID number: 37-02-51. In addition, the DIP is owner of the personal property consisting of farming and business equipment and supplies. The Debtor proposes to liquidate the Property and use the proceeds to (i) pay creditors with a secured interest in the Property, and (ii) pay administrative expenses and others as approved by the Court. The sale is to be made subject to the approval of the Court. The Debtor asks the Court to authorize her to proceed to close and consummate the sale as expeditiously as possible. Counsel for Debtor: Warren E. Dupwe, Esq. WARREN E. DUPWE, P.A. 300 W. Jefferson Jonesboro, AR 72401 Telephone: (870) 935-5845 E-mail: wdupwe@rittermail.com Rebecca Ann Shirley sought Chapter 11 protection (Bankr. E.D. Ark. Case No. 17-15993) on Nov. 6, 2017. The Debtor tapped Warren E. Dupwe, Esq., at Warren E. Dupwe, P.A., as counsel. REGIS GALERIE: Amended Lease Contract with Grand Canal Approved --------------------------------------------------------------- Judge Gary Spraker of the U.S. Bankruptcy Court for the District of Nevada authorized Regis Galerie, Inc. (i) to enter into Second Amendment to Grand Canal Shoppes Lease with Grand Canal Shops II, LLC and (ii) to assume the Lease as amended by the Second Lease Amendment. A hearing on the Motion was held on Dec. 6, 2017 at 9:30 a.m. The Debtor is authorized to assume the Grand Canal Shoppes Storage Licenses as amended by the Second Lease Amendment. The Grand Canal Shoppes Lease and the Grand Canal Shoppes Storage Licenses as amended by the Second Lease Amendment are deemed to be assumed on upon the entry of a final, non-appealable order confirming the Debtor's Plan of Reorganization dated Oct. 6, 2017. About Regis Galerie Regis Galerie, Inc., is a retail seller of museum quality works of art, luxurious home furnishings, fine jewelry and prestigious collectibles. It is third generation family-owned and operated business. Regis Galerie filed a Chapter 11 petition (Bankr. D. Nev. Case No. 16-14899) on Sept. 5, 2016. The petition was signed by Samuel Dweck, 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 Laurel E. Davis. The Debtor is represented by Bryan M. Veillion, Esq., at Marquis Aurbach Coffing, and Michael L. Gesas, Esq., at Arnstein & Lehr, LLP. On Oct. 6, 2017, the Debtor filed the Debtor's Plan of Reorganization. On Oct. 24, 2017, it filed a Revised Amended Disclosure Statement to the Debtor's Plan of Reorganization. The Court has conditionally approved the Disclosure Statement. A combined hearing on final approval of the Disclosure Statement and confirmation of the Plan is scheduled for Dec. 6, 2017. RELIABLE HUMAN: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Reliable Human Services, Inc., as of Dec. 15, according to a court docket. Reliable Human Services is represented by: Steven B. Nosek, Esq. Steven B. Nosek, P.A. 2855 Anthony Lane S, Suite 201 St. Anthony, MN 55418 Email: snosek@noseklawfirm.com About Reliable Human Services Reliable Human Services, Inc. was incorporated on October 24, 2006 in Minnesota. The Debtor provides home health care services for clients who require assistance on a daily basis while living in their home or with a family member. It provides care for clients on Medical Assistance, UCare, Medica and BlueCross. Reliable Human Services sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Minn. Case No. 17-43375) on November 7, 2017. Christian K. Kolleh, president, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $500,000 and liabilities of less than $1 million. Judge Katherine A. Constantine presides over the case. Steven B. Nosek, P.A. is the Debtor's bankruptcy counsel. ROLLING HILLS: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------- The Office of the U.S. Trustee on Dec. 13 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Rolling Hills Farm Investments, LLC. Rolling Hills is represented by: Stan H. Anker, Esq. Anker Law Group, P.C. 1301 West Omaha Street, Suite 207 Rapid City, SD 57701 Tel: 605-718-7050 Fax: 605-718-0700 Email: sanker@rushmore.com About Rolling Hills Farm Investments Rolling Hills Farm Investments, LLC is a privately-held gambling company headquartered in Woonsocket, with its principal assets located at 623-629 Main Street Deadwood, South Dakota. Rolling Hills sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. S.D. Case No. 17-50240) on November 1, 2017. Brian E. Holcomb, president, signed the petition. Judge Charles L. Nail, Jr. presides over the case. At the time of the filing, the Debtor disclosed that it had estimated assets and liabilities of $1 million to $10 million. RUMSEY LAND: Taps Haddon Morgan as Special Litigation Counsel ------------------------------------------------------------- Rumsey Land Co., LLC seeks approval from the U.S. Bankruptcy Court for the District of Colorado to hire Haddon, Morgan and Foreman, PC as its special litigation counsel. The firm will represent the Debtor in a case it filed against Resource Land Holdings LLC, Sorin National Resource Partners LLC, and Pueblo Bank & Trust Company LLC. The Debtor asserts claims for fraud, breach of contract and negligence. The case is ongoing in the U.S. District Court in Colorado (Civil Action No. 16CV2117). Haddon will charge 50% of its hourly rates: Members $250 per hour Associates $162.50 per hour Paralegals/Law Clerks $75 per hour Moreover, the firm will be paid 20% of the amount awarded to the Debtor in the adversary case whether by settlement or judgment; and $50,000 of the $125,000 financing to be provided by RLF2. Jeffrey Pagliuca, Esq., disclosed in a court filing that his firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Jeffrey S. Pagliuca, Esq. Haddon, Morgan and Foreman, PC 150 East 10th Avenue Denver, CO 80203 Phone: 303-831-7364 Email: jpagliuca@hmflaw.com About Rumsey Land Co., LLC Denver, Colorado-based Rumsey Land Co., LLC, is a privately held company owning real property in Elizabeth, Nederland, and Evans, Colorado with water rights, gravel rights, and additional interests associated with the Evans property. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D. Colo. Case No. 10-10691) on Jan. 15, 2010. It estimated $10 million to $50 million in assets and liabilities at the time of the filing. The court dismissed the bankruptcy case on October 20, 2011. On June 23, 2015, the Debtor filed a motion to reopen the case to commence litigation against Resource Land Holdings LLC, Sorin National Resource Partners LLC, and Pueblo Bank & Trust Company LLC. The court ordered the reopening of the case on September 1, 2015. Buechler & Garber, LLC is the Debtor's legal counsel. RYCKMAN CREEK: Sandton Uinta to Sponsor Ch. 11 Plan --------------------------------------------------- Ryckman Creek Resources, LLC, and its affiliated debtors and debtors-in-possession filed with the U.S. Bankruptcy Court for the District of Delaware a supplement to the Modified Fifth Amended Disclosure Statement with respect to the Second Modified Fourth Amended Joint Chapter 11 Plan of Reorganization. The treatment of claims and interests under the terms of the Plan remains unchanged. Summarized below are the classifications, treatment, and estimated percentage recoveries of the claims and interests: Class Claim or Interest Status Estimated % Recovery Under the Plan ----- --------------------- ---------- -------------------- 1 Statutory Lien Claims Impaired 0 - 100% 2 Other Priority Claims Unimpaired 100% 3 Unsecured Claims Impaired 0 - 100% 4 Intercompany Claims Impaired 0% 5 Subordinated Claims Impaired 0% 6 Interests Impaired 0% The Plan will be sponsored by Sandton Uinta Storage, LLC, and contemplates the reorganization of the Debtors, pursuant to the Plan Sponsor Agreement, through Sandton Uinta's purchase of 80% of the common equity in Reorganized Ryckman in exchange for (i) $6.2 million in up-front cash, and (ii) a note, in the form attached to the Plan Sponsor Agreement as Exhibit B, in the aggregate principal amount of $10 million. In addition, Sandton Uinta has agreed, pursuant to the terms of the Plan Sponsor Agreement, to provide (i) $10 million for working capital and capital expenditures between the Effective Date and the first anniversary thereof, and (ii) (a) an incremental $5 million in funding for operational and capital expenditures, or (b) such lesser amount as is sufficient to achieve 16 bcf of facility capacity, between the first and second anniversaries of the Effective Date. A full-text copy of Ryckman Creek's supplement is available at: http://bankrupt.com/misc/deb16-10292-1320.pdf Ryckman Creek is represented by: George N. Panagakis, Esq. Tabitha J. Atkin, Esq. Christopher M. Dressel, Esq. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 155 N. Wacker Drive Suite 2700 Chicago, IL 60606 Tel: (312) 407-0700 Fax: (312) 407-0411 -- and -- Robert A. Weber, Esq. Alison M. Keefe, Esq. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP One Rodney Square P.O. Box 636 Wilmington, DE 19899 Tel: (302) 651-3000 Fax: (302) 651-3001 About Ryckman Creek Resources, LLC Formed on Sept. 8, 2009, Ryckman Creek Resources, LLC, is engaged in the acquisition, development, marketing, and operation of a natural gas storage facility known as the Ryckman Creek Facility. The Ryckman Creek Facility is a depleted crude oil and natural gas reservoir located in Uinta County, Wyoming. The company began development of the reservoir into a natural gas storage facility in 2011. The Ryckman Creek Facility began commercial operations in late 2012 and received injections of customer gas and gas purchased by the company. The company and its affiliated debtors have approximately 35 employees. Ryckman Creek Resources, LLC, Ryckman Creek Resources Holdings LLC, Peregrine Rocky Mountains LLC and Peregrine Midstream Partners LLC filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 16-10292) on Feb. 2, 2016. The petitions were signed by Robert Foss as chief executive officer. Kevin J. Carey has been assigned the case. The Debtors hired Skadden, Arps, Slate, Meagher & Flom LLP as counsel; AP Services, LLC, as management provider; Evercore Group LLC as investment banker; and Kurtzman Carson Consultants LLC as claims and noticing agent. On April 11, 2016, Ryckman Creek Resources disclosed total assets of more than $205 million and total debt of more than $391.2 million. On Feb. 12, 2016, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Attorneys for the committee are Greenberg Traurig, LLP's Dennis A. Meloro, Esq., David B. Kurzweil, Esq., and Shari L. Heyen, Esq. The committee retained Alvarez & Marsal, LLC, as financial advisor. SAUK PRAIRIE: Moody's Affirms B1 Rating; Outlook Negative --------------------------------------------------------- Moody's Investors Service has affirmed Sauk Prairie Healthcare, Inc. (SPH), WI's B1 rating. This action affects $38 million of Series 2013A fixed rate bonds issued by the Wisconsin Health and Educational Facilities Authority. The outlook remains negative. RATINGS RATIONALE Affirmation of the B1 reflects Moody's view that SPH will maintain its market position, healthy payor mix and good volume trends. Moreover, the affirmation incorporates the hospital's relatively stable absolute cash position, modest capital needs and defined contribution pension plan - which limits indirect debt exposure. Nonetheless, Moody's expect operating performance to remain variable as seen in FY 2016 and through nine months of FY 2017. SPH remains challenged by its limited and fluctuating headroom to covenants, and very high financial leverage, which limits bondholder recovery rates in the event of default and debt acceleration. Additionally key vulnerabilities remain its small size and close proximity to larger providers in Madison (WI). RATING OUTLOOK The negative outlook reflects the unsteady state of financial performance and volatility in covenant headroom which Moody's expect to continue in FY 2018. Inability to create additional headroom to covenants or to renegotiate covenants with favorable terms will likely result in a downgrade. FACTORS THAT COULD LEAD TO AN UPGRADE Significant and sustained improvement in operating performance Material improvement in balance sheet and debt metrics Significant enterprise and market share growth FACTORS THAT COULD LEAD TO A DOWNGRADE Reduced covenant headroom or covenant breach Inability to renegotiate covenants with favorable terms Continued decline in margins and cash flow Weakening of liquidity and debt metrics LEGAL SECURITY The Series 2013A bonds are secured by a joint and several security interest in Pledged Revenues of the Obligated Group and a mortgage on SPH. Sauk Prairie Memorial Hospital, Inc. is the only member of the Obligated Group. A debt service reserve fund (DSRF) is in place. PROFILE SPH is a 36 staffed bed, 1,850 admission hospital located in the Village of Prairie du Sac, WI. Prairie du Sac is located approximately 27 miles northwest of downtown Madison. While SPH competes with the three health systems based in Madison, the hospital also maintains referral partnerships with all three Madison providers and contracts with each of their respective provider-owned health plans. METHODOLOGY The principal methodology used in this rating was Not-For-Profit Healthcare published in November 2017. SHAMROCK ROOFING: Hires MiddletonRaines+Zapata as Accountant ------------------------------------------------------------ Shamrock Roofing & Remodeling LLC, et al., seek authority from the U.S. Bankruptcy Court for the Southern District of Texas to employ MiddletonRaines+Zapata, LLC as accountants. The Debtors will require MRZ to: (a) prepare tax returns and the supporting schedules for each Debtor; and (b) assist the Debtors in general accounting and tax matters that may arise during the bankruptcy case. The accountants who will be working on this case are: Professional Title Hourly Rate Ricky Castillo Senior Tax Manager $200 Jonathan Heflin Tax Supervisor $170 LaDonna Richter Accounting and Advisory Senior $100 Jay Tompkins, CPA, partner at MiddletonRaines+Zapata, LLC, attests that MRZ has no connection to creditors, or any other party in interest, their respective attorneys and accountants, the U.S. Trustee or any person employed in the office of the U.S. Trustee. MRZ represents no interest adverse to the Debtors or their estates in the matters upon which they will be engaged by the Debtors. MRZ is a "disinterested person" as defined within definition of Section 101(14) of the Bankruptcy Code. The Accountant can be reached through: Jay Tompkins, CPA MiddletonRaines+Zapata, LLC 24624 I-45 North, Suite 150 Spring, TX 77386 Phone: (281) 364-0245 About Shamrock Roofing & Remodeling LLC Shamrock Roofing of Spring, Texas was created to assist homeowners with the high cost of roofing repairs and roof replacements. Its owner, Paul Martin, has been roofing in the gulf region for 12 years and Shamrock knows what GAF products hold up to its unique environment. Shamrock Roofing and Remodeling LLC of Spring Texas, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Tex. Case No. 17-33690) on June 13, 2017, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Steven A. Leyh, Esq., at Leyh Payne & Mallia, PLLC. SHIEKH SHOES: Seeks to Hire KGI as Financial Advisor ---------------------------------------------------- Shiekh Shoes, LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire KGI Advisors, Inc. as its financial advisor. The firm will assist the Debtor in formulating financial, management and operating plans; assist in negotiations; consult with its personnel regarding the operations and management of its business and business plans; assist in the formulation of its plan of reorganization; and provide other financial advisory services. The firm's hourly rates range from $225 to $550 for its professionals and consultants. Steven Green, KGI president, and Gerry Seli, managing director, the primary professionals who will be providing the services, will charge $550 per hour and $425 per hour, respectively. The firm received a retainer in the sum of $121,245.50 prior to the petition date. Mr. Green disclosed in a court filing that his firm does not represent or hold any interest adverse to the Debtor's estate. KGI can be reached through: Steven J. Green KGI Advisors, Inc. 12300 Wilshire Boulevard, Suite 300 Los Angeles, CA 90025 Tel: (310) 829-0255 Email: sgreen@kginc.com About Shiekh Shoes LLC Based in Ontario, California, Shiekh Shoes, LLC -- http://www.shiekhshoes.com/-- is a shoe retailer company with 79 locations in California, five in Nevada, 11 in Arizona, 11 in Texas, two in New Mexico, one in Oregon, six in Illinois, eight in Michigan, and five in Washington. Shiekh Shoes features brands like Shiekh, Adidas, Puma, Timberland, Converse, among others. It offers dress, casual, athletic, infant, toddler, youth, basketball, running, training, and skate shoes; slippers, sandals, wedges, pumps, boots, high heels, and sneakers; and apparel. The company was founded in 1991. Shiekh Shoes sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 17-24626) on November 29, 2017. Shiekh E. Ellahi, its chief executive officer, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets and liabilities of $50 million to $100 million. Judge Vincent P. Zurzolo presides over the case. SHIEKH SHOES: Taps DJM Realty as Real Estate Lease Consultant ------------------------------------------------------------- Shiekh Shoes, LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire DJM Realty Services, LLC. The firm, which conducts its business under the name Gordon Brothers Real Estate, will serve as the Debtor's consultant with respect to the leases for its retail stores. The Debtor operates its 124 retail stores from various leased locations. With respect to 31 of its stores, the Debtor will be conducting inventory clearance or store closing sales (with the assistance of Gordon Brothers) through the holiday season. With respect to the remaining store leases, the Debtor seeks to restructure them to alternative rent arrangements or to otherwise mitigate claims as of the beginning of January 2018. For each fully executed and effective lease restructuring, sales or mitigation agreement, DJM will be paid $4,250. The firm will not be responsible for any transactional costs or legal expenses incurred by the Debtor in connection with its provision of the services. The DJM personnel who will be providing the services are: Mark Chartock CEO James Avallone Principal Josh Podell Director Brooke Horn Director Christine Lepera Manager Michael Chartock, general counsel of DJM's parent company Gordon Brothers Group LLC, disclosed in a court filing that he and his firm do not hold or represent any interest adverse to the Debtor's estate. The firm can be reached through: Michael Chartock DJM Realty Services, LLC 800 Boylston Street, 27th Floor Boston, MA 02199 Phone: (888) 424-1903 Phone: (617) 210-7116 Email: mchartock@gordonbrothers.com Email: info@gordonbrothers.com About Shiekh Shoes LLC Based in Ontario, California, Shiekh Shoes, LLC -- http://www.shiekhshoes.com/-- is a shoe retailer company with 79 locations in California, five in Nevada, 11 in Arizona, 11 in Texas, two in New Mexico, one in Oregon, six in Illinois, eight in Michigan, and five in Washington. Shiekh Shoes features brands like Shiekh, Adidas, Puma, Timberland, Converse, among others. It offers dress, casual, athletic, infant, toddler, youth, basketball, running, training, and skate shoes; slippers, sandals, wedges, pumps, boots, high heels, and sneakers; and apparel. The company was founded in 1991. Shiekh Shoes sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 17-24626) on November 29, 2017. Shiekh E. Ellahi, its chief executive officer, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets and liabilities of $50 million to $100 million. Judge Vincent P. Zurzolo presides over the case. SHIEKH SHOES: Taps SulmeyerKupetz as Legal Counsel -------------------------------------------------- Shiekh Shoes, LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire SulmeyerKupetz, APC as its legal counsel. The firm will assist the Debtor in the preparation of a plan of reorganization; negotiate with creditors; give advice regarding the sale or lease of its property and post-petition financing; and provide other legal services related to its Chapter 11 case. The firm's hourly rates range from $475 to $675 for attorneys, and $210 to $225 for paraprofessionals. David Kupetz, Esq., the attorney who will be handling the case, charges $650 per hour. Other attorneys who may assist him are: Asa Hami, Esq. $550 Steven Werth, Esq. $550 Jeffrey Pomerance, Esq. $525 Meanwhile, Ann Sokolowski, a paralegal at SulmeyerKupetz, will charge an hourly fee of $225. The firm received a retainer from the Debtor in the amount of $300,000 prior to the petition date. Mr. Kupetz disclosed in a court filing that his firm does not have any interest adverse to the interest of the Debtor's estate, creditors or equity security holders. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Mr. Kupetz disclosed that his firm has not agreed to any variations from, or alternatives to, its standard or customary billing arrangements for its employment with the Debtor; and that none of the professionals at the firm has varied his rate based on the geographical location of the bankruptcy case. Mr. Kupetz also disclosed that he provided the Debtor with estimated budgeted amounts, on a task category by task category basis, for services to be rendered by the firm. SulmeyerKupetz can be reached through: David S. Kupetz, Esq. Asa S. Hami, Esq. Steven F. Werth, Esq. SulmeyerKupetz, A Professional Corporation 333 South Hope Street, 35th Floor Los Angeles, CA 90071-1406 Tel: 213-626-2311 Email: dkupetz@sulmeyerlaw.com Email: ahami@sulmeyerlaw.com Email: swerth@sulmeyerlaw.com About Shiekh Shoes LLC Based in Ontario, California, Shiekh Shoes, LLC -- http://www.shiekhshoes.com/-- is a shoe retailer company with 79 locations in California, five in Nevada, 11 in Arizona, 11 in Texas, two in New Mexico, one in Oregon, six in Illinois, eight in Michigan, and five in Washington. Shiekh Shoes features brands like Shiekh, Adidas, Puma, Timberland, Converse, among others. It offers dress, casual, athletic, infant, toddler, youth, basketball, running, training, and skate shoes; slippers, sandals, wedges, pumps, boots, high heels, and sneakers; and apparel. The company was founded in 1991. Shiekh Shoes sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 17-24626) on November 29, 2017. Shiekh E. Ellahi, its chief executive officer, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets and liabilities of $50 million to $100 million. Judge Vincent P. Zurzolo presides over the case. SLOOP PROPERTIES: Seeks Authorization to Use Cash Collateral ------------------------------------------------------------ Sloop Properties, LLC, asks the U.S. Bankruptcy Court for the Western District of North Carolina to allow its use of cash collateral during the Chapter 11 proceeding and to terminate First National Bank's collection of rent payments from the tenants. The Debtor owns and operates a single asset real estate with multiple commercial rental buildings in Wilkes County, which is subject to a pending foreclosure. The Debtor executed a Promissory Note and Deed of Trust to First National Bank of Pennsylvania (formerly Yadkin Valley Bank and Trust Company). The balloon Promissory Note was not renewed in May 2017 with an outstanding balance due of approximately $438,000. The property is currently leased by multiple tenants and is the sole source of income for the Debtor. However, all of the Debtor's income is subject First National Bank's cash collateral lien. Approximately in the summer of 2016, First National Bank contacted the Debtor's lease tenants and instructed them to forward their payments directly to First National Bank. The Debtor intends to propose a Reorganization Plan that will continue to operate the property as commercial leases and pay the creditors over a period of years. Accordingly, the Debtor must use cash collateral in order to continue its operations during the Chapter 11 proceeding so as to pay operating expenses, management fees, independent contractors and other necessary expenses for the Debtor's operations. The cash collateral Budget shows total monthly rent of approximately $10,377 and total monthly expenses in the amount of $6,550. The property has a county tax value of $1,433,020. As such, the property is worth more than the debt to First National Bank by $995,020, which provides adequate protection to the creditor. For additional adequate protection to First National Bank, the Debtor proposes to pay interest on the loan balance at the annual rate of 5% in the amount of $1,827 per month commencing in January 2018 and continuing until the Plan is confirmed. A full-text copy of the Debtor's Motion is available at: http://bankrupt.com/misc/ncwb17-50728-3.pdf About Sloop Properties Based in Wilkesboro, North Carolina, Sloop Properties, LLC, is a real estate company with its principal assets located at 5307 Boone Trail Millers Creek, NC 28651. It is a small business debtor as defined in 11 U.S.C. Section 101(51D). Sloop Properties filed a Chapter 11 bankruptcy petition (Bankr. W.D.N.C. Case No. 17-50728) on Dec. 5, 2017. The petition was signed by Lisa R. Sloop, member/manager. At the time of filing, the Debtor estimated $1 million to $10 million in assets and $500,000 to $1 million in liabilities. The case is assigned to Laura T. Beyer. The Debtor is represented by Robert P. Laney, Esq., at McElwee Firm, LLC, as bankruptcy counsel. SOURCINGPARTNER INC: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Sourcingpartner, Inc. 1400 Lavon Drive, Suite 200 McKinney, TX 75069 Business Description: Sourcingpartner, Inc., based in McKinney, Texas, is in the stationery and office supplies industry. The company is a small business debtor as defined in 11 U.S.C. Section 101(51D). Chapter 11 Petition Date: December 17, 2017 Case No.: 17-42777 Court: United States Bankruptcy Court Eastern District of Texas (Sherman) Judge: Hon. Brenda T. Rhoades Debtor's Counsel: Keith William Harvey, Esq. THE HARVEY LAW FIRM, P.C. 6510 Abrams Road, Suite 280 Dallas, TX 75231 Tel: 972-243-3960 Fax: 972-241-3970 E-mail: harvey@keithharveylaw.com Estimated Assets: $100,000 to $500,000 Estimated Debts: $1 million to $10 million The petition was signed by Philip J. Leckinger, chief executive officer. A full-text copy of the petition, along with a list of 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/txeb17-42777.pdf SOUTHWORTH CO: Sale of Turner Falls Assets for $4M Approved ----------------------------------------------------------- Judge Elizabeth D. Katz of the U.S. Bankruptcy Court for the District of Massachusetts authorized Southworth Co.'s private sale of the real property located at 36 Canal Road, Turners Falls, Massachusetts, together with tangible and intangible personal property located at, and used in the operation of, the Debtor's Turners Falls plant, to SBD Greentech, LLC or its assigns for $4,000,000. The sale will be free and clear of all liens, claims, and encumbrances. A proposed order will be submitted with the Court. About Southworth Company Southworth Company is a privately owned Massachusetts Corporation organized in 1839 and headquartered in Agawam, Massachusetts. In 2006, Southworth acquired the Esleeck Paper Company in Turners Falls where it operates as Turners Falls Paper Company. The Madison Park Group, a greeting card and gift company based in Seattle, Washington, was acquired in 2012 and operates as a division of Southworth. Southworth has recently employed approximately 100 employees and has been engaged in the manufacture of specialty papers for baking and health care applications, envelopes and office paper, as well as greeting cards and gifts. Southworth Company filed a Chapter 11 petition (Bankr. D. Mass. Case No. 17-30817) on Sept. 27, 2017. The petition was signed by John S. Leness, its president. At the time of filing, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. Judge Elizabeth D. Katz presides over the case. Joseph B. Collins, Esq., at Hendel & Collins P.C., in Springfield, Massachusetts, serves as counsel to the Debtor. The Debtor hired Doherty, Wallace, Pillsbury & Murphy P.C. as its special counsel. The Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee hired Shatz, Schwartz and Fentin, P.C. as its bankruptcy counsel. STOLLINGS TRUCKING: Sale of Equipment to River for $205K Approved ----------------------------------------------------------------- Judge Frank W. Volk of the U.S. Bankruptcy Court for the Southern District of West Virginia authorized Stollings Trucking Co., Inc.'s sale of equipment and machinery to River Machinery Co. for the total consideration of $205,000. The proceeds from said sale free and clear of liens provide that the liens of the taxing authorities attaches to the proceeds. The Debtor is authorized to withhold a sum sufficient from the sale of proceeds for payment of quarterly fees owed to the Office of the U.S. Trustee. Further distribution of the proceeds will be the subject matter of a separate application to be submitted by the Debtor. About Stollings Trucking Stollings Trucking Company, Inc., began its operations in 1990. Throughout the years, it both hauled coal and mined coal for its own profit. As it grew, it acquired more equipment and rolling stock. Stollings also obtained mining permits on property in Logan County, West Virginia, and was a party to coal leases. Stollings Trucking sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Case No. 15-20624) on Dec. 7, 2015. Rhonda Marcum, president, signed the petition. The Debtor estimated assets and liabilities of $1 million to $10 million. Judge Frank W. Volk presides over the case. Joseph W. Caaldwell, Esq., at Caldwell & Riffee, in Charleston, WV, is serving as counsel to the Debtor. TERVITA CORP: S&P Raises CCR to 'B' on Improving Credit Metrics --------------------------------------------------------------- S&P Global Ratings said it raised its long-term corporate credit rating on Calgary, Alta.-based Tervita Corp. to 'B' from 'B-', and raised its second-lien senior secured debt rating to 'B' from 'B-'. The outlook is stable. The recovery rating on the debt is unchanged at '3', and represents meaningful (50%-70%; rounded estimate 65%) recovery in S&P's default scenario. S&P said, "The upgrade primarily reflects our expectation of improved projected revenue and cash flow for Tervita following a period of stable to improving drilling activity in Canada. Based on stronger cash flow generation, we estimate the company's fully adjusted, 2018-2019 weighted-average funds from operations (FFO)-to-debt ratio will strengthen and remain above 12% under our base-case scenario. We expect Tervita will also maintain an adequate liquidity profile. "The stable outlook reflects S&P Global Ratings' view that Tervita will generate sufficient cash flow to maintain its fully adjusted, two-year (2018-2019), weighted-average FFO-to-debt ratio above 12%. The rebound in crude oil and natural gas drilling activity this year, which we assume should be sustained under our hydrocarbon price assumptions, underpins our revenue and cash flow growth assumptions for the company. "We would lower the ratings if Tervita's cash flow generation materially underperforms our base-case scenario; and its fully adjusted FFO-to-debt ratio fell materially below 12%, and we expected it to remain below this threshold. Although unlikely in the near term, aggressive financing of growth (for instance, through acquisitions) that increase leverage without prospects for rapid deleveraging would also lead us to revisit our ratings and outlook. "A positive rating action would depend on Tervita improving its weighted-average FFO-to-debt ratio above 20% on a sustained basis while generating positive free cash flows. In such a scenario, we would also expect the company to maintain or increase its market share through the existing service offerings and generate stable to improving margins." TOMS SHOES: Moody's Lowers CFR & $306.5MM Loan Rating to Caa3 ------------------------------------------------------------- Moody's Investors Service downgraded the Corporate Family Rating ("CFR") and senior secured first lien term loan rating for TOMS Shoes, LLC, each to Caa3 from Caa2. The company's Caa2-PD Probability of Default Rating ("PDR") was affirmed. The ratings outlook is negative. The downgrades reflect Moody's estimate of a below average family recovery rate in a potential event-of-default scenario as a result of the company's weak earnings performance. The affirmation of the PDR incorporates the interim liquidity support provided by the recent $18 million cash infusion from the company's shareholders. The cash infusion was used to support TOMS working capital needs in the third quarter of 2017. Moody's took the following rating actions for TOMS Shoes, LLC: -- Corporate Family Rating, downgraded to Caa3 from Caa2 -- Probability of Default Rating, affirmed Caa2-PD -- $306.5 million ($299 million outstanding) Senior Secured Term Loan due 2020, downgraded to Caa3 (LGD5) from Caa2 (LGD4) -- Outlook, changed to negative from stable RATINGS RATIONALE The Caa3 CFR reflects Moody's view that TOMS' capital structure is unsustainable at present and the probability of deleveraging to a sustainable capital structure in a challenging apparel retail environment remains low. In addition, Moody's believes that recovery rates are below average. The rating also reflects Moody's expectations that TOMS will have a weak liquidity profile in the next 12-18 months, including negative free cash flow and limited revolver availability during peak periods. However, the recent cash infusion and lack of near-term maturities provide temporary liquidity support. The rating also incorporates TOMS' small scale, high fashion risk and limited revenue diversification compared to the majority of rated apparel peers, with about half of revenue derived from the alpargata line. The rating benefits from the $18 million shareholder cash infusion to support liquidity and enable investment in marketing. The rating incorporates the ongoing appeal of TOMS successful philanthropic-based "one-for-one" product giveaway commitment, growth outside alpargata shoes and channel diversification, including a sizeable e-commerce segment. The negative outlook reflects the heightened risk of default if liquidity or operating performance deteriorate further in the next 12-18 months. The ratings could be downgraded if liquidity deteriorates for any reason, or if the probability of default rises. The ratings could be upgraded if TOMS improves its overall liquidity profile, including expectations for substantially reduced revolver reliance. An upgrade would also require revenue, EBITDA and cash flow improvement. TOMS Shoes, LLC ("TOMS") is a designer, retailer and wholesaler primarily of footwear under the TOMS brand. TOMS' commitment to donating one free product for each one sold is a cornerstone of its business strategy. The company's products are sold globally in the wholesale channel and directly to consumers primarily through ecommerce. Net sales for the twelve months ended September 30, 2017 were about $354 million. The company was founded by Mr. Blake Mycoskie in 2006 and Bain Capital acquired a 50% ownership stake in October 2014. The principal methodology used in these ratings was Apparel Companies published in December 2017. TOP TIER SITE: Taps Baker Braverman as Special Counsel ------------------------------------------------------ Top Tier Site Development, Corp. seeks approval from the U.S. Bankruptcy Court for the District of Massachusetts to hire Baker, Braverman & Barbadoro, P.C. as its special counsel. The firm will assist the Debtor in collecting its accounts receivables; commence litigation in state courts for the collection of those accounts receivables; negotiate and participate in settlement discussions; and provide other legal services. The Debtor has deposited the sum of $1,500 for payment of costs. Gary Hogan, Esq., disclosed in a court filing that he and other members of his firm are "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Gary M. Hogan, Esq. Baker, Braverman & Barbadoro, P.C. 300 Crown Colony Drive, Suite 500 Quincy, MA 02169 Tel: (781) 848-9610 Email: garyh@bbb-lawfirm.com About Top Tier Site Development Corp. Top Tier Site Development, Corp. -- http://www.tt-sd.com/-- is a full-service contracting company in Lakeville, Massachusetts, with a focus on wireless communication, commercial and residential construction. Top Tier Site Development sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 17-14107) on Nov. 2, 2017. Robert Santoro, its president, signed the petition. At the time of the filing, the Debtor disclosed $1.96 million in assets and $5.41 million in liabilities. Judge Joan N. Feeney presides over the case. The Debtor is represented by James P. Ehrhard, Esq. of Ehrhard & Associates, P.C., as its legal counsel. TOYS "R" US: Initiates CVA Process in United Kingdom ---------------------------------------------------- BankruptcyData.com reported that Toys "R" Us announced that, as part of the Company's ongoing financial restructuring efforts, the Company's United Kingdom (UK) operation has initiated a process by which it is seeking creditor approval to reposition its real estate portfolio. The UK Company Voluntary Arrangement (CVA) process will not impact any Toys "R" Us entities or stakeholders - including employees, vendors and customers - outside the UK. The Company's approximately 1,600 Toys "R"Us and Babies "R" Us stores around the world, including all stores in the UK, are currently open for business and continuing to operate as usual. Dave Brandon, chairman and C.E.O., states, "As we continued to work through the financial restructuring process, we made the decision to take action to put our UK operation on stronger financial footing. Through the CVA process, we hope to receive authorization to restructure our UK lease obligations so that we will be better able to invest in our UK business and further improve the customer experience. Importantly, our stores and operations in our other global markets will not be impacted by this process." Under the UK's CVA process, Toys "R" Us UK has submitted a restructuring plan to its creditors and will solicit their approval of this plan over the next 14 days. If approved by 75% of the creditors and then declared effective, the CVA plan would allow the UK entity to move forward with a more cost efficient store base and footprint. About Toys "R" Us Toys "R" Us, Inc., is an American toy and juvenile-products retailer founded in 1948 and headquartered in Wayne, New Jersey, in the New York City metropolitan area. Merchandise is sold in 880 Toys "R" Us and Babies "R" Us stores in the United States, Puerto Rico and Guam, and in more than 780 international stores and more than 245 licensed stores in 37 countries and jurisdictions. Merchandise is also sold at e-commerce sites including Toysrus.com and Babiesrus.com. On July 21, 2005, a consortium of Bain Capital Partners LLC, Kohlberg Kravis Roberts and Vornado Realty Trust invested $1.3 billion to complete a $6.6 billion leveraged buyout of the company. Toys "R" Us is now a privately owned entity but still files with the Securities and Exchange Commission as required by its debt agreements. The Company's consolidated balance sheet showed $6.572 billion in assets, $7.891 billion in liabilities, and a stockholders' deficit of $1.319 billion as of April 29, 2017. Toys "R" Us, Inc., and certain of its U.S. subsidiaries and its Canadian subsidiary voluntarily filed for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. Case No. 17-34665) on Sept. 19, 2017. In addition, the Company's Canadian subsidiary voluntarily commenced parallel proceedings under the Companies' Creditors Arrangement Act ("CCAA") in Canada in the Ontario Superior Court of Justice. The Company's operations outside of the U.S. and Canada, including its 255 licensed stores and joint venture partnership in Asia, which are separate entities, are not part of the Chapter 11 filing and CCAA proceedings. Grant Thornton is the monitor appointed in the CCAA case. Judge Keith L. Phillips presides over the Chapter 11 cases. In the Chapter 11 cases, Kirkland & Ellis LLP and Kirkland & Ellis International LLP serve as the Debtors' legal counsel. Kutak Rock LLP serves as co-counsel. Toys "R" Us employed Alvarez & Marsal North America, LLC as its restructuring advisor; and Lazard Freres & Co. LLC as its investment banker. It hired Prime Clerk LLC as claims and noticing agent. A&G Realty Partners, LLC, serves as its real estate advisor. On Sept. 26, 2017, the U.S. Trustee for Region 4 appointed an official committee of unsecured creditors. The committee hired Kramer Levin Naftalis & Frankel LLP as its legal counsel; Wolcott Rivers, P.C. as local counsel; FTI Consulting, Inc. as financial advisor; and Moelis & Company LLC as investment banker. TOYS "R" US: Wants Exclusive Plan Filing Deadline Moved to July 15 ------------------------------------------------------------------ BankruptcyData.com reported that Toys "R" Us filed with the U.S. Bankruptcy Court a motion to extend the exclusive period during which the Company can file a Chapter 11 plan and solicit acceptances thereof through and including July 15, 2018 and September 13, 2018, respectively. The motion explains, "An extension of the Exclusivity Periods will provide the Debtors with additional time to prepare for, begin the plan negotiation process, and ultimately implement a value-maximizing restructuring. The Debtors have initiated this process and made substantial progress to date - they are working to finalize their real estate analysis and business plan - and have begun negotiations and discussions with their stakeholders. But there is much more to be done. The Debtors will use the additional time provided by the extension of the Exclusivity Periods to finalize their analyses, further discussions regarding their restructuring strategy, and engage in the multiparty negotiations that will ultimately result in the stakeholders coalescing around a consensual plan of reorganization and emergence capital structure. Significantly, the extension of the Exclusivity Periods contemplated herein will allow the Debtors to emerge from chapter 11 prior to the next holiday season. This is in the best interests of the company and all of the Debtors' stakeholders. The Debtors believe that the collaborative efforts of stakeholders to date in these chapter 11 cases will continue into the restructuring discussions and chapter 11 plan negotiation process and will help the Debtors to accomplish a consensual restructuring on this timeline." The Court scheduled a December 19, 2017 hearing to consider the motion, according to BankruptcyData. About Toys "R" Us Toys "R" Us, Inc., is an American toy and juvenile-products retailer founded in 1948 and headquartered in Wayne, New Jersey, in the New York City metropolitan area. Merchandise is sold in 880 Toys "R" Us and Babies "R" Us stores in the United States, Puerto Rico and Guam, and in more than 780 international stores and more than 245 licensed stores in 37 countries and jurisdictions. Merchandise is also sold at e-commerce sites including Toysrus.com and Babiesrus.com. On July 21, 2005, a consortium of Bain Capital Partners LLC, Kohlberg Kravis Roberts and Vornado Realty Trust invested $1.3 billion to complete a $6.6 billion leveraged buyout of the company. Toys "R" Us is now a privately owned entity but still files with the Securities and Exchange Commission as required by its debt agreements. The Company's consolidated balance sheet showed $6.572 billion in assets, $7.891 billion in liabilities, and a stockholders' deficit of $1.319 billion as of April 29, 2017. Toys "R" Us, Inc., and certain of its U.S. subsidiaries and its Canadian subsidiary voluntarily filed for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. Case No. 17-34665) on Sept. 19, 2017. In addition, the Company's Canadian subsidiary voluntarily commenced parallel proceedings under the Companies' Creditors Arrangement Act ("CCAA") in Canada in the Ontario Superior Court of Justice. The Company's operations outside of the U.S. and Canada, including its 255 licensed stores and joint venture partnership in Asia, which are separate entities, are not part of the Chapter 11 filing and CCAA proceedings. Grant Thornton is the monitor appointed in the CCAA case. Judge Keith L. Phillips presides over the Chapter 11 cases. In the Chapter 11 cases, Kirkland & Ellis LLP and Kirkland & Ellis International LLP serve as the Debtors' legal counsel. Kutak Rock LLP serves as co-counsel. Toys "R" Us employed Alvarez & Marsal North America, LLC as its restructuring advisor; and Lazard Freres & Co. LLC as its investment banker. It hired Prime Clerk LLC as claims and noticing agent. A&G Realty Partners, LLC, serves as its real estate advisor. On Sept. 26, 2017, the U.S. Trustee for Region 4 appointed an official committee of unsecured creditors. The Committee retained Kramer Levin Naftalis & Frankel LLP as its legal counsel; Wolcott Rivers, P.C. as local counsel; FTI Consulting, Inc. as financial advisor; and Moelis & Company LLC as investment banker. TRIBE BUYER: Moody's Lowers Ratings on 1st Lien Loans to B2 ----------------------------------------------------------- Moody's Investors Service downgraded Tribe Buyer LLC's senior secured 1st lien revolving credit facility due 2022 and term loan due 2024 to B2 from B1. The B2 Corporate Family rating ("CFR"), B2-PD Probability of Default rating, Caa1 senior secured 2nd lien term loan rating and stable rating outlook are unchanged. Tradesmen will increase the size of its previously-announced incremental 1st lien term loan to $105 million from $90 million. The revised uses of proceeds are $85 million to purchase Construction Labor Contractors ("CLC"), $15 million to repay a portion of its senior secured 2nd lien term loan due 2025 and $5 million to pay transaction-related fees and expenses. Downgrades: Issuer: Tribe Buyer LLC -- Senior Secured 1st Lien Bank Credit Facility, Downgraded to B2 (LGD3) from B1 (LGD3) RATINGS RATIONALE The downgrade of the senior secured 1st lien credit facilities to B2 from B1 is driven by the lower first loss absorption after the reduction in the amount of the 2nd lien term loan and the upsizing of the first lien term loan. The B2 CFR reflects Tradesmen's narrow operating scope, modest profitability and Moody's expectations for moderately high debt to EBITDA over 5 times. Moody's anticipate around 8% revenue growth, driven by volume growth from a favorable secular demand shift by small-to-mid sized non-residential construction managers in the U.S. toward sourcing skilled construction trade employees through employment service providers, a high customer retention rate and over 10 new agency location openings per year. Moody's expect Tradesman's "same-store" agency revenues could be cyclical and volatile, reflecting regional commercial construction market conditions. There is robust competition from other employment services providers and informal networking within each trade. That said, Tradesman is the largest service provider with its market focus in the U.S., and one of the largest sources of skilled tradesmen in most of the regional markets where it operates. The acquisition of CLC should enhance its leadership position in its largest markets while providing the opportunity to expand profit margins from merger-related cost reduction initiatives. Given the agency growth strategy and private equity sponsor ownership, Moody's do not expect sustained financial leverage reduction. Debt-financed shareholder returns are also a risk. All financial metrics cited reflect Moody's standard adjustments. Tradesman has a good liquidity profile. Moody's anticipate an unrestricted cash balance of around $17 million and free cash flow to be at least $15 million. Moody's expect Tradesman will have full availability of its $40 million senior secured revolving credit facility. The senior secured first lien debt agreement includes a financial maintenance covenant that requires total net leverage (as defined in the agreement) of no greater than 8 times. Moody's expect an ample coverage cushion for the financial covenant over the next year. The senior secured first lien term loan requires $3.4 million per year of debt amortization and contains a 75% excess cash flow sweep with step downs based on leverage. The B2 senior secured first lien rating reflects both the B2-PD PDR and a Loss Given Default assessment ("LGD") of LGD3. The first lien facilities are secured on a first lien basis by substantially all property and assets of the Issuer. The B2 rating benefits from the loss absorption provided by the junior debt in the capital structure. The Caa1 senior secured second lien rating also reflects the B2-PD PDR rating and a LGD of LGD6. The second lien term loan is secured by a second priority interest in substantially all assets of Tradesman and its operating subsidiaries. The Caa1 rating reflects the contractual subordination of the second lien term loan to the significant amount of first lien debt. The stable outlook reflects Moody's expectations for Tradesman to maintain EBITA margins around 10%, some free cash flow and at least good liquidity in a cyclical non-residential construction downturn. The stable outlook also reflects Moody's anticipation of only contractually-required debt reduction, as well as the risk that free cash flow or cash raised in subsequent debt offerings could be used to fund additional acquisitions or shareholder returns. Given the financial sponsor ownership, modest revenue scale and narrow operating scope, Moody's considers a ratings upgrade unlikely in the near term. However, the ratings could be upgraded if Moody's anticipates Tradesman will maintain conservative financial policies, expand the size and scope of revenues through end market and regional expansion and maintain debt to EBITDA around 4 times. The ratings could be downgraded if revenue or profitability declines due to pricing pressure or customer losses, Moody's expects debt to EBITDA to be sustained at 6 times or liquidity diminishes. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Tradesmen, controlled by affiliates of The Blackstone Group and based in Cleveland, OH, provides agency-based staffing services for skilled craftsmen to the non-residential, small to medium size construction industry in the U.S.. Moody's expects 2018 revenues of over $700 million. VERTIV INTERMEDIATE: Moody's Affirms B2 Corporate Family Rating --------------------------------------------------------------- Moody's Investors Service has changed the rating outlook of Vertiv Intermediate Holding Corporation to negative from stable and concurrently affirmed the B2 Corporate Family Rating. RATINGS RATIONALE The rating outlook change to negative factors in a $325 million incremental borrowing planned under the company's first lien term loan facility, the proceeds of which will finance two acquisitions. Beyond the leveraging effect of the transaction, about a half turn debt/EBITDA per management's estimate before prospective cost synergies, Vertiv's appetite for subsequent acquisitions remains. Until restructuring activity ebbs and actual results improve, only modest internally generated funds will be available to cover acquisition plans and the risk of rating downgrade will be elevated. Through the first nine months of 2017 Vertiv's organic revenues contracted 6% and reported funds from operations (CFFO before the change in working capital and long term net assets) were only around $10 million. The B2 CFR considers the established position of Vertiv's products, a steady long-term demand outlook against weak credit metrics, the growth spending focus and aggressive financial policies. Approximately 60% of revenues come from equipment used in data centers and Moody's anticipate continued demand with annual revenue growth in the low single digit percentage range over the next few years. The company's large installed base, global presence and well-known brands suggests that minimally it should grow with the market. Although revenues contracted thus far in 2017, Vertiv typically experiences a lumpy sales pattern owing to large project-related orders. Steady backlog since December 2016 suggests better revenue traction ahead. Potential for scale related efficiencies that may ultimately permit better reported earnings and steady free cash flow generation would benefit the ratings. Estimation of Vertiv's credit metrics is complicated by M&A activity, financing transactions and costs from an ambitious operational restructuring program underway. Pro forma for the pending transaction and the ASCO divestiture of October 2017, Moody's estimate debt/EBITDA, on a Moody's adjusted basis, is elevated at around 6.5x-7x. Beyond the pending debt raise, the company paid two dividends to its sponsor since the November 2016 buy-out (one paid through debt, the other through divestiture proceeds). The ratings could be downgraded if Moody's expects debt/EBITDA continuing above 6x in 2018, EBITDA to interest below 2 times. Additional leveraging acquisitions near-term or annual funds from operation below the $75 million range will also negatively pressure the ratings. While unlikely near term, ratings could be upgraded if Moody's expects debt/EBITDA below 5x on a sustainable basis with improving EBITDA margins. Outlook Actions: Issuer: Vertiv Group Corporation -- Outlook, Changed To Negative From Stable Issuer: Vertiv Intermediate Holding Corporation -- Outlook, Changed To Negative From Stable Affirmations: Issuer: Vertiv Group Corporation -- Senior Secured Bank Credit Facility, Affirmed Ba3 (LGD3, from LGD2) -- Senior Unsecured Regular Bond/Debenture, Affirmed B3 (LGD5) Issuer: Vertiv Intermediate Holding Corporation -- Probability of Default Rating, Affirmed B2-PD -- Corporate Family Rating, Affirmed B2 -- Senior Unsecured Regular Bond/Debenture, Affirmed Caa1 Vertiv Intermediate Holding Corporation, headquartered in Columbus, Ohio, provides various infrastructure technologies and equipment for power and thermal management and infrastructure monitoring services used in data centers, communication networks, and commercial and industrial environments. The company is 85% owned by entities of Platinum Equity. Through the last twelve months ending September 30, 2017, sales from continuing operations were $3.7 billion. The principal methodology used in these ratings was Global Manufacturing Companies published in June 2017. VIRGIN ISLANDS WAPA: S&P Retains Debt Ratings on Watch Negative --------------------------------------------------------------- S&P Global Ratings has maintained its 'CCC+' rating on Virgin Islands Water and Power Authority's (WAPA) senior-lien debt electric system revenue bonds, and 'CCC' rating on the authority's subordinate-lien debt, on CreditWatch with negative implications, where they were placed Sept. 18, 2017. The ratings reflects S&P's view of the electric system's weak business prospects in the aftermath of Hurricane Irma, which struck the U.S. Virgin Islands Sept. 6, 2017; and Hurricane Maria, which struck Sept. 20. The hurricanes adversely affected the local tourist-dependent economy and the U.S. Virgin Islands government, a significant customer of the electric system and the source of significant receivables on WAPA's balance sheet. "Combined with the authority's already weak financial position and liquidity, this make the electric system vulnerable to nonpayment of obligations in the event of continued nonfavorable business, economic, and financial conditions," said S&P Global Ratings credit analyst Peter Murphy. WAPA has $127 million of senior-lien bonds and $96 million of subordinate-lien debt. As of Dec. 14, 2017, management indicates expects to fully make its Jan. 1, 2018, interest payment of approximately $5.6 million, without using debt service reserves. Principal payments on the revenue bonds are due in July. As of Dec. 14, 2017, WAPA had reconnected about 48% of its electric customers following the hurricanes. The authority's generation assets sustained little damage. WAPA has drawn approximately $31 million of Federal Emergency Management Agency loan funds for operations, out of a $75 million loan allotment. S&P will monitor the system's recovery from the hurricanes, and resolve the CreditWatch placement when it receives clarity on system operations and finances leading up to the July 1, 2018, debt service payment. VORNADO REALTY: Fitch Rates Series M Preferred Stock 'BB+' ---------------------------------------------------------- Fitch Ratings has assigned a 'BBB' rating to the issuance of the $450 million senior unsecured notes due 2025 by Vornado Realty, L.P. The company intends to repay the $450 million 2.50% bond due in 2019 and other future indebtedness. Fitch has also assigned a 'BB+' rating to the Dec. 4, 2017 issuance of the series M 5.25% cumulative preferred stock by Vornado Realty Trust. KEY RATING DRIVERS Above-Average Asset Quality VNO owns and has interests in high-quality, primarily New York City office properties with high occupancy rates, long-term leases to solid credit tenants. The company also has a large street retail portfolio in key, supply constrained Manhattan shopping corridors, such as upper Fifth Avenue and Times Square. VNO also owns select class A, primarily office properties in key urban gateway markets outside of New York, including Chicago and San Francisco. Excellent Contingent Liquidity VNO's UA/UD is strong at 5.6x for the 'BBB' rating, particularly given the institutional investor and lender interest in Manhattan office and retail properties, providing above-average contingent liquidity across core CRE property types. VNO's high asset quality, limited use of unsecured debt and strategy of placing higher loan-to-value ratios on encumbered properties are key factors supporting the company's strong UA/UD coverage. Fitch calculates UA/UD by generally applying a 7.0% cap rate to annualized unencumbered property EBITDA unsecured debt. Appropriate Metrics Fitch expects VNO to target leverage in the mid-to-high 6x range through the cycle, which is appropriate to strong for a 'BBB' rated REIT with VNO's asset profile. New York City cap rates are among the lowest in the U.S., resulting in higher debt to EBITDA at comparable debt to loan-to-value ratios in less desirable markets. Fitch expects VNO's fixed-charge coverage (FCC) to remain in the low 2x range. Portfolio Concentration Risk Fitch views VNO's concentrated portfolio as a moderate credit negative that is balanced by New York City's superior CRE market characteristics. New York City is the largest and arguably the most diverse office market in the U.S.. New York City CRE has above average contingent liquidity characteristics due to superior institutional lender and investor demand. VNO's New York portfolio will have some property type diversification between office and retail rent. The company's Chicago MART and 555 California office property in San Francisco will comprise most of VNO's non-New York EBITDA (slightly more than 10% of annualized portfolio EBITDA). Strong Tenant Profile VNO has a strong credit quality tenant base as the top 10 tenants are investment grade except Victoria's Secret, which is guaranteed by L Brands (IDR BB+/Stable), and McGraw-Hill Companies (IDR B+/Stable). VNO's top tenant is IPG and its affiliates (IDR BBB/Positive) at 2.2% of annualized base rents (ABR). No other tenant represents more than 2% of ABR. The top 20 tenants represent approximately 22.7% of total annualized revenue as of Sept. 30, 2017. Manageable Lease Expiration As of Sept. 30, 2017, Fitch views VNO's lease expiration schedule as manageable on the account that an average of 7.5% of ABR will expire from 2018 - 2024 and a maximum annual maturity of 11.5% ABR will expire in 2023. VNO has made an effort in recent years to increase the weighted average lease term in both renewals and new leases. Since 2011, average lease terms have increased meaningfully versus the prior five years in each of the three remaining segments of Vornado's portfolio. Preferred Stock Notching The two-notch differential between VNO's IDR and its preferred stock rating is consistent with Fitch's criteria for corporate entities with an IDR of 'BBB'. Based on Fitch's criteria report, 'Treatment and Notching of Hybrids in Nonfinancial Corporate and REIT Credit Analysis,' dated April 4, 2017, the company's preferred stock is deeply subordinated and has loss absorption elements that would likely result in poor recoveries in the event of a corporate default. STABLE OUTLOOK The Stable Outlook reflects Fitch's expectation that VNO will sustain leverage in the mid-to-high 6.0x range through the rating horizon. DERIVATION SUMMARY VNO owns and controls a concentrated portfolio comprised primarily of high-quality office and street retail assets in Manhattan with strong access to institutional mortgage debt and private equity capital. The company is a large and established REIT - well known to equity investors, but less active in the public unsecured bond market due to its greater tolerance for, and strategic use of secured mortgage debt. VNO's high ratio of unencumbered assets to unsecured debt and appropriate leverage policies also support the rating. The company's New York-focused portfolio has better contingent liquidity from institutional lenders and investors than lower-rated peer Mack-Cali Realty Corp. (BB+/Stable). VNO has a large regional presence in New York, as compared to the more diversified Boston Properties (BBB+/Stable), which owns a high-quality portfolio of class A office properties, located in the Boston, New York, San Francisco and Washington, D.C. metros. However, the persistent strength and economic diversity of Manhattan and its high face rents help to mitigate the geographic concentration risk. KEY ASSUMPTIONS -- Same-store net operating income growth of 2.5% on average through 2019; -- Development spending of roughly $450 million during 2016 and 2017 and $112 million during 2018 related to the completion of 220 CPS; -- VNO ratably sells out the units in 220 CPS during 2018 and 2019, using proceeds to reduce project related borrowings and for special dividends. RATING SENSITIVITIES The following factors could result in positive momentum in the ratings and/or Outlook: -- Fitch's expectation of leverage sustaining below 6.0x; -- Fitch's expectation of fixed-charge coverage sustaining above 2.5x for several consecutive quarters. Conversely, the following factors may result in negative momentum in the ratings and/or Outlook: -- Fitch's expectation of net debt to recurring operating EBITDA sustaining above 7.5x; -- Fitch's expectation of fixed-charge coverage sustaining below 1.8x; -- Fitch's expectation of a sustained liquidity coverage ratio below 1.0x. LIQUIDITY Solid Liquidity Position VNO's sources of liquidity (cash, availability under its revolving credit facility, retained cash flow after dividends/distributions) cover its uses (pro rata debt maturities, recurring capital expenditures, non-discretionary development expenditures) by 2.8x for the period Oct. 1, 2017 through Dec. 31, 2018. VNO has $140 million of secured debt coming due in 2018 which represents 1.5% of its total debt outstanding. Fitch's liquidity analysis assumes VNO does not raise any external capital to repay debt maturities. This notwithstanding its demonstrated access to a variety of capital sources over time, which meaningfully mitigates refinancing risk in Fitch's view. Under a scenario where the company refinances 80% of maturing pro rata secured debt, VNO would operate at a 3x coverage. As of Sept. 30, 2017, VNO has ample liquidity to complete the roughly $951 million of unfunded development expenses. The company has a $2.5 billion revolving credit capacity (comprised of two $1.25 billion facilities with staggered maturities). The revolver is not drawn but $10.5 million is allocated to letters of credit. Historically, VNO relies more on the mortgage market than the unsecured bond market as a source of funds. As of Sept. 30, 2017, 87% of its debt make-up is comprised of secured debt. FULL LIST OF RATING ACTIONS Fitch currently rates VNO as follows: Vornado Realty Trust -- Issuer Default Rating (IDR) 'BBB'; -- Preferred stock 'BB+'. Vornado Realty, L.P. -- IDR 'BBB'; -- Unsecured revolving credit facilities 'BBB'; -- Senior unsecured notes 'BBB'. The Rating Outlook is Stable. WALL ST. RECYCLING: Taps Bober Markey Fedorovich as Accountant -------------------------------------------------------------- Wall St. Recycling L.L.C. seeks approval from the U.S. Bankruptcy Court for the Northern District of Ohio to hire Bober, Markey, Fedorovich & Company and Mark B. Bober as accounting experts on behalf of the Debtor in connection with Adversary Proceeding No. 17-05073 brought by Cawley JV, LLC, Global Mill Supply, Inc., individually and on behalf of JV Iron & Metal, LLC, and to provide a business valuation of the Debtor for purposes of plan confirmation. Bober Markey's current hourly rates are: Mark B. Bober - $385.00 Bryant D. Petersen - $235.00 Mark B. Bober attests that Bober Markey have no connection with the Debtor or the Debtor's creditors, equity security holders, nor the respective attorneys of the above, nor the United States Trustee for this district, nor any person employed in the Office of the United States Trustee in any matter relating to the Debtor or its estates, nor any other party with an actual or potential interest in the Case. The Accountant can be reached through: Mark B. Bober, CPA/ABV, CFF, CVA Bober, Markey, Fedorovich & Company 411 Wolf Ledges Parkway Akron, OH 44311 Phone: 330-762-9785 Fax: 330-762-3108 Email: mbober@bmfcpa.com About Wall St. Recycling Wall St. Recycling -- http://wallstreetrecycling.com/-- is a buyer and seller of ferrous and nonferrous scrap metals including copper, aluminum, brass, stainless, cast, iron and steel. Founded in 2000 as a small nonferrous yard located in Ravenna, Ohio, it has grown steadily over the years into a full service recycling company. Its facility is open to the public with unloading assistance available if needed. John Joseph, Robert Murray and Michael Ambrose each owns 33.33% of the company. Wall St. Recycling L.L.C., aka Wall Street Recycling LLC, filed a Chapter 11 petition (Bankr. N.D. Ohio Case No. 17-51701) on July 19, 2017. Robert Murphy, member, signed the petition. The Debtor estimated assets and liabilities ranging between $1 million and $10 million. The case is assigned to Judge Alan M. Koschik. Marc B. Merklin, Esq., Kate M. Bradley, Esq., and Bridget A. Franklin, Esq., at Brouse McDowell, LPA, serve as the Debtor's bankruptcy counsel. The Debtor hired Leonard I. Greenberg, Inc. as its accountant. WARWICK PROPERTIES: Real Property Sale to Fund Plan Payments ------------------------------------------------------------ A disclosure statement to accompany its Plan of Reorganization was filed by Warwick Properties, LLC , with the U.S. Bankruptcy Court for the District of Nevada. The allowed secured claims of Crabtree Development and Investment LLC/Phalanx Properties II LLC, in the amount of $760,000 and secured with a deed of trust on the real property of the Debtor at 2115 Willow Road, Arroyo Grande, California ("Real Property"), will be paid in full. The allowed secured claims of George Garcia, amounting to approximately $35,000 and secured with a deed of trust on the Real Property, will also be paid in full. The Debtor will either refinance or sell the Real Property within the next 9 months. If the Real Property is not sold within 9 months from the Effective Date, then it will be put up for auction. The auction will be advertized over the next 3 months and the Real Property will be sold at a public auction 1 year from the Effective Date. Allowed unsecured claims consisting claims for goods and/or services provided to the Debtor before the Petition Date, claims for breach of contract or rejection of executory contracts and unexpired leases, claims for damages, and deficiency claims will be paid in full upon the refinancing or sale of the Real Property. Holders of the allowed interests shall retain their interest in the reorganized Debtor and their rights shall reinvest upon an order confirming the Plan. A full-text copy of Warwick Properties' disclosure statement is available at: http://bankrupt.com/misc/nvb17-15065-40.pdf Warwick Properties is represented by: David J. Winterton, Esq. DAVID J. WINTERTON & ASSOC., LTD. 1140 N. Town Center Drive, Suite 120 Las Vegas, NV 89144 Tel: (702)363-0317 Fax: (702)363-1630 Email: david@davidwinterton.com About Warwick Properties LLC Warwick Properties, LLC, a company based in Henderson, Nevada, owns a real property located at 2115 Willow Road, Arroyo Grande, California. The property is valued by the Debtor at $1.30 million. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 17-15065) on September 20, 2017. Seth McCormick, managing member, signed the petition. At the time of the filing, the Debtor disclosed $1.30 million in assets and $901,752 in liabilities. Judge Mike K. Nakagawa presides over the case. WELLMAN DYNAMICS: Dec. 21 Assets Sale Hearing/Status Conference Set ------------------------------------------------------------------- Judge Anita L. Shodeen of the U.S. Bankruptcy Court for the Southern District of Iowa has entered a minute order regarding Wellman Dynamics Corp.'s proposed sale of substantially all its assets to TCTM Financial DS, LLC for (i) a credit bid of $15,500,000, (ii) cash equal to $5,000,000, and (iii) the assumption of the Assumed Liabilities, subject to overbid. The Debtor, TCTM and the Official Unsecured Creditors Committee have resolved numerous objections to the proposed bid procedures and Asset Purchase Agreement. These resolutions are being set forth in a term sheet to be incorporated into the Second Amended Bid Procedures and Asset Purchase Agreement. Not later than Dec. 19, 2017, the Debtor will file its Second Amended Bid Procedures and Asset Purchase Agreement. A red lined copy of these documents will be provided to the Court. The Court will conduct a hearing and status conference on Dec. 21, 2017 at 2:00 p.m. (CST) on any pending objections or other matters pertaining to the parties' stipulations. About Fansteel and Affiliates Headquartered in Creston, Iowa, Fansteel, Inc., operates four business units at four locations in the USA and one in Mexico with a workforce of more than 600 employees. Fansteel generated approximately $87.4 million in revenue in 2015 on a consolidated basis. Wellman Dynamics Corporation contributed 67% of Fansteel's sales. The rest of the sales are generated from Intercast, a division of Fansteel, and other non-debtor subsidiaries. Fansteel, Wellman Dynamics and Wellman Dynamics Machinery & Assembly, Inc., filed Chapter 11 petitions (Bankr. S.D. Iowa Case Nos. 16-01823, 16-01825 and 16-01827) on Sept. 13, 2016. Jim Mahoney, CEO, signed the petitions. The Debtors disclosed total assets of $32.9 million and total debt of $41.97 million. The cases are assigned to Judge Anita L. Shodeen. The companies tapped Jeffrey D. Goetz, Esq., and Krystal R. Mikkilineni, Esq., at Bradshaw, Fowler, Proctor & Fairgrave, P.C., as counsel; RSM US LLP as tax advisor; Jeffrey Sands and Dorset Partners, LLC as business broker; and Mark J. Steger, Esq., at the Clark Hill Law Firm as Environmental Counsel. The companies filed motions to jointly administer the cases pursuant to Bankruptcy Rule 1015(b), and the court ordered the joint administration on Oct. 17, 2016. The court subsequently entered an order on May 24, 2017, vacating its Oct. 17 order and discontinuing the joint administration of the cases under the lead case of Fansteel. On Sept. 23, 2016, the U.S. Trustee for Region 12 appointed an official committee of unsecured creditors in Fansteel's bankruptcy case. The committee retained Morris Anderson & Associates, Ltd., as financial advisor; and Archer & Greiner, P.C. and Nyemaster Goode, P.C., as counsel. In March 2017, the U.S. trustee announced that the unsecured creditors' committee of Fansteel would no longer serve as the official committee in its case and that it would be reconstituted as the official committee of unsecured creditors in the Chapter 11 cases of Wellman Dynamics and Wellman Dynamics Machinery. As of March 22, 2017, a new creditors' committee has not yet been appointed in Fansteel's bankruptcy case. Wellman Dynamics filed a Chapter 11 plan of reorganization and disclosure statement on Jan. 11, 2017. On May 8, 2017, the creditors' committee of Wellman Dynamics filed a rival Chapter 11 plan of liquidation for the company. WELLMAN DYNAMICS: Sale of All Assets to Penion/Baker Approved ------------------------------------------------------------- Judge Anita L. Shodeen of the U.S. Bankruptcy Court for the Southern District of authorized Wellman Dynamics Machining & Assembly, Inc.'s sale of substantially all assets to Penion/Baker pending submission of a proposed sale order. Penion/Baker submitted the successful bid at auction. The sale is free and clear of liens. The Debtor will have until Dec. 18, 2017 to submit the proposed order. About Fansteel and Affiliates Headquartered in Creston, Iowa, Fansteel, Inc., operates four business units at four locations in the USA and one in Mexico with a workforce of more than 600 employees. Fansteel generated approximately $87.4 million in revenue in 2015 on a consolidated basis. Wellman Dynamics Corporation contributed 67% of Fansteel's sales. The rest of the sales are generated from Intercast, a division of Fansteel, and other non-debtor subsidiaries. Fansteel, Wellman Dynamics and Wellman Dynamics Machinery & Assembly, Inc., filed Chapter 11 petitions (Bankr. S.D. Iowa Case Nos. 16-01823, 16-01825 and 16-01827) on Sept. 13, 2016. The petitions were signed by Jim Mahoney, CEO. The cases are assigned to Judge Anita L. Shodeen. The Debtors disclosed total assets of $32.9 million and total debt of $41.97 million. The companies tapped Jeffrey D. Goetz, Esq., and Krystal R. Mikkilineni, Esq., at Bradshaw, Fowler, Proctor & Fairgrave, P.C., as counsel; RSM US LLP as tax advisor; Jeffrey Sands and Dorset Partners, LLC, as business broker; and Mark J. Steger, Esq., at the Clark Hill Law Firm, as Environmental Counsel. The companies filed motions to jointly administer the cases pursuant to Bankruptcy Rule 1015(b), and the court ordered the joint administration on Oct. 17, 2016. The court subsequently entered an order on May 24, 2017, vacating its Oct. 17 order and discontinuing the joint administration of the cases under the lead case of Fansteel. On Sept. 23, 2016, the U.S. Trustee for Region 12 appointed an official committee of unsecured creditors in Fansteel's bankruptcy case. The committee retained Morris Anderson & Associates, Ltd., as financial advisor; and Archer & Greiner, P.C., and Nyemaster Goode, P.C., as counsel. In March 2017, the U.S. trustee announced that the unsecured creditors' committee of Fansteel would no longer serve as the official committee in its case and that it would be reconstituted as the official committee of unsecured creditors in the Chapter 11 cases of Wellman Dynamics and Wellman Dynamics Machinery. As of March 22, 2017, a new creditors' committee has not yet been appointed in Fansteel's bankruptcy case. Wellman Dynamics filed a Chapter 11 plan of reorganization and disclosure statement on Jan. 11, 2017. On May 8, 2017, the creditors' committee of Wellman Dynamics filed a rival Chapter 11 plan of liquidation for the company. WIGGINTON ENTERPRISES: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Wigginton Enterprises, LLC, as of Dec. 15, according to a court docket. Wigginton is represented by: Richard Johnston, Jr., Esq. Johnston Law, PLLC 7370 College Parkway, Suite 207 Fort Myers, FL 33907 Phone: 239-600-6200 Email: richard@richardjohnstonlaw.com About Wigginton Enterprises LLC Based in Fort Myers, Florida, Wigginton Enterprises, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 17-09516) on November 9, 2017. At the time of the filing, the Debtor disclosed that it had less than $100,000 in assets and less than $1 million in liabilities. Judge Caryl E. Delano presides over the case. Johnston Law, PLLC is the Debtor's bankruptcy counsel. WILLIAMS FINANCIAL: Green Tek Buying Computer Equipment for $12K ---------------------------------------------------------------- Williams Financial Group, Inc., and its affiliates, ask the U.S. Bankruptcy Court for the Northern District of Texas to authorize them to sell the computer equipment they previously used to conduct their business to Green Tek Solutions, LLC for $12,000, subject to higher and better offers. As part of the wind down of their operations, the Debtors have an opportunity to generate additional income for the estate in the form of proceeds from the sale of Computer Equipment. They solicited bids for the Computer Equipment from a variety of parties that are generally interested in purchasing office technology. The Debtors received multiple Bids for purchase of all of the Computer Equipment, ranging from $8,000 to $12,000. The Debtors, in the proper exercise of their business judgment, believe that the bid offered by Green Tek, 8935 Knight Road, Houston, Texas 77054, of $12,000, free and clear of any interest, is the highest and best bid for the Computer Equipment. The Debtors are sensitive to the concerns of the parties in interest in these Cases that no data will be lost in the process of selling the Computer Equipment and that the confidentiality of the Debtors' prior clients' data and personal information is maintained as appropriate. Their personnel have already begun the process of backing up their data for efficient future cloud storage, and will have completed the work prior to the transfer of possession of the Computer Equipment. These cloud backups will retain all the data stored on the Computer Equipment for future reference. The Debtors' personnel are also destroying hard drives contained within the Computer Equipment after cloud backups are created, to eliminate any risk of data breach. Finally, as part of the terms of any purchase of the Computer Equipment, any buyer is required to destroy any hard drives or other data storage components of the Computer Equipment that might contain confidential customer information once the Computer Equipment is in the buyer's possession. A copy of the list of the Computer Equipment to be sold is available for free at: http://bankrupt.com/misc/Williams_Financial_252_Sales.pdf The Debtors continue to solicit additional Bids and to the extent they receive a Bid that in their business judgment is a higher Bid, they will file a notice of such Bid in advance of any hearing on the Motion. The Debtors no longer operate and have no further need for the Computer Equipment. Selling the Computer Equipment for cash is the highest and best use for the Computer Equipment at this time in their efforts to maximize value for their creditors. They believe moving forward with the Green Tek Bid is the proper exercise of their business judgment. Accordingly, they ask the Court to approve the relief requested. Additionally, the Debtors respectfully ask that the Court waives the provisions of Federal Rule of Bankruptcy Procedure 6004(h) staying the effectiveness of any Order granting the Motion, and provide that any Order granting the Motion be effective immediately upon entry thereof. About Williams Financial Group Williams Financial Group, Inc. and its subsidiaries WFG Management Services Inc., WFG Investments Inc. and WFG Advisors LP sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case Nos. 17-33578 to 17-33581) on Sept. 24, 2017. At the time of the filing, Williams Financial Group estimated assets and liabilities of $1,000,001 to $10 million. Judge Harlin Dewayne Hale presides over the cases. David William Parham, Esq., at Akerman LLP, serves as the Debtors' Chapter 11 counsel. Sessions, Fishman, Nathan & Israel LLC serves as the Debtors' special counsel. Baker & McKenzie LLP is the special claims counsel. Richard F. Amsberry P.C. is the Debtors' accountant. WILLIAMS FINANCIAL: NSC Buying Furniture & Computer Eqpt. for $10K ------------------------------------------------------------------ Williams Financial Group, Inc., and its affiliates ask the U.S. Bankruptcy Court for the Northern District of Texas to authorize them to sell furniture and computer equipment that was and continues to be used by their subtenant, National Securities Corp. ("NSC FF&E") to NSC for $10,000. As part of the wind down of their operations, the Debtors have an opportunity to generate additional income for the estate in the form of proceeds from the sale of the NSC FF&E. The Debtors approached NSC to see if NSC was interested in purchasing the NSC FF&E. NSC made an offer to purchase the NSC FF&E that the Debtors evaluated and determined was commercially reasonable. NSC has agreed to pay $10,000 free and clear of any interest for the NSC FF&E. The Debtors, in the proper exercise of their business judgment, believe that $10,000 is the highest and best price available for the NSC FF&E, since that price represents a significant premium over what they're realizing for similar FF&E in concurrent sales of the their similar property during these Cases. As such, the Debtors ask Court approval of the sale of the NSC FF&E to NSC for $10,000. The Debtors are sensitive to the concerns of the parties in interest in these Cases that no data will be lost in the process of selling the NSC FF&E and that the confidentiality of their prior clients' data and personal information is maintained as appropriate. The NSC FF&E has been used by NSC to conduct its operations, which are wholly separate and distinct from the Debtors, since NSC began using the NSC FF&E many years ago. The Debtors do not store any data on the NSC FF&E. The NSC FF&E consists of 22 computers, 38 monitors, two small conference tables, 10 desks, 25 chairs, four small bookshelves, and three small file cabinets. All of the equipment has been in use by NSC for years and would not likely bring a liquidation value above $10,000 if sold at auction. Additionally, because it is being sold in place to NSC, there are no moving costs associated with the sale. Any other buyer would have to price in the cost of picking up and transporting the NSC FF&E elsewhere. The Debtors asks the Court's approval and authority to sell the NSC FF&E to NSC for $10,000. They do not use the NSC FF&E but rather provide it to NSC for NSC's use. Selling the NSC FF&E for cash is the highest and best use for the NSC FF&E at this time in the Debtors' efforts to maximize value for their creditors. Accordingly, the Debtors believe moving forward with the sale to NSC is the proper exercise of their business judgment. Additionally, the Debtors respectfully ask that the Court waives the provisions of Federal Rule of Bankruptcy Procedure 6004(h) staying the effectiveness of any Order granting the Motion, and provide that any Order granting the Motion be effective immediately upon entry thereof. A copy of the list of NSC FF&E to be sold is available for free at: http://bankrupt.com/misc/Williams_Financial_250_Sales_.pdf About Williams Financial Group Williams Financial Group, Inc. and its subsidiaries WFG Management Services Inc., WFG Investments Inc. and WFG Advisors LP sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case Nos. 17-33578 to 17-33581) on Sept. 24, 2017. At the time of the filing, Williams Financial Group estimated assets and liabilities of $1,000,001 to $10 million. Judge Harlin Dewayne Hale presides over the cases. David William Parham, Esq., at Akerman LLP, serves as the Debtors' Chapter 11 counsel. Sessions, Fishman, Nathan & Israel LLC serves as the Debtors' special counsel. Baker & McKenzie LLP is the special claims counsel. Richard F. Amsberry P.C. is the Debtors' accountant. WINDSTREAM SERVICES: Fitch Rates New Unsec. Notes Due 2024 'B/RR4' ------------------------------------------------------------------ Fitch Ratings has assigned a 'B'/'RR4' rating to Windstream Services, LLC's new 8.75% senior unsecured notes maturing in 2024. The new 2024 notes are pari passu to the company's existing unsecured notes and are being issued in exchange for a portion of 7.75% senior notes due 2021 and 7.50% senior notes due 2022. On Dec.12, 2017, Windstream announced results for debt exchange offers announced on Nov. 28, 2017. Approximately 86% ($538 million) and 85% ($232 million) of 2021 and 2022 noteholders, respectively, have accepted the exchange offers as of the early settlement date. The debt exchanges would entail higher incremental interest cost for Windstream, but the lower maturity wall in the intermediate term would help improve the liquidity position. The new 2024 notes are subject to a mandatory redemption of $150 million, 75 days after the initial settlement date. The covenants restrict payments to the parent, Windstream Holdings, Inc., if leverage is equal or greater than 3.5x, with carve-outs for master lease payments by parent to Uniti Group Inc. and certain administrative and tax payments. Windstream also announced 2023 exchange offer, where it offered to exchange 7.50% senior notes due 2023 for 6 3/8% notes maturing in 2023. As of the early settlement date, 57% ($68 million in aggregate principal) of the note holders had tendered to exchange, lower than the minimum $90 million required per 2023 exchange conditions. The company has extended the deadline until Dec. 26, 2017. Windstream's ratings are on Negative Watch after the company received a notice of default from Aurelius Capital Master Ltd., a noteholder on its 6 3/8% bonds. Windstream is defending the allegations and has filed a legal proceeding on the matter. Windstream has obtained the consent solicitations for waiver of the alleged defaults from a majority of 6 3/8% noteholders. Fitch will resolve the Watch following the resolution of the pending litigation. KEY RATING DRIVERS Near-Term Pressures: Including the EarthLink merger and Broadview Networks acquisition (the transactions), Windstream continued to experience pressure in its wholesale segment, as well as the small/medium business incumbent local exchange carrier (ILEC) segment through the third quarter of 2017 (3Q17). The enterprise segment remains weak due to effects of legacy revenue declines. Competitive local exchange (CLEC) consumer and small business has shown stabilization in 3Q17, benefitting from acquisition-related segment revenue. Pro forma for the transactions, Fitch's base case assumes revenues continue to decline over the forecast horizon, albeit at a slowing pace. Revenue Mix Changes: Windstream derives approximately two-thirds of its revenue from enterprise services, consumer high-speed internet services and its carrier customers (core and wholesale), providing the best prospects for stable revenues in the long term. Certain legacy revenues remain pressured, but Windstream's revenues should stabilize gradually as legacy revenues dwindle in the mix. Leverage Metrics: Fitch estimates total adjusted debt/EBITDAR will be 5.8x in 2017, including the transactions. Fitch expects total adjusted debt/EBITDAR will decline to the mid-5x range by the end of 2019 as cost synergies are realized from both transactions. In calculating total adjusted debt, Fitch applies an 8x multiple to the sum of the annual rental payment to Uniti plus other rental expenses. Cost Synergies Support EBITDA Stabilization: Windstream anticipates realizing more than $180 million of annual run-rate synergies three years after the close of the transactions: $155 million in operating cost savings and $25 million in capital spending savings. Windstream expects to realize approximately $180 million in run-rate synergies by the end of 2019. In its base case assumptions for Windstream, Fitch has assumed moderately lower cost savings to be realized by the end of three years following the transactions. Fitch expects EBITDAR margin improvement in the range of 100bps-200bps by the end of 2019. Integration Key to Success: Fitch believes there are potential execution risks to achieving the operating cost and capital expenditure synergies following the close of the transactions. Initial savings are expected to be realized from reduced selling, general and administrative savings as corporate overheads and other public company cost savings arise. Over time, the company is expected to realize the benefits of lower network access costs as on-network opportunities lower third-party network access costs. Finally, cost savings are expected to be realized by IT and the billing system. Fitch estimated $20 million of these savings in 4Q17. DERIVATION SUMMARY Windstream has a weaker competitive position based on scale and size of its operations in the higher-margin enterprise market. Larger companies, including AT&T Inc. (A-/Rating Watch Negative), Verizon Communications Inc. (A-/Stable), and CenturyLink, Inc. (BB/Stable), have an advantage with national or multinational companies given their extensive footprints in the U.S. and abroad. In comparison to Windstream, AT&T and Verizon maintain lower financial leverage, generate higher EBITDA margins and FCF, and have wireless offerings that provide more service diversification. Fitch also believes Windstream has a weaker FCF profile than CenturyLink including the LVLT acquisition, as CenturyLink's FCF will benefit from enhanced scale and LVLT's net operating loss carryforwards. Although Windstream has less exposure to the more volatile residential market compared to its wireline peer, Frontier Communications Corp. (B+/Stable), it has higher leverage than Frontier. Within the residential market, incumbent wireline providers face wireless substitution and competition from cable operators with facilities-based triple play offerings, including Comcast Corp. (A-/Stable) and Charter Communications Inc. (Fitch rates Charter's indirect subsidiary, CCO Holdings, LLC, BB+/Stable). Cheaper alternative offerings such as Voice over Internet Protocol (VoIP) and over-the-top (OTT) video services provide additional challenges. Incumbent wireline providers have had modest success with bundling broadband and satellite video service offerings in response to these threats. As of year-end 2016, roughly 60% of Windstream's footprint overlapped with a national cable operator. No country-ceiling, parent/subsidiary or operating environment aspects impact the rating. KEY ASSUMPTIONS Fitch's key assumptions within Fitch rating case for the issuer include: -- Revenue and EBITDA include the EarthLink merger as of Feb. 27, 2017 and the acquisition of Broadview on July 28, 2017. -- Revenues total $5.9 billion for 2017 and remain almost flat in 2018. Fitch expects organic revenue to continue to decline over the forecast horizon, albeit at a slowing pace. -- 2017 EBITDA is expected to benefit from synergies achieved from acquisitions and other cost savings. Fitch expects EBITDA margins to expand by roughly 70bps in 2018 as additional cost synergies are realized. -- Fitch expects total adjusted debt/EBITDAR will decline from 5.8x at year-end 2017 to the mid-5x range by the end of 2019 as cost synergies are realized from both transactions. RATING SENSITIVITIES Future Developments That May, Individually or Collectively, Lead to Positive Rating Action -- The company sustains total adjusted debt/EBITDAR below 5.0x- 5.2x. -- Revenues and EBITDA would need to stabilize on a sustained basis. -- Fitch would also need to see progress by Windstream on executing the integration of its recent transactions. -- Material reduction in leverage on a sustained basis following any asset sales repayment of debt could also benefit the rating. Future Developments That May, Individually or Collectively, Lead to Negative Rating Action -- A negative rating action could occur if total adjusted debt/EBITDAR is 6.0-6.2x or higher for a sustained period. -- The company no longer makes progress toward revenue and EBITDA stability due to competitive and business conditions. -- Evidence of deterioration in liquidity, including lack of positive run-rate FCFs and declining FCF margin. -- Any negative developments related to the outcome of the receipt of notice of default. Fitch intends to resolve the Rating Watch once it can be sufficiently determined that the allegations under the notice will not affect Windstream's credit profile. LIQUIDITY The rating is supported by the liquidity provided by Windstream's $1.25 billion revolving credit facility (RCF). At Sept. 30, 2017, approximately $129 million was available (pro forma for the recently completed debt exchanges, approximately $410 million is available under the revolver). The revolver availability was supplemented with $56.5 million in cash at the end of 3Q17. The $1.25 billion senior secured RCF is in place until April 2020. Principal financial covenants in Windstream's secured credit facilities require a minimum interest coverage ratio of 2.75x and a maximum leverage ratio of 4.5x. Outside of annual term loan amortization payments, Windstream does not have any material maturities until 2020. The recent debt exchanges helped Windstream extend the maturities, improving the liquidity profile. Windstream utilized the proceeds from new money 2025 senior secured notes to repay $250 million under the revolver and $140 million under term loan tranche B6. Pro forma for the debt exchanges, and repayment of revolver, maturities in 2020 total approximately $1.3 billion at Sept. 30, 2017. Fitch estimates post-dividend FCF in 2017 will range from negative $100 to negative $200 million, including integration capex, $50 million of spending related to the completion of Project Excel and other cash non-operating expenses. Fitch expects capital spending to return to normal levels in the 13%-15% range after 2017 and for the company to return to positive FCF in 2018, with FCF margins in the low single digits over the forecast. RECOVERY The recovery analysis assumes that Windstream would be considered a going concern in a bankruptcy and that the company would be reorganized rather than liquidated. Fitch has assumed a 10% administrative claim. Windstream's going concern EBITDA is based on LTM EBITDA as of Sept. 30, 2017, pro forma for acquisitions and synergies. The going-concern EBITDA estimate reflects Fitch's view of a sustainable, post-reorganization EBITDA level, upon which Fitch bases the valuation of the company. A lower going-concern EBITDA factors in the competitive dynamics of the industry that result in account losses and pricing pressures. The overall decline also considers Windstream's cost cutting efforts as an offsetting factor. This leads to a post-reorganization EBITDA estimate of approximately $1.2 billion that is 20% below pro forma LTM EBITDA as of Sept. 30, 2017. The current network lease with Uniti is expected to remain unchanged. An EV multiple of 4.5x is used to calculate a post-reorganization valuation. Comparable market multiples in the industry range from 5.4x-8.7x and recent acquisition multiples range from 3.8x-6.6x. There are two bankruptcy cases analyzed in Fitch's TMT bankruptcy case study report - Fairpoint and Hawaiian Telecom - both of which filed bankruptcy in 2008 and emerged with multiplies of 4.6x and 3.7x, respectively. Both were also sold in recent acquisitions for 5.9x and 5.6x. The recovery multiple takes into account Windstream's weaker competitive position in the industry and the company's exposure to legacy assets. Fitch's multiple for Windstream's recovery analysis also considers dependence on legacy revenues that will decline in future, aided by revenue from recent acquisitions in cloud and connectivity space. The revolving facility is assumed to be fully drawn upon default. The waterfall analysis results in a 100% recovery corresponding to a 'RR1' Recovery Rating for the secured debt including the first-lien credit facility and revolving facility; and the newly issued senior secured notes. The senior secured tranche of Windstream's capital structure benefits from a first-priority lien on all assets and capital stock of its subsidiaries (subject to regulatory approval) and a guaranty from Windstream's material direct and indirect domestic subsidiaries (except for subsidiaries of PAETEC Holding Corp and subject to regulatory approval). The waterfall also indicates an 'RR4' (41%) recovery for senior unsecured notes. FULL LIST OF RATING ACTIONS Fitch has maintained the following ratings: Windstream Services, LLC -- Issuer Default Rating (IDR) at 'B'; -- $1.25 billion senior secured revolving credit facility due 2020 at 'BB/RR1'; -- Senior secured term loans at 'BB/RR1'; -- Senior secured notes due 2025 at 'BB/RR1'; -- Senior unsecured notes at 'B/RR4'. The ratings remain on Rating Watch Negative. WOOD COUNTY HOSPITAL: Moody's Cuts Revenue Bonds Rating to Ba1 -------------------------------------------------------------- Moody's Investors Service has downgraded Wood County Hospital Association, OH (WCHA) revenue bonds issued through Wood County to Ba1 from Baa3. The downgrade to Ba1 affects approximately $53.8 million of debt. The outlook is revised to negative from stable at the lower rating level. RATINGS RATIONALE The downgrade to Ba1 reflects the precipitous decline in operating performance in FY 2017 driven primarily by significant losses at the physician practice plan. The Ba1 also incorporates continued challenges related to the increasingly competitive landscape and high debt burden relative to the system's size and scope of operations. Offsetting these challenges are the system's adequate balance sheet and favorable payor mix. RATING OUTLOOK The negative outlook reflects Moody's opinion that the system will continue to experience challenges related to financial losses at the physician practice plan, statewide market consolidation, and declining utilization. Given challenges related to revenue growth, the system will need to tightly manage expenses in order to achieve budgeted 2018 performance. Inability to meet and sustain 2018 budgeted performance, or a decline in liquidity would result in a downgrade. FACTORS THAT COULD LEAD TO AN UPGRADE Significant and sustained improvement in operating performance Multiyear improvement in utilization metrics Material enterprise growth Improvement in leverage metrics FACTORS THAT COULD LEAD TO A DOWNGRADE Inability to achieve 2018 budgeted performance Reduction in absolute or relative liquidity Increase in debt without commensurate increase in cash and cash flow Reductions in market share as a result of increased competition LEGAL SECURITY The Series 2012 bonds are secured by a joint and several gross revenue pledge of the Obligated Group. Obligated Group members include Wood County Hospital Association, Wood County Women's Care of Bowling Green, LLC (an OB/GYN physician practice), Wood Health Company, LLC (a physician practice), WHC Medical Services, LLC (a physician practice), and Falcon Health Center, LLC. The Series 2012 bonds are supported by a debt service reserve fund but a mortgage pledge is not included. USE OF PROCEEDS Not Applicable PROFILE Wood County Hospital Association includes a 196 bed acute care hospital, two general physician groups with 45 providers, an OB/GYN practice and the student health center on the BGSU campus. The hospital offers a variety of inpatient and outpatient services that include a 24 hour emergency room, inpatient and outpatient surgery, inpatient ICU, and a sleep lab. METHODOLOGY The principal methodology used in this rating was Not-For-Profit Healthcare published in November 2017. WR GRACE: S&P Alters Outlook to Negative on Weaker Credit Metrics ----------------------------------------------------------------- S&P Global Ratings affirmed its 'BB+' corporate credit rating on W.R. Grace & Co. and revised the outlook to negative from stable. S&P said, "At the same time, we affirmed our 'BBB-' issue-level rating and '1' recovery rating on the company's senior secured term loan. The '1' recovery rating reflects our expectation of very high (90% to 100%; rounded estimate: 95%) recovery in the event of a payment default. We also affirmed our 'BB+' issue-level rating and '4' recovery rating on the company's senior unsecured notes. The '4' recovery rating reflects our expectation of average (30% to 50%; rounded estimate: 30%) recovery in the event of payment default. "The revision of W.R. Grace's outlook to negative from stable reflects our view that credit measures have little cushion at the current ratings and that any additional debt from the pending acquisition of Albemarle Corp.'s polyolefin catalyst assets could increase leverage beyond what we consider to be appropriate for the current rating. Partially offsetting additional debt is our expectation that the company will add incremental EBITDA from this acquisition. Going into the pending acquisition, we expect funds from operations (FFO) to debt to be in the 18% region, which we believe is slightly weak for the current rating, and debt to EBITDA to be about 3.5x-4x on a weighted average of historical and projected figures. "The negative outlook on W.R. Grace & Co. reflects our view that credit measures have little cushion at the current ratings and that any additional debt from the pending acquisition of Albemarle's polyolefin catalyst assets could increase leverage beyond what we consider to be appropriate for the current rating. Excluding the transaction, weighted-average (based on historical and future numbers) credit ratios look weak over the forecast period, specifically with FFO to debt just below 20% and debt to EBITDA of 3.5x-4x. We will establish the impact of the transaction on credit metrics once we have more clarity regarding the plans for funding and the ultimate capital structure. "We could lower ratings over the next 12 months if we expect that debt to EBITDA would exceed 4x for an extended period, pro forma for the transaction. This could occur if the company uses moderate to high additional debt to fund the transaction or if, against our expectations for improvement in earnings, operating performance is weaker than expected due to margin compression or price fluctuations. Given that the company's weighted-average FFO to debt is currently just below 20%, which is already weak for the current rating, any deterioration in this metric could also contribute to a downgrade. We could also lower ratings if we deemed the company's financial policy no longer supports current credit quality, which could occur if it uses substantial debt to fund the acquisition or if it were to pursue any significant debt-funded shareholder rewards. "We could revise the outlook to stable within the next 12 months if the company has greater-than-expected operating performance, which leads to improved credit measures. This could occur if the company lowers operating costs with an effective product and regional mix and if margins increased by at least 100 basis points (bps.) To revise the outlook to stable, we would expect FFO to debt to exceed 20% and debt to EBITDA to remain below 4x on a sustained basis. These metrics would have to be accompanied by supportive financial policies over the next year. In addition to improved metrics, we would need to continue to assess the business risk profile as at least satisfactory." ZENITH ENERGY: Fitch Assigns 'B' First-Time IDR; Outlook Stable --------------------------------------------------------------- Fitch Ratings has assigned a first-time Long-Term Issuer Default Rating (IDR) of 'B' to Zenith Energy U.S. Logistics Holdings, LLC. The Rating Outlook is Stable. Additionally, Fitch has assigned a 'B+'/'RR3' rating to Zenith's senior secured term loan and senior secured revolver. The term loan and revolver are secured by a perfected first priority lien on all of Zenith's and each of its guarantor subsidiaries' assets. Zenith's rating reflects the company's high percentage of take-or-pay contracts with relatively short tenor, debt incurrence covenants, Gulf LNG, Inc. (GLNG) arbitration-related debt structural features, and FCF profile. Offsetting factors include the company's small size and scale, limited geographic diversification, customer concentration, contract renewal risk, and Canadian crude-by-rail economics exposure. Approximately $410 million in debt is affected by today's rating actions. See the list of rating actions at the end of this release. KEY RATING DRIVERS Limited Size and Scale: The company's strategy is to focus on secondary markets with limited competition. The assets were acquired through several acquisitions and consist of second-tier terminaling, storage, throughput and transloading facilities spread across the U.S. Lower 48. In August 2017, Arc Logistics Partners LP (ARCX) agreed to be acquired by Zenith, a portfolio company of sponsor Warburg Pincus LLC. ARCX was viewed as lacking size and scale and had limited access to public capital markets, which hindered its growth as a master limited partnership (MLP). Zenith will have access to equity funding from Warburg and eliminate their distributions, providing additional capital for potential growth. Relatively Stable Contracted Cash Flows: More than 80% of the company's LTM third quarter 2017 (3Q17) revenues were generated from take-or-pay contracts. These arrangements remove direct commodity price exposure, benefiting Zenith's cash flows. Zenith's contract tenor, however, is relatively short. As such recontracting risk is of concern in the intermediate term (2020 and beyond). The primary near-term cash flow risk is linked to the Joliet terminal contracted to ExxonMobil that expires in May 2018. Fitch anticipates that Zenith and ExxonMobil will come to an agreement, but at materially reduced terms. Fitch recognizes, however, that the company is pursuing several Joliet diversification projects that will help partially offset potential reductions in ExxonMobil-linked EBITDA. Nevertheless, Fitch's base case projects Zenith will be FCF positive with excess cash flows along with potential debt and equity proceeds to be used to fund acquisitions. Leverage Forecast Around 5.5x: Fitch's base case forecasts debt/EBITDA will be approximately 5.5x and 5.4x in 2018 and 2019, respectively. Fitch assumes that the company will be acquisitive during this timeframe and manage leverage in the 5x-5.5x range. Fitch recognizes that the debt structural features contain a cash flow sweep that is likely to result in leverage below Fitch forecast if the company is unable to execute acquisitions or utilizes a different funding mix. Covenant Protection: Zenith's term loan has several credit-friendly terms including debt incurrence tests, excess cash flow sweeps and a potential GLNG-linked sponsor equity injection. The sponsor support language requires Warburg to provide up to $100 million in equity to ensure the pro forma leverage for Zenith does not exceed 5.5x debt/EBITDA in the event of a negative arbitration decision on GLNG. Fitch views the company's debt service coverage ratio maintenance covenant of 1.1x as manageable. Further, Fitch believes that the covenant language around the GLNG arbitration reduces potential credit risk through deleveraging. DERIVATION SUMMARY Zenith's terminaling and storage assets are relatively small when compared to higher-rated peers. Zenith lacks the competitive advantage of ITT Holdings LLC's (BBB-/Stable) strategic location in the New York Harbor and on the lower Mississippi River. Additionally, Zenith lacks the size, scale, and diversity of other storage and terminal operators such as Kinder Morgan, Inc. (BBB-/Stable) and Buckeye Partners, LP (BBB-/Stable). Fitch typically views small-scale standalone midstream companies with EBITDA of below $100 million as possessing higher-risk credit profiles due to business concentration risk leading to lower competitive and financial advantages that larger scale and diversity generally provide. From a credit metric perspective, Zenith's pro forma 2017 leverage is expected to be approximately 5.5x at year-end 2017, which is better than lower rated NGL Energy Partners, LP (LT IDR: B/Negative); which was approximately 8.0x as of NGL's fiscal year end 2017 (March 31, 2017), though Fitch notes NGL is larger and more diversified and is expected to see improved metrics in fiscal 2018. Leverage at Zenith is high initially but improves quickly similar to recently rated 'B' category issuer, Navitas Midstream Midland Basin, LLC. However, Fitch views Navitas' recovery as being stronger due in part to its location in the Permian basin where Fitch believes production fundamentals favor higher asset value on gas gathering and processing assets relative to crude and refined productions storage assets. Zenith is expected to be FCF positive through Fitch's rating horizon, which is somewhat unique relative to Fitch's other midstream energy coverage, which across most rating categories (BBB and BB), tend to be FCF negative (after dividends/distribution) due in part to the preponderance of MLPs within Fitch's midstream coverage. Peers such as Medallion Midland Acquisition, LLC (BB-/Stable) are expected to become FCF positive in 2018 as well. KEY ASSUMPTIONS Fitch's Key Assumptions Within Fitch Rating Case for the Issuer -- Base case WTI oil price that trends up from $50/barrel in 2017 to a long-term price of $55.0/barrel; -- Fitch expects the ExxonMobil contract will be renewed but assumes a material reduction in terms partially offset by Joliet terminal diversification-related EBITDA; -- Fitch assumes that the Eni USA GLNG contract continues through 2031; -- Zenith realizes approximately $7 million in synergies upon completion of the transaction. Recovery Rating Assumptions: Fitch's corporate recovery analysis uses a $55 million sustainable, post-default EBITDA mainly reflecting the potential for a material reduction in the Joliet terminal contractual terms. Fitch assumed a relatively conservative 6.5x EBITDA multiple, compared to recent refinery-linked logistics and terminal transaction multiples in the 8.5x range, due to a combination of somewhat weaker asset quality, shorter contract coverage, and, in some instances, linkage to changeable Canadian crude-by-rail economics. The estimated going-concern value was discounted by 10% for administrative and priority claims. The distributable value was allocated to the first-lien secured credit facility, term loan, and delayed-draw term loan on a pari passu basis. Fitch's recovery scenario analysis results in a 64% recovery leading to a 'B+'/'RR3' rating. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action -- Fitch does not expect positive rating action at Zenith given the limited size and scale, operating and geographic diversity of the issuer. Should Zenith increase its size, scale, and asset, geographic or business line diversity, with a focus on growing EBITDA above $100 million per year on a sustained basis while maintaining leverage at or below 4.5x on a sustained basis, Fitch would consider a positive rating action. Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Inability to delever from pro forma levels to below 5.5x for a sustained period of time; -- Heightened contractual renewal risk or weakening of Canadian crude-by-rail economics that result in lower than expected cash flows. LIQUIDITY The company's primary source of liquidity is expected to be the $50 million first-lien senior secured credit facility maturing five years following closing. Fitch anticipates Zenith will maintain nominal cash balances, on average, given the excess cash flow sweep and organic/M&A growth strategy. Extended Maturity Profile: The $410 million term loan, which has a $40 million delayed-draw option, will mature seven years following closing. FULL LIST OF RATING ACTIONS Fitch has assigned the following first-time ratings: Zenith Energy U.S. Logistics Holdings, LLC -- Long-Term IDR 'B'; -- First-lien secured credit facility 'B+/RR3' -- First-lien secured term loan 'B+/RR3' [^] Large Companies with Insolvent Balance Sheet ------------------------------------------------ Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- ABSOLUTE SOFTWRE ALSWF US 94.0 (54.4) (32.8) ABSOLUTE SOFTWRE OU1 GR 94.0 (54.4) (32.8) ABSOLUTE SOFTWRE ABT CN 94.0 (54.4) (32.8) ABSOLUTE SOFTWRE ABT2EUR EU 94.0 (54.4) (32.8) AGENUS INC AJ81 GR 149.3 (51.6) 29.9 AGENUS INC AGEN US 149.3 (51.6) 29.9 AGENUS INC AGENEUR EU 149.3 (51.6) 29.9 AIMIA INC AIM CN 4,260.0 (20.8) (1,176.3) ALTAIR ENGINEE-A ALTR US 301.5 (60.2) (92.4) ALTAIR ENGINEE-A 8A2 QT 301.5 (60.2) (92.4) ALTAIR ENGINEE-A 8A2 GR 301.5 (60.2) (92.4) ALTAIR ENGINEE-A ALTREUR EU 301.5 (60.2) (92.4) ALTAIR ENGINEE-A 8A2 TH 301.5 (60.2) (92.4) AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2) APOLLO MEDICAL H AMEH US 41.2 (7.3) (7.0) ARSANIS INC ASNS US 7.6 (16.7) (6.3) ASPEN TECHNOLOGY AZPN US 202.7 (267.5) (327.7) ASPEN TECHNOLOGY AST GR 202.7 (267.5) (327.7) ASPEN TECHNOLOGY AZPNEUR EU 202.7 (267.5) (327.7) ATLATSA RESOURCE ATL SJ 193.5 (142.5) (46.4) AUTOZONE INC AZO US 9,259.8 (1,428.4) (155.0) AUTOZONE INC AZ5 TH 9,259.8 (1,428.4) (155.0) AUTOZONE INC AZ5 GR 9,259.8 (1,428.4) (155.0) AUTOZONE INC AZOEUR EU 9,259.8 (1,428.4) (155.0) AUTOZONE INC AZ5 QT 9,259.8 (1,428.4) (155.0) AVID TECHNOLOGY AVID US 225.3 (270.4) (78.0) AVID TECHNOLOGY AVD GR 225.3 (270.4) (78.0) AXIM BIOTECHNOLO AXIM US 3.3 (4.9) (3.5) BENEFITFOCUS INC BNFT US 171.2 (37.0) 7.0 BENEFITFOCUS INC BTF GR 171.2 (37.0) 7.0 BIOHAVEN PHARMAC BHVN US 184.7 156.2 157.4 BIOHAVEN PHARMAC 2VN GR 184.7 156.2 157.4 BIOHAVEN PHARMAC BHVNEUR EU 184.7 156.2 157.4 BIOHAVEN PHARMAC 2VN TH 184.7 156.2 157.4 BIOTRICITY INC BTCY US 0.7 (0.1) (0.1) BLUE BIRD CORP BLBD US 295.8 (58.5) 21.7 BLUE RIDGE MOUNT BRMR US 1,060.2 (212.5) (62.4) BOMBARDIER INC-A BBD/A CN 23,709.0 (3,623.0) 103.0 BOMBARDIER INC-B BBD/B CN 23,709.0 (3,623.0) 103.0 BOMBARDIER INC-B BBDBN MM 23,709.0 (3,623.0) 103.0 BRINKER INTL EAT US 1,368.6 (539.0) (273.5) BRINKER INTL BKJ GR 1,368.6 (539.0) (273.5) BRINKER INTL BKJ QT 1,368.6 (539.0) (273.5) BRINKER INTL EAT2EUR EU 1,368.6 (539.0) (273.5) BROOKFIELD REAL BRE CN 95.0 (31.1) 3.0 BRP INC/CA-SUB V DOO CN 2,575.8 (98.6) 91.1 BRP INC/CA-SUB V B15A GR 2,575.8 (98.6) 91.1 BRP INC/CA-SUB V BRPIF US 2,575.8 (98.6) 91.1 BUFFALO COAL COR BUC SJ 49.8 (22.9) (20.1) BURLINGTON STORE BURL US 2,843.4 (110.5) 22.8 BURLINGTON STORE BUI GR 2,843.4 (110.5) 22.8 BURLINGTON STORE BURL* MM 2,843.4 (110.5) 22.8 CADIZ INC CDZI US 68.9 (76.3) 7.6 CADIZ INC 2ZC GR 68.9 (76.3) 7.6 CAESARS ENTERTAI CZR US 14,353.0 (3,815.0) (5,099.0) CAESARS ENTERTAI C08 GR 14,353.0 (3,815.0) (5,099.0) CAESARS ENTERTAI CZREUR EU 14,353.0 (3,815.0) (5,099.0) 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(9.0) FORESCOUT TECHNO F1O QT 164.3 (65.8) (9.0) FORESCOUT TECHNO FSCTEUR EU 164.3 (65.8) (9.0) GAMCO INVESTO-A GBL US 231.0 (104.5) - GEN COMM-A GC1 GR 2,063.3 (2.7) 45.3 GEN COMM-A GNCMA US 2,063.3 (2.7) 45.3 GEN COMM-A GNCMAEUR EU 2,063.3 (2.7) 45.3 GEN COMM-B GNCMB US 2,063.3 (2.7) 45.3 GNC HOLDINGS INC IGN GR 1,969.0 (24.7) 441.6 GNC HOLDINGS INC GNC US 1,969.0 (24.7) 441.6 GNC HOLDINGS INC IGN TH 1,969.0 (24.7) 441.6 GNC HOLDINGS INC GNC1EUR EU 1,969.0 (24.7) 441.6 GNC HOLDINGS INC GNC* MM 1,969.0 (24.7) 441.6 GOGO INC GOGO US 1,362.9 (155.5) 322.8 GOGO INC G0G GR 1,362.9 (155.5) 322.8 GREEN PLAINS PAR GPP US 92.8 (64.3) 5.0 GREEN PLAINS PAR 8GP GR 92.8 (64.3) 5.0 H&R BLOCK INC HRB US 1,716.6 (412.8) 51.4 H&R BLOCK INC HRB GR 1,716.6 (412.8) 51.4 H&R BLOCK INC HRB TH 1,716.6 (412.8) 51.4 H&R BLOCK INC HRBEUR EU 1,716.6 (412.8) 51.4 HCA HEALTHCARE I 2BH GR 35,731.0 (5,066.0) 3,837.0 HCA HEALTHCARE I HCA US 35,731.0 (5,066.0) 3,837.0 HCA HEALTHCARE I 2BH TH 35,731.0 (5,066.0) 3,837.0 HCA HEALTHCARE I 2BH QT 35,731.0 (5,066.0) 3,837.0 HCA HEALTHCARE I HCAEUR EU 35,731.0 (5,066.0) 3,837.0 HELIOS & MATHESO QCLN QT 17.5 (24.1) (33.9) HORTONWORKS INC HDP US 211.4 (51.1) (31.0) HORTONWORKS INC 14K GR 211.4 (51.1) (31.0) HORTONWORKS INC 14K QT 211.4 (51.1) (31.0) HORTONWORKS INC HDPEUR EU 211.4 (51.1) (31.0) HP COMPANY-BDR HPQB34 BZ 32,913.0 (3,408.0) (94.0) HP INC HPQ* MM 32,913.0 (3,408.0) (94.0) HP INC HPQ US 32,913.0 (3,408.0) (94.0) HP INC 7HP TH 32,913.0 (3,408.0) (94.0) HP INC 7HP GR 32,913.0 (3,408.0) (94.0) HP INC HPQ TE 32,913.0 (3,408.0) (94.0) HP INC HPQ CI 32,913.0 (3,408.0) (94.0) HP INC HPQ SW 32,913.0 (3,408.0) (94.0) HP INC HWP QT 32,913.0 (3,408.0) (94.0) HP INC HPQCHF EU 32,913.0 (3,408.0) (94.0) HP INC HPQUSD EU 32,913.0 (3,408.0) (94.0) HP INC HPQUSD SW 32,913.0 (3,408.0) (94.0) HP INC HPQEUR EU 32,913.0 (3,408.0) (94.0) IDEXX LABS IDXX US 1,669.3 (48.4) (53.8) IDEXX LABS IX1 GR 1,669.3 (48.4) (53.8) IDEXX LABS IX1 TH 1,669.3 (48.4) (53.8) IDEXX LABS IDXX AV 1,669.3 (48.4) (53.8) IMMUNOGEN INC IMU GR 225.7 (111.3) 133.3 IMMUNOGEN INC IMGN US 225.7 (111.3) 133.3 IMMUNOGEN INC IMU TH 225.7 (111.3) 133.3 IMMUNOGEN INC IMU QT 225.7 (111.3) 133.3 IMMUNOGEN INC IMGNEUR EU 225.7 (111.3) 133.3 IMMUNOMEDICS INC IMMU US 153.4 (67.4) (52.0) IMMUNOMEDICS INC IM3 GR 153.4 (67.4) (52.0) IMMUNOMEDICS INC IM3 TH 153.4 (67.4) (52.0) IMMUNOMEDICS INC IM3 QT 153.4 (67.4) (52.0) INNOVIVA INC INVA US 391.0 (223.0) 187.6 INNOVIVA INC HVE GR 391.0 (223.0) 187.6 INNOVIVA INC INVAEUR EU 391.0 (223.0) 187.6 INSPIRED ENTERTA INSE US 219.0 (2.3) 2.0 INSTRUCTURE INC INST US 135.5 (10.9) (24.0) INSTRUCTURE INC 1IN GR 135.5 (10.9) (24.0) IRONWOOD PHARMAC I76 GR 625.1 (17.6) 249.6 IRONWOOD PHARMAC IRWD US 625.1 (17.6) 249.6 IRONWOOD PHARMAC IRWDEUR EU 625.1 (17.6) 249.6 JACK IN THE BOX JBX GR 1,228.4 (388.0) (122.7) JACK IN THE BOX JACK US 1,228.4 (388.0) (122.7) JACK IN THE BOX JACK1EUR EU 1,228.4 (388.0) (122.7) JUST ENERGY GROU JE US 1,276.8 (268.4) (183.6) JUST ENERGY GROU 1JE GR 1,276.8 (268.4) (183.6) JUST ENERGY GROU JE CN 1,276.8 (268.4) (183.6) L BRANDS INC LTD GR 7,816.0 (1,119.0) 911.0 L BRANDS INC LTD TH 7,816.0 (1,119.0) 911.0 L BRANDS INC LB US 7,816.0 (1,119.0) 911.0 L BRANDS INC LBEUR EU 7,816.0 (1,119.0) 911.0 L BRANDS INC LB* MM 7,816.0 (1,119.0) 911.0 L BRANDS INC LTD QT 7,816.0 (1,119.0) 911.0 LAMB WESTON LW US 2,527.8 (521.6) 321.5 LAMB WESTON 0L5 GR 2,527.8 (521.6) 321.5 LAMB WESTON LW-WEUR EU 2,527.8 (521.6) 321.5 LAMB WESTON 0L5 TH 2,527.8 (521.6) 321.5 LAMB WESTON 0L5 QT 2,527.8 (521.6) 321.5 LANTHEUS HOLDING LNTH US 281.0 (77.9) 90.5 LANTHEUS HOLDING 0L8 GR 281.0 (77.9) 90.5 LIVEXLIVE MEDIA LIVX US 4.1 (3.9) (7.5) MCDONALDS - BDR MCDC34 BZ 32,559.6 (3,477.6) 1,050.1 MCDONALDS CORP MDO TH 32,559.6 (3,477.6) 1,050.1 MCDONALDS CORP MCD TE 32,559.6 (3,477.6) 1,050.1 MCDONALDS CORP MDO GR 32,559.6 (3,477.6) 1,050.1 MCDONALDS CORP MCD* MM 32,559.6 (3,477.6) 1,050.1 MCDONALDS CORP MCD US 32,559.6 (3,477.6) 1,050.1 MCDONALDS CORP MCD SW 32,559.6 (3,477.6) 1,050.1 MCDONALDS CORP MCD CI 32,559.6 (3,477.6) 1,050.1 MCDONALDS CORP MDO QT 32,559.6 (3,477.6) 1,050.1 MCDONALDS CORP MCDCHF EU 32,559.6 (3,477.6) 1,050.1 MCDONALDS CORP MCDUSD EU 32,559.6 (3,477.6) 1,050.1 MCDONALDS CORP MCDUSD SW 32,559.6 (3,477.6) 1,050.1 MCDONALDS CORP MCDEUR EU 32,559.6 (3,477.6) 1,050.1 MCDONALDS CORP MCD AV 32,559.6 (3,477.6) 1,050.1 MCDONALDS-CEDEAR MCD AR 32,559.6 (3,477.6) 1,050.1 MDC PARTNERS-A MDCA US 1,617.8 (328.8) (220.3) MDC PARTNERS-A MD7A GR 1,617.8 (328.8) (220.3) MDC PARTNERS-A MDCAEUR EU 1,617.8 (328.8) (220.3) MEDLEY MANAGE-A MDLY US 135.5 (11.6) 35.7 MICHAELS COS INC MIK US 2,306.1 (1,732.8) 482.5 MICHAELS COS INC MIM GR 2,306.1 (1,732.8) 482.5 MIRAGEN THERAPEU MGEN US 47.1 39.0 39.9 MONEYGRAM INTERN MGI US 4,546.1 (184.0) (66.1) MONEYGRAM INTERN 9M1N GR 4,546.1 (184.0) (66.1) MONEYGRAM INTERN 9M1N TH 4,546.1 (184.0) (66.1) MONEYGRAM INTERN MGIEUR EU 4,546.1 (184.0) (66.1) MOODY'S CORP DUT GR 8,304.9 (156.8) 296.2 MOODY'S CORP MCO US 8,304.9 (156.8) 296.2 MOODY'S CORP DUT TH 8,304.9 (156.8) 296.2 MOODY'S CORP MCOEUR EU 8,304.9 (156.8) 296.2 MOODY'S CORP DUT QT 8,304.9 (156.8) 296.2 MOSAIC A-CLASS A MOSC US 0.6 (0.0) (0.0) MOSAIC ACQUISITI MOSC/U US 0.6 (0.0) (0.0) MOTOROLA SOLUTIO MTLA GR 8,618.0 (818.0) 773.0 MOTOROLA SOLUTIO MTLA TH 8,618.0 (818.0) 773.0 MOTOROLA SOLUTIO MSI US 8,618.0 (818.0) 773.0 MOTOROLA SOLUTIO MOT TE 8,618.0 (818.0) 773.0 MOTOROLA SOLUTIO MSI1EUR EU 8,618.0 (818.0) 773.0 MSG NETWORKS- A MSGN US 819.5 (902.7) 193.1 MSG NETWORKS- A 1M4 GR 819.5 (902.7) 193.1 MSG NETWORKS- A 1M4 TH 819.5 (902.7) 193.1 MSG NETWORKS- A MSGNEUR EU 819.5 (902.7) 193.1 NATHANS FAMOUS NATH US 84.5 (60.4) 63.8 NATHANS FAMOUS NFA GR 84.5 (60.4) 63.8 NATIONAL CINEMED XWM GR 1,153.4 (61.9) 70.0 NATIONAL CINEMED NCMI US 1,153.4 (61.9) 70.0 NATIONAL CINEMED NCMIEUR EU 1,153.4 (61.9) 70.0 NAVISTAR INTL IHR GR 6,080.0 (4,923.0) 767.0 NAVISTAR INTL NAV US 6,080.0 (4,923.0) 767.0 NAVISTAR INTL IHR TH 6,080.0 (4,923.0) 767.0 NEW ENG RLTY-LP NEN US 237.8 (32.4) - NXCHAIN INC NXCN US 0.0 (0.3) (0.3) NYMOX PHARMACEUT NYMX US 1.3 (0.7) (0.7) ONCOMED PHARMACE OMED US 120.5 (62.2) 82.0 PAPA JOHN'S INTL PZZA US 550.9 (39.4) 29.5 PAPA JOHN'S INTL PP1 GR 550.9 (39.4) 29.5 PHILIP MORRIS IN PM1EUR EU 41,951.0 (9,633.0) 2,345.0 PHILIP MORRIS IN PMI SW 41,951.0 (9,633.0) 2,345.0 PHILIP MORRIS IN PM1 TE 41,951.0 (9,633.0) 2,345.0 PHILIP MORRIS IN 4I1 TH 41,951.0 (9,633.0) 2,345.0 PHILIP MORRIS IN PM1CHF EU 41,951.0 (9,633.0) 2,345.0 PHILIP MORRIS IN 4I1 GR 41,951.0 (9,633.0) 2,345.0 PHILIP MORRIS IN PM US 41,951.0 (9,633.0) 2,345.0 PHILIP MORRIS IN PM FP 41,951.0 (9,633.0) 2,345.0 PHILIP MORRIS IN PM1 EU 41,951.0 (9,633.0) 2,345.0 PHILIP MORRIS IN PMI1 IX 41,951.0 (9,633.0) 2,345.0 PHILIP MORRIS IN PMI EB 41,951.0 (9,633.0) 2,345.0 PHILIP MORRIS IN 4I1 QT 41,951.0 (9,633.0) 2,345.0 PINNACLE ENTERTA PNK US 3,926.3 (343.8) (90.2) PINNACLE ENTERTA 65P GR 3,926.3 (343.8) (90.2) PLANET FITNESS-A PLNT US 1,366.0 (139.6) 49.0 PLANET FITNESS-A 3PL TH 1,366.0 (139.6) 49.0 PLANET FITNESS-A 3PL GR 1,366.0 (139.6) 49.0 PLANET FITNESS-A 3PL QT 1,366.0 (139.6) 49.0 PLANET FITNESS-A PLNT1EUR EU 1,366.0 (139.6) 49.0 PROS HOLDINGS IN PH2 GR 292.6 (35.4) 105.8 PROS HOLDINGS IN PRO US 292.6 (35.4) 105.8 QUANTUM CORP QNT2 GR 211.2 (124.3) (48.3) QUANTUM CORP QNT1 TH 211.2 (124.3) (48.3) QUANTUM CORP QTM US 211.2 (124.3) (48.3) QUANTUM CORP QTM1EUR EU 211.2 (124.3) (48.3) REATA PHARMACE-A RETA US 160.4 (132.4) 108.2 REATA PHARMACE-A 2R3 GR 160.4 (132.4) 108.2 REATA PHARMACE-A RETAEUR EU 160.4 (132.4) 108.2 REGAL ENTERTAI-A RGC US 2,672.2 (855.2) (59.1) REGAL ENTERTAI-A RETA GR 2,672.2 (855.2) (59.1) REGAL ENTERTAI-A RGC* MM 2,672.2 (855.2) (59.1) REGAL ENTERTAI-A RGCEUR EU 2,672.2 (855.2) (59.1) REMARK HOLD INC 3SWN GR 109.7 (9.4) (58.2) REMARK HOLD INC MARK US 109.7 (9.4) (58.2) REMARK HOLD INC MARKEUR EU 109.7 (9.4) (58.2) RESOLUTE ENERGY R21 GR 792.3 (73.8) (109.3) RESOLUTE ENERGY REN US 792.3 (73.8) (109.3) RESOLUTE ENERGY RENEUR EU 792.3 (73.8) (109.3) RESTORATION ROBO 0RR TH 16.0 (14.0) (7.5) RESTORATION ROBO HAIREUR EU 16.0 (14.0) (7.5) REVLON INC-A REV US 3,167.8 (701.9) 241.5 REVLON INC-A RVL1 GR 3,167.8 (701.9) 241.5 REVLON INC-A RVL1 TH 3,167.8 (701.9) 241.5 REVLON INC-A REVEUR EU 3,167.8 (701.9) 241.5 RH RH US 1,801.6 (25.3) 219.2 RH RS1 GR 1,801.6 (25.3) 219.2 RH RH* MM 1,801.6 (25.3) 219.2 RH RHEUR EU 1,801.6 (25.3) 219.2 ROKU INC ROKU US 225.5 (42.8) 52.0 ROKU INC R35 GR 225.5 (42.8) 52.0 ROKU INC ROKUEUR EU 225.5 (42.8) 52.0 ROKU INC R35 QT 225.5 (42.8) 52.0 ROKU INC R35 TH 225.5 (42.8) 52.0 ROSETTA STONE IN RST US 196.8 (1.4) (58.1) ROSETTA STONE IN RS8 GR 196.8 (1.4) (58.1) ROSETTA STONE IN RS8 TH 196.8 (1.4) (58.1) ROSETTA STONE IN RST1EUR EU 196.8 (1.4) (58.1) RR DONNELLEY & S DLLN GR 3,956.7 (163.0) 740.3 RR DONNELLEY & S RRD US 3,956.7 (163.0) 740.3 RR DONNELLEY & S DLLN TH 3,956.7 (163.0) 740.3 RR DONNELLEY & S RRDEUR EU 3,956.7 (163.0) 740.3 RYERSON HOLDING RYI US 1,817.3 (14.4) 731.7 RYERSON HOLDING 7RY GR 1,817.3 (14.4) 731.7 SALLY BEAUTY HOL SBH US 2,123.1 (363.6) 595.9 SALLY BEAUTY HOL S7V GR 2,123.1 (363.6) 595.9 SANCHEZ ENERGY C SN US 2,240.1 (90.4) (43.2) SANCHEZ ENERGY C SN* MM 2,240.1 (90.4) (43.2) SANCHEZ ENERGY C 13S GR 2,240.1 (90.4) (43.2) SANCHEZ ENERGY C 13S TH 2,240.1 (90.4) (43.2) SANCHEZ ENERGY C SNEUR EU 2,240.1 (90.4) (43.2) SAUDI AMERICAN H SAHN US 0.0 (2.6) (2.6) SBA COMM CORP 4SB GR 7,300.5 (2,257.8) (698.6) SBA COMM CORP SBAC US 7,300.5 (2,257.8) (698.6) SBA COMM CORP SBJ TH 7,300.5 (2,257.8) (698.6) SBA COMM CORP SBACEUR EU 7,300.5 (2,257.8) (698.6) SCIENTIFIC GAM-A TJW GR 7,062.4 (1,976.5) 554.8 SCIENTIFIC GAM-A SGMS US 7,062.4 (1,976.5) 554.8 SEARS HOLDINGS SEE GR 8,193.0 (4,007.0) (1,112.0) SEARS HOLDINGS SEE TH 8,193.0 (4,007.0) (1,112.0) SEARS HOLDINGS SHLD US 8,193.0 (4,007.0) (1,112.0) SEARS HOLDINGS SEE QT 8,193.0 (4,007.0) (1,112.0) SEARS HOLDINGS SHLDEUR EU 8,193.0 (4,007.0) (1,112.0) SIGA TECH INC SIGA US 148.7 (312.8) 27.9 SILVER SPRING NE SSNI US 316.5 (39.0) (14.9) SILVER SPRING NE 9SI GR 316.5 (39.0) (14.9) SILVER SPRING NE 9SI TH 316.5 (39.0) (14.9) SILVER SPRING NE SSNIEUR EU 316.5 (39.0) (14.9) SIRIUS XM HOLDIN SIRI US 8,652.4 (1,050.1) (2,186.3) SIRIUS XM HOLDIN RDO TH 8,652.4 (1,050.1) (2,186.3) SIRIUS XM HOLDIN RDO GR 8,652.4 (1,050.1) (2,186.3) SIRIUS XM HOLDIN SIRIEUR EU 8,652.4 (1,050.1) (2,186.3) SIRIUS XM HOLDIN SIRI AV 8,652.4 (1,050.1) (2,186.3) SIX FLAGS ENTERT SIX US 2,528.3 (67.7) (70.3) SIX FLAGS ENTERT 6FE GR 2,528.3 (67.7) (70.3) SIX FLAGS ENTERT SIXEUR EU 2,528.3 (67.7) (70.3) SOLARWINDOW TECH WNDW US 0.8 (3.6) 0.5 SOLARWINDOW TECH 2N0N GR 0.8 (3.6) 0.5 SONIC CORP SONC US 561.7 (201.8) 30.6 SONIC CORP SO4 GR 561.7 (201.8) 30.6 SONIC CORP SONCEUR EU 561.7 (201.8) 30.6 STRAIGHT PATH-B STRP US 10.1 (20.3) (13.5) STRAIGHT PATH-B 5I0 GR 10.1 (20.3) (13.5) SYNTEL INC SYNT US 461.0 (63.6) 142.3 SYNTEL INC SYE GR 461.0 (63.6) 142.3 SYNTEL INC SYE TH 461.0 (63.6) 142.3 SYNTEL INC SYNT1EUR EU 461.0 (63.6) 142.3 TAILORED BRANDS TLRD US 2,111.3 (15.0) 735.6 TAILORED BRANDS WRMA GR 2,111.3 (15.0) 735.6 TAILORED BRANDS TLRD* MM 2,111.3 (15.0) 735.6 TAUBMAN CENTERS TU8 GR 4,108.0 (148.8) - TAUBMAN CENTERS TCO US 4,108.0 (148.8) - TINTRI INC TNTR US 123.7 (48.5) 23.8 TOWN SPORTS INTE CLUB US 230.9 (99.7) (4.1) TRANSDIGM GROUP T7D GR 9,975.7 (2,951.2) 1,262.6 TRANSDIGM GROUP TDG US 9,975.7 (2,951.2) 1,262.6 TRANSDIGM GROUP TDGCHF EU 9,975.7 (2,951.2) 1,262.6 TRANSDIGM GROUP T7D QT 9,975.7 (2,951.2) 1,262.6 TRANSDIGM GROUP TDGEUR EU 9,975.7 (2,951.2) 1,262.6 ULTRA PETROLEUM UPL US 1,862.1 (1,257.8) (157.3) ULTRA PETROLEUM UPL1EUR EU 1,862.1 (1,257.8) (157.3) ULTRA PETROLEUM UPM1 GR 1,862.1 (1,257.8) (157.3) UNISYS CORP UISCHF EU 2,296.9 (1,649.9) 340.6 UNISYS CORP UISEUR EU 2,296.9 (1,649.9) 340.6 UNISYS CORP UIS US 2,296.9 (1,649.9) 340.6 UNISYS CORP UIS1 SW 2,296.9 (1,649.9) 340.6 UNISYS CORP USY1 TH 2,296.9 (1,649.9) 340.6 UNISYS CORP USY1 GR 2,296.9 (1,649.9) 340.6 UNITI GROUP INC UNIT US 4,292.2 (1,052.9) - UNITI GROUP INC 8XC GR 4,292.2 (1,052.9) - VALVOLINE INC VVV US 1,915.0 (117.0) 312.0 VALVOLINE INC 0V4 GR 1,915.0 (117.0) 312.0 VALVOLINE INC VVVEUR EU 1,915.0 (117.0) 312.0 VECTOR GROUP LTD VGR GR 1,409.9 (318.2) 431.7 VECTOR GROUP LTD VGR US 1,409.9 (318.2) 431.7 VECTOR GROUP LTD VGR QT 1,409.9 (318.2) 431.7 VERISIGN INC VRS TH 2,908.4 (1,229.9) 870.5 VERISIGN INC VRS GR 2,908.4 (1,229.9) 870.5 VERISIGN INC VRSN US 2,908.4 (1,229.9) 870.5 VERISIGN INC VRSNEUR EU 2,908.4 (1,229.9) 870.5 VIEWRAY INC VRAY US 88.1 (26.6) 27.9 VIEWRAY INC 6L9 GR 88.1 (26.6) 27.9 VIEWRAY INC VRAYEUR EU 88.1 (26.6) 27.9 WEIGHT WATCHERS WTW US 1,315.5 (1,080.7) (12.7) WEIGHT WATCHERS WW6 GR 1,315.5 (1,080.7) (12.7) WEIGHT WATCHERS WW6 TH 1,315.5 (1,080.7) (12.7) WEIGHT WATCHERS WTWEUR EU 1,315.5 (1,080.7) (12.7) WEIGHT WATCHERS WW6 QT 1,315.5 (1,080.7) (12.7) WIDEOPENWEST INC WOW US 3,038.4 (291.2) (28.9) WIDEOPENWEST INC WU5 GR 3,038.4 (291.2) (28.9) WIDEOPENWEST INC WOW1EUR EU 3,038.4 (291.2) (28.9) WINGSTOP INC WING US 121.1 (57.7) (2.1) WINGSTOP INC EWG GR 121.1 (57.7) (2.1) WINMARK CORP WINA US 47.2 (39.4) 12.5 WINMARK CORP GBZ GR 47.2 (39.4) 12.5 WORKIVA INC WK US 155.6 (14.5) (12.1) WORKIVA INC 0WKA GR 155.6 (14.5) (12.1) WORKIVA INC WKEUR EU 155.6 (14.5) (12.1) YRC WORLDWIDE IN YRCW US 1,701.6 (403.7) 226.5 YRC WORLDWIDE IN YEL1 GR 1,701.6 (403.7) 226.5 YRC WORLDWIDE IN YEL1 TH 1,701.6 (403.7) 226.5 YRC WORLDWIDE IN YRCWEUR EU 1,701.6 (403.7) 226.5 YUM! BRANDS INC YUM US 5,454.0 (6,121.0) 596.0 YUM! BRANDS INC TGR GR 5,454.0 (6,121.0) 596.0 YUM! BRANDS INC TGR TH 5,454.0 (6,121.0) 596.0 YUM! BRANDS INC YUMEUR EU 5,454.0 (6,121.0) 596.0 YUM! BRANDS INC TGR QT 5,454.0 (6,121.0) 596.0 YUM! BRANDS INC YUMCHF EU 5,454.0 (6,121.0) 596.0 YUM! BRANDS INC YUM SW 5,454.0 (6,121.0) 596.0 YUM! BRANDS INC YUMUSD SW 5,454.0 (6,121.0) 596.0 YUM! BRANDS INC YUMUSD EU 5,454.0 (6,121.0) 596.0 ********* 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 ***