/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/180201.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, February 1, 2018, Vol. 22, No. 31 Headlines 111 BUSSE PARTNERS: Hires Weissberg as Special Counsel A GREENER GLOBE: Trustee's Sale of Ballard Claims to Sheehan Okayed A'GACI L.L.C.: Hires Haynes and Boone as Attorney AGAWAM HUNT: $6M Sale of All Assets to New Agawam and NC Approved AKC ENTERPRISES: Case Summary & 12 Unsecured Creditors AMAG PHARMACEUTICALS: S&P Lowers CCR to 'B', Outlook Stable AMERICAN GREETINGS: S&P Affirms 'BB-' CCR on Slow Debt Repayment ANDERSON SHUMAKER: May Continue Using Cash Collateral Until Feb. 9 AP GAMING: Moody's Hikes CFR to B2 After IPO & Debt Reduction BCR EQUIPMENT: Proposes Sale of 2017 Peterbilt 337 Tow Truck BEN BEATTY: Court Approves Amended Plan Outline BENNELL STREET TRUST: Hires Stone & Baxter as Counsel BERRY PETROLEUM: S&P Assigns B Corp. Credit Rating, Outlook Stable BESTWALL LLC: Asbestos Committee Taps Dr. Peterson as Consultant BRUGNARA PROPERTIES: Ch. 11 Trustee Hires Dentons US as Counsel CAPE ATLANTIC: Seeks to Hire Friedman LLP as Accountant CC CARE LLC: Hires Development Specialists as Financial Advisor CHAPELDALE PROPERTIES: U.S. Trustee Unable to Appoint Committee CHARMING CHARLIE: Claims Bar Date Set for Feb. 19, 2018 CHARMING CHARLIE: Committee Hires Zolfo Cooper as Fin'l Advisor CLAYTON GENERAL: Gets Approval to Expand Scope of Dixon Services COBALT INT'L: Taps Ernst & Young as Auditor CORBETT-FRAME INC: Cash Collateral Use Through Jan. 31 Approved COTT CORP: Moody's Hikes Senior Unsecured Debt Rating to B1 CS360 TOWERS: Trustee's Sale of Sacramento Unit 104C for $149K OK'd DELCATH SYSTEMS: Amends Prospectus on 250 Million Stock Sale DELCATH SYSTEMS: Enters Into Debt-for-Equity Swap With Investor DEXTERA SURGICAL: Court Approves Assets Sale to Aesculap DREAM MOUNTAIN: Court Approves Agreement with DOJ Watchdog ENERGY VENTURES: Moody's Assigns B3 Corporate Family Rating ENUMERAL BIOMEDICAL: Case Summary & 16 Largest Unsecured Creditors ENVEN ENERGY: S&P Assigns 'B' Corp. Credit Rating, Outlook Stable EXCO RESOURCES: February 13 Stock Transfer Final Hearing FHH PROPERTIES: Hires De Leo Law as Counsel FIRST UNION BAPTIST: Hires The Legal Aid Society as Counsel FUNKYTOWNMALL.COM: Second Interim Cash Collateral Order Entered GEOSTELLAR INC: Case Summary & 20 Largest Unsecured Creditors HARD ROCK EXPLORATION: Trustee Hires Jackson Kelly as Counsel HARD ROCK EXPLORATION: Trustee Hires LS Associates as Consultant HARTFORD CITY: Moody's Affirms Caa3 GOULT Debt Rating HCA HEALTHCARE: Initiation of Dividend Credit Neg., Moody's Says HOVNANIAN ENTERPRISES: S&P Cuts CCR to 'SD' on Distressed Exchange IAN-K LLC: Hires Sumner Commercial as Real Estate Broker INLAND OASIS GROUP: U.S. Trustee Unable to Appoint Committee INTEGRITY MILLWORK: Hires Millington Glass as Special Counsel JOLIVETTE HAULING: Hires Hansen & Young Inc as Auctioneer K'NEX INDUSTRIES: To Be Sold to Stalking Horse, Got No Rival Bids KERRY NOBLE: Trustee Selling Five Mt. Pleasant Properties for $925K KIKO USA: Hires BMC Group as Administrative Agent KIKO USA: Hires Getzler Henrich as CRO KIKO USA: Hires Perkins Coie as General Bankruptcy Counsel KIKO USA: Hires Saul Ewing as Local Bankruptcy Counsel LIGNUS INC: Hires Kit J. Gardner as Counsel LIGNUS INC: U.S. Trustee Unable to Appoint Committee LINO-TECH INC: Hiring Bonanni to Sell Waretown, NJ Property LONGWOOD HOUSING: Moody's Rates $203MM Revenue Bonds Ba2 MEDONE HEALTHCARE: U.S. Trustee Unable to Appoint Committee MELBOURNE BEACH: Hires McIntyre Thanasides as Counsel N214FT LLC: Selling Dassault Mystere-Falcon 50 for $3.2 Million OAK RIDGE LOONEYS: Freeman Commercial Hired as Real Estate Broker OCEANEERING INT'L: Moody's Assigns Ba1 Sr. Unsecured Bonds Rating ORBITE TECHNOLOGIES: CCAA Stay Period Extended Until March 30 PARKWAY RADIOLOGY: Hires Kline Law as Counsel PATRICIA PRUITT: Transferring Norfolk Property to Creditor Colley PATRIOT NATIONAL: Files Chapter 11 to Facilitate Restructuring PENTHOUSE GLOBAL: U.S. Trustee Forms 5-Member Committee PES HOLDINGS: Taps Rust Consulting as Claims Agent PIN OAK: Agreement with DOJ Watchdog for Trustee Appointment OK'd PINPOINT WAREHOUSING: Taps Iron Horse as Appraisers POINT.360: Hires Daniel P. Hogan as Special Litigation Counsel PRIORIA ROBOTICS: Case Summary & Largest Unsecured Creditors PROPERTY REMODELING: Hires John F. Leaberry as Counsel PROSPECT MEDICAL: Moody's Lowers CFR to B2; Outlook Stable PROSPECT MEDICAL: S&P Affirms B Corp. Credit Rating, Outlook Stable PROTEA BIOSCIENCES: Hires Schneider Downs as Accountant PROTEA BIOSCIENCES: Sale of All Assets to Summit for $1.3M Approved PT BAKRIE TELECOM: Chapter 15 Case Summary QUANTUM WELLNESS: U.S. Trustee Unable to Appoint Committee RAND LOGISTICS: Case Summary & 20 Largest Unsecured Creditors RAND LOGISTICS: Files Chapter 11 to Implement AIP-Backed Plan RBW SD INC: U.S. Trustee Unable to Appoint Committee RDX TECHNOLOGIES: U.S. Trustee Unable to Appoint Committee ROCKPOINT GAS: Fitch Assigns First Time 'B-' IDR; Outlook Stable ROCKPOINT GAS: S&P Rates US$400MM Secured Notes Due 2023 'BB-' SALVADOR CORDERO: FHB Bid for Ch. 11 Trustee Appointment Granted SCOTTISH HOLDINGS: Case Summary & Top Unsecured Creditors SOLAT LLC: Hires NRC Realty & Capital as Real Estate Broker SOLID CONCRETE: Hires Markovitz Starkman as Accountant SRQ TAXI MANAGEMENT: Hires Houston Firm as Special Counsel SUPERVALU INC: Fitch Affirms 'B' Issuer Default Rating TAFF LLC: U.S. Trustee Unable to Appoint Committee TALEN ENERGY: S&P Alters Outlook to Stable & Affirms 'B+' ICR TECHNOLOGY WAY: Wants to Use Cash Collateral Through Jan. 16 THINK FINANCE: Seeks to Hire Ordinary Course Professionals THINK TRADING: Pasternack Associates Hired as Bookkeeper TOTAL COMM: Voluntary Chapter 11 Case Summary TRINITY 83 DEVELOPMENT: Seeks to Hire Momkus McCluskey as Counsel TSC/NESTER'S LANDING: U.S. Trustee Unable to Appoint Committee UNITED REFINING: S&P Affirms B+ Corp. Credit Rating, Outlook Stable VERNON PARK CHURCH: May Use HSB Cash Collateral Until April 30 VIVID SERVICE: Authorized to Use Cash Collateral on Interim Basis W. W. CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors WALTER INVESTMENT: Plan Effective Date Won't Occur Prior to Feb. 2 WESTERN DIGITAL: Fitch Affirms BB+ Rating on $2.5BB Unsec. Notes WESTERN DIGITAL: Moody's Hikes Sr. Unsecured Debt Rating From Ba2 WINDSOR MARKETING: Hires Zeisler & Zeisler as Counsel WIT'S END RANCH: Hiring KDR Commercial as Real Estate Broker WYNN RESORTS: S&P Alters Outlook to Neg on Allegations Against CEO XCELERATED LLC: Delays Plan to Complete Assets Sale [*] Shara Cornell Joins McDonald Hopkins's Chicago Office [^] Recent Small-Dollar & Individual Chapter 11 Filings ********* 111 BUSSE PARTNERS: Hires Weissberg as Special Counsel ------------------------------------------------------ 111 Busse Partners, LLC, seeks authority from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Weissberg and Associates, Ltd., as special counsel to the Debtor. 111 Busse Partners requires Weissberg to: (a) market and sale of the real property commonly known as 111 Busse Road, Mt. Prospect, Illinois; (b) counsel for RMWM Partners LLC in the action pending in the United States District Court for the Northern District of Illinois Eastern Division captioned as, Timbercreek Mortgage Servicing, Inc. v. RMWM Partners LLC, et al., case no. 1:17−cv−00610; and (c) work-out discussions among BC29, LLC, a secured party, RMWM Partners LLC, RMWM Investors LLC, 111 Busse Partners, LLC, 5629 Cermak LLC, SJI Partners LLC, and 6000 Touhy Partners LLC, relating to membership interests pledged by these companies to BC29 LLC, pursuant to loan agreements effective June 19, 2015, August 3 2015, August 26, 2015, and subsequent forbearance agreements. Weissberg will be paid at the hourly rate of $300 to $475. Pre-petition, the Debtor owed Weissberg the amount of $30,379. Weissberg will also be reimbursed for reasonable out-of-pocket expenses incurred. Ariel Weissberg, partner of Weissberg and Associates, Ltd., 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. Weissberg can be reached at: Ariel Weissberg, Esq. WEISSBERG AND ASSOCIATES, LTD. 401 South LaSalle, Suite 403 Chicago, IL 60605 Tel: (312) 663-0004 About 111 Busse Partners 111 Bruse Partners, LLC, filed as a Single Asset Real Estate whose principal assets are located at 111 E Busse Ave Mount Prospect, IL 60056-3250. 111 Busse Partners filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 18-00152) on Jan. 3, 2018. In the petition signed by Gus F. Dahleh, manager, the Debtor estimated both assets and liabilities at $1 million to $10 million. The case is assigned to Judge Carol A. Doyle. The Debtor's bankruptcy counsel is Karen J Porter, Esq., of Porter Law Network. The Debtor's special counsel is Weissberg and Associates, Ltd. A GREENER GLOBE: Trustee's Sale of Ballard Claims to Sheehan Okayed ------------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of California authorized Russell K. Burbank, the Chapter 11 trustee for A Greener Globe, to sell the claims held by the bankruptcy estate against Thomas E. Ballard, doing business as Geological Analytics, to Daniel G. Sheehan for one-third of any gross recovery from the Ballard Claims plus the subordination of the unsecured claims of Mr. Sheehan and Jacklyn C. Sheehan to all other general unsecured claims asserted against the Estate. A hearing on the Motion was held on Jan. 23, 2018 at 10:30 a.m. The provisions of Federal Rule of Bankruptcy Procedure 6004(h) are waived so that the Order will be effective and enforceable immediately upon entry. About A Greener Globe A Greener Globe is a California corporation qualified to do business as a non-profit public benefit corporation. Incorporated on Dec. 7, 1993, the Company was formed to operate recycling centers, provide educational materials and information on conservation and recycling, and provide employment for physically and mentally challenged individuals. A Greener Globe sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Cal. Case No. 16-21900) on March 28, 2016, estimating under $1 million in both assets and liabilities. The Debtor was represented by W. Steven Shumway, Esq. On June 14, 2015, the Court approved the Office of the U.S. Trustee's appointment of Russell K. Burbank as the Chapter 11 trustee. The Chapter 11 trustee tapped Felderstein Fitzgerald Willoughby & Pascuzzi LLP as legal counsel; Diepenbrock Elkin Gleason LLP as special counsel; Burr, Pilger Mayer Inc. as accountant; Wallace-Kuhl & Associates as environmental consultant; and Business Debt Solutions Inc. as loan broker. No official committee of unsecured creditors has been appointed in the case. A'GACI L.L.C.: Hires Haynes and Boone as Attorney ------------------------------------------------- A'GACI, L.L.C., seeks authority from the U.S. Bankruptcy Court for the Western District of Texas to employ Haynes and Boone, LLP, as attorney to the Debtor. A'GACI, L.L.C.requires Haynes and Boone to: a. advise the Debtor of its rights, powers, and duties as a debtor-in-possession under the Bankruptcy Code; b. perform all legal services for and on behalf of the Debtor that may be necessary or appropriate in the administration of the Chapter 11 Case and the Debtor's business; c. advise the Debtor concerning, and assisting in, the negotiation and documentation of financing agreements and debt restructurings; d. review the nature and validity of agreements relating to the Debtor's interests in real and personal property and advise the Debtor of its corresponding rights and obligations; e. advise the Debtor concerning preference, avoidance, recovery, or other actions that it may take to collect and to recover property for the benefit of the estate and its creditors, whether or not arising under Chapter 5 of the Bankruptcy Code; f. prepare on behalf of the Debtor all necessary and appropriate applications, motions, pleadings, draft orders, notices, schedules, and other documents and reviewing all financial and other reports to be filed in the Chapter 11 Case; g. advise the Debtor concerning, and preparing responses to, applications, motions, complaints, pleadings, notices, and other papers that may be filed and served in the Chapter 11 Case; h. counsel the Debtor in connection with the formulation, negotiation, and promulgation of a plan of reorganization or liquidation and related documents; i. work with and coordinate efforts among other professionals to attempt to preclude any duplication of effort among those professionals and to guide their efforts in the overall framework of Debtor's reorganization or liquidation; j. work with professionals retained by other parties-in- interest in the Chapter 11 Case to attempt to structure a consensual plan of reorganization, or other resolution for Debtor; and k. perform such additional legal services as may be required by the Debtor. Haynes and Boone will be paid at these hourly rates: Ian T. Peck, Partner $615 David Staab, Associate $370 Kim Morzak, Paralegal $300 Prior to the Petition Date, the Debtor paid to Haynes and Boone the sum of $225,000 as retainer. Haynes and Boone has been paid a total of $493,839 through the day prior to the Petition Date as compensation for services rendered and costs incurred for the one year period prior to the Petition Date, exclusive of the Retainer as defined below, including payments for legal services unrelated to the Chapter 11 Case. Haynes and Boone will also be reimbursed for reasonable out-of-pocket expenses incurred. Ian T. Peck, partner of Haynes and Boone, 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. Haynes and Boone can be reached at: Ian T. Peck, Esq. HAYNES AND BOONE LLP 2323 Victory Avenue, Suite 700 Dallas, TX 75219 Tel: (214) 651-5000 Fax: (214) 651-5940 E-mail: ian.peck@haynesboone.com About A'GACI, L.L.C. Founded in San Antonio, Texas, A'GACI, L.L.C. -- http://www.agacistore.com/-- is a fast-fashion retailer of women's apparel and accessories. A'GACI attracts young, fashion-driven consumers through its value-pricing and frequent introductions of new and trendy merchandise. The Debtor operates specialty apparel and footwear stores under the A'GACI banner as well as a direct-to-consumer business comprised of its e-commerce website http://www.agacistore.com/ Stores feature an assortment of tops, dresses, bottoms, jewelry, and accessories sold primarily under the Debtor's exclusive A'GACI label. In addition, the Debtor sells shoes under its sister brand labels of O'Shoes and Boutique Five. Boutique Five also comprises a portion of apparel and accessory merchandise. A'GACI, L.L.C., filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 18-50049), on Jan. 9, 2018. The petition was signed by David Won, manager/CMO. As of Nov. 25, 2017, the Debtor had $82 million in total assets and $62 million in total liabilities. The case is assigned to Judge Ronald B. King. Ian T. Peck, Esq. at Haynes and Boone, LLP, serves as the Debtor's bankruptcy counsel; Berkeley Research Group, LLC as its financial advisor; and SSG Advisors, LLC, as its investment bankers. Kurtzman Carson Consultants LLC, is the claims, noticing & balloting agent and maintains the site http://www.kccllc.net/agaci An official committee of unsecured creditors has yet to be appointed in this Chapter 11 Case. Further, no trustee or examiner has been requested or appointed in this Chapter 11 Case. AGAWAM HUNT: $6M Sale of All Assets to New Agawam and NC Approved ----------------------------------------------------------------- Judge Diane Finkle of the U.S. Bankruptcy Court for the District of Rhode Island authorized Agawam Hunt, LLC's sale of substantially all of the assets to New Agawam, LLC and The Nature Conservancy for $2 million in cash and up to $4 million credit bid. The sale is free and clear of all liens and interests of any kind or nature whatsoever, with all such interests of any kind or nature whatsoever, to attach to the net proceeds of the Sale. Pursuant to Sections 105(a) and 365 of the Bankruptcy Code, and subject to and conditioned upon Closing of the Sale, the Debtor's assumption and assignment to the Buyers, and the Buyers' assumption on the terms set forth in the Agreement, of the Assigned Contracts is approved, and the requirements Section 365(b)(l) of the Bankruptcy Code with respect thereto are deemed satisfied. The Debtor is authorized and directed in accordance with Sections 105(a) and 365 of the Bankruptcy Code to (a) assume and assign to the Buyer, effective upon Closing of the Sale, the Assigned Contracts free and clear of all interests of any kind or nature whatsoever; and (b) execute and deliver to the Buyer such documents or other instruments as may be necessary to assign and transfer the Assigned Contracts to the Buyer. All defaults or other obligations of the Debtor under the Assigned Contracts arising or accruing prior to Closing under the Agreement will be cured or caused to be cured pursuant to the Carve Out of Sale proceeds from the Buyer at Closing of the Sale or as soon thereafter as practicable, except as otherwise expressly provided in the Agreement. At Closing, pursuant to Section 7.02 of the Agreement, the net proceeds of Sale remaining, after payment of the funds pursuant to the Carve Out are made to Debtor, will be paid to New Agawam as secured creditor. After Closing, the Debtor, and its Estate will have no further liabilities or obligations with respect to any assumed liabilities and all holders of such claims are forever barred and estopped from asserting such claims against the Debtor, or its successors or assigns, its property, or its assets or estate. Agawam Hunt, LLC, filed for Chapter 11 bankruptcy protection (Bankr. D.R.I. Case No. 17-10056) on Jan. 13, 2017. Peter J. Furness, Esq., at Richardson, Harrington & Furness, serves as the Debtor's bankruptcy counsel. AKC ENTERPRISES: Case Summary & 12 Unsecured Creditors ------------------------------------------------------ Debtor: AKC Enterprises, Inc. dba Little Hills Winery dba Little Hills Restaurant dba Little Hills Wine Shop 710 S. Main Street Saint Charles, MO 63301 Business Description: AKC Enterprises, Inc., dba Little Hills Winery, dba Little Hills Restaurant, dba Little Hills Wine Shop is a locally owned and operated wine producer in Saint Charles, Missouri. Its wines are made from French/American Hybrids, German/American Hybrids and Native Missouri Grapes. The Company harvests grapes purchased from Missouri Grape Growers and some Illinois Grape Growers. It also produces its fruit wines from fruit purchased from local suppliers. The company now produces 16 to 18 wines depending on the time of year, designated and paired with its menu served at its restaurant. The Restaurant offers banquets, catering, and delivery (Grubgo.com) services. The Restaurant accommodates 300 persons on its terraces and 100 inside its building. The company's Little Hills Wine Shop is located at 710 S. Main Street, just two blocks South of the Restaurant. The Shop features Little Hills Wines and many other Missouri Made Wines. https://www.littlehillswinery.com/ Chapter 11 Petition Date: January 29, 2018 Case No.: 18-40472 Court: United States Bankruptcy Court Eastern District of Missouri (St. Louis) Debtor's Counsel: Thomas H. Riske, Esq. CARMODY MACDONALD P.C. 120 South Central Avenue, Suite 1800 Clayton, MO 63105 Tel: 314-854-8600 Fax: 314-854-8660 E-mail: thr@carmodymacdonald.com Total Assets: $1.20 million as of Nov. 30, 2017 Total Liabilities: $1.57 million as of Nov. 30, 2017 The petition was signed by David Campbell, president. A copy of the petition, along with a list of 12 unsecured creditors, is available for free at: http://bankrupt.com/misc/moeb18-40472.pdf AMAG PHARMACEUTICALS: S&P Lowers CCR to 'B', Outlook Stable ----------------------------------------------------------- Specialty pharmaceutical company AMAG Pharmaceuticals Inc. has announced its earnings guidance for 2018, indicating that revenue will be around $90 million lower and EBITDA around $50 million lower than our previous expectations due to anticipated entrance of generic competition to its key product, Makena. S&P Global Ratings lowered its corporate credit rating on AMAG Pharmaceuticals Inc. to 'B' from 'B+'. The outlook is stable. S&P said, "At the same time, we lowered our issue-level rating on AMAG's senior unsecured notes due 2023 to 'B+' from 'BB-'. The recovery rating on this debt remains '2', indicating our expectation for substantial (70%-90%; rounded estimate: 75%) recovery in the event of default. "In addition, we withdrew our issue-level and recovery ratings on AMAG's senior secured term loan, which was repaid in May 2017. "The downgrade reflects our expectation that the expiration of Makena's orphan drug status in February 2018 and anticipated subsequent entrance of generic competition will result in meaningfully lower EBITDA and cash flows and higher leverage than we previously projected. "The stable outlook reflects our expectation that the projected Makena auto-injector approval, the label expansion of Feraheme, and growth in other products in the portfolio will cushion the sales and EBITDA loss from Makena's orphan drug exclusivity expiration, resulting in leverage sustained below 7x and continued strong cash flow generation in excess of $60 million per year." AMERICAN GREETINGS: S&P Affirms 'BB-' CCR on Slow Debt Repayment ---------------------------------------------------------------- S&P Global Ratings affirmed all its ratings on Cleveland-based American Greetings Corp., including the 'BB-' corporate credit rating. The outlook is revised to negative from stable. The company had approximately $680 million reported debt outstanding as of Nov. 30, 2017 (about $990 million after adjusting for pensions and operating leases). S&P said, "The outlook revision to negative reflects leverage above our expectations for the 'BB-' rating and our opinion that it may not materially improve, depending on the degree to which the company prioritizes debt repayment over dividends to its controlling owners, the Weiss family. In addition, the company's top line remains pressured by lower sales volume, particularly in ancillary gift packaging and party goods, and foreign currency headwinds from a weaker British pound in the company's U.K. operations. While EBITDA is largely unchanged and in line with expectations as cost management offsets weaker sales, debt to EBITDA totaled 4.4x for the 12 months ended Nov. 30, 2017. This is above our expectations for improved leverage well below 4x following the company's refinancing last year, when it repaid its Holdco payment-in-kind (PIK) notes in a leverage-neutral transaction." The negative outlook reflects the likelihood that debt to EBIDTA will remain near 4x over the next year and not materially improve to below 4x until fiscal 2020. S&P said, "Although the company's top line is somewhat pressured given the mature nature of its end markets, we believe that EBITDA and improving free cash flows from lower capex will remain stable and largely predicable. Therefore, the company's financial policies and dividend policy will likely be the primary factor influencing our ratings. "We could consider lowering the ratings if the company does not prioritize debt repayment and instead opts to apply a portion of its cash flows to dividends, keeping debt to EBITDA well above 4x. We believe this could occur if the company only uses its free cash flow to repay mandatory amortization of about $15 million and applies the remainder of its expected annual free cash flow of about $25 million to dividends. "We could revise the outlook to stable if the company demonstrates a commitment to repay debt and improve debt to EBITDA well below 4x. Although not likely over the next year, we believe this could occur by fiscal 2020 year end if the company maintains stable EBITDA margins of about 12% while repaying $40 million or more in debt annually." ANDERSON SHUMAKER: May Continue Using Cash Collateral Until Feb. 9 ------------------------------------------------------------------ Judge Donald R. Cassling of the U.S. Bankruptcy Court for the Northern District of Illinois has entered a tenth interim order authorizing Anderson Shumaker Company to use the cash collateral of Associated Bank, N.A., solely for the period from the Petition Date through February 9, 2018. As of the Petition Date, the Debtor was indebted and liable to Associated Bank under the Bond and Loan Agreement, IRB Loan Agreement, Loan Agreement, Mortgage, AOR, Insurance Assignments, the Notes and all documents, instruments, and agreements related to or entered into in connection with the foregoing, in the aggregate principal amount of at least $11,086,103. As such, Associated Bank holds valid, duly perfected, first-priority liens upon and security interest in and to all of the cash of the Debtor derived from the Pre-petition liens. The authorized cash collateral will be maintained only in accounts with Associated Bank. The Debtor is authorized to maintain no more than $10,000 in its account with Forest Park and will immediately transfer any funds above that amount to the Debtor's operating account maintained with Associated Bank. The Debtor will continue to make monthly adequate protection payments of $38,000 to the lender in immediately available funds. The next monthly adequate protection payment is due on Nov. 24, 2017, and each successive monthly adequate protection payment is due on the 24th day of each month thereafter unless or until the monthly adequate payment is modified by court order or written agreement of the lender and the Debtor. Associated Bank will receive (i) a replacement lien in the prepetition collateral and in the post-petition property of the Debtor of the same nature and to the same extent and in the same priority it had in the prepetition collateral, and to the extent the liens and security interests extend to property pursuant to Section 552(b) of the U.S. Bankruptcy Code, and (ii) an additional continuing valid, binding, enforceable, non-avoidable, and automatically perfected post-petition security interest in and lien on all cash or cash equivalents. Associated Bank will be deemed to have an allowed superpriority adequate protection claim to the extent the adequate protection lien is not adequate to protect Associated Bank against the diminution in value of the prepetition collateral. A full-text copy of the Tenth Interim Order is available at: http://bankrupt.com/misc/ilnb17-05206-173.pdf About Anderson Shumaker Based in Chicago, Illinois, Anderson Shumaker Company provides open die forgings and custom forgings in various shapes and finishes using stainless steel, aluminum, carbon steel and various grades of alloy steel. Anderson Shumaker filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 17-05206) on Feb. 23, 2017. The petition was signed by Richard J. Tribble, its chief executive officer. At the time of filing, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. The case is assigned to Judge Donald R Cassling. Scott R. Clar, Esq., and Brian P. Welch, Esq. at Crane, Heyman, Simon, Welch & Clar serve as counsel to the Debtor. RSM US LLP and CFO Advise LLC serve as the Debtor's accountant and financial advisor, respectively. The Debtor hired Fort Dearborn Partners Inc. as its financial advisor. On March 9, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Freeborn & Peters LLP is the Committee's legal counsel. AP GAMING: Moody's Hikes CFR to B2 After IPO & Debt Reduction ------------------------------------------------------------- Moody's Investors Service upgraded AP Gaming I, LLC's Corporate Family Rating to B2 from B3. The company's $515 million senior secured term loan due 2024 and $30 million senior secured revolver due 2022 were affirmed at B2, and the company's Probability of Default Rating was affirmed at B3-PD. The Speculative Grade Liquidity Rating is SGL-2 and the rating outlook is stable. The upgrade of the Corporate Family Rating to B2 follows the company's successful initial public offering of common stock and the use of net proceeds to repay the company's existing senior PIK notes (unrated), of which $154 million was outstanding as of year-end. The repayment of the PIK notes results in a significant reduction in leverage to under 5.0x on a pro-forma basis, below Moody's previously stated upgrade trigger of 5.5x. The upgrade is further supported by the company's continued year over year growth in revenue and earnings driven by its growing installed base and equipment sales of electronic gaming machines. The proposed repricing of the company's term loan would also reduce cash interest expense for the company. Upgrades: Issuer: AP Gaming I, LLC -- Corporate Family Rating, Upgraded to B2 from B3 Outlook Actions: Issuer: AP Gaming I, LLC -- Outlook, Remains Stable Affirmations: Issuer: AP Gaming I, LLC -- Probability of Default Rating, Affirmed B3-PD -- Senior Secured Bank Credit Facility, Affirmed B2(LGD3) RATINGS RATIONALE AP Gaming's B2 Corporate Family Rating considers the company's pro-forma leverage of just under 5 times with the expectation the company will continue to delever, primarily through continued growth in earnings. The rating also considers AP Gaming's small size in terms of revenue and EBITDA, both as an absolute number and as compared to its peers. The rating is supported by the company's significant operating margins and recurring revenue profile along with its growing installed base and earnings. AP Gaming's geographic and customer concentration profile, while still elevated, continue to improve as a result of organic growth as well as several acquisitions, the largest being the acquisition of Cadillac Jack subsidiary from Amaya Gaming in May 2015. AP Gaming's Speculative Grade Liquidity rating of SGL-2 indicates good liquidity. Moody's expect AP Gaming's cash on hand and cash flow generation will be sufficient over the next 12 months to cover all debt service and capital expenditure needs. The company has access to a $30 million revolver which is expected to remain undrawn and matures in 2022. Moody's also expect the company will maintain good cushion under its maximum first lien net leverage ratio covenant. The stable rating outlook considers Moody's view that AP Gaming will use its free cash flow to invest in initiatives designed to grow earnings and expand the company's geographic footprint as opposed to absolute debt reduction. The stable outlook also reflects AP Gaming's high level of recurring revenue and multi-year contracts it has with customers, strong contract retention rates and good liquidity profile. Although unlikely in the near term, a higher rating could result if AP Gaming is able to grow its earnings and achieve and maintain leverage below 4 times debt/EBITDA while maintaining a good liquidity profile. A higher rating would also require continued reduction in both geographic and customer concentration, as well as an increase in scale. Ratings could be downgraded if AP Gaming's earnings or liquidity profile materially deteriorate for any reason. The rating could be lowered if the company's leverage were to increase to over 5.5x. AP Gaming is a designer and supplier of casino gaming products. The company's products are primarily sold into the Class II Native American market and Class III commercial gaming marketplace. The company's products include electronic gaming machines, tables games, as well as interactive social games available on mobile devices. Revenue reported for the last twelve month period ended September 30, 2017 was approximately $197 million. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. BCR EQUIPMENT: Proposes Sale of 2017 Peterbilt 337 Tow Truck ------------------------------------------------------------ BCR Equipment Rental, LLC, asks the U.S. Bankruptcy Court for the Northern District of Texas to authorize the sale of interest in its 2017 Peterbilt Model 337 Tow Truck, VIN# 2NP2HM6X5HM432040, and with an attached Jerr-Dan Wrecker Body with S/N 220010674. PACCAR Financial Corp. ("PFC") will be paid the total sum of $85,000 no later than Feb. 16, 2018 at 5:00 p.m. and after PFC's timely receipt of said $85,000 tender, PFC will then relinquish to the Debtor, the buyer, or its designee, possession, custody, and control of the Tow Truck and PFC will release its perfected security interest in the Tow Truck. There is no equity in the vehicle, therefore the Debtor's creditors, other than PFC, will not be interested in the transaction. About BCR Equipment Rental Based in Fort Worth, Texas, BCR Equipment Rental LLC filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 17-44202) on Oct. 14, 2017. The Debtor estimated both assets and liabilities to be less than $1 million. Craig Douglas Davis at Davis, Ermis & Roberts, P.C., is the Debtor's counsel. BEN BEATTY: Court Approves Amended Plan Outline ----------------------------------------------- Judge James J. Robinson of the U.S. Bankruptcy Court for the Northern District of Alabama approved the amended disclosure statement filed by Ben Beatty Custom Homes, LLC on Jan. 23, 2018. Acceptances or rejections of the Plan of Reorganization must be in writing and must be filed on or before Feb. 20, 2018. Any and all objections to confirmation of the Plan of Reorganization must be in writing and must be filed on or before Feb. 27, 2018. A hearing on confirmation of the Plan of Reorganization will be held in the Bankruptcy Courtroom, Room 113 of the Federal Building, 12th and Noble Streets, Anniston, Alabama 36201 on March 6, 2018 at 10:35 a.m. The amended plan outline asserts that the operating report for December 2017 shows gross income of $22,028 and expenses of $14,788.85. Mr. Beatty worked full time with a crew of independent contractors framing for Mr. Beatty’s brother. Income for 2018 is expected to be consistent with that for 2014-2016 based on the level of construction in the area and the number of jobs Mr. Beatty has recently turned down for both framing and new construction. The Debtor has the opportunity to continue to frame or build larger, more expensive homes, which many builders are unwilling to tackle due to the amount of time involved. The Bankruptcy Administrator assigned to the Debtor's case objected to the adequacy of the Debtor's Disclosure Statement, according to an entry in the court docket dated Jan. 4. A full-text copy of the Amended Disclosure Statement is available at: http://bankrupt.com/misc/alnb17-41009-11-81.pdf A full-text copy of the Plan is available at: http://bankrupt.com/misc/alnb17-41009-11-82.pdf About Ben Beatty Custom Homes LLC Beatty Custom Homes LLC filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ala. Case No. 17-41009) on May 31, 2017, listing under $100,000 in assets and under $500,000 in liabilities. Beatty Custom is in the residential building construction business. BENNELL STREET TRUST: Hires Stone & Baxter as Counsel ----------------------------------------------------- Bennell Street Trust Land Trust, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Middle District of Georgia to employ Stone & Baxter, LLP, as counsel to the Debtors. Bennell Street Trust requires Stone & Baxter to: a. give the Debtors legal advice with respect to the powers and duties of Debtors-in-Possession in the continued operation of the business and management of Debtors' properties; b. prepare on behalf of the Debtors, as Debtors-in-Possession, necessary applications, motions, answers, reports, and other legal papers; c. continue existing litigation, if any, to which Debtors-in- Possession may be a party and to conduct examinations incidental to the administration of their estates; d. take any and all necessary actions for the proper preservation and administration of Debtors' estates; e. assist the Debtors-in-Possession with the preparation and filing of their Statements of Financial Affairs and Schedules and Lists as are appropriate; f. take whatever actions are necessary with reference to the use by the Debtors of their property pledged as collateral, including cash collateral, and to preserve the same for the benefit of the Debtors and secured creditors in accordance with the requirements of the Bankruptcy Code; g. assert, as directed by the Debtors, all claims Debtors have against others; h. assist the Debtors in connection with claims for taxes made by governmental units; and i. perform all other legal services for Debtors as Debtors-in- Possession may deem necessary. Stone & Baxter will be paid at these hourly rates: Attorneys $220 to $505 Paralegals $135 Stone & Baxter will also be reimbursed for reasonable out-of-pocket expenses incurred. David L. Bury, Jr., partner of Stone & Baxter, 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 Debtors and their estates. Stone & Baxter can be reached at: David L. Bury, Jr., Esq. STONE & BAXTER, LLP 577 Mulberry Street, Suite 800 Macon, GA 31201 Tel: (478) 750-9898 Fax: (478) 750-9899 E-mail: dbury@stoneandbaxter.com email About Bennell Street Trust Land Trust Bennell Street Trust Land Trust, based in Winter Park, FL, filed a Chapter 11 petition (Bankr. M.D. Ga. Lead Case No. 18-50065) on Jan. 12, 2018. In the petitions signed byCaleb Walsh, trustee, the debtors Bennell Street Trust, Newberg Ave Community, Seminole Reserve, LLC, and Coffee County Community estimated $100,000 to $500,000 in both assets and liabilities; Ware County Community, and Grand Port Foundation, estimated $1 million to $10 million in both assets and liabilities. David L. Bury, Jr., Esq., at Stone & Baxter, LLP, serves as bankruptcy counsel. BERRY PETROLEUM: S&P Assigns B Corp. Credit Rating, Outlook Stable ------------------------------------------------------------------ U.S. oil and gas exploration and production (E&P) company Berry Petroleum Company LLC, a wholly owned subsidiary of Berry Petroleum Corporation, intends to issue $350 million of senior unsecured notes to pay down borrowing under its revolving credit facility and for general corporate purposes. S&P Global Ratings assigned its 'B' corporate credit rating to Bakersfield, Calif.-based Berry Petroleum Corporation and its subsidiary Berry Petroleum Company LLC. The outlook is stable. S&P said, "At the same time, we assigned our 'B+' issue rating (one notch above the corporate credit rating) to Berry's proposed $350 million senior unsecured notes due 2026. The recovery rating is '2', indicating our expectation of substantial (70% to 90%; rounded estimate: 85%) recovery in the event of a payment default. "Our rating on Berry reflects its participation in the cyclical and capital-intensive oil and gas E&P industry, relatively small proven reserve and production base, limited geographic diversity, and slightly elevated operating costs. These factors are offset by a high proportion of oil in reserves and production, a commodity that typically commands higher margins than natural gas, and assets in mature basins that benefit from shallower natural production declines and lower finding and development costs than shale plays. We expect Berry to modestly increase production organically, while keeping debt to EBITDA at about 2x over the next two years. "The stable outlook reflects our view that Berry Petroleum Co. will have modest growth in production and reserves while maintaining FFO/debt of at least 25% and debt/EBITDA of about 2x under our current commodity price assumptions, barring any debt-financed acquisitions or other leveraging transactions. "We could lower the rating if we expected FFO/debt to fall below 12% or debt/EBITDA to exceed 5x on a sustained basis with no near-term remedy. This could occur if commodity prices were to significantly weaken or the company made debt-financed acquisitions or other leveraging transactions. "We could raise the rating on Berry if the company were to improve its operational performance such that the scale of its production and reserves were more consistent with higher-rated peers, while maintaining adequate liquidity and debt to EBITDA below 5x." BESTWALL LLC: Asbestos Committee Taps Dr. Peterson as Consultant ---------------------------------------------------------------- Bankruptcy Judge Laura T. Beyer of the U.S. Bankruptcy Court for the Western District of North Carolina entered an order granting the application of the Official Committee of Asbestos Claimants of Bestwall LLC to retain Legal Analysis Systems, Inc. as asbestos consultants in Bestwall's case. On Nov. 16, 2017, the Bankruptcy Court entered its order appointing the Committee. The Committee is composed of individuals suffering with mesothelioma, an always fatal form of asbestos-related cancer, and the families of individuals who have died as a result of mesothelioma. The Committee requires a consultant on asbestos liabilities and has determined to employ LAS' principal, Mark A. Peterson, Ph.D. LAS has extensive experience in providing expert consultation and advice estimating liabilities and has an excellent reputation for the services it has rendered in other chapter 11 asbestos-related cases throughout the country. LAS has performed and will continue to perform for the Committee include, but are not limited to: (a) development of oversight methods and procedures so as to enable the Committee to fulfill its responsibilities of reviewing and analyzing any proposed disclosure statement, plan, and other similar documents in this reorganization proceeding; (b) review and analyses of the Debtor's asbestos claims database and related information concerning the Georgia-Pacific Asbestos Claims and review and analysis of the resolution of various Georgia-Pacific Asbestos Claims; (c) estimation of the present and future Georgia-Pacific Asbestos Liability; (d) quantitative analyses of alternative claims resolution procedures including estimation of payments that would be made to various types of Georgia Pacific Asbestos Claims under those alternatives and development of cash flow analysis of an asbestos compensation trust under alternative procedures; (e) evaluation of reports and opinions of experts and consultants retained by other parties-in-interest to the bankruptcy proceeding; (f) evaluations and analyses of proposed proofs of claims, bar dates, discovery and other information and sources of information obtained in the bankruptcy case, and analyses of data from proofs of claim and other information and forms concerning Georgia-Pacific Asbestos Claims; (g) quantitative analyses of other matters related to the Georgia-Pacific Asbestos Claims as may be requested by the Committee; and (h) testimony on such matters as is required by the Committee. The Debtor was formed on July 31, 2017 as part of corporate transaction accomplished by Georgia-Pacific, LLC f/k/a Georgia-Pacific Corporation ("Old GP"). As a result of this transaction, the Debtor assumed liability for all of Old GP's asbestos claims -- Georgia-Pacific Asbestos Claims -- and liabilities -- Georgia-Pacific Asbestos Liabilities. The Committee has selected Dr. Peterson and LAS based upon their extensive experience and knowledge with respect to asbestos-related claims analysis and valuation. Dr. Peterson provided or is currently providing consulting and expert testimony services in the bankruptcies of the Babcock & Wilcox Company, Owens Corning Corporation, Pittsburgh Corning Corporation, Armstrong World Industries, Inc., Burns & Roe Enterprises, Inc., G-I Holdings Inc., W.R. Grace & Company, United States Gypsum Corporation, Dow Corning, Raytech Corporation, Full-Austin Insulation Company, H.K. Porter Company, Inc., Motors Liquidation Company (f/k/a General Motors Corporation), Garlock Sealing Technologies LLC, Durabla Manufacturing Company, Specialty Products Holding Corp., The Budd Company, Inc., Hercules Chemical Company, Inc. and numerous additional Chapter 11 restructurings. He has also provided consultant services to numerous asbestos trusts, including the Manville Trust, UNR Asbestos Disease Claimants Trust, National Gypsum Trust, Fibreboard Interim Trust, Eagle-Picher Asbestos Trust, Celotex and Carey Canada Trust, H. K. Porter Trust, Fuller-Austin Settlement Trust, Keene Asbestos Claimants Trust, Raytech Trust, E.J. Bartels Trust, Wallace and Gale Trust, Shook and Fletcher Trust, Western Asbestos Trust (MacArthur), Porter Hayden Trust, Combustion Engineering Trust, C.E. Thurston Trust, J.T. Thorpe Trust, ARTRA Trust, and API Trust. LAS has agreed to be retained by the Committee on an hourly basis in exchange for payment of its fees at its normal rates (which may be adjusted periodically) and reimbursement of all reasonable out-of-pocket expenses (subject to the Court's approval) in as follows: Mark A. Peterson $800 Daniel Relles (Statistician) $540 Pat Ebener (Survey Research Specialist) $335 This listing is not exclusive, and other professionals at LAS may also perform services for the Committee. Mr. Peterson tells the Court that all of LAS' fees and expenses in this case will be subject to approval of the Court upon submission of proper application by LAS in accordance with Sections 330 and 331 of the Bankruptcy Code, Rule 2016 of the Federal Rules of Bankruptcy Procedure, the Local Bankruptcy Rules, and the Guidelines for Compensation and Expense Reimbursement of Professionals issued by the Court. Mr. Peterson attests that (a) LAS is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code, (b) LAS does not represent any person or entity having an interest adverse to the Committee in connection with this Chapter 11 Case, (c) LAS does not hold or represent an interest adverse to the interests of the Debtor's estate with respect to matters on which LAS is employed, (d) LAS has no connection to the Debtor, its creditors, or any other party in interest except as disclosed in Mr. Peterson's Declaration, and (e) the retention and employment of LAS as a consultant to and expert for the Committee, is reasonable, necessary and appropriate. Counsel for the Official Committee of Asbestos Claimants of Bestwall LLC: Glenn C. Thompson, Esq. HAMILTON STEPHENS STEELE + MARTIN, PLLC 525 North Tryon Street, Suite 1400 Charlotte, North Carolina 28202 Telephone: (704) 344-1117 Facsimile: (704) 344-1483 E-mail: gthompson@lawhssm.com - and - Judy D. Thompson, Esq. Linda W. Simpson, Esq. JD THOMPSON LAW Post Office Box 33127 Charlotte, North Carolina 28233 Telephone: (828) 749-1865 E-mail: jdt@jdthompsonlaw.com LWS@JDThompsonLaw.com - and - Natalie D. Ramsey, Esq. Mark A. Fink, Esq. MONTGOMERY McCRACKEN WALKER & RHOADS, LLP 1105 North Market Street, Suite 1500 Wilmington, DE 19801 Telephone: (302) 504-7800 Facsimile: (302) 504-7820 E-mail: nramsey@mmwr.com About Bestwall LLC Bestwall LLC -- http://www.Bestwall.com/-- was created in an internal corporate restructuring and now holds asbestos liabilities. Bestwall's asbestos liabilities relate primarily to joint systems products manufactured by Bestwall Gypsum Company, a company acquired by Georgia-Pacific in 1965. The former Bestwall Gypsum entity manufactured joint compounds containing small amounts of chrysotile asbestos; the manufacture of these asbestos-containing products ceased in 1977. Bestwall's non-debtor subsidiary, GP Industrial Plasters LLC, ("PlasterCo"), develops, manufactures, sells and distributes gypsum plaster products, including gypsum floor underlayment, industrial plaster, metal casting plaster, industrial tooling plaster, dental plaster, medical plaster, arts and crafts plaster, pottery plaster and general purpose plaster. Bestwall LLC sought Chapter 11 protection (Bankr. W.D.N.C. Case No. 17-31795) on Nov. 2, 2017. The Debtor estimated assets and debt of $500 million to $1 billion. It has no funded indebtedness. The Hon. Laura T. Beyer is the case judge. The Debtor tapped Jones Day as general bankruptcy counsel; Robinson, Bradshaw & Hinson, P.A., as local counsel; Schachter Harris, LLP as special litigation counsel for medicine science issues; King & Spalding as special counsel for asbestos matters; and Bates White, LLC, as asbestos consultants. Donlin Recano LLC is the claims and noticing agent. On Nov. 8, 2017, the U.S. bankruptcy administrator appointed an official committee of asbestos claimants in the Debtor's case. The committee hired Montgomery McCracken Walker & Rhoads LLP as its legal counsel. The asbestos committee tapped Hamilton Stephens Steele + Martin, PLLC and JD Thompson Law as local counsel; and Legal Analysis Systems, Inc. as asbestos consultants. BRUGNARA PROPERTIES: Ch. 11 Trustee Hires Dentons US as Counsel --------------------------------------------------------------- Janina M. Hoskins, the Ch. 11 Trustee of Brugnara Properties VI, seeks authority from the U.S. Bankruptcy Court for the Northern District of California to employ Dentons US LLP, as counsel to the Trustee. The Trustee requires Dentons US to: (a) assist and advise the Trustee with respect to her duties under Section 1106(a) of the Bankruptcy Code; (b) assist and advise the Trustee regarding cash collateral issues; (c) assist and advise the Trustee in converting the case to a proceeding under Chapter 7 of the Bankruptcy Code; (d) advise and assist the Trustee regarding any lawsuits which are being prosecuted by or against the Debtor; (e) assist and advise the Trustee on legal aspects involved in the investigation, collection and liquidation of potential assets of the estate; (f) assist and advise the Trustee regarding any transfers which may be avoidable under the provisions of the Bankruptcy Code; (g) represent the Trustee in litigation she determines is necessary; (h) assist the Trustee in the objection to claims; and (i) attend Court hearings as necessary. Dentons US will be paid at these hourly rates: Andrew S. Azarmi $500 Michael A. Isaacs $575 Dentons US will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael A. Isaacs, partner of Dentons US LLP, 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. Dentons US can be reached at: Michael A. Isaacs, Esq. DENTONS US LLP One Market Plaza, Spear Tower, 24th Floor San Francisco, California 94105-1101 Tel: (415) 267-4000 Fax: (415) 267-4198 About Brugnara Properties VI Brugnara Properties VI, a company San Francisco, California, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 17-30501) on May 22, 2017. In the petition signed by Katherine Brugnara, president, the Debtor estimated assets and liabilities of $10 million to $50 million. Judge Hannah L. Blumenstiel presides over the case. On Sept. 17, 2010, the Debtor sought bankruptcy protection (Bankr. N.D. Cal. Case No. 10-33637), which case was converted to a Chapter 7 liquidation. The Debtor filed another Chapter 11 case on Dec. 31, 2014 (Bankr. N.D. Cal. Case No. 14-31867), which has been dismissed by a judge. Ruth Elin Auerbach, Esq., who has an office in San Francisco, California serves as the Debtor's legal counsel. Janina M. Hoskins was appointed as the Chapter 11 Trustee of Brugnara Properties VI. The Trustee hires Dentons US LLP, as counsel. CAPE ATLANTIC: Seeks to Hire Friedman LLP as Accountant ------------------------------------------------------- Cape Atlantic Dental Associates, PC, asks the U.S. Bankruptcy Court for the District of New Jersey for approval to employ John J. O'Donnell and the firm of Friedman LLP as its accountant. Cape Atlantic needs Friedman LLP to provide these services: -- investigation of the financial affairs of Debtor and related parties; -- preparation of all necessary State and Federal tax and information returns; and -- performance of other customary services for the proper administration of this case. "The professional has been selected because: They are duly licensed as a certified public accountant. Said accountant has the skills and experience needed to perform the services required for proper administration of this Estate," Cape Atlantic says. Cape Atlantic disclosed that the firm received a $10,000.00 retainer. Compensation based upon normal and usual hourly billing rates, subject to annual adjustment: Partner: $325 - $375 Senior Manager/Manager: $210 - $300 Senior Accountant: $140 - $190 Junior Accountant: $65 - $1,300 The firm attests that it is a disinterested person under 11 U.S.C. Sec. 101(14); and does not represent or hold any interest adverse to the debtor or the estate with respect to the matter for which he/she will be retained under 11 U.S.C. Sec. 327(e). About Cape Atlantic Dental Associates Cape Atlantic Dental Associates, PC, owns and operates a dental practice in Pleasantville, New Jersey, and Egg Harbor City, New Jersey. Cape Atlantic Dental Associates filed a Chapter 11 petition (Bankr. D.N.J. Case No. 18-10844) on Jan. 15, 2018, listing under $1 million in both assets and liabilities. John R. Jones, president, signed the petition. The Debtor is represented by Scott M. Zauber, Esq., and Margaret A. Holland, Esq., at Subranni Zauber LLC. CC CARE LLC: Hires Development Specialists as Financial Advisor --------------------------------------------------------------- CC Care, LLC, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Development Specialists, Inc., as financial advisor to the Debtors. CC Care, LLC, requires Development Specialists to: a. assist the Debtors in the preparation of: i. updated postings to the PointClickCare accounting system; ii. budgets of weekly cash flows in support of use of Cash Collateral; iii. variance reporting of actual weekly cash flows compared to budgets; iv. monthly operating reports; v. financial projections in support of a Plan of Reorganization; vi. other tasks as may be agreed to by the firm and directed by the Debtors. b. coordinate the production of documents and dissemination of information to the lenders and the Committee. Development Specialists will be paid at these hourly rates: Patrick J. O'Malley $635 Shelly L. Cuff $325 Kevin M. Byers $275 Adam L. Rhum $230 Taylor F. Caruso $230 Development Specialists is subject to a fee cap of $15,000 per month. Development Specialists will also be reimbursed for reasonable out-of-pocket expenses incurred. Patrick J. O'Malley, senior managing director of Development Specialists, Inc., 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. Development Specialists can be reached at: Patrick J. O'Malley DEVELOPMENT SPECIALISTS, INC. 70 West Madison Street, Suite 2300 Chicago, IL 60602 Tel: (312) 263-4141 About CC Care, LLC CC Care, LLC, and its affiliates are Delaware limited liability companies owned by JLM Financial Healthcare, LP, that operate long-term care facilities that provide nursing, healthcare, therapeutic and social services to the chronically ill with a diagnosis of mental illness. The operating entities own these nursing care facilities: Entity Facility Name/Location ------ ---------------------- CC Care Community Care Center, Chicago, Illinois BT Care Bourbonnais Terrace Nursing Home, Bourbonnais, Ill. CT Care Crestwood Terrace Nursing Center, Crestwood, Ill. FT Care Frankfort Terrace Nursing Center, Frankfort, Ill. JT Care Joliet Terrace Nursing Center, Joliet, Illinois KT Care Kankakee Terrance Nursing Center, Bourbonnais, Ill. SV Care Southview Manor, Chicago, Illinois TN Care Terrace Nursing Home, Waukegan, Illinois WCT Care West Chicago Terrace Nursing Home, West Chicago, Ill. On Oct. 30, 2017, Chapter 11 bankruptcy petitions were filed by CC Care, LLC, doing business as Community Care Center (Bankr. N.D. Ill. Lead Case No. 17-32406), and BT Bourbonnais Care, LLC, doing business as Bourbonnais Terrace Nursing Home (Case No. 17-32411), CT Care, LLC (17-32417), FT Care, LLC (17-32423), JT Care, LLC (17-32425), KT Care, LLC (17-32427), SV Care, LLC (17-32430), TN Care, LLC (17-32429), WCT Care, LLC (17-32433), JLM Financial Healthcare, LP (17-32421). Patrick Laffey, their manager and designated representative, signed the petitions. The cases are jointly administered under Case No. 17-32406 and assigned to Judge Janet S. Baer. At the time of filing, CC Care estimated $1 million to $10 million in assets and liabilities. The Debtors' counsel is Burke Warren Mackay & Serritella P.C. Development Specialists, Inc., is the financial advisor. On Nov. 27, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. CHAPELDALE PROPERTIES: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Chapeldale Properties LLC as of Jan. 30, according to a court docket. About Chapeldale Properties LLC Chapeldale Properties LLC was incorporated in Maryland in 1998. Its principal assets are located in Baltimore County. Chapeldale Properties sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 17-26995) on Dec. 21, 2017. Ronald Talbert, its manager, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $500,000 and liabilities of $1 million to $10 million. Judge David E. Rice presides over the case. Pending bankruptcy cases filed by affiliates: Debtor Petition Date Case No. ------ ------------- -------- College Park Investments, LLC 9/22/17 17-22678 Stein Properties, Inc. 9/22/17 17-22680 TSC/Green Acres Road, LLC 11/28/17 17-25912 TSC/JMJ Snowden River South, LLC 10/23/17 17-24510 TSC/Nesters Landing, LLC 11/28/17 17-25913 David W. Cohen, Esq., at the Law Office of David W. Cohen serves as the Debtors' legal counsel. CHARMING CHARLIE: Claims Bar Date Set for Feb. 19, 2018 ------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware set Feb. 19, 2018, at 5:00 p.m. (prevailing Eastern Time) as the last date and time for persons or entities who have a claim or potential claim against Charming Charlie Holdings Inc. and its debtor-affiliates. The Court also set June 9, 2018, at 5:00 p.m. (prevailing Eastern Time) as deadline for governmental units to file a claim against the Debtors. Each proof of claim must be filed, including supporting documentation, so as to be actually received by the Debtors' notice and claims agent, Rust Consulting/Omni Bankruptcy, at: Charming Charlie Holdings Inc. et al. Claims Processing Rust Consulting/Omni Bankruptcy 5955 De Soto Avenue, Suite 100 Woodlands Hills, CA 91367 About Charming Charlie Holdings Charming Charlie -- http://www.CharmingCharlie.com/-- is a Houston-based specialty retailer focused on fashion jewelry, handbags, apparel, gifts and beauty products. Charming Charlie Holdings Inc. and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 17-12906) on Dec. 11, 2017. At the time of filing, the Company operated more than 375 stores in the United States and Canada. Charming Charlie estimated assets of $50 million to $100 million and debt of $100 million to $500 million. Kirkland & Ellis LLP is serving as the Company's legal counsel, AlixPartners LLP is serving as its restructuring advisor and Guggenheim Securities, LLC is serving as its investment banker. Klehr Harrison Harvey Branzburg LLP is the Company's local counsel. Rust Consulting/OMNI Bankruptcy is the claims and noticing agent. Joele Frank, Wilkinson Brimmer Katcher is the Company's communications consultant. A&G Realty Partners, LLC's the Company's real estate advisors. Hilco Merchant Resources LLC is the Company's exclusive agent. CHARMING CHARLIE: Committee Hires Zolfo Cooper as Fin'l Advisor --------------------------------------------------------------- The Official Committee of Unsecured Creditors of Charming Charlie Holdings Inc., seeks authorization from the U.S. Bankruptcy Court for the District of Delaware to retain Zolfo Cooper, LLC, as financial advisor to the Committee. The Committee requires Zolfo Cooper to: (a) advise the Committee regarding the disposition of the Debtors' assets; (b) monitor the Debtors' cash flow and operating performance, including: (i) compare actual financial and operating results to plans; (ii) evaluate the adequacy of financial and operating controls; (iii) track the status of the Debtors' progress relative to developing and implementing programs such as preparation of a business plan, identifying and dispose of non-productive assets, and other such activities; (iv) prepare periodic presentations to the Committee summarizing findings and observations resulting from the firm's monitoring activities; (c) analyze and comment on operating and cash flow projections, business plans, operating results, financial statements, other documents and information provided by the Debtors or their professionals, and other information and data pursuant to the Committee's request; (d) advise the Committee concerning interfacing with the Debtors, other constituencies and their respective professionals; (e) prepare for and attend meetings of the Committee and subcommittees thereof; (f) analyze claims and perform investigations of potential preferential transfers, fraudulent conveyances, related- party transactions and such other transactions as may be requested by the Committee; (g) analyze and advise the Committee about the Debtors' proposed plan of reorganization and the underlying business plan, including the related assumptions and rationale; and (h) provide other services as requested by the Committee. Zolfo Cooper will be paid at these hourly rates: Managing Directors $850 to $1,035 Professional Staff $320 to $850 Support Personnel $70 to $300 Zolfo Cooper will also be reimbursed for reasonable out-of-pocket expenses incurred. David MacGreevey, managing director of Zolfo Cooper, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtors; (b) has not been, within two years before the date of the filing of the Debtors' chapter 11 petition, directors, officers or employees of the Debtors; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. Zolfo Cooper can be reached at: David MacGreevey ZOLFO COOPER, LLC 5 Becker Farm Road, 4th Floor Roseland, NJ 07068 Tel: (973) 618-5000 Fax: (973) 618-9430 About Charming Charlie Holdings Inc. Charming Charlie Holdings, Inc. -- http://www.CharmingCharlie.com/ -- is a Houston-based specialty retailer focused on fashion jewelry, handbags, apparel, gifts and beauty products. Charming Charlie Holdings Inc. and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 17-12906) on Dec. 11, 2017. At the time of filing, the Company operated more than 375 stores in the United States and Canada. Charming Charlie estimated assets of $50 million to $100 million and debt of $100 million to $500 million. Kirkland & Ellis LLP is serving as the Company's legal counsel, AlixPartners LLP is serving as its restructuring advisor and Guggenheim Securities, LLC, is serving as its investment banker. Klehr Harrison Harvey Branzburg LLP is the Company's local counsel. Rust Consulting/OMNI Bankruptcy is the claims and noticing agent. Joele Frank, Wilkinson Brimmer Katcher is the Company's communications consultant. A&G Realty Partners, LLC's the Company's real estate advisors. Hilco Merchant Resources LLC is the Company's exclusive agent. On Dec. 19, 2017, the Office of U.S. Trustee for the District of Delaware appointed the Official Committee of Unsecured Creditors of Charming Charlie Holdings Inc. The Committee hired Zolfo Cooper, LLC, as financial advisor. CLAYTON GENERAL: Gets Approval to Expand Scope of Dixon Services ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Georgia authorized Dixon Hughes Goodman LLP to provide additional services to Clayton General, Inc., formerly known as Southern Regional Health System Inc., and its affiliates. Dixon Hughes, the Debtors' accountant, will prepare and file state and federal tax returns for tax year 2016 for the Debtors. The firm will be paid a flat fee of $14,700 for the additional services, according to court filings. About Clayton General Clayton General, Inc., f/k/a Southern Regional Health System, Inc., d/b/a Southern Regional Medical Center, et al., a 331-licensed bed full-service hospital located in Riverdale, Georgia. Managed by Emory Healthcare, Inc., the hospital serves residents throughout the region south of Atlanta. As a leader in neurologic, heart & vascular, bariatric, and women's healthcare services, Southern Regional's medical staff is comprise of more than 480 physicians that blend their passion for healing with advanced technology to offer the latest procedures and treatments. Southern Regional and its subsidiaries sought Chapter 11 protection (Bankr. N.D. Ga. Case No. 15-64266) on July 30, 2015, in Atlanta, Georgia. Southern Regional disclosed total assets of $41,996,075 and total liabilities of $42,884,499. The Debtors' secured creditors are Gemino Healthcare Finance, LLC, and U.S. Foods, Inc. Gemino claims to be owed in excess of $10 million, while U.S. Foods has a $60,000 claim. The cases are assigned to Judge Wendy L. Hagenau. The Debtors tapped Scroggins & Williamson, P.C., as bankruptcy attorneys; Nelson Mulins Riley & Scarborough LLP as outside general counsel; GGG Partners, LLC as financial advisor; Alvarez & Marsal Healthcare Industry Group, LLC as litigation consultant; and Kurtzman Carson Consultants LLC as claims and balloting agent. James Adams is the Debtors' chief executive officer. The Official Committee of Unsecured Creditors tapped Lamberth, Cifelli, Ellis & Nason, P.A. and Pepper Hamilton, LLP, as attorneys. PricewaterhouseCoopers LLP serves as its financial advisor. COBALT INT'L: Taps Ernst & Young as Auditor ------------------------------------------- Cobalt International Energy, Inc., seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Ernst & Young LLP as its auditor. The firm will audit and report on the consolidated financial statements for Cobalt International for the year ended December 31, 2017; audit and report on the effectiveness of its internal control over financial reporting as of December 31, 2017; and review the unaudited interim financial information for the company before it files its Form 10-Q.3. Ernst & Young estimates that its fees for the audit services will be approximately $1,545,000, of which $1,390,500 has been paid through December 14, 2017. The firm has also agreed to provide additional services to Cobalt International and its affiliates during their Chapter 11 cases, which include research and accounting consultations and services associated with their reorganization. The hourly rates for these services are: Partner $851 - $1,133 Executive Director $803 - $1,074 Senior Manager $710 - $1,012 Manager $626 - $881 Senior $444 - $726 Staff $241 - $460 Brad Farber, a partner at Ernst & Young, disclosed in a court filing that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. Ernst & Young can be reached through: Brad A. Farber Ernst & Young LLP 5 Houston Center 1401 McKinney Street, Suite 1200 Houston, TX 77010 Phone: +1 713 750 1500 Fax: +1 713 750 1501 About Cobalt International Cobalt International Energy -- http://www.cobaltintl.com-- is an independent exploration and production company active in the deepwater U.S. Gulf of Mexico and offshore West Africa. Cobalt was formed in 2005 and is headquartered in Houston, Texas. Cobalt International Energy, Inc., and five of its subsidiaries filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 17-36709) on Dec. 14, 2017. David D. Powell, chief financial officer, signed the petitions. The Debtors reported total assets of $1.69 billion and total debt of $3.16 billion as of Sept. 30, 2017. The Debtors tapped Zack A. Clement PLLC as local bankruptcy counsel; Kirkland & Ellis LLP and Kirkland & Ellis International LLP as general bankruptcy counsel; Houlihan Lokey Capital, Inc., as financial advisor and investment banker; and Kurtzman Carson Consultants LLC as claims and noticing agent. An official committee of unsecured creditors was appointed in the Debtors' cases. The Committee is represented by Pachulski Stang Ziehl & Jones LLP. CORBETT-FRAME INC: Cash Collateral Use Through Jan. 31 Approved --------------------------------------------------------------- Judge Gregory R. Schaaf of the U.S. Bankruptcy Court for the Eastern District of Kentucky has signed an order authorizing Corbett-Frame, Inc. authorization to use cash collateral only in accordance with the Interim Order from January 1, 2018 through January 31, 2018. The Debtor may use Cash Collateral to pay those items designated in the budget attached to the Motion. US Bank and David Yurman are each granted with replacement lien, of the same type of property/collateral as existed prepetition, subject only to any valid and enforceable, perfected, and non-avoidable liens of other secured creditors as indicated in previous orders. In addition, the Debtor will continue to account for all cash use, and the proposed cash use as set forth in the Budget is being incurred primarily to preserve property of the Estate. The Debtor will make the adequate protection payments to US Bank asset forth on the Budget on or before January 25, 2018. The Order will be final without further hearing if no objections are filed within fourteen days of entry. A full-text copy of the Order is available at: http://bankrupt.com/misc/kyeb17-51607-79.pdf About Corbett-Frame Corbett-Frame, Inc., dba Corbett-Frame Jewelers, owns a jewelry store in Lexington, Kentucky, offering contemporary designer collections & customized pieces. The Company is a small business debtor as defined in 11 U.S.C. Section 101(51D). Corbett-Frame filed a Chapter 11 petition (Bankr. E.D. Ky. Case No. 17-51607) on Aug. 9, 2017. Jennifer Lykins, its president, signed the petition. At the time of filing, the Debtor estimated its assets and liabilities at between $1 million and $10 million. The case is assigned to Judge Gregory R. Schaaf. The Debtor is represented by Jamie L. Harris, Esq., at the Delcotto Law Group PLLC. No trustee or examiner has been appointed in this Chapter 11 case, and no creditors' committee or other official committee has been appointed. COTT CORP: Moody's Hikes Senior Unsecured Debt Rating to B1 ----------------------------------------------------------- Moody's Investors Service upgraded Cott Corporation's senior unsecured debt ratings to B1 from B2, and affirmed Cott's B1 Corporate Family Rating and B1-PD Probability of Default rating. Moody's also upgraded Cott's Speculative Grade Liquidity rating to SGL-1 from SGL-2. This follows the close of the transaction in which Cott sold its traditional beverage manufacturing business to Refresco Group N.V. (Ba3 Corporate Family Rating, ratings under review for a possible downgrade) for $1.25 billion. The upgrade of Cott's senior unsecured debt instrument ratings to B1 from B2 reflects the instruments' improved position in the capital structure following the repayment of the former DS Services of America, Inc's (DSSA) $250 million senior secured second lien notes and the downsizing of Cott's ABL facility to $250 million from $500 million. The lower amount of secured debt ranking ahead of the unsecured means that there is better coverage than before for the unsecured debt, which is now structurally subordinate to only the $250 million ABL. The upgrade of Cott's Speculative Grade Liquidity rating to SGL-1 from SGL-2 reflects Moody's expectation that Cott will maintain sizable cash balances of over $200 million and generate positive free cash flow over the next twelve months. RATINGS RATIONALE Cott's B1 Corporate Family Rating reflects Moody's expectation that adjusted pro-forma debt/EBITDA will be approximately 4.4x following the divestiture of its traditional beverage manufacturing business, modestly lower than pre-divestiture leverage which has been closer to 5 times pro-forma for acquisitions. While Cott's scale will be smaller post-divestiture of its $1.7 billion revenue traditional beverage manufacturing business, the remaining company will have better potential for revenue growth, an improved margin profile, less customer concentration and a good liquidity profile. Cott will retain its' geographic diversity although it will be more concentrated in the niche businesses of home and office delivery water, and foodservice coffee and tea. Moody's has upgraded the following ratings: Cott Corporation: EUR450 million senior unsecured notes due 2024 to B1 (LGD4) from B2 (LGD4); Speculative Grade Liquidity rating to SGL-1 from SGL-2. Cott Holdings, Inc.: $750 million senior unsecured notes due 2025 to B1 (LGD4) from B2 (LGD4) Moody's has affirmed the following ratings: Cott Corporation: Long-Term Corporate Family Rating at B1; Probability of Default rating at B1-PD. Ratings to be withdrawn upon close of the transaction: Cott Beverages, Inc.: $525 million senior unsecured notes due 2022 B2 (LGD4) DS Services of America, Inc.: $250 million senior secured second lien notes due 2021 Ba2 (LGD2) The outlook is stable. The stable outlook assumes that Cott's leverage as measured by debt/EBITDA will remain in the low 4.0x range over the next 12-18 months and that Cott will maintain a good liquidity profile and stronger margin profile following the divestiture of the traditional beverage manufacturing business. The stable outlook also assumes that Cott will use the proceeds from the divestiture to reduce debt and bolster its cash balance. A ratings upgrade could be considered if Cott gains greater scale and business diversification. In addition, Cott would need debt to EBITDA to approach 3.5 times on a sustainable basis, maintain a good liquidity profile, and demonstrate positive momentum in revenues and profitability for an upgrade to be considered. A decline in earnings as a result of volume declines, or margin contraction, any weakening of Cott's liquidity, or an increase in leverage such that debt-to-EBITDA exceeds 5.5 times could result in a ratings downgrade. Cott, based in Toronto, Ontario, and Tampa, Florida, is a leading provider of home office delivery water and coffee services in the US, Canada and Europe, and has a strong position in food service coffee and tea roasting and grinding in the US. Following the sale of the traditional beverage manufacturing business expected to close in late 2017, pro forma annual sales will total approximately $2.2 billion The principal methodology used in these ratings was Global Soft Beverage Industry published in January 2017. CS360 TOWERS: Trustee's Sale of Sacramento Unit 104C for $149K OK'd ------------------------------------------------------------------- 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 Unit 104C (Suite 31) located at 500 N Street, Sacramento, California to Sacramento Land Co. for $149,000 A hearing on the Motion was held on Jan. 17, 2018 at 10:00 a.m. The Buyer has not assumed any liabilities of the Debtor. The Trustee is authorized to execute any such releases, termination statements, assignments, consents or instruments on behalf of any third party, including the holders of any liens, claims or interests identified that are necessary or appropriate to effectuate or consummate the sale. 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 Exhibits B and D to the Exhibit List submitted with the Motion, including broker commissions. The Trustee is authorized to pay the following claims at closing of the sale: (1) the payments described, and the remaining Net Sale Proceeds to the estate. Except as otherwise provided in the Motion, the Sale Assets will be sold transferred, and delivered to the 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. Daryl Gannon is approved as the Back-Up Bidder, in the amount of $146,500, 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 DELCATH SYSTEMS: Amends Prospectus on 250 Million Stock Sale ------------------------------------------------------------ Delcath Systems, Inc., filed with the Securities and Exchange Commission an amended Form S-1 registration statement relating to the offering of up to 250,000,000 shares of its common stock. All share numbers included in this prospectus are included on a post-reverse split basis taking into account the 350-to-1 reverse split of the issuer's issued common stock which occurred on Nov. 6, 2017. Delcath is also offering to each purchaser whose purchase of shares of common stock in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% of its outstanding common stock immediately following the consummation of this offering, the opportunity to purchase, if the purchaser so chooses, pre-funded warrants to purchase shares of common stock in lieu of common stock that would otherwise result in the purchaser's beneficial ownership exceeding 4.99% of the Company's outstanding common stock (or at the election of the purchaser, 9.99%). The purchase price of each pre-funded warrant will equal the price per share being sold to the public in this offering minus $0.01 for each underlying warrant share, and the exercise price of the pre-funded warrants will be $0.01 per share. This offering also relates to the shares of common stock issuable upon exercise of any pre-funded warrants sold in this offering. For each pre-funded warrant the Company sells, the number of shares of common stock the Company is offering will be decreased on a one-for-one basis with the number of warrant shares underlying the pre-paid warrants. Delcath's common stock is quoted on the OTCQB under the symbol "DCTH." The last reported sale price of its common stock on Jan. 12, 2018 was $0.04 per share. There is no established public trading market for the pre-funded warrants and the Company does not expect a market to develop. In addition, the Company does not intend to apply for listing of the pre-funded warrants on any national securities exchange or other trading system. A full-text copy of the regulatory filing is available at: https://is.gd/5ftD3O About Delcath Systems Based in New York, New York, Delcath Systems, Inc. -- http://www.delcath.com/-- is an interventional oncology Company focused on the treatment of primary and metastatic liver cancers. The Company's investigational product -- Melphalan Hydrochloride for Injection for use with the Delcath Hepatic Delivery System (Melphalan/HDS) -- is designed to administer high-dose chemotherapy to the liver while controlling systemic exposure and associated side effects. In Europe, the Company's system is in commercial development under the trade name Delcath Hepatic CHEMOSAT Delivery System for Melphalan (CHEMOSAT), where it has been used at major medical centers to treat a wide range of cancers of the liver. As of Sept. 30, 2017, Delcath Systems had $14.48 million in total assets, $16.33 million in total liabilities and a total stockholders' deficit of $1.85 million. The Company has incurred losses since inception and has an accumulated deficit of $305.6 million at Sept. 30, 2017. During the nine months ended Sept. 30, 2017 used $11.7 million of cash for its operating activities. Grant Thornton LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has incurred recurring losses from operations and as of Dec. 31, 2016, has an accumulated deficit of $279.2 million. These conditions, along with other matters, raise substantial doubt about the Company's ability to continue as a going concern. DELCATH SYSTEMS: Enters Into Debt-for-Equity Swap With Investor --------------------------------------------------------------- Delcath Systems, Inc., entered into exchange agreements, each by and between the Company and an investor from its June 2016 private placement of senior secured convertible notes originally issued pursuant to that certain Securities Purchase Agreement, dated June 6, 2016, by and among the Company and those investors. Pursuant to the Exchange Agreements, Delcath, among other things, issued to the investors shares of its common stock (or rights to receive common stock to the extent such issuance of Shares would otherwise result in the beneficial ownership by any such investor of more than 4.9% or 9.9% of its issued and outstanding stock), as applicable, of an aggregate of 123,708,735 shares of its common stock. As of Jan. 25, 2018, all of the Rights have been exercised, and neither investor owns more than 4.9% of the issued and outstanding shares of Delcath's common stock. Since the Notes have been satisfied in full as a result of the Exchange Agreements, there is no longer a security interest in its assets with respect to the Notes. As of Jan. 25, 2018, the Company had 222,981,824 shares of its common stock issued and outstanding. About Delcath Systems Based in New York, New York, Delcath Systems, Inc. -- http://www.delcath.com/-- is an interventional oncology Company focused on the treatment of primary and metastatic liver cancers. The Company's investigational product -- Melphalan Hydrochloride for Injection for use with the Delcath Hepatic Delivery System (Melphalan/HDS) -- is designed to administer high-dose chemotherapy to the liver while controlling systemic exposure and associated side effects. In Europe, the Company's system is in commercial development under the trade name Delcath Hepatic CHEMOSAT Delivery System for Melphalan (CHEMOSAT), where it has been used at major medical centers to treat a wide range of cancers of the liver. As of Sept. 30, 2017, Delcath Systems had $14.48 million in total assets, $16.33 million in total liabilities and a total stockholders' deficit of $1.85 million. The Company has incurred losses since inception and has an accumulated deficit of $305.6 million at Sept. 30, 2017. During the nine months ended Sept. 30, 2017 used $11.7 million of cash for its operating activities. Grant Thornton LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has incurred recurring losses from operations and as of Dec. 31, 2016, has an accumulated deficit of $279.2 million. These conditions, along with other matters, raise substantial doubt about the Company's ability to continue as a going concern. DEXTERA SURGICAL: Court Approves Assets Sale to Aesculap -------------------------------------------------------- At a hearing held on Jan. 24, 2018, the U.S. Bankruptcy Court for the District of Delaware entered an order approving the sale of substantially all of Dextera Surgical Inc.'s assets to Aesculap, Inc. On Dec. 11, 2017, Dextera Surgical and Aesculap entered into an asset purchase agreement pursuant to which Dextera Surgical agreed to sell substantially all of its assets to Aesculap for $17.3 million. Immediately thereafter, Dextera Surgical filed a voluntary petition for reorganization under Chapter 11 of the Bankruptcy Code in Delaware. Consistent with the terms of the Asset Purchase Agreement, on Jan. 5, 2018, the Court approved bidding procedures and established Jan. 19, 2018, as the deadline for the submission of any topping bids for Dextera Surgical's assets and set Jan. 22, 2018, as the date for an auction for the sale of the assets, if one or more topping bids were submitted. No other bids to purchase Dextera Surgical's assets were submitted by the bid deadline and, as a result, the auction was cancelled. About Dextera Surgical Headquartered in Redwood City, California, Dextera Surgical Inc. (DXTR:US OTC US) -- https://www.dexterasurgical.com/ -- is a medical device company that designs and manufactures proprietary stapling devices that enable the advancement of minimally invasive surgical procedures. Founded in 1997 as Vascular Innovations, Inc., the Company changed its name in November 2001 to Cardica, Inc., and in June 2016 to Dextera Surgical Inc. Dextera Surgical sought Chapter 11 protection (Bankr. D. Del. Case No. 17-12913) on Dec. 11, 2017. Dextera Surgical also entered into an asset purchase agreement with Aesculap, Inc, an affiliate of B. Braun Group, for approximately $17.3 million. The Company disclosed $6.53 million in total assets and $14.82 million in total debt as of Sept. 30, 2017. The Debtor tapped Saul Ewing Arnstein & Lehr LLP as counsel; Cooley LLP as special corporate counsel; JMP Securities, LLC, as financial advisor and investment banker; Rust Consulting/Omni Bankruptcy as claims and noticing agent. DREAM MOUNTAIN: Court Approves Agreement with DOJ Watchdog ---------------------------------------------------------- Judge Patrick M. Flatley of the U.S. Bankruptcy Court for the Northern District of West Virginia approved the agreement between Acting U.S. Trustee John P. Fitzgerald, III and Dream Mountain Ranch LLC for the appointment of a Chapter 11 Trustee. The Court fully considered the agreement of the parties and holds that the appointment of a Chapter 11 Trustee is in the best interest of creditors. As previously reported by the Troubled Company Reporter, 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. 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. ENERGY VENTURES: Moody's Assigns B3 Corporate Family Rating ----------------------------------------------------------- Moody's Investors Service assigned first time ratings to Energy Ventures GoM LLC (EnVen), including a B3 Corporate Family Rating (CFR) and B3-PD Probability of Default Rating. Moody's also assigned a Caa1 rating to the company's proposed senior secured second lien notes. The outlook is stable. "EnVen's first time B3 rating reflects the expectation that the company will improve its weak reserve position in the next 12 months and will grow its production on the back of on-going investment," said Elena Nadtotchi, Moody's Vice President -- Senior Credit Officer. Assignments: Issuer: Energy Ventures GoM LLC -- Probability of Default Rating, Assigned B3-PD -- Corporate Family Rating, Assigned B3 -- Senior Secured Second Lien Notes, Assigned Caa1 (LGD5) Outlook Actions: Issuer: Energy Ventures GoM LLC -- Outlook, Assigned Stable RATINGS RATIONALE The B3 CFR considers the high concentration of EnVen's reserve base, production and asset value in one deepwater field, its short proved developed reserve life, the risks of operating in the Gulf of Mexico and weak organic reserve replacement since its inception in 2014. Over 2018, the company needs to demonstrate the durability of its mature reserve base and show that it is able to maintain production at around 27-30 Mboed as well as replace and grow its proved developed reserves organically. EnVen carries sizable obligations including the asset retirement obligations attached to EnVen's mature assets. While 2017 debt/ proved developed reserves stood at $9/boe, it was a very high $17/boe if large retirement obligations are included. By refinancing its capital structure and extending the maturity of its $500 million revolver facility in January 2018, the company created financial flexibility to deliver on its development plans this year. EnVen also hedged 85% of its expected 2018 production to support cash flow generation that it will reinvest in production optimization from its largest fields in 2018. The $325 million proposed senior secured second lien notes are rated Caa1, one notch below the B3 CFR, consistent with Moody's Loss Given Default Methodology. The notching reflects the notes' junior priority of claim on assets relative to the $500 million secured revolver debt. Moody's expects EnVen to maintain adequate liquidity. The liquidity position is materially supported by the full availability under the company's $500 million 2022 revolver credit facility. The facility has a borrowing base feature, which will be tested semi-annually. Following the placement of the proposed notes, the availability under the facility will be set at $231.25 million. Moody's expects the company to maintain moderate headroom under several financial covenants in the credit agreement. EnVen manages a concentrated portfolio of mature producing assets and has limited options to make asset disposals to boost liquidity, without further weakening its business profile. The stable outlook reflects Moody's expectation that EnVen will be able to demonstrate organic reserve replacement and extend its reserve life in 2018 and will strongly execute its drilling program in key fields to maintain production at 27-30 Mboed. A delay in the development of the key projects in 2018, weakening liquidity or negative FCF generation, as well as lack of progress with replacing proved developed reserves and extending proved developed reserve life in 2018 may lead Moody's to downgrade EnVen's ratings. While there is limited potential for upgrade of EnVen's ratings at present, Moody's may upgrade the ratings if the company achieves larger scale and better diversification of the reserve and production, leading it to strong asset coverage of debt and asset retirement obligations, exceeding 2x coverage, and a sustained increase in production above 35 Mboed. An upgrade of the ratings would also require a track-record of strong free cash flow generation and good liquidity. The principal methodology used in these ratings was Independent Exploration and Production Industry published in May 2017. Energy Ventures GoM LLC (EnVen or the Company) is a fully consolidated subsidiary of EnVen Energy Corporation and represents substantially all of EnVen Energy Corporations' operations. In nine months ending September 30, 2017, EnVen generated revenues of $317 million and EBITDA of $217 million. EnVen Energy Corporation is headquartered in Houston, TX. ENUMERAL BIOMEDICAL: Case Summary & 16 Largest Unsecured Creditors ------------------------------------------------------------------ Lead Debtor: Enumeral Biomedical Holdings, Inc. fdba Cerulean Group, Inc. 1337 Massachusetts Avenue, #243 Arlington, MA 02476 Business Description: Enumeral Biomedical -- www.enumeral.com -- is a biopharmaceutical company focused on discovering and developing novel antibody immunotherapies that help the immune system fight cancer and other diseases. The Company utilizes a proprietary platform technology that facilitates the rapid high resolution measurement of immune cell function within small tissue biopsy samples. Its initial focus is on the development of a pipeline of next generation monoclonal antibody drugs targeting established and novel immuno-modulatory receptors. Enumeral Biomedical is headquartered in Cambridge, Massachusetts. Chapter 11 Petition Date: January 29, 2018 Affiliates that simultaneously filed Chapter 11 petitions: Debtor Case No. ------ -------- Enumeral Biomedical Holdings, Inc. 18-10280 Enumeral Biomedical Corp. 18-10281 Enumeral Securities Corporation 18-10282 Court: United States Bankruptcy Court District of Massachusetts (Boston) Judge: Hon. Frank J. Bailey (18-10280 and 18-10281) Hon. Joan N. Feeney (18-10282) Debtors' Counsel: Daniel C. Cohn, Esq. MURTHA CULLINA LLP 99 High Street Boston, MA 02110 Tel: (617) 457-4155 E-mail: dcohn@murthalaw.com - and - Jonathan Horne, Esq. MURTHA CULLINA LLP 99 High Street Boston, MA 02110 Tel: (617) 457-4085 E-mail: jhorne@murthalaw.com Assets and Liabilities: Estimated Estimated Assets Liabilities --------- ----------- Enumeral Biomedical Holdings $1,600,000 $2,540,000 Enumeral Biomedical Corp. $31,052 $493,793 Enumeral Securities Corporation $778 $493,793 The petitions were signed by Kevin G. Sarney, interim president and CEO. Full-text copies of the petitions are available for free at: http://bankrupt.com/misc/mab18-10280.pdf http://bankrupt.com/misc/mab18-10281.pdf http://bankrupt.com/misc/mab18-10282.pdf A copy of Enumeral Biomedical Holdings' list of 16 largest unsecured creditors is available for free at: http://bankrupt.com/misc/mab18-10280_creditors.pdf A copy of Enumeral Biomedical Corp.'s list of 10 unsecured creditors is available for free at: http://bankrupt.com/misc/mab18-10281_creditors.pdf A copy of Enumeral Securities Corporation's list of nine unsecured creditors is available for free at: http://bankrupt.com/misc/mab18-10282_creditors.pdf ENVEN ENERGY: S&P Assigns 'B' Corp. Credit Rating, Outlook Stable ----------------------------------------------------------------- S&P Global Ratings assigned its 'B' corporate credit rating to U.S.-based EnVen Energy Corp. The rating outlook is stable. S&P said, "At the same time, we assigned our 'BB-' issue-level and '1' recovery ratings to the company's $325 million new secured second-lien notes due 2023. The '1' recovery rating indicates our expectation for very high (90% to 100%; rounded estimate: 95%) recovery to creditors in the event of a payment default." EnVen Energy Corp. has launched an offering of $325 million new secured second-lien notes due 2023. S&P said, "We expect that the company will use proceeds to refinance its $205 million secured second-lien facility, repay borrowings on its $210 million credit facility ($102 million outstanding as of Sept. 30, 2017), and related fees and expenses. Following this transaction, we also expect its new revolving credit facility to increase to $500 million due 2022 with an initial availability of $231.25 million." S&P Global Ratings' outlook on EnVen is stable. S&P said, "We expect credit measures will remain strong over the next two years even as the company's hedges roll off with 2019 largely unhedged. We forecast weighted-average FFO to debt above 40%. We believe the company will continue to add hedges for 2019 and beyond, providing a measure of cash flow protection. We expect that the company will continue to preserve its adequate liquidity position." S&P said, "We could lower the rating if we expected FFO/debt to approach 30% with no near-term remedy, or if liquidity deteriorated. This would most likely occur if commodity prices were to significantly weaken, the company did not meet our oil production growth expectations, or if the company were to fund acquisitions with debt rather than equity as it has done in the past." An upgrade would be possible if the company continues to improve the scale of its reserves and production more consistent with 'B+' rated peers, while maintaining FFO/debt well above 30% and adequate liquidity and reducing its private equity ownership and control. EXCO RESOURCES: February 13 Stock Transfer Final Hearing -------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas will hold a final hearing on Feb. 13, 2018, at 9:30 a.m. (prevailing Central time) to approve the procedures for certain transfers of and declaration of worthlessness with respect to common stock of Exco Resources Inc. and its debtor-affiliates. On Jan. 18, 2018, the Court approved the procedures on an interim basis. The procedures will apply the holding and transfers of common stock or any beneficial ownership therein by a substantial holders or someone who may become a substantial shareholder. A 50-percent shareholder may not claim a worthless stock deduction with respect to common stock, or beneficial ownership of common stock, in violation of the procedures, and any such deduction in violation of the procedures will be null and void ab intio, and the 50-percent shareholder will be required to file an amended tax return revoking such proposed deduction. About EXCO Resources EXCO Resources, Inc. (otc pink:XCOO) -- http://www.excoresources.com/-- is an oil and natural gas exploration, exploitation, acquisition, development and production company headquartered in Dallas, Texas with principal operations in Texas, North Louisiana and the Appalachia region. EXCO's headquarters are located at 12377 Merit Drive, Suite 1700, Dallas, TX 75251. EXCO Resources reported a net loss of $225.3 million for the year ended Dec. 31, 2016, compared to a net loss of $1.19 billion for the year ended Dec. 31, 2015. As of Sept. 30, 2017, EXCO Resources had $830.17 million in total assets, $1.59 billion in total liabilities and a total shareholders' deficit of $760.36 million. An official committee of unsecured creditors has not yet been appointed in these cases by the Office of the United States Trustee. FHH PROPERTIES: Hires De Leo Law as Counsel ------------------------------------------- FHH Properties LLC, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Eastern District of Louisiana to employ The De Leo Law Firm, LLC, as counsel to the Debtors. FHH Properties requires De Leo Law to represent and provide the Debtor legal services in connection with the Chapter 11 Bankruptcy Case. De Leo Law will be paid at these hourly rates: Attorneys $300 Paralegals $75 De Leo Law will be paid a retainer in the amount of $4,000, and the amount of $1,717. De Leo Law will also be reimbursed for reasonable out-of-pocket expenses incurred. Robin R. De Leo, partner of The De Leo Law Firm, 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 Debtors and their estates. De Leo Law can be reached at: Robin De Leo, Esq. THE DE LEO LAW FIRM LLC 800 Ramon St. Mandeville, LA 70448 Tel: (985) 727-1664 Fax: (985) 727-4388 E-mail: lisa@northshoreattorney.com About FHH Properties Each of FHH Properties and FNR Properties is a real estate company based in New Orleans, Louisiana. The Debtors are affiliates of B Express-Elysian Fields, LLC, which sought Chapter 7 bankruptcy protection on Jan. 18, 2018. Fatmah Hamdan is the 100% owner of all three businesses. FHH Properties LLC based in Gretna, LA, and FNR Properties filed a Chapter 11 petition (Bankr. E.D. La. Lead Case No. 18-10113) on Jan. 18, 2018. In the petition signed by Fatmah Hamdan, managing member and sole owner, FHH Properties estimated $1 million to $10 million in both assets and in liabilities. FNR Properties estimated $500,0000 to $1 million in both assets and in liabilities. The Hon. Jerry A. Brown presides over the cases. Robin R. De Leo, Esq., at The De Leo Law Firm, LLC, serves as bankruptcy counsel to the Debtors. FIRST UNION BAPTIST: Hires The Legal Aid Society as Counsel ----------------------------------------------------------- First Union Baptist Church of Bronx seeks authority from the U.S. Bankruptcy Court for the Southern District of New York to employ The Legal Aid Society, and Kasowitz Benson Torres, LLP, as counsels to the Debtor. On June 27, 2014, the Bankruptcy Court entered an order dismissing this case and approving a settlement agreement (the "Settlement Agreement") entered into between the Debtor and creditor TD Capital Group LLC, in which the Debtor was required to make certain monthly payments through June 2015, followed by a balloon payment, with the deed to the Church Property (the "Deed") to be held in escrow in lieu of foreclosure. TD Capital recorded the Deed in June 2015 (the "Deed Transaction"), after alleging that the Debtor defaulted on its May Monthly Payment under the Settlement Agreement. First Union Baptist requires The Legal Aid Society to: (a) render assistance and advice, and represent the Debtor with respect to the administration of the bankruptcy case and oversight of the Debtor's affairs, including all issues arising from or impacting the Debtor or the bankruptcy case; (b) take all necessary actions to protect and preserve the Debtor's estate during the administration of the bankruptcy case, including prosecuting actions by the Debtor, defend actions commenced against the Debtor, negotiate, and object, where necessary, to claims filed against the estate; (c) assist the Debtor in maximizing the value of its assets for the benefit of all creditors, including, without limitation, in connection with a potential sale of the Debtor's property; (d) pursue confirmation of a plan of reorganization and approval of associated disclosure statements for the Debtor, or pursue settlement and dismissal of the bankruptcy case; (e) prepare, on behalf of the Debtor, necessary applications, motions, answers, orders, reports and other legal papers; (f) appear in court and represent the interests of the Debtor; and (g) perform all other legal services for the Debtor that are appropriate, necessary and proper in this chapter 11 case. The firms will be paid on a pro bono basis. Susan H. Chase, staff attorney of The Legal Aid Society, 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. The firms can be reached at: Susan H. Chase, Esq. THE LEGAL AID SOCIETY 199 Water Street New York, NY 10038 Tel: (212) 577-3300 Fax: (212) 509-8761 - and - David J. Abrams KASOWITZ BENSON TORRES LLP 1633 Broadway New York, NY 10019 Tel: (212) 506-1700 Fax: (212) 506-1800 E-mail: dabrams@kasowitz.com About First Union Baptist Church First Union Baptist Church of Bronx filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-14099) on Oct. 1, 2012. The Debtor disclosed $1,379,600 in assets and $1,245,920 in liabilities. The Debtor tapped The Legal Aid Society, and Kasowitz Benson Torres, LLP, as counsel. The counsels render the services pro bono. FUNKYTOWNMALL.COM: Second Interim Cash Collateral Order Entered --------------------------------------------------------------- Judge Erik P. Kimball of the U.S. Bankruptcy Court for the Southern District of Florida has signed a second interim order authorizing Funkytownmall.com to use of cash collateral for the line items detailed in the Budget up through and including the date of the hearing which will be continued until Jan. 31, 2018 at 1:30 p.m. The Budget provides total expenses of approximately $288,631 during the cash collateral period. To adequately protect Chase Bank and/or any other potentially secured creditors in connection with the use by the Debtor of any cash collateral, the Court confirms the grant, assignment and pledge by the Debtor to any such secured creditors a post-petition security interest and lien (only to the same validity, extent, and priority of such prepetition security interests, if any exist) in the secured creditor's prepetition collateral, any of its goods, property, assets and interests in property in which the secured creditors may have held a lien or security interest prior to the Petition Date, and the proceeds from the disposition of any of such prepetition collateral. A full-text copy of the Second Interim Order is available at: http://bankrupt.com/misc/flsb17-24768-32.pdf About Think Trading Inc. Think Trading Inc. -- https://thinktradinginc.com/ -- is a distribution e-commerce company with multiple online storefronts, marketplace operations and over 14,000 products. It provides wholesale and retail sales of products in various industries. Based in Palm Beach Gardens, Florida, Think Trading is housed in a 60,000-foot warehouse where all inventory, packaging, and shipping is housed and handled. It was founded in 2001 and has more than 50 employees. Think Trading's affiliate Funkytownmall.com, Inc., offers a selection of body jewelry online while Salon Supply Store LLC, a company based in Palm Beach Gardens, Florida, provides its customers with a variety of salon equipment and beauty supplies ranging from popular nail polish brands to spray tanning machines and salon furniture. Think Trading, Funkytownmall.com and Salon Supply Store sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case Nos. 17-24767 to 17-24769) on Dec. 12, 2017. Gustavo Mitchell, president of Think Trading and FunkytownMall.com, signed the petitions. At the time of the filing, Think Trading and FunkytownMall.com estimated assets of less than $50,000 and liabilities of less than $1 million. Salon Supply estimated assets of less than $50,000 and liabilities of $1 million to $10 million. Judge Erik P. Kimball presides over the cases. Lubliner Kish, PLLC, serves as counsel to the Debtors. GEOSTELLAR INC: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Geostellar, Inc. 224 W. King Street Martinsburg, WV 25401-3212 Business Description: Geostellar, Inc. provides big-data geomatics solutions to make solar energy accessible. Its subscription services platform enables energy producers, utilities, property owners, industry suppliers, and public administrators to identify the fastest, most profitable and least risky paths to increase the supply of clean, green and renewable power. The company was founded in 2010 and is headquartered in Martinsburg, West Virginia. Chapter 11 Petition Date: January 29, 2018 Case No.: 18-00045 Court: United States Bankruptcy Court Northern District of West Virginia (Martinsburg) Debtor's Counsel: Arch W. Riley, Jr., Esq. BERNSTEIN-BURKLEY, P.C. Hare Building 48 14th Street, Suite 301 PO Box 430 Wheeling, WV 26003-0009 Tel: 304.215.1177 Fax: 412.456.8135 E-mail: ariley@bernsteinlaw.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Howard Teich, president. A copy of petition, containing a list of the Debtor's 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/nvwb18-00045.pdf HARD ROCK EXPLORATION: Trustee Hires Jackson Kelly as Counsel ------------------------------------------------------------- Robert W. Leasure, Jr., the Chapter 11 Trustee of Hard Rock Exploration, Inc., and its debtor-affiliates, seeks authority from the U.S. Bankruptcy Court for the Southern District of West Virginia to employ Jackson Kelly PLLC, as counsel to the Trustee. The Trustee requires Jackson Kelly to represent the Trustee and provide legal services in relation to the Chapter 11 bankruptcy proceedings. Jackson Kelly will be paid at these hourly rates: Attorneys $210 to $565 Paraprofessionals $55 to $200 Jackson Kelly will also be reimbursed for reasonable out-of-pocket expenses incurred. Elizabeth A. Amandus, partner with Jackson Kelly, 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 Debtors and their estates. Jackson Kelly can be reached at: Elizabeth A. Amandus, Esq. Jackson Kelly PLLC 500 Lee Street East, Suite 1600 Charleston, WV 25301-3202 Tel: (304) 340-1090 Fax: (204) 340-1080 About Hard Rock Exploration Founded in 2003, Hard Rock Exploration, Inc., and its affiliates provide oil and gas exploration and production services in Virginia and West Virginia. Hard Rock focuses on drilling horizontal wells. Hard Rock Exploration, Inc., and its affiliates sought Chapter 11 protection (Bankr. S.D. W.Va. Lead Case No. 17-20459) on Sept. 5, 2017. The affiliates are Caraline Energy Company (Bankr. S.D. W.Va. 17-20461); Brothers Realty, LLC (Bankr. S.D. W.Va. 17-20462); Blue Jacket Gathering, LLC (Bankr. S.D. W.Va. 17-20463) and Blue Jacket Partnership (Bankr. S.D. W.Va. 17-20464). The petitions were signed by James L. Stephens, the Debtors' president. At the time of filing, Hard Rock estimated $10 million to $50 million in assets and liabilities. Caraline Energy estimated $10 million to $50 million in assets and liabilities. The Hon. Frank W. Volk presides over the cases. The Debtors are represented by Christopher S. Smith, Esq., at Hoyer, Hoyer & Smith, PLLC and Taft A. McKinstry, Esq., at Fowler Bell PLLC. The Office of the U.S. Trustee appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Hard Rock Exploration, Inc. The committee members are: (1) Richard L. Wilson; (2) John M. Dosker; and (3) Jim Schwab Pi Star Communications. On Jan. 3, 2018, the Bankruptcy Court of the Southern District of West Virginia appointed Robert W. Leasure, Jr., as the Chapter 11 Trustee of Hard Rock Exploration, Inc. The Trustee hired Jackson Kelly PLLC, as counsel. HARD ROCK EXPLORATION: Trustee Hires LS Associates as Consultant ---------------------------------------------------------------- Robert W. Leasure, Jr., the Ch. 11 Trustee of Hard Rock Exploration, Inc., and its debtor-affiliates, seeks authority from the U.S. Bankruptcy Court for the Southern District of West Virginia to employ LS Associates, LLC, as consultant to the Trustee. The Trustee requires LS Associates to: a. assist the Trustee in daily financial analysis, assembly of financial and organizational data, monitor of cash flow, schedule and monitor disbursements, and other necessary financial services as requested by the Trustee; b. Assist the Trustee in assembling and analyzing the necessary information and prepare reports that must be provided to the U.S. Trustee; c. assist the Trustee in such other specialized financial services that must be performed in the Chapter 11 cases but cannot be performed by the Debtors' personnel; d. assist the Trustee in the negotiations and communications with the Debtors' various credit constituencies and prepare analysis and reports for the same; e. assist the Trustee with case management and asset preservation and maximization strategies; f. assist the Trustee in developing plans to operate, windup, shutdown, or limit operations at particular operations, including aid the Trustee with the retention and terminations of management employees; g. assist the Trustee in the evaluation of asset purchase offers and assist in any sale process; h. assist and advise the Trustee in developing, evaluating, structuring or negotiating the terms and conditions of the Chapter 11 plans; i. review record for preference and fraudulent conveyance activities; j. prepare the fee applications to the Court for the Trustee's billings; and k. provide other financial services and administrative and services management as requested by the Trustee, relating to financial aspect of the bankruptcy process and any reorganization of the Debtors' business. LS Associates will be paid at these hourly rates: Partners $245 to $285 Associates $150 to $240 LS Associates will also be reimbursed for reasonable out-of-pocket expenses incurred. Julie A. Spencer, a member of LS Associates, 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. LS Associates can be reached at: Julie A. Spencer LS ASSOCIATES, LLC 462 S 4th Street, Suite 1770 Louisville, KY 40202 Tel: (502) 583-1945 About Hard Rock Exploration Founded in 2003, Hard Rock Exploration, Inc., and its affiliates provide oil and gas exploration and production services in Virginia and West Virginia. Hard Rock focuses on drilling horizontal wells. Hard Rock Exploration, Inc., and its affiliates sought Chapter 11 protection (Bankr. S.D. W.Va. Lead Case No. 17-20459) on Sept. 5, 2017. The affiliates are Caraline Energy Company (Bankr. S.D. W.Va. 17-20461); Brothers Realty, LLC (Bankr. S.D. W.Va. 17-20462); Blue Jacket Gathering, LLC (Bankr. S.D. W.Va. 17-20463) and Blue Jacket Partnership (Bankr. S.D. W.Va. 17-20464). The petitions were signed by James L. Stephens, the Debtors' president. At the time of filing, Hard Rock estimated $10 million to $50 million in assets and liabilities. Caraline Energy estimated $10 million to $50 million in assets and liabilities. The Hon. Frank W. Volk presides over the cases. The Debtors are represented by Christopher S. Smith, Esq., at Hoyer, Hoyer & Smith, PLLC and Taft A. McKinstry, Esq., at Fowler Bell PLLC. The Office of the U.S. Trustee appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Hard Rock Exploration, Inc. The committee members are: (1) Richard L. Wilson; (2) John M. Dosker; and (3) Jim Schwab Pi Star Communications. On Jan. 3, 2018, the Bankruptcy Court of the Southern District of West Virginia appointed Robert W. Leasure, Jr., as the Chapter 11 Trustee of Hard Rock Exploration, Inc. The Trustee retained Jackson Kelly PLLC, as counsel. HARTFORD CITY: Moody's Affirms Caa3 GOULT Debt Rating ----------------------------------------------------- Moody's Investors Service has affirmed the Caa3 rating on the City of Hartford, Connecticut's general obligation unlimited tax (GOULT) debt and revised the outlook to developing from negative. RATINGS RATIONALE The affirmation of the Caa3 rating reflects continued, albeit reduced, likelihood of default or bankruptcy over the short term, while there remains a possibility of significant bondholder impairment over the long term given the city's distressed financial condition. The rating also reflects the ongoing negotiations between the city and bondholders. The rating further incorporates the significant state assistance outlined in the fiscal 2018-19 state budget, the city's pending approval from the Municipal Accountability Review Board (MARB) as a Tier III municipality, and the pending terms of the contract assistance between the state and city. RATING OUTLOOK The revision of the outlook to developing reflects the state's establishment of the MARB and the city's request to be designated as a Tier III entity, thereby receiving significant state oversight and financial assistance. The MARB's pending decision on the city's Tier III status, execution of a state debt assistance contract and the conclusion of negotiations with bond insurers and bondholders, as well as the city's detailed financial recovery plan will provide information material to assessment of the city's credit profile. FACTORS THAT COULD LEAD TO AN UPGRADE - MARB designation as a Tier III municipality and executed state debt assistance contract - Development of a long term financial sustainability plan - An end to negotiations with bond insurers and bondholders that results in expected principal recovery of at least 80% of principal - Timely payment on all debt obligations with expressed commitments to honor future obligations in full FACTORS THAT COULD LEAD TO A DOWNGRADE - Default on debt obligations - Bankruptcy filing by the City of Hartford - Indication that bondholder recoveries will fall below 65% of principal in a potential debt restructuring LEGAL SECURITY Outstanding rated bonds are secured by the city's full faith and credit, general obligation pledge including the ability to levy property taxes, not limited by rate or amount. USE OF PROCEEDS Not applicable PROFILE Hartford is the capital of Connecticut with a population of 125,130. METHODOLOGY The principal methodology used in this rating was US Local Government General Obligation Debt published in December 2016. HCA HEALTHCARE: Initiation of Dividend Credit Neg., Moody's Says ---------------------------------------------------------------- Moody's Investor Services commented on HCA Healthcare Inc.'s announcement that it is initiating a quarterly dividend. The first dividend, to be paid on March 30, 2018, will be $0.35 per share, or about $125 million per quarter. The initiation of a shareholder dividend is credit negative, as it will consume roughly 20-25% of HCA's free cash flow (operating cash flow less minority interest payments less capital expenditures) in 2018. There is no change to HCA's Ba2 Corporate Family Rating or positive outlook. HCA is the largest for-profit acute care hospital operator in the US as measured by revenues. In addition, the company operates psychiatric facilities, a rehabilitation hospital as well as ambulatory surgery centers and cancer treatment and outpatient rehab centers in the U.S. and in England. HCA, headquartered in Nashville, Tennessee, has net revenue of approximately $44 billion. HOVNANIAN ENTERPRISES: S&P Cuts CCR to 'SD' on Distressed Exchange ------------------------------------------------------------------ U.S.-based residential homebuilder Hovnanian Enterprises Inc. (HOV) has completed a debt exchange whereby holders of the majority of its 8% senior notes due 2019 exchanged the debt for new unsecured notes and cash. S&P Global Ratings lowered its corporate credit rating on Red Bank, N.J.-based Hovnanian Enterprises Inc. to 'SD' from 'CC'. S&P said, "At the same time, we lowered our issue-level rating on the company's 8% senior notes due 2019 to 'D' from 'CC'. The recovery rating on the 8% senior notes remains '6', indicating our expectation for negligible (0%-10%) recovery in the event of payment default." At the same time, S&P removed the ratings from CreditWatch, where it had placed them with negative implications on Jan 8, 2018. The downgrade follows the disclosure that Hovnanian has completed a debt exchange, whereby holders of up to $185 million of the 8% senior notes received newly issued 3.5% unsecured notes due 2026, 5% unsecured notes due 2040, and $26.5 million in cash. S&P views the exchange as distressed since the new securities' maturities extend beyond the original securities and because it believed there was a realistic possibility of a conventional default before the exchange. IAN-K LLC: Hires Sumner Commercial as Real Estate Broker -------------------------------------------------------- Ian-K, LLC, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Arizona to employ Sumner Commercial Real Estate, Inc., as real estate broker to the Debtors. Ian-K, LLC requires Sumner Commercial to market and sell the Debtor's commercial office building located at 3100 N. Robert Road, Prescott, AZ 86314. Sumner Commercial will be paid a commission of 6% of the total purchase price if the firm represents both the buyer and seller, and 7% of the total purchase price if other agency represents the buyer. Sumner Commercial will also be reimbursed for reasonable out-of-pocket expenses incurred. Angela Sumner, owner of Sumner Commercial Real Estate, Inc., 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 Debtors and their estates. Sumner Commercial can be reached at: Angela Sumner SUMNER COMMERCIAL REAL ESTATE, INC. 8098 E Valley Rd., Suite 1 Prescott Valley, AZ 86314 Tel: (928) 775-4227 Fax: (928) 775-7190 E-mail: angie@sumnercre.com About Ian-K, LLC Ian-K, LLC, was formed for the purpose of owning certain commercial real properties located at 3150 N. 7th St., Suite 100, Phoenix, Maricopa County, Arizona, and 3100 N. Robert Road, Prescott Valley, Yavapu County, Arizona. Ian-K has no employees. J. Tina Keyhani DDS-Oral & Maxillofacial Surgery, P.C., was formed on Oct. 15, 2001 for the purpose of providing dental services, specializing in oral and maxillofacial surgery. DDS-Oral has 2 full-time employees and 1 part-time employee (not including Keyhani). Ian-K is operated by J. Tina Keyhani. Keyhani holds 100% membership interest and is the manager of Ian-K. DDS-Oral is owned and operated by Keyhani. Keyhani is the sole shareholder and president of DDS-Oral. Ian-K, LLC, and DDS-Oral filed voluntary petitions under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case Nos. 18-00002 and 18-00003) on Jan. 2, 2018. Because Ian-K and DDS-Oral are owned, operated and managed by Keyhani, the Debtors filed a motion to have the cases jointly administered. The Debtors are represented by D. Lamar Hawkins, Esq., at Aiken Schenk Hawkins & Ricciardi, P.C. INLAND OASIS GROUP: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------ An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Inland Oasis Group Inc. as of Jan. 29, according to a court docket. Inland Oasis Group is represented by: Kelly G. Black, Esq. Kelly G. Black, PLC 1152 E Greenway St., Suite 4 Mesa, AZ 85203-4360 Tel: (480) 639-6719 Fax: (480) 639-6819 Email: kgb@kellygblacklaw.com About Inland Oasis Group Inland Oasis Group, Inc. operates "The Reef" -- a restaurant and bar located in Chandler, Arizona. Inland Oasis Group, Inc. filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 17-13376) on Nov. 9, 2017. Mark Vargovich, president, signed the petition. At the time of filing, the Debtor estimated under $50,000 in both assets and liabilities. Judge Madeleine C. Wanslee presides over the case. Kelly G. Black, PLC is the Debtor's bankruptcy counsel. INTEGRITY MILLWORK: Hires Millington Glass as Special Counsel ------------------------------------------------------------- Integrity Millwork, Inc., and The Millwork Shoppe, Inc., seek permission from the U.S. Bankruptcy Court for the Western District of Missouri to employ the law firm of Millington, Glass, Love and Young as the Debtors' special counsel. The Debtors filed their Amended Joint Combined Plan and Disclosure Statement for Chapter 11 Reorganization on November 30, 2017. Guaranty Bank is the primary secured creditor of the Debtors and within these proceedings a Stipulated Order was entered which provided that the secured lien claim of Guaranty Bank would be $414,515.00 and both the secured and the unsecured or undersecured claim would remain unliquidated until the entire claim was liquidated or further Court Order. Subsequently Guaranty Bank filed a proof of claim for $642,939.12 representing the secured claim and asserting an unsecured claim for $228,424.00. The proposed Plan contemplates Debtors to continue to make regular adequate protection payments to Guaranty Bank pending the liquidation of the claim and the determination of defenses or rights of offset or subordination as may be adjudicated in a separate proceeding now pending in the Circuit Court of Christian County Missouri, Case No. 16CT-CC01078. The State Court Action was instituted by Guaranty Bank asserting a claim for a deficiency judgment against guarantors Michael G. Morrison and Joanne S. Morrison arising out of the alleged indebtedness of the Debtors. The Morrisons have filed an amended counterclaim and setoff asserting facts which would, if substantiated and proven to the satisfaction of a fact finder, constitute an avoidance, in whole or in part, of the claim of Guaranty Bank against the Debtors. In addition there is a possibility of an assessment of damages against Guaranty Bank in an amount which may equal, or exceed, the amount of the claim of Guaranty Bank against the guarantors and Debtors. The Morrisons have been and continue to be represented by Millington in the State Court case. The Debtors require Millington to represent them in the State Court Action and intervene in that litigation as contemplated by the proposed Plan. The Debtors contemplate that Millington will perform usual and customary legal services for the Debtors in representing the Debtors in intervention in the State Court case and asserting similar legal theories, defenses, and counterclaims against Guaranty Bank as Millington as asserted on behalf of the Morrisons. Millington will charge for its legal services on an hourly basis in accordance with its standard billing practices. These rates are currently $270.00 per hour for attorneys subject to periodic adjustment to reflect economic and other conditions. Millington will also seek reimbursement for all out of pocket expenses incurred by Millington on the Debtors’ behalf including, but not limited to: filing fees, document reproduction, mail and express mail charges, travel expenses, computer research, transcription costs, and other disbursements. The Debtors' understanding that Millington intends to continue with separate representation of the Morrisons but concurrently establish a separate client and billing file for the Debtors and allocate hourly legal services between the Morrisons and the Debtors as to the individual nature of the services and the client receiving the benefit. The Debtors understand that Millington will coordinate all billing to minimize duplication of services as much as possible. Thomas W. Millington, Esq., attests that Millington does not hold or represent any interest adverse to the Debtors or the creditors of the Debtors' estate. He attests that Millington, through partner Harold F. Glass, has represented the Debtors in general State Court litigation, collection matters, and general business commercial transactions. As of the Debtors' bankruptcy petition date, Millington was owed $2,816.00 for past general legal services. The balance was listed within the Debtors' bankruptcy schedules however Millington has not filed any proof of claim, ballot, or otherwise participated in the pending Chapter 11 case. Mr. Millington says the firm waives any right or claim for payment of the pre-petition claim. Subsequent to the Debtors' petition date Millington had represented the Morrisons, insiders of the Debtors, in the State Court Action and intends to continue to represent the Morrisons through fruition of the case. The firm may be reached at: THOMAS W. MILLINGTON, Esq. Millington, Glass, Love, & Young 1901-A South Ventura Ave. Springfield, MO 65804 E-mail: tmillington@springfieldlaw.net About Integrity Millwork Integrity Millwork, Inc., and The Millwork Shoppe Inc. manufacture and sell residential and commercial cabinetry, moulding and trim, and operate their business from a leased space located at 2115 N. Sports Complex Lane, Nixa, Missouri. The Debtors sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Mo. Case Nos. 16-61061 and 16-61064) on Oct. 27, 2016. David E. Schroeder, Esq., at David Schroeder Law Office, P.C., serves as the Debtors' bankruptcy counsel. At the time of the filing, Integrity Millwork estimated assets of less than $100,000 and liabilities of less than $1 million. Millwork Shoppe estimated assets and liabilities of less than $1 million. On Dec. 8, 2016, Acting U.S. Trustee Daniel J. Casamatta appointed an official committee of unsecured creditors. JOLIVETTE HAULING: Hires Hansen & Young Inc as Auctioneer --------------------------------------------------------- Jolivette Hauling, Inc., seeks authority from the U.S. Bankruptcy Court for the Western District of Wisconsin to hire Barry Hansen of Hansen & Young, Inc as auctioneer for the sale of business equipment. The property includes pumping equipment, drag line, reels, and manure application equipment. A 7% Buyer's fee will be charge to buyers which the Auctioneer will retains. The Auctioneer will receive $3,500 advertising fee. Barry Hansen, authorized agent of Hansen & Young, attests that neither he nor Hansen & Young and its employees have no connection with any creditors, any other party in interest, their respective attorneys and accountants, including the US Trustee Office or any person employed in the office of the United States trustee. The Auctioneer can be reached through: Barry Hansen Hansen & Young, Inc. 1264 5th Avenue Prairie Farm, WI 54762 Phone: (715) 837-1015 Fax: (715) 837-1025 http://www.hansenandyoung.com/ About Jolivette Hauling Jolivette Hauling Inc is a licensed and bonded freight shipping and trucking company running freight hauling business from Taylor, Wisconsin. On Aug. 31, 2017 Debtor had ceased its business operations. On March 27, 2017, the Debtor filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wisc. Case No. 17-11005). In the petition signed by James Jolivette, registered agent, the Debtor estimated $1 million to $10 million in assets and liabilities. The Debtor is represented by Evan M. Swenson, Esq., at Swenson Law Group LLC. K'NEX INDUSTRIES: To Be Sold to Stalking Horse, Got No Rival Bids ----------------------------------------------------------------- The auction of K'NEX and its parent company Smart Brands International Co. LLC, was held Monday, Jan. 29, but there were no bidders, according to a K'NEX lawyer, Dan Sokil, writing for The Mercury Business. The report says Gregory F. Vizza, Esq., informed Mercury Business on Tuesday that, "PNC conducted the auction yesterday and there were no bidders. Thus, the assets will be sold to the buyer under the proposed sale agreement as described in the published notice." Mr. Vizza is with the law firm of Blank Rome. As reported by the Troubled Company Reporter, PNC Bank, National Association, in its capacity as a secured creditor, sought to sell, assign and transfer the rights, title and interest of: (i) Smart Brands International Co., LLC, (ii) K'NEX Industries, LLC, and (iii) K'NEX Limited Partnership Group in certain property to the highest or best qualified bidder(s), as determined by PNC, by public sale at: Place: Blank Rome LLP One Logan Square (11th Floor) 130 N. 18th Street Philadelphia, PA 19103 PNC has received an offer from a third party for all of the Sale Collateral. That existing offer was subject to a variety of terms and conditions that are set forth in a Asset Sale Agreement negotiated between and among PNC, K'NEX, and the buyer. The unidentified buyer's offer consists of $21,000,000 plus assumed liabilities, plus or minus certain working capital adjustments. The Offered Price will be deemed the opening bid at the public sale. A minimum overbid will be required at the public sale. A notice of the auction indicated that any bid received at the public sale for the Sale Collateral must be higher or better than the offer contained in the Proposed Sale Agreement and any new bidder must be prepared to accept the terms and conditions set forth in the Proposed Sale Agreement (including the assumption of indebtedness as provided therein), unless PNC otherwise agrees. The auction notice did not identify the stalking horse bidder. With respect to each K'NEX entity, PNC was to sell all assets, including accounts, inventory, equipment, machinery, furniture, fixtures, general intangibles, tradenames, trademarks, goodwill, certain contracts, customer lists, and all books and records, other than Excluded Property. The Excluded Property consists of Cash and cash equivalents, equity/membership/ partnership interests in certain subsidiaries and affiliates of K'NEX, refunds or credits for taxes accrued prior to closing of the sale and for prepaid insurance and deposits, all accounts receivable owing to K'NEX or any of their subsidiaries by Toys "R" Us, Inc. or any of its subsidiaries, and certain contracts. PNC holds a security interest in substantially all of the property of K'NEX pursuant to the provisions of the Uniform Commercial Code of the State of Delaware and the Debtors' rights in the Sale Collateral will be sold in accordance with the provisions of the UCC under such procedures and rules as PNC may determine. PNC reserves the right to modify such procedures at any time in its discretion. Among other conditions, in order for a bidder to be pre-qualified, each bidder must enter into a customary confidentiality agreement and post with PNC a good faith deposit in an amount equal to the greater of (a) $2,000,000 and (b) 10% of its bid, in cash, by an irrevocable letter of credit, or cashier's or bank check, or by wire transfer of immediately available funds, which will be refundable if the bidder is not the successful bidder. Unless otherwise agreed to by PNC, closing of the sale will occur on February 2, 2018, and payment of the entire balance of the purchase price will be due and payable to PNC on such date by cashier's or bank check or by wire transfer of immediately available funds. PNC reserves the right to credit bid in such amount as PNC may determine in its sole and absolute discretion. If PNC determines that a higher or better offer has not been received at the auction, PNC intends to immediately consummate the sale of the Sale Collateral to the buyer identified under the Proposed Sale Agreement. Moreover, the buyer under the Proposed Sale Agreement has the right (but not any obligation) to submit a higher or better bid at the public sale if it chooses to do so. This notification does not constitute a binding offer by PNC to sell the Sale Collateral. PNC reserves the right to adjourn the sale for any reason it may determine. Inquiries concerning the sale, including any requests for inspection of the Sale Collateral (at a bidder's expense), financial information as to K'NEX and other terms of sale, may be made to Jason T. Sylvester at (215) 585-7816. On a confidential basis only, any bidder that has been qualified shall be entitled to receive a copy of the Proposed Sale Agreement prior to the date of the auction sale. Parties may contact Gregory F. Vizza, Esq. -- vizza@blankrome.com -- at Blank Rome at (215) 569-5500 for information on the sale. Based in Hatfield, Pennsylvania, K'NEX -- http://www.knex.com/-- manufactures and sells construction toys for children and other age groups in the United States and internationally. KERRY NOBLE: Trustee Selling Five Mt. Pleasant Properties for $925K ------------------------------------------------------------------- Jason Searcy, the Chapter 11 Trustee for the bankruptcy estate of Kerry Bryon Noble, asks the U.S. Bankruptcy Court for the Eastern District of Texas to authorize him to sell the real properties located at (i) 201 East 2nd Street: City Block 167, Lot 9 Mt. Pleasant, Titus County, Texas; (ii) 504 South Jefferson: City Block 243, Lot 14, Mt. Pleasant, Titus County, Texas; (iii) 1222 Norther Jefferson: City Block 284, Lots 4A and 4B, Mt. Pleasant, Titus County, Texas; (iv) 403 Ferguson: French Additional, Block 1, Lot 24C and Part of Lot 23, Lot 3 and Part of Lot 4, Mt. Pleasant, Titus County, Texas; and (v) 1416 North Edwards: City Block 286, Lot 4R-2, Mt. Pleasant, Titus County, Texas; together with all buldings, improvements, fixtures and all property located on, attached to or used in connection with the properties, to PKL Investments of Pittsburg, LLC to $925,050. Objections, if any, must be submitted within 21 days from the date the Motion was served. A portion of the Debtor's estate consists of the real property located in Titua County, Texas, and consists of five commercial buildings, four of which are used or configured as laundromats. The Trustee has been tendered an offer of sale of the Properties by virtue of a Contract in the amount of $925,050 from PKL whose address is 230 County Road 2208, Pittsburg, Texas. He desires to accept the Purchase Contract and sell the Properties. The sale is proposed to be free and clear of all liens, claims and encumbrances with any valid liens, claims or encumbrances attaching to the sale proceeds. The Trustee will consider additional offers until an order approving the Sale Motion has been entered. Routine closing costs, including but not limited to, ad valorem property taxes are to be paid at closing and the balance due to Guaranty Bank as first lien holder will be paid at closing. Excess funds above the closing costs and specified payments will be held by Trustee pending further Court order. The Trustee has accepted $1,250 from PKL as earnest money to be held in trust. A copy of the Purchase Contract attached to the Motion is available for free at: http://bankrupt.com/misc/Kerry_Noble_56_Sales.pdf About Kerry Bryon Noble Winsboro, Texas-based Kerry Bryon Noble sought Chapter 11 protection (Bankr. E.D. Tex. Case No. 17-60755) on Oct. 13, 2017. Joyce W. Lindauer, Esq., Sarah M. Cox, Esq., Jamie N. Kirk, Esq., and Jeffery M. Veteto, Esq., at Joyce W. Lindauer Attorney, PLLC, in Dallas, Texas, served as counsel to the Debtor. Mr. Jason R. Searcy was appointed as the Chapter 11 trustee for the bankruptcy estate of the Debtor. The Trustee's attorneys: Jason R. Searcy Joshua P. Searcy Callan C. Searcy Searcy & Searcy, P.C. P.O. Box 3929 Longview, Texas 75606 Tel: (903) 757-3399 Fax: (903) 757-9559 KIKO USA: Hires BMC Group as Administrative Agent ------------------------------------------------- KIKO USA, Inc., seeks authority from the U.S. Bankruptcy Court for the District of Delaware to employ BMC Group, Inc., as administrative agent to the Debtor. Kiko USA requires BMC Group to: (a) assist with, among other things, solicitation, balloting, tabulation, and calculation of votes, as well as preparing any appropriate reports, as required in furtherance of confirmation of plans of reorganization or liquidation; (b) generate an official ballot certification and testify, if necessary, in support of the ballot tabulation results; (c) gather data in conjunction with the preparation, and assist with the preparation, of the Debtor's schedules of assets and liabilities and statements of financial affairs; (d) manage any distributions pursuant to a confirmed plan of reorganization or liquidation; and (e) provide such other claims processing, noticing, solicitation, balloting, distributions, and other administrative services described in the Services Agreement, but not included in the Section 156(c) Application, as may be requested from time to time by the Debtor. BMC Group will be paid based upon its normal and usual hourly billing rates. Prior to the petition date, BMC Group received a retainer from the Debtor in the amount of $25,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Tinamarie Feil, president of BMC Group, Inc., 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. BMC Group can be reached at: Tinamarie Feil BMC Group, Inc. 600 First Avenue, Suite 203 Seattle, WA 98104 Tel: (206) 516-3300 About KIKO USA, Inc. KIKO USA, Inc., is a retailer of cosmetics and a wholly-owned subsidiary of Italy's KIKO S.p.A. KIKO S.p.A. was founded in 1997 by Stefano Percassi, and it is controlled, through Odissea S.r.L., by Antonio Percassi, an Italian entrepreneur who has founded family-owned companies based in Bergamo, Italy. KIKO USA's products are also available in the United States via online sales via the Web site http://www.kikocosmetics.com/and, more recently, on Amazon.com utilizing the Fulfillment by Amazon program (Amazon Prime). KIKO USA has 29 retail stores in the U.S.A. located in 26 shopping malls and three street locations. KIKO USA sought Chapter 11 protection (Bankr. D. Del. Case No. 18-10069) on Jan. 11, 2018, with plans to close 24 of 29 stores. The Debtor estimated assets and liabilities of $1 million to $10 million. The Hon. Mary F. Walrath is the case judge. The Debtor tapped Saul Ewing Arnstein & Lehr LLP as local bankruptcy counsel; Perkins Coie LLP as general bankruptcy counsel; William H. Henrich and Mark G. Samson of Getzler Henrich & Associates LLC, as CRO; and BMC Group, Inc., as administrative agent. KIKO USA: Hires Getzler Henrich as CRO -------------------------------------- KIKO USA, Inc., seeks authority from the U.S. Bankruptcy Court for the District of Delaware to employ William H. Henrich and Mark G. Samson of Getzler Henrich & Associates LLC, as chief restructuring officers to the Debtor. Kiko USA requires Getzler Henrich to: (a) assist with the bankruptcy process to minimize associated costs; (b) assess working capital needs and develop a cash flow budget to meet post-petition cash requirements; (c) manage the Debtor's cash requirements during the Chapter 11 Case; (d) facilitate communications with parties-in-interest, including assistance with creditor negotiations; (e) assist the Debtor's development of restructuring options and negotiation of a plan of reorganization; (f) oversee any process for the sale of the Debtor's assets; (g) assist with and oversee any process for resolution of claims asserted against the Debtor; (h) provide guidance and/or assistance as to compliance with requirements of the Bankruptcy Court; and (i) assist with such other matters as the Debtor's board of directors or counsel to the Debtor may request from time to time. Getzler Henrich will be paid at these hourly rates: Principals/Managing Directors $495 to $595 Directors/Specialists $385 to $550 Associates $160 to $385 Getzler Henrich received a retainer in the amount of $61,268. Getzler Henrich will also be reimbursed for reasonable out-of-pocket expenses incurred. Mark G. Samson, managing director of Getzler Henrich, 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. Getzler Henrich can be reached at: Mark G. Samson GETZLER HENRICH & ASSOCIATES LLC 295 Madison Avenue, 20th Floor New York, NY 10017 Tel: (212) 697-2400 Fax: (212) 697-4812 About KIKO USA, Inc. KIKO USA, Inc., is a retailer of cosmetics and a wholly-owned subsidiary of Italy's KIKO S.p.A. KIKO S.p.A. was founded in 1997 by Stefano Percassi, and it is controlled, through Odissea S.r.L., by Antonio Percassi, an Italian entrepreneur who has founded family-owned companies based in Bergamo, Italy. KIKO USA's products are also available in the United States via online sales via the Web site http://www.kikocosmetics.com/and, more recently, on Amazon.com utilizing the Fulfillment by Amazon program (Amazon Prime). KIKO USA has 29 retail stores in the U.S.A. located in 26 shopping malls and three street locations. KIKO USA sought Chapter 11 protection (Bankr. D. Del. Case No. 18-10069) on Jan. 11, 2018, with plans to close 24 of 29 stores. The Debtor estimated assets and liabilities of $1 million to $10 million. The Hon. Mary F. Walrath is the case judge. The Debtor tapped Saul Ewing Arnstein & Lehr LLP as local bankruptcy counsel; Perkins Coie LLP as general bankruptcy counsel; William H. Henrich and Mark G. Samson of Getzler Henrich & Associates LLC, as CRO; and BMC Group, Inc., as administrative agent. KIKO USA: Hires Perkins Coie as General Bankruptcy Counsel ---------------------------------------------------------- KIKO USA, Inc., seeks authority from the U.S. Bankruptcy Court for the District of Delaware to employ Perkins Coie LLP, as counsel to the Debtor. Kiko USA requires Perkins Coie to: a. provide legal advice with respect to the Debtor's powers and duties as debtor-in-possession in the continued operation of its business, management of its property, and the potential sale of its assets; b. prepare and pursue confirmation of a plan and approval of a disclosure statement; c. prepare, on behalf of the Debtor, necessary applications, motions, answers, orders, reports, and other legal papers; d. appear in Court and protecting the interests of the Debtor before the Court; and e. perform all other services assigned by the Debtor to Saul Ewing as counsel to the Debtor, and to the extent the Firm determines that such services fall outside of the scope of services historically or generally performed by the Firm as counsel in a bankruptcy proceeding, the Firm will file a supplemental declaration pursuant to Bankruptcy Rule 2014. Perkins Coie will be paid at these hourly rates: Partners $395-$1,240 Of Counsel $385-$1,045 Associates $220-$805 Paralegals $135-$405 Perkins Coie received a wire transfer for $149,970 from KIKO S.p.A. on December 19, 2017 as a retainer for restructuring services. On January 10, 2017, Perkins Coie applied $149,970 to pay fees and costs incurred prior to January 10, 2018. On January 10, 2018, Perkins Coie received a wire transfer for $50,000 from KIKO S.p.A. as a supplemental retainer for restructuring services. On January 10, 2018, Perkins Coie applied this additional $50,000 retainer to fees and costs incurred prior to January 10, 2018. Specifically, Perkins transferred $113,787.31 from trust covering the period of December 1, 2017 through December 31, 2017, and $86,182.69 from trust covering the period of January 1 through January 9. 2018. Perkins received payment of $40,000 via wire transfer from the Debtor on January 11, 2018, of this payment, $28,061.04 and $11,938.96 was paid for services performed on January 10, 2018. Perkins Coie wrote off additional time valued at approximately $12,389.54 for work done on January 10, 2018. Perkins Coie will also be reimbursed for reasonable out-of-pocket expenses incurred. John S. Kaplan, partner of Perkins Coie LLP, 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. Perkins Coie can be reached at: John S. Kaplan, Esq. PERKINS COIE LLP 1201 Third Ave., Suite 4900 Seattle, WA 98101 Tel: (206) 359-8000 About KIKO USA, Inc. KIKO USA, Inc., is a retailer of cosmetics and a wholly-owned subsidiary of Italy's KIKO S.p.A. KIKO S.p.A. was founded in 1997 by Stefano Percassi, and it is controlled, through Odissea S.r.L., by Antonio Percassi, an Italian entrepreneur who has founded family-owned companies based in Bergamo, Italy. KIKO USA's products are also available in the United States via online sales via the Web site http://www.kikocosmetics.com/and, more recently, on Amazon.com utilizing the Fulfillment by Amazon program (Amazon Prime). KIKO USA has 29 retail stores in the U.S.A. located in 26 shopping malls and three street locations. KIKO USA sought Chapter 11 protection (Bankr. D. Del. Case No. 18-10069) on Jan. 11, 2018, with plans to close 24 of 29 stores. The Debtor estimated assets and liabilities of $1 million to $10 million. The Hon. Mary F. Walrath is the case judge. The Debtor tapped Saul Ewing Arnstein & Lehr LLP as local bankruptcy counsel; Perkins Coie LLP as general bankruptcy counsel; William H. Henrich and Mark G. Samson of Getzler Henrich & Associates LLC, as CRO; and BMC Group, Inc., as administrative agent. KIKO USA: Hires Saul Ewing as Local Bankruptcy Counsel ------------------------------------------------------ KIKO USA, Inc., seeks authority from the U.S. Bankruptcy Court for the District of Delaware to employ Saul Ewing Arnstein & Lehr LLP, as local bankruptcy counsel to the Debtor. Kiko USA requires Saul Ewing to: a. provide legal advice with respect to the Debtor's powers and duties as debtor-in-possession in the continued operation of its business, management of its property, and the potential sale of its assets; b. prepare and pursue confirmation of a plan and approval of a disclosure statement; c. prepare, on behalf of the Debtor, necessary applications, motions, answers, orders, reports, and other legal papers; d. appear in Court and protecting the interests of the Debtor before the Court; and e. perform all other services assigned by the Debtor to Saul Ewing as counsel to the Debtor, and to the extent the Firm determines that such services fall outside of the scope of services historically or generally performed by the Firm as counsel in a bankruptcy proceeding, the Firm will file a supplemental declaration pursuant to Bankruptcy Rule 2014. Saul Ewing will be paid at these hourly rates: Partners $360 to $975 Special Counsel $250 to $675 Associates $250 to $440 Paraprofessionals $90 to $350 On Dec. 29, 2018, Saul Ewing received a retainer in the amount of $75,000, and on Jan. 10, 2018, received a retainer in the amount of $50,000. Prior to the Petition Date, Saul Ewing applied $54,150 of the retainer for the filing fees and services performed prior to the Petition Date. The balance of the Retainer will serve as a post-Petition Date Retainer. Saul Ewing will also be reimbursed for reasonable out-of-pocket expenses incurred. Mark Minuti, partner of Saul Ewing Arnstein & Lehr LLP, 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. Saul Ewing can be reached at: Mark Minuti, Esq. SAUL EWING ARNSTEIN & LEHR LLP 1201 N. Market Street, Suite 2300 Wilmington, DE 19801 Tel: (302) 421-6800 About KIKO USA, Inc. KIKO USA, Inc., is a retailer of cosmetics and a wholly-owned subsidiary of Italy's KIKO S.p.A. KIKO S.p.A. was founded in 1997 by Stefano Percassi, and it is controlled, through Odissea S.r.L., by Antonio Percassi, an Italian entrepreneur who has founded family-owned companies based in Bergamo, Italy. KIKO USA's products are also available in the United States via online sales via the Web site http://www.kikocosmetics.com/and, more recently, on Amazon.com utilizing the Fulfillment by Amazon program (Amazon Prime). KIKO USA has 29 retail stores in the U.S.A. located in 26 shopping malls and three street locations. KIKO USA sought Chapter 11 protection (Bankr. D. Del. Case No. 18-10069) on Jan. 11, 2018, with plans to close 24 of 29 stores. The Debtor estimated assets and liabilities of $1 million to $10 million. The Hon. Mary F. Walrath is the case judge. The Debtor tapped Saul Ewing Arnstein & Lehr LLP as local bankruptcy counsel; Perkins Coie LLP as general bankruptcy counsel; William H. Henrich and Mark G. Samson of Getzler Henrich & Associates LLC, as CRO; and BMC Group, Inc., as administrative agent. LIGNUS INC: Hires Kit J. Gardner as Counsel ------------------------------------------- Lignus, Inc., seeks authority from the U.S. Bankruptcy Court for the Southern District of California to employ the Law Offices of Kit J. Gardner, as counsel to the Debtor. Lignus, Inc., requires Kit J. Gardner to: a. assist and render advice concerning the rights and remedies of the Debtor with respect to the property and liabilities of the estate; b. represent the Debtor on behalf of the estate before the Bankruptcy Court, including to assist in the preparation of pleadings, reports and orders as the Debtor, on behalf of the estate, shall require in order to protect the interests of the estate; c. assist in the preparation of applications of employment and preparation and review of fee applications and, where appropriate, filing objections to the fee applications of other professionals; d. provide advice in regard to the Debtor's reorganization, including the evaluation and, if appropriate, the development and preparation of a Disclosure Statement and Plan of Reorganization to effectuate the Debtor's reorganization and any post-confirmation motions; e. where the subject of a separate written retainer agreement, represent the Debtor in adversary proceedings filed in the case; and f. provide such other reasonable and related services within the scope of engagement as may be requested by the Debtor from time to time. Kit J. Gardner will be paid at these hourly rates: Attorneys $375 Associates $295 Paralegals $50 Prior to commencing the Debtor's bankruptcy case, Kit J. Gardner received the sum of $26,717 as retainer. Kit J. Gardner will also be reimbursed for reasonable out-of-pocket expenses incurred. Kit J. Gardner, principal of Law Offices of Kit J. Gardner, 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. Kit J. Gardner can be reached at: Kit J. Gardner, Esq. LAW OFFICES OF KIT J. GARDNER 501 West Broadway, Suite 800 San Diego, CA 92101 Tel: (619) 525-9900 Fax: (619) 374-2241 About Lignus, Inc. Established in 2004, Lignus, Inc., is a privately held company engaged in the lumber, plywood, and millwork trade. Lignus, Inc., filed a Chapter 11 petition (Bankr. S.D. Cal. Case No. 17-05475) on Sept. 8, 2017. In the petition signed by CFO Jose Gaitan, the Debtor estimated both assets and liabilities between $1 million and $10 million. The case is assigned to Judge Christopher B. Latham. The Law Offices of Kit J. Gardner is the Debtor's bankruptcy counsel. Integro Consultants serves as the Debtor's accountant. LIGNUS INC: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Lignus, Inc., as of Jan. 30, according to a court docket. About Lignus Inc. Established in 2004, Lignus, Inc., is a privately held company engaged in the lumber, plywood, and millwork trade. Lignus, Inc., filed a Chapter 11 petition (Bankr. S.D. Cal. Case No. 17-05475) on Sept. 8, 2017. The petition was signed by Jose Gaitan, CFO. At the time of filing, the Debtor estimated both assets and liabilities between $1 million and $10 million. The case is assigned to Judge Christopher B. Latham. The Law Offices of Kit J. Gardner is the Debtor's bankruptcy counsel. Integro Consultants serves as the Debtor's accountant. LINO-TECH INC: Hiring Bonanni to Sell Waretown, NJ Property ----------------------------------------------------------- Michael Woortman, president of Lino-Tech, Inc., asks the U.S. Bankruptcy Court for the District of New Jersey for authority to employ Bonanni Realty as the Debtor's realtor. According to the application, a real estate professional is required to assist the Debtor in listing, marketing and securing a purchaser of the estate's real property located at 96 Bryant Road, Waretown, NJ 08758. "Debtor has selected the professional who is experienced in the listing and marketing of commercial real estate and is competent to perform the services required," Mr. Woortman tells the Court. Bonanni will be paid a commission of 6% of the sale price at the time of closing of title. The firm attests it is a disinterested person under 11 U.S.C. Sec. 101(14), according to Dave Bonanni. About Litho-Tech Inc Litho-Tech, Inc., filed a Chapter 11 bankruptcy petition (Bankr. D.N.J. Case No. 16-33122) on Dec. 4, 2016, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Kevin S. Quinlan, Esq., as counsel. As reported by the Troubled Company Reporter on June 29, 2017, the Hon. Kathleen C. Ferguson in New Jersey has approved on a final basis Litho-Tech, Inc.'s disclosure statement dated April 7, 2017, and confirmed the Debtor's plan of liquidation dated April 7, 2017. There are no impaired classes. All claims will be paid in full including accumulated interest. Under the Liquidation Plan, the Debtor will have until March 1, 2018, to sell the real property located at 96 Bryant Road, Waretown, New Jersey, listed in the Plan. If the real property is not sold prior to March 1, 2018, the property will be auctioned or the case converted to Chapter 7. LONGWOOD HOUSING: Moody's Rates $203MM Revenue Bonds Ba2 -------------------------------------------------------- Moody's Investors Service has assigned a Ba2 rating to the $108.9 million Industrial Development Authority of the Town of Farmville, Virginia, Educational Facilities Revenue Refunding Bonds (Longwood University Student Housing Projects), Series 2015 and $94.5 million Educational Facilities Revenue Bonds (Longwood University Student Housing Projects), Series 2017. The rating outlook on the Series 2015 and parity Series 2017 bonds is stable. RATINGS RATIONALE The Ba2 rating incorporates performance of the projects that rely on support from the university to meet certain coverage levels, and various credit risks associated with the total return swaps and the interest rate swaps ("Derivative Agreements") between the Longwood University Housing Foundation, and Deutsche Bank AG New York. The rating also incorporates support for the student housing projects from Longwood University, which will actively promote, market, and manage the housing facilities. The university also committed to assign students in need of housing first to projects securing the Series 2015 and Series 2017 bonds until at least 95% of the beds are occupied. Furthermore, the university covenants to include additional rent payments to the Foundation, to the extent such payments are needed to meet the annual debt service coverage level of 1.20x. RATING OUTLOOK The rating outlook on the Series 2015 and Series 2017 bonds is stable given the support for the student housing projects from the university, resulting in adequate projected debt service coverage on the bonds. FACTORS THAT COULD LEAD TO AN UPGRADE - Availability of sufficient net operating income to support debt service on the bonds without university support in the environment of flat revenues and expenses - Significant and sustained increase in the debt service coverage levels, coupled with strong occupancy at the projects supporting the bonds - Reduced exposure to credit risks associated with the Derivative Agreements FACTORS THAT COULD LEAD TO A DOWNGRADE - Decrease in occupancy or significant decline in university enrollment, which results in deterioration of debt service coverage levels - Reduced support for the projects from the university - Expectation of increased financial obligations, relative to available resources of the Foundation, stemming from the Derivative Agreements LEGAL SECURITY Project revenues will constitute the primary source of revenue for the rated debt. The bond trustee will also have a security interest in various funds, such as the Bond Fund, Debt Service Reserve Fund equal to $11.3m , and the Repair and Replacement Reserve Fund, as provided by the Indenture. USE OF PROCEEDS Series 2015 bonds were issued to refund the prior Series 2012A and 2012B bonds and to finance construction costs of the Sharp and Register residence halls. The proceeds of the Series 2012A and 2012B bonds were originally used primarily to finance construction of the Lancer Park North project, and refinance prior obligations issued to construct or acquire the Lancer Park, Longwood Landings and the Longwood Village projects. Series 2017 bonds proceeds will be primarily used to fund costs of rehabilitating two residence halls known as Curry hall and Frazer Hall located on-campus of the university. PROFILE The obligor and the owner of the Projects is the Longwood University Housing Foundation, a Virginia limited liability company. The Longwood University Real Estate Foundation, a tax exempt not-for-profit organization, is a sole member of the Borrower. METHODOLOGY The principal methodology used in this rating was Global Housing Projects published in June 2017. MEDONE HEALTHCARE: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Medone Healthcare LLC as of Jan. 29, according to a court docket. About Medone Healthcare Based in Tempe, Arizona, MedOne Healthcare, LLC -- https://www.medoneaz.com -- is a provider of home health care services including: wound, infusion, ventilators, powered mobility, enteral, urology, respiratory, sleep and durable medical equipment. The company is accredited by the nationally recognized HQAA (Healthcare Quality Association on Accreditation). MedOne Healthcare filed a voluntary Chapter 11 Petition (Bank. D. Ariz. Case No. 17-14457) on Dec. 6, 2017. Stephan Kindt, president, signed the petition. The Debtor is represented by Joseph E. Cotterman, Esq., at Jennings, Strouss & Salmon, P.L.C. At the time of filing, the Debtor estimated both assets and liabilities at $1 million to $10 million each. The Hon. Paul Sala is the case judge. Jennings, Strouss & Salmon, PLC is the Debtor's bankruptcy counsel. MELBOURNE BEACH: Hires McIntyre Thanasides as Counsel ----------------------------------------------------- Melbourne Beach, LLC, seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ McIntyre Thanasides Bringgold Elliott Grimaldi Guito & Mathews, P.A., as counsel to the Debtor. Melbourne Beach requires McIntyre Thanasides to: a. render legal advice with respect to Debtor's powers and duties as debtor-in-possession, the continued operation of its business and the management of its property; b. prepare on behalf of Debtor any necessary petitions, motions, applications, answers, orders, reports, and other legal papers; c. appear before the Bankruptcy Court and the U.S. Trustee to represent and protect the interests of the Debtor; d. take all necessary legal steps to confirm a proper plan of reorganization; e. represent the Debtor in all adversary suits, contested matters and matters involving administration of the bankruptcy case; f. represent the Debtor in any negotiations with potential financing sources and prepare contracts, security instruments, or other documents necessary to obtain financing; g. take any necessary action to recover any voidable transfers and to avoid any liens against Debtor's property obtained within ninety (90) days of the filing of the petition in Chapter 11 and at a time when Debtor was insolvent; h. enjoin or stay any and all suits against the Debtor affecting the debtor-in-possession's ability to continue in business or affecting property in which the Debtor has equity; i. perform all other legal services that may be necessary for the proper preservation and administration of the Chapter 11 case; and j. protect the Debtor to make sure property is properly maintained. McIntyre Thanasides will be paid based upon its normal and usual hourly billing rates. Prior to the Petition Date, McIntyre Thanasides received from the Debtor the amount of $25,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. James W. Elliott, partner at McIntyre Thanasides, 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. McIntyre Thanasides can be reached at: James W. Elliott, Esq. MCINTYRE THANASIDES BRINGGOLD ELLIOTT GRIMALDI GUITO & MATHEWS, P.A. 500 E. Kennedy Blvd., Ste. 200 Tampa, Florida 33602 Tel: (813) 223-0000 Fax: (813) 899-6069 E-mail: james@mcintyrefirm.com About Melbourne Beach, LLC Established in 1998, Melbourne Beach, LLC is a privately held company that leases real properties. Melbourne Beach is the owner of Ocean Spring Plaza, located at 981 E. Eau, Gallie Blvd, Melbourne, FL 32937, valued by the company at $15.30 million. The company's gross revenue amounted to $997,732 in 2016 and $924,000 in 2015. Melbourne Beach, LLC, based in Palm City, FL, filed a Chapter 11 petition (Bankr. Md. Fla. Case No. 17-07975) on December 26, 2017. James W. Elliott, Esq., at McIntyre Thanasides Bringgold Elliott Grimaldi Guito & Mathews, P.A., serves as bankruptcy counsel. In its petition, the Debtor estimated $15.35 million in assets and $2.82 million in liabilities. The petition was signed by Brian West, managing member. N214FT LLC: Selling Dassault Mystere-Falcon 50 for $3.2 Million --------------------------------------------------------------- N214FT, LLC, asks the U.S. Bankruptcy Court for the Northern District of Texas to authorize the sale of its Dassault Aviation Model Mystere-Falcon 50, bearing FAA registration number N214FT, previously bearing FAA registration number N549CP, to Colorado Structures, Inc. for $3,150,000. In order to finance its purchase of the Aircraft, the Debtor obtained a loan from UMB Bank, N.A. which included: a note securing payment of the loan. As reflected in the Debtor's Schedules, the Aircraft is the Debtor's only substantial asset. UMB has a claim secured by the Aircraft of approximately $3,827,000.. Upon filing for bankruptcy, the Debtor attempted to negotiate with UMB, and propose a consensual sale process for the Aircraft but was unable to reach an agreement. UMB filed a Motion to Lift the Automatic Stay asking to lift the stay to foreclose on the Aircraft. In support of its Motion to Lift Stay, UMB filed its appraisal asserting its belief that the Aircraft's estimated fair market value is $2.7 million (assuming an extended marketing process of approximately 18 months) and an orderly liquidation range $2,130,000 to $2,214,000. Tarrant County has asserted a priority tax claim also secured by the Aircraft in the amount of $354,514. Upon failure to negotiate a consensual sale process, the Debtor began seeking a broker to sell the Aircraft and discussions concerning the terms of a chapter 11 plan. It has filed an application asking Court approval to retain Swartz Aviation Group, LLC, a broker that specializes in marketing pre-owned aircraft for sale with a particular specialization in Dassault Falcon aircrafts, to sell the Aircraft. After Swartz Aviation listed the Aircraft, on approximately Dec. 14, 2017, Swartz Aviation was approached by Jetstream Aviation, an aircraft broker, with an offer from purchaser, the Purchaser, to purchase the Aircraft. After extensive negotiations between Swartz Aviation and Jetstream, the Purchaser and the Debtor arrived upon the terms contained in the attached PSA. As the PSA recites, the purchase price for the Aircraft is $3,150,000, free and clear of the Interests. Given that UMB seeks to foreclose and proposed a maximum valuation of $2.7 million and a liquidation value of as low as $2.13 million, the price under the PSA is between $450,000 and $1,020,000 greater than that proposed by UMB before the Court. Also, should UMB be allowed to take possession of the Aircraft it would have to have to engage a management company (such as the Debtor did prepetition), which the Debtor presumes would be Baker Aviation, LLC, the same company with which the Debtor contracted. Likewise, the Debtor submits that UMB would engage a broker to market the Aircraft, and have to pay a broker fee at least as much as the Debtor would have to pay. Pursuant to the PSA, and as is customary in the sale of private aircrafts, the Debtor is responsible for airworthiness or safety-of-flight discrepancies discovered during the inspection period. The costs of such discrepancies will be paid out of funds received from Purchase Price. Additionally, pursuant to the Aircraft Broker Agreement, Swartz Aviation is owed a commission upon on any sale of the Aircraft of 3.3% of the Purchas Price, or $99,000. The Broker Commission will be paid out of funds received from the Purchase Price. A copy of the PSA attached to the Motion is available for free at: http://bankrupt.com/misc/N214FT_LLC_71_Sales.pdf Noticing the sale of the Aircraft on 21 days' notice is not possible. The Debtor has obtained approval of an extension of the Delivery Date to Feb. 19, 2018, and the Court has set aside Feb. 14, 2018 as hearing date in the case. Therefore, the expedited hearing will be only slightly expedited. Given the extensive inspection requirements and complicated logistics of delivery, an order approving the sale must entered on a more expedited basis. Because the Debtor must close the sale within the 14-day period provided for by rule 6004, ample cause exists to justify a waiver of the14-day stay imposed by Bankruptcy Rule 6004(h), to the extent that it applies. The Purchaser: COLORADO STRUCTURES, INC. 540 Elkton Drive, Suite 202 Colorado Springs, CO 80907 Attn: Paul Tuttle Telephone: (719) 499-2699 E-mail: ptuttle@csigc.com Other Parties-in-Interest: TARRANT COUNTY Linebarger, Goggan, Blair & Sampson LLP 2777 N Stemmons frwy Suite 1000 Dallas, TX 75207-2328 BAKER AVIATION, LLC c/o Matthew D. Cavenaugh Jackson Walker LLP 1401 McKinney Street, Suite 1900 Houston, TX 77010 UMB BANK co Brian J. Smith Holland & Knight LLP 200 Crescent Court, Ste 1600 Dallas, TX 75201-1829 OFFICE OF THE U.S. TRUSTEE 1100 Commerce Street, Room 976 allas, TX 75242-1011 The Escrow Agent: AIC TITLE SERVICE 6350 W. Reno Ave. Oklahoma City, OK 73127 Telephone: (405) 948-1869 E-mail: mkoboldt@aictitle.com About N214FT, LLC Based in Fort Worth, Texas, N214FT, LLC, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 17-43289) on Aug. 10, 2017. In the petition signed by Dustin Rall, manager, the Debtor estimated $1 million to $10 million in assets and liabilities. Judge Mark X. Mullin presides over the case. Louis M. Phillips, Esq., of Kelly Hart & Pitre represents the Debtor as counsel. OAK RIDGE LOONEYS: Freeman Commercial Hired as Real Estate Broker ----------------------------------------------------------------- Oak Ridge Looneys, LLC, seeks authority from the U.S. Bankruptcy Court for the Middle District of North Carolina, in Greensboro, to employ as its realtor: Bob Anderson, a Licensed Broker Freeman Commercial Real Estate 1255 Creekshire Way, Suite 200 Winston-Salem, NC 27103 E-mail: bob@freemancommercial.com Tel: 336-768-4410 The Debtor is in need of a Realtor to list and sell its property at 2213 Oak Ridge Road, Oak Ridge, North Carolina. Freeman Commercial Real Estate has been operating for over 42 years. Mr. Anderson has been working with Freeman Commercial Real Estate for 12 years. He is a licensed Broker in the State of North Carolina. Mr. Anderson proposes to be paid a commission of 8% of the gross sales price upon closing. All compensation paid to the firm is subject to Bankruptcy Court approval pursuant to Sec. 328 of the Bankruptcy Code. Mr. Anderson says he holds no interest adverse to the Debtor or to its creditors. About Oak Ridge Looneys LLC Oak Ridge Looneys, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. N.C. Case No. 17-11455) on Dec. 31, 2017. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $1 million. Dirk W. Siegmund, Esq., at Ivey, McClellan, Gatton & Siegmund, LLP, serves as the Debtor's bankruptcy counsel. The U.S. Trustee on Jan. 9, 2018, notified the U.S. Bankruptcy Court for the Middle District of North Carolina that no official committee of unsecured creditors was appointed in Oak Ridge's case. OCEANEERING INT'L: Moody's Assigns Ba1 Sr. Unsecured Bonds Rating ----------------------------------------------------------------- Moody's Investors Service assigned a Ba1 rating to Oceaneering International, Inc.'s proposed senior unsecured notes due 2028. Oceaneering's other ratings and negative outlook were unchanged. Net proceeds from the proposed notes will be used to repay the company's term loan due October 2019. "This debt offering will not change Oceaneering's overall debt balance or financial leverage, but it will eliminate near term refinancing risk and improve the company's maturity profile," said Sajjad Alam, Moody's Senior Analyst. Assigned: Issuer: Oceaneering International, Inc. -- Senior Unsecured Bond/Debenture due 2028, Assigned Ba1 (LGD4) RATINGS RATIONALE Oceaneering has an all-unsecured debt capital structure. The proposed 2028 notes were assigned a Ba1 rating given they rank pari passu with Oceaneering's' existing 2024 senior unsecured notes as well as the $500 million revolving credit facility. Due to the preponderance of a single class of debt in the capital structure, Oceaneering's notes and credit facilities are rated Ba1, the same level as the Corporate Family Rating. Oceaneering's Ba1 CFR is supported by its leading market position in the offshore remotely operated vehicles (ROV) segment, strong liquidity, ability to generate free cash flow through the cycle, and its diversified and strong customer base comprised of mostly blue chip oil and gas companies. The rating also reflects the company's declining earnings and increasing financial leverage as well as the challenged outlook for the deepwater and ultra-deepwater markets. Upstream companies have drastically reduced investments in long-cycle and high-cost offshore projects since 2014 and this reduced level of spending will likely continue through 2019. Oceaneering debt/EBITDA ratio could hit 5x by early-2019 under such a scenario. While Oceaneering's management has exhibited conservative financial policies, including husbanding cash and reducing/suspending dividends, a sustained downturn in offshore drilling and development activity will continue to pose heightened downside risk and make it difficult to restore investment-grade credit metrics in the foreseeable future. The negative rating outlook reflects Oceaneering's weakening trends and poor industry fundamentals. The outlook could be revised to stable if the company can exhibit sequential earnings growth in consecutive quarters in an improving industry environment. The rating could be downgraded if the debt/EBITDA ratio falls below 5x. Any significant reduction in cash balance or increased shareholder distributions without a corresponding reduction in leverage will also trigger a negative rating action. Given the highly cyclical nature of the offshore drilling industry, improvements in scale as well as diversification into less volatile businesses or markets would strengthen Oceaneering's credit profile. While an upgrade is unlikely in 2018, if the company could sustain debt/EBITDA below 2.5x and generate increasing free cash flow, a higher rating could be considered. Oceaneering International, Inc. is a Houston, Texas based globally diversified OFS company and a leading provider of remotely operated vehicles to the offshore oil and gas industry. The principal methodology used in these ratings was Global Oilfield Services Industry Rating Methodology published in May 2017. ORBITE TECHNOLOGIES: CCAA Stay Period Extended Until March 30 ------------------------------------------------------------- Orbite Technologies Inc. (nex:ORT.H) on Jan. 30, 2018, provided an update on its continuing efforts to emerge from insolvency protection for the benefit all of its stakeholders. CCAA Court extends the Stay Period As announced on October 31, 2017, the Superior Court of Québec (the "CCAA Court") issued an order pursuant to the Companies' Creditors Arrangement Act ("CCAA") providing for the extension of the stay of all proceedings until January 31, 2018 (the "Stay Period"). On January 29, 2018 the CCAA Court granted a motion filed by the Company and issued an order to further extend the Stay Period until March 30, 2018. Based on the cashflow projections filed by Orbite with the CCAA Court, the Company still expects to have liquidities until the week of April 22, 2018. Accordingly, the Company believes that such order will be beneficial to all stakeholders by giving it the required time and resources to emerge from CCAA protection. There can be no guarantees that the Company will be successful in its restructuring efforts or will emerge from CCAA protection. Update on the Calcination Equipment Orbite reported to the CCAA Court that it continues to work with the calcination equipment supplier's technical teams very closely to resolve the issues with the calcination equipment and finalize the remediation plan. However, the timelines set forth by the equipment supplier are still not being met by it. Consequently, production activities are now expected to resume in May 2018, subject to raising adequate financing and implementing the contemplated supplier-related solutions. The Company will provide further updates as developments occur. About Orbite Orbite Technologies Inc. (nex:ORT.H) is a Canadian cleantech company whose innovative and proprietary processes are expected to produce alumina and other high-value products, such as rare earth and rare metal oxides, at one of the lowest costs in the industry, and in a sustainable fashion, using feedstocks that include aluminous clay, kaolin, nepheline, bauxite, red mud, fly ash as well as serpentine residues from chrysotile processing sites. Orbite is currently in the process of finalizing its first commercial high-purity alumina (HPA) production plant in Cap-Chat, Quebec and has completed the basic engineering for a proposed smelter-grade alumina (SGA) production plant, which would use clay mined from its Grande-Vallee deposit. The Company's portfolio contains 15 intellectual property families, including 45 patents and 48 pending patent applications in 11 different countries and regions. The first intellectual property family is patented in Canada, USA, Australia, Japan and Russia. The Company also operates a state of the art technology development center in Laval, Quebec, where its technologies are developed and validated. Orbite Technologies in April 2017 filed a petition for continuance of the Bankruptcy and Insolvency Act proceedings under the Companies' Creditors Arrangement Act The Superior Court of Quebec granted the petition and issued an initial order pursuant to the CCAA on April 28, 2017. PricewaterhouseCoopers Inc. has been appointed as Monitor. PARKWAY RADIOLOGY: Hires Kline Law as Counsel --------------------------------------------- Parkway Radiology LLC, seeks authority from the U.S. Bankruptcy Court for the District of Maryland to employ Kline Law Group, as counsel to the Debtor. Parkway Radiology requires Kline Law to: a) advise the Debtor with respect to its powers and duties as a debtor-in-possession in the continued operation of its business; b) attend meetings and negotiate with representatives of creditors and other parties-in-interest; c) take necessary actions to protect and preserve the Debtor's estate, including the prosecution of actions on the Debtor's behalf, the defense of any actions commenced against the Debtor, and objecting to claims filed against the Debtor's estate; d) assist the Debtor in connection with preparing necessary motions, answers, applications, orders, reports, or other legal papers necessary to the administration of the estate, and appear in Court on behalf of the Debtor in proceedings related thereto; e) assist the Debtor in the preparation of a chapter 11 plan and disclosure statement, and in any other matters and proceedings in connection therewith, including attending court hearings; f) represent the Debtor in matters which may arise in connection with its business operations, financial and legal affairs, dealings with creditors and other parties- in-interest, sales, and other transactional matters, litigation matters and in any other matters which may arise during the bankruptcy case; and g) perform all other necessary legal services in connection with the prosecution of the bankruptcy case. Kline Law will be paid based upon its normal and usual hourly billing rates. Kline Law received a prepetition retainer from the Debtor in the amount of $15,000, of which $3,283 was applied against Kline Law's prepetition professional fees and $1,717 filing fee. Kline Law was holding unearned retainer funds in the amount of $10,000. The retainer was paid with funds advanced to the Debtor by Dr. Ajay K. Goyal, which owns a membership interest in the Debtor. Kline Law will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert L. Kline, III, partner of Kline Law Group, 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. Kline Law can be reached at: Robert L. Kline, III, Esq. KLINE LAW GROUP LLC 93 N Main Street Port Deposit, MD 21904 Tel: (410) 790-2654 E-mail: klinelawgroupllc@gmail.com About Parkway Radiology Parkway Radiology LLC is a privately owned radiology center in Washington County, Maryland. Parkway Radiology offers both the Fonar Upright Multi-Position MRI and the 3.0 Tesla. Parkway Radiology LLC, based in Hagerstown, MD, filed a Chapter 11 petition (Bankr. D. Md. Case No. 18-10737) on Jan. 18, 2018. In the petition signed by Dr. Ajay K. Goyal, managing member, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. The Hon. Lori S. Simpson presides over the case. Robert L. Kline, III, Esq., at Kline Law Group, serves as bankruptcy counsel. PATRICIA PRUITT: Transferring Norfolk Property to Creditor Colley ----------------------------------------------------------------- Patricia L. Pruitt asks the U.S. Bankruptcy Court for the Eastern District of Virginia to authorize her transfer of the real estate and improvements located at (i) 812 W. 41st St., Norfolk, Virginia; and (ii) 4101 Colley Avenue, Norfolk, Virginia, to Colley Associates, LLP in exchange for a full release of any and all obligations owed by the Debtor and her non-filing spouse, Thomas W. Pruitt to Colley. Objections, if any, must be filed within 21 days of the date of the Notice. The Debtor and Mr. Pruitt, own the Property. The Property has a total tax assessed value, as provided by the City of Norfolk, of $260,900. On Sept. 25, 2012, the Debtor, Mr. Pruitt, and Colley ("Parties") entered into a note whereby the Debtor and Mr. Pruitt borrowed $225,000 from Colley, which obligation was secured by a deed of trust taken against the Property, and the Parties into an Option Agreement, whereby the Parties agreed that Colley would have the option to purchase the Property at its fair market value on the date that the option was exercised and the option would be effective on the date that Mr. Pruitt's lease with Colley for another parcel of property terminated, which option remained in effect until May 31, 2037. The Debtor and Mr. Pruitt defaulted in payments due under the 2012 Note, and Mr. Pruitt's company, The Wave, Inc., which was party to a lease with Colley that Mr. Pruitt had guaranteed, also defaulted on rent due and as a result of the defaults, the parties entered into a modification agreement of the 2012 Note, with an effective date of July 15, 2015, whereby: A. 2012 Note and the rent defaults would be addressed, resulting in a modification of the 2012 Note' interest rate to 8%, with an unpaid principal balance of $179,771, with monthly payments to be paid by the 15th day of each month, beginning Aug. 15, 2015 through the maturity date of Oct. 15, 2017, with the entire balance then due; B. The Parties agreed there was a default under the terms of the 2012 Note, of both principal and interest, as well as certain rent, totaling $60,672, and that the Parties would enter into a new promissory note, dated July 15, 2015, for this amount, plus interest and late fees, and bearing interest at a rate of 8%, payable interest only beginning Aug. 15, 2015 and due every 15th day of each month until the maturity date of Oct. 1 2017, with this note being secured by a second deed of trust on the Property. On July 15, 2015, the Parties entered into a Negotiable Promissory Note, which note provided that the Debtor and Mr. Pruitt promised to pay Colley $60,672, with interest at a rate of 8%, in monthly payments of $404 between Aug. 15, 2015 through Oct. 15, 2017, with the balance of the Note due on Oct. 15, 2017. Also on July 15, 2015, the Parties entered into a Deed of Trust Modification Agreement, whereby the parties agreed that the 2012 Note would be modified and that the sum owed would be $179,771 as of July 15, 2015 and that the monthly payment amounts beginning Aug. 15, 2015 through Oct. 15, 2017, when the entire balance would be due would be $1,198. As of the date of the Motion, the balance owed to Colley is $240,443 and the obligations came due, in full, on Oct. 15, 2017, which balance does not include any late fees, attorney's fees or costs. The Parties have agreed, subject to Court approval, for the transfer of the Property in satisfaction, in full, of all obligations owed to Colley. The transfer of the Property in exchange for a full release of any and all obligations owed by the Debtor and Mr. Pruitt to Colley is a fair exchange, especially if considering that it avoid the costs of sale they may experience if they were to try and sell the Property and considering that Colley could exercise its rights to foreclose at this time pursuant to the applicable deeds of trust in place. The Debtor also asks a finding that the transaction contemplated has been negotiated and proposed in good faith. A prompt transfer of the Property will enable the Debtor to realize the maximum value and cancel out certain debts owed by her, such that the recovery available to her other creditors may actually be maximized by eliminating Colley as a creditor, maintaining the expenses associated with the Property and any costs to be incurred if she attempted to sell the Property through an agent. The Debtor believes the terms and conditions set forth in the Motion are fair and equitable to both the Debtor and the Buyer, and thus reflects a transaction that will result in a successful sale of the property. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Patricia_Pruitt_27_Sales.pdf The Debtor asks the waiver of the 14-day stay insofar as the stay may be otherwise applicable pursuant to Fed. R. Bankr. P. 6004(h). Parties-in-Interest: COLLEY ASSOCIATES, L.L.P. 21 62nd Street Virginia Beach, VA 23451 Thomas W. Pruitt, Sr. 1024 Whippingham Pkwy. Carrollton, VA 23320 Patricia L. Pruitt sought Chapter 11 protection (Bankr. E.D. Va. Case No. 17-72266) on June 21, 2017. The Debtor tapped Kelly Megan Barnhart, Esq., at Roussos, Glanzer & Barnhart, PLC, as counsel. PATRIOT NATIONAL: Files Chapter 11 to Facilitate Restructuring -------------------------------------------------------------- Patriot National, Inc., a provider of technology and outsourcing solutions to the insurance industry, on Jan. 31, 2018, disclosed that it has taken the first steps towards executing on its previously announced intention to consummate a restructuring through a chapter 11 bankruptcy case, as described in a restructuring support agreement ("RSA") between the Company and its lenders, which are funds affiliated with Cerberus Business Finance, LLC and TCW Asset Management Company, LLC. On January 30, 2018, the Company and its direct and indirect U.S.-based subsidiaries (the "Subsidiaries"), filed voluntary petitions for relief under chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. The Company has also filed a plan of reorganization ("Plan") consistent with the restructuring contemplated by the RSA. "The Company's recapitalization under the RSA and the Plan, including a new lending facility, will provide the capital structure needed to revitalize operations and funds to grow the business," said John Rearer, CEO of Patriot National. "During the chapter 11 and beyond, the Company intends to operate its business in the ordinary course with limited impact on the Company's valued customers and clients." Key elements of the bankruptcy process and Plan include: -- Employees will continue to receive all wages in the ordinary course of business -- Broker commissions will be paid in the ordinary course of business -- Carrier customers can be assured of uninterrupted service and payments in accordance with the terms of their current agreements Vendors will continue to be paid going forward pursuant to existing terms -- The Company intends to consummate the restructuring and emerge from bankruptcy in the second quarter of 2018 -- Upon emergence from chapter 11, certain funds and accounts affiliated with Cerberus Business Finance, LLC and TCW Asset Management Company, LLC will convert a portion of their claims under the financing agreement in consideration for 100% of the new equity to be issued in Patriot National and the Subsidiaries -- Existing Patriot National stock will be cancelled and the Company will emerge a privately-held concern "In cooperation with our lenders, we have taken a significant step in securing the future of Patriot National. Through this process we will reduce our debt, improve our liquidity and strengthen our financial condition, creating a more competitive company no longer bogged down by the historical relationships with and receivership of the Guarantee Insurance Company," said Mr. Rearer. "Looking forward, our customers can continue to rely on us, our employees can be proud of their Company and our vendors are assured a strong partner." Court filings and other information related to the restructuring are available at http://cases.primeclerk.com/patnator by calling 855-631-5360 (toll-free) or +1 347-897-3454 (international). Hughes Hubbard & Reed LLP and Pachulski Stang Ziehl & Jones LLP are serving as legal counsel and Duff & Phelps Corporation is serving as financial advisor. About Patriot National Patriot National, Inc. -- http://www.patnat.com/-- is a national provider of comprehensive technology and outsourcing solutions that help insurance companies and employers mitigate risk, comply with complex regulations and save time and money. Patriot National provides general agency services, technology outsourcing, software solutions, specialty underwriting and policyholder services, claims administration services, and self-funded health plans to its insurance carrier clients, employers and other clients. Patriot National is headquartered in Fort Lauderdale, Florida. PENTHOUSE GLOBAL: U.S. Trustee Forms 5-Member Committee ------------------------------------------------------- Peter C. Anderson, U.S. Trustee for the Central District of California, on Jan. 30 appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Penthouse Global Media, Inc., and its affiliates. The committee members are: (1) DVD Factory Inc. Representative: Steve Kalson 7230 Coldwater Canyon Avenue North Hollywood, CA 91605 Tel: (818) 432-5782 Fax: (818) 432-5783 E-mail: ty@dvdfactoryinc.com Steve-dvd@hotmail.com (2) LSC Communications US, LLC / Creel Printing. Representative: Dan Pevonk 4101 Winfield Road Warrenville, IL 60555 Tel: (630) 821-3108 Fax: (630) 821-3093 E-mail: dan.pevonka@lsccom.com (3) TGG Representative: Matthew A. Garrett, CEO 10188 Telesis Court, Suite 130 San Diego, CA 92121 Tel: (760) 697-1033 E-mail: matt.garrett@tgg-accounting.com (4) Miller Law Group Representative: Walter M. Stella 111 Sutter Street San Francisco, CA 94104 Tel: (415) 464-4300 E-mail: wms@millerlawgroup.com (5) Palm Coast Data Representative: Neil Gordon 11 Commerce Boulevard Palm Coast, FL 32164 Tel: (386) 447-6431 Fax: (386) 447-2625 E-mail: gordon.neil@palmcoastdata.com Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About Penthouse Global Headquartered in Chatsworth, California, Penthouse Global Media, Inc. -- http://www.penthouseglobalmedia.com-- was launched in February 2016 as an acquisition by veteran entertainment executive, Kelly Holland. The Company continues the 50+ year Penthouse brand legacy. The focal point of the business includes four main branches: broadcast, publishing, licensing and digital. Various Penthouse TV channels are available in over 100 countries. Penthouse Magazine was founded in the U.K. in 1965 by Bob Guccione and brought to the U.S. in 1969. Penthouse Global Media, Inc., (Bankr. C.D. Calif. Case No. 18-10098) and its affiliates Penthouse Global Broadcasting, Inc. (Bankr. C.D. Calif. Case No. 18-10099), Penthouse Global Licensing, Inc. (Bankr. C.D. Calif. Case No. 18-10101), Penthouse Global Digital, Inc. (Bankr. C.D. Calif. Case No. 18-10102), Penthouse Global Publishing, Inc. (Bankr. C.D. Calif. Case No. 18-10103), GMI Online Ventures, Ltd. (Bankr. C.D. Calif. Case No. 18-10104), Penthouse Digital Media Productions, Inc. (Bankr. C.D. Calif. Case No. 18-10105), Tan Door Media, Inc. (Bankr. C.D. Calif. Case No. 18-10106), Penthouse Images Acquisitions, Ltd. (Bankr. C.D. Calif. Case No. 18-10107), Pure Entertainment Telecommunications, Inc. (Bankr. C.D. Calif. Case No. 18-10108), XVHUB Group, Inc. (Bankr. C.D. Calif. Case No. 18-10109), General Media Communications, Inc. (Bankr. C.D. Calif. Case No. 18-10110), General Media Entertainment, Inc. (Bankr. C.D. Calif. Case No. 18-10111), Danni Ashe, Inc. (Bankr. C.D. Calif. Case No. 18-10112), and Streamray Studios, Inc. (Bankr. C.D. Calif. Case No. 18-10113) simultaneously filed Chapter 11 petitions on Jan. 11, 2018. The petitions were signed by Kelly Holland, CEO. Judge Martin R. Barash presides over the case. Michael H Weiss, Esq., and Laura J. Meltzer, Esq., at Weiss & Spees, LLP, serves as the Debtors' bankruptcy counsel. Penthouse Media estimated its assets at up to $50,000 and its liabilities at between $10 million and $50 million. Penthouse Broadcasting estimated its assets at between $1 million and $10 million and liabilities at between $500,000 and $1 million. Penthouse Licensing estimated its assets and liabilities at between $1 million and $10 million each. PES HOLDINGS: Taps Rust Consulting as Claims Agent -------------------------------------------------- PES Holdings, LLC received approval from the U.S. Bankruptcy Court for the District of Delaware to hire Rust Consulting/Omni Bankruptcy as claims and noticing agent. The firm will oversee the distribution of notices and the maintenance, processing and docketing of proofs of claim filed in the Chapter 11 cases of PES Holdings and its affiliates. The services to be provided by Rust Consulting will be billed at rates ranging from $25 to $155 per hour. Prior to the petition date, the Debtors provided the firm a retainer in the sum of $20,000. 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 PES Holdings LLC Headquartered in Philadelphia, Pennsylvania, 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 and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case Nos. 18-10122 to 18-10130) on January 21, 2018. Gregory G. Gatta, manager, signed the petitions. At the time of the filing, the Debtors disclosed that they had estimated assets and liabilities of $1 billion to $10 billion. The Debtors hired Kirkland & Ellis LLP and Kirkland & Ellis International LLP as their bankruptcy counsel; Pachulski Stang Ziehl & Jones LLP as local bankruptcy counsel; PJT Partners LP as financial advisor; and Alvarez & Marsal North America, LLC as restructuring advisor. PIN OAK: Agreement with DOJ Watchdog for Trustee Appointment OK'd ----------------------------------------------------------------- Judge Patrick M. Flatley of the U.S. Bankruptcy Court for the Northern District of West Virginia approved the agreement of Acting U.S. Trustee John P. Fitzgerald, III and Debtor Pin Oaks Properties, LLC for the appointment of a Chapter 11 Trustee. The Court fully considered the agreement of the parties and holds that the appointment of a chapter 11 trustee is in the best interest of creditors. As reported by the Troubled Company Reporter on Jan. 30, 2018, 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. 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. PINPOINT WAREHOUSING: Taps Iron Horse as Appraisers --------------------------------------------------- Pinpoint Warehousing, LLC, seeks permission from the U.S. Bankruptcy Court for the Western District of North Carolina in Charlotte, for authority to employ Iron Horse Auction Co. as its appraisers. The Debtor needs Iron Horse to appraise personal property in this chapter 11 case. The Debtor seeks to retain Iron Horse because of their extensive experience with the matters for which they are being employed. Iron Horse will charge the Debtor a flat rate not to exceed $5,000, which will cover onsite inspections, travel to/from locations, professional and assistant rates and court testimony. William B. Lilly, Jr. attests that Iron Horse does not hold or represent any interest adverse to the Debtor's estate, and Iron Horse is a "disinterested person" as that phrase is defined in section 101(14) of the Bankruptcy Code. The firm may be reached at: William B. Lilly, Jr. IRON HORSE AUCTION CO 174 Airport Road Rockingham, NC 28379 Tel: 910-997-2248 E-mail: will@ironhorseauction.com About Pinpoint Warehousing Based in Charlotte, North Carolina, Pinpoint Warehousing, LLC, f/k/a Pinpoint Warehousing, Inc. -- http://goppw.com-- is a limited liability company organized and existing under the laws of the State of North Carolina. It is a full-service warehousing company that provides streamlined warehousing, contract packaging, distribution, and order fulfillment processes from five leased facilities located in Charlotte, North Carolina. Pinpoint Warehousing filed for Chapter 11 bankruptcy protection (Bankr. W.D.N.C. Case No. 17-31701) on Oct. 17, 2017, estimating its assets at up to $50,000 and liabilities at between $1 million and $10 million. The petition was signed by Harvey Gantt, its president and CEO. Judge Laura T. Beyer presides over the case. Richard S. Wright, Esq., at Moon Wright & Houston, PLLC, serves as the Debtor's bankruptcy counsel. The Debtor hired GreerWalker LLP as financial advisor. The Official Committee of Unsecured Creditors of Pinpoint Warehousing, LLC, hired Hull & Chandler, P.A., as counsel to the Committee. POINT.360: Hires Daniel P. Hogan as Special Litigation Counsel -------------------------------------------------------------- Point.360 seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ Daniel P. Hogan, Attorney-at-Law, as special litigation counsel to the Debtor. Point.360 requires Daniel P. Hogan to represent the Debtor in any action which it may bring against the following: -- Jeanette Lynn Zepeda and Roundabout Entertainment, Inc.; -- arising out of the Modern VideoFilm; and -- against Visual Data Daniel P. Hogan will be paid at the hourly rates of $300. Debtor owed Hogan unpaid fees in the amount of $2,593.50 at the time of its bankruptcy filing. Daniel P. Hogan will also be reimbursed for reasonable out-of-pocket expenses incurred. Daniel P. Hogan, owner of Daniel P. Hogan, Attorney-at-Law, 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. Daniel P. Hogan can be reached at: Daniel P. Hogan, Esq. DANIEL P. HOGAN, ATTORNEY-AT-LAW 19 S. Bothwell Street, Suite 200 Palatine, IL 60067 Tel: (847) 359-6100 Fax: (847) 359-6105 E-mail: DHogan@McCabeHogan.com About Point.360 Point.360 (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. No trustee has been appointed, and the Company will continue to operate its business as "debtor in possession" under the jurisdiction of the Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Court. PRIORIA ROBOTICS: Case Summary & Largest Unsecured Creditors ------------------------------------------------------------ Affiliates that filed voluntary petitions seeking relief under Chapter 11 Bankruptcy Code: Debtor Case No. ------ -------- Prioria Robotics, Inc. 18-10018 P.O. Box 358920 Gainesville, FL 32635-8920 Prioria Robotics Holdings, Inc. 18-10019 P.O. Box 358920 Gainesville, FL 32635-8920 Business Description: Prioria Robotics is a developer of small unmanned aerial vehicle systems and related technologies, most notably the Maveric, a breakthrough composite carbon fiber UAV. Founded in 2003, Prioria has worked closely with US and allied militaries to identify deficiencies in current UAV systems, and to develop solutions to high priority issues. Prioria also provides engineering solutions for industrial and ground robotics, medical device manufacturers, homeland security applications and other cutting edge commercial products. Prioria utilizes the underlying technologies and components of its unmanned systems to provide solutions to an assortment of other complimentary markets. Prioria is headquartered in Gainesville, Florida. http://www.prioria.com/ Chapter 11 Petition Date: January 29, 2018 Court: United States Bankruptcy Court Northern District of Florida (Gainesville) Debtors' Counsel: Scott A. Stichter, Esq. STICHTER, RIEDEL, BLAIN & POSTLER, P.A. 110 Madison Street, #200 Tampa, FL 33602 Tel: 813-229-0144 Fax: 813-229-1811 E-mail: sstichter.ecf@srbp.com Assets and Liabilities: Estimated Estimated Assets Liabilities --------- ----------- Prioria Inc. $1 mil.-$10 million $1 mil.-$10 million Prioria Holdings $1 mil.-$10 million $1 mil.-$10 million The petitions were signed by Stephen Turner, president. Full-text copies of the petitions are available for free at: http://bankrupt.com/misc/flnb18-10018.pdf http://bankrupt.com/misc/flnb18-10019.pdf A copy of Prioria Robotics, Inc.'s list of 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/flnb18-10018_creditors.pdf A copy of Prioria Robotics Holdings' list of eight unsecured creditors is available for free at: http://bankrupt.com/misc/flnb18-10019_creditors.pdf PROPERTY REMODELING: Hires John F. Leaberry as Counsel ------------------------------------------------------ Property Remodeling Development, LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of West Virginia to employ the Law Firm of John F. Leaberry PLLC, as counsel to the Debtor. Property Remodeling requires John F. Leaberry to: a. provide legal advice with respect to the powers, rights, and duties of the Debtor in the continued management and operation of its business; b. provide legal advice and consultation related to the legal and administrative requirements of operating the Chapter 11 bankruptcy case, including to assist the Debtor in complying with the procedural requirements of the Office of the U.S. Trustee; c. take all necessary actions to protect and preserve the Debtor's Estate, including prosecuting actions on the Debtor's behalf, defend any action commenced against the Debtor, and represent the Debtor's interests in any negotiations or litigation in which the Debtor may be involved, including objections to the claims against the Debtor's Estate; d. prepare on behalf of the Debtor any necessary pleadings including Applications, Motions, Answers, Orders, Complaints, Reports, or other documents necessary or otherwise beneficial to the administration of the Debtor's Estate; e. represent the Debtor's interests at the Meeting of Creditors, pursuant to the Bankruptcy Code, and at any other hearing scheduled before the Bankruptcy Court; f. assist and advise the Debtor in the formulation, negotiation, and implementation of a Chapter 11 Plan and all documents related thereto; g. assist and advise the Debtor with respect to negotiation, documentation, implementation, consummation, and closing of corporate transactions, including sales of assets, in the Chapter 11 bankruptcy case; h. review and analyze all claims filed against the Debtor's Bankruptcy Estate and advise and represent the Debtor in connection with the possible prosecution of objections to claims; i. assist and advise the Debtor concerning any executory contract and unexpired leases, including assumptions, assignments, rejections, and renegotiations; j. coordinate with other professionals employed in the case to rehabilitate the Debtor's affairs; and k. perform all other bankruptcy related legal services for the Debtor that may be or become necessary during the administration of the bankruptcy case. John F. Leaberry will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. John F. Leaberry, managing partner of the Law Firm of John F. Leaberry PLLC, 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. John F. Leaberry can be reached at: John F. Leaberry, Esq. LAW FIRM OF JOHN F. LEABERRY PLLC 167 Patrick Street Lewisburg, WV 24901 Tel: (304) 645-202 About Property Remodeling Development, LLC Property Remodeling Development, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.W. Va. Case No. 17-20634) on December 7, 2017. John H. Wellford III, manager, signed the petition. At the time of the filing, the Debtor disclosed that it had estimated assets of less than $50,000 and liabilities of less than $1 million. Judge Frank W. Volk presides over the case. The Debtor is represented by the Law Office of John Leaberry. PROSPECT MEDICAL: Moody's Lowers CFR to B2; Outlook Stable ---------------------------------------------------------- Moody's Investors Service downgraded Prospect Medical Holdings, Inc.'s Corporate Family Rating to B2 from B1 and the Probability of Default Rating to B2-PD from B1-PD. Moody's also assigned a B1 rating to the company's proposed $1.05 billion first lien senior secured term loan and a B3 rating to the proposed $200 million second lien term loan. The proceeds of the new loans will be used to refinance Prospect Medical's existing debt, reduce the underfunded pension liability and fund a roughly $600 million dividend to shareholders. The rating outlook is stable. The downgrade of the Corporate Family Rating stems from the significant increase in financial leverage to fund the shareholder dividend. Pro forma for the FY2017 benefit of the California Quality Assurance Fee (QAF), the dividend and refinancing transaction will increase leverage to about 6.0x from 4.0x based on the twelve months ended September 30, 2017. The dividend and resulting leverage demonstrates a more aggressive financial policy than previously expected at the B1 rating. The downgrade also reflects Prospect's significant reliance on state Medicaid supplemental payment programs, in particular the QAF. This increases cash flow volatility and exposes the company to greater risk stemming from unfavorable changes to state Medicaid programs. That said, Moody's recognizes that increased payments from these programs will fuel strong earnings and cash flow growth over the next 12 months for Prospect, which will drive deleveraging. Following is a summary of Moody's rating actions. Ratings assigned: Senior secured first lien term loan due 2024 at B1 (LGD 3) Senior secured second lien term loan due 2025 at B3 (LGD 5) Ratings downgraded: Corporate Family Rating, to B2 from B1 Probability of Default Rating, to B2-PD from B1-PD The rating outlook was revised to stable from negative. Moody's will withdraw the rating on the existing first lien term loan due 2022 at the close of the transaction. RATINGS RATIONALE Prospect Medical's B2 Corporate Family Rating reflects the company's high financial leverage and shareholder friendly financial policies. The rating is also constrained by the company's high concentration of revenue and earnings in only a few markets, and significant reliance on Medicaid programs, in particular in California and Pennsylvania. Moody's believes there is longer-term risk to relying heavily on state Medicaid programs due to state and federal budget constraints. Further, Moody's believes that hospital industry-wide challenges to growth and margin expansion, including weak patient volume trends and increasing cost pressures, will constrain organic earnings and cash flow growth going forward. The B2 is supported by Prospects' good scale with about $3 billion of net revenue. Prospect also benefits from strong competitive positions in its markets. It typically operates low-cost community hospitals and offers other healthcare services in its markets. As a result, it is able to manage integrated patient care profitably even for patients covered by Medicaid, which typically pays hospitals the lowest rates. The company also has a good track record of improving profitability at acquired hospitals. The stable outlook reflects Moody's view that leverage will remain high but that cash flow over the next 12-18 months will improve substantially as Prospect receives catch up payments from the California QAF program. Moody's expects substantial cash flow will be used to repay debt, driving leverage to the low 5.0x range. The ratings could be downgraded if operational or reimbursement challenges cause a significant deterioration in financial metrics or the company undertakes a material debt funded acquisition or shareholder distribution. More specifically, ratings could be downgraded if Moody's expects debt to EBITDA to be sustained above 6.0 times or if liquidity weakens. Prospect Medical's ratings could be upgraded if the company grows and diversifies its revenue and reduces reliance on Medicaid supplemental payment programs. Reduced cash flow volatility would also support an upgrade. The ratings could be upgraded if Prospect Medical sustains debt to EBITDA below 4.0 times. Headquartered in Los Angeles, California, Prospect Medical Holdings, Inc. provides health care services through a network of acute care and behavioral hospitals. Through its Medical Group business unit, the company provides administrative management of health care services to independent physician organizations that cover members through a network of primary care doctors and specialists. Prospect Medical generates revenues of approximately $3 billion. The company is owned by certain funds of private equity firm Leonard Green & Partners L.P. and members of the company's management team. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. PROSPECT MEDICAL: S&P Affirms B Corp. Credit Rating, Outlook Stable ------------------------------------------------------------------- S&P Global Ratings affirmed its 'B' corporate credit rating on Prospect Medical Holdings Inc. The outlook is stable. S&P said, "At the same time, we assigned a 'B' issue-level rating and '3' recovery rating to Prospect's proposed $1.05 billion senior secured term loan. The '3' recovery rating indicates our expectation for meaningful (50%-70%; rounded estimate: 60%) recovery to lenders in the event of payment default. "In addition, we assigned a 'CCC+' issue-level rating and '6' recovery rating to Prospect's proposed $200 million senior secured second-lien term loan. The '6' recovery rating indicates our expectation for negligible (0%-10%; rounded estimate: 0%) recovery to lenders in the event of payment default. "We expect Prospect's leverage will increase over the short term as a result of a large approximately $600 million debt-financed sponsor dividend, but then decline by September 2018. Specifically, we expect leverage will temporarily exceed the 5x level that we previously cited as a downside rating trigger, but subsequently decline to about 4.8x by September 2018, which is the company's fiscal year-end. Although leverage will be higher than our prior forecast level of about 3x, providing less cushion for the rating, we don't expect the company to pursue any further shareholder dividends or large acquisitions any time soon, supporting our ratings affirmation. "Our stable rating outlook on Prospect Medical Holdings Inc. reflects S&P Global Ratings' confidence in the sustainability of the QAF program, and our view that the company's profitability will remain relatively reliant on payments from the QAF program, disproportionate share payments, and subsidy programs in other states. We expect that provider fee dollars will continue to result in some lumpiness around reported earnings and cash flow, but that the business will still generate positive discretionary cash flow in 2018, excluding the large expected one-time QAF payment." PROTEA BIOSCIENCES: Hires Schneider Downs as Accountant ------------------------------------------------------- PROTEA Biosciences, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Northern District of West Virginia to employ Schneider Downs & Co., Inc., as accountant to the Debtors. PROTEA Biosciences requires Schneider Downs to: -- prepare the U.S. Corporate Income Tax Returns for the year ended December 31, 2017, for PROTEA Biosciences Group, Inc. -- prepare the U.S. Return of Partnership Income, Calfornia Corporation Franchise or Income Tax Return, Colorado Corporate Income Tax Return, Maryland Corporation Income Tax Return, New Jersey Corporation Business Tax Return, and West Virginia Corporation Net/Business Franchise Tax Return, for PROTEA Biosciences, Inc. Schneider Downs will be paid at these hourly rates: Shareholder $470 Director $425 Senior Manager $415 Manager $370 Senior $290 In-Charge $260 Staff $245 Paraprofessional $155 Clerical $80 Intern $70 Schneider Downs will be paid a retainer in the amount of $10,000. Schneider Downs will also be reimbursed for reasonable out-of-pocket expenses incurred. Daniel P. Phillips, member of Schneider Downs & Co., 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 Debtors and their estates. Schneider Downs can be reached at: Daniel P. Phillips SCHNEIDER DOWNS & CO., INC. One PPG Place, Suite 1700 Pittsburgh, PA 15222 Tel: (412) 261-3644 Fax: (412) 261-4876 About PROTEA Biosciences Headquartered in Morgantown, West Virginia, Protea Biosciences Inc. -- https://www.proteabio.com/ -- is a bioanalytics technology company that provides analytical and diagnostic solutions for the rapid and direct identification, mapping and display of the molecules present in living cells and biological samples. Protea Biosciences, Inc., and its affiliate Protea Biosciences Group, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. W.Va. Case Nos. 17-01200 and 17-01201) on Dec. 1, 2017. At the time of the filing, Protea Biosciences disclosed $5.16 million in assets and $13.64 million in liabilities. Protea Biosciences Group disclosed $2.7 million in assets and $18.2 million in liabilities. Judge Patrick M. Flatley presides over the case. The Debtors hired Buchanan Ingersoll & Rooney PC as their legal counsel; and Compass Advisory Partners, LLC, as their restructuring advisor. The U.S. Trustee for Region 7 appointed an official committee of unsecured creditors in the Debtors' cases. Leech Tishman Fuscaldo & Lampl, LLC, is the Committee's legal counsel, and Johnson Law, PLLC, is its local counsel. PROTEA BIOSCIENCES: Sale of All Assets to Summit for $1.3M Approved ------------------------------------------------------------------- Judge Patrick M. Flatley of the U.S. Bankruptcy Court for the Northern District of West Virginia authorized Protea Biosciences, Inc. and Protea Biosciences Group, Inc., to sell substantially all assets to Summit Resources, Inc., for $1.3 mmillion credit bid. A hearing on the Sale Motion was conducted on Jan. 24, 2018. The sale is free and clear of all Interests of any kind whatsoever. Except as otherwise expressly provided in the APA or the Order, upon the Closing Date, the Debtors are authorized and directed to (a) assume and assign each of the Assumed Contracts to the Buyer free and clear of all Interests of any kind or nature whatsoever and (b) execute and deliver to the Buyer such documents or other instruments as may be necessary to assign and transfer the Assumed Contracts to the Buyer. Notwithstanding the possible applicability of Bankruptcy Rules 6004, 6006, 7062, 9014, or otherwise, the terms and conditions of the Order will be immediately effective and enforceable upon its entry. The Debtors are not subject to any stay in the implementation, enforcement or realization of the relief granted in the Order, and either may, in its discretion and without further delay, close the transactions contemplated under the APA and take any action and perform any act authorized under the Order. About Protea Biosciences Headquartered in Morgantown, West Virginia, Protea Biosciences Inc. -- https://www.proteabio.com/ -- is a bioanalytics technology company that provides analytical and diagnostic solutions for the rapid and direct identification, mapping and display of the molecules present in living cells and biological samples. Protea Biosciences, Inc., and its affiliate Protea Biosciences Group, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. W.Va. Case Nos. 17-01200 and 17-01201) on Dec. 1, 2017. At the time of the filing, Protea Biosciences disclosed $5.16 million in assets and $13.64 million in liabilities. Protea Biosciences Group disclosed $2.7 million in assets and $18.2 million in liabilities. Judge Patrick M. Flatley presides over the case. The Debtors hired Buchanan Ingersoll & Rooney PC as their legal counsel; and Compass Advisory Partners, LLC, as their restructuring advisor. The U.S. Trustee for Region 7 appointed an official committee of unsecured creditors in the Debtors' cases. Leech Tishman Fuscaldo & Lampl, LLC is the Committee's legal counsel and Johnson Law, PLLC is its local counsel. PT BAKRIE TELECOM: Chapter 15 Case Summary ------------------------------------------ Chapter 15 Debtor: PT Bakrie Telecom Tbk Wisma Bakrie, 3rd Floor Jalan H.R. Rasuna Said Kav. B-1 Jakarta 12920 Republic of Indonesia Type of Business: PT Bakrie Telecom Tbk is an Indonesia-based Telecommunication services provider. The Company provides fixed digital radio cellular telecommunication network and services. Its services include fixed wireless access using extended-time division multiple access (E-TDMA) technology, which is a limited mobility service using code division multiple access (CDMA) 2000 1x technology. Chapter 15 Petition Date: January 29, 2018 Case No.: 18-10200 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: Hon. Sean H. Lane Authorized Representative: Jastiro Abi Wisma Bakrie, 3rd Floor Jalan H.R. Rasuna Sald Kav. B-1 Jakarta 12920 Republic of Indonesia Authorized Representative's Counsel: Kenneth R. Puhala, Esq. SCHNADER HARRISON SEGAL & LEWIS LLP 140 Broadway, Suite 3100 New York, NY 10005 Tel: (212) 973-8140 Fax: (212) 972-8798 E-mail: kpuhala@schnader.com Estimated Assets: Unknown Estimated Debt: Unknown A full-text copy of the petition is available for free at: http://bankrupt.com/misc/deb18-10200.pdf QUANTUM WELLNESS: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Quantum Wellness Botanical Institute, LLC, as of Jan. 29, according to a court docket. Quantum Wellness is represented by: Thomas E. Littler, Esq. Littler PC 341 W. Secretariat Drive Tempe, AZ 85284 Tel: 480-248-9010 Email: telittler@gmail.com About Quantum Wellness Botanical Institute Quantum Wellness Botanical Institute, LLC -- http://quantumwellnessbotanicalinstitute.com/-- is a producer of plant-based nutritional supplements based in Scottsdale, Arizona. Quantum Wellness sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 17-13721) on November 17, 2017. Fred Auzenne, chief executive officer, 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 Eddward P. Ballinger Jr. presides over the case. Littler PC is the Debtor's bankruptcy counsel. RAND LOGISTICS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Lead Debtor: Rand Logistics, Inc. 333 Washington Street, Suite 201 Jersey City, NJ 07302 Type of Business: Rand Logistics, Inc. -- http://www.randlogisticsinc.com-- provides bulk freight shipping services in the Great Lakes region. Through its subsidiaries, the Company operates a fleet of ten self-unloading bulk carriers, including eight River Class vessels and one River Class integrated tug/barge unit, and three conventional bulk carriers, of which one is operated under a contract of affreightment. The Company's vessels operate under the U.S. Jones Act -- which dictates that only ships that are built, crewed and owned by U.S. citizens can operate between U.S. ports - and the Canada Marine Act -- which requires Canadian commissioned ships to operate between Canadian ports. Headquartered in Jersey City, New Jersey, Rand Logistics was formed in 2006 through the acquisition of the outstanding shares of capital stock of Lower Lakes Towing Ltd. Common shares of Rand Logistics trade on the NASDAQ Capital Market under the symbol RLOG. Chapter 11 Petition Date: January 29, 2018 Affiliates that simultaneously filed voluntary Chapter 11 petitions: Debtor Case No. ------ -------- Rand Logistics, Inc. (Lead Case) 18-10175 Lower Lakes Transportation Company 18-10176 Grand River Navigation Company, Inc. 18-10177 Black Creek Shipping Company, Inc. 18-10178 Rand LL Holdings Corp. 18-10179 Rand Finance Corp. 18-10180 Black Creek Shipping Holding Company, Inc. 18-10181 Court: United States Bankruptcy Court District of Delaware (Delaware) Debtors' Delaware Bankruptcy Counsel: David B. Stratton, Esq. David M. Fournier, Esq. Evelyn J. Meltzer, Esq. PEPPER HAMILTON LLP Hercules Plaza, Suite 5100 1313 Market Street P.O. Box 1709 Wilmington, DE 19899 Tel: (302) 777-6500 Fax: (302) 421- 8390 E-mail: strattond@pepperlaw.com fournierd@pepperlaw.com meltzere@pepperlaw.com Debtors' General Bankruptcy Counsel: Meredith A. Lahaie, Esq. Alexis Freeman, Esq. Zach Lanier, Esq. AKIN GUMP STRAUSS HAUER & FELD LLP One Bryant Park New York, NY 10036 Tel: (212) 872-1000 Fax: (212) 872-1002 E-mail: mlahaie@akingump.com afreeman@akingump.com zlanier@akingump.com Debtors' Turnaround Managers: CONWAY MACKENZIE, INC. Debtors' Investment Banker & Financial Advisor: MILLER BUCKFIRE & CO. LLC Debtors' Noticing, Balloting & Claims Agent: KURTZMAN CARSON CONSULTANTS Web site: http://www.kccllc.net/rand Total Consolidated Assets as of Nov. 30, 2017: $268,948,855 Total Consolidated Debt as of Nov. 30, 2017: $258,535,349 The petitions were signed by Mark S. Hiltwein, chief financial officer. A full-text copy of Rand Logistics' petition is available at: http://bankrupt.com/misc/deb18-10175.pdf List of Rand Logistics's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Central Machine & Marine Inc. Trade $326,160 649 McGregor Road P.O. Box 2163 Sarnia, ON N7T 7L7 Canada Tel: (519) 337-3722 Email: generalmanager@centralmm.ca Thompson Hine LP Professional $287,846 3900 Key Centre Services Cleveland, OH 44114,1291 Rob Burger Tel: (216) 566-5790 Email: Rob.Burger@thompsonhine.com Great Lakes Towing Company Trade $71,038 4500 Division Ave. Cleveland, OH 44102-2228 Tel: (216) 621-484 Email: CI@thegreatlakesgroup.com Samsel Supply Company Trade $51,362 Box 5717 Clevemand, OH 44191 Tel: (216) 241-0333 Email: ncampbell@samselsupply.com Hansen Industries Ltd. Trade $44,629 Email: Riverside@hhansenind.com Marine Market Inc. Trade $44,213 Email: orders@marinemarketinc.com Northern Machining & Repair Inc. Trade $34,275 Email: melisaj@northernmachining.com CSX Transportation Inc. Trade $30,581 Email: GB_Accounts_Receivable@csx.com Veson Nautical LLC Trade $27,487 Email: billing@veson.com Workiva LLC Trade $22,952 Email: accounting@workiva.com EAN Services, LLC Trade $14,923 Email: aradmin@ehi.com Kendall Electric Inc. Trade $13,736 Email: inda.cary@kendallgroup.com Warner Petroleum Corp. Trade $12,991 Email: dritchie@wpcgroup.us Padgett Swann Machinery Company, Inc. Trade $12,950 Email: lhouse@padgettswann.com John Duffy Electrical Co. Trade $12,880 Email: duffyelectrical@sympatico.ca Wilhelmsen Ships Service Inc. Trade $8,908 (Houston) Email: Christopher.Moreno@wilhelmsen.com Kinder Morgan Energy Partners, L.P. Trade $6,776 Email: midwestar@kindermorgan.com UP Environmental Services Trade $6,570 Wm. Neundorfer & Co. Trade $6,467 Email: info@wmneudorfer.com Ulysses Systems Trade $5,968 National Westminster Bank Email: tkalfadopoulos@ulysses- systems.com RAND LOGISTICS: Files Chapter 11 to Implement AIP-Backed Plan ------------------------------------------------------------- Rand Logistics, Inc. and certain of its U.S. subsidiaries filed voluntary petitions under chapter 11 of the United States Code in the Bankruptcy Court for the District of Delaware on January 29, 2018. The Bankruptcy Cases were filed to effectuate the Debtors' pre-packaged plan of reorganization, which the Company disclosed in November 2017. As contemplated by the Plan, Lightship Capital LLC -- an affiliate of American Industrial Partners -- the holder of 100% of the Debtors' second lien debt, has agreed to convert all of the second lien debt into 100% of the new common stock of the reorganized Company, subject to dilution by shares to be issued under an equity incentive plan for management and directors. Prior to filing the Bankruptcy Cases, the Debtors received a ballot from Lightship, the only creditor impaired under the Plan and entitled to vote to accept or reject the Plan, voting in favor of the Plan. The transactions contemplated by the Plan will materially de-lever the Company's balance sheet, eliminating approximately $92 million in outstanding debt and resulting in Lightship becoming the owner of substantially all of the Company's new common stock upon its emergence from Chapter 11. The Company's Chapter 11 case is being administered under the caption In re: Rand Logistics, Inc. (Case No. 18-10175). The Debtors have filed a motion with the Court seeking to administer all of the Debtors' Chapter 11 cases jointly under the caption In re: Rand Logistics, et al. The Debtors will continue to operate their businesses as "debtors in possession" under the jurisdiction of the Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Court. During the Bankruptcy Cases, the Debtors intend, subject to Court approval, to pay all trade vendors, suppliers and customers in the ordinary course of business. The subsidiary Debtors in the Chapter 11 cases are Rand Finance Corp., Rand LL Holdings Corp., Grand River Navigation Company, Inc., Lower Lakes Transportation Company, Black Creek Shipping Company, Inc. and Black Creek Shipping Holding Company, Inc. None of the Company's Canadian subsidiaries have filed petitions for bankruptcy protection either in the United States or Canada, and they will continue their operations in the ordinary course of business. The holders of the Company's secured debt have agreed to forbear from taking any action with respect to the Canadian subsidiaries during the expected timeline of the Bankruptcy Cases. AIP-Backed Restructuring, Quick Exit Seen Rand has been involved in discussions with its lender under the Term Loan Credit Agreement, dated as of March 11, 2014, by and among Lower Lakes Towing Ltd., Lower Lakes Transportation Company, Grand River Navigation Company, Inc. and Black Creek Shipping Company, Inc., as borrowers, Rand LL Holdings Corp., Rand Finance Corp., Black Creek Shipping Holding Company, Inc. and Rand, as guarantors, Guggenheim Corporate Funding, LLC, as Second Lien Agent, and the lenders party thereto -- Second Lien Credit Agreement -- with respect to a potential restructuring transaction involving Rand and its direct and indirect subsidiaries. On November 17, 2017, the Company entered into a restructuring support agreement Lightship, the holder of all of the indebtedness outstanding under the Second Lien Credit Agreement. The RSA sets forth the material terms of a comprehensive restructuring of the Company through a pre-packaged chapter 11 plan. The RSA contemplated that the Company will file for chapter 11 bankruptcy in Delaware by December 19, 2017, to implement the Plan in accordance with the term sheet annexed to the RSA. On November 21, Rand said AIP has agreed to acquire the Company. AIP is a New York-based private equity firm with over $4.0 billion of assets under management that focuses on buying, improving and growing industrial businesses in the U.S. and Canada. Pursuant to the terms of the RSA and the Term Sheet, holders of claims and interests will receive the following treatment under the proposed Plan: * All of the Second Lien Lender's claims will be cancelled in exchange for 100% of the new common stock to be issued by the reorganized Company, subject to dilution for an equity incentive plan for management and directors. * All unsecured claims, including the claims of the Company's vendors and trade creditors, will be paid in cash in full or reinstated. * Existing common and preferred shareholders of Rand will have their equity interests cancelled without receiving any recovery or consideration and will cease to have an ownership or financial interest in the reorganized Company. * Assuming the holders of claims arising on account of the Company's existing revolving credit facility -- First Lien Credit Agreement -- vote to accept the Plan and, along with the agent under the First Lien Credit Agreement, execute joinders making them parties to the RSA, the claims of the First Lien Lenders will be modified and extended on terms to be agreed upon by the Company, the First Lien Lenders and the Second Lien Lenders and will otherwise be unimpaired. Bank of America, N.A., is the First Lien Agent. Pursuant to the RSA, the Company, concurrently with its efforts to consummate the Plan in accordance with the timeframes set forth in the RSA, is permitted to continue the process previously initiated by the Company to pursue a sale of the Company's assets or equity in a transaction that would: (i) fund the treatment under the Plan for allowed administrative claims, other priority claims and allowed general unsecured claims, (ii) pay in cash in full all of the claims of the First Lien Lenders and the Second Lien Lender, and (iii) pay any additional consideration to Rand's existing common and preferred shareholders. The Company is conducting the Approved Sale process in cooperation with Miller Buckfire & Co., LLC, the Company's financial advisor. The RSA provided that the Company may pursue the Approved Sale Process prior to the commencement of its chapter 11 process and thereafter until December 31, 2017. The RSA contains certain covenants on the part of the Company, the Second Lien Lender and the First Lien Lenders (in the event that they become party to the RSA), including that the Second Lien Lender and the First Lien Lenders will vote in favor of the Plan and otherwise facilitate the restructuring transaction, in each case subject to certain terms and conditions in the RSA. Under the RSA, the Company has agreed, among other things, to (i) support the restructuring and the Plan in accordance with the timelines set forth in the RSA, (ii) act in good faith and take all actions reasonably necessary, or as may be required by the Bankruptcy Court, to support and achieve the restructuring, (iii) provide reasonable access to the Company's books and records, (iv) use commercially reasonable efforts to obtain any and all regulatory and/or third party approvals necessary to consummate the restructuring, and (v) take no actions inconsistent with the RSA. The consummation of the Plan will be subject to customary conditions and other requirements. Among other things, under the RSA, the Company was required to: (i) commence the solicitation of votes to accept or reject the Plan by December 12, 2017, (ii) commence cases under chapter 11 by December 19, 2017, (iii) obtain entry of an order by the Bankruptcy Court confirming the Plan by January 26, 2018, and (iv) consummate the Plan by January 31, 2018 (subject to the right of the Company, the Second Lien Lender and the First Lien Agent to extend the consummation deadline by mutual written consent). Rand cautioned, "There can be no assurance that the transactions contemplated by the RSA, the Term Sheet and the Plan will be consummated in a timely manner, or at all." Except for the timeline, the Prepacked Plan that was filed together with the bankruptcy petition provided for the terms of the RSA. Rand said Monday the Debtors are targeting a hearing before the Court in late February to approve the Plan. Assuming Court approval of the Plan in late February, the Debtors expect to consummate the transactions contemplated by the Plan and emerge from Chapter 11 shortly thereafter. A copy of the November 2017 Restructuring Support Agreement is available at https://is.gd/oIy4ja $25-Mil. DIP Loan Rand also disclosed Monday that the Debtors will enter into a $25 million "debtor in possession" financing facility with Lightship upon the commencement of the Bankruptcy Cases (subject to Court approval) to ensure adequate liquidity to fund their operations during the Bankruptcy Cases. The Debtors have also received a commitment from Ally Bank for exit financing to replace the Debtors' existing revolving credit facility and enable them to emerge from Chapter 11 with adequate liquidity upon consummation of the Plan. The Company says the commencement of the Bankruptcy Cases constituted an event of default that accelerated the Company's obligations under these debt instruments: * Term Loan Credit Agreement, dated as of March 11, 2014, by and among Lower Lakes Towing Ltd., Lower Lakes Transportation Company, Grand River Navigation Company, Inc. and Black Creek Shipping Company, Inc. (each, as a borrower), Black Creek Shipping Company, Inc., Lower Lakes Transportation Company, Grand River Navigation Company, Inc., Rand LL Holdings Corp., Rand Finance Corp., Black Creek Shipping Holding Company, Inc., Lower Lakes Ship Repair Company Ltd. and the Company (each, as a guarantor), Lightship Capital LLC, as successor agent, and the lenders party thereto, as amended, supplemented or otherwise modified from time to time. * Credit Agreement, dated March 27, 2015, among Lower Lakes Towing Ltd., Lower Lakes Transportation Company, Grand River Navigation Company, Inc., and Black Creek Shipping Company, Inc. (each, as a borrower), Black Creek Shipping Company, Inc., Lower Lakes Transportation Company, Grand River Navigation Company, Inc., Rand LL Holdings Corp., Rand Finance Corp., Black Creek Shipping Holding Company, Inc., Lower Lakes Ship Repair Company Ltd. and the Company (each, as a guarantor), Bank of America, N.A., as agent, and the lenders party thereto, as amended, supplemented or otherwise modified from time to time. Mark S. Hiltwein, the Company's Chief Financial Officer, says any efforts to enforce such payment obligations against the Debtors under the Debt Documents are automatically stayed as a result of the filing of the Bankruptcy Petitions and the holders' rights of enforcement in respect of the Debt Documents are subject to the applicable provisions of the Bankruptcy Code. Nasdaq Delisting On September 20, 2017, the Company received a notice from The Nasdaq Stock Market indicating that the Company had not regained compliance with the minimum $1.00 bid price per share requirement for continued listing under Listing Rule 5550(a)(2) and its common stock would be delisted from Nasdaq at the opening of business on September 29, 2017, unless the Company timely requested a hearing before the Nasdaq Hearings Panel. The Company appealed the delisting notice and appeared in front of the Panel on November 16, 2017. The Panel issued a decision on December 4, 2017 continuing the Company's listing, conditioned upon, among other things, the Company's ability to implement a reverse stock split and demonstrate compliance with Listing Rule 5550(a)(2) by March 19, 2018. The Company informed the Panel on January 2, 2018 that it would be unable to meet the requirements of the Panel's decision. On January 3, 2018, the Company received written notification from the Panel that the Panel has determined to delist the Company's common stock from Nasdaq and the suspension of trading would be effective at the open of business on January 5. The Panel has also informed the Company that Nasdaq will complete the delisting by filing a Form 25 Notification of Delisting with the Securities and Exchange Commission, after the applicable appeals periods have lapsed. The Company said it won't appeal the Panel's determination to delist the Company's common stock. The Company has said its common stock may be eligible to be quoted on the OTC Bulletin Board or in the "Pink Sheets." OTCBB or Pink Sheets trading may occur only if a market maker applies to quote the Company's common stock and the Company is current in its reporting obligations under the Securities Exchange Act of 1934. AIP may be reached through: Katie Dailey AIP Stone Holding, LP c/o American Industrial Partners 330 Madison Avenue, FL 28 New York, NY 10017 The Debtors are represented by: Meredith A. Lahaie, Esq. Stephen B. Kuhn, Esq. AKIN GUMP STRAUSS HAUER & FELD LLP One Bryant Park Bank of America Tower New York, NY 10036-6745 Lightship may be reached at: Jason Perri, President LIGHTSHIP CAPITAL LLC 330 Madison Avenue, 28th Floor New York NY 10017 Lightship is represented by: Thomas E Lauria, Esq. WHITE & CASE LLP 200 South Biscayne Blvd., Suite 4900 Miami, FL 33131 About Rand Logistics Jersey City, New Jersey-based Rand Logistics, Inc. provides bulk freight shipping services throughout the Great Lakes Region. Akin Gump Strauss Hauer & Feld LLP represents the Company, and the Company is being advised by Stifel Financial and its subsidiary Miller Buckfire & Co., LLC. White & Case LLP represents AIP, and AIP is being advised by Houlihan Lokey Capital, Inc. As of September 30, 2017, Rand listed $275,718,000 in total assets against $260,389,000 in total liabilities and $15,329,000. RBW SD INC: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of RBW SD, Inc., as of Jan. 30, according to a court docket. Headquartered in San Diego, California, RBW SD, Inc. -- http://rbwsecurity.com-- provides security services for a variety of clientele including residential gated communities, medical centers, construction sites and retail shopping centers throughout California and Arizona. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D. Calif. Case No. 17-06906) on Nov. 14, 2017, listing total assets of $138,402 and total liabilities of $1.58 million. The petition was signed by Hughford Muhammad, president of RBW SD, Inc. Judge Christopher B. Latham presides over the case. Andrew H. Griffin, III, Esq., at the Law Offices of Andrew H. Griffin, III, serves as the Debtor's bankruptcy counsel. RDX TECHNOLOGIES: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of RDX Technologies Corporation as of Jan. 29, according to a court docket. About RDX Technologies Corporation Based in Scottsdale, Arizona, RDX Technologies Corporation operates as an energy services and water treatment company in Canada and the United States. It operates through Environmental and Reclamation, Energy, Water, and Equipment Sales and Rentals segments. The company was formerly known as Ridgeline Energy Services Inc. and changed its name to RDX Technologies Corporation in August 2013. The company previously sought bankruptcy protection on Dec. 17, 2015 (Bankr. D. Ariz. Case No. 15-15859). RDX Technologies Corporation, based in Scottsdale, AZ, filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 17-14387) on December 5, 2017. The Hon. Eddward P. Ballinger Jr. presides over the case. Mark J. Giunta, Esq., at the Law Office of Mark J. Giunta, serves as bankruptcy counsel. In its petition, the Debtor estimated $925,000 in assets and $37.24 million in liabilities. The petition was signed by Tony Ker, its director. ROCKPOINT GAS: Fitch Assigns First Time 'B-' IDR; Outlook Stable ---------------------------------------------------------------- Fitch Ratings has assigned a first time Long-Term Issuer Default Rating (IDR) of 'B-' to Rockpoint Gas Storage Partners LP (RGS). Fitch has also assigned a first time 'B-' (IDR) to Rockpoint Gas Storage Canada Ltd. Rockpoint Gas Storage Canada Ltd. is guaranteed by its parent RGS. Fitch has also assigned 'B'/'RR3' ratings to Rockpoint Gas Storage Canada Ltd.'s senior secured notes. Proceeds from the notes offering will be used for debt repayment. Fitch has reviewed the preliminary draft legal documentation for the proposed notes. The assigned ratings assume there will be no material variation from the draft previously provided. The Rating Outlook is Stable. The ratings reflect RGS's small size (as measured by EBITDA), its activity in the volatile midstream sub-segment of natural gas storage, and its geographical concentration in the province of Alberta. Leverage for fiscal year ending March 31, 2019 is expected by Fitch to be over 6.0x. The 'B'/'RR3' ratings reflect Fitch's expectation for above average recovery (50% to 70%) in the event of default. The Stable Outlook is based on RGS's strategy to place most of its capacity under long-term contracts, and a recent strengthening (albeit moderate strengthening) in time-spreads for June-to-January forwards (a proxy for a generic storage company's unit revenues). KEY RATING DRIVERS Storage Industry Profit Weakness Persists: Across North America, the value of natural gas storage space remains low. The best end-user demand source for storage is residential customers who require gas seasonally to heat their homes. This segment of natural gas consumption has been for many years relatively slow growing. Meanwhile, the storage industry accordingly has been unable to profitably utilize the excess asset base that resulted from new storage construction during the 2006-2008 period. U.S. LNG Exports Pose Uncertainty: One U.S. LNG export station is in operation, and the station's operator is the process of establishing its own durable commercial relationships (i.e., excluding its long-term take-or-pay contract portfolio created six years ago). Fitch believes that after about a year of operation, the in-construction U.S. LNG export facilities will be an important factor for gas storage facilities. It is uncertain whether the international LNG trade will enhance or hurt North American storage companies. To the extent that LNG exports ramp up in the April-November period to take advantage of lower prices (thereby exerting upward pressure on those prices), LNG exports may come to be a counter-seasonal demand source to North American heating demand. Such an outcome is not the base case emerging from industry commentary. Such a low-probability case would be a negative case for RGS. Solid Track Record of Sponsor: Brookfield Asset Management Inc. (BAM) controls RGS. BAM invests in multiple real asset classes, with approximately C$267 billion of assets under management worldwide. The company has demonstrated a patient approach to developing and capitalizing on slowly emerging trends, most recently with NGPL PipeCo, LLC. (NR). BAM has been supportive of RGS, with approximately $400 million of third-party senior debt bought out and converted to PIK subordinated debt. Sound Commercial Strategy: RGS's strategy is to have a blend of long-term take-or-pay, short-term take-or-pay, and matched-booked proprietary storage positions. Over time, the long-term take-or-pay contract service is targeted to be allocated to the majority of the RGS storage space. DERIVATION SUMMARY Amerigas L.P. is a retail business, and, so, in that regard unlike RGS. Yet, Amerigas's business does have a strong seasonal component to it and is heavily influenced by the weather in its peak season. Amerigas is much bigger than RGS. Fitch has projected its leverage will be in the mid- 4x area in the medium-term. Amerigas's Long-Term IDR is 'BB'. Kinder Morgan, Inc. and Boardwalk Pipelines, L.P. are two large and diversified entities that serve similar utility customers as RGS does. KMI has leverage over 5.0x and BWP has leverage in the mid 4x area (but forecasted by Fitch to rise to the mid 5x area). While both companies have some natural gas storage, their bigger natural gas-related activity is interstate natural gas pipelines, where fundamentals are better than in the natural gas storage business. Both companies have IDR's of 'BBB-'. KEY ASSUMPTIONS Fitch's key assumptions within Fitch rating case for the issuer include: -- Optimization revenue and new contract revenue both reflect time-spreads that have prevailed in the recent past, and are held level for the forecast period; -- Performance under existing contracts with third-parties produces the cash flows management forecasts; -- Maintenance capital expenditures are approximately $10 million per year; -- No growth capital expenditures, no acquisitions; -- Brookfield Asset Management Inc. continues to cause its subsidiary to provide a $100 million unsecured revolving credit facility for RGS's liquidity; -- All BAM-held (or BAM-affiliate-held) debt at RGS or the Issuer that is not senior at the current date remains subordinated. RATING SENSITIVITIES Future Developments That May, Individually or Collectively, Lead to Positive Rating Action -- An increase in the percentage of space tied to contracts with three-year or more of life left to run. -- Adjusted debt to Adjusted EBITDA of 5.5 or less on a sustained basis. Future Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Expected or actual fiscal year with adjusted debt to adjusted EBITDA above 7.5x and/or Adjusted EBITDA Interest coverage below 1.5x. -- Change in terms regarding Brookfield debt instruments that are adverse to third-party senior creditors. LIQUIDITY Liquidity is ample prior to the company's planned recapitalization and is projected to remain adequate over the forecast horizon. RGS is expected to have availability on both its $230 million ABL Revolver, net of letters of credit, as well as the option to utilize its $100 million unsecured revolver with the Brookfield family, and the company can exercise the right to PIK or otherwise defer interest payments on its credit facilities on a limited basis. RGS's near-term maturities, including its 2018 Term Loan and 2019 Senior Unsecured Notes, will be repaid as a result of the new transactions, removing the near-term maturity wall and adequately capitalizing the company over the forecast period. FULL LIST OF RATING ACTIONS Fitch rates the following: Rockpoint Gas Storage Canada Ltd. -- Long-term IDR 'B-'; -- Senior secured notes 'B'/'RR3'. Rockpoint Gas Storage Partners LP -- Long-term IDR 'B-'. ROCKPOINT GAS: S&P Rates US$400MM Secured Notes Due 2023 'BB-' -------------------------------------------------------------- S&P Global ratings assigned its 'BB-' issue-level rating and '4' recovery rating to the US$ 400 million senior secured notes issued by Rockpoint Gas Storage Canada Ltd., a subsidiary of Rockpoint Gas Storage Partners L.P. (Rockpoint). The '4' recovery rating reflects our expectation of average (30%-50%; rounded estimate: 40%) recovery in a default scenario. At the same time, S&P Global Ratings affirmed its 'BB-' long-term corporate credit rating (CCR) on Rockpoint. The outlook is stable. S&P said, "The ratings reflect our assessment that the notes' issuance will have no meaningful impact on Rockpoint's financial leverage, because the notes will refund the US$150 million term loan due December 2018 and $219 million senior unsecured notes maturing April 2019. However, the refinancing will improve the company's financial flexibility to some extent by extending the debt maturity. "Our recovery expectation for the notes is higher than what we have for the refinanced US$219 million notes because, owing to the term loan's repayment, the notes would be higher in the waterfall, compared with the refinanced notes, in our simulated default scenario. "We assess Rockpoint's business risk profile as weak, given that the company's gas storage business of about 300 billion cubic feet (bcf) is inherently volatile because of reliance on the natural gas market, dependence on seasonal natural gas spreads for profitability, and exposure to contract renewal risk. Although improving, the demand for storage in North America in the past few years has been volatile. In addition, pipeline capacity is built out in some areas, which generally increases the deliverability of gas and dampens the price differentials between markets. The prices of natural gas and seasonal storage spreads have stabilized somewhat, supporting profitability over the next few years. The weak business profile also reflects limited diversity in Rockport's business. While the company has storage facilities in Alberta, Oklahoma, California, and Texas, we believe that the North American gas storage fundamentals are about correlated, so there is a limited benefit from this geographical diversity. "Our aggressive financial risk profile assessment reflects forecast EBITDA of about US$85 million for the year ending March 31, 2018, rising above US$95 million in both 2019 and 2020. We base this forecast on our expectations that realized storage margins will improve slightly because of better gas storage fundamentals compared with the past few years." In addition, the owner, Brookfield Infrastructure Fund II (BIF), has added two storage facilities for about 60 bcf to Rockpoint, contributing to the increase somewhat. The stable outlook reflects S&P Global Ratings' expectation that debt to EBITDA will remain less than 5x in the next two years. S&P expects seasonal gas spreads will not deteriorate significantly, resulting in a high proportion of fixed long- and short-term gas storage capacity utilization. S&P said, "An upgrade during our two-year outlook horizon would require debt to EBITDA declining and staying below 4x, which could be due to significant improvements in storage contracts resulting either from wider seasonal spreads or a material increase in gas prices volatility. "We could lower the ratings if debt to EBITDA worsens to and stays above 5x. This could occur if there is a protracted contraction in natural gas seasonal spreads or if the North America gas market forward prices remain lower than spot prices for a long period, discouraging gas storage." SALVADOR CORDERO: FHB Bid for Ch. 11 Trustee Appointment Granted ---------------------------------------------------------------- Judge Robert J. Faris of the U.S. Bankruptcy Court for the District of Hawaii issued an order granting First Hawaiian Bank's motion for appointment of a Chapter 11 Trustee in the case of Salvador Cacho Cordero. The U.S. Trustee is, thus, directed to appoint a Chapter 11 Trustee. In a previous report by the Troubled Company Reporter, FHB asserted that the Debtor appears to be either incapable or unwilling to operate his estate in the interest of his creditors. In either case, he cannot be trusted to fulfill his fiduciary duties as a debtor-in-possession. Salvador Cacho Cordero sought Chapter 11 protection (Bankr. D. Hawaii Case No. 17-01071) on Oct. 15, 2017. The Debtor tapped Ramon J. Ferrer, Esq., at Law Office of Ramon J. Ferrer, as counsel. SCOTTISH HOLDINGS: Case Summary & Top Unsecured Creditors --------------------------------------------------------- Affiliates that filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Scottish Holdings, Inc. 18-10160 14120 Ballantyne Corporate Pl., #300 Charlotte, NC 28277 Scottish Annuity & Life Insurance Company (Cayman) 18-10161 Type of Business: Scottish Re Group Limited -- http://www.scottishre.com-- is a holding company organized under the laws of the Cayman Islands with its principal executive office in Bermuda. Through its operating subsidiaries, the company is engaged in the reinsurance of life insurance, annuities and annuity-type products. These products are written by life insurance companies and other financial institutions primarily located in the United States. Scottish Re Group has operating companies in Bermuda, Ireland, and the United States. Scottish Holdings, Inc. and Scottish Annuity operate as subsidiaries of Scottish Re Group Ltd. Chapter 11 Petition Date: January 28, 2018 Court: United States Bankruptcy Court District of Delaware (Delaware) Debtors' Counsel: Eric D. Schwartz, Esq. Gregory W. Werkheiser, Esq. Matthew B. Harvey, Esq. MORRIS, NICHOLS, ARSHT & TUNNELL LLP 1201 N. Market St., 16th Floor PO Box 1347 Wilmington, DE 19899-1347 Tel: (302) 658-9200 Fax: (302) 658-3989 E-mail: eschwartz@mnat.com gwerkheiser@mnat.com mharvey@mnat.com - and - Peter Ivanick, Esq. Lynn W. Holbert, Esq. John D. Beck, Esq. HOGAN LOVELLS US LLP 875 Third Avenue New York, NY 10022 Tel: (212) 918-3000 Fax: (212) 918-3100 E-mail: peter.ivanick@hoganlovells.com lynn.holbert@hoganlovells.com john.beck@hoganlovells.com Debtors' Special Counsel: MAYER BROWN LLP Debtors' Investment Banker: KEEFE, BRUYETTE & WOODS, INC. Estimated Assets: $1 billion to $10 billion Estimated Liabilities: $1 billion to $10 billion The petition was signed by Gregg Klinenberg, chief executive officer. A full-text copy of Scottish Holdings' petition is available at: http://bankrupt.com/misc/deb18-10160.pdf Consolidated List of Debtors' Five Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Wilmington Trust Corporation, Debentures $61,248,313 as Indenture Trustee Rodney Square North 1100 North Market Street Wilmington, DE 19890-1600 Michael H. Wass Tel: (302) 636-6398 Fax: (302) 636-4145 Email: mwass@wilmingtontrust.com U.S. Bank National Association, Debentures $39,816,513 as Indenture Trustee Global Corporate Trust Services 60 Livingston Ave EP-MN-WS1D St. Paul, MN 55107 Benjamin J. Krueger Tel: (651) 466-5860 Fax: (651) 466-7401 Email: benjamin.krueger@usbank.com U.S. Bank National Association, Debentures $25,025,241 as Indenture Trustee Global Corporate Trust Services 60 Livingston Ave EP-MN-WS1D St. Paul, MN 55107 Benjamin J. Krueger Tel: (651) 466-5860 Fax: (651) 466-7401 Email: benjamin.krueger@usbank.com U.S. Bank National Association, Debentures $21,977,245 as Indenture Trustee Global Corporate Trust Services 60 Livingston Ave EP-MN-WS1D St. Paul, MN 55107 Benjamin J. Krueger Tel: (651) 466-5860 Fax: (651) 466-7401 Email: benjamin.krueger@usbank.com BNY Mellon, Corporate Trust, as Debentures $12,506,585 Indenture Trustee 200 Ashford Center North, Suite 550 Atlanta, GA 30338 Lee Ann Willis Tel: (770) 698-5131 Fax: (770) 698-5195 Email: Lee.Ann.Willis@bnymellon.com SOLAT LLC: Hires NRC Realty & Capital as Real Estate Broker ----------------------------------------------------------- Solat, LLC, and Lulat, LLC, seek authority from the U.S. Bankruptcy Court for the Western District of Texas to employ NRC Realty & Capital Advisors of Texas, LLC, as real estate broker to the Debtor. Solat, LLC requires NRC Realty & Capital to market and sell the Debtor's property located at located at 5115 Thousand Oaks, San Antonio, Texas 78256. NRC Realty & Capital will be paid a commission of 5% of the gross sales price of the property. Evan Gladstone, managing member of NRC Realty & Capital Advisors of Texas, 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. NRC Realty & Capital can be reached at: Evan Gladstone NRC REALTY & CAPITAL ADVISORS OF TEXAS, LLC 350 W Ontario Street, 4th Floor Chicago, IL 60654 Tel: (312) 278-6800 Fax: (312) 278-6900 About SoLat, LLC and LuLAT, LLC Solat, LLC, d/b/a Chevron, filed as a Domestic Limited Liability Company in the State of Texas on Jan. 27, 2012, according to public records filed with Texas Secretary of State. The company's principal assets are located at 5115 Thousand Oaks San Antonio, Texas. SoLAT, LLC was formed with the intent of owning a commercial real property to be used in housing a Chevron gas station and convenience store, while LuLAT, LLC was formed with the intent of operating the Chevron gas station. The ownership of both companies is made up of A.D. Ismail, Nada Ismail Taha, and Hakim Taha. A.D. Ismail owns 2% of each Debtor, Nada Ismail Taha owns 50% of each Debtor, and Hakim Taha owns 48% of each Debtor. SoLat, LLC and its affiliate LuLAT, LLC, filed Chapter 11 petitions (Bankr. W.D. Tex. Case Nos. 17-52594 and 17-52595, respectively) on Nov. 6, 2017. In the petition signed by Nada L. Ismail, manager, SoLat, LLC, estimated at least $50,000 in assets and $1 million to $10 million in liabilities. The Hon. Craig A. Gargotta presides over the case. Ronald J. Smeberg, Esq., at the Smeberg Law Firm, PLLC, serves as counsel the Debtors. SOLID CONCRETE: Hires Markovitz Starkman as Accountant ------------------------------------------------------ Solid Concrete Walls Co., LLC, seeks authority from the U.S. Bankruptcy Court for the District of New Jersey to employ Markovitz Starkman & Company, LLC, as accountant to the Debtor. Solid Concrete requires Markovitz Starkman to: -- provide general accounting representation to the Debtor; -- assist the Debtor in meeting its obligations in the Chapter 11 case; -- review and balance the Debtor's books; -- prepare required financial disclosures; -- prepare and file required tax returns; and -- assist the Debtor in preparing its monthly operating reports. Markovitz Starkman will be paid at these hourly rates: Eric Starkman, CPA $250 Support Staff $150 Markovitz Starkman will be paid a retainer in the amount of $10,000. Markovitz Starkman will also be reimbursed for reasonable out-of-pocket expenses incurred. Eric Starkman, partner of Markovitz Starkman & Company, 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. Markovitz Starkman can be reached at: Eric Starkman MARKOVITZ STARKMAN & COMPANY, LLC 457 Haddonfield Road, Suite 530 Cherry Hill, NJ 08002 Tel: (856) 675-1500 Fax: (856) 488-07f40 About Solid Concrete Walls Co., LLC Solid Concrete Walls Co., LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. N.J. Case No. 17-35521) on December 21, 2017. At the time of the filing, the Debtor disclosed that it had estimated assets and liabilities of less than $500,000. The Debtor hires Kurtzman Steady, LLC as its legal counsel. SRQ TAXI MANAGEMENT: Hires Houston Firm as Special Counsel ---------------------------------------------------------- SRQ Taxi Management, LLC, seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ The Houston Firm, P.A., as special counsel to the Debtor. Prior to the Petition Date, on or about March 3, 2017, the Debtor filed a complaint against the Sarasota Manatee Airport Authority for its failure to comply with the terms of the Concession Agreement On-Demand Metered Taxicab & Non-Metered Limousine Service (the "Concession Agreement") and its unequal enforcement of its long established and documented ground transportation rules. This litigation is currently pending in the United States District Court of the Middle District of Florida (the "District Court"), case styled SRQ TaxiManagement, LLC v. Sarasota Manatee Airport Authority, and assigned case number 8:17-cv- 00530-CEH-AAS. SRQ Taxi Management requires Houston Firm to represent the Debtor in the litigation against Sarasota Manatee in relation to the Concession Agreement. Houston Firm will be paid at the hourly rate of $425. Houston Firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Bart A. Houston, shareholder of Houston Firm, P.A., 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. Houston Firm can be reached at: Bart A. Houston, Esq. HOUSTON FIRM, P.A. 1401 East Broward Blvd., Suite 201 Fort Lauderdale, FL 33301 Tel: (954) 900-2615 Fax: (954) 839-9068 About SRQ Taxi Management SRQ Taxi Management, LLC, filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 17-07782) on Aug. 31, 2017. Cullan F. Meathe, manager, signed the petition. At the time of filing, the Debtor estimated $0 to $50,000 in assets and $100,000 to $500,000 in estimated liabilities. David S. Jennis, Esq., at Jennis Law Firm, is the Debtor's bankruptcy counsel. The Houston Firm, P.A., is the special counsel. SUPERVALU INC: Fitch Affirms 'B' Issuer Default Rating ------------------------------------------------------ Fitch Ratings has affirmed SUPERVALU Inc.'s (SVU) Issuer Default Rating (IDR) at 'B' and revised the Rating Outlook to Negative from Stable. Fitch has also affirmed the 'BB/RR1' rating on SVU's ABL revolver and term loan and upgraded the senior unsecured notes to 'B/RR4' from 'B-/RR5' based on an updated recovery analysis. SVU's ratings weigh its position as one of the largest wholesale distributors in the U.S. against its mediocre retail grocery market positions. Ratings are constrained by heightened competition, consolidation and restructurings in the supermarket industry as well as SVU's declining retail operating earnings and the expected loss of EBITDA from the wind-down of its transition service agreement (TSA) with Albertsons. The Negative Outlook reflects SVU's declining EBITDA and integration risk associated with recent acquisitions. Fitch expects EBITDA to decline from a projected $490 million in 2017 to $400 million in 2019, with the growth in wholesale (from acquired businesses and related acquisition synergies) being offset by the continued decline in retail, the loss of TSA revenues from Albertsons, and incremental rent expense from potential sale leasebacks. The Outlook could be stabilized if Fitch has increased confidence that EBITDA can be sustained at or above $400 million due to the realization of synergies from recent wholesale acquisitions such that leverage remains around the 5x range and that FCF can be consistently positive. However, weaker than expected EBITDA, consistently negative FCF, and higher than expected leverage could lead to a ratings downgrade. KEY RATING DRIVERS Shifting Business Mix: SVU's large-scale, national footprint, broad product assortment and back-office service capabilities for its wholesale business provide a competitive advantage versus smaller regional distributors. However, competition, consolidation and bankruptcy risk within the grocery retail industry could limit organic growth. Post the 2016 sale of Save-A-Lot and 2017 acquisition of Unified Grocers, Inc. (Unified) and Associated Grocers of Florida (AGF), about 75% of SVU's roughly $17 billion of pro forma sales are wholesale and about 25% is retail, versus 46% wholesale and 54% retail, excluding corporate revenue, in 2015. Fitch expects consolidated EBITDA to approximate $450 million in 2018 with wholesale representing about 88%, retail representing about 20% and corporate negative 8%. Limited Organic Wholesale Growth: SVU's strategy for wholesale is to retain clients, sell more to existing customers, and win new business while being open to opportunistic M&A. This has been demonstrated through $750 million of annual new business in 2016, $3.75 billion of sales from Unified, and $650 million of sales from AGF but given the challenged retail environment, Fitch sees organic growth as limited. Additional acquisitions are possible but integrating Unified and AGF is expected to be a priority in 2018. Fitch projects segment EBITDA of about $335 million in 2017 and $400 million in 2018 and 2019 versus $283 million in 2016 with the majority of SVU's planned $76 million of synergies included in projections. Declining Retail Share, Profitability: Identical store (ID) sales for SVU's retail segment (which included 213 stores at Dec. 2, 2017) has been negative four out of the past five years, falling 4.1% for the 40 weeks ended Dec. 2, 2017 due to declining customer counts. SVU is investing to increase prepared food options, online capabilities and in-store services at stronger banners like Cub Foods, but Fitch expects segment IDs to remain in the negative 3% - 4% range over the forecast period given weak and declining market share positions. Fitch projects Retail segment EBITDA will decline to approximately $105 million in 2017, from $248 million in 2015, and trend towards $90 million in 2018 and $80 million in 2019. TSA Wind-Down Pressures Earnings: SVU provides back-office administrative support services under a TSA with Albertsons for which it expects will end by 2019. Revenue received under the TSA will decline from $125 million in 2017 to $0 in 2019 with EBITDA with respect to these services falling by up to $30 million in 2017, up to $50 million in 2018, and up to another $40 million in 2019. Real Estate Monetization, Higher Rent: SVU owns about 60% of its real estate pro forma for recent acquisitions and is exploring opportunities including sales leasebacks to realize the value. Ownership includes approximately 17.5 million square feet of industrial properties and 2 million square feet of retail property which includes more than 25 distribution centers and 213 stores. Fitch anticipates the company's real estate could be worth more than $1 billion, assuming a market value per square foot of approximately $49 for distribution centers and $97 for retail stores, and that the net proceeds from potential sale leaseback transactions would be used for debt paydown. Incremental rent expense will also impact EBITDA and cash flow, although the cash flow impact would be mitigated by lower interest expense. Increased Financial Leverage: Fitch projects total adjusted debt/EBITDAR will increase to 4.8x in 2017 and 2018, and 5.2x in 2019, from 3.8x in 2016. This assumes lower EBITDA and increased debt from acquisitions. Fitch also projects total debt will approximate $2 billion at the end of 2017, up from $1.5 billion in 2016, and then decline moderately thereafter as proceeds from potential sale leasebacks are used for required debt reduction. However, lease adjusted debt capitalizing leases at 8x gross rent is expected to remain stable at about $3 billion. FCF Generation: SVU's capex is projected to increase to $320 million in 2017 from $182 million in the prior year due to investments in distribution centers. Moreover, higher working capital usage is anticipated due to acquisition-related inventory. Fitch projects FCF of negative about $155 million in 2017 and then expects FCF generation to resume and be modestly positive thereafter, assuming annual capex of $200 million beginning in 2018, due to declining EBITDA. DERIVATION SUMMARY SVU's ratings consider its position as one of the largest wholesale grocery distributors in the U.S. with over $17 billion of sales, pro forma for the sale of Save-A-Lot and purchase of Unified Grocers, Inc. and Associated Grocers of Florida, 75% of which is from wholesale distribution and 25% from retail grocery. SVU's large-scale, national wholesale footprint; broad product assortment; and back-office service capabilities provides a competitive advantage versus smaller regional distributors. However, the ratings are constrained by heightened competition, consolidation and restructuring activity in the supermarket industry, declining retail operating earnings, the expected loss of EBITDA from the wind-down of its TSA with Albertsons. C&S Wholesale Grocers (C&S), SpartanNash (SPTN) and United Natural Foods, Inc. (UNFI) are SVU's closest competitors in wholesale. C&S generates over $30 billion of revenue, SPTN generates about $8 billion of revenue, and UNFI, which specializes in natural and organic foods, generates about $9 billion of annual sales. SPTN and UNFI have an EBITDA margin similar to SVU's consolidated EBITDA margin in the low 3% range. SVU's ratings are the lowest among Fitch's universe of publicly rated grocery retailers, including Wal-Mart Stores, Inc. (AA/Stable), Costco Wholesale Corp. (A+/Stable), Target Corp. (A-/Negative) and The Kroger Co. (BBB/Negative). These firms have greater scale, superior retail market positions, lower leverage and stronger FCF than SVU. KEY ASSUMPTIONS Fitch's Key Assumptions Within Fitch Rating Case for the Issuer -- Revenue approximates $15.7 billion in 2017, rises to $16.8 billion in 2018 due to the Unified and AGF acquisitions, and declines to $16.4 billion in 2019 due to declining retail sales and lower TSA revenue. -- Consolidated EBITDA approximates $490 million in 2017 and declines to approximately $450 million in 2018 and $400 million in 2019 as lower retail operating earnings, the wind-down of the TSA agreement with Albertsons and incremental rent expense are partially offset by acquisition synergies. -- Consolidated EBITDA margin is 3.1% in 2017 and then declines to the mid-2.0% range thereafter. -- FCF approximates negative $155 million in 2017; then improves to modestly positive thereafter. -- Total adjusted debt/EBITDAR approximates 4.8x in 2017 and 2018 then increases to the low 5.0x range thereafter. RATING SENSITIVITIES Developments That May, Individually or Collectively, Lead to Negative Rating Action -- Consistently weak top-line performance across each of the company's businesses. -- Integration issues that reduce synergy capture such that EBITDA declines materially below $400 million leading to negligible or negative FCF. -- Debt-financed acquisitions that increase leverage materially above current projected ranges. Developments That May, Individually or Collectively, Lead to Positive Rating Action The Outlook could be stabilized if Fitch has increased confidence that EBITDA can be sustained at or above $400 million due to the realization of synergies from recent wholesale acquisitions such that leverage remains around the 5x range and that FCF will be consistently positive. Factors that could lead to a ratings upgrade include: -- Stable market share trends as evidenced by positive identical store customer counts for retail and customer retention in wholesale. -- Relatively stable margins. -- Total adjusted debt/EBITDAR sustained below 4.0x. -- Positive FCF. LIQUIDITY Adequate Liquidity: SVU's liquidity is adequate. At Dec. 2, 2017, the company had $881 million of liquidity consisting of $46 million of cash and $835 million of availability under its $1 billion asset-based loan (ABL) revolving credit facility. The facility, which can be upsized by $250 million, matures in February 2021. SVU historically generates positive FCF. However, Fitch projects FCF will be negative $157 million in 2017, due to higher working capital associated with recent investments and higher than normal capex for distribution investments, and modestly positive thereafter, assuming steady-state capex of $200 million. SVU does not pay a dividend but is permitted to per its debt facilities. Recovery Considerations for Issue-Specific Ratings Fitch's recovery analysis assumes a liquidation value under a distressed scenario of approximately $2.3 billion on inventory; receivables; property, plant and equipment, and pharmacy scripts. Fitch has applied an 80% advance rate on receivables and a 70% advance rate against a normalized inventory level as a proxy for a net orderly liquidation value of the assets. Fitch also assumes that owned real estate would be valued at about $1 billion (due to the assumption that market value per square foot is about $49 for distribution centers and $97 for retail stores) and pharmacy scripts are valued at less than $100 million given SVU's retail stores weak market share position and weak script growth. A going-concern approach to enterprise value (EV) is not utilized, given Fitch's view that the value of the firm's assets would exceed its going concern EV in the event of a bankruptcy. The liquidation value has been applied on a waterfall basis based on the relative priority of SVU's potential claims. SVU's $1 billion revolving ABL facility, which is assumed to be 70% drawn in a restructuring, is backed by inventories, receivables and prescription files, which Fitch collectively values at approximately $1.2 billion. The term loan, which has a balance of $836 million, is backed by real estate and equipment with a book value of $713 million and an estimated market value of $1 billion. As such, both facilities are assumed to receive a full recovery, leading to a rating on both facilities of 'BB/RR1'. Fitch believes in a liquidation scenario, the underfunded portion of SVU's company pension plan would rank equally with senior unsecured notes resulting in a 'B/RR4' rating or assumed 31%-50% recovery for the unsecured notes. FULL LIST OF RATING ACTIONS SUPERVALU INC. Fitch has affirmed the following ratings: -- IDR at 'B'; -- $1 billion secured revolving credit facility at 'BB'/'RR1'; -- $840 million secured term loan 'BB'/'RR1'. Fitch has upgraded the following rating: -- $750 million senior unsecured notes to 'B'/'RR4' from 'B- '/'RR5'. The Rating Outlook has been revised to Negative from Stable. TAFF LLC: U.S. Trustee Unable to Appoint Committee -------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of TAFF, LLC as of Jan. 29, according to a court docket. TAFF, LLC is represented by: Allan D. NewDelman, Esq. Allan D. NewDelman, P.C. 80 East Columbus Avenue Phoenix, AZ 85012 Phone: (602) 264-4550 Email: anewdelman@adnlaw.net About TAFF LLC TAFF, LLC sought protection under Chapter 11 of the Bankruptcy Code(Bankr. D. Ariz. Case No. 18-00177) on January 8, 2018. Arnold Braasch, member, 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 Eddward P. Ballinger Jr. presides over the case. Allan D. NewDelman, P.C. is the Debtor's bankruptcy counsel. TALEN ENERGY: S&P Alters Outlook to Stable & Affirms 'B+' ICR ------------------------------------------------------------- S&P Global Ratings said it affirmed its 'B+' issuer credit rating on Talen Energy Supply LLC and revised the outlook to stable from negative. S&P said, "We also affirmed our 'BB' issue-level rating on the company's senior secured debt. The '1' recovery rating on the debt reflects our expectation of very high (90%-100%; rounded estimate: 95%) recovery in the event of default. In addition, we affirmed our 'B+' issue-level rating on the company's unsecured guaranteed notes. The recovery rating on the notes is '4', reflecting our expectation of average (30%-50%; rounded estimate: 45%) recovery in the event of default. At the same time, we affirmed the 'B-' issue-level rating on the company's unsecured unguaranteed debt. The recovery rating on the debt is '6', reflecting our expectation of negligible (0%-10%; rounded estimate: 0%) recovery in the event of default. "The outlook revision stems from Talen's recent efforts to reduce costs. When we placed the issuer on negative outlook in early 2017, it was due to the fact that cost cutting had not yet materialized, combined with significant headwinds in the merchant power industry in the U.S. In addition, Talen then faced significant refinancing risk. However, in the period since then, while market prices have remained low, Talen's cost cutting has exceeded our initial expectations by a meaningful margins, resulting in 2017 numbers that were better than our forecast. Additionally, Talen has successfully addressed 2018 and 2019 maturities, the refinancing of which we believed to have been a significant risk one year ago." The rating outlook on Talen Energy Supply LLC is stable. Based on current market conditions, S&P expects the company to maintain adjusted debt to EBITDA exceeding 5.0x during 2018, but think it will not increase substantially due to cost cutting. S&P said, "We could lower the ratings if debt to EBITDA stays above 6x persistently or if free cash flow metrics continue to decline. This would likely stem from some combination of softer energy markets brought on by lower gas prices and less robust capacity markets in the PJM Interconnection, as well weakened efficiency and availability at key plants. Further, unforeseen debt issuances could contribute to this effect. "We could revise the outlook to stable if financial measures improved, such that debt to EBITDA remained consistently below 5x. This would likely result from an effort by the new ownership to reduce debt somewhat (perhaps through divestitures), as well as a more robust and incentive-laden capacity market; given its high-performing portfolio and wide geographic swath, Talen could be in a good position to take advantage of secular changes like these." TECHNOLOGY WAY: Wants to Use Cash Collateral Through Jan. 16 ------------------------------------------------------------ Technology Way Holdings, LLC, filed its third motion requesting the U.S. Bankruptcy Court for the Southern District of Florida to authorize its use cash collateral from Jan. 16, 2018, through April 16, 2018. The Debtor executed a note, mortgage, assignment of rents and related loan/security documents for a loan in the principal amount of $671,500 from PNC Bank, National Association. There is a second mortgage now owned by the Small Business Association (previously assigned by PNC Bank) in the approximate amount of $522,000. The Secured Creditor, PNC Bank, has a first mortgage and first priority security interest as to all assets, including rents. The Secured Creditor is owed approximately $650,000 as of the Petition Date. The Debtor receives approximately $8,000 in revenue (after sales tax) from rents on a monthly basis and expends approximately $6,000 monthly on business operations, exclusive of debt service. The Debtor says it is essential in order to avoid immediate and irreparable harm to the Debtor, its creditors and tenants that the Debtor be granted authority to use cash collateral to continue the level of operations which is necessary and customary for this commercial property in order to allow sufficient time to sell the property. The Debtor sought and was granted the ability to use cash collateral pursuant to a proposed budget and the relief was granted by court order dated July 27, 2017. The relief was extended through January 15, 2018 by Court entered on November 8, 2017. The Debtor has to date complied with the budget. There was a dormant period due to the Hurricane and holidays in regard to the progress in selling the property. It is anticipated that the sale prospects will increase over the next several months covered by this prospective cash collateral period. The Debtor is seeking an additional 90 days use of cash collateral at this time. There have not been any recent-payments to secured creditors and there will be no payments pursuant to this motion or otherwise as there are insufficient funds to both maintain critical operations and make adequate protection payments. However, the continued operation of this business is in essence a material form of adequate protection as the secured creditors and all creditors will benefit from the going concern sale proposed then from a foreclosure and cessation of this business operation. PNC Bank has advised that it consents to the relief sought for a period of 90 days. The Debtors operations have changed since the last Motion as two tenants vacated at the end of December 2017. The Debtor is seeking to obtain any funds necessary for operating shortfall and expects to be successful in such regard and/or obtain short term tenants. A full-text copy of the Debtors' Motion is available at: http://bankrupt.com/misc/flsb17-18574-63.pdf About Technology Way Holdings Headquartered in Boca Raton, Florida, Technology Way Holdings, LLC, owns commercial condominiums at 1477 Techonology Way, Boca Raton, Florida, comprising of Units 1-201 and 1-202, approximately 4,595 square feet. Technology Way Holdings filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 17-18574) on July 7, 2017, estimating its assets at up to $50,000 and its liabilities at between $1 million and $10 million. Emma T. Alvardo, manager, signed the petition. Judge Paul G. Hyman, Jr., presides over the case. Thomas L. Abrams, Esq., at Gamberg & Abrams serves as the Debtor's bankruptcy counsel. Taps NAI Miami as Real Estate Broker to market and sell its condominium units located at 1477 Techonology Way, Boca Raton, Florida. THINK FINANCE: Seeks to Hire Ordinary Course Professionals ---------------------------------------------------------- Think Finance, LLC, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Northern District of Texas to employ ordinary course professionals to the Debtors. Think Finance has hired these ordinary course professionals: Name of Professional Professional Services -------------------- --------------------- Farella Braun & Martel LLP Insurance counsel Grant Thornton LLP Accounting Browning Kalecyzc Berry & Hoven P.C. Local Montana counsel Schnader Harrison Segal & Lewis LLP Local Pennsylvania counsel Solomon Harris Cayman counsel Montgomery Coscia Greilich LLP Tax advisor Hudson Cook, LLP Regulatory counsel Dr. Howard Beales, III Expert witness The ordinary course professionals are subject to the fee cap of $35,000 per month, and fee cap of $175,000 in total. To the best of the Debtor's knowledge each OCP 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. 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. is the Committee's bankruptcy counsel. THINK TRADING: Pasternack Associates Hired as Bookkeeper -------------------------------------------------------- Think Trading, Inc., and affiliates Funkytownmall.com and Salon Supply Store LLC filed separate applications, asking the U.S. Bankruptcy Court for the Southern District of Florida, in West Palm Beach, for authority to employ Jeffrey Pasternack, and the firm of Pasternack Associates LLC to provide accounting and bookkeeping services to their bankruptcy estates. The Debtors need the firm to provide these services: (a) Non‐audited review and input of transactions from bank statements, credit card statements and statements from online payment portals for purposes of reconciliation of accounts; (b) Non‐audited review and input of transactions related to customers and vendors; (c) Review of vendor and customer data for completeness; (d) Provide accounting and bookkeeping support to the Debtor, either in‐person or remotely, as requested; (e) Preparation of 1096s/1099s for eligible vendors; (f) Assist with the entry of prior year book‐to‐tax adjustments, including, but not limited to, depreciation/amortization, trial balance and other journal entries; (g) Compare W2s/W3s prepared by payroll company with payroll data reported in QuickBooks; (h) Non‐audited review of balance sheet entries affecting loan and due to/from accounts; (i) Non‐audited review of payroll, sales tax, and other withholding accounts; (j) Assist in the preparation of Monthly Operating Reports and other financial documents that may be required during the course of these proceedings by the Court, the U.S. Trustee's office, and/or any other interested parties; and (k) Provide other tax and bookkeeping consultative services, as may be required. The fees for bookkeeping services are $100 per hour plus out‐of‐pocket expenses. Ongoing bookkeeping services will be billed on a monthly basis. The fees for accounting and tax services are $250 per hour. This may include, but is not limited to, any compliance services including preparation of various tax returns, tax audit representation, filing license renewals, or responding to and/or appearing before judicial proceedings, governmental organizations or regulatory bodies arising out of any services covered by this engagement, whether by request or subpoena. Both parties may also agree to fixed fee arrangements. Mr. Pasternack, the firm's managing member, attests that the firm does not have any connections with the Debtors, creditors, any other party in interest, their respective attorneys and accountants, the U.S. Trustee, or any person employed in the Office of the U.S. Trustee. He says the firm is disinterested as required by 11 U.S.C. Section 327(a), and a verified statement as required under Rule 2014. The firm may be reached at: Jeffrey Pasternack Pasternack Associates LLC 1200 NW 17th Ave., Suite #19 Delray Beach, FL 33445-2513 About Think Trading Inc. Think Trading Inc. -- https://thinktradinginc.com/ -- is a distribution e-commerce company with multiple online storefronts, marketplace operations and over 14,000 products. It provides wholesale and retail sales of products in various industries. Based in Palm Beach Gardens, Florida, Think Trading is housed in a 60,000-foot warehouse where all inventory, packaging, and shipping is housed and handled. It was founded in 2001 and has more than 50 employees. Think Trading's affiliate Funkytownmall.com, Inc. offers a selection of body jewelry online while Salon Supply Store LLC, a company based in Palm Beach Gardens, Florida, provides its customers with a variety of salon equipment and beauty supplies ranging from popular nail polish brands to spray tanning machines and salon furniture. Think Trading, Funkytownmall.com and Salon Supply Store sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case Nos. 17-24767 to 17-24769) on Dec. 12, 2017. The cases are jointly administered under Case No. 17-24767. Gustavo Mitchell, president of Think Trading and FunkytownMall.com, signed the petitions. At the time of the filing, Think Trading and FunkytownMall.com estimated assets of less than $50,000 and liabilities of less than $1 million. Salon Supply estimated assets of less than $50,000 and liabilities of $1 million to $10 million. Judge Erik P. Kimball presides over the cases. The Debtors hired Lubliner Kish PLLC as Chapter 11 counsel. TOTAL COMM: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: Total Comm Systems, Inc. 2480 Durham Road, Unit A Bristol, PA 19007 Business Description: Headquartered in Bucks County, Pennsylvania, Total Comm Systems, Inc. provides the communications industry with engineering, construction, installation, and maintenance services. Total Comm Engineering provides consulting services for systems engineering, drawings, transmission engineering, path alignment, licensing, detail engineering, factory build out, civil engineering recommendations, TSM work and engineering staffing. Total Comm Construction provides excavation of raw land, pours concrete for slabs, builds rooftop applications, runs electrical for power, erects various tower configurations, sets shelters in place, and installs alternate fuel sources, and erect security fencing and other various building services. Total Comm Installation also provides installation services for 1630 CSX, RDI 3100, 4000S, 1603/1612, FES301, MDR- 8000, OC3/3DS3/ETH/T1, TSM 8000/2532, Omni Switch 6624, 1692 WDM, fiber, two-way, and cabling. Total Comm Installation also performs testing and troubleshooting, and provides acceptance tests. Total Comm Maintenance performs emergency response services for systems under contract. It also performs preventive maintenance services to ensure the system stays properly functional, and it coordinates and develops the preventive maintenance schedules. The company also perform systems upgrades to ensure the system is operating at its optimal level. Total Comm Maintenance designs and provides Network Operations Center Training Programs. Total Comm was was incorporated in September 2001. Total Comm previously sought bankruptcy protection on Aug. 3, 2016 (Bankr. E.D. Pa. Case No. 16-15530). Visit http://www.totalcommsystems.comfor more information. Chapter 11 Petition Date: January 29, 2018 Court: United States Bankruptcy Court Eastern District of Pennsylvania (Philadelphia) Case No.: 18-10525 Judge: Hon. Eric L. Frank Debtor's Counsel: Thomas Daniel Bielli, Esq. BIELLI & KLAUDER, LLC 1500 Walnut Street, Suite 900 Philadelphia, PA 19102 Tel: 215-642-8271 Fax: 215-754-4177 E-mail: tbielli@bk-legal.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Michael H. Pollitt, president. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/paeb18-10525.pdf The Debtor did not file a list of its 20 largest unsecured creditors at the time of the filing. TRINITY 83 DEVELOPMENT: Seeks to Hire Momkus McCluskey as Counsel ----------------------------------------------------------------- Trinity 83 Development, LLC, seeks authority from the U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, to employ the law firm of Momkus McCluskey LLC as its special counsel. Trinity 83 Development filed with the Bankruptcy Court a second amended disclosure statement dated Aug. 9, 2017, referring to the Debtor's second amended plan of reorganization dated Aug. 8, 2017. Under that Plan, Allowed Class II Claims include the non-Insider General Unsecured Claims. Trinity 83 estimates there to be approximately $50,000.00 in non-insider General Unsecured Claims. The holders of Class II Claims will be paid 100% of their claim over a period of three years. In December 2017, the Court entered an order authorizing the Debtor to sell its real property located at 19100 Crescent Drive, Mokena, Illinois. The Debtor needs Momkus McCulskey LLC, and its attorney, Jason A. Doran, Esq., to assist with the real estate closing and prepare all the necessary documents for the Mokena property. Mr. Doran discloses that Momcus McCluskey LLC has an allowed unsecured claim for $14,000 but the claim does not disqualify the firm from acting as Special Counsel to the Debtor under 11 U.S.C. Sec. 327(c). Pursuant to the Retainer Agreement, the Special Counsel is to be compensated in at his usual and customary rate in the range of $2,500 to $3,500. The Special Counsel requests that the fees be paid at closing. The firm may be reached at: Jason A. Doran, Esq. Momkus McCluskey LLC 1001 Warenville Rd, Ste 500 Lisle, IL 60532 About Trinity 83 Development Trinity 83, Development, LLC, was formed in 2005. It is a Limited Liability Company formed under the laws of the State of Illinois. Its members are, and always have been, Donald J. Santacaterina, Thomas Connelly and George Yukich. In 2006 Trinity 83 constructed a Class A, 12,500 square foot, masonry retail/office building at 19100 S. Crescent Dr, Mokena Illinois. The building was constructed as a "build to suit" for two tenants, namely Kids Can Do, Inc, and Hair and Beauty Salon Suites of Mokena, Inc. Both tenants have occupied the building since 2006/07 and continue to do so. At least some of the ownership of the tenants are related to some of the members of Trinity 83. Trinity 83 filed a Chapter 11 petition (Bankr. N.S. Ill. Case No. 16-24652) on Aug. 1, 2016. In the petition signed by Donald L. Santacarina, member, the Debtor disclosed total assets at $2.41 million and total debt at $2.13 million at the time of the filing. The case is assigned to Judge Deborah L. Thorne. The Debtor is represented by Gina B. Krol, Esq., at Cohen & Krol. No official committee of unsecured creditors has been appointed in the case. TSC/NESTER'S LANDING: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of TSC/Nester's Landing, LLC, as of Jan. 30, 2018, according to a court docket. About TSC/Green Acres and TSC/Nester's Landing Based in Columbia, Maryland, TSC/Green Acres Road owns in fee simple interest subdivided lots located at 7345 Green Acres Drive, Glen Burnie, MD valued by the company at $2.08 million. Its affiliate TSC/Nester's Landing is also the fee simple owner of a property located at 1915 Turkey Point Road, Baltimore County (consisting of subdivided lots) valued at $1.89 million. TSC/Green Acres Road, LLC and its affiliate TSC/Nester's Landing, LLC, filed separate Chapter 11 bankruptcy petitions (Bankr. D. Md. Case Nos. 17-25912 and 17-25913, respectively) on Nov. 28, 2017. Gerard McDonough, trustee for AN&J Family Trust, signed the petitions. TSC/Green Acres Road disclosed total assets of $2.57 million and total liabilities of $2.60 million as of the bankruptcy filing. TSC/Nester's Landing disclosed total assets of $1.89 million and total liabilities of $1.69 million. The Hon. David E. Rice presides over TSC/Green Acres' case, while the Hon. Robert A. Gordon is assigned to TSC/Nester's Landing's case. David W. Cohen, Esq., at the Law Office of David W. Cohen, serves as counsel to the Debtors. UNITED REFINING: S&P Affirms B+ Corp. Credit Rating, Outlook Stable ------------------------------------------------------------------- S&P Global Ratings said it affirmed its 'B+' corporate credit rating on single-asset refinery United Refining Co. The outlook remains stable. S&P said, "Our affirmation reflects our expectation for leverage of about 2.5x-3x in 2018 and 2019 due to an improvement in credit metrics following improved crack spreads. This follows weak operating results in 2017 that included a decline of about 35% year-over-year in adjusted EBITDA and negative free operating cash flow of about $25 million. The financial risk profile is now assessed as significant due to high cash flow and earnings volatility in recent years. "Our rating continues to reflect United being a single-asset refinery with limited geographic and asset diversity. We also incorporate refining industry's inherent volatility, which could lead to large swings in cash flow and credit measures. Despite this, United continues to source and process lower-priced, higher crude oils, which has aided its profitability and cash flow relative to other refiners. "The stable outlook reflects our expectation that United Refining Co. will maintain a high utilization rate, adequate liquidity, and total debt to EBITDA of about 2.5x-3x during the next 12-18 months. "We could lower the rating if industry conditions weakened materially or if the company had significant unplanned downtime that meaningfully harmed financial measures. For the current rating, we expect total debt to EBITDA to remain less than 4x. "Given United's position as a single-asset refiner, we view higher ratings as unlikely. However, we could consider an upgrade if the company improved its business risk profile by increasing the size and diversity of its refining assets or diversifying its cash flow into more stable businesses such as logistics assets." VERNON PARK CHURCH: May Use HSB Cash Collateral Until April 30 -------------------------------------------------------------- Judge Donald R Cassling of the U.S. Bankruptcy Court for the Northern District of Illinois has granted Vernon Park Church of God the right to use the cash collateral of Happy State Bank d/b/a Gold Star Company for the time period of Jan. 1 to April 30, 2018. The Debtor's continued use the cash collateral will be set for status on April 17, 2018 at 10:00 a.m. The Debtor may use the cash collateral to pay its monthly expenditures which will be limited to those items or categories and amounts for each category as reflected in the Debtor's Interim Budget. Happy State Bank is granted replacement liens upon the property of the Debtor's estate and all the revenues, profits and avails generated therefrom after commencement of this case that will have the same validity, extent and priority as the liens held by the Happy State Bank on Petition Date. The Debtor will pay to Happy State Bank the amount of $26,000 every calendar month while the Order is in effect as adequate protection. The adequate protection payment will be divided into two equal payments of $13,000 each. Happy State Bank, as Trustee for the bondholders, is authorized to apply, escrow and/or disburse received adequate protection payments in accordance with the terms of the applicable Trust Indenture Agreement. The Debtor will provide to Happy State Bank on each monthly anniversary of the Order a report as to the Debtor's receipts and disbursements. A full-text copy of the Court's Order is available at: http://bankrupt.com/misc/ilnb17-35316-37.pdf About Vernon Park Church of God Based in Lynwood, Illinois, Vernon Park Church of God -- http://www.vpcog.org/-- is a religious organization. The Church's Sunday service is at 10:00 a.m., and Children's Church is held during Sunday service. Vernon Park Church of God filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 17-35316) on Nov. 28, 2017. Jerald January Sr., pastor, signed the petition. The Debtor estimated both assets and liabilities between $1 million to $10 million. The case is assigned to Judge Donald R Cassling. The Debtor is represented by Karen J Porter, Esq. at Porter Law Network. VIVID SERVICE: Authorized to Use Cash Collateral on Interim Basis ----------------------------------------------------------------- The Hon. Wendly L. Hagenau the U.S. Bankruptcy Court for the Northern District of Georgia authorized Vivid Service Group, LLC to use the cash collateral that is alleged to be subject to security interests and liens in favor of Merchant Cash and Capital, LLC dba Bizfi Funding. The continued use of cash collateral will be considered on a final basis on February 1, 2018 at 1:30 p.m. During the cash collateral period, the Debtor will open and maintain a debtor-in-possession checking account as required by the U.S. Trustee's Operating Requirements for Chapter 11 debtors-in-possession. The Debtor will deposit all cash collateral into its DIP Accounts, and from said DIP Accounts, the Debtor will pay its authorized post-petition expenses, including the quarterly fees due to the U.S. Trustee, as well as its actual utility charges and deposits. The Debtor will provide to the U.S. Trustee and to Bizfi Funding copies of the monthly operating reports filed with the Court. As adequate protection of its interests, the Debtor will provide protection to Bizfi Funding as follows: (a) Continuation of the lien and security interest held by Bizfi Funding in the pre-petition collateral; (b) Bizfi Funding will be granted a security interest in and lien upon the Debtor's post-petition accounts receivable and proceeds to the same extend and priority as its pre-petition lien and interest in the pre-petition collateral; and (c) Beginning on February 1, 2018 and continuing on the each consecutive calendar month thereafter until further Order of the Court, the Debtor will make monthly interest payments to Bizfi Funding in the amount of $952.60 based on a claim amount of $254,026 and the prime rate of 4.5%. A full-text copy of the Interim Order is available at: http://bankrupt.com/misc/ganb18-50460-22.pdf About Vivid Service Group Incorporated in February 2017, Vivid Service Group, LLC, provides home improvement services, including lawn maintenance, landscape design, home remodeling, and handyman services in the Cumming and McDonough, Georgia areas. Vivid Service Group filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ga. Case No. 18-50460) on Jan. 10, 2018. The Debtor continues to control and manage its affairs as a debtor-in-possession. No official committee of unsecured creditors has been appointed. The Debtor hired Paul Reece Marr, P.C., as its attorney. W. W. CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: W. W. Construction, LLC dba W.W. Construction PO Box 1150 Newport, OR 97365 Type of Business: W. W. Construction, LLC, is a family owned and operated business founded in 1988 and is headquartered in Newport, Oregon. Acting as a general and sub contractor, W. W. Construction provides excavating, site work and underground utilities for projects located across the Northwest. http://www.wwconstruction.org/ Chapter 11 Petition Date: January 29, 2018 Case No.: 18-60234 Court: United States Bankruptcy Court District of Oregon Judge: Hon. David W Hercher Debtor's Counsel: Douglas R Ricks, Esq. VANDEN BOS & CHAPMAN, LLP 319 SW Washington St #520 Portland, OR 97204 Tel: (503) 241-4869 E-mail: vbcservicedougr@yahoo.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million Beth Wheeler, managing member, signed the petition. A copy of the petition, containing a list of the Debtor's 20 largest unsecured creditors, is available for free at: http://bankrupt.com/misc/orb18-60234.pdf WALTER INVESTMENT: Plan Effective Date Won't Occur Prior to Feb. 2 ------------------------------------------------------------------ Walter Investment Management Corp. received approval of its prepackaged financial restructuring plan from the United States Bankruptcy Court for the Southern District of New York on Jan. 17, 2018. Also as previously announced, the Company will emerge from Chapter 11 on such date that the conditions to the Prepackaged Plan are satisfied (the "Effective Date"), which date was previously anticipated to occur on or before January 31, 2018. The Company announced that, while it remains on track to complete the work necessary to satisfy such conditions, the Effective Date will not occur prior to February 2, 2018. Advisors Weil, Gotshal & Manges LLP is acting as legal counsel, Houlihan Lokey is acting as investment banking debt restructuring advisor and Alvarez & Marsal North America, LLC is acting as financial advisor to the Company in connection with the financial restructuring. About Walter Investment Based in Fort Washington, Pennsylvania and established in 1958, Walter Investment Management Corp., formerly known as Walter Investment Management LLC -- http://www.walterinvestment.com/-- is a diversified mortgage banking firm focused primarily on servicing and originating residential loans, including reverse loans. The company services a wide array of loans across the credit spectrum for its own portfolio and for GSEs, government agencies, third-party securitization trusts and other credit owners. The company originates and purchases residential loans that it predominantly sells to GSEs and government entities. Walter Investment commenced a prepackaged Chapter 11 case (Bankr. S.D.N.Y. Lead Case No. 17-13446) with a plan of reorganization where the Company commits to reduce its outstanding corporate debt by approximately $806 million through a combination of cancellation of debt ($531 million) and principal pay-downs ($275 million). As of Sept. 30, 2017, the Debtor had total assets of $14.97 billion and total debt of $15.21 billion. The case is assigned to Hon. James L. Garrity Jr. Weil, Gotshal & Manges LLP, is the Debtor's counsel, with the engagement led by Sunny Singh, Esq., Ray C. Schrock, P.C., and Joseph H. Smolinsky, Esq. The Debtor's investment banker is Houlihan Lokey Capital, Inc. The Debtor's restructuring advisor is Alvarez & Marsal North America, LLC. The Debtor's claims and noticing agent is Prime Clerk LLC. Counsel to an ad hoc group of Consenting Term Lenders: Patrick Nash Jr., P.C. Gregory Pesce, Esq. KIRKLAND & ELLIS LLP 300 North LaSalle Chicago, IL 60654 Counsel to Credit Suisse AG, as administrative agent under the Amended and Restated Credit Facility Agreement: Brian M. Resnick, Esq. Michelle McGreal, Esq. DAVIS POLK & WARDWELL LLP 450 Lexington Ave New York, NY 10017 Counsel to an ad hoc group of Consenting Senior Noteholders: Gregory A. Bray, Esq. Haig M. Maghakian, Esq. MILBANK, TWEED, HADLEY & MCCLOY LLP 2029 Century Park East, 33rd Floor Los Angeles, CA 90067 - and - Dennis F. Dunne, Esq. MILBANK, TWEED, HADLEY & MCCLOY LLP 28 Liberty Street New York, NY 10005 Counsel to Wilmington Savings Fund Society, FSB, a national banking association, as successor trustee under the Prepetition Senior Notes Indenture: Seth H. Lieberman, Esq. Matthew Silverman, Esq. Patrick Sibley, Esq. PRYOR CASHMAN 7 Times Square New York, NY 10036 Counsel to Wells Fargo Bank, National Association, as trustee under the Prepetition Convertible Notes Indenture: Curtis L. Tuggle, Esq. THOMPSON HINE 335 Madison Avenue, 12th Floor New York, NY 10017 Counsel to Credit Suisse First Boston Mortgage Capital LLC, as administrative agent under the DIP Warehouse Facilities: Gerard S. Catalanello, Esq. Karen Gelernt, Esq. James J. Vincequerra, Esq. ALSTON & BIRD LLP 90 Park Avenue New York, NY 10016 Counsel to certain DIP Lenders: Sarah M. Ward, Esq. Mark A. McDermott, Esq. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP Four Times Square New York, NY 10036 Counsel to Fannie Mae: Darren L. Patrick, Esq. Steve Warren, Esq. O'MELVENY & MYERS LLP 400 South Hope Street, 18th Floor Los Angeles, CA 90071 - and - Jennifer Taylor, Esq. O'MELVENY & MYERS LLP Two Embarcadero Center, 28th Floor San Francisco, CA 94111 Counsel to Freddie Mac: Paul D. Moak, Esq. MCKOOL SMITH 600 Travis Street, Suite 7000 Houston, TX 77002 - and - Kyle A. Lonergan, Esq. MCKOOL SMITH One Bryant Park, 47th Floor New York, NY 10036 WESTERN DIGITAL: Fitch Affirms BB+ Rating on $2.5BB Unsec. Notes ---------------------------------------------------------------- Fitch Ratings has affirmed the ratings for Western Digital Corporation, including the Long-Term Issuer Default Rating (IDR) at 'BB+', and revised the Rating Outlook to Positive from Stable. Fitch has also assigned the following ratings related to the company's refinancing transactions: -- $2.3 billion 8-year senior unsecured notes 'BB+'/'RR4'; -- $1.5 billion 5-year extended revolving credit facility (RCF) 'BBB-'/'RR1'; -- $5.0 billion 5-year increased and extended term loan A 'BBB- '/'RR1'. Fitch's actions affect $12.8 billion of total debt, pro forma for announced refinancing transactions and including the undrawn $1.5 billion RCF. The revision of the Outlook to Positive reflects Fitch's expectations for solid operating performance through the cycle, driven by Western Digital's strong technology and positions in both hard disk drives (HDD) and solid state drive (SSD) markets, as well as more competitive cost structure from past restructuring. Fitch expects FCF will remain cyclical and could be $2 billion to $5 billion in any given year but should average more than $3 billion over the intermediate term. Ongoing debt reduction from FCF also should enable Western Digital to achieve their long-term total leverage target of 1.5x in calendar 2018. Western Digital announced it will increase the size of its $4.07 billion Term Loan A by up to $1 billion (or up to $2 billion if the company's concurrent $1 billion convertible notes offering is not completed) and extend the maturity of the entire Term Loan A tranche, $5.02 billion pro forma for the $1 billion increase, by 2 years to 2023. The company also will extend the RCF expiration by two years to 2023. Separately, Western Digital will offer $1 billion in aggregate principal amount of convertible senior notes due 2024. The company plans to use net proceeds from the increase, convertible notes issuance and available cash to redeem all of the senior secured notes due 2023. Western Digital also expects to commence a cash tender offer to purchase any and all of the $3.35 billion of outstanding senior unsecured notes due 2024 for $1,137.25 plus accrued and unpaid interest up to but not including the settlement date for every $1,000 principal amount validly tendered on or before Feb. 26, 2018 with a $30 early tender premium if validly tendered on or before Feb. 9, 2018. Lastly, Western Digital announced an up to $500 million share repurchase program. KEY RATING DRIVERS Deleveraging On-Track: Fitch believes Western Digital could achieve its 1.5x total leverage target in calendar 2018 from the use of FCF, expected to be more than $3 billion through a cycle, for incremental debt reduction. Fitch estimates Western Digital's total leverage was 2.1x as of the latest 12 months (LTM) ended Dec. 31, 2017 after repaying $881 million Euro Term Loan B during the December 2017 quarter, already below Fitch's positive leverage sensitivity. However, Fitch believes profitability is near peak levels following strong NAND and more stable HDD pricing over the past year. Meanwhile, Western Digital's announced transactions will refinance higher cost secured and unsecured notes, lowering interest expense and pushing out debt maturities in the process. Diversified Storage Portfolio: Fitch believes Western Digital's diversified storage technologies portfolio following the May 12, 2016 acquisition of Sandisk Corp. (Sandisk) positions the company to agnostically participate in strong demand for storage solutions. Secure supply of NAND for solid state drives (SSD) strengthens Western Digital's products and solutions in markets SSD where growth is strong from cannibalizing hard disk drives (HDD), including personal computers (PC) and mission critical enterprise drives. Industry-wide NAND supply constraints may continue slowing the pace of cannabalization and support HDDs. At the same time, HDDs remain a more optimal storage technology for certain applications, notably capacity nearline drives and surveillance products. Western Digital's strengthened SSD and HDD offerings better position the company to partner with customers for next generation hybrid storage platforms optimizing both technologies. Significant Technology Risk: Fitch believes Western Digital's Sandisk acquisition meaningfully heightens technology risk and investment intensity, given rapidly evolving storage needs and emergence of new storage architectures. Fitch expects Western Digital's capital contributions and investments in the JV for NAND production will remain significant and much higher than capital spending for HDDs, particularly as the company adds capacity, pursues yields and ramps three-dimensional (3D) architecture. Western Digital's interest in the JV provides the company with the option to participate in funding development and capital expenditures, but Fitch believes this participation is essential beyond the short term to justify the strategic rationale of the Sandisk deal. Profit Margin Expansion Roadmap: Cost synergies from the SanDisk acquisition and integration of Hitachi Global Storage Technologies (HGST) will drive profit growth and margin expansion. Fitch believes Western Digital is on track to achieve $500 million of remaining cost synergies related to Sandisk by the end of fiscal 2018 on a run rate basis. In conjunction with a richer product mix operating EBITDA margin remain in the mid-30s through the forecast period, versus in the 20s historically. Fitch expects elevated NAND prices through at least the first half of calendar 2018, which will boost gross profit margins over the near term. However, near-peak level NAND prices will be an incremental headwind once the industry adds significant 3D manufacturing capacity. Toshiba JV Overhang Resolved: Fitch believes Western Digital's resolution of its dispute with joint venture (JV) partner, Toshiba Corporation (Toshiba), over Toshiba's chip unit sale was a credit positive that reduces risk to Western Digital's NAND supply or technology roadmap and takes off the table a potential leveraging bid for the chip unit. DERIVATION SUMMARY The ratings and Outlook reflect Fitch's expectations for solid operating results through the forecast period from strong demand for NAND flash based devices in hyperscale and enterprise markets and within the context of a favorable pricing environment, validating Western Digital's acquisition of Sandisk to become a technology agnostic storage solutions provider. Profitability should grow from meaningful restructuring actions and margins expand from a richer sales mix. As a result, annual FCF should be more than $3 billion, providing ample capacity for investing organically and in the company's JV and voluntary debt reduction to accelerate total leverage reduction toward the company's 1.5x target. KEY ASSUMPTIONS -- Mid-single digit revenue growth in fiscal 2018, followed by a modest correction in fiscal 2019 from meaningful industry capacity additions and then a cyclical upturn through the remainder of the forecast period. -- WD achieves its synergy targets on plan and, in conjunction with a richer product mix, operating EBITDA margin remain in the low- to mid-30s through the forecast period versus in the 20s historically. -- Shareholder returns include 10% annual dividend growth and the resumption of ongoing share repurchases once the company achieves total leverage could approach the 1.5x target. -- $1.5 billion of annual investments and capital contributions to the JV through the forecast period, based upon the company's guidance that such amounts will range from $1.4 to $1.9 billion in fiscal 2018. RATING SENSITIVITIES Developments that May, Individually or Collectively, Lead to Positive Rating Action -- Positive mid-cycle organic revenue growth, driven by maintaining solid share in NAND and growth in capacity HDDs. -- Total leverage approaching 1.5x in the near term and sustained below 2.5x through the cycle. Developments that May, Individually or Collectively, Lead to Negative Rating Action -- Sustained negative organic revenue growth from weaker than expected capacity HDD growth. -- Slower than expected debt reduction and profitability erosion resulting in total leverage sustained above 2.5x. LIQUIDITY Adequate pro forma liquidity: Pro forma for the transactions, Fitch believes Western Digital's liquidity was solid as of Dec. 31, 2017 and consisted of i) $4.1 billion of cash, cash equivalents and short-term investments and ii) $1.5 billion undrawn 5-year senior secured RCF. Fitch's expectation for more than $3 billion of annual FCF also supports liquidity. FULL LIST OF RATING ACTIONS Western Digital Corporation Fitch has affirmed the following ratings: -- Long-Term IDR at 'BB+'; -- Senior secured RCF at 'BBB-'/'RR1'; -- Senior secured term loan A at 'BBB-'/'RR1'; -- Senior secured term loan B at 'BBB-'/'RR1'; -- Senior secured notes at 'BBB-'/'RR1; -- Senior unsecured notes at 'BB+'/'RR4'. Fitch also assigns the following ratings: -- $2.3 billion senior unsecured notes due 2026 'BB+'/'RR4'; -- $1.5 billion amended and extended senior secured RCF expiring 2023 'BBB-'/'RR1'; -- $5.0 billion increased and extended senior secured term loan A due 2023 'BBB-'/'RR1'. The Rating Outlook is Positive. Fitch expects to withdraw the ratings for the senior secured notes upon completion of their redemption and for the existing RCF and term loan A upon closing the amended and extended pro rata credit facility. WESTERN DIGITAL: Moody's Hikes Sr. Unsecured Debt Rating From Ba2 ----------------------------------------------------------------- Moody's Investors Service upgraded Western Digital Corporation's senior unsecured debt rating to Baa3, from Ba2, and the rating for its senior secured credit facilities to Baa2, from Ba1. Moody's also assigned a Baa2 rating to WDC's proposed credit facilities comprising a $1.5 billion revolving facility and approximately $5 billion of term loan A, and a Baa3 rating to the proposed $2.3 billion of senior unsecured notes. The ratings have a stable outlook. WDC plans to use the proceeds from incremental debt, including up to $1 billion of senior convertible notes (unrated), and cash on hand, to refinance the $1.9 billion of existing senior secured notes and $3.35 billion of senior unsecured notes, and pay accrued interest, premium and transaction fees. The proposed transactions will reduce gross debt by about $1 billion and result in meaningful interest cost savings. Moody's expects to withdraw the ratings for the existing senior revolving credit facility, term loan A and senior notes upon the repayment of debt at close of the financing transactions. Moody's has also withdrawn WDC's Ba1 Corporate Family Rating, Ba1-PD Probability of Default Rating and SGL-2 speculative grade liquidity rating. RATINGS RATIONALE The ratings upgrade reflects WDC's meaningful deleveraging since the SanDisk acquisition in May 2016 driven by cumulative debt reduction of over $6 billion, progress in integrating the SanDisk acquisition and operating profit margin expansion from cost synergies from the acquisitions of SanDisk and Hitachi Global Storage Technologies (HGST). Pro forma for the proposed transactions, WDC's total debt to EBITDA (Moody's adjusted, including unfunded pension liabilities) will be about 2.2x and Moody's estimates that WDC will generate annual free cash flow of about $2.5 billion to $3 billion over the next 12 to 18 months. The upgrade incorporates Moody's expectation that WDC's financial policies will remain consistent with its goal of reducing leverage to 1.5x (company's total debt to adjusted EBITDA basis) between 2019 to 2021. In December 2017, WDC and Toshiba Corporation extended their joint ventures through 2027 and 2029, which will guarantee the supply of NAND to WDC under the alliance over this period. The inherent supply/demand and pricing volatility in WDC's businesses make it difficult to estimate operating performance over the next 12 to 18 months. WDC's gross profit margins (41.5% non-GAAP basis for the twelve months ended December 2017) have partly benefited from the strong NAND memory pricing in 2017. Moody's estimates that weakening NAND prices could erode WDC's gross profit margins, which could decline toward the higher end of management's long-term range of 33% to 38% over the next 12 to 18 months. In Moody's view, the downside risk to margin erosion is mitigated by WDC's remaining cost savings from the acquisitions of SanDisk and HGST, manufacturing productivity gains and the product mix shift toward next generation memory products. However, moderating EBITDA growth could limit further deleveraging. The Baa3 senior unsecured rating is supported by WDC's substantial scale in the data storage markets with a broad portfolio of hard disk drives (HDD) and solid state drive (SSD)-based storage solutions. Although the company's business will exhibit short-term volatility, WDC's business profile benefits from solid demand for data storage products over the foreseeable future. These strengths, coupled with the company's stronger financial profile, mitigate its high business risks resulting from product substitution in its HDD business, expected supply/demand volatility and execution risks in managing product transitions. The rating additionally incorporates WDC's acquisitive history and willingness to increase leverage for strategic acquisitions. WDC's senior secured credit facilities are rated Baa2 to reflect the first priority security interest in the assets of certain domestic subsidiaries and guarantees. The collateral and guarantees pledged to the lenders can be suspended under certain conditions, at which time Moody's could downgrade the rating for the credit facilities to Baa3, consistent with the rating for other senior unsecured debt. WDC's ratings could be downgraded if operating profits and cash flow from operations experience a sustained and meaningful decline, or financial policies deviate from management's target of reducing leverage to 1.5x. The rating could be downgraded if WDC is unlikely to sustain leverage below 2.25x (Moody's adjusted) and free cash flow of at least 15% of adjusted debt. Moody's could upgrade WDC's ratings if the company establishes a track record of conservative financial policies and generates sustained growth in operating profits in the mid-single digit percentages. The rating could be upgraded if Moody's expects WDC will sustain total debt to EBITDA below 1.5x (Moody's adjusted) and free cash flow (after dividends and capital expenditures, including the JV investments) of 25% or higher. Rating Actions Moody's upgraded the following ratings: Issuer - Western Digital Corporation Senior Secured Term Loan B due 2023 -- Baa2, from Ba1 (LGD3), Senior Secured Notes due 2023 -- Baa2, from Ba1 (LGD3), To be withdrawn Senior Secured Revolving Credit Facility due 2021 -- Baa2, from Ba1 (LGD3), To be withdrawn Senior Secured Term Loan A due 2021 -- Baa2, from Ba1 (LGD3), To be withdrawn Senior Unsecured Notes due 2024 -- Baa3, from Ba2 (LGD 6), To be withdrawn The following ratings were assigned: Issuer - Western Digital Corporation New Senior Secured Revolver due 2023 -- Baa2 New Term Loan A due 2023 -- Baa2 New Senior Unsecured Notes due 2026 -- Baa3 Moody's withdrew the following ratings: Issuer - Western Digital Corporation Corporate Family Rating -- Ba1 Probability of Default Rating -- Ba1-PD Speculative Grade Liquidity Rating -- SGL-2 Outlook Actions: Issuer - Western Digital Corporation Outlook -- Stable WDC is a leader in the design, manufacture and marketing of storage hardware and solutions used in systems ranging from personal computers and consumer electronics to data centers. The principal methodology used in these ratings was Diversified Technology Rating Methodology published in December 2015. WINDSOR MARKETING: Hires Zeisler & Zeisler as Counsel ----------------------------------------------------- Windsor Marketing Group, Inc., seeks authority from the U.S. Bankruptcy Court for the District of Connecticut to employ Zeisler & Zeisler, P.C., as counsel to the Debtor. Windsor Marketing requires Zeisler & Zeisler to: (a) advise the Debtor of its rights, powers, and duties as the Debtor and a debtor-in-possession continuing to operate and manage their business and property; (b) advise the Debtor concerning and assist in the negotiation and documentation of financing agreements, debt restructuring, cash collateral orders, and related transactions; (c) review the nature and validity of liens asserted against the property of the Debtor and the advise the Debtor concerning the enforceability of such liens; (d) advise the Debtor concerning the actions that they might take to collect and to recover property for the benefit of the Debtor's estate; (e) prepare on behalf of the Debtor certain necessary and appropriate applications, motions, pleadings, draft orders, notices, schedules, and other documents, and review all financial and other reports to be filed in the Chapter 11 case; (f) advise the Debtor concerning, and prepare responses to, applications, motions, pleadings, notices, and other papers which will be filed and served in the Chapter 11 case; (g) counsel the Debtor in connection with the formulation, negotiation, and promulgation of a plan of reorganization and related documents; and (h) perform all other legal services for and on behalf of the Debtor which will be necessary or appropriate in the administration of the Chapter 11 case. Zeisler & Zeisler will be paid based upon its normal and usual hourly billing rates. Zeisler & Zeisler will be paid a retainer in the amount of $25,000. It will also be reimbursed for reasonable out-of-pocket expenses incurred. James Berman, principal of Zeisler & Zeisler, 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. Zeisler & Zeisler can be reached at: James Berman, Esq. ZEISLER & ZEISLER, P.C. 10 Middle Street, 15th Floor Bridgeport, CT 06604 Tel: (203) 368-4234 About Windsor Marketing Group Headquartered in Suffield, Connecticut, Windsor Marketing Group, Inc. -- https://windsormarketing.com/ -- is a privately held company that develops and implements innovative in-store marketing programs for more than 3,000 clients, including some of the nation's top retailers. Founded in 1976, Windsor Marketing helps retailers make their stores easier to shop, reduce turnaround times and lower production and fulfillment costs. Windsor Marketing Group filed a Chapter 11 petition (Bankr. D. Conn. Case No. 18-20022) on Jan. 8, 2018. In the petition signed by Kevin F. Armata, president, the Debtor estimated assets and liabilities at $10 million to $50 million. The Debtor is represented by James Berman, Esq. at Zeisler & Zeisler, P.C. The U.S. Trustee for Region 2 on Jan. 22, 2018, appointed three creditors to serve on the official committee of unsecured creditors in the Chapter 11 case. WIT'S END RANCH: Hiring KDR Commercial as Real Estate Broker ------------------------------------------------------------ Wit's End Ranch Retreat, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Colorado for authority to employ Kurt Holzkamp of KDR Commercial Real Estate as the Debtor's real estate broker. The Debtor says Mr. Holzkamp and KDR Commercial Real Estate are available and well qualified to handle the listing, marketing, and eventual sale of its real estate property located at 3206 Osage Street, Denver, Colorado, 80211. The Debtor intends to enter into an Exclusive Right-to-Sell Listing Contract with Mr. Holzkamp and KDR Commercial Real Estate. "The employment of Mr. Holzkamp given his experience in listing and marketing properties in the Denver area and throughout Colorado will assist the Debtor in listing and selling the Property," the Debtor tells the Court. "Such sales will result in a benefit to the Debtor's estate by providing a distribution to unsecured creditors. As a result, Mr. Holzkamp services are necessary to the administration of this bankruptcy case." The Debtor says its interest in the Denver Property exceeds the encumbrances against its interest in the Property, when the value of other collateral held by 1st Creek Properties LLC, the secured party is considered. The proposed listing price is $3.0 million. [The Debtor also notes that it has the Durango property, also claimed as collateral by 1st Creek, the secured lender, at a listing price of $4.0 million.] Under the terms of the Exclusive Right-to-Sell Listing Contract, a standard sales commission not to exceed 6% will be earned upon the sale of the Osage Property. The firm attests that: -- there is no conflict of interest between the professional and the bankruptcy estate; -- Mr. Holzkamp has no interest in the bankruptcy estate with respect to the matters on which it is proposed to be employed; -- Mr. Holzkamp and KDR Commercial Real Estate have no connection with the Debtor, the creditors, any other party in interest, their respective attorneys and accountants, the United States Trustee's office, or any person employed in the office of the United States Trustee; and -- Mr. Holzkamp and KDR Commercial Real Estate are "disinterested people" as defined in 11 U.S.C. Sec. 101(14). The firm may be reached at: Kurt Holzkamp KDR Commercial Real Estate 8936 W Asbury Drive Lakewood, CO 80227 About Wit's End Ranch Retreat Glenn, Colorado-based Wit's End Ranch Retreat, LLC, sought Chapter 11 protection (Bankr. D. Colo. Case No. 17-18893) on Sept. 25, 2017, listing under $1 million in both assets and liabilities. Judge Joseph G. Rosania Jr. presides over the case. The Debtor hired Buechler & Garber, LLC, as counsel. WYNN RESORTS: S&P Alters Outlook to Neg on Allegations Against CEO ------------------------------------------------------------------ S&P Global Ratings revised its outlook on Las Vegas-based Wynn Resorts Ltd. and its subsidiaries to negative from stable. At the same time, we affirmed all of our ratings on these companies, including the 'BB-' corporate credit ratings. S&P said, "We revised the outlook to negative to reflect the potential for impairment to Wynn Resorts' brand following the recent allegations of sexual misconduct made against the company's founder and CEO. There are uncertainties surrounding the outcome of the investigation of the special committee of Wynn Resorts' board of directors and the regulatory review by the Massachusetts Gaming Commission as well as the potential for additional reviews by other gaming regulators. The negative outlook also reflects our limited transparency into potential succession plans in the event that Steve Wynn is forced to resign as CEO, whether his departure would include monetary compensation or a buy-out of his ownership in the company, and potential rebranding risks if the company elected to discontinue using the Wynn brand." The negative outlook reflects the significant uncertainty surrounding the resolution of various investigations into the allegations of misconduct made against the company's CEO. This includes the extent to which these allegations impair Wynn Resorts' brand and hurt cash flow, whether the company is able to maintain its existing gaming licenses, whether there is a transition in leadership, and—if so--what form that might take. S&P said, "Although we believe it is unlikely under our current base case forecast for 2018 that cash flow generated by Wynn's Las Vegas properties will decline enough to cause leverage to reach our 6x downgrade threshold, we believe there are a number of longer-term risk factors (depending on how the allegations are resolved) that could cause us to lower the rating. "We could lower the rating if we conclude that the allegations will impair Wynn's business such that it can no longer support leverage of up to 6x. This could happen if we believed the company was likely to lose the ability to operate in an important jurisdiction or if the allegations affected the premium pricing that Wynn is able to command. "In the event the board's investigation triggers a change in the CEO, we could also lower the rating if the company incurred additional debt to buy out Steve Wynn's ownership stake, such that leverage increased above 6x. We could also lower the rating if our view of the company's governance is weakened, which could occur if we conclude that the board is not providing sufficient independent oversight and management scrutiny. "We are unlikely to revise the outlook back to stable until we can assess the outcome of the board's investigation and regulator's reviews, and the potential impairment, if any, to Wynn Resorts' brand and ability to maintain its licenses to operate in its various markets. "To raise the rating, we would need to be confident that Wynn would be able to sustain sufficient cushion compared to our 5x upgrade threshold to absorb potential future operating volatility, a possible investment to renew its Macau concession, or additional development spending needs without breaching that threshold. We believe this is unlikely until after the Wynn Boston Harbor resort opens and begins to ramp up cash flow in 2019 (in the event Massachusetts gaming regulators allow the company to retain its license)." XCELERATED LLC: Delays Plan to Complete Assets Sale --------------------------------------------------- Xcelerated, LLC, asks the U.S. Bankruptcy Court for the Eastern District of Kentucky for a second extension of the exclusive periods for the Debtor to file a chapter 11 plan and to solicit acceptances of such plan for three months to April 30, 2018 and June 26, 2018, respectively. In the early months of the Chapter 11 Case, the Debtor, among other things: (i) filed its voluntary bankruptcy petition; (ii) maintained and stabilized its business operations; and (iii) moved for authority for a sale under section 363 of the Bankruptcy Code as a going concern. Subsequently, the Debtor negotiated and worked toward a deal between its primary creditors which would have facilitated such a sale, but which unfortunately fell through at the eleventh hour. The Debtor thereafter continued to evaluate its prospects for reorganization or an alternative sale process. As the end of the Debtor's initial Exclusive Periods approached in late October 2017, the Debtor requested and was granted an extension of its Exclusive Periods. Since the Court first extended the Debtor's Exclusive Periods, the Debtor successfully negotiated a new sale process and obtained an order, on January 4, 2018, granting its motion to sell substantially all of its assets under section 363(f) of the Bankruptcy Code. As the Debtor is concentrating on effecting the sale process, the Debtor has not yet negotiated or proposed a chapter 11 plan or strategy for resolving the Chapter 11 case following completion of the sale of the Debtor's assets. However, the Exclusive Filing Period is scheduled to expire on January 29, 2017 and the Exclusive Solicitation Period is scheduled to expire on March 26, 2018. A three month extension of both the Debtor's Exclusive Periods is necessary and warranted. About Xcelerated LLC Xcelerated, LLC -- http://www.xcelerated.com-- is a provider of data hygiene and data enhancement services including Black Book, Blue Book, C.A.R.S. and AutoVINdication. Xcelerated sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Ky. Case No. 17-20886) on June 29, 2017. In the petition signed by Pam Lang, its managing member, the Debtor estimated assets of less than $1 million and liabilities of $1 million to $10 million. The Hon. Gregory R. Schaaf presides over the case. Bingham Greenebaum Doll LLP is the Debtor's bankruptcy counsel. [*] Shara Cornell Joins McDonald Hopkins's Chicago Office --------------------------------------------------------- Business restructuring attorney Shara C. Cornell has joined McDonald Hopkins LLC, a business advisory and advocacy law firm, in the firm's Chicago office as an associate. Ms. Cornell has 6 years of experience representing secured and unsecured creditors in restructuring and bankruptcy proceedings, including large chapter 11 bankruptcies. Her previous experience includes serving as staff law clerk and law clerk to the Honorable LaShonda A. Hunt and Chief Judge Bruce W. Black (ret.) in the United Stated Bankruptcy Court in the Northern District of Illinois and as law clerk for the Honorable Robert G. Mayer (ret.) in the United States Bankruptcy Court in the Eastern District of Virginia. Cornell earned her LL.M. in Bankruptcy in 2012 and her J.D. in 2011 from St. John's University School of Law, where she was a recipient of the American Bankruptcy Law Journal Student Award and received the CALI Awards in Creditors' Rights, New York Practice, Externship Seminar and Bankruptcy Advocacy Clinic Pt. II. She received a B.A., cum laude, in religious studies from Fordham University in 2008. Cornell can be reached at scornell@mcdonaldhopkins.com or 312.642.1902 X3207. About McDonald Hopkins Founded in 1930, McDonald Hopkins -- http://www.mcdonaldhopkins.com/-- is a business advisory and advocacy law firm with locations in Chicago, Cleveland, Columbus, Detroit, Miami, and West Palm Beach. The firm has more than 50 service and industry teams. [^] Recent Small-Dollar & Individual Chapter 11 Filings ------------------------------------------------------- In re Narendra Patel and Nirmaben Patel Bankr. C.D. Cal. Case No. 18-10665 Chapter 11 Petition filed January 22, 2018 represented by: Michael D. Kwasigroch, Esq. E-mail: attorneyforlife@aol.com In re James Paul Lee, III Bankr. C.D. Cal. Case No. 18-10697 Chapter 11 Petition filed January 22, 2018 represented by: Julie J. Villalobos, Esq. OAKTREE LAW E-mail: julie@oaktreelaw.com In re Michigan Commercial Door Group, LLC Bankr. E.D. Mich. Case No. 18-40809 Chapter 11 Petition filed January 22, 2018 See http://bankrupt.com/misc/mieb18-40809.pdf represented by: Elliot G. Crowder, Esq. STEVENSON & BULLOCK, P.L.C. E-mail: ecrowder@sbplclaw.com In re Golden City 888, LLC Bankr. E.D.N.Y. Case No. 18-40339 Chapter 11 Petition filed January 22, 2018 See http://bankrupt.com/misc/nyeb18-40339.pdf Filed Pro Se In re Nadav Property's LLC Bankr. E.D.N.Y. Case No. 18-70455 Chapter 11 Petition filed January 22, 2018 See http://bankrupt.com/misc/nyeb18-70455.pdf Filed Pro Se In re First Ave Wine Merchants, Inc. Bankr. S.D.N.Y. Case No. 18-10147 Chapter 11 Petition filed January 22, 2018 See http://bankrupt.com/misc/nysb18-10147.pdf represented by: Paul D. Feinstein, Esq. PAUL D. FEINSTEIN, P.C. E-mail: paulfeinstein@optonline.net In re KMR Holdings, LLC Bankr. S.D. Tex. Case No. 18-30241 Chapter 11 Petition filed January 22, 2018 See http://bankrupt.com/misc/txsb18-30241.pdf represented by: Donald L Wyatt, Esq. WYATT & MIRABELLA PC E-mail: don.wyatt@wyattpc.com In re Gary S. Spivack and Sandra E. Spivack Bankr. M.D. Fla. Case No. 18-00167 Chapter 11 Petition filed January 19, 2018 represented by: Taylor J. King, Esq. LAW OFFICES OF MICKLER & MICKLER E-mail: tjking@planlaw.com In re Eswald Fertil and Youseline Fertil Bankr. M.D. Fla. Case No. 18-00169 Chapter 11 Petition filed January 19, 2018 represented by: Taylor J. King, Esq. LAW OFFICES OF MICKLER & MICKLER E-mail: tjking@planlaw.com In re David Kim Bankr. M.D. Tenn. Case No. 18-00334 Chapter 11 Petition filed January 19, 2018 represented by: Thomas Larry Edmondson, Sr., Esq. T. LARRY EDMONDSON ATTORNEY AT LAW E-mail: larryedmondson@live.com In re J3 Grading & Hauling, L.L.C. Bankr. E.D. Tex. Case No. 18-50012 Chapter 11 Petition filed January 19, 2018 represented by: David Ruff, II, Esq. E-mail: davidvruff@yahoo.com In re Clemente Aday Bankr. M.D. Fla. Case No. 18-00334 Chapter 11 Petition filed January 22, 2018 Filed Pro Se In re Robert Ryan Sherrer Bankr. N.D. Fla. Case No. 18-40029 Chapter 11 Petition filed January 22, 2018 represented by: Byron Wright, III, Esq. BRUNER WRIGHT, P.A. E-mail: twright@brunerwright.com In re Albert Ragge, Jr. Bankr. D. Mass. Case No. 18-10208 Chapter 11 Petition filed January 22, 2018 represented by: David G. Baker, Esq. E-mail: david@bostonbankruptcy.org In re Constance Masselli Bankr. D.N.J. Case No. 18-11252 Chapter 11 Petition filed January 22, 2018 See http://bankrupt.com/misc/njb18-11252.pdf Filed Pro Se In re Galia Frank Bankr. E.D.N.Y. Case No. 18-70476 Chapter 11 Petition filed January 22, 2018 represented by: Alla Kachan, Esq. E-mail: alla@kachanlaw.com In re Alan Campos Bankr. D. Ariz. Case No. 18-00620 Chapter 11 Petition filed January 23, 2018 Filed Pro Se In re James M Mullion Bankr. C.D. Cal. Case No. 18-10223 Chapter 11 Petition filed January 23, 2018 represented by: Jeffrey B. Smith, Esq. E-mail: jsmith@cgsattys.com In re Santos Construction Group, LLC Bankr. M.D. Fla. Case No. 18-00486 Chapter 11 Petition filed January 23, 2018 See http://bankrupt.com/misc/flmb18-00486.pdf represented by: Buddy D Ford, Esq. BUDDY D. FORD, P.A. E-mail: Buddy@TampaEsq.com In re Sonia Castellon Bankr. S.D. Fla. Case No. 18-10822 Chapter 11 Petition filed January 23, 2018 represented by: Brian S. Behar, Esq. E-mail: bsb@bgglaw.net In re Kinga Politanska Bankr. N.D. Ill. Case No. 18-01938 Chapter 11 Petition filed January 23, 2018 represented by: Ariel Weissberg, Esq. WEISSBERG & ASSOCIATES, LTD E-mail: ariel@weissberglaw.com In re Columbia Dental Management, Inc. Bankr. D. Mass Case No. 18-10219 Chapter 11 Petition filed January 23, 2018 See http://bankrupt.com/misc/mab18-10219.pdf represented by: David C. Crossley, Esq. CROSSLEY LAW OFFICES, LLC E-mail: dcrossley@crossley-law.com In re SL MacIntyre Underground, LLC Bankr. D.N.J. Case No. 18-11366 Chapter 11 Petition filed January 23, 2018 See http://bankrupt.com/misc/njb18-11366.pdf represented by: Karina Pia Lucid, Esq. KARINA PIA LUCID, ESQ., LLC E-mail: klucid@karinalucidlaw.com In re 8 Lawrence Road, LLC. Bankr. D.N.J. Case No. 18-11389 Chapter 11 Petition filed January 23, 2018 See http://bankrupt.com/misc/njb18-11389.pdf represented by: Guillermo Gonzalez, Esq. SCURA, WIGFIELD, HEYER & STEVENS, LLP E-mail: ggonzalez@scuramealey.com In re Heide Leigh Richter Bankr. W.D. Wash. Case No. 18-10265 Chapter 11 Petition filed January 23, 2018 represented by: Jeffrey B. Wells, Esq. WELLS AND JARVIS, P.S. E-mail: paralegal@wellsandjarvis.com In re 650 West Ave., #3108 Land Trust U/T/D August 20, 2013 Bankr. S.D. Fla. Case No. 18-10891 Chapter 11 Petition filed January 24, 2018 See http://bankrupt.com/misc/flsb18-10891.pdf Filed Pro Se In re Oscar Squared, Inc. Bankr. D. Mass. Case No. 18-10223 Chapter 11 Petition filed January 24, 2018 See http://bankrupt.com/misc/mab18-10223.pdf represented by: David B. Madoff, Esq. MADOFF & KHOURY LLP E-mail: madoff@mandkllp.com In re Gottlandsini, LLC Bankr. D. Mass. Case No. 18-10227 Chapter 11 Petition filed January 24, 2018 See http://bankrupt.com/misc/mab18-10227.pdf represented by: Gary W. Cruickshank, Esq. LAW OFFICE OF GARY W. CRUICKSHANK E-mail: gwc@cruickshank-law.com In re Brooklyn Womens Pavillion Facilities LLC Bankr. E.D.N.Y. Case No. 18-40375 Chapter 11 Petition filed January 24, 2018 See http://bankrupt.com/misc/nyeb18-40375.pdf represented by: Howard S. Warner, Esq. E-mail: hwarner360@aol.com In re Bridgehampton Stone Inc. Bankr. E.D.N.Y. Case No. 18-40385 Chapter 11 Petition filed January 24, 2018 See http://bankrupt.com/misc/nyeb18-40385.pdf represented by: Lawrence Morrison, Esq. MORRISON TENENBAUM, PLLC E-mail: lmorrison@m-t-law.com In re Rafael Gonzalez Bankr. E.D.N.Y. Case No. 18-40400 Chapter 11 Petition filed January 24, 2018 Filed Pro Se In re Anu, Inc. Bankr. W.D.N.Y. Case No. 18-20060 Chapter 11 Petition filed January 24, 2018 See http://bankrupt.com/misc/nywb18-20060.pdf represented by: David H. Ealy, Esq. TREVETT, CRISTO, SALZER & ANDOLINA P.C. E-mail: dealy@trevettcristo.com In re Atwal Associates, Inc. Bankr. W.D.N.Y. Case No. 18-20061 Chapter 11 Petition filed January 24, 2018 See http://bankrupt.com/misc/nywb18-20061.pdf represented by: David H. Ealy, Esq. TREVETT, CRISTO, SALZER & ANDOLINA P.C. E-mail: dealy@trevettcristo.com In re Roberto Lazoff Kuperman and Graciela Blank Zaitman Bankr. D.P.R. Case No. 18-00291 Chapter 11 Petition filed January 24, 2018 represented by: Gloria Justiniano Irizarry, Esq. JUSTINIANO'S LAW OFFICE E-mail: justinianolaw@gmail.com In re Manuel R. Prats Vega Bankr. D.P.R. Case No. 18-00295 Chapter 11 Petition filed January 24, 2018 represented by: Carmen D. Conde Torres, Esq. E-mail: notices@condelaw.com In re Tony Ishizaki Bankr. C.D. Cal. Case No. 18-10783 Chapter 11 Petition filed January 24, 2018 represented by: Robert S. Altagen, Esq. LAW OFFICES OF ROBERT S ALTAGEN E-mail: rsaink@earthlink.net In re Thomas B McNemar Bankr. N.D. Cal. Case No. 18-40208 Chapter 11 Petition filed January 24, 2018 represented by: Craig A. Burnett, Esq. LAW OFFICES OF CRAIG A. BURNETT E-mail: cburnett@nomoredebt.com In re Amalia Santiago Bankr. N.D. Cal. Case No. 18-50167 Chapter 11 Petition filed January 25, 2018 represented by: Nancy Weng, Esq. TSAO-WU AND YEE, LLP E-mail: nweng@tsaoyee.com In re SCG Autumn Breeze Operator, LLC Bankr. N.D. Ga. Case No. 18-20127 Chapter 11 Petition filed January 25, 2018 See http://bankrupt.com/misc/ganb18-20127.pdf represented by: Charles N. Kelley, Jr., Esq. KELLEY & CLEMENTS LLP E-mail: ckelley@kelleyclements.com In re Quarter Mile Muscle, Inc. Bankr. W.D.N.C. Case No. 18-50061 Chapter 11 Petition filed January 25, 2018 See http://bankrupt.com/misc/ncwb18-50061.pdf represented by: Melanie D. Johnson Raubach, Esq. HAMILTON STEPHENS STEELE MARTIN PLLC E-mail: mraubach@lawhssm.com In re Christian Lavery Martin Bankr. W.D. Okla. Case No. 18-10272 Chapter 11 Petition filed January 25, 2018 represented by: Mike J Rose, Esq. E-mail: mrose@coxinet.net ********* 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. 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