/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/180130.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 30, 2018, Vol. 22, No. 29 Headlines 111-25 116 LLC: South Ozone Park Property to Be Sold March 2 264 LAGOON: U.S. Trustee Unable to Appoint Committee 401 MACON REALTY: Case Summary & 2 Unsecured Creditors ADVANCED SOLIDS: Sale of 13 Shale Bins for $3K Each Approved ALTOMARE AUTO: Wants Exclusive Plan Filing Moved to Feb. 21 AMPLIFY ENERGY: Aera Energy's Rights Not Impaired Under Plan ANSONIA 1692: U.S. Trustee Unable to Appoint Committee ARMSTRONG ENERGY: Wants to Maintain Plan Exclusivity Until June 29 ATD CAPITOL: Taps Blakesberg & Company as Accountant BARTLETT MGMT: Selling Riverside Restaurant Equipment for $75K BERRY PETROLEUM: Moody's Rates Proposed $350MM Unsec. Notes B3 BILLNAT CORP: $347K Sale of Vehicles & FF&E to Hilco Approved BLINK CHARGING: Files 6th Amendment to 4.6M Units Prospectus BLUE CHIP VENTURES: Taps Hilco as Real Estate Advisor BRANDENBURG FAMILY: Case Summary & 7 Unsecured Creditors CARAUSTAR INDUSTRIES: Moody's Cuts CFR to B3 on Limited Liquidity CAROLEI REALTY: Case Summary & 2 Unsecured Creditors CHATEAU CREOLE: Case Summary & 20 Largest Unsecured Creditors CINEVIA CORPORATION: Hires Cerrato Zeballos as Accountant CITGO PETROLEUM: S&P Assigns 'B-' Corp. Credit Ratings COCRYSTAL PHARMA: Effects 1-for-30 Reverse Common Stock Split COMPREHENSIVE VASCULAR: Needs More Time to Market Office Building COMSTOCK RESOURCES: Reports 27% Growth in Proved Oil & Gas Reserves COOLWATER ESTATES: $120K Sale of Forney Property Approved COPPER CHIMNEY: U.S. Trustee Unable to Appoint Committee COPSYNC INC: Court Extends Exclusivity Period Through March 30 CRAPP FARMS: Sale of Approx. 3,072 Pigs to Noble for $73 Each OK'd CS360 TOWERS: Trustee's Sale of Condo Unit for $440K Okayed CS360 TOWERS: Trustee's Sale of Sacramento Commercial Units Okayed CTI BIOPHARMA: Changes State of Incorporation to Delaware CTI BIOPHARMA: Granted 3-Month Extension to Respond to CHMP CTI BIOPHARMA: Unit Extinguishes $5.8 Million in Debt CUMULUS MEDIA: Nasdaq to Delist Shares Effective Feb. 5 CUSTOM BLINDS: Case Summary & 20 Largest Unsecured Creditors CVS HOLDINGS: S&P Assigns 'B' Corp. Credit Rating, Outlook Stable DATA COOLING: Seeks More Exclusivity After Finding Liquidating Plan DAWN MARIE DAVIDE: Debt Owed to V. Lujan is Nondischargeable DIGERATI TECHNOLOGIES: HP Bid for Professional Fees in Full Junked DREAM MOUNTAIN: Agrees with DOJ Watchdog to Name Trustee ENDO INT'L: Egan-Jones Lowers Sr. Unsecured Debt Ratings to CCC+ ENDO SURGICAL CENTER: Seeks Approval to Access Cash Collateral FALLING LEAVES: U.S. Trustee Unable to Appoint Committee FGL HOLDINGS: Moody's Assigns Ba3 Issuer Rating; Outlook Stable FINJAN HOLDINGS: Israel Seed Cut Stake to 9.88% as of Nov. 6 FM 544 PARK: Trustee Taps Barg & Henson as Accountant GIGA-TRONICS INC: Common Stock Delisted from Nasdaq GLOBAL A&T: Taps Alvarez & Marsal as Restructuring Advisor GLOBAL A&T: Taps Kirkland & Ellis as Legal Counsel GLOBAL A&T: Taps Moelis as Investment Banker & Financial Advisor GREEKTOWN HOLDINGS: Papas, et al. Free from Trustee's Clawback Suit HEALTHCARE PROVIDERS INSURANCE: Sent by Pa. Court to Liquidation HECTOR RICARDO CARMONA: US Court Won't Recognize Mexican Judgments HELIOS AND MATHESON: Empery Has 4.99% Stake as of Dec. 31 HELIOS AND MATHESON: Will Sell $400 Million Worth of Securities HIGHVEST CORP: U.S. Trustee Unable to Appoint Committee HOBBICO INC: Arrma Durango's Case Summary & 10 Unsec. Creditors HOBBICO INC: Seeks to Hire CR3, Appoint T. O'Donoghue as CRO HOBBICO INC: Seeks to Hire Keystone, Appoint L. Brownstone as COO HOBBICO INC: Taps JND Corporate as Administrative Agent HOBBICO INC: Taps Lincoln Partners as Investment Banker HOBBICO INC: Taps Morris Nichols as Delaware Counsel HOBBICO INC: Taps Neal Gerber as Legal Counsel HOVNANIAN ENTERPRISES: BlackRock Has 8% of Shares as of Dec. 31 HUBBARD GROUP: Taps Sands Anderson as Legal Counsel ILLINOIS STAR: Exclusive Plan Filing Period Extended Until March 2 INNA DANCE: U.S. Trustee Unable to Appoint Committee INPIXON: Amends Prospectus on Proposed Units Sale JW ALUMINUM: Moody's Assigns B3 CFR; Outlook Stable LAYNE CHRISTENSEN: BlackRock Has 6.1% Stake as of Dec. 31 LBM BORROWER: Moody's Alters Outlook to Pos. & Affirms B3 CFR LECTRUS CORPORATION: Committee Taps Husch Blackwell as Counsel LEGAL COVERAGE: Case Summary & 15 Top Unsecured Creditors LEVI STRAUSS: Fitch Affirms BB IDR & Revises Outlook to Positive LINCOLN ENTERPRISE: Case Summary & 2 Unsecured Creditors LOANCORE CAPITAL: Moody's Confirms B1 CFR; Outlook Negative LOOKIN UP: Taps Florin Roebig as Special Counsel LSB INDUSTRIES: BlackRock Inc. Has 9.2% Equity Stake LUCID ENERGY: S&P Assigns 'B+' Corp. Credit Rating, Outlook Stable LUKE'S LOCKER: Plan Filing Deadline Moved to Feb. 20 MADEESMA INTERNATIONAL: U.S. Trustee Unable to Appoint Committee MADEESMA INVESTMENT: U.S. Trustee Unable to Appoint Committee MAMMOET-STARNETH: Taps Rust Consulting as Balloting Agent MANITOWOC COMPANY: S&P Affirms 'B' CCR & Alters Outlook to Stable MERRIMACK PHARMACEUTICALS: BlackRock Has 6.1% Stake as of Dec. 31 MILK HOUSE: $142K Private Sale of Chimney Field to Shores Approved MOTORS LIQUIDATION: Court Finds Proposed Settlement 'Unenforceable' MUNCIE COMMUNITY SCHOOLS: S&P Cuts Bonds Rating to 'BB-' OKEECHOBEE CC-I LAND: U.S. Trustee Unable to Appoint Committee OMNI LION'S RUN: Exclusivity Extension Motion Dismissed as Moot ONE HORIZON: Will Acquire 51% Membership Interests in 123 Wish OYSTER COMPANY: Has Final OK to Obtain DIP Financing From OCVA PES HOLDINGS: Proposes $120M of DIP Financing From Credit Suisse PIN OAK: Agrees With Watchdog on Appointment of Chapter 11 Trustee POINT.360: Hires GlassRatner as Financial Consultant PORTER BANCORP: Patriot Funds Cease as 5% Stockholders PORTER BANCORP: Reports 2017 Net Income of $37.5 Million PRIME SECURITY: S&P Alters Outlook to Positive & Affirms 'B+' CCR QUADRANT 4: Plan Exclusivity Period Extended to Feb. 6 RAGGED MOUNTAIN: Case Summary & 20 Largest Unsecured Creditors RED CHIP VENTURES: Taps Hilco as Real Estate Advisor RMG ENTERPRISES: Taps Accounting Solutions as Accountant RMG ENTERPRISES: Taps Robert Easterling as Bankruptcy Counsel ROMULUS INTERMEDIATE: S&P Assigns 'B' CCR, Outlook Stable ROMULUS MERGER: Moody's Assigns B3 CFR; Outlook Stable RXI PHARMACEUTICALS: Regains Compliance With Nasdaq Listing Rule S & E HOLDINGS: Taps Matthew P. Conrad as Accountant SAILING EMPORIUM: Sale of Parcels Delays Plan Filing SCIENTIFIC GAMES: Expects 9% Revenue Increase in Q4 2017 SEARS HOLDINGS: Moody's Cuts CFR to Ca on Debt Exchange SHREE SWAMINARAYAN: Mediation Delays Plan Filing SUNEDISON INC: Strategic Value Reports 40.6% Stake in Newco TENET CONCEPTS: Case Summary & 8 Unsecured Creditors TEXAS E&P: Committee Seeks Appointment of Chapter 11 Trustee TEXAS E&P: Committee Taps Okin Adams as Legal Counsel THINK FINANCE: Seeks Entry of Supplemental Cash Collateral Order TOISA LIMITED: Gets Okay to Hire Zolfo, Appoint J. Mitchell as CRO TOWERSTREAM CORP: Honig No Longer a Shareholder as of Dec. 31 U.S. ENERGY SCIENCES: Case Summary & 20 Top Unsecured Creditors UNILIFE CORP: Plan of Liquidation Declared Effective UNIVERSAL LAND: Seeks to Hire Lowderman as Auctioneer VINCE'S BLACK: Proposes $375K Sale of All Assets to GRJ WESTINGHOUSE ELECTRIC: Assets Sale/Abandonment Procedures Okayed WILLIAM FOCAZIO: Seeks Access to FCB Use Cash Collateral ZOTEC PARTNERS: S&P Assigns 'B-' Corp. Credit Rating, Outook Stable [*] Feb. 7 Auction of $301,700 in Defaulted Timeshare Loans [*] Feb. 7 Auction of $618,000 in Defaulted Timeshare Loans [^] Large Companies with Insolvent Balance Sheet ********* 111-25 116 LLC: South Ozone Park Property to Be Sold March 2 ------------------------------------------------------------ Sandra M. Munoz, Esq., as Referee, will sell at public auction at the Queens County Supreme Courthouse, 88-11 Sutphin Blvd., in Courtroom # 25, Jamaica, NY on March 2, 2018, at 10:00 a.m. the premises known and designated as Block 11621 and Lot 54 on the Queens County Tax Assessment Map. The premises is known as 111-25 116TH STREET, SOUTH OZONE PARK, NY. Proceeds of the sale will be used to pay down lien in the amount of $55,036 plus interest and costs. The Premises will be sold subject to provisions of the Judgment of Foreclosure and Sale entered and dated Nov. 29, 2017, in the case, NYCTL 2015-A TRUST, and THE BANK OF NEW YORK MELLON, as Collateral Agent and Custodian for the NYCTL 2015-A Trust, Plaintiff -against- 111-25 116 LLC, et al Defendant(s), pending before the Queens County Supreme Court. Attorney(s) for Plaintiff: Windels Marx Lane & Mittendorf, LLP 156 W 56 Street New York, NY 10019 264 LAGOON: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Lagoon Dr Lido Beach NY LLC as of Jan. 26, according to a court docket. About 264 Lagoon Dr Lido Beach NY LLC Based in Miami Beach, Florida, 264 Lagoon Dr Lido Beach NY LLC filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 17-23136) on October 30, 2017, listing under $1 million both in assets and liabilities. The Debtor is represented by Joel M. Aresty, Esq., of Joel M. Aresty, PA as counsel. 401 MACON REALTY: Case Summary & 2 Unsecured Creditors ------------------------------------------------------ Affiliates that filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- 401 Macon Realty LLC 18-40409 878 East 28th Street Brooklyn, NY 11210 1596 Pacific Realty LLC 18-40410 878 East 28th Street Brooklyn, NY 11210 1049 Bergen Realty LLC 18-40412 878 East 28th Street Brooklyn, NY 11210 Business Description: 1596 Pacific Realty, LLC, 1049 Bergen Realty LLC and 401 Macon Realty LLC listed their businesses as Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). The Debtors lease multi-family or mixed-use buildings in Brooklyn, New York. The Debtors are affiliated with E & J Macon LLC, which sought bankruptcy protection on Jan. 19, 2018 (Bankr. E.D.N.Y. Case No. 18- 40321). Chapter 11 Petition Date: January 25, 2018 Court: United States Bankruptcy Court Eastern District of New York (Brooklyn) Judge: Hon. Nancy Hershey Lord Debtors' Counsel: Jay Teitelbaum, Esq. TEITELBAUM LAW GROUP, LLC 1 Barker Avenue White Plains, NY 10601 Tel: (914) 437-7670 Fax: (914) 437-7672 E-mail: jteitelbaum@tblawllp.com 401 Macon Realty, 1596 Pacific Realty, and 1049 Bergen Realty's Estimated Assets: $1 million to $10 million 401 Macon Realty, 1596 Pacific Realty, and 1049 Bergen Realty's Estimated Debt: $1 million to $10 million Mark J. Nussbaum, manager, signed the petitions. A copy of 401 Macon Realty's petition, containing a list of the Debtor's two unsecured creditors, is available for free at: http://bankrupt.com/misc/nyeb18-40409.pdf A copy of 1596 Pacific Realty's petitions, containing a list of the Debtor's two unsecured creditors, is available for free at: http://bankrupt.com/misc/nyeb18-40410.pdf A copy of 1049 Bergen Realty's petition, containing a list of the Debtor's two unsecured creditors, is available for free at: http://bankrupt.com/misc/nyeb18-40412.pdf ADVANCED SOLIDS: Sale of 13 Shale Bins for $3K Each Approved ------------------------------------------------------------ Judge Ronald B. King of the U.S. Bankruptcy Court for the Western District of Texas (i) authorized Advanced Solids Control, LLC's sale of 13 shale bins to International Sales, Inc. and/or any related third party for the minimum cash sales price of $3,000 per Shale Bin; and (ii) granted the Debtor latitude in selling the Shale Bins for less than the minimum price of $3,000 should it become necessary as a result of the condition of the Shale Bin(s). The sale of the 13 Shale Bins to International Sales and/or any unrelated third party is free and clear of all liens, claims and encumbrances. The sale proceeds from the sales are to be paid to WTF Rentals, LLC as a partial payment towards WTF Rentals secured claim. About Advanced Solids Control Advanced Solids Control, LLC, is an oilfield service company specializing in solids control for land-based oil and gas drilling operations. Advanced Solids sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 16-52748) on Dec. 2, 2016. W. Lynn Frazier, managing member, signed the petition. The Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. William R. Davis, Jr., Esq., at Langley & Banack, Inc., serves as bankruptcy counsel to the Debtor. Pena and Grillo PLLC serves as special counsel to the Debtor. ALTOMARE AUTO: Wants Exclusive Plan Filing Moved to Feb. 21 ----------------------------------------------------------- Altomare Auto Group, LLC, d/b/a Union Volkswagen, asks the U.S. Bankruptcy Court for the District of New Jersey to extend the exclusive period for filing a Plan of Reorganization from Feb. 21, 2018, through May 21, 2018, and extending the Debtors' exclusive period in which to obtain confirmation of a Plan of Reorganization from April 22, 2018 through July 22, 2018. A hearing on the Debtor's request is set for Feb. 21, 2018, at 10:00 a.m. As reported by the Troubled Company Reporter on Nov. 20, 2017, the Court previously extended the Debtor's exclusive periods for filing and obtaining confirmation of a Plan of Reorganization, through and including Feb. 21, 2018 and April 22, 2018, respectively. The Debtor has taken substantial steps to streamline its business, disposing of excess inventory, and processing a sale of substantially all of its assets. The Debtor has resolved contested secured claims and is in the process of pursuing litigation against third parties in an attempt to increase available assets for distribution to creditors. The Debtor has filed four omnibus claim objections resulting in a reduction of claims of record by over $700,000. The Debtor has spent the bulk of its time in Chapter 11 (i) negotiating cash collateral arrangements with the secured creditors, (2) negotiating and ultimately obtaining approval for a sale of substantially all of the assets in this estate, (3) engaging in the aforesaid litigation, and (4) objecting to claims. Unfortunately, there was insufficient time before the current exclusivity period expires to prepare, circulate and file a Plan of Reorganization and Disclosure Statement in this case. A mediation hearing is scheduled regarding the Volkswagen litigation which, hopefully, will provide more certainty as to what creditors may receive under a plan in this case. According to the Debtor, additional time is necessary for the Debtors to formulate a plan, now that there is more certainty as to the prospects of, and timing for, distribution to creditors in this case. Good Faith progress towards Reorganization. In the short period of time that the Debtor has been the subject of these Chapter 11 proceedings, the Debtor has accomplished a great deal. The Debtor has negotiated a sale of assets, and obtained an Order approving the sale of substantially all of its assets. The Debtor has resolved contested claims with the secured and other creditors which will be satisfied through the proceeds of sale derived from the sale of their assets. The Debtor has been actively and consistently engaged with creditors in an effort to keep an open line of communication as to the progress of this case. The Debtor is current with Monthly Operating Reports and all other obligations which have accrued since the Chapter 11 filing, with the exception of accrued professional fees. A copy of the Debtor's Motion is available at: http://bankrupt.com/misc/njb16-22376-363.PDF About Altomare Auto Group Altomare Auto Group, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. N.J. Case No. 16-22376) on June 27, 2016. On June 30, 2016, Altomare 22 Union, LLC, filed a Chapter 11 petition (Bankr. D. N.J. Case No. 16-22628). Anthony Altomare, managing member, signed the petitions. The cases are jointly administered and are assigned to Judge John K. Sherwood. At the time of the filing, Altomare Auto disclosed $9.04 million in assets and $12.78 million in liabilities. Meanwhile, Altomare 22 disclosed $256,877 in assets and $6.24 million in liabilities. The Debtors are represented by Daniel Stolz, Esq., at Wasserman, Jurista & Stolz, P.C. The Debtors retained Arent Fox LLP as special automotive counsel; BMC Group, Inc. as its noticing and balloting agent; D.T. Murphy & Company as automotive consultants; and WithumSmith & Brown as accountant. No official committee of unsecured creditors has been appointed in the case. AMPLIFY ENERGY: Aera Energy's Rights Not Impaired Under Plan ------------------------------------------------------------ Bankruptcy Judge Marvin Isgur granted in part Beta Operating Company, LLC's motion for summary judgment and denied Aera Energy LLC et al.'s motion to dismiss the adversary proceeding captioned BETA OPERATING COMPANY, LLC, Plaintiff(s), v. AERA ENERGY LLC, et al, Defendant(s), Adversary No. 17-3365 (Bankr. S.D. Tex.). Beta filed the adversary proceeding against Aera Energy LLC, Noble Energy, Inc., and SWEPI LP or the "Previous Owners" requesting an order: determining that the funds within the Beta Trust are property of Beta's bankruptcy estate; determining that the Previous Owners do not have a right to veto the Bureau of Ocean Energy Management's disbursement orders with respect to the Beta Trust funds; declaring that the Previous Owners' Class 3B claims are unimpaired under Beta's chapter 11 plan; alternatively, determining that the plan provides the Previous Owners with the indubitable equivalent of their claims; disallowing the Previous Owners' claims as contingent claims for reimbursement or contribution; and ordering that the Previous Owners hold no claim against any additional security provided by Beta to BOEM in excess of the Beta Trust funds. Beta subsequently filed a motion for partial summary judgment seeking a determination of its claims, a determination that the Previous Owners have no right to veto a direction given by BOEM with respect to the substitution of current Beta Trust funds with performance bonds by Beta, and an order requiring the Previous Owners to execute or deliver any instrument required to effect a transfer of the funds. The Previous Owners moved to dismiss Beta's complaint pursuant to FED. R. CIV. P. 12(b)(1), (6), and (7), arguing that: Beta's complaint does not fall within the Court's "arising under" or "arising in" jurisdiction; Beta released its claims within various settlement agreements; the Beta Trust funds are not property of Beta's estate; the agreements related to the Beta Trust do not allow Beta to substitute the Trust's current funds without the Previous Owners' consent; and that Beta failed to join BOEM as a necessary party. Based upon the language within section 2.4(a) of the Beta Trust Agreement, as well as the status of the Previous Owners as non-parties to the Beta Trust Agreement, the Court finds that the Previous Owners may not unilaterally object to any approval by BOEM of a substitution of current Beta Trust funds with the proposed performance bonds. When presented with Beta's proposal to substitute the current Beta Trust Funds, BOEM did not object nor did it seek the consent of the Previous Owners. The Previous Owners thus lack the ability to object to Beta's proposed substitution and their Class 3B claims are left unimpaired by the proposed transaction, which is to be completed only with BOEM's consent. Thus, Beta's motion for partial summary judgment is granted in part because the rights of the Previous Owners are not impaired under the confirmed plan. The Previous Owners' motions to dismiss are denied. The bankruptcy case is in re: MEMORIAL PRODUCTION PARTNERS LP, Chapter 11 Debtor, Case No. 17-30262 (Bankr. S.D. Tex.). A full-text copy of Judge Isgur's Memorandum Opinion dated Jan. 19, 2018 is available at https://is.gd/Znun15 from Leagle.com. Memorial Production Partners LP, Debtor, represented by Lauren Z. Alexander -- lauren.alexander@weil.com -- Weil Gotshal, Sean Baldwin , Quinn Emanuel et al, Corey Berman -- corey.berman@weil.com -- Weil Gotshal, Rachel E. Epstein , Quinn Emanuel, Benjamin I. Finestone -- benjaminfinestone@quinnemanuel.com -- Quinn Emanuel Urquhart et al, Gabriel A. Morgan -- gabriel.morgan@weil.com -- Weil, Gothshal & Manges LLP, Alfredo R. Perez -- alfredo.perez@weil.com -- Weil Gotshal et al, Philippe A. Selendy , Quinn Emanuel et al, K. John Shaffer -- johnshaffer@quinnemanuel.com -- Quinn Emanuel, Emily McLemore Smith -- emilysmith@quinnemanuel.com -- Quinn Emanuel Urquhart Sullivan & Edward Soto -- edward.soto@weil.com -- Weil, Gotshal & Manges LLP. US Trustee, U.S. Trustee, represented by Christine A. March, Office of the US Trustee. About Memorial Production Partners LP Houston, Texas-based Memorial Production Partners LP -- http://www.memorialpp.com/-- was a publicly traded partnership engaged in the acquisition, production and development of oil and natural gas properties in the United States. MEMP's properties consisted of mature, legacy oil and natural gas fields. Memorial Production Partners LP, Memorial Production Finance Corporation and their debtor-affiliates filed a Chapter 11 petition (Bankr. S.D. Tex. Lead Case No. 17-30262) on January 16, 2017. The Hon. Marvin Isgur presided over the cases. The Debtors were represented by Alfredo R. Perez, Esq., at Weil, Gotshal & Manges LLP, in Houston, Texas; and Gary T. Holtzer, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, New York. The Debtors' financial advisor was Perella Weinberg Partners LP. The Debtors' restructuring advisor was Alixpartners, LLP. The Debtors' claims, noticing, and solicitation agent was Rust Consulting/Omni Bankruptcy. At the time of filing, the Debtors had estimated assets of $1 billion to $10 billion and estimated debts of $1 billion to $10 billion. * * * On April 14, 2017, the Court entered an order approving the Second Amended Joint Plan of Reorganization of Memorial Production Partners LP and its affiliated Debtors. On May 4, 2017, the Plan became effective pursuant to its terms and the Debtors emerged from the Chapter 11 Cases. In connection with the Chapter 11 Cases and the Plan, MEMP and certain Consenting Noteholders effectuated certain restructuring transactions, pursuant to which Amplify Energy Corp., a Delaware corporation, acquired all of the assets of MEMP, and in accordance with the Plan, MEMP will be dissolved. As a result, the Company became the successor reporting company to MEMP pursuant to Rule 15d-5 of the Securities Exchange Act of 1934, as amended. ANSONIA 1692: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------ An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Ansonia 1692, LLC as of Jan. 26, according to a court docket. About Ansonia 1692 LLC Ansonia 1692, LLC is affiliated with 419 SW 2nd Avenue LLC, owner of a 22-unit rental building in Homestead, Florida, which sought bankruptcy protection on Sept. 27, 2017 (Bankr. S.D. Fla. Case No. 17-21784). Ansonia's principal assets are located at 5405 SW 28th Avenue, Ocala, Florida. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 17-23972) on November 20, 2017. Jose Paradelo, its managing member, signed the petition. At the time of the filing, the Debtor disclosed $1.22 million in assets and $637,000 in liabilities. Judge Laurel M. Isicoff presides over the case. Advantage Law Group, P.A. is the Debtor's bankruptcy counsel. ARMSTRONG ENERGY: Wants to Maintain Plan Exclusivity Until June 29 ------------------------------------------------------------------ Armstrong Energy, Inc., and its debtor affiliates filed with the U.S. Bankruptcy Court for the Eastern District of Missouri a motion seeking for 120-day extension the periods during which they have the exclusive right to (a) file a chapter 11 plan, through and including June 29, 2018, and (b) solicit votes accepting or rejecting a plan, through and including Aug. 28, 2018, without prejudice to their right to seek further extensions. A hearing on the Debtors' Motion will be held on Feb. 14, 2018 at 11:00 a.m. (CT) and Feb. 7 has been set as the objection deadline. The Debtors relate that they are only weeks away from the hearing to confirm their plan of reorganization, which is supported by the vast majority of the Debtors' stakeholders, including Committee and more than 75% of the Debtors' senior secured noteholders. The Plan provides for, among other things, the full and final resolution of all funded debt obligations, wind down of the Debtors' businesses and affairs, substantial recoveries for their creditors, and consummation of a sale transaction. As intended from the outset of these cases, the Debtors have moved expeditiously to effectuate a sale of substantially all of their assets and reach a consensual deal with stakeholders that eases the path to confirmation and emergence. The Plan is the capstone of the Debtors' efforts and the foundation for an emergence contemplated since the beginning of these cases. The confirmation timeline contemplates a confirmation hearing beginning on February 2, 2018 and an anticipated effective date approximately two weeks thereafter, mirroring the milestones contemplated by the Debtors' cash collateral order and plan support agreement. Although the Debtors hope to have their Plan confirmed at the confirmation hearing, they file this motion out of an abundance of caution. The Debtors' progress to date has been achieved in no small part due to the breathing room provided by chapter 11. In the midst of the marketing and sale process, the Debtors believe that maintaining the exclusive right to file and solicit votes on a chapter 11 plan is critical to consummating their chapter 11 strategy. As such, the Debtors assert that extending the Exclusivity Periods will afford the Debtors and their stakeholders time to finish their marketing and sale process, negotiate and confirm a chapter 11 plan, and proceed toward consummation of these chapter 11 cases in an efficient, organized fashion. Therefore, the Debtors request a 120-day extension of the Exclusivity Periods to allow the Debtors to focus on continuing to advance the process and to preclude the costly disruption and instability that would occur if competing plans were to be proposed. The Debtors contend that between now and the confirmation hearing, the Debtors will continue to work with all parties to ensure that the Plan is confirmed and that the Debtors will reach the effective date as contemplated. But should such efforts fail, extended exclusivity will ensure that the Debtors' restructuring process continues to move forward without unnecessary disruption such that the Debtors can maximize value for all stakeholders and emerge from chapter 11 efficiently. About Armstrong Energy Armstrong Energy, Inc., through its 100% wholly owned subsidiary Armstrong Coal Company, Inc., is a producer of steam coal in the Illinois Basin. Armstrong -- http://www.armstrongenergyinc.com/-- controls over 565 million tons of proven and probable coal reserves and operates five mines in Western Kentucky. Armstrong ships coal to utilities via rail, truck and barge and has the capability to provide low cost custom blend coal to fuel virtually any electric power plant in the Midwest and Southeast regions of the nation. The Company employs approximately 600 individuals on a full-time basis. Armstrong Energy and eight affiliates, including Armstrong Coal Company, Inc., sought Chapter 11 protection (Bankr. E.D. Mo. Lead Case No. 17-47541) on Nov. 1, 2017, after reaching a plan that would transfer assets to the Company's senior bondholders and Knight Hawk Holdings, LLC, in exchange for a $90 million credit bid. As of June 30, 2017, Armstrong Energy had $308.95 million in total assets, $435.3 million in total liabilities and a total stockholders' deficit of $126.3 million. The Hon. Kathy A. Surratt-States is the case judge. The Debtors tapped Kirkland & Ellis LLP as bankruptcy counsel; Armstrong Teasdale LLP as local counsel; Maeva Group, LLC, as financial advisor; FTI Consulting, Inc., as restructuring advisor; and Donlin, Recano & Company, Inc., as claims and noticing agent. The Supporting Holders tapped Paul, Weiss, Houlihan and Carmody MacDonald P.C. as counsel; and Houlihan Lokey, Inc., as financial advisor. Knight Hawk tapped Jackson Kelly PLLC as counsel. Majority shareholder Rhino Resource Partners Holdings LLC is represented by Thompson & Knight LLP. Thoroughbred Resources, L.P., is represented by Willkie Farr & Gallagher LLP. ATD CAPITOL: Taps Blakesberg & Company as Accountant ---------------------------------------------------- ATD Capitol, LLC, seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Blakesberg & Company as its accountant. The firm will assist the Debtor in preparing its monthly reports, projections and tax compliance filings, and will provide other accounting services related to its Chapter 11 case. Jon Blakesberg, the accountant who will be providing the services, will charge an hourly fee of $225. The firm's accounting staff will charge $135 per hour. Mr. Blakesberg disclosed in a court filing that he is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. Blakesberg & Company can be reached through: Jon D. Blakesberg Blakesberg & Company 951 S.W. 4th Avenue Boca Raton, Florida 33432-5803 Phone: (561)750-8300 Fax: (561)750-8332 E-mail: jon@blakesbergcpas.com About ATD Capitol ATD Capitol, LLC, was incorporated on Aug. 12 2015, and is in the office and public building furniture business. ATD is an affiliate of Capitol Supply, Inc., which sought bankruptcy protection (Bankr. S.D. Fla. Case No. 17-21544) on Sept. 20, 2017. ATD Capitol, LLC, based in Boca Raton, FL, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 17-22257) on Oct. 9, 2017. In the petition signed by Robert J. Steinman, president, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. The Hon. Paul G. Hyman, Jr. presides over the case. Bradley Shraiberg, Esq., at Shraiberg Landau & Page, P.A., serves as bankruptcy counsel to the Debtor. BARTLETT MGMT: Selling Riverside Restaurant Equipment for $75K -------------------------------------------------------------- Bartlett Management Services, Inc. ("BMSI"), and affiliates ask the U.S. Bankruptcy Court for the Central District of Illinois to authorize the sale of BMSI's restaurant equipment located at its location at 6566 East Riverside, Loves Park, Illinois, to Istref Sam Sabani for $75,000. The Debtors consist of 33 current franchises of KFC Corp., the franchisor of the Kentucky Fried Chicken quick-service restaurant chain that provides a diverse menu of chicken and related side dishes and desserts. Each of the Debtors is a distinct franchisee of the Franchisor, with each restaurant subject to its own, substantially similar, franchise agreement. The Debtors lease 29 of their 33 locations. The Debtors' principal financial problem -- and the one leading to the filing of these Cases -- lies in the excessive and above-market rental rates that they are paying for many of their restaurant locations. Three of the Debtors' locations -- more specifically BMSI -- are subject to the Master Lease ("NREH Locations"). The Machesney and Janesville locations long have operated at a significant profit, whereas Riverside historically has served as a significant cash drain on the Debtor. In late 2015, with the Debtor desperately in need of cash to continue operations, but having experienced significant sales growth that year, NREH agreed to purchase (and lease back) the NREH Locations from the Debtor. The rent NREH charged for NREH Locations under the Master Lease represented fair market rates for the properties, but the parties knew that Riverside would not be able to survive unless it experienced significant sales growth in the coming years. Unfortunately, sales at Riverside did not increase sufficiency during 2016, and in late 2016, the Debtor began requesting that NREH sell Riverside, remove it from the Master Lease, and thereby free the Debtor of its obligations to pay rent for this location. Meanwhile, in March 2017, while the NREH's efforts to sell Riverside were in progress, a fire destroyed the Machesney restaurant. Because Machesney and Riverside serve overlapping customer bases, sales at Riverside improved sufficiently after the fire for the Debtor to continue operating in the short run. Nevertheless, regardless of whether BMSI ultimately assumes or rejects the Master Lease, Riverside will require closure. In September 2017, NREH located a third-party buyer for the Riverside property, and on Sept. 28, 2017, NREH entered into the RE Contract to sell the Riverside real property to the Purchaser by Dec. 27, 2017. Because the Purchaser does not intend to continue the location as a KFC, the Purchaser included as a (poorly drafted and ambiguous) Addendum to the RE Contract an agreement to the effect that the Debtor would sell certain restaurant equipment to the Purchaser for $75,000 (i.e., significantly above the liquidation value for the Equipment). On Sept. 28, 2017, NREH and the Debtor entered into a formal Contract for Purchase and Sale pursuant to which the Debtor was to sell the Equipment to the Purchaser for $75,000, also by Dec. 27, 2017, and contingent on the sale of the Real Property. After NREH learned from the Debtor that it could not complete the Equipment Sale by Dec. 27, 2017, NREH obtained from the Purchaser an extension of the RE Contract to Feb. 15, 2018, which the Purchaser conveyed to NREH was the latest date to which it would delay the closing Because the sale of the Equipment was a required aspect of the RE Contract, and because the Debtor likely would have needed the Court's approval to amend the Equipment Agreement, the Debtor neither solicited nor signed a corresponding extension of the closing date for the Equipment, but the Purchaser has agreed to purchase the Equipment for $75,000 so long as the transaction occurs by Feb. 15, 2018. Heartland Bank and Trust Co. ("HBT"), the Debtors' principal secured lender, possesses a perfected security interest in all of BMSI's personal property at Riverside; and HBT has agreed to release its security interest and lien on the Riverside Equipment, with its liens to attach to the net proceeds of the sale of the Equipment. Unfortunately, at the time of the filing of the Case, the Debtor omitted to advise the Debtor's counsel of the contemplated Riverside sale. Nor did the Debtor make arrangements for the closing of the Riverside location at the time of the sale. The Debtor's counsel learned of the anticipated Equipment Agreement on Dec. 12, 2017 and did not learn of the absence of arrangements for the closing of the location until late in the first week of January 2018. The Debtor had anticipated filing a motion to approve the Equipment Agreement once the initial emergency motions were resolved, a Creditors' Committees were formed and, quite frankly, the Debtors' counsel had obtained some relief from the time pressures attendant to dealing with those motions, finalizing the voluminous schedules and statements and completing the nearly as voluminous production of materials for, and conducting of, the Initial Debtor Interview with the UST (on January 6). Unfortunately, on the morning of Dec. 28, 2017, the Debtors' counsel suffered partial paralysis of his left arm, substantially impairing his ability to type and write for approximately 10 days. Then, on Jan. 10, 2018, the Debtors' counsel learned, in a single call from relatives, that his uncle had died, that his father was having heart surgery the following day. And although, ironically, counsel's arm condition prevented him from traveling to the East Coast to be with his family, these events delayed his ability to focus on the drafting of the Motion. In any event, after explaining to the Debtor and NREH's counsel the various bankruptcy-related issue that the sales raise, NREH has agreed, in the Amendment to Master Lease (a) that the pre-petition property taxes owing from the Debtor to NREH will only be paid if the Debtor assumes the Master Lease' (b) that the Debtor will pay no rent for February 2018; and and (c) that even if the sales fail to close, the Debtor will owe no rent to NREH through and including May 2018. The Debtor asks the Court to approve the sale of the Equipment in Riverside free and clear of liens, claims and interests, with the liens against such Equipment to attach to the net sale proceeds. It further asks the Court to approve an amendment to the Master Lease governing Riverside to allow for the concurrent sale of both the Equipment, and the sale of Riverside (and various concessions by the owner/lessor of the Riverside location. The Debtor asks the Court to schedule a hearing on the Motion -- by which any objection may be filed or presented orally -- for Feb. 6, 2018, concurrently with the hearing on Debtors' Hybrid Section 363 and 327(b) Motion to Continue Employment of Outside Accounting and Financial Advisory Firm, so that BMSI may close the sale by the Feb. 15, 2018, closing deadline. The proceeds of the sale will reduce the Debtors' obligation to HBT at a price that is substantially above fair market value for the Equipment. Accordingly, it asks the Court to approve the relief sought. Finally, the Debtor asks the Court to waive the stay period under Rule 6004(h). A copy of the Agreement and the Lease attached to the Motion is available for free at: http://bankrupt.com/misc/Bartlett_Management_169_Sales.pdf The Purchaser: Istref Sam Sabani 796 Riverside Road Belvidere, IL 61008 About Bartlett Management Services Bartlett Management Services, Inc., Bartlett Management Indianapolis, Inc., and Bartlett Management Peoria, Inc., won 33 current franchises of KFC Corporation, the franchisor of the Kentucky Fried Chicken quick-services restaurant chain that provides a diverse menu of chicken and related side dishes and desserts. Bartlett Management Services and its affiliates sought Chapter 11 protection (Bankr. C.D. Ill. Lead Case No. 17-71890) on Dec. 5, 2017. The Debtors have sought joint administration of the cases under Case No. 17-71890. Robert E. Clawson, president, signed the petitions. Bartlett estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. The Hon. Mary P. Gorman presides over the cases. Jonathan A Backman, Esq., at the Law Office of Jonathan A. Backman, serves as bankruptcy counsel to the Debtors. The Debtors also hired Valenti Florida Management, Inc., as accountant and financial advisor, Steven A. Nerger of Silverman Consulting, Inc., as chief restructuring officer. On Jan. 8, 2018, the Office of the United States Trustee appointed an Unsecured Creditors' Committee in each of the three cases. On Jan. 19, 2018, counsel filed appearances on behalf of all three Committees. BERRY PETROLEUM: Moody's Rates Proposed $350MM Unsec. Notes B3 -------------------------------------------------------------- Moody's Investors Service assigned first time ratings to Berry Petroleum Company, LLC, including a B2 Corporate Family Rating (CFR), B2-PD Probability of Default Rating and a B3 rating on its proposed $350 million senior unsecured notes. The rating outlook is stable. Berry intends to use the net proceeds from the offering to pay down borrowings under its revolving credit facility and for general corporate purposes. "Berry Petroleum benefits from a durable asset base in California and low leverage, but has a concentrated production portfolio and modest scale," stated James Wilkins, Moody's Vice President. The following summarizes the ratings activity. Ratings Assigned: -- Issuer: Berry Petroleum Company, LLC -- Corporate Family Rating, Assigned B2 -- Probability of Default Rating, Assigned B2-PD -- $350 million Senior Unsecured Regular Bond/Debenture, Assigned B3 (LGD5) Outlook actions -- Outlook, assigned Stable RATINGS RATIONALE Berry's B2 CFR is constrained by its modest size, limited asset diversification, customer concentration and relatively high cost production using thermal oil recovery. The company benefits from low leverage, and a steady but growing production profile in the low-decline oil assets in California's San Joaquin Basin. Moody's expect Berry will modestly grow its production volumes while internally funding capital expenditures. Leverage is low (as measured by asset coverage of debt, PV-10 as of November 30, 2017 to Debt of 2.8x) and is expected to remain so, supported by management's conservative financial policy (the company targets a long-term, through the cycle leverage ratio between 1.5x and 2.0x) and positive free cash flow generation. The $350 million senior unsecured notes are rated B3, one notch below the B2 Corporate Family Rating (CFR), consistent with Moody's Loss Given Default Methodology. The notching reflects the notes' more junior priority of claim on assets relative to the largely undrawn $412.5 million secured revolver debt and the amount of secured debt. If Berry increases the size of its bank credit facility, the notes could be downgraded and double notched. Moody's expect Berry to redeem the perpetual preferred equity ($358 million as of January 31, 2018), which yields 6%, but do not expect the company to significantly increase its leverage in doing so. The notes and revolver are guaranteed by Berry Petroleum Company, LLC's parent, Berry Petroleum Corporation. Berry Petroleum Company, LLC does not have any subsidiaries, but in the future restricted subsidiaries of Berry Petroleum Corporation will guarantee the notes. Berry has good liquidity supported by cash flow from operations and undrawn borrowing capacity under its revolving credit facility due 2022. Moody's expects the company to target a moderate growth profile such that it produces breakeven or positive free cash flow. As of September 30, 2017, the revolver had a borrowing base of $500 million (which will be reduced to $412.5 million following the $350 million notes offering) and approximately $360 million of availability, pro forma for the notes offering and considering $21 million of outstanding letters of credit. The revolving credit facility has two maintenance financial covenants -- a maximum leverage ratio of 4.0x and minimum current ratio of 1.0x. Moody's expects Berry to remain well within the stated covenants through 2018. The company has no near-term debt maturities. The stable outlook reflects Moody's expectation that Berry will fund its capital spending within internally generated cash flow as it grows production modestly. An upgrade could be considered if Berry achieves production volumes of 40 Mboe/d while maintaining strong financial metrics. The ratings may be downgraded if the company's retained cash flow to debt appears likely to fall below 15%, capital efficiency deteriorates, or leverage meaningfully increases. The principal methodology used in these ratings was Independent Exploration and Production Industry published in May 2017. Berry Petroleum Company, LLC, headquartered in Bakersfield, California, is an independent oil & gas exploration and production company with operations focused in California's San Joaquin Basin that account for roughly 70% of its production and 90% of its PV-10 value as well as operations in Utah, Colorado and Texas. Oil comprises about 80% of production. BILLNAT CORP: $347K Sale of Vehicles & FF&E to Hilco Approved ------------------------------------------------------------- Judge Maria L. Oxholm of the U.S. Bankruptcy Court for the Eastern District of Michigan authorized BillNat Corp.'s sale of vehicles, furniture, fixtures, and equipment at the "File Buy Locations" where the Debtor still has lease obligations to Hilco Fixture Finders, LLC, for $86,500, plus 50% of all Gross Proceeds in excess of $260,000. The sale is free and clear of any and all Liens, Claims, and Encumbrances, with all such Liens Claims, and Encumbrances to attach only to the proceeds of the Sale Assets. The sale approved by the Order is not subject to avoidance or any recovery or damages pursuant to section 363(n) of the Bankruptcy Code. Hilco and the Debtor will have no obligation to proceed with the Closing until all conditions precedent to their respective obligations to do so have been met, satisfied, or waived as set forth on the Hilco Agreement. The Debtor is authorized to assume the Hilco Agreement pursuant to section 365(a) of the Bankruptcy Code. Notwithstanding Bankruptcy Rules 6004 and 6006, the Order will be effective and enforceable immediately upon entry and its provisions will be self-executing. Time is of the essence in closing the sale referenced, and the Debtor and Hilco intend to close the sale as soon as practicable. If and to the extent that Section 362 may be applicable to a particular action in connection with the Hilco Agreement and sale, the automatic stay pursuant to section 362 of the Bankruptcy Code is lifted with respect to the Debtor to the extent necessary, without further order of the Court, to allow Hilco to deliver any notice provided for in the Hilco Agreement and allow Hilco to take any and all actions permitted under the Hilco Agreement in accordance with the terms and conditions thereof. About BillNat Corp. BillNat Corporation operates 20 retail pharmacies from leased facilities in Southern Michigan under the name "Sav-On Drugs". It was solely owned by Mr. William G. Newman until all of its capital stock was acquired by the Frank W. Kerr Company in exchange for Mr. Newman receiving additional shares of Kerr in a transaction that closed in August 2015, but was retroactively effective as of Dec. 15, 2014. Novi, Michigan-based Frank W. Kerr Company filed a Chapter 7 petition on Aug. 23, 2016. The Debtor consented to and the Court entered an order for relief under Chapter 11, converting the case to a Chapter 11 proceeding (Bankr. E.D. Mich. Case No. 16-51724) on Sept. 19, 2016. Kerr tapped McDonald Hopkins PLC as counsel. Epiq Bankruptcy Solutions, LLC, serves as the Debtor's noticing, claims and balloting agent. The Debtor hired Conway Mackenzie Management Services, LLC, as restructuring consultant and Jeffrey K. Tischler as chief restructuring officer. BillNat Corporation filed a petition seeking relief under Chapter 11 of the United States Bankruptcy Code (Bankr. E.D. Mich. Case No. 17-54357) on Oct. 13, 2017. BillNat estimated assets of $10 million to $50 million and debt of $50 million to $100 million. The case judge is the Hon. Maria L. Oxholm. On Nov. 9, 2017, the U.S. Trustee, Deniel M. McDermott, appointed two creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Billnat Corporation. The Committee members are: (1) Curt Johnson, Credit Manager (Committee Chair) and (2) Michelle Konwinski, Controller. The Creditors Committee retained Lowenstein Sandler LLP as lead counsel; Wolfson Bolton PLLC as local counsel; and BDO USA, LLP, as financial advisor. BLINK CHARGING: Files 6th Amendment to 4.6M Units Prospectus ------------------------------------------------------------ Blink Charging Co. filed with the Securities and Exchange Commission an amendment no.6 to its Form S-1 registration statement in connection with a firm commitment public offering of 4,600,000 units, each unit consisting of one share of its common stock, $0.001 par value per share, and one warrant to purchase one share of Common Stock, of Blink Charging Co., based on the last reported price of the Common Stock as reported on the OTC Pink Current Information Marketplace on Jan. 11, 2018, which was $5.00 per share. The warrants included within the units are exercisable immediately, have an exercise price of $___ per share, 150% of the public offering price of one unit, and expire five years from the date of issuance. The units will not be issued or certificated. Purchasers will receive only shares of Common Stock and warrants. The shares of Common Stock and warrants may be transferred separately, immediately upon issuance. The offering also includes the shares of Common Stock issuable from time to time upon exercise of the warrants. Blink Charging's Common Stock is presently quoted on the OTC Pink Current Information Marketplace under the symbol "CCGI". The last reported sales price for the Company's Common Stock as reported on the OTC Pink Current Information Marketplace on Jan. 24, 2018 was $7.00. The Company has applied to have its Common Stock and warrants listed on The NASDAQ Capital Market under the symbols "BLNK" and "BLNKW," respectively, which listing it expects to occur upon consummation of this offering and is a condition of this offering. No assurance can be given that our application will be approved. There is no established public trading market for the warrants. No assurance can be given that a trading market will develop for the warrants. A full-text copy of the Form S-1/A is available for free at: https://is.gd/pwO1Zc About Blink Charging Co. Based in Miami Beach, Florida, Blink Charging Co. (OTC: CCGID), formerly known as Car Charging Group, Inc. -- http://www.CarCharging.com/, http://www.BlinkNetwork.com/,and http://www.BlinkHQ.com/-- is a national manufacturer of public electric vehicle (EV) charging equipment, enabling EV drivers to easily charge at locations throughout the United States. Headquartered in Florida with offices in Arizona and California, Blink Charging's business is designed to accelerate EV adoption. Blink Charging offers EV charging equipment and connectivity to the Blink Network, a cloud-based software that operates, manages, and tracks the Blink EV charging stations and all the associated data. Blink Charging also has strategic property partners across multiple business sectors including multifamily residential and commercial properties, airports, colleges, municipalities, parking garages, shopping malls, retail parking, schools, and workplaces. The Company's name change to Blink Charging from Car Charging Group, Inc., integrates the Company's largest operating entity, Blink Network, and represents the thousands of Blink EV charging stations that the Company owns and/or operates, and the Blink network, the software that manages, monitors, and tracks the Blink EV stations and all its charging data. Car Charging reported a net loss attributable to common shareholders of $9.16 million for the year ended Dec. 31, 2016, compared with a net loss attributable to common shareholders of $9.58 million for the year ended Dec. 31, 2015. As of Sept. 30, 2017, Blink Charging had $1.90 million in total assets, $67.79 million in total liabilities, $825,000 in series B convertible preferred stock, and a $66.71 million total stockholders' deficiency. Marcum 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 net losses since inception and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. BLUE CHIP VENTURES: Taps Hilco as Real Estate Advisor ----------------------------------------------------- Blue Chip Ventures LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Hilco Real Estate LLC as its real estate advisor. The firm will assist the company and its affiliate Red Chip Ventures Inc. in marketing and selling three contiguous empty lots in Manhattan. The proceeds of the purchase price remaining after payment of Hilco's fee will be allocated between the estates of Blue Chip Ventures and Red Chip Ventures, which filed a separate Chapter 11 case. Under the services agreement, Hilco will advance a marketing investment budget of up to $21,521 to market the properties and will be paid a buyer's premium of 5% of the purchase price for the properties but will receive a commission of only 1% of any credit bid. Moreover, the firm will be reimbursed its marketing expenses actually expended only if there is no sale of the properties, the properties are sold through a successful credit bid, or the auction is cancelled. Jeff Azuse, senior vice-president of Hilco, disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Jeff Azuse Hilco Real Estate LLC 5 Revere Dr., Suite 320 Northbrook, IL 60062 Phone: 847.714.1288 About Blue Chip Ventures Blue Chip Ventures LLC listed its business as a single asset real estate (as defined in 11 U.S.C. Section 101(51B)), whose principal place of business is located at 578 Driggs Avenue, Brooklyn, New York. Blue Chip Ventures sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 17-12686) on Sept. 25, 2017. In the petition signed by Melvin Caro, managing member, the Debtor estimated assets of $1 million to $10 million and liabilities of less than $1 million. Judge Sean H. Lane presides over the case. Isaac Nutovic, Esq., at Nutovic & Associates, is the Debtor's bankruptcy counsel. BRANDENBURG FAMILY: Case Summary & 7 Unsecured Creditors -------------------------------------------------------- Debtor: The Brandenburg Family Limited Partnership 6319 Mountain Church Road Jefferson, MD 21755-9504 Type of Business: The Brandenburg Family Limited Partnership is a family limited partnership in Jefferson, Maryland. Chapter 11 Petition Date: January 25, 2018 Court: United States Bankruptcy Court District of Maryland (Greenbelt) Case No.: 18-11041 Judge: Hon. Thomas J. Catliota Debtor's Counsel: Gary R. Greenblatt, Esq. MEHLMAN, GREENBLATT & HARE, LLC 723 South Charles Street, Suite LL3 Baltimore, MD 21230 Tel: (410) 547-0300 Fax: (410) 547-7474 E-mail: grgreen@mehl-green.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Dwight C. Brandenburg, managing partner. A copy of the Debtor's list of seven unsecured creditors is available for free at http://bankrupt.com/misc/mdb18-11041.pdf CARAUSTAR INDUSTRIES: Moody's Cuts CFR to B3 on Limited Liquidity ----------------------------------------------------------------- Moody's Investors Service downgraded the corporate family rating of Caraustar Industries, Inc. to B3 from B2 and the probability of default rating to B3-PD from B2-PD. Moody's also downgraded instrument ratings. The downgrade reflects Moody's expectations of limited liquidity and leverage that will likely remain above 6 times in 2018 given Moody's view that recycled fiber prices will be on average unchanged in 2018 compared to 2017, while the company will realize only a portion of the announced price increases limiting potential EBITDA and free cash flow improvement in 2018. The ratings outlook is stable. Downgrades: Issuer: Caraustar Industries, Inc. -- Probability of Default Rating, Downgraded to B3-PD from B2-PD -- Corporate Family Rating, Downgraded to B3 from B2 -- Senior Secured Term Loan, Downgraded to B3(LGD4) from B2(LGD4) -- Senior Secured ABL Revolving Credit Facility, Downgraded to Ba3(LGD1) from Ba2(LGD1) Outlook Actions: Issuer: Caraustar Industries, Inc. -- Outlook, Remains Stable RATINGS RATIONALE The downgrade to B3 reflects weak credit metrics and negative free cash flow in 2017 due to a rise in raw material costs and expectations that leverage will remain over 6 times in 2018 despite some recent positive developments in the recycled board market. Average prices for a benchmark recycled fiber grade used by Caraustar to make its paperboard - old corrugated containers (OCC) - increased 50% in 2017, driven by strong domestic demand and a run up in Chinese demand ahead of its implementation of tighter environmental rules for recycled fiber imports. Although OCC prices declined at the end of 2017, Moody's expect average prices in 2018 will be in line with 2017. Moody's expect the company to realize a portion of the price increases announced by recycled board producers, but Moody's expect leverage to remain above 6 times in 2018. Moody's expect the company generate a modest amount of free cash flow and maintain adequate, but rather weak, liquidity over the next 12 months Caraustar's B3 corporate family rating reflects weak credit metrics and potential earnings volatility due to exposure to volatile recycled fiber costs. The rating also reflects limited product diversity with concentration in the recycled paperboard industry that faces low organic growth rates and therefore may experience pricing pressures. Caraustar benefits from its position as the second largest producer of uncoated recycled paperboard (URB) in North America, which converts roughly 40% of the board it produces. With low organic growth rates and private-equity ownership the company has supplemented its growth with acquisitions and capital investments and does not have a history of consistent debt paydown. The stable outlook reflects Moody's expectations that average recycled fiber costs will remain flat year-on-year in 2018, but the company will improve its earnings and free cash flow through price increases. To achieve an upgrade, the company needs to reduce debt-to-EBITDA to below 5.5 times and improve its liquidity. The ratings could be downgraded if recycled fiber costs rise in 2018 and credit metrics fail to improve. Specifically, the rating could be downgraded if free cash flow remains negative in 2018 and leverage remains above 6.5 times. Any deterioration in liquidity would also pressure the rating. The rating could also be downgraded if the company pursues a significant debt-financed acquisition or dividend recapitalization while its metrics are stretched. The principal methodology used in these ratings was Global Paper and Forest Products Industry published in October 2013. Headquartered in Austell, Georgia, Caraustar Industries, Inc. is an integrated manufacturer of 100% recycled paperboard and converted paperboard products. Caraustar serves the four principal recycled boxboard product end-use markets: tubes and cores, folding cartons, gypsum facing paper and specialty paperboard products. The company has 13 paper mills that produce both uncoated recycled board and coated recycled board, 42 tube and core converting plants, 7 folding carton converting plants and 1 composite can facility. Caraustar reported sales of $1.3 billion in the twelve months ended September 30, 2017. Caraustar is a portfolio company of H.I.G. Capital. CAROLEI REALTY: Case Summary & 2 Unsecured Creditors ---------------------------------------------------- Debtor: Carolei Realty LLC 156 Valentine Street Yonkers, NY 10704 Business Description: Carolei Realty LLC, a privately held company, listed its business as a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). The company owns in fee simple a real property located at 800 Allerton Avenue Bronx, NY 10467 with a revenue-based valuation of $3 million. Chapter 11 Petition Date: January 26, 2018 Court: United States Bankruptcy Court Southern District of New York (White Plains) Case No.: 18-22145 Judge: Hon. Robert D. Drain Debtor's Counsel: Dawn Kirby, Esq. DELBELLO DONNELLAN WEINGARTEN WISE & WIEDERKEHR, LLP One North Lexington Avenue White Plains, NY 10601 Tel: (914) 681-0200 Fax: 914-681-0288 E-mail: dkirby@ddw-law.com Total Assets: $3.15 million Total Liabilities: $83,915 The petition was signed by John Ciardullo, managing member. A copy of the petition, containing a list of the Debtor's two unsecured creditors, is available for free at: http://bankrupt.com/misc/nysb18-22145.pdf CHATEAU CREOLE: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Chateau Creole Apartments, LLC 162 New Orleans Blvd Houma, LA 70364 Type of Business: Chateau Creole Apartments, LLC is privately held real estate company that owns 208 residential rental units located at 273 Monarch Drive, Houma, Louisiana valued at $6.25 million (based on revenue). Chapter 11 Petition Date: January 25, 2018 Case No.: 18-10148 Court: United States Bankruptcy Court Eastern District of Louisiana (New Orleans) Debtor's Counsel: Frederick L. Bunol, Esq. THE DERBES LAW FIRM, L.L.C. 3027 Ridgelake Drive Metairie, LA 70002 Tel: (504) 837-1230 Fax: (504) 832-0327 E-mail: fbunol@derbeslaw.com Total Assets: $6.27 million Total Liabilities: $9.89 million The petition was signed by Damon J. Baldone, 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/laeb18-10148.pdf CINEVIA CORPORATION: Hires Cerrato Zeballos as Accountant --------------------------------------------------------- Cinevia Corporation seeks authority from the U.S. Bankruptcy Court for the District of Puerto Rico to employ Ronald F. Cerrato Zeballos, as accountant to the Debtor. Cinevia Corporation requires Cerrato Zeballos to assist the Debtor in accounting matters and compliance with tax return filing and reporting matters. Cerrato Zeballos will be paid $300 per month. Cerrato Zeballos will also be reimbursed for reasonable out-of-pocket expenses incurred. Ronald F. Cerrato Zeballos, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Cerrato Zeballos can be reached at: Ronald F. Cerrato Zeballos Urb. Rio Hondo 2, AB 15 Calle Rio Fajardo Bayamon, PR 00961 Tel: (787) 402-1242 About Cinevia Corporation Cinevia Corporation, filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 18-00135) on January 12, 2018, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Noemi Landrau Rivera, Esq., at Landrau Rivera & Associates. CITGO PETROLEUM: S&P Assigns 'B-' Corp. Credit Ratings ------------------------------------------------------ S&P Global Ratings said that its 'B-' corporate credit ratings on U.S. refinery company CITGO Petroleum Corp. and CITGO Holding Inc., a U.S. holding company that owns PDVSA's interests in CITGO Petroleum, are unchanged. The ratings remain on CreditWatch where S&P placed them with developing implications on Dec. 7, 2017. S&P said, "Our 'B+' issue-level rating on CITGO Petroleum's senior secured debt is also unchanged. The recovery rating on the debt remains '1', which indicates the likelihood of very high (90%-100%; rounded estimate: 95%) recovery following a default. Finally, our 'B-' issue-level rating on CITGO Holding's outstanding senior secured debt due 2018 and 2020 is unchanged. The recovery rating is '3', reflecting our expectation for meaningful (50%-70%; rounded estimate: 55%) recovery in the event of default. The issue-level ratings remain on CreditWatch with developing implications where we placed them on Dec. 7, 2017." CITGO Petroleum owns three refining assets with a combined nameplate capacity of 749,000 barrels per day--two in the Gulf Coast and one near Chicago--that have collectively the highest complexity ratings of all U.S. refiners. Petroleum also owns and operates an extensive distribution network of 33 refined product terminals with a storage capacity of 8.9 million barrels in the eastern and upper Midwest regions as well as having equity ownership of an additional 10 terminals with 3.9 million barrels of storage capacity and supplies fuels to about 5,300 branded (but independently owned) retail gas stations in the eastern and upper Midwest regions of the U.S. S&P said, "The 'B-' rating on CITGO is a result of our assessment that CITGO is an "insulated subsidiary" of PDVSA under our group rating methodology. In cases where the rating on the parent is in the 'CCC' category (or lower as it is here), our group rating methodology caps the rating of the insulated subsidiary at 'B-' if we believe the subsidiary will not be included in a potential bankruptcy of its parent. The rating of an insulated subsidiary is usually one notch above the rating of the parent, so the rating on CITGO will not go up, absent any change in ownership, until PDVSA is rated at least 'B-' itself. "Our ratings on CITGO would likely be higher were it no longer owned by PDVSA. This is represented by the stand-alone credit profile (SACP) or 'b+', which is S&P Global Ratings' assessment of CITGO's creditworthiness absent any impact from the credit quality of its owner." CreditWatch with developing implications means that there is a high likelihood of a rating action, either negative or positive, within the next 90 days. Events that would lead to a negative rating action would include PDVSA seeking bankruptcy protection that a court agrees must include CITGO or the government of Venezuela taking an action that has a negative impact on the operational capability of CITGO, such as forcing an asset sale that alters the cash flow profile of the company. While the relevant credit documents governing CITGO's debt greatly limit any sale of assets and payment to PDVSA of the resulting proceeds, PDVSA's 100% control of CITGO and extremely difficult financial position provide incentive for PDVSA to try to monetize assets at CITGO in some way. Given the immediate need for cash in Venezuela, there is a chance that PDVSA may seek to sell CITGO, which would lead to an upgrade, at least to its current stand-alone credit profile of 'b+' and potentially higher depending on the linkage between CITGO and the buyer. Given the overhang of PDVSA's ownership and the current political situation in Venezuela, we believe that there is a somewhat great likelihood of a negative rating action than a positive one. However, it is important to stress that it is difficult to know with any certainty what is happening in Venezuela, the motivations of the relevant parties, and any potential end game. COCRYSTAL PHARMA: Effects 1-for-30 Reverse Common Stock Split ------------------------------------------------------------- The Board of Directors of Cocrystal Pharma, Inc. filed an amendment with the Delaware Secretary of State to effect a one-for-30 reverse split of the Company's class of Common Stock. The Amendment took effect on Jan. 24, 2018. No fractional shares will be issued or distributed as a result of the Amendment. In lieu of issuing additional shares, all shareholders who would be entitled to receive one or more fractional shares as a result of the reverse stock split will receive cash payment for their fractional shares. There was no change in the par value of its common stock. About Cocrystal Pharma Cocrystal Pharma, Inc., formerly known as Biozone Pharmaceuticals, Inc., is a pharmaceutical company with a mission to discover novel antiviral therapeutics as treatments for serious and/or chronic viral diseases. Based in Tucker, Georgia, Cocrystal Pharma employs unique technologies and Nobel Prize winning expertise to create first- and best-in-class antiviral drugs. These technologies and the Company's market-focused approach to drug discovery are designed to efficiently deliver small molecule therapeutics that are safe, effective and convenient to administer. The report from BDO USA, LLP, in Seattle, Washington, the Company's independent registered public accounting firm for the year ended Dec. 31, 2016, included an explanatory paragraph stating that that the Company has suffered recurring losses from operations and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. Cocrystal Pharma reported a net loss of $74.87 million in 2016, a net loss of $50.12 million in 2015 and a net loss of $99,000 in 2014. As of Sept. 30, 2017, Cocrystal Pharma had $122.3 million in total assets, $22.25 million in total liabilities and $99.99 million in total stockholders' equity. COMPREHENSIVE VASCULAR: Needs More Time to Market Office Building ----------------------------------------------------------------- Comprehensive Vascular Surgery of Georgia, Inc., asks the U.S. Bankruptcy Court for the Northern District of Georgia to further extend the Debtor's exclusive periods during which only the Debtor can file a plan of reorganization and solicit acceptance of the plan to and including March 30, 2018, and May 30, 2018, respectively. A hearing to consider the Debtor's request is set for Feb. 18, 2018, at 10:30 a.m. As reported by the Troubled Company Reporter on Dec. 18, 2017, the Court previously extended the exclusive periods for filing a plan of reorganization and soliciting acceptances to the plan to Feb. 24, 2018, and April 25, 2018, respectively. The Debtor says that though this case is not overly large or complex, the case involves a medical practice that is very important to the patients and communities it serves, as well as to its employees. The Debtor has made significant progress in this case. Over the ten months the case has been pending, the Debtor has continued its operations, is paying its administrative debts as they come due, is paying its employees, and has made substantial progress negotiating with its creditors toward the overall goal of confirming a Chapter 11 plan. The Debtor submits that it will require additional time than is afforded by the present Exclusive Periods to accomplish that goal. The Debtor previously advised that it expected to soon file a motion for authority to sell its medical office building -- the Debtor's principal tangible asset -- the proceeds of which were anticipated to satisfy all claims against the Debtor. Unfortunately, that sale did not proceed as expected, but the Debtor is continuing in its efforts to sell the building, and is otherwise continuing in its negotiations with creditors. Accordingly, the Debtor is making good faith progress toward reorganization, and is demonstrating reasonable prospects for filing a viable plan. The Debtor assure the Court that it is not seeking this extension to put pressure on its creditors, but rather needs more time than is afforded by the current Exclusive Periods to market and sell its medical office building, continue negotiations with creditors, obtain adequate information for a plan, and to prepare appropriate court filings for a plan. A copy of the Debtor's request is available at: http://bankrupt.com/misc/ganb17-53761-86.pdf About Comprehensive Vascular Surgery of Georgia Comprehensive Vascular Surgery of Georgia, Inc., provides in-patient and out-patient vascular surgery services and related diagnostic evaluation and therapeutic services. Comprehensive Vascular Surgery of Georgia, Inc., filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 17-53761) on March 1, 2017. The Debtor estimated $1 million to $10 million in assets and liabilities. The petition was signed by Albert T. Tagoe, M.D., its CEO. Bryan E. Bates, Esq., at Dentons US LLP, is the Debtor's counsel. The Debtor hired Shane Investment Property Group, LLC, as commercial real estate broker. COMSTOCK RESOURCES: Reports 27% Growth in Proved Oil & Gas Reserves ------------------------------------------------------------------- Comstock Resources, Inc., announced that its proved oil and natural gas reserves as of Dec. 31, 2017 were estimated by its independent petroleum engineering firm at 7.6 million barrels of crude oil and 1,117 billion cubic feet ("Bcf") of natural gas or 1,162 billion cubic feet of natural gas equivalent ("Bcfe") as compared to total proved reserves of 916 Bcfe as of Dec. 31, 2016. Comstock replaced its 2017 production by 387% and grew its proved reserves by 27%. Of the proved reserves at Dec. 31, 2017, 41% are classified as proved developed and 98% are operated by Comstock. The present value, using a 10% discount rate, of the future net cash flows before income taxes of the proved reserves (the "PV-10 Value") was approximately $866 million, using average first of the month 2017 prices of $2.88 per Mcf for natural gas and $48.71 per barrel for oil. The PV-10 Value increased 101% from 2016's PV-10 Value of $431 million. The oil and natural gas prices used in determining the 2017 year-end proved reserve estimates were 30% higher for oil and 26% higher for natural gas as compared to 2016 average prices. The following table reflects the changes in the proved reserve estimates since the end of 2016: Oil Natural Gas Total (MBBLs) (Bcf) (Bcfe) ------- ------------ ------ Proved Reserves at 7,277 872.5 916.1 December 31, 2016 Production (951) (73.5) (79.2) Extensions and discoveries 1 291.9 291.9 Divestitures (7) (7.6) (7.6) Price-related revisions 1,229 19.1 26.5 Performance-related revisions 3 14.6 14.6 ------- ------ ------- 7,552 1,117 1,162.3 ======= ====== ======= Comstock produced 79 Bcfe or 217 million cubic feet equivalent ("MMcfe") per day during 2017. Natural gas production in 2017 grew to 73.5 Bcf while oil production decreased to 951,000 barrels. The Company's natural gas production increased 46% from 2016's production pro forma for the divestitures that occurred in 2016. Natural gas comprised 93% of Comstock's 2017 total production as compared to 87% in 2016. Production in the fourth quarter of 2017 was 23.5 Bcfe or 255 MMcfe per day which was comprised of 2,319 barrels of oil per day and 241 MMcf of natural gas per day. Fourth quarter natural gas production increased 90% from 2016 fourth quarter production pro forma for the divestitures in 2016. The significant growth in production and proved reserves is attributable to the Company's successful Haynesville shale drilling program in 2017. Comstock added 292 Bcfe of new reserves primarily related to its Haynesville shale properties. In addition, the Company experienced 41 Bcfe in upward revisions due to improved oil and gas prices and strong well performance in 2017. The 2017 proved reserve estimates include only 83 (61 net) proved undeveloped locations. Comstock spent $174.6 million for its development activities in 2017 and an additional $4.2 million on new Haynesville shale leases to be developed in the future. Based on the 2017 proved reserve additions, Comstock's "all-in" finding costs were approximately 54 cents per Mcfe. Comstock drilled 30 horizontal wells (15.7 net) in 2017; 22 (14.4 net) of the wells were Haynesville shale wells and seven wells (1.3 net) were Bossier shale wells. Comstock also completed six (3.0 net) Haynesville shale wells that were drilled in 2016. Sixteen (12.8 net) of the wells drilled in 2017 were also completed in 2017. The remaining 14 (2.9 net) wells will be completed in 2018. Twenty-four (15.4 net) of the 30 wells drilled were operated by Comstock. Twenty-two wells (14.4 net) were Haynesville shale wells and two wells (1.0 net) were Bossier shale wells. Comstock was drilling four operated wells (1.5 net) at year end. The Company's Eagle Ford shale properties in South Texas, which are currently being marketed for divestiture, comprise 7.1 million barrels of oil and 10.5 Bcf of natural gas of the proved reserves at Dec. 31, 2017 and had a PV-10 Value of $109 million. The proceeds for the potential divestiture of these assets are expected to be used to reduce debt and facilitate a refinancing of the Company's existing debt. About Comstock Resources Comstock Resources, Inc. -- http://www.comstockresources.com/-- is an independent energy company based in Frisco, Texas and is engaged in oil and gas acquisitions, exploration and development primarily in Texas and Louisiana. The Company's stock is traded on the New York Stock Exchange under the symbol CRK. Comstock incurred a net loss of $135.1 million in 2016, a net loss of $1.0 billion in 2015, and a net loss of $57.11 million in 2014. As of Sept. 30, 2017, Comstock Resources had $899.6 million in total assets, $1.22 billion in total liabilities and a total stockholders' deficit of $328.44 million. * * * In September 2016, S&P Global Ratings raised its corporate credit rating on Comstock Resources to 'CCC+' from 'SD' (selective default). The 'CCC+' corporate credit rating reflects S&P's view that the company's debt levels are unsustainable under its current price assumptions. Comstock Resources carries a 'Caa2' corporate family rating from Moody's Investors Service. COOLWATER ESTATES: $120K Sale of Forney Property Approved --------------------------------------------------------- Judge Stacey G.C. Jernigan of the U.S. Bankruptcy Court for the Northern District of Texas authorized Coolwater Estates, LLC's sale of the lot identified as 12085 Coolwater Circle, Forney, Texas, consisting of 3.36 acres, to Mark Rodriguez and Matt Rodriguez for $120,000. The sale is free and clear of all liens, claims, encumbrances, and interests. The Court further granted authority for the following payments to be made out of the sales proceeds contemporaneous with making payment to the respective Secured Creditors: (i) applicable real estate agent commissions; (ii) closing costs; (iii) the ad valorem property taxes associated with the Real Property for tax year 2017 only; (iv) U.S. Trustee Quarterly Fees and bank fees associated with the sale; and (v) the attorney's fees in the amount of $1,000 incurred by the Debtor's counsel associated with the sale and conveyance of title to the Buyers. The Attorney's fees associated with sale of $1,000 to Quilling Selander Lownds Winslett & Moser, P.C. are to be held in its trust account pending further order of this court. The Order is without prejudice to QSLW&M seeking approval of attorney fees in excess of $1,000 for services rendered to the Debtor in obtaining authorization of the sale. At closing, Southwest Bank will be paid directly by the closing agent and will release its deed of trust lien upon the Real Property upon receipt of payment. The closing agent is authorized, and ordered to pay at closing the funds remaining after the Costs of Sale directly to Southwest Bank. Southwest Bank will provide payment delivery information to the closing agent. Notwithstanding anything else in the Order, the liens that secure all amounts owed for year 2018 ad valorem property taxes, including any penalties and interest that may accrue, will remain attached to the Real Property and become the responsibility of the Buyers. Pursuant to Bankruptcy Rule 6004(h), the Order will not be stayed for 14-days after entry, and notwithstanding any provision of the Bankruptcy Code or Bankruptcy Rules to the contrary, the Order will be effective and enforceable immediately upon entry. Accordingly, the Debtor may close the sale of the Real Property immediately upon the entry of the Order. About Coolwater Estates Coolwater Estates, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 17-34460) on Dec. 1, 2017. Judge Stacey G. Jernigan presides over the case. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of less than $500,000. The Debtor tapped Christopher J. Moser, Esq., at Quilling, Selander, Lownds, Winslett & Moser, P.C., as legal counsel. COPPER CHIMNEY: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Copper Chimney, Inc., as of Jan. 26, according to a court docket. About Copper Chimney Inc. Copper Chimney, Inc., d/b/a Copper Chimney Indian Cuisine, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 17-24755) on December 12, 2017. At the time of the filing, the Debtor disclosed that it had estimated assets and liabilities of less than $50,000. Judge Robert A. Mark presides over the case. The Debtor hired Mark S. Roher, P.A., as its bankruptcy counsel. COPSYNC INC: Court Extends Exclusivity Period Through March 30 -------------------------------------------------------------- Judge Jerry A. Brown of the U.S. Bankruptcy Court for the Eastern District of Louisiana has extended the COPsync, Inc.'s exclusivity periods within which to file the plan of reorganization through March 30, 2018, and within which to obtain confirmation and acceptance of the plan of reorganization through May 27, 2018. The Troubled Company Reporter previously reported that the COPsync sought for a 60-day extension of the exclusive periods because COPsync's plan is due to be filed on January 29, 2018 and must be confirmed and/or accepted by March 28, 2018. The Debtor related that this chapter 11 case involves the restructuring of over $13 million in prepetition debt obligations. In addition, as has been detailed in prior filings with the Court and testimony elicited in hearings in this Case, many of the Debtor's managers as of the Petition Date were relatively new to the company. This made an otherwise potentially streamlined process very complex and, at times, arduous. It took several months of review and work for the Debtor to finalize its Amended Schedules and Statement of Financial Affairs (filed on Dec. 18, 2017). The Debtor also completed a sale of many of its assets, which sale closed in late November. The Debtor told the Court that it has already completed a sale of many of its assets. The Debtor is proceeding expeditiously toward confirmation of a Plan which would liquidate the remainder of its assets, including certain claims which the Debtor believes it holds. The Debtor is in the process of vetting special counsel, and intends to file a plan which will incorporate a litigation trustee to pursue these claims in favor of the Debtor's Estate. As such, the Debtor needed time to file its anticipated application to employ special counsel to pursue certain claims of the Debtor and to continue its review of the claims which have been and are to be filed. The Bar Date is Jan. 17, 2018, and for governmental units it is March 28, 2018. Providing the Debtor the time requested herein will permit the Debtor to provide its creditors better information in the Disclosure Statement and Plan. Accordingly, the Debtor requested additional time to determine and analyze the amounts and documentation of the proof of claims that are filed prior to the Jan. 17, and March 28, 2018 deadline in the order to properly reflect information in the preparation of the disclosure statement and plan of reorganization regarding classification of the claims and sufficient funding around which a plan would be based. The Debtor believed there will be little prejudice to Creditors, as the Debtor is operating on a very lean staff and solely for the purpose of preparing and filing this Plan and Disclosure Statement. Further, the Debtor asserted that extending the Exclusivity Periods will actually benefit creditors by avoiding the drain on estate assets attendant to the costs and expense incurred in preparing and serving a Disclosure Statement and Plan that would require modifications. Allowing the Debtor to remain the sole potential plan proponent facilitates this possibility. The relief will benefit the Debtor's estate, its creditors, and other key parties in interest. About COPsync COPsync, Inc. was created in 2005 as a "software for a service" or "SaaS" platform for law enforcement to share real-time information amongst counties, agencies, and departments. It was created in response to the 2000 death of one of COPsync's co-founders' colleagues and friends, Texas Department of Public Safety Trooper Randy Vetter, who was killed making what he believed to be a routine traffic stop for a seatbelt violation. The Company's products include nationally shared network of law enforcement information COPsync Network, software-driven in-car HD video system Vidtac, real-time threat alert system COPsync911, and court buildings security provider COURTsync. COPsync completed a $10.6 million equity financing capital raise in November 2015 and became listed on the Nasdaq Capital Market exchange (COYN). COPsync, Inc., filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Case No. 17-12625) on Sept. 29, 2017. The Debtor estimated $1 million to $10 million in both assets and liabilities. The Debtor tapped John M. Duck, Esq., Robin B. Cheatham, Esq., Victoria P. White, Esq., and Scott R. Cheatham, Esq., at Adams and Reese LLP, as counsel. Jones Walker, LLP, serves as special counsel. Alliance Overnight Document Service, LLC, is the Debtor's noticing agent. CRAPP FARMS: Sale of Approx. 3,072 Pigs to Noble for $73 Each OK'd ------------------------------------------------------------------ Judge Susan V. Kelley of the U.S. Bankruptcy Court for the Western District of Wisconsin authorized Crapp Farms Partnership's sale of approximately 3,072 head of pigs of various ages and weights to Doug Noble for $72.50 each. The sale is free and clear of all liens, claims, or encumbrances. The lien of BMO Harris, N.A., the Debtor's prepetition secured lender, will attach to the sale proceeds from the sale of the Pigs, and the sale proceeds will be paid directly to BMO in such a manner as BMO specifically designates. The Debtor will file an accounting of the net sale proceeds from the sale of the Pigs within 30 days of the closing of the sale, and will also provide the accounting in the applicable Monthly Operating Report filed by the Debtor. The 14-day stay of the Order authorizing the sale of the Pigs pursuant to 6004(h) is waived and will not be enforced. The Debtor is authorized to assume the Producer's Hog Procurement Agreement originally dated Aug. 1, 2012 between the Debtor and Big Stone Marketing, LLC; and to assign all of its rights and interests under the Producer's Agreement to the Buyer. The Debtor will execute any documents necessary to effectuate its assignment of the Producer's Agreement to the Buyer. About Crapp Farms Partnership Crapp Farms Partnership is a large farming operation that includes growing and selling crops, raising livestock, and providing farm trucking and excavating services to third-party customers. The farming operation is located in Potosi, Wisconsin. Crapp Farms sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wis. Case No. 17-11601) on May 3, 2017. In the petition signed by Darell C. Crap, partner, the Debtor estimated its assets and debt at $10 million to $50 million. The case is assigned to Judge Catherine J. Furay. The Debtor tapped J. David Krekeler, Esq., Eliza M. Reyes, Esq., Jennifer M. Schank, Esq., Kristin J. Sederholm, Esq., at Krekeler Strother, S.C., as Chapter 11 counsel. On June 5, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The Creditors Committee is represented by Matthew E. McClintock, Esq., at Goldstein & McClintock, LLLP. CS360 TOWERS: Trustee's Sale of Condo Unit for $440K Okayed ----------------------------------------------------------- Judge Robert S. Bardwil of the U.S. Bankruptcy Court for the Eastern District of California authorized Bradley Sharp, the appointed Chapter 11 Trustee of CS360 Towers, LLC, to sell the real property colloquially known as Condominium Unit 609 in the building located at 500 N Street, Sacramento, California to Tom Fante and Anita Fante for $440,000. A hearing on the Motion was held on Jan. 17, 2018 at 10:00 a.m. The Trustee is authorized to pay the following claims at closing of the sale: (1) Net Sale Proceeds to Passi Realty, LLC in partial satisfaction of the Passi note secured by a deed of trust recorded against the Sale Assets; (2) the payments. The Trustee, and any escrow agent upon the Trustee's written instruction, will be authorized to make such disbursements on or after the closing of the sale as are required by the purchase agreement or order of the Court, including, but not limited to, (a) all delinquent real property taxes and outstanding post-petition real property taxes pro-rated as of the closing with respect to the real property included among the purchased assets; and (b) the closing costs identified in Exhibit B to the Exhibit List submitted with the Motion, including broker commissions, and (c) $30,000 directly to the bankruptcy estate. The sale is free and clear of the liens, claims or interests. Except as otherwise provided in the Motion, the Sale Assets will be sold, transferred, and delivered to Buyer on an "as is, where is" or "with all faults" basis. The holder of the Passi Lien has consented to the sale. Passi Realty will retain any liens or deeds of trust on property other than the Sale Assets and any defeciency claim that it may have. The Buyer has not assumed any liabilities of the Debtor. The Order will be effective immediately upon entry. No automatic stay of execution, pursuant to Rule 62(a) of the Federal Rules of Civil Procedure, or Bankruptcy Rules 6004(h) or 6006(d), applies with respect to the Order. About CS360 Towers CS360 Towers, LLC, filed a Chapter 11 petition (Bankr. E.D. Cal. Case No. 17-20731) on Feb. 3, 2017. Mark D. Chisick, manager, signed the petition. The Debtor tapped Stephan M. Brown, Esq., at the Bankruptcy Group, P.C., as counsel. At the time of filing, the Debtor disclosed total assets of $18.46 million and total liabilities of $5.72 million. The case is assigned to Judge Robert S. Bardwil. Bradley Sharp was appointed as Chapter 11 Trustee for the estate of CS360 Towers, LLC pursuant to order of the court dated March 15, 2017. The assets of the estate include condominium units (both residential and commercial) in the building located at 500 N. Street, Sacramento, California, and various claims and causes of action. Attorneys for Chapter 11 Trustee Bradley Sharp: Jamie P. Dreher, Esq. DOWNEY BRAND LLP 621 Capitol Mall, 18th Floor Sacramento, CA 95814-4731 Telephone: (916) 444-1000 Facsimile: (91b) 444-2100 E-mail: jdreher@downeybrand.com CS360 TOWERS: Trustee's Sale of Sacramento Commercial Units Okayed ------------------------------------------------------------------ Judge Robert S. Bardwil of the U.S. Bankruptcy Court for the Eastern District of California authorized Bradley Sharp, the appointed Chapter 11 Trustee of CS360 Towers, LLC, to sell the Commercial Units Units 101C (Suite 26), 102C (Suite 27), 103C (Suite 28), 105C (Suite 30), and 106C (Suite 29) located at 500 N Street, Sacramento, California, including the leaseback of Unit 103C (Suite 28), to Daryl Garmon for $561,000. A hearing on the Motion was held on Jan. 17, 2018 at 10:00 a.m. The sale is free and clear of the following liens, claims or interests: (i) the obligation referenced by and the deed of trust recorded as Book 20110901 Page 0475 with the Sacramento County Recorder, in favor of Karina Vaysman, a married woman, as beneficiary; and (ii) the obligations referenced by and the deeds of trust recorded as Book 20111109 Page 0243, Book 20120117 Page 0931, Book 20120127 Page 0451, with the Sacramento County Recorder, in favor of Michael Gilles, a married man, as beneficiary. Unless the holders of the liens, claims or interests identified have agreed to other treatment, their liens, claims or interests will attach to the Proceeds of the sale with the same force, effect, validity and priority that previously existed against the Sale Assets. The Buyer has not assumed any liabilities of the Debtor. The Trustee, and any escrow agent upon the Trustee's written instruction, will be authorized to make such disbursements on or after the closing of the sale as are required by the purchase agreement or order of this Court, including, but not limited to, (a) all delinquent real property taxes and outstanding post-petition real property taxes pro-rated as of the closing with respect to the real property included among the purchased assets; and (b) the closing costs identified in Exhibits B and D to the Exhibit List submitted with the Motion, including broker commissions. Except as otherwise provided in the Motion, the Sale Assets will be sold, transferred, and delivered to Buyer on an "as is, where is" or "with all faults" basis. The Order will be effective immediately upon entry. No automatic stay of execution, pursuant to Rule 62(a) of the Federal Rules of Civil Procedure, or Bankruptcy Rules 6004(h) or 6006(d), applies with respect to the Order. With respect to Units 101C and 102C (Suites 26 and 27), Sacramento Land Company is approved as the Back-Up Bidder on those units, in the amounts of $125,000 for Unit 101C and $107,500 for Unit 102C, and the Trustee may close the sale of those units to the Back- Up Bidder on the same terms as addressed in the Order, if the Buyer does not close on the sale of those units, without further order of the Court. About CS360 Towers CS360 Towers, LLC, filed a Chapter 11 petition (Bankr. E.D. Cal. Case No. 17-20731) on Feb. 3, 2017. Mark D. Chisick, manager, signed the petition. The Debtor tapped Stephan M. Brown, Esq. at the Bankruptcy Group, P.C., as counsel. At the time of filing, the Debtor disclosed total assets of $18.46 million and total liabilities of $5.72 million. The case is assigned to Judge Robert S. Bardwil. Bradley Sharp was appointed as Chapter 11 Trustee for the estate of CS360 Towers, LLC pursuant to order of the court dated March 15, 2017. The assets of the estate include condominium units (both residential and commercial) in the building located at 500 N Street, Sacramento, California, and various claims and causes of action. Attorneys for Chapter 11 Trustee Bradley Sharp: Jamie P. Dreher, Esq. DOWNEY BRAND LLP 621 Capitol Mall, 18th Floor Sacramento, CA 95814-4731 Telephone: (916) 444-1000 Facsimile: (91b) 444-2100 E-mail: jdreher@downeybrand.com CTI BIOPHARMA: Changes State of Incorporation to Delaware --------------------------------------------------------- CTI BioPharma Corp., a Delaware corporation, entered into an Agreement and Plan of Merger with CTI BioPharma Corp., a Washington corporation and then parent company of the Company, on Jan. 24, 2018, pursuant to which CTI WA would merge with and into CTI DE for the sole purpose of reincorporating CTI WA in the State of Delaware. The Reincorporation Merger and the Merger Agreement were approved by the Board of Directors of CTI WA and by a majority of the votes actually cast by the shareholders entitled to vote at CTI WA's Special Meeting of Shareholders held on Jan. 24, 2018. On the Effective Date, CTI DE and CTI WA effected the Reincorporation Merger, thereby changing the state of incorporation of CTI BioPharma Corp. from the State of Washington to the State of Delaware pursuant to the Merger Agreement. The Reincorporation Merger was accomplished by the filing of (i) articles of merger with the Secretary of State of the State of Washington and (ii) a certificate of merger and the Company's Certificate of Incorporation with the Secretary of State of the State of Delaware. As of the Effective Date, the rights of CTI WA's stockholders began to be governed by the General Corporation Law of the State of Delaware, the Delaware Charter and the Bylaws of the Company. As a result of the Reincorporation Merger, CTI WA has ceased to exist as a separate entity. CTI DE's common stock, par value $0.001 per share, will continue to trade on Nasdaq. The Company's trading symbol remains as "CTIC." In accordance with Rule 12g-3 under the Securities Exchange Act of 1934, as amended, the shares of Common Stock of the Company were deemed to be registered under Section 12(b) of the Exchange Act as a successor to CTI WA. The Delaware Charter authorizes the same number of shares of the Common Stock and each class of preferred stock of CTI WA, except that all subseries of Series N Preferred Stock are eliminated and reclassified as Series N Preferred Stock and the number of authorized Series N Preferred Stock is reduced to 575. In addition, each share of CTI DE common stock and preferred stock has a par value of $0.001 per share. The Reincorporation Merger changed the legal domicile of CTI WA, but did not result in any change in the principal offices, business, management, capitalization, assets or liabilities of the Company. By operation of law, the Company succeeded to all of the assets and assumed all of the liabilities of CTI WA. The officers and directors of CTI WA are the officers and directors of the Company. As a result of the Reincorporation Merger, the Company has assumed all of the CTI WA employee benefit plans and stock incentive plans in effect at the Effective Date, including CTI WA's 2017 Equity Incentive Plan, 2015 Equity Incentive Plan, 2007 Equity Incentive Plan, and 2007 Employee Stock Purchase Plan and any and all stock options, restricted stock and restricted stock unit awards, and other equity-based awards that are outstanding under any of the Stock Plans or any individual award agreements outside of the Stock Plans. The Company has also assumed CTI WA's rights plan with Computershare Trust Company, N.A., as rights agent, dated as of Dec. 28, 2009 and amended on Aug. 31, 2012, Dec. 3, 2012, Dec. 1, 2015 and Sept. 22, 2017. In connection with the Reincorporation Merger, the Company has entered into indemnification agreements with each of its executive officers and directors in which the Company agrees to hold harmless and indemnify the officer or director to the fullest extent permitted by Delaware law. On the Effective Date, the Reincorporation Merger triggered an automatic delisting of CTI WA's common stock from the Borsa Italiana exchange. 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. CTI BIOPHARMA: Granted 3-Month Extension to Respond to CHMP ----------------------------------------------------------- CTI BioPharma Corp. announced that the Company was granted a three month extension for submitting its response to the Day 120 List of Questions (D120 LoQ) from the Committee for Medicinal Products for Human Use (CHMP) of the EMA, with regard to the Marketing Authorization Application (MAA) for pacritinib. As a result of the extension, the Company anticipates submitting its response to the D120 LoQ by May 2018. The Company primarily requested the extension in order to provide the EMA with new pharmacokinetic analyses that include data from the ongoing phase 2 PAC203 study. The MAA was originally submitted to the EMA in June 2017 based on data from the PERSIST-2 phase 3 study. The Day 120 LoQ were received by the Company in November 2017 and included Major Objections in areas including efficacy, safety (including hematological, cardiovascular and infectious toxicities) and other concerns including the size of the data set and the pharmacokinetic analyses of the two dosing regimens studied in PERSIST-2. The extension request was submitted following a clarification meeting with the rapporteur and co-rapporteur and members of the EMA. 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. "Our available cash and cash equivalents were $52.8 million as of September 30, 2017. We believe that our present financial resources, together with payments projected to be received under certain contractual agreements and our ability to control costs, will only be sufficient to fund our operations into the third quarter of 2018. This raises substantial doubt about our ability to continue as a going concern," said the Company in its quarterly report for the period ended Sept. 30, 2017. CTI BIOPHARMA: Unit Extinguishes $5.8 Million in Debt ----------------------------------------------------- Camber Energy, Inc. announced the release of the remaining debt of its wholly owned subsidiary, CATI Operating, LLC. The Company has concluded a transaction in which CATI provided its lender with an overriding royalty (equal to 0.01 of 8/8ths of all oil and gas) on CATI's remaining leasehold and the lender released CATI from all remaining indebtedness. The release, which was received Monday and filed in some counties that same day, discharged approximately $5.8 million in principal and interest outstanding according to CATI's Lender. The effective date of the release is Dec. 15, 2017. Additionally, the remaining leasehold and ownership of CATI was transferred to a third party in exchange for that party's assumption of all plugging and abandonment liabilities. That transfer was only effective upon the release of the CATI indebtedness and was subject to the overriding royalty. This transfer further reduced the Company's asset retirement obligations related to the above-mentioned plugging and abandonment liabilities. Richard N. Azar II, the CEO of Camber noted that "this release of indebtedness as well as the transfer of the CATI entity with its assets and liabilities further improves the Company's balance sheet by reducing its liabilities. This is all consistent with the plan to reduce Company obligations noted previously in my communications to shareholders." Mr. Azar added, "These transactions further position the Company to focus on its core Oklahoma assets while evaluating comparable acquisition opportunities in order to give us an inventory of lower risk opportunities to add to our reserve base and cash flow." About Camber Energy Based in San Antonio, Texas, Camber Energy (NYSE American: CEI) -- http://www.camber.energy/-- is a growth-oriented, independent oil and gas company engaged in the development of crude oil, natural gas and natural gas liquids in the Hunton formation in Central Oklahoma in addition to anticipated project development in the San Andres formation in the Permian Basin. Lucas Energy changed its name to Camber Energy, Inc., effective Jan. 5, 2017, to more accurately reflect the Company's strategic shift from its Austin Chalk and Eagleford roots to an expanding addition of shallow oil and gas reserves with longer-lived, lower-risk production profiles. Camber reported a net loss of $89.12 million on $5.30 million of total net operating revenues for the year ended March 31, 2017, compared to a net loss of $25.44 million on $968,146 of total net operating revenues for the year ended March 31, 2016. As of Sept. 30, 2017, Camber Energy had $34.49 million in total assets, $53.96 million in total liabilities and a total stockholders' deficit of $19.47 million. GBH CPAs, PC -- http://www.gbhcpas.com/-- in Houston, Texas, issued a "going concern" opinion on the consolidated financial statements for the year ended March 31, 2017, citing that the Company has incurred significant losses from operations and had a working capital deficit at March 31, 2017. These factors raise substantial doubt about the Company's ability to continue as a going concern, the auditors said. CUMULUS MEDIA: Nasdaq to Delist Shares Effective Feb. 5 ------------------------------------------------------- The Nasdaq Stock Market, Inc., has determined to remove from listing the common stock of Cumulus Media Inc., effective at the opening of the trading session on February 5, 2018. Based on review of information provided by the Company, Nasdaq Staff determined that the Company no longer qualified for listing on the Exchange pursuant to Listing Rule 5550(b)(1). The Company was notified of the Staffs determination on September 1, 2017. The Company appealed the determination to a Hearing Panel. Upon review of the information provided by the Company, the Panel issued a decision dated November 20, 2017, denying the Company continued listing and notified the Company that trading in the Companys securities would be suspended on November 22, 2017. The Company did not request a review of the Panels decision by the Nasdaq Listing and Hearing Review Council. The Listing Council did not call the matter for review. The Panels Determination to delist the Company became final on January 4, 2018. About Cumulus Media Cumulus Media Inc. (OTCQX: CMLS) -- http://www.cumulus.com/-- is a radio broadcasting company. The Company is also a provider of country music and lifestyle content through its NASH brand, which serves through radio programming, NASH Country Weekly magazine and live events. Its product lines include broadcast advertising, digital advertising, political advertising and non-advertising based license fees. Its broadcast advertising includes the sale of commercial advertising time to local, national and network clients. Its digital advertising includes the sale of advertising and promotional opportunities across its Websites and mobile applications. Its across the nation platform generates content distributable through both broadcast and digital platforms. Based in Atlanta, Georgia, Cumulus Media Inc. and 36 of its affiliates, including NY Radio Assets, LLC, and Westwood One, Inc., sought voluntary protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 17-13381) on Nov. 29, 2017. At the time of filing, the Debtors also entered into a Restructuring Support Agreement with, among others, certain of its secured lenders holding, in the aggregate, approximately 69% of the Company's term loan to reduce the Company's debt by more than $1 billion. Richard Denning, senior vice president and general counsel, signed the Chapter 11 petitions. The Debtors estimated assets of $1 billion to $10 billion and estimated liabilities of $1 billion to $10 billion. The case is assigned to Hon. Shelley C. Chapman. The Debtors are represented by Paul M. Basta, Esq., Lewis R. Clayton, Esq., Jacob A. Adlerstein, Esq., and Claudia R. Tobler, Esq., at Paul, Weiss, Rifkind, Wharton & Garrison LLP, in New York. PJT Partners LP serves as the Debtors' investment banker. Alvarez & Marsal North America, LLC, serves as the Debtors' restructuring advisor. EPIQ Bankruptcy Solutions, LLC, serves as the Debtors' claims, notice and balloting agent. The U.S. Trustee for Region 2 on Dec. 11, 2017, appointed seven creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases. CUSTOM BLINDS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Custom Blinds and Components, Inc. 12330 Colony Ave. Chino, CA 91710 Business Description: Custom Blinds and Components, Inc. -- https://www.cbc-contract.com -- is a distributor of window covering components including faux wood blinds, vertical blinds, and roller shade. The company has been supplying window covering to the multi-family market since 2010. Custom Blinds currently operates out of a 32,000 sqft facility in Chino, California. Chapter 11 Petition Date: January 26, 2018 Court: United States Bankruptcy Court Central District of California (Riverside) Case No.: 18-10621 Judge: Hon. Scott H. Yun Debtor's Counsel: Douglas M. Flahaut, Esq. ARENT FOX, LLP 555 W Fifth St, 48th Floor Los Angeles, CA 90013 Tel: 213-443-7559 Fax: 213-629-7401 E-mail: flahaut.douglas@arentfox.com douglas.flahaut@arentfox.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Wei Liu, chief executive officer. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/cacb18-10621.pdf CVS HOLDINGS: S&P Assigns 'B' Corp. Credit Rating, Outlook Stable ----------------------------------------------------------------- Optical retailer CVS Holdings I LP, operating as MyEyeDr, has entered into a transaction to refinance its capital structure and add an incremental $45 million for future acquisitions. S&P Global Ratings assigned its 'B' long-term corporate credit rating to Vienna, Va.-based management service provider to MyEyeDr's optometrists and retailer of eyeglasses and contact lenses CVS Holdings I LP. The outlook is stable. S&P said, "At the same time, we assigned a 'B' issue-level rating to the company's proposed first-lien debt. The '3' recovery rating reflects our expectation of meaningful (50%-70%; rounded estimate: 55%) recovery of principal in the event of a payment default. The debt includes a $440 million first-lien term loan due 2025 and a $75 million revolving credit facility (RCF) due 2023. "We also assigned a 'CCC+' issue-level rating to the company's proposed $160 million second-lien term loan due 2026. The '6' recovery rating reflects our expectation of negligible (0%-10%; rounded estimate: 0%) recovery of principal in the event of a payment default. The company will use the net proceeds to refinance outstanding debt, with $45 million available to fund future acquisitions. "The rating reflects our view of CVS Holdings' aggressive acquisition model that is somewhat mitigated by its ability to expand profit and cash flows, and good industry tailwinds with limited reimbursement risks and an aging population. The company also benefits from the industry's recurring, non-discretionary spending for eye care with good patient loyalty. Its growth strategy is to acquire established, profitable optometrist offices that strengthens performance metrics as the offices mature within its business model. We think its increasing size also helps to improve its negotiating leverage with suppliers and contributes to modest cost improvement. However, this growth model presents some integration risk should the company encounter issues, including systems and customer service disruptions, when assimilating acquisitions. "The stable outlook on CVS reflects a moderate strengthening of credit-protection measures and our expectation that the company will maintain adequate liquidity as it integrates office acquisitions. We anticipate continued growth in profits and cash flow as the company integrates acquired operations, which will support the improvement in credit metrics. We expect debt to EBITDA to decline to 6.4x-6.6x by year-end 2018 from about mid 7x currently. "We could consider a negative rating action if leverage remains above 7x over the next 12 months. This could stem from competitive pressures in the highly fragmented optical industry or acquisition-integration or operational issues that hurt profits and cash flows. Additional factors that could trigger a downgrade include large cash outlays to fund office acquisitions without sufficient EBITDA contribution, or debt-funded dividends to the owners. "Although unlikely in the next year, we could consider a positive rating action if the company's performance exceeded our expectations, such that leverage declines below 5x, and we believe the company won't pay a material debt-funded dividend that will weaken its credit metrics. Better performance could come from greater-than-anticipated growth from acquired offices. We will also consider the likelihood of debt deleveraging, given CVS' ownership by private equity sponsors and the possibility of a dividend recapitalization." DATA COOLING: Seeks More Exclusivity After Finding Liquidating Plan ------------------------------------------------------------------- Data Cooling Technologies, LLC, asks the U.S. Bankruptcy Court for the Northern District of Ohio to extend the time period during which the Debtors have the exclusive right to file and solicit acceptances to a chapter 11 plan from March 7, 2018 through and including March 30, 2018. This is the first request for an extension of any portion of the Exclusivity Period that the Debtor has made in this chapter 11 case, and the size and complexity of the Debtor's case warrant a brief three-week extension to allow the Debtor to finish solicitation of votes on its Plan. The Debtor relates that in November of 2017, the Court approved the sale of substantially all of the assets of Data Cooling Technologies LLC in two separate transactions. Both sales closed on Nov. 30, 2017, and the Debtor is now in the process of administering its remaining assets. Since the sales, the Debtors have been working diligently on an exit strategy from chapter 11. On Jan. 5, 2018, the Debtors filed its Plan of Liquidation, outlining the Debtor's proposed plan of liquidation for their remaining assets. The Debtor filed the Disclosure Statement with Respect to the Plan of Liquidation on January 17, 2018, along with a motion requesting the approval of the disclosure statement and related documentation. The hearing on the approval of the Disclosure Statement is set for Feb. 20, 2018. But on January 8, 2018, the Official Committee of Unsecured Creditors improperly filed a plan outlining the Committee's own, unauthorized proposed plan of liquidation, a corresponding disclosure statement, and motion to terminate exclusivity and approve the Committee's disclosure statement. Accordingly, the Debtor moved to strike each of the Committee Documents and sought sanctions against the Committee. At a hearing on January 16, 2018, the Court found that the Committee violated section 1121 of the Bankruptcy Code and ordered that each of the Committee Documents be stricken from the Court's docket and disregarded by creditors. Because of the additional delay and confusion caused by the filing and striking of the Committee Plan, along with the need to schedule around the Court's and interested parties' availability for hearings in the Debtors' chapter 11 cases, the Debtors require a brief extension of the Exclusivity Period to solicit votes on their Plan. About Data Cooling Data Cooling Technologies LLC is the exclusive North American licensee of US Patent No. 7753766. The KyotoCooling patented solution utilizes a heat wheel and an indirect economization process to produce the most reliable and efficient cooling technology in the data center industry. Based in Streetsboro, Ohio, Data Cooling Technologies LLC and Data Cooling Technologies Canada LLC filed Chapter 11 petitions (Bankr. N.D. Ohio Lead Case No. 17-52170) on Sept. 8, 2017. Gregory Gyllstrom, chief executive, signed the petitions. At the time of filing, Data Cooling estimated assets and liabilities at $10 million to $50 million. Data Canada estimated assets of less than $50,000 and liabilities of less than $500,000. The Hon. Alan M. Koschik presides over the case. The Debtors tapped McDonald Hopkins LLC, as counsel, and Western Reserve Partners LLC, as investment banker. The official committee of unsecured creditors formed in the case retained Dahl Law LLC as its legal counsel. DAWN MARIE DAVIDE: Debt Owed to V. Lujan is Nondischargeable ------------------------------------------------------------ The Defendants in the case captioned VINCENT P. LUJAN, Plaintiff, v. DAWN MARIE DAVIDE and CHRISTOPHER LEE LUTTRELL, Defendants, Adv. No. 17-1007 t (Bankr. D.N.M.) filed a motion asking the U.S. Bankruptcy Court for the District of New Mexico to clarify that the nondischargeable debt at issue is not owed by Luttrell. Defendants also asked the Court to reconsider its judgment that Davide's debt to Vincent Lujan is nondischargeable. As the Court believes its judgment is correct, Bankruptcy Judge David T. Thuma denies the request. Davide and Luttrell filed their chapter 11 case on Oct. 31, 2016. Lujan brought this adversary proceeding on Jan. 30, 2017, claiming that Davide's debt to him was nondischargeable because of, inter alia, fraud. The Court tried the proceeding on Nov. 15 and 16, 2017. After taking the matter under advisement, the Court issued its opinion and final judgment on Dec. 11, 2017. The Court found that Davide had defrauded Lujan, and therefore ruled her debt to him nondischargeable under section 523(a)(2)(A). Davide and Luttrell filed the motion 15 days after entry of the judgment. The Court's findings and conclusions do nothing more than arrive at the obvious: had Davide even been remotely honest with Lujan about how her businesses were doing; what she needed the money for; and what she intended to do with the money, Lujan would have run the other way as fast as he could. Davide knew that the truth would not get her the loan, so she resorted to fraud. The resulting loss was proximately caused by the fraud. The Court believes its analysis of causation is well within the Tenth Circuit law on the subject. The Court will enter a separate order clarifying that the nondischargeable debt is owed by Davide, not Luttrell. The motion is otherwise denied. A full-text copy of Judge Thuma's Jan. 19, 2018 Opinion is available at https://is.gd/zPT6QO from Leagle.com. Dawn Marie Davide, Debtor, represented by William F. Davis, & Nephi D. Hardman, William F. Davis & Assoc., P.C. United States Trustee, U.S. Trustee, represented by Alice Nystel Page , Office of the U.S. Trustee. Dawn Marie Davide and Christopher Lee Luttrell filed for chapter 11 bankruptcy protection (Dawn Marie Davide and Christopher Lee Luttrell) on Oct. 31, 2016 and is represented by William F. Davis, Esq. DIGERATI TECHNOLOGIES: HP Bid for Professional Fees in Full Junked ------------------------------------------------------------------ The U.S. Court of Appeals, Fifth Circuit, affirmed the district court's decision denying Gilbert A. Herrera and Herrera Partners' application for professional fees in full in the appeals case captioned GILBERT A. HERRERA; HERRERA PARTNERS, Appellants, v. TERRY DISHON; SHEYENNE RAE HURLEY; HURLEY FAIRVIEW, L.L.C., Appellees, No. 17-20002 (5th Cir.). Digerati Technologies, Inc. filed for Chapter 11 bankruptcy. The bankruptcy court approved Digerati's request for Gilbert A. Herrera and Herrera Partners, in their role as investment bankers, to assist in the sale of Digerati's two wholly-owned subsidiaries, Hurley Enterprises, Inc., and Dishon Disposal, Inc. The bankruptcy court later denied HP's application for professional fees in full after finding that the application was insufficiently detailed, the services did not, and were not reasonably likely to, benefit the estate, and that HP had failed to disclose a connection with Digerati's counsel. The district court affirmed the decision. The bankruptcy court did not abuse its discretion in finding that the services were not "reasonably likely to benefit the estate" at the time they were performed and that Herrera failed to make a required disclosure. Services rendered to an estate are compensable only if, at the time they were rendered, they were reasonably likely to benefit the estate. Herrera also failed to disclose certain information pertinent to the application to employ Herrera and HP as Digerati's investment banker. Failure to disclose such information "is sufficient grounds to . . . deny compensation." A copy of the Fifth Circuit's Decision dated Jan. 19, 2018 is available at https://is.gd/iF0FZy from Leagle.com. Craig Edward Power -- cpower@cokinoslaw.com -- for Appellee. Misty Annette Hataway-Cone', for Appellant. Misty Annette Hataway-Cone', for Appellant. Misty Ann Segura -- misty@k-hpc.com -- for Appellee. About Digerati Technologies, Inc. Digerati Technologies, Inc., filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 13-33264) in Houston, on May 30, 2013. At the time of its Chapter 11 filing, Digerati -- http://www.digerati-inc.com/-- was a publicly held company whose primary assets were 100% stock ownership of two oilfield services companies that the Debtor valued at $30 million each: Hurley Enterprises, Inc.; and Dishon Disposal, Inc. The Debtor also owned Shift 8 Networks, a cloud communication service. The Debtor has no independent operations apart from its subsidiaries. Digerati disclosed $60 million in assets and $62.5 million in liabilities as of May 29, 2013. Bankruptcy Judge Jeff Bohm oversees the Chapter 11 case. Deirdre Carey Brown, Esq., Annie E. Catmull, Esq., Melissa Anne Haselden, Esq., Mazelle Sara Krasoff, Esq., and Edward L Rothberg, at Hoover Slovacek, LLP, in Houston, represent the Debtor as counsel. The Debtor tapped Gilbert A. Herrera and Herrera Partners as the investment banker. Earlier in the case, Rhode Holdings, LLC, sought the transfer of venue of Digerati's Chapter 11 case to the U.S. Bankruptcy Court for the Western District of Texas, San Antonio Division. The case, however, remained in the Houston Bankruptcy Court. Hurley Enterprises and Dishon Disposal sold for approximately $41 million. Dishon was sold to Buckhorn Disposal, LLC at auction on June 19, 2014 for $27 million. The only other bidder was Terry Dishon with a credit bid of $12.3 million. The Hurleys submitted the winning bid for Hurley at auction, with a credit bid of $14 million. The bankruptcy court confirmed the Debtor's Joint Plan of Reorganization in an order dated April 4, 2014. Digerati notified the Court that the Effective Date of its Joint Plan occurred on Dec. 31, 2014. The Plan was proposed by the Debtor, Riverfront Capital, LLC, Recap Marketing and Consulting, LLP, Rainmaker Ventures II, Ltd. and WEM Equity Capital Investments, Ltd., Hurley Fairview, LLC, Terry Dishon, and Sheyenne Rae Nelson Hurley. DREAM MOUNTAIN: Agrees with DOJ Watchdog to Name Trustee -------------------------------------------------------- The Acting United States Trustee, John P. Fitzgerald, III, asks the U.S. Bankruptcy Court for the Northern District of West Virginia to direct the appointment of a chapter 11 trustee to administer the bankruptcy case of Dream Mountain Ranch, LLC. Dream Mountain's primary secured creditor is Note Co. whose debt approximates $1,400,000. Somerset Trust Company is also secured by the real estate and its approximate debt is $654,000. The debtor filed its case when Somerset Trust Company began foreclosure proceedings. The U.S. Trustee and Dream Mountain have agreed that the appointment of a chapter 11 trustee in this case would instill more creditor confidence and assist in moving the case toward reorganization or liquidation. Counsel for Acting U.S. Trustee, Region Four: Debra A. Wertman, Esq. Office of U.S. Trustee United States Courthouse, Room 2025 300 Virginia Street East Charleston, WV 25301 Phone: (304)347-3400 About Dream Mountain Ranch LLC Dream Mountain Ranch, LLC is a privately-held company that owns a deer and elk hunting game area in North Central West Virginia. It offers 15 hunting stands and still hunts scattered across a 1,000-plus acres property. It offers lodge featuring four bedrooms, three baths, a full-sized kitchen, wrap around porch, and a hot tub. The area also features several activities guest can enjoy including the Ohiopyle State Park, Falling Water, Blackwater Falls, and Coopers Rock. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. W.Va. Case No. 17-01051) on October 27, 2017. Dietrich Steve Fansler, its managing member, signed the petition. At the time of the filing, the Debtor disclosed $5.02 million in assets and $2.53 million in liabilities. Judge Patrick M. Flatley presides over the case. The Debtor hired Gianola, Barnum, Bechtel & Jecklin, L.C. as its legal counsel; Dietrich Fansler as its managing agent; and Tetrick & Bartlett, PLLC as its accountant. An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Dream Mountain Ranch, LLC as of Dec. 13, according to a court docket. ENDO INT'L: Egan-Jones Lowers Sr. Unsecured Debt Ratings to CCC+ ---------------------------------------------------------------- Egan-Jones Ratings Company, on Jan. 17, 2018, downgraded the foreign currency and local currency ratings on debt issued by Endo International plc to CCC+ from B-. EJR also lowered the foreign currency and local currency commercial paper ratings on the Company to C from B. Endo International plc is a generics and specialty branded pharmaceutical company. It develops, manufactures, and distributes pharmaceutical products and devices worldwide. It has headquarters in Dublin, Ireland, and Malvern, Pennsylvannia. ENDO SURGICAL CENTER: Seeks Approval to Access Cash Collateral -------------------------------------------------------------- Endo Surgical Center of North Jersey, P.C., seeks the preliminary and final approval from the U.S. Bankruptcy Court for the District of New Jersey to use cash collateral to preserve its assets so as to maintain and maximize its value for the benefit of all parties-in-interest. The Debtor is located at 999 Clifton Avenue, Clifton, New Jersey 07013. The Property is owned by DVCO, LLC. DVCO is owned by William J. Focazio. The Debtor leases the Property from DVCO at approximately $360,000 per year to be paid in equal installments of $30,000 per month. The Lease, commenced on January 23, 2015, has a term of twenty (20) years. The Lease requires the Debtor to pay all utilities. The Debtor, together with William J. Focazio M.D., P.A., is also responsible for 75% of the taxes, insurance, and maintenance of the Property. The Debtor believes that First Commerce Bank enjoys a lien on all or substantially of the Debtor's assets in relation to financial accommodations which First Commerce Bank extended to the Debtor. First Commerce Bank's claims extend to all of Dr. Focazio's entities. As of January 9, 2018, the outstanding indebtedness owed to First Commerce Bank as it relates to the loans equals approximately $12,241,000. The Debtor owes approximately $600,000 in payroll taxes to the State of New Jersey, Division of Taxation. The Division, by virtue of its state tax liens, has a lien on all of the Debtor's assets. Thus, it is adequately protected because an equity cushion exists based on the value of the Debtor's assets. The Debtor asserts that First Commerce Bank is over-secured since the collateral provides adequate protection to First Commerce Bank, to wit: (a) the market value of the Property is $4,925,000, (b) East Brunswick Premises is $4,700,000, (c) 975 Clifton Premises is $1,250,000, and (d) Saddle River Property is between $20,000,000 to $22,000,000. FCB’s debt is $12,241,000. In addition, the Collateral also includes a blanket lien on all of the Debtor's personal property. Accordingly, the Debtor believes that First Commerce Bank has an equity cushion based on the total value of all the Collateral securing its debt. A full-text copy of the Debtor's Motion is available at: http://bankrupt.com/misc/njb18-10753-5.pdf About Endo Surgical Center of North Jersey, P.C. Headquartered in Clifton, New Jersey, William Focazio, MD, PA, Endo Surgical Center of North Jersey, and Fenner Ave., LLC, are privately held companies that operate in the health care industry specializing in internal medicine and gastroenterology. William Focazio, MD, PA and its affiliates Endo Surgical Center of North Jersey and Fenner Ave., LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 18-10752, 18-10753 and 18-10755, respectively) on Jan. 13, 2018. William Focazio, M.D., principal, signed the petitions. At the time of filing, William Focazio, MD, PA has $1,130,000 in total assets and $12,830,000 in total liabilities; and Endo Surgical Center has $1,170,000 in total assets and $16,490,000 in total liabilities. Judge Vincent F. Papalia presides over the case. Trenk DiPasquale Della Fera & Sodono, P.C., is the Debtor's counsel. FALLING LEAVES: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Falling Leaves Recovery LLC as of Jan. 26, according to a court docket. About Falling Leaves Recovery LLC Fallen Leaves Recovery provides comprehensive therapy to those suffering with addictions. Based in Fort Lauderdale, Florida, Fallen Leaves Recovery filed a Chapter 11 petition (Bankr. S.D. Fla. Case no. 17-23651) on November 11, 2017. The petition was signed by Mark Sheppard, managing member and CFO. Chad Van Horn, Esq. at Van Horn Law Group, Inc. represents the Debtor as counsel. Judge Raymond B Ray presides over the case. At the time of filing, the Debtor estimated $100,000 to $500,000 in assets and $50 million to $100 million in liabilities. FGL HOLDINGS: Moody's Assigns Ba3 Issuer Rating; Outlook Stable --------------------------------------------------------------- Moody's Investors Service has assigned a Ba3 issuer rating to FGL Holdings (formerly CF Corporation) as well as a Ba2 issuer rating to CF Bermuda Holdings Limited (CF Bermuda) and a Baa2 insurance financial strength (IFS) rating to F&G Re Ltd (F&G Re) with a stable outlook. Additionally, Moody's affirmed the Ba2 senior unsecured debt rating of Fidelity & Guaranty Life Holdings, Inc. (FGLH), a wholly-owned subsidiary of FGL US Holdings (unrated) and the Baa2 IFS rating of FGLH's primary operating company, Fidelity & Guaranty Life Insurance Company (FGLIC). The outlook on all entities is stable. RATINGS RATIONALE The assignment of the ratings follows the completion of FGL Holdings' previously announced merger transaction under which CF Corporation (now FGL Holdings) acquired Fidelity & Guaranty Life. The Baa2 IFS rating of F&G Re reflects Moody's view that F&G Re and FGLIC are treated as one analytical unit due to F&G Re primarily reinsuring business from FGLIC. If F&G Re's strategy changes relative to Moody's expectations, it may no longer be rated the same as FGLIC. Additionally, CF Bermuda's Ba2 issuer rating is the standard three notches from the Baa2 IFS rating of the insurance operating entities. The Ba3 issuer rating of FGL Holdings is one notch lower than the Ba2 issuer rating of CF Bermuda reflecting structural subordination. The rating agency expects FGL to maintain financial leverage below 25% prospectively as well as appropriate capital levels. The rating agency stated that it will evaluate FGL Holdings' efforts to accelerate growth to ensure that the company's actions remain in line with the current ratings. In addition, Moody's expects the new tax law will make it less beneficial to cede directly sold business from its US operations to F&G Re, its Bermuda affiliate. FGLIC's credit profile reflects the company's growing market position, especially in the fixed indexed annuity (FIA) space, as well as its good profitability, and higher investment yield from portfolio repositioning efforts. FGLIC has been able to balance the healthy growth of its FIA business while expanding its footprint in the indexed universal life (IUL) insurance market. The rating agency noted that these strengths are offset by the concentration of FGLIC's sales in FIAs, along with the associated hedging and asset liability management challenges. FGLIC's sales are likely to continue to be highly concentrated in annuity products in the near-term. Additionally, the company's primary distribution channel is via independent marketing organizations (IMOs) which could be impacted by the Department of Labor's new fiduciary rules, notwithstanding the potential for alterations or rescission. RATING DRIVERS According to Moody's, the following could lead to an upgrade of FGLH's and FGLIC's ratings: 1) sustained statutory return on capital exceeding 6%; and 2) more balanced growth in profitably priced new FIA business and life insurance. Conversely, the following factors could result in a downgrade of FGLH's and FGLIC's ratings: 1) increased investment risk from more aggressive asset allocations; 2) adjusted financial leverage above 25%; 3) sustained statutory return on capital less than 6%; 4) significant use of reinsurance to finance growth; or 5) more aggressive capital actions or the consolidated NAIC RBC ratio (company action level) declining below 400%. The following ratings were assigned with stable outlooks: FGL Holdings -- issuer rating at Ba3; CF Bermuda Holdings Limited -- issuer rating at Ba2; F&G Re Ltd -- insurance financial strength rating at Baa2. The following ratings were affirmed with stable outlooks: Fidelity & Guaranty Life Insurance Company -- insurance financial strength rating at Baa2; Fidelity & Guaranty Life Holdings, Inc. -- senior unsecured debt rating at Ba2. FGLH is an insurance holding company headquartered in Des Moines, Iowa. As of September 30, 2017, FGLH reported total assets of about $29 billion and shareholders' equity of approximately $2.2 billion. The principal methodology used in these ratings was Global Life Insurers published in April 2016. FINJAN HOLDINGS: Israel Seed Cut Stake to 9.88% as of Nov. 6 ------------------------------------------------------------ Israel Seed IV, L.P. reported to the Securities and Exchange Commission that it is the beneficial owner of 2,737,782 shares of Common Stock of Finjan Holdings Inc., constituting 9.88% based upon 27,707,329 shares of common stock issued and outstanding as of Nov. 6, 2017 (according to the Report on Form 10-Q filed by the Issuer on Nov. 9, 2017. Israel Venture Partners 2000 Limited and Neil Cohen also reported beneficial ownership of 2,737,782 shares. In multiple transactions from Jan. 26, 2017 through Jan. 23, 2018, Israel Seed sold shares of the Issuer's Common Stock on the open market totaling 1,627,424 shares. A full-text copy of the regulatory filing is available at: https://is.gd/tHCow7 About Finjan Established over 20 years ago, Finjan -- http://www.finjan.com/-- is a cybersecurity company focused on four business lines: intellectual property licensing and enforcement, mobile security application development, advisory services, and investing in cybersecurity technologies and intellectual property. Licensing and enforcement of the Company's cybersecurity patent portfolio is operated by its wholly-owned subsidiary Finjan, Inc. Finjan became a wholly owned subsidiary of Finjan Holdings in June of 2013 after a merger transaction, following which we began trading on the OTC Markets. The Company's common stock has been trading on the NASDAQ Capital Market since May 2014. Since the merger, the Company continues to execute on its existing business lines while outlining a vision and focusing on growth. Finjan is based in East Palo Alto, California. Finjan reported a net loss attributable to common stockholders of $6.43 million for the year ended Dec. 31, 2016, a net loss attributable to common stockholders of $12.60 million for the year ended Dec. 31, 2015, and a net loss of $10.47 million for the year ended Dec. 31, 2014. As of Sept. 30, 2017, Finjan Holdings had $45.32 million in total assets, $11.96 million in total liabilities, $18 million in redeemable preferred stock and $15.35 million in total stockholders' equity. FM 544 PARK: Trustee Taps Barg & Henson as Accountant ----------------------------------------------------- Kevin McCullough, the Chapter 11 trustee for FM 544 Park Vista Ltd. and Pavist LLC, seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Barg & Henson, P.C., as his accountant. The firm will advise the Trustee regarding the requirements for filing monthly operating reports; consult with the trustee concerning administration of the Debtors' Chapter 11 cases and preparation of their tax returns; and provide other accounting services related to the cases. The firm's hourly rates are: Partners (over 30 years) $320 Senior Staff (over 10 years) $160 Junior Staff (over 3 years) $110 Donald Barg, a Barg & Henson shareholder, disclosed in a court filing that the firm, its associates, shareholders and other members do not hold or represent any interest adverse to the trustee, the Debtors and the estates. Barg & Henson can be reached through: Donald R. Barg Barg & Henson, P.C. 1300 S. University Drive, Suite 312 Fort Worth, TX 76107 Email: dbarg@barg-henson.com About FM 544 Park Vista FM 544 Park Vista Ltd. was formed on April 29, 2014, to acquire and prepare for development a 31.5 acre tract located in Plano, Collin County, Texas as a 318-unit senior housing apartment complex. The general partner of FM 544 is Pavist, a limited liability company, while the sole limited partner is Shaw Family Trust No. 3. FM 544 Park Vista Ltd., based in Addison, Texas, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 17-34255) on Nov. 7, 2017. Pavist, LLC, filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 17-34274-11) on Nov. 9. Richard Shaw, their manager, signed the petitions. The bankruptcy cases are being jointly administered for procedural purposes only under the case of FM 544 Park Vista. Judge Stacey G. Jernigan presides over the cases. FM 544 estimated $1 million to $10 million in both assets and liabilities. Joseph F. Postnikoff, Esq., at Goodrich Postnikoff & Associates, LLP, is the Debtors' bankruptcy counsel. Kevin D. McCullough is the court-appointed Chapter 11 trustee for the Debtors. GIGA-TRONICS INC: Common Stock Delisted from Nasdaq --------------------------------------------------- The Nasdaq Stock Market LLC has filed with the Securities and Exchange Commission a Form 25-NSE notifying the removal from listing or registration of Giga-Tronics Inc.'s common stock under Section 12(b) of the Securities Exchange Act of 1934. About Giga-tronics Headquartered in Dublin, California, Giga-tronics Incorporated produces electronic warfare instruments used in the defense industry and YIG RADAR filters used in fighter jet aircraft. It designs, manufactures and markets the new Advanced Signal Generator (ASG) for the electronic warfare market, and switching systems that are used in automatic testing systems primarily in aerospace, defense and telecommunications. Giga-tronics reported a net loss of $1.54 million on $16.26 million of net sales for the year ended March 25, 2017, compared to a net loss of $4.10 million on $14.59 million of net sales for the year ended March 26, 2016. As of Sept. 30, 2017, Giga-Tronics had $8.48 million in total assets, $8.81 million in total liabilities and a total shareholders' deficit of $335,000. "The Company has experienced delays in the development of features, receipt of orders, and shipments for the new Advanced Signal Generator ("ASG"). These delays have contributed, in part, to a decrease in working capital. The new ASG product has shipped to several customers, but potential delays in the development or refinement of features, longer than anticipated sales cycles, or uncertainty as to the Company's ability to efficiently manufacture the ASG, could significantly contribute to additional future losses and decreases in working capital. "To help fund operations, the Company relies on advances under the line of credit with Bridge Bank which expires on May 6, 2019. The agreement includes a subjective acceleration clause, which allows for amounts due under the facility to become immediately due in the event of a material adverse change in the Company's business condition (financial or otherwise), operations, properties or prospects, or ability to repay the credit based on the lender's judgement. As of September 30, 2017, the line of credit had a balance of $552,000. "These matters raise substantial doubt as to the Company's ability to continue as a going concern," the Company stated in its quarterly report for the period ended Sept. 30, 2017. GLOBAL A&T: Taps Alvarez & Marsal as Restructuring Advisor ---------------------------------------------------------- Global A&T Electronics Limited seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire restructuring advisors in connection with the Chapter 11 cases filed by the company and its affiliates. Global A&T proposes to employ Alvarez & Marsal North America, LLC and its affiliate Alvarez & Marsal (SE Asia) Pte. Ltd. to, among other things, assist in the preparation of financial-related disclosures; give advice regarding the implementation of key employee compensation and benefit programs; assist the Debtors' management team in the coordination of resources related to the reorganization effort; and prepare information necessary for the confirmation of a plan of reorganization. US-Based Asia-Based CMS Personnel Personnel Personnel ----------- ----------- ----------- Managing Directors $800 - $975 $800 - $900 $725 - $850 Directors $625 - $775 $600 - $700 $550 - $700 Analysts/Associates $375 - $600 $200 - $550 $350 - $525 The firms received $500,000 as a retainer in connection with preparing for and conducting the filing of the Debtors' Chapter 11 cases. In the 90 days prior to the petition date, they received retainers and payments totaling $1,286,456.39 for services performed for the Debtors. Robert Caruso, managing director of Alvarez & Marsal, disclosed in a court filing that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. Alvarez & Marsal can be reached through: Robert M. Caruso & Marsal North America, LLC 540 West Madison Street, Suite 1800 Chicago, IL 60661 Phone: +1 312-601-9063 / +1 312-601-4220 Fax: +1 312-332-4599 Email: rcaruso%40alvarezandmarsal.com About Global A&T Electronics Global A&T Electronics Ltd. is a subsidiary of UTAC Holdings Ltd. that provides semiconductor assembly and test services for integrated circuits for use in analog, mixed-signal and logic, and memory products in the United States, Japan, rest of Asia, Europe, and internationally. UTAC Holdings and its subsidiaries are independent providers of assembly and test services for a broad range of semiconductor chips with diversified end uses, including in-communications devices (such as smartphones, Bluetooth and WiFi), consumer devices, computing devices, automotive devices, security devices, and devices for industrial and medical applications. The company offers its customers a full range of semiconductor assembly and test services in these key product categories: analog, mixed-signal and logic, and memory. UTAC's customers are primarily fables companies, integrated device manufacturers and wafer foundries. UTAC is headquartered in Singapore, with production facilities located in Singapore, Thailand, Taiwan, China, Indonesia and Malaysia. The company's global sales network is broadly focused on five regions: the United States, Europe, China and Taiwan, Japan, and the rest of Asia. The Debtors have 10,402 full-time employees. Global A&T and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case Nos. 17-23931 to 17-23943) on Dec. 17, 2017. In the petition signed by general counsel Michael E. Foreman, Global A&T estimated assets of $500 million to $1 billion and liabilities of $1 billion to $10 billion. Judge Robert D. Drain presides over the cases. The Debtors hired Kirkland & Ellis LLP as their bankruptcy counsel; Moelis & Company Asia Limited and Moelis & Company LLC as financial advisors; Alvarez & Marsal North America, LLC and Alvarez & Marsal (SE Asia) Pte. Ltd. as restructuring advisors; and Prime Clerk LLC as notice, claims and balloting agent. GLOBAL A&T: Taps Kirkland & Ellis as Legal Counsel -------------------------------------------------- Global A&T Electronics Limited seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Kirkland & Ellis LLP and Kirkland & Ellis International LLP as its legal counsel. The firms will advise Global A&T and its affiliates regarding their duties under the Bankruptcy Code; negotiate with creditors; assist in any potential sale of assets; help the Debtors obtain financing; assist in the preparation of a bankruptcy plan; and provide other legal services related to their Chapter 11 cases. The firms' hourly rates are: Partners $965 - $1,795 Of Counsel $575 - $1,795 Associates $575 - $1,065 Paraprofessionals $220 - $440 The Debtors paid $400,000 to the firms, which constituted a "security retainer" prior to the petition date, and additional security retainers totaling $3.6 million. Patrick Nash, Jr., president of Patrick J. Nash, Jr., P.C., a partner of Kirkland, disclosed in a court filing that the firms are "disinterested" as defined in section 101(14) of the Bankruptcy Code. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Mr. Nash disclosed that Kirkland has not agreed to any variations from, or alternatives to, its standard or customary billing arrangements; and that no Kirkland professional has varied his rate based on the geographic location of the Debtors' cases. Mr. Nash also disclosed that Kirkland represented the Debtors during the 12-month period before the petition date, using these hourly rates: Professionals 09/12/17 - 12/31/17 ------------- ------------------- Partners $930 - $1,745 Of Counsel $555 - $1,745 Associates $555 - $1,015 Paraprofessionals $215 - $420 Professionals On/After 01/01/18 ------------- ----------------- Partners $965 - $1,795 Of Counsel $575 - $1,795 Associates $575 - $1,065 Paraprofessionals $220 - $440 The Debtors have already approved Kirkland's budget and staffing plan for the period Dec. 17 to 31, 2017, according to Mr. Nash. Kirkland can be reached through: Patrick J. Nash, Jr. Patrick J. Nash, Jr., P.C. Gregory F. Pesce, Esq. Kirkland & Ellis LLP 300 North LaSalle Street Chicago, IL 60654 Tel: (312) 862-2000 Fax: (312) 862-2200 E-mail: patrick.nash@kirkland.com -- and -- Marc Kieselstein, Esq. Marc Kieselstein, P.C. Kirkland & Ellis LLP 601 Lexington Avenue New York, NY 10022 Tel: (212) 446-4800 Fax: (212) 446-4900 E-mail: marc.kieselstein@kirkland.com About Global A&T Electronics Global A&T Electronics Ltd. is a subsidiary of UTAC Holdings Ltd. that provides semiconductor assembly and test services for integrated circuits for use in analog, mixed-signal and logic, and memory products in the United States, Japan, rest of Asia, Europe, and internationally. UTAC Holdings and its subsidiaries are independent providers of assembly and test services for a broad range of semiconductor chips with diversified end uses, including in-communications devices (such as smartphones, Bluetooth and WiFi), consumer devices, computing devices, automotive devices, security devices, and devices for industrial and medical applications. The company offers its customers a full range of semiconductor assembly and test services in these key product categories: analog, mixed-signal and logic, and memory. UTAC's customers are primarily fables companies, integrated device manufacturers and wafer foundries. UTAC is headquartered in Singapore, with production facilities located in Singapore, Thailand, Taiwan, China, Indonesia and Malaysia. The company's global sales network is broadly focused on five regions: the United States, Europe, China and Taiwan, Japan, and the rest of Asia. The Debtors have 10,402 full-time employees. Global A&T and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case Nos. 17-23931 to 17-23943) on Dec. 17, 2017. In the petition signed by general counsel Michael E. Foreman, Global A&T estimated assets of $500 million to $1 billion and liabilities of $1 billion to $10 billion. Judge Robert D. Drain presides over the cases. The Debtors hired Kirkland & Ellis LLP as their bankruptcy counsel; Moelis & Company Asia Limited and Moelis & Company LLC as financial advisors; Alvarez & Marsal North America, LLC and Alvarez & Marsal (SE Asia) Pte. Ltd. as restructuring advisors; and Prime Clerk LLC as notice, claims and balloting agent. GLOBAL A&T: Taps Moelis as Investment Banker & Financial Advisor ---------------------------------------------------------------- Global A&T Electronics Limited seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire an investment banker and financial advisor in connection with the Chapter 11 cases filed by the company and its affiliates. Global A&T proposes to employ Moelis & Company LLC and Moelis & Company Asia Limited to, among other things, review results of its operations, financial condition and business plan; assist in developing a strategy to effect a restructuring; assist in reviewing and in negotiating any potential transaction; and advise the Debtors on the terms of securities offered in any potential sale transaction or capital transaction. Moelis will be paid a non-refundable cash fee of $175,000 per month for its services. Meanwhile, the firm will be paid a fee of $7.5 million in case of a restructuring; and a non-refundable cash fee equal to 2% of the "sale transaction value" in case of a sale. In case of a capital transaction, Moelis will be paid a non-refundable cash fee equal to (i) 1% of the aggregate gross amount of secured debt obligations and other secured interests raised in the transaction, (ii) 3% of the aggregate gross amount of unsecured debt obligations, and other unsecured interests raised in the transaction, and (iii) 5% of the aggregate gross amount or face value of new capital raised in the transaction as equity, equity-linked interests, options, warrants or other rights to acquire equity interests. Adam Waldman, executive director of Moelis, disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Adam Waldman Moelis & Company LLC 399 Park Avenue, 5th Floor New York, NY 10022 Tel: 1 212-883-3800 Fax: 1 212-880-4260 About Global A&T Electronics Global A&T Electronics Ltd. is a subsidiary of UTAC Holdings Ltd. that provides semiconductor assembly and test services for integrated circuits for use in analog, mixed-signal and logic, and memory products in the United States, Japan, rest of Asia, Europe, and internationally. UTAC Holdings and its subsidiaries are independent providers of assembly and test services for a broad range of semiconductor chips with diversified end uses, including in-communications devices (such as smartphones, Bluetooth and WiFi), consumer devices, computing devices, automotive devices, security devices, and devices for industrial and medical applications. The company offers its customers a full range of semiconductor assembly and test services in these key product categories: analog, mixed-signal and logic, and memory. UTAC's customers are primarily fables companies, integrated device manufacturers and wafer foundries. UTAC is headquartered in Singapore, with production facilities located in Singapore, Thailand, Taiwan, China, Indonesia and Malaysia. The company's global sales network is broadly focused on five regions: the United States, Europe, China and Taiwan, Japan, and the rest of Asia. The Debtors have 10,402 full-time employees. Global A&T and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case Nos. 17-23931 to 17-23943) on Dec. 17, 2017. In the petition signed by general counsel Michael E. Foreman, Global A&T estimated assets of $500 million to $1 billion and liabilities of $1 billion to $10 billion. Judge Robert D. Drain presides over the cases. The Debtors hired Kirkland & Ellis LLP as their bankruptcy counsel; Moelis & Company Asia Limited and Moelis & Company LLC as financial advisors; Alvarez & Marsal North America, LLC and Alvarez & Marsal (SE Asia) Pte. Ltd. as restructuring advisors; and Prime Clerk LLC as notice, claims and balloting agent. GREEKTOWN HOLDINGS: Papas, et al. Free from Trustee's Clawback Suit ------------------------------------------------------------------- In the appeals case captioned BUCHWALD CAPITAL ADVISORS, LLC, Litigation Trustee for the Greektown Litigation Trust, Appellant, v. DIMITRIOS ("JIM") PAPAS, et al., Appellees, Case No. 15-cv-14289 (E.D. Mich.), District Judge Paul D. Borman entered an order affirming the bankruptcy court's Nov. 24, 2015 opinion and Dec. 23, 2015 order granting the Papas and Gatzaros defendants' motion for summary judgment and dismissing them with prejudice from the adversary proceeding. The appeal arises out of the Greektown Holdings, LLC Bankruptcy proceedings specifically out of Bankruptcy Adversary Proceeding No. 10-05712, Buchwald Capital Advisors, LLC, solely in its capacity as Litigation Trustee to the Greektown Litigation Trust v. Dimitrios Papas, Viola Papas, Ted Gatzaros, Maria Gatzaros, Barden Development, Inc., Lac Vieux Desert Band of Lake Superior Chippewa Indians, Kewadin Casinos Gaming Authority, and Barden Nevada Gaming, LLC, in which the Plaintiff, Buchwald Capital Advisors, LLC, Litigation Trustee for the Greektown Litigation Trust seeks to avoid certain transfers made to the Defendants that are alleged to have been fraudulent and therefore avoidable, which incorporates Michigan's Uniform Fraudulent Transfer Act, Mich. At issue in the appeal are approximately $155 million in wire transfers made in 2005 -- approximately $95 million in a transfer to Dimitrios and Viola Papas and approximately $60 million in a transfer to Ted and Maria Gatzaros. The Bankruptcy Court, in its Nov. 24, 2015 Opinion, concluded that the Wire Transfers were protected from avoidance under Section 546(e) of the Bankruptcy Code, 11 U.S.C. section 546(e), a "safe harbor" provision that bars a trustee's avoidance of transfers that are "settlement payments" made by or to (or for the benefit of) a financial institution and bars avoidance of transfers that are made by or to (or for the benefit of) a financial institution in connection with a securities contract. The Bankruptcy Court granted the Papas and Gatzaros Defendants' motion for summary judgment and dismissed them from the Adversary Proceeding with prejudice on Dec. 23, 2015. On appeal, the Litigation Trustee argues: (1) that the Bankruptcy Court improperly weighed evidence and made erroneous factual findings in reaching its summary judgment conclusion that the Wire Transfers are entitled to safe harbor protection under Section 546(e); and (2) that the Wire Transfers were in fact dividend payments, not settlement payments, which were not made in connection with a securities contract and were not made "by" or "to" a financial institution, and thus were not entitled to safe harbor protection under Section 546(e) and are therefore avoidable under Section 544 and ultimately recoverable from the Papas and Gatzaros Defendants as "initial transferees" under Section 550(a)(1). The Papas and Gatzaros Defendants respond that: (1) all of the material facts that demonstrate the applicability of Section 546(e) to the Wire Transfers are undisputed; and (2) the Wire Transfers were "settlement payments," not dividends, and were made in connection with a securities contract and were made by a financial institution, and thus are entitled to safe harbor protection under Section 546(e). Upon review of the case, the Court rejects the Litigation Trustee's position and concludes that the Bankruptcy Court reached the correct conclusion regarding the nature of the 2005 Transaction. The Litigation Trustee urges the Court to adopt a myopic view the 2005 Transaction that focuses solely on the dividend from Holdings to Monroe and Kewadin and ignores every other document and undisputed fact in the record. However, this view of the 2005 Transaction ignores the undisputed factual realities that: (1) Holdings was formed, at the insistence of and with the approval of the Michigan Gaming Control Board, for the express purpose of satisfying the redemption obligations to the Papas and Gatzaros Defendants; (2) the sole purpose of the Note issuance, as fully disclosed to the Noteholders in the Offering Memorandum, the Flow of Funds Memorandum, and the Note Purchase Agreement, was to obtain funds to make the payments to the Papas and Gatzaros Defendants; and (3) in a unified series of transactions deemed to have occurred simultaneously, the proceeds of the securities transaction were wired directly from Holdings' brokerage account at MLPFS to the bank accounts of the Papas and Gatzaros Defendants, as understood and expected by all parties who devised, sanctioned, and/or were parties to the Note sale. The Litigation Trustee's position also ignores the legal reality that Holdings: (1) entered into a covenant under the NPA to use the proceeds of the sale of the Notes only as directed in the Offering Memorandum's "Use of Proceeds" section, i.e. to pay the amounts owed to the Papas and Gatzaros Defendants, and (2) was directed by the Nov. 15, 2005 Order of the MCGB to use the proceeds only as described in the Oct. 27, 2005 Approval Request, i.e. to pay the amounts owed to the Papas and Gatzaros Defendants. The totality of these circumstances leads the Court to find both (1) that the Wire Transfers to the Papas and Gatzaros Defendants were settlement payments made by or to or for the benefit of a financial institution, and (2) that the Wire Transfers were made by or to or for the benefit of a financial institution in connection with a securities contract. Either finding provides an independent basis to affirm Judge Shapero's Nov. 24, 2015 Summary Judgment Opinion and Dec. 23, 2015 Order of Dismissal. A full-text copy of Judge Borman's Opinion and Order dated Jan. 23, 2018 is available at https://is.gd/tr08ka from Leagle.com. Buchwald Capital Advisors, LLC, solely in its capacity as Litigation Trustee to the Greektown Litigation Trust, Appellant, represented by Joel D. Applebaum -- japplebaum@clarkhill.com -- Clark Hill, Linda M. Watson -- lwatson@clarkhill.com -- Clark Hill & Mark N. Parry -- mparry@mosessinger.com -- Moses and Singer. Dimitrios Papas, Viola Papas, Ted Gatzaros & Maria Gatzaros, Appellees, represented by James E. Morgan -- jmorgan@howardandhoward.com -- Howard & Howard Attorneys PLLC, Lisa S. Gretchko -- lgretchko@howardandhoward.com -- Howard & Howard & Patrick M. McCarthy -- pmccarthy@howardandhoward.com -- Howard & Howard. Kewadin Casinos Gaming Authority, Appellee, represented by Douglas L. Lutz -- dlutz@fbtlaw.com -- Frost Brown & Grant Cowan -- gcowant@fblutz.com -- Frost Brown Todd LLC. About Greektown Holdings Based in Detroit, Michigan, Greektown Holdings, LLC, and its affiliates -- http://www.greektowncasino.com/-- operate world-class casino gaming facilities located in Detroit's historic Greektown district featuring more than 75,000 square feet of casino gaming space with more than 2,400 slot machines, over 70 tables games, a 12,500-square foot salon dedicated to high limit gaming and the largest live poker room in the metropolitan Detroit gaming market. The Company and seven of its affiliates filed for Chapter 11 protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No. 08-53104). The Debtors hired Daniel J. Weiner, Esq., Michael E. Baum, Esq., and Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, as their bankruptcy counsel; Judy B. Calton, Esq., at Honigman Miller Schwartz and Cohn LLP, as their special counsel; Conway MacKenzie & Dunleavy as their financial advisor, and Kurtzman Carson Consultants LLC as claims, noticing, and balloting agent. The Official Committee of Unsecured Creditors tapped Clark Hill PLC as its counsel. Greektown Holdings listed assets and debts of $100 million to $500 million in its bankruptcy petition. On June 1, 2009, the Debtors filed a proposed Chapter 11 Plan of Reorganization. On Dec. 7, 2009, certain noteholder entities, the Official Committee of Unsecured Creditors of the Debtors, and Deutsche Bank Trust Company Americas, as indenture trustee, proposed their own plan of reorganization for the Debtors. On Jan. 22, 2010, the Bankruptcy Court entered an order confirming the Noteholder Plan. The Plan was declared effective on June 30, 2010, after Greektown Casino Hotel obtained unanimous approval from the Michigan Gaming Control Board on June 28 of the transfer of the Company's ownership from the Sault Ste. Marie Tribe of Chippewa Indian to new investors. * * * As reported by the TCR on Feb. 28, 2014, Standard & Poor's Ratings Services assigned Detroit-based gaming operator Greektown Holdings LLC its 'B-' corporate credit rating. The 'B-' corporate credit rating reflects S&P's assessment of Greektown's business risk profile as "vulnerable" and its assessment of the company's financial risk profile as "highly leveraged," according to S&P's criteria. HEALTHCARE PROVIDERS INSURANCE: Sent by Pa. Court to Liquidation ---------------------------------------------------------------- The Commonwealth Court of Pennsylvania ordered Healthcare Providers Insurance Exchange into liquidation effective Jan. 12, 2018. Jessica K. Altman, Acting Insurance Commissioner of the Commonwealth of Pennsylvania, was appointed the Statutory Liquidator, and was ordered to take possession of HPIX's property and liquidate its business. Deputy Insurance Commissioner Laura Lyon Slaymaker and her staff oversee the liquidation on the Liquidator's behalf. Parties who want to pursue a claim against the estate of HPIX must file a fully completed proof of claim to have that claim considered. Pursuant to the Pennsylvania Commonwealth Court's HPIX Order, the Liquidator will file an application with the Court in April 2018 seeking to establish a claims filing deadline. General questions about the liquidation process should be directed to and proof of claim forms can be obtained from: * Download: www.insurance.pa.gov Click Regulations, then Liquidations & Rehabilitations * Request by Email: ra-in-claims@pa.gov * Request by Telephone: (717) 787-7823 * Request by Mail: Statutory Liquidator for HPIX Capitol Associates Building 901 N. 7th Street Harrisburg, PA 17102 A fully completed proof of claim shall include: * A proof of claim form containing the original signature of the claimant; * A description of the claim and any security interest; * Whether collateral security or personal security is pledged in accordance with the terms of the policy; * Documentation of any payments made on the claim; * A statement that the amount is justly owed to the claimant; and * Whenever a claim is based upon an instrument in writing, such as a contract, a copy of that document should be attached to the proof of claim. If the document has been destroyed, a statement of the facts and circumstances of the loss must be filed, under oath, with the claim A paid HPIX policy and any accompanying extending report period will terminate at its normal expiration, upon replacement or February 11, 2018 (30 days from the date of liquidation), whichever is soonest. HECTOR RICARDO CARMONA: US Court Won't Recognize Mexican Judgments ------------------------------------------------------------------ Bankruptcy Judge Eduardo V. Rodriguez issued a memorandum opinion granting Maria Eugenia Rosales' motion for non-recognition of foreign country judgments and related matters in the cases captioned HECTOR RICARDO CARMONA, Plaintiff, v. MARIA EUGENIA CARMONA, Defendant. MARIA EUGENIA ROSALES, Plaintiff, v. HECTOR RICARDO CARMONA, Defendant, Adversary Nos. 16-5003, 16-5008 (Bankr. S.D. Tex.). The story of the case sub judice began in March 2012, when Maria Eugenia Rosales filed for divorce from her husband Hector Ricardo Carmona in Laredo, Texas, which is located in Webb County. Although the Parties entered into a mediated settlement agreement--which ultimately served as a basis for the entry of a Final Decree of Divorce--a flurry of litigation, initiated by Carmona, ensued in the United States of Mexico resulting in multiple foreign judgments being entered against Rosales. The US Court has been tasked with determining whether seven Mexican Judgments entered against Rosales should be recognized by the US Court under the Texas Recognition Act. In 2014, Carmona and Rosales settled a contentious divorce, which involved, inter alia, Carmona's claim that Rosales fraudulently transferred the SA Calichar Lot. Subsequent to the settlement, Carmona brought litigation against Rosales in Mexico resulting in seven Mexican Judgments. Rosales seeks that the US Court grant her Motion for Non-Recognition and decline to recognize any of the Mexican Judgments citing a lack of due process and impartial tribunals in Mexico, the Mexican court's alleged lack of integrity, lack of due process in the underlying Mexican proceedings, public policy arguments, and res judicata. Conversely, Carmona contends that there is no basis to deny recognition to the Mexican Judgments and requests that the Court deny the Motion for Non-Recognition. The US Court considered all five bases for denial under the Texas Recognition Act. The evidence before the Court simply does not meet the high burden of demonstrating that the judgments rendered by the Mexican judicial system does not provide impartial tribunals or procedures compatible with the requirements of due process of law and thus section 36A.004(b)(1) cannot serve as a basis to deny recognition of the Mexican Judgments. The Court finds that it cannot deny recognition of the Mexican Judgments based on section 36A.004(c)(7) because the judgments were not rendered in circumstances that raise substantial doubt about the integrity of the Mexican courts with respect to the judgments. Similarly, the Court finds that it cannot deny recognition of the Mexican Judgments based on section 36A.004(c)(8) because the specific proceedings in the Mexican courts leading to the judgments was compatible with the requirements of due process of law. Although the cause of action underlying the Mexican Judgments is not repugnant to Texas public policy, the Court finds that the Mexican Judgments are directly in contravention with Texas public policy and that it should decline to recognize the Mexican Judgments under section 36A.004(c)(3). Finally, the Court also finds that the Mexican Judgments should be denied recognition because they conflict with another final and conclusive judgment, namely the MSA and Final Decree under section 36A.004(c)(4). Accordingly, the motion for non-recognition is granted and the Mexican Judgments should not be recognized by the Court. A full-text copy of Judge Rodriguez's Memorandum Opinion dated Jan. 19, 2018 is available at https://is.gd/dpWUd5 from Leagle.com. Hector Ricardo Carmona, Debtor, represented by Carl Michael Barto, Law Office of Carl M. Barto, Leslie M. Luttrell -- luttrell@LCLawGroup.net -- Luttrell + Carmody Law Group, Octavio Salinas & Fausto Sosa. US Trustee, U.S. Trustee, represented by Stephen Douglas Statham, Office of US Trustee. Hector Ricardo Carmona sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 16-50155) on July 21, 2016. The Debtor is represented by Carl Michael Barto, Esq. HELIOS AND MATHESON: Empery Has 4.99% Stake as of Dec. 31 --------------------------------------------------------- Empery Asset Management, LP, Ryan M. Lane, and Martin D. Hoe reported to the Securities and Exchange Commission that as of Dec. 31, 2017, they beneficially own 17,733 shares of Common Stock; 660,885 shares of Common Stock issuable upon conversion of the Notes; and 1,425,000 shares of Common Stock issuable upon exercise of Warrants of Helios & Matheson Analytics Inc., constituting 4.99 percent of the shares outstanding. The percentage is based on 23,481,253 shares of Common Stock issued and outstanding as of Dec. 13, 2017, as represented in the Company's Prospectus Supplement on Form 424(b)(5) filed with the Securities and Exchange Commission on Dec. 14, 2017 and assumes the conversion of the Company's reported notes and the exercise of the Company's reported warrants each subject to the Blockers. Pursuant to the terms of the Reported Notes and Reported Warrants, the Reporting Persons cannot convert the Reported Notes or exercise the Reported Warrants to the extent the Reporting Persons would beneficially own, after any such conversion or exercise, more than 4.99% of the outstanding shares of Common Stock (the "Blockers"). A full-text copy of the regulatory filing is available at: https://is.gd/6FVwDK About Helios and Matheson Helios and Matheson Analytics Inc. (NASDAQ: HMNY) -- http://www.hmny.com/-- provides information technology consulting, training services, software products and an enhanced suite of services of predictive analytics. Servicing Fortune 500 corporations and other large organizations, HMNY focuses mainly on BFSI technology verticals. HMNY's solutions cover the entire spectrum of IT needs, including applications, data, and infrastructure. HMNY is headquartered in New York, NY and listed on the NASDAQ Capital Market under the symbol HMNY. The Company had a net loss of $7,381,071 and $2,110,117 for the years ended Dec. 31, 2016 and 2015, respectively. As a result, these conditions had raised substantial doubt regarding its ability to continue as a going concern. As of Dec. 31, 2016, the Company had cash and working capital of $2,747,240 and $1,229,389, respectively. During the year ended Dec. 31, 2016, the Company used cash from operations of $2,134,313. In addition, as of the date the financial statements were issued, the Company has notes receivable of $6,900,000 from a convertible note holder. Management believes that current cash on hand coupled with the notes receivable makes it probable that the Company's cash resources will be sufficient to meet the Company's cash requirements through approximately April 2018. If necessary, management also determined that it is probable that external sources of debt and/or equity financing could be obtained based on management's history of being able to raise capital coupled with current favorable market conditions. As a result of both management's plans and current favorable trends in improving cash flow, the Company concluded that the initial conditions which raised substantial doubt regarding the ability to continue as a going concern have been alleviated. HELIOS AND MATHESON: Will Sell $400 Million Worth of Securities --------------------------------------------------------------- Helios and Matheson Analytics Inc. filed a Form S-3 registration statement with the Securities and Exchange Commission in connection with the offer and sell, in one or more offerings, of up to $400,000,000 in any combination of common stock, preferred stock, warrants, units and subscription rights. The Company may offer these securities from time to time in amounts, at prices and on other terms to be determined at the time of the offering. The Company may offer and sell these securities to or through underwriters, dealers or agents, or directly to investors, on a continuous or delayed basis. The supplements to this prospectus will provide the specific terms of the plan of distribution. The price to the public of those securities and the net proceeds we expect to receive from such sale will also be set forth in a prospectus supplement. Helios and Matheson's common stock is listed on the Nasdaq Capital Market under the symbol "HMNY." On Jan. 24, 2018, the closing price of its common stock as reported by the Nasdaq Capital Market was $9.15 per share. A full-text copy of the Form S-3 prospectus is available for free at https://is.gd/GUPmCz About Helios and Matheson Helios and Matheson Analytics Inc. (NASDAQ: HMNY) -- http://www.hmny.com/-- provides information technology consulting, training services, software products and an enhanced suite of services of predictive analytics. Servicing Fortune 500 corporations and other large organizations, HMNY focuses mainly on BFSI technology verticals. HMNY's solutions cover the entire spectrum of IT needs, including applications, data, and infrastructure. HMNY is headquartered in New York, NY and listed on the NASDAQ Capital Market under the symbol HMNY. The Company had a net loss of $7,381,071 and $2,110,117 for the years ended Dec. 31, 2016 and 2015, respectively. As a result, these conditions had raised substantial doubt regarding its ability to continue as a going concern. As of Dec. 31, 2016, the Company had cash and working capital of $2,747,240 and $1,229,389, respectively. During the year ended Dec. 31, 2016, the Company used cash from operations of $2,134,313. In addition, as of the date the financial statements were issued, the Company has notes receivable of $6,900,000 from a convertible note holder. Management believes that current cash on hand coupled with the notes receivable makes it probable that the Company's cash resources will be sufficient to meet the Company's cash requirements through approximately April 2018. If necessary, management also determined that it is probable that external sources of debt and/or equity financing could be obtained based on management's history of being able to raise capital coupled with current favorable market conditions. As a result of both management's plans and current favorable trends in improving cash flow, the Company concluded that the initial conditions which raised substantial doubt regarding the ability to continue as a going concern have been alleviated. HIGHVEST CORP: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Highvest Corp. as of Jan. 26, according to a court docket. About Highvest Corp. Based in Sebring, Florida, Highvest Corp. was founded in 2009 and is engaged in the wholesale distribution of distilled spirits, including neutral spirits and ethyl alcohol used in blended wines and distilled liquors. Highvest Corp. filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 17-24166), on November 28, 2017. In its petition signed by Anthony R. Cozier, president, the Debtor estimated less than $50,000 in assets and $1 million to $10 million in liabilities. The case is assigned to Judge Paul G. Hyman, Jr. The Debtor is represented by Angelo A. Gasparri, Esq. of the Law Office of Angelo A. Gasparri. HOBBICO INC: Arrma Durango's Case Summary & 10 Unsec. Creditors --------------------------------------------------------------- Debtor: Arrma Durango Ltd. Suite 3 Enterprise Glade Moira, Derbyshire DE12 6BA United Kingdom Type of Business: Based in Moira, United Kingdom, ARRMA Durango Ltd., a subsidiary of Hobbico, Inc., provides engineering, R&D and design services in support of Hobbico's Arrma product line. Hobbico is a designer, manufacturer, and distributor of radio control and general hobby products, including radio control vehicles, drones, model rockets, model kits, and general hobby products. Hobbico markets and sells thousands of these products across more than 250 brands, many of which are proprietary, including Axial, ARRMA, Revell, Estes, Great Planes Model Manufacturing, DuraTrax, and Top Flite. ARRMA Durango has no meaningful income, as it performs 100% of its services for Hobbico. ARRMA Durango has 16 employees. http://www.arrma-durango.com/ Chapter 11 Petition Date: January 26, 2018 Court: United States Bankruptcy Court District of Delaware (Delaware) Case No.: 18-10158 Judge: Hon. Kevin Gross Debtor's Local Bankruptcy Counsel: Curtis S. Miller, Esq. Robert J. Dehney, Esq. Matthew O. Talmo, Esq. MORRIS, NICHOLS, ARSHT & TUNNELL LLP 1201 N. Market Street, 16th Floor P.O. Box 1347 Wilmington, Delaware 19899-1347 Tel: (302) 658-9200 Fax: (302) 658-3989 E-mail: rdehney@mnat.com cmiller@mnat.com mtalmo@mnat.com Debtor's General Bankruptcy Counsel: Mark A. Berkoff, Esq. Nicholas M. Miller, Esq. Thomas C. Wolford, Esq. NEAL, GERBER & EISENBERG LLP Two North LaSalle Street, Suite 1700 Chicago, Illinois 60602 Tel: (312) 269-8000 Fax: (312) 269-1747 E-mail: mberkoff@nge.com nmiller@nge.com twolford@nge.com Debtor's Investment Banker: LINCOLN INTERNATIONAL LLC Debtor's Restructuring Advisor: KEYSTONE CONSULTING GROUP LLC - and - CR3 PARTNERS, LLC Debtor's Notice & Claims Agent: JND CORPORATE RESTRUCTURING Web site: http://www.jndla.com/cases/hobbico ARRMA Durango's Estimated Assets: $500,000 to $1 million ARRMA Durango's Estimated Liabilities: $100 million to $500 million The petition was signed by Tom S. O'Donoghue, Jr., chief restructuring officer. A copy of the petition, containing a list of the Debtor's 10 unsecured creditors, is available for free at: http://bankrupt.com/misc/deb18-10158.pdf On Jan. 10, 2018, each of these affiliated entities filed a petition in the U.S. Bankruptcy Court for the District of Delaware for relief under Chapter 11 of the Bankruptcy Code. The Initial Debtors have been granted joint administration of these cases under the case number assigned to the Chapter 11 case of Hobbico, Inc. (Case No. 18-10055). The debtor-affiliates are: Debtor Case No. ------ -------- Estes-Cox Corp. 18-10054 Hobbico, Inc. 18-10055 Axial R/C Inc. 18-10056 Great Planes Model Manufacturing, Inc. 18-10057 Revell Inc. 18-10058 Tower Hobbies, Inc. 18-10059 United Model, Inc. 18-10060 HOBBICO INC: Seeks to Hire CR3, Appoint T. O'Donoghue as CRO ------------------------------------------------------------ Hobbico, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Tom O'Donoghue, Jr. and his firm CR3 Partners, LLC to provide restructuring and management services. Mr. O'Donoghue, a partner at CR3, will serve as chief restructuring officer of Hobbico and its affiliates in connection with their Chapter 11 cases. The services to be provided by the CRO and his firm include reviewing the Debtors' financial results and projections; negotiating with creditors regarding restructuring; supervising the preparation of financial statements; advising the Debtors on strategic planning; and assisting them in managing key constituents. CR3's hourly rates are: Partners $450 - $650 Directors $350 - $500 Managers $300 - $425 Associates $250 - $350 The firm received a $75,000 cash retainer on October 27, 2017. Mr. O'Donoghue disclosed in a court filing that his firm does not have any interest adverse to the interests of the Debtors' estates, creditors and equity security holders. CR3 can be reached through: Tom S. O'Donoghue, Jr. CR3 Partners, LLC 13355 Noel Road, Suite 310 Dallas, TX 75240 Phone: 847-778-3965 Email: tom.odonoghue@cr3partners.com About Hobbico Inc. Hobbico, Inc. -- https://www.hobbico.com/ -- is engaged in the design, manufacturing, marketing and distribution of thousands of hobby products including radio-control and general hobby products. The company's merchandise includes a wide variety of radio-control models from cars and boats to airplanes and helicopters. Hobbico began in 1971 with just two people and now employs over 650 individuals in facilities that include its West Coast distribution center in Reno, Nevada, facilities in Penrose, Colorado and Elk Grove Village, Illinois and its corporate headquarters in Champaign, Illinois. Hobbico, Inc., along with its U.S. affiliates, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 18-10055) on Jan. 10, 2018. The petitions were signed by Tom S. O'Donoghue, Jr., chief restructuring officer. Hobbico estimated assets of $10 million to $50 million and debt of $100 million to $500 million. The Hon. Kevin Gross is the case judge. The Debtors tapped Neal, Gerber & Eisenberg LLP as general bankruptcy counsel; Morris, Nichols, Arsht & Tunnell LLP as local bankruptcy counsel; Lincoln International LLC as investment banker; and Keystone Consulting Group, LLC, and CR3 Partners, LLC, as restructuring advisors. JND Corporate Restructuring is the notice and claims agent. HOBBICO INC: Seeks to Hire Keystone, Appoint L. Brownstone as COO ----------------------------------------------------------------- Hobbico, Inc., seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Louis Brownstone and his firm Keystone Consulting Group, LLC, to provide interim management services. Mr. Brownstone, senior principal of Keystone, will serve as interim president and chief operating officer of Hobbico and its affiliates in connection with their Chapter 11 cases. The services to be provided by the COO and his firm include reviewing and making business decisions for the Debtors; supporting the Debtors' financial reporting activities; assisting in the preparation of bank loan reporting; and providing analysis of accounting or operations information as requested by the chief financial officer or chief restructuring officer to satisfy requests from their investment banker. The Debtors will pay Keystone $20,000 per week for services provided by Mr. Brownstone as interim president and COO. To the extent he is assisted by other Keystone professionals, they are to be paid at these hourly rates: Tom Harig $850 Danielle Moushon $450 Brad Terry $450 Emily Harig $275 Gilli Mizrahi $275 Joey Burzynski $175 Jack Zimmerman $175 Keystone received a $75,000 cash retainer on Oct. 1, 2017, which was increased to $100,000 on June 19, 2017. Mr. Brownstone disclosed in a court filing that he and other Keystone professionals do not hold or represent any interest adverse to the interests of the Debtors' estate, creditors and equity security holders. The firm can be reached through: Louis Brownstone Keystone Consulting Group, LLC 311 S. Wacker Dr., Suite 5000 Chicago, IL 60606 Phone: (312) 960-3630 About Hobbico Inc. Hobbico, Inc. -- https://www.hobbico.com/ -- is engaged in the design, manufacturing, marketing and distribution of thousands of hobby products including radio-control and general hobby products. The company's merchandise includes a wide variety of radio-control models from cars and boats to airplanes and helicopters. Hobbico began in 1971 with just two people and now employs over 650 individuals in facilities that include its West Coast distribution center in Reno, Nevada, facilities in Penrose, Colorado and Elk Grove Village, Illinois and its corporate headquarters in Champaign, Illinois. Hobbico, Inc., along with its U.S. affiliates, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 18-10055) on Jan. 10, 2018. The petitions were signed by Tom S. O'Donoghue, Jr., chief restructuring officer. Hobbico estimated assets of $10 million to $50 million and debt of $100 million to $500 million. The Hon. Kevin Gross is the case judge. The Debtors tapped Neal, Gerber & Eisenberg LLP as general bankruptcy counsel; Morris, Nichols, Arsht & Tunnell LLP as local bankruptcy counsel; Lincoln International LLC as investment banker; and Keystone Consulting Group, LLC, and CR3 Partners, LLC, as restructuring advisors. JND Corporate Restructuring is the notice and claims agent. HOBBICO INC: Taps JND Corporate as Administrative Agent ------------------------------------------------------- Hobbico, Inc., seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire JND Corporate Restructuring as administrative agent. The firm will provide bankruptcy administration services to Hobbico and its affiliates, which include assisting in the solicitation, balloting and tabulation of votes; preparing reports in support of confirmation of a bankruptcy plan; and managing any distribution pursuant to the plan. The Debtors have agreed to pay JND a retainer in the sum of $10,000. Travis Vandell, chief executive officer of JND, disclosed in a court filing that his firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Travis Vandell JND Corporate Restructuring 8269 E. 23rd Avenue, Suite 275 Denver, CO 80238 Phone: 855-812-6112 E-mail: travis.vandell@jndla.com restructuring@jndla.com About Hobbico Inc. Hobbico, Inc. -- https://www.hobbico.com/ -- is engaged in the design, manufacturing, marketing and distribution of thousands of hobby products including radio-control and general hobby products. The company's merchandise includes a wide variety of radio-control models from cars and boats to airplanes and helicopters. Hobbico began in 1971 with just two people and now employs over 650 individuals in facilities that include its West Coast distribution center in Reno, Nevada, facilities in Penrose, Colorado and Elk Grove Village, Illinois and its corporate headquarters in Champaign, Illinois. Hobbico, Inc., along with its U.S. affiliates, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 18-10055) on Jan. 10, 2018. The petitions were signed by Tom S. O'Donoghue, Jr., chief restructuring officer. Hobbico estimated assets of $10 million to $50 million and debt of $100 million to $500 million. The Hon. Kevin Gross is the case judge. The Debtors tapped Neal, Gerber & Eisenberg LLP as general bankruptcy counsel; Morris, Nichols, Arsht & Tunnell LLP as local bankruptcy counsel; Lincoln International LLC as investment banker; and Keystone Consulting Group, LLC, and CR3 Partners, LLC, as restructuring advisors. JND Corporate Restructuring is the notice and claims agent. HOBBICO INC: Taps Lincoln Partners as Investment Banker ------------------------------------------------------- Hobbico, Inc., seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Lincoln Partners Advisors LLC as its investment banker. The firm will assist in preparing a report analyzing the strategic alternatives available to Hobbico and its affiliates; assist the Debtors in any financing, restructuring or sale transaction; and provide other investment banking services in connection with the Debtors' Chapter 11 cases. Lincoln Partners will be paid a monthly non-refundable cash advisory fee of $75,000. In connection with a financing transaction, the firm will be paid a fee equal to (i) 1% of the committed amount of the first lien debt; plus, (ii) 2.5% on the committed amount of the second lien or unsecured debt; plus (iii) 4% on any committed amount of any other debt, preferred stock, or common stock raised if a transaction is consummated. The minimum financing transaction fee is $500,000. In connection with a sale transaction, the firm will be paid a fee equal to the greater of 2.5% of the "enterprise value" attributable to such transaction; and (ii) $600,000 for a transaction involving only one material business unit or subsidiary of Hobbico, and $1 million for a transaction involving more than one material business unit or subsidiary. Meanwhile, Lincoln Partners will receive a fee equal to 1% of the outstanding principal amount of any existing indebtedness effected by any restructuring transaction. Alexander Stevenson, managing director and head of Lincoln Partners' Special Situations Group, disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Alexander W. Stevenson Lincoln Partners Advisors LLC 500 West Madison Street, Suite 3900 Chicago, IL 60661 E-mail: astevenson@lincolninternational.com About Hobbico Inc. Hobbico, Inc. -- https://www.hobbico.com/ -- is engaged in the design, manufacturing, marketing and distribution of thousands of hobby products including radio-control and general hobby products. The company's merchandise includes a wide variety of radio-control models from cars and boats to airplanes and helicopters. Hobbico began in 1971 with just two people and now employs over 650 individuals in facilities that include its West Coast distribution center in Reno, Nevada, facilities in Penrose, Colorado and Elk Grove Village, Illinois and its corporate headquarters in Champaign, Illinois. Hobbico, Inc., along with its U.S. affiliates, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 18-10055) on Jan. 10, 2018. The petitions were signed by Tom S. O'Donoghue, Jr., chief restructuring officer. Hobbico estimated assets of $10 million to $50 million and debt of $100 million to $500 million. The Hon. Kevin Gross is the case judge. HOBBICO INC: Taps Morris Nichols as Delaware Counsel ---------------------------------------------------- Hobbico, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Morris, Nichols, Arsht & Tunnell LLP. The firm will provide legal services to the company and its affiliates as Delaware counsel in connection with their Chapter 11 cases. Morris Nichols will charge these hourly rates for its services: Partners $650 - $1,050 Associates $415 - $675 Special Counsel $415 - $675 Paraprofessionals $280 - $325 Case Clerks $165 Morris Nichols received a payment of $100,000 from the Debtors as an advance fee. Robert Dehney, Esq., a partner at Morris Nichols, disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Mr. Dehney disclosed that his firm has agreed to a variation from, or alternative to, its standard or customary billing arrangements; and that no Morris Nichols professional has varied his rate based on the geographic location of the Debtors' cases. Mr. Dehney also disclosed that his firm represented the Debtors prior to the Petition Date and agreed to use discounted rates for its partners during that period. Morris Nichols will work with the Debtors to approve a prospective budget and staffing plan for the firm's employment for the postpetition period, according to Mr. Dehney. The firm can be reached through: Robert J. Dehney, Esq. Curtis S. Miller, Esq. Matthew O. Talmo, Esq. 1201 N. Market Street, 16th Floor P.O. Box 1347 Wilmington, DE 19899-1347 Tel: (302) 658-9200 Fax: (302) 658-3989 E-mail: rdehney@mnat.com cmiller@mnat.com mtalmo@mnat.com About Hobbico Inc. Hobbico, Inc. -- https://www.hobbico.com/ -- is engaged in the design, manufacturing, marketing and distribution of thousands of hobby products including radio-control and general hobby products. The company's merchandise includes a wide variety of radio-control models from cars and boats to airplanes and helicopters. Hobbico began in 1971 with just two people and now employs over 650 individuals in facilities that include its West Coast distribution center in Reno, Nevada, facilities in Penrose, Colorado and Elk Grove Village, Illinois and its corporate headquarters in Champaign, Illinois. Hobbico, Inc., along with its U.S. affiliates, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 18-10055) on Jan. 10, 2018. The petitions were signed by Tom S. O'Donoghue, Jr., chief restructuring officer. Hobbico estimated assets of $10 million to $50 million and debt of $100 million to $500 million. The Hon. Kevin Gross is the case judge. The Debtors tapped Neal, Gerber & Eisenberg LLP as general bankruptcy counsel; Morris, Nichols, Arsht & Tunnell LLP as local bankruptcy counsel; Lincoln International LLC as investment banker; and Keystone Consulting Group, LLC, and CR3 Partners, LLC, as restructuring advisors. JND Corporate Restructuring is the notice and claims agent. HOBBICO INC: Taps Neal Gerber as Legal Counsel ---------------------------------------------- Hobbico, Inc., seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Neal, Gerber & Eisenberg LLP as its legal counsel. The firm will advise the company and its affiliates regarding their duties under the Bankruptcy Code; negotiate with creditors; give advice on financing and transactional matters; and provide other legal services related to the Debtors' Chapter 11 cases. The firm's hourly rates are: Partners $450 - $950 Associates $355 - $490 Paralegals $260 - $300 The principal attorneys designated to represent the Debtors and their hourly rates are: Mark Berkoff Partner $795 Thomas Wolford Partner $635 Nicholas Miller Partner $535 Kevin Schneider Associate $430 Neal Gerber received an initial retainer from the Debtors in the sum of $25,000. The firm received payments totaling $926,780 made within the 90 days prior to the petition date for pre-bankruptcy services, including the preparation of the Debtors' cases. The firm currently holds a balance of $186,686.91 as an advance payment. Nicholas Miller, Esq., a partner at Neal Gerber, disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Mr. Miller disclosed that his firm has not agreed to any variations from, or alternatives to, its standard or customary billing arrangements; and that no Neal Gerber professional has varied his rate based on the geographic location of the cases. Mr. Miller also disclosed that the Debtors have already approved the prospective budget for the firm's employment for the post-petition period. Neal Gerber can be reached through: Mark A. Berkoff, Esq. Nicholas M. Miller, Esq. Thomas C. Wolford, Esq. Neal, Gerber & Eisenberg LLP Two North LaSalle Street, Suite 1700 Chicago, IL 60602 Tel: (312) 269-8000 Fax: (312) 269-1747 Email: mberkoff@nge.com Email: nmiller@nge.com Email: twolford@nge.com About Hobbico Inc. Hobbico, Inc. -- https://www.hobbico.com/ -- is engaged in the design, manufacturing, marketing and distribution of thousands of hobby products including radio-control and general hobby products. The company's merchandise includes a wide variety of radio-control models from cars and boats to airplanes and helicopters. Hobbico began in 1971 with just two people and now employs over 650 individuals in facilities that include its West Coast distribution center in Reno, Nevada, facilities in Penrose, Colorado and Elk Grove Village, Illinois and its corporate headquarters in Champaign, Illinois. Hobbico, Inc., along with its U.S. affiliates, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 18-10055) on Jan. 10, 2018. The petitions were signed by Tom S. O'Donoghue, Jr., chief restructuring officer. Hobbico estimated assets of $10 million to $50 million and debt of $100 million to $500 million. The Hon. Kevin Gross is the case judge. The Debtors tapped Neal, Gerber & Eisenberg LLP as general bankruptcy counsel; Morris, Nichols, Arsht & Tunnell LLP as local bankruptcy counsel; Lincoln International LLC as investment banker; and Keystone Consulting Group, LLC, and CR3 Partners, LLC, as restructuring advisors. JND Corporate Restructuring is the notice and claims agent. HOVNANIAN ENTERPRISES: BlackRock Has 8% of Shares as of Dec. 31 --------------------------------------------------------------- In a Schedule 13G/A filed with the Securities and Exchange Commission, BlackRock, Inc. reported that as of Dec. 31, 2017, it beneficially owns 10,521,695 shares of Class A common stock of Hovnanian Enterprises Inc., constituting 8 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at https://is.gd/CMAtUV About Hovnanian Enterprises Hovnanian Enterprises, Inc. (NYSE:HOV) -- http://www.khov.com/-- founded in 1959 by Kevork S. Hovnanian, is headquartered in Red Bank, New Jersey. The Company is a homebuilder with operations in Arizona, California, Delaware, Florida, Georgia, Illinois, Maryland, New Jersey, Ohio, Pennsylvania, South Carolina, Texas, Virginia, Washington, D.C. and West Virginia. The Company's homes are marketed and sold under the trade names K. Hovnanian Homes, Brighton Homes and Parkwood Builders. As the developer of K. Hovnanian's Four Seasons communities, the Company is also a builder of active lifestyle communities. Hovnanian Enterprises reported a net loss of $332.2 million for the year ended Oct. 31, 2017, compared to a net loss of $2.81 million for the year ended Oct. 31, 2016. As of Oct. 31, 2017, Hovnanian Enterprises had $1.90 billion in total assets, $2.36 billion in total liabilities and a total stockholders' deficit of $460.37 million. * * * In April 2016, Moody's Investors Service downgraded the Corporate Family Rating of Hovnanian Enterprises to 'Caa2' and Probability of Default Rating to 'Caa2-PD'. The downgrade of the Corporate Family Rating reflects Moody's expectation that Hovnanian will need to dispose of assets and seek alternative financing methods in order to meet its upcoming debt maturity wall. In January 2018, S&P Global Ratings lowered its corporate credit rating on Red Bank, N.J.-based Hovnanian Enterprises Inc. to 'CC' from 'CCC+' and placed it on CreditWatch with negative implications. The downgrade follows Hovnanian's announcement of a proposed exchange offering for up to $185 million of its 8% senior notes due 2019 with $26.5 million of cash, up to $99.9 million of 13.5% unsecured notes due 2026, and up to $99.4 million of 5% unsecured notes due 2040. The exchange offer will be outstanding until Jan. 29, 2018. As reported by the TCR on Jan. 9, 2018, Fitch Ratings had downgraded Hovnanian Enterprises, Inc.'s (NYSE: HOV) Issuer Default Rating (IDR) to 'C' from 'CCC' following the company's announcement that it will be exchanging up to $185 million of its $236 million 8% senior unsecured notes due Nov. 1, 2019 for a combination of cash, new 13.5% senior unsecured notes due 2026 and new 5% senior unsecured notes due 2040. HUBBARD GROUP: Taps Sands Anderson as Legal Counsel --------------------------------------------------- The Hubbard Group, LLC, seeks approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to hire Sands Anderson PC as its legal counsel. The firm will advise the Debtor regarding its duties under the Bankruptcy Code and will provide other legal services related to its Chapter 11 case. The firm's hourly rates are: Roy M. Terry, Jr. $430 William Gray $430 John Smith $345 Paralegals $195 Sands Anderson received a pre-bankruptcy retainer in the sum of $25,000 from the Debtor. Roy Terry, Jr., Esq., at Sands Anderson, disclosed in a court filing that his firm does not represent or does not have relationship with any of the Debtor's creditors. Sands Anderson can be reached through: Roy M. Terry, Jr., Esq. William A. Gray, Esq. John C. Smith, Esq. Sands Anderson PC P.O. Box 1998 Richmond, VA 23218-1998 Tel: 804.648.1636 E-mail: rterry@sandsanderson.com jsmith@sandsanderson.com bgray@sandsanderson.com About The Hubbard Group The Hubbard Group, LLC, is a single asset real estate company based in Stafford, Virginia. Hubbard Group sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 18-10073) on Jan. 7, 2018. In the petition signed by Leticia C. Mason, managing member, the Debtor estimated assets and liabilities of $1 million to $10 million. Judge Klinette H. Kindred presides over the case. Sands Anderson PC is the Debtor's counsel. ILLINOIS STAR: Exclusive Plan Filing Period Extended Until March 2 ------------------------------------------------------------------ Judge Laura K. Grandy of the U.S. Bankruptcy Court for the Southern District of Illinois, at the behest of Illinois Star Centre, LLC, has extended the exclusive period for filing a plan to and including March 2, 2018, and the exclusive period for obtaining acceptance of the plan is extended up to and including May 2, 2018. The Troubled Company Reporter has previously reported that the Debtor asked the Court to extend the exclusivity periods due to the Debtor's pending negotiations with its tenants and ongoing litigation with its largest potential creditor. About Illinois Star Centre Illinois Star Centre LLC owns the Illinois Star Centre Mall located at 3000 W. Deyoung Street, Marion. The mall, which is valued at $5.5 million, offers more than 50 stores and restaurants and serves the Southern Illinois Community with events that showcase local talent. Illinois Star Centre sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ill. Case No. 17-30691) on May 4, 2017. In the petition signed by Dennis D. Ballinger, Jr., its managing member, the Debtor disclosed $5.6 million in assets and zero liability. The case is assigned to Judge Laura K. Grandy. Carmody MacDonald, P.C., is the Debtor's bankruptcy counsel, and Hoffman Slocomb LLC, is its special counsel. No official committee of unsecured creditors has been appointed in the case. INNA DANCE: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Inna Dance Studio, Inc. as of Jan. 26, according to a court docket. About Inna Dance Studio Inc. Inna Dance Studio, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 17-24219) on November 29, 2017. Inna Maor, its president, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets and liabilities of less than $50,000. Judge John K. Olson presides over the case. Van Horn Law Group, P.A. is the Debtor's bankruptcy counsel. INPIXON: Amends Prospectus on Proposed Units Sale ------------------------------------------------- Inpixon filed with the Securities and Exchange Commission amendment no. 1 to its Form S-1 registration statement relating to the offering of a yet to be determined amount of Class A Units, with each Class A Unit consisting of one share of its common stock, par value $0.001 per share, and one warrant to purchase share of its common stock. Each share of common stock and Warrant that are part of a Class A Unit are immediately separable and will be issued separately in this offering. The Company is also offering to those purchasers, if any, whose purchase of Class A Units in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of such purchaser, 9.99%) of its outstanding common stock immediately following the consummation of this offering, or to those purchasers that elect to purchase such securities in their sole discretion, the opportunity, in lieu of purchasing Class A Units, to purchase Class B Units. Each Class B Unit will consist of one share of the Company's newly designated Series 3 convertible preferred stock with a stated value of $ and convertible into shares of the Company's common stock, together with one Warrant to purchase a number of shares of common stock as would have been issued to such purchaser if such purchaser had purchased Class A units based on the public offering price. The shares of Series 3 Preferred do not generally having any voting rights but are convertible into shares of common stock. The shares of Series 3 Preferred and Warrants that are part of a Class B Unit are immediately separable and will be issued separately in this offering. On Jan. 22, 2018, the last reported sale price of the Company's common stock was $0.39 per share. Inpixon's common stock is listed on The NASDAQ Capital Market under the symbol "INPX." None of the Units, Series 3 Preferred or the Warrants will be listed on any national securities exchange or other trading market. Without an active trading market, the liquidity of these securities will be limited. A full-text copy of the amended preliminary prospectus is available for free at https://is.gd/baJJHu About Inpixon Inpixon is a technology company that helps to secure, digitize and optimize any premises with Indoor Positioning Analytics (IPA) for Businesses and Governments in the connected world. Inpixon Indoor Positioning Analytics is based on radically new sensor technology that finds all accessible cellular, Wi-Fi, Bluetooth and RFID signals anonymously. Paired with a high-performance, data analytics platform, this technology delivers visibility, security and business intelligence on any commercial or government premises world-wide. Inpixon's products, infrastructure solutions and professional services group help customers take advantage of mobile, big data, analytics and the Internet of Things (IoT). Inpixon is headquartered in Palo Alto, California. Inpixon reported a net loss of $27.50 million in 2016 following a net loss of $11.72 million in 2015. As of Sept. 30, 2017, Inpixon had $35.20 million in total assets, $51.67 million in total liabilities and a total stockholders' deficit of $16.46 million. Marcum LLP, in New York, NY, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has recurring losses from operations and expects to continue to have losses in the foreseeable future. These conditions raise substantial doubt about its ability to continue as a going concern. JW ALUMINUM: Moody's Assigns B3 CFR; Outlook Stable --------------------------------------------------- Moody's Investors Service assigned a B3 Corporate Family Rating (CFR) and a B3-PD Probability of Default Rating (PDR) to JW Aluminum Holding Corp., a privately owned company. In addition, Moody's assigned a B3 rating to the company's proposed $300 million senior secured notes. The proceeds from the senior secured notes will be used to repay the existing first lien term loan and fund the development plans at one of its manufacturing operations. The ratings outlook is stable. This is the first time Moody's has rated JW Aluminum Holding Corp. Assignments: Issuer: JW Aluminum Holding Corp. -- Corporate Family Rating, Assigned B3; -- Probability of Default Rating, Assigned B3-PD; -- $300 million senior secured notes B3 (LGD4); Outlook Actions: Issuer: JW Aluminum Holding Corp. -- Outlook, Assigned Stable RATINGS RATIONALE JW Aluminum's B3 corporate family rating reflects its small scale, high leverage, weak debt protection metrics and high capital requirements which will lead to negative free cash flow generation over next few years. A flat rolled aluminum products producer, the company sells into the building and construction, HVAC, packaging and container and transportation markets and has a strong or competitive market position in most of its product categories. The company's largest market exposure is to the building and construction and HVAC markets. JW also benefits from well-established long-term customer relationships. While JW Aluminum has four operating plants, its Mt. Holly plant is a material contributor to volumes, revenues and earnings. The rating is constrained by the company's limited production capacity, around 360MM/lbs annually, and exposure to operational concentration risks given the limited number of operating sites, and its exposure to a single commodity business in the cyclical aluminum sector. Factored into the rating is the execution risk, arising from the company's plans to modernize, or essentially rebuild one of its operating sites in 2 phases. While phase 1 will contribute to lower costs and more efficient operations, start-up is anticipated for late 2020 and Moody's expect the intervening time frame to evidence high leverage, in the range of 5x -- 6x, weak debt protection metrics, and negative free cash flow given the increased strategic capital spending. Moody's anticipates that JW Aluminum will continue to benefit from increased activity and demand levels from the ongoing recovery in the building & construction and HVAC sector, with some potential incremental benefit should the Department of Commerce reach a favorable final determination on the preliminary antidumping determination on aluminum foil imports from China. As a consequence, Moody's expect a moderate increase in its EBITDA over next 12-18 months. JW Aluminum is expected to maintain adequate liquidity through the high capital spend period of plant construction phase as proceeds from the new senior secured note issue will be used to fund capital expenditures over the construction period. The company has historically maintained very low levels of cash which could increase its reliance on its ABL facility ($90 million) given that negative free cash flow is anticipated through 2020. The company could return to positive free cash flow in 2021. The stable ratings outlook the company's operating results to moderately improve over the next 12 to 18 months and reflects Moody's expectation that industry conditions in the end markets served will continue to depict favorable fundamentals. The outlook also anticipates that no significant issues related to the construction of the new facility will arise. The B3 rating on the senior secured notes reflects their preponderance of debt in the capital structure and expectations for no borrowings under the ABL for the next twelve to eighteen months. The rating on the notes also considers the pre-funding of the capital investment and the collateral position improving as the construction advances. The notes are guaranteed by the company's wholly-owned domestic subsidiaries and are primarily secured by a first-priority lien on the company's fixed assets. The notes have a second lien on the assets securing the ABL. JW Aluminum's small scale and strategic investment program limits the upside potential in its rating. However, successful execution of Phase I of construction and the resultant expansion in production capacity and unit cost reduction would be positive for the rating. Maintaining a leverage ratio below 5.0x, an interest coverage ratio above 2x and being free cash flow generative could create positive momentum in JW Aluminum's rating. Negative rating pressure could develop if the company experiences any significant issues related to its expansion projects. Any material disruptions that result in weaker than expected operating performance, or higher than anticipated negative free cash generations that lead to heavy reliance on the ABL facility and reduction in its ability to meet compliance covenants under its credit agreement could result in a downgrade. The leverage ratio being sustained above 5.5x or the interest coverage ratio persisting below 1.0x could lead to a downgrade. The principal methodology used in these ratings was Steel Industry published in September 2017. Headquartered in South Carolina, JW Aluminum produces rolled aluminum products that serves the building and construction, transportation, HVAC and packaging sector. The Company operates four manufacturing facilities located in Mt. Holly, South Carolina; Russellville, Arkansas; St. Louis, Missouri; and Williamsport, Pennsylvania. LAYNE CHRISTENSEN: BlackRock Has 6.1% Stake as of Dec. 31 --------------------------------------------------------- BlackRock, Inc. reported to the Securities and Exchange Commission that as of Dec. 31, 2017, it beneficially owns 1,203,505 shares of common stock of Layne Christensen Company, constituting 6.1 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at https://is.gd/5n25As About Layne Christensen Co. Layne Christensen Company -- http://www.layne.com/-- is a global water management and services company, with more than 130 years of industry experience, providing solutions to address the world's water, minerals and infrastructure challenges. The company's customers include government agencies, investor-owned utilities, industrial companies, global mining companies, consulting engineering firms, heavy civil construction contractors, oil and gas companies, power companies and agribusiness. Layne Christensen operates on a geographically dispersed basis, with approximately 72 sales and operations offices located throughout North America, South America, and through our affiliates in Latin America. Layne maintains executive offices at 1800 Hughes Landing Boulevard, Suite 800, The Woodlands, Texas 77380. Layne Christensen reported a net loss of $52.23 million for the year ended Jan. 31, 2017, a net loss of $44.80 million for the year ended Jan. 31, 2016, and a net loss of $109.32 million for the year ended Jan. 31, 2015. As of Oct. 31, 2017, Layne Christensen had $389.47 million in total assets, $335.43 million in total liabilities and $54.03 million in total equity. "With respect to our 4.25% Convertible Notes, we have retained advisors to assist us in evaluating alternatives and raising capital to refinance or extend our debt to a date beyond October 15, 2019, and eliminate the accelerating maturity provisions of the 8.0% Convertible Notes. We believe the refinance or extension of our debt is likely based on current on-going discussions with existing and new potential lenders, our improving financial performance and credit quality, and the fact that our stock price is above the $11.70 conversion price for the 8% Convertible Notes. Although we believe these refinancing options are viable and likely, because our plans to refinance or restructure our debt have not been finalized, and therefore are not in our control (in part, due to the fact that neither of our Convertible Notes can be prepaid or have redemption provisions prior to February 2018), these plans are not considered probable under the new standard. Consequently, per the standard, these conditions, in the aggregate, raise substantial doubt about our ability to continue as a going concern within one year after the date these financial statements are filed," said the Company in its quarterly report for the period ended Oct. 31, 2017. LBM BORROWER: Moody's Alters Outlook to Pos. & Affirms B3 CFR ------------------------------------------------------------- Moody's Investors Service changed the rating outlook for LBM Borrower, LLC ("US LBM") to positive from stable. In the same rating action, Moody's affirmed the company's B3 Corporate Family Rating ("CFR"), its B3-PD Probability of Default Rating ("PDR"), the B3 rating on the company's $850 million outstanding first lien senior secured term loan due 2022, and the Caa2 rating on its $220 million second lien senior secured term loan due 2023, and assigned an SGL-3 Speculative Grade Liquidity Rating. The change in rating outlook to positive from stable reflects US LBM's expansion in scale and broad geographic presence achieved organically and through acquisitions over the years, its improved operating efficiencies as a broad-based building products distributor, and Moody's expectation that over the next 12 to 18 months the company will generate improving free cash flow and de-lever through earnings growth below 5.0x Moody's-adjusted debt to EBITDA. Moody's estimate the company's current leverage to stand around mid 5.0x and EBITDA less capex to interest coverage at 1.9x pro forma for acquisitions and for the contemplated repricing of first lien debt. Moody's expects that over the next 12 to 18 months US LBM will sustain its organic growth (that averaged at 7% over the recent years) as well as maintain its 7% EBITDA margin, which has modestly improved from a few years ago. The company will continue to pursue its growth through acquisitions strategy, however, Moody's expect the pace to be less aggressive with reduced reliance on its revolving credit facility. The following rating actions have been taken: Issuer: LBM Borrower, LLC: The rating outlook, changed to positive from stable; Corporate Family Rating, affirmed at B3; Probability of Default Rating, affirmed at B3-PD; $850 million outstanding first lien senior secured term loan due 2022, affirmed at B3 (LGD4); $220 million second lien senior secured term loan due 2023, affirmed at Caa2 (LGD5); Speculative Grade Liquidity Rating, assigned SGL-3. RATINGS RATIONALE US LBM's B3 Corporate Family Rating reflects 1) the company's leveraged capital structure, 2) a history of aggressive debt-funded acquisition strategy and the associated integration risks, 3) highly cyclical residential construction end markets, thin margins inherent to distributors, and weak free cash flow generation that persisted due to fast pace of acquisitions, and 4) long term risks associated with potential shareholder-friendly actions given the private equity ownership of the company. US LBM's rating is supported by 1) the favorable conditions across the homebuilding industry, from which the company derives a meaningful proportion (63%) of its total revenues, repair and remodeling market, accounting for 22% of revenues, and commercial construction (12% of revenues), 2) the company's good market positions within various geographic regions it operates in allowing it to compete successfully in a fragmented industry that predominately consists of smaller independent distributors, 3) its diverse product mix of specialty building materials, and 4) a track record of strong revenue scale improvements and expansion in geographic footprint, accomplished organically and through acquisitions. The SGL-3 Speculative Grade Liquidity Rating reflects US LBM's adequate liquidity profile, supported by the flexibility under the springing covenant in its $275 million ABL credit agreement, and the recently improving free cash flow generation and revolver availability as a result of the reduced pace of acquisitions. However, Moody's note that the company's aggressive pace of acquisitions has resulted in weak free cash flow generation and reduced revolver availability in the past. The ratings could be upgraded if the company successfully completes integration of the acquired businesses, demonstrates a track record of earnings generation through organic growth and acquisitions that results in debt to EBITDA sustained below 5.0x, generates positive free cash flow and revenues above $2.5 billion, and maintains a solid liquidity profile. The ratings could be pressured downward if the company's end markets weaken and cause revenues to decline, if debt level increases either as a result of on-going acquisitions or a meaningful dividend distribution without an offsetting increase in earnings, or if the acquired businesses do not perform up to expectations. The ratings could also be downgraded if the company's liquidity were to deteriorate. The principal methodology used in these ratings was Distribution & Supply Chain Services Industry published in December 2015. US LBM, founded in 2009 and headquartered in Buffalo Grove, IL, is a specialty building materials distributor, with 237 operating locations across 29 states, primarily serving custom homebuilders, remodelers, and specialty contractors. Since August 2015, US LBM has been owned by Kelso & Company. As of the last twelve months ending September 30, 2017, US LBM generated approximately $3.06 billion in pro forma revenues. LECTRUS CORPORATION: Committee Taps Husch Blackwell as Counsel -------------------------------------------------------------- The official committee of unsecured creditors of Lectrus Corporation seeks approval from the U.S. Bankruptcy Court for the Eastern District of Tennessee to hire Husch Blackwell LLP as its legal counsel. The firm will advise the committee regarding its duties under the Bankruptcy Code; assist the committee in analyzing any financing proposed by Lectrus and its affiliates; review claims of creditors; assist the committee in analyzing the terms of any proposed sale or plan of reorganization; and provide other legal services related to the Debtors' cases. The attorneys and paraprofessionals who will be representing the committee and their hourly rates are: Stephen Lemmon Partner $550 Rhonda Mates Partner $425 Caleb Holzaepfel Associate $230 Ryan Burgett Associate $230 Paraprofessionals $175 – $250 Husch Blackwell is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Stephen W. Lemmon, Esq. Husch Blackwell LLP 111 Congress Avenue, Suite 1400 Austin, TX 78701-4093 Tel: 512.479.1148 / 512.472.5456 Fax: 512.479.1101 / 512.479.1101 E-mail: stephen.lemmon@huschblackwell.com About Lectrus Corporation Based in Chattanooga, Tennessee, Lectrus Corporation -- http://www.lectrus.com/-- designs and manufactures custom metal enclosures and electrical and mechanical integration serving the power, oil and gas, renewable energy, industrial, water and wastewater, transportation, military, mining, data centers, institutional, and commercial markets. The company has two manufacturing facilities located in North America. Lectrus Corp. and parent Lectrus Holding Corporation sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Lead Case No. 17-15588) on Dec. 7, 2017. James P. Beers, vice-president of finance, signed the petitions. At the time of the filing, Lectrus disclosed assets of $13.34 million and liabilities of $35.26 million. Lectrus Holding disclosed zero assets and liabilities totaling $20.55 million. Judge Nicholas W. Whittenburg presides over the cases. The Debtors tapped Baker, Donelson, Bearman, Caldwell & Berkowitz, PC, as counsel; and Livingstone Partners LLC, as investment banker. The U.S. Trustee for Region 8 appointed an official committee of unsecured creditors' in the Debtors' cases. LEGAL COVERAGE: Case Summary & 15 Top Unsecured Creditors --------------------------------------------------------- Debtor: The Legal Coverage Group Ltd. aka LCG, Ltd. 50 Monument Road Bala Cynwyd, PA 19004 Type of Business: The Legal Coverage Group Ltd. aka LCG, Ltd. is a Pennsylvania Subchapter S corporation. LCG, Ltd., the exclusive provider of HELP Legal Plan, was founded in 1995 with the singular goal of modernizing and ultimately perfecting the concept of the employee legal plan. Headquartered in the suburbs of Philadelphia, Pennsylvania, HELP is a privately held employee legal plan servicing worksites of all sizes and industries on a regional and national level, while maintaining the industry's highest rates of retention through unparalleled, unlimited, and fully comprehensive benefits services provided by only partner level attorneys. Visit http://www.lcgltd.comfor more information. Chapter 11 Petition Date: January 26, 2018 Case No.: 18-10494 Court: United States Bankruptcy Court Eastern District of Pennsylvania (Philadelphia) Judge: Hon. Jean K. FitzSimon Debtor's Counsel: Anne M. Aaronson, Esq. DILWORTH PAXSON LLP 1500 Market Street, Suite 3500E Philadelphia, PA 19102 Tel: 215 - 575-7000 Fax: 215-575-7000 E-mail: aaaronson@dilworthlaw.com - and - Lawrence G. McMichael, Esq. DILWORTH PAXSON LLP 1500 Market Street, Suite 3500E Philadelphia, PA 19102 Tel: (215) 575-7000 Fax: 215-575-7200 E-mail: lmcmichael@dilworthlaw.com Estimated Assets: $100 million to $500 million Estimated Liabilities: $10 million to $50 million The petition was signed by Gary A. Frank, CEO. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/paeb18-10494.pdf List of Debtor's 15 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Phil Seefried Loan $1,100,000 9151 East Harvard Avenue Denver, CO 80231 George Croner Loan $925,000 35 Steeplechase Drive Holland, PA 18966 Michel's Bakery Loan $550,000 5698 Rising Sun Avenue Philadelphia, PA 19120 Michael Zion Loan $316,250 15 Bridle Lane Blue Bell, PA 19422 Harris, St. Laurent & Chadhry LLP Professional $59,677 40 Wall Street, 53rd Floor Services New York, NY 100005 AmTrust North America Trade Debt $3,564 800 Superior Avenue E. Cleveland, OH 44114 Windstream Trade Debt $1,096 Attn: Customer Care P.O. Box 3177 Cedar Rapids, IA 52406-3177 RELX Inc. DBA LexisNexis Trade Debt $362 PO Box 9584 New York, NY 10087-4584 Comcast Trade Debt $286 PO Box 3001 Southeastern, PA 19389-3001 Verizon Trade Debt $167 500 Technology Drive, Suite 550 Weldon Spring, MO 63304 Infinite Conferencing Trade Debt $51 PO Box 836 Short Hills, NJ 07078 Nationwide Mutual Insurance Co. Insurance One Nationwide Plaza Columbus, OH 43215 John Hancock Funds LLC Insurance 601 Congress Street Boston, MA 02210 Smart IP 66 Nuggett Court Brampton, ON L6T 5A9 University City Housing 3418 Sansom Street Philadelphia, PA 19104 LEVI STRAUSS: Fitch Affirms BB IDR & Revises Outlook to Positive ---------------------------------------------------------------- Fitch Ratings has affirmed the ratings for Levi Strauss & Co., including the Issuer Default Rating (IDR) at 'BB'. The Rating Outlook has been revised to Positive from Stable. Levi had USD1.1 billion of debt outstanding as of Aug. 27, 2017. The ratings reflect Levi's strong brand, market share and operating initiatives, which should collectively drive low- to mid-single digit annual EBITDA growth over the next 24-36 months. Fitch expects leverage to trend in the low to mid 3x range (3.4x on a TTM basis as of 3Q 2017), assuming flat debt levels. The ratings also recognize the secular challenges in the mid-tier apparel industry, mitigated somewhat by Levi's geographic diversity, minimal fashion exposure, and presence across a wide spectrum of distribution channels. The Positive Outlook reflects the combination of Levi's improved topline results and completion of its multi-year Global Productivity Initiative, which could result in Levi adopting a more articulated financial policy and increase Fitch's confidence in leverage sustaining near or below current levels. The Outlook could be stabilized if the company's operations weaken or if the company executes a debt-financed transaction which results in leverage sustaining above 3.5x; a downgrade could result if leverage is sustained over 4.0x. KEY RATING DRIVERS Stabilized Top Line: Levi has produced stable-to-improving top line results, with 3% growth recorded in 2016 (ended November 2016), following 1% growth in 2015 and 3% growth in 2014 (all figures constant currency basis). Constant currency revenue growth has accelerated in the first nine months of 2017 to 6%, driven by 18% growth in Europe (approximately 26% of sales) as the company expands its retail footprint. Constant currency growth in the Americas (around 57% of sales) and Asia (around 17% of sales) was 2% in the same period. Fitch expects around 5% revenue growth in 2017 and around 2% annual revenue growth beginning in 2018. Levi's modestly positive constant currency growth over the past four to five years is evidence of the company's somewhat resilient business model in the face of apparel industry volatility, particularly for U.S. brick-and-mortar mid-tier apparel retailers. The company's product portfolio is primarily basic denim product, which is more replenishment-oriented and relatively less susceptible to significant fashion trends over time. The company is also broadly distributed across retail channels, including department store and specialty, but also general merchandise/discount and online; thus Levi is somewhat agnostic to the impact of shifts in shopping channels. Management has outlined three strategic initiatives that should support Fitch's expectation of low single digit positive sales growth over time, despite Levi's somewhat mature business profile. The first is to drive the profitable core businesses and brands through product innovation and strengthened customer relationships. The core businesses are the Levi's men's bottoms business globally, the Dockers brand in the U.S. and key global wholesale accounts, such as Wal-Mart Stores Inc. (AA/Stable) and J. C. Penney Co., Inc. (B+/Stable). The second initiative is to expand Levi's presence in less-penetrated product categories and markets. Businesses to expand include men's tops and outerwear, women's, and key emerging markets such as Russia, India and China. Levi's women's line Revel supported growth in recent years, especially in key emerging markets. Finally, Levi plans to grow its company-owned and omnichannel presence. The company's owned retail stores and online channel accounted for 28% of sales in 2016, with multibrand retailers and franchised Levi's locations accounting for the remaining 72%. Direct-to-consumer online sales were around 3% of total company sales. Levi plans to grow its company-owned and online penetration rates through retail unit expansion and investments in its e-commerce operations to improve the online customer experience and functionality. Improving EBITDA Story: Fitch expects 3%-4% annual EBITDA growth beginning in fiscal 2018 from the projected USD590 million in fiscal 2017, predicated on modest sales growth, fixed-cost leverage and a continued focus on expense management. Levi is completing a multiyear cost-reduction program originally announced in 2014. Fitch projects this program will benefit EBITDA by around USD150 million net of reinvestments through fiscal 2017. Reported EBITDA, however, has trended near USD600 million over the past four years due to the negative impact of the strong U.S. dollar. Despite the completion of the company's cost-reduction program in fiscal 2017, Fitch expects Levi to continue to examine its cost structure for efficiency opportunities. Ongoing expense management and modest topline growth provides Levi the ability to continue growth investments and gain market share over time. Evolving Financial Policy: Levi ended 2016 with leverage at 3.5x, significantly lower than the recent peak of 5.3x in 2011. While some of the improvement was due to EBITDA growth, the company also directed FCF toward debt paydown, reducing debt around 50% to USD1.1 billion beginning 2012 through the end of 2016. Given its improved credit profile and lower debt, Fitch expects minimal debt reduction from current levels. With around USD200 million in projected annual FCF, Levi has increased optionality around use of FCF for growth investments, including tuck-in acquisitions. Fitch currently expects leverage to modestly decline to 3.4x in 2017 on EBITDA growth and further decline to around 3.2x over the next three years on higher EBITDA, assuming flattish debt levels. The company has not articulated a formal financial policy, likely due to its focus on cost management and debt reduction in recent years. With its cost reduction program ending in 2017 and Fitch's expectation that Levi will not focus FCF deployment toward further debt reduction, Levi may be more willing to publicly provide a capital framework that includes strategies around FCF deployment, M&A and targeted leverage metrics. A public financial policy which increases Fitch's confidence in leverage remaining below 3.5x alongside expectations of low single digit growth in constant currency and EBITDA could yield positive rating action. RECOVERY CONSIDERATIONS Fitch does not employ a waterfall recovery analysis for issuers assigned 'BB'. The further up the speculative grade continuum a rating moves, the more compressed the notching between the specific classes of issuances becomes. Fitch assigned a 'BBB-'/'RR1' rating to the senior secured revolver, indicating outstanding recovery prospects (91%-100%) in the event of default. The unsecured eurobonds and senior notes are expected to have average recovery prospects (31%-50%) and are rated 'BB'/'RR4'. DERIVATION SUMMARY Levi's 'BB' ratings reflect the company's position as one of the world's largest branded apparel manufacturers, with broad channel and geographic exposure, while also considering the company's somewhat narrow focus on menswear and the denim category. The company benefits from its broad distribution across department stores, specialty, mass, and discount in addition to self-distribution (around 28% of sales are generated from company-operated stores and its online presence). The company's margin and leverage profile improved in recent years from a focus on expense management and more stable constant currency revenue growth, somewhat mitigated by the negative impact of the strengthening U.S. dollar. Levi's leverage is similar to The Gap Inc. and L Brands, Inc. (both rated BB+/Stable). Levi is somewhat focused on the denim category compared with Gap's broader product assortment, but, Levi has a more diverse channel and geographic exposure. Levi's leverage has historically exceeded that of Gap and only recently has improved leverage to the mid-3.0x range on EBITDA improvement and debt reduction. L Brands has historically been a strong operator, but its commitment to returning cash to shareholders via equity buybacks and dividends has restricted the rating. KEY ASSUMPTIONS Fitch's key assumptions within Fitch rating case for Levi include: -- Annual revenues on a constant currency basis grow at around 2% beginning 2018 after around 5% growth in 2017; -- EBITDA improves in 2017 to around USD600 million from USD580 million in 2016 on revenue growth, and towards the mid-USD600 million range beginning 2018; -- Free cash flow (FCF) of USD200 million annually starting in 2017 after dividends of approximately USD70 million; -- Adjusted leverage could trend from 3.5x in 2016 to 3.4x in 2017 on EBITDA growth and toward 3.2x thereafter on continued EBITDA expansion, assuming no further debt paydown and barring any debt financed acquisitions. RATING SENSITIVITIES Future Developments That May, Individually or Collectively, Lead to Positive Rating Action A positive rating action would be considered if Levi sustained low single digit increases in constant currency revenue and EBITDA, coupled with a publicly articulated financial policy, which increases Fitch's confidence in leverage sustaining under 3.5x. Fitch could stabilize Levi's outlook if Levi's EBITDA fell to the low to mid USD500 million range, yielding leverage sustained over 3.5x. Debt-financed special dividends or a leveraging transaction such that leverage would be expected to sustain over 3.5x could also cause a stabilization to the outlook. Future Developments That May, Individually or Collectively, Lead to Negative Rating Action A negative rating action would be considered if topline weakness and increased marketing/promotion investments drive EBITDA to the mid-USD400 million range, resulting in sustained adjusted debt/EBITDAR over 4.0x. LIQUIDITY Liquidity remains strong, with approximately USD491 million of available cash on hand and USD681 million of revolver availability at Aug. 27, 2017. Fitch projects annual FCF after dividends to hover around USD200 million through 2020. The USD850 million revolving credit facility is secured by U.S. and Canadian inventories, receivables and the U.S. Levi trademark, and benefits from upstream guarantees from the domestic operating companies. The company amended its credit facility in May 2017, extending the maturity through March 2022. The interest rate for borrowings under the credit facility was reduced to LIBOR plus 125bps-175bps from LIBOR plus 125bps-200bps, depending on borrowing base availability. The range of the rate for undrawn availability was reduced to 20bps from 25bps-30bps, depending on the company's credit ratings. Availability is subject to a borrowing base, essentially defined as 95% of credit card receivables, plus 85% of net eligible accounts receivable, plus 50% of raw materials inventory, plus 95% of finished goods inventory, plus 100% of cash in the collateral account and the U.S. Levi trademark. The borrowing base totaled USD726 million as of Aug. 27, 2017, which left net availability of USD681 million after netting USD45 million for LOC. In April 2017, Levi issued EUR475 million of privately placed 3.375% senior unsecured notes due 2027. Net proceeds, together with cash on hand, were used to repay the company's USD525 million of 6.875% notes due 2022. Following the refinancing, Levi's next maturity is USD500 million of unsecured notes due 2025. FULL LIST OF RATING ACTIONS Fitch has affirmed the following ratings: Levi Strauss & Co. -- Issuer Default Rating at 'BB'; -- USD850 million secured revolving credit facility at 'BBB- '/'RR1'; -- Senior unsecured notes at 'BB'/'RR4'. The Rating Outlook has been revised to Positive from Stable. LINCOLN ENTERPRISE: Case Summary & 2 Unsecured Creditors -------------------------------------------------------- Debtor: Lincoln Enterprise, LLC 210-71st Street, Suite 309 Miami Beach, FL 33141 Business Description: Lincoln Enterprise, LLC, is a privately held Florida limited liability company whose principal assets are located at 226 Lincoln Road Miami Beach, FL 33139. The company is equally owned by Joseph Cohen and LED Trust, LLC. Chapter 11 Petition Date: January 25, 2018 Court: United States Bankruptcy Court Southern District of Florida (Miami) Case No.: 18-10939 Judge: Hon. Laurel M Isicoff Debtor's Counsel: Michael S Hoffman, Esq. HOFFMAN, LARIN & AGNETTI, P.A. 909 North Miami Beach Blvd #201 Miami, FL 33162 Tel: (305) 653-5555 E-mail: Mshoffman@hlalaw.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Haim Yehezkel, managing member of LED Trust, LLC. A copy of the petition, containing a list of the Debtor's two unsecured creditors, is available for free at: http://bankrupt.com/misc/flsb18-10939.pdf LOANCORE CAPITAL: Moody's Confirms B1 CFR; Outlook Negative ----------------------------------------------------------- Moody's Investors Service has confirmed LoanCore Capital Markets LLC's (LCM) B1 corporate family rating (CFR) and B1 senior unsecured rating. The outlook is changed to negative from rating under review. This action concludes the review for downgrade initiated on November 8, 2017. RATINGS RATIONALE Moody's confirmation of LCM's ratings with negative outlook reflects the firm's developing business strategy that focuses on the retention of the junior tranches, the "B-pieces", of the loan securitizations the firm sponsors. As LCM's loan origination operations continue to grow, its holdings of risk retention rule-compliant B-pieces -- the most subordinate and "first loss" class -- will also increase, resulting in a weaker credit profile. Partially mitigating the increased risk from holding the B-pieces is LCM's capitalization, which remains within the tolerance level set for its B1 rating, despite a reduction from historical levels. Moody's will continue to monitor LCM's operating performance - including profitability, capitalization, funding, underwriting standards - and measure the implications on the firm's credit profile. In November 2017, LCM's equity contribution commitment from its owners was reduced by $160 million, from $560 million to $400 million. Although LCM's capital base of $160 million of retained earnings remains intact, the capital commitments - which LCM can call on from its owners - has been reduced to an amount up to $240 million, down from $400 million. The reduction in the amount of capital commitments is credit negative and weakens the firm's funding profile. LCM has modest positioning in the commercial real estate lending space, having only a brief operating history dating to 2011. The firm's leverage, while low, has increased and it is highly reliant on wholesale funding, which encumbers earning assets. LCM's profitability has been solid with no credit losses to date. However, Moody's note that given that LCM was founded in 2011, it had no legacy assets from before the credit crisis. It also has been operating amidst generally favorable market conditions over its short operating history. The firm's earnings can exhibit some degree of volatility stemming from securitization gains. A rating upgrade is unlikely, given that the ratings are on negative outlook. The outlook could be stabilized if Moody's comes to believe that LCM's lower capital levels would be adequate for its future business needs, incorporating the new risk retention rules. LCM's ratings could be downgraded if Moody's determines that LCM's planned reduction in capitalization, in conjunction with increased holdings amounts of B-piece securities in connection with the risk retention rules, would weaken its credit profile. The principal methodology used in these ratings was Finance Companies published in December 2016. LOOKIN UP: Taps Florin Roebig as Special Counsel ------------------------------------------------ Lookin Up Enterprises, Inc., seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Florin Roebig, P.A. as its special counsel. The firm will assist the Debtor in pursuing a claim for damages against the City of St. Petersburg for loss of income resulting from the city's release of sewage into Tampa Bay. The Debtor has agreed to pay Florin Roebig from any gross recovery these fees: (1) 33 1/3% of any gross recovery of up to $1 million from the time of execution of their personal injury contract until the time of filing of an answer or until a demand for appointment of arbitrators, or if liability is admitted, until the time an answer admitting liability is filed; (2) 40% of any gross recovery of up to $1 million from the time an answer is filed through the trial of the case; (3) 30% of that portion of the gross recovery, which is between $1 million to $2 million unless liability is admitted at the time an answer is filed in which case 20% of such portion of the gross recovery; (4) 20% of that portion of the gross recovery, which is in excess of $2 million unless liability is admitted at the time an answer is filed in which case 15% of such portion of the gross recovery; and (5) 5% of each gross recovery in addition to the fee schedule if an appeal is necessary. If no recovery is made, the Debtor is not obligated to pay fees or costs to the firm. The firm can be reached through: Michael Walker, Esq. Florin Roebig, P.A. 777 Alderman Road Palm Harbor, FL 34683-2604 Tel: 727-786-5000 E-mail: Mwalker@FlorinRoebig.com About Lookin Up Enterprises Lookin Up Enterprises Inc. is a boat club and rental business which delivers medium sized power boats to renters and members alike in a unique format and pricing structure. Based in St. Petersburg, Florida, Lookin Up filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 17-08036) on Sept. 18, 2017. At the time of filing, the Debtor estimated $50,001 to $100,000 in assets and $500,001 to $1 million in liabilities. The Debtor's counsel is Buddy D Ford, Esq., at Buddy D. Ford P.A. LSB INDUSTRIES: BlackRock Inc. Has 9.2% Equity Stake ---------------------------------------------------- BlackRock, Inc. disclosed in a Schedule 13G/A filed with the Securities and Exchange Commission that as of Dec. 31, 2017, it beneficially owns 2,606,250 shares of common stock of LSB Industries, Inc., constituting 9.2 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at https://is.gd/pPvJfM About LSB Industries, Inc. Headquartered in Oklahoma City, Oklahoma, LSB Industries, Inc. -- http://www.lsbindustries.com/-- manufactures and sells chemical products for the agricultural, mining, and industrial markets. The Company owns and operates facilities in Cherokee, Alabama, El Dorado, Arkansas and Pryor, Oklahoma, and operates a facility for a global chemical company in Baytown, Texas. LSB's products are sold through distributors and directly to end customers throughout the United States. LSB reported net income attributable to common stockholders of $64.76 million for the year ended Dec. 31, 2016, compared to a net loss attributable to common stockholders of $38.03 million in 2015. As of Sept. 30, 2017, LSB Industries had $1.19 billion in total assets, $582.54 million in total liabilities, $167.1 million in redeemable preferred stocks and $445.2 million in total stockholders' equity. * * * In November 2017, S&P Global Ratings affirmed its 'CCC' corporate credit rating on Oklahoma City-based LSB Industries Inc. S&P said the company continues to experience operational issues at both its El Dorado and Pryor plants, and although the company has shown improved operating results thus far in 2017, S&P still views leverage metrics to be at unsustainable levels for the next year. In November 2016, Moody's Investors Service downgraded LSB's corporate family rating (CFR) to 'Caa1' from 'B3', its probability of default rating to 'Caa1-PD' from 'B3-PD', and the $375 million guaranteed senior secured notes to 'Caa1' from 'B3'. LSB's 'Caa1' CFR rating reflects Moody's expectations that the combined uncertainty over operational reliability and the compressed margins, resulting from the low nitrogen fertilizer pricing environment, could result in continued weak financial metrics for a protracted period. LUCID ENERGY: S&P Assigns 'B+' Corp. Credit Rating, Outlook Stable ------------------------------------------------------------------ S&P Global Ratings assigned its 'B+' long-term corporate credit rating to Dallas, Texas-based and privately held natural gas gathering and processing midstream company Lucid Energy Group II Holdings LLC. The outlook is stable. S&P said, "At the same time, S&P Global Ratings assigned its 'BB-' issue-level rating and '2' rating to parent Lucid Energy Group II Borrower LLC's (LEG II Borrower) $900 million senior secured first-lien term loan due 2025. The '2' recovery rating indicates lenders can expect substantial (70%-90%; rounded estimate 70%) recovery in a default scenario. "Our rating on Lucid reflects the volumetric risk inherent in the operations, lack of geographic diversity (with operations in only one basin), a relatively small scale of operations, and a highly leveraged capital structure. The Permian Basin's favorable economics; long-term fixed-fee contracts with a diverse group of well-capitalized, investment-grade counterparties; and the credit facilities project finance-style structure and excess cash flow sweep, which accelerates the deleveraging efforts, partially offset these credit risks. "The stable outlook reflects our view that Lucid Energy Group II Holdings LLC will execute the expansion of its gas gathering and processing infrastructure in the cost-competitive Northern Delaware basin. We expect volume throughput on the system to expand from increased drilling on the dedicated acreage and expansion projects on the company's South Carlsbad system. We expect any additional volumes will continue to be supported by long-term fixed-fee contracts. Under our base-case scenario, we are expecting debt-to-EBITDA to decline to 4.5x-5.5x in 2018 mainly driven by the improving cash flows from increased throughput volumes on the system from commissioning of projects under development and increased drilling on the company's dedicated acreage. "We could raise the rating if we see an increase in the scale and scope of the operations via increased throughput volumes on the system, which could come from new contracts or expansion projects. Improved diversity by commodity-type and geography would also help improve scale and scope. We could also consider raising the rating if we saw a decline in commodity-sensitive cash flow below current 15% levels. In addition, we could consider raising the rating if the company consistently maintains debt-to-EBITDA below 4x. "We could consider lowering the rating if we expect debt-to-EBITDA to stay above 5x by 2019, which would likely be due to lower-than-expected volumes on the system or increased levels of debt to finance the expansion projects. In addition, if we believe lower-than-anticipated volumes or higher operating or capital spending prolongs the time when the company becomes cash flow positive, we might lower the rating." LUKE'S LOCKER: Plan Filing Deadline Moved to Feb. 20 ---------------------------------------------------- Judge Brenda T. Rhoades of the U.S. Bankruptcy Court for the Eastern District of Texas, upon the fourth motion filed by Luke's Locker Incorporated, 2L Austin, LLC and The Quality Lifestyle I, Ltd., has extended the deadline by which the Debtors may exclusively file a plan of reorganization until Feb. 20, 2018, and the deadline for approving the plan of reorganization until April 23, 2018. The Troubled Company Reporter has previously reported that the Debtors sought for an additional 60-day extension of the exclusive deadline to file a chapter 11 plan, as well as the exclusive deadline to confirm said plan. The Debtors believed that the additional time requested will allow them to better project the future profitability of their remaining stores, which will aid in framing a chapter 11 plan or moving forward with a potential sale. The Debtors claimed that creditors will also benefit from the requested extension because, by obtaining a better understanding of the Debtors' future prospects, the Debtors will be better able to ensure that any plan or sale they propose will be feasible and will maximize the payment to all of its creditors. The Debtors related that before filing for bankruptcy protection, they operated retail stores throughout Texas, known as Luke's Locker. After the bankruptcy filing, the Debtors permanently closed their Austin, Highland Village, Houston, Katy, Woodlands, Southlake, and Plano stores and ultimately rejected the store leases associated with those closed locations. The Debtors related that they have also closed their corporate office and rejected their central distribution warehouse lease. The Debtors currently intended to continue operating only their Dallas and Fort Worth stores. The Debtors mentioned that since the filing of their bankruptcy case, the Debtors and their restructuring team have implemented significant changes to the way the Debtors manage and operate their business. These changes have drastically improved the efficiency of the Debtors' business and the Debtors' profitability. However, the Debtors' pre-petition store closings and bankruptcy filing were highly publicized, and while the Debtors' sales and operations are recovering, the Debtors expected that it will take additional time before the Debtors' reputation recovers from the stigma associated with the pre-petition and post-petition store closings and bankruptcy filing and for their operations and sales to stabilize. The Debtors expected to be able to better ascertain the profitability of their stores and have a better idea of what amount will be available to pay creditors from future projected operations under a plan of reorganization or a potential sale of assets over the next 60 days. The Debtors have been working a dual-path approach by engaging in discussions with potential purchasers for a sale of their businesses in addition to formulating a potential plan of reorganization. The Debtors' management has been working with counsel to move this matter expeditiously. The Debtors have made three prior requests for extension of exclusivity, and the current exclusivity expires on December 22, 2017. The Debtors believed that this extension will give them the ability to structure a plan that is in the best interest of the creditors, the estates, and the Debtors. About Luke's Locker Incorporated Luke's Locker Incorporated, owner of Luke's Locker fitness and running stores in Texas, and its affiliates sought Chapter 11 protection (Bankr. E.D. Tex. Lead Case No. 17-40126) on Jan. 24, 2017. The petitions were signed by Matthew Lucas, president and CEO. The cases are assigned to Judge Brenda T. Rhoades. Melissa S. Hayward, Esq., at Franklin Hayward LLP, in Dallas, serves as the Debtors' counsel. Joseph Sullivan serves as chief restructuring officer. The Debtor tapped Rosen Systems, Inc. to sell surplus assets by auction. Luke's Locker estimated $1 million to $10 million in assets and liabilities. No trustee or examiner has been appointed in the Debtors' cases. MADEESMA INTERNATIONAL: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Madeesma International Funding Group LLC as of Jan. 26, according to a court docket. About Madeesma International Funding Madeesma International Funding Group LLC is an affiliate of Madeesma Investment Group LLC, which sought bankruptcy protection on Dec. 4, 2017 (Bankr. S.D. Fla. Case No. 17-24490). Its principal assets are located at 3439 SW 65 Avenue, Miami, Florida. Madeesma International sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 17-24695) on December 11, 2017. Osmany Linares, its manager, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets and liabilities of $1 million to $10 million. The Hon. Laurel M. Isicoff presides over the case. Joel M. Aresty P.A. is the Debtor's bankruptcy counsel. MADEESMA INVESTMENT: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Madeesma Investment Group LLC as of Jan. 26, according to a court docket. About Madeesma Investment Group LLC Based in Miami, Florida, Madeesma Investment Group LLC is an investment company founded in 2010. Madeesma Investment Group sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 17-24490) on December 4, 2017. Osmany Linares, manager, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets and liabilities of $1 million to $10 million. Judge Robert A. Mark presides over the case. Joel M. Aresty P.A. is the Debtor's bankruptcy counsel. MAMMOET-STARNETH: Taps Rust Consulting as Balloting Agent --------------------------------------------------------- Mammoet-Starneth LLC seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Rust Consulting/Omni Bankruptcy as balloting agent. The firm will provide all services related to the solicitation of votes on the Debtor's proposed Chapter 11 plan of liquidation, which include the preparation of voting reports, tabulation of votes and providing testimony at the hearing to confirm the plan. Rust Consulting will provide its services at hourly rates between $25 and $155, not to exceed $10,000 without court approval, plus reimbursement of work-related expenses. Paul Deutch, executive managing director of Rust Consulting, disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Paul H. Deutch Rust Consulting/Omni Bankruptcy 1120 Avenue of the Americas, 4th Floor New York, NY 10036 Tel: 212-302-3580 Fax: 212-302-3820 E-mail: nycontact@omnimgt.com About Mammoet-Starneth Mammoet-Starneth, LLC, a company based in Wilmington, Delaware, designs and constructs giant observation wheels and structures. Mammoet-Starneth sought Chapter 11 protection (Bankr. D. Del. Case No. 17-12925) on Dec. 13, 2017. In the petition signed by manager Christiaan Lavooij, the Debtor estimated assets and liabilities of $100 million to $500 million. Laurie Selber Silverstein is the case judge. The Debtor tapped Sills Cummins & Gross P.C. as its lead counsel, and Jason M. Madron, Esq., at Richards, Layton & Finger, P.A., as its co-counsel. William Henrich, CRO, at Getzler Henrich & Associates, LLC, serves as the Debtor's restructuring advisor. No official committee of unsecured creditors has been appointed in the Chapter 11 case. On Dec. 15, 2017, the Debtor filed its proposed Chapter 11 plan of liquidation. MANITOWOC COMPANY: S&P Affirms 'B' CCR & Alters Outlook to Stable ----------------------------------------------------------------- S&P Global Ratings affirmed its 'B' corporate credit rating on The Manitowoc Company Inc. and revised the outlook to stable from negative. S&P said, "We also affirmed the 'B' issue-level rating on the company's senior secured 2nd lien notes and the '3' recovery rating, which indicates a meaningful recovery (50%-70%; rounded estimate: 50%) in the event of default. "The outlook revision reflects our expectation for continued operating improvement in 2018, building upon modest recovery in end-market demand in the second and third quarters of 2017. In 2018, we expect modest growth from North American and European construction activity, increased sales from new product launches, and stabilizing energy markets to help offset continued softness in infrastructure demand and weak growth prospects in the Middle East and Asia. With these expectations, we believe that Manitowoc's adjusted debt to EBITDA will improve to about 6x in 2018 from the mid-to-high-6x area in 2017. Although we expect the company's leverage to remain high, we also believe that it will begin to generate modest free operating cash flow (FOCF) in 2018 while maintaining adequate liquidity, including availability under its asset-based lending (ABL) facility. We do not anticipate the company's springing fixed charge covenant under its ABL to be tested given our expectation for significant ABL availability through 2018. "The stable outlook reflects our expectation that strong demand for tower cranes, new product launches, and benefits from previous restructuring initiatives will enable the company to improve margins and reduce leverage to around 6x over the next twelve months. "We could lower our rating on the company if operating performance were to be significantly weaker than we expect, resulting in leverage above 6.5x over the next 12 months with limited prospects for improvement. This could occur if revenues fell by 12% or more, margins contracted by at least 150 basis points, or both. We could also consider lowering our rating if sustained, negative free cash flow constrained liquidity such that availability under its ABL deteriorates, increasing the risk that its springing minimum fixed-charge covenant could be tested. "Although unlikely, we could raise our rating on MTW if its operating performance substantially improves, allowing the company to generate modest free cash flow and sustain leverage at less than 5.0x. We would also expect the company to sustain fixed-charge coverage well above the 1.0x covenant requirement. Under this scenario, we would need to believe management's financial and strategic policies would support these improved credit metrics. Alternatively, we would also consider raising the rating if the company is able to significantly reduce its exposure to global crane demand and/or sustain EBITDA margins above 11%." MERRIMACK PHARMACEUTICALS: BlackRock Has 6.1% Stake as of Dec. 31 ----------------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission, BlackRock, Inc. reported that as of Dec. 31, 2017, it beneficially owns 813,041 shares of common stock of Merrimack Pharmaceuticals Inc., constituting 6.1 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at https://is.gd/dnA4zN About Merrimack Cambridge, Mass.-based Merrimack Pharmaceuticals, Inc. -- http://www.merrimack.com/-- is a biopharmaceutical company discovering, developing and commercializing innovative medicines consisting of novel therapeutics paired with diagnostics for the treatment of cancer. The Company was founded by a team of scientists from The Massachusetts Institute of Technology and Harvard University who sought to develop a systems biology-based approach to biomedical research. The Company's initial focus is in the field of oncology. The Company has five programs in clinical development. In it most advanced program, the Company is conducting a pivotal Phase 3 clinical trial. The report from PricewaterhouseCoopers LLP, the Company's independent registered public accounting firm for the year ended Dec. 31, 2016, includes an explanatory paragraph stating that the Company has negative working capital and cash outflows from operating activities that raise substantial doubt about its ability to continue as a going concern. As of Sept. 30, 2017, Merrimack had $197.84 million in total assets, $86.21 million in total liabilities, and $111.63 million in total stockholders' equity. Merrimack reported a net loss of $153.51 million in 2016, a net loss of $147.78 million in 2015 and a net loss of $83.55 million in 2014. MILK HOUSE: $142K Private Sale of Chimney Field to Shores Approved ------------------------------------------------------------------ Judge Lena Mansori James of the U.S. Bankruptcy Court for the Middle District of North Carolina authorized The Milk House, LLC's private sale of Chimney Field, more specifically Lots 1 through 11 and Lots 13 through 27, and all of Chimney Field Road, as shown on that plat recorded in Plat Book 9, at Pages 836-837, Yadkin County Registry, to Walter and Priscilla Shore for $141,720. The Sale is approved free and clear of any and all liens, encumbrances, claims, rights, and other interests, including but not limited to the security interests of Farm Credit and Triangle Chemical, and Farm Credit will receive 100% of the net Sale proceeds. No tax recapture and no realtor commissions will be payable at the closing of the Sale. The 14-day automatic stay under Bankruptcy Rule 6004(h) is waived. About The Milk House Headquartered in Yadkinville, North Carolina, The Milk House, LLC, is a single asset real estate. The Milk House filed for Chapter 11 bankruptcy protection (Bankr. M.D.N.C. Case No. 17-50460) on April 27, 2017, estimating its assets at between $500,000 and $1 million and liabilities at between $1 million and $10 million. Walter Shore, managing member, signed the petition. Judge Lena M. James presides over the Debtor's case. The Debtor's attorneys: Thomas W. Waldrep, Jr. Jennifer B. Lyday WALDREP LLP 101 S. Stratford Road, Suite 210 Winston-Salem, NC 27104 Telephone: (336) 717-1440 Facsimile: (336) 717-1340 Contemporaneously, the Debtor's members Wiley Walter Shore and Shelby Jean Matthews Shore also sought bankruptcy petition. No official committee of unsecured creditors has been appointed in the case. MOTORS LIQUIDATION: Court Finds Proposed Settlement 'Unenforceable' ------------------------------------------------------------------- As previously disclosed, including most recently on Nov. 13, 2017 in its Quarterly Report on Form 10-Q, the Motors Liquidation Company GUC Trust is involved in litigation concerning purported economic losses, personal injuries and/or death suffered by certain lessees and owners of vehicles manufactured by General Motors Corporation prior to its sale of substantially all of its assets to NGMCO, Inc., n/k/a General Motors LLC. Certain of the Potential Plaintiffs have filed lawsuits against New GM, filed motions seeking authority from the Bankruptcy Court for the Southern District of New York to file claims against the GUC Trust, or are members of a putative class covered by those actions. The GUC Trust was previously engaged in discussions with certain of the Potential Plaintiffs regarding a potential settlement of the Late Claims Motions and various related issues, and those discussions had meaningfully progressed. The GUC Trust ultimately did not execute the Potential Plaintiff Settlement. Instead, after careful consideration and negotiations, the GUC Trust entered into a Forbearance Agreement with New GM by which (i) the GUC Trust agreed not to seek an order estimating the claims of the Potential Plaintiffs or seek the issuance of additional "Adjustment Shares" from New GM until the final resolution of certain litigation, (ii) New GM agreed to pay the costs of the GUC Trust's litigation in connection with the Late Claims Motions and related litigation, and (iii) New GM and the GUC Trust agreed to negotiate an appropriate rate of return from New GM should any GUC Trust distributions be held up solely due to the Late Claims Motions litigation. On Sept. 11, 2017, the Potential Plaintiffs filed a motion with the Bankruptcy Court seeking an order that the Potential Plaintiff Settlement was binding on the GUC Trust notwithstanding the fact that no party executed the Potential Plaintiff Settlement. On Sept. 12, 2017, the GUC Trust filed a motion seeking approval of the Forbearance Agreement. On Jan. 18, 2018, the Bankruptcy Court entered a Memorandum Opinion and Order denying the Potential Plaintiffs' Motion to Enforce. In denying the Motion to Enforce, the Bankruptcy Court found that the unexecuted Potential Plaintiff Settlement was not enforceable because it contained an unambiguous provision that it would not become enforceable until executed. In so finding, however, the Bankruptcy Court also found, among other things, that the GUC Trust's decision to abandon the Potential Plaintiff Settlement in lieu of the Forbearance Agreement was a "flouting of the spirit of the law" and "founded in bad faith." The GUC Trust disagrees with these findings by the Bankruptcy Court and is determining whether to appeal or otherwise formally contest them. The Bankruptcy Court further directed in the Enforcement Decision that counsel for all relevant parties promptly meet and confer to draft a proposed schedule for completing discovery, briefing and hearings of the Late Claims Motions. Counsel were directed to file an agreed proposed schedule, or separate proposed schedules if no agreement can be reached, on or before Feb. 9, 2018. Counsel for the GUC Trust has taken steps to comply with the Bankruptcy Court's direction. The Bankruptcy Court will conduct a scheduling conference on Feb. 21, 2018 at 10 a.m. The Bankruptcy Court also cautioned in the Enforcement Decision that approval of the Forbearance Agreement "may not be forthcoming." As of Jan. 24, 2018, no hearing with respect to the Forbearance Motion has been scheduled by the Bankruptcy Court. 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. MUNCIE COMMUNITY SCHOOLS: S&P Cuts Bonds Rating to 'BB-' -------------------------------------------------------- S&P Global Ratings lowered its underlying rating for credit program on Muncie Community Schools, Ind.'s bonds one notch to 'BB-' from 'BB'. At the same time, S&P Global Ratings removed the bonds from CreditWatch, where they had been placed with negative implications March 17, 2017. The outlook on the underlying rating is stable. S&P Global Ratings affirmed its 'AA+' long-term program rating on the corporation's existing debt. S&P said, "The 'AA+' rating reflects our view of the school corporation meeting our Indiana State Aid Intercept Program rating criteria and on our assessment of the strength of the state aid intercept structure based on Section 20-48-1-11 of the Indiana Code." S&P said, "For most of 2017, we were concerned about the district's ability to meet core priority payments, including debt service, due to the district's lack of cash and our view of limited financial transparency. Since then, communications with the district and emergency managers have allowed us to feel more comfortable about the district's budget and liquidity position and its ability and willingness to meet core priority payments in the short term. The fact that the district is under the state oversight now also somewhat mitigates our concerns, hence our removal of the CreditWatch placement." "We lowered the underlying rating one notch because we believe the district still faces major ongoing uncertainties and exposure to adverse business, financial, or economic conditions that could lead to an inability to meets its financial commitments," said S&P Global Ratings credit analyst Anna Uboytseva. "Specifically, the downgrade reflects an unaddressed cash deficit of at least $9.3 million, rapidly declining enrollment and limited capacity to reduce spending that will likely amplify the budget risks in the future, and significant management turnover," Ms. Uboytseva added. S&P said, "The stable outlook on the program rating reflects our assessment of the strength of Indiana's State Aid Intercept structure, and our expectation that the corporation will maintain its eligibility to participate in the program. "The stable outlook on the 'BB-' underlying rating reflects our opinion that the district's liquidity position and budgetary balance have improved, and are unlikely to deteriorate significantly in the short term. The fact that the district is under the state oversight somewhat mitigates our concerns about the future financial deterioration. We still think that financial transparency is an issue; it skews the comparability of financial projections and unofficial 2017 year-end report with the 2016 form 9 report, in our opinion. "We could consider a higher rating in the next year if the new management team improves financial transparency and works to address the large deficit and if we feel management's restorative actions will be effective and sustainable. "We could lower the rating if we find that management's actions to address the deficit and financial transparency are ineffective or if it takes too long for the new team to take actions and financial conditions worsen as a result." OKEECHOBEE CC-I LAND: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 cases of Okeechobee CC-I Land Trust and its affiliates as of Jan. 26, according to a court docket. The Debtors are represented by: Nicholas B. Bangos, Esq. Nicholas B. Bangos, P.A. 2925 PGA Blvd, Suite 204 Palm Beach Gardens, FL 33410 Tel: 561-626-4700 Fax: 561-627-9479 Email: bazban13@gmail.com About Okeechobee CC-I Land Trust Based in Miami, Florida, Okeechobee CC-I Land, Okeechobee CC-II Land Trust and Okeechobee CC III Land Trust listed their business as single asset real estate (as defined in 11 U.S.C. Section 101(51B)). The Debtors are affiliated with Lakeshore Properties of South Florida, LLC, which sought bankruptcy protection on Sept. 28, 2017 (Bankr. S.D. Fla. Case No. 17-21866). The Debtors sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case Nos. 17-24481 to 17-24483) on December 3, 2017. Barry M. Brant, trustee, signed the petition. Judge Laurel M. Isicoff presides over the cases. At the time of the filing, the Debtor disclosed that it had estimated assets and liabilities of $1 million to $10 million. OMNI LION'S RUN: Exclusivity Extension Motion Dismissed as Moot --------------------------------------------------------------- The Hon. Ronald B. King of the U.S. Bankruptcy Court for the Western District of Texas ordered that Omni Lion's Run L.P. and Omni Lookout Ridge L.P.'s motion for extension of the their exclusivity periods be dismissed as moot. On Jan. 23, 2018, the Court held a hearing on the third motion of Debtors for court order pursuant to Section 1121(d) of the U.S. Bankruptcy Code extending the exclusive period during which the Debtors may file a plan of reorganization and the period the Debtors may solicit acceptances thereof, and it appeared to the Court that the motion should be dismissed as moot. As reported by the Troubled Company Reporter on Dec. 7, 2017, the Debtors filed a motion asking the Court for an additional extension of their exclusive filing period to Feb. 5, 2018, and their exclusive solicitation period to April 5, 2018, without prejudice to their rights to seek additional extensions thereof. A copy of the Order is available at: http://bankrupt.com/misc/txwb17-60329-202.pdf About Omni Lion's Run Omni Lion's Run, L.P., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 17-60329) on May 2, 2017. Drew G. Hall, its manager, signed the petition. Judge Ronald B. King presides over the case. At the time of the filing, the Debtor estimated assets and liabilities of less than $50,000. Omni Lookout Ridge L.P. commenced its Chapter 11 case. (Bankr. W.D. Tex. Case No. 17-60447) on June 6, 2017. Hajjar Peters LLP serves as counsel to the Debtors. ONE HORIZON: Will Acquire 51% Membership Interests in 123 Wish -------------------------------------------------------------- One Horizon Group, Inc., has entered into an Exchange Agreement to acquire 51% of the membership interests in ONCE IN A LIFETIME LLC, d/b/a 123Wish. 123Wish, available in the Apple App Store, Google Play and www.123wish.com, is a subscription-based, experience marketplace that focuses on providing users with exclusive opportunities to enjoy personalized, dream experiences with some of the world's most renowned social media influencers including Super Influencer Jake Paul and Team 10 as well as celebrities, professional athletes, fashion designers, and artists while supporting a diverse range of charities. The influencer or celebrity for each 123Wish experience selects a philanthropic cause to benefit or is randomly matched to a non-profit organization. Once the charitable contribution goal for an experience has been met and the designated timeframe for entry has expired, 123Wish randomly selects the winner who receives exclusive access to interact with the influencer or celebrity. Yet, everyone who enters wins a specialized gift for participation, which may include limited edition merchandise, gift cards or personalized video or voice messages from experience contributors. Each 123Wish subscriber will soon have a digital wallet and will receive four digital coins each month that his or her subscription remains active, which the subscriber may contribute to charity. OHGI and 123Wish are committed to making at least $1,000,000 in digital coin value available for charitable contribution premised on the number of subscribers. Development for inclusion of the coin technology is underway and OHGI will be providing blockchain integration. In order to deliver authentic and unique lifestyle experiences, 123Wish will launch experiences with social media influencers, music artists and other celebrities that have been embraced by Generation Z. TGZ Capital, L.P., the Gen Z focused venture capital fund, owned five percent of 123Wish pre-acquisition and becomes an OHGI shareholder pursuant to this transaction. "We executed the Exchange Agreement ahead of schedule based on the commitment of everyone involved and we are grateful to have the opportunity to welcome 123Wish founders Natalia Diaz, Andrew Resnick and TGZ Capital as OHGI stakeholders," said One Horizon Group's founder, president and CEO, Mark White. "Subscribers, fans and likes have become a new form of currency and advertising spend is usually driven by perceived reach rather than fixed-costs. Thus, in addition to the importance of verifiable charitable giving, we see future opportunities in the use of digital coins for media buying." OHGI has entered into a multi-year Employment Agreement with Natalia Diaz, who will remain the President and CEO of 123Wish. Natalia Diaz is an expert in mobile, social media, gaming and web platform development and has provided services to several Fortune 500 and other innovative company clients that rely on social-media monetization. "After getting to know Mark White and the team at One Horizon Group, it quickly became clear that we are aligned philosophically," said 123Wish Co-Founder, President and CEO, Natalia Diaz. "As part of a NASDAQ-listed technology company with access to the capital markets, we believe that we can deliver the high-value experiences desired by Gen-Zers and Millennials and move at the fast pace of the new brand landscape driven by social media influencers underpinning Web 3.0 and the proliferation of social media through a marketplace of experiences." "After spending years developing web properties that reach tens of millions of unique visitors on a monthly basis, I realized that social media is not only an incredible platform for advertising and sales; it is the new framework for contribution," said 123Wish Co-Founder, technology entrepreneur and real estate mogul, Andrew Resnick. "I also believe that digital coins, which allow for efficient and transparent transactions, provide the means for a generational shift in charitable giving. Given access to OHGI innovation and its commitment to development of digital coin technology that makes a social impact, I am confident that this transaction will deliver measurable value on many fronts." "Beyond business, 123Wish enables me to fulfill my personal goal to give back and empower our youth through contribution," added 123Wish Co-Founder, President and CEO, Natalia Diaz. "This is very important for me as I recognize the power of influencers to make a real difference and teach the next generations that by including giving in their lives, dreams do come true." "Based on the detailed financial models we have analyzed, we remain confident that the acquisition will be accretive in 2018 and we expect 123Wish will generate significant revenue in 2018 commencing with the expected launch of scheduled experiences in the first and second quarters of 2018," added One Horizon Group's Founder, President and CEO, Mark White. "We remain focused on our commitment to deliver substantial value to OHGI shareholders." A full-text copy of the Exchange Agreement is available at: https://is.gd/lwS48c About One Horizon Group Based in Limerick, Ireland, One Horizon Group, Inc. (NASDAQ: OHGI) -- http://www.onehorizongroup.com/-- is a reseller of secure messaging software for the growing gaming, security and education markets including in China and Hong Kong. The Company's independent accountants Cherry Bekaert LLP, in Tampa, Fla., issued a "going concern" opinion in its report on the Company's consolidated financial statements for the year ended Dec. 31, 2016, stating that the Company has recurring losses and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. One Horizon reported a net loss of $5.54 million on $1.61 million of revenue for the year ended Dec. 31, 2016, compared to a net loss of $6.30 million on $1.53 million of revenue for the year ended in 2015. As of Sept. 30, 2017, One Horizon had $8.67 million in total assets, $4.25 million in total liabilities and $4.42 million in total stockholders' equity. According to the Company's Form 10-Q for the period ended Sept. 30, 2017, "[T]he Company will pursue its revised operations and business plan. The Company expects to incur further non cash losses in 2017 which, when combined with any costs incurred in pursuing acquisition of new businesses, may generate negative cash flows. As of Sept. 30, 2017, the Company did not have any available credit facilities. As a result, it is in the process of seeking new financing by way of sale of either convertible debt or equities. While it has been successful in the past in obtaining the necessary capital to support its investment and operations, there is no assurance that it will be able to obtain additional financing under acceptable terms and conditions, or at all. In the event that the Company is unable to obtain sufficient additional funding when needed in order to fund operations, it would not be able to continue as a going concern and may be forced to severely curtail or cease operations and liquidate the Company." OYSTER COMPANY: Has Final OK to Obtain DIP Financing From OCVA -------------------------------------------------------------- The Hon. Keith L. Phillips of the U.S. Bankruptcy Court for the Eastern District of Virginia has entered a final order authorizing Oyster Company of Virginia, LLC, to obtain post-petition financing from OCVA Holdings, LLC. A copy of the Order is available at: http://bankrupt.com/misc/vaeb16-34750-174.pdf As reported by the Troubled Company Reporter on Dec. 29, 2017, the Debtor sought permission from the Court to obtain $150,000 in postpetition financing from OCVA. On Nov. 1, 2017, the Debtor filed its motion to (i) approve compromise with Half Shell Partners, LLC, and William and Patricia Loughridge and (ii) shorten notice and memorandum in support thereof. A court order was entered on Dec. 6, 2017, approving the settlement. As part of the settlement, OCVA will pay and provide payment of $150,000 to the Loughridges by Dec. 31, 2017. The Debtor negotiated with the Lender, who is a related entity to the Debtor, for certain debtor-in-possession financing, and the parties have agreed to the terms thereof, which the Debtor believes are normal and customary (if not more favorable to the Debtor than current market terms) for financing of this nature. The Debtor sought the Financing to fund the Initial Payment. About Oyster Company of Virginia The Oyster Company of Virginia promotes the sustainable return of the native 'Virginia Oyster' ("Crassostrea virginica") as the basis for the health of the Chesapeake Bay and its ecosystem by accelerating programs and projects with proven results and enlisting its Virginia Watermen as an important part of the solution. OCVA has developed specific programs and projects using modeled and measured science from scientists and other individuals from highly regarded institutions as the basis for creating value added solutions for restoring the Chesapeake Bay's oyster population while balancing the commodities (fisheries) with restoration (habitat). A Chapter 7 involuntary petition was filed against Oyster Company of Virginia, LLC (Bankr. E.D. Va. Case No. 16-34750) on Sept. 27, 2016. The petition was filed by Jeffrey and Eleanor Orndorff, Chandler Wiegand, and Half Shell Partners, LLC. On Nov. 4, 2016, the Chapter 7 case was converted to a Chapter 11 case. The case is assigned to Judge Keith L. Phillips. The U.S. trustee for Region 4 on Dec. 23, 2016, appointed seven creditors of Oyster Company of Virginia, LLC, to serve on the official committee of unsecured creditors. The Committee retained Christian & Barton, LLP, as counsel. * * * On July 6, 2017, the Debtor filed a Plan of Reorganization, and a Disclosure Statement pursuant to Section 1125 of the Bankruptcy Code. PES HOLDINGS: Proposes $120M of DIP Financing From Credit Suisse ---------------------------------------------------------------- Philadelphia Energy Solutions Refining and Marketing, LLC, and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Delaware to approve $120 million in debtor-in-possession financing from Credit Suisse Asset Management, LLC, Halcyon Capital Management LP, and the other refining TLB lenders parties to the DIP credit agreement, with Cortland Capital Markets Services LLC, as administrative agent and collateral agent. PES Administrative Services, LLC, serves as the guarantor. The loan will mature on July 31, 2018. a) the stated maturity date: the earlier of (i) July 31, 2018, (ii) the Effective Date, (iii) the consummation of a sale or other disposition of all or substantially all assets of the Debtors under the U.S. Bankruptcy Code Section 363, and (iv) the date of acceleration of the Loans in accordance with Article VII; b) the date of the substantial consummation of a reorganization plan that is confirmed pursuant to an order of the Court; and c) the acceleration of the Loans and the termination of the commitments with respect to the DIP Facility in accordance herewith. Refining ABL Adequate Protection includes: -- a valid, perfected replacement security interest in and lien upon the Refining Collateral in accordance with the priorities shown in the interim court order and in each case subject to the carve out; -- an allowed superpriority administrative expense claim as provided for in Section 507(b) of the Bankruptcy Code against the Refining Debtors in the amount of the Refining ABL Adequate Protection Claim with priority in payment over any and all administrative expenses of the kind specified or ordered pursuant to any provision of the Bankruptcy Code; and -- current cash payments of the reasonable and documented pre- and post-petition fees and expenses incurred payable to the Refining ABL Agent under the Refining ABL Agreements, including, but not limited to, the reasonable and documented fees and disbursements of counsel. Refining TLB Adequate Protection includes: -- a valid, perfected replacement security interest in and lien upon the Refining Collateral in accordance with the priorities shown in the interim court order and in each case subject to the carve out; -- an allowed superpriority administrative expense claim (in the Refining Debtors' cases only) as provided for in Section 507(b) of the Bankruptcy Code in the amount of the Refining TLB Adequate Protection Claim with priority in payment over any and all administrative expenses of the kind specified or ordered pursuant to any provision of the Bankruptcy Code; -- current cash payment when due for all interest at the non- default rates provided for in the Refining TLB Credit Agreement; -- current cash payments of all reasonable and documented pre- and post-petition fees and expenses, which payments will be made in the manner provided for in paragraph 16(e) of the interim court order, including, but not limited to: (i) in the case of each of the Refining TLB Agent and the Ad Hoc TLB Lenders, the reasonable and documented fees and disbursements of counsel to the Refining TLB Agent and counsel to the Ad Hoc TLB Lenders, (ii) in the case of the Ad Hoc TLB Lenders, (A) the fees and expenses of Houlihan Lokey Capital,Inc., including, for the avoidance of doubt, the financing fee and completion fee payable in accordance with the terms of the Houlihan Lokey Engagement Letter and (B) the reasonable and documented fees and expenses of Ramboll Environ US Corporation incurred in connection with an environmental review with respect to properties of the Debtors; provided, that in the event the Restructuring Support Agreement is terminated, the Debtors will continue to pay any such fees incurred by Ramboll until two business days after the Debtors provide written notice to the Ad Hoc TLB Lenders and Ramboll that no additional fees of Ramboll will be paid. The Logistics Parties Adequate Protection includes: -- payment of interest and fees to the holders of Logistics Credit Agreement Claims at the non-default contract rate and accrual of interest to each of the foregoing at the default contract rate, in each case payable solely from the assets of the Logistics Debtors; -- payment of reasonable fees and expenses for each of (A) the Logistics Agent and (B) the Consenting Logistics Creditors, in each case including pre- and postpetition documented fees and expenses of counsel, financial and other reasonably necessary advisors,; -- subject to the Logistics carve out, liens on unencumbered assets of the Logistics Debtors, replacement liens on all other assets of the Logistics Debtors and superpriority claims as provided for in section 507(b) of the Bankruptcy Code against the Logistics Debtors for any diminution in the value of the interest in collateral of the holders of Logistics Credit Agreement Claims, with all liens being perfected by the interim court order; and -- subject to the Logistics Carve Out, no senior or pari passu claims on any assets of the Logistics Debtors. As to any lender, the several and not joint obligation of the Lender, if any, to make a loan to the borrower in a principal amount not to exceed the amount set forth under the heading "Commitment" opposite the Lender's name on the DIP Credit Agreement. The aggregate amount of the Commitments of all Lenders is $120 million. Each DIP Lender severally agrees to make loans to the Refining Debtors on any business day on the closing date, in an amount not to exceed the amount of the Commitments of the DIP Lender. The DIP Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Refining Debtors and notified to the DIP Agent in accordance with Sections 2.02 and 2.07 of the DIP Credit Agreement. Each Eurodollar Loan will bear interest for each day during each interest period with respect thereto at a rate per annum equal to the Eurodollar Rate determined for the day plus the applicable margin. If all or a portion of the principal amount of any Loan will not be paid when due (whether at the stated maturity, by acceleration or otherwise), all overdue Loans will bear interest at a rate per annum equal to in the case of the Loans, the rate that would otherwise be applicable thereto pursuant to the foregoing provisions of this Section plus 2% and (ii) if all or a portion of any interest payable on any Loan or other amount payable hereunder will not be paid when due, the overdue amount will bear interest at a rate per annum equal to the rate then applicable to ABR Loans under the relevant Facility plus 2% in each case, with respect to clauses (i) and (ii) above, from the date of such nonpayment until the amount is paid in full (as well after as before judgment). Interest will be payable in arrears on each interest payment date, provided that interest accruing will be payable from time to time on demand. These milestones must be reached: -- the interim DIP court order will be entered within five days of the Petition Date; -- the final DIP court order will be entered within 45 days of the Petition Date; -- the Disclosure Statement court order and confirmation order within 90 days of the Petition Date; -- the confirmation order will be entered within 90 days of the Petition Date; -- the final DIP court order will be entered within 45 days of the Petition Date; -- the Disclosure Statement court order will be entered within 60 days of the Petition Date; -- the effective date will have occurred no later than 120 days after the confirmation order is entered; unless, after entry of the confirmation order, the Required Consenting Term Loan B Creditors deliver notice to the Debtors in accordance with Section 4.01(f) of the Restructuring Support Agreement, in which case the Effective Date will have occurred no later than 30 days after delivery of the notice; and -- the Effective Date will have occurred no later than July 31, 2018. The Debtors must pay these fees: -- the DIP commitment fee, which is 5.0% of the new equity in the form of New Class A Common Stock, subject to dilution by the Management Incentive Plan; -- the conversion fee, which is payable to all of the DIP Lenders in the amount of 2.5% of the New Equity, subject to dilution by the Management Incentive Plan; and -- cash fee, which is payable to all the DIP Lenders upon funding of the DIP Facility equal to 2.0% of the DIP Facility, payable in cash. The DIP Lenders have agreed to convert the DIP Facility into an exit facility upon emergence, providing the Debtors with continued access to liquidity even after the pendency of the Chapter 11 cases. If approved, the Refining Debtors will use the proceeds of the DIP Financing to, among other things, fund the Refining Debtors' general and corporate operating needs during the contemplated period of the chapter 11 cases. The Debtors were able to obtain the terms of the DIP Financing and Restructuring Support Agreement based on many months of hard fought, arm's-length negotiations with their key stakeholders, which resulted in the settlement embodied in the Plan and Restructuring Support Agreement. The terms of this settlement are dependent on approval of this DIP Financing and the Debtors obtaining confirmation of, and then consummating, the Plan in the time frame set forth in the DIP Credit Agreement. Moreover, the Refining Debtors are unable to obtain the financing as unsecured credit pursuant to Section 364(a) or (b) of the Bankruptcy Code, allowable as an administrative expense under section 503(b)(1) of the Bankruptcy Code, or as secured credit pursuant to section 364(c) of the Bankruptcy Code on more favorable terms from other sources. The Debtors say that the use of Refining Cash Collateral alone would be insufficient to meet the Refining Debtors' postpetition liquidity needs. The DIP Financing provides liquidity that is essential to fund the administrative cost of these Chapter 11 cases and, critically, to pay suppliers and other participants in the Debtors' supply chain in the ordinary course to ensure the continuing and uninterrupted flow of inputs to the Debtors that is the lifeblood of the Debtors' businesses. Without access to the DIP Financing, the Debtors likely would need to liquidate in the near term, to the serious detriment of their stakeholders. The Debtors believe that the DIP Financing gives the Debtors sufficient liquidity to stabilize their operations and fund the administration of these Chapter 11 cases as the Debtors seek to implement the restructuring contemplated by the Plan. Finally, the Debtors believe that the DIP Financing is on the most favorable terms available, presents the best -- and likely only -- option for the Debtors to reorganize their businesses as a going concern, was negotiated in good faith and at arm's length, and will allow the Debtors to maximize the value of their estates for the benefit of all parties in interest. Copies of the Debtors' request and DIP Credit Agreement are available at: http://bankrupt.com/misc/deb18-10122-61.pdf http://bankrupt.com/misc/deb18-10122-61-4.pdf About PES Holdings Headquartered in Philadelphia, PA, PES Holdings, LLC -- http://pes-companies.com/-- 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. PES Holdings, LLC, and its affiliates, including Philadelphia Energy Solutions Refining and Marketing, sought Chapter 11 protection(Bankr. D. Del. Case No. 18-10122) on Jan. 21, 2018. In the petition signed by Manager Gregory G. Gatta, PES estimated assets and liabilities of between $1 billion and $10 billion each. James H.M. Sprayregen, P.C., Steven N. Serajeddini, Esq., Edward O. Sassower, P.C., and Matthew C. Fagen, Esq., at Kirkland & Ellis LLP and Kirkland & Ellis International LLP serve as the Debtors' general bankruptcy counsel. Laura Davis Jones, Esq., Timothy P. Cairns, Esq., and Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones LLP serve as the Debtors' local bankruptcy counsel. PJT Partners LP is the Debtors' financial advisor. Alvarez & Marsal North America, LLC, is the Debtors' restructuring advisor. Rust Consulting/Omni Bankruptcy is the Debtors' notice and claims agent. PIN OAK: Agrees With Watchdog on Appointment of Chapter 11 Trustee ------------------------------------------------------------------ The Acting United States Trustee, John P. Fitzgerald, III, asks the U.S. Bankruptcy Court for the Northern District of West Virginia to direct the appointment of a chapter 11 trustee to administer the bankruptcy case of Pin Oak Properties, LLC. Pin Oaks' primary secured creditor is General Acquisitions LLC who is owed approximately $15,000,000. Pin Oaks also owes numerous tax creditors and general trade creditors. The U.S. Trustee was unable to muster an unsecured creditors' committee. The U.S. Trustee relates that throughout the chapter 11 proceeding, Pin Oaks and General Acquisition have had an acrimonious relationship that recently resulted in General Acquisitions issuing a subpoena to United Bank for statements for Pin Oaks' bank accounts. United Bank produced bank statements. After reviewing the bank statements and discussing the status of the case with Pin Oaks' counsel and counsel for General Acquisitions, Pin Oaks has agreed that the appointment of a chapter 11 trustee will better advance the case and provide a new level of confidence for creditors that a reorganization or liquidation will be timely advanced. Counsel for Acting U.S. Trustee, Region Four: Debra A. Wertman, Esq. Office of U.S. Trustee United States Courthouse, Room 2025 300 Virginia Street East Charleston, WV 25301 Phone: (304)347-3400 About Pin Oak Properties Pin Oak Properties, LLC, operates the Middletown Mall located at 9429 W Mill Street, White Hall, Marion County, West Virginia. Pin Oak Properties filed a Chapter 11 petition (Bankr. N.D. W.Va. Case No. 17-00608) on June 7, 2017. Dietrich Steve Fansler, its managing member and 100% owner, signed the petition. The Hon. Patrick M. Flatley is the case judge. The Debtor has hired Gianola, Barnum, Bechtel & Jecklin, LC, in Morgantown, West Virginia, as counsel; and Steven G. Williams, CPA/ABV, as accountant. An official committee of unsecured creditors has not been appointed in the Chapter 11 case of Pin Oak Properties, LLC, as of July 27, according to a court docket. POINT.360: Hires GlassRatner as Financial Consultant ---------------------------------------------------- Point.360, seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ GlassRatner Advisory & Consulting Group, LLC, as financial consultant to the Debtor. Point.360 requires GlassRatner to provide litigation support services, including expert witness testimony and financial consulting in relation to the Debtor's Chapter 11 case. GlassRatner will be paid at these hourly rates: J. Michael Issa $495 Jordan Johnson $225 Other Staff $250-$495 GlassRatner will be paid a retainer in the amount of $7,500. GlassRatner will also be reimbursed for reasonable out-of-pocket expenses incurred. J. Michael Issa, principal of GlassRatner Advisory & Consulting Group, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. GlassRatner can be reached at: J. Michael Issa GLASSRATNER ADVISORY & CONSULTING GROUP, LLC 19800 MacArthur Blvd., Suite 8 Irvine, CA 92612 Tel: (949) 407-6620 Fax: (949) 743-0333 About Point.360 Point.360 (OTC QX: PTSX) -- http://www.point360.com/and http://www.mvf.com/-- is a value add service organization specializing in content creation, manipulation and distribution processes integrating complex technologies to solve problems in the life cycle of Rich Media. With locations in greater Los Angeles, Point.360 performs high and standard definition audio and video post production, creates virtual effects and archives and distributes physical and electronic Rich Media content worldwide, serving studios, independent producers, corporations, non-profit organizations and governmental and creative agencies. Point.360 provides the services necessary to edit, master, reformat and archive clients' audio and video content, including television programming, feature films and movie trailers. Point.360's interconnected facilities provide service coverage to all major U.S. media centers. Point.360 filed a voluntary petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 17-22432) on Oct. 10, 2017. Haig S. Bagerdjian, the Company's Chairman, President and CEO, signed the petition. The Debtor disclosed total assets of $11.14 million and total debt of $14.77 million as of March 31, 2017. The Hon. Julia W. Brand is the case judge. The Debtor hired Lewis R. Landaue, Esq., as bankruptcy counsel, and TroyGould PC, as transactional counsel. GlassRatner Advisory & Consulting Group, LLC, as financial consultant, Daniel P. Hogan, Attorney-at-Law, as special litigation counsel. PORTER BANCORP: Patriot Funds Cease as 5% Stockholders ------------------------------------------------------ In a Schedule 13D/A filed with the Securities and Exchange Commission, Patriot Financial Partners, L.P., Patriot Financial Partners Parallel, L.P., Patriot Financial Partners GP, L.P., and Patriot Financial Partners GP, LLC reported that effective Dec. 18, 2017, none of them beneficially owned greater than five percent of Porter Bancorp Inc.'s outstanding common stock. On Dec. 18, 2017, the Patriot Funds distributed shares of the Company that they beneficially owned to their limited partners, who received a total of 1,747,673 of the Company's common shares. Kirk W. Wycoff, a general manager of each of the Patriot Funds, is also a director of the Company. In addition to owning 384,186 of the Company's common shares, the Patriot Funds owned 1,371,600 of the Company's non-voting common shares before the Distribution. As a result of the Distribution, (i) the 1,371,600 non-voting common shares held by the Patriot Funds automatically converted into 1,371,600 voting common shares, in accordance with the Company's articles of incorporation, and (ii) the number of the Company's common shares outstanding increased from 4,668,264 to 6,039,864 shares. As a result of the Distribution, the following Reporting Persons received the following shares: Number of Shares Received in Reporting Person Distribution ---------------- ---------------- W. Kirk Wycoff 118,542 Ira M. Lubert 109,173 James J. Lynch 83,298 In addition, Mr. Wycoff beneficially owns 5,487 shares received as compensation for his service on the Company's Board of Directors. A full-text copy of the regulatory filing is available at: https://is.gd/nBVWSa About Porter Bancorp Porter Bancorp, Inc. (NASDAQ: PBIB) -- http://www.pbibank.com/-- is a Louisville, Kentucky-based bank holding company which operates banking centers in 12 counties through its wholly-owned subsidiary PBI Bank. The Company's markets include metropolitan Louisville in Jefferson County and the surrounding counties of Henry and Bullitt, and extend south along the Interstate 65 corridor. The Company serves southern and south central Kentucky from banking centers in Butler, Green, Hart, Edmonson, Barren, Warren, Ohio and Daviess counties. The Company also has a banking center in Lexington, Kentucky, the second largest city in the state. PBI Bank is a traditional community bank with a wide range of personal and business banking products and services. Net income attributable to common shareholders for the year ended Dec. 31, 2017, was $37.5 million, or $6.15 per basic and diluted common share, compared to net loss attributable to common shareholders of $2.7 million, or ($0.46) per basic and diluted common share, for the year ended Dec. 31, 2016. As of Dec. 31, 2017, Porter Bancorp had $970.80 million in total assets, $898.12 million in total liabilities and $72.67 million in total stockholders' equity. * * * This concludes the Troubled Company Reporter's coverage of Porter Bancorp, Inc. until facts and circumstances, if any, emerge that demonstrate financial or operational strain or difficulty at a level sufficient to warrant renewed coverage. PORTER BANCORP: Reports 2017 Net Income of $37.5 Million -------------------------------------------------------- Porter Bancorp, Inc., parent company of PBI Bank, reported unaudited results for the fourth quarter of 2017. The Company reported net income attributable to common shareholders for the fourth quarter of 2017 of $32.5 million, or $5.31 per basic and diluted common share, compared to a net loss attributable to common shareholders of $6.4 million, or ($1.07) per basic and diluted share, for the fourth quarter of 2016. Net income attributable to common shareholders for the year ended Dec. 31, 2017, was $37.5 million, or $6.15 per basic and diluted common share, compared to net loss attributable to common shareholders of $2.7 million, or ($0.46) per basic and diluted common share, for the year ended Dec. 31, 2016. Net income before taxes was $6.6 million for the year ended Dec. 31, 2017, compared to a net loss before taxes of $2.7 million for the year ended December 31, 2016. Net income for 2017 was impacted by the reversal of the Company's deferred tax asset valuation allowance and the change in federal corporate tax rates in connection with the enactment of the Tax Cuts and Jobs Act of 2017. The net result of these two items was an income tax benefit of $31.9 million for 2017. The Company has had a full valuation allowance against its net deferred tax asset since 2011. The Company's ability to utilize the net deferred tax asset depends upon generating sufficient future levels of taxable income. The determination to restore a deferred tax asset and eliminate a valuation allowance depends upon the evaluation of both positive and negative evidence regarding the likelihood of achieving sufficient future taxable income levels. During the fourth quarter of 2017, management concluded it was more-likely-than-not the asset would be utilized to reduce future taxes payable related to the future taxable income of the Company, and as such, reversed the valuation allowance. The positive evidence that outweighed the negative evidence evaluated by management in arriving at the conclusion to remove the valuation allowance included, but was not limited to, the following: * positive cumulative pre-tax earnings over the prior three- year period ended Dec. 31, 2017 * growth in net interest income, stable non-interest income trends, and lower non-interest expense trends * improvement in asset quality which increases management's ability to forecast future taxable income and achieve forecasted results * the Company's net operating loss carryforwards do not begin to expire until 2032, and * the Bank's Consent Order was terminated in the fourth quarter of 2017 As a result of the conclusion to reverse the valuation allowance, the Company recorded an income tax benefit of $52.2 million for the year ended Dec. 31, 2017. On Dec. 22, 2017, the Tax Cuts and Jobs Act of 2017 was signed into law. Among other significant changes to the tax code, the new law lowered the federal corporate tax rate from 35% to 21% beginning in 2018. As a result, the Company revalued its net deferred tax asset at the new 21% rate. Due to this revaluation, the Company recorded a $20.3 million charge to income tax expense for the year ended Dec. 31, 2017. The combination of the reversal of the valuation allowance and the change in federal corporate tax rates resulted in an income tax benefit of $31.9 million for the year ended Dec. 31, 2017. Net interest income before provision for loan losses was $8.0 million for the fourth quarter of 2017, compared to $7.8 million in the third quarter of 2017, and $7.3 million in the fourth quarter of 2016. Average loans increased to $695.6 million for the fourth quarter of 2017, compared with $669.6 million in the third quarter of 2017, and $619.6 million for the fourth quarter of 2016. Net interest margin increased to 3.50% for the fourth quarter of 2017, compared to 3.44% for the third quarter of 2017, and 3.35% for the fourth quarter of 2016. The yield on earning assets increased to 4.24% for the fourth quarter of 2017, compared to 4.16% for the third quarter of 2017, and 4.01% for the fourth quarter of 2016. The cost of interest bearing liabilities was 0.88% for the fourth quarter of 2017, compared to 0.85% for the third quarter of 2017, and 0.78% for the fourth quarter of 2016. Because of continuing improvement in asset quality and management's assessment of risk in the loan portfolio, a negative provision for loan losses of $800,000 was recorded for 2017, compared to a negative provision for loan losses of $2.5 million for 2016. The negative provision of $800,000 was recorded in the fourth quarter of 2017, compared to a negative provision of $550,000 in the fourth quarter of 2016. The allowance for loan losses to total loans was 1.15% at Dec. 31, 2017, compared to 1.32% at September 30, 2017, and 1.40% at Dec. 31, 2016. The reduced level of the allowance in 2017, compared to 2016 was primarily driven by declining charge-off levels, growth in the portfolio, improving trends in credit quality, and the negative provision. Net loan recoveries were $35,000 for 2017, compared to net loan charge-offs of $624,000 for 2016. The allowance for loan losses for loans evaluated collectively for impairment was 1.13% at December 31, 2017, compared with 1.27% at Sept. 30, 2017, and 1.37% at Dec. 31, 2016. Non-performing assets, which include loans past due 90 days and still accruing, loans on nonaccrual, and other real estate owned, decreased to $9.9 million, or 1.02% of total assets at Dec. 31, 2017, compared with $12.1 million, or 1.26% of total assets at Sept. 30, 2017, and $16.0 million, or 1.70% of total assets, at Dec. 31, 2016. Non-performing loans decreased to $5.5 million, or 0.77% of total loans at Dec. 31, 2017, compared with $5.8 million, or 0.85% of total loans at Sept. 30, 2017, and $9.2 million, or 1.44% of total loans, at Dec. 31, 2016. The decrease from the previous year was primarily driven by $5.0 million in principal payments received on nonaccrual loans, $270,000 of nonaccrual loans migrating to OREO, and $665,000 of charge-offs offset by $2.3 million in loans placed on nonaccrual during 2017. OREO at Dec. 31, 2017, decreased to $4.4 million, compared with $6.3 million at Sept. 30, 2017, and $6.8 million at Dec. 31, 2016. During the year, the Company sold $793,000 in OREO and acquired $270,000 in new OREO properties. Fair value write-downs arising from lower marketing prices or new appraisals totaled $2.0 million for 2017, compared to $1.2 million in 2016. In addition to nonaccrual loans and OREO, loans classified as Troubled Debt Restructures (TDRs) and on accrual totaled $1.2 million at both Dec. 31, 2017 and Sept. 30, 2017, compared to $5.4 million at Dec. 31, 2016. Non-interest income increased $91,000 to $4.9 million for the year ended Dec. 31, 2017, compared with $4.8 million for the year ended Dec. 31, 2016. The increase between years was primarily attributable to a $295,000 increase in service charges on deposit accounts, a $123,000 increase in bank card interchange fees, and a $72,000 increase in net gain on sales of securities partially offset by no income from OREO in 2017, compared to $456,000 of OREO income in 2016. Non-interest income increased $382,000 to $1.5 million for the fourth quarter of 2017, compared with $1.1 million for the fourth quarter of 2016. The increase was due primarily to a net gain on sale of securities of $293,000 compared to $29,000 in the fourth quarter of 2016. Non-interest expense decreased $9.3 million to $30.2 million for the year ended Dec. 31, 2017, compared with $39.6 million for the year ended Dec. 31, 2016. The decrease in non-interest expense was due primarily to lower litigation and loan collection expense, which decreased $8.6 million. Litigation expense was negatively impacted in the fourth quarter of 2016 by a ruling from the Kentucky Court of Appeals against the Bank that approximated $8.0 million. Non-interest expense also benefited from declining professional fees expense, salaries and employee benefits, and FDIC insurance expense. Non-interest expense decreased $6.7 million to $8.9 million for the fourth quarter of 2017, compared with $15.6 million for the fourth quarter of 2016. The decrease was due primarily to the nonrecurring nature of the 2016 litigation expense of $8.0 partially offset by a $1.8 million increase in OREO expenses primarily resulting from fair value write-downs arising from lower marketing prices or new appraisals. At Dec. 31, 2017, PBI Bank's Tier 1 leverage ratio was 8.70%, compared with 6.24% at Dec. 31, 2016, and its Total risk-based capital ratio was 11.61% at Dec. 31, 2017, compared with 9.88% at Dec. 31, 2016. At Dec. 31, 2017, PBI Bank's Common equity Tier I risk-based capital ratio was 10.35%, compared with 8.28% at Dec. 31, 2016. At Dec. 31, 2017, Porter Bancorp's Tier 1 leverage ratio was 7.11%, compared with 5.27% at Dec. 31, 2016, and its Total risk-based capital ratio was 10.55%, compared with 10.21% at Dec. 31, 2016. Porter Bancorp's Common equity Tier I risk-based capital ratio was 6.92%, compared with 5.20% at Dec. 31, 2016. The Company has a net deferred tax asset of $31.3 million at Dec. 31, 2017. As of Dec. 31, 2017, Porter Bancorp had $970.80 million in total assets, $898.12 million in total liabilities and $72.67 million in total stockholders' equity. A full-text copy of the press release is available for free at: https://is.gd/6zBIMP About Porter Bancorp Porter Bancorp, Inc. (NASDAQ: PBIB) -- http://www.pbibank.com/-- is a Louisville, Kentucky-based bank holding company which operates banking centers in 12 counties through its wholly-owned subsidiary PBI Bank. The Company's markets include metropolitan Louisville in Jefferson County and the surrounding counties of Henry and Bullitt, and extend south along the Interstate 65 corridor. The Company serves southern and south central Kentucky from banking centers in Butler, Green, Hart, Edmonson, Barren, Warren, Ohio and Daviess counties. The Company also has a banking center in Lexington, Kentucky, the second largest city in the state. PBI Bank is a traditional community bank with a wide range of personal and business banking products and services. * * * This concludes the Troubled Company Reporter's coverage of Porter Bancorp, Inc. until facts and circumstances, if any, emerge that demonstrate financial or operational strain or difficulty at a level sufficient to warrant renewed coverage. PRIME SECURITY: S&P Alters Outlook to Positive & Affirms 'B+' CCR ----------------------------------------------------------------- The largest U.S. alarm monitoring service provider, Prime Security Services Borrower LLC, has completed its IPO and paid down part of its financial debt, which has materially strengthened its credit metrics. S&P Global Ratings is thus affirming its 'B+' corporate credit rating on Boca Raton, Fla.–based alarm monitoring service provider Prime Security Services Borrower LLC (Prime). S&P revised the outlook to positive from stable. S&P said, "We also affirmed our 'BB-' issue-level rating, on the company's first-lien debt. The recovery rating remains '2', indicating our expectations for significant (70%-90%; rounded estimate: 75%) recovery in the event of payment default. We affirmed our 'B-' issue-level rating on the company's second-lien debt. The recovery rating remains '6', indicating our expectations for negligible recovery (0%-10%; rounded estimate: 0%)." The outlook revision reflects Prime's recent deleveraging, with the company receiving more than $1.4 billion in IPO proceeds. With the proceeds, Prime will redeem $594 million in principal on the 9.25% second-lien notes due 2023 and $750 million Koch preferred securities. S&P said, "Moreover, we acknowledge the company's positive operating momentum, with Prime demonstrating stable earnings growth while balancing the cash outflows needed to compete in a competitive environment with high attrition rates. We view the use of IPO proceeds toward deleveraging and reducing interest expenses as a credit positive. However, despite the improved credit measures, we are still somewhat concerned regarding the company's future financial policy. With the new ownership structure, the financial sponsors still have a majority of the board seats. While we think the IPO minimizes the likelihood of leveraging transactions such as dividends or other returns to shareholders, we do not think the risk is completely curtailed." The positive outlook reflects the improvements in operating metrics at the combined ADT/Protection One company as well as our expectations for moderating integration costs. While capital expenditures remain high, Prime maintains a leading market position in the U.S. alarm monitoring market. S&P expects the company will maintain leverage in the 4x area while enabling FOCF to debt to grow above 5% on a sustained basis. S&P said, "We could raise the rating if Prime grows its free cash flow, sustaining free cash flow to debt in the high-single-digit percentage area on an annual run rate, with strong operating metrics and management of cash usage. An upgrade would be predicated on our belief that the company will not releverage materially for a large acquisition or shareholder payment thereby maintaining leverage below 5x on a sustained basis. "We could revise the outlook to stable if FOCF to debt declines below 5% and leverage rises above 5x because of increased subscriber attrition, debt-funded acquisitions or dividends, or operational challenges." QUADRANT 4: Plan Exclusivity Period Extended to Feb. 6 ------------------------------------------------------ The Hon. Jack N. Schmetterer of the U.S. Bankruptcy Court for the Northern District of Illinois, at the behest of Quadrant 4 System Corp. and its affiliates, has extended the exclusivity period to propose and solicit acceptances of a Chapter 11 plan to Feb. 6, 2018, without prejudice to a possibility of further extension. As reported by the Troubled Company Reporter on Jan. 25, 2018, the Debtors asked the Court for a 90-day extension of their exclusivity periods to propose and solicit acceptances of a Chapter 11 plan. Specifically, Q4 asked that the plan proposal period be extended to April 25, 2018, from Jan. 25, 2018, and that the solicitation period be extended to Jun. 24, 2018, from March 26, 2018. Stratitude has not previously moved to extend the Exclusivity Periods with respect to the Stratitude case. The Plan Proposal Period in the Stratitude case expires on Feb. 10, 2018 and the Solicitation Period expires on April 11, 2018. The Plan Proposal Period in the Q4 Case expires on Jan. 25, 2018, and the Solicitation Period in the Q4 Case expires on March 26, 2018. The Debtors asserted that cause exists to extend the Exclusivity Periods, primarily because the Debtors have not yet had an opportunity to focus on negotiating a successful Chapter 11 plan and prepare adequate information in support thereof. Since their respective Petition Dates, the Debtors' attention has been singularly focused on selling substantially all their assets -- efforts that have paid off for their creditors by generating a large pool of money for their estates and for the benefit of both secured and unsecured creditors. The respective directors, officers and management of the Debtors overlap significantly. Stratitude's assets served as collateral for Q4's secured lenders. As such, during the first six months of the Q4 case, Q4's management team and professionals have also spent significant time marketing Stratitude's assets and negotiating the terms of a sale of those assets, ultimately led to Court approval and closing of the Stratitude Asset Sale in the beginning of December 2017. In addition to Asset Sales, Q4 and its professionals maintain ongoing efforts to sell the QHIX Healthcare Platform Business Unit including marketing and negotiations for distinct subparts of that Business Unit. Further, Q4 and its professionals have committed significant time and effort to resolving the disposition of Q4's licenses under the License Agreement with TriZetto and the parties' disputes thereunder. Q4 first began exploring a settlement and buy-down with TriZetto in September 2017. Such discussions ultimately led to the parties agreeing to the Modification Agreement submitted to this Court for presentment on Jan. 23, 2018. Relatedly, significant efforts were also committed to the drafting of the Modification Agreement Motion, including addressing the concerns for Q4's secured creditors and the Committee. Despite the vast majority of the Debtors' attention being directed to the efforts, the Debtors have begun negotiations with the Committee with the goal of drafting a joint plan of liquidation. As of the filing of this motion, a draft term sheet has been circulated between the Debtors and the Committee and negotiations are well underway, meaning there is a high likelihood of the filing and solicitation of a joint, confirmable plan, prior to the Proposed Expiration Dates. In connection with their successful and time-consuming efforts regarding the Asset Sales and the Modification Agreement, the Debtors have worked closely with their secured lenders and the Committee throughout the Chapter 11 Cases to obtain consensus and cooperation among the key constituencies where possible. In the same vein, the Debtors have strived to address concerns and comments from the Office of the United States Trustee. Accordingly, a majority of the effort of the Debtors and their professionals occur "behind the scenes" in this matter. Finally, as detailed in the Declarations, the Chapter 11 Cases were filed in less than ideal circumstances as a result of the Criminal Action, the SEC Action, and the action of the Criminal Defendants. These actions have required additional time and effort on the Debtors' part to complete their Schedules and Statement of Financial Affairs, and have generally complicated the fact-gathering process for many of the motions filed and presented to date. About Quadrant 4 System Quadrant 4 System Corporation (OTC:QFOR) -- http://www.qfor.com/-- sells IT products and services. Its revenues are primarily generated from the placement of staffing or solution consultants, and the sale and licensing of its proprietary cloud-based Software as a Service (SaaS) systems, as well as a wide range of technology oriented services and solutions. The company's principal executive offices are located in Schaumburg Illinois. It also operates its business from various offices located in Naples, Florida; Alpharetta, Georgia; Bingham Farms, Michigan; Cranbury, New Jersey; Pleasanton, California; and Ann Arbor, Michigan. Quadrant 4 is the 100% owner of the issued and outstanding common stock of Stratitude, Inc., a California corporation, which it acquired on or about Nov. 3, 2016. Concurrently with the Stratitude Acquisition, Stratitude acquired certain of the assets of Agama Solutions, Inc., a California corporation. Both Stratitude and Agama are located in Pleasanton and Fremont, California and are engaged in the IT business. Quadrant 4 disclosed total assets of $47.05 million and total liabilities of $31.39 million as of Sept. 30, 2016. Quadrant 4 filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 17-19689) on June 29, 2017. CEO Robert H. Steele signed the petition. Stratitude, Inc., filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 17-30724) on Oct. 13, 2017. The case is jointly administered with that of Quadrant 4. The Debtors' cases are assigned to Judge Jack B. Schmetterer. Quadrant 4, which was subject to a securities fraud probe that led to the arrest and resignation of its top two executives seven months ago, sought Chapter 11 protection after reaching a settlement with the U.S. Securities and Exchange Commission and signing deals to sell four business segments for at least $6.9 million. The Debtors' bankruptcy counsel is Adelman & Gettleman Ltd. Nixon Peabody LLP acts as special counsel to the Debtors for matters concerning taxes, labor, ERISA, securities compliance, international law, and related matters while Faegre Baker Daniels LLP acts as special counsel for securities litigation. The Debtors hired Silverman Consulting Inc. as financial consultant, and Livingstone Partners, LLC, as investment banker. On July 10, 2017, an official committee of unsecured creditors was appointed in the Debtor's case. The Committee retained Sugar Felsenthal Grais & Hammer LLP as its legal counsel, and Amherst Partners, LLC, as its financial advisor. RAGGED MOUNTAIN: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Lead Debtor: Ragged Mountain Equipment, Inc. dba Durable Designs P.O. Box 130 Intervale, NH 03845 Type of Business: Ragged Mountain Equipment -- http://raggedmountain.com/-- operates a sporting goods store in Intervale, New Hampshire. The company offers equipment for camping, climbing, skiing, and pets such as handwear, gaiters, headgear, luggage and buckles. Chapter 11 Petition Date: January 25, 2018 Affiliates that filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Ragged Mountain Equipment, Inc. 18-10091 Hurricane Mountain Equipment LLC 18-10092 Court: United States Bankruptcy Court District of New Hampshire (Concord) Debtors' Counsel: Steven M. Notinger, Esq. NOTINGER LAW, PLLC 7A Taggart Drive Nashua, NH 03060 Tel: (603)417-2158 E-mail: steve@notingerlaw.com Assets and Liabilities: Assets Liabilities ------ ----------- Ragged Mountain $627,408 $2,060,000 Hurricane Mountain $500K to $1 mil. $500,000 to $1 mil. The petitions were signed by Robert D. Nadler, authorized representative. A copy of Ragged Mountain Equipment's petition, containing a list of the Debtor's 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/nhb18-10091.pdf A copy of Hurricane Mountain Equipment's petition, containing a list of the Debtor's 13 unsecured creditors, is available for free at: http://bankrupt.com/misc/nhb18-10092.pdf RED CHIP VENTURES: Taps Hilco as Real Estate Advisor ---------------------------------------------------- Red Chip Ventures Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Hilco Real Estate LLC as its real estate advisor. The firm will assist the company and its affiliate Blue Chip Ventures LLC in marketing and selling three contiguous empty lots in Manhattan. The proceeds of the purchase price remaining after payment of Hilco's fee will be allocated between the estates of Red Chip Ventures and Blue Chip Ventures, which filed a separate Chapter 11 case. Under the services agreement, Hilco will advance a marketing investment budget of up to $21,521 to market the properties and will be paid a buyer's premium of 5% of the purchase price for the properties but will receive a commission of only 1% of any credit bid. Moreover, the firm will be reimbursed its marketing expenses actually expended only if there is no sale of the properties, the properties are sold through a successful credit bid, or the auction is cancelled. Jeff Azuse, senior vice-president of Hilco, disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Jeff Azuse Hilco Real Estate LLC 5 Revere Dr., Suite 320 Northbrook, IL 60062 Phone: 847.714.1288 About Red Chip Ventures Red Chip Ventures Inc. listed its business as Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B). Its principal assets are located at 207 Cabrini Boulevard, New York 10033. The company is an affiliate of Blue Chip Ventures, which filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 17-12686) on Sept. 25, 2017. Red Chip Ventures Inc., based in Brooklyn, NY, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 17-13161) on Nov. 7, 2017. In the petition signed by President Melvin Caro, the Debtor estimated $1 million to $10 million in assets and $50,000 to $100,000 in liabilities. The Hon. Sean H. Lane presides over the case. Isaac Nutovic, Esq., at Nutovic & Associates, serves as bankruptcy counsel to the Debtor. RMG ENTERPRISES: Taps Accounting Solutions as Accountant -------------------------------------------------------- RMG Enterprises, LTD. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to hire Accounting Solutions, LLC as its accountant. The firm will assist the Debtor in preparing accounting reports and tax returns; analyze and report on the tax impact of its plan of reorganization; and provide other accounting services which may be required in its Chapter 11 case. Anne Allen, principal of Accounting Solutions, disclosed in a court filing that the members of her firm do not hold or represent any interest adverse to the Debtor and its estate. Accounting Solutions can be reached through: Anne F. Allen Accounting Solutions, LLC 510 Princess Anne St., Suite 200 Fredericksburg, VA 22401 Tel: (540) 479-3541 Cell: (540) 207-2674 Fax: (540) 479-3542 E-mail: anne@acctgsolutionsllc.com About RMG Enterprises Headquartered in Fredericksburg, Virginia, RGM Enterprises, Ltd., t/a Commonwealth Carrier -- http://commonwealthcarrier.net/-- provides time-sensitive transposition, merging, and transshipment services; specialized handling of fragile materials; handling, reporting, and inventory of products; customized transportation of unique products; reload, storage, inventory and distribution of rail delivered products; and a unique 24/7/365 emergency service for its small client base. The company's 4.5-acre Fredericksburg, Virginia complex has a 55,000 sq. ft. warehouse with an acre of dedicated paved and lighted yard. RGM has been providing "Uncommon Services" since 1973. RGM Enterprises filed for Chapter 11 bankruptcy protection (Bankr. E.D. Va. Case No. 17-36349) on Dec. 27, 2017, listing $622,087 in total assets as of Nov. 30, 2017, and $1.37 million, in total liabilities as of Nov. 30, 2017. Patrick F. Smith, president, signed the petition. Robert B. Easterling, Esq., in Fredericksburg, Virginia, serves as counsel to the Debtor. RMG ENTERPRISES: Taps Robert Easterling as Bankruptcy Counsel ------------------------------------------------------------- RMG Enterprises, LTD., seeks approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to hire Robert Easterling, Esq., as its legal counsel. Mr. Easterling will advise the Debtor regarding its duties under the Bankruptcy Code; assist in its consultations with creditors; represent the Debtor in adversary proceedings and civil actions; prepare a bankruptcy plan; and provide other legal services related to its Chapter 11 case. Mr. Easterling will charge $350 per hour for attorney time and $150 per hour for paralegal time. The Debtor paid him $20,000, of which $1,717 was used to pay the filing fee. In a court filing, Mr. Easterling disclosed that he does not represent any creditor or person adverse or potentially adverse to the Debtor and its bankruptcy estate. Mr. Easterling maintains an office at: Robert B. Easterling, Esq. 2217 Princess Anne Street, Suite 100-2 Fredericksburg, VA 22401 Phone: (540) 373-5030 Fax: (540) 373-5234 E-mail: eastlaw@easterlinglaw.com About RMG Enterprises Headquartered in Fredericksburg, Virginia, RGM Enterprises, Ltd., t/a Commonwealth Carrier -- http://commonwealthcarrier.net/-- provides time-sensitive transposition, merging, and transshipment services; specialized handling of fragile materials; handling, reporting, and inventory of products; customized transportation of unique products; reload, storage, inventory and distribution of rail delivered products; and a unique 24/7/365 emergency service for its small client base. The company's 4.5-acre Fredericksburg, Virginia complex has a 55,000 sq. ft. warehouse with an acre of dedicated paved and lighted yard. RGM has been providing "Uncommon Services" since 1973. RGM Enterprises filed for Chapter 11 bankruptcy protection (Bankr. E.D. Va. Case No. 17-36349) on Dec. 27, 2017, listing $622,087 in total assets as of Nov. 30, 2017, and $1.37 million, in total liabilities as of Nov. 30, 2017. Patrick F. Smith, president, signed the petition. Robert Easterling, Esq., is the Debtor's legal counsel. ROMULUS INTERMEDIATE: S&P Assigns 'B' CCR, Outlook Stable --------------------------------------------------------- S&P Global Ratings assigned its 'B' corporate credit rating to Westport, Conn.-based Romulus Intermediate Holdings 2 Inc. The outlook is stable. S&P said, "At the same time, we assigned a 'B' issue-level rating and a '3' recovery rating to the proposed first-lien facility, consisting of a $75 million revolver (undrawn at close), a $470 million first-lien term loan, and a $125 million delayed-draw first-lien term loan (undrawn at close). The '3' recovery rating reflects our expectation for meaningful recovery (50%-70%; rounded estimate: 55%) in the event of a payment default. "In addition, we assigned a 'CCC+' issue-level rating and a '6' recovery rating to the proposed second-lien facility, consisting of a $215 million second-lien term loan and $50 million delayed-draw second-lien term loan (undrawn at close). The '6' recovery rating reflects our expectation for negligible recovery (0%-10%; rounded estimate: 0%) in the event of a payment default. "Our 'B' corporate credit rating on Romulus reflects the company's top-three market position in the attractive, but niche and highly fragmented veterinary services industry. Romulus also lacks significant scale compared to the top two players in the market and the acquisition by KKR increases leverage significantly to 9.3x. While we expect leverage to decline as EBITDA grows, we believe the company will sustain leverage of above 6x given the acquisition-driven nature of its business strategy. "The stable outlook reflects our expectation that Romulus will continue generating acquisition-driven double-digit revenue growth and that EBITDA margins will remain stable, allowing the company to generate moderate free operating cash flows. At the same time, we expect the company's aggressive debt-financed growth strategy will cause it to sustain leverage above 7.0x through 2018." ROMULUS MERGER: Moody's Assigns B3 CFR; Outlook Stable ------------------------------------------------------ Moody's Investors Service assigned a B3 Corporate Family Rating and B3-PD Probability of Default Rating to Romulus Merger Sub (dba PetVet Care Centers LLC, "PetVet"). Moody's also assigned B2 ratings to the company's proposed first-lien credit facilities, consisting of a $75 million revolver expiring 2023, a $470 million term loan due 2025, and a $125 million delayed draw term loan due 2025. In addition, Moody's assigned Caa2 ratings to the company's proposed second-lien debt issuance, including a $215 million term loan due 2026 and a $50 million delayed draw term loan due 2026. Proceeds from the new term loans, along with common equity from private equity firm KKR, will be used to finance the acquisition of PetVet by KKR in a leveraged buyout transaction. The ratings outlook is stable. At the close of the transaction, Romulus Merger Sub will be merged with and into Pearl Intermediate Parent LLC, with Pearl Intermediate Parent LLC being the surviving entity. The following ratings were assigned: Issuer: Romulus Merger Sub (subsequently Pearl Intermediate Parent LLC): Corporate Family Rating, B3 Probability of default rating, B3-PD Proposed $75 million senior secured first-lien revolving credit facility due 2023, B2 (LGD3) Proposed $470 million senior secured first-lien term loan due 2025, B2 (LGD3) Proposed $125 million delayed draw senior secured first-lien term loan due 2025, B2 (LGD3) Proposed $215 million senior secured second-lien term loan due 2026, Caa2 (LGD5) Proposed $50 million delayed draw senior secured second-lien term loan due 2026, Caa2 (LGD5) Rating outlook: Stable RATINGS RATIONALE Romulus Merger Sub's (dba PetVet Care Centers, "PetVet" and subsequently Pearl Intermediate Parent LLC) B3 Corporate Family Rating (CFR) broadly reflects its high financial risk profile (Moody's-adjusted debt-to-EBITDA of 8.4 times on a pro forma basis), which is expected to persist as the company continues to use debt to fund acquisitions. The rating is also constrained by the company's small scale relative to larger players in the veterinary industry, and event and financial policy risks related to both the aforementioned aggressive acquisition strategy and its private equity ownership. However, the rating benefits from favorable long term trends in the pet care sector that underpin healthy same-store sales growth in the mid-single-digits. The rating is also supported by strong recurring revenue, good geographic diversification and a proven ability to successfully integrate acquisitions. The stable outlook reflects Moody's expectation that the company's relatively stable business profile will result in sustained positive free cash flow. The ratings could be downgraded if operational performance deteriorates or liquidity weakens. Inability to manage its rapid growth, or if EBITA-to-interest falls below one times, could also put downgrade pressure on the company's ratings. The ratings could be upgraded if the company delivers sustained revenue and earnings growth and is successful in integrating acquisitions. Moderation of financial policies, partially evidenced by leverage trending below 6.5 times while good cash flows are generated and solid liquidity is maintained could also support a prospective upgrade. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Based in Westport, CT, PetVet Care Centers, LLC is a national veterinary hospital consolidator, offering a full range of medical products and services, and operating 125 locally-branded animal hospitals. Following the leveraged buyout transaction, PetVet will be owned by private equity firm KKR. LTM revenue (as of September 30, 2017) was $303 million. RXI PHARMACEUTICALS: Regains Compliance With Nasdaq Listing Rule ---------------------------------------------------------------- RXi Pharmaceuticals Corporation received written notice on Jan. 23, 2018, from the Nasdaq Stock Market, LLC notifying the Company that it had regained compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market. The Notification Letter was sent following the implementation of a one-for-ten reverse split of the Company's common stock, which became effective on Jan. 8, 2018. About RXi Headquartered in Marlborough, Massachusetts, RXi Pharmaceuticals Corporation (NASDAQ: RXII) -- http://www.rxipharma.com-- is a clinical-stage company developing innovative therapeutics that address significant unmet medical needs. Building on the pioneering discovery of RNAi, scientists at RXi have harnessed the naturally occurring RNAi process which can be used to "silence" or down-regulate the expression of a specific gene that may be overexpressed in a disease condition. RXi developed a robust RNAi therapeutic platform including self-delivering RNA (sd-rxRNA) compounds, that have the ability to selectively block the expression of any target in the genome, thus providing applicability to many therapeutic areas. The Company's current programs include dermatology, ophthalmology and cell-based cancer immunotherapy. RXi's extensive patent portfolio provides for multiple product and business development opportunities across a broad spectrum of therapeutic areas and the Company actively pursues research collaborations, partnering and out-licensing opportunities with academia and pharmaceutical companies. RXi reported a net loss applicable to common stockholders of $11.06 million for the year ended Dec. 31, 2016, a net loss applicable to common stockholders of $10.43 million for the year ended Dec. 31, 2015, and a net loss applicable to common stockholders of $12.93 million for the year ended Dec. 31, 2014. As of Sept. 30, 2017, RXi had $6.03 million in total assets, $2.60 million in total liabilities, all current, and $3.43 million in total stockholders' equity. "The Company has limited cash resources, certain limitations under the purchase agreement with Lincoln Park Capital Fund, LLC ("LPC") and has expended substantial funds on the research and development of our product candidates and funding general operations. As a result, we have reported recurring losses from operations since inception and expect that we will continue to have negative cash flows from our operations for the foreseeable future. Historically, the Company's primary source of financing has been the sale of its securities. Our ability to continue to fund our operations is dependent on the amount of cash on hand and our ability to raise additional capital through, but not limited to, equity or debt offerings or strategic opportunities. This is dependent on a number of factors, including the market demand or liquidity of our common stock. There can be no assurance that the Company will be successful in accomplishing these plans. As a result, we have concluded that there is substantial doubt regarding our ability to continue as a going concern for at least one year. If we fail to obtain additional funding when needed, we would be forced to scale back or terminate our operations or to seek to merge with or to be acquired by another company. These financial statements do not include any adjustments to, or classification of, recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern," the Company said in its quarterly report for the period ended Sept. 30, 2017. S & E HOLDINGS: Taps Matthew P. Conrad as Accountant ---------------------------------------------------- S & E Holdings Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Pennsylvania to hire Matthew P. Conrad, CPA, LLC, as its accountant. The firm will assist the Debtor in the preparation of its 2017 tax returns and will be paid an hourly fee of $150 for its services. Matthew Conrad, a certified public accountant, disclosed in a court filing that he is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Matthew P. Conrad, CPA, LLC 14 N. Main Street Lewistown, PA 17044 Phone: (717) 242-1512 Fax: 717-242-3282 Email: mconrad@lewistowncpa.com About S & E Holdings S & E Holdings, Inc., is a small business debtor engaged in wood product manufacturing. S & E Holdings sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No. 17-04250) on Oct. 12, 2017. In its petition signed by Ernest L. Knepp, Jr., president, the Debtor estimated assets of $1 million to $10 million and liabilities of less than $1 million. Judge Henry W. Van Eck presides over the case. The Law Office of Lawrence G. Frank is the Debtor's bankruptcy counsel. SAILING EMPORIUM: Sale of Parcels Delays Plan Filing ---------------------------------------------------- The Sailing Emporium, Inc., asks the U.S. Bankruptcy Court for the District of Maryland, to extend the exclusive periods during which only the Debtor can file a plan of reorganization and solicit acceptance of the plan through and including May 1, 2018, and July 1, 2018, respectively. As reported by the Troubled Company Reporter on Oct. 24, 2017, the Court previously extended the Debtor's exclusive period to file a plan to Jan. 27, 2018, and to obtain acceptances of the plan to March 29, 2018. The Debtor says that cause exists in this case to extend the Exclusive Filing and Acceptance Periods because the Debtor and William Arthur Willis and Mary Sue Willis, the debtors and debtors in possession in jointly-administered Case No. 16-26458-TJC, recently closed a complicated transaction in which The Peoples Bank was paid its principal and other charges exceeding $2.4 million. The transaction, which involved the sale of parcels owned by the three estates, proved to be more time-consuming than anticipated. The Debtor requests that it be given an opportunity to resolve the remaining issues now that the sale has been accomplished. This additional time will allow the Debtor to properly analyze whether a plan is the proper course of action under the circumstances of this case. The Debtor warns that termination of the Exclusive Filing and Acceptance Periods at this time might give rise to multiple plans and a contentious confirmation process. The litigation and resulting administrative expense would serve only to decrease recoveries to the Debtor's creditors and delay the Debtor's ability to confirm a plan in this bankruptcy case. Given the consequences if the relief requested herein is not granted, the requested extensions will not prejudice the legitimate interests of any party in interest in this bankruptcy case. Rather, the extension will further the Debtor's efforts to preserve value and avoid unnecessary and wasteful litigation. The Debtor assures the Court that it is not seeking an extension of the Exclusive Filing and Acceptance Periods to unduly pressure the Debtor's creditors. Instead, the extensions requested will facilitate the Debtor's efforts by providing the Debtor with a full and fair opportunity to resolve post-closing issues and formulate and finalize a plan, if appropriate. A copy of the Debtor's request is available at: http://bankrupt.com/misc/mdb16-24498-319.pdf About The Sailing Emporium The Sailing Emporium, Inc., owns and operates a full service marina located on the picturesque Eastern Shore of Maryland on eight acres on Rock Hall Harbor in Rock Hall, Maryland. Services include boat sales, boat repair and restoration, electronics sales and service and sailboat charters. The Property also includes a marine store and nautical gift shop. The Property has 155 deep water slips and 20 transient slips, and the landscaped grounds and other amenities have made this marina a point of interest in Rock Hall. The Sailing Emporium, Inc., filed a Chapter 11 petition (Bankr. D. Md. Case No. 16-24498) on Nov. 1, 2016. The petition was signed by William Arthur Willis, president. The Debtor estimated assets and liabilities at $1 million to $10 million at the time of the filing. The case is assigned to Judge Thomas J. Catliota. The Debtor tapped Lisa Yonka Stevens, Esq., at Yumkas, Vidmar, Sweeney & Mulrenin, LLC, as counsel. The Debtor also engaged Andrew Cantor and Marcus & Millichap Real Estate Investment Services as broker, and tapped Gary T. Mott & Associates, CPA, P.A., as accountant. SCIENTIFIC GAMES: Expects 9% Revenue Increase in Q4 2017 -------------------------------------------------------- Scientific Games Corporation announced selected preliminary financial results for the fourth quarter and full year ended Dec. 31, 2017, in connection with the opportunity to refinance a portion of its debt to take advantage of favorable market conditions to lower its cost of debt and extend maturities. Results of Operations The Company currently expects consolidated revenue to increase approximately nine percent to a range of approximately $820-to-$825 million for the three month period ended Dec. 31, 2017, and full year 2017 revenue to grow approximately seven percent and be in a range of approximately $3,081-to-$3,086 million compared to $752 million and $2,883 million for the fourth quarter and full year 2016, respectively. The Company further expects that its net loss for the fourth quarter 2017 will be in a range of approximately $40-to-$50 million, inclusive of a projected $28 million of restructuring and other charges, which primarily includes M&A costs associated with the NYX Gaming Group transaction that was completed on Jan. 5, 2018. Full year 2017 net loss is expected to be in a range of approximately $238-to-$248 million. Fourth quarter 2016 net loss was $111 million and full year 2016 net loss was $354 million. Fourth quarter 2017 Attributable EBITDA, a non-GAAP financial measure, is expected to be approximately $320-to-$325 million with full year 2017 AEBITDA of approximately $1,220-to-$1,225 million. Fourth quarter 2016 AEBITDA was $294 million and full year 2016 AEBITDA was $1,104 million. "Our preliminary results for the fourth quarter 2017 reflect our focus on generating top-line growth and ongoing improvements across our gaming, lottery and interactive operations," said Kevin Sheehan, CEO and president of Scientific Games. "I am proud of the dedication and success achieved by the collaborative efforts of our Scientific Games colleagues around the globe who continue to empower our customers and deliver success for all our stakeholders." The preliminary unaudited results are derived from preliminary internal financial reports and are subject to revision based on the Company's procedures and controls associated with the completion of its year-end financial reporting, including all the customary reviews and approvals, and completion by the Company's independent registered public accounting firm of its audit of such financial statements for the year ended Dec. 31, 2017. Accordingly, actual results may differ from these preliminary results and such differences may be material. The Company currently anticipates releasing its fourth quarter results and full year 2017 results on Feb. 28, 2018 after market close. The Company is sharing these preliminary financial results with its prospective lenders in connection with a potential refinancing transaction, in which it would take advantage of favorable market conditions to refinance approximately $1,400 million of its outstanding 7.000% senior secured notes due 2022 and approximately $185 million of borrowings under its revolving credit facility with a combination of new senior secured term loans and new senior secured notes, as well as approximately $300 million of new senior unsecured notes. The Company has not committed to engage in any refinancing transaction, the terms of the potential refinancing transaction described above is subject to change, and the pursuit of any refinancing transaction is subject to market conditions. About Scientific Games Based in Las Vegas, Nevada, Scientific Games Corporation (NASDAQ: SGMS) -- http://www.scientificgames.com/-- is a gaming entertainment company offering a portfolio of game content, advanced systems, cutting-edge platforms and professional services. The company offers technology-based gaming systems, digital real-money gaming and sports betting platforms, casino table games and utility products and lottery instant games, and a leading provider of games, systems and services for casino, lottery and social gaming. Committed to responsible gaming, Scientific Games delivers what customers and players value most: trusted security, engaging entertainment content, operating efficiencies and innovative technology. Scientific Games reported a net loss of $353.7 million in 2016, a net loss of $1.39 billion in 2015 and a net loss of $234.3 million in 2014. Scientific Games had $7.06 billion in total assets, $9.03 billion in total liabilities and a $1.97 billion total stockholders' deficit. SEARS HOLDINGS: Moody's Cuts CFR to Ca on Debt Exchange ------------------------------------------------------- Moody's Investors Service downgraded Sears Holdings Corp.'s Corporate Family Rating to Ca from Caa3. Actions on other rated debt instruments are detailed below. The rating outlook remains negative. The downgrade reflects the company's announcement of its pursuit of debt exchanges which would reduce cash interest and extend the maturity of its second lien notes due in October 2018. Approximately $1.3 billion of $4.2 billion of debt is being affected by the exchanges. "Sears' proposed debt exchanges are a necessary step given its upcoming maturities as its unencumbered asset base continues to decline and its business turnaround remains elusive", said Vice President, Christina Boni. "Debt maturities in the upcoming year amount to over $1.2 billion as cash used in operations is expected to approach $1.8 billion this year." Downgrades: Issuer: Sears Holdings Corp. -- Probability of Default Rating, Downgraded to Ca-PD from Caa3- PD -- Corporate Family Rating, Downgraded to Ca from Caa3 -- Senior Secured Bank Credit Facility, Downgraded to Caa1(LGD2) from B3(LGD2) -- Senior Secured Regular Bond/Debenture, Downgraded to Ca(LGD4) from Caa3(LGD4) -- Senior Unsecured Regular Bond/Debenture, Downgraded to C(LGD6) from Ca(LGD6) Issuer: Sears Roebuck Acceptance Corp. -- Senior Unsecured Regular Bond/Debenture, Downgraded to C(LGD5) from Ca(LGD5) Outlook Actions: Issuer: Sears Holdings Corp. -- Outlook, Remains Negative Affirmations: Issuer: Sears Holdings Corp. -- Speculative Grade Liquidity Rating, Affirmed SGL-4 Issuer: Sears Roebuck Acceptance Corp. -- Commercial Paper, Affirmed NP RATINGS RATIONALE Sears' Ca rating reflects the company's announced pursuit of debt exchanges to extend maturities and its sizable operating losses - Domestic Adjusted EBITDA (as defined by Sears) was an estimated loss of approximately $625 million for the LTM period ending October 28, 2017. While the company continues to take substantial steps to reduce its cost base, its strategies have not enabled the company to reduce its operating losses to approach break-even levels. Continued operating losses must be financed as upcoming maturities in 2018 must be addressed. The Ca rating also reflects material reduction in its alternative sources of capital through $839 million in property and asset sales to date through the third quarter of 2017, over $600 million in additional secured loans in fiscal 2017, and the sale of its Craftsman brand (for a value of approximately $900 million). These significant transactions and its recent agreement with the PBGC to monetize additional stores are integral to funding its operating losses. Its debts are significant with approximately $4.2 billion of funded debt as well as unfunded pension and postretirement obligations of approximately $1.7 billion. The ratings also reflect Moody's view on the uncertainty of the viability of the Kmart franchise in particular given its meaningful market share erosion with an estimated reduction of stores in excess of 30% this year. The negative rating outlook reflects Moody's view that business will continue to suffer considerable operating losses that will need to be funded. Although the company has alternative assets to enhance its liquidity its proposed debt exchanges are being pursued and near term maturities remain significant. Ratings are unlikely to be upgraded given the negative outlook. Ratings could be upgraded if its 2018 maturities are refinanced and operating losses return to breakeven levels while improving to an adequate liquidity profile. Ratings could be downgraded if the company's liquidity were to weaken further, or if its upcoming 2018 maturities are not refinanced or a distressed exchange is completed. Headquartered in Hoffman Estates, IL, Sears Holdings Corporation ("Sears Holdings") through its subsidiaries, including Sears, Roebuck and Co. and Kmart Corporation, operates 1,104 stores in the US along with websites including sears.com and kmart.com as of October 28, 2017. LTM domestic revenues are approximately $18.4 billion. Approximately 49% of Sears Holdings' common stock is held by entities affiliated with Sears Chairman and CEO Mr. Edward S. Lampert. The principal methodology used in these ratings was Retail Industry published in October 2015. SHREE SWAMINARAYAN: Mediation Delays Plan Filing ------------------------------------------------ Shree Swaminarayan Satsang Mandal, Inc., asks the U.S. Bankruptcy Court for the Eastern District of Texas to extend the exclusivity period for the Debtor to file of a plan of reorganization by 90 days to April 22, 2018. The 120-day exclusivity period for the Debtor to file a plan runs on Jan. 24, 2018. A hearing on the Debtor's request is set for Feb. 26, 2018, at 10:00 in the forenoon. The Debtor and its largest creditor are planning to attend mediation, at the suggestion of the Court. However, the earliest the mediation is likely to occur is late February. The Debtor is hopeful the parties can reach a comprehensive agreement that will either allow the case to be dismissed, or allow the speedy confirmation of a plan by the Debtor. A copy of the Debtor's Motion is available at: http://bankrupt.com/misc/njb17-34558-53-1.pdf About Shree Swaminarayan Satsang Mandal Shree Swaminarayan Satsang Mandal filed a Chapter 11 petition (Bankr. E.D. Tex. Case No. 17-42100) on Sept. 26, 2017. At the time of filing, the Debtor estimated less than $1 million both in assets and liabilities. The Debtor tapped Andrew J. Kelly, Esq., at The Kelly Firm, P.C., and Joyce W. Lindauer, Esq., and Sarah M. Cox, Esq., at Joyce W. Lindauer Attorney, PLC, as counsel. SUNEDISON INC: Strategic Value Reports 40.6% Stake in Newco ----------------------------------------------------------- Strategic Value Partners, LLC, disclosed in a regulatory filing with the Securities and Exchange Commission that as of Dec. 29, 2019, SVP and its affiliated entities may be deemed to beneficially own 11,713,224 or 40.6% of the common stock of SunEdison, Inc., consisting of: (i) 4,465,021 shares beneficially owned by Strategic Value Partners, LLC, as the investment manager of Strategic Value Master Fund, Ltd. And (ii) 4,459,000 shares beneficially owned by SVP Special Situations III LLC, as the investment manager of Strategic Value Special Situations Master Fund III, L.P., (iii) 631,428 shares beneficially owned by SVP Special Situations IV LLC, as the investment manager of Strategic Value Special Situations Master Fund IV, L.P.; and (iv) 2,157,775 shares beneficially owned by SVP Special Situations III-A LLC, as the investment manager of Strategic Value Opportunities Fund, L.P. which may also be deemed to be beneficially owned by Strategic Value Partners, LLC, as the managing member of each such investment manager entity. The shares were received on Dec. 29, pursuant to SunEdison's bankruptcy-exit plan. As of Dec. 29, there were about 28,833,208 shares of SunEdison Common Stock outstanding. The United States Bankruptcy Court for the Southern District of New York on July 28, 2017, entered an order confirming the Second Amended Joint Plan of Reorganization of SunEdison, Inc. and Its Debtor Affiliates, dated July 20, 2017, and on Dec. 29, the Plan became effective pursuant to its terms and the Debtors emerged from bankruptcy. All previously issued and outstanding equity interests in the Company -- which include its prior common stock, $0.01 par value per share -- were automatically cancelled and extinguished as of the Effective Date. SunEdison on June 8, 2017, entered into an Amended and Restated Equity Commitment Agreement, by and between the Company and the Backstop Purchasers party thereto. In connection with the Equity Commitment Agreement, the Company entered into a backstop commitment agreement, with the Backstop Purchasers, pursuant to which the Backstop Purchasers agreed to provide up to a $300.0 million commitment to backstop the Rights Offering. In accordance with the Plan, the Equity Commitment Agreement, and certain rights offering procedures, the Company offered eligible creditors, including the Backstop Purchasers, shares of Common Stock of the reorganized Company (among other consideration). In connection with the effectiveness of the Plan, Strategic Value Master Fund, Ltd., Strategic Value Special Situations Master Fund III, L.P., Strategic Value Special Situations Master Fund IV, L.P. and Strategic Value Opportunities Fund, L.P.: (i) received 362,500.83 shares of Common Stock in connection with their claims against the Debtors, (ii) acquired 10,436,407.50 shares of Common Stock in connection with the Rights Offering, and (iii) received 914,315.50 shares of Common Stock as consideration in the form of a premium for their commitment pursuant to the Backstop Commitment Agreement. The source of funds for the 10,436,407.50 shares of Common Stock which were acquired pursuant to the Rights Offering was the working capital, or funds available for investment, of the SVP Funds. Strategic Value may be reached at: Victor Khosla Chief Investment Officer c/o Strategic Value Partners, LLC 100 West Putnam Avenue Greenwich, CT 06830 - and - James Dougherty Fund Chief Financial Officer c/o Strategic Value Partners, LLC 100 West Putnam Avenue Greenwich, CT 06830 - and - Edward Kelly Chief Operating Officer c/o Strategic Value Partners, LLC 100 West Putnam Avenue Greenwich, CT 06830 - and - David B. Charnin General Counsel and Chief Compliance Officer Strategic Value Partners, LLC 100 West Putnam Avenue Greenwich, CT 06830 Telephone: (203) 618-3500 About SunEdison, Inc. SunEdison, Inc. (OTC PINK: SUNEQ), is a developer and seller of photovoltaic energy solutions, an owner and operator of clean power generation assets, and a global leader in the development, manufacture and sale of silicon wafers to the semiconductor industry. SunEdison, Inc., and 25 of its affiliates each filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos. 16-10991 to 16-11017) on April 21, 2016. Judge Stuart Bernstein presides over the cases. Martin H. Truong, SunEdison's senior vice president, general counsel and secretary, signed the petitions. The Debtors disclosed total assets of $20.7 billion and total debt of $16.1 billion as of Sept. 30, 2015. The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as counsel, Togut, Segal & Segal LLP as conflicts counsel, Rothschild Inc. as investment banker and financial advisor, McKinsey Recovery & Transformation Services U.S., LLC, as restructuring advisors and Prime Clerk LLC as claims and noticing agent. The Debtors employed PricewaterhouseCoopers LLP as financial advisors; and KPMG LLP as their auditor and tax consultant. SunEdison also tapped Eversheds LLP as its special counsel for Great Britain and the Middle East. Cohen & Gresser LLP has also been retained as special counsel. The Debtors tapped Ernst & Young LLP to provide tax-related services. Keen-Summit Capital Partners LLC has been hired as real estate advisor. Binswanger of Texas, Inc. also has been retained as real estate agent. Sullivan & Cromwell LLP serves as counsel to TerraForm Power, Inc., and TerraForm Global, Inc. An official committee of unsecured creditors has been appointed in the case. The Committee tapped Weil, Gotshal & Manges LLP as its general bankruptcy counsel and Morrison & Foerster LLP as special counsel. Togut, Segal & Segal LLP and Kobre & Kim LLP serve as conflicts counsel. Alvarez & Marsal North America, LLC, serves as the Committee's financial advisors. Counsel to the administrative agent under the Debtors' prepetition first lien credit agreement are Richard Levy, Esq., and Brad Kotler, Esq., at Latham & Watkins. Counsel to the administrative agent under the postpetition DIP financing facility are Scott Greissman, Esq., and Elizabeth Feld, Esq., at White & Case LLP. Counsel to the Tranche B Lenders (as defined in the DIP credit agreement) and the steering committee of the second lien creditors are Arik Preis, Esq., and Naomi Moss, Esq., at Akin Gump Strauss Hauer & Field, LLP. Counsel to the administrative agent under the Debtors' prepetition second lien credit agreement is Daniel S. Brown, Esq., at Pillsbury Winthrop Shaw Pittman LLP. The collateral trustee under the Debtors' prepetition second lien credit agreement and the indenture trustee under each of the Debtors' outstanding bond issuances, is represented by Marie C. Pollio, Esq., at Shipman & Goodwin LLP. Counsel to the ad hoc group of certain holders of the Debtors' convertible senior notes is White & Case LLP's Tom Lauria, Esq. TENET CONCEPTS: Case Summary & 8 Unsecured Creditors ---------------------------------------------------- Debtor: Tenet Concepts, LLC 8200 Cameron Rd., Suite A198 Austin, TX 78754 Business Description: Tenet Concepts LLC -- http://www.tenetconcepts.com-- is a privately held company in Austin, Texas, in the freight transportation arrangement business. The company offers fleet replacement, on-site dispatch, vehicle choice flexibility, hot shot, warehousing, route work, scheduled deliveries, messenger local pick-up, on-line order entry & tracking, and luggage delivery services. The company serves the automotive, reprographics, retail delivery, home delivery, office delivery, and food delivery industries. Tenet Concepts has locations in Texas, California, and Illinois. Chapter 11 Petition Date: January 25, 2018 Court: United States Bankruptcy Court Northern District of Texas (Ft. Worth) Case No.: 18-40270 Judge: Hon. Russell F. Nelms Debtor's Counsel: J. Robert Forshey, Esq. FORSHEY & PROSTOK, LLP 777 Main St., Suite 1290 Ft. Worth, TX 76102 Tel: 817-877-8855 E-mail: jrf@forsheyprostok.com bforshey@forsheyprostok.com - and - Laurie D. Rea, Esq. FORSHEY & PROSTOK, LLP 777 Main Street, Suite 1290 Fort Worth, TX 76102 Tel: (817) 877-4224 Fax: (817) 877-4151 E-mail: lrea@forsheyprostok.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by David Scott Cass, president/CFO. A copy of the Debtor's list of eight largest unsecured creditors is available for free at: http://bankrupt.com/misc/txnb18-40270_creditors.pdf A full-text copy of the petition is available for free at: http://bankrupt.com/misc/txnb18-40270.pdf TEXAS E&P: Committee Seeks Appointment of Chapter 11 Trustee ------------------------------------------------------------ The Official Committee of Unsecured Creditors of Texas E&P Operating, Inc., asks the U.S. Bankruptcy Court for the Northern District of Texas to direct the appointment of a Chapter 11 Trustee in the bankruptcy case Texas E&P Operating, Inc. The Committee believes that the appointment of a Chapter 11 trustee is in the best interest of the estate. The Committee and the Debtor, along with their counsel, have discussed at length the continued management of the Debtor's business as a debtor-in-possession during the bankruptcy process. The Committee contends that there are a number of non-Debtor entities which are affiliated and/or related to the Debtor that have both historical and ongoing business dealings with the Debtor. The relationships are such that current management and ownership of the Debtor are conflicted to such an extent that continuing to operate as a debtor-in-possession would create an appearance of impropriety. For example, the Debtor's schedules indicate approximately $2.9 million in outstanding JIB payments owed from its various co-interest owners. The Committee believes that, the Debtor's affiliate company Texas E&P Funding, Inc., of which Mr. Mark A. Plummer (currently Chief Executive Officer, Chairman of the Board and Sole Director of the Debtor) is also the sole owner and officer, is or may be jointly liable for a significant portion of this outstanding receivable. Mr. Plummer is also the President of Texas E&P Well Service, LLC, a significant vendor providing services to the Debtor pre-petition and which has a sizeable scheduled unsecured claim against the Debtor. The Committee expects that this would cause the estate to spend an inordinate amount of time and resources vetting what should be ordinary course transactions and functions and satisfying the Committee and other creditors and parties in interest that any intercompany related transactions are fair and in the best interest of the estate. These and other conflicts of interest, coupled with the fact that none of the other related parties are debtors in bankruptcy and therefore are not subject to the transparency of the bankruptcy process, lead the Committee to seek appointment of a chapter 11 trustee to ensure that parties-in-interest can have full faith and confidence in the integrity of these bankruptcy proceedings. The Committee has expressed these concerns to the Debtor and vetted alternatives to address these issues short of appointment of a Chapter 11 Trustee. After due deliberation however, the constraints that would alleviate such concerns are too debilitating to the proper conduct of the Debtor's business to be worthwhile. After testifying at the first day hearings and the 341 Meeting, Mr. Plummer realizes that these conflicts will present an ongoing obstacle to the efficient and effective reorganization of this Debtor. Under these circumstances, the Committee asserts that the best interests of the creditors and the estate will be served by the appointment of a Chapter 11 Trustee. The Debtor, through Mr. Plummer and after consultation with counsel for the Debtor in Possession, does not and will not oppose the appointment of a Chapter 11 Trustee in this case. Proposed Counsel for the Official Committee of Unsecured Creditors: David L. Curry, Jr., Esq. John Thomas Oldham, Esq. OKIN ADAMS LLP 1113 Vine St, Suite 201 Houston, Texas 77002 Tel: 713.228.4100 Fax: 888.865.2118 Email: dcurry@okinadams.com joldham@okinadams.com -- and -- Raymond J. Urbanik, Esq. OKIN ADAMS LLP 3811 Turtle Creek Blvd., Suite 780 Dallas, Texas 75219 Tel: 214.382.4995 Fax: 888.865.2118 Email: rurbanik@okinadams.com About Texas E&P Operating Based in Richardson, Texas, the Texas E&P group of companies --http://texasepgroup.com-- offer direct investment opportunities in its oil and natural gas projects in the Southwestern United States. From the initial investment to the production of each well, the Group oversees each phase of development. Texas E&P Operating is an independent oil and natural gas operator, with specialties in developing new and existing oil fields since 1994. Texas E&P Funding manages a diverse offering of oil and natural gas investments. Texas E&P Well Service is in the well workover and completion industry, with dedication to safety and innovation. Texas E&P Operating, Inc. fka Chestnut Exploration and Production, Inc., filed for Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 17-34386) on Nov. 29, 2017, estimating its assets and liabilities at between $10 million and $50 million each. The petition was signed by Mark A. Plummber, president. Judge Stacey G. Jernigan presides over the case. John Mark Chevallier, Esq., at McGuire, Craddock & Strother, P.C., serves as the Debtor's bankruptcy counsel. William T. Neary, U.S. Trustee for the Northern District of Texas, appointed three members to the official committee of unsecured creditors to the Chapter 11 case of Texas E&P Operating, Inc. The Committee members are: (1) Baker Hughes, a GE Company; (2) Kodiak Gas Services, LLC; and (3) Key Energy Services, LLC. TEXAS E&P: Committee Taps Okin Adams as Legal Counsel ----------------------------------------------------- The official committee of unsecured creditors of Texas E&P Operating, Inc., seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Okin Adams LLP as its legal counsel. The firm will advise the committee regarding its duties under the Bankruptcy Code; assist the committee in investigating the Debtor's business operation; analyze claims of creditors; advise the committee regarding any potential sale of the Debtor's assets; assist the committee in analyzing the terms of any proposed bankruptcy plan; and provide other legal services related to the Debtor's Chapter 11 case. The primary attorneys who will represent the committee and their hourly rates are: David Curry, Jr. Partner $450 Raymond Urbanik Of Counsel $525 John Thomas Oldham Of Counsel $300 Okin Adams will charge $105 to $130 per hour for the work of its legal assistants. David Curry, Esq., disclosed in a court filing that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Matthew S. Okin, Esq. David L. Curry, Jr., Esq. John Thomas Oldham, Esq. Okin Adams LLP LLP 1113 Vine St., Suite 201 Houston, TX 77002 Tel: 713.228.4100 Fax: 888.865.2118 E-mail: mokin@okinadams.com dcurry@okinadams.com joldham@okinadams.com - and – Raymond J. Urbanik, Esq. Okin Adams LLP 3811 Turtle Creek Blvd., Suite 780 Dallas, TX 75219 Tel: 214.382.4995 Fax: 888.865.2118 E-mail: rurbanik@okinadams.com About Texas E&P Operating Based in Richardson, Texas, the Texas E&P group of companies -- http://texasepgroup.com/-- offer direct investment opportunities in its oil and natural gas projects in the Southwestern United States. From the initial investment to the production of each well, the Group oversees each phase of development. Texas E&P Operating is an independent oil and natural gas operator, with specialties in developing new and existing oil fields since 1994. Texas E&P Funding manages a diverse offering of oil and natural gas investments. Texas E&P Well Service is in the well workover and completion industry, with dedication to safety and innovation. Texas E&P Operating, Inc., f/k/a Chestnut Exploration and Production, Inc., filed for Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 17-34386) on Nov. 29, 2017, estimating its assets and liabilities at between $10 million and $50 million each. Mark A. Plummber, president, signed the petition. Judge Stacey G. Jernigan presides over the case. John Mark Chevallier, Esq., at McGuire, Craddock & Strother, P.C., serves as the Debtor's bankruptcy counsel. The Office of the U.S. Trustee appointed an official committee of unsecured creditors' in the Debtor's case. THINK FINANCE: Seeks Entry of Supplemental Cash Collateral Order ---------------------------------------------------------------- Think Finance, LLC, and certain of its affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of Texas of an order supplementing the previous order authorizing the Debtors to use cash collateral. On the Petition Date, Plaintiffs Think Finance, LLC, Think Finance SPV, LLC, and TC Administrative Services, LLC, commenced Adversary Proceeding No. 17-03106 against defendants Victory Park Capital Advisors, LLC, Victory Park Management, LLC, GPL Servicing, Ltd., and GPL Servicing Agent, LLC (collectively, the "GPLS Secured Parties"). On Oct. 31, 2017, the Court entered in the VPC Adversary Proceeding the Agreed Order, which established an escrow account at Metropolitan Commercial Bank. The Agreed Order required the GPLS Secured Parties to deposit the Transferred Funds into the Escrow Account and required the GPLS Secured Parties to deposit all additional funds GPLS receives into the Escrow Account subject to the GPLS Holdback. On December 7, 2017, the Court entered the Order Granting Preliminary Injunction, directing for the turnover to the Debtors of $5 million of funds held in the Escrow Account, and ordered the GPLS Secured Parties to cause GPLS to continue to transfer all funds to the Escrow Account subject to the GPLS Holdback. On December 7, 2017, the Court entered the Order authorizing the Debtors to use cash collateral consistent with a Thirteen Week Forecast. Paragraph 7 of the Cash Collateral Order sets forth a process for the GPLS Secured Parties to provide notice to the Debtors, the U.S. Trustee, and the Committee for expenses incurred by the GPLS Secured Parties that the GPLS Secured Parties would like paid from the GPLS Funds. It also provides a process for the Notice Parties to object to such expenses and for the resolution of such objections. To date, all of the expenses submitted to the Notice Parties by the GPLS Secured Parties have been objected to by the Debtors and the Committee. The U.S. Trustee has not objected to any of such expenses. Consequently, the Debtors and the GPLS Secured Parties have engaged in extensive good-faith arms' length negotiations that have resulted in an agreement to stay the VPC Adversary Proceeding (the "Standstill"). Among other things, by agreeing to the Standstill the Debtors and the GPLS Secured Parties have agreed to cease incurring additional fees and expenses concerning their disputes with each other in the VPC Adversary Proceeding. The Debtors believe that the Standstill may save the Debtors' estates millions of dollars because the Debtors anticipate incurring many hundreds of thousands of dollars of professional fees and expenses, if not more, in connection with the VPC Adversary Proceeding between now and the trial, which is scheduled to begin on February 26, 2018. The Debtors also believe that the Standstill may allow the Debtors to avoid ever paying the fees and expenses that otherwise would be incurred by the Debtors and the GPLS Secured Parties in the VPC Adversary Proceeding because the Standstill will provide the Debtors and the GPLS Secured Parties with an opportunity to negotiate a consensual resolution of their disputes. Perhaps more importantly, however, the Standstill will allow the Debtors to focus their limited time and resources on resolving, whether through litigation or negotiation, the numerous consumer borrower proofs of claim filed against the Debtors. Depending on the resolution of the consumer borrower claims, such a resolution may eliminate the need to proceed with the VPC Adversary Proceeding altogether, or at least facilitate a negotiated settlement of the VPC Adversary Proceeding. As a result, the Debtors believe that the Standstill will provide the Debtors the opportunity to resolve these bankruptcy cases as efficiently as possible. As set forth in the Third Agreed Scheduling Order, the Standstill would last through at least April 23, 2018, which is the bar date for governmental units to file proofs of claim against the Debtors, and it is possible that the Standstill would last well past April 23. In connection with negotiating the Standstill, the GPLS Secured Parties have indicated that they will not agree to the Standstill and the entry of the Third Agreed Scheduling Order unless the Supplemental Order is entered. The GPLS Secured Parties have indicated that upon the Court's approval of the Supplemental Order, the Debtors may submit the Third Agreed Scheduling Order to the Court for entry in the VPC Adversary Proceeding to implement the Standstill. Thus, the entry of the Supplemental Order is necessary for the Standstill to occur. Although as of the filing of this Motion, the Debtors' understanding is that the Committee opposes the entry of the Supplemental Order due solely to the payment of certain fees from the GPLS Funds, the Debtors nevertheless seek approval of the Supplemental Order in order to attempt to take advantage of the substantial benefits of the Standstill. The Debtors intend to continue to engage in discussions with the Committee until the hearing on this Motion to attempt to reach a consensual resolution on the Supplemental Order. A full-text copy of the Debtors' Motion is available at: http://bankrupt.com/misc/txnb17-33964-247.pdf About Think Finance Think Finance, Inc. -- https://www.thinkfinance.com/ -- is a provider of software technology, analytics, and marketing services to financial clients in the consumer lending industry. Think Finance offers an end-to-end, professionally managed online lending program. The company's customized services allow clients to create, develop, launch and manage their loan portfolio while effectively serving customers. For over 15 years, the company has helped its clients originate more than 2 million loans enabling them to put more than $4 billion in credit on the street. Think Finance, LLC, along with six affiliates, sought Chapter 11 protection (Bankr. N.D. Tex. Lead Case No. 17-33964) on Oct. 23, 2017. Think Finance estimated assets of $100 million to $500 million and debt of $10 million to $50 million. The Hon. Harlin DeWayne Hale is the case judge. The Debtors tapped Hunton & Williams LLP as counsel; Alvarez & Marsal North America, LLC as financial advisor; and American Legal Claims Services, LLC, as claims and noticing agent. On Nov. 2, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Cole Schotz P.C. represents the committee as bankruptcy counsel. TOISA LIMITED: Gets Okay to Hire Zolfo, Appoint J. Mitchell as CRO ------------------------------------------------------------------ Toisa Limited received approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Jonathan Mitchell and his firm Zolfo Cooper Management, LLC. Mr. Mitchell, a senior managing director of Zolfo Cooper, will serve as chief restructuring officer of Toisa Limited and its affiliates in connection with their Chapter 11 cases. He and his firm will provide interim management services, which include making day-to-day management decisions. Zolfo Cooper was initially hired by the Debtors as their bankruptcy consultant and special financial advisor. This initial engagement will be terminated, according to court filings. The firm will charge these hourly rates for its services: Managing Directors $850 - $1,035 Professional Staff $320 - $850 Support Personnel $70 - $300 Mr. Mitchell disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Zolfo Cooper can be reached through: Jonathan Mitchell Zolfo Cooper Management, LLC 1114 Avenue of the Americas, 41st Floor New York, NY 10036 Tel: +1 212-561-4000 / +1 212-561-4060 Fax: +1 212-213-1749 / +1 212-213-1749 Email: jmitchell@zolfocooper.com About Toisa Limited Toisa Limited owns and operates offshore support vessels for the oil and gas industry. Toisa Limited and its affiliates filed Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 17-10184) on Jan. 29, 2017. The petitions were signed by Richard W. Baldwin, deputy chairman. The cases are assigned to Judge Shelley C. Chapman. Togut, Segal & Segal LLP serves as bankruptcy counsel to the Debtors. The Debtors hired Kurtzman Carson Consultants LLC as administrative agent, and claims and noticing agent, Scura Paley Securities LLC, as financial advisor. In its petition, Toisa Limited estimated $1 billion to $10 billion in both assets and liabilities. TOWERSTREAM CORP: Honig No Longer a Shareholder as of Dec. 31 ------------------------------------------------------------- In a Schedule 13G/A filed with the Securities and Exchange Commission, Jonathan Honig reported that as of Dec. 31, 2017, he no longer owns shares of common stock, par value $0.001 per share, of Towerstream Corporation. A full-text copy of the regulatory filing is available at https://is.gd/uLIwA6 About Towerstream Towerstream Corporation (OTCQB:TWERD) -- http://www.towerstream.com -- is a fixed-wireless fiber alternative company delivering Internet access to businesses. The company offers broadband services in 12 urban markets including New York City, Boston, Los Angeles, Chicago, Philadelphia, the San Francisco Bay area, Miami, Seattle, Dallas-Fort Worth, Houston, Las Vegas-Reno, and the greater Providence area. Towerstream reported a net loss attributable to common stockholders of $22.15 million on $26.89 million of revenues for the year ended Dec. 31, 2016, compared to a net loss attributable to common stockholders of $40.48 million on $27.90 million of revenues for the year ended Dec. 31, 2015. As of Sept. 30, 2017, Towerstream had $26.65 million in total assets, $39.04 million in total liabilities and a total stockholders' deficit of $12.39 million. Marcum 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 significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. U.S. ENERGY SCIENCES: Case Summary & 20 Top Unsecured Creditors --------------------------------------------------------------- Debtor: U.S. Energy Sciences, Inc. fka U.S. Energy Sciences LED Product Group, LLC 406A Dixon Street Vidalia, GA 30474 Type of Business: U.S. Energy Sciences, Inc., is an electric lighting equipment manufacturer in Vidalia, Georgia. Started as a reflector company, U.S. Energy has expanded to a fully integrated OEM LED and fluorescent fixture manufacturer specializing in energy efficient retrofit kits and fixtures. In addition, the company offers major brand LED's, lamps and ballast and other options to provide a complete package for its customers' lighting needs. The company was founded by William T. Huntley in 1986. http://www.usenergysciences.com/ Chapter 11 Petition Date: January 26, 2018 Case No.: 18-60031 Court: United States Bankruptcy Court Southern District of Georgia (Statesboro) Judge: Hon. Edward J. Coleman III Debtor's Counsel: Jon A. Levis, Esq. MERRILL & STONE, LLC P O Box 129 Swainsboro, GA 30401 Tel: 478-237-7029 Fax: 478-237-9211 E-mail: bkymail@merrillstonehamilton.com Estimated Assets: $1 million to $10 million Estimated Debts: $1 million to $10 million The petition was signed by Cynthia B. Hicks, president. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/gasb18-60031.pdf A copy of the Debtor's list of 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/gasb18-60031_creditors.pdf UNILIFE CORP: Plan of Liquidation Declared Effective ---------------------------------------------------- BankruptcyData.com reported that Unilife Corporation's First Amended Combined Disclosure Statement and Chapter 11 Plan of Liquidation became effective, and the Company has emerged from Chapter 11 protection. The U.S. Bankruptcy Court confirmed the Plan on December 13, 2017. BankruptcyData's detailed Plan Summary notes, "The Bankruptcy filing and Plan of Liquidation attempt to implement a process to market and sell the Debtors' assets so that the Debtors can maximize the value of their Estates and preserve the Debtors ongoing business. On July 21, 2017 the Bankruptcy Court approved a licensing agreement sale between the Debtors and Amgen Inc. in which Amgen agreed to pay $10 million for the Company's intellectual property and inventory; a intellectual property sale between the Debtors and Hikma Pharmaceuticals in which Hikma Pharmaceuticals agreed to pay $7.5 million; and a collateral agreement between the Debtors and ROS Acquisition Offshore LP, which lent the Debtors at least $70 million since 2014, in which ROS Acquisition Offshore LP retained its collateral for $25 million." About Unilife Corporation Unilife Corporation -- http://www.unilife.com-- is a U.S.-based developer and commercial supplier of injectable drug delivery systems. Unilife has a portfolio of innovative, differentiated products with a primary focus on wearable injectors. Products within each platform are customizable to address specific customer, drug and patient requirements. Unilife Corporation filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 17-10805) on April 12, 2017. In the petition signed by CEO John Ryan, the Debtor disclosed total assets of $82.98 million and total liabilities of $201.0 million as of the bankruptcy filing. The Hon. Laurie Selber Silverstein presides over the case. Cozen O'Connor serves as counsel to the Debtor. An official committee of unsecured creditors has been appointed in the case. The panel retained Lowenstein Sandler LLP as counsel. UNIVERSAL LAND: Seeks to Hire Lowderman as Auctioneer ----------------------------------------------------- Universal Land & Livestock, LLC, seeks approval from the U.S. Bankruptcy Court for the Southern District of Indiana to hire an auctioneer. The Debtor proposes to employ Lowderman Auction & Real Estate to market and conduct an auction of its assets, which include real estate, equipment, livestock and frozen genetics. Lowderman will be paid a 4% commission from the gross sale proceeds of the assets, and will be entitled to a buyer's premium of 2% from the winning bidder of the real estate to be paid directly to the firm. In addition, the firm will be entitled to reimbursement of its expenses for advertising, not to exceed $80,000, out of the sale proceeds following the auction. In the event that not all the real estate offered at the auction sells, the minimum commission payable to the firm will be 4% based upon $3 million in high bids. Monte Lowderman, a partner at Lowderman who will be providing the services, disclosed in a court filing that he has no connection with any creditor or party that holds interest adverse to the Debtor's estate. The firm can be reached through: Monte W. Lowderman Lowderman Auction & Real Estate P.O. Box 488 Macomb, IL 61455 Office: 309-833-5543 Fax: 309-833-5500 E-mail: monte@lowderman.com info@lowderman.com About Universal Land Universal Land & Livestock, LLC, owns and operates a cattle-fishing operation located in Vermillion County, Indiana. The cattle finishing business includes a cow/calf operation in house breeding, and finishing cattle off to market weight fats. The Company owns 3,800 acres of farm ground located in Vermillion County, Indiana; Vigo County, Indiana; and Edgar County, Illinois. Universal Land filed for Chapter 11 bankruptcy protection (Bankr. S.D. Ind. Case No. 17-80750) on Nov. 9, 2017, estimating its assets and debt at between $10 million and $50 million. Peter Krieger, partner, signed the petition. Judge Jeffrey J. Graham presides over the case. John Joseph Allman, Esq., and David R. Krebs, Esq., at Hester Baker Krebs LLC, serves as the Debtor's bankruptcy counsel. VINCE'S BLACK: Proposes $375K Sale of All Assets to GRJ ------------------------------------------------------- Vince's Black Tie, Inc., asks the U.S. Bankruptcy Court for the Northern District of Illinois to authorize the sale of substantially all assets to GRJ Enterprises, LLC for $250,000 plus and additional amount not to exceed $125,000 in the aggregate to cure the monetary defaults with respect to the non-residential real estate leases. A hearing on the Motion is set for Feb. 8, 2018 at 9:30 a.m. The objection deadline is Feb. 7, 2018. At one point the Debtor's annual revenues averaged around $2.3 million. However, in recent years, its revenues have diminished. Because of the drop in revenues and the Debtor's mounting debt, the Debtor sought bankruptcy protection. However, even during these bankruptcy proceedings, the Debtor is unable to generate sufficient revenue to meet its current obligations other than its payroll and related taxes. As a result, in order to maximize the value of the business, including any good will, for the benefit of its creditors, the Debtor needs to sell substantially all of its assets immediately as an ongoing business concern. In the event, that the Debtor ceases its business operations which is imminent because of its inability to generate sufficient revenues to meet all of its Chapter 11 obligations, the liquidation value of its assets are minimal, probably less than $50,000 because most of the assets consist of used tuxedos and accessories and old equipment used in the tuxedo rental business. Both immediately prior to the filing of the bankruptcy case and during the case, the Debtor's principal, Vince Genova, has reached out to other parties and entities in the formalwear apparel business to solicit offers for the purchase of its business. No parties were interested in buying the Debtor as a going business concern but only offered to purchase the Debtor's used apparel for literally pennies. However, the Debtor was able to obtain an offer from the Buyer to purchase substantially all of the assets of the business provided it remained an on-going business concern as of the date of closing. GRJ Enterprises offer is far greater than the proceeds which the Debtor or a Chapter 7 Trustee would realize if the Debtors' assets were liquidated. The Debtor believes that the Buyer's offer is the highest and best offer which it will receive particularly given the exigent circumstances of the Debtor needing to immediately sell the business as an on-going concern to maximize the benefit to creditors. GRJ Enterprises offer is set forth in the Asset Purchase Agreement. The primary terms of the Agreement are: a. Buyer: GRJ Enterprises, LLC b. Seller: Vince's Black Tie, Inc. c. Purchase Price: $250,000 plus an additional amount not to exceed $125,000 in the aggregate to cure monetary defaults with respect to the non-residential leases of real estate d. Acquired Property: Substantially all of the Debtor's assets and the assignment of its non-residential real estate leases and vehicle leases e. Closing: Feb. 15, 2018 f. Financing Contingency: None g. Closing: Feb. 15, 2018 at 9:00 a.m. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Vices_Black_39_Sales.pdf The Debtor asks the Court to authorize it to execute the Asset Purchase Agreement providing that all liens, claims and encumbrances will attach to the proceeds of the sale. In addition, the Motion asks the Court to authorize (i) the Debtor to assume the leases of non-residential real estate and vehicle leases listed below; (ii) the assignment of each of the leases to GRJ Enterprises provided the Seller has cured out of the Purchase Price all monetary defaults, not to exceed $125,000 in the aggregate, and provided adequate assurance of future performance to each lessor, and (iii) the Debtor to take all actions and to execute any and all documents necessary to effectuate any assignment of each of the leases. The Leases to be Assigned are: a. 1184 Roosevelt Rd., Glen Ellyn, IL: Rodeo Drive Management Co., Inc. (Store - LNRR2) b. 607 E. Golf Rd., Schaumburg, IL: Rodeo Drive Management Co., Inc. (Store - LNRR) c. 7219 W. Irving Park Rd., Chicago, IL: Harlem and Irving Investments, Inc. (Store - LNRR) d. 4313 E. New York St., Aurora, IL: ITW Management (Store -LNRR) e. 104 W. Main St., West Dundee, IL: Bridal Properties (Store - LNRR) f. 2657 N. Clybourn Ave., Chicago, IL: John Kong (Store - LNRR) g. 820 75th Street, Willowbrook, IL: Willowbrook Plaza, Inc. c/o Property Solution Group (Store - LNRR) h. 2308 S. Harlem Ave., North Riverside, IL: Federal Construction, Inc. (Store- LNRR) i. 2512 Wisconsin Ave., Downers Grove, IL: Darwin Realty (Warehouse - LNRR) j. 2014 Lexus ES350: Lexus Finance (VL3) k. 2016 Hyundai Santa Fe: MB Financial (VL) In order for the Buyer, to operate the Debtor's business as a going business concern, it is essential that all of the Debtor's, non-residential leases of its retail outlet stores as well as its warehouse location be assumed by the Debtor and assigned to GRJ Enterprises. As part of the Asset-Purchase Agreement, the Seller has agreed to cure all arrears, not to exceed $125,000 in the aggregate, with respect to each of the leases, and the Buyer will provide each landlord with adequate assurance of future performance in accordance with Section 365 of the Bankruptcy Code. In addition to the other sale-related and assumption and assignment relief sought, the Debtor requests that the Court specifically finds inapplicable any stays that might otherwise inhibit the Debtor's ability to close the proposed transaction for the sale of the assets and the assumption and assignment of the leases immediately after the Court enters an order approving the transaction, including, without limitation, those arising under Bankruptcy Rules 6004 and 6006. Moreover, because of the exigent circumstances and the need to consummate the sale as quickly as possible before the Debtor is forced to shut down, good cause exists to shorten the notice period from 21 to 14 days. The Purchaser: GRJ ENTERPRISES, LLC 9653 N. Granville Road Mequon, WI 53097 Attn: Gurpal S. Dhaliwal Facsimile: (262) 242-7849 The Purchaser is represented by: Thomas P. Shannon, Esq. FOX, O'NEILL & SHANNON, S.C. 622 N. Water Street, Suite 500 Milwaukee, WI 53202 Facsimile: (414) 273-3947 About Vince's Black Tie Based in Downers Grove, Illinois, Vince's Black Tie, Inc., operates an upscale tuxedo rental and sales establishment. Operating for over 10 years, Vince's claims to be a premier supplier of tuxedo and suit rental and sales for men's apparel wear throughout the Chicago metropolitan area. Vince's Black Tie filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 17-36681) on Dec. 11, 2017. In its petition, signed by its president, Vincent P. Genova, the Debtor estimated assets of below $50,000 and liabilities at $500,000 to $1 million. Laxmi P. Sarathy, Esq., serves as bankruptcy counsel to the Debtor. WESTINGHOUSE ELECTRIC: Assets Sale/Abandonment Procedures Okayed ---------------------------------------------------------------- Judge Michael E. Wiles of the U.S. Bankruptcy Court for the Southern District of New York authorized (i) the sale procedures by which Westinghouse Electric Co. and affiliates may sell property that is no longer needed in their ongoing business activities; and (ii) the abandonment procedures by which they may abandon property of inconsequential value that is burdensome to their estates. The Debtors are authorized, but not directed, to sell estate property in accordance with these Sales Procedures: a. Limited Notice Sales: For property that has a fair market value less than $1,000,000, except with respect to sales or transfers of (i) any interest in real property, or (ii) any other property with respect to which there is any known or suspected environmental contamination or liability, and is proposed to be sold in a transaction, or in a series of related transactions: i. Business Judgment Standard:: The Debtors are authorized to consummate the sale of such property without further order of the Bankruptcy Court, subject to the procedures set forth, if the Debtors determine in a reasonable exercise of their business judgment that such a sale is in the best interest of their estates. ii. Sale Free and Clear: Any such sale of property will be free and clear of all liens, claims, and encumbrances, with such Liens attaching only to the sale proceeds with the same validity, extent, and priority as immediately prior to the transaction. iii. Good Faith Purchaser: Each purchaser of property pursuant to such a sale will be afforded the protections of section 363(m) of the Bankruptcy Code as a good faith purchaser. iv. Limited Sale Notice: The Debtors shall, at least seven business days prior to closing such sale or effectuating such transfer, file on the Court's docket and serve a written notice of such sale by e-mail, facsimile, or overnight delivery service on (i) counsel to the Committee, Proskauer Rose LLP; (ii) any known affected creditor(s), including counsel to any creditor asserting a lien claim or encumbrance on the relevant property; and (iii) if the property proposed to be sold is located on the Virgil C. Summer Nuclear Generating Station site, the Debtors will provide notice of the sale to counsel to the owners of the VC Summer Project, Reed Smith LLP. Parties objecting to a Limited Sale Notice must file no later than seven calendar days after the date the Debtors serve the relevant Sale Notice. b. Noticed Asset Sales: For property that has a fair market value equal to or greater than $1,000,000, and less than or equal to $5,000,000, and is proposed to be sold in a transaction, or in a series of related transactions, except with respect to sales or transfers of (i) any interest in real property, or (ii) Environmentally Impaired Personal Property: i. Business Judgment Standard: The Debtors are authorized to consummate such a sale without further order of the Bankruptcy Court, subject to the procedures set forth, if the Debtors determine in a reasonable exercise of their business judgment that such a sale is in the best interest of their estates. ii. Sale Free and Clear: Any such sale will be free and clear of all Liens, with such Liens attaching only to the sale proceeds with the same validity, extent, and priority as immediately prior to the transaction. iii. Good Faith Purchaser: Each purchaser of property to such a sale will be afforded the protections of section 363(m) of the Bankruptcy Code as a good faith purchaser. iv. Sale Notice: The Debtors shall, at least seven business days prior to closing such sale or effectuating such transfer, serve a Sale Notice upon the Notice Parties. Parties objecting to a Limited Sale Notice must file no later than seven calendar days after the date the Debtors serve the relevant Sale Notice. c. Noticed Sales of Real Property and/or Personal Property With Known or Suspected Environmental Contamination: For (i) real property, or (ii) Environmentally Impaired Personal Property, that has a fair market value less than or equal to $5,000,000, and is proposed to be sold in a transaction, or in a series of related transactions: i. Business Judgment Standard. The Debtors are authorized to consummate such a sale without further order of the Bankruptcy Court, subject to the procedures set forth, if the Debtors determine in a reasonable exercise of their business judgment that such a sale is in the best interest of their estates. ii. Sale Free and Clear: Any such sale will be free and clear of all Liens, with such Liens attaching only to the sale proceeds with the same validity, extent, and priority as immediately prior to the transaction. iii. Good Faith Purchaser. Each purchaser of property to such a sale will be afforded the protections of section 363(m) of the Bankruptcy Code as a good faith purchaser. iv. Environmental Sale Notice: The Debtors shall, at least 21 calendar days prior to closing such sale or effectuating such transfer, serve a written notice of such sale to the Notice Parties and an additional notice to the United States Attorney's Office for the Southern District of New York and any federal, state or local regulators that the Debtors are aware have a regulatory interest in the property an additional Environmental Sale Notice. v. Amendment to Environmental Sale Notice: If the terms of a proposed sale are materially amended after transmittal of the Environmental Sale Notice, the Debtors will send a revised Environmental Sale Notice to the Environmental Notice Parties. The objection deadline will be extended to provide an additional five days to object to the proposed sale. d. Sale Pursuant to Motion: For property that has a fair market value greater than $5,000,000, and is proposed to be sold in a transaction, or in a series of related transactions, the Debtors will seek authority to sell such property pursuant to a motion and in accordance with the Bankruptcy Code, Bankruptcy Rules, and Local Rules. Any net proceeds obtained by the Debtors from any sales of property will be applied as required by the DIP Documents or any order entered by the Court. In addition to the notices required to be provided, the Debtors will provide notice of any transaction or abandonment to any state or federal regulatory authority, to the extent otherwise required by applicable law. Pursuant to sections 554 and 105(a) of the Bankruptcy Code, the Debtors are authorized, but not directed, to abandon personal property in accordance with these Abandonment Procedures: a. Limited Notice Abandonment: For personal property that the Debtors believe has a book value on their books and records or acquisition cost (as applicable) on the property of less than or equal to $500,000: i. Business Judgment Standard: The Debtors are authorized to abandon such property if they determine in the reasonable exercise of their business judgment that such abandonment is in the best interest of their estates, without further order of the Court or notice to any party. ii. Limited Abandonment Notice: The Debtors shall, at least five business days prior to abandoning such property, file on the Court's docket and serve a written notice of such abandonment on all Notice Parties. iii. Objection Procedures: Parties objecting to an Abandonment Notice must file and serve a written objection so that such objection is filed with the Court and is actually received by counsel to the Debtors no later than five calendar days after the date the Debtors serve the relevant Abandonment Notice. iv. No Objection: If no objection to an Abandonment Notice is timely filed by any of the Notice Parties within five (5) calendar days of service of such Abandonment Notice, the Debtors are authorized to immediately abandon the relevant property. v. Unresolved Objections: If a timely objection is filed and not withdrawn or resolved, the Debtors will file a notice of hearing to consider the unresolved objection. If such objection is overruled or withdrawn, or if the abandonment of the property is specifically approved by further order of the Court, the Debtors are authorized to immediately abandon such property. b. Noticed Abandonment: For property that the Debtors believe has a book value on their books and records or acquisition cost (as applicable) of greater than $500,000: i. Abandonment Notice: The Debtors shall, at least five calendar days prior to abandoning such property, serve a written notice of such abandonment to the Notice Parties. ii. Objection Procedures: Parties objecting to an Abandonment Notice must file no later than five calendar days after the date the Debtors serve the relevant Abandonment Notice. iii. No Objection: If no objection to an Abandonment Notice is timely filed by any of the Notice Parties within five calendar days of service of such Abandonment Notice, the Debtors are authorized to immediately abandon the relevant property. iv. Unresolved Objections: If a timely objection is filed and not withdrawn or resolved, the Debtors will file a notice of hearing to consider the unresolved objection. c. Noticed Abandonment of Environmentally Impaired Personal Property: For personal property, of any value, that Debtors know or suspect is environmentally contaminated or with respect to which there is known or suspected environmental liability: i. Environmental Abandonment Notice. The Debtors will, at least 21 calendar days prior to abandoning such property, serve the Environmental Abandonment Notice upon all Notice Parties. ii. Amendment to Environmental Abandonment Notice: If the terms of a proposed abandonment are materially amended after transmittal of the Environmental Abandonment Notice, the Debtors will send a revised Environmental Abandonment Notice to the Environmental Notice Parties. The objection deadline will be extended to provide an additional five days to object to the proposed abandonment; No Objection. If no written objections are submitted within 21 calendar days of service of such Environmental Abandonment Notice or five calendar days of service of such revised Environmental Abandonment Notice, the Debtors may immediately proceed with the abandonment; and iii. Unresolved Objections: If a timely objection is filed and not withdrawn or resolved, the Debtors will file a notice of hearing to consider the unresolved objection. With respect to any property abandoned under the Abandonment Procedures located at one of the Debtors' vendors, subcontractors, or customers, the applicable party to which that such property is abandoned will have the right to dispose of such property. Parties rights, if any, to file claims for the costs of disposal of such property are fully reserved, as are the rights of any party in interest to object to such claims. Notwithstanding anything to the contrary in the Order, the Debtors are not authorized to abandon any real property. Notwithstanding anything to the contrary in the Order, any proposed Non-Noticed Sale or Noticed Sale pursuant to the Order will be subject to any limitations set forth in the Plan Funding Agreement, and will not be permitted if, absent the Order, such Non-Noticed Sale, Noticed Sale, or Environmental Notice Sale would not be permitted by the Plan Funding Agreement. The requirements of Bankruptcy Rule 6004(a) are waived. The 14-day stay imposed by Bankruptcy Rule 6004(h) is waived with respect to each proposed sale and proposed abandonment conducted in accordance with the Order, and the Debtors may close proposed sales as set forth herein without reference to such stay. The requirements set forth in Local Rule 9013-1(b) are satisfied. About Westinghouse Electric Westinghouse Electric Company LLC -- http://www.westinghousenuclear.com/-- is a U.S.-based nuclear power company founded in 1999 that provides design work and start-up help for new nuclear power plants and makes many of the components. Westinghouse manufactures and supplies the commercial fuel products needed to run the plants, and it offers training, engineering, maintenance, and quality management services. Almost 50% of nuclear power plants around the world and about 60% of U.S. plants are based on Westinghouse's technology. Westinghouse's world headquarters are located in the Pittsburgh suburb of Cranberry Township, Pennsylvania. On Oct. 16, 2006, Westinghouse Electric was sold for $5.4 billion to a group comprising of Toshiba (77% share), partners The Shaw Group (20% share), and Ishikawajima-Harima Heavy Industries Co. Ltd. (3% share). After purchasing part of Shaw's stake in 2013, Japan-based conglomerate Toshiba obtained ownership of 87% of Westinghouse. Amid cost overruns at U.S. nuclear reactors it was building, Westinghouse Electric Company LLC, along with 29 affiliates, filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 17-10751) on March 29, 2017. The petitions were signed by AlixPartners' Lisa J. Donahue, the Debtors' chief transition and development officer. The Debtors disclosed total assets of $4.32 billion and total liabilities of $9.39 billion as of Feb. 28, 2017. The Hon. Michael E. Wiles presides over the cases. Weil, Gotshal & Manges LLP serves as counsel to the Debtors. The Debtors hired AlixPartners LLP as financial advisor; PJT Partners Inc. as investment banker; Kurtzman Carson Consultants LLC as claims and noticing agent; K&L Gates as special counsel; and KPMG LLP as tax consultant and accounting and financial reporting advisor. Toshiba Nuclear Energy Holdings (UK) Ltd. is represented by Albert Togut, Esq., Brian F. Moore, Esq., and Kyle J. Ortiz, Esq., at Togut, Segal & Segal LLP. On April 7, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Proskauer Rose LLP is the committee's bankruptcy counsel, and Houlihan Lokey Capital, Inc., serves as its investment banker. The Board of Directors of Westinghouse appointed a special panel called the U.S. AP1000 Committee to oversee the company's activities related to certain AP1000 nuclear plants located in Georgia and South Carolina. WILLIAM FOCAZIO: Seeks Access to FCB Use Cash Collateral -------------------------------------------------------- William J. Focazio, M.D., P.A. asks the United States Bankruptcy Court for the District of New Jersey for preliminary and final authority to use cash collateral in order to preserve its assets so as to maintain and maximize its value for the benefit of all parties-in-interest. The Debtor leases the property located at 999 Clifton Avenue, Clifton, New Jersey 07013 from DVCO, LLC (DVCO is owned by Dr. William J. Focazio) at approximately $72,000 per year to be paid in equal installments of $6,000 per month. The Lease, commenced on January 23, 2015, has a term of 20 years. The Lease requires the Debtor to pay all utilities. The Debtor is also responsible for 75% of the taxes, insurance, and maintenance of the Property. PSE&G provides utility services for gas and electricity to the Debtor at the Property. The Debtor is on a payment plan with PSE&G for $2,176 per month. The Debtor utilizes an elevator for its business operations. The Debtor's water is paid for by Endo Surgical. The Debtor pays for Endo Surgical's gas and electric. As of Jan. 9, 2018, the outstanding indebtedness owed to First Commerce Bank, as it relates to the Loans, equals approximately $12,241,000, including interest, late charges, legal fees, prepayment premiums and related fees. The Debtor believes that First Commerce Bank enjoys a lien on all or substantially of the Debtor's assets. First Commerce Bank's claims extend to all of Dr. Focazio's entities. The Debtor also owes approximately $100,000 in payroll taxes to the State of New Jersey, Division of Taxation. By virtue of its state tax liens, the Division has a lien on all of the Debtor's assets. Thus, it is adequately protected because an equity cushion exists based on the value of the Debtor's assets. The Debtor asserts that First Commerce Bank is over-secured and its collateral provides adequate protection to First Commerce Bank. To wit, the market value of the Property is $4,925,000, East Brunswick Premises is $4,700,000, 975 Clifton Premises is $1,250,000, and Saddle River Property is between $20,000,000 and $22,000,000, while First Commerce Bank's debt is $12,241,000. In addition, the Collateral also includes a blanket lien on all of the Debtor's personal property. Accordingly, FCB has an equity cushion based on the total value of all the Collateral securing its debt. The Debtor argues that denial of the use of alleged cash collateral to fund the Debtor's day-to-day operations will severely harm the Debtor at a critical time, effectively hindering its ability to reorganize. Essentially, without the authority to use alleged cash collateral, the Debtor cannot continue to operate, which will cause a loss of going concern value and preclude the ability to reorganize. The Debtor is prepared to discuss with all of its creditors the development of both a financial and operational restructuring plan. The authority to use alleged cash collateral will enable the Debtor to engage in those discussions and accomplish its reorganization, while operating in the ordinary course. A full-text copy of the Debtor's Motion is available at: http://bankrupt.com/misc/njb18-10753-5.pdf About Endo Surgical Center of North Jersey, P.C. Headquartered in Clifton, New Jersey, William Focazio, MD, PA, Endo Surgical Center of North Jersey, and Fenner Ave., LLC are privately held companies that operate in the health care industry specializing in internal medicine and gastroenterology. William Focazio, MD, PA and its affiliates Endo Surgical Center of North Jersey and Fenner Ave., LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 18-10752, 18-10753 and 18-10755, respectively) on Jan. 13, 2018. The petitions were signed by William Focazio, M.D., principal. At the time of filing, William Focazio, MD, PA has $1,130,000 in total assets and $12,830,000 in total liabilities; and Endo Surgical Center has $1,170,000 in total assets and $16,490,000 in total Liabilities. Judge Vincent F. Papalia presides over the case. Trenk DiPasquale Della Fera & Sodono, P.C., is the Debtor's counsel. ZOTEC PARTNERS: S&P Assigns 'B-' Corp. Credit Rating, Outook Stable ------------------------------------------------------------------- S&P Global Ratings assigned its 'B-' corporate credit rating to Zotec Partners LLC. The outlook is stable. S&P said, "At the same time, we assigned our 'B-' issue-level rating and '3' recovery rating to Zotec's proposed senior secured first-lien credit facility, consisting of a $20 million five-year revolving credit facility and a $305 million seven-year term loan. The '3' recovery rating indicates our expectation for meaningful (50%-70%; rounded estimate: 55%) recovery in the event of payment default." Zotec Partners uses its proprietary suite of revenue cycle management (RCM) software and medical billing staff to provide RCM services of billing and collection primarily to hospital-based physicians. The company combines the medical report, demographic, and insurance data received from a hospital electronic health record (EHR) to code, bill, and collect payment for a medical encounter. Zotec's radiology segment accounts for a substantial portion of revenue, with emergency medicine, anesthesiology, and office-based physician segments accounting for the remaining revenue. S&P said, "Our stable outlook on Zotec reflects our expectations that the company's revenue will grow organically at a high-single-digit rate and its EBITDA margins will remain above average, with leverage ranging between 5x-7x. We also expect the company to generate modest free cash flow (excluding debt refinancing costs) in 2018." [*] Feb. 7 Auction of $301,700 in Defaulted Timeshare Loans ----------------------------------------------------------- Orange Lake Country Club, Inc., as sub-servicer of certain defaulted timeshare loans, will sell the Property in bulk at public auction slated to take place on Wednesday, February 7, 2018 commencing at 10:00 am at the lobby of 1201 Elm Street, Suite 4600, Dallas, Texas 75270. The outstanding principal balance of the loans comprising the Property is approximately $301,726.25. A minimum bid amount will be required and such amount will be announced to interested parties 30 minutes prior to the Auction. It is anticipated that the minimum bid amount will exceed $275,776.20 -- Estimated Minimum Purchase Price. The Property will be conveyed via allonge(s) and one or more unrecorded collateral assignment of mortgages/deeds of trust without warranties of any kind and without title insurance. To qualify to bid, an interested party must 30 minutes prior to the Auction provide evidence satisfactory to Sub-servicer of its ability to within 1 hour of the Auction produce cash or a cashier's check in an amount exceeding the Estimated Minimum Purchase Price. Information regarding the Property will be made available to qualified bidders prior to the commencement of the Auction, and such information will relate to the performance of the entirety of the loan portfolio comprising the Property rather than information regarding individual loans. The Sub-Servicer may withdraw one or more, or all, of the loans comprising the Property at any time through and including the time of the Auction. [*] Feb. 7 Auction of $618,000 in Defaulted Timeshare Loans ----------------------------------------------------------- Orange Lake Country Club, Inc., as sub-servicer of certain defaulted timeshare loans, will sell the Property in bulk at public auction slated to take place on Wednesday, Feb. 7, 2018 commencing at 10:15 am at the lobby of 1201 Elm Street, Suite 4600, Dallas, Texas 75270. The outstanding principal balance of the loans comprising the Property is approximately $618,241.50. A minimum bid amount will be required and the amount will be announced to interested parties 30 minutes prior to the Auction. It is anticipated that the minimum bid amount will exceed $440,632.08 -- Estimated Minimum Purchase Price. The Property will be conveyed via allonge(s) and one or more unrecorded collateral assignment of mortgages/deeds of trust without warranties of any kind and without title insurance. To qualify to bid, an interested party must 30 minutes prior to the Auction provide evidence satisfactory to Sub-servicer of its ability to within 1 hour of the Auction produce cash or a cashier's check in an amount exceeding the Estimated Minimum Purchase Price. Information regarding the Property will be made available to qualified bidders prior to the commencement of the Auction, and such information will relate to the performance of the entirety of the loan portfolio comprising the Property rather than information regarding individual loans. The Sub-Servicer may withdraw one or more, or all, of the loans comprising the Property at any time through and including the time of the Auction. 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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) IMMUNOMEDICS INC 0J9H LN 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 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 IWEB INC IWBB US 0.1 (0.3) (0.3) 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 MIRAGEN THERAPEU 1S1 GR 47.1 39.0 39.9 MIRAGEN THERAPEU SGNLEUR EU 47.1 39.0 39.9 MIRAGEN THERAPEU 0K1R LN 47.1 39.0 39.9 MONEYGRAM INTERN MGI US 4,546.1 (184.0) (66.1) MONEYGRAM INTERN 9M1N GR 4,546.1 (184.0) (66.1) MONEYGRAM INTERN 9M1N 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 PLANET FITNESS-A 0KJD LN 1,366.0 (139.6) 49.0 PLAYAGS INC AGS US 639.8 (19.5) 30.6 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 RH 0KTF LN 1,801.6 (25.3) 219.2 ROKU INC ROKU US 225.5 (42.8) 52.0 ROKU INC R35 QT 225.5 (42.8) 52.0 ROKU INC R35 GR 225.5 (42.8) 52.0 ROKU INC ROKUEUR EU 225.5 (42.8) 52.0 ROKU INC R35 TH 225.5 (42.8) 52.0 ROKU INC ROKUUSD EU 225.5 (42.8) 52.0 ROKU INC 0KXI LN 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 RR DONNELLEY & S RRDUSD 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) 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) SBA COMM CORP 0KYZ LN 7,300.5 (2,257.8) (698.6) SCIENTIFIC GAMES SGMS US 7,062.4 (1,976.5) 554.8 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) SIX FLAGS ENTERT SIXUSD 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) - TAUBMAN CENTERS 0LDD LN 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 0LFL LN 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) - UNITI GROUP INC 0LJB LN 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 TH 2,676.5 (288.3) (50.7) WIDEOPENWEST INC WU5 GR 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 ***