/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/180123.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, January 23, 2018, Vol. 22, No. 22 Headlines 417 RENTALS: Eagleburgers Buying Ash Grove Property for $150K 417 RENTALS: Pike Buying Springfield Property for $112K 417 RENTALS: Stefans Buying Billings Property for $170K 4356 92ND AVE: Full Payment Without Interest for Unsecureds 47 HOPS: Unsecured Creditors to Receive $110K Annually Under Plan 6635 W OQUENDO: IRS to be Paid $1.8K Monthly at 4% Over 3 Years ALL AMERICAN ROOFING: Iron Horse to Sell Trucks & Forklifts ALLIANCE EQUITIES: Will Continue to Operate Business Under Plan ARCON PROPERTIES: Case Summary & Top Unsecured Creditors ATM MIRROR: SMFL Files Limited Objection to Disclosure Statement AUBURN ARMATURE: Unsecureds to be Paid $200K Under Liquidation Plan B E R PRECISION: Plan to Give Unsecureds 100% in 60 Months BALDWIN PARK: Unsecureds to Recoup 25% Under Plan BAY CIRCLE: BPCP, et al.'s Bid for Judgment on Pleadings Granted BCR EQUIPMENT: $57K Sale of 2016 Chevrolet Silverado to Meador OK'd BCR EQUIPMENT: Meador Buying 2016 Chevrolet Silverado for $57K BEERCO LIMITED: Case Summary & 20 Largest Unsecured Creditors BELK INC: Bank Debt Trades at 17.21% Off BERRY GLOBAL: S&P Rates Proposed $400MM Second-Lien Notes 'BB-' BLACK SQUARE: Feb. 13 Approval Hearing on Plan Disclosures Set BLACKSANDS PETROLEUM: Gets Out of Oil Exploration Business BOISE GUN: Bankr. Court Rejects Bid to Modify Chapter 11 Plan BORIS KHINKIS: Cohens Buying Mahwah Property for $750K BUCKEYE PARTNERS: Fitch Rates Jr. Subordinated Notes Due 2078 'BB' CALIFORNIA RESOURCES: Robert Barnes Transitioning to Advisor Role CARL WEBER: Delay in Counsel Retention OK Stalls Plan Filing CARTEL MANAGEMENT: $7K Sale of Two 2015 Yamaha Model VXs Approved CASTLE ARCH: Proposed Statewide Auction of Tooele Property Approved CEC ENTERTAINMENT: Bank Debt Trades at 5.60% Off CIENA CORP: S&P Alters Outlook to Pos. on Improved Credit Metrics COCOA SERVICES: Files Chapter 11 Joint Plan of Liquidation CONCORDIA HEALTHCARE: Bank Debt Trades at 15.83% Off CSC HOLDINGS: Fitch Assigns BB+ Rating to Term Loan B Due 2026 CTI BIOPHARMA: Will Hold a Meeting on Jan. 24 to Approve Merger DRONE USA: Obtains $107,500 Financing from Labrys Fund ECOARK HOLDINGS: Nepsis Capital Has 24.1% Stake as of Dec. 31 EIG MANAGEMENT: S&P Affirms 'BB+' ICR, Outlook Stable EVERETT'S AUTOMOTIVE: Plan Filing Deadline Moved to Jan. 18 EXGEN TEXAS: 0.05% Projected Recovery for Unsecureds Under Plan EXTRACTION OIL: Fitch Rates Senior Unsecured Notes Due 2026 'BB' FIRST REPUBLIC: Fitch Affirms 'BB' Preferred Stock Rating FRONTIER COMMUNICATIONS: Bank Debt Trades at 4.44% Off GENERAL NUTRITION: Bank Debt Trades at 17.48% Off GETTY IMAGES: Bank Debt Trades at 8.51% Off GRAFTECH INTERNATIONAL: Submits Draft Statement for Proposed IPO GREGORY APANOWICZ: Johnsons Buying Barrackville Property for $185K HARBORVIEW TOWERS: Court Narrows Claims in Clark et al.'s Lawsuit HARBORVIEW TOWERS: Not Guilty of Violating FHA, Court Rules HUNT COMPANIES: S&P Assigns 'BB-' ICR, Outlook Stable IHEARTCOMMUNICATIONS INC: Extends Notes Private Offers to Feb. 16 IHEARTCOMMUNICATIONS INC: Extends Private Term Loan Offers INFINITE CARE: Public Auction of All Property Set for Jan. 29 IVANTI SOFTWARE: Bank Debt Trades at 5.19% Off J & J CHEMICAL: Court Approves Trustee's Modified Disclosures J.G. WENTWORTH: Davis Polk Advised Admin. Agent in Case J.G. WENTWORTH: Term Claimants to Get 95.5% of Shares Under Plan JAMES SANDBERG: Selling 50% Interest in Torrington Home for $139K JBC STAPLES: Case Summary & 4 Unsecured Creditors JC PENNEY: Bank Debt Trades at 5.96% Off KARIN FRANK: Proposes $95K Sale of Sacramento Property to Sharp KB HOME: S&P Raises Corp. Credit Rating to 'BB-', Outlook Stable KHAN GROUP: To Pay Unsecured Creditors $1.2K Monthly Over 5 Years LARRY HEMBREE: Family Life Buying Washington Property for $95K LEVERETTE TILE: Proposes a Sale of Appraised Select Assets MARCANTONIO ENTERPRISES: $275K Sale of New Braunfels Property OK'd MEDAK TRUCKING: First Modified Reorganization Plan Confirmed MESA OIL: Full Payment for Unsecureds in 5 Years With 3% Interest MESOBLAST LIMITED: Provides Updated Investor Presentation MICROVISION INC: Expects Q4 2017 Revenue of $2.4M to $2.7M MONAKER GROUP: Incurs $1.80 Million Net Loss in Third Quarter MONTCO OFFSHORE: Bankruptcy Court Confirms Reorganization Plan MOTORS LIQUIDATION: Agreement with PI Plaintiffs Unenforceable MT YOHAI: $1.8M Sale of Los Angeles Property to Fanning Approved NAVEX ACQUISITION: S&P Raises CCR to 'B' on Strong Performance NCI BUILDING: S&P Affirms 'BB' Corp. Credit Rating, Outlook Stable NEIMAN MARCUS: Bank Debt Trades at 17.80% Off NEOVASC INC: Reducer Featured in Live Case at Berlin Symposium NORTHGATE PUBLIC: Bank Debt Trades at 16.50% Off NOVA TERRA: Unsecureds to Receive 5% in 84 Monthly Payments OLD COLD: 1st Cir. Affirms Ruling on Approval of Sale with S&S OLD COLD: Liable for Prepetition Damages to Mission PELICAN REAL ESTATE: Trustee Selling Torok Pool for $100K PEREZ BROTHERS: Case Summary & 18 Largest Unsecured Creditors PES HOLDINGS: Case Summary & 50 Largest Unsecured Creditors PETROLEUM GEO-SERVICES: Bank Debt Trades at 16.17% Off PETSMART INC: Bank Debt Trades at 18.84% Off PRINCESS MILL: Case Summary & 2 Unsecured Creditors RAMADA MORGANTOWN: Equity Partners HG Retained to Seek Buyer REAL ALLOY: Obtains Court Approval on DIP Financing RENTECH INC: Sale of All Assets of Rentech WP Subsidiaries Approved SAEXPLORATION HOLDINGS: Extends Kuukpik Joint Venture to 2020 SAFE FLEET: S&P Assigns 'B' Corp. Credit Rating, Outlook Negative SAM WYLY: Has Thru 2018 to Make Advances Under Rosemary Ranch Order SERTA SIMMONS: Bank Debt Due 2023 Trades at 6.62% Off SERTA SIMMONS: Bank Debt Due 2024 Trades at 13.83% Off SHAW TRUCKING: Action Center Buying 2015 Vantage Trailer for $39K SHERIDAN INVESTMENT: Bank Debt Trades at 18.67% Off SHIEKH SHOES: Sets Bidding Procedures for All Assets SKILLSOFT CORP: Bank Debt Trades at 11.50% Off SLATER STEELS: Joslyn Liable for 75% of All Future Cleanup Costs SYNCREON GROUP: Bank Debt Trades at 12.44% Off TARA RETAIL: Court Approves Stipulation with Dollar Tree TIMOTHY BRENNAN: Selling Real & Personal Property VALDERRAMA A/C: Feb. 21 Plan Confirmation Hearing Set WINDSTREAM CORP: Bank Debt Trades at 10.17% Off YIELD10 BIOSCIENCE: Amends Prospectus on 586,592 Units Offering YUCCA LAND: Avery and Kingman Claims Added in Latest Plan [*] Bradley Giordano Joins King & Spalding's Chicago Office [*] David Tepper Joins Tiger Group as Business Development Officer [*] Moody's B3 Neg. and Lower Corp. Ratings Drop 19% in 2017 [^] Large Companies with Insolvent Balance Sheet ********* 417 RENTALS: Eagleburgers Buying Ash Grove Property for $150K ------------------------------------------------------------- 417 Rentals, LLC, asks the U.S. Bankruptcy Court for the Western District of Missouri to authorize the sale of the real property located at 6251 State Highway O, Ash Grove, Missouri to John and Sandy Eagleburger for $150,000. The Debtor's assets consist of 565 rental units, many of which are single family dwellings. These properties are located in the Springfield, Missouri area. There are 15 lenders whose liens encumber most of the properties. The Debtor's reorganization plan will seek to refinance certain properties and sell the remaining properties. Among the Debtor's assets is the Property, a single family dwelling, encumbered by a Deed of Trust on behalf of Systematic Savings Bank ("SSB"). A description of the Property subject of the sale, together with the information concerning the loan balance, interest rate, taxes and insurance, is included in the Table. The Property has been listed for sale since May 2017 and since that date there have been no competing offers to purchase. The Property subject of the sale is not necessary for an effective reorganization. The Debtor has entered into a contract, subject to Court approval, with the Purchasers to purchase the Property for the sum of $150,000. It proposes to sell the Property free and clear of all liens, encumbrances, claims and interests, with such liens, encumbrances, claims and interests to attach to the sale proceeds in the order of priority. A copy of the Table and the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/417_Rentals_290_Sales.pdf The Debtor proposes that the proceeds be applied as follows: (i) first, to the payment of expenses of the sale; (ii) second, to pay any real estate taxes and assessments outstanding and unpaid at the time of the sale; (iii) third, to be paid to SSB towards satisfaction of the indebtedness owed it by the Debtor; and (iv) fourth, the balance to be paid to the Debtor's estate. Counsel for SSB: J. Mark Haseltine, Esq. SPRINGER & HASELTINE 3041 S Kimbrough #103 Springfield, MO 65807 About 417 Rentals Based in Brookline, Missouri, 417 Rentals, LLC, is a privately held company in the real estate rental service industry. 417 Rentals sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Mo. Case No. 17-60935) on Aug. 25, 2017. Christopher Gatley, its member, signed the petition. At the time of the filing, the Debtor estimated assets and liabilities of $1 million to $10 million. Ronald S. Weiss, Esq., at Berman, DeLeve, Kuchan & Chapman, LLC, serves as the Debtor's bankruptcy counsel. An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case. 417 RENTALS: Pike Buying Springfield Property for $112K ------------------------------------------------------- 417 Rentals, LLC, asks the U.S. Bankruptcy Court for the Western District of Missouri to authorize the sale of the real property located at 3404 West Sylvania Street, Springfield, Missouri to Michael R. Pike for $111,500. The Debtor's assets consist of 565 rental units, many of which are single family dwellings. These properties are located in the Springfield, Missouri area. There are 15 lenders whose liens encumber most of the properties. The Debtor's reorganization plan will seek to refinance certain properties and sell the remaining properties. Among the Debtor's assets is the Property, a single-family dwelling, encumbered by a Deed of Trust on behalf of Simmons Bank. A description of the Property subject of the sale, together with the information concerning the loan balance, interest rate, taxes and insurance, is included in the Table. The Property has been listed for sale since May 2017 and since that date there have been no competing offers to purchase. The Property subject of the sale is not necessary for an effective reorganization. The Debtor has entered into a contract, subject to Court approval, with the Purchaser to purchase the Property for the sum of $111,500 with $1,000 earnest money. It proposes to sell the Property free and clear of all liens, encumbrances, claims and interests, with such liens, encumbrances, claims and interests to attach to the sale proceeds in the order of priority. A copy of the Table and the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/417_Rentals_296_Sales.pdf The Debtor proposes that the proceeds be applied as follows: (i) first, to the payment of expenses of the sale; (ii) second, to pay any real estate taxes and assessments outstanding and unpaid at the time of the sale; (iii) third, to be paid to Simmons Bank towards satisfaction of the indebtedness owed it by the Debtor; and (iv) fourth, the balance to be paid to the Debtor's estate. Counsel for Simmons Bank: Jeffery J. Love, Esq. MILLINGTON, GLASS, LOVE & YOUNG 1901 S. Ventura, Suite A Springfield, MO 65804 About 417 Rentals Based in Brookline, Missouri, 417 Rentals, LLC, is a privately held company in the real estate rental service industry. 417 Rentals sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Mo. Case No. 17-60935) on Aug. 25, 2017. Christopher Gatley, its member, signed the petition. At the time of the filing, the Debtor estimated assets and liabilities of $1 million to $10 million. Ronald S. Weiss, Esq., at Berman, DeLeve, Kuchan & Chapman, LLC, serves as the Debtor's bankruptcy counsel. An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case. 417 RENTALS: Stefans Buying Billings Property for $170K ------------------------------------------------------- 417 Rentals, LLC, asks the U.S. Bankruptcy Court for the Western District of Missouri to authorize the sale of the real property located at 135-227 Sunflower Circle, Billings, Missouri to Robert and Marilyn Stefan for $170,000. The Debtor's assets consist of 565 rental units, many of which are single family dwellings. These properties are located in the Springfield, Missouri area. There are 15 lenders whose liens encumber most of the properties. The Debtor's reorganization plan will seek to refinance certain properties and sell the remaining properties. Among the Debtor's assets is the Property, a multi-unit complex, encumbered by a Deed of Trust on behalf of First National Bank ("FNB"). A description of the Property subject of the sale, together with the information concerning the loan balance, interest rate, taxes and insurance, is included in the Table. The Property has been listed for sale since May 2017 and since that date there have been no competing offers to purchase. The Property subject of the sale is not necessary for an effective reorganization. The Debtor has entered into a contract, subject to Court approval, with the Purchasers to purchase the Property for the sum of $170,000 with $1,000 earnest money. It proposes to sell the Property free and clear of all liens, encumbrances, claims and interests, with such liens, encumbrances, claims and interests to attach to the sale proceeds in the order of priority. A copy of the Table and the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/417_Rentals_293_Sales.pdf The Debtor proposes that the proceeds be applied as follows: (i) first, to the payment of expenses of the sale; (ii) second, to pay any real estate taxes and assessments outstanding and unpaid at the time of the sale; (iii) third, the sum of $149,524 to be paid to FNB in full satisfaction of the indebtedness owed it by the Debtor; and (iv) fourth, the balance to be paid to the Debtor's estate. Counsel for FNB: Rodney H. Nichols SPENCER FANE, LLP 2144 E. Republic Road, Suite B300 Springfield, MO 65804 About 417 Rentals Based in Brookline, Missouri, 417 Rentals, LLC, is a privately held company in the real estate rental service industry. 417 Rentals sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Mo. Case No. 17-60935) on Aug. 25, 2017. Christopher Gatley, its member, signed the petition. At the time of the filing, the Debtor estimated assets and liabilities of $1 million to $10 million. Ronald S. Weiss, Esq., at Berman, DeLeve, Kuchan & Chapman, LLC, serves as the Debtor's bankruptcy counsel. An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case. 4356 92ND AVE: Full Payment Without Interest for Unsecureds ----------------------------------------------------------- 4356 92nd Ave, LLC, filed with the U.S. Bankruptcy Court for the Western District of Washington a disclosure statement to accompany its plan of reorganization proposed by the Debtor, Patrick A. Price and Suzanne L. Price, and Custom Cold, LLC. The Chapter 11 case was filed to provide for the cure of defaults relating to the Debtor's purchase of the real property and improvements located at 4356 92nd Avenue in Mercer Island, Washington. The acquisition and the financing of the Property, as well as the funding of the cure payments, are intertwined with the operations of Custom Cold, LLC, a Washington limited liability company owned and operated by Mr. and Mrs. Price. Financing for the purchase of the Property was provided by Karen Jensen and Charles Neff pursuant to certain loan documents that included an Amended and Restated Promissory Note effective as of August 12, 2016 in the principal sum of $3,650,000. The Note was repayable with interest on the unpaid principal at the rate of 3.50% per annum in monthly installment payments of $10,646 commencing on Sept. 1, 2016 and payable on the 1st day of each succeeding calendar month. The Plan provides for the cure of all defaults under the Note, and for the full payment of all unsecured creditors. The Note default will be cured through the following payments: a single payment of $6,120.03 that was paid from October 2017 rent; a single payment of $10,062.50 that was paid from November 2017 rent; monthly installments of $10,062.50 each commencing on Jan. 15, 2018, and payable on or before the first of each month thereafter through June 1, 2018; with the entire Note default to be paid on or before July 1, 2018. In addition to the existing guarantees of the Note, Custom Cold will guarantee the payment of the Cure Obligation, through the execution of a guaranty to be effective upon the Effective Date of the Plan. The Cure Obligation would be funded through monies to be distributed from Custom Cold to Mr. and Mrs. Price, and then contributed by Mr. and Mrs. Price as capital contributions to the Debtor, and through rent payments to be made under the Price Lease Agreement. Under the Plan, the following events would occur on the Effective Date, or as soon as practicable thereafter: a. The Custom Cold Guarantee would become effective. b. The Reorganized Debtor would assume the management of the assets of the Bankruptcy Estate, subject to the liabilities set forth in the Plan. c. The Reorganized Debtor would pay all allowed administrative expenses and would establish a reserve for payment of administrative expenses that have accrued through the Effective Date but remain subject to allowance. d. The Reorganized Debtor would disburse all Effective Date payments that are due pursuant to the Plan. e. The Reorganized Debtor will execute an extension of the Price Lease Agreement, increasing the rent to the sum of $10,062.50 per month, and extending the term of the Price Lease Agreement to March 31, 2019, or until the Property is sold, whichever is sooner. f. The Reorganized Debtor, if it elects to do so, would be authorized to sell or refinance the Property to pay the Lenders in full. The timing and terms of such sale or refinance would be within the sole discretion of the Reorganized Debtor, subject to Bankruptcy Court approval, but would occur prior to March 31, 2019. Any sale of the Property would be exempt from local, state, or federal taxation on transfer. All proceeds of the sale would be distributed under the Plan, after payment of normal and usual costs and expenses of sale. g. The claims of General Unsecured Creditors would be paid in full 30 days of the Effective Date, without interest. All Equity Interests would be retained by the Members. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/wawb17-14511-23.pdf About 4356 92nd Ave. 4356 92nd Ave, LLC, which was formed for the purpose of acquiring and developing property at 4356 92nd Avenue in Mercer Island, Washington, filed a Chapter 11 petition (Bankr. W.D. Wash. Case No. 17-14511) on Oct. 13, 2017. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Patrick A. Price, its member and authorized representative. The Hon. Timothy W. Dore presides over the case. Barry W. Davidson, Esq., at Davidson Backman Medeiros PLLC, serves as bankruptcy counsel. 47 HOPS: Unsecured Creditors to Receive $110K Annually Under Plan ----------------------------------------------------------------- 47 Hops LLC filed with the U.S. Bankruptcy Court for the Eastern District of Washington a disclosure statement accompanying its proposed chapter 11 plan of reorganization. The Debtor will pay unsecured creditors in Class 5 $110,000 annually to be shared pro-rata amongst all unsecured creditors. Because the amount of claims is currently unknown pending completion of motions to reject contracts and the filing of any related proofs of claims, the Debtor cannot estimate the percentage of claims that unsecured creditors will be paid based upon the plan payments. The implementation of, and the distributions required under, the Plan will be accomplished through the Debtor's continuing operation of its business. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/waeb17-02440-11-266.pdf About 47 Hops LLC Based in Yakima, Washington, 47 Hops LLC -- https://47hops.com/ -- sells aroma and alpha hops to breweries in 38 countries around the world. 47 Hops LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Wash. Case No. 17-02440) on Aug. 11, 2017. Douglas MacKinnon, its president, signed the petition. At the time of the filing, the Debtor disclosed $4.3 million in assets and $7.45 million in liabilities. Judge Frank L. Kurtz presides over the case. Catherine J Reny, Esq., and Nathan T. Riordan, Esq., at Wenokur Riordan PLLC, serve as the Debtor's bankruptcy counsel. The official committee of unsecured creditors tapped Cairncross & Hempelmann, P.S., as counsel. Marcia A. Frey, the examiner of 47 Hops LLC, hired Hillis Clark Martin & Peterson P.S., as counsel. 6635 W OQUENDO: IRS to be Paid $1.8K Monthly at 4% Over 3 Years --------------------------------------------------------------- 6635 W Oquendo LLC, filed with the U.S. Bankruptcy Court for the District of Nevada an amended disclosure statement describing its plan of reorganization filed on Nov. 13, 2017, corrected on Jan. 2, 2018, and amended on Jan. 16, 2018. The Amended Plan asserts that the Debtor and the Internal Revenue Service stipulated to the treatment of the IRS lien against the Debtor's property. With respect to the Service's tax lien recorded on Aug. 26, 2015 as Instrument Number 20150826-0001658 in the amount of $46,693. The amount owing under the tax lien is $61,699, which the Debtor will tender regular payments in the amount of $1,830 ($1,830 x 36 months = $65,898), every month based on an interest rate of 4% for a total amount of $65,898. Payments will commence on Feb. 15, 2018, with the first payment amount of $1,830 and each payment thereafter to be $1,830 until paid. Should the underlying taxpayer Ovidiu Ene pay any amounts towards this tax lien, there will be offset to the extent of any payments received by the Service from Ene. A copy of the Amended Disclosure Statement is available at: http://bankrupt.com/misc/nvb17-15953-49.pdf A copy of the Amended Plan is available at: http://bankrupt.com/misc/nvb17-15953-50.pdf About 6635 W Oquendo LLC 6635 W Oquendo LLC, was formed on Aug. 11, 2017, for the purpose of acquiring a property at a trustee sale. Its current property portfolio consists of one property and all improvements thereto located at 6635 W Oquendo Road, Las Vegas, Nevada 89118. It has only operated since the acquisition of this property at foreclosure sale. It has limited operating history, however, the operations of the Debtor are not complex as the only asset is a rental property that generates gross rental income of $10,000 per month. 6635 W Oquendo LLC filed a Chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 17-15953) on Nov. 6, 2017. The Debtor hired Andrew J. Van Ness, partner of Hunter Parker, LLC, as counsel. ALL AMERICAN ROOFING: Iron Horse to Sell Trucks & Forklifts ----------------------------------------------------------- Iron Horse Auction Company -- josh@ironhorseauction.com -- is selling pickup trucks, work trucks, forklifts, tools, equipment, roofing materials and office equipment as part of the liquidation sale in the Chapter 7 bankruptcy case of All American Roofing, Inc. According to Iron Horse's notice, the auction begins closing Monday, Jan. 29, 2018, at 12 p.m. All American Roofing, Inc., filed a voluntary Chapter 7 bankruptcy petition (Bankr. W.D.N.C. Case No. 17-31718) on Oct. 23, 2017, before the Hon. J Craig Whitley. ALLIANCE EQUITIES: Will Continue to Operate Business Under Plan --------------------------------------------------------------- Alliance Equities LLC filed with the U.S. Bankruptcy Court for the Eastern District of Michigan a disclosure statement in support of its proposed plan of reorganization dated Jan. 8, 2018. Alliance is a single member LLC that owns a 23,100 square foot light industrial warehouse facility located at 2850 Alliance Dr., Waterford, MI 48328. The Warehouse is subdivided into 14 separate units. The Debtor's primary business consists of leasing these units to various other individuals and entities for light industrial purposes. It leases each unit for $600 per month The Debtor anticipates that all allowed priority claims will be paid in accordance with the Plan. The Debtor estimates that the total of all Allowed Priority Claims is approximately $31,571. The Debtor anticipates that all of its other Administrative Claims will be paid in the ordinary course. The Debtor estimates its total amount of Administrative Claims at approximately $31,300. The Debtor estimates that it owes Unsecured Creditors approximately $7,085. A listing of the Debtor's Unsecured Creditors is on file with the Bankruptcy Court. Under the Plan, the Debtor proposes that it will continue to operate and conduct business. It proposes that Howard Baum will remain the sole member and sole individual in charge of operating the Debtor. The Debtor does not propose paying Baum a salary or providing any sort of fringe benefits for the foreseeable future. A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/mieb17-57301-21.pdf About Alliance Equities Alliance Equities LLC is a single member LLC that owns a 23,100 square foot light industrial warehouse facility located at 2850 Alliance Dr., Waterford, MI 48328. Alliance Equities sought Chapter 11 protection (Bankr. E.D. Mich. Case No. 17-57301) on Dec. 19, 2017. Judge Marci B Mcivor is the case judge. Counsel for Alliance Equities can be reached at: Michael E. Baum Kim K. Hillary Nicholas R. Marcus SCHAFER AND WEINER, PLLC 40950 Woodward Avenue, Suite 100 Bloomfield Hills, MI 48304 Tel: 248-540-3340 E-mail: Khillary@schaferandweiner.com ARCON PROPERTIES: Case Summary & Top Unsecured Creditors -------------------------------------------------------- Affiliates that filed voluntary petitions seeking relief under the provisions of Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Arcon Properties, LLC 18-00212 195 Airport Road Selinsgrove, PA 17870 Arcon Homes, LLC 18-00213 195 Airport Road Selinsgrove, PA 17870 Type of Business: Arcon Properties listed itself as a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: January 22, 2018 Court: United States Bankruptcy Court Middle District of Pennsylvania (Harrisburg) Judge: Hon. Robert N. Opel II Debtors' Counsel: Robert E Chernicoff, Esq. CUNNINGHAM, CHERNICOFF & WARSHAWSKY, PC 2320 North Second Street Harrisburg, PA 17110 Tel: 717 238-6570 Fax: 717 238-4809 E-mail: rec@cclawpc.com Assets and Liabilities: Estimated Estimated Assets Liabilities ----------- ----------- Arcon Properties $1 mil.-$10 million $1 mil.-$10 million Arcon Homes, LLC $100,000-$500,000 $1 mil.-$10 million The petitions were signed by Merrill D. Miller, Jr., member. Full-text copies of the petitions are available for free at: http://bankrupt.com/misc/pamb18-00212.pdf http://bankrupt.com/misc/pamb18-00213.pdf A copy of Arcon Properties' list of six largest unsecured creditors is available for free at: http://bankrupt.com/misc/pamb18-00212_creditors.pdf A copy of Arcon Homes' list of three largest unsecured creditors is available for free at: http://bankrupt.com/misc/pamb18-00213_creditors.pdf ATM MIRROR: SMFL Files Limited Objection to Disclosure Statement ---------------------------------------------------------------- Sumitomo Mitsui Finance and Leasing Company, Limited, a secured creditor of Debtor ATM Mirror, Inc., submitted a limited objection to the Debtor's disclosure statement dated Nov. 15, 2017. Prior to the Petition Date, on or about Nov. 18, 2015, the Debtor entered into a financing and security agreement with SMFL. Pursuant to the terms of the Financing Agreement, SMFL funded the purchase of a glass tempering oven by the Debtor. In exchange, the Debtor agreed to 72 monthly payments to SMFL totaling, approximately, $6,839.69 each and granted SMFL a lien on the Equipment. The SMFL Lien was properly perfected on Dec. 2, 2015. Finally, the Financing Agreement was personally guaranteed by Mr. James Count, President of the Debtor. On or about Nov. 9, 2016, in order to provide the Debtor with some much-needed breathing room during the early stages of the Chapter 11 Case, SMFL agreed, in principle, to amend the terms of the Financing Agreement, including an adjustment to the Monthly Payments. Though the Debtor does include the terms of the Amended Financing Agreement in the Disclosure Statement and has made payments to SMFL in accordance with the above schedule, the Amended Financing Agreement has not been formally accepted by the Debtor. A motion to approve the Amended Financing Agreement has not been filed, nor do the Plan or Disclosure Statement provide for the assumption of its terms. It is axiomatic that a "disclosure statement is necessary to provide creditors with sufficient information to enable them to cast an informed vote on the plan." Based on this, SMFL requests that the Disclosure Statement (and Plan) be amended to include sufficient information related to the assumption of the Amended Financing Agreement. The Troubled Company Reporter previously reported that the Plan will be funded with the Debtor's available cash on the Confirmation Date and from the Debtor's ongoing cash flow following the Confirmation Date. A full-text copy of SMFL's Limited Objection is available at: http://bankrupt.com/misc/nysb16-23276-95.pdf Counsel to Sumitomo Mitsui Finance and Leasing Company, Limited: Tracy L. Klestadt Christopher Reilly KLESTADT WINTERS JURELLER SOUTHARD & STEVENS, LLP 200 West 41st St., 17th Fl. New York, New York 10036 Tel: (212) 972-3000 Fax: (212) 972-2245 E-mail: tklestadt@klestadt.com About ATM Mirror ATM Mirror, Inc. is a glass manufacturing and installation company, installing projects from residential frameless shower doors to commercial architectural glass such as balconies. ATM Mirror is a family-owned business operating since 2005. ATM Mirror filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 16-23276) on Sept. 21, 2016, estimating assets and liabilities of less than $500,000. The petition was signed by James Count, president Judge Robert D. Drain presides over the case. Dawn Kirby, Esq., at DelBello Donnellan Weingarten Wise & Wiederkehr, LLP, is the Debtor's bankruptcy counsel. Fino and Associates is the Debtor's accountant. No official committee of unsecured creditors has been appointed in the case. AUBURN ARMATURE: Unsecureds to be Paid $200K Under Liquidation Plan ------------------------------------------------------------------- Auburn Armature, Inc., and affiliates filed with the U.S. Bankruptcy Court for the Northern District of New York a disclosure statement describing their proposed plan of liquidation, which provides a mechanism for the prompt distribution of the Debtors' Assets in full payment of the Patriot Secured Claim and administrative and priority claims. Substantially all of the Debtors' operating assets were sold during the Bankruptcy Cases pursuant to an order of the Bankruptcy Court. A plan administrator will be appointed to liquidate the Debtors' remaining Assets to Cash and distribute that Cash and the Cash remaining from the asset sale to holders of Allowed Claims. The Debtors' only material non-cash assets are a limited amount of uncollected accounts receivable, claims against pre-petition vendors under Chapter 5 of the Bankruptcy Code, and other claims the Debtors may have relating to the pre-petition and governance of the Debtors. The Plan provides a release by the Debtors to Patriot Capital, and exculpation for the Committee and the Debtors for actions taken during the course of the Bankruptcy Cases. The Plan also limits the liability of the Plan Administrator and related parties for actions taken in carrying out the Plan. All allowed administrative, priority and priority tax claims, as well as the patriot secured claim will be paid in full. Allowed unsecured non-subordinated creditors will be paid a pro-rata share of approximately $200,000 under the Plan. The Debtors are aware of approximately $9,000,000 in presently undisputed, non-subordinated unsecured claims. The funds remaining after payment of the Patriot Secured Claim, payment of administrative and priority claims, and the establishment of an operating reserve will be distributed to non-subordinated unsecured creditors. The Debtors will continue in existence after the Effective Date pursuant to the terms of the Plan and the Debtors’ governance documents except to the extent that such entity governance documents are deemed amended by the terms of the Plan, for the limited purpose of (i) effectuating the terms of the Plan, (ii) liquidating the Assets, (iii) making distributions in accordance with the Plan, and (iv) filing appropriate tax returns. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/nynb17-30743-5-218.pdf About Auburn Armature Based in Auburn, New York, Auburn Armature Inc. -- http://www.aainy.com/-- along with affiliates EASA Acquisition I, LLC, and EASA Acquisition II, LLC, operates an electric motor repair service and electrical equipment distribution network in New York including Binghamton, Rochester, Syracuse, Albany, Auburn, and Buffalo. AAI is the sole member of both EASA I and EASA II. All of AAI's outstanding stock is owned by Electrical Supply Acquisition, Inc., which in turn is owned by DeltaPoint Capital IV, LP and DeltaPoint Capital IV (New York), LP. AAI, EASA I and EASA II sought Chapter 11 protection (Bankr. N.D.N.Y. Lead Case No. 17-30743) on May 19, 2017. Geoffrey L. Murphy, president & CEO, signed the petitions. AAI estimated $10 million to $50 million in assets and debt. Judge Margaret M. Cangilos-Ruiz presides over the case. Menter, Rudin & Trivelpiece, P.C., serves as counsel to the Debtors. League Park Advisors is the Debtors' investment banker. On June 1, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The creditors committee retained Lowenstein Sandler LLP as counsel. B E R PRECISION: Plan to Give Unsecureds 100% in 60 Months ---------------------------------------------------------- B E R Precision, Inc., and Thomas Edward Berry filed with the U.S. Bankruptcy Court for the Southern District of Texas their fourth amended combined disclosure statement and plan of reorganization dated Jan. 12, 2018. Under the Plan, Class 4 general unsecured claims that are not disputed will receive pro-rata distributions before the expiration of 60 months, but not before all claims of Classes 1 and 2 are satisfied. Debtor estimates that the amount of the dividends paid to this class will total $182,890. It is estimated that the Class 4 claimants will receive dividends equal to 100 % of each claim at 0% interest. The previous version of the plan only asserted that Class 4 claimants will receive dividends equal to 100% of each claim. A full-text copy of the Fourth Amended Combined Disclosure Statement is available at: http://bankrupt.com/misc/txsb16-35232-124.pdf About Thomas Edward Berry and B E R Precision Thomas Edward Berry is an individual residing at 10111 Aves Street, Houston, Texas 77034. BER Precision, Inc. is a corporation whose main offices and machine shop is located at 1100 N. Washington Avenue, Cleveland Texas 77327. B E R Precision, Inc., filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 17-34371) on July 19, 2017. Thomas Edward Berry, managing member, signed the petition. At the time of filing, the Debtor estimated assets and liabilities at $100,000 to $500,000 each. Thomas Edward Berry filed his petition for bankruptcy under Chapter 11 (Bankr. S.D. Tex. Case No. 16-35232) on Oct. 18, 2016. By order of the Court on July 26, 2017 the cases are jointly administered. The Debtors are represented by Larry A. Vick, Esq., at the Law Offices of Larry A. Vick. BALDWIN PARK: Unsecureds to Recoup 25% Under Plan ------------------------------------------------- Creditors Madison Realty Equities, LLC, West Edge Halo, Inc., in its own capacity and as assignee of the claim of Brentwood Financial, LLC, Golden Living Health Management, Inc., Daniel Salceda and Steven Martinson filed a motion asking the U.S. Bankruptcy Court for the Central District of California for an entry of an order approving the disclosure statement describing their chapter 11 plan of reorganization, dated Jan. 15, 2018, for Baldwin Park Congregate Home, Inc. The Plan Proponents believe that the Disclosure Statement contains "adequate information" as contemplated by Section 1125 of the Bankruptcy Code. The Plan Proponents, therefore, request approval the Disclosure Statement and authorization to solicit acceptances of the Creditors Plan. Under the proposed plan, the reorganized company will continue to operate but will operate under new ownership. Basically, the choice for creditors is whether to proceed as a creditor of a company under the same ownership as before or under new ownership, where operations, financial reporting and representations of creditor payments are reliable. The Plan Proponent proposes to make payments to creditors by a combination of cash contributions and from anticipated future earnings. The Plan pays the secured claim of the IRS and all priority tax claims as required by the Bankruptcy Code. These claims will be paid over a five-year period as of the March 24, 2017 petition date, with interest at the Federal Short-Term Rate, plus 3 points, for an applicable rate of 4.68%, amortized equally over the term of the Plan. The Plan estimates that the payments will actually be paid over a four year period, assuming the Plan will go "Effective" sometime around the one year anniversary of the Petition Date. All non-tax related secured claims are held by the Plan Proponents. In lieu of payments directly on account of the Plan Proponent's secured claims and unsecured claims, the Plan Proponents are receiving the stock of the reorganized company. Their secured claims will be paid from net revenues, after operating expenses and after payment of the claims under the Plan. All unsecured claims, in the amounts either listed by Baldwin in its Schedules of Assets and Liabilities, or in the amounts filed by creditors in timely filed proofs of claim or as determined by the Bankruptcy Court as "Allowed" claims will be paid 25% of the Allowed Amount, paid twice-annually, unless paid earlier at the election of the Plan Proponents. The existing stock ownership of the Debtor will be canceled. The Plan Proponents will become the new owner and operator of the Reorganized Debtor. It is likely that the new owner will have the actual operation of the facility conducted by Congregate Management Associates, Inc., an entity formed by Mr. Martinson. It is possible that the new owner may technically be a separate corporation that will be the manager of a separate limited liability company. Whether direct or indirect, the new operation will actively be managed by Mr. Langendoen and Mr. Salceda, with operations overseen by Mr. Martinson. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/cacb2-17-13634-273.pdf About Baldwin Park Congregate Home 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. The Debtor is represented by Giovanni Orantes, Esq., of Orantes Law Firm. Joseph Rodrigues was appointed Patient Care Ombudsman in the Chapter 11 case. BAY CIRCLE: BPCP, et al.'s Bid for Judgment on Pleadings Granted ---------------------------------------------------------------- Bankruptcy Judge Wendy L. Hagenau entered an order granting the motion for judgment on the pleadings filed by Bay Point Capital Partners, LP, Bay Point Advisors LLC, and Charles Andros in the case captioned CHITTRANJAN "CHUCK" THAKKAR AND DCT SYSTEMS GROUP LLC, Plaintiffs, v. BAY POINT CAPITAL PARTNERS, LP, BAY POINT ADVISORS LLC, CHARLES ADROS, JOHN DOE 1, AND JOHN DOE 2, Defendants, Adversary Proceeding No. 17-5248-WLH (Bankr. N.D. Ga.). Mr. Thakkar and affiliated entities obtained loans from Wells Fargo. On May 4, 2015, five companies affiliated with Mr. Thakkar filed chapter 11 bankruptcy: Bay Circle Properties LLC; DCT Systems Group LLC; Sugarloaf Centre LLC; Nilhan Developers LLC; and NRCT LLC. The cases are being jointly administered under case number 15-58440-WLH, In re Bay Circle Properties, LLC. Debtors owed over $11 million to Wells Fargo. On Nov. 18, 2015, Mr. Thakkar and Wells Fargo entered into a settlement agreement regarding the unpaid loans. Under the terms of the Settlement Agreement, Debtors were required to repay the outstanding balance on loans and to execute deeds in lieu of foreclosure as to real property at 5100 and 5150 Peachtree Industrial Boulevard, Norcross, Georgia. The deeds in lieu were transferred to Wells Fargo to be held in escrow. The maturity date of the Settlement Agreement was May 1, 2017, though the Settlement Agreement provided for a five business day cure period. A First Amendment to Settlement Agreement was entered on Jan. 8, 2016, and the Court approved the Settlement Agreement on Jan. 13, 2016. A Second Amendment to Settlement Agreement was dated April 7, 2016. Pursuant to a Loan Purchase and Sale Agreement, dated March 24, 2016, Bay Point Capital Partners LP acquired the loans from Wells Fargo. Plaintiffs paid Bay Point CP in part, and approximately $2.7 million remained outstanding. Plaintiffs allege that Defendants violated the duty of good faith inherent in all contracts by choosing to foreclose instead of pursuing other remedies. Movants contend that they are entitled to judgment on the pleadings because Georgia does not recognize an independent cause of action for violation of a good faith duty in the performance of a contract. Movants also contend that they did not violate the duty of good faith because they not only followed the Settlement Agreement and related loan documents, but they also sought for and received Court approval to foreclose. The Court finds that judgment on the pleadings for Movants is appropriate because, under Georgia law, there is no independent cause of action for a breach of the duty of good faith. Plaintiffs contend that the September foreclosure sale was wrongful because they had tendered full payment to Bay Point CP prior to the sale and that Bay Point CP refused the valid tender of payment in full. Movants state that the purported tender was neither proper nor timely. The Court finds that Plaintiffs failed to provide a proper tender of the debt due to Bay Point CP and that, accordingly, their claim for wrongful foreclosure fails and Movants are entitled to judgment as a matter of law on Count V of the Verified Complaint. Plaintiffs also state that several items of DCT's personal property remain in the Property and that Bay Point CP has wrongfully taken possession of the personal property. Movants state that Plaintiffs' conversion claim fails as a matter of law because Plaintiffs have not shown title to the property and have not demanded that the property be returned. The Court finds Plaintiffs failed to plead the elements of conversion under Georgia law and that Movants are therefore entitled to judgment as a matter of law on Count VI of the Verified Complaint. For these reasons, the Court finds there are no material facts in dispute and Movants are entitled to judgment as a matter of law. A full-text copy of Judge Hagenau's Order dated Jan. 12, 2018 is available at https://is.gd/BXNbNp from Leagle.com. About Bay Circle Properties Bay Circle Properties, LLC, DCT Systems Group, LLC, Sugarloaf Centre, LLC, Nilhan Developers, LLC, and NRCT, LLC, own 16 different real properties including significant undeveloped acreage. The properties also include office/warehouse buildings, retail shopping centers and free standing single tenant buildings. Bay Circle Properties, et al., filed Chapter 11 bankruptcy petitions (Bankr. N.D. Ga. Case Nos. 15-58440 to 15-58444) on May 4, 2015. The Chapter 11 cases are jointly administered. Chuck Thakkar, manager, signed the petitions. The Debtors estimated $1 million to $10 million in both assets and liabilities. The Debtors tapped John A. Christy, Esq., J. Carole Thompson Hord, Esq., and Jonathan A. Akins, Esq., at Schreeder, Wheeler & Flint, LLP, as bankruptcy attorneys. The Debtors engaged RG Real Estate, Inc., as real estate broker. No trustee has been appointed and the Debtors are operating their businesses as debtors-in-possession. BCR EQUIPMENT: $57K Sale of 2016 Chevrolet Silverado to Meador OK'd ------------------------------------------------------------------- Judge Mark X. Mullin of the U.S. Bankruptcy Court for the Northern District of Texas authorized BCR Equipment Rental, LLC's sale of interest in its 2016 Chevrolet Silverado K3500, VIN# 1GC4K0C84GF176943, to Meador Dodge Chrysler Jeep for $56,800. Once Wells Fargo Dealer Services receives the monies to pay their claim in full, Wells Fargo will cause a clear and free of all liens title to the Buyer. The 14-day appeal time is waived. About BCR Equipment Rental Based in Fort Worth, Texas, BCR Equipment Rental LLC filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 17-44202) on Oct. 14, 2017. The Debtor estimated both assets and liabilities to be less than $1 million. Craig Douglas Davis at Davis, Ermis & Roberts, P.C., is the Debtor's counsel. BCR EQUIPMENT: Meador Buying 2016 Chevrolet Silverado for $57K -------------------------------------------------------------- BCR Equipment Rental, LLC, asks the U.S. Bankruptcy Court for the Northern District of Texas to authorize the sale of interest in its 2016 Chevrolet Silverado K3500, VIN# 1GC4K0C84GF176943, to Meador Dodge Chrysler Jeep for $56,800. The Debtor wishes to sell the vehicle free and clear of the Wells Fargo Dealer Services lien to Buyer. There is no equity in the vehicle, therefore the Debtor's creditors, other than Wells Fargo Dealer Services, will not be interested in the transaction. Wells Fargo Dealer Services lien will be paid in full and the title will be released to the Buyer. The Buyer: MEADOR DODGE CHRYSLER JEEP 9501 South Fwy Forth Worth, TX 76140 Telephone: (817) 535-0535 About BCR Equipment Rental Based in Fort Worth, Texas, BCR Equipment Rental LLC filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 17-44202) on Oct. 14, 2017. The Debtor estimated both assets and liabilities to be less than $1 million. Craig Douglas Davis at Davis, Ermis & Roberts, P.C., is the Debtor's counsel. BEERCO LIMITED: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: BeerCo Limited LLC aka BeerCo Restaurant LLC aka Belgian Beer Cafe 220 5th Avenue New York, NY 10001-7708 Business Description: BeerCo Limited LLC is a Nevada limited liability company which operates a "Belgian Beer Cafe" style restaurant with a seating capacity of 245 patrons. The Restaurant operates at 220 Fifth Avenue, New York, NY pursuant to a commercial lease and a franchise and co-operation agreement with a Belgian-based company known as Creneua International NV, located in Hasselt, Belgium. Chapter 11 Petition Date: January 22, 2018 Case No.: 18-10150 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: Hon. James L. Garrity Jr. Debtor's Counsel: Ted J. Donovan, Esq. GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP 1501 Broadway, 22nd Floor New York, NY 10036 Tel: (212)-221-5700 Fax: 212-422-6836 E-mail: TDonovan@GWFGlaw.com knash@gwfglaw.com Total Assets: $2.18 million Total Liabilities: $420,588 The petition was signed by Skel Islamaj, managing member. A full-text copy of the petition, containing a list of the Debtor's 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/nysb18-10150.pdf BELK INC: Bank Debt Trades at 17.21% Off ---------------------------------------- Participations in a syndicated loan under which BELK Inc is a borrower traded in the secondary market at 82.79 cents-on-the-dollar during the week ended Friday, January 12, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 1.74 percentage points from the previous week. BELK Inc pays 475 basis points above LIBOR to borrow under the $1.500 billion facility. The bank loan matures on Dec. 10, 2022 and carries Moody's B2 rating and Standard & Poor's B- rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended January 12. BERRY GLOBAL: S&P Rates Proposed $400MM Second-Lien Notes 'BB-' --------------------------------------------------------------- S&P Global Ratings assigned its 'BB-' issue-level rating and '5' recovery rating to Evansville, Ind.-based Berry Global Inc.'s proposed $400 million second-lien senior secured notes due 2026. The '5' recovery rating indicates our expectation for modest (10%-30%; rounded estimate: 20%) recovery in the event of a payment default. All of S&P's other ratings on Berry Global remain unchanged. The company will use the proceeds from these notes to fund its $475 million acquisition of Clopay Plastics Products. S&P said, "Our corporate credit rating on Berry Global reflects the company's established position as a global leader in the design and manufacture of engineered materials, non-woven specialty materials, and consumer packaging products. The company had sales of approximately $7.1 billion as of the end of fiscal-year 2017 and offers its products and services to over 18,000 customers in various end markets, including food and beverage, personal and health care, industrials, and consumer products. We expect that Berry's adjusted debt-to-EBITDA metric will remain below 4x over the next 12 months, which is consistent with our current rating." RATINGS LIST Berry Global Inc. Corporate Credit Rating BB/Positive/-- New Rating Berry Global Inc. Senior Secured $400M 2nd-Ln Nts Due 2026 BB- Recovery Rating 5(20%) BLACK SQUARE: Feb. 13 Approval Hearing on Plan Disclosures Set -------------------------------------------------------------- Judge John K. Olson of the U.S. Bankruptcy Court for the Southern District of Florida will convene a hearing on Feb. 13, 2018 at 10:30 a.m. to consider approval of Black Square Financial, LLC's disclosure statement filed on Jan. 5, 2018. The last day for filing and serving objections to the disclosure statement is Feb. 6, 2018. The Troubled Company Reporter previously reported that holders of Class 5 Allowed General Unsecured Claims will be paid the full amount of their Allowed Claim in 24 equal monthly payments, with interest accruing at a rate of 5% per annum, commencing within 30 days of the Effective Date, unless the holder of the non-Insider Allowed General Unsecured Claim has been paid prior to the Effective Date or agrees to a different treatment. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/flsb17-23562-58.pdf About Black Square Financial Headquartered in Coral Springs, Florida, Black Square Financial, LLC, filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 16-23562) on Nov. 8, 2017, estimating its assets at between $100,001 and $500,000 and its liabilities at between $500,001 and $1 million. Philip J Landau, Esq., at Shraiberg Landau & Page PA, serves as the Debtor's bankruptcy counsel. BLACKSANDS PETROLEUM: Gets Out of Oil Exploration Business ---------------------------------------------------------- Blacksands Petroleum, Inc., filed with the Securities and Exchange Commission its annual report on Form 10-K reporting net income of $0 on $0 of revenue for the year ended Oct. 31, 2016, compared to net income of $6.16 million on $0 of revenue for the year ended Oct. 31, 2015. As of Oct. 31, 2016, Blacksands had $0 in total assets, $0 in total liabilities and $0 in total stockholders' deficiency. The Company has no cash or other assets as of Oct. 31, 2016 since operations have ceased after April 2015. "We have no assets nor liabilities as of the date of this filing. All assets and liabilities which existed prior to the cessation of operations were either abandoned or discharged by court order through the receivership process," said Blacksands. "Our preferred and common shares are still outstanding. There were no changes in issued our outstanding preferred or common shares, or the related additional paid in capital, for any of the periods presented in this comprehensive Form 10-K. Our accumulated deficit of $28,782,851 at the end of each fiscal year and interim period presented in this comprehensive Form 10-K offset all paid-in capital accounts resulting in no financial position." There were no cash flows from operations for the years ended Oct. 31, 2016 nor 2015. Discontinued operations used $0.00 and $449,688 for the years ended Oct. 31, 2016 and 2015, respectively. Prior to the discontinuance of operations which took place in April of 2015, prior management used cash in investing activities by acquiring oil and gas properties totaling $229,252. There have been no investing activities since the Company discontinued operations. The Company's plan is to raise additional capital in order to seek a viable business to acquire. However, the Company cannot assure that it will accomplish this task and there are many factors that may prevent the Company from reaching its goal of profitability. Thayer O'Neal Company, LLC, in Houston, Texas, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Oct. 31, 2016, noting that the Company has suffered recurring losses from operations and negative cash flows from operating activities that raise substantial doubt about its ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: https://is.gd/gS6cQ2 About Blacksands Petroleum Based in Castlerock, Colorado, Blacksands Petroleum, Inc. was formerly an oil and natural gas company engaged in the exploration for, and the acquisition, development and production of, oil and natural gas reserves in the U.S. The Company formerly pursued exploration, development and exploitation drilling, complimented with property or corporate acquisitions exhibiting synergy in lands, facilities, production and operating efficiencies. Blacksands' operations were conducted through its subsidiaries, including its wholly-owned subsidiaries, Blacksands Petroleum Texas LLC, NRG Assets Management LLC and Copano Bay Holdings, LLC as well as ApClark LLC and Access Energy Inc., of which the Company owns 100% of the voting interests. BOISE GUN: Bankr. Court Rejects Bid to Modify Chapter 11 Plan ------------------------------------------------------------- In the bankruptcy case in re: BOISE GUN COMPANY, INC., Chapter 11, Debtor, Case No. 15-01389-TLM (Bankr. D. Idaho), Chief Bankruptcy Judge Terry L. Myers denied Debtor Boise Gun Company, Inc.'s motion to modify its Chapter 11 Plan and denied creditor Zions First National Bank's motion to enforce plan. The Debtor filed its petition commencing its chapter 11 case on Oct. 23, 2015. The Debtor's Chapter 11 Plan was confirmed by order entered Feb. 1, 2017. On Nov. 20, 2017, the Debtor filed a motion to modify its Chapter 11 Plan. The Motion was opposed by creditor Zions First National Bank and by the United States Trustee. Creditor Sports, Inc. supported the motion "provided that the motion meets the requisites of the Bankruptcy Code[.]" Relying essentially on a budget attached to the Motion, Debtor argues, and a principal of Debtor testified, that if the modifications are approved, the Debtor will be able to meet the altered payment and loan-to-value requirements. Section 1127(b) limits potential modification of a confirmed plan to the period "before substantial consummation of such plan[.]" As this Court has noted in In re Stevenson, "the first issue is whether the present plan has been substantially consummated, since substantial consummation precludes further attempts at material modification." "Substantial consummation" is defined in section 1101(2) and consists of a three-part test. That section provides: substantial consummation means-- (A) transfer of all or substantially all of the property proposed by the plan to be transferred; (B) assumption by the debtor or by the successor to the debtor under the plan of the business or of the management of all or substantially all of the property dealt with by the plan; and (C) commencement of distribution under the plan. Though conceding sections 1101(2)(A) and (B) are met, Debtor argues section 1101(2)(C) is not. Debtor contends that, so long as payments to one designated class have not commenced per the Plan's terms, there is no substantial consummation. No direct authority for that proposition was provided. Further, none of the cases relied upon by Debtor come close to announcing a rule that negates a finding under section 1101(2)(C) simply because one class out of several has not yet received payments. And the Court finds the arguments made in favor of such an interpretation strained and unpersuasive. In Stevenson, where payments had commenced on two of three loans the debtor had with FCB, this Court rejected the argument that the absence of commencement of payments on a third loan defeated substantial consummation. Similarly, this Court finds and concludes that the Plan has been substantially consummated where Debtor has commenced making payments under the Plan to five of the six classes of creditors. As a result, modification under section 1127(b) is unavailable. Debtor's motion is denied. Zions' objection to modification was coupled with a motion to "enforce" the Plan. It requests the Court find Debtor to be in default and require Debtor to turn over all pledged collateral securing the indebtedness owed to Zions. Here, Debtor's Plan was confirmed. The Plan, consistent with section 1141(d), provided that confirmation discharged Debtor from all preconfirmation debts. In addition, all estate property vested in Debtor, subject to the Plan. Debtor's pre-existing obligations to creditors, including Zions, were replaced with those set out in the Plan. In short, the Plan's provisions and terms are binding on Debtor. Zions has an enforceable obligation against Debtor, as defined and specified in the Plan. Given Debtor's default, Zions can avail itself of appropriate non-bankruptcy law processes and remedies, and the Court need not be involved. Therefore, Zions' "motion to enforce" is denied. A full-text copy of Judge Myers' Memorandum of Decision is available at https://is.gd/pgEjZ4 from Leagle.com. Boise Gun Company, Inc., Debtor, represented by Matthew Todd Christensen, Angstman Johnson, PLLC. US Trustee, U.S. Trustee, represented by Brett R. Cahoon, OFFICE OF THE US TRUSTEE US DEPT. About Boise Gun Company, Inc. Boise Gun Company, Inc., based in Garden City, Idaho, filed a chapter 11 petition (Bankr. D. Idaho Case No. 15-01389) on Oct. 23, 2015. The petition was signed by Jason Hopper, vice president. The case is assigned to Judge Terry L. Myers. The Debtor is represented by Matthew T. Christensen, Esq., at Angstman Johnson, PLLC. The Debtor disclosed $3.85 million in assets and $4.14 million in liabilities at the time of the filing. BORIS KHINKIS: Cohens Buying Mahwah Property for $750K ------------------------------------------------------ Boris Khinkis asks the U.S. Bankruptcy Court for the District of New Jersey to authorize the sale of real property located at 10 North Bayard Lane, Mahwah, New Jersey, to Kenneth and Antonietta Cohen for $750,000. A hearing on the Motion is set for Feb. 20, 2018, at 10:00 a.m. The Debtor's case was commenced on the eve of a foreclosure sale concerning the Property, a 2,816 square foot single-family residential home. The Property may be encumbered by certain other liens as set forth in detail in the title report. The Liens that may encumber the Property include: a. Any and all unpaid property taxes; b. Any and all unpaid municipal charges for water and/or sewer; c. Tax Lien Certificate held by Trystone Capital Assets, LLC; d. Mortgage lien owed to Santander Bank, N.A. in the amount of $230,805; e. Mortgage lien owed to Metro Real Estate Holding, LLC. in the amount of $250,000; f. Mortgage lien owed to Chase Mortgage in the amount of $138,673 (Mortgage has been assigned to Deutsche Bank National Trust Company – recorded on 12/22/2017); g. UCC-1 lien held by the Law Office of Andrew D. Schildiner, Esq.; h. Judgments docketed with the Superior Court of New Jersey: (i) Albert & Gregory Shinder – Judgment No.: J-251980-2013; (ii) Petrocom Energy Group, LLC – Judgment No.: DJ-005626-2014; (iii) Phillips 66 Company – Judgment No.: J-061101-2015; (iv) Santander Bank, N.A. – Judgment No.: J-148601-2014; (v) Santander Bank, N.A. – Judgment No.: J-225842-2014; and (vi) Sterling National Bank – Judgment No.: J-054257-2014; and i. The joint tenancy ownership rights of Yulia Khinkis. The Property was originally listed by Keller Williams Village Square Realty for $849,000 on Sept. 13, 2017. Since September 2017, the listing price was periodically lowered, and was last listed at $770,000 on Oct. 13, 2017. Subject to Court authorization, the Debtor has entered into the Purchase Agreement of Sale for Real Estate to purchase the Property for a purchase price of $750,000 with the Buyers, free and clear of any and all liens, claims or interests. Since the execution of the Purchase Agreement and as a result of the Purchasers' inspection, the Debtor and non-filing spouse have provided the Purchasers with a credit of $3,500 to the Purchasers to address any post-inspection issues with the Property. The final purchase price will be $746,500. The pertinent terms of the Purchase Agreement are: a. The Purchase Agreement provides for a $750,000 purchase price with an initial deposit of $18,500 due three days from home inspection and a second deposit of $18,500 due three days from bankruptcy court authorization. b. The closing is anticipated to occur by Jan. 15, 2018 or 60 days from conclusion of receipt of approval for sale, whichever date is later. c. The performance of the Purchasers is contingent on obtaining of a mortgage commitment in the amount of $600,000. d. The Buyers will give the Seller 90 days to obtain Court approval. If approval has not been received in 90 days, the Buyers will (i) extend to the Seller a reasonable amount of time to finalize the approval or (ii) cancel the Purchase Agreement and they'll be entitled to the return of the earnest money deposit. e. All representations made by the Seller in the Purchase Agreement, any riders or addenda to the Purchase Agreement, and any attorney review letters, are made to the best of the Seller's knowledge, information and belief and will not survive closing of title. f. The Seller assumes risk of loss or damage to the subject premises by fire or otherwise until closing. In case the premises should suffer damage beyond normal wear and tear, he will repair or agree to provide at closing an agreed upon amount of a credit for said damage prior to closing. In the case where the cost of repairs exceeds 10% of the purchase price, the parties may attempt to negotiate a resolution and if one cannot be made, either party may cancel the Purchase Agreement and all deposit monies will be returned. g. All waivers must be in writing. Any deposit monies paid by or on behalf of Buyer will be refunded in full to the Buyers should either party declare the Purchase Agreement null and void in conformity with the Purchase Agreement. In the event one of the parties to the agreement will default, the other party will have such remedies as may be provided by law and equity. For the efforts of the Debtor's counsel and the real estate professionals, the secured creditors would not have realized any sale proceeds until the eventual foreclosure sale and would not have benefited from the marketing campaign performed by the Realtor. Thus, the Debtor asks the Court to allow the professionals fees be paid from the sale proceeds. A sound business reason exists because the sale of the Property will yield net proceeds to the unsecured creditors, following payment for all allowed secured and priority claims in accordance with section 507(a) of the Bankruptcy Code. Accordingly, the Debtor asks the Court to approve the relief sought. The Debtor asks the Court to waive the 14-day stay period pursuant to Bankruptcy Rules 6004(h). Counsel for Debtor: David L. Stevens, Esq. SCURA, WIGFIELD HEYER, STEVENS & CAMMAROTA, LLP 1599 Hamburg Turnpike Wayne, NJ 07470 Telephone: (973) 696-8391 E-mail: dstevens@scuramealey.com Boris Khinkis sought Chapter 11 protection (Bankr. D.N.J. Case No. 17-25289) on July 28, 2017. The Debtor tapped David L. Stevens, Esq., at Scura, Wigfield, Heyer & Stevens as counsel. On Sept. 21, 2017, the Court appointed Keller Williams Village Square Realty to assist with the sale of Debtor's property. BUCKEYE PARTNERS: Fitch Rates Jr. Subordinated Notes Due 2078 'BB' ------------------------------------------------------------------ Fitch Ratings affirms Buckeye Partners, LP's Long-term Issuer Default Rating (IDR) and senior unsecured rating at 'BBB-'. Fitch also assigns a 'BB' rating to Buckeye's proposed offering of junior subordinated notes due 2078. Proceeds from the offering are expected to be used to repay borrowings under Buckeye's revolving credit facility and for general partnership purposes. Fitch applies 50% equity credit to the junior subordinated note offering. The Rating Outlook is Stable. KEY RATING DRIVERS Size, Scale and Stability: Buckeye's ratings are based on the partnership's size, geographic diversity, and ability to invest in growth opportunities that should create future increases in EBITDA and distributable cash flows. Past acquisitions and strategic growth capex initiatives have driven EBITDA substantially over the past few years. Buckeye estimates that over 95% of its EBITDA for the LTM ending Sept. 30, 2017 came from fee-based activities, providing a fair amount of comfort around cash flow and earnings stability. Asset Diversity: The ratings are also supported by geographically diverse assets, which are largely located in the Gulf Coast, New York Harbor, Chicago, and the Caribbean. The VTTI, B.V. acquisition in January 2017 added assets that are focused in Northwest Europe, the United Arab Emirates and the Singapore harbor, as well as other locales. The partnership's cash flows are largely derived from two segments: domestic pipelines and terminals and global marine terminals. The additional acquisition of VTTI's master limited partnership in September 2017 helped to simplified VTTI's structure and is expected to enhance accretion to Buckeye. Acquisitive Nature: While concerns include the partnership's acquisitive nature, Buckeye has historically demonstrated its ability to fund growth and acquisitions with a combination of debt and equity in order to manage the impact to the balance sheet. Buckeye will be structurally subordinated to approximately $800 million of non-recourse debt at VTTI. Fitch does not typically consolidate non-consolidated, non-recourse joint ventures. Instead, Fitch typically adjusts EBITDA for cash distributions received from any non-consolidated interests. Leverage and Distribution Coverage: Fitch expects leverage of 4.5x to 4.8x for year-end 2017, trending down closer to 4.5x in 2018 and 2019. Distribution coverage should remain above 1.0x for the forecast period. The distribution coverage ratio is expected to remain in a range of 1.0x to 1.1x, which is adequate. However, if coverage falls below this range, Fitch would have concerns about how the shortfall would be funded. DERIVATION SUMMARY Buckeye has reasonable leverage for a 'BBB-' rating relative to other crude oil and refined product pipeline peers such as Plains All American LP (PAA). Fitch expects Buckeye to have 2017 leverage in the range of 4.5x to 4.8x while PAA is expected to have leverage above 5.0x for 2017, which is high for a 'BBB-' rating. Cash flows are steady and Buckeye estimates that over 95% of adjusted EBITDA for the LTM ending Sept. 30, 2017 came from fee-based activities. Buckeye has a higher percentage of fee-based cash flows versus PAA which is estimated to be approximately 90%. However, PAA is a larger and more diverse MLP than Buckeye. Buckeye is also smaller and less diverse than similarly rated MPLX LP which has lower leverage and a strong sponsor. Growth at MPLX is expected to be significant given dropdowns from its parent and organic growth opportunities in the more volatile gathering and processing segment. KEY ASSUMPTIONS Fitch's key assumptions within Fitch rating case for the issuer include: -- EBITDA and distributable cash flow continue to increase as new projects come online; -- Higher distributable cash flow will allow the partnership to increase distributions at a modest pace in the near term while maintaining a distribution coverage ratio in the range of 1.0- 1.1x; -- Growth capex for 2017 is assumed to be $270 million, the midpoint of management's guidance; -- 50% equity credit applied to the junior subordinated notes; -- Maintenance capex modestly increase in each progressing year. RATING SENSITIVITIES Future Developments That May, Individually or Collectively, Lead to Positive Rating Action -- Positive rating action is not anticipated in the near to medium term. However, Fitch may take positive rating action if leverage falls below 4.0x on a sustained basis. Future Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Reduced liquidity; -- Inability to meet growth expectations associated with past acquisitions or with expansion projects given Buckeye's substantial spending; -- A significant rise in capex or acquisitions not funded in a balanced way; -- Increased leverage above 5.0x on a sustained basis and distribution coverage below 1.0x over a sustained period of time. LIQUIDITY Adequate liquidity: As of Sept. 30, 2017, Buckeye had over roughly $820 million of liquidity. Cash on the balance sheet was $7.9 million. The partnership had $814 million of borrowing capacity on its $1.5 billion unsecured revolver. In September 2016, Buckeye extended the credit facility by a year to September 2021. Its revolver will consequently be $1.5 billion through September 2020 and $1.4 billion from September 2020 until September 2021. BPL had a $300 million January 2018 maturity. Proceeds from this proposed offering are expected to be used to repay revolver borrowings and for general partnership purposes. Borrowers on the revolver are Buckeye Partners, L.P. (BPL), and its indirect wholly-owned subsidiaries Buckeye Energy Services LLC (BES), Buckeye Caribbean Terminals LLC (BCT), and Buckeye West Indies Holdings LP (BWIH). BES, BCT and BWIH are collectively referred to as Buckeye Merchant Services Companies (BMSC). BMSC can borrow up to $500 million on the $1.5 billion revolver for letters of credit (LOCs) and swingline loans. In aggregate for all four borrowers, LOCs cannot exceed $500 million and swingline loans cannot exceed $150 million. At the end of any quarter, bank defined leverage cannot exceed 5x. If in any quarter, there has been an acquisition of $50 million or more, or if acquisitions have been $100 million or more in the prior 12 months, then leverage cannot exceed 5.5x for four consecutive quarters, including the quarter in which the acquisition takes place. The bank definition of leverage is adjusted for the covenant calculations. For the bank definition of debt, there are adjustments. The debt balance is reduced by borrowings of BMSC subject to certain limitations. Like other MLP bank definitions for EBITDA, it is adjusted for acquisitions and material projects. As of Sept. 30, 2017 Buckeye was in compliance with all of its revolver and term loan covenants. FULL LIST OF RATING ACTIONS Fitch has assigned the following rating: Buckeye Partners, LP -- Junior subordinated notes due 2078 'BB' . Fitch has affirmed the following ratings: -- Long-term IDR at 'BBB-'; -- Senior unsecured debt at 'BBB-'. The Rating Outlook is Stable. CALIFORNIA RESOURCES: Robert Barnes Transitioning to Advisor Role ----------------------------------------------------------------- Effective Jan. 16, 2018, Robert A. Barnes will transition from his current role as executive vice president - operations to the non-officer role of senior executive advisor. This move is part of the Company's succession planning as Mr. Barnes prepares for retirement from the Company. Mr. Barnes will assist in transitioning his current responsibilities to other members of the Company's management team, according to a Form 8-K filed with the Securities and Exchange Commission. About California Resources California Resources Corporation -- http://www.crc.com/-- is an independent oil and natural gas exploration and production company operating properties exclusively within the State of California. The Company was incorporated in Delaware as a wholly-owned subsidiary of Occidental on April 23, 2014, and remained a wholly-owned subsidiary of Occidental until if was spun off. On Nov. 30, 2014, Occidental distributed shares of the Company's common stock on a pro rata basis to Occidental stockholders and the Company became an independent, publicly traded company, referred to in the annual report as the Spin-off. Occidental retained approximately 18.5% of the Company's outstanding shares of common stock which it has stated it intends to divest on March 24, 2016. The Company is headquartered in Based in Los Angeles, California. California Resources reported net income of $279 million for the year ended Dec. 31, 2016, compared to a net loss of $3.55 billion for the year ended Dec. 31, 2015. As of Sept. 30, 2017, California Resources had $6.18 billion in total assets, $6.75 billion in total liabilities and a total deficit of $574 million. * * * As reported by the TCR on Nov. 14, 2017, S&P Global Ratings affirmed its 'CCC+' corporate credit rating on Los Angeles-based exploration and production company California Resources Corp (CRC). The outlook is negative. "The affirmation of the 'CCC+' corporate credit rating on CRC reflects our assessment of the company's improving, but still weak financial measures combined with increased capital spending that should stem production declines following a tumultuous 2016. In November 2017, Moody's Investors Service upgraded California Resources' Corporate Family Rating (CFR) to 'Caa1' from 'Caa2' and Probability of Default Rating (PDR) to 'Caa1-PD' from 'Caa2-PD'. The upgrade of CRC's CFR to 'Caa1' and stable outlook reflects CRC's improved liquidity and the likelihood that it will have sufficient liquidity to support its operations for at least the next two years at current commodity prices. CARL WEBER: Delay in Counsel Retention OK Stalls Plan Filing ------------------------------------------------------------ Carl Weber Green Properties, LLC, asks the U.S. Bankruptcy Court for the District of New Jersey to extend the exclusive period during which only the Debtor can file a plan of reorganization to March 19, 2018, from Jan. 18, 2018. A hearing to consider the Debtor's request is set for Feb. 6, 2018, at 10:00 a.m. Carl Weber Green is currently preparing its Chapter 11 plan of reorganization and disclosure statement. There has been no appointment of a creditor's committee in this case and the professionals are still in the process of being retained. The Debtor is pursuing potential resolutions with various parties and creditors. The Debtor says that the extension is warranted because it is in the process of preparing a Chapter 11 plan of liquidation. According to the Debtor, a delay in preparing and filing the plan has been caused by the delay in approval of the Debtor's application to retain counsel. The Debtor fully expects this issue to be rectified this week. Once counsel is approved, the Debtor's counsel will assist in preparing and filing the proposed plan. A copy of the Debtor's request is available at: http://bankrupt.com/misc/njb17-29110-48.pdf About Carl Weber Green Properties Carl Weber Green Properties, LLC, is affiliated with 3490RT94, LLC, which sought bankruptcy protection (Bankr. D.N.J. Case No. 16-32067) on Nov. 17, 2016. 3490RT94 listed its business as a single asset real estate. Carl Weber sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 17-29110) on Sept. 20, 2017. Philip Sivin, its manager, signed the petition. At the time of the filing, the Debtor estimated assets of $1 million to $10 million and liabilities of less than $1 million. GIORDANO, HALLERAN & CIESLA, P.C., serves as counsel to the Debtor. CARTEL MANAGEMENT: $7K Sale of Two 2015 Yamaha Model VXs Approved ----------------------------------------------------------------- Judge Deborah J. Saltzman of the U.S. Bankruptcy Court for the Central District of California authorized Cartel Management, Inc. and Titans of Mavericks, LLC to sell of two personal watercraft: (i) 2015 Yamaha Model VX, VIN # 6EX-1010211, Serial # YAMA2634D515; and (ii) 2015 Yamaha Model VX, VIN # 6EX-1008410, Serial # YAMA1804ED515; and an accompanying trailer with VIN # 1ZCS16010FZ346173, to Jared Booye for $7,000 in cash. A hearing on the Motion was held on Jan. 10, 2018 at 2:00 p.m. The sale of the Personal Property will be free and clear of all liens, claims and/or interests. The stay provided for in Rule 6004(h) of the Federal Rules of Bankruptcy Procedure is waived and the Order will be effective immediately upon its entry. About Cartel Management Cartel Management, Inc., and Titans of Mavericks, LLC -- http://www.titansofmavericks.com/-- promote, organize and host a sporting event in "big wave" surfing known as "Titans of Mavericks" at the Pacific Ocean surf break popularly known as "Maverick's" located near Half Moon Bay, California. Cartel and Titans filed Chapter 11 petitions (Bankr. C.D. Cal. Lead Case No. 17-11179) on Jan. 31, 2017. Griffin Guess, president of Cartel, signed the petitions. At the time of filing, Cartel estimated assets of less than $1 million and estimated liabilities of $1 million to $10 million. Titans estimated assets of less than $50,000 and liabilities of less than $500,000. Judge Deborah J. Saltzman presides over the cases. The Debtors engaged David L. Neale, Esq., at Levene, Neale, Bender, Yoo & Brill LLP, in Los Angeles, California, as bankruptcy counsel. The Debtors tapped Hartford O. Brown, Esq., at Klinedinst PC, as special counsel in relation to the potential sale of their assets, and to handle disputes with Red Bull Media House North America, Inc., and other third parties. The Debtors also tapped Tyler Paetkau, Esq., of Hartnett, Smith & Paetkau to represent them on certain proceedings, including administrative proceedings before the San Mateo County Harbor District, the California Coastal Commission, the San Mateo County Planning and Building Department, and National Oceanic and Atmospheric Administration. CASTLE ARCH: Proposed Statewide Auction of Tooele Property Approved ------------------------------------------------------------------- Judge Joel T. Marker of the U.S. District Court for the District of Utah authorized the bidding procedures of D. Ray Strong, as Liquidating Trustee of the Consolidated Legacy Debtors Liquidating Trust, the Castle Arch Opportunity Partners I, LLC Liquidating Trust and the Castle Arch Opportunity Partners II, LLC Liquidating Trust, in connection with the sale of the real property and water rights located in Tooele County, Utah at public auction. The sale is free and clear of all interests. The Property is comprised of four parcels of real property totaling 272.71 acres of raw land, and 16 acre-feet of water, with a water right number of 15-4962 and change application number of A-34412. The Auction will be conducted by Statewide Auction Co. pursuant to the Real Estate Auction Agreement and Bidding Procedures. The salient terms of the Bidding Procedures are: a. Auction Deposit: $25,000 b. Auction: Statewide may conduct the Auction in either one or two phases that may include (i) a Bulk Sale and (ii) a Parcel Sale. c. Closing: The Seller will close the sale of the Property to the Successful Bidder(s) within 30 days of the close of the Auction Sale. A copy of the Statewide Agreement, including Auction Procedures, attached to the Motion is available for free at: http://bankrupt.com/misc/Castle_Arch_1380_Sales.pdf The Trustee is authorized to pay from the gross proceeds of the sale property taxes and the costs of sale, including compensation to Statewide as provided for in the Real Estate Auction Agreement. The hearing on the Motion scheduled for Jan. 29, 2018 is stricken. About Castle Arch Real Estate Castle Arch Real Estate Investment Company, LLC, in Salt Lake City, Utah, filed for Chapter 11 bankruptcy (Bankr. D. Utah Case No. 11-35082) on Oct. 17, 2011, together with several affiliates. The petitions were signed by Trent Waddoups, CEO/president. Judge Joel T. Marker presides over the case. Michael L. Labertew, Esq., at Labertew & Associates, LLC, served as counsel to the Debtors. In its petition, Castle Arch Real Estate Investment Company scheduled $2,818,931 in assets, and $40,863,600 in debt. The other filing affiliates are CAOP Managers, LLC; Castle Arch Kingman, LLC; Castle Arch Secured Development Fund, LLC; Castle Arch Smyrna, LLC; Castle Arch Star Valley, LLC; Castle Arch Opportunity Partners I, LLC; and Castle Arch Opportunity Partners II, LLC (Case Nos. 11-35082, 11-35237, 11-35243, 11-35242 and 11-35246, (Substantively Consolidated), Case Nos. 11-35241 and 11-35240 (Jointly Administered). On May 3, 2012, the Court entered an order appointing D. Ray Strong as the Chapter 11 bankruptcy Trustee for CAREIC, and in that capacity he managed each of the other Legacy Debtors. Peggy Hunt, Esq., and Chris Martinez, Esq., at Dorsey & Whitney LLP, in Salt Lake City, Utah, argue for the Chapter 11 Trustee. On Feb. 8, 2013, the Court entered an Order substantively consolidating the Legacy Debtors. Bankruptcy Judge Joel T. Marker confirmed the First Amended Plan of Liquidation dated Feb. 25, 2013. CEC ENTERTAINMENT: Bank Debt Trades at 5.60% Off ------------------------------------------------ Participations in a syndicated loan under which CEC Entertainment Inc is a borrower traded in the secondary market at 94.40 cents-on-the-dollar during the week ended Friday, January 12, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 0.80 percentage points from the previous week. CEC Entertainment Inc pays 325 basis points above LIBOR to borrow under the $760 million facility. The bank loan matures on Feb. 14, 2021 and Moody's B2 rating and Standard & Poor's B- rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended January 12. CIENA CORP: S&P Alters Outlook to Pos. on Improved Credit Metrics ----------------------------------------------------------------- S&P Global Ratings revised the outlook to positive from stable and affirmed its 'BB-' corporate credit rating on Hanover, Md.-based Ciena Corp. S&P's ratings on the company's debt instruments remain unchanged. The outlook revision reflects S&P Global Ratings-adjusted leverage that has fallen to the high-2x area, driven by revenue and margin improvements as well as debt repayment over the past 12 months. S&P said, "We expect Ciena to use its strong cash position to settle its upcoming $350 million convertible, which could result in leverage falling to the mid-1x area by the end of the year, leading to an upgrade. We also expect Ciena to generate around $200 million of free cash flow in 2018. While the company has recently announced a $300 million share buyback program, we don't expect its cash position to fall below $600 million and note that the company has historically operated with a strong balance sheet." S&P said, "The positive outlook reflects our view that Ciena's leverage could fall to the mid-1x area if the company uses cash to settle its upcoming 2018 convertible, which would result in an upgrade. The positive outlook also reflects our expectation for continued strong operating performance, with high-single digit revenue growth over the next year resulting from high demand for the company's 100G products as network providers build out their bandwidth, and stable EBITDA margins around 15%." Upside scenario S&P said, "We would upgrade our rating on Ciena to 'BB' over the next 12 months if leverage starts approaching the 2x area. This could happen if demand from network providers remains strong leading to about a 10% EBITDA increase from current levels, or if the company uses cash to settle its upcoming $350 million convertible. "We could revise the outlook to stable if a macroeconomic downturn caused network providers to pull back on investments or if acquisitions preclude the company from maintaining leverage under the 3x area." COCOA SERVICES: Files Chapter 11 Joint Plan of Liquidation ---------------------------------------------------------- Cocoa Services, L.L.C., and Morgan Drive Associates, L.L.C., submitted a disclosure statement to accompany their joint plan of liquidation dated Jan. 12, 2018. The Plan establishes a mechanism by which a Plan Administrator will marshal the assets of the Debtors through the collection of monies owed to the Debtors, which monies will be deposited with the Plan Administrator for the eventual Distribution to Holders of Allowed Claims in the order set forth in the Plan. The Plan (i) does not consolidate the Debtors' Estates and uses each Debtor's Assets to pay the Claims of each respective Debtor, (ii) divides Claims against and Equity Interests in each Debtor into categories or "Classes" for each of the Debtors' respective Estates, (iii) sets forth the treatment afforded to each class, and (iv) provides the means by which the proceeds of the Debtors' Assets will be distributed. Class 4 under Cocoa Services consists of the general unsecured claims. After the payment in full of all Unclassified Claims, the Cocoa Services Class 1 Claim and Cocoa Services Class 2 Claims, in exchange for full and final satisfaction, settlement and release of the Allowed General Unsecured Claims, one or more distributions of Remaining Cocoa Services Cash will be made by the Plan Administrator, on a Pro Rata basis, to the Holders of the Allowed General Unsecured Claims against Cocoa Services, on a pari passu basis with Holders of Cocoa Services Class 3 Lyons Unsecured Claim and Cocoa Services Class 5 Related Party Claims. Estimated recover for this class is 17%. Class 1 under Morgan Drive consists of the general unsecured creditors. After the payment in full of all Unclassified Claims, in exchange for full and final satisfaction, settlement and release of the Allowed General Unsecured Claims, one or more distributions of Remaining Morgan Drive Cash will be made by the Plan Administrator, on a Pro Rata basis, to the Holders of Allowed General Unsecured Claim against Morgan Drive, on a pari passu basis with Holders of Morgan Drive Class 2 Related Party Claims and Morgan Drive Class 3 Inter-Debtor Claims. Estimated recovery for this class is 87%. From time to time, the Plan Administrator will make Pro Rata distributions to Holders of Allowed Claims in Cocoa Services Classes 3 through 5 and Allowed Claims in Morgan Drive Classes 1 through 3 in accordance with Article III of the Plan. A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/nysb17-11936-161.pdf About Cocoa Services Cocoa Services, L.L.C., operates a cocoa liquor and cocoa butter melting and deodorizing facility in Logan Township, Gloucester County, New Jersey. Morgan Drive Associates LLC is a real estate holding company that owns the land and building where Cocoa Services operates. Cocoa Services and Morgan Drive are affiliates of and wholly-owned subsidiaries of Transmar Commodity Group, Ltd. TCG filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 16-13625) on Dec. 31, 2016, estimating assets and debt of $100 million and $500 million. The case is pending before the Honorable James L. Garrity, Jr. Cocoa Services, L.L.C., and Morgan Drive Associates, L.L.C., sought Chapter 11 protection (Bankr. S.D.N.Y. 17-11936 and 17-11938) on July 14, 2017. The cases are also pending before Judge Garrity. Cocoa Services disclosed total assets of $18.34 million and total liabilities of $18.55 million as of July 11, 2017. Riker Danzig Scherer Hyland & Perretti LLP is serving as counsel to the Debtors. Klestadt Winters Jureller Southard & Stevens, LLP, is local counsel. Prime Clerk LLC is the claims and noticing agent. No committee, trustee or examiner has been appointed in the bankruptcy cases. CONCORDIA HEALTHCARE: Bank Debt Trades at 15.83% Off ---------------------------------------------------- Participations in a syndicated loan under which, Concordia Healthcare Corp is a borrower traded in the secondary market at 84.17 cents-on-the-dollar during the week ended Friday, January 12, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 2.02 percentage points from the previous week. Concordia Healthcare Corp pays 500 basis points above LIBOR to borrow under the $500 million facility. The bank loan matures on October 20, 2021 and carries Moody's Caa2 rating and Standard & Poor's CCC- rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended January 12. CSC HOLDINGS: Fitch Assigns BB+ Rating to Term Loan B Due 2026 -------------------------------------------------------------- Fitch Ratings has assigned a 'BB+'/'RR1' rating to CSC Holdings LLC's (CSCH) new senior secured term loan B due 2026 and a 'BB'/'RR2' rating to CSCH's new senior guaranteed notes due 2028. Fitch has also downgraded CSCH's senior unsecured notes to 'B'/'RR5' from 'B+'/'RR4' due to the higher amount of senior debt in the capital structure pro forma for the proposed $2.5 billion issuance. The Issuer Default Ratings (IDRs) for Cablevision Systems Corporation (CVC) and its wholly owned subsidiary, CSCH, are 'B+' with a Stable Outlook. CVC upsized its debt issuance to $2.5 billion from $1.5 billion following Altice USA's planned spin-off from Altice NV, which was announced on Jan 8. The upsizing is neutral to the company's overall leverage profile as the incremental senior borrowings will be used to repay roughly $1 billion in upcoming 2018 maturities of unsecured notes. However, the replacement of unsecured debt with more senior debt reduces the recovery prospects for CSCH's unsecured noteholders resulting in the downgrade to 'B'/'RR5'. Cablevision issued a $1.5 billion new CSCH term loan B due 2026 and $1 billion of new CSCH senior guaranteed notes due 2028. Pro forma for the recent debt issuance and planned repayments, Cablevision will have $17.1 billion of debt outstanding as of Sept. 30, 2017. CVC is a subsidiary of Altice USA and maintains a separate capital structure. KEY RATING DRIVERS Altice USA Spin-Off Credit Negative: Altice NV, the parent company of CVC, plans to spin-off its 67.2% interest in Altice USA to Altice NV shareholders (expected to close by 2Q'18). Altice USA's Board of Directors have approved a $1.5 billion special cash dividend, which will be paid to Altice NV immediately prior to the spin-off, and authorized a $2 billion share repurchase program. Since the special dividend will be funded by incremental borrowings at CVC, the transaction will be credit negative for CVC as Fitch estimates pro forma gross leverage will increase to 6.4x up from 6.1x for the LTM period ending Sept. 30, 2017 (including collateralized debt). CVC issued $2.5 billion in debt to fund the $1.5 billion special dividend and roughly $1 billion in 2018 debt maturities. While Cablevision's pro forma leverage is high, it remains within Fitch 6.5x negative threshold for the ratings. However, there is limited room in the company's current 'B+' rating for any sustained period of operational missteps or any incremental debt-financed transactions. EBITDA Margin Expansion: Since the acquisition in June 2016, Altice USA has realized more than $900 million of cost savings (versus its long-term target of $1.1 billion). These synergies mainly contributed to CVC's EBITDA margins expanding to 42.9% as of Q3'17, up from 35.1% in the year ago period. The achieved operational efficiencies have driven a meaningful reduction in leverage. Fitch had previously expressed its expectation that Cablevision's leverage would decline by mid-6x range by year-end 2017. The company was pacing ahead of this with gross leverage of 6.1x for the LTM period ending Sept. 30, 2017 prior to the announcement of the Altice USA spin-off and debt-funded special dividend. Fitch also expects that CVC's leverage will trend down over time from a combination of EBITDA growth and modest debt reduction as Altice USA manages its leverage down to target levels. Reduced Altice USA Target Leverage: Fitch views positively Altice USA's intention to manage its balance sheet more conservatively with a revised net leverage target of 4.5x-5.0x, down from the previously projected range of 5.0-5.5x. Altice USA was also paying Altice NV a $30 million management fee, and this will cease to be paid following the spin-off, which is a modest positive. Reduced Overhang from Altice NV: Fitch believes that from an operational perspective the split-off will allow Altice USA to manage itself more efficiently without the overhang of operational difficulties from Altice NV's international operations. It will remove the overhang of potential cash leakage to Altice NV. It will also afford a greater degree of transparency into Altice USA's financial and operational performance. Altice USA's management remains focused on achieving operating efficiencies and executing on the roll-out of its Altice One box (enhanced set-top box that incorporates over-the-top or OTT applications, similar to Comcast's X1) and fiber-to-the-home (FTTH) buildout in the CVC (Optimum) and Cequel Communications (Suddenlink) footprints. Fitch believes that these efforts are prudent given the evolving and increasingly competitive landscape for multichannel video programming distributors (MVPDs) with the notable acceleration in industry subscriber losses over the course of 2017. CVC lost 61,000 video subscribers for the LTM period ending Sept. 30, 2017, which was relatively flat from year-end 2016. Cablevision's operational statistics also remain impacted by competition from Verizon that overlaps 50% of Cablevision's territories.. Refinancing Improves Liquidity: The company opportunistically upsized its debt offering to term out roughly $1 billion of upcoming 2018 debt maturities. Fitch views the refinancing positively as it will reduce CVC's reliance on its revolving credit facility ($1.7 billion available pro forma for $725 million repayment) and modestly improves its maturity profile. Longer-Term Event Risk Remains: Pro forma for the transaction, Altice USA's public float will increase to 42% from roughly 10%. Fitch believes that the increased equity float and the spin-off from Altice NV could make the company more able to take advantage of potential future M&A transactions. Fitch believes that the potential for additional M&A remains an event risk over the longer-term for CVC. DERIVATION SUMMARY CVC's ratings reflect the company's higher leverage, smaller scale and less geographic diversification relative to other cable peers, notably Charter (BB-/Stable) and DISH Network (BB-/Negative). The acquisition of CVC and Cequel Communications (Suddenlink) by Altice NV created the fourth-largest multichannel video programming distributor (MVPD) in the U.S. CVC is heavily concentrated in the highly competitive Northeast (New York, New Jersey, Connecticut and Pennsylvania). CVC has already high penetration of services in its territories, which leaves it at risk to promotional activity from traditional MVPDs (Verizon and Frontier), and disruptive service offerings from over-the-top (OTT) players, like Netflix, Amazon, and vMVPDs, like Hulu, YouTubeTV, DIRECTV Now and Sling. Fitch believes that this is somewhat offset by the company's high EBITDA margins, at the high-end of the peer group, and the successful execution of its cost reduction strategies. Since the acquisition in June 2016, Altice USA has achieved in excess of $900 million of outlined cost synergies ($920 million of annualized operating expense savings), which has paced ahead of Fitch's expectations. KEY ASSUMPTIONS Fitch's Key Assumptions Within Fitch Rating Case for the Issuer -- Revenue growth in the low single digits, reflecting the maturity and high penetration rate of the company's services; -- EBITDA margins in the low 40% range, aided by continued cost synergy realization. However, as most of the outlined cost synergies have already been achieved, Fitch believes margin upside may be limited from current levels. -- Deleveraging is achieved through EBITDA growth and some modest debt repayment. -- Free cash flow will be diverted to parent Altice USA to support share repurchase activity. -- The recovery analysis assumes that CVC would be considered a going concern in a bankruptcy and the company would be reorganized rather than liquidated. Fitch assumes a 10% administrative claim in the recovery analysis. -- Fitch's going concern EBITDA of $2.1 billion reflects increased competition from traditional MVPDs (Verizon and Frontier), OTT providers, including Netflix, Amazon and Hulu, and virtual MVPDs result in an uptick in video and phone subscriber losses. CVC must engage in promotional pricing activity to remain competitive. At the same time, programming costs continue to increase as the company fails to negotiate more favourable rate increases due to its smaller scale. As a result, ARPU and EBITDA per subscriber are pressured. -- Fitch estimates a distressed enterprise valuation of $12.6 billion using a 6.0x multiple. Fitch applies a going-concern enterprise value (EV) multiple of 6.0x, lower than public and private transaction multiples reflecting Cablevision's smaller scale and concentrated geographic footprint in the intensely competitive Northeast relative to larger and more geographically diversified cable peers. It also incorporates the 2009 emergence from bankruptcy of Charter Communications, a cable peer, at a reorganization multiple of 5.8x. Cablevision's market trading multiple averaged roughly 8.6x from 2006 until its acquisition in June 2016. Cablevision was acquired by Altice NV, BC Partners and CPPIB for $17.7 billion at an 8.8x purchase price multiple (6.1x including synergies). Other multiples for recent cable acquisitions include Charter's acquisition of Time Warner Cable and Bright House Networks in May 2016 for 9.8x and 12.8x, respectively (8.3x and 6.5x including synergies and tax benefits). -- Fitch assumes a fully drawn revolver in its recovery analysis since credit revolvers are tapped as companies are under distress. Fitch assumes a full draw of the CSCH $2.3 billion revolver. -- The recovery model implies a 'BB+'/'RR1' for the CSCH senior secured credit facilities, reflecting Fitch's belief that 91%-100% recovery is reasonable. -- The recovery model implies an issue rating of 'BB'/'RR2' for CSCH's senior unsecured guaranteed notes. -- The recovery model implies a 'B'/'RR5' for the CSCH senior unsecured notes, a decline from the 'B+'/'RR4', reflecting the new issuance and resultant increase in senior debt in the pro forma capital structure. -- The 'B-'/'RR6' on the CVC senior unsecured notes reflect the limited recovery prospects in distress. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Positive Rating Action -- An upgrade is unlikely over the near term due to the company's high pro forma leverage resulting from the debt issuance to support the $1.5 billion special dividend which will be paid to Altice NV in conjunction with the spin-off of Altice USA. -- Over the longer-term, sustained leverage below 5.5x and indications that CVC's operating profile will not materially decline in the face of competition from other MVPDs and against OTT providers in the evolving media landscape. Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Leverage exceeding 6.5x for a sustained period of time, in the absence of a credible deleveraging plan, as a result of increased competition and operational weakness or additional leveraging transactions. LIQUIDITY Fitch considers CVC's liquidity position and overall financial flexibility to be adequate given the current rating. Liquidity is supported by cash on hand totalling $152 million and a $2.3 billion revolving credit facility at subsidiary CSCH, of which $1 billion was available as of Sept. 31, 2017 (pro forma availability improved to $1.7 billion net of the $725 million repayment that the company made subsequent to Q3'17). Concurrent with CVC's efforts to issue debt to fund the special dividend, the company upsized and will use the proceeds to repay upcoming 2018 maturities. CVC issued $2.5 billion in debt to fund the $1.5 billion special dividend which will be payable to parent Altice NV immediately prior to the spin-off and roughly $1 billion to fund near-term maturities ($300 million of CSCH 7.875% unsecured notes due February 2018 and $750 million of CVC unsecured notes due April 2018). The debt issuance includes a new $1.5 billion CSCH term loan B due 2026 and $1 billion in new CSCH senior unsecured guaranteed notes due 2028. Fitch views the upsized debt issuance as a modest positive for liquidity as it will reduce the company's reliance on the revolving credit facility and addresses upcoming maturities. Pro forma for the refinancing of the 2018 maturities, Fitch estimates that CVC has debt maturities of $545 million in 2018, $571 million in 2019 and $545 million in 2020. The company's next sizeable debt maturity comes in 2021 when $2.9 billion comes due (including the $1.3 billion in collateralized debt). The only financial covenant under the credit agreement limits net senior secured leverage to no more than 5x and is only tested if there are outstanding borrowings under the revolver. Additionally, CSC Holdings and its restricted subsidiaries will be required to use 50% of excess cash flow to prepay outstanding term loan debt if net senior secured leverage is higher than 4.5x. FULL LIST OF RATING ACTIONS Fitch has assigned the following ratings: CSC Holdings LLC (CSCH): -- Senior secured term loan B due 2026 'BB+'/'RR1'; -- 5.375% senior guaranteed notes due 2028 'BB'/'RR2'. Fitch has downgraded the following ratings: CSC Holdings LLC (CSCH): -- Senior unsecured notes to 'B'/'RR5' from 'B+'/'RR4'. Fitch has affirmed the following ratings: Cablevision Systems Corp.: -- Long-Term IDR at 'B+'; -- Senior unsecured notes at 'B-'/'RR6'. CSC Holdings LLC (CSCH): -- Long-Term IDR at 'B+'; -- Senior secured credit facility at 'BB+'/'RR1'; -- Senior guaranteed notes at 'BB'/'RR2'. CTI BIOPHARMA: Will Hold a Meeting on Jan. 24 to Approve Merger --------------------------------------------------------------- Following its press release of Nov. 27, 2017, CTI Biopharma Corp., a Washington corporation, announced that, should the merger be approved by shareholders at the Jan. 24, 2018 special meeting of shareholders to be held at 10 a.m. Pacific Standard Time (i.e. 7 p.m. Central European Time), the Company would file the certificate of merger with the Delaware Secretary of State and the articles of merger with the Washington Secretary of State within the day of Jan. 24, 2018 Pacific Standard Time. As of the Effective Date and subject to the conditions indicated above, the merger of the Company with and into its wholly-owned Delaware subsidiary named CTI Biopharma Corp. will be valid and effective pursuant to section 252(c) of the Delaware General Corporation Law and starting from Jan. 25, 2018 Central European Time the common stock of the Company (CUSIP number 12648L601 and ISIN code US12648L6011) will be delisted from the MTA. CTI Biopharma Corp., a Delaware corporation, common stock (CUSIP number 12648L601) will be listed on Nasdaq as from the Effective Date. As anticipated, CTI Biopharma Corp., a Delaware corporation, will not request a secondary listing on the MTA. If the Company's shares are delisted from the MTA, Italian shareholders wishing to do so may purchase or sell their shares of common stock of CTI Biopharma Corp., a Delaware corporation, on Nasdaq through intermediaries that are qualified to operate on that market. Italian shareholders should consult their financial or tax advisors in order to assess the related implications. On Jan. 24, 2018, the Company will announce the results of the shareholders' meeting and, in the event of approval of the merger, the completion of the filing of the certificate of merger with the Delaware Secretary of State and the filing of the articles of merger with the Washington Secretary of State and the effectiveness of the merger and the delisting from the MTA. 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. DRONE USA: Obtains $107,500 Financing from Labrys Fund ------------------------------------------------------ Drone USA, Inc., has received a payment of $107,500 under the terms of a Securities Purchase Agreement dated Nov. 20, 2017, with Labrys Fund, LP under which Drone USA issued to Labrys (i) a convertible note in the principal amount of $107,500 that bears interest of 10% per annum and (ii) 421,238 shares of the Company's common stock as a commitment fee which will be returned to Drone USA in the event that it pays all unpaid principal and interest under the Note within 180 days of Dec. 26, 2017. The Note has a maturity date of nine months or Sept. 26, 2018, and a conversion rate for any unpaid principal and interest at a 35% discount to the market price which is defined as the average of the two lowest trading prices (defined as the lower of the trading price or closing bid price) for Drone USA's common stock during the 15 trading day period ending on the latest complete trading day prior to the date of conversion. The conversion rate is further reduced if Drone USA enters into any section 3(a)(9) or 3(a)(10) transactions under the Securities Act of 1933, as amended, if the terms of those transactions offer greater discounts on conversion prices or a longer look back period for determining the conversion rate and under certain other enumerated events, including if the conversion price is less than $.01 per share or if Drone USA loses the "bid" price for its common stock ($0.0001 on the "ask" with zero market makers on the "bid" per Level 2 and/or a market such as OTC Pink). In addition, if Drone USA issues any shares of its common stock at less than the conversion price Labrys is entitled to full ratchet anti-dilution in such event. No shares of Drone USA common stock can be issued to the extent Labrys would own more than 4.99% of the outstanding shares of Drone USA common stock unless Labrys agrees to increase the ownership to 9.99%. Drone USA is required at all times to have authorized and reserved six times the number of shares that is actually issuable upon full conversion of the Note (based on the conversion price of the Note in effect from time to time). Initially, Drone USA must instruct its transfer agent to reserve 8,535,980 shares of its common stock. The Note is subject to customary default provisions and also includes a cross-default provision as well as default being triggered if Drone USA loses the "bid" price for its common stock ($0.0001 on the "ask" with zero market makers on the "bid" per Level 2 and/or a market such as OTC Pink). Drone USA is entitled to prepay the Note between the issue date until 180 days from its issuance but not thereafter. About Drone USA Drone USA, Inc. is an unmanned aerial vehicles and related services and technology company that intends to engage in the research, design, development, testing, manufacturing, distribution, exportation, and integration of advanced low altitude UAV systems, services and products. Drone also provides product procurement, distribution, and logistics services through its wholly-owned subsidiary, HowCo Distributing Co., to the United States Department of Defense and Defense Logistics Agency. The Company has operations based in West Haven, Connecticut and Vancouver, Washington. The Company is registered with the U.S. State Department and has met the requirements of the Arms Export Control Act and International Traffic in Arms Regulations. The registration allows for the Company to apply for export, and temporary import, of product, technical data, and services related to defense articles. The Company continues to seek strategic acquisitions and partnerships with UAV firms that offer superior technologies in high-growth markets, as well as acquisitions and partnerships with firms that have complementary technologies and infrastructure. Drone USA reported a net loss of $7.82 million for the fiscal year ended Sept. 30, 2017, following a net loss of $5.95 million for the fiscal year ended Sept. 30, 2016. As of Sept. 30, 2017, Drone USA had $6 million in total assets, $12.41 million in total liabilities and a total stockholders' deficit of $6.41 million. Salberg & Company, P.A., in Boca Raton, Florida, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Sept. 30, 2017, citing that the Company has a net loss and net cash used in operating activities in fiscal 2017 of $7,826,933 and $478,769, respectively, and has a working capital deficit, stockholders' deficit and an accumulated deficit of $10,360,702, $6,410,086 and $13,856,425, respectively, at Sept. 30, 2017. Furthermore, the Company has been in default on a material convertible note payable since March 2017 and defaulted on the Note Payable -- Seller in September 2017. These matters raise substantial doubt about the Company's ability to continue as a going concern. ECOARK HOLDINGS: Nepsis Capital Has 24.1% Stake as of Dec. 31 ------------------------------------------------------------- In a Schedule 13D/A filed with the Securities and Exchange Commission, Nepsis Capital Management, Inc. reported that as of Dec. 31, 2017, it beneficially owns 11,164,492 shares of common stock of Ecoark Holdings, Inc., representing 24.179% of the 46,174,000 shares outstanding. The Securities reported were purchased by Nepsis Capital in its capacity as a RIA on behalf of its investment advisory clients for investment purposes in the ordinary course of business. A full-text copy of the regulatory filing is available for free at https://is.gd/UgkQ72 About Ecoark Holdings Founded in 2011, Ecoark Holdings Inc., to be renamed Zest Technologies, Inc. -- http://www.ecoarkusa.com/-- is an AgTech company modernizing the post-harvest fresh food supply chain for a wide range of organizations including growers, distributors and retailers. The company's Zest Fresh solution, a breakthrough approach to quality management of post-harvest fresh food, is specifically designed to help substantially reduce the $161 billion amount of food loss the U.S. experiences each year. Through item-level monitoring and real-time predictive analytics, Zest Fresh enables customers to improve the freshness and quality of produce, realize substantial cost savings and reduce food waste. The Company is headquartered in Rogers, Arkansas. KBL, LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has incurred substantial losses and needs to obtain additional financing to continue the development of their products. The lack of profitable operations raises substantial doubt about the Company's ability to continue as a going concern. Ecoark reported a net loss of $25.23 million in 2016 and a net loss of $10.47 million in 2015. As of Sept. 30, 2017, Ecoark Holdings had $17.43 million in total assets, $3.40 million in total liabilities and $14.02 million in total stockholders' equity. EIG MANAGEMENT: S&P Affirms 'BB+' ICR, Outlook Stable ----------------------------------------------------- S&P Global Ratings said it affirmed its 'BB+' issuer credit ratings on EIG Management Co LLC and removed the ratings from CreditWatch. The outlook is stable. At the same time, S&P assigned a 'BB+' issue rating on the firm's new first-lien revolving credit facility and term loan. The recovery on the first-lien debt is '3' reflecting S&P's expectation for meaningful recovery (50%) in the event of a default. S&P said, "The affirmation reflects our expectation for EIG's leverage to remain within our existing expectations (1.5x-2.0x) and interest coverage to improve materially versus historical levels (to around 7x-8x) over the next two years. Additionally, it reflects our view that the FSEP transaction will incrementally improve EIG's product diversification. "The stable outlook reflects our expectation that EIG will close on the FSEP acquisition, have a successful Energy Fund XVII fundraise, and maintain leverage between 1.5x and 2.0x over the next two years. It also reflects our expectation for the firm to maintain its relatively good investment performance across its platform. "We could lower the ratings if leverage increases to above 2x on a sustained basis. We could also lower the ratings if investment performance deteriorates such that it damages the company's track record, in our view, or if the firm has any material underperformance related to its fundraising efforts. "We could raise the ratings if leverage falls below 1.5x on a sustained basis while investment performance remains good across the firm's platform and fundraising remains strong." EVERETT'S AUTOMOTIVE: Plan Filing Deadline Moved to Jan. 18 ----------------------------------------------------------- Judge LaShonda Hunt of the U.S. Bankruptcy Court for the Northern District of Illinois extends Everett's Automotive, LLC's time to its plan of reorganization and disclosure statement to and including Jan. 18, 2018. As reported by the Troubled Company Reporter on Jan. 8, 2018, Everett requested a short extension of time to file the Plan and Disclosure Statement because the Debtor's principal, Andrea Brown, has not yet completed her review of the Plan drafted by counsel and has not yet prepared the necessary exhibits to be appended to the Disclosure Statement. About Everett's Automotive Everett's Automotive, LLC, dba Midas Auto Service Experts, filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 17-07795) on March 13, 2017. Andrea Brown, Member, signed the petition. The Debtor is represented by Joel A. Schechter at the Law Offices of Joel A. Schechter. At the time of filing, the Debtor listed less than $50,000 in estimated assets and $500,000 to $1 million in estimated liabilities. EXGEN TEXAS: 0.05% Projected Recovery for Unsecureds Under Plan --------------------------------------------------------------- ExGen Texas Power, LLC and affiliates filed with the U.S. Bankruptcy Court for the District of Delaware a disclosure statement for their joint plan of reorganization dated Jan. 12, 2018. The Plan contemplates certain transactions, including, without limitation, the following transactions: With respect to each Prepetition Revolving Facility Claim, each Holder of an Allowed Prepetition Revolving Facility Claim will receive cash equal to the allowed amount of such Claim; such other less favorable treatment as to which the Debtors (with the consent of the Required Lenders) or Reorganized Debtors, as applicable, and the Holder of such Claim will have agreed upon in writing; or such other treatment such that it will not be impaired. The Secured Sponsor Claims are deemed Allowed Claims in the aggregate principal amount of $10,401,653, plus any accrued and unpaid interest payable on such amounts as of the Petition Date. Upon effectiveness of the Sponsor Compromise, the aggregate amount of Secured Sponsor Claims will be waived and will be deemed forever waived and discharged pursuant to the Sponsor Compromise. In the event that the Effective Date occurs but the conditions precedent to the Sponsor Compromise are not satisfied, then the Secured Sponsor Claims will be deemed to be Class 6 Prepetition Credit Agreement Claims (Secured Portion), and will be entitled to the voting and treatment accorded to Class 6 Prepetition Credit Agreement Claims (Secured Portion). With respect to each General Unsecured Claim, each Holder of an Allowed General Unsecured Claim will receive its Pro Rata share of the General Unsecured Claims Cash Amount or such other less favorable treatment as to which the Debtors (with the consent of the Required Lenders) or Reorganized Debtors, as applicable, and the Holder of such Claim shall have agreed upon in writing. Projected recover for general unsecured claimants is 0.05%. Subject to the Restructuring Transactions, after the Effective Date, the Reorganized Debtors will continue to exist as separate legal entities in accordance with the applicable law in the respective jurisdiction in which they are incorporated, organized or formed and pursuant to their respective certificates of formation and limited liability company agreements, or other applicable organizational documents, in effect immediately prior to the Effective Date, except to the extent such certificates of formation and limited liability company agreements, or other applicable organizational documents, are amended, restated or otherwise modified under the Plan, or as otherwise contemplated in the Description of Structure. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/deb17-12377-201.pdf About ExGen Texas Power ExGen Texas Power, LLC, et al., operate as subsidiaries of Exelon Generation Company, LLC, which is a unit of Chicago, Illinois-based energy giant Exelon Corp. (NYSE:EXC). EGTP owns 100% of the equity in five direct subsidiaries, each of which owns a separate gas-fired generation project: Debtor-Subsidiary Project and Location ----------------- -------------------- Wolf Hollow I Power, LLC 639 MW Plant in Granbury, TX Colorado Bend I Power, LLC 454 MW Plant in Wharton, TX Handley Power, LLC 1,265 MW Plant in Fort Worth, TX Mountain Creek Power, LLC 808 MW Plant in Dallas, TX LaPorte Power, LLC 147 MW Plant in LaPorte, TX EGTP and its five subsidiaries sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 17-12377) on Nov. 7, 2017, with a plan that would turnover ownership of four plants to lenders in exchange for debt, and a deal to sell the Handley Power plant to parent Exelon Generation Company, LLC. Direct parent Exelon Generation Company and ultimate parent Exelon Corp. are not debtors in the Chapter 11 cases. EGTP estimated $100 million to $500 million in assets and $500 million to $1 billion in debt. The Hon. Brendan Linehan Shannon is the case judge. The Debtors tapped Richards, Layton & Finger, P.A. as counsel; Scotia Capital (USA) Inc., as investment banker; FTI Consulting, Inc., as restructuring advisors; and Kurtzman Carson Consultants LLC as claims agent. KCC maintains the case web site http://www.kccllc.net/egtp Counsel to Exelon Generation Company is DLA Piper LLP (US). Counsel to the Secured Agent is Norton Rose Fulbright US LLP. Counsel to the Ad Hoc Committee is Wachtell, Lipton, Rosen & KaTz. EXTRACTION OIL: Fitch Rates Senior Unsecured Notes Due 2026 'BB' ---------------------------------------------------------------- Fitch Ratings has assigned a 'BB/RR2' rating to Extraction Oil & Gas, Inc.'s (Extraction, NASDAQ: XOG) issuance of senior unsecured notes due 2026. Proceeds from the notes, along with cash on hand, if necessary, will be used to fund the tender offer to purchase any and all of the $550 million of outstanding 2021 notes and redeem any 2021 notes that remain outstanding after consummation of the tender offer. The notes are expected to rank pari passu with Extraction's existing unsecured debt. Fitch believes the note offering is neutral to the rating but will provide interest cost savings and extend the company's maturity profile. KEY RATING DRIVERS Continued Growth Profile: Extraction has a concentrated position in the DJ Basin, consisting of 320,000 total net acres, 165,000 of which is considered core acreage. The company's nearly 20 years of well inventory and competitive full-cycle costs, which Fitch estimates to be approximately $42/WTI when including the differential, are supportive of an increasing production profile and should also provide cash flow resiliency to a weak oil price scenario. The newly acquired Hawkeye acreage has also shown to have strong results from offset operators and is expected to be an important area of growth going forward. Extraction seems to be on track to exceed Fitch's 2017 production growth expectations of near 50mboe/d in 2017 compared to management's estimate of 51.5-52mboe/d. Fitch is currently forecasting continued production growth of over 70%, or total production of around 89 mboe/d, in 2018. Fitch recognizes that recent wells have been producing above the company's type curve and have had a strong oil weighting, which may provide some production and margin upside. FCF Shifting Towards Neutral: Fitch forecasts that Extraction will have negative free cash flow in 2018, which Fitch expects to be funded in the form of non-core asset divestitures and debt proceeds. Fitch's base case forecasts moderately negative FCF in 2019 at $52.5/WTI and moderately positive FCF in 2020 at Fitch's long-term oil price of $55/WTI. Extraction has targeted cash flow neutrality starting in the second half of 2018 at $55/WTI while maintaining a returns-focused growth plan. Improving Credit Metrics: Fitch's base case forecasts debt/EBITDA will decrease from 3.8x in 2016 to 3.3x and 2.1x in 2017 and 2018, respectively, primarily due to increased production volumes, lower unit operating costs and moderate revenue uplift from Fitch's base case oil and gas price assumptions. These positive factors are partially offset by increases in gross debt used to fund development spending. Additionally, reserve-based and debt/flowing barrel metrics are strong for the rating category and compare favorably to peers. The improving metrics are supportive to the rating. Fitch forecasts a debt/flowing barrel of approximately $16,194 for 2018. Hedging Provides Stability: Extraction hedges up to 85% of expected production and begins to hedge production before money is spent on completion activities. As of Dec. 15, 2017, Extraction has a mixture of swaps and collars protecting downside price risk on approximately over 33mbbl of oil a day and approximately 118mmbtu of gas a day in 2018. Fitch expects Extraction will continue to maintain a rolling hedging program and views management's hedging strategy as supportive to the credit profile. DERIVATION SUMMARY Extraction is a pure play DJ Basin E&P company with a sizeable land position in Colorado. Production is expected to have averaged approximately 50 mboe/d in 2017. Production size is generally consistent with similarly rated peer Unit Corp. (B+/Stable) but smaller than Ultra Petroleum Corp. (BB-/Stable) and QEP Resources, Inc. (BB/Stable), which are larger at over 100 mboe/d. Fitch expects credit metrics for Extraction to be within tolerances for the rating category at 3.3x in 2017 and 2.1x in 2018 and also comparable to Unit Corporation, which is expected to have had leverage of about 2.8x in 2017. XOG's debt/flowing barrel at Sept. 30, 2017 of $18,055 was comparable to Unit Corporation at $18,783 and under unrated peers Parsley Energy, Inc. and SM Energy Company at $12,122 and $25,690, respectively. 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; -- Base case natural gas that trends up from $3.00/mcf in 2017 to a long-term price of $3.25/mcf; -- Production near 50 mboe/d in 2017, growing 72% in 2018; -- Similar capital expenditures levels from 2017 to 2018; -- 2018 FCF deficits are funded with a mixture of asset sale proceeds and debt. Recovery Ratings Unchanged: Fitch uses a going-concern approach to model XOG's recovery prospects, driven by the company's competitive unit economics and high likelihood of reserve development. An EBITDA value of $600 million is used, which is moderately below Fitch's 2018E base-case EBITDA forecast. Base case pricing (oil of $50.0/bbl, natural gas of $3.00/mcf, both adjusted for quality and geographic differentials) is used to estimate 2018 EBITDA, as Fitch's going-concern recovery estimates enterprise value following emergence from bankruptcy, rather than stressed enterprise value in a pricing scenario that may lead to a default or restructuring. Fitch utilized a 4.0x EBITDA multiple, which is below recent reorganization multiples for the sector (6.3x). Reorganization multiples can vary widely based upon the commodity price environment upon emergence, as well as company specific factors that led to restructuring, including weak full-cycle cost positions or untenable capital structures. The 4.0x assumption for XOG reflects a combination of factors, including the company's good reserve and production growth prospects, as well as the significant top line risk inherent to oil & gas production companies, which can lead to high variance in observed market EV/EBITDA multiples. After assuming a 10% administrative claim, waterfall recoveries are consistent with the last review. Recovery ratings are unchanged after adding the new long-term debt, resulting in expectations of a full recovery for the senior secured credit facility (RR1). Consistent with guidance in Fitch's recovery criteria, as well as the inherent volatility in valuations for E&P companies, Recovery Ratings for the unsecured notes remain at 'RR2'. RATING SENSITIVITIES Developments that May, Individually or Collectively, Lead to Positive Rating Action -- Sustained operational momentum, with production volumes at or in excess of 100mboe/d. -- Maintenance of debt/EBITDA below 3.5x and debt/flowing barrel below $30,000. -- Maintenance of an adequate hedging program to facilitate drilling & completion activity. Developments that May, Individually or Collectively, Lead to Negative Rating Action -- Expectations of mid-cycle debt/EBITDA above 4.0x. -- Loss in operational momentum leading to production below 40 mboe/d. -- Deterioration of the liquidity profile or an inability to access capital to fund growth. -- Regulatory actions that materially impact DJ Basin operations. LIQUIDITY Enhanced Liquidity Profile: Liquidity as of Sept. 30, 2017 was approximately $463 million including $114 million in cash and $349 million available under the undrawn $375 credit facility after considering letters of credit. Subsequently, Extraction amended the revolving credit agreement which provided a borrowing base increase to $750 million from $375 million and increased lender commitments to $650 million. The increase in borrowing capacity and Fitch's expectation of moderately negative FCF in 2019 to moderately positive FCF in 2020 should provide adequate liquidity throughout the forecast. FULL LIST OF RATING ACTIONS Fitch has assigned the following rating: Extraction Oil & Gas, Inc. -- Senior unsecured notes 'BB/RR2'. Fitch currently rates Extraction as follows: -- Long-Term Issuer Default Rating 'B+'; -- Senior secured revolver 'BB+'/'RR1'; -- Senior unsecured notes 'BB'/'RR2'; The Rating Outlook is Stable. FIRST REPUBLIC: Fitch Affirms 'BB' Preferred Stock Rating --------------------------------------------------------- Fitch Ratings has affirmed First Republic Bank's (FRC) ratings at 'A-/F1'. The Rating Outlook remains Stable. The affirmation reflects FRC's focused strategy, strong franchise and conservative credit culture that have led to superior asset quality and consistent financial performance over time. KEY RATING DRIVERS IDR, VR AND SENIOR DEBT The affirmation reflects FRC's consistent and conservative credit culture that has delivered very strong credit loss results over time as well as FRC's unique business model. Fitch views FRC's relationship management strategy and business model as a primary reason for its history of strong asset quality performance. This strategy is keenly focused on delivering distinguished client service and conservative credit extension to high net worth households and business located in select urban coastal markets. FRC's client satisfaction has resulted in deep customer relationships and good client retention levels that drives consistent profitability and further supports its ratings. Over the last three decades of operation, the company's cumulative net charge-off (NCO) rate is 17bps of all loan originations and just 6bps for single-family residential, its primary lending product. These figures are inclusive of divested loans that were left at Bank of America when FRC was spun back out of it in 2010 as well as all single-family loans sold into the secondary market. Nonperforming assets as a percentage of gross loans plus other real estate owned was 0.08% at fourth quarter of 2017 (4Q17), down from 0.12% a year prior. This credit performance is unparalleled in the industry and supportive of affirmation and the Stable Outlook. Offsetting these strengths is FRC's above-peer levels of loan growth in a competitive lending environment. The bank grew loans organically by 18% annually on average over the last four years. Fitch views FRC's growth cautiously since it presents unique challenges in terms of effectively maintaining profitability as well as the infrastructure and scale to support the growing franchise. Nevertheless, the vast majority of FRC's growth stems from real-estate lending, especially residential real estate, which Fitch believes has proven to be a core competency for the bank. Earnings remain reasonable relative to FRC's rating and risk profile. The bank's reported a return on average assets of 95bps for 2017 which is 7bps lower than 2016. The decline was largely driven by a pressured net interest margin and negative operating leverage despite strong asset and revenue growth. Meaningful investments in technology related to improving the customer experience as well as talent acquisitions drove its efficiency ratio up to 62.8% in 2017 from 60.5% in 2016. Fitch expects earnings to remain pressured and relatively flat in 2018 as deposit competition intensifies and the bank competes on price to build market share. Fitch notes that at 16.9% for fiscal year (FY) 2017, FRC's effective tax rate is already lower than that of most banks in the industry as well as the new corporate tax rate of 21%. Accordingly, the ratings incorporate Fitch expectation that the recently enacted tax reform legislation is not expected to bring any earnings upside for FRC and could even be a modestly negative earnings driver over the ratings horizon. Fitch views the spread-reliant nature of FRC's earnings as a rating constraint over time. Over the long term, FRC's growing wealth management business could help to diversify earnings. Total wealth management assets were $107 billion at 4Q17, up from $20.2 billion at year-end (YE) 2011. Meanwhile, FRC continues to acquire wealth management advisor teams. These initiatives, while costly in the near term evidenced by a higher efficiency ratio, fit within FRC's long-term strategy of providing a full suite of products to its high net worth clients as well as diversifying its revenue base. Fitch views FRC's conservative capital management practices as commensurate with the ratings. The bank completed two common stock offerings as well as a subordinated debt offering in 2017 and maintained modest dividends on common and preferred stock with a total pay-out rate in the 20%-25% range. These actions have supported the high levels of asset growth which continues to exceed capital formation. The bank's estimated fully phased-in CET 1 capital ratio stood at 10.57% as of 4Q17, down from 10.64% a year prior but in line with the rating and Stable Outlook. Funding and liquidity remain supportive of FRC's rating as well. As of FYE17, FRC's high quality liquid assets represented 12.4% of average total assets, a reasonable amount relative to the overall ratings. Furthermore, deposit growth in excess of loan growth has resulted in the bank's improved loan-to-deposit ratio to well below historic levels and measured 91% as of FYE2017. Fitch notes that FRC's deposit pricing has increased notably over the last year with its cost of deposits up to 28bps at 4Q17 from 15bps at 4Q16. However, in the context of overall Fed rate increases, FRC's realized deposit beta remains below that of the industry at just 11%, pointing to its strong deposit franchise. SUBORDINATED DEBT AND OTHER HYBRID SECURITIES FRC's preferred stock is notched five levels below its Viability Rating (VR) of 'a-', two times for loss severity and three times for non-performance. The subordinated debt rating is notched one level below its VR of 'a-' for loss severity. These ratings are in accordance with Fitch's criteria and assessment of the instruments' non-performance and loss severity risk profiles and have thus been affirmed due to the affirmation of the VR. LONG- AND SHORT-TERM DEPOSIT RATINGS The uninsured deposit ratings of FRC are rated one notch higher than its IDR because U.S. uninsured deposits benefit from depositor preference. Fitch believes such preference gives deposit liabilities superior recovery prospects in the event of default. SUPPORT RATING AND SUPPORT RATING FLOOR FRC has a Support Rating of '5' and Support Rating Floor of 'NF'. In Fitch's view, Fitch believes FRC is not systemically important and, therefore, the probability of support from the U.S. Government is unlikely. IDRs and VRs do not incorporate any support. RATING SENSITIVITIES IDR, VR AND SENIOR DEBT Fitch sees limited upside rating potential given FRC's high loan growth and its asset and revenue concentrations. Upward rating movement would likely be predicated on lower loan growth and further product and revenue diversification while maintaining financial performance comparable to higher rated peers. Fitch does not expect these events to occur in the near- to medium term. Negative pressure could be placed on FRC's rating or Outlook should Fitch observe the company loosening its credit standards, such as a weakening of FICO scores or LTVs or if adverse trends emerge in its loan portfolio such as an increase in early delinquency rate. The ratings and Outlook would also be sensitive to a more aggressive capital management posture such as the CET 1 ratio declining below 9%. FRC's ratings could also be adversely affected if Fitch believes the company is experiencing strategic drift away from its core competencies. This could be evident in acquisitions or in excessive loan growth in asset classes that are not in line with management's stated strategy. Fitch notes that FRC continues to grow its Eagle Gold All-in-One student loan refinancing offering. While not currently expected, to the extent that early warning signs of credit deterioration stem from this portfolio, negative ratings pressure could ensue. Moreover, should Fitch observe FRC's earnings performance begin to lag similarly rated peers due to either asset quality deterioration or because of the need to invest in risk management systems over and above Fitch's expectations, pressure could be placed on either FRC's rating or Outlook. Finally, although somewhat mitigated by insurance, Fitch would likely view a major or other natural disaster earthquake in one of FRC's primary operating markets that led to outsized credit losses as a credit negative that could put pressure on the bank's ratings. SUBORDINATED DEBT AND OTHER HYBRID SECURITIES The ratings for FRC's subordinated debt and preferred stock are sensitive to any change to FRC's VR. LONG- AND SHORT-TERM DEPOSIT RATINGS The long- and short-term deposit ratings are sensitive to any change to FRC's long- and short-term IDR. SUPPORT RATING AND SUPPORT RATING FLOOR Since FRC's Support and Support Rating Floors are '5' and 'NF', respectively, there is limited likelihood that these ratings will change over the foreseeable future. Fitch has affirmed the following ratings: First Republic Bank -- Long-Term IDR at 'A-'; Outlook Stable -- Short-Term IDR at 'F1'; -- Viability Rating at 'a-'; -- Long-term deposit at 'A'; -- Short-Term deposits at 'F1'; -- Senior Unsecured at 'A-'; -- Subordinated debt at 'BBB+'; -- Preferred stock at 'BB'; -- Support Floor 'NF'; -- Support '5'. FRONTIER COMMUNICATIONS: Bank Debt Trades at 4.44% Off ------------------------------------------------------ Participations in a syndicated loan under which Frontier Communications Corp is a borrower traded in the secondary market at 95.56 cents-on-the-dollar during the week ended Friday, January 12, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.74 percentage points from the previous week. Frontier Communications Corp pays 375 basis points above LIBOR to borrow under the $1.500 billion facility. The bank loan matures on June 15, 2024 and Moody's B2 rating and Standard & Poor's BB- rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended January 12. GENERAL NUTRITION: Bank Debt Trades at 17.48% Off ------------------------------------------------- Participations in a syndicated loan under which General Nutrition Centers is a borrower traded in the secondary market at 82.52 cents-on-the-dollar during the week ended Friday, January 12, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 1.22 percentage points from the previous week. General Nutrition Centers pays 250 basis points above LIBOR to borrow under the $1.375 billion facility. The bank loan matures on Mar. 4, 2019 and Moody's B3 rating and Standard & Poor's CC rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended January 12. GETTY IMAGES: Bank Debt Trades at 8.51% Off ------------------------------------------- Participations in a syndicated loan under which Getty Images Inc is a borrower traded in the secondary market at 91.49 cents-on-the-dollar during the week ended Friday, January 12, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 1.09 percentage points from the previous week. Getty Images Inc pays 350 basis points above LIBOR to borrow under the $1.900 billion facility. The bank loan matures on Oct. 3, 2019 and Moody's B3 rating and Standard & Poor's CCC rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended January 12. GRAFTECH INTERNATIONAL: Submits Draft Statement for Proposed IPO ---------------------------------------------------------------- GrafTech International Ltd. said it has confidentially submitted a draft registration statement on Form S-1 with the Securities and Exchange Commission relating to the proposed initial public offering of the Company's common stock by its sole stockholder, an affiliate of Brookfield Business Partners LP, a publicly listed business services and industrials company of Brookfield Asset Management Inc. The number of shares to be offered and the price range for the proposed offering have not yet been determined. The initial public offering is expected to commence after the SEC completes its review process, subject to market and other conditions. About Graftech International Headquartered in Independence, Ohio, Graftech International Ltd. -- http://www.graftech.com-- is a manufacturer of a broad range of graphite electrodes, products essential to the production of electric arc furnace steel and various other ferrous and nonferrous metals. Graftech reported a net loss of $235.8 million for the year ended Dec 31, 2016. Graftech had a net loss of $33.5 million for the period Aug. 15, 2015, through Dec. 31, 2015, and its predecessor had a net loss of $120.6 million for Jan. 1 to Aug. 14, 2015. As of Sept. 30, 2017, Graftech had $1.12 billion in total assets, $569.12 million in total liabilities and $550.88 million in total stockholders' equity. * * * "We believe that we have adequate liquidity to meet our needs," said the Company in its quarterly report for the period ended Sept. 30, 2017. As of Sept. 30, 2017, the Company had cash and cash equivalents of $16.4 million, long-term debt of $320.4 million, short-term debt of $13.3 million and stockholder's equity of $551 million. As reported by the TCR on Dec. 15, 2017, S&P Global Ratings raised its corporate credit rating on Independence, Ohio-based GrafTech International Ltd. to 'B' from 'CCC+'. The outlook is positive. The upgrade reflects the exponential improvement in spot graphite electrode pricing to a high of nearly $30,000 per metric tonne (mt) from a low of roughly $2,500/mt in less than a year due largely to supply-side reforms in China. In December 2017, Moody's Investors Service upgraded all ratings for GrafTech International Ltd., including the Corporate Family Rating ("CFR") to 'B2' from Caa1 and the senior unsecured rating to 'B3' from 'Caa2', to conclude the review initiated on Oct. 19, 2017. Moody's also upgraded the Speculative Grade Liquidity Rating ("SGL") to SGL-2 from SGL-3. The rating outlook is positive. "GrafTech's financial performance and credit metrics will strengthen considerably on significantly higher averaged realized prices for graphite electrodes in 2018," said Ben Nelson, Moody's Vice President -- Senior Credit Officer and lead analyst for GrafTech International Ltd. * * * This concludes the Troubled Company Reporter's coverage of Graftech International until facts and circumstances, if any, emerge that demonstrate financial or operational strain or difficulty at a level sufficient to warrant renewed coverage. GREGORY APANOWICZ: Johnsons Buying Barrackville Property for $185K ------------------------------------------------------------------ Gregory John Apanowicz asks the U.S. Bankruptcy Court for the Northern District of West Virginia to authorize the sale of the residence located at 414 Manley Street, Barrackville, West Virginia to Zachary K. and Rebecca R. Johnson for $185,000. First Exchange Bank holds a lien o the Property. The Debtor has entered into the Real Estate Purchase Agreement with the Buyers for the sale of Property for $185,000, with $1,000 as earnest money made payable to Floyd Real Estate. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Gregory_Apanowicz_176_Sales.pdf The Property has been for sale for almost two years and since last summer with Floyd Real Estate and this has been the highest and best offer received during that time. An Order for Employment was entered to compensate his realtor, the sum of $4,000 or 6% for this sale. The Debtor will also be responsible for pro-rated taxes, deed preparation and transfer stamps of approximately $792, so approximately $169,280 would be available to pay the lien-holder, 1st Exchange Bank on this lien. The Debtor prays that the Court approves the proposed sale, and compel the creditor, First Exchange Bank, to release the DOT/lien for the net proceeds after deducting for the costs of the sale. The Purchasers: Zachary K. and Rebecca R. Johnson 709 Saxman St. Barrackville, WV 26559 The Creditor: FIRST EXCHANGE BANK 11 W. Main Street Mannington, WV 26582 Gregory John Apanowicz sought Chapter 11 protection (Bankr. N.D. W.Va. Case No. 17-00595) on June 2, 2017. The Debtor tapped D. Conrad Gall, Esq., as counsel. HARBORVIEW TOWERS: Court Narrows Claims in Clark et al.'s Lawsuit ----------------------------------------------------------------- Judge Michelle M. Harner of the U.S. Bankruptcy Court for the District of Maryland grants in part and denies in part the Council of Unit Owners of the 100 Harborview Drive Condominium's third motion and the Creditors' motion for summary judgment. The claims at issue in this adversary proceeding have spawned years of litigation between the parties. Although the claims are multifaceted, those addressed by the Court focus on alleged damage to, and a failure to repair and maintain, a condominium unit owned by Creditors Dr. Paul C. Clark. Dr. Clark and his family, Ms. Rebecca Delorme and Paul Clark, Jr., moved into the unit in November 2009 and moved out of the unit in March 2010. The Creditors allege that the damage to the unit remains and that the unit has not been inhabitable since March 2010. The Debtor disputes that the unit is uninhabitable and that it has failed to repair and maintain the unit as required by applicable law and the Debtor’s governing documents. The parties have each filed motions for partial summary judgment on claims relating to the alleged damage to the unit. The Debtor filed its third motion for summary judgment and the Creditors filed a motion for partial summary judgment, memorandum of law in support, and a line attaching affidavits. The Court finds that the record shows no genuine issue of material fact with respect to the following: (i) the Creditors' breach of fiduciary duty and breach of contract claims, and any related damages, based on facts, allegations, or conduct arising on or prior to Feb. 23, 2012, are barred under the doctrine of res judicata by a 2012 decision of the Baltimore City Circuit Court; (ii) the Debtor breached its duty to maintain and repair the unit, but only as to facts and conduct occurring after Feb. 23, 2012; and (iii) the Creditors do not have sustainable claims for attorney's fees or punitive damages. The Court thus will grant summary judgment on this specific and limited relief requested in the respective motions. The Court is not granting summary judgment or any relief on the remaining aspects of the motions, including whether Ms. Delorme or Paul Clark, Jr. is a third party beneficiary of the contract, or whether the Debtor has any valid defenses to the breach of contract claim or, if no comprehensive defense, the amount of the Creditors' damages. Those issues will proceed to trial as previously scheduled in this contested matter. A full-text copy of Judge Harner's Memorandum Opinion dated Jan. 18, 2018 is available at: http://bankrupt.com/misc/mdb16-13049-650.pdf Council of Unit Owners of the 100 Harborview Drive Condominium, Debtor, represented by Lisa Yonka Stevens, Yumkas, Vidmar, Sweeney & Mulrenin, LLC, Paul Sweeney, Yumkas, Vidmar, Sweeney & Mulrenin, LLC & Craig B. Zaller, Nagle & Zaller, P.C. US Trustee, U.S. Trustee, represented by Hugh M. Bernstein, Office of U.S. Trustee. About the Debtor Council of Unit Owners of the 100 Harborview Drive Condominium, a condominium association, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 16-13049) on March 9, 2016. The petition was signed by Dr. Reuben Mezrich, president. The Debtor is represented by Paul Sweeny, Esq., at Yumkas, Vidmar, Sweeney & Mulrenin, LLC. Judge James F. Schneider is assigned to the case. The Debtor estimated assets and liabilities at $10 million to $50 million. HARBORVIEW TOWERS: Not Guilty of Violating FHA, Court Rules ----------------------------------------------------------- Judge Michelle M. Harner of the U.S. Bankruptcy Court for the District of Maryland grants the Council of Unit Owners of the 100 Harborview Drive Condominium's second motion for partial summary judgment relating to the proofs of claim filed in this chapter 11 case by creditors Dr. Paul C. Clark, Ms. Rebecca Delorme, and Paul Clark, Jr. The Debtor sought summary judgment denying all aspects of the Creditors' claims based on alleged violations of the Fair Housing Act. The Creditors generally allege that the Debtor discriminated against them because of their familial status and, as a result, violated sections 3604(a), 3604(b), and 3617 of the FHA. They also assert a claim of racial discrimination under the FHA. The Debtor contends that it is entitled to judgment as a matter of law because the record shows that it did not discriminate or retaliate against the Creditors based on their familial status or on account of race in violation of the FHA. The Creditors believe that many, if not most, of the Debtor's acts with respect to the Creditors since 2009 were based on the Creditors' familial status. They also argue that the Debtor's handling of their situation was based on the race of the neighbor submitting the noise complaints. The Court considered the record as a whole to determine whether the entirety of the Debtor's conduct evidenced a discriminatory intent towards the Creditors based on their familial status. It does not. What the record shows is tension among two neighbors and frustration by both regarding the Debtor's Board of Directors' handling of the situation. Unfortunately, a child was caught in the crossfire. But the Creditors have not presented evidence to show that the child's presence in this dispute was a motivating reason for the Debtor's and the Board's decisions and conduct. Rather, the evidence supports the Debtor's legitimate reasons; the Board was trying to resolve a dispute among neighbors and, again unfortunately, the identification of the child as the alleged or assumed source of the noise was a fact they had to discuss in evaluating the dispute. That fact did not, however, emerge in the evidence as a motivating factor or the real reason for the Debtor's decisions and conduct. The Creditors did not establish a genuine issue of material fact on their claims under section 3604(a) or 3604(b) of the FHA. The Creditors also did not produce evidence to refute the Debtor's claim or suggest that race was a motivating factor in, or the real reason for, the Debtor's decisions or conduct. As with the familial status claims, the Debtor may have discussed race (or the fact that a child was involved), but the record does not show that the Debtor was motivated to act because of race or familial status. The evidence does not raise a genuine issue of material fact on this aspect of the FHA Claim. A full-text copy of the Judge Harner's Memorandum Opinion dated Jan. 18, 2018 is available at: http://bankrupt.com/misc/mdb16-13049-648.pdf Council of Unit Owners of the 100 Harborview Drive Condominium, Debtor, represented by Lisa Yonka Stevens, Yumkas, Vidmar, Sweeney & Mulrenin, LLC, Paul Sweeney, Yumkas, Vidmar, Sweeney & Mulrenin, LLC & Craig B. Zaller, Nagle & Zaller, P.C. US Trustee, U.S. Trustee, represented by Hugh M. Bernstein, Office of U.S. Trustee. About the Debtor Council of Unit Owners of the 100 Harborview Drive Condominium, a condominium association, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 16-13049) on March 9, 2016. The petition was signed by Dr. Reuben Mezrich, president. The Debtor is represented by Paul Sweeny, Esq., at Yumkas, Vidmar, Sweeney & Mulrenin, LLC. Judge James F. Schneider is assigned to the case. The Debtor estimated assets and liabilities at $10 million to $50 million. HUNT COMPANIES: S&P Assigns 'BB-' ICR, Outlook Stable ----------------------------------------------------- S&P Global Ratings said it assigned its 'BB-' issuer credit rating to Hunt Companies Inc. The outlook is stable. S&P said, "We also assigned our 'BB-' issue rating on Hunt's new $550 million senior secured notes. The recovery rating on the notes is '4', reflecting our expectation for average recovery (35%) in a default scenario. We also assigned a rating of 'BB-' to Hunt's existing senior secured notes. The recovery rating on the existing notes is '4', reflecting our expectation for average recovery (35%) in a default scenario." S&P said, "Our ratings on Hunt reflects the company's leverage, potential volatility associated with asset sales and capital redeployment, and operational risk arising from the company's organizational structure. Countering these weaknesses is the company's growing market position in select segments and earnings contribution from multiple business lines. "Our outlook on Hunt is stable, which reflects our expectation that Hunt will generate relatively stable EBITDA from ongoing operations, but periodic sales of properties or business units could cause reported earnings to be uneven until capital is redeployed. Hunt has made several acquisitions and divestitures over the past few years as it sought to redeploy capital and maximize shareholder returns. Although such transactions create an added layer of volatility to reported earnings, we expect they will not substantially weaken leverage because cash available to repay debt will counterbalance lost earnings from businesses that are sold. "We could lower rating or revise our outlook to negative over the next six to 12 months if earnings deteriorate and we believe leverage, measured as net recourse debt to EBITDA, were to exceed 4.0x over a sustained period. We could also lower the rating if the company's organizational structure limits financial flexibility, if recurring revenue sources as a proportion of total revenue declines, or if the company's net asset value significantly declined. "We believe an upgrade is unlikely over the next one to two years. Over time, we could upgrade Hunt if the company increased its EBITDA coverage of interest above 3.0x while maintaining its net recourse debt to EBITDA below 4.0x on a persistent basis." IHEARTCOMMUNICATIONS INC: Extends Notes Private Offers to Feb. 16 ----------------------------------------------------------------- iHeartCommunications, Inc., is extending the private offers to holders of certain series of iHeartCommunications' outstanding debt securities to exchange the Existing Notes for new securities of iHeartMedia, Inc., CC Outdoor Holdings, Inc. and iHeartCommunications, and the related solicitation of consents from holders of Existing Notes to certain amendments to the indentures and security documents governing the Existing Notes. The Exchange Offers and Consent Solicitations were previously scheduled to expire on Jan. 19, 2018, at 5:00 p.m., New York City time, and will now expire on Feb. 16, 2018, at 5:00 p.m., New York City time. The deadline to withdraw tendered Existing Notes in the Exchange Offers and revoke consents in the Consent Solicitations has also been extended to 5:00 p.m., New York City time, on Feb. 16, 2018. iHeartCommunications is extending the Exchange Offers and Consent Solicitations to continue discussions with holders of Existing Notes regarding the terms of the Exchange Offers and to continue discussions with lenders under its Term Loan D and Term Loan E facilities in connection with the concurrent private offers made to those lenders, which iHeartCommunications announced today will now expire at 5:00 p.m., New York City time, on Feb. 16, 2018. As of 5:00 p.m., New York City time, on Jan. 17, 2018, an aggregate amount of approximately $36.7 million of Existing Notes, representing approximately 0.4% of outstanding Existing Notes, had been tendered into the Exchange Offers. The terms of the Exchange Offers and Consent Solicitations have not been amended and remain the same as set forth in the Amended and Restated Offering Circular and Consent Solicitation Statement, dated April 14, 2017, as supplemented by Supplement No. 1. The Exchange Offers and Consent Solicitations, which are only available to holders of Existing Notes, are being made pursuant to the Offering Circular, and are exempt from registration under the Securities Act of 1933. The New Securities, including the new debt of iHeartCommunications and related guarantees, will be offered only in reliance on exemptions from registration under the Securities Act. The New Securities have not been registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act and applicable state securities or blue sky laws and foreign securities laws. Documents relating to the Exchange Offers and Consent Solicitations will only be distributed to holders of the Existing Notes that complete and return a letter of eligibility. Holders of Existing Notes that desire a copy of the letter of eligibility must contact Global Bondholder Services Corporation, the exchange agent and information agent for the Exchange Offers and Consent Solicitations, by calling toll-free (866) 470-3700 or at (212) 430-3774 (banks and brokerage firms) or visit the following website to complete and deliver the letter of eligibility in electronic form: http://gbsc-usa.com/eligibility/ihc-bondoffers. About iHeartMedia, Inc. and iHeartCommunications, Inc. iHeartMedia, Inc. (PINK:IHRT), the parent company of iHeartCommunications, Inc., is a global media and entertainment company. Based in San Antonio, Texas, iHeartCommunications specializes in radio, digital, outdoor, mobile, social, live events, on-demand entertainment and information services for local communities, and uses its unparalleled national reach to target both nationally and locally on behalf of its advertising partners. The Company's outdoor business reaches over 34 countries across five continents. iHeartCommunications reported a net loss attributable to the Company of $296.31 million in 2016, a net loss attributable to the Company of $754.6 million in 2015, and a net loss attributable to the Company of $793.8 million in 2014. As of Sept. 30, 2017, iHeartCommunications had $12.25 billion in total assets, $23.93 billion in total liabilities and a total stockholders' deficit of $11.67 billion. * * * In March 2017, Fitch Ratings downgraded iHeartCommunications, Inc.'s Long-Term Issuer Default Rating (IDR) to 'C' from 'CC'. The downgrade reflects iHeart's announcement on March 15, 2017, that the company has commenced a global restructuring effort targeting approximately $14.6 billion in debt including all of the outstanding Term Loans and PGNs as well as the senior notes due 2021. Also in March 2017, S&P Global Ratings lowered its corporate credit rating on Texas-based media company iHeartMedia Inc. and its subsidiary iHeartCommunications Inc. to 'CC' from 'CCC'. The rating outlook is negative. The downgrade follows iHeartCommunications' announcement that it has offered to exchange five series of priority-guarantee notes, its senior notes due 2021, and its term loan D and E for longer-dated debt; and, in certain scenarios, stock and warrants, or contingent value rights. "Under all but one scenario, there would be a reduction in the principal amount of debt outstanding and an extension of the debt maturity by two years for exchanged debt," said S&P Global Ratings' credit analyst Jeanne Shoesmith. "The company's debt is trading at significant discounts to par of 20%-60%, and we believe its capital structure is unsustainable." In December 2016, Moody's Investors Service affirmed iHeartCommunications, Inc.'s 'Caa2' Corporate Family Rating. IHEARTCOMMUNICATIONS INC: Extends Private Term Loan Offers ---------------------------------------------------------- iHeartCommunications, Inc., is extending the deadline for participation in the private offers to lenders under its Term Loan D and Term Loan E facilities to amend the Existing Term Loans. The Term Loan Offers have been extended to 5:00 p.m., New York City time, on Feb. 16, 2018. iHeartCommunications is extending the Term Loan Offers to continue discussions with lenders regarding the terms of the Term Loan Offers. The terms of the Term Loan Offers have not been amended and remain the same as set forth in the Confidential Information Memorandum, dated March 15, 2017, as supplemented by Supplements No. 1 through No. 5. The Term Loan Offers, which are only available to holders of Existing Term Loans, are being made pursuant to the Confidential Information Memorandum, and are exempt from registration under the Securities Act of 1933. The new securities of iHeartMedia, Inc., CC Outdoor Holdings, Inc., Broader Media, LLC and/or iHeartCommunications being offered in the Term Loan Offers are offered only in reliance on exemptions from registration under the Securities Act. The New Securities have not been registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act and applicable state securities or blue sky laws and foreign securities laws. Documents relating to the Term Loan Offers will only be distributed to holders of Existing Term Loans that complete and return a letter of eligibility. Holders of Existing Term Loans that desire a copy of the letter of eligibility must contact Global Bondholder Services Corporation, the tabulation agent and information agent for the Offers, by calling toll-free (866) 470-3700 or at (212) 430-3774 (banks and brokerage firms) or visit the following website to complete and deliver the letter of eligibility in electronic form: http://gbsc-usa.com/eligibility/ihc-termloanoffers. About iHeartMedia, Inc. and iHeartCommunications, Inc. iHeartMedia, Inc. (PINK:IHRT), the parent company of iHeartCommunications, Inc., is a global media and entertainment company. Based in San Antonio, Texas, iHeartCommunications specializes in radio, digital, outdoor, mobile, social, live events, on-demand entertainment and information services for local communities, and uses its unparalleled national reach to target both nationally and locally on behalf of its advertising partners. The Company's outdoor business reaches over 34 countries across five continents. iHeartCommunications reported a net loss attributable to the Company of $296.31 million in 2016, a net loss attributable to the Company of $754.6 million in 2015, and a net loss attributable to the Company of $793.8 million in 2014. As of Sept. 30, 2017, iHeartCommunications had $12.25 billion in total assets, $23.93 billion in total liabilities and a total stockholders' deficit of $11.67 billion. * * * In March 2017, Fitch Ratings downgraded iHeartCommunications, Inc.'s Long-Term Issuer Default Rating (IDR) to 'C' from 'CC'. The downgrade reflects iHeart's announcement on March 15, 2017, that the company has commenced a global restructuring effort targeting approximately $14.6 billion in debt including all of the outstanding Term Loans and PGNs as well as the senior notes due 2021. Also in March 2017, S&P Global Ratings lowered its corporate credit rating on Texas-based media company iHeartMedia Inc. and its subsidiary iHeartCommunications Inc. to 'CC' from 'CCC'. The rating outlook is negative. The downgrade follows iHeartCommunications' announcement that it has offered to exchange five series of priority-guarantee notes, its senior notes due 2021, and its term loan D and E for longer-dated debt; and, in certain scenarios, stock and warrants, or contingent value rights. "Under all but one scenario, there would be a reduction in the principal amount of debt outstanding and an extension of the debt maturity by two years for exchanged debt," said S&P Global Ratings' credit analyst Jeanne Shoesmith. "The company's debt is trading at significant discounts to par of 20%-60%, and we believe its capital structure is unsustainable." In December 2016, Moody's Investors Service affirmed iHeartCommunications, Inc.'s 'Caa2' Corporate Family Rating. INFINITE CARE: Public Auction of All Property Set for Jan. 29 ------------------------------------------------------------- Secured party Harvest Capital Credit Corporation will offer for sale at public auction all property of Infinite Care LLC on Jan. 29, 2018, at 10:00 a.m. (Eastern Time) at the offices of Nelson Mullins Riley & Scarborough LLP, 280 Park Avenue, 15th Floor West, New York, in accordance with Section 9-610 of the Uniform Commercial Code in effect in the State of New York. By virtue of the power and authority contained in that certain pledge agreement dated Feb. 29, 2016, made by Infinite Care Holdings LLC ("guarantor"), in favor of the secured party, securing all obligations in respect of loans in an aggregate original principal amount of $7 million together with interest, fees and all other amounts due under that the loan, guaranty and security agreement entered into as of Feb. 29, 2016, by Infinite Care, and other loan documents. Interested parties who would like additional information regarding the interests, the requirements to be a "qualified bidder", or the terms of the sale should contact: William R. Gaines, Jr. Nelson Mullins Riley & Scarborough LLP Atlantic Station 201 17th Street NW, Suite 1700 Atlanta, GA 30363 Tel: 404.322.6518 Fax: 404.322.6050 E-mail: will.gaines@nelsonmullins.com Based in Colorado, Infinite Care LLC provides urgent care, primary care, occupational medicine, and specialty healthcare service clinics to patients. IVANTI SOFTWARE: Bank Debt Trades at 5.19% Off ---------------------------------------------- Participations in a syndicated loan under which Ivanti Software Inc (FKA LANDesk Group Inc) is a borrower traded in the secondary market at 94.81 cents-on-the-dollar during the week ended Friday, January 12, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 1.03 percentage points from the previous week. Ivanti Software Inc (FKA LANDesk Group Inc) pays 425 basis points above LIBOR to borrow under the $825 million facility. The bank loan matures on Jan. 20, 2024 and Moody's B2 rating and Standard & Poor's B- rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended January 12. J & J CHEMICAL: Court Approves Trustee's Modified Disclosures ------------------------------------------------------------- Judge Jim D. Pappas of the U.S. Bankruptcy Court for the District of Idaho issued an order approving the Trustee's modified disclosure statement, dated Jan. 12, 2018, for J & J Chemical Inc. Feb. 14, 2018, is fixed as the last day for submitting written acceptances or rejections of the Plan of Reorganization and the last day for filing and serving written objections to confirmation of the Plan of Reorganization. Feb. 21, 2018, at 1:30 p.m. is fixed for the hearing on confirmation of the Plan of Reorganization at the U.S. Bankruptcy Court located on the 2nd Floor of the United States Courthouse, 801 E. Sherman Street, Pocatello ID 83201. About J & J Chemical J & J Chemical, Inc., of Blackfoot, Idaho, is a commercial laundry repair and maintenance company. The Debtor filed for Chapter 11 protection (Bankr. D. Idaho Case No. 17-40037) on Jan. 19, 2017, estimating assets and liabilities of less than $500,000. The Debtor was represented by Brent T. Robinson of Robinson & Tribe. The case is assigned to Jedge Jim D. Pappas. Wayne Klein was appointed as Chapter 11 trustee for the Debtor. The trustee hired Cosho Humphrey, LLP as his bankruptcy counsel. J.G. WENTWORTH: Davis Polk Advised Admin. Agent in Case ------------------------------------------------------- Davis Polk advised the administrative agent for the $449.5 million prepetition senior secured credit facility of The J.G. Wentworth Company in connection with the successful chapter 11 restructuring of The J.G. Wentworth Company. On January 17, 2018, The J.G. Wentworth Company's plan of reorganization, which Davis Polk played a leading role in structuring and negotiating, was confirmed by the Bankruptcy Court for the District of Delaware. The J.G. Wentworth Company is expected to emerge from bankruptcy shortly; the reorganized company will have its loans under the prepetition credit facility fully extinguished from its balance sheet, obtain a new secured revolving credit facility of up to $70 million and significantly reduce its annual debt service and net leverage. Prior to The J.G. Wentworth Company's December 12, 2017, bankruptcy filing, Davis Polk, in connection with its role advising the administrative agent in the restructuring, worked with a steering committee of lenders in negotiating a restructuring support agreement with The J.G. Wentworth Company. Members of the steering committee represent holders of over 87% of the credit facility principal outstanding and upon emergence, the steering committee will own a substantial majority of the equity of the reorganized company. The J.G. Wentworth Company is engaged in providing direct-to-consumer access to financing solutions through mortgage lending and refinancing, structured settlement, annuity and lottery payment purchasing, prepaid cards and access to providers of personal loans in the United States. The company is headquartered in Radnor, Pennsylvania. The Davis Polk restructuring team included partner Damian S. Schaible and associates Natasha Tsiouris, Stephen D. Piraino and Erik Jerrard. The corporate team included partner Leonard Kreynin and associate Bryan M. Quinn. The credit team included partner Meyer C. Dworkin and associate Scott G. Johnsson. Partner Kathleen L. Ferrell provided tax advice. Counsel Ann Becchina provided executive compensation advice. All members of the Davis Polk team were based in the New York office. About J.G. Wentworth Headquartered in Radnor, Pennsylvania, Orchard Acquisition Company, LLC, and The J.G. Wentworth Company, LLC, provide direct-to-consumer access to financing solutions through a variety of avenues, including: mortgage lending,structured settlements, annuity and lottery payment purchasing, prepaid cards, and conduits to personal loan providers. As of Sept. 30, 2017, the Company had 725 full-time employees. Orchard Acquisition and certain of its affiliates filed for bankruptcy protection (Bankr. D. D., Case No. 17-12914) on Dec. 12, 2017. Stewart Stockdale, chief executive officer, signed the petitions. The Debtors estimated assets and debt of $100 million to $500 million. Young Conaway Stargatt & Taylor, LLP and Simpson Thacher & Bartlett LLP serve as counsel to the Debtors. KPMG LLP serves as restructuring advisor, Ernt & Young LLP as audirot, Evercore Group as investment banker, Ankura Consulting Group LLC as transaction advisor, and Prime Clerk LLC as administrative advisor, and noticing and claims agent. J.G. WENTWORTH: Term Claimants to Get 95.5% of Shares Under Plan ---------------------------------------------------------------- Orchard Acquisition Company, LLC, and its affiliated debtors filed with the U.S. Bankruptcy Court an amended joint pre-packaged plan of reorganization dated Jan. 12, 2018. Class 1 under the Amended Plan consists of all Term Loan Claims. Notwithstanding anything contained in the Plan to the contrary, (a) the Term Loan Claims will be Allowed in an aggregate principal amount of approximately $449.5 million, plus any accrued and unpaid interest at the non-default rate as of the Petition Date plus all other unpaid and outstanding Obligations, as applicable and (b) such Term Loan Claims shall not be subject to disallowance, set-off, recoupment, subordination, recharacterization or reduction of any kind. Each Holder of an Allowed Term Loan Claim will receive its Pro Rata share of (a) the Term Lender Cash Consideration and (b) 95.5% of the New Common Equity in the form of New Class A Common Stock, which New Common Equity is subject to dilution on and after the Effective Date by the MIP; provided, that the percentage of the New Common Equity allocable to all Holders of an Allowed Term Loan Claim will increase to the extent that Holders of an Allowed Existing Partnership Interest elect to receive the Partnership Cash Consideration (or, in the case of PubCo and the Blocker Entity, as Holders of Allowed Existing Partnership Interests, to the extent elected by Holders of Allowed TRA Claims on account of their Claims against PubCo). On the Effective Date, the reorganized capital structure of the Reorganized Debtors will consist of (i) the New RCF, (ii) the New Partnership Interests, (iii) New Class A Common Stock, including the MIP Equity reserved for issuance by the New Board, and (iv) New Class B Common Stock. A full-text copy of the Amended Plan is available at: http://bankrupt.com/misc/deb17-12914-135-1.pdf About Orchard Acquisition and J.G. Wentworth Based in Radnor, Pennsylvania, Orchard Acquisition Company, LLC, et al. -- http://www.jgw.com/-- provide direct-to-consumer access to financing solutions through a variety of avenues, including: mortgage lending, structured settlements, annuity and lottery payment purchasing, prepaid cards, and conduits to personal loan providers. The Company's direct-to-consumer businesses use digital channels, television, direct mail, and other channels to offer access to financing solutions. The Company warehouses, securitizes, sells, or otherwise finances the assets that it purchases in transactions that are structured to ultimately generate cash proceeds to it that exceed the purchase price it paid for those assets. As of Sept. 30, 2017, the Company had 725 full-time employees. Orchard Acquisition Company, LLC, and four of its affiliates, including The J.G. Wentworth Company, LLC, filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 17-12914) on Dec. 12, 2017. Stewart A. Stockdale, chief executive officer, signed the petitions. At the time of filing, the Debtors estimated assets of $100 million to $500 million and estimated liabilities of $100 million to $500 million. The cases are assigned to Judge Kevin Gross. Elisha D. Graff, Esq., Kathrine A. McLendon, Esq., Edward R. Linden, Esq., and Randi Lynn Veenstra, Esq., at Simpson Thacher & Bartlett LLP, in New York; and Edmon L. Morton, Esq., Tara C. Pakrouh, Esq., Elizabeth S. Justison, Esq., and Sean M. Beach, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware serve as the Debtors' counsel. The Debtors' investment banker is Evercore Group L.L.C. The Debtors' transaction aAdvisor is Ankura Consulting Group, LLC, in New York. The Debtors' noticing and claims agent and administrative advisor is Prime Clerk LLC. The Debtors' tax consultant and restructuring advisor is KPMG LLP. The Debtors' auditor is Ernst & Young LLP. JAMES SANDBERG: Selling 50% Interest in Torrington Home for $139K ----------------------------------------------------------------- James R. Sandberg and Peggy D. Sandberg ask the U.S. Bankruptcy Court for the District of Nebraska to authorize the sale of their undivided one-half interest in a home located at 2310 East E Street, Torrington, Wyoming, legally described as Lot 5, Block 3, Coy's Addition to the Town of Torrington, Goshen County, Wyoming, to Jennifer Metevier for $139,000. The property was owned by Lois Hageman, the mother of James Sandberg and his brother, Douglas Sandberg. This was Mrs. Hageman's residence for many years until she recently needed additional and moved to a nursing home. Thereafter, James Sandberg was told by his brother, Douglas, that the mother had conveyed the home to James and Douglas, as joint tenants, by a Warranty Deed executed on Aug. 29, 2013, and recorded in the records of Goshen County, Wyoming, on Sept. 3, 2003. James Sandberg understands that his brother Douglas listed the home for sale, after their mother moved to a nursing home, with Newman Realty of Torrington, Wyoming, and a Purchase Agreement has been accepted in an arm's-length offer for $139,000, which is a fair market value for the home. The realty company has provided a good faith, sellers' settlement sheet, estimating the brokerage fees, title insurance and closing fees, and the property tax proration, in the amount of $9,651, leaving $129,349 to be divided between James Sandberg and Douglas, approximately $64,674 to each of them. The Buyer has provided in the Purchase Agreement for a closing no later than Jan. 31, 2013. The Debtors have filed an Amended Schedule A to add the undivided one-half interest in the real estate as James Sandberg did not know about the deed from his mother until recently. James Sandberg is satisfied with the proposed sale and asks the Court to approve the Motion. He proposes to use the funds to pay priority administrative expense claims to the Debtors' accountant, estimated $6,850, when approved, and on attorneys' fees approximately $18,500, for attorney fees previously approved but unpaid and including additional out of pocket costs advanced to date of $1,185 for Wayne E. Griffin. Mr. Sandberg intends to use $20,000 to pay toward his first annual payment to unsecured creditors, with the remainder, approximately $19,325 to be used for other Plan obligations and to pay additional income tax on sale if required. James R. Sandberg and Peggy D. Sandberg sought Chapter 11 protection (Bankr. D. Neb. Case No. 16-41287) on Aug. 21, 2016. The Debtors tapped Wayne E. Griffin, Esq., at Wayne E. Griffin Law Office, as counsel. JBC STAPLES: Case Summary & 4 Unsecured Creditors ------------------------------------------------- Debtor: JBC Staples, LLC 18375 Ventura Blvd., Ste 640 Tarzana, CA 91356 Business Description: JBC Staples, LLC listed itself as a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Its principal assets are located at 1525 Mall Road, Monroe, Michigan, 48162. Chapter 11 Petition Date: January 18, 2018 Case No.: 18-10162 Court: United States Bankruptcy Court Central District of California (San Fernando Valley) Judge: Hon. Victoria S. Kaufman Debtor's Counsel: Illyssa I Fogel, Esq. ILLYSSA I. FOGEL & ASSOCIATES 815 N. La Brea Ave., Ste 78 Inglewood, CA 90302 Tel: 888-570-7220 E-mail: ifogel@iiflaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Jack M. Cohen, managing member. A copy of the Debtor's list of four unsecured creditors is available for free at http://bankrupt.com/misc/cacb18-10162.pdf JC PENNEY: Bank Debt Trades at 5.96% Off ---------------------------------------- Participations in a syndicated loan under which JC Penney Corp is a borrower traded in the secondary market at 94.04 cents-on-the-dollar during the week ended Friday, January 12, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 0.82 percentage points from the previous week. JC Penney Corp pays 425 basis points above LIBOR to borrow under the $1.688 billion facility. The bank loan matures on June 23, 2023 and Moody's Ba2 rating and Standard & Poor's BB- rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended January 12. KARIN FRANK: Proposes $95K Sale of Sacramento Property to Sharp --------------------------------------------------------------- Karin M. Frank asks the U.S. Bankruptcy Court for the Eastern District of California to authorize the sale of the real property located in Sacramento County, California, commonly described as 1421 Arcade Boulevard, Sacramento, California to Nick Sharp for $95,000. A hearing on the Motion is set for Feb. 20, 2018 at 10:00 a.m. The Arcade Property is a single family residential real property, which the Debtor has heretofore owned and rented out as an income-producing property. The Arcade Property has been and is maintained by the Debtor as a rental income property, reorganized pursuant to her confirmed plan, confirmed on April 18, 2011. The Debtor has made all plan payments in any way associated with the Arcade Property, at present now having completed all required general unsecured payments and having kept current with her plan payment to JPMorgan Chase Bank, N.A. secured by the Arcade Property (all payments May 2011 through January 2018). Regarding the general unsecured claims once due, the Debtor received her Section 1141 Order of Discharge on Aug. 25, 2016. There are only two known liens on the property; the first priority lien is the lien of Chase, and the second priority lien is the lien of Bob Filderman. The sale will result in a cash payment to the Debtor of approximately $95,000, from which the Debtor will tender a cash payment to Chase of $58,223 in full satisfaction of its claim secured by its lien (Deed of Trust) on the Arcade Property. Per Frank's confirmed plan, the claim of Chase secured by the Arcade Property was stripped down to $66,830, and the claim of Filderman was stripped off entirely and hence rendered entirely unsecured. Because at the present date the Debtor has completed all unsecured payments and received her discharge, the balance owing of any unsecured claim to either Chase or Filderman (or any general unsecured creditor for that matter) is $0. Thus, Bob Filderman's prior claim is now fully satisfied; no amount is owed. The Debtor now resides in Colorado; because of her difficulties in managing the Arcade Property from Colorado, it is in the best interests of all concerned, including the general societal interest, that she sells the Arcade Property, satisfy the remaining secured claim of secured creditor Chase, and that Nick Sharp owns the Arcade Property such that he may refurbish it and manage it locally. Having determined that it was in her best interests to sell the Arcade Property, the Debtor accepted the $95,000 offer tendered by the Buyer to purchase the Arcade Property. Frank and Sharp have entered a Purchase/Sale Agreement for purchase/sale of the Arcade Property in "as is" condition, free of all liens and interests, opened escrow, and placed the Purchase/Sale Agreement within escrow. The Escrow Officer is Michelle Schaffert of North American Title Co. While this escrow remains open, it is in "hold" status due to the presence of a deed of trust in favor of Filderman that remains on title to the Arcade Property, and the dispute between Filderman and the Debtor as to the propriety of the deed of trust remaining on title (e.g. Filderman's refusal to voluntarily reconvey). Further, in connection with the Purchase/Sale Agreement, Sharp is for all practical purposes assuming all post-transaction risks, obligations, and costs (including, but not necessarily limited to, physical refurbishment of the Arcade Property). In addition, Debtor retains responsibility only for the granting of title and the completion/execution of any other papers required for the transfer of title. Although the sale is a very, very simple transaction, not in any manner complicated, completion of the sale will free up resources available to Debtor to meet ongoing obligations to creditors secured by her remaining reorganized real properties as well as other obligations, as well as simplify the Debtors' workload and stress from managing a lower number of real properties. The Buyer plans, upon completion of purchase and ownership of the Arcade Property, to work with the existing tenants already residing at the Arcade Property to refurbish and improve the condition of the Arcade Property. The Debtor proposes that upon closure of escrow (i) $58,223 be disbursed to Chase; (ii) $0 be disbursed to Filderman; (iii) the residual funds be disbursed to Frank (less costs Frank has contractually agreed to, if any); and (iv) title transfer to Sharp free and clear of all liens and any other interests. The Purchaser: Nick Sharp 4005 Manzanita Ave, #6-509 Carmichael, CA 95608 Counsel for the Debtor: Judson H. Henry, Esq. P.O. Box 33 Newcastle, CA 95658 Telephone: (916) 670-9564 Facsimile: (916) 200-2440 E-mail: jhhenry2000@yahoo.com Karin M. Frank sought Chapter 11 protection (Bankr. E.D. Cal. Case No. 10-36150) in 2010. The Court confirmed the Debtor's Chapter 11 Plan of reorganization on April 18, 2011. KB HOME: S&P Raises Corp. Credit Rating to 'BB-', Outlook Stable ---------------------------------------------------------------- S&P Global Ratings raised its corporate credit rating on KB Home and its issue-level ratings on the company's senior unsecured notes to 'BB-' from 'B+'. The outlook is stable. The recovery rating on the unsecured debt is unchanged at '3', reflecting S&P's expectation for meaningful (50%-70%; rounded estimate: 65%) recovery to debtholders in the event of default. S&P said, "We raised our corporate credit rating on KBH to 'BB-' both in recognition of the company reducing debt leverage through paying down debt and strong EBITDA growth and our expectation of a more conservative leverage profile going forward. Strong EBITDA growth, especially in the back half of the year, spurred the company's debt-to-EBITDA ratio to drop to the high-3x area for 2017 from 6.1x for fiscal 2016. Closing growth of 11%, which outperformed the general market, and 9% average closing price appreciation catapulted KBH's revenue growth to 21% in 2017. Adjusted gross homebuilding margins gained 63 basis points compared with the previous year due to improving operational leverage gained from continued strong growth. Sales, general, and administrative expenses also improved to 9.8% of total revenues from 10.8% in 2016. In addition, the company retired the remainder of its 9.1% senior notes in September, further reducing debt toward its target of 40%-50% net debt to capital. Due to our expectation of continued EBITDA growth and our assumption that the company may refinance less than the entire amount of its June 2018 senior note maturity, we forecast the company to operate with debt to EBTIDA between 3x and 4x into 2019. "The stable outlook on KB Home reflects our expectation of continued EBITDA growth and debt leverage to remain between 3x and 4x over the next year. This is supported by our general outlook for U.S. housing demand to remain fundamentally strong and housing starts of 1.3 million in 2018, and our expectation that KBH will continue to expand its market share and maintain adjusted homebuilding gross margins (excluding capitalized interest from cost of sales) of between 21% and 22% in 2018. "We may raise our corporate credit rating on KBH to 'BB' within the next 12 months if home closing volume and gross margins exceed our forecast such that rolling 12-month debt to EBITDA improves to 3x and the company demonstrates its ability to operate at consistently lower debt levels. An upgrade would also require the profitability (in terms of EBITDA margin and return on capital) to be maintained at levels consistent with similarly rated homebuilder peers, both within the 12%-16% range. "Although we view it as less likely over the next 12 months, we could lower the rating if conditions in KBH's markets deteriorate limiting revenue growth and causing gross margins to deteriorate, or if the company experienced slightly weaker performance paired with more aggressive land spending versus our forecast, and debt leverage returned to 5x." KHAN GROUP: To Pay Unsecured Creditors $1.2K Monthly Over 5 Years ----------------------------------------------------------------- Khan Group, LLC, filed with the U.S. Bankruptcy Court for the Northern District of Texas a disclosure statement to accompany its plan of reorganization dated Jan. 12, 2018. Class 10 under the plan consists of Allowed General Unsecured Claims and is estimated to be approximately $1,156,699. Each holder of an Allowed General Unsecured Claim will be paid its pro-rata share of $1,200 a month over 60 months, beginning on the 20th of the month following the Effective Date and continuing on the 20th day of each month thereafter until paid in full pursuant to the Plan. The Plan contemplates the continued management and operation of the Debtor's business by Sharif Khan, the owner and manager of the Debtor. The Debtor will keep current its payments for post-petition payables as it has throughout this case. The funds necessary for the satisfaction of the creditors' claims will be generated from Debtor's continued business operations. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/txnb17-32886-11-74.pdf About Khan Group Khan Group LLC is a privately held company in Dallas, Texas, that provides business consulting services. Khan Group filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 17-32886) on July 31, 2017. Sharif Khan, managing member, signed the petition. The Debtor estimated $1 million to $10 million in assets and liabilities. The Hon. Harlin DeWayne Hale presides over the case. Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC, represents the Debtor. LARRY HEMBREE: Family Life Buying Washington Property for $95K -------------------------------------------------------------- Larry D. Hembree asks the U.S. Bankruptcy Court for the Southern District of Indiana to authorize him to cause Hembree Properties, Inc., to sell the real property located at 714 W. Walnut Street, Washington, Daviess County, Indiana, to Family Life Services, Inc. for $95,000. On May 7, 1999, Hembree Properties acquired a fee simple interest in the Property, which it has retained to this day. The Debtor believes the Property to be worth $95,000. The Property has been vacant for approximately four months. Before that, it had been occupied by the State of Indiana's Department of Workforce Development pursuant to a 10-year lease, which the State declined to renew despite the Debtor's best efforts to entice it to do so. Despite his best efforts, the Debtor has been unable to obtain a replacement tenant, and has no prospects for a replacement tenant at this time. The costs of maintaining the Property, including insurance, certain utilities, and property taxes, are being borne by Hembree Properties without any corresponding income. On Jan. 7, 2005, Hembree Properties granted a mortgage on the Property to Springs Valley Bank & Trust Co. ("SVBT") to secure that certain loan in the original principal amount of $1.34 million with loan number ending in X6888. In addition to the Property, the Loan was and is now secured by mortgages on six other properties owned variously by Hembree Properties, the Debtor, and the Debtor and his wife by the entireties; to-wit: a. a multi-use property owned by Hembree Properties with 16 residential apartments and two units suitable for retail or office space located at 602 W. 7th Street in Jasper, Indiana, with an estimated value of $650,000; b. a vacant lot owned by Properties suitable for commercial development at the corner of Eversman and Rumbach Streets in Jasper, with an estimated value of $100,000; c. an office building owned by the Debtor located at 514 N. JFK Avenue in Loogootee, Indiana, with an estimated value of $90,000; d. a commercial property owned by the Debtor and his wife by the entireties located at 104 SW Second Street in Loogootee, with an estimated value of $225,000; e. a small house owned by the Debtor and his wife by the entireties located at 106 1/2 SW Second Street in Loogootee, with an estimated value of $35,000; and f. a factory building located at 101 NW First Street in Loogootee, with an estimated value of $125,000. As of the Petition Date, the balance on the Loan was approximately $599,287. As of Dec. 26, 2017, regular monthly payments by Hembree Properties had reduced the balance of the loan to $515,907. Since then, on Jan. 4, 2018, an additional monthly payment of $7,121 was paid from funds held in trust by the undersigned for Properties, pursuant to the Interim Order Granting in Part and Deferring Consideration in Part on the Debtor's Second Emergency Motion to Authorize Certain Payments from Funds of Hembree Properties, Inc., Held in Trust; after this payment is applied, the outstanding balance will be less than $510,000. The Loan is and at all times since the Petition Date has been fully secured by the aforementioned mortgages. In addition to the mortgage securing the Loan, the Property is subject to property taxes accrued in 2017 and 2018 in the approximate amount of $1,500, which will become payable in the future; such taxes would be charged to Properties and reduced from the amount payable at closing. On Dec. 19, 2017, the Debtor was approached by realtor Tim J. Wagner, Sr., of Vic Hopkins Agency, LLC, a longtime acquaintance of the Debtor's, with an unsolicited offer by the Buyer to buy the Property for a gross price of $95,000 to be paid in cash with no financing. By the terms of the offer, Hembree Properties must accept with no contingencies no later than Jan. 18, 2018. Concurrently with the Motion, the Debtor is filing applications to employ Hopkins Agency and pay it 6% of the gross sales price as compensation for arranging the sale. Additional transactional costs, projected to total less than $1,000 would be assessed against Hembree Properties under the terms of the offer. After payment of the realtor's commission and deductions for property taxes and transaction costs, the Debtor expects the amount payable to SVBT would be approximately $87,000. This would reduce Properties' monthly interest expense by approximately $326 per month, among other savings which would result from the sale. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Larry_Hembree_285_Sales.pdf Though the Property is not owned by the Debtor himself but instead by Hembree Properties, a corporation, and so is not itself property of the Debtor's bankruptcy estate, the Debtor brings the Motion pursuant to the Order Requiring Debtor to File Monthly Operating Reports for Entities Controlled by the Debtor and Directing Preservation of Estate Assets, which prohibits Hembree Properties' sale of assets without 10 days' written notice to counsel for XTec, Inc. Furthermore, in this extended period of settlement negotiations following the Court's approval of the disclosure statement associated with the Debtor's chapter 11 plan, and the Court's referral of the dispute between the Debtor and his principal creditor to mediation, the Debtor wishes to keep his creditors, including SVBT, apprised of his intentions to proceed with the liquidation of Hembree Properties, his estate's largest asset. Concurrently with the Motion, the Debtor is filing a motion to shorten notice time on the Motion, such that it may be heard and ruled upon by the Court at the telephonic hearing previously scheduled for Jan. 18, 2018. Because of the modest size of the proposed transaction and the prospective buyer's desired timeline, the Debtor asks that the Court waives the 14-day stay contemplated by Rule 6004(h) of the Federal Rules of Bankruptcy Procedure, such that an order granting the Motion would be effective immediately upon its entry. The Buyer: Wayne Neeley, President FAMILY LIFE SERVICES, INC. 705 Troy Road Washington, IN 47501 Telephone: (270) 779-0066 (Neeley) (812) 257-1041 (Family Life) Larry D. Hembree founded Hembree Properties, Inc. in 1997 and has at all times since been its sole owner. Mr. Hembree sought Chapter 11 protection (Bankr. S.D. Ind. Case No. 16-70779) on Aug. 19, 2016. He tapped David M. Cantor, Esq., at Seiller Waterman, LLC, as counsel. LEVERETTE TILE: Proposes a Sale of Appraised Select Assets ---------------------------------------------------------- Leverette Tile, Inc., doing business as Leverette Home Design Center, asks the U.S. Bankruptcy Court for the Middle District of Florida to authorize the sale of appraised select assets independently of an auctioneer or liquidator and without need for bid procedures or an auction for amounts in excess of the appraisal. The Debtor has determined that it can no longer operate as a going concern as it is not generating enough income to continue to operate and pay debt service in the normal course. On Dec. 20, 2017, the Debtor filed its Motion to Liquidate. On Jan. 10, 2018, the Court held a hearing on the Motion to Liquidate and granted it in part. The Debtor anticipates that an Order on the Motion to Liquidate will be entered shortly. Pursuant to the Court's Order on the Motion to Liquidate, the Debtor is authorized to complete all of its jobs in progress. The Court has scheduled a continued hearing on the Motion to Liquidate for Feb. 22, 2018 at 1:30 p.m. On Sept. 1, 2017, the Debtor engaged the services of an appraiser to appraise all of its assets. The appraiser's value of the assets total approximately $129,348. As part of its liquidation procedures, the Debtor asks authority to sell all of its assets independently and with a Court approved auctioneer or liquidator as needed. All net proceeds will be placed in escrow with all liens attaching to the proceeds based on the respective priorities in order to pay its creditors. The Debtor believes that all the assets can be sold and the business closed down by the end of the first quarter, 2018. In the interim, the Debtor believes that it can sell certain assets to strategic buyers who are in the business for more than what an auctioneer or liquidator will be able to recover. The Exhibit B is an itemization of the specific assets identified in the appraisal report listing the assets the Debtor believes it can sell independently in order to maximize the return to creditors. The assets itemized on Exhibit B should sell for amounts in excess of the appraisal. Through the Motion, the Debtor asks authority to sell the assets listed on Exhibit B independently of an auctioneer or liquidator and without need for bid procedures or an auction. The remaining assets listed in the appraisal report, or Exhibit A, will be sold by way of an auctioneer or liquidator and pursuant to a subsequent motion for authority and separate court order to be filed at a later date. The Debtor is in need of an immediate sale. It has received numerous inquiries from potential buyers who have expressed an interest in purchasing many of the assets identified on Exhibit B and asks authority to sell those assets now. The Debtor would intend on listing many of the Exhibit B assets on sale websites such as E-Bay, Craig's List, and other related services. The Debtor proposes to promptly file with the Court a notice as sales are completed, which provide the following: (i) the purchase price obtained; (ii) the name of the buyer; (iii) the description of the asset sold; (iv) the date of the sale; and (v) proof of the deposit of the proceeds into a separate escrow/DIP account. The Secured Creditors in the case are (i) Colonial Funding Network, Inc., as servicing provider for Platinum Rapid Funding Group in the approximate amount of $164,306; (ii) American Express Bank, FSB in the amount of $124,381; (iii) Funding Circle in the amount of $353,170; (iv) the Internal Revenue Service in the amount of $94,140. The Secured Creditors have asserted secured claims. The relative priority of the Secured Creditors is in dispute and absent an agreement of the Secured Creditors of their relative priority, the Court will need to decide the dispute. Currently, there is a dispute among the Debtor and its Secured Creditors as to the extent, validity and priority of the Secured Creditors respective claims. Until the extent, validity and priority of the Secured Creditors claims are determined, the net sale proceeds from the sale of any of the assets listed on either Exhibit A or B will be held in escrow pending further Court order with all liens attaching to the proceeds based on their respective priority. In the Debtor's previously filed Motion to Liquidate, the Debtor asserted that it will seek the consent from the Secured Creditors to sell the assets listed in Exhibit B independently and the balance of the assets listed in Exhibit A by way of an auction. Since the filing of the Motion to Liquidate on Dec. 20, 2017 and the date of the hearing on Jan. 10, 2018, none of the Secured Creditors objected to the sale portion of the Debtor's Motion to Liquidate. The Debtor assumes that since no objection has been raised to sell the assets, the Debtor has obtained the consent from the Secured Creditors to proceed with a sale. Based on the foregoing, the Debtor asks the Court's authority to independently sell the assets listed on Exhibit "B" for an amount in excess of the appraised value, and it will otherwise exercise its business judgment to seek to obtain a price for the asset which is fair and reasonable. A copy of the Exhibits A and B attached to the Motion is available for free at: http://bankrupt.com/misc/Leverette_Tile_107_Sales.pdf About Leverette Tile Leverette Tile, Inc., based in Hudson, Florida, is a kitchen and bath remodeling contractor and a granite countertop and cabinet fabricator. Leverette Tile filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 17-07840) on Sept. 5, 2017. Brian Leverette, president, signed the petition. The Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities as of the bankruptcy filing. Alberto F. Gomez, Jr., Esq., at Johnson Pope Bokor Ruppel & Burns, LLP, serves as bankruptcy counsel to the Debtor. An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case. MARCANTONIO ENTERPRISES: $275K Sale of New Braunfels Property OK'd ------------------------------------------------------------------ Judge Craig A. Gargotta of the U.S. Bankruptcy Court for the Western District of Texas authorized Marcantonio Enterprises, LLC's sale of real property located at 22157 Old Nacogdoches Road, New Braunfels, Comal County, Texas, a 6-acre unimproved tract of land, to Ivy Cruz for $275,000. The sale is free and clear of all liens and encumbrances. All amounts due and owing to the Comal County Tax Assessor/Collector and/or any other ad valorem taxing entity will attach to the proceeds of sale and will be paid at closing by the title company closing the sale of the Property. All ad valorem taxes incident to the Property pro-rated to the date of sale will be paid in full immediately upon closing by the closing agent prior to any disbursement of cash proceeds from the sale to any other person or entity. The net sales proceeds from the sale of the Property (which will be defined as the gross sales price less closing costs, any brokerage fees and payment of all ad valorem taxes secured by the Property) will be paid as follows: a. The title company closing the sale will be authorized to pay all currently due 2017 ad valorem property taxes for properties owned by the Debtor in Bexar, Comal and Guadalupe counties which are specifically referenced on the invoices; and b. The remaining sales proceeds will be paid directly to the Debtor, which will deposit the funds in a bank account at TexStar National Bank. The Debtor will not use any portion of these remaining sales proceeds absent further order of the Court. Any liens on the Property not satisfied out of closing will attach to the remaining proceeds. The Order is a final order and is enforceable upon entry by the Clerk of the Court. To the extent necessary under the Federal Rules of Bankruptcy Procedure 5003, 9014, 9021 and 9002, the Court expressly finds that there is no just reason for delay in the implementation of the Order and expressly directs entry of judgment as set forth in the Order and the stay of Federal Rules of Bankruptcy Procedure Rules 6004(g) and 6006(d) is waived, modified and will not apply to the sale of the Property, and the Debtor and its principal, Ralph M. Marcantonio, are authorized to take all actions and enter into all transactions authorized by this Order immediately. About Marcantonio Enterprises Based in New Braunfels, Texas, Marcantonio Enterprises, LLC, is a small business debtor as defined in 11 U.S.C. Sec. 101(51D). Marcantonio Enterprises, through its sole member, acquires commercial real estate to improve and rent to commercial tenants or to sell. It receives income in the form of rents from commercial tenants and note payments from properties previously sold by Marcantonio or its owner. Marcantonio Enterprises sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 17-51968) on Aug. 18, 2017. Ralph M. Marcantonio, its member, signed the petition. At the time of the filing, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Craig A. Gargotta presides over the case. The LAW OFFICE OF H. ANTHONY HERVOL is the Debtor's counsel. MEDAK TRUCKING: First Modified Reorganization Plan Confirmed ------------------------------------------------------------ Judge Michael B. Kaplan of the U.S. Bankruptcy Court for the District of New Jersey confirmed Medak Trucking, LLC's small business first modified plan of reorganization dated Oct. 30, 2017. The Court orders that the portion of the Plan found in Section 2.1 describing the treatment of the holders of Administrative Expenses, must be amended to include an administrative expense to Vehicle Lenders Group, to the extent that the Debtor owes arrears for adequate protection payments as of Effective Date of the First Modified Plan of Reorganization. The portion of the Plan found in Section 2.2(A)(1) describing the treatment of the holder of the Class One claim, a secured claim held by Tri-State Business Opportunity Fund, LLC is stricken and the treatment of Class One is instead as follows: Class One will be bifurcated to a secured claim in the amount of $180,00 and an unsecured claim for the remaining balance of the proof of claim, including interest at Wall Prime Rate Plus .25% (which is equal to 4.75% as of the date hereof). The Creditor shall retain its lien, up to the value of the collateral as of the Effective Date (as reflected by the amount of Creditor's class 1 secured claim), to secure payment of its Secured Claim. The Secured Claim of this Creditor will be amortized using a 60 month payout payable as follows: Commencing on the first day of the month following the Effective Date of the Plan and each month thereafter for a total of 60 consecutive months, the Debtor shall make monthly payments to the Disbursing Agent in an amount equal to the amortized monthly payment. Each monthly payment will include principal and interest. On or before the first anniversary of the Effective Date, the Debtor shall remit a balloon payment of $10,000(the "Balloon Payment") to the Disbursing Agent. The Disbursing Agent shall distribute the Balloon Payment immediately upon receipt. The Disbursing Agent shall distribute the remaining funds so paid by the Debtor to the holder of the Claim in this Class commencing five months from the Debtor's initial monthly payment and quarterly thereafter during the life of the Plan. About Medak Trucking Medak Trucking LLC, based in Edison, New Jersey, filed a Chapter 11 petition (Bankr. D.N.J. Case No. 16-24788) on Aug. 1, 2016. The petition was signed by Andrew Obadiaru, president. The Debtor estimated $0 million to $50,000 in assets and $1 million to $10 million in liabilities at the time of the filing. Judge Michael B. Kaplan presides over the case. David L. Stevens, Esq., at Scura, Wigfield, Heyer & Stevens LLP, is the Debtor's bankruptcy counsel. Patricia D. Rivera of 123 Accounting Services, LLC, is the Debtor's accountant. On May 26, 2017, the Debtor filed its proposed small business plan and disclosure statement. MESA OIL: Full Payment for Unsecureds in 5 Years With 3% Interest ----------------------------------------------------------------- Mesa Oil, Inc., filed with the U.S. Bankruptcy Court for the District of Colorado an amended disclosure statement to accompany its amended plan of reorganization dated Oct. 25, 2017. Under the amended plan, Class 9 general unsecured claimants will receive a pro-rata distribution of monthly payments in the amount necessary to pay all Class 9 Claims in full over five years from the Effective Date of the Plan, with interest at a rate of 3% per annum. Prior to the Effective Date of the Plan, the Debtor will also reach an agreement with Lawrence Meers pursuant to which Mr. Meers will agree to waive distribution on account of his Class 9 Claim in the amount of $232,662 until all other Class 9 Claims are paid in full. Assuming the total amount of Class 9 Claims, including the unsecured deficiency claim of Vertex and excluding the claim of Mr. Meers, is $1,176,233, unsecured creditors will receive a pro rata distribution of monthly $21,135. The Proof of Claim No. 10-1 is disallowed in its entirety, the total amount of Class 9 Claims will be reduced to $1,172,656, and Class 9 creditors will receive a pro rata distribution of monthly payments in the amount of $21,071. The original version of the plan proposed to pay Class 9 general unsecured claimants a pro-rata distribution equal to 4% of the Mesa Gross Revenue generated over the five year period commencing on the Effective Date of the Plan less the amount necessary to pay any Unclassified Priority Claimant who agrees to accept deferred payment of its claim. A full-text copy of the Amended Disclosure Statement is available at: http://bankrupt.com/misc/cob17-14004-238.pdf A full-text copy of the Amended Plan is available at: http://bankrupt.com/misc/cob17-14004-237.pdf About Mesa Oil Headquartered in Commerce City, Colorado, Mesa Oil, Inc., doing business as Mesa Environmental -- http://www.mesaoil.com/-- collects and recycles used oil, and supplies burner fuel to the asphalt paving industry. It offers blended fuel oil, BTU value fuel, and specification fuel oil for asphalt hot mix plants. It serves customers in Montana, Wyoming, Utah, Colorado, Arizona, New Mexico, and Texas. Mesa Oil was founded in 1981. It is a fee owner of a land and building located at 20 Lucero Road, Belen, New Mexico 87002, valued at $1.02 million. Mesa Oil previously sought bankruptcy protection (Bankr. D. Colo. Case No. 10-33755) on Sept. 18, 2010. Mesa Oil again filed for Chapter 11 bankruptcy protection (Bankr. D. Colo. Case No. 17-14004) on May 2, 2017, listing $2.93 million in total assets and $4.74 million in total liabilities. Lawrence Meers, president, signed the petition. Judge Elizabeth E. Brown presides over the case. Jeffrey S. Brinen, Esq., at Kutner Brinen, P.C., serves as the Debtor's counsel. MESOBLAST LIMITED: Provides Updated Investor Presentation --------------------------------------------------------- On Jan. 12, 2018, Mesoblast Limited filed with the Australian Securities Exchange a new investor presentation, which is available for free at https://is.gd/DgP276 Mesoblast said it is committed to bring to the market disruptive cellular medicines to treat serious and life-threatening illnesses. In December 2017, Mesoblast received FDA RMAT Designation for its cell therapy in heart failure patients with left ventricular assist devices (LVADs). Also in December 2017, Mesoblast concluded a patent settlement and license agreement with TiGenix. Pursuant to the Agreement, Mesoblast granted TiGenix an exclusive access to certain of its patents to support global commercialization of the adipose-derived mesenchymal stem cell (MSC) product Cx601 limited to the local treatment of fistulae, including in Crohn's disease. About Mesoblast Australia-based Mesoblast Limited (ASX:MSB; Nasdaq:MESO) is a global developer of innovative cell-based medicines. The Company has leveraged its proprietary technology platform, which is based on specialized cells known as mesenchymal lineage adult stem cells, to establish a broad portfolio of late-stage product candidates. Mesoblast's allogeneic, 'off-the-shelf' cell product candidates target advanced stages of diseases with high, unmet medical needs including cardiovascular conditions, orthopedic disorders, immunologic and inflammatory disorders and oncologic/hematologic conditions. Mesoblast Limited reported a net loss before income tax of US$90.21 million for the year ended June 30, 2017, a net loss before income tax of US$90.82 million for the year ended June 30, 2016, and a net loss before income tax of US$96.24 million for the year ended June 30, 2015. As of Sept. 30, 2017, Mesoblast had US$671.9 million in total assets, US$112.30 million in total liabilities and US$559.6 million in total equity. PricewaterhouseCoopers, in Melbourne, Australia, issued a "going concern" opinion on the consolidated financial statements for the year ended June 30, 2017, noting that Company has suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. MICROVISION INC: Expects Q4 2017 Revenue of $2.4M to $2.7M ---------------------------------------------------------- MicroVision, Inc., expects revenue for the fourth quarter of 2017 in the range of $2.4 million to $2.7 million and full year 2017 revenue in the range of $10.7 million to $11.0 million. The fourth quarter 2017 revenue is made up primarily of contract revenue. MicroVision had planned to recognize $4.3 million of product revenue during the fourth quarter by completing the remainder of a previously announced $6.7 million order for its small form factor display engine PSE-0403-103. The customer, however, requested a deferment in taking receipt of the engines until 2018. MicroVision plans to ship a majority of the engines remaining on this order in the first quarter of 2018 and the balance in the second quarter. MicroVision will discuss its financial and operating results for the fourth quarter and full year 2017 on a conference call later this quarter. As MicroVision has not completed its quarter and year-end fiscal close process and the audit of its 2017 financial statements is not complete, the revenue expectations presented in this press release are preliminary, and, therefore, may change due to final year-end closing adjustments. The preliminary financial results discussed in this release are based solely upon information available as of the date of this release, are not a comprehensive statement of our financial results or positions as of or for the fourth quarter and full fiscal-year 2017, and have not been audited, reviewed or compiled by our independent registered accounting firm. About MicroVision MicroVision is the creator of PicoP scanning technology, an ultra-miniature laser projection and sensing solution for mobile consumer electronics, automotive head-up displays and other applications. MicroVision's patented technology is a single platform that can enable projected displays, image capture and interaction for a wide array of future-ready products in this rapidly evolving, always-on world. MicroVision's IP portfolio has been recognized by the Patent Board as a top 50 IP portfolio among global industrial companies and has been included in the Ocean Tomo 300 Patent Index. The company is based in Redmond, Wash. For more information, visit the Company's website at www.microvision.com, on Facebook at www.facebook.com/MicroVisionInc or follow MicroVision on Twitter at @MicroVision. The report from Microvision's independent registered public accounting firm Moss Adams LLP, in Seattle, Washington, for the year ended Dec. 31, 2016 includes an explanatory paragraph stating that the Company has incurred losses from operations and has an accumulated deficit, which raises substantial doubt about its ability to continue as a going concern. MicroVision reported a net loss of $16.47 million in 2016, a net loss of $14.54 million in 2015, and a net loss of $18.12 million in 2014. As of Sept. 30, 2017, MicroVision had $37.30 million in total assets, $24.82 million in total liabilities and $12.47 million in total shareholders' equity. MONAKER GROUP: Incurs $1.80 Million Net Loss in Third Quarter ------------------------------------------------------------- Monaker Group, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss of $1.80 million on $142,063 of total revenues for the three months ended Nov. 30, 2017, compared to a net loss of $2.24 million on $101,477 of total revenues for the same period in 2016. For the nine months ended Nov. 30, 2017, the Company reported a net loss of $4.30 million on $410,907 of total revenues compared to a net loss of $4.27 million on $373,346 of total revenues for the nine months ended Nov. 30, 2016. As of Nov. 30, 2017, Monaker Group had $8.62 million in total assets, $4.68 million in total liabilities and $3.94 million in total stockholders' equity. As of Nov. 30, 2017, the Company had $895,518 of cash on-hand, a decrease of $111,547 compared to the $1,007,065 of cash on hand it had at the start of fiscal 2018. The decrease in cash was due primarily to the payment of operating expenses and website development costs during the nine months ended Nov. 30, 2017, which were offset by the funds raised on Aug. 11, 2017, through a Common Stock and Warrant Purchase Agreement. As of Nov. 30, 2017, the Company had total current liabilities of $1,785,953, consisting of a line of credit facility of $1,193,000 from Republic Bank, accounts payable and accrued expenses of $573,605, and other current liabilities of $19,348. The Company had negative working capital of $117,357 as of Nov. 30, 2017 and an accumulated deficit of $104,960,092. Net cash used in operating activities was $3,045,319 for the nine months ended Nov. 30, 2017, compared to $2,870,269 for the nine months ended Nov. 30, 2016, an increase of $175,050. This increase was primarily due to the payment in cash of general and administrative expenses as well as technology and development expenses. In May 2017, the Company entered into a settlement agreement with a financial advisory firm who was engaged to raise capital per an agreement signed in October 2016. Based upon the firm's inability to meet any of the agreed upon milestones, the firm agreed to return all the consideration paid for the services. The Company recorded a $450,945 credit to stock compensation in May 2017 as a result of the settlement. Net cash used in investing activities was $245,049 and $630,864 for the nine months ended Nov. 30, 2017 and 2016, respectively which was primarily the result of capitalized website development costs. Net cash provided by financing activities decreased $287,020 to $3,178,821 for the nine months ended Nov. 30, 2017, compared to $3,465,841, for the nine months ended Nov. 30, 2016. Net cash provided by financing activities for the nine months ended Nov. 30, 2017, was primarily due to proceeds from the issuance of common stock and warrants and the exercise of warrants of $3,023,933, net of expenses, which amount includes the proceeds received in connection with the closing of the transactions contemplated by the Common Stock and Warrant Purchase Agreement. A full-text copy of the Form 10-Q is available for free at: https://is.gd/mzmBVL About Monaker Headquartered in Weston, Florida, Monaker Group, Inc., formerly known as Next 1 Interactive, Inc. -- http://www.monakergroup.com/ -- operates online marketplaces for the alternative lodging rental industry and facilitate access to alternative lodging rentals to other distributors. Alternative lodging rentals (ALRs) are whole unit vacation homes or timeshare resort units that are fully furnished, privately owned residential properties, including homes, condominiums, apartments, villas and cabins that property owners and managers rent to the public on a nightly, weekly or monthly basis. The Company's marketplace, NextTrip.com, unites travelers seeking ALRs online with property owners and managers of vacation rental properties located in countries around the world. As an added feature to the Company's ALR offering, the Company also provides access to airline, car rental, hotel and activities products along with concierge tours and activities, at the destinations, that are catered to the traveler through its Maupintour products. LBB & Associates Ltd. LLP, in Houston, Texas, stated in its report on the Company's consolidated financial statements for the year ended Feb. 28, 2017, that the Company's accumulated deficit and limited financial resources raise substantial doubt about the Company's ability to continue as a going concern. Monaker reported a net loss of $7.10 million for the year ended Feb. 28, 2017, compared to a net loss of $4.55 million for the year ended Feb. 29, 2016. MONTCO OFFSHORE: Bankruptcy Court Confirms Reorganization Plan -------------------------------------------------------------- SEACOR Marine Holdings Inc. on Jan. 18, 2018, disclosed that the plan of reorganization for Montco Offshore, Inc. ("MOI") was confirmed by the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the "Bankruptcy Court"). This plan of reorganization, among other things, provides that, under the terms of a Joint Venture Contribution and Formation Agreement (the "JV Contribution Agreement"), SEACOR Marine and MOI will jointly form and capitalize a new joint venture company (the "Joint Venture") by contributing certain liftboat vessels and other related assets to the Joint Venture, as well as requiring the Joint Venture to assume certain operating liabilities and indebtedness associated with the liftboat vessels and related assets. The Joint Venture would consolidate the ownership and operation of eleven liftboat vessels currently operated by a wholly-owned subsidiary of SEACOR Marine, six liftboat vessels currently operated by MOI, and two liftboat vessels currently operated by an existing joint venture between an affiliate of MOI and an affiliate of SEACOR Marine. John Gellert, SEACOR Marine's Chief Executive Officer, commented: "I am pleased that we have reached this important milestone. This is a strategic transaction that combines distinctive assets at compelling values, along with a solid financial and operational foundation. The transaction will allow us to provide our domestic and international customers with an expanded fleet and superior services in offshore oil and gas and wind energy markets." The Joint Venture would assume approximately $131 million of indebtedness from MOI's pre-petition facilities which, apart from a guarantee of interest payments for two years after the closing of the contemplated transactions, would be non-recourse to SEACOR Marine. Upon consummation of the transactions contemplated by the JV Contribution Agreement, it is expected that SEACOR Marine will hold at least 70% of all equity interests in the Joint Venture, and will be entitled to appoint a majority of the board of managers of the Joint Venture. The closing of the transactions remains subject to the satisfaction of certain conditions set forth in MOI's plan of reorganization and the JV Contribution Agreement, including, among others, the consummation of transactions under a settlement agreement among certain parties-in-interest in MOI's bankruptcy case. It is anticipated that the transactions will close in early February, 2018. About Montco Offshore Based in Galliano, Louisiana, Montco Offshore, Inc. -- http://www.montco.com/mo-- was founded by the Orgeron family in 1948. For more than 60 years, the Company has served the offshore energy industries with crew boats, ocean-going tugs, deck barges, supply boats, and liftboats. Currently, Montco specializes in liftboats ranging in size from 235 feet to 335 feet which provide the best quality and safety of service for customers requiring versatile elevated vessels/work-platforms. Montco has total fleet of six vessels includes (a) two 335' class liftboats, known as (i) "Robert," which was unveiled in the first quarter of 2012, and (ii) "Jill," which was completed in 2014; (b) two 245' class liftboats, known as (i) "Kayd," which was completed in 2006, and (ii) "Myrtle;" which was completed in 2002; and (c) two 235' class liftboats, each completed in 2009, known as (i) "Paul," and (ii) "Caitlin." Montco Offshore, Inc., and its affiliate Montco Oilfield Contractors, LLC, filed separate Chapter 11 petitions (Bankr. S.D. Tex. Lead Case No. 17-31646) on March 17, 2017. The petitions were signed by Derek C. Boudreaux, the CFO. As of the Petition Date, on a book basis, Montco Offshore had an aggregate of approximately $265 million in total assets and approximately $136 million in total liabilities. MO Contractors had approximately $84 million in total assets (which are mostly made up of receivables) and approximately $126 million in total liabilities. As of the Petition Date, the Debtors estimated that $5.3 million was due and owing to holders of prepetition trade claims against MO Contractors, and $75 million was due and owing to holders of prepetition trade claims against MO Contractors, not including the intercompany obligations. The cases are assigned to Judge Marvin Isgur. DLA Piper LLP (US) is serving as the Debtors' bankruptcy counsel, with the engagement led by Vincent P. Slusher, Esq., David E. Avraham, Esq., and Adam C. Lanza, Esq. Blackhill Partners, LLC, is the Debtors' financial advisor and investment broker, with Joe Stone, Todd Heinz, and Tripp Ballard leading the engagement. BMC Group, Inc., is the claims and noticing agent. On March 29, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Porter Hedges LLP is serving as counsel to the Creditors Committee, with the engagement led by John F Higgins, IV, Joshua W. Wolfshohl, and Eric Michael English. On Sept. 26, 2017, the Debtors filed chapter 11 plans of reorganization and liquidation and a disclosure statement in connection therewith. MOTORS LIQUIDATION: Agreement with PI Plaintiffs Unenforceable -------------------------------------------------------------- Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern District of New York issued an order denying enforcement of the Settlement Agreement entered into by the Signatory Plaintiffs and the GUC Trust. Following the breakdown of the settlement negotiations, on Sept. 11, 2017, the Plaintiffs filed a Motion to Enforce the Settlement Agreement by and Among the Signatory Plaintiffs and the GUC Trust, arguing that the Settlement Agreement was binding and seeking to enforce it. The next day, New GM and the GUC Trust entered into the Forbearance Agreement, and the GUC Trust filed the Forbearance Agreement Motion seeking the Court's approval of the Forbearance Agreement. The Movants argue that New GM does not have standing to be heard on the Phase 1(a) issue -- "whether the Settlement Agreement with the GUC Trust is a binding agreement[.]" Unsurprisingly, New GM argues that, because the Settlement Agreement could compel New GM to fund a settlement worth over $1 billion, New GM has a direct and substantial economic interest, and therefore has standing to contest the Motion. Although New GM participated at trial, the Court finds that New GM, a non-party to the Settlement Agreement and a third-party non-beneficiary thereof, lacked standing to adjudicate the issues in Phase 1. New GM bears the burden to prove each element of standing, and has failed to meet all three requirements necessary to do so. While the Court deems it necessary to analyze the law surrounding New GM's lack of standing over the Phase 1 issues, New GM's standing (or lack thereof) and its participation at trial does not impact the Court's finding that no binding Settlement Agreement was entered into by the parties. The Court also holds that it cannot enforce the unexecuted Settlement Agreement. The Court has balanced both the terms of the Settlement Agreement and the evidence of the parties' objective actions, and while the Court agrees with the Movants that certain of the GUC Trust's communications during negotiations of the deal support that they agreed to the material terms of the Settlement Agreement, and believed that the deal was done (including, for example, providing client sign-off with respect to the Settlement Agreement), the Movants have failed to establish that these actions amounted to the GUC Trust waiving its objective intent to be bound only by a signed agreement, as expressed plainly in section 3.1. Further, the Movants' reliance on Lehman and other cases in which courts enforced oral settlements fails, as these cases are distinguishable. While in Lehman the court enforced an unsigned settlement agreement with language similar to section 3.1 (the provision there stated that "[t]his Release Agreement shall become effective upon execution hereof by each of the Parties . . . "), the facts in Lehman do not bear on this case because, unlike here, before the parties in Lehman even began to memorialize their agreement in writing, they represented to their mediator that they had agreed to settle, and conveyed to the mediator the material terms of the settlement. As the Lehman court explained, a provision cannot be added to a written agreement to undo an agreement that was already orally entered into. However, as in Ciaramella, such a provision will generally indicate that the parties reserved their right not to be bound absent a written agreement, thereby allowing the parties to negotiate freely without being concerned that they will be bound prior to execution. A full-text copy of Judge Glenn's Memorandum Opinion and Order dated Jan. 18, 2018 is available at: http://bankrupt.com/misc/nysb09-50026-14212.pdf Attorneys for the Personal Injury and Wrongful Death Plaintiffs: Robert Hilliard, Esq. Rudy Gonzales, Esq HILLIARD MARTINEZ GONZALES LLP 719 South Shoreline Boulevard Corpus Christi, Texas 78401 -and- Steve Berman, Esq. Nick Styant-Brown, Esq. HAGENS BERMAN SOBOL SHAPIRO, LLP 1918 8th Avenue Seattle, Washington 98101 steve@hbsslaw.com nick@hbsslaw.com Attorneys for the Participating Unitholders: Deborah Newman, Esq. AKIN GUMP STRAUSS HAUER & FELD LLP One Bryant Park New York, NY 10036 djnewman@akingump.com Attorneys for the GUC Trust: Mitchell A. Karlan, Esq. James L. Hallowell, Esq. Jonathan D. Fortney, Esq. Michael Eggenberger, Esq. Alejandro A. Herrera, Esq. GIBSON, DUNN & CRUTCHER, LLP 200 Park Avenue New York, New York 10166 mkarlan@gibsondunn.com jhallowell@gibsondunn.com jfortney@gibsondunn.com meggenberger@gibson.dunn.com aherrera@gibsondunn.com Attorneys for New GM: Susheel Kirpalani, Esq. James C. Tecce, Esq. Julia Beskin, Esq. QUINN, EMANUEL, URQUHART & SULLIVAN, LLP 51 Madison Avenue New York, New York 10010 susheelkirpalani@quinnemanuel.com jamestecce@quinnemanuel.com juliabeskin@quinnemanuel.com About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on June 1, 2009. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Garden City Group is the claims and notice agent of the Debtors. The U.S. Trustee appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP served as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long served as counsel on supplier contract matters. FTI Consulting Inc. served as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represented the Asbestos Committee. Legal Analysis Systems, Inc., served as asbestos valuation analyst. The Bankruptcy Court entered an order confirming the Debtors' Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan was declared effect on March 31. On Dec. 15, 2011, Motors Liquidation Company was dissolved. On the Dissolution Date, pursuant to the Plan and the Motors Liquidation Company GUC Trust Agreement, dated March 30, 2011, between the parties thereto, the trust administrator and trustee -- GUC Trust Administrator -- of the Motors Liquidation Company GUC Trust, assumed responsibility for the affairs of and certain claims against MLC and its debtor subsidiaries that were not concluded prior to the Dissolution Date. Motors Liquidation Company GUC Trust had $530.7 million in total assets, $42.50 million in total liabilities and $488.21 million in net assets in liquidation. MT YOHAI: $1.8M Sale of Los Angeles Property to Fanning Approved ---------------------------------------------------------------- Judge Catherine Bauer of the U.S Bankruptcy Court for the Central District of California authorized Mt Yohai, LLC, to enter into the Purchase and Sale Agreement dated Nov. 28, 2017 with Thomas Fanning or his assign in connection with the sale of the real property located at 2521 Nottingham Avenue, Los Angeles, California, consisting of raw land, including any and all improvements to such property, to Thomas Fanning or his assign for $1.8 million. A hearing on the Motion was held on Dec. 13, 2017, at 11:00 a.m. The sale of the Mt. Yohai Property is not contingent on the sale of any real property in any other bankruptcy case. At close of escrow, the Buyer or his assignee shall take the Mt. Yohai Property free and clear of all liens and encumbrances, including liens held by Genesis Capital Master Fund II, Los Angeles County Treasurer and Tax Collector and Kathleen Manafort. The purchase price shall be paid by a full credit bid of $522,000 which shall fully satisfy the lien held by Bowery Design and Development, and $1,278,000 which shall be deposited into escrow. The Property will be sold on an "as-is" and "where-is" basis, without representations or warranties, with all warranties and representations being expressly disclaimed, without repairs, and with all faults, if any. After the escrow's payment to Genesis and Los Angeles County Treasurer and Tax Collector, the balance of the sale proceeds shall be released by escrow directly to the estate. The 14-day stay regarding the effectiveness of the Order is waived. About MT Yohai Mt Yohai, LLC, a Delaware Limited Liability Company, headquartered at Newport Beach, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 16-15157) on Dec. 21, 2016. Jeffrey Yohai, managing member, signed the petition. The Hon. Catherine E. Bauer presides the case. The Debtor estimated assets and liabilities between $1 million and $10 million. Marc C. Forsythe, Esq., and Charity J. Miller, Esq., at GOE & FORSYTHE, LLP, serve as counsel to the Debtor. NAVEX ACQUISITION: S&P Raises CCR to 'B' on Strong Performance -------------------------------------------------------------- S&P Global Ratings raised its corporate credit rating on Lake Oswego, Ore.-based NAVEX Acquisition LLC to 'B' from 'B-'. The outlook is stable. S&P said, "At the same time we raised our issue-level rating on the company's $360 million first-lien term loan to 'B' from 'B-'. The '3' recovery rating is unchanged, indicating our expectation for meaningful (50%-70%; rounded estimate: 50%) recovery in the event of payment default. "The upgrade reflects our view of NAVEX's strong and consistent operating performance, which has led to adjusted leverage approaching the low-6x area as of Sept. 30, 2017, down from above 7x a year ago, and free cash flow as a percentage of debt in the high-single-digit area. The company has been a beneficiary of a rapidly growing compliance market segment. NAVEX's comprehensive and integrated product suite of compliance software has powered growth as companies face an increasingly complex regulatory environment, underpinning the need for compliance software and services. "The stable outlook reflects our expectation that continued growth in the E&C software market and a stable recurring revenue base will enable NAVEX to generate free cash flow and modestly reduce leverage over the next 12 months. "We could lower the rating if debt-funded acquisitions or dividends or intensifying competition drive revenue declines or protracted margin contraction, such that leverage exceeds 7x or free cash flow as a percentage of debt drops to the low-single-digit area on a sustained basis. "Although unlikely over the next 12 months, over the longer term we could consider an upgrade if NAVEX is able to effectively increase sales from its new products leading to margin expansion, and commits to and sustains leverage below 5x." NCI BUILDING: S&P Affirms 'BB' Corp. Credit Rating, Outlook Stable ------------------------------------------------------------------ Metal buildings and components producer NCI Building Systems is refinancing its term loan ($144 million outstanding) and senior notes ($250 million outstanding) with a new $415 million term loan due 2025. Despite a series of disruptive hurricanes during the fourth quarter and an ongoing but slow recovery in nonresidential low-rise construction, NCI Building Systems continues to expand its top line and maintain EBITDA levels. S&P Global Ratings affirmed its 'BB' corporate credit rating on Houston-based NCI Building Systems Inc. The outlook is stable. S&P said, "At the same time, we assigned our 'BB+' issue-level rating to NCI's proposed $415 million term loan due 2025. The recovery rating is '2', which indicates our expectation of substantial (70%-90%; rounded estimate: 75%) recovery for lenders in the event of a default. "The affirmation of our 'BB' rating on NCI reflects the company's consistent free cash flow generation and our view that a gradual but ongoing cyclical recovery in the company's end markets is underway. As such, we expect EBITDA levels to gradually improve and adjusted leverage to remain in the 2x–3x range over the next year. "The stable outlook reflects S&P Global Ratings' expectation that leverage will remain below 3x over the next 12 months, based on our forecast of moderate top line growth and modest margin expansion. The new capital structure also allows for free-cash flow to be applied to debt pre-payments, which would further bolster credit measures. "We could lower our rating on NCI if we expected leverage to exceed 3.5x. This could happen if NCI decided to pursue a debt-financed acquisition or a more aggressive debt-financed stock repurchase program. This could also happen if a recession caused a reversal in nonresidential construction trends. "We could raise the rating if we expected NCI to maintain an adjusted debt-to-EBITDA ratio below 2x along with EBITDA margins in excess of 15%. The margin expansion could be precipitated by accelerated growth in low-rise nonresidential construction, along with the effective implementation of cost cutting, cross-selling, and general process improvement." NEIMAN MARCUS: Bank Debt Trades at 17.80% Off --------------------------------------------- Participations in a syndicated loan under which Neiman Marcus Group Inc is a borrower traded in the secondary market at 82.20 cents-on-the-dollar during the week ended Friday, January 12, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 0.98 percentage points from the previous week. Neiman Marcus Group Inc pays 325 basis points above LIBOR to borrow under the $2.942 billion facility. The bank loan matures on Oct. 25, 2020 and Moody's Caa1 rating and Standard & Poor's CCC rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended January 12. NEOVASC INC: Reducer Featured in Live Case at Berlin Symposium -------------------------------------------------------------- Neovasc Inc. reported that its Neovasc Reducer was featured in a "live case" broadcast to more than 800 participants at the Kardiologie Symposium 2018 held in Berlin, Germany. The successful live case was performed by Dr. Spyrantis and Professor Banai in the Sana-Klinikum Lichtenberg. "The patient in this case, like a growing number of patients, still had significant angina after all medical treatment options had been exhausted. There is clearly a need to address this patient population as their quality of life is very poor and the burden on the healthcare system is significant due to the frequency of emergency room visits," commented Dr. Olaf Going, a panelist during the live case session. "Reducer is an important and innovative treatment option for patients suffering from refractory angina." "The live case and the momentum in the post market study reflect the continued success of Reducer's performance in Europe," commented Neovasc CEO, Alexei Marko. "As Dr. Going's comments suggest, we believe we are only beginning to scratch the surface of this very serious condition." The Company's REDUCER-I Observational Study is a multi-center, multi-country, three-arm study collecting long-term data from European patients implanted with the Reducer. The study is expected to enroll up to 400 patients. Currently, 135 patients have been enrolled across 20 centers that are active in Italy, Germany, Belgium, Netherlands, United Kingdom, and Switzerland. About Reducer The Reducer is CE-marked in the European Union for the treatment of refractory angina, a painful and debilitating condition that occurs when the coronary arteries deliver an inadequate supply of blood to the heart muscle, despite treatment with standard revascularization or cardiac drug therapies. It affects millions of patients worldwide, who typically lead severely restricted lives as a result of their disabling symptoms, and its incidence is growing. The Reducer provides relief of angina symptoms by altering blood flow in the heart's circulatory system, thereby increasing the perfusion of oxygenated blood to ischemic areas of the heart muscle. Placement of the Reducer is performed using a minimally invasive transvenous procedure that is similar to implanting a coronary stent and is completed in approximately 20 minutes. About Kardiologie Symposium 2018 The Kardiologie Symposium 2018 takes place for the 18th time and is co-chaired by Dr. Going from Sana-Klinikum Lichtengerg, Berlin and by Professor Falk from the Deutsches Herzzentrum Berlin. About Neovasc Inc. Based in Richmond, British Columbia, Neovasc Inc. -- http://www.neovasc.com/-- is a specialty medical device company that develops, manufactures and markets products for the rapidly growing cardiovascular marketplace. Its products include the Neovasc Reducer, for the treatment of refractory angina, which is not currently available in the United States and has been available in Europe since 2015 and the Tiara, for the transcatheter treatment of mitral valve disease, which is currently under investigation in the United States, Canada and Europe. The Company also sells a line of advanced biological tissue products that are used as key components in third-party medical products including transcatheter heart valves. Neovasc reported a loss of US$86.49 million for the year ended Dec. 31, 2016, following a loss of US$26.73 million for the year ended Dec. 31, 2015. As of Sept. 30, 2017, Neovasc had US$81.75 million in total assets, US$114.73 million in total liabilities and a total deficit of US$32.98 million. Grant Thornton LLP, in Vancouver, Canada, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, emphasizing that the Company was named in a litigation and that the court awarded $112 million in damages against it. This condition, along with other matters, indicate the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern, the auditors said. NORTHGATE PUBLIC: Bank Debt Trades at 16.50% Off ------------------------------------------------ Participations in a syndicated loan under which Northgate Public Services [NPS] is a borrower traded in the secondary market at 83.50 cents-on-the-dollar during the week ended Friday, January 12, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 4.38 percentage points from the previous week. Northgate Public Services [NPS] pays 575 basis points above LIBOR to borrow under the $237 million facility. The bank loan matures on March 3, 2022. Moody's and Standard & Poor's did not give any rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended January 12. NOVA TERRA: Unsecureds to Receive 5% in 84 Monthly Payments ----------------------------------------------------------- Nova Terra, Inc., filed with the U.S. Bankruptcy Court for the District of Puerto Rico a small business disclosure statement describing its plan of reorganization dated Jan. 12, 2018. Based in Arecibo, Puerto Rico, Nova Terra, Inc., operates an electronic equipment recycling business. Under the plan, class 6 general unsecured claims will receive a distribution of 5% of its allowed claim(s) to be paid in 84 monthly payments. Payments will commence on the effective date, which is 60 days after the entry of order of confirmation of the plan. Payments and distributions under the Plan will be funded by Debtor's income from the business, and/or sale of assets and/or from other funds to which Debtor may be entitled. A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/prb17-01968-11-68.pdf About Nova Terra Inc. Based in Arecibo, Puerto Rico, Nova Terra, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 17-01968) on March 23, 2017. The case is assigned to Judge Edward A. Godoy. Ruben Gonzalez Marrero, Esq., at Ruben Gonzalez Marrero & Associates, serves as the Debtor's legal counsel. OLD COLD: 1st Cir. Affirms Ruling on Approval of Sale with S&S -------------------------------------------------------------- In the cases captioned MISSION PRODUCT HOLDINGS, INC., Appellant/Cross-Appellee, v. OLD COLD LLC, f/k/a Tempnology, LLC and SCHLEICHER AND STEBBINS HOTELS LLC, Appellees/Cross-Appellants, Nos. 16-9012, 16-9015 (1st Cir.), the U.S. Court of Appeals, First Circuit, affirms the ruling of the bankruptcy court approving the sale that transpired between Debtor Tempnology, LLC, and winning bidder Schleicher and Stebbins Hotels LLC. Chapter 11 debtor Tempnology, LLC auctioned off its assets pursuant to section 363 of the Bankruptcy Code. Schleicher and Stebbins Hotels LLC was declared the winning bidder over Mission Product Holdings, Inc. With the bankruptcy court's approval, Debtor and S&S completed the sale. On appeal, Mission asked the First Circuit to order the bankruptcy court to unwind the sale and treat Mission as the winning bidder. In its appeal, Mission advances two arguments: First, it argues that section 363(m) does not control because S&S was not a good faith purchaser. Second, it argues that Mission was given no chance to seek a stay of the sale, and thus the First Circuit should overlook the absence of a stay. First, and true to its name, a good faith purchaser must act "in good faith." This means that the party must purchase without fraud, misconduct, or collusion, and must not take "`grossly unfair' advantage of other bidders." Mission posits that the following alleged events, as Mission characterizes them, evidence collusion or other misconduct: Debtor did not negotiate the forbearance agreement; Stebbins exercised control over Debtor; Debtor instructed Phoenix not to contact certain customers in its marketing efforts; S&S's stalking horse bid included a credit bid of funds not yet disbursed; Debtor and S&S discussed S&S's bid during a break at the auction; and Debtor changed the value of inventory and accounts receivable to their liquidation value at the auction. The bankruptcy court carefully addressed the gist of these allegations. It concluded, based in part on two days of evidentiary hearings, that "there is no evidence in the record establishing any misconduct or collusion in the sale process by the Debtor and S&S." The court found, among other things, that Debtor's marketing efforts were sufficient and appropriate, that Stebbins did not exert influence over Debtor after stepping down from its management committee, that the forbearance agreement and stalking horse bid were negotiated by counsel, that any issue regarding the stalking horse bid's funding was resolved prior to the auction, that S&S was entitled to credit bid at the auction, that the revaluation of the assets at auction applied equally to both bidding parties, that the sale procedures permitted ex parte communication, and, finally, that S&S's bid was superior to Mission's. The First Circuit sees no clear error and agrees that S&S is a good faith purchaser. The second prong of the good faith purchaser definition requires the buyer to have purchased the property "for value." If a purchaser buys in good faith at a fairly-conducted auction, paying the auction price is sufficient evidence of having paid value. This turns the inquiry primarily back to the issue of good faith, id., which ends the Court’s second-prong inquiry because they have already affirmed the bankruptcy court's finding that S&S purchased in good faith. The First Circuit concludes that S&S is a good faith purchaser entitled to the protection of section 363(m). Mission's remaining challenges to the sale order are therefore rendered statutorily moot. A full-text copy of the First Circuit's Decision dated Jan. 12, 2018 is available at https://is.gd/4csI53 from Leagle.com. Robert J. Keach -- rkeach@bernsteinshur.com -- with whom Lindsay K.Z. Milne and Bernstein, Shur, Sawyer & Nelson, P.A. were on brief, for appellant/cross-appellee. Christoper M. Desiderio with whom Daniel W. Sklar and Nixon Peabody LLP were on brief, for appellee/cross-appellant Old Cold LLC. Christoper M. Candon -- ccandon@sheehan.com -- with whom Sheehan Phinney Bass & Green PA was on brief, for appellee/cross-appellant Schleicher & Stebbins Hotels LLC. About Old Cold, LLC Based in Portsmouth, New Hampshire, Old Cold, LLC, is a material innovation company, with the front-facing brands of Coolcore and Dr. Cool. Coolcore, the global leader in chemical-free cooling fabrics, has partnerships to develop fabrics for consumer brands throughout the world. Dr. Cool is a consumer goods brand based on the foundation of chemical-free cooling products. Old Cold filed for Chapter 11 bankruptcy protection (Bankr. D.N.H. Case No. 15-11400) on Sept. 1, 2015. The Debtor is represented by Daniel W. Sklar, Esq., Christopher Desiderio, Esq., and Christopher Fong, Esq., at Nixon Peabody LLP. OLD COLD: Liable for Prepetition Damages to Mission --------------------------------------------------- The U.S. Court of Appeals, First Circuit, affirms the decision of the bankruptcy court ruling in favor of Debtor Tempnology, LLC, n/k/a Old Cold LLC, in the appeals case captioned MISSION PRODUCT HOLDINGS, INC., Appellant, v. TEMPNOLOGY, LLC, n/k/a Old Cold LLC, Appellee, No. 16-9016 (1st Cir.). Generally speaking, when a company files for protection under Chapter 11 of the Bankruptcy Code, the trustee or the debtor-in-possession may secure court approval to "reject" any executory contract of the debtor, meaning that the other party to the contract is left with a damages claim for breach, but not the ability to compel further performance. When the rejected contract, however, is one "under which the debtor is a licensor of a right to intellectual property," the licensee may elect to "retain its rights . . . to such intellectual property," thereby continuing the debtor's duty to license the intellectual property. In this case, Tempnology -- a debtor-in-possession seeking to reorganize under Chapter 11 -- rejected an agreement giving certain marketing and distribution rights to Mission Product Holdings, Inc. The parties agree that Mission can insist that the rejection not apply to nonexclusive patent licenses contained in the rejected agreement. They disagree as to whether the rejection applies to the agreement's grants of a trademark license and of exclusive rights to sell certain of Debtor's goods. In the case of the trademark license, resolving that disagreement poses for this circuit an issue of first impression concerning which other circuits are split. What is at issue for these parties, practically speaking, is whether to classify as pre-petition or post-petition liability any damages caused by Debtor's failure to honor its executory obligations during the two-year Wind-Down Period. Here, the First Circuit agrees with the bankruptcy court that the rejection left Mission with only a pre-petition damages claim in lieu of any obligation by Debtor to further perform under either the trademark license or the grant of exclusive distribution rights. A copy of the First Circuit's Jan. 12, 2018 Decision is available at https://is.gd/SgGTgI from Leagle.com. Robert J. Keach -- rkeach@bernsteinshur.com -- with whom Lindsay K.Z. Milne and Bernstein, Shur, Sawyer & Nelson, P.A. were on brief, for appellant. Lee A. Harrington -- lharrington@nixonpeabody.com. -- with whom Daniel W. Sklar and Nixon Peabody LLP were on brief, for appellee. About Old Cold, LLC Based in Portsmouth, New Hampshire, Old Cold, LLC, is a material innovation company, with the front-facing brands of Coolcore and Dr. Cool. Coolcore, the global leader in chemical-free cooling fabrics, has partnerships to develop fabrics for consumer brands throughout the world. Dr. Cool is a consumer goods brand based on the foundation of chemical-free cooling products. Old Cold filed for Chapter 11 bankruptcy protection (Bankr. D.N.H. Case No. 15-11400) on Sept. 1, 2015. The Debtor is represented by Daniel W. Sklar, Esq., Christopher Desiderio, Esq., and Christopher Fong, Esq., at Nixon Peabody LLP. PELICAN REAL ESTATE: Trustee Selling Torok Pool for $100K --------------------------------------------------------- Maria Yip, the liquidating trustee for Pelican Real Estate LLC, asks the U.S. Bankruptcy Court for the Middle District of Florida to authorize the sale procedures in connection with the sale of all or substantially all of the Liquidating Trustee's right, title, and interest in the Torok Pool, consists of 126 distressed real estate loans, to U.S. Bank Trust National Association, as Trustee for American Homeowner Preservation Trust Series 2015A+ by AHP Capital Management, LLC, for $100,000, subject to higher and better offers. On the Effective Date of March 2, 2017 of the Debtor's Plan, the Smart Money Liquidating Trust came into existence, and the Liquidating Trust Assets -- including the property that is the subject of the Motion -- transferred to the Liquidating Trust. The Liquidating Trust is governed by the Liquidating Trust Agreement, and Yip is the Liquidating Trustee. The Liquidating Trust Agreement provides that the Liquidating Trustee shall, among other things, (a) liquidate the Liquidating Trust Assets, (b) take actions reasonably necessary or appropriate to effectuate and implement the terms of the Plan, and (c) exercise all powers vested in Debtors pursuant to the Bankruptcy Code as may be necessary to carry out the provisions of the Plan. The Liquidating Trust has an interest in a pool of distressed real estate loans, which are described in paragraphs 98 through 104 of the Examiner's Report. The property interests consist of 126 assets sold by Keith M. Aurzada, as receiver for James G. Temme, Stewardship Fund, LP, and/or other entities they controlled, in 2013 through a court-approved sale process to Toroklaw Equity Management Co. or an affiliate company, which the Liquidating Trustee has been informed were subsequently transferred to the Debtors. Financial records obtained by the Liquidating Trustee indicate that Debtor funds were used to purchase these assets ("Torok Pool"). Since the Effective Date, the Liquidating Trustee has investigated the market for -- and actively marketed -- the Torok Pools. She has received a highest and best offer of $100,000 for the sale of the Liquidating Trustee's right, title, and interest in the Torok Pool, "as is, where is," with no representations or warranties of any kind, to the Proposed Buyer. The Liquidating Trustee and the Proposed Buyer have entered into the Purchase and Sale Agreement, subject to higher and better offers and the Court's approval. The essential terms of the Agreement are: a. The sale price will be $100,000 or such higher and better offer accepted by the Seller in the event that the Liquidating Trustee receives a Qualifying Bid and conducts an auction. b. The Proposed Buyer has wired the Liquidating Trustee's counsel the full purchase price of $100,000, to be held as a deposit. c. The sale is contingent upon receiving Court approval. In order to assure the greatest recovery, the Liquidating Trustee continues to solicit offers for the sale of the Torok Pool, and asks the Court approves the Bidding Procedures. The salient terms of the Bidding Procedures are: a. Initial Bid: Equal to or greater than $110,000 b. Deposit: $55,000 made payable to "Broad and Cassel LLP Trust Account," to be held by the Liquidating Trustee's counsel c. Bid Deadline: 5:00 p.m. (ET) on the seventh day before the initial date set by the Court as the final hearing on the Motion d. Auction: TBD e. Bid Increments: $5,000 A copy of the Mortgage Loan Schedule, the Notice of Proposed Sale and the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Pelican_Real_695_Sales.pdf The Liquidating Trustee is not aware of any liens on, claims against, or interests of others in the Torok Pool. The only potential claims against or interests in the Torok Pool are those of Toroklaw Equity Management Co., Torok Law Equity Management Fund 1, LLC, Mark Torok, and/or any affiliated persons or entities given the structure of the acquisition of the Torok Pool and that bare title holder to the Torok Pool could be one of the Torok Entities. Her general lack of documentation concerning the acquisition of the Torok Pool and later transfer to one or more of the Debtor entities indicates that some undisclosed interest could be claimed by the Torok Entities. The Liquidating Trustee proposes to sell the Torok Pool free and clear of liens, claims, and interests of others who receive notice of this motion and hearing, with the liens, claims, and interests to attach to the proceeds. She asks that the Court sets a deadline of 5:00 p.m. (ET) on the seventh day before the initial date set by the Court as the final hearing to assert any claim as to the proceeds from the sale. Because the Liquidating Trustee was solely involved in the finding of the Proposed Buyer, there are no brokerage fees owed relating to sale proposed. This represents a substantial savings to the creditors and the estate. Finally, because of the need to close rapidly on the sale, the Liquidating Trustee submits that the circumstances warrant the elimination of the 14-day stay provided by Bankruptcy Rule 6004(h). The Purchaser: U.S. BANK NATIONAL ASSOCIATION c/o AHP Capital Managemenet, LLC Administrator 819 S. Wabash, Suite 606 Chicago, IL 60605 The Torok Entities: TOROKLAW EQUITY MANAGEMENT FUND I, LLC 806 Oriole Street Corpus Christi, TX 78418-5039 TOROKLAW EQUITY MANAGEMENT FUND II, LLC 13300 Old Blanco Road Suite 260 San Antonio, TX 78216 TOROKLAW EQUITY MANAGEMENT CO. 13300 Old Blanco Road Suite 260 San Antonio, TX 78216 About Pelican Real Estate Pelican Real Estate, LLC, and its eight affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 16-03817) on June 8, 2016. The petition was signed by Jared Crapson, president of SMFG, Inc., manager of Pelican Management Company, LLC. At the time of the filing, Pelican Real Estate listed under $50,000 in both assets and debt. The Debtors are represented by Elizabeth A. Green, Esq., at Baker & Hostetler LLP. The Debtors hired Bill Maloney Consulting as their financial advisor; Hammer Herzog and Associates P.A. as their accountant; and Pino Nicholson PLLC as their special counsel. Turnkey Investment Fund LLC, an affiliate of Pelican Real Estate LLC, hired Dance Bigelow Sharp & Co. as accountant. Guy Gebhardt, acting U.S. trustee for Region 21, on July 27, 2016, formed an official committee of unsecured creditors for Pelican Real Estate LLC's affiliates, Smart Money Secured Income Fund LLC and Accelerated Asset Group LLC. Maria Yip was appointed examiner in the case. She hired GrayRobinson, P.A., as her lead counsel; and Fikso Kretschmer Smith Dixon Ormseth PS as special counsel. On Feb. 15, 2017, the court entered an order confirming the Debtors' Second Amended Plan of Liquidation. The Plan became effective on March 2, 2017, at which time the Smart Money Liquidating Trust came into existence and Ms. Yip was named the liquidating trustee. PEREZ BROTHERS: Case Summary & 18 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Perez Brothers Transport, LLC PO Box 907 Montebello, CA 90640 Business Description: Perez Brothers Transport, LLC is a privately held trucking company in Montebello, California. Its principal place of business is located at 8981 Kendall Avenue, South Gate, CA 90280. Chapter 11 Petition Date: January 18, 2018 Court: United States Bankruptcy Court Central District of California (Los Angeles) Case No.: 18-10589 Judge: Hon. Vincent P. Zurzolo Debtor's Counsel: Michael Jay Berger, Esq. LAW OFFICES OF MICHAEL JAY BERGER 9454 Wilshire Blvd 6th Floor Beverly Hills, CA 90212-2929 Tel: 310-271-6223 Fax: 310-271-9805 E-mail: michael.berger@bankruptcypower.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Fernando Perez, managing member. A copy of the Debtor's list of 18 largest unsecured creditors is available for free at http://bankrupt.com/misc/cacb18-10589.pdf PES HOLDINGS: Case Summary & 50 Largest Unsecured Creditors ----------------------------------------------------------- Lead Debtor: PES Holdings, LLC 1735 Market Street, 11th Floor Philadelphia, PA 19103 Type of Business: Headquartered in Philadelphia, PA, PES owns an oil refining complex. The Philadelphia Energy Solutions Refining Complex operates two domestic refineries -- Girard Point and Point Breeze -- in South Philadelphia. The refinery processes approximately 335,000 barrels of crude oil per day (42 U.S. gallons per barrel). In addition to producing unbranded gasoline (87, 89 and 93 octane), PES also produces jet fuel, cleaner- burning diesel, petrochemicals, liquefied petroleum gas and sulfur in the Northeast. The company offers a variety of diesels, including ultra-low-sulfur diesel, non-road, heating oil, locomotive/marine and non-jet kerosene. PES employs over 1,000 people. PES is owned by The Carlyle Group and a subsidiary of Energy Transfer Partners, L.P. http://pes-companies.com/ Chapter 11 Petition Date: January 21, 2018 Affiliates that simultaneously filed Chapter 11 petitions: Debtor Case No. ------ -------- PES Holdings, LLC 18-10122 North Yard Financing, LLC 18-10123 North Yard GP, LLC 18-10124 North Yard Logistics, L.P. 18-10125 PES Administrative Services, LLC 18-10126 PES Logistics GP, LLC 18-10127 PES Logistics Partners, L.P. 18-10128 PESRM Holdings, LLC 18-10129 Philadelphia Energy Solutions Refining and Marketing 18-10130 Court: United States Bankruptcy Court District of Delaware (Delaware) Debtors' General Bankruptcy Counsel: James H.M. Sprayregen, P.C. Steven N. Serajeddini, Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Street Chicago, Illinois 60654 Tel: (312) 862-2000 Fax: (312) 862-2200 E-mail: james.sprayregen@kirkland.com steven.serajeddini@kirkland.com - and - Edward O. Sassower, P.C. Matthew C. Fagen, Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, New York 10022 Tel: (212) 446-4800 Fax: (212) 446-4900 E-mail: edward.sassower@kirkland.com matthew.fagen@kirkland.com Debtors' Local Bankruptcy Counsel: Laura Davis Jones, Esq. Timothy P. Cairns, Esq. Peter J. Keane, Esq. PACHULSKI STANG ZIEHL & JONES LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, Delaware 19899-8705 (Courier 19801) Tel: (302) 652-4100 Fax: (302) 652-4400 E-mail: ljones@pszjlaw.com tcairns@pszjlaw.com pkeane@pszjlaw.com Debtors' Financial Advisor: PJT PARTNERS LP Debtors' Restructuring Advisor: ALVAREZ & MARSAL NORTH AMERICA, LLC, Debtors' Notice & Claims Agent: RUST CONSULTING/OMNI BANKRUPTCY Web site: https://is.gd/DG6tpb Estimated Assets: $1 billion to $10 billion Estimated Liabilities: $1 billion to $10 billion Gregory G. Gatta, manager, signed the petitions. A full-text copy of PES Holdings' petition is available at: http://bankrupt.com/misc/deb18-10122.pdf List of Debtor's 50 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Anderson Construction Services Trade Payable $1,790,416 Attn: Ricke C. Foster, VP 6958 Torresdale Avenue Ste 300 Philadelphia, PA 19135 Tel: 215-331-7150 Fax: 215-332-8350 Email: rickf@andersonconstructionserv.com J J White Inc Trade Payable $1,505,889 Attn: Ed Purdy, Executive VP, CFO 5500 Bingham Street Philadelphia, PA 19120 Tel: 215-722-1000 Fax: 215-745-6229 Email: admin@jjwhiteinc.com CSX Transportation Trade Payable $1,344,207 Attn: Nathan D. Goldman, Executive VP and Chief Legal Officer 500 Water Street, 15th Floor Jacksonville, FL 32202 Tel: 904-359-3200 Fax: 904-359-2459 Sunoco Partners Marketing & Trade Payable $1,283,619 Terminal LP Attn: Joseph Colella, Senior VP 3801 West Chester Pike Newton Square, PA 19073 Tel: 866-248-4344 Matrix Service Industrial Trade Payable $1,266,406 Contractors, Inc. Attn: Kevin S. Cavanah, CFO 5100 E. Skelly Dr., Ste. 100 Tulsa, OK 74135-657 Tel: 918-838-8822 Email: legal@matrixservicecompany.com Trinity Industries Leasing Company Trade Payable $1,215,666 Attn: Tom Jardine 2525 Stemmons Freeway Dallas, TX 75207 Tel: 214-631-4420 Thyssenkrupp Safway Inc Trade Payable $1,201,624 Attn: General Manager 10 Industrialhighway Ms #24 Suite 2 Lester, PA 19113 Tel: 913-281-7927; 610-362-0302 Fax: 610-586-5896 Nooter Construction Co Trade Payable $1,154,154 Attn: Bernie Wicklein, President 6 Neshaminy Interplex Suite 300 Trevose, PA 19053 Tel: 215-638-7474 Fax: 215-638-8080 Email: sales@nooter.com BNSF Railway Company Trade Payable $1,080,216 Attn: Ms. Julie A. Piggott, CFO, Executive VP and Director 2650 Lou Menk Drive Fort Worth, TX 76131 Tel: 800-795-2673 Fax: 817-352-2399 Jacobs Engineering Trade Payable $995,524 Attn: Steve Demetriou, CEO 1880 Waycross Road Cincinnati, OH 45240 Tel: 513-595-7500 Fax: 513-595-7860 Email: contactus@jacobs.com Mechanical Dynamics & Analysis Trade Payable $994,257 Attn: John Vanderhoef, President and CEO 19 British American Blvd Latham, NY 12110 Tel: 518-399-3616 Fax: 518-399-3929 Email: Info@MDAturbines.com Simpson & Brown, Inc Trade Payable $830,862 Attn: Thatcher Simpson, President 119 North Ave West Cranford, NJ 07016 Tel: 908-276-2776 Fax: 908-272-2627 Email: info@simpsonandbrown.com Brand Insulation Services Trade Payable $823,328 Attn: General Manager 32 Iron Side Court Willingboro, NJ 08046 Tel: (856) 467-2850 Fax: 770-514-0285 Email: info@beis.com Diversified Company Trade Payable $740,900 Attn: General Manager 200 Clarendon Boston, MA 02116 CM Towers Inc Trade Payable $700,026 Attn: Dennis R Moran, President & CEO 21 Commerce Drive Cranford, NJ 07016-3507 Tel: 973-257-1446 WR Grace & Co-Conn Trade Payable $627,038 Attn: Thomas Blaser, Senior Vice President and CFO 7500 Grace Drive Columbia, MD 21044 Tel: 410-531-4000 Fax: 410-531-4367 Sumter Transport Company Trade Payable $576,530 Attn: Bill Clarke, CFO 170 S. Lafayette Blvd Sumter, SC 29150 Tel: 803-775-1002 Fax: 803-778-0118 Email: bill.clarke@sumtertransport.com Kirk Erectors, Inc. Trade Payable $528,224 Attn: Charles K. Ellison, President 150 Capital Drive Suite 260 Golden, CO 80401 Tel: 303-376-6208 Fax: 303-376-6209 Email: info@kirkerectors.com W & K Welding & Tank Erectors Trade Payable $499,473 Attn: Wilburn Williams, President P.O. Box 13 1000 Union Landing Rd Riverton, NJ 08077 Tel: 856-764-1210 Fax: 856-786-1993 Email: information@wktank.com General & Mechanical Contractors Trade Payable $483,906 Attn: John Grasso, Owner 408 Southgate Court Mickleton, NJ 08056 Tel: 856-423-5859 Fax: 856-423-8771 Email: jgrasso@genmech.net Trico Lift A Division Of Blue Line Trade Payable $459,687 Attn: Chris Carmolingo 1101 Wheaton Ave Millville, NJ 08332 Tel: 856-776-2350 Fax: 856-776-2365 H T Sweeney & Son Inc Trade Payable $455,106 Attn: Terry Sweeney 308 Dutton Mill Road Brookhaven, PA 19015-1197 Tel: 610-872-8896 Fax: 610-874-6730 Email: tsweeney@htsweeney.com Allstate Power Vac Inc Trade Payable $441,497 Attn: Daniel Coon, Vice President and CFO 928 East Hazelwood Avenue Rahway, NJ 07065 Tel: 732-815-0220 Fax: 732-815-9892 Email: MARKETING@ACVENVIRO.COM Handex Consulting & Trade Payable $355,330 Remediation, LLC Attn: Andy Shoulders, President and COO 1350 Orange Ave. Suite 101 Winter Park FL 32789 Tel: 609-336-2590 Fax: 609-336-2589 Belco Technologies Corp Trade Payable $352,732 Attn: General Manager 9 Entin Road Parsippany, NJ 07054 Tel: 973-884-4700 Fax: 973-884-4775 Archer Daniels Midland Company Trade Payable $342,046 Attn: General Manager 4666 Faries Parkway Decatur, IL 62526 Tel: 217-424-5200 Fax: 217-424-5200 Elliott Company Trade Payable $300,100 Attn: General Manager P.O. Box 951519 Cleveland, OH 44193 Tel: 330-656-3930 Fax: 330-653-8505 Veolia North America Regeneration Trade Payable $297,712 Attn: Steve Hopper, President North America Regeneration Services 4760 World Houston Pkwy Ste 100 Houston, TX 77032 Tel: 888-983-6542 Teco Westinghouse Motor Company Trade Payable $285,067 Attn: Vincent Tang, President 5100 North IH-35 Round Rock, TX 78681 Tel: 800-451-8798 Fax: 512-255-4141 Infineum USA LP Trade Payable $278,294 Attn: General Manager 1900 E. Linden Avenue PO Box 735 Linden, NJ 07036 Tel: 800-654-1233 Fax: 908-474-6117 Brenntag Northeast Inc Trade Payable $272,526 Attn: General Manager 81 W. Huller Lane Reading PA, 19605 Tel: 610-926-6100 Fax: 610-916-3782 Email: BNEReadingCS@brenntag.com Fleetwood Industrial Products Trade Payable $266,741 Attn: General Manager 11 Creek Parkway Boothwyn, PA 19061 Tel: 610-859-8951 Fax: 610-859-8957 Haldor Topsoe Inc Trade Payable $265,263 Attn: General Manager 17629 Elcamino Real Houston, TX 77058 Tel: 281-228-5000 Fax: 281-228-5019 Email: postmaster@topsoe.com Chalmers & Kubeck Inc Trade Payable $238,245 Attn: Dennis Kubeck, President 150 Commerce Drive Aston, PA 19014 Tel: 610-494-4300 Fax: 610-485-1484 Email: info@candk.com Team Industrial Services Inc Trade Payable $218,013 Service Painting Inc Trade Payable $212,310 Johnson Matthey Process Trade Payable $211,038 Amquip Crane Rental, LLC Trade Payable $194,679 Email: robert.schiller@amquip.com Honeywell Trade Payable $189,102 Sulzer Pump Services (US) Inc Trade Payable $188,852 Exxonmobil Catalyst Trade Payable $185,134 Technologies LLC ZeroChaos Trade Payable $171,266 Email: service@zerochaos.com Univar USA Inc Trade Payable $170,746 Kellogg Brown & Root Inc Trade Payable $169,984 Piping Technology & Products, Inc. Trade Payable $167,961 Email: info@pipingtech.com Lucknow Highspire Terminals Inc Trade Payable $163,956 GE International Inc Trade Payable $160,979 US Environmental Inc Trade Payable $156,425 Email: info@usenv.com American Railcar Leasing, LLC Trade Payable $147,510 Email: Tim.Johnson@SMBCRail.com Ferguson Enterprises #1300 Trade Payable $145,619 PETROLEUM GEO-SERVICES: Bank Debt Trades at 16.17% Off ------------------------------------------------------ Participations in a syndicated loan under which Petroleum Geo-Services ASA [PGS] is a borrower traded in the secondary market at 83.83 cents-on-the-dollar during the week ended Friday, January 12, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 0.60 percentage points from the previous week. Petroleum Geo-Services ASA [PGS] pays 250 basis points above LIBOR to borrow under the $400 million facility. The bank loan matures on Mar. 19, 2021 and Moody's Caa2 rating and Standard & Poor's CCC+ rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended January 12. PETSMART INC: Bank Debt Trades at 18.84% Off -------------------------------------------- Participations in a syndicated loan under which Petsmart Inc is a borrower traded in the secondary market at 81.16 cents-on-the-dollar during the week ended Friday, January 12, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 1.80 percentage points from the previous week. Petsmart Inc pays 475 basis points above LIBOR to borrow under the $4.246 billion facility. The bank loan matures on Mar. 10, 2022 and Moody's Ba3 rating and Standard & Poor's CCC+ rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended January 12. PRINCESS MILL: Case Summary & 2 Unsecured Creditors --------------------------------------------------- Debtor: Princess Mill Properties, LLC 4220 La Grande Princess Christiansted, VI 00820 Business Description: Princess Mill Properties, LLC is a privately held real estate company based in Christiansted, Virgin Island. It is a small business Debtor as defined in 11 U.S.C. Section 101(51D). Chapter 11 Petition Date: January 21, 2018 Case No.: 18-10001 Court: United States Bankruptcy Court District Court of the Virgin Islands (St. Croix) Debtor's Counsel: Benjamin A. Currence, Esq. BENJAMIN A. CURRENCE P.C. P.O. Box 6143 St. Thomas, VI 00804-6143 Tel: 340 775-3434 E-mail: currence@surfvi.com bencurrence@gmail.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Stacia Jung, sole member. A full-text copy of the petition, containing a list of the Debtor's two largest unsecured creditors, is available at: http://bankrupt.com/misc/vib18-10001.pdf RAMADA MORGANTOWN: Equity Partners HG Retained to Seek Buyer ------------------------------------------------------------ By authority of the U.S. Bankruptcy Court of the Northern District of West Virginia, Equity Partners HG has been retained to seek a buyer for the Ramada Morgantown Hotel and Conference Center ("The Hotel"). Built in 1974, The Hotel is located at the intersection on I-79 and I-68 on a knoll with beautiful 360-degree views. The property currently consists of a single tract, totaling 9.9 acres, but could be subdivided to create additional development opportunities. West Virginia University campus and stadium are less than 4 miles from the conference center. The Ramada Hotel and Conference Center has been family owned and operated since 1974. The hotel features 149 full service rooms, a large tavern and restaurant and 11 conference room/ballroom spaces for weddings and other events. Morgantown is a hotbed of growth, with one of the lowest unemployment rates in the nation for the past 5 years. It is the fastest growing city in West Virginia, and were it located in Pennsylvania, just a few miles to the north, it would be the fastest growing city in Pennsylvania. Morgantown's growth is expected to continue and likely accelerate. This site is located just outside the Morgantown city limits and is free of development entitlements, while still benefiting from public infrastructure: water, electric, gas, sewage, and public transportation. Nearby outdoor attractions include Cheat Lake and River, Lakeview Golf Resort & Spa, Ohio Pyle State Park, and Coopers Rock State Forest. Fred Cross, a Managing Director at Equity Partners HG, says that "This is an excellent opportunity to acquire a structurally sound hotel strategically located on major throughways within a vibrant economic region of the state. The property is also prime for mixed-use development including senior living, apartments, condominiums, or a medical center. Minimal improvements can make this an income producing property again." Equity Partners HG, formerly "Heritage Equity Partners", based in Easton, MD, provides investment banking services and has completed in excess of 500 engagements throughout the United States since 1988. REAL ALLOY: Obtains Court Approval on DIP Financing --------------------------------------------------- Real Alloy Holding, Inc., on Jan. 18, 2018, announced several operational updates. On Jan. 17, 2018, Real Alloy received final approval from the U.S. Bankruptcy Court for the District of Delaware for its DIP financing, which is the existing $265 million Real Alloy DIP facility provided by Bank of America and certain bondholders of the Company approved in November. This DIP financing allows Real Alloy to continue uninterrupted operations throughout the reorganization process, giving Real Alloy the authority to make payments to suppliers and service providers as well as to continue to pay employees wages, salaries and benefits. Real Alloy's DIP financing is entirely separate from the DIP financing provided to Real Industry, Inc. Significant Progress Made from Real Alloy Since Filing Since the filing of Chapter 11 in November 2017, Real Alloy has successfully negotiated contracts for 2018 production with several longstanding customers including major multinational automobile manufacturers and large-scale aluminum producers. The Company's average tenure on its relationship with these customers is over 20 years. Real Alloy has continued to work closely with its suppliers and critical vendors throughout this restructuring process, and has received strong support from customers and vendors alike. Strategic Review of Existing Operations As part of the Company's continued focus on rationalizing costs and improving efficiency, Real Alloy announced that it will cease operations at its Mt Pleasant, WI facility, which was acquired from Beck Aluminum at the end of 2016. Real Alloy expects to utilize available production capacity in nearby Indiana and Michigan facilities, and feels that shutting down the facility allows the business to better utilize production capacity and reduce overall capital needs. Real Alloy does not expect significant customer disruption as a result of the Mt. Pleasant closing and will handle customer needs from its other facilities. Real Alloy Sales Process Real Alloy continues to receive a significant amount of interest in its sales process and remains on track to receive multiple bids in line with the court approved bid deadline of January 31, 2018. Real Alloy does not expect any customer disruption as part of the sale. Management Comments Terry Hogan, President of Real Alloy, stated, "We have been very pleased with the progress made since our filing in November, and appreciate the support and patience of many of our customers, suppliers, and vendors throughout our restructuring. Given our strong liquidity position, the support from our customers and suppliers and the favorable spread prices, we believe we are well positioned for strong performance in the future. We look forward to completing our sale process with the right capital partner in the near future and continuing to grow our core operations in North America and Europe." Additional Information on the Chapter 11 Proceedings Court filings and other information related to the court-supervised proceedings are available at a website administered by the Company's claims agent, Prime Clerk, at https://cases.primeclerk.com/realindustry. Additional information on Real Alloy can be found at its Web site http://www.realalloy.com/ About Real Industry Inc. Real Industry, Inc. -- http://www.realindustryinc.com/-- is a Delaware holding company that operates through its subsidiaries. Its current business focus is supporting the performance of Real Alloy, an aluminum recycling company and its single largest operating business, and to make acquisitions of additional operating companies. The company regularly considers acquisitions of businesses that operate in undervalued industries, as well as businesses that it believes are in transition or are otherwise misunderstood by the marketplace. As a holding company, Real Industry relies on the operations of its subsidiaries and external financing sources for its liquidity needs. Real Industry, Inc., and eight affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-12464) on Nov. 17, 2017. The cases are pending before the Honorable Kevin J. Carey. The Debtors tapped Morrison & Foerster LLP as legal counsel; Saul Ewing Arnstein & Lehr LLP as co-counsel; Berkeley Research Group, LLC as financial advisor; Jefferies LLC as investment banker; and Prime Clerk as administrative advisor. The Ad Hoc Noteholder Group whose members include DDJ Capital Management, LLC, Osterweis Capital Management, HPS Investment Partners, LLC, Hotchkis & Wiley Capital Management, and Southpaw Credit Opportunity Master Fund L.P., hired Latham & Watkins LLP and Young Conway Stargatt & Taylor LLP to represent it in the Chapter 11 bankruptcy cases of Real Industry, Inc., and its affiliates. Andrew S. Vara, Acting U.S. Trustee for Region 3, appointed five creditors to serve on the Official Committee of Unsecured Creditors in the Chapter 11 cases of Real Industry, Inc., and its debtor-affiliates. The Committee hired Duane Morris LLP, as Delaware counsel, Brown Rudnick LLP, as co-counsel, Goldin Associates, LLC, as financial advisor, Stifel Nicolaus & Co., Inc., as investment banker. RENTECH INC: Sale of All Assets of Rentech WP Subsidiaries Approved ------------------------------------------------------------------- Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware authorized Rentech, Inc. and Rentech WP U.S., Inc. to sell (i) all or substantially all assets New England Wood Pellet, LLC ("NEWP"), a wholly-owned non-debtor subsidiary of Rentech WP, and the assets of NEWP's subsidiaries Schuyler Wood Pellet, LLC and Deposit Wood Pellet, LLC to Lignetics of New England, Inc. for $33 million; and (ii) all or substantially all of the assets of Fulghum Fibres, Inc., a wholly-owned non-debtor subsidiary of Rentech WP U.S. Inc., and the assets of Fulghum's subsidiaries Fulghum Fibres Florida, Inc. and Fulghum Fibres Collins, Inc. to FFI Acquisition, Inc. for $28 million. The objection to the Motion filed by the Official Committee of Unsecured Creditors related to the NEWP APA is resolved. Notwithstanding Bankruptcy Rule 6004(h), the Order will be effective and enforceable immediately upon its entry. About Rentech, Inc. Rentech, Inc., has 37 direct and indirect non-debtor subsidiaries in addition to Rentech WP U.S. Inc., which is a wholly owned direct subsidiary of Rentech. Rentech is a wood fibre processing company with three core businesses: (i) contract wood handling and chipping services; (ii) the manufacture and sale of wood pellets for the U.S. heating market; and (iii) the manufacture, aggregation, and sale of wood pellets for the utility and industrial power generation market. Rentech is effectively comprised of the following segments: (1) NEWP and its non-debtor subsidiaries; (2) Fulghum and its U.S. non-debtor subsidiaries; (3) the South American non-debtor subsidiaries of Fulghum; (4) Rentech, Inc.'s direct and indirect Canadian non-debtor subsidiaries; and (5)Rentech, Inc., Rentech WP, and all other direct and indirect U.S. non-debtor subsidiaries of Rentech, Inc. Rentech, Inc., and Rentech WP U.S. Inc. sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 17-12958) on Dec. 19, 2017. The Chapter 11 cases are being jointly administered for procedural purposes only pursuant to Bankruptcy Rule 1015(b). SAEXPLORATION HOLDINGS: Extends Kuukpik Joint Venture to 2020 ------------------------------------------------------------- SAExploration Holdings, Inc., has entered into an agreement to extend its joint venture with the Kuukpik Corporation to Dec. 31, 2020. The Kuukpik Corporation is an Alaskan Native Corporation that represents the Village of Nuiqsut and administers, on behalf of its shareholders, the surface rights in the Colville River Delta area of the North Slope of Alaska, including the Alpine oil field. The joint venture was formed on Nov. 19, 2012 for the purpose of performing contracts for the acquisition and development of geophysical and seismic data and for geophysical and seismic services and any and all related work anywhere on the North Slope of Alaska. Jeff Hastings, Chairman and CEO of SAE, commented, "We are very pleased to have the opportunity to work with such a highly valued partner for another three years. A dedication to positive interaction with the local community, social responsibility and a focus on uncompromising environmental stewardship have been and will continue to be the core principles of the partnership. We appreciate the confidence and support the Kuukpik Board and shareholders have demonstrated in SAE by agreeing to extend our joint venture." The key terms and conditions of the amended agreement remain unchanged to those of the original agreement. SAE's and Kuukpik's percentage ownership interests in the joint venture are 49% and 51%, respectively. Additional details and information regarding the agreement and its impact on SAE's accounting policies and procedures will be disclosed in SAE's filings with the Securities and Exchange Commission. About SAExploration Holdings Based in Houston, Texas, SAExploration Holdings, Inc. (NASDAQ:SAEX) -- ttp://www.saexploration.com/ -- is an internationally-focused oilfield services company offering a full range of vertically-integrated seismic data acquisition and logistical support services in Alaska, Canada, South America, and Southeast Asia to its customers in the oil and natural gas industry. In addition to the acquisition of 2D, 3D, time-lapse 4D and multi-component seismic data on land, in transition zones between land and water, and offshore in depths reaching 3,000 meters, the Company offers a full-suite of logistical support and in-field data processing services. The Company operates crews around the world that are supported by over 29,500 owned land and marine channels of seismic data acquisition equipment and other leased equipment as needed to complete particular projects. SAExploration reported a net loss attributable to the Company of $25.03 million for the year ended Dec. 31, 2016, a net loss attributable to the Company of $9.87 million for the year ended Dec. 31, 2015, and a net loss attributable to the Company of $41.75 million for the year Dec. 31, 2014. The Company's balance sheet at Sept. 30, 2017, showed $158.62 million in total assets, $143.33 million in total liabilities and $15.28 million in total stockholders' equity. * * * In June 2016, S&P Global Ratings lowered its corporate credit rating on SAExploration Holdings to 'CC' from 'CCC-'. At the same time, S&P lowered the issue-level rating on the company's senior secured notes to 'CC' from 'CCC-'. The outlook remains negative. The downgrade follows SAExploration's announcement that it plans to launch an exchange offer to existing holders of its 10% senior secured notes for shares of common equity and a new issue of second-lien notes. Following the rating action, S&P withdrew the corporate credit and issue-level ratings at the company's request. In September 2016, Moody's Investors Service withdrew SAExploration's 'Caa2' Corporate Family Rating and other ratings. Moody's withdrew the rating for its own business reasons, as reported by the TCR on Sept. 13, 2016. SAFE FLEET: S&P Assigns 'B' Corp. Credit Rating, Outlook Negative ----------------------------------------------------------------- S&P Global Ratings assigned its 'B' corporate credit rating on Belton, Mo.-based Safe Fleet Holdings LLC. The outlook is negative. S&P said, "At the same time, we assigned our 'B' issue-level rating and '3' recovery rating to the company's proposed first-lien credit facilities, which comprise a $50 million revolver due 2023 and a $410 million term loan due 2025. The '3' recovery rating indicates our expectation for meaningful (50%-70%; rounded estimate: 55%) recovery in a payment default scenario. "Additionally, we assigned our 'CCC+' issue-level rating and '6' recovery rating to the company's proposed $190 million second-lien term loan. The '6' recovery rating indicates our expectation for negligible (0%-10%; rounded estimate: 0%) recovery in a payment default scenario. "Our ratings and outlook on Safe Fleet reflect the company's very high debt leverage following its acquisition by new financial sponsor Oak Hill. Specifically, we estimate that Safe Fleet's adjusted debt-to-EBITDA will increase to over 7.4x from 4.5x as of Sept. 30, 2017. Our ratings and outlook also reflect the potential that the company's credit measures may stagnate or deteriorate further as management undertakes additional debt-funded acquisitions. The company's weak credit measures are partially offset by its favorable original equipment manufacturer (OEM)/aftermarket sales mix, which should allow Safe Fleet to benefit from continued maintenance spending on the U.S.' aging vehicle fleets. Our ratings are supported by the company's record of expanding both its top-line and EBITDA margins by improving its strategic sourcing, expanding into the higher-margin video services business, and undertaking mergers and acquisitions (M&A). We believe that Safe Fleet could maintain its healthy profitability over the next 12 months. "The negative outlook on Safe Fleet reflects the one-in-three chance that we will lower our ratings on the company over the next year if it is unable to substantially reduce its debt leverage to more appropriate levels for the current rating (specifically adjusted debt-to-EBITDA of 6.5x). Under our base-case scenario, we expect that the company will reduce its debt over the next year while its liquidity remains adequate with minimal risk of a financial covenant violation. "We could lower our ratings on Safe Fleet over the next 12 months if its adjusted debt-to-EBITDA remains above 6.5x on a sustained basis. This could occur if, for instance, there is a significant decline in the company's revenue because of an economic downturn, an unforeseen drop in demand from its end markets, or if it encounters difficulties that lead to delays in the fulfillment of its customers' orders. This could also occur if substantial debt-funded acquisitions or shareholder rewards cause Safe Fleet's credit measures to remain stagnant or deteriorate despite its solid operational performance. "Although unlikely in the next year given our leverage forecast, we could revise our outlook on Safe Fleet to stable if its adjusted debt-to-EBITDA declines below 6.5x and remains at that level. This could occur if the company exhibits stronger-than-expected revenue growth and improved EBITDA margins, allowing it to generate a higher-than-expected level of free cash flow to reduce its debt. In addition, we would need the company's financial sponsor to commit to begin repaying its debt. To raise our rating, we would expect the company to demonstrate a commitment to sustain its leverage below 5x even when incorporating acquisitions." SAM WYLY: Has Thru 2018 to Make Advances Under Rosemary Ranch Order ------------------------------------------------------------------- Judge Harlin DeWayne Hale of the U.S. Bankruptcy Court for the Northern District of Texas authorized Samuel Evans Wyly to continue to make advances under the terms set forth in the Rosemary Ranch Order but in a reduced aggregate amount not to exceed $420,000 for 2018. On March 17, 2015, the Debtor filed his Motion for an Order Approving (a) Process for the Sale of Real Property and Improvements Indirectly Owned in Part by the Debtor and (b) Related Estate Funding Under 11 U.S.C. Section 105 and 363 which the Court granted on May 22, 2015. On March 25, 2016 the Rosemary Ranch Order was amended to extend the Debtor's authority to continue to make such advances under the terms set forth in the Rosemary Ranch Order through the end of 2016, and again amended on Dec. 14, 2016 to extend through the end of 2017. The Debtor desires to clarify that he has Court authorization to continue to make such advances under the terms set forth in the Rosemary Ranch Order. The Rosemary Ranch Order is modified solely as set forth in the Order. From bankruptcy estate funds, the Debtor in his capacity as DIP is authorized to loan to the Ranch LLCs on the same terms as set forth in the Amended Ranch Budget and the Rosemary Ranch Order but in a reduced aggregate amount not to exceed $420,000 for 2018 to fund the operations and maintenance of the Ranch through 2018. All other terms and conditions in the Rosemary Ranch Order remain in effect except that Ranch Manager Mr. Jay Yeary will receive 1% of the sale proceeds at the closing of a sale of the Ranch in lieu of severance About Sam Wyly Sam Wyly is a lifelong entrepreneur and author. His first book, 1,000 Dollars & An Idea, is a biography that tells his story of creating and building companies, including University Computing, Michaels Arts & Crafts, Sterling Software, and Bonanza Steakhouse. His second book, Texas Got It Right!, co-authored with his son, Andrew, was gifted to roughly 450,000 students and teachers, thought leaders, and readers, and continues to be a best-seller in its Amazon category. Samuel Wyly filed for Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 14-35043) on Oct. 19, 2014, weeks after a judge ordered him to pay several hundred million dollars in a civil fraud case. In September 2014, a federal judge ordered Mr. Wyly and the estate of his deceased brother to pay more than $300 million in sanctions after they were found guilty of committing civil fraud to hide stock sales and nab millions of dollars in profits. On Dec. 2, 2014, the Court appointed an official committee of unsecured creditors in the Case. SERTA SIMMONS: Bank Debt Due 2023 Trades at 6.62% Off ----------------------------------------------------- Participations in a syndicated loan due 2023 under which Serta Simmons Bedding LLC Industrial is a borrower traded in the secondary market at 93.38 cents-on-the-dollar during the week ended Friday, January 12, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 2.33 percentage points from the previous week. Serta Simmons Bedding LLC pays 350 basis points above LIBOR to borrow under the $1.950 billion facility. The bank loan matures on Nov. 8, 2023 and carries Moody's B2 rating and Standard & Poor's B rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended January 12. SERTA SIMMONS: Bank Debt Due 2024 Trades at 13.83% Off ------------------------------------------------------ Participations in a syndicated loan due 2024 under which Serta Simmons Bedding LLC is a borrower traded in the secondary market at 86.17 cents-on-the-dollar during the week ended Friday, January 12, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 1.37 percentage points from the previous week. Serta Simmons Bedding LLC pays 800 basis points above LIBOR to borrow under the $450 million facility. The bank loan matures on Nov. 8, 2024 and Moody's Caa1 rating and Standard & Poor's CCC+ rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended January 12. SHAW TRUCKING: Action Center Buying 2015 Vantage Trailer for $39K ----------------------------------------------------------------- Shaw Trucking, Inc., asks the U.S. Bankruptcy Court for the Eastern District of Texas to authorize the sale of 2015 Vantage Trailer, VIN 4E7AA3925FATA5006, to Action Center for $39,000, subject to higher and better bids. Objections, if any, must be filed within 21 days from the date the Motion was served. The Debtor maintains a number of trucks and trailers. The Debtor currently does not need the Property to operate. Simmons Bank has a lien against the Property for approximately $27,654. The Debtor has received an offer from the Buyer to purchase the Property for $39,000. It desires to sell the Property and clear of all liens claims and encumbrances. The sale will be subject to higher and better bids. The Debtor believes that the sale of the Property is in the best interests of the bankruptcy estate as it will allow the Debtor to realize immediate funds to file its Plan to repay all creditors on a expedited basis. About Shaw Trucking Shaw Trucking, Inc., is a trucking company primarily for hauling sand and gravel. Shaw Trucking sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Case No. 17-42849) on Dec. 28, 2017. Billy Shaw, its president, signed the petition. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. SHERIDAN INVESTMENT: Bank Debt Trades at 18.67% Off --------------------------------------------------- Participations in a syndicated loan under which Sheridan Investment Partners I LLC is a borrower traded in the secondary market at 81.33 cents-on-the-dollar during the week ended Friday, January 12, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 1.61 percentage points from the previous week. Sheridan Investment Partners I LLC pays 350 basis points above LIBOR to borrow under the $741 million facility. The bank loan matures on Oct. 1, 2019 and Moody's Caa3 rating and Standard & Poor's B rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended January 12. SHIEKH SHOES: Sets Bidding Procedures for All Assets ---------------------------------------------------- Shiekh Shoes, LLC, asks the U.S. Bankruptcy Court for the Central District of California to authorize the bidding procedures in connection with the marketing and potential sale of all its assets by auction. A hearing on the Motion is set for Jan. 25, 2018 at 11:00 a.m. Objections, if any, must be filed at least one day prior to the hearing. Various challenges relating to particular investments the Debtor made in connection with its operations, declining store revenues due to the rise of e-commerce, the generally weakening retail environment (among other financial and operational issues), have made it increasingly difficult for the Debtor to turn a profit in recent years. As a result, with a growing liquidity crisis, and a need for reorganization, the Debtor filed the chapter 11 case. The Debtor commenced the reorganization case in order to pursue implementation of a restructuring of its operations, leases, and debt. As it continues its efforts to reorganize and promulgate a plan of reorganization, the Debtor is asking authority to work with the Committee to market investment opportunities in the Debtor. To preserve resources and maximize efficiency, and with the agreement of the Committee, the Debtor intends to utilize the Committee's financial advisor, Province, Inc., to serve as the primary contact person for the Marketing Process. The Debtor's primary assets include: (1) inventory; (2) fixtures, furniture, and equipment; (3) trademarks and various intellectual property; and (4) leasehold interests. Among the means of achieving its restructuring goals is the Debtor's pursuit of inventory clearance/store closing sales and the rejection of various leases. To this end, on Nov. 29, 2017, it filed an emergency "first day" motion to authorize it to conduct the Store Closing Sales at 31 of its stores through the holiday season. These are the stores the Debtor determined, at that time, needed to be closed, following the inventory clearance sales, subject to continuing operations at certain stores based on agreements that have now been reached with landlords. The Debtor also filed two separate motions relating to the rejection of multiple leases. First, on Nov. 29, 2017, the Debtor filed a motion to reject two store leases, in San Diego, California, and Portland, Oregon, respectively. On Dec. 1, 2017, the Court entered an order granting that motion. Second, on Dec. 6, 2017, the Debtor filed a motion for an order authorizing the Debtor to reject a number of leases identified in that motion pursuant to a proposed notice procedure. Following various objections raised by certain landlords and the Committee, the Debtor reached an agreement with the Committee and certain landlords regarding the rejection of certain of those leases and a procedure for the rejection of other leases subject to that motion. On Dec. 27, 2017, the Debtor and the Committee entered into a stipulation documenting their agreement. The Court approved the Lease Rejection Stipulation on Jan. 10, 2018, pursuant to which the Debtor rejected 11 leases that it identified. On Jan. 16, 2018, pursuant to the procedures in the Lease Rejection Stipulation, the Debtor filed and served notices of lease rejection with respect to two additional leases. Further, since commencement of the case, the Debtor has engaged in discussions and negotiations with its landlords. In this regard, the Debtor retained DJM Realty Services, LLC, doing business as Gordon Brothers Real Estate, to assist the Debtor with such negotiations in the hope of restructuring and mitigating landlord claims, as well as to develop exit strategies with respect to the leases intended for rejection. To date, the Debtor has reached agreements for lease modifications or rent reductions with various landlords. The Debtor recently began working with its professionals and the Committee and its professionals to develop the proposed Marketing Process. The Sale Parties intend to focus marketing efforts on a targeted, limited group of approximately 30 strategic and financial investors with the means and potential interest in investing in the Debtor and/or acquiring the Debtor's assets. Upon entry of an order approving the Bid Procedures, the Sale Parties will provide targeted parties with a short "teaser" providing information regarding the Debtor's business, assets, and financials, as well as a copy of the bid procedures. The Sale Parties will then follow-up and respond to requests for information by the targeted parties. The the Debtor proposes to proceed on the following timeline: a. Feb. 8, 2018: The Deadline for the Debtor to serve notice of proposed cure amounts, and the potential assumption and assignment of leases and contracts, to counterparties. b. Feb. 18, 2018: Deadline for contract and lease counterparties to object to the assumption and assignment of their contract or lease (on any grounds other than adequate assurance of future performance) and the cure amount set forth by the Debtor in the cure notice. c. Feb. 18, 2018: Deadline for parties to object to the Sale of substantially all of the Debtor's Assets on the terms similar to those set forth in the form APA appended to the Bidding Procedures The Debtor proposes to sell the Assets free and clear of liens, claims and encumbrances, and contemplates the sale may entail the assumption and assignment of certain executory contracts and unexpired leases in connection therewith. It retains the right to discontinue the marketing and sale process at any time. The salient terms of the Bidding Procedures the Debtor developed together with the Committee are: a. Bid Deadline: Feb. 20, 2018 b. Good Faith Deposit: A cash deposit equal to 10% of the gross consideration payable at closing c. Baseline Bids: Qualified Bidders that have submitted Qualified Bids are eligible to participate in the Auction. The Sale Parties will select what they determine to be the highest and/or otherwise best Qualified Bid or combination of Qualified Bids for any portion of the Assets to serve as the starting point at the Auction taking into account all relevant considerations, including the financial condition of the applicable bidder and certainty of closing. d. Auction: If more than one Qualified Bid is received by the Bid Deadline, the Debtor will conduct the Auction. The Auction will take place at the offices of the Debtor's counsel, on Feb. 23, 2018 at 10:00 a.m. (PT) or such other time and place as the Debtor may notify Qualified Bidders who have submitted Qualified Bids. e. Bid Increments: $100,000 f. Sale Hearing: March 1, 2018 A copy of the Agreements, the Bidding Procedures and the Notices attached to the Motion is available for free at: http://bankrupt.com/misc/Shiekh_Shoes_334_Sales.pdf Additionally, the Debtor, as part of a Sale Transaction, may assume and assign Assumed and Assigned Agreements. By no later than Feb. 8, 2018, the Debtor will file a schedule of cure obligations for its executory contracts and unexpired leases. The Debtor proposes that any objections to the assumption and assignment of any executory contract or unexpired lease identified on the Cure Schedule, must be filed by Feb. 18, 2018. The Debtor proposes that the deadline for objecting to approval of a Sale of substantially all of the Debtor's Assets on terms similar to those set forth in the form APA will be 4:00 p.m. (PT) on Feb. 18, 2018. In addition, within one day after entry of the Bidding Procedures Order, the Debtor will serve the Auction and Hearing Notice upon all Notice Parties. The Debtor asks that, in the event that the Successful Bid is a liquidation transaction, any order approving a liquidation transaction includes a provision that specifically waives the Debtor's or its future agent's obligation to comply with any state or local laws restricting store closing, going out of business, or similar sales. Certain of the Debtor's leases governing the premises of the stores subject to any Liquidation Transaction may contain provisions purporting to restrict or prohibit it from conducting store closing, liquidation, or similar sales. Thus, to the extent that such provisions or restrictions exist in any of the leases of the stores subject to any Liquidation Transaction, it asks that the Court authorizes the Debtor and/or the Successful Bidder to conduct any liquidation sales without interference by any landlords or other persons affected, directly or indirectly, by the liquidation sales. Certain states in which it operates also have laws and regulations that require the Debtor to pay an employee substantially contemporaneously with his or her termination. To the extent that a Liquidation Transaction results in a significant number of employees being terminated, the Debtor respectfully submits that it should be granted relief from the Fast Pay Laws. Finally, the Debtor respectfully asks that the Court waives the 14-day stay requirements contained in Bankruptcy Rules 6004(h) and 6006(d). About Shiekh Shoes 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. Cal. Case No. 17-24626) on Nov. 29, 2017. Shiekh E. Ellahi, its chief executive officer, signed the petition. At the time of the filing, the Debtor estimated assets and liabilities of $50 million to $100 million. Judge Vincent P. Zurzolo presides over the case. The Debtor tapped SulmeyerKupetz, APC as its legal counsel; DJM Realty Services, LLC as real estate lease consultant; and KGI Advisors, Inc. as its financial advisor. On Dec. 11, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The Committee is represented by Cooley LLP. SKILLSOFT CORP: Bank Debt Trades at 11.50% Off ---------------------------------------------- Participations in a syndicated loan under which Skillsoft Corp is a borrower traded in the secondary market at 88.50 cents-on-the-dollar during the week ended Friday, January 12, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.62 percentage points from the previous week. Skillsoft Corp pays 825 basis points above LIBOR to borrow under the $185 million facility. The bank loan matures on April 28, 2022 and Moody's Caa3 rating and Standard & Poor's CCC rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended January 12. SLATER STEELS: Joslyn Liable for 75% of All Future Cleanup Costs ---------------------------------------------------------------- The case captioned VALBRUNA SLATER STEEL CORPORATION and FORT WAYNE STEEL CORPORATION, Plaintiffs, v. JOSLYN MANUFACTURING COMPANY, JOSLYN CORPORATION and JOSLYN MANUFACTURING COMPANY, LLC, Defendants, Case No. 1:10-CV-044 JD (N.D. Ind.) arises under the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"). In response to a cost recovery claim filed by Valbruna Slater Steel Corporation and Fort Wayne Steel Corporation, Joslyn Manufacturing Company, Joslyn Corporation, and Joslyn Manufacturing Company, LLC, filed a contribution counterclaim under sectoin 113(f). The Court heard that counterclaim in Phase II of a bench trial on June 12, 2017. This environmental litigation has endured for more than seven years. To summarize, Valbruna owns a contaminated steel processing site, which it has spent a considerable sum to remediate. To recover its cleanup expenses under section 107(a), it sued Joslyn, which used to own the site for fifty plus years. The Court adjudicated that claim at Phase I of trial, finding Joslyn strictly liable to Valbruna for $2,029,871.09 in costs. The Court further disallowed $181,380.83 in costs, determining that they were not necessary and/or were not consistent with the National Contingency Plan. The resolution of that claim does not, however, end this matter. A defendant in a section 107(a) suit can "blunt any inequitable distribution of costs by filing a section 113(f) counterclaim," which requires "the equitable apportionment of costs among the liable parties, including the PRP that filed the section 107(a) action." Joslyn took such a course here, thereby requiring it to bear the burden of proof in demonstrating an entitlement to contribution. Since the parties agree that the prima facie case has been satisfied as to liability under section 107 [DE 161], it remains only for the Court to equitably allocate costs under section 113(f). To that end, the Court held Phase II of trial on contribution issues on June 12, 2017. Based upon its consideration of the testimony at trial and the other evidence submitted by the parties, the Court now enters the following conclusions of law and findings of fact. These are some of the facts stipulated by the parties: 1. From 1928 to 1981, Joslyn owned property located at what is presently identified as 2302 and 2400 Taylor Street f/k/a 1701 McKinley Avenue in Fort Wayne, Indiana (collectively, Site) and operated a steel manufacturing facility on the Site (Steel Facility) for all of those years. 2. On February 2, 1981, Joslyn sold the Site and Steel Facility to Slater Steel Corporation. 3. In June 2003, Slater filed a Chapter 11 bankruptcy petition in the U.S. Bankruptcy Court for the District of Delaware. 4. The soil and groundwater at and around the Site are contaminated with numerous hazardous substances, including chlorinated organic chemicals (e.g., TCE), semi-volatile organic chemicals, heavy metals, PCBs and radioactive elements related to historical operations at the Site. 5. Valbruna acquired the Site in April 2004 following an auction conducted as part of the Slater Bankruptcy. 6. FWSC acquired that portion of the Site presently identified as 2302 Taylor Street (2302 Property), and VSSC acquired that portion of the Site presently identified as 2400 Taylor Street. 7. In April 2004, Valbruna and the Indiana Department of Environmental Management (IDEM) entered into a Prospective Purchasers Agreement (PPA), which required Valbruna to spend approximately $1 million on Site investigation and remediation work in response to pre-existing contamination at and from the Site. Valbruna contributed $500,000 of the $1 million. Based upon its consideration of the testimony at trial and the other evidence submitted by the parties, the Court determines that from the $2,029,871.09 in costs recoverable under section 107(a), the Court deducts the $500,000 associated with Valbruna's escrow contribution (even if the funds were handled differently than the purchase price for accounting purposes). While that sum advanced remediation, it was a known expense and functionally part of the purchase price of the Site. Permitting Valbruna to recover it from Joslyn would essentially amount to a double recovery. That leaves a total of $1,529,871.09. The Court allocates this 75% to Joslyn and 25% to Valbruna. While this determination reflects careful consideration of all of the factors analyzed, the Court particularly emphasizes Joslyn's status as the sole polluting party to this action and its blatant avoidance of liability and refusal to assist with some cleanup despite knowing it was responsible for contaminating the Site for an extensive period. It also notes the discounted price Valbruna paid for the property and Valbruna's voluntary assumption of some risk in association with the transaction, while recognizing the purpose of CERCLA in spurring environmental cleanup of contaminated sites. Given the Court's previous entry of a declaratory judgment in favor of Valbruna under CERCLA, this allocation will apply prospectively, as well as to the past costs discussed herein. Joslyn will thus be liable to Valbruna under section 113(g)(2) for 75% of all future costs incurred to clean up the Site that are necessary and consistent with the National Contingency Plan. However, the Court notes that upon a timely petition of either party it may revisit this allocation should unforeseen circumstances render adherence to it inequitable. Since the parties have not distinguished the roles of the various Joslyn entities, this award will apply jointly and severally to Joslyn Manufacturing Company, Joslyn Corporation, and Joslyn Manufacturing Company, LLC. A full-text copy of Judge Deguilio's Opinion and Order dated Jan. 16, 2018 is available at https://is.gd/ywQfLF from Leagle.com. Valbruna Slater Steel Corporation & Fort Wayne Steel Corporation, Plaintiffs, represented by David L. Hatchett, Hatchett & Hauck LLP & Michael J. Reeder, Hatchett & Hauck LLP. Joslyn Manufacturing Company, formerly known as Joslyn Corporation formerly known as Joslyn Manufacturing & Supply Company, Joslyn Corporation, formerly known as Joslyn Holding Company & Joslyn Manufacturing Company LLC, Defendants, represented by W. Randall Kammeyer -- wrkammeyer@hawkhaynie.com -- Hawk Haynie Kammeyer & Smtih LLP & Stephen D. Davis , Steve Davis Law PC, pro hac vice. Joslyn Manufacturing Company, Joslyn Corporation & Joslyn Manufacturing Company LLC, Counter Claimants, represented by W. Randall Kammeyer, Hawk Haynie Kammeyer & Smtih LLP & Stephen D. Davis, Steve Davis Law PC, pro hac vice. Fort Wayne Steel Corporation & Valbruna Slater Steel Corporation, Counter Defendants, represented by David L. Hatchett, Hatchett & Hauck LLP & Michael J. Reeder, Hatchett & Hauck LLP. SYNCREON GROUP: Bank Debt Trades at 12.44% Off ---------------------------------------------- Participations in a syndicated loan under which Syncreon Group BV is a borrower traded in the secondary market at 87.56 cents-on-the-dollar during the week ended Friday, January 12, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 0.55 percentage points from the previous week. Syncreon Group BV pays 425 basis points above LIBOR to borrow under the $525 million facility. The bank loan matures on Oct. 28, 2020 and Moody's Caa2 rating and Standard & Poor's B- rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended January 12. TARA RETAIL: Court Approves Stipulation with Dollar Tree -------------------------------------------------------- Judge Patrick M. Flatley of the U.S. Bankruptcy Court for the Northern District of West Virginia issues a memorandum opinion restating its justification for approving Tara Retail Group, LLC's resolution of its objection to Dollar Tree Stores, Inc.'s proof of claim. On Jan. 3, 2018, the court entered an order approving the resolution of a disputed claim filed in this case by Dollar Tree. The court delivered its findings and legal conclusions in that regard during a telephonic status conference on Dec. 19, 2017. On Jan. 17, 2018, COMM 2013 CCRE12 Crossings Mall Road, LLC filed a notice of appeal of the court's order. Comm 2013 asserts two principal reasons why the court should not approve the Debtor's proposed resolution of its objection to the proof of claim filed by Dollar Tree: first, because Dollar Tree can vote only the amount of its allowed claim, which Comm 2013 asserts is $26,969.28 under the propose resolution; and second, because the proposed resolution constitutes a solicitation in violation section 1125(b) of the Bankruptcy Code. Having considered the parties' respective arguments on the issue, the court finds it appropriate to overrule Comm 2013's objection and approve the Debtor's stipulation with Dollar Tree. In that regard, Dollar Tree filed its proof of claim for $276,969.28. Absent the Debtor's objection, or an objection from another interested party, Dollar Tree's proof of claim in that amount would have stood as filed, and Dollar Tree would have been entitled to vote that amount in the plan process. The Debtor objected, however, and it and Dollar Tree spent significant effort--spanning several months--to resolve its objection rather than spending time and estate resources litigating. Ultimately, the two parties came to a resolution that the court has already found to be the product of the Debtor’s sound business judgment. As a result, Dollar Tree agreed to accept payment of only $26,969.28 on its claim despite the claim being allowed for $276,969.28. Comm 2013 is not similarly situated to Dollar Tree or the other tenant-creditors. Instead, its claim is secured, at least in part, by the value of the Debtor's real property and anticipated stream of rents. In that regard, the court notes that although it has not yet determined the value of the collateral securing Comm 2013's claim, it could be that Comm 2013 is fully secured or even oversecured. In that context, that courts finds it unlikely that Comm 2013 could establish sufficient standing to object to the Debtor's resolution of unsecured proofs of claim. In any event, the court sees no prejudice to Comm 2013 or any other creditor in the case. The court, therefore, sees no basis to disapprove the stipulation between the Debtor and Dollar Tree. A full-text copy of Judge Flatley's Memorandum Opinion dated Jan. 18, 2018 is available at: http://bankrupt.com/misc/wvnb1-17-00057-553.pdf About Tara Retail Tara Retail Group, LLC, owns The Crossings Mall in Elkview, West Virginia, which had tenants that included Kmart and Kroger. The Company is headed by businessman Bill Abruzzino. The Crossings Mall has been closed and inaccessible to the public since massive floods swept through West Virginia on June 23, 2016. On Dec. 23, 2016, U.S. District Judge Thomas Johnston appointed Martin Perry, a managing director at Newmark Grubb Knight Frank's Pittsburgh office, as receiver. To stop a foreclosure sale of its shopping center, Tara Retail Group, LLC, filed a Chapter 11 petition (Bankr. N.D. W.Va. Case No. 17-00057) on Jan. 24, 2017. The petition was signed by William A. Abruzzino, managing member. The case judge is the Hon. Patrick M. Flatley. The Debtor estimated assets and debt of $10 million to $50 million. The Debtor tapped Steven L. Thomas, Esq., at Kay, Casto & Chaney PLLC as bankruptcy counsel. TIMOTHY BRENNAN: Selling Real & Personal Property ------------------------------------------------- Timothy P. Brennan asks the U.S. Bankruptcy Court for the Western District of Wisconsin to authorize the sale of (i) the real property located at 1115 Industrial Drive in West Salem, Wisconsin to Gundersen Lutheran Administrative Services, Inc. for $3.2 million, subject to higher and better offers; and (ii) four overhead cranes (including crane rails), 17 jib cranes with hoists, two rotary screw compressors, and some miscellaneous other equipment by auction. The Debtor's estate consists primarily of the following assets: (i) the West Salem Property; (ii) the Equipment; (iii) a promissory note issued by La Crosse Technology Consultants, Inc., in the amount of $810,750, payable with interest in 96 equal monthly install ments of $11,671 each beginning in October, 2018; and (iv) his homestead property located at 455 Country Club Lane in Onalaska, Wisconsin. The West Salem Property and the Equipment are encumbered by and subject to the following lien claims: (i) approximately $200,000 for real estate taxes (including penalties and interest) due for the years 2015, 2016 and 2017; (ii) an estimated $2.9 to $3 million owed to Associated Bank under a firstpriority mortgage and security interest; and (iii) two junior mortgages held by La Crosse County Economic Development Fund and Mississippi River Regional Planning Commission in the combined aggregate amount of approximately $240,000. The Debtor has received an offer from Gundersen to purchase the West Salem Property for $3.2 million, with $50,000 as earnest money. The Purchase Offer includes contingencies for standard due diligence and approval by Gundersen's finance committee. Closing is also conditioned on the Court entering an order approving the sale. Assuming the sale to Gundersen is approved by the Court within about 28 days of the Motion, the parties anticipate a closing no later than March 31, 2018. Pursuant to the Purchase Offer, the Debtor may continue to market the West Salem Property until Gundersen waives all contingencies. However, any other offer that the Debtor receives to purchase the West Salem Property will be considered a secondary offer, and the offering party will be required to match or exceed all relevant terms of the Purchase Offer, including with respect to the time of closing. The price in the Purchase Offer exceeds the value of the West Salem Property that has been accepted by the Court for purposes of determining adequate protection to Associated Bank. After payment of a 4% broker's commission, the net proceeds available for satisfaction of secured claims will be about $3,062,000. In addition, the Debtor proposes to sell the Equipment via an auction conducted by Branford Auctions, LLC. Contemporaneously with the filing of the Motion, the Debtor has filed an application to employ Branford. The Debtor expects at least $200,000 of net proceeds from the Equipment auction will be available for application to secured claims. Thus, he anticipates that the combined proceeds from selling the West Salem Property to Gundersen and the Equipment auction will be sufficient to fully pay the accrued real estate taxes and the secured claim of Associated Bank, and to provide a partial payment to the holders of junior mortgages. Prior to the hearing on the Motion, the Debtor will file a plan of reorganization that provides for the ultimate distribution of the Sale Proceeds. Until confirmation of the Plan, or an earlier order of the Court, the Sale Proceeds will be held by the Debtor in his DIP account, with all liens attaching thereto. The Debtor asks the Court for an order authorizing him to sell the West Salem Property and the Equipment on the terms described free and clear of liens, claims and encumbrances. A copy of the Agreements attached to the Motion is available for free: http://bankrupt.com/misc/Timothy_Brennan_93_Sales.pdf The Auctioneer: BRANFORD AUCTIONS, LLC 896 Main Street Branford, CT 06405 Timothy P. Brennan sought Chapter 11 protection (Bankr. W.D. Wis. Case No. 17-12337) on June 30, 2017. The Debtor tapped Mark L. Metz, Esq., at Leverson Lucey & Metz S.C., as counsel. Counsel for the Debtor can be reached at: Mark L. Metz, Esq. LEVERSON LUCEY & METZ S.C. 3030 W. Highland Blvd. Milwaukee, WI 53208 Telephone: (414) 271-8502 E-mail: mlm@levmetz.com VALDERRAMA A/C: Feb. 21 Plan Confirmation Hearing Set ----------------------------------------------------- Judge Karen K. Brown of the U.S. Bankruptcy Court for the Southern District of Texas conditionally approved Valderrama A/C Refrigeration, Inc.'s disclosure statement dated Sept. 18, 2017. Feb. 16, 2018, is the deadline for filing written acceptances or rejections of the plan and the deadline for filing and serving written objections to confirmation of the plan. Feb. 21, 2018, at 11:30 a.m. is the date and time for a hearing on the confirmation of the plan which will be held in Courtroom 403 of the United States Courthouse, 515 Rusk, 4th Floor, Houston, Texas 77002. The Troubled Company Reporter previously reported that Class 6 unsecured creditors will receive a minimum of 25% of their allowed claims over a period of five years starting from the Effective Date. The Plan provides for the payment of its creditors primarily through its future earnings. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/txsb17-32091-71.pdf About Valderrama A/C Refrigeration Valderrama A/C Refrigeration, Inc., designs and installs commercial refrigeration systems serving clients throughout the Greater Houston area for more than 28 years. Valderrama A/C Refrigeration sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 17-32091) on April 4, 2017, estimating assets and liabilities of $1 million to $10 million. The petition was signed by Dario Ciriaco, director. Judge Karen K. Brown is assigned to the case. The Debtor tapped William P Haddock, Esq., at Pendergraft & Simon as lead bankruptcy counsel; Anne K. Ritchie, Esq., as special counsel; and Jayson & Frisby as accountant. No trustee has been appointed, nor is there currently pending any motion for the appointment of a trustee. WINDSTREAM CORP: Bank Debt Trades at 10.17% Off ----------------------------------------------- Participations in a syndicated loan under which Windstream Corp is a borrower traded in the secondary market at 89.83 cents-on-the-dollar during the week ended Friday, January 12, 2018, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 0.94 percentage points from the previous week. Windstream Corp pays 325 basis points above LIBOR to borrow under the $580 million facility. The bank loan matures on Feb. 17, 2024 and Moody's B2 rating and Standard & Poor's BB- rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended January 12. YIELD10 BIOSCIENCE: Amends Prospectus on 586,592 Units Offering --------------------------------------------------------------- Yield10 Bioscience, Inc., filed with the Securities and Exchange Commission an amended Form S-1 registration statement relating to the offering of 586,592 Class A Units consisting of one share of common stock, one Series A Common Warrant and one Series B Common Warrant and 8,400 Class B Units consisting of one share of Series A Preferred Stock, one Series A Common Warrant and one Series B Common Warrant (and 6,759,888 shares of common stock underlying shares of Series A Preferred Stock, Series A Warrants and Series B Warrants). The Company is offering Class A Units, with each Class A Unit consisting of one share of common stock, par value $0.01 per share and accompanying Series A common warrants and Series B common warrants at an assumed public offering price of $3.58 per Class A Unit, the last reported sale price of its common stock on The Nasdaq Capital Market on Dec. 14, 2017. Each Series A common warrant included in the Class A Units entitles its holder to purchase a number of shares equal to 100% of the common stock underlying each share of common stock. E ach Series B common warrant included in the Class A Units entitles its holder to purchase a number of shares equal to 50% of the common stock underlying each share of common stock. The Series A common warrants included in the Class A Units will be exercisable for an aggregate total of 586,592 shares of common stock and the Series B common warrants included in the Class B Units will be exercisable for an aggregate total of 293,296 shares of common stock. Yield10 is also offering to those purchasers whose purchase of its Class A Units in this offering would result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of its outstanding common stock following the consummation of this offering, the opportunity to purchase, if they so choose, in lieu of the number of Class A Units that would result in ownership in excess of 4.99% (or, at the election of the purchaser, 9.99%), Class B Units. Each Class B Unit will consist of one share of our Series A Preferred Stock, par value $0.01 per share convertible into 280 shares of common stock, Series A common warrants to purchase 280 shares of common stock and Series B common warrants to purchase 140 shares of common stock at a public offering price of $1,000 per Class B Unit. Each Series A common warrant included in the Class B Units entitles its holder to purchase a number of shares equal to 100% of the common stock underlying each share of Series A Preferred Stock. Each Series B common warrant included in the Class B Units entitles its holder to purchase a number of shares equal to 50% of the common stock underlying each share of Series A Preferred Stock. Based on the last reported sale price of its common stock of $3.58 per share, the Series A Preferred Stock included in the Class B Units will be convertible into an aggregate total of 2,352,000 shares of common stock, the Series A common warrants included in the Class B Units will be exercisable for an aggregate total of 2,352,000 shares of common stock and the Series B common warrants included in the Class B Units will be exercisable for an aggregate total of 1,176,000 shares of Common Stock. Because the Company will issue one Series A common warrant and one Series B common warrant for each Class A Unit and/or Class B Unit sold in this offering, the number of common warrants sold in this offering will not change as a result of a change in the mix of Class A Units or Class B Units sold. As a result, the Series A common warrants included in the Units will be exercisable for an aggregate total of 2,938,592 shares of common stock and the Series B common warrants included in the Units will be exercisable for an aggregate total of 1,469,296 shares of common stock. A full-text copy of the Form S-1/A is available for free at: https://is.gd/wSgNGG About Yield10 Bioscience Yield10 Bioscience, Inc. -- http://www.yield10bio.com/-- develops new technologies to achieve step-change improvements in crop yield to enhance global food security. Yield10 has an extensive track record of innovation based around optimizing the flow of carbon in living systems. Yield10 leverages its technology platforms and unique knowledge base to design precise alterations to gene activity and the flow of carbon in plants to produce higher yields with lower inputs of land, water or fertilizer. Yield10 is advancing several yield traits it has developed in crops such as Camelina, canola, soybean and rice. Yield10 is headquartered in Woburn, MA and has an Oilseeds center of excellence in Saskatoon, Canada. Yield10 reported a net loss of $7.60 million on $1.15 million of total revenue for the year ended Dec. 31, 2016, compared to a net loss of $23.68 million on $1.35 million of total revenue for the year ended Dec. 31, 2015. As of Sept. 30, 2017, Yield10 had $5.57 million in total assets, $3.02 million in total liabilities and $2.54 million in total stockholders' equity. RSM US LLP, in Boston, Massachusetts, issued a "going concern" opinion on the consolidated financial statements for the year ended Dec. 31, 2016, noting that the Company has suffered recurring losses from operations and has insufficient capital resources, which raises substantial doubt about its ability to continue as a going concern. YUCCA LAND: Avery and Kingman Claims Added in Latest Plan --------------------------------------------------------- Yucca Land Company, LLC, filed with the U.S. Bankruptcy Court for the District of Nevada a disclosure statement in connection with its first amended plan of reorganization dated Jan. 12, 2018. The Debtor's liabilities are now comprised of the following: a debt to Sun Pacific Marketing Cooperative, Inc., in the amount of $8,276,546.02 as of July 5, 2017, secured by a lien on the Properties; a debt to Ron Krater Studio in the amount of approximately $24,700, for land design and planning services rendered, secured by a lien on the Properties; a debt to the Mohave County Taxing Authority, for unpaid real property taxes in the amount of approximately $133,089.58, secured by a lien on the Properties; an unsecured debt in the amount of approximately $257,667 to National EWP, Inc., pursuant to that certain "Settlement and Release Agreement," dated Oct. 5, 2016; and an unsecured debt in the amount of approximately $550 to Gillette Law PLLC, for legal services rendered; an unsecured debt in the amount of approximately $9,711,503 to Avery Land Group, LLC; and a unsecured debt in an unknown amount to Kingman Farm Ventures III, LLC, for an easement asserted in the quiet title action filed as Case No. S8015CV201700857 in the Superior Court of Arizona, Mohave County. The holder of the allowed Avery Claim in Class 6 will in full satisfaction, settlement, release and exchange for such Allowed Avery Claim, plus post- Effective Date interest at the rate prime plus two 2% per annum, receive the EB Land within 15 business days after the later of: the Effective Date; or the date that the EB Land Value Order becomes a Final Order. The Holder of the Allowed Kingman Claim in Class 7 will, in full satisfaction, settlement, release and exchange for such Allowed Kingman Claim, receive the Kingman Easement within 15 business days after the Effective Date. The Properties, which comprise all of the Debtor's real property, will be sold to Sun Pacific in accordance with the terms of the Settlement Agreement and the Credit Bid Purchase Agreement. The sale will be free and clear of all liens, claims, equity interests, and other encumbrances, except the Permitted Encumbrances. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/nvb17-16042-79.pdf A full-text copy of the First Amended Plan is available at: http://bankrupt.com/misc/nvb17-16042-77 About Yucca Land Company Yucca Land Company, LLC, owns multiple parcels of vacant land located in Mohave, Arizona. The company is affiliated with debtors Avery Land Group, LLC (Bankr. D. Nev. Case No. 16-14995) and Mohave Agrarian Group, LLC (Bankr. D. Nev. Case No. 16-10025). Yucca Land Company filed a Chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 17-16042) on Nov. 9, 2017. James M. Rhodes, manager, signed the petition. At the time of filing, the Debtor estimated $10 million to $50 million in and $1 million to $10 million in liabilities. The Hon. Laurel E. Davis is the case judge. The Debtor is represented by Brett A. Axelrod, Esq. at Fox Rothschild LLP. [*] Bradley Giordano Joins King & Spalding's Chicago Office ----------------------------------------------------------- King & Spalding on Jan. 16, 2018, disclosed that Bradley T. Giordano has joined as a partner in the Chicago office. Mr. Giordano will bolster the firm's Financial Restructuring practice and will serve a key role in expanding the firm's recently opened Chicago office. Mr. Giordano represents debtors, creditors, equity sponsors and strategic investors in all aspects of in-court and out-of-court restructurings. In addition to company-side representations, he advises credit and private equity fund clients on strategic acquisitions or dispositions of distressed assets. He joins from Kirkland & Ellis, where he was a partner. "Brad is known to be a savvy problem solver in the restructuring world, plus he has a Rolodex of relationships that make him a natural addition to the firm's Financial Restructuring practice," said Michael Rupe, head of the practice. "In addition, Brad's work with clients in the healthcare and energy sectors will expand King & Spalding's ability to advise strategic lenders and distressed borrowers in those pivotal sectors, and pairs nicely with our existing industry-leading Energy and Healthcare/Life Sciences practice groups. We are excited to have Brad join the team." Mr. Giordano joins his former partner Jeffrey D. Pawlitz who is based in New York and joined King & Spalding in June 2016 from Kirkland & Ellis in Chicago. Mr. Giordano received his undergraduate degree from DePauw University and his J.D. from the University of Virginia School of Law. "The Chicago market has a deep pool of financial institutions and funds, and Brad's skillset and experience enhance King & Spalding's services to those clients and others in the region," said Zachary Fardon, office managing partner and head of litigation for the firm's Chicago office. "Brad's arrival reflects our ability recruit talent at all levels, across practice areas, and his character and reputation are in sync with our culture. We are thrilled by how quickly we have been able to create breadth and depth in the Chicago office." "The entrepreneurial energy of the firm's Chicago office and momentum of the Financial Restructuring practice made joining King & Spalding a compelling choice," Mr. Giordano said. "I am looking forward to working with a talented motivated group of colleagues and to growing both the practice and the Chicago office." Mr. Giordano is the fifth partner to join King & Spalding's Chicago office since it launched in September 2017. He follows the addition of Zachary Fardon, Patrick Collins, Jade Lambert and Patrick Otlewski, former Assistant U.S. Attorney for the Northern District of Illinois, who joined earlier this month. About King & Spalding Celebrating more than 130 years of service, King & Spalding -- http://www.kslaw.com/-- is an international law firm that represents a broad array of clients, including half of the Fortune Global 100, with 1,000 lawyers in 20 offices in the United States, Europe, the Middle East and Asia. The firm has handled matters in over 160 countries on six continents. [*] David Tepper Joins Tiger Group as Business Development Officer ------------------------------------------------------------------ David L. Tepper, a 25-year veteran of the valuation, banking and financial management industries, has joined Tiger Group as Business Development Officer for the Western U.S. From his base in the asset valuation, advisory and disposition services firm's Los Angeles office, Mr. Tepper will initially work alongside longtime Director of Business Development Rick Briggs, who will be retiring this year. "David joins us with a keen understanding of the unique needs of asset-based lenders," said Tiger Group COO Michael McGrail. "Over the course of his career, he's worked closely with lenders and private equity firms on identifying and understanding the risks of lending to and investing in companies across more than 100 industries. Those attributes and the robust industry connections that go with them made David an ideal candidate to take the reins for our Western region when Rick Briggs retires." Most recently, Mr. Tepper served as Business Development Director for CBIZ Valuation Group in Los Angeles, a business unit of national CPA firm Mayer Hoffman McCann, P.C. In that post, he was responsible for working with corporations, private equity, hedge funds, attorneys, corporate finance, and turnaround professionals on complex valuation and asset management issues. Prior to that, Mr. Tepper spent five years as Western Regional Manager at Accuval Associates/Liquitec, where he was responsible for managing the firm's West Coast office and working with corporations, private equity, hedge funds, attorneys, corporate finance, and turnaround professionals. From 1998 to 2007, he was a Vice President at Arthur Consulting Group, Inc. (formerly Arthur D. Little Consulting Group) in Los Angeles, responsible for the M&A and Joint Venture consulting firm's client acquisition, marketing activities, and relationship and engagement management. He began his career in 1985 at Bloomingdales in Executive Development before moving to garment manufacturing. He was subsequently named Comptroller at Stringfellow Ltd., an international restaurant/night club chain, and went on to hold positions as a Registered Representative/Stock Broker for Kennedy Cabot and Company and as a Financial Consultant Associate for Wells Fargo Bank/Wells Fargo Securities before moving into the valuation field in the late 1990s. A resident of Calabasas, Calif., Tepper holds a Master of Business Administration from Pepperdine University and undergraduate degrees in finance and accounting from Pace University. He is a member of the Association for Corporate Growth (ACG), American Bankruptcy Institute (ABI), Turnaround Management Association (TMA), Special Asset Management Association (SAMA), and the Tax Executives Institute (TEI). [*] Moody's B3 Neg. and Lower Corp. Ratings Drop 19% in 2017 ------------------------------------------------------------ The number of companies on its B3 Negative and Lower Corporate Ratings List finished 2017 with 211 companies, Moody's Investors Service says in a new report. Reasons behind the list's shrinking during Q4 2017 were almost evenly split among defaults, upgrades and withdrawals. The lowest figure since September 2015, Moody's list is down 19% year-over-year, and more than 27% below its peak of 291 companies, reached during early 2016. Since reaching its peak, the tally of companies on the list has steadily declined, mainly staying below its three-month rolling average. "Notably, among Caa-rated companies, which make up the core of the list, more than one-third lingered -- able to avoid defaults, but also incapable of strengthening their credit quality enough to merit an upgrade," said Moody's Associate Analyst Julia Chursin. "It is just such debt issuers that Moody's anticipate are most likely to resort to debt restructuring and migrate further down ratings scale in case of a downturn in a credit cycle." Contrary to 2016's year-end recap, where oil and gas companies comprised the lion's share of the list, at 26%, its 2017 year-end representation no longer dwarfs other sectors, Chursin says in "Moody's B3 Negative and Lower Corporate Ratings List: List ends 2017 with another low tally, suggests contained 2018 default rate." Oil and gas firms accounted for 19% of the list, compared with sectors such as consumer/business services and retail/apparel at 17% and 12%, respectively. Alongside declining numerical tallies of companies on Moody's list, additional proprietary credit cycle gauges are sending positive signals, and for now, are suggesting a moderating default risk in 2018. For its part, the Liquidity-Stress Indicator recorded a fresh low of 2.5% in December, with spec-grade liquidity supported by modest US economic growth and buoyant credit markets, despite a slight weakening expected over the year. Moreover, the US spec-grade default rate finished 2017 at 3.3% and is expected to extend its decline further to 2.4% at the end of this year, underpinned by the a combination of a strong credit market, growing economy and ongoing recovery in the energy sector. [^] 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 AJ81 TH 149.3 (51.6) 29.9 AGENUS INC AGENEUR EU 149.3 (51.6) 29.9 AGENUS INC AJ81 QT 149.3 (51.6) 29.9 AIMIA INC GAPFF US 4,260.0 (20.8) (1,176.3) 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 ALTREUR EU 301.5 (60.2) (92.4) ALTAIR ENGINEE-A 8A2 GR 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) AMYRIS INC AMRS US 138.6 (190.4) (5.7) AMYRIS INC 3A01 TH 138.6 (190.4) (5.7) AMYRIS INC 3A01 GR 138.6 (190.4) (5.7) AMYRIS INC 3A01 QT 138.6 (190.4) (5.7) AMYRIS INC AMRSEUR EU 138.6 (190.4) (5.7) AMYRIS INC AMRSUSD EU 138.6 (190.4) (5.7) 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 AST TH 202.7 (267.5) (327.7) ASPEN TECHNOLOGY AZPNEUR EU 202.7 (267.5) (327.7) ASPEN TECHNOLOGY AST QT 202.7 (267.5) (327.7) ASPEN TECHNOLOGY AZPNUSD EU 202.7 (267.5) (327.7) ATLATSA RESOURCE ATL SJ 193.5 (142.5) (46.4) AUTOZONE INC AZO US 9,397.1 (1,525.1) (350.4) AUTOZONE INC AZ5 TH 9,397.1 (1,525.1) (350.4) AUTOZONE INC AZ5 GR 9,397.1 (1,525.1) (350.4) AUTOZONE INC AZOEUR EU 9,397.1 (1,525.1) (350.4) AUTOZONE INC AZ5 QT 9,397.1 (1,525.1) (350.4) AUTOZONE INC AZOUSD EU 9,397.1 (1,525.1) (350.4) AUTOZONE INC 0HJL LN 9,397.1 (1,525.1) (350.4) AVAYA HOLDINGS C AVYA US 5,898.0 (5,013.0) (96.0) 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 QT 184.7 156.2 157.4 BIOTRICITY INC BTCY US 0.7 (0.1) (0.1) BLACKSTAR ENTERP BEGI US 6.3 (4.7) (5.2) BLUE BIRD CORP BLBD US 295.8 (58.5) 21.7 BLUE RIDGE MOUNT BRMR US 1,060.2 (212.5) (62.4) BOKU INC BOKU LN - - - BOKU INC BOKUGBX EU - - - 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 BURLINGTON STORE BURLEUR EU 2,843.4 (110.5) 22.8 BURLINGTON STORE BURLUSD EU 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) CALIFORNIA RESOU CRC US 6,183.0 (574.0) (294.0) CALIFORNIA RESOU 1CLB GR 6,183.0 (574.0) (294.0) CALIFORNIA RESOU CRCEUR EU 6,183.0 (574.0) (294.0) CALIFORNIA RESOU 1CL TH 6,183.0 (574.0) (294.0) CALIFORNIA RESOU 1CLB QT 6,183.0 (574.0) (294.0) CAMBIUM LEARNING ABCD US 155.0 (45.0) (55.0) CAREDX INC CDNA US 75.1 (0.2) (14.0) CASELLA WASTE WA3 GR 592.4 (60.5) (1.4) CASELLA WASTE CWST US 592.4 (60.5) (1.4) CASELLA WASTE WA3 TH 592.4 (60.5) (1.4) CASELLA WASTE CWSTEUR EU 592.4 (60.5) (1.4) CHENIERE EN PART CQH US 0.8 (0.1) (0.1) CHENIERE EN PART CE4 GR 0.8 (0.1) (0.1) CHESAPEAKE ENERG CHK US 11,981.0 (704.0) (1,040.0) CHESAPEAKE ENERG CS1 GR 11,981.0 (704.0) (1,040.0) CHESAPEAKE ENERG CS1 TH 11,981.0 (704.0) (1,040.0) CHESAPEAKE ENERG CHK* MM 11,981.0 (704.0) (1,040.0) CHESAPEAKE ENERG CS1 QT 11,981.0 (704.0) (1,040.0) CHESAPEAKE ENERG CHKEUR EU 11,981.0 (704.0) (1,040.0) CHOICE HOTELS CZH GR 961.2 (200.4) 182.3 CHOICE HOTELS CHH US 961.2 (200.4) 182.3 CINCINNATI BELL CBB US 1,457.3 (133.5) 5.1 CINCINNATI BELL CIB1 GR 1,457.3 (133.5) 5.1 CINCINNATI BELL CBBEUR EU 1,457.3 (133.5) 5.1 CLEAR CHANNEL-A C7C GR 5,580.5 (1,284.2) 337.6 CLEAR CHANNEL-A CCO US 5,580.5 (1,284.2) 337.6 CLEVELAND-CLIFFS CVA GR 1,923.3 (833.1) 373.6 CLEVELAND-CLIFFS CVA TH 1,923.3 (833.1) 373.6 CLEVELAND-CLIFFS CLF US 1,923.3 (833.1) 373.6 CLEVELAND-CLIFFS CLF* MM 1,923.3 (833.1) 373.6 CLEVELAND-CLIFFS CVA QT 1,923.3 (833.1) 373.6 CLEVELAND-CLIFFS CLF2EUR EU 1,923.3 (833.1) 373.6 CLEVELAND-CLIFFS CLF2 EU 1,923.3 (833.1) 373.6 COGENT COMMUNICA CCOI US 729.9 (80.1) 236.8 COGENT COMMUNICA OGM1 GR 729.9 (80.1) 236.8 CONSUMER CAPITAL CCGN US 5.2 (2.5) (2.6) CROWN BAUS CAPIT CBCA US 0.0 (0.0) (0.0) DELEK LOGISTICS DKL US 422.9 (25.8) 5.5 DELEK LOGISTICS D6L GR 422.9 (25.8) 5.5 DENNY'S CORP DE8 GR 309.2 (97.6) (45.4) DENNY'S CORP DENN US 309.2 (97.6) (45.4) DEX MEDIA INC DMDA US 1,419.0 (1,284.0) (1,999.0) DINEEQUITY INC DIN US 1,641.2 (216.7) 79.9 DINEEQUITY INC IHP GR 1,641.2 (216.7) 79.9 DOLLARAMA INC DOL CN 1,948.8 (15.3) 363.2 DOLLARAMA INC DLMAF US 1,948.8 (15.3) 363.2 DOLLARAMA INC DR3 GR 1,948.8 (15.3) 363.2 DOLLARAMA INC DOLEUR EU 1,948.8 (15.3) 363.2 DOLLARAMA INC DR3 TH 1,948.8 (15.3) 363.2 DOLLARAMA INC DR3 QT 1,948.8 (15.3) 363.2 DOLLARAMA INC DOLCAD EU 1,948.8 (15.3) 363.2 DOMINO'S PIZZA EZV TH 816.2 (2,765.3) 194.1 DOMINO'S PIZZA EZV GR 816.2 (2,765.3) 194.1 DOMINO'S PIZZA DPZ US 816.2 (2,765.3) 194.1 DOMINO'S PIZZA EZV QT 816.2 (2,765.3) 194.1 DOMINO'S PIZZA DPZEUR EU 816.2 (2,765.3) 194.1 DOMINO'S PIZZA DPZUSD EU 816.2 (2,765.3) 194.1 DUN & BRADSTREET DB5 GR 2,301.0 (857.3) (71.7) DUN & BRADSTREET DB5 TH 2,301.0 (857.3) (71.7) DUN & BRADSTREET DNB US 2,301.0 (857.3) (71.7) DUN & BRADSTREET DB5 QT 2,301.0 (857.3) (71.7) DUN & BRADSTREET DNB1EUR EU 2,301.0 (857.3) (71.7) DUNKIN' BRANDS G 2DB GR 3,139.3 (174.1) 157.8 DUNKIN' BRANDS G DNKN US 3,139.3 (174.1) 157.8 DUNKIN' BRANDS G 2DB TH 3,139.3 (174.1) 157.8 DUNKIN' BRANDS G 2DB QT 3,139.3 (174.1) 157.8 DUNKIN' BRANDS G DNKNEUR EU 3,139.3 (174.1) 157.8 EGAIN CORP EGAN US 36.9 (9.8) (11.9) ERIN ENERGY CORP ERN SJ 229.5 (359.3) (310.8) EVERI HOLDINGS I EVRI US 1,425.6 (123.8) (5.1) EVERI HOLDINGS I G2C GR 1,425.6 (123.8) (5.1) EVERI HOLDINGS I EVRIEUR EU 1,425.6 (123.8) (5.1) FERRELLGAS-LP FEG GR 1,705.0 (793.3) (272.3) FERRELLGAS-LP FGP US 1,705.0 (793.3) (272.3) FORESCOUT TECHNO FSCT US 164.3 (65.8) (9.0) FORESCOUT TECHNO F1O GR 164.3 (65.8) (9.0) FORESCOUT TECHNO FSCTEUR EU 164.3 (65.8) (9.0) FORESCOUT TECHNO F1O QT 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 GENERAL CANNABIS CANN US 2.8 (6.1) (8.1) GENERAL CANNABIS 7A7 GR 2.8 (6.1) (8.1) GENERAL CANNABIS 7A7 TH 2.8 (6.1) (8.1) GENERAL CANNABIS 7A7 QT 2.8 (6.1) (8.1) GENERAL CANNABIS CANNEUR EU 2.8 (6.1) (8.1) GENERAL CANNABIS CANNUSD EU 2.8 (6.1) (8.1) 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 GNC1USD 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 GOGO INC G0G QT 1,362.9 (155.5) 322.8 GOGO INC GOGOUSD EU 1,362.9 (155.5) 322.8 GOGO INC GOGOEUR EU 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 HRB QT 1,716.6 (412.8) 51.4 H&R BLOCK INC HRBEUR EU 1,716.6 (412.8) 51.4 H&R BLOCK INC HRBUSD 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 HCA HEALTHCARE I HCAUSD EU 35,731.0 (5,066.0) 3,837.0 HCA HEALTHCARE I 0J1R LN 35,731.0 (5,066.0) 3,837.0 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) HORTONWORKS INC HDPUSD 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) HP INC 0J2E LN 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 IX1 QT 1,669.3 (48.4) (53.8) IDEXX LABS IDXX AV 1,669.3 (48.4) (53.8) IDEXX LABS 0J8P LN 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 IMMUNOGEN INC IMGNUSD 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 I76 TH 625.1 (17.6) 249.6 IRONWOOD PHARMAC I76 QT 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) JACK IN THE BOX JBX QT 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 L BRANDS INC LBUSD EU 7,816.0 (1,119.0) 911.0 L BRANDS INC 0JSC LN 7,816.0 (1,119.0) 911.0 LAMB WESTON LW US 2,714.9 (474.9) 357.8 LAMB WESTON 0L5 GR 2,714.9 (474.9) 357.8 LAMB WESTON LW-WEUR EU 2,714.9 (474.9) 357.8 LAMB WESTON 0L5 TH 2,714.9 (474.9) 357.8 LAMB WESTON 0L5 QT 2,714.9 (474.9) 357.8 LAMB WESTON LW-WUSD EU 2,714.9 (474.9) 357.8 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 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 MOGO FINANCE TEC MOGO CN 107.0 (6.1) 81.9 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 QT 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) MONEYGRAM INTERN MGIUSD 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 MOODY'S CORP MCO* MM 8,304.9 (156.8) 296.2 MOODY'S CORP MCOUSD EU 8,304.9 (156.8) 296.2 MOODY'S CORP 0K36 LN 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 MTLA QT 8,618.0 (818.0) 773.0 MOTOROLA SOLUTIO MSI1EUR EU 8,618.0 (818.0) 773.0 MOTOROLA SOLUTIO MSI1USD EU 8,618.0 (818.0) 773.0 MOTOROLA SOLUTIO 0K3H LN 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 QT 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 6,135.0 (4,574.0) 515.0 NAVISTAR INTL NAV US 6,135.0 (4,574.0) 515.0 NAVISTAR INTL IHR TH 6,135.0 (4,574.0) 515.0 NAVISTAR INTL IHR QT 6,135.0 (4,574.0) 515.0 NAVISTAR INTL NAVEUR EU 6,135.0 (4,574.0) 515.0 NAVISTAR INTL NAVUSD EU 6,135.0 (4,574.0) 515.0 NEBULA ACQUISITI NEBUU US 0.0 (0.0) (0.0) NEW ENG RLTY-LP NEN US 237.8 (32.4) - NYMOX PHARMACEUT NYMX US 1.3 (0.7) (0.7) PAPA JOHN'S INTL PZZA US 550.9 (39.4) 29.5 PAPA JOHN'S INTL PP1 GR 550.9 (39.4) 29.5 PAPA JOHN'S INTL PZZAEUR EU 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 PHILIP MORRIS IN PM LN 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 PLANET FITNESS-A PLNT1USD 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) QUANTUM CORP QNT1 QT 211.2 (124.3) (48.3) QUANTUM CORP QTM1USD 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) REMARK HOLD INC MARKUSD 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) 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 R35 QT 225.5 (42.8) 52.0 ROKU INC ROKUEUR EU 225.5 (42.8) 52.0 ROKU INC R35 TH 225.5 (42.8) 52.0 ROKU INC ROKUUSD EU 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 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 TH 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 13S QT 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) SBA COMM CORP SBACUSD EU 7,300.5 (2,257.8) (698.6) SCIENTIFIC GAMES SGMS US 7,062.4 (1,976.5) 554.8 SEARS HOLDINGS SHLD US 8,193.0 (4,007.0) (1,112.0) SIGA TECH INC SIGA US 148.7 (312.8) 27.9 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 RDO QT 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) SIRIUS XM HOLDIN SIRIUSD EU 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 3.0 (0.9) 2.6 SOLARWINDOW TECH 2N0N GR 3.0 (0.9) 2.6 SOLARWINDOW TECH WNDWUSD EU 3.0 (0.9) 2.6 SOLARWINDOW TECH WNDW LN 3.0 (0.9) 2.6 SONIC CORP SONC US 552.9 (237.3) 38.7 SONIC CORP SO4 GR 552.9 (237.3) 38.7 SONIC CORP SONCEUR EU 552.9 (237.3) 38.7 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 SYE QT 461.0 (63.6) 142.3 SYNTEL INC SYNT1EUR EU 461.0 (63.6) 142.3 SYNTEL INC SYNT* MM 461.0 (63.6) 142.3 SYNTEL INC SYNT1USD 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 TAILORED BRANDS TLRDEUR EU 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 100.9 (68.4) 3.5 TINTRI INC TI3 GR 100.9 (68.4) 3.5 TINTRI INC TNTREUR EU 100.9 (68.4) 3.5 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 T7D QT 9,975.7 (2,951.2) 1,262.6 TRANSDIGM GROUP TDGEUR EU 9,975.7 (2,951.2) 1,262.6 TRANSDIGM GROUP T7D TH 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) ULTRA PETROLEUM UPM1 TH 1,862.1 (1,257.8) (157.3) ULTRA PETROLEUM UPM1 QT 1,862.1 (1,257.8) (157.3) UNISYS CORP UIS EU 2,296.9 (1,649.9) 340.6 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 UNISYS CORP USY1 QT 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 0V4 TH 1,915.0 (117.0) 312.0 VALVOLINE INC VVVEUR EU 1,915.0 (117.0) 312.0 VALVOLINE INC 0V4 QT 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 VECTOR GROUP LTD VGREUR EU 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 VRS QT 2,908.4 (1,229.9) 870.5 VERISIGN INC VRSNEUR EU 2,908.4 (1,229.9) 870.5 VERISIGN INC VRSNUSD 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 VTV THERAPEUTI-A VTVT US 24.1 (5.7) 9.3 VTV THERAPEUTI-A 5VT GR 24.1 (5.7) 9.3 W&T OFFSHORE INC WTI US 887.4 (597.3) 34.5 W&T OFFSHORE INC UWV GR 887.4 (597.3) 34.5 W&T OFFSHORE INC WTI1EUR EU 887.4 (597.3) 34.5 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) WEIGHT WATCHERS WTWUSD EU 1,315.5 (1,080.7) (12.7) WIDEOPENWEST INC WOW US 2,676.5 (288.3) (50.7) WIDEOPENWEST INC WU5 GR 2,676.5 (288.3) (50.7) WIDEOPENWEST INC WU5 TH 2,676.5 (288.3) (50.7) WIDEOPENWEST INC WU5 QT 2,676.5 (288.3) (50.7) WIDEOPENWEST INC WOW1EUR EU 2,676.5 (288.3) (50.7) 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 YEL1 QT 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 2018. 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 ***